Académique Documents
Professionnel Documents
Culture Documents
(Incorporated in Malaysia)
CONTENTS
Page
Corporate Information
Profile Of Directors
Chairmans Statement
10
14
15
24
Directors Report
25
Statement By Directors
30
Statutory Declaration
31
32
34
35
36
37
39
41
List Of Properties
83
Analysis Of Shareholdings
84
Proxy Form
(Incorporated in Malaysia)
CORPORATE INFORMATION
BOARD OF DIRECTORS
Mr Lai Poh Fye
Mr Tan Siew Kim
Mr Kuan Hai Ngon
Mdm Tan Sui Moi
Datuk Tan Boon Leng
Mdm Tan Seok Kim
Mr Tan Sew Kee
Mr Yoong How Kiat
Mr Lim Kai Siang
AUDIT COMMITTEE
Mr Lim Kai Siang
- Chairman
Mr Lai Poh Fye
- Member
Mr Yoong How Kiat
- Member
SECRETARIES
Mr Lee Wee Hee (MAICSA 0773340)
Ms Pow Juliet (MAICSA 7020821)
NOMINATION COMMITTEE
Mr Yoong How Kiat
- Chairman
Mr Lim Kai Siang
- Member
Mr Lai Poh Fye
- Member
REGISTERED OFFICE
Suite 5.11 & 5.12, 5th Floor, Menara TJB,
No.9, Jalan Syed Mohd. Mufti,
80000 Johor Bahru, Johor .
Tel: 07-224 2823
Fax: 07-223 0229
AUDITORS
KPMG (AF 0758)
Level 14, Menara Ansar,
65, Jalan Trus,
80000 Johor Bahru, Johor
SHARE REGISTRAR
ShareWorks Sdn. Bhd. (229948-U)
No. 2-1, Jalan Sri Hartamas 8
Sri Hartamas, 50480 Kuala Lumpur
Tel: 03-6201 1120
Fax: 03-6201 3121
PRINCIPAL BANKERS
CIMB Bank Berhad
United Overseas Bank (Malaysia) Bhd.
WEB-SITE
www.centurybond.com
(Incorporated in Malaysia)
NOTICE IS HEREBY GIVEN THAT the 22nd Annual General Meeting of Century Bond Bhd. will be held at
the Orchid Room, Level 6, Berjaya Waterfront Hotel Johor Bahru, 88 Jalan Ibrahim Sultan, Stulang Laut, 80300
Johor Bahru, Johor Darul Takzim on Friday, the 26th day of September, 2014 at 11.00 am for the following purposes:
AGENDA
AS ORDINARY BUSINESS
1.
To receive the Audited Financial Statements for the year ended 31 March 2014
together with the Reports of the Directors and Auditors thereon.
Resolution 1
2.
To approve the payment of a Final Single Tier Dividend of 2.0 sen per share in respect
of the financial year ended 31 March 2014.
Resolution 2
3.
To re-elect the following Directors retiring by rotation pursuant to Article 117 of the
Company's Articles of Association:i) Mr Lim Kai Siang
ii) Madam Tan Sui Moi
iii) Madam Tan Seok Kim
4.
To re-appoint Messrs KPMG as Auditors of the Company for the ensuing year and
to authorise the Directors to fix their remuneration.
Resolution 3
Resolution 4
Resolution 5
Resolution 6
AS SPECIAL BUSINESS
To consider and if thought fit, to pass the following resolutions:-
5.
6.
7.
8.
ORDINARY RESOLUTION
To approve the payment of a sum totalling RM126,000 as Directors' fees for the
financial year ended 31 March 2014.
ORDINARY RESOLUTION
PROPOSED RETENTION OF INDEPENDENT DIRECTOR
"THAT Mr Lai Poh Fye be retained and remain as an Independent Director of the
Company in accordance with the Malaysian Code of Corporate Governance 2012."
ORDINARY RESOLUTION
THAT pursuant to Section 129(6) of the Companies Act, 1965, Mr Tan Sew Kee
who is over the age of 70 years and retires pursuant to Section 129(2) of the
Companies Act, 1965 be and is hereby re-appointed as a Director of the Company
to hold office until the next annual general meeting of the Company.
To transact any other business for which due notice shall have been given in
accordance with the Company's Articles of Association and/or the Companies Act,
1965.
Resolution 7
Resolution 8
Resolution 9
(Incorporated in Malaysia)
NOTES :
(i) A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend
and vote instead of him. A proxy may but need not be a member of the Company and need not be an
advocate, an approved company auditor or a person approved by the Registrar of Companies. Notwithstanding
this, a member entitled to attend and vote at the Meeting is entitled to appoint any person as his proxy to
attend and vote instead of him at the Meeting. There shall be no restriction as to the qualification of the
proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to
speak at the Meeting.
(ii)
A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting
and where a member appoints more than one proxy, the appointments shall be invalid unless he specifies
the proportions of his holding to be represented by each proxy.
(iii) Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories)
Act 1991, he may appoint at least one (1) proxy in respect of each Securities Account he holds with
ordinary shares of the Company standing to the credit of the said Securities Account. 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.
(iv) The instrument appointing a proxy shall be in writing in the common form or any form approved by the
Directors under the hand of the appointor or his attorney duly authorised in writing.
(v)
The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed
or a certified copy thereof, shall be deposited at the Registered Office of the Company situated at Suite
5.11 & 5.12, 5th Floor, Menara TJB, No. 9, Jalan Syed Mohd. Mufti, 80000 Johor Bahru, Johor at least
forty-eight (48) hours before the time appointed for holding the meeting or adjourned meeting at which
the person named in such instrument proposes to vote.
(vi) In respect of deposited securities, only members whose names appear on the Record of Depositors on 19
September 2014, shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.
Explanatory Notes on Special Business
(vii) Directors' Fees
The Proposed Ordinary Resolution 7, if passed, will authorise the payment of Directors' fees pursuant to
Article 111 of the Articles of Association.
(viii) Proposed Retention of Independent Director
The proposed Ordinary Resolution 8, if passed, will allow Mr Lai Poh Fye to be retained and continue
acting as an Independent Director to fullfil the requirements of Paragraph 3.04 of Bursa Malaysia's Main
Market Listing Requirements and in line with the recommendation No 3.2 of the Malaysian Code of
Corporate Governance 2012. The full details of the Board's justification and recommendations for the
retention of Mr Lai Poh Fye as an Independent Director is set out in Section 3 of the Board's Corporate
Governance Statement in the 2014 Annual Report on Page 20.
(ix) Re-appointment of Director
The Proposed Ordinary Resolution 9, will result in the re-appointment of Mr Tan Sew Kee, a Director
who is over the age of 70 years to hold office until the next annual general meeting of the Company.
Pursuant to Section 129(6) of the Companies, Act, 1965, the resolution to re-appoint Mr Tan Sew Kee
requires a majority of not less than three fourth of such members of the Company as being entitled so
to do vote in person or by proxy.
(Incorporated in Malaysia)
PROFILE OF DIRECTORS
MR LAI POH FYE, a Malaysian, aged 66, is the Chairman of Century Bond Bhd. ("CBB"). He was
appointed as director of the Company on 29 August 2003. He was elected and assumed the position of
Chairman of the Board on 29 November 2012. He is also a member of the Boards Audit Committee and
Nomination Committee.
He is a Barrister-at-law (England) of The Honourable Society of Lincoln's Inn and was called to the Malaysian
Bar on 28 August 1973. He is currently the senior partner of Messrs Jackson & Masacorale. Mr Lai does not
hold any other directorship in any other public companies.
He attended four out of five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he
does not have any conflict of interest with CBB. He has no family relationship with any of the directors and/or
major shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any
shares of the Company.
MR TAN SIEW KIM, a Malaysian, aged 64, is the Managing Director of the CBB group. He was appointed
as director of the Company on 1 June 2000.
He has vast business and technical hands-on experience in the paper packaging industry garnered over the past
41 years in the industry. Mr Tan does not hold any other directorship in any other public companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He is the brother of Mr Tan Sew Kee and Mdm Tan Sui Moi, both of
whom are directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng,
the directors and major shareholders of the Company are the niece and nephew of Mr Tan Siew Kim. He has
no convictions for offences within the past 10 years. He directly holds 2,619,900 ordinary shares of RM0.50
each in the Company. He is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the
Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.
DATUK TAN BOON LENG, a Malaysian, aged 49, is the Executive Director of the Company. He was
appointed as director of the Company on 29 March 1996.
He has over 31 years of business experience and contributed to the growth and expansion of the business of the
Group and its subsidiaries especially in the areas of sales and marketing of the Groups products. He is also an
Independent Non Executive Director and member of the Audit Committee and Remuneration Committee of
N2N Connect Berhad, a company listed on the Ace Market of Bursa Malaysia Securities Berhad.
He attended four out of five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he
does not have any conflict of interest with CBB. He is the brother of Mdm Tan Seok Kim and the son of Mr
Tan Sew Kee, the directors and major shareholders of the Company. He is also the nephew of Mr Tan Siew
Kim and Mdm Tan Sui Moi, both directors and major shareholders of the Company. He has no convictions for
offences within the past 10 years. He directly holds 50,000 ordinary shares of RM0.50 each in the Company.
He is deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities
Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.
(Incorporated in Malaysia)
PROFILE OF DIRECTORS
MDM TAN SUI MOI, a Malaysian, aged 66, is the Executive Director of CBB. She was appointed as director
of the Company on 29 March 1996.
She has over 40 years of business and working experience and contributed to the growth and expansion of the
business of the Group and its subsidiaries. Her current responsibilities include overall responsibility for the
Groups financial and administrative management. Mdm Tan does not hold any other directorship in any other
public companies.
She attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, she
does not have any conflict of interest with CBB. She is the sister of Mr Tan Sew Kee and Mr Tan Siew Kim,
both the directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng,
both directors and major shareholders of the Company are the niece and nephew of Mdm Tan Sui Moi. She has
no convictions for offences within the past 10 years. She directly holds 1,639,000 ordinary shares of RM0.50
each in the Company. She is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the
Company through C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.
MDM TAN SEOK KIM, a Malaysian, aged 50, is the Executive Director of CBB. She was appointed as
director of the Company on 29 March 1996.
She graduated with a Degree in Business Administration (major in finance) from University of Central
Arkansas in the United States of America in 1987. She has over 27 years of experience in the field of sales and
marketing and has contributed to the growth and expansion of the business of the Group and its subsidiaries
especially the Groups household care products and adhesive products division. She does not hold any other
directorship in any other public companies.
She attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as
disclosed under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, she
does not have any conflict of interest with CBB. She is the sister of Datuk Tan Boon Leng and the daughter of
Mr Tan Sew Kee, the directors and major shareholders of the Company. She is also the niece of Mr Tan Siew
Kim and Mdm Tan Sui Moi, both directors and major shareholders of the Company. She has no convictions for
offences within the past 10 years. She directly holds 349,500 ordinary shares of RM0.50 each in the Company.
She is also deemed interested in 60,660,700 ordinary shares of RM0.50 each in the Company through C B
Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act, 1965.
MR KUAN HAI NGON, a Malaysian, aged 62, is the Executive Director of CBB. He was appointed as
director of the Company on 29 March 1996.
He has over 42 years of hands-on business and technical experience in the packaging industry and contributed
to the growth and expansion of the business of the Group and its subsidiaries. His main responsibilities in the
Group involves the effective functioning and operation of the procurement and production processes. Mr Kuan
does not hold any other directorship in any other public companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major
shareholders of CBB. He has no convictions for offences within the past 10 years. He is deemed interested in
60,660,700 ordinary shares of RM0.50 each in the Company through C B Equities Sdn. Bhd. by virtue of Section
6A of the Companies Act, 1965 and also deemed interested in 332,800 ordinary shares of RM0.50 each in the
Company held by his spouse Mdm Chai Choo Hiang pursuant to Section 134(12)(b) of Companies Act, 1965.
(Incorporated in Malaysia)
PROFILE OF DIRECTORS
MR TAN SEW KEE, a Malaysian, aged 76, is the Non Executive Director of CBB. He was appointed as
director of the Company on 29 August 2003.
He started his career in Tebrau Finance Sdn. Bhd. in 1970 and was there for a period of 25 years before he left
as a managing director. In 1983, he joined Polypulp Paper Industries Bhd as Director and he was with Polypulp
for a period of 12 years before he retired. He does not hold any other directorship in any other public
companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He is the brother of Mr Tan Siew Kim and Mdm Tan Sui Moi, both
directors and major shareholders of the Company. Mdm Tan Seok Kim and Datuk Tan Boon Leng, directors
and major shareholders of the Company are the daughter and son respectively of Mr Tan Sew Kee. He has no
convictions for offences within the past 10 years. He directly holds 8,043,066 ordinary shares of RM0.50 each
in the Company.
MR LIM KAI SIANG, a Malaysian, aged 53, is the Independent Non Executive Director of CBB. He was
appointed as director of the Company on 11 November 2010 and was appointed as Chairman of the Audit
Committee on 29 November 2012. He is also a member of the Boards Nomination Committee.
He graduated from the University of Malaya with a Bachelor of Accounting (Honours) degree in 1986. He is
a Chartered Accountant of the Malaysian Institute of Accountants and a Fellow Member of the Chartered Tax
Institute of Malaysia.
He has over 27 years of experience in auditing and business consultancy. He set up his own practice of Lim
Kai Siang & Co. (AF 1034) in 1996 providing statutory audit, tax compliance and related services for
companies engaged in trading, manufacturing, servicing and other industries. The firm also provides
professional services such as due diligence review for corporate takeover exercise and acted as reporting
accountants for listing exercise. The firm was appointed as external auditors to a company listed in the ACE
Market of the Bursa Malaysia for the financial years 2004 to 2009. He does not hold any other directorship in
any other public listed companies.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major
shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any shares
of the Company.
MR YOONG HOW KIAT, a Malaysian, aged 48, is the Independent Non Executive Director of CBB. He was
appointed as director of the Company on 17 November 2011. He is a member of the Audit Committee of the
Company and identified as the Senior Independent Non Executive Director of CBB on 29 November 2012. He
is the Chairman of the Boards Nomination Committee.
He is a Barrister-at-law from Middle Temple and is currently the partner of Messrs H.K. Yoong. Mr Yoong
does not hold any other directorship in any other public companies.
He has over 20 years of legal practice since 1992. Areas of practice include civil and criminal litigation,
arbitration, labour and industrial dispute, conveyancing, corporate and commercial works and intellectual
property.
He attended all the five Board Meetings held during the financial year ended 31 March 2014. Save as disclosed
under Note 23 of the Audited Financial Statements for the financial year ended 31 March 2014, he does not
have any conflict of interest with CBB. He has no family relationship with any of the directors and/or major
shareholders of CBB. He has no convictions for offences within the past 10 years. He does not hold any shares
of the Company.
(Incorporated in Malaysia)
CHAIRMAN'S STATEMENT
Dear Shareholders,
On behalf of the Board of Directors of Century Bond Bhd., I am pleased to present the Annual Report and
Audited Financial Statements for the financial year ended 31 March 2014.
(Incorporated in Malaysia)
CHAIRMAN'S STATEMENT
Century Bond Bhd. will continue to conduct and enhance its business practices in an open and transparent
manner based on good ethical and moral values with due consideration and respect to the community,
employees, the environment, shareholders and other stakeholders.
The Board has also taken cognizance of the Sustainability Programme for Corporate Malaysia launched by
YAB Prime Minister on 23 November 2010 and the issuance by Bursa Malaysia Securities Berhad, of the
Guide For Directors on Powering Business Sustainability.
The Board will endeavour to take appropriate steps and implement measures to enhance awareness of
sustainability and embed sustainability practices within the Group.
DIVIDEND
Century Bond Bhd.s dividend payout policy is structured to provide investors with reasonable dividend
payouts, bearing in mind the funding requirements of the Groups business needs and capital growth. The
Board is pleased to recommend for your approval a second and final single tier dividend of 2.0 sen per ordinary
share in respect of the financial year ended 31 March 2014 at the forthcoming 2014 Annual General Meeting.
PROSPECTS
The Groups core attention and focus will be maintained in the paper packaging division which is the key
driver of growth. While other avenues and opportunities will continue to be explored and identified, the Group
is mindful that in the prevailing market conditions, caution will be exercised.
The Groups business for the next financial year will remain difficult and challenging. Local business
confidence and sentiment continue to remain weak and uncertain, affected by local events. Going forward, the
Group will closely monitor and take appropriate measures to insulate and adapt to the ever changing operating
conditions.
The Group will maintain its competitive edge in so far as the economic situation permits.
APPRECIATION
On behalf of the Board, I would like to express our utmost appreciation to the management and staff for their
dedication, commitment and untiring contributions, and to our bankers, business partners, advisers, suppliers,
distributors, customers and consumers for their continued support and loyalty to the Company. Our
appreciation also goes out to the relevant regulatory authorities, the various government agencies and local
authorities. I also wish to put on record my sincere gratitude to my fellow Directors for their counsel and
support.
I would also like to express the Boards appreciation to Mr Ho Saw Leong, who resigned as a Non-Independent
Non-Executive Director of the Company on 29 May 2014.
Lastly on behalf of the Group, our thanks and appreciation goes out to all our shareholders for their continued
support and confidence in us.
(Incorporated in Malaysia)
- Chairman
- Member
- Member
The Audit Committee held five meetings during the financial year ended 31March 2014 and the details of the
attendance of the Audit Committee members are as follows:
Member of Audit Committee
Attendance
5/5
4/5
5/5
TERMS OF REFERENCE
I. COMPOSITION
1.
The Audit Committee shall be appointed by the Board of Directors and shall be comprised of a
minimum of three (3) Directors subject to a maximum of five (5) Directors or such number as may be
determined by the Board of Directors from time to time.
2.
All the Audit Committee members must be Non-Executive Directors, with a majority of them being
Independent Directors as defined in Bursa Malaysia Securities Berhad Listing Requirements.
3.
The members of the Audit Committee shall elect a Chairman from among themselves who shall be an
Independent Director; and
4.
5.
II. POLICY
It is the policy of CBB to establish an Audit Committee to provide assistance to the Board in relation to
fulfillment of the Boards statutory as well as fiduciary responsibilities and ensure that the internal and
external audit functions of the CBB Group are being carried out adequately and effectively.
10
(Incorporated in Malaysia)
III. FUNCTIONS
The Audit Committee shall review, report and make recommendations to the Board on the following matters:
1.
The appointment of the external auditors, the audit fee and any questions of re-appointment, resignation
or dismissal and in particular to assess the suitability and independence of the external auditors on an
annual basis.
2.
To discuss with the external auditors before the audit commences, the nature and scope of the audit.
3.
4.
To review:
the Statement of Financial Position, Statement of Profit or Loss and Statement of Profit or Loss
and Other Comprehensive Income of the Company and the consolidated Statement of Financial
Position, Statement of Profit or Loss and Statement of Profit or Loss and Other Comprehensive
Income of the Group and thereafter to submit them to the Directors of the Company;
the quarterly and year-end financial statements of the Company and Group prior to the approval
of the Board of Directors, focusing particularly on:
i) changes in or implementation of major accounting policies and practices
ii) significant adjustments arising from the audit;
iii) the going concern assumption;
iv) compliance with accountings standards and other legal requirements.
Any related party transaction and conflict of interest situation that may arise within the Company
or Group including any transaction, procedure or course of conduct that raises questions of
management integrity.
5.
Establishment of an internal audit function which is independent of the activities it audits and in
relation thereto:
ensure that the internal audit function reports directly to the Audit Committee;
review the adequacy of the scope, functions, competency and resources of the internal audit functions
and that it has the necessary authority to carry out its works;
review the internal audit programme, the results of the internal audit programme, processes or
investigation undertaken and whether or not appropriate action is taken on the recommendations
of the internal audit function;
review any appraisal or assessment of the performance of members of the internal audit function;
approve any appointment or termination of senior staff members of the internal audit function;
inform itself of changes in personnel of the internal audit staff members and make available the
opportunity for resigning staff members to submit his reasons for resigning.
Conduct regular reviews and appraisals of the effectiveness of the governance, risk management
and internal control processes within the company.
11
(Incorporated in Malaysia)
6.
To propose best practices on disclosure in financial results and annual reports of the Company in line
with the principles and spirit set out in the Malaysian Code of Corporate Governance, other applicable
laws, rules, directives and guidelines.
IV. AUTHORITY
The Audit Committee is authorised by the Board to:
1. investigate any matter or activity within its terms of reference;
2. have the resources which are required to perform its duties;
3. have full and unrestricted access to any information pertaining to the Company and Group;
4. have direct communication channels with the external auditors and person(s) carrying out the internal
audit function or activity (if any);
5. obtain independent professional or other advice when needed and to secure the attendance of third
parties with relevant experience and expertise if it considers this necessary; and
6. convene meetings with the external auditors, the internal auditors or both, excluding the attendance
of the other directors and employees of the Company, whenever deemed necessary.
12
(Incorporated in Malaysia)
Reviewed and recommended the unaudited interim quarterly financial reports for the Boards approval
prior to their release to Bursa Malaysia Securities Berhad.
2.
Prior to the commencement of the audit of the Groups Financial Statements, reviewed the External Auditors
Review Memorandum and Audit Plan.
3.
Discussed on updates of new developments on accounting standards issued by the Malaysian Accounting
Standards Board.
4.
Reviewed related party transaction that arose within the Group, including transactions, procedures and
processes.
5.
Reviewed the Audited Financial Statements and the External Auditors findings and recommendations and
the Managements response.
6.
Reviewed the External Auditors observation and evaluation of the system of internal control.
7.
Reviewed internal audit plan and periodic internal audit findings reports.
8.
Considered and recommended the re-appointment of External Auditors for the shareholders approval.
9.
Reviewed Audit Committee Report and Statement of Risk Management and Internal Control.
10. Reviewed and made recommendations on best practices in line with the Malaysian Code of Corporate
Governance 2012.
11. Reviewed and made recommendations to the Board to revise the Terms of Reference of the Audit Committee.
13
(Incorporated in Malaysia)
1.
SHARE BUYBACKS
During the financial year ended 31 March 2014, there were no share buybacks by the Company.
2.
3.
4.
IMPOSITION OF SANCTIONS/PENALTIES
There were no material sanctions/penalties imposed on the Company and its subsidiaries, Directors or
management by the relevant regulatory bodies during the financial year ended 31 March 2014.
5.
NON-AUDIT FEES
The non-audit fees incurred by the Company and its subsidiaries and payable to the external auditors,
Messrs KPMG and its affiliates for the financial year ended 31 March 2014 are as follow:
(1) KPMG Malaysia
(2) Local affiliates of KPMG Malaysia
6.
RM35,000
RM71,600
7.
PROFIT GUARANTEE
There were no profit guarantee given by the Company in respect of the financial year ended 31 March 2014.
8.
MATERIAL CONTRACTS
There were no material contracts entered by the Group involving the Directors and/or major shareholders
of the Group during the financial year ended 31 March 2014 other than those disclosed in related party
transactions under Note 23 to the Financial Statements on pages 80 and 81.
9.
14
(Incorporated in Malaysia)
Corporate Governance sets out the framework and process by which institutions, through their Board of
Directors and Senior Management, regulate their business activities. It balances safe and sound business
operations with compliance of the relevant laws and regulations.
The Board of Directors of Century Bond Bhd, ("CBB") recognises the impact of corporate governance in
safeguarding stakeholders' interests as well as enhancing shareholder value, and strives to ensure that high
standards of corporate governance is observed and practiced throughout the Group. To this end, the Malaysian
Code of Corporate Governance 2012 (MCCG 2012 or the Code) and the Listing Requirements of Bursa
Malaysia Securities Berhad forms the benchmarks for CBBs corporate governance practices.
The Board is pleased to set out below the manner in which the Group has applied the Corporate Governance
Principles and Recommendations set out in the Code and the extent to which the Company has complied
during the financial year under review.
1.
The Board maintains specific Board committees with clear responsibilities and terms of reference to assist
the Board in carrying out its stewardship role and function, and fulfilling its fiduciary responsibilities.
15
(Incorporated in Malaysia)
16
(Incorporated in Malaysia)
2.
Strengthen Composition
The Board currently consists of nine (9) members, comprising five (5) Executive Directors, one (1) NonExecutive Director and three (3) Independent Non-Executive Directors.
CBB is led and managed by an experienced Board of Directors with a wide and varied spectrum of
expertise that ensures accountability and competence. The Executive Directors are overall responsible for
implementing the strategies and decisions of the Board, overseeing the Groups day-to-day operations and
businesses, whilst the Independent Non-Executive Directors provide their independent view, unbiased
judgment and knowledge to the management as well as safeguarding the interests of the shareholders.
Non-Executive Directors do not participate in the day-to-day management of the Group.
The Board has also adopted a Code of Ethics and Conduct for Company Directors to enhance the standards
of Corporate Governance and behavior.
Nomination Committee
The Board has established a Nomination Committee comprised exclusively of Independent Non-Executive
Directors as follows:
Chairman
Mr Yoong How Kiat Senior Independent Non-Executive Director
Members
Mr Lai Poh Fye Independent Non-Executive Director
Mr Lim Kai Siang Independent Non-Executive Director
The Chairman of the Nomination Committee is the Senior Independent Non-Executive Director as
recommended under the Code.
The primary responsibilities of the Nomination Committee are as follows:
To oversee the selection criteria and recruitment process and recommend to the Board, candidates for
all directorship to be filled by the shareholders or the Board taking into consideration the candidates:
To consider, in making its recommendations, candidates for directorships proposed by the Managing
Director and, within the bounds of practicability, by any other senior executive or any director or
shareholder.
17
(Incorporated in Malaysia)
To review on an annual basis the appropriateness of the Boards size, composition and balance and in
particular to ensure the required mixture of skills and experience and other qualities, including core
competencies which non-executive directors should bring to the Board, are present.
To oversee the development, maintenance and review of the criteria to be used in the recruitment
process and the annual review and assessment of the effectiveness of the Board as a whole, the
committees of the Board, and the contributions of each individual director, including an assessment
of the independence of the Independent Non-Executive Directors and their length of tenure in office
in line with the recommendations of the Code.
To make assessment, consider justifications and make recommendations on the elements of independence
of an Independent Director should the Board wish to retain as an Independent Director, a person who
has served in that capacity for more than nine years.
To review Boards succession plans and facilitate induction and training programmes.
The Nomination Committee has adopted a formal assessment mechanism to assess the effectiveness of the
Board as a whole, the Board Committees and the contribution of each individual Director, including the
independence of the Independent Non-Executive Directors. In accordance with the mechanism adopted,
the Nomination Committee has conducted the review of the Boards effectiveness as a whole, the
performance of the Board Committees and the performance of each individual Director.
Based on the assessment made by the Nomination Committee immediately after the financial year end, the
Board is satisfied with its existing size, structure and composition. The Board is also of the view that the
current mix of skills, experience and qualities of the existing Board members are appropriate to enable the
Board to carry out its responsibilities effectively.
In accordance with the Companys Articles of Association, at least one-third (1/3) of the Directors shall be
subjected to retirement by rotation at each Annual General Meeting (AGM) and all the Directors shall
retire at least once in every three (3) years. All Directors who retire from office shall be eligible for
re-election. Directors who are appointed by the Board during the financial year are subject to re-election
by the shareholders at the next AGM held following their appointments.
Directors who are seventy (70) years of age and above are required to submit themselves for re-appointment
annually in accordance with Section 129 of the Companies Act, 1965.
The Directors, due to retire at the forthcoming 2014 Annual General Meeting are:
-
Based on the review by the Nomination Committee on the respective contributions of the retiring Directors,
the Board is recommending that the said Directors be re-elected as Directors of the Company.
Mr Tan Sew Kee who is over the age of 70 will be retiring as Director pursuant to Section 129(2) of the
Companies Act, 1965 and is submitting himself for re-appointment as a Director pursuant to Section 129(6)
of the Companies Act, 1965.
Based on the review by the Nomination Committee on the contributions by Mr Tan Sew Kee, the Board
is recommending the re-appointment of Mr Tan Sew Kee as a Director pursuant to Section 129(6) of the
Companies Act, 1965.
18
(Incorporated in Malaysia)
Remuneration Policy
The Board as a whole decides on the remuneration policy for its Executive and Non-Executive Directors
with the relevant interested Directors concerned abstaining from deliberations and voting on the decisions
in respect of his/her remuneration.
Directors fees and any changes are approved by the shareholders at the AGM based on the recommendation
of the Board.
The Board has not established a Remuneration Committee, which is a deviation from the recommendations
of the Code. The Board is of the opinion that the remuneration of the Directors being highly sensitive and
important should be addressed by the Board as a whole.
The aggregate Directors remuneration paid or payable to all Directors of the Group categorized into appropriate
components for the financial year ended 31 March 2014 are as follows:
Executive
Directors
RM
Fee
Bonuses
Salary & Allowances
EPF
Total
Non-Executive
Directors
RM
Total
RM
126,000
126,000
338,000
338,000
2,103,721
2,103,721
190,716
190,716
2,632,437
126,000
2,758,437
The number of Directors whose total remuneration fell within the following bands for the financial year
ended 31 March 2014 was as follow:
No. of Executive
Directors
No. of Non-Executive
Directors
Below 50,000
50,001 300,000
300,001 350,000
350,001 400,000
400,001 450,000
450,001 500,000
500,001 550,000
550,001 600,000
600,001 650,000
650,001 700,000
Range of Remuneration
RM
19
(Incorporated in Malaysia)
3.
Reinforce Independence
The Board had subsequent to its financial year end carried out an assessment of the independence of its
Independent Directors in accordance with the policy and procedures adopted.
The assessment carried out by the Nomination Committee apart from looking at the criteria and definition
of an Independent Director set out under the Listing Requirements of the Main Market of Bursa Malaysia
Securities Berhad, also considers:
-
whether the Independent Directors have developed, established or maintained any significant relationship
with the Executive Directors and Major Shareholders;
whether the Independent Directors have engaged in any transactions with the Group; and
whether the Independent Directors have devoted sufficient time commitment and desire to serve.
Both the Nomination Committee and the Board based on the assessment carried out has concluded that
the independence of all the Independent Non-Executive Directors of the Company has not been compromised
or impaired in anyway.
The Board also notes that Mr Lai Poh Fye who was appointed as an Independent Non-Executive Director
on 29 August 2003 will have served for a period of more than a cumulative period of nine years by 26
September 2014 (the proposed date for the 2014 Annual General Meeting).
Pursuant to Recommendation 3.3 of the Code and notwithstanding his long tenure in office, the Board
based on the review and recommendations made by the Nomination Committee, is unanimous in its opinion
that Mr. Lais independence has not been compromised or impaired in any way after having noted the
following considerations during its assessment and review of Mr Lais independence:
-
Mr Lai continues to fulfill the criteria and definition of an Independent Director as set out under
Paragraph 1.01 of Bursa Malaysias Main Market Listing Requirements.
During his tenure in office, Mr Lai has not developed, established or maintained any significant
relationship with the Executive Directors or Major Shareholders which would impair his independence.
During his tenure in office, Mr Lai has not transacted or entered into any transactions with the Group,
the Executive Directors or Major Shareholders within the scope and meaning as set forth under
Paragraph 4 of Practice Note 13 of Bursa Malaysia Main Market Listing Requirements.
During his tenure in office, Mr Lai has not been offered or granted any options by the Group. Other
than Directors fees paid which had been the norm and been duly disclosed in the Annual Reports, no
other incentives or benefits of whatsoever nature had been paid to him by the Group.
Accordingly the Board strongly recommends to retain Mr Lai as an Independent Non-Executive Director
and will be tabling an Ordinary Resolution to shareholders at the forthcoming 2014 Annual General Meeting
for the purpose.
The positions of Chairman and Managing Director are separately held by Mr Lai Poh Fye and Mr. Tan
Siew Kim respectively.
The separation of the positions of Chairman and Managing Director promotes and ensures accountability
and transparency in their respective roles and responsibilities.
20
(Incorporated in Malaysia)
4.
Foster Commitment
Time Commitment
The Board based on its annual assessment carried out by the Nomination Committee is satisfied with the
time commitments given by its Directors as evidenced by the attendance record of the Directors at Board
and Committee meeting as set out below:
Name of Director
Mr Lai Poh Fye
4/5
4/5
1/1
Managing Director
5/5
Executive Director
4/5
Executive Director
5/5
Executive Director
5/5
Executive Director
5/5
5/5
Mr Ho Saw Leong
5/5
5/5
5/5
1/1
5/5
5/5
1/1
Note:
Attendance
Board
AC
NC
Position
AC Audit Committee;
NC Nomination Committee.
Directors Training
The Directors of the Company have attended the Mandatory Accreditation Programme (MAP)
conducted by Bursatra Sdn Bhd in compliance with the Listing Requirements. The Directors were
encouraged to attend relevant training programmes/seminars/briefings to further enhance their skills
and knowledge in the latest statutory and regulatory requirements as well as to keep abreast with the
business development to assist them in discharging their duties as Directors.
During the year all the Directors have attended an in house training Strategic Risk For PLC Directors
conducted by Smart Business Consulting. The following Non Executive Directors have also attended
the following seminars during the financial year 2014:
Director
Mr Lai Poh Fye
Seminar
Personal Data Protection Act 2010 and its Implications Conducted
by the Johor Bar and Bar Council.
Risk Management & Internal Control Workshops for Audit
Committee Members Organised by Bursa Malaysia Berhad
Seminar on Islamic Finance Conducted by the Johor Bar and
Bar Council.
21
(Incorporated in Malaysia)
Director
Mr Yoong How Kiat
Seminar
Pengurusan Bangunan Berstrata kepada Badan Pengurusan
Bersama (JMB) & Perbadanan Pengurusan (MC), Peringkat
Majlis Bandaraya Johor Bahru Conducted by Majlis Bandaraya
Johor Bahru.
Risk Management & Internal Control Workshops for Audit
Committee Members Organised by Bursa Malaysia Berhad.
2013 Audit Committee Institute Breakfast Roundtable Series
Conducted by KPMG.
5.
22
(Incorporated in Malaysia)
6.
7.
8.
Compliance Statement
The Board recognizes and views that Corporate Governance is an ongoing process and is of the view that the
Company has substantially complied with the recommendations of the Code and will take appropriate steps
towards embracing the Principles and Recommendations under the Code at a pace and time frame consistent
with the size, priority and dynamics of the Group.
23
(Incorporated in Malaysia)
INTRODUCTION
The Board acknowledges the importance of maintaining a sound system of internal control and effective risk
management as part of its ongoing efforts to practice good corporate governance. The Board is committed to
practicing good standards of corporate governance and observing best practices, and will continue to improve
on current practices. The Board is pleased to provide the following statement, which outlines the nature and
scope of internal control of the Group during the financial year ended 31 March 2014.
BOARD OF DIRECTORS RESPONSIBILITIES
The Board affirms its responsibility for the Groups system of internal control, which includes the
establishment of an effective control environment and appropriate internal control framework as well as to
review its adequacy and integrity. Due to limitations inherent in any internal control system, such a system is
designed to manage rather than eliminate the risk of failure to achieve business objectives and corporate
objectives. Accordingly, the system can only provide reasonable but not absolute assurance against material
misstatement or loss.
RISK MANAGEMENT
Risk management is embedded in the Groups management system and is every employees responsibility as
the Group firmly believes that risk management is critical for the Groups continued profitability and the
enhancement of shareholder value. The Group has an ongoing process for identifying, evaluating and
managing the significant risks faced by the Group throughout the financial year under review and up to the date
of approval of this statement. The process is regularly reviewed by the Board and is in accordance with the
guidelines for directors on internal control, the Statement on Risk Management and Internal Control: Guidance
for Directors of Public Listed Companies.
SYSTEM OF INTERNAL CONTROL
The Board has engaged a professional firm to conduct internal audit on the adequacy and integrity of the
system on internal control for the Group. The professional firm independently reviews the Groups internal
control system and reports to the Audit Committee. The Executive Directors, through direct involvement in the
operations, regular review of operational data including production, marketing and financial data, also
contribute to a better control environment in the Group. Furthermore, the Executive Directors will inform the
Board of any significant unresolved matters, which require the Boards intervention or Board level decision
making.
ASSURANCE FROM THE MANAGEMENT
The Board has also received reasonable assurance from the Managing Director (MD) and the Head of
Finance, that the Groups risk management and internal control system are operating adequately and
effectively, in all material respects, based on the risk management model adopted by the Group.
CONCLUSION
The Board believes that the development of the system of internal control is an ongoing process and continues
to take steps to improve the internal control system. During the year under review, no material weaknesses
have been identified which would result in any material losses, contingencies or uncertainties that would
require disclosure in the Annual Report. The Board is of view that the current system control in place
throughout the Group is sufficient to safeguard the Groups interest. This statement is also based on the
consideration of the audit work performed on the records of the Company. The Board continues to take
appropriate measures and ongoing commitment to strengthen the internal control environment and processes.
Nevertheless, Management continues to take measures to strengthen the internal controls in the organisation.
24
(Incorporated in Malaysia)
DIRECTORS REPORT
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of
the Company for the financial year ended 31 March 2014.
Principal activities
The principal activities of the Company are investment holding and provision of management services. The
principal activities of the subsidiaries are disclosed in Note 5 to the financial statements. There has been no
significant change in the nature of these activities during the financial year.
Results
Profit for the year attributable to:
Owners of the Company
Non-controlling interests
Group
RM
Company
RM
17,224,183
1,223,349
8,090,392
--
18,447,532
8,090,392
Dividends
Since the end of the previous financial year, the Company paid:
i)
an interim ordinary dividend of 2.0 sen per ordinary share less tax at 25% totalling RM1,800,000 (1.5 sen
net per ordinary share) in respect of the financial year ended 31 March 2013 on 30 April 2013;
ii) a final ordinary dividend of 1.0 sen per ordinary share less tax at 25% totalling RM900,000 (0.75 sen net
per ordinary share) and 2.0 sen tax exempt per ordinary share totalling RM2,400,000 in respect of the
financial year ended 31 March 2013 on 22 October 2013; and
iii) an interim single tier dividend of 2.0 sen per ordinary share totalling RM2,400,000 in respect of the
financial year ended 31 March 2014 on 6 January 2014.
The Directors recommended a final single tier dividend of 2.0 sen per ordinary share totalling RM2,400,000 in
respect of the year ended 31 March 2014 subject to the approval of the shareholders at the forthcoming Annual
General Meeting. These financial statements do not reflect this proposed final ordinary dividend, which will
be accounted for in the statement of changes in equity as an appropriation of retained earnings in the year
ending 31 March 2015.
25
(Incorporated in Malaysia)
DIRECTORS REPORT
Name of Directors
Direct
Direct
Deemed
Direct
Deemed
Direct
Deemed
Direct
Deemed
Deemed
Deemed*
Direct
7,631,566
2,619,900
60,660,700
1,639,000
60,660,700
50,000
60,660,700
349,500
60,660,700
60,660,700
332,800
554,810
588,445
------------
-------------
8,220,011
2,619,900
60,660,700
1,639,000
60,660,700
50,000
60,660,700
349,500
60,660,700
60,660,700
332,800
554,810
Interest
Holding company
- C B Equities Sdn. Bhd.
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon
Direct
Direct
Deemed*
Direct
Direct
Direct
9,559
3,772
1,080
2,603
1,630
1,366
-------
-------
9,559
3,772
1,080
2,603
1,630
1,366
Name of Directors
Interest
At
1 April
2013
Bought
Sold
Deemed
Deemed
Deemed
Deemed
Deemed
600,000
600,000
600,000
600,000
600,000
------
------
At
31 March
2014
Subsidiaries
- Esteem Packaging Pte. Ltd.
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon
26
600,000
600,000
600,000
600,000
600,000
(Incorporated in Malaysia)
DIRECTORS REPORT
Name of Directors
Interest
Subsidiaries
- Prestige Packages (Perlis) Sdn. Bhd.
Mr. Tan Siew Kim
Mdm. Tan Sui Moi
Datuk Tan Boon Leng
Mdm. Tan Seok Kim
Mr. Kuan Hai Ngon
Deemed
Deemed
Deemed
Deemed
Deemed
1,400,000
1,400,000
1,400,000
1,400,000
1,400,000
------
------
1,400,000
1,400,000
1,400,000
1,400,000
1,400,000
Deemed
Deemed
Deemed
Deemed
Deemed
Direct**
470,000
470,000
470,000
470,000
470,000
10,000
-------
-------
470,000
470,000
470,000
470,000
470,000
10,000
Deemed
Deemed
Deemed
120,000
120,000
120,000
----
----
120,000
120,000
120,000
* Held by spouse
** Held in trust for a subsidiary, Multiview Enterprises Sdn. Bhd.
By virtue of their substantial shareholdings in the Company, Mr. Tan Siew Kim, Mdm. Tan Sui Moi, Datuk Tan
Boon Leng, Mdm. Tan Seok Kim and Mr. Kuan Hai Ngon are deemed to have interests in the ordinary shares
of all the wholly-owned subsidiaries of the Company as disclosed in Note 5 to the financial statements.
None of the other Directors holding office at 31 March 2014 had any interest in the ordinary shares of the
Company and of its related corporations during the financial year.
Directors benefits
Since the end of the previous financial year, 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) by reason of a contract made by the Company or a
related corporation with the Director or with a firm of which the Director is a member, or with a company in
which the Director has a substantial financial interest, except as disclosed in Note 23 to the financial statements.
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.
Issue of shares
There were no changes in the authorised, issued and paid-up capital of the Company during the financial year.
27
(Incorporated in Malaysia)
DIRECTORS REPORT
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.
At the date of this report, there does not exist:
i)
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 31 March 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.
28
(Incorporated in Malaysia)
DIRECTORS 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: 18 July 2014
29
(Incorporated in Malaysia)
STATEMENT BY DIRECTORS
In the opinion of the Directors, the information set out in Note 24 on page 82 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: 18 July 2014
30
(Incorporated in Malaysia)
STATUTORY DECLARATION
Subscribed and solemnly declared by the above named in Johor Bahru in the State of Johor on 18 July 2014.
Before me:
31
(Incorporated in Malaysia)
32
(Incorporated in Malaysia)
KPMG
Firm Number: AF 0758
Chartered Accountants
Johor Bahru
Date: 18 July 2014
33
(Incorporated in Malaysia)
Group
Company
Note
2014
RM
2013
RM
2014
RM
2013
RM
3
4
5
6
38,213,653
3,927,391
-27,013
40,459,632
4,022,504
-76,910
3,642
-36,460,646
--
4,774
-36,460,646
--
42,168,057
44,559,046
36,464,288
36,465,420
29,835,775
54,798,360
-913,346
82,805,876
25,468,976
48,018,847
-1,257,713
76,865,424
-1,515
10,253,442
-19,857,158
-1,515
11,947,160
87,522
17,365,841
168,353,357
151,610,960
30,112,115
29,402,038
--
468,418
--
--
168,353,357
152,079,378
30,112,115
29,402,038
Total assets
210,521,414
196,638,424
66,576,403
65,867,458
Assets
Property, plant and equipment
Prepaid lease payments
Investments in subsidiaries
Deferred tax assets
Total non-current assets
Inventories
Trade and other receivables
Due from subsidiaries
Tax recoverable
Cash and cash equivalents
Assets classified as held
for sale
7
8
9
10
11
Equity
Share capital
Reserves
12
12
60,000,000
103,909,647
60,000,000
90,955,087
60,000,000
6,282,723
60,000,000
3,892,331
163,909,647
6,754,974
150,955,087
5,687,148
66,282,723
--
63,892,331
--
170,664,621
156,642,235
66,282,723
63,892,331
4,275,146
86,672
4,438,944
271,712
---
---
4,361,818
4,710,656
--
--
27,634,154
4,948,234
517,787
2,394,800
26,843,374
4,327,475
2,025,000
2,089,684
213,593
--80,087
175,127
-1,800,000
--
35,494,975
35,285,533
293,680
1,975,127
Total liabilities
39,856,793
39,996,189
293,680
1,975,127
210,521,414
196,638,424
66,576,403
65,867,458
Total equity
Liabilities
Deferred tax liabilities
Loans and borrowings
6
13
14
13
34
(Incorporated in Malaysia)
Group
Note
Company
2014
RM
2013
RM
169,925,396
154,511
---
186,735,552
105,200
---
--420,000
8,067,250
--540,000
4,230,000
170,079,907
(133,930,092)
186,840,752
(148,745,148)
8,487,250
--
4,770,000
--
Gross profit
36,149,815
38,095,604
8,487,250
4,770,000
Other income
Distribution expenses
Administrative expenses
Other expenses
3,588,311
(6,930,408)
(7,556,651)
(1,395,010)
4,307,081
(7,711,588)
(7,114,214)
(1,636,673)
23,856,057
25,940,210
Revenue
Goods sold
Membership fee income
Management fee income
Dividend income
Cost of goods sold
Finance income
Finance costs
Net finance income
2014
RM
19,176
-(648,186)
-7,858,240
2013
RM
19,802
-(595,719)
-4,194,083
1,151,962
(165,107)
964,674
(255,277)
644,243
--
521,336
--
986,855
709,397
644,243
521,336
15
24,842,912
26,649,607
Tax expense
16
(6,395,380)
(6,092,972)
18,447,532
20,556,635
8,090,392
4,540,210
17,224,183
1,223,349
19,152,061
1,404,574
8,090,392
--
4,540,210
--
18,447,532
20,556,635
8,090,392
4,540,210
14.35
15.96
17
8,502,483
(412,091)
35
4,715,419
(175,209)
(Incorporated in Malaysia)
STATEMENTS OF PROFIT OR LOSS AND OTHER COMPREHENSIVE INCOME FOR THE YEAR ENDED 31 MARCH 2014
Group
Company
2014
RM
2013
RM
18,447,532
20,556,635
8,090,392
4,540,210
1,792,641
231,758
--
--
20,240,173
20,788,393
8,090,392
4,540,210
18,654,560
1,585,613
19,383,819
1,404,574
8,090,392
--
4,540,210
--
20,240,173
20,788,393
8,090,392
4,540,210
2014
RM
2013
RM
36
37
At 31 March 2014
-1,277,617
-60,000,000
---
1,430,377
--
1,430,377
(152,760)
--
---
231,758
--
231,758
(384,518)
102,632,030
(5,700,000)
(5,700,000)
--
17,224,183
17,224,183
--
91,107,847
(4,800,000)
(4,800,000)
--
19,152,061
19,152,061
--
76,755,786
163,909,647
(5,700,000)
(5,700,000)
--
18,654,560
17,224,183
1,430,377
150,955,087
(4,800,000)
(4,800,000)
--
19,383,819
19,152,061
231,758
136,371,268
---
--
18
--
--
60,000,000
--
At 31 March 2013
---
--
18
--
--
60,000,000
Group
At 1 April 2012
Note
6,754,974
(517,787)
-(517,787)
1,585,613
1,223,349
362,264
5,687,148
(225,000)
-(225,000)
1,404,574
1,404,574
--
4,507,574
Noncontrolling
interests
RM
170,664,621
(6,217,787)
(5,700,000)
(517,787)
20,240,173
18,447,532
1,792,641
156,642,235
(5,025,000)
(4,800,000)
(225,000)
20,788,393
20,556,635
231,758
140,878,842
Total
equity
RM
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE YEAR ENDED 31 MARCH 2014
(Incorporated in Malaysia)
Note
Company
At 1 April 2012
Profit and total comprehensive
income for the year
60,000,000
4,152,121
64,152,121
--
4,540,210
--
(4,800,000)
(4,800,000)
60,000,000
3,892,331
63,892,331
--
8,090,392
--
(5,700,000)
(5,700,000)
6,282,723
66,282,723
4,540,210
18
At 31 March 2013
Profit and total comprehensive
income for the year
8,090,392
18
At 31 March 2014
60,000,000
38
(Incorporated in Malaysia)
Group
Company
2014
RM
2013
RM
2014
RM
2013
RM
24,842,912
26,649,607
8,502,483
4,715,419
23,523
5,388,337
165,107
100,098
5,140,023
255,277
-1,132
--
-1,134
--
13,494
(95,582)
(148,910)
-(1,151,962)
(285,106)
-(160,391)
-(964,674)
---(8,067,250)
(644,243)
---(4,230,000)
(521,336)
293,270
53,136
461,624
(157,640)
---
---
(858,668)
(323,160)
--
--
(1,374,394)
(968,397)
--
--
27,150,263
29,747,261
(3,508,131)
4,232,642
--
(6,707,264)
322,418
1,693,718
(15)
3,957,815
11,726,248
38,466
(2,983)
--
--
--
8,021,418
20,892,683
46,028,569
1,524,306
7,983,637
Interest paid
Tax paid
(165,107)
(5,859,798)
(255,277)
(6,074,120)
14,867,778
39,699,172
Changes in inventories
Changes in trade and other
receivables
Changes in trade and other
payables
Changes in due from/(to)
subsidiaries
(207,878)
-(244,482)
1,279,824
39
(34,783)
--
-(256,540)
7,727,097
(Incorporated in Malaysia)
Group
2014
RM
Company
2013
RM
2014
RM
2013
RM
(3,252,658)
--
--
---8,067,250
644,243
----521,336
(5,457,225)
8,711,493
521,336
--
(187,912)
--
--
809,950
(2,882,404)
--
--
--
--
61,952
564,000
2
-1,151,962
(1,474,742)
(7,051,901)
630,000
-2
2
964,674
(176,940)
(242,100)
(7,725,000)
(4,800,000)
(7,500,000)
(4,800,000)
(7,091,990)
(8,112,416)
(7,500,000)
(4,800,000)
6,301,046
26,129,531
(163,303)
(33,204)
2,491,317
3,448,433
--
--
76,668,133
50,571,806
17,365,841
13,917,408
82,805,876
76,668,133
19,857,158
17,365,841
Cash and cash equivalents included in the statements of cash flows comprise the following statements of
financial position amounts:
Cash and bank balances
Deposits with licensed banks
Bank overdrafts
37,447,930
45,357,946
--
33,934,788
42,930,636
(197,291)
121,784
19,735,374
--
98,809
17,267,032
--
82,805,876
76,668,133
19,857,158
17,365,841
40
(Incorporated in Malaysia)
Century Bond Bhd. is a public limited liability company, incorporated and domiciled in Malaysia and listed on
the Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of business and
registered office of the Company are as follows:
Principal place of business
PLO 97, 98 & 99
Jalan Cyber 5
Senai Industrial Estate Phase III
81400 Senai
Johor, Malaysia
Registered office
Suite 5.11 & 5.12, 5th Floor
Menara TJB
No. 9, Jalan Syed Mohd Mufti
80000 Johor Bahru
Johor, Malaysia
The consolidated financial statements of the Company as at and for the year ended 31 March 2014 comprise
the Company and its subsidiaries (together referred to as the Group). The financial statements of the
Company as at and for the financial year ended 31 March 2014 do not include other entities.
The principal activities of the Company are investment holding and provision of management services. The
principal activities of the subsidiaries are disclosed in Note 5.
The holding and ultimate holding company is C B Equities Sdn. Bhd., a company incorporated in Malaysia.
These financial statements were authorised for issue by the Board of Directors on 18 July 2014.
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
41
(Incorporated in Malaysia)
42
(Incorporated in Malaysia)
Subsidiaries
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.
The Group adopted MFRS 10, Consolidated Financial Statements in the current financial year. This
resulted in changes to the following policies:
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. In the previous
financial years, control exists when the Group has the ability to exercise its power to govern the
financial and operating policies of an entity so as to obtain benefits from its activities.
Potential voting rights are considered when assessing control only when such rights are substantive.
In the previous financial years, potential voting rights are considered when assessing control when
such rights are presently exercisable.
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. In the previous financial years, the Group did not consider de facto power in
its assessment of control.
The change in accounting policy has been made retrospectively and in accordance with the transitional
provision of MFRS 10. The adoption of MFRS 10 has no significant impact to the financial statements
of the Group.
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.
43
(Incorporated in Malaysia)
44
(Incorporated in Malaysia)
45
(Incorporated in Malaysia)
46
(Incorporated in Malaysia)
47
(Incorporated in Malaysia)
48
(Incorporated in Malaysia)
49
(Incorporated in Malaysia)
10 - 12 1/2 years
4 - 10 years
5 years
Depreciation methods, useful lives and residual values are reviewed at end of the reporting period
and adjusted as appropriate.
Finance lease
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.
50
(Incorporated in Malaysia)
(f) Inventories
Inventories are measured at the lower of cost and net realisable value.
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.
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.
(i) Impairment
(i)
Financial assets
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.
51
(Incorporated in Malaysia)
52
(Incorporated in Malaysia)
Issue expenses
Costs directly attributable to issue of instruments classified as equity are recognised as a deduction
from equity.
53
(Incorporated in Malaysia)
Goods sold
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.
54
(Incorporated in Malaysia)
55
(Incorporated in Malaysia)
56
(Incorporated in Malaysia)
Group
Land
and
buildings
RM
Plant
and
machinery
RM
Office
equipment,
furniture,
fittings and
electrical
installation
RM
21,243,357
76,218
--
48,311,429
6,781,003
--
7,034,489
65,811
(25,898)
Motor
vehicles
RM
Total
RM
1,762,306
128,869
--
78,351,581
7,051,901
(25,898)
---
(520,002)
134,025
At cost
At 1 April 2012
Additions
Disposals/Written off
Transfer to asset held
for sale
Exchange difference
(520,002)
13,232
-119,066
-1,727
At 31 March 2013/
1 April 2013
Additions
Disposals/Written off
Exchange difference
20,812,805
240,912
-58,290
55,211,498
2,811,855
(205,015)
154,634
7,076,129
199,891
(99,545)
3,872
1,891,175
----
84,991,607
3,252,658
(304,560)
216,796
At 31 March 2014
21,112,007
57,972,972
7,180,347
1,891,175
88,156,501
4,284,106
1,013,947
--
27,844,231
3,277,644
--
4,617,828
436,971
(9,419)
Accumulated
depreciation
At 1 April 2012
Depreciation charge
Disposals/Written off
Transfer to asset held
for sale
Exchange difference
(51,584)
665
-99,070
-1,086
907,804
316,348
--
37,653,969
5,044,910
(9,419)
---
(51,584)
100,821
At 31 March 2013/
1 April 2013
Depreciation charge
Disposals/Written off
Exchange difference
5,247,134
973,035
-15,225
31,220,945
3,631,191
(129,569)
35,928
5,046,466
389,651
(99,545)
2,340
1,224,152
299,347
---
42,738,697
5,293,224
(229,114)
53,493
At 31 March 2014
6,235,394
34,758,495
5,338,912
1,523,499
47,856,300
At 1 April 2012
Impairment loss
---
1,294,565
461,624
35,144
--
1,945
--
1,331,654
461,624
At 31 March 2013/
1 April 2013
Impairment loss
---
1,756,189
293,270
35,144
--
1,945
--
1,793,278
293,270
At 31 March 2014
--
2,049,459
35,144
1,945
2,086,548
At 31 March 2014
14,876,613
21,165,018
1,806,291
365,731
38,213,653
At 31 March 2013
15,565,671
22,234,364
1,994,519
665,078
40,459,632
Accumulated
impairment losses
Carrying amounts
57
(Incorporated in Malaysia)
Company
At cost
At 1 April 2012/31 March 2013
11,324
11,324
Accumulated depreciation
At 1 April 2012
Depreciation charge
5,416
1,134
6,550
1,132
At 31 March 2014
7,682
Carrying amounts
At 31 March 2014
3,642
At 31 March 2013
4,774
Group
Carrying amounts of land and buildings
At cost
Buildings
Freehold land
2014
RM
2013
RM
13,476,613
1,400,000
14,165,671
1,400,000
14,876,613
15,565,671
58
(Incorporated in Malaysia)
Group
At cost
At 1 April 2012/31 March 2013
6,642,178
6,642,178
Accumulated amortisation
At 1 April 2012
Amortisation charge
2,524,561
95,113
2,619,674
95,113
At 31 March 2014
2,714,787
Carrying amounts
At 31 March 2014
3,927,391
At 31 March 2013
4,022,504
5. Investments in subsidiaries
Company
2014
RM
2013
RM
37,708,646
(1,248,000)
37,708,646
(1,248,000)
36,460,646
36,460,646
Effective
ownership interest
and voting interest
2014
2013
%
%
Name of entity
Principal activities
Property holdings
Malaysia
100
100
Multiview Enterprises
Sdn. Bhd.
Malaysia
100
100
59
(Incorporated in Malaysia)
Effective
ownership interest
and voting interest
2014
2013
%
%
Name of entity
Principal activities
Malaysia
100
100
Malaysia
100
100
Dormant
Malaysia
100
100
Investment holding
Malaysia
100
100
Malaysia
100
100
In liquidation
Vietnam
100
100
Property holdings
Malaysia
100
100
Brandpak Industries
Sdn. Bhd.
Manufacture and
marketing of stretch
films, plastic bags and
liners
Malaysia
100
100
Indonesia
100
100
Malaysia
100
100
Singapore
80
80
Panoramic Packages
Sdn. Bhd.@
Malaysia
60
60
60
(Incorporated in Malaysia)
Principal activities
Country of
incorporation
Effective
ownership interest
and voting interest
2014
2013
%
%
Malaysia
100
100
Malaysia
100
100
Singapore
100
100
Letting machineries
Malaysia
78
78
Contract manufacturing of
adhesive and household
care products
Malaysia
100
100
Property holdings
Malaysia
100
100
Investment holding
Malaysia
--
100
Philippine Cenbond
Packaging Inc.^
In liquidation
Philippines
--
51
Malaysia
70
70
*
#
61
(Incorporated in Malaysia)
Other
subsidiaries
with
immaterial
NCI
30%
RM
4,104,770
20%
RM
2,598,610
RM
51,594
RM
6,754,974
653,159
729,917
202,537
1,585,613
Prestige
Packages
(Perlis)
Sdn. Bhd.
NCI percentage of
ownership interest and
voting interest
Carrying amount of NCI
Comprehensive income
allocated to NCI
Total
2014
Prestige
Packages
(Perlis)
Sdn. Bhd.
RM
Esteem
Packaging
Pte. Ltd.
RM
As at 31 March
Non-current assets
Current assets
Current liabilities
Non-current liabilities
162,684
14,666,862
(1,109,980)
(37,000)
1,345,239
19,452,868
(8,585,530)
(21,846)
Net assets
13,682,566
12,190,731
15,284,619
1,852,789
1,852,789
21,434,652
3,325,179
4,127,497
145,236
(11,589)
(750,000)
4,590,211
(377,872)
--
(616,353)
4,212,339
--
62
517,787
(Incorporated in Malaysia)
Esteem
Packaging
Pte. Ltd.
Other
subsidiaries
with
immaterial
NCI
Total
30%
RM
3,548,933
20%
RM
2,190,082
RM
(51,867)
RM
5,687,148
Comprehensive income/
(expense) allocated to
NCI
578,890
831,306
(5,622)
1,404,574
2013
Prestige
Packages
(Perlis)
Sdn. Bhd.
RM
Esteem
Packaging
Pte. Ltd.
RM
As at 31 March
Non-current assets
Current assets
Current liabilities
Non-current liabilities
339,264
13,544,142
(1,971,629)
(82,000)
922,500
16,975,253
(6,941,498)
(5,844)
Net assets
11,829,777
10,950,411
17,309,575
1,929,633
1,929,633
23,854,038
4,156,530
4,216,178
2,262,877
(1,269)
4,837,195
(1,093,671)
2,261,608
3,743,524
225,000
--
63
(Incorporated in Malaysia)
2013
RM
27,013
(4,275,146)
76,910
(4,438,944)
(4,248,133)
(4,362,034)
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.
Deferred tax assets and liabilities are attributable to the following:
Group
2014
RM
2013
RM
(2,722,884)
(1,392,500)
14,000
157,000
--(303,749)
(3,410,669)
(1,308,500)
243,000
32,000
233,000
23,000
(173,865)
(4,248,133)
(4,362,034)
2014
RM
2013
RM
289,000
(594,000)
(847,000)
--(570,000)
(1,152,000)
(570,000)
The unabsorbed capital allowances and unutilised tax losses do not expire under current tax legislation.
Deferred tax assets have not been recognised in respect of these items because it is not probable that future
taxable profit will be available against which the subsidiary can utilise the benefits there from.
64
(Incorporated in Malaysia)
Group
Property, plant and equipment
- capital allowances
- revaluation
Inventories
Trade receivables
Provision
Unabsorbed capital allowances
Unutilised tax losses
Others
At
31 March
2014
RM
(3,410,669)
(1,308,500)
243,000
32,000
67,910
233,000
23,000
(241,775)
687,785
(84,000)
(229,000)
125,000
(34,897)
(233,000)
(23,000)
(94,987)
(2,722,884)
(1,392,500)
14,000
157,000
33,013
--(336,762)
(4,362,034)
113,901
(4,248,133)
At
1 April
2012
RM
Recognised
in profit
or loss
(Note 16)
RM
Recognised
in profit
or loss
(Note 16)
RM
At
31 March
2013
RM
(3,202,613)
(1,330,500)
29,000
72,000
-177,000
30,000
(64,000)
(208,056)
22,000
214,000
(40,000)
67,910
56,000
(7,000)
(177,775)
(3,410,669)
(1,308,500)
243,000
32,000
67,910
233,000
23,000
(241,775)
(4,289,113)
(72,921)
(4,362,034)
7. Inventories
Group
Raw materials
Work-in-progress
Finished goods
65
2014
RM
2013
RM
21,982,345
1,634,001
6,219,429
17,535,373
1,944,076
5,989,527
29,835,775
25,468,976
(Incorporated in Malaysia)
Trade receivables
Other receivables, deposits
and prepayments
Company
2014
RM
2013
RM
2014
RM
2013
RM
45,710,454
46,097,743
--
--
9,087,906
1,921,104
1,515
1,515
54,798,360
48,018,847
1,515
1,515
Included in trade receivables of the Group are amounts due from a company in which a corporate shareholder
of a subsidiary has substantial interest and company in which the Directors close family member has
substantial financial interest as follows:
Group
2014
2013
RM
RM
Trade receivables
7,530,013
5,613,110
Group
2014
2013
RM
RM
45,357,946
42,930,636
37,447,930
33,934,788
Company
2014
2013
RM
RM
19,735,374
17,267,032
121,784
98,809
82,805,876
19,857,158
76,865,424
17,365,841
66
2013
RM
---
220,000
248,418
--
468,418
(Incorporated in Malaysia)
Group/Company
Number of ordinary shares
2014
2013
2014
RM
2013
RM
100,000,000
100,000,000
200,000,000
200,000,000
60,000,000
60,000,000
120,000,000
120,000,000
2013
RM
2014
RM
Reserves
Group
2014
RM
Non-distributable
Translation reserve
Distributable
Retained earnings
1,277,617
Company
(152,760)
2013
RM
--
--
102,632,030
91,107,847
6,282,723
3,892,331
103,909,647
90,955,087
6,282,723
3,892,331
Translation reserve
Translation reserve represents the exchange differences arising on translation of the financial statements
of the foreign subsidiaries.
2013
RM
Non-current
Secured
- Finance lease liabilities
86,672
271,712
Current
Secured
- Finance lease liabilities
188,100
180,000
-4,760,134
197,291
3,950,184
4,760,134
4,147,475
4,948,234
4,327,475
5,034,906
4,599,187
Unsecured
- Bank overdrafts
- Trust receipts
Total borrowings
67
(Incorporated in Malaysia)
Group
2014
Less than one year
Between one and five years
2013
Less than one year
Between one and five years
Present
value of
minimum
lease
payments
RM
Interest
RM
208,392
103,444
20,292
16,772
188,100
86,672
311,836
37,064
274,772
208,392
316,876
28,392
45,164
180,000
271,712
525,268
73,556
451,712
Trade payables
Other payables and
accrued expenses
Company
2014
RM
2013
RM
2014
RM
2013
RM
20,038,824
14,956,714
7,877
9,066
7,595,330
11,886,660
205,716
166,061
27,634,154
26,843,374
213,593
175,127
Included in trade and other payables of the Group are amounts due to companies in which certain Directors of
the Group have substantial financial interest as follows:
Group
Trade payables
Other payables
68
2014
RM
2013
RM
394,711
165,635
141,604
200,192
560,346
341,796
(Incorporated in Malaysia)
Company
2013
RM
2014
RM
2013
RM
218,000
54,619
--
35,000
---
35,000
---
35,000
68,800
100,098
5,140,023
35,000
5,000
-1,132
35,000
5,000
-1,134
534,936
9,913,482
21,646
274,391
20,281
275,627
(323,160)
--
--
461,624
(157,640)
---
---
429,451
176,974
61,944
----
----
(285,106)
-(160,391)
----
----
(968,397)
(94,656)
-24
(57,200)
(83,400)
---
-(802)
---
Directors
- Fees
- Remunerations
- Contributions to state plans
Group
2014
2013
RM
RM
126,000
96,000
2,441,721
2,033,887
190,716
119,996
Company
2014
2013
RM
RM
126,000
96,000
-----
2,758,437
126,000
69
2,249,883
96,000
(Incorporated in Malaysia)
Company
2013
RM
2014
RM
2013
RM
5,441,187
68,347
4,466,900
261,998
257,000
155,091
153,000
22,209
5,509,534
4,728,898
412,091
175,209
1,005,559
(5,812)
1,378,837
(87,684)
---
---
999,747
1,291,153
--
--
6,509,281
6,020,051
412,091
175,209
(301,901)
188,000
406,021
(333,100)
---
---
(113,901)
72,921
--
--
6,395,380
6,092,972
412,091
175,209
RM000
RM000
RM000
RM000
24,843
26,650
8,503
4,715
6,211
456
6,663
289
2,126
33
1,179
32
4
--
---
---
208
(167)
(330)
(225)
(7)
(2)
6,144
Under/(Over) provided in
prior years
Tax expense
251
6,395
(396)
(227)
(52)
(30)
6,251
(158)
6,093
--(1,902)
--
--(1,058)
--
257
153
155
22
412
175
* 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%.
70
(Incorporated in Malaysia)
2014
RM
2013
RM
17,224,183
19,152,061
2014
2013
120,000,000
120,000,000
14.35
15.96
18. Dividends
Dividends recognised by the Company are:
2014
2013 - Final, net of tax
2013 - Final, tax exempt
2014 - Interim, single tier
Sen per
share
Total
amount
RM
Date
payment
0.75
2.00
2.00
900,000
2,400,000
2,400,000
22 October 2013
22 October 2013
6 January 2014
5,700,000
2013
2012 - Final, tax exempt
2013 - Interim, net of tax
2.50
1.50
3,000,000
1,800,000
22 October 2012
30 April 2013
4,800,000
After the reporting period, the following dividends were proposed by the Directors. These dividends will
be recognised in subsequent financial period upon approval by the owners of the Company.
71
Sen per
share
Total
amount
RM
2.00
2,400,000
(Incorporated in Malaysia)
Paper packaging
Plastic packaging
Contract manufacturing and packing
Investment and property holding
Others division
Performance is measured based on segment profit before tax as the management believes that such
information is the most relevant in evaluating the results of the operation.
Segment assets
The total of segment asset is measured based on all assets (including goodwill) of a segment, as included
in the internal management reports that are reviewed by the Group Managing Director. Segment total
asset is used to measure the return of assets of each segment.
Segment liabilities
Segment liabilities information is also included in the internal management reports provided to the Group
Managing Director.
Segment capital expenditure
Segment capital expenditure is the total cost incurred during the financial year to acquire property, plant
and equipment and intangible assets other than goodwill.
72
22,290
23,502
73
Segment liabilities
Segment assets
Tax expense
65,263
3,158
59,371
6,733
177,380 155,054
(4,866)
Group
Segment profit
(462)
(293)
6,411
--
23,594
(501)
3,942
72
24,376
(407)
8
(1,005)
(44)
151
(69)
(53)
16
(969)
(18)
220
15,170
(5)
1,825
14,697
--
586
4,998
86
20,414
(470)
-(163)
(5)
50
--
--
8,724
(5)
1,273
6,487
247
22,441
(449)
-(167)
(1)
31
--
--
10,455
(95)
1,175
4,313
--
74,218
(493)
-(158)
-644
--
--
---
8,718
6,456
--
73,692
(251)
-(158)
-521
--
(196)
---
5,485
587
1,927
(65)
200
(48)
---
--
--
2,465
--
(293)
32,574
31,695
(6,395)
859
(5,388)
(165)
1,152
(293)
(53)
(6,093)
323
(5,140)
(255)
965
(462)
158
497
--
81,572
3,253
76,753
7,052
31
(200)
(48)
---
--
--
(292)
Contract
Investment
Paper
Plastic
manufacturing
and
Others
packaging
packaging
and packing
property holding
division
Total
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
2014
2013
RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
(Incorporated in Malaysia)
2013
RM000
Profit or loss
Total profit or loss for reportable segments
Unallocated expenses and consolidation adjustments
32,574
(7,731)
31,695
(5,045)
24,843
26,650
Group
Segment
assets
RM000
2014
Total reportable segments
Elimination of inter-segment balances
Segment
liabilities
RM000
297,533
(87,011)
81,572
(41,715)
Consolidated total
210,522
39,857
2013
Total reportable segments
Elimination of inter-segment balances
277,758
(81,119)
76,753
(36,756)
Consolidated total
196,639
39,997
Company
2013
RM
2,320,108
(165,107)
2,155,001
2,085,269
2014
RM
2013
RM
644,243
521,336
--
--
644,243
521,336
(255,277)
1,829,992
Credit risk
Liquidity risk
Market risk
74
(Incorporated in Malaysia)
2013
Not past due
Past due 0 - 30 days
Past due 31 - 60 days
Past due more than 60 days
Individual
impairment
RM
Net
RM
27,481,264
10,608,609
4,946,209
2,821,677
--(1,736)
(145,569)
27,481,264
10,608,609
4,944,473
2,676,108
45,857,759
(147,305)
45,710,454
27,769,138
8,107,410
4,674,259
5,669,977
--(21,862)
(101,179)
27,769,138
8,107,410
4,652,397
5,568,798
46,220,784
(123,041)
46,097,743
The movements in the allowance for impairment losses of receivables during the financial year were:
Group
2014
RM
2013
RM
At 1 April
Impairment loss recognised
Impairment loss reversed
Impairment loss written off
123,041
77,809
(24,673)
(28,872)
284,635
69,033
(226,673)
(3,954)
At 31 March
147,305
123,041
75
(Incorporated in Malaysia)
76
(Incorporated in Malaysia)
Group
2014
Non-derivative
financial liabilities
Trade and other payables
Finance lease liabilities
Trust receipts
2013
Non-derivative
financial liabilities
Trade and other payables
Bank overdrafts
Finance lease liabilities
Trust receipts
Contractual
Carrying interest rate/ Contractual
amount
coupon cash flows
RM
%
RM
Under
1 year
RM
1-2
years
RM
2-5
years
RM
27,634,154
274,772
4,760,134
-27,634,154 27,634,154
2.70 - 3.50
311,836
208,392
1.15 - 1.55 4,760,134 4,760,134
-67,418
--
-36,026
--
32,669,060
32,706,124 32,602,680
67,418
36,026
26,843,374
197,291
451,712
3,950,184
-26,843,374 26,843,374
7.85
197,291
197,291
525,268
208,392
2.70 - 3.50
1.15 - 1.55 3,950,184 3,950,184
--237,468
--
--79,408
--
31,442,561
31,516,117 31,199,241
237,468
79,408
Company
2014
Non-derivative
financial liabilities
Trade and other payables
213,593
--
213,593
213,593
--
--
2013
Non-derivative
financial liabilities
Trade and other payables
175,127
--
175,127
175,127
--
--
77
(Incorporated in Malaysia)
Group
USD
RM
Denominated in
SGD
Rupiah
RM
RM
EUR
RM
2014
Trade receivables
Other receivables
Cash and cash equivalents
Trade payables
Other payables
Trust receipts
413,078
1,701
3,584,919
(3,598,147)
-(4,760,138)
647,173
-9,115,584
-(61,304)
--
-815
588,908
----
---(3,227,872)
---
Net exposure
(4,358,587)
9,701,453
589,723
(3,227,872)
477,952
-10,923,370
(1,967)
(411,419)
--
-7,553
-----
---(7,080,712)
---
10,987,936
7,553
(7,080,712)
2013
Trade receivables
Other receivables
Cash and cash equivalents
Trade payables
Other payables
Trust receipts
Net exposure
2,312,864
-9,260,445
(82,045)
-(3,950,182)
7,541,082
Group
USD
RM
Denominated in
SGD
Rupiah
RM
RM
EUR
RM
2014
Profit or (loss)
326,984
(727,609)
(44,229)
242,090
2013
Profit or (loss)
(565,581)
(824,095)
(566)
531,053
A 10% (2013: 10%) weakening of Ringgit Malaysia 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 remained constant.
78
(Incorporated in Malaysia)
Company
2013
RM
2014
RM
2013
RM
45,357,946
(5,034,906)
42,930,636
(4,401,896)
19,735,374
--
17,267,032
--
40,323,040
38,528,740
19,735,374
17,267,032
--
--
--
(197,291)
(1,480)
79
1,480
(Incorporated in Malaysia)
1,706,410
2013
RM
864,588
80
(Incorporated in Malaysia)
Company
2013
RM
2014
RM
2013
RM
A. Subsidiaries
Dividend income
Management fee
B. Rental payable to Mr. Kuan
Hai Ngon, Mdm. Tan Sui
Moi and Mr. Tan Siew Kim
---
---
8,067,250
420,000
4,230,000
540,000
109,200
109,200
--
--
172,378
210,591
--
--
26,954,568
72,000
---
---
440,213
110,554
533,481
----
----
25,560,125
72,000
441,296
190,712
524,862
81
(Incorporated in Malaysia)
Company
2014
RM
2013
RM
2014
RM
2013
RM
121,601,923
(1,481,239)
106,032,013
(2,085,137)
6,282,723
--
3,892,331
--
120,120,684
103,946,876
6,282,723
3,892,331
(17,488,654)
(12,839,029)
--
--
102,632,030
91,107,847
6,282,723
3,892,331
The determination of realised and unrealised profits 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.
82
83
1,096,288
1,269,014
731,656
18,804,004
N/A
16 years
N/A
TOTAL
Leasehold
(Expiry : 2034)
Leasehold
(Expiry : 2025)
Leasehold
(Expiry : 2015)
21,780.0 sq. ft
43,560 sq. ft
2,079,467
21 years
2,598,130
21 years
Leasehold
(Expiry : 2055)
108,900.0 sq. ft
PTD 8848
- A single storey detached
factory and a guard house
Leasehold
(Expiry : 2055)
2,853,260
19 years
Leasehold
(Expiry : 2057)
116,740.8 sq. ft
PTD 8856
- A single storey detached
factory
98,445.6 sq. ft
3,038,491
11 years
Leasehold
(Expiry : 2059)
90,604.0 sq. ft
PTD 8849
- a single storey detached
factory
5,137,698
16 years
Freehold
103,764 sq. ft
Tenue
Area
Carrying amounts
31 March 2014
RM
Approximate age
of building
Address of property
LIST OF PROPERTIES
(Incorporated in Malaysia)
ANALYSIS OF SHAREHOLDINGS
Size of shareholdings
Less than 100 shares
100 to 1,000 shares
1,001 to 10,000 shares
10,001 to 100,000 shares
100,001 to less than 5% of issued shares
5% and above of issued shares
TOTAL
No. of shares
held
348
96,006
4,927,600
12,132,650
34,139,630
68,703,766
120,000,000
%
0.0003
0.0800
4.1064
10.1105
28.4497
57.2531
100.0000
Name of shareholders
C B EQUITIES SDN. BHD.
TAN SEW KEE
VERTICAL EXCEL SDN BHD
LIM CHO HOON
TAN SIEW KIM
KENANGA NOMINEES (TEMPATAN) SDN BHD
PLEDGED SECURITIES ACCOUNT FOR GAN SEM YAM
YENG SEE KIM
TAN SUI MOI
LIM SEN OON
ERADAMAI RESOURCES SDN. BHD.
LOW WU SIR
WONG WAI LUM
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR KOH KIN LIP
CIMSEC NOMINEES (TEMPATAN) SDN BHD
CIMB BANK FOR RICKOH CORPORATION SDN. BHD.
KOH MOI LENG
84
No. of shares
held
60,660,700
8,043,066
5,957,100
2,953,100
2,619,900
%
50.5506
6.7026
4.9643
2.4609
2.1833
1,700,000
1,190,700
1,090,000
932,000
903,300
870,000
797,000
1.4167
0.9923
0.9083
0.7767
0.7528
0.7250
0.6642
700,000
0.5833
597,500
595,900
0.4979
0.4966
(Incorporated in Malaysia)
ANALYSIS OF SHAREHOLDINGS
No.
Name of shareholders
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
No. of shares
held
554,600
549,000
0.4622
0.4575
525,800
0.4382
525,500
415,000
403,000
0.4379
0.3458
0.3358
388,300
0.3236
380,500
378,000
0.3171
0.3150
360,000
0.3000
355,000
349,500
343,100
332,800
318,210
95,788,576
0.2958
0.2913
0.2859
0.2885
0.2652
79.8241
No.
1
2
3
4
5
6
7
Name of shareholders
Direct
Interest
60,660,700
50,000
349,500
2,619,900
1,639,000
8,043,066
%
50.55
50.55
50.55
50.55
50.55
-
* Deemed interested in shares held by C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act,
1965
85
(Incorporated in Malaysia)
ANALYSIS OF SHAREHOLDINGS
No.
Name of Directors
1
2
3
4
5
8,043,066
-
6.70
-
6
7
8
9
50,000
349,500
2,619,900
1,639,000
0.04
0.29
2.18
1.37
60,660,700 *
332,800 #
60,660,700 *
60,660,700 *
60,660,700 *
60,660,700 *
50.55
0.27
50.55
50.55
50.55
50.55
* Deemed interested in shares held by C B Equities Sdn. Bhd. by virtue of Section 6A of the Companies Act,
1965
# Deemed interested in shares by virtue of interest held by spouse.
Interest In Related Corporations
- Ordinary shares of RM1.00 each in C B Equities Sdn. Bhd., the ultimate holding company.
No.
1
2
3
4
5
Name of Directors
Direct
Interest
9,559
3,772
1,630
2,603
1,366
%
#
-
5.39
-
No.
1
Name of Directors
KUAN HAI NGON
86
%
-
PROXY FORM
I/We
of (full address)
of (full address)
failing him,
of (full address)
(Nric No.
as *my/our proxy to vote for *me/us and on *my/our behalf at the 22nd Annual General Meeting of the
Company to be held on Friday, the 26th day of September, 2014 at 11.00 am and at any adjournment thereof
to vote as indicated below in respect of the following Resolutions:ORDINARY BUSINESS
FOR
AGAINST
Ordinary Resolution 1
Receive the Audited Financial Statements
Ordinary Resolution 2
Approval of final dividend
Ordinary Resolution 3
Re-election of Mr Lim Kai Siang
Ordinary Resolution 4
Re-election of Madam Tan Sui Moi
Ordinary Resolution 5
Re-election of Madam Tan Seok Kim
Ordinary Resolution 6
Re-appointment of Auditors
SPECIAL BUSINESS
Ordinary Resolution 7
Approval of Directors' fees
Ordinary Resolution 8
Retention of Mr Lai Poh Fye as an Independent Director
Ordinary Resolution 9
Re-appointment of Mr Tan Sew Kee
(Please indicate with an "X" in the space provided above on how you wish your vote to be cast. If you do not do so, the proxy will vote
or abstain from voting at his discretion.
Signature of member/s
NOTES :
(i)
A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote instead of him.
A proxy may but need not be a member of the Company and need not be an advocate, an approved company auditor or a person
approved by the Registrar of Companies. Notwithstanding this, a member entitled to attend and vote at the Meeting is entitled to
appoint any person as his proxy to attend and vote instead of him at the Meeting. There shall be no restriction as to the
qualification of the proxy. A proxy appointed to attend and vote at the Meeting shall have the same rights as the member to
speak at the Meeting.
(ii)
A member shall be entitled to appoint up to two (2) proxies only to attend and vote at the same meeting and where a member
appoints more than one proxy, the appointments shall be invalid unless he specifies the proportions of his holding to be
represented by each proxy.
(iii)
Where a member is an Authorised Nominee as defined under the Securities Industry (Central Depositories) Act 1991, he may
appoint at least one (1) proxy in respect of each Securities Account he holds with ordinary shares of the Company standing to
the credit of the said Securities Account. 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.
(iv)
The instrument appointing a proxy shall be in writing in the common form or any form approved by the Directors under the
hand of the appointor or his attorney duly authorised in writing.
(v)
The instrument appointing a proxy, together with the power of attorney (if any) under which it is signed or a certified copy
thereof, shall be deposited at the Registered Office of the Company situated at Suite 5.11 & 5.12, 5th Floor, Menara TJB, No.
9, Jalan Syed Mohd. Mufti, 80000 Johor Bahru, Johor at least forty-eight (48) hours before the time appointed for holding the
meeting or adjourned meeting at which the person named in such instrument proposes to vote.
(vi)
In respect of deposited securities, only members whose names appear on the Record of Depositors on 19 September 2014,
shall be eligible to attend the meeting or appoint proxy(ies) to attend and/or vote on his behalf.