Annual Report 2008

Transcription

Annual Report 2008

2 0 0 8
Notice of the
Annual General Meeting
NOTICE IS HEREBY GIVEN that the Sixteenth (16th) Annual General Meeting of the Company will be held at The Crystal Crown
Hotel Petaling Jaya, No. 12, Lorong Utara A, Off Jalan Utara, 46200 Petaling Jaya, Selangor on Friday, 27 March 2009 at
10.00 a.m for the following purposes:
Agenda
1.
To receive and adopt the audited financial statements of the Company for the financial year ended 30 September 2008 together
with the reports of the Directors and Auditors thereon.
Resolution 1
2.
To approve the payment of a First and Final Dividend of 1% tax exempt in respect of the financial year ended 30 September
2008.
Resolution 2
3.
To approve the payment of Directors’ Fees for the financial year ended 30 September 2008.
4.
To re-elect the following directors who retire in accordance with the provisions of the Company’s Articles of Association:
5.
Resolution 3
a) Yeoh Chong Keng
Resolution 4
b) Chang Yen Huei
Resolution 5
c) Dato’ Dr. Hj Kardin Bin Hj Shukor
Resolution 6
To consider and, if thought fit, pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:
“That Dato’ Haji Mohd Yusoff bin Haji Amin (a director retiring in compliance with Section 129 of the Companies Act, 1965,
being over the age of seventy years) be and is hereby re-elected a director of the Company to hold office until the next Annual
General Meeting.”
Resolution 7
6.
To appoint Auditors and to authorize the Directors to fix their remuneration.
Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965, a copy of which is annexed in the Annual
Report as “Appendix A” has been received by the Company for the nomination of Mazars, Chartered Accountants, who have
given their consent to act, for appointment as Auditors and of the intention to propose the following Ordinary Resolution :“THAT Mazars, Chartered Accountants be and are hereby appointed as Auditors of the Company in place of the retiring
Auditors, Moores Rowland, to hold office until the conclusion of the next Annual General Meeting at a remuneration to be
determined by the Directors.”
Resolution 8
7.
To transact any other ordinary business of which due notice shall have been given.
As Special Business
To consider and, if thought fit, to pass the following resolutions as ordinary resolutions:
8. 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 and regulatory authorities, the directors be and are hereby empowered pursuant to Section 132D of
the Companies Act, 1965, to issue shares in the Company at any time and upon such terms and conditions for such purposes
as the directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to
this resolution does not exceed 10% of the issued capital of the Company for the time being and that the directors be and
are also empowered to obtain the approval for the listing of and quotation for additional shares so issued on Bursa Malaysia
Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the
Company.”
Resolution 9
9
Notice of 16th
[Cont’d]
9. PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY’S PURCHASE OF ITS OWN SHARES
“THAT, subject to the Companies Act, 1965 (as may be amended, modified or re-enacted from time to time), the Listing
Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the Company’s Articles of Association and all other
applicable laws, regulations and guidelines and the approvals of all relevant government and/or regulatory authorities,
the Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in the Company
(“Proposed Share Buyback”) as may be determined by the directors of the Company from time to time through Bursa Malaysia
as the directors may deem fit in the interest of the Company provided that the aggregate number of shares purchased and/
or held pursuant to this resolution does not exceed ten per centum (10%) of the total issued and paid-up share capital of the
Company at any point of time of the said purchase(s) and the maximum number of shares which may be purchased by The
Store shall not exceed 6,850,360 shares.
AND THAT, upon completion of the purchase by the Company of its own shares (“The Store Shares”), the directors are
authorised to retain The Store Shares as treasury shares or cancel The Store Shares or retain part of The Store Shares as
treasury shares and cancel the remainder. The directors are further authorised to resell the treasury shares on Bursa Malaysia
or distribute the treasury shares as dividends to the Company’s shareholders or subsequently cancel the treasury shares
or any combination of the three.
AND FURTHER THAT such authority shall be effective immediately upon passing of this resolution and will continue in force until :
(i)
the conclusion of the next Annual General Meeting of the Company following the general meeting at which such
resolution is passed at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is
renewed, either unconditionally or subject to conditions;
(ii) the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or
(iii) revoked or varied by ordinary resolution passed by the shareholders in a general meeting;
whichever occurs first but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date and
to take all steps as are necessary and/or to do all such acts and things as the directors deem fit and expedient in the interest of
the Company to give full effect to the Proposed Share Buyback with full powers to assent to any condition, modification, revaluation,
variation and/or amendment (if any) as may be imposed by the relevant authorities.”
Resolution 10
10. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A
REVENUE NATURE
“THAT, subject always to the provisions of the listing requirements of Bursa Malaysia Securities Berhad, approval be and is
hereby given to the Company and its wholly-owned subsidiaries, Pacific Hypermarket & Departmental Store Sdn Bhd and
Pacific Bowling Sdn Bhd, to enter into and give effect to specified recurrent related party transactions of a revenue nature
with specified classes of Related Parties as specified in Section 3.2 of the Circular to shareholders dated 5 March 2009
which are necessary for the day to day operations and/or in the ordinary course of business of the Company and its
subsidiaries and are carried out at arms’ length basis on normal commercial terms of The Store Group on terms not more
favourable to the Related Parties than those generally available to the public and are not detrimental to minority shareholders
of the Company and such mandate shall continue to be in force until:
(i)
the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at
a general meeting, the authority is renewed;
(ii) the expiration of the period within which the next Annual General Meeting after the date it is required to be held pursuant to
Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension as may be allowed pursuant
to Section 143(2) of the Act); or
(iii) revoked or varied by resolution passed by the shareholders in a general meeting,
whichever is the earlier, and
THAT authority be and is hereby given to the directors of the Company and its subsidiaries to complete and do such acts and things
as they may consider necessary or expedient in the best interest of the Company (including executing all such documents as may
be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.”
Resolution 11
10
2 0 0 8
Notice of 16th
[cont’d]
Notice of Dividend Entitlement and Payment
NOTICE IS ALSO HEREBY GIVEN that the first and final dividend of 1%, tax exempt, in respect of the financial year ended 30
September 2008, if approved, will be paid to shareholders on 19 June 2009. The entitlement date for the said dividend shall be
on 22 May 2009.
A Depositor shall qualify for entitlement only in respect of:a) Shares transferred to the Depositor’s Securities Account before 4.00 p.m. on 22 May 2009 in respect of ordinary
transfers; and
b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
By Order of the Board
LEE WAI NGAN (Ms) (LS 00184)
HWONG PIK HUA (Ms) (MAICSA 7027798)
Secretaries
Kuala Lumpur
Date : 5 March 2009
Notes:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his
stead. A member may appoint more than one proxy to attend at the same meeting. Where a member appoints two or more
proxies, he must specify the proportion of his shareholdings to be represented by each proxy.
2.
A proxy need not be a member of the Company.
3.
If the appointer is a corporation, the form must be under its Common Seal or under the hand of an officer or attorney
duly authorised.
4.
The instrument appointing a proxy must be deposited at the Company’s Registered Office at Plaza 138, Suite 18.03, 18th
Floor, 138 Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting.
11
Notice of 16th
[cont’d]
Explanatory Notes on Special Business
Ordinary Resolution 9 – Authority to Allot and Issue Shares Pursuant to Section 132D of the
Companies Act, 1965
The proposed Resolution No. 9, if passed, will authorise the directors to issue shares up to 10% of the issued and paid-up
capital of the Company for the time being for such purposes as the directors consider would be in the best interest of the
Company. This would avoid any delay and costs in convening a general meeting to specifically approve such an issue
of shares. This authority unless, revoked or varied at a general meeting, will expire at the next Annual General Meeting of
the Company.
Ordinary Resolution 10 – Proposed Renewal Of Authority For The Company’s Purchase Of Its Own
Shares
The proposed Resolution No. 10, if passed, will renew the mandate for the Company to buy back its own shares.
The mandate shall continue to be in force until the date of the next Annual General Meeting of the Company unless earlier
revoked or varied by ordinary resolution of the Company in a general meeting and is subject to annual renewal.
Further information on this resolution is set out in the Share Buyback Statement dated 5 March 2009, despatched together
with this Annual Report.
Ordinary Resolution 11 – Proposed Renewal of Shareholders’ Mandate For Recurrent Related
Party Transactions Of A Revenue Nature
The proposed Resolution No. 11, if passed, will enable the Company and its subsidiaries to enter into recurrent transactions
involving the interest of related parties, which are of a revenue 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.
Further information on this resolution is set out in the circular to shareholders dated 5 March 2009, despatched together with
this Annual Report.
12
2 0 0 8
Corporate
Information
Board Of Directors :
Dato’ Sri Md Kamal bin Bilal ~ Chairman
Registered Office :
(Managing Director)
Plaza 138, Suite 18.03
18th Floor, 138, Jalan Ampang,
50450 Kuala Lumpur
Tel: 603-21615466
Fax: 603-21636968
Kam Teh Chung
Registrars:
(Independent Non-Executive Director )
Dato’ Sri Tang Yeam Soon
(Executive Director)
Chang Yen Huei
Datin Sri Khor Guik Lee
Dato’ Dr. Haji Kardin bin Haji Shukor
(Independent Non-Executive Director)
Dato’ Haji Mohd Yusoff bin Haji Amin
Yeoh Chong Keng
Systems & Securities Sdn Bhd
Plaza 138, Suite 18.03
50450 Kuala Lumpur
Tel: 603-21615466
Fax: 603-21636968
Principal Place of Business :
Lot 9A, Jalan 223, Petaling Jaya
46100 Selangor Darul Ehsan
Tel: 603-7960 3233
Fax: 603-7960 3299
Website Address : www.tstore.com.my
Email: thestore@tstore.com.my
Company Secretaries :
Lim Gin Chuan
Ms Lee Wai Ngan (LS 00184)
Ms Hwong Pik Hua (MAICSA 7027798)
Audit Committee :
Auditors :
Dato’ Dr. Haji Kardin bin Haji Shukor ~ Chairman
Yeoh Chong Keng
Moores Rowland
Wisma Selangor Dredging
7th Floor, South Block
142-A, Jalan Ampang
50450 Kuala Lumpur
Principal Banker :
Dato’ Dr. Haji Kardin bin Haji Shukor ~ Chairman
Malayan Banking Berhad
EON Bank Berhad
Kuwait Finance House Bhd
Al-Rajhi Banking & Investment Corporation (Malaysia) Bhd
Yeoh Chong Keng
Stock Exchange Listing :
Remuneration Committee :
Lim Gin Chuan
Nomination Committee :
The Company is a public company, incorporated and
domiciled in Malaysia and listed on the Main Board of the
Bursa Malaysia Securities Berhad since 3 March 1994.
Sector: Trading
Dato’ Haji Mohd Yusoff bin Haji Amin ~ Chairman
Stock Name: TSTORE
Yeoh Chong Keng
Stock Code : 5711
Lim Gin Chuan
Website : www.tstore.com.my
Email : thestore@tstore.com.my
13
Corporate
Structure
30%
Tanjung Segi Sdn Bhd
70%
The Store Holdings Sdn Bhd
100%
Formyarn Sdn Bhd
67%
The Store ( Kangar ) Sdn Bhd
100%
The Store ( Johore Bahru ) Sdn Bhd
100%
The Store ( Johor Jaya ) Sdn Bhd
100%
The Store ( Kemaman ) Sdn Bhd
100%
Murai Perdana Sdn Bhd
100%
Cotler Sdn Bhd
92.1%
The Store ( Malaysia ) Sdn Bhd
100%
The Store ( Malacca ) Sdn Bhd
100%
The Store ( Batu Pahat ) Sdn Bhd
100%
THE STORE CORPORATION
BERHAD
The Store ( Subang ) Sdn Bhd
100%
Taiping Corporation Sdn Bhd
100%
The Store ( Taiping Jaya ) Sdn Bhd
100%
Taiping Supermarket Holdings
Sdn Bhd
100%
The Store ( Taiping ) Sdn Bhd
100%
The Store ( Tampin ) Sdn Bhd
100%
The Store ( Terengganu ) Sdn Bhd
100%
The Store ( Pusat K.T ) Sdn Bhd
100%
The Store ( Kelantan ) Sdn Bhd
100%
The Store ( Sungai Petani ) Sdn Bhd
100%
The Store ( Kota Bharu ) Sdn Bhd
100%
Gold Shopping Centre Holdings
Sdn Bhd
100%
70%
The Store ( Taman Kok Lian ) Sdn Bhd
100%
The Store ( Shah Alam ) Sdn Bhd
100%
The Store ( NS ) Sdn Bhd
30%
TS Universal Brands Sdn Bhd
100%
The Store ( Bukit Pasir ) Sdn Bhd
100%
The Store ( Port Dickson ) Sdn Bhd
100%
Summit Superstore Holdings Sdn Bhd
100%
Arglye Sdn Bhd
100%
TS Retail Systems Sdn Bhd
100%
The Store ( Summit Parade ) Sdn Bhd
100%
The Store ( Mentakab ) Sdn Bhd
100%
The Store ( Muar ) Sdn Bhd
100%
Pacific Hypermarket ( Prai ) Sdn Bhd
100%
The Store ( Seremban ) Sdn Bhd
100%
TS Universal Trading Sdn Bhd
100%
Pacific Hypermarket Group Sdn Bhd
100%
The Store ( Bentong ) Sdn Bhd
100%
The Store ( Darul Naim ) Sdn Bhd
100%
Pacific Hypermarket & Departmental
Store Sdn Bhd
100%
Pacific Department Store ( Prai ) Sdn Bhd
100%
Bigever Properties Sdn Bhd
100%
Pacific Hypermarket Properties Sdn Bhd
100%
Pacific Bowling Sdn Bhd
100%
Pacific Departmental Store Sdn Bhd
100%
Milimewa Superstore Sdn Bhd
100%
Berkat Apparel Sdn Bhd
100%
Berkat Garments Sdn Bhd
100%
Berkat Marketing Sdn Bhd
100%
Berkat Merchandising & Services Sdn Bhd
100%
Delsinar Sdn Bhd
100%
29.63%
Nilai Hikmat Sdn Bhd
100%
15.63%
Larut Matang Supermarket Holdings
Berhad
Dindings Supermarket Sdn Bhd
100%
54.74%
Fajar Merchandising & Services Sdn Bhd
100%
The Store ( Kuantan Parade ) Sdn Bhd
100%
Fajar Retail Enterprise Sdn Bhd
100%
The Store Properties Sdn Bhd
100%
Fajar Supermarket (Butterworth) Sdn Bhd
100%
The Store Card Sdn Bhd
100%
Fajar Supermarket ( Melaka ) Sdn Bhd
100%
The Store ( Kluang ) Sdn Bhd
100%
Fajar Supermarket ( Upper Perak ) Sdn Bhd
100%
The Store (Kampar Road) Sdn Bhd
100%
Fajar Supermarket Sdn Bhd
100%
Visual Utama Sdn Bhd
100%
Kuala Kangsar Supermarket Sdn Bhd
100%
The Store ( Klang ) Sdn Bhd
100%
Larut Matang Supermarket ( Taiping) Sdn Bhd
100%
The Store ( Taman Tun Aminah ) Sdn Bhd
100%
Sungei Perak Supermarket Sdn Bhd
100%
The Store ( Central Square ) Sdn Bhd
100%
Universal Retail Graup Ltd
100%
Fajar Departmental Store & Supermarket ( Sg. Besar ) Sdn Bhd
100%
99.99%
Sungai Besar Supermarket Sdn Bhd
0.001%
TS Univerdal Retail Ltd
100%
Universal Retail Holdings Limited
100%
Shanghai Universal Retail Limited
100%
14
Bintang Aspek (M) Sdn Bhd
100%
Koaling Development Sdn Bhd
100%
Yangtze Corporation Sdn Bhd
94.98% (Effective Interest)
TS Universal International Co. Ltd
100%
Berkat Supermarket Sdn Bhd
100%
Statement Of
Corporate Governance
The Malaysian Code on Corporate Governance (“the code”) was introduced in March 2000, and sets out the Principles and
Best Practices for compliance by any organisation.
The Board of the Company recognizes the paramount importance of good corporate governance to the success of the Group and
believes that good corporate governance results in quantifiable and sustainable long term success and creation of shareholders
value as well as benefit for other stakeholders, all of which are reflected in our performance track record over the years. As such,
the Board is fully committed to the maintenance of high standards of corporate governance in all aspects of its dealings for wh ich
directors are accountable to shareholders. The Board is therefore pleased to provide the following statement which narrates the
various measures taken by the Group to strengthen the application. Except for matters specifically identified, the Board of Directors
has complied in the best practice set out in the code.
A. THE BOARD OF DIRECTORS
(i) Board Composition & Balance
The Company’s Articles of Association currently provide for a board comprising a maximum of eleven directors. There
is no change in Board members since the last financial year. The Board has nine members as at the date of this
statement. Of the nine, there are 4 executive directors and the rest are non-executive directors who are independent.
The present composition of the Board is in compliance with the requirements of Bursa Malaysia Securities Berhad
whereby at least two directors or one-third of the Board, whichever is the higher number, must be independent directors.
In the opinion of the Board, the number of members is sufficient and fairly reflects the investment in the Company by
shareholders other than the largest shareholders.
The Board considers that the current non-executive directors bring a wide range of business, legal and financial
experience required for the successful direction of the Group and provide a solid foundation for good corporate
governance. There is no individual or group of individuals who dominates the Board’s decision-making.
The Board continually evaluates its requirements as to the appropriate mix of skills and experience required to ensure
that its competition remains optimal for the effective discharge of its responsibilities.
A brief profile of each director is presented on pages 19 to 23.
(ii) Responsibilities
The Board has a fiduciary duty to act in good faith, with due diligence and care and in the best interest of the Group
and all its stakeholders.
The duties and responsibilities of the Board are to review and evaluate strategic performance and resources for the
Group against their budgets and targets in light of any changing circumstances, whether economic, social or political.
The Board is also responsible for satisfying itself as to the integrity of financial information and effectiveness of the
Group’s internal control system and Management Information System including systems in compliance with applicable
laws, regulations, rules, directives and guidelines.
There is a clear division of responsibilities between the Chairman and Managing Director and executive directors to
ensure balance of power and authority. The Chairman is primarily responsible for ensuring Board effectiveness and
conduct whilst the Managing Director, with the assistance of executive directors, has overall responsibilities over the
operating units, organization effectiveness and implementation of Board policies and decisions.
The Independent Non-Executive Directors fulfill a pivotal role in corporate accountability providing unbiased and
independent views, advice and judgment.
The Board does not consider it necessary to nominate a recognized Senior Independent Non-Executive Director to the
Board to whom any concerns may be conveyed, in view of the present independent element of the board composition
and the separation of the roles of the Chairman and Managing Director.
24
2 0 0 8
Statement Of
[Cont’d]
(iii) Board Meeting
During the financial year, the Board held 4 meetings. The Board also noted the decisions and salient issues deliberated
by the Audit Committee and other committees briefed by them at the meetings. In the intervals between the scheduled
Board meetings, any matters requiring Board decisions and Board approvals are obtained through circular resolutions.
The attendance of the directors at the Board meetings held during the financial year ended 30 September 2008 are
as follows:
Name of Directors
1. Dato’ Sri Md Kamal bin Bilal
2. Dato’ Sri Tang Yeam Soon
3. Dato’ Dr. Haji Kardin bin Haji Shukor
4. Dato’ Haji Mohd Yusoff bin Haji Amin
5. Kam Teh Chung
6. Chang Yen Huei
7. Datin Sri Khor Guik Lee
8. Yeoh Chong Keng
9. Lim Gin Chuan
Number of Board
meetings attended
4/4
4/4
4/4
3/4
4/4
4/4
4/4
4/4
4/4
(iv) Supply of Information
Executive Management and the Company Secretaries are responsible for organising the Board meeting agenda and
full set of board papers for each agenda item to be discussed. Adequate reports with regards to information on
Group performance and major operational financial and corporate issues are disseminated in advance to
facilitate informed decision-making process and all the directors are entitled to request for additional clarification and
information to assist them in matters that require their decision.
The Board has the services of two Company Secretaries who are responsible for ensuring that all Board procedures
are followed and that applicable laws and regulations are complied with. These include the obligation of directors
relating to disclosure of interests and disclosure of any conflict of interest in transactions with the Group. The
Company Secretaries are also charged with highlighting all issues which they feel ought to be brought to the Board’s
attention.
In exercising their duties and specific responsibilities, Board committees are entitled to obtain advice on professional
opinions from external independent consultants such as merchant bankers, valuers, human resource consultant etc.
(v) Re-election of Directors
Pursuant to Section 129 (6) of the Companies Act, 1965, directors who are over seventy (70) years shall retire at every
Annual General Meeting and may offer themselves for re-appointment to hold office until the next Annual General
Meeting.
The Company’s Articles of Association provide for the following in respect of the re-election of directors:
a) all directors who are appointed during the year will be subject to retirement and re-election by shareholders at
the Annual General Meeting following their appointment; and
b) one-third (1/3) of the remaining directors, including the Managing Director, or if their number is not three or a
multiple of three, then the number nearest to 1/3, shall retire from office and be eligible for re-election at each
Annual General Meeting; provided always.
c) all the directors, including the Managing Director, shall retire from office once at least in each three (3) years but
shall be eligible for re-election.
25
Statement Of
[Cont’d]
At this forthcoming Annual General Meeting, the Company has 4 directors retiring and offering themselves for
re-election. The Board confirms that it is satisfied that the directors, who are required to stand for re-election and
re-appointment respectively at the Annual General Meeting, continue to demonstrate the necessary commitment to
be fully effective members of the Board. To assist the shareholders in their decisions, sufficient information such
as directors’ personal profile, their attendance at the meetings and shareholdings in the Company for each directors
standing for re-election are furnished in this Annual Report.
(vi) Directors’ Continuing Development
All the directors had attended the Mandatory Accreditation Programme and Continuing Education Programme
as required by Bursa Malaysia. The Board is mindful that they should continually attend education programmes
and seminars to keep abreast with developments in the market place as well as new regulations and statutory requirements.
Directors are encouraged to visit the Group’s operating outlets to have an insight on the Group’s operations which
would assist the Board in making effective decisions relating to the Group.
(vii) Board Committees
The Board has delegated certain responsibilities to its committees which operate within clearly defined terms of
reference. The chairman of the respective committees will report to the Board the outcome of the committees’ meetings
and such reports are incorporated in the board papers.
a) Audit Committee
The composition and terms of reference of this committee together with its reports are presented on page 31 .
b) Remuneration Committee
The Remuneration Committee was established on 30 July 2001. The membership of the committee has not changed
since the last report. The Board considers that the membership of the committee is in compliance with the code’s
recommendation. Its present members, all of whom are independent non-executive directors, are as follows:
~
~
~
Dato’ Dr. Haji Kardin bin Hj Shukor
Mr. Yeoh Chong Keng
(Independent Non- Executive Director)
Mr. Lim Gin Chuan
- Chairman
- Member
- Member
The Remuneration Committee is responsible for developing the remuneration packages and benefits of the
Executive Directors and making the necessary recommendations to the Board for approval. Non-Executive
Directors’ remunerations are determined by the full Board. Directors do not participate in decisions on their own
remuneration packages. Directors’ fees are approved by the shareholders at the Annual General Meeting. The
committee meets when necessary.
26
2 0 0 8
Statement Of
[Cont’d]
c)
Nomination Committee
The Nomination Committee was established on 30 July 2001. The membership of the committee has not changed
since the last report. The Board considers that the committee is in compliance with the code’s recommendation. Its
present members, all of whom are independent non-executive directors, are as follows:~
~
~
Mr. Yeoh Chong Keng
Mr. Lim Gin Chuan
- Chairman
- Member
- Member
The Nomination Committee is responsible for nominating new candidates to the Board and to ensure the
appropriate Board balance and size as well as to review the required mix of skills, experience and other
competencies and recommend to the Board accordingly. The Board will implement the process, which is to be
carried out by the Nomination Committee, for assessing the effectiveness of the individual directors and the
Board as a whole.
The Company Secretary is responsible for ensuring that appointments are properly made and all necessary
information is obtained from the directors in compliance with the requirements of the Companies Act, 1965,
Listing Requirements of Bursa Malaysia Securities Berhad, Securities Industry Act, 1983 and other regulatory
requirements. No nominations were received during the year.
B. DIRECTORS’ REMUNERATION
The Company’s Remuneration scheme for Executive Directors is linked to performance, seniority, experience and scope of
responsibility and is reviewed periodically having regard to market/industry standards. For Non-Executive Directors, the level
of remuneration reflects the level of responsibilities, expertise, experience and duties undertaken by them. In addition, the
Board also takes into consideration any relevant information provided by independent consultant or from survey data.
All the directors are paid a fixed fee, except for the Chairman who is paid a higher fee in recognition of his additional
responsibilities. The directors are also reimbursed reasonable expenses incurred by them in the course of carrying out their
duties on behalf of the Company.
The Remuneration Committee recommends to the Board the director’s fee for each director of the Company which is subject to
the approval of the shareholders. The members of the Audit Committee are paid fixed fees.
The details of the remuneration of the directors of the Company comprising remuneration received/receivable from the
Company and subsidiary companies during the financial year under review are set out in the table below.
Aggregate remuneration of directors categorized into appropriate components:-
Fees
Salaries
Total
Executive
Non-Executive
(RM)
(RM)
(RM)
516,000
120,000
636,000
2,664,000
-
2,664,000
Allowance &
other emoluments
449,000
3,629,000
135,000
255,000
584,000
3,884,000
27
Statement Of
[Cont’d]
Number of Directors whose remuneration falls into the following bands:-
Range of Remuneration
Executive
Number of Directors
Non-Executive
Total
-
4
4
RM 50,000 – RM100,000
-
1
1
RM350,000 – RM400,000
1
-
1
RM400,000 – RM450,000
1
-
1
RM650,000 – RM700,000
1
-
1
RM2,150,000 –RM2,200,000
1
-
1
Below RM50,000
C. SHAREHOLDERS AND INVESTORS RELATIONSHIP
The Company places utmost importance on timely and accurate dissemination of information to investors and shareholders as
recommended practice under The Malaysian Code on Corporate Governance. Nevertheless, whilst the Company endeavors to
provide as much information as possible to its shareholders and stakeholders, it is mindful of the legal and regulatory framework
governing the release of material and price-sensitive information.
The Company is committed to maintain an active dialog with shareholders to provide comprehensive updates on issues
pertaining to the Group’s strategy, performance and major development. The Company also ensures that investment analysts
fund managers and potential investors are frequently updated through investors briefing dialogs and interview.
The Company has established a website to enable the public and shareholders to access corporate information on the
promotions, performance and activities undertaken as well as achievements of the Group at www.tstore.com.my.
The Company has the annual general meeting and extraordinary general meeting as means of communication for shareholders and
investors to seek clarifications on the operations, financial performance and major developments of the Group. Shareholders
are welcome to raise queries by contacting the Company at any time throughout the year in addition to the meetings.
During shareholders’ meetings, the Chairman will undertake to provide written answers to significant questions that cannot
be readily answered at the meetings. Shareholders’ suggestions received during the meetings are reviewed and considered
for implementation, whenever possible. The management and the external auditors are also present at the meetings to
provide their professional and independent clarification on issues and concerns raised by the shareholders. The outcome of
all resolutions proposed at the meetings are announced to Bursa Securities on the same day to enable the public to know the
outcome.
D. ACCOUNTABILITY AND AUDIT
(i)
Financial Reporting
The Board is responsible to ensure that the annual financial statements of the Company and the Group are drawn up
in accordance with the requirements of the applicable approved accounting standards in Malaysia and the provisions
of the Companies Act, 1965. The audit committee assists the Board by reviewing the information to be disclosed before
recommending to the Board for approval. The Directors’ Responsibility Statement explaining the responsibility of the
Board for preparing the annual audited financial statements of the Company and the Group for the financial year
ended 30 September 2008 is presented on page 37 to 99.
28
2 0 0 8
Statement Of
[Cont’d]
During the year under review, the Board has ensured quality financial reporting to its shareholders, investors
and regulatory authorities in order to present a balanced, clear comprehensive assessment of the Company’s and
Group’s performance and prospects. As part of the Company’s continuing disclosure obligation under the
Listing Requirements, the Board ensures that timely, accurate and up-to-date financial information relating to the
Company’s and Group’s quarterly financial results are announced to Bursa Malaysia.
(ii) Relationship with the Auditors
The Company maintains a transparent relationship with the external auditors in seeking their professional advice and
ensuring compliance with relevant accounting standards. The external auditors attended all scheduled meetings of the
Audit Committee during the period.
The role of the Audit Committee in relation to the external auditors is elaborated on pages 31 to 34.
(iii) Internal Control
The Internal Control Statement for the Group is presented on pages to 35.
(iv) Statement of Directors’ Responsibility
The Board of Directors is required under Paragraph 15.27 (a) of the Listing Requirements of Bursa Securities to issue
a statement explaining its responsibility for preparing the annual audited financial statements.
The directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which
give a true and fair view of the state of affairs of the Company and the Group as at the financial year end and of
the results and cash flows for that year.
The directors consider that, in preparing the financial statements of the Company for the financial year ended 30
September 2008, the Company has used appropriate accounting policies, consistently applied and supported by
reasonable and prudent judgments and estimates. The directors also consider that all applicable approved
accounting standards in Malaysia have been followed and confirm that the financial statements have been prepared
on a going concern basis.
The directors are responsible for ensuring that the Company keeps accounting records which disclose with reasonable
accuracy at any time the financial positions of the Company which enable them to ensure that the financial statements
comply with the provisions of the Companies Act, 1965.
The directors are also responsible for taking such steps that are reasonably open to them to safeguard the assets of
the Group and to prevent and detect fraud and other irregularities.
E. COMPLIANCE WITH THE CODE
During the financial year under review, the Group is substantially in compliance with the code, except for separate disclosure
of each director’s remuneration. The Board is of the opinion that separate disclosure will impinge upon the directors’ right of
privacy.
This statement is made in accordance with a resolution of the Board of Directors passed on 23 January 2009.
OTHER INFORMATION:1. UTILISATION OF PROCEEDS
The Commercial Paper and Medium Term Note issuance facility of up to RM200 million had been fully redeemed on 22
December 2008.
29
Statement Of
[Cont’d]
2. SHARE BUYBACK
The Company had obtained its shareholders’ approval at the Company’s Annual General Meeting held on 27 March 2008
in respect of the share buy-back of up to 10% of the issued and paid up share capital of the Company.
The Company is seeking the renewal of the shareholders’ mandate on the share buy-back proposal at the forthcoming
Annual General Meeting.
During the financial year under review, the Company had resold the balance of 490,000 treasury shares. A monthly
breakdown of treasury shares resold during the financial year under review is set out below:
Month
No. of Shares
Consideration
Received
(RM)*
Minimum price
received
(RM)
Maximum price
received
(RM)
Average price
received
(RM)
December 2007
490,000
1,476,880.30
3.20
3.20
3.20
TOTAL
490,000
1,476,880.30
3.20
3.20
3.20
* Including brokerage, commission, clearing house fee and stamp duty.
There was no share buy-back undertaken by the Company during the financial year under review.
3. NON-AUDIT FEES
The amount of non-audit fees paid to the external auditors and its affiliates by the Company and its subsidiaries for the
financial year ended is RM 117,200.00
4. REVALUATION OF LANDED PROPERTIES
All items of property, plant and equipment are initially recorded at cost.
Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and
impairment losses, except for freehold land and buildings which are stated at valuation carried out in 2007 less accumulated
depreciation and impairment losses. The Group will revalue its freehold land and buildings at least once in every 5 years.
Surplus arising from revaluation is dealt with through the asset revaluation reserve account. Any deficit arising is set off against
the asset revaluation reserve to the extent of a previous increase for the same property. In all cases, a decrease in carrying
amount will be charged to the income statement.
5. RECURRENT RELATED PARTY TRANSACTIONS
In compliance with the requirements of Paragraph 10.09 of the Bursa Malaysia Listing Requirements, at the forthcoming
Annual General Meeting, the Company intends to seek a renewal of the shareholders’ mandate for the Company and its
wholly-owned subsidiary, Pacific Hypermarket & Departmental Store Sdn Bhd and Pacific Bowling Sdn Bhd to enter into
Recurrent Related Party Transactions of a revenue nature with specified classes of Related Parties as specified in Section 3.2 of
the Circular to shareholders dated 5 March 2009 which are necessary for the day to day operations and/or in the ordinary
course of business of the Company and its subsidiary.
30
2 0 0 8
Audit
Committee Report
The Board of Directors of The Store Corporation Bhd is pleased to present the report of the Audit Committee for the financial year
ended 30 September 2008.
The Audit Committee was established in 1994 to serve as a committee to the Board. The members as at the date of this statement
and their attendance at Committee meetings held during the financial year under review are as follows:
Audit Committee
Dato’ Dr. Haji Kardin bin Haji Shukor
Designation
Number of meetings attended
Chairman
4/4
Member
3/4
Member
4/4
Member
4/4
Chang Yen Huei*
Yeoh Chong Keng
*Mr. Chang ceased as a committee member on 23 January 2009 in compliance with requirement of the revised Malaysian Code
on Corporate Governance.
A) TERMS OF REFERENCE
The terms of reference of Audit Committee incorporating the requirements of the Listing Requirements of Bursa Malaysia
Securities Berhad has been reviewed and adopted by the Audit Committee on 23 January 2009 and the Board of Directors
approved it on the same day.
The term of office of the Audit Committee and the terms of reference shall be reviewed by the Board not less than once every
three years.
i) Membership
a) The Audit Committee shall be appointed by the Board from among its members.
b) The Committee shall consist of not less than three members, all of whom must be non-executive directors with a
majority of them being Independent Directors.
The word “Independent” shall be the same as defined in the Listing Requirements of Bursa Malaysia Securities Berhad .
c) An alternate director shall not be appointed as a member of the Committee.
d) At least one member must be a member of the Malaysian Institute of Accountants; or fulfills such other requirements
as prescribed or approved by Bursa Malaysia.
e) The members of the Committee shall select a chairman from among their number and be appointed by the Board from
the Independent Non-Executive Directors.
f) If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the
number of members is reduced to below three, the Board shall, within three months of the event, appoint such number
of new members as may be required to make up the minimum number of three members.
31
Audit
Committee Report
[Cont’d]
ii) Authority
a) The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to
seek any information it requires from any employee and all employees are directed to co-operate with any request
made by the Committee.
b) The Committee is authorised by the Board to obtain outside legal or other independent professional advice and
to secure the attendance of outsiders with relevant experience and expertise if it considers this necessary.
The Committee shall have direct communication channels with the external auditors and person(s) carrying out
the internal audit function or activity, if any.
The Committee shall promptly report to the Exchange of any matter reported by the Audit Committee to the Board of
Directors of the Company which has not been satisfactorily resolved resulting in a breach of the Listing Requirements
of Bursa Malaysia Securities Berhad.
iii)Functions
The functions of the Committee shall be:
a) To review and report to the Board :
- with the external auditors, the audit plan;
- with the external auditors, the evaluation of the system of internal accounting controls;
- with the external auditors, the audit report;
- the assistance given by the Company’s officers to the external auditors;
- the quarterly results and year end financial statements of the Company and Group and thereafter to submit them to
the Board of Directors of the Company, particularly on
* any change in or implementation of major accounting policies and practices;
* significant and/or unusual events;
* the going concern assumption; and
* compliance with accounting standards and other legal requirements ;
- any related party transactions and conflict of interest situation that may arise within the Company or Group
including any transaction, procedures or course of conduct that raises questions of management integrity.
b) To do the following for internal audit:
- review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has
the necessary authority to carry out its work;
- review the internal audit programme, processes and results of the internal audit process, programme or investigation
undertaken and where necessary ensure that appropriate action is taken on the recommendations of the internal
audit function
c) To consider the appointment, remuneration, resignation and dismissal of external auditors; and such other functions as
may be defined by the Board of Directors.
d) To review the internal audit plan, consider significant findings and management’s response and report to the Board
together with such other functions as may be agreed to by the Committee and the Board.
e) Verify the criteria for allocation of options pursuant to a share scheme for employee.
32
2 0 0 8
Audit
Committee Report
[Cont’d]
iv) Meetings
a) The Managing Director, the Executive Directors, any other Board Members, General Managers or any other senior
executives as may be requested by the Committee and a representative of the external auditors shall normally attend
meetings. However, the Committee shall meet with the external auditors at least once a year.
b) Any two members of the Committee present at the meeting shall constitute a quorum which must be made up of the
Independent Directors.
c) The Company Secretary shall be Secretary of the Committee.
d) Meetings shall be held not less than two times a year.
e) The agenda will be prepared by the Company Secretary and circulated to the Committee prior to each meeting.
The Company Secretary shall be responsible for keeping minutes of meetings of the Committee and circulating
them to all members of the Committee.
f) The decision of the Audit Committee shall be by majority of votes and the determination by a majority of the members
shall for all purposes be deemed a determination of the Audit Committee. In the case of an equality of votes, the
Chairman of the meeting shall have a second or casting vote.
Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting
of the Audit Committee.
g) The minutes of proceedings of the Audit Committee shall be kept by the Company Secretary at the Registered
Office of the Company, and shall be opened to the inspection of any member of the Committee or any member of
the Board of Directors.
B) ACTIVITIES DURING THE FINANCIAL YEAR END
During the financial year under review, the main activities undertaken by the Committee included the review and deliberation of:
a) The related party transactions entered into by the Company and the Group and the disclosure of such transactions in the
annual report and circulars of the Company.
b) The external auditors’ scope of work and audit plan for the year.
c) The annual report and audited financial statement of the Company prior to submission to the Board for their consideration
and approval. The review was to ensure that the audited financial statement were drawn up in accordance with the
provision of the Companies Act, 1965 and applicable accounting standard approved by the Malaysian Accounting
Standards Board.
33
Audit
Committee Report
[Cont’d]
C) INTERNAL AUDIT FUNCTION
The Company has an internal audit department whose principal responsibility is to conduct periodic audits on internal control
matters to ensure their compliance with systems and standard operating procedures in each branch. The main objective of
these audits is to provide a reasonable assurance that they operate satisfactorily and effectively. Investigation has also been
conducted with regard to various specific areas of concern and high risk areas.
34
2 0 0 8
Internal
Control Statement
In line with the paragraph 15.27(b) of the Bursa Malaysia Listing Requirements, The Board of Directors is pleased to provide the
following Statement on Internal Control, which outlines the nature and scope on internal control of the Group during the financial
year.
The Board is committed to fulfilling its responsibility of maintaining a sound system of internal controls in the Group in compliance
with the Malaysian Code on Corporate Governance.
The Board’s Responsibility
The Board of Directors recognises the importance of good corporate governance and affirms its overall responsibility for
maintaining a sound system of internal control that covers all aspects of the Group’s business. In recognition of that
responsibility, the Board sets policies and seeks regular assurance that the system of internal control is operating effectively.
While acknowledging their responsibility for the system of internal control, the directors are aware that a sound system of internal
control and risk management can only help to manage but not totally eliminate the risk that may impede the achievement of the
Group’s business objectives. Accordingly, such a system can only provide reasonable rather than absolute assurance against
material misstatements, losses, fraud or breaches of law or regulations.
Risk Management
The Board and Management are responsible for the on-going identification, evaluation and managing of significant risk faced by
the Group. The Group has an embedded process for the identification, evaluation and reporting of the major business risks within
the Group. Policies and procedures have been laid down for the regular review and management of these risks. Regular reviews
of the most significant areas of risk are undertaken to ensure that key control objectives remain in place.
Principal Elements Of The Group’s System Of Internal Control
The principal elements of the internal control functions are inculcated within the various procedures. During the financial year, the
principal elements which formed part of the Group’s system of internal control can be summarised as follows:
•
Operating structure with clearly defined lines of responsibility and delegated authority
The Group has a properly defined organizational structure with clear lines of accountability, with strict authorisation, approval and
control procedures which provide a sound framework of authority and accountability within the Group.
•
Clearly defined authority level
Clearly defined financial limits of authority on all financial commitments for each level of management within the Group. Such
limits are subject to periodic reviews as to their implementation and continuing suitability.
•
Written operational policies and procedures
Documented internal operating policies and procedures set out in the Group’s Standard Operating Procedures (SOP), which
are periodically reviewed, to provide guidelines in compliance to Group objectives.
•
Performance management framework
Comprehensive budgeting and costing process for all operating units with monthly monitoring of performances so that any
material variances can be followed up and addressed by management.
-
Regular top/senior management meetings were conducted to share information, monitor the progress of various
business units, and to deliberate and decide upon operational matters.
-
Regular management visits of its operating business units to ensure all business activities and operational issues
and matters are brought to the prompt attention of the management for further action to be taken and to gauge the
effectiveness of strategies implemented.
35
Internal
Control Statement
[Cont’d]
•
Advance IT management technologies
Enhanced computerised retail management and operating system for timely monitoring and control of the Group’s business
operations.
•
Corporate values
Corporate values, which emphasise ethical behaviour, are clearly set up in the Group’s Code of Business Conduct and Ethics.
Internal Audit Function
The internal audit function of the Group is carried out by an adequately resourced internal audit department, which provides the
Board with much of the assurance it requires regarding the adequacy and effectiveness of the Group’s system of controls,
procedures and operations. The Group’s Internal Audit Department undertakes the role as the risk facilitator in identifying
significant risks impacting the achievement of business objectives of the Group. Besides, it also undertakes reviews of internal
controls in all key activities of the Group in assuring its adequacy and integrity. The internal auditors advise management on areas
for improvement and subsequently review the extent to which the management’s responses and the remedial actions on all findings
and recommendations in its review process have been implemented. During the year under review, the internal auditors conducted
various audit assignments which includes the review of operational and compliance controls, management efficiency, risk
assessment and reliability of financial records.
Conclusion
The Board is satisfied that, during the year under review, the system of internal control being instituted throughout the Group is
sound and effective. The Board remains committed towards operating a sound system of internal control and therefore recognize
that the system must continuously evolve to support the type of business and size of operations of the Group. As such the Board will,
when necessary, put in place appropriate action plans to further enhance the Group’s system of internal control.
36
2 0 0 8
Repor t And
Finacial Statements
For The Year Ended 30 September 2008
Directors’ Report
Report of the Auditors
Balance Sheets
38 - 42
43
44-45
Income Statements
46
Consolidated Statement of Changes in Equity
47
Statement of Changes in Equity
48
Cash Flow Statements
49 - 51
Notes to and forming part of the Financial Statements
52 - 97
Statement by Directors
98
Statutory Declaration
99
37
Dire ctors’
Report
The directors have pleasure in submitting their report and the audited financial statements of the Company and of the Group for
the financial year ended 30 September 2008.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of management services.
The principal activities of the subsidiaries are indicated in Note 6 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Net profit for the year
Group
Company
RM’000
RM’000
26,903
9,808
Attributable to:
Shareholders of the Company
Minority interests
26,916
(13)
9,808
-
26,903
9,808
DIVIDENDS
Dividend paid or declared by the Company since the end of the previous financial year was as follows:
In respect of the financial year ended 30 September 2007
- First and final dividend of 3% less 26% tax,
on 68,503,602 ordinary shares, paid on 25 June 2008
RM1,520,780
==========
There was an increase in dividend paid amounting to RM10,878 over the amount of RM1,509,902 as disclosed in the directors’
report of the previous financial year. The additional dividend paid was due to the disposal of treasury shares of 490,000 ordinary
shares to the open market prior to the date the dividend was paid.
The directors now recommend the payment of a first and final dividend of 1% tax exempt on 68,503,602 ordinary shares,
amounting to RM685,036 for the financial year ended 30 September 2008 subject to the approval of the shareholders at the
forthcoming annual general meeting.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the financial
statements.
ISSUE OF SHARES AND DEBENTURES
The Company did not issue any shares or debentures during the financial year.
38
2 0 0 8
Dire ctors’
Report
REPURCHASE OF SHARES
At the extraordinary general meeting of the Company held on 12 May 2004, the shareholders approved the share buy-back of
up to 10% or up to 6,850,360 ordinary shares of the issued and paid-up share capital of the Company. The authority from the
shareholders has been renewed at each of the subsequent annual general meetings of the Company and was last renewed on 27
March 2008.
The directors of the Company are committed to enhancing the value of the Company for its shareholders and believe that the
repurchase plan can be applied in the best interests of the Company and its shareholders.
Todate, the Company had purchased/reissued the following ordinary shares of its issued and paid-up share capital from/to the
open market:
No. of
ordinary shares
Period ended 2005
Year ended 2006
Year ended 2007
Year ended 2008
Average price
per share
Total cost
Total
consideration
RM
RM
RM
1,642,400
2.44
4,010,921
-
407,600
2.45
999,721
-
(765,000)
2.81
-
2,147,000
1,000
2.78
2,781
-
(796,000)
3.03
-
2,408,689
(490,000)
3.02
-
1,476,880
5,013,423
6,032,569
-
At 30 September 2008, there were no treasury shares held by the Company.
DIRECTORS
The directors in office since the date of the last report are:
Dato’ Sri Md. Kamal bin Bilal, JP
Dato’ Dr. Hj. Kardin bin Hj. Shukor
Mr Lim Gin Chuan
Mr Yeoh Chong Keng
Mr Kam Teh Chung
Mr Chang Yen Huei
In accordance with the Company’s Articles of Association, Dato’ Dr. Hj. Kardin bin Hj. Shukor, Mr Yeoh Chong Keng and Mr
Chang Yen Huei retire by rotation at the forthcoming annual general meeting and, being eligible, offer themselves for re-election.
Dato’ Haji Mohd Yusoff bin Haji Amin, retires at the forthcoming annual general meeting in accordance with Section 129 of the
Companies Act, 1965. The board recommends that he be re-appointed as director of the Company and to hold office until the
next annual general meeting.
39
Dire ctors’
Report
DIRECTORS’ INTERESTS IN SHARES
According to the register of directors’ shareholdings required to be kept under Section 134 of the Companies Act 1965, none of
the directors held any shares or had any interests in shares in the Company or its related corporations during the financial year
except as follows:
------ Number of ordinary shares of RM1 each -----At
At
1-10-2007
Bought
Sold
30-9-2008
- direct interest
- deemed interest
3,028,300
-
-
3,028,300
16,269,030
-
-
16,269,030
11,000
-
-
11,000
-
-
-
-
1,366,200
-
-
1,366,200
17,931,130
-
-
17,931,130
352,955
-
-
352,955
-
-
-
-
1,100
-
-
1,100
2,640,000
-
-
2,640,000
Dato’ Dr. Hj. Kardin bin Hj. Shukor
- direct interest
- deemed interest
- direct interest
- deemed interest
Mr Kam Teh Chung
- direct interest
- deemed interest
Mr Chang Yen Huei
- direct interest
- deemed interest
By virtue of their interests in shares in the Company, Dato’ Sri Tang Yeam Soon and Datin Sri Khor Guik Lee are deemed to be
interested in shares in all the subsidiaries to the extent the Company has an interest.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by the directors as shown in
the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company
or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director
has a substantial financial interest except for any benefit which may be deemed to have arisen from the transactions disclosed in
Note 27 to the financial statements.
Neither during nor at the end of the financial year was the Company a party to any arrangements whose object is to enable the
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.
40
2 0 0 8
Dire ctors’
Report
OTHER STATUTORY INFORMATION
(a) Before the income statements and balance sheets of the Company and of the Group were made out, the directors took
reasonable steps:
(i)
to ascertain the action 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 which were unlikely to realise in the ordinary course of business their value as shown
in the accounting records of the Company and of the Group had been written down to an amount which they might be
expected so to 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 allowance for doubtful debts in the financial
statements of the Company and of the Group inadequate to any substantial extent, or
(ii) which would render the values attributed to the current assets in the financial statements of the Company and of the Group
misleading, or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Company and
of the Group misleading or inappropriate.
(c) At the date of this report, there does not exist:
(i)
any charge on the assets of the Company or its subsidiaries which has arisen since the end of the financial year which
secures the liabilities of any other person, or
(ii) any contingent liability of the Company or its subsidiaries which has arisen since the end of the financial year.
(d) No contingent or other liability of the Company or its subsidiaries has become enforceable or is likely to become enforceable
within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may affect
the ability of the Company or its subsidiaries to meet their obligations as and when they fall due.
(e) At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or
the financial statements of the Company and of the Group which would render any amount stated in the respective financial
statements misleading.
(f)
In the opinion of the directors:
(i)
the results of the operations of the Company and of the Group for the financial year were not substantially affected by any
item, transaction or event of a material and unusual nature; and
(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction
or event of a material and unusual nature likely to affect substantially the results of the operations of the Company and of
the Group for the financial year in which this report is made except as disclosed in Note 32 to the financial statements.
41
Dire ctors’
Report
AUDITORS
The auditors, Moores Rowland, Chartered Accountants, retire at the forthcoming annual general meeting and do not wish to seek
re-appointment. The directors have received a nomination to appoint Mazars, Chartered Accountants, as auditors for the ensuing
year. Mazars have expressed their willingness to accept nomination as auditors and a motion to resolve their appointment will be
tabled at the forthcoming annual general meeting.
Signed on behalf of the directors in accordance
with a directors’ resolution dated
23 January 2009
DATO’ SRI TANG YEAM SOON
Director
42
CHANG YEN HUEI
Director
2 0 0 8
Repor t O f The
Auditors To The Members
Financial Statements - 30 September 2008
Report on the Financial Statements
We have audited the financial statements of The Store Corporation Berhad, which comprise the balance sheets as at 30 September
2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements
of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other
explanatory notes, as set out on pages 44 to 97.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance
with Financial Reporting Standards and the Companies Act 1965 in Malaysia. This responsibility includes: designing, implementing
and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free
from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making
accounting estimates that are reasonable in the circumstances.
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit
in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and
plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Company’s
preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the
circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An audit
also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made
by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the
Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as
of 30 September 2008 and of their financial performance and cash flows for the year then ended.
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the financial statement and the auditors’ reports of all the subsidiaries of which we have not acted as
auditors, which are indicated in note 6 to the financial statements.
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial
statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of
the Group and we have received satisfactory information and explanations required by us for those purposes.
(d) The auditors’ reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment
material to the consolidated financial statements or any adverse comment made under Section 174(3) of the Act.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
MOORES ROWLAND
No. AF: 0539
Chartered Accountants
Kuala Lumpur
23 January 2009
GAN MORN GHUAT
No. 1499/5/09 (J)
Partner
43
Balance
Sheets
30 September 2008
Group
Note
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
NON-CURRENT ASSETS
Property, plant and equipment
3
406,861
447,837
3,362
3,798
Prepaid lease payments
4
8,742
8,895
5,210
5,329
Investment properties
5
21,617
21,617
-
-
Investment in subsidiaries
6
-
-
244,169
251,965
Other investments
7
2,339
2,341
-
-
Intangible assets
8
10,144
10,144
-
-
Deferred tax assets
9
897
1,094
-
-
450,600
491,928
252,741
261,092
310,941
309,690
-
-
CURRENT ASSETS
Inventories
Trade and other receivables
10
120,995
77,364
49,969
10,969
Amount owing by subsidiaries
6
-
-
198,746
268,474
6,930
9,688
3,426
4,323
53,456
52,125
-
-
Current tax assets
Fixed and time deposits
11
Cash and bank balances
TOTAL ASSETS
43,212
51,488
208
313
535,534
500,355
252,349
284,079
986,134
992,283
505,090
545,171
68,504
68,504
68,504
68,504
1,018
746
1,018
746
EQUITY
Share capital
12
Share premium
Asset revaluation reserve, non-distributable
Unappropriated profit
Treasury shares
Equity attributable to shareholders of
the Company
Minority interests
TOTAL EQUITY
44
13
59,586
59,903
-
-
268,209
242,497
118,710
110,423
-
(1,205)
-
(1,205)
397,317
370,445
188,232
178,468
143
156
-
-
397,460
370,601
188,232
178,468
2 0 0 8
Balance
Sheets
30 September 2008
Group
Note
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
NON-CURRENT LIABILITIES
Commercial paper and medium term notes
14
-
140,000
-
140,000
Long term liabilities
15
1,470
6,834
-
-
Deferred tax liabilities
16
33,713
33,135
287
164
35,183
179,969
287
140,164
460,257
388,454
1,967
4,066
CURRENT LIABILITIES
Trade and other payables
17
Amount owing to subsidiaries
6
-
-
234,714
182,641
Commercial paper and medium term notes
14
79,890
39,832
79,890
39,832
Bank borrowings
18
9,325
13,327
-
-
Current tax liabilities
4,019
100
-
-
553,491
441,713
316,571
226,539
TOTAL LIABILITIES
588,674
621,682
316,858
366,703
TOTAL EQUITY AND LIABILITIES
986,134
992,283
505,090
545,171
Notes to and forming part of the financial statements are set out on pages 52 to 97
45
Income
Statements
Group
Note
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
Gross revenue
19
2,048,660
1,954,168
28,928
28,992
Cost of sales
20
(1,660,012)
(1,567,017)
-
-
388,648
387,151
28,928
28,992
43,375
54,211
6,863
8,713
Marketing and selling expenses
(251,359)
(233,067)
-
-
Administrative and general expenses
(127,874)
(140,533)
(12,740)
(10,814)
Profit from operations
52,790
67,762
23,051
26,891
Finance costs
(9,289)
(13,004)
(6,604)
(11,630)
Gross profit
Other operating income
Profit before tax
21
43,501
54,758
16,447
15,261
Tax expense
22
(16,598)
(14,702)
(6,639)
(6,071)
26,903
40,056
9,808
9,190
26,916
40,125
9,808
9,190
(13)
(69)
-
-
26,903
40,056
9,808
9,190
39.29
59.00
2.22
5.11
2.22
5.11
Attributable to:
Shareholders of the Company
Minority interests
Earnings per share attributable to equity
holders of the Company (sen)
Net dividend per ordinary share (sen)
23
46
2 0 0 8
Consolidate d Statement
Of Changes In Equity
---------- Attributable to equity holders of the Company ---------Asset
UnShare
revaluation appropriated Treasury
premium
shares
Total
reserve
profit
Share
capital
RM’000
RM’000
RM’000
68,504
280
-
Surplus arising from
revaluation of
property, plant and
equipment
-
-
Tax effect on revaluation
surplus transferred to
deferred tax liability
-
Share of revaluation
suplus of associate
Total
RM’000
RM’000
RM’000
RM’000
205,847
(3,144)
271,487
225
271,712
56,389
-
-
56,389
-
56,389
-
(14,355)
-
-
(14,355)
-
(14,355)
-
-
17,869
-
-
17,869
-
17,869
Net gain recognised
directly in equity
-
-
59,903
-
-
59,903
-
59,903
-
-
-
40,125
-
40,125
(69)
40,056
Total recognised
income and expense
for the year
-
-
59,903
40,125
-
100,028
(69)
99,959
Dividend paid (Note 24)
-
-
-
(3,475)
-
(3,475)
-
(3,475)
Shares purchased held
as treasury shares
-
-
-
-
(3)
(3)
-
(3)
Re-sale of treasury
shares
-
466
-
-
1,942
2,408
-
2,408
At 30 September 2007
68,504
746
59,903
242,497
(1,205)
370,445
156
370,601
Realisation of
revaluation surplus
on amortisation of
property, plant and
equipment
-
-
(317)
317
-
-
-
-
Net profit of the year
-
-
-
26,916
-
26,916
(13)
26,903
-
-
-
(1,521)
-
(1,521)
-
(1,521)
Re-sale of treasury
shares
-
272
-
-
1,205
1,477
-
1,477
68,504
1,018
59,586
268,209
-
397,317
143
397,460
At 1 October 2006
RM’000
Minority
interests
47
Statement O f
Changes In Equity
At 1 October 2006
Share
capital
Share
premium
Unappropriated
profit
Treasury
shares
Total
RM’000
RM’000
RM’000
RM’000
RM’000
68,504
280
104,708
(3,144)
170,348
-
-
9,190
-
9,190
-
-
(3,475)
-
(3,475)
Shares purchased held as treasury
shares
-
-
-
(3)
(3)
Re-sale of treasury shares
-
466
-
1,942
2,408
68,504
746
110,423
(1,205)
178,468
-
-
9,808
-
9,808
-
-
(1,521)
-
(1,521)
-
272
-
1,205
1,477
68,504
1,018
118,710
-
188,232
48
2 0 0 8
Cash Flow
Statements
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before tax
43,501
54,758
16,447
15,261
153
153
119
119
40,675
37,065
432
432
-
-
7,796
6,042
Adjustments for:
Amortisation of prepaid lease payments
Depreciation of property, plant and equipment
Impairment loss on investment in subsidiaries
Impairment loss on goodwill
-
1,167
-
-
Discount on acquisition
-
(15,376)
-
-
Property, plant and equipment written off
3,580
1,788
4
-
Gain on disposal of property, plant and equipment
(388)
(82)
-
(19)
Allowance for diminution in value of quoted shares
2
-
-
-
Allowance for doubtful debts
-
53
-
-
147
-
-
-
Bad debts written off
Dividend income
(3)
-
(27,440)
(27,444)
(1,219)
(1,838)
(6,863)
(8,694)
9,268
12,735
6,604
11,630
21
269
-
-
95,737
90,692
(2,901)
(2,673)
Changes in inventories
(1,251)
(16,441)
-
-
Changes in receivables
(43,778)
(4,265)
(39,000)
4,539
75,972
44,631
(2,099)
1,016
126,680
114,617
(44,000)
2,882
1,219
1,838
6,863
8,694
Interest income
Interest expenses
Hire purchase and finance lease term charges
Operating profit/(loss) before working capital changes
Changes in payables
Cash generated from/(utilised in) operations
Interest received
Interest paid
Tax paid
Tax refunded
Net cash from/(used in) operating activities
(9,268)
(12,735)
(6,604)
(11,630)
(13,114)
(14,602)
-
-
3,969
411
1,516
-
109,486
89,529
(42,225)
(54)
49
Cash Flow
Statements
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment
(9,353)
(49,712)
-
-
-
(41,952)
-
(39,750)
Proceeds from disposal of property, plant and
equipment
1,142
1,372
-
19
Refund for addition of property, plant and equipment
subsequently cancelled
5,320
-
-
-
Purchase of a new subsidiary, net of cash (note 25)
Repayment from/(Advances to) subsidiaries
-
-
69,728
(15,516)
Dividends received from subsidiaries
-
-
20,306
20,033
Dividends received from other investments
2
-
-
-
(2,889)
(90,292)
90,034
(35,214)
1,477
2,408
1,477
2,408
-
-
52,073
2,769
(99,942)
(10,000)
(99,942)
(10,000)
(5,893)
(1,530)
-
-
-
3,471
-
-
(1,194)
(3,996)
-
-
(21)
(269)
-
-
-
(3)
-
(3)
Net cash (used in)/from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from re-sale of treasury shares
Advances from subsidiaries
Repayment of commercial paper and
medium term notes
Repayment of bank term loans
Term loan raised
Payment of hire purchase and finance
lease instalments
Hire purchase and finance lease term charges paid
Repurchase of shares
Dividend paid to shareholders of the Company
(1,521)
(3,475)
(1,521)
(3,475)
(107,094)
(13,394)
(47,913)
(8,301)
(497)
(14,157)
(105)
(43,569)
CASH AND CASH EQUIVALENTS BROUGHT
FORWARD
96,871
111,028
313
43,882
CASH AND CASH EQUIVALENTS CARRIED
FORWARD
96,374
96,871
208
313
Net cash used in financing activities
NET CHANGES IN CASH AND CASH EQUIVALENTS
50
2 0 0 8
Cash Flow
Statements
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
Represented by:
FIXED AND TIME DEPOSITS
53,456
52,125
-
-
CASH AND BANK BALANCES
43,212
51,488
208
313
(294)
(6,742)
-
-
96,374
96,871
208
313
BANK OVERDRAFTS
51
Notes To And Forming Par t Of The
Financial Statements
1. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of preparation
The financial statements comply with applicable approved Financial Reporting Standards (“FRS”) issued by the Malaysian
Accounting Standards Board and the provisions of the Companies Act, 1965. The significant accounting policies adopted
are consistent with those of the previous financial year except for the adoption of the following revised FRSs, which are
mandatory and applicable to the Group and Company for financial periods beginning on or after 1 July 2007:
FRS 107
FRS 112
FRS 118
FRS 137
Cash Flow Statements
Income Taxes
Revenue
Provisions, Contingent Liabilities and Contingent Assets
In the opinion of the directors, the adoption of these FRSs does not result in significant changes in the accounting
policies of the Group and of the Company, or has significant impact on the financial statements of the Group and of the
Company.
The Group has not opted for early adoption of the following FRSs, which are applicable to the Group:
(i) FRS 8 Operating Segments, which is effective for financial periods beginning 1 July 2009
(ii) FRS 7 Financial Instruments : Disclosures and FRS 139 Financial Instruments: Recognition and Measurement,
which are effective for financial periods beginning on or after 1 January 2010.
Measurement basis
The measurement bases applied in the preparation of the financial statements of the Group and of the Company
include cost, amortised cost, recoverable value, realisable value and fair value as indicated in the accounting
policies set out below. Accounting estimates are used in measuring these values.
The financial statements of the Group and of the Company are presented in Ringgit Malaysia (“RM”) which is
also the functional currency of the Group. The financial statements of foreign operations that have a financial
currency other than RM have been translated and are presented in RM. Unless otherwise indicated, the amounts in
these financial statements have been rounded to the nearest thousand.
(b) Use of estimates and judgements
The preparation of financial statements in conformity with FRSs requires management to make judgements, estimates and
assumptions that affect the application of policies and reported amounts of assets, liabilities, income and expenses. The
estimates and associated assumptions are based on historical experience and various other factors that are believed to be
reasonable under the circumstances, the results of which form the basis of making the judgements about carrying amounts
of assets and liabilities that are not readily apparent from other sources.
The estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimate is revised, if the revision affects only that period, or in the period of the
revision and future periods, if the revision affects both current and future periods.
Information about significant areas of estimation uncertainty and critical judgement in applying accounting policies
that have the most significant effect on the amount recognised in the financial statements are described in the following
notes:
i) Critical judgement made in applying accounting policies
Note 3 :Classification between property, plant and equipment and investment properties
Note 5 :Classification of investment properties
52
2 0 0 8
ii) Areas of estimation uncertainty
Note 5
: Fair value of investment properties
Note 6
: Measurement of impairment loss on investments in subsidiaries
Note 8
: Measurement of the recoverable amount of cash-generating units containing goodwill
Note10
: Allowance for doubtful debts on receivables
(c) Subsidiaries
Subsidiaries are entities over which the Group has the power to control the financial and operating policies so as to obtain
benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible
are considered when assessing whether the Group has such power over another entity.
In the Company’s balance sheet, investments in subsidiaries are stated at cost less accumulated impairment losses, unless
the investment is classified as held for sale or included in a disposal group that is classified as held for sale. On disposal
of such investments, the difference between net disposal proceeds and their carrying amounts is included in the income
statement.
(d) Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and all its subsidiaries made up
to the end of the financial year. Uniform accounting policies are adopted for like transactions and events in similar
circumstances. The financial statements of the subsidiaries are prepared for the same reporting date as the Company.
All subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date that such control ceases.
All intra-group balances, transactions, income and expenses are eliminated in full on consolidation and the consolidated
financial statements reflect external transactions only. Unrealised profits and losses resulting from intra-group transactions that
are recognised in assets are also eliminated in full. The temporary differences arising from the elimination of unrealised profits
and losses are recognised in accordance with Note 1(s).
Acquisitions of subsidiaries are accounted for using the purchase method of accounting. The purchase method of accounting
involves allocating the cost of a business combination to the fair value of the assets acquired and liabilities and contingent
liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values,
at the date of exchange, of the assets given, liabilities incurred or assumed and equity instruments issued, plus any costs
directly attributable to the acquisition.
The excess of the cost of a business combination over the Group’s interest in the net fair value of the identifiable assets,
liabilities and contingent liabilities represents goodwill. Any excess of Group’s interest in the net fair value of identifiable
assets, liabilities and contingent liabilities recognised, over the Group’s cost of a business combination is recognised
immediately in the consolidated income statement after reassessment.
Minority interests represent the portion of profit or loss and net assets of subsidiaries, attributable to equity interests that
are not owned, directly or indirectly through subsidiaries, by the Company. Minority interests are presented separately
in the consolidated balance sheet within equity while minority interests in the profit or loss of the Group are separately
disclosed in the consolidated income statement.
(e) Goodwill
Goodwill acquired in a business combination is initially measured at cost, being the excess of the cost of business
combination over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities.
Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not
amortised but instead, it is reviewed for impairment, annually or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.
53
(f) Property, plant and equipment
(i) Measurement basis
All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset’s
carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic
benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The
carrying amount of the replaced part is derecognised. All other repairs and maintenance costs are charged to the
income statement during the financial year in which they are incurred.
Subsequent to initial recognition, property, plant and equipment are stated at cost less accumulated depreciation and
any impairment losses, except for freehold land and buildings which are stated at valuation carried out in 2007 less
accumulated depreciation and impairment losses. The Group will revalue its freehold land and buildings at least once
in every 5 years. Surplus arising from revaluation is dealt with through the asset revaluation reserve account. Any
deficit arising is set off against the asset revaluation reserve to the extent of a previous increase for the same property. In all
cases, a decrease in carrying amount will be charged to the income statement.
An item of property, plant and equipment is derecognised upon disposal or when no further economic benefits are
expected from its use or disposal. The difference between net disposal proceeds and its net carrying amount is
recognised in the income statement
(ii) Depreciation
Freehold land and capital work-in-progress are not amortised.
Depreciation is calculated to write off the cost of other property, plant and equipment on a straight line basis to their
residual values over their expected economic useful lives at the following annual rates:
Buildings
Machinery and equipment
Furniture, fixtures and fittings
Motor vehicles
Renovations
2% - 10%
8% - 10%
5% - 20%
20%
5% - 20%
The residual values, useful lives and depreciation method are reviewed at each financial year end to ensure that the
amount, method and period of depreciation are consistent with previous estimates and the expected pattern of
consumption of the future economic benefits embodied in the items of property, plant and equipment.
(g) Leases
Classification
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incidental to
ownership. Leases of land and buildings are classified as operating or finance leases in the same way as leases of other
assets and the land and building elements of a lease of land and buildings are considered separately for the purpose of
lease classification.
All leases that do not transfer substantially all the risks and rewards are classified as operating leases, except that property
held under operating leases that would otherwise meet the definition of an investment property is classified as an
investment property on property-by-property basis and, if classified as investment property, is accounted for as if held
under a finance lease.
(i) Finance leases - Assets acquired under hire purchase and finance lease agreements
Assets financed by hire-purchase and finance lease arrangements which transfer substantially all the risks and
rewards of ownership to the Group, are capitalised as property, plant and equipment and the corresponding obligations
are treated as liabilities. On initial recognition, assets acquired by way of hire-purchase and finance leases are
stated at an amount equal to the lower of their fair values and the present values of the minimum hire-purchase and
54
2 0 0 8
finance lease payments at the inception of the hire purchase and finance lease agreements. The property, plant and
equipment capitalised are depreciated on the same basis as owned assets.
In calculating the present value of the minimum hire purchase and finance lease payments, the discount rate is the
interest rate implicit in the hire purchase and finance lease agreements, if this is practicable to determine, if not, the
Group’s incremental borrowing rates are used.
(ii) Operating leases
The Group as lessee
Lease payments under operating lease are recognised as an expense on a straight-line basis over the lease term.
The aggregate benefit of incentives provided by the lessors, if any, are recognised as a reduction of rental expense
over the lease term on a straight-line basis.
Land which normally has an indefinite economic life and held under a leasehold title to which the title is not expected
to pass to the Group at the end of the lease term is treated as an operating lease. Payments made on entering into or
acquiring a leasehold land that is treated as an operating lease are accounted for as prepaid lease payments.
The Group’s leasehold land is amortised over the remaining lease periods of between 50 and 999 years in accordance
with the pattern of benefits provided.
The Group as lessor
Assets leased out under operating leases are presented on the balance sheet as investment properties. Rental income
from operating leases is recognised on a straight line basis over the lease term. Initial direct costs incurred in entering
into lease arrangements are included as part of the carrying value of the leased asset and recognised on a straight
line basis over the lease term.
(h) Investment properties
Investment properties are properties which are held either to earn rentals or for capital appreciation or for both and are
measured initially at cost, including transaction cost. Properties that are occupied by the Company and other companies
in the Group are accounted for as owner-occupied under property, plant and equipment rather than investment
properties. Subsequent to initial recognition, the investment properties are stated at fair value. The fair value, which is
determined by the directors, is arrived at by reference to market evidence of transaction prices for similar properties and
reflects market conditions at the balance sheet date. Gains or losses arising from changes in the fair value of the
investment properties are recognised as income or expense in the income statement in the period in which they arise.
A property interest under an operating lease is classified and accounted for as an investment property on a property-byproperty basis when the Group holds it to earn rentals or for capital appreciation or for both. Any such property interest
under an operating lease classified as an investment property is carried at fair value.
An investment property is derecognised when either it has been disposed of or when the investment property is
permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on
the retirement or disposal of an investment property are recognised in the income statement in the financial year in which
they arise.
(i) Other investments
Other investments are stated at cost less any diminution in value of the investments. An allowance for diminution in value
is made if the directors are of the opinion that there is a decline in the value of such investments which is other than
temporary. The diminution in value is charged to the income statement. On disposal of an investment, the difference
between net disposal proceeds and its carrying amount is recognised in the income statement.
55
(j) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first in first out basis and
represents the invoiced value of goods purchased.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated cost of completion
and the estimated costs necessary to make the sale.
(k) Receivables
Receivables are stated at anticipated realisable values. Known bad debts are written off and an estimate is made for
doubtful debts based on a review of all outstanding amounts at the balance sheet date.
(l) Impairment of assets
The carrying amounts of assets other than financial assets, other investments, deferred tax assets and inventories are
reviewed at each balance sheet date to determine whether there is any indication of impairment. If such an indication
exists, the asset’s recoverable amount is estimated. For goodwill that has an indefinite useful life, the recoverable amount
is estimated at each balance sheet date or more frequently when indicators of impairment are identified.
An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable
amount. A cash-generating unit is the smallest identifiable asset group that generates cash flows that largely are
independent from other assets and groups. Impairment losses are charged to the income statement. Impairment losses
recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated
to the units and then to reduce the carrying amount of the other assets in the unit or groups of units on a pro rata basis.
The recoverable amount of an asset or cash-generating unit is the higher of its value in use and its fair value less costs to
sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount
rate that reflects current market assessments to the time value of money and the risks specific to the asset.
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment loss recognised in prior
periods are assessed at each balance sheet date for any indication that the loss has decreased or no longer exists. An
impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount.
Reversals of impairment losses are credited to the income statement in the year in which the reversals are recognised.
Any subsequent increase in recoverable amount of an asset is recognised as reversal of previous impairment loss and
should not exceed the carrying amount that would have been determined (net of amortisation or depreciation, if
applicable) had no impairment loss been previously recognised for the asset.
(m) Share capital
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares issued, if any,
are accounted for as share premium. Both ordinary shares and share premium are classified as equity. Cost directly
attributable to the issuance of the shares is accounted for as a deduction from share premium, otherwise, it is charged
to the income statement.
When shares are repurchased, the amount of consideration paid, including directly attributable costs, is measured at cost
and set off against equity. Shares repurchased and not cancelled are classified as treasury shares.
Dividends on ordinary shares, when declared or proposed by the directors of the Company are disclosed in the notes to
the financial statements. Upon approval and when paid, such dividends will be accounted for in the shareholders’ equity
as an appropriation of unappropriated profit in the financial year in which the dividends are paid.
(n) Payables
Payables are stated at cost and are recognised when there is a contractual obligation to deliver cash or another financial
asset to settle the obligation.
56
2 0 0 8
(o) Foreign currencies
(i) Functional currency
Functional currency is the currency of the primary economic environment in which an entity operates.
The financial statements of each entity within the Group are measured using their respective functional currencies.
(ii) Transactions and balances in foreign currencies
Transactions in currencies other than the functional currency (“foreign currencies”) are translated to the functional
currency at the rate of exchange ruling at the date of the transaction.
Monetary items denominated in foreign currencies at the balance sheet date are translated at foreign exchange rates
ruling at that date.
Exchange differences arising on the settlement of monetary items and the translation of monetary items are included
in the income statement for the period.
Non-monetary items which are measured at fair values denominated in foreign currencies are translated at the foreign
exchange rate ruling at the date when the fair value was determined.
When a gain or loss on a non-monetary item is recognised directly in equity, any corresponding exchange gain or
loss is recognised directly in equity. When a gain or loss of a non-monetary item is recognised in the income
statement, any corresponding exchange gain or loss is recognised in income statement.
(iii) Translation of foreign operations
For consolidation purposes, all assets and liabilities of foreign operations that have a functional currency other than
RM are translated at the exchange rates ruling at the balance sheet date.
Income and expense items are translated at exchange rates approximating those ruling on transactions dates.
All exchange differences arising from the translation of the financial statements of foreign operations are dealt with
through the exchange translation reserve account within equity. On the disposal of a foreign operation, the cumulative
exchange translation reserves relating to that foreign operation are recognised in the income statement as part of the
gain or loss on disposal.
(p) Revenue recognition
Revenue is recognised when it is probable that the economic benefits will flow to the Group and the Company and when
the revenue can be measured reliably, on the following bases:
(i) Sale of goods
Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns
and discounts and is recognised in the income statement when significant risks and rewards of ownership have been
transferred to the customers.
(ii) Rental income
Rental income from investment properties and other rental income are recognised on a time proportion basis over the
lease term.
(iii) Concessionary commission
Concessionary commission is recognised on an accrual basis upon sale of concessionary goods.
57
(iv) Dividend income
Dividend income is recognised when the shareholder’s right to receive payment is established.
(v) Management fee
Management fee is recognised on an accrual basis when services are rendered.
(vi) Interest income
Interest income is recognised on a time proportion basis using the effective interest rate applicable.
(q) Borrowings
Borrowings are initially recognised based on the proceeds received net of all incidental costs incurred. In subsequent
periods, borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of
all incidental costs) and the redemption value is recognised in the income statement over the period of the borrowings.
All interest and other costs incurred in connection with borrowings are expensed as incurred as part of finance costs.
Finance costs comprise interest paid and payable on borrowings. The interest components of hire purchase and finance
lease payments are charged to the income statement over the hire purchase and finance lease periods so as to give a
constant periodic rate of interest on the remaining hire purchase and finance lease liabilities.
(r) Employee benefits
(i) Short term benefits
Salaries, wages, allowances, bonuses and social security contributions are recognised as an expense in the
financial year in which the services are rendered by the employees of the Group. Short term accumulating compensated
absences such as paid annual leave are recognised when services are rendered by employees that increase their
entitlements to future compensated absences, and short term non-accumulating compensated absences such as sick
leave are recognised when the absences occur. Non-monetary benefits such as medical care, housing and other staff
related expenses are charged to the income statement as and when incurred.
(ii) Defined contribution plan
As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”). Such
contributions are recognised as an expense in the income statement in the financial year to which they relate.
(iii) Termination benefits
Employee termination benefits are recognised only either after an agreement is in place with the appropriate employee
representatives specifying the terms of redundancy or after individual employees have been advised of the specific
terms.
(s) Tax expense
The tax expense in the income statement comprises current tax and deferred tax. Current tax is an estimate of tax payable
in respect of taxable profit for the year based on tax rate enacted at the balance sheet date and any adjustment to tax
payable in respect of previous years.
Deferred tax is recognised in full, based on the liability method for taxation deferred in respect of all material temporary
differences arising from differences between the tax bases of the assets and liabilities and their carrying amounts in the
financial statements. Deferred tax is not recognised if the temporary difference arises from the initial recognition of an
asset or liability in a transaction which at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the
deductible temporary differences, unused tax losses and unused tax credits can be utilised.
58
2 0 0 8
Deferred tax is calculated at the tax rate that is expected to apply to the period when the asset is realised or the liability
is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Current and
deferred tax is recognised as an income or an expense in the income statement or is credited or charged directly to equity
if the tax relates to items that are credited or charged, whether in the same or different period, directly to equity.
(t) Cash and cash equivalents
Cash and cash equivalents comprise cash and bank balances, bank overdrafts, fixed and time deposits which exclude
those pledged to secure banking facilities and other short term, highly liquid investments that are readily convertible to
known amounts of cash, and which are subject to insignificant risk of changes in value.
(u) Financial instruments
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or
equity instrument of another enterprise.
(i) Financial instruments recognised in the balance sheet
The recognised financial instruments of the Group comprise cash and cash equivalents, other investments,
receivables, payables, borrowings, hire purchase and finance lease liabilities as well as ordinary share capital.
These financial instruments are recognised when a contractual relationship has been established. All the financial
instruments are denominated in Ringgit Malaysia, unless otherwise stated. The accounting policies and methods
adopted, including the criteria for recognition and the basis of measurement applied, are disclosed above. The
information on the extent and nature of these recognised financial instruments, including significant terms and
conditions that may affect the amount, timing and certainty of future cash flows are disclosed in the respective notes
to the financial statements.
(ii) Financial instruments not recognised in the balance sheets
The Company has provided unsecured corporate guarantees in respect of banking facilities granted to subsidiaries
which represent present obligations existed at the balance sheet date. The corporate guarantees are not
recognised in the financial statements at inception because it is not probable that an outflow of economic benefits
will be required to settle the obligations.
2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s overall financial risk management objectives and policies are to ensure that the Group creates value and maximises
returns to its shareholders.
Financial risk management is carried out through risk reviews, internal control systems, benchmarking the industry’s best practices
and adherence to the Group’s financial risk management policies.
The Group has been financing its operations mainly through financing from licensed financial institutions and internally
generated funds. The Group does not find it necessary to enter into derivative transactions based on its current level of
operations.
The main risks arising from the financial instruments of the Group are stated below. The management of the Group monitors its
financial position closely with an objective to minimise potential adverse effects on the financial performance of the Group. The
management reviews and agrees on policies for managing each of these risks and they are summarised below. These policies
have remained unchanged during the financial year.
59
(i) Credit risk
Credit risk arises when sales are made and services are rendered by certain subsidiaries on deferred credit terms.
The entire financial assets of the Group are exposed to credit risk except for cash in hand, cash at banks and fixed and
time deposits which are placed with licensed financial institutions in Malaysia. The Group invests its surplus cash safely
and profitably by depositing them with licensed financial institutions.
The management regards credit risk as minimal as most of the Group’s businesses are transacted in cash in the retail
branches of the Group. The exposure to credit risk by non-retail subsidiaries is monitored on an ongoing basis. The
Group has credit policies in place to manage the credit risk exposure. The risk is managed through the application of
credit approvals whereby credit evaluations are performed on all customers requiring credit over a certain amount and
period, adherence to credit limits, regular monitoring and follow up procedures. The Group does not have any significant
exposure to any individual customer.
The Group does not require collateral in respect of financial assets and considers the risk of material loss from the
non-performance on the part of a financial counter-party to be negligible.
(ii) Interest rate risk
Interest rate risk is the risk that a financial instrument’s value will fluctuate as a result of changes in market interest rates.
The Group is exposed to interest rate risk in respect of its fixed and time deposits placed with licensed financial institutions,
bank borrowings, commercial paper and medium term notes, hire purchase and finance lease liabilities. This risk is
managed through the use of fixed and floating interest rate financial instruments. It is the Group’s policy not to trade in
interest rate swap agreement.
Interest rate risk arising from fixed and time deposits placements is managed by sourcing for the highest interest rate in
the market from amongst licensed financial institutions after taking into account the duration and availability of surplus
cash from the Group’s operations.
The Group’s policy is to borrow principally on a floating rate basis for bank borrowings and on fixed rate basis for
commercial paper and medium term notes. The objective of a mix of fixed and floating rate borrowings is to reduce the
impact of a rise in interest rates and to enable savings to be enjoyed if interest rates fall. The Group has a policy to ensure
that interest rates obtained are competitive.
The Group does not consider interest rate risk arising from hire purchase and finance lease financing, which carries fixed
interest rates, as having significant impact on the financial statements of the Group as the amounts financed are not
significant.
(iii) Market risk
The Group is exposed to market risk, which is the risk that a financial instrument’s value will fluctuate as a result of changes
in market prices.
The Group’s exposure to market risk is in respect of its quoted investments. The investments are monitored regularly and
subject to periodic review. The investments are assessed for any diminution in the carrying values and allowances are
made for such diminution in value which is other than temporary.
The Group does not use derivative instruments to manage the risk as the investments are held for long term strategic
purposes.
(iv) Foreign currency exchange risk
The Group is exposed to foreign currency exchange risk as a result of transactions denominated in foreign currencies
other than its functional currency entered into by the Group. The Group’s exposure to foreign currency exchange risk is
monitored on an ongoing basis.
The Group has not hedged against the translation exposure as it does not form a significant proportion of the Group’s gross assets.
60
2 0 0 8
(v) Liquidity and cash flow risk
Prudent liquidity risk management implies maintaining sufficient cash, deposits and the availability of funding through an
adequate amount of committed credit facilities.
The Group’s exposure to liquidity and cash flow risk is monitored on an ongoing basis. The concentration of liquidity
and cash flow risk in respect of bank borrowings, commercial paper and medium term notes, hire purchase and finance
lease liabilities are minimal as the amounts recoverable from the financial assets of the Group are sufficient to meet these
liabilities.
3 . PROPERTY, PLANT AND EQUIPMENT
Group
2008
Cost/Valuation
Freehold
land and
buildings
Leasehold
buildings
Motor
vehicles
Machinery
and
equipment
RM’000
RM’000
RM’000
RM’000
Furniture,
Capital
fixtures and
work-infittings
Renovations progress
RM’000
RM’000
Total
RM’000
RM’000
At 1 October
Cost
Valuation
Additions
-
46,960
10,486
200,099
141,835
108,084
4,563
512,027
224,036
-
-
-
-
-
-
224,036
224,036
46,960
10,486
200,099
141,835
108,084
4,563
736,063
-
-
379
2,640
3,413
2,144
777
9,353
Disposals
-
-
(2,183)
(1,755)
(193)
(21)
-
(4,152)
Write-off
-
-
(104)
(3,091)
(4,641)
(201)
-
(8,037)
(5,320)
4,891
-
-
-
-
(4,891)
(5,320)
-
51,851
8,578
197,893
140,414
110,006
449
509,191
218,716
-
-
-
-
-
-
218,716
218,716
51,851
8,578
197,893
140,414
110,006
449
727,907
Reclassifications
At 30 September
Cost
Valuation
61
Group
2008
Freehold
land and
buildings
Leasehold
buildings
RM’000
RM’000
Motor
vehicles
Machinery
and
equipment
Furniture,
fixtures
and
fittings
RM’000
RM’000
RM’000
Renovations
Capital
work-inprogress
Total
RM’000
RM’000
RM’000
Accumulated
depreciation
At 1 October
2,756
4,482
9,787
123,655
100,886
46,660
-
288,226
Charge for the year
3,473
3,796
660
13,526
9,321
9,899
-
40,675
Disposals
-
-
(2,172)
(1,122)
(95)
(9)
-
(3,398)
Write-off
-
-
(99)
(1,907)
(2,314)
(137)
-
(4,457)
6,229
8,278
8,176
134,152
107,798
56,413
-
321,046
-
43,573
402
63,741
32,616
53,593
449
194,374
At 30 September
Net carrying amount
At 30 September
Cost
Valuation
62
212,487
-
-
-
-
-
-
212,487
212,487
43,573
402
63,741
32,616
53,593
449
406,861
2 0 0 8
Group
2007
Machinery
and
equipment
Furniture,
fixtures
and
fittings
Freehold land
and buildings
Leasehold
buildings
Motor
vehicles
Cost/Valuation
RM’000
RM’000
RM’000
RM’000
RM’000
At 1 October,
at cost
107,384
34,670
8,839
128,650
129,364
Acquisition of
subsidiary
Renovations
Capital
work-inprogress
Total
RM’000
RM’000
RM’000
79,736
10,242
498,885
74,400
11,371
2,130
61,155
3,897
5,121
917
158,991
Additions
5,320
259
725
13,866
9,431
16,466
3,645
49,712
Disposals
-
-
(1,208)
(690)
(282)
(619)
-
(2,799)
Write-off
-
-
-
(2,230)
(743)
(2,685)
-
(5,658)
Reclassifications
-
660
-
(652)
168
10,065
(10,241)
-
36,932
-
-
-
-
-
-
36,932
-
46,960
10,486
200,099
141,835
108,084
4,563
512,027
224,036
-
-
-
-
-
-
224,036
224,036
46,960
10,486
200,099
141,835
108,084
4,563
736,063
Revaluation
surplus
At 30 September
Cost
Valuation
63
Group
2007
Freehold
land and
buildings
Leasehold
buildings
RM’000
RM’000
Motor
vehicles
Machinery
and
equipment
Furniture,
fixtures
and
fittings
RM’000
RM’000
RM’000
Renovations
Capital
work-inprogress
Total
RM’000
RM’000
RM’000
Accumulated
depreciation
At 1 October
18,436
1,800
8,793
71,452
89,411
35,319
-
225,211
Acquisition of
subsidiary
727
1,473
1,611
41,068
2,419
3,488
-
50,786
Charge for the year
3,050
1,209
184
13,406
9,538
9,678
-
37,065
Disposals
-
-
(801)
(346)
(87)
(275)
-
(1,509)
Write-off
-
-
-
(1,927)
(441)
(1,502)
-
(3,870)
Reclassifications
-
-
-
2
46
(48)
-
-
(19,457)
-
-
-
-
-
-
(19,457)
2,756
4,482
9,787
123,655
100,886
46,660
-
288,226
-
42,478
699
76,444
40,949
61,424
4,563
226,557
221,280
-
-
-
-
-
-
221,280
221,280
42,478
699
76,444
40,949
61,424
4,563
447,837
Adjustment for
revaluation
At 30 September
Net carrying amount
At 30 September
Cost
Valuation
64
2 0 0 8
Company
2008
Leasehold
building
Motor
vehicles
RM’000
RM’000
Equipment
Furniture,
fixtures and
fittings
Renovations
Total
RM’000
RM’000
RM’000
RM’000
Cost
At 1 October
2,550
751
1,294
1,346
1,176
7,117
Addition
-
-
-
-
-
-
Disposal
-
-
-
-
-
-
Write-off
-
-
(11)
-
-
(11)
2,550
751
1,283
1,346
1,176
7,106
266
750
850
803
650
3,319
51
-
129
134
118
432
Disposal
-
-
-
-
-
-
Write-off
-
-
(7)
-
-
(7)
317
750
972
937
768
3,744
2,233
1
311
409
408
3,362
At 30 September
Accumulated
depreciation
At 1 October
Charge for the year
At 30 September
Net carrying amount
At 30 September
2007
Cost
At 1 October
2,550
875
1,294
1,346
1,176
7,241
Addition
-
-
-
-
-
-
Disposal
-
(124)
-
-
-
(124)
2,550
751
1,294
1,346
1,176
7,117
215
874
721
669
532
3,011
51
-
129
134
118
432
-
(124)
-
-
-
(124)
266
750
850
803
650
3,319
2,284
1
444
543
526
3,798
At 30 September
Accumulated
depreciation
At 1 October
Charge for the year
Disposal
At 30 September
Net carrying amount
At 30 September
65
The directors revalued the freehold land and buildings of the Group in March 2007 based on valuations carried out by an
independent firm of professional valuers using the open market value basis.
The net carrying amount of the revalued freehold land and buildings that would have been included in the financial statement had
these properties been carried at cost less accumulated depreciation is RM51,267,103 (2007 : RM53,241,308) .
Certain freehold land and buildings of the Group with net carrying amount of RM139,692,000 (2007 : RM142,476,000) are
charged to an appointed security trustee for commercial paper and medium term notes granted to the Company.
The properties of the Group and the Company charged to licensed banks for banking facilities granted to the Group are as
follows:
Group
Company
2008
2007
2008
2007
At net carrying amount
RM’000
RM’000
RM’000
RM’000
Freehold land and buildings
70,282
71,392
-
-
7,844
7,958
2,233
2,284
78,126
79,350
2,233
2,284
Leasehold buildings
The property, plant and equipment of the Group acquired under hire purchase and finance lease are as follows:
Group
At net carrying amount
66
2008
2007
RM’000
RM’000
Motor vehicles
196
445
Machinery and equipment
249
8,223
445
8,668
2 0 0 8
4. PREPAID LEASE PAYMENTS
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
10,223
9,598
5,950
5,950
Acquisition of subsidiary
-
625
-
-
Addition/Disposal
-
-
-
-
10,223
10,223
5,950
5,950
1,328
1,148
621
502
At 1 October
At 30 September
Accumulated amortisation
At 1 October
Charge for the year
At 30 September
-
27
-
-
153
153
119
119
1,481
1,328
740
621
8,742
8,895
5,210
5,329
Net carrying amount
At 30 September
Leasehold land of the Group and the Company with net carrying amount of RM8,404,000 and RM5,210,000 (2007 :
RM8,558,000 and RM5,329,000) respectively are charged to licensed financial institutions for banking facilities granted to
the Group and the Company.
The title deeds for certain leasehold land of the Group with a total net carrying amount of RM2,720,000 (2007 : RM2,739,000)
have yet to be issued by the relevant authorities.
67
5. INVESTMENT PROPERTIES
Group
2008
2007
RM’000
RM’000
21,617
16,919
-
4,698
Addition/(Disposal)
-
-
Changes in fair value
-
-
21,617
21,617
11,759
11,759
Leasehold land and buildings
9,858
9,858
21,617
21,617
At 1 October
At 30 September
Investment properties comprise:
The properties of the Group charged to an appointed security trustee for commercial paper and medium term notes granted
to the Group are as follow:
Group
2008
2007
RM’000
RM’000
6,390
6,390
7,788
7,788
14,178
14,178
At carrying amount
The properties of the Group charged to licensed financial institutions for banking facilities granted to the Group are as
follow:
Group
At carrying amount
2008
2007
RM’000
RM’000
2,000
2,000
438
438
2,438
2,438
The title deeds for certain leasehold land and buildings of the Group with a carrying amount of RM 438,070 (2007 :
RM438,070) have yet to be issued by the relevant authorities.
68
2 0 0 8
The Group has developed certain criteria based on FRS 140 in making judgement whether a property qualified as an
investment property. Investment property is a property held to earn rentals or for capital appreciation or for both. In making
judgement, the Group considers whether a property generates cash flows largely independent of other assets held by the
Group. Owner-occupied properties generate cash flows that are attributable not only to the properties, but also other
assets and in the production and supply of goods and services. Judgement is also made on an individual property basis to
determine whether ancillary services are so significant that the property does not qualify as an investment property. The
Group has adopted the fair value model in measuring the above investment properties. The fair value of the investment
properties at the end of the financial year was determined by the directors based on various studies conducted which
reasonably reflect market conditions of similar properties at the balance sheet date.
6. INVESTMENT IN SUBSIDIARIES
Unquoted shares, at cost
2008
2007
RM’000
RM’000
258,007
258,007
13,838
6,042
244,169
251,965
Less:
Accumulated impairment loss
The amount owing by/to the subsidiaries represents unsecured interest free advances which have no fixed terms of repayment
except for advances to subsidiary companies of RM67 million (2007 : RM140 million) which earn an effective interest rate of
8.00% (2007 : 8.50%) per annum.
Certain unquoted shares of the subsidiaries with a total carrying amount of RM142,151,000 (2007 : RM142,151,000) are
charged to an appointed security trustee for commercial paper and medium term notes granted to the Company.
69
The subsidiaries, all of which are incorporated in Malaysia, except where indicated are as follows:
Group
equity interest
Principal activities
2008
2007
%
%
The Store (Malaysia) Sdn Bhd
100
100
Operation of department stores and
supermarkets
100
100
Operation of department stores and
supermarkets
Larut Matang Supermarket Holdings Bhd
100
100
Property and investment holdings and the
provision of management services
100
100
Investment holding
The Store (Terengganu) Sdn Bhd
100
100
Investment holding
Taiping Supermarket Holdings Sdn Bhd
100
100
Property and investment holding
Gold Shopping Centre Holdings Sdn Bhd
100
100
Investment holding
Summit Superstore Holdings Sdn Bhd
100
100
Investment holding
100
100
Property investment holding
The Store (Kelantan) Sdn Bhd
100
100
Investment holding
The Store Card Sdn Bhd
100
100
Provision of strategic incentive marketing
solutions and customers loyalty schemes
TS Retail Systems Sdn Bhd
100
100
IT and computer related services
TS Universal Trading Sdn Bhd
100
100
Importer and distribution of souvenirs and
trading in general goods
95
95
*Pacific Hypermarket Group Sdn Bhd
100
100
Investment holding
Visual Utama Sdn Bhd
100
100
Investment holding
Delsinar Sdn Bhd
100
100
Investment holding
Subsidiaries of the Company
70
Inactive
2 0 0 8
Group
equity interest
2008
2007
%
%
100
100
Investment holding
100
-
Investment holding
The Store (Kemaman) Sdn Bhd
100
100
Inactive
The Store (Seremban) Sdn Bhd
100
100
Inactive
The Store (Kluang) Sdn Bhd
100
100
Inactive
The Store (Muar) Sdn Bhd
100
100
Inactive
The Store (Mentakab) Sdn Bhd
100
100
Inactive
The Store (Taman Tun Aminah) Sdn Bhd
100
100
Inactive
The Store (Klang) Sdn Bhd
100
100
Inactive
The Store (Central Square) Sdn Bhd
100
100
Inactive
The Store (Kampar Road) Sdn Bhd
100
100
Inactive
The Store (Kuantan Parade) Sdn Bhd
100
100
Inactive
The Store (Bentong) Sdn Bhd
100
100
Inactive
The Store (Subang) Sdn Bhd
100
100
Inactive
The Store (Port Dickson) Sdn Bhd
100
100
Inactive
The Store (Bukit Pasir) Sdn Bhd
100
100
Inactive
The Store (Kangar) Sdn Bhd
100
100
Inactive
The Store (Darul Naim) Sdn Bhd
100
100
Inactive
Subsidiaries of the Company
Nilai Hikmat Sdn Bhd
* TS Universal International Co. Ltd
(incorporated in British Virgin Islands)
71
Group
equity interest
2008
2007
%
%
100
100
Operation of supermarkets and
department stores (ceased operations)
Fajar Departmental Store & Supermarket (Sg. Besar)
Sdn Bhd
100
100
Investment holding
100
100
Investment holding
Fajar Supermarket (Upper Perak) Sdn Bhd
100
100
Investment holding
Berkat Apparel Sdn Bhd
100
100
Trading of fashion wears
Berkat Marketing Sdn Bhd
100
100
Trading of fashion wears
Berkat Merchandising & Services Sdn Bhd
100
100
Merchandising and distribution
Koaling Development Sdn Bhd
100
100
Property investment
100
100
Property investment
Berkat Supermarket Sdn Bhd
100
100
Dormant
Dindings Supermarket Sdn Bhd
100
100
Dormant
Fajar Supermarket (Melaka) Sdn Bhd
100
100
Dormant
Fajar Supermarket (Butterworth) Sdn Bhd
100
100
Dormant
Kuala Kangsar Supermarket Sendirian Berhad
100
100
Dormant
Larut Matang Supermarket (Taiping) Sdn Bhd
100
100
Dormant
Berkat Garments Sdn Bhd
100
100
Dormant
Fajar Merchandising & Services Sdn Bhd
100
100
Dormant
Subsidiaries of Larut Matang
Supermarket Holdings Bhd
72
2 0 0 8
Group
equity interest
2008
2007
%
%
The Store (Johore Bahru) Sdn Bhd
100
100
Investment holding
100
100
Property investment holding
67
67
Murai Perdana Sdn Bhd
100
100
Investment holding
The Store (Malacca) Sdn Bhd
100
100
Inactive
The Store (Batu Pahat) Sdn Bhd
100
100
Inactive
100
100
Inactive
100
100
Property and investment holding
The Store (Taiping) Sdn Bhd
100
100
Investment holding
100
100
Investment holding
Arglye Sdn Bhd
100
100
Inactive
The Store (Summit Parade) Sdn Bhd
100
100
Inactive
Subsidiaries of The Store Holdings
Sdn Bhd
Formyarn Sdn Bhd
Inactive
Subsidiary of The Store (Terengganu)
Sdn Bhd
The Store (Pusat K.T.) Sdn Bhd
Subsidiaries of Taiping Supermarket
Holdings Sdn Bhd
Subsidiary of Gold Shopping Centre
Holdings Sdn Bhd
The Store (NS) Sdn Bhd
Subsidiaries of Summit Superstore
Holdings Sdn Bhd
73
Group
equity interest
2008
2007
%
%
100
100
Inactive
* Pacific Hypermarket Properties Sdn Bhd
100
100
Property investment
* Bigever Properties Sdn Bhd
100
100
Property investment
* Pacific Hypermarket & Departmental Store
Sdn Bhd
100
100
Investment holding and operation of
department store and hypermarket
* Pacific Bowling Sdn Bhd
100
100
Manage and operate bowling centre
* Pacific Department Store Sdn Bhd
100
100
Inactive
100
-
100
100
Dormant
100
100
Investment holding
100
100
Inactive
Subsidiary of The Store (Kelantan) Sdn Bhd
The Store (Sungai Petani) Sdn Bhd
Subsidiaries of Pacific Hypermarket
Group Sdn Bhd
Subsidiary of TS Universal International
Co. Ltd
* Universal Retail Group Ltd
(incorporated in Cayman Islands)
Investment holding
Subsidiary of Fajar Departmental Store
& Supermarket (Sg. Besar) Sdn Bhd
Sungei Besar Supermarket Sdn Bhd
Subsidiary of Fajar Supermarket Sdn Bhd
Subsidiary of The Store (Johore Bahru)
Sdn Bhd
The Store (Johor Jaya) Sdn Bhd
74
2 0 0 8
Group
equity interest
2008
2007
%
%
92
92
100
100
Inactive
100
100
Inactive
The Store (Taman Kok Lian) Sdn Bhd
100
100
Inactive
TS Universal Brands Sdn Bhd
100
100
Trading in clothing
The Store (Kota Bahru) Sdn Bhd
100
100
Inactive
The Store (Shah Alam) Sdn Bhd
100
100
Inactive
* Pacific Hypermarket (Prai) Sdn Bhd
100
100
Inactive
* Pacific Department Store (Prai) Sdn Bhd
100
100
Inactive
100
-
Investment holding
100
-
Dormant
Subsidiary of Murai Perdana Sdn Bhd
Cotler Sdn Bhd
Trading in clothing and general goods
Subsidiary of Taiping Corporation Sdn Bhd
The Store (Taiping Jaya) Sdn Bhd
Subsidiary of The Store (Taiping) Sdn Bhd
The Store (Tampin) Sdn Bhd
Subsidiaries of The Store (NS) Sdn Bhd
Subsidiaries of The Store (Sungai Petani)
Sdn Bhd
Subsidiaries of Pacific Hypermarket &
Departmental Store Sdn Bhd
Subsidiary of Universal Retail Group Ltd
* TS Universal Retail Ltd
(incorporated in British Virgin Islands)
Subsidiary of TS Universal Retail Ltd
* Universal Retail Holdings Limited
* Subsidiaries not audited by Moores Rowland.
75
(a) Impairment test for investment in subsidiaries
The management reviews the carrying amount of the investment in subsidiaries at each balance sheet date to
determine whether there is any indication of impairment. The management’s assessment on whether there is an
indication is based on external and internal sources of information as well as based on indicative value (value-in-use)
calculations. If such indication exists, the recoverable amount of the investment is estimated to determine the impairment loss
on the value of such investment.
(b) Key assumptions used in indicative values (value-in-use) calculations
The recoverable amount is determined based on value-in-use calculations using the approved cash flow projections by the
management. The following describes the key assumptions on which the management has based the cash flow projections to
undertake impairment tests:
(i) Budgeted revenue
The growth rate used is the average growth rate for the last 2 years
(ii) Budgeted expenses
Expenses are budgeted to grow at inflation rate
(iii) Discounted rate
The discounted rate used is between 6% and 8%
The management believes that no reasonable possible changes in any of the key assumptions would cause the net carrying
value of the investment in subsidiaries to exceed their recoverable amount.
76
2 0 0 8
7. OTHER INVESTMENTS
Group
Shares quoted in Malaysia, at cost
2008
2007
RM’000
RM’000
12
12
7
5
5
7
2,334
2,334
2,339
2,341
18
9
Less :
Allowance for diminution in value
Unquoted shares, at cost
Market value - quoted shares
8. INTANGIBLE ASSETS
Goodwill
2008
2007
RM’000
RM’000
11,311
11,311
-
-
11,311
11,311
Cost
At 1 October
Acquisition/Disposal
At 30 September
Accumulated impairment
At 1 October
Impairment loss recognised during the year
At 30 September
Net carrying amount at 30 September 2008
1,167
-
-
1,167
1,167
1,167
10,144
10,144
77
(a) Impairment test for cash-generating unit (“CGU”) containing goodwill
For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions at which goodwill is
monitored.
(b) Key assumptions used in value-in-use calculations
The recoverable amount of a CGU is determined based on value-in-use calculations using the approved cash flow
projections by the management covering a five year period. Cash flows beyond the five year period are extrapolated using
the growth rate stated below. The key assumptions used for value-in-use calculations are as follows:
Gross margin
Growth rate
Discount rate
-
20%
5%
6% - 8%
The following describes each key assumption on which the management has based its cash flow projections to
undertake impairment testing of goodwill:
(i) Budgeted gross margin
The budgeted gross margin is based on the margin achieved in the year immediately before the budget year and
is increased by growth rate to cater for expected improvements in efficiency.
(ii) Growth rate
The weighted average growth rate used is consistent with the long-term average growth rate for the industry.
(iii) Discount rate
The discount rates used are pre-tax and reflect specific risks relating to the industry.
(iv) Risk free rate
The risk free rate is based on the yield on a 10 year Malaysian government bond rate at the beginning of the
budget year.
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use, the management believes that no reasonable possible changes in
any of the key assumptions would cause the carrying amount of the respective CGUs to materially exceed their
recoverable amount.
78
2 0 0 8
9. DEFERRED TAX ASSETS
Group
At 1 October
2008
2007
RM’000
RM’000
1,094
1,579
Transfer to income statement
At 30 September
-
106
(197)
(591)
897
1,094
The deferred tax assets comprise:
Deductible temporary differences
- on unused tax losses
- on unabsorbed capital allowances
Taxable temporary differences between net carrying amount
and tax written down value of property, plant and equipment
1,000
38
1,270
38
1,038
1,308
(141)
(214)
897
1,094
At 30 September 2008, the Group has not recognised deferred tax assets arising from the following temporary differences as
it is not probable that future taxable profit will be available against which the assets can be utilised.
Group
2008
2007
RM’000
RM’000
6,302
2,841
4,670
3,137
-
(160)
9,143
7,647
Deductible temporary differences on
- Unused tax losses
- Unabsorbed capital allowances
Taxable temporary differences between net carrying amount
and tax written down value of property, plant and equipment
79
10. TRADE AND OTHER RECEIVABLES
Group
Gross trade receivables
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
2,910
4,568
-
-
392
392
-
-
2,518
4,176
-
-
26,565
16,660
116
116
-
11
-
-
26,565
16,649
116
116
84,972
49,840
49,773
10,773
6,940
6,699
80
80
120,995
77,364
49,969
10,969
Less:
Other receivables
Less:
Deposits
Prepayments
Trade receivables represent amounts receivable from the sale of goods to customers. All trade receivables are granted
credit periods of between 3 days and 120 days. Other receivables, deposits and prepayments are from the normal business
transactions of the Group.
The collectibility of receivables is assessed on an ongoing basis. An allowance for doubtful debts is made for any
account considered to be doubtful for collection. The allowance for doubtful debts is made based on a review of all
outstanding accounts at the balance sheet date. A considerable amount of judgement is required in assessing the ultimate
realisation of these receivables, including the creditworthiness and the past collection history of each customer. If the financial
condition of the customers of the Group were to deteriorate, resulting in an impairment of their ability to make payments,
additional allowances may be required.
80
2 0 0 8
11. FIXED AND TIME DEPOSITS
The fixed and time deposits are placed with licensed banks and earn effective interest rates of between 2.15% and 3.70%
(2007 : 2.15% and 3.70%) per annum. All the deposits have maturity periods of less than one year.
Fixed deposits amounting to RM1,413,318 (2007 : RM1,625,701) are pledged to licensed banks for banking facilities
granted to the Group.
12. SHARE CAPITAL
Company
2008
2007
RM’000
RM’000
Authorised
88,000,000 ordinary shares of RM1 each
88,000
88,000
Issued and fully paid
68,503,602 ordinary shares of RM1 each
68,504
68,504
13. TREASURY SHARES
Company
At 1 October
Purchase of treasury shares
At 30 September
2008
2007
RM’000
RM’000
1,205
3,144
(1,205)
3
(1,942)
-
1,205
In the previous financial year, the Company purchased 1,000 ordinary shares of its issued share capital from the open
market at a total cost of RM2,781. The price paid for the shares purchased was RM2.78 per share. The repurchase
transaction was financed by internally generated funds. The repurchased shares were being held as treasury shares and
carried at cost in accordance with the requirements of section 67A of the Companies Act, 1965. Treasury shares have no
rights to voting, dividends and participation in other distribution.
During the financial year, the Company re-issued 490,000 (2007 : 796,000) of its treasury shares by re-sale in the open
market at an average price of RM3.02 (2007 : RM3.03) per share at a total cash consideration of RM1,476,880 (2007 :
RM2,408,689), giving rise to a gain on re-sale of the treasury shares of RM272,298 (2007 : RM466,449) which has been
accounted for as share premium in the statements of changes in equity. The proceeds from the re-sale were for working
capital requirements.
At 30 September 2008, there were no treasury shares held by the Company (2007 : 490,000 ordinary shares).
81
14. COMMERCIAL PAPER AND MEDIUM TERM NOTES
Group/Company
2008
2007
RM’000
RM’000
Commercial paper (“CP”)
39,890
39,832
Medium term notes (“MTN”)
40,000
140,000
79,890
179,832
Less:
Repayments due within twelve months
(included under current liabilities)
79,890
39,832
-
140,000
Repayments due after twelve months
The proceeds received from the issue of CP are as follows:
Group/Company
Nominal value of CP issued on 18 September 2008
(2007 : issued on 12 July 2007)
Less:
Interest charged
2008
2007
RM’000
RM’000
40,000
40,000
175
504
39,825
39,496
The interest charged is amortised to the income statement over the tenure of the CP and is included as part of finance costs.
The effective interest rate of the CP is 5% (2007 : 5%) per annum. The CP has a maturity period of less than one year.
82
2 0 0 8
The maturity dates and effective interest rates of the MTN and their outstanding amounts are as follows:
Maturity dates
Effective
interest rates
Group/
Company
% per annum
RM’000
MTN 0005
9 November 2009
6.55
20,000
MTN 0006
8 June 2009
6.35
10,000
MTN 0007
15 June 2009
6.35
10,000
40,000
The CP and MTN are secured by certain properties of the Group referred to in Notes 3 and 5 and certain unquoted shares
in subsidiaries referred in Note 6 all of which have been charged in favour of an appointed security trustee.
On 22 December 2008, the CP and MTN were all fully redeemed.
15. LONG TERM LIABILITIES
Group
2008
2007
RM’000
RM’000
139
18
684
96
157
780
9
41
Outstanding principal amount due
148
739
Less:
Outstanding principal amount due not later than one year (Note 17)
130
592
Outstanding principal amount due later than one year and not later
than five years
18
147
Hire purchase liabilities
Outstanding hire purchase instalments due:
- not later than one year
- later than one year and not later than five years
Less:
Unexpired term charges
83
Group
2008
2007
RM’000
RM’000
-
617
-
-
617
Finance lease liabilities
Outstanding finance lease rentals due:
- later than one year and not later than five years
Less:
Unexpired term charges
-
14
Outstanding principal amount due
-
603
Less:
Outstanding principal amount due not later than one year (Note 17)
-
603
Outstanding principal amount due later than one year
and not later than five years
-
-
Outstanding term loans
2,669
8,562
Less:
Repayments due within twelve months (Note 18)
1,217
1,875
Repayments due after twelve months
1,452
6,687
1,470
6,834
Bank term loans
The effective interest rates of the hire purchase liabilities are between 3% and 4.89% (2007 : 3.10% and 7.40%) per
annum. The effective interest rates of the finance lease liabilities in the previous financial year are between 5.38% and 5.67%
per annum.
The bank term loans of the subsidiaries are secured by legal charges over the freehold and leasehold properties and fixed
deposits of the said subsidiaries.
The bank term loans of the subsidiaries bear effective interest rates of between 7.55% and 8.50% (2007: 7.55% and
8.5%) per annum except for bank term loan under Al-Bai Bithaman Ajil facility which bear a fixed profit rate of RM4,593
per month.
The bank term loans of the Group are repayable by monthly and quarterly installments commencing between 1996 and
2004.
84
2 0 0 8
16. DEFERRED TAX LIABILITIES
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
33,135
8,156
164
-
-
11,243
-
-
578
(619)
123
164
-
14,355
-
-
33,713
33,135
287
164
895
914
-
-
- relating to revaluation of freehold building
21,237
23,201
-
-
- between net carrying amount and tax written
down value of property, plant and equipment
11,581
9,926
287
164
33,713
34,041
287
164
- unused tax losses
-
(498)
-
-
- unabsorbed capital allowances
-
(408)
-
-
33,713
33,135
287
164
At 1 October
Transfer from/(to) income statement
Transfer from asset revaluation reserve
At 30 September
The deferred tax liabilities comprise:
Taxable temporary differences
- relating to fair value adjustment to the
properties of subsidiary
Less:
Deferred tax assets recognised on
deductible temporary differences on
17. TRADE AND OTHER PAYABLES
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
Trade payables
414,961
341,435
-
-
Other payables
26,843
22,407
724
715
Deposits
5,614
5,877
-
-
Accruals
12,709
17,540
1,243
3,351
Hire purchase liabilities (Note 15)
130
592
-
-
Finance lease liabilities (Note 15)
-
603
-
-
460,257
388,454
1,967
4,066
Trade payables represent amounts outstanding for trade purchases. The credit periods granted by trade suppliers are
between 7 and 240 days. Other payables, deposits and accruals are from the normal business transactions of the Group.
85
18. BANK BORROWINGS
Group
2008
2007
RM’000
RM’000
7,814
4,710
294
6,400
Bankers acceptance
- secured
Bank overdrafts
- secured
- unsecured
Current portion of bank term loans (Note 15)
-
342
294
6,742
8,108
11,452
1,217
1,875
9,325
13,327
The bankers acceptance and bank overdrafts of the subsidiaries are secured by legal charges over the properties and fixed
deposits of the subsidiaries.
The effective interest rates per annum of the bank borrowings are as follows:
Group
86
2008
2007
%
%
Bankers acceptance
3.77 to 3.99
3.76 to 3.99
Bank overdrafts
7.45 to 8.70
7.45 to 8.75
2 0 0 8
19. GROSS REVENUE
Group
Sale of goods net of discounts
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
2,044,914
1,947,322
-
-
3,641
6,654
-
-
3
-
27,440
27,444
Concessionary rental income
and commission
Dividend income
Management fees
-
-
1,488
1,548
102
192
-
-
2,048,660
1,954,168
28,928
28,992
Rental income from investment properties
20. COST OF SALES
Group
Cost of goods sold
2008
2007
RM’000
RM’000
1,659,997
1,566,960
10
19
Direct operating costs relating to investment properties
- revenue generating
- non revenue generating
5
38
1,660,012
1,567,017
87
21. PROFIT BEFORE TAX
Profit before tax is stated after charging:
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
Allowance for diminution in value of quoted share
2
-
-
-
-
53
-
-
Amortisation of prepaid lease payments
153
153
119
119
Bad debts written off
147
-
-
-
743
695
40
38
23
(12)
2
(2)
40,675
37,065
432
432
636
636
132
132
3,621
3,621
3,621
3,621
- fees
420
420
-
-
- other emoluments
203
203
-
-
20
24
20
24
Auditors’ remuneration
- current year
- under/(over)estimated in prior year
Depreciation
Directors’ remuneration
- Directors of the Company
- fees
- other emoluments
- Directors of subsidiaries
Fees paid to a company in which a director of the
Company has financial interest
Finance costs
- hire purchase and finance lease term charges
- interest expenses
Impairment loss on goodwill
Impairment loss on investment in subsidiaries
Property, plant and equipment written off
Rental of premises
21
269
-
-
9,268
12,735
6,604
11,630
-
1,167
-
-
-
-
7,796
6,042
3,580
1,788
4
-
85,782
88,756
-
-
-
15,376
-
-
388
82
-
19
-
-
27,440
27,444
and crediting:
Gain on disposal of property, plant and
equipment
Gross dividends from
- subsidiaries
- other investments
Interest income
3
-
-
-
1,219
1,838
6,863
8,694
102
192
-
-
17,917
20,886
-
-
Rental income from
- investment properties
- others
88
2 0 0 8
22. TAX EXPENSE
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
15,266
14,593
6,510
5,801
Current tax expense
- current year
- underestimated in prior years
Deferred tax (income)/expense relating to
origination and reversal of temporary
differences during the year
557
137
6
106
15,823
14,730
6,516
5,907
(1,444)
(368)
123
164
2,219
340
-
-
775
(28)
123
164
16,598
14,702
6,639
6,071
Deferred tax expense underestimated
in prior years
The numerical reconciliations between the tax expense and the product of accounting profit multiplied by the applicable tax
rates are as follows:
Group
Accounting profit
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
43,501
54,758
16,447
15,261
11,310
14,785
4,276
4,120
2,960
2,064
2,234
1,850
Tax at applicable tax rate of 26%
(2007 : 27%)
Add/(Less):
Tax effect of expenses not
deductible in determining taxable profit
Deferred tax assets arising from unused tax losses
and unabsorbed capital allowances not
recognised during the year
Balance carried forward
1,496
353
-
-
15,766
17,202
6,510
5,970
89
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
15,766
17,202
6,510
5,970
Tax effect of income not taxable
in determining taxable profit
689
2,306
-
5
Tax effect of reduction in tax rate
975
354
-
-
Crystalisation of deferred tax
liability on amortisation of
revalued properties
261
191
-
-
19
126
-
-
13,822
14,225
6,510
5,965
557
137
6
106
2,219
340
123
-
16,598
14,702
6,639
6,071
Balance brought forward
Less:
Tax effect of different tax rates of subsidiaries
Add:
Current tax expense underestimated
in prior years
Deferred tax expense underestimated
in prior years
Tax expense for the year
Based on prevailing tax rate applicable to dividends, the entire unappropriated profit of the Company at year end is covered by
estimated tax credits available under Section 108 of the Income Tax Act, 1967 for distribution of dividends. The Company also has
an amount of RM9,204,592 (2007 : RM9,204,592) in its tax exempt account available for distribution of tax exempt dividends.
90
2 0 0 8
23. EARNINGS PER SHARE
Earnings per share is calculated based on Group profit after tax and minority interests of RM26,916,000 (2007 :
RM40,125,000) and on 68,503,602 (2007 : 68,013,602) ordinary shares in issue during the financial year after
deducting treasury shares calculated as follows:
Number of ordinary shares at 1 October
2008
2007
68,503,602
68,503,602
-
490,000
-
-
68,503,602
68,013,602
2008
2007
RM’000
RM’000
Less:
Treasury shares
Number of ordinary shares at 30 September
24. DIVIDEND PAID
Recognised as distribution to equity holders during the year:
First and final dividend of 3% less 26% tax, on
68,503,602 ordinary shares for the financial year
ended 30 September 2007 (2007 : 7% less 27% tax,
on 68,013,602 ordinary shares for the financial
year ended 30 September 2006)
1,521
3,475
At the forthcoming annual general meeting, a first and final dividend of 1% tax exempt on 68,503,602 ordinary
shares amounting to RM685,036 (1 sen net per ordinary share) in respect of the financial year ended 30 September
2008 will be proposed for approval by the shareholders of the Company. The proposed first and final dividend
is payable in respect of all ordinary shares in issue at the date of the financial statements, excluding those ordinary shares
held as treasury shares under share buy-back. These financial statements do not reflect this first and final dividend which
will be accounted for in the shareholders’ equity as an appropriation of unappropriated profit in the financial year in which
the dividend is paid.
91
25. ANALYSIS OF ACQUISITION OF A SUBSIDIARY COMPANY
During the financial year, the Company subscribed 1 ordinary share of USD1, representing the entire equity interest in TS
Universal International Co. Ltd, a company incorporated in the British Virgin Islands, at a cash consideration of USD1. TS
Universal International Co. Ltd was incorporated on 6 May 2008 and its principal activity is investment holding.
In the previous financial year, the Company acquired the remaining 54.74% of the equity interest, representing 5,811,391
ordinary shares of RM1 each in Larut Matang Supermarket Holdings Bhd, an existing 45.26% owned associate, at a total
cash consideration of RM39,750,225. The discount on acquisition arising from the acquisition was RM15,376,477.
The effects of acquisition of the subsidiary on the consolidated net profit, the consolidated financial position and the
consolidated cash flow statement are as follows:
a) Effect on consolidated net profit for the year
Subsidiaries acquired in
2008
2007
RM’000
RM’000
Gross revenue
(Loss)/Profit before tax
-
254,444
(267)
2,918
-
(845)
(267)
2,073
Tax expense
(Decrease)/Increase in Group’s net profit
b) Effect on consolidated financial position
Non-current assets
Current assets
Non- current liabilities
Current liabilities
(Decrease)/Increase in Group’s share of net assets
92
2008
2007
RM’000
RM’000
-
90,403
738
29,229
-
(13,784)
(1,005)
(10,650)
(267)
95,198
2 0 0 8
c) Effect on consolidated cash flow statement
30 September 2008
2008
2007
RM’000
RM’000
Fair value of net assets acquired:
Non-current asset
-
113,613
Current assets
-
63,211
Non current liabilities
-
(16,526)
Current liabilities
-
(67,671)
-
(15,376)
-
(19,632)
-
(17,869)
*
39,750
Net assets previously held and treated as
investment in associate
Asset revaluation reserve not previously
included in investment in associate
Total purchase consideration
Less:
Cash and cash equivalents
-
2,202
Net cash flow on acquisition
*
41,952
* Represents RM 3
26. EMPLOYEE BENEFITS EXPENSE
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
3,429
3,429
3,247
3,247
112,402
122,443
-
-
11,377
13,396
372
372
2,255
2,014
2
2
2,082
2,473
-
-
131,545
143,755
3,621
3,621
Salaries, wages, allowances and bonuses
- Executive directors
- Other employees
Defined contribution plan
- EPF contributions
Social security contributions
- SOCSO contributions
Other staff related expenses
93
27. RELATED PARTY DISCLOSURES
(a) The Company has a controlling related party relationship with its subsidiaries referred to in Note 6.
(b) The Group also has related party relationship with companies in which certain directors of the Company have
financial interests.
(c) The Group has the following significant transactions with the related parties during the financial year:
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
Management fees from subsidiaries
-
-
1,488
1,548
Interest income from subsidiaries
-
-
6,863
8,509
Advances from subsidiaries
-
-
52,073
2,769
Repayment of advances from subsidiaries
-
-
69,728
-
20
24
20
24
17,515
15,652
-
-
-
-
-
15,516
Share registration and secretarial fees paid to a
company in which a director of the Company
has financial interest
Rental of premises charged by companies in
which certain directors of the Company have
financial interests
Advances to subsidiaries
Information regarding outstanding balances arising from related party transactions at year end is disclosed in Note 6.
(d) Compensation of key management personnel
The remuneration of directors and other members of key management of the Group and the Company during the year
comprises:
Group
Short-term employee benefits
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
4,486
6,847
3,380
3,380
394
879
372
372
4,880
7,726
3,752
3,752
Post employment benefits
- defined contribution plan
94
2 0 0 8
28. COMMITMENTS
(a) Capital commitments
Group
Approved capital expenditure in
respect of property, plant and
equipment contracted but not
provided for in the financial statements
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
85
314
-
-
(b) Operating lease commitments
(i ) The Group as lessor
The Group has entered into cancellable property leases to earn rental income from its investment properties and certain
properties included under property, plant and equipment. These leases have an average tenure of 1 to 3 years with an
option to renew the lease after the expiry of the respective dates. The tenants are required to give 2 month notice of the
termination of these agreements. The Group does not have any contingent rental arrangements.
(ii) The Group as lessee
The Company leases its premises under non-cancelable operating leases for its operations.
The leases have an average tenure of 15 years, with an option to renew the lease after the expiry of the respective dates.
Increase in lease payments, if any, after the expiry dates, are negotiated between the Company and the lessors which
will normally reflect market rentals. None of the above leases includes contingent rentals.
The future aggregate minimum lease payments under these operating leases are as follows:
Group
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
842
934
-
-
10,425
11,267
-
-
11,267
12,201
-
-
Future minimum lease payments
- later than one year
95
29. CONTINGENT LIABILITIES
Group
(a) Unsecured corporate guarantees in respect of
banking and other credit facilities granted to
subsidiaries
Company
2008
2007
2008
2007
RM’000
RM’000
RM’000
RM’000
-
-
41,400
11,400
(b) Material litigations
(i) Summit Parade Sdn Bhd (“Summit”) issued a letter of demand dated 5 August 2002 on the Company and its
subsidiary, The Store (Malaysia) Sdn Bhd (collectively known as the “Defendants”), claiming for allegedly unpaid
rental amounting to RM4,669,627. This sum was disputed by the Defendants and the Defendants had instituted
proceedings against Summit in the Kuala Lumpur High Court seeking for, inter alia, a declaration whether the amount
claimed by Summit was due and payable by the Defendants and for an order to restrain Summit from filing,
presenting, advertising and/or gazetting winding up proceedings against the Defendants. The matter was heard in
March 2004. On 12 March 2004, the High Court dismissed the Defendants’ Originating Summon on the ground
that there were several disputes as to the facts of the case and as such it was not suitable to be decided in an
originating summons action. The High Court had nevertheless, granted the Defendants liberty to refile the claim against
Summit in a writ action.
In view of the court’s direction, Summit had served on the Defendants a Writ dated 2 July 2004 filed in the Muar High
Court claiming for, inter alia, alleged unpaid rental to date amounting to RM5,143,762. The Defendants had replied
with the Defence and Counterclaim, whereby the sum claimed was disputed by the Defendants. The Defendant is
counter-claiming for damages, of which the quantum is to be assessed by the court, for breach of tenancy agreement
by Summit. The court has now fixed 27 March 2009 for continued submission.
Pending the disposal of the said Originating Summons, Summit had via Batu Pahat Sessions Court obtained a distress
order on 8 November 2002 against the Defendants for RM719,103 as the alleged outstanding rental. Subsequently,
the Defendants had via Originating Summons obtained an injunction against Summit and/or its agent from
proceeding further in respect of the distress proceeding. On 31 January 2003, the Defendants filed an application in
the Batu Pahat Sessions Court to set aside the distress order. As there is a pending case in the High Court, the Sessions
Court would not proceed until the settlement of the High Court case. The matter had been fixed for further mention on
14 December 2006. On 14 December 2006, the Court decided to put this into abeyance pending the disposal of the
aforesaid High Court matter and that no mention date will be issued therein.
The directors of the Company have been advised that there is a reasonable prospect of success in this case.
(ii) ZKP Development Sdn Bhd (“ZKP”) issued a letter of demand dated 5 August 2002 on the Company and its subsidiary,
The Store (Malaysia) Sdn Bhd (collectively known as the “Defendants”), claiming for allegedly unpaid rental amounting
to RM4,675,886. This sum was disputed by the Defendants and the Defendants had instituted proceedings against ZKP
in the Kuala Lumpur High Court seeking for, inter alia, a declaration on whether the amount claimed by ZKP was due
and payable by the Defendants and for an order to restrain ZKP from proceeding further in this matter and/or distress
proceedings. The Penang High Court had granted ZKP’s application to transfer the case to the Penang High Court.
At the Penang High Court, ZKP applied for summary judgement against the Defendants, which was dismissed by the
Court on 12 August 2005. ZKP appealed against the decision, which was also dismissed by the court. The case has
now been fixed for hearing on 3 February 2009 for an application by ZKP to amend the statement of claim.
The directors of the Company have been advised that there is a reasonable prospect of success in this case.
96
2 0 0 8
30. SEGMENT ANALYSIS
No segment analysis is prepared as the Group is primarily engaged in retail operations in Malaysia.
31. FINANCIAL INSTRUMENTS
(i) Credit risk
At balance sheet date, the Group did not have any significant exposure to any individual customer or counterparty or
any major concentration of credit risk related to any financial assets.
The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance
sheet.
(ii) Fair values
The carrying amounts of the financial assets and liabilities of the Group and of the Company at 30 September 2008
approximated their fair values except as stated below:
Group
Company
Carrying
amount
Fair
value
Carrying
amount
Fair
value
RM’000
RM’000
RM’000
RM’000
2,334
*
-
-
Other investments
Unquoted shares
* It is not practicable to estimate the fair value of unquoted shares without incurring excessive costs. The investment is
carried at its original cost in the balance sheet and subject to review for diminution in value. At the end of the financial
year, the net tangible assets value of the investment based on the audited financial statements of the investee company
was RM3,040,251.
32. SUBSEQUENT EVENT
(a) Subsequent to the year end, Universal Retail Holdings Limited, a wholly owned indirect subsidiary of the Company, subscribed
for the entire registered capital of USD1,500,000 in Shanghai Universal Retail Limited, a company incorporated in the
People’s Republic of China and its principal activities are operation of department stores and supermarkets.
(b) During the financial year, the Company entered into a conditional Share Sale Agreement with Y S Tang Holdings Sdn
Bhd for the proposed acquisition of the entire equity interest in Jurus Kota Sdn Bhd, representing 3,000,000 ordinary
shares of RM1 each at a cash consideration of RM130 million. The cash consideration was funded through internally
generated funds and bank borrowings of the Group. The acquisition was completed in December 2008.
33. AUTHORISATION FOR ISSUE OF FINANCIAL STATEMENTS
The financial statements of the Company and of the Group were authorised for issue by the directors on 23 January 2009.
97
Statement
By Directors
In the opinion of the directors, the financial statements set out on pages 44 to 97 are drawn up:
(a) so as to give a true and fair view of the state of affairs of the Company and of the Group at 30 September 2008 and of
their results and cash flows for the year then ended; and
(b) in accordance with Financial Reporting Standards and the provisions of the Companies Act, 1965.
Signed on behalf of the directors in accordance
with a directors’ resolution dated
23 January 2009
DATO’ SRI TANG YEAM SOON
Director
98
CHANG YEN HUEI
Director
2 0 0 8
Statutor y
Declaration
I, Chang Yen Huei, being the director primarily responsible for the financial management of The Store Corporation Berhad, do
solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 44 to 97 are
correct.
And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory
Declarations Act, 1960.
Subscribed and solemnly declared at )
Kuala Lumpur in the Federal Territory )
)
this 23 January 2009
)
)
)
)
CHANG YEN HUEI
Before me:
Robert Lim Hock Kee (W092)
Commissioner for Oaths
99
List of
Properties
Registered Owner/Location
The Store Corporation Bhd
Q.T.(R) 6366 L.O. Lot 9A, Jalan 223
Petaling Jaya, Selangor
HS(D) 55098 & 55099 NPT 4 & 5,
Sek 91A & 91B Town of Kuala Lumpur
HS(D) 12086 & 12087 PTD 2484 & 2485
Mukim Bandar Penggaram Batu Pahat, Johor.
46, 46A, 46B, 48, 48A & 48B
Jalan Megat, Batu Pahat, Johor
Lot No.196,197, 198,199,200, 201,336
Bandar KB VIII, Melaka
The Store (Malacca) Sdn Bhd
Lots. Nos. A3/w-1,A3/w-2,A3/w-3,
and A3/w-4, Rumah Pangsa
Seri Kubu, Melaka
Lot 117, 118, 139, 143, 144, 1331 and
1332Central District of Province Wellesley
Lot 0048, Section 46 Pajakan Negeri
393 Bandar Sungei Petani
Kuala Muda Mukim Sungai Pertani, Kedah
Lot 710 Section 4 Town of Bukit Mertajam
Province Wellesley Centre, Pulau Pinang
Grant 3719, Lot 976 & Grant 3720,
Lot 977 Bandar Kuala Terengganu
Grant 9989, Lot 3643 Kuala Terengganu
Description /
Existing Use
Approx.
age of
buildings
(Years)
Tenure
(years of
expiry)
Land Area
(Built-up
area))
Date of
Acqusition
(A) /
Valuation (V)
65,340 sq ft 2/11/2001 (A)
(32,000 sq ft)
NBV
as at
30.9.08
RM’000
Industrial land with
a double-strorey
office
-
Leasehold
99 years
(28.4.2071)
7,444
1 unit apartment /
rented to third
parties
13
Freehold
959 sq. ft.
4/4/1991 (A)
110
3-storey shophouse
/ hostel
16
Freehold
3,738 sq. ft.
(9,240 sq. ft.)
2/2/1993 (A)
548
Vacant Land/Car
Park
-
Leasehold
99 years
(13.1.2091)
95,104 sq. ft.
14-1-1992 (A)
7,788
4 units of apartment
/ staff hostel
13
Freehold
3,400 sq. ft.
3/6/1993 (A)
265
Vacant Land
-
Freehold
234,945 sq. ft
28-9-1987 (A)
206
4-storey
shophouse /
staff hostel
22
Leasehold
99 years
(2.10.2080)
1,400 sq. ft.
(5,300 sq. ft.)
22-7-1992 (A)
258
2-storey pre-war
shophouse / rented
to third parties
75
Leasehold
999 years
(5.2.2930)
9,502 sq. ft.
(19,000 sq. ft.)
23-2-1976 (A)
239
Vacant Land/
Car Park
-
Freehold
49,080 sq. ft.
18-4-1992 (A)
1,757
Vacant Land/
Car Park
-
Freehold
915 sq. ft.
1/4/1993 (A)
94
4-storey
shophouse
complex / vacant
30
Freehold
Taiping Supermarket Holdings S/B
Lot No.1987- 1990
Bandar Taping, Tempat Taiping,
Daerah Larut & Matang, Perak
100
6,859 sq. ft. 24-6-1982(A)
(24,130 sq. ft.)
3,196
2 0 0 8
List of
Properties
[Con’d]
Description /
Existing Use
Approx.
age of
buildings
(Years)
Tenure
(years of
expiry)
Land Area
(Built-up
area))
Date of
Acqusition
(A) /
Valuation (V)
NBV
as at
30.9.08
RM’000
4-storey
shophouse
complex /
business operation
27
Freehold
7,200 sq. ft.
(24,130 sq. ft.)
30-7-2007 (V)
4,545
Vacant Land
-
Leasehold
999 years
6,767 sq. ft.
-1983-(A)
207
Lot 70, 71 & 72 in Mukim of Tampin
Tampin, Negeri Sembilan
Lot 6619, Mukim Azam Kumbang,
Daerah Larut Matang, Taiping, Perak
(19.11.2895)
Lot 2951 & 2952 Town of Taiping
31 & 32, Jalan Convent,
Taiping, Perak
2-storey linkhouse
/ hostel
23
Leasehold
99 years
(13.1.2080)
3,522 sq. ft.
-1983-(A)
185
3 storey
shophouse /
vacant
28
Freehold
2,800 sq. ft.
17-8-1994 (A)
671
HS(D) 9730 & 9731 PT No. 7227 &
7228. Bandar Mentakab, Temerloh,
Pahang
2 units of 3-storey
shophouse /
staff hostel
13
Freehold
3,200 sq. ft. 13-3-1997 (A)
(9,400 sq. ft.)
671
Pacifiic Hypermarket
Properties Sdn Bhd
No.1497, Jalan Wangka,Taman Semarak
14000 Bukit Mertajam, Pulau Pinang
Double storey
shophouse /
Vacant
14
Freehold
3,417 sq. ft.
25-2-1998 (A)
356
Commerial units
within a 5
commercial centre
/ business
operation
11
Freehold
198,706
sq. ft.
30-3-2007 (V))
82,872
Commerial units
within a 5
commercial centre
/ business
operation
11
Freehold
111,640
sq ft
30-3-2007 (V)
49,050
1 ½ storey
terrace factory /
warehouse
8
Leasehold
(99 years)
4,200 sq. ft.
29-2-2000 (A)
595
(4,044 sq. ft.)
H.S. (D) 29489, Lot No. 1439
H.S. (D) 29491, Lot No. 1440
Bandar Bukit Mertajam, Sek 5,
Daerah Seberang Prai Tengah
Negeri Pulau Pinang
(8,400 sq. ft.)
Pacific Hypermarket
Properties Sdn Bhd
Parcel B888, Basemen Floor,
Megamal, Jalan Baru Prai, Mukim 1,
Province Wellesley Central, Penang
(9,240 sq. ft.)
Bigever Properties Sdn Bhd
Parcel G888 & 1888, Ground &
First Floor Megamal, Jalan Baru Prai,
Mukim 1, Province Wellesley Central,
Penang
Lot No.11 Block 2 Type B, Kepong
Light Industry Mukim Batu, District &
State of Wilayah, Kuala Lumpur
(06.3.2101)
101
List of
Properties
[Con’d]
Description / Existing Use
Approx.
age of
buildings
(Years)
Tenure
(years of
expiry)
Land Area
(Built-up
area))
Date of
Acqusition
(A) /
Valuation (V)
NBV
as at
30.9.08
RM’000
2-storey
shophouse /
warehouse
32
Leasehold
99 years
(9.8.2075)
5 units of 2-storey
shophouse /
business operation
10
Leasehold
99 years
15,000
sq. ft
12.5.2005 (V)
1,398
shotlots / business
operation
10
Leasehold
99 years
6,958 sq. ft
12.5.2005 (V)
1,964
1 unit of 2-storey
shophouse /
warehouse &
hostel
9
Leasehold
99 years
1,250 sq. ft
12.5.2005 (V)
196
3-storey
shophouse /
warehouse &
hostel
9
Leasehold
99 years
1,800 sq. ft
12.5.2005 (V)
65
1 unit of 3 storey
shophouse /
rented to 3rd
parties
12
Leasehold
99 years
3,600 sq. ft
12.5.2005 (V)
438
2 units detached
house / hostel
13
Leasehold
99 years
12,304 sq. ft 12.5.2005 (V)
184
1 unit semi
detached
house / hostel
14
Formyarn Sdn Bhd
No. 150 & 152 Lot 25168 & 25169
Batu 7 3/4, Jalan Kepong,
Kuala Lumpur
1,195 sq. ft. 23-12-1993 (A)
(2,400 sq. ft.)
374
Lot D4-D8, Sedco Shophouse,
Kunak Town, Sabah
(31.12.2097)
L201-207 & L226-L238, Level 2,
Centre Point, Lahad Datu, Sabah
(31.12.2097)
Lot 20, Block C, Bandar Baru Semporna, Sabah
(29.6.2035)
Lot 1, Block C, 1st & 2nd Floor,
Kompleks Leila, Sandakan, Sabah
(31.12.2069)
Lot D7, Arsad Shopping Complex,
Phase 2, Keningau, Sabah
(31.12.2093)
Lot 56 & 57, Taman Golfview,
Keningau, Sabah
(31.12.2060)
No. 4, Lot 21, Luyang Phase 3,
Jalan Kijang, Sabah
Leasehold
999 years
3,964 sq. ft
12.5.2005 (V)
167
(26.1.2914)
Lot 33-36, Taman Beverly Hills,
4-storey of 4
Phase 2, Jalan Bundusan, Penampang, storey shoplots/
Sabah
business operation
Larut Matang Supermarket Holdings
Berhad
Lot No. 1637, Mukim of Tupai,
District of Larut & Matang State of
Perak
102
Vacant land /
car park
12
Leasehold
999 years
19,200 sq. ft 12.5.2005 (V)
2,804
(14.2.2926)
-
Freehold
1,609 sq. ft
13.10.2006 (A)
220
2 0 0 8
List of
Properties
[Con’d]
Description /
Existing Use
Approx.
age of
buildings
(Years)
Tenure
(years of
expiry)
Land Area
(Built-up
area))
Date of
Acqusition
(A) /
Valuation (V)
NBV
as at
30.9.08
RM’000
41/2 sotrey
terrace shoplot
/ rented to 3rd
party
35
Freehold
3,850 sq. ft
13.10.2006 (A)
2,000
3 storey mid
terrace shophouse
/ hostel &
warehouse
14
Leasehold
46 years
1,603 sq. ft 13.10.2006 (A)
316
A double storey
mid terrace
shophouse /
rented to 3rd party
7
Leasehold
99 years
1,500 sq. ft 13.10.2006 (A)
340
An extended
double storey mid
terrace house /
vacant
35
Freehold
1,610 sq. ft 13.10.2006 (A)
400
3 storey
shopping
shophouse /
rented to 3rd
party
16
Freehold
1,195 sq. ft 13.10.2006 (A)
400
4 storey mid
terrace shop office
/ vacant
25
Freehold
2,391 sq. ft
13.10.2006 (A)
670
3 storey
shopping complex
/ business
operation
17
Freehold
25,827 sq. ft 13.10.2006 (A)
5,000
4 storey
shopping complex
with basement &
roof floor /
business operation
13
Freehold
44,433 sq. ft 13.10.2006 (A)
40,640
A double storey
semi-detached
house / hostel
29
Leasehold
99 years
(9.7.2079)
P.T. No.PTBM/C.005 (Lot 723) Mukim 1,
District of Seberang Perai Tengah,
State of Pulau Pinang
Larut Matang Supermarket
Holdings Berhad
Lot No. 314, Town of Sg. Siput,
District of Kuala Kangsar State of Perak
Larut Matang Supermarket
Holdings Berhad
Lot No. 33606, Mukim of Sitiawan,
District of Manjung, State of Perak
(20.8.2032)
(22.7.2091)
P.T. No. 6572, Mukim of Sg. Buloh,
District of Kuala Lumpur, State of
Selangor
Lot No. 4456, Town of Teluk Intan,
District of Hilir Perak, State of Perak
Lot No. 152, Town of Sitiawan,
P.T. Nos 16743 to 16757, Town of
Sitiawan, District of Manjung,
State of Perak
P.T. No.479, Town of Teluk Intan,
District of Hilir Perak, State of Perak
Fajar Supermarket (Butterworth)
Sdn Bhd
P.T. No. PTBM/A/1165, Mukim 1
District of Seberang Perai Tengah,
State of Pulau Pinang
3,689 sq. ft
13.10.2006 (A)
200
103
List of
Properties
[Con’d]
Fajar Supermarket (Upper Perak)
Sdn Bhd
Lot Nos.344 to 347, Town and District
of Kuala Kangsar, State of Perak
Fajar Supermarket (Upper Perak)
Sdn Bhd
Lot No.222, Town and District of Kuala
Kangsar, State of Perak
Description /
Existing Use
Approx.
age of
buildings
(Years)
Tenure
(years of
expiry)
Land Area
(Built-up
area))
Date of
Acqusition
(A) /
Valuation (V)
NBV
as at
30.9.08
RM’000
4 storey terrace
shop / business
operation
13
Freehold
6,081 sq.ft
13.10.2006 (A)
2,326
A single storey
commercial
complex /
business operation
13
Freehold
63,434
sq. ft
13.10.2006 (A)
4,100
4 storey mid
terrace shop office
/ warehouse
14
Freehold
1,604 sq. ft 13.10.2006 (A)
550
Vacant land /
car park
-
Freehold
13,763 sq.ft 13.10.2006 (A)
1,320
5 units of 3 storey
terraced shops /
business operation
23
Leasehold
28 years
8,736 sq. ft
13.10.2006 (A)
2,055
11/2 storey commercial complex /
business operation
8
Leasehold
15 years
(1.6.2018)
132,196
sq. ft
13.10.2006 (A)
2,828
Double storey
commercial
building /
vacant
5
Leasehold
15 years
(3.2.2019)
88,000
sq. ft
13.10.2006 (A)
4,110
2 units in a
commecial office
/ vacant
2
Leasehold
99 years
17,905 sq. ft 13.10.2006 (A)
4,792
Lot No.1638, Mukim of Tupai, District
of Larut & Matang State of Perak
P.T. Nos 1662 to 1671 and P.T. Nos
2046 to 2051 Town of Sitiawan,
PN, 4628 to 4632, Town of Sg. Siput
District of Kuala Kangsar,
State of Perak
(20.8.2032)
PT 13952, Mukim of Asam Kumbang
District of Larut & Matang,Perak
Lot PTB 4704 & Lot PTB 4619
Bandar Penggaram, Daerah Batu
Pahat, Johor
2 shoplots unit Nos.01 & 02,
Level 7 of Commercial Signature
Office, at BU 8, PN 12392, Lot 49501
Seksyen 39, MK Bandar Petaling Jaya,
Selangor
104
(26.10.2102)
2 0 0 8
Analysis Of
Shareholdings As
At 11 February 2009
SHARE CAPITAL
Authorised Capital
:
Issued & Paid-Up Capital :
Class of Shares
:
Voting Rights
:
RM88,000,000
RM68,503,602
Ordinary Shares of RM1.00 each
One Vote per shareholder on a show of hand
One Vote per Ordinary Share on a poll
DISTRIBUTION OF SHAREHOLDING
Holdings
No. of Holders
Less than 100 shares
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
TOTAL
%
Total Holdings
%
40
2.65
1,902
0.00
145
9.61
67,547
0.10
1,161
76.94
2,587,604
3.78
115
7.62
3,087,601
4.50
45
2.98
49,869,948
72.80
3
0.20
12,889,000
18.82
1,509
100.00
68,503,602
100.00
SUBSTANTIAL SHAREHOLDERS
Accordingly to the register required to be kept under Section 69L of the Companies Act, 1965, the substantial shareholders of the
Company are as follows :
Name of Substantial Shareholders
No. of Shares*
%
1. Dato’ Sri Tang Yeam Soon (direct and deemed)
19,297,330
28.17
2. Equatorial Century Sdn Bhd (direct)
14,902,830
21.75
3. Datin Sri Khor Guik Lee (direct and deemed)
19,297,330
28.17
4. Tan Sri Dato’ Seri Tan Chee Yioun (direct and deemed)
7,601,400
11.10
DIRECTORS’ SHAREHOLDINGS
Direct Interest *
%
Deemed interest
%
3,028,300
4.42
16,269,030
23.75
Mr Kam Teh Chung
352,955
0.52
-
-
Mr Chang Yen Huei
1,100
0.00
2,640,000
3.85
1,366,200
1.99
17,931,130
26.17
11,000
0.02
-
-
Dato’ Dr. Haji Kardin bin Haji Kardin
105
List O f Thir t y
Largest Shareholders
NAME & ADDRESS OF SHAREHOLDER
106
NO. OF SHARES HELD
%
1.
KAF NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for Equatorial Century Sdn Bhd
4,389,000
6.41
2.
CIMB GROUP NOMINEES (TEMPATAN) SDN BHD
4,300,000
6.28
3.
EB NOMINEES (TEMPATAN) SENDIRIAN BERHAD
4,200,000
6.13
4.
MIDF AMANAH INVESTMENT NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for Megastar Ventures Sdn Bhd
3,420,000
4.99
5.
SURPLUS-ED CAPITAL SDN BHD
3,411,400
4.98
6.
BERJAYA SOMPO INSURANCE BERHAD
3,385,000
4.94
7.
HDM NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for Amlied Holdings Sdn Bhd
3,190,000
4.66
8.
KAF NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for Priority Prospect Sdn Bhd
3,072,300
4.48
9.
NICETRADE CAPITAL SDN BHD
2,779,500
4.06
10.
MAYBAN NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for BBC Capital Sdn Bhd
2,304,910
3.36
11.
TANG YEAM SOON
2,156,000
3.15
12.
EB NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for Advance Ultimate Sdn Bhd
2,000,000
2.92
13.
ABB NOMINEE (TEMPATAN) SDN BHD
Pledged securities acc for Vincent Tan Chee Yioun (Berjaya VTCY)
1,898,600
2.77
14
Pledged securities acc for Perspektif Bakti Sdn Bhd
1,761,590
2.57
15.
Pledged securities acc for Pan Prosperity Holdings Sdn Bhd
1,651,400
2.41
16.
PAN PROSPERITY HOLDINGS SDN BHD
1,582,050
2.31
2 0 0 8
List O f Thir t y
Largest Shareholders
NAME & ADDRESS OF SHAREHOLDER
NO. OF SHARES HELD
%
17.
SCOTIA NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for Berjaya VTCY Sdn Bhd
1,434,700
2.09
18.
Pledged securities acc for Nusraya Holdings Sdn Bhd
1,372,800
2.00
19.
KHOR GUIK LEE
1,329,900
1.94
20.
Pledged securities acc for Azam Spektrum Sdn Bhd
1,276,400
1.86
21.
Pledged securities acc for Pancaran Kurnia Sdn Bhd
1,233,000
1.80
22.
EQUATORIAL CENTURY SDN BHD
1,049,130
1.53
23.
Pledged securities acc for Tang Yeam Soon for Equatorial Century Sdn Bhd
964,700
1.41
24.
PERSPEKTIF BAKTI SDN BHD
800,000
1.17
25.
Pledged securities acc for Tang Yeam Soon
795,300
1.16
26.
MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD
Pledged securities acc for Great Eastern Life Assurance (Malaysia) Berhad
746,600
1.09
27.
ADVANCE ULTIMATE SDN BHD
640,000
0.93
28.
PUBLIC NOMINEES (TEMPATAN) SDN BHD
Pledged securities acc for Surinder Singh a/l Wassan Singh
567,000
0.83
29.
TAN KIM KEE @ TAN KEE
497,800
0.73
30.
Pledged securities acc for Prime Credit Leasing Sdn Bhd
489,700
0.71
107
PROXY FORM
THE STORE CORPORATION BERHAD (252670-P)
(Incorporated In Malaysia)
I /We (full name) ____________________________________________________________________________________________
of (full address)_______________________________________________________________________________________________
being a member(s) of THE STORE CORPORATION BERHAD (252670-P), hereby appoint
(full name)__________________________________________________________________________________________________
and/or_____________________________________________________________________________________________________
or failing him/her, the Chairman of the Meeting as my/our proxy, to vote for me/us and on my/our behalf at the Sixteenth (16th)
Annual General Meeting of the Company to be held at The Crystal Crown Hotel Petaling Jaya, No. 12, Lorong Utara A, Off Jalan
Utara, 46200 Petaling Jaya, Selangor on Friday, 27 March 2009 at 10.00 a.m or at any adjournment thereof, and to vote as
indicated below :
Please indicate with an ‘X’ in the space below how you wish your votes to be cast.
(If you do not do so, your Proxy will vote or abstain from voting at his/her discretion).
RESOLUTION
FOR
AGAINST
1. Adoption of Audited Financial Statements
2. Payment of First and Final Dividend
3. Directors’ Fees
4. Re-election of Director: Yeoh Chong Keng
5. Re-election of Director: Chang Yen Huei
6. Re-election of Director: Dato’ Dr. Haji Kardin bin Haji Shukor
7. Re-election of Dato’ Haji Mohd Yusoff bin Haji Amin
under Section 129 (6) of the Companies Act, 1965
8. Appointment of auditors
9. Authority under Section 132D of the Companies Act, 1965
10. Proposed renewal of shareholders’ authority for the Company to
purchase of its own shares
11. Proposed shareholders’ mandate for recurrent related party
transactions of revenue nature.
As witness my/our hands this _________ day of ___________________ 2009
The proportion of my/our holding to be represented
by my/our proxy(ies) is/are as follows:
Number of Shares/%
First Proxy
Second Proxy
Total
____________________________________
Signature/common seal of Shareholder(s)
Notes:
1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his
stead. A member may appoint more than one proxy to attend the same meeting. Where a member appoints two or more
proxies, he shall specify the proportion of his shareholdings to be represented by each proxy.
2) A proxy need not be a member of the Company.
3) If the appointer is a Corporation, the form must be under its Common Seal or under the hand of an officer or attorney duly
authorized.
4) The instrument appointing a proxy must be deposited at the Company’s Registered office, Plaza 138, Suite 18.03, 18th Floor,
138, Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the times appointed for holding the meeting
FIRST FOLD
Stamp
The Company Secretary
THE STORE CORPORATION BERHAD
Plaza 138, Suite 18.03,
50450 Kualu Lumpur
SECOND FOLD

Annual Report 2008

Transcription

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