Escolar Documentos
Profissional Documentos
Cultura Documentos
Corporate Profile
Financial Highlights
Corporate Structure
Board Of Directors
96 List Of Properties
6
8
Corporate Information
Profile Of Directors
Internal Control
28 Financial Statements
98 Analysis Of Shareholdings
101 Notice Of Sixteenth
Corporate Profile
The Group has received numerous accolades and awards over the years, including
The Edge Billion Ringgit Clubs inaugural Company of the Year Award in 2010,
Export Excellence & Brand Excellence in the Industry Excellence Awards in
2009 and 2008, Special Award & 4th placing in the prestigious Deloittes Top 50
Enterprise Award Malaysia in 2006, Export Excellence & Product Excellence
in the Industry Excellence Awards in 2003, the National Productivity Council
Award in 1999 and Andersen Consulting Top 50 Enterprise in Malaysia in
1998. One of the founders, Dato Seri Stanley Thai himself, also won 2 very
prestigious awards in 2010, i.e. Malaysias Ernst & Young Entrepreneur of The
Year Award 2010 and Malaysias CEO of The Year Award 2010.
Supermax is well recognized for its commitment to deliver quality products and
service to its customers. These accomplishments testify to the Groups relentless
efforts in enhancing productivity in order to compete in the global market.
Financial Highlights
2012
RM000
2011
RM000
Revenue
997,374
1,021,358
Pre-tax profit
137,306
112,132
After-tax profit
121,412
104,051
Net assets
833,780
769,038
1,254,079
1,205,430
Paid-up capital
340,077
170,039
Shareholders equity
833,780
769,038
Interim Dividend
13,583
10,202
Final Dividend
20,375*
11,903
Total assets
1.23
2.26
17.92
30.63
PRE-TAX PROFIT
NET ASSETS
(RM000)
(RM000)
137,306
833,780
997,374
(RM000)
SHAREHOLDERS
EQUITY
(RM000)
BASIC EARNINGS
PER SHARE
(RM000)
2012
RM000
2010
RM000
2009
RM000
2008
RM000
Revenue
997,374 1,021,358
977,281
803,633
811,824
Pre-tax profit
137,306
112,132
183,835
151,470
51,998
Net Assets
833,780
769,038
691,524
558,835
416,380
Shareholders Equity
833,780
769,038
691,524
558,835
416,380
33,958
22,105
25,490
29,636
8,621
47.98
38.56
14.26
Dividend Payout
Basic Earnings per share (sen)
2011
RM000
17.86
33,987
833,780
(RM000)
DIVIDEND PAYOUT
17.92 30.63
Corporate Structure
100
100
100
100
100
100
100
100
90
100
100
100
100
100
Corporate Information
Board of Directors
Dato Seri Thai Kim Sim, Stanley
(Executive Chairman and Group Managing Director)
Datin Seri Tan Bee Geok, Cheryl
(Group Executive Director)
Dato Ting Heng Peng
(Independent Non-Executive Director)
Dato Dr. Tan Geok Swee @ Tan Chin Huat
(Non-Executive Director)
Gong Wooi Teik, Felix
(Independent Non-Executive Director)
Shamsudin @ Samad Bin Kassim
(Independent Non-Executive Director)
Rashid Bin Bakar
(Independent Non-Executive Director)
AUDIT COMMITTEE
Gong Wooi Teik, Felix
Chairman, Independent Non-Executive Director
Rashid Bin Bakar
Member, Independent Non-Executive Director
Shamsudin @ Samad Bin Kassim
Member, Independent Non-Executive Director
Company Secretaries
Wong Wai Foong (MAICSA 7001358)
Ng Yen Hoong (LS 008016)
Corporate Office
Supermax Corporation Berhad
Lot 38, Putra Industrial Park
Bukit Rahman Putra
47000 Sungai Buloh
Selangor Darul Ehsan
Tel: 03 6145 2328
Fax: 03 6156 2191
Registered Office
Level 18, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Tel: 03-2264 8888
Fax: 03-2282 2733
share Registrar
Tricor Investor Services Sdn. Bhd. (118401V)
Level 17, The Gardens North Tower
Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Tel: 03 2264 3883
Fax: 03 2282 1886
Principal Bankers
The Royal Bank of Scotland Berhad (301923 - A)
HSBC Bank Malaysia Berhad (127776 - V)
Malayan Banking Berhad (3813 - K)
Oversea-Chinese Banking Corporation Ltd, Labuan Branch (940026C)
Auditors
Baker Tilly Monteiro Heng, AF0117
Chartered Accountants
22-1, Jalan Tun Sambanthan 3
50470 Kuala Lumpur
Tel : 03- 2274 8988
Fax : 03- 2260 1708
Stock Information
Code No. 7106
Name: SUPERMX
Board of directors
Profile of directors
Dato Seri Thai Kim Sim, Stanley
Executive Chairman and Group Managing Director
Aged 52, Malaysian
Appointed on 18 June 2000
Dato Seri Stanley Thai graduated from the University of Windsor, Ontario, Canada with
a Bachelor of Commerce degree (Hons) in 1982. Dato Seri Stanley Thai started his early
business training with Mulpha International Berhad before being appointed as the Chief
Executive Officer and Group Managing Director of Supermax Corporation Berhad on 18 June
2000. Dato Seri Stanley Thai was re-designated as Executive Chairman and Group Managing
Director on 27 September 2006. Dato Seri Stanley Thai is an experienced businessman
and has successfully secured business partnerships with distributions in North American,
Western Europe, Australia, New Zealand, Middle East and Latin American countries. Dato
Seri Stanley Thai has also been actively involved in overseas trade promotions and programs
organised by the Ministry of International Trade and Industry (MITI) and is a strong advocate
of the Made in Malaysia for the World program of Malaysia External Trade Development
Corporation (MATRADE) since 1983.
Datin Seri Tan Bee Geok, Cheryl
Group Executive Director
Aged 51, Malaysian
Appointed on 18 June 2000
Datin Seri Cheryl Tan graduated with a Bachelor of Commerce degree (Hons) from University
of Windsor, Ontario, Canada. Datin Seri Cheryl Tan was appointed as an Executive Director
in Supermax Corporation Berhad on 18 June 2000 and she is the Chairperson of the
Remuneration Committee. Datin Seri Cheryl Tan received her early business training in credit
administration with a local financial institution. Datin Seri Cheryl Tan heads the finance,
operations and administration of the Supermax Group
Dato Ting Heng Peng
Independent Non-Executive Director
Aged 52, Malaysian
Appointed on 18 June 2000
Dato Ting graduated from University of Windsor, Ontario, Canada with a Bachelor of
Commerce degree (Hons) in 1982. Upon graduation, he went to England where he read law at
the University of Essex. Dato Ting obtained his Bachelor of Law (Hons) in 1985. Following
Dato Tings admission as a barrister to Lincolns Inn, London in 1986, Dato Ting came
back to Malaysia and was called to the Malaysian Bar in 1987. Dato Ting has been in legal
practice as advocate and solicitor in the legal firm of Amin-Tan & Co from October 1987
until May 2007. Since 1 June 2007, Dato Ting is a Partner of Joseph Ting & Co. Dato Ting
is currently a member of the Remuneration Committee and Nomination Committee. Dato
Ting is also an Independent Non Executive Director of D.B.E. Gurney Resources Berhad as
well as an Audit Committee Member of CSF Group PLC, a company listed on London Stock
Exchange in Alternative Investment Market.
Dato Dr. Tan Geok Swee @ Tan Chin Huat
Non-Executive Director
Aged 62, Malaysian
Appointed on 18 June 2000
Dato Dr. Tan, PhD in Business Administration, appointed as a Non-Executive Director of
Supermax Corporation Berhad on 18 June 2000 and he is the Chairman of the Nomination
Committee. Dato Tan is actively involved in event management and he is currently the
Chairman of MIFF (Malaysia International Furniture Fair), the biggest exhibition in ASEAN
region. He is also the Executive Advisor to the KL & Selangor Furniture Industry Association.
Profile of directors
Mr Gong Wooi Teik, Felix
Independent Non-Executive Director
Aged 62, Malaysian
Appointed on 28 December 2001
Mr Gong is a Fellow Member of The Institute of Chartered Accountants in England & Wales,
member of the Malaysian Institute of Accountants and Fellow Member of the Malaysian
Institute of Taxation. After qualifying as a Chartered Accountant in England in 1976, he
returned to Malaysia in early 1977 and worked for two of the big 4 Accounting Firms before
he started his own accounting firm in 1980. He is currently the Managing Partner of GEP
Associates, which is a member firm of AGN International. Mr Gong was appointed as an
Independent Non-Executive Director of Supermax Corporation Berhad on 28 December 2001
and he is the Chairman of the Audit Committee. He is also a Director of Nikko Electronics
Berhad (In Liquidation) and Cheetah Holdings Berhad.
Encik Shamsudin @ Samad Bin Kassim
Independent Non-Executive Director
Aged 66, Malaysian
Appointed on 18 July 2002
Encik Samad graduated with a Bachelors degree in Economics from University of Malaya in
1970. Subsequently, he obtained Master in Public and International Affairs from University
of Pittsburgh in 1979. He was appointed as an Independent Non Executive Director of
Supermax Corporation on 18 July 2002 and he is a member of the Audit Committee and
Nomination Committee. He is currently Director of Century Logistics Holdings Berhad,
Ingress Corporation Berhad, Kinsteel Berhad, BHS Industries Berhad, Perwaja Steel Berhad,
Multi-Code Electronic Industries (M) Berhad and Master Tec Holdings Berhad. He worked in
the Ministry of International Trade and Industry (MITI) and its agencies for fifteen years from
1985 and was Chief Executive Officer of SMIDEC since 1 January 2000 and left SMIDEC in
retirement on September 2001.
Encik Rashid Bin Bakar
Independent Non-Executive Director
54, Malaysian
Appointed on 18 July 2002
Encik Rashid holds a Master in Law from UKM and he is a graduate of UiTM with a Bachelor
of Law (Hons). Encik Rashid also has a Diploma in Syariah Law and Practice from UIAM and
Public Administration from UiTM. His business occupation is advocates and solicitors. He
was appointed as an Independent Non-Executive Director of Supermax Corporation Berhad
on 18 July 2002 and he is a member of the Audit Committee and Remuneration Committee.
Conflict of interest
None of the Directors of the Company has any conflict of
interest with the Company.
List of convictions for offences within past 10 years other
than traffic offences
None of the Directors of the Company has been convicted
for offences within the past ten (10) years other than traffic
offences, if any.
Shareholdings in the Company and its subsidiaries
Details are set out on page 100 of the Annual Report
Executive Chairman
and Group Managing Director
10
11
12
13
Thank you.
Dato Seri Stanley Thai
Founder, Executive Chairman and Group Managing Director
April 30, 2013
14
15
16
17
18
19
Total No. of
Meetings
Meetings
6
6
6
6
6
Attended
6
5
6
6
5
The Group Managing Director of the Company undertakes the responsibility to ensure that the agenda and full set of Board
papers (including qualitative information of the Company) for consideration are distributed well before each meeting of the
Board to ensure that the Directors have sufficient time to study them and be properly prepared for discussion and decision
making. Minutes of Board meetings are maintained.
All Directors of the Company whether in full Board or in their individual capacity, have access to all information within the
Company and to seek independent professional advice where necessary and in appropriate circumstances, in furtherance of
their duties.
The Directors have access to the advice and services of the Company Secretary who is responsible for ensuring the Board
meeting procedures are followed and that applicable rules and regulations are complied with.
20
The duties and responsibilities of the Nomination Committee are as follows: a) To recommend to the Board of Directors, candidates for directorships to be filled by the Shareholders or the Board of
Directors;
b) To consider, in making its recommendations, candidates for directorships proposed by the Group Managing Director and,
within the bounds of practicability, by any other senior executive or any Director or Shareholder;
c) To recommend to the Board, Directors to fill the seats on the Board committees;
d) To assist the Board to annually review its required mix of skills and experience and other qualities, including core
competencies, which Non-Executive Directors should bring to the Board;
e) To assess the effectiveness of the Board of Directors as a whole and each individual Director/Committee of the Board; and
f) To consider and examine such other matters as the Nomination Committee considers as appropriate.
Directors Training
All the Directors of the Company have attended the Mandatory Accredition Programme (MAP) prescribed by Bursa Securities
for directors of public listed companies. The Directors will also attend various trainings to keep abreast with developments in
relation to the capital markets, relevant changes in laws and regulations and/or the business environment from time to time.
In 2012, the Directors attended the following seminars and briefings conducted by the regulatory authorities and members of
professional bodies, in order to stay abreast with the latest developments in the industry and to better enable them to fulfill their
responsibilities:Encik Shamsudin @ Samad Bin Kassim attended the following programs:
1) Role of Audit Committee in Assuring Audit Quality, Governance Program Institute of Accountants organized by Bursa Malaysia
2) Navigating Turbulence, MICPA-Bursa Malaysia Business Forum by Malaysian Institute of Certified Public Accountants
3) Audit Committee and Chief Audit Executive Forum: Enhancing Internal Audits Value by Institute of Internal Audit
Malaysia
Mr Gong Wooi Teik, Felix attended the following programs:
1) Implementing Audit Quality Control, organised by Malaysian Institute of Accountants
2) Auditors Risk Assessment Procedures, organized by Malaysian Institute of Accountants
3) Updates of the 2012 IFRS-Compliant MFRSs Preparing for Convergence to IFRSs organized by The Malaysian Institute
of Certified Public Accountants
21
The duties and responsibilities of the Remuneration Committee are as follows:a) To review and assess the remuneration packages of the Executive Directors in all forms, with or without other independent
professional advice or other outside advice;
b) To ensure the levels of remuneration be sufficiently attractive and be able to retain Directors needed to run the Company successfully;
c) To structure the component parts of remuneration so as to link rewards to corporate and individual performance and to
assess the needs of the Company for talent at Board level at a particular time; and
d) To consider and examine such other matters as the Remuneration Committee considers appropriate.
The remuneration of the non-executive directors is determined in accordance with their experience and level of responsibilities
assumed. Non-executive directors are remunerated in the form of directors fees as approved by the shareholders.
The aggregate Directors remuneration paid or payable or otherwise made available to all Directors of the company during the
financial year are as follows:
Category
Executive Directors
Non-executive Directors
Fees
104,000
240,000
Benefit in
kind
-
134,360
The number of Directors of the Company whose income from the Company falling within the following bands are:
Executive Directors
Remuneration
Number
2
RM 0 - RM 50,000
22
Number
5
SECTION C: SHAREHOLDERS
Dialogue with investors and shareholders
The AGM is the principal forum for dialogue with shareholders. At each AGM, the Board presents the progress and performance
of the business and shareholders are encouraged to participate in the questions and answers session.
SECTION D ACCOUNTABILITY AND AUDIT
Directors Responsibility 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 end of the financial year.
The Directors consider that in preparing the financial statements, the Group has used appropriate accounting policies,
consistently applied and supported by reasonable and prudent judgements and estimates, and that all applicable accounting
standards have been followed.
The Directors have responsibility for ensuring that the Company and the Group keep accounting records which disclose with
reasonable accuracy the financial position of the Company and the Group and which enable them to ensure that the financial
statements comply with the Companies Act, 1965.
The Directors have general responsibility for taking such steps as are reasonably open to them to safeguard the assets of the
Company and the Group and to prevent and detect fraud and other irregularities.
Financial Reporting
The Directors are responsible for the preparation of the annual audited financial statements and ensure that the accounts and
other financial reports of the Company are prepared in accordance with Approved Accounting Standards and present a balanced
and comprehensive assessment of the Companys position and prospects, to all the shareholders.
The Companys Annual Report and quarterly announcements of results give an updated financial performance of the Company
periodically.
Audit Committee
The Audit Committee comprises three Independent Non-Executive Directors with Mr Gong Wooi Teik, Felix as the Chairman
of the Committee. The composition and Terms of Reference of the Audit Committee are also provided in this report.
The Audit Committee has explicit authority from the Board to investigate any matter and is given full responsibility within its
Term of Reference and necessary resources which it need to do so and full access to information. The Audit Committee also
meets twice a year with the External Auditors without the presence of the Executive Board members.
23
January
February
10,300
589,700
May
401,000
Total
1,002,000
December
24
1,000
Highest
Average
2.140
2.140
2.140
2.120
1.820
1.980
1.820
2.150
1.890
1.980
2.150
22,203.87
2.135
1,259,912.32
1.980
2,022.60
1.855
1.985
757,065.87
2,041,204.66
25
26
The overall system of internal control was satisfactory and has not resulted in any material losses, contingencies or uncertainties
that would require public disclosure.
Internal Review and Audit
The inhouse Internal Audit Department was established in 2003. The Internal Auditors review the internal controls on the
key activities of the Group on the basis of a detailed annual internal audit plan. The internal audit functions are to minimise
the Companys exposure to risk and problems. The Internal Auditors will continue to come up with proactive measures or
corrective actions to manage and mitigate potential business and operational risks. In the event of any unavoidable cases, the
Internal Auditors will do a thorough review and resolve the issues immediately.
Review of the Statement by External Auditors
The external auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the annual report
of the Bank for the year ended 31 December 2012 and reported to the Board that nothing has come to their attention that causes
them to believe that the statement is inconsistent with their understanding of the process adopted by the Board in reviewing the
adequacy and effectiveness of the risk management and internal control system.
27
Financial
Statement
29 Directors Report 33 Statements of Financial Position
35 Statements of Comprehensive Income 36 Statement of Changes In Equity
37 Statements of Cash Flows 39 Notes to the Financial Statements
92 Supplementary Information on the Disclosure
of Realised and Unrealised Profits or Losses
Directors Report
The directors hereby submit their report together with the audited financial statements of the Group and of the Company for the
financial year ended 31st December 2012.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding whilst the principal activities of the subsidiaries are as stated in
Note 22 to the financial statements. There have been no significant changes to the nature of these principal activities during the
financial year.
RESULTS
Group Company
RM RM
Net profit for the financial year
121,412,144
3,249,104
Attributable to:-
Owners of the parent
121,717,800
3,249,104
Non-controlling interest
(305,656)
121,412,144
3,249,104
DIVIDENDS
Dividends paid by the Company since the end of the previous financial year were as follows: RM
In respect of the financial year ended 31st December 2011:-
Final dividend of 3.5% per ordinary share of RM0.50, tax exempt, paid on 28th June 2012
11,885,189
The directors proposed a final tax exempt dividend of 6% per ordinary share of RM0.50 amounting to RM20,374,586/- in
respect of the current financial year. The proposed dividend is subject to approval by the shareholders at the forthcoming
Annual General Meeting and has not been included as a liability in the financial statements.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the
financial statements.
BAD AND DOUBTFUL DEBTS
Before the statements of comprehensive income and statements of financial position of the Group and of the Company were
made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts
and the making of allowance for doubtful debts, and had satisfied themselves that all known bad debts had been written off and
adequate allowance had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances that would render the amount written off for bad
debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate
to any substantial extent.
CURRENT ASSETS
Before the statements of comprehensive income and statements of financial position of the Group and of the Company were
made out, the directors took reasonable steps to ensure that any current assets, other than debts, which were unlikely to be
realised in the ordinary course of business, their values as shown in the accounting records of the Group and of the Company
had been written down to an amount that they might be expected to be realised.
At the date of this report, the directors are not aware of any circumstances that would render the values attributed to the current
assets in the financial statements of the Group and of the Company misleading.
29
Directors Report
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances have arisen which render adherence to the existing
methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
At the date of this report, there does not exist:(i)
any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures
the liabilities of any other person, or
(ii)
any contingent liability in respect of the Group and of the Company that has arisen since the end of the financial year.
In the opinion of the directors, no contingent liabilities or other liabilities of the Group and of the Company have become
enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which,
will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due,
other than as disclosed in Note 32 to the financial statements.
CHANGE OF CIRCUMSTANCES
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 Group and of the Company that would render any amount stated in the financial statements misleading.
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Group and of the Company for the financial year were not, in the opinion of the directors,
substantially affected by any item, transaction or event of a material and unusual nature.
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, in the opinion of the directors, to affect substantially the results of the operations of the
Group and of the Company for the financial year in which this report is made.
ISSUE OF SHARES AND DEBENTURES
During the financial year, the issued and paid-up ordinary share capital of the Company has been increased from RM170,038,720/to RM340,077,440/- by way of the allotments of 340,077,440 ordinary shares of RM0.50 each pursuant to the bonus issue of
the Company on the basis of one bonus share for every one existing Companys shares held.
The new shares issued rank pari passu in all respects with the then existing ordinary shares of the Company.
The Company has not issued any debentures during the financial year.
TREASURY SHARES
Treasury shares relate to ordinary shares of the Company that are held by the Company. The amount consists solely of the
acquisition costs of treasury shares.
The Company acquired 1,002,000 shares in the Company through purchases on the Bursa Malaysia Securities Berhad during
the financial year. The total amount paid to acquire the shares was RM2,041,204/- and this was presented as a component within
shareholders equity.
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. The repurchase transactions were
financed by internally generated funds. The shares repurchased are being held as treasury shares.
30
Directors Report
DIRECTORS
The directors in office since the date of the last report are:Dato Seri Thai Kim Sim
Datin Seri Tan Bee Geok
Dato Ting Heng Peng
Dato Dr. Tan Geok Swee @ Tan Chin Huat
Gong Wooi Teik
Shamsudin @ Samad Bin Kassim
Rashid Bin Bakar
In accordance with the requirements of the Companies Act, 1965 in Malaysia and Article 88 of the Articles of Association of
the Company, Dato Ting Heng Peng and Gong Wooi Teik retired by rotation at the forthcoming Annual General Meeting and
being eligible, offer themselves for re-election.
DIRECTORS INTERESTS
According to the Register of Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 in
Malaysia, the interests of those directors who held office at the end of the financial year in shares and options in the Company
during the financial year ended 31st December 2012 are as follows:
Number of ordinary shares of RM0.50 each
At Alloted/ At
1.1.2012 bought Sold 31.12.2012
Company
Direct Interest
Dato Seri Thai Kim Sim
69,517,722
69,517,722
-
139,035,444
Datin Seri Tan Bee Geok
51,457,942
51,457,942
-
102,915,884
Dato Dr. Tan Geok Swee @ Tan Chin Huat
5,789,060
5,789,060
-
11,578,120
Dato Ting Heng Peng
2,111,000
2,111,000
-
4,222,000
Gong Wooi Teik
1,534,243
1,534,243
-
3,068,486
Shamsudin @ Samad Bin Kassim
330,888
378,528
-
709,416
Rashid Bin Bakar
31,250
31,250
-
62,500
Indirect Interest
Dato Seri Thai Kim Sim*
51,457,942
51,457,942
-
102,915,884
Datin Seri Tan Bee Geok*
69,517,722
69,517,722
-
139,035,444
*
These are their spouses interest in the ordinary shares of the Company which shall be treated as their interest in the
ordinary shares of the Company pursuant to Section 134(12)(c) of the Companies Act, 1965 in Malaysia.
By virtue of their interests in shares of the Company, Dato Seri Thai Kim Sim and Datin Seri Tan Bee Geok are deemed to
have an interest in shares of all the subsidiary companies to the extent the Company has an interest in the subsidiary companies.
31
Directors Report
DIRECTORS BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive a benefit
(other than benefit included in the aggregate amount of emoluments received or due and receivable by the directors shown in
the financial statements) by reason of a contract made by the Company or a related corporation with the director or with a firm
of which the director is a member, or with a company in which the director has a substantial financial interest.
Neither during nor at the end of the financial year was the Company a party to any arrangement whose object was to enable
the directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body
corporate.
AUDITORS
The auditors, Messrs Baker Tilly Monteiro Heng, have expressed their willingness to continue in office.
On behalf of the Board,
32
31.12.2012 31.12.2011 1.1.2011
Note RM
RM
RM
Group
ASSETS
Non-current assets
Property, plant and equipment
3
446,847,853
402,200,291
387,911,758
Investment property
4
473,110
486,181
499,252
Prepaid land lease payments
5
4,551,846
4,615,975
4,680,102
Other investment
6
-
-
4,000,000
Investment in associates
7
209,874,119
228,357,681
193,521,643
Goodwill on consolidation
8
28,715,854
28,715,854
28,715,854
Deferred tax assets
9
-
-
960,990
Total non-current assets
690,462,782
664,375,982
620,289,599
Current assets
Inventories
Trade receivables
Other receivables
Other current assets
Amount owing by associates
Cash and bank balances
10
11
11
12
13
14
233,786,632
100,822,162
4,413,405
652,747
101,078,141
122,863,481
223,139,651
104,479,257
11,167,328
7,568,806
90,215,842
104,483,446
133,088,304
113,612,167
5,760,998
1,510,393
93,735,639
97,375,650
563,616,568
541,054,330
445,083,151
TOTAL ASSETS
1,254,079,350
1,205,430,312
1,065,372,750
834,031,555
(251,437)
833,780,118
769,090,852
(52,524)
769,038,328
691,467,950
55,716
691,523,666
Non-current liabilities
Loans and borrowings
18
115,187,503
140,464,445
140,529,016
Deferred tax liabilities
9
19,993,037
18,206,050
13,581,000
135,180,540
158,670,495
154,110,016
Trade payables
Other payables
Loans and borrowings
Tax payables
21
21
18
76,930,128
40,993,394
162,922,784
4,272,386
59,970,951
27,287,907
190,462,631
-
40,097,568
20,178,310
155,145,591
4,317,599
Total liabilities
420,299,232
285,118,692
1,254,079,350
277,721,489
436,391,984
1,205,430,312
219,739,068
373,849,084
1,065,372,750
33
203,723,553
203,500,117
201,603,807
Current assets
Other receivables
11
233,248
226,998
269,876
Other current assets
12
37,723
51,092
56,911
Amount owing by subsidiaries
23
291,557,693
301,222,668
137,912,168
Amount owing by associates
13
294,301
294,301
4,242,301
Cash and bank balances
14
629,368
13,737,278
884,835
Total current assets
TOTAL ASSETS
292,752,333
496,475,886
315,532,337
519,032,454
143,366,091
344,969,898
387,868,905
398,546,194
250,883,746
Non-current liability
Loans and borrowings
18
79,505,900
104,560,500
82,574,555
Current liabilities
Other payables
21
52,995
83,260
269,844
Amount owing to a subsidiary
23
7,639,986
-
Loans and borrowings
18
21,408,100
15,842,500
11,241,753
Total current liabilities
Total liabilities
29,101,081
108,606,981
496,475,886
34
15,925,760
120,486,260
519,032,454
11,511,597
94,086,152
344,969,898
Group Company
2012 2011 2012 2011
Note
RM RM RM RM
Revenue
25
997,374,339
1,021,357,920
-
181,094,187
Other operating income
8,499,562
6,135,896
4,754,750
2,323,057
Changes in inventories in
finished goods and work in progress
(106,319,855)
55,903,456
-
Purchases
(605,399,316)
(852,231,915)
-
Directors remuneration
26
(7,132,082)
(5,428,040)
(372,500)
(371,000)
Staff costs
27
(54,598,882)
(53,179,478)
-
Depreciation and amortisation
of property, plant and equipment
3
(24,279,234)
(24,013,498)
-
Depreciation of investment property
4
(13,071)
(13,071)
-
Amortisation of prepaid lease
payments on leasehold land
5
(64,129)
(64,127)
-
Other operating expenses
27
(85,390,292)
(58,660,567)
(1,133,146)
(8,179,491)
Finance costs
28
(8,746,244)
(12,545,113)
-
Share in profits of associates
23,374,792
34,836,038
-
Interest income
29
-
34,682
-
1,882
137,305,588
(15,893,444)
121,412,144
112,132,183
(8,080,823)
104,051,360
3,249,104
-
3,249,104
174,868,635
174,868,635
(42,848,080)
664,725
-
Total comprehensive
income for the financial year
78,564,064
104,716,085
3,249,104
174,868,635
Profit attributable to:-
Owners of the parent
121,717,800
104,164,069
3,249,104
Non-controlling interest
(305,656)
(112,709)
-
-
121,412,144
104,051,360
3,249,104
-
Total comprehensive income
attributable to:-
Owners of the parent
78,867,096
104,829,089
3,249,104
174,868,635
Non-controlling interest
(303,032)
(113,004)
-
-
78,564,064
104,716,085
3,249,104
174,868,635
Earnings per ordinary share
attributable to owners of
the parent
Basic (sen per share)
31
17.92
30.63
Diluted (sen per share)
31
17.92
30.63
35
36
340,077,440
(251,437) 833,780,118
104,119
(11,885,189)
(2,041,204)
769,038,328
78,564,064
(76,257,765)
-
-
170,038,720
-
-
340,077,440
76,257,765
-
170,038,720
-
76,257,765
-
170,038,720
-
(2,041,204)
-
-
(2,041,204)
-
-
-
-
49,832,669
(93,780,955)
(11,885,189)
-
152,249,709
3,249,104
(27,206,187)
4,587,261
174,868,635
387,868,905
(11,885,189)
(2,041,204)
398,546,194
3,249,104
(27,206,187)
250,883,746
174,868,635
Attributable to Owners of the Parent
Non-distributable Distributable
Issued Share Share Treasury
Retained Total
Company
Note
Capital
Premium
Shares
Profits
Equity
RM
RM
RM
RM
RM
Attributable to Owners of the Parent
Non-distributable Distributable Non-
Issued Share Share Treasury Translation
Retained controlling Total
Group
Note
Capital
Premium
Shares
Reserve
Profits
Total
Interest
Equity
RM
RM
RM
RM
RM
RM
RM
RM
154,515,399
117,832,793
(10,646,981)
(3,214,353)
6,022,994
(10,862,299)
16,965,332
13,925,312
(90,051,347)
17,431,407
(4,895,165)
3,519,797
19,418,317
6,528,254
3,849,641
1,255,566
-
-
(6,250)
-
-
(30,265)
42,878
3,948,000
(186,584)
Tax paid
Tax refunded
Interest received
166,705,404
(3,395,784)
277,691
-
69,784,056
(13,702,045)
320,085
34,682
3,813,126
(39,793)
53,162
-
5,059,860
(16,799)
22,618
1,882
-
-
-
(69,151,524)
-
-
-
(38,133,486)
(38,133,486)
17,304,961
-
(223,436)
-
17,081,525
(163,310,500)
181,094,187
(1,896,310)
-
(11,885,189)
(8,746,244)
(494,165)
(27,206,187)
(12,545,113)
(1,233,018)
(11,885,189)
-
-
(27,206,187)
-
(3,180,765)
(27,451,585)
31,168,397
(22,145,945)
-
(20,089,600)
19,103,692
(22,098,302)
(2,041,204)
19,671,232
-
-
(2,041,204)
163,587,311
(69,151,524)
(75,897,454)
56,436,778
(12,290,634)
3,826,495
(34,015,993)
5,067,561
15,887,377
(8,102,495)
37
18,538,333
6,012,658
(158,298)
12,852,443
1,095,138
63
104,483,446
97,375,650
13,737,278
884,835
122,863,481
104,483,446
629,368
13,737,278
122,863,481
104,483,446
629,368
13,737,278
38
(13,107,973)
GENERAL INFORMATION
The Company is principally an investment holding company. The subsidiaries are principally involved in the manufacturing
and sales of latex gloves. There have been no significant changes to the nature of these principal activities during the
financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and listed on the Main Market
of the Bursa Malaysia Securities Berhad.
he registered office of the Company is located at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed
T
Putra, 59200 Kuala Lumpur, Malaysia.
The principal place of business of the Company is located at Lot 38, Putra Industrial Park, Bukit Rahman Putra, 47000
Sungai Buloh, Selangor Darul Ehsan, Malaysia.
The financial statements are expressed in Ringgit Malaysia.
The financial statements of the Group and of the Company have been authorised for issue by the Board of Directors in
accordance with a resolution of the directors on 26th April 2013.
39
40
Effective for
financial periods
beginning on
or after
Financial Instruments
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Revised MFRSs
MFRS 119
MFRS 127
MFRS 128
Employee Benefits
Separate Financial Statements
Investments in Associates and Joint Ventures
Amendments/Improvements to MFRSs
MFRS 1
First-time Adoption of Malaysian Financial Reporting Standards
MFRS 7
Financial Instruments: Disclosures
MFRS 10
Consolidated Financial Statements
MFRS 11
Joint Arrangements
MFRS 12
Disclosure of Interests in Other Entities
MFRS 101
Presentation of Financial Statements
MFRS 116
Property, Plant and Equipment
MFRS 127
Separate Financial Statements
MFRS 132
Financial Instruments: Presentation
MFRS 134
Interim Financial Reporting
New IC Int
IC Int 20
Amendments to IC Int
IC Int 2
Members Shares in Co-operative Entities & Similar Instruments
41
42
Investments in subsidiaries are measured in the Companys statement of financial position at cost less any
impairment losses, unless the investment is held for sale or distribution. The cost of investments includes
transaction costs.
The accounting policies of subsidiaries are changed when necessary to align them with the policies
adopted by the Group.
43
Business combinations are accounted for using the acquisition method from the acquisition date, which is
the date on which control is transferred to the Group.
The Group has changed its accounting policy with respect to accounting for business combinations.
From 1st January 2011, the Group has applied MFRS 3 Business Combination (Revised) in accounting
for business combinations. The change in accounting policy has been applied prospectively in accordance
with the transitional provisions provided by the standard and does not have impact on earnings per share.
For acquisition on or after 1st January 2011, the Group measures goodwill at the acquisition date as: The fair value of the consideration transferred; plus
The recognised amount of any non-controlling interest in the acquiree; plus
If the business combination is achieved in stages, the fair value of the existing equity interest in the
acquiree; less
The net recognised amount (generally fair value) of the identifiable assets acquired and liabilities
assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
The consideration transferred does not include amounts related to the settlement of pre-existing
relationships. Such amounts are generally recognised in profit or loss.
Costs related to the acquisition, other than those associated with the issue of debt or equity securities, that
the Group incurs in connection with a business combination are expensed as incurred.
Any contingent consideration payable is recognised at fair value at the acquisition date. If the contingent
consideration is classified as equity, it is not remeasured and settlement is accounted for within equity.
Otherwise, subsequent changes to the fair value of the contingent consideration are recognised in profit or
loss.
For acquisition between 1st January 2006 and 1st January 2011, goodwill represents the excess of the
cost of the acquisition over the Groups interest in the recognised amount (generally fair value) of the
identifiable assets, liabilities and contingent liabilities of the acquiree. When the excess was negative, a
bargain purchase gain was recognised immediately in profit or loss.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group
incurred in connection with business combinations were capitalised as part of the cost of the acquitision.
For acquisition prior to 1st January 2006, goodwill represents the excess of the cost of the acquisition over
the Groups interest in fair values of the net identifiable assets and liabilities.
44
The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control
as equity transactions between the Group and its non-controlling interest holders. Any difference between
the Groups share of net assets before and after the change, and any consideration received or paid, is
adjusted to or against the Groups reserve.
The Group applied MFRS 127 Consolidated and Separate Financial Statements (Revised) since the
beginning of the reporting period in accordance with the transitional provisions provided by the standard
and does not have impact on earnings per share. Upon the loss of control of a subsidiary, the Group
derecognises the assets and liabilities of the subsidiary, any non-controlling interest and the other
components of equity related to the subsidiary. Any surplus or deficit arising on the loss of control is
recognised in profit or loss. If the Group retains any interest in the previous subsidiary, then such interest
is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity
accounted investee or as an available-for-sale financial asset depending on the level of influence retained.
In the previous financial years, if the Group retained any interest in the previous subsidiary, such interest
was measured at the carrying amount at the date that control was lost and this carrying amount would be
regarded as cost in initial measurement of the investment.
(v) Associates
Associates are entities, including unincorporated entities, in which the Group has significant influence, but
not control, over the financial and operating policies.
Investment in associates are accounted for in the consolidated financial statements using the equity
method less any impairment losses, unless it is classified as held for sale or distribution. The cost of the
investments included transaction costs. The consolidated financial statements include the Groups share
of the profit or loss and other comprehensive income of the equity accounted associates, after adjustments
if any, to align the accounting policies with those of the Group, from the date that significant influence
commences until the date that significant influence ceases.
When the Groups share of losses exceeds its interest in an associate, the carrying amount of that interest
including any long-term investments is reduced to zero, and the recognition of further losses is discontinued
except to the extent that the Group has an obligation or has made payments on behalf of the investee.
Investment in associates are measured at the Companys statement of financial position at cost less
any impairment losses, unless the investment is classified as held for sale or distribution. The cost of
investments includes transaction costs.
Non-controlling interest at the end of the reporting period, being the equity in a subsidiary not attributable
directly or indirectly to the equity holders of the Company, are presented in the consolidated statement
of financial position and statement of changes in equity within equity, separately from equity attributable
to the owners of the Company. Non-controlling interest in the results of the Group is presented in the
consolidated statement of comprehensive income as an allocation of the profit or loss and the comprehensive
income for the year between non-controlling interest and the owners of the Company.
Since the beginning of the reporting period, the Group has applied MFRS 127 Consolidated and Separate
Financial Statements (Revised) where losses applicable to the non-controlling interest in a subsidiary are
allocated to the non-controlling interest even if doing so causes the non-controlling interest to have a deficit
balance. This change in accounting policy is applied prospectively in accordance with the transitional
provisions of the standard and does not have impact on earnings per share.
In the previous years, where losses applicable to the non-controlling interest exceed their interests in the
equity of a subsidiary, the excess, and any further losses applicable to the non-controlling interest, were
charged against the Groups interest except to the extent that the non-controlling interest had a binding
obligation to, and was able to make additional investment to cover the losses. If the subsidiary subsequently
reported profits, the Groups interest was allocated with all such profits until the non-controlling interests
share of losses previously absorbed by the Group had been recovered.
ANNUAL REPORT 2012
45
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements.
Unrealised gains arising from transactions with equity accounted associates are eliminated against the
investment to the extent of the Groups interest in the associates. Unrealised losses are eliminated in the
same way as unrealised gains, but only to the extent that there is no evidence of impairment.
Goodwill is initially measured at cost. Following initial recognition, goodwill is measured at cost less
accumulated impairment losses.
For the purpose of impairment testing, goodwill acquired is allocated, from the acquisition date, to each of the
Groups cash-generating units that are expected to benefit from the synergies of the combination.
The cash-generating unit to which goodwill has been allocated is tested for impairment annually and whenever
there is an indication that the cash-generating unit may be impaired, by comparing the carrying amount of the
cash-generating unit, including the allocated goodwill, with the recoverable amount of the cash-generating unit.
Where the recoverable amount of the cash-generating unit is less than the carrying amount, an impairment loss
is recognised in the profit or loss. Impairment losses recognised for goodwill are not reversed in subsequent
periods.
Where goodwill forms part of a cash-generating unit and part of the operation within that cash-generating
unit is disposed of the goodwill associated with the operation disposed of is included in the carrying amount
of the operation when determining the gain or loss on disposal of the operation. Goodwill disposed of in this
circumstance is measured based on the relative fair values of the operations disposed of and the portion of the
cash-generating unit retained.
(c) Investments
Other investments are stated at cost less impairment losses, if any. The policy for the recognition and
measurement of impairment losses is in accordance with Note 2.3(n).
On disposal of an investment, the differences between net disposal proceeds and its carrying amount is
recognised in the profit or loss.
46
All property, plant and equipment are initially stated at cost. After recognition as an asset, items of property,
plant and equipment are carried at cost less accumulated depreciation and any accumulated impairment losses,
except for freehold land, factory building under construction and plant, machinery and equipment under
installation. The policy for the recognition and measurement of impairment losses is in accordance with Note
2.3(n).
Cost includes expenditure that is directly attributable to the acquisition of the asset. When significant parts of
an item of property, plant and equipment have different useful lives, they are accounted for as separate items of
property, plant and equipment.
The cost of replacing part of an item of property, plant and equipment is included in the assets carrying amount
or recognised as a separate asset, as appropriate, only when it is probable that the future economic benefits
associated with the part will flow to the Company and its cost can be measured reliably. The carrying amount of
the replaced part is derecognised. All other repairs and maintenance are charged to the profit or loss as incurred.
Freehold land is not depreciated as it has an infinite life. Factory building under construction and plant,
machinery and equipment under installation are not depreciated until the assets are ready for their intended
use. Depreciation is provided on a straight-line basis so as to write off the depreciable amount of the following
assets over their estimated useful lives, as follows:-
Long leasehold land
Factory buildings
Plant, machinery and equipment
Moulds and tools
Electrical fittings and factory equipment
Office equipment, furniture and fittings
Renovation
Motor vehicles
Signboard
Cabin
The residual values, useful lives and depreciation are reviewed and adjusted as appropriate at the end of the
reporting period.
The carrying amounts of items of property, plant and equipment are derecognised on disposal or when no future
economic benefits are expected from their use or disposal. Any gain or loss arising from the derecognition of
items of property, plant and equipment, determined as the difference between the net disposal proceeds, if any,
and the carrying amounts of the item, is included in profit or loss.
Investment properties are properties which are held either to earn rental income or for capital appreciation
or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial
recognition, investment properties are stated at cost less accumulated depreciation and any accumulated
impairment losses. Building is depreciated on a straight line basis to write off the cost over its estimated useful
life at an annual rate of 2%.
Investment properties are derecognised on disposal when the investment properties are permanently withdrawn
from use and no future economic benefit is expected from its disposal arising from derecognition, determined
as the difference between any net disposal proceeds and the carrying amount of the investment properties, are
recongised in profit or loss.
(f)
Assets financed by finance leases and hire purchase 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. The assets so capitalised are depreciated in accordance
with the accounting policy on property, plant and equipment.
47
Assets acquired by way of finance leases and hire purchase arrangements are stated at an amount equal
to the lower of their fair values and the present value of minimum lease payments at the inception of the
leases, less accumulated depreciation and impairment losses, if any. The policy for the recognition and
measurement of impairment losses is in accordance with Note 2.3(n) to the financial statements. The
corresponding liability is included in the statement of financial position as borrowings. In calculating the
present value of minimum lease payments, the discount factor used is the interest rate implicit in the lease,
when it is practicable to determine; otherwise, the Groups incremental borrowing rate is used. Property,
plant and equipment acquired under finance leases and hire purchase are depreciated over the shorter of
the estimated useful life of the asset and the lease term.
Lease payments are apportioned between the finance costs and the reduction of the outstanding liability.
Finance costs, which represent the difference between the total leasing commitments and the fair value of
the assets acquired, are recognised as an expense in the profit or loss over the term of the relevant lease
so as to produce a constant periodic rate of charge on the remaining balance of the obligations for each
accounting period.
An operating lease is a lease other than a finance lease. Lease payments under operating lease are
recognised as an expense in the profit or loss on a straight line basis over the lease period.
In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made
are allocated, whenever necessary, between the land and the buildings elements in proportion to the relative
fair values for leasehold interests in the land element and buildings element of the lease at the inception of
the lease. The up-front payment represents prepaid lease payment and is amortised on a straight-line basis
over the lease term.
(g) Inventories
Inventories are stated at the lower of cost and net realisable value. The cost of inventories is measured based on
first-in first-out basis.
The cost of inventories comprises the costs of purchase, costs of conversion plus other costs incurred to bring
the inventories to their present locations and conditions. The costs of manufactured finished goods and workin-progress consist of raw materials, consumables, direct labour and a proportion of manufacturing overheads.
Net realisable value is the estimated selling price in the ordinary course of business, less the costs of completion
and the estimated costs necessary to make the sale.
48
Financial instruments are recognised in the statements of financial position when, and only when, the Group
and the Company become a party to the contract provisions of the financial instrument.
A financial instrument is recognised initially, at its fair value, plus, in the case of a financial instrument not at
fair value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the
financial instrument.
An embedded derivative is recognised separately from the host contract and accounted for as a derivative if,
and only if, it is not closely related to the economic characteristics and risks of the host contract and the host
contract is not categorised at fair value through profit or loss. The host contract, in the event an embedded
derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the
host contract.
Financial assets are recognised in the statements of financial position when, and only when, the Group and the
Company become a party to the contractual provisions of the financial instrument.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial
assets not at fair value through profit or loss, directly attributable transaction costs.
The Group and the Company determine the classification of their financial assets at initial recognition, and the
categories include financial assets at fair value through profit or loss, loans and receivables, held-to-maturity
investments and available-for-sale financial assets.
(i) Financial Assets
Financial assets at fair value through profit or loss
Financial assets are classified as fair value through profit or loss if they are held for trading, including
derivatives, or are designated as such upon initial recognition.
Subsequent to initial recognition, financial assets at fair value through profit or loss are measured at fair
value with the gain or loss recognised in profit or loss. Exchange differences, interest and dividend income
on financial assets at fair value through profit or loss are recognised as other gains or losses in the profit
or loss.
Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market, trade and
other receivables and cash and cash equivalents are classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective
interest method. Gains and losses are recognised in profit or loss when the loans and receivables are
derecognised or impaired, and through the amortisation process.
Held-to-maturity investments
Financial assets with fixed or determinable payments and fixed maturity that are quoted in an active
market and the Group have the positive intention and ability to hold the investment to maturity is classified
as held-to-maturity.
Subsequent to initial recognition, held-to-maturity investments are measured at amortised cost using the
effective interest method. Gains and losses are recognised in profit or loss when the held-to-maturity
investments are derecognised or impaired, and through the amortisation process.
49
50
Provision for liabilities are recognised when the Group has a present obligation (legal or constructive) as
a result of a past event, it is probable that an outflow of economic resources will be required to settle the
obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at the end of each reporting period and adjusted to reflect the current best estimate.
If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the
provision is reversed. If the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used,
the increase in the provision due to the passage of time is recognised as a finance cost
51
Share Capital
Ordinary shares are recorded at the nominal value and the consideration in excess of nominal value of shares
issued, if any, is accounted for as share premium. Both ordinary shares and share premium are classified as
equity.
Dividends on ordinary shares are recognised as liabilities when proposed or declared before the end of the
reporting period. A dividend proposed or declared after the end of the reporting period, but before the financial
statements are authorised for issue, is not recognised as a liability at the end of the reporting period.
Costs incurred directly attributable to the issuance of the shares are accounted for as a deduction from share
premium, if any, otherwise it is charged to the profit or loss. Equity transaction costs comprise only those
incremental external costs directly attributable to the equity transaction which would otherwise have been
avoided.
When shares of the Company, that have not been cancelled, recognised as equity are reacquired, the amount
of consideration paid is recognised directly in equity. Reacquired shares are classified as treasury shares and
presented as a deduction from total equity. No gain or loss is recognised in profit or loss on the purchase, sale,
issue and cancellation of treasury shares. When treasury shares are reissued by resale, the differences between
the sales consideration and the carrying amount is recognised in equity.
The individual financial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The financial statements are
presented in Ringgit Malaysia (RM), which is the Companys functional currency and presentation currency.
(i) Foreign Currency Transaction
Transactions in foreign currencies are translated into RM at rates of exchange ruling at transaction dates.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are
translated into Ringgit Malaysia at the foreign exchange rates ruling at that date. Exchange differences
arising from the settlement of foreign currency transactions and from the translation of foreign currency
monetary assets and liabilities are included in the profit or loss.
Non-monetary items are measured in terms of historical cost in a foreign currency or translated using
the exchange rates as at the date of the initial transaction. Non-monetary items measured at fair value in
foreign currency are translated using the exchange rates at the date when the fair value was determined.
Exchange differences arising on the translation of non-monetary items carried at fair value are included in
the profit or loss for the period except for the differences arising on the translation of non-monetary items
in respect of which gains and losses are recognised directly in equity. Exchange differences arising from
such non-monetary items are also recognised directly in equity.
52
For the purpose of the statements of cash flows, cash and cash equivalents comprise of cash in hand, bank
balances, demand deposits and other short term, highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value. Cash and cash equivalents
are stated net of bank overdrafts and deposits pledged to the financial institution.
(n) Impairment
The Group and the Company assess at the end of each reporting period whether there is any objective evidence
that a financial asset is impaired.
(i) Impairment of Financial Assets
Trade and other receivables
To determine whether there is objective evidence that an impairment loss on financial assets have been
occurred, the Group and the Company consider factors such as the probability of insolvency or significant
delay in payments. For certain categories of financial assets, such as trade receivables, assets that are
assessed not to be impaired individually are subsequently assessed for impairment on a collective basis
based on similar characteristics. Objective evidence of impairment for a portfolio of receivables could
include the Groups and the Companys past experience of collecting payments, an increased in the
number of delayed payments in the portfolio past the average credit period and the observable changes in
national or local economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between the
assets carrying amount and the present value of estimated future cash flows discounted at the financial
assets original effective interest rate. The impairment loss is recognised in profit or loss.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced through the use of an
allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance
account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related
objectively to an event occurring after the impairment loss was recognised, the previously recognised
impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised
cost at the reversal date. The amount of reversal is recognised in profit or loss.
53
If there is objective evidence (such as significant adverse changes in the business environment where
the issuer operates, probability of insolvency or significant financial difficulties of the issuer) that an
impairment loss on financial assets carried at cost had been incurred, the amount of the loss is measured
as the difference between the assets carrying amount and the present value of estimated future cash flows
discounted at the current market rate of return for a similar financial asset. Such impairment losses are not
reversed in subsequent periods.
54
Employee Benefits
(i) Short Term Employee Benefits
Wages, salaries, social security contribution, bonuses and non-monetary benefits are accrued in the period
in which the associated services are rendered by the employees. Short term accumulating compensated
absences such as paid annual leave are recognised when services rendered by the employees that increase
their entitlement to future compensated absences. Short term non-accumulating compensated absences
such as sick leave are recognised when the absences occur.
(ii) Post-employment Benefits
The Group contributes to the Employees Provident Fund, the national defined contribution plan. The
contributions are charged to the profit or loss in the period to which the related service is performed. Once
the contributions have been paid, the Group has no further payment obligations.
55
56
57
58
At 1st January
2012
- 21,387,754
- 193,518,399
- 6,965,293 5,458,484 6,392,675 2,491,427 6,406,492
- 242,620,524
Charge for the
financial year
- 1,966,284
- 19,753,652
- 422,754 870,444
450,572
571,066 241,312 3,150
24,279,234
Written off
-
-
-
-
-
-
-
-
- (841,279)
-
(841,279)
Exchange
differences
-
(51,097)
-
-
-
-
(2,098)
(6,727)
(735) (19,991)
-
(80,648)
At 31st December
2012
- 23,302,941
- 213,272,051
- 7,388,047 6,326,830 6,836,520 3,061,758 5,786,534 3,150 265,977,831
Net book value
at 31st December
2012
53,769,908 102,046,115 18,159,900 212,306,312 26,480,363 12,500,790 5,956,841 1,979,330 12,387,143 1,201,301 59,850 446,847,853
Accumulated
depreciation
At 31st December
2012
53,769,908 125,349,056 18,159,900 425,578,363
26,480,363 19,888,837 12,283,671 8,815,850 15,448,901 6,987,835 63,000 712,825,684
Plant,
machinery
Office
Factory Plant,
and Electical equipment,
buildings machinery
equipment
fittings and furniture
Freehold Factory
under
and
under Mould
factory
and Motor
Group
land
buildings construction equipment installation and tools equipment
fittings
Renovation vehicles Cabin
Total
RM RM RM RM RM RM
RM RM RM
RM
RM RM
Cost
At 1st January 2012
47,695,863 126,379,823
1,025,000 402,047,535
8,557,750 19,596,217 11,060,210 8,144,255 12,444,479 7,869,683
- 644,820,815
Additions
407,420
683,126 17,134,900
8,501,095 32,952,346
292,620 1,227,805
684,472 7,204,740
- 63,000
69,151,524
Written off
-
-
-
-
-
-
-
-
- (841,279)
-
(841,279)
Exchange
differences
- (246,268)
-
-
-
-
(4,344)
(12,877)
(1,318) (40,569)
-
(305,376)
Reclassification
5,666,625 (1,467,625)
- 15,029,733 (15,029,733)
-
-
- (4,199,000)
-
-
-
59
60
At 31st December
2011
- 21,387,754
- 193,518,399
- 6,965,293 5,458,484 6,392,675 2,491,427 6,406,492 242,620,524
Net book value at
31st December
2011
47,695,863 104,992,069 1,025,000 208,529,136 8,557,750 12,630,924 5,601,726 1,751,580 9,953,052 1,463,191 402,200,291
1st January 2011 35,916,534 107,100,915
780,000 207,960,354 10,067,705 11,586,527 5,609,674 2,303,417 5,016,894 1,569,738 387,911,758
At 31st December
2011
47,695,863 126,379,823 1,025,000 402,047,535 8,557,750 19,596,217 11,060,210 8,144,255 12,444,479 7,869,683 644,820,815
Accumulated
depreciation
At 1st January
2011
- 19,015,763
- 174,087,976
- 6,546,168 4,674,090 5,912,231 2,155,553 6,160,182 218,551,963
Charge for the
financial year
- 2,333,610
- 19,430,423
-
419,125
782,973
480,751
335,322
231,294 24,013,498
Disposal
-
-
-
-
-
-
-
(5,337)
-
-
(5,337)
Exchange
differences
-
38,381
-
-
-
-
1,421
5,030
552
15,016
60,400
Plant,
machinery
Office
Factory Plant,
and Electical equipment,
buildings machinery
equipment
fittings and
furniture
Freehold Factory
under
and
under Mould
factory
and Motor
Group
land
buildings construction equipment installation
and tools equipment
fittings
Renovation
vehicles
Total
RM RM RM RM RM RM RM RM RM RM
RM
Cost
At 1st January 2011 35,916,534 126,116,678
780,000 382,048,330 10,067,705 18,132,695 10,283,764 8,215,648 7,172,447 7,729,920 606,463,721
Additions
11,779,329
78,166
245,000 6,460,318 12,203,542 1,463,522
598,573
273,380 4,922,365
109,291 38,133,486
Disposal
-
-
-
-
-
-
-
(5,337)
-
-
(5,337)
Exchange
differences
-
184,979
-
-
-
-
3,263
9,241
990
30,472
228,945
Reclassification
-
-
- 13,538,887 (13,713,497)
-
174,610
(348,677)
348,677
-
-
2011
RM
551,537
Accumulated depreciation
At 1st January
Charge for the financial year
65,356
13,071
52,285
13,071
Carrying amount
At 31st December
473,110
486,181
473,110
486,181
At 31st December
78,427
65,356
61
2011
RM
5,283,684
Amortisation
At 1st January
Amortisation for the financial year
667,709
64,129
603,582
64,127
Carrying amount
At 31st December
4,551,846
4,615,975
485,704
4,066,142
503,559
4,112,416
At 31st December
731,838
4,551,846
667,709
4,615,975
7. INVESTMENT IN ASSOCIATES
Group
Unquoted shares, outside Malaysia
Less: Disposal #
Share of post-acquisition result, net of dividend received
Exchange differences
Company
Unquoted shares, outside Malaysia
Less: Disposal #
At 31st December
#
62
31.12.2012
RM
20,218,962
-
231,513,511
(41,858,354)
31.12.2011
RM
20,218,962
-
208,138,719
-
209,874,119
228,357,681
19,829,489
-
19,829,489
-
19,829,489
19,829,489
1.1.2011
RM
20,218,962
(389,473)
173,692,154
-
193,521,643
20,218,962
(389,473)
19,829,489
On 24th March 2010, the Company has disposed of its 33% equity interest in Medirite Supermax (Australia) Pty Ltd
for a total cash consideration of RM303,148/-.
469,219,815
(52,653,018)
31.12.2011
RM
535,060,561
(96,006,237)
503,354,270
(105,356,519)
359,802,724
334,959,041
Net assets
416,566,797
439,054,324
46,749,584
69,672,076
Revenue
342,558,152
1.1.2011
RM
397,997,751
82,151,894
Name of Companies
Country of
Incorporation
Brazil
31.12.2012 31.12.2011
%
%
50
50
Belgium
50
Canada
50
1.1.2011
%
Principal Activities
50
50
50
50
50
** The management financial statements of these associate companies were used in the preparation of the consolidated
financial statements.
8.
GOODWILL ON CONSOLIDATION
Group
2012
RM
At 1st January/31st December
28,715,854
2011
RM
28,715,854
Goodwill arising from business combination has been allocated to cash-generating unit (CGU) for impairment testing
purpose. The carrying amount of goodwill has been allocated to the investment in Maxwell Glove Manufacturing Berhad.
The recoverable amount of the CGU is determined based on value in use calculations using cash flow projections on
financial budgets approved by directors covering a five-year period. The pretax discount rate applied to the cash flow
projections and the forecasted growth rates used to extrapolate cash flows beyond the five year period are 4.26% and
5.00% (31.12.2011: 3.84% and 5.00%, 1.1.2011: 3.74% and 5.00%) respectively.
63
18,206,050
1,786,987
At 31st December
19,993,037
2011
RM
960,990
(960,990)
-
13,581,000
4,625,050
18,206,050
The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as
follows:-
64
At 1st
January
2011
RM
Recognised
in the profit
or loss
RM
At 31st
December
2011
RM
7,954,032
566,478
(2,761,936)
1,283,563
5,192,096
1,850,041
46,000
(46,000)
11,416,787
89,667
20,072,964
(113,349)
1,445,909
11,303,438
1,535,576
32,677,704
15,270
(12,620,010)
32,692,974
(191,813)
Recognised
in the profit
or loss
RM
(5,107,133)
(1,850,041)
At 31st
December
2012
RM
84,963
-
-
(1,422,916)
-
9,880,522
1,535,576
19,881,151
(8,380,090)
11,501,061
3,468,497
1,925,730
36,146,201
1,941,000
(4,714,565)
(1,878,538)
31,431,636
62,462
(5,586,040)
(18,206,050)
(1,786,987)
(19,993,037)
5,394,227
38,087,201
(6,593,103)
Group
31.12.2012
31.12.2011
RM
RM
Presented after appropriate offsetting as follows:Deferred tax assets
-
-
Deferred tax liabilities
(19,993,037)
(18,206,050)
(19,993,037)
(18,206,050)
31,494,098
1.1.2011
RM
960,990
(13,581,000)
(12,620,010)
10. INVENTORIES
Group
31.12.2012
31.12.2011
RM
RM
At cost
Raw materials
23,801,240
19,914,959
Consumables
15,531,106
14,754,897
Work-in-progress
91,237,180
89,046,620
Finished goods
103,217,106
99,423,175
233,786,632
223,139,651
1.1.2011
RM
20,822,364
12,983,344
70,984,157
28,298,439
133,088,304
65
Group
31.12.2012
RM
31.12.2011
RM
1.1.2011
RM
Trade receivables
101,256,028
104,578,437
113,711,347
100,822,162
104,479,257
113,612,167
Other receivables
Other receivables
Deposits
(433,866)
3,778,923
(99,180)
9,626,182
4,187,910
1,541,146
1,573,088
105,235,567
115,646,585
119,373,165
105,235,567
115,646,585
119,373,165
101,078,141
90,215,842
93,735,639
Add:
634,482
(99,180)
4,413,405
122,863,481
11,167,328
5,760,998
104,483,446
97,375,650
329,177,189
310,345,873
310,484,454
Other receivables
233,248
226,998
269,876
233,248
226,998
269,876
291,557,693
301,222,668
137,912,168
Company
Other receivables
Add:
294,301
629,368
292,714,610
294,301
4,242,301
13,737,278
884,835
315,481,245
143,309,180
The credit period granted on sales of goods ranges from 30 to 120 days (31.12.2011: 30 to 120 days;
1.1.2011: 30 to 120 days).
Ringgit Malaysia
66
1,661,807
Group
31.12.2011
RM
1.1.2011
RM
-
1,377,788
1,529,103
909,551
97,534,189
102,701,776
112,472,969
248,378
100,822,162
248,378
104,479,257
229,647
113,612,167
1.1.2011
RM
89,013,679
94,123,466
108,120,886
Impaired
11,808,483
433,866
10,355,791
99,180
5,491,281
99,180
153,152
11,655,331
101,256,028
213,474
10,142,317
452,244
5,039,037
104,578,437
113,711,347
433,866
(433,866)
1.1.2011
RM
99,180
(99,180)
99,180
(99,180)
- - -
At 31st December
99,180
334,686
433,866
2011
RM
99,180
-
99,180
67
31.12.2012
RM
36,104
616,643
31.12.2011
RM
233,175
7,335,631
1.1.2011
RM
744,340
766,053
652,747
7,568,806
1,510,393
37,723
51,092
56,911
68
31.12.2012
RM
31.12.2011
RM
1.1.2011
RM
-
101,078,141
-
90,215,842
10,465
93,725,174
294,301
294,301
4,242,301
101,078,141
90,215,842
93,735,639
31.12.2012
RM
31.12.2011
RM
1.1.2011
RM
-
122,863,481
-
104,483,446
695,701
96,679,949
122,863,481
104,483,446
97,375,650
629,368
13,737,278
884,835
In previous financial year, fixed deposits bear interest at rates ranging from 2.45% to 3.5% per annum and have an average
maturity of 30 days.
Analysis of cash and bank balances by currency:
Group
Canadian
Euro
Ringgit Malaysia
United States Dollar
Company
Ringgit Malaysia
United States Dollar
31.12.2012
RM
31.12.2011
RM
1.1.2011
RM
491,808
1,594,611
16,416,746
104,360,316
-
2,337,139
28,081,661
74,064,646
2,528,601
20,545,145
74,301,904
122,863,481
104,483,446
97,375,650
618,870
10,498
13,726,100
11,178
884,835
-
629,368
13,737,278
884,835
2011
RM
1,000,000,000
500,000,000
1,000,000,000
500,000,000
340,077,440
170,038,720
340,077,440
170,038,720
340,077,440
170,038,720
680,154,880
340,077,440
340,077,440
170,038,720
On 31st January 2012, the Company issued 340,077,440 ordinary shares of RM0.50 each pursuant to the bonus issue
exercise on the basis of one bonus share for every one existing Companys share held.
69
76,257,765 76,257,765
(76,257,765)
- 76,257,765
17. RESERVES
Group
Non-distributable reserves:Share premium (Note 16)
Translation reserve
Treasury shares
Distributable reserve:Retained earnings
Company
Non-distributable reserves:Share premium (Note 16)
Treasury shares
Distributable reserve:Retained earnings
31.12.2012
RM
-
(42,559,562)
(2,041,204)
31.12.2011
RM
1.1.2011
RM
76,257,765
291,142
-
76,257,765
(373,878)
-
(44,600,766)
76,548,907
75,883,887
538,554,881
522,503,225
445,545,343
493,954,115
-
(2,041,204)
(2,041,204)
49,832,669
47,791,465
599,052,132
521,429,230
76,257,765
-
76,257,765
-
76,257,765
152,249,709
228,507,474
76,257,765
4,587,261
80,845,026
70
2013
2011
2013
2013
2013
31.12.2012
RM
129,449,275
-
144,104
7,246,506
26,082,899
31.12.2011
RM
151,740,149
-
493,656
6,291,941
31,936,885
1.1.2011
RM
126,092,114
5,668,000
1,329,307
22,056,170
Non-current
Secured:Hire purchase payables (Note 19)
2014
Industrial hire purchase (Note 20)
2016
Term loans
2017
162,922,784
190,462,631
155,145,591
32,077
20,741,126
94,414,300
176,690
24,876,456
115,411,299
574,057
139,954,959
278,110,287
330,927,076
295,674,607
115,187,503
140,464,445
140,529,016
Company
Current
Secured:Term loans
2013
21,408,100
15,842,500
11,241,753
Non-current
Secured:Term loans
2016
79,505,900
104,560,500
82,574,555
100,914,000
120,403,000
93,816,308
As of 31st December 2012, the Group has bank overdraft and other credit facilities totalling RM343,591,000/- (31.12.2011:
RM354,180,000/-; 1.1.2011: RM162,556,000/-) obtained from local licensed banks. These borrowings bear interest at
rates ranging from 1.12% to 8.10% (31.12.2011: 2.33% to 6.25%; 1.1.2011: 3.77% to 6.64%) per annum. The secured
credit facilities of the Group are secured by a negative pledge, a debenture over the assets and legal charge over factories
of a subsidiary company.
71
72
31.12.2012
RM
31.12.2011
RM
1.1.2011
RM
128,420,982
149,689,305
196,940,131
133,986,945
248,358,299
47,316,308
278,110,287
330,927,076
295,674,607
-
100,914,000
-
120,403,000
46,500,000
47,316,308
100,914,000
120,403,000
93,816,308
1.1.2011
RM
1,408,814
609,346
185,551
(9,370)
714,063
(43,717)
2,018,160
(114,796)
144,104
493,656
1,329,307
32,077
176,690
574,057
176,181
176,181
670,346
670,346
1,903,364
1,903,364
Interest rates on the hire purchase payables for the financial year ranging from 2.78% to 6.25% (31.12.2011: 2.50% to
3.00%; 1.1.2011: 3.40% to 6.54%) per annum.
20. INDUSTRIAL HIRE PURCHASE
Group
31.12.2012
31.12.2011
RM
RM
Minimum hire purchase payments:- not later than one year
8,674,707
7,907,609
- later than one year but not later than five years
22,467,686
27,545,505
Less: Future finance charges
Analysis of present value of industrial hire purchases:Current
- not later than one year
Non-current
- later than one year but not later than five years
31,142,393
(3,154,761)
1.1.2011
RM
35,453,114
(4,284,717)
27,987,632
31,168,397
7,246,506
6,291,941
20,741,126
24,876,456
27,987,632
31,168,397
Interest rate on the industrial hire purchase for the financial year is at 6.25% (31.12.2011: 6.25%; 1.1.2011: Nil) per annum.
ANNUAL REPORT 2012
73
31.12.2012
RM
31.12.2011
RM
1.1.2011
RM
76,930,128
59,970,951
40,097,568
Other payables
Other payables
Deposits received from customers
Accruals
18,651,447
15,276,858
7,065,089
5,862,692
12,651,441
8,773,774
1,320,488
8,732,601
10,125,221
117,923,522
87,258,858
60,275,878
117,923,522
87,258,858
60,275,878
278,110,287
330,927,076
295,674,607
31.12.2011
RM
1.1.2011
RM
Company
Other payables
Other payables
Accruals
Total other payables
Add:
Amount owing to a subsidiary (Note 23)
Loans and borrowings (Note 18)
Total financial liabilities carried at amortised cost
40,993,394
396,033,809
31.12.2012
RM
27,287,907
418,185,934
20,178,310
355,950,485
27,995
25,000
61,260
22,000
247,844
22,000
7,639,986
100,914,000
-
120,403,000
93,816,308
52,995
108,606,981
83,260
120,486,260
269,844
94,086,152
-
42,969,148
33,960,980
76,930,128
1,286,121
29,615,641
29,069,189
59,970,951
1.1.2011
RM
30,461,746
9,635,822
40,097,568
74
183,894,064
183,670,628
(a) On 7th January 2011, the Company has incorporated a 100% owned subsidiary, Supermax Global Limited, a
company incorporated in Bermuda, comprising 5,000 issued and fully paid up capital of USD1/- each at par for cash
consideration of USD5,000/- (RM15,248/-);
(b) On 30th December 2011, the Company has incorporated a 100% owned subsidiary, Supermax Healthcare Limited,
a company incorporated in United Kingdom, comprising 1 issued and fully paid up capital of GBP1/- each at par for
cash consideration of GBP1/- (RM5/-);
(c) In previous financial year, the Company has increased its investment in Supermax Healthcare Incorporated and
Supermax Deutschland GmbH amounting to RM1,838,179/- and RM42,878/- respectively;
(d) On 1st January 2012, the Company has incorporated a 100% owned subsidiary, White Oak Global Property, a
company incorporated in United States of America, comprising 5,000 issued and fully paid up capital of USD1/- each
at par for cash consideration of USD5,000/- (RM15,201/-); and
(e) On 1st July 2012, the Company has incorporated a 67% owned subsidiary, Supermax Healthcare Canada Incorporated,
a company incorporated in Canada, comprising 100,000 issued and fully paid up capital of CDN1/- each at par for
cash consideration of CDN67,000/- (RM208,235/-).
75
76
Malaysia
Malaysia
Germany
Bermuda
Malaysia
Canada
100
100
67
100
100
90
100
100
100
100
100
100
100
100
90
100
100
100
100
100
100
100
31.12.2011
%
100
90
100
100
100
100
100
100
100
1.1.2011
%
31.12.2012
%
Property holding
Pre-operating
Principal Activities
Indirect subsidiaries
United Kingdom
Malaysia
Malaysia
Malaysia
Malaysia
Country of
Incorporation
Direct subsidiaries
Name of Companies
11,885,189
27,206,187
The directors proposed a final tax exempt dividend of 6% per ordinary share of RM0.50 amounting to RM20,374,586/- in
respect of the current financial year. The proposed dividend is subject to approval by the shareholders at the forthcoming
Annual General Meeting and has not been included as a liability in the financial statements.
25. REVENUE
Group
2012
2011
RM
RM
2012
RM
Company
2011
RM
Sale of gloves
Dividend income:-
997,374,339
1,021,357,920
181,094,187
- Subsidiaries
997,374,339
1,021,357,920
181,094,187
181,094,187
2012
RM
Company
2011
RM
- fees
- other emoluments
104,000
6,653,722
104,000
5,063,540
104,000
7,000
104,000
6,500
- fees
- other emoluments
240,000
134,360
240,000
20,500
240,000
21,500
240,000
20,500
Non-executive directors of the Company:-
6,757,722
374,360
7,132,082
5,167,540
260,500
5,428,040
111,000
261,500
372,500
110,500
260,500
371,000
The number of directors of the Company whose total remuneration during the financial year fell within the following
bands is analysed below:-
77
-
2
5
-
-
2
5
-
Key management personnel of the Group and of the Company comprise of executive directors of the Company.
Included in other emoluments are contributions made by the Group to the Employees Provident Fund of RM458,640/(2011: RM840,000/-).
27. OTHER OPERATING EXPENSES
Other operating expenses had been arrived at:
Group Company
2012
2011
2012
2011
RM
RM
RM
RM
After charging:Auditors remuneration
- current year
147,800
144,400
25,000
22,000
- prior year
400
1,700
-
- other
-
8,000
-
Deposit written off
928,000
-
-
Net loss on foreign exchange
- realised
-
1,399,223
-
- unrealised
6,553,925
-
600,537
7,483,000
Rental of office equipment
8,907
10,964
-
Rental of plant and machinery
5,120
5,100
-
Staff costs
- salaries, wages and bonuses
52,006,592
50,470,141
-
- Employees Provident Fund
1,658,605
1,749,511
-
- other related staff costs
1,053,745
959,826
-
Written off of investment in bond
-
4,000,000
-
And crediting:Net gain on foreign exchange
- realised
- unrealised
OFCL gain
Rental income
(6,757,532)
-
-
(32,660)
-
(64,479)
(300,964)
(26,195)
(4,753,031)
-
-
-
(2,069,463)
-
78
2012
RM
Group
2,421,068
33,020
1,353,133
4,935,812
3,211
8,746,244
2011
RM
3,420,265
508,369
887,084
7,725,887
3,508
12,545,113
34,682
1,882
30. TAXATION
Group Company
2012
2011
2012
2011
RM
RM
RM
RM
Income tax
- current year
- over/(under) accrual in prior years
(14,106,457)
(3,257,594)
762,811
(2,494,783)
-
-
- current year
- over accrual in prior year
(11,538,079)
9,751,092
(12,269,019)
6,682,979
-
-
(15,893,444)
(8,080,823)
Deferred tax (Note 9)
(11,893,612)
(2,212,845)
(1,786,987)
(5,586,040)
The income tax is calculated at Malaysian statutory rate of 25% of the estimated assessable profit for the fiscal year.
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax
expense at the effective income tax rate of the Group and of Company is as follows:
Group Company
2012
2011
2012
2011
RM
RM
RM
RM
Profit before taxation
137,305,588
(34,326,397)
112,132,183
(28,033,046)
21,921
4,641,468
5,843,698
(1,048,098)
3,724
2,946,558
(1,514,565)
-
3,948,364
8,709,010
(2,484,828)
27,036
2,306,851
-
(2,212,845)
9,751,092
762,811
6,682,979
(15,893,444)
(8,080,823)
3,249,104
(812,276)
-
1,188,688
-
(376,412)
-
-
-
174,868,635
(43,717,159)
45,854,311
(2,137,152)
-
-
-
The amount of temporary difference for which no deferred tax assets have been recognised is as follows:
Group Company
2012
2011
2012
2011
RM
RM
RM
RM
Property, plant and equipment
Unrealised loss on foreign exchange
3,086
(6,061,349)
(1,514,565)
(6,058,263)
-
-
-
-
79
2012
RM
Group
2011
RM
121,717,800
104,164,069
340,077,440
340,077,440
(813,838)
340,077,440
679,341,042
17.92
340,077,440
30.63
The basic earnings per ordinary share is calculated by dividing the consolidated net profit attributable to equity
owners of the Company by the weighted average number of ordinary shares in issue during the financial year.
(b) Diluted Earnings Per Share
The basic and diluted earnings per share are equal as the Group has no dilutive potential ordinary shares outstanding
as at 31st December 2012.
32. CONTINGENT LIABILITIES UNSECURED
(a) As of 31st December 2012, the Company is contingently liable in respect of guarantees given mainly for credit
facilities totalling RM221,259,000/- (31.12.2011: RM233,476,000/-; 1.1.2011: RM223,174,000/-) granted by local
licensed banks to the subsidiaries. Accordingly, the Company is contingently liable to the extent of the facilities
utilised.
(b) As of 31st December 2012, the Company is contingently liable to the extent of RM13,972,415/- (31.12.2011:
RM12,349,371/-; 1.1.2011: RM11,630,344/-) in respect of bank guarantees issued in favour of various third parties.
The bank guarantees are secured over the corporate guarantee of the Company and subsidiary companies
33. CAPITAL COMMITMENTS
Approved and contracted for but not provided in the financial statements
- purchases of property, plant and equipment
2012
RM
Group
72,000,000
2011
RM
14,100,000
80
2012
RM
Group
156,367,114
2011
RM
154,125,336
81
82
-
-
-
3,249,104
(23,818,245)
(8,746,244)
(15,810,840)
136,197,594
1,034,041,036
(72,597)
-
(179,259)
7,699,500
906,013,704
(465,592)
-
96,655
62,371
4,248,925
-
-
-
(175,095)
(946,929,326)
16,427,478
420,299,232
400,306,195
19,993,037
528,180
Liabilities
Segment liabilities
108,606,981
573,802,065
309,049,017
31,531,825
(622,683,693)
Unallocated segment liabilities
52,195,866
69,151,524
Other information
Addition to property, plant and equipment
1,254,079,350
1,044,205,231
209,874,119
Assets
Segment assets
476,646,397
974,051,354
362,452,974
38,132,263
(807,077,757)
Investment in associates
121,412,144
23,374,792
(24,356,434)
(8,746,244)
(15,893,444)
147,033,474
997,374,339
Results
Segment results
Total revenue
(23,596,125)
(12,147,465)
23,304
(7,817,724)
103,523,351
1,013,608,500
(13,468)
(397,648)
9,496
(245,823)
15,928,565
890,807,447
540,042
(481,103)
-
-
(17,276)
4,312,922
-
-
-
-
(180,961,439)
(1,068,465,136)
14,500
436,391,984
418,185,934
18,206,050
37,834
Liabilities
Segment liabilities
120,486,260
628,722,852
395,807,174
11,800,682
(738,631,034)
Unallocated segment liabilities
38,081,152
38,133,486
Other information
Addition to property, plant and equipment
1,205,430,312
977,072,631
228,357,681
Assets
Segment assets
499,202,965
939,138,237
442,729,255
18,803,836
(922,801,662)
Investment in associates
104,051,360
34,836,038
(24,090,696)
(12,545,113)
34,682
(8,080,823)
113,897,272
1,021,357,920
-
-
1,882
-
174,866,753
Results
Segment results
181,094,187
Total revenue
83
America
Europe
Asia/Australia
Africa
2012
RM
558,529,630
279,264,815
89,763,690
69,816,204
2011
RM
602,601,173
285,980,218
71,495,054
61,281,475
Note
11
23
13
14
21
18
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values, either due
to their short term nature or that they are floating rate instruments that are re-priced to market interest rates or near
the end of the reporting period.
(b) Fair Value Hierarchy
As the financial assets and liabilities of the Group and the Company are not carried at fair value by any valuation
method, the fair value hierarchy analysis is not presented.
37. FINANCIAL RISK MANAGEMENT AND OBJECTIVE
The Group and the Company are exposed to financial risks arising from their operations and the use of financial instruments.
The key financial risks include credit risk, liquidity risk, interest rate risk, foreign currency risk and market price risk.
The following sections provide details regarding the Groups and the Companys exposure to the above-mentioned
financial risks and the objectives, policies and processes for the management of these risks.
(a) Credit Risk
Credit risk is the risk of a financial loss to the Group if a customer or counterparty to a financial instrument fails to
meet its contractual obligations. The Groups exposure to credit risk arises primarily from trade and other receivables.
For other financial assets (including other investment and cash and bank balances), the Group and the Company
minimise credit risk by dealing exclusively with high credit rating counterparties. The management has a credit
policy in place to monitor and minimise the exposure of default. Credit evaluations are performed on all customers
requiring credit over certain amount.
84
85
86
355,950,485
60,275,878
295,674,607
1.1.2011
Financial liabilities
Trade and other payables
Loans and borrowings
418,185,934
87,258,858
330,927,076
31.12.2011
Financial liabilities
Trade and other payables
Loans and borrowings
396,033,809
117,923,522
278,110,287
31.12.2012
Financial liabilities
Trade and other payables
Loans and borrowings
356,065,281
60,275,878
295,789,403
422,514,368
87,258,858
335,255,510
399,197,940
117,923,522
281,274,418
215,500,976
60,275,878
155,225,098
279,370,711
87,258,858
192,111,853
282,284,477
117,923,522
164,360,955
140,564,305
-
140,564,305
143,143,657
-
143,143,657
116,913,463
-
116,913,463
94,086,152
269,844
93,816,308
1.1.2011
Financial liability
Other payables
Loans and borrowings
120,486,260
83,260
120,403,000
31.12.2011
Financial liability
Other payables
Loans and borrowings
108,606,981
94,086,152
269,844
93,816,308
120,486,260
83,260
120,403,000
108,606,981
11,511,597
269,844
11,241,753
15,925,760
83,260
15,842,500
29,101,081
82,574,555
-
82,574,555
104,560,500
-
104,560,500
79,505,900
87
88
Within
1 Year
RM
1 -5
Years
RM
>5
Years Total
RM
RM
31.12.2012
Financial liabilities
Bankers acceptances
Hire purchase payables
Industrial hire purchase
Term loans (floating rate)
2.32
4.52
6.25
5.75
129,449,275
144,104
7,246,506
26,082,899
-
32,077
20,741,126
94,414,300
-
-
-
-
129,449,275
176,181
27,987,632
120,497,199
31.12.2011
Financial liabilities
Bankers acceptances
Hire purchase payables
Industrial hire purchase
Term loans (floating rate)
2.33
2.75
6.25
5.65
151,740,149
493,656
6,291,941
31,936,885
-
176,690
24,876,456
115,411,299
-
-
-
-
151,740,149
670,346
31,168,397
147,348,184
1.1.2011
Financial asset
Fixed deposits placed with
a licensed bank
2.45
695,701
695,701
Financial liabilities
Bankers acceptances
Export credit refinancing
Hire purchase payables
Term loans (floating rate)
3.77
3.80
4.74
6.64
126,092,114
5,668,000
1,329,307
22,056,170
-
-
574,057
139,954,959
-
-
-
-
126,092,114
5,668,000
1,903,364
162,011,129
Within
1 Year
RM
1 -5
Years
RM
>5
Years Total
RM
RM
31.12.2012
Financial liabilities
Term loans (floating rate)
1.90
21,408,100
79,505,900
100,914,000
31.12.2011
Financial liabilities
Term loans (floating rate)
6.75
15,842,500
104,560,500
120,403,000
1.1.2011
Financial liabilities
Term loans (floating rate)
5.13
11,241,753
82,574,555
93,816,308
89
89,172
(89,172)
3,571,908
(3,571,908)
77,404
(77,404)
411,309
(411,309)
Total debts
Equity attributable to owners of the parent
Gearing ratio
Company
Trade and other payables
Loans and borrowings
21
18
117,923,522
278,110,287
396,033,809
834,031,555
31.12.2011
RM
1.1.2011
RM
87,258,858
330,927,076
60,275,878
295,674,607
418,185,934
769,090,852
355,950,485
691,467,950
1,230,065,364
1,187,276,786
1,047,418,435
52,995
100,914,000
83,260
120,403,000
269,844
93,816,308
32.2%
35.2%
34.0%
Total debts
100,966,995
120,486,260
94,086,152
387,868,905
398,546,194
250,883,746
Gearing ratio
90
31.12.2012
RM
488,835,900
20.7%
519,032,454
23.2%
344,969,898
27.3%
91
On 25th March 2010, Bursa Malaysia Securities Berhad (Bursa Malaysia) issued a directive to all listed issuers pursuant
to Paragraphs 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed issuers
to disclose the breakdown of the retained profits or accumulated losses as at the end of the reporting period, into realised and
unrealised profits and losses.
On 20th December 2010, Bursa Malaysia further issued guidance on the disclosure and the format required.
Pursuant to the directive, the amounts of realised and unrealised profits or losses included in the retained profits of the Group
and the Company as at 31st December 2012 are as follows:
Group Company
2012
2011
2012
2011
RM
RM
RM
RM
Total retained profits/(accumulated
losses) of the Company and its subsidiaries
- realised
370,889,056
383,349,265
49,232,132
144,766,709
- unrealised
(13,439,112)
(18,270,529)
600,537
7,483,000
Add:
Share of retained profits of associates
- realised
357,449,944
365,078,736
49,832,669
152,249,709
239,200,473
208,528,192
538,554,881
522,503,225
49,832,669
152,249,709
538,554,881
522,503,225
49,832,669
152,249,709
Consolidation adjustments
596,650,417
(58,095,536)
573,606,928
(51,103,703)
49,832,669
-
152,249,709
-
The determination of realised and unrealised profits is based on Guidance of Special Matter No. 1, Determination of Realised and
Unrealised Profits and Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements,
issued by the Malaysian Institute of Accountants on 20th December 2010.
The disclosure of realised and unrealised profits above is solely for complying with the disclosure requirements stipulated in
the directive of Bursa Malaysia and should not be applied for any other purposes.
92
STATEMENT BY DIRECTORS
We, DATO SERI THAI KIM SIM and DATIN SERI TAN BEE GEOK, being two of the directors of Supermax Corporation
Berhad, do hereby state that in the opinion of the directors, the accompanying financial statements set out on pages 6 to 86
are properly drawn up in accordance with the Malaysian Financial Reporting Standards, International Financial Reporting
Standards and the requirement of 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 at 31st December 2012 and of the financial performance and cash flows of the
Group and of the Company for the financial year then ended.
The supplementary information set out on page 87 has been prepared in accordance with the Guidance of Special Matter No. 1,
Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities
Berhad Listing Requirements, issued by the Malaysian Institute of Accountants.
On behalf of the Board,
...........................................................
DATO SERI THAI KIM SIM
Director
...........................................................
DATIN SERI TAN BEE GEOK
Director
Kuala Lumpur
Date: 26th April 2013
Statutory declaration
I, DATIN SERI TAN BEE GEOK, being the director primarily responsible for the financial management of Supermax
Corporation Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements
set out on pages 6 to 86, and the supplementary information set out on page 87 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, l960.
.......................................................
DATIN SERI TAN BEE GEOK
Subscribed and solemnly declared by the abovenamed at Kuala Lumpur in the Federal Territory on 26th April 2013.
Before me,
......................................................
ZULKIFLA MOHD DAHLIM
Commissioner for Oaths (W 541)
Kuala Lumpur
93
94
As stated in Note 2.1 to the financial statements, Supermax Corporation Berhad adopted the Malaysian Financial Reporting
Standards on 1st January 2012 with a transition date of 1st January 2011. These standards were applied retrospectively by
the directors to the comparative information in these financial statements, including the statements of financial position
as at 31st December 2011 and 1st January 2011, and the statements of comprehensive income, statements of changes in
equity and statements of cash flows for the financial year ended 31st December 2011 and its related disclosures. We were
not engaged to report on the restated comparative information and it is unaudited. Our responsibilities as part of our audit
of the financial statements of the Group and of the Company for the financial year ended 31st December 2012 have, in
these circumstances, included obtaining sufficient appropriate audit evidence that the opening balances as at 1st January
2012 do not contain misstatements that materially affect the financial position as at 31st December 2012 and the financial
performance and cash flows for the financial year then ended.
2.
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 contents of
this report.
Heng Ji Keng
No. 578/05/14 (J/PH)
Chartered Accountant
Kuala Lumpur
Date: 26th April 2013
95
List of Properties
Existing
Use
Age of
Building
Land Area/
(Build-up
Area)
Tenure
Net Book
Value
(RM)
Factory cum
office building
14 years
1.5 acres/
(36,600sq ft)
Freehold
7,693,780
Land and
Factory cum
Office Building
11 years
5.0063 acres/
(127,861sq ft)
Freehold
36,333,562
Factory cum
office building
7 years
5.6337 acres
Freehold
20,262,282
Land and
Building
8 years
4.6875 acres
Freehold
10,602,494
Agricultural
Land (pending
conversion to
industrial land)
Stratified
office lot
10 years
Land and
Building
6 years
Land and
Building
Industrial Land
9. Lot 72706 Jalan Lahat,
Kawasan Perindustrian Bukit Merah,
31500 Lahat, Perak Darul Ridzuan
Single story
HS(D)KA 70399 Lot 72706 Mukim
factory
Hulu Kinta, District Kinta,
with annexed
Perak Darul Ridzuan
two-story office
buildings
10. PN 123155, Lot 207171, Mukim
Hulu Kinta, District Kinta, Perak
Darul Ridzuan
96
Freehold
473,832
5.00625 acres
Freehold
18,077,872
18,408 sq m
Leasehold 99 years
(Exp:18.6.2088)
4,375,517
26,688sq m
19 years
679,790
18,534sq m
Land and
building
639sq m
Land and
building
465sq m
Leasehold
60 years
13.01.2037
Leasehold
90 years
15.11.2083
Leasehold
90 years
15.11.2083
458,327
9,538,087
277,208
188,712
List of Properties
Location
Existing
Use
Land Area/
(Build-up
Area)
Tenure
Net Book
Value
(RM)
Land and
building
465sq m
201,377
Land and
building
650sq m
Leasehold
90 years
15.11.2083
Industrial land
15,054sq m
815,337
Industrial land
16,187sq m
Leasehold
99 years
07.12.2097
Single story
factory
with annexed
two-story office
buildings
17,636sq m
Leasehold
99 years
07.12.2097
13,803,807
20,260sq m
Freehold
15,377,841
Industrial Land
9,359sq m
2,155,673
465sq m
Leasehold
99 years
19.05.2104
Leasehold
90 years
Exp: 15.11.2083
217,560
465sq m
Leasehold
90 years
Exp: 15.11.2083
217,560
465sq m
Leasehold
90 years
Exp: 15.11.2083
217,560
465sq m
Leasehold
90 years
Exp: 15.11.2083
217,560
Industrial Land
148,930sq m
Freehold
17,926,953
Land
20,234sq m
Freehold
6,098,400
Land
20,209sq m
Freehold
6,091,082
Age of
Building
11 years
Leasehold
90 years
15.11.2083
257,203
Leasehold
99 years
07.12.2097
876,699
97
Analysis of Shareholdings
as at 26 April 2013
:
:
:
:
RM 500,000,000.00
RM 170,038,720.00
Ordinary Shares of RM 0.50 each
1 vote per Ordinary Share
229
1,608
7,997
2,530
359
2
12,725
% No. of Shares
1.799
12.636
62.844
19.882
2.821
0.015
100.000
7,479
11,.198,388
38,088,718
75,016,546
322,890,421
241,951,328
679,152,880
%
0.001
0.176
5.608
11.045
47.543
35.625
100.000
98
No.
Name
Holdings
1.
139,035,444
20.471
2.
102,915,884
15.153
3.
30,573,600
4.501
4.
22,791,300
3.355
5.
19,628,200
2.890
6.
16,429,300
2.419
7.
11,578,120
1.704
8.
11,039,700
1.625
9.
8,904,500
1.311
10.
7,153,500
1.053
11.
7,000,000
1.030
12.
6,259,300
0.921
13.
6,029,500
0.887
Analysis of Shareholdings
as at 26 April 2013
No.
Name
Holdings
14.
4,550,000
0.669
15.
Ho Han Seng
4,500,000
0.662
16.
3,977,000
0.585
17.
3,600,004
0.530
18.
3,546,000
0.522
19.
3,267,500
0.481
20.
3,212,000
0.472
21.
3,068,486
0.451
22.
2,803,050
0.412
23.
2,749,100
0.404
24.
2,735,100
0.402
25.
2,603,800
0.383
26.
2,518,600
0.370
27.
2,359,000
0.347
28.
2,276,000
0.335
29.
2,026,900
0.298
30.
2,022,450
0.297
99
Analysis of Shareholdings
as at 26 April 2013
139,035,444
102,915,884
4,222,000
11,578,120
3,068,486
709,416
62,500
%^ Indirect
20.46
15.14
0.62
1.70
0.45
0.104
0.009
102,915,884 (a)
139,035,444 (b)
-
-
-
-
-
%^
15.15
20.47
-
Note:
1. (a) & (b) Deemed interest through the shares held by spouse in pursuance of Section 6A(4) of the Companies Act, 1965.
2. The issued and paid up capital as at 26 April 2013 was RM340,077,440.00 divided into 680,154,880 ordinary shares of
RM0.50 each.
3. The ordinary shares of RM1.00 each was subdivided into ordinary shares of RM0.50 each on 20 March 2007.
LIST OF SUBSTANTIAL SHAREHOLDERS SHAREHOLDINGS AS PER THE REGISTER OF SUBSTANTIAL
SHAREHOLDERS SHAREHOLDINGS AS AT 26 APRIL 2013
Indirect Holdings
Names Direct Holdings
(excluding bare trustees)
No
%^ No
%^
Dato Seri Thai Kim Sim, Stanley
Datin Seri Tan Bee Geok, Cheryl
139,035,444
102,915,884
20.46
15.14
102,915,884 (a)
139,035,444 (b)
15.15
20.47
Note:
1. (a) & (b) Deemed interest through the shares held by spouse in pursuance of Section 6A(4) of the Companies Act, 1965.
2. The issued and paid up capital as at 26 April 2013 was RM340,077,440.00 divided into 680,154,880 ordinary shares of
RM0.50 each.
100
(SEE NOTE 2)
2. To approve a final tax-exempt dividend of 6.0% per share in respect of the financial year ended
31 December 2012.
(Resolution 1)
3. To approve payment of the Directors Fees of RM430,000 for the year ended 31 December 2012.
(Resolution 2)
4. To re-elect the following Directors who retire pursuant to Article 88 of the Companys Articles of
Association:a) Datin Seri Tan Bee Geok
b) Dato Dr Tan Geok Swee @ Tan Chin Huat
c) Encik Rashid Bin Bakar
5. To re-appoint Messrs. Baker Tilly Monteiro Heng as Auditors of the Company and to authorise the
Board of Directors to fix their remuneration.
(Resolution 3)
(Resolution 4)
(Resolution 5)
(Resolution 6)
SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions:6. ORDINARY RESOLUTION
AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
THAT, subject always to the Companies Act, 1965, Articles of Association of the Company and
approval of any other governmental and/or regulatory bodies, where such approval is required, the
Directors be and are hereby authorised and empowered pursuant to Section 132D of the Companies
Act, 1965 to allot and issue shares in the Company, at any time and upon such terms and conditions
and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the
aggregate number of shares issued pursuant to this resolution does not exceed ten percent (10%) of
the issued and paid-up share 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 the additional shares
so issued on the Bursa Malaysia Securities Berhad and that authority shall continue in force until
the conclusion of the next Annual General Meeting of the Company.
7. ORDINARY RESOLUTION
PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS
OWN SHARES
THAT, subject to the Companies Act, 1965, the Articles of Association of the Company, the Listing
Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) for the Main Market
(LR) and the approval of such relevant government and/or regulatory authorities where necessary,
the Company be and is hereby authorised to purchase its own ordinary shares of RM0.50 each
(Shares) on the Main Market of Bursa Securities (Proposed Share Buy-Back) at any time, upon
such terms and conditions as the Directors shall in their discretion deem fit and expedient in the best
interest of the Company provided that:-
101
cancel all or part of the Shares purchased pursuant to the Proposed Share Buy-Back
(Purchased Shares); and/or
(ii) retain all or part of the Purchased Shares as treasury shares; and/or
(iii) distribute the treasury shares as share dividends to the Companys shareholders for the
time being; and/or
(iv) resell the treasury shares on Bursa Securities.
AND THAT authority be and is hereby given to the Board to take all such steps as are necessary
or expedient to implement, finalise and give full effect to and to implement the Proposed Share
Buy-Back with full powers to assent to any conditions, modifications, revaluations, variations and/
or amendments (if any) as may be required or imposed by the relevant authorities from time to time
and to do all such acts and things as the Board may deem fit and expedient in the best interest of the
Company.
8. ORDINARY RESOLUTION
CONTINUING IN OFFICE AS INDEPENDENT NON-EXECUTIVE DIRECTORS
102
8.1 THAT, approval be and is hereby given to Dato Ting Heng Peng who has served as an
Independent Non-Executive Director of the Company for a cumulative term of more than nine
years, to continue to act as an Independent Non-Executive Director of the Company.
(Resolution 9)
8.2 THAT, approval be and is hereby given to Mr. Gong Wooi Teik who has served as an
Independent Non-Executive Director of the Company for a cumulative term of more than nine
years, to continue to act as an Independent Non-Executive Director of the Company.
(Resolution 10)
8.3 THAT, approval be and is hereby given to Encik Shamsudin @ Samad Bin Kassim who has
served as an Independent Non-Executive Director of the Company for a cumulative term of
more than nine years, to continue to act as an Independent Non-Executive Director of the
Company.
(Resolution 11)
8.4 THAT subject to the passing of Resolution 5 above, approval be and is hereby given to
Encik Rashid Bin Bakar who has served as an Independent Non-Executive Director of the
Company for a cumulative term of more than nine years, to continue to act as an Independent
Non-Executive Director of the Company.
(Resolution 12)
THAT the amendments to the Companys Articles of Association as set out in Appendix I
(Proposed Amendments) on page 106 of the 2012 Annual Report be and are hereby approved and
adopted.
AND THAT the Board of Directors of the Company be and is hereby authorised to do all such
acts, deeds and things as are necessary and/or expedient in order to give full effect to the Proposed
Amendments with full powers to assent to any conditions, modifications and/or amendments as may
be required by any relevant authorities.
10. To transact any other business of which due notice has been given.
NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT
NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of the members at the Sixteenth Annual General Meeting
to be held on 31 May 2013, a final tax-exempt dividend of 6% per share in respect of the financial year ended 31 December 2012,
will be paid on 18 June 2013.
The entitlement date for the dividend is 7 June 2013.
A depositor shall qualify for entitlement to the dividend only in respect of:(a) Shares transferred into the Depositors Securities Account before 4.00 p.m. on 7 June 2013 in respect of transfers; and
(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia
Securities Berhad.
103
The proposed Resolution 7 is the renewal of the mandate obtained from the members at the last Annual General Meeting (the
previous mandate). The previous mandate was not utilised and accordingly no proceeds were raised.
The proposed Resolution 7, if passed, would provide flexibility to the Directors to undertake fund raising activities, including but not
limited to further placement of shares for the purpose of funding the Companys current and/or future investment project(s), working
capital, repayment of borrowings and/or acquisition(s), by the issuance of shares in the Company to such persons at any time as the
Directors may deem fit provided that the aggregate number of shares issued pursuant to the mandate does not exceed 10% of the
issued and paid-up share capital of the Company for the time being, without having to convene a general meeting. This authority,
unless revoked or varied by the Company in a general meeting will expire at the conclusion of the next Annual General Meeting of the
Company.
b) PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE ITS OWN SHARES
104
The proposed Resolution 8, if passed, will empower the Company to purchase up to ten percent (10%) of the issued and paid-up
ordinary share capital of the Company through Bursa Malaysia Securities Berhad.
For further information, please refer to the Statement to Shareholders dated 8 May 2013.
Pursuant to the Malaysian Code on Corporate Governance 2012, the Board of Directors has via the Nomination Committee assessed
the Independence of Dato Ting Heng Peng, Mr. Gong Wooi Teik, Encik Shamsudin @ Samad Bin Kassim and Encik Rashid Bin Bakar
who each has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine years, and
recommended them to continue to act as Independent Non-Executive Directors of the Company based on the following justifications:(i)
each of them fulfills the criteria of an Independent Director pursuant to the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad;
(ii) each of them is familiar with the Companys business operations as he has been with the Company for more than 9 years;
(iii) each of them has devoted sufficient time and attention to his responsibilities as an Independent Non-Executive Director of the
Company; and
(iv) each of them has exercised due care during his tenure as an Independent Director of the Company and carried out his duty in the
interest of the Company and shareholders.
The proposed Resolutions 9, 10, 11 and 12, if passed, will enable Dato Ting Heng Peng, Mr. Gong Wooi Teik, Encik Shamsudin @
Samad Bin Kassim and Encik Rashid Bin Bakar to continue in office as Independent Non-Executive Directors.
The proposed Resolution 13, if passed, will approve the amendments to the Articles of Association of the Company. The Proposed
Amendments will bring the Articles of Association of the Company to be in line with the amendments to the Listing Requirements of
the Main Market of Bursa Malaysia Securities Berhad.
Please refer to Appendix I on page 106 of the 2012 Annual Report for full details of the Proposed Amendments.
105
Appendix I
The Articles of Association of Supermax Corporation Berhad are proposed to be amended in the following manner:
Article Existing Provision
Amended Provision
46(a)
Every notice calling a general meeting shall specify the place and day and
hour of the meeting and there shall appear with reasonable prominence in
every such notice a statement that a Member entitled to attend and vote is
entitled to appoint up to 2 proxies to attend and vote instead of him.
61(a)
61(b)
A Member may appoint more than 2 proxies to A Member may appoint up to 2 proxies, where a Member appoints 2 proxies,
attend at the same meeting, where a Member the proxies shall not be valid unless the Member specifies the proportion of
appoints two or more proxies, the proxies shall his shareholding to be represented by each proxy.
not be valid unless the Member specifies the
proportion of his shareholding to be represented
by each proxy.
137
ALTERATION OF ARTICLES
The Company shall not delete, amend or add
any to any of the existing Articles, which
have previously been approved by the Stock
Exchange, unless prior written approval has been
sought and obtained from the Stock Exchange
for such deletion, amendment or addition.
106
Form of Proxy
I/We
of
NRIC / Company No
(Full Address)
being a member(s) of SUPERMAX CORPORATION BERHAD (Company No.: 420405-P) hereby appoint
NRIC No
of
(Full Address)
or failing him/her,
NRIC No
of
(Full Address)
or failing him/her, the Chairman as *my/our proxy to vote for *me/us and on *my/our behalf at the Sixteenth Annual General Meeting of the
Company to be held at the Ballroom, Lower Ground Floor, Eastin Hotel, 13, Jalan 16/11, Pusat Dagang Seksyen 16, 46350 Petaling Jaya,
Selangor Darul Ehsan on Friday, 31 May 2013 at 10.00 am and at any adjournment thereof.
The proxy is to vote in the manner indicated below, with an X in the appropriate spaces. If no specific direction as to voting is given, the proxy
will vote or abstain from voting at his/her discretion.
NO.
RESOLUTIONS
1.
2.
To approve payment of the Directors Fees of RM430,000 for the year ended 31
December 2012.
3.
FOR
AGAINST
To re-elect Datin Seri Tan Bee Geok who retires by rotation as a Director of the
Company pursuant to Article 88 of the Companys Articles of Association.
4.
To re-elect Dato Dr Tan Geok Swee @ Tan Chin Huat who retires by rotation
as a Director of the Company pursuant to Article 88 of the Companys Articles
of Association.
5.
To re-elect Encik Rashid Bin Bakar who retires by rotation as a Director of the
Company pursuant to Article 88 of the Companys Articles of Association.
6.
7.
To grant authority to allot and issue shares in general pursuant to Section 132D
of the Companies Act, 1965.
8.
9.
To approve Dato Ting Heng Peng to continue to act as an Independent NonExecutive Director.
10.
To approve Mr. Gong Wooi Teik to continue to act as an Independent NonExecutive Director.
11.
12.
To approve Encik Rashid Bin Bakar to continue to act as an Independent NonExecutive Director.
13.
Signed this
day of
2013