Você está na página 1de 128

George Kent (Malaysia) Berhad (1945-X)

George Kent (Malaysia) Berhad

Annual Report for the year ended 31 January 2011

George Kent (Malaysia) Berhad (1945-X)


Lot 1115, Batu 15, Jalan Dengkil, 47100 Puchong, Selangor Darul Ehsan.
Tel : 603-8064 8000 Fax : 603-8061 9954, 8061 3295 Email : mkt@georgekent.net
www.georgekent.net

(1945-X)

75 Years of Excellence to Embrace the Future


75 Years of Excellence
to
Embrace the Future

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

Audit Committee Report

30

Corporate Prole

Statement on Corporate Social Responsibility

33

Corporate Information

Statement on Internal Control

35

History of George Kent (Malaysia) Berhad

Additional Information

37

Transformation Journey and The Way Forward

Financial Statements

39

Five-year Group Financial Highlights

10

Shareholders Information

116

Chairmans Statement

12

Statement on Directors Interests

119

Management Analysis & Review

14

List of Properties Held

120

Event Highlights

18

Notice of Annual General Meeting

121

Prole of Directors

20

Senior Management

23

Statement Accompanying the Notice of


Annual General Meeting

123

Statement on Corporate Governance

24

Form of Proxy

HISTORY OF
GEORGE KENT (MALAYSIA) BERHAD
contd

OUR CORE VALUES


CORPORATE

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

75TH ANNIVERSARY (1936 TO 2011) OF GEORGE KENT (MALAYSIA) BERHAD

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

George Kent (Malaysia) was established in Penang in 1936 as


a service branch of the then parent Company, George Kent
Limited, United Kingdom. The Company was incorporated
in 1951 as George Kent (Malaya) Ltd and on 11 July 1969, it
was converted to a public company under the name of George
Kent (Malaysia) Berhad (GKM). In 1974 the Company listed its
shares through an offer for sale of 20% equity by George Kent
Limited and new issue of 20% shares to Malaysians.
George Kent is an engineering company involved in
manufacturing, trading and investment and development of
water infrastructure projects. The core business is in the water
industry. It has contributed to the nations manufacturing growth
by building up over the years to become the leader in the region
in brass products manufacturing. George Kent is the market
leader in the supply of control instrumentation, telemetry, pipes,
valves and ttings, industrial and domestic water meters, boilers,
incinerators and building automation systems.

Annual Report 2011

George Kent is also involved in the manufacture of bre glass


reinforced polyester (FRP) panel tanks for bulk water storage, and
the extrusion of brass rods. George Kent products manufactured
by the Manufacturing Division are up to the standard of MS ISO
9001:2000 Quality Management Systems and ISO 14001: 2004
Environmental Management System.
George Kent is a Company with regional activities in the
ASEAN countries, China and Papua New Guinea. It exports
its manufactured products to Singapore, Thailand, Vietnam,
Myanmar, Cambodia, Indonesia, Philippines, Papua New
Guinea, Australia, Hong Kong, Sri Lanka, Kenya, South Africa,
South America and the United Kingdom.

CORPORATE INFORMATION

Board of Directors

Registered Ofce

Tan Sri Dato Tan Kay Hock

George Kent Technology Centre


Lot 1115, Batu 15, Jalan Dengkil
47100 Puchong, Selangor Darul Ehsan
Tel
: 603-8064 8000
Fax
: 603-8061 3295, 603-8061 9954
E-mail : mkt@georgekent.net
Website : www.georgekent.net

(Chairman/Non-Independent Non-Executive Director)

Dato Ir. Haji Zaidan Bin Haji Othman


(Independent Non-Executive Director)

Puan Sri Datin Tan Swee Bee


(Non-Independent Non-Executive Director)

Ong Seng Pheow


(Independent Non-Executive Director)

Ir. Dr. Cheong Thiam Fook


(Non-Independent Executive Director)

Share Registrar

Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah

Johan Management Services Sdn. Bhd.


11th Floor, Wisma E&C
No. 2 Lorong Dungun Kiri, Damansara Heights
50490 Kuala Lumpur
Tel
: 603-2092 1858
Fax
: 603-2092 2812
E-mail : johanms@po.jaring.my

(Independent Non-Executive Director)

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

Risk Management Committee

(Chartered Accountants)

Ong Seng Pheow (Chairman)


Tan Sri Dato Tan Kay Hock
Ir. Dr. Cheong Thiam Fook

Group Principal Bankers

Remuneration Committee
Tan Sri Dato Tan Kay Hock (Chairman)
Dato Ir. Haji Zaidan Bin Haji Othman
Puan Sri Datin Tan Swee Bee

(in alphabetical order)


Kuwait Finance House (Malaysia) Berhad
Malayan Banking Berhad
The Royal Bank of Scotland Group

Stock Exchange Listing


Company Secretary
Teh Yong Fah (MACS 00400)

Main Market, Bursa Malaysia Securities Berhad


Stock Name
: GKENT
Stock Code
: 3204
Sector
: Trading

George Kent (Malaysia) Berhad (1945-X)

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.

Annual Report 2011

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.

The Infrastructure Division successfully


completed the contract for design and
build 50 MLD New Gemas Water Supply
Turnkey Project.

George Kent (Malaysia) Berhad (1945-X)

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.

Annual Report 2011

HISTORY OF
GEORGE KENT (MALAYSIA) BERHAD
contd

5 s
1950

1936

The Company commenced operations in Penang


as a service branch ofce of George Kent Ltd,
United Kingdom

ang

Branch ofce in Perak Lane, Pen

1965

969
19

The Head Ofce was relocated from Penang to No.


2,
Lorong 19/1A, Petaling Jaya in November 1965

ted operations at Lot 4&6,


The Manufacturing plant star
, Selangor Darul Ehsan
Alam
Jalan Pahat 16/8A, Shah

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.

George Kent (Malaysia) Berhad (1945-X)

75 Years of Excellence
to
Embrace the Future

1936 ~ 2011

Great changes may not happen right away,


but with whole-hearted efforts
even the most difcult one
can be accomplished
8

Annual Report 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

Prot before tax

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

Prot attributable to shareholders


Shareholders Fund
Dividend per share
The strategic plan under the Transformation initiatives is:
1)
2)
3)

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.

George Kent (Malaysia) Berhad (1945-X)

FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS

75 Years of Excellence
to
Embrace the Future

1936 ~ 2011

Revenue

Prot before tax

(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

Earnings per share

Net assets per share

(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

Share Performance in 2010/2011

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

Total Volume (million)

High (RM)

10

Sept

Annual Report 2011

Low (RM)

Total Volume (million)

-10

FIVE-YEAR GROUP FINANCIAL HIGHLIGHTS


contd

Year Ended 31 January


2011

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

Total non-current liabilities

13,415

15,253

16,888

12,551

21,507

Total current liabilities

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.

George Kent (Malaysia) Berhad (1945-X)

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

3FWFOVFPG3.NJMMJPO VQ 3.NJMMJPO

t

1SPmUCFGPSFUBYPG3.NJMMJPO VQ 3.NJMMJPO

t

1SPmUBUUSJCVUBCMFUPTIBSFIPMEFSTPG3.NJMMJPO VQ 3.


million)

t

&BSOJOHTQFSTIBSFPGTFO VQ TFO

t

%JWJEFOEQFSTIBSFPGTFOMFTTUBY TFOMFTTUBY

t

/FUBTTFUTQFSTIBSFPGTFO VQ TFO

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

Annual Report 2011

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).

BUSINESS OUTLOOK AND PROSPECTS


The Asian economies, including Malaysias, are on track to achieve more sustainable growth rates. Proactive scal stimulus measures,
strong domestic demand, robust regional demand for Asias exports and accommodative monetary policies will remain the key drivers
of Asias resilience compared to the advanced economies. We expect 2011 to be a better year, however the sovereign debt issue in
Europe and rising inationary pressures are expected to spill over to 2011. The recent upheaval in the Middle East may also negatively
affect the global economy and cause oil prices to escalate, further aggravating inationary pressure. In view of these challenges, your
Group will continue to strive for sustainable growth and to enhance our competiveness going forward.
Your Groups main focus moving forward, is to continue with the upgrading of production capabilites in our manufacturing plant in
Puchong over the next 3 years to increase water meters production and for the manufacture of high quality OEM products. We will
seek new regional markets and strategic afliations with major regional players. Your Group has been marketing water meters to
Vietnam for many years and it is our plan to further penetrate this and other Asian markets. We continue to pursue major works in
infrastructure projects in water, waste water and in the healthcare industry.
Your Group will capitalise on the opportunities arising from the bold initiatives implemented by the Malaysian Government to stimulate
the economy which will benet the private sector. With the improving economic environment, your Group is optimistic of its prospects
for the current year.

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.

TAN SRI DATO TAN KAY HOCK


Chairman
27 May 2011

George Kent (Malaysia) Berhad (1945-X)

13

75 Years of Excellence
to
Embrace the Future

MANAGEMENT ANALYSIS & REVIEW

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

Annual Report 2011

The Manufacturing Division achieved production of 2 million


units of water meters and water meter housing during the
nancial year under review. Revenue from its OEM contract
manufacturing business for the year under review was 66.3%
higher when compared to the previous year due to sales to new
OEM markets and recovery in the global economy since the
beginning of the nancial year under review.
Going forward, the Manufacturing Divisions strategic thrust is to
continue intensifying its efforts to secure more orders for OEM
contract manufacturing, an important revenue stream for the
Group. The Group will capitalise on its long term experience in
working with business partners worldwide to generate a winwin situation. In this respect, the Company had since the 4th
quarter of 2009 embarked on its 5-year facilities upgrade plan to
increase the production capacity of both meter and non-meter
products. The rst phase of the expansion plan was completed
in January 2011 with the purchase of machineries and
equipments which enabled water meters production capacity to
be increased by 30%. The second phase, involving purchase of
additional machineries has commenced and upon completion
will double its water meter production capacity.

MANAGEMENT ANALYSIS & REVIEW


contd

Meters

Industrial Products

The Group is a major supplier and distributor of water metering


products to a large number of water authorities in the various
states of Malaysia and also exports signicant quantities to
several ASEAN countries. Its diverse product range includes
meters used for residential, industrial and commercial sectors
and offers a complete solution in consumption measurement,
network monitoring and distribution application.

The Industrial Products Division comprises non-meters supplies,


trading and industrial equipment supply and installation
businesses which include: brass components, ttings and
parts for waterworks used specically by the plumbing industry
and distributed through a network of hardware dealers and
agents under the brand name of George Kent; FRP water
tanks manufactured under licence from Sekisui Aqua Systems
of Japan; industrial boilers under the Garioni, Fulton and
Wanson brands and other oil heating products under agency
distribution from other established international manufacturers;
and instrumentations that include leak detection equipments,
analytical instruments, recorders & controllers, pressure and
level measurement equipments, gauges and dead weight tester
& calibrators.

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.

The current range of products under the Industrial Products


Division also include stopcocks, bibtaps, ferrules, ball oat
valves, brass ball valves, lockable valves, angle valves, brass
gate valves, ductile iron resilient seat sluice valves, ductile
iron gate valves, and cast/ductile iron saddles and ttings and
others.
The Group has sought to deepen and extend its industrial
products distribution channels locally and overseas through
establishing a network of agents and distributors involved in the
hardware trade or building materials supply chain to provide a
consistent level of stocks and customer service. Exports remain
a key driver for the FRP water tanks manufactured locally due to
their high material grade and quality of nishing.

George Kent (Malaysia) Berhad (1945-X)

15

75 Years of Excellence
to
Embrace the Future

MANAGEMENT ANALYSIS & REVIEW


contd

1936 ~ 2011

INFRASTRUCTURE INVESTMENT, WATER AND CONSTRUCTION DIVISION

Infrastructure Investment

Water and Construction

The Group invests in long term infrastructure assets as well as


managing the operation and maintenance for such assets.

The Water and Construction Division bids for mechanical and


engineering contracts for water infrastructure related projects
and non-water related projects with high mechanical and
engineering contents. The Group has successfully completed
over 26 major water-supply contracts in the past 20 years. The
projects are of a varied nature, ranging from construction and
rehabilitation, operation and maintenance of treatment plants;
laying of pipelines and etc. The Company is also a specialist in
turnkey construction of major water supply projects.

The Groups infrastructure investment in PNG Water Ltd (PWL)


in Papua New Guinea under a 22-year concession to supply
processed water to the capital city of Port Moresby, continues
to contribute signicant returns on investment. The Groups
wholly owned subsidiary, George Kent (PNG) Limited (GKPNG)
is the operation and maintenance contractor for PWLs water
treatment plant. Both PWL and GKPNG are expected to provide
recurring income contribution to the Groups Contracts Division
over the remaining concession period.
The Group is consistently exploring opportunities to increase
its recurring income base by extending its investment in
infrastructure assets as well as the operation and maintenance
operator for the invested assets.

As at 31 January 2011, the RM97.75 million contract to


construct and upgrade a new 106-bed hospital at Hospital Kuala
Lipis in Pahang for the Ministry of Health was 78% completed.
The works include the design and building of medical facilities
for a 6-storey medical ward, operating theatres, car park,
building amenities and services for the said new hospital wing.
The contract is expected to be completed during the current
nancial year.
During the nancial year under review, the Company, together
with its joint venture partners was successful in securing the
following contracts:

16

Annual Report 2011

MANAGEMENT ANALYSIS & REVIEW


contd

i.

Pahang-Selangor raw water transfer project, lot 1-3A


Semantan intake pumping station and related works with
contract value at RM317.6 million; and

ii.

Construction and completion of Panching water treatment


works in Kuantan, Pahang, for the East Coast Economic
Region Development (Package 1) with contract value at
RM129.8 million.

The Companys portion of the works for the above contracts


constitutes approximately 50% of the contract value.
The Group continues to explore business opportunities
to participate in large-scale civil engineering and building
construction works under the 10th Malaysia Plan plus other
water-related infrastructural or mechanical & engineering works.
In this respect, the Group is currently tendering/bidding for
infrastructure projects with value exceeding RM1 billion.

With the plan of providing a total solution in the provision of


mechanical and engineering services, the Group has developed
a strong capability in installation, implementation and the
maintenance of industrial/automation system applications
of commercial buildings and key industrial installations such
as water treatment plants, petrochemical complexes, ports,
telecommunications hubs, or transportation terminus where
security and ow management of day-to-day operations/
transactions/processes are critical and/or prone to security
risks and disruption. These products/systems include building
surveillance systems, building automation/access cards,
SCADA and telemetry systems and ow control processes.
Beside complementing the Group in securing construction
projects, this business unit is also serving non-project related
customers. Leveraging on the Groups expertise and extensive
experience in this area, the Group is also seeking opportunity to
extend the business reach of this segment.

George Kent (Malaysia) Berhad (1945-X)

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

23-24 April 2010


Sales Management Seminar The Art of Innovative Selling

18 June 2010
Commencement of ERP Foundation Training for all staff

22 June 2010
Career Fair in INTI University College in Nilai

24-25 June 2010


Microsoft Project Application Training

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

Annual Report 2011

EVENT HIGHLIGHTS
contd

4-5 July 2010


Budget Review Brainstorming in Lumut for all Change Agents

9-10 January 2011


Change Agents Teambuilding in Malacca

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

George Kent (Malaysia) Berhad (1945-X)

19

PROFILE OF DIRECTORS
75 Years of Excellence
to
Embrace the Future

1936 ~ 2011

20

Name

TAN SRI DATO TAN KAY HOCK

DATO IR. HAJI ZAIDAN BIN HAJI


OTHMAN

Age

63

78

Nationality

Malaysian

Malaysian

Qualication

Barrister-at-Law

Master of Science in Engineering


from Northwestern University, USA,
Postgraduate Diploma in Highway &
Trafc Engineering from Kings College,
Durham University, England and Diploma
in Civil & Structural Engineering from
Brighton Technical College, England.

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

A lawyer by training having been called to the


Bar by the Honourable Society of Lincolns Inn,
UK in 1971. In 1972, he was admitted as an
advocate and solicitor to the Supreme Court of
Malaysia. He is a non-practising lawyer. Since
August 1981, he is the Chairman and Chief
Executive of Johan Holdings Berhad which is
listed on the Main Market of Bursa Malaysia
Securities Berhad. The Johan Group principal
activities are franchise operator for Diners
Club charge & credit cards, travel & tours,
manufacturing of ceramics tiles, distribution
and retailing of health food & supplements,
metal fabrication, property development,
resorts and hotels. He is a Member of the
Iskandar Regional Development Authority
(IRDA), a Committee Member of the Malaysian
Philippines Business Council and a Trustee of
Malaysian Humanitarian Foundation.

More than 40 years of experience in the


engineering industry, and had held the
positions of Director of Highway Planning
Unit (1972 _ 1980), Director General in
Lembaga Lebuhraya Malaysia (1980 _
1984) and Deputy Director General of
Jabatan Kerja Raya Malaysia (1984 _
1988)

Other directorships of public


companies

t
t

NIL

Family relationship with any director


and/or major shareholders of the
Company

Spouse of Puan Sri Datin Tan Swee Bee, a


Non-Executive Director of the Company

NIL

Conict of interest with the Company

NIL

NIL

List of convictions for offences within


the past ten (10) years

NIL

NIL

Committee

Member of the Audit Committee, Risk


Management Committee, ESOS Committee
and Chairman of the Remuneration
Committee.

Member of the Audit Committee and


Remuneration Committee.

Annual Report 2011

Johan Holdings Berhad


Jacks International Limited

PROFILE OF DIRECTORS
contd

PUAN SRI DATIN TAN SWEE BEE

ONG SENG PHEOW

64

62

British Citizen

Malaysian

Barrister-at-Law

Certied Public Accountant (Malaysia)


t Member of the Malaysian Institute of
Certied Public Accountants
t Member of the Malaysian Institute of
Accountants

Director
Director
(Non-Independent Non-Executive Director) (Independent Non-Executive Director)
11 October 1989

13 September 2004

She is a UK trained Barrister-at-Law from


the Honourable Society of Lincolns Inn,
UK in 1971. In 1972, she was admitted
as an advocate and solicitor to the
Supreme Court of Malaysia. She is a
non-practising lawyer. Since December
1984, she is the Group Managing Director
of Johan Holdings Berhad, listed on the
Main Market of Bursa Malaysia Securities
Berhad. The Johan Group principal
activities are franchise operator for Diners
Club charge & credit cards, travel &
tours, manufacturing of ceramics tiles,
distribution and retailing of health food &
supplements, metal fabrication, property
development, resorts and hotels.

Over 30 years of experience as Public


Accountant with international rm of
accountants and was a partner of Messrs
Ernst & Young from 1984 to 2003.

t
t

t
t
t
t

Johan Holdings Berhad


Jacks International Limited

t

Daiman Development Berhad


LCTH Corporation Berhad
RHB Bank Berhad
HELP International Corporation
Berhad
RHB Insurance Berhad

Spouse of Tan Sri Dato Tan Kay Hock, the


Chairman of the Company.

NIL

NIL

NIL

NIL

NIL

Member of the Remuneration Committee


and ESOS Committee.

Chairman of the Audit Committee and


Risk Management Committee.

George Kent (Malaysia) Berhad (1945-X)

21

PROFILE OF DIRECTORS
75 Years of Excellence
to
Embrace the Future

contd

1936 ~ 2011

Name

DATO PADUKA PROF. (DR.) IR. HJ.


KEIZRUL BIN ABDULLAH

IR. DR. CHEONG THIAM FOOK

Age

59

56

Nationality

Malaysian

Malaysian

Qualication

t

t
t
t

t
t
t
t

22

Fellow (F1691), Institute of Engineers,


Malaysia (IEM)
Registered Professional Engineer
(4133 Civil), Malaysia
Founding Fellow (0078), ASEAN
Academy of Engineering and
Technology
Founding
Member,
Malaysian
Hydrology Society (MHS)
Member, International Association
of Hydrological Sciences (IAHS)

BSc in Mechanical Engineering


Master in Energy Technology
PhD in Manufacturing Management

Position on Board

Director
(Independent Non-Executive Director)

Director
(Non-Independent Executive Director)

Date of Appointment

8 December 2009

10 December 2008

Working Experience

Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul


has been involved in the eld of water
and water resources engineering for
the past 34 years. Upon graduation
in 1975, he joined the Department of
Irrigation and Drainage Malaysia and
over an illustrious career, rose to become
the Director General in November 1997
until his retirement from public service in
December 2007.

He is responsible for all business units


in the Group. 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.

Other directorships of public


companies

t
t
t

NIL

Family relationship with any director


and/or major shareholders of the
Company

NIL

NIL

Conict of interest with the Company

NIL

NIL

List of convictions for offences within


the past ten (10) years

NIL

NIL

Committee

Member of the Audit Committee

Member of
Committee.

Annual Report 2011

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.

George Kent (Malaysia) Berhad (1945-X)

23

STATEMENT ON CORPORATE GOVERNANCE


75 Years of Excellence
to
Embrace the Future

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)

Duties and Responsibilities


The Board recognises its duties and responsibilities to shareholders of the Company which principally include the
following:
t
t
t
t
t
t
t

(iii)

3FWJFXJOHBOEBEPQUJOHBTUSBUFHJDQMBOGPSUIF$PNQBOZBOEUIF(SPVQ
0WFSTFFJOHUIFPWFSBMMDPOEVDUPGUIF$PNQBOZTCVTJOFTTBOEUIBUPGUIF(SPVQ
*EFOUJGZJOHQSJODJQBMSJTLTBOEFOTVSJOHUIBUBOBQQSPQSJBUFTZTUFNPGJOUFSOBMDPOUSPMFYJTUTUPNBOBHFUIFTFSJTLT
3FWJFXJOH UIF BEFRVBDZ BOE JOUFHSJUZ PG JOUFSOBM DPOUSPMT TZTUFNT BOE NBOBHFNFOU JOGPSNBUJPO TZTUFNT JO UIF
Company and within the Group;
%FWFMPQJOHBOEJNQMFNFOUJOHBTPVOEDPNNVOJDBUJPOQPMJDZGPSJOWFTUPSSFMBUJPOT
4VDDFTTJPOQMBOOJOH JODMVEJOHBQQPJOUJOHBOEEFUFSNJOJOHDPNQFOTBUJPOPGTFOJPSNBOBHFNFOUBOE
"TTFTTJOHUIFFGGFDUJWFOFTTPGUIF#PBSE #PBSE$PNNJUUFFTBOEJOEJWJEVBM%JSFDUPST

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

Annual Report 2011

STATEMENT ON CORPORATE GOVERNANCE


contd

A.

BOARD OF DIRECTORS contd


(iv)

Board of Directors Meetings


During the nancial year ended 31 January 2011, the number of Board of Directors Meetings held and the attendance of
each Director were as follows:No. of Board Meetings
Directors

(v)

Held

Attended

Tan Sri Dato Tan Kay Hock

Puan Sri Datin Tan Swee Bee

Dato Ir. Haji Zaidan Bin Haji Othman

Ong Seng Pheow

Ir. Dr. Cheong Thiam Fook

Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah

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.

(vii) Board Committees


The Board had delegated certain responsibilities and duties to the following Board Committees which operate within
clearly dened terms of reference. These Committees as listed below do not have executive powers but report to the
Board on all matters considered and their recommendations thereon.

George Kent (Malaysia) Berhad (1945-X)

25

STATEMENT ON CORPORATE GOVERNANCE


75 Years of Excellence
to
Embrace the Future

contd

1936 ~ 2011

A.

BOARD OF DIRECTORS contd


(vii) Board Committees contd
(a)

Audit Committee
The Audit Committee currently is comprised of four (4) Non-Executive Directors as follows:1.
2.
3.
4.

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

(Independent Non-Executive Director) Chairman


(Independent Non-Executive Director)
(Non-Independent Non-Executive Director)
(Independent Non-Executive Director)
(appointed w.e.f. 31 March 2010)

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)

Risk Management Committee


The Risk Management Committee comprised of the following as members:1.
2.
3.

Ong Seng Pheow


Tan Sri Dato Tan Kay Hock
Ir. Dr. Cheong Thiam Fook

(Independent Non-Executive Director) Chairman


(Non-Independent Non-Executive Director)
(Non-Independent Executive Director)

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.

Tan Sri Dato Tan Kay Hock


Dato Ir. Haji Zaidan Bin Haji Othman
Puan Sri Datin Tan Swee Bee

(Non-Independent Non-Executive Director) Chairman


(Independent Non-Executive Director)
(Non-Independent Non-Executive Director)

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

Annual Report 2011

STATEMENT ON CORPORATE GOVERNANCE


contd

A.

BOARD OF DIRECTORS contd


(vii) Board Committees contd
(d)

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)

Employee Share Option Scheme (ESOS) Committee


The ESOS Committee was established on 8 October 2003 to administer the ESOS of the Group implemented
to be in force for a period of ve (5) years commencing from 8 October 2003 to 7 October 2008. At the Annual
General Meeting of the Company held on 28 July 2008, shareholders had approved the extension of the duration
of the ESOS for another ve (5) years expiring 7 October 2013. The ESOS Committee comprised of the following
members:1.
2.
3.

Tan Sri Dato Tan Kay Hock


Puan Sri Datin Tan Swee Bee
Teh Yong Fah

(Non-Independent Non-Executive Director) Chairman


(Non-Independent Non-Executive Director)
(Company Secretary)

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

Puan Sri Datin Tan Swee Bee

72

72

Dato Ir. Hj. Zaidan Bin Hj. Othman

45

10

55

Ong Seng Pheow

50

10

60

Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah

45

48

356

510

53

919

Executive Directors
Ir. Dr. Cheong Thiam Fook
Non-Executive Directors
Tan Sri Dato Tan Kay Hock

Total

George Kent (Malaysia) Berhad (1945-X)

27

STATEMENT ON CORPORATE GOVERNANCE


75 Years of Excellence
to
Embrace the Future

contd

1936 ~ 2011

B.

DIRECTORS REMUNERATION contd


The number of Directors whose remuneration falls within the following bands is as follows:Number of Directors
Range of Remuneration

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

SHAREHOLDERS COMMUNICATION AND INVESTORS RELATIONSHIP POLICY


The Board acknowledges the need for shareholders to be informed of all material business and developments concerning the
Group. In addition to various announcements made during the year, the Board had ensured timely release of nancial results
on a quarterly basis to provide shareholders with an overview of the Groups performance and operations. Copies of the full
announcement are supplied to shareholders and members of the public upon request.
The Annual General Meeting is the principal forum for communicating with shareholders. Shareholders who are unable to attend
are allowed to appoint not more than two (2) proxies, who need not be the shareholders, to attend and vote on their behalf.
Board members as well as the Head of Finance & Control and the external Auditors of the Company are present to answer
questions raised by shareholders. Shareholders are given the opportunity to ask questions during the questions and answers
session prior to each resolution being proposed for consideration by shareholders.
Briengs to fund managers and analysts are held throughout the year. Corporate information of the Group is also available via
the Companys website, www.georgekent.net.

D.

ACCOUNTABILITY AND AUDIT


(i)

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:-

adopted suitable accounting policies and applying them consistently;


made judgement and estimates that are prudent and reasonable;
ensured applicable accounting standards have been followed, subject to any material departures disclosed and
explained in the nancial statements; and
prepared the nancial statements on a going concern basis.

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

Annual Report 2011

STATEMENT ON CORPORATE GOVERNANCE


contd

D.

ACCOUNTABILITY AND AUDIT contd


(ii)

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)

Relationship with External Auditors


A transparent and professional relationship with the external auditors to enable them to independently report to shareholders
in accordance with statutory and professional requirement is established through the Audit Committee. The role of the
Audit Committee members in relation to the external auditors is set out in the Audit Committee Report of this Annual
Report.

This Statement is made in accordance with the resolution of the Board of Directors dated 27 May 2011.

George Kent (Malaysia) Berhad (1945-X)

29

AUDIT COMMITTEE REPORT


75 Years of Excellence
to
Embrace the Future

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

Chairman (Independent Non-Executive Director)


(Independent Non-Executive Director)
(Non-Independent Non-Executive Director)
(Independent Non-Executive Director)
(appointed on 31 March 2010)

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.

Duties and Responsibilities


(i)

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.

Annual Report 2011

AUDIT COMMITTEE REPORT


contd

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

Ong Seng Pheow (Chairman)

Dato Ir. Haji Zaidan Bin Haji Othman

Tan Sri Dato Tan Kay Hock

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)

Review of the related party transactions entered into by the Group;

(v)

Review of the fees of the external auditors; and

(vi)

Meeting with the external auditors without the presence of the management.

George Kent (Malaysia) Berhad (1945-X)

31

AUDIT COMMITTEE REPORT


75 Years of Excellence
to
Embrace the Future

contd

1936 ~ 2011

D.

INTERNAL AUDIT FUNCTION


The Internal Audit Department was established in year 2006 to carry out internal audit function of the Groups key operations
in Malaysia and overseas. 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. At the beginning of
each year, the audit programme would have to be approved by the Audit Committee and ndings would be presented to the
Committee in a timely manner for their consideration. The internal audit team is independent and has no involvement in the
operations of Group companies.
The total cost incurred for the internal audit function for the year ended 31 January 2011 was RM115,000 (2010: RM67,000).

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

Annual Report 2011

STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY

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.

George Kent (Malaysia) Berhad (1945-X)

33

STATEMENT ON CORPORATE SOCIAL RESPONSIBILITY


75 Years of Excellence
to
Embrace the Future

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

Annual Report 2011

STATEMENT ON INTERNAL CONTROL

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

Independence of Audit Committee


The Audit Committee currently comprises three (3) Independent Non-Executive Directors and one (1) Non-Independent NonExecutive Director, who have full access to both internal and external auditors.

s

Documented Internal Policies and Procedures


Key policies and control procedures regulating nancial and operating activities are clearly documented in manuals for the
Groups operations. Compliance with the controls set out in the manuals monitored by regular internal audit reviews. These
manuals are also subject to regular reviews and updates to take into consideration the changing business risks and to resolve
any operational deciencies.

s

Detailed Budgeting Process


Detailed annual budgets are prepared by individual operating units containing business strategies, nancial and operating
targets, performance indicators and capital expenditure proposals, which are reviewed by the Board. The Board approves the
consolidated Group budget with objectives for each operating unit.

s

Financial Reporting System


Detailed management accounts are prepared by each operating unit based on annual budget with monthly reports compared
against budget, analysis of signicant variances and key performance indicators and quarterly re-forecasting.

s

Capital Expenditure Approval Process


The Group has formal procedures for the appraisal of major capital expenditure, which must be approved by the Board and
detailed procedures and authority levels relating to all other capital expenditure. There are also clear procedures for obtaining
Board approval for assets disposal and major business transactions.

George Kent (Malaysia) Berhad (1945-X)

35

STATEMENT ON INTERNAL CONTROL


75 Years of Excellence
to
Embrace the Future

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

Annual Report 2011

ADDITIONAL INFORMATION

MATERIAL CONTRACTS
There are no material contracts entered into by the Company and its subsidiaries involving Directors and major shareholders
interests.

SANCTIONS AND/OR PENALTIES IMPOSED


No sanctions and/or penalties were imposed on the Company and its subsidiaries, Directors or management by the relevant regulatory
bodies during the nancial year ended 31 January 2011.

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.

OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES EXERCISED


81,000 share options under the Companys Employees Shares Option Scheme were exercised during the nancial year ended
31 January 2011.
The Company did not issue any warrants or convertibles securities during the nancial year ended 31 January 2011.

VARIATION IN RESULTS FOR THE FINANCIAL YEAR


There was no deviation of 10% or more between the prot after tax and minority interest stated in the announced unaudited results
and the audited accounts of the Company and the Group for the nancial year ended 31 January 2011.

AMERICAN DEPOSITORY RECEIPT (ADR) OR GLOBAL DEPOSITORY RECEIPT (GDR)


The Company did not sponsor any ADR or GDR programme during the nancial year ended 31 January 2011.

REVALUATION POLICY ON LANDED PROPERTIES


The Group does not have a policy on regular revaluation of its landed properties.

PROFIT GUARANTEE
The Company has not given any prot guarantee during the nancial year ended 31 January 2011.

UTILISATION OF PROCEEDS RAISED FROM ANY CORPORATE PROPOSAL


No proceeds were raised by the Company from any corporate exercise implemented during the nancial year ended 31 January
2011.
George Kent (Malaysia) Berhad (1945-X)

37

FINANCIAL STATEMENTS

DIRECTORS REPORT

40

STATEMENT BY DIRECTORS

45

STATUTORY DECLARATION

45

INDEPENDENT AUDITORS REPORT

46

STATEMENTS OF COMPREHENSIVE INCOME

48

STATEMENTS OF FINANCIAL POSITION

49

STATEMENTS OF CHANGES IN EQUITY

51

STATEMENTS OF CASH FLOWS

54

NOTES TO THE FINANCIAL STATEMENTS

56

SUPPLEMENTARY INFORMATION ON THE DISCLOSURE


OF REALISED AND UNREALISED PROFIT AND LOSS

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)

operation of water infrastructure;

(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)

mechanical and electrical turnkey water infrastructure project management; and

(f)

investment holding and management company.

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

Prot, net of tax and attributable to the owner of the Company

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

Annual Report 2011

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.

George Kent (Malaysia) Berhad (1945-X)

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

Tan Sri Dato Tan Kay Hock

10,753,000

10,753,000

Puan Sri Datin Tan Swee Bee

17,444,100

17,444,100

30,000

30,000

5,000

5,000

The Company
Direct interest

Ong Seng Pheow


Dato Paduka Prof. (Dr.) Ir. Hj. Keizrul Bin Abdullah
Indirect interest
Tan Sri Dato Tan Kay Hock

85,125,743*

619,000

1,400,000

84,344,743*

Puan Sri Datin Tan Swee Bee

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.

EMPLOYEE SHARE OPTIONS SCHEME


The Company implemented an Employee Share Options Scheme (ESOS) which 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 expiring on 26 October 2008.
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 salient features and other terms of the ESOS are disclosed in Note 26 to the nancial statements.

42

Annual Report 2011

DIRECTORS REPORT
contd

EMPLOYEE SHARE OPTIONS SCHEME contd


The Company has been granted exemption by the Companies Commission of Malaysia vide their letter dated 21 March 2011 from
having to disclose the list of option holders and their holdings pursuant to Section 169(11) of the Companies Act, 1965 except for
information of employees who were granted 20,000 options and above.
There was no employee granted 20,000 options and above.

OTHER STATUTORY INFORMATION


(a)

(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)

At the date of this report, there does not exist:

(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.

In the opinion of the directors:


(i)

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.

George Kent (Malaysia) Berhad (1945-X)

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.

TAN SRI DATO TAN KAY HOCK


Kuala Lumpur, Malaysia

44

Annual Report 2011

DR. CHEONG THIAM FOOK

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.

TAN SRI DATO TAN KAY HOCK

DR. CHEONG THIAM FOOK

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.

Subscribed and solemnly declared by


the abovenamed Kong Chee Khoon
at Kuala Lumpur in the Federal
Territory on 27 May 2011

KONG CHEE KHOON

Before me,
Mohan A.S. Maniam
No. W521
Pesuruhjaya Sumpah
(Commissioner for Oaths)
Malaysia

George Kent (Malaysia) Berhad (1945-X)

45

INDEPENDENT AUDITORS REPORT


75 Years of Excellence
to
Embrace the Future

to the Members of George Kent (Malaysia) Berhad


1936 ~ 2011

(Incorporated in Malaysia)

REPORT ON THE FINANCIAL STATEMENTS


We have audited the nancial statements of George Kent (Malaysia) Berhad, which comprise the statements of nancial position as at
31 January 2011 of the Group and of the Company, and statements of comprehensive income, statements of changes in equity and
statements of cash ows of the Group and of the Company for the year then ended, and a summary of signicant accounting policies
and other explanatory notes, as set out on pages 48 to 114.
Directors Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these nancial statements in accordance
with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing
and maintaining internal control relevant to the preparation and fair presentation of nancial statements that are free from material
misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates
that are reasonable in the circumstances.
Auditors Responsibility
Our responsibility is to express an opinion on these nancial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance whether the nancial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the nancial statements. The
procedures selected depend on our judgement, including the assessment of risks of material misstatement of the nancial statements,
whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the entitys preparation and
fair presentation of the nancial statements in order to design audit procedures that are appropriate in the circumstances, but not
for the purpose of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as
evaluating the overall presentation of the nancial statements.
We believe that the audit evidence we have obtained is sufcient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the nancial statements have been properly drawn up in accordance with Financial Reporting Standards and the
Companies Act, 1965 (Act) 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 cash ows for the year then ended.
Report on Other Legal and Regulatory Requirements
In accordance with the requirements of the Act in Malaysia, we also report the following:
(a)

In our opinion, the accounting and other records and the registers required by the Act to be kept by the 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

Annual Report 2011

INDEPENDENT AUDITORS REPORT


to the Members of George Kent (Malaysia) Berhad
(Incorporated in Malaysia)
contd

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.

ERNST & YOUNG


AF: 0039
Chartered Accountants

KUA CHOO KAI


No. 2030/03/12(J)
Chartered Accountant

Kuala Lumpur, Malaysia


27 May 2011

George Kent (Malaysia) Berhad (1945-X)

47

STATEMENTS OF COMPREHENSIVE INCOME


75 Years of Excellence
to
Embrace the Future

for the Year Ended 31 January 2011


1936 ~ 2011

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)

Dividend income from investment activities


Other income

6 (b)

Other items of expense


Administrative expenses
Distribution cost
Other operating expenses
Operating prot
Finance costs

Share of results of associates


Prot before tax

32,458

26,095

26,881

21,601

Income tax expense

11

(7,659)

(6,229)

(5,588)

(4,437)

24,799

19,866

21,293

17,164

Foreign exchange translation

(2,714)

(1,549)

Other comprehensive income for the year,


net of tax

(2,714)

(1,549)

Total comprehensive income for the year

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

Prot, net of tax


Other comprehensive income:

Prot attributable to:


Owners of the parent
Total comprehensive income attributable to:
Owners of the parent
Earnings per share from attributable to owners of
the parent (sen per share)
Basic/diluted

12

The accompanying accounting policies and explanatory notes form an integral part of the nancial statements
48

Annual Report 2011

STATEMENTS OF FINANCIAL POSITION


as at 31 January 2011

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

Land use rights

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

Investment in unquoted debentures of


associate

18

6,404

9,894

10,443

Deferred tax assets

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

Other current assets

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

George Kent (Malaysia) Berhad (1945-X)

49

STATEMENTS OF FINANCIAL POSITION


75 Years of Excellence
to
Embrace the Future

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

Deferred tax liabilities

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

Trade and other payables

29

32,183

25,253

15,372

50,444

32,019

Other current liabilities

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
*

Irredeemable Convertible Unsecured Loan Stocks

The accompanying accounting policies and explanatory notes form an integral part of the nancial statements
50

Annual Report 2011

STATEMENTS OF CHANGES IN EQUITY


for the Year Ended 31 January 2011

Attributable to owners of the parent


Non-distributable

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

George Kent (Malaysia) Berhad (1945-X)

51

STATEMENTS OF CHANGES IN EQUITY


75 Years of Excellence
to
Embrace the Future

for the Year Ended 31 January 2011


1936 ~ 2011

contd

Attributable to owners of the parent


Non-distributable

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

Annual Report 2011

STATEMENTS OF CHANGES IN EQUITY


for the Year Ended 31 January 2011
contd

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

Total comprehensive income

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

Total comprehensive income

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

Transactions with owners


Dividends on ordinary shares
Issue of ordinary shares pursuant to
ESOS
Total transactions with owners

Transactions with owners


Dividends on ordinary shares
Issue of ordinary shares pursuant to
ICULS
Total transactions with owners
At 31 January 2010

The accompanying accounting policies and explanatory notes form an integral part of the nancial statements
George Kent (Malaysia) Berhad (1945-X)

53

STATEMENTS OF CASH FLOWS


75 Years of Excellence
to
Embrace the Future

for the Year Ended 31 January 2011


1936 ~ 2011

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

Cash ows from operating activities


Prot before tax
Adjustments for:
Depreciation of property, plant and equipment
Gain on disposal of property, plant and equipment
Amortisation of intangible assets
Plant and equipment written off

Write-down of inventories

108

108

Inventories written off

82

82

(218)

(209)

(218)

(209)

(98)

- Trade receivables

76

76

- Bad debt written off

126

(308)

Reversal of impairment loss on on nancial assets


- Trade receivables
- Investment securities held for trading
Impairment loss on nancial assets

Net fair value gain on held for trading investment securities


Share of prot of associates

(1,719)

(1,214)

Gain on disposal of investment securities

(106)

(253)

Dividend income

(130)

(3)

(1,500)

(3,108)

Unrealised foreign exchange losses/(gain)

(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

Operating prot before working capital changes


(Increase)/decrease in inventories

(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)

Income tax paid

(7,716)

(5,011)

(5,617)

(2,291)

10,026

36,227

31,913

927

Increase in payables
Cash generated from operations

Net cash generated from operating activities

54

Annual Report 2011

STATEMENTS OF CASH FLOWS


for the Year Ended 31 January 2011
contd

Group

Company

2011

2010

2011

2010

RM000

RM000

RM000

RM000

Cash ows from operating activities


Proceeds from disposal of property, plant and equipment

458

458

Proceeds from disposal of investment securities

2,191

1,195

Purchase of investment securities

(3,142)

(3,794)

(98)

(98)

(7,989)

(1,003)

(7,830)

(796)

Interest received

2,647

4,008

185

1,011

Redemption of debenture by associate

2,470

130

1,500

3,108

(3,791)

867

(6,243)

3,781

Purchase of intangible assets


Purchase of property, plant and equipment

Dividend income received


Net (used in)/cash generated from investing activities
Cash ows from nancing activities
Repayment of term loans

(2,400)

(1,600)

(2,400)

(1,600)

Drawdown of other short term bank borrowings

343

8,136

343

8,136

Repayment of nance lease

(271)

(276)

(271)

(276)

66

66

Dividend paid

(6,757)

(5,786)

(6,757)

(5,786)

Net cash (used in)/generated from nancing activities

(9,019)

474

(9,019)

474

Net change in cash and cash equivalents

(2,784)

37,568

16,651

5,182

Proceeds from exercise of ESOS

Effects of exchange rate changes

(77)

(2,050)

372

25

Cash and cash equivalents at beginning of year

62,206

26,688

8,441

3,234

Cash and cash equivalents at end of year (Note 24)

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

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

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)

operation of water infrastructure;

(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)

mechanical and electrical turnkey water infrastructure project management; and

(f)

investment holding and management company.

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.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


2.1

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

Changes in accounting policies


The accounting policies adopted are consistent with those of the previous nancial year except as follows:
On 1 February 2010, the Group and the Company adopted the following applicable new and amended FRS and IC
Interpretations mandatory for annual nancial periods beginning on or after 1 February 2010.
FRS 7 Financial Instruments: Disclosures
FRS 8 Operating Segments
FRS 101 Presentation of Financial Statements (Revised)
FRS 123 Borrowing Costs
FRS 139 Financial Instruments: Recognition and Measurement
Amendments to FRS 1 First-time Adoption of Financial Reporting Standards and FRS 127 Consolidated and Separate
Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

56

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.2

Changes in accounting policies contd


Amendments to FRS 2 Share-based Payment Vesting Conditions and Cancellations
Amendments to FRS 132 Financial Instruments: Presentation
Amendments to FRS 139 Financial Instruments: Recognition and Measurement, FRS 7 Financial Instruments:
Disclosures and IC Interpretation 9 Reassessment of Embedded Derivatives
Improvements to FRS issued in 2009
IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 10 Interim Financial Reporting and Impairment
IC Interpretation 11 FRS 2 Group and Treasury Share Transactions
IC Interpretation 13 Customer Loyalty Programmes
IC Interpretation 14 FRS119 The Limit on a Dened Benet Asset, Minimum Funding Requirements and their Interaction
Adoption of the above standards and interpretations did not have any effect on the nancial performance or position of the
Group and of the Company except for those discussed below:
FRS 7 Financial Instruments: Disclosures
Prior to 1 February 2010, information about nancial instruments was disclosed in accordance with the requirements of
FRS 132 Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information
about nancial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks
arising from nancial instruments, including specied minimum disclosures about credit risk, liquidity risk and market risk,
including sensitivity analysis to market risk.
The Group and the Company have applied FRS 7 prospectively in accordance with the transitional provisions. Hence, the
new disclosures have not been applied to the comparatives. The new disclosures are included throughout the Groups and
the Companys nancial statements for the year ended 31 January 2011.
FRS 8 Operating Segments
FRS 8, which replaces FRS 114 Segment Reporting, species how an entity should report information about its operating
segments, based on information about the components of the entity that is available to the chief operating decision maker
for the purpose of allocating resources to the segments and assessing their performance. The Standard also requires the
disclosure of information about the products and services provided by the segments, the geographical areas in which
the Group operates, and revenue from the Groups major customers. The Group concluded that the reportable operating
segments determined in accordance with FRS 8 are the same as the business segments previously identied under FRS
114. The Group has adopted FRS 8 retrospectively. These revised disclosures, including the related revised comparative
information, are shown in Note 37.
FRS 101 Presentation of Financial Statements (Revised)
The revised FRS 101 introduces changes in the presentation and disclosures of nancial statements. The revised Standard
separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions
with owners, with all non-owner changes in equity presented as a single line. The Standard also introduces the statement
of comprehensive income, with all items of income and expense recognised in prot or loss, together with all other items of
recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements.
The Group and the Company have elected to present this statement as one single statement.
In addition, a statement of nancial position is required at the beginning of the earliest comparative period following a
change in accounting policy, the correction of an error or the classication of items in the nancial statements.

George Kent (Malaysia) Berhad (1945-X)

57

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.2

Changes in accounting policies contd


FRS 101 Presentation of Financial Statements (Revised) contd
The revised FRS 101 also requires the Group and the Company to make new disclosures to enable users of the nancial
statements to evaluate the Companys objectives, policies and processes for managing capital (Note 36).
The revised FRS 101 was adopted retrospectively by the Group and the Company.
FRS 139 Financial Instruments: Recognition and Measurement
FRS 139 establishes principles for recognising and measuring nancial assets, nancial liabilities and some contracts
to buy and sell non-nancial items. The Group and the Company have adopted FRS 139 prospectively on 1 February
2010 in accordance with the transitional provisions. The adoption of this standard has no material impact on the nancial
statements as at 1 February 2010. Comparatives are not restated. The details of the changes in accounting policies and
the effects arising from the adoption of FRS 139 are discussed below:
-

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.

Impairment of trade receivables and other receivables


Prior to 1 February 2010, provision for doubtful debts was recognised when it was considered uncollectible. Upon
the adoption of FRS 139, an impairment loss is recognised when there is objective evidence that an impairment loss
has been incurred. The amount of the loss is measured as the difference between the receivables carrying amount
and the present value of the estimated future cash ows discounted at the receivables original effective interest rate.
As at 1 February 2010, the Group has remeasured the allowance for impairment losses in accordance with FRS 139
and the differences arising are immaterial.

Amendments to FRS 117 Leases


Prior to 1 February 2010, for all leases of land and buildings, if title is not expected to pass to the lessee by the end of the
lease term, the lessee normally does not receive substantially all of the risks and rewards incidental to ownership. Hence,
all leasehold land held for own use was classied by the Group as operating lease and where necessary, the minimum
lease payments or the up-front payments made were allocated between the land and the buildings elements in proportion
to the relative fair values for leasehold interests in the land element and building element of the lease at the inception of
the lease. The up-front payment represented prepaid lease payments and were amortised on a straight-line basis over the
lease term.
The amendments to FRS 117 Leases clarify that leases of land and buildings are classied as operating or nance lease
in the same way as leases of other assets. They also clarify that the present value of the residual value of the property in a
lease with a term of several decades would be negligible and accounting for the land element as a nance lease in such
circumstances would be consistent with the economic position of the lessee. Hence, the adoption of the amendments
to FRS 117 has resulted in certain unexpired land leases to be reclassied as nance leases. The Group has applied this
change in accounting policy retrospectively and certain comparatives have been restated. The following are effects to the
consolidated statement of nancial positions at 31 January 2011 arising from the above change in accounting policy.
58

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.2

Changes in accounting policies contd


Amendments to FRS 117 Leases contd
Group
2011
RM000
Increase/(decrease) in:
Property, plant and equipment

93

Land use rights

(93)

The following comparatives have been restated:


As
previously
stated

Adjustments

As restated

RM000

RM000

RM000

49,665

93

49,758

93

(93)

49,503

100

49,603

100

(100)

Consolidated statement of nancial position


31 January 2010
Property, plant and equipment
Land use rights
1 February 2009
Property, plant and equipment
Land use rights
2.3

Standards and interpretations issued but not yet effective


The Group has not adopted the following standards and interpretations that have been issued but not yet effective:

Description

Effective
for nancial
periods
beginning
on or after

FRS 1 First-time Adoption of Financial Reporting Standards

1 July 2010

FRS 3 Business Combinations (revised)

1 July 2010

Amendments to FRS 2 Share-based Payment

1 July 2010

Amendments to FRS 5 Non-current Assets Held for Sale and Discontinued Operations

1 July 2010

Amendments to FRS 127 Consolidated and Separate Financial Statements

1 July 2010

Amendments to FRS 138 Intangible Assets

1 July 2010

George Kent (Malaysia) Berhad (1945-X)

59

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.3

Standards and interpretations issued but not yet effective contd

Description

Effective
for nancial
periods
beginning on
or after

Amendments to IC Interpretation 9 Reassessment of Embedded Derivatives

1 July 2010

IC Interpretation 12 Service Concession Arrangements

1 July 2010

IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation

1 July 2010

IC Interpretation 17 Distributions of Non-cash Assets to Owners

1 July 2010

Amendments to FRS 132 Classication of Rights Issues

1 March 2010

Amendments to FRS 1 Limited Exemption from Comparative FRS 7 Disclosures for First-time
Adopters

1 Jan 2011

Amendments to FRS 7 Improving Disclosures about Financial Instruments

1 Jan 2011

Amendments to FRS 2 Share based Payment Group Cash settled Share based Payment
Transactions

1 Jan 2011

IC Interpretation 4 Determining Whether An Arrangement contains a Lease

1 Jan 2011

IC Interpretation 18 Transfers of Assets from Customers

1 Jan 2011

FRS 124: Related Party Transactions (Revised)

1 Jan 2012

IC Interpretation 15 Agreements for the Construction of Real Estate

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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.4

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

Transactions with non-controlling interests


Non-controlling interests represent the portion of prot or loss and net assets in subsidiaries not held by the Group and are
presented separately in prot or loss of the Group and within equity in the consolidated statements of nancial position,
separately from parent shareholders equity. Transactions with non-controlling interests are accounted for using the entity
concept method, whereby, transactions with non-controlling interests are accounted for as transactions with owners. On
acquisition of non-controlling interests, the difference between the consideration and book value of the share of the net
assets acquired is recognised directly in equity. Gain or loss on disposal to non-controlling interests is recognised directly
in equity.

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

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.7

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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.9

Property, plant and equipment and depreciation


All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment
is recognised as an asset if, and only if, it is probable that future economic benets associated with the item will ow to the
Group and the cost of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment except for certain freehold land and buildings are stated at cost
less accumulated depreciation and any accumulated impairment losses. Certain freehold land and buildings of the Group
and of the Company were revalued in 1996 based on independent professional valuations using open market values on
an existing use basis.
Freehold land has an unlimited useful life and therefore is not depreciated. Depreciation of other property, plant and
equipment is provided for on a straight-line basis to write off the cost of each asset to its residual value over the estimated
useful life, at the following annual rates:
Building on freehold land

2%

Long term leasehold building

2%

Plant and machinery, furniture, equipment and vehicles

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

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.11 Impairment of non-nancial assets contd
An assets recoverable amount is the higher of an assets fair value less costs to sell and its value in use. For the purpose
of assessing impairment, assets are grouped at the lowest levels for which there are separately identiable cash ows
(cash-generating units (CGU)).
In assessing value in use, the estimated future cash ows expected to be generated by the asset are discounted to their
present value using a pre-tax discount rate that reects current market assessments of the time value of money and the
risks specic to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written
down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated rst
to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying
amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in prot or loss except for assets that are previously revalued where the revaluation was
taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up
to the amount of any previous revaluation.
An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment
losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has
been a change in the estimates used to determine the assets recoverable amount since the last impairment loss was
recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase
cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been
recognised previously. Such reversal is recognised in prot or loss unless the asset is measured at the revalued amount, in
which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent
period.
2.12 Cash and cash equivalents
Cash and cash equivalents comprise cash at bank and on hand, and short-term, highly liquid investments that are readily
convertible to known amount of cash and which are subject to an insignicant risk of changes in value. These also include
bank overdrafts that form an integral part of the Companys cash management.
2.13 Inventories
Inventories are stated at lower of cost and net realisable value.
Cost is determined using the rst in, rst out method. The cost of raw materials comprises costs of purchase. The costs
of nished goods and work-in-progress comprise costs of raw materials, direct labour, other direct costs and appropriate
proportions of manufacturing overheads based on normal operating capacity.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion
and the estimated costs necessary to make the sale.
2.14 Financial assets
Financial assets are recognised in the statements of nancial position when, and only when, the Group and the Company
become a party to the contractual provisions of the nancial instrument.
When nancial assets are recognised initially, they are measured at fair value, plus, in the case of nancial assets not at fair
value through prot or loss, directly attributable transaction costs.

64

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.14 Financial assets contd
(a)

Financial assets at fair value through prot or loss


Financial assets are classied as nancial assets at fair value through prot or loss if they are held for trading or are
designated as such upon initial recognition. Financial assets held for trading are derivatives (including separated
embedded derivatives) or nancial assets acquired principally for the purpose of selling in the near term.
Subsequent to initial recognition, nancial assets at fair value through prot or loss are measured at fair value.
Any gains or losses arising from changes in fair value are recognised in prot or loss. Net gains or net losses
on nancial assets at fair value through prot or loss do not include exchange differences, interest and dividend
income. Exchange differences, interest and dividend income on nancial assets at fair value through prot or loss
are recognised separately in prot or loss as part of other losses or other income.
Financial assets at fair value through prot or loss could be presented as current or non-current. Financial assets that
is held primarily for trading purposes are presented as current whereas nancial assets that is not held primarily for
trading purposes are presented as current or non-current based on the settlement date.

(b)

Loans and receivables


Financial assets with xed or determinable payments that are not quoted in an active market are classied as loans
and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest
method. Gains and losses are recognised in prot or loss when the loans and receivables are derecognised or
impaired, and through the amortisation process.
Loans and receivables are classied as current assets, except for those having maturity dates later than 12 months
after the reporting date which are classied as non-current.

(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)

Available-for-sale nancial assets


Available-for-sale nancial assets are nancial assets that are designated as available for sale or are not classied in
any of the three preceding categories.

George Kent (Malaysia) Berhad (1945-X)

65

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.14 Financial assets contd
(d)

Available-for-sale nancial assets contd


After initial recognition, available-for-sale nancial assets are measured at fair value. Any gains or losses from changes
in fair value of the nancial assets are recognised in other comprehensive income, except that impairment losses,
foreign exchange gains and losses on monetary instruments and interest calculated using the effective interest
method are recognised in prot or loss. The cumulative gain or loss previously recognised in other comprehensive
income is reclassied from equity to prot or loss as a reclassication adjustment when the nancial asset is
derecognised. Interest income calculated using the effective interest method is recognised in prot or loss. Dividends
on an available-for-sale equity instrument are recognised in prot or loss when the Companys right to receive
payment is established.
Investments in equity instruments whose fair value cannot be reliably measured are measured at cost less impairment
loss.
Available-for-sale nancial assets are classied as non-current assets unless they are expected to be realised within
12 months after the reporting date.
The Company has not designated any nancial assets as available-for sale.

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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.15 Impairment of nancial assets contd
(a)

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)

Available-for-sale nancial assets


Signicant or prolonged decline in fair value below cost, signicant nancial difculties of the issuer or obligor, and
the disapperance of an active trading market are considerations to determine whether there is objective evidence
that investment securities classied as available-for-sale nancial assets are impaired.
If an available-for-sale nancial asset is impaired, an amount comprising the difference between its cost (net of any
principal payment and amortisation) and its current fair value, less any impairment loss previously recognised in prot
or loss, is transferred from equity to prot or loss.
Impairment losses on available-for-sale equity investments are not reversed in prot or loss in the subsequent
periods. Increase in fair value, if any, subsequent to impairment loss is recognised in other comprehensive income.
For available-for-sale debt investments, impairment losses are subsequently reversed in prot or loss if an increase in
the fair value of the investment can be objectively related to an event occuring after the recognition of the impairment
loss in prot or loss.

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)

Financial liabilities at fair value through prot or loss


Financial liabilities at fair value through prot or loss include nancial liabilities held for trading and nancial liabilities
designated upon initial recognition as at fair value through prot or loss.

George Kent (Malaysia) Berhad (1945-X)

67

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.17 Financial liabilities contd
(a)

Financial liabilities at fair value through prot or loss contd


Financial liabilities held for trading include derivatives entered into by the Group and the Company that do not meet
the hedge accounting criteria. Derivative liabilities are initially measured at fair value and subsequently stated at
fair value, with any resultant gains or losses recognised in prot or loss. Net gains or losses on derivatives include
exchange differences.
The Company has not designated any nancial liabilities as at fair value through prot or loss.

(b)

Other nancial liabilities


The Groups and the Companys other nancial liabilities include trade payables, other payables and loans and
borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and
subsequently measured at amortised cost using the effective interest method.
For other nancial liabilities, gains and losses are recognised in prot or loss when the liabilities are derecognised,
and through the amortisation process.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently
measured at amortised cost using the effective interest method. Borrowings are classied as current liabilities unless
the group has an unconditional right to defer settlement of the liability for at least 12 months after the reporting
date.

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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.19 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition,
construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the
asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs
are capitalised until the assets are substantially completed for their intended use or sale.
All other borrowing costs are recognised in prot or loss in the period they are incurred. Borrowing costs consist of interest
and other costs that the Group and the Company incurred in connection with the borrowing of funds.
2.20 Income taxes
(a)

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

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.20 Income taxes contd
(b)

Deferred tax contd


Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset
is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted
at the reporting date.
Deferred tax relating to items recognised outside prot or loss is recognised outside prot or loss. Deferred tax items
are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity
and deferred tax arising from a business combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax
assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation
authority.

2.21 Employee benets


(a)

Dened contribution plans


The Group participates in the national pension schemes as dened by the laws of the countries in which it has
operations. The companies in the Group make contributions to the Employee Provident Fund in Malaysia, a dened
contribution pension scheme. Contributions to dened contribution pension schemes are recognised as an expense
in the period in which the related service is performed.
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the
associated services are rendered by employees of the Group. Short term accumulating compensated absences
such as paid annual leave are recognised when services are rendered by employees that increase their entitlement
to future compensated absences, and short term non-accumulating compensated absences such as sick leave are
recognised when the absences occur.

(b)

Equity compensation benets


The Employee Share Options Scheme (ESOS), an equity-settled, share-based compensation plan, allows the
Groups employees to acquire ordinary shares of the Company.
The total fair value of share options granted to employees is recognised as an employee cost with a corresponding
increase in the share option reserve within equity over the vesting period and taking into account the probability
that the options will vest. The fair value of share options is measured at grant date, taking into account, if any,
the market vesting conditions upon which the options were granted but excluding the impact of any non-market
vesting conditions. Non-market vesting conditions are included in assumptions about the number of options that are
expected to become exercisable on vesting date.
At each balance sheet date, the Group revises its estimates of the number of options that are expected to become
exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in the prot or loss,
and a corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised in
the share option reserve until the option is exercised, upon which it will be transferred to share premium, or until the
option expires, upon which it will be transferred directly to retained earnings.
The proceeds received net of any directly attributable transaction costs are credited to equity when the options are
exercised.

70

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.22 Foreign currency
(a)

Functional and presentation currency


The individual nancial statements of each entity in the Group are measured using the currency of the primary
economic environment in which the entity operates (the functional currency). The consolidated nancial statements
are presented in Ringgit Malaysia (RM), which is also the Companys functional currency.

(b)

Foreign currency transactions


Transactions in foreign currencies are measured in the respective functional currencies of the Company and its
subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating
those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign curriencies are translated
at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are
measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Nonmonetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at
the date when the fair value was determined.
Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting
date are recognised in prot or loss except for exchange differences arising on monetary items that form part of
the Groups net investment in foreign operations, which are recognised initially in other comprehensive income
and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is
reclassied from equity to prot or loss of the Group on disposal of the foreign operation.
Exchange differences arising on the translation of non-monetary items carried at fair value are included in prot or
loss for the period except for the differences arising on the translation of non-monetary items in respect of which
gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are
also recognised directly in equity.
The assets and liabilities of foreign operations are translated into RM at the rate of exchange ruling at the reporting
date and income and expenses are translated at exchange rates at the dates of the transactions. The exchange
differences arising on the translation are taken directly to other comprehensive income. On disposal of a foreign
operation, the cumulative amount recognised in other other comprehensive income and accumulated in equity
under foreign currency translation reserve relating to that particular foreign operation is recognised in the prot or
loss.

(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

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

2.

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES contd


2.23 Revenue contd
(ii)

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.

2.24 Segment reporting


For management purposes, the Group is organised into operating segments based on their products and services which
are independently managed by the respective segment managers responsible for the performance of the respective
segments under their charge. The segment managers report directly to the management of the Company who regularly
review the segment results in order to allocate resources to the segments and to assess the segment performance.
Additional disclosures on each of these segments are shown in Note 37, including the factors used to identify the reportable
segments and the measurement basis of segment information.

3.

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES


The preparation of the Groups nancial statements requires management to make judgements, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities, and the disclosure of contingent liabilities at
the reporting date. However, uncertainty about these assumptions and estimates could result in outcomes that could require
a material adjustment to the carrying amount of the asset or liability affected in the future. However, there are no signicant
judgements involved in the preparation of these nancial statements.
3.1

Key sources of estimation uncertainty


The key assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, that
have a signicant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next
nancial year are discussed below.
(i)

Useful lives of plant and equipment


The cost of property, plant and equipment for the Group is depreciated on a straight-line basis over the assets
estimated economic useful lives. Management estimates the useful lives of these property, plant and equipment to
be within 4 to 60 years. These are common life expectancies applied in the industries in which the Group operate.
Changes in the expected level of usage and technological developments could impact the economic useful lives and
the residual values of these assets, therefore future depreciation charges could be revised. However, management
believes that no reasonable probable change in the above key assumptions would cause a material impact to the
future depreciation charges. The carrying amount of the Groups property, plant and equipment at the reporting date
is disclosed in Note 14. A 10% difference in the expected useful lives of these assets from managements estimates
would result in approximately 1% (2010: 1%) variance in the Groups prot for the year.

72

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

3.

SIGNIFICANT ACCOUNTING JUDGEMENTS AND ESTIMATES contd


3.1

Key sources of estimation uncertainty contd


(ii)

Deferred tax assets


Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that
it is probable that taxable prot will be available against which the losses and capital allowances can be utilised.
Signicant management judgement is required to determine the amount of deferred tax assets that can be recognised,
based upon the likely timing and level of future taxable prots together with future tax planning strategies.
Assumptions about generation of future taxable prots depend on managements estimates of future cash
ows. These depends on estimates of future production and sales volume, operating costs, capital expenditure,
dividends and other capital management transactions. Judgement is also required about application of income tax
legislation. These judgements and assumptions are subject to risks and uncertainty, hence there is a possibility that
changes in circumstances will alter expectations, which may impact the amount of deferred tax assets recognised
in the statements of nancial position and the amount of unrecognised tax losses and unrecognised temporary
differences.
The total carrying value of deferred tax assets of the Group at reporting date and the unrecognised tax losses and
capital allowances of the Group are disclosed in Note 31. These deferred tax assets and unrecognised tax losses
and capital allowances relate to subsidiaries of the Company. If the taxable prots of the said subsidiaries differ by
10% due to the change in estimates of the Groups future results from operating activites, the Groups deferred tax
assets and unabsorbed capital allowances will vary by RM20,000 and RM80,000.

(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.

George Kent (Malaysia) Berhad (1945-X)

73

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

4.

REVENUE
Group

Sale of goods and services


Infrastructure contracts
Dividend income from subsidiaries and associates

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

Cost of inventories sold and services rendered

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

- deposits with licensed banks

1,560

2,725

185

1,011

Debenture interest income

1,087

1,283

2,647

4,008

185

1,011

INTEREST INCOME AND OTHER INCOME


Group

Company

(a) Interest income


Interest income from

(b) Other income


Net gain on disposal of of property, plant and
equipment
Gain on disposal of investment securities

74

69

69

106

253

Net fair value gains on held for trading investment


securities

308

Miscellaneous

217

91

186

20

631

413

186

89

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

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

Interest expense on:


- Bank borrowings
- Hire purchase and nance lease liabilities

8.

PROFIT BEFORE TAX


The following amounts have been included in arriving at prot before tax:
Group

Employee benets expense (Note 9)


Non-executive directors remuneration (Note 10)

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

Inventories written off

82

82

(218)

(209)

(218)

(209)

(98)

- Trade receivables (Note 20)

76

- Bad debt written off

126

(130)

(3)

- subsidiaries

(1,500)

(3,004)

- associate

(104)

Depreciation of property, plant and equipment (Note 14)

Reversal of impairment loss on nancial assets:


- Trade receivables (Note 20)
- Investment securities held for trading
Impairment loss on nancial assets:

Dividend income from:


- investment securities held for trading

George Kent (Malaysia) Berhad (1945-X)

75

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

8.

PROFIT BEFORE TAX contd


Group

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

Legal and other professional fees

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

Loss/(gain) on foreign exchange:

9.

EMPLOYEE BENEFITS EXPENSE


Group

Wages and salaries


Social security contributions
EPF contributions
Other benets
Total

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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

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

Directors of the Company


Executive directors
Salaries and other emoluments
Estimated money value of benets-in-kind

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

Estimated money value of benets-in-kind

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:

George Kent (Malaysia) Berhad (1945-X)

77

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

11.

INCOME TAX EXPENSE


Group

Company

2011

2010

2011

2010

RM000

RM000

RM000

RM000

- Malaysian income tax

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

Statement of comprehensive income:


Current income tax

- Under/(over) provision in respect of prior years

Deferred income tax continuing operations (Note 31):


- Origination and reversal of temporary differences
- Over provision in respect of prior years

Income tax expense recognised in prot or loss

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

Prot before tax


Taxation at Malaysian statutory tax rate of 25%
(2009: 25%)
Different tax rates in other countries

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

Income not subject to tax

(358)

(238)

(327)

(789)

Benets from utilisation of reinvestment allowance

(815)

(815)

Expenses not deductible for tax purposes

301

182

32

- current taxation

(204)

(206)

- deferred taxation

(323)

7,659

6,229

5,588

4,437

(Over)/underprovision in prior years

Tax expense for the year


78

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

12.

EARNINGS PER SHARE


Basic earnings per share amounts are calculated by dividing the prot for the year, net of tax, attributable to owners of the parent
by the number of ordinary outstanding during the nancial year.
Diluted earnings per share amounts are calculated by dividing prot for the year from continuing operations, net of tax, attributable
to owners of the parent by the weighted average number of ordinary shares that would be issued on the conversion of all the
dilutive potential ordinary shares into ordinary shares.
(a)

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:

Prot net of tax attributable to owners of the parent

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:

Prot net of tax attributable to owners of the parent

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

George Kent (Malaysia) Berhad (1945-X)

79

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

12.

EARNINGS PER SHARE contd

Diluted earnings per share (sen)


*

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

Final dividend for 2010: 2.0 sen less 25% taxation, on


225,218,626 ordinary shares (1.5 sen per ordinary
share)

3,378

Final dividend for 2009: 1.5 sen less 25% taxation, on


220,422,583 ordinary shares (1.125 sen per ordinary
share)

2,480

Interim dividend for 2011: 2 sen less 25% taxation, on


225,274,626 ordinary shares (1.5 sen per ordinary
share)

3,379

3,379

Interim dividend for 2010: 2 sen less 25% taxation, on


220,422,583 ordinary shares (1.5 sen per ordinary
share)

3,306

3,306

3,379

3,306

6,757

5,786

Final dividend for 2011: 3.0 sen less 25% taxation, on


225,299,626 ordinary shares (2.25 sen per ordinary
share)

5,069

Final dividend for 2010: 2.0 sen less 25% taxation, on


225,218,626 ordinary shares (1.5 sen per ordinary
share)

3,378

5,069

3,378

8,448

6,684

6,757

5,786

Recognised during the year:

Proposed for approval at AGM (not recognised as at


31 January):

80

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

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.

PROPERTY, PLANT AND EQUIPMENT

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

George Kent (Malaysia) Berhad (1945-X)

81

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

14.

PROPERTY, PLANT AND EQUIPMENT 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

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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

14.

PROPERTY, PLANT AND EQUIPMENT contd

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

Net carrying amount


192

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

George Kent (Malaysia) Berhad (1945-X)

83

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

14.

PROPERTY, PLANT AND EQUIPMENT contd

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

Net carrying amount


At 31 January 2010
At cost
At valuation 1996

Revaluation of freehold land and buildings


Certain freehold land and buildings of the Group and the Company have not been revalued since they were rst revalued in 1996.
The directors have not adopted a policy of regular revaluations of such assets and no later valuation has been recorded. As
permitted under the transitional provisions of IAS 16 (Revised): Property, Plant and Equipment, these assets continue to be stated
at their 1996 valuation less accumulated depreciation.
The freehold land and buildings of the Group and of the Company were revalued by the directors based on valuation carried out in
1996 by Edmund H C Ng, a partner at KGV Lambert Smith Hampton and also a member of the Institution of Surveyors, Malaysia.
Valuations were made on the basis of open market values on existing use bases.
84

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

14.

PROPERTY, PLANT AND EQUIPMENT contd


Revaluation of freehold land and buildings contd
If the freehold land and buildings were measured using the cost model, the carrying amounts would be as follows:
Group

Company

2011

2010

2011

2010

RM000

RM000

RM000

RM000

9,398

9,398

9,398

9,398

Freehold land at 31 January


- Cost and net carrying amount
Assets held under nance leases
During the nancial year, the Group and the Company acquired a property, plant and equipment at aggregate costs of
RM7,989,000 (2010: RM1,819,000) and RM7,830,000 (2010: RM1,612,000) respectively of which motor vehicles of RM816,000
was acquired by means of nance lease for the Group and the Company in previous year.
Net carrying amount of motor vehicles of the Group and of the Company held under nance lease arrangements is RM1,298,000
(2010: RM1,503,000). Leased assets are pledged as security for the related nance lease liabilities (Note 28).
Depreciation charge is recognised in the nancial statements as follows:
Group

Company

2011

2010

2011

2010

RM000

RM000

RM000

RM000

- income statement (Note 8)

1,559

1,201

1,335

972

- construction cost (Note 22)

42

25

42

25

Asset pledged as security


The Groups landed properties with a carrying amount of RM43,896,000 (2010: RM44,504,000) are mortgaged to secure the
Group and the Companys bank loans (Note 28).

15.

LAND USE RIGHTS


Group
2011

2010

RM000

RM000

As previously stated

123

135

Effects of adopting the amendments to FRS 117

(123)

(135)

Cost
At 1 February

At 31 January (restated)

George Kent (Malaysia) Berhad (1945-X)

85

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

15.

LAND USE RIGHTS contd


Group
2011

2010

RM000

RM000

As previously stated

30

35

Effects of adopting the amendments to FRS 117

(30)

(35)

At 31 January (restated)

Net carrying amount

Amount to be amortised (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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

16.

INTANGIBLE ASSETS contd


Computer software and development costs
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 each reporting date.
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.
Amortisation expense
The amortisation of computer software and development costs are included in the Other operating expenses line item in the
statement of comprehensive income.

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.

INVESTMENT IN ASSOCIATES AND INVESTMENT IN UNQUOTED DEBENTURES OF ASSOCIATE


Group

Company

2011

2010

2011

2010

RM000

RM000

RM000

RM000

174

174

174

174

Unquoted shares at cost:


- in Malaysia
- outside Malaysia
Share of post-acquisition reserves

Unquoted debentures, outside Malaysia

2,396

2,396

15,499

15,164

18,069

17,734

174

174

6,404

9,894

24,473

27,628

174

174

George Kent (Malaysia) Berhad (1945-X)

87

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

18.

INVESTMENT IN ASSOCIATES AND INVESTMENT IN UNQUOTED DEBENTURES OF ASSOCIATE contd


In accordance with an agreement signed by a subsidiary (Asialink Pacic Limited) and the other shareholders of PNG Water
Limited dated 14 June 1999, that subsidiary had subscribed for K7,670,000 (Papua New Guinea Kina equivalent to RM9,012,000)
Class B debentures in PNG Water Limited.
The above debentures are unsecured and bear interest at 13% per annum. PNG Water Limited may repay to the holders of the
Class B debentures in proportion to the debentures held by them no earlier than ten years from the last date on which any
Class B debentures were issued. However, repayment to Class B debenture holders is subordinated in favour of Class A
debenture holders and other creditors (including contingent obligations) of PNG Water Limited.
The Groups equity interest in the associates, their respective principal activities and countries of incorporation are set out in
Note 39.
Unquoted debentures, outside Malaysia
Group
2011

2010

RM000

RM000

As at 1 February

9,894

9,251

Redemption during the year*

(2,470)

- Realised exchange loss due to redemption

(322)

- Revaluation exchange (loss)/gain

(698)

643

6,404

9,894

Recognised in prot and loss

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

Assets and liabilities:


Total assets
Total liabilities
Results
Revenue
Prot for the year

88

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

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.

TRADE AND OTHER RECEIVABLES


Group

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

Less: Allowance for impairment

36,518
(1,126)

29,453
(1,344)

37,388
(1,104)

35,484
(1,322)

Trade receivables, net

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

Total trade and other receivables (current)

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

George Kent (Malaysia) Berhad (1945-X)

89

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

20.

TRADE AND OTHER RECEIVABLES contd


Group

Company

2011

2010

2011

2010

RM000

RM000

RM000

RM000

Trade and other receivables (current and non-current)

38,428

30,059

61,722

64,927

Add: Cash and bank balances (Note 24)

61,714

63,341

27,833

9,576

6,404

9,894

106,546

103,294

89,555

74,503

Unquoted debentures of associate (Note 18)


Total loan and receivables
(a)

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)

Amounts due from related parties


Amounts due from related parties are from 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 from related parties are unsecured, interest-free and repayable on demand.

(c)

Amounts due from subsidiaries and associates


The amounts due from subsidiaries and associates are unsecured, interest-free and repayable on demand.

(d)

Other receivables
Other receivables are unsecured, non-interest bearing and are generally on 30 to 90 days (2010: 30 to 90 days) terms.

Ageing analysis of trade receivables


The ageing analysis of the trade receivables is as follows:
Group
2011

2010

2011

2010

RM000

RM000

RM000

RM000

28,649

20,469

28,771

22,232

1 to 30 days past due not impaired

2,775

3,061

2,786

4,377

31 to 60 days past due not impaired

2,304

2,162

2,289

3,105

60 to 90 days past due not impaired

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

Neither past due nor impaired

More than 91 days past due not impaired

Impaired

90

Company

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

20.

TRADE AND OTHER RECEIVABLES contd


Receivables that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records. None of the
Groups trade receivables that are neither past due nor impaired have been renegotiated during the nancial year.
Receivables that are past due but not impaired
Trade receivables that are past due but not impaired are unsecured.
Included in trade receivables of the Group are long outstanding balances totalling RM7,891,000 (2010: RM8,984,000) due from
90 entities (2010: 108). In determining the extent of allowance for doubtful debts, the directors have given due consideration
to the current economic conditions and other information available to assess the likelihood of impairment. Although uncertainty
generally exists with regard to the recovery of debts under the current economic conditions, the directors are of the opinion that
the allowance made for doubtful debts is adequate. It is not possible, however, to anticipate any possible future deterioration in
credit condition of these debtors.
Receivables that are impaired
The trade receivables that are impaired at the reporting date and the movement of the allowance accounts used to record the
impairment are as follows:
Trade receivables that are individually impaired:
Group

Trade receivables nominal amounts


Less: Allowance for impairment

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

Movement in allowance accounts:


Group

At 1 February
Charge for the year (Note 8)
Reversal of impairment losses
At 31 January

Company

George Kent (Malaysia) Berhad (1945-X)

91

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

21.

OTHER CURRENT ASSETS


Group

Prepaid operating expenses


Amounts due from customers for contract (Note 22)

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

DUE (TO)/FROM CUSTOMERS ON CONTRACTS


Group and Company
2011

2010

RM000

RM000

Construction costs incurred to date

56,023

22,825

Attributable prots

23,013

7,821

79,036

30,646

(80,291)

(30,152)

(1,255)

494

Less: Progress billings

Presented as:
Gross amounts due from customers for contract work (Note 21)

2,571

1,529

Gross amounts due to customers for contract work (Note 30)

(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

Hire of plant and machinery

92

2011

2010

RM000

RM000

323

86

Depreciation of property, plant and equipment

42

25

Interest expense

85

671

Rental expense for building

12

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

23.

INVESTMENT SECURITIES
Group
2011

2010

RM000

RM000

Carrying
amount

Market
value

Carrying
amount

Market
value

- Equity instruments (quoted in Malaysia)

2,000

2,000

1,876

1,876

- Equity instruments (quoted outside Malaysia)

2,547

2,547

1,306

1,306

Total current investment securities

4,547

Current
Held for trading investments

24.

3,182

CASH AND CASH EQUIVALENTS


Group
2011
RM000

Company
2010
RM000

2011
RM000

2010
RM000

Cash on hand and at banks

26,041

41,660

738

4,743

Short term deposits with licensed banks

35,673

21,681

27,095

4,833

Cash and bank balances

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

Bank overdrafts (Note 28)

(2,369)

(1,135)

(2,369)

(1,135)

Cash and cash equivalents

59,345

62,206

25,464

8,441

Cash and short term deposits

George Kent (Malaysia) Berhad (1945-X)

93

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

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.

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

26.

EMPLOYEE BENEFITS contd


Employee Share Option Scheme (ESOS) contd
(v)

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.

Movement of share options during the nancial year


The following table illustrates the number (No.) and weighted average exercise prices (WAEP) of, and movements in, share
options during the nancial year:
Group
2011
No.
Outstanding at 1 February

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).

George Kent (Malaysia) Berhad (1945-X)

95

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

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

At 1 February 2010/31 January 2011

11,422

The nature and purpose of each category of reserve are as follows:


(a)

Asset revaluation reserve freehold land


The asset revaluation reserve represents increases in the fair value of freehold land and decreases to the extent that such
decreases relate to an increase on the same asset previously recognised in other comprehensive income.

(b)

Foreign currency translation reserve


The foreign currency translation reserve represents exchange differences arising from the translation of the nancial
statements of foreign operations whose functional currencies are different from that of the Groups presentation currency.

96

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

28.

LOANS AND BORROWINGS


Group

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

Finance lease liabilities

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

Total loans and borrowings (Note 29)

The remaining maturities of the borrowings as at 31 January 2011 are as follows:


Group
2011
RM000

Company
2010
RM000

On demand or within one year

16,674

15,142

16,674

15,142

More than 1 year and less than 2 years

11,218

13,684

11,218

13,684

More than 2 year and less than 5 years

352

412

352

412

100

100

28,244

29,338

28,244

29,338

More than 5 years

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.

George Kent (Malaysia) Berhad (1945-X)

97

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

28.

LOANS AND BORROWINGS contd


RM5.0 million bank loan
This loan is secured by a legal charge over a landed property of the Company (Note 14) and is repayable quarterly in 5 years due
on 30 April 2014. This loan bears an average interest of 3.97% (2010: 3.22%) per annum.
RM12.5 million bank loan
This loan is secured by a legal charge over a landed property of the Company (Note 14) and is repayable quarterly in 5 years due
on 28 February 2014. This loan bears an average interest of 3.97% (2010: 3.22%) per annum.
RM1.0 million Revolving Credits
This short term loan is secured by a legal charge over a landed property of the Company (Note 14) and is due on 9 February
2011. This loan bears an average interest of 3.65% (2010: 3.59%) per annum.
RM2.0 million Revolving Credits
This short term loan is secured by a legal charge over a landed property of the Company (Note 14) and is due on 9 February
2011. This loan bears an average interest of 3.65% (2010: 3.59%) per annum.
RM8.7 million Bankers Acceptance
These borrowings are utilised by the Company to nance sales and purchases and due in year 2011. The borrowings are
secured by a legal charge over a landed property of the Company (Note 14) and bear an average interest of 3.97% (2010:
3.22%) per annum.

98

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

29.

TRADE AND OTHER PAYABLES


Group

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

Total trade and other payables


(current and non current)

32,183

25,253

50,444

32,019

Add: loans and borrowings (Note 28)

28,244

29,338

28,244

29,338

Total nancial liabilities at amortised cost

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)

Amounts due to subsidiaries and associates


The amounts due to subsidiaries and associates are unsecured, interest-free and repayable on demand.

George Kent (Malaysia) Berhad (1945-X)

99

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

30.

OTHER CURRENT LIABILITIES


Group and Company

Gross amounts due to customers from contract work (Note 22)

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

Deferred tax assets

1,722

1,866

Deferred tax liabilities

(1,845)

(1,057)

(1,815)

(1,057)

(123)

809

(1,815)

(1,057)

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

31.

DEFERRED TAX contd


Deferred tax assets not recognised are in respect of the following items:
Group

Unused tax losses


Unabsorbed capital allowances

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

Approved but not contracted for property, plant


and equipment
(b)

Company

2011
RM000

2010
RM000

2011
RM000

2010
RM000

12,479

6,693

12,479

6,693

Finance lease commitments


The Group has nance leases for certain motor vehicles. These lease do not have terms of renewal, but have purchase
options at nominal values at the end of the lease term.

George Kent (Malaysia) Berhad (1945-X)

101

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

32.

COMMITMENTS contd
(b)

Finance lease commitments contd


Future minimum lease payments under nance leases together with the present value of the net minimum lease payments
are as follows:
Group

Company

2011
RM000

2010
RM000

2011
RM000

2010
RM000

Not later than 1 year

265

317

265

317

Later than 1 year and not later than 2 years

189

265

189

265

Later than 2 year and not later than 5 years

418

492

418

492

115

115

Total minimum future lease payments

872

1,189

872

1,189

Less: Future nance charges

(132)

(178)

(132)

(178)

Present value of nance lease liabilities (Note 28)

740

1,011

740

1,011

Not later than 1 year

226

271

226

271

Later than 1 year and not later than 2 years

162

228

162

228

Later than 2 year and not later than 5 years

352

412

352

412

100

100

740

1,011

740

1,011

Less: Amount due within

(226)

(271)

(226)

(271)

Amount due after 12 months

514

740

514

740

Minimum lease payments:

Later than 5 years

Present value payments:

Later than 5 years

102

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

33.

SIGNIFICANT RELATED PARTY TRANSACTIONS


Group
2011
RM000

Company
2010
RM000

2011
RM000

2010
RM000

Transactions with subsidiaries:


- Purchases

10,886

9,070

- Sales

8,161

7,286

- Management fee income

418

478

- Dividend income

1,500

3,004

21,493

18,928

21,493

18,928

1,087

1,283

104

- Purchase of air tickets

321

292

321

292

- Purchase of tiles

414

75

81

47

54

Transactions with associates:


- Sales
- Debenture interest income
- Dividend income
Transactions with corporations in which the directors
have interest in:

- Share registration charges and secretarial fees

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

Salaries and other related costs


Benets-in-kind

Company

2011
RM000

2010
RM000

2011
RM000

2010
RM000

842

897

842

897

15

28

15

28

857

925

857

925

George Kent (Malaysia) Berhad (1945-X)

103

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

34.

FAIR VALUE OF FINANCIAL INSTRUMENTS


The carrying amounts of all nancial assets and liabilities are a reasonable approximation of their fair values, except for the
following:
Financial instruments whose carrying amounts approximate fair value
Management has determined that the carrying amounts of cash and short-term deposits, receivables and payables, based on
their notional amounts, reasonably approximate their fair values because these are mostly short-term in nature or that they are
oating rate instruments that are re-priced to market interest rates on or near the reporting date.

35.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES


The Group and the Company are exposed to nancial risks arising from their operations and the use of nancial instruments.
The key nancial risks include credit risk, liquidity risk, interest rate risk and market price risk.
The Board of Directors reviews and agrees policies and procedures for the management of these risks. The audit committee
provides independent oversight to the effectiveness of the risk management process.
It is, and has been throughout the current and previous nancial year, and the Groups policy that no derivatives shall be
undertaken except for the use as hedging instruments where appropriate and cost-efcient. The Group and the Company do
not apply hedge accounting.
The following sections provide details regarding the Groups and Companys exposure to the above-mentioned nancial risks
and the objectives, policies and processes for the management of these risks.
(a)

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

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

35.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES contd


(a)

Credit risk contd


Credit risk concentration prole
The Group determines concentrations of credit risk by monitoring the geographical segment of its trade receivables on an
ongoing basis. The credit risk concentration prole of the Groups and the Companys trade receivables at the reporting
date are as follows:
Group
2011

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%

At the reporting date, approximately:


-

38% (2010: 33%) of the Groups trade receivables were due from 10 major customers who are multi industry
conglomerates located in Malaysia.

Financial assets that are neither past due nor impaired


Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 20. Deposits
with banks and other nancial institutions, investment securities and derivatives that are neither past due nor impaired
are placed with or entered into with reputable nancial institutions or companies with high credit ratings and no history of
default.
Financial assets that are either past due or impaired
Information regarding nancial assets that are either past due or impaired is diclosed in Note 20.
(b)

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.

George Kent (Malaysia) Berhad (1945-X)

105

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

35.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES contd


(b)

Liquidity risk contd


Analysis of nancial instruments by remaining contractual maturities
The table below summarises the maturity prole of the Groups and the Companys liabilities at the reporting date based
on contractual undiscounted repayment obligations.
2011
On demand
or within
one year

One to
ve years

Over ve
years

Total

RM000

RM000

RM000

RM000

Group
Financial liabilities:
Trade and other payables

32,183

32,183

Loans and borrowings

16,674

11,702

28,376

Total undiscounted nancial liabilities

48,857

11,702

60,559

Trade and other payables,

50,444

50,444

Loans and borrowings nancial liabilities

16,674

11,702

28,376

Total undiscounted nancial liabilities

67,118

11,702

78,820

Company
Financial liabilities:

(c)

Interest rate risk


Interest rate risk is the risk that the fair value or future cash ows of the Groups and the Companys nancial instruments
will uctuate because of changes in market interest rates.
The Group and the Company exposure to interest rate risk arise primarily from their loans and borrowings bearing interest
at oating rates and investment in xed rate unquoted debenture in an associate.
The interest rate risk arising from oating rate loans and borrowing are mitigated by the Group and the Companys cash
deposits, which are generating interest income at oating rate. The Group does not hedge its investment in xed rate
unquoted debenture in an associate as these investments are to be held to maturity. All of the Groups and the Companys
nancial assets and liabilities at oating rates are contractually re-priced quarterly or at maturity date (2010: quarterly or at
maturity date) whichever applicable.
The Groups policy is to manage interest cost using a mix of xed and oating rate debts. At the reporting date,
approximately 2.6% (2010: 3.4%) of the Groups borrowings are at xed rates of interest.

106

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

35.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES contd


(c)

Interest rate risk contd


Sensitivity analysis for interest rate risk
At the reporting date, if interest rates had been 10 basis points lower/higher, with all other variables held constant, the
groups prot net of tax would have been RM13,000 higher/lower, arising mainly as a result of lower/higher interest
expense on oating rate loans and borrowings.

(d)

Foreign currency risk


Foreign currency risk is the risk that the fair value or future cash ows of a nancial instrument will uctuate because of
changes in foreign exchange rates.
The Group has transactional currency exposures arising from sales or purchases that are denominated in a currency
other than the respective functional currencies of Group entities, primarily RM. The foreign currencies in which these
transactions are denominated are mainly United States Dollar, Sterling Pound, Australian Dollar, Japanese Yen, Papua
New Guinea Kina, Singapore Dollar, Euro Dollar and Swiss Franc.
Approximately 37% (2010: 37%) of the Groups sales are denominated in foreign currencies whilst almost 56% (2010:
45%) of costs are denominated in the foreign currencies. The Groups trade receivable and trade payable balances at the
reporting date have similar exposures.
The Group and Company also hold cash and cash equivalents denominated in foreign currencies for working capital
purposes. At the reporting date, such foreign currency balances (mainly in SGD) amount to RM41.8 million (2010: RM41.8
million) and RM8.3 million (2010: RM4.1 million) for the Group and the Company respectively.
The Group is also exposed to currency translation risk arising from its net investments in foreign operations, including
United Kingdom, Singapore and Papua New Guinea. The Groups investment in its Papua New Guinea subsidiary is not
hedged as currency position in Kina is considered to be long-term in nature.
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Groups prot net of tax to a reasonably possible change in the
USD, EURO, Sterling Pound, Kina, Yen, Australian and Singapore Dollar against the respective functional currencies of the
Group entities, with all other variables held constant.

USD/RM
EUR/RM
GBP/RM

Group
2011

Company
2011

RM000

RM000

Prot net
of tax

Prot net
of tax

- strengthened 3% (2010: 3%)

(87)

(87)

- weakened 3% (2010: 3%)

87

87

- strengthened 3% (2010: 3%)

(327)

(327)

- weakened 3% (2010: 3%)

327

327

- strengthened 3% (2010: 3%)

(15)

(15)

- weakened 3% (2010: 3%)

15

15

George Kent (Malaysia) Berhad (1945-X)

107

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

35.

FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES contd


(d)

Foreign currency risk contd


Sensitivity analysis for foreign currency risk contd

AUD/RM
SGD/RM
JPY/RM
KINA/RM

(e)

Group
2011

Company
2011

RM000

RM000

Prot net
of tax

Prot net
of tax

- strengthened 3% (2010: 3%)

45

45

- weakened 3% (2010: 3%)

(45)

(45)

- strengthened 3% (2010: 3%)

- weakened 3% (2010: 3%)

(3)

(3)

- strengthened 3% (2010: 3%)

92

92

- weakened 3% (2010: 3%)

(92)

(92)

- strengthened 3% (2010: 3%)

176

176

- weakened 3% (2010: 3%)

(176)

(176)

Market price risk


Market price risk is the risk that the fair value or future cash ows of the Groups nancial instruments will uctuate because
of changes in market price (other than interest or exchange rates).
The Group is exposed to equity price risk arising from its investment in quoted equity instruments. The quoted equity
instruments in Malaysia are listed on the Bursa Malaysia, whereas the quoted equity instruments outside Malaysia are
substantially listed in Hong Kong and Singapore Stock Exchange. These instruments are classied as held for trading or
available-for-sale nancial assets. The Group does not have exposure to commodity price risk.
The Groups objective is to manage investment returns and equity price risk using a mix of investment grade share with
steady dividend yield and non-investment grade shares with higher volatility. Any deviation from this policy is required to
be approved by the board of directors.
Sensitivity analysis for equity price risk
At the reporting date, if the market price of the equity investment had been 5% higher/lower, with all other variables held
constant, the Groups prot net of tax would have been RM 227,000 higher/lower, arising as a result of higher/lower fair
value gains on held for trading investments in equity instruments, and the Groups other reserve in equity would have been
no higher/lower, arising as a result of an increase/decrease in the fair value of equity instruments classied as held for
trading.

108

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

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

Loans and borrowings

Company

2011

2010

2011

2010

RM000

RM000

RM000

RM000

28,244

29,338

28,244

29,338

Trade and other payables

32,183

25,253

50,444

32,019

Less: Cash and bank balances

(61,714)

(63,341)

(27,833)

(9,576)

Sub-total

(1,287)

(8,750)

50,855

51,781

Net debt

50,855

51,781

Equity attributable to the owners of the parent,


representing total capital

163,510

148,116

102,741

88,140

Capital and net debt

163,510

148,116

153,596

139,921

33%

37%

Gearing ratio

George Kent (Malaysia) Berhad (1945-X)

109

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

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

Depreciation and amortisation

1,664

1,664

Share of results of associates

1,719

1,719

Other non-cash expenses/(income)


Segment prot

(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

Depreciation and amortisation

1,284

1,284

Share of results of associates

1,214

Other non-cash expenses

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

Annual Report 2011

1,214

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

37.

SEGMENT INFORMATION contd


Per
consolidated
nancial
statements

Investment

Water
infrastructure/
engineering

Adjustments
and
elimination

RM000

RM000

RM000

Investment in associates

17,734

Additions to non-current assets

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:

Net fair value gain on held for trading investment activities


Inventories written down
Impairment of nancial assets

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

Share of results of associates

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

Additions to non-current assets consist of:

Property, plant and equipment


Intangible assets

George Kent (Malaysia) Berhad (1945-X)

111

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

37.

SEGMENT INFORMATION contd


Notes Nature of adjustments and eliminations to arrive at amounts reported in the consolidated nancial statements
contd
D

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

Investment in unquoted debentures of associate

6,404

9,894

Deferred tax assets

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:

Deferred tax liabilities


Income tax payable
Loan and borrowings

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.

Property, plant and equipment


Intangible assets

112

Annual Report 2011

2011
RM000

2010
RM000

56,064
496

49,758
461

56,560

50,219

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

37.

SEGMENT INFORMATION contd


Information about major customers
Revenue from ten major customers amount to RM119,779,000 (2010: RM84,262,000) arising from water infrastructure/
engineering segment.

38.

AUTHORISATION OF FINANCIAL STATEMENTS FOR ISSUE


The nancial statements for the year ended 31 January 2011 were authorised for issue in accordance with a resolution of the
directors on 27 May 2011.

39.

SUBSIDIARIES AND ASSOCIATES


Details of the subsidiaries are as follows:

Name of subsidiaries

Brass Alloys Sdn. Bhd.


George Kent (Sabah) Sdn. Bhd.

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

GK Equities Sdn. Bhd.

Malaysia

Investment
holding and
trading

100

100

Alfa Management Ltd.*

Hong Kong

Investment
holding and
trading

100

100

Asialink Pacic Ltd.*

British Virgin
Islands

Investment
holding and
marketing

100

100

George Kent (China) Company Limited*

Hong Kong

Investment
holding

100

100

GK-Hardie Sdn. Bhd.

Malaysia

Inactive

100

100

Teknologi Air Patcandy Sdn. Bhd.

Malaysia

Inactive

100

100

George Kent (PNG) Ltd. *

George Kent (Malaysia) Berhad (1945-X)

113

NOTES TO THE FINANCIAL STATEMENTS


75 Years of Excellence
to
Embrace the Future

31 January 2011
1936 ~ 2011

contd

39.

SUBSIDIARIES AND ASSOCIATES contd

Name of associates

Country of
incorporation

Principal
activities

Proportion of
ownership interest
2011

2010

PNG Water Limited*

Papua New
Guinea

Water
concession

19

19

Meteraya Sdn. Bhd.

Malaysia

Marketing of
water meters
and brass
products

48

48

Pakar Sains Sdn. Bhd.

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

Other operating expenses

(14,850)

(14,850)

Administrative expenses

(5,607)

(5,607)

Consolidated statement of comprehensive income


Interest income
Administrative and other expenses

114

Annual Report 2011

NOTES TO THE FINANCIAL STATEMENTS


31 January 2011
contd

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)

Total retained prots/(accumulated losses) of the Company and its subsidiaries


- realised
- unrealised

Total share of prots from associate


- realised
- unrealised

Less: Consolidation adjustments


Retained prots/(accumulated losses) as per nancial statements

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.

George Kent (Malaysia) Berhad (1945-X)

115

SHAREHOLDERS INFORMATION
75 Years of Excellence
to
Embrace the Future

1936 ~ 2011

SHARE CAPITAL AS AT 18 MAY 2011


Authorised Share Capital
Issued and Fully Paid up Capital
Total No. of Shares Issued
Class of Securities
Voting Rights

:
:
:
:
:

RM200,000,000.00
RM112,651,313.00
225,302,626
Ordinary Shares of 50 sen each
One (1) vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDINGS AS AT 18 MAY 2011


No. of Holders

211

Size of Holdings

No. of Shares

5.34%

Less than 100 shares

7,430

0.00%

1,102

27.88%

100 to 1,000 shares

940,482

0.42%

2,049

51.83%

1,001 to 10,000 shares

8,722,487

3.87%

516

13.05%

10,001 to 100,000 shares

15,452,404

6.86%

71

1.80%

100,001 to less than 5% of issued shares

123,051,892

54.62%

0.10%

5% and above of issued shares

77,127,931

34.23%

Total

225,302,626

100.00%

3,953

100.00%

LIST OF THIRTY LARGEST REGISTERED SHAREHOLDERS AS AT 18 MAY 2011


(as shown in the Record of Depositors)
No.

116

Name of Shareholders

No. of Shares Held

Star Wealth Investment Limited

31,600,000

14.03

HSBC Nominees (Asing) Sdn Bhd


- Exempt AN for RBS Coutts Bank Ltd (HK Branch)

16,205,831

7.19

Cesuco Trading Limited

16,000,000

7.10

HSBC Nominees (Asing) Sdn Bhd


- For Tan Swee Bee

13,322,100

5.91

Hectomic Limited

11,200,000

4.97

Kin Fai International Limited

10,675,000

4.74

Norris Pie Limited

9,623,257

4.27

OSK Nominees (Tempatan) Sdn Bhd


- Pledged securities account for Johan Equities Sdn Bhd

8,061,400

3.58

HSBC Nominess (Asing) Sdn Bhd


- Exempt AN for Credit Suisse (SG BR-TST-Asing)

7,707,200

3.42

10

HSBC Nominees (Asing) Sdn Bhd


- For Suncrown Holdings Limited

7,309,000

3.24

11

Asian Rim Limited

7,057,148

3.13

12

Kwok Heng Holdings Limited

7,000,000

3.11

13

HDM Nominees (Asing) Sdn Bhd


- Pledged securities account for Promoto Company Limited

6,269,000

2.78

Annual Report 2011

SHAREHOLDERS INFORMATION
contd

No.

Name of Shareholders

No. of Shares Held

14

EB Nominees (Tempatan) Sdn Bhd


- Pledged securities account for Tan Kay Hock

5,898,000

2.62

15

Deutsche Bank (Malaysia) Berhad

5,554,817

2.47

16

Cherubim Investment (HK) Limited

5,000,000

2.22

17

HLG Nominee (Tempatan) Sdn Bhd


- Pledged securities account for Tan Kay Hock

3,180,000

1.41

18

HLG Nominee (Asing) Sdn Bhd


- Pledged securities account for Tan Swee Bee

3,167,000

1.41

19

PM Nominees (Tempatan) Sdn Bhd


- PCB Asset Management Sdn Bhd for MUI Continental Insurance Berhad

3,000,000

1.33

20

HDM Nominees (Asing) Sdn Bhd


- Pledged securities account for Aimup Consultants Ltd

2,578,051

1.14

21

EB Nominees (Tempatan) Sdn Bhd


- Pledged securities account for Tan Kay Hock

1,675,000

0.74

22

Mayban Securities Nominees (Asing) Sdn Bhd


- Pledged securities account for Jaginder Singh Pasricha

1,400,000

0.62

23

Leong Tok Wan @ Lim Cho Wan

1,386,000

0.62

24

Johan Equities Sdn Bhd

1,374,200

0.61

25

Kenanga Nominees (Tempatan) Sdn Bhd


- Pledged securities account for Tiong Young Kong

857,000

0.38

26

Mayban Nominees (Tempatan) Sdn Bhd


- Libra Invest Berhad for Kumpulan Wang Persaraan (Diperbadankan)

763,900

0.34

27

Citigroup Nominees (Tempatan) Sdn Bhd


- Pledged securities account for Tan Swee Bee

655,000

0.29

28

Ling Hee Leong

541,600

0.24

29

RHB Capital Nominees (Tempatan) Sdn Bhd


- Pledged securities account for Lim Chee Seong

400,000

0.18

30

Malaysian Assurance Alliance Berhad


- As Benecial Owner (Dana Mas Maju)

367,800

0.16

189,828,304

84.25

George Kent (Malaysia) Berhad (1945-X)

117

SHAREHOLDERS INFORMATION
75 Years of Excellence
to
Embrace the Future

contd

1936 ~ 2011

SUBSTANTIAL SHAREHOLDERS (EXCLUDING BARE TRUSTEES) AS AT 18 MAY 2011


(as per Register of Substantial Shareholders)
No. of Shares Ordinary Shares of RM0.50 each
Direct
Interest

Star Wealth Investment Limited

31,600,000

14.03

Cesuco Trading Limited

16,000,000

7.10

Puan Sri Datin Tan Swee Bee

17,444,100

7.74

77,653,643(1)

34.47

Tan Sri Dato Tan Kay Hock

10,753,000

4.77

84,344,743(1)

37.44

(2)

10.68

Name of Substantial Shareholder

Deemed
Interest
-

%
-

Tan Sri Dato Khoo Kay Peng

24,058,400

Malayan United Industries Berhad

19,058,400(3)

8.46

(4)

7.13

MUI Properties Berhad

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

Annual Report 2011

STATEMENT ON DIRECTORS INTERESTS


In The Company And Related Corporation As At 18 May 2011

DIRECTORS INTEREST IN SHARES AS AT 18 MAY 2011


(as shown in the Register of Directors Holdings)
In George Kent (Malaysia) Berhad
Direct
Interest

Deemed
Interest

Tan Sri Dato Tan Kay Hock

10,753,000

4.77

84,344,743 *

37.44

Puan Sri Datin Tan Swee Bee

Name of Director

17,444,100

7.74

77,653,643*

34.47

Ir. Dr. Cheong Thiam Fook

Dato Ir. Haji Zaidan Bin Haji Othman

Ong Seng Pheow


Dato Paduka Dr. Ir. Hj. Keizrul Bin Abdullah
*

No. of Ordinary Shares of RM0.50 each

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.

George Kent (Malaysia) Berhad (1945-X)

119

LIST OF PROPERTIES HELD


75 Years of Excellence
to
Embrace the Future

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

Lot 1115, 15th Mile


Jalan Dengkil
47100 Puchong
Selangor Darul Ehsan

Factory,
stores and
ofces

67,870

Freehold

43,896

14

20/12/1996

1996

Section 515, Lot 6


Waigani Drive Hohola NCD,
Papua New Guinea

Doublestorey
residential
unit

230

Leasehold
99 year
Expiring on
28.05.2095

170

13

1997

Annual Report 2011

NOTICE OF ANNUAL GENERAL MEETING

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.

To re-appoint Auditors and to authorise the Directors to x their remuneration.

(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.

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT


NOTICE IS HEREBY GIVEN THAT subject to the approval by the shareholders at the Sixtieth Annual General Meeting, the nal
dividend of RM0.03 per 50 sen ordinary share less tax at 25% for year ended 31 January 2011, will be payable on 11 August 2011 to
shareholders whose names appear in the Register of Members and Record of Depositors on 22 July 2011.
A Depositor shall qualify for entitlement to the dividend only in respect of:(a)

Shares transferred into the Depositors securities account before 4:00 p.m. on 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

NOTICE OF ANNUAL GENERAL MEETING


75 Years of Excellence
to
Embrace the Future

contd

1936 ~ 2011

By order of the Board,

Teh Yong Fah


Company Secretary (MACS00400)
KUALA LUMPUR
Dated: 15 June 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.

Explanatory Notes on Special Business


1.

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

Annual Report 2011

STATEMENT ACCOMPANYING
THE NOTICE OF ANNUAL GENERAL MEETING

DIRECTORS STANDING FOR RE-ELECTION


Pursuant to Paragraph 8.27(2) of the Bursa Malaysia Securities Berhad Listing Requirements, Directors who are standing for reelection at the Sixtieth Annual General Meeting of the Company are as follows:Tan Sri Dato Tan Kay Hock
Ir. Dr. Cheong Thiam Fook

Article 83 of the Articles of Association


Article 83 of the Articles of Association

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.

FOR SHAREHOLDERS INFORMATION


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, 7 July 2011 at 11:00 a.m.
Details of the Sixtieth Annual General Meeting are set out in the Notice of Annual General Meeting which accompanies the Annual
Report 2011 together with a Form of Proxy. They are also available on Bursa Malaysias website, www.bursamalaysia.com
The Company has requested Bursa Malaysia Depository in accordance with Article 57(1) of the Companys Articles of Association and
Section 34(1) of the Securities Industry (Central Depositories) Act 1991 to issue a Record of Depository (ROD) as at 10 June 2011 for
the purpose of determining the members to whom the Notice of Sixtieth Annual General Meeting shall be given by the Company. Only
a depositor whose name appears on the ROD as at 10 June 2011 shall be given the notice of the said meeting.
The General Meeting ROD as at 4 July 2011 will determine a member who shall be entitled to attend the Sixtieth Annual General
Meeting or to appoint proxy(s) to attend and/or vote on his/her behalf.
Final dividend of RM0.03 per 50 ordinary share less tax of 25% in respect of nancial year ended 31 January 2011 if approved by
the shareholders under Resolution 1 at the Sixtieth Annual General Meeting of the Company will be paid on 11 August 2011 to
shareholders as per ROD on 22 July 2011.

123

Annual Report 2011

George Kent (Malaysia) Berhad (1945-X)

123

75 Years of Excellence
to
Embrace the Future

1936 ~ 2011

This page has been intentionally left blank.

FORM OF PROXY

No. of Shares Held

(Before completing the form, please refer to notes on the next page)

CDS Account No.

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 (%)

and/or (delete as appropriate)

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

1. To approve the payment of a nal dividend


2. Re-election of Tan Sri Dato Tan Kay Hock as a Director
3. Re-election of Ir. Dr. Cheong Thiam Fook as a Director
4. To approve payment of Directors fees
5. Re-appointment of Auditors and to authorise the Directors to x their remuneration
6. Authority to Directors to allot shares
(Please indicate with a cross (X) in the appropriate box against each Resolution how you wish your proxy/proxies to vote. If this proxy form is returned
without any indication as to how the proxy/proxies shall vote, the proxy/proxies will vote or abstain as he/their think t.)

Dated this

day of

Signature/Common Seal
*Strike out whichever is not desired.

, 2011.

Then Fold Here

AFFIX
POSTAGE
STAMP

The Company Secretary


GEORGE KENT (MALAYSIA) BERHAD
George Kent Technology Centre
Lot 1115, Batu 15, Jalan Dengkil
47100 Puchong
Selangor Darul Ehsan
MALAYSIA

1st Fold Here

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

Você também pode gostar