Académique Documents
Professionnel Documents
Culture Documents
(1018579-U)
www.karex.com.my
Karex_AR14_Cover.indd 1
MAKING
OUR
MARK
ANNUAL REPORT 2014
10/24/14 5:56 PM
WHATS
RATIONALE
Karex Berhad is making its mark across the globe
with high quality and innovative products. From
humble beginnings as a family business, Karex has
grown from strength to strength and today is the
largest condom manufacturer in the world. We
produce 4 billion pieces of condoms per year and
supply our condoms to regions across Asia, Africa,
America and Europe. Our products are made to
stringent standards and continue to meet the
changing needs of consumers today.
Karex_AR2014.indb 2
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008
Chairmans
Statement
014
CEOs
Statement
INSIDE
044 Audit Committee Report
050 Statement on Risk Management and
Internal Control
052 Financial Statements
109 List of Properties
110 Analysis of Shareholdings
112 Thirty Largest Shareholders
113 Notice of Annual General Meeting
Form of Proxy
www.
KAREX.
com.my
026
Profile of
Board of
Directors
052
Financial
Statements
Karex_AR2014.indb 1
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002
KAREX Berhad
CORPORATE
BOARD OF DIRECTORS
AUDIT COMMITTEE
Karex_AR2014.indb 2
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003
INFORMATION
REMUNERATION COMMITTEE
MANAGEMENT OFFICE
Karex_AR2014.indb 3
SHARE REGISTRAR
Symphony Share Registrars Sdn. Bhd.
(378993-D)
Level 6, Symphony House
Pusat Dagangan Dana 1
Jalan PJU 1A/46
47301 Petaling Jaya
Selangor Darul Ehsan, Malaysia
Tel : +603-7841 8000
Fax : +603-7841 8151/8152
AUDITORS
Messrs. KPMG [AF 0758]
Chartered Accountants
Level 14, Menara Ansar,
65, Jalan Trus,
80000 Johor Bahru
Johor, Malaysia
Tel : +607-224 2870
Fax : +607-224 8055
BANKERS
Bangkok Bank Public Company Limited
Hong Leong Bank Berhad
HSBC Bank Malaysia Berhad
RHB Bank Berhad
STOCK EXCHANGE LISTING
Main Market of Bursa Malaysia Securities Berhad
Stock Name : KAREX
Stock Code : 5247
10/24/14 5:54 PM
004
KAREX Berhad
FINANCIAL HIGHLIGHTS
Financial year ended 30 June
2012
Financial Performance (RM000)
(i) Revenue
(ii) Profit before tax
(iii) Profit attributable to Owners of the Company
(a)
2013
(a)
2014
188,751
14,530
12,016
231,389
36,144
29,028
285,332
54,428
45,168
163,947
79,094
117,457
223,406
108,397
146,678
289,864
223,332
203,549
91,569
57,375
79,094
99,010
57,375
108,397
51,664
101,250
223,332
3.49
0.23
8.43
0.31
11.77
0.55
(b)
(a)
344,250
344,250
7%
15%
1.28
0.46
0.35
(c)
(c)
344,250
344,250
(c)
(c)
383,696
405,000
13%
27%
1.48
0.47
0.09
16%
20%
3.94
0.10
N/A
(d)
(e)
The figures as stated above for the financial years ended 30 June 2012 to 2013 are consistent with the proforma consolidated financial
information as disclosed in our Prospectus dated 11 October 2013. The proforma consolidation financial information have been prepared
based on the assumption that the acquisition of subsidiaries have been in existence since the financial year 2012 and before the
completion of Initial Public Offerings and Bonus Issue (as detailed in note 24 of the audited financial statements). The accounting
principles and bases applied are consistent with those adopted by Karex Group for the financial year ended 30 June 2014.
(b) The figures for financial year 2014 as stated above are based on a complete years basis, whereas the audited financial statements
reflect the financial results from the effective date of acquisition i.e., 23 September 2013 (refer page 063, Statement of Profit or Loss).
(c) Restated to reflect the retrospective adjustments arising from the bonus issue completed in the financial year ended 30 June 2014 in
accordance with MFRS 133, Earnings per Share
(d)
After the completion of Acquisitions of subsidiaries, Initial Public Offerings and Bonus Issue (as detailed in note 24 of the audited financial
statements).
(e) No disclosure of gearing ratio net of cash (times) as the Group is in a net positive cash flow position as at 30 June 2014.
Karex_AR2014.indb 4
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005
Revenue (RM000)
300,000
285,332
60,000
54,428
231,389
200,000
40,000
188,751
100,000
20,000
2012
2013
2014
50,000
45,168
36,144
14,530
2012
2013
2014
15.00
11.77
40,000
10.00
29,028
30,000
20,000
5.00
12,016
8.43
3.49
10,000
0
2012
2013
2014
2012
2013
0.60
300,000
2014
0.55
223,332
0.40
200,000
0.23
108,397
100,000
Karex_AR2014.indb 5
0.20
79,094
2012
0.31
2013
2014
2012
2013
2014
10/24/14 5:54 PM
Karex_AR2014.indb 6
10/24/14 5:54 PM
DRIVING
INNOVATION
We design and develop our primary manufacturing
machines in-house, and this allows us to constantly
customise and produce new products in accordance
with the changing needs of consumers. This in turn
gives us a competitive edge in the market.
Karex_AR2014.indb 7
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008
KAREX Berhad
Karex_AR2014.indb 8
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009
CHAIRMANS
STATEMENT
Dear va
lued sha
reholde
Karex B
rs,
e
r
h
a
d
(
Karex
Main Ma
r
k
e
t
o
f Bursa M) was listed on
Berhad
th
public o on 6 November alaysia Securiti e
ordinaryffering involved 2013. The initia es
l
40,500,0 shares which c 67,500,000
sale of 2 00 new shares omprises of
demand 7,000,000 exist and an offer for
over sub for the initial puing shares. Tota
listing ex scribed by 14.2 blic offering wa l
million a ercise raised c times and the s
lo
t RM1.85
per sharse to RM75
e.
RM75
Million
Karex_AR2014.indb 9
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010
KAREX Berhad
Chairmans Statement
FINANCIAL PERFORMANCE
Karex recorded a stellar financial performance for the
financial year ended (FYE) 2014, registering a strong
double digit growth for both top and bottom lines.
Our company reported a revenue of RM285.3 million,
representing a 23.3% growth from the last financial year.
The increase in revenue was largely attributed to the higher
condoms sales achieved as a result of new capacity
expansion.
Karex bottom line margin improved remarkably with profit
after tax growing by 55.9% to RM45.2 million from RM29.0
million in the preceding year. This was due to the increase
Cash and
cash equivalents of
RM85.6
Million
Karex_AR2014.indb 10
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011
CORPORATE DEVELOPMENTS
DIVIDEND
PROSPECTS
APPRECIATION
Our historical 2014 would not have been possible without the
tireless and concerted effort of all our staff in the Group. I
would also like to extend my heartfelt appreciation to our
customers, business associates, government bodies, analysts
and members of the media for their steadfast support. A
special mention must be accorded to my fellow Board
members for their wisdom and insightfulness throughout the
year. I would like to take this opportunity to thank GP for
making this deal a success and at the same time welcome
them on board. Finally to all our shareholders, thank you for
placing your trust and faith in Karex.
Gearing ratio
0.10
times
Revenue growth
23.3%
Karex_AR2014.indb 11
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PO
PRO
Karex_AR2014.indb 12
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OWERING
ODUCTIVITY
Karex_AR2014.indb 13
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014
KAREX Berhad
Karex_AR2014.indb 14
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015
CEOs
STATEMENT
126%
Share price
increased
ers,
d
l
o
h
e
r
a
Dear Sh
umption
s
n
o
c
m
o
of
nd
Global co trong on the back is
s
it
remained lation growth and With
.
u
rapid pop continue growing ess
to
ren
expected tened public awa nning
the heigh ms aids family pla lly
a
o
that cond tects against Sexu e will
, ther
s
n
and pro
o
i
t
c
e
f
ms.
ted In
Transmit demand for condo
be huge
Karex_AR2014.indb 15
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016
KAREX Berhad
CEOs Statement
Operational Review
By 2018, global condom consumption is projected to be
38.2 billion pieces registering a compounded annual growth
rate of 9%. The condom market is largely driven by
emerging economies such as Asia, Middle East and Africa.
The robust economic activity, young demographics and
limited condoms users in these regions provides ample
opportunities for growth. In addition, the two most
populated countries in the world such as China and India
are growing rapidly on the back of a steady economy.
Latex price movement is on a downward trend this year,
hovering around RM5.05/kg for FYE 2014. This represents a
15.6% decline as compared to an average of RM5.98/kg in
FYE 2013. We foresee that latex prices will reduce further
due to the rubber stockpile issue in Thailand, the main
producer of rubber in the world.
3.0
6.2.13
5.2.13
4.2.13
3.2.13
2.2.13
1.2.13
12.2.12
11.2.12
10.2.12
9.2.12
7.2.12
800
8.2.12
2.5
Sen
RM
3.5
700
600
500
Karex_AR2014.indb 16
Jun-14
May-14
Apr-14
Mar-14
Feb-14
Jan-14
Dec-13
Nov-13
Oct-13
Sep-13
Aug-13
Jul-13
Jun-13
400
6.1.14
5.1.14
4.1.14
3.1.14
2.1.14
1.1.14
12.1.13
11.1.13
10.1.13
9.1.13
3.0
600
8.1.13
Sen
7.1.13
Jun-13
May-13
Apr-13
Mar-13
Feb-13
Jan-13
Dec-12
Nov-12
Oct-12
Sep-12
Aug-12
Jul-12
Jun-12
500
10/24/14 5:54 PM
017
FINANCIAL REVIEW
Karex posted a strong FYE 2014 performance, with revenue growing from RM231.4 million to RM285.3 million, increasing
by 23.3% year-on-year, while the Group recorded a profit from operations of RM55.2 million in the current year,
representing a 43.4% increase from RM38.5 million in the last financial year. The Group recorded an outstanding 3 years
CAGR of 23% on its revenue, 80% on its profit from operations and 94% on its profit after tax.
CAGR=23%
300
CAGR=80%
60
200
40
30
100
20
10
2012
2013
2014
2012
2013
CAGR=94%
50
-10
2014
2012
2013
2014
Condoms remain as the dominant revenue contributor over the last 3 years, contributing towards more than 90% of
revenue. For FYE 2014, condoms contributed 93% of revenue while contribution from catheters decline to 3%, revenue
from probe cover and lubricating jelly stood at 4% as compared to the preceding year. Sales of probe cover remained
stable, while sales of lubricating jelly has been on an upward trend as it serves as a complementary product to condoms.
5%
91%
2012
Catheters
Probe Covers & Lubricating Jelly
Condoms
Karex_AR2014.indb 17
5%
4%
90%
3%
5%
2013
Catheters
Probe Covers & Lubricating Jelly
Condoms
93%
4%
2014
Catheters
Probe Covers & Lubricating Jelly
Condoms
10/24/14 5:54 PM
018
KAREX Berhad
CEOs Statement
In terms of geographical breakdown, Asia region continue to be the revenue driver contributing around 30% of the Groups total
revenue in the last 3 years. Revenue from Europe, America, Africa and Asia regions were 9%, 23%, 33% and 35% respectively for
FYE 2014. The America region registered the highest growth rate among all the regions, growing by 52.8% from the previous
financial year as a result of the new product launch in conjunction with the 2014 FIFA World Cup.
22%
2012
9%
14%
18%
16%
23%
2013
2014
35%
29%
31%
37%
33%
33%
Europe RM29.4m
Asia RM55m
Africa RM62.4m
America RM41.9m
Karex_AR2014.indb 18
Europe RM32.8m
Asia RM85.2m
Africa RM71.2m
America RM42.2m
Europe RM25.4m
Asia RM101.1m
Africa RM94.3m
America RM64.5m
10/24/14 5:54 PM
019
MOVING FORWARD
Our capacity expansion plan, will continue throughout 2015
and 2016. By then, we expect our manufacturing capacity
to reach 6 billion pieces per annum.
To facilitate the expansion plan, we have acquired a piece
of 18 acres land in Pontian, Johor to build a new factory to
cater for the expansion plan. This new factory will embrace
environmental and sustainability measures far beyond those
required by state or national laws.
When the new Pontian factory is completed, it will be our
largest factory in the Group with a manufacturing capacity
of 4 billion pieces per annum. Machines from the old
Pontian factory will be moved to the new Pontian factory in
stages to avoid disruption in our operations. The remaining
2 billion manufacturing capacity will be from Port Klang,
Selangor and Hat Yai, Thailand factory respectively.
Karex_AR2014.indb 19
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020
KAREX Berhad
CEOs Statement
Karex_AR2014.indb 20
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021
APPRECIATION
On behalf of the Board of directors, management and
employees at Karex, I would like to extend my gratitude
towards our valued customers and business associates for
their continuous support throughout these years. To our
bankers, financiers, advisors, institutional and retail investors,
we thank you for your confidence in Karex. We will commit
ourselves to create sustainable shareholder value and solid
financial performance. My heartfelt appreciation also goes to
our Board of Directors for their guidance, advice and insight
in steering the company forward.
Karex_AR2014.indb 21
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Karex_AR2014.indb 22
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DELIVERING
QUANTITY
Our products are designed for pleasure and total reliability.
Our condoms, catheters and other medical products are
manufactured and tested to the highest standards of quality
to ensure maximum protection, safety and customer
satisfaction.
Karex_AR2014.indb 23
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024
KAREX Berhad
BOARD OF
DIRECTORS
Karex_AR2014.indb 24
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025
Dato Dr. Ong Eng Long @ Ong Siew Chuan, Lam Jiuan Jiuan, Goh
Siang, Law Ngee Song, Goh Leng Kian, Tan Sri Dato Seri Utama
Arshad bin Ayub, Wong Yien Kim, Goh Yen Yen
Karex_AR2014.indb 25
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026
KAREX Berhad
Presently, Tan Sri Dato Seri Utama Arshad sits on the Board
of Directors of the various public listed companies namely
Malayan Flour Mills Berhad, Tomypak Holdings Berhad, KULIM
(M) Berhad, Top Glove Corporation Berhad and Bistari Johor
Berhad. He is also a member of the Board of PFM Capital
Sdn Bhd, Ladang MOCCIS Sdn Bhd, Zalaraz Sdn Bhd
(a family company) and Nakagawa Rubber Industries Sdn Bhd.
He has attended all the Board Meetings held during the
financial year ended 30 June 2014. He does not have any
family relationship with any Director and/or Major Shareholder
of the Company and has no conflict of interest with the
Company. He has not been convicted of any offences within
the past 10 years other than traffic offences, if any.
The details of his interest in the securities of the Company is
set out in the Analysis of Shareholdings on page 111 of this
Annual Report.
Karex_AR2014.indb 26
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027
Goh Siang
Malaysian, aged 64
Senior Executive Director
Goh Siang was appointed to the Board on 30 November
2012 as our Senior Executive Director. He has over 35
years of experience in the rubber and latex industry.
Goh Siang has gained substantial amount of experience
since 1976 via his engagement with the General Rubber
Goods Division in Dunlop Ltd, Manchester, UK, for two (2)
years. After his stint in the UK, Goh Siang joined Ban Seng
Hong Sdn Bhd as a General Manager in 1978, where he
was in charge of overseeing the production of Standard
Malaysian Rubber and marketing function of the company.
Since 1990, Goh Siang has been with our Group. He is
involved in the planning, organising and charting our
Groups direction in the manufacturing, sales and marketing
of condoms and other medical disposable products
worldwide; the marketing and logistic of international
business transactions; and the planning and organising of
latex condom and catheter manufacturing plants.
Goh Siang graduated with a Bachelor of Science Degree
with Honours in Chemical Engineering and a Master of
Science in Polymer Technology from the Loughborough
University of Technology, UK in 1975.
He has attended all the Board Meetings held during the
financial year ended 30 June 2014. Goh Leng Kian, Goh
Yen Yen and Lam Jiuan Jiuan are his siblings. He has not
been convicted of any offences within the past 10 years
other than traffic offences, if any.
The details of his interest in the securities of the Company
is set out in the Analysis of Shareholdings on page 111 of
this Annual Report.
Karex_AR2014.indb 27
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028
KAREX Berhad
Karex_AR2014.indb 28
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Karex_AR2014.indb 29
029
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030
KAREX Berhad
Karex_AR2014.indb 30
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031
Karex_AR2014.indb 31
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032
KAREX Berhad
Karex_AR2014.indb 32
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033
Karex_AR2014.indb 33
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034
KAREX Berhad
CEOs
PROFILE
Goh Miah Kiat
Malaysian, aged 36
Chief Executive Officer
Goh Miah Kiat was appointed as our Chief Executive Officer
on 29 July 2013. He became an integral part of our Group
since 1999 and for over 10 years, he has been overseeing
the marketing and logistics, international business dealings,
brand development and coordination activities. He is a
member of the Risk Management Committee.
Goh Miah Kiat has been acting as a representative of
Malaysia in TC 157 (the technical committee for the
standardisation of non-systemic contraceptives and STI
barrier prophylactics) since year 2000.
Throughout his career, Goh Miah Kiat has actively contributed
to the development and promotion of condoms in Malaysia.
He played a part in the development of the following:
1. Global Condom Standard, ISO 4074;
2. MS ISO 16037:2010 in association with SIRIM,
Malaysia; and
3. ISCR/TC 8 - Non-Systematic Contraceptives and STI
Barrier Prophylactics that contributed the development
of the Malaysian Condom Standard
Goh Miah Kiat graduated with a Bachelors Degree in
Economics and Management from the University of Sydney
in 1999. He is currently a member of the Board of Trustee,
member of the Marketing Committee and member of the
Scholarship Committee in the Malaysian Rubber Export
Promotional Council.
He is the nephew of Goh Siang, Goh Yen Yen, Goh Leng
Kian and Lam Jiuan Jiuan, the Board members of the
Company.
The details of his interest in the securities of the Company
is set out on page 112 of this Annual Report.
Karex_AR2014.indb 34
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Karex_AR2014.indb 35
035
10/24/14 5:55 PM
036
KAREX Berhad
STATEMENT ON
CORPORATE GOVERNANCE
The Board of Directors (the Board) of Karex Berhad (Karex
or The Company) has adopted the principles and the best
practices prescribed in the Malaysian Code on Corporate
Governance 2012 (the Code) in managing and directing the
board matters and business of the Group for the financial
year. It believes that good corporate governance would result
in sustainable long term growth, safeguard the interest of all
stakeholders, and enhance shareholders value and the
Companys financial performance.
In drafting this Statement, the Board has conducted a review
to benchmark its current practices and proceedings against
the principles and recommendations in the Code. The result
of this review is used as the basis for the Board in describing
the application of the Principles and the extent of compliance
with the Best Practices advocated in the Code.
BOARD OF DIRECTORS
It is the overall governance responsibilities of the Board to
lead and control the Group. The Board plans the strategic
direction, development and control of the Group and has
embraced the responsibilities listed in the Code, which
facilitate effective discharge of the Boards stewardship and
fiduciary responsibilities. The Executive Directors and Chief
Executive Officer (CEO) are responsible for making and
implementing operational and corporate decisions while the
Non-Executive Directors balance the board accountability by
providing their independent views, advice and judgment in
safeguarding the interests of the shareholders.
Karex_AR2014.indb 36
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037
Karex_AR2014.indb 37
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038
KAREX Berhad
Statement on
Corporate Governance
Re-election of Directors
The Companys Articles of Association stipulates that all
Board members who are appointed by the Board shall retire
and be subject to election by shareholders at the immediate
Annual General Meeting.
The Companys Articles of Association also provides that at
least one-third (1/3) of the Directors shall retire by rotation at
each Annual General Meeting and that all Directors shall retire
once in every three (3) years. A retiring Director shall be
eligible for re-election.
Directors who are above seventy (70) years of age are
required to offer themselves for re-appointment annually in
accordance with Section 129(6) of the Companies Act, 1965.
SUPPLY OF INFORMATION
The agenda for Board meetings and the relevant reports and
information for the Boards consideration are forwarded to all
members prior to the Board meetings. Management is invited
to provide further information and clarification on issues
raised by the Board Members during their deliberations and
decision makings in the meetings.
Karex_AR2014.indb 38
BOARD INDEPENDENCE
Independence is important for ensuring objectivity and
fairness in boards decision making. All Independent Directors
of the Board comply with the criteria of independent directors
as prescribed in MMLR.
The roles and responsibilities of the Chairman and Executive
Directors are separated and the Chairman of the Board is an
Independent Director.
In accordance with the best practices in corporate governance,
the Board has identified Dato Dr. Ong Eng Long @ Ong Siew
Chuan, a member of the Audit Committee as the Senior
Independent Non-Executive Director of the Board to whom
concerns of shareholders and other stakeholder may be
conveyed.
Going forward, in order to uphold independence of
Independent Directors, the Board has adopted the following
policies:i.
10/24/14 5:55 PM
039
BOARD COMMITMENT
The underlying factors of Directors commitment to the Group
are devotion of time and continuous improvement of
knowledge and skill sets.
The Board meets at least every quarter and on other
occasions, as and when necessary, to inter-alia approve
quarterly financial results, statutory financial statements, the
Annual Report, business plans and budgets as well as to
review the performance of the company and its operating
subsidiaries, governance matters and other business
development matters. Board papers are circulated to the
Board members prior to the Board meetings so as to provide
the Directors with relevant and timely information to enable
them to have proper deliberation on issues raised during
Board meetings and to discharge their individual responsibilities
with reasonable due care, skills and diligence. Individual
members of the Board are required to inform the Board
before accepting the new appointment and to communicate
the time he/she expects to spend of the new appointment.
During the financial year, the Board met three (3) times and
details of each directors attendance are as follows:-
Directors
Number of
meetings attended
3/3
3/3
Training/Seminars/Forum
Mandatory Accreditation
Programme Asian Latex Conference
- Kochi, India Global Rubber
Conference Palembang, Indonesia 3rd National
Rubber Economic Conference
(NREC) 2013 - Kuala Lumpur.
Goh Siang
3/3
3/3
3/3
3/3
3/3
3/3
Karex_AR2014.indb 39
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040
KAREX Berhad
Statement on
Corporate Governance
DIRECTORS REMUNERATION
Executive Directors are remunerated based on the Groups
performance, market conditions and their responsibilities
whilst the remuneration of the Non-Executive Directors is
determined in accordance with their experience and level of
responsibilities assumed in committees and the board.
The aggregate remuneration of the Directors of the Company
for the year ended 30 June 2014 is as follows:Executive Non-Executive
Director
Director
(RM000)
(RM000)
Salaries, Bonus,
EPF, Others
Fees
Other Emoluments
Total
985
55
275
1,040
275
Remuneration Band
50,000 and below
50,000 to 100,000
200,000 to 300,000
400,000 to 500,000
Executive
Directors
Non-Executive
1
2
4
1
RISK MANAGEMENT
The Board acknowledges that a sound risk management
framework is an integral part of good management practices.
Risk is inherent in all business activities. The risk management
objective of the Board is to ensure that there are structural
means to identify, prioritise and manage the risks involved in
all the Groups activities and to balance between the cost of
managing and treating risks, and the anticipated benefits that
will be derived.
Quarterly management meetings are called and used by the
Executive Directors and CEO as a mean of communication
and feedback channel which facilitate whistleblowing apart
from reviewing, monitoring and deciding on the business
development, changes and actions to ensure businesses are
under control, at these meetings.
FINANCIAL REPORTING
The Board is responsible to ensure that the quarterly financial
reporting and announcements of the Company presents a
true and fair view and assessment of the Groups financial
position, performance and prospects. The Board ensures that
the Groups financial statements are drawn up in accordance
with the provisions of the Companies Act, 1965 and applicable
approved accounting standards. The Board is assisted by the
Audit Committee in reviewing and scrutinising the information
in terms of the overall accuracy, adequacy and completeness
of disclosure and ensuring the Groups financial statements
comply with applicable financial reporting standards.
Karex_AR2014.indb 40
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041
CORPORATE DISCLOSURE
SHAREHOLDERS RIGHT
SUSTAINABILITY
Promoting sustainability is the corporate responsibilities of
the Group. The Board requires its business units to promote
appropriate environmentally friendly practices in the Group
within business, industry and regulatory environment in which
the Groups businesses operate in. Towards this end, the
Group is constructing the first largest green condom
manufacturing facility in the world.
Going forward, the Group will carry on more efforts to further
increase its commitment to corporate social responsibility for
its employees.
COMPLIANCE STATEMENT
The Board has taken steps to ensure that the Group has
implemented as far as possible the Principles and
Recommendations of the MCCG 2012 in all material aspects,
save as disclosed therein.
This statement is issued in accordance with a resolution of
the Board dated 22 September 2014.
Karex_AR2014.indb 41
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042
KAREX Berhad
Purposes
Proposed
utilisation
RM000
Actual
utilisation
RM000
Deviations
RM000
Balance
RM000
Intended
timeframe
for utilisation
Research and
Development
Capital expenditure
Working capital
Repayment of bank
borrowing
Listing expenses
4,000
41,750
13,675
(1,209)
(16,448)
(3,192)
(728)(2)
2,791
25,302
9,755
Within 36 months
Within 36 months
Within 36 months
10,000
5,500
(10,000)
(6,228)
728(2)
Within 6 months
Within 6 months
74,925
(37,077)
(1)
(2)
37,848
The proposed utilisation of proceeds as disclosed above should be read in conjunction with the Prospectus of the
Company dated 11 October 2013.
Actual listing expenses incurred were more than the estimated listing expenses by approximately RM0.7 million
mainly due to higher professional fee charges as well as other incidental costs incurred in connection to the listing
exercise. In accordance to the Prospectus dated 11 October 2013, the excess of listing expenses shall be funded
out of the portion allocated for working capital purposes.
2. Share Buy-Back
The Company did not have a scheme to buy back its own shares during the financial year.
3. Options, Warrants or Convertible Securities
The Company did not have options, warrants or convertible securities during the financial year.
4. Depository Receipt programme
The Company did not sponsor any depository receipt programme during the financial year.
5. Sanctions and/or Penalties
There were no public sanctions and/or penalties imposed on the Company or its subsidiaries, Directors or Management
by the relevant regulatory bodies during the financial year.
Karex_AR2014.indb 42
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043
6. Non-Audit Fees
The amount of non-audit fees paid to external auditors by the Group and the Company respectively for the financial year
are as follows:Group/Company
RM000
Non-audit fees paid to KPMG Malaysia
455
Services rendered by KPMG are not prohibited by regulatory and other professional requirements, and are based on
globally practiced guidelines on auditors independence.
7. Variation of Results
There was no deviation of 10% or more between the results of the financial year ended 30 June 2014 as per the audited
financial statements and the unaudited results previously announced.
8. Profit Guarantee
The Company did not make any arrangement during the financial year which requires profit guarantee.
9. Material Contracts Involving Directors and Major Shareholders Interests
There was no material contracts entered into by the Company and/or its subsidiaries involving Directors and Major
Shareholders interests subsisting as at 30 June 2014.
10. Recurrent Related Party Transactions
The recurrent related party transaction of revenue nature incurred by the Group for the financial year did not exceed the
threshold prescribed under Paragraph 10.09(1) of the MMLR.
Karex_AR2014.indb 43
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044
KAREX Berhad
AUDIT
COMMITTEE
REPORT
The AC met three (3) times during the financial year ended
30 June 2014 and the details of their attendance are as
follows:
Name of Director
Attendance
3/3
3/3
2/2
3/3
Karex_AR2014.indb 44
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Karex_AR2014.indb 45
045
10/24/14 5:55 PM
046
KAREX Berhad
2. Meetings
Karex_AR2014.indb 46
ii.
10/24/14 5:55 PM
047
b. Financial Reporting
i.
ii.
i.
ii.
f.
Other Matters
c. External Audit
i.
d. Internal Audit
i.
ii.
Karex_AR2014.indb 47
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048
KAREX Berhad
ii.
5. Review of AC
The Board shall review the term of office and performance
of the AC and each of its members at least once every
three (3) years to determine whether the AC and its
members have carried out their duties in accordance
with their terms of reference.
Karex_AR2014.indb 48
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049
ii.
Karex_AR2014.indb 49
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050
KAREX Berhad
BOARDS RESPONSIBILITY
The Board acknowledges their responsibility to maintain a
sound and effective risk management framework and internal
control system in order to safeguard the shareholders
investment and Groups assets. The Board also understands
the principal risks of the business that the Group is engaged
in and accepts that business decisions require the balancing
of risk and return in order to maximise return to the
shareholders.
Principally, the Guideline suggests the Board to:
Embed risk management in all aspects of the Groups
activities, which also encompasses subsidiaries of the
Company; and
Review risk management framework, processes,
responsibilities and assessing whether the present policies
and systems provide reasonable assurance that risk is
managed appropriately.
Karex_AR2014.indb 50
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051
Karex_AR2014.indb 51
b. is factually inaccurate.
RPG 5 (Revised) does not require the external auditors to
consider whether the Directors Statement on Risk
Management and Internal Control covers all risks and controls,
or to form an opinion on the adequacy and effectiveness of
the Groups risk management and internal control system
including the assessment and opinion by the Board of
Directors and management thereon. The auditors are also not
required to consider whether the processes described to deal
with material internal control aspects of any significant
problems disclosed in the annual report will, in fact, remedy
the problems.
10/24/14 5:55 PM
FINANCIAL
STATEMENTS
054 Directors Report
058 Statement by Directors
059 Statutory Declaration
060 Independent Auditors Report
062 Statements of Financial Position
063 Statements of Profit or Loss
064 Statements of Profit or Loss and Other Comprehensive Income
065 Consolidated Statement of Changes in Equity
066 Statement of Changes in Equity
067 Statements of Cash Flows
069 Notes to the Financial Statements
Karex_AR2014.indb 52
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Karex_AR2014.indb 53
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054
KAREX Berhad
DIRECTORS REPORT
For the year ended 30 June 2014
The Directors have pleasure in presenting their report and the audited financial statements of the Group and of the Company
for the financial year ended 30 June 2014.
PRINCIPAL ACTIVITIES
The principal activity of the Company consists of investment holding. The principal activities of the subsidiaries are disclosed in
Note 4 to the financial statements. There has been no significant change in the nature of these activities during the financial year.
RESULTS
Group
RM000
Company
RM000
34,585
15,981
DIVIDENDS
No dividend has been paid by the Company since the end of the previous financial period.
The Directors proposed a final single tier dividend of 2.5 sen per ordinary share totalling RM10,125,000, subject to the
approval of the shareholders at the forthcoming Annual General Meeting. These financial statements do not reflect this
proposed final dividend, which will be accounted for in the shareholders equity as an appropriation of retained earnings in
the year ending 30 June 2015.
Karex_AR2014.indb 54
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055
Name of Directors
Interest
Company
Tan Sri Dato Seri Arshad Direct
bin Ayub
Dato Dr. Ong Eng Long
Direct
@ Ong Siew Chuan
Mr. Goh Siang
Direct
Deemed(1)
Mr. Goh Leng Kian
Direct
Deemed(1)
Ms. Goh Yen Yen
Direct
Deemed(1)
Ms. Lam Jiuan Jiuan
Direct
Deemed(2)
Mr. Wong Yien Kim
Direct
Mr. Law Ngee Song
Direct
At
1 July 2013/
Date of
appointment
Before
listing*
Adjustments
after
listing**
Bonus
issue***
Sold
At
30 June
2014
100,000
50,000
150,000
100,000
50,000
150,000
10,280,586
94,500,000
14,080,586
94,500,000
10,830,543
94,500,000
8,930,543
98,300,000
(3,275,000)
(3,275,000)
(3,275,000)
(3,275,000)
100,000
100,000
3,502,793
47,250,000
5,402,795
47,250,000
3,777,771
47,250,000
2,827,771
49,150,000
50,000
50,000
(50,000)
10,508,379
141,750,000
16,208,385
141,750,000
11,333,314
141,750,000
8,483,314
147,450,000
100,000
150,000
DIRECTORS BENEFITS
Since the end of the previous financial period, no Director of the Company has received nor become entitled to receive any
benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as
shown in the financial statements or the fixed salary of a full time employee of the Company or of related corporations) by
reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is
a member, or with a company in which the Director has a substantial financial interest other than certain Directors who have
significant financial interest in companies which traded with certain companies in the Group in the ordinary course of business.
There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the
Company to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body
corporate.
Karex_AR2014.indb 55
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056
KAREX Berhad
Directors Report
For the year ended 30 June 2014
ISSUE OF SHARES
During the financial year, the Company issued:
a) 229,499,992 new ordinary shares of RM0.25 each at par as the total consideration of RM57,375,000 for Acquisitions
disclosed in Note 23(i);
b) 40,500,000 new ordinary shares of RM0.25 each as part of the Initial Public Offering at RM1.85 per ordinary share; and
c) Bonus issue of 135,000,000 new ordinary shares of RM0.25 each (Bonus Share) credited as fully paid up on the basis
of one (1) bonus share for every two (2) shares held by the shareholders of the Company.
There were no other changes in the authorised, issued and paid-up capital of the Company during the financial year.
all known bad debts have been written off and adequate provision has been made for doubtful debts, and
ii)
any current assets which were unlikely to be realised in the ordinary course of business have 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:
i)
that would render the amount written off for bad debts or the amount of the provision for doubtful debts in the Group
and in the Company inadequate to any substantial extent, or
ii)
that would render the value attributed to the current assets in the financial statements of the Group and of the Company
misleading, or
iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
of the Company misleading or inappropriate, or
iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial
statements of the Group and of the Company misleading.
Karex_AR2014.indb 56
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057
any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which
secures the liabilities of any other person, or
ii)
any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become
enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will
or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year ended 30
June 2014 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has
any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.
AUDITORS
The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Johor Bahru
Date: 22 September 2014
Karex_AR2014.indb 57
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058
KAREX Berhad
STATEMENT BY DIRECTORS
pursuant to Section 169(15) of the Companies Act, 1965
In the opinion of the Directors, the financial statements set out on pages 062 to 107 are drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia
so as to give a true and fair view of the financial position of the Group and of the Company as of 30 June 2014 and of their
financial performance and cash flows for the financial year then ended.
In the opinion of the Directors, the information set out in Note 25 on page 108 to the financial statements has been compiled
in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute
of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
Signed on behalf of the Board of Directors in accordance with a resolution of the Directors:
Johor Bahru
Date: 22 September 2014
Karex_AR2014.indb 58
10/24/14 5:55 PM
059
STATUTORY DECLARATION
pursuant to Section 169(16) of the Companies Act, 1965
I, Goh Chok Siang, the officer primarily responsible for the financial management of KAREX BERHAD, do solemnly and
sincerely declare that the financial statements set out on pages 062 to 108 are, to the best of my knowledge and belief,
correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of
the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the above named in Johor Bahru in the State of Johor on 22 September 2014.
Before me:
NORANI BT HJ KHALID
Commissioner For Oaths
J-140
Karex_AR2014.indb 59
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060
KAREX Berhad
Karex_AR2014.indb 60
10/24/14 5:55 PM
061
OTHER MATTERS
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
KPMG
Firm Number: AF 0758
Chartered Accountants
Johor Bahru
Date: 22 September 2014
Karex_AR2014.indb 61
10/24/14 5:55 PM
062
KAREX Berhad
Note
Group
2014
RM000
2014
RM000
2013
RM000
3
4
5
86,173
142
124,028
86,315
124,028
40,470
77,487
85,592
32,357
49,534
945
*
203,549
81,891
945
Total assets
289,864
205,919
945
Equity
Share capital
Reserves
101,250
122,082
101,250
104,400
*
(632)
Assets
Property, plant and equipment
Investments in subsidiaries
Deferred tax assets
Total non-current assets
Inventories
Trade and other receivables
Cash and cash equivalents
6
7
8
Company
223,332
205,650
(632)
Liabilities
Loans and borrowings (secured)
Deferred tax liabilities
10
5
10,380
4,488
14,868
38,887
11,214
1,563
173
96
1,577
51,664
269
1,577
Total liabilities
66,532
269
1,577
289,864
205,919
945
11
10
* Represent RM2.00
Karex_AR2014.indb 62
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063
Note
Group
1.7.2013(1)
to
30.6.2014
RM000
1.7.2013
to
30.6.2014
RM000
Company
27.9.2012
to
30.6.2013
RM000
Revenue
Goods sold
Dividend income
219,927
17,371
219,927
(155,952)
17,371
Gross profit
Other income
Distribution expenses
Administrative expenses
Other expenses
63,975
365
(9,125)
(9,926)
(3,519)
17,371
(865)
(1,961)
(632)
41,770
14,545
(632)
Finance income
Finance costs
1,332
(1,561)
1,565
(229)
1,565
12
41,541
16,110
(632)
Tax expense
13
(6,956)
(129)
34,585
15,981
(632)
(1)
14
11.36
As the Acquisitions (as detailed in note 23 (i)) were completed on 23 September 2013, the Group did not consolidate the
financial performance of these subsidiaries from 23 September 2013 to 30 September 2013 due to impracticability of an
accounting cut-off date other than month end and the effect is not significant to the results for financial year ended 30
June 2014. The Group has consolidated the results from 1 October 2013 onwards. If the Group has existed since the last
financial year, management estimate that the consolidated results would be as disclosed in note 23 (ii).
Karex_AR2014.indb 63
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064
KAREX Berhad
Group
1.7.2013(1)
to
30.6.2014
RM000
1.7.2013
to
30.6.2014
RM000
Company
27.9.2012
to
30.6.2013
RM000
34,585
15,981
(632)
(922)
33,663
15,981
(632)
33,663
15,981
(632)
(1)
As the Acquisitions (as detailed in note 23(i)) were completed on 23 September 2013, the Group did not consolidate the
financial performance of these subsidiaries from 23 September 2013 to 30 September 2013 due to impracticability of an
accounting cut-off date other than month end and the effect is not significant to the results for financial year ended 30
June 2014. The Group has consolidated the results from 1 October 2013 onwards. If the Group has existed since the last
financial year, management estimate that the consolidated results would be as disclosed in note 23(ii).
Karex_AR2014.indb 64
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065
CONSOLIDATED STATEMENT
OF CHANGES IN EQUITY
For the year ended 30 June 2014
Non-distributable
Merger Translation
reserve
reserve
RM000
RM000
(Accumulated
losses)/
Distributable
Retained
Other
earnings
reserve
RM000
RM000
Total
equity
RM000
Share
capital
RM000
Share
premium
RM000
(632)
(632)
57,375
10,125
33,750
64,800
(5,510)
(33,750)
63,511
120,886
74,925
(5,510)
101,250
25,540
63,511
190,301
(922)
34,585
(922)
34,585
(922)
718
34,585
(718)
33,663
101,250
25,540
63,511
(922)
718
33,235
223,332
Note
Group
At 1 July 2013
Contributions by and distributions to
owners of the Company
Effect arising from the Acquisitions
Public issue of shares
Share issue expenses
Bonus Issue
Total transactions with owners
of the Company
At 30 June 2014
23(i)
Karex_AR2014.indb 65
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066
KAREX Berhad
Note
Total
equity
RM000
Company
At date of incorporation
Loss and total comprehensive
expense for the period
(632)
(632)
At 30 June 2013
(632)
(632)
57,375
10,125
33,750
64,800
(5,510)
(33,750)
63,511
120,886
74,925
(5,510)
101,250
25,540
63,511
190,301
15,981
15,981
101,250
25,540
63,511
15,349
205,650
23(i)
Karex_AR2014.indb 66
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067
Note
Group
1.7.2013
to
30.6.2014
RM000
Company
27.9.2012
1.7.2013
to
to
30.6.2013
30.6.2014
RM000
RM000
16,110
(632)
2,006
5,132
72
1,561
(93)
720
(1,332)
328
(1,565)
49,935
5,322
(19,239)
(2,903)
14,545
(34,109)
(1,404)
(632)
(945)
1,577
33,115
(7,539)
(20,968)
(33)
25,576
(21,001)
(9,914)
19,151
129
1,332
1,120
10,698
1,120
16
23(i)
Karex_AR2014.indb 67
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068
KAREX Berhad
Group
1.7.2013
to
30.6.2014
RM000
Company
27.9.2012
1.7.2013
to
to
30.6.2013
30.6.2014
RM000
RM000
(1,796)
(2,116)
(1,476)
(24,487)
2,246
74,925
(5,510)
(827)
74,925
(5,510)
40,959
69,415
(53)
77,180
49,534
*
77,180
*
49,534
*
*
Cash and cash equivalents included in the statements of cash flows comprise the following statements of financial position amounts:
Cash and bank balances
Fixed deposits with licensed banks
Deposits with other corporation
29,237
11,343
45,012
2,407
2,115
45,012
85,592
(8,412)
49,534
77,180
49,534
* Represent RM2.00
Karex_AR2014.indb 68
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069
1. BASIS OF PREPARATION
(a) Statement of compliance
The financial statements of the Group and of the Company have been prepared in accordance with Malaysian
Financial Reporting Standards (MFRS), International Financial Reporting Standards and the Companies Act, 1965
in Malaysia.
The following are accounting standards, amendments and interpretations that have been issued by the Malaysian
Accounting Standards Board (MASB) but have not been adopted by the Group and the Company:
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2014
Amendments to MFRS 10, Consolidated Financial Statements: Investment Entities
Amendments to MFRS 12, Disclosure of Interests in Other Entities: Investment Entities
Amendments to MFRS 127, Separate Financial Statements (2011): Investment Entities
Amendments to MFRS 132, Financial Instruments: Presentation Offsetting Financial Assets and Financial
Liabilities
Amendments to MFRS 136, Impairment of Assets Recoverable Amount Disclosures for Non-Financial Assets
Amendments to MFRS 139, Financial Instruments: Recognition and Measurement Novation of Derivatives and
Continuation of Hedge Accounting
IC Interpretation 21, Levies
Karex_AR2014.indb 69
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070
KAREX Berhad
MFRSs, Interpretations and amendments effective for annual periods beginning on or after 1 January 2017
MFRS 15, Revenue from Contracts with Customers
MFRSs, Interpretations and amendments effective from a date yet to be confirmed
The Group and the Company plan to apply the abovementioned standards, amendments and interpretations in the
respective financial year when the above standards, amendments and interpretations become effective.
The initial application of these standards, amendments and interpretations are not expected to have any material
financial impacts to the current and prior periods financial statements of the Group and the Company upon their first
adoption except as mentioned below:
MFRS 15, Revenue from Contracts with Customers
The adoption of MFRS 15 may result in a change in the accounting for revenue by the Group and the Company.
The Group and the Company are currently assessing the impact of adopting MFRS 15.
(b) Basis of measurement
These financial statements have been prepared on the historical cost basis other than as disclosed in Note 2.
Karex_AR2014.indb 70
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071
1. BASIS OF PREPARATION
(c) Functional and presentation currency
These financial statements are presented in Ringgit Malaysia (RM), which is the Companys functional currency. All
financial information is presented in RM and has been rounded to the nearest thousand, unless otherwise stated.
(d) Use of estimates and judgements
The preparation of the financial statements in conformity with MFRSs requires management to make judgements,
estimates and assumptions that affect the application of accounting policies and the reported amounts of assets,
liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are
recognised in the period in which the estimates are revised and in any future periods affected.
There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that
have significant effect on the amounts recognised in the financial statements.
The accounting policies set out below have been applied consistently to the periods presented in these financial
statements and have been applied consistently by the Group entities, unless otherwise stated.
(a) Basis of consolidation
(i) Subsidiaries
Karex_AR2014.indb 71
Subsidiaries are entities, including structured entities, controlled by the Company. The financial statements of
subsidiaries are included in the consolidated financial statements from the date that control commences until
the date that control ceases.
Control exists when the Group is exposed, or has rights, to variable returns from its involvement with the entity
and has the ability to affect those returns through its power over the entity.
Potential voting rights are considered when assessing control only when such rights are substantive.
The Group considers it has de facto power over an investee when, despite not having the majority of voting
rights, it has the current ability to direct the activities of the investee that significantly affect the investees return.
Investments in subsidiaries are measured in the Companys statement of financial position at cost less any
impairment losses, unless the investment is classified as held for sale or distribution. The cost of investments
includes transaction costs.
10/24/14 5:55 PM
072
KAREX Berhad
Business combinations are accounted for using the acquisition method from the acquisition date, which is the
date on which control is transferred to the Group.
For new acquisitions, the Group measures the cost of goodwill at the acquisition date as:
the fair value of the consideration transferred; plus
the recognised amount of any non-controlling interests in the acquiree; plus
if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree;
less
the net recognised amount (generally fair value) of the identifiable assets acquired and liabilities assumed.
When the excess is negative, a bargain purchase gain is recognised immediately in profit or loss.
For each business combination, the Group elects whether it measures the non-controlling interests in the
acquiree either at fair value or at the proportionate share of the acquirees identifiable net assets at the
acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs
in connection with a business combination are expensed as incurred.
The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as
equity transactions between the Group and its non-controlling interest holders. Any difference between the
Groups share of net assets before and after the change, and any consideration received or paid, is adjusted
to or against Group reserves.
During a restructuring where the combining entities are controlled by the same parties both before and after
the combination, book value accounting is applied. The assets and liabilities acquired are recognised in the
consolidated financial statements at their respective carrying amounts without restatement. The difference
between the cost of acquisition and the nominal value of the shares acquired together with any other reserves
of the combining entities are taken to merger reserve (or adjusted against any suitable reserve in the case of
debit differences). The other components of equity of the acquired entities are added to the same components
within group equity.
Karex_AR2014.indb 72
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the former
subsidiary, any non-controlling interests and the other components of equity related to the former subsidiary
from the consolidated statement of financial position. Any surplus or deficit arising on the loss of control is
recognised in profit or loss. If the Group retains any interest in the former subsidiary, then such interest is
measured at fair value at the date that control is lost. Subsequently, it is accounted for as an equity accounted
investee or as an available-for-sale financial asset depending on the level of influence retained.
10/24/14 5:55 PM
073
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable
directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of
financial position and statement of changes in equity within equity, separately from equity attributable to the
owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated
statement of profit or loss and other comprehensive income as an allocation of the profit or loss and the
comprehensive income for the year between non-controlling interests and owners of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests
even if doing so causes the non-controlling interests to have a deficit balance.
Intra-group balances and transactions, and any unrealised income and expenses arising from intra-group
transactions, are eliminated in preparing the consolidated financial statements.
Transactions in foreign currencies are translated to the respective functional currencies of the Group entities at
exchange rates at the dates of the transactions.
Monetary assets and liabilities denominated in foreign currencies at the end of the reporting period are
retranslated to the functional currency at the exchange rate at that date.
Non-monetary assets and liabilities denominated in foreign currencies are not retranslated at the end of the
reporting date, except for those that are measured at fair value are retranslated to the functional currency at
the exchange rate at the date that the fair value was determined.
Foreign currency differences arising on retranslation are recognised in profit or loss, except for differences
arising on the retranslation of available-for-sale equity instruments or a financial instrument designated as a
hedge of currency risk, which are recognised in other comprehensive income.
Karex_AR2014.indb 73
The assets and liabilities of operations denominated in functional currencies other than RM, including goodwill
and fair value adjustments arising on acquisition, are translated to RM at exchange rates at the end of the
reporting period, which are treated as assets and liabilities of the Company. The income and expenses of
foreign operations, excluding foreign operations in hyperinflationary economies, are translated to RM at exchange
rates at the dates of the transactions.
Foreign currency differences are recognised in other comprehensive income and accumulated in the foreign
currency translation reserve (FCTR) in equity. However, if the operation is a non-wholly-owned subsidiary, then
the relevant proportionate share of the translation difference is allocated to the non-controlling interests. When a
foreign operation is disposed of such that control, significant influence or joint control is lost, the cumulative amount
in the FCTR related to that foreign operation is reclassified to profit or loss as part of the gain or loss on disposal.
10/24/14 5:55 PM
074
KAREX Berhad
When the Group disposes of only part of its interest in a subsidiary that includes a foreign operation while
retaining control, the relevant proportion of the cumulative amount is reattributed to non-controlling interests.
When the Group disposes of only part of its investment in an associate or joint venture that includes a foreign
operation while retaining significant influence or joint control, the relevant proportion of the cumulative amount
is reclassified to profit or loss.
In the consolidated financial statements, when settlement of a monetary item receivable from or payable to a
foreign operation is neither planned nor likely in the foreseeable future, foreign exchange gains and losses
arising from such a monetary item are considered to form part of a net investment in a foreign operation and
are recognised in other comprehensive income, and are presented in the FCTR in equity.
A financial asset or a financial liability is recognised in the statement of financial position when, and only when,
the Group or the Company becomes a party to the contractual provisions of the instrument.
A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not at fair
value through profit or loss, transaction costs that are directly attributable to the acquisition or issue of the
financial instrument.
An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and
only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract
is not categorised at fair value through profit or loss. The host contract, in the event an embedded derivative is
recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract.
Financial assets
(a) Financial assets at fair value through profit or loss
Fair value through profit or loss category comprises financial assets that are held for trading, including
derivatives (except for a derivative that is a financial guarantee contract or a designated and effective hedging
instrument) or financial assets that are specifically designated into this category upon initial recognition.
Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair
values cannot be reliably measured are measured at cost.
Other financial assets categorised as fair value through profit or loss are subsequently measured at their fair
values with the gain or loss recognised in profit or loss.
Karex_AR2014.indb 74
Loans and receivables category comprises debt instruments that are not quoted in an active market.
Financial assets categorised as loans and receivables are subsequently measured at amortised cost using
the effective interest method.
10/24/14 5:55 PM
075
Financial assets
(c) Available-for-sale financial assets
Available-for-sale category comprises investment in equity and debt securities instruments that are not held
for trading.
Investments in equity instruments that do not have a quoted market price in an active market and whose fair
value cannot be reliably measured are measured at cost. Other financial assets categorised as available-forsale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive
income, except for impairment losses, foreign exchange gains and losses arising from monetary items and
gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in
profit or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is
reclassified from equity into profit or loss. Interest calculated for a debt instrument using the effective interest
method is recognised in profit or loss.
All financial assets, except for those measured at fair value through profit or loss, are subject to review for
impairment (see Note 2(h)(i)).
Financial liabilities
All financial liabilities are subsequently measured at amortised cost other than those categorised as fair value
through profit or loss.
Fair value through profit or loss category comprises financial liabilities that are derivatives (except for a derivative
that is a financial guarantee contract or a designated and effective hedging instrument) or financial liabilities that
are specifically designated into this category upon initial recognition.
Derivatives that are linked to and must be settled by delivery of equity instruments that do not have a quoted price
in an active market for identical instruments whose fair values cannot be reliably measured are measured at cost.
Other financial liabilities categorised as fair value through profit or loss are subsequently measured at their fair
values with the gain or loss recognised in profit or loss.
Karex_AR2014.indb 75
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse
the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance with
the original or modified terms of a debt instrument.
Fair value arising from financial guarantee contracts are classified as deferred income and is amortised to profit or
loss using a straight-line method over the contractual period or, when there is no specified contractual period,
recognised in profit or loss upon discharge of the guarantee. When settlement of a financial guarantee contract
becomes probable, an estimate of the obligation is made. If the carrying value of the financial guarantee contract is
lower than the obligation, the carrying value is adjusted to the obligation amount and accounted for as a provision.
10/24/14 5:55 PM
076
KAREX Berhad
A regular way purchase or sale is a purchase or sale of a financial asset under a contract whose terms require
delivery of the asset within the time frame established generally by regulation or convention in the marketplace
concerned.
A regular way purchase or sale of financial assets is recognised and derecognised, as applicable, using trade
date accounting. Trade date accounting refers to:
(a) the recognition of an asset to be received and the liability to pay for it on the trade date, and
(b) derecognition of an asset that is sold, recognition of any gain or loss on disposal and the recognition of
a receivable from the buyer for payment on the trade date.
(v) Derecognition
A financial asset or part of it is derecognised when, and only when the contractual rights to the cash flows from
the financial asset expire or the financial asset is transferred to another party without retaining control or
substantially all risks and rewards of the asset. On derecognition of a financial asset, the difference between the
carrying amount and the sum of the consideration received (including any new asset obtained less any new liability
assumed) and any cumulative gain or loss that had been recognised in equity is recognised in profit or loss.
A financial liability or a part of it is derecognised when, and only when, the obligation specified in the contract
is discharged or cancelled or expires. On derecognition of a financial liability, the difference between the carrying
amount of the financial liability extinguished or transferred to another party and the consideration paid, including
any non-cash assets transferred or liabilities assumed, is recognised in profit or loss.
Karex_AR2014.indb 76
Items of property, plant and equipment are measured at cost less any accumulated depreciation and any
accumulated impairment losses.
Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly
attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and
removing the items and restoring the site on which they are located. The cost of self-constructed assets also
includes the cost of materials and direct labour. For qualifying assets, borrowing costs are capitalised in accordance
with the accounting policy on borrowing costs. Cost also may include transfers from equity of any gain or loss on
qualifying cash flow hedges of foreign currency purchases of property, plant and equipment.
Purchased software that is integral to the functionality of the related equipment is capitalised as part of that
equipment.
The cost of property, plant and equipment recognised as a result of a business combination is based on fair value
at acquisition date and in accordance to Note 2(p).
When significant parts of an item of property, plant and equipment have different useful lives, they are accounted
for as separate items (major components) of property, plant and equipment.
The gain or loss on disposal of an item of property, plant and equipment is determined by comparing the
proceeds from disposal with the carrying amount of property, plant and equipment and is recognised net within
other income and other expenses respectively in profit or loss.
10/24/14 5:55 PM
077
The cost of replacing a component of an item of property, plant and equipment is recognised in the carrying
amount of the item if it is probable that the future economic benefits embodied within the component will flow
to the Group or the Company, and its cost can be measured reliably. The carrying amount of the replaced
component is derecognised to profit or loss. The costs of the day-to-day servicing of property, plant and
equipment are recognised in profit or loss as incurred.
(iii) Depreciation
Depreciation is based on the cost of an asset less its residual value. Significant components of individual assets
are assessed, and if a component has a useful life that is different from the remainder of that asset, then that
component is depreciated separately.
Depreciation is recognised in profit or loss on a straight-line basis over the estimated useful lives of each
component of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the
lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end
of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not
depreciated until the assets are ready for their intended use.
The estimated useful lives for the current and comparative periods are as follows:
Long term leasehold land
Short term leasehold land
Buildings
Plant and machinery
Motor vehicles
Electrical installation, renovation, equipment, furniture and fittings
62
50
50
10 20
6 10
4 10
years
years
years
years
years
years
Depreciation methods, useful lives and residual values are reviewed at end of the reporting period and adjusted
as appropriate.
Karex_AR2014.indb 77
Leases in terms of which the Group or the Company assumes substantially all the risks and rewards of ownership
are classified as finance leases. Upon initial recognition, the leased asset is measured at an amount equal to the
lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition,
the asset is accounted for in accordance with the accounting policy applicable to that asset.
Minimum lease payments made under finance leases are apportioned between the finance expense and the
reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so
as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease
payments are accounted for by revising the minimum lease payments over the remaining term of the lease when
the lease adjustment is confirmed.
10/24/14 5:55 PM
078
KAREX Berhad
Leasehold land which in substance is a finance lease is classified as property, plant and equipment, or as
investment property if held to earn rental income or for capital appreciation or for both.
Leases, where the Group or the Company does not assume substantially all the risks and rewards of ownership
are classified as operating leases and, except for property interest held under operating lease, the leased assets
are not recognised in the statement of financial position of the Group or the Company. Property interest held
under an operating lease, which is held to earn rental income or for capital appreciation or both, is classified as
investment property and measured using fair value model.
Payments made under operating leases are recognised in profit or loss on a straight-line basis over the term of the
lease. Lease incentives received are recognised in profit or loss as an integral part of the total lease expense, over
the term of the lease. Contingent rentals are charged to profit or loss in the reporting period in which they are incurred.
Leasehold land which in substance is an operating lease is classified as prepaid lease payments.
(f) Inventories
Inventories are measured at the lower of cost and net realisable value.
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.
The cost of inventories is measured based on first-in first-out basis, and includes expenditure incurred in acquiring
the inventories, production or conversion costs and other costs incurred in bringing them to their existing location and
condition. In the case of work-in-progress and finished goods, cost includes an appropriate share of production
overheads based on normal operating capacity.
Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments
which have an insignificant risk of changes in fair value and are used by the Group and the Company in the
management of their short term commitments. For the purpose of the statement of cash flows, cash and cash
equivalents are presented net of bank overdrafts and pledged deposits.
(h) Impairment
(i) Financial assets
Karex_AR2014.indb 78
All financial assets (except for financial assets categorised as fair value through profit or loss and investments in
subsidiaries) are assessed at each reporting date whether there is any objective evidence of impairment as a
result of one or more events having an impact on the estimated future cash flows of the asset. Losses expected
as a result of future events, no matter how likely, are not recognised. For an investment in an equity instrument,
a significant or prolonged decline in the fair value below its cost is an objective evidence of impairment. If any
such objective evidence exists, then the impairment loss of the financial asset is estimated.
An impairment loss in respect of loans and receivables and held-to-maturity investments is recognised in profit
or loss and is measured as the difference between the assets carrying amount and the present value of
estimated future cash flows discounted at the assets original effective interest rate. The carrying amount of the
asset is reduced through the use of an allowance account.
10/24/14 5:55 PM
079
An impairment loss in respect of available-for-sale financial assets is recognised in profit or loss and is measured
as the difference between the assets acquisition cost (net of any principal repayment and amortisation) and the
assets current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an
available-for-sale financial asset has been recognised in the other comprehensive income, the cumulative loss in
other comprehensive income is reclassified from equity to profit or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profit or loss
and is measured as the difference between the financial assets carrying amount and the present value of
estimated future cash flows discounted at the current market rate of return for a similar financial asset.
Impairment losses recognised in profit or loss for an investment in an equity instrument classified as available
for sale is not reversed through profit or loss.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively
related to an event occurring after the impairment loss was recognised in profit or loss, the impairment loss is
reversed, to the extent that the assets carrying amount does not exceed what the carrying amount would have
been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal
is recognised in profit or loss.
Karex_AR2014.indb 79
The carrying amounts of other assets (except for inventories, deferred tax assets and assets arising from
employee benefits) are reviewed at the end of each reporting period to determine whether there is any indication
of impairment. If any such indication exists, then the assets recoverable amount is estimated. For goodwill, and
intangible assets that have indefinite useful lives or that are not yet available for use, the recoverable amount is
estimated each period at the same time.
For the purpose of impairment testing, assets are grouped together into the smallest group of assets that
generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or
cash-generating units. Subject to an operating segment ceiling test, for the purpose of goodwill impairment
testing, cash-generating units to which goodwill has been allocated are aggregated so that the level at which
impairment testing is performed reflects the lowest level at which goodwill is monitored for internal reporting
purposes. The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated
to group of cash-generating units that are expected to benefit from the synergies of the combination.
The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value
less costs of disposal. In assessing value in use, the estimated future cash flows are discounted to their present
value using a pre-tax discount rate that reflects current market assessments of the time value of money and
the risks specific to the asset or cash-generating unit.
An impairment loss is recognised if the carrying amount of an asset or its related cash-generating unit exceeds
its estimated recoverable amount.
Impairment losses are recognised in profit or loss. Impairment losses recognised in respect of cash-generating
units are allocated first to reduce the carrying amount of any goodwill allocated to the cash-generating unit
(group of cash-generating units) and then to reduce the carrying amount of the other assets in the cashgenerating unit (groups of cash-generating units) on a pro rata basis.
10/24/14 5:55 PM
080
KAREX Berhad
An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses
recognised in prior periods are assessed at the end of each reporting period for any indications that the loss
has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates
used to determine the recoverable amount since the last impairment loss was recognised. An impairment loss
is reversed only to the extent that the assets carrying amount does not exceed the carrying amount that would
have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals
of impairment losses are credited to profit or loss in the financial year in which the reversals are recognised.
Costs directly attributable to the issue of instruments classified as equity are recognised as a deduction from
equity.
Income tax expense comprises current and deferred tax. Current tax and deferred tax are recognised in profit or
loss except to the extent that it relates to a business combination or items recognised directly in equity or other
comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the year, using tax rates
enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect
of previous financial years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying
amounts of assets and liabilities in the statement of financial position and their tax bases. Deferred tax is not
recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets
or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit
or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when
they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and
assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different
tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities
will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against
which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period
and are reduced to the extent that it is no longer probable that the related tax benefit will be realised.
Unutilised reinvestment allowance, being tax incentives that is not a tax base of an asset, is recognised as a deferred
tax asset to the extent that it is probable that the future taxable profits will be available against the unutilised tax
incentive can be utilised.
Karex_AR2014.indb 80
10/24/14 5:55 PM
081
Revenue from the sale of goods in the course of ordinary activities is measured at fair value of the consideration
received or receivable, net of returns and allowances, trade discount and volume rebates. Revenue is recognised
when persuasive evidence exists, usually in the form of an executed sales agreement, that the significant risks
and rewards of ownership have been transferred to the customer, recovery of the consideration is probable, the
associated costs and possible return of goods can be estimated reliably, and there is no continuing management
involvement with the goods, and the amount of revenue can be measured reliably. If it is probable that discounts
will be granted and the amount can be measured reliably, then the discount is recognised as a reduction of
revenue as the sales are recognised.
Dividend income is recognised in profit or loss on the date that the Groups or the Companys right to receive
payment is established, which in the case of quoted securities is the ex-dividend date.
Interest income is recognised as it accrues using the effective interest method in profit or loss except for interest
income arising from temporary investment of borrowings taken specifically for the purpose of obtaining a
qualifying asset which is accounted for in accordance with the accounting policy on borrowing costs.
Rental income is recognised in profit or loss on a straight-line basis over the term of the lease. Lease incentives
granted are recognised as an integral part of the total rental income, over the term of the lease.
Borrowing costs that are not directly attributable to the acquisition, construction or production of a qualifying asset
are recognised in profit or loss using the effective interest method.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised
as part of the cost of those assets.
The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the
asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for
its intended use or sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially
all the activities necessary to prepare the qualifying asset for its intended use or sale are interrupted or completed.
Investment income earned on the temporary investment of specific borrowings pending their expenditure on
qualifying assets is deducted from the borrowing costs eligible for capitalisation.
Karex_AR2014.indb 81
Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave
are measured on an undiscounted basis and are expensed as the related service is provided.
A liability is recognised for the amount expected to be paid under short term cash bonus or profit-sharing plans
if the Group has a present legal or constructive obligation to pay this amount as a result of past service
provided by the employee and the obligation can be estimated reliably.
10/24/14 5:55 PM
082
KAREX Berhad
The Groups contributions to statutory pension funds are charged to profit or loss in the financial year to which
they relate. Prepaid contributions are recognised as an asset to the extent that a cash refund or a reduction in
future payments is available.
The Group provides for post employment retirement benefits, payable to employees under the labour laws
applicable in Thailand in respect of its subsidiary incorporated in Thailand. The liability in respect of employee
benefits is measured, using the projected unit credit method which is calculated in accordance with the actuarial
technique. The present value of the defined benefit obligation is determined by discounting estimated future
cash flows using the yield on AA credit-rated bonds which have terms to maturity approximating the terms of
the related liability. The estimated future cash flows shall reflect employee salaries, turnover rate, mortality rate,
length of service and other factors. Actuarial gains and losses will be recognised as income or expense in the
statement of profit or loss.
As the amount involved is not material to the Group. Accordingly, no further disclosure as required by the
Standard is made.
The Group presents basic and diluted earnings per share data for its ordinary shares (EPS).
Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the
weighted average number of ordinary shares outstanding during the period, adjusted for own shares held.
Diluted EPS is determined by adjusting the profit or loss attributable to ordinary shareholders and the weighted
average number of ordinary shares outstanding adjusted for own shares held, for the effects of all dilutive potential
ordinary shares, which comprise convertible notes and share options granted to employees.
An operating segment is a component of the Group that engages in business activities from which it may earn
revenues and incur expenses, including revenues and expenses that relate to transactions with any of the Groups
other components. An operating segments operating results are reviewed regularly by the chief operating decision
maker, which in this case is the Chief Executive Officer of the Group, to make decisions about resources to be
allocated to the segment and to assess its performance, and for which discrete financial information is available.
From 1 July 2013, the Group adopted MFRS 13, Fair Value Measurement which prescribed that fair value of an asset
or a liability, except for share-based payment and lease transactions, is determined as the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the
measurement date. The measurement assumes that the transaction to sell the asset or transfer the liability takes
place either in the principal market or in the absence of a principal market, in the most advantageous market.
For non-financial asset, the fair value measurement takes into account a market participants ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that
would use the asset in its highest and best use.
In accordance with the transitional provision of MFRS 13, the Group applied the new fair value measurement
guidance prospectively, and has not provided any comparative fair value information for new disclosures. The
adoption of MFRS 13 has not significantly affected the measurements of the Groups assets or liabilities other than
the additional disclosures.
Karex_AR2014.indb 82
10/24/14 5:55 PM
083
Land
and
buildings
RM000
Plant
and
machinery
RM000
Equipment,
furniture
and
fittings
RM000
Motor
vehicles
RM000
At 1 July 2013
Acquisitions (see Note 23(i))
Additions (see Note 16)
Disposals
Transfers
Translation differences
26,581
303
3,444
(162)
77,800
3,749
(177)
3,045
(748)
6,029
1,380
314
(32)
4,962
187
(418)
(26)
10,298
424
84
(82)
5,855
6,509
(6,887)
(106)
131,525
12,552
(595)
(1,156)
At 30 June 2014
30,166
83,669
7,691
4,705
10,724
5,371
142,326
At 1 July 2013
Acquisitions (see Note 23(i))
Depreciation charge
Disposals
Translation differences
2,655
377
(52)
36,053
3,363
(171)
(514)
3,381
476
(18)
2,871
414
(388)
(11)
7,232
502
(17)
52,192
5,132
(559)
(612)
At 30 June 2014
2,980
38,731
3,839
2,886
7,717
56,153
27,186
44,938
3,852
1,819
3,007
5,371
86,173
Total
RM000
Group
At cost
Accumulated depreciation
Carrying amounts
At 30 June 2014
Land
Freehold land
Long term leasehold land
Short term leasehold land
Buildings
Group
2014
RM000
12,213
2,313
329
12,331
27,186
Security
Karex_AR2014.indb 83
The land and buildings and plant and machineries of the Group with a carrying amount of RM32,392,902 are charged to
licensed banks for banking facilities granted as disclosed in Note 10.
10/24/14 5:55 PM
084
KAREX Berhad
6,324
Others
Included in property, plant and equipment addition is an interest being capitalised of RM235,061.
4. INVESTMENTS IN SUBSIDIARIES
Company
2014
RM000
2013
RM000
124,028
Name of entity
Principal activities
Country of
incorporation
Effective ownership
interest and
voting interest
2014
%
2013
%
Direct subsidiaries
Karex Industries Sdn. Bhd.
Malaysia
100
Malaysia
100
Malaysia
100
Thailand
100
Malaysia
100
Karex_AR2014.indb 84
10/24/14 5:55 PM
085
(4,346)
Deferred tax liabilities and assets are offset above where there is a legally enforceable right to set off current tax assets
against current tax liabilities and where the deferred taxes relate to the same taxation authority.
(4,346)
At
1 July
2013
RM000
Arising Recognised
in profit
from the
or loss
Acquisitions
(Note 13)
(Note 23(i))
RM000
RM000
At
30 June
2014
RM000
Group
Property, plant and equipment
Inventories
Trade receivables
Unutilised business losses
Others
Karex_AR2014.indb 85
(6,527)
87
352
1,728
32
1,079
313
300
(1,728)
18
(5,448)
400
652
50
(4,328)
(18)
(4,346)
10/24/14 5:55 PM
086
KAREX Berhad
Raw materials
Work-in-progress
Finished goods
Chemicals and factory supplies
40,470
2014
RM000
Company
2013
RM000
70,754
84
70,838
6,649
13
32,344
945
6,649
32,357
945
77,487
32,357
945
Trade
Trade receivables
Due from related parties
Non-trade
Other receivables, deposits and prepayments
Due from subsidiaries
The amounts due from related parties are subject to normal trade term.
The amounts due from subsidiaries includes RM10,000,000 of dividends receivable, while the remaining balance are
unsecured, subject to interest at 5.0% (2013: NIL) per annum and repayable upon demand.
Karex_AR2014.indb 86
10/24/14 5:55 PM
087
Group
2014
RM000
2014
RM000
Company
29,237
11,343
45,012
2,407
2,115
45,012
85,592
49,534
2013
RM000
Deposits with licensed banks of the Group of RM8,412,000 are pledged to bank as security for banking facilities granted
to the Group as disclosed in Note 10.
Deposits with licensed banks of the Group of RM540,485 are held in trust by Directors of the Company/a subsidiary for
the Group.
* Represent RM2.00
500,000
2013
RM000
100*
Group/Company
Number of ordinary shares
2014
2013
2,000,000,000
200,000
Shares split
200,000
Increase of shares
499,900
1,999,600,000
500,000
500,000
2,000,000,000
2,000,000,000
**
229,499,992
40,500,000
135,000,000
4
4
**
405,000,000
At 30 June
Issued and fully paid:
At 1 July/date of incorporation
Shares split
Issued for Acquisitions
Public issue
Bonus shares issued
At 30 June
**
57,375
10,125
33,750
101,250
Karex_AR2014.indb 87
10/24/14 5:55 PM
088
KAREX Berhad
Company
2014
RM000
2013
RM000
33,235
15,349
(632)
25,540
63,511
(922)
718
25,540
63,511
122,082
104,400
(632)
Distributable
Retained earnings/(Accumulated losses)
Non-distributable
Share premium
Merger reserve
Translation reserve
Other reserve
Ordinary shares
The holders of ordinary shares are entitled to receive dividends as declared from time to time, and are entitled to one
vote per share at meetings of the Company.
Share premium
Share premium comprises the premium paid on subscription of shares in the Company over and above the par value of
the shares.
Merger reserve
The merger reserve comprises of the differences between the cost of acquisition and the nominal value of shares
acquired together with any other reserves of the combining entities during the restructuring among common shareholders
as stated in the accounting policy Note 2(a)(iv).
Translation reserve
The translation reserve comprises all foreign currency differences arising from the translation of the financial statements
of foreign operations.
Other reserve
Based on Thailand Law, the other reserve comprises of reserve fund allocated at each distribution of dividend, being at
least 5% of the profit until it reaches 10% of the registered capital of the Company, and claimable upon disposal or
liquidation of the foreign subsidiary by the Group.
Karex_AR2014.indb 88
10/24/14 5:55 PM
089
3,527
6,694
993
11,214
Non-current
Term loans
Finance lease liabilities
8,678
1,702
10,380
21,594
Significant covenants
A subsidiary of the Group, Karex Industries Sdn. Bhd. is subject to the following covenants:
a. Maintain gearing ratios of not more than 1.5 times or 3.5 times as defined by the respective financial institutions.
b. Net tangible worth of the said subsidiary shall not be less than RM30,000,000.
c. The subsidiary shall not without the banks prior written consent, incur or assume additional indebtedness or
guarantee any indebtedness (except in the ordinary course of business), alter the present ownership structure and
extend loans and advances to the Directors of the Company and its related companies.
d. The subsidiary shall not without the banks prior written consent, declare and pay dividend exceeding 50% of the
profit after tax of each financial year.
Karex_AR2014.indb 89
10/24/14 5:55 PM
090
KAREX Berhad
Future
minimum
lease
payments
RM000
Interest
RM000
Present
value of
minimum
lease
payments
RM000
1,137
1,814
144
112
993
1,702
2,951
256
2,695
Group
2014
RM000
2014
RM000
2013
RM000
22,636
12,694
3,485
173
1,577
16,179
72
173
1,577
38,887
173
1,577
Group
2014
Less than one year
Between one and five years
Trade
Trade payables
Non-trade
The amounts due to related parties are unsecured, interest free and repayable upon demand.
Karex_AR2014.indb 90
10/24/14 5:55 PM
091
Company
27.9.2012
1.7.2013
to
to
30.6.2013
30.6.2014
RM000
RM000
175
70
2,006
5,132
72
720
30
409
328
1,147
33,152
1,005
(93)
Company
27.9.2012
1.7.2013
to
to
30.6.2013
30.6.2014
RM000
RM000
275
985
55
275
1,315
275
1,043
28
1,071
2,386
275
Other key management personnel comprises persons other than the Directors of Group entities, having authority and
responsibility for planning, directing and controlling the activities of the entity either directly or indirectly.
Karex_AR2014.indb 91
10/24/14 5:55 PM
092
KAREX Berhad
Company
27.9.2012
1.7.2013
to
to
30.6.2013
30.6.2014
RM000
RM000
6,938
18
129
6,956
129
RM000
RM000
RM000
41,541
16,110
(632)
10,385
1,604
(217)
(1,944)
(2,646)
(226)
4,028
661
(4,560)
(158)
158
6,956
129
Tax expense
* The Malaysian Budget 2014 announced the reduction of corporate tax rate to 24% with effect from year of assessment
2016. Consequently, deferred tax assets and liabilities which are expected to reverse in 2016 and beyond are
measured using the tax rate of 24%.
The calculation of basic earnings per ordinary share at 30 June 2014 was based on the profit attributable to ordinary
shareholders and a weighted average number of ordinary shares outstanding, calculated as follows:
Group
2014
RM000
Profit for the year attributable to owners
Karex_AR2014.indb 92
34,585
10/24/14 5:55 PM
093
Group
2014
11.36
The diluted earnings per share is the same as basic earnings per share as there are no dilutive potential ordinary shares
outstanding.
15. DIVIDENDS
After the reporting period, the following dividend was proposed by the Directors. The dividend will be recognised in
subsequent financial period upon approval by the owners of the Company.
Sen
per share
Total
amount
RM000
2.5
10,125
Karex_AR2014.indb 93
Company
27.9.2012
1.7.2013
to
to
30.6.2013
30.6.2014
RM000
RM000
12,552
(2,403)
(235)
9,914
10/24/14 5:55 PM
094
KAREX Berhad
The Groups main business activities comprise investment holding, manufacture and sale of condoms, latex probe covers,
sterile catheters and other rubber products. These activities are principally located in Malaysia and Thailand. Intersegment pricing is determined based on negotiated terms.
Performance is measured based on segment profit before tax and interest, as included in the internal management reports
that are reviewed by the Groups Chief Executive Officer (CEO), who is the Groups chief operating decision maker.
Segment profit is used to measure performance as management believes that such information is the most relevant in
evaluating the results of certain segments relative to other entities that operate within these industries.
Segment assets
The total of segment asset is measured based on all assets of a segment, as included in the internal management reports
that are reviewed by the Groups CEO. Segment total asset is used to measure the return of assets of each segment.
Segment profit
Condoms
2014
RM000
Catheters
2014
RM000
Probe
covers,
lubricating
jelly and
others
2014
RM000
40,305
868
3,422
44,595
205,327
6,419
8,181
219,927
(2,006)
(720)
(2,006)
(720)
(4,920)
(1,535)
1,329
(170)
(26)
3
(42)
(5,132)
(1,561)
1,332
229,277
7,841
3,199
240,317
12,048
342
162
12,552
Total
2014
RM000
Karex_AR2014.indb 94
10/24/14 5:55 PM
095
Reconciliations of reportable segment revenues, profit or loss, assets and other material items:
Group
2014
RM000
Profit or loss
Total profit for reportable segments
Finance costs
Finance income
Unallocated expenses:
Corporate expenses
44,595
(1,561)
1,332
41,541
(2,825)
Total assets
Total assets for reportable segments
Other non-reportable segment
240,317
49,547
289,864
Major customers
Revenue from one customer exceeding 10% of the Groups revenue is approximately RM26.3 million.
Group
Carrying
amount
RM000
L&R
RM000
FL
RM000
Derivatives
used for
hedging
RM000
77,487
85,592
77,487
85,592
163,079
163,079
(38,887)
(21,594)
(38,815)
(21,594)
(72)
(60,481)
(60,409)
(72)
2014
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables, including derivatives
Loan and borrowings
Karex_AR2014.indb 95
10/24/14 5:55 PM
096
KAREX Berhad
Company
Carrying
amount
RM000
L&R
RM000
FL
RM000
Derivatives
used for
hedging
RM000
32,357
49,534
32,357
49,534
81,891
81,891
(173)
(173)
2014
Financial assets
Trade and other receivables
Cash and cash equivalents
Financial liabilities
Trade and other payables
2013
Financial assets
Trade and other receivables
Cash and cash equivalents
945
*
945
*
945
945
(1,577)
(1,577)
Financial liabilities
Other payables
* Represent RM2.00
18.2 Net gains and losses arising from financial instruments
Group
2014
RM000
2014
RM000
Company
2013
RM000
(72)
(125)
(1,561)
1,565
(1,758)
1,565
Karex_AR2014.indb 96
10/24/14 5:55 PM
097
2014
Gross
RM000
Individual
impairment
RM000
Net
RM000
51,891
9,995
2,946
8,197
(2,191)
51,891
9,995
2,946
6,006
73,029
(2,191)
70,838
Group
Not past
Past due
Past due
Past due
due
0 30 days
31 60 days
more than 60 days
Included in the past due more than 60 days of the Group is amount receivables from related parties of RM5,754.
In determining whether additional allowance is required to be made, the Group considers financial background of
the customers and related parties, past transactions and other specific reasons causing these balances to be past
due more than 60 days. The customers and related parties are regular customers that have been transacting with
the Group. The Group do not consider it necessary to impair further the receivable amount and is satisfied that
the amount net of allowance can be recovered.
Karex_AR2014.indb 97
10/24/14 5:55 PM
098
KAREX Berhad
1,438
720
33
At 30 June
2,191
The allowance account in respect of trade receivables is used to record impairment losses. Unless the Group is
satisfied that recovery of the amount is possible, the amount considered irrecoverable is written off against the
receivable directly.
Inter company balances
Risk management objectives, policies and processes for managing the risk
The Companys exposure to credit risk arising from unsecured advances provide to its subsidiaries.
The Company monitors the financial positions of subsidiaries in assessing its credit risk.
Exposure to credit risk, credit quality and collateral
As at the end of the reporting period, the maximum exposure to credit risk is represented by their carrying amounts
in the statement of financial position.
Impairment losses
As at the end of the reporting period, there was no indication that the amounts due from subsidiaries are not
recoverable.
Financial guarantees
Risk management objectives, policies and processes for managing the risk
The Company provides unsecured financial guarantees to banks in respect of banking facilities granted to a subsidiary.
The Company monitors on an ongoing basis the results of the subsidiary and repayments made by the subsidiary.
Exposure to credit risk, credit quality and collateral
The maximum exposure to credit risk amounts to RM5,950,411 (2013: NIL) representing the outstanding banking
facilities of the subsidiary as at the end of the reporting period.
As at the end of the reporting period, there was no indication that the subsidiary would default on repayment.
The financial guarantees have not been recognised since the fair value on initial recognition was not material.
Karex_AR2014.indb 98
10/24/14 5:55 PM
099
Carrying
amount
RM000
Contractual
interest
rate/
coupon
%
Contractual
cash flows
RM000
Under
1 year
RM000
12
years
RM000
25
years
RM000
More
than
5 years
RM000
Group
2014
Non-derivative financial liabilities
Trade and other payables
Secured term loans
38,815
12,205
5.75 6.88
1.25 + BLR
38,815
14,379
38,815
4,176
5,387
2,445
2,371
2,695
6,694
1.98 3.75
2.20 4.88
2,886
6,694
1,094
6,694
1,570
222
62,774
50,779
6,957
2,667
2,371
22,876
(22,804)
22,876
(22,804)
62,846
50,851
6,957
2,667
2,371
60,409
Derivative financial liabilities
Forward exchange contracts
(gross settled):
Outflow
Inflow
72
60,481
Company
2014
Karex_AR2014.indb 99
173
173
173
2013
Non-derivative financial liabilities
Trade and other payables
1,577
1,577
1,577
10/24/14 5:55 PM
100
KAREX Berhad
2014
USD
RM000
Denominated in
EURO
RM000
GBP
RM000
Group
Trade receivables
Other receivables
Cash and cash equivalents
Trade payables
Other payables
Forward exchange contracts
69,949
116
8,825
(11,761)
(1,550)
(5,170)
605
798
(134)
162
(9)
(17,633)
Net exposure
60,409
1,269
(17,480)
2014
USD
RM000
Denominated in
EURO
RM000
GBP
RM000
Group
Profit or (loss)
(4,531)
(95)
1,311
A 10% weakening of the RM against the above currencies at the end of the reporting period would have had equal
but opposite effect on the above currencies to the amounts shown above, on the basis that all other variables
remain constant.
Karex_AR2014.indb 100
10/24/14 5:55 PM
101
Group
2014
RM000
2014
RM000
Company
2013
RM000
56,355
(9,389)
47,127
46,966
47,127
(12,205)
The Group and the Company does not account for any fixed rate financial assets and liabilities at fair value
through profit or loss, and the Group and the Company does not designate derivatives as hedging instruments
under a fair valued hedged accounting model. Therefore, a change in interest rates at the end of the reporting
period would not affect profit or loss.
Karex_AR2014.indb 101
A change of 100 basis points (bp) in interest rates at the end of the reporting period would have increased/
(decreased) the Group post-tax results by RM91,000. This analysis assumes that all other variables remained
constant.
10/24/14 5:55 PM
102
KAREX Berhad
Total
fair value
Carrying
amount
RM000
RM000
72
72
2014
Group
Financial liabilities
Forward exchange contracts
72
Karex_AR2014.indb 102
10/24/14 5:55 PM
103
21,594
(85,592)
(63,998)
Total equity
223,332
No disclosure is made for debt-to-equity ratio as the Group is in a net positive cash flow position as at 30 June 2014.
There were no changes in the Groups approach to capital management during the financial year.
Karex_AR2014.indb 103
597
1,577
10/24/14 5:55 PM
104
KAREX Berhad
2,150
The Group has 3 leasehold agreements for 3 plots of land being used for its factory and warehouse. Under the term of the
agreements, the Company has to pay annual rental fee at the amount and increasing rates stated on the agreements. The
rental fees for year 2014 are RM71,148. The agreements will expire in April 2033, February 2036 and October 2042,
respectively.
2014
RM000
Company
2013
RM000
17,371
445
603
A. Subsidiary
Dividend income
Interest income
B. Entities in which certain Directors/Directors
close family members have substantial financial interest
Sales of goods
Karex_AR2014.indb 104
10/24/14 5:55 PM
105
In conjunction with, and as an integral part of the listing of the Companys shares on the Main Market of Bursa Malaysia
Securities Berhad, the Company undertook the following acquisitions of entities in which certain Director and their close
family members have interests:
(i) The acquisitions of Karex Industries Sdn. Bhd. (KISB), Innolatex (Thailand) Limited (ITL), Innolatex Sdn. Bhd.
(ISB) and Hevea Medical Sdn. Bhd. (HMSB) by the Company and Uro Technology Sdn. Bhd. (UTSB) by KISB,
for an aggregated consideration of approximately RM57.4 million were settled via the issuance of 229.5 million shares
of the Company to their respective shareholders on 23 September 2013. Details of the acquisitions are as follows:
(a) The Company acquired the entire issued and paid-up share capital of KISB for a purchase consideration of
RM35,474,998 satisfied via the issuance of 141,899,992 shares of the Company;
(b) The Company acquired the entire issued and paid-up share capital of ITL for a purchase consideration of
RM12,500,000 satisfied via the issuance of 50,000,000 shares of the Company;
(c) The Company acquired the entire issued and paid-up share capital of ISB for a purchase consideration of
RM4,750,000 satisfied via the issuance of 19,000,000 shares of the Company;
(d) The Company acquired the entire issued and paid-up share capital of HMSB for a purchase consideration of
RM3,300,000 satisfied via the issuance of 13,200,000 shares of the Company; and
(e) KISB acquired the remaining 40% equity interest in UTSB not already owned by KISB for a purchase
consideration of RM1,350,000 satisfied via the issuance of 5,400,000 shares of the Company.
(the above transactions are collectively refer to as Acquisitions)
The Acquisitions were completed on 23 September 2013.
Identifiable assets acquired and liabilities assumed:
RM000
Property, plant and equipment
Deferred tax assets
Inventories
Trade and other receivables
Tax recoverable
Cash and cash equivalents
Loan and borrowings
Deferred tax liabilities
Trade and other payables
Taxation
79,333
706
47,798
58,676
131
26,736
(45,024)
(5,034)
(40,141)
(2,295)
120,886
(63,511)
57,375
26,736
(7,585)
19,151
Karex_AR2014.indb 105
10/24/14 5:55 PM
106
KAREX Berhad
If the Group has existed since the last financial year, management estimate that the consolidated results would have
been as follows:
2014
RM000
2013
RM000
285,332
(203,703)
231,389
(171,472)
Gross profit
Other income
Distribution expenses
Administrative expenses
Other expenses
81,629
758
(11,558)
(12,488)
(3,111)
59,917
1,988
(9,698)
(10,068)
(3,645)
55,230
38,494
Finance income
Finance costs
1,332
(2,134)
150
(2,500)
(802)
(2,350)
54,428
(9,260)
36,144
(7,116)
45,168
29,028
Revenue
Cost of goods sold
Karex_AR2014.indb 106
10/24/14 5:55 PM
107
On 31 March 2014, the Company undertook a bonus issue of 135,000,000 new ordinary shares of RM0.25 each
(Bonus Shares) credited as fully paid up on the basis of 1 Bonus Share for every 2 existing shares held.
Karex_AR2014.indb 107
On 8 August 2014, the Company entered into a Memorandum of Understanding (MoU) with the shareholder of
Global Protection Corp. (GP) for the purpose of the proposed acquisition of 55% of the issued and paid-up share
capital in GP by the Company at a purchase consideration of USD6.6 million.
10/24/14 5:55 PM
108
KAREX Berhad
2014
RM000
Company
2013
RM000
35,427
(418)
15,349
(632)
35,009
(1,774)
15,349
(632)
33,235
15,349
(632)
The determination of realised and unrealised profits or losses is based on the Guidance of Special Matter No. 1,
Determination of Realised and Unrealised Profits or Losses in the Context of Disclosures Pursuant to Bursa Malaysia
Securities Berhad Listing Requirements, issued by the Malaysian Institute of Accountants on 20 December 2010.
Karex_AR2014.indb 108
10/24/14 5:55 PM
109
LIST OF PROPERTIES
Land area/
built up area
(sq. ft.)
Description/
Existing Use
Date of
acquisition
No.
Address
1.
43,560/47,473
3-storey
building
which we use
as office,
factory and
warehouse
20/10/2003
Leasehold 99
years
September
2074
26
2,727
2.
9,354/5,460
1 storey
semi-detached
building which
we use as
office, factory
and warehouse
5/4/2000
Freehold
21
529
3.
10,807/5,460
1 storey
semi-detached
building which
we use as
office, factory
and warehouse
5/4/2000
Freehold
21
529
4.
225,418/
Vacant land
10/9/2002
Freehold
813
5.
9,720/5,460
1 storey
semi-detached
building which
we use
as warehouse
22/2/2005
Freehold
21
622
6.
781,335/
Building under
construction
21/10/2010
Freehold
10,508
7.
43,560/28,908
1 store
building which
we use
as warehouse
9/3/2012
Leasehold 99
years
September
2074
23
6,483
8.
61,680/
Vacant land
14/10/2005
Leasehold 60
years
November
2056
852
9.
45,047/41,925
Land Slot No.: E1-6 Export
Processing Zone, Southern Industrial
Estate Village 4, Tumbol Chalung,
Amphur Hat Yai, Songkhla
1 storey
building which
we use as
office, factory
and warehouse
30/4/2003
Leasehold 30
years
April
2033
1,203
10.
45,047/29,891
Land Slot No.: E1-7 Export
Processing Zone, Southern Industrial
Estate Village 4, Tumbol Chalung,
Amphur Hat Yai, Songkhla
Single storey
building which
we use as
office, factory
and warehouse
9/2/2003
Leasehold 30
years
February
2036
1,030
11.
45,047/57,307
Land Slot No.: E1-8 Export
Processing Zone, Southern Industrial
Estate Village 4, Tumbol Chalung,
Amphur Hat Yai, Songkhla
Single storey
building which
we use
as warehouse
1/11/2012
Leasehold 30
years
October
2042
1,890
Karex_AR2014.indb 109
Tenure
10/24/14 5:55 PM
110
KAREX Berhad
ANALYSIS OF SHAREHOLDINGS
AS AT 1 OCTOBER 2014
Issued and Paid-up Share Capital : RM101,250,000 divided into 405,000,000 Ordinary Shares of RM0.25 each
Class of Shares
Voting Rights
Number of Shareholders
: 3,439
DISTRIBUTION OF SHAREHOLDINGS
No. of
Shareholders
No. of
Shareholders
54
667
2,039
544
133
2
1.57
19.40
59.29
15.81
3.87
006
1,324
520,498
8,634,948
15,993,857
209,516,059
170,333,314
0.00
0.13
2.13
3.95
51.73
42.06
Total
3,439
100.00
405,000,000
100.00
Size of Shareholdings
No. of
% of Issued
Shares Share Capital
SUBSTANTIAL SHAREHOLDERS
The following are the substantial shareholders of the Company according to the Register of Substantial Shareholders.
Name of Shareholders
Karex One Limited
- HSBC Nominees (Asing) Sdn Bhd (Pledged
securities Account BNP Paribas Wealth
Management Singapore for Karex One Limited)
Lam Yiu Pang Albert
Direct Interest
No. of Shares
141,750,000
35.00
28,583,314
7.06
Indirect Interest
No. of Shares
5,700,000*
1.41
* Deemed interested by virtue of his interest in AJNA Holdings Limited pursuant to Section 6A of the Companies Act, 1965
Karex_AR2014.indb 110
10/24/14 5:55 PM
111
DIRECTORS SHAREHOLDINGS
Name of Directors
Tan Sri Dato Seri Utama Arshad bin Ayub
Dato Dr. Ong Eng Long @ Ong Siew Chuan
Goh Siang
Goh Leng Kian
Goh Yen Yen
Lam Jiuan Jiuan
Wong Yien Kim
Law Ngee Song
Direct Interest
No. of Shares
150,000
150,000
10,508,379
16,208,385
11,333,314
8,483,314
150,000
%
0.04
0.04
2.59
4.00
2.80
2.09
0.04
Indirect Interest
No. of Shares
141,750,000(1)
141,750,000(1)
141,750,000(1)
147,450,000(2)
35.00
35.00
35.00
36.41
(1)
Deemed interested by virtue of his/her equity interest in Karex One Limited pursuant to Section 6A of the Companies Act,
1965
(2) Deemed interested by virtue of her equity interest in Karex One Limited and AJNA Holdings Limited pursuant to Section
6A of the Companies Act, 1965
Karex_AR2014.indb 111
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112
KAREX Berhad
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
No. of Shares
141,750,000
35.00
28,583,314
16,208,385
13,596,000
7.06
4.00
3.36
11,483,320
11,333,377
11,333,314
11,183,314
9,450,000
2.84
2.80
2.80
2.76
2.33
8,508,379
8,483,314
6,620,820
6,000,000
5,849,850
2.10
2.09
1.63
1.48
1.44
5,800,000
1.43
5,700,000
4,603,500
1.41
1.14
4,287,750
1.06
3,573,400
0.88
3,187,950
0.79
3,000,000
0.74
2,721,220
2,700,000
2,098,500
0.67
0.67
0.52
2,061,200
0.51
2,000,000
0.49
1,959,200
0.48
1,760,000
0.43
1,754,100
0.43
1,708,900
0.42
TOTAL
339,299,107
83.78
Karex_AR2014.indb 112
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113
NOTICE OF
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting (AGM) of Karex Berhad
(Karex or Company) will be held at Setia City Convention Centre, No. 1, Jalan Setia Dagang
AG U13/AG, Setia Alam, Seksyen U13, 40170 Shah Alam, Selangor Darul Ehsan on Thursday, 27
November 2014 at 10.00 a.m. for the purpose of considering the following businesses:-
AGENDA
SPECIAL BUSINESS
ORDINARY BUSINESS
1.
2.
(Ordinary Resolution 1)
(ii)
(Ordinary Resolution 2)
5.
6.
(Ordinary Resolution 3)
(ii)
7.
(Ordinary Resolution 6)
Karex_AR2014.indb 113
8.
b)
10/24/14 5:55 PM
114
KAREX Berhad
Notice of
Annual General Meeting
BY ORDER OF THE BOARD
b)
c)
Ordinary Resolution 10
Authority to Issue Shares pursuant to Section 132D of the Act
Kuala Lumpur
Dated this 4th day of November 2014
Notes:
1.
2.
3.
4.
5.
6.
Karex_AR2014.indb 114
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FORM OF PROXY
* I/We
For
To approve the payment of Directors fees for the financial year ended 30 June 2014
10
Special Business
Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965
Against
Mark either box if you wish to direct the proxy how to vote. If no mark is made the proxy may vote on the resolution or abstain from voting
as the proxy thinks fit. If you appoint two proxies and wish them to vote differently this should be specified.
# If you wish to appoint other person(s) to be your proxy/proxies, kindly delete the words The Chairman of the Meeting and insert the
name(s) of the person(s) desired.
* Delete if not applicable.
Signed this
day of
2014
Signature/Common Seal of Shareholder
Notes:
1.
A member entitled to attend and vote at this meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a duly
authorised representative to attend and vote in his/her place. A proxy may but need not be a member of the Company and the
provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
2.
The Form of Proxy shall be in writing under the hand of the appointer or of his/her attorney duly authorised in writing. If the appointer
is a corporation, it must be executed under its common seal or under the hand of its officer or its attorney duly authorised on its behalf.
3.
A member may appoint two or more proxies to attend and vote at the general meeting of the Company. Where a member appoints two
or more proxies, the appointment of such proxies shall not be valid unless the Member specifies the proportion of his/her shareholding
to be represented by each such proxy.
4.
The Form of Proxy, together with the power of attorney (if any) under which it is signed or a duly notarial certified copy thereof, must
be deposited at the registered office of the Company at 10th Floor, Menara Hap Seng, No. 1 & 3 Jalan P. Ramlee, 50250 Kuala Lumpur,
Wilayah Persekutuan not less than forty-eight (48) hours before the time for holding this meeting or any adjournment thereof.
5.
Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial
owners in one securities account (Omnibus Account), there is no limit to the number of proxies which the exempt authorised nominee
may appoint in respect of each Omnibus Account it holds.
6.
Depositors whose name appear in the Record of Depositors as at 21 November 2014 shall be regarded as members of the Company
entitled to attend the AGM or appoint proxies to attend and vote on his/her behalf in accordance with Articles 55(5) and 55(6) of the
Companys Articles of Association.
Karex_AR2014.indb 115
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Fold here
AFFIX STAMP
Fold here
Karex_AR2014.indb 116
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KAREX BERHAD
(Company No. 1018579-U)
(Incorporated in Malaysia under the Companies Act 1965)
Reference is made to the Companys Annual Report 2014, which was despatched to the
shareholders on 4 November 2014.
Please be informed that the Statement of Directors Responsibility was inadvertently
omitted in the Annual Report 2014.
A copy of the Statement is attached herewith as Appendix I for your information.
The omission is much regretted.
APPENDIX I