Annual Report 2009 - Bonia

Transcription

Annual Report 2009
Contents
02
05
06
14
28
32
35
37
38
44
48
corporate information
corporate structure
profile of directors
statement on corporate governance
audit committee report
additional compliance information
statement on internal control
directors’ responsibility statement
chairman’s statement
penyata pengerusi
主席献词
50
53
54
57
131
133
135
137
corporate social responsibility
five-year group financial highlights
event highlights
financial statements
analysis of shareholdings
list of properties
notice of annual general meeting
statement accompanying the notice of
annual general meeting
proxy form
BONIA CORPORATION BERHAD (223934-T) • Annual Report 2009
01
02
Corporate Information
BOARD OF DIRECTORS
Chiang Sang Sem
AUDIT COMMITTEE
Datuk Ng Peng Hong @
Ng Peng Hay
(Group Executive Chairman cum Chief
Executive Officer)
(Chairman)
Chiang Fong Yee
Chong Chin Look
(Alternate Director to Mr Chiang Sang Sem)
(Member)
(Resigned on 30 January 2009)
Chiang Heng Kieng
(Group Managing Director)
Chong Sai Sin
(Member)
Chiang Sang Bon
(Appointed on 30 January 2009)
(Group Executive Director)
Lim Fong Boon
Chong Chin Look
(Member)
(Group Finance Director)
Chiang Fong Tat
(Group Executive Director)
NOMINATION COMMITTEE
Ng Peng Hay
(Chairman)
Ng Peng Hay
Lim Fong Boon
(Independent Non-Executive Director)
(Member)
DATUK NIK HUSSAIN BIN NIK ALI
Chiang heng kieng
(Resigned on 30 January 2009)
(Member)
(Resigned on 25 August 2009)
Dato’ Shahbudin Bin
Imam Mohamad
Chong Sai Sin
(Non-Independent Non-Executive Director)
(Appointed on 25 August 2009)
Lim Fong Boon
REMUNERATION COMMITTEE
Dato’ Shahbudin Bin
Imam Mohamad
Chong Sai Sin
(Chairman)
AUDITORS
BDO Binder
Chartered Accountants
REGISTERED OFFICE
Level 18
The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Tel : (6)03 2264 8888
Fax: (6)03 2282 2733
SHARE REGISTRAR
Bina Management (M) Sdn Bhd
Lot 10, The Highway Centre
Jalan 51/205
46050 Petaling Jaya
Selangor Darul Ehsan
Tel : (6)03 7784 3922
Fax: (6)03 7784 1988
STOCK EXCHANGE LISTING
Main Market of
Bursa Malaysia Securities Berhad
(Member)
(Appointed on 30 January 2009)
COMPANY SECRETARIES
Ting Oi Ling
Teoh Kok Jong
Ng Peng Hay
(Member)
Lim Fong Boon
(Member)
WEBSITE ADDRESS
www.bonia.com
03
04
Corporate Structure
RETAILING
100% Armani Context Sdn Bhd
100% New Series Sdn Bhd
100% Banyan Sutera Sdn Bhd
100% Scarpa Marketing Sdn Bhd
Interior design, advertising and promotion
Marketing and distribution of fashionable goods
100% CB Marketing Sdn Bhd
Designing, promoting and marketing of
fashionable leather goods
100% CB Franchising Sdn Bhd
Franchising of leather goods and apparels
100% CRL Marketing Sdn Bhd
100% CRF Marketing Sdn Bhd
fashionable ladies’ footwear
100% CR Boutique Sdn Bhd
Franchising of leather goods & apparel
100% Daily Frontier Sdn Bhd
Marketing, distribution and export of
fashionable goods and accessories
100% De Marts Marketing Sdn Bhd
fashionable ladies’ footwear
100% Dominion Directions Sdn Bhd
Marketing and distribution of men’s apparel
and accessories
100% SB Directions Sdn Bhd
Marketing and distribution of
fashionable accessories
100% Galaxy Hallmark Sdn Bhd
Marketing and distribution of men’s
apparel and accessories
70% VR Directions Sdn Bhd
Marketing and distribution of men’s
apparel and accessories, and
ladies’ apparel
Marketing and distribution of men’s apparel
Wholesaling, retailing and marketing of fashionable
footwear
100% SBL Marketing Sdn Bhd
Designing, promoting and marketing of fashionable
leather goods
fashionable goods
MANUFACTURING
PROPERTY DEVELOPMENT
Franchising of leather goods & apparel
100% Active World Pte Ltd
Manufacturing and marketing of leather goods
100% BCB Properties Sdn Bhd
Property development
Wholesaling and retailing of fashionable
leather goods and apparels
70% Pasti Anggun Sdn Bhd
100% Jetbest Enterprise Pte Ltd
40% Makabumi Sdn Bhd
Wholesaling, retailing, importing and
exporting of leather goods and accessories
100% SBLS Pte Ltd
Wholesaling, retailing and marketing of
fashionable footwear, carrywear and
accessories
100% SCRL Pte Ltd
Wholesaling, retailing and marketing of
fashionable footwear, carrywear and
accessories
100% Kin Sheng Group Limited
Investment holdings
100% Bonia (Shanghai)
Commerce Limited
Retailing, marketing, promoting, designing,
import and export of fashionable leather
goods, apparels and accessories
100% Guangzhou Jia Li Bao Leather
Fashion Co Ltd
100% Future Classic Sdn Bhd
Product design, research and development
100% SB Boutique Sdn Bhd
100% Guangzhou Bonia
Fashions Co Limited
100% Mcolours & Design Sdn Bhd
100% Apex Marble Sdn Bhd
100% Long Bow Manufacturing Sdn Bhd
Designing, promoting and marketing of fashionable
ladies’ footwear
100% Eclat World Sdn Bhd
Marketing and distribution of fashionable
leather goods
100% SBFW Marketing Sdn Bhd
fashionable men’s footwear
60% Mcore Sdn Bhd
Retailing, marketing, promoting, designing,
import and export of fashionable leather
goods, apparels and accessories
Manufacturing, marketing, retailing of
fashionable leather goods, apparels
and accessories
100% Kin Sheng International Trading
Co Ltd
General trading and marketing of fashionable
goods
Dormant
PROPERTY INVESTMENT
100% CB Holdings (Malaysia) Sdn Bhd
Property investment and management services
100% Luxury Parade Sdn Bhd
Property investment
100% Ataly Industries Sdn Bhd
Property investment
05
06
Profile of Directors
MR CHIANG SANG SEM
aged 56, Malaysian
MR CHIANG FONG YEE
aged 32, Malaysian
He is the founder of BONIA. He was appointed to the Board
on 16 June 1994 as Executive Chairman of the Company and
holds the post of Executive Chairman in several subsidiary
and related companies of the Company. He is now the Group
Executive Chairman cum Chief Executive Officer of the Group.
His involvement in the leather industry spans a period of over 35
years. He possesses in-depth knowledge, skills and expertise
in all aspects of the leatherwear trade. He is responsible for
the overall business development and formulating the Group’s
strategic plans and policies. To ensure that the Group is very
much in line with the trend of the fashion and technological
changes in the leatherwear and fashion accessories industry,
he travels extensively to Italy, France, Germany, Japan, Hong
Kong, Taiwan, China, Bangkok, Vietnam and Indonesia. He
does not have any other directorships of public companies.
He was appointed to the Board on 18 February 2004 as
Alternate Director to Mr Chiang Sang Sem.
His brothers, Chiang Sang Bon, Chiang Heng Kieng and his
sons, Chiang Fong Yee and Chiang Fong Tat, are also members
of the Board.
He obtained his Bachelor Degree in Marketing and Statistic
from Middlesex University in the United Kingdom in 1999. He
joined the Group in February 2000 as Marketing Executive and
subsequently he was promoted to the position of Assistant
Business Development Manager of leatherwear division in
October 2002. He is responsible for the development of product
sourcing, research and development, planning, implementation
of the marketing strategy and product distribution functions
of the leatherwear division. He currently holds directorships
in several subsidiaries of the Company. He does not have any
other directorships of public companies.
His father, Chiang Sang Sem, his uncles, Chiang Sang Bon,
Chiang Heng Kieng and his brother, Chiang Fong Tat, are also
members of the Board.
(cont’d)
MR CHIANG HENG KIENG
aged 47, Malaysian
MR CHIANG SANG BON
aged 54, Malaysian
He was appointed to the Board on 16 June 1994 and is the
Group Managing Director of the Company and of its several
other subsidiary and related companies. He is extensively
and directly involved in day-to-day management, decisionmaking and operations of the Group. He is responsible for the
development and implementation of the marketing strategy
and product distribution functions of the Group. He is the
immediate Past President of the Malaysian Retailer-Chains
Association. He does not have any other directorships of
public companies.
He was appointed to the Board on 16 June 1994 and is
the Group Executive Director of the Company. He started
his career with a leather manufacturer in Singapore in 1974.
Todate, he has gained over 35 years’ vast experience in
technical skills in manufacturing of leatherwear. In his current
capacity, he is responsible for the overall factory and production
operations. He is also in-charge of product quality control. He
also holds directorships in several subsidiaries of the Company.
He does not have any other directorships of public companies.
His brothers, Chiang Sang Sem, Chiang Sang Bon and his
nephews, Chiang Fong Yee and Chiang Fong Tat, are also
His brothers, Chiang Sang Sem, Chiang Heng Kieng and his
nephews, Chiang Fong Yee and Chiang Fong Tat, are also
07
(cont’d)
MR CHONG CHIN LOOK
aged 46, Malaysian
He was appointed to the Board on 20 June 1994. He is the
Group Finance Director of the Company and holds a position of
Financial Controller of the Group since 1992. He is responsible
for the overall financial and corporate functions of the Group.
He graduated with a Bachelor of Economics degree with a
major in Business Administration from the University of Malaya
in 1987. He is also a member of The Malaysian Institute
of Certified Public Accountants (MICPA) and a Chartered
Accountant with the Malaysian Institute of Accountants (MIA).
Prior to his current position, he was attached to KPMG Peat
Marwick, an international firm of Chartered Accountants,
where he gained four and a half years experience in auditing,
accounting, taxation and management consultancy. He currently
holds directorships in several subsidiaries of the Company. He
does not have any other directorships of public companies.
MR CHIANG FONG TAT
aged 31, Malaysian
He was appointed to the Board on 30 August 2004. He is
the Group Executive Director of the Company. He graduated
with a Bachelor (Hons) Degree in Marketing and Management
from Middlesex University in the United Kingdom in 2000 and
thereafter joined the Group in July 2000 as Marketing Executive.
He was subsequently promoted to the position of Brand
Manager in menswear and accessories division in October
2002. He is now responsible for the development of product
sourcing, research and development, planning, implementation
of the marketing strategy and product distribution functions of
the leatherwear and footwear divisions.
He currently holds directorships in several subsidiaries of the
Company. He does not have any other directorships of public
companies.
His father, Chiang Sang Sem, his uncles, Chiang Sang Bon,
Chiang Heng Kieng and his brother, Chiang Fong Yee, are also
DATUK NG PENG HONG @ NG PENG HAY
D.M.S.M., D.S.M., P.J.K., aged 57, Malaysian
He was appointed to the Board on 20 June 1994. He is an
Independent Non-Executive Director, the Chairman of the Audit
Committee, Nomination Committee, and a member of the
Remuneration Committee of the Company.
He was the State Assemblyman for Tengkera Constituency of
Barisan Nasional between 1982 and 1986. He then served as
a Senator in the Malaysian Parliament from 1987 to 1993. His
first involvement in social activities was upon completing his
secondary education. He has been appointed as the Investment
Coordinator by the Malacca State Development Corporation to
handle direct investments in the State of Melaka since 1988.
Together with his teams of officials and his excellent public
relations, he has helped in attracting numerous Taiwanese,
Singaporean and Chinese investors into the State of Melaka.
In recognition of his efforts and dedication, he was conferred
the Darjah Mulia Seri Melaka by his Excellency, the Governor of
Melaka in 1992. On 17 July 1999, the Taiwanese Government
awarded him the Economics Medal. He is the Chairman of
MCA, 7th Branch Melaka since 1982. He also appointed as
Vice Chairman of Malacca State Malaysia Crime Prevention
Foundation (MCPF) since year 1997 and as Exco Member of
09
10
(cont’d)
Malaysia Crime Prevention Foundation.
He is also a Committee Member of
Malacca State’s Inspectorate of National
Services Training Council.
He also holds directorships in Farm’s
Best Berhad, Komarkcorp Berhad, Ta
Win Holdings Berhad and Chairman of
Wellcall Holdings Berhad.
DATO’ SHAHBUDIN BIN IMAM
MOHAMAD
D.S.A.P., D.I.M.P., S.A.P., J.S.M., P.J.K.,
aged 67, Malaysian
He was appointed to the Board on 1
March 1998. He is a Non-Independent
Non-Executive Director and the Chairman
of the Remuneration Committee of the
Company. He is the representative of
Permodalan Nasional Berhad (PNB) on
the Board of Directors of the Company.
He has served in the government service
in various capacities for some 31 years.
His last post with the Government
was from 1996 to 1997 as the Deputy
Secretary General (Operation), Ministry of
Finance prior to his retirement in 1997.
He also serves as Director in MWE
Holdings Berhad.
MR LIM FONG BOON
aged 60, Malaysian
June 1994. He is an Independent NonExecutive Director and a member of the
Audit Committee, Nomination Committee,
and Remuneration Committee of the
Company. He was a district councilor of
Tanjung Malim since 1987, the Managing
Partner of Hin Lee Goldsmith since 1978
and also the Managing Director of Tanma
Holdings Sdn Bhd, a property investment
holding company since 1980. He does
not have any other directorships of public
companies.
Mr Chong Sai Sin
aged 42, Malaysian
January 2009. He is an Independent
Non-Executive Director and a member
of the Audit Committee and Nomination
Committee of the Company.
He is a Chartered Accountant, an
Approved
Company
Auditor,
an
Approved Tax Agent and a Partner in
LLTC, a firm of Chartered Accountants.
He is also a member of the Malaysian
Institute of Accountants (MIA), the
Malaysian Institute of Certified Public
Accountants (MICPA), Institute of Internal
Auditors Malaysia (IIAM), Chartered Tax
Institute of Malaysia (CTIM) and Financial
Planning Association of Malaysia (FPAM).
He signed up as an article student in
MICPA and started audit experience in
Kassim Chan & Co since 1987. He joined
BDO Binder in 1993 after completed the
articleship. He accumulated more than
7 years experience in 2 established
audit firms before joining commercial
organisations as an Accountant,
Corporate Finance Manager and
Financial Controller from 1995 to 2002.
He joined LLTC as an audit principal and
admitted as a Partner in 2005. He has
more than 20 years in the commercial
organisations and accounting practice
and gained good exposure in the
Corporate Finance, Due Diligence
Review, Listing Exercise, Auditing,
Taxation and Accounting. He does not
have any other directorships of public
listed companies.
08
(cont’d)
Notes:
1. Save as disclosed above, none of the directors have:
(a) any family relationship with any Directors and/or
substantial shareholders of the Company,
(b) any conflict of interest with the Company,
(c) any conviction for offences (other than traffic offences)
within the past ten (10) years.
2. The respective Directors’ interests in the Company are
detailed in pages 59 and 131 of the Annual Report.
3. There were four (4) Board Meetings held during the financial
year ended 30 June 2009. The details of attendance of the
Directors are as follows:
Name
Attendance
Chiang Sang Sem
Chiang Fong Yee
3 out of 4
4 out of 4
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat Datuk Nik Hussain Bin Nik Ali *
Datuk Ng Peng Hong @ Ng Peng Hay
Dato’ Shahbudin Bin Imam Mohamad
Lim Fong Boon
Chong Sai Sin **
4 out of 4
4 out of 4
4 out of 4
3 out of 4
2 out of 4
4 out of 4
4 out of 4
4 out of 4
2 out of 4
(Alternate Director to Mr Chiang Sang Sem) * resigned on 30 January 2009
** appointed on 30 January 2009
4. The Date, Time and Place of the Board Meetings held:
Date
(i)
(ii)
(iii)
(iv)
25 August 2008, Monday #
24 November 2008, Monday ##
27 February 2009, Friday #
28 May 2009, Thursday #
Place
The Boardroom
Bonia Headquarters
4th Floor, No. 62, Jalan Kilang Midah
Taman Midah, Cheras
56000 Kuala Lumpur
##
Langkawi Room
Bukit Jalil Golf & Country Resort
Jalan 3/155B, Bukit Jalil
57000 Kuala Lumpur
#
Time
11.00 a.m.
11.00 a.m.
11.00 a.m.
11.00 a.m.
13
14
Statement on Corporate Governance
The Board of Bonia Corporation Berhad, in recognising the importance of
corporate governance, is committed to ensure that the Company’s business
and operations are in line with the principles and best practice advocated by
the Malaysia Code on Corporate Governance.
The following paragraphs set out the Company’s application of the principles and best practices of the Revised Malaysian Code
on Corporate Governance (“the Code”).
THE BOARD OF DIRECTORS
The Group acknowledges the pivotal role played by the Board of Directors to lead and control the Company with the ultimate
objective of realising long-term shareholder value. To fulfill this role, the Board has established various processes and committees
to assist the Board in discharging these responsibilities. Among others, the setting of Company’s strategies and directions,
shareholders and investors’ relationship, annual budget, significant financial matters, and the internal control including risk
assessment are within the responsibilities of the Board of Directors.
The Board meets at least four (4) times a year, with additional meetings convened as and when necessary. There were four
(4) Board meetings held during the financial year ended 30 June 2009. The details of attendance of the Directors at the Board
Meetings are set out on page 13.
Board Balance
The Board of Directors consists of nine (9) directors and one (1) alternate director; comprising five (5) Executive Directors, three (3)
Independent Non-Executive Directors and one (1) Non-Independent Non-Executive Director. The Board therefore complies with
Paragraphs 1.01 and 15.02 of the Bursa Securities’s Main Market Listing Requirements which requires that at least two (2) directors
or one-third (1/3) of the Board members whichever is the higher, are Independent Directors.
A brief profile of each Director is presented on pages 6 and 13.
(cont’d)
The Company is led by an experienced Board under a Chairman who is a Group Executive Director cum Chief Executive Officer.
The roles of the Group Executive Chairman cum Chief Executive Officer and the Group Managing Director are separated and each
has a clearly accepted division of responsibilities to ensure balance of power and authority. The Board has within it, professionals
drawn from varied backgrounds, bringing in-depth and diversity in experience, expertise and perspectives to the Group’s business
operations. The Board is ensured of a balance and independent view at all Board deliberations largely due to the presence of its
Independent Non-Executive Directors whom are independent from the Management and major shareholders of the Company.
The Independent Non-Executive Directors are also free from any business dealing and other relationships that could materially
interfere with the exercise of their independent judgement. Together with the Executive Directors who have intimate knowledge of
the Group‘s businesses, the Board is constituted of individuals who are committed to business integrity and professionalism in all
their activities.
Supply of Information
The Directors are provided with relevant agenda and timely information, such as quarterly financial results, progress report of
the Group’s businesses, corporate developments, regulatory and audit reports to enable them to discharge their duties and
responsibilities effectively.
All Directors have full access to the advice and services of the Company Secretaries, the internal and external auditors and other
independent professionals in carrying out their duties.
Board Committees
To assist the Board in discharging its duties, various Board Committees were established. The functions and terms of reference of
the Board Committees are clearly defined and where applicable, comply with the recommendations of the Code.
(i) Audit Committee
The objective of the Audit Committee is to assist the Board to review the adequacy and integrity of internal control system
and management information system of the Group and the Company. The composition terms of reference and summary of
activities of the Audit Committee are set out on pages 28 to 30.
17
18
(cont’d)
(ii) Nomination Committee
The Nomination Committee currently comprises the following members:
Name of members
Designation
Attendance
Non-Executive Director (Chairman)
2 out of 2
Chiang Heng Kieng *
Group Managing Director
2 out of 2
Lim Fong Boon
Non-Executive Director
2 out of 2
Chong Sai Sin **
-
* resigned on 25 August 2009
** appointed on 25 August 2009
The responsibilities of the Nomination Committee are to identify skill and expertise that are relevant to the effective
functioning of the Board, to review the Board structure, size and composition, to select and propose suitable candidates for
appointment to the Board. The Nomination Committee also assesses the contribution and performance of each individual
Director and recommends to the Board to fill the seat in the respective Committees. Besides, the Nomination Committee
also annually review its required mix of skills and experience and other qualities, including core competencies which NonExecutive Directors should bring to the Board.
(iii) Remuneration Committee
The Remuneration Committee currently comprises the following members:
Name of members
Designation
Attendance
Non-Executive Director (Chairman)
1 out of 1
1 out of 1
Lim Fong Boon
1 out of 1
11
(cont’d)
The Remuneration Committee is responsible for
considering and recommending the following matters to
the Board for its approval:
•
•
•
Revision of fees payable to the Board of Directors;
Reimbursement of expenses incurred in attending the
Board and its Committee Meeting;
Develop a remuneration policy based on performance
to attract and retain high caliber and experience
directors to successfully manage the business of the
Group and of the Company.
Appointment to the Board
The Nomination Committee is responsible for making
recommendation for appointment to the Board. Upon
appointment, the Director will undergo an orientation and
familiarisation programme, including visits to the Group’s
businesses and meetings with senior management as
appropriate, to facilitate their understanding of the Group’s
businesses.
to be held following their appointments. The Articles also require
that one-third (1/3) of the Directors including the Managing
Director, if any, to retire by rotation and seek re-election at each
AGM and that each Director shall submit himself for re-election
at least once in every three (3) years.
Directors over seventy (70) years of age are required to submit
themselves for re-appointment by the shareholders annually in
accordance with Section 129(6) of the Companies Act, 1965.
Directors’ Training
All members of the Board have attended the Mandatory
Accreditation Training Programme (MAP) prescribed by
Bursa Malaysia Training Sdn Bhd, the training and education
arm of Bursa Malaysia. In order to ensure that the Directors
are competent in carrying out their expected roles and
responsibilities, directors are encouraged and required to
attend continuous education programmes and seminars to
keep abreast with developments in the market place.
Re-election of Directors
All executive directors and other members in the senior
management attended a 2-days “1 Bonia Management Camp”
entitled “Transformational Leadership” conducted by Quest
Learning, an expert specialised in organisational development
and customised training programme in early September 2009.
Any Director appointed during the year is required under the
Company’s Articles of Association, to retire and seek re-election
by the shareholders at the next Annual General Meeting (AGM)
All non-executive directors have attended seminar with topic
related to Corporate Governance during the period under
review.
Training sessions have been held for Directors of the Group to
keep them abreast of current and regulatory issues.
21
22
(cont’d)
There is a familiarisation programme for all Board members including, where appropriate, visits to the Group’s business and
meetings with senior management to facilitate their understanding of the Group’s businesses and operations.
Directors’ Remuneration
The Code states that Directors’ remuneration should be of a sufficient level to attract and retain high calibre Directors to
successfully run the Group. For Non-Executive Directors, their remuneration should reflect their respective levels of experience,
expertise and responsibilities.
Non-Executive Directors are paid attendance allowance for each Board and/or Audit Committee Meeting they attended. Directors’
fees are paid to Executive and Non-Executive Directors upon approval granted by the shareholders at the Annual General Meeting.
Executive Directors are not paid attendance allowance.
The aggregate remuneration of the Directors is categorised into appropriate components:
Fees
Salaries
Bonuses
Category RM’000
RM’000
RM’000
Executive Directors *
Non-Executive Directors
377 *
144 1,404 *
-
1,254 *
-
Other
Emoluments
RM’000
397 *
-
Total
RM’000
3,432 *
144
* inclusive of remuneration paid by the subsidiary companies
The number of Directors whose total remuneration falls within the following bands:
Range of Remuneration
Executive Director
Below RM50,000
RM150,001 to RM200,000
1
RM450,001 to RM500,000
1
RM500,001 to RM550,000
1
RM700,001 to RM750,000
1
RM1,500,001 to RM1,550,000
1
4
(cont’d)
RELATIONSHIP WITH SHAREHOLDERS
Dialogue between the Company and Investors
The Company recognises the importance of keeping shareholders and investors informed of the Group’s business and corporate
developments. Such information is disseminated through press releases, press conferences, the Company’s annual reports,
circulars to shareholders, quarterly financial results and various announcements made from time to time.
The Group has established a website at www.bonia.com which shareholders and members of the public can access for pertinent
and updated information of the Group. Alternatively the Group’s latest announcement can be obtained through the Bursa Malaysia
Securities Berhad’s website at www.bursamalaysia.com.
The Annual General Meeting (AGM) remains the principal forum for dialogue with shareholders. It is a crucial mechanism in
shareholders communication for the Company. At the Company’s AGM, the shareholders have direct access to the Board and are
given the opportunity to ask questions during the open question and answer session prior to the motion moving for the Company’s
and the Group’s Audited Financial Statements and Directors’ Report for the financial year. The shareholders are encouraged to ask
questions both about the resolutions being proposed or about the Group’s operations in general.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board aims to provide and present a balanced and meaningful assessment of the Group’s financial performance and prospects,
primarily through the financial statements and the Chairman’s Statement in the Annual Report and quarterly financial statements.
The Group’s quarterly, half yearly and annual financial results announcements which are released to the shareholders within the
stipulated time frame reinforce the Board’s commitment to ensure accurate and timely dissemination of financial and corporate
announcements for greater accountability and transparency.
The Directors consider that in preparing the financial statements, the Group has used appropriate accounting policies,
consistently applied and supported by reasonable and prudent judgements and estimates. All accounting standards which the
Board considers to be applicable have been followed, subject to any explanations and material departures disclosed in the
notes to the financial statements.
The Directors’ Responsibility Statement made pursuant to Paragraph 15.26(a) of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad is set out on page 37.
25
26
(cont’d)
Internal Control
The Board acknowledges their responsibilities for the Group’s system of internal controls covering not only
financial controls but also operational and compliance controls as well as risk management. A Statement on
Internal Control of the Group is set out on pages 35 to 36.
Relationship with the Auditors
The Board, via the Audit Committee, has established a transparent and appropriate relationship with the
Group’s auditors. In the course of audit of the Group’s operations, the auditors highlighted to the Audit
Committee and the Board, matters that need the Board’s attention.
The appointment of the external auditors is subject to the approval of the shareholders at the Annual General
Meeting.
A summary of the activities of the Audit Committee during the year as well as the role of the Audit Committee
in relation to the external auditors and internal auditors are set out in the Audit Committee Report on pages
28 to 30.
27
28
Audit Committee Report
The Board of Directors of Bonia Corporation Berhad is pleased to present the Report of the Audit Committee for the financial year
ended 30 June 2009.
MEMBERS AND MEETINGS
The composition of the Audit Committee is as listed below.
There were four (4) Audit Committee Meetings held during the financial year ended 30 June 2009. The details of attendance of the
Audit Committee members are as follows:
Name
Status of directorship
Independent
Attendance
Lim Fong Boon
Chong Chin Look *
Chong Sai Sin **
Independent Non-Executive Director
(Chairman)
Yes
4 out of 4
Yes
4 out of 4
Group Finance Director
(A member of the Malaysian Institute of
Accountants)
No
2 out of 4
(A member of the Malaysian Institute of
Accountants)
Yes
2 out of 4
* resigned on 30 January 2009
** appointed on 30 January 2009
The Date and Time and Place of the Audit Committee Meetings held:
Date 25 August 2008, Monday *
24 November 2008, Monday **
27 February 2009, Friday *
28 May 2009, Thursday *
Time
10.00 a.m.
10.00 a.m.
10.00 a.m.
10.00 a.m.
* The Boardroom, Bonia Headquarters, 4th Floor, No. 62, Jalan Kilang Midah, Taman Midah, Cheras, 56000 Kuala Lumpur
** Langkawi Room, Bukit Jalil Golf & Country Resort, Jalan 3/155B, Bukit Jalil, 57000 Kuala Lumpur
The Group Executive Chairman cum Chief Executive Officer, the Group Managing Director, the Group Executive Directors, any other
Board members, managers or any other senior executives may attend the meetings upon the invitation by the Committee. The
Committee shall at least meet with the external auditors once a year.
TERMS OF REFERENCE
Membership
The Audit Committee shall be appointed by the Board from amongst the Directors and shall consist of not less than three (3)
members, all of whom shall be Non-Executive Directors, with a majority being Independent Directors and at least one (1) member of
the Committee must be a member of the Malaysian Institute of Accountants or possess such other qualifications and/or experience
as approved by Bursa Malaysia Securities Berhad.
Review of membership is undertaken once every three (3) years. This review pertains to the term of office and performance of the
members.
(cont’d)
Quorum
The quorum shall be two (2) and all must be Independent Directors.
Reporting Procedures
The Chairman of the Committee shall be an Independent Director appointed by the Board. He shall report on each meeting of the
Committee to the Board.
The Company Secretary shall be responsible for drawing up the agenda and circulating it, supported by explanatory documentation
to the Committee members prior to each meeting. The Secretaries shall also be responsible for keeping minutes of meetings of the
Committee and circulating them to the Committee members and to the other members of the Board.
Frequency of Meetings
Meetings shall be held not less than four (4) times a year. The presence of external auditors will be requested if required and the
external auditors may also request a meeting if they consider it is necessary.
Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference and shall have full and unrestricted
access to both the internal and external auditors and to all employees of the Group. The Committee is also authorised to obtain
external legal advice or other independent professional advice as necessary.
Functions
The functions of the Committee shall be:
a) to review with the external auditors:
• the audit plan;
• the evaluation of the system of internal accounting controls;
• the scope and results of audit procedures;
• the audit report;
• the assistance given by the Group’s and the Company’s officers to the auditors;
• the annual financial statements of the Group and the Company and thereafter to submit them to the Board of Directors of the
Company;
• any related party transactions that may arise within the Company or the Group;
b) to consider and recommend to the Board the nomination of external auditors;
c) to review the internal audit plan, consider significant finding and management’s response and report to the Board together with
such other functions as may be agreed to by the Committee and the Board;
d) assess the performance of the internal auditors and determine and approve the fees and annual increment of the internal
auditors;
e) to review the quarterly, half yearly and annual financial statements of the Group and the Company before submission to the Board,
focusing particularly on:
• public announcement of results and dividend payment;
• any changes in accounting policies and practices;
• significant adjustments resulting from audit;
• the going concern assumptions;
• compliance with applicable approved accounting standards and regulatory requirements;
f)
to carry out such other responsibilities, functions or assignments as may be defined jointly by the Committee and the Board of
Directors from time to time;
29
30
(cont’d)
g) in compliance with Paragraph 15.16 of the Main Market
Listing Requirements of Bursa Malaysia Securities Berhad
(“Listing Requirements”), where the Committee is of the
view that a matter reported by it to the Board has not been
satisfactory resolved resulting in a breach of the Listing
Requirements, the Committee must promptly report such
matter to the Bursa Malaysia Securities Berhad.
(b) reviewed the audit plan, audit strategy and scope of work
presented by the external auditors prior to commencement
of annual audit;
INTERNAL AUDIT FUNCTION
(d) reviewed and approved the Audit Committee Report for the
financial year ended 30 June 2009 to be presented in the
Annual Report by the Board;
The Group’s internal audit function is carried out by a third
party professional firm, which is independent of the activities
and operations of the Group. During the financial year, an audit
fee of RM43,000 was paid to the internal auditors to undertake
the audit and risk assessment of the Group’s operating
units; reviewing the units’ compliance to internal control
procedures; highlighting weaknesses and making appropriate
recommendations for improvement to ensure a sound system
of internal controls. The internal auditors’ report will then be
presented to the Audit Committee on a quarterly basis.
(c) reviewed with the external auditors the results of audit, their
audit report and management letter and management’s
response;
(e) reviewed the internal audit reports presented and
considered the major findings of internal audit in the
Group’s operating subsidiaries and associated companies
through the review of internal audit report tabled and
management responses thereto and ensuring significant
findings are adequately addressed by the management;
(f) reported to the Board on its activities and significant findings
and results;
ACTIVITIES OF THE COMMITTEE
During the financial year, the Audit Committee has:
(a) reviewed the unaudited quarterly and year-end financial
statements before recommending to the Board for
consideration and approval, and release to Bursa Malaysia
Securities Berhad;
(g) To review any related party transactions and conflict of
interest situation that may arise within the Group including
any transaction, procedure or course of conduct that raises
questions of Management integrity.
31
32
Additional Compliance Information
pursuant to Paragraph 9.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
statement of internal control and subsidiary’s gross sales statements
to landlords.
Utilisation of Proceeds
The were no fund raising exercises implemented during the financial
year.
Share Buybacks
During the financial year, there were no share buybacks by the
Company.
Options, Warrants or Convertible Securities
There were no other exercise of options, warrants or convertible
securities during the financial year ended 30 June 2009.
American Depository Receipt (ADR) or Global Depository
Receipt (GDR) Programme
During the financial year, the Company did not sponsor any ADR or
GDR programme.
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.
Non-audit Fees
Variation in Results
During the financial year, there were no variance of results which
differ by 10% or more from any profit estimate/forecast/projection/
unaudited results announced.
Profit Guarantees
During the financial year, there were no profit guarantees given by
the Company.
Material Contracts
During the financial year, there were no material contracts on
the Company and its subsidiaries involving Directors’ and major
shareholders’ interests.
Contract Relating to Loans
There were no contracts relating to loans by the Company.
Revaluation of Landed Properties
The Company does not have a revaluation policy on landed
properties. However, fair value accounting is applied for certain
properties classified under the Group’s Investment Properties.
During the financial year, there were non-audit fees of RM27,400
paid to the external auditors in relation to review of the Company’s
Recurrent Related Parties Transactions (RRPT) of Revenue or Trading Nature
The aggregate value of the recurrent related party transactions conducted between the Company’s subsidiaries with the related parties
during the financial year is as follows:
Interested
parties and
Amount
Companies within
nature of
transacted
No. Transacting parties
the Group
Nature of transactions
relationship
RM’000
1
Cassardi International Co Ltd
Apex Marble Sdn Bhd
• Purchase of men’s apparels
VR Directions Sdn Bhd
• Payment of Valentino
Eclat World Sdn Bhd Rudy trademark royalty Note 1
1,051
2
Daily Frontier Sdn Bhd
• Sales of fashionable goods
Note 2
1,379
3
PT Super Prima
Banyan Sutera Sdn Bhd
• Sales of fashionable goods
• Payment of permitted
reimbursable expenses
Note 3
4,194
4
Bonia International
• Payment of Bonia, Bonia
Holdings Pte Ltd
CB Marketing Sdn Bhd
Uomo, Carlo Rino and Sembonia
Mcore Sdn Bhd trademarks royalties
Kin Sheng International
Trading Co Ltd
Guangzhou Jia Li Bao
Leather Fashion Co Ltd
Active World Pte Ltd
Bonia (Shanghai) Commerce Ltd
Note 4
1,398
5
Note 5
200
BBA International
Co Ltd
Long Bow
Manufacturing (S)
Pte Ltd
Active World Pte Ltd
• Payment of office rental
33
34
Additional Compliance Information
pursuant to Paragraph 9.25 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (cont’d)
Notes:
1. Siriwan Boonnamsap is a director of Cassardi International Co Ltd (“Cassardi”) and a major shareholder of Apex Marble
Sdn Bhd holding 30% equity interest. Sirinee Chantranakarach and Petcharat Boonnamsap, being the sister and daughter
of Siriwan Boonnamsap, are major shareholders of Cassardi, holding 17% and 15% equity interest respectively. Suchart
Chantranakarach, Patcharawan Boonnamsap, Petcharat Boonnamsap, Yaowanuch Boonnamsap and Yaowaluck
Boonnamsap, being the brother and daughters of Siriwan Boonnamsap, are directors of Cassardi. Boonnam Boonnamsap,
being the spouse of Siriwan Boonnamsap is a director of Cassardi and a major shareholder of VR Directions Sdn Bhd
holding 15% equity interest. On 1 June 2009, Siriwan Boonnamsap had ceased to be a shareholder of Apex Marble Sdn
Bhd.
2. Boonnam Boonnamsap is a director and major shareholder of Moda Europa Co Ltd (“Moda Europa”) and Namjing Co Ltd
(“Namjing”) holding 70% and 50% equity interest in Moda Europa and Namjing respectively. Moda Europa and Namjing hold
25% each in BBA International Co Ltd, which is 49% owned company of Bonia.
3. Junto Sunarso is a director and major shareholder of Banyan Sutera Sdn Bhd holding 10% equity interest. Juliana
Onggowarsih, being the spouse of Junto Sunarso, is a major shareholder of PT Super Prima holding 51% equity interest.
Harjanto Sunarso, being the son of Junto Sunarso and Juliana Onggowarsih, is a director and major shareholder of PT
Super Prima holding 49% equity interest. On 4 May 2009, Junto Sunarso had ceased to be a director and shareholder of
Banyan Sutera Sdn Bhd.
4. Mr Chiang Sang Sem is a director and major shareholder of Bonia International Holdings Pte Ltd holding 60% equity
interest. He is also the major shareholder and director of the Company.
5. Mr Chiang Sang Sem is a director and major shareholder of Long Bow Manufacturing (S) Pte Ltd holding 83.92% equity
interest. His brother, Mr Chiang Boon Tian is also a director and shareholder of Long Bow Manufacturing (S) Pte Ltd holding
13.58% equity interest. Mr Chiang Sang Sem is also the major shareholder and director of the Company.
The above recurrent related parties transactions of revenue or trading nature do not require the
mandate of shareholders by virtue of:
a) The transacted parties for Item 1 and 3 fall within the interpretation of Paragraph
10.08(9);
b) the transacted parties for Item 2 fall within the interpretation of Paragraph
10.08(11)(n); and
c) the amount transacted for Item 4 and 5 fall within the interpretation of
Paragraph 10.09 (1)(a) of the Main Market Listing Requirements of Bursa
Malaysia Securities Berhad.
Save as disclosed above, there were no recurrent related party
transactions of revenue or trading nature during the financial year under
review
Share option offered to and exercised by Non-Executive
Directors
There were no share options offered to and exercised by Non-Executive
Directors under the Company Executives’ Share Option Scheme (ESOS)
during the financial year under review.
Statement on Internal Control
INTRODUCTION
Paragraph 15.26(b) of the Bursa Malaysia Securities Berhad Main Market Listing Requirements requires the Board to include
in its Company Annual Report a statement about the state of its internal control. The revised Malaysian Code on Corporate
Governance requires all listed companies to maintain a sound system of internal control to safeguard shareholders’ investment and
the company’s assets.
Accordingly, the Board is therefore pleased to provide the Statement on Internal Control (“Statement”) that was prepared in
accordance with the “Guidance for Directors of Public Listed Company” issued by Bursa Malaysia Securities Berhad which outlines
the processes the Board have adopted in reviewing the adequacy and integrity of the system of internal control of the Group.
RESPONSIBILITY
The Board of Directors acknowledges its overall responsibility for maintaining a sound system of internal controls for the Group
and for reviewing its effectiveness and adequacy. Whilst the role of the management is to implement the Board’s policies on risk
and control. The system of internal control is designed to manage rather than eliminate the risk of failure to achieve business
objectives and can only provide reasonable and not absolute assurance against material misstatement or loss.
The Board confirms that there is a continuous process in place to identify, evaluate and manage the significant risks that may affect
the achievement of business objectives. The process which has been instituted throughout the Group is updated and reviewed
from time to time to suit the changes in the business environment and this on-going process has been in place for the whole
financial year under review and up to the date of adoption of this Annual Report.
35
36
Statement on Internal Control
(cont’d)
INTERNAL CONTROL PROCESSES AND RISK MANAGEMENT FRAMEWORK
The key elements of the Group’s internal control processes and risk management framework are described below:
•
There is an organisation structure with clearly defined lines of responsibility, limits of authority and accountability aligned to
business and operations requirements which support the maintenance of a strong control environment. It has extended the
responsibilities of the Audit Committee to include the assessment of internal controls, through the Internal Audit function.
•
There is a clearly defined delegation of responsibilities to the Audit Committee and the management of operating units who
ensure that appropriate risk management and control procedures are in place. The Group’s management operates a risk
management framework that identifies the key risks by line of business and key functional activities.
•
There is a clearly defined framework for investment appraisal covering the acquisition or disposal of any business, application
of capital expenditure and approval on borrowing. Post implementation reviews are conducted and reported to the Board.
•
The annual plans and budgets are submitted to the Board for approval. The actual performances would be reviewed against
the targeted results on a quarterly basis allowing timely response and corrective action to be taken to mitigate risks.
•
Comprehensive management accounts and reports are prepared monthly for effective monitoring and decision-making.
•
Regular scheduled management meetings are held and attended by all Executive Directors and management to discuss and
report on operational performance, business strategy, key operating statistics, legal and regulatory matters of each business
unit where plans and targets are established for business planning and budgeting process.
•
The Critical Success Factors (CSF) Committee is established as part of the stewardship team to conduct study on various
business processes and functions to identify key elements that are vital to achieve company’s mission and goals.
•
Periodical internal audit has been carried out by an independent professional firm to oversee compliance with operating
procedures and corporate governances, to review of the business process and effectiveness of group’s internal control; and
to highlight significant risks and non-compliances impacting the group.
•
The Audit Committee reviews and holds meetings on internal audit issues identified by the internal auditors, and devises action
plan to rectify the weaknesses.
REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS
The external auditors have reviewed this Statement on Internal Control for the inclusion in the annual report for the financial year
ended 30 June 2009. The external auditors conducted the review in accordance with the “Recommended Practice Guide 5:
Guidance for Auditors on the Review of Directors’ Statement on Internal Control” (“RPG 5”) issued by the Malaysian Institute of
Accountants. The review has been conducted to assess whether the Statement on Internal Control is both supported by the
documentation prepared by or for the Directors and appropriately reflects the processes the Directors had adopted in reviewing the
adequacy and integrity of the system of internal controls for the Group. RPG 5 does not require the external auditors to consider
whether the Directors’ Statement on Internal Control covers all risks and controls, or to form an opinion on the effectiveness of
the Group’s risk and control procedures. RPG 5 also does not require the external auditors to consider whether the processes
described to deal with material internal control aspects of any significant matters disclosed in the annual report will, in fact, mitigate
the risks identified or remedy the potential problems.
Based on their review, the external auditors have reported to the Board that nothing had come to their attention that caused them
to believe that the Statement on Internal Control is inconsistent with their understanding of the process the Board has adopted in
the review of the adequacy and integrity of internal control of the Group.
Directors’ Responsibility Statement
The Directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for each financial year which give
a true and fair view of the state of affairs of the Group and of the Company and their results and cash flows for the financial year. As
required by the Act and the Listing Requirements of Bursa Malaysia Securities Berhad, the financial statements have been prepared
in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Act.
In preparing the financial statements for the financial year ended 30 June 2009, the Directors have:
•
•
•
•
selected suitable accounting policies and then applied them consistently;
made judgements and estimates that are reasonable and prudent;
ensured that applicable accounting standard have been followed, subject to any material departures disclosed and explained
in the financial statements;
prepare the financial statements on a going-concern basis.
The Directors are responsible for ensuring that the Group and the Company keep proper accounting records which disclose with
reasonable accuracy at any time the financial position of the Group and of the Company and to enable them to ensure that the
financial statements comply with the Act.
The Directors have a general responsibility for taking such steps that are reasonably available to them to safeguard the assets of
the Group and of the Company and to prevent and detect fraud and other irregularities.
37
38
Chairman’s Statement
(cont’d)
On behalf of the Board of Directors, I am pleased to present
the Annual Report and Audited Financial Statement of Bonia
Corporation Berhad and its Group of Companies for the
financial year ended 30 June 2009.
FINANCIAL PERFORMANCE
The Group achieved a revenue of RM314.9 million for the financial year 2009, a marginal growth of 5% as
compared to RM300.2 million for the corresponding financial year in 2008. The revenue growth was mainly
driven by the increase in domestic boutique sales during the financial year under review. Overseas sales
dropped marginally by 3% as compared to the same period last year due to the uncertainties in the global
economy. Nevertheless, the Group continues to embark on a process of upgrading its chain of boutiques
and the opening of new boutiques at strategic locations to boost its domestic sales.
The Group’s gross profit margin fell by 3% as compared to the previous financial year due to higher
customer discounts given during the sales period. The profit before tax decreased to RM29.5 million
from RM38.3 million in the previous year, due partly to an increase in operating costs such as advertising
expenses, boutiques’ rentals, staff costs, new store expansion and a one-time provision for impairment
loss amounting to RM3.0 million. The impairment loss arose from an investment in unquoted subordinated
bonds in relation to the RM30.0 million Term Loan or CLO (Collateralised Loan Obligation) Programme
taken by the Company in year 2004. The RM30.0 million Term Loan under the CLO Programme was
repaid earlier before the due date which resulted in an interest saving of RM0.2 million to the Group.
The sustained positive contribution in our financial performance has also resulted in a marked reduction
in the Group’s net gearing position, which fell from 35% at the end of June 2006 to a net cash position of
RM5.2 million as at 30 June 2009. This augurs well for the Group, providing it with a firm footing to expand
further and to weather any uncertainties in the near future.
ECONOMIC REVIEW
Malaysia was not spared the brunt of the global economic downturn towards the end of 2008. The
country’s GDP growth flirted close to negative territory in the fourth quarter of 2008 by registering only a
0.1% growth.
A sharper drop was recorded in the first quarter of 2009 with the economy contracting by 6.2%. This was
due largely to a considerable drop in external demand and exports as advanced countries grappled with a
deepening recession. Nevertheless, the country’s economy managed to contract at a slower pace of 3.9%
in the second quarter of 2009, underpinned by strengthening domestic demand.
Domestic demand contracted 2.8% and 2.9% in the fourth quarter of 2008 and the first quarter of 2009
respectively. However, the pace of contraction slowed to 2.3% in the second quarter of 2009 following an
expansion in public sector spending and private consumption. Private consumption recorded a positive
growth of 0.5% as stabilisation in labour market conditions and lower price levels provided further support
to consumer spending. Another factor was the positive impact of the Government’s RM67 billion stimulus
packages announced in November 2008 and March 2009 respectively.
Overall, the services sector grew by 1.6% during the second quarter of 2009, an improvement from the
marginal contraction of 0.2% recorded in the first quarter. Growth was mainly supported by the expansion in
the finance and insurance sectors, the turnaround in both wholesale and retail trade, and the real estate and
business services sub-sectors. The wholesale and retail trade sub-sector turned around to register a growth
of 0.4%, reflecting improved consumption activity.
39
40
(cont’d)
OPERATIONAL REVIEW
CORPORATE DEVELOPMENTS
Retailing
As part of the plan to rationalise the Group business structure
in China and Hong Kong, the Company had, on 23 December
2008 through its wholly-owned subsidiary company, Kin Sheng
Group Limited, acquired the entire interest in Guangzhou Jia
Li Bao Leather Fashion Co Ltd for a total cash consideration
of USD650,000 from Active World Pte Ltd, another whollyowned subsidiary of the Company. Subsequently, on 6 April
2009, the Company transferred its entire equity interest in
Kin Sheng International Trading Co Ltd to Kin Sheng Group
Limited for a total cash consideration of HKD10,000. With the
completion of the above, all operating subsidiaries in China
and Hong Kong are now grouped under Kin Sheng Group
Limited in Hong Kong.
The financial year ended 30 June 2009 was our most
challenging year in the overseas markets. We have
consolidated and reassessed our business strategies and
the use of our resources in countries like Indonesia, Thailand
and Hong Kong. For Indonesia, we have appointed a new
dealer to undertake the operations and marketing aspect of
the Indonesia market. In Thailand, we have divested our 49%
shareholding in BBA International Co Ltd to the existing major
shareholder, where they will continue to market our products
in the territory. In Hong Kong, we have also appointed
a dealer to undertake the distribution of our products in
department stores to reduce our operating costs and the
support needed. Nevertheless, we continue to operate
the Hong Kong International Airport boutiques in order to
continue our branding strategy in that territory.
To adapt to the difficult operating conditions, we have also,
during the financial year under review, introduced more
affordable and value-for-money brands and products in our
stable, namely the Valentino Rudy, CR2, and CR Xchange’s
carry wear and ladies footwear range. We foresee that with
the current retail slowdown and uncertainties, these categories
of more affordable products will be well acceptable by valueconscious consumers.
Since November 2008, the Group has also started
manufacturing bags and wallets at its plant in China under
wholly-owned subsidiary, Guangzhou Bonia Fashions
Co Limited, to cater for the domestic China market as
well as to export to Malaysia.
On the local front, we continue cautiously to
expand the number of point of sales to cater for
the generic growth required as we are of the
view that the home base still has capacity for
growth.
During the year under review, the Company’s wholly-owned
subsidiary company, Active World Pte Ltd incorporated
two wholly-owned subsidiary companies known as SCRL
Pte Ltd and SBLS Pte Ltd on 3 March 2009 and 16 March
2009 respectively. The intended principal activities of these
newly incorporated subsidiary companies, with an issued and
paid-up capital of SGD1 each, are wholesaling, retailing and
marketing of fashionable footwear, carry wear and accessories.
On 17 June 2009, the Company also incorporated a whollyowned subsidiary company in Malaysia known as SCARPA
41
42
(cont’d)
Marketing Sdn Bhd with an authorised and paid-up share
capital of RM100,000 and RM100 respectively. Its intended
principal activities are wholesaling, retailing and marketing of
fashionable footwear.
On this note and barring unforeseen circumstances, the Board
of Directors is of the view that the Group’s earnings will be
affected by the ongoing economic storm.
Dividend
On 4 May 2009, the Company acquired the remaining
100,000 ordinary shares of RM1 each representing 10% of
the equity interest in Banyan Sutera Sdn Bhd from the minority
shareholder, Mr Jonto Surnaso, for a total cash consideration
of RM1, making it a wholly-owned subsidiary of the Company.
Mcore Sdn Bhd, a 60% owned subsidiary of the Company,
had on 1 June 2009 acquired 150,000 ordinary shares or
30% of the equity interest in Apex Marble Sdn Bhd from Mrs
Siriwan Boonnamsap for a total cash consideration of RM1.
Subsequently, on 30 July 2009, Mcore Sdn Bhd acquired the
remaining 10% comprising 50,000 ordinary shares in Apex
Marble Sdn Bhd from Mr Lee Poh Seong for a total cash
consideration of RM1. Upon completion of these acquisitions,
Apex Marble Sdn Bhd has become a wholly-owned subsidiary
company of Mcore Sdn Bhd.
On 6 August 2009, the Company disposed of 24,500 ordinary
shares of THB100 each representing 49% of the equity
interest in BBA International Co Ltd, Thailand, an associate
company of the Company, to Miss Napa Chin-Isarayos and
Miss Yaowannooj Boonnamsap for a total cash consideration
of THB1,236,139.
FUTURE PROSPECTS
Against the backdrop of the uncertain economic outlook, the
Group’s prospects for the coming year are expected to be
challenging. In view of this situation, it is imperative for the
Group to strive for continuous improvement to further increase
operational efficiency whilst positioning our businesses and
brands for opportunistic growth and recognition.
The Board of Directors is pleased to recommend a first and
final dividend of 5% or 2.5 sen gross per share less income tax
of 25% and a special dividend of 3% or 1.5 sen per share less
income tax of 25% for the financial year ended 30 June 2009.
ACKNOWLEDGEMENTS
On behalf of the Board of Directors, I would like to record our
appreciation to Datuk Nik Hussain Bin Nik Ali who has resigned
as a director of the Board during the course of the year. His
service, experience and expertise were indeed highly valued
by the Board. We are also pleased to welcome Mr Chong Sai
Sin as our new independent and non-executive director of the
Board. I also wish to put on record my sincere thanks to my
fellow directors for their counsel and support.
I would like to express my utmost and sincere appreciation
and gratitude to the management and staff for their
conscientious efforts, commitment and dedication to achieve
where we are now.
We are also grateful to our valued customers, partners,
shareholders, business associates, government authorities
and financiers for their continued support and confidence in
the Group.
CHIANG SANG SEM
Group Executive Chairman
28 September 2009
43
44
Penyata Pengerusi
Bagi pihak lembaga pengarah, saya dengan sukacitanya membentangkan
Laporan Tahunan dan Penyata Kewangan Beraudit Bonia Corporation Berhad
dan Syarikat Kumpulan bagi tahun kewangan berakhir 30 Jun 2009.
PRESTASI KEWANGAN
Bagi tahun kewangan berakhir 2009, Kumpulan mencatat
perolehan sebanyak RM314.9 juta, iaitu peningkatan
margin sebanyak 5% berbanding RM300.2 juta pada tahun
kewangan 2008. Hasil jualan di luar negara menyusut sedikit
sebanyak 3% berbanding tempoh yang sama pada tahun
lalu berikutan keadaan ekonomi global yang tidak menentu.
Walaubagaimanapun,
Kumpulan
meneruskan
proses
menaikkan taraf rangkaian butik-butiknya dan membuka
butik-butik baru di lokasi strategik bagi meningkatkan hasil
jualan domestik.
Keuntungan margin kasar Kumpulan menyusut sebanyak 3%
berbanding tahun kewangan sebelumnya berikutan diskaundiskaun yang lebih tinggi diberikan kepada pelanggan sewaktu
tempoh jualan. Keuntungan sebelum cukai menurun daripada
RM38.3 juta kepada RM29.5 juta pada tahun sebelumnya,
sebahagiannya disebabkan oleh peningkatan dalam kos
operasi seperti perbelanjaan pengiklanan, penyewaan butikbutik, kos untuk pekerja, pembangunan setor-setor baru dan
satu kali peruntukan untuk kerugian sebanyak RM3.0 juta.
Kerugian ini disebabkan oleh pelaburan dalam bon-bon
subordinat yang tidak tersenarai yang berkaitan dengan
program Pinjaman Bertempoh atau CLO (Pinjaman Obligasi
Kolateral) berjumlah RM30 juta yang diambil oleh Syarikat
pada tahun 2004. Pinjaman Bertempoh RM30 juta dibawah
Program CLO tersebut telah dilangsaikan terdahulu sebelum
tamat tempoh dan ini telah menghasilkan faedah simpanan
sebanyak RM0.2 juta kepada Kumpulan.
Sumbangan positif yang berterusan kepada prestasi
kewangan kami telah menyumbang kepada penurunan yang
ketara dalam kedudukan gearing bersih Kumpulan, yang
turun dari 35% pada akhir bulan Jun 2006 ke kedudukan tunai
bersih sebanyak RM5.2 juta pada 30 Jun 2009. Ini merupakan
petanda baik bagi Kumpulan dimana ia akan menyediakan
landasan yang kukuh untuk terus berkembang dan berhadapan
dengan sebarang kemungkinan di masa depan.
LAPORAN EKONOMI
Malaysia tidak terkecuali dalam menghadapi kegawatan
ekonomi global menjelang akhir tahun 2008. Pertumbuhan
Keluaran Negara Kasar (KNK) menghampiri angka negatif
pada suku keempat tahun 2008 dengan mencatatkan hanya
0.1% pertumbuhan.
Penurunan yang tinggi dicatatkan pada suku pertama tahun
2009 yang menyaksikan ekonomi menguncup sebanyak 6.2%.
Ini terutamanya disebabkan oleh kejatuhan dalam permintaan
luar dan ekspot di mana negara-negara maju bergelut dengan
kemelesetan ekonomi yang meruncing. Walaubagaimanapun,
ekonomi negara telah menguncup pada kadar perlahan iaitu
sebanyak 3.9% pada suku kedua tahun 2009 yang disokong
oleh pengukuhan dalam permintaan domestik.
Permintaan domestik masing-masing turun sebanyak 2.8%
dan 2.9% pada suku keempat tahun 2008 dan suku pertama
tahun 2009. Namun, kadar penurunan menjadi perlahan ke
2.3% pada suku kedua tahun 2009 berikutan peningkatan
Penyata Pengerusi
(samb)
dalam perbelanjaan sektor awam dan penggunaan sektor
swasta. Penggunaan sektor swasta mencatat pertumbuhan
positif sebanyak 0.5% berikutan kestabilan dalam keadaan
pasaran kerja dan paras harga yang rendah dapat
menyokong perbelanjaan pengguna. Faktor lain adalah
kesan positif daripada pakej ransangan ekonomi oleh
Kerajaan sebanyak RM67 bilion yang diumumkan pada
November 2008 dan Mac 2009.
Secara keseluruhannya, sektor perkhidmatan
meningkat sebanyak 1.6% pada suku kedua
tahun 2009, bertambah baik dari penurunan
marginal sebanyak 0.2% yang dicatatkan pada
suku pertama. Pertumbuhan terutamanya
disokong oleh perkembangan dalam sektorsektor kewangan dan insuran, pemulihan
dalam sub-sektor jualan borong dan perniagaan runcit,
dan hartanah dan perkhidmatan perniagaan. Sub-sektor jualan
borong dan perniagaan runcit mencatatkan pertumbuhan
sebanyak 0.4%, mencerminkan pemulihan dalam aktiviti
penggunaan.
LAPORAN OPERASI
Peruncitan
Tahun kewangan berakhir 30 Jun 2009 merupakan tahun yang
paling mencabar bagi pasaran luar negara kami. Kami telah
menggabungkan dan menilai semula strategi perniagaan kami
dan menggunakan sumber-sumber kami di negara-negara
seperti Indonesia, Thailand dan Hong Kong. Di Indonesia,
kami telah melantik ejen baru untuk mengendalikan operasi
dan aspek pemasaran bagi pasaran Indonesia. Di Thailand,
kami telah menjual 49% pegangan di dalam BBA International
Co Ltd kepada pemegang saham terbesar sedia ada, yang
akan terus memasarkan produk-produk kami di wilayah
tersebut. Di Hong Kong, kami telah melantik ejen untuk
mengendalikan pengedaran produk-produk kami di gedunggedung perniagaan untuk mengurangkan kos operasi kami dan
sokongan yang diperlukan. Walaubagaimanapun, kami terus
menjalankan operasi butik-butik kami di Lapanganterbang
Antarabangsa Hong Kong bagi meneruskan strategi jenama
kami di wilayah tersebut.
Bagi menyesuaikan diri dengan keadaan yang sukar dalam
beroperasi, pada tahun kewangan yang ditinjau, kami telah
menyemak semula, memperkenalkan lebih banyak jenamajenama dan produk-produk yang mampu dibeli dan mempunyai
nilai tambah dalam rangkaian produk kami, iaitu beg-beg
dan kasut-kasut wanita jenama Valentino Rudy, CR2 dan
CR Xchange. Kami menjangka dalam keadaan pasaran runcit
yang perlahan dan tidak menentu, kategori-kategori produk
yang mampu dimiliki ini akan mendapat sambutan yang baik
daripada pelanggan-pelanggan kami yang mementingkan nilai.
Sejak November 2008, Kumpulan sudah memulakan
pengilangan beg-beg dan dompet-dompet di kilangnya di
China di bawah anak-syarikat milik penuh, Guangzhou Bonia
Fashions Co Limited, sebagai memenuhi permintaan pasaran
domestik China dan juga untuk ekspot ke Malaysia.
Bagi pasaran tempatan, kami tetap berhati-hati dalam
menambah bilangan premis-premis jualan kami sebagai
memenuhi pertumbuhan generik dalam permintaan kerana
kami berpendapat pasaran tempatan masih mampu
berkembang.
PERKEMBANGAN KORPORAT
Sebagai sebahagian daripada pelan merasionalisasi struktur
perniagaan Kumpulan di China dan Hong Kong, pada 23
Disember 2008, Syarikat melalui anak-syarikat milik penuh,
Kin Sheng Group Limited, membeli keseluruhan pegangan di
dalam Guangzhou Jia Li Bao Leather Fashion Co Ltd pada
jumlah pertimbangan tunai USD650,000 daripada Active
World Pte Ltd, satu lagi anak syarikat milik penuh Syarikat.
Kemudian pada 6 April 2009, Syarikat memindahkan
keseluruhan pegangan ekuitinya dalam Kin Sheng International
Trading Co Ltd kepada Kin Sheng Group Limited pada jumlah
pertimbangan tunai HK10,000. Dengan selesainya pelan di
atas, semua anak-anak syarikat yang beroperasi di China dan
Hong Kong sekarang akan di kumpulkan di bawah Kin Sheng
Group Limited di Hong Kong.
45
46
Penyata Pengerusi
(samb)
Pada tahun dalam tinjauan, anak syarikat milik penuh Syarikat,
Active World Pte Ltd menubuhkan dua buah anak syarikat milik
penuh yang dikenali sebagai SCRL Pte Ltd dan SBL Pte Ltd
masing-masing pada 3 Mac 2009 dan 16 Mac 2009. Aktivitiaktiviti utama yang dirancang untuk dua buah anak syarikat
yang baru ditubuhkan ini, dengan modal terbitan dan berbayar
sebanyak SGD1 setiap satu ialah jualan borong, jualan runcit
dan memasarkan kasut berjenama, beg-beg dan aksesori.
Pada 17 Jun 2009, Syarikat juga menubuhkan sebuah anak
syarikat milik penuh di Malaysia yang dikenali sebagai SCARPA
Marketing Sdn Bhd dengan modal yang dibenarkan dan
berbayar masing-masing sebanyak RM100,000 dan RM100.
Aktiviti-aktiviti utama yang dirancang ialah jualan borong,
jualan runcit dan memasarkan kasut berjenama.
Pada 4 Mei 2009, Syarikat membeli baki 100,000 saham biasa
bernilai RM1 setiap satu mewakili 10% faedah ekuiti dalam
Banyan Sutera Sdn Bhd daripada pemegang saham minoriti,
Mr Jonto Sunarso, pada jumlah pertimbangan tunai RM1, lalu
menjadikan ia sebuah anak syarikat milik penuh. Mcore Sdn
Bhd, yang dimiliki 60% oleh Syarikat, telah pada 1 Jun 2009,
membeli 150,000 saham biasa atau 30% faedah ekuiti dalam
Apex Marble Sdn Bhd daripada Mrs Siriwan Boonnamsap
pada jumlah pertimbangan tunai RM1. Kemudian, pada 30
Julai 2009, Mcore Sdn Bhd membeli baki 10% yang mewakili
50,000 saham biasa dalam Apex Marble Sdn Bhd daripada
Mr Lee Poh Seong pada pertimbangan tunai RM1. Dengan
selesainya pembelian tersebut, Apex Marble Sdn telah menjadi
sebuah anak syarikat milik penuh Mcore Sdn Bhd.
Pada 6 Ogos 2009, Syarikat melupuskan 24,500 saham biasa
berharga THB100 setiap satu yang mewakili 49% faedah
ekuiti dalam BBA International Co Ltd, Thailand, sebuah
syarikat bersekutu, kepada Miss Napa Chin-Isaravos dan
Miss Yaowannooi Boonnamsap pada jumlah pertimbangan
tunai THB1,236,139.
Dividen
Lembaga Pengarah dengan sukacitanya mengesyorkan
dividen pertama dan akhir kasar sebanyak 5% atau 2.5 sen
sesaham ditolak cukai pendapatan 25% dan dividen khas 3%
atau 1.5 sen sesaham ditolak cukai pendapatan 25% untuk
tahun kewangan berakhir 30 Jun 2009.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin merakamkan
perhargaan kepada Datuk Nik Hussain Bin Nik Ali yang telah
meletak jawatan sebagai pengarah pada tahun dalam tinjauan.
Perkhidmatan, pengalaman dan kemahiran beliau adalah amat
disanjung tinggi oleh Lembaga Pengarah. Kami juga mengalualukan kedatangan Mr Chong Sai Sin sebagai pengarah bebas
dan bukan eksekutif yang baru di dalam Lembaga Pengarah.
Saya juga ingin merakamkan ucapan terima kasih kepada
rakan-rakan saya di dalam Lembaga Pengarah di atas segala
sokongan dan nasihat mereka selama ini.
Saya juga ingin merakamkan setinggi-tinggi penghargaan
dan terima kasih kepada pihak pengurusan dan kakitangan di
atas segala usaha dan kerjasama, pengorbanan dan dedikasi
mereka dalam mencapai kejayaan yang kita kecapi hari ini.
Kami juga berterima kasih kepada pelanggan kami yang
dihargai, rakan-rakan kongsi, pemegang-pemegang saham,
sekutu-sekutu perniagaan, pihak berkuasa kerajaan dan
institusi-institusi kewangan di atas sokongan yang berterusan
dan kepercayaan mereka terhadap Kumpulan.
CHIANG SANG SEM
Pengerusi Eksekutif Kumpulan
28 September 2009
PROSPEK MASA DEPAN
Berlatarbelakangkan suasana ekonomi yang tidak menentu,
prospek Kumpulan pada tahun yang akan datang adalah
dijangka mencabar. Oleh yang demikian, adalah amat penting
bagi Kumpulan untuk terus berusaha memperbaiki dan
mempertingkatkan kecekapan operasi dalam mengukuhkan
kedudukan perniagaan dan jenama-jenamanya di pasaran bagi
mendapatkan peluang-peluang baru untuk terus berkembang
serta diiktiraf.
Oleh yang demikian, sekiranya tiada aral melintang, Lembaga
Pengarah berpendapat bahawa pendapatan Kumpulan akan
terjejas disebabkan oleh kegawatan ekonomi yang berterusan.
47
48
主席献词
本人谨代表全体董事提呈Bonia Corporation Berhad及集团截至2009
年6月30日的年度报告及经稽查财务报告。
财务表现
营运回顧
集团於2009财政年取得3亿1490万令吉的营收，较前一个财
政年的3亿零20万令吉增加5%，主要是本财政年国內专卖店
的销售额持续增长。另一方面，海外销售则因为全球经济不
明朗而比去年同期微跌3%。尽管如此，集团将持续提升其连
锁性专卖店，並在策略性地点开设新的门市以強化国內销售
业务。
零售
由於在大減价期间提供的折扣有所增加，集团本年度毛利率
较上一个财政年減少3%。税前盈利从3830万令吉退至2950
万令吉，部份是因为营运成本提高，这包括了广告开销、门
市租凭、员工成本、新店擴充以及一次过为数300万令吉的
折损。折损主要來自公司於2004年所採取的3000万令吉定期
借贷计划相关的非报价附属债券投资(CLO)。在CLO计划下的
3000万令吉定期借贷已於满期之前缴清，而这让集团得以节
省20万令吉的利息支出。
财务表现持续標青也使到集团净负债率显著下降，从2006年6
月杪的35%改善至2009年6月30日的520万令吉净现金状况。
这将有助鞏固集团的财务地位，俾以进行下一步擴充计划应
对近期可能出现的不明朗局面。
经济回顧
2008年接近尾声之际，马來西亚在全球经济不景气的冲击
下，于去年第4季国內生产总值几乎墜入负成长，僅取得0.1%
的微弱成长。
2009年首季经济一落千丈，国家经济萎缩6.2%，主要归咎
於先进国经济衰退进一步深化，导致国外需求与出口大幅下
挫。尽管如此，在內部需求回温的帶动下，国家经济於今年
第2季的萎缩幅度略为缓和至3.9%
国內需求於2008年末季及2009年首季分別下挫2.8%和2.9%。
不过在公共领域开销及私人消费上扬的刺激下，今年第2季的
萎缩幅度已收窄至2.3%。劳力市场趋稳及价格水平走低，导
致私人消费取得了0.5%的正数成长。另一个因素则是政府於
2008年11月及2009年3月所提出总数670亿令吉的振兴经济配
套所帶來的正面影响。
整体來说，服务业於2009年次季取得1.6%的成长，较之首季
所录得的0.2%微跌有所改善。成长主要來自金融和保险领域
的持续扩张、批发及零售业回暖，以及房地产与商业服务的成
长。批发与零售业取得0.4%成长，反映国內消费活动改善。
截至2009年6月30日的财政年是我们在海外市场面对最大挑战
的一年。我们已鞏固及重估我们的业务政策以及我们在印尼、
泰国和香港等地的资源利用。在印尼，我们已委派新的代理商
负责印尼市场的营运以及行销策略。在泰国，我们将所持的
49% BBA International Co Ltd股权脱售予现有的大股东，而他
们将在该国持续销售我们的产品。在香港，我们委派了一名代
理商负责在百货公司分销我们的产品，藉此減低公司的运作成
本以及对支援的需求。不过，我们将继续经营位於香港国际机
场的专卖店，以维护我们在香港的品牌策略。
此外，我们在本财政年度推出了更经济实惠的品牌和产品
线，包括Valentino Rudy、CR2和CR Xchange手袋以及女裝鞋
系列。有监於目前的零售业放缓与不明朗前景，我们可以预见
这些产品将能获得精打细算消费者的青睞。
自2008年11月以來，集团亦已开始在其独资子公司广州市波
妮雅皮革服饰有限公司位於中国的工厂生产手提袋及钱包，
以供应中国国內市场需求並出口至马來西亚。
本地市场方面，我们将持续增加国內的销售据点，因为我们
相信国內市场仍有成长的空间。
企业发展
作为集团在中国和香港业务结构计划合理化的一部份，公司已
於2008年12月23日通过旗下独资子公司Kin Sheng Group Limited
以65万美元代价，向另一家独资子公司Active World Pte Ltd全盘
收购广州市佳丽宝皮革服饰有限公司。接下來在2009年4月6
日，公司将Kin Sheng International Trading Co Ltd全部持股以1万
港元代价转移至Kin Sheng Group Limited名下。这么一來，所有
在中国和香港运作的附属公司将在香港Kin Sheng Group Limited
名下运作。
在本年度，公司独资子公司Active World Pte Ltd於2009年3月
3日和3月16日分別注册了两家独资子公司，即SCRL Pte Ltd
与SBLS Pte Ltd。这两家缴足资本各为1新元的新成立独资子
公司主要的业务为批发、零售及销售时尚手袋、皮鞋及饰
物。2009年6月17日，公司在马來西亚注册了一家授权及
缴足股票资本分別为10万及100令吉的独资子公司SCARPA
Marketing Sdn Bhd，其主要业务将为批发、零售及销售鞋类。
主席献词
(续)
2009年5月4日，公司以1令吉向小股东Mr Jonto Surnaso收购
Banyan Sutera Sdn Bhd 10万普通股，每股1令吉，相等於10%
股权。这么一來，Banyan Sutera既成为公司的独资子公司。公
司60%附属公司Mcore Sdn Bhd，亦於2009年6月1日以1令吉向
Mrs Siriwan Boonnamsap收购Apex Marble Sdn Bhd 15万普通
股，相等於公司30%股权。接下來，Mcore Sdn Bhd於2009年
7月30日以1令吉向Mr Lee Poh Seong收购Apex Marble Sdn Bhd
其余10%股权或5万普通股。经过这些收购行动之后，Apex
Marble Sdn Bhd已成为Mcore Sdn Bhd的独资子公司。
2009年 8月 6日，公司以 123万 6139泰铢脱售于泰国 BBA
International Co Ltd的2万4500普通股，每股100泰铢，相
等於公司49%股权，予Miss Napa Chin-Isarayos以及Miss
Yaowannooj Boonnamsap。
未來展望
股息
董事局欣然建议在截至2009年6月30日的财政年颁发一次过
5%股息或每股2.5仙再扣除25%所得税，以及3%特別股息或
每股1.5仙再扣除25%所得税。
致谢
本人谨代表董事局向今年內退出董事局的Datuk Nik Hussain
Bin Nik Ali致谢，其服务、经验及专长获得董事局的高度评
价。我们同时欢迎Mr Chong Sai Sin加入成为董事局新的独立
与非執行董事。对於其他董事们的宝贵意见与支持，本人谨
此表达万二分谢意。
我衷心感谢公司管理层及员工们的努力与付出，让公司能有
今天良好的成绩。
在经济前景不明朗笼罩下，集团在下來一年依然面对严峻挑
战。有监於此，集团须致力於持续改善营运效率並強化业务
及品牌定位，以取得稳健成长。
我们感激所有的顾客、合作夥伴、股东、商业夥伴、政府机
构以及金融公司所给予集团的持续支持与信心。
除非出现无可预见狀況，董事局认为集团营收将会受到金融
风暴的影响。
张送森
集团執行主席
2009年9月28日
49
50
Corporate Social Responsibility
The Group is committed to managing our business in a
socially responsible manner which is aligned with the group’s
business strategy.
Our position as one of the leaders in manufacturing and
distributing leather goods, apparel and accessories brings with it
many responsibilities. We recognise that it is equally important
to measure the impact of our activities on our customers,
employees, shareholders, communities and the environment.
In particular, we are committed to ensuring that The Group
engages with and makes a positive contribution to the local
communities.
We believe that a firm commitment to Corporate Social
Responsibility (CSR) activities forms the basis of good corporate
citizenry and promotes good corporate governance. As a
commitment to CSR, The Group has been involved in various
activities during the financial year.
THE WORKPLACE
THE COMMUNITY
The Group believes that people are the most important asset
in helping us attain our objectives. Our workforce is constantly
growing to meet the demands of our rapid progress. Therefore,
training programmes and specialised courses to upgrade
employee skill sets and competence are conducted regularly
in view of helping the workforce achieve their fullest potential.
Apart from organising in-house training activities, our employees
are encouraged to attend external courses sponsored by
the Group. The Group also promotes staff appreciation and
recognition efforts such as long service awards, annual dinners,
birthday celebrations, festive gatherings and family events. The
Group also provides its employees in the manufacturing division
with quality facilities and amenities. As at 30 June 2009, the
Group employee strength is 1,389, which is a 13% growth
compared to 1,234 employees in the last financial year.
The Group has made the following contributions to the
community:
•
•
•
Financial assistance to non-profitable organisations with
the purpose of providing aid and disaster relief to the
underprivileged;
Educational assistance consisting of subsidies and
donations to deserving students and schools;
Provided the means for social and sporting activities which
enrich the community and serve to promote family values
and national unity.
Corporate Social Responsibility
(cont’d)
THE MARKETPLACE
During the year under review, the Group made various monetary
donations to the following organizations:
•
•
•
•
•
•
•
•
•
•
•
•
•
Yayasan Harapan Kanak-Kanak Malaysia;
Persatuan Isteri-Isteri Wakil Rakyat Pahang (TERATAI);
Assunta Children Society (Charity Fund);
Lion-Parkson Foundation (Charity Show);
Pusat Hemodialisis Mawar, Gemas branch;
Persatuan Buddhist Malaysia Bahagian Kuala Lumpur/
Selangor;
Chempaka Welfare Home (Musical Charity Concert);
Persatuan SLE Malaysia;
Yayasan Latihan Insan Istimewa Ipoh;
Malaysia Mental Health Association;
The International Nature Loving Association;
Tabung Pembinaan Tokong Sam Wei Keong Melaka; and
Parent-Teacher Associations of several schools.
The Group has built a reputation as a manufacturer and
distributor of quality products and customer services. In view
of our commitment to providing only the best to our customers,
quality remains the main emphasis of all our production and
management systems, and stringent control systems are
carried out right from the initial raw material stage to the final
stage before finished goods are delivered.
THE ENVIRONMENT
The Group believes it has a part to play in contributing towards
a greener environment, no matter how small each step may
be. Through various efforts, the Group has implemented key
measures such as maintaining air-conditioning on a need-touse basis, switching off non-essential lighting and equipment
during non-operating hours, initiatives among staff to create
awareness towards the recycling of waste materials, and
continuous improvements in our manufacturing process.
51
52
Five-Year Group Financial Highlights
Revenue
Profit before Tax
Profit after Tax and Minority Interests
246,346
300,189
314,891
14,376
21,494
37,112
38,334
29,515
8,095
13,831
28,203
27,948
20,607
RM’000
221,372
RM’000
192,037
RM’000
05
06
07
08
09
05
06
07
08
09
05
06
07
08
09
Total Shareholders’ Equity
Net Basic EPS
RM’000
Gross Dividend
90,075
136,734
164,095
177,477
6.6
10.6
16.0
14.1
10.2
10.0
10.0
6.0
10.0
8.0
%
76,328
Sen
05
06
07
08
09
05
06
07
08
09
05
06
07
08
09
30 June 2005
30 June 2006
30 June 2007
30 June 2008
30 June 2009
192,037 221,372
246,346 300,189
314,891
14,376 21,494 37,112
38,334
29,515
Profit after Tax and 8,095 13,831 28,203
27,948
Minority Interests (RM’000)
20,607
Revenue (RM’000)
Profit before Tax (RM’000)
Total Shareholders’ Equity (RM’000) Net Basic EPS (sen) *
Gross Dividend (%)
76,328 6.6 10.0 90,075 10.6 10.0 136,734
16.0
6.0
164,095
14.1
10.0
177,477
10.2
8.0
* Comparitive EPS has been restated to take into account the effect of the bonus issue and subdivision of ordinary share of RM1.00 each into
RM0.50 each on 23 April 2007.
53
54
Event Highlights
Bonia 8th Challenge Trophy Golf
Tournament
On 19th November 2008, Bonia held the
8th Challenge Trophy golf tournament at the
Mines Resort and Golf Club. The objective
of this tournament was to bring friends and
business partners of Bonia Corporation
Berhad together to participate in a fun and
healthy competition.
The tournament received an overwhelming
response from many participants, which
included dealers, suppliers, and shopping
mall operators.
BONIA Grand Product Exhibition 08
– Cool Blues Meet Sultry Browns
BONIA debuted its 2009 collection themed ‘Cool Blues Meet Sultry
Browns’ in a star-studded gala event at the Pavilion Kuala Lumpur
in November, 2008. Inspired by the juxtaposition of the seven seas
against the dunes of the desert - the collection featured over 100
new designs which were showcased by International Superstar Kelly
Chen from Hong Kong, Ming Dao & Bianca Bai Xin Hui from Taiwan,
as well as local celebrities Noryn Aziz, Adi Putra and Rynn Lim. The
Cool Blues Meet Sultry Browns collection featured BONIA’s signature
standards of quality in craftsmanship, with products made from the
finest leathers and materials, including enhanced textures such as
the croco-embossed collection and the ever-elegant Cristallo range of
ladies’ footwear adorned with genuine Swarovski crystals.
Singapore Prestige Brand Award – BONIA, Heritage Brand Winner
Sembonia, the gold sponsor of Miss Tourism International 08
BONIA proudly received the Heritage Brand award at the annual
Singapore Prestige Brand Awards 2008 (SPBA). The award was a tribute
by the SPBA to time-honoured home-grown brands that have embraced
exceptional brand practices over a period exceeding 30 years.
In December 2008, SEMBONIA played host to the Miss Tourism
International Pageant 2008 at an event themed, ‘The Glitzy Evening’
at MidValley Megamall, where pageant finalists modelled some of
SEMBONIA’s finest products under the various fashion parades covering
Casual wear Executive wear, and Black Cocktail outfits.
With the increasing number of home-grown brands becoming
established household names, achieving this esteemed mark of success
is certainly a significant milestone for BONIA and one that endorses the
efforts of the brand in the last 34 years.
Jointly organised by the Association of Small and Medium Enterprises
and Lianhe Zaobao, the Singapore Prestige Brand Award (SPBA)
recognises and honours brands that have developed and managed
their brands effectively through various branding initiatives.
As a Gold Sponsor, SEMBONIA also sponsored a prize under the special
title, “Miss Gorgeous”. Sponsorship of this pageant was one of the
many social activities under Sembonia’s brand-building programme.
Event Highlights
(cont’d)
Travel in style – BONIA launches “Lusso Premio” collection
In the first quarter of 2009, BONIA launched ‘Lusso Premio’, a
collection of high-end travel products for the savvy traveller, combining
elegant style with innovative functionality. Apart from the distinctive
BONIA monogramme, the collection is manufactured with the latest in
technology, paying particular attention to quality and durability.
With a tough Acrylonitrile Butadiene Styrene (ABS) exterior, renowned
for its strength, rigidity, lightness and resistance to harsh weather and
heat, the frequent traveller will enjoy peace of mind, and confidence in
the durability of the Lusso Premio range.
The ‘Lusso Premio’ collection features three different monogramme
options: Marchio Nero, the bold monogramme in black; Marchio
Equestre, with equestrian-inspired motifs in white and graphite; and
Marchio Classico, the classic BONIA monogramme in sable and ebony.
Available in two sizes (20” and 25”), and weighing 4.2kg and 5.5kg
respectively, the ‘Lusso Premio’ range of bags are mounted on
wheels, and come with a retractable handle for an easy pull. All
bags are also equipped with a 3-digit combination lock and key.
The ‘Lusso Premio’ collection is available at all BONIA boutiques
throughout the country.
Donation to Malaysia Ladies Amateur Open Championship 09
The Group was proud to support the 26th Malaysian Ladies Amateur
Open Championship 2009, which was held at the Mines Resort &
Golf Club from August 4th to 6th, 2009.
The Open Championship was organized by the Malaysian Ladies
Golf Association (MALGA), an organization catering to the interest
of women’s golf in Malaysia and fronted by YAM Tunku Puteri Tunku
Dato’ Seri Jawahir bt Almarhum Tuanku Ja’afar.
Bonia Corporation Berhad donated RM50,000 to MALGA, which will
help in developing ladies’ golf in the country, in particular organizing
more amateur and professional ladies tournaments, whilst promoting
representative matches against other nations in the efforts to raise the
competitiveness of Malaysian ladies golf players.
New Bonia boutique in Kuala Lumpur International Airport
(KLIA)
In May 2009, Bonia Corporation Berhad launched a new BONIA travel
retail outlet in the satellite building of the Kuala Lumpur International
Airport (KLIA). The 1,281 square-foot boutique is the largest BONIA
Duty-Free outlet to date, and features handbags, small leather goods,
men’s and women’s footwear, as well as men’s apparel. This also
marks the second BONIA outlet in KLIA, and the sixth in Asia.
The latest BONIA boutique features the high-end range of product
offerings from the brand, including the Cool Blues Meet Sultry
Browns 2009 Collection, launched in November 2008. BONIA
travel retail outlets are currently located at major airports in the
region including the Kuala Lumpur International Airport, Hong Kong
International Airport, Changi International Airport in Singapore, Kota
Kinabalu International Airport in East Malaysia, and the Sultan Ismail
International Airport in Senai.
55
56
Event Highlights
(cont’d)
Sembonia new boutique at KLIA Satellite building
In August 2009, the Group launched a new SEMBONIA boutique
at the Kuala Lumpur International Airport (KLIA) Satellite Building.
The boutique, measuring at 530 square-foot, is the second outlet
to be opened in the airport and is part of KLIA’s revamp of the
Satellite Building.
In addition to the newly launched boutique, Sembonia outlets
are also located at the Low Cost-Carrier Terminal (LCCT), MidValley KL, Pavilion KL, Berjaya Times Square, BB Plaza, Alamanda
Shopping Centre, Mahkota Parade Melaka, City Square Johor
Bahru, Gurney Plaza, Complex Jetty Point Langkawi and East
Coast Mall Kuantan.
BONIA launches charity initiative in
conjunction with the opening of their
largest boutique in Malaysia
On 29th August 2009, the Group launched a
charity initiative in conjunction with the grand
opening of their latest and largest BONIA
boutique in KL Sogo Shopping Centre.
The charity initiative saw Bonia Corporation
Berhad collaborating with Sogo (KL) Sdn Bhd
(KL Sogo) to donate RM100,000 to Yayasan
Harapan Kanak-Kanak Malaysia (Malaysian
Children Hope Foundation), a foundation
focusing on the welfare and development of
orphan children, whose patron is Malaysia’s
First Lady, Yang Amat Berbahagia Datin
Paduka Seri Dr Rosmah Mansor.
At the launch event, the Group also
announced the appointment of their charity
initiative ambassador, Malaysian celebrity and
new mother, Erra Fazira, who presented the
cheque to Yayasan Harapan Kanak-Kanak
Malaysia representatives, YBhg Datuk Atikah
Adom and YBhg Dato’ V. Sivaparanjothi,
who are both members of the Foundation’s
advisory board. Bonia Corporation Berhad
and KL Sogo equally contributed RM50,000
each to the foundation.
The grand opening and launch event was attended by BONIA top spenders, who were treated
to a fashion show featuring BONIA’s latest Cool Blues Meet Sultry Browns collection. A highlight
of the event was an exclusive cross by Suria FM Wheels crew, where guests and public alike
went home with exciting BONIA goodie bags and had the chance to meet BONIA’s Charity
Initiative Ambassador, Erra Fazira.
The newest BONIA boutique is the 26th located in Malaysia, and the biggest with 4900 sq ft.
Family Day Sale in Kuantan with Ramadhan contribution to
TERATAI
On 8th September 2009, the Group launched the BONIA Family
Day Sale in Kuantan’s East Coast Mall. In keeping with the month of
Ramadhan, a donation was presented to the Persatuan Isteri-Isteri
Wakil Rakyat Pahang (TERATAI).
On hand to receive the cheque which amounted to RM20,000, was
the event’s Guest of Honour, YA Bhg Datin Seri Junaini Kassim, wife
of Pahang’s Chief Minister Datuk Seri Adnan Yaakob who is a patron
of TERATAI.
BONIA Family Day Sale was held from 8-19 September, with fabulous
offered on handbags, shoes, menswear as well as other leather
accessories.
Financial Statements
directors’ report
statement by directors
statutory declaration
independent auditors’ report
balance sheets
income statements
statements of changes in equity
cash flow statements
notes to the financial statements
58
62
62
63
65
67
68
70
72
57
58
Directors’ Report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for
the financial year ended 30 June 2009.
PRINCIPAL ACTIVITIES
The Company is principally an investment holding and management company. The principal activities of the subsidiaries are set out
in Note 11 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Profit for the financial year attributable to:
Equity holders of the Company
Minority interests
Group
RM’000
Company
RM’000
20,607
455
3,793
-
21,062
3,793
DIVIDENDS
Since the end of the previous financial year, a first and final dividend of 5% or 2.5 sen per share, less tax of 25%, and a special
dividend of 5% or 2.5 sen per share, less tax of 25%, amounting to RM3,779,472 each respectively in respect of the financial year
ended 30 June 2008 were paid on 2 January 2009.
The Directors propose a first and final dividend of 5% or 2.5 sen per share, less tax of 25%, amounting to RM3,779,472 and a
special dividend of 3% or 1.5 sen per share, less tax of 25%, amounting to RM2,267,683 in respect of the financial year ended 30
June 2009, subject to the approval of members at the forthcoming Annual General Meeting.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial
statements.
OPTIONS GRANTED OVER UNISSUED SHARES
No options were granted to any person to take up unissued shares of the Company during the financial year.
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any new shares or debentures during the financial year.
DIRECTORS
The Directors who have held for office since the date of the last report are:
Chiang Sang Sem (Group Executive Chairman cum Chief Executive Officer)
Chiang Fong Yee (Alternate Director to Mr Chiang Sang Sem)
Chiang Heng Kieng (Group Managing Director)
Chiang Sang Bon (Group Executive Director)
Directors’ Report
(cont’d)
DIRECTORS (cont’d)
Chiang Fong Tat (Group Executive Director)
Chong Chin Look (Group Finance Director)
Datuk Ng Peng Hong @ Ng Peng Hay (Independent Non-Executive Director)
Dato’ Shahbudin Bin Imam Mohamad (Non-Independent Non-Executive Director)
Lim Fong Boon (Independent Non-Executive Director)
Chong Sai Sin (Independent Non-Executive Director) (appointed on 30 January 2009)
Datuk Nik Hussain Bin Nik Ali (Independent Non-Executive Director) (resigned on 30 January 2009)
DIRECTORS’ INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares of the Company and
of its related corporations during the financial year ended 30 June 2009, as recorded in the Register of Directors’ Shareholdings
kept by the Company under Section 134 of the Companies Act, 1965, were as follows:
Shares in the Company
Direct interests
Chiang Sang Sem
Chiang Fong Yee
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Indirect interests
Chiang Sang Sem
Chiang Fong Yee
Chiang Heng Kieng
Chiang Sang Bon
Chiang Fong Tat
Number of ordinary shares of RM0.50 each
Balance Balance
as at
as at
1.7.2008
Bought
Sold
30.6.2009
2,367,000
856,300
305,000
615,000
599,000
-
-
-
-
-
-
-
-
(115,000)
-
2,367,000
856,300
305,000
500,000
599,000
60,909,226
10,000
69,000
59,000
35,000
1,200,000
-
-
-
-
-
-
-
-
(10,000)
62,109,226
10,000
69,000
59,000
25,000
By virtue of his interest in the ordinary shares of the Company, Chiang Sang Sem is also deemed to be interested in ordinary shares
of all the subsidiaries to the extent the Company has an interest.
None of the other Directors holding office at the end of the financial year held any interest in ordinary shares of the Company or of
its related corporations during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other
than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as disclosed 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 except for any benefit
which may be deemed to have derived by virtue of the remuneration received and receivable by certain Directors from the related
corporations in their capacity as Directors of those related corporations.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the object of
enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or
any other body corporate.
59
60
Directors’ Report
(cont’d)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY
(I) AS AT THE END OF THE FINANCIAL YEAR
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took
reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision
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; and
(ii) to ensure that any current assets other than debts, which were unlikely to realise their book values in the ordinary
course of business had been written down to their estimated realisable values.
(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have
not been substantially affected by any item, transaction or event of a material and unusual nature except for:
(i) the effects arising from the impairment on investments in subsidiaries resulting in a decrease in the Company’s profit
for the financial year by RM5,700,000 as disclosed in Note 11 to the financial statements; and
(ii) the effects arising from the impairment on investment in subordinated bonds resulting in a decrease in the Group’s
and Company’s profit for the financial year by RM3,000,000 as disclosed in Note 13 to the financial statements.
(II) FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(c) The Directors are not aware of any circumstances:
(i) which would render the amounts written off for bad debts or the amount of the provision for doubtful debts in the
financial statements of the Group and of the Company inadequate to any material extent; and
(ii) which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; and
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the
Group and of the Company misleading or inappropriate.
(d) In the opinion of the Directors:
(i) there has not arisen 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; and
(ii) no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of twelve
months after the end of the financial year, which will or may affect the ability of the Group or of the Company to meet
their obligations as and when they fall due.
(III) AS AT THE DATE OF THIS REPORT
(e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial year
to secure the liabilities of any other person.
(f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial year.
(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements which
would render any amount stated in the financial statements of the Group and of the Company misleading.
Directors’ Report
(cont’d)
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(a) On 21 July 2008, Kin Sheng Group Limited (“KSG”), a wholly-owned subsidiary of the Company, had incorporated a whollyowned subsidiary in China, which is known as Guangzhou Bonia Fashions Co Ltd.
(b) On 23 December 2008, KSG had acquired the entire 100% equity interest in Guangzhou Jia Li Bao Leather Fashion Co Ltd
for a total cash consideration of USD650,000 from Active World Pte Ltd, another wholly-owned subsidiary of the Company.
(c) On 3 March 2009, Active World Pte Ltd, a wholly-owned subsidiary of the Company, had incorporated a wholly-owned
subsidiary in Singapore which is known as SCRL Pte Ltd.
(d) On 16 March 2009, Active World Pte Ltd, a wholly-owned subsidiary of the Company, had incorporated a wholly-owned
subsidiary in Singapore which is known as SBLS Pte Ltd.
(e) On 6 April 2009, the Company had transferred its entire 100% equity interest in Kin Sheng International Trading Co Ltd to KSG
for a total cash consideration of HKD10,000.
(f) On 4 May 2009, the Company had acquired 100,000 ordinary shares of RM1.00 each representing 10% equity interest in
Banyan Sutera Sdn Bhd (“BSSB”) from a minority shareholder, for a total cash consideration of RM1.00 only. Subsequent to
the acquisition, the Company is now holding 100% equity interest in BSSB.
(g) On 1 June 2009, Mcore Sdn Bhd, a 60% owned subsidiary of the Company, had acquired 150,000 ordinary shares of
RM1.00 each representing 30% equity interest in Apex Marble Sdn Bhd (“AMSB”) from a minority shareholder, for a total cash
consideration of RM1.00 only. Subsequent to the acquisition, Mcore Sdn Bhd is now holding 90% equity interest in AMSB.
(h) On 17 June 2009, the Company had incorporated a wholly-owned subsidiary in Malaysia which is known as SCARPA Marketing
Sdn Bhd.
SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
(a) On 30 July 2009, Mcore Sdn Bhd, a 60% owned subsidiary of the Company, had acquired additional 50,000 ordinary
shares of RM1.00 each representing 10% equity interest in Apex Marble Sdn Bhd (“AMSB”) from a minority shareholder, for
a total cash consideration of RM1.00 only. Subsequent to the acquisition, AMSB becomes a wholly-owned subsidiary of
Mcore Sdn Bhd.
(b) On 6 August 2009, the Company disposed off 24,500 ordinary shares of THB100 each representing 49% equity interest in
BBA International Co Ltd, an associate of the Company, for a total cash consideration of THB1,236,139 only.
AUDITORS
The auditors, BDO Binder, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the Directors.
…................................................
Chiang Sang Sem
cum Chief Executive Officer
Kuala Lumpur
28 September 2009
…................................................
Chiang Heng Kieng
61
62
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 65 to 130 have been drawn up in accordance with
applicable approved Financial Reporting Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true
and fair view of the state of affairs of the Group and of the Company as at 30 June 2009 and of the results of the operations of the
Group and of the Company and of the cash flows of the Group and of the Company for the financial year then ended.
On behalf of the Board,
.....................................................
Chiang Sang Sem
cum Chief Executive Officer
.....................................................
Chiang Heng Kieng
Kuala Lumpur
28 September 2009
STATUTORY DECLARATION
I, Chong Chin Look, being the Group Finance Director primarily responsible for the financial management of Bonia Corporation
Berhad, do solemnly and sincerely declare that the financial statements set out on pages 65 to 130 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 by the abovenamed at
Kuala Lumpur this
28 September 2009
Before me:
S. IDERAJU (No. W451)
Commissioner for Oaths
Kuala Lumpur
)
)
)
)
Chong Chin Look
INDEPENDENT AUDITORS’ REPORT
to the members of Bonia Corporation Berhad
Report on the Financial Statements
We have audited the financial statements of Bonia Corporation Berhad, which comprise the balance sheets as at 30 June 2009
of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of
the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other
explanatory notes, as set out on pages 65 to 130.
Directors’ Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance
with applicable approved Financial Reporting Standards in Malaysia and the provisions of the Companies Act, 1965. This
responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the
Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with applicable approved Financial Reporting
Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state of affairs of the
Group and of the Company as at 30 June 2009 and of the results of the operations of the Group and of the Company and of the
cash flows of the Group and of the Company for the financial year then ended.
63
64
INDEPENDENT AUDITORS’ REPORT
to the members of Bonia Corporation Berhad (cont’d)
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act, 1965, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as
auditors, which are indicated in Note 11 to the financial statements.
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial
statements are in form and content appropriate and proper for the purpose of the preparation of the financial statements of the
Group and we have received satisfactory information and explanations required by us for those purposes.
(d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment
made under Section 174(3) of the Act.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965
and for no other purpose. We do not assume responsibility to any other person for the content of this report.
BDO Binder
AF: 0206
Chartered Accountants
Kuala Lumpur
28 September 2009
Hiew Kim Loong
2858/08/10 (J)
Partner
Balance Sheets
as at 30 June 2009
Group
Note
ASSETS
Non-current assets
Property, plant and equipment
7
Investment properties
8
Prepaid lease payments for land
9
Intangible assets
10
Investments in subsidiaries
11
Investments in associates
12
Other investments
13
Deferred tax assets
14
Current assets
Inventories
15
Trade and other receivables
16
Current tax assets
Other investments
13
Cash and cash equivalents
17
Non-current asset classified as held for sale
18
TOTAL ASSETS
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
69,309
12,127
219
4,878
-
73
596
1,361
56,860
9,857
606
4,878
-
225
590
1,530
18,310
-
-
-
64,246
236
-
-
18,047
55,438
236
-
88,563
74,546
82,792
73,721
60,685
48,821
2,555
-
44,138
58,623
54,684
2,119
3,000
67,997
-
29,919
1,177
-
64
43,893
1,290
3,000
25,222
156,199
-
186,423
4,400
31,160
-
73,405
-
156,199
190,823
31,160
73,405
244,762
265,369
113,952
147,126
65
66
Balance Sheets
as at 30 June 2009 (cont’d)
Group
Note
2009
RM’000
EQUITY AND LIABILITIES
Equity attributable to equity holders
of the Company
Share capital
19
100,786
Reserves
20
76,691
177,477
Minority interests
3,072
TOTAL EQUITY
180,549
LIABILITIES
Non-current liabilities
Borrowings
21
15,576
Deferred tax liabilities
14
235
15,811
Current liabilities
Trade and other payables
24
22,964
Borrowings
21
23,375
Current tax payables
2,063
48,402
TOTAL LIABILITIES
64,213
TOTAL EQUITY AND LIABILITIES
244,762
2008
RM’000
Company
2009
2008
RM’000
RM’000
100,786
63,309
100,786
10,879
100,786
14,644
164,095
2,693
111,665
-
115,430
-
166,788
111,665
115,430
8,283
316
398
24
696
9
8,599
422
705
27,676
58,886
3,420
1,499
366
-
648
30,343
-
89,982
1,865
30,991
98,581
2,287
31,696
265,369
113,952
147,126
The accompanying notes form an integral part of the financial statements.
INCOME STATEMENTS
for the financial year ended 30 June 2009
Group
Note
Revenue
27
Cost of sales
28
Gross profit
Other operating income
Selling and distribution expenses
General and administrative expenses
Finance costs
29
Share of (loss)/profit of associates
Profit before tax
30
Tax expense
31
Profit for the financial year
Attributable to:
Equity holders of the Company
Minority interests
Basic earnings per ordinary share
attributable to equity holders
of the Company (sen) 32
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
314,891
(135,763)
300,189
(120,427)
22,134
-
36,047
-
179,128
6,268
(87,235)
(63,244)
(5,250)
(152)
179,762
4,038
(85,191)
(55,263)
(5,051)
39
22,134
2,888
-
(15,373)
(1,999)
-
36,047
1,882
(13,101)
(2,426)
-
29,515
(8,453)
38,334
(10,111)
7,650
(3,857)
22,402
(8,281)
21,062
28,223
3,793
14,121
20,607
455
27,948
275
3,793
-
14,121
-
21,062
28,223
3,793
14,121
10.22
14.10
67
68
STATEMENTS OF CHANGES IN EQUITY
Attributable to equity holders of the Group
Non-distributable
Exchange
Distributable
Share
Share
translation Other
Retained
capital premium
reserve reserves earnings Total
GROUP
Note RM’000 RM’000
RM’000
RM’000
RM’000 RM’000
Balance as at 30 June 2007 97,922
285
1,347
195
36,985 136,734
Foreign currency translation
gains -
-
882
-
-
882
Gain recognised directly in
equity Profit for the financial year
Total recognised income and expenses for the
financial year
Issue of ordinary shares pursuant to the exercise of
Warrants 19
Transfer upon expiry of
Warrants’ exercise period
Dividends
33
Minority Total
interests equity
RM’000 RM’000
2,440 139,174
-
882
-
-
-
-
882
-
-
-
-
27,948
882
27,948
-
275
882
28,223
-
-
882
-
27,948
28,830
275
29,105
2,864
191
-
(191)
-
2,864
-
2,864
-
-
-
-
-
-
(4)
-
4
(4,333)
-
(4,333)
-
(22)
(4,355)
476
2,229
-
60,604
164,095
-
333
-
-
333
-
333
-
-
333
-
-
-
-
20,607
333
20,607
-
455
333
21,062
-
333
-
20,607
20,940
455
21,395
-
-
-
-
-
-
-
(7,558)
-
(7,558)
(53)
(23)
(53)
(7,581)
476
2,562
-
73,653
177,477
Foreign currency translation
gains -
Gain recognised directly in
equity -
-
Total recognised income and expenses for the
financial year
-
Additional acquisition of shares from a minority shareholder
-
Dividends
33
-
2,693 166,788
3,072 180,549
STATEMENTS OF CHANGES IN EQUITY
for the financial year ended 30 June 2009 (cont’d)
Note
COMPANY
Balance as at 30 June 2007
Issue of shares pursuant to the exercise of
Warrants
19
Transfer upon expiry of Warrants’ exercise
period Profit for the financial year
Dividends
33
Dividends
33
Share
capital
RM’000
Non-distributable
Distributable
Share
Other
Retained
premium
reserves
earnings RM’000
RM’000
RM’000
Total
RM’000
97,922
285
195
4,376
102,778
2,864
191
(191)
-
2,864
-
-
(4)
4
-
-
-
-
14,121
14,121
-
-
-
(4,333)
(4,333)
100,786
476
-
14,168
115,430
-
-
-
3,793
3,793
-
-
-
(7,558)
(7,558)
100,786
476
-
10,403
111,665
69
70
CASH FLOW STATEMENTS
Group
Note
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
Adjustments for:
Allowance for doubtful debts
Allowance for doubtful debts no longer required
Amortisation of prepaid lease payments for land
9
Amortisation of trademarks
10
Bad debts written off
Depreciation of property, plant and equipment 7
Dividend income
Fair value adjustments on investment properties 8
Gain on disposal of prepaid lease payments for land Gain on disposal of property, plant and equipment
Impairment loss on investments in subsidiaries
Impairment loss on subordinated bonds
13
Interest expense
29
Interest income
Inventories written off
15
Loss on disposal of a subsidiary
Profit received from fund trust accounts
Property, plant and equipment written off
7
Reversal of impairment loss on prepaid
lease payments for land
9
Reversal of impairment loss on property,
plant and equipment
7
Share of loss/(profit) of an associate
Unrealised (gain)/loss on foreign currency translations
Operating profit/(loss) before changes in
working capital Increase in inventories
Decrease in trade and other receivables (Decrease)/Increase in trade and other payables
Cash generated from/(used in) operations
Tax paid
Tax refunded
Net cash from/(used in) operating activities
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
29,515
38,334
7,650
22,402
153
(180)
7
-
6
12,958
-
(184)
(59)
(282)
-
3,000
3,830
(366)
187
-
(837)
300
1,786
-
7
2
-
10,418
-
(526)
-
(489)
-
-
3,923
(303)
265
-
(774)
571
2
(1,172)
-
-
-
1,066
(20,045)
-
-
-
5,700
3,000
1,977
(452)
-
3
(443)
-
9,227
816
(33,825)
2,416
(1,452)
(430)
-
-
(4)
-
-
(41)
152
(103)
(61)
(39)
305
-
-
(720)
112
48,056
53,415
(3,434)
(734)
(2,105)
6,212
(4,382)
(23,616)
1,588
6,503
-
138
574
164
83
47,781
37,890
(2,722)
(487)
(12,390)
2,232
(14,887)
1,933
1,283
-
1,402
-
37,623
24,936
(1,439)
915
CASH FLOW STATEMENTS
Group
Note
2009
RM’000
2008
RM’000
CASH FLOWS FROM INVESTING ACTIVITIES
Interest received
366
303
Dividend received
-
-
(Decrease)/Increase in fixed deposits pledged
to licensed banks
(31)
272
Acquisition of additional shares in subsidiaries
-
-
Additional acquisition of share from a minority
shareholder
(53)
-
Proceed from disposal of a subsidiary
-
-
Proceed from disposal of non-current asset
classified as held for sale 3,960
-
Proceeds from disposal of prepaid lease payments for land 439
-
Proceeds from disposal of property, plant
and equipment
990
1,582
Profit received from trust fund accounts
837
774
Purchase of investment properties
8
(2,086)
(1,373)
Purchase of property, plant and equipment
7(a)
(17,162)
(19,557)
Payment for trademarks
-
(4)
Repayments from/(Advances to) subsidiaries
-
-
Advances to an associate
(2)
(2)
Net cash (used in)/from investing activities
(12,742)
(18,005)
CASH FLOWS FROM FINANCING ACTIVITIES
Interest paid
(3,830)
(3,923)
(Repayments to)/Advances from subsidiaries
-
-
Dividends paid to shareholders
(7,558)
(4,333)
Dividends paid to minority shareholders
(23)
(22)
Drawdowns of term loans
114
-
Proceeds from issue of shares pursuant
to exercise of Warrants
19
-
2,864
Repayments of hire-purchase and lease creditors (966)
(793)
Repayments of term loans
(30,939)
(396)
Net financing/(repayments) of trust receipts
178
(1,273)
Net (repayments)/financing of bankers’ acceptances (7,113)
2,552
Net cash used in financing activities
(50,137)
(5,324)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS
(25,256)
1,607
EFFECT OF EXCHANGE RATE CHANGES
(45)
534
CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR
64,642
62,501
CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR
17(e)
39,341
64,642
Company
2009
2008
RM’000
RM’000
452
15,034
1,452
25,031
-
-
(3,400)
-
5
-
-
-
-
-
-
443
-
(1,129)
-
1,288
(2)
430
(291)
(13,368)
(2)
16,091
9,852
(1,977)
-
(7,558)
-
-
(2,416)
(7,634)
(4,333)
-
-
(285)
(30,000)
-
-
2,864
(194)
-
(39,820)
(11,713)
(25,168)
(946)
-
-
25,164
26,110
(4)
25,164
71
72
1. CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of
Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Level 18, The Gardens, North Tower, Mid Valley City, Lingkaran Syed
Putra, 59200 Kuala Lumpur.
The principal place of business of the Company is located at No. 62, Jalan Kilang Midah, Taman Midah, Cheras, 56000
Kuala Lumpur.
The financial statements are presented in Ringgit Malaysia (‘RM’), which is also the Company’s functional currency. All financial
information presented in RM has been rounded to the nearest thousand, unless otherwise stated.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors on
28 September 2009.
2. PRINCIPAL ACTIVITIES
The Company is principally an investment holding and management company. The principal activities of the subsidiaries are
set out in Note 11 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
3. BASIS OF PREPARATION
The financial statements of the Group and of the Company have been prepared in accordance with applicable approved
Financial Reporting Standards (‘FRSs’) in Malaysia and the provisions of the Companies Act, 1965.
4. SIGNIFICANT ACCOUNTING POLICIES
4.1 Basis of accounting
The financial statements of the Group and of the Company have been prepared under the historical cost convention
except as otherwise stated in the financial statements.
The preparation of financial statements requires the Directors to make estimates and assumptions that affect the reported
amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and liabilities. In addition, the
Directors are also required to exercise their judgement in the process of applying the Group’s accounting policies. The
areas involving such judgements, estimates and assumptions are disclosed in Note 6 to the financial statements. Although
these estimates and assumptions are based on the Directors’ best knowledge of events and actions, actual results could
differ from those estimates.
4.2 Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and all of its subsidiaries made
up to the end of the financial year using the purchase method of accounting.
Under the purchase method of accounting, the cost of business combination is measured at the aggregate of fair values at
the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued plus any costs directly
attributable to the business combination.
4. SIGNIFICANT ACCOUNTING POLICIES (cont’d)
4.2 Basis of consolidation (cont’d)
At the acquisition date, the cost of business combination is allocated to identifiable assets acquired, liabilities assumed
and contingent liabilities in the business combination which are measured initially at their fair values at the acquisition date.
The excess of the cost of business combination over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities is recognised as goodwill (see Note 4.7(a) to the financial statements on goodwill). If the
cost of business combination is less than the interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities, the Group will:
(a) reassess the identification and measurement of the acquiree’s identifiable assets, liabilities and contingent liabilities
and the measurement of the cost of the combination; and
(b) recognise immediately in the consolidated income statements any excess remaining after that reassessment.
When a business combination includes more than one exchange transaction, any adjustment to the fair values of the
subsidiary’s identifiable assets, liabilities and contingent liabilities relating to previously held interests of the Group is
accounted for as a revaluation.
Subsidiaries are consolidated from the acquisition date, which is the date on which the Group effectively obtains control,
until the date on which the Group ceases to control the subsidiaries. Control exists when the Group has the power to
govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the
existence and effect of potential voting rights that are currently convertible or exercisable are taken into consideration.
Intragroup balances, transactions and unrealised gains and losses on intragroup transactions are eliminated in full. Intragroup
losses may indicate an impairment that requires recognition in the consolidated financial statements. If a subsidiary uses
accounting policies other than those adopted in the consolidated financial statements for like transactions and events in
similar circumstances, appropriate adjustments are made to its financial statements in preparing the consolidated financial
statements.
The gain or loss on disposal of a subsidiary, which is the difference between the net disposal proceeds and the Group’s
share of its net assets as of the date of disposal including the carrying amount of goodwill and the cumulative amount of
any exchange differences that relate to the subsidiary, is recognised in the consolidated income statements.
Minority interest is that portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not
owned, directly or indirectly through subsidiaries, by the Group. It is measured at the minority’s share of the fair value of the
subsidiaries’ identifiable assets and liabilities at the acquisition date and the minority’s share of changes in the subsidiaries’
equity since that date.
Where losses applicable to the minority in a subsidiary exceed the minority interest in the equity of that subsidiary, the
excess and any further losses applicable to the minority are allocated against the Group’s interest except to the extent
that the minority has a binding obligation and is able to make additional investment to cover the losses. If the subsidiary
subsequently reports profits, such profits are allocated to the Group’s interest until the minority’s share of losses previously
absorbed by the Group has been recovered.
Minority interest is presented in the consolidated balance sheets within equity and is presented in the consolidated
statements of changes in equity separately from equity attributable to equity holders of the Company.
Minority interest in the results of the Group is presented in the consolidated income statements as an allocation of the total
profit or loss for the financial year between minority interest and equity holders of the Company.
Transactions with minority interest are treated as transactions with parties external to the Group. Disposals to minority
interest result in gains and losses for the Group that are recorded in the income statements. Purchases from minority
interest result in goodwill, being the difference between any consideration paid and the relevant share acquired of the
carrying amount of net assets of the subsidiary.
73
74
4.3 Property, plant and equipment and depreciation
All items of property, plant and equipment are initially measured at cost. Cost includes expenditure that is directly attributable
to the acquisition of the asset.
Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only
when the cost is incurred and it is probable that the future economic benefits associated with the asset will flow to the
Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is derecognised.
The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statements as
incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on which it
is located for which the Group is obligated to incur when the asset is acquired, if applicable.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the asset
and which has different useful life, is depreciated separately.
After initial recognition, property, plant and equipment, except for freehold land and properties under construction, are
stated at cost less any accumulated depreciation and any accumulated impairment losses.
Freehold land is not depreciated. Properties under construction are not depreciated until such time when the asset is
available for use.
Depreciation on other property, plant and equipment is calculated to write off the cost of the assets to their estimated
residual value on a straight-line basis over their estimated useful lives. The principal annual depreciation rates are as
follows:
Buildings Plant and machinery
Furniture, fittings and counter fixtures
Office equipment
Renovation
Electrical installations
Motor vehicles
At each balance sheet date, the carrying amount of an item of property, plant and equipment is assessed for impairment
when events or changes in circumstances indicate that its carrying amount may not be recoverable. A write down is
made if the carrying amount exceeds the recoverable amount (see Note 4.8 to the financial statements on impairment of
assets).
The residual values, useful lives and depreciation method are reviewed at each financial year end to ensure that the amount,
method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of
the future economic benefits embodied in the items of property, plant and equipment. If expectations differ from previous
estimates, the changes are accounted for as a change in an accounting estimate.
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future economic
benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the carrying
amount is included in the income statements.
2%
15% - 20%
10% - 33¹⁄³%
10% - 50%
10% - 33¹⁄³%
10% - 15%
20%
4.4
Leases and hire-purchase
4.4.1 Finance leases and hire-purchase
Assets acquired under finance leases and hire-purchase which transfer substantially all the risks and rewards of
ownership to the Group are recognised initially at amounts equal to the fair value of the leased assets or, if lower, the
present value of the minimum lease payments, each determined at the inception of the lease. The discount rate used in
calculating the present value of the minimum lease payments is the interest rate implicit in the leases, if this is practicable
to determine; if not, the Group’s incremental borrowing rate is used. Any initial direct costs incurred by the Group are
added to the amount recognised as an asset. The assets are capitalised as property, plant and equipment and the
corresponding obligations are treated as liabilities. The property, plant and equipment capitalised are depreciated on
the same basis as owned assets.
The minimum lease payments are apportioned between the finance charges and the reduction of the outstanding
liability. The finance charges are recognised in the income statements over the period of the lease term so as to produce
a constant periodic rate of interest on the remaining lease and hire-purchase liabilities.
4.4.2 Operating leases
A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards incidental to
ownership.
Lease payments under operating leases are recognised as an expense on a straight-line basis over the lease term.
4.4.3 Leases of land and buildings
For leases of land and buildings, the land and buildings elements are considered separately for the purpose of lease
classification and these leases are classified as operating or finance leases in the same way as leases of other assets.
The minimum lease payments including any lump-sum upfront payments made to acquire the interest in the land
and buildings are allocated between the land and the buildings elements in proportion to the relative fair values of the
leasehold interests in the land element and the buildings element of the lease at the inception of the lease.
Leasehold land that normally has an indefinite economic life and where the lease does not transfer substantially all the
risk and rewards incidental to ownership is treated as an operating lease. The lump-sum upfront payments made on
entering into or acquiring leasehold land are accounted for as prepaid lease payments and are amortised over the lease
term on a straight-line basis.
The buildings element is classified as a finance or operating lease in accordance with Note 4.4.1 or Note 4.4.2 to the
financial statements. If the lease payment cannot be allocated reliably between these two elements, the entire lease is
classified as a finance lease, unless it is clear that both elements are operating leases, in which case the entire lease is
classified as an operating lease.
For a lease of land and buildings in which the amount that would initially be recognised for the land element is immaterial,
the land and buildings are treated as a single unit for the purpose of lease classification and is accordingly classified as
a finance or operating lease. In such a case, the economic life of the buildings is regarded as the economic life of the
entire leased asset.
4.5
Investment properties
Investment properties are properties which are held to earn rentals yields or for capital appreciation or for both and are
not occupied by the Group. Investment properties are initially measured at cost, which includes transaction costs. After
initial recognition, investment properties of the Group are carried at fair value. The fair value of investment properties
are the prices at which the properties could be exchanged between knowledgeable, willing parties in an arm’s length
transaction. The fair value of investment properties reflect market conditions at the balance sheet date, without any
deduction for transaction costs that may be incurred on sale or other disposal.
75
76
4.5 Investment properties (cont’d)
Fair values of investment properties are arrived at by reference to market evidence of transaction prices for similar
properties. It is performed by registered independent valuers with appropriate recognised professional qualification and
has recent experience in the location and category of the investment properties being valued.
A gain or loss arising from a change in the fair value of investment properties is recognised in the income statements for
the period in which it arises.
Investment properties are derecognised when either they have been disposed of or when they are permanently withdrawn
from use and no future economic benefit is expected from their disposal. The gains or losses arising from the retirement or
disposal of investment property is determined as the difference between the net disposal proceeds, if any, and the carrying
amount of the asset and is recognised in the income statements in the period of the retirement or disposal.
4.6 Investments
(i) Subsidiaries
A subsidiary is an entity in which the Group and the Company have power to control the financial and operating
policies so as to obtain benefits from its activities. The existence and effect of potential voting rights that are currently
exercisable or convertible are considered when assessing whether the Group and the Company have such power
over another entity.
An investment in subsidiary, which is eliminated on consolidation, is stated in the Company’s separate financial
statements at cost less impairment losses, if any. On disposal of such an investment, the difference between the net
disposal proceeds and its carrying amount is included in the income statements.
(ii) Associates
An associate is an entity over which the Group and the Company have significant influence and that is neither
a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and
operating policy decisions of the investee but is not control or joint control over those policies.
In the Company’s separate financial statements, an investment in associate is stated at cost less impairment losses,
if any.
An investment in associate is accounted for in the consolidated financial statements using the equity method of
accounting. The investment in associate in the consolidated balance sheets is initially recognised at cost and adjusted
thereafter for the post acquisition change in the Group’s share of net assets of the investment.
The interest in the associate is the carrying amount of the investment in the associate under the equity method
together with any long-term interest that, in substance, form part of the Group’s net interest in the associate.
The Group’s share of the profit or loss of the associate during the financial year is included in the consolidated financial
statements, after adjustments to align the accounting policies with those of the Group, from the date that significant
influence commences until the date that significant influence ceases. Distributions received from the associate reduce
the carrying amount of the investment. Adjustments to the carrying amount may also be necessary for changes in
the Group’s proportionate interest in the associate arising from changes in the associate’s equity that have not been
recognised in the associate’s profit or loss. Such changes include those arising from the revaluation of property, plant
and equipment and from foreign exchange translation differences. The Group’s share of those changes is recognised
directly in equity of the Group.
Unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the
Group’s interest in the associate.
4.6 Investments (cont’d)
(ii) Associates (cont’d)
When the Group’s share of losses in the associate equal to or exceeds its interest in the associate, the carrying
amount of that interest is reduced to nil and the Group does not recognise further losses unless it has incurred legal
or constructive obligations or made payments on its behalf.
The most recent available financial statements of the associates are used by the Group in applying the equity method.
Where the reporting dates of the financial statements are not coterminous, the share of results is arrived at using
the latest audited financial statements for which the difference in reporting dates is not more than three (3) months.
Adjustments are made for the effects of any significant transactions or events that occur between the intervening
period.
Upon disposal of such investment, the difference between the net disposal proceeds and its carrying amount is
included in the income statements.
(iii) Other investments
Investments, other than investments in subsidiaries, associates and investment properties, are stated at cost and an
allowance for diminution in value is made where, in the opinion of the Directors, there is a decline other than temporary
in the value of such investments. Where there has been a decline other than temporary in the value of an investment,
such a decline is recognised as an expense in the period in which the decline is identified.
Upon disposal of such investment, the difference between net disposal proceeds and its carrying amount is recognised
in the income statements.
4.7 Intangible assets
(a) Goodwill
Goodwill acquired in a business combination is recognised as an asset at the acquisition date and is initially measured
at cost being the excess of the cost of business combination over the Group’s interest in the net fair value of the
identifiable assets, liabilities and contingent liabilities. After initial recognition, goodwill is measured at cost less
accumulated impairment losses, if any. Goodwill is not amortised but instead tested for impairment annually or more
frequently if events or changes in circumstances indicate that the carrying amount may be impaired. Gains and losses
on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
Goodwill arising on acquisition of an associate is the excess of cost of investment over the Group’s share of the net fair
value of net assets of the associates’ identifiable assets, liabilities and contingent liabilities at the date of acquisition.
Goodwill relating to the associate is included in the carrying amount of the investment and is not amortised. The
excess of the Group’s share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities
over the cost of investment is included as income in the determination of the Group’s share of the associate’s profit or
loss in the period in which the investment is acquired.
(b) Other intangible assets
Other intangible assets are recognised only when the identifiability, control and future economic benefit probability
criteria are met.
The Group recognises at the acquisition date separately from goodwill, an intangible asset of the acquiree if the fair
value can be measured reliably, irrespective of whether the asset had been recognised by the acquiree before the
business combination.
77
78
4.7 Intangible assets (cont’d)
(b) Other intangible assets (cont’d)
Intangible assets are initially measured at cost. The cost of intangible assets acquired in a business combination is its
fair values as at the date of acquisition.
After initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated
impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets
with finite useful lives are amortised on a straight-line basis over the estimated economic useful lives and are assessed
for any indication that the asset may be impaired. If any such indication exists, the entity shall estimate the recoverable
amount of the asset. The amortisation period and the amortisation method for an intangible asset with a finite useful
life are reviewed at least at each financial year end. The amortisation expense on intangible assets with finite useful
lives is recognised in the income statements and is included within the general and administrative expenses line
item.
An intangible asset has an indefinite useful life when based on the analysis of all the relevant factors; there is no
foreseeable limit to the period over which the asset is expected to generate net cash inflows to the Group. Intangible
assets with indefinite useful lives are tested for impairment annually and wherever there is an indication that the
carrying amount may be impaired. Such intangible assets are not amortised. Their useful lives are reviewed each
period to determine whether events and circumstances continue to support the indefinite useful life assessment for
the asset. If they do not, the change in the useful life assessment for indefinite to finite is accounted for as a change
in accounting estimate in accordance with FRS 108 Accounting Policies, Changes in Accounting Estimates and
Errors.
Expenditure on internally developed products is recognised as an intangible asset if the Group can demonstrate that
it is technically feasible to develop the product for it to be sold, that adequate resources are available to complete
the development and that there is an intention to complete and sell the product. The Group must also demonstrate
that it is able to sell the product to generate future economic benefits and that the expenditure on the project can be
measured reliably.
Expenditure on an intangible item that are initially recognised as an expense are not recognised as part of the cost of
an intangible asset at a later date.
An intangible asset is derecognised on disposal or when no future economic benefits are expected from its use. The
gain or loss arising from the derecognition determined as the difference between the net disposal proceeds, if any,
and the carrying amount of the asset is recognised in the income statements when the asset is derecognised.
Trademarks
Trademarks acquired have finite useful lives and are carried at cost less any accumulated amortisation and any
accumulated impairment losses. Amortisation is calculated using the straight-line method to allocate the cost of
trademarks over their estimated useful lives of 7 years. Cost of renewing trademarks is recognised in the income
statements as incurred.
4.8 Impairment of assets
The carrying amounts of assets, except for financial assets (excluding investments in subsidiaries and associates),
inventories, deferred tax assets, investment properties measured at fair value and non-current assets held for sale, are
reviewed at each balance sheet date to determine whether there is any indication of impairment. If any such indication
exists, the asset’s recoverable amount is estimated.
Goodwill and intangible assets that have an indefinite useful life are tested annually for impairment or more frequently if
events or changes in circumstances indicate that the goodwill or intangible asset might be impaired.
4.8
Impairment of assets (cont’d)
The recoverable amount of an asset is estimated for an individual asset. Where it is not possible to estimate the
recoverable amount of the individual asset, the impairment test is carried out on the cash generating unit (‘CGU’) to
which the asset belongs. Goodwill acquired in a business combination is from the acquisition date, allocated to each
of the Group’s CGU or groups of CGU that are expected to benefit from the synergies of the combination giving rise to
the goodwill irrespective of whether other assets or liabilities of the acquiree are assigned to those units or groups of
units.
The recoverable amount of an asset or CGU is the higher of its fair value less cost to sell and its value in use.
In estimating the value in use, the estimated future cash inflows and outflows to be derived from continuing use of the
asset and from its ultimate disposal are discounted to their present value using a pre-tax discount rate that reflects
current market assessments of the time value of money and the risks specific to the asset for which the future cash
flow estimates have not been adjusted. An impairment loss is recognised in the income statements when the carrying
amount of the asset or the CGU, including the goodwill or intangible asset, exceeds the recoverable amount of the
asset or the CGU. The total impairment loss is allocated, first, to reduce the carrying amount of any goodwill allocated
to the CGU and then to the other assets of the CGU on a pro-rata basis of the carrying amount of each asset in the
CGU. The impairment loss is recognised in the income statements immediately.
An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss for other assets is reversed
if, and only if, there has been a change in the estimates used to determine the assets’ recoverable amount since the
last impairment loss was recognised.
An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Such
reversals are recognised as income immediately in the income statements.
4.9
Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost is determined using the weighted average method. The cost of consumables and raw materials comprises all
costs of purchase plus the cost of bringing the inventories to their present location and condition. The cost of workin-progress and finished goods includes the cost of raw materials, direct labour, other direct cost and a proportion of
production overheads based on normal operating capacity of the production facilities.
Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of
completion and the estimated costs necessary to make the sale.
4.10 Financial instruments
A financial instrument is any contract that gives rise to a financial asset of one enterprise and a financial liability or equity
instrument of another enterprise.
A financial asset is any asset that is cash, an equity instrument of another enterprise, a contractual right to receive
cash or another financial asset from another enterprise, or a contractual right to exchange financial assets or financial
liabilities with another enterprise under conditions that are potentially favourable to the Group.
A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another
enterprise, or a contractual obligation to exchange financial assets or financial liabilities with another enterprise under
conditions that are potentially unfavourable to the Group.
79
80
4.10 Financial instruments (cont’d)
4.10.1 Financial instruments recognised on the balance sheets
Financial instruments are recognised on the balance sheets when the Group has become a party to the contractual
provisions of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends and losses and gains relating to a financial instrument or a component that is a
financial liability shall be recognised as income or expense in the income statements. Distributions to holders of an
equity instrument are debited directly to equity, net of any related tax effect. Financial instruments are offset when the
Group has a legally enforceable right to offset and intends to settle on a net basis or to realise the asset and settle the
liability simultaneously.
(a) Receivables
Trade and other receivables, including amounts owing by associates and related parties, are classified as loans and
receivables under FRS 132 Financial Instruments: Disclosure and Presentation.
Receivables are carried at anticipated realisable value. Known bad debts are written off and specific allowance is
made for debts considered to be doubtful of collection.
Receivables are not held for trading purposes.
(b) Cash and cash equivalents
Cash and cash equivalents include cash and bank balances, bank overdrafts, short term placements with licensed
banks, placements with licensed banks, deposits and other short term highly liquid investments with original
maturities of three (3) months or less, which are readily convertible to cash and are subject to insignificant risk of
changes in value.
(c) Payables
Liabilities for trade and other amounts payable, including amounts owing to related parties, are initially recognised
at fair value of the consideration to be paid in the future for goods and services received.
(d) Interest bearing loans and borrowings
All loans and borrowings are recognised at the amount of proceeds received less directly attributable transaction
costs.
(e) Equity instruments
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares issued,
if any, are accounted for as share premium. Both ordinary shares and share premium are classified as equity.
Transaction costs of an equity transaction are accounted for as a deduction from equity, net of any related income
tax benefit. Otherwise, they are charged to the income statements.
Dividends to shareholders are recognised in equity in the period in which they are declared.
If the Company reacquires its own equity instrument, the consideration paid, including any attributable transaction
costs is deducted from equity as treasury shares until they are cancelled. No gain or loss is recognised in the
income statements on the purchase, sale, issue or cancellation of the Company’s own equity instruments. Where
such shares are issued by resale, the difference between the sales consideration and the carrying amount is shown
as a movement in equity.
4.10 Financial instruments (cont’d)
4.10.2Financial instruments not recognised on the balance sheets
Foreign currency forward contracts
Foreign currency forward contracts are used to hedge foreign exposures as a result of receipts and payments in foreign
currency. Any gains or losses arising from contracts entered into as hedges of anticipated future transactions are deferred
until the dates of such transactions at which time they are included in the measurement of such transactions.
All other gains or losses relating to hedged instruments are recognised in the income statements in the same period as
the exchange differences on the underlying hedged items.
4.11 Borrowing costs
All borrowing costs are recognised in the income statements in the period in which they are incurred.
4.12 Income taxes
Income taxes include all domestic and foreign taxes on taxable profit. Income taxes also include other taxes such as
withholding taxes which are payable by foreign subsidiaries on distributions to the Group and Company.
Taxes in the income statement comprise current tax and deferred tax.
(a) Current tax
Current tax is the amount of income taxes payable or receivable in respect of the taxable profit or loss for a
period.
Current tax for the current and prior periods is measured at the amount expected to be recovered from or paid to
the taxation authorities. The tax rates and tax laws used to compute the amount are those that have been enacted
or substantively enacted at the balance sheet date.
(b) Deferred tax
Deferred tax is recognised in full using the liability method on temporary differences arising between the carrying
amount of an asset or liability in the balance sheet and its tax base.
Deferred tax is recognised for all temporary differences, unless the deferred tax arises from goodwill or the initial
recognition of an asset or liability in a transaction which is not a business combination and at the time of transaction,
affects neither accounting profit nor taxable profit.
A deferred tax asset is recognised only to the extent that it is probable that taxable profits will be available against
which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. The carrying
amount of a deferred tax asset is reviewed at each balance sheet date. If it is no longer probable that sufficient
taxable profit will be available to allow the benefit of part or all of that deferred tax asset to be utilised, the carrying
amount of the deferred tax asset will be reduced accordingly. When it becomes probable that sufficient taxable
profit will be available, such reductions will be reversed to the extent of the taxable profits.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets
against current tax liabilities and when the deferred income taxes relate to the same taxation authority.
Deferred tax will be recognised as income or expense and included in the income statements for the period unless
the tax relates to items that are credited or charged, in the same or a different period, directly to equity, in which
case the deferred tax will be charged or credited directly to equity.
81
82
4.12 Income taxes (cont’d)
(b) Deferred tax (cont’d)
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the
asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively
enacted at the balance sheet date.
4.13 Contingent liabilities
A contingent liability is a possible obligation that arises from past events whose existence will be confirmed by the
occurrence or non-occurrence of one or more uncertain future events beyond the control of the Group or a present
obligation that is not recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognised
because it cannot be measured reliably. The Group does not recognise a contingent liability but discloses its existence
in the financial statements.
In the acquisition of subsidiaries by the Group under business combinations, contingent liabilities assumed are measured
initially at their fair value at the acquisition date, irrespective of the extent of any minority interest.
4.14 Employee benefits
4.14.1Short term employee benefits
Wages, salaries, social security contributions, paid annual leave, paid sick leave, bonuses and non-monetary benefits
are recognised as an expense in the financial year when employees have rendered their services to the Group and the
Company.
Short term accumulating compensated absences such as paid annual leave are recognised as an expense when
employees render services that increase their entitlement to future compensated absences. Short term non-accumulating
compensated absences such as sick leave are recognised when the absences occur.
Bonuses are recognised as an expense when there is a present, legal or constructive obligation to make such payments,
as a result of past events and when a reliable estimate can be made of the amount of the obligation.
4.14.2Defined contribution plans
The Company and its subsidiaries incorporated in Malaysia make contributions to a statutory provident fund and
foreign subsidiaries make contributions to their respective countries’ statutory pension schemes. The contributions
are recognised as a liability after deducting any contribution already paid and as an expense in the period in which the
employees render their services.
4.15 Foreign currencies
4.15.1Functional and presentation currency
Items included in the financial statements of each of the Group’s entities are measured using the currency of the primary
economic environment in which the entity operates (‘the functional currency’). The consolidated financial statements
are presented in Ringgit Malaysia, which is the Company’s functional and presentation currency.
4.15 Foreign currencies (cont’d)
4.15.2Foreign currency transactions and balances
Transactions in foreign currencies are converted into Ringgit Malaysia at rates of exchange ruling at the transaction
dates. Monetary assets and liabilities in foreign currencies at the balance sheet date are translated into Ringgit Malaysia
at rates of exchange ruling at that date unless hedged by forward foreign exchange contracts, in which case the rates
specified in such forward contracts are used. All exchange differences arising from the settlement of foreign currency
transactions and from the translation of foreign currency monetary assets and liabilities are included in the income
statements in the period in which they arise. Non-monetary items initially denominated in foreign currencies, which are
carried at historical cost are translated using the historical rate as of the date of acquisition, and non-monetary items
which are carried at fair value are translated using the exchange rate that existed when the values were determined for
presentation currency purposes.
4.15.3Foreign operations
Financial statements of foreign operations are translated at financial year end exchange rates with respect to the assets
and liabilities, and at exchange rates at the dates of the transactions with respect to the income statements. All resulting
translation differences are recognised as a separate component of equity.
In the consolidated financial statements, exchange differences arising from the translation of net investment in foreign
operations are taken to equity. When a foreign operation is partially disposed of or sold, exchange differences that were
recorded in equity are recognised in the income statements as part of the gain or loss on disposal.
Exchange differences arising on a monetary item that forms part of the net investment of the Company in a foreign
operation shall be recognised in the income statements in the separate financial statements of the Company or
the foreign operation, as appropriate. In the consolidated financial statements, such exchange differences shall be
recognised initially as a separate component of equity and recognised in the income statements upon disposal of the
net investment.
Goodwill and fair value adjustments to the assets and liabilities arising from the acquisition of a foreign operation are
treated as assets and liabilities of the acquired entity and translated at the exchange rate ruling at the balance sheet
date.
4.16 Revenue recognition
Revenue is measured at the fair value of the consideration received or receivable net of discounts and rebates.
Revenue is recognised to the extent that it is probable that the economic benefits associated with the transaction will
flow to the Group, and the amount of revenue and the cost incurred or to be incurred in respect of the transaction can
be reliably measured and specific recognition criteria have been met for each of the Group’s activities as follows:
(a) Sales of goods
Revenue from sale of goods is recognised when significant risk and rewards of ownership of the goods has been
transferred to the customer and where the Group retains neither continuing managerial involvement over the
goods, which coincides with the delivery of goods and acceptance by customers.
(b) Dividend income
Dividend income is recognised when the rights to receive payment is established.
(c) Interest income
Interest income is recognised as it accrues, using the effective interest method unless collectibility is in doubt.
83
84
4.16 Revenue recognition (cont’d)
(d) Rental income
Rental income is recognised on an accrual basis unless collectibility is in doubt.
4.17 Non-current assets (or disposal group) held for sale
Non-current assets (or disposal group) are classified as held for sale if their carrying amounts will be recovered principally
through a sale transaction rather than through continuing use. For this to be the case, the assets (or disposal group)
must be available for immediate sale in its present condition subject only to terms that are usual and customary for sales
of such assets (or disposal group) and its sale must be highly probable.
The sale is expected to qualify for recognition as a completed sale within one (1) year from the date of classification.
However, an extension of the period required to complete the sale does not preclude the assets (or disposal group)
from being classified as held for sale if the delay is caused by events or circumstances beyond the control of the Group
and there is sufficient evidence that the Group remains committed to its plan to sell the assets (or disposal group).
Immediately before the initial classification as held for sale, the carrying amounts of the non-current assets (or all the
assets and liabilities in a disposal group) are measured in accordance with applicable FRSs. On initial classification as
held for sale, non-current assets or disposal group (other than investment properties, deferred tax assets, employee
benefits assets, and financial assets carried at fair value) are measured at the lower of carrying amount immediately
before the initial classification as held for sale and fair value less costs to sell. Any differences are recognised in the
income statements as impairment loss.
Non-current assets (or disposal group) held for sale are classified as current assets on the face of the balance sheets
and are stated at the lower of carrying amount immediately before initial classification and fair value less costs to sell
and are not depreciated. Any cumulative income or expense recognised directly in equity relating to the non-current
assets (or disposal group) classified as held for sale is presented separately.
If the Group has classified an asset (or disposal group) as held for sale but subsequently the criteria for classification
is no longer met, the Group ceases to classify the asset (or disposal group) as held for sale. The Group measures a
non-current asset that ceases to be classified as held for sale (or ceases to be included in a disposal group classified
as held for sale) at the lower of:
(a) its carrying amount before the asset (or disposal group) was classified as held for sale, adjusted for any depreciation,
amortisation or revaluations that would have been recognised had the asset (or disposal group) not been classified
as held for sale; and
(b) its recoverable amount at the date of the subsequent decision not to sell.
4.18 Segment reporting
Segment reporting is presented for enhanced assessment of the Group’s risks and returns. Business segments provide
products or services that are subject to risks and returns that are different from those of other business segments.
Geographical segments provide products or services within a particular economic environment that is subject to risks
and returns that are different from those components operating in other economic environments.
Segment revenue, expense, assets and liabilities are those amounts resulting from the operating activities of a segment
that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the
segment. Segment revenue, expense, assets and liabilities are determined before intragroup balances and intragroup
transactions are eliminated as part of the consolidation process, except to the extent that such intragroup balances and
transactions are between Group enterprises within a single element.
5. ADOPTION OF NEW FRSs AND AMENDMENTS TO FRSs
5.1 New FRSs and amendments to FRSs not adopted
(a) FRS 8 Operating Segments and the consequential amendments resulting from FRS 8 are mandatory for annual
financial periods beginning on or after 1 July 2009.
FRS 8 sets out the requirements for disclosure of information on an entity’s operating segments, products and
services, the geographical areas in which it operates and its customers.
The requirements of this Standard are based on the information about the components of the entity that management
uses to make decisions about operating matters. This Standard requires identification of operating segments on the
basis of internal reports that are regularly reviewed by the entity’s chief operating decision maker in order to allocate
resources to the segment and assess its performance.
This Standard also requires the amount reported for each operating segment item to be the measure reported to the
chief operating decision maker for the purposes of allocating resources to the segment and assessing its performance.
Segment information for prior years that is reported as comparative information for the initial year of application would
be restated to conform to the requirements of this Standard.
The Group does not expect any material impact on the financial statements arising from the adoption of this
Standard.
(b) FRS 4 Insurance Contracts and the consequential amendments resulting from FRS 4 are mandatory for annual
financial periods beginning on or after 1 January 2010. FRS 4 replaces the existing FRS 2022004 General Insurance
Business and FRS 2032004 Life Insurance Business. FRS 4 is not relevant to the Group’s operations.
(c) FRS 7 Financial Instruments: Disclosures and the consequential amendments resulting from FRS 7 are mandatory
for annual financial periods beginning on or after 1 January 2010. FRS 7 replaces the disclosure requirements of the
existing FRS 132 Financial Instruments: Disclosure and Presentation.
This Standard applies to all risks arising from a wide array of financial instruments and requires the disclosure of the
significance of financial instruments for an entity’s financial position and performance. By virtue of the exemption
provided under paragraph 44AB of FRS 7, the impact of applying FRS 7 on the financial statements upon first
adoption of the FRS as required by paragraph 30(b) of FRS 108 is not disclosed.
(d) FRS 123 Borrowing Costs and the consequential amendments resulting from FRS 123 are mandatory for annual
financial periods beginning on or after 1 January 2010.
This Standard removes the option of immediately recognising as an expense borrowing costs that are directly
attributable to the acquisition, construction or production of a qualifying asset. However, capitalisation of borrowing
costs is not required for assets measured at fair value, and inventories that are manufactured or produced in large
quantities on a repetitive basis, even if they take a substantial period of time to get ready for use or sale.
Standard.
(e) FRS 139 Financial Instruments: Recognition and Measurement and the consequential amendments resulting from
FRS 139 are mandatory for annual financial periods beginning on or after 1 January 2010.
This Standard establishes the principles for the recognition and measurement of financial assets and financial liabilities
including circumstances under which hedge accounting is permitted. By virtue of the exemption provided under
paragraph 103AB of FRS 139, the impact of applying FRS 139 on the financial statements upon first adoption of the
FRS as required by paragraph 30(b) of FRS 108 is not disclosed.
85
86
5. ADOPTION OF NEW FRSs AND AMENDMENTS TO FRSs (cont’d)
5.1 New FRSs and amendments to FRSs not adopted (cont’d)
(f) Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate
Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate is mandatory for
annual financial periods beginning on or after 1 January 2010.
These amendments allow first-time adopters to use a deemed cost of either fair value or the carrying amount under
previous accounting practice to measure the initial cost of investments in subsidiaries, jointly controlled entities and
associates in the separate financial statements. The cost method of accounting for an investment has also been
removed pursuant to these amendments.
Standard.
(g) Amendments to FRS 2 Share-based Payment: Vesting Conditions and Cancellations are mandatory for annual
financial periods beginning on or after 1 January 2010.
These amendments clarify that vesting conditions comprise service conditions and performance conditions only.
Cancellations by parties other than the Group are accounted for in the same manner as cancellations by the Group
itself and features of a share-based payment that are non-vesting conditions are included in the grant date fair value
of the share-based payment. The Group does not expect any material impact on the financial statements arising from
the adoption of these amendments.
(h) FRS 101 Presentation of Financial Statements is mandatory for annual financial periods beginning on or after 1
January 2010.
FRS 101 sets out the overall requirements for the presentation of financial statements, guidelines for their structure
and minimum requirements for their content.
This Standard introduces the titles ‘statement of financial position’ and ‘statement of cash flows’ to replace the
current titles ‘balance sheet’ and ‘cash flow statement’ respectively. A new statement known as the ‘statement of
comprehensive income’ is also introduced in this Standard whereby all non-owner changes in equity are required
to be presented in either one statement of comprehensive income or in two statements (i.e. a separate income
statement and a statement of comprehensive income). Components of comprehensive income are not permitted to
be presented in the statement of changes in equity.
This Standard also introduces a new requirement to present a statement of financial position as at the beginning of
the earliest comparative period if there are applications of retrospective restatements that are defined in FRS 108, or
when there are reclassifications of items in the financial statements.
Additionally, FRS 101 requires the disclosure of reclassification adjustments and income tax relating to each component
of other comprehensive income, and the presentation of dividends recognised as distributions to owners together
with the related amounts per share in the statement of changes in equity or in the notes to the financial statements.
This Standard introduces a new requirement to disclose information on the objectives, policies and processes for
managing capital based on information provided internally to key management personnel as defined in FRS 124
Related Party Disclosures. Additional disclosures are also required for puttable financial instruments classified as
equity instruments.
Apart from the new presentation and disclosure requirements described, the Group does not expect any other impact
on the consolidated financial statements arising from the adoption of this Standard.
(i) Amendments to FRS 139, FRS 7 and IC Interpretation 9 are mandatory for annual financial periods beginning on or
after 1 January 2010.
These amendments permit reclassifications of non-derivative financial assets (other than those designated at fair value
through profit or loss upon initial recognition) out of the fair value through profit or loss category in rare circumstances.
Reclassifications from the available-for-sale category to the loans and receivables category are also permitted provided
there is intention and ability to hold that financial asset for the foreseeable future. All of these reclassifications shall be
subjected to subsequent reassessments of embedded derivatives.
These amendments also clarifies the designation of one-sided risk in eligible hedged items and streamlines the terms
used throughout the Standards in accordance with the changes resulting from FRS 101.
By virtue of the exemptions provided under paragraphs 103AB of FRS 139 and 44AB of FRS 7, the impact of
applying these amendments on the consolidated financial statements upon first adoption of the FRS 139 and FRS
7 respectively as required by paragraph 30(b) of FRS 108 are not disclosed. However, the Group does not expect
any material impact on the consolidated financial statements arising from the adoption of the amendment to IC
Interpretation 9.
(j) Amendments to FRS 132 Financial Instruments: Presentation is mandatory for annual financial periods beginning on
or after 1 January 2010.
These amendments require certain puttable financial instruments, and financial instruments that impose an obligation
to deliver to counterparties a pro rata share of the net assets of the entity only on liquidation to be classified as
equity.
Puttable financial instruments are defined as financial instruments that give the holder the right to put the instrument
back to the issuer for cash, or another financial asset, or are automatically put back to the issuer upon occurrence of
an uncertain future event or the death or retirement of the instrument holder.
Presently, the Group does not expect any material impact on the consolidated financial statements arising from
the adoption of this Standard. However, the Group is in the process of assessing the impact of this Standard in
conjunction with the implementation of FRS 139 and would only be able to provide further information in the interim
financial statements followed by the next annual financial statements.
(k) Improvements to FRSs (2009) are mandatory for annual financial periods beginning on or after 1 January 2010.
Amendment to FRS 5 Non-current Assets Held for Sale and Discontinued Operations clarifies that the disclosure
requirements of this FRS specifically apply to non-current assets (or disposal groups) classified as held for sale or
discontinued operations. The Group does not expect any material impact on the consolidated financial statements
arising from the adoption of this amendment.
Amendment to FRS 8 Operating Segments clarifies the consistency of disclosure requirement for information about
profit or loss, assets and liabilities. The Group does not expect any material impact on the consolidated financial
statements arising from the adoption of this amendment.
Amendment to FRS 107 Statement of Cash Flows clarifies the classification of cash flows arising from operating
activities and investing activities. Cash payments to manufacture or acquire assets held for rental to others and
subsequently held for sale, and the related cash receipts, shall be classified as cash flows from operating activities.
Expenditures that result in a recognised asset in the statement of financial position are eligible for classification as
cash flows from investing activities. The Group does not expect any material impact on the consolidated financial
statements arising from the adoption of this amendment.
87
88
(cont’d)
Amendment to FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors clarifies that only
Implementation Guidance issued by the Malaysian Accounting Standards Board that are integral parts of FRSs is
mandatory. The Group does not expect any material impact on the consolidated financial statements arising from the
adoption of this amendment.
Amendment to FRS 110 Events after the Reporting Period clarifies the rationale for not recognising dividends declared
after the reporting date but before the financial statements are authorised for issue. The Group does not expect any
material impact on the consolidated financial statements arising from the adoption of this amendment.
Amendment to FRS 116 Property, Plant and Equipment removes the definition pertaining the applicability of this
Standard to property that is being constructed or developed for future use as investment property but has yet to
satisfy the definition of ‘investment property’ in FRS 140 Investment Property. This amendment also replaces the term
‘net selling price’ with ‘fair value less costs to sell’, and clarifies that proceeds arising from routine sale of items of
property, plant and equipment shall be recognised as revenue in accordance with FRS 118 Revenue rather than FRS
5. The Group does not expect any material impact on the consolidated financial statements arising from the adoption
of this amendment.
Amendment to FRS 117 Leases removes the classification of leases of land and of buildings, and instead, requires
assessment of classification based on the risks and rewards of the lease itself. The reassessment of land elements of
unexpired leases shall be made prospectively in accordance with FRS 108. As at the reporting date, the Group has
carrying amount of prepaid lease payments for land of RM219,000 (see Note 9 to the financial statements). The Group
expects to reclassify the prepaid lease payments for land as land held in accordance with FRS 116 upon adoption
of this amendment and shall present a statement of financial position as at the beginning of the earliest comparative
period in accordance with FRS 101.
Amendment to FRS 118 Revenue clarifies reference made on the term ‘transaction costs’ to the definition in FRS 139.
The Group does not expect any material impact on the consolidated financial statements arising from the adoption of
this amendment.
Amendment to FRS 119 Employee Benefits clarifies the definitions in the Standard by consistently applying settlement
dates within twelve (12) months in the distinction between short-term employee benefits and other long-term employee
benefits. This amendment also provides additional explanations on negative past service cost and curtailments. The
Group does not expect any material impact on the consolidated financial statements arising from the adoption of this
amendment.
Amendment to FRS 120 Accounting for Government Grants and Disclosure of Government Assistance streamlines
the terms used in the Standard in accordance with the new terms used in FRS 101. This amendment is not relevant
to the Group’s operations.
Amendment to FRS 123 Borrowing Costs clarifies that interest expense calculated using the effective interest rate
method described in FRS 139 qualifies for recognition as borrowing costs. The Group does not expect any material
impact on the consolidated financial statements arising from the adoption of this amendment.
Amendment to FRS 127 Consolidated and Separate Financial Statements clarifies that investments measured at
cost shall be accounted for in accordance with FRS 5 when they are held for sale in accordance with FRS 5. The
Group does not expect any material impact on the consolidated financial statements arising from the adoption of this
amendment.
(cont’d)
Amendment to FRS 128 Investments in Associates clarifies that investments in associates held by venture capital
organisations, or mutual funds, unit trusts and similar entities shall make disclosures on the nature and extent of any
significant restrictions on the ability of associates to transfer funds to the investor in the form of cash dividends, or
repayment of loans or advances. This amendment also clarifies that impairment loss recognised in accordance with
FRS 136 Impairment of Assets shall not be allocated to any asset, including goodwill, that forms the carrying amount
of the investment. Accordingly, any reversal of that impairment loss shall be recognised in accordance with FRS 136.
The Group does not expect any material impact on the consolidated financial statements arising from the adoption of
this amendment.
Amendment to FRS 129 Financial Reporting in Hyperinflationary Economies streamlines the terms used in the
Standard in accordance with the new terms used in FRS 101. This amendment also clarifies that assets and liabilities
that are measured at fair value are exempted from the requirement to apply historical cost basis of accounting. This
amendment is not relevant to the Group’s operations.
Amendment to FRS 131 Interests in Joint Ventures clarifies that venturers’ interests in jointly controlled entities held by
venture capital organisations, or mutual funds, unit trusts and similar entities shall make disclosures on related capital
commitments. This amendment also clarifies that a listing and description of interests in significant joint ventures and
the proportion of ownership interest held in jointly controlled entities shall be made. This amendment is not relevant to
the Group’s operations.
Amendment to FRS 134 Interim Financial Reporting clarifies the need to present basic and diluted earnings per share
for an interim period when the entity is within the scope of FRS 133 Earnings Per Share. The Group does not expect
any material impact on the consolidated financial statements arising from the adoption of this amendment.
Amendment to FRS 136 Impairment of Assets clarifies the determination of allocation of goodwill to each cashgenerating unit whereby each unit shall not be larger than an operating segment as defined in FRS 8 before
aggregation. This amendment also requires additional disclosures if the fair value less costs to sell is determined using
discounted cash flow projections. Presently, the Group does not expect any material impact on the consolidated
financial statements arising from the adoption of this amendment. However, the Group is in the process of assessing
the impact of this Standard in conjunction with the implementation of FRS 8 and would only be able to provide further
information in the interim financial statements followed by the next annual financial statements.
Amendment to FRS 138 Intangible Assets clarifies the examples provided in the Standard in measuring the fair value
of an intangible asset acquired in a business combination. This amendment also removes the statement on the rarity
of situations whereby the application of the amortisation method for intangible assets results in a lower amount of
accumulated amortisation than under the straight-line method. The Group does not expect any material impact on
the consolidated financial statements arising from the adoption of this amendment.
Amendment to FRS 140 Investment Properties clarifies that properties that are being constructed or developed for
future use as investment property are within the definition of ‘investment property’. This amendment further clarifies
that if the fair value of such properties cannot be reliably determinable but it is expected that the fair value would be
readily determinable when construction is completed, the properties shall be measured at cost until either its fair value
becomes reliably determinable or construction is completed, whichever is earlier. The Group does not expect any
material impact on the consolidated financial statements arising from the adoption of this amendment.
(l) IC Interpretation 9 Reassessment of Embedded Derivatives is mandatory for annual financial periods beginning on or
This Interpretation prohibits the subsequent reassessment of embedded derivatives unless there is a change in the
terms of the host contract that significantly modifies the cash flows that would otherwise be required by the host
contract. The Group does not expect any material impact on the financial statements arising from the adoption of this
Interpretation.
89
90
(m) IC Interpretation 10 Interim Financial Reporting and Impairment is mandatory for annual financial periods beginning on
or after 1 January 2010.
This Interpretation prohibits the reversal of an impairment loss recognised in a previous interim period in respect of
goodwill or an investment in either an equity instrument or a financial asset carried at cost. The Group does not expect
any material impact on the financial statements arising from the adoption of this Interpretation.
(n) IC Interpretation 11 FRS 2- Group and Treasury Share Transactions is mandatory for annual periods beginning on or
This Interpretation requires share-based payment transactions in which the Company receives services from employees
as consideration for its own equity instruments to be accounted for as equity-settled, regardless of the manner of
satisfying the obligations to the employees.
If the Company grants rights to its equity instruments to the employees of its subsidiaries, this Interpretation requires
the Company to recognise the equity reserve for the obligation to deliver the equity instruments when needed whilst
the subsidiaries shall recognise the remuneration expense for the services received from employees.
If the subsidiaries grant rights to equity instruments of the Company to its employees, this Interpretation requires the
Company to account for the transaction as cash-settled, regardless of the manner the subsidiaries obtain the equity
instruments to satisfy its obligations. The Group does not expect any material impact on the financial statements
arising from the adoption of this Interpretation.
(o) IC Interpretations which are mandatory for annual financial periods beginning on or after 1 January 2010:
IC Interpretation 13
IC Interpretation 14
Customer Loyalty Programmes
FRS 119 - The Limit of a Defined Benefit Asset, Minimum Funding Requirements and
their Interaction
The above IC Interpretations are not relevant to the Group’s operations.
6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
Estimates, assumptions concerning the future and judgements are made in the preparation of the financial statements. They
affect the application of the Group’s and the Company’s accounting policies, reported amounts of assets, liabilities, income
and expenses, and disclosures made. They are assessed on an ongoing basis and are based on experience and relevant
factors, including expectations of future events that are believed to be reasonable under the circumstances.
6.1 Critical judgements made in applying accounting policies
The followings are judgements made by management in the process of applying the Group’s accounting policies that have
the most significant effect on the amounts recognised in the financial statements.
(a) Classification between investment properties and property, plant and equipment
The Group has developed certain criteria based on FRS 140 in making judgement whether a property qualifies as an
investment property. Investment property is a property held to earn rentals or for capital appreciation or both. Some
properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for
use in the production or supply of goods or services or for administrative purposes.
6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d)
6.1 Critical judgements made in applying accounting policies (cont’d)
(a) Classification between investment properties and property, plant and equipment (cont’d)
If these portions could be sold separately (or leased out separately under a finance lease), the Group would account
for the portions separately. If the portions could not be sold separately, the property is an investment property only if
an insignificant portion is held for use in the production or supply of goods or services or for administrative purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so significant that a
property does not qualify as investment property.
(b) Contingent liabilities
The determination of treatment of contingent liabilities is based on management’s view of the expected outcome of
the contingencies for matters in the ordinary course of business.
6.2 Key sources of estimation uncertainty
The following are key assumptions concerning the future and other key sources of estimation uncertainty at the balance
sheet date that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year:
(a) Impairment of goodwill on consolidation
The Group determines whether goodwill on consolidation is impaired at least on an annual basis. This requires an
estimation of the value-in-use of the subsidiaries to which goodwill is allocated. Estimating a value-in-use amount
requires management to make an estimate of the expected future cash flows from the subsidiaries and also to choose
a suitable discount rate in order to calculate the present value of those cash flows. Further details are disclosed in
Note 10 (a) to the financial statements.
(b) Taxation
(i) Deferred tax assets
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent
that it is probable that taxable profit will be available against which the tax losses and capital allowances can be
utilised. Significant management judgement is required to determine the amount of deferred tax assets that can
be recognised, based upon the likely timing and level of future taxable profits together with future tax planning
strategies.
(ii) Income taxes
Significant judgement is required in determining the capital allowances, deductibility of certain expenses and
taxability of certain income during the estimation of the provision for income taxes. There are many transactions
and calculations for which the ultimate tax determination is uncertain during the ordinary course of business.
The Group and the Company recognise tax liabilities based on estimates of whether additional taxes will be due.
Where the final tax outcome is different from the amounts that were initially recorded, such differences will impact
the income tax and deferred tax provisions in the period in which such determination is made.
(c) Depreciation of property, plant and machinery
The cost of property, plant and machinery is depreciated on a straight-line basis over the assets’ useful lives.
Management estimates the useful lives of these property, plant and machinery as disclosed in Note 4.3 to the financial
statements. These are common life expectancies applied in the industry which the Group operates. Changes in the
expected level of usage and technological developments could impact the economic useful lives and the residual
values of these assets, and therefore future depreciation charges could be revised.
91
92
6. SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d)
6.2 Key sources of estimation uncertainty (cont’d)
(d) Allowance for doubtful debts
The Group makes allowance for doubtful debts based on an assessment of the recoverability of receivables.
Allowances are applied to receivables where events or changes in circumstances indicate that the carrying amounts
may not be recoverable. The management specifically analyses historical bad debt, customer concentration, customer
creditworthiness, current economic trends and changes in customer payment terms when making a judgement to
evaluate the adequacy of allowance for doubtful debts. Where expectations differ from the original estimates, the
differences will impact the carrying amount of receivables.
(e) Write down for obsolete or slow moving inventories
The Group writes down its obsolete or slow moving inventories based on an assessment of their estimated net selling
price. Inventories are written down when events or changes in circumstances indicate that the carrying amounts may
not be recoverable. The management specifically analyses fashion pattern, current economic trends and changes
in customer preference when making a judgement to evaluate the adequacy of the write down for obsolete or slow
moving inventories. Where expectations differ from the original estimates, the differences will impact the carrying
amount of inventories.
(f) Fair values of borrowings
The fair values of borrowings are estimated by discounting future contractual cash flows at the current market interest
rates available to the Group for similar financial instruments. It is assumed that the effective interest rates approximate
the current market interest rates available to the Group based on its size and its business risk.
7. PROPERTY, PLANT AND EQUIPMENT
Group
Balance
Depreciation Reversal of
Balance
as at
Written Reclassi- charge for impairment Translation
as at
1.7.2008 Additions Disposals
off
fications
the year
for the year adjustments 30.6.2009
RM’000 RM’000
RM’000 RM’000 RM’000
RM’000
RM’000
RM’000
RM’000
Carrying amount
Freehold land 3,002
-
-
-
-
-
-
-
3,002
Buildings on freehold
land
22,929
609
-
-
9,902
(747)
-
26
32,719
Buildings on long
term leasehold land
5,628
11
(545)
(127)
-
(135)
41
2
4,875
Plant and machinery
597
124
-
-
-
(168)
-
-
553
Plant and machinery
under hire-purchase
and lease
74
-
-
-
-
(25)
-
-
49
13,546
7,871
(135)
(106)
-
(7,733)
-
67
13,510
Office equipment
2,835
1,414
(8)
(23)
-
(1,274)
-
15
2,959
Renovation
1,822
2,446
-
(11)
-
(1,286)
-
7
2,978
428
387
-
(9)
-
(141)
-
-
665
Motor vehicles
508
2,026
(10)
-
232
(360)
-
38
2,434
Motor vehicles under
hire-purchase
and lease
2,857
242
(171)
-
(232)
(1,089)
-
5
1,612
Properties under construction
2,634
11,245
-
(24)
(9,902)
-
-
-
3,953
56,860
26,375
(869)
(300)
-
(12,958)
41
160
69,309
7. PROPERTY, PLANT AND EQUIPMENT (cont’d)
Group
Cost
RM’000
Freehold land 3,002
Buildings on freehold land
37,685
Buildings on long term leasehold land
8,309
Plant and machinery
2,432
Plant and machinery under hire-purchase and lease
123
35,221
Office equipment
10,796
Renovation
6,687
1,071
Motor vehicles
4,126
Motor vehicles under hire-purchase and lease
4,197
4,232
117,881
At 30.6.2009
Accumulated Accumulated
depreciation impairment
RM’000
RM’000
Carrying
amount
RM’000
-
(4,690)
(1,469)
(1,879)
(74)
(21,711)
(7,837)
(3,709)
(406)
(1,692)
(2,585)
-
-
(276)
(1,965)
-
-
-
-
-
-
-
-
(279)
3,002
32,719
4,875
553
49
13,510
2,959
2,978
665
2,434
1,612
3,953
(46,052)
(2,520)
69,309
Group
Balance
Depreciation Reversal of
Balance
as at
Written Reclassi- charge for impairment Translation
as at
1.7.2007 Additions Disposals
off
fications
the year
for the year adjustments 30.6.2008
RM’000 RM’000
RM’000 RM’000 RM’000
RM’000
RM’000
RM’000
RM’000
Carrying amount
Freehold land 3,002
420
(420)
-
-
-
-
-
3,002
Buildings on freehold
land
23,764
-
-
(275)
-
(686)
-
126
22,929
Buildings on long
term leasehold land
4,342
1,996
(617)
(11)
-
(143)
61
-
5,628
Plant and machinery
477
367
-
-
(74)
(173)
-
-
597
Plant and machinery
under hire-purchase
and lease
-
-
-
-
74
-
-
-
74
9,488
10,140
(17)
(162)
343
(6,224)
-
(22)
13,546
Office equipment
2,825
1,343
(16)
(8)
(339)
(971)
-
1
2,835
Renovation
1,174
1,810
(3)
(115)
(7)
(1,019)
-
(18)
1,822
333
190
-
-
3
(98)
-
-
428
Motor vehicles
21
483
-
-
56
(46)
-
(6)
508
Motor vehicles under
hire-purchase
and lease
2,640
1,302
(20)
-
(56)
(1,058)
-
49
2,857
-
2,634
-
-
-
-
-
-
2,634
48,066
20,685
(1,093)
(571)
-
(10,418)
61
130
56,860
93
94
Group
Cost
RM’000
Freehold land 3,002
27,148
Buildings on long term leasehold land
9,028
Plant and machinery
2,308
Plant and machinery under hire-purchase and lease
123
31,205
Office equipment
9,565
Renovation
4,406
717
Motor vehicles
1,904
Motor vehicles under hire-purchase and lease
5,698
2,913
98,017
Company
Carrying amount
Freehold land Buildings on freehold land
Furniture, fixtures and fittings
Office equipment
Renovation
Motor vehicles
Motor vehicles under hire-purchase
At 30.6.2008
depreciation impairment
RM’000
RM’000
Carrying
amount
RM’000
-
(3,943)
(1,394)
(1,711)
(49)
(17,659)
(6,730)
(2,584)
(289)
(1,396)
(2,841)
-
-
(276)
(2,006)
-
-
-
-
-
-
-
-
(279)
3,002
22,929
5,628
597
74
13,546
2,835
1,822
428
508
2,857
2,634
(38,596)
(2,561)
56,860
Balance
as at
1.7.2008
Additions
RM’000
RM’000
Depreciation
charge for the year
RM’000
Balance
as at
30.6.2009
RM’000
2,530
13,865
124
95
230
45
5
1,153
-
-
-
30
154
-
1,145
-
-
(341)
(36)
(30)
(123)
(11)
(173)
(352)
2,530
13,524
88
95
261
34
977
801
18,047
1,329
(1,066)
18,310
Cost
RM’000
Freehold land 2,530
17,080
351
Office equipment
214
Renovation
780
75
Motor vehicles
1,151
1,758
23,939
At 30.6.2009
Accumulated
depreciation
RM’000
Carrying
amount
RM’000
-
(3,556)
(263)
(119)
(519)
(41)
(174)
(957)
2,530
13,524
88
95
261
34
977
801
(5,629)
18,310
Company
Carrying amount
Office equipment
Renovation
Motor vehicles
Balance
as at
1.7.2007
Additions
RM’000
RM’000
Depreciation
charge for the year
RM’000
Balance
as at
30.6.2008
RM’000
2,530
14,207
160
80
320
56
-
549
-
-
-
36
63
-
6
856
-
(342)
(36)
(21)
(153)
(11)
(1)
(252)
2,530
13,865
124
95
230
45
5
1,153
17,902
961
(816)
18,047
Cost
RM’000
Freehold land 2,530
17,080
351
Office equipment
184
Renovation
626
75
Motor vehicles
6
1,758
22,610
At 30.6.2008
Accumulated
depreciation
RM’000
Carrying
amount
RM’000
-
(3,215)
(227)
(89)
(396)
(30)
(1)
(605)
2,530
13,865
124
95
230
45
5
1,153
(4,563)
18,047
(a) During the financial year, the Group and the Company made the following cash payments to purchase property, plant and
equipment:
Purchase of property, plant and equipment Financed by hire-purchase and lease arrangements
Financed by term loan
Transfer from related companies Trade-in value
Cash payments on purchase of property, plant and
equipment
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
26,375
(80)
(8,972)
-
(161)
20,685
(1,128)
-
-
-
1,329
-
-
(200)
-
961
(670)
-
17,162
19,557
1,129
291
95
96
(b) As at financial year end, the carrying amount of property, plant and equipment under hire-purchase and lease arrangements
of the Group and of the Company are as follows:
Plant and machinery
Motor vehicles
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
49
1,612
74
2,857
-
801
1,153
1,661
2,931
801
1,153
Details of the terms and conditions of the hire-purchase and lease arrangements are disclosed in Notes 22 and 37 to the
financial statements respectively.
(c) Net book value of property, plant and equipment pledged as securities for banking facilities granted to the Group and to
the Company are as follows:
Group
Company
2009
2008
2009
2008
RM’000
RM’000
RM’000
RM’000
Buildings on long term leasehold leasehold land
3,002
32,645
3,119
3,002
22,724
3,770
2,530
13,524
-
2,530
13,865
-
38,766
29,496
16,054
16,395
8. INVESTMENT PROPERTIES
Group
Fair value
Freehold land, shoplots and clubhouse
Long term leasehold land and shoplots Group
Fair value
Freehold land, shoplots and clubhouse
Long term leasehold land and shoplots Balance
as at
Fair value
1.7.2008
Additions
adjustment
RM’000
RM’000
RM’000
Balance
as at
30.6.2009
RM’000
6,371
3,486
6
2,080
-
184
6,377
5,750
9,857
2,086
184
12,127
Balance
as at
Fair value
1.7.2007
Additions
adjustment
RM’000
RM’000
RM’000
Balance
as at
30.6.2008
RM’000
4,498
3,460
1,373
-
500
26
6,371
3,486
7,958
1,373
526
9,857
8. INVESTMENT PROPERTIES (cont’d)
The fair value of the investment properties of the Group was recommended by the Directors as at year end based on an
indicative market value carried out by an independent professional valuer on an open market value basis.
Investment properties of the Group with an aggregate carrying amount of RM12,127,000 (2008: RM9,857,000) are charged
to a financial institution for banking facilities granted to a subsidiary.
Rental income of the Group derived from the investment properties amounted to RM381,000 (2008: RM454,000).
Direct operating expenses arising from investment properties generating rental income during the financial year are as follows:
Repairs and maintenance
Quit rent and assessment
9. PREPAID LEASE PAYMENTS FOR LAND
Group
Balance
as at
1.7.2008
Disposal
RM’000
RM’000
Group
2008
RM’000
19
38
Amortisation
charge for the year
RM’000
15
31
Balance
as at
30.6.2009
RM’000
Carrying amount
Long term leasehold land 606
(380)
Cost
RM’000
Long term leasehold land
277
Group
Balance
Amortisation
as at
charge for 1.7.2007
the year
RM’000
RM’000
2009
RM’000
(7)
At 30.6.2009
Accumulated
depreciation
RM’000
219
Carrying
amount
RM’000
(58)
Reversal of
impairment
for the
year
RM’000
219
Balance
as at
30.6.2008
RM’000
Carrying amount
Long term leasehold land 609
Cost
RM’000
714
(7)
4
At 30.6.2008
amortisation impairment
RM’000
RM’000
(73)
606
Carrying
amount
RM’000
Long term leasehold land
(35)
The long term leasehold land has been charged to a financial institution for banking facilities granted to the Group.
606
97
98
10. INTANGIBLE ASSETS
Group
Carrying amount
Goodwill
Trademarks
Balance
as at
1.7.2008
Additions
RM’000
RM’000
Group
Carrying amount
Goodwill
Trademarks
-
-
-
-
4,871
7
4,878
-
-
4,878
At 30.6.2009
RM’000
RM’000
Carrying
amount
RM’000
10,612
1,020
-
(1,013)
(5,741)
-
4,871
7
11,632
(1,013)
(5,741)
4,878
Balance
as at
1.7.2007
Additions
RM’000
RM’000
Amortisation
charge for the year
RM’000
Balance
as at
30.6.2008
RM’000
4,871
5
-
4
-
(2)
4,871
7
4,876
4
(2)
4,878
Cost
RM’000
Goodwill
Trademarks
Balance
as at
30.6.2009
RM’000
4,871
7
Cost
RM’000
Goodwill
Trademarks
Amortisation
charge for the year
RM’000
At 30.6.2008
RM’000
RM’000
Carrying
amount
RM’000
10,612
1,020
-
(1,013)
(5,741)
-
4,871
7
11,632
(1,013)
(5,741)
4,878
(a) Goodwill is tested for impairment on an annual basis by comparing the carrying amount with the recoverable amount.
As the Directors are of the opinion that all the cash generating units (“CGU”) are held on a long-term basis, the value-inuse would best reflect its recoverable amount. The value-in-use is determined by discounting future cash flows over a
three-year period. The future cash flows are based on management’s business plan, which is the best estimate of future
performance. The ability to achieve the business plan targets is a key assumption in determining the recoverable amount
for each CGU.
10. INTANGIBLE ASSETS (cont’d)
There remains a risk that the ability to achieve management’s business plan will be adversely affected due to unforeseen
changes in the respective economies in which the CGUs operate and/or global economic conditions. Hence, in computing
the value-in-use for each CGU, the management has applied a discount rate of 5% per annum and growth rates of 5% to
15% per annum depending on the products, markets and business plan of the subsidiaries.
The following describes each key assumption on which the management has based its cash flow projections for the
purposes of the impairment test for goodwill:
(i) The discount rate was estimated based on the Group’s weighted average cost of capital.
(ii) Growth rate used has been based on historical trend of each segment taking into account industry outlook for that
segment.
(iii) The profit margin applied to the projections are based on the historical profit margin trend for the individual CGU.
With regard to the assessment of value-in-use of the goodwill, the management believes that no reasonably possible
change in any of the above key assumptions would cause the carrying values of the CGU to materially exceed their
recoverable amounts.
(b) Trademarks represent the registration cost of Bonia, Sembonia and Carlo Rino brands.
11. INVESTMENTS IN SUBSIDIARIES
Company
2009
2008
RM’000
RM’000
Unquoted shares - at cost
70,796
56,288
Less: Impairment losses
(6,550)
(850)
64,246
55,438
An impairment loss on investments in subsidiaries amounting RM5,700,000 have been recognised during the financial year
due to declining business operations and the net tangible assets of these subsidiaries are lower than the cost of investments.
The details of the subsidiaries are as follows:
Interest in equity held
Country of
2009
2008
Name of company
incorporation
%
%
Principal activities
Subsidiaries of Bonia Corporation Berhad
CB Marketing Sdn Bhd
Malaysia
100
100
Designing, promoting and
marketing of fashionable
leather goods
CB Holdings (Malaysia) Sdn Bhd
Malaysia
100
100
Property investment and
management services
Ataly Industries Sdn Bhd
Malaysia
100
100
Property investment
Luxury Parade Sdn Bhd
Malaysia
100
100
Property investment
99
100
11. INVESTMENTS IN SUBSIDIARIES (cont’d)
Country of
2009
2008
Name of company
incorporation
%
%
Subsidiaries of Bonia Corporation Berhad (cont’d)
Eclat World Sdn Bhd
Malaysia
100
100
men’s footwear
CB Franchising Sdn Bhd
Malaysia
100
100
Franchising of leather goods
and apparels
BCB Properties Sdn Bhd
Malaysia
100
100
Pasti Anggun Sdn Bhd
Malaysia
70
70
Long Bow Manufacturing Sdn Bhd
Malaysia
100
100
Manufacturing and marketing of
leather goods
De Marts Marketing Sdn Bhd
Malaysia
100
100
ladies’ footwear
Mcore Sdn Bhd
Malaysia
60
60
Marketing and distribution
of fashionable leather goods
Future Classic Sdn Bhd
Malaysia
100
100
leather goods
Malaysia
100
100
Marketing, distribution and
export of fashionable goods
and accessories
Armani Context Sdn Bhd
Malaysia
100
100
Interior design, advertising
and promotion
^* Kin Sheng International Trading Co
Hong Kong
-
100
General trading and marketing of
Limited fashionable goods
Malaysia
100
90
of fashionable goods
* Active World Pte Ltd
Singapore
100
100
Wholesaling and retailing of
and apparels
*# Kin Sheng Group Limited
Hong Kong
100
100
Investment holding
Dominion Directions Sdn Bhd
Malaysia
100
100
of men’s apparel and
accessories
Country of
2009
2008
Name of company
incorporation
%
%
Subsidiaries of Bonia Corporation Berhad (cont’d)
SBFW Marketing Sdn Bhd
Malaysia
100
100
ladies’ footwear
SBL Marketing Sdn Bhd
Malaysia
100
100
leather goods
CR Boutique Sdn Bhd
Malaysia
100
100
and apparels
CRF Marketing Sdn Bhd
Malaysia
100
100
ladies’ footwear
CRL Marketing Sdn Bhd
Malaysia
100
100
leather goods
SB Boutique Sdn Bhd
Malaysia
100
100
and apparels
New Series Sdn Bhd
Malaysia
100
100
men’s apparels
Mcolours & Design Sdn Bhd
Malaysia
100
100
Product design, research and
development
** SCARPA Marketing Sdn Bhd
Malaysia
100
-
Wholesaling, retailing and
footwear
Subsidiaries of Dominion Directions Sdn Bhd
VR Directions Sdn Bhd
Malaysia
70
70
of men’s apparel and
accessories, and ladies’
apparel
SB Directions Sdn Bhd
Malaysia
100
100
. of fashionable accessories
Galaxy Hallmark Sdn Bhd
Malaysia
100
100
men’s apparels and
accessories
Subsidiary of Mcore Sdn Bhd
Apex Marble Sdn Bhd
Malaysia
90
60
of fashionable goods
101
102
Country of
2009
2008
Name of company
incorporation
%
%
Subsidiaries of ActiveWorld Pte Ltd
* Jetbest Enterprise Pte Ltd
Singapore
100
100
Wholesaling, retailing, importing
and exporting of leather goods
and accessories
^* Guangzhou Jia Li Bao Leather
China
-
100
Fashion Co Ltd and exporting of leather goods
and accessories
* SCRL Pte Ltd
Singapore
100
-
footwear, carrywear and
accessories
* SBLS Pte Ltd
Singapore
100
-
footwear, carrywear and
accessories
Subsidiaries of Kin Sheng Group Limited
*# Bonia (Shanghai) Commerce Limited
China
100
100
Retailing, marketing, promoting,
designing, importing and
exporting of leather goods,
apparels and accessories
^* Guangzhou Jia Li Bao Leather
China
100
-
Fashion Co Ltd and exporting of leather goods
and accessories
* Guangzhou Bonia Fashions China Co Ltd
China
100
-
Manufacturing, marketing,
retailing of fashionable
leather goods, apparels and
accessories
^*# Kin Sheng International
Hong Kong
100
-
General trading and marketing
Trading Co Limited of fashionable goods
^
*
#
**
Due to internal group reorganisation.
Subsidiaries not audited by BDO Binder.
Subsidiaries audited by BDO Member Firms.
No auditors’ report on the financial statements of this subsidiary was issued as it was newly incorporated during the
financial year.
During the financial year:
(i) Kin Sheng Group Limited (“KSG”), a wholly-owned subsidiary of the Company, had incorporated a wholly-owned subsidiary
in China known as Guangzhou Bonia Fashions China Co Ltd. The incorporation of the subsidiary does not have any
material impact to the Group financial statements.
(ii) KSG had acquired the equity interest in Guangzhou Jia Li Bao Leather Fashion Co Ltd (“GJLBLF”) for a total cash
consideration of USD650,000 from Active World Pte Ltd, another wholly-owned subsidiary of the Company. The acquisition
of GJLBLF does not have any material impact to the Group financial statements.
During the financial year: (cont’d)
(iii) Active World Pte Ltd, a wholly-owned subsidiary, had incorporated two wholly-owned subsidiaries in Singapore known as
SCRL Pte Ltd and SBLS Pte Ltd. The incorporation of the subsidiaries does not have any material impact to the Group
financial statements.
(iv) the Company had transferred its entire equity interest in Kin Sheng International Trading Co Ltd (“KSIT”) to KSG for a total
cash consideration of HKD10,000.
(v) the Company had acquired entire equity interest in Banyan Sutera Sdn Bhd from minority shareholders for a total cash
consideration of RM1.00.
(vi) a wholly-owned subsidiary, Mcore Sdn Bhd, had acquired 150,000 ordinary shares of RM1.00 each representing 30%
equity interest in Apex Marble Sdn Bhd from a minority shareholder for a total cash consideration of RM1.00.
(vii) the Company incorporated a wholly-owned subsidiary in Malaysia known as SCARPA Marketing Sdn Bhd. The incorporation
of the subsidiary does not have any material impact to the Group financial statements.
(viii) the Company further subscribed 1,500,001 and 1,500,001 newly issued shares of RM1.00 each at par in Long Bow
Manufacturing Sdn Bhd and Banyan Sutera Sdn Bhd respectively.
(ix) the Company further subscribed 2,150,001 newly issued shares of RM1.00 each at par in CB Holdings (Malaysia) Sdn Bhd.
(x) the Company further subscribed 2,250,001 newly issued shares of RM1.00 each at par in Eclat World Sdn Bhd.
(xi) the Company further subscribed 2,400,001 newly issued shares of RM1.00 each at par in Armani Context Sdn Bhd.
(xii) the Company further subscribed 9,999,999 newly issued shares of HKD1.00 each at par in KSG.
In the previous financial year:
(i) the Company incorporated a wholly-owned subsidiary, Kin Sheng Group Limited (“KSGL”) in Hong Kong, with a
registered share capital of HKD10,000,000 comprising 10,000,000 ordinary shares of HKD1.00 each, of which one (1)
share has been issued and fully paid-up. The incorporation of the subsidiary does not have any material impact to the
Group financial statements.
(ii) a wholly-owned subsidiary, KSGL had incorporated a wholly-owned subsidiary in the People’s Republic of China known
as Bonia (Shanghai) Commerce Limited, with an authorised share capital of RMB5,000,000 of which RMB4,983,588
have been paid-up as at year end. The incorporation of the subsidiary does not have any material impact to the Group
financial statements.
(iii) the Company further subscribed 400,000 newly issued ordinary shares of RM1.00 each at par in each of the following
respective companies:
(a)
(b)
(c)
(d)
(e)
(f)
SBL Marketing Sdn Bhd
SB Boutique Sdn Bhd
SBFW Marketing Sdn Bhd
CRF Marketing Sdn Bhd
CRL Marketing Sdn Bhd
CR Boutique Sdn Bhd
(iv) the Company further subscribed 500,000 newly issued ordinary shares of RM1.00 each at par in Banyan Sutera Sdn Bhd.
(v) the Company further subscribed 499,998 newly issued ordinary shares of RM1.00 each at par in New Series Sdn Bhd.
103
104
12. INVESTMENTS IN ASSOCIATES
Unquoted equity shares, at cost
Share of post acquisition
reserves, net of dividends received
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
236
236
236
236
(163)
(11)
-
-
73
225
236
236
The details of the associates are as follows:
by the Company
Country of
2009
2008
Name of company
incorporation
%
%
Makabumi Sdn Bhd
Malaysia
40
40
Dormant
BBA International Co Ltd
Thailand
49
49
of fashionable leather goods
The financial statements of the above associates are coterminous with those of the Group, except for BBA International Co
Ltd which has a financial year end of 30 September 2009. In applying the equity method of accounting, the unaudited financial
statements of BBA International Co Ltd for the twelve (12) months ended 30 June 2009 have been used.
The summarised financial information of the associates are as follows:
Assets and liabilities
Current assets
Non-current assets
Total assets
Current liabilities
Current liabilities
Total liabilities
Results
Revenue
(Loss)/Profit for the year
2009
RM’000
2008
RM’000
1,350
37
2,790
40
1,387
2,830
883
2,033
883
2,033
1,689
(309)
2,259
79
13. OTHER INVESTMENTS
At cost
Unquoted: Non-current assets
Club memberships Current assets
Subordinated bonds
Less: Impairment loss
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
596
590
-
-
3,000
(3,000)
3,000
-
3,000
(3,000)
3,000
-
-
3,000
-
3,000
596
3,590
-
3,000
The investment in unquoted subordinated bonds is in relation to the term loan VI as disclosed in Note 23 to the financial
statements. It is required to be held until the maturity of the said term loan.
As at financial year end, an impairment loss on unquoted subordinated bonds of RM3,000,000 has been recognised due to the
default by obligors in the Primary Collateralised Loan Obligations Transactions. The Directors have reviewed the recoverability
of these unquoted subordinated bonds and are doubtful of its recoverability.
14. DEFERRED TAX
(a) The deferred tax assets and liabilities are made up of the following:
Balance as at 1 July 2008/2007
Balance as at 30 June 2009/2008
Presented after appropriate offsetting as follows:
Recognised in the income statement (Note 31)
Deferred tax assets, net
Deferred tax liabilities, net
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
(1,214)
(739)
9
8
88
(475)
15
1
(1,126)
(1,214)
24
9
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
(1,361)
235
(1,530)
316
-
24
9
(1,126)
(1,214)
24
9
105
106
14. DEFERRED TAX (cont’d)
(b) The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as
follows:
Deferred tax liabilities of the Group
At 1 July 2008
Recognised in the income statement
At 30 June 2009
At 1 July 2007
At 30 June 2008
Property,
plant and
equipment
RM’000
Offsetting
RM’000
Total
RM’000
454
(92)
(138)
11
316
(81)
362
(127)
235
355
99
(114)
(24)
241
75
454
(138)
316
Deferred tax assets of the Group
Unused tax
losses and
Other
unabsorbed
deductible
capital
temporary
allowances
differences
RM’000
RM’000
At 1 July 2008
236
1,432
(3)
(177)
At 30 June 2009
233
1,255
At 1 July 2007
229
865
7
567
At 30 June 2008
236
1,432
Deferred tax liabilities of the Company
At 1 July 2008
At 30 June 2009
At 1 July 2007
At 30 June 2008
Offsetting
RM’000
Total
RM’000
(138)
11
1,530
(169)
(127)
1,361
(114)
(24)
980
550
(138)
1,530
Other
deductible
temporary
differences
RM’000
Total
RM’000
9
15
9
15
24
24
13
(4)
13
(4)
9
9
14. DEFERRED TAX (cont’d)
(b) The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as
follows: (cont’d)
Deferred tax assets of the Company
At 1 July 2007
At 30 June 2008
Other
deductible
temporary
differences
RM’000
Total
RM’000
5
(5)
5
(5)
-
-
(c) The amount of temporary differences for which no deferred tax assets have been recognised in the balance sheet are as
follows:
Unused tax losses
Unabsorbed capital allowances
Other deductible temporary differences
Group
2009
RM’000
2008
RM’000
7,497
114
507
5,307
827
247
8,118
6,381
Deferred tax assets of certain subsidiaries have not been recognised in respect of these items as it is not probable that
taxable profit of the subsidiaries will be available against which the deductible temporary differences can be utilised.
15. INVENTORIES
At cost
Raw materials
Work-in-progress
Finished goods Consumables
The inventories of the Group is net of inventories written off of RM187,000 (2008: RM265,000).
Group
2009
RM’000
2008
RM’000
3,885
989
55,661
150
3,197
685
54,605
136
60,685
58,623
107
108
16. TRADE AND OTHER RECEIVABLES
Trade receivables
Third parties
Less: Allowance for doubtful debts Other receivables, deposits and prepayments
Amounts owing by subsidiaries Amount owing by an associate
Other receivables
Deposits
Prepayments
Less: Allowance for doubtful debts
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
36,263
(211)
41,983
(1,215)
-
-
-
36,052
40,768
-
-
-
192
2,113
10,583
3,934
-
190
3,419
10,007
4,541
40,991
192
-
10
-
55,999
190
10
138
16,822
(4,053)
18,157
(4,241)
41,193
(11,274)
56,337
(12,444)
12,769
13,916
29,919
43,893
48,821
54,684
29,919
43,893
(a) Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group and by the Company
range from 30 to 120 days.
(b) The allowance for doubtful debts for trade receivables of the Group is net of bad debts written off of RM1,136,000 (2008: Nil).
(c) The amounts owing by subsidiaries are unsecured, interest-free and payable upon demand. In the previous financial year,
the advances from the Company to subsidiaries amounting to RM18,193,421 bore interest at 7.25% per annum.
(d) The amount owing by an associate is unsecured, interest-free and payable upon demand.
(e) The allowance for doubtful debts for other receivables, deposits and prepayments of the Group is net of bad debts written
off of RM29,000 (2008: RM60,000).
(f) Included in the deposits of the Group is a deposit of RM3,500,000 (2008: RM3,500,000) paid to a third party pursuant to
a joint venture agreement entered between a subsidiary and a third party.
(g) Information on the financial risk of trade and other receivables is disclosed in Note 37 to the financial statements.
(h) The currency exposure profile of receivables are as follows:
Group
2009
2008
RM’000
RM’000
Ringgit Malaysia
Brunei Dollar
Chinese Renminbi
European Euro
Hong Kong Dollar
Singapore Dollar
US Dollar
Company
2009
2008
RM’000
RM’000
32,500
46
2,118
428
422
10,663
2,644
38,299
9
599
338
601
10,356
4,482
21,763
-
-
-
8,156
-
-
40,828
3,065
-
48,821
54,684
29,919
43,893
17. CASH AND CASH EQUIVALENTS
Cash in hand and at banks
Fixed deposits with licensed banks
Short term placements with licensed banks
Placements with licensed banks
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
11,169
5,944
13,430
13,595
16,902
4,105
6,700
40,290
64
-
-
-
21
25,201
44,138
67,997
64
25,222
(a) Included in the fixed deposits with licensed banks of the Group is an amount of RM1,203,000 (2008: RM1,172,000)
pledged to licensed banks as securities for banking facilities granted to certain subsidiaries.
(b) Placements with licensed banks represent monies deposit into the fixed income fund which is not restricted to fixed
maturity date.
(c) Information on financial risks of cash and cash equivalents is disclosed in Note 37 to the financial statements.
(d) The currency exposure profile of cash and cash equivalents are as follows:
Ringgit Malaysia
Chinese Renminbi
Hong Kong Dollar
Singapore Dollar
US Dollar
Others
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
31,183
1,274
583
9,280
1,753
65
54,217
2,538
793
10,293
40
116
64
-
-
-
-
-
25,222
-
44,138
67,997
64
25,222
(e) For the purpose of cash flow statements, cash and cash equivalents comprise the following as at the balance sheet
date:
Cash and bank balances
Fixed deposits with licensed banks Short term placements with licensed banks
Placements with licensed banks
Less: Bank overdrafts included in bank borrowings (Note 21)
Less: Fixed deposits pledged to licensed banks
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
11,169
5,944
13,430
13,595
16,902
4,105
6,700
40,290
64
-
-
-
21
25,201
(3,594)
(2,183)
(68)
(58)
40,544
(1,203)
65,814
(1,172)
(4)
-
25,164
-
39,341
64,642
(4)
25,164
109
110
18. NON-CURRENT ASSET CLASSIFIED AS HELD FOR SALE
Freehold land
Group
2009
RM’000
2008
RM’000
-
4,400
In the previous financial years, a subsidiary, Pasti Anggun Sdn. Bhd. (“PASB”) had signed a letter of intent to dispose its
freehold land to a third party for a cash consideration of RM4,400,000. The disposal was completed during the current
financial year.
19. SHARE CAPITAL
Ordinary shares of RM0.50 each:
Authorised
Issued and fully paid
Balance as at 1 July 2008/2007
Issue of shares arising from the
exercise of Warrants 2005/2008
Balance as at 30 June 2009/2008
Group and Company
2009
2008
Number
Number
of shares
of shares
’000
RM’000
’000
RM’000
500,000
250,000
500,000
250,000
201,571
100,786
195,843
97,922
-
-
5,728
2,864
201,571
100,786
201,571
100,786
a) In the previous financial year, the Company increased its issued and paid up share capital from RM97,921,852 to
RM100,785,925 by way of issuance of 5,728,146 new ordinary shares of RM0.50 each for cash at an exercise price of
RM0.50 per share, by virtue of the exercise of Warrant 2005/2008.
(b) The holders of the ordinary shares are entitled to receive dividends as and when declared by the Company and are entitled
to one vote per share at meetings of the Company. All ordinary shares rank pari passu with regard to the Company’s
residual assets.
Warrant 2005/2008
Pursuant to a deed poll dated 8 March 2005 (“Deed Poll”), the Company had a renounceable rights issue of 20,933,500
3-year Warrants 2005/2008 (“Warrants”). The Warrants were granted for listing and quotation with effect from 25 May 2005
and expired on 24 May 2008. Pursuant to a Supplemental Deed Poll dated 8 March 2007, as a result of bonus issue and share
split exercises, the Warrants have increased to 30,554,229. In the previous financial year, the numbers of Warrants exercised
and unexercised were 5,728,146 and 131,648 respectively.
The salient features of the Warrants as per the Deed Poll and the Supplemental Deed Poll are as follows:
(a) Each Warrant entitles the registered holders at any time during the exercise period to subscribe for one (1) new ordinary
share of RM1.00 each in the Company at an exercise price of RM1.00 per ordinary share before the share split and to
subscribe for one (1) new ordinary share of RM0.50 each in the Company at an exercise price of RM0.50 per ordinary
share after the share split;
19. SHARE CAPITAL (cont’d)
Warrant 2005/2008 (cont’d)
(b) The exercise price and the number of Warrants are subject to adjustment in the event of alteration to the share capital of
the Company in accordance with the conditions provided in the Deed Poll;
(c) The Warrants shall be exercisable at any time within the period commencing from and including the date of issue of the
Warrants and ending on the date preceding the third (3rd) anniversary of the date of issuance of the Warrants; and
(d) At the expiry of the exercise period, any Warrants which has not been exercised will lapse and cease to be valid for any
purposes.
20. RESERVES
Non-distributable
Share premium
Exchange translation reserve
Distributable
Retained earnings
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
476
2,562
476
2,229
476
-
476
-
3,038
2,705
476
476
73,653
60,604
10,403
14,168
76,691
63,309
10,879
14,644
(a) Exchange translation reserve
The exchange translation reserve is used to record foreign currency exchange differences arising from the translation of the
financial statements of foreign operations whose functional currencies are different from that of the Group’s presentation
currency. It is also used to record the exchange differences arising from monetary items which form part of the Group’s net
investment in foreign operations, where the monetary item is denominated in either the functional currency of the reporting
entity or the foreign operation.
(b) Retained earnings
Effective 1 January 2008, the Company is given the option to make an irrevocable election to move to a single tier system
or continue to use its tax credit under Section 108 of the Income Tax Act 1967 for the purpose of dividend distribution until
the tax credit is fully utilised or latest by 31 December 2013.
The Company has decided not to make this election and has sufficient tax credit under Section 108 of the Income Tax Act,
1967 and balance in the tax exempt account to frank its entire retained profits as at 30 June 2009 as dividends without
incurring any additional tax liability. The Company has tax exempt accounts amounting to approximately RM6,403,000
(2008: RM6,403,000) available for distribution of tax exempt dividends. Certain subsidiaries have tax exempt accounts
amounting to approximately RM3,417,000 (2008: RM3,159,000) available for distribution of tax exempt dividends out of
their respective retained profits.
111
112
21. BORROWINGS
Group
Note
Current liabilities
Secured
Bank overdrafts
Bankers’ acceptances
Hire-purchase and lease creditors
22
Term loans
23
Unsecured
Bank overdrafts
Term loans
23
Trust receipts
Total
Non-current liabilities
Secured
Hire-purchase and lease creditors 22
Term loans
23
Total
Total borrowings
Bank overdrafts
17
Hire-purchase and lease creditors 22
Term loans
23
Trust receipts
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
294
383
724
679
655
6,275
870
534
68
-
298
-
58
285
-
2,080
8,334
366
343
3,300
17,121
-
874
1,528
17,972
30,000
1,052
-
-
-
-
30,000
-
21,295
50,552
-
30,000
23,375
58,886
366
30,343
1,277
14,299
2,007
6,276
398
-
696
-
15,576
8,283
398
696
3,594
17,504
2,001
14,978
874
2,183
24,247
2,877
36,810
1,052
68
-
696
-
-
58
981
30,000
-
38,951
67,169
764
31,039
21. BORROWINGS (cont’d)
(a) Certain bank overdrafts and bankers’ acceptances of the Group and of the Company are secured by first fixed charges
over certain freehold and long term leasehold land and buildings of the Company and its subsidiaries as disclosed in Notes
7, 8 and 9 to the financial statements.
(b) Trust receipt of the Group is secured by a corporate guarantee from the Company.
(c) The currency exposure profile of borrowings are as follows:
Ringgit Malaysia
Singapore Dollar
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
35,838
3,113
63,748
3,421
764
-
31,039
-
38,951
67,169
764
31,039
(d) Information on financial risks of borrowings is disclosed in Note 37 to the financial statements.
22. HIRE-PURCHASE AND LEASE CREDITORS
Minimum hire-purchase and lease payments:
- not later than one (1) year
- later than one (1) year and not later than five (5) years
- later than five (5) years
Less: Future interest charges
Present value of hire-purchase and lease payments
Repayable as follows:
Current liabilities:
- not later than one (1) year Non-current liabilities:
- later than one (1) year and not later than five (5) years
- later than five (5) years
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
817
1,384
-
996
2,147
50
322
419
-
322
741
-
2,201
(200)
3,193
(316)
741
(45)
1,063
(82)
2,001
2,877
696
981
724
870
298
285
1,277
-
1,958
49
398
-
696
-
1,277
2,007
398
696
2,001
2,877
696
981
113
114
23. TERM LOANS
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
-
508
-
-
4,280
4,661
-
-
1,612
1,641
-
-
3,187
-
-
-
5,899
-
-
-
14,978
6,810
-
-
-
30,000
-
30,000
14,978
36,810
-
30,000
Secured
Term loan I is repayable by 96 equal monthly installments of
RM10,665 each commencing August 2005
Term loan II is repayable as follows:
- 12 equal monthly installments of RM48,652 each
commencing January 2006
Term loan III is repayable by 300 equal monthly installments of
SGD3,286 (RM7,885) each commencing January 2006
Term loan IV is repayable as follows:
commencing October 2009
Term loan V is repayable as follows:
commencing November 2010
Unsecured
Term loan VI is repayable by 1 repayment of RM30,000,000
at the end of 5 years from 3 June 2004
23. TERM LOANS (cont’d)
Repayable as follows:
Current liabilities:
- within one (1) year Non-current liabilities:
- more than one (1) year and less than five (5) years
- more than five (5) years
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
679
30,534
-
30,000
4,262
10,037
6,276
-
-
-
-
14,299
6,276
-
-
14,978
36,810
-
30,000
Term loan I is secured by means of legal charge over long term leasehold land and buildings of a subsidiary and guaranteed
by the Company. The term loan I was fully settled during the financial year.
Term loans II, III, IV and V are secured by means of legal charge over freehold land and buildings of subsidiaries and guaranteed
by the Company.
Term loan VI is unsecured and obtained from a financial institution where a condition is imposed on the Company to subscribe
for the subordinated bonds issued pursuant to the Primary Collateralised Loan Obligations Transactions and shall be limited
to 10% of the principal amount of the term loan (Note 13). The subordinated bonds are unquoted and are to be held until the
maturity of the term loan. The term loan VI was fully settled during the financial year.
There are no fixed repricing periods for these loans.
24. TRADE AND OTHER PAYABLES
Trade payables
Third parties
Other payables, deposits and accruals Amounts owing to subsidiaries Other payables
Deferred income
Deposits
Accruals
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
10,403
12,229
-
-
-
3,300
-
1,070
8,191
-
3,434
8
1,238
10,767
277
176
-
-
1,046
87
547
14
12,561
15,447
1,499
648
22,964
27,676
1,499
648
115
116
24. TRADE AND OTHER PAYABLES (cont’d)
(a) Trade payables are non-interest bearing and the normal credit terms granted to the Group range from 30 to 90 days.
(b) Information on the financial risks of trade and other payables is disclosed in Note 37 to the financial statements.
(c) The currency exposure profile of payables are as follows:
Ringgit Malaysia
Chinese Renminbi
European Euro
Hong Kong Dollar
Singapore Dollar
US Dollar
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
16,215
974
1
368
5,016
390
19,609
926
16
463
6,375
287
1,499
-
-
-
-
-
648
-
22,964
27,676
1,499
648
25. COMMITMENTS
(a) Operating lease commitments
The Group had entered into non-cancellable lease arrangements for boutiques, offices and staff housing, resulting in future
rental commitments. The Group has aggregate future minimum lease commitments as at the balance sheet as follows:
Not later than one (1) year
Later than one (1) year and not later than five (5) years
Group
2009
RM’000
2008
RM’000
15,927
12,797
14,367
14,345
28,724
28,712
Certain lease rental are subject to contingent rental which are determined based on a percentage of sales generated from
boutiques.
(b) Capital commitments
Approved and contracted for:
Property, plant and equipment:
- properties under construction
- others
Group
2009
RM’000
2008
RM’000
2,439
7,242
12,584
6,226
9,681
18,810
26. CONTINGENT LIABILITIES
Company - Unsecured
As at 30 June 2009, the Company has given corporate guarantees amounting to RM122,000,000 (2008: RM123,740,000) to
financial institutions for banking facilities granted to and utilised by certain subsidiaries.
The amount of banking facilities utilised by the subsidiariesas at the financial year end:
- secured borrowings
- unsecured borrowings
27. REVENUE
Group
2009
RM’000
2008
RM’000
16,535
22,535
13,740
20,494
39,070
34,234
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
314,510
381
299,735
454
-
2,089
2,222
-
-
20,045
33,825
314,891
300,189
22,134
36,047
28. COST OF SALES
Inventories sold
2009
RM’000
2008
RM’000
135,763
120,427
29. FINANCE COSTS
Company
2009
2008
RM’000
RM’000
Sale of goods
Rental income
Dividend income from unquoted investments in
subsidiaries (gross)
Bank charges
Credit card charges
Genting World Card charges
Interest expense on:
- bank guarantee
- bank overdrafts
- bankers’ acceptances
- hire-purchase and lease
- term loans
- trust receipts
- others
Group
Group
2009
RM’000
2008
RM’000
926
483
11
731
385
12
22
-
-
10
-
24
152
997
138
2,441
69
9
-
289
645
137
2,736
104
12
1
1
-
37
1,938
-
-
11
29
2,376
-
5,250
5,051
1,999
2,426
117
118
30. PROFIT BEFORE TAX
Group
Note
Profit before tax is arrived at after charging:
Allowance for doubtful debts:
- trade
- non trade
Amortisation of trademark
10
Amortisation of prepaid lease payments for land
9
Auditors’ remuneration:
- Statutory
- Auditors of the ultimate holding company:
- current year
- under provision in prior years
- Other auditors:
- current year
- under/(over) provision in prior years
- Non statutory
Bad debts written off
Depreciation of property, plant and equipment
7
Directors’ remuneration:
- Fees
- payable by the Company
- payable by subsidiaries
- Emoluments other than fees
- payable by the Company
- payable by subsidiaries
Impairment loss on investment in a subsidiaries
Impairment loss on subordinated bonds
13
Inventories written off
15
Lease of office equipment
Loss on disposal of a subsidiary
Property, plant and equipment written off
7
Realised loss on foreign currency transactions
Rental of premises
Unrealised loss on foreign currency translation
And after crediting:
Allowance for doubtful debts no longer required
Fair value adjustments on investment properties
8
Gain on disposal of prepaid lease payments for land
Gain on disposal of property, plant and equipment
Interest income from:
- fixed deposits with licensed banks
- short term placements with licensed banks
- subsidiaries
- others
Profit received from trust fund accounts
Realised gain on foreign currency transactions
Rental income Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
132
21
-
7
-
1,786
2
7
-
2
-
-
9,227
-
216
-
213
16
25
-
25
4
152
5
22
6
12,958
138
(3)
14
-
10,418
-
-
5
-
1,066
5
816
306
215
306
386
306
-
306
-
1,825
1,230
-
3,000
187
41
-
300
240
20,156
-
73
2,182
-
-
265
31
-
571
186
14,697
305
1,825
-
5,700
3,000
-
-
3
-
-
-
-
73
112
180 184
59
282
-
526
-
489
1,172
-
-
-
-
111
116
-
139
837
726
50
105
181
-
17
774
214
45
-
31
302
119
443
102
-
136
1,316
430
-
30. PROFIT BEFORE TAX (cont’d)
And after crediting: (cont’d)
Reversal of impairment losses on prepaid lease
payments for land
Reversal of impairment losses on property,
plant and equipment
Unrealised gain on foreign currency translation
Group
Company
2009
2008
RM’000
RM’000
Note
2009
RM’000
2008
RM’000
9
-
4
-
-
7
41 103
61
-
-
720
-
31. TAX EXPENSE
Current tax expense based on profit for the financial year:
Malaysian income tax
Foreign income tax
Under/(Over) provision in prior years:
Malaysian income tax
Foreign income tax
Deferred tax (Note 14)
Relating to origination and reversal of temporary difference Relating to changes in tax rates
(Over)/Under provision in prior years
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
7,582
482
9,301
1,340
3,937
-
8,271
-
8,064
10,641
3,937
8,271
292
9
(109)
54
(95)
-
9
-
8,365
10,586
3,842
8,280
573
-
(485)
(397)
12
(90)
4
-
11
4
(3)
88
(475)
15
1
8,453
10,111
3,857
8,281
The Malaysian income tax is calculated at the statutory tax rate of 25% (2008: 26%) of the estimated taxable profits for the
fiscal year. The Malaysian statutory tax rate has been reduced to 25% from the previous financial year’s rate of 26% for the
fiscal year of assessment 2008. The computation of deferred tax as at 30 June 2009 has reflected these changes.
Tax expense for other taxation authorities are calculated at the rates prevailing in those respective jurisdictions.
119
120
31. TAX EXPENSE (cont’d)
The numerical reconciliation between the tax expense and the product of accounting profit multiplied by the applicable tax
rates of the Group and of the Company are as follows:
Profit before tax
Tax at Malaysian statutory tax rate of 25% (2008: 26%)
Tax effect in respect of:
Non-allowable expenses
Depreciation on non-qualifying property, plant and
equipment
Lower tax rates in foreign jurisdiction
Deferred tax assets not recognised
Non-taxable income
Tax incentive and allowances
Back claim of capital allowances on qualifying assets
Effect of changes in tax rate
Reduction in statutory tax rate on the first RM500,000
chargeable income for certain subsidiaries
(Over)/Under provision in prior years
Tax expense for the financial year
Group
2008
RM’000
29,515
38,334
7,650
22,402
7,379
9,967
1,913
5,824
1,888
1,438
2,200
2,573
586
(226)
434
(1,199)
(224)
-
(1)
788
(237)
476
(1,402)
(112)
(193)
(2)
232
-
-
(404)
-
-
-
183
(112)
(193)
-
-
(467)
-
-
8,637
(184)
10,256
(145)
3,941
(84)
8,275
6
8,453
10,111
3,857
8,281
Tax savings of the Group are as follows:
Arising from utilisation of previously unrecognised tax losses
Company
2009
2008
RM’000
RM’000
2009
RM’000
Group
2009
RM’000
2008
RM’000
141
107
The Group has unused tax losses and unabsorbed capital allowances of approximately RM7,497,000 (2008: RM5,307,000)
and RM114,000 (2008: RM827,000) respectively.
32. EARNINGS PER ORDINARY SHARE
Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial year attributable
to ordinary equity holders of the Company by the weighted average number of ordinary shares outstanding during the
financial year.
Profit attributable to equity holders of the Company (RM’000)
Weighted average number of ordinary shares in issue (’000)
Basic earnings per ordinary share (sen)
2009
2008
20,607
27,948
201,571
198,278
10.22
14.10
33. DIVIDENDS
Dividends paid:
First and final dividend paid in respect of financial year
ended 30 June 2008/2007
Special dividend paid in respect of financial year
ended 30 June 2008
Group and Company
2009
2008
Gross
Amount of
Gross
Amount of
dividend
dividend
dividend
dividend
per share
net of tax
per share
net of tax
Sen
RM’000
Sen
RM’000
2.5
3,779
3
4,333
2.5
3,779
-
-
5.0
7,558
3
4,333
A first and final dividend of 5% or 2.5 sen per share, less tax of 25%, amounting to RM3,779,472 and a special dividend
of 3% or 1.5 sen per share, less tax of 25%, amounting to RM2,267,683 in respect of the current financial year have been
proposed by the Directors after the balance sheet date for shareholders’ approval at the forthcoming Annual General Meeting.
The financial statements for the current financial year do not reflect these proposed dividends. These dividends, if approved by
members will be accounted for as an appropriation of retained profits in the financial year ending 30 June 2010.
34. EMPLOYEE BENEFITS
Wages, salaries and bonuses
Contributions to defined contribution plan
Social security contributions
Other benefits
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
38,595
4,323
449
6,040
37,573
4,118
323
5,839
2,367
273
3
47
371
27
-
49,407
47,853
2,690
398
35. RELATED PARTY DISCLOSURES
(a) Identities of related parties
Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party
or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the
Group and the party are subject to common control or common significant influence. Related parties may be individuals
or other entities.
The Company has controlling related party relationship with its direct and indirect subsidiaries.
Related party
Cassardi International Co Ltd
.
Relationship
A company in which a major shareholder of VR Directions Sdn Bhd,
a subsidiary, Boonnam Boonnamsap has substantial financial interests.
121
122
35. RELATED PARTY DISCLOSURES (cont’d)
(a) Identities of related parties (cont’d)
Related party
PT Super Prima
Long Bow Manufacturing (S) Pte Ltd
Bonia International Holdings Pte Ltd
Relationship
A company in which a Director of Banyan Sutera Sdn Bhd, a subsidiary,
Jonto Sunarso has substantial financial interests.
A company in which a Director, who is also a major shareholder of the Company has substantial financial interests.
A company in which a Director, who is also a major shareholder of the Company
has substantial financial interests.
(b) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the
following transactions with related parties during the year:
Group
Company
2009
2008
2009
2008
RM’000
RM’000
RM’000
RM’000
Interest income received/receivable from subsidiaries
Rental income received/ receivable from subsidiaries
Gross dividends received from subsidiaries
Management fees paid/payable to subsidiaries
Purchases from Cassardi International Co Ltd
Royalty paid/payable to:
- Cassardi International Co Ltd
- Bonia International Holdings Pte Ltd
Payment of permitted reimbursement expenses
paid to PT Super Prima
Sales of goods to: - PT Super Prima
- an associate - BBA International Co Ltd
Rental expense paid/payable to Long Bow
Manufacturing (S) Pte Ltd
-
-
-
-
439
-
-
-
-
412
302
2,089
20,045
842
-
1,316
2,222
33,825
906
-
612
1,398
615
571
-
-
-
1,434
2,626
-
-
2,760
1,379
4,908
1,340
-
-
-
200
116
-
-
The related party transactions described above were entered into in the normal course of business and have been
established under negotiated and mutually agreed terms.
(c) Compensation of key management personnel
The remuneration of Directors and other key management personnel during the financial year was as follows:
Short term employee benefits
Contributions to defined contribution plans
Group
Company
2009
2008
RM’000
RM’000
2009
RM’000
2008
RM’000
6,707
732
6,593
652
2,175
244
372
27
7,439
7,245
2,419
399
36. SEGMENT INFORMATION
(a) Reporting format
The primary segment reporting format is determined to be business segments as the Group’s risks and returns are
affected predominantly by differences in the products it produces.
Secondary information is reported geographically.
(b) Business segments
The Group’s comprises the following main business segments:
(i) Retailing
Designing, promoting and marketing of fashionable apparels, footwear, accessories and leather goods.
(ii) Manufacturing
Manufacturing and marketing of fashionable leather goods.
(iii) Investment and property development
Investment holding and rental and development of commercial properties.
(c) Geographical segments
The Group operates mainly in Malaysia and Singapore. In determining the geographical segments of the Group, revenue
is based on the geographical location of customers. Total assets and capital expenditure are based on the geographical
location of assets. The composition of each geographical segment is as follows:
(i) Malaysia :
(ii) Singapore :
Manufacturing, designing, promoting and marketing of fashionable apparel, footwear, accessories and
leather goods, and development of commercial properties.
Designing, promoting and marketing of fashionable apparels, footwear, accessories and leather
goods.
(d) Allocation basis and inter-segment pricing
Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated
on a reasonable basis.
Inter-segment pricing is based on negotiated terms with the respective related parties. Segment revenue, expenses and
results include transfer between business segments. These inter-segment transactions are eliminated on consolidation.
123
124
36. SEGMENT INFORMATION (cont’d)
The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other information by business
segment:
2009
Manu-
Retailing
facturing
RM’000
RM’000
Investment
and property
development Elimination
RM’000
RM’000
Consolidation
RM’000
Revenue
External sales
Inter-segment sales
314,498
-
12
15,909
381
9,937
-
(25,846)
314,891
-
Total
314,498
15,921
10,318
(25,846)
314,891
Results
Profit from operations
35,508
632
(16,070)
14,847
Finance costs
Share of loss of associates
34,917
(5,250)
(152)
Profit before tax
Tax expense
29,515
(8,453)
21,062
Other information
Segment assets
178,495
22,552
116,539
(76,813)
Unallocated asset
Total assets
Segment liabilities
31,158
8,075
2,167
(18,436)
Unallocated liabilities
Unallocated corporate borrowings
Total liabilities
Capital expenditure
12,123
9,000
5,252
-
Depreciation on property, plant and
equipment
10,550
603
1,805
-
Amortisation of prepaid lease payments
for land
-
7
-
-
Non-cash expenses other than
depreciation and amortisation
231
340
3,075
-
240,773
3,989
244,762
22,964
2,298
38,951
64,213
26,375
12,958
7
3,646
36. SEGMENT INFORMATION (cont’d)
(d) Allocation basis and inter-segment pricing (cont’d)
2008
Investment
Manu-
and property
Retailing
facturing
development Elimination
RM’000
RM’000
RM’000
RM’000
Revenue
External sales
299,730
5
454
-
Inter-segment sales
-
16,591
9,537
(26,128)
Total
299,730
16,596
9,991
(26,128)
Results
Profit from operations
48,734
872
(9,480)
3,220
Finance costs
Share of results of associates
Profit before tax
Tax expense
Other information
Segment assets
178,688
14,711
138,439
(70,343)
Unallocated assets
Total assets
Segment liabilities
50,042
5,691
2,359
(30,416)
Unallocated liabilities
Unallocated corporate borrowings
Total liabilities
Capital expenditure
14,046
4,679
2,376
-
Depreciation on property, plant and
equipment
8,434
412
1,572
-
Amortisation of prepaid lease
payments on land
-
7
-
-
Amortisation of trademarks
2
-
-
-
Non-cash expenses other than
depreciation and amortisation
29
240
1,191
-
Consolidation
RM’000
300,189
300,189
43,346
(5,051)
39
38,334
(10,111)
28,223
261,495
3,874
265,369
27,676
3,736
67,169
98,581
21,101
10,418
7
2
1,460
(e) The following table provides an analysis of the Group’s revenue, segment assets and capital expenditure by geographical
segment:
Malaysia
Singapore
Others
Revenue
2009
2008
RM’000
RM’000
Segment assets
2009
2008
RM’000
RM’000
Capital expenditure
2009
2008
RM’000
RM’000
226,342
55,746
32,803
204,323
55,764
40,102
188,190
39,842
12,741
208,903
30,956
21,636
22,185
2,501
1,689
17,267
2,506
1,328
314,891
300,189
240,773
261,495
26,375
21,101
125
126
37. FINANCIAL INSTRUMENTS
(a) Financial risk management objective and policies
The Board of Directors recognises the importance of financial risk management in the overall management of the Group’s
business. A sound risk management system will not only mitigate financial risk but will be able to create opportunities if
risk elements are properly managed.
The Group’s overall financial risk management objective is to ensure that the Group creates value for its shareholders
while minimising potential adverse effects on the performance of the Group. Financial risk management is carried out
through risk reviews, internal control systems and adherence to the Group’s financial risk management policies, set out as
follows:
(i) Interest rate risk
The Group’s income and operating cash flow are substantially independent of changes in market interest rates.
Interest rate exposure arises from the Group’s borrowings and fixed deposits and is managed through the use of fixed
and floating rate debts and deposits. The Group does not use derivative financial instruments to hedge its risk.
The following table set out the carrying amounts, the weighted average effective interest rate as at the balance sheet
date and the remaining maturities of the Group’s and the Company’s financial instruments that are exposed to interest
rate risk:
Weighted
average
effective
interest rate
Note
%
Group
At 30 June 2009
Fixed rate
Fixed deposits with
licensed banks
Hire-purchase and
lease creditors
Floating rate
Short term placements
with licensed banks
Placements with
licensed banks
Bank overdrafts
Trust receipts
Term loans
Within
More than
1 year
1 - 2 years 2 - 3 years 3 - 4 years 4 - 5 years 5 years Total
RM’000
RM’000
RM’000
RM’000
RM’000 RM’000 RM’000
17
0.73
5,944
-
-
-
-
-
5,944
22
5.24
(724)
(554)
(438)
(235)
(50)
-
(2,001)
17
1.79
13,430
-
-
-
-
-
13,430
17
21
21
21
23
2.14
5.91
4.74
5.71
5.97
13,595
(3,594)
(17,504)
(874)
(679)
-
-
-
-
(688)
-
-
-
-
(1,007)
-
-
-
-
(1,208)
-
-
-
-
(1,359)
-
-
-
-
(10,037)
13,595
(3,594)
(17,504)
(874)
(14,978)
37. FINANCIAL INSTRUMENTS (cont’d)
(a) Financial risk management objective and policies (cont’d)
(i) Interest rate risk (cont’d)
Weighted
average
effective
interest rate
Note
%
Group
At 30 June 2008
Fixed rate
Fixed deposits with
licensed banks
Hire-purchase and
lease creditors
Floating rate
Short term placements
with licensed banks
Placements with licensed
banks
Bank overdrafts
Trust receipts
Term loans
Within
More than
1 year
1 - 2 years 2 - 3 years 3 - 4 years 4 - 5 years 5 years Total
RM’000
RM’000
RM’000
RM’000
RM’000 RM’000 RM’000
17
2.01
4,105
-
-
-
-
-
4,105
22
5.04
(870)
(769)
(487)
(427)
(275)
(49)
(2,877)
17
2.58
6,700
-
-
-
-
-
6,700
17
21
21
21
23
2.89
8.74
4.05
6.34
7.15
40,290
(2,183)
(24,247)
(1,052)
(30,534)
-
-
-
-
(509)
-
-
-
-
(544)
-
-
-
-
(581)
-
-
-
-
(594)
-
-
-
-
(4,048)
40,290
(2,183)
(24,247)
(1,052)
(36,810)
22
4.29
(298)
(158)
(142)
(98)
-
-
(696)
21
7.05
(68)
-
-
-
-
-
(68)
22
4.31
(285)
(298)
(158)
(142)
(98)
-
(981)
17
21
23
1.71
8.75
7.40
25,201
(58)
(30,000)
-
-
-
-
-
-
-
-
-
-
-
-
-
-
-
25,201
(58)
(30,000)
Company
At 30 June 2009
Fixed rate
Hire-purchase and
lease creditors
Floating rate
Bank overdrafts
At 30 June 2008
Fixed rate
Hire-purchase and
lease creditors
Floating rate
Placements with
licensed banks
Bank overdrafts
Term loan
127
128
(a) Financial risk management objective and policies (cont’d)
(ii) Liquidity risk
The Group is actively managing its operating cash flow to ensure all commitments and funding needs are met. As part
of the overall liquidity management, it is the Group’s policy to ensure continuity in servicing its cash obligations in the
future by way of forecasting its cash commitments and to maintain sufficient levels of cash or cash equivalents to meet
its working capital requirements. In addition, the Group also maintains available banking facilities sufficient to meet its
operational needs.
(iii) Credit risk
Credit risk, which is the risk of counter parties defaulting, is controlled by the application of credit approvals, credit
limits and monitoring procedures. Credit evaluations are performed on all customers requiring credit and strictly
limiting the Group’s associations to parties with high credit worthiness. Trade receivables are monitored on an ongoing
basis to ensure that the Group is exposed to minimal credit risk.
The Group has no significant concentration of credit risk as at the balance sheet date. The maximum exposures to
credit risk are represented by the carrying amounts of the financial assets in the balance sheets.
In respect of the deposits, cash and bank balances placed with major financial institutions in Malaysia and Singapore,
the Directors believe that the possibility of non performance by these financial institutions is remote on the basis of
their financial strength.
(iv) Foreign currency exchange risk
The Group is exposed to foreign currency exchange risk as a result of the Group’s transactions with foreign trade
receivables and trade payables. The Group monitors the movement in foreign currency exchange rates closely to
ensure their exposures are minimised.
(b) Fair values
The carrying amounts of the financial instruments of the Group and of the Company as at balance sheet date approximate
their fair values except as set out below:
Group
Company
Carrying
Fair
Carrying
Fair
Amount
value
amount
Value
Note
RM’000
RM’000
RM’000
RM’000
At 30 June 2009
Non-current unquoted investments
Term loans
13
22
23
596
(2,001)
(14,978)
#
(1,969)
(14,287)
-
(696)
-
(667)
-
13
22
23
590
(2,877)
(36,810)
#
(2,761)
(37,035)
-
(981)
(30,000)
(962)
(30,253)
At 30 June 2008
Non-current unquoted investments
Term loans
#
It is not practical to estimate the fair value of the long term unquoted investments because of the lack of quoted
market prices and the inability to estimate fair value without incurring excessive costs. The Directors believe that the
carrying amount will not be significantly different from the recoverable amount.
(b) Fair values (cont’d)
The following methods and assumptions are used to determine the fair value of financial instruments:
(i) The carrying amounts of the financial assets and liabilities maturing within 12 months approximate their fair values due
to the relatively short term maturity of these financial instruments issued.
(ii) The fair value of borrowings is estimated based on the current market rates offered for loans of the similar nature.
38. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
(a) On 21 July 2008, Kin Sheng Group Limited (“KSG”), a wholly-owned subsidiary of the Company, had incorporated a
wholly-owned subsidiary in China, which is known as Guangzhou Bonia Fashions Co Ltd.
(b) On 23 December 2008, KSG had acquired the entire 100% equity interest in Guangzhou Jia Li Bao Leather Fashion Co
Ltd for a total cash consideration of USD650,000 from Active World Pte Ltd, another wholly-owned subsidiary of the
Company.
(c) On 3 March 2009, Active World Pte Ltd, a wholly-owned subsidiary of the Company, had incorporated a wholly-owned
subsidiary in Singapore which is known as SCRL Pte Ltd.
(d) On 16 March 2009, Active World Pte Ltd, a wholly-owned subsidiary of the Company, had incorporated a wholly-owned
subsidiary in Singapore which is known as SBLS Pte Ltd.
(e) On 6 April 2009, the Company had transferred its entire 100% equity interest in Kin Sheng International Trading Co Ltd to
KSG for a total cash consideration of HKD10,000.
(f) On 4 May 2009, the Company had acquired 100,000 ordinary shares of RM1.00 each representing 10% equity interest in
Banyan Sutera Sdn Bhd (“BSSB”) from a minority shareholder, for a total cash consideration of RM1.00 only. Subsequent
to the acquisition, the Company is now holding 100% equity interest in BSSB.
(g) On 1 June 2009, Mcore Sdn Bhd, a 60% owned subsidiary of the Company, had acquired 150,000 ordinary shares of
RM1.00 each representing 30% equity interest in Apex Marble Sdn Bhd (“AMSB”) from a minority shareholder, for a total
cash consideration of RM1.00 only. Subsequent to the acquisition, Mcore Sdn Bhd is now holding 90% equity interest
in AMSB.
(h) On 17 June 2009, the Company had incorporated a wholly-owned subsidiary in Malaysia which is known as SCARPA
Marketing Sdn Bhd.
129
130
39. SIGNIFICANT EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE
(a) On 30 July 2009, Mcore Sdn Bhd, a 60% owned subsidiary of the Company, had acquired additional 50,000 ordinary
shares of RM1.00 each representing 10% equity interest in Apex Marble Sdn Bhd (“AMSB”) from a minority shareholder,
for a total cash consideration of RM1.00 only. Subsequent to the acquisition, AMSB becomes a wholly-owned subsidiary
of Mcore Sdn Bhd.
(b) On 6 August 2009, the Company disposed off 24,500 ordinary shares of THB100 each representing 49% equity interest
in BBA International Co Ltd, an associate of the Company, for a total cash consideration of THB1,236,139 only.
40. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with the current year’s presentation.
As restated
RM’000
Income statements
Selling and distribution expenses General and administrative expenses
85,191
55,263
As
previously
reported
RM’000
74,670
65,784
analysis of Shareholdings
as at 7 October 2009
ANALYSIS OF SHAREHOLDINGS
Authorised Share Capital
Issued Share Capital
Paid-up Share Capital
Class of Shares
Voting Right
:
:
:
:
:
RM500,000,000
201,571,850 Ordinary Shares
RM100,785,925
Ordinary Shares of RM0.50 each
1 Vote per Ordinary Share
Size of Shareholdings
No. of
Shareholders
%
No. of Shares
%
Less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued shares 5% of issued shares and above 42
241
1,021
254
53
5
2.60
14.91
63.18
15.72
3.28
0.31
1,732
184,990
4,651,070
7,612,494
61,309,074
127,812,490
*
0.09
2.31
3.78
30.41
63.41
Total
1,616
100.00
201,571,850
100.00
*
Negligible
SUBSTANTIAL SHAREHOLDERS
Name
Permodalan Nasional Berhad
Bonia Holdings Sdn Bhd
Amanah Raya Nominees (Tempatan) Sdn Bhd
No. of Shares
%
52,109,598
49,996,992
14,379,500 25.85
24.80
7.13
11,326,400 5.62
[Beneficiary: Skim Amanah Saham Bumiputera]
Cimsec Nominees (Asing) Sdn Bhd
[Beneficiary: Exempt An For CIMB-GK Securities Pte Ltd (Retail Clients)]
DIRECTORS’ SHAREHOLDings
Name Chiang Sang Sem
Chiang Fong Yee
Shareholdings
Direct %
2,367,000
856,300
1.17
0.42
-
305,000
500,000
599,000
-
-
-
-
-
0.15
0.25
0.30
-
-
-
-
Indirect
62,109,226 ^^^
10,000 ^
%
30.81
*
Alternate Director to Mr Chiang Sang Sem
Chiang Heng Kieng
Chiang Sang Bon
Chong Chin Look
Chiang Fong Tat
Lim Fong Boon
Chong Sai Sin
69,000 ^
59,000 ^^
-
25,000 ^
-
-
-
-
0.03
0.03
0.01
-
^^^Deemed interested through his substantial shareholdings in Bonia Holdings Sdn Bhd, Kontrak Kosmomaz Sdn Bhd, SGP Investment Pte Ltd,
Golden Shine Finance Limited and through his spouse and children.
^^ Deemed interested through his spouse and child.
^
Deemed interested through his spouse.
*
Negligible
131
132
analysis of Shareholdings
as at 7 October 2009 (cont’d)
THIRTY LARGEST SHAREHOLDERS AS PER THE RECORD OF DEPOSITORS
1.
2.
3.
Name [Beneficiary: AmBank (M) Berhad For Bonia Holdings Sdn Bhd]
PERMODALAN NASIONAL BERHAD
BONIA HOLDINGS SDN BHD
AMSEC NOMINEES (TEMPATAN) SDN BHD 4.
AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD
[Beneficiary: Skim Amanah Saham Bumiputera]
5.
CIMSEC NOMINEES (ASING) SDN BHD
[Beneficiary: Exempt An For CIMB-GK Securities Pte Ltd (Retail Clients)] 6.
HSBC NOMINEES (ASING) SDN BHD
[Beneficiary: Exempt An For HSBC Private Bank (Suisse) S.A. (Spore TST Accl)]
7.
8.
9.
10.
11.
KONTRAK KOSMOMAZ SDN BHD
LEE ENG CHENG LIM KWEE LIAN SUDISAMA SDN BHD CITIGROUP NOMINEES (ASING) SDN BHD
[Beneficiary: GSCO For Truffle Hound Global Value LLC] 12. NIK HATMAH BINTI NIK HASSAN 13. AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD 5,583,434
4,850,000
4,826,200
4,755,600
3,261,900
2.77
2.41
2.39
2.36
1.62
2,835,000
2,772,700
1.41
1.38
2,487,400
1.23
2,367,000
2,000,000
1.17
0.99
1,569,300
0.78
1,200,000
0.60
1,016,200
0.50
777,500
729,000
690,400
0.39
0.36
0.34
599,000
543,546
538,300
0.30
0.27
0.27
520,200
0.26
500,000
465,000
464,800
0.25
0.23
0.23
417,898
0.21
183,362,668
90.97
[Beneficiary: Pledged Securities Account For Loke See Ooi]
30. CHIANG SANG YAU
4.85
[Beneficiary: Exempted - Trust Account For EPF Investment For Member Savings Scheme]
27. CHONG CHIN LOOK
28. CHIANG BOON TIAN
29. RHB CAPITAL NOMINEES (TEMPATAN) SDN BHD 9,779,800
[Beneficiary: CIMB Aviva Assurance Berhad (CAFM)] 26. BHLB TRUSTEE BERHAD
5.62
[Beneficiary: As Beneficial Owner (Unitlinked GF)]
23. CHIANG FONG TAT 24. NISSIN SDN BHD 25. SBB NOMINEES (TEMPATAN) SDN BHD
11,326,400 [Beneficiary: Exempt An For Prudential Fund Management Berhad]
20. CHONG SEE MOI 21. CHIANG FONG YEE 22. HONG LEONG ASSURANCE BERHAD
7.13
[Beneficiary: Pledged Securities Account For Golden Shine Finance Limited]
19. CITIGROUP NOMINEES (TEMPATAN) SDN BHD
14,379,500 [Beneficiary: Kim Eng Securities Pte Ltd For Exquisite Holdings Limited]
18. HLB NOMINEES (ASING) SDN BHD
25.85
15.55
9.25
[Beneficiary: Amtrustee Berhad For HLG Strategic Fund (UT-HLG-SF)]
17. KE-ZAN NOMINEES (ASING) SDN BHD
52,109,598
31,351,992
18,645,000
[Beneficiary: Exempt An For Credit Suisse (SG BR-TST-Asing)] 15. CHIANG SANG SEM 16. AMSEC NOMINEES (TEMPATAN) SDN BHD
%
[Beneficiary: Public Dividend Select Fund ]
14. HSBC NOMINEES (ASING) SDN BHD
No. of Shares
Total
List of properties
held by the Group as at 30 June 2009
Existing
Location of Property
Description
Tenure
Use
ATALY INDUSTRIES SDN BHD
CT No. 28834 PT No. 20501
No. 29, Jalan Budiman
Taman Midah, Cheras
56000 Kuala Lumpur
Age of
Building
(Year)
Land
Area
(Sq Ft)
Net Book
Date
Value
of
RM’000 Acquisition
2-storey Terrace House
Freehold
Hostel
27
1,540
101 21/05/1992
Apartment
Freehold
Hostel
23
1,285
73 27/02/1993
Office cum
Warehouse
11
24,374
16,055 01/12/1998
Freehold
Vacant
15
432
PN No. 1339 Lot No. 385
Shopping
Unit 2B, 3.04 & 3.05
Complex Lot
KOMTAR Shopping Complex
10000 Pulau Pinang
Leasehold
(Expiring
in 2084)
Office
23
1,806
1,751 29/08/1994
PN No. 1339 Lot No. 385
Office Lot
Unit C2, 4.03B
KOMTAR Shopping Complex
10000 Pulau Pinang
Leasehold
(Expiring
in 2092)
Vacant
23
1,134
295 31/12/1994
Leasehold
(Expiring in
2085)
Office cum
Factory
23
135,100
3,048 07/02/1989
Freehold
Hostel
17
3,199
73 12/06/1992
HS(D) No. 55365 Lot No. 21085
6-storey
Freehold
R&D Centre
1
15,600
10,720 No. 60, Jalan Kilang Midah
Industrial
cum
Taman Midah, Cheras
Building
Warehouse
56000 Kuala Lumpur
LUXURY PARADE SDN BHD
HS(D) No. 72947 PT No. 3865
6-storey
Leasehold
Rented Out
11
1,920
1,400 No. 3, Jalan 8/146, The Metro Centre
Shop-lot
(Expiring
(Partially)
Bandar Tasik Selatan
in 2087)
57000 Sungai Besi
Kuala Lumpur
31/01/2008
Geran 28306, Lot No. 51016
2G, Jasmine Court
100, Jalan Midah Timur
Taman Midah, Cheras
56000 Kuala Lumpur
BONIA CORPORATION BERHAD
GRN No. 50053
6-storey Office
Freehold
Lot No. 50644
cum Warehouse
No. 62, Jalan Kilang Midah
Taman Midah, Cheras
56000 Kuala Lumpur
CB HOLDINGS (MALAYSIA) SDN BHD
QT No. 85228 Lot No. 2794
Shopping
UG-51, Upper Ground Floor
Complex Lot
Plaza Phoenix
Batu 6, Jalan Cheras
56000 Kuala Lumpur
LONG BOW MANUFACTURING SDN BHD
Lot No. PT 428 HS(M) 387
Industrial Land
Lot 18, Merlimau Industrial Estate
and Building
Phase ll 77300 Merlimau
Melaka
Lot No. PT 683 HS(D) 1499
No. 1483, Jalan Jasin
Tmn Bunga Muhibbah
77300 Merlimau, Melaka
Single-Storey
Semi-detached
House
HS(D) No. 72948 PT No. 3866
6-storey
No. 5, Jalan 8/146, The Metro Centre
Shop-lot
Bandar Tasik Selatan
57000 Sungai Besi
Kuala Lumpur
Leasehold
(Expiring
in 2087)
Rented Out
(Partially)
11
1,920
- 17/05/1993
1,400 10/01/1995
10/01/1995
133
134
List of properties
held by the Group as at 30 June 2009 (cont’d)
Existing
Location of Property
Description
Tenure
Use
Age of
Building
(Year)
Land
Area
(Sq Ft)
Net Book
Date
Value
of
RM’000 Acquisition
HS(D) No. 59989-59990
PT 12201-12202
Unit No. G61 The Summit
Persiaran Kewajipan
USJ 1, UEP-Subang Jaya
46700 Subang Jaya
Selangor Darul Eshan
Shopping
Complex Lot
Freehold
Rented Out
11
1,020
1,220 16/01/1995
HS(D) No. 182 PT SEK 4
Unit No. G0.07, Plaza Bukit Mertajam
566, Jalan Arumugam Pillai
14000 Bukit Mertajam
Shopping
Complex Lot
Freehold
Rented Out
11
1,038
778 19/03/1995
HS(D) No. 55098 PT 4
Shopping
Unit No. 1.48, Level 3
Complex Lot
Plaza Uncang Emas
No. 85, Jalan Loke Yew
55200 Kuala Lumpur
Leasehold
(Expiring
in 2086)
Vacant
12
1,098
770 26/05/1995
The Club House Club House
Freehold
Angkasa Condominium
No. 5, Jalan Puncak Gading
Taman Connaught, Cheras
56000 Kuala Lumpur
Rented Out
(Partially)
3
7,599 3,000 03/02/2005
Condominium
Freehold
Rented Out
N.A
- 1,379 Covered &
(Partially)
Uncovered
Car Parks
20/06/2008
154 Units of Parking Bay
Angkasa Condominium
Mukim of Petaling
District of Wilayah Persekutuan
HS(D) No. 102556 PT8200
Office Lot
Freehold
3rd, 4th, 5th & 6th Floor, Asmah Tower
Mukim of Petaling
District of Wilayah Persekutuan
Wilayah Persekutuan
Office cum
Warehouse
4
28,540 HS(D) No. 76874-76878 PT 92 - 96
Shopping
Unit No L1-046 Plaza Rakyat
Complex Lot
Pudu, Kuala Lumpur
Leasehold
(Expiring
in 2081)
Under
Construction
N.A.
524
PN (WP) 10228 Lot No. 31627
Mukim of Petaling
Daerah Kuala Lumpur
Negeri Wilayah Persekutuan
Leasehold
(Expiring
in 2085)
Under
Construction
N.A.
13,595 06/01/2005
- 23/05/1996
3,953 15/01/2008
H.S.(D) No. 102559 P.T. No 8203
8 unit
Freehold
Rented Out
2
6,546 2,180 Mukim of Petaling
Shop Lots
(Partially)
District of Kuala Lumpur
A-0-1, A-0-2, A-0-7, A-0-8
B-0-5, B-0-6, B-0-7 & B-0-8
Puncak Banyan Condo
Jalan 3/118B, Taman Sri Cendekia
56000 Kuala Lumpur
13/03/2009
ACTIVE WORLD PTE LTD
Mukim 25 Lot No.U18781L
158, Haig Road
#16-01, Haig Court
Singapore 438794
3-storey
Detached
Factory
6,651 Condominium
Freehold
Hostel
5
1,463 2,048 05/09/2005
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Eighteenth Annual General Meeting of the Company
will be held at Parameswara Room, Level 2, Mines Wellness Hotel, Jalan Dulang, MINES Resort
City, 43300 Seri Kembangan, Selangor Darul Ehsan on Wednesday, 25 November 2009 at
12.00 noon for the transaction of the following businesses:
1. To receive the Directors’ Report and the Audited Financial Statements for the financial year
ended 30 June 2009 together with the Auditors’ Report thereon.
To refer to Explanatory
Note 1
2. To declare a First and Final Dividend of 5% less 25% Income Tax and a Special Dividend of 3%
less 25% Income Tax for the financial year ended 30 June 2009.
Ordinary Resolution 1
3. To approve the payment of Directors’ fees for the financial year ended 30 June 2009.
4. To re-elect Mr Chong Sai Sin who retires pursuant to Article 90 of the Articles of Association of
the Company.
5. To re-elect the following Directors who retire pursuant to Article 96 of the Articles of Association
of the Company:
(i) Mr Chiang Sang Sem
(ii) Mr Lim Fong Boon
(iii) Dato’ Shahbudin Bin Imam Mohamad
6. To re-appoint Messrs BDO Binder as Auditors of the Company and to authorise the Directors to
fix their remuneration.
7. To consider and if thought fit, to pass the following Ordinary Resolution with or without
amendments or modifications:
Authority to Issue Shares pursuant to Section 132D of the Companies Act 1965
“THAT pursuant to Section 132D of the Companies Act 1965, and subject to the approvals
of the relevant governmental and/or regulatory authorities, the Directors be and are hereby
empowered to issue shares in the Company at any time and upon such terms and conditions,
for such purposes as the Directors may, in their absolute discretion deem fit, provided that the
aggregate number of shares issued in any one financial year of the Company does not exceed
ten per centum (10%) of the issued share capital of the Company for the time being and that
the Directors be and are hereby also empowered to obtain approval for the listing of and
quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that
such authority shall continue in force until the conclusion of the next Annual General Meeting
of the Company.”
8. To transact any other ordinary business of the Company for which due notice shall have been given.
NOTICE OF DIVIDEND PAYMENT
NOTICE IS HEREBY GIVEN THAT, subject to the approval of the shareholders of the Company at the Eighteenth Annual General
Meeting, the First and Final Dividend of 5% less 25% Income Tax and a Special Dividend of 3% less 25% Income Tax for the
financial year ended 30 June 2009 will be paid on 16 December 2009 to the Depositors whose names appear in the Record of
Depositors at the close of business on 3 December 2009.
135
136
Notice of Annual General Meeting
(cont’d)
A Depositor shall qualify for the entitlement to the dividends only in respect of:
a) Shares transferred into the Depositors’ Securities Accounts before 4.00 p.m. on 3 December 2009 in respect of ordinary
transfers; and
b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
By Order of the Board
TING OI LING
TEOH KOK JONG
Company Secretaries
Kuala Lumpur
3 November 2009
Notes:
1.
A member is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote in his place. A proxy
need not be a member of the Company.
2.
The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executed under its
common seal or attorney duly authorised in that behalf.
3.
All proxies must be deposited at the Company’s Registered Office situated at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran
Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Meeting or at any adjournment thereof.
Explanatory Notes:
Item 1 of the Agenda
To receive the Directors’ Report and the Audited Financial Statements for the financial year ended 30 June 2009 together with the
Auditors’ Report thereon
This item is meant for discussion only as the provision of Section 169 (1) of the Companies Act 1965 does not require shareholders’ approval for
the Audited Financial Statements. Henceforth, this item is not put forward for voting.
Item 7 of the Agenda
Authority to Issue Shares pursuant to Section 132D of the Companies Act 1965
The proposed Ordinary Resolution 8 is for the purpose of granting a renewal general mandate (“General Mandate”) and empowering the Directors
of the Company, pursuant to Section 132D of the Companies Act 1965 to issue new shares in the Company from time to time provided that
aggregate number of shares issued pursuant to the General Mandate does not exceed ten per centum (10%) of the issued share capital of the
Company for such purposes as the Directors consider would be in the interest of the Company. This would avoid any delay and cost involved in
convening a general meeting to approve such an issue of shares. This authority will, unless revoked or varied by the Company at a general meeting,
expire at the conclusion of the next annual general meeting or the expiration of the period within which the next annual general meeting is required
by law to be held, whichever is the earlier.
As at the date of this Notice, no new shares in the Company were issued pursuant to the mandate granted to the Directors at the last annual general
meeting held on 24 November 2008 and which will lapse at the conclusion of the forthcoming annual general meeting.
The General Mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to further placing of
shares, for the purpose of funding future investment project(s), working capital and/or acquisitions.
Statement Accompanying The Notice of Annual General Meeting
pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad
1. The Directors who are standing for re-election at the Eighteenth Annual General Meeting
a) The Director standings for re-election pursuant to Article 90 of the Articles of Association of the Company is:
(i) Mr Chong Sai Sin
b) The Directors standing for re-election pursuant to Article 96 of the Articles of Association of the Company are:
(i) Mr Chiang Sang Sem
(ii) Mr Lim Fong Boon
(iii) Dato’ Shahbudin Bin Imam Mohamad
The profiles of the above Directors are set out in the section entitled “Profile of Directors” on pages 6 to 13. Their respective
shareholdings in the Company and its subsidiaries are set out in the section entitled “Analysis of Shareholdings” on page 131.
2. The Details of Attendance of the Directors at Board Meetings
The details of attendance of each Director at the Board Meetings are set out on page 13.
3. The Date, Time and Place of the Annual General Meeting
The Eighteenth Annual General Meeting of the Company will be held as follows:
Date
Time
25 November 2009
12.00 noon
Wednesday
Place
Parameswara Room
Level 2, Mines Wellness Hotel
Jalan Dulang, MINES Resort City
43300 Seri Kembangan
Selangor Darul Ehsan
137
This page has been intentionally left blank.
Proxy Form
BONIA CORPORATION BERHAD
(223934-T)
I/We_______________________________________________________________________________________________________________
(FULL NAME IN BLOCK LETTERS)
of_________________________________________________________________________________________________________________
being a member/members of BONIA CORPORATION BERHAD hereby appoint __________________________________________
_____________________________________________________________________ (I/C No.: _______________________________) of
___________________________________________________________________________________________________________________
(ADDRESS)
____________________________________________________________________________________________________________________
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf, at the Eighteenth Annual
General Meeting of the Company to be held at Parameswara Room, Level 2, Mines Wellness Hotel, Jalan Dulang, MINES Resort
City, 43300 Seri Kembangan, Selangor Darul Ehsan on Wednesday, 25 November 2009 at 12.00 noon or at any adjournment
thereof, as indicated below:
No. Resolutions
1.
Declaration of First and Final Dividend and Special Dividend
2.
Approval for the payment of Directors’ fees
3.
Re-election of Mr Chong Sai Sin as Director
4.
Re-election of Mr Chiang Sang Sem as Director
5.
Re-election of Mr Lim Fong Boon as Director
6.
Re-election of Dato’ Shahbudin Bin Imam Mohamad as Director
7.
Re-appointment of Auditors, BDO Binder
8.
Authority to Issue Shares
For
Against
Please indicate with a ( P ) in the appropriate box against the resolution how you wish your vote to be cast. If no specific direction
as to voting is given, the proxy will vote or abstain at his discretion.
Signature/Seal of the Shareholder: _________________________________ No. of Shares
CDS Account No.
Date: ________________________________
Notes:
1. A member is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote in his place. A proxy
need not be a member of the Company.
2. The Proxy Form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executed under its
common seal or attorney duly authorised in that behalf.
3. All proxies must be deposited at the Company’s Registered Office situated at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran
Syed Putra. 59200 Kuala Lumpur not less than forty-eight (48) hours before the time for holding the Meeting or at any adjournment thereof.
Fold this flap for sealing
Fold here
AFFIX
STAMP
THE COMPANY SECRETARY
BONIA CORPORATION BERHAD (223934-T)
Level 18, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Fold here
w w w.b o n ia .c
om

Annual Report 2009 - Bonia

Transcription

Similar documents

Zhulian-USM Joint Laboratory - School of Industrial Technology

progressive impact corporation berhad (“picorp”) a total

FA Newsletter 3rd edition

State Water Supply Concession awarded to SAJ Holdings

Brahim`s caps meals at RM10

Corporate Responsibility - National University of Singapore

OUM Education Brochure

Natural Wellness Industries

Wait - RAYMA Sdn Bhd

student management system (sms)