SDB_190056_Sdb corporate_6IBM.

Transcription

The Sime Darby Group
Sime Darby Berhad is Malaysia’s leading multinational and one of
Southeast Asia’s largest conglomerates. Founded in 1910, the Company
has grown from a single company offering a single product and service
in one country into a strong and dynamic international Group with a
comprehensive range of business activities carried out by more than
24,000 employees in over 260 companies in 20 countries. Known for its
financial and management capabilities, Sime Darby is listed on the Main
Board of Bursa Malaysia Securities Berhad with a market capitalisation
in excess of US$3.4 billion as at 30th June 2004.
Today, in addition to its original plantations core business activity, Sime
Darby is also a major player in the motor vehicle distribution, heavy
equipment distribution, property, and energy industries. While the core
businesses are located in Malaysia, the Group has extensive trading and
manufacturing interests in the People’s Republic of China (including Hong
Kong SAR and Macau SAR), Singapore and Australia. The Group also
operates in Negara Brunei Darussalam, Indonesia, Thailand, Vietnam,
the Philippines, United Kingdom, Egypt, New Zealand, the Solomon
Islands, Papua New Guinea and New Caledonia.
Cover Rationale
The close-up of a single palm frond against a white background on the cover of
Sime Darby Berhad's 2004 Annual Report represents the Company's clarity and
single-minded focus on growing its span of business activities and network of
operations throughout the Asia Pacific region towards increasing shareholder
value and sustainable long-term growth.
The palm frond also serves as a reminder of where the Group's growth and
wealth began more than 90 years ago - in Plantations, its pioneer core business
activity.
Contents
Notice of Annual General Meeting and
2-42-4
Statement Accompanying The Notice of Annual General Meeting
Group Financial Highlights
5
Corporate Information
6 - 10 6 - 10
Report On The Audit & Accounts Committee
11 - 13 11 - 13
Statement On Corporate Governance
14 - 19 14 - 19
Statement On Internal Control
20 - 21 20 - 21
Statement On Directors’ Responsibility
22 22
Chairman’s Statement
23 - 25 23 - 25
Operations Report
26 - 43 26 - 45
Financial Statements
44 - 98 48 - 98
List Of Properties Held
99 - 103 99 -
Sime Darby Management Team
104 104
Analysis Of Shareholdings
105 - 106 1 0 5 -
106
Financial Calendar & Share Price Movement
107 107
Form Of Proxy
109
1
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Twenty-Sixth Annual General Meeting of Sime Darby Berhad will be held at Nirwana Ballroom
1, Mutiara Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur, Malaysia on Thursday, 4th November 2004 at 11.30 a.m. for the
following purposes:AS ORDINARY BUSINESS
a. To receive the Directors’ Report and the Financial Statements for the year ended 30th June 2004 and
the Auditors’ Report thereon.
(Resolution 1)
b.
To declare a final dividend for the year ended 30th June 2004.
(Resolution 2)
c.
To consider and, if thought fit, pass the following resolutions pursuant to Section 129(6) of the Companies
Act, 1965:(i) “That, pursuant to Section 129(6) of the Companies Act, 1965, Tunku Tan Sri Dato’ Seri Ahmad bin
Tunku Yahaya be re-appointed a Director of the Company to hold office until the conclusion of the next
Annual General Meeting.”
(Resolution 3)
(ii) “That, pursuant to Section 129(6) of the Companies Act, 1965, Michael Wong Pakshong be reappointed a Director of the Company to hold office until the conclusion of the next Annual General
Meeting.”
(Resolution 4)
(iii) “That, pursuant to Section 129(6) of the Companies Act, 1965, Raja Tan Sri Muhammad Alias bin
Raja Muhammad Ali be re-appointed a Director of the Company to hold office until the conclusion of
the next Annual General Meeting.”
(Resolution 5)
To elect the following Director:Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid
(Resolution 6)
To re-elect the following Directors:Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid
Martin Giles Manen
Tan Sri Datuk Dr. Ahmad Tajuddin bin Ali
(Resolution 7)
(Resolution 8)
(Resolution 9)
To re-appoint PricewaterhouseCoopers as Auditors of the Company and to authorise the Directors to fix
their remuneration.
(Resolution 10)
AS SPECIAL BUSINESS
g. To consider and, if thought fit, pass the following Ordinary Resolution:Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
“That, subject always to the Companies Act, 1965, the Articles of Association of the Company and the
approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby
authorised, pursuant to Section 132D of the Companies Act, 1965, to allot and issue shares in the
Company at any time until the conclusion of the next Annual General Meeting and upon such terms and
conditions and for such purposes as the Directors may, in their absolute discretion, deem fit provided
that the aggregate number of shares to be issued does not exceed ten per centum of the issued share
capital of the Company for the time being.”
(Resolution 11)
d.
e.
f.
h.
To consider and, if thought fit, pass the following Ordinary Resolution:Proposed Share Buy-back
“That, subject to compliance with the Companies Act, 1965 and all other applicable laws, guidelines, rules
and regulations, approval be and is hereby given to the Company to utilise up to an amount not exceeding
RM1 billion from the retained profits and share premium account of the Company, to purchase such
amount of ordinary shares of RM0.50 each in the Company as may be determined by the Directors of
the Company from time to time through Bursa Malaysia Securities Berhad upon such terms and
conditions as the Directors may deem fit and expedient in the interests of the Company provided that the
aggregate number of shares to be purchased and/or held pursuant to this resolution does not exceed ten
per centum of the issued and paid-up ordinary share capital of the Company;
And that an amount not exceeding a total of RM1 billion, out of the Company’s retained profits and share
premium account be allocated for the proposed share buy-back, using internally generated funds;
And that such authority shall commence upon the passing of this resolution, until the conclusion of the
next Annual General Meeting of the Company, or the expiry of the period within which the next Annual
General Meeting is required by law to be held at which time the resolution shall lapse, or until the
authority is revoked or varied by Ordinary Resolution of the shareholders of the Company in general
meeting, whichever occurs first;
2
And that authority be and is hereby given to the Directors of the Company to decide in their discretion to
retain the ordinary shares in the Company so purchased by the Company as treasury shares and/or to
cancel them and/or to resell them and/or to distribute them as share dividends;
And that authority be and is hereby given to the Directors of the Company to take all such steps as are
necessary (including the appointment of stockbroking firms and the opening and maintaining of Central
Depository Accounts designated as Share Buy-back Accounts) and to enter into any agreements,
arrangements and guarantees with any party or parties to implement, finalise and give full effect to the
aforesaid with full powers to assent to any conditions, modifications, variations and/or amendments (if
any) as may be imposed by the relevant authorities.”
i.
(Resolution 12)
To consider and, if thought fit, pass the following Ordinary Resolution:Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
“That, subject to the Companies Act, 1965, the Memorandum and Articles of Association of the Company
and the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to
the Company and/or its subsidiary companies to enter into all arrangements and/or transactions involving
the interests of Directors, major shareholders or persons connected with the Directors and/or major
shareholders of the Company and/or its subsidiary companies (“Related Parties”) as specified in Section
2.1 of the Circular to Shareholders dated 11th October 2004 provided that such arrangements and/or
transactions are:(i) recurrent transactions of a revenue or trading nature;
(ii) necessary for the day-to-day operations;
(iii) carried out in the ordinary course of business on normal commercial terms which are not more
favourable to the Related Parties than those generally available to the public; and
(iv) are not to the detriment of the minority shareholders
(the “Mandate”);
And that the Mandate, unless revoked or varied by the Company in a general meeting, shall continue in
force until the conclusion of the next Annual General Meeting of the Company or the expiration of the
period within which the next Annual General Meeting is required to be held pursuant to Section 143(1)
of the Companies Act, 1965 (but shall not extend to such extensions as may be allowed pursuant to
Section 143(2) of the Act);
j.
And further that the Directors of the Company be authorised to complete and do all such acts and things
(including executing all such documents as may be required) as they may consider expedient or necessary
to give effect to the Mandate.”
(Resolution 13)
To consider and, if thought fit, pass the following Ordinary Resolution:Proposed Allocation of Options to Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid
“That the Board of Directors of the Company be and is hereby authorised at any time and from time to
time to offer and to grant to Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid, being a full time
executive director of the Company, options to subscribe for such number of ordinary shares in the share
capital of the Company as the Board of Directors deems fit, provided that such number of ordinary shares
shall not exceed his maximum allowable allotment of 350,000 new ordinary shares in the Company
pursuant to the Sime Darby Employees’ Share Option Scheme, subject always to the terms and conditions
of the Bye-Laws of the Scheme and/or any adjustments thereto which may be made in accordance with
the Bye-Laws.”
(Resolution 14)
By Order of the Board
Yeoh Poh Yew, Nancy
Group Secretary
Kuala Lumpur
11th October 2004
Saleha binti M. Ramly
Joint Group Secretary
Note
A member of the Company entitled to attend and vote at this meeting is also entitled to appoint one or more proxies to attend and
vote in his stead. A proxy need not be a member of the Company. A Form of Proxy is enclosed herewith and should be completed
and deposited at the office of the Share Registrar of the Company not less than 48 hours before the time fixed for the meeting.
3
EXPLANATORY NOTES ON SPECIAL BUSINESSES
(1) Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act, 1965
The Company continues to consider opportunities to broaden the operating base and earnings potential of the Company. If any
of the expansion/diversification proposals involves the issue of new shares, the Directors, under present circumstances, would
have to convene a general meeting to approve the issue of new shares even though the number involved may be less than ten
per centum of the issued capital.
In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus
considered appropriate that the Directors be empowered, as proposed in Resolution 11, to allot and issue shares in the
Company, up to an amount not exceeding in total ten per centum of the issued share capital of the Company for the time being,
for such purpose. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual
General Meeting of the Company.
(2) Proposed Share Buy-back
The proposed Resolution 12, if passed, will empower the Directors to purchase the Company’s shares of up to ten per centum
of the issued and paid-up share capital of the Company by utilising the funds allocated out of the retained profits and the share
premium account of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion
of the next Annual General Meeting of the Company.
(3) Proposed Shareholders’ Mandate for Recurrent Related Party Transactions
The proposed Resolution 13, if passed, will enable the Company and/or its subsidiaries to enter into recurrent transactions
involving the interests of Related Parties, which are of a revenue or trading nature and necessary for the Group’s day-to-day
operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment
of the minority shareholders of the Company.
Based on the Company’s audited financial statements for the year ended 30th June 2004, the Company’s retained profits and
share premium account stood at RM976.3 million and RM2,515.4 million respectively.
(4) Proposed Allocation of Options to Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid
The proposed Resolution 14, if passed, will enable the Directors to offer and grant to Dato’ Ahmad Zubair @ Ahmad Zubir bin
Haji Murshid, options to subscribe for up to 350,000 new ordinary shares in the Company pursuant to the Sime Darby
Employees’ Share Option Scheme.
Further information on the Proposed Share Buy-back and the Proposed Shareholders’ Mandate for Recurrent Related Party
Transactions is set out in the Share Buy-back Statement and Circular to Shareholders dated 11th October 2004, despatched
together with the Company’s 2004 Annual Report.
Statement Accompanying The Notice of Annual General Meeting
1.
DIRECTORS WHO ARE STANDING FOR RE-APPOINTMENT OR RE-ELECTION
The Directors standing for re-appointment under Section 129(6) of the Companies Act, 1965, are:(a) Tunku Tan Sri Dato’ Seri Ahmad bin Tunku Yahaya
(b) Michael Wong Pakshong
(c) Raja Tan Sri Muhammad Alias bin Raja Muhammad Ali
The Director standing for election is:(a) Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid
The Directors standing for re-election are:(a) Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid
(b) Martin Giles Manen
(c) Tan Sri Datuk Dr. Ahmad Tajuddin bin Ali
The profiles of the above Directors are set out in the section entitled “Corporate Information” on pages 6 to 10. Their shareholdings
in the Company and its subsidiaries are set out in the section entitled “Analysis Of Shareholdings” on page 105.
2.
DATE, TIME AND PLACE OF THE ANNUAL GENERAL MEETING
The Twenty-Sixth Annual General Meeting of Sime Darby Berhad will be held as follows:Date :
Thursday, 4th November 2004
Time :
11:30 a.m.
Place :
Nirwana Ballroom 1, Mutiara Hotel
Jalan Sultan Ismail
50250 Kuala Lumpur
Malaysia
4
Group Financial Highlights
RM Million
2004
2003
2002
2001
2000
1999
1998
14,903.5
13,717.8
12,053.1
11,817.1
10,971.5
9,910.5
12,075.8
1,343.6
1,284.1
1,148.1
1,130.5
1,199.1
1,018.2
(70.7)
Net Profit/(Loss)
918.7
809.7
742.9
617.0
769.5
821.8
(540.9)
Net Profit excluding
unusual items
836.5
797.8
776.4
695.2
622.3
727.2
682.1
Shareholders' Funds
8,424.7
7,969.2
7,442.1
6,771.9
6,728.8
6,454.6
5,911.0
Sen per Share
2004
2003
2002
2001
2000
1999
1998
Earnings/(Loss) per Share
39.4
34.8
31.9
26.5
33.1
35.3
(23.3)
Earnings per Share
excluding unusual items
35.8
34.3
33.3
29.9
26.8
31.3
29.3
Dividends per Share – Net
20.1
19.1
17.0
17.1
17.0
16.0
2.9
Revenue
Profit/(Loss) Before Taxation
5
BOARD OF DIRECTORS
Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid
P.M.N., S.P.M.P., D.G.S.M., S.S.M.T., S.P.N.S., S.P.D.K., S.S.S.A., D.P.C.M., S.I.M.P., P.N.B.S., S.P.M.T., J.M.N., S.M.P., P.J.K.
(Non-Independent Non-Executive Chairman)
Tunku Tan Sri Dato’ Seri Ahmad bin Tunku Yahaya
P.S.M., S.S.D.K., D.S.D.K., J.M.N., J.S.D.
(Independent Non-Executive Deputy Chairman)
Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid
D.S.K.
(Group Chief Executive)
Martin Giles Manen
(Group Finance Director)
Tan Sri Abu Talib bin Othman
P.M.N., P.S.M., S.I.M.P., S.S.S.A., D.G.S.M., D.P.M.S., D.M.P.N., D.C.S.M., J.S.M., K.M.N., P.P.T.
(Independent Non-Executive Director)
SECRETARIES
Yeoh Poh Yew, Nancy (Group Secretary)
Saleha binti M. Ramly (Joint Group Secretary)
P.S.M., P.J.N., S.I.M.P., D.P.C.M., D.P.M.P., J.M.N., A.M.N.
AUDITORS
PricewaterhouseCoopers
Datuk Khatijah binti Ahmad
P.J.N.
REGISTERED OFFICE
21st Floor, Wisma Sime Darby,
Jalan Raja Laut,
50350 Kuala Lumpur, Malaysia.
Telephone: 603-26914122
Telefax: 603-26987398
Web Site: http://www.simedarby.com
E-Mail: enquiries@simenet.com
Dr. David Li Kwok Po
G.B.S., O.B.E., J.P.
Raja Tan Sri Muhammad Alias bin Raja Muhammad Ali
P.S.M.
SHARE REGISTRAR
Symphony Share Registrars Sdn Bhd
(formerly known as Malaysian Share Registration
Services Sdn Bhd)
(378993-D)
Level 26, Menara Multi-Purpose,
Capital Square, No. 8, Jalan Munshi Abdullah,
50100 Kuala Lumpur, Malaysia.
Telephone: 603-27212222
Telefax: 603-27212530, 603-27212531
Michael Wong Kuan Lee
J.M.N.
Michael Wong Pakshong
6
TAN SRI DATO’ SERI (DR.) AHMAD SARJI BIN ABDUL HAMID
YBhg. Tan Sri Dato’ Seri (Dr.) Ahmad Sarji, 66, a Malaysian, is a Non-Independent Non-Executive Director and the Chairman of Sime
Darby Berhad. He was appointed to the Board on 4th August 1998. YBhg. Tan Sri Dato’ Seri is a graduate of the University of
Malaya, The Institute of Social Studies, The Hague and Harvard University. He was previously the Chief Secretary to the
Government. Other Malaysian public companies in which he is a director are Permodalan Nasional Berhad, Golden Hope Plantations
Berhad, MNI Holdings Berhad, NCB Holdings Berhad, Petaling Garden Berhad, Kontena Nasional Berhad, Yayasan Pelaburan
Bumiputra, Pelaburan Hartanah Nasional Berhad, Amanah Saham Nasional Berhad, Pengurusan Pelaburan ASW 2020 Berhad and
Pengurusan Pelaburan ASN Berhad. YBhg. Tan Sri Dato’ Seri chairs the Executive Committee and the Nomination Committee of
the Board. He does not have any family relationship with any director and/or major shareholder of Sime Darby Berhad, nor any
personal interest in any business arrangement involving the Company, except that he is also the Chairman of Permodalan Nasional
Berhad, a major shareholder of Sime Darby Berhad. He attended all of the twelve (12) Board Meetings held in the year ended 30th
June 2004.
TUNKU TAN SRI DATO’ SERI AHMAD BIN TUNKU YAHAYA
YM Tunku Tan Sri Dato’ Seri Ahmad, 75, a Malaysian, is an Independent Non-Executive Director and the Deputy Chairman of Sime
Darby Berhad. He was appointed to the Board on 4th January 1979. YM Tunku Tan Sri Dato’ Seri Ahmad is an honours graduate
in Economics from the University of Bristol and a Certified Accountant. He joined Dunlop Malaysian Industries Berhad in 1962 and
served as Managing Director from 1973 until 1978 when he left to join Sime Darby Berhad. He was a director of the Malaysian
Central Bank for 28 years before retiring in 1995. Other Malaysian public companies in which he is a director are Tractors Malaysia
Holdings Berhad, KLCC Projeks Berhad, Kuala Lumpur City Centre Development Berhad, Kuala Lumpur City Park Berhad, KLCC
(Holdings) Berhad and KLCC Property Holdings Berhad. YM Tunku Tan Sri Dato’ Seri Ahmad is a member of the Executive
Committee, the Special Committee and the Finance Committee and chairs the Audit & Accounts Committee and the ESOS
Committee of the Board. He does not have any family relationship with any director and/or major shareholder of Sime Darby Berhad,
nor any personal interest in any business arrangement involving the Company. He attended eleven (11) out of the twelve (12) Board
Meetings held in the year ended 30th June 2004.
DATO’ AHMAD ZUBAIR @ AHMAD ZUBIR BIN HAJI MURSHID
YBhg. Dato’ Ahmad Zubir, 47, a Malaysian, is a Non-Independent Executive Director and the Group Chief Executive of Sime Darby
Berhad. He was appointed to the Board on 13th June 2004. YBhg. Dato’ Ahmad Zubir holds a degree in Industrial Engineering
from the University of Wales. He has held many senior positions in the Sime Darby Berhad Group since joining the Group in 1981.
Prior to his current appointment as the Group Chief Executive, he was the Managing Director of DMIB Berhad and the Director of
Sime Darby Berhad’s Heavy Equipment/Power and Allied Products Group. Other Malaysian public companies in which he is a
director are Sime UEP Properties Berhad, Tractors Malaysia Holdings Berhad, Sime Engineering Services Berhad, SD Holdings
Berhad, Sime Malaysia Region Berhad and Port Dickson Power Berhad. YBhg. Dato’ Ahmad Zubir is a member of the Executive
Committee and the ESOS Committee of the Board. He does not have any family relationship with any director and/or major
shareholder of Sime Darby Berhad, nor any personal interest in any business arrangement involving the Company. He attended the
one (1) Board Meeting held from the date of his appointment on 13th June 2004, to 30th June 2004.
7
MARTIN GILES MANEN
Mr. Manen, 49, a Malaysian, is a Non-Independent Executive Director and the Group Finance Director of Sime Darby Berhad. He
was appointed to the Board on 30th May 2001. Mr. Manen, a chartered accountant, is a member of the Malaysian Accounting
Standards Board and the Chairman of the International Fiscal Association - Malaysia Branch. He joined Sime Darby Berhad in 1986
and served as Group Tax Controller and Group Secretary prior to appointment as the Group Finance Director in April 2001. Other
Malaysian public companies in which he is a director are DMIB Berhad, Sime UEP Properties Berhad, Tractors Malaysia Holdings
Berhad, Sime Engineering Services Berhad, Consolidated Plantations Berhad, Kuala Lumpur Golf & Country Club Berhad, SD
Holdings Berhad and Malaysian Oriental Holdings Berhad. Mr. Manen is a member of the ESOS Committee and the Finance
Committee of the Board. He does not have any family relationship with any director and/or major shareholder of Sime Darby Berhad,
nor any personal interest in any business arrangement involving the Company. He attended all of the twelve (12) Board Meetings
held in the year ended 30th June 2004.
TAN SRI ABU TALIB BIN OTHMAN
YBhg. Tan Sri Abu Talib, 65, a Malaysian, is an Independent Non-Executive Director. He was appointed to the Board on 16th
November 1998. YBhg. Tan Sri Abu Talib is a Barrister-at-law and has served in various capacities in the Judicial and Legal service
of the Government of Malaysia, including as Attorney-General of Malaysia. Other Malaysian public companies in which he is a
director are British American Tobacco (Malaysia) Berhad, IGB Corporation Berhad, Alliance Unit Trust Management Berhad, MUI
Continental Insurance Berhad and CYL Corporation Berhad. YBhg. Tan Sri Abu Talib is a member of the Executive Committee, the
Remuneration Committee and the Special Committee of the Board. He does not have any family relationship with any director
and/or major shareholder of Sime Darby Berhad, nor any personal interest in any business arrangement involving the Company. He
attended eleven (11) out of the twelve (12) Board Meetings held in the year ended 30th June 2004.
TAN SRI DATUK DR. AHMAD TAJUDDIN BIN ALI
YBhg. Tan Sri Datuk Dr. Ahmad Tajuddin, 56, a Malaysian, is an Independent Non-Executive Director. He was appointed to the Board
on 22nd June 2001. He holds a Degree in Mechanical Engineering from King’s College, University of London, a Ph.D in Nuclear
Engineering from Queen Mary’s College, University of London and an Honorary Degree of Doctor of Science from Universiti Putra
Malaysia. YBhg. Tan Sri Datuk Dr. Ahmad Tajuddin was previously the Director-General of SIRIM Berhad and the Executive Chairman
of Tenaga Nasional Berhad. Other Malaysian public companies in which he is a director are Sime Engineering Services Berhad,
Tracoma Holdings Berhad, Malaysian Oxygen Berhad, Bangi Golf Berhad and Tronoh Mines Malaysia Berhad. YBhg. Tan Sri Datuk
Dr. Ahmad Tajuddin is a member of the Audit & Accounts Committee and the ESOS Committee of the Board. He does not have any
family relationship with any director and/or major shareholder of Sime Darby Berhad, nor any personal interest in any business
arrangement involving the Company. He attended all of the twelve (12) Board Meetings held in the year ended 30th June 2004.
8
DATUK KHATIJAH BINTI AHMAD
YBhg. Datuk Khatijah, 64, a Malaysian, is an Independent Non-Executive Director. She was appointed to the Board on 13th
September 1997. YBhg. Datuk Khatijah holds an Honours Degree in Economics from the London School of Economics & Political
Science of the University of London. She is the Chairman of the KAF group of companies, a financial services group which she
founded in 1973. Other Malaysian public companies in which she is a director are Sime Engineering Services Berhad, KAF
Discounts Berhad and KAF-Seagroatt & Campbell Berhad. YBhg. Datuk Khatijah is a member of the Audit & Accounts Committee,
the Remuneration Committee, the ESOS Committee and the Special Committee, and chairs the Finance Committee of the Board.
She does not have any family relationship with any director and/or major shareholder of Sime Darby Berhad, nor any personal
interest in any business arrangement involving the Company. She attended ten (10) out of the twelve (12) Board Meetings held in
the year ended 30th June 2004.
DR. DAVID LI KWOK PO
Dr. Li, 65, a British citizen, is an Independent Non-Executive Director. He was appointed to the Board on 5th September 1992. Dr.
Li is a Cambridge University Economics and Law graduate and a Fellow of both the Institute of Chartered Accountants in England
and Wales and the Institute of Bankers. He is presently the Chairman and Chief Executive of The Bank of East Asia Limited. He
is a director of various companies in the Hong Kong S.A.R. Dr. Li is a member of the Nomination Committee of the Board. He
does not have any family relationship with any director and/or major shareholder of Sime Darby Berhad, nor any personal interest
in any business arrangement involving the Company. He attended ten (10) out of the twelve (12) Board Meetings held in the year
ended 30th June 2004.
RAJA TAN SRI MUHAMMAD ALIAS BIN RAJA MUHAMMAD ALI
YM Raja Tan Sri Muhammad Alias, 72, a Malaysian, is an Independent Non-Executive Director. He was appointed to the Board on
16th November 1998. He graduated with a Bachelor of Arts (Hons) from University Malaya, Singapore and holds a Certificate of
Public Administration from the Royal Institute of Public Administration, London. He held various positions in Government service
and was the Chairman of Felda from May 1979 to June 2001. Other Malaysian public companies in which he is a director are
Consolidated Plantations Berhad, Malayan Banking Berhad, Kuala Lumpur Kepong Berhad, Batu Kawan Berhad, Kumpulan Guthrie
Berhad, Highlands & Lowlands Berhad and Mayban Fortis Holdings Berhad. YM Raja Tan Sri Muhammad Alias is a member of the
Executive Committee and the Audit & Accounts Committee and chairs the Remuneration Committee and the Special Committee of
the Board. He does not have any family relationship with any director and/or major shareholder of Sime Darby Berhad, nor any
personal interest in any business arrangement involving the Company. He attended eleven (11) out of the twelve (12) Board
Meetings held in the year ended 30th June 2004.
9
MICHAEL WONG KUAN LEE
Mr. Wong, 66, a Malaysian, is an Independent Non-Executive Director. He was appointed to the Board on 7th September 1991.
Mr. Wong holds a Law Degree from the University of Singapore. He joined Messrs. Shook Lin & Bok, a legal firm, in 1964 and
resigned in 1991 as its Chief Executive Partner but remains as a consultant. He previously served as a Senator in the Malaysia
Parliament and as a director of the Malaysian Central Bank. Other Malaysian public companies in which he is a director are Tractors
Malaysia Holdings Berhad and Keck Seng (Malaysia) Berhad. He is a member of the Audit & Accounts Committee, the Nomination
Committee, the Remuneration Committee and the Special Committee of the Board and he is the Senior Independent Director to
whom all concerns may be conveyed. He does not have any family relationship with any director and/or major shareholder of Sime
Darby Berhad, nor any personal interest in any business arrangement involving the Company. He attended nine (9) out of the twelve
(12) Board Meetings held in the year ended 30th June 2004.
MICHAEL WONG PAKSHONG
Mr. Wong, 73, a Singaporean, is an Independent Non-Executive Director. He was appointed to the Board on 15th April 1981. Mr.
Wong is a chartered accountant and was formerly the Managing Director of the Monetary Authority of Singapore. Other Malaysian
public companies in which he is a director are GEL Capital (Malaysia) Berhad, Great Eastern Life Assurance (Malaysia) Berhad,
Overseas Assurance Corporation (Malaysia) Bhd and Overseas Assurance Corporation (Holdings) Bhd. He does not have any family
relationship with any director and/or major shareholder of Sime Darby Berhad, nor any personal interest in any business
arrangement involving the Company. He attended eleven (11) out of the twelve (12) Board Meetings held in the year ended 30th
June 2004.
10
The Board of Directors of Sime Darby Berhad is pleased to present the report on the Audit & Accounts Committee of the Board
for the year ended 30th June 2004.
The Audit & Accounts Committee was established by a resolution of the Board on 12th October 1981.
Members and meetings
The members of the Audit & Accounts Committee during the year comprised the Directors listed below. During the year ended
30th June 2004, the Committee held meetings on 28th August 2003, 28th November 2003, 20th February 2004 and 25th May
2004 respectively, a total of four (4) meetings.
Name
Status of directorship
Independent
Attendance of meetings
Tunku Tan Sri Dato’ Seri
Ahmad bin Tunku Yahaya
(appointed as Chairman of the Committee
on 24th February 2004)
Non-Executive Director
and a Certified
Accountant
Yes
Attended 3 out of 4 meetings
Raja Tan Sri Muhammad Alias
bin Raja Muhammad Ali
Yes
Yes
Tan Sri Datuk Dr. Ahmad
Tajuddin bin Ali
Yes
(appointed on 24th February 2004)
Yes
Attended 1 out of 1 meeting
held from date of appointment
to 30th June 2004
Dato’ Mohamed Azman bin Yahya
(resigned as Chairman and member
of the Committee on 24th February 2004)
and a member of the
Malaysian Institute of
Accountants
Yes
held from 1st July 2003 to
date of resignation
Terms of reference
The terms of reference of the Committee are as follows:Membership
The Committee shall be appointed by the Board from amongst their number and shall consist of not less than three (3) members,
a majority of whom shall be independent Directors and at least one of whom shall be a member of the Malaysian Institute of
Accountants or one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act, 1967. The
Chairman of the Committee shall be an independent non-executive Director appointed by the Board.
Meetings and minutes
Meetings shall be held not less than four (4) times a year and the Group Chief Executive, Group Finance Director, Chief Internal
Audit Manager and a representative of the external auditors shall normally be invited to attend the meetings. Other members of
the Board may attend the meetings upon the invitation of the Committee. At least once a year, the Committee shall meet the
external auditors without any executive Directors present. The quorum shall be two (2) members, a majority of whom must be
independent Directors. Minutes of each meeting shall be kept and distributed to each member of the Committee and of the Board.
The Chairman of the Committee shall report on each meeting to the Board. The Secretary to the Committee shall be the Group
Secretary.
Authority
The Committee is authorised by the Board:i. to investigate any activity within its terms of reference and shall have unrestricted access to both the internal and external
auditors and to all employees of the Group;
ii. to have the resources in order to perform its duties as set out in its terms of reference;
iii. to have full and unrestricted access to information pertaining to the Group and the Company;
iv. to have direct communication channels with the internal and external auditors; and
v. to obtain external legal or other independent professional advice as necessary.
Notwithstanding anything to the contrary hereinbefore stated, the Committee does not have executive powers and shall report to
the Board of Directors on matters considered and its recommendations thereon, pertaining to the Group and the Company.
11
Responsibility
Where the Committee is of the view that a matter reported by it to the Board of Directors has not been satisfactorily resolved
resulting in a breach of the Listing Requirements of Bursa Malaysia Securities Berhad, the Committee has the responsibility to
promptly report such matter to Bursa Malaysia Securities Berhad.
Review of the Committee
The performance of the Committee and each of the members shall be reviewed by the Board of Directors at least once every three
(3) years to determine whether the Committee and its members have carried out their duties in accordance with their terms of
reference in Corporate Governance Statement.
Duties
The duties of the Committee are:a. to consider the appointment, resignation and dismissal of external auditors and the audit fees;
b. to review the nature and scope of the audit with the internal and external auditors before the audit commences;
c. to review the quarterly and annual financial statements of the Group and the Company focusing on the matters set out below,
and thereafter to submit them to the Board:●
●
●
●
any changes in accounting policies and practices;
significant adjustments arising from the audit;
the going concern assumption;
compliance with accounting standards and regulatory requirements.
d. to discuss problems and reservations arising from the interim and final audits, and any matter the external auditors may wish
to discuss;
e. to review the audit reports prepared by the internal and external auditors, the major findings and management’s responses
thereto;
f. to review the adequacy of the scope, functions and resources of the internal and management audit department and whether it
has the necessary authority to carry out its work;
g. to consider the report, major findings and management’s response thereto on any internal investigations carried out by the
internal auditors;
h. to review any appraisal or assessment of the performance of executives in the internal and management audit department;
i. to approve any appointment or termination of senior executives in the internal and management audit department;
j. to be informed of any resignation of executives in the internal and management audit department and to provide the resigning
executive an opportunity to submit his/her reason for resignation;
k. to review the evaluation of the systems of internal control with the auditors;
l. to review the assistance given by the Group’s and the Company’s employees to the auditors;
m. to review related party transactions entered into by the Group and the Company to ensure that such transactions are undertaken
on the Group’s normal commercial terms and that the internal control procedures with regards to such transactions are
sufficient; and
n. any such other functions as may be agreed to by the Committee and the Board.
Activities of the Committee during the year
In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the year
ended 30th June 2004 in the discharge of its functions and duties:a. review of the audit plans for the year for the Group and the Company prepared by the internal and external auditors;
b. review of the audit reports for the Group and the Company prepared by the internal and external auditors and consideration of
the major findings by the auditors and management’s responses thereto;
c. review of the quarterly and annual reports of the Group and the Company prior to submission to the Board of Directors for
consideration and approval;
d. review of the environmental, safety and health reports for the Group and the Company prepared by the internal auditors and
consideration of their major findings and management’s responses thereto;
12
e. review of the related party transactions entered into by the Group and the Company and the disclosure of such transactions in
the annual report of the Company;
f. commissioning of special reviews on specific areas of operations;
g. review of the minutes of meetings of the audit committees of public listed and other subsidiary companies in the Group;
h. meeting with the external auditors without any executives present except the Group Secretary;
i. review of the composition of the audit committees of the Group;
j. review of the fees of the external auditors;
k. assessment of the effectiveness of the Internal & Management Audit function in the Group;
l. approval of the appointment of audit staff; and
m. review of the list of eligible employees and the allocation of options to be offered to them by the Company pursuant to the Sime
Darby Employees’ Share Option Scheme.
Internal and management audit functions
The Company has an Internal and Management Audit Department whose principal responsibility is to undertake regular and
systematic reviews of the systems of controls so as to provide reasonable assurance that such systems continue to operate
satisfactorily and effectively in the Group and the Company. The Department is also responsible for the conduct of regular and
systematic reviews of environmental, safety and health issues in the Group and the Company. The attainment of such objectives
involves the following activities being carried out by the Department:a. reviewing and appraising the soundness, adequacy and application of accounting, financial and other controls and promoting
effective control in the Group and the Company at reasonable cost;
b. ascertaining the extent of compliance with established policies, procedures and statutory requirements;
c. ascertaining the extent to which the Group’s and the Company’s assets are accounted for and safeguarded from losses of all
kinds;
d. appraising the reliability and usefulness of information developed within the Group and the Company for management;
e. recommending improvements to the existing systems of controls;
f. carrying out audit work in liaison with the external auditors to maximise the use of resources and for effective coverage of audit
risks;
g. carrying out investigations and special reviews requested by management and/or the Audit & Accounts Committee of the
Company;
h. carrying out environmental, safety and health audits on the Group and the Company; and
i. identifying opportunities to improve the operations of and processes in the Group and the Company.
Statement by the Audit & Accounts Committee
The Committee confirms that the allocation of options offered by the Company to eligible employees of the Group complies with the
Bye-Laws of the Sime Darby Employees’ Share Option Scheme.
This report is made in accordance with a resolution of the Board of Directors dated 24th August 2004.
13
The Code
In March 2000, the Finance Committee on Corporate Governance issued the Malaysian Code on Corporate Governance (“the
Code”). The Code sets out principles and best practices on structures and processes that companies may use in their operations
towards achieving the optimal governance framework.
The Board of Sime Darby Berhad (“Sime Darby” or “the Company”) is committed to ensuring that the highest standards of corporate
governance are practised throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance
shareholder value and the financial performance of Sime Darby.
The Board of Sime Darby is pleased to make a disclosure to shareholders on the manner in which it has applied the principles of
good governance and the extent to which it has complied with the best practices set out in the Code. These principles and best
practices have been applied throughout the year ended 30th June 2004 and are regularly audited and reviewed to ensure
transparency and accountability. The only area of non-compliance with the Code is the recommended disclosure of details of the
remuneration of each director. Details of the Directors’ remuneration are set out in Note 2 to the financial statements by applicable
bands of RM50,000, which complies with the disclosure requirements under Bursa Malaysia Securities Berhad’s Listing
Requirements. The Board is of the view that the transparency and accountability aspects of corporate governance as applicable
to Directors’ remuneration are appropriately served by the band disclosure made.
The Board of Directors
The Board has the overall responsibility for corporate governance, strategic direction and overseeing the investments of the
Company.
The Board meets at least five (5) times a year, with additional meetings convened as necessary. During the year ended 30th June
2004, twelve (12) Board meetings were held. The members of the Board during the year, and their attendance at the meetings,
were as follows:Name of Directors
Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid (Chairman)
Tunku Tan Sri Dato’ Seri Ahmad bin Tunku Yahaya (Deputy Chairman)
(appointed as Director and Group Chief Executive on 13th June 2004)
Martin Giles Manen (Group Finance Director)
(resigned on 31st May 2004)
Tan Sri Nik Mohamed bin Nik Yaacob
(resigned as Director and Group Chief Executive on 12th June 2004)
No. of meetings attended
12 out of 12
11 out of 12
1 out of 1
12 out of 12
11 out of 12
12 out of 12
10 out of 12
10 out of 12
11 out of 12
9 out of 12
11 out of 12
8 out of 11
11 out of 11
Board balance
The Board currently has eleven (11) members, comprising nine (9) non-executive Directors (including the Chairman) and two (2)
executive Directors. Eight (8) of the eleven (11) Directors are independent Directors, which is in excess of Bursa Malaysia
Securities Berhad’s requirement of one-third. Together, the Directors have a wide range of legal, business, financial and technical
experience. This mix of skills and experience is vital for the successful direction of the Group. A brief profile of each Director is
presented on pages 7 to 10.
There is a clear division of responsibility between the Chairman and the Group Chief Executive to ensure that there is a balance of
power and authority. The role of the Chairman and the Group Chief Executive are separated and clearly defined. The Chairman is
responsible for ensuring Board effectiveness and conduct whilst the Group Chief Executive has overall responsibilities over the
operating units, organisational effectiveness and implementation of Board policies and decisions. The presence of independent nonexecutive Directors fulfils a pivotal role in corporate accountability. Although all the Directors have an equal responsibility for the
Group’s operations, the role of these independent non-executive Directors is particularly important as they provide unbiased and
independent views, advice and judgement to take account of the interests, not only of the Group, but also of shareholders,
employees, customers, suppliers and the many communities in which the Group conducts business.
14
Supply of information
All Directors are provided with an agenda and a set of Board papers prior to Board meetings. These are issued in sufficient time
to enable the Directors to obtain further explanations, where necessary, in order to be properly briefed before the meeting. The
Board papers include, among others, the following:i.
ii.
iii.
iv.
v.
quarterly financial report and a report on the Group’s cash and borrowings position;
minutes of meetings of the Group Management Committee;
minutes of meetings of all Committees of the Board;
quarterly risk management updates; and
annual business plans.
In addition, there is a schedule of matters reserved specifically for the Board’s decision, including the approval of corporate plans
and annual budgets, acquisitions and disposals of undertakings and properties of a substantial value, major investments and
financial decisions, and changes to the management and control structure within the Group, including key policies and procedures
and delegated authority limits.
Directors may obtain independent professional advice in the furtherance of their duties, at the Company’s expense.
All Directors have access to the advice and services of the Group Secretaries in carrying out their duties. The following Board
Committees have been established to assist the Board in the execution of its responsibilities. Apart from the Executive Committee,
the Remuneration Committee and the ESOS Committee, the other Committees listed below do not have executive powers but report
to the Board on all matters considered and their recommendations thereon. The terms of reference of each Committee have been
approved by the Board and, where applicable, comply with the recommendations of the Code.
a. Executive Committee
The Executive Committee is delegated with such powers to ensure the smooth and effective running of the Company. The
Executive Committee, as a general rule, meets on a monthly basis except for the months in which the Board has a meeting
scheduled. During the year ended 30th June 2004, only two (2) meetings were held due to the increased number of Board
Meetings. The members of the Executive Committee during the year, and their attendance at the meetings, were as follows:No. of meetings attended
2 out of 2
Name of member
(Chairman of the Executive Committee)
(appointed on 13th June 2004)
(resigned on 12th June 2004)
2 out of 2
*
2 out of 2
2 out of 2
2 out of 2
2 out of 2
* no meetings were held from the date of his appointment to 30th June 2004.
b. Audit & Accounts Committee
The Audit & Accounts Committee reviews issues of accounting policy and presentation for external financial reporting, monitors
the work of the internal audit function and ensures an objective and professional relationship is maintained with the external
auditors. The Committee has full access to the auditors both internal and external who, in turn, have access at all times to
the Chairman of the Committee. The Committee meets with the external auditors without any executive present except for the
Group Secretary, at least once a year.
In line with good corporate governance practice, none of the executive Directors are members of the Audit & Accounts
Committee.
During the year, the Board reviewed the performance of the Audit & Accounts Committee and its members to ensure that the
Committee and its members have carried out their duties in accordance with their terms of reference.
The report on the Audit & Accounts Committee is set out on pages 11 to 13.
15
c. Remuneration Committee
The Remuneration Committee is responsible for developing the Group’s remuneration policy and determining the remuneration
packages of executive employees of the Sime Darby Group, including that of its Malaysian public listed subsidiaries. The
Committee recommends to the respective Boards, the remuneration and terms and conditions of service of senior management
and the remuneration to be paid to each Director for his services as a member of the Board as well as Committees of the Board.
During the year ended 30th June 2004, seven (7) meetings were held. The members of the Remuneration Committee during
the year, all of whom are non-executive Directors, and their attendance at the meetings, were as follows:No. of meetings attended
Name of member
(Chairman of the Remuneration Committee)
7 out of 7
6 out of 7
6 out of 7
*
4 out of 7
* no meetings were held from the date of her appointment to 30th June 2004.
d. Nomination Committee
The Nomination Committee has been charged with identifying and recommending new nominees to the Boards as well as
committees of the Boards of Sime Darby Berhad and its Malaysian public listed subsidiaries and major subsidiaries. However,
all decisions on appointments are made by the respective Boards after considering the recommendations of the Committee.
The Committee will review the required mix of skills, experience and other qualities including core competencies which nonexecutive Directors should bring to the Board, evaluate the performance and contribution of each Director, evaluate the
effectiveness of the Board as a whole and identify areas for improvement. During the year ended 30th June 2004, five (5)
meetings were held. The members of the Nomination Committee during the year, all of whom are non-executive Directors and
a majority of whom are independent, and their attendance at the meetings, were as follows:No. of meetings attended
Name of member
(Chairman of the Nomination Committee)
5 out of 5
5 out of 5
5 out of 5
e. ESOS Committee
The ESOS Committee was established on 28th November 2001 to administer the Sime Darby Employees’ Share Option Scheme
in accordance with the objectives and regulations thereof and to determine participation eligibility, option offers and share
allocations and to attend to such other matters as may be required. During the year ended 30th June 2004, one (1) meeting
was held. The members of the ESOS Committee during the year, and their attendance at the meeting, were as follows:No. of meetings attended
Name of member
(Chairman of the ESOS Committee)
Martin Giles Manen
(resigned on 12th June 2004)
1 out of 1
1 out of 1
1 out of 1
1 out of 1
*
1 out of 1
* no meetings were held from the date of his appointment to 30th June 2004.
16
f.
Special Committee
The Special Committee was established on 25th March 2003 to review the organisational structure of the Sime Darby Group
and the succession plan for senior management in the Group.
During the year ended 30th June 2004, five (5) meetings were held. The members of the Special Committee during the year,
all of whom are non-executive Directors, and their attendance at the meetings, were as follows:No. of meetings attended
Name of member
(Chairman of the Special Committee)
5 out of 5
5
5
5
3
4
out
out
out
out
out
of
of
of
of
of
5
5
5
5
5
g. Finance Committee
The Finance Committee was established on 24th February 2004 to review certain proposals on capital hedging and interest
rate hedging made to the Board and to recommend to the Board the action to be taken. The Finance Committee was dissolved
on 30th March 2004 upon completion of its duties.
During the year ended 30th June 2004, one (1) meeting was held. The members of the Finance Committee during the year,
and their attendance at the meeting, were as follows:No. of meeting attended
Name of member
(Chairman of the Finance Committee)
Martin Giles Manen
1 out of 1
1 out of 1
1 out of 1
1 out of 1
Appointments to the Board
The Nomination Committee recommends the appointment of new Directors to the Board.
There is a familiarisation programme in place for new Board members, including visits to the Group’s businesses and meetings with
senior management as appropriate, to facilitate their understanding of the Group.
Re-election of the Directors
In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are subject to election by
shareholders at the first Annual General Meeting after their appointment.
Directors over seventy years of age are required to submit themselves for re-appointment by shareholders annually in accordance
with Section 129(6) of the Companies Act 1965.
In accordance with the Articles of Association, at least one-third of the remaining Directors are required to submit themselves for
re-election by rotation at each Annual General Meeting.
Directors’ Remuneration
The objective of the Company’s policy on Directors’ remuneration is to attract and retain the Directors of the calibre needed to run
the Group successfully. In the case of executive Directors, the component parts of the remuneration are structured so as to link
rewards to corporate and individual performance. Performance is measured against profits and other targets set from the
Company’s annual budget and plans, and from returns provided to shareholders. In the case of non-executive Directors, the level
of remuneration reflects the experience and level of responsibilities undertaken by the particular non-executive Director concerned.
The Remuneration Committee recommends to the Board the framework of the executive Directors’ remuneration and the
remuneration package for each executive Director. It is, nevertheless, the ultimate responsibility of the entire Board to approve
the remuneration of these Directors.
17
The annual fees payable to the non-executive Directors has been fixed by the shareholders of the Company at an amount not
exceeding, in aggregate, RM1,000,000. The determination of the fees of each non-executive Director is decided by the Board as
a whole. The Company reimburses reasonable expenses incurred by these Directors in the course of their duties as Directors.
The remuneration package comprises the following elements:1. Fee
The fee payable to each of the non-executive Directors is determined by the Board as authorised by the shareholders of the
Company.
2. Basic salary
The basic salary for each executive Director is recommended by the Remuneration Committee, taking into account the
performance of the individual, the inflation price index and information from independent sources on the rates of salary for
similar positions in other comparable companies. Salaries are reviewed annually.
3. Bonus scheme
The Group operates a bonus scheme for all employees, including the executive Directors. The criteria for the scheme is
dependent on various performance measures of the Group, together with an assessment of each individual’s performance during
the period. Bonuses payable to the executive Directors are approved by the Remuneration Committee.
4. Benefits-in-kind
Other customary benefits (such as private medical care, car, etc.) are made available as appropriate.
5. Retirement arrangements
In addition to the statutory contributions to the Employees Provident Fund, both the Company’s executive Directors participate
in the Sime Darby Malaysian Retirement Plan, a defined contribution plan with the objective of providing a lump sum payment
upon retirement or in the event of death in service.
6. Service contract
The Group Chief Executive has a three-year service contract with the Company. The notice period for termination of his
employment is three (3) months on either side.
The Group Finance Director does not have a service contract with the Company. The notice period for termination of his
employment is twelve (12) months on either side.
7. Directors’ share options
The movement in Directors’ share options during the year ended 30th June 2004 is set out on page 48.
Details of the Directors’ remuneration are set out on page 60.
Directors’ Training
All the Directors have attended the Mandatory Accreditation Programme prescribed by Bursa Malaysia Training Sdn Bhd. They also
continually attend education programmes and seminars to keep abreast with developments in the market place, such as seminars
accreditated under Bursa Malaysia Securities Berhad’s Continuing Education Programme.
The Company organises in-house training programmes, facilitated by industry experts, for Directors of listed companies in the
Group and senior management. These training programmes are accredited under Bursa Malaysia Securities Berhad’s Continuing
Education Programme.
In addition, most of the directors of the Group’s non-listed subsidiaries have attended the Corporate Directors’ Training Programme
as recommended by the Companies Commission of Malaysia.
Investor relations & Shareholder communication
The Board acknowledges the need for shareholders to be informed of all material business matters affecting the Company. In
addition to various announcements made during the year, the timely release of financial results on a quarterly basis provides
shareholders with an overview of the Group’s performance and operations. A press conference and an analysts’ briefing are held
after the quarterly financial results are released to Bursa Malaysia Securities Berhad. Summaries of the financial results are
advertised in daily newspapers and copies of the full announcement are supplied to shareholders and members of the public upon
request.
The Company has been using the Annual General Meeting, usually held in November each year, as a means of communicating with
shareholders. Shareholders who are unable to attend are allowed to appoint proxies to attend and vote on their behalf. Members of
the Board as well as the external auditors of the Company are present to answer questions raised at the meeting. Shareholders are
welcome to raise queries by contacting the Company at any time throughout the year and not just at the Annual General Meeting.
18
In addition, shareholders can obtain up-to-date information on the Group’s various activities by accessing its website at
www.simedarby.com. Press releases and the latest quarterly announcement of results of the Company can also be found on this
site.
Any queries or concerns regarding the Sime Darby Group may be conveyed to the following persons:i.
Michael Wong Kuan Lee, Senior Independent Director
Telephone number : 603-20311788
Facsimile number : 603-20311778
ii. Yeoh Poh Yew, Nancy, Group Secretary
Telephone number : 603-26914122 extension 2268
iii. Putri Rafidah Megat Khas, Group Manager - Communications
Telephone number : 603-26914122 extension 2269
Financial reporting
In presenting the annual financial statements and quarterly announcement of results to shareholders, the Directors aim to present
a balanced and understandable assessment of the Group’s financial position and prospects.
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.
Internal Control
The Malaysian Code on Corporate Governance requires the Board to maintain a sound system of internal control to safeguard
shareholders’ investment and the Group’s assets. Bursa Malaysia Securities Berhad’s “Statement on Internal Control: Guidance for
Directors of Public Listed Companies” provides guidance for compliance with these requirements.
Relationship with the auditors
Through the Audit & Accounts Committee, the Board has established transparent and appropriate relationships with the Group’s
auditors, both external and internal. The Committee meets with the external auditors without the presence of management, except
for the Group Secretary, at least once a year.
This statement is made in accordance with a resolution of the Board of Directors dated 24th August 2004.
19
Responsibility
The Board of Directors acknowledges responsibility for maintaining a sound system of internal control and for reviewing its adequacy
and integrity. The system of internal control designed to safeguard shareholders’ investment and the Group’s assets, by its nature
can only manage rather than eliminate the risk of failure to achieve business objectives, and inherently can only provide reasonable
and not absolute assurance against material misstatement or loss.
The Board has established procedures to implement in full the recommendations of the “Statement on Internal Control: Guidance
for Directors of Public Listed Companies” for the Company and its subsidiaries. These procedures are intended to provide an
ongoing process for identifying, evaluating and managing the significant risks faced by the Group, excluding associated companies.
The procedures, which are in place during the financial year ended 30th June 2004, are subject to regular review by the Board of
Directors.
Risk management
Risk policy
Risk management is regarded by the Board of Directors to be an integral part of the business operations. Management is
responsible for creating a risk-aware culture and for building the necessary knowledge for risk management. They also have the
responsibility for managing risks and internal control associated with the operations and ensuring compliance with the applicable
laws and regulations.
The main underlying principles of the Group’s policy are:
•
•
•
•
Informed risk management is an essential element of the Group’s business strategy
Effective risk management provides greater assurance that the Group’s vision and strategy will be achieved without surprises
Each Division (and each business unit therein) is expressly responsible for managing the risks associated with its business
objectives
All material risks are to be identified, analysed, treated, monitored and reported.
The implementation of the policy and risk management framework that includes the strategy, culture, people and technology is the
responsibility of the Group Chief Executive and members of the Management Committee.
Risk reporting
The Group’s risk management framework provides for regular review and reporting. The reports include an assessment of the
degree of risk, an evaluation of the effectiveness of the controls in place and the requirements for further controls. The key
elements of the process are:
•
•
•
•
Presentation of a summary of significant risks to the Board of Directors on a quarterly basis
Reporting of significant risks by subsidiaries in their annual management plan
Reporting of significant risks by Divisions to Sime Darby Berhad on a quarterly basis
Review and discussion of key risks during the management meetings of the business units.
Control structure and environment
The Board of Directors is committed to maintaining a strong control structure and environment for the proper conduct of the
Group’s business operations. The key elements are:
Operating structure with clearly defined lines of responsibility and delegated authority
The operating structure includes defined delegation of responsibilities to the committees of the Board, the management of Group
Head Office and the operating units.
Independence of the Audit & Accounts Committee
The Audit & Accounts Committee comprises non-executive members of the Board, with the majority being independent directors.
The Committee has full access to both internal and external auditors and it meets with the external auditors without any executive
present, except for the Group Secretary, at least once a year.
20
Written policies and procedures on the limits of delegated authority
The limits of delegated authority are clearly defined and set out in the Group Procedures and Authorities and the
Divisional/Operating Unit Standard Operating Procedures. These policies and procedures are reviewed regularly and updated when
necessary.
Corporate values
Corporate values, which emphasise ethical behaviour, are set out in the Group Business Code.
Comprehensive information system
This information system includes preparation and submission of annual management plans, budgets and other information to the
Board of Directors. Budgets prepared by operating units are regularly updated and explanation of variances is incorporated in the
monthly management reports. The Sime Darby Management Committee comprising the Group Chief Executive, the Group Finance
Director and all Divisional/Regional directors review the performance and results of operating units on a monthly basis.
Employee competency
Emphasis is placed on the quality and abilities of employees with continuing education, training and development being actively
encouraged through a wide variety of schemes and programmes.
Internal and Management Audit
The internal audit function, which reports directly to the Audit & Accounts Committee, conducts reviews on systems of control and
the effectiveness of the processes management has in place to identify, manage and report risks. The audit department is
adequately staffed by employees who are qualified to carry out their work.
Monitoring and review of the effectiveness of the system of internal control
The processes adopted to monitor and review the effectiveness of the system of internal control are:
•
regular confirmation by the chief executive officer and chief financial officer of the respective operating units on the effectiveness
of the system of internal control, highlighting any weaknesses and changes in risk profile. The same confirmation is provided
by the Group Chief Executive and Group Finance Director to the Board annually.
•
implementation of Control Self-Assessment (‘CSA’) during the year by selected operating units using the questionnaire
approach. The focus of the CSA is to ascertain compliance to procedures.
•
periodic examination of business processes and the state of internal control including control over quality, environmental, safety
and health issues by the internal and management audit function. Reports on the reviews carried out by the internal and
management audit function are submitted on a regular basis to the management and the Audit & Accounts Committee.
The monitoring, review and reporting arrangements in place give reasonable assurance that the structure of controls and its
operations are appropriate to the Group’s operations and that risks are at an acceptable level throughout the Group’s businesses.
Such arrangements, however, do not eliminate the possibility of human error or deliberate circumvention of control procedures by
employees and others.
21
Statement On Directors’ Responsibility
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 the Company at the end of the year and the results of the Group
and the Company for the 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.
The Directors consider that in preparing the financial statements for the year ended 30th June 2004 set out on pages 50 to 96,
the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgments and
estimates. The Directors have responsibility for ensuring that the Group and the Company keep accounting records which disclose
with reasonable accuracy the financial position of the Group and the Company and enable them to ensure that the financial
statements comply with the Act. The Directors have the general responsibility for taking such steps as are reasonably open to
them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.
22
On behalf of the Board of Directors of Sime Darby Berhad, it is my pleasure to present the Annual Report,
incorporating the Financial Statements of the Group and the Company for the year ended 30th June 2004.
Board of Directors
I am pleased to announce the appointment of Dato’ Ahmad Zubir Hj Murshid as the new Group Chief Executive with effect from 13th
June 2004. Dato’ Zubir has served the Group in various capacities over the last 23 years. Tan Sri Nik Mohamed bin Nik Yaacob
retired from his position as Group Chief Executive on 12th June 2004 after having served the Group for 19 years, the last 11 years
as Group Chief Executive. He has also resigned from the Board and from the Boards of all Group companies with effect from the
same date. The Board wishes to express its thanks and appreciation for his services to the Group. The Board also wishes to
express its thanks and appreciation to Dato’ Mohamed Azman bin Yahya, who resigned as a Director on 31st May 2004, for his
services to the Group.
Review of Operations
The Group achieved a profit before tax of RM1,343.6 million for the year, representing an increase of 5% over the figure for the
previous year. Overall, despite a challenging year for all core businesses, the performance of the Group has been good with higher
contribution mainly from the Property and Energy Divisions. The profit for the year was boosted by surpluses on disposals of
associated and subsidiary companies, properties and investments, partly offset by the provisions for claims and foreseeable
contract losses. The Group continued to undertake measures to improve operating efficiencies and financial performance of its
businesses and to compete more effectively in the business environment.
Net profit for the year of RM918.7 million was 13% higher than the profit for the previous year mainly due to the higher pre-tax
profit and lower taxation and minority interests.
ANALYSIS OF NET PROFIT
(Amounts in RM million)
2004
%
2003
%
Plantations
285.1
21.7
283.7
22.1
Property
358.1
27.3
255.4
19.9
Heavy Equipment Distribution
243.6
18.6
248.9
19.4
Motor Vehicle Distribution
204.0
15.6
257.8
20.0
Energy
185.9
14.2
170.7
13.3
34.5
2.6
68.4
5.3
1,311.2
100.0
1,284.9
100.0
General Trading, Services and Others
Unusual items
Unallocated corporate expenses
Investment and interest income (net)
Profit before taxation
Taxation
Profit after taxation
50.2
12.6
(23.1)
(29.3)
5.3
15.9
1,343.6
1,284.1
(328.2)
1,015.4
( 339.5)
944.6
Minority interests
(96.7)
(134.9)
Group net profit for the year
918.7
809.7
The Operations Report is set out on pages 26 to 43 of the Annual Report.
23
Major Corporate Proposals and Changes in the Composition of the Group
Sime Engineering Services Berhad (“SES”), in which the Group has a 70% equity interest, was listed on the Main Board of Bursa
Malaysia Securities Berhad on 28th August 2003. SES is an investment holding company and its subsidiary companies are involved
in contracting and project management for the oil & gas industry, and system integration and trading.
On 5th September 2003, the Group disposed of its entire 22% equity interest in IOI Oleochemical Industries Berhad (formerly
known as Palmco Holdings Berhad).
On 1st October 2003, Continental Aktiengesellschaft (“Continental”) completed the Subscription Agreement for the subscription by
Continental of a 30% equity interest in Continental Sime Tyre Sdn Bhd (“CST”) (formerly known as SDC Tyre Sdn Bhd) which is the
holding company of DMIB Berhad and Sime Tyres International (M) Sdn Bhd, and a Call and Put Option Agreement for the acquisition
by Continental of a further 21% interest in CST from Sime Darby Berhad resulting in Continental having a 51% equity interest in
CST.
On 6th November 2003, the Group acquired a 50% equity interest in Island Power Holdings Pte Ltd (“IPH”). IPH is developing a
763 MW combined cycle gas turbine power plant located in Jurong Island, Singapore.
On 18th June 2004, Berjaya Group Berhad (“BGroup”) and certain selling shareholders procured by BGroup entered into separate
conditional sale and purchase agreements with the Group for the acquisition by the Group of a 51% equity interest in HyundaiBerjaya Corporation Berhad (“HBCorp”) and 51% of the total warrants issued by HBCorp, a 51% equity interest in Hyumal Motors
Sdn Bhd, and a 51% equity interest in Inokom Corporation Sdn Bhd. The Group will undertake a mandatory take-over offer to
acquire the remaining shares and warrants in HBCorp upon completion of the acquisition, in accordance with the Malaysian Code
on Take-Overs and Mergers, 1998.
On 30th June 2004, the Group acquired the entire issued and paid-up share capital of the following New Zealand subsidiaries of
the Jardine Cycle & Carriage Limited group:
i.
Truck Investments Limited (“TIL”) and its subsidiaries
ii. UD Truck Distributors (NZ) Limited (“UDTD”)
iii. Cycle & Carriage (City) Limited (“CCC”)
iv. Cycle & Carriage (Pakuranga) Limited (“CCP”)
v. Cycle & Carriage (North Shore) Limited (“CCNS”)
The TIL Group distributes Hino, Renault and Mack vehicles. It has the only nationwide parts and service network for trucks and
commercial vehicles in New Zealand. UDTD, CCC, CCP and CCNS operate the Nissan diesel heavy truck and Kia vehicle
distributorships and the Nissan, Mitsubishi, Kia and Suzuki vehicle dealerships in New Zealand.
Finance
The Group remains sound financially with net cash of RM203.3 million and marketable securities of RM608.4 million as at 30th
June 2004. The Group had started the year with net cash of RM55.3 million and marketable securities of RM680.2 million. About
RM462.2 million was invested in marketable securities and RM534.0 million worth of marketable securities were sold at a profit
during the year.
The Group’s net cash and marketable securities at year end have been earmarked to meet the payments of proposed final dividends
and purchase consideration due for pending acquisitions.
24
Dividends
The Board has recommended a higher final dividend of 16.0 sen gross per share less Malaysian tax at 28% and 5.0 sen per share
tax exempt which with the interim dividend already paid of 5.0 sen gross per share, makes the total dividend for the year 26.0 sen
gross per share. This represents an increase of 1.0 sen per share over the total dividend of 25.0 sen gross per share for the
previous year, an increase of 4%. For the year, shareholders will receive a net dividend of 20.12 sen per share in total compared
to the total net dividend of 19.12 sen per share last year.
The total dividend to be paid out for the year ended 30th June 2004 will be RM473.7 million, compared with RM444.7 million for
the previous year.
Employees
Total staff strength of the Group at 30th June 2004 was 24,405 compared with 27,484 at the previous year end. The Board
would like to thank all employees of the Group for their contribution to the results for the year. The employees have continued to
work hard to improve quality, efficiency and productivity of the Group businesses and they have responded positively to the
performance improvement measures implemented by the Management.
The Group continues to emphasise training and development of staff at all levels with training conducted mainly at the Sime Darby
Human Resources Development Centre in Merlimau, an approved training centre. During this year, 2,713 executives and other
employees attended the training courses.
Under the Employees’ Share Option Scheme (“ESOS”) which came into effect on 10th December 2001 for a period of five years,
options over 24,374,000 of the Company’s unissued shares were granted to all eligible Malaysian employees as well as eligible
foreign executives during the year. The ESOS is expected to continue to motivate employees to further improve their performance
for the benefit of the shareholders and other stakeholders.
Corporate Governance
The application of and compliance with the principles and best practices as set out in the Code on Corporate Governance has been
disclosed in the Annual Report, which also includes a “Statement on Internal Control” as required under Bursa Malaysia Securities
Berhad’s Listing Requirements.
The Board is committed to ensuring that the highest standards of corporate governance are practised throughout the Group.
Future Prospects
The Group continues to look for investment opportunities, including acquisitions which will complement or increase its involvement
in the core businesses of the Group. Concurrently, business operations are under review with a view to divestment of underperforming business units.
Whilst the trend of the price of palm oil will remain a major factor affecting the Group’s performance, the Board is cautiously
optimistic that the results for the new financial year will remain satisfactory given the measures taken to strengthen the Group’s
businesses.
Chairman
24th August 2004
25
Plantations
PLANTATIONS
The strong performance by the Plantations Division was largely due to higher prices of crude
palm oil (“CPO”) and palm kernel (“PK”), increased production of fresh fruit bunches (“FFB”) in
Sabah and Kalimantan and improved process efficiency.
The strong global demand for CPO throughout most of the year gave rise to higher palm product
prices. The average selling prices realised by the Division during the year were RM1,661 per
tonne (2003 : RM1,458 per tonne) and RM844 per tonne (2003 : RM728 per tonne) for CPO
and PK respectively.
During the year, FFB production was affected by crop losses due to floods in the northern states
of Peninsular Malaysia. Efforts to source crops from non-Group estates to cover this shortfall
kept the level of FFB processed at similar levels to the previous year.
The contribution from Kalimantan, Indonesia doubled against the previous year as more planted
areas became fully mature adding to the improvement in yield. During the year, an additional
2,400 hectares was acquired and planting work is currently in progress.
Plantations (including Kalimantan estates)
FFB production (tonnes)
Own crop
Deduct : Crop Sold Unprocessed
Outside Purchases
Total FFB Processed
Average Selling Price
Palm Oil - Net of Duty (RM per tonne)
Palm Kernel - Ex-Mill (RM per tonne)
FFB - Ex-Estate (RM per tonne)
Rubber - Net of Duty (RM per kg)
Sales (tonnes)
Palm Oil
Palm Kernel
FFB
Rubber
Area (Planted Hectares)
Oil Palm
Rubber
26
2004
2003
1,496,984
(81,049)
355,280
1,771,215
1,495,770
(57,954)
293,911
1,731,727
1,661
844
317
3.85
1,458
728
277
3.14
342,781
94,360
81,049
80
343,024
93,265
57,954
219
80,150
706
80,264
713
Operations Report
A new CPO mill in Devon, Melaka was commissioned in March 2004 and a 22-year old mill at Rengam,
Johor was closed down in June 2004 as part of a mill rationalisation programme aimed at optimising the
overall mill utilisation and lowering costs for the Division.
Facing Page:
Sime Fresh’s
aeroponic vegetable
farm in Labu, Negeri
Sembilan, Malaysia
On 5th September 2003, the Group disposed of its entire 22% shareholding in IOI Oleochemical
Industries Berhad (formerly known as Palmco Holdings Berhad), which resulted in a gain of RM70.6
million.
Above Left:
Analysis and Process
Laboratory at the new
Kempas R&D Centre
OIL AND FATS
The division is involved in the refining and processing of edible oils such as palm, soya, corn and sunflower
in Malaysia, Singapore, Thailand and Egypt. It also packs, distributes and markets the oils under its own
brand names such as “Sunbeam”, “Chief”, “Morakot” and “Golden Drop”. Results for the division during the
year were adversely affected by higher CPO price which translated to higher raw material costs and lower
margins.
During the year, Morakot Industries Public Company Limited embarked on a RM70 million plant expansion
programme in Thailand. This is expected to come on-stream towards the end of the new financial year.
The new plant will cater for Thailand’s growing domestic demand for edible oils as well as help boost the
plant’s edge in quality, cost competitiveness and productivity.
In order to maximise growth and improve its contribution, the division is evaluating new markets and
investment opportunities in the United States, Europe and China.
AGRI-FOODS
This new division seeks to exploit the large horticulture, aquaculture, livestock and processed food
markets. Pilot programmes were initated in the year to examine the viability of commercialising marine
fish and other food crops. The agri-food business should help reduce the Division’s dependency on oil palm
in the future.
27
Above Right:
Part of the marine fish
experimental project
on Langkawi Island,
Malaysia
Property
MALAYSIA
During the year, the market for residential properties in the Klang Valley improved on the back
of stabilising domestic and world economies. Some industrial land sales were recorded during
the year reflecting a slight improvement in that sub-sector but the persistent overhang of unsold
shophouses, shop offices, apartments and condominiums underlined the continued sluggishness
in those sub-sectors.
Demand for Sime UEP Properties Berhad’s residential properties continued to be encouraging
and reasonable sales were recorded during the year. Putra Heights, the third township
developed by Sime UEP, is fast developing into a vibrant investment and preferred location for
exclusive contemporary living. Residents from the various development phases in Stages I, II
and III are settling down into the comforts of their completed homes. During the year under
review, seven phases of double-storey linkhomes totalling 618 units and 8 units of low-cost
shops were handed over. Another 1,411 units were launched, comprising 809 units of doublestorey linkhomes with plot sizes of 20’ x 70’, 24’ x 75’ and 26’ x 75’, 28 units of double-storey
neighbourhood shop offices and 54 units of shop offices in the Putra Heights town centre. As
part of the company’s social obligation to the nation, 520 units of low-cost apartments catering
to the needs of the lower income earners were also launched.
During the year, Sime UEP handed over all the 776 units of residential properties in its USJ 3
development. In October 2003, the company also launched 81 units of double-storey linkhomes
in Pinggiran USJ to cater to the housing needs of the industrial workforce in the neighbouring
areas. Plans have also been submitted to the authorities to develop more residential properties
in the northern portion adjoining Pinggiran USJ.
In June 2004, Sime UEP launched 181 units of double-storey linkhomes in UEP Subang Jaya.
The use of autoclaved concrete blocks that provide better heat insulation in walls and sisalation
sheets for roofing which deflect solar heat away from the house was also introduced for these
phases. The products received encouraging response from home buyers during its launch.
During the year under review, Sime UEP noted a slight improvement in the overall market
sentiment for industrial properties within its development. Besides completing the sale of 9.5
acres of vacant industrial land in Taman Perindustrian UEP Subang Jaya, the company also
entered into a sale and purchase agreement to sell the 11-storey office building, Wisma UEP,
during the year. The sale of the building is expected to be completed in the new financial year.
In the Bandar Bukit Raja township, 724 units of residential properties comprising single-storey,
double-storey and one-and-a-half-storey linkhomes and low-cost apartments were launched. The
28
Operations Report
township is developed on a site owned by Prominent Acres Sdn Bhd, a 50:50 joint venture between Sime
UEP and Consolidated Plantations Berhad. Sime UEP is engaged by Prominent Acres Sdn Bhd as
developer and project manager for the township.
Three phases of double-storey linkhomes totalling 515 units, 48 units of double-storey semi-detached
homes and 240 units of medium-cost apartments were launched in the Ara Damansara township, for
which Sime UEP acts as project manager. In June 2004, 33 units of double-storey bungalows were
launched in the “Imperial Avenue” neighbourhood of the Ara Damansara township. The take-up rate for
these launches continued to be very good. With the encouraging demand for premium residential
properties in Ara Damansara, more new phases are targetted for launch in the new financial year.
The developments of Sime Darby Land at Planters’ Haven in Nilai, Negeri Semibilan and Taman Kerian
Permai in Parit Buntar, Perak, are reaching full completion.
Sime Properties International Pte Ltd, a 50:50 joint venture company between Sime UEP Properties Berhad
and Sime Singapore Limited, which manages the PNB Darby Park Executive Suites in Kuala Lumpur,
continued to maintain its performance with the service apartments enjoying reasonable room occupancy.
Shaw Brothers (M) Sdn Bhd, a 36% owned associated company involved principally in property
management and investment, maintained its profits during the year while Puchong Quarry Sdn Bhd, a
subsidiary company of the Group, performed to expectations over the same period. The quarry operations
are expected to cease at the end of the calendar year.
SINGAPORE
In Singapore, Sime Darby Centre and Performance Centre enjoyed high occupancy despite a prevailing glut
of office space. At the Petro Centre, 80% of its industrial space has been sold, a credible performance
in the face of a subdued industrial market due to over-supply.
PT Bhumyamca improved on last year’s results despite intense competition from under-utilised properties
in Jakarta.
29
Facing Page:
Ara Damansara offers
close-knit community
living in a green
sanctuary
Above:
“The Residency” in
Putra Heights
Heavy Equipment Distribution
MALAYSIA
The Heavy Equipment division of Tractors Malaysia Holdings Berhad (“Tractors Malaysia”)
reported healthy sales growth for the year. The commencement of the Bakun Dam project in
early 2003 saw an increase in new and used equipment sales to the earthwork contractors. The
traditional logging sector experienced a recovery in the second six months following increased
demand for timber products from China and Japan, which resulted in an upsurge in plywood and
log prices, and spurred demand for excavators and skidders. Milestone billings also continued
for the supply, installation and commissioning of Caterpillar marine propulsion engines and
power generating sets for the Royal Malaysian Navy’s four offshore patrol vessels, the last of
which is expected to be delivered by the end of the 2004/2005 financial year. Parts and service
sales recorded another year of steady performance due to sustained activities in the logging
and construction sectors.
Tractors Malaysia continues to look for new investment opportunities, including acquisitions that
can complement or expand its existing core business. In line with this objective, Tractors
Malaysia (1982) Sdn Bhd (“TMSB”) acquired a 75% equity interest in both Otofin Sdn. Bhd. and
Otofin Industries Sdn. Bhd. (collectively “Otofin”) on 26th May 2004. Otofin’s principal activities
include the marketing and sale of Perkins, Lombardini and ACME engines, Bandit wood chippers,
Lamborghini Trattori and Shibaura agricultural tractors, and Fuji Tecom survey equipment.
During the year, TMSB also entered into a Sale and Purchase Agreement for the acquisition of
the remaining 35% equity interest in Tractors Petroleum Services Sdn. Bhd. (“TPS”), resulting
in TPS becoming a wholly-owned subsidiary of TMSB. On 30th March 2004, TMSB disposed of
an 11% equity interest in Caterpillar Financial Services Malaysia Sdn. Bhd. (“CFSM”), thereby
reducing Tractors Malaysia’s interest in CFSM to 40%.
The outlook for the Heavy Equipment division of Tractors Malaysia remains encouraging with
steady demand envisaged from the traditional logging and construction sectors, while projects
such as the East Coast Expressway II and other major civil, road construction and rehabilitation
works, when implemented, should also create additional demand for heavy equipment in
Malaysia over the next financial year.
Sime Kubota Sdn Bhd recorded an improvement in its performance over the previous year due
to increased demand for agricultural machinery in the plantations sector.
30
Operations Report
CHINA (INCLUDING HONG KONG)
The China Engineers group recorded a 10.6% increase in turnover over the previous year. The increase
in turnover was attributed to the strong demand for electric generator sets (“gensets”) and used
machines. The higher petroleum price also fueled the demand for work boats in offshore exploration which
boosted marine engine sales. The growth in the genset business was mainly due to the shortage of power
supply in most provinces in China. Parts and service sales benefited from the increase in the genset
overhaul business. However, when China imposed the Macro Economic Control measures in April 2004,
bank financing was restricted to certain sectors. Building construction project funding was the most hardhit, leading to suspension or cancellation of many such projects. Bank financing for equipment purchase
decreased significantly. This dampened the Chinese market for both new and used construction machines.
Despite the increase in volume in the first three quarters, the machine market had been most competitive
and challenging with stiffer competition for market share, resulting in lower profitability.
The year’s performance was achieved despite the challenge in allocating supply of engine products which
was limited by the factory production capacity. Although it is expected that the machine market will remain
flat in the coming year, Management will remain focused on highway construction projects and the mining
sector where strong demand is anticipated. As a result of the growth in the engine business, outlook in
the coming year is promising and the marine engine and genset businesses are expected to remain
strong.
SINGAPORE
Despite the negative growth in the Singapore construction sector, Tractors Singapore Limited (“TSL”)
registered improved profitability with increased market share in machine sales boosted by customers’
confidence in TSL’s expertise.
TSL’s product support division benefitted from high oil prices which contributed to an increase in
petroleum and marine related engine sales, as well as demand from shipyards for more ship repairs and
offshore supply vessels.
With the customer’s interest foremost in its focus on business excellence, TSL was honoured with the
Sime Darby Quality Award 2003, a testimony to the company’s commitment to quality.
31
Facing Page:
The Cat C9 engine
and hydraulics give
the 330C exceptional
power, efficiency
and controllability
unmatched in
the industry
Above:
CAT machine at the
Jordan Valley project
Operations Report
As part of its commitment to improve quality and services to its customers, TSL installed the PartStore
Front in April 2004 which allows registered customers to access parts prices and availability as well as
to order spare parts over the Internet. This service also enables customers to locate part numbers for
the equipment they own.
Under the present healthy trading environment, the near-to-medium-term business sentiment appears
optimistic.
TSL and its associate FG Wilson improved on the previous year’s performance fueled by higher demand
especially from the marine sector.
HASTINGS DEERING
The Hastings Deering group had a busy year with plenty of challenges. The Australian operations, in
particular, performed very well with customer demand at record levels. Currency volatility and lengthened
supply lead times impacted negatively but overall, the financial performance rebounded strongly over the
last six months of the year. Business in Papua New Guinea and the Solomon Islands remained slow but
in New Caledonia, there were positive moves toward an improvement in the important nickel mining
business.
Hastings Deering (Australia) Ltd had a good year with a strong recovery in the second six months leading
to improved results and a strong customer forward order position to carry over to the 2004/2005
financial year. Coal mining was the strongest market segment but good levels of infrastructure spending
meant buoyant market conditions across most of the dealership activities. The agricultural sector
remained slow however, with severe drought continuing in some areas, and the stronger Australian dollar
negatively affecting farm commodity prices.
The strength of the demand from coal mining customers was partly due to strong sales of metallurgical
coal to China, improved price realisation, and recognition of the true value of the Hastings Deering /
Caterpillar offering.
32
Below:
Parts Stock Order
Transporter arriving
from Melbourne
Operations Report
Austchrome Pty Ltd, which specialises in repairing and reclaiming hydraulic components, providing cost
effective engineering solutions to a wide range of industries, had a good year. The general shortage of
suitably skilled labour is currently a constraint to further growth. The company is working close to existing
capacity with extended hours through shift work. The business complements the activities of the
Caterpillar dealerships and has broadened the customer base beyond the traditional mining and
earthmoving customers.
Hastings Deering (PNG) Ltd had a slow year relying heavily on the existing mines at Ok Tedi, Porgera and
Lihir. With improved global demand for copper and gold, improvement in business is anticipated in the
coming year.
Hastings Deering (Solomon Islands) Ltd had a slow start to the year but finished on an improving note.
Despite the disruption to the economy caused by the recent civil war, the operations remained profitable.
Caltrac S.A.S., the Caterpillar dealer in New Caledonia, had a steady year supporting the nickel mining
industry on the island. Focus was on staff training over the past year to improve their technical skills. The
future opportunities in New Caledonia are linked strongly to nickel and the outlook remains promising.
The Hastings Deering group of companies has an excellent reputation of being a reliable supplier with
strong product support capabilities. With its substantial branch network in place, including the tooling,
parts inventory and highly skilled people, the group is positioned to remain the leading supplier to the
industries it serves.
PHILIPPINES
Tractor operations posted a profit this year, a reverse from a loss reported last year. Dealer contribution
increased on brisk sale of tractor units to private accounts in the first half of the year but the overall result
was adversely affected by the reduction from Government contribution due to the election ban on purchases
in the second half.
The election of President Arroyo was regarded as providing a new mandate for her to push for urgent
economic and fiscal reforms. The Government is upbeat on growth expectations in 2004; in particular,
agriculture productivity continues to be a priority, as was the case with previous Governments. If this
continues as expected, it will be very positive to the main business of distribution of New Holland tractors
and allied implements.
Tractor operations will remain the main source of revenue, and provide opportunities for expanding the
product line to include used tractors and implements, as well as other Sime Darby Group products from
the region.
33
Above Left:
Tradesman rebuilding
a Caterpillar 3508
engine
Above Right:
Actual field operation
demonstration of a
New Holland TS90
with Matermacc corn
planter attachment
Motor Vehicle Distribution
MALAYSIA
The establishment of BMW Malaysia Sdn Bhd in August 2003 resulted in a change of status
for Auto Bavaria from that of a distributor to an authorised dealer. To maintain its dominant
position as the leading BMW dealer in the country, Auto Bavaria introduced several customer
initiatives including the Auto Bavaria Privilege Club, an online newsletter and the all-in-one motor
insurance and breakdown assistance programme called Auto Bavaria Assist in collaboration
with Takaful Ikhlas. The introduction of several new models such as the 730Li, the new 5 Series,
the 6 Series and most recently the X3 Sports Activity vehicle helped to boost sales during the
year under review. The Group continues to participate in the wholesale distribution of BMW
cars through its investment in BMW Malaysia Sdn Bhd.
The Ford franchise saw a decline in unit sales due primarily to keen competition in a tough
business environment. Ford Malaysia has restructured to position itself for future growth. Local
expertise combined with Ford global practices will strengthen its market presence and provide
growth opportunities. A number of new products were launched, starting with the global launch
of the Ranger Automatic supported by the new Ranger Hurricane. The Ford Everest family
sports utility vehicle (“SUV”) was introduced initially as a CBU import but is currently assembled
locally.
Land Rover Malaysia had a good year with increased unit sales for all models. It launched the
new Freelander in an aggressive push to expand the retail business among SUV enthusiasts.
The Freelander is assembled locally and is priced more competitively than the previously
imported built-up models, which should result in increased market share. Land Rover Malaysia
continues to strengthen its retail network with the opening of its flagship showroom in Jalan
Ampang, Kuala Lumpur and a new sales facility in Lebuh Light, Penang. The showroom in Jalan
Ampang is the first, one-of-a-kind showroom equipped with a four-wheel drive demonstration
track.
The proposed acquisition from the Berjaya group and other shareholders of a majority stake in
the assembly, distribution and retailing of the Hyundai marques when completed, will further
strengthen the Motor group’s positioning in Malaysia and provide a stronger presence in the
volume passenger vehicle segment.
34
Operations Report
CHINA (INCLUDING HONG KONG AND MACAU)
Hong Kong / Macau
The Hong Kong vehicle market was badly affected by the increase of First Registration Tax and the
outbreak of SARS in the second quarter of 2003. New vehicle registrations fell with major impact on the
small and medium segments.
Facing Page:
Land Rover Malaysia’s
full-feature
demonstration track
in the heart of
Kuala Lumpur,
Malaysia
BMW and MINI successfully delivered a combined total of 2,706 units or a 13% increase over last year.
The achievement was attributed to the successful launch of the new BMW 5 Series and the continued
success of X5, MINI and the 3 Series. The strong Euro continues to put pressure on margins.
Above:
Showroom display
during Ford’s
centennial
celebrations in
Hong Kong
While demand for Mitsubishi trucks and buses remained stable during the year, the Mitsubishi passenger
car line-up faces model aging with no new major models anticipated for the coming two years. Ford and
Suzuki are reducing the year 2003/2004 model ranges and are preparing for new products in 2005. Land
Rover had gone through a major revitalisation in the past year. With an aggressive product plan and a
new sales focus, both sales volume and market share improved. The division secured the Peugeot
franchise in January 2004 and expects to benefit from new Peugeot models in the coming year.
The Hong Kong economy continues to be on the mend. With improved consumer sentiment, the outlook
for the coming year is optimistic. The launch of MINI Cabrio, the new BMW 3 Series, and the introduction
of new models for the non-BMW franchises are expected to have a positive impact on vehicle sales
volume.
The Macau market registered a 14.6% increase in new vehicle registrations over the previous year. BMW
and MINI delivered 236 units this year or a 28% increase over last year. The success was attributed to
the growing market, re-alignment of the import tax system and the launch of the new BMW 5 Series.
China
Vehicle sales benefited from the strong economic growth of China in the first nine months. However, sales
slowed down in the last quarter as a result of the Chinese Government’s measures to cool down the
overheated economy.
BMW delivered 3,627 units of CBU imported cars to China this year, an increase of 20% over the
previous year. The 7 Series and the X5 were the best sellers, contributing 59% and 20% respectively to
total volume. Despite volume increase, profitability was affected by the strong Euro.
35
Operations Report
The division is well-prepared to participate in the local manufactured vehicles market. Application has been
made under the Closer Economic Partnership Agreement (CEPA) to operate sales outlets in Guangzhou,
Shenzhen, Kunming, Shantou, and Haikou. The aftersales network will be expanded to other major cities
including strengthening the existing aftersales operations in Shenzhen and Guangzhou. Following the
official opening of the service centre in Kunming, Yunnan Province in February 2004, new workshops in
Guangzhou, Shenzhen, Shantou and Haikou will be operative in the coming year.
Goodwood Motors Limited obtained the Rolls-Royce franchise in January 2003 for China and Hong Kong
and since August 2003, had sold 20 Rolls-Royce Phantoms, and established showrooms in Guangzhou,
Shanghai, and Beijing in addition to the showroom in Hong Kong.
SINGAPORE, NEW ZEALAND, AUSTRALIA AND THAILAND
Singapore
After a slow start, the sale of BMW cars picked up considerably in the later half of the year culminating in
a very successful year. Performance Motors launched the new 5 Series in November 2003 and demand for
the model was more than satisfactory. The 6 Series was also launched recently and was a runaway success
with more orders than that allocated by the factory. The demand for the 7 Series was maintained and is
arguably the top seller among the high end luxury marques. Some 300 BMW vehicles were provided as
courtesy cars for the Asian Aerospace Exhibition, a high profile international event for the aviation industry.
Regent Motors had a quiet year which saw a decline in unit sales. The shortfall came mainly from the Ford
franchise which was particularly affected by the strong Euro making its product less competitive. The Laser
Tierra was launched and together with the coming new Focus, will provide a boost to the model range. The
Peugeot franchise continued to have an appealing range which will be further enhanced by the new 407.
36
Above:
X3 Motor Show,
Hong Kong
Operations Report
The Peugeot Partner light commercial vehicle introduced during the year was a favourite alternative to a
passenger vehicle. Its low ownership and running costs will appeal to customers with budget constraints.
New Zealand
Continental Car Services saw a dip in its results for the year. This was due to the strong New Zealand
dollar which made imported used cars very competitive in an open market. This has led to a record level
of used imports and caused a major correction in the prices of new and in-country used cars. The key
initiative for the Peugeot distributor, Sime Darby Automobiles NZ, will be for all dealers to be compliant
with the “Blue Box” corporate identity concept thus enhancing the brand.
The highlights for the Group’s operation during the year were the acquisition of North Shore Motor Holdings
Limited and the Jardine Cycle & Carriage motor business in New Zealand. North Shore Motor Holdings is
one of two BMW dealers in Auckland and trades under the name Jerry Clayton BMW. The Jardine Cycle &
Carriage motor operations consist of truck and automotive businesses. The truck business has the
distributorships for Hino, Mack, Renault and Nissan Diesel together with service and maintenance centres
throughout the country known as Truck Stops. The automotive business consist of dealerships for Kia,
Nissan and Mitsubishi as well as an importer of used cars. The Group is now the largest truck distributor
in New Zealand.
Australia
There was a drop in wholesale volume for Sime Darby Automobiles Pty Ltd, the sole importer and
distributor for Peugeot in Australia. The decline was a consequence of the adverse trading conditions
attributable to the appreciation of the Australian dollar against the US dollar and Yen whilst remaining
relatively unchanged against the Euro. Euro based products became significantly disadvantaged in terms
of pricing. In the coming year, the introduction of the new 407 should result in some recovery of wholesale
units and the outlook should be brighter.
Thailand
Two new companies were incorporated, Sime Darby Mitsu (Thailand) Limited and Viking Motors Limited.
Sime Darby Mitsu will set up six Mitsubishi dealerships while Viking Motors will establish two Volvo
dealerships, which are all in Bangkok. Together with the existing dealerships for BMW and Mazda under
Performance Motors (Thailand) Limited and Sime Darby Mazda (Thailand) Limited respectively, the Group
is on course to build a sizeable vehicle business in Thailand.
Performance Motors’
showroom, Bangkok,
Thailand
37
Energy
OIL AND GAS
During the year, the oil and gas division continued to perform well. Various projects were
executed, both locally and internationally, including the Yoho and Amenam II development
projects in Nigeria, the Boabab field development project in West Africa, the Bongkot Field
development project in Thailand and the D1 field development project in India. Local projects
include the fabrication of the Guntong-E platform topside module, Bunga Raya-E CO2 Removal
Platform Integrated Deck, Guntong-F and Irong Barat-C platform jackets and the SC (F13W)
DR-A platform jacket. The division has been aggressively expanding its portfolio and aims to
achieve a mix of turnover contribution from local and overseas projects. With the abundance of
growth opportunities in the Asia Pacific region and other new markets such as the Middle East,
Africa and Central Asia, the division intends to increase its presence and investments in the
international oil and gas sector.
ENGINEERING
The Malaysia-China Hydro Joint Venture (“MCH JV”), in which Sime Engineering is the lead
partner, is currently working on the design and construction of the Bakun Hydroelectric Dam, at
a contract price of RM1.788 billion. The contract involves the design, procurement and
construction of the power generation structure, including the main dam, spillway, power intake,
penstocks, bottom outlet works, powerhouse, hydraulic gates, stoplogs, cranes, and associated
electrical and mechanical equipment. The Bakun Hydroelectric Dam, which will be the second
highest rockfill dam in the world after the Shibuya dam in China, will have a generating capacity
of 2,400 megawatts. To-date, after some delays to the start of work due to the initial sorting
out of sub-contracts and the on-site mobilisation of equipment and workers, about 19% of the
main civil works have been completed and the MCH JV is taking action to bring the progress of
works back on schedule. As a matter of prudence, a provision of RM77.1 million has been made
for foreseeable contract losses arising from changes in the cost structure of the project being
undertaken in joint venture with both local and foreign partners. Sime Engineering is pursuing
certain mitigation measures and reliefs available under the contract.
38
Operations Report
POWER GENERATION
The Group acquired a 50% interest in Island Power Holdings Pte. Ltd. (“Island Power”) in November 2003.
Island Power will be developing a 763MW combined-cycle gas power plant on Jurong Island in Singapore.
The plant is expected to be operational in 2007.
On 25th February 2004, Sime Darby Berhad entered into a conditional Share Sale Agreement with Tenaga
Nasional Berhad to acquire an additional 15% equity interest in Port Dickson Power Berhad (“PDP”) and
20% equity interest in JanaUrus PDP Sdn. Bhd. (“JPSB”). These acquisitions were completed on 30th
July 2004, resulting in an increase in the Group’s shareholding in PDP and JPSB to 75% and 100%
respectively.
Overall, the Division performed well during the year. PDP, JPSB and Laem Chabang Power Co. Ltd. all
recorded better profits.
39
Facing Page:
Modules being loaded
out onto barges by
bogies at Sime
SembCorp
Engineering’s Pasir
Gudang yard
in Johor, Malaysia
Above:
Aerial view of the site
of the future Bakun
Dam
Below:
Port Dickson Power’s
plant, Tanjong Gemuk,
Melaka, Malaysia
General Trading, Services
and Others
AEROSPACE
Asian Composites Manufacturing Sdn Bhd, which is involved in aircraft composites components
manufacturing, reported a smaller loss for the year due to higher factory capacity utilisation.
AUTOMOTIVE PRODUCTS AND LOGISTICS
Century Automotive Products Sdn Bhd reported improved profitability for the year. Despite
escalating lead prices, the company managed to increase its market share. This was fuelled by
higher demand from the domestic front, especially in the Replacement and OEM market
segments.
Sime Integrated Logistics Sdn Bhd performed better than the previous year due to higher
turnover amidst keen competition in the warehouse and logistics operations.
Sime Kansai Paints Sdn Bhd, a joint venture with Kansai Paint Co., Ltd of Japan, which is in its
second year of operations since becoming an associate company in which the Group owns 40%,
reported increased profitability for the year due to higher demand from the automotive car
manufacturing sector.
BEDDING
The bedding operations, which covers Malaysia, Singapore and Vietnam, reported improved
profitability for the year in line with improved retail sentiment in the region. The acquisition of
the Dunlopillo brand for a total of 45 countries during the year was a significant milestone for
the bedding operations which will be expanded in the next few years in these countries.
BUILDING PRODUCTS
Sime Coatings Sdn Bhd reported reduced profitability for the year due to severe competition
and sluggish demand. To further support customers’ requirements, the company is investing in
portable tinting machines to be placed at retailers’ premises.
Sime Inax Sdn Bhd performed better for the year. The imposition of a new Malaysian Standard
on imported sanitarywares into the country helped to push sales to housing developers and
increased market penetration.
CONSUMER PRODUCTS
Sime Darby Marketing Malaysia and Singapore reported losses for the year due to keen
competition.
Sime Oleander Sdn Bhd reported improved profitability due to higher productivity and material
cost savings.
40
Operations Report
Ceres Sime Confectionary Sdn Bhd, a joint venture with Petra Foods Pte Ltd in which the Group owns 40%,
started commercial production towards the end of the year after a major overhaul of its machineries. A
newcomer in the Malaysian market, the company focused on promoting its own branded “Delfi” chocolate
products during the year. More product ranges are expected to be added in the coming months.
Tesco Stores (Malaysia) Sdn Bhd, a joint venture with Tesco Plc in which the Group owns 30%, is in its
third year of operations. It is currently operating five hypermarkets, with three more currently under
construction. Another three hypermarkets are in the planning stage.
Overall, the Consumer Products group reported a significantly smaller loss compared to the previous year.
ENGINEERING AND TECHNOLOGY GROUP
Sales of laboratory equipment were strong during the year, fuelled by continual investments and growth
in the biotechnology sector. Mecomb Malaysia has designed and developed a full range of laboratory
furniture in anticipation of the strong demand in this area. It continues to be the market leader in
Pneumatic Transport Systems, securing practically all the major installations in hypermarkets, toll plazas
and new government hospitals being constructed, including a large private hospital in Jalan Tun Razak.
In Singapore, sales of telecommunications equipment were weak due to the decline in demand for private
radio network and telecommunications test equipment. With Mecomb Singapore’s recent strategic tie-up
with ABB and Koyo Electronics, the distribution of electrical circuit components and control devices grew
steadily during the year and should continue to be a stable revenue contributor in the coming years.
Chubb Malaysia achieved strong turnover and profits for the year. This was due to the increased demand
for electronic security especially in the banking, commercial and housing industries. Nevertheless, the
company faced challenges such as the drastic increase of over 35% in the cost of steel, and the higher
cost of imports of raw materials due to the weakening of the US Dollar globally. Cost saving action plans
were successfully implemented to contain the increase in costs and sustain profits.
SST Integrated Technologies (formerly known as SIRIM-Sime Technologies)’s sales were buoyed by a major
contract and increased demand in the oil and gas market. However, adverse developments in certain
manufacturing sectors continued to affect the overall business expansion. Sales to the aviation services
market continued to drop, partly due to changes in customer requirements, including extended calibration
intervals.
41
Facing Page:
New waterbased paint
plant at Sime
Coatings
Above:
Sealed with a
handshake - return
of Dunlopillo
to Sime Darby
Operations Report
Right:
SJMC staff taking
centre stage at the
presentation
ceremony of the
Prime Minister’s
Quality Award to their
medical centre
INSURANCE BROKING
The Insurance Broking busineses comprising Sime Alexander Forbes Insurance Brokers Sdn Bhd
(Malaysia), Union Sime Darby (Thailand) and Sime Insurance Brokers (S) Pte Ltd (Singapore)
performed creditably during the year.
MEDICAL
Subang Jaya Medical Centre Sdn Bhd (“SJMC”) achieved higher turnover and improved
profitability over the previous year. In December 2003, SJMC won the Prime Minister’s Quality
Award for the second time, making it the first private hospital in Malaysia to win the highest
national quality award twice over a period of five years. The hospital’s commitment to provide
quality services to its customers is evidenced by the official launch of the Malaysian Customer
Satisfaction Index programme, a statistical-based software programme that measures
customer satisfaction and loyalty.
PACKAGING
The Packaging group in Malaysia, Singapore and Indonesia operated under difficult market
conditions characterised by severe competition due to over capacity, high paper prices and
higher fuel cost. Demand from the electrical and electronic goods manufacturing sector was
soft while sales to the food and beverage sectors have been stepped up. Overall, the Packaging
group reported reduced profitability for the year.
TRAVEL AND TOURISM (INCLUDING CAR RENTAL & HOSPITALITY)
The year 2003/2004 was expected to mark the beginning of a turnaround in the travel and
tourism sector. However, the effect of the depressed global economy, outbreaks of contagious
diseases, and the ongoing global terrorist threat and security alerts restrained the economic
growth and limited the potential for the year. With the opening up of the China markets,
marketing and business development efforts have been stepped up to take advantage of
opportunities in this high growth area. A subsidiary company in Taiwan and a joint venture with
Business Travel International were established to strengthen the division’s competitiveness and
improve market share. The business will continue to enhance its customer relationships and
build on existing strengths, offering a full range of value-added services.
The car rental operations were affected by the increase in competition from used car dealers
as well as various direct competitors. During the year, the car rental operations further
enhanced the quality of its products and services to improve customer satisfaction.
42
Operations Report
Equatorial Hotel Melaka reported improved profitability after recovering from the SARS outbreak.
Rangdong Orange Court service apartments in Vietnam performed creditably albeit with lower profits
following the departure of several expatriate tenants at the end of their projects. The Singapore service
apartments operations continued to experience weak demand due to fewer expatriate residents, intense
competition from hotels, and large supply of residential apartments. In Malaysia, PNB Darby Park enjoyed
high occupancy for the year.
Visitor numbers to Western Australia were down 4% over the last 12 months with the intrastate market
contributing most to the decline. Having peaked in June 2002, numbers have been falling ever since, but
there are now positive signs emerging that the market will slowly begin to improve.
Perth based Quest Subiaco service apartments reported improved profitability while Karri Valley Resort
trimmed its loss through reduced staffing following the integration of its reception area with the main
lakeside operation. The transformation of the Margaret River property into short-stay serviced
apartments is progressing well with the business due to open in November 2004 under the name Quest
Margaret River.
TYRE MANUFACTURING
Effective 1st October 2003, the tyre manufacturing business under DMIB Berhad and Sime Tyres
International (M) Sdn Bhd was divested to Continental AG of Germany, with the Group retaining 49% of
the business. Due to price competition and rising material costs, especially for rubber, the business
reported reduced profitability for the year.
UTILITIES
In July 2003, the Division acquired a 33% stake in The China Water Company Limited (“CWC”) which has
investments in five water treatment plants and one wastewater treatment plant in China and in which
RWE Thames Water is a major shareholder. Following a directive from Central Government to restructure
existing co-operative joint venture water projects with guaranteed fixed returns, CWC is negotiating with
the respective municipal water companies for a restructuring of two of the existing water treatment
ventures. This restructuring is expected to be completed in the coming year.
Left:
Sime Darby Group
Chairman and senior
management at a visit
to a China Water
Company treatment
plant
43
Financial Statements
For the year ended 30th June 2004
Directors’ Report
45 - 49
Principal Accounting Policies
50 - 54
Income Statements
55
Balance Sheets
56
Statements Of Changes In Equity
57
Cash Flow Statements
58
Notes On The Financial Statements
59 - 96
Statement By Directors And Statutory Declaration
97
Auditors’ Report
98
44
Directors’ Report
The Directors present their Report together with the audited financial statements of the Group and of the Company for the year
ended 30th June 2004.
PRINCIPAL ACTIVITIES AND TRADING RESULTS
The principal activities of the Group are plantations, property, heavy equipment and motor vehicle distribution, energy and general
trading and services.
The Company is a limited liability company, incorporated and domiciled in Malaysia. The Company is principally an investment
holding company. It also engages in trading and marketing of commodities and provides management services to its subsidiary
companies.
There has been no significant change in the principal activities of the Group and of the Company during the year. An analysis of the
results for the year is shown in Note 33 on the financial statements.
FINANCIAL RESULTS
The audited financial statements for the year ended 30th June 2004 submitted with this Report show:-
Minority interests
944.6
Net profit for the year attributable to shareholders
944.6
DIVIDENDS
The dividends paid and proposed by the Company since 30th June 2003 were as follows:-
Group
RM million
Company
RM million
1,015.4
(96.7)
450.2
–
418.5
918.7
450.2
418.5
RM million
In respect of the year ended 30th June 2003
Final dividend of 16.0 sen gross per share less Malaysian tax at 28% and 4.0 sen per share
tax exempt, paid on 12th December 2003
In respect of the year ended 30th June 2004
Interim dividend of 5.0 sen gross per share less Malaysian tax at 28%, paid on 21st May 2004
Final dividend of 16.0 sen gross per share less Malaysian tax at 28% and 5.0 sen per share
tax exempt, proposed
361.1
84.5
389.2
361.0
473.7
The Directors recommend the payment of a final dividend of 16.0 sen gross per share less Malaysian tax at 28% and 5.0 sen per
share tax exempt which, subject to the approval of members at the forthcoming Annual General Meeting of the Company, will be
paid on 17th December 2004. The entitlement date for the dividend payment is 19th November 2004.
A depositor shall qualify for entitlement to the dividend only in respect of:(i) shares transferred into the depositor’s securities account before 4.00 p.m. on 19th November 2004 in respect of transfers;
(ii) shares deposited into the depositor’s securities account before 12.30 p.m. on 17th November 2004 in respect of shares
which are exempted from mandatory deposit; and
(iii) shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
The proposed final dividend and the interim dividend paid on 21st May 2004 amount to a total distribution of 26.0 sen gross per
share for the year, an increase of 1.0 sen gross per share over the total dividend for the previous year.
RESERVES AND PROVISIONS
All material transfers to or from reserves and provisions during the year are shown respectively in the financial statements.
SHARE CAPITAL
During the year, the issued and paid-up share capital of the Company was increased from 2,326,180,074 ordinary shares of
RM0.50 each to 2,355,734,074 ordinary shares of RM0.50 each by the issue of 23,436,000 new ordinary shares at RM4.90
per share, 5,433,000 new ordinary shares at RM5.08 per share and 685,000 new ordinary shares at RM5.09 per share pursuant
to the exercise of options under the Sime Darby Employees’ Share Option Scheme. These new shares were issued for cash as fully
paid and rank pari passu in all respects with the then existing issued shares of the Company.
There was no change in the authorised capital of the Company during the year.
45
Directors’ Report
The shareholders of the Company had, at the Annual General Meeting held on 4th November 2003, granted a mandate for the
Company to purchase, upon such terms and conditions as the Directors may deem fit, up to ten percent (10%) of the issued and
paid-up capital of the Company. The mandate will expire at the conclusion of the forthcoming Annual General Meeting and renewal
of the mandate will be sought at the said Annual General Meeting. The Company has not made any purchase of Sime Darby Berhad
shares during the year.
SIME DARBY EMPLOYEES’ SHARE OPTION SCHEME
During the year, 24,374,000 new options were granted to eligible employees to take up unissued shares of the Company pursuant
to the Sime Darby Employees’ Share Option Scheme (“the Scheme”).
The salient features and other terms of the Scheme are disclosed in Note 9 (b) on the financial statements:The Company has been granted an exemption by the Companies Commission of Malaysia from having to disclose the names of
option holders granted less than 50,000 options each during the year pursuant to the Scheme. The names of option holders and
the number of options granted to them during the year, being 50,000 or more, are set out below:Names of option holders
Dato’ Ahmad Zubair @
Ahmad Zubir bin Haji Murshid
Martin Giles Manen
Md Ja’far bin Abdul Carrim
Dato’ Mohamed bin Hj Said
Mohamed Nor bin Abdul Hamid
Datuk Syed Tamim Ansari bin Syed Mohamed
Tan Wan Hong
Yip Jon Khiam
At 1st July 2003
Granted*
Exercised
At 30th June 2004
108,000
108,000
108,000
108,000
108,000
140,000
108,000
88,000
108,000
54,000
54,000
54,000
54,000
54,000
70,000
54,000
54,000
54,000
–
–
–
108,000
–
–
–
–
20,000
162,000
162,000
162,000
54,000
162,000
210,000
162,000
142,000
142,000
984,000
502,000
128,000
1,358,000
* at an exercise price of RM5.47 per share
During the year, none of the non-executive Directors were granted any options as they are not eligible to participate in the Scheme
under the Bye-Laws of the Scheme.
AMERICAN DEPOSITORY RECEIPTS
A Sponsored Level 1 American Depository Receipts (“ADR”) Programme for shares of the Company (“the ADR Programme”) was
registered with the Securities and Exchange Commission of the United States of America on 27th August 1999.
Under the ADR Programme, a maximum of 20 million ordinary shares of the Company, representing approximately 0.86% of its
total issued and paid-up capital, will be traded in ADRs in the United States of America, in the ratio of 1 (one) share to 1 (one)
ADR. The Company’s trading symbol on the over-the-counter market in the United States of America is SIDGY and its CUSIP
number is 828617 308.
The Depository Bank for the ADR Programme is The Bank of New York and the sole Custodian of the Company’s shares for the ADR
Programme is Malayan Banking Berhad, Kuala Lumpur.
As at 24th August 2004, there were 1,118,772 shares of the Company deposited with Malayan Banking Berhad for the ADR
Programme and there were 1,118,772 ADRs outstanding.
CHANGES IN GROUP ASSETS
The following significant acquisitions and disposals were made during the year:1. Pursuant to a Scheme of Arrangement involving DMIB Berhad (“DMIB”), its stockholders and Sime Engineering Services Berhad
(“SESB”) (“Scheme of Arrangement”), DMIB cancelled its entire issued share capital and issued 141,600,000 new shares to
Continental Sime Tyre Sdn Bhd (formerly known as SDC Tyre Sdn Bhd) (“CST”), resulting in DMIB becoming a wholly-owned
subsidiary of CST.
2. Pursuant to the Scheme of Arrangement, SESB issued 300,000,000 new shares to the former stockholders of DMIB on the
basis of one SESB share to one DMIB stock unit previously held. SESB also issued 190,061,000 new shares to Sime Darby
Berhad as part consideration for the acquisitions of new businesses from Sime Darby Berhad and/or its subsidiary companies,
resulting in Sime Darby Berhad holding 70.03% of the equity of SESB.
3. Continental Aktiengesellschaft (“Continental AG”) subscribed for a 30% equity interest in CST and acquired an additional 21%
equity interest in CST from Sime Darby Berhad, resulting in Sime Darby Berhad and Continental AG holding a 49% and 51%
equity interest in CST respectively.
46
Directors’ Report
4. Servitel Development Sdn Bhd disposed of its entire 22% equity interest in IOI Oleochemical Industries Berhad (formerly known
as Palmco Holdings Berhad), comprising 44,370,684 shares of RM1.00 each.
5. Sime Energy Holdings Pte Ltd (“SEHPL”) acquired a 50% equity interest in Island Power Holdings Pte Ltd (“IPH”). SEHPL
subsequently transferred its interest in IPH to Sime Power Pte Ltd.
6. Sime Darby Motor Group (NZ) Limited acquired the entire issued and paid-up share capital of the following companies:
i.
ii.
iii.
iv.
v.
Truck Investments Limited and its following subsidiaries:
a. Motor Truck Distributors (NZ) Limited
b. Hino Distributors NZ Limited
c. Truck Stops (NZ) Limited
d. ERF Man and Western Star (NZ) Limited
e. Palmerston North Motors Wholesale Limited
UD Truck Distributors (NZ) Limited
Cycle & Carriage (City) Limited
Cycle & Carriage (Pakuranga) Limited
Cycle & Carriage (North Shore) Limited
DIRECTORS
The Directors who have held office during the period since the date of the last Report are as follows:Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid (Chairman)
Tunku Tan Sri Dato’ Seri Ahmad bin Tunku Yahaya (Deputy Chairman)
Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid (Group Chief Executive)
(appointed as Director and Group Chief Executive on 13th June 2004)
Martin Giles Manen (Group Finance Director)
Dato’ Mohamed Azman bin Yahya (resigned on 31st May 2004)
Tan Sri Nik Mohamed bin Nik Yaacob (resigned as Director and Group Chief Executive on 12th June 2004)
YM Tunku Tan Sri Dato’ Seri Ahmad bin Tunku Yahaya, Mr. Michael Wong Pakshong and YM Raja Tan Sri Muhammad Alias bin Raja
Muhammad Ali, being over seventy years of age, retire in accordance with Section 129 of the Companies Act, 1965 and offer
themselves for re-appointment in accordance with Section 129(6) of the Act to hold office until the conclusion of the next Annual
General Meeting of the Company.
YBhg. Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid, who was appointed on 13th June 2004, retires in accordance with
the Articles of Association of the Company, and he, being eligible, offers himself for election.
The Directors retiring by rotation this year are YBhg. Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid, Mr Martin Giles Manen
and YBhg. Tan Sri Datuk Dr. Ahmad Tajuddin bin Ali who, being eligible, offer themselves for re-election.
Other than YBhg. Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid, none of the Directors retiring and offering themselves for
election, has a contract of service with the Company.
DIRECTORS’ BENEFITS
During and at the end of the year, no arrangements subsisted to which the Company is a party, with the object or objects 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 except for options over shares granted by the Company pursuant to the Sime Darby Employees’ Share Option Scheme.
Since the end of the previous year, no Director has received or become entitled to receive a benefit (other than benefits disclosed
as Director’s remuneration and benefits-in-kind in Note 2 on 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 he is a member, or with a company in which he has a substantial
financial interest.
47
Directors’ Report
DIRECTORS’ INTERESTS
According to the Register of Directors’ Shareholdings, particulars of interests of Directors who held office at the end of the
financial year in shares and options over shares in the Company during the year covered by the financial statements were as
follows:Number of ordinary shares of RM0.50 each
Sime Darby Berhad
At 1st July 2003
Acquired
Disposed
At 30th June 2004
13,316
10,000
20,000
65,000
–
20,000
–
–
–
–
–
–
13,316
30,000
20,000
65,000
Martin Giles Manen
Options over ordinary shares of RM0.50 each
At 1st July 2003/
date of appointment
Granted
Exercised
At 30th June 2004
162,000
108,000
–
54,000
–
–
162,000
162,000
Dato’ Ahmad Zubair @
Ahmad Zubir bin Haji Murshid
Martin Giles Manen
According to the Register of Directors’ Shareholdings, particulars of interests of Directors who held office at the end of the
financial year in shares in, and participatory interests made available by, subsidiaries of the Company during the year covered by
the financial statements were as follows:Number of ordinary stock units of RM0.50 each
At 1st July 2003
Acquired
10,000
–
DMIB Berhad
Disposed
At 30th June 2004
10,000*
–
Number of ordinary shares of RM0.50 each
At 1st July 2003
Sime Engineering Services Berhad
–
Acquired
Disposed
At 30th June 2004
–
10,000
10,000*
* The 10,000 shares in Sime Engineering Services Berhad (‘SESB’) were issued in exchange for the 10,000 stock units held in
DMIB Berhad (‘DMIB’), pursuant to the Scheme of Arrangement between DMIB, its stockholders and SESB.
Kuala Lumpur Golf & Country Club Berhad
Participatory interest
Type of membership
Tan Sri Dato’ Seri Dr. Ahmad Sarji bin Abdul Hamid
Martin Giles Manen
Honorary
Honorary
Honorary
Honorary
Honorary
Honorary
Honorary
Honorary
No other Director in office at the end of the year held any shares in the Company or shares in, debentures of or participatory
interest made available by its subsidiaries during the year.
48
Directors’ Report
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS
(a) Before the Income Statement and Balance Sheet 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 allowance for
doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate allowance had
been made for doubtful debts; and
(ii) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business,
their values as shown in the accounting records of the Group and of the Company, have been written down to amounts
which they might be expected to so realise.
(b) At the date of this Report, the Directors are not aware of any circumstances:(i) which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent; or
(ii) which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of
the Company misleading or inappropriate.
(c) As at the date of this Report:(i) there are no charges on the assets of the Group and of the Company which have arisen since the end of the year to secure
the liability of any other person; and
(ii) there are no contingent liabilities in the Group and of the Company which have arisen since the end of the year other than
those arising in the ordinary course of business.
(d) At the date of this Report, 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 misleading.
(e) 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 year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of
the Company to meet their obligations as and when they fall due.
OTHER STATUTORY INFORMATION
In the opinion of the Directors:(a) the results of the operations of the Group and of the Company during the year were not substantially affected by any item,
transaction or event of a material and unusual nature except as disclosed in Note 4 on the financial statements; and
(b) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the year and the
date of this Report which is likely to affect substantially the results of the operations of the Group and of the Company for the
year in which this Report is made except as disclosed in Note 36 on the financial statements.
AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
In accordance with a resolution of the Board of Directors
dated 24th August 2004
Chairman
Kuala Lumpur
24th August 2004
Group Chief Executive
49
The principal accounting policies of the Group are summarised below:
1 Basis of preparation
The financial statements are prepared under the historical cost convention except as disclosed in this summary of principal
accounting policies and comply with the provisions of the Companies Act, 1965.
The financial statements have been prepared in accordance with the applicable approved Accounting Standards in Malaysia,
which include Standards issued by Malaysian Accounting Standards Board (‘MASB’) as well as International Accounting
Standards adopted by MASB.
The new accounting standards adopted in the financial statements are as follows:•
•
MASB Standard No. 28: Discontinuing Operations
MASB Standard No. 29: Employee Benefits
The adoption of MASB Standard No. 28 and MASB Standard No. 29 has not given rise to any adjustments to the opening
balances of retained profits of the prior and current year or to changes in comparatives.
2 Basis of consolidation
a) Subsidiary companies
The consolidated financial statements include the financial statements of the Company and all its subsidiary companies made
up to the end of the year. Subsidiary companies are entities in which the Group has the power to exercise control over the
financial and operating policies so as to obtain benefits from their activities.
Subsidiary companies are consolidated using the acquisition method of accounting. The results of subsidiary companies
acquired or disposed of during the year are included in the consolidated income statement from the date of their acquisition
or up to the date of their disposal. External cost directly attributable to an acquisition, other than costs of issuing shares and
other capital instruments, is included as part of the cost of acquisition.
All intercompany transactions, balances and unrealised gains on transactions with and between Group companies are
eliminated. Unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, adjustments are made
to the financial statements of subsidiary companies to ensure consistency of accounting policies with those of the Group.
Minority interests in the consolidated balance sheet consist of the minorities’ share of the post acquisition net tangible assets
of the acquiree. Separate disclosure is made of minority interests.
b) Associated companies
Associated companies are entities in which the Group is in a position to exercise significant influence. Significant influence is
the power to participate in the financial and operating policy decisions, but not control over those policies.
Investments in associated companies are accounted for in the consolidated financial statements by the equity method of
accounting. The consolidated income statement includes the Group’s share of profits less losses of associated companies
based on the latest audited financial statements of the companies concerned. In the consolidated balance sheet, the Group’s
interest in associated companies is recorded at cost and adjusted thereafter for the post acquisition change in the Group’s
share of net assets of the associated companies.
Unrealised gains on transactions between the Group and the associated companies are eliminated to the extent of the Group’s
interest in the associated companies. Unrealised losses are eliminated unless cost cannot be recovered.
c) Jointly controlled entities
Jointly controlled entities are corporations, partnerships or other entities over which there is contractually agreed sharing of
control by the Group with one or more parties. The Group’s interests in jointly controlled entities are accounted for in the
consolidated financial statements by the equity method of accounting.
Equity accounting involves recognising in the income statement the Group’s share of the results of jointly controlled entities
for the period. The Group’s investments in jointly controlled entities are carried in the balance sheet at an amount that reflects
its share of the net assets of the jointly controlled entities.
Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent of the
Group’s interest in the jointly controlled entities. Unrealised losses are also eliminated unless cost cannot be recovered.
50
d) Goodwill
Goodwill arising on consolidation represents the excess of the purchase price over the fair value of the identifiable assets and
liabilities of the subsidiary companies, associated companies and jointly controlled entities at the date of acquisition. It is
written off against retained profits in the year of acquisition.
3 Currency translation
The financial statements are stated in Ringgit Malaysia.
Foreign currency transactions in Group companies are accounted for at exchange rates prevailing at the transaction dates,
unless hedged by forward foreign exchange contracts, in which case the rates specified in such forward contracts are used.
Foreign currency monetary items are translated into Ringgit Malaysia at exchange rates prevailing at the balance sheet date,
unless hedged by forward foreign exchange contracts, in which case the rates specified in such forward contracts are used.
Exchange differences arising from the settlement of foreign currency transactions and from the translation of foreign currency
monetary items are included in the income statement.
Income statements of foreign subsidiary and associated companies are translated into Ringgit Malaysia at average exchange
rates for the year and assets and liabilities, both monetary and non-monetary, at exchange rates ruling at the year end. All
resulting translation differences are taken to reserves. On disposal of the foreign entity, such translation differences are
recognised in the income statement as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities of the
Company and translated accordingly at the exchange rate ruling at the date of the transaction.
The principal exchange rates used for each respective unit of foreign currency in the Group are:
Year end rates
2004
Australia (A$)
Hong Kong (HK$)
Singapore (S$)
Thailand (Baht)
Chinese Renminbi
United States (US$)
Euro
2.62
0.487
2.21
0.09
0.46
3.80
4.59
Average rates
2003
2004
2.54
2.69
0.488
2.21
0.09
0.46
3.80
4.51
0.487
2.16
0.09
0.46
3.80
4.34
2003
2.23
0.487
2.16
0.09
0.46
3.80
3.99
4 Property, plant and equipment
Property, plant and equipment are stated at cost modified by the revaluation of certain land and buildings less accumulated
depreciation and impairment losses. Property, plant and equipment stated at valuation relate mainly to revaluations made in
1978 on a continuing agricultural use basis of the land and buildings of the Group’s plantations in Malaysia based on valuations
by professional firms of surveyors and valuers. In accordance with the transitional provisions issued by MASB on adoption of
MASB Standard No. 15 Property, Plant and Equipment, the valuation of these assets has not been updated, and they continue
to be stated at their existing carrying amounts less depreciation and impairment losses.
Surpluses arising on revaluation are credited to revaluation reserve. Any deficit arising from revaluation is charged against
the revaluation reserve to the extent of a previous surplus held in the revaluation reserve for the same asset. In all other
cases, a decrease in carrying amount is charged to income statement. On the disposal of revalued assets, amounts in
revaluation reserve relating to those assets are transferred to retained profits.
Freehold land is not depreciated. Leasehold land is depreciated on a straight line basis, over the period of the respective
leases ranging from 30 years to 999 years. Other property, plant and equipment are depreciated on a straight line basis to
write off the cost or valuation of each asset to their residual values over their estimated useful lives. The principal annual
depreciation rates are:
Buildings
Machinery, equipment and vehicles
2% to 5%
5% to 33 1/3%
Interest incurred on external borrowings related to property under construction is capitalised until the assets are ready for
their intended use.
51
5 Intangible assets
Expenditure on acquired rights and trademarks with finite useful life is capitalised and amortised using the straightline method
over their estimated useful lives not exceeding 20 years whilst those with indefinite useful life are capitalised and subject to
annual impairment review.
6 Research expenditure
Research expenditure relating to agricultural studies is charged to the income statement in the year in which the expenditure
is incurred.
7 New planting expenditure and replanting expenditure
New planting expenditure incurred on land clearing and upkeep of trees to maturity is capitalised under land cost and is not
amortised. Replanting expenditure is charged to the income statement in the year in which the expenditure is incurred.
8 Real property assets
Real property assets consisting of land held for future development are stated at cost of acquisition including all related costs
incurred subsequent to the acquisition on activities necessary to prepare the land for its intended use less accumulated
impairment losses. Such assets are transferred to inventories when significant development work is to be undertaken and is
expected to be completed within the normal operating cycle.
9 Inventories
Inventories are stated at the lower of cost and net realisable value. Cost includes, where relevant, an appropriate proportion
of overheads and is determined on a weighted average or first-in first-out basis or by specific identification. Net realisable
value is the estimate of the selling price in the ordinary course of business, less costs of completion and selling expenses.
The cost of land under development, related development costs common to whole projects and direct building costs are
carried forward as development property and expenditure at cost plus profit accrued to the appropriate stage of completion
less progress billings.
10 Trade and other receivables
Trade and other receivables are carried at anticipated realisable value. Specific allowances are made for debts which have
been identified as bad or doubtful. In addition, estimates are made for doubtful debts based on a review of all outstanding
amounts at year end.
When assets are sold under a finance lease, the present value of the lease payments is recognised as receivables. The
difference between the gross receivables and the present value of the receivables is recognised as unearned finance income.
11 Investments
The Company’s investments in subsidiary companies, associated companies and jointly controlled entities are shown at cost
less accumulated impairment losses. Quoted investments and marketable securities that are held for long term, are stated
at cost (adjusted for amortisation of premium or accretion of discounts to maturity, where appropriate) less accumulated
impairment losses. Unquoted investments that are held for long term are stated at cost less accumulated impairment losses.
Short term investments are stated at lower of cost and market value determined on an individual investment basis. Market
value is calculated by reference to quoted selling prices at the close of business on the balance sheet date.
Profits and losses from disposal of investments, impairment losses of investments held for long term and any reductions to
market value of short term investments and any reversals of such reductions are included in the income statement.
12 Taxation
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of
income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted
at the balance sheet date.
Deferred taxation is provided for, using the liability method, on temporary differences arising between the tax bases of assets
and liabilities and their carrying amounts in the financial statements. Deferred taxation assets are recognised to the extent
that it is probable that future taxable profit will be available against which the deductible temporary differences and unused
tax losses can be utilised.
Deferred taxation is measured at the tax rates that are expected to apply in the period when the asset is realised or the
liability is settled based on the tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred
tax is recognised in the income statement, except when it arises from a transaction which is recognised directly in reserve,
in which case the deferred tax is also recognised directly in reserve.
52
13 Operating leases
Leases where substantially all the rewards and risks of ownership of assets remain with the lessor are accounted for as
operating leases. Rentals on operating leases are charged to the income statement on a straight line basis over the lease
term.
14 Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as a result of past events, when it is
probable that an outflow of resources will be required to settle the obligation, and when a reliable estimate of the amount can
be made.
(a) Maintenance and warranty
The Group recognises the estimated liability to repair or replace products still under warranty at the balance sheet date.
This provision is calculated based on past history of the level of repairs and replacements.
(b) Property development
Cost provisions for property development are recognised arising from the commitments made on enhancements to the
infrastructure facilities of township development.
(c) Reorganisation
Reorganisation provisions are recognised on implementation of the plan for costs to be incurred following sale or closure
of a business operation or management reorganisation. Costs related to the on-going activities of the Group are not
provided in advance.
(d) Provision for future obligations
Provision for future obligations is recognised in respect of the Group’s commitment in a joint venture project.
15 Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash equivalents comprise cash in hand, deposits held at call with banks,
investment in money market instruments and demand deposits, net of bank overdrafts. In the balance sheet, investment in
money market instruments held for short term and bank overdrafts are included in short term investments and short term
borrowings respectively.
16 Construction contracts
The profit on a construction contract is recognised as soon as the outcome of the contract can be estimated reliably. The
percentage of completion method is used to determine the appropriate amount of revenue and costs to be recognised in a
given period, by reference to the proportion of costs incurred to date to the total estimated costs to be incurred by completion
or the completion of a physical proportion of contract work to-date. When the outcome of a construction contract cannot be
estimated reliably, contract revenue is recognised only to the extent of contract costs incurred that is probably recoverable.
When it is probable that contract costs will exceed total contract revenue, the expected loss is recognised as an expense
immediately.
The aggregate costs incurred and the profits or losses recognised on a contract are compared against the progress billings
up to the year end. Where costs incurred and recognised profits/(losses) exceed progress billings, the balance is shown as
amounts due from customers on construction contracts, under trade and other receivables. Where progress billings exceed
costs incurred and recognised profits/(losses), the balance is shown as amount due to customers on construction contracts,
under trade and other payables.
17 Revenue recognition
Revenue is recognised upon delivery of goods or performance of services, net of discounts, allowances, sales and service taxes
and after eliminating sales within the Group. Revenue from property development and other long term contracts is recognised
on the percentage of completion method by reference to the proportion of costs incurred to date in relation to the total
estimated costs.
Other revenues earned by the Group are recognised on the following basis:
(a) Finance charges from leasing and hire purchase financing - recognised on an accrual basis over the period of the leasing
and hire purchase contracts using the “sum-of-digits” method.
(b) Interest income - recognised as it accrues.
(c) Dividend income - recognised when the right to receive payment is established. In this respect the Group policy is to
recognise interim dividends from subsidiary when they are declared and final dividends when they are approved by
shareholders in general meeting.
53
18 Impairment of assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any indication
of impairment. If any such indication exists, impairment is measured by comparing the carrying values of the assets with their
recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which is measured by reference
to discounted future cash flows.
The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it is charged
to the revaluation surplus. Any subsequent increase in recoverable amount is recognised in the income statement unless it
reverses an impairment loss on a revalued asset in which case it is taken to revaluation surplus.
19 Employee Benefits
a) Short term employee benefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits are accrued in the period in which
the associated services are rendered by employees of the Group.
b) Defined contribution plans
The Group has various defined contribution plans in accordance with local conditions and practices in the countries in which
it operates. The Group’s contributions to defined contribution plans are charged to the income statement in the year in
which they relate. Once the contributions have been paid, the Group has no further payment obligations.
c) Termination benefits
Termination benefits are payable whenever an employee’s employment is terminated before the normal retirement date or
whenever an employee accepts voluntary redundancy in exchange for these benefits. The Group recognises termination
benefits when it is demonstrably committed to either terminate the employment of current employees according to a
detailed formal plan without possibility of withdrawal or to provide termination benefits as a result of an offer made to
encourage voluntary redundancy. Benefits falling due more than 12 months after balance sheet date are discounted to
present value.
d) Equity compensation benefits
Details of the Group’s Employee Share Option Scheme are set out in Note 9 to the financial statements. The Group does
not make a charge to the income statement in connection with share options granted. When the share options are
exercised, the proceeds received net of any transaction costs, are credited to share capital and share premium.
20 Financial instruments
a) Financial instruments recognised on the balance sheet
The particular recognition method adopted for the financial instruments recognised on the balance sheet date is disclosed
in the individual policy statements associated with each item.
b) Financial instruments not recognised on the balance sheet
The Group is a party to financial instruments which comprise forward foreign exchange contracts, interest rate and
currency swap contracts. These instruments are not recognised in the financial statements on inception.
Forward foreign exchange contracts
The Group enters into forward foreign exchange contracts to protect the Group from movements in exchange rates by
establishing the rate at which a foreign currency asset or liability will be settled. Exchange gains and losses arising on
contracts entered into as hedges of anticipated future transactions are deferred until the date of such transaction, at which
time they are included in the measurement of such transactions. All other exchange gains and losses relating to hedge
instruments are recognised in the income statement in the same period as the exchange differences on the underlying hedged
items.
Interest rate and currency swap contracts
Interest rate and currency swaps, collars and caps contracts are designed to protect the Group from movements in interest
rates. The notional principal of these contracts are recorded off balance sheet. Any differential to be paid or received on an
interest rate and currency swap contract is recognised as a component of interest income or expense over the period of the
contract. Gains and losses on early termination of interest rate and currency swaps or on repayment of the borrowing are
taken to the income statement.
54
Income Statements
Amounts in RM million unless otherwise stated
Note
Group
2004
Revenue
Operating expenses
Other operating income
1
2
3
2003
Company
2004
2003
14,903.5
(13,813.3)
299.1
13,717.8
(12,663.5)
170.5
487.6
(87.8)
106.5
659.7
(93.8)
0.5
Operating profit
Share of results of jointly controlled entities
Share of results of associated companies
1,389.3
(75.6)
24.6
1,224.8
3.2
40.2
506.3
–
–
566.4
Profit before interest
1,338.3
1,268.2
506.3
566.4
35.0
(22.0)
20.4
(10.0)
519.3
576.8
Investment and interest income
Finance costs
5
93.1
(87.8)
1,343.6
Taxation:
86.2
(70.3)
1,284.1
–
–
6
Company and subsidiary companies
Associated companies
(319.8)
(8.4)
(329.7)
(9.8)
(69.1)
–
(158.3)
(328.2)
(339.5)
(69.1)
(158.3)
944.6
450.2
418.5
1,015.4
–
Minority interests
(96.7)
(134.9)
–
–
Net profit for the year
918.7
809.7
450.2
418.5
Sen
Sen
- Basic
39.4
34.8
- Diluted
39.3
34.8
- Basic
35.8
34.3
- Diluted
35.7
34.3
Earnings per share
7
Earnings per share excluding unusual items
7
The accounting policies set out on pages 50 to 54 and the notes on pages 59 to 96 are to be read as part of these financial statements.
55
Balance Sheets
Note
Group
Company
2004
2003
2004
2003
1,177.9
7,246.8
1,163.1
6,806.1
1,177.9
3,808.4
1,163.1
3,672.6
SHAREHOLDERS’ FUNDS
8,424.7
7,969.2
4,986.3
4,835.7
MINORITY INTERESTS
1,209.9
1,243.2
–
–
9,634.6
9,212.4
4,986.3
4,835.7
1,733.2
243.7
1,799.4
294.4
500.0
0.4
500.0
0.4
1,976.9
2,093.8
500.4
500.4
11,611.5
11,306.2
5,486.7
5,336.1
3,161.3
2,591.8
–
288.8
2,574.1
3,112.4
2,156.2
298.0
137.4
2,240.6
0.9
81.2
–
–
298.6
2.8
30.1
130.7
8,616.0
7,944.6
380.7
163.6
2,959.7
153.9
637.6
172.6
2,783.1
95.1
385.9
168.3
30.2
–
–
2.1
33.3
0.5
3,923.8
3,432.4
32.3
35.4
4,692.2
4,512.2
348.4
128.2
417.4
331.0
886.3
615.3
4.5
–
251.5
4,343.4
69.9
373.9
320.1
653.2
496.0
3.9
–
–
234.3
4,675.3
37.3
–
–
7.3
193.3
–
4,928.7
–
9.0
–
6,919.3
6,794.0
5,138.3
5,207.9
11,611.5
11,306.2
5,486.7
5,336.1
SHARE CAPITAL
RESERVES
9
10
NON-CURRENT LIABILITIES
Loans and financing
Deferred taxation liabilities
11
13
CURRENT ASSETS
Inventories
Trade and other receivables
Short term investments
Cash held under Housing Development Accounts
Bank balances, deposits and cash
14
15
21
17
18
CURRENT LIABILITIES
Trade and other payables
Provisions
Short term borrowings
Current taxation
19
20
11
NET CURRENT ASSETS
NON-CURRENT ASSETS
Deferred taxation assets
Investments
Jointly controlled entities
Subsidiary companies
Real property assets
Property, plant and equipment
Intangible assets
15
13
21
22
23
24
25
26
NET TANGIBLE ASSETS PER SHARE
7
–
Sen
Sen
355
341
–
–
–
1.6
6.0
1.8
–
5,192.4
–
7.7
–
56
Statements Of Changes In Equity
Group
2004
At 1st July 2003:
Share
capital
Reserves
1,163.1
6,806.1
Company
Total
Share
capital
Reserves
Total
7,969.2
1,163.1
3,672.6
4,835.7
Currency translation differences
Goodwill written off
–
–
42.4
(206.0)
42.4
(206.0)
–
–
–
–
–
–
Net loss not recognised in income statement
–
(163.6)
(163.6)
–
–
–
Dividends for year ended
- Final dividend (30th June 2003)
- Interim dividend (30th June 2004)
Issue of shares
–
918.7
918.7
–
450.2
450.2
(361.1)
(84.5)
131.2
(361.1)
(84.5)
146.0
(361.1)
(84.5)
131.2
(361.1)
(84.5)
146.0
–
–
14.8
–
–
14.8
At 30th June 2004
1,177.9
7,246.8
8,424.7
1,177.9
3,808.4
4,986.3
2003
At 1st July 2002:
1,163.0
6,279.1
7,442.1
1,163.0
3,650.0
4,813.0
–
–
158.9
(45.7)
158.9
(45.7)
–
–
–
–
–
–
Net gains not recognised in income statement
–
113.2
113.2
–
–
–
Issue of shares
–
809.7
809.7
–
418.5
418.5
–
–
0.1
(312.6)
(83.7)
0.4
(312.6)
(83.7)
0.5
–
–
0.1
(312.6)
(83.7)
0.4
(312.6)
(83.7)
0.5
1,163.1
6,806.1
7,969.2
1,163.1
3,672.6
4,835.7
At 30th June 2003
An analysis of the movements in each category within reserves is set out in Note 10.
57
Cash Flow Statements
Note
Adjustments for :
Dividends from subsidiary and associated companies
Unusual items
Surplus on disposal of machinery, equipment and vehicles
Share of profits less losses of associated companies and
jointly controlled entities
Unrealised exchange gain
Investment income
Interest income
Interest expense
Depreciation
Taxation
Other non-cash items
4
28
Group
2004
2003
1,015.4
944.6
450.2
418.5
(584.5)
–
(50.2)
(88.9)
(12.6)
(32.2)
(402.8)
(105.7)
(0.8)
51.0
(4.7)
(32.5)
(60.6)
87.8
333.9
328.2
9.6
(43.4)
(2.0)
(40.8)
(45.4)
70.3
343.7
339.5
2.2
–
0.5
(0.6)
(34.4)
22.0
4.0
69.1
0.1
(0.5)
(19.9)
10.0
3.4
158.3
0.2
1.6
(15.0)
(156.2)
(358.2)
(68.1)
217.5
2.0
(70.7)
–
(4.5)
(1.6)
0.4
1,158.9
(71.6)
(14.3)
(347.5)
63.4
(85.2)
38.4
23.4
(346.6)
44.5
(61.1)
47.7
15.4
(4.4)
34.5
(22.0)
0.6
358.1
(8.6)
19.8
(1.6)
0.4
409.7
638.3
858.8
295.2
405.4
1,589.0
–
Company
2004
2003
1,523.9
–
(0.5)
–
–
Changes in working capital
Inventories
Cash held under Housing Development Accounts
Trade and other payables and provisions
(29.9)
(649.8)
(151.4)
187.9
Cash generated from operations
945.8
Taxation paid
Interest received
Interest paid
Investment income received
Dividends from subsidiary and associated companies
Net cash inflow from operating activities
–
1.9
Net cash (outflow)/inflow from investing activities
29
(424.0)
(334.5)
172.3
(238.0)
Net cash (outflow)/inflow from financing activities
30
(98.4)
321.7
(299.6)
(65.8)
115.9
846.0
167.9
101.6
13.2
2,412.9
70.9
1,496.0
–
130.7
29.1
2,542.0
2,412.9
298.6
130.7
Net in increase cash and cash equivalents
Foreign exchange differences
Cash and cash equivalents at beginning of the year
Cash and cash equivalents at end of year
18
–
58
INCOME STATEMENTS
1
REVENUE
Revenue for the Group represents sales of goods and services, income from construction contracts and commissions earned
outside the Group, net of discounts, allowances and sales and service taxes.
Revenue for the Company represents commissions and commodity trading activities, fees from management services
rendered, and income from shares held in subsidiary and associated companies.
Group
Company
2004
2003
2004
2003
11,796.3
2,533.8
573.4
10,757.5
2,502.5
457.8
39.2
45.6
–
36.4
38.8
–
–
–
–
78.3
318.0
92.3
486.7
–
–
6.5
5.5
14,903.5
13,717.8
487.6
659.7
Analysis of revenue
Sales of goods
Performance of services
Construction contracts
Income from shares held in subsidiary companies
Quoted
Unquoted
Income from shares held in associated companies
Unquoted
–
Performance of services for the Company include commissions and management fees from subsidiary companies of
RM44.7million (2003 - RM37.0 million).
2
OPERATING EXPENSES
Group
Changes in inventories of finished goods and work in progress
Finished goods and work in progress purchased
Raw materials and consumables used
Staff costs
Depreciation
Amortisation of intangible assets
Construction contract cost
Other operating expenses
The number of persons employed, at the end of the year
Company
2004
2003
2004
2003
(27.8)
9,333.6
1,229.1
1,142.4
333.9
2.3
444.8
1,355.0
(269.8)
7,947.5
1,467.9
1,130.8
343.7
0.1
407.2
1,636.1
2.0
28.0
2.7
31.8
4.0
–
–
19.3
(1.6)
30.0
2.1
29.6
3.4
13,813.3
12,663.5
87.8
93.8
24,405
27,484
306
318
84.1
3.5
88.7
3.3
2.8
–
2.8
–
–
30.3
Staff costs include:
Defined contribution plans
Termination benefits
–
Included in construction contract cost of the Group is hire of plant and machinery amounting to RM14.1 million (2003:RM7.7
million)
59
2
OPERATING EXPENSES (CONTINUED)
Group
Other operating expenses include:
Auditors’ remuneration:
Fees for statutory audits
Fees for other services
Directors’ remuneration:
Fees
Other emoluments
Hire of plant and machinery
Operating lease payments for land and buildings to:
Companies external to the Group
Replanting expenditure
Research expenditure
Allowance for doubtful debts
Writeback of allowance for doubtful debts
Realised exchange gain
Unrealised exchange (gain)/loss
Provision for reorganisation expenses and severance
costs (Note 4)
Writeback of impairment losses on long term
investments (Note 4)
Impairment losses on property, plant and equipment
(Notes 4 and 25)
Company
2004
2003
2004
2003
7.4
2.4
6.9
1.0
0.3
0.2
0.3
0.1
1.2
3.1
5.3
1.0
2.0
5.0
1.0
2.8
0.2
0.9
1.6
0.2
–
96.2
23.1
6.6
16.9
(23.2)
(3.6)
(4.7)
97.1
27.7
6.9
27.1
(19.4)
(9.8)
(2.0)
3.4
0.1
–
–
–
(0.1)
–
0.5
3.6
0.1
0.3
2.7
–
–
(1.8)
(3.7)
–
–
5.4
57.1
–
–
–
–
–
–
(0.2)
–
–
The estimated monetary value of benefits provided to Directors during the year by way of usage of the Group’s and Company’s
assets and the provision of accommodation and other benefits amounted to RM0.2 million (2003 - RM0.2 million).
The remuneration paid to the Directors for the year ended 30th June 2004 is categorised as follows:Salary
Fees
Bonus
Benefits-in-kind
Allowances
and others
Total
Executive Directors
Non-executive Directors
1,445
–
–
1,160
245
–
202
–
1,451
–
3,343
1,160
Total
1,445
1,160
245
202
1,451
4,503
(in RM thousand)
Included in allowances and others is gratuity payment made to the former Group Chief Executive amounting to RM1.4 million
(2003:RM Nil).
The remuneration paid to the Directors, analysed into bands of RM50,000, are as follows:
No of Directors
Executive Directors
Non-executive Directors
< RM50,000
> RM50,000
to RM100,000
> RM100,000
to RM150,000
> RM150,000
to RM200,000
1
–
–
–
1
1
–
5
3
2
–
–
60
> RM500,000
to RM700,000
> RM2,600,000
to RM2,650,000
3
OTHER OPERATING INCOME
Group
Other operating income includes:
Rental income for land and buildings
Surplus on disposal of machinery, equipment and vehicles
Surplus on disposal of investments (Note 4)
Surplus on disposal of properties (Note 4)
Surplus on disposal of subsidiary and associated companies (Note 4)
4
2004
2003
44.4
88.9
7.9
49.2
92.1
29.6
32.2
29.1
31.0
0.5
Company
2004
2003
–
0.8
–
–
105.7
–
0.5
–
–
–
UNUSUAL ITEMS
The following income and allowances are classified as unusual items for the purpose of disclosure of segment results in
Note 33.
Group
Company
2004
2003
2004
2003
Surplus on disposal of investments
Surplus on disposal of subsidiary and associated companies
Surplus on disposal of properties
Provision for reorganisation expenses and
severance costs
Writeback of impairment losses on long term
investments
Impairment losses on property, plant and equipment
Provision for claim
Provision for foreseeable contract losses of a jointly controlled entity
Others
7.9
92.1
49.2
29.1
0.5
31.0
–
105.7
–
–
–
–
(0.3)
(2.7)
–
–
1.8
(5.4)
(20.0)
(77.1)
2.0
3.7
(57.1)
8.1
–
–
–
–
–
–
–
–
–
–
50.2
12.6
105.7
–
–
–
The provision for claim of RM20.0 million represents the amount set aside by DMIB Berhad (‘DMIB’) for the purpose of
meeting any claims relating to the discrepancy in the land area of Lot 4, Section 28, Town of Petaling Jaya, District of
Petaling, Selangor which was sold to Sime Engineering Services Berhad (‘SESB’) on 15th August 2003. DMIB has executed
a Trust Deed for the appointment of an independent Trust Company to hold the monies in a Trust Fund for a period of 5 years
from the date of the Trust Deed on 1st October 2003. At the end of the period of 5 years, any balance of the monies held
in the Trust Fund will be distributed to the persons whose names appear in DMIB’s Register of Members and Record of
Depositors at the close of business at 5.00 p.m. on 11th August 2003.
As a matter of prudence, the directors of SESB have decided to make a provision for foreseeable contract losses of RM77.1
million arising from changes in the cost structure of a major project undertaken in joint venture with both local and foreign
partners. SESB is pursuing certain mitigation measures and reliefs available under the contract.
5
INVESTMENT AND INTEREST INCOME
Group
Company
2004
2003
2004
2003
Income from marketable securities
Income from shares (gross):
Quoted in Malaysia
Quoted outside Malaysia
Unquoted
18.8
25.9
–
–
0.4
5.2
8.1
2.0
4.7
8.2
0.4
0.2
–
0.5
Total investment income
32.5
40.8
0.6
0.5
Interest income from:
Banks and other financial institutions
–
60.6
–
45.4
17.6
16.8
12.6
7.3
Total interest income
60.6
45.4
34.4
19.9
Total investment and interest income
93.1
86.2
35.0
20.4
61
–
–
6
TAXATION
2004
Group
2003
Company
2004
2003
227.0
104.8
229.1
92.7
68.1
1.0
157.1
1.8
1.0
(9.4)
1.7
(1.6)
–
–
–
–
(3.6)
7.8
–
(0.6)
319.8
8.4
329.7
9.8
69.1
–
158.3
328.2
339.5
69.1
158.3
Tax saving from the utilisation of current year tax losses
for which the related credit is recognised during the year
1.7
1.0
–
–
Tax saving from the utilisation of tax losses brought forward
from previous years for which the related
credit is recognised during the year
3.2
9.8
–
–
636.8
566.8
–
–
Current taxation
In respect of current year:
- Malaysian income tax
- Foreign income tax
In respect of prior year:
- Malaysian income tax
- Foreign income tax
Deferred taxation (Note 13)
Share of taxation of associated companies
–
Tax losses
Tax losses for which the related tax credit has not
been recognised in the financial statements
Tax reconciliation
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax
expense at the effective income tax rate of the Group and of the Company is as follows :
Group
Taxation at Malaysian statutory tax rate of 28% (2003: 28%)
Effect of different tax rates in other countries
Effect of income not subject to tax
Effect of expenses not deductible for tax purposes
Effect of utilisation of previously unrecognised tax losses and
unabsorbed capital allowances
Tax incentives available to the Group
Writeback of provision for taxation in respect of prior years
Deferred tax assets not recognised in respect of current
year’s tax losses and unabsorbed capital allowances
Others
Tax expense for the year
Effective tax rate (%)
62
2004
2003
1,343.6
1,284.1
Company
2004
2003
519.3
576.8
161.5
(1.0)
(6.7)
4.5
376.2
(39.2)
(102.3)
106.7
359.5
(24.2)
(56.9)
42.0
145.4
(0.8)
(76.7)
1.0
(2.3)
(11.4)
(8.4)
(3.2)
(13.9)
(0.5)
–
–
–
–
–
18.1
(9.2)
38.9
(2.7)
–
0.7
–
–
328.2
339.5
69.1
158.3
24.4
26.4
13.3
27.4
–
7
EARNINGS AND NET TANGIBLE ASSETS PER SHARE - GROUP
The basic earnings per share is calculated by dividing the Group’s net profit of RM918.7 million (2003 - RM809.7 million)
by the 2,334.2 million (2003 - 2,326.2 million) weighted average number of shares of the Company in issue during the year.
Using the same weighted average number of shares of the Company in issue during the year of 2,334.2 million, the
supplementary information presented for basic earnings per share is calculated as follows:
Group
2003
2004
RM million
Group
2004
2003
Sen per share
Unusual items (Note 4) less taxation and
minority interests
918.7
809.7
39.4
34.8
(82.2)
(11.9)
(3.6)
(0.5)
Net profit excluding unusual items
836.5
797.8
35.8
34.3
The diluted earnings per share and earnings excluding unusual items per share were calculated using an enlarged weighted
average number of shares of 2,340.4 million (2003 - 2,328.2 million) after the inclusion of the bonus element of number
of unexercised options outstanding as at 30th June 2004 of 6.2 million (2003 - 2.0 million). The terms of the unexercised
options are set out in Note 9.
The net tangible assets per share is calculated by dividing the Group’s net tangible assets of RM8,354.8 million (2003 RM7,931.9 million) by the 2,355.7 million (2003 - 2,326.2 million) number of shares of the Company in issue at year end.
8
DIVIDENDS - COMPANY
Company
2004
2003
Interim:
Paid on 21st May 2004
- 5.0 sen gross per share less Malaysian tax at 28% (2003 - 5.0 sen gross per
share less Malaysian tax at 28%)
84.5
83.7
Proposed final:
Payable on 17th December 2004
- 16.0 sen gross per share less Malaysian tax at 28% and 5.0 sen per share
tax exempt (2003 - 16.0 sen gross per share less Malaysian tax at 28% and
4.0 sen per share tax exempt)
389.2
361.1
473.7
444.8
At the forthcoming Annual General Meeting on 4th November 2004, a final dividend of 16.0 sen gross per share (2003 16.0 sen gross per share) less Malaysian tax at 28% and 5.0 sen per share tax exempt (2003 - 4.0 sen per share tax
exempt) amounting to RM389.2 million (2003 - RM361.1 million) will be proposed for shareholders’ approval. These
financial statements do not reflect this final dividend which will be accrued as a liability in the year ending 30th June 2005
when approved by shareholders.
63
BALANCE SHEETS
9
SHARE CAPITAL
(a) Share Capital
2004
2003
Authorised:
3,000.0 million (2003 - 3,000.0 million) ordinary shares of RM0.50 each
1,500.0
1,500.0
Issued and fully paid:
At 1st July - 2,326.2 million (2002 - 2,326.1 million) ordinary shares of RM0.50 each
1,163.1
1,163.0
14.8
0.1
1,177.9
1,163.1
29.5 million (2003-108,000) new shares issued pursuant to the exercise of options
under the Sime Darby Employees’ Share Option Scheme
At 30th June - 2,355.7 million (2003 - 2,326.2 million) ordinary shares of RM0.50 each
(b) Employees’ Share Option Scheme
The Company implemented an Employees’ Share Option Scheme (“Scheme”) which came into effect on 10th December 2001
for a period of five (5) years to 9th December 2006 but may be renewed for another five (5) years or such longer period as
allowed under the Companies Act, 1965. The Scheme is governed by the By-Laws which were approved by the shareholders
on 6th November 2001.
The main features of the Scheme are as follows:
•
Eligible employees are, in the case of Malaysian citizens, full time employees of the Company or of an eligible subsidiary
company who have been in the service of the Group for at least one (1) continuous year including employees serving a
fixed term contract of employment, the duration of which (including any period of employment that they have already
served) should be at least three (3) years and in the case of non-Malaysian citizens, full time executives of the Company
or an eligible subsidiary company who have been in the service of the Group for at least three (3) continuous years.
•
The options granted may be exercised at any time before the expiry of the Scheme in full or in such lesser number of
ordinary shares provided that the number shall be in multiples of 1,000 shares.
•
The price at which the grantees are entitled to subscribe for shares under the Scheme is the weighted average market
price of the shares as shown in the daily official list issued by Bursa Malaysia Securities Berhad for the five (5) market
days immediately preceding the respective dates of offer of the options, with a discount of not more than 10% (or such
other higher percentage as may be allowed by the Securities Commission, Bursa Malaysia Securities Berhad and/or
other relevant authorities).
•
The grantees have no right to participate, by virtue of these options, in any share issue of any other company within
the Group.
•
Options granted under the Scheme carry no dividend or voting rights. Upon exercise of the options, the shares issued
rank pari passu in all respects with the then existing ordinary shares of the Company.
64
9
SHARE CAPITAL (CONTINUED)
The movements during the year in the number of share options over the ordinary shares of the Company are as follows:
Number of shares under option
Date granted
2004
28th February 2002
12th May 2002
6th June 2003
31st December 2003
2003
28th February 2002
12th May 2002
6th June 2003
Exercise
Price
RM/Share
At 1st July
‘000
Granted
‘000
4.90
5.09
5.08
5.47
59,480
3,031
23,378
–
–
–
–
24,374
(23,436)
(685)
(5,433)
–
(3,309)
(459)
(1,837)
(331)
32,735
1,887
16,108
24,043
85,889
24,374
(29,554)
(5,936)
74,773
64,686
3,582
–
–
(108)
–
23,537
68,268
23,537
4.90
5.09
5.08
Exercised
‘000
–
–
(108)
Number of share options vested at balance sheet date (‘000)
Lapsed
‘000
At 30th June
‘000
(5,098)
(551)
(159)
59,480
3,031
23,378
(5,808)
85,889
2004
2003
–
–
Details of share options exercised during the year and the fair value, at exercise date, of ordinary shares issued are as follows:
Date exercised
2004
July - September 2003
October - December 2003
January - March 2004
April - June 2004
Exercise
price
RM/Share
Fair value
of shares
at share
issue date
RM/Share
4.90
5.08
4.90
5.08
5.09
4.90
5.08
5.09
4.90
5.08
5.09
5.13
5.20
5.39
5.39
5.48
5.72
5.72
5.72
5.49
5.49
5.53
46
5
990
196
6
12,863
2,680
238
9,537
2,552
441
29,554
4.90
4.90
5.14
5.10
86
22
0.4
0.1
108
0.5
(0.1)
0.4
Number of
share Considerations
options
received
‘000
RM’million
Less : Par value of ordinary shares
Share premium
2003
July - September 2002
January - March 2003
Less : Par value of ordinary shares
Share premium
0.2
0.1
4.8
1.0
0.1
63.0
13.6
1.2
46.8
13.0
2.2
146.0
(14.8)
131.2
The fair value of shares issued on the exercise of options is the mean market price at which the Company’s share were traded
on the Bursa Malaysia Securities Berhad on the day prior to the exercise of the options.
65
10 RESERVES
Group
Share
premium
Non - distributable
Revaluation
Capital
reserves
reserves
Exchange
reserves
Distributable
Retained
profits
Total
2004
At 1st July 2003
Transfers within reserves on realisation
Issue of shares
2,384.2
–
–
–
–
78.2
–
–
(2.2)
–
209.2
–
–
–
–
578.2
42.4
–
–
–
3,556.3 6,806.1
–
42.4
(206.0) (206.0)
2.2
–
918.7
918.7
–
–
131.2
–
–
–
–
–
–
–
–
–
At 30th June 2004
2,515.4
76.0
209.2
620.6
3,825.6
7,246.8
At 1st July 2002:
Issue of shares
2,383.8
79.0
224.1
–
–
–
–
419.3
158.9
3,172.9
–
–
–
–
(45.7)
15.7
809.7
6,279.1
158.9
(45.7)
At 30th June 2003
(361.1)
(84.5)
–
(361.1)
(84.5)
131.2
2003
–
–
–
–
–
–
–
–
–
–
–
–
(312.6)
(83.7)
0.4
–
–
–
–
(312.6)
(83.7)
0.4
2,384.2
78.2
209.2
578.2
3,556.3
6,806.1
At 1st July 2003
Issue of shares
2,384.2
–
–
–
–
–
–
–
–
924.7
47.0
450.2
3,672.6
–
450.2
–
–
131.2
–
–
–
–
–
–
–
–
–
(361.1)
(84.5)
–
(361.1)
(84.5)
131.2
At 30th June 2004
2,515.4
–
316.7
–
976.3
(0.8)
–
–
(14.9)
–
809.7
Company
2004
66
363.7
(47.0)
–
3,808.4
10 RESERVES (CONTINUED)
Company
Share
premium
Non - distributable
Revaluation
Capital
reserves
reserves
Exchange
reserves
Distributable
Retained
profits
Total
2003
–
–
–
365.5
(1.8)
–
–
–
0.4
–
–
–
–
–
–
2,384.2
–
363.7
At 1st July 2002:
Issue of shares
2,383.8
At 30th June 2003
–
–
–
–
900.7
1.8
418.5
3,650.0
–
–
–
(312.6)
(83.7)
–
(312.6)
(83.7)
0.4
–
924.7
3,672.6
–
–
418.5
The Group’s revaluation reserves relate mainly to revaluation made in 1978 of the land and buildings of the Group’s
plantations in Malaysia. Capital reserves represent retained profits capitalised by subsidiary companies.
There are sufficient Malaysian and Singaporean tax credits available to frank approximately RM2,308.9 million (2003 RM2,309.8 million) and RM592.8 million (2003 - RM612.1 million) of the retained profits of the Group and the Company
respectively if paid out as dividends. In addition, the Group and the Company have tax exempt accounts available to frank tax
exempt dividends amounting to approximately RM698.2 million (2003 - RM560.4 million) and RM466.6 million (2003 RM292.8 million) respectively.
11 LOANS AND FINANCING
Group
Company
2004
2003
2004
2003
25.3
1,207.9
500.0
22.1
1,277.3
500.0
–
–
500.0
500.0
1,733.2
1,799.4
500.0
500.0
–
32.1
5.9
31.6
–
–
–
–
18.4
54.1
533.0
0.8
16.8
330.8
–
–
–
–
–
–
637.6
385.9
–
–
2,370.8
2,185.3
500.0
500.0
Non current
Term loans (secured)
Term loans (unsecured)
Al Murabahah Medium Term Notes (unsecured) (Note 12)
–
–
Current
Bank overdrafts
- secured (Note 18)
- unsecured (Note 18)
Portion of term loans due within one year
- secured
- unsecured
Other short term borrowings (unsecured)
67
11 LOANS AND FINANCING (CONTINUED)
Included in unsecured term loans is an amount of RM59.9 million (2003 - RM59.9 million) in respect of the 12% cumulative
subordinated unconvertible redeemable unsecured loan stocks issued by one of the Group’s subsidiary companies in Malaysia.
The repayment of the loan stocks is subordinated to all unsecured facilities of the subsidiary company. The loan stocks are
redeemable at par at any date determined by the subsidiary company’s directors up to 31st December 2023.
The secured term loans and bank overdrafts are secured by a charge on the property, plant and equipment of a subsidiary
company with a net book value of RM61.6 million (2003 - RM35.2 million) at the balance sheet date.
Group
2004
The average effective interest rates/profit margin are as follows:
Term loans:
- before interest rate swaps
- after interest rate swaps
Al Murabahah Medium Term Notes
Bank overdrafts
Other short term borrowings
2003
%
3.33
3.34
4.38
6.29
3.13
3.01
3.05
4.38
6.21
3.53
Company
2004
2003
%
–
–
–
–
4.38
4.38
–
–
–
–
Term loans and Al Murabahah Medium Term Notes are subject to the following repayment maturity periods:
Group
Within 1 year
Between 1 and 2 years
After 5 years
Company
2004
2003
2004
2003
72.5
46.9
300.0
1,386.3
17.6
83.7
318.9
1,396.8
–
–
–
500.0
500.0
1,805.7
1,817.0
500.0
500.0
–
–
–
Term loans that are subject to contractual interest rates repricing within 1 year amounted to RM1,150.8 million (2003 :
RM1,159.2 million).
12 AL MURABAHAH MEDIUM TERM NOTES - UNSECURED
On 6th February 2003, the Company issued RM500 million Al Murabahah Medium Term Notes under the RM1,500 million
Al Murabahah Commercial Paper (‘MCP’) and Medium Term Notes (‘MMTN’) Programme (‘Programme’) at par with a profit
rate of 4.38% per annum.
Salient features of the Programme are as follows:
1) Total outstanding nominal value of the MCP and MMTN (collectively known as ‘Notes’) shall not exceed RM1,500 million
subject to a sub-limit of RM500 million for the MCP.
2) The tenure of the Programme is up to seven years from date of the first issuance of any Notes under the Programme.
3) MCP has a maturity of 12 months or below and are mandatorily redeemed at nominal value upon maturity date. The
profit for the MCP is payable on maturity of the MCP.
4) MMTN has a maturity of 1 year but not more than 7 years and on condition that the MMTN mature prior to the expiry
of the tenure of the Programme. The MMTN are mandatorily redeemed at nominal value upon maturity date. The profit
for the MMTN is payable either in fixed amounts at the end of each Profit Period or upon maturity of the MMTN.
As at 30th June 2004, the proceeds of the MMTN have been utilised to fund capital expenditure and investments of the Group.
68
13 DEFERRED TAXATION
The following amounts, determined after appropriate offsetting, are shown in the balance sheets:
Group
2004
2003
2004
Company
2003
331.0
(243.7)
320.1
(294.4)
–
(0.4)
(0.4)
–
87.3
25.7
(0.4)
(0.4)
2004
25.7
3.6
4.1
57.5
(3.6)
2003
6.2
2004
(0.4)
–
–
–
–
87.3
25.7
(0.4)
The movements during the year relating to deferred tax are as follows:
Group
At 1st July
(Charged)/Credited to income statement
Acquisition of subsidiary companies
Disposal of subsidiary companies
Exchange differences
At 30th June
Company
28.0
(7.8)
(0.7)
–
2003
(1.0)
0.6
–
–
–
(0.4)
The components and movements of deferred taxation liabilities and assets during the year (prior to offsetting of balances)
comprise the following:
Group
2004
Property, Plant
and Equipment
Real Property
Assets
Others
Total
At 1st July 2003
(Credited)/Charged to income statement
261.1
(8.1)
(67.2)
1.0
59.1
–
–
–
20.1
1.6
(0.6)
1.4
340.3
(6.5)
(67.8)
2.4
At 30th June 2004
186.8
59.1
22.5
268.4
Property, Plant
and Equipment
Real Property
Assets
Others
Total
11.8
7.1
338.4
(0.5)
2003
At 1st July 2002
(Credited)/Charged to income statement
267.5
(7.6)
0.7
0.5
59.1
At 30th June 2003
261.1
59.1
2004
Provisions
–
–
–
Real
Property
Assets
Property,
Plant
and
Equipment
12.5
At 1st July 2003
(Charged)/Credited to income
statement
84.2
160.2
2.1
4.1
(9.2)
2.0
(13.5)
–
–
–
At 30th June 2004
83.2
146.7
At 1st July 2002
(Charged)/Credited to income
statement
82.7
At 30th June 2003
–
0.7
1.2
1.7
20.1
340.3
Tax losses and
unabsorbed
capital
Inventories
allowance
Others
Total
67.0
10.1
32.0
366.0
(15.1)
–
–
–
15.1
–
(0.4)
(2.1)
8.5
–
(0.7)
(1.1)
(2.9)
4.1
(10.3)
(1.2)
12.5
51.9
22.7
38.7
355.7
162.2
12.5
69.8
15.2
24.0
366.4
(4.7)
6.2
(2.0)
–
–
(2.8)
–
–
(5.2)
0.1
6.4
1.6
(8.3)
7.9
84.2
160.2
12.5
67.0
10.1
32.0
366.0
–
–
–
–
2003
69
13 DEFERRED TAXATION (CONTINUED)
Company
2004
Property, Plant
and Equipment
2003
Property,Plant
and Equipment
At 1st July
Credited to income statement
0.4
–
1.0
(0.6)
At 30th June
0.4
0.4
14 INVENTORIES
Group
Produce stocks
Trading inventories:
Heavy equipment
Motor vehicles
Commodities and others
Development property and expenditure including attributable profit of
RM374.3 million (2003 - RM376.7 million) less progress payments
of RM1,256.1million (2003 - RM1,175.3 million)
Materials and consumable stores
Company
2004
2003
2004
2003
25.9
20.6
–
–
744.6
1,114.9
276.0
883.9
915.1
318.7
–
–
–
–
–
1.3
894.4
105.5
848.3
125.8
–
0.9
1.5
3,161.3
3,112.4
0.9
2.8
–
The carrying value of trading inventories includes RM131.5 million (2003 - RM162.5 million) stated at net realisable values.
15 TRADE AND OTHER RECEIVABLES
Group
Trade receivables less allowance for doubtful debts of RM79.4 million
(2003 - RM102.7 million) for the Group and RM0.1 million (2003 RM0.2 million) for the Company
Amounts due from customers on construction contracts
(Note 16)
Amounts due from associated companies
Other receivables less allowance for doubtful debts of RM4.8 million
(2003 - RM7.5 million) for the Group and RM Nil (2003 - RM Nil)
for the Company
Deposits
Prepayments
Tax recoverable
Net investments in finance lease after deducting unearned finance
income of RM37.3 million (2003 - RM33.9 million) and allowance
for doubtful debts of RM8.1 million (2003 - RM7.8 million)
Company
2004
2003
2004
2003
1,774.7
1,508.4
4.7
4.3
96.0
68.7
80.5
38.6
–
1.2
0.2
253.6
37.2
62.7
63.6
192.9
35.8
67.1
35.0
73.4
1.5
0.4
–
23.6
1.5
0.5
235.3
197.9
–
–
2,591.8
2,156.2
81.2
30.1
–
–
Group
2004
2003
239.7
403.2
23.7
666.6
Unearned finance income
280.7
444.2
29.0
753.9
(78.9)
(22.3)
(73.3)
(21.5)
Net investments in finance lease
652.7
571.8
Gross investments in finance lease:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
70
15 TRADE AND OTHER RECEIVABLES (CONTINUED)
The effective interest rates applicable on net investments in finance lease ranged from 7.07% to 13.11% (2003 : 5.35% to 16.08%).
Representing :
Group
Current receivable
Non-current receivable
Net investments in finance lease:
Not later than 1 year
Later than 1 year and not later than 5 years
Later than 5 years
2004
2003
235.3
417.4
197.9
373.9
652.7
571.8
235.3
390.4
27.0
197.9
351.6
22.3
652.7
571.8
2004
2003
Credit terms of trade receivables and amounts due from customers range from 14 to 180 days.
16 CONSTRUCTION CONTRACTS - GROUP
Aggregate costs incurred
Recognised profits less losses to date
1,304.4
183.4
1,487.8
(1,448.0)
Progress billings
Represented by :
Amounts due from customers (Note 15)
Amounts due to customers (Note 19)
Retention on contracts
977.1
155.3
1,132.4
(1,086.7)
39.8
45.7
96.0
(56.2)
80.5
(34.8)
39.8
45.7
1.3
3.2
17 CASH HELD UNDER HOUSING DEVELOPMENT ACCOUNTS
Cash held under the Housing Development Accounts represents monies received from purchasers of residential properties
less payments or withdrawals in accordance with the Housing Developers (Control and Licensing) Act 1966. The amounts
are held at call with banks.
18 BANK BALANCES, DEPOSITS AND CASH
Group
Deposits with licensed banks
Deposits with finance companies
Deposits with other corporations
Cash at bank and in hand
2003
1,380.1
310.0
302.2
581.8
1,519.4
90.3
126.2
504.7
195.1
30.3
70.0
3.2
61.3
2.0
65.6
1.8
2,574.1
2,240.6
298.6
130.7
Group
Effective interest rates are as follows:
Deposits with licensed banks
Deposits with finance companies
Deposits with other corporations
Cash at bank
Company
2004
2003
2004
2004
%
2003
0.02-10.00
2.70-3.00
2.06-2.83
0.00-4.78
0.20-11.70
2.65-3.10
2.70-3.00
0.00-4.15
%
Company
2004
2003
%
%
2.62-2.76
2.80
2.73
–
2.84-2.85
3.10
2.78
–
Deposits of the Group and Company have maturity periods ranging from on call basis to 1 year. Bank balances are deposits
held at call with banks.
71
18 BANK BALANCES, DEPOSITS AND CASH (CONTINUED)
For the purpose of the Group’s cash flow statement, the cash and cash equivalents at year end comprised the following:
Group
2004
Bank balances, deposits and cash
Investment in money market instruments
Bank overdrafts - secured (Note 11)
Bank overdrafts - unsecured (Note 11)
Company
2004
2003
2003
2,574.1
–
–
(32.1)
2,240.6
209.8
(5.9)
(31.6)
298.6
–
–
–
130.7
2,542.0
2,412.9
298.6
130.7
19 TRADE AND OTHER PAYABLES
Group
Trade payables
Trade accruals
Amount due to customers on construction contracts (Note 16)
–
–
–
Company
2004
2003
2004
2003
1,772.5
1,131.0
56.2
1,627.3
1,121.0
34.8
1.3
28.9
–
2.8
30.5
2,959.7
2,783.1
30.2
33.3
–
Credit terms of trade payables vary from 1 to 180 days. (2003 - 14 to 180 days)
20 PROVISIONS
Group
2004
At 1st July 2003
Maintenance
Provision for
and
Property Reorganisation
future Retirement
warranty development
expenses obligations
benefits
70.7
0.6
8.5
–
0.2
–
–
–
15.7
–
–
–
Additions
Unused amounts reversed
65.1
(24.5)
–
–
0.4
(0.1)
77.1
–
Charged/(Writeback) to income statement
Disposal of subsidiaries
Utilised
Transfer from/(to) accruals
40.6
(7.7)
(38.8)
2.9
–
–
–
–
0.3
–
(0.5)
–
77.1
–
–
–
Total
95.1
0.6
142.6
(24.6)
– 118.0
–
(7.7)
– (39.3)
(15.7) (12.8)
At 30th June 2004
68.3
8.5
–
77.1
–
153.9
2003
At 1st July 2002
96.2
3.1
8.5
9.3
–
–
–
–
14.7
0.1
128.7
3.2
Additions
Unused amounts reversed
37.0
(28.9)
–
–
6.3
(3.6)
–
–
2.3
45.6
(32.5)
Charged/(Writeback) to income statement
Utilised
Transfer from/(to) accruals
8.1
(39.5)
2.8
–
–
–
2.7
(0.4)
(11.4)
–
–
–
2.3
(1.4)
At 30th June 2003
70.7
8.5
0.2
–
–
–
13.1
(41.3)
(8.6)
15.7
95.1
Company
2004
At 1st July 2003
Transfer to accruals
0.5
(0.5)
At 30th June 2004
–
0.5
(0.5)
–
2003
At 1st July 2002
Additions
Utilised
0.5
0.1
(0.1)
0.5
0.1
(0.1)
At 30th June 2003
0.5
0.5
72
21 INVESTMENTS
Group
Current
At cost
Investment in money market instruments
Marketable securities – corporate bonds
Market value
Non-current
At cost
Quoted shares
In Malaysia
Outside Malaysia
Unquoted shares
In Malaysia
Outside Malaysia
Company
2004
2003
2004
2003
–
–
209.8
88.2
–
–
–
–
–
298.0
–
–
–
298.5
–
–
13.6
116.7
609.8
12.3
118.5
382.9
7.1
0.2
–
5.8
0.2
111.4
36.2
100.6
39.6
–
–
–
–
887.7
653.9
7.3
6.0
(0.7)
–
–
653.2
7.3
6.0
–
Accumulated impairment losses
(1.4)
Carrying amount
886.3
2004
2003
Carrying
amount
Market
value
Carrying
amount
Group
Quoted shares
In Malaysia
Outside Malaysia
13.6
116.7
24.9
152.6
12.3
118.5
19.5
123.6
130.3
608.4
177.5
617.2
130.8
382.2
143.1
404.1
738.7
794.7
513.0
547.2
Unquoted shares
In Malaysia
Outside Malaysia
Company
Quoted shares
In Malaysia
Outside Malaysia
111.4
36.2
100.6
39.6
886.3
653.2
Market
value
7.1
0.2
16.5
3.1
5.8
0.2
11.0
2.5
7.3
19.6
6.0
13.5
Effective interest rates and maturity periods of the marketable securities are as follows:
Group
Carrying
amount
Within 1 year
73
Effective
interest rates (%)
2004
2003
2004
2003
–
413.2
195.2
298.0
97.2
285.0
–
0.65-4.00
4.15-4.55
2.76-6.70
0.65-7.10
2.50-6.85
608.4
680.2
22
ASSOCIATED COMPANIES
2004
Group
2003
Company
2004
2003
Quoted shares
Unquoted shares
Share of post acquisition reserves
4.1
531.8
79.4
208.0
170.6
117.4
–
193.3
–
1.8
Share of associated companies’ net assets, excluding goodwill
615.3
496.0
193.3
1.8
Market value of quoted associated companies
100.6
311.4
–
–
1.4
1.7
–
–
Share of contingent liabilities
–
–
The Group’s equity interest in the associated companies, their respective principal activities, countries of incorporation and
principal places of business are shown in Note 37.
23 JOINTLY CONTROLLED ENTITIES - GROUP
The Group’s interest in the assets and liabilities, revenue and expenses of the jointly controlled entities is as follows:
Current assets
Current liabilities
Net assets
Revenue
Expenses
2004
58.2
(53.7)
72.6
(68.7)
4.5
3.9
2003
51.0
(126.6)
19.3
(16.1)
(75.6)
3.2
Share of capital commitments
–
–
Share of contingent liabilities
–
–
Details of the jointly controlled entities are as follows:
Name
Principal Activities
Proportion of ownership
2004
Malaysia - China Hydro Joint Venture
Tennamaram Biomass Sdn Bhd
2003
Engineering, procurement and construction work
Supply, delivery and sale of electrical energy to
Tenaga Nasional Berhad
25.0%
35.7%
70.0%
70.0%
Island Power Holdings Pte. Ltd.
Generation and supply of electrical power
50.0%
Sime Engineering Sdn. Bhd.
– Edwards & Sons Joint Venture
Procurement and construction work
35.7%
24 SUBSIDIARY COMPANIES - COMPANY
2004
Shares at cost
Quoted in Malaysia
Unquoted
Amounts owing by subsidiary companies
Amounts owing to subsidiary companies
–
51.0%
2003
Carrying
amount
Market
value
Carrying
amount
Market
value
782.1
1,922.5
2,704.6
2,271.3
(47.2)
1,927.5
533.9
1,947.0
1,431.8
4,928.7
2,480.9
2,717.1
(5.6)
5,192.4
The amounts owing to subsidiary companies were unsecured and interest free with no fixed terms of repayment.
The Group’s equity interest in the subsidiary companies, their respective principal activities, countries of incorporation and
principal places of business are shown in Note 37.
74
25 PROPERTY, PLANT AND EQUIPMENT
Land
Group
2004
Cost/Valuation
Freehold
Net book value at
beginning of year
Exchange rate adjustments
Disposal of subsidiaries
Acquisition of subsidiaries
Additions
Disposals and write offs
Impairment losses
Reclassification
Depreciation
1,057.7
9.4
–
3.3
2.7
(10.1)
–
–
–
Net book value at end of year
1,063.0
Cost
Valuation
Accumulated depreciation
812.3
253.1
–
(2.4)
1,063.0
Long
Short
leasehold leasehold
513.4
(2.3)
(1.1)
–
7.2
(4.4)
–
0.1
(3.5)
Vehicles,
equipment Capital
Plant and
and work in
Buildings machinery
fixtures progress
158.7
0.1
(0.5)
–
2.2
(1.3)
–
–
(5.4)
1,258.2
16.4
(25.4)
14.1
57.6
(60.5)
(3.3)
3.6
(53.3)
1,205.6
10.5
(340.0)
3.6
89.0
(2.6)
(1.3)
8.1
(116.7)
422.4
0.8
(19.9)
9.0
348.7
(121.7)
(0.8)
0.9
(155.0)
509.4
153.8
1,207.4
856.2
484.4
489.8
42.1
(22.5)
–
184.8
5.8
(36.8)
–
1,818.5
147.4
(669.4)
(89.1)
509.4
153.8
1,207.4
490.3
42.1
(19.0)
184.3
5.8
(31.4)
1,821.4
145.4
(616.1)
(92.5)
(1,589.0)
(96.3)
(934.6)
(1.9)
1,258.2
1,205.6
422.4
2,618.1
–
(1,705.7)
(56.2)
Total
59.3 4,675.3
1.1
36.0
(19.1) (406.0)
–
30.0
42.3
549.7
–
(200.6)
–
(5.4)
(14.4)
(1.7)
–
(333.9)
69.2
1,576.4
–
(1,089.6)
(2.4)
4,343.4
71.6 7,571.5
–
448.4
– (3,524.0)
(2.4) (152.5)
856.2
484.4
69.2
4,343.4
2,890.9
1,358.9
61.7
–
–
–
–
(2.4)
7,615.5
445.4
(3,190.1)
(195.5)
59.3
4,675.3
2003
Cost
Valuation
808.0
252.1
–
(2.4)
1,057.7
–
–
513.4
158.7
Property, plant and equipment of a subsidiary company with a net book value of RM61.6 million (2003 - RM35.2 million) are
charged to a bank as security for borrowings (see Note 11).
Company
Vehicles, equipment and fixtures
2004
Net book value at beginning of year
Additions
Disposals
Depreciation
2003
7.7
6.4
(1.1)
(4.0)
(3.4)
9.0
7.7
34.1
(25.1)
32.1
(24.4)
9.0
7.7
2004
2003
At beginning of year
Additions
Acquisition of subsidiary company
Amortisation
37.3
34.9
–
(2.3)
–
33.7
3.7
(0.1)
69.9
37.3
Cost
Accumulated amortisation
72.5
(2.6)
37.6
(0.3)
69.9
37.3
Cost
7.2
3.9
–
26 INTANGIBLE ASSETS - GROUP
75
27 CONTINGENT LIABILITIES AND COMMITMENTS
Group
Company
2004
2003
2004
2003
1,794.9
20.6
1,632.4
19.9
255.0
–
269.1
–
–
971.2
1,000.0
1,815.5
1,652.3
1,226.2
1,269.1
156.3
110.8
119.1
207.3
–
–
0.1
267.1
326.4
–
0.1
66.3
122.6
152.1
58.9
137.3
130.2
0.2
0.5
0.2
0.2
0.4
0.3
341.0
326.4
0.9
0.9
Unsecured contingencies:
Trade and performance guarantees
Claims pending against subsidiary companies
Guarantees and contingencies relating to the borrowings of
subsidiary companies
–
Authorised capital expenditure for property, plant and
equipment not provided for in the financial statements:
Contracted
Not contracted
–
Commitments under non-cancellable operating leases:
Expiring within 1 year
Expiring between 1 and 5 years
Expiring after 5 years
Certain minority shareholders of Sime Bank Berhad (‘Sime Bank’) had taken legal action against Sime Darby Berhad (‘Sime
Darby’) for failing to make a general offer to the rest of the shareholders when it acquired 60.35% of the equity of Sime Bank.
As the plaintiffs’ shares in Sime Bank have since been acquired by RHB Bank Berhad, the plaintiffs have dropped their claim
for the declaration of the said mandatory general offer to acquire the plaintiffs’ shares and confined their claim to unspecified
damages instead. On 31st March 2003, the High Court had decided in favour of the minority shareholders. However, the
quantum of the damages and costs to be awarded to the plaintiffs have yet to be assessed, and will be the subject matter
of further hearings.
The Board of Directors of Sime Darby had resolved to appeal against the decision of the High Court, and notices of appeal
were filed on 24th April 2003, with the Court of Appeal. Meanwhile, two other former shareholders of Sime Bank have filed
actions of a similar nature against Sime Darby.
CASH FLOW STATEMENTS
28 OTHER NON-CASH ITEMS
Group
Amortisation of intangible assets
Writeback of allowance for doubtful debts
Write off of property, plant and equipment
Others
76
Company
2004
2003
2004
2003
2.3
16.9
(23.2)
6.9
6.7
0.1
27.1
(19.4)
1.8
(7.4)
–
–
–
0.1
–
–
–
–
9.6
2.2
0.1
0.2
–
0.2
29 NET CASH (OUTFLOW)/INFLOW FROM INVESTING ACTIVITIES
Group
Purchase of investments
Increase in amounts owing by subsidiary companies
Purchase of subsidiary companies (Note 31)
Purchase of associated companies
Capital distribution to minority interests in subsidiary companies
Purchase of property, plant and equipment
Purchase of intangible assets
Purchase of real property assets
Proceeds from sale of investments
Proceeds from sale of subsidiary companies (Note 31)
Proceeds from sale of associated companies
Proceeds from sale of property, plant and equipment
Proceeds from shares issued to minority interests
Proceeds from sale of real property assets
Company
2004
2003
2004
2003
(487.8)
–
(233.8)
(220.7)
(38.8)
(549.7)
(34.9)
(49.0)
332.1
155.7
312.4
338.1
4.7
47.7
(727.7)
144.4
5.4
4.8
(1.3)
487.8
(190.3)
(191.6)
–
(6.5)
–
–
–
72.3
–
1.9
–
–
(424.0)
(334.5)
172.3
–
(96.0)
(12.7)
–
(500.7)
(33.7)
(18.0)
899.7
–
–
–
(234.6)
–
–
–
(3.9)
–
–
–
–
–
0.5
–
–
(238.0)
30 NET CASH (OUTFLOW)/INFLOW FROM FINANCING ACTIVITIES
Group
Proceeds from shares issued by Sime Darby Berhad
Short term borrowings drawndown/(repaid)
Proceeds from term loans
Term loans repaid
Dividends paid to shareholders of Sime Darby Berhad
Dividends paid to minority interests in subsidiary companies
Company
2004
2003
2004
2003
146.0
269.8
15.7
(21.2)
(445.6)
(63.1)
0.5
(95.6)
1,386.0
(482.2)
(396.3)
(90.7)
145.9
–
–
–
–
(445.5)
0.5
(170.0)
500.0
(98.4)
321.7
(299.6)
(65.8)
–
(396.3)
–
31 ACQUISITION OF SUBSIDIARY COMPANIES - GROUP
Details of the assets, liabilities and cash flow arising from the acquisition of subsidiary companies are as follows:
2004
2003
Intangible assets
Goodwill
Minority interests
Deferred taxation
Term loans
Cash and cash equivalents
Net current assets
Total cost of acquisition
(30.0)
–
–
(144.2)
1.4
(4.1)
48.2
(8.1)
(105.1)
(241.9)
(259.5)
(3.7)
4.6
(50.1)
8.4
0.7
218.8
(28.8)
(15.2)
Represented by:
Cash paid for shares acquired
Add: Cash and cash equivalents of subsidiary companies acquired
Cash outflow on acquisition of subsidiary companies
(241.9)
8.1
(233.8)
(124.8)
28.8
Transactions during the year ended 30th June 2004 comprised the following acquisitions:
Name of subsidiary companies acquired
Otofin Sdn Bhd
Otofin Industries Sdn Bhd
North Shore Motor Holdings Limited
Pinar Baiduri Sdn. Bhd.
Truck Investments Limited
Group’s effective interest
75%
75%
100%
100%
100%
100%
100%
100%
100%
77
Effective acquisition date
26
26
12
10
30
30
30
30
30
May 2004
May 2004
December 2003
March 2004
June 2004
June 2004
June 2004
June 2004
June 2004
(124.8)
(96.0)
31 ACQUISITION OF SUBSIDIARY COMPANIES - GROUP (CONTINUED)
The effects of the acquisition of subsidiary companies on the Group’s financial results for the year are shown below:
Revenue
Operating profit
Interest (net)
Taxation
Minority interests
Net profit
2004
2003
48.2
2.1
(0.4)
1.7
(0.4)
1.3
–
1.3
73.0
2004
2003
31.4
1.2
(1.4)
(28.0)
86.7
9.1
99.0
250.7
3.5
(3.8)
(184.3)
2.1
15.3
12.0
(2.9)
9.1
–
9.1
0.1
9.2
The acquisitions had the following effects on the Group’s financial position at the end of the year:
Intangible assets
Minority interests
Term loans
Net current assets
Group’s share of net assets
83.5
32 DISPOSAL OF SUBSIDIARY COMPANIES - GROUP
The disposals had the following effects on the Group’s results for the current year up to the date of disposal:
2004
Revenue
Operating profit/(loss)
Interest (net)
Profit/(loss) before taxation
Taxation
Net profit/(loss)
224.01.1
17.5
(1.4)
16.1
(1.4)
14.7
2003
10.6
(1.9)
0.4
(1.5)
–
(1.5)
(0.9)
The disposals had the following effects on the financial position of the Group:
2004
Term loans
Deferred tax liabilities
Other net current liabilities
Net assets disposed
Total disposal proceeds – cash consideration
406.0
(61.0)
(57.5)
72.6
(144.9)
215.2
(228.3)
Gain on disposal to the Group
(13.1)
Cash inflow arising on disposal:
Cash consideration, representing cash inflow of the Group
Cash and cash equivalents of subsidiary companies disposed
228.3
(72.6)
Net cash inflow of the Group
155.7
78
2003
1.1
–
–
0.9
(1.1)
0.9
(0.9)
–
0.9
(0.9)
–
33 SEGMENT INFORMATION - GROUP
(a) Primary reporting format - business segments
Year ended 30th June 2004
Segment revenue
Plantations
Property
Heavy equipment distribution
Motor vehicle distribution
Energy
General trading, services and others
Group
Total
Inter
segment
External
Total
1,577.0
737.0
3,446.0
5,337.4
786.8
3,134.8
–
(44.8)
(10.1)
(10.0)
–
(50.6)
1,577.0
692.2
3,435.9
5,327.4
786.8
3,084.2
1,414.9
766.5
2,919.0
4,654.1
726.0
3,391.4
15,019.0
(115.5)
14,903.5
13,871.9
Inter
segment
–
External
(83.8)
1,414.9
717.8
2,911.1
4,640.4
726.0
3,307.6
(154.1)
13,717.8
(48.7)
(7.9)
(13.7)
–
Continental Sime Tyres Sdn. Bhd. (‘CST’), (formerly known as SDC Tyre Sdn. Bhd.), the holding company for the tyre
manufacturing operations, became an associated company on 1st October 2003 following the subscription by Continental AG
for a 30% interest in CST and the acquisition of an additional 21% interest in CST from Sime Darby Berhad. For the purpose
of segmental reporting presentation, the results of the tyre manufacturing division for the year are included in the general
trading, services and others division. Comparative figures have been restated to reflect the change in the segmental reporting
presentation.
Details of the products, services and nature of activities carried out by the respective business segments are set out in the
operations report on pages 26 to 43. Transactions between segments are carried out on an arm’s length basis. The effects
of such inter-segment transactions are eliminated on consolidation.
Segment results
Plantations
Property
Energy
Group
Segment
results before
unusual items
Unusual
items
273.7
343.5
237.2
202.4
184.4
43.9
84.3
–
3.0
10.2
(77.1)
29.8
1,285.1
50.2
Segment
results
358.0
343.5
240.2
212.6
107.3
73.7
1,335.3
Associated
companies/jointly
controlled entities
11.4
14.6
6.4
1.6
1.5
(9.4)
26.1
Unallocated costs
Finance costs
Taxation (including share of taxation of associated companies)
Minority interests
Profit before
interest
369.4
358.1
246.6
214.2
108.8
64.3
1,361.4
(23.1)
93.1
(87.8)
1,343.6
(328.2)
1,015.4
(96.7)
918.7
Plantations
Property
Energy
Group
250.2
239.1
247.4
253.0
167.5
84.3
9.2
11.3
0.3
(2.7)
(5.5)
259.4
250.4
247.7
250.3
167.5
78.8
33.5
16.3
1.5
4.8
3.2
(15.9)
292.9
266.7
249.2
255.1
170.7
62.9
1,241.5
12.6
1,254.1
43.4
1,297.5
–
Unallocated costs
Finance costs
Minority interests
79
(29.3)
86.2
(70.3)
1,284.1
(339.5)
944.6
(134.9)
809.7
33 SEGMENT INFORMATION - GROUP (CONTINUED)
(a) Primary reporting format - business segments (continued)
Balance sheet
Impairment
Depreciation
losses
Non-cash
income/
(expense)
Segment
assets
Segment
liabilities
Capital
expenditure
1,457.7
1,860.3
1,955.0
2,834.4
901.8
2,382.6
(154.8)
(314.0)
(629.6)
(1,038.1)
(294.0)
(703.4)
47.0
1.3
251.0
64.0
39.1
147.3
(35.5)
(17.6)
(92.0)
(39.1)
(53.7)
(96.0)
(4.6)
–
–
–
–
(0.8)
1.5
(8.6)
(0.2)
(2.8)
6.1
(5.6)
Total
Tax assets/(liabilities)
Other assets/(liabilities)
11,391.8
394.6
3,748.9
(3,133.9)
(416.3)
(2,350.5)
549.7
(333.9)
(5.4)
(9.6)
Total assets/(liabilities)
15,535.3
(5,900.7)
1,619.6
1,923.3
1,813.7
2,294.4
909.2
2,494.1
(153.9)
(255.7)
(511.8)
(961.2)
(223.0)
(772.6)
33.1
7.1
182.7
80.4
25.5
171.9
(36.1)
(16.9)
(72.3)
(35.8)
(40.6)
(142.0)
(8.4)
(4.2)
(41.9)
0.5
4.7
1.0
(6.1)
(1.1)
(1.2)
Total
Tax assets/(liabilities)
Other assets/(liabilities)
11,054.3
355.1
3,329.2
(2,878.2)
(462.7)
(2,185.3)
500.7
(343.7)
(57.1)
(2.2)
Total assets/(liabilities)
14,738.6
(5,526.2)
At 30th June 2004
Plantations
Property
Energy
At 30th June 2003
Plantations
Property
Energy
–
(2.6)
–
(b) Secondary reporting format - geographical segments
External revenue
2004
2003
Malaysia
Singapore
Hong Kong
People’s Republic of China
Australia
Other countries
Segment assets
2004
2003
Capital expenditure
2004
2003
4,886.8
1,856.5
3,333.0
532.7
2,534.1
1,760.4
5,212.9
1,762.0
2,641.2
569.4
2,157.7
1,374.6
5,929.8
1,039.6
1,031.6
328.6
1,185.7
1,256.7
6,339.9
1,007.3
901.3
268.0
1,049.1
988.8
192.4
35.9
30.8
12.2
221.2
57.2
213.0
64.3
20.3
5.1
155.7
42.3
14,903.5
13,717.8
10,772.0
10,554.4
549.7
500.7
619.8
394.6
3,748.9
499.9
355.1
3,329.2
15,535.3
14,738.6
Associated companies/jointly
controlled entities (Notes 22 and 23)
Tax assets
Other assets
Total assets
Revenue was analysed by the country in which the customers were located. Segment assets and capital expenditure were
classified on the basis of the location of the assets.
80
33 SEGMENT INFORMATION - GROUP (CONTINUED)
(b) Secondary reporting format - geographical segments (continued)
Segment results
Malaysia
Singapore
Hong Kong
People’s Republic of China
Australia
Other countries
Group
Finance costs
Profit before interest
2004
2003
847.5
96.6
83.3
17.1
157.9
135.9
822.5
95.4
133.3
15.9
158.7
42.4
1,338.3
1,268.2
93.1
(87.8)
86.2
(70.3)
1,343.6
(328.2)
1,284.1
(339.5)
Minority interests
1,015.4
(96.7)
944.6
(134.9)
918.7
809.7
34 DISCLOSURE OF SIGNIFICANT RELATED PARTY TRANSACTIONS
Significant related party transactions and balances which comprise transactions and balances with subsidiary and associated
companies are disclosed in Notes 1, 2, 5, 15, 22, 23, 24 and 27.
At the last Annual General Meeting held on 4th November 2003, the Company obtained a shareholders’ mandate to allow the
Group to enter into recurrent related party transactions of a revenue or trading nature.
In accordance with Section 4.1.5 of Practice Note No. 12/2001 issued by Bursa Malaysia Securities Berhad, the details of
recurrent related party transactions entered into during the year ended 30th June 2004 pursuant to the shareholders’
mandate are disclosed as follows:Subsidiaries of the
Company
Transacting party
Nature of transaction
Related party and
nature of relationship
RM
million
Sime Alexander
Forbes Insurance
Brokers Sdn Bhd (‘SAF’)
Sime UEP Properties
Berhad (‘Sime UEP’)
Provision of
insurance brokerage
services by SAF to
Sime UEP
Tan Sri Nik Mohamed bin Nik
Yaacob, ex-Director of SAF and
Sime UEP as well as a
shareholder of Sime UEP
0.7
Subang Jaya Medical
Centre Sdn Bhd (‘SJMC’)
Sime UEP
Provision of medical
services by SJMC to
Sime UEP
Dato’ Mohamed bin Haji Said,
Director of SJMC and Sime
UEP as well as a shareholder
of Sime UEP
0.1
Sime Rengo Packaging
(Malaysia) Sdn Bhd (‘SRP’)
Rengo Co. Ltd.
Procurement of
management and
technical advice by
SRP from Rengo Co.
Ltd.
Rengo Co. Ltd.,
substantial shareholder of
SRP
0.1
Sime Inax Sdn Bhd (‘SI’)
Inax Corporation
Procurement of
technical advice and
purchase of raw
materials and tools by
SI from Inax
Corporation; Sale of
finished goods by SI to
Inax Corporation
Inax Corporation,
SI
0.3
Sime Kubota Sdn Bhd (‘SK’)
Kubota Corporation
Purchase of agricultural
tractors, engines and
parts by SK from
Kubota Corporation
Kubota Corporation,
SK
12.8
81
34 DISCLOSURE OF SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTINUED)
Related party and
nature of relationship
RM
million
Subsidiaries of the
Company
Transacting party
Port Dickson Power Berhad
(‘PDP’)
Tenaga Nasional
Berhad
Sale of electricity and
generating capacity by PDP
to Tenaga Nasional Berhad
Tenaga Nasional Berhad,
191.5
ex-substantial shareholder of
PDP
JanaUrus PDP Sdn Bhd
Procurement of powerplant
operation and maintenance
services by PDP from
Tenaga Nasional Berhad,
ex-substantial shareholder of
PDP and JanaUrus PDP
Sdn Bhd
Nature of transaction
8.5
There are no material contracts subsisting as at 30th June 2004 or if not then subsisting, entered into since the end of the previous year
by the Company or its subsidiaries which involved the interests of Directors or substantial shareholders.
35 FINANCIAL INSTRUMENTS
A) Financial risk management objectives and policies
The Group’s activities expose it to a variety of financial risks, including foreign currency exchange risk, interest rate risk,
market risk, credit risk, liquidity and cash flow risk. The Group’s overall financial risk management objective is to ensure
that the Group creates value for its shareholders. Financial risk management is carried out through risk reviews, internal
control systems, insurance programmes and adherence to Group’s financial risk management policies. The Board regularly
reviews these risks and approves the policies covering the management of these risks. The Group uses derivative financial
instruments such as foreign exchange contracts and interest rate swaps to hedge certain exposures. It does not trade
in financial instruments.
Foreign currency exchange risk
The Group is exposed to currency risk as a result of the foreign currency transactions entered into by subsidiary companies
in currencies other than their functional currency. These companies enter into forward foreign exchange contracts to limit
their exposure on foreign currency receivables and payables, and on cash flows generated from anticipated transactions
denominated in foreign currencies.
Interest rate risk
The Group’s income and operating cash flows are substantially independent of changes in market interest rates. Interest
rate exposure which arises from certain of the Group’s borrowings is managed through the use of fixed and floating debt
and derivative financial instruments. Derivative financial instruments are used, where appropriate, to generate the desired
interest rate profile.
Credit risk
Credit risk arises when derivative instruments are used or sales made on deferred credit terms. The Group seeks to
invest cash assets safely and profitably. It also seeks to control credit risk by setting appropriate credit history.
Furthermore, sales to customers are generally suspended when earlier amounts are overdue by more than 180 days. The
Group considers the risk of material loss in the event of non-performance by a financial counterparty to be unlikely.
At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk for
the Group and for the Company were represented by the carrying amount of each financial asset and in respect of
derivative financial instruments, the maximum exposure are as disclosed in Note 35D.
Liquidity and cash flow risk
Prudent liquidity risk management implies maintaining sufficient cash and marketable securities and the availability of
funding through an adequate amount of committed credit facilities.
B) Fair value estimation for disclosure purposes
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for
which it is practicable to estimate the value:
Short term financial instruments
The carrying amounts of financial assets and liabilities with a maturity of less than one year are assumed to approximate
their fair values.
82
35 FINANCIAL INSTRUMENTS (CONTINUED)
Investments
The fair values of some investments are estimated based on quoted market prices for those or similar investments. For
other investments for which there are no quoted market prices, a reasonable estimate of fair value could not be made
without incurring excessive cost. Therefore, such investments are valued at cost subject to review for impairment.
Information pertinent to the value of an unquoted investment is provided in Note 35D.
Long-term financial instruments
The fair value of the Group’s long term financial instruments is estimated by discounting the future contractual cash flows
at the current market rate available to the Group for similar instruments.
Derivative financial instruments
The fair value of interest rate and currency swaps is calculated at the present value of the estimated future cash flows.
The fair value of forward foreign exchange contracts is determined using forward exchange market rates at the balance
sheet date.
C) Off balance sheet financial instruments
(i) Forward foreign exchange contracts
The Group operates internationally and is exposed to currency risk as a result of the foreign currency transactions entered
into by companies in currencies other than their functional currency. The Group maintains a natural hedge, whenever
possible, by borrowing in the currency of the country in which the property investment is located or by borrowing in
currencies that match the future revenue stream to be generated from its investments.
Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept
to an acceptable level. Material foreign currency transaction exposures are hedged, mainly with derivative financial
instruments such as forward foreign exchange contracts.
The net unhedged financial liability of a subsidiary company whose functional currency is in Thai Baht was US$ 33.0 million
(2003 - Nil). As at balance sheet date, the Group had entered into forward foreign exchange contracts with the following
notional amounts and maturities:
Maturities
2004
Forward used to hedge anticipated sales
- United States Dollar
- New Zealand Dollar
Forward used to hedge trade receivables
- Euro
- Japanese Yen
- Thai Baht
- Pound Sterling
- Singapore Dollar
Forward used to hedge anticipated purchases
- Euro
- Pound Sterling
- Australia Dollar
- Singapore Dollar
- Japanese Yen
- Thai Baht
- Others
83
Within
1 Year
1 Year up
to 5 years
295.2
0.1
81.0
–
376.2
0.1
295.3
81.0
376.3
79.2
10.2
59.3
6.0
0.2
7.8
–
–
–
–
–
–
79.2
10.2
59.3
6.0
0.2
7.8
162.7
–
162.7
454.1
448.9
1.7
0.5
7.6
40.3
28.4
0.2
1.4
4.0
0.8
2.7
0.2
3.3
0.1
455.5
452.9
2.5
3.2
7.8
43.6
28.4
0.3
981.7
12.5
994.2
1,439.7
93.5
1,533.2
–
Total
Maturities
Within
1 Year
2003
Forward used to hedge trade receivables
- Euro
- Pound Sterling
- Australia Dollar
2.8
210.9
15.3
14.1
Forward used to hedge anticipated purchases
- Euro
- Thai Baht
- Japanese Yen
- Pound Sterling
- Singapore Dollar
Forward used to hedge trade payables
- Euro
- Japanese Yen
- Pound Sterling
- Singapore Dollar
- Australia Dollar
- Others
1 Year up
to 5 Years
–
Total
–
–
2.8
216.7
15.3
14.1
243.1
5.8
248.9
23.0
24.0
9.0
1.6
0.2
–
–
–
–
–
23.0
24.0
9.0
1.6
0.2
57.8
–
57.8
331.3
59.6
57.8
26.5
3.5
1.8
0.5
5.9
–
–
–
–
–
–
337.2
59.6
57.8
26.5
3.5
1.8
0.5
481.0
5.9
486.9
781.9
11.7
793.6
5.8
(ii) Interest rate swaps
Interest rate swap and currency swap contracts were entered into by subsidiary companies which entitle them to receive
interest at floating rates on notional principal amounts and obliges them to pay interest at fixed rates on the same amounts.
The differences between fixed rate and floating rate interest amounts calculated by reference to the agreed notional principal
amounts are exchanged at periodic intervals. Included in one of the swap contracts is a contract with interest rate cap and
floor terms.
The remaining terms and notional principal amounts of the outstanding interest rate swap and cross currency interest rate
swap contracts of the Group at the balance sheet date, which are denominated in Ringgit Malaysia and Australian dollars were
as follows:
Less than 1 year
Later than 1 and not later than 5 years
2004
2003
209.6
870.0
414.6
233.2
1,079.6
647.8
Credit risk
The Group has no significant concentrations of credit risk and market risk in relation to the above off balance sheet financial
instruments because of low risk of non-performance by counterparties.
84
D) Fair value
The carrying amounts of financial assets and liabilities of the Group and Company at the balance sheet date approximated their
fair values except for the following:
Group
Note
Financial Assets
2004
Non-current net investments in finance lease
Amounts due from subsidiary companies
Quoted shares
Current marketable securities
Non-current marketable securities
Unquoted shares
15
24
21
21
21
21
2003
Non-current net investments in finance lease
Amounts due from subsidiary companies
Quoted shares
Current marketable securities
Non-current marketable securities
Unquoted shares
- Practical to estimate fair value
- Not practical to estimate fair value
Company
Carrying
amount
Fair
value
Carrying
amount
Fair
value
417.4
–
130.3
–
608.4
147.6
*
–
177.5
–
617.2
***
–
4,928.7
7.3
–
–
–
–
**
19.6
–
–
–
373.9
*
–
–
–
–
**
130.8
298.0
382.2
143.1
298.5
404.1
100.0
40.2
107.0
5,192.4
6.0
13.5
–
–
–
–
***
–
–
–
–
1,245.8
59.9
500.0
1,205.0
*
522.7
–
–
500.0
–
–
522.7
1,257.1
59.9
500.0
1,249.3
*
–
–
–
–
522.7
500.0
522.7
Financial Liabilities
2004
Term loans
Unconvertible redeemable unsecured loan stocks
11
11
11
2003
Term loans
Unconvertible redeemable unsecured loan stocks
*
It is not practicable within the constraints of timeliness and cost to estimate the fair value of the Group’s non-current net investments in finance
lease, unquoted shares and unconvertible redeemable unsecured loan stocks.
**
It is not practicable to estimate the fair value of amounts due from subsidiary companies due principally to a lack of fixed repayment terms
entered into by the parties involved and without incurring excessive costs.
*** It is not practicable to estimate the fair value of the Group’s non-current unquoted shares because of the lack of quoted market prices and the
inability to estimate fair value without incurring excessive costs.
The nominal/notional amounts and net fair value of financial instruments not recognized in the balance sheets of the Group and
Company as at the end of the year are :
Group
2004
Note
Interest rate swaps
Contingent liabilities
35C (i)
35C (ii)
27
Nominal/
Notional
Amount
1,533.2
1,079.6
1,815.5
85
Company
Net Fair
Value
5.7
19.8
****
Nominal/
Notional
Amount
–
–
1,226.2
Net Fair
Value
–
–
****
D) Fair value (continued)
Group
Nominal/
Notional
Amount
2003
Interest rate swaps
Contingent liabilities
793.6
647.8
1,652.3
Company
Net Fair
Value
4.3
(9.1)
****
Nominal/
Notional
Amount
–
–
1,269.1
Net Fair
Value
–
–
****
**** It is not practicable to estimate the fair value of contingent liabilities reliably due to the uncertainties of timing, costs and eventual outcome.
36 SIGNIFICANT SUBSEQUENT EVENTS
(1) On 30th July 2004, Sime Darby Berhad (‘SDB’) completed the acquisition of the following instruments from Tenaga
Nasional Berhad (‘TNB’) :
i. 22,500 ordinary shares of RM1.00 each in Port Dickson Power Berhad (‘PDP’), out of the 30,000 ordinary shares held
by TNB;
ii. 22,500 redeemable preference shares of RM1.00 each (‘RPS’) in PDP, out of the 30,000 RPS held by TNB;
iii. 22,455,000 subordinated unconvertible redeemable unsecured loan stocks with a nominal value of RM1.00 per stock
unit (‘Loan Stocks’) issued by PDP, out of the 29,940,000 Loan Stocks registered in the name of TNB; and
iv. all the 20,000 ordinary shares of RM1.00 each in Janaurus PDP Sdn Bhd (‘JPSB’) held by TNB,
(collectively referred to as ‘the Acquisition’) for a total cash consideration of RM105.50 million, resulting in SDB holding
75% and 100% of the issued and paid up share capital of PDP and JPSB respectively.
(2) On 2nd April 2004, AmMerchant Bank Berhad, on behalf of SDB, announced that SDB’s wholly-owned subsidiary, Space
Tracks Sdn Bhd (“STSB”), proposes to acquire from Berjaya Group Berhad (“BGroup”) and several others to be procured
by BGroup, the following securities:
i. 92,208,000 ordinary shares, representing 51% equity interest in Hyundai-Berjaya Corporation Berhad (“HBCorp”), and
34,578,000 warrants, comprising 51% of the total warrants issued by HBCorp for an aggregate cash consideration
of RM488,702,400 or RM4.10 per share and RM3.20 per warrant;
ii. 3,060,000 ordinary shares, representing 51% equity interest in Hyumal Motors Sdn Bhd for a cash consideration of
RM76,500,000 or RM25.00 per share;
iii. 51,000,000 ordinary shares, representing 51% equity interest in Inokom Corporation Sdn Bhd for a cash consideration
of RM76,500,000 or RM1.50 per share;
(“collectively referred to as “the Acquisition”). The Acquisition is subject to, inter alia, the following:
a. the execution of separate sale and purchase agreements based on terms to be mutually agreed upon between the
parties; and
b. the approval of the relevant regulatory authorities.
On 17th June 2004, SDB made a revised offer to BGroup to acquire the securities specified in item (i) above for an
aggregate cash consideration of RM421,851,600 or RM3.60 per share and RM2.60 per warrant. The prices for the
securities specified in items (ii) and (iii) above remain unchanged (collectively referred to as “the Revised Offer”).
On 18th June 2004, BGroup and certain selling shareholders procured by BGroup accepted the Revised Offer and
separate conditional sale and purchase agreements were executed between the parties. The Acquisition is pending the
approval of the relevant regulatory authorities. To-date, none of the approvals have been obtained. STSB will undertake
a mandatory take-over offer to acquire the remaining shares and warrants in HBCorp upon completion of the Acquisition,
in accordance with the Malaysian Code on Take-Over and Mergers, 1998.
86
37 LIST OF SUBSIDIARY AND ASSOCIATED COMPANIES AS AT 30TH JUNE 2004
NAME OF COMPANY
PLANTATIONS
Aero-Green Technology (S) Pte Ltd
Consolidated Plantations Berhad
Elington International Limited
IOI Oleochemical Industries Berhad
(formerly known as Palmco Holdings Berhad) #
Kempas Edible Oil Sendirian Berhad
Kwang Joo Seng (Malaysia) Private Limited
Lattimer International Limited
Morakot Industries Public Company Limited
PT Sime Indo Agro
Savola Sime Egypt Company SAE #
Savola Sime Foods Limited
Savola Sime Suez Company SAE
Selatan Estates Sendirian Berhad
Sharikat Hadapan Berhad
Sime Aerogreen Technology Sdn Bhd
Sime Consulting Sdn Bhd
Sime Darby Edible Products Limited
Sime Darby Futures Trading Sdn Bhd
Sime Darby Services Limited
Sime Plantations Sdn Bhd
Tropical Aeroponics Pte Ltd
PROPERTY
Alexandra Properties Limited
Amston Properties Private Limited
Aquila Development Private Limited
Artesian Investments Pte Ltd
Avidat Sdn Bhd
Bluefields Investments Pte Ltd
Caring Skyline Sdn Bhd
Citrus Grove Properties Private Limited
Constant Skyline Sdn Bhd
CPB Properties Sdn Bhd
Dunearn Properties Limited
Golfhome Development Sdn Bhd
Golftek Development Sdn Bhd
Green East Prime Ventures, Inc
Ironwood Development Sdn Bhd
Lengkap Teratai Sdn Bhd
Malaysian Ice Berhad
North Road Properties Sendirian Berhad
Prominent Acres Sdn Bhd
PT Bhumyamca Sekawan
Puri Bahagia Sdn Bhd
R&W Management Sdn Bhd
Rangdong Orange Court Limited
Rising Paper Products Private Limited
Shaw Brothers (M) Sdn Bhd
Silvertown Property Development Corporation
PRINCIPAL ACTIVITIES
Production and marketing of
aeroponic vegetables
Oil palm cultivation and palm oil production
Investment holding
Investment holding
Oil palm cultivation; palm oil refining and
fractionation; and manufacturing and
marketing of specialty and end user fats
Property investment
Investment holding
Manufacture of cooking oil
Oil palm cultivation
Manufacturing and refining of edible
vegetable oils
Investment holding
Refining, manufacturing and packaging of oils
and vegetable fats
Production and marketing of
aeroponic vegetables
Provision of consultancy services
Refining, manufacturing and marketing
of edible oils and palm oil related products
Commodity trading
Provision of agricultural consultancy services
Oil palm cultivation and palm oil production
Commercial propagation of high
technological system of cultivation
of temperate and subtropical crops
Property management and investment
Property development
Property development and investment
Property investment
Property development and management
Property investment and management
of service residences
Property investment and development
Property investment
Property management and investment
Property investment
Property investment
Property realty and land ownership
Property investment
Property investment and plantation
Property investment
Property investment
Property investment, development
and plantation
Light industrial and commercial
property investment and management
Property investment
General insurance agency and trading
of service residences
Property investment
Property and investment holding
Leasing of properties
87
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
Singapore
GROUP’S %
INTEREST
2004
2003
–
51.0*
Malaysia
British Virgin Islands
Malaysia
100.0
50.0+
–
100.0
50.0+
22.0+
Malaysia
100.0
100.0
Singapore
Thailand
Indonesia
Egypt
100.0*
50.0+
99.9+
100.0
37.5+
100.0*
50.0+
99.9+
100.0
37.0+
Egypt
50.0+
–
50.0+
37.0+
Malaysia
Malaysia
Malaysia
100.0
100.0
100.0
100.0
Malaysia
Singapore
100.0
100.0*
100.0
100.0*
Malaysia
Hong Kong
Malaysia
Singapore
100.0
100.0*
100.0
–
100.0
100.0*
–
51.0*
Singapore
Singapore
Singapore
Singapore
Malaysia
Singapore
Malaysia
Singapore
100.0*
100.0*
100.0@
49.0*
100.0
49.0*
100.0
100.0*
100.0*
100.0*
–
49.0*
100.0
49.0*
100.0
100.0*
Malaysia
Malaysia
Singapore
Malaysia
Malaysia
Philippines
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
100.0
100.0
100.0*
100.0
100.0
63.2+
100.0
51.2
100.0
100.0
75.6
100.0
100.0
100.0*
100.0
100.0
63.2+
100.0
51.2
100.0
100.0
75.6
Indonesia
49.0*
49.0*
Malaysia
Malaysia
Vietnam
100.0
51.2
65.0*
100.0
51.2
65.0*
66.6*
18.4
98.7+
66.6*
18.4
98.7+
Singapore
Malaysia
Philippines
100.0
70.0
37
LIST OF SUBSIDIARY AND ASSOCIATED COMPANIES AS AT 30TH JUNE 2004 (CONTINUED)
NAME OF COMPANY
PROPERTY (CONTINUED)
Sime Darby Industrial Properties Sdn Bhd
Sime Darby Land Sdn Bhd
Sime Darby Property Development Sdn Berhad
Sime Darby Realty Development Corporation
Sime Darby Urus Harta Berhad
Sime Grove Apartments Pte Ltd
Sime Management Services Limited
Sime Pilmoor Development Sdn Bhd
Sime Properties International Private Limited
Sime Properties (Vietnam) Private Limited
Sime Property Holdings Sendirian Berhad
Sime UEP Building Management
Services Sdn Bhd
Sime UEP Centre Sdn Bhd
Sime UEP Development Sdn Bhd
Sime UEP Executive Suites Sdn Bhd
Sime UEP Heights Sdn Bhd
Sime UEP Homes Sdn Bhd
Sime UEP Industrial Park Sdn Bhd
Sime UEP (Johor) Sdn Bhd
Sime UEP Lembah Acob Sdn Bhd
Sime UEP Properties Berhad #
Singapore Properties Limited
Stableford Development Sdn Bhd
Sungei Way Development Berhad
UEP Construction Sdn Bhd
Wisma Sime Darby Sdn Berhad
HEAVY EQUIPMENT DISTRIBUTION
Austchrome Pty Ltd
Caltrac SAS
Caterpillar Financial Services Malaysia Sdn Bhd
Columbia Chrome (Malaysia) Sdn Bhd
Energy Power Systems Australia Pty Ltd
FG Wilson Asia Pte Ltd
Foshan Shunde CEL Machinery Company Limited
Hastings Deering (Australia) Ltd
Hastings Deering (PNG) Limited
Hastings Deering (Solomon Islands) Limited
Kiong Yu Realty Sdn Bhd
Otofin Sdn Bhd
Otofin Industries Sdn Bhd
Sime Darby Industries, Inc
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
GROUP’S %
INTEREST
2004
2003
Property investment
Property development and management
Property investment
Property services and management
of service residences and other properties
Property management services
Investment holding, property investment
and management of service residences
Investment holding
Property investment
Property management
Malaysia
Malaysia
Malaysia
Philippines
Malaysia
Singapore
100.0
100.0
100.0
98.7+
100.0
100.0*
100.0
100.0
100.0
98.7+
100.0
100.0*
United Kingdom
Malaysia
Singapore
100.0*
100.0
75.6*
100.0*
100.0
75.6*
Singapore
Malaysia
Malaysia
100.0*
100.0
51.2
100.0*
100.0
51.2
Property investment, construction
and development
Property investment and plantation
Investment holding and management
Property investment
Property investment
Property investment
Property management and related services
Malaysia
Malaysia
75.6
51.2
75.6
51.2
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Singapore
Malaysia
Malaysia
Malaysia
Malaysia
65.8
51.2
51.2
51.2
51.2
51.2
51.2
100.0*
100.0
51.2
51.2
100.0
65.8
51.2
51.2
51.2
51.2
51.2
51.2
100.0*
100.0
51.2
51.2
100.0
Chroming and hydraulic repairs
Sales of equipment and spare parts
and service support for Caterpillar business
Credit company providing hire purchase and
leasing finance in support of
sales of equipment
Manufacturing, re-manufacturing,
repair and servicing of engine products,
electroplating and chroming activities
Sale of Caterpillar engines
Distribution and dealership of new and
used heavy equipment and machinery
Sale of mining and construction
machinery, maritime engines,
electric generating systems, switch
panels and container stackers
Sales of equipment and spare parts and
service support for Caterpillar business
Property investment
Assembling and trading in heavy machinery
and spare parts
Manufacturing and general assembly of
agricultural and industrial machinery
Trading
Australia
New Caledonia
100.0*
100.0*
100.0*
100.0*
Malaysia
28.7
36.6
Malaysia
68.2
68.2
Australia
Singapore
20.0*
42.9*
20.0*
42.9*
China
100.0*
100.0*
Australia
100.0*
100.0*
Papua New Guinea
100.0*
100.0*
Solomon Islands
100.0*
100.0*
88
Malaysia
Malaysia
71.7
53.8+
71.7
–
Malaysia
53.8+
–
Philippines
98.7+
98.7+
37
NAME OF COMPANY
HEAVY EQUIPMENT DISTRIBUTION (CONTINUED)
Sime Kubota Sdn Bhd
The China Engineers (BVI) Limited
The China Engineers, Limited
TMA-Joy Industries Asia Pacific Sdn Bhd
Tractors (B) Sdn Bhd
Tractors Malaysia (1982) Sdn Bhd
Tractors Malaysia Engineering Sdn Bhd
Tractors Malaysia Enterprise Sdn Bhd
Tractors Malaysia Holdings Berhad #
Tractors Malaysia (Hong Kong) Limited
Tractors Malaysia Power Systems Sdn Bhd
Tractors Malaysia Rebuild Sdn Bhd
Tractors Malaysia Training and Development
Centre Sdn Bhd
Tractors Manufacturing & Assembly Sdn Bhd
Tractors Petroleum Services Sdn Bhd
Tractors Singapore Limited
Xiamen Sime Darby CEL Machinery Co Ltd
Yaala Pembangunan Sendirian Berhad
MOTOR VEHICLE DISTRIBUTION
AAPICO Hitech Public Company Limited #
Associated Motor Industries Malaysia
Sendirian Berhad
AutoFrance China Limited
(formerly known as Sime Winner
Chariots Limited)
AutoFrance Hong Kong Limited
Auto Bavaria Sdn Bhd
Auto Technology Engineering
Company Limited
Beijing Sime Darby Consulting Services
Company Limited
(formerly known as Beijing SimeWinner
Consulting Services Company Limited)
Bluewater Marine Limited
BMW Concessionaires (HK) Limited
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
GROUP’S %
INTEREST
2004
2003
Malaysia
90.0
90.0
100.0*
100.0*
Hong Kong
100.0*
100.0*
Malaysia
39.5+
39.5+
Brunei
50.2*
50.2*
Malaysia
71.7
71.7
Malaysia
71.7
71.7
Malaysia
Malaysia
71.7
71.7
71.7
71.7
Hong Kong
Malaysia
Malaysia
71.7*
71.7
71.7
71.7*
71.7
71.7
Malaysia
71.7
71.7
Malaysia
71.7
71.7
Malaysia
71.7
46.6
Singapore
100.0*
100.0*
China
100.0*
100.0+
Malaysia
71.7
71.7
Manufacturing of auto-components
Assembly of motor vehicles
Thailand
Malaysia
15.5+
36.6
18.3+
36.6
Motor trading
Hong Kong
100.0*
60.0*
Distributor and dealer of Peugeot motor vehicles Hong Kong
Retailer of BMW Group products
Malaysia
Agent for Denso Diesel injection pump
Hong Kong
and provision of after sales services
Provision of management and consulting
China
services
100.0*
71.7
100.0*
71.7
100.0*
100.0*
60.0@
Investment holding
Distributor and dealer for BMW motor vehicles Hong Kong
100.0*
100.0*
100.0+
100.0*
Assembly and distribution of Kubota
range of agricultural machinery and
other machinery and equipment
Distribution of Caterpillar heavy
construction equipment
General trading, product distributor
and Caterpillar construction equipment
distributor and dealer
Designing and manufacturing of heat
exchangers, radiators, process equipment
modules, filters and separators
Sales of equipment, spare parts and
service support for Caterpillar business,
distribution of forklifts, other material
handling equipment and industrial cleaners,
and supply and installation of Kawasaki
co-generation systems
Commercial production and marketing of local
agricultural machines
Investment holding
Investment holding and provision
of management and ancillary services
to its subsidiary companies
Investment holding
Packaging of Caterpillar generator sets
Refurbishment and sale of used
heavy equipment
Provision of training activities
Manufacturing and assembly of
tractor implements and tractor parts
and other products
Supply, repair and maintenance
of Caterpillar engines and other
equipment for the oil and gas industries
Marketing and servicing of earthmoving
and construction equipment and spare parts
Provision of technical training, support
and repair for heavy construction
equipment and generator sets
Property investment
89
–
37
NAME OF COMPANY
MOTOR VEHICLE DISTRIBUTION (CONTINUED)
BMW Concessionaires (Macau) Limited
BMW Malaysia Sdn Bhd
Bow Ma Motors (South China) Ltd
CEC Finance Limited
Continental Car Services Limited
DCS AsiaPac Limited
Ford Concessionaires Sdn Bhd
Ford Malaysia Sdn Bhd
Goodwood Motors Limited
Guangdong Deda Bow Ma Motor Service Co Ltd
Guangzhou Sime Darby Motor Enterprises Ltd
Hainan Sime Darby Motor Service
Enterprises Company Limited
Harper Engineering (Macau) Limited
Hino Distributors NZ Limited
Island Motors Limited
Land Rover (Malaysia) Sdn Bhd
Mitsubishi Motors (Guangzhou)
Company Limited
Motor Truck Distributors (NZ) Limited
North Shore Motors Holdings Limited
Parts Link Trading Company Limited
Performance Motors Limited
Performance Motors (Thailand) Limited
Regent Motors Limited
SDHK Group Company Limited
Shanghai SimeWinner Automobile Trading
Company Limited
Shantou Dehong Bow Ma Motors
Company Limited
Shenzhen Sime Darby Motor Enterprises Co Ltd
SimeCredit (Malaysia) Sdn Bhd
Sime Darby Automobiles NZ Limited
Sime Darby Automobiles Pty Ltd
Sime Darby Mazda (Thailand) Limited
Sime Darby Mitsu (Thailand) Limited
Sime Darby Motor Group (HK) Limited
Sime Darby Motor Group (NZ) Limited
Sime Darby Motor Group (PRC) Limited
Sime Darby Motor Group (Singapore) Limited
Sime Darby Motor Holdings Limited
Agent for sales, service and parts for BMW
motor vehicles
Wholesale of automotive vehicles including
motorcycles as well as components and
accessories related thereto
Agent for BMW left-hand drive motor vehicles
Hire purchase and lease financing
Motor dealership
Dealer for Nissan motor vehicles
Dealer for Kia, Nissan and Suzuki motor vehicles
Dealer for Kia and Mitsubishi motor vehicles
Marketing, distribution, sale of software
and hardware and provision of consultancy
and training services for the motor vehicle
industry
Ford motor dealer
Importation and distribution of Ford
motor vehicles and spare parts
Sales and after sales service of Rolls Royce
motor vehicles
Operation of a motor vehicle service centre
Investment holding
Agent for sales, service and parts for
motor vehicles
Sale of new heavy Hino trucks and used heavy
trucks of all makes and models
Suzuki motor vehicles distributor and dealer
Importation and distribution of
Land Rover and Range Rover
vehicles and spare parts
Distribution of Mitsubishi products
Sale of new heavy Mack and Renault trucks
and used heavy trucks of all makes and models
Motor vehicle dealer
Wholesaler of parts and accessories
Motor dealership
Motor dealership
Motor dealership
Investment holding
Motor vehicles distribution and dealer
Display, maintenance and repair of
vehicles and the provision of consulting
and management services
Hire purchase financing
Motor dealership
Distributor of Peugeot motor vehicles
in Australia
Motor dealership
Retail sale and service of Mitsubishi
motor vehicles
Investment holding
Investment holding
Investment holding and management, logistics
and international express services
Investment holding
Investment holding
90
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
Macau
Malaysia
GROUP’S %
INTEREST
2004
2003
100.0+
35.2
100.0+
–
Hong Kong
100.0*
100.0*
Hong Kong
New Zealand
New Zealand
New Zealand
New Zealand
Hong Kong
49.0+
100.0*
100.0*
100.0*
100.0*
40.0+
49.0+
100.0*
–
–
–
40.0@
71.7
36.6
71.7
36.6
Hong Kong
100.0*
100.0*
China
China
China
65.0*
100.0*
100.0*
65.0+
100.0+
100.0+
Macau
100.0*
100.0*
New Zealand
100.0*
Hong Kong
Malaysia
100.0*
43.0
100.0*
43.0
20.3*
20.3*
Malaysia
Malaysia
China
–
New Zealand
100.0*
New Zealand
Hong Kong
Singapore
Thailand
Singapore
Bermuda
China
100.0*
100.0*
100.0*
100.0+
100.0*
100.0*
60.0*
–
100.0*
100.0*
100.0+
100.0*
100.0*
60.0*
60.0*
60.0@
China
–
China
Malaysia
New Zealand
Australia
70.0*
100.0
100.0*
100.0*
70.0*
100.0
100.0*
100.0*
Thailand
Thailand
100.0+
99.3+
100.0+
–
Hong Kong
New Zealand
Hong Kong
100.0*
100.0*
100.0*
100.0*
–
100.0*
Singapore
Singapore
100.0*
100.0*
100.0*
100.0*
37
NAME OF COMPANY
MOTOR VEHICLE DISTRIBUTION (CONTINUED)
Sime Darby Motor Service Centre Limited
Sime Darby Motor Services Limited
Sime Darby Motors (Nissan China)
Holdings Limited
Sime Darby Select Limited
SimeLease (Malaysia) Sdn Bhd
Sime Solution Centre Sdn Bhd
Sime Winner Holdings Limited
SimeWinner Nissan Autocrafts Limited
Tianjin Dong Hui Technical Services
Company Limited
Tianjin Sime Winner Motors Trading Co Ltd
Tractors Malaysia (1982) Sdn Bhd
Tractors Malaysia Motor Holdings Sdn Bhd
Truck Investments Limited
Truck Stops (NZ) Limited
Uniparts Limited
Universal Cars Holdings Limited
Universal Cars (Importers) Limited
Universal Cars Limited
Vermont International Limited
Viking Motors Limited
Wallace Harper & Company, Limited
Warwick Motors Limited
Yunnan Dekai Bow Ma Motors
Technology & Service Co Ltd
Yunnan Sime Winner Motor Services
Co, Limited
ENERGY
Island Power Company Pte Ltd
Island Power Holdings Pte Ltd
Laem Chabang Power Co Limited
Port Dickson Power Berhad
Sime Darby Petroleum Sdn Bhd
Sime Engineering Sdn Bhd
Sime Power Pte Ltd
Sime SembCorp Engineering Sdn Bhd
GENERAL TRADING, SERVICES & OTHERS
Alor Setia Sdn Bhd
Asian Composites Manufacturing Sdn Bhd
Aspry Ventures Sdn Bhd
Car testing licensee
Sale of parts and provision of services
for motor vehicles
Investment holding, motor trading
and servicing
Retailer, wholesaler and exporter of used car
Lease financing
Provision of accounting and
other backroom processing services
Investment holding and motor vehicles
Distribution and dealership of motor
vehicles and investment holding
Technical and advisory services
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
GROUP’S %
INTEREST
2004
2003
Hong Kong
Hong Kong
100.0*
100.0*
100.0*
100.0*
Hong Kong
100.0*
100.0*
Singapore
Malaysia
Malaysia
100.0@
100.0
100.0
–
100.0
100.0
Hong Kong
60.0*
60.0*
Hong Kong
60.0*
60.0*
China
60.0+
60.0+
Bonded warehousing services for vehicles
Import and distribution of BMW motor
vehicles and spare parts
Investment holding
Investment holding and arranges financing
of vehicles
Provision of spare parts and services for
medium and heavy trucks and repair and
servicing of trucks trailers
Nissan diesel truck distributor and retailer
Sale of motor vehicle spare parts
Agent for Mitsubishi motor vehicles
Distributor and dealer for Mitsubishi
motor vehicles
Distributor for Mitsubishi motor vehicles
Investment holding
Dealer for Volvo motor vehicles
Investment holding
Distributor and dealer for Land Rover
motor vehicles
Operation of a motor vehicle service
centre and provision of consulting and
management services
Operation of motor vehicle service centres
China
Malaysia
60.0+
71.7
60.0+
71.7
Generation and supply of electrical power
Investment holding
Provision of operating and maintenance
services for an independent power producer
Independent power producer
Independent power producer
Oil and gas exploration
Provision of engineering and project and
management services to the petroleum
industries, power plant and infrastructure works
Investment holding
Engineering, fabrication and construction
relating to the petroleum industry
Investment holding
Manufacture of composite parts of aircraft
Investment holding
91
Malaysia
New Zealand
71.7
100.0*
71.7
–
New Zealand
100.0*
–
New Zealand
Hong Kong
Hong Kong
100.0*
100.0*
45.0*
–
100.0*
45.0*
Hong Kong
100.0*
100.0*
Hong Kong
Hong Kong
Thailand
Hong Kong
Hong Kong
100.0*
60.0*
99.3+
100.0*
100.0*
100.0*
60.0*
–
100.0*
100.0*
China
65.0*
65.0@
China
90.0*
90.0@
Singapore
Singapore
Malaysia
50.0+
50.0+
80.0
–
–
80.0
Thailand
Malaysia
Malaysia
Malaysia
100.0+
60.0
100.0
70.0
100.0+
60.0
100.0
100.0
Singapore
Malaysia
100.0*
49.0
–
70.0
Malaysia
Malaysia
Malaysia
100.0
25.0
100.0
100.0
25.0
100.0
37
NAME OF COMPANY
GENERAL TRADING, SERVICES & OTHERS (CONTINUED)
Balui Hydro Sdn Bhd
Investment holding
(formerly known as MCH JV Holdings Sdn Bhd)
BDO (Thailand) Limited
Investment holding
Business Travel International Westminster
Travel agent
(Hong Kong) Limited
Celliose Par Coatings Company Limited
Investment holding
Century Automotive Products Sdn Bhd
Sale of automotive batteries, bearings
and other automotive products
Ceres Sime Confectionery Sdn Bhd
Manufacture of finished chocolate
confectionery products
Ceres Sime Marketing Sdn Bhd
Marketing of shaving associated products and
(formerly known as TH Alliance (Asia Pacific)
chocolate confectionery and other consumer
Sdn Bhd)
products
Changi International Logistics Centre Ltd
Warehousing, distribution and
related services
Chubb Malaysia Sendirian Berhad
Manufacture, marketing, installation and
servicing of security products in Malaysia
Chubb Singapore Private Limited
Marketing of security and fire
protection products and services
Chubb-Special Fire Hazards Protection Pte Ltd
Provision of fire protection and alarm
systems and services
Conquip (Private) Limited
Agency house, importing and exporting
Continental Sime Tyre Sdn Bhd
Investment holding
(formerly known as SDC Tyre Sdn Bhd)
Continental Sime Tyre Technology
Research and development
Centre Sdn Bhd
(formerly known as SDC Research Sdn Bhd)
DMIB Berhad
Manufacturing of tyres
DMIB (Singapore) Pte Ltd
Investment holding
Ecopuri Sdn Bhd
Investment holding
Esprit Aquaservices Sdn Bhd
Sale and rental of water dispensers
Hidro Focus Sdn Bhd
Civil and structural contractor
Jecking Tours & Travel Limited
Travel and tour agency
Providing golfing, sporting and other
recreational activities and services
as well as property development
Lec Refrigeration (France) SA
Distribution of refrigeration equipment
and associated products
Lec Refrigeration Plc
Designing, manufacturing, marketing and
servicing of refrigeration equipment and
associated products
Malaysian Oriental Holdings Berhad
Investment holding
Marksworth Limited
Investment holding
Marsman - Westminster Travel, Inc
Tour and travel agency
Mecomb Engineering Sdn Bhd
Systems integration of oil and
metering skids, process controls, factory
automation and intelligent transport systems
Mecomb Malaysia Sdn Berhad
Sales and service of industrial, mechanical,
electrical and instrumentation products,
computer products and systems and design
and consultancy of air-conditioning systems
Mecomb Singapore Limited
Sales and service of industrial, mechanical,
electrical and electronic products and
manufacture, design and sales and service of
ventilation systems and car park
management systems
Mecomb Technologies Sdn Bhd
Systems integration as well as marketing
of a comprehensive range of electronic,
multimedia, scientific and office equipment
Mecomb (Thailand) Limited
Sale of industrial, mechanical, electrical
and electronic products
92
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
GROUP’S %
INTEREST
2004
2003
Malaysia
70.0
100.0
Thailand
Hong Kong
100.0+
34.3*
100.0+
–
Hong Kong
Malaysia
40.0+
81.4
–
81.3
Malaysia
40.0
40.0
Malaysia
40.0
–
Singapore
22.0*
22.0*
Malaysia
49.0
70.0
Singapore
30.0*
30.0*
Singapore
30.0*
30.0*
Singapore
Malaysia
100.0*
49.0+
100.0*
100.0
Malaysia
49.0+
51.0
49.0+
49.0+
100.0
51.1+
28.0@
70.0*
100.0
51.0
51.0*
100.0
51.1+
–
70.0*
100.0
France
99.3*
99.3*
United Kingdom
99.3*
99.3*
70.0
100.0*
35.0+
70.0
100.0
100.0*
35.0+
100.0
Malaysia
70.0
100.0
Singapore
70.0*
100.0*
Malaysia
70.0
100.0
Thailand
100.0*
100.0*
Malaysia
Singapore
Malaysia
Malaysia
Malaysia
Hong Kong
Malaysia
Malaysia
Hong Kong
Philippines
Malaysia
37
NAME OF COMPANY
Orchard Nominees Private Limited
Holding investments as a nominee
PAR Resources (Holdings) Limited
Investment holding
PB Packaging Systems Singapore Pte Ltd
Management and holding property
for investment
Pinar Baiduri Sdn Bhd
Investment in real properties
Professional Golf Company Sdn Bhd
Manufacturing of golf balls
and related products
PT Guru Indonesia
Manufacture of corrugated boxes
PT Mecomb Tehnik
Importation, distribution and leasing of
engineering products
Puchong Quarry Sdn Bhd
Quarry
Robt. Bradford & Co Ltd
Investment holding/Insurance broking
Robt. Bradford Hobbs Savill Ltd
Insurance broking
SD Far East (1991) Limited
Investment holding
SD Holdings Berhad
Investment holding
Serapi Trading Sdn Bhd
General trading
Servitel Development Sdn Bhd
Investment holding
Siltown Realty Philippines, Inc
Investment holding
Sim Dar May Hong Kong Investment
Investment holding
Company Limited
(formerly known as Sime Darby Greater
China Limited)
Sime Alexander Forbes Insurance
Insurance and reinsurance brokers
Brokers Sdn Bhd
and consultants
Sime Coatings Sdn Bhd
Manufacture and distribution of
industrial and decorative paints
Sime Conoco Energy Sdn Bhd
Investment holding
Sime Darby Americas Limited
Investment holding
Sime Darby Australia Limited
Investment holding, motel
operations and management
Sime Darby China Limited
Investment holding
(formerly known as Sime Darby Hong Kong
Limited)
Sime Darby Eastern International Limited
Investment holding
Sime Darby Eastern Investments Pte Ltd
Investment holding
Sime Darby Eastern Limited
Investment holding
Sime Darby Financial Services
Investment holding
Holdings Sdn Bhd
Sime Darby Hongkong Finance Limited
Provision of financial services and
investment trading
Sime Darby Hong Kong Nominees Limited
Sime Darby Hotels Pty Ltd
Operations of serviced apartments
Sime Darby Information Services Pte Ltd
Provision of audit, human resources,
information technology and accounting services
Sime Darby Insurance Pte Ltd
Offshore captive insurer
Sime Darby Investments Pty Limited
Investment holding
Sime Darby London Limited
Investment holding
Sime Darby Malaysia Berhad
Investment holding
Sime Darby Management Services Limited
Provision of property holding and
management activities
Sime Darby Manufacturing Limited
Manufacture and marketing of
mattresses and bedding products
Sime Darby Marketing Sdn Bhd
Marketing and distribution of
pharmaceutical and consumer products
Sime Darby Nominees Limited
Sime Darby Nominees Sendirian Berhad
Sime Darby Pension Scheme Trustees Ltd
Trustees to Pension Scheme
Sime Darby Pilipinas, Inc
Distribution and servicing of Ford New
Holland and Fiat agricultural machinery, Kamol
agricultural equipment and general trading
Sime Darby Rent-A-Car Sdn Bhd
International Licencee for Hertz
Rent-A-Car and chauffeur driven services
93
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
GROUP’S %
INTEREST
2004
2003
Singapore
Hong Kong
Singapore
100.0*
100.0*
66.6*
100.0*
100.0*
66.6*
Malaysia
Malaysia
100.0
–
–
51.0
Indonesia
Indonesia
75.0*
70.0*
75.0*
100.0*
85.4
100.0*
100.0*
100.0*
100.0
51.1+
100.0
39.5+
100.0*
85.4
100.0*
100.0*
100.0*
100.0
51.1+
100.0
39.5+
100.0*
Malaysia
60.0
60.0
Malaysia
100.0
100.0
Malaysia
United Kingdom
United Kingdom
Hong Kong
Malaysia
Malaysia
Malaysia
Philippines
Hong Kong
Malaysia
51.0
United States of America 100.0*
Australia
100.0*
51.0
100.0*
100.0*
Hong Kong
100.0*
100.0*
Singapore
Singapore
Singapore
Malaysia
100.0*
100.0*
100.0*
100.0
100.0*
100.0*
100.0*
100.0
Hong Kong
100.0*
100.0*
Hong Kong
Australia
Singapore
100.0*
100.0*
100.0@
100.0*
100.0*
–
Labuan
Australia
United Kingdom
Malaysia
Hong Kong
100.0
100.0*
100.0*
100.0
100.0*
–
100.0*
100.0*
100.0
100.0*
Vietnam
100.0*
100.0*
Malaysia
100.0
100.0
United Kingdom
Malaysia
United Kingdom
Philippines
100.0*
100.0
100.0*
98.7+
100.0*
100.0
100.0*
98.7+
Malaysia
100.0
100.0
37
NAME OF COMPANY
Sime Darby Resorts Pty Ltd
Management of a resort
Sime Darby Services Private Limited
Vehicle rental
Sime Darby Singapore Limited
Marketing, trading and manufacturing
Sime Darby Systems Sdn Bhd
Investment holding
Sime Darby Technology Centre Sdn Bhd
Research and development in non-rubber
products
Sime Darby (Thailand) Limited
Investment holding
Sime Darby Travel Sdn Bhd
Travel agency
Sime Engineering Services Berhad #
Investment holding
Sime Hartanah Sdn Bhd
Investment holding
Sime Healthcare Staff Agency Sdn Bhd
Operation of employment agency
Sime Holidays Sdn Bhd
Travel and tour agency
Sime Home Products Manufacturing Sdn Bhd
Manufacturing and marketing of mattresses
(formerly known as Meridian Zone Sdn Bhd)
and bedding products
Sime Home Products Sdn Bhd
Sale of bedding, furnishings and other
(formerly known as Dewana Duty-Free Sdn Bhd)
related products
Sime Inax Sdn Bhd
Manufacture and marketing of sanitarywares
Sime Insurance Brokers (HK) Limited
Insurance brokers
Sime Insurance Brokers (Singapore) Pte Ltd
and consultants
Sime Integrated Logistics Sdn Bhd
Provision of transportation, freight forwarding,
container haulage and warehousing and
distribution services
Sime Kansai Paints Sdn Bhd
Manufacture, sale and marketing of
automotive and industrial paints
Sime Link Sdn Bhd
Investment holding
Sime Malaysia Region Berhad
Investment holding
Sime Managing Agency Limited
Insurance agents
Sime Oleander Sdn Bhd
Manufacturing and distributing
mineral and distilled water as well
as beverage products
Sime-OSC Vietnam Limited
Manufacture of bituminous products
Sime Rengo Packaging (M) Sdn Bhd
Manufacture and sale of corrugated fibre
board cartons and boxes
Sime Rengo Packaging Singapore Limited
Manufacture of corrugated boxes
Sime Rubber Industries Sdn Bhd
Manufacturing and marketing of retreading
and general rubber moulded products
Sime Singapore Investments Limited
Investment holding
Sime Singapore Limited
Investment holding and the provision
of management and ancillary services
to related companies
Sime Surveillance Sdn Bhd
Provision of security services
Sime Technologies Holdings Pte Ltd
Investment holding
Sime Technology (Beijing) Company Limited
Consultancy and software development
Sime Travel Holdings Limited
Investment holding
Sime Travel (Singapore) Private Limited
Travel related services
Sime Tyres International (M) Sdn Bhd
Manufacturing of tyres
Sime Tyres Marketing Sdn Bhd
Marketing of tyres
Sime Way Sdn Bhd
Investment holding
SimeWest Holdings Sdn Bhd
Investment holding
Simex Chemical Sdn Bhd
Manufacturing of chemical products
Simex (Europe) Limited
Importation and distribution of
tyres and tubes
Simex Marketing Sdn Bhd
Marketing of tyres
SJMC Training and Educational Services
Organise educational programmes and
Sdn Bhd
establish institutions of education
(formerly known as Lavender Beauty Sdn Bhd)
Solarvest Sdn Bhd
Investment holding
South Perth Investments Pty Ltd
Rental and leasing of vehicles
94
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
GROUP’S %
INTEREST
2004
2003
Australia
Singapore
Singapore
Malaysia
Malaysia
100.0*
100.0*
100.0*
70.0
100.0
100.0*
100.0*
100.0*
100.0
83.7
Thailand
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
100.0+
100.0
70.0
100.0
100.0
100.0
100.0
100.0+
100.0
100.0
100.0
100.0
100.0
100.0
Malaysia
100.0
100.0
Malaysia
Hong Kong
Singapore
80.0
100.0*
100.0*
80.0
100.0*
100.0*
Malaysia
100.0
100.0
Malaysia
40.0+
40.0+
100.0
100.0
100.0*
51.1+
100.0
100.0
100.0*
51.1+
Vietnam
Malaysia
70.0*
70.0
70.0*
70.0
Singapore
Malaysia
66.6*
49.0+
66.6*
100.0
Singapore
Singapore
100.0*
100.0*
100.0*
100.0*
Malaysia
Labuan
China
Hong Kong
Singapore
Malaysia
Malaysia
Malaysia
Malaysia
Malaysia
United Kingdom
100.0
70.0@
100.0*
100.0*
70.0*
49.0+
49.0+
100.0
100.0
100.0
49.0+
100.0
100.0@
100.0+
100.0*
100.0*
100.0
100.0
100.0
100.0
51.0
51.0*
Malaysia
Malaysia
49.0+
100.0
51.0
100.0
Malaysia
Australia
100.0
100.0*
100.0
100.0*
Malaysia
Malaysia
Hong Kong
Malaysia
37
NAME OF COMPANY
SST Integrated Technologies Sdn Bhd
Provision of calibration, measurement
(formerly known as SIRIM-Sime
and related services
Technologies Sdn Bhd)
Subang Jaya Medical Centre Sdn Bhd
Medical centre
Syarikat Malacca Straits Inn Sdn Bhd
Hotel ownership
Sybase Distribution Sdn Bhd
Manufacture and sale of polyethylene
terephthalate bottles
Tahan Enterprise Sdn Berhad
Investment holding
Technochem Pte Ltd
Treatment and recycling of industrial
and chemical wastes
Tesco Stores (Malaysia) Sdn Bhd
Operator of retail outlets
The China Engineers (Malaysia) Sdn Bhd
General trading, distribution of building
supplies and technical products
The China Engineers (South China) Limited
Investment holding
The China Engineers (Thailand) Limited
Investment holding
The China Water Company Limited
Infrastructure project development
Union Sime Darby (Thailand) Ltd
and consultants
Westminster Travel Limited
Travel agent
Westminster Travel Limited (Taiwan)
Travel agent
Wincastle Travel (HK) Limited
Travel agent
Wuxi PAR Resources Coatings and
Manufacture and distribution of
Chemicals Company Limited
industrial and decorative paints
INACTIVE COMPANIES - ALL DIVISIONS
Agri-Bio Corporation Sdn Bhd
Alexander Forbes (Malaysia) Sdn Bhd
Arabis Pte Ltd
Associated Tractors Sendirian Berhad
ATSB (B) Sendirian Berhad
Bacini Cycles Pty Ltd
Barat Estates Sendirian Berhad
C.E. & Chow Bros. Rice Limited
Century Batteries Sales (Malaysia) Sdn Bhd
Continental Cars Limited
Contract Tyre Equipment Limited
Darby Park Sdn Bhd
East West Insurance Company Limited
Edible Products Limited
Epic Products Berhad
ERF Man and Western Star (NZ) Limited
Guangzhou SimeWinner Motor Services Limited
Guangzhou Wallace Harper Motor Services Limited
Guardfire (Malaysia) Sdn Bhd
Island Power Operations Pte Ltd
Island Power Supply Pte Ltd
LangFish Sdn Bhd
Malaysia China-Hydro Sdn Bhd
(formerly known as Malaysia China-Hydro JV Sdn Bhd)
MarketLink (M) Sdn Bhd
Master Body Collision Repair Sdn Bhd
Milan Motors, Limited
Mortlock Distributors Pty Ltd
Palmerston North Motors Wholesale Limited
Par Paints Sdn Bhd
Performance Company Sendirian Berhad
Pesida Equipment Sdn Bhd
Scandinavian Truck & Bus Sdn Bhd
SDI (Finance) Limited
SD Retread Systems, Inc
Sime Aerogreen Research Sdn Bhd
95
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
GROUP’S %
INTEREST
2004
2003
Malaysia
35.0
50.0
Malaysia
Malaysia
Malaysia
100.0
55.0
–
100.0
55.0
51.1+
Malaysia
Singapore
100.0
90.0*
100.0
90.0*
Malaysia
Malaysia
30.0
100.0
30.0
100.0
Hong Kong
Thailand
China
Thailand
100.0*
99.9+
33.3*
49.0*
100.0*
99.9+
–
49.0*
Hong Kong
Taiwan
Hong Kong
China
70.0*
70.0*
52.5*
100.0+
70.0*
–
52.5*
100.0+
Malaysia
Malaysia
Singapore
Malaysia
Brunei
Australia
Malaysia
Hong Kong
Malaysia
New Zealand
United Kingdom
Malaysia
United Kingdom
Singapore
Malaysia
New Zealand
China
China
Malaysia
Singapore
Singapore
Malaysia
Malaysia
100.0
60.0
100.0*
71.7
71.7*
100.0*
100.0
60.0*
81.4
100.0*
49.0+
100.0
79.2+
100.0*
100.0
100.0*
60.0*
100.0*
30.0+
50.0+
50.0+
100.0
70.0
100.0
60.0
100.0*
71.7
71.7*
100.0*
100.0
60.0*
81.3
100.0*
51.0*
100.0
79.2+
100.0*
100.0
–
60.0+
100.0+
–
–
–
100.0
100.0
Malaysia
Malaysia
Hong Kong
Australia
New Zealand
Malaysia
Brunei
Malaysia
Malaysia
United Kingdom
Philippines
Malaysia
100.0
–
100.0*
100.0*
100.0*
100.0
60.0*
100.0
71.7
49.0+
39.5+
100.0
100.0
29.3
100.0*
100.0*
–
100.0
60.0*
100.0
71.7
51.0*
39.5+
51.0
37
NAME OF COMPANY
COUNTRY OF
INCORPORATION
AND PRINCIPAL
PLACE OF BUSINESS
INACTIVE COMPANIES - ALL DIVISIONS (CONTINUED)
Sime Bow Motors (Guangzhou Free Trade Zone) Limited
Sime Cerah Sdn Bhd
Sime Cycle Australia Pty Ltd
Sime Darby Canada Ltd
Sime Darby Corporation (Africa) Sdn Bhd
Sime Darby Edible Products Tanzania Limited
Sime Darby General Trading Sdn Bhd
Sime Darby Land (Johor) Sdn Bhd
Sime Darby Travel & Tourism Pty Ltd
Sime Darby Yangon Limited
Sime Energy Holdings Pte Ltd
Sime Footwear (Melaka) Sdn Bhd
Sime Healthcare Sdn Bhd
Sime Health Limited
Sime Insurance Services Sdn Bhd
Sime Kitaran Bumi Sdn Bhd
Sime Latex Products Sdn Bhd
Sime Logistics Sdn Bhd
Sime NET Technologies Sdn Bhd
Sime Overseas Sdn Bhd
SimeTech (Malaysia) Sdn Bhd
Sime Technology Ventures Sdn Bhd
Sime Wood Industries Sdn Bhd
Sime Winner Motors (Guangzhou Free Trade Zone) Limited
Simex Aircraft Tyre Company Sdn Bhd
Simex Engineered Rubber Products Sdn Bhd
Simex Tyres Sdn Bhd
Space Tracks Sdn Bhd
SRIB (Far East) Pte Ltd
Steelform Industries (Malaysia) Sdn Bhd
Surfactants (Malaysia) Sendirian Berhad
Tengah Estates Sendirian Berhad
TMB Niaga Sdn Bhd
Tractors All Parts Sdn Bhd
Tractors Auto Components Sdn Bhd
Tractors Machinery International Pte Ltd
Universal Cars China Limited
Westminster Travel (UK) Limited
Xiamen Xiangyu Sime Darby CEL Machinery Trading Co Ltd
China
60.0*
Malaysia
100.0
Australia
100.0*
Canada
100.0*
Malaysia
100.0
Tanzania
100.0*
Malaysia
100.0
Malaysia
100.0
Australia
100.0*
Myanmar
100.0+
Singapore
100.0*
Malaysia
100.0
Malaysia
100.0
United States of America 100.0*
Brunei
100.0*
Malaysia
49.0+
Malaysia
100.0
Malaysia
100.0
Malaysia
100.0
Malaysia
100.0
Malaysia
70.0
Malaysia
100.0
Malaysia
100.0
China
60.0*
Malaysia
51.0
Malaysia
49.0+
Malaysia
49.0+
Malaysia
100.0
Singapore
100.0*
Malaysia
100.0
Malaysia
100.0
Malaysia
100.0
Malaysia
43.0
Malaysia
71.7
Malaysia
71.7
Singapore
100.0*
Hong Kong
100.0*
United Kingdom
70.0+
China
100.0*
GROUP’S %
INTEREST
2004
2003
100.0+
100.0
100.0*
100.0*
100.0
100.0*
100.0
100.0
100.0*
100.0*
100.0*
100.0
100.0
100.0*
100.0*
51.0
100.0
100.0
100.0
100.0
100.0
100.0
100.0
60.0+
51.0
51.0
51.0
100.0
100.0*
100.0
100.0
100.0
43.0
71.7
71.7
100.0*
100.0*
70.0+
100.0+
Notes
1. The Group’s % interest in companies shown in bold type are subsidiary companies of Sime Darby Berhad while those shown in red type are
associated companies.
2. Subsidiary and associated companies as at 30th June 2004 which are audited by overseas firms associated with PricewaterhouseCoopers,
Malaysia are indicated by *.
3. Subsidiary and associated companies as at 30th June 2004 which are audited by firms not associated with PricewaterhouseCoopers,
Malaysia are indicated by +.
4. Subsidiary companies as at 30th June 2004 which have not appointed auditors are indicated by @.
5. Subsidiary or associated companies which are listed on a stock exchange are indicated by #.
96
Statement By Directors And Statutory Declaration
STATEMENT BY DIRECTORS
We, Tan Sri Dato’ Seri (Dr.) Ahmad Sarji bin Abdul Hamid and Dato’ Ahmad Zubair @ Ahmad Zubir bin Haji Murshid, two of the
Directors of Sime Darby Berhad, do hereby state that, in the opinion of the Directors, the financial statements set out on pages
50 to 96 are drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30th June
2004 and of the results of the Group and of the Company and the cash flows of the Group and of the Company for the year ended
on that date, in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies
Act, 1965.
In accordance with a resolution of the Board of Directors
dated 24th August 2004
Chairman
Kuala Lumpur
24th August 2004
Group Chief Executive
STATUTORY DECLARATION
I, Martin Giles Manen, the Director primarily responsible for the financial management of Sime Darby Berhad, do solemnly and
sincerely declare that the financial statements set out on pages 50 to 96 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 Martin Giles Manen, at Kuala Lumpur, Malaysia on 24th August
2004.
Ong Kah Chong, A. M. N.
Commissioner for Oaths (No. W145)
Kuala Lumpur
Martin Giles Manen
(MIA 5229)
Group Finance Director
97
Auditors’ Report
Report of the auditors to the members of Sime Darby Berhad (Company No. 41759-M)
1. We have audited the financial statements set out on pages 50 to 96. These financial statements are the responsibility of the
Company’s Directors. Our responsibility is to express an opinion on these financial statements based on our audit.
2. We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also
includes assessing the accounting principles used and significant estimates made by Directors, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
3. In our opinion:
(a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and applicable
approved accounting standards in Malaysia so as to give a true and fair view of:
(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and
(ii) the state of affairs of the Group and of the Company as at 30th June 2004 and of the results and cash flows of the
Group and of the Company for the financial year ended on that date; and
(b) the accounting and other records and registers required by the Act to be kept by the Company and by the subsidiary
companies of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
4. The names of the subsidiary companies of which we have not acted as auditors are indicated in Note 37 to the financial
statements. We have considered the financial statements of these subsidiary companies and the auditors’ reports thereon.
5. We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the Company’s
financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated
financial statements and we have received satisfactory information and explanations required by us for those purposes.
6. The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and did not
include any comment made under subsection 3 of Section 174 of the Act.
PricewaterhouseCoopers
(No. AF–1146)
Chartered Accountants
Raja Datuk Arshad Bin Raja Tun Uda
(No. 383/03/06 (J/PH))
Partner of the firm
Kuala Lumpur
24th August 2004
98
TENURE
AREA
AGE OF
BUILDING
DESCRIPTION
YEAR OF
EXPIRY
Leasehold
29,300 sq metres
24 Years
Industrial Land & Building
2025
Freehold
Freehold
Leasehold
Freehold
Freehold
Leasehold
Freehold
Freehold
Freehold
Leasehold
Leasehold
Freehold
Freehold/
Leasehold
Freehold
Freehold
Freehold
Freehold
Freehold
Leasehold
Freehold
Leasehold
2,278 hectares
1,536 hectares
19,693 sq metres
190 sq metres
2,035 hectares
256 hectare
1,468 hectares
556 hectares
2,089 hectares
30,700 sq metres
16,389 sq metres
3,262 sq metres
1,554 hectares
Freehold
Freehold
Leasehold
870 hectares
1,133 hectares
14,746 sq metres
22 Years
24 Years
Jalan Bersatu, Petaling Jaya, Selangor
Jalan 205, Petaling Jaya, Selangor
Leasehold
Leasehold
10,058 sq metres
16,770 sq metres
12 Years
24 Years
Jalan Haji Salleh, Jalan Meru, Klang, Selangor
Jalan Acob Estate, Kapar, Selangor
Jalan Gangsa, Pasir Gudang, Johor
Leasehold
Leasehold
Freehold
Freehold
Leasehold
44,047 sq metres
4,147 sq metres
1 hectares
1,402 hectares
42,700 sq metres
30 Years
22 Years
7 years
Jalan Kemajuan, Petaling Jaya, Selangor
Jalan Labuk, Sandakan, Sabah
Jalan Labuk, Sandakan, Sabah
Leasehold
Leasehold
Leasehold
7,251 sq metres
29 hectares
35,900 sq metres
43 years
Jalan Lahat, Bukit Merah, Ipoh, Perak
Leasehold
17,376 sq metres
24 Years
Jalan Lahat, Ipoh, Perak
Jalan Paku, Shah Alam, Selangor
Jalan Perkasa 4, Taman Ungku Tun Aminah,
Johor Bahru, Johor
Jalan Piasau, Miri, Sarawak
Freehold
Leasehold
Freehold
7,346 sq metres
1,774 sq metres
143 sq metres
30 Years
7 Years
Leasehold
20,275 sq metres
24 Years
Jalan Rasah, Seremban, Negeri Sembilan
Jalan Sesiku 15/2, Shah Alam, Selangor
Jalan Tandang, Petaling Jaya, Selangor
Jalan Tandang, Petaling Jaya, Selangor
Jalan Tampoi, Johor Bahru
Jalan Tampoi, Johor Bahru
Jalan Tuan Haji Said, Seremban, Negeri Sembilan
Jalan Tuanku Abdul Rahman, Kuala Lumpur
Jalan Tuanku Abdul Rahman, Kuala Lumpur
Jalan Tun Ismail, Bukit Tunku, Kuala Lumpur
Jalan Tun Dr Ismail, Ipoh, Perak
Jasin/Pegoh Estate, Jasin, Melaka
Kali Malaya Estate, Paloh, Johore
Kempas, Klebang Estate, Paloh, Johore
Kidurong Light Industrial Estate, Bintulu, Sarawak
Freehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Leasehold
31,900 sq metres
66,331 sq metres
1.4 hectares
14 hectares
49,240 sq metres
39,893 sq metres
8,400 sq metres
186 sq metres
240 sq metres
19,221 sq metres
4,411 sq metres
1,320 hectares
1,061 hectares
2,473 hectares
10,704 sq metres
30
23
11
41
LOCATION
MALAYSIA
Alor Gajah Industrial Estate,
Northern District, Melaka
Atherton Estate, Siliau, Negeri Sembilan
Badenoch Estate, Kuala Ketil, Kedah
Bakar Arang Industrial Estates, Kedah
Batu Ferringhi, Pulau Pinang
Bukit Cloh Estate, Jeram, Selangor
Bukit Kiara, Kuala Lumpur
Bukit Paloh Estate, Paloh, Johor
Bukit Paloh Scheme, Paloh, Johor
Bukit Rajah Estate, Klang, Selangor
Bukit Rajah Industrial Estate, Klang, Selangor
Bukit Raja Industrial Estate, Klang, Selangor
Bukit Tunku, Kuala Lumpur
CEP Niyor Estate, Kluang, Johor
CEP Rengam Estate, Rengam, Johor
Chan Wing Estate, Kluang, Johor
Craigielea Estate, Bukit Pasir, Johor
Devon Estate, Merlimau, Malacca
Ellar Estate, Kluang, Johor
Fraser’s Hill, Pahang
Gedong Estate, Bagan Serai, Perak
Gong Badak Industrial Estate, Kuala Terengganu,
Terengganu
Gunung Mas Estate, Bekok, Johor
Hadapan Estate, Layang-Layang, Johor
Jalan Apas, Tawau, Sabah
3,089 hectares
2,603 hectares
2,342 hectares
1,750 hectares
937 hectares
7,100 sq metres
1,344 hectares
21,003 sq metres
99
27 Years
16 Years
12 Years
21 Years
24 Years
18 Years
20 Years
24 years
24 Years
Years
years
years
years
38 years
19 years
Rubber & Oil Palm Estate
Industrial Land & Factory Building
Residential Apartment
Oil Palm Estate
Golf & Country Club
Oil Palm Estate
Oil Palm Estate
Land Held For Township Development
Industrial Land With Factory Building
Industrial Land
Residential Bungalow
Oil Palm Estate
Oil Palm Estate
Oil Palm Estate
Oil Palm Estate
Holiday Bungalow
Oil Palm Estate
Office, Workshop &
Warehouse Complex
Oil Palm Estate
Oil Palm Estate & Buildings
Office, Workshop &
Warehouse Complex
Office & Factory
Office, Workshop &
Warehouse Complex
Land & Building
Office, Workshop, Warehouse
Complex & Vacant Land
Factory Land & Building
Vacant Land
Residential Land, Building
& Commercial Office
Office, Workshop &
Warehouse Complex
Vacant Land
Double Storey Shop Lot
Office, Workshop &
Warehouse Complex
Vacant Land
Industrial Land With Factory Building
Industrial Land With Building
Land & Building
Industrial Land
Factory Building
Land & Building
Vacant Land
Vacant Land
Land & Building
Vacant Land
Oil Palm Estate
Workshop
2075
2051
2082
2088
2011
NET BOOK
VALUE
RM ’000
1,460
9,345
7,261
1,973
151
13,831
181,434
6,461
7,429
357,426
6,260
1,608
666
6,328
2043
13,734
1,301
9,378
20,149
4,798
433
6,187
725
2925
10,828
7,190
771
2059
2055
19,142
2,568
2065
2074
2088
2038
2,084
2,237
6,650
113,347
1,359
2059
2892
2888
1,320
212
1,677
2036
1,229
2068
40
71
329
2028
1,368
2042
2065
2066
2065
2025
2042
1,459
14,643
13,152
72,118
13,242
1,544
211
1,372
627
35,113
100
4,631
4,804
31,127
3,437
AGE OF
BUILDING
NET BOOK
VALUE
RM ’000
TENURE
AREA
Kirby Estate, Labu, Negeri Sembilan
Kompleks Kejuruteraan, Puchong, Selangor
Kulai Estate, Paloh, Johore
9th Mile, Labuk Road, Sandakan Sabah
Layang Estate, Johor
Lengkap Teratai, Seafield Estate,
Damansara, Selangor
Lorong Then Kung Suk 4, Sibu, Sarawak
Freehold
Freehold
Freehold
Leasehold
Freehold
Freehold
1,572 hectares
136,461 sq metres 6 years
2,051 hectares
29 hectares
1,965 hectares
85 hectares
Oil Palm Estate
Office, Workshop & Warehouse
Oil Palm Estate
Vacant Land
2892
Oil Palm Estate
Leasehold
7,249 sq metres
15 years
Lintang Hishamuddin 2, Selat Kelang Utara,
Port Klang, Selangor
Lot 159, Jalan Parasmeswara, Melaka
Lot 160, Jalan Parameswara, Melaka
Lot 552, Batang Berjuntai, Selangor
Lot 552, Batang Berjuntai, Selangor
Lot 65 & 66, Kawasan Perusahaan Senawang,
Seremban, Negeri Sembilan
Lot 924, Block 4, Matang Land District, Sarawak
Lot 583, Block 4, Matang Land District, Sarawak
Lot 73 & 74, Kawasan Perindustrian Senawang,
Seremban, Negeri Sembilan
Lot PT11101, Jalan Kewajipan,
PSD Industrial Park, Subang Jaya, Selangor
Jalan Kewajipan, Subang Jaya, Selangor
Lot PT11101, Jalan Kewajipan, USJ 7, Selangor
Lot PT11101, Persiaran Kewajipan,
Lot PT 1156 & 116, Mukim Cheras, Selangor
Lot PT 115 & 116, Mukim Cheras, Selangor
Lot 6508, 6509 & 6510 Kapar, Klang, Selangor
Lot 6508, 6509 & 6510 Kapar, Klang, Selangor
Lot 2026, Jalan Kewajipan, Subang Jaya, Selangor
Lot 41343, 41344 & 41345, Senai Land,
Johor Bahru, Johor
Lot 142, Section 63, Kuching Town Land District,
Sarawak
Lurah Tunku, Bukit Tunku, Kuala Lumpur
Mengaris Estate, Sandakan, Sabah
Merlimau Estate, Merlimau, Melaka
Midlands Estate, Kulai, Johor
Miri Concession Land, Piasau Road, Sarawak
New Labu Estate, Nilai, Negeri Sembilan
Nova Scotia Estate, Teluk Intan, Perak
Parkland, Subang Jaya, Selangor
Pasir Gudang Industrial Estate, Johor
Patani Para Estate, Kedah
Pilmoor Estate, Batu Tiga, Selangor
Port Dickson Power Berhad, Jalan Seremban,
Negeri Sembilan
Raja Musa Estate, Selangor
Rubana Estate, Teluk Intan, Perak
Sabrang Estate, Teluk Intan, Perak
Seafield Estate, Petaling Jaya, Selangor
Leasehold
20,315 sq metres
6 years
Complex
Leasehold
Leasehold
Freehold
Leasehold
Leasehold
8,000 sq metres
2,155 sq metres
45,334 hectares
45 hectares
3.7 hectares
6 years
6 years
Freehold
Leasehold
Leasehold
11,035 sq metres
24,280 sq metres
20,720 sq metres
11 years
11 years
21 years
Freehold
101,099 sq metres 10 years
Industrial Land & Office Building
Leasehold
Freehold
Leasehold
5,490 sq metres
2,296 sq metres
8,589 sq metres
12 years
6 year
30 years
Factory Building & Factory Office
Office Building
Factory Building & Office
Freehold
2,149 sq metres
12 years
Factory Building
651
Freehold
1,921 sq metres
5 years
Factory Building
981
Leasehold
Leasehold
Freehold
Freehold
Freehold
Freehold
1.0 hectare
2 hectares
44,500 sq metres
6,529 sq metres
43,628 sq metres
14,750 sq metres
Leasehold
409.2 hectares
Freehold
Leasehold
Freehold
Freehold
Leasehold
Freehold
Freehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Freehold
Freehold
Freehold
Freehold
2,444 sq metres
2,419 hectares
1,888 hectares
2,101 hectares
10,862 sq metres
635 hectares
3,104 hectares
29 hectares
1 hectare
2 hectares
2 hectares
14 hectares
5,000 sq metres
11 hectares
784 hectares
66 hectares
245 hectares
4.5 hectares
22 hectares
Freehold
Freehold
Freehold
Freehold
1,207 hectares
1,906 hectares
2,080 hectares
2 hectares
100
18 years
16 years
DESCRIPTION
YEAR OF
EXPIRY
LOCATION
Commercial Land & Building
Commercial Land & Building
Land & Factory Building
Factory, Warehouse & Office
Complex
Factory
Factory
Land & Building
7,370
90,789
26,343
213
9,849
100,654
2046
3,807
2088
7,321
2080
2083
2016
2073
5,498
152
11,388
6,265
1,040
2038
2038
2074
15,773
5,788
2,783
16,855
2022
2022
2,333
13,127
4,862
Land
Land & Building
Industrial Land
Land
Industrial Land & Factory Building
Vacant Land
2036
2036
461
2,522
6,213
8,983
21,394
2,470
24 years
3 storey shoplots
2084
435
24 years
Residential Bungalow
Oil Palm Estate
Oil Palm Estate
Oil Palm Estate
Industrial Land
Oil Palm Estate
Parkland
Land & Building
Land & Building
Land & Workshop
Industrial Land
Land & Building
Land & Building
Agricultural Land
Industrial Building & Land
5 years
12 years
9 years
Oil
Oil
Oil
Oil
Palm
Palm
Palm
Palm
Estate
Estate
Estate
Estate
2887
2041
2087
2035
2053
2053
2045
2022
2023
401
28,523
7,057
31,704
1,984
3,051
21,146
3,829
11,599
2,596
973,668
34,911
2,040
44,751
5,208
70,000
187,000
3,000
16,629
7,859
11,997
12,891
347
AGE OF
LOCATION
TENURE
YEAR OF
AREA
NET BOOK
BUILDING
Section 13, Petaling Jaya, Selangor
Section 16, Shah Alam, Selangor
SEDCO Industrial Estate, Kota Kinabalu, Sabah
Seduan Land District, Sibu, Sarawak
Segaliud Estate, Sandakan, Sabah
Selangor River Estate, Bukit Rotan, Selangor
Selatan Bahru Estate, Merlimau, Melaka
Semambu Industrial Estate, Kuantan, Pahang
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Freehold
Leasehold
6,830 sq metres
3,995 sq metres
15,721 sq metres
7,249 sq metres
2,410 hectares
1,735 hectares
862 hectares
26,305 sq metres
43 years
31 years
Sime UEP Centre, Subang Jaya, Selangor
Sime UEP Industrial Park, Subang Jaya, Selangor
Sime UEP Homes, Subang Jaya, Selangor
SJMC, Subang Jaya, Selangor
SJMC, Subang Jaya, Selangor
Sime UEP Properties, Subang Jaya, Selangor
Sungai Way Development, Subang Jaya, Selangor
Sime UEP Heights, Subang Jaya, Selangor
Sime UEP Development, Subang Jaya, Selangor
Sime UEP Construction, Subang Jaya, Selangor
Sime UEP Johor, Mukim of Plentong, Johor
Sime UEP Executive Suites, Subang Jaya, Selangor
Sungai Sekah, Hamilton & New Labu Estate,
Negeri Sembilan
Sungei Buloh Estate, Bukit Rotan, Selangor
Tali Ayer Estate, Bagan Serai, Perak
Tali Ayer Estate, Bagan Serai, Perak
Tennamaram Estate, Batang Berjuntai, Selangor
Tuaran Road, Likas, Kota Kinabalu, Sabah
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
Freehold
8,900 sq metres
52.26 hectares
26.52 hectares
49,877 sq metres
25,114 sq metres
6,800 sq metres
14 hectares
168 hectares
14,200 sq metres
10,800 sq metres
82 hectares
6,900 sq metres
700 hectares
Freehold
Freehold
Freehold
Freehold
Leasehold
2,587 hectares
2,260 hectares
186 hectares
1,704 hectares
11,007 sq metres
Tun Tan Siew Sin Estate, Sandakan, Sabah
Tunku Estate, Sandakan, Sabah
Wisma Consplant 1, Subang Jaya, Selangor
Leasehold
Leasehold
Freehold
6,689 hectares
5,277 hectares
677 sq metres
10 years
Wisma Consplant 2, Subang Jaya, Selangor
Freehold
677 sq metres
18 years
HONG KONG
Castle Peak Road, Tsuen Wan, New Territories
Leasehold
14,586 sq metres
31 years
Kailey Industrial Centre, Fung Yip Street,
Chai Wan
Matauwei Road, Tokwawan, Kowloon
Leasehold
9,471 sq metres
13 years
Leasehold
14,864 sq metres
41 years
Oriental Centre, Chatham Road, Kowloon
8 Fuk Wang Street, Yuen Long Industrial Estate,
Yuen Long, New Territories
Yuen Long, New Territories
3/F and 4/F, Topsail Plaza, II On Sum Street,
Shatin, New Territories
Leasehold
Leasehold
867 sq metres
12,411 sq metres
31 years
10 years
Leasehold
Leasehold
38,809 sq metres
10,344 sq metres
11 years
9 years
SINGAPORE
315 Alexandra Road
305 Alexandra Road
23, Tuas Avenue
Chin Bee Cresent
3rd Chin Bee Road
4th Chin Bee Road
Benoi Sector
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
7,720 sq metres
6,931 sq metres
6,519 sq metres
4,900 sq metres
4,950 sq metres
15,355 sq metres
79,051 sq metres
11 years
6, Chin Bee Avenue
Chin Bee Drive
Enterprise Road
Leasehold
Leasehold
Leasehold
11,729 sq metres
6,873 sq metres
10,140 sq metres
29 years
24 years
26 years
17 Ford Avenue
Jalan Boon Lay
Freehold
Leasehold
2,321 sq metres
30,865 sq metres
41 years
30 years
101
15 years
24 years
12 years
19 years
7 years
7 years
10 years
24 years
21
20
23
23
20
years
years
years
years
years
DESCRIPTION
EXPIRY
Land & Building
2059
Office & Factory
2068
Industrial Land (Vacant)
2034
Industrial Land
2046
Oil Palm Estate
2886
Oil Palm Estate
2041
Complex
Land
Outpatient Centre & SJMC North Tower
SJMC South Tower
Mixed Development
Vacant Land
Carpark Building
Oil Palm Estate
Oil Palm Estate
Oil Palm Estate
Oil Palm Estate
Oil Palm Estate
Complex
Oil Palm Estate
Oil Palm Estate
Twin Tower Office & Commercial
Complex
Twin Tower Office & Commercial
Complex
6 Storey Motor Service Centre
With Vehicular Lifts
Industrial Building For Motor Service
Centre
11 Storey Motor Service Centre With
Showroom & Petrol Filling Station
Commercial Building For Office Usage
Industrial Building & Service Centre
Centre For Heavy Equipment
Agricultural Lots
Industrial Building For Motor Service
Centre
2026
2888
2887
VALUE
RM ’000
4,613
2,604
4,958
736
28,135
12,273
11,222
715
21,000
36,312
13,157
48,175
35,337
19,802
35,268
135,690
25,480
10,592
17,886
2,221
49,708
17,415
14,355
19,172
5,985
946
66,436
57,528
60,657
68,586
2047
9,068
2047
23,899
2035
17,918
2038
2047
8,445
30,072
2047
2047
4,906
75,482
5 Storey Factory Building
2056
Land under development
2057
Factory Building
2044
Single Storey Factory
2009
Factory & Office Building
2040
2008
Intergrated Complex Containing Office 2032
Blocks, Warehouse & Workshop
Single Storey Warehouse With Offices 2043
2008
2 Single Storey Warehouse Building 2038
With Offices
Two Storey Residential House
2030
51,044
41,447
7,322
1,405
2,887
7,313
263
7,735
3,326
5,083
6,024
2,611
LOCATION
TENURE
AREA
AGE OF
BUILDING
DESCRIPTION
YEAR OF
EXPIRY
Jalan Kilang
Leasehold
2,201 sq metres
43 years
Office & Workshop Building
2061
8,702
Jurong Pier Road
Kampong Arang Road
Leasehold
Leasehold
16,456 sq metres
8,357 sq metres
39 years
38 years
2026
2034
4,093
5,642
Kwong Min Road
Leasehold
4,547 sq metres
36 years
2028
2,276
Lot 1341 Korakuen Orange Court,
Orange Grove Road
Lot 676, Orange Grove Road
Sime Darby Centre, Dunearn Road
Freehold
2,524 sq metres
13 years
Workshop & Office Building
Motor Workshop, Showroom &
Office Building
Factory Complex With Warehouse &
Office Building
Service Apartment Building
Leasehold
Leasehold
3,373 sq metres
13,089 sq metres
9 years
21 years
Ubi Road 4
Leasehold
4,993 sq metres
14 years
Service Apartment Building
2092
Commercial, Warehouse &
2878
Industrial Building
Motor Workshop, Showroom & Office 2020
Freehold
Freehold
Leasehold
Freehold
Freehold
Freehold
Freehold
4,506 sq metres
805 sq metres
1,225 sq metres
5 hectares
698 sq metres
4 hectares
1 hectare
10 years
22 years
8 years
38 years
31 years
33 years
19 years
Industrial Land
Residential Building
Industrial Building
Industrial Building
Motel Complex
3,980
276
664
693
143
2,117
1,642
Leasehold
3 hectares
19 years
Industrial Building
7,997
Leasehold
1 hectare
25 years
Industrial Building & Workshop
3,025
Freehold
2 hectares
31 years
Industrial Building
1,522
Freehold
Freehold
13 hectares
1 hectares
15 years
1 year
Industrial Building
Industrial Building
1,095
8,140
Freehold
Leasehold
Leasehold
Freehold
Freehold
Freehold
Leasehold
Freehold
84 sq metres
1,085 sq metres
13 hectares
3 hectares
35 hectares
6 hectares
116.2 hectares
13 years
13 years
7 years
59 years
27 years
31 years
29 years
19 years
Land & Building, Service Apartment
Land & Building, Service Apartment
Office Building & Warehouse
Industrial Building
Miner’s Homestead
Office Building
Industrial Building
Resort Complex
Leasehold
10,000 sq metres
46 years
Office Complex & Warehouse
2026
Freehold
Leasehold
2,164 sq metres
48,245 sq metres
4 years
Showroom, Workshop & Office
Land & Building
2027
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Leasehold
Leasehold
Freehold
2,504 sq metres
13,650 sq metres
614 sq metres
200 sq metres
65,583 sq metres
6,194 sq metres
1,602 sq metres
1,470 sq metres
13,112 sq metres
Freehold
Leasehold
Leasehold
Freehold
39,140 sq metres
2,760 sq metres
8,265 sq metres
488 sq metres
AUSTRALIA
37-41, Commercial Avenue, Mackay, Queensland
Archer Drive, Moranbah, Queensland
Alstonia Drive, Waipa, Queensland
Brown Street, Alice Springs, Northern Territory
Buckland Street, Biloela, Queensland
Carrington Road, Torrington, Queensland
Cnr Bussel Hway and Tunbridge, St Margaret River,
Western Australia
Cnr Connors Road and Commercial Avenue,
Paget, Mackay, Queensland
Cnr Kenny Street and Fearnley Street, Portsmith,
Cairns, Queensland
Cnr Woolcock Street and Blakey Street, Garbutt,
Townsville, Queensland
Gregory Highway, Emerald, Queensland
Wishart Road, Berrimah, Darwin,
Northern Territory
Hay Street, Subiaco Western Australia
Hay Street, Subiaco Western Australia
Hill Road, Homebush Bay
Kerry Road, Archerfield, Queensland
Kolongo Crescent, Kalkadoon, Mt Isa, Queensland
Port Curtis Road, Rockhampton, Queensland
Traeger Close, Gove, Northern Territory
Vasse Highway, Pemberton, Western Australia
PHILIPPINES
Makati, Metro Manila
THAILAND
Bangkae BkkT
Laem Chabang Power Co, Ltd, Sukhumvit Road,
Chonburi
Charan Sanit Wong
Charoen Nakhon
Charand Sanitworng
Suksawat
T.Bangtorud A.Muang, Samutsakorn
Phetkasem Road, Bangkok
Phuket
Ramintra, Bkkt
Poochaosamingprai Road, Phrapradaeng,
Samutprakarn
Samutprakarn Province (Thai Wanaphan Co., Ltd)
Sukhapiban 3 Road, Bangkok
Srinakarim Road, Bangkok
Soi Sukhumvit 26, Bangkok
102
7 Months
1 Month
18 years
Land & Building
Land & Building
Rent Land
Temporary Building
Land
Land
Land & Building
64,940
2021
2004
Land & Building
Land & Building
69,630
109,353
31,043
536
2,206
148
21,773
2,060
3,315
2011
10,649
2013
2024
2019
2004
2023
2004
2017
Industrial Land
8 years
19 years
NET BOOK
VALUE
RM ’000
2020
2025
5,360
17,273
1,567
7,721
1,350,000
46,716
2,700
3,223
134
1,994
4,670
8,589
278
1,856
1,776
LOCATION
TENURE
AREA
AGE OF
BUILDING
DESCRIPTION
YEAR OF
EXPIRY
PAPUA NEW GUINEA
Allotment 46, Karimata Street, Lae
Allotment 77, Hibiscus Avenue, Lae
Cnr Milford Haven Road and Malaita Street, Lae
Spring Gardens Road, Hohola, Port Moresby
Leasehold
Leasehold
Leasehold
Leasehold
1,040 sq metres
1,391 sq metres
2 hectares
3 hectares
36
41
53
33
years
years
years
years
Duplex Property
Sales, Service & Parts Facility
Office Building
2068
2057
2050
2070
55
50
24
1,806
SOLOMON ISLAND
Allotment 21, Panatina Village, Honiara
Honiara Facility, Guadalcanal Island
Leasehold
Leasehold
Leasehold
Leasehold
2,828 sq metres
1,812 sq metres
1,320 sq metres
2 hectares
21
21
21
21
years
years
years
years
Industrial Property
2050
2050
2050
2031
33
33
35
182
NEW ZEALAND
42-46 Great South Road, New Market, Auckland
16B St Marks Road, Remuera, Auckland
21 Great South Road, New Market, Auckland
3 Mauranui Ave, New Market, Auckland
7 Mauranui Ave, Epsom, Auckland
9-11 Mauranui Ave, Epsom, Auckland
82, Great South Road, New Market, Auckland
233, Great South Road, New Market, Auckland
7-9, Silverfield, Glenfield
445, Lake Road, Takapuna
Street Palmerston North
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Leasehold
Leasehold
Leasehold
Leasehold
Freehold
Leasehold
Freehold
2,798 sq metres
400 sq metres
1,450 sq metres
750 sq metres
1,478 sq metres
1,012 sq metres
1,518 sq metres
1,440 sq metres
1,277 sq metres
2,554 sq metres
1,763 sq metres
4,195 sq metres
1,724 sq metres
6,770 sq metres
30,000 sq metres
3
8
7
8
7
Showroom & Admin Block
Workshop
Showroom & Workshop
Workshop & Office
Office & Warehouse
Land
Showroom & Workshop
Showroom & Workshop
Workshop & Parts Department
Workshop & Parts
Showroom
Showroom
2022
2006
2014
2005
2005
2008
8,880
82
2,787
28
3,134
927
9,251
3,710
1,081
1,600
177
1,423
2,404
1,712
12
Leasehold
Leasehold
6,123 sq metres
5,258 sq metres
9 years
1 year
Leasehold
Leasehold
Freehold
Leasehold
Freehold
Leasehold
171 sq metres
3,250 sq metres
58,000 sq metres
12,000 sq metres
216,538 sq metres
2,583 sq metres
Leasehold
4,261 sq metres
Leasehold
OTHERS
5 Duy Tan Street, Vung Tau, Vietnam
26-28, (YANJAIDI) Southern Section of Xiyuan
Road Kunming, China
50 Wynnstay Gardens, Kensington, England
492, Bai Long Road, Kunming, Yunnan, China
Bognor Regis, UK
Bognor Regis, UK
Bognor Regis, UK
District No.18 Shunde Beijiao,
Economic Industrial Area, China
Hai Yu Zhong Xian Road, Xinying District,
Haikou, Hainan China
Jalan Raya Jakarta-Bogor Km 26,
Jakarta, Indonesia
Lot 69, Beribi Industrial Estate,
Bandar Seri Begawan, Brunai
Ma Que Ling Industrial Zone, Shennan Road,
Nan Shan District, Shenzen, China
N0. 74, Tianshan Road, Shantou City, Guangdong
China
North Side, Chongkou Cun, Guongzhou, China
Rua Dos Pescadores, Macau
Kecamatan Parindu Sanggau,
Kalimantan, Indonesia
Kouaoua, New Caledonia
years
years
years
years
years
5 years
24 years
18 years
17 years
4 years
1 year
50 years
70 years
2022
2004
2008
2028
2015
2020
Land & Building
NET BOOK
VALUE
RM ’000
Service Apartment
Workshop
2032
2023
16,500
2,657
2985
2023
2045
700
2,124
55,231
14,450
42,197
5,139
9 years
4 Bedroom Residential Flat
Workshop & Showroom
Factory, Office & Domestic Buildings
Warehouse
Investment Land
Single Storey Heavy Equipment
Service Centre
Single Storey Motor Service Centre
2009
1,629
60,000 sq metres
33 years
Factory & Office
2022
3,793
Leasehold
1,638 hectares
5 years
Office, Service Centre & Warehouse
2009
1,013
Leasehold
23,388 sq metres
9 years
2022
25,579
Leasehold
7,305 sq metres
14 year
8-Storey Industrial Building For
Motor Service Centre
Motor vehicle service centre
2022
1,580
Leasehold
Leasehold
3,551 sq metres
3,832 sq metres
5 years
38 years
2032
2015
5,540
1,015
Leasehold
11,652 hectares
Motor Service Centre & Showroom
5 Storey Motor Service Centre
With Vehicular Lifts
Planted Land
2030
26,574
Freehold
2 hectare
1 year
7 years
23 years
8 years
11 years
103
Villa & Shed
7,700
Sime Darby Management Team
as at September 2004
Sime Darby’s size, business diversity and geographical spread make it necessary to strike a balance between independent corporate
autonomy and Group direction and control. This vital balance is achieved by the application of basic management principles coupled
with hard work, sound planning and a management structure developed to suit the Group’s immediate and long-term objectives.
While the management team forms the operational base of each division and region within the Group, the divisional and regional
directors form the nucleus of the Group management team, which in effect manages the operations of the Group. The continuity of
operational management control and information flows up from the subsidiary company operations to the Group Management
Committee and back down again to the subsidiary companies.
Members of Sime Darby’s Management Team
• Dato’ Ahmad Zubir bin Haji Murshid
Group Chief Executive of Sime Darby Berhad
• Martin Giles Manen
Group Finance Director of Sime Darby Berhad
• Nancy Yeoh Poh Yew
Group Secretary and Group Tax Controller of Sime Darby Berhad
• Saleha binti M Ramly
Joint Group Secretary and Senior Legal Advisor of Sime Darby Berhad
• Datuk Syed Tamin bin Syed Mohamed
Managing Director of Consolidated Plantations Berhad and Divisional Director of the Group’s Plantations division, including the
commodites, agribusiness & foods, healthcare and aerospace divisions
• Azhar bin Abdul Hamid
Managing Director of Tractors Malaysia Holdings Berhad and Divisional Director of the Group’s Heavy Equipment Distribution
operations in Malaysia, Singapore, Hong Kong, the People’s Republic of China and the Philippines
• James C Sheed
Managing Director of Hastings Deering (Australia) Limited and Divisional Director of the Group’s Heavy Equipment Distribution
operations in Australia, Papua New Guinea, Solomon Islands and New Caledonia
• Dato’ Mohamed bin Haji Said
Managing Director of Sime UEP Properties Berhad and Divisional Director of the Group’s Property Development division
• Haji Md Ja’far bin Abdul Carrim
Managing Director of Sime Engineering Services Berhad and Divisional Director of the Group’s Engineering Services division
• Marc Alexander Singleton
Managing Director of Sime Darby Motor Holdings Limited and Divisional Director of the Group’s Motor Distribution operations
covering Malaysia, Singapore, Thailand, Australia and New Zealand, also overseeing the Group’s leasing & hire purchase services
division
• Mohamed Nor bin Abdul Hamid
Divisional Director of the Group’s Power division
• Yip Jon Khiam
Divisional Director of the Group’s Allied Products & Services division
• Tan Wan Hong
Managing Director of the Group’s operations in Hong Kong and the People’s Republic of China, also overseeing the Group’s travel
& tours division
104
As at 2nd September 2004
Class of Shares : Ordinary shares of RM0.50 each
Voting Rights
: One vote per ordinary share
Size of Holdings
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 capital
5% and above of issued capital
Total
Classification of
Shareholders
Individuals
Banks/Finance Companies
Investment Trusts/Foundation/Charities
Industrial and Commercial Companies
Government Agencies/Insitutions
Nominees Companies
Total
No. of
Shareholders
% of
Shareholders
No. of
Shares Held
736
8,843
16,226
4,537
806
3
2.36
28.39
52.09
14.56
2.59
0.01
22,615
7,138,348
65,801,629
128,505,480
834,635,465
1,321,869,537
0.00
0.30
2.79
5.45
35.40
56.06
31,151
100.00
2,357,973,074
100.00
No. of
Shareholders
% of
Shareholders
19,517
33
49
822
23
10,707
62.65
0.11
0.16
2.64
0.07
34.37
116,742,711
592,266,332
9,957,467
76,192,329
32,148,783
1,530,665,452
4.95
25.12
0.42
3.23
1.36
64.92
31,151
100.00
2,357,973,074
100.00
No. of
Shares Held
% of
Issued Capital
% of
Issued Capital
Directors’ Interests as per the Register of Directors’ Shareholdings
No. of
Shares Held
Name of Director
In the Company
Ordinary shares of RM0.50 each
Martin Giles Manen
13,316
30,000
20,000
65,000
Options over shares
Martin Giles Manen
% of Issued
Capital
*
*
*
*
162,000
162,000
In Subsidiary Companies
Sime Engineering Services Berhad
Ordinary shares of RM0.50 each
10,000
Participatory interest
Martin Giles Manen
*
Type of membership
Honorary
Honorary
Honorary
Honorary
Honorary
Honorary
Honorary
Honorary
* less than 0.01%
Save as disclosed above, none of the other Directors of the Company has any interest, direct or indirect, in shares in the Company or
in shares in, debentures of or participatory interest made available by, a related corporation.
105
As at 2nd September 2004
30 Largest Shareholders as per the Register of Members and the Record of Depositors
Name of Shareholder
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Amanah Raya Nominees (Tempatan) Sdn Bhd
held in trust for Sekim Amanah Saham Bumiputera
Employees Provident Fund Board
Permodalan Nasional Berhad
Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd
held in trust for Pledged Securities Account for Anglo-Oriental (Annuities) Sdn Bhd (201 JTRK)
Malaysia Nominees (Tempatan) Sdn Bhd
held in trust for Great Eastern Life Assurance (Malaysia) Berhad
Valuecap Sdn Bhd
Cartaban Nominees (Asing) Sdn Bhd
held in trust for SSBT Fund GB01 for Harbor International Fund
UOBM Nominees (Tempatan) Sdn Bhd
held in trust for Pledged Securities Account for Anglo-Oriental (Annuities) Sdn Bhd (IBS-EPF)
held in trust for Amanah Saham Malaysia
held in trust for Amanah Saham Wawasan 2020
Anglo-Oriental (Annuities) Sdn Bhd
UOBM Nominees Nominees (Tempatan) Sdn Bhd
held in trust for Pledged Securities Account for Anglo-Oriental (Annuities) Sdn Bhd (IBS-KWAP)
Menteri Kewangan Malaysia
held in trust for Section 29 (SICDA)
Cartaban Nominees (Tempatan) Sdn Bhd
held in trust for Amanah SSCM Nominees (Tempatan) Sdn Bhd for Employees Provident Fund Board (JF404)
Malaysia National Insurance Berhad
Citicorp Nominees (Asing) Sdn Bhd
held in trust for Mellon Bank, N.A for The Boston Company Pooled Employees Fund
held in trust for Mellon Bank, N.A for Commonwealth of Pennsylvania Public School Employees Retirement System
held in trust for Mellon Bank, N.A for MPAM Emerging Markets Fund
HSBC Nominees (Asing) Sdn Bhd
held in trust for Stichting Pensioenfonds ABP
Malaysia Nominees (Tempatan) Sdn Bhd
held in trust for Great Eastern Life Assurance (Malaysia) Berhad (PAR 2)
held in trust for Sekim Amanah Saham Nasional
held in trust for Investor Bank And Trust Company for Ishares, Inc
held in trust for American International Assurance Company Ltd (P CORE)
held in trust for BNY Brussels for Dreyfus Premier Emerging Markets Fund
held in trust for Amanah Saham Didik
Citicorp Nominees (Tempatan) Sdn Bhd
held in trust for Prudential Assurance Malaysia Berhad (PAR FUND)
HSBC Nominees (Tempatan) Sdn Bhd
held in trust for Nomura Asset Mgmt Sg for Employees Provident Fund
held in trust for Pictet and Cie for Pictet Targeted Fund FCP (PAM REF 0933)
held in trust for Public Growth Fund
held in trust for Bank of Tokyo Mitsubishi New York United Nations Joint Staff Pension Fund
Total
No. of
Shares Held
% of
Issued Capital
772,775,532
32.77
338,820,505
210,273,500
38,230,000
14.37
8.92
1.62
35,725,893
1.52
35,185,000
25,000,000
1.49
1.06
24,390,000
1.03
21,000,000
0.89
17,040,400
0.72
16,262,047
12,200,000
0.69
0.52
8,571,573
0.36
8,240,200
0.35
7,991,100
7,813,000
0.34
0.33
7,568,500
0.32
7,273,200
0.31
7,260,000
0.31
6,968,000
0.30
6,916,600
0.29
6,535,100
0.28
6,172,600
0.26
6,131,800
0.26
6,000,000
0.25
5,414,500
0.23
5,323,800
0.23
5,112,900
0.22
5,099,700
0.22
5,000,000
0.21
1,666,295,450
70.67
Substantial Shareholders as per the Register of Substantial Shareholders
Name of Substantial Shareholder
No. of Shares
Held or
Beneficially
Interested in
% of
Issued Capital
Amanah Raya Nominees (Tempatan) Sdn Bhd - Skim Amanah Saham Bumiputera
Permodalan Nasional Berhad
Yayasan Pelaburan Bumiputra, indirect interest held through Permodalan Nasional Berhad
Employees Provident Fund Board
792,335,032
190,714,000
190,714,000
354,244,605
33.60
8.09
8.09
15.02
106
Financial Calendar & Share Price Movement
Financial Calendar
Results
First quarter
Second quarter
Third quarter
Fourth quarter
Dividends
Interim
Final (proposed)
–
–
–
–
announced
announced
announced
announced
28th
24th
26th
24th
–
–
–
–
record date
paid
record date
payable
23rd April 2004
21st May 2004
19th November 2004
17th December 2004
Annual General Meeting
November 2003
February 2004
May 2004
August 2004
4th November 2004
Stock Exchange Listing
Bursa Malaysia Securities Berhad
Trading Name : SIME
Stock Code
: 4197
Share Prices On Bursa Malaysia Securities Berhad
Calendar Year
Six Months to 30th June
1999
2000
2001
2002
2003
2004
Highest – RM
5.85
5.75
5.20
5.60
5.45
6.20
Lowest – RM
4.24
4.16
3.60
4.72
4.78
5.00
Share Prices And Trading Volumes On Bursa Malaysia Securities Berhad
107
Sime
Darby
Sime Darby Berhad
(Company No. 41759-M)
(Incorporated in Malaysia)
FORM OF PROXY
I/We.......................................................................................................................................................................................
(FULL NAME IN BLOCK LETTERS)
of.................................................................................................................................Telephone No. .....................................
being a member/members of Sime Darby Berhad hereby appoint *the Chairman of the Meeting, or
...............................................................................................**and/or...................................................................................
as my/our proxy/proxies to attend and vote for me/us and on my/our behalf at the Annual General Meeting of the Company to be held
in Kuala Lumpur on Thursday, 4th November 2004 and at any adjournment thereof.
Resolution
For
No. 1
Receipt of Report and Financial Statements
No. 2
Declaration of Final Dividend
No. 3
Re-appointment of Directors
No. 4
No. 5
No. 6
Election of Directors
No. 7
Re-election of Directors
No. 8
Martin Giles Manen
No. 9
No. 10
Re-appointment of Auditors
No. 11
Authorisation for Directors to Allot and Issue Shares
No. 12
Proposed Share Buy-back
No. 13
Proposed Shareholders’ Mandate for Recurrent
Related Party Transactions
No. 14
Proposed Allocation of Options to Dato’ Ahmad Zubair
@ Ahmad Zubir bin Haji Murshid
Against
The proportion of my/our holding to be represented by my/our proxies are as follows:Number of shares
First proxy
Second proxy
Total
Date...................................... 2004
*
Signature...............................................
If you do not wish to appoint the Chairman of the Meeting as your proxy/one of your proxies, please strike out the words “the Chairman of the Meeting” and
insert the name(s) of the proxy/proxies you wish to appoint in the blank space provided.
** Please delete as applicable.
Notes
1. This proxy form, duly signed, must be deposited at the office of the Share Registrar of the Company listed on the reverse side of this form not less than
48 hours before the time fixed for the meeting.
2. A corporation must complete this proxy form under its common seal or under the hand of a duly authorised officer or attorney. A proxy need not be a
member of the Company. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his
shareholdings to be represented by each proxy. The instrument appointing a proxy shall be deemed to confer authority to demand or join in demanding a
poll.
3. The signature of any joint holder is sufficient.
4. Unless voting instructions are indicated in the spaces provided above, the proxy may vote as he thinks fit.
109
Fold here
THE SHARE REGISTRAR
Symphony Share Registrars Sdn Bhd
(formerly known as Malaysian Share Registration Services Sdn Bhd)
Level 26, Menara Multi-Purpose,
Capital Square,
No.8, Jalan Munshi Abdullah,
50100 Kuala Lumpur
Malaysia.
Fold here

SDB_190056_Sdb corporate_6IBM.

Transcription

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