Escolar Documentos
Profissional Documentos
Cultura Documentos
(1945-X)
1936 ~ 2011
ANNUAL REPORT
for the year ended 31 January 2011
VISION
STATEMENT
To become an admired Malaysian-based Engineering Company with
Regional and International Operations in:
Infrastructure Investments,
Major Civil Engineering Construction,
M&E and Process Engineering Design and Build Capability, and
Manufacturing & Sales of Water/Water Related Products including OEM.
CONTENTS
Core Values/Chairmans Message
30
Corporate Prole
33
Corporate Information
35
Additional Information
37
Financial Statements
39
10
Shareholders Information
116
Chairmans Statement
12
119
14
120
Event Highlights
18
121
Prole of Directors
20
Senior Management
23
123
24
Form of Proxy
HISTORY OF
GEORGE KENT (MALAYSIA) BERHAD
contd
Professional
Equitable
Result-driven
Focused
Environment conscious
Caring
Trustworthy
75 Years of Excellence
to
Embrace the Future
PERSONAL
P assionate
E thical
R esponsible
F riendly
E fficient
C ommitted
T eamwork
1936 ~ 2011
CHAIRMANS MESSAGE
This Year 2011 marks the 75th Anniversary of George Kent (Malaysia) Berhad from its humble beginnings in 1936 as just a service
branch ofce in Penang, of the then parent company, George Kent Limited in the United Kingdom.
Today, George Kent is recognised as the leading engineering group in Malaysia specialising in the manufacture of water meters, water
works components and brass products; investments in water related infrastructure assets; engineering and turnkey construction of
hospitals.
We export our own George Kent products to more than 20 countries worldwide, earning much needed foreign exchange. We
also successfully compete in the international arena for the manufacture of OEM products bound for the United Kingdom and
Japan markets. The George Kent brand is synonymous with quality and is a household name across the world, particularly in the
Commonwealth nations.
(Excerpt from the Chairmans speech at the launch of George Kent (Malaysia) Berhads 75th Anniversary at the function held on Monday, 14 March 2011,
graced by Y.A.B. Tan Sri Dato Hj Muhyiddin Hj Mohd Yassin, Deputy Prime Minister of Malaysia.)
Over these 75 years, George Kent (Malaysia) Berhad has reached many signicant milestones and will have many more important
milestones to reach in the future. We recollect the notable achievements for the past 75 years as set out on pages 4 to 7.
75 Years of Excellence
to
Embrace the Future
CORPORATE PROFILE
1936 ~ 2011
CORPORATE INFORMATION
Board of Directors
Registered Ofce
Share Registrar
Audit Committee
Ong Seng Pheow (Chairman)
Dato Ir. Haji Zaidan Bin Haji Othman
Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah
Tan Sri Dato Tan Kay Hock
Auditors
Ernst & Young
(Chartered Accountants)
Remuneration Committee
Tan Sri Dato Tan Kay Hock (Chairman)
Dato Ir. Haji Zaidan Bin Haji Othman
Puan Sri Datin Tan Swee Bee
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
HISTORY OF
GEORGE KENT (MALAYSIA) BERHAD
1936
The Company commenced operations at
T
No. 8, Ayer Rajah Road, Penang as a
service branch of George Kent Limited,
Luton, United Kingdom. Work involved
repairs and maintenance of water meters,
venture recorders, steam ow indicators
and waste-not taps for public stand pipes.
1951
On 2nd January, 1951, George Kent
(Malaya) Ltd was incorporated in the
Federation of Malaya as a wholly-owned
subsidiary of George Kent Limited.
1956
A workshop was opened in Singapore,
mainly to repair Kent water meters,
maintain and upkeep Kent ow, level and
pressure recorders bought by the
Singapore Municipality.
1962
A branch ofce was set up at Jalan Ipoh in
Kuala Lumpur to sell Kent instruments in
the Klang Valley.
1963
An Industrial Fittings Division and a
Petroleum Marketing Equipment Division
were established by the Company.
1964
The name of George Kent (Malaya) Ltd
was changed to George Kent (Malaysia)
Limited in July 1964.
1965
A wholly owned subsidiary, George Kent
(Singapore) Pte Ltd, was incorporated on
8 September 1965.
The Company moved from Penang to its
premises at No. 2, Lorong 19/1A, Petaling
Jaya, Selangor in November 1965.
Assembly
of
water
meters
had
commenced by then.
1968
An Industrial Equipment Division was
established by the Company.
1969
In March 1969, the Companys manufacturing plant started operations at a 4-acre
site located on Lot 4 & 6, Jalan Pahat
16/8A, Shah Alam Industrial Estate, Shah
Alam, Selangor.
On 11 July 1969, the Company was
converted to a public company under the
present name of George Kent (Malaysia)
Berhad (GKM).
1972
A Medical and Scientic Division for sales
of high quality surgical instruments, sterile
disposables, medical instruments and
monitoring equipment for cardiology was
set up.
1974
On 2 March 1974, GKM made a public
issue of 1,500,000 new shares and offer
for sale of 900,000 shares by George Kent
Ltd, England, with 1,150,000 shares
reserved for Bumiputras in connection with
its application to seek listing on the Kuala
Lumpur Stock Exchange (KLSE) and the
Stock Exchange of Singapore Limited
(SES). GKMs entire issued and paid up
share capital of $6,000,000 comprising
6,000,000 ordinary shares of $1.00 each
was granted ofcial quotation on the
KLSE and the SES on 15 April 1974.
1981
On 11 June 1981, Johan Holdings Berhad
acquired from Brown-Boveri Kent Ltd, its
controlling 51% equity interest in GKM,
bringing it under Malaysian control.
1983
An Automation Systems Division was
established in August 1983 to be involved
in the building automation and building
security business.
1985
In February 1985, GKM acquired a
42.85% interest in a local company
specialising in sales of equipment for the
upstream oil and gas industry.
1986
In September 1986, GKM commenced the
manufacture of Fibreglass Reinforced
Polyester (FRP) sectional water tanks
under licence from Sekisui Koji Co. Ltd of
Japan.
1988
During the year, GKM acquired a 51%
interest in Teknologi Air Patcandy Sdn
Bhd, a joint venture company with Portals
Water Treatment Overseas Ltd of United
Kingdom, specializing in water treatment
business.
1990
GKM secured several supply contracts
exceeding RM200 million, the largest of
which was the RM102.7 million contract to
supply pumping equipment, instrumentation
and valves for the Sungai Selangor Water
Project.
HISTORY OF
GEORGE KENT (MALAYSIA) BERHAD
contd
1991
GKM established an Export Division to
market its expertise and products to the
Asean countries.
GKM established a branch ofce in Johor
Bahru and a representative ofce in Kota
Kinabalu, Sabah.
1993
Brass Alloys Sdn Bhd, a wholly owned
subsidiary, successfully commissioned its
RM20 million integrated brass extrusion
plant on a 1.2 hectare site at Lot 6491, 6th
Mile, Mukim of Kapar, Klang, Selangor.
Commercial production of brass rods
commenced in February 1993.
1994
A new Regional Business Development
Division was established to market GKMs
expertise and products in the Asia Pacic
region. This Division was successful in
securing orders for its products from
Thailand, Vietnam, Indonesia and
Philippines.
1995
GK-Hardie Sdn Bhd, a 55% subsidiary in
joint venture with James Hardie Plumbing
& Pipelines Pty Ltd of Australia,
commenced commercial production of
high quality plastic pipes for the water
related industry. The RM20 million plant
was located on a 14,951 sq. m site on Lot
20, Rawang Integrated Industrial Park,
Rawang, Selangor.
1996
GKM secured a contract from KLCC
Berhad for the security and card access
control system for Petronas Twin Towers.
GKM also secured contracts to supply the
FRP-panel water tanks and valves for the
Twin Towers.
GKM received the Best Class A
Contractor award from Jabatan Bekalan
Air Negeri Sembilan for the exemplary
overall performance in the New Gemas
Water Supply Turnkey Project .
In the 4th quarter of 1996, the Groups
head ofce and manufacturing plants were
relocated to a newly built RM42 million
integrated facility, George Kent
Technology Centre, on a 17 acres site in
Jalan Dengkil, Puchong, Selangor.
In October 1996, GKM was awarded full
compliance of ISO 9001:2000 certication
standards for the production of water
meters, brass ttings and FRP panels for
water tanks using the MMD manufacturing
process.
1997
In May 1997, Brass Alloys Sdn Bhds
brass rods extrusion plant was awarded
full ISO 9002 quality accreditation.
During the year, the Water Infrastructure
Division secured the concession for the
operation and management of the Mt.
Eriama Water Treatment Plant in Port
Moresby, Papua New Guinea. The Group
invested in a 19% equity interest in PNG
(Water) Ltd. which holds the US$120
million concession for this water treatment
plant. A wholly-owned subsidiary, George
Kent (PNG) Pty. Ltd. was incorporated as
sole operator and maintenance contractor
for this project.
In December 1997, GK-Hardie Sdn Bhd
became the rst manufacturer in Malaysia
to receive the ISO 9002 quality certication
for its UPVC and polybutylene pipes
manufacturing process. With this
certication, all manufacturing companies
in the GKM Group have attained ISO 9002
quality accreditation for their manufacturing
processes.
1998
Infrastructure Division completed the
160 MLD Lat Krabang distribution
pumping station turnkey contract for the
Metropolitan Waterworks
Authority,
Bangkok, Thailand. Also completed a
contract for upgrading and rehabilitation
of Su
g Batu and Sungai Rangkap
Sungai
water treatment plants in S
Selangor.
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
HISTORY OF
GEORGE KENT (MALAYSIA) BERHAD
contd
1999
The completion of two large projects by
the Infrastructure Division _ the Sungai
Kelinchi and the Sungai Linggi projects in
Negeri Sembilan.
GKM in joint venture with a local
construction company was awarded the
RM366 million contract for the Rasa Water
Treatment works for the Sungai Selangor
Water Supply Scheme _ Phase 3 in
Selangor.
2000
The Manufacturing Division launched a
new series of industrial Multijet water meter
for the export market.
Infrastructure
Division
successfully
completed the contract for rehabilitation
and upgrading of the Sungai Linggi Water
Treatment Plant (from 70 MLD to 130
MLD) in Negeri Sembilan.
2001
Infrastructure
Division
successfully
completed Stage 1 works for the Sungai
Selangor Water Supply Phase 3 Project.
2002
GKM won the Builders Award _
Mechanical & Electrical Works Category
Mechanical Project by Construction
Industry Development Board (CIDB) for its
outstanding
performance
in
the
implementation of the 250 MLD Rasa
Headworks and Bulk Transfer Works
(Stage 1) _ Sungai Selangor Water Supply
Scheme Phase 3 Project.
2003
GKM secured several landmark projects:
The Central Kedah water supply project in
Gurun, Kedah, and the upgrading works
for a new 50 MLD ltration plant in Mount
Eriama, Port Moresby, PNG.
2004
Manufacturing Division which operates the
largest hot brass-stamping and water
meter manufacturing plant in South _ East
Asia is accredited with ISO 9001:2000.
The Infrastructure Division also secured
several water projects including the 100
MLD raw water booster pump station at
Mt. Eriama, Port Moresby, the 100 MLD
water transfer from Muar river to Talang
dam in Kuala Pilah, Negeri Sembilan and
the National sewerage treatment plant
project _ Package A.
2005
Industrial Equipment Dept FRP business
unit secured a contract from Sekisui Aqua
Systems Co. Limited of Japan to supply
the water tanks and accessories for the
global markets for 3 years.
2006
Manufacturing Division works towards
achieving the ISO 14001:2004
Environmental Management System
certication.
The Export Division started propecting for
business in the South Asian and African
countries.
2007
The Infrastructure Division works towards
achieving the ISO 9001:2000 certication
for its engineering operations.
In April 2007, George Kent embarked on
initiatives to re-engineer, transform and
streamlined its businesses into four core
divisions, namely, Meters, Manufacturing,
Contracts and Industrial/Systems Divisions.
This is in line with the objective of having
better focus and emphasis in growing the
businesses signicantly in meeting the
strategic ve years plan.
2009
On 16 February 2009, George Kent
secured the RM 97.75 million contract
from the Ministry of Health, Malaysia to
design, build, complete, and commission
& maintain upgrading works for the Kuala
Lipis Hospital, Pahang. The project is
scheduled to be completed by 25 August
2011.
2010
In June 2010, George Kent in joint venture
with two parties secured the Package 3A
of the inter-state raw water transfer
project, Semantan Intake And Pumping
Station Works, valued at RM317.6 million.
The project is scheduled to be completed
in May 2014.
In July 2010, George Kent secured the
RM129.8 million project to construct and
complete a 160 MLD Water Treatment
Plant in Pancing, Kuantan, Pahang in joint
venture with Leika Sdn Bhd. The project is
scheduled to be completed in August
2013.
History was created in George Kent in
December 2010 when the Manufacturing
Division achieved the 1st ONE MILLION
Water Meters within one nancial year.
HISTORY OF
GEORGE KENT (MALAYSIA) BERHAD
contd
5 s
1950
1936
ang
1965
969
19
1996
GKMs Head Ofce in Petaling Jaya and Manufacturing plant in Shah Alam were relocated in
December 1996 to the RM42 million integrated facility, George Kent Technology Centre on a 17
acres site in Jalan Dengkil, Puchong.
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
TRANSFORMATION JOURNEY
AND THE WAY FORWARD
The Company started business way back in 1936 as just a branch ofce in Penang, established by George Kent, Luton, United
Kingdom. Work performed during this early period were repairs and maintenance of water meters, venture recorders, steam ow
indicators and waste-not taps for public stand pipes.
Today, George Kent is recognised as the leading engineering group specialising in water works construction; the largest manufacturer
of water meters, water works components and brass products. Our Plant on a 17 acres site in Puchong, Selangor Darul Ehsan, is
the largest brass stamping plant in South East Asia; and possibly the largest water facility in a single location in the world outside the
United States and China. The George Kent brand is a household name across the world. In 2010, we achieved a record output of
2,000,000 completed household water meters and housings, not including other components.
Over the years, many things have changed. Towards the tail end of the last century, the world has changed even faster. Globalization
and the introduction of technology especially, the internet, has completely changed the shape of business. It is now becoming
more competitive and companies have to move at an even faster pace to keep up with the ever increasing changes in the business
environment. The inuences shaping business and competition in this technology fuelled environment is a call for action to companies
which want to stay ahead of these trends in order to remain competitive. The world is moving faster than we can keep up. Companies
must learn to learn, teaching itself to stay curious and innovative, if it is to excel in the global economy. To survive and stay ahead of
competitors, companies must adapt to new realities quickly, whether these be unexpected technologies, emerging markets or rulechanging innovations.
George Kents Transformation journey began on 12 May 2007, when the Chairman launched the 1st GKM Management Conference
to share his vision of a new George Kent to make the Group more competitive and innovative for a fundamental shift in the Groups
performance. The Transformation initiatives implemented to re-engineer and change the way George Kent conducts its businesses
were as follows:
(i)
(ii)
(iii)
Streamlining its businesses under four (4) core divisions, namely (1) Meters, (2) Manufacturing, (3) Contracts and (4) Industrial/
Systems Divisions.
Re-examining its talent resources, succession planning readiness, performance management systems, reward and compensation
systems to bring about the needed organisational changes crucial to its long term corporate success and competiveness.
Re-dening the Groups strategic thrust and forward planning to capitalise on new business opportunities and growth avenues
hitherto untapped and uncontested.
The success of the Transformation initiatives were reected in the following FYE results of GKM Group:
31 Jan.08
31 Jan.09
31 Jan.10
31 Jan.11
(RM000)
(RM000)
(RM000)
(RM000)
Revenue
89,832
106,933
124,813
165,037
13,051
14,618
26,095
32,458
8,882
11,193
19,866
24,799
122,579
135,585
148,116
163,510
3.5 sen
4.0 sen
5.0 sen
To build George Kent into a company with substantial investments in water infrastructure with specialised engineering capabilities
in the region.
To develop George Kent into a leading water meter supplier in the region.
To develop George Kent into a major international supplier of waterworks products by capitalising on the George Kent brand
name.
To this end, the Transformation Journey that we started in May 2007 continues.
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
Revenue
(RMmillion)
(RMmillion)
Total assets
(RMmillion)
230
32
165
207
26
166
125
94
174
107
90
11
07
156
08
09
10
11
07
13
08
15
09
10
11
07
08
09
11
10
Shareholders funds
(RMmillion)
(sen)
(sen)
11.0
71.7
77.9
70.4
164
148
72.6
65.8
8.8
136
113 123
5.0
3.6 3.9
07
08
09
10
07
11
08
09
10
07
11
08
09
10
Price
11
Volume
240
1.60
1.40
190
1.20
1.00
140
0.80
90
0.60
0.40
40
0.20
0.00
Feb
Mar
Apr
May
June
July
Aug
Oct
Nov
Dec
Jan
Feb
Mac
Apr
May
High (RM)
0.94
1.20
1.55
1.57
1.45
1.45
1.41
1.33
1.31
1.25
1.25
1.25
1.23
1.19
1.20
1.19
Low (RM)
0.86
0.92
1.13
1.17
1.23
1.28
1.21
1.15
1.17
1.16
1.15
1.09
1.08
1.06
1.10
1.04
19
132
217
79
38
17
11
14
13
22
11
High (RM)
10
Sept
Low (RM)
-10
2010
2009
2008
2007
RM000
RM000
RM000
RM000
RM000
Restated
INCOME STATEMENT
Revenue
Prot Before Tax
Income Tax
Prot for the year
165,037
124,813
106,933
89,832
93,777
32,458
26,095
14,618
13,051
10,836
7,659
6,229
3,410
4,079
2,609
24,799
19,866
11,193
8,882
8,081
82,755
79,713
78,709
74,154
78,701
BALANCE SHEET
Total non-current assets
Total current assets
147,679
126,901
95,348
81,995
87,748
Shareholders fund
163,510
148,116
135,585
122,579
112,756
Minority Interest
913
823
163,510
148,116
135,585
123,492
113,579
13,415
15,253
16,888
12,551
21,507
53,509
43,245
21,584
20,106
31,363
11.00
8.80
5.00
3.90
3.60
Shareholders Equity
SHARE INFORMATION
Per Ordinary Share
Earnings, fully diluted basis (sen)
Dividend gross (sen)
Net assets (sen)
Share price as at 31 January (RM)
5.00
4.00
3.50
72.60
65.80
70.40
77.90
71.70
1.20
0.880
0.500
0.520
0.565
15.17
13.40
8.30
7.20
7.20
Nil
Nil
Nil
Nil
0.1 : 15.8
FINANCIAL RATIOS
Return on equity (%)
Net Debt equity ratio (Note 1)
Note 1: Net Debt comprise current and non-current bank borrowings, hire purchase and nance lease liabilities less cash and bank balances.
11
75 Years of Excellence
to
Embrace the Future
CHAIRMANS STATEMENT
1936 ~ 2011
Dear Shareholders,
On behalf of your Board of Directors, I am pleased to present the Annual
Report of George Kent (Malaysia) Berhad for the nancial year ended
31 January 2011.
ECONOMIC AND BUSINESS ENVIRONMENT REVIEW
Whilst the economy in the United States and parts of Europe remained in the doldrums
during 2010, recovery in Asia, under its own steam, continues to surge ahead due to better
growth prospects driven by strengthening domestic demand and a more robust nancial
sector. However structural issues such as high unemployment, a fragile nancial sector
and weak scal policies facing advanced economies posed downside risks to this growth
outlook, given Asias dependence on export demand.
The Malaysian economy registered commendable growth rate of 7.2% in 2010, underpinned
by strong domestic demand and recovery in exports, supported by the Governments
proactive stimulus packages and accommodative monetary policies. 2010 also saw the
Government setting in place the necessary measures to start the National Transformation
Programme to support sustainable growth and to achieve its objectives of Malaysia
becoming a developed and high income nation in 2020.
In tandem with growth of economies in the Asian countries, Singapore, Indonesia and
Hong Kong registered growth rates of 14.5%, 6.1% and 6.8% respectively in 2010, all
higher than the respective countries initial forecasts at the beginning of the year.
FINANCIAL REVIEW
I am delighted to report that for the nancial year under review, your Group achieved
commendable performance, achieving an all time record prot before tax of RM32.458
million. Highlights of nancial results are as follows:
t
t
t
t
t
%JWJEFOEQFSTIBSFPGTFOMFTTUBY TFOMFTTUBY
t
Your Groups excellent performance was attributed to the higher sales of meters, OEM
products and project related jobs.
DIVIDENDS
For the nancial year ended 31 January 2011, your Company paid an interim dividend of
2.0 sen per share less 25% tax on 11 November 2010.
12
CHAIRMANS STATEMENT
contd
As announced on 11 March 2011, your Board has recommended, subject to shareholders approval at the forthcoming Annual
General Meeting, a nal dividend of 3.0 sen per share less 25% tax. This will bring the total gross dividend to 5.0 sen per share
declared for the nancial year ended 31 January 2011. In monetary term, the total net dividend payout in respect of the nancial year
under review will be RM8.448 million (2010: RM6.684 million).
ACKNOWLEDGEMENT
Pursuant to Section 129 of the Companies Act, 1965, Dato Ir. Haji Zaidan bin Haji Othman, age 78, vacates his ofce as Director at
the forthcoming Annual General Meeting of your Company to be held on 7 July 2011. He has intimated that he does not wish to offer
himself for re-appointment.
On behalf of your Board of Directors, I would like to thank him for his valuable contribution and wise counsel to the Group during his
23 year tenure of ofce. We wish to convey our best wishes to him and to wish him well.
On behalf of your Board of Directors, I wish to thank the management and staff at all levels for their commitment, dedication and
collective contribution to the Groups performance. I wish also to thank our valued customers, suppliers, business partners and
shareholders for their continued support.
13
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
George Kent Group has two (2) core business units namely, Manufacturing,
Meters & Industrial Products (MMI) and Infrastructure Investment, Water &
Construction (IWC). Its core businesses are centred in the Water Industry.
MANUFACTURING, METERS & INDUSTRIAL PRODUCTS
Manufacturing
The Manufacturing Division operates the largest hot brass forging
plant in South East Asia for the production of internationally
certied water meters for standard household applications and
specialised industrial usage. Its integrated plant on a 17 acres
site in Puchong, Selangor Darul Ehsan, Malaysia is accredited
with full compliance of ISO 9001:2000 certication standards
for the production of water meters, brass ttings and Fibreglass
Reinforced Polyester (FRP) panels for water tanks as well as
ISO14001:2004 Environmental Management System. This plant
is one of the largest single location water meter manufacturing
facilities in the world. The water meters produced by George
Kent are ISO Class C rated water meters, the preferred
standard in Malaysia and many other countries worldwide. The
water meters manufactured by the Group are exported to more
than 20 countries worldwide and continuing to make inroads
into new export markets. In addition to meters, the plant also
manufactures a multitude of brass products and components
ranging from waterwork ttings, stopcocks, ferrules, housings,
brass parts, ball oat control valves and high quality FRP water
tanks. The plant serves as the in-house manufacturer for the
Meters and Industrial Products Divisions as well as contract
manufacturer of OEM parts and products of the Groups local
and overseas customers.
14
Meters
Industrial Products
The Meters Divisions revenue for the nancial year under review
was higher by 12.3% compared to the previous nancial year.
The increased demand for the Groups water metering products
was due to its success in recapturing some of the water meters
contracts lost previously.
With the shifting of the centre of the global economic growth to
the East Asia region, the demand for basic infrastructure and
related supporting products is set to increase. In this respect,
the Group is well position to benet from this growth in potential
businesses. Meanwhile, the Group will continue to improve its
efciencies and product quality so to maintain its leadership
position in the local market and remain competitive in both the
local and export markets.
15
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
Infrastructure Investment
16
i.
ii.
17
75 Years of Excellence
to
Embrace the Future
EVENT HIGHLIGHTS
1936 ~ 2011
3 February 2010
Analysts Brieng cum Factory Visit to GKM
1 June 2010
Kuala Lipis Hospital Project Topping Up Ceremony
8 February 2010
Staff Appreciation Dinner in Quality Hotel Kuala Lumpur
22 February 2010
Lion Dance & Chinese New Year Staff Luncheon in GKM
10 April 2010
Kelab Sukan George Kent Annual Dinner in Klang Executive
Club
18 June 2010
Commencement of ERP Foundation Training for all staff
22 June 2010
Career Fair in INTI University College in Nilai
26 June 2010
Tan Sri Dato Tan Kay Hock Badminton Challenge Trophy
8 May 2010
George Kent Family Day & Tree Planting
22 May 2010
7th Management Conference
18
EVENT HIGHLIGHTS
contd
31 July 2010
CPR Safety Training Course
12 January 2011
George Kents 1st One Million Water Meter Celebration at
George Kent Technology Centre, Puchong.
4 October 2010
Hari Raya Puasa Staff Luncheon
23 October 2010
8th Management Conference
30 October 2010
Kejohanan Ping Pong Kelab Sukan George Kent
13 November 2010
Sales Management Seminar Next Step to Breakthrough
Sales
23 December 2010
Professional Career in Engineering Talk by IEM
31 December 2010
Annual GKM Badminton Tournament between Ofce & Factory
Employees
19
PROFILE OF DIRECTORS
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
20
Name
Age
63
78
Nationality
Malaysian
Malaysian
Qualication
Barrister-at-Law
Position on Board
Chairman
(Non-Independent Non-Executive Director)
Director
(Independent Non-Executive Director)
Date of Appointment
14 January 1982
27 June 1988
Working Experience
t
t
NIL
NIL
NIL
NIL
NIL
NIL
Committee
PROFILE OF DIRECTORS
contd
64
62
British Citizen
Malaysian
Barrister-at-Law
Director
Director
(Non-Independent Non-Executive Director) (Independent Non-Executive Director)
11 October 1989
13 September 2004
t
t
t
t
t
t
t
NIL
NIL
NIL
NIL
NIL
21
PROFILE OF DIRECTORS
75 Years of Excellence
to
Embrace the Future
contd
1936 ~ 2011
Name
Age
59
56
Nationality
Malaysian
Malaysian
Qualication
t
t
t
t
t
t
t
t
22
Position on Board
Director
(Independent Non-Executive Director)
Director
(Non-Independent Executive Director)
Date of Appointment
8 December 2009
10 December 2008
Working Experience
t
t
t
NIL
NIL
NIL
NIL
NIL
NIL
NIL
Committee
Member of
Committee.
Wetlands International
Kimlun Corporation Berhad
Malaysian Green Technology
Corporation
the
Risk
Management
SENIOR MANAGEMENT
EXECUTIVE DIRECTOR
Ir. Dr. Cheong Thiam Fook, aged 56, is the Executive Director responsible for the entire operations of the Group. He holds a BSc
in Mechanical Engineering, a Master in Energy Technology and a PhD in Manufacturing Management. He is Fellow member of the
Institute of Engineers, Malaysia and a registered Professional Engineer with the Board of Engineers, Malaysia. He has over 25 years of
experience in the building and construction services industry and as Project Manager in the successful completion of many projects
including high-rise buildings, industrial plant and public infrastructure projects such as Star LRT System Phase 1 & 2.
SENIOR MANAGERS
(in alphabetical order)
Chan Kim Chuan, aged 61, is the General Manager of the Meters, Manufacturing and Industrial Division. He has served the Company
for over 38 years and has experience in factory, engineering and manufacturing management. He is responsible for the development,
manufacturing and marketing of meters and industrial products and OEM-manufacturing services and products.
Kong Chee Khoon, aged 47, is the General Manager Corporate Affairs of the Company. He is a fellow member of the Association of
Chartered Certied Accountants and a member of the Malaysian Institute of Accountants. He has more than 15 years of corporate
nance related experience in his prior engagement with a local conglomerate. Mr Kong is primary responsible in the corporate nance
activities of the Group.
Ir. Thong Koon Choon, aged 56, a registered professional engineer is the General Manager of the Contract Division. He holds a
BSc in Civil Engineering from University of Portsmouth, a MBA from University of Strathclyde and a CDipAF from ACCA, UK. He is a
member of MIEM, MICE, MCIWEM, MMWA, C Eng (UK), P Eng (Malaysia). He has more than 30 years of working experience in the
Water and Wastewater sectors covering Consultancy, Turnkey Contracting, Contracts Management and Sub-Contracting. Key areas
of expertise and knowledge covers design, project management, contract administration, site supervision, marketing and business
development of the Water and Wastewater business.
23
1936 ~ 2011
The Board is committed to ensuring high standards of corporate governance throughout the Group and endeavours to ensure
consistency of policies and procedures of the Group of companies in different geographical regions. This statement illustrates the
extent of which the Board has embodied the spirit and principles of the Malaysian Code on Corporate Governance (The Code). The
Code formalises management practices that have generally been adopted by the Board for some time now. Unless otherwise stated
below, the Company is in compliance with the requirements of the Code.
A.
BOARD OF DIRECTORS
(i)
Board Composition
The Board currently has six (6) members, comprised of one (1) Executive Director and ve (5) Non-Executive Directors,
three (3) of whom are Independent Directors. Together, the Directors have a diverse wealth of experience as well as skills
and knowledge in law, engineering, accounting and general management. The prole of each Director on the current
Board is included in Pages 20 to 22 of this Annual Report.
There is clear segregation of responsibilities between the Chairman and Executive Directors to ensure a balance of power
and authority. The role of the non-executive Directors is particularly important as they provide unbiased and independent
view, advice and judgement to full a pivotal role in corporate accountability.
(ii)
(iii)
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Supply of Information
All Directors are provided with an agenda and a set of Board papers prior to each Board Meeting to be convened. Board
papers are circulated in sufcient time to enable Directors to obtain further explanation, if necessary, in order to be properly
briefed before each meeting. Board members are supplied with full and timely information necessary to enable them to
discharge their responsibilities. Senior management staffs are also invited to attend Board Meetings when necessary to
provide the Board with further explanation and clarication on matters being tabled for consideration by the Board.
The Board meets quarterly, scheduled to hold within two months of each quarter, to consider the quarterly nancial results
and review operational performance. Additional meetings are convened as and when necessary.
All Directors have access to the advice and services of the Company Secretary and are updated on new statutory or
regulations requirements concerning their duties and responsibilities.
Newly appointed Directors are briefed by the Board, the Company Secretary and the members of the management on the
nature of business and current issues within the Company and the Group.
24
A.
(v)
Held
Attended
Re-election of Directors
In accordance with the Articles of Association of the Company at least one-third of the Directors including the Managing
Director are required to retire by rotation at each Annual General Meeting but shall be eligible for re-election
The Articles of Association of the Company also provided that the newly appointed Director shall hold ofce until the
forthcoming Annual General Meeting and shall then be eligible for re-election.
Directors over seventy years (70) of age are required to submit themselves for re-appointment annually in accordance with
Section 129(6) of the Companies Act, 1965.
Details of Directors seeking re-election or re-appointment (as the case may be) as required under Paragraph 8.27(2) of the
Bursa Securities Listing Requirements are disclosed in the Statement Accompanying Notice of Annual General Meeting.
(vi)
Directors Training
The Board encourages its Directors to attend talks, seminars, workshops and in-house conferences to update and
enhance their skills and knowledge and to keep abreast with developments in regulatory and corporate governance
issues. During the year the Directors in their individual capacity and as Director of other public listed companies in
Malaysia, had attended many courses, briengs and seminars, relating to risk management, corporate governance,
investors relations and nancial statements reporting under IFRS. The latest seminar organised for Directors was entitled
Compliance of the Listing Requirements Expectations on Directors of Listed Companies conducted by Bursatra Sdn
Bhd.
25
contd
1936 ~ 2011
A.
Audit Committee
The Audit Committee currently is comprised of four (4) Non-Executive Directors as follows:1.
2.
3.
4.
The Audit Committees terms of reference include the review of the Groups quarterly and year end nancial results,
review of any major audit ndings raised by external auditors and internal auditors and managements response
thereon. The Executive Directors, Head of Finance & Control and Internal Audit Manager attend the Audit Committee
Meetings at the invitation of the Audit Committee. The Audit Committee meet with the external auditors at least once
a year without any executive Directors being present.
Agenda of Audit Committee Meetings also include internal audit ndings of operating units of the Group and
investigations carried out by internal audit department.
The Audit Committee Report for the nancial year pursuant to Paragraph 15.15 of the Bursa Securities Listing
Requirements is contained in Pages 30 to 32 of this Annual Report.
(b)
The Risk Management Committees primary responsibility is to oversee the overall risk management of the Group,
particularly on the strategic areas of the business. The Risk Management Committee, supported by the Risk
Management Working Group, which comprises of the Senior Managers, is responsible for identifying, managing and
mitigating risks through a systematic risk evaluation/proling exercise. The Risk Prole is reviewed and revised on a
quarterly basis and submitted to the Risk Management Committee for review.
(c)
Remuneration Committee
During the nancial year ended 31 January 2011, the Remuneration Committee comprised of two (2) NonIndependent Non-Executive Directors and one (1) Independent Non-Executive Director as follows:1.
2.
3.
The Remuneration Committees primary responsibilities are to recommend to the Board the remuneration package
and the terms of employment on each executive Director. The determination of fees payable to non-executive
Director will be a matter for the Board as a whole, and a Director shall not participate in the decision on their own
remuneration packages.
The Remuneration Committee is also responsible for developing the Groups remuneration policy and determining
the remuneration packages of senior executive employees of the Group.
26
A.
Nomination Committee
Given the limited size of the Board, the Directors consider it inappropriate for the time being, to formally establish a
Nomination Committee as all new nominations of Directors received are assessed and approved by the entire Board.
The process of assessing Directors performance is also an ongoing responsibility of the entire Board.
(e)
Up to 31 January 2011, a total of 443,000 option shares under the 1st tranche were exercised with 283,000 option
shares remaining unexercised.
B.
DIRECTORS REMUNERATION
The remuneration of Directors is determined at levels which enable the Company to attract and retain Directors with the relevant
experience and expertise to manage the Groups effectively.
The fees payable to the non-executive Directors, any increase of which are subject to approval by shareholders at annual general
meeting. The Chairman of each Board Committee is paid an allowance of RM1,500/- per meeting and each Non-Executive
Committee member is paid RM1,000/- per meeting.
The aggregate remuneration of the Directors for the nancial year ended 31 January 2011 is as follows:-
Fees
Salaries
and Other
Emoluments
BenetsIn-Kind
Total
(RM000)
(RM000)
(RM000)
(RM000)
483
25
508
144
28
176
72
72
45
10
55
50
10
60
45
48
356
510
53
919
Executive Directors
Ir. Dr. Cheong Thiam Fook
Non-Executive Directors
Tan Sri Dato Tan Kay Hock
Total
27
contd
1936 ~ 2011
B.
C.
Executive
Non-Executive
Total
Below RM50,000
RM50,001 to RM100,000
RM300,001 to RM400,000
RM400,001 to RM500,000
RM500,001 to RM600,000
D.
Financial Reporting
The Board acknowledge their responsibility to ensure that the nancial statements of the Company and the Group are
prepared in accordance with the provisions of the Companies Act, 1965 and approved accounting standards in Malaysia
so as to give a true and fair view of the state of affairs and the result of the Company and of the Group.
In preparing these nancial statements, the Directors have:-
The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any
time the nancial position of the Company and the Group and to enable them to ensure that the nancial statements as
prepared comply with the Companies Act, 1965. The Directors are also responsible for safeguarding the assets of the
Company and the Group and to take reasonable steps for the prevention and detection of fraud and other irregularities.
28
D.
Internal Control
The Board acknowledges its overall responsibility for ensuring that a sound system of internal control is maintained
throughout the Group and the need to review its effectiveness regularly. The Board recognises that risks cannot be totally
eliminated and the system of internal controls instituted can only help minimise and manage risks and provide some
assurance that the assets of the Company and of the Group are safeguarded against material loss and unauthorised use
and that nancial statements are not materially misstated.
The information on the Groups internal control is presented in the Statement on Internal Control of this Annual Report.
(iii)
This Statement is made in accordance with the resolution of the Board of Directors dated 27 May 2011.
29
1936 ~ 2011
MEMBERS
Ong Seng Pheow
Dato Ir. Haji Zaidan Bin Haji Othman
Tan Sri Dato Tan Kay Hock
Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah
A.
TERMS OF REFERENCE
1.
2.
3.
30
Constitution
(i)
The Audit Committee (the Committee) was established by the Board of Directors (the Board) of the Company at
its meeting held on 3 March 1994; and
(ii)
The Board shall ensure that the composition and functions of the Committee comply as far as possible with the
Bursa Securities Listing Requirements as well as other regulatory requirements.
Objectives
(i)
To assist the Board in fullling its duciary responsibilities relating to corporate accounting and reporting practices of
the Company and the Group;
(ii)
To maintain, through regularly scheduled meetings, a direct line of communication between the Board and the
external auditors as well as the internal auditors;
(iii)
To act upon the Board of Directors request to investigate and report on any issue or concern with regard to the
management of the Group.
To review with the external auditors the audit plan and their evaluation of the system of internal controls;
(ii)
To consider and recommend for approval of the Board the appointment or re-appointment of the external auditors,
the audit fees and any questions of their resignation or dismissal;
(iii)
To review the adequacy of the internal audit plans, scope of examination of the internal auditors and ensure
that appropriate action is taken by Management in respect of the audit observations and the Committees
recommendations;
(iv)
To review the quarterly, half-yearly and annual nancial statements before submission to the Board. The review
should focus primarily on compliance with accounting standards as well as other regulatory requirements and the
adequacy of information disclosure for a fair and full presentation of the nancial affairs of the Company and the
Group;
(v)
To review any related party transaction and conict of interest situation that may arise within the Company and the
Group including any transaction, procedure or conduct that raises questions of management integrity;
(vi)
To direct any special investigations on the Groups operations to be carried out by the internal audit department or
any other appropriate agencies;
(vii)
To discuss problems and reservations arising out of external or internal audits and any matters which the auditors
wish to bring up in the absence of Management or the Executive Directors of the Group where necessary; and
(viii)
To perform other related duties as may be agreed by the Committee and the Board.
B.
MEETINGS
During the year ended 31 January 2011, the number of Audit Committee Meetings held and the attendance of each Director
were as follows:No. of Audit
Committee Meetings
Held
Attended
Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah (appointed w.e.f. 31 March 2010)
At these Committee Meetings, the Executive Directors, Head of Finance & Control Department together with the Internal Audit
Manager and representatives of the external auditors were as appropriate, in attendance to review with the Committee Members
the quarterly reports as the case may be focusing on going concern assumption compliance with accounting standards,
signicant audit issues and internal controls.
After each Committee Meeting, the Chairman of the Committee reports to the Board on the proceedings conducted thereat and
to convey the recommendation of the Committee to the Board for its consideration.
The Audit Committee had also met with the External Auditors separately on an occasion without the presence of Executive
Directors and Senior Management.
C.
ACTIVITIES
In line with the terms of reference of the Committee, the following activities were carried out by the Committee during the
nancial year ended 31 January 2011 in the discharge of its functions and duties:(i)
Review of the audit plans and scope for the year for the Group prepared by Internal Audit Department and the external
auditors;
(ii)
Review of the internal audit reports of companies within the Group prepared by the Internal Audit Department and Auditors
Reports by the external auditors and consideration of the major ndings by the auditors and managements responses
thereto. Monitored the corrective actions on the outstanding audit issues to ensure that all the key risks and control lapses
have been addressed;
(iii)
Review of the quarterly and annual nancial statements of the Group prior to submission to the Board for consideration
and approval;
(iv)
(v)
(vi)
Meeting with the external auditors without the presence of the management.
31
contd
1936 ~ 2011
D.
This Audit Committee Report has been reviewed and approved by the Board of Directors for inclusion in this Annual Report on 27
May 2011.
32
The George Kent Group recognise Corporate Social Responsibility (CSR) as an integral part to our approach in managing our
businesses, creating value to our shareholders and enhancing the long term sustainability of our Group. Our Group believe in the concept
of CSR in going beyond business to full our responsibilities towards the Environment, Community, Workplace and Marketplace.
THE ENVIRONMENT
The Group practice environmental preservation and maintain high standards of occupational and health management practices as
part of our commitment to our employees and society as a whole. George Kent had embarked on resources conservation since
we started our transformation initiatives back in 2007. The Energy Efciency Management Team set up aims to achieve savings in
electricity bills and other energy cost of at least 15%. Other eco-friendly steps taken include recycling, air pollution controls, and waste
management. In conjunction with the Companys Family Day held on 8 May 2010, we also had a Green Day which saw more than 100
trees being planted by the management in the perimeter of GKMs factory site as a greening of the environment event.
George Kents manufacturing plant is fully ISO 14001 compliant. The plant also harvest rainwater for use in its test-bench operations
as well as utility washing and cleaning in general.
THE COMMUNITY
We believe in adding value to the communities in which we operate through providing support in diverse areas of social welfare.
We also encourage our employees to also participate in community projects and undertake voluntary works for fund-raising and
social welfare. The Group support and will continue to contribute to charity organisations which are directed in aiding the needy. In
conjunction with the launch of George Kents 75th Anniversary Celebration on 14 March 2011, the Company made a tax exempt
donation of RM500,000 to the MCA 1Malaysia Medical Foundation. This Foundation is to assist Malaysian citizens of all races with
limited nancial capacity or medical insurance to pay medical expenses.
THE WORKPLACE
The Company is unwavering in its drive to make George Kent Technology Centre a learning organisation where staff training and
development are given continuous focus and emphasis. Our employees are central to our continued success of our businesses and
our reputation for service excellence.
Existing and new staff are given in-house training programmes such as leadership and team development programmes, management
trainee programmes and, internships etc. To upgrade their work skills and capabilities towards higher responsibilities and career
growth. Some of the staff welfare benets include staff canteen subsidy, sponsorship of Family Day, local study trips, nancial support
of staff sports and recreational amenities, festival celebrations and staff loan assistance. Senior management personnel are given
exposure to study trips overseas and senior management learning programmes are conducted by renowned institutions to widen
their horizon and talents.
On 8th May 2010, a Family Day with the theme One Team One Spirit was held in George Kent Technology Centre in Puchong,
attended by more than 800 employees and their family members. Besides a wide array of food and refreshments being provided, other
events include telematches, karaoke & colouring contests and entertainment of children by 2 clowns.
Since November 2008, a quarterly GKM Newsletter was published in-house to provide an additional channel of communication to
keep our staff informed of the Groups developments.
In conjunction with its 75th Anniversary Celebration, the Company also launched the George Kent Education Fund as its long term
human capital development plan to provide University scholarships to eligible staff family members, Vocational College assistance to
qualied staff members and Management Trainee Programme to develop talents of staff in Engineering, Finance, Business and Law.
33
contd
1936 ~ 2011
THE MARKETPLACE
We are committed to actively engage and respond to our shareholders, analyst, fund managers, customers, suppliers and government
and non-government bodies with a view to better relations and understanding.
We are committed to high ethical standards in the areas of marketing, advertising and procurement. We seek to protect our customers
rights through responsive customer complaint and meeting with the strictest data protection requirements. We continue to monitor all
levels of our operations for efciency to ensure that these are aligned with our corporate governance statements.
We maintain timely and open communications with our shareholders, analyst and fund managers so as to have a clear understanding
of the Groups strategy, performance and growth direction. Details of the Companys Shareholders Communication and Investors
Relationship Policy are found on the Statement on Corporate Governance on Page 28 of the Annual Report.
34
The Malaysian Code on Corporate Governance requires listed companies to maintain a sound system of internal control to safeguard
shareholders investments and the Companys assets. This Statement is prepared in accordance with Paragraph 15.26 (b) of the Main
Market Listing Requirements (LR) of Bursa Malaysia Securities Berhad.
BOARD RESPONSIBILITY
The Board recognizes its responsibilities for and the importance of sound internal controls and risk management practices and for
reviewing the adequacy and integrity of those systems. However it should be noted that such systems are designed to manage rather
than eliminate risk. Also any system can only provide reasonable and not absolute assurance against material loss or misstatement.
INTERNAL CONTROL
Internal audit plays a critical role in the objective assessment of the Groups business processes by providing the Audit Committee
with reasonable independent assurance on the effectiveness and integrity of the Groups system of internal control. Further, there are
organizational structures in place for each operating unit with clearly dened levels of authority. Operational management has clear
responsibility for identifying risks affecting their business and for instituting adequate procedures and internal controls to mitigate
and monitor such risks in an ongoing basis. Issues are brought to the Boards attention regularly during Board meetings. Standard
operating policies and procedures that document how transactions are captured and where internal controls are applied exist for all
Group operating companies. As part of the performance monitoring process, management information in the form of annual budgets,
revised forecasts and quarterly management accounts and reports are provided to the Board for approval and review respectively.
The other key elements of the Groups internal control system are described below.
s
Organisation Structure
The Group has in placed an organisation structure with key responsibilities clearly dened for the Board, Committees of the
Board and executive management of the Groups operating units.
s
s
s
s
s
35
contd
1936 ~ 2011
RISK MANAGEMENT
The Risk Management Committee, set up by the Board in September 2002, comprised of executive board members and senior
management to better identify and to review the risk prole of companies within the Group.
There is an ongoing process for identifying, evaluating and managing signicant risks faced by the Group in the context of its business
objectives. Each major operating unit of the Group has produced a Risk Register which indenties the key risks, their potential impact
and likelihood of occurrence as well as control strategies material risks are identied, analysed, treated, monitored and reported to the
Risk Management Committee and Audit Committee by various business units through the submission of Risk Prole that is reviewed
on a half-yearly basis.
INTERNAL AUDIT
The internal audit team assists the Audit Committee in providing assurance that a sound system of internal controls exists by reviewing
such controls and procedures of the Company and its subsidiaries. The internal audit team reports to the Audit Committee regarding
the effectiveness of the risk and control management and also recommends improvements in controls. The internal audit team is
independent and has no involvement in the operations of Group companies. At the beginning of each year, the audit programme is
agreed with the Audit Committee and ndings are presented to the Committee on a timely manner for their consideration.
REVIEW OF EFFECTIVENESS
The Board is satised with the procedures outlined above and believes that the system of internal controls had continued to operate
effectively in the nancial year under review.
As required by Paragraph 15.23 of the Listing Requirements of Bursa Malaysia Securities Berhad, the external auditors have reviewed
this Statement on Internal Control. Based on their review, they have reported to the Board that nothing has come to their attention that
caused them to believe that this Statement of Internal Control is inconsistent with their understanding with the procedures adopted by
the Board in the review of the effectiveness of the internal controls.
This Statement is made in accordance with the resolution of the Board of Directors on 27 May 2011.
36
ADDITIONAL INFORMATION
MATERIAL CONTRACTS
There are no material contracts entered into by the Company and its subsidiaries involving Directors and major shareholders
interests.
NON-AUDIT FEES
Non-audit fees paid/payable by the Group and the Company to the external auditors and rm afliated to the external auditors of the
Company during the nancial year ended 31 January 2011 amounted to RM26,000 (2010 : RM26,000).
SHARE BUYBACKS
The Company does not have a scheme to buy back its own shares.
PROFIT GUARANTEE
The Company has not given any prot guarantee during the nancial year ended 31 January 2011.
37
FINANCIAL STATEMENTS
DIRECTORS REPORT
40
STATEMENT BY DIRECTORS
45
STATUTORY DECLARATION
45
46
48
49
51
54
56
115
DIRECTORS REPORT
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
The directors have pleasure in presenting their report together with the audited nancial statements of the Group and of the Company
for the nancial year ended 31 January 2011.
PRINCIPAL ACTIVITIES
The principal activities of the Company consist of:
(a)
manufacturing and marketing of water meters, waterworks ttings, breglass reinforced polyester panel tanks and a variety of
hot-stamped brass products and components;
(b)
(c)
marketing of industrial measurement and automatic control products, compressed air pumping and heating equipment, valves
and pipes and pipeline ttings;
(d)
design, supply, installation, commissioning and maintenance of instrumentation, process control systems and Scada systems
for industry as well as building automation and building security systems;
(e)
(f)
The principal activities of its subsidiaries and associates are described in Note 39 to the nancial statements.
There have been no signicant changes in the nature of the principal activities during the nancial year.
RESULTS
Group
Company
RM000
RM000
24,799
21,293
There were no material transfers to or from reserves or provisions during the nancial year.
In the opinion of the directors, the results of the operations of the Group and of the Company during the nancial year were not
substantially affected by any item, transaction or event of a material and unusual nature.
40
DIRECTORS REPORT
contd
DIVIDENDS
The amount of dividends paid by the Company since 31 January 2010 were as follows:
RM000
Final dividend in respect of the nancial year ended 31 January 2010, of 2.0 sen less 25% tax, approved on
29 June 2010 and paid on 2 August 2010
3,378
Interim dividend in respect of the nancial year ended 31 January 2011, of 2.0 sen less 25% tax, declared on
27 September 2010 and paid on 11 November 2010
3,379
6,757
At the forthcoming Annual General Meeting, a nal dividend in respect of the nancial year ended 31 January 2011, of 3.0 sen less
25% tax per ordinary share of 50 sen amounting to RM5,069,000 will be proposed for shareholders approval. The nancial statements
for the current nancial year do not reect this proposed dividend. Such dividend, if approved by the shareholders, will be accounted
for in equity as an appropriation of retained earnings in the nancial year ending 31 January 2012.
DIRECTORS
The names of the directors of the Company in ofce since the date of the last report and at the date of this report are:
Tan Sri Dato Tan Kay Hock
Dato Ir. Haji Zaidan Bin Haji Othman
Puan Sri Datin Tan Swee Bee
Ong Seng Pheow
Dr. Cheong Thiam Fook
Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah
Neither at the end of the nancial year, nor at any time during the year, did there subsist any arrangement to which the Company was
a party, whereby the directors might acquire benets by means of acquisition of shares in or debentures of the Company or any other
body corporate, other than those arising from the share options granted under the Employee Share Option Scheme.
Since the end of previous nancial year, no director has received or become entitled to receive a benet (other than benets included in
the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 10 to the nancial statements)
by reason of a contract made by the Company or a related corporation with any director or with a rm of which the director is a
member, or with a company in which the director has a substantial nancial interest, other than as disclosed in Note 33 to the nancial
statements.
41
DIRECTORS REPORT
75 Years of Excellence
to
Embrace the Future
contd
1936 ~ 2011
DIRECTORS INTERESTS
According to the register of directors shareholdings, the interests of directors in ofce at the end of the nancial year in shares and
debentures of the Company and its related corporations during the nancial year were as follows:
Number of ordinary shares of 50 sen each
As at
As at
1.2.2010
Acquired
Sold
31.1.2011
10,753,000
10,753,000
17,444,100
17,444,100
30,000
30,000
5,000
5,000
The Company
Direct interest
85,125,743*
619,000
1,400,000
84,344,743*
78,434,643*
619,000
1,400,000
77,653,643*
Include Call Option of 31,600,000 ordinary shares of George Kent (Malaysia) Berhad granted by Star Wealth Investment Ltd which will expire on
6 October 2012.
By virtue of Tan Sri Dato Tan Kay Hocks and Puan Sri Datin Tan Swee Bees interests in the shareholdings of George Kent (Malaysia)
Berhad, they are deemed interested in the shares in all the Companys subsidiaries to the extent that the Company has an interest.
None of the other directors in ofce at the end of the nancial year had any interest in shares in the Company or its related corporations
during the nancial year
ISSUE OF SHARES
During the nancial year, 81,000 new ordinary shares of RM0.50 each were issued upon the exercise of share options granted
pursuant to the Employee Share Options Scheme. Accordingly, the Companys issued and paid up ordinary share capital increased
by RM40,500 to RM112,649,813.
The new ordinary shares issued during the year ranked parri passu in all respects with the existing ordinary shares of the Company.
42
DIRECTORS REPORT
contd
(b)
Before the statements of comprehensive income and statements of nancial position of the Group and of the Company were
made out, the directors took reasonable steps:
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for
doubtful debts and satised themselves that all known bad debts had been written off and that adequate allowance had
been made for doubtful debts; and
(ii)
to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render:
(i)
the amount written off for bad debts or the amount of the allowance for doubtful debts in the nancial statements of the
Group and of the Company inadequate to any substantial extent; and
(ii)
the values attributed to current assets in the nancial statements of the Group and of the Company misleading.
(c)
At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to
the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d)
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or nancial
statements of the Group and of the Company which would render any amount stated in the nancial statements misleading.
(e)
(f)
(i)
any charge on the assets of the Group or of the Company which has arisen since the end of the nancial year which
secures the liabilities of any other person; or
(ii)
any contingent liability of the Group or of the Company which has arisen since the end of the nancial year.
no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve
months after the end of the nancial year which will or may affect the ability of the Group or of the Company to meet their
obligations when they fall due; and
(ii)
no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the nancial
year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the
Company for the nancial year in which this report is made.
43
DIRECTORS REPORT
75 Years of Excellence
to
Embrace the Future
contd
1936 ~ 2011
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in ofce.
Signed on behalf of the Board in accordance with a resolution of the directors dated 27 May 2011.
44
STATEMENT BY DIRECTORS
Pursuant to Section 169(15) of the Companies Act, 1965
We, Tan Sri Dato Tan Kay Hock and Dr Cheong Thiam Fook, being two of the directors of George Kent (Malaysia) Berhad, do
hereby state that, in the opinion of the directors, the accompanying nancial statements set out on pages 48 to 114 are drawn up
in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the
nancial position of the Group and of the Company as at 31 January 2011 and of their nancial performance and the cash ows for
the year then ended.
The information set out in Note 41 on page 115 to the nancial statements have been prepared in accordance with the Guidance
on Special Matter No.1, Determination of Realised and Unrealised Prots or Losses in the Context of Disclosure Pursuant to Bursa
Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board in accordance with a resolution of the directors dated 27 May 2011.
Kuala Lumpur
Malaysia
STATUTORY DECLARATION
Pursuant to Section 169(16) of the Companies Act, 1965
I, Kong Chee Khoon, being the ofcer primarily responsible for the nancial management of George Kent (Malaysia) Berhad, do
solemnly and sincerely declare that the accompanying nancial statements set out on pages 48 to 114 are in my opinion correct, and I
make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations
Act, 1960.
Before me,
Mohan A.S. Maniam
No. W521
Pesuruhjaya Sumpah
(Commissioner for Oaths)
Malaysia
45
(Incorporated in Malaysia)
In our opinion, the accounting and other records and the registers required by the Act to be kept by the Entity and its subsidiaries
of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b)
We have considered the nancial statements and the auditors reports of the subsidiaries of which we have not acted as
auditors, which are indicated in Note 39 to the nancial statements.
(c)
We are satised that the nancial statements of the subsidiaries that have been consolidated with the nancial statements
of the Entity are in form and content appropriate and proper for the purposes of the preparation of the consolidated nancial
statements and we have received satisfactory information and explanations required by us for those purposes.
(d)
The auditors reports on the nancial statements of the subsidiaries were not subject to any qualication and did not include any
comment required to be made under Section 174(3) of the Act.
46
OTHER MATTERS
The supplementary information set out in Note 41 on page 115 is disclosed to meet the requirement of Bursa Malaysia Securities
Berhad. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special
Matter No. 1, Determination of Realised and Unrealised Prots or Losses in the Context of Disclosure Pursuant to Bursa Malaysia
Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of
Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance
with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
47
Group
Note
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
Restated
Revenue
165,037
124,813
161,755
121,676
Cost of sales
(110,121)
(81,955)
(114,269)
(84,332)
54,916
42,858
47,486
37,344
2,647
4,008
185
1,011
130
631
413
186
89
(7,894)
(5,607)
(3,327)
(2,932)
(884)
(688)
(883)
(680)
(17,421)
(14,850)
(15,467)
(12,001)
32,125
26,137
28,180
22,831
(1,386)
(1,256)
(1,299)
(1,230)
1,719
1,214
Gross prot
Other items of income
Interest income
6 (a)
6 (b)
32,458
26,095
26,881
21,601
11
(7,659)
(6,229)
(5,588)
(4,437)
24,799
19,866
21,293
17,164
(2,714)
(1,549)
(2,714)
(1,549)
22,085
18,317
21,293
17,164
24,799
19,866
21,293
17,164
22,085
18,317
21,293
17,164
11.0
8.8
12
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements
48
Group
Company
As at
Note
2011
2010
1.2.2009
2011
2010
RM000
RM000
RM000
RM000
RM000
Restated
Restated
Assets
Non-current assets
Property, plant and equipment
14
56,064
49,758
49,603
54,869
48,454
15
Intangible assets
16
496
461
519
496
461
Investment in subsidiaries
17
2,005
2,005
Investment in associates
18
18,069
17,734
16,943
174
174
18
6,404
9,894
10,443
31
1,722
1,866
1,201
82,755
79,713
78,709
57,544
51,094
19
39,814
28,537
29,643
37,673
25,971
Current assets
Inventories
Trade and other receivables
20
38,428
30,059
31,789
61,722
64,927
21
3,176
1,782
6,012
3,226
1,736
Investment securities
23
4,547
3,182
232
179
24
61,714
63,341
27,493
27,833
9,576
147,679
126,901
95,348
130,454
102,210
230,434
206,614
174,057
187,998
153,304
25
112,650
112,610
96,263
112,650
112,610
2,091
2,065
2,065
2,091
2,065
27
8,723
11,437
12,986
11,422
11,422
16,347
40,046
22,004
7,924
(23,422)
(37,957)
163,510
148,116
135,585
102,741
88,140
Tax recoverable
Cash and bank balances
Total assets
Equity and liabilities attributable to
owners of the parent
Share capital
Share premium
Other reserves
ICULS*
Retained earnings/(accumulated
losses)
Total equity
49
as at 31 January 2011
1936 ~ 2011
contd
Group
Company
As at
Note
2011
2010
1.2.2009
2011
2010
RM000
RM000
RM000
RM000
RM000
Restated
Restated
Non-current liabilities
Loans and borrowings
28
11,570
14,196
16,083
11,570
14,196
31
1,845
1,057
805
1,815
1,057
13,415
15,253
16,888
13,385
15,253
28
16,674
15,142
5,849
16,674
15,142
29
32,183
25,253
15,372
50,444
32,019
30
3,826
1,035
3,826
1,035
826
1,815
363
928
1,715
53,509
43,245
21,584
71,872
49,911
66,924
58,498
38,472
85,257
65,164
230,434
206,614
174,057
187,998
153,304
Current liabilities
Loans and borrowings
Tax payables
Total liabilities
Total equity and liabilities
*
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements
50
Distributable
Non-distributable
Equity,
total
Equity
attributable
to owners
of the
parent,
total
Group
RM000
RM000
RM000
RM000
RM000
RM000
RM000
RM000
At 1 February 2010
148,116
148,116
112,610
2,065
22,004
11,437
11,508
(71)
22,085
22,085
24,799
(2,714)
(2,714)
(6,757)
(6,757)
(6,757)
66
66
40
26
(6,691)
(6,691)
40
26
(6,757)
163,510
163,510
112,650
2,091
40,046
8,723
11,508
(2,785)
Total comprehensive
income
Share
Share
capital premium
Retained
earnings
Other
Asset
reserves, revaluation
total
reserve
Foreign
currency
translation
reserve
Transactions with
owners
Dividends on ordinary
shares
Issue of ordinary shares
pursuant to ESOS
Total transactions
withowners
At 31 January 2011
51
contd
Equity,
total
Equity
attributable
to owners
of the
parent,
total
Group contd
RM000
RM000
RM000
At 1 February 2009
135,585
135,585
Total comprehensive
income
18,317
Distributable
Non-distributable
Asset
revaluation
reserve
Foreign
currency
translation
reserve
ICULS
Retained
earnings
Other
reserves,
total
RM000
RM000
RM000
RM000
RM000
RM000
96,263
2,065
16,347
7,924
12,986
11,508
1,478
18,317
19,866
(1,549)
(1,549)
(5,786)
(5,786)
(5,786)
16,347
(16,347)
(5,786)
(5,786)
16,347
(16,347)
(5,786)
148,116
148,116
112,610
2,065
22,004
11,437
11,508
(71)
Share
Share
capital premium
Transactions with
owners
Dividends on
ordinary shares
Issue of ordinary
shares pursuant to
ICULS
Total transactions
with owners
At 31 January 2010
52
Non-distributable
Equity,
total
Company
Share
Share
capital premium
ICULS
Accumulated
losses
Other
reserves,
total
Revaluation
reserve
freehold land
RM000
RM000
RM000
RM000
RM000
RM000
RM000
At 1 February 2010
88,140
112,610
2,065
(37,957)
11,422
11,422
21,293
21,293
(6,758)
(6,758)
66
40
26
(6,692)
40
26
(6,758)
At 31 January 2011
102,741
112,650
2,091
(23,422)
11,422
11,422
At 1 February 2009
76,762
96,263
2,065
16,347
(49,335)
11,422
11,422
17,164
17,164
(5,786)
(5,786)
16,347
(16,347)
(5,786)
16,347
(16,347)
(5,786)
88,140
112,610
2,065
(37,957)
11,422
11,422
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements
George Kent (Malaysia) Berhad (1945-X)
53
Group
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
32,458
26,095
26,881
21,601
1,559
1,201
1,335
972
(69)
(69)
63
58
63
58
Write-down of inventories
108
108
82
82
(218)
(209)
(218)
(209)
(98)
- Trade receivables
76
76
126
(308)
(1,719)
(1,214)
(106)
(253)
Dividend income
(130)
(3)
(1,500)
(3,108)
(2,467)
199
(347)
(304)
Interest expense
1,386
1,256
1,299
1,230
Interest income
(2,647)
(4,008)
(185)
(1,011)
27,871
23,235
27,328
19,552
(11,277)
916
(11,702)
1,415
Decrease/(increase) in receivables
(8,584)
8,142
1,949
(26,691)
11,118
10,201
21,254
10,172
19,128
42,494
38,829
4,448
Interest paid
(1,386)
(1,256)
(1,299)
(1,230)
(7,716)
(5,011)
(5,617)
(2,291)
10,026
36,227
31,913
927
Increase in payables
Cash generated from operations
54
Group
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
458
458
2,191
1,195
(3,142)
(3,794)
(98)
(98)
(7,989)
(1,003)
(7,830)
(796)
Interest received
2,647
4,008
185
1,011
2,470
130
1,500
3,108
(3,791)
867
(6,243)
3,781
(2,400)
(1,600)
(2,400)
(1,600)
343
8,136
343
8,136
(271)
(276)
(271)
(276)
66
66
Dividend paid
(6,757)
(5,786)
(6,757)
(5,786)
(9,019)
474
(9,019)
474
(2,784)
37,568
16,651
5,182
(77)
(2,050)
372
25
62,206
26,688
8,441
3,234
59,345
62,206
25,464
8,441
The accompanying accounting policies and explanatory notes form an integral part of the nancial statements
George Kent (Malaysia) Berhad (1945-X)
55
31 January 2011
1936 ~ 2011
1.
CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Market of
Bursa Malaysia Securities Berhad. The registered ofce and principal place of business of the Company is located at George
Kent Technology Centre, Lot 1115, Batu 15, Jalan Dengkil, 47100 Puchong, Selangor Darul Ehsan.
The principal activities of the Company consist of:
(a)
manufacturing and marketing of water meters, waterworks ttings, breglass reinforced polyester panel tanks and a
variety of hot-stamped brass products and components;
(b)
(c)
marketing of industrial measurement and automatic control products, compressed air pumping and heating equipment,
valves and pipes and pipeline ttings;
(d)
design, supply, installation, commissioning and maintenance of instrumentation, process control systems and Scada
systems for industry as well as building automation and building security systems;
(e)
(f)
The principal activities of its subsidiaries and associates are described in Note 39. There have been no signicant changes in the
nature of the principal activities during the nancial year.
2.
Basis of preparation
The nancial statements of the Group and the Company have been prepared in accordance with Financial Reporting
Standards and the Companies Act, 1965 in Malaysia. At the beginning of the current nancial year, the Group and the
Company adopted new and revised FRS which are mandatory for nancial periods beginning on or after 1 February 2010
as described fully in Note 2.2.
The nancial statements have been prepared on the respective measurement basis as stated in the signicant accounting
policies below.
The nancial statements are presented in Ringgit Malaysia (RM).
2.2
56
2.
57
31 January 2011
1936 ~ 2011
contd
2.
Equity instruments
Prior to 1 February 2010, the Group classied its investments in equity instruments which were held for trading
purposes as marketable securities. Such investments were carried at the lower of cost and market value, determined
on an aggregate basis. Upon the adoption of FRS 139, these investments are designated at 1 February 2010
as nancial assets at fair value through prot or loss and accordingly are stated at their fair values as at that
date amounting to RM3.2 million. As at 1 February 2010, the Group has remeasured these investments and the
differences arising are immaterial.
2.
93
(93)
Adjustments
As restated
RM000
RM000
RM000
49,665
93
49,758
93
(93)
49,503
100
49,603
100
(100)
Description
Effective
for nancial
periods
beginning
on or after
1 July 2010
1 July 2010
1 July 2010
Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations
1 July 2010
1 July 2010
1 July 2010
59
31 January 2011
1936 ~ 2011
contd
2.
Description
Effective
for nancial
periods
beginning on
or after
1 July 2010
1 July 2010
1 July 2010
1 July 2010
1 March 2010
Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time
Adopters
1 Jan 2011
1 Jan 2011
Amendments to FRS 2 Share based Payment Group Cash settled Share based Payment
Transactions
1 Jan 2011
1 Jan 2011
1 Jan 2011
1 Jan 2012
1 Jan 2012
Except for the changes in accounting policies arising from the adoption of the revised FRS 3 and the amendments to FRS
127 as well as the new disclosures required under the Amendments to FRS 7, the directors expect that the adoption of
the other standards and interpretations above will have no material impact on the nancial statements in the period of
initial application. The nature of the impending changes in accounting policy on adoption of the revised FRS 3 and the
amendments to FRS 127 are described below.
Revised FRS 3 Business Combinations and Amendments to FRS 127 Consolidated and Separate Financial Statements
The revised standards are effective for annual periods beginning on or after 1 July 2010. The revised FRS 3 introduces a
number of changes in the accounting for business combinations occurring after 1 July 2010. These changes will impact
the amount of goodwill recognised, the reported results in the period that an acquisition occurs, and future reported
results. The Amendments to FRS 127 require that a change in the ownership interest of a subsidiary (without loss of
control) is accounted for as an equity transaction. Therefore, such transactions will no longer give rise to goodwill, nor will
they give rise to a gain or loss. Furthermore, the amended standard changes the accounting for losses incurred by the
subsidiary as well as the loss of control of a subsidiary.
Other consequential amendments have been made to FRS 107 Statement of Cash Flows, FRS 112 Income Taxes, FRS
121 The Effects of Changes in Foreign Exchange Rates, FRS 128 Investments in Associates and FRS 131 Interests in Joint
Ventures. The changes from revised FRS 3 and Amendments to FRS 127 will affect future acquisitions or loss of control
and transactions with non-controlling interests. The standards may be early adopted. However, the Group does not intend
to early adopt.
60
2.
Basis of consolidation
The consolidated nancial statements comprise the nancial statements of the Company and its subsidiaries as at the
reporting date. The nancial statements of the subsidiaries are prepared for the same reporting date as the Company.
Consistent accounting policies are applied to like transactions and events in similar circumstances.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are
eliminated in full except for unrealised losses which are not eliminated if there are indications of impairment.
Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves
allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed
at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of
exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly
attributable to the acquisition.
Any excess of the Groups share in the net fair value of the acquired subsidiarys identiable assets, liabilities and contingent
liabilities over the cost of business combination is recognised as income in prot or loss on the date of acquisition. When
the Group acquires a business, embedded derivatives separated from the host contract by the acquiree are reassessed
on acquisition unless the business combination results in a change in the terms of the contract that signicantly modies
the cash ows that would otherwise be required under the contract.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and
continue to be consolidated until the date that such control ceases.
2.5
2.6
Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the nancial and operating policies so as to obtain
benets from its activities.
In the Companys separate nancial statements, investments in subsidiaries are accounted for at cost less impairment
losses.
2.7
Associates
An associate is an entity, not being a subsidiary or a joint venture, in which the Group has signicant inuence. An
associate is equity accounted for from the date the Group obtains signicant inuence until the date the Group ceases to
have signicant inuence over the associate.
The Groups investments in associates are accounted for using the equity method. Under the equity method, investment in
associates are measured in the statement of nancial position at cost plus post-acquisition changes in the Groups share
of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any
excess of the Groups share of the net fair value of the associates identiable assets, liabilities and contingent liabilities over
the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in
the determination of the Groups share of the associates prot or loss for the period in which the investment is acquired.
George Kent (Malaysia) Berhad (1945-X)
61
31 January 2011
1936 ~ 2011
contd
2.
Associates contd
When the Groups share of losses in associates equals or exceeds its interest in the associates, the Group does not
recognise further losses, unless it has incurred obligations or made payments on behalf of the associates.
After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment
loss on the Groups investment in its associates. The Group determines at each reporting date whether there is any
objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of
impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the
amount in prot or loss.
The nancial statements of the associates are prepared as of the same reporting date as the Company. Where necessary,
adjustments are made to bring the accounting policies in line with those of the Group.
In the Companys separate nancial statements, investments in associates are stated at cost less impairment losses. On
disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in
prot or loss.
2.8
Intangible assets
Intangible assets acquired separately are measured initially at cost. The cost of intangible assets acquired in a business
combination is their fair value as at the date of acquisition. Following initial acquisition, intangible assets are measured at
cost less any accumulated amortisation and accumulated impairment losses.
Intangible assets with nite useful lives are amortised over the estimated useful lives and assessed for impairment whenever
there is an indication that the intangible asset may be impaired. The amortisation period and the amortisation method are
reviewed at least at each nancial year-end. Changes in the expected useful life or the expected pattern of consumption
of future economic benets embodied in the asset is accounted for by changing the amortisation period or method, as
appropriate, and are treated as changes in accounting estimates. The amortisation expense on intangible assets with nite
lives is recognised in prot or loss.
Intangible assets with indenite useful lives or not yet available for use are tested for impairment annually, or more
frequently if the events and circumstances indicate that the carrying value may be impaired either individually or at the
cash-generating unit level. Such intangible assets are not amortised. The useful life of an intangible asset with an indenite
useful life is reviewed annually to determine whether the useful life assessment continues to be supportable. If not, the
change in useful life from indenite to nite is made on a prospective basis.
Gains or losses arising from derecignition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognised in prot or loss when the asset is derecognised.
(i)
Development costs
Development costs, considered to have nite useful lives, are stated at cost less any impairment losses and are
amortised using the straight-line basis from the commencement of the contract to which they relate over the period
of their expected benet not exceeding 20 years.
(ii)
Computer software
Computer software are stated at cost less any impairment losses and are amortised on a straight-line basis over the
estimated economic useful lives at the annual rate of 20%. Impairment is assessed whenever there is an indication
that the intangible asset may be impaired. The amortisation period and the amortisation method are reviewed at
least at the end of reporting date.
62
2.
2%
2%
10%-25%
The residual values, useful life and depreciation method are reviewed at each nancial year-end to ensure that the amount,
method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the
future economic benets embodied in the items of property, plant and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benets are expected
from its use or disposal. Any gain or loss on derecognition of the asset is included in the prot or loss in the year the asset
is derecognised.
2.10 Construction contracts
Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are
recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion
is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total
contract costs.
Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent
of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period
in which they are incurred.
When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an
expense immediately.
When the total of costs incurred on construction contracts plus, recognised prots (less recognised losses), exceeds
progress billings, the balance is classied as amount due from customers on contracts. When progress billings exceed
costs incurred plus, recognised prots (less recognised losses), the balance is classied as amount due to customers on
contracts.
2.11 Impairment of non-nancial assets
The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such
indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the
assets recoverable amount.
George Kent (Malaysia) Berhad (1945-X)
63
31 January 2011
1936 ~ 2011
contd
2.
64
2.
(b)
(c)
Held-to-maturity investments
Financial assets with xed or determinable payments and xed maturity are classied as held-to-maturity when the
Group has the positive intention and ability to hold the investment 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 prot or loss when the held-to-maturity investments are
derecognised or impaired, and through the amortisation process.
Held-to-maturity investments are classied as non-current assets, except for those having maturity within 12 months
after the reporting date which are classied as current.
The Company has not designated any nancial assets as held-to-maturity.
(d)
65
31 January 2011
1936 ~ 2011
contd
2.
A nancial asset is derecognised when the contractual right to receive cash ows from the asset has expired. On
derecognition of a nancial asset in its entirety, the difference between the carrying amount and the sum of the consideration
received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in prot
or loss.
Regular way purchases or sales are purchases or sales of nancial assets that require delivery of assets within the period
generally established by regulation or convention in the marketplace concerned. All regular way purchases and sales of
nancial assets are recognised or derecognised on the trade date i.e., the date that the Company commit to purchase or
sell the asset.
2.15 Impairment of nancial assets
The Company assess at each reporting date whether there is any objective evidence that a nancial asset is impaired.
(a)
Trade and other receivables and other nancial assets carried at amortised costs
To determine whether there is objective evidence that an impairment loss on nancial assets has been incurred, the
Company consider factors such as the probability of insolvency or signicant nancial difculties of the debtor and
default or signicant delay in payments. For certain categories of nancial 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 risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the
Companys past experience of collecting payments, an increase in the number of delayed payments in the portfolio
past the average credit period and 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 ows discounted at the nancial assets original
effective interest rate. The impairment loss is recognised in prot or loss.
The carrying amount of the nancial asset is reduced by the impairment loss directly for all nancial 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.
66
2.
Trade and other receivables and other nancial assets carried at amortised costs contd
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 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 prot or loss.
(b)
2.16 Provisions
Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it
is probable that an outow of economic resources will be required to settle the obligation and the amount of the obligation
can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reect the current best estimate. If it is no longer probable
that an outow 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 reects, where appropriate,
the risks specic to the liability. When discounting is used, the increase in the provision due to the passage of time is
recognised as a nance cost.
2.17 Financial liabilities
Financial liabilities are classied according to the substance of the contractual arrangements entered into and the denitions
of a nancial liability.
Financial liabilities, within the scope of FRS 139, are recognised in the statement of nancial position when, and only when,
the Group and the Company become a party to the contractual provisions of the nancial instrument. Financial liabilities
are classied as either nancial liabilities at fair value through prot or loss or other nancial liabilities.
(a)
67
31 January 2011
1936 ~ 2011
contd
2.
(b)
A nancial liability is derecognised when the obligation under the liability is extinguished. When an existing nancial liability
is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are
substantially modied, such an exchange or modication is treated as a derecognition of the original liability and the
recognition of a new liability, and the difference in the respective carrying amounts is recognised in prot or loss.
2.18 Leases
(a)
As lessee
Finance leases, which transfer to the Group substantially all the risks and rewards incidental to ownership of the
leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the
present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised.
Lease payments are apportioned between the nance charges and reduction of the lease liability so as to achieve
a constant rate of interest on the remaining balance of the liability. Finance charges are charged to prot or loss.
Contingent rents, if any, are charged as expenses in the periods in which they are incurred.
Leased assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty
that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the
estimated useful life and the lease term.
Total operating lease payments are recognised as an expense in prot or loss on a straight-line basis over the lease
term. The aggregate benet of incentives provided by the lessor is recognised as a reduction of rental expense over
the lease term on a straight-line basis.
68
2.
Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation
authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively
enacted by the reporting date.
Current taxes are recognised in prot or loss except to the extent that the tax relates to items recognised outside
prot or loss, either in other comprehensive income or directly in equity.
(b)
Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax
bases of assets and liabilities and their carrying amounts for nancial reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
-
where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a
transaction that is not a business combination and, at the time of the transaction, affects neither the accounting
prot nor taxable prot or loss; and
in respect of taxable temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and
it is probable that the temporary differences will not reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable prot will be available against which the deductible
temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:
-
where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition
of an asset or liability in a transaction that is not a business combination and, at the time of the transaction,
affects neither the accounting prot nor taxable prot or loss; and
in respect of deductible temporary differences associated with investments in subsidiaries, associates and
interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the
temporary differences will reverse in the foreseeable future and taxable prot will be available against which the
temporary differences can be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no
longer probable that sufcient taxable prot will be available to allow all or part of the deferred tax asset to be utilised.
Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has
become probable that future taxable prot will allow the deferred tax assets to be utilised.
George Kent (Malaysia) Berhad (1945-X)
69
31 January 2011
1936 ~ 2011
contd
2.
(b)
70
2.
(b)
(c)
Foreign operations
Goodwill and fair value adjustments arising on the acquisition of foreign operations are treated as assets and liabilities
of the foreign operations and are recorded in the functional currency of the foreign operations and translated at the
closing rate at the reporting date.
2.23 Revenue
Revenue is recognised to the extent that it is probable that the economic benets will ow to the Group and the revenue
can be reliably measured. Revenue is measured at the fair value of consideration received or receivable.
(i)
Sale of goods
Revenue from sale of goods is recognised upon the transfer of signicant risk and rewards of ownership of the
goods to the customer. Revenue is not recognised to the extent where there are signicant uncertainties regarding
recovery of the consideration due, associated costs or the possible return of goods.
George Kent (Malaysia) Berhad (1945-X)
71
31 January 2011
1936 ~ 2011
contd
2.
Interest income
Interest income is recognised using the effective interest method.
(iii)
Dividend income
Dividend income is recognised when the Groups right to receive payment is established.
(iv)
Construction Contracts
Revenue from construction contracts is accounted for by the stage of completion method as described in Note
2.10.
(v)
Management fees
Management fees are recognised when services are rendered.
3.
72
3.
(iii)
Income taxes
Judgement is involved in determining the provision for income taxes. There are certain transactions and computations
for which the ultimate tax determination is uncertain during the ordinary course of business. The Group recognises
liabilities for expected tax issues based on estimates of whether additional taxes will be due. Where the nal tax
outcome of these matters is different from the amounts that were initially recognised, such differences will impact the
income tax and deferred tax provisions in the period in which such determination is made. As at 31 January 2011,
the Group have tax payables and deferred tax liabilities of approximately RM826,000 (2010: RM1,815,000), and
RM1,845,000 (2010: RM1,057,000), respectively.
A 10% difference in taxable prots would result in approximately 5% (2010: 3%) variance in Groups prot for the
year.
(iv)
Construction contracts
The Company recognises contract revenue and expenses in the income statement by using the stage of completion
method. The stage of completion is determined by using the proportion that contract costs incurred for work
performed to date bear to the estimated total contract costs.
Signicant judgement is required in determining the stage of completion, the extent of the contract costs incurred, the
estimated total contract revenue and costs, as well as the recoverability of the contracts. In making the judgement,
the Company evaluates by relying on the work of specialists.
The Group has recognised contract revenue of RM49,556,000 (2010: RM27,161,000) and contract costs of
RM34,624,000 (2010: RM20,743,000) during the nancial year. If contract revenue and contract cost vary by 10%
from managements estimates, the Groups revenue and cost of sales will vary by 3% (2010: 2%) and 3% (2010: 3%)
respectively.
73
31 January 2011
1936 ~ 2011
contd
4.
REVENUE
Group
5.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
115,481
96,652
110,699
90,407
49,556
28,161
49,556
28,161
1,500
3,108
165,037
124,813
161,755
121,676
COST OF SALES
Group
6.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
75,497
61,212
79,645
63,589
Contract costs
34,624
20,743
34,624
20,743
110,121
81,955
114,269
84,332
2011
2010
2011
2010
RM000
RM000
RM000
RM000
1,560
2,725
185
1,011
1,087
1,283
2,647
4,008
185
1,011
Company
74
69
69
106
253
308
Miscellaneous
217
91
186
20
631
413
186
89
7.
FINANCE COSTS
Group
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
1,296
1,182
1,209
1,156
90
74
90
74
1,386
1,256
1,299
1,230
8.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
11,437
9,756
10,054
8,500
1,011
868
411
335
113
113
53
53
Auditors remuneration
- current year
- over provision in prior years
Research and development costs
Amortisation of intangible assets (Note 16)
Plant and equipment written off
(4)
376
279
376
279
63
58
63
58
1,559
1,201
1,335
972
Write-down of inventories
108
108
82
82
(218)
(209)
(218)
(209)
(98)
76
126
(130)
(3)
- subsidiaries
(1,500)
(3,004)
- associate
(104)
75
31 January 2011
1936 ~ 2011
contd
8.
Rental expenses
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
37
32
35
30
3,635
3,642
662
608
Transportation charges
883
680
883
680
751
297
636
175
- realised
5,959
421
1,587
345
- unrealised
(2,467)
199
(347)
(304)
2011
2010
2011
2010
RM000
RM000
RM000
RM000
10,040
8,611
8,770
7,446
Utility charges
9.
Company
88
81
85
78
1,108
979
1,081
946
201
85
118
30
11,437
9,756
10,054
8,500
Included in employee benets expense of the Group and of the Company are executive directors remuneration amounting to
RM508,000 (2010: RM784,000) and RM508,000 (2010: RM784,000) respectively.
76
10.
DIRECTORS REMUNERATION
The details of remuneration receivable by directors of the Company during the year are as follows:
Group
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
483
750
483
750
25
34
25
34
508
784
508
784
Non-Executive directors
Fees
356
293
356
293
Other emoluments
627
547
27
14
28
28
28
28
1,011
868
411
335
1,519
1,652
919
1,119
The number of directors of the Company whose total remuneration during the year fell within the following bands is analysed
below:
Number of directors
2011
2010
RM300,001 RM400,000
RM400,001 RM500,000
RM500,001 RM600,001
Below RM50,000
RM 50,001 RM100,000
RM300,001 RM400,000
RM400,001 RM500,000
Executive directors:
Non-Executive directors:
77
31 January 2011
1936 ~ 2011
contd
11.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
4,892
4,365
4,822
4,391
- Foreign tax
1,827
2,481
(204)
(206)
6,727
6,642
4,830
4,185
932
(90)
758
252
(323)
932
(413)
758
252
7,659
6,229
5,588
4,437
Domestic income tax is calculated at the Malaysian statutory rate of 25% (2009: 25%) of the estimated assessable prot for the
year. Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.
A reconciliation between tax expense and the product of accounting prot multiplied by the applicable corporate tax rate for the
years ended 31 January 2011 and 2010 are as follows:
Group
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
32,458
26,095
26,881
21,601
8,115
6,523
6,720
5,400
408
289
(358)
(238)
(327)
(789)
(815)
(815)
301
182
32
- current taxation
(204)
(206)
- deferred taxation
(323)
7,659
6,229
5,588
4,437
12.
Basic
The following tables reect the prot and share data used in the computation of basic earnings per share for the years
ended 31 January:
Weighted average number of ordinary shares for basic earnings per share
computation*
Basic earnings per share (sen)
*
(b)
2011
RM000
2010
RM000
24,799
19,866
No. of
shares
000
No. of
shares
000
225,264
225,219
11.0
8.8
The weighted number of ordinary shares takes into account the weighted average effect of the exercise of share options
during the year.
Diluted
The following tables reect the prot and share data used in the computation of diluted earnings per share for the years
ended 31 January:
Weighted average number of ordinary shares for basic earnings per share
computation
Effects of dilution
- share options
Weighted average number of ordinary shares for diluted earnings per share
computation
2011
RM000
2010
RM000
24,799
19,866
No. of
shares
000
No. of
shares
000
225,264
225,219
95
-*
225,359
225,219
79
31 January 2011
1936 ~ 2011
contd
12.
2011
2010
11.0
8.8
The outstanding share options have not been included in the computation because they are anti-dilutive.
Since the end of the nancial year, employees have exercised the options to acquire 3,000 (2010: 46,500) ordinary shares. There
have been no other transactions involving ordinary shares or potential ordinary shares since the reporting date and before the
completion of these nancial statements.
13.
DIVIDENDS
Dividends
in respect of year
Dividends
recognised in year
2011
2010
2011
2010
RM000
RM000
RM000
RM000
3,378
2,480
3,379
3,379
3,306
3,306
3,379
3,306
6,757
5,786
5,069
3,378
5,069
3,378
8,448
6,684
6,757
5,786
80
13.
DIVIDENDS contd
At the forthcoming Annual General Meeting (AGM), a nal dividend in respect of the nancial year ended 31 January 2011,
of 3.0 sen less 25% tax per ordinary share of 50 sen amounting to RM5,069,000 will be proposed for shareholders approval.
The nancial statements for the current nancial year do not reect this proposed dividend. Such dividend, if approved by the
shareholders, will be accounted for in equity as an appropriation of retained earnings in the nancial year ending 31 January
2012.
14.
Freehold
land
Building
on
freehold
land
Long
term
leasehold
building
Long
term
leasehold
land
Plant and
machinery,
furniture,
equipment
and
vehicles
RM000
RM000
RM000
RM000
RM000
RM000
RM000
21,012
31,078
123
52,515
104,728
123
123
21,012
31,078
123
123
52,515
104,851
13
-
3
(10)
(10)
7,239
(38)
(100)
734
-
7,989
(38)
(120)
At 31 January 2011
21,012
31,091
116
113
59,616
734
112,682
Representing
At cost
At valuation 1996
192
20,820
31,091
-
116
-
113
-
59,616
-
734
-
91,862
20,820
21,012
31,091
116
113
59,616
734
112,682
Group
Capital
work in
progress
Total
31 January 2011
At 1 February 2010
- As previously stated
- Effects of adopting
amendments to FRS 117
- As restated
Cost or valuation
Additions
Adjustment
Exchange differences
Accumulated depreciation
At 1 February 2010
- As previously stated
- Effects of adopting
amendments to FRS 117
7,586
30
47,447
55,063
30
30
- As restated
Depreciation charge
Exchange differences
7,586
621
-
30
2
27
30
(30)
47,447
978
(73)
55,093
1,601
(76)
At 31 January 2011
8,207
59
48,352
56,618
81
31 January 2011
1936 ~ 2011
contd
14.
Freehold
land
Building
on
freehold
land
Long
term
leasehold
building
Long
term
leasehold
land
Plant and
machinery,
furniture,
equipment
and
vehicles
RM000
RM000
RM000
RM000
RM000
RM000
RM000
21,012
31,116
129
51,810
139
104,206
135
135
21,012
31,116
129
135
51,810
139
104,341
Additons
1,808
1,819
Reclassication
139
(139)
(47)
Group contd
Capital
work in
progress
Total
31 January 2010
At 1 February 2009
- As previously stated
- Effects of adopting
amendments to FRS 117
- As restated
Cost or valuation
Disposals
Exchange differences
(1,160)
(1,207)
(7)
(13)
(61)
(81)
Write off
(21)
(21)
21,012
31,078
123
123
52,515
104,851
192
31,078
123
123
52,515
84,031
20,820
20,820
21,012
31,078
123
123
52,515
104,851
- As previously stated
6,973
29
47,701
54,703
- Effects of adopting
amendments to FRS 117
35
35
- As restated
6,973
29
35
47,701
54,738
At 31 January 2010
Representing
At cost
At valuation 1996
Accumulated depreciation
and impairment loss
At 1 February 2009
82
Depreciation charge
613
609
1,226
Disposals
(818)
(818)
Write off
(14)
(14)
Exchange differences
(1)
(7)
(31)
(39)
At 31 January 2010
7,586
30
30
47,447
55,093
14.
Group contd
Freehold
land
Building
on
freehold
land
Long
term
leasehold
building
Long
term
leasehold
land
Plant and
machinery,
furniture,
equipment
and
vehicles
RM000
RM000
RM000
RM000
RM000
RM000
Capital
work in
progress
Total
RM000
22,884
57
113
11,264
734
35,244
At cost
At 31 January 2011
20,820
20,820
At valuation
21,012
22,884
57
113
11,264
734
56,064
192
23,492
93
93
5,068
28,938
20,820
20,820
21,012
23,492
93
93
5,068
49,758
192
24,143
100
100
4,109
139
28,783
At 31 January 2010
At cost
At valuation
At 31 January 2009
At cost
At valuation
20,820
20,820
21,012
24,143
100
100
4,109
139
49,603
21,012
31,078
43,603
95,693
Additions
13
7,083
734
7,830
Adjustment
(38)
(38)
21,012
31,091
50,648
734
103,485
192
31,091
50,648
734
82,665
20,820
20,820
21,012
31,091
50,648
734
103,485
Company
31 January 2011
Cost or valuation
At 1 February 2010
At 31 January 2011
Representing:
At cost
At valuation 1996
Accumulated depreciation
At 1 February 2010
7,586
39,653
47,239
Depreciation charge
621
756
1,377
At 31 January 2011
8,207
40,409
48,616
83
31 January 2011
1936 ~ 2011
contd
14.
Freehold
land
RM000
Building on
freehold land
RM000
Plant and
machinery,
furniture,
equipment
and vehicles
RM000
192
20,820
22,884
-
10,239
-
734
-
34,049
20,820
21,012
22,884
10,239
734
54,869
Cost or valuation
At 1 February 2009
Additions
Reclassications
Disposals
21,012
-
31,116
9
(47)
43,021
1,603
139
(1,160)
139
(139)
-
95,288
1,612
(1,207)
At 31 January 2010
21,012
31,078
43,603
95,693
Representing:
At cost
At valuation 1996
192
20,820
31,078
-
43,603
-
74,873
20,820
21,012
31,078
43,603
95,693
Accumulated depreciation
At 1 February 2009
Depreciation charge
Disposals
6,973
613
-
40,087
384
(818)
47,060
997
(818)
At 31 January 2010
7,586
39,653
47,239
192
20,820
23,492
-
3,950
-
27,634
20,820
21,012
23,492
3,950
48,454
Company contd
Capital
work in
progress
RM000
Total
RM000
31 January 2011
Net carrying amount
At 31 January 2011
At cost
At valuation 1996
At 31 January 2010
14.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
9,398
9,398
9,398
9,398
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
1,559
1,201
1,335
972
42
25
42
25
15.
2010
RM000
RM000
As previously stated
123
135
(123)
(135)
Cost
At 1 February
At 31 January (restated)
85
31 January 2011
1936 ~ 2011
contd
15.
2010
RM000
RM000
As previously stated
30
35
(30)
(35)
At 31 January (restated)
Computer
software
Development
costs
Total
RM000
RM000
RM000
145
980
1,125
145
980
1,125
98
98
243
980
1,223
116
490
606
49
58
125
539
664
14
49
63
139
588
727
At 31 January 2010
20
441
461
At 31 January 2011
104
392
496
Accumulated amortisation
At 1 February
16.
INTANGIBLE ASSETS
Group/Company
Cost
At 1 February 2009
Addition
At 31 January 2010
Addition
At 31 January 2011
Accumulated amortisation
At 1 February 2009
Amortisation
At 31 January 2010
Amortisation
At 31 January 2011
Net carrying amount
86
16.
17.
INVESTMENT IN SUBSIDIARIES
Company
2011
2010
RM000
RM000
20,009
20,009
(18,004)
(18,004)
2,005
2,005
Shares, at cost
In Malaysia
Impairment losses
The Groups equity interest in the subsidiaries, their respective principal activities and countries of incorporation are set out in
Note 39.
18.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
174
174
174
174
2,396
2,396
15,499
15,164
18,069
17,734
174
174
6,404
9,894
24,473
27,628
174
174
87
31 January 2011
1936 ~ 2011
contd
18.
2010
RM000
RM000
As at 1 February
9,894
9,251
(2,470)
(322)
(698)
643
6,404
9,894
As at 31 January
*
PNG Water Limited had redeemed the Class B Debentures issued for K1,320,000 and K950,000 on 16 October 2010 and 24 October
2010 respectively during the year.
The summarised nancial information of the associates, not adjusted for the proportion of ownership interest held by the Group,
is as follows:
Group
2011
2010
RM000
RM000
146,488
173,680
56,252
84,371
68,458
63,791
9,150
6,705
88
19.
INVENTORIES
Group
Cost
Raw materials and components
Work-in-progress
Manufactured goods
Finished goods for resale
Net realisable value
Finished goods for resale
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
19,282
11,329
6,123
3,080
14,334
7,510
4,407
21
17,912
11,316
6,123
2,322
11,938
7,504
4,407
-
39,814
26,272
37,673
23,849
2,265
2,122
39,814
28,537
37,673
25,971
During the year, the amounts of inventories recognised as an expense in cost of sales of the Group and of the Company were
RM75,497,000 (2010: RM 61,212,000) and RM79,645,000 (2010: RM63,598,000) respectively.
20.
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
Current
Trade receivables
Third parties
Subsidiaries
Related parties
Associates
28,698
7,820
25,665
10
3,778
27,495
2,073
7,820
24,912
6,784
10
3,778
36,518
(1,126)
29,453
(1,344)
37,388
(1,104)
35,484
(1,322)
35,392
28,109
36,284
34,162
40
4
40
135
24,611
49
4
30,350
40
28
Other receivables
Amounts due from:
Subsidiaries
Related parties
Associates
Refundable deposits
Other receivables
44
175
24,664
30,418
659
2,333
223
1,552
648
126
209
138
3,036
1,950
25,438
30,765
38,428
30,059
61,722
64,927
89
31 January 2011
1936 ~ 2011
contd
20.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
38,428
30,059
61,722
64,927
61,714
63,341
27,833
9,576
6,404
9,894
106,546
103,294
89,555
74,503
Trade receivables
Trade receivables are non-interest bearing and are generally on 30 to 90 days (2010: 30 to 90 days) terms. They are
recognised at their original invoice amounts which represent their fair values on intial recognition.
(b)
(c)
(d)
Other receivables
Other receivables are unsecured, non-interest bearing and are generally on 30 to 90 days (2010: 30 to 90 days) terms.
2010
2011
2010
RM000
RM000
RM000
RM000
28,649
20,469
28,771
22,232
2,775
3,061
2,786
4,377
2,304
2,162
2,289
3,105
602
1,388
498
1,566
1,062
1,029
1,940
2,882
6,743
7,640
7,513
11,930
1,126
1,344
1,104
1,322
36,518
29,453
37,388
35,484
Impaired
90
Company
20.
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
36,518
29,453
37,388
35,484
(1,126)
(1,344)
(1,104)
(1,322)
35,392
28,109
36,284
34,162
2011
RM000
2010
RM000
2011
RM000
2010
RM000
1,344
1,477
1,322
1,455
76
76
(218)
(209)
(218)
(209)
1,126
1,344
1,104
1,322
At 1 February
Charge for the year (Note 8)
Reversal of impairment losses
At 31 January
Company
91
31 January 2011
1936 ~ 2011
contd
21.
22.
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
605
253
655
207
2,571
1,529
2,571
1,529
3,176
1,782
3,226
1,736
2010
RM000
RM000
56,023
22,825
Attributable prots
23,013
7,821
79,036
30,646
(80,291)
(30,152)
(1,255)
494
Presented as:
Gross amounts due from customers for contract work (Note 21)
2,571
1,529
(3,826)
(1,035)
(1,255)
494
The costs incurred to date on construction contracts include the following charges made during the nancial year:
Group and Company
92
2011
2010
RM000
RM000
323
86
42
25
Interest expense
85
671
12
23.
INVESTMENT SECURITIES
Group
2011
2010
RM000
RM000
Carrying
amount
Market
value
Carrying
amount
Market
value
2,000
2,000
1,876
1,876
2,547
2,547
1,306
1,306
4,547
Current
Held for trading investments
24.
3,182
Company
2010
RM000
2011
RM000
2010
RM000
26,041
41,660
738
4,743
35,673
21,681
27,095
4,833
61,714
63,341
27,833
9,576
Cash at banks earns interest at oating rates based on daily bank deposit rates. Short term deposits are made for varying
periods of between 1 to 365 days (2010: between 1 to 365 days) and earn interests at the respective short term deposits rates.
The weighted average effective interest as at 31 January 2011 for the Group were between 0.1% to 16.13% (2010: 0.03% to
5.3%).
For the purpose of the statements of cash ows, cash and cash equivalents comprise the following at the reporting date:
Group
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
61,714
63,341
27,833
9,576
(2,369)
(1,135)
(2,369)
(1,135)
59,345
62,206
25,464
8,441
93
31 January 2011
1936 ~ 2011
contd
25.
SHARE CAPITAL
Number of ordinary
shares of 50 sen each
Amount
2011
2010
2011
2010
000
000
RM000
RM000
400,000
400,000
200,000
200,000
225,219
192,525
112,610
96,263
- ICULS
32,694
16,347
- ESOS
81
40
225,300
225,219
112,650
112,610
Authorised:
At 1 February/31 January
Issued and fully paid:
At 1 February
Issue of ordinary shares pursuant to conversion/
exercise of
At 31 January
26.
(a)
The holders of ordinary shares are entitled to receive dividends as and when declared by the Company. All ordinary shares
carry one vote per share without restrictions and rank equally with regard to the Company residual assets.
(b)
During the nancial year, 81,000 new ordinary shares of RM0.50 each were issued upon the exercise of share options
granted pursuant to the Employee Share Options Scheme. Accordingly, the Companys issued and paid up ordinary share
capital increased by RM40,500 to RM112,649,813.
EMPLOYEE BENEFITS
Employee Share Option Scheme (ESOS)
The George Kent (Malaysia) Berhad Employee Share Options Scheme (ESOS) is governed by the Bye-Laws approved by the
shareholders at an Extraordinary General Meeting held on 19 June 2003. The ESOS was implemented on 27 October 2003
and is to be in force for a period of 5 years from the date of implementation. Subsequently at the Annual General Meeting of the
company held on 22 July 2008, shareholders approval was obtained for the extension of the term of the ESOS for a further 5
years commencing from 27 October 2008 until 26 October 2013.
The other salient features of the ESOS are as follows:
94
(i)
Eligible persons are employees of the Group (including executive director) who have been conrmed in the employment
of the Group and have served at least two years in the Company or its Malaysian subsidiaries, or ve years in its overseas
subsidiaries before the date of the offer.
(ii)
The total number of shares to be issued under the ESOS shall not exceed in aggregate 10% of the issued share capital of
the Company at any point of time during the tenure of the ESOS.
(iii)
The option price for each share shall be set at the 5-days weighted average market price of the shares or at a discount
of not more than 10% from the 5-days weighted average market price of the shares at the date the option is granted.
Notwithstanding this, the option price per share shall in no event be less than its par value.
(iv)
No option shall be granted for less than 1,000 shares nor more than 400,000 shares to any eligible employee.
26.
An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to the Company
commencing from the date of the offer but before the expiry of ve years from the date of the offer.
(vi)
All new ordinary shares issued upon exercise of the options granted under the ESOS shall rank pari passu in all respects
with the existing ordinary shares of the Company other than as may be specied in a resolution approving the distribution
of dividends prior to their exercise dates.
(vii)
The persons to whom the options have been granted have no right to participate by virtue of the options in any share issue
of any other company.
2010
WAEP (RM)
No.
WAEP (RM)
373,000
0.82
460,000
0.82
- Forfeited
9,000
0.82
87,000
0.82
- Exercised
81,000
0.82
0.82
Outstanding at 31 January
283,000
373,000
Exercisable at 31 January
283,000
373,000
The weighted average share price at the date of exercise of the options exercised during the nancial year was RM1.32
(2010: nil).
The exercise price for options outstanding at the end of the year was RM0.82 (2010: RM0.82). The weighted average
remaining contractual life for these options is 2.5 years (2010: 3.5 years).
95
31 January 2011
1936 ~ 2011
contd
27.
OTHER RESERVES
Asset
revaluation
reserve
freehold
land
Foreign
currency
translation
reserve
Fair value
adjustment
reserve
Total
RM000
RM000
RM000
RM000
11,508
1,478
12,986
(1,549)
(1,549)
11,508
(71)
11,437
Asset
revaluation
reserve
freehold
land
Foreign
currency
translation
reserve
Total
RM000
RM000
RM000
11,508
(71)
11,437
(2,714)
(2,714)
11,508
(2,785)
8,723
Group
At 1 February 2009
Foreign currency translation
At 31 January 2010
At 1 February 2010
Foreign currency translation
At 31 January 2011
Revaluation
reserve
freehold
land
RM000
Company
At 1 February 2009/31 January 2010
11,422
11,422
(b)
96
28.
Company
2011
2010
2011
2010
Maturity
RM000
RM000
RM000
RM000
Current
Secured:
Bank overdrafts (Note 24)
On demand
2,369
1,135
2,369
1,135
Revolving credits
2011
3,000
4,500
3,000
4,500
Bankers acceptances
2011
8,679
6,836
8,679
6,836
Term loans
2011
2,400
2,400
2,400
2,400
2011
226
271
226
271
16,674
15,142
16,674
15,142
2014
11,056
13,456
11,056
13,456
2012-2016
514
740
514
740
11,570
14,196
11,570
14,196
28,244
29,338
28,244
29,338
2010
RM000
2011
RM000
Non-current
Secured:
Term loans
Finance lease liabilities
Company
2010
RM000
16,674
15,142
16,674
15,142
11,218
13,684
11,218
13,684
352
412
352
412
100
100
28,244
29,338
28,244
29,338
Bank overdraft
Bank overdraft is denominated in RM, bears interest at BLR + 1% p.a. and is secured by a rst, second, third and fourth charge
over a landed property of the Company.
Finance lease liabilities
These liabilities are secured over the leased assets (Note 14). The average discount rate implicit in the lease is 3.25% (2010:
3.15%) per annum.
97
31 January 2011
1936 ~ 2011
contd
28.
98
29.
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
16,102
16,058
15,935
15,878
48
93
48
93
19,394
9,463
1,264
1,415
1,264
1,415
Current
Trade payables
Third parties
Other payables
Related parties
Subsidiaries
Associate
Accruals
4,613
4,561
3,744
3,807
10,156
3,126
10,059
1,363
16,081
9,195
34,509
16,141
32,183
25,253
50,444
32,019
28,244
29,338
28,244
29,338
60,427
54,591
78,688
61,357
Other payables
(a)
Trade payables
Trade payables are non-interest bearing and the normal trade credit terms granted to the Group range from 30 to 90
days.
(b)
Other payables
Other payables are non-interest bearing. These amounts are normally settled on 30 to 90-day terms.
(c)
Related parties
Related parties refer to subsidiaries of a company in which the directors, Tan Sri Dato Tan Kay Hock and Puan Sri Datin
Tan Swee Bee have interest in. The amounts due to related parties are unsecured, non interest bearing and repayable on
demand.
(d)
99
31 January 2011
1936 ~ 2011
contd
30.
31.
2011
2010
RM000
RM000
3,826
1,035
DEFERRED TAX
Deferred income tax as at 31 January relates to the following:
As at 1
February
2009
Recognised
in prot
or loss
As at 31
January
2010
Recognised
in prot
or loss
As at 31
January
2011
RM000
RM000
RM000
RM000
RM000
(797)
(260)
(1,057)
(788)
(1,845)
343
343
99
442
1,193
330
1,523
(243)
1,280
1,193
673
1,866
(144)
1,722
396
413
809
(932)
(123)
(805)
(252)
(1,057)
(758)
(1,815)
2010
RM000
2011
RM000
Group
Deferred tax liabilities:
Property, plant and equipment
Deferred tax assets:
Provisions
Unutilised tax losses and unabsorbed
allowances
Company
Deferred tax liabilities:
Property, plant and equipment
Presented after appropriate offsetting as follows:
Group
2011
RM000
100
Company
2010
RM000
1,722
1,866
(1,845)
(1,057)
(1,815)
(1,057)
(123)
809
(1,815)
(1,057)
31.
2011
RM000
2010
RM000
44,302
44,292
4,571
4,571
The unused tax losses and unabsorbed capital allowances of the Group are available indenitely for offsetting against future
taxable prots of the respective entities within the Group, except for dormant subsidiaries which are subject to no substantial
change in shareholdings of those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority.
Deferred tax assets have not been recognised in respect of unused tax losses and unabsorbed capital allowances as it is not
probable that future taxable prot will be available against which they can be utilised based on the current plan of the respective
companies.
32.
COMMITMENTS
(a)
Capital commitments
Capital expenditure as at the reporting date is as follows:
Group
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
12,479
6,693
12,479
6,693
101
31 January 2011
1936 ~ 2011
contd
32.
COMMITMENTS contd
(b)
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
265
317
265
317
189
265
189
265
418
492
418
492
115
115
872
1,189
872
1,189
(132)
(178)
(132)
(178)
740
1,011
740
1,011
226
271
226
271
162
228
162
228
352
412
352
412
100
100
740
1,011
740
1,011
(226)
(271)
(226)
(271)
514
740
514
740
102
33.
Company
2010
RM000
2011
RM000
2010
RM000
10,886
9,070
- Sales
8,161
7,286
418
478
- Dividend income
1,500
3,004
21,493
18,928
21,493
18,928
1,087
1,283
104
321
292
321
292
- Purchase of tiles
414
75
81
47
54
Information regarding outstanding balances arising from related party transactions as at reporting date is disclosed in Note 20
and 29.
Compensation of key management personnel
Key management personnel includes directors of the Group and of the Company and their remuneration during the year is
disclosed in Note 10. The remunerations of other members of key management personnel (excluding directors) during the year
are as follows:
Group
Company
2011
RM000
2010
RM000
2011
RM000
2010
RM000
842
897
842
897
15
28
15
28
857
925
857
925
103
31 January 2011
1936 ~ 2011
contd
34.
35.
Credit risk
Credit risk is the risk of loss that may arise on outstanding nancial instruments should a counterparty default on its
obligations. The Groups and the Companys exposure to credit risk arises primarily from trade and other receivables. For
other nancial assets (including cash and bank balances), the Group and the Company minimise credit risk by dealing
exclusively with high credit rating counterparties.
The Groups objectives are to seek continual revenue growth while minimising losses incurred due to increased credit risk
exposure. The Group trades only with recognised and creditworthy third parties. It is the Groups policy that all customers
who wish to trade on credit terms are subject to credit verication procedures. In addition, receivable balances are
monitored on an ongoing basis with the result that the Groups exposure to bad debts is not signicant.
Exposure to credit risk
At the reporting date, the Groups and the Companys maximum exposure to credit risk is represented by the carrying
amount of each class of nancial assets recognised in the statements of nancial position.
Information regarding credit enhancements for trade and other receivables is disclosed in Note 20.
104
35.
2010
RM000
% of total
RM000
% of total
By country:
Malaysia
24,037
68%
25,878
92%
United Kingdom
3,184
9%
208
1%
Hong Kong
2,531
7%
851
3%
Vietnam
2,147
6%
151
1%
Others
3,493
10%
1,021
4%
35,392
100%
28,109
100%
38% (2010: 33%) of the Groups trade receivables were due from 10 major customers who are multi industry
conglomerates located in Malaysia.
Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difculty in meeting nancial obligations due to
shortage of funds. The Groups and the Companys exposure to liquidity risk arises primarily from mismatches of the
maturities of nancial assets and liabilities. The Groups and the Companys objective is to maintain a balance between
continuity of funding and exibility through the use of stand-by credit facilities.
The Groups and the Companys liquidity risk management policy is to maintain sufcient liquid nancial assets and
stand-by credit facilities with different banks. At reporting date, approximately 59% (2010: 52%) of the Group and of the
Companys loans and borrowings (Note 28) will mature in less than one year based on the carrying amount reected in the
nancial statements.
105
31 January 2011
1936 ~ 2011
contd
35.
One to
ve years
Over ve
years
Total
RM000
RM000
RM000
RM000
Group
Financial liabilities:
Trade and other payables
32,183
32,183
16,674
11,702
28,376
48,857
11,702
60,559
50,444
50,444
16,674
11,702
28,376
67,118
11,702
78,820
Company
Financial liabilities:
(c)
106
35.
(d)
USD/RM
EUR/RM
GBP/RM
Group
2011
Company
2011
RM000
RM000
Prot net
of tax
Prot net
of tax
(87)
(87)
87
87
(327)
(327)
327
327
(15)
(15)
15
15
107
31 January 2011
1936 ~ 2011
contd
35.
AUD/RM
SGD/RM
JPY/RM
KINA/RM
(e)
Group
2011
Company
2011
RM000
RM000
Prot net
of tax
Prot net
of tax
45
45
(45)
(45)
(3)
(3)
92
92
(92)
(92)
176
176
(176)
(176)
108
36.
CAPITAL MANAGEMENT
The primary objective of the Groups capital management is to ensure healthy capital ratios in order to support its business and
maximise shareholder value.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions. To maintain or
adjust the capital structure, the Group may adjust the dividend payment to shareholders, return capital to shareholders or issue
new shares. No changes were made in the objectives, policies or processes during the years ended 31 January 2011 and 31
January 2010.
The Groups policy is to maintain a sustainable gearing ratio to meet its existing requirements taking into consideration the
facilities agreements entered into by the Group. The Group includes within the net debt, loans and borrowings, hire purchase
liabilities, trade and other payables, less cash and bank balances. Capital refers to equity attributable to owners.
Group
Note
Company
2011
2010
2011
2010
RM000
RM000
RM000
RM000
28,244
29,338
28,244
29,338
32,183
25,253
50,444
32,019
(61,714)
(63,341)
(27,833)
(9,576)
Sub-total
(1,287)
(8,750)
50,855
51,781
Net debt
50,855
51,781
163,510
148,116
102,741
88,140
163,510
148,116
153,596
139,921
33%
37%
Gearing ratio
109
31 January 2011
1936 ~ 2011
contd
37.
SEGMENT INFORMATION
Per
consolidated
nancial
statements
Investment
Water
infrastructure/
engineering
Adjustments
and
elimination
RM000
RM000
RM000
RM000
1,500
163,537
165,037
Notes
2011
Revenue:
External customers
Results:
Interest income
2,434
213
2,647
1,664
1,664
1,719
1,719
(308)
(218)
(526)
(1,243)
33,368
333
32,458
18,069
Assets:
Investment in associates
Additions to non-current assets
18,069
8,087
8,087
15,410
188,829
26,195
230,434
655
35,354
30,915
66,924
Investment
Water
infrastructure/
engineering
Adjustments
and
elimination
RM000
RM000
RM000
RM000
124,813
124,813
2,992
1,016
4,008
1,284
1,284
1,214
57
57
597
25,540
(42)
26,095
Segment assets
Segment liabilities
Notes
Per
consolidated
nancial
statements
2010
Revenue:
External customers
Results:
Interest income
Segment prot
110
1,214
37.
Investment
Water
infrastructure/
engineering
Adjustments
and
elimination
RM000
RM000
RM000
Investment in associates
17,734
1,843
1,843
27,694
149,426
29,494
206,614
555
25,733
32,210
58,498
Notes
RM000
Assets:
Segment assets
Segment liabilities
17,734
Notes Nature of adjustments and eliminations to arrive at amounts reported in the consolidated nancial statements
A
Other material non-cash expenses/(income) consist of the following items as presented in the respective notes to the
nancial statements:
2011
2010
RM000
RM000
(308)
190
(218)
(133)
(526)
57
The following items are added to/(deducted from) segment prot to arrive at Prot before tax from operations
presented in the consolidated statement of comprehensive income:
2011
2010
RM000
RM000
1,719
1,214
Finance costs
(1,386)
(1,256)
333
(42)
2011
2010
RM000
RM000
7,989
1,819
98
24
8,087
1,843
111
31 January 2011
1936 ~ 2011
contd
37.
The following items are added to segment assets to arrive at total assets reported in the consolidated statement of
nancial position:
2011
2010
RM000
RM000
18,069
17,734
6,404
9,894
1,722
1,866
26,195
29,494
Investment in associates
The following items are added to segment liabilities to arrive at total liabilities reported in the consolidated statement
of nancial position:
2011
2010
RM000
RM000
1,845
1,057
826
1,815
28,244
29,338
30,915
32,210
Geographical segments
Revenue and non-current assets information based on the geographical location of customers and assets respectively are as
follows:
Revenue
Malaysia
Overseas
Non-current assets
2011
2010
RM000
RM000
2011
RM000
2010
RM000
152,147
12,890
111,279
13,534
55,885
675
49,508
711
165,037
124,813
56,560
50,219
Non-current assets information presented above consist of the following items as presented in the consolidated statement of
nancial position.
112
2011
RM000
2010
RM000
56,064
496
49,758
461
56,560
50,219
37.
38.
39.
Name of subsidiaries
Country of
incorporation
Malaysia
Principal
activities
Manufacturing
of brass rods
Proportion of
ownership interest
2011
2010
100
100
Malaysia
Inactive
70
70
Papua New
Guinea
Operation and
maintenance of
water treatment
plant
100
100
Malaysia
Investment
holding and
trading
100
100
Hong Kong
Investment
holding and
trading
100
100
British Virgin
Islands
Investment
holding and
marketing
100
100
Hong Kong
Investment
holding
100
100
Malaysia
Inactive
100
100
Malaysia
Inactive
100
100
113
31 January 2011
1936 ~ 2011
contd
39.
Name of associates
Country of
incorporation
Principal
activities
Proportion of
ownership interest
2011
2010
Papua New
Guinea
Water
concession
19
19
Malaysia
Marketing of
water meters
and brass
products
48
48
Malaysia
Inactive**
26
26
*
**
subsidiaries and associate audited by rms of auditors other than Ernst & Young.
voluntarily liquidation currently in progress.
The investment in PNG Water Limited is classied as an associate notwithstanding its 19% shareholding since a director of the
Company has been appointed to the Board of PNG Water Limited. A subsidiary of the Company is providing operation and
maintenance services to the associate and also the Group participates in the policy-making decisions and provides technical
assistance to PNG Water Limited.
The nancial statements of the above associates are coterminous with those of the Group, except for PNG Water Limited which
has a nancial year end of 31 March to conform with its holding companys nancial year end. For the purpose of applying the
equity method of accounting, the unaudited nancial statements of PNG Water Limited for the period ended 31 December 2010
have been used and appropriate adjustments have been made for the effects of signicant transactions between that date and
31 January 2011.
40.
COMPARATIVES
The presentation and classication of items in the current nancial statements have been consistent with previous nancial
year except that certain comparative amounts have been adjusted as a result of changes in policies as disclosed in Note 2.2.
In addition, the following comparative amounts as at 31 January 2010 have been reclassied to conform with current years
presentation:
As previously
stated
Adjustments
As restated
RM000
RM000
RM000
2,725
1,283
4,008
(19,174)
19,174
(14,850)
(14,850)
Administrative expenses
(5,607)
(5,607)
114
41.
SUPPLEMENTARY INFORMATION ON THE DISCLOSURE OF REALISED AND UNREALISED PROFIT AND LOSS
On 25 March 2010, Bursa Malaysia Securities Berhad (Bursa Malaysia) issued a directive to all listed issuers pursuant to
Paragraph 2.06 and 2.23 of Bursa Malaysia Main Market Listing Requirements. The directive requires all listed issuers to
disclose the breakdown of the unappropriated prots or accumulated losses as at the end of the reporting period, into realised
and unrealised prots or losses.
On 20 December 2010, Bursa Malaysia further issued another directive on the disclosure and prescribed format of
presentation.
Pursuant to the directive, the amounts of realised and unrealised prots or losses included in the retained prots/(accumulated
losses) of the Group and the Company as at 31 January 2011 are as follows:
Group
Company
RM000
RM000
(94,115)
(21,924)
2,545
(1,498)
(91,570)
(23,422)
15,762
(263)
(76,071)
(23,422)
116,117
40,046
(23,422)
The determination of realised and unrealised prots is based on the Guidance of Special Matter No.1, Determination of Realised
and Unrealised Prots or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirement,
issued by Malaysian Institute of Accountants on 20 December 2010.
The disclosure of realised and unrealised prot above is solely for complying with the disclosure requirements stipulated in the
directive of Bursa Malaysia and should not be applied for any other purpose.
115
SHAREHOLDERS INFORMATION
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
:
:
:
:
:
RM200,000,000.00
RM112,651,313.00
225,302,626
Ordinary Shares of 50 sen each
One (1) vote per Ordinary Share
211
Size of Holdings
No. of Shares
5.34%
7,430
0.00%
1,102
27.88%
940,482
0.42%
2,049
51.83%
8,722,487
3.87%
516
13.05%
15,452,404
6.86%
71
1.80%
123,051,892
54.62%
0.10%
77,127,931
34.23%
Total
225,302,626
100.00%
3,953
100.00%
116
Name of Shareholders
31,600,000
14.03
16,205,831
7.19
16,000,000
7.10
13,322,100
5.91
Hectomic Limited
11,200,000
4.97
10,675,000
4.74
9,623,257
4.27
8,061,400
3.58
7,707,200
3.42
10
7,309,000
3.24
11
7,057,148
3.13
12
7,000,000
3.11
13
6,269,000
2.78
SHAREHOLDERS INFORMATION
contd
No.
Name of Shareholders
14
5,898,000
2.62
15
5,554,817
2.47
16
5,000,000
2.22
17
3,180,000
1.41
18
3,167,000
1.41
19
3,000,000
1.33
20
2,578,051
1.14
21
1,675,000
0.74
22
1,400,000
0.62
23
1,386,000
0.62
24
1,374,200
0.61
25
857,000
0.38
26
763,900
0.34
27
655,000
0.29
28
541,600
0.24
29
400,000
0.18
30
367,800
0.16
189,828,304
84.25
117
SHAREHOLDERS INFORMATION
75 Years of Excellence
to
Embrace the Future
contd
1936 ~ 2011
31,600,000
14.03
16,000,000
7.10
17,444,100
7.74
77,653,643(1)
34.47
10,753,000
4.77
84,344,743(1)
37.44
(2)
10.68
Deemed
Interest
-
%
-
24,058,400
19,058,400(3)
8.46
(4)
7.13
16,058,400
Notes:(1)
Deemed interested by virtue of their equity interest in Kwok Heng Holdings Ltd, Kin Fai International Limited and various companies, and call
options granted over all existing GKENT shares held by Star Wealth Investment Limited as well as deemed interest in shares held in each others
name.
(2)
Deemed interested through Cherubim Investment (HK) Ltd and Malayan United Industries Berhad by virtue of Section 6A(4) of the Companies
Act, 1965.
(3
)
Deemed interested by virtue of Section 6A(4)(c) of the Companies Act, 1965 which its shareholding exceeding 15% of the issued and paid-up
capital in MUI Properties Berhad and MUI Continental Insurance Berhad.
(4)
Deemed interested through Bahtera Muhibbah Sdn Bhd and Cesuco Trading Limited being its wholly-owned subsidiaries which hold 58,400
and 16,000,000 shares respectively.
118
Deemed
Interest
10,753,000
4.77
84,344,743 *
37.44
Name of Director
17,444,100
7.74
77,653,643*
34.47
30,000
0.01
5,000
0.00
Deemed interested by virtue of their 100% equity interest in Kwok Heng Holdings Limited, Kin Fai International Limited, various companies, and
by virtue of Section 6A(4) of the Companies Act 1965 in Johan Equities Sdn Bhd, and also shares held in each others name including call option
granted over all existing GKENT shares held by Star Wealth Investment Limited.
119
as at 31 January 2011
1936 ~ 2011
120
Area
(Sq. metre)
Tenure
Net
Book Value
RM000
Age of
Building
(Years)
Year of
Revaluation
Year of
Acquisition
Location
Description
Factory,
stores and
ofces
67,870
Freehold
43,896
14
20/12/1996
1996
Doublestorey
residential
unit
230
Leasehold
99 year
Expiring on
28.05.2095
170
13
1997
NOTICE IS HEREBY GIVEN that the Sixtieth Annual General Meeting of the Company will be held at the Registered Ofce of the
Company, George Kent Technology Centre, Lot 1115, Batu 15, Jalan Dengkil, 47100 Puchong, Selangor Darul Ehsan on Thursday,
7th July 2011 at 11:00 a.m. for the following purposes:-
ORDINARY BUSINESS
1.
To receive the Audited Financial Statements for the year ended 31 January 2011 and the Directors and
Auditors Reports thereon.
(Please refer
to Note A)
2.
To approve the payment of a nal dividend of RM0.03 per 50 sen ordinary share less tax at 25% for the
nancial year ended 31 January 2011.
(Resolution 1)
To re-elect Tan Sri Dato Tan Kay Hock who retires by rotation in accordance with Article 83 of the Articles of
Association and being eligible, has offered himself for re-election.
(Resolution 2)
To re-elect Ir. Dr. Cheong Thiam Fook who retires by rotation in accordance with Article 83 of the Articles of
Association and being eligible, has offered himself for re-election.
(Resolution 3)
3.
4.
To approve the payment of Directors fees of RM356,000 in respect of the year ended 31 January 2011
(2010 : RM293,000).
(Resolution 4)
6.
(Resolution 5)
SPECIAL BUSINESS
7.
To consider and if thought t, pass with or without modications the following as Ordinary Resolution:Authority To Allot And Issue Shares In General Pursuant To Section 132D Of The Companies Act, 1965
(Resolution 6)
THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals of the relevant
governmental/regulatory authorities, the Directors be and are hereby empowered to issue shares in the
capital of the Company from time to time and upon the terms and conditions and for such purposes as the
Directors, may in their absolute discretion deem t including provided that the aggregate number of shares
issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the
time being AND THAT the Directors be and are also empowered to obtain the approval from Bursa Malaysia
Securities Berhad for the listing and quotation for the additional shares so issued AND THAT such authority
shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.
8.
To transact any other business of which due notice shall have been given.
Shares transferred into the Depositors securities account before 4:00 p.m. on 22 July 2011 in respect of ordinary transfers;
and
(b)
Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia
Securities Berhad.
George Kent (Malaysia) Berhad (1945-X)
121
contd
1936 ~ 2011
Notes:A.
1.
2.
This Agenda item is meant for discussion only. The provisions of Section 169 of the Companies Act, 1965 and the Articles of Association of the
Company require that the Audited Financial Statements and the Reports of the Directors and Auditors thereon be laid before the Company at
its Annual General Meeting. As such this Agenda item is not a business which requires a resolution to be put to the vote by shareholders.
A member of the Company entitled to attend and vote is entitled to appoint not more than two proxies to attend and vote instead of him. A
proxy need not be a member of the Company. Where a member appoints two proxies, he shall specify the proportion of his shareholdings to
be represented by each proxy.
To be valid, the proxy form shall be deposited at the Registered Ofce of the Company, George Kent Technology Centre, Lot 1115, Batu 15,
Jalan Dengkil, 47100 Puchong, Selangor Darul Ehsan not less than forty-eight (48) hours before the time appointed for holding the meeting.
Authority To Allot And Issue Shares In General Pursuant to Section 132 of the Companies Act, 1965
The proposed Ordinary Resolution if passed will empower the Directors to issue shares of the Company up to 10% of the issued capital of the
Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This is also to avoid any
delays and costs in convening a general meeting to specically approve such an issue of shares. This authority unless revoked or varied by the
Company in general meeting will expire at the next Annual General Meeting (AGM) of the Company.
The Company has not issued any new shares under this general authority which was approved at the last AGM held on 29 June 2010 and which
will lapse at the conclusion of this AGM. A renewal of this general authority is being sought at this AGM under the proposed Resolution 6. The
renewed mandate is to provide exibility to the Company for any possible future fund raising activities including but not limited to placement of
shares for purposes of funding future investments, working capital and/or acquisitions.
122
STATEMENT ACCOMPANYING
THE NOTICE OF ANNUAL GENERAL MEETING
Dato Ir. Haji Zaidan bin Haji Othman, age 78, pursuant to Section 129 of the Companies Act, 1965, is required to vacate his position
as Director at the Annual General Meeting (AGM) of the Company to be held on 7 July 2011. He has intimated that he does not wish
to seek re-appointment as Director. He will therefore retire from ofce as Director with effect from the conclusion of this AGM.
The prole and further details of Tan Sri Dato Tan Kay Hock and Ir. Dr. Cheong Thiam Fook, the two Directors retiring by rotation
above, are set out on pages 20 and 22 in the Annual Report respectively. Details of any interest in securities of the Company and
their attendance of Board Meetings held during the nancial year ended 31 January 2011 can be found on pages 119 and 25 in the
Annual Report respectively.
123
123
75 Years of Excellence
to
Embrace the Future
1936 ~ 2011
FORM OF PROXY
(Before completing the form, please refer to notes on the next page)
I/We
(Company/Passport/NRIC No.
of
being a member/members of GEORGE KENT (MALAYSIA) BERHAD hereby appoint:-
Name
Address
NRIC/Passport No.
Proportion of
Shareholding (%)
Address
NRIC/Passport No.
Proportion of
Shareholding (%)
Name
as my/our proxy/proxies to vote for me/us on my/our behalf at the Sixtieth Annual General Meeting of the Company, to be held at the
Registered Ofce of the Company, George Kent Technology Centre, Lot 1115, Batu 15, Jalan Dengkil, 47100 Puchong, Selangor
Darul Ehsan on Thursday, 7th July 2011 at 11:00 a.m. and at any adjournment thereof.
I/We direct my/our proxy/proxies to vote for or against the Resolutions to be proposed at the meeting as hereunder indicated.
RESOLUTIONS
For
Against
Dated this
day of
Signature/Common Seal
*Strike out whichever is not desired.
, 2011.
AFFIX
POSTAGE
STAMP
Notes:1.
Vote may be given personally or by proxy/proxies (not more than two proxies) or in the case of a corporation by a representative duly authorised.
Where a member appoints two proxies, he shall specify the proportion of his shareholdings to be represented by each proxy. The instrument
appointing proxy/proxies shall be in writing under the hand of the appointor or his attorney or if such an appointor is a corporation under its Common
Seal or the hands of its attorney. Proxy/proxies need not be a member of the Company.
2.
The instrument appointing proxy/proxies and the power of attorney (if any) under which it is signed or an ofce copy or notarially certied copy
thereof shall be deposited at the registered ofce not less than forty-eight (48) hours before the time for holding the meeting or adjourned meeting
(as the case may be) at which the person named in such instrument propose to vote but no instrument (other than power of attorney under seal)
appointing proxy/proxies shall be valid after the expiration of twelve months from the date of its execution