Amtel Holdings Berhad - Company Announcements - Bursa Malaysia

2003 

Annual Report 

Amtel Holdings Berhad 

Incorporated in Malaysia (409449-A)

Contents 2 Notice of the Seventh 

Annual General Meeting 

Enclosed 

4 Statement Accompanying 

Notice of the Seventh 


5 Corporate Information 

6 Profile of Directors 

9 Statement of Corporate 

Governance 

16 Chairman’s Statement 

19 Audit Committee 

22 Statement of Internal Control 

25 Financial Statements 

73 List of Properties 

78 Analysis of Shareholdings 

Form of Proxy

2 

Notice of the Seventh 


Amtel Holdings Berhad 2003 annual report 

NOTICE IS HEREBY GIVEN THAT the Seventh ( 7th ) Annual General 

Meeting (AGM) of Amtel Holdings Berhad ("the Company") will be held at The 

Pan Pacific Glenmarie, 1 Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, 

Selangor Darul Ehsan on Thursday, 27 May, 2004 at 10.00 a.m. for the purpose 

of transacting the following businesses:- 

AGENDA 

1. To receive and adopt the Audited Financial Statements for the 

financial year ended 30 November, 2003 together with the 

Reports of the Directors and Auditors thereon. 

2. To approve the Directors’ fees of RM98,000 for the financial 

year ended 30 November, 2003. 

3. To re-elect as Director, YM. Tunku Dato’ Seri Kamel bin 

Tunku Rijaludin who retires in accordance with Article 80 of 

the Company’s Articles of Association. 

4. To re-elect as Director, Mr. Koid Hun Kian who retires in 

accordance with Article 80 of the Company’s Articles of 

Association. 

5. To re-appoint Messrs. Moore Stephens as Auditors of the 

Company and to authorise the Directors to fix their 

remuneration. 

AS SPECIAL BUSINESS to consider and if thought fit, to pass 

the following resolution:- 

6. Authority to issue shares 

"THAT, subject always to the Companies Act, 1965, the 

Articles of Association of the Company and the approvals of 

RESOLUTION ON 

PROXY FORM 

Ordinary 

Resolution 1 

Ordinary 

Resolution 2 

Ordinary 

Resolution 3 

Ordinary 

Resolution 4 

Ordinary 

Resolution 5

elevant government/regulatory authorities, the Directors be 

and are hereby empowered, pursuant to Section 132D of the 

Companies Act, 1965, to issue ordinary shares from the 

unissued capital of the Company at any time at such price, 

upon such terms and conditions, for such purposes and to such 

persons whomsoever the Directors may in their discretion 

deem fit and that the Directors be empowered to obtain the 

approval for the listing and quotation of the additional shares 

so issued on the Bursa Malaysia Securities Berhad provided 

that the aggregate number of shares issued pursuant to this 

resolution does not exceed 10 percent of the issued share 

capital of the Company for the time being and that such 

authority shall continue in force until the conclusion of the 

next Annual General Meeting of the Company." 

By Order of the Board 

CHIA MOH MUI 

HOH YIT FOONG 

Secretaries 

Petaling Jaya 

5 May, 2004 

Notes: 

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

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

2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his 

attorney duly authorised in writing or if such appointer is a corporation, under its Common Seal 

or under the hand of an officer or attorney of the corporation duly authorised in that behalf, and 

shall be deposited with the Registered Office of the Company at No. 7, Jalan PJS 7/19, Bandar 

Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan, not less than 48 hours before the time 

appointed for holding this meeting or adjourned meeting. 

3. Where a member appoints more than one proxy, the appointment shall be invalid unless the 

proportions of holdings represented by each proxy is specified. 

4. A member shall be entitled to appoint more than one proxy to attend and vote at this meeting 

provided that the provisions of Section 149(1)(c) of the Companies Act, 1965 are complied with. 

Explanatory Note on Special Business 

Ordinary 

Resolution 6 

5. Authority to issue shares – Resolution pursuant to Section 132D of the Companies Act, 1965. 

Ordinary Resolution No. 6 proposed under item (6) above, if passed, will give the Directors of 

the Company, from the date of the above general meeting, authority to issue and allot ordinary 

shares from the unissued share capital of the Company up to an aggregate amount of not 

exceeding 10 percent of the issued share capital of the Company for the time being. This 

authority unless revoked or varied at a general meeting, will expire at the next Annual General 

Meeting. 

Amtel Holdings Berhad 2003 annual report 3

4 

Statement Accompanying Notice of the Seventh 



(pursuant to Paragraph 8.28(8) of the Listing Requirements of the Bursa Malaysia 

Securities Berhad) 

1. Names of Directors who are standing for re-election 

a) YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin 

b) Mr. Koid Hun Kian 

2. Details of attendance of Directors at board meetings 

Five (5) board meetings were held during the financial year ended 30 November, 2003. 

Details of attendance of Directors at the aforesaid board meetings are as follows:- 

Name Attendance 

(Nos. of meetings) 

Dato’ Abdul Hamid bin Hj. Md. Zainuddin 5 

YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin 5 

Mr. Koid Hun Kian 5 

Mr. Ng Ah Chong 4 

Mr. Siow Hock Lee 5 

Mr. Goh Hock Hai 4 

Ms. Ng Lee Fang (alternate to Mr. Ng Ah Chong) 3 

3. Date, Time and Place of the Annual General Meeting 

Date : Thursday, 27 May, 2004 

Time : 10.00 a.m. 

Venue : The Pan Pacific Glenmarie, 1 Jalan Usahawan U1/8, 

Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan. 

4. Further details of Directors who are standing for re-election 

The details of the two Directors seeking re-election are set out in the Profile of 

Directors of the Annual Report 2003 in pages 6 to 7 whilst their shareholdings in the 

Company are presented in the Directors’ Shareholdings in page 78 of the same 

Annual Report. 

5. No individual (other than the abovementioned Directors) is seeking election or 

re-election as a Director at the 7th Annual General Meeting of the Company.

Corporate 

Information 

BOARD OF DIRECTORS 

Dato’Abdul Hamid bin 

Hj. Md. Zainuddin 

Executive Chairman 

Mr. Koid Hun Kian 

Managing Director 

YM. Tunku Dato’ Seri Kamel bin 

Tunku Rijaludin 

Mr. Ng Ah Chong 

Mr. Siow Hock Lee 

Mr. Goh Hock Hai 

Ms. Ng Lee Fang 

(Alternate Director to Mr. Ng Ah Chong) 

AUDIT COMMITTEE 

YM. Tunku Dato’ Seri Kamel bin 

Tunku Rijaludin 

Independent Non-Executive Director/ 

Chairman of the Committee 


Independent Non-Executive Director/Member 


Managing Director/Member 

COMPANY SECRETARIES 

Ms. Chia Moh Mui 

(MIA 1886/MAICSA7009897) 

Ms. Hoh Yit Foong (LS 0018) 

Ms. Chan Phooi Sze 

(MAICSA 7051780) 

AUDITORS 

Moore Stephens 

8A, Jalan Sri Semantan Satu 

Damansara Heights 

50490 Kuala Lumpur 

Tel : (603) 2094 1888 

Fax : (603) 2094 7673 

REGISTERED OFFICE 

No. 7, Jalan PJS 7/19 

Bandar Sunway 

46150 Petaling Jaya 

Selangor Darul Ehsan 

Tel : (603) 5632 2449 

Fax : (603) 5637 0042 

SHARE REGISTRARS 

Epsilon Registration Services Sdn Bhd 

312, 3rd Floor 

Block C, Kelana Square 

17, Jalan SS7/26 



Tel : (603) 7803 1126 

Fax : (603) 7806 1261 

STOCK EXCHANGE LISTING 

Bursa Malaysia Securities Berhad 

(Second Board) 


6 

Profile 

of Directors 


Dato’Abdul Hamid bin Hj. Md. Zainuddin 


Y Bhg Dato’Abdul Hamid bin Hj. Md. Zainuddin, a Malaysian aged 68, is the Executive 

Chairman of Amtel Holdings Berhad ("the Company"). He was first appointed to the 

Board on 31 July, 1997. He is an active Bumiputera investor and entrepreneur with equity 

participation in some local and overseas businesses in property development, 

manufacturing of electronic components and transportation services. He sits on the board 

of directors of several private companies unrelated to the Company and he is also a 

director of Bina GoodYear Berhad, a public company listed on the Second Board of the 

Bursa Malaysia Securities Berhad. 

He does not have any conflict of interest with the Company and has not been convicted 

of any offence in the past ten years. He attended all five of the meetings of the Board held 

during the financial year ended 30 November, 2003. 

YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin 

Independent Non-Executive Director 

YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin, a Malaysian aged 50, is an 

Independent and Non- Executive Director of Amtel Holdings Berhad ("the Company"). 

He was first appointed to the Board on 31 July, 1997. He is also the Chairman of the 

Audit Committee and a member of the Nomination and Remuneration Committees. 

Tunku Dato’ Seri Kamel graduated with a Bachelor of Science (Honours) degree and a 

Master in Business Administration from University of Tennessee, Knoxville, United 

States of America in 1977 and 1980 respectively. He began his career in Sycip Gorres and 

Velayors Kassim Chan Sdn Bhd, a management consultancy firm, as a management 

consultant in 1981. In 1983, he joined Kedah Cement Sdn Bhd, a company involved in 

the manufacturing and sale of cement, clinker and related products, as the International 

Sales Manager. In 1989, he joined Asli Jardine Insurance Brokers Sdn Bhd, an insurance 

broking company, as the Principal Officer and Director. In 1990, he joined Dagang Net

Technologies Sdn Bhd, an information technology company. He is also a Director and 

Chairman of Welli Multi Corporation Berhad (formerly known as Fourseason (Malaysia) 

Berhad). 




Koid Hun Kian 

Managing Director 

Mr. Koid Hun Kian, a Malaysian aged 48, is the Managing Director of Amtel Holdings 

Berhad ("the Company"). He was first appointed to the Board on 31 July, 1997 and is a 

member of the Audit Committee and Remuneration Committee. He is a major 

shareholder of the Company. Mr. Koid is an accountant by profession, having qualified 

as a member of the Association of Chartered Certified Accountants (United Kingdom) 

since 1985 and he is a member of Malaysian Institute of Accountants. He has wide 

experience in audit, telecommunications and cables manufacturing industries. Prior to 

joining the Company, he was attached to various public accounting firms from 1983 to 

1986. In 1986, he joined FCW Industries Sdn Bhd, a company involved in investment 

holding, management services and the trading of telecommunications equipment, where 

he was the general manager and Director until 1993. 




Ng Ah Chong 

Director 

Mr. Ng Ah Chong, a Malaysian aged 60, is a Director of Amtel Holdings Berhad ("the 

Company") and a major shareholder of the Company. He was appointed as a Director of 

the Company on 31 July, 1997. Mr. Ng holds directorships in various subsidiary 

companies of the Group and oversees the operations of these subsidiaries. He has 

extensive experience in the telecommunications sector with more than 20 years’ 

experience as a works contractor. He also has experience in civil and construction works. 


of any offence in the past ten years. He attended four out of the five Board meetings held 


Siow Hock Lee 

Independent Non-Executive Director 

Mr. Siow Hock Lee, a Malaysian aged 48, is an Independent and Non-Executive Director 

of Amtel Holdings Berhad ("the Company"). He has been a Director of the Company 

since its incorporation on 9 November, 1996. He is a member of the Association of 


8 


Chartered Certified Accountants (United Kingdom) and Malaysian Institute of 

Accountants since 1985 and 1986 respectively. Mr. Siow was attached with various 

public accounting firms since 1979 before he started his own accounting practice under 

the name of Messrs. SC Associates in 1993. Mr. Siow is a member of the Audit 

Committee and Nomination and Remuneration Committees. 




Goh Hock Hai 

Director 

Mr. Goh Hock Hai, a Malaysian aged 53, is a Director of Amtel Holdings Berhad ("the 

Company"). He was appointed to the Board on 2 February, 2001. Mr. Goh is a 

businessman involved in the forwarding and transportation sector as well as trading and 

manufacturing of industrial and food products since 1981. He holds several directorships 

in private limited companies in Malaysia and Singapore. Mr. Goh is a member of the 

Nomination Committee. 


of any offence in the past ten years. He attended four out of the five Board meetings held 


Ng Lee Fang 

Alternate Director 

Ms. Ng Lee Fang, a Malaysian aged 30, is an Alternate Director of Amtel Holdings 

Berhad ("the Company"). She was appointed on 2 February, 2001 as Alternate Director 

to Mr. Ng Ah Chong. She holds a Bachelor of Science in Economics from the London 

School of Economics and is a Chartered Financial Analyst since 2001. Ms. Ng is 

currently a Vice President with G.K. Goh Research (M) Sdn Bhd (formerly known as 

Straits-G.K. Goh Research Sdn Bhd). She has more than nine years of experience as an 

investment analyst in Malaysia. Prior to joining G.K. Goh Research (M) Sdn Bhd, she 

worked in Hwang-DBS Securities Sdn Bhd, Peregine Research Malaysia, Affin-UOB 

Securities Berhad and G.K. Goh Research Pte Ltd. 

Ms. Ng is the daughter of Mr. Ng Ah Chong and she has no conflict of interest with the 

Company. She has not been convicted of any offence during the past ten years. She 

attended three out of the five Board meetings held during the financial year ended 

30 November, 2003.

Statement of 

Corporate Governance 

THE CODE 

In March 2000, the Finance Committee on Corporate Governance issued the Malaysian 

Code on Corporate Governance ("the Code"). The Code sets out principles and best 

practices on structures and processes that companies may use in their operations towards 

achieving the optimal governance framework. 

BOARD OF DIRECTORS’ COMMITMENT 

The Board of Directors ("the Board") of the Company is fully committed to ensure that the 

highest possible standards of corporate governance are practiced throughout the Group and 

will continually evaluate the corporate governance practices adopted to enhance its 

management practices and systems to be in line with the underlying tenets of the principles 

and best practices of the Code. 

The Board is pleased to report the following affirmative measures, which outlines the key 

corporate governance practices that were in place throughout the financial year, unless 

otherwise stated. 

(1) THE BOARD OF DIRECTORS 

(a) Composition of the Board 

The Board currently has six substantive members and one Alternate Director. Of 

the six, there are three Executive Directors, two Independent Non-Executive 

Directors and one Non-Independent Non-Executive Director. 

The Board has the overall responsibility for corporate governance, strategic 

direction, formulation of policies and overseeing the investments and operations 

of the Group. 

The role of Chairman and Managing Director are distinct and separate with 

responsibilities clearly drawn out to ensure a balance of power and authority. 

The Chairman is responsible for ensuring Board effectiveness and conduct 

while the Managing Director has overall responsibilities over the operating 

units, organizational effectiveness and implementation of Board policies and 

decisions. 


10 


The Independent Non-Executive Directors are professionals of caliber and 

credibility who play pivotal role in corporate accountability by contributing 

their knowledge, advice and experience towards making independent judgement 

on issues of strategies, performance, resources and standards of conduct. 

(b) Board Meetings and Supply of Information 

The Board meets at least once every quarter. Additional Special Meetings of the 

Board are held as and when required. During the financial year, five (5) 

meetings were held and the attendance of the Directors at Board Meetings are 

as follows:- 

Directors Attendance of 

meeting 

Dato’ Abdul Hamid bin Hj. Md. Zainuddin 5 

Mr. Koid Hun Kian 5 

YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin 5 

Mr. Ng Ah Chong 4 

Mr. Siow Hock Lee 5 

Mr. Goh Hock Hai 4 

Ms. Ng Lee Fang 

(Alternate Director to Mr. Ng Ah Chong) 

3 

In order to discharge their duties effectively and efficiently, the Directors are 

provided with full and timely written reports and supporting information 

concerning the Company and the Group prior to Board meetings and are free to 

seek any further explanation and information they consider necessary to 

facilitate informed decision-making. 

Board reports and papers include information on major investment and financial 

decisions, material acquisitions and disposals of undertakings and properties, 

operational and corporate developments, the activities and performance of the 

Group and changes to the management and control structure within the Group. 

Where necessary the Directors may obtain independent professional advice in 

the furtherance of their duties, at the Company’s expense. 

All Directors have access to the advice and services of the Company Secretaries 

and the senior Management staff in the Group in carrying out their duties. 

(c) Appointment to the Board 

The Code endorses as good practice, a formal procedure for appointments to the 

Board. The Nomination Committee, set up on 17 July, 2002 is primarily 

empowered by its terms of reference to perform the followings:- 

• To recommend to the Board, candidates for all directorships; 

• To consider, in making its recommendation, candidate for directorships 

proposed by the Managing Director, within the bounds of practicability, by 

any other senior executive or any Director or shareholder; and 

• To assist the Board in reviewing and assessment of effectiveness of the Board 

as a whole and the committees of the Board.

During the financial year ended 30 November, 2003 the following Directors are 

members of the Nomination Committee:- 

i) YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin 

(Non-Executive Independent Director); 

ii) Mr. Siow Hock Lee (Non-Executive Independent Director); and 

iii) Mr. Goh Hock Hai (Non-Executive Non-Independent Director). 

(d) Retirement and Re-election of Directors 

In accordance with the Company’s Memorandum and Articles of Association, 

one-third of the Directors shall retire from office each Annual General Meeting 

and they could offer themselves for re-election. Directors who are appointed by 

the Board are eligible for election by the shareholders at the next Annual 

General Meeting held following their appointments. 

(e) Directors’ Training 

All Directors have attended the Mandatory Accreditation Programme recognised 

by Research Institute of Investment Analysis Malaysia in accordance with the 

Bursa Malaysia Securities Berhad ("BMSB") Listing Requirements. 

In compliance with Practice Note No. 15/2003 of the BMSB Listing 

Requirements on the Continuing Education Programme ("CEP"), the Directors 

will continue to undergo other relevant training programmes to keep abreast with 

latest development in business practice, statutory and regulatory requirements 

where appropriate from time to time. 

In addition, the Directors of the Group’s non-listed subsidiaries have all attended 

the Corporate Directors’ training programme as recommended by the 

Companies Commission of Malaysia. 

(f) Remuneration of Directors 

The Board adopted the policy recommended by the Code. The Board ensures 

that the level of remuneration is sufficient to attract and retain Directors needed 

to run the Company successfully. The component part of remuneration have been 

structured to link rewards to corporate and individual performance for Executive 

Directors whilst the Non-Executive Directors’ remuneration reflect the 

experience and level of responsibilities undertaken by individual Non-Executive 

Directors. 

The Remuneration Committee, set up on 17 July, 2002 is primarily empowered 

by its terms of reference to perform the followings:- 

• To recommend to the Board the remuneration of the Executive Directors in all 

its forms, drawing from outside advice if necessary; and 

• To carry out any other responsibilities and functions as may be delegated or 

defined by the Board from time to time. 

During the financial year ended 30 November, 2003 the following Directors are 

members of the Remuneration Committee:- 

i) YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin (Non-Executive 

Independent Director); 

ii) Mr. Siow Hock Lee (Non-Executive Independent Director); and 

iii) Mr. Koid Hun Kian (Group Managing Director). 


12 


The Board, as a whole, determines the remuneration of each Director and the 

Directors do not participate in decisions regarding their own remuneration 

packages. 

The annual fees payable to the Directors is subject to the shareholders’ approval 

at the Annual General Meeting. The levels of remuneration for Non-Executive 

Directors reflect the experience and level of responsibilities undertaken by 

them. 

The remuneration of the Directors of the Company for the financial year ended 

30 November, 2003 are as follows:- 

Executive Non-Executive 

Directors Directors 

(RM’000) (RM’000) 

Fees 20 78 

Remuneration 410 - 

Other Emoluments 39 - 

Benefits-in-kind 28 - 

Total 497 78 

The number of Directors whose fees and remuneration for the financial year 

ended 30 November, 2003 falls in each successive band of RM50,000 are as 

follows:- 

Executive Non-Executive 

Directors Directors 

Below RM50,000 - 3 

RM50,001 to RM100,000 1 - 

RM100,001 to RM200,000 1 - 

RM200,001 to RM250,000 1 - 

Total 3 3 

(2) RELATIONSHIP AND COMMUNICATIONS WITH SHAREHOLDERS 

AND INVESTORS 

The Board acknowledges the need for the shareholders and investors to be informed 

of material business and relevant matters to the Group. This is achieved through 

timely release of quarterly financial results and various announcements via the 

BMSB LINK, dissemination of annual reports and circulars to shareholders. 

The Annual General Meeting represents the principal forum for dialogue and 

interaction with all shareholders. At each Annual General Meeting, the Board 

presents the progress and performance of the Group’s business and invites 

shareholders to participate in the question and answer session.

(3) ACCOUNTABILITY AND AUDIT 

(a) Financial Reporting 

The Board assisted by the Audit Committee, ensures that the accounts and the 

other financial reports of the Group and of the Company are prepared in 

accordance with approved accounting standards and aims to present a balanced 

and understandable assessment of the Group’s financial position and prospects 

in all its financial reports. 

(b) Internal Controls 

The Board acknowledges the overall responsibility to maintain a sound system 

of internal controls to safeguard the Group’s assets and consequently, the 

shareholders’ investment in the Company. However, such systems can only 

provide reasonable and not absolute assurance against material misstatements or 

losses. 

The Audit Committee was formed in 1 August, 1997 whilst the Internal Audit 

Department was established in September 2002, which reports directly to the 

Audit Committee and assists the Board to undertake regular and systematic 

reviews of the systems of internal controls. The scope of Internal Audit covers 

the audit of all units and operations, including the review of adequacy of 

operational controls, compliance with law and regulations and the management 

of assets. 

(c) External Auditors 

The appointments of the external auditors are recommended by the Audit 

Committee, which determines the remuneration of the external auditors. 

Through the Audit Committee, the Group has established a transparent and 

appropriate relationship with the Group’s external auditors. 

An Audit Committee Report and the terms of reference are set out on pages 

19 to 21. 

(4) DIRECTOR’S RESPONSIBILITY STATEMENT 

The Directors are required by the Companies Act, 1965 to prepare financial 

statements for each financial year which have been made out in accordance with the 

applicable approved accounting standards and give a true and fair view of the state 

of affairs of the Group and Company at the end of the financial year and of the results 

and cash flows of the Group and Company for the financial year. 

In preparing the financial statements, the Directors have adopted appropriate 

accounting policies that are consistently applied and supported by a reasonable as 

well as prudent judgements and estimates, and that all accounting standards which 

they consider applicable have been followed during the preparation of the financial 

statements. 

The Directors have responsibility for ensuring that the Company keeps proper 

accounting records which disclose with reasonable accuracy the financial position of 

the Group and Company and which enable them to ensure that the financial 

statements comply with the Companies Act, 1965. 

The Directors are also responsible for the assets of the Group and of the Company 

and, hence, for taking reasonable steps for the prevention and detection of fraud and 

other irregularities. 


14 


(5) MATERIAL CONTRACTS INVOLVING DIRECTORS’AND SUBSTANTIAL 

SHAREHOLDERS’ INTERESTS 

Since the end of the previous financial year, the Company and its subsidiaries have 

not entered into any material contract involving Directors and substantial 

shareholders. 

(6) OTHER INFORMATION 

(a) Share Buybacks 

During the financial year, there were no share buybacks by the Company. 

(b) Issue of Shares 

During the financial year, no new issue of share was made by the Company. 

(c) Option, Warrants or Convertibles Securities 

The Company did not issue any option, warrants or convertible securities during 

the financial year. 

(d) American Depository Receipts ("ADR") or Global Depository Receipts 

("GBR") 

During the financial year, the Company did not sponsor any ADR or GDR 

programme. 

(e) Imposition of Sanctions/Penalties 

There were no sanctions and/or penalties imposed on the Company and its 

subsidiaries, Directors or management by the relevant regulatory bodies. 

(f) Non-Audit Fee 

The non-audit fees paid to external auditors, Moore Stephens during the 

financial year amounted to RM6,300/-. 

(g) Variation in Results 

There is no material variance between the results for the financial year and the 

unaudited results previously announced. 

The Company did not make any release on the profit estimate, forecast or 

projections for the financial year. 

(h) Profit Guarantee 

No profit guarantee was given by the Company in respect of the financial year.

(i) Recurrent Related Party Transactions 

Save as disclosed below, there are no transactions of the Company and/or 

its subsidiaries which involve the Directors or substantial shareholders of the 

Company and/or subsidiaries during the financial year ended 30 November, 

2003:- 

Transaction 

Value for the 

Financial Year 

Company in Ended 

the Amtel Interested 30 November, 

Group Related Related Nature of 2003 

Involved Party Party Transaction (RM’000) 

Topweb J-Pos Chang Chee Cross selling 

Sdn. Bhd. Sdn. Bhd. Seng* of different 

("TWSB") ("J-Pos") telecommunication 

products for 

trading and 

distribution 120 

Amtel Koid Hung Koid Hun Consultancy fee 36 

Industries Kuan Kian** 

Sdn. Bhd. 

(“AISB”) 

* Mr. Chang Chee Seng is a Director and substantial shareholder of TWSB by 

virtue of his 49.75% equity interest in TWSB. J-Pos is a 99.99% owned 

subsidiary of TWSB. He is deemed a substantial shareholder of J-Pos by virtue 

of his indirect equity interest of 99.99% in this company held through TWSB. 

** Mr. Koid Hun Kian is the Managing Director and substantial shareholder of the 

Company. He is also a Director of AISB. Mr. Koid Hun Kian has a direct equity 

interest of 10.69% in the Company, which in turn holds 100% equity interest in 

AISB. Mr. Koid Hung Kuan is the brother of Mr. Koid Hun Kian. 

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

length on commercial terms based on prevailing market prices which are not 

more favourable to the Related Parties than those extended to the general public 

and are not to the detriment of the minority shareholders. 

(j) Revaluation of Landed Properties 

The Company has yet to adopt a revaluation policy on landed properties. 


16 

Chairman’s 

Statement 

It gives me great pleasure to present, on behalf of the Board of Directors, the Annual Report and Financial 

Statements of the Company and Group for the financial year ended 30 November, 2003. 


INDUSTRY OVERVIEW 

The Malaysian economy remained stable in 2003 with growth seen mainly from the 

services and manufacturing sectors whilst the real gross domestic product expanded by 

4.5% as compared with 4.2% in 2002. This improvement was a result of sustainable 

strong domestic demand and exports in line with improvements in the world economy 

and trade conditions. The domestic economy was also driven by strong economic 

fundamentals and supported by the Government’s adoption of expansionary fiscal and 

monetary policies to spur domestic consumption and business investments amidst the low 

inflation environment in the country. 

TELECOMMUNICATIONS INDUSTRY 

The mergers and consolidation of telecommunications companies involved in the 

provision of line and cellular phone services in 2003 are expected to bring about better 

quality and more efficient services to the market.

Sales of cellular phones, in particular the sales of mobile handphones with digital 

cameras, are expected to lead the growth in the electronic equipment industry and this 

growth is underpinned by an expected stronger demand for telecommunications services 

in tandem with improved global economic performance. 

TIMBER INDUSTRY 

The forestry and logging sector was expected to record a moderate growth of about 2.2% 

in 2003. Export volumes of saw logs and sawn timbers increased by 17% and 0.4% 

during the 1st half of 2003 due to higher demand from India and China as these countries 

faced shortages. Overall export values of saw logs and sawn timbers were expected to 

increase by 4% and 0.5% respectively in 2003 to account for about 8% of total 

commodity exports of Malaysia. However, the export volumes of saw logs and sawn 

timbers are expected to be on the decline in the future due to government controlled 

logging in line with Malaysia’s policy of sustainable forestry management. 

FINANCIAL RESULTS 

For the financial year ended 30 November, 2003, the Group recorded a Profit before 

Taxation of RM0.250 million as compared with RM2.977 million in the previous year. 

As at 30 November, 2003, the Group’s Shareholders’ Fund amounted to RM38.987 

million with an increase of RM49,000 from RM38.938 million in 2002. 

REVIEW OF PERFORMANCE 

The Group recorded a Profit before Taxation of RM0.250 million despite a lower Group 

turnover. The decrease in revenue from the trading and services sector was mitigated by 

the increase in revenue and profit margins from the manufacturing and services sector as 

well as a positive share of profits from associated companies. 

(a) Trading and Distribution 

Trading and Distribution sales of the Group decreased in 2003 and this Division 

incurred an operating loss of RM0.387 million, due mainly to reduced trading 

revenue and profit margins on prepaid and reload cards of a subsidiary company 

amidst severe competitive market conditions. Notwithstanding this, the turnover of 

the Trading and Distribution Division contributed in excess of 50% of the Group’s 

turnover for the financial year under review. 

(b) Manufacturing and Services 

The Group’s efforts to rationalise its Manufacturing and Services activities since 

2002 have finally paid off with improvements seen during 2003 as the 

Manufacturing and Services Division contributed more than 35% of the Group’s 

turnover and achieved operating profit of RM0.804 million which was significantly 

higher than the RM63,000 recorded in 2002. 


18 


The Division’s share of associated companies’ results however, decreased by 

RM0.946 million in 2003. The associated companies recorded lower revenue in the 

1st half of 2003 as operations were adversely affected by logistics and shipping 

problems faced during the outbreak of SARS in Singapore, Hong Kong, China and 

Taiwan. The situation improved in the 2nd half of 2003. 

DIVIDEND 

The Board is not recommending any dividend for the financial year ended 30 November, 

2003. 

PROSPECTS 

Going forward, the Group will continue to concentrate and improve its business activities 

in the Trading and Manufacturing Divisions through cost control measures and 

productive management. With the commitment and hard work of the management and 

staff, the Group will also seek to improve the level of operating profit and to explore 

other business opportunities to bring positive and long term benefits to the Group. 

With the strengthening of the Malaysian economy and the anticipated world economic 

growth in 2004, the Board expects that the Group’s performance to be satisfactory in the 

coming year. 

APPRECIATION 

On behalf of the Board, I would like to express my utmost appreciation and gratitude to 

our dedicated and supportive management and employees of the Group. 

The Board also wishes to record its appreciation to our shareholders, valued customers, 

suppliers, bankers and business associates for their continued support and cooperation. 

DATO’ABDUL HAMID BIN HJ. MD. ZAINUDDIN 


Date: 22 April, 2004

Audit 

Committee 

COMPOSITION 

The Audit Committee ("the Committee") of Amtel Holdings Berhad ("the Company") 

was established on 1 August, 1997. The Committee presently comprises the following 

members: - 

YM. Tunku Dato’ Seri Kamel bin Tunku Rijaludin 

Chairman of the Committee/Independent Non-Executive Director 


Member of the Committee/Independent Non-Executive Director* 


Member of the Committee/Managing Director* 

*member of Malaysian Institute of Accountants 

MEETINGS 

The Committee held five meetings during the financial year ended 30 November, 2003 

with all members of the Committee present at all these five meetings. 

TERMS OF REFERENCE 

(1) Membership 

The Committee shall be appointed by the Board of Directors of the Company ("the 

Board") from among their members and shall comprise not less than three members, 

the majority of whom must be independent and non-executive directors and must not 

be substantial shareholders, and be free from any relationships that in the opinion of 

the Board, may interfere with the exercise of independent judgement in carrying out 

the functions of the Audit Committee. At least one member of the Committee must 


20 


be a member of Malaysian Institute of Accountants or possess equivalent 

qualifications recognised under the Accountants Act, 1967. No alternate director 

shall be appointed to the Committee. The Committee shall elect a chairman from 

among their number who shall be an independent director. The Board shall review 

the term of office and performance of the Committee and each of its members at 

least once every three years. 

(2) Meetings 

The Committee shall meet not less than four times during each financial year with a 

quorum of at least two members who must be independent directors. Any member of 

the Committee, the Company’s Chief Executive or the external auditors of the 

Company may request for a meeting of the Committee to be held if they consider it 

necessary. The Secretary of the Company or her representative shall act as secretary 

of the Committee. 

(3) Authority 

The Committee shall be authorised by the Board to perform and investigate any 

activity within its Terms of Reference and the Committee shall be empowered to 

obtain any information from the Company and/or its employees and to procure any 

professional and independent advice as may be necessary, in order to fulfill its 

responsibilities. 

(4) Functions 

• To review with the auditors, the audit plan; 

• To review with the auditors, their audit report and evaluation of the internal 

system of accounting controls; 

• To review the assistance given by the employees of the Group to the auditors; 

• To review the accounting policies adopted and any changes in accounting 

principles or practices; 

• To review the internal audit functions and the effectiveness and quality of the 

management information systems and other systems of accounting controls within 

the Group; 

• To review the compliance with accounting standards and requirements of the 

Stock Exchange; 

• To review the quarterly results and year end financial statements prior to the 

approval of the Board; 

• To review any related party transactions and conflict of interests situation that may 

arise within the Group; 

• To consider and/or recommend the appointment of the external auditors and their 

remuneration and any issue arising from their resignation or dismissal; and 

• To undertake any other functions as may be agreed between the Committee and 

the Board.

SUMMARY OF ACTIVITIES 

During the year under review, the Committee reviewed the quarterly reports as well as the 

annual financial statements and reports of the Group. The Committee met with the 

external auditors and discussed on the Group’s accounts, the scope of audit and audit 

plans. Members of the Committee also periodically held meetings with the members of 

the Management team to review the findings of the internal and external audits and to 

consider any significant changes in accounting and audit policies and compliance with 

applicable accounting standards. During the year, the Committee also reviewed the 

Group’s related and recurrent related party transactions. 

INTERNAL AUDIT FUNCTION 

In the discharge of its duties, the Audit Committee of the Company is supported by the 

internal auditors. The Internal Audit Department was formally established in September 

2002. The internal auditors have conducted internal audits of financial and operational 

matters of the Group. A summary of the activities of the internal audit is set out under 

the Statement of Internal Control. Due to their independence, the internal auditors are 

able to undertake investigations on operational inefficiency and ineffectiveness within 

the Group. Such monitoring enable the Group to maintain and enhance the integrity and 

effectiveness of the Group’s system of internal control. 


22 

Statement of 

Internal Control 


INTRODUCTION 

The Board of Directors is committed to maintain a sound system of internal control in 

the Group and is pleased to provide the following Statement of Internal Control in the 

Group which outlines the nature and scope of internal control of the Group during the 

year pursuant to paragraph 15.27(b) of the Bursa Malaysia Securities Berhad Listing 

Requirements. To this end, the Board of Directors also ensures that the external auditors 

review the Statement of Internal Control and report the results thereof to the Board of 

Directors annually. 

BOARD RESPONSIBILITY 

The Board of Directors acknowledges the importance of sound internal controls and risk 

management practices to good corporate governance. The Board affirms its overall 

responsibility for the Group’s systems of internal controls and risk management, and for 

reviewing the adequacy and integrity of those systems. The system of internal control 

covers risk management and financial, organisational, management information system, 

operational and compliance controls. 

However, in view of the limitations that are inherent in any systems of internal control, it 

must be noted that these systems are designed to manage and not eliminate risk of failure 

in meeting business objectives. In other words, the internal control can only provide 

reasonable and not absolute assurance against material mismanagement or loss. The 

associated companies have not been dealt with as part of the Group for the purpose of 

this statement.

INTERNAL AUDIT 

An Internal Audit Department was established in September 2002 with 3 main 

objectives:- 

• To ensure that the management of the Company maintains a sound system of internal 

controls to safeguard the Company’s assets and the investment of shareholders; 

• To ensure the quality, integrity and adequacy of the accounting, financial reporting 

and systems of internal controls of the Company; and 

• To provide reasonable but not absolute assurance against the risk of material 

misstatements in the financial statements of the Company. 

The duties of the Internal Auditor are as follows:- 

• To audit all business units and operations, including the following:- 

• Review of the adequacy of operational controls; 

• Management of Company’s assets; and 

• Quality of management information systems and other systems of accounting 

controls within the Group. 

• To provide timely and accurate information to the Audit Committee covering the 

financial performance of all business units and the Group as a whole; 

• To carry out regular visits to operating units which aims to monitor compliance with 

procedures and controls and assess the integrity of financial information; 

• To conduct investigations with regard to specific areas of concern as requested by the 

Audit Committee and the Management; and 

• To document the internal policies and procedures of all business units of the Group 

and set up a series of Standard Manuals, which will be subject to regular review and 

improvement. 

Any lack of conformity together with the comments from Operations Heads will be noted 

in Internal Audit reports, which are to be distributed to the Audit Committee. Internal 

Audit Reports are to be tabled at Audit Committee Meetings for its review and 

subsequent recommendation to the Board on corrective actions to be taken. The 

Management is responsible to ensure that the necessary corrective actions are taken. 


24 


RISK ASSESSMENT 

In order to enhance the risk management practices, the Group plans to develop a 

formalized risk management framework with the help of a firm of consultants which 

involves identifying, evaluating, monitoring and managing significant risks affecting the 

achievement of its business objectives. 

These initiatives will ensure that the Group has a formalised ongoing process in place to 

measure the significant risks affecting the achievement of its business objectives. 

KEY ELEMENTS OF INTERNAL CONTROLS 

The key elements of the Group’s internal control systems are described below:- 

• Clearly defined delegation of responsibilities to committees of the Board and to 

management of Head Office and operating units, including authorisation levels for all 

aspects of the business; 

• Management meetings are carried out by the Group Managing Director together with 

Operations Heads and the Finance Department to identify, discuss and resolve 

operational, financial and key management issues. Reviews are also conducted to 

ensure that actual performance is in compliance with the agreed targets set by the 

Group Managing Director and that corrective actions are taken to rectify any 

discrepancies in a timely and effective manner; 

• Regular and comprehensive information provided to management, covering financial 

performance and key business indicators, such as average collection term given to 

customers, average inventory holding days and cash flow performance; 

• Quarterly monitoring of results by the Board of Directors, with major variances being 

followed up and actions taken by the management, where necessary; 

• The systems of internal controls are monitored internally by the Group Managing 

Director, the Finance Department together with the Internal Audit Department; and 

• Regular internal audit visits to monitor compliance with procedures and assess the 

integrity of financial information. 

CONCLUSION 

No significant internal control weaknesses were identified during the financial year that 

may have resulted in any material losses or uncertainties that would require disclosure in 

the Group’s annual report.

Financial 

Statements 

26 Directors’ Report 

29 Statement by Directors 

29 Statutory Declaration 

30 Report of the Auditors 

31 Balance Sheets 

33 Income Statements 

34 Statement of 

Changes in Equity 

35 Cash Flow Statements 

37 Notes to the 

Financial Statements

26 

DIRECTORS’ REPORT 

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the 

Company for the year ended 30 November, 2003. 

PRINCIPAL ACTIVITIES 

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

activities of the subsidiary companies and associated companies are set out in note 3 and note 4 to the financial 

statements respectively. There have been no significant changes in the nature of these activities during the year. 

RESULTS 

GROUP COMPANY 

RM RM 

Profit/(Loss) before taxation 249,765 (1,116,824) 

Taxation (659,907) (8,320) 

Loss after taxation (410,142) (1,125,144) 

Minority interest 520,029 - 

Profit/(Loss) for the year 109,887 (1,125,144) 

DIVIDEND 

No dividend has been paid or declared by the Company since the end of the previous financial year and the Directors 

do not recommend any dividend payment for the current financial year. 

RESERVES AND PROVISIONS 

There were no material transfers to or from reserves or provisions during the year other than those disclosed in the 

financial statements. 

BAD AND DOUBTFUL DEBTS 

Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took 

reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and, the making of 

provisions for doubtful debts, and have satisfied themselves that all known bad debts had been written off and that 

adequate provision had been made for doubtful debts. 

At the date of this report, the Directors are not aware of any circumstances which would render the amount written 

off of bad debts, or the amount of provision for doubtful debts in the financial statements of the Group and of the 

Company inadequate to any substantial extent. 

CURRENT ASSETS 

Before the income statements and the balance sheets of the Group and of the Company were made out, the Directors 

took reasonable steps to ensure that any current assets which were unlikely to be realised in the ordinary course of 

business including their values as shown in the accounting records of the Group and of the Company have been 

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

At the date of this report, the Directors are not aware of any circumstances which would render the values attributed 

to the current assets in the financial statements of the Group and of the Company misleading. 

VALUATION METHODS 

At the date of this report, the Directors are not aware of any circumstances which have arisen which render adherence 

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

Amtel Holdings Berhad 2003 annual report

CONTINGENT AND OTHER LIABILITIES 

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

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year 

which secures the liabilities of any other person, or 

(ii) any contingent liability in respect of the Group or of the Company which has arisen since the end of the financial year. 

No contingent or other liability of the Group or of the Company has become enforceable, or is likely to become enforceable 

within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may 

substantially affect the ability of the Group or of the Company to meet their obligations as and when they fall due. 

CHANGE OF CIRCUMSTANCES 

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

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

statements misleading. 

ITEMS OF AN UNUSUAL NATURE 

In the opinion of the Directors:- 

(i) the results of the operations of the Group and of the Company for the financial year were not substantially 

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

(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, 

transaction or event of a material and unusual nature likely to affect substantially the results of the operations 

of the Group and of the Company for the financial year in which this report is made. 

ISSUE OF SHARES 

During the financial year, no issue of shares was made by the Company. 

DIRECTORS OF THE COMPANY 

The Directors in office since the date of the last report are as follows:- 

Dato' Abdul Hamid bin Hj. Md. Zainuddin 

Koid Hun Kian 

Tunku Dato' Seri Kamel bin Tunku Rijaludin 

Ng Ah Chong 

Siow Hock Lee 

Goh Hock Hai 

Ng Lee Fang (Alternate Director to Ng Ah Chong) 

The interest of the Directors in office as at the end of the financial year in the shares of the Company and its subsidiary 

companies during the financial year according to the registers required to be kept under Section 134 of the Companies 

Act, 1965 are as follows:- 

Number of ordinary shares of RM1/- each 

At At 

1.12.02 Bought Sold 30.11.03 

Interest in the Company 

Direct interest 

Dato' Abdul Hamid bin Hj. Md. Zainuddin 6,586,666 - (6,450,000) 136,666 

Koid Hun Kian 4,475,999 - - 4,475,999 

Ng Ah Chong 1,456,000 - (1,061,000) 395,000 

Siow Hock Lee 65,333 - - 65,333 

Goh Hock Hai - 820,000 (620,000) 200,000 


28 

DIRECTORS OF THE COMPANY (CONT’D) 

Number of ordinary shares of RM1/- each 

At At 

1.12.02 Bought Sold 30.11.03 

Interest in the Company 

Indirect interest 

Being shares held through a company in which 

the Director is deemed interested 

Ng Ah Chong 6,844,303 - (724,200) 6,120,103 

Other than the Directors' direct and indirect interests shown above, the Directors who have substantial interest in the 

shares of the Company are also deemed to have an interest in the shares of the subsidiary companies to the extent the 

Company has an interest. 

In accordance with Article 80 of the Company's Articles of Association, Mr. Koid Hun Kian and Tunku Dato’ Seri 

Kamel bin Tunku Rijaludin retire by rotation at the forthcoming annual general meeting of the Company and, being 

eligible, offer themselves for re-election. 

DIRECTORS' BENEFITS 

Since the end of the previous financial year, no director of the Company has received or become entitled to receive 

any benefit (other than a benefit included in the aggregate amount of remuneration received or due and receivable by 

directors and the estimated value of benefit-in-kind shown in the financial statements) by reason of a contract made 

by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with 

a company in which the Director has a substantial financial interest. 

Neither during nor at the end of the financial year, was the Company a party to any arrangement whose object is to 

enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any 

other body corporate. 

SIGNIFICANT EVENTS 

On 9 May, 2003, the Company via its wholly owned subsidiary company namely Amtel Resources Sdn. Bhd. 

(“ARSB”) entered into an unconditional Share Sale Agreement with Loh Weng Sung (“the Purchaser”) for the 

disposal of its entire 50% equity interest comprising 250,000 ordinary shares of RM1/- each in Kota Naluri Sdn. Bhd. 

(“KNSB”) for a cash consideration of RM750,000/-. 

Subsequently, on 3 July, 2003, ARSB entered into a Variation Agreement with the Purchaser and KNSB for the 

settlement of the purchase consideration of RM750,000/- by way of the transfer of 12 parcels of properties which are 

beneficially owned by the Purchaser to ARSB. The 11 parcels of properties were transferred to and registered in the name 

of ARSB on 31 December, 2003 and 1 parcel of the property was transferred and registered on 5 January, 2004. 

AUDITORS 

The auditors, Messrs. Moore Stephens, have expressed their willingness to continue in office. 

PETALING JAYA 

Date: 23 March, 2004 


On Behalf of the Board 


Koid Hun Kian

We, the undersigned, being two of the Directors of the Company, do hereby state that in the opinion of the Directors, 

the accompanying financial statements as set out on pages 31 to 72, are drawn up in accordance with the provisions 

of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair 

view of the state of affairs of the Group and of the Company as at 30 November, 2003 and of the results of the 

operations, changes in equity and the cash flows of the Group and of the Company for the year ended on that date. 

PETALING JAYA 


On Behalf of the Board 


Koid Hun Kian 

STATUTORY DECLARATION 

I, Koid Hun Kian, NRIC No.: 560829-02-5249, being the Director primarily responsible for the financial management 

of the Company, do solemnly and sincerely declare that the financial statements as set out on pages 31 to 72, are to 

the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same 

to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. 

Subscribed and solemnly declared at 

Petaling Jaya in the state of Selangor Darul Ehsan 

this 23 day of March, 2004 

Before me 

STATEMENT BY DIRECTORS 

S. Arokiasamy (B003) Koid Hun Kian 

Commissioner of Oaths 


30 

REPORT OF THE AUDITORS to the members of Amtel Holdings Berhad 

We have audited the financial statements set out on pages 31 to 72. 

The preparation of the financial statements are the responsibility of the Company's directors. Our responsibility is to 

express an opinion on the financial statements based on our audit. 

We conducted our audit in accordance with the approved standards on auditing in Malaysia. These standards require 

that we plan and perform the audit to obtain all the information and explanations, which we considered necessary to 

provide us with sufficient evidence to give reasonable assurance that the financial statements are free of material 

misstatement. Our audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the 

financial statements. Our audit includes an assessment of the accounting principles used and significant estimates 

made by the Directors as well as evaluating the overall adequacy of the presentation of information in the financial 

statements. We believe our audit provides a reasonable basis for our opinion. 

In our opinion, 

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

applicable approved accounting standards in Malaysia so as to give a true and fair view of:- 

and 

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

of the Group and of the Company; and 

(ii) the state of affairs of the Group and of the Company as at 30 November, 2003 and of the results of the 

operations, changes in equity and cash flows of the Group and of the Company for the year ended on that date; 

(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the 

Company and its subsidiary companies of which we have acted as auditors have been properly kept in 

accordance with the provisions of the said Act. 

The names of the subsidiary companies of which we have not acted as auditors are indicated in note 3 to the financial 

statements. We have considered the financial statements of these subsidiary companies and their auditors' reports thereon. 

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the 

Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of 

the consolidated financial statements and we have received satisfactory information and explanations as required by 

us for these purposes. 

The auditors' reports on the financial statements of the subsidiary companies were not subject to any qualification 

and did not include any comment made under Section 174(3) of the Companies Act, 1965. 

MOORE STEPHENS CHONG KWONG CHIN 

CHARTERED ACCOUNTANTS 707/04/04 (J/PH) 

(AF.0282) PARTNER 

KUALA LUMPUR 



BALANCE SHEETS as at 30 November, 2003 

GROUP COMPANY 

2003 2002 2003 2002 

NOTE RM RM RM RM 

NON-CURRENT ASSETS 

Property, plant and equipment 2 23,702,364 21,808,909 567,599 160,028 

Investment in subsidiary companies 3 - - 29,683,293 30,995,746 

Interest in associated companies 4 9,747,711 9,225,396 - - 

Other investments 5 245,021 944,853 61,000 267,140 

Long term receivable 6 - 513,000 - - 

Goodwill on consolidation 7 - 5,416 - - 

Deferred tax assets 8 940,000 1,010,000 - - 

34,635,096 33,507,574 30,311,892 31,422,914 

CURRENT ASSETS 

Inventories 9 4,697,732 5,957,094 - - 

Short term investments 10 881,166 - - - 

Trade receivables 11 18,033,304 15,906,286 - - 

Other receivables, deposits and prepayments 12 4,590,440 2,968,193 40,227 8,524 

Tax assets 13 501,325 370,652 608,489 216,490 

Amount owing by subsidiary companies 14 - - 19,986,625 19,998,898 

Amount owing by associated company 15 - 1,255,084 - 4,174 

Cash on deposits with licensed financial institutions 16 6,322,262 4,858,619 - - 

Cash and bank balances 2,223,201 2,120,472 62,731 162,594 

37,249,430 33,436,400 20,698,072 20,390,680 

CURRENT LIABILITIES 

Trade payables 15,094,601 8,668,289 - - 

Other payables and accruals 2,697,891 4,555,107 186,575 143,264 

Amount owing to subsidiary companies 14 - - 4,703,607 4,790,149 

Amount owing to associated company 15 604 - 604 - 

Provision 17 402,483 - - - 

Bank borrowings 18 10,014,228 11,878,346 - - 

Hire purchase payables 19 489,595 310,669 66,366 18,305 

Tax liabilities 439,109 727,930 - - 

29,138,511 26,140,341 4,957,152 4,951,718 

NET CURRENT ASSETS 8,110,919 7,296,059 15,740,920 15,438,962 

42,746,015 40,803,633 46,052,812 46,861,876 


32 

BALANCE SHEETS (Cont’d) 

GROUP COMPANY 

2003 2002 2003 2002 


CAPITAL AND RESERVES 

Share capital 20 41,866,667 41,866,667 41,866,667 41,866,667 

Reserves 21 (2,879,693) (2,928,198) 3,870,065 4,995,209 

Shareholders' Equity 38,986,974 38,938,469 45,736,732 46,861,876 

Minority Interest 979,198 1,499,227 - - 

NON-CURRENT LIABILITIES 

Hire purchase payables 19 845,836 231,178 316,080 - 

Term loans 22 1,851,462 - - - 

Deferred tax liabilities 23 82,545 134,759 - - 

2,779,843 365,937 316,080 - 

42,746,015 40,803,633 46,052,812 46,861,876 

The annexed notes form an integral part of, and should be read in conjunction with, these financial statements. 


INCOME STATEMENTS for the year ended 30 November, 2003 

GROUP COMPANY 

2003 2002 2003 2002 


OPERATING REVENUE 24 99,713,246 116,056,222 233,274 511,487 

COST OF SALES 25 (92,645,168) (108,410,277) - - 

GROSS PROFIT 7,068,078 7,645,945 233,274 511,487 

OTHER OPERATING REVENUE 1,736,507 3,051,392 28,599 15,023 

DISTRIBUTION COSTS (1,428,965) (1,182,359) - - 

ADMINISTRATIVE COSTS (4,902,057) (4,879,853) (854,967) (517,301) 

OTHER OPERATING COSTS (2,302,240) (2,712,160) (507,846) (268,333) 

(8,633,262) (8,774,372) (1,362,813) (785,634) 

PROFIT/(LOSS) FROM OPERATIONS 171,323 1,922,965 (1,100,940) (259,124) 

FINANCE COSTS (1,071,599) (1,142,157) (15,884) (14,691) 

(900,276) 780,808 (1,116,824) (273,815) 

SHARE OF ASSOCIATED 

COMPANIES' RESULTS 1,150,041 2,195,975 - - 

PROFIT/(LOSS) BEFORE TAXATION 26 249,765 2,976,783 (1,116,824) (273,815) 

TAXATION 27 (659,907) (1,154,218) (8,320) 11,490 

PROFIT/(LOSS) AFTER TAXATION (410,142) 1,822,565 (1,125,144) (262,325) 

MINORITY INTEREST 520,029 (16,445) - - 

PROFIT/(LOSS) FOR THE YEAR 109,887 1,806,120 (1,125,144) (262,325) 

EARNINGS PER ORDINARY 

SHARE (SEN) 28 0.26 4.31 



34 

STATEMENTS OF CHANGES IN EQUITY for the year ended 30 November, 2003 

GROUP 

RETAINED 

CAPITAL PROFITS/ TOTAL 

SHARE SHARE REDEMPTION RESERVE ON (ACCUMULATED SHAREHOLDERS' 

CAPITAL PREMIUM RESERVE CONSOLIDATION LOSSES) EQUITY 

RM RM RM RM RM RM 

At 1.12.01 

As previously 

reported 31,400,000 14,811,345 600,000 84,249 (10,904,240) 35,991,354 

Prior year 

adjustment (note 29) - - - - 1,216,170 1,216,170 

As restated 31,400,000 14,811,345 600,000 84,249 (9,688,070) 37,207,524 

Net profit for 

the year - - - - 1,806,120 1,806,120 

Acquisition of a 

subsidiary company - - - 91,477 - 91,477 

Amortisation during 

the year - - - (45,822) - (45,822) 

- - - 45,655 - 45,655 

Capitalisation as 

bonus issue 

Bonus issue expenses 

10,466,667 (9,866,667) (600,000) - - - 

incurred - (120,830) - - - (120,830) 

At 30.11.02 41,866,667 4,823,848 - 129,904 (7,881,950) 38,938,469 

Net profit for 

the year - - - - 109,887 109,887 

Amortisation during 

the year - - - (61,382) - (61,382) 

At 30.11.03 41,866,667 4,823,848 - 68,522 (7,772,063) 38,986,974 

COMPANY 

At 1.12.01 31,400,000 14,811,345 600,000 - 433,686 47,245,031 

Net loss for the year - - - - (262,325) (262,325) 

Capitalisation as 

bonus issue 10,466,667 (9,866,667) (600,000) - - - 

Bonus issue 

expenses incurred - (120,830) - - - (120,830) 

At 30.11.02 41,866,667 4,823,848 - - 171,361 46,861,876 

Net loss for the year - - - - (1,125,144) (1,125,144) 

At 30.11.03 41,866,667 4,823,848 - - (953,783) 45,736,732 



CASH FLOWS FROM 

OPERATING ACTIVITIES 

GROUP COMPANY 

2003 2002 2003 2002 


Profit/(Loss) Before Taxation 249,765 2,976,783 (1,116,824) (273,815) 

Adjustments for:- 

CASH FLOW STATEMENTS for the year ended 30 November, 2003 

Amortisation of goodwill on consolidation 5,416 21,715 - - 

Amortisation of reserve on consolidation (61,382) (45,822) - - 

Bad debts written off 101,074 397,387 - - 

Depreciation of property, plant and equipment 1,143,186 1,216,871 135,500 123,482 

Dividend revenue (6,646) (7,469) - - 

Allowance/(Write back) for 

diminution in value of:- 

- quoted shares (498) 20,721 - - 

- short term investments 42,212 - - - 

Loss on dilution of equity interest 

in subsidiary company - 15,821 - - 

Property, plant and equipment written off 3,846 1,282 739 - 

Provision of warranty cost 402,483 - - - 

Allowance for doubtful debts 44,663 - - - 

Gain on disposal of property, plant and equipment (366,963) (338,207) - - 

Gain on disposal of quoted investment (202,600) (99,768) - - 

Gain on disposal of subsidiary company - (34,651) - - 

Gain on disposal of associated company (486,368) - - - 

Interest expenses 960,483 1,041,921 14,937 13,200 

Interest revenue (169,441) (168,593) (2,599) (3,624) 

Unrealised gain on foreign exchange - (3,201) - - 

Waiver of debts - 9,246 - 13,189 

Allowance for doubtful debts no longer required - (429,112) - - 

(Reversal of allowance)/ 

Allowance for obsolete inventories (24,058) 9,863 - - 

Obsolete inventories written off - 101,506 - - 

Share of results of associated companies (1,150,041) (2,195,975) - - 

Inventories written down 36,770 - - - 

Operating Profit/(Loss) Before Working Capital Changes 521,901 2,490,318 (968,247) (127,568) 

Decrease/(Increase) in inventories 1,246,650 (455,421) - - 

Increase in trade and other receivables (4,047,002) (1,272,235) (31,703) (876) 

Increase/(Decrease) in trade and other payables 4,569,096 547,033 43,311 (199,805) 

Cash Generated From/(Used In) Operations 2,290,645 1,309,695 (956,639) (328,249) 

Interest paid (960,483) (1,041,921) (14,937) (13,200) 

Interest received 169,441 168,593 2,599 3,624 

Income tax refunded 392,000 730,045 - - 

Income tax paid (1,089,521) (1,333,989) (400,319) (280,625) 

Net Cash Generated From/ 

(Used In) Operating Activities Carried Down 802,082 (167,577) (1,369,296) (618,450) 


36 

CASH FLOW STATEMENTS (Cont’d) 

GROUP COMPANY 

2003 2002 2003 2002 


Net Cash Generated From/(Used In) 

Operating Activities Brought Down 802,082 (167,577) (1,369,296) (618,450) 


INVESTING ACTIVITIES 

Acquisition of additional shares in subsidiary companies - (54) - - 

Acquisition of a subsidiary company - - - (2) 

Compensation recovered pursuant to profit guarantee - 666,407 - 666,407 

Disposal of a subsidiary company, 

net of cash disposed of 30 - 5,374 - - 

Dividend received 6,646 7,469 - - 

Dividend received out of pre-acquisition profit 

of a subsidiary company - - 1,312,453 42,247 

Proceeds from disposal of property, plant and equipment 396,485 491,112 93,000 - 

Proceeds from disposal of quoted investments 6,426,892 457,790 - - 

Proceeds from disposal of other investment - 700,000 206,140 - 

Purchase of property, plant and equipment 31 (1,012,074) (3,225,353) (222,810) (15,279) 

Purchase of quoted investments (6,447,340) (1,764,495) - (216,140) 

Repayments from subsidiary companies - - 12,273 1,517,031 

Net Cash (Used In)/Generated 

From Investing Activities (629,391) (2,661,750) 1,401,056 1,994,264 


FINANCING ACTIVITIES 

Bonus issue expenses - (120,830) - (120,830) 

Repayments to subsidiary companies - - (86,542) (3,888,613) 

Advances from/(Repayments to) associated company 1,255,688 1,282,901 4,778 (3,099) 

Net (repayment of)/proceeds from bills payable (1,830,379) 916,444 - - 

Net repayment of revolving credits (990,000) (1,900,000) - - 

Payment to hire purchase payables (514,351) (419,628) (49,859) (73,344) 

Proceeds from term loans 2,622,091 - - - 

Payments received from long term receivable 665,000 450,999 - - 

Net Cash Generated From/(Used In) Financing Activities 1,208,049 209,886 (131,623) (4,085,886) 

NET INCREASE/(DECREASE) IN CASH AND 

CASH EQUIVALENTS 1,380,740 (2,619,441) (99,863) (2,710,072) 

CASH AND CASH EQUIVALENTS AT 

BEGINNING OF THE YEAR 6,291,124 8,910,565 162,594 2,872,666 

CASH AND CASH EQUIVALENTS AT 

END OF THE YEAR 32 7,671,864 6,291,124 62,731 162,594 



The financial statements of the Group and of the Company have been prepared in accordance with the provisions of 

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

1. SIGNIFICANT ACCOUNTING POLICIES 

The significant accounting policies adopted by the Group and the Company are consistent with those adopted 

in previous year except for the adoption of new applicable accounting standards as follows:- 

(i) MASB 23, Impairment of Assets 

(ii) MASB 24, Financial Instruments : Disclosure and Presentation 

(iii) MASB 25, Income Taxes 

(iv) MASB 27, Borrowing Costs 

NOTES TO THE FINANCIAL STATEMENTS - 30 November, 2003 

The retrospective effects of adopting MASB 25 are summarised in the Statement of Changes in Equity and 

further information is disclosed in note 29 to the financial statements. The adoption of MASB 25 has the effect 

of decreasing the Group profit for the year by RM70,000/- (2002 : RM172,797/-). The adoption of the other new 

MASB Standards have no material impact on the financial statements nor have given rise to any adjustments to 

the opening balances of retained profits of the prior and current year or to changes in comparatives. 

(a) Basis of Accounting 

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

convention unless otherwise indicated in the respective accounting policies as set out below. 

(b) Basis of Consolidation 

The Group’s financial statements incorporate the financial statements of the Company and all its 

subsidiary companies made up to the end of the financial year. 

The financial statements of the subsidiary companies acquired or disposed of during the year are included 

in the Group’s financial statements based on the acquisition method from the effective date of acquisition 

or up to the effective date of disposal respectively. 

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

consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on 

consolidation unless costs cannot be recovered. 

The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and 

the Group’s share of its net assets together with any unamortised balance of goodwill on acquisition and 

exchange differences. 

Goodwill or reserve on consolidation represents the difference between the consideration paid for the shares 

in the subsidiary and associated companies and the fair values of attributable net assets acquired as applicable. 

(c) Subsidiary Companies 

Subsidiary companies are those enterprise controlled by the Company. Control exists when the Company 

has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as 

to obtain benefits from its activities. 

Investments in subsidiary companies, which are eliminated on consolidation, are stated at cost less 

accumulated impairment losses, if any, in the Company's financial statements. An impairment loss is 

recognised when there is an impairment in the value of the investments determined on individual basis and 

is charged to the income statement as an expense. The difference between net disposal proceeds and its 

carrying amount is charged or credited to income statement upon disposal of the investment. 


38 

NOTES TO THE FINANCIAL STATEMENTS (Cont’d) 

1. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 

(c) Subsidiary Companies (Cont’d) 

Dividend declared by subsidiary companies out of pre-acquisition profits are treated as a return of part of 

the Company’s investments in the subsidiary companies. Such dividends are not accounted for as income 

in the financial statements of the Company but instead be applied against the investment account to record 

a reduction in the cost of investment. 

(d) Associated Companies 

An associated company is a company in which the Group has significant influence and which is neither a 

subsidiary company nor a joint venture. Significant influence is the power to participate in the financial 

and operating policy decisions of the investee but has no control over those policies. 

Investments in associated companies are stated at cost less accumulated impairment losses, if any, in the 

Company’s financial statements. 

The consolidated income statement includes the Group’s share of the associated companies' profits less 

losses based on the audited financial statements of the associated companies after adjustments for 

depreciation of depreciable assets stated at fair values to the Group and amortisation or write down of 

goodwill or reserve on acquisition of the associated companies. The share of losses of associated 

companies are limited to the carrying value of the investment determined on an individual basis. 

In the consolidated balance sheet, the Group’s interest in associated companies is stated at cost plus the 

Group’s share of post acquisition reserve of the associated companies after adjustments for depreciation 

of depreciable assets stated at fair values to the Group and amortisation or write down of goodwill or 

reserve on acquisition of the associated companies. 

(e) Amortisation of Goodwill and Reserve on Consolidation 

Goodwill or reserve on consolidation arising from acquisition of subsidiary companies and associated 

companies is amortised through the income statement over a period of 3 to 25 years or the expected useful 

life, whichever is the shorter, upon commencement of operation. Goodwill on consolidation is written 

down when there is an impairment in their carrying value. 

(f) Property, Plant and Equipment and Depreciation 

Property, plant and equipment are stated at cost less accumulated depreciation and accumulated 

impairment losses, if any. 

No amortisation is provided on freehold land. Depreciation is calculated on the straight line basis to write 

off the cost of the other property, plant and equipment over their estimated useful lives. 

The principal annual rates used for this purpose are:- 

Leasehold land and buildings Over lease period of 52 years, 55 years and 99 years 

Apartment and freehold buildings 2% 

Plant and machinery, factory 

equipment and tools 10% - 33.33% 

Renovation, furniture, fixture, 

fittings, office equipment and 

electrical installation 10% - 33.33% 

Motor vehicles 20% 

(g) Impairment of Assets 

The carrying amounts of assets other than inventories, financial assets and tax assets are reviewed at each 

balance sheet date to determine whether there is any indication of impairment. If such an indication exists, 

the asset's recoverable amount is estimated. The recoverable amount is the higher of net selling price and 

the value in use, which is measured by reference to discounted future cash flows. An impairment loss is 

recognised whenever the carrying amount of an item of assets exceeds its recoverable amount. 




(g) Impairment of Assets (Cont’d) 

An impairment loss is recognised as an expense in the income statement. Any subsequent increase in 

recoverable amount due to a reversal of impairment loss is restricted to the carrying amount that would 

have been determined (net of accumulated depreciation, where applicable) had no impairment loss been 

recognised in prior years. The reversal of impairment loss is recognised as revenue in the income 

statement. 

(h) Inventories 

Inventories are stated at the lower of cost and net realisable value and are determined on the first-in-firstout 

or weighted average cost basis, as applicable. Cost includes the actual cost of materials and incidentals 

in bringing the inventories into store and for manufactured inventories, it also includes labour and 

appropriate production overheads. 

In arriving at the net realisable value, due allowance is made for obsolete and slow moving inventories. 

(i) Hire Purchase 

Hire purchase instalment plans are agreements whereby the lender conveys to the hirer, in return for a 

series of instalment payments, the rights to use the assets involved with an option for hirer to purchase the 

assets upon full settlement of the instalment payments. 

Cost of property, plant and equipment acquired under the hire purchase instalment plans are capitalised as 

property, plant and equipment and depreciated in accordance with the Group’s policy on depreciation of 

property, plant and equipment. The related finance charges are allocated to the income statement over the 

period of the instalment plans based on the sum-of-digit method and the total outstanding instalment 

payments after deducting the unexpired finance charges are included in creditors. 

(j) Taxation 

Taxation in the income statement represents the aggregate amount of current and deferred tax. Current tax 

is the expected amount payable in respect of taxable income for the year and any adjustments recognised 

in the year for current tax of prior years. 

Deferred tax is recognised, using the liability method, on all temporary differences except where the 

temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset 

or liability in a transaction, which is not a business combination and at the time of the transaction, affects 

neither accounting profit nor taxable profit. Deferred tax is measured at the tax rates that are expected to 

apply in the period in which the assets are realised or the liabilities are settled. 

Deferred tax is recognised in equity when it relates to items recognised directly in equity. When deferred 

tax arises from business combination that is an acquisition, the deferred tax is included in the resulting 

goodwill or negative goodwill. 

Deferred tax assets are recognised only to the extent that there are sufficient taxable temporary differences 

relating to the same taxation authority to offset or when it is probable that future taxable income will be 

available against which the assets can be utilised. 

(k) Provision for Liabilities 

Provision for liabilities are recognised when the Group has a present obligation as a result of a past event 

and it is probable that an outflow of resources embodying economic benefits will be required to settle the 

obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance 

sheet date and adjusted to reflect the current best estimate. Where the effect of the time value of money is 

material, the amount of a provision is the present value of the expenditure expected to be required to settle 

the obligation. 


40 



(l) Revenue Recognition 

Revenue from sales of goods and services rendered are recognised upon delivery of products and when the 

risks and rewards of ownership has been passed or upon completion of the performance of services 

rendered to customers respectively. Sales represent gross invoiced value of goods sold net of sales tax, 

trade discounts and allowances. 

Revenue from contracts is recognised on the percentage of completion method when the outcome of the 

contracts can be reliably estimated, in the proportion which total costs incurred to date bear to the total 

estimated costs of the contracts. 

Dividend revenue from investment in subsidiary companies and associated companies is recognised when 

the right to receive the dividend is established. 

Dividend revenue from quoted investment is recognised on receipt basis. 

Rental revenue and management fees are recognised on receivable basis. 

Interest revenue is recognised on a time proportion basis that reflects the effective yield on the asset. 

(m) Foreign Currencies 

Transactions in foreign currencies are converted into Ringgit Malaysia at the rates of exchange ruling at 

the time of the transaction and where settlement had not taken place as at 30 November, 2003, at the rates 

ruling as at that date. All gains and losses on exchange are included in the income statement. 

The principal exchange rates (in unit of foreign currency per Ringgit Malaysia) used in translating foreign 

currency amounts are as follows:- 

Year End Rate 

2003 2002 

RM RM 

U.S. Dollar 3.80 3.80 

Euro 3.60 3.60 

(n) Exceptional Items 

Exceptional items relate to items of income and expense within profit or loss from ordinary activities 

which are of such size, nature or incidence that their disclosure is relevant to explain the performance of 

the Group. 

(o) Cash and Cash Equivalents 

Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, bank overdrafts and 

highly liquid investments that are readily convertible to known amount of cash and are subject to 

insignificant risk of changes in value. 

(p) Financial Instruments 

Financial instruments are classified as assets, liabilities or equity in accordance with the substance of the 

contractual arrangement. Interest, dividends, losses and gains relating to financial instruments classified 

as assets or liabilities are reported as expense or revenue. Distributions to holders of financial instruments 

classified as equity are charged directly to equity. Financial instruments are offset when the Company has 

a legally enforceable right to offset and intends either to settle on a net basis or to realise the asset and 

settle the liability simultaneously. 



(p) Financial Instruments (Cont’d) 


The recognised financial instruments comprise cash and cash equivalents, fixed deposits, trade and other 

receivables, trade and other payables, other non-current investments, bank borrowings and ordinary shares. 

These instruments are recognised in the financial statements when a contract or contractual arrangement 

has been entered into with the counter-parties. 

The unrecognised financial instruments comprise financial guarantees given to financial institutions and 

third party suppliers for subsidiary companies’ banking and credit facilities. The financial guarantees 

would be recognised as liabilities when obligations to pay the counter-parties are assessed as being 

probable. 

(i) Cash on Deposits and Receivables 

Cash on deposits with licensed financial institutions are stated at cost. 

Receivables are stated at cost less allowance for doubtful debts, if any, which are the anticipated 

realisable values. Known bad debts are written off and specific allowance is made for those debts 

considered to be doubtful of collection. In addition, general allowances are made to cover possible 

losses which are not specifically identified. 

(ii) Payables 

Payables are stated at cost which are the fair values of the considerations to be paid in the future for 

goods and services received. 

(iii) Other Investments 

Current and non-current investments other than investments in subsidiary companies and associated 

companies are stated at cost less allowance for diminution in value, if any. 

Short term investment is stated at lower of cost or market value less allowance for diminution in 

value, if any. 

On disposal of an investment, the difference between net disposal proceeds and its carrying amount 

is charged or credited to the income statement. 

(iv) Interest Bearing Borrowings 

The interest bearing borrowings include bank overdrafts, revolving credit, bills payable, term loans 

and hire purchase payables are stated at the amount of proceeds received, net of transaction costs. 

(v) Equity Instruments 

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the 

period in which they are declared. 

The transaction costs of an equity transaction, other than in the context of a business combination, 

are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those 

external costs directly attributable to the equity transaction which would otherwise have been 

avoided. Cost of issuing equity securities in connection with a business combination are included in 

the cost of acquisition. 

(q) Capitalisation of Borrowing Costs 

Borrowing costs in respect of expenditure incurred on acquisition of property, plant and equipment is 

capitalised during the period when activities to plan, develop and construct these assets are undertaken. 

Capitalisation of borrowing costs ceases when the property, plant and equipment are ready for their 

intended use. 


42 


2. PROPERTY, PLANT AND EQUIPMENT 

PLANT & 

RENOVATION, 

FURNITURE, 

FIXTURE, 

FITTINGS, 

MACHINERY, OFFICE 

FACTORY EQUIPMENT & 

FREEHOLD LEASEHOLD APARTMENT EQUIPMENT ELECTRICAL MOTOR 

GROUP LAND LAND & BUILDINGS & TOOLS INSTALLATION VEHICLES TOTAL 

RM RM RM RM RM RM RM 

COST 

At 1.12.02 15,231,364 1,238,797 2,509,956 3,999,376 2,987,584 3,909,186 29,876,263 

Additions 996,297 - 241,238 744,290 281,515 806,669 3,070,009 

Disposals - - - - (15,680) (1,073,008) (1,088,688) 

Written off - - - - (150,456) - (150,456) 

At 30.11.03 16,227,661 1,238,797 2,751,194 4,743,666 3,102,963 3,642,847 31,707,128 

ACCUMULATED 

DEPRECIATION 

At 1.12.02 - 71,274 172,464 2,647,561 2,486,675 2,689,380 8,067,354 

Charge for the year - 23,560 48,425 273,543 300,659 496,999 1,143,186 

Disposals - - - - (15,678) (1,043,488) (1,059,166) 

Written off - - - - (146,610) - (146,610) 

At 30.11.03 - 94,834 220,889 2,921,104 2,625,046 2,142,891 8,004,764 

NET BOOK VALUE 

At 30.11.03 16,227,661 1,143,963 2,530,305 1,822,562 477,917 1,499,956 23,702,364 

At 30.11.02 15,231,364 1,167,523 2,337,492 1,351,815 500,909 1,219,806 21,808,909 

Depreciation 

charge for the 

year ended 

30.11.02 - 9,238 27,716 194,737 453,762 531,418 1,216,871 

FURNITURE, 

FIXTURE, 

FITTINGS & 

OFFICE MOTOR 

COMPANY EQUIPMENT VEHICLES RENOVATION TOTAL 

RM RM RM RM 

COST 

At 1.12.02 330,897 391,583 49,425 771,905 

Additions 18,639 618,171 - 636,810 

Disposal - (93,000) - (93,000) 

Written off (10,690) - - (10,690) 

At 30.11.03 338,846 916,754 49,425 1,305,025 


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

FURNITURE, 

FIXTURE, 

FITTINGS & 

OFFICE MOTOR 

COMPANY EQUIPMENT VEHICLES RENOVATION TOTAL 

RM RM RM RM 

ACCUMULATED 

DEPRECIATION 

At 1.12.02 313,787 271,245 26,845 611,877 

Charge for the year 11,273 107,916 16,311 135,500 

Written off (9,951) - - (9,951) 

At 30.11.03 315,109 379,161 43,156 737,426 


At 30.11.03 23,737 537,593 6,269 567,599 

At 30.11.02 17,110 120,338 22,580 160,028 

Depreciation charge for 

the year ended 30.11.02 28,855 78,317 16,310 123,482 

ANALYSIS OF LEASEHOLD LAND 


ACCUMULATED NET BOOK AMORTISATION 

GROUP COST DEPRECIATION VALUE FOR THE YEAR 

RM RM RM RM 

At 30.11.03 

Long leasehold land 1,105,538 58,796 1,046,742 20,997 

Short leasehold land 133,259 36,038 97,221 2,563 

1,238,797 94,834 1,143,963 23,560 

At 30.11.02 

Long leasehold land 1,105,538 37,799 1,067,739 6,675 

Short leasehold land 133,259 33,475 99,784 2,563 

1,238,797 71,274 1,167,523 9,238 

(a) Certain freehold land, leasehold land and buildings of the Group with net book value of RM17,673,000/- 

(2002 : RM15,700,814/-) are pledged as securities for banking facilities of the Group. 


44 


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

(b) The property, plant and equipment under hire purchase instalment plans are as follows:- 

COST 


GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Plant and machinery 988,000 - - - 

Motor vehicles 1,922,734 1,455,629 525,171 96,532 


2,910,734 1,455,629 525,171 96,532 

Plant and machinery 887,133 - - - 

Motor vehicles 1,218,257 942,591 472,795 46,657 

3. INVESTMENT IN SUBSIDIARY COMPANIES 

2,105,390 942,591 472,795 46,657 

COMPANY 

2003 2002 

RM RM 

Unquoted shares, at cost 29,683,293 30,995,746 

The cost of unquoted shares are stated after pre-acquisition dividend of RM1,312,453/- (2002 : RM42,247/-). 

The details of the subsidiary companies are as follows:- 

Country of Effective 

Name of Company Incorporation Equity Interest Principal Activities 

2003 2002 

Held by the Company 

Amtel Group Sdn. Bhd. Malaysia 100% 100% Investment holding and provision of 

management services to its subsidiary 

companies. 

* Amtel Resources Malaysia 100% 100% Contractors for installation, jointing and 

Sdn. Bhd. testing of utilities, telecommunications 

and fibre optic cables and associated civil 

works. 

* Amtel Networks Malaysia 100% 100% Contractors for installation, jointing and 

Sdn. Bhd. testing of utilities, telecommunications and 

fibre optic cables and associated civil works. 

Topweb Sdn. Bhd. Malaysia 50.25% 50.25% General trading and distribution of 

telecommunication products. 

Amtel Industries Malaysia 100% 100% Investment holding and providing for 

Sdn. Bhd. general assembly services of mechanical, 

plastic components and plastic injection 

moulding business. 

Metrarama Sdn. Bhd. Malaysia 100% 100% Property investment.

3. INVESTMENT IN SUBSIDIARY COMPANIES (CONT’D) 



2003 2002 

Held through 

Amtel Group Sdn. Bhd. 

Amtel Cellular Sdn. Bhd. Malaysia 100% 100% Import, distribution and servicing of cellular 

handphones and related products and 

accessories. 

Amtel Communications Malaysia 100% 100% Import, distribution and servicing of two 

Sdn. Bhd. way radio communications products and the 

design, implementation and management of 

telecommunications projects. 

Amtel Technology Malaysia 100% 100% Product design, development consultancy, 

Sdn. Bhd. full turnkey product development and supplies. 

Ideal Move Capital Malaysia 100% 100% Money lending. 

Sdn. Bhd. 

Held through 

Amtel Industries 

Sdn. Bhd. 

Viva-World Industries Malaysia 100% 100% Manufacturing of agricultural testing 

Sdn. Bhd. products for export. 

Held through Amtel 

Communications 

Sdn. Bhd. 

Sunrise Systems Malaysia 100% 100% Import, export, distribution and servicing of 

Sdn. Bhd. two-way radios, high frequency radios and 

satellite communications products and the 

design, implementation and management of 


Held through 

Amtel Cellular 

Sdn. Bhd. 

Sunrise Mobile Malaysia 100% 100% Import, distribution and servicing of cellular 

Sdn. Bhd. handphones and related products. 

Held through 

Topweb Sdn. Bhd. 

(99. 99%; 2002 : 99. 99%) 

and Amtel Group Sdn. Bhd. 

(0.01%; 2002 : 0.01%) 


J-Pos Sdn. Bhd. Malaysia 50.25% 50.25% General trading and distribution of 

telecommunication products. 

* The financial statements of these subsidiary companies are audited other than by the Company’s auditors. 


46 


4. INTEREST IN ASSOCIATED COMPANIES 


GROUP 

2003 2002 

RM RM 

Unquoted shares, at cost 4,509,592 4,757,590 

Share of results of associated companies 

At beginning of the year 4,467,806 2,787,258 

Current year share of results 785,947 1,680,548 

Reversal of share of results on disposal of an associated company (15,634) - 

At end of the year 5,238,119 4,467,806 

9,747,711 9,225,396 

Represented By:- 

Share of net assets 9,747,711 9,225,396 

The associated companies are as follows:- 



2003 2002 

Held through Amtel 

Industries Sdn. Bhd. 

* Permata Makmur Sdn. Bhd. Malaysia 50% 50% Manufacturer and trading in semiprocessed 

timber. 

Held through Permata 

Makmur Sdn. Bhd. 

* Permata Makmur Malaysia 25.5% 25.5% Manufacturer and trading in rubber 

Industries Sdn. Bhd. wood timber. 

* The financial statements of these associated companies are audited other than by the Company’s auditors. 

The investment in the associated company, Kota Naluri Sdn. Bhd., held by a subsidiary company, Amtel 

Resources Sdn. Bhd., was disposed of during the current financial year as disclosed in note 39 to the financial 

statements. 

5. OTHER INVESTMENTS 

At cost: 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Transferable club membership 61,000 61,000 61,000 61,000 

Shares quoted in Malaysia 96,933 290,969 - - 

Unit trusts quoted in Malaysia 170,019 676,313 - 206,140 

266,952 967,282 - 206,140 

Balance carried down 327,952 1,028,282 61,000 267,140

5. OTHER INVESTMENTS (CONT’D) 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Balance brought down 327,952 1,028,282 61,000 267,140 

Less: Allowance for diminution in value of 

quoted shares (82,931) (83,429) - - 

245,021 944,853 61,000 267,140 

Market value of quoted shares and unit trusts 142,445 896,963 - 206,140 

6. LONG TERM RECEIVABLE 

GROUP 

2003 2002 

RM RM 

This represents amount owing by AmTech International Pty. Ltd. ("AIPL"), 

a former subsidiary company 889,059 1,554,059 

Amount receivable within 1 year (note 12) (889,059) (1,041,059) 

Amount receivable after 1 year but not later than 5 years - 513,000 

The amount is non-trade in nature, interest free, receivable in 11 quarterly instalments commencing on 1 December, 

2001 and is secured over a first fixed and floating charges over the property, plant and equipment of AIPL. 

7. GOODWILL ON CONSOLIDATION 

GROUP 

2003 2002 

RM RM 

At beginning of the year 5,416 27,082 

Addition - 49 

Less : Amortisation during the year (5,416) (21,715) 

At end of the year - 5,416 

8. DEFERRED TAX ASSETS 


GROUP 

2003 2002 

RM RM 


Transfer to income statements (note 27) (70,000) (178,000) 

At end of the year 940,000 1,010,000 

The deferred tax assets recognised in the financial statements are in respect of unutilised tax losses of a 

subsidiary company, Amtel Cellular Sdn. Bhd., which can be utilised to set-off against probable future taxable 

income based on profit forecast for the next three financial years of the said subsidiary company. 


48 


9. INVENTORIES 

At Cost:- 


GROUP 

2003 2002 

RM RM 

Finished goods 3,784,886 5,757,387 

Raw materials and consumables 725,536 295,138 

Work-in-progress 295,453 - 

4,805,875 6,052,525 

Allowance for slow moving and obsolete inventories of finished goods (71,373) (95,431) 

Inventories written down (36,770) - 

4,697,732 5,957,094 

The inventories of finished goods stated at net realisable value amounted to RM2,657/- (2002 : Nil). 

10. SHORT TERM INVESTMENTS 

GROUP 

2003 2002 

RM RM 

Shares quoted in Malaysia, at cost 923,378 - 

Less: Allowance for diminution in value (42,212) - 

881,166 - 

Market value of quoted shares 889,825 - 

These quoted investments are pledged against a margin account held by a subsidiary company, Amtel Group 

Sdn. Bhd., with a security company. 

11. TRADE RECEIVABLES 

GROUP 

2003 2002 

RM RM 

Amount outstanding 18,539,359 16,704,591 

Less: Allowance for doubtful debts (506,055) (798,305) 

18,033,304 15,906,286 

Included in trade receivables of the Group is an amount of retention sum of RM523,529/- (2002 : RM438,639/-) 

in respect of telecommunication infrastructure contracts. 

The Group’s normal trade credit term is 90 days or less. 

The currency exposure profile is disclosed in note 40 to the financial statements.

12. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Other receivables 3,749,462 2,713,283 28,761 1,000 

Less: Allowance for doubtful debts - (44,160) - - 

3,749,462 2,669,123 28,761 1,000 

Deposits 222,639 175,689 1,000 1,000 

Prepayments 618,339 123,381 10,466 6,524 

4,590,440 2,968,193 40,227 8,524 

Included in other receivables of the Group is an amount of RM889,059/- (2002 : RM1,041,059/-) owing by a 

former subsidiary company, AmTech International Pty. Ltd., which is interest free, receivable and secured in the 

manner as disclosed in note 6 to the financial statements. 

The currency exposure profile is disclosed in note 40 to the financial statements. 

13. TAX ASSETS 

These comprise the following:- 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Tax recoverable 413,565 244,946 608,489 216,490 

Tax paid in advance 87,760 125,706 - - 

14. AMOUNT OWING BY/(TO) SUBSIDIARY COMPANIES 


501,325 370,652 608,489 216,490 

COMPANY 

2003 2002 

RM RM 

Amount owing by subsidiary companies 19,986,625 19,998,898 

Amount owing to subsidiary companies 4,703,607 4,790,149 

These amounts are advances and are non-trade in nature, unsecured, interest free and have no fixed term of 

repayment. 


50 


15. AMOUNT OWING BY/(TO) ASSOCIATED COMPANY 

Permata Makmur Sdn. Bhd. 


GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Trade - 1,250,910 - - 

Non-trade (604) 4,174 (604) 4,174 

(604) 1,255,084 (604) 4,174 

The non-trade amount relates to expenses paid on behalf and is unsecured, interest free and has no fixed term 

of repayment. 

16. CASH ON DEPOSITS WITH LICENSED FINANCIAL INSTITUTIONS 

These comprise the following:- 

GROUP 

2003 2002 

RM RM 

Cash deposits with:- 

- licensed banks 6,122,262 4,858,619 

- licensed finance company 200,000 - 

6,322,262 4,858,619 

The cash deposits with licensed banks and finance company of the Group amounting to RM3,971,042/- (2002 : 

RM2,693,453/-) have been pledged as securities for bank guarantee facilities and banking facilities of the Group 

as disclosed in note 18 to the financial statements. 

The maturity profile and effective interest rates are disclosed in note 40(a)(ii) to the financial statements. 

17. PROVISION 

This is in respect of provision for liability arising from warranty cost agreed between a subsidiary company, 

Amtel Industries Sdn. Bhd. and its trade debtor. 

The provision for warranty cost is based on 3% of the cost of warranty goods sold. The warranty is for a period 

of eighteen months from the date of sales. 

18. BANK BORROWINGS 

GROUP 

2003 2002 

RM RM 

Secured 

Bank overdrafts 873,599 687,967 

Bills payable 2,760,000 4,590,379 

Revolving credit 5,610,000 6,600,000 

9,243,599 11,878,346 

Term loans repayable within twelve months (note 22) 

- secured 612,199 - 

- unsecured 158,430 - 

770,629 - 

10,014,228 11,878,346

18. BANK BORROWINGS (CONT’D) 

The bank overdrafts, bills payable and revolving credit facilities are repayable within one year, bear interest at 

rates ranging from 5.00% to 8.95% (2002 : 5.15% to 9.30%) per annum including the term loans facilities as 

mentioned in note 22 to the financial statements which are secured and supported by the following:- 

(a) first legal charges over the freehold land of a subsidiary company, Metrarama Sdn. Bhd., and leasehold 

properties of subsidiary companies, Amtel Industries Sdn. Bhd. and Viva-World Industries Sdn. Bhd.; 

(b) debenture comprising fixed and floating charges over all property, plant and equipment of a subsidiary 

company, Viva-World Industries Sdn. Bhd.; 

(c) fixed deposits with licensed banks and finance company of subsidiary companies, Topweb Sdn. Bhd. and 

Amtel Resources Sdn. Bhd.; 

(d) corporate guarantees from the Company; and 

(e) Credit Guarantee Corporation Sdn. Bhd.’s Guarantee Cover of RM1,040,000/-. 


19. HIRE PURCHASE PAYABLES 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Total instalment payments 1,527,166 600,318 459,285 21,604 

Less: Future finance charges (191,735) (58,471) (76,839) (3,299) 

Present value of hire purchase liabilities 1,335,431 541,847 382,446 18,305 

Repayable within 1 year 

Total instalment payments 576,805 349,947 89,916 21,604 

Less: Future finance charges (87,210) (39,278) (23,550) (3,299) 

Present value of hire purchase liabilities 489,595 310,669 66,366 18,305 

Repayable after 1 year but not later than 2 years 

Total instalment payments 431,237 190,473 89,916 - 

Less: Future finance charges (48,658) (11,675) (18,192) - 

Present value of hire purchase liabilities 382,579 178,798 71,724 - 

Repayable after 2 years but not later than 5 years 






52 


19. HIRE PURCHASE PAYABLES (CONT’D) 

Repayable after 5 years 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 




Total present value of hire purchase liabilities 1,335,431 541,847 382,446 18,305 

Present value of hire purchase liabilities 

- Within 1 year 489,595 310,669 66,366 18,305 

- More than 1 year 845,836 231,178 316,080 - 

1,335,431 541,847 382,446 18,305 


20. SHARE CAPITAL 

Ordinary shares of RM1/- each 

GROUP/COMPANY 

2003 2002 

RM RM 

Authorised: 

100,000,000 ordinary shares 100,000,000 100,000,000 

Issued and fully paid: 


Bonus issue - 10,466,667 


21. RESERVES 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Non-distributable 

Share premium (note 33) 4,823,848 4,823,848 4,823,848 4,823,848 

Capital redemption reserve (note 34) - - - - 

Reserve on consolidation (note 35) 68,522 129,904 - - 

Balance carried down 4,892,370 4,953,752 4,823,848 4,823,848 


21. RESERVES (CONT’D) 


GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Balance brought down 4,892,370 4,953,752 4,823,848 4,823,848 

Distributable 

(Accumulated Losses)/Retained Profits 

At beginning of the year (7,881,950) (10,904,240) 171,361 433,686 

Prior year adjustment (note 29) - 1,216,170 - - 

Profit/(Loss) for the year 109,887 1,806,120 (1,125,144) (262,325) 

At end of the year (7,772,063) (7,881,950) (953,783) 171,361 

(2,879,693) (2,928,198) 3,870,065 4,995,209 

22. TERM LOANS 

GROUP 

2003 2002 

RM RM 

SECURED 

Term Loan I 

Repayable in equal monthly instalments over a period of 5 years 

commencing January 2004 and bears interest at 8.5% per annum 923,066 - 

Term Loan II 


commencing January 2004 and bears interest at 6.5% per annum 404,390 - 

Term Loan III 


commencing April 2003 and bears interest at 5% per annum 397,287 - 

Term Loan IV 


commencing April 2003 and bears interest at 5% per annum 397,348 - 

2,122,091 - 

UNSECURED 

Term Loan V 


commencing December 2003 and bears interest at 5% per annum 500,000 - 

2,622,091 - 

Repayment due within twelve months (note 18) (770,629) - 

Repayment due after twelve months 1,851,462 - 

The term loans facilities are secured and supported as disclosed in note 18 to the financial statements. 



54 


23. DEFERRED TAX LIABILITIES 

GROUP 

2003 2002 

RM RM 


Transfer to Income statements (note 27) (52,214) (21,651) 

At end of the year 82,545 134,759 

This is in respect of estimated tax liabilities arising from temporary differences as follow:- 

GROUP 

2003 2002 

RM RM 

Capital allowances claimed on property, plant and 

equipment in excess of their depreciation charge 82,545 129,259 

Other temporary difference - 5,500 

82,545 134,759 

The estimated net deferred tax assets arising from temporary differences not recognised in the financial 

statements are as follows:- 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Depreciation charge for property, 

plant and equipment in excess of their 

capital allowances (7,400) (43,300) - - 

Unutilised tax losses (7,344,000) (6,831,000) (254,800) (32,400) 

Unabsorbed capital allowances (746,900) (986,000) (268,800) (249,800) 

Other temporary differences (112,700) (183,700) - - 

(8,211,000) (8,044,000) (523,600) (282,200) 

Less: Capital allowances claimed on property, 

plant and equipment in excess of their 

depreciation charge 203,900 112,100 8,000 2,200 

Net deferred tax assets (8,007,100) (7,931,900) (515,600) (280,000) 

The estimated unutilised tax losses and unabsorbed capital allowances are subject to agreement by the Inland 

Revenue Board and are not available for set-off within the Group. 


24. OPERATING REVENUE 

Operating revenue of the Group and of the Company comprise the following:- 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Sales of goods and services 93,519,621 108,462,081 - - 

Contract revenue 6,157,720 7,343,888 - - 

Management fees - - 144,000 144,000 

Interest revenue 28,300 234,153 - - 

Dividend revenue 7,605 16,100 89,274 367,487 

25. COST OF SALES 

Cost of sales of the Group comprises the following:- 

99,713,246 116,056,222 233,274 511,487 

GROUP 

2003 2002 

RM RM 

Cost of sales of goods and services 87,633,539 102,509,600 

Contract cost 5,011,629 5,900,677 

26. PROFIT/(LOSS) BEFORE TAXATION 

(a) Profit/(Loss) before taxation is arrived at after charging/(crediting):- 

(i) Exceptional items 


92,645,168 108,410,277 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Gain on disposal of an 

associated company (486,368) - - - 


56 


26. PROFIT/(LOSS) BEFORE TAXATION (CONT’D) 

(ii) Directors' remuneration 


GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Directors of the Company 

- fees 98,000 98,000 98,000 98,000 

- other emoluments 448,835 403,010 348,810 120,000 

- estimated monetary value of 

benefit-in-kind 28,462 32,400 24,929 - 

575,297 533,410 471,739 218,000 

Directors of the subsidiary companies 

- fees 

- current year 151,000 120,000 - - 

- overprovision in prior year - (36,000) - - 

- other emoluments 682,710 572,931 - - 

- estimated monetary value of 

benefit-in-kind 56,450 55,875 - - 

The Directors who received the above remuneration are as follows:- 

Directors of the Company 

- Dato' Abdul Hamid bin Hj. Md. Zainuddin 

- Koid Hun Kian 

- Ng Ah Chong 

- Siow Hock Lee 

- Goh Hock Hai 

- Tunku Dato' Seri Kamel bin Tunku Rijaludin 

Directors of the subsidiary companies 

- Chang Chee Seng 

- Lim Soon Ghee 

- Wong Tuck Kuan 

- Hj. Md. Arshad bin Md. Yusoff 

- Hj. Harun bin Hasan 

- Chin Wou Chau 

- Lee Chye Khern 

- Tan Woon Huei 

890,160 712,806 - -


(iii) Other items 

After charging/(crediting):- 


GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Allowance/(Write back) for diminution 

in value of:- 

- quoted shares (498) 20,721 - - 

- short term investments 42,212 - - - 

Allowance for doubtful debts 44,663 - - - 

(Reversal of allowance)/Allowance 

for obsolete inventories (24,058) 9,863 - - 

Amortisation of goodwill on consolidation 5,416 21,715 - - 

Auditors' remuneration 

- current year 68,200 87,700 16,000 16,000 

- (overprovision)/underprovision 

in prior year (2,000) 6,555 - - 

Bad debts written off 101,074 397,387 - - 

Depreciation of property, plant and 

equipment 1,143,186 1,216,871 135,500 123,482 

Hire of machinery 14,950 11,947 - - 

Interest expenses 

- bank overdrafts 46,107 65,371 - - 

- term loans 75,432 - - - 

- others 838,944 976,550 14,937 13,200 

Inventories written down 36,770 - - - 

Loss on dilution of equity interest in 

subsidiary company - 15,821 - - 

Obsolete inventories written off - 101,506 - - 

Property, plant and equipment written off 3,846 1,282 739 - 

Rental of premises 425,550 607,295 39,000 39,000 

Waiver of debts - 9,246 - 13,189 

Gain on disposal of subsidiary company - (34,651) - - 

Gain on disposal of property, plant and 

equipment (366,963) (338,207) - - 

Gain on foreign exchange 

- realised (241,279) (36,843) - - 

- unrealised - (3,201) - - 

Allowance for doubtful debts no longer 

required - (429,112) - - 

Amortisation of reserve on consolidation (61,382) (45,822) - - 

Bad debts recovered (1,519) (717,295) - - 

Dividend revenue (6,646) (7,469) - - 

Gain on disposal of quoted investments (202,600) (99,768) - - 

Interest revenue (169,441) (168,593) (2,599) (3,624) 

Rental revenue (34,800) (34,800) - - 

Revenue from hire of machinery (21,253) (83,289) - - 


58 



b) Employees Information 

27. TAXATION 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Staff costs 4,921,361 4,573,275 604,907 254,742 

The number of employees including full time Directors of the Group and of the Company as at financial 

year end were 178 (2002 : 211) and 5 (2002 : 3) respectively. 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Based on results for the year 183,973 418,942 - - 

Transfer from deferred tax assets (note 8) 70,000 178,000 - - 

Transfer from deferred tax liabilities (note 23) (52,214) (21,651) - - 

17,786 156,349 - - 

201,759 575,291 - - 

Underprovision/(Overprovision) in prior year 94,054 63,500 8,320 (11,490) 

Share of taxation of associated companies 

Current year share of taxation 364,094 520,630 - - 

Prior year adjustment - of deferred tax asset - (5,203) - - 

364,094 515,427 - - 

659,907 1,154,218 8,320 (11,490) 

Effective from Year of Assessment 2003, the Malaysian government enacted a change in the statutory tax rate 

from 28% to 20%, for companies with paid-up share capital of RM2.5 million and below at the beginning of the 

basis period of chargeable income of up to RM100,000/-. For chargeable income in excess of RM100,000/-, 

statutory tax at the rate of 28% is still applicable. 

Reconciliation of tax expense and accounting profit:- 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Accounting profit/(loss) 254,533 2,976,783 (1,116,824) (273,815) 

Tax at the Malaysia statutory income tax rate of:- 

- first RM100,000/- at 20% 20,000 - - - 

- balance at 28% 43,269 833,499 (312,700) (76,700) 

Balance carried down 63,269 833,499 (312,700) (76,700) 


27. TAXATION (CONT’D) 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Balance brought down 63,269 833,499 (312,700) (76,700) 

Tax effects arising from:- 

Non taxable revenue (786,976) (545,362) (500) (2,700) 

Depreciation of non-qualifying property, 

plant and equipment 133,094 108,616 25,000 19,000 

Expenses not deductible for tax purposes 438,559 318,587 47,800 12,600 

Double deduction of expenses (2,700) (3,800) - - 

Deferred tax assets not recognised during the year 338,613 213,821 240,400 47,800 

Utilisation of previously unrecognised unabsorbed 

business loss (900) (70,000) - - 

Utilisation of previously unrecognised unabsorbed 

capital allowances - (226,000) - - 

Utilisation of current year’s tax losses 19,000 - - - 

Overprovision of deferred tax liability in prior year (200) (54,100) - - 

Share of associated companies taxes 364,094 515,427 - - 

Underprovision/(Overprovision) in prior year 94,054 63,530 8,320 (11,490) 

659,907 1,154,218 8,320 (11,490) 

There is no tax charge during the year for the Company due to operating loss incurred. 

The Company has an estimated tax exempt income account of RM653,000/- (2002 : RM653,000/-) available for 

distribution by way of tax exempt dividend, subject to agreement by the Inland Revenue Board. The tax exempt 

income is in respect of chargeable income waived in accordance with the Income Tax (Amendment) Act 1999. 

The Company has an estimated unutilised tax losses and unabsorbed capital allowances of RM910,000/- (2002 : 

RM116,000/-) and RM960,000/- (2002 : RM892,000/-) respectively, subject to agreement by the Inland 

Revenue Board, available for set-off against future taxable profits. 

The Company has an estimated tax credit of RM2,136,300/- (2002 : RM2,136,300/-) under Section 108 of the 

Income Tax Act, 1967, to frank future payment of dividends of approximately RM5,493,000/- (2002 : 

RM5,493,000/-), without incurring additional tax liability, subject to agreement by the Inland Revenue Board. 

The Group has an estimated unutilised tax losses and unabsorbed capital allowances of RM26,416,000/- (2002 : 

RM25,560,000/-) and RM2,675,000/- (2002 : RM3,807,000/-) respectively, subject to agreement by the Inland 

Revenue Board, available for set-off against future taxable profits. 

28. EARNINGS PER ORDINARY SHARE 


The earnings per ordinary share of the Group is calculated based on the profit after taxation and minority 

interests of RM109,887/- (2002 : RM1,806,120/-) divided by the number of ordinary shares of RM1/- each in 

issue of 41,866,667 (2002 : 41,866,667 after adjustment for bonus issue) ordinary shares of RM1/- each. 


60 


29. PRIOR YEAR ADJUSTMENT 

Previously, deferred taxation was provided in respect of all temporary differences except where it is thought 

reasonable that the tax effects of such deferrals will continue in the foreseeable future and deferred tax assets 

were not recognised unless there was a reasonable expectation of realisation in the near future. 

During the financial year, the Group changed its accounting policy on income taxes following the adoption of 

MASB 25 to recognise all temporary differences except where the temporary difference arises on initial 

recognition of an asset or liability in a transaction which is not a business combination and at the time of the 

transaction, affects neither accounting profit nor taxable profit (tax loss) and where there will be insufficient 

taxable income in the foreseeable future against which deferred tax assets can be utilised. 

The effects of this change in accounting policy were applied retrospectively through prior year adjustments as follows:- 

As Effect of 

Previously Change in As 

Reported Policy Restated 

RM RM RM 

GROUP 

At 1 December, 2001 

Balance Sheet 

- Interest in associated companies 7,516,678 28,170 7,544,848 

- Deferred tax assets - 1,188,000 1,188,000 

- Accumulated losses (10,904,240) 1,216,170 (9,688,070) 

At 30 November, 2002 

Balance Sheet 

- Interest in associated companies 9,192,023 33,373 9,225,396 

- Deferred tax assets - 1,010,000 1,010,000 

- Accumulated losses (8,925,323) 1,043,373 (7,881,950) 

At 30 November, 2002 

Income Statement 

- Taxation (981,421) (172,797) (1,154,218) 

- Net profit for the year 1,978,917 (172,797) 1,806,120 

30. DISPOSAL OF A SUBSIDIARY COMPANY 

The subsidiary company, Amscope Corporation Sdn. Bhd. ("ACSB"), was disposed of on 11 November, 2002. 

(i) Effect On Consolidated Income Statements 

The results of the subsidiary company incorporated into the consolidated results of the Group for the 

previous period up to the effective date of disposal was as follow:- 

GROUP 

2003 2002 

RM RM 

Revenue - - 

Cost of sales - - 

Gross profit - - 

Other operating revenue - 121,583 

Selling and distribution costs - - 

Administrative costs - (8,071) 

Other operating costs - (1,950) 

- (10,021) 

Profit from operations carried down - 111,562 


30. DISPOSAL OF A SUBSIDIARY COMPANY (CONT’D) 

(i) Effect On Consolidated Income Statements (Cont’d) 

GROUP 

2003 2002 

RM RM 

Profit from operations brought down - 111,562 

Finance costs - (90) 

Profit for the year - 111,472 

(ii) Effect On Consolidated Financial Position 

The financial position of the subsidiary company as at the effective date of disposal and as at the end of 

the previous financial year was as follow:- 

GROUP 

2003 2002 

RM RM 

Cash and bank balances - 26 

Trade payables - (28,751) 

Other payables and accruals - (526) 

- (29,251) 

Gain on disposal of subsidiary company - 34,651 

Proceeds from disposal of subsidiary company - 5,400 

Less: Cash and bank balances of subsidiary company disposed - (26) 

Cash flow on disposal, net of cash disposed of - 5,374 

31. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT 


During the year, the Group and the Company acquired property, plant and equipment with aggregate cost of 

RM3,070,009/- (2002 : RM3,571,187/-) and RM636,810/- (2002 : RM15,279/-) respectively which are satisfied 

by the following:- 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Settlement of debt 750,000 - - - 

Hire purchase financing 1,307,935 345,834 414,000 - 

Cash payments 1,012,074 3,225,353 222,810 15,279 

3,070,009 3,571,187 636,810 15,279 


62 


32. CASH AND CASH EQUIVALENTS 

Cash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:- 

GROUP COMPANY 

2003 2002 2003 2002 

RM RM RM RM 

Cash and bank balances 2,223,201 2,120,472 62,731 162,594 

Cash deposits with licensed banks 

and finance company 6,322,262 4,858,619 - - 

Bank overdrafts (873,599) (687,967) - - 

7,671,864 6,291,124 62,731 162,594 

Cash and cash equivalents which are not freely available for the Group’s use are cash deposits with licensed 

banks and finance company amounting to RM3,971,042/- (2002 : RM2,693,453/-) pledged for bank guarantee 

facilities and banking facilities granted to certain subsidiary companies. These deposits can only be utilised to 

repay the said facilities. 

33. SHARE PREMIUM - NON-DISTRIBUTABLE 

GROUP/COMPANY 

2003 2002 

RM RM 


Less: 

Capitalisation as bonus issue - 9,866,667 

Bonus issue expenses written off - 120,830 

- (9,987,497) 


34. CAPITAL REDEMPTION RESERVE 

GROUP/COMPANY 

2003 2002 

RM RM 

At beginning of the year - 600,000 

Less: Capitalisation as bonus issue - (600,000) 

At end of the year - - 

This is in respect of the par value of the Company’s ordinary shares previously bought back and cancelled. 


35. RESERVE ON CONSOLIDATION 

GROUP 

2003 2002 

RM RM 


Additions: Acquisition of additional shares in subsidiary companies - 91,477 

Less: Amortisation during the year (61,382) (45,822) 

At end of the year 68,522 129,904 

36. CONTINGENT LIABILITIES - UNSECURED 

COMPANY 

2003 2002 

RM RM 

In respect of corporate guarantees given by the Company to financial 

institutions and creditors for banking and credit facilities granted 

to the subsidiary companies 12,380,908 11,855,070 

37. SIGNIFICANT RELATED PARTY TRANSACTIONS 

(a) The significant transactions with related companies are as follows:- 


COMPANY 

2003 2002 

RM RM 

Management fees charged to subsidiary companies 

Amtel Communications Sdn. Bhd. (72,000) (72,000) 

Amtel Resources Sdn. Bhd. (12,000) (12,000) 

Viva-World Industries Sdn. Bhd. (60,000) (60,000) 

(144,000) (144,000) 

Gross dividend received from subsidiary company 

Amtel Networks Sdn. Bhd. (1,400,000) (400,000) 

Rental of motor vehicle receivable from a subsidiary company 

Amtel Communications Sdn. Bhd. (26,000) - 

Purchase of property, plant and equipment from a subsidiary company 

Amtel Group Sdn. Bhd. 93,000 - 

Waiver of debts owing by subsidiary company 

Amscope Corporation Sdn. Bhd. - 13,189 

Acquisition of Metrarama Sdn. Bhd. from a subsidiary company, 

Amtel Group Sdn. Bhd. - 2 

Allotment of 14,999,998 new ordinary shares of RM1/- each 

by Metrarama Sdn. Bhd. to the Company satisfied by capitalisation of 

debt owing by Metrarama Sdn. Bhd. - 14,999,998 


64 


37. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D) 

(b) The significant transactions of the Group with associated company, Permata Makmur Sdn. Bhd., are as follows:- 

GROUP 

2003 2002 

RM RM 

Interest charged by subsidiary company, 

Ideal Move Capital Sdn. Bhd. 

Repayment of loan to subsidiary company, 

(28,300) (234,153) 

Ideal Move Capital Sdn. Bhd. (1,279,210) (1,500,000) 

The Directors are of the opinion that the above transactions have been entered into in the normal course 

of business and have been established under terms mutually agreed upon between the parties involved. 

(c) The amounts received for the financial year ended 30 November, 2002 from certain directors and 

substantial shareholders of the Company, namely Dato' Abdul Hamid bin Hj. Md. Zainuddin, Koid Hun 

Kian, Ng Ah Chong and Simfoni Kilat Sdn. Bhd., as guarantors in respect of compensation pursuant to 

the profit guarantee were as follows:- 

COMPANY 

2003 2002 

RM RM 

At beginning of the year - 667,407 

Received during the year - (667,407) 

At end of the year - - 

38. SEGMENTAL ANALYSIS - GROUP 

Segment information is presented in respect of the Group’s businesses. As the Group’s businesses are solely 

operated in Malaysia, geographical segment analysis is not presented. 

Segment results, assets and liabilities include items directly attributable to segment as well as those that can be 

allocated on a reasonable basis. Unallocated items mainly comprise interest-earning assets and revenue, interestbearing 

loans and expenses and tax assets, liabilities and expense. 

Segment capital expenditure is the total cost incurred during the year to acquire segment assets that are expected 

to be used for more than one year. 

Business Segments 

The Group comprises the following main business segments:- 

Investment holding Investment holding and provision of management services. 

Infrastructure Contractors for installation, jointing and testing of utilities, 

telecommunications and fibre optic cables and associated civil works. 

Manufacturing and services Manufacturing of agricultural testing products, general assembly services 

of mechanical and plastic components and plastic injection moulding and 

money lending activities. 

Trading Import, trading and distribution of telecommunication products and 

accessories, the design, implementation and management of 


Housing development Housing development. 


38. SEGMENTAL ANALYSIS - GROUP (CONT’D) 

Major Business Segment 

2003 

REVENUE 

INVESTMENT MANUFACTURING HOUSING 

HOLDING INFRASTRUCTURE & SERVICES TRADING DEVELOPMENT ELIMINATIONS CONSOLIDATED 


External revenue 7,605 6,157,720 34,860,370 58,687,551 - - 99,713,246 

Inter-segment 

revenue 330,000 7,220 372,809 91,800 - (801,829) - 

Total revenue 337,605 6,164,940 35,233,179 58,779,351 - (801,829) 99,713,246 

2003 

RESULT 

Segment result (1,927,424) 845,725 803,680 (386,800) - (87,546) (752,365) 

Dividend revenue 6,646 

Gain on disposal of 

quoted investment 202,600 

Interest revenue 169,441 

Interest expenses (526,598) 

Share of results of 

associated companies - - 1,150,041 - - - 1,150,041 

Taxation (659,907) 

Profit after taxation (410,142) 

Minority interests 520,029 

Net profit for the year 109,887 

OTHER INFORMATION 


Segment assets 71,093,176 16,993,627 24,894,607 18,089,558 - (70,375,478) 60,695,490 

Investment in 

associated company - - 9,747,711 - - - 9,747,711 

Deferred tax assets 940,000 

Tax recoverable and 

paid in advance 501,325 

Consolidated total assets 71,884,526 

Segment liabilities 20,559,469 6,060,215 23,408,200 12,126,732 - (36,367,916) 25,786,700 

Taxation 439,109 

Deferred taxation 82,545 

Unallocated 

corporate liabilities 5,610,000 

Consolidated total liabilities 31,918,354 


66 



Major Business Segment (Cont’d) 

OTHER INFORMATION (CONT’D) 




Capital expenditure 549,918 1,071,159 1,207,533 241,399 - - 3,070,009 

Amortisation of 

goodwill (35,000) - 40,416 - - - 5,416 

Depreciation of 

property, plant and 

equipment 222,749 171,229 351,548 397,660 - - 1,143,186 

2003 

Significant non-cash 

expenses other than 

depreciation 

Bad debts written off - - 81,719 19,355 - - 101,074 

Inventories written 

down - - - 36,770 - - 36,770 

Allowance for 

diminution in value 

of quoted shares 42,212 - - - - - 42,212 

Allowance for 

doubtful debts - - - 61,415 - - 61,415 

Provision for 

warranty - - 402,483 - - - 402,483 

2002 

REVENUE 

External revenue 16,100 7,343,888 8,389,908 100,306,326 - - 116,056,222 

Inter-segment 

revenue 645,753 - 95,402 - - (741,155) - 

Total revenue 661,853 7,343,888 8,485,310 100,306,326 - (741,155) 116,056,222 

RESULT 

Segment result (1,555,834) 718,609 62,972 2,231,597 - (357,753) 1,099,591 

Dividend revenue 7,469 


subsidiary company - 34,651 - - - - 34,651 


quoted investment 99,768 

Interest revenue 168,593 

Interest expenses (629,264) 

Share of results of 

associated companies - - 2,095,767 - 100,208 - 2,195,975 

Taxation (1,154,218) 

Profit after taxation 1,822,565 

Minority interests (16,445) 

Net profit for the year 1,806,120 



Major Business Segment (Cont’d) 

2002 

OTHER INFORMATION 




Segment assets 71,764,885 18,423,909 14,806,982 24,163,175 - (72,821,025) 56,337,926 

Investment in 

associated company - 263,632 8,961,764 - - - 9,225,396 

Deferred tax assets 1,010,000 

Tax recoverable and 

paid in advance 370,652 

Consolidated total assets 66,943,974 

Segment liabilities 19,292,374 7,424,677 13,959,834 17,193,914 - (38,827,210) 19,043,589 

Taxation 727,930 

Deferred taxation 134,759 

Unallocated 

corporate liabilities 6,600,000 

Consolidated total liabilities 26,506,278 

Capital expenditure 40,926 231,895 2,878,006 420,360 - - 3,571,187 

Amortisation of 

goodwill (35,000) - 56,666 49 - - 21,715 

Depreciation of 

property, plant and 

equipment 369,070 134,674 211,919 501,208 - - 1,216,871 

Significant non-cash 

expenses other than 

depreciation 


Bad debts written off 1,515 - - 395,872 - - 397,387 

Inter-segment revenue of investment holding segment is in respect of fee revenue received. 

All other inter-segment revenue are in respect of sales between the segments which are charged at cost plus a 

percentage profit mark-up. 

Inter-segment transactions are entered in the ordinary course of business based on terms mutually agreed upon 

by the parties concerned. 


68 


39. SIGNIFICANT EVENTS 

On 9 May, 2003, the Company via its wholly owned subsidiary company namely Amtel Resources Sdn. Bhd. 

(“ARSB”) entered into an unconditional Share Sale Agreement with Loh Weng Sung (“the Purchaser”) for the 

disposal of its entire 50% equity interest comprising 250,000 ordinary shares of RM1/- each in Kota Naluri Sdn. 

Bhd. (“KNSB”) for a cash consideration of RM750,000/-. 

Subsequently, on 3 July, 2003, ARSB entered into a Variation Agreement with the Purchaser and KNSB for the 

settlement of the purchase consideration of RM750,000/- by way of the transfer of 12 parcels of properties 

which are beneficially owned by the Purchaser to ARSB. The 11 parcels of properties were transferred to and 

registered in the name of ARSB on 31 December, 2003 and 1 parcel of the property was transferred and 

registered on 5 January, 2004. 

40. FINANCIAL INSTRUMENTS 

(a) Financial Risk Management Policies 

The Group’s financial risk management policy seeks to ensure that adequate financial resources are 

available for the development of the Group’s business whilst managing its risks. The Group operates within 

clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in 

speculative transactions. 

The main risks and corresponding management policies arising from the Group’s normal course of 

business are as follows:- 

(i) Foreign Exchange Risk 

The Group is exposed to foreign currency risk as a result of its normal trade activities when the 

currency denomination differs from its functional currency. 

The Group maintains a natural hedge, whenever possible, by depositing foreign currency proceeds 

from sales into foreign currency bank account which will primarily be used for payment of purchases 

in the same denomination. Foreign exchange exposures in transactional currencies other than its 

functional currency are kept to an acceptable level. 

The net unhedged financial assets and financial liabilities of the Group as at 30 November, 2003 that 

are not denominated in its functional currency are as follows:- 

Functional currency of the Group 


United States 

Dollar Euro Total 

RM RM RM 

Trade Receivables 

Ringgit Malaysia 7,664,900 25,594 7,690,494 

Other Receivables, Deposits 

and Prepayments 

Ringgit Malaysia 891,021 - 891,021

40. FINANCIAL INSTRUMENTS (CONT’D) 

(i) Foreign Exchange Risk (Cont’d) 

Functional currency of the Group 

United States 

Dollar Euro Total 

RM RM RM 

Cash on Deposits with 

Licensed Financial Institutions 

Ringgit Malaysia 1,140,000 - 1,140,000 

Cash and Bank Balances 

Ringgit Malaysia 155,475 - 155,475 

Trade Payables 

Ringgit Malaysia 9,711,926 - 9,711,926 

(ii) Interest Rate Risk 

The Group’s exposure to interest rate risk relates to:- 

- Interest bearing financial assets 

Cash on deposits are short term in nature and are mostly placed in fixed deposits which yield 

better returns than cash at bank and to satisfy conditions for banking facilities granted to the 

Group, as mentioned in note 16 to the financial statements. 

- Interest bearing financial liabilities 

Interest bearing financial liabilities include hire purchase payables, bank overdrafts, term loans, 

bills payable and revolving credits. More than 80% of the Group’s borrowings are short term to 

finance the working capital needs of the Group and the exposure to interest rate risk is minimal. 

The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate 

borrowings and to obtain the most favourable interest rates available. The Group actively reviews its 

debt portfolio to ensure minimal exposure against interest rate hikes. 

The effective interest rates at 30 November, 2003 and the periods in which the financial assets and 

liabilities reprice or mature, whichever is earlier, are as follows:- 

GROUP 

Financial Assets 


‹------------- Maturities ------------› 

Effective 

Interest Within 1 - 5 After 5 

Rate Total 1 Year Years Years 

% RM RM RM RM 

Cash deposits with licensed 

banks and finance company 0.8 - 4.0 6,322,262 6,322,262 - - 


70 



(ii) Interest Rate Risk (Cont’d) 

GROUP 

Financial Liabilities 

‹------------- Maturities ------------› 

Effective 

Interest Within 1 - 5 After 5 

Rate Total 1 Year Years Years 

% RM RM RM RM 

Hire purchase payables 3.75 - 11.25 1,335,431 489,595 775,821 70,015 

Term loans 5.0 - 8.5 2,622,091 770,629 1,851,462 - 

Bank overdrafts 7.75 - 8.95 873,599 873,599 - - 

Revolving credit 8.4 5,610,000 5,610,000 - - 

Bill payables 5.0 - 8.0 2,760,000 2,760,000 - - 

COMPANY 


Hire purchase payables 7.04 - 7.23 382,446 66,366 278,092 37,988 

(iii) Market Risk 

The Group’s exposure to market risk arises from the quoted investments held for long term and short 

term purposes. As the major of quoted investments held are short term in nature, the quoted 

investments held is not significant, hence exposure to market risk is minimal. 

(iv) Credit Risk 

The Group’s exposure to credit risk arises from its receivables and the maximum risk associated with 

recognised financial assets is the carrying amounts as presented in the balance sheet. 

The Group has a credit policy in place and the exposure to credit risk is managed through the 

application of credit approvals, credit limits and monitoring procedures. Trade debtors are monitored 

on an ongoing basis via the Group’s management reporting procedures. 

As at balance sheet date, the Group has a significant concentration of credit risk in the form of 

outstanding balance from one customer representing 40% of total trade receivables. 

(v) Liquidity and Cash Flow Risks 

(b) Fair Values 

The Company actively manages its debt maturity profile, operating cash flows and the availability of 

funding so as to ensure that all refinancing, repayment and funding needs are met. 

As part of its overall prudent liquidity management, the Company maintains sufficient level of cash 

to meet its working capital requirements. In addition, the Company strives to maintain available 

banking facilities of a reasonable level to its overall debt position. 

The methods and assumptions used to estimate the fair value of the following classes of financial assets 

and liabilities are as follows:- 

(i) Cash Deposits, Cash and Bank Balances, Trade and Other Receivables and Payables 


The carrying amounts approximate fair values due to the relatively short term maturity of these 

financial assets and liabilities.


(ii) Quoted Investments 

The fair values of quoted investments is determined by reference to stock exchange quoted market bid 

prices at the close of the business on the balance sheet date. 

(iii) Borrowings 

The carrying amounts of bank overdrafts, revolving credit, bill payables, short term loans and bankers’ 

acceptance approximate fair values due to the relatively short term maturity of these financial 

liabilities. 

The carrying amounts of long term floating rate loans approximate their fair values. 

The fair value of hire purchase and fixed rate term loan are estimated using discounted cash flow 

analysis, based on current lending rates for similar types of lending and borrowing arrangements. 

The carrying amounts of the Group and the Company’s financial assets and liabilities at balance sheet date 

approximate their fair values except as follows:- 

Financial Assets 

GROUP COMPANY 

Carrying Fair Carrying Fair 

Amount Value Amount Value 

RM RM RM RM 

Long term quoted investments 184,021 142,445 - - 

The long term quoted investments with carrying amount in excess of their fair values are reflected in 

note 5 to the financial statements. Allowance for diminution in value has already been made on these 

quoted investments. 



GROUP COMPANY 

Carrying Fair Carrying Fair 

Amount Value Amount Value 

RM RM RM RM 

Term loans 2,622,091 *2,622,091 - - 

Hire purchase payables 1,335,431 1,334,796 382,446 374,574 

* The carrying value approximate their fair values as the term loans were drawn down towards the end 

of the financial year end. 


72 



The nominal/notional amount and fair value of financial instruments not recognised in the balance sheets 

are as follows:- 

COMPANY 

Nominal/ 

Notional Fair 

Amount Value 

RM RM 

Contingent liabilities 12,380,908 * - 

* It is not practical to estimate the fair value of the contingent liabilities reliably due to uncertainties of 

timing, costs and eventual outcome. 

41. COMPARATIVE FIGURES 

The comparative figures on financial instruments are not disclosed as permitted by MASB 24 - Financial 

Instruments : Disclosure and Presentation, upon first application. 

Certain comparative figures in the Cash Flows Statements in respect of inter-company repayments have been 

reclassified from operating activities to financing activities in order to be more reflective of the financing cash 

flows of the Group and of the Company as follows:- 

GROUP COMPANY 

As As 

As Previously As Previously 

Restated Reported Restated Reported 

RM RM RM RM 

CASH FLOW STATEMENT 

Cash Flows From Operating Activities 

Decrease in amount owing by associated company - 1,282,901 - (3,099) 

Cash Flows From Financing Activities 

Advances to associated company 1,282,901 - (3,099) - 

42. GENERAL INFORMATION 

The Company is a public limited liability company domiciled in Malaysia, and incorporated under the 

Companies Act, 1965 with its shares listed on the Second Board of the Kuala Lumpur Stock Exchange. 

Registered Office 

No. 7, Jalan PJS 7/19, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. 

Principal Place of Business 

No. 5, Jalan PJS 7/19, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. 

Date of Authorisation for Issue 

The financial statements were authorised for issue in accordance with a Board of Directors' resolution dated 

23 March, 2004. 


LIST OF PROPERTIES as at 30 November, 2003 

Approximate Net 

Land area/ Date of Age of Book 

Description and Built-up area Acquisition/ Building Value 

Location Existing use Tenure (sq. feet) Completion (Years) RM 

P.T.57 HS (M) 7/1980 3-storey building 99 years 10,890/ 25.05.1988 24 302,883 

Kawasan Perusahaan annexed with a single Sub-lease approximately 

Mergong Peringkat 2 storey high roof store expiring on 6,900 

Mukim Mergong office and storage space 11.04.2079 

District of Kota Setar 

Kedah Darul Aman 

14316 Geran 10838 3-storey residential Freehold 840/ 09.10.1995/ 5 74,910 

Mukim Sungai Petani link house 1,483 31.05.1999 

District of Kuala Muda Rent-out 


14317 Geran 10839 3-storey residential Freehold 840/ 09.10.1995/ 5 74,909 

Mukim Sungai Petani link house 1,483 31.05.1999 

District of Kuala Muda Rent-out 


Lot No. TH B68-1 3 storey town house Leasehold 1,191 30.10.2000/ 2 99,774 

Mukim Kajang (Upper Floor) 28.11.2001 

Daerah Hulu Langat 


Lot No. TH A85-1 3 storey town house Leasehold 1078 31.03.2002 2 167,974 

Mukim Kajang (Ground Floor) 

Daerah Hulu Langat 


290 Geran 2090 11/2 storey light Freehold 1,798/ 03.07.1995/ 6 206,667 

Mukim of Pumpong industrial building 2,214 29.10.1997 

District of Kota Setar Vacant 


291 Geran 2091 11/2 storey light Freehold 2,579/ 03.07.1995/ 6 229,815 

Mukim of Pumpong industrial building 2,214 29.10.1997 

District of Kota Setar Vacant 


P.T. 18895 11/2 storey light 66 years 19,994/ 02.07.1995 7 724,251 

HS (D) 117/92 industrial building Leasehold 8,540 

Mukim Sungai Petani Factory-cum-office expiring on 

Daerah Kuala Muda 13.04.2052 


Lot No. P.T. 401 H.S.(D) Single storey industrial 60 years 67,738/ 25.10.2002 9 1,985,760 

233/94 Mukim of Pekula building Sub-lease 26,541 

District of Kuala Muda Factory-cum-office expiring on 

Kedah Darul Aman 07.09.2093 


74 

LIST OF PROPERTIES (Cont’d) 





Lot No. 41, No. GM 163 Commercial land Freehold 43,386 23.04.1999 - 1,238,932 

Advance Certificate of Vacant 

Title (Perakuan 

Pendahuluan Mengenai 

Hakmilik) 

Seberang Perai Tengah 

Pulau Pinang 

Lot No. 80, No. GM 166 Commercial land Freehold 70,262 23.04.1999 - 1,758,071 




Hakmilik) 


Pulau Pinang 

Lot No. 4159 Commercial land Freehold 5,447 23.04.1999 - 127,485 




Hakmilik) 


Pulau Pinang 





Hakmilik) 


Pulau Pinang 

Lot No. 4154 Commercial land Freehold 131,642 23.04.1999 - 3,432,314 

Geran Mukim Vacant 

(First Grade) 

No. GM 135 


Pulau Pinang 



(First Grade) 

No. GM 136 


Pulau Pinang 









(First Grade) 

No. GM 137 


Pulau Pinang 



(First Grade) 

No. GM 138 


Pulau Pinang 



(First Grade) 

No. GM 139 


Pulau Pinang 



(First Grade) 

No. GM 140 


Pulau Pinang 



(First Grade) 

No. GM 141 


Pulau Pinang 



(First Grade) 

No. GM 142 


Pulau Pinang 



(First Grade) 

No. GM 143 


Pulau Pinang 


76 








(First Grade) 

No. GM 144 


Pulau Pinang 

Plot No. 31, Phase 1B Bungalow land Freehold 10,552 19.11.2002 - 217,359 

Kesuma Lakes Vacant 

C.T. 12115, Lot No. 771 

Mukim of Beranang 

District of Ulu Langat 


Lot No. P.T. 2826 Residential land Freehold 3,100 3.7.2003 - 130,466 

H.S.(D) 3168 Vacant 

Mukim of Bagan Serai 

District of Kerian 

Perak Darul Ridzuan 






























































TOTAL 19,901,929 


78 

ANALYSIS OF SHAREHOLDINGS as at 25 March, 2004 

Authorised Capital : RM100,000,000 

Issued and Paid-up Capital : RM41,866,667 

Class of Shares : Ordinary shares of RM1/- each 

Total Number of Shares Issued : 41,866,667 

Voting Rights : 1 vote per ordinary shares 

No. of Shareholders : 3,825 

ANALYSIS OF SHAREHOLDINGS 

Size of Shareholdings No. of Shareholders % No. of Shares % of Issued Capital 

1 - 99 197 5.15 8,114 0.02 

100 - 1,000 544 14.22 483,093 1.15 

1,001 - 10,000 2,692 70.38 8,262,586 19.74 

10,001 - 100,000 342 8.94 9,175,847 21.92 

100,001 - 2,093,332 47 1.23 15,914,257 38.01 

2,093,333 AND ABOVE 3 0.08 8,022,770 19.16 

Total 3,825 100.00 41,866,667 100.00 

SUBSTANTIAL SHAREHOLDERS AS PER THE REGISTER OF SUBSTANTIAL SHAREHOLDERS 

AS AT 25 MARCH, 2004 

No. of shares 

No. of shares in in which substantial 

which substantial shareholders are 

shareholders have deemed to have 

Name direct interest % an interest % 

Simfoni Kilat Sdn Bhd 5,365,437 12.82 - - 

Koid Hun Kian 4,475,999 10.69 - - 

Ng Ah Chong 1,149,666 2.75 5,365,437 * 12.82 

Md. Arshad bin Md. Yusoff 239,066 0.57 5,365,437 * 12.82 

Hj Harun bin Hasan 121,933 0.29 5,365,437 * 12.82 

* Deemed interested by virtue of his interest in Simfoni Kilat Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. 

DIRECTORS' SHAREHOLDINGS AS AT 25 MARCH, 2004 

Direct Direct Indirect Indirect 

Name No. of shares held % No. of shares held % 

Dato' Abdul Hamid bin 

Hj. Md. Zainuddin 136,666 0.33 - - 

Koid Hun Kian 4,475,999 10.69 - - 

YM. Tunku Dato' Seri 

Kamel bin Tunku Rijaludin - - - - 

Ng Ah Chong 1,149,666 2.75 5,365,437 * 12.82 

Siow Hock Lee 65,333 0.16 - - 

Goh Hock Hai 339,200 0.81 - - 

Ng Lee Fang - - - - 

(Alternate to Ng Ah Chong) 

* Deemed interested by virtue of his interest in Simfoni Kilat Sdn Bhd pursuant to Section 6A of the Companies Act, 1965. 


ANALYSIS OF SHAREHOLDINGS (Cont’d) 

THIRTY LARGEST SHAREHOLDERS AS PER THE REGISTER OF MEMBERS AS AT 25 MARCH, 2004 

Name of Shareholder No. Shares Held % 

1. AllianceGroup Nominees (Tempatan) Sdn Bhd 

Qualifier : AFB Nominees (Tempatan) Sdn Bhd for 

Simfoni Kilat Sdn. Bhd. (1) 

2. AllianceGroup Nominees (Tempatan) Sdn Bhd 

3,256,666 7.78 

Qualifier : AFB Nominees (Tempatan) Sdn Bhd for Koid Hun Kian 2,657,333 6.35 

3. Simfoni Kilat Sdn Bhd 

4. Amsec Nominees (Tempatan) Sdn Bhd 

2,096,771 5.01 

Qualifier : Fraser Securities Pte Ltd for Leong Ying Chung (35729) 1,848,300 4.41 

5. Employees Provident Fund Board 1,509,333 3.61 

6. Ng Ah Chong 

7. HDM Nominees (Tempatan) Sdn Bhd 

1,149,666 2.75 

Qualifier : Pledged Securities Account for Koid Hun Kian (Memo) 800,000 1.91 

8. Yang, Wu-Hsiung 580,000 1.38 

9. Goh Hock Leong 549,100 1.31 

10. Hamzah Bin Zainudin 

11. BBMB Securities Nominees (Tempatan) Sdn Bhd 

500,000 1.19 

Qualifier : Pledged Securities Account for Koid Hun Kian (MR0665) 

12. Ke-Zan Nominees (Tempatan) Sdn Bhd 

500,000 1.19 

Qualifier : Pledged Securities Account for Ng Weng Keong 

13. Affin-ACF Nominees (Tempatan) Sdn Bhd 

430,000 1.03 

Qualifier : Pledged Securities Account for Ng Weng Keong 

14. Citicorp Nominees (Tempatan) Sdn Bhd 

417,000 1.00 

Qualifier : Pledged Securities Account for Sin Yong Lean (472669) 


415,500 0.99 

Qualifier : Pledged Securities Account for Ching Ngau (Memo) 415,166 0.99 

16. Koid Hun Kian 388,000 0.93 

17. Tan Ah Lee 380,000 0.91 

18. Chin Wou Chau 

19. A.A. Assets Nominees (Tempatan) Sdn Bhd 

349,500 0.83 

Qualifier : Pledged Securities Account for Goh Hock Hai 

20. Mayban Nominees (Tempatan) Sdn Bhd 

Qualifier : Mayban Trustees Berhad for 

339,200 0.81 

MAA Mutual Balanced Fund (N14011910170) 

21. Thong & Kay Hian Nominees (Asing) Sdn Bhd 

309,333 0.74 

Qualifier : UOB Kay Hian Pte Ltd for Tan Hian Theng 

22. Hong Leong Finance Berhad 

258,666 0.62 

Qualifier : Pledged Securities Account for Goh Hock Leong 240,300 0.57 

23. Cimsec Nominees (Tempatan) Sdn Bhd 

Qualifier : Pledged Securities Account for Ng Yoke Pheng (MM1178) 240,000 0.57 


80 

ANALYSIS OF SHAREHOLDINGS (Cont’d) 

THIRTY LARGEST SHAREHOLDERS AS PER THE REGISTER OF MEMBERS AS AT 25 MARCH, 2004 

Name of Shareholder No. Shares Held % 

24. Md. Arshad bin Md. Yusoff 


239,066 0.57 

Qualifier : Pledged Securities Account for Lee Chye Khern (Memo) 


222,800 0.53 

Qualifier : Pledged Securities Account for Tan Chai Ho 222,000 0.53 

27. Chin Nyook Fong 204,596 0.49 

28. Yeoh Cheng Han 

29. BBMB Securities Nominees (Tempatan) Sdn Bhd 

200,000 0.48 

Qualifier : Pledged Securities Account for Yau Kam Foong 


192,000 0.46 

Qualifier : Pledged Securities Account for Tan Chin Ching 191,000 0.46 

Total 21,101,296 50.40 


I/We (NRIC No ) 

*Pledged Securities Account for 

of 

being a member/members of AMTEL HOLDINGS BERHAD ("the Company"), do hereby appoint 

of 

or failing whom 

of 

Amtel Holdings Berhad (409449-A) 

Incorporated in Malaysia 

(NRIC No ) 

or failing him/her, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Seventh 

(7th) Annual General Meeting of the Company to be held at The Pan Pacific Glenmarie, 1 Jalan Usahawan U1/8, 

Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan on Thursday, 27 May, 2004 at 10.00 a.m. and any adjournment 

thereof. 

My/our proxy/proxies shall vote on the Resolutions set out in the Notice of the Meeting as indicated with an "X" in 

the appropriate spaces herein below. If no specific direction as to the voting is given, the proxy will vote or abstain 

from voting at his/her discretion. 

Item No. Description of Resolution Resolution 

No. 

For Against 

1 Adoption of Audited Financial Statements and Reports for 

financial year ended 30 November, 2003 1 

2 Approval of Directors’ fees 2 

3 Re-election of YM. Tunku Dato’ Seri Kamel 

bin Tunku Rijaludin as Director 3 

4 Re-election of Mr. Koid Hun Kian as Director 4 

5 Re-appointment of Auditors 5 

6 Authority to Directors to allot and issue shares 6 

Dated this day of 2004 

Signature/Common Seal No. of Shares held 

FORM OF PROXY 

(Before completing this form, please see notes) 

Notes: 

1. A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 

shall not apply to the Company. 

2. To be valid, this form, duly completed must be deposited at the Registered Office of the Company at No. 7, Jalan PJS 7/19, 

Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting or 

any adjournment thereof. 

3. A member shall be entitled to appoint more than one (1) proxy to attend and vote for him provided that the provisions of Section 

149(1)(c) of the Companies Act, 1965 are complied with. 

4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his 

holdings to be represented by each proxy. 

5. If the appointer is a corporation this form must be executed under its common seal or under the hand of an officer or attorney 

duly authorised.

Then fold here 

First fold here 

Amtel Holdings Berhad (409449-A) 

No. 7 Jalan PJS 7/19 

Bandar Sunway 



Affix Stamp

REGISTERED OFFICE No. 7, Jalan PJS 7/19, Bandar Sunway, 46150 Petaling Jaya, Selangor Darul Ehsan. Tel: (603) 5632 2449 Fax: (603) 5637 0042 

EM & J

Amtel Holdings Berhad - Company Announcements - Bursa Malaysia

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