MITRA-AnnualReport2011 (1.2MB).pdf - Announcements - Bursa ...

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Directors’ Report (cont’d) ISSUE of SHARES AND DEBENTURES On 4th July 2011 and 8th July 2011, the Company had completed the following corporate proposals:- (i) Share split involving the subdivision of every one existing ordinary shares of RM1/- each held in the Company into two ordinary shares of RM0.50 each in the Company held on 1st July 2011 (“entitlement date”) (“Share Split”); (ii) Bonus issue of 127,280,267 shares (“Bonus Shares”) of RM0.50 each, on the basis of one bonus share for every two existing shares held after the Share Split on the entitlement date (“Bonus Issue”); and (iii) Issuance of 47,729,947 new free warrants in the Company (“Warrants”) on the basis of one Warrant for every eight existing shares held after the Share Split and Bonus Issue on the entitlement date. wARRANTS (a) Detached warrants 2001/2011 By virtue of a Deed Poll executed on 4th December 2000 for the 11,859,290 Detachable Warrants 2001/2011 (“Warrants 2001/2011”) issued in connection with the Rights Issue allotted and credited on 13th February 2001, each Warrants 2001/2011 entitles the registered holder the right at any time during the exercise period as described below to subscribe in cash for one new ordinary share:- - from 13th February 2001 to 12th February 2006 at the exercise price of RM1.50 each; and - from 13th February 2006 to 12th February 2011 at the exercise price of RM1.80 each. During the year, there were 7,136,500 Warrants 2001/2011 exercised at RM1.80 prior to its expiry on 11th February 2011. Total proceeds from the conversion of Warrants amounted to RM12,845,700/-. The Warrants 2001/2011 expired and lapsed on 11th February 2011. (b) warrants 2011/2016 By virtue of a Deed Poll executed on 21st June 2011 for the 47,729,947 Warrants 2011/2016 (“Warrants 2011/2016”) issued in connection with the Share Split and Bonus Issue allotted and credited on 1st July 2011, each Warrants 2011/2016 entitles the registered holder the right at any time during the exercise period from 5th July 2011 to 4th July 2016 to subscribe in cash for one new ordinary share at an exercise price of RM0.90 each. No Warrants 2011/2016 were exercised during the year. TREASURy SHARES The shareholders of the Company by an ordinary resolution passed in the fifteenth Annual General Meeting held on 17th June 2008, approved the mandate for the Company’s plan to repurchase its own ordinary shares. On 7th June 2011, the shareholders of the Company at the eighteenth Annual General Meeting granted their mandate for the Company’s renewal of authority to repurchase its own ordinary shares. During the financial year, the Company repurchased 54,500 shares from the open market at an average price of RM1.79 per share. The total consideration paid for the repurchase, was RM97,609/- (2010: RM1,342,866/-) and they were financed by internally generated funds. The shares repurchased are being held as treasury shares in accordance with Section 67A of the Companies Act, 1965 in Malaysia. As at 31st December 2011, the Company held as treasury shares a total of 2,968,046 of its 397,531,801 issued ordinary shares. Such treasury shares are held at a carrying amount of RM807,913/- (2010: RM4,146,852/-) and further relevant details are disclosed in Note 16(b) to the financial statements. <strong>MITRA</strong>JAYA HOLDINGS BERHAD ANNUAL REPORT 2011 27
Directors’ Report (cont’d) EMployEES’ SHARE opTIoN SCHEME The Company’s Employees’ Share Option Scheme (“ESOS”) is governed by the by-laws approved by the shareholders of the Company at an Extraordinary General Meeting held on 26th May 2004. The main features of the ESOS are:- (a) the ESOS offers the eligible employees, including Executive Directors of the Group and of the Company, options to subscribe for new ordinary shares of RM0.50/- each in the Company. These eligible person(s) shall not participate in more than one ESOS implemented by any company within the Group at any one time; (b) the ESOS is for a period of 5 years commencing from 2nd July 2004, subject to an extension for a further period of 5 years commencing from the expiration of the aforesaid 5 years; (c) the maximum number of shares to be offered shall not exceed 10% of the issued and paid-up capital of the Company at any point in time during the existence of the ESOS and the number of shares of the Company that may be offered to each eligible employee is determined by a Committee appointed by the Board of Directors in accordance with the ESOS By- Laws; (d) the options granted under the ESOS cannot be assigned, transferred or otherwise disposed of in any manner whatsoever; and (e) the new shares allotted upon the exercise of the ESOS options shall rank pari passu with the existing issued ordinary shares of the Company. No ESOS was granted during the current financial year. DIRECToRS The Directors in office since the date of the last report are:- General Dato’ Ismail Bin Hassan (R) Tan Eng Piow Foo Chek Lee Roland Kenneth Selvanayagam Tan Sri Dato’ Seri Mohamad Noor Bin Abdul Rahim Ir Zakaria Bin Nanyan DIRECToRS’ INTERESTS According to the register of directors’ shareholdings kept by the Company under Section 134 of the Companies Act, 1965 in Malaysia, the interests of those Directors who held office at the end of the financial year in shares and warrants of the Company and its related corporations during the financial year ended 31st December 2011 are as follows:- The Company Number of ordinary shares of RM1.00 / RM0.50 each At Corporate Share At 1.1.2011 Bought/Sold exercise dividend Bought/Sold 31.12.2011 RM1.00 each RM1.00 each RM0.50 each RM0.50 each RM0.50 each RM0.50 each Direct interest Tan Eng Piow 47,717,374 4,145,000 103,724,748 5,186,237 - 160,773,359 Foo Chek Lee Indirect interest 217,374 15,960 466,668 23,333 - 723,335 Tan Eng Piow 700,000 - 1,400,000 70,000 - 2,170,000 Foo Chek Lee 7,000 - 14,000 700 - 21,700 28 <strong>MITRA</strong>JAYA HOLDINGS BERHAD ANNUAL REPORT 2011
Page 1 and 2: 2011 Annual Report
Page 3 and 4: Corporate Information Board of dire
Page 5 and 6: Board of Directors from left to rig
Page 7 and 8: Directors’ Profile (cont’d) roL
Page 9 and 10: Chairman’s Statement on behalf of
Page 11 and 12: Operations Review For the financial
Page 13 and 14: Audit Committee Report The Audit Co
Page 15 and 16: Statement on Internal Control INTRo
Page 17 and 18: Corporate Governance Statement INTR
Page 19 and 20: Corporate Governance Statement (con
Page 21 and 22: Corporate Governance Statement (con
Page 23 and 24: Other Information SHARE BUy-BACk Du
Page 25 and 26: Financial Statements 25 31 32 33 36
Page 27: Directors’ Report (cont’d) BAD
Page 31 and 32: Directors’ Report (cont’d) DIRE
Page 33 and 34: Statements of Comprehensive Income
Page 35 and 36: Statements of Changes in Equity (co
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