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laporan tahunan | annual report200422. OTHER PAYABLESGroupCompany2004 2003 2004 2003RM'000 RM'000 RM'000 RM'000Due to subsidiaries - - 157,809 76,920Sundry payables 18,989 22,121 1,425 2,904Accruals 13,876 9,866 2,400 2,523Zakat 175 258 87 96Interest on ICULS 15,574 15,574 15,574 15,574Amounts payable for property,plant and equipment - 842 - -23. SHARE CAPITAL48,614 48,661 177,295 98,017Number of OrdinaryShares of RM1 eachAmount2004 2003 2004 2003000 000 RM'000 RM'000AuthorisedAt 1 January 500,000 200,000 500,000 200,000Created during the year - 300,000 - 300,000At 31 December 500,000 500,000 500,000 500,000Issued and fully paid:At 1 January 215,524 105,999 215,524 105,999Issued and paid up during the yearat par - 109,525 - 109,525At 31 December 215,524 215,524 215,524 215,524(a)In the previous financial year, the Company increased its issued and paid-up share capital fromRM105,999,161 to RM215,524,302 by way of the following:-(i)Issuance of 209,700 new ordinary shares by the Company for cash by virtue of the exercise ofoptions pursuant to the Company's ESOS at an exercise price of RM1.47 per share.(ii)(iii)(iv)Issuance of 1,553,290 new ordinary shares of RM1.00 each by the Company to the participating creditors ofTDM Plantation Sdn Bhd and Kumpulan Mediiman Sdn Bhd, the subsidiaries of TDM Berhad at an issueprice of RM1.58 per share.Bonus issue of 107,762,151 new ordinary shares of RM1 each on the basis of one (1) new ordinary sharefor every one (1) existing ordinary share of RM1 each held.Increase in authorised share capital from RM200,000,000 comprising 200,000,000 ordinary shares ofRM1.00 each to RM500,000,00 comprising 500,000,000 ordinary shares of RM1.00 each.91
laporan tahunan | annual report2004(b)23. SHARE CAPITAL (CONT'D.)The Employee Share Option Scheme ("ESOS") was approved by shareholders of the Company at anExtraordinary General Meeting held on 24 June 1999. The main features of the ESOS are as follows:(i)Eligible employees of the Group who have been confirmed in their employment and have been in theservice of the Group for at least one year on or prior to the Date of Offer. Where an employee or executiveDirector is serving under a fixed term contract of employment, the contract should be for a period of atleast three years. In respect of employees who are non-Malaysians, they may be considered for eligibilitywhen they serve any company within the Group on a full-time basis.(ii) The option is personal to the grantee and is non-assignable.(iii)(iv)(v)The maximum number of Shares to be offered under the ESOS shall not exceed in aggregate ten (10) percentof the total number of issued and paid-up shares of the Company at any point of time during theexistence of the ESOS which shall be in force for a period of five (5) years from 9 December 1999 beingthe date of approval by the Securities Commission.The subscription price for the new Shares shall be determined by the closing market price of theCompany's ordinary shares on the market day immediately preceding the date of offer, the average of themean market quotation of the Shares as shown in the daily official list issued by the Bursa MalaysiaSecurities Berhad for the five (5) market days immediately preceding the date the options are offered,or at the par value of the ordinary shares of the Company, whichever is higher.The options granted under the ESOS shall be capable of being exercised by the grantee at anytime within aperiod of five (5) years commencing from the date of the offer or such shorter period as may be specificallystated in the offer by notice in writing to the Company.The option does not confer on any person the rights to participate in any share issued of any other company.The ESOS had expired on 8 December 2004 in accordance with its by laws.24. RESERVESGroupCompany2004 2003 2004 2003RM'000 RM'000 RM'000 RM'000Distributable:Capital reserve - - 2,736 2,736Accumulated losses (14,141) (29,236) (61,931) (64,110)(14,141) (29,236) (59,195) (61,374)Non-distributable:Share premium 34,979 34,979 34,979 34,979Revaluation reserves (restated) 210,945 210,945 31,224 31,224Exchange fluctuation reserve (4) (4) - -245,920 245,920 66,203 66,203Total reserves as at 31 December 231,779 216,684 7,008 4,829The movements in each category of reserves are disclosed in the statement of changes in equity.92
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