NCK-AnnualReport 2001 (415KB) PDF

CONTENTS
Annual Report 2001
Notice of Annual General Meeting Statement Accompanying Notice of Annual General Meeting Corporate Structure Corporate Information Profile of the Board of Directors Audit Committee Report Corporate Governance Statement Statement of Directors Responsibilities Chairmans Statement Directors Report Statement by Directors and Statutory Declaration Report of the Auditors Balance Sheets Income Statements Statement of Changes in Equity Consolidated Cash Flow Statement Cash Flow Statement Notes to the Financial Statements Shareholding Statistics Properties Owned by the Group Form of Proxy
2 3 5 6 7 10 13 18 20 22 28 29 31 32 33 34 35 36 66 69
N C K C O R P O R AT I O N B E R H A D ( 1 3 2 2 4 8 - V )
(Special Administrators Appointed)
Incorporated In Malaysia
NOTICE OF ANNUAL GENERAL MEETING
Annual Report 2001
NOTICE IS HEREBY GIVEN THAT the Sixteenth Annual General Meeting of the Company will be held at the Conference Room, 3rd Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur on Wednesday, 26 December 2001 at 10.00 a.m. to transact the following businesses:AGENDA ORDINARY BUSINESS 1. 2. 3. 4. 5. To receive and adopt the Audited Accounts of the Company for the year ended 30 June 2001 and the Reports of the Directors and Auditors thereon. To approve the payment of Directors fees in respect of the financial year ended 30 June 2001. To re-elect Mr Yap Tat Meng who retires by rotation in accordance with Article 105 of the Articles of Association of the Company and being eligible offer himself for re-election. To re-elect Madam Yong Shin Ming who retires in accordance with Article 88 of the Articles of Association of the Company and being eligible offer herself for re-election. To consider and if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:THAT Mr Ng Choo Kwan who is over the age of seventy (70) years and retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-elected a Director of the Company and to hold office until the conclusion of the next Annual General Meeting. 6. To re-appoint Messrs Ong Boon Bah & Co. as the Companys Auditors and to authorise the Directors to fix their remuneration. (Resolution 6) (Resolution 1) (Resolution 2) (Resolution 3) (Resolution 4) (Resolution 5)
By Order of the Board
YEOH CHONG KEAT (MIA 2736) VOO YIN LING (MAICSA 7016194) Secretaries Kuala Lumpur 28 November 2001
NOTES ON THE APPOINTMENT OF PROXY (i) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy may but need not be a member of the Company. If the Proxy is not a member of the Company, then the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies.
(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. (iii) A member shall be entitled to appoint more than one proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting. A member who appoints two (2) proxies shall specify the proportion of his shareholdings to be represented by each proxy. (iv) The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Registered Office of the Company at 4th Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur or the Companys Share Registrar office at Level 13, Uptown 1, No. 1, Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding this meeting or at any adjournment thereof.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

(Pursuant to Paragraph 8.28(2) of the Listing Requirements of the KLSE)
Annual Report 2001
1. NAME OF INDIVIDUALS WHO ARE STANDING FOR RE-ELECTION

a) b) Mr Yap Tat Meng Madam Yong Shin Ming
Mr Yap Tat Meng is retiring by rotation pursuant to Article 105 of the Companys Articles of Association. Madam Yong Shin Ming is retiring by rotation pursuant to Article 88 of the Companys Articles of Association.
2. DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

Board Meeting For the year ended 30 June 2001, there were only three meetings held. Upon the appointment of Special Administrators on 16 April 2001, there were no more Board Meetings held. Name Mr Ng Choo Kwan Mr Ng Cheng Kiat Mr Siow Chau @ Siau Chan Leong Mr Ng Kiat Bee Mr Ng Kiat Beng YBhg Dato Dr Yahya Bin Omar (Resigned w.e.f. 12 June 2001) Mr Yap Tat Meng (Appointed w.e.f. 14 August 2000) Madam Yong Shin Ming (Appointed w.e.f. 11 June 2001) Attendance 3 2 3 1 0 1 1 0
3. DATE, TIME AND PLACE OF THE BOARD MEETINGS

TYPE OF MEETING Board of Directors Meeting (3/00) DATE Friday, 14 July 2000 TIME 3.00 p.m. PLACE Conference Room, 3 rd Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur Conference Room, 3 rd Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur Conference Room, 3 rd Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur
Board of Directors Meeting (4/00)
Tuesday, 8 August 2000
10.30 a.m.
Board of Directors Meeting (1/01)
Friday, 23 February 2001
3.00 p.m.
STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (contd)

(Pursuant to Paragraph 8.28(2) of the Listing Requirements of the KLSE)
Annual Report 2001
4. FURTHER DETAILS OF INDIVIDUALS WHO ARE STANDING FOR RE-ELECTION AS DIRECTORS

A) Mr Yap Tat Meng Age Nationality Position in the Company Qualification Working Experience and Occupation 39 Malaysian Independent Non-Executive Director Senior Associate Member of the Institute of Bankers (AIBM) Mr Yap was appointed to the Board on 14 August 2000. Currently, he is running the Investment Consultancy Practice. He is also the Chairman of Audit Committee of NCK Corporation Berhad (Special Administrators Appointed). He was also the Vice President in Corporate Banking Division of Credit Industrial et Commercial (an international bank incorporated in France). He has been in the banking and finance institute for the past 20 years. None None
Other directorships of public companies Securities holdings in the Company and its subsidiaries
Family relationship with any director and or major shareholder of the Company None Conflict of Interest with the Company List of convictions for offences within the past 10 years other than traffic offences or negative statement B) Madam Yong Shin Ming Age Nationality Position in the Company Qualification 42 Malaysian Independent Non-Executive Director Member of the Institute of Accountant (RA) and Fellow Member of the Chartered Association of Certified Accountant, UK (FCCA) Madam Yong was appointed to the Board on 11 June 2001. She is currently work as a consultant. Prior to that, she was with a medium-sized firm in London as Chartered Certified Accountant, as Accountant of Hong Leong Credit (M) Bhd, Zalik Securities Sdn Bhd and a Finance Manager of Halim Securities Sdn Bhd None None None
None
Working Experience and Occupation
Other directorships of public companies Securities holdings in the Company and its subsidiaries
Family relationship with any director and or major shareholder of the Company None Conflict of Interest with the Company List of convictions for offences within the past 10 years other than traffic offences or negative statement None
None
CORPORATE STRUCTURE
Annual Report 2001
NCK CORPORATION BERHAD

100% Ng Choo Kwan & Son Realty Sdn Bhd 100% Besi Lindung Sdn Bhd 75% NCK Metal Sdn Bhd
60% Minajaya Sdn Bhd 100% NCK Wire Products Sdn Bhd
65% NCK-Astarlite Sdn Bhd (wound up by an order of the High Court on 18/09/2001)
100% NCK Technology Sdn Bhd
85% Pavbloc Sdn Bhd
85% One-Two Marketing Sdn Bhd
90% One-Two Marketing (East-Coast) Sdn Bhd
100% NCK Aluminium Extrusion Sdn Bhd

100% NCK Marketing Sdn Bhd
100% Australian Parquet Marketing (M) Sdn Bhd
100% Ng Choo Kwan & Sons Hardware Sdn Berhad

51% Ng Choo Kwan (MT) Sdn Bhd
100% Hasrat Teguh Sdn Bhd
35% Fook Chuan Trading Sdn Bhd

70% Australian Parquet Manufacturing (M) Sdn Bhd
100% Super Bangunan Sdn Bhd 69% Kenangan Panorama Sdn Bhd
100% NCK Development Sdn Bhd
50% Khazanah Wangsa Sdn Bhd
51% Fook Chuan Hardware Sdn Bhd
60% Wang Dynasty Restaurant Sdn Bhd
100% Nusantara Kukuh Sdn Bhd
100% Hock Hup Developments (Sendirian) Bhd
65% C. T. Yap Enterprise Sdn Bhd
51% Perumahan NCK Sdn Bhd
100% Multi-Success Builder Sdn Bhd
100% Ratu Hasrat Sdn Bhd
CORPORATE INFORMATION
Annual Report 2001
SPECIAL ADMINISTRATORS YBHG DATO NORDIN BIN BAHARUDDIN MR ADAM PRIMUS VARGHESE BIN ABDULLAH MADAM WONG LAI WAH BOARD OF DIRECTORS MR NG CHOO KWAN (Executive Chairman) MR SIOW CHAU @ SIAU CHAN LEONG (Executive Deputy Chairman) MR NG CHENG KIAT (Group Managing Director / Chief Executive Officer) YBHG DATO DR YAHYA BIN OMAR (resigned w.e.f. 12.06.2001) MR NG KIAT BEE MR NG KIAT BENG MR YAP TAT MENG (appointed w.e.f. 14.08.2000) MADAM YONG SHIN MING (appointed w.e.f. 11.06.2001) AUDIT COMMITTEE MR YAP TAT MENG (Chairman of the Committee/Independent Non-Executive Director) MR NG CHENG KIAT (Group Managing Director/ Chief Executive Officer) MADAM YONG SHIN MING (Independent Non-Executive Director) COMPANY SECRETARIES MR YEOH CHONG KEAT MIA 2736 MS VOO YIN LING MAICSA 7016194 AUDITORS MESSRS ONG BOON BAH & CO REGISTERED OFFICE 4th Floor, Wisma NCK 3 Lot 45A, Section 92A, Batu 31/2 Jalan Sungei Besi 57100 Kuala Lumpur Tel: 03-79812299 Fax: 03-79818492 REGISTRAR PFA Registration Services Sdn Bhd Level 13, Uptown 1 1, Jalan SS 21/58, Damansara Uptown 47400 Petaling Jaya, Selangor Darul Ehsan Tel: 03-77254888 Fax: 03-77222311 STOCK EXCHANGE LISTING Main Board of the Kuala Lumpur Stock Exchange
PROFILE OF THE BOARD OF DIRECTORS
Annual Report 2001
NG CHOO KWAN Executive Chairman Mr Ng Choo Kwan, aged 80, a Malaysian, was appointed to the Board of NCK Corporation Berhad (Special Administrators Appointed) on 10 December 1992. He is the founder of NCK Group with 40 years of experience in the hardware and building material industry. He also sits on the Board of various other private companies giving advice and guidance. He does not have any other directorships of public companies. Mr Ng Choo Kwan is the father of Mr Ng Cheng Kiat, Mr Ng Kiat Bee, Mr Ng Kiat Beng and father in-law of Mr Siow Chau @ Siau Chan Leong. He has no conflict of interest with the Company except as disclosed in the financial statements of NCK Corporation Berhad (Special Administrators Appointed) and had no convictions for offences within the past 10 years. He attended all the three Board Meetings of the Company held in the financial year ended 30 June 2001. SIOW CHAU @ SIAU CHAN LEONG Executive Deputy Chairman Mr Siow Chau @ Siau Chan Leong, aged 57, a Malaysian, was appointed to the Board of NCK Corporation Berhad (Special Administrators Appointed) on 10 December 1992. He joined NCK Group in 1976. He is one of the pioneer staff of the Group and has been in the hardware and building material industry for the past 33 years. He has vast business contacts and is in charge of the trading activities of various subsidiaries of the Group. Currently, he also sits on the Board of UCP Resources Berhad and several private limited companies. Mr Siow Chau @ Siau Chan Leong is the son in-law of Mr Ng Choo Kwan. He has no conflict of interest with the Company except as disclosed in the financial statements of NCK Corporation Berhad (Special Administrators Appointed) and had no convictions for offences within the past 10 years. He attended all the three Board Meetings of the Company held in the financial year ended 30 June 2001. NG CHENG KIAT Group Managing Director/Chief Executive Officer Mr Ng Cheng Kiat, aged 48, a Malaysian, was appointed to the Board of NCK Corporation Berhad (Special Administrators Appointed) on 10 December 1992. He joined NCK Group in 1975 and he is a member of Audit Committee of NCK Corporation Berhad (Special Administrators Appointed). He has been in the hardware industry for the past 26 years and has assisted in the expansion of the Groups business especially in corporate activities. He holds a MBA in Finance from University of Hull, United Kingdom and is a member of the Malaysian Institute of Management. He is also an associate member of the Institute of Personnel Management and an associate member of the Institute of Training and Development. Currently, he sits on the Board of UCP Resources Berhad and several private limited companies. Mr Ng Cheng Kiat is the son of Mr Ng Choo Kwan. He has no conflict of interest with the Company except as disclosed in the financial statements of NCK Corporation Berhad (Special Administrators Appointed) and had no convictions for offences within the past 10 years. Of the three Board Meetings of the Company held in the financial year ended 30 June 2001, Mr Ng Cheng Kiat attended all except for one for which he had extended his apologies. Pursuant to contract of service dated 15 July 1993, Mr Cheng Kiat does not retire in accordance with Paragraph 7.28 of the KLSE Listing Requirements.
PROFILE OF THE BOARD OF DIRECTORS (contd)
Annual Report 2001
MR NG KIAT BEE Executive Director Mr Ng Kiat Bee, aged 46, a Malaysian, was appointed to the Board of NCK Corporation Berhad (Special Administrators Appointed) on 8 December 1994. He joined NCK Group in 1973. He is currently the Executive Director of NCK Corporation Berhad (Special Administrators Appointed) and he has 25 years of experience in building materials industry. Apart from being a Board Member of NCK, he also sits on the Board of several other private limited companies. Mr Ng Kiat Bee is the son of Mr Ng Choo Kwan. He has no conflict of interest with the Company except as disclosed in the financial statements of NCK Corporation Berhad (Special Administrators Appointed) and had no convictions for offences within the past 10 years. Of the three Board Meetings of the Company held in the financial year ended 30 June 2001, Mr Ng Kiat Bee attended all except for two for which he had extended his apologies. MR NG KIAT BENG Executive Director Mr Ng Kiat Beng, aged 45, a Malaysian, was appointed to the Board of NCK Corporation Berhad (Special Administrators Appointed) on 10 December 1992. He joined the NCK Group in 1975 and is currently the Executive Director of NCK Corporation Berhad (Special Administrators Appointed). He has been in the hardware industry for the past 24 years and he is in charge of promoting sales to the Eastern Region of Peninsular Malaysia. Apart from being a Board member of NCK, he is an alternate director to Mr Ng Cheng Kiat in UCP Resources Berhad and sits on the Board of several other private companies. Mr Ng Kiat Beng is the son of Mr Ng Choo Kwan. He has no conflict of interest with the Company except as disclosed in the financial statements of NCK Corporation Berhad (Special Administrators Appointed) and had no convictions for offences within the past 10 years. He failed to attend all the three Board Meetings of the Company held in the financial year ended 30 June 2001 for which he had extended his apologies. YAP TAT MENG Independent Non-Executive Director Mr Yap Tat Meng, aged 39, a Malaysian, was appointed to the Board of NCK Corporation Berhad (Special Administrators Appointed) on 14 August 2000 as an Independent Non-Executive Director. He is also the Chairman of the Audit Committee of NCK Corporation Berhad (Special Administrators Appointed). He is a Senior Associate Member of the Institute of Bankers (AIBM). He was also the Vice President in Corporate Banking Division of Credit Industriel et Commercial (an international bank incorporated in France). He has been in the banking and finance institute for the past 20 years. Currently, he is running an Investment Consultancy Practice. He does not have any other directorships of public companies. Mr Yap Tat Meng does not have any family relationship with any director and/or major shareholders of the Company. He has no conflict of interest with the Company and had no convictions for offences within the past 10 years. As he was only appointed on 14 August 2000, he attended one Board Meeting of the Company held in the financial year ended 30 June 2001.
PROFILE OF THE BOARD OF DIRECTORS (contd)
Annual Report 2001
YONG SHIN MING Independent Non-Executive Director Madam Yong Shin Ming, aged 42, a Malaysian, was appointed to the Board of NCK Corporation Berhad (Special Administrators Appointed) on 11 June 2001 as an Independent Non-Executive Director. She is also a member of Audit Committee of NCK Corporation Berhad (Special Administrators Appointed). She is a member of Malaysia Institute of Accountant (RA) and fellow member of The Chartered Association of Certified Accountants, UK (FCCA). Currently, she worked as a consultant. Prior to that, she was with a medium-sized firm in London as Chartered Accountant. She had also served as an Accountant of Hong Leong Credit (M) Bhd, Zalik Securities Sdn Bhd and Finance Manager of Halim Securities Sdn Bhd. She does not have any other directorships of public companies. Madam Yong Shin Ming does not have any family relationship with any director and/or major shareholders of the Company. She has no conflict of interest with the Company and had no convictions for offences within the past 10 years. No Board Meetings were held after her appointment on 11 June 2001. A total of three Board of Directors Meeting were held at the Conference Room, 3rd Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur during the financial year ended 30 June 2001. Details of attendance of Directors standing for re-election are as follow :-
NAME OF DIRECTORS Mr Ng Choo Kwan
NO OF MEETINGS ATTENDED 3
DATE AND TIME - Friday, 14 July 2000 at 3.00 p.m. - Tuesday, 8 August 2000 at 10.30 a.m. - Friday, 23 February 2001 at 3.00 p.m. - Friday, 14 July 2000 at 3.00 p.m. - Tuesday, 8 August 2000 at 10.30 a.m. - Friday, 23 February 2001 at 3.00 p.m. - Friday, 14 July 2000 at 3.00 p.m. - Friday, 23 February 2001 at 3.00 p.m. - Friday, 23 February 2001 at 3.00 p.m. - Friday, 23 February 2001 at 3.00 p.m. -
Mr Siow Chau @ Siau Chan Leong
Mr Ng Cheng Kiat Mr Ng Kiat Bee Mr Ng Kiat Beng Mr Yap Tat Meng Madam Yong Shin Meng
2 1 0 1 0
AUDIT COMMITTEE REPORT
Annual Report 2001
1) COMPOSITION OF AUDIT COMMITTEE

CHAIRMAN Mr Yap Tat Meng (Independent Non-Executive Director) MEMBER Madam Yong Shin Ming (Independent Non-Executive Director) Mr Ng Cheng Kiat (Group Managing Director/Chief Executive Officer) SECTRETARY Ms Voo Yin Ling
2) TERMS OF REFERENCE
i) COMPOSITION The Committee shall be appointed by the Board and shall consist of not less than 3 members of whom a majority (including the Chairman) shall be Independent Non-Executive Directors. ii) MEETINGS The Committee shall meet not less than 3 times a year. The External Auditors, Internal Auditors or management may request a meeting if they consider one is necessary. iii) AUTHORITY The Audit Committee shall be granted the authority to investigate any activity of the Company and its subsidiaries and all employees shall be directed to co-operate as requested by members of the Committee. The Committee is also authorised to obtain outside legal or other independent professional advice from persons with relevant experience and expertise as it considers necessary. iv) FUNCTIONS The duties of the Committee shall be :To recommend the appointment of the External Auditors, the audit fee, and any questions of resignation or dismissal; To discuss with the External Auditors before the audit commences the nature and scope of the audit, and to ensure co-ordination where more than one audit firm is involved; To review the quarterly and annual financial statements before submission to the Board, focusing particularly on :- any changes in accounting policies and practices - major judgemental areas resulting from the audits - significant adjustments resulting from the audits - the going concern assumption - compliance with accounting standards - compliance with stock exchange and legal requirements
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AUDIT COMMITTEE REPORT (contd)
Annual Report 2001
To discuss problems and reservations arising from the interim and final audits, and any matters the Auditors may want to discuss (in the absence of management where necessary); To review the internal programme, consider the findings of internal audit investigations and managements response, and ensure co-ordination between the Internal and External Auditors; To keep under review the effectiveness of internal control systems and in particular, review the External Auditors management letter and managements response. To appoint and accept resignation of the Head of Internal Audit. In order to safeguard the independence of the Internal Audit function, the Head of Internal Audit reports directly to the Audit Committee and can only be removed from his position by the Audit Committee on grounds of gross negligence; To ensure that the Internal Audit Department be adequately resourced to carry out its function; To ensure that the Internal Audit Department be given wide authority to access any documents and conduct investigations within the Group on any matters pertaining to Internal Control and Corporate Governance; To consider any related party transactions that may arise within the company or group; To consider risk assessment and other topics, as defined. REPORTING PROCEDURES The Secretary shall circulate the minutes of meetings of the Committee to all members of the Board.
3) NUMBER OF AUDIT COMMITTEE MEETINGS HELD IN THE FINANCIAL YEAR AND ATTENDANCE OF EACH MEMBER.
The Audit Committee met 5 times in the period. The details of the meeting is listed below :ATTENDANCE Mr Yap Tat Meng (Independent Non-Executive Director) YBhg Dato Dr Yahya Bin Omar (Independent Non-Executive Director) - resigned w.e.f. 12 June 2001 Mr Ng Cheng Kiat (Group Managing Director/ Chief Executive Officer) Madam Yong Shin Ming (Independent Non-Executive Director - Appointed w.e.f. 11 June 2001 TOTAL NUMBER OF MEETING 5 MEETING ATTENDED BY DIRECTORS 5
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AUDIT COMMITTEE REPORT (contd)
Annual Report 2001
4) SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

During the year, the Audit Committee reviewed and appraised the annual audit plan and audit reports prepared by the Internal Auditors. The Committee also appraised the adequacy of actions taken by the Management in resolving the reported audit issues and in implementing suggested improvement measures. On quarterly basis and financial year end the Committee reviewed the financial statements prepared by the Management for proper approval by the Board on its announcements. Any significant issues resulting from the audit of the financial statements by the External Auditors were noted by the Committee. The Committee, at the conclusion of each meeting, recommended the Management to improve on internal controls, procedures and systems of the Company, where deemed appropriate.
5) SUMMARY OF ACTIVITIES OF THE GROUP INTERNAL AUDIT DEPARTMENT

The Group Internal Audit Department is headed by an Internal Audit Manager who is a qualified accountant registered with the Malaysian Institute of Accountants. The Internal Audit Department is responsible in providing independent assessment for adequate, efficient and effective internal control systems in anticipating potential risks exposures over key business processes within the Group. Throughout the financial year, audit assignments, namely compliance and operational audits, investigation and follow up were carried out on subsidiaries and associate companies. Areas audited included inventory, assets management, purchasing, credit monitoring, operations, cash collections and human resource management. These were carried out in accordance with the annual audit plan or as special ad-hoc audit at Managements request. The resulting reports of the audits undertaken were presented to the Audit Committee and forwarded to the Management concerned for attention and necessary actions. The Management is responsible for ensuring that corrective actions on reported weaknesses as recommended is taken within the required timeframe. The management is also responsible for ensuring that a written report on action planned or completed is sent to the Chairman of the Audit Committee, Operation Directors and the Head of Internal Audit.
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CORPORATE GOVERNANCE STATEMENT
Annual Report 2001
Adoption of the Malaysian Code on Corporate Governance In March 2000, the Finance Committee on Corporate Governance issued the Malaysian Code on Corporate Governance (Code). The Code sets out principles and best practices on structures and processes that companies may use in their operations towards achieving the optimal governance framework. The Code recommends listed companies include in their Annual Report a narrative statement of how they have applied the principles set out in the Code to their particular circumstances. It also recommends that listed companies report the extent which they have complied with the best practices described by the Code and to explain any circumstances justifying departure from such best practices. The Board of Directors are committed to ensuring the highest standards of corporate governance are practiced throughout the Group as a fundamental part of discharging their responsibility to protect and enhance shareholders value. To this end, the Board fully supports the recommendations of the Code. The Kuala Lumpur Stock Exchange (KLSE) listing requirements have also been amended to require the Board of Directors to make statements in the Annual Report in relation to a listed issuers compliance with the Code. Set out below is a description of how the Group has applied the principles set out in the Code. Except for the matters referred to immediately below in paragraph 1) to 2), the Board of Directors have substantially complied with the best practices provisions set out in the Code throughout the 12 months ended 30 June 2001: 1) 2) A Nomination Committee consisting of Independent Directors will be set up in the 2002 Financial Year. A Remuneration Committee consisting of Independent Directors will also be set up in the 2002 Financial Year.
Below describes how the Group has applied the principles as set out in Part 1 of the Code. A) Directors 1) The Board The Board consist of 7 members including 2 Independent Non-Executive Directors and 5 Executive Directors. A brief background of each Director is presented on pages 7, 8 and 9: During the 12 months ended 30 June 2001, the Board met 3 times. The details of attendance of Directors at Board Meeting is presented on page 3. In April 2001, Special Administrators were appointed to NCK Corporation Bhd (Special Administrators Appointed) pursuant to the Pengurusan Danarharta Nasional Act, 1998. As a result, the powers of the Board have been suspended. 2) Board Balance The Board has currently 7 members, comprising of 5 Executive Directors and 2 Independent Non-Executive Directors. Together the Directors have a wide range of business and financial experience relevant to the direction of the Group. A brief description of the background of each Director is presented on pages 7, 8 and 9. There is a clear division of responsibilities between the Chairman and the Group Managing Director to ensure that there is a balance of power and authority.
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CORPORATE GOVERNANCE STATEMENT (contd)
Annual Report 2001
There is also balance in the Board because of the presence of Independent Non-Executive Directors. The role of Independent Non-Executive Directors is particularly important in ensuring that the long term interest of shareholders, employees, customers, suppliers and the many communities in which the Group conducts business are being looked after. Madam Yong Shin Ming who is a qualified Accountant acts as Senior Independent Non- Executive Director. Any concerns regarding the Group may be conveyed to her. While the Company has a holding company, the investment of minority shareholders is fairly reflected through Board represen tation via the Independent Directors. 3) Supply of Information All Directors have access to monthly Management Accounts of the Group and are briefed by the Group Accountant on a regular basis, in sufficient time, before Board Meetings. In addition, there is a schedule of matters reserved specifically for the Boards decision. The Board have approved a procedure for Directors, whether as a full Board or in their individual capacity to take independent advice, where necessary, in the furtherance of their duties and at the Groups expense. All Directors have access to the services of the Company Secretary. 4) Appointment to the Board As an integral element of the process of appointing new Directors, the Board ensures that there is an orientation and education program for new Board Members. 5) Re-election In accordance with the Companys Articles of Association, all Directors who are appointed by the Board are subject to election by shareholders at the first opportunity after their appointment. The Articles also provide that at least one third of the remaining Directors be subject to re-election by rotation at each Annual General Meeting. B) Directors Remuneration 1) The level and make up of remuneration The determination of the remuneration of the Executive Directors is a matter for the Board and is based on the performance of the respective Executive Directors. Fees payable to Non-Executive Directors is determined by the Board after considering comparable organizations. The Company reimburses reasonable expenses incurred by these Directors in the course of their duties as Directors. 2) Procedure Directors do not participate in decisions on their own remuneration packages. The determination of the remuneration of Executive Directors is a matter for the Board as a whole. Fees payable to Non-Executive Directors is determined by the Board after considering comparable organisations. 3) Disclosure The details of the remuneration of each Director during the 12 months period are shown on page 18.
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Annual Report 2001
C) Shareholders 1) Dialogue between companies and investors Directors will meet with Stakeholders at each general meeting. 2) The AGM Notice of the Annual General Meeting and related papers are sent out to shareholders at least 14 days before date of the meeting. At each Annual General Meeting, the Board presents the progress and performance of the business and encourages shareholders to participate in the question and answer session. Executive Directors and, where appropriate, the Chairman of the Audit Committee are available to respond to shareholders questions during the meeting. Where appropriate, the Board will undertake to provide a written answer to any significant question that cannot be readily answered on the spot. D) Accountability and audit 1) Financial Reporting. In presenting the annual financial statements and quarterly announcements to shareholders, the Directors aim to present a balanced and understandable assessment of the Groups position and prospects. The statement of Directors pursuant to Section 169 of the Companies Act 1965 is set out on page 28 of this Annual Report. 2) Internal Control The Directors acknowledge their responsibility for the Groups system of internal controls covering not only financial controls but also operational and compliance controls as well as risk management. The internal control system involves each business and key management from each business, including the Board, and designed to meet the Groups particular needs and to manage the risks to which it is exposed. The system, by its nature, can only provide reasonable but not absolute assurance against misstatement or loss. The Group is in the process of reviewing the adequacy and integrity of the Groups system of internal controls and expects to complete this review by the end of financial year 2002. The key elements of the Groups internal controls system are described below:
q
Clearly defined delegation of responsibilities to committees of the full Board and to operating units, including authorisation levels for all aspects of the business which are set out in an authority matrix. Clearly documented internal procedures. Regular internal audit visits which monitor compliance with procedures and assess the integrity of financial information. Regular and comprehensive information provided to management, covering financial performance and key business indicators, such as staff utilisation and cash flow performance. A detailed budgeting process where operating units prepare budgets for the coming year which are approved both at operating unit level and by the Special Administrators and full Board. Monthly monitoring of results against budget, with major variances being followed up and management action taken, where necessary. Regular visits to operating units by members of the Board, senior management and the Special Administrators.
q q
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Annual Report 2001
3)
Relationship with the auditors. The role of the Audit Committee in relation to the external auditors is stated in the Audit Committees terms of reference on pages 10 and 11.
The Board is also of the view that they have substantially complied with Part 2 Best Practices Provisions of the Code. PART 2 AA Board of Directors 1) Principle responsibilities of the Board In April 2001, Special Administrators were appointed to NCK Corporation Bhd (Special Administrators Appointed) pursuant to the Pengurusan Danarharta Nasional Act 1998. As a result the powers of the Board have been suspended. 2) Chairman & CEO There is separation in the role of Chairman and the CEO to ensure check and balance. 3) Board Balance One third of the Board consist of Independent Directors. PART 2 AA IV,V,VI,VII The roles of Chairman and CEO are separated. The Board has also identified a senior Independent Non Executive Director- Madam Yong Shin Ming in the annual report to whom concerns from shareholders and the public may be conveyed. One third of the Board consist of Independent Non-Executive Directors. PART 2 AA VIII,IX,X,XI,XI,XII,XIII A Nomination Committee consisting of Independent Directors will be set up in the 2002 Financial Year. All newly appointed Directors will undergo an orientation and education program. PART 2 AA XIV The Board and Audit Committee meets regularly with due notices of issues to be discussed. Details of the number of Board and Audit Committee meetings are on pages 9 and 11 respectively. PART 2 AA XV There is a formal schedule of matters reserved specifically for the Boards decision. PART 2 AA XVI The Board as a whole develop with the CEO the corporate objectives which the CEO is responsible for meeting. PART 2 AA XVII,XVIII All Directors have access to monthly Management Accounts of the Group and are briefed by the Group Accountant on a regular basis, in sufficient time, before Board and Audit Committee Meetings.
16
Annual Report 2001
PART 2 AA XIX All Directors have access to all information within the company whether as a full board or in their individual capacity, in furtherance of their duties. PART 2 AA XX The Board have approved a procedure for Directors, whether as a full Board or in their individual capacity to take independent advice, where necessary, in the furtherance of their duties and at the Groups expense. PART 2 AA XXI, XXII All Directors have access to the services of a qualified and experienced Company Secretary. PART 2 AA XXIII The Board has appointed an Audit Committee with its terms of reference as set out on pages 10 and 11. A Nomination Committee will be set up in the 2002 Financial Year. PART 2 AA XXIV A Remuneration Committee will Shareholders, Stakeholders and general public at each general meeting. PART 2 BB I, II, III, IV, V, VI, VII, VIII The terms of reference of the Audit Committee are on pages 10 and 11. PART 2 CC Shareholders The relationship between the Board and Shareholders. Directors will meet with Shareholders, Stakeholders and general public at each general meeting. The Board acknowledges that it has collective responsibility for the preparation of the Annual Audited Accounts. The Directors acknowledge their responsibility for the Groups system of internal controls covering not only financial controls but also operational and compliance controls as well as risk management. The internal control system involves each business and key management from each business, including the Board, and designed to meet the Groups particular needs and to manage the risks to which it is exposed. The system, by its nature, can only provide reasonable but not absolute assurance against misstatement or loss. The Group is in the process of reviewing the adequacy and integrity of the Groups system of internal controls and expects to complete this review by the end of financial year 2002. In accordance with a resolution of the Board of Directors dated 12 November 2001.
Mr Ng Choo Kwan
Mr Ng Cheng Kiat
17
STATEMENT OF DIRECTORS RESPONSIBILITIES

(Pursuant to Paragraph 15.27(a) of the Listing Requirements of the KLSE)
Annual Report 2001
The Directors are required by law to prepare financial statements for each financial year which give a true and fair view of the state of affairs of the Group and of the Company as at the end of financial year end and of the results and cash flows of the Group and of the Company for the financial year. The Directors are satisfied that in preparing the financial statements of the Group for the year ended 30 June 2001, the Group has used the appropriate accounting policies and applied them consistently and prudently. The Directors also consider that all relevant accounting standards have been followed in the preparation of these financial statements.
ADDITIONAL COMPLIANCE INFORMATION

1. DIRECTORS REMUNERATION The details of the remuneration for Directors of the Company comprising remuneration received/receivable from the Company and subsidiary companies during the financial year ended 30 June 2001 are as follows :Aggregate remuneration of Directors categorised into appropriate components :Emoluments RM Non-Executive Directors Executive Directors 874,840 Bonus RM Benefits in Kind RM Fees RM 7,500 Total RM 7,500 874,840
The number of Directors of the Company whose total remuneration fall within the following bands :Number of Directors Range of remuneration Below RM50,000 RM50,001 to RM100,000 RM100,001 to RM150,000 RM150,001 to RM200,000 RM200,001 to RM250,000 RM250,001 to RM300,000 RM300,001 to RM350,000 Executive 3 1 1 Non-Executive -
2. TOTAL NUMBER FINANCIAL YEAR
OF BOARD
MEETINGS
HELD
DURING THE
There were three Board Meetings of the Company held in the financial year ended 30 June 2001.
18
STATEMENT OF DIRECTORS RESPONSIBILITIES (contd)

(Pursuant to Paragraph 15.27(a) of the Listing Requirements of the KLSE)
Annual Report 2001
3. PENALTIES IMPOSED ON NCK CORPORATION BERHAD (SPECIAL ADMINISTRATORS APPOINTED) AND ITS SUBSIDIARIES FROM 1 JULY 2001 TO 30 JUNE 2001
Among the NCK Group, two (2) subsidiaries were penalised RM50.00 each by the Registrar of Companies under Section 369 of the Companies Act, 1965.
4. MATERIAL CONTRACTS
Besides the following material contract, there were no other material contracts of the Company and subsidiaries involving directors and substantial shareholders, either still subsisting at the end of the financial year or entered into since the end of the previous financial year:Settlement Agreement dated 14 April 2001 between Ng Choo Kwan & Sons Hardware Sdn Berhad (Special Administrators Appointed) (NCKH). UCP Geotechnics (M) Sdn Bhd (UCP Geotechnics) and UCP Manufacturing (M) Sdn Bhd (UCP Manufacturing) for settlement of RM2,188,852.22 (Total Debts) consisting of RM1,397,410.38 (Outstanding Debts) being principal and interest owing to NCKH as at 30 June 2000 and RM791,441.81 (Assigned Debts) being partial principal sum owing by UCP Geotechnics and UCP Manufacturing to Fook Chuan Trading Sdn Bhd assigned to NCKH by a Deed of Assignment of Debt of even date. UCP Geotechnics and UCP Manufacturing proposed to jointly settle the Total Debts in the following manner:a) UCP Geotechnics shall sell, transfer and/or assign to the Company and/or its nominee(s) the three units of shop offices at Parcel No. 3/Lot 6-G, No. 3A/Lot 28-G and No. 5/Lot 30-G, Sri Desa Entrepreneurs Park for the consideration sum of RM340,000.00 only for each unit, the total consideration being RM1,020,000.00 (the First Consideration Sum) and UCP Manufacturing shall sell, transfer and/or assign to the Company and/or its nominee(s) the two Industrial Lots at IL-1943 and Lot IL-1944, Bukit Beruntung Selangor for the consideration sum of RM698,335.00 and RM478,918.00 respectively, the total consideration being RM1,177,253.00 only (the Second Consideration Sum). The total of the First and Second Consideration Sum shall be RM2,197,253.00 only (Total Consideration Sum). The difference between the Total Consideration Sum and the Total Debts amounted to RM8,400.78 only (the difference) shall be settled by NCKH to UCP Manufacturing and UCP Geotechnics by setting off the same against the payment for goods supplied by NCKH to them from the date thereof.
b)
19
CHAIRMANS STATEMENT
Annual Report 2001
On behalf of the Board of Directors, I hereby present the Annual Report and Financial Statements of the Group for the financial year ended 30 June 2001.
FINANCIAL RESULTS
For the financial year ended 30 June 2001, the Group registered a loss before taxation of RM154.18 million on a Group turnover of RM154.88 million. The group turnover of RM154.88 million is a significant decrease of approximately 31% from that of the previous year of RM223.48 million. This drop in Group turnover is attributed to the severe liquidity conditions experienced by the Group and the unfavourable conditions in the construction industry during the financial period under review. The Groups loss before taxation of RM154.18 million is significantly higher than the RM75.67 million registered for the previous year. The Group has made substantial provisions for doubtful debts, stock obsolescence, write downs on book values of property plant & equipment, provisions for foreseeable losses on land & development expenditure and provision for diminution in value of quoted investments during the financial period under review. These provisions have in total accounted for approximately RM81.28 million of the current year losses before taxation registered by the Group.
APPOINTMENT OF SPECIAL ADMINISTRATORS

Pengurusan Danaharta Nasional Berhad (Danaharta) had on 16 April 2001 appointed YBhg Dato Nordin Bin Baharuddin, Mr Adam Primus Varghese Bin Abdullah and Madam Wong Lai Wah of Messrs Ernst & Young as Special Administrators of the Company pursuant to Section 24 of the Pengurusan Danaharta Nasional Berhad Act 1998 (Danaharta Act). Danaharta had on 11 October 2001 further appointed the abovenamed YBhg Dato Nordin bin Baharuddin, Mr Adam Primus Varghese Bin Abdullah and Madam Wong Lai Wah as Special Administrators to 5 subsidiary companies namely NCK Metal Sdn Bhd, Ng Choo Kwan & Sons Hardware Sdn Berhad, Fook Chuan Trading Sdn Bhd, NCK Aluminium Extrusion Sdn Bhd and NCK Wire Products Sdn Bhd pursuant to Section 24 of the Danaharta Act. With these appointments, the Special Administrators assume control of the assets and affairs of the Company and the 5 subsidiary companies mentioned above. The powers of the Management and the Board of Directors have been suspended and only the Special Administrators can deal with the assets of the Company and the 5 subsidiaries. A 12 months moratorium takes effect from the dates of appointment and during this period no creditors may take any action against the Company or the 5 subsidiaries. The Special Administrators are presently carrying out a review on the Company to determine the best manner to regularise its financial condition. Thereafter, the Special Administrators will prepare a workout proposal which must be examined by an Independent Advisor and Danaharta. Pursuant to Section 46 of the Danaharta Act, the workout proposal once duly approved by Danaharta, will be submitted to the secured creditors, if any, for their consideration and approval. The workout proposal once approved pursuant to Sections 45 and 46 of the Danaharta Act, will then be implemented. Relevant regulatory approvals must also be obtained.
20
CHAIRMANS STATEMENT (contd)
Annual Report 2001
DIVIDEND
The Board is not recommending any dividend for the financial year under review.
PROSPECTS
The prospects of the Company and of the Group are dependent upon the general economic outlook and the successful and timely implementation of the Companys and the Groups critical initiatives. These critical initiatives include amongst others, briefings for interested parties to sudmit offers to acquire the businesses and / or assets of the Company and the Group. The Special Administrators are currently reviewing the offers / proposals submitted to them and will thereafter prepare a workout proposal which must be examined by an Independent Advisor and Danaharta. However should the Company and the Group fail to achieve within the anticipated time frame, its critical initiatives, which are dependent upon the yet to be proposed workout plan, the assets of the Company and the Group would have to be written down to its estimated realisable value and further provisions made for foreseeable liabilities.
DIRECTORATE
The Board is pleased to welcome Madam Yong Shin Ming who joined the Board as an Independent Non-Executive Director on 11 June 2001. We would also thank YBhg Dato Dr Yahya Bin Omar, who resigned from the Board on 12 June 2001 for his contribution to the Group during his tenure of office.
APPRECIATION
On behalf of the Board, I wish to extend my appreciation to our shareholders, bankers and business associates for their continued support of the Group. To the Management and staff, thank you for your hard work and dedication to the Group.
NG CHOO KWAN EXECUTIVE CHAIRMAN
21
DIRECTORS REPORT
Annual Report 2001
The Directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year ended 30th June, 2001.
PRINCIPAL ACTIVITIES
The principal activities of the Company consist of investment holding and the provision of management services. The principal activities of its subsidiary companies are shown in Note 4 to the financial statements. There have been no significant changes in the activities of the Company and of its subsidiary companies during the financial year.
FINANCIAL RESULTS
Group RM Loss before share in results of associated companies Share in results of associated companies Loss before taxation Taxation Loss after taxation (152,835,282) (1,349,352) (154,184,634) (560,087) (154,744,721) Company RM (71,610,121) (71,610,121) (194,268) (71,804,389)
RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the financial statements.
SPECIAL ADMINISTRATORS
The Special Administrators appointed by Pengurusan Danaharta Nasional Berhad are: YBhg Dato Nordin Bin Baharuddin (Appointed on 16.4.2001) Mr Adam Primus Varghese Bin Abdullah (Appointed on 16.4.2001) Madam Wong Lai Wah (Appointed on 16.4.2001)
DIRECTORS
The Directors who served since the date of the last report are: Ng Choo Kwan Ng Cheng Kiat Siow Chau @ Siau Chan Leong Ng Kiat Beng Ng Kiat Bee YBhg Dato Dr Yahya bin Omar Yap Tat Meng Yong Shin Ming
(Resigned on 12.6.2001) (Appointed on 11.6.2001)
22
DIRECTORS REPORT (contd)
Annual Report 2001
DIRECTORS BENEFITS
Since the end of the previous financial year, no Director of the Company has received or become entitled to receive any benefit (other than those disclosed in the financial statements) by reason of a contract made by the Company or a related corporation with any Director or with a firm of which a Director is a member or with a company in which a Director has a substantial financial interest except for the benefits which may be deemed to have arisen by virtue of transactions between the Company and its related companies and companies in which Directors of the Company are substantial shareholders as disclosed in Note 32 to the financial statements. Except for the share options granted pursuant to the Employees Share Option Scheme, neither during nor at the end of the financial year, was the Company a party to any arrangement whose object is to enable Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.
DIRECTORS INTERESTS
The Directors interest in the shares of the Company are as follows: Number of ordinary shares of RM1.00 each As at 1.7.2000 Ng Choo Kwan - direct - deemed interest * Ng Cheng Kiat - deemed interest * * 10,000 17,200,312 17,200,312 Additions Disposals As at 30.6.2001 10,000 17,200,312 17,200,312
Deemed interested by virtue of their shareholdings in Ng Choo Kwan Holdings Sdn Bhd.
The Directors interest in the shares of its related companies are as follows: Number of ordinary shares of RM1.00 each As at 1.7.2000 Direct interest in shares Ng Choo Kwan (MT) Sdn Bhd Siow Chau @ Siau Chan Leong Fook Chuan Hardware Sdn Bhd Ng Choo Kwan Ng Cheng Kiat Siow Chau @ Siau Chan Leong Ng Kiat Beng Ng Kiat Bee Additions Disposals As at 30.6.2001
10,000
10,000
49,000 39,200 24,500 39,200 39,200
49,000 39,200 24,500 39,200 39,200
23
Annual Report 2001
Number of ordinary shares of RM1.00 each As at 1.7.2000 Indirect interest in shares Fook Chuan Hardware Sdn Bhd Ng Choo Kwan Perumahan NCK Sdn Bhd Siow Chau @ Siau Chan Leong Additions Disposals As at 30.6.2001
39,201
39,201
1,440,000
1,440,000
By virtue of their interests in the shares in the Company, Mr Ng Choo Kwan and Mr Ng Cheng Kiat are deemed interested in shares in the subsidiary companies to the extent that the Company has an interest. Other than as disclosed above, the Directors of the Company do not have any other interest in the shares of the Company or its subsidiary companies. Mr Ng Choo Kwan being over the age of seventy years, retires pursuant to Section 129(2) of the Companies Act 1965 and seeks re-election as a Director under the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting. The Director due to retire by rotation in accordance with Article 105 of the Articles of Association of the Company is Mr Yap Tat Meng and, being eligible, offers himself for re-election. In accordance with Article 88 of the Articles of Association of the Company, Madam Yong Shin Ming retires and, being eligible, offers herself for re-election.
EMPLOYEES SHARE OPTION SCHEME

The Companys Employees Share Option Scheme (ESOS) was approved by the Securities Commission on 5th May, 1998 and shareholders at an Extraordinary General Meeting held on 24th December, 1998. The principal features of the Scheme are as follows:i) The eligible persons are local full-time employees (including Executive Chairman and Executive Directors) of the Company and its wholly owned subsidiaries, who are at least eighteen (18) years of age and confirmed employees with at least one (1) year of continuous service, including the service during the probation period as at the Offer Date. The maximum number of new shares to be offered and allotted under the Scheme shall not in aggregate exceed ten percent (10%) of the total issued and paid-up share capital of the Company at any point of time during the existence of the Scheme, which expires on 21st February, 2004.
ii)
iii) The offer price for 1 share of RM1.00 each shall be the average of the mean market quotation of the shares of the Company as shown in the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five (5) market days immediately preceding the Offer Date or the par value of the shares of the Company, whichever is the higher. iv) The shares to be allotted upon any exercise of the option will, upon allotment, rank pari passu in all respects with the existing shares of the Company. The person to whom the options have been granted have no right to participate by virtue of the options in any share issue of any other company.
24
Annual Report 2001
The movement in the number of options granted and exercised pursuant to the ESOS during the financial year are as follows: Option price per share (RM) 1.43 Balance as at 1.7.2000 2,067,000 Balance as at 30.6.2001 2,067,000
Granted on 3.3.1999
Granted -
Exercised -
OTHER STATUTORY INFORMATION

Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonable steps: (a) to ascertain the action taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and (b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records 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: (a) which would render the amounts written off for bad debts or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or (b) which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading; or (c) 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 (d) not otherwise dealt with in this report or the financial statements which 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: (a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or (b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year. No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the 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.
25
Annual Report 2001
In the opinion of the Directors: (a) other than as disclosed in the financial statements, the results of the Groups and of the Companys operations during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and (b) other than as disclosed in the financial statements, there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS
On 16th April, 2001, Pengurusan Danaharta Nasional Berhad had appointed YBhg Dato Nordin Bin Baharuddin, Mr Adam Primus Varghese Bin Abdullah and Madam Wong Lai Wah of Messrs Ernst & Young as Special Administrators of NCK Corporation Berhad pursuant to Section 24 of the Pengurusan Danaharta Nasional Berhad Act 1998. By virtue of the appointment, the Special Administrators assume control of the assets and affairs of the Company. The powers of the management and Board of Directors are suspended and a twelve months moratorium has been placed upon the Company with effect from the date of appointment of Special Administrators. All legal suits against the Company are subject to Section 41 of the Pengurusan Danaharta Nasional Berhad Act 1998 (as amended Danaharta, (Special Administrators)) wherein a moratorium is in existence wherein no proceedings and no execution or other legal process may be commenced or continued except with the prior consent of Danaharta. On 2nd May, 2001, the Special Administrators held a briefing for interested parties to submit offers to acquire the businesses and/or assets of the Company. The interested parties had submitted their proposals on 16th May, 2001. The Special Administrators of the Company are currently reviewing the offers/proposals submitted to them and thereafter, will prepare a workout proposal which must be examined by an Independent Adviser and Danaharta. Pursuant to Section 46 of the Pengurusan Danaharta Nasional Berhad Act 1998 (Danaharta Act), the workout proposal once duly approved by Danaharta, will be submitted to the secured creditors, if any, for their consideration and approval. The workout proposal once approved pursuant to Section 45 and 46 of the Danaharta Act, will then be implemented. Relevant regulatory approvals must also be obtained.
SUBSEQUENT EVENTS
On 11th October, 2001, Pengurusan Danaharta Nasional Berhad had appointed YBhg Dato Nordin Bin Baharuddin, Mr Adam Primus Varghese Bin Abdullah and Madam Wong Lai Wah of Messrs Ernst & Young as Special Administrators to 5 subsidiary companies namely NCK Metal Sdn Bhd, Ng Choo Kwan & Sons Hardware Sdn Bhd, Fook Chuan Trading Sdn Bhd, NCK Aluminium Extrusion Sdn Bhd and NCK Wire Products Sdn Bhd pursuant to Section 24 of the Pengurusan Danaharta Nasional Berhad Act 1998 . By virtue of the appointment, the Special Administrators assume control of the assets and affairs of the abovementioned 5 subsidiary companies. The powers of the management and the Board of Directors are suspended and a twelve months moratorium has been placed upon the above subsidiary companies with effect from the date of appointment of Special Administrators. All legal suits against the above subsidiary companies are subject to Section 41 of the Pengurusan Danaharta Nasional Berhad Act 1998 (as amended Danaharta, (Special Administrators)) wherein a moratorium is in existence wherein no proceedings and no execution or other legal process may be commenced or continued except with the prior consent of Danaharta.
26
Annual Report 2001
AUDITORS
The auditors, Ong Boon Bah & Co, have indicated their willingness to continue in office.
On behalf of the Board,
NG CHOO KWAN Director
NG CHENG KIAT Director
Kuala Lumpur 26th October 2001
27
STATEMENT BY DIRECTORS
Annual Report 2001
We, NG CHOO KWAN and NG CHENG KIAT, being two of the Directors of NCK CORPORATION BERHAD, do hereby state that, in the opinion of the Directors, the financial statements set out on pages 31 to 65 are drawn up in accordance with applicable approved accounting standards issued by the Malaysian Accounting Standards Board (MASB) so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30th June, 2001 and of the results, changes in equity and cash flows of the Group and of the Company for the financial year ended on that date.
On behalf of the Board
NG CHOO KWAN Director
NG CHENG KIAT Director
STATUTORY DECLARATION
I, NG CHENG KIAT, the Director primarily responsible for the financial management of NCK CORPORATION BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 31 to 65 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed NG CHENG KIAT at Kuala Lumpur in the Federal Territory on 26th October 2001.
NG CHENG KIAT
Before me
T. THARUMARAJAH, PPN No: W 096 Commissioner for Oaths Kuala Lumpur

28
REPORT OF THE AUDITORS
Annual Report 2001
TO THE MEMBERS OF NCK CORPORATION BERHAD (Special Administrators Appointed)

We have audited the financial statements set out on pages 31 to 65. The preparation of these financial statements are the responsibility of the Companys Directors. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we plan and perform the audit to obtain all the information and explanations, which we considered necessary, to provide us with sufficient evidence to give reasonable assurance that the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. An audit includes an assessment of the accounting principles used and significant estimates made by the Directors as well as evaluating the adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable basis for our opinion. In our opinion:(a) the financial statements which have been prepared under the historical cost convention, are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of:(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group and of the Company; and
(ii) the state of affairs of the Group and of the Company as at 30th June, 2001 and of the results, changes in equity and cash flows of the Group and of the Company for the financial year ended on that date; and (b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and by the subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act. Without qualifying our opinion, we draw attention to Notes 1,15, 18 and 35 to the financial statements. As at 30th June, 2001, the Group and Company have net current liabilities of RM488,867,762 and RM57,688,265 respectively and a capital deficiency of RM326,033,034 and RM29,860,162 respectively which indicate that the Group and Company are unable to meet their liabilities as and when they fall due. On 16th April, 2001, Pengurusan Danaharta Nasional Berhad (Danaharta) had appointed Special Administrators (SA) to assume control of the assets and affairs of the Company. On 2nd May, 2001, the SA have held a briefing for interested parties to submit offers to acquire businesses and/or assets of the Company. On 16th May 2001, proposals were submitted by interested parties. The SA will formulate a workout proposal which must be examined by an Independent Adviser and approved by Danaharta. The Directors are of the opinion that pending the finalisation of a workout proposal, it is appropriate to prepare the financial statements of the Group and of the Company on the going concern basis which assumes that the Group and the Company will continue in operational existence for the foreseeable future. Should the going concern basis of preparing the financial statements be no longer appropriate, adjustments may have to be made to reduce the values of assets to their recoverable amounts, to provide for any further liabilities which might arise and to reclassify all non-current assets and long term liabilities as current assets and liabilities.
29
REPORT OF THE AUDITORS (contd)
Annual Report 2001
TO THE MEMBERS OF NCK CORPORATION BERHAD (Special Administrators Appointed)
We have not acted as auditors for the subsidiary company, Nusantara Kukuh Sdn Bhd. We have considered the financial statements of the subsidiary company and the auditors report thereon. We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the Companys financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations as required by us for those purposes. The auditors reports on the financial statements of the subsidiary companies were not subject to any qualification and did not include any comment under Subsection (3) of Section 174 of the Companies Act, 1965.
ONG BOON BAH & CO AF: 0320 Public Accountants
WONG SOO THIAM 1315/11/02(J) Partner of the Firm
30
BALANCE SHEETS
AS AT 30TH JUNE, 2001
GROUP Note PROPERTY,PLANT AND EQUIPMENT SUBSIDIARY COMPANIES ASSOCIATED COMPANIES LAND AND DEVELOPMENT EXPENDITURE - non current portion INVESTMENTS INTANGIBLE ASSETS CURRENT ASSETS Land and development expenditure Amount due from contract customers Stocks Trade debtors Other debtors, deposit and prepayments Fixed deposits with licensed banks Cash and bank balances 3 4 5 7 6 2001 RM 109,509,983 15,697,773 40,068,750 5,857,493 6,776,064 3,175,698 28,218,119 57,932,457 7,530,885 35,838,766 4,595,091 144,067,080 CURRENT LIABILITIES Trade creditors Other creditors and accruals Amount due to directors Short term borrowings Taxation 33,585,414 23,803,122 3,430,327 567,602,169 4,513,810 632,934,842 NET CURRENT LIABILITIES 2000 RM 123,278,867 17,097,108 48,419,522 17,557,105 34,343 19,842,393 13,314,696 37,548,112 118,877,572 15,041,361 14,223,425 3,177,006 222,024,565 49,577,413 19,864,788 3,430,327 505,517,392 3,693,115 582,083,035
Annual Report 2001
COMPANY 2001 2000 RM RM 327,686 27,270,757 229,660 6,802,392 50,101 6,852,493 12,624,249 51,916,509 64,540,758 (57,688,265) (29,860,162) 535,180 90,683,992 251,280 6,222,833 101,199 6,324,032 10,033,154 45,817,103 55,850,257 (49,526,225) 41,944,227
7 8 9 10 11 12
13 14 15
(488,867,762) (360,058,470) (317,733,763) (153,671,525)
Financed by : SHARE CAPITAL RESERVES SHAREHOLDERS FUNDS TERM LOANS DEFERRED CREDITORS DEFERRED TAXATION 16 17 37,360,005 37,360,005 (363,393,039) (208,648,318) (326,033,034) (171,288,313) 5,298,174 12,050,189 2,442,997 5,008,499 558,100 558,100 (317,733,763) (153,671,525) Net tangible liabilities per share (sen) 26 (872.68) (459.50) 37,360,005 (67,220,167) (29,860,162) (29,860,162) 37,360,005 4,584,222 41,944,227 41,944,227
18 19 20
The accompanying notes form an integral part of the financial statements.
31
INCOME STATEMENTS
FOR THE FINANCIAL YEAR ENDED 30TH JUNE, 2001
GROUP Note Revenue Cost of sales Gross profit Other operating income Distribution expenses Administration expenses Other operating expenses Loss from operations Finance costs Loss before exceptional items Exceptional items Loss before share in results of associated companies Share in results of associated companies Loss before taxation Taxation Loss after taxation Loss per share (sen) 26 24 25 21 21 2001 RM 154,876,476 2000 RM 223,483,226
Annual Report 2001
COMPANY 2001 2000 RM RM 194,490 194,490 (2,014,622) (59,156,773) (60,976,905) (10,611,596) (71,588,501) (21,620) 237,587 237,587 1,748 (1,646,908) (1,824,959) (3,232,532) (7,904,884) (11,137,416) (830,309)
(151,567,966) (217,969,635) 3,308,510 10,159,329 (39,219) (13,781,640) (74,709,941) (75,062,961) (59,391,687) (134,454,648) (18,380,634) 5,513,591 9,615,501 (237,343) (15,281,200) (26,369,556) (26,759,007) (46,352,300) (73,111,307) (830,309)
22
23
(152,835,282) (1,349,352) (154,184,634) (560,087) (154,744,721) (414.20)
(73,941,616) (1,732,379) (75,673,995) (42,064) (75,716,059) (203.08)
(71,610,121) (71,610,121) (194,268) (71,804,389)
(11,967,725) (11,967,725) (11,967,725)
32
STATEMENTS OF CHANGES IN EQUITY

GROUP Share capital RM Balance at 30th June, 1999 Issuance of shares Reserve on consolidation As previously reported Prior year adjustment (Note 29) As restated Net loss for the financial year Balance at 30th June, 2000 Net loss for the financial year Balance at 30th June, 2001 37,360,005 3,311,137 18,074,899 37,360,005 3,311,137 18,074,899 37,052,005 308,000 Share premium RM 3,178,697 132,440 5,330,365 14,375,365 (9,045,000) 5,330,365
Annual Report 2001
Reserve on Accumulated consolidation loss RM RM 12,744,534
Total RM
(154,318,295) (101,343,059) 440,440 5,330,365 14,375,365 (9,045,000) 5,330,365 (75,716,059) (75,716,059)
(230,034,354) (171,288,313) (154,744,721) (154,744,721) (384,779,075) (326,033,034)
COMPANY Share capital RM Balance at 30th June, 1999 Issuance of shares Net loss for the financial year Balance at 30th June, 2000 Net loss for the financial year Balance at 30th June, 2001 37,360,005 3,311,137 37,052,005 308,000 Share Accumulated premium profit/(loss) RM RM 3,178,697 132,440 13,240,810 (11,967,725) 37,360,005 3,311,137 1,273,085 (71,804,389) (70,531,304) Total RM 53,471,512 440,440 (11,967,725) 41,944,227 (71,804,389) (29,860,162)
33
CONSOLIDATED CASH FLOW STATEMENT

Note CASH FLOWS FROM OPERATING ACTIVITIES Loss before taxation Adjustments for non cash items, interests and dividends Operating loss before working capital changes Increase in land and development expenditure Decrease in amount due from contract customers Decrease in inventories Decrease in trade and other receivables Decrease in trade and other payables Cash (used in)/generated from operations Tax paid Interest paid Interest received Net cash (outflow)/inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Decrease in land and development expenditure - non current portion Purchase of property, plant and equipment Purchase of subsidiary company Purchase of quoted investments Proceeds from disposal of property, plant and equipment Proceeds from disposal of quoted and unquoted investments Proceeds from disposal of subsidiary companies Proceeds from disposal of club membership Placement of fixed deposits Deferred expenditure incurred Dividend received Net cash inflow/(outflow) from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Repayment of hire purchase and lease creditors Proceeds from issuance of shares Net cash outflow from financing activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents at beginning of the financial year Cash and cash equivalents at end of the financial year 27(g)
Annual Report 2001
2001 RM (154,184,634) 148,945,637 (5,238,997) (8,903,863) 7,846,034 11,212,737 14,658,410 (27,845,222) (8,270,901) (1,912,591) 2,103,806 (8,079,686)
2000 RM (75,673,995) 69,861,862 (5,812,133) (3,759,228) 5,773,472 13,210,229 24,568,143 (24,709,441) 9,271,042 (372,521) (1,172,587) 1,948,911 9,674,845
27(a)
27(b) 27(c)
27(d)
8,350,772 (522,479) 7,463,913 4,811,055 274,520 (747,471) 35,973 19,666,283
1,286,479 (1,197,903) (25,610,924) (14,706) 7,846,160 26,300 3,698 (101,555) (21,140) 7,654 (17,775,937)
(507,002) (507,002) 11,079,595 (105,447,513) (94,367,918)
(3,734,894) 440,440 (3,294,454) (11,395,546) (94,051,967) (105,447,513)
34
CASH FLOWS STATEMENT

Annual Report 2001
Note CASH FLOWS FROM OPERATING ACTIVITIES Loss before taxation Adjustments for non cash items, interests and dividends Operating loss before working capital changes (Increase)/Decrease in trade and other receivables Increase in amount due from subsidiary companies Decrease in trade and other payables Increase in amount due to subsidiary companies Cash (used in)/generated from operations Interest received Net cash (outflow)/inflow from operating activities CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Purchase of subsidiary company Proceeds from disposal of property, plant and equipment Proceeds from disposal of quoted and unquoted investments Proceeds from disposal of subsidiary companies Dividend received Net cash outflow from investing activities CASH FLOWS FROM FINANCING ACTIVITY Proceeds from issuance of shares Net cash inflow from financing activity Net decrease in cash and cash equivalents Cash and cash equivalents at beginning of the financial year Cash and cash equivalents at end of the financial year 28(b)
2001 RM
2000 RM
28(a)
(71,610,121) 69,798,989 (1,811,132) (783,000) (2,526,240) (2,145,771) 7,011,903 (254,240) (254,240)
(11,967,725) 9,699,676 (2,268,049) 20,687,161 (12,389,605) (1,675,714) 18,947,030 23,300,823 43,097 23,343,920
(21,707) 173 (21,534)
(49,500) (24,001,313) 700 26,300 1,500 173 (24,022,140)
(275,774) (2,349,135) (2,624,909)
440,440 440,440 (237,780) (2,111,355) (2,349,135)
35
NOTES TO THE FINANCIAL STATEMENTS

30TH JUNE, 2001
Annual Report 2001
1. GOING CONCERN
As disclosed in Notes 15 and 18 to the financial statements, the Group and the Company have temporarily ceased servicing its borrowings. Further, as at 30th June, 2001, the Group and the Company had recorded a negative shareholders funds of RM326,033,034 and RM29,860,162 respectively and net current liabilities of RM488,867,762 and RM57,688,265 respectively. Not withstanding the above, the accompanying financial statements of the Group and of the Company have been prepared assuming the Group and the Company will continue as a going concern. The validity of this assumption depends on the successful implementation of the Companys and Groups critical initiatives, including those referred in the following paragraphs. The financial statements do not include any adjustments that would result if such critical initiatives are not concluded successfully within the anticipated time frame. Pengurusan Danaharta Nasional Berhad (Danaharta) had on 16th April, 2001 appointed YBhg Dato Nordin Bin Baharuddin, Mr Adam Primus Varghese Bin Abdullah and Madam Wong Lai Wah of Messrs Ernst & Young as Special Administrators of NCK Corporation Berhad. The Special Administrators had on 2nd May, 2001 held a briefing for interested parties to submit offers to acquire the businesses and/or assets of the Company. The interested parties had submitted their proposals on 16th May, 2001. The Special Administrators of the Company are currently reviewing the offers/proposals submitted to them and thereafter, will prepare a workout proposal which must be examined by an Independent Adviser and Danaharta. Pursuant to Section 46 of the Pengurusan Danaharta Nasional Berhad Act 1998 (Danaharta Act), the workout proposal once duly approved by Danaharta, will be submitted to the secured creditors, if any, for their consideration and approval. The workout proposal once approved pursuant to Section 45 and 46 of the Danaharta Act, will then be implemented. Relevant regulatory approvals must also be obtained. However, should the Company fail to achieve, within the anticipated time frame, its critical initiatives which are dependant upon the yet to be proposed workout plan, the assets of the Group and of the Company would have to be written down to its estimated net realisable value and provision for foreseeable liabilities would be required. In addition, the non-current assets and liabilities of the Group and of the Company would have to be reclassified as current assets and liabilities.
2. SIGNIFICANT ACCOUNTING POLICIES

(a) BASIS OF ACCOUNTING The financial statements have been prepared under the historical cost convention and comply with applicable approved accounting standards issued by the Malaysian Accounting Standards Board (MASB) and the provisions of the Companies Act, 1965. (b) BASIS OF CONSOLIDATION The consolidated financial statements include the financial statements of the Company and its subsidiary companies made up to the end of the financial year. Subsidiary companies are companies in which the Group has power to exercise control over the financial and operating policies so as to obtain benefits from their activities. All inter-company balances and transactions and unrealised surpluses and deficits on transactions between group companies have been eliminated on consolidation. Where necessary, accounting policies for subsidiary companies have been changed to ensure consistency with the policies adopted by the Group. Goodwill or reserve on consolidation represents the difference between the purchase price and the fair value of the net assets of subsidiary and associated companies at the date of acquisition. Reserve on consolidation is written down immediately through the income statements if there is a permanent diminution in its value.
36
NOTES TO THE FINANCIAL STATEMENTS (contd)

30TH JUNE, 2001
Annual Report 2001
(c) ASSOCIATED COMPANIES Investments in associated companies are accounted for in the consolidated financial statements by the equity method of accounting. Associated companies are companies in which the Group exercises significant influence. Significant influence is the power to participate in the financial and operating policy decisions of the associated companies but not control over those policies. Equity accounting involves recognising in the income statement the Groups share of the results of associated companies for the financial year. The Groups investments in associated companies are carried in the balance sheet at an amount that reflects its share of the net assets of the associated companies and includes goodwill on acquisition. Equity accounting is discontinued when the carrying amount of the investment in an associated company reaches zero, unless the Group has incurred obligation or guaranteed obligation in respect of the associated company. Where necessary, in applying the equity method, adjustments are made to the financial statements of associated companies to ensure consistency of accounting policies within the Group. (d) INVESTMENTS Investment in subsidiary and associated companies and other investments are stated at cost and provision is made where, in the opinion of the Directors, there is a permanent diminution in value. (e) PROPERTY, PLANT AND EQUIPMENT AND DEPRECIATION Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Freehold land and capital work-in-progress are not depreciated. Leasehold land is amortised over the period of the respective leases which range from 37 years to 99 years. Depreciation on other property, plant and equipment is provided on the straight line basis to write off the cost of each asset over its estimated useful life. The principal annual depreciation rates used are:Buildings Motor vehicles Plant, machinery and equipment Furniture, fittings, office equipment and renovation 2% 20% 10% - 20% 5% - 20%
Property, plant and equipment are written down to recoverable amount if, in the opinion of the Directors, it is permanently less than their carrying value. (f) LAND AND DEVELOPMENT EXPENDITURE Land and development expenditure consist of land under development, development expenditure and portion of profit attributable to development work performed todate, less applicable progress billings, provision for foreseeable losses and decline in value. Land held for development are stated at cost. Development expenditure is stated at cost. Provision for foreseeable losses are made for property development projects based on loss estimated to arise upon the completion of the projects which are already in progress.
37

30TH JUNE, 2001
Annual Report 2001
Interest cost incurred on the development of property projects are capitalised and included as part of development expenditure. However, capitalisation of interest costs is suspended during extended periods in which active development is interrupted. Development expenditure is charged to income statements where the Directors are of the opinion that the amount is not recoverable in the foreseeable future. (g) AMOUNT DUE FROM CONTRACT CUSTOMERS The amount due from contract customers for contract works represents cost of contract works incurred and profit attributable to contract works performed to date net of foreseeable losses less progress billings. Provision for foreseeable losses is made based on the loss estimated to arise over the duration of the contract after allowing for costs to the extent that such costs are not recoverable under the terms of the contract. (h) STOCKS Stocks are valued at the lower of cost and net realisable value. Provision is made for all deteriorated, damaged, obsolete or slow-moving stocks. Cost is determined principally on a weighted average basis. The cost of raw materials comprise the original purchase price plus cost incurred in bringing the stocks to their present locations and conditions. The cost of finished goods comprise the cost of raw materials, direct labour, direct charge and a proportion of production overheads. Stock of development properties are stated at lower of cost and net realisable value. (i) DEFERRED TAXATION Provision is made, on the liability method, for taxation deferred by capital allowances and other timing differences, except where the tax effects of such timing differences are not expected to reverse in the foreseeable future. Deferred tax benefit is only recognised when there is a reasonable expectation of realisation in the near future. (j) PROVISION FOR BAD AND DOUBTFUL DEBTS Specific provision are made for doubtful debts which have been individually reviewed and identified as bad or doubtful. In addition, general provisions are made to cover possible losses which are not specifically identified. (k) FINANCE LEASES/HIRE PURCHASE Property, plant and equipment acquired under finance lease and hire purchase are capitalised in the financial statements and are depreciated in accordance with the policy set out in Note 2(e) above. The corresponding outstanding obligations due under the finance lease and hire purchase after deducting finance charges are included as liabilities in the financial statements. Finance charges are allocated to the income statements over the periods of the respective agreements.
38

30TH JUNE, 2001
Annual Report 2001
(l)
FOREIGN CURRENCIES Transactions in foreign currencies are converted into Ringgit Malaysia at the rates of exchange ruling at the transaction dates or at contracted rate where applicable. Monetary assets and liabilities in foreign currencies at the financial year end are translated into Ringgit Malaysia at the rates of exchange ruling at the date. All exchange differences are included in the income statement. The principal closing rates used in translation of foreign currency amounts are as follows: Foreign currency 1 USD 1 SGD 1 AUSD 30.6.2001 RM 3.800 2.157 2.300 30.6.2000 RM 3.800 2.200 2.200
(m) REVENUE RECOGNITION Income from sale of properties are recognised on the percentage of completion method determined on the proportion of development cost incurred to date against total estimated cost where the outcome of the projects can be reliably estimated. All anticipated losses are fully provided for. Where the outcome of a contract cannot be reliably estimated, revenue is recognised only to the extent of costs incurred and no profit is recognised. Income from construction contracts are recognised on the percentage of completion method measured by reference to the proportion that contract costs incurred for work performed to date bear to the estimated total contract costs. Recognition of contract revenue start when the outcome of a construction contract can be estimated reliably. Revenue from sale of goods is recognised upon delivery and customer acceptance. Dividend income is recognised when the shareholders right to receive payment is established. Interest income and management fee are recognised on an accrual basis. Rental income is recognised on an accrual basis in accordance with the substance of the relevant agreement. (n) CASH AND CASH EQUIVALENTS Cash and cash equivalents comprise cash at bank and in hand, bank overdraft, demand deposits and other short term and highly liquid investments which are readily convertible to cash with insignificant risk of changes in value.
39

30TH JUNE, 2001
Annual Report 2001
3. PROPERTY, PLANT AND EQUIPMENT

Furniture, fittings, office equipment and renovation RM
Land and buildings RM GROUP NET BOOK VALUE At 1st July, 2000 54,650,066 Additions 2,628,641 Disposals (3,482,601) Reclassification (5,531,697) Written off Impairment losses Depreciation charge (875,155) NET BOOK VALUE At 30th June, 2001 47,389,254
Capital work-inprogress RM
Motor vehicles RM
Plant, machinery and equipment RM
Total RM
9,341,840 3,945,098 5,531,697 (461,720) -
2,029,293 53,689,220 48,521 370,585 (551,774) (1,904,263) (23,981) (3,487,306) - (1,327,260) (666,517) (5,920,111)
3,568,448 123,278,867 126,085 7,118,930 (428,008) (6,366,646) (564,082) (4,537,089) (1,327,260) (1,195,036) (8,656,819)
18,356,915
835,542
41,420,865
1,507,407 109,509,983
At 30th June, 2000 Cost Accumulated depreciation Net book value
58,100,640 (3,450,574) 54,650,066
9,341,840 9,341,840
8,699,658
82,821,778
7,488,958 166,452,874 (3,920,510) (43,174,007) 3,568,448 123,278,867
(6,670,365) (29,132,558) 2,029,293 53,689,220
At 30th June, 2001 Cost Accumulated depreciation Accumulated impairment losses Net book value
51,612,838 (4,223,584) 47,389,254
18,356,915 18,356,915
5,436,069
72,295,913
4,203,346 151,905,081 (2,695,937) (41,067,838) (1,327,260)
(4,600,527) (29,547,790) 835,542 (1,327,260) 41,420,863
1,507,409 109,509,983
40

30TH JUNE, 2001
Annual Report 2001
Analysis of land and buildings are as follows: Freehold land and buildings RM GROUP NET BOOK VALUE At 1st July, 2000 Additions Disposals Reclassification Depreciation charge NET BOOK VALUE At 30th June, 2001 Long leasehold land and buildings RM Short leasehold land and buildings RM
Total RM
40,139,483 2,628,641 (2,943,750) (1,204,112) (563,775)
8,061,966 (538,851) (3,883,885) (103,064)
6,448,617 (443,700) (208,316)
54,650,066 2,628,641 (3,482,601) (5,531,697) (875,155)
38,056,487
3,536,166
5,796,601
47,389,254
41,550,395 (1,410,912) 40,139,483
8,421,644 (359,678) 8,061,966
8,128,601 (1,679,984) 6,448,617
58,100,640 (3,450,574) 54,650,066
39,951,480 (1,894,993) 38,056,487
3,976,457 (440,291) 3,536,166
7,684,901 (1,888,300) 5,796,601
51,612,838 (4,223,584) 47,389,254
41

30TH JUNE, 2001
Annual Report 2001
Motor vehicles RM COMPANY NET BOOK VALUE At 1st July, 2000 Additions Disposals Written off Depreciation charge NET BOOK VALUE At 30th June, 2001
Furniture and fittings RM
Office equipment RM
Renovation RM
Total RM
771 8,176 (771) (1,226)
28,627 (16,524) (7,676)
363,464 13,531 (101,262) (65,195)
142,318 (3,523) (33,024)
535,180 21,707 (122,080) (107,121)
6,950
4,427
210,538
105,771
327,686
7,705 (6,934) 771
76,759 (48,132) 28,627
644,982 (281,518) 363,464
330,213 (187,895) 142,318
1,059,659 (524,479) 535,180
8,176 (1,226) 6,950
13,147 (8,720) 4,427
398,632 (188,094) 210,538
320,148 (214,377) 105,771
740,103 (412,417) 327,686
The issuance of strata titles of the buildings of certain subsidiary companies are pending as at 30th June, 2001. Certain land and buildings of the Group with a carrying value of RM12,458,050 (2000: RM9,570,791) have been charged to banks for credit facilities granted to the Group. The net book value of assets acquired under hire purchase and finance lease are as follows: Group 2001 RM Motor vehicles Plant, machinery and equipment 163,352 4,542,007 4,705,359 2000 RM 943,465 10,028,646 10,972,111
42

30TH JUNE, 2001
Annual Report 2001
4. SUBSIDIARY COMPANIES
Company 2001 RM Unquoted shares at cost Provision for diminution in value 67,130,066 (5,600,000) 61,530,066 Amount due from subsidiary companies Provision for doubtful debts 83,944,179 (67,435,663) 16,508,516 (50,767,825) (34,259,309) Total 27,270,757 2000 RM 67,130,066 (5,600,000) 61,530,066 81,417,939 (8,508,091) 72,909,848 (43,755,922) 29,153,926 90,683,992
Amount due to subsidiary companies
The amount due from subsidiary companies which arose mainly from inter-company advances and payments made on behalf are unsecured, interest free and have no fixed repayment terms. The amount due to subsidiary companies which arose mainly from inter-company advances and payments made on behalf are unsecured, interest bearing and have no fixed repayment terms. Interest rate charged is at 9.30% per annum. The subsidiary companies are: Name of Company Country of Incorporation Holding in Equity 2001 2000 % % 100 35 * 65 75 100 35 * 65 75 Principal Activities
Ng Choo Kwan & Sons Hardware Sdn Bhd Fook Chuan Trading Sdn Bhd NCK Metal Sdn Bhd
Malaysia Malaysia Malaysia
Hardware merchant Dealers in building materials including hardware products Provision of specialist materials and soil protection works and leasing and rental scheme for temporary construction materials Manufacturing of aluminium products Retailing of aluminium products Dealers in hardware and related products Property investment Manufacturing and marketing of wire products
NCK Aluminium Extrusion Sdn Bhd NCK Marketing Sdn Bhd Ng Choo Kwan (MT) Sdn Bhd Ng Choo Kwan & Sons Realty Sdn Bhd NCK Wire Products Sdn Bhd
Malaysia Malaysia Malaysia Malaysia Malaysia
100 * 100 * 51 100 100
100 * 100 * 51 100 100
43

30TH JUNE, 2001
Annual Report 2001
Name of Company
Country of Incorporation
Holding in Equity 2001 2000 % % 100 * 65 * 100 60 * 100 * 70 * 100 * 100 51 * 51 * 100 * 100 * 69 * 100 * 65 * 60 * 100 * 85 * 85 * 90 100 100 * 65 * 100 60 * 100 * 70 * 100 * 100 51 * 51 * 100 * 100 * 69 * 100 * 65 * 60 * 100 * 85 * 85 * 90 100
Principal Activities
NCK Development Sdn Bhd NCK-Astarlite Sdn Bhd Besi Lindung Sdn Bhd Minajaya Sdn Bhd Nusantara Kukuh Sdn Bhd # Australian Parquet Manufacturing (M) Sdn Bhd Australian Parquet Marketing (M) Sdn Bhd NCK Technology Sdn Bhd Fook Chuan Hardware Sdn Bhd Perumahan NCK Sdn Bhd Super Bangunan Sdn Bhd Hasrat Teguh Sdn Bhd Kenangan Panorama Sdn Bhd Multi-Success Builder Sdn Bhd C.T. Yap Enterprise Sdn Bhd Wang Dynasty Restaurant Sdn Bhd Ratu Hasrat Sdn Bhd Pavbloc Sdn Bhd One-Two Marketing Sdn Bhd One-Two Marketing (East-Coast) Sdn Bhd Hock Hup Developments Sdn Bhd
Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia
Property development Supply and install air-conditioners and other electrical appliances Dormant Dormant Dormant Dormant Dormant Dormant Investment holding and property investment Contractors Contractors Rental of machinery and site equipment and trading Contractors Property development Dormant Restaurant Dormant Manufacturing and trading in pave blocks and bricks Trading and wholesale in pave blocks, cement and bricks Trading and wholesale in pave blocks, cement and bricks Development of properties for sale, investment and trading
* Holding in equity by subsidiary companies # Financial statements of subsidiary company as at 30th June, 2001 not audited by Ong Boon Bah & Co. By an order of the High Court on 18th September, 2001 NCK-Astarlite Sdn Bhd is to be wound up and the Official Receiver has been appointed as provisional liquidator.
44

30TH JUNE, 2001
Annual Report 2001
5. ASSOCIATED COMPANIES
Group 2001 RM Shares at cost - quoted in Malaysia - unquoted 7,729,884 8,988,000 16,717,884 (9,170,608) 7,547,276 8,150,497 15,697,773 Market value of shares quoted in Malaysia The Groups interest in the associated companies is analysed as follows: Group 2001 RM Share of net assets Amount due from associated companies 7,547,276 8,150,497 15,697,773 The associated companies are: Name of Company Country of Incorporation Holding in Equity 2001 2000 % % * 45 * 25 * 45 * 25 Accounting Year End Principal Activities 2000 RM 8,896,628 8,200,480 17,097,108 3,207,084 2000 RM 7,729,884 8,988,000 16,717,884 (7,821,256) 8,896,628 8,200,480 17,097,108 15,891,817
Share of post acquisition reserves
Amount due from associated companies
Sharing Points (M) Sdn Bhd Vintage Consolidated Sdn Bhd Khazanah Wangsa Sdn Bhd UCP Resources Berhad
Malaysia Malaysia
30th June 31st December 30th June 30th June
Property development Trading, retailing and supplying of all kinds of steel products Property development Investment holding
Malaysia Malaysia
* 50 * 24
* 50 * 24
* Holding in equity by subsidiary companies
45

30TH JUNE, 2001
Annual Report 2001
6. INVESTMENTS
Group 2001 RM Shares at cost Quoted in Malaysia Provision for diminution in value 2000 RM 2001 RM Company 2000 RM
15,991,167 (10,691,574) 5,299,593
17,398,290 (1,368,605) 16,029,685 1,089,517 (364,517) 725,000 802,420 17,557,105 25,452,090
259,572 (229,912) 29,660 200,000 229,660 38,260
259,572 (208,292) 51,280 200,000 251,280 47,432
Unquoted Provision for diminution in value
414,517 (364,517) 50,000
Club memberships Total Market value of shares quoted in Malaysia
507,900 5,857,493 5,121,165
7.
LAND AND DEVELOPMENT EXPENDITURE

Group 2001 RM Freehold land at cost As previously reported Prior year adjustment (Note 29) As restated Development expenditure Development expenditure charged to income statements 70,870,214 (8,603,687) 108,495,867 (11,600,000) 96,895,867 (40,068,750) 56,827,117 (13,902,198) 42,924,919 (22,782,350) (13,366,505) 6,776,064 46,229,340 2000 RM 46,229,340 55,274,340 (9,045,000) 46,229,340 51,859,413 98,088,753 (11,600,000) 86,488,753 (48,419,522) 38,069,231 (14,352,803) 23,716,428 (3,874,035) 19,842,393
Provision for foreseeable losses
Non-current portion
Loss recognised
Progress billings Transfer to stocks Current portion
46

30TH JUNE, 2001
Annual Report 2001
The Group considers the portion of property projects on which development work has commenced but is not expected to be completed within the normal operating cycle as non- current assets. The freehold land has been charged to financial institutions as security for banking facilities granted to certain subsidiary companies.
8. AMOUNT DUE FROM CONTRACT CUSTOMERS

Group 2001 RM Contract cost Profit attributable to work performed todate 23,568,626 178,942 23,747,568 (20,571,870) 3,175,698 2000 RM 197,671,539 17,981,729 215,653,268 (202,338,572) 13,314,696
Progress billings
9. STOCKS
Group 2001 RM At cost: Raw materials Finished goods Work-in-progress General and consumable stores Completed apartment units 2000 RM
599,623 3,219,535 897,316 579,331 13,366,505 18,662,310
508,725 27,675,314 938,412 770,002 29,892,453
At net realisable value: Finished goods
9,555,809 28,218,119
7,655,659 37,548,112
The sale proceeds to be derived from the sale of completed apartment units with carrying amount RM13,196,505 have been assigned to a financial institution as security for credit facilities granted to a subsidiary company. The carrying amount of finished goods carried at net realisable value is RM21,224,737 (2000: RM8,045,659).
47

30TH JUNE, 2001
Annual Report 2001
10. TRADE DEBTORS

Group 2001 RM Trade debtors Provision for doubtful debts 120,292,848 (69,423,302) 50,869,546 Retention monies Provision for doubtful debts 10,659,759 (3,596,848) 7,062,911 Total 57,932,457 2000 RM 127,838,314 (34,397,199) 93,441,115 25,436,457 25,436,457 118,877,572
11. OTHER DEBTORS, DEPOSITS AND PREPAYMENTS

Group 2001 RM Other debtors Provision for doubtful debts 24,195,382 (19,321,149) 4,874,233 Deposits Prepayments 2,440,806 215,846 7,530,885 2000 RM 24,493,335 (14,278,515) 10,214,820 4,402,314 424,227 15,041,361 2001 RM 11,371,400 (4,580,758) 6,790,642 11,750 6,802,392 Company 2000 RM 10,741,165 (4,580,758) 6,160,407 62,426 6,222,833
12. FIXED DEPOSITS WITH LICENSED BANKS

Included in fixed deposits is an amount of RM994,026 (2000: RM246,555) pledged to licensed banks for guarantee facilities granted to certain subsidiary companies.
13. OTHER CREDITORS AND ACCRUALS

Group 2001 RM Other creditors Accruals Amount due to a related party (Note 32) Hire purchase creditor (Note 19) 9,547,262 6,162,382 2,553,268 5,540,210 23,803,122 2000 RM 7,273,904 6,601,135 2,508,039 3,481,710 19,864,788 2001 RM 11,634,903 75,895 913,451 12,624,249 Company 2000 RM 8,984,748 134,954 913,452 10,033,154
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30TH JUNE, 2001
Annual Report 2001
14. AMOUNT DUE TO DIRECTORS

The amount due to Directors which arose mainly from advances and payments made on behalf are unsecured, interest free and have no fixed repayment terms.
15. SHORT TERM BORROWINGS

Group 2001 RM Secured: Bank overdrafts Revolving credit Short term loan Term loans (Note 18) 2000 RM 2001 RM Company 2000 RM
35,566,955 16,533,281 4,310,785 16,790,631 73,201,652
31,331,557 13,501,529 5,105,310 14,586,491 64,524,887
Unsecured: Bank overdrafts Revolving credit Bills payable Short term loan Term loans (Note 18)
98,240,794 152,959,661 117,853,552 89,152,193 36,194,317 494,400,517
91,269,832 133,444,721 137,889,134 62,274,992 16,113,826 440,992,505 505,517,392
2,675,010 49,241,499 51,916,509 51,916,509
2,450,334 43,366,769 45,817,103 45,817,103
Total
567,602,169
Since April 1999, the Group and the Company has temporarily ceased servicing its short-term borrowings. The short term borrowings are secured by way of fixed charges over landed properties and by way of legal assignment of contract proceeds and sales proceeds of development properties. The interest rates charged are between 0.50% and 2.50% per annum above the respective banks prevailing base lending rate or cost of funds.
16. SHARE CAPITAL

Group and Company 2001 2000 RM RM Authorised: 100,000,000 ordinary shares of RM1.00 each Issued and fully paid: Ordinary shares of RM1.00 each At beginning of the financial year Issue of shares under the Employees Share Option Scheme - Nil (2000:308,000 shares) At end of the financial year
100,000,000
100,000,000
37,360,005
37,052,005
37,360,005
308,000 37,360,005
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30TH JUNE, 2001
Annual Report 2001
The Companys Employees Share Option Scheme (ESOS) was approved by the Securities Commission on 5th May, 1998 and shareholders at an Extraordinary General Meeting held on 24th December, 1998. The principal features of the Scheme are as follows:i) The eligible persons are local full-time employees (including Executive Chairman and Executive Directors) of the Company and its wholly owned subsidiaries, who are at least eighteen (18) years of age and confirmed employees with at least one (1) year of continuous service, including the service during the probation period as at the Offer Date. The maximum number of new shares to be offered and allotted under the Scheme shall not in aggregate exceed ten percent (10%) of the total issued and paid-up share capital of the Company at any point of time during the existence of the Scheme, which expires on 21st February, 2004.
ii)
iii) The offer price for 1 share of RM1.00 each shall be the average of the mean market quotation of the shares of the Company as shown in the Daily Official List issued by the Kuala Lumpur Stock Exchange for the five (5) market days immediately preceding the Offer Date or the par value of the shares of the Company, whichever is the higher. iv) The shares to be allotted upon any exercise of the option will, upon allotment, rank pari passu in all respects with the existing shares of the Company. The person to whom the options have been granted have no right to participate by virtue of the options in any share issue of any other company. The movement of number of options granted and exercised pursuant to the ESOS during the financial year are as follows: Granted on 3.3.1999 Option price per share 1.43 Balance as at 1.7.2000 (RM) 2,067,000 Balance as at 30.6.2001 2,067,000
Granted -
Exercised -
17. RESERVES
Group 2001 RM Non Distributable: Share premium Reserve on consolidation As previously reported Prior year adjustment (Note 29) As restated 21,386,036 Distributable: Accumulated (loss)/profit (384,779,075) (363,393,039) 3,311,137 18,074,899 3,311,137 18,074,899 27,119,899 (9,045,000) 18,074,899 21,386,036 (230,034,354) (208,648,318) 3,311,137 (70,531,304) (67,220,167) 3,311,137 1,273,085 4,584,222 3,311,137 3,311,137 2000 RM 2001 RM Company 2000 RM
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30TH JUNE, 2001
Annual Report 2001
18. TERM LOANS

Group 2001 RM Term loans:Secured Portion repayable within one year and included under short term borrowings (Note 15) 2000 RM
17,235,399 (16,790,631) 444,768
15,617,299 (14,586,491) 1,030,808 27,133,207 (16,113,826) 11,019,381 12,050,189
Unsecured Portion repayable within one year and included under short term borrowings (Note 15)
41,047,723 (36,194,317) 4,853,406
Total Since April 1999, the Group has temporarily ceased servicing its terms loans.
5,298,174
The term loans of certain subsidiary companies are secured by charges over their landed properties. The interest rates charged are between 0.50% and 2.50% per annum above the respective banks prevailing base lending rate. The term loans are repayable over the following periods: Group 2001 RM Within one year From one to two years From two to five years Over five years 52,984,948 3,672,839 1,549,180 76,155 58,283,122 2000 RM 30,700,317 4,195,584 7,623,315 231,290 42,750,506
19. DEFERRED CREDITORS

Group 2001 RM Hire purchase and finance lease creditors Portion repayable within one year and included under other creditors and accruals (Note 13) 7,983,207 (5,540,210) 2,442,997 2000 RM 8,490,209 (3,481,710) 5,008,499
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30TH JUNE, 2001
Annual Report 2001
The hire purchase and finance lease creditors are repayable over the following periods: Group 2001 RM Within one year From one to two years From two to five years 5,540,210 1,436,607 1,006,390 7,983,207 2000 RM 3,481,710 2,311,089 2,697,410 8,490,209
20. DEFERRED TAXATION

Group 2001 RM Deferred taxation provided in the financial statements: - excess of capital allowances over depreciation Deferred taxation not provided for in the financial statements: - timing differences on property, plant and equipment which are not expected to reverse in the foreseeable future Unutilised tax losses carried forward for which no credit has been taken in the net income of the current or prior years Unabsorbed capital allowances carried forward for which no credit has been taken in the net income of the current or prior years 2000 RM 2001 RM Company 2000 RM
558,100
558,100
13,794,000
21,928,000
288,531,000
215,133,000
4,753,000
3,234,000
61,816,000
51,740,000
780,000
714,000
The unutilised tax losses and unabsorbed capital allowances carried forward are subject to agreement with the tax authorities.
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30TH JUNE, 2001
Annual Report 2001
21. REVENUE AND COST OF SALES

Group 2001 RM Sale of goods Construction contracts Property development Dividend income Interest income Management fees Rental 128,986,405 4,461,638 21,386,193 240 3,000 39,000 154,876,476 2000 RM 188,297,108 35,053,305 240 48,273 3,000 81,300 223,483,226 2001 RM 240 194,250 194,490 Company 2000 RM 240 43,097 194,250 237,587
Cost of sales of the Group represents contract costs and development expenditure recognised as an expense in the financial year and cost of goods sold. During the financial year, an amount of RM6,226,336 (2000: RM39,892,674) has been recognised as contract cost. Intra-group sales amounting to RM8,985,543 (2000: RM10,429,846) made at market prices, have been eliminated on consolidation.
22. FINANCE COSTS

Group 2001 RM Interest expenses on: - term loans - bank overdrafts - advances from a company in which certain directors have interest - subsidiary companies balances - hire purchase - others Bank charges 10,628,597 10,859,990 96,000 1,912,591 35,835,540 58,969 59,391,687 2000 RM 5,433,902 9,173,588 96,000 1,096,594 30,365,818 186,398 46,352,300 2001 RM 223,722 96,000 4,417,142 5,874,339 393 10,611,596 Company 2000 RM 205,131 96,000 3,569,358 4,033,251 1,144 7,904,884
23. EXCEPTIONAL ITEMS

Group 2001 RM Restructuring expenses Provision for diminution in value of quoted investments Development expenditure charged to income statements 453,978 9,322,969 8,603,687 18,380,634
Company 2000 RM 830,309 830,309 2001 RM 21,620 21,620 2000 RM 830,309 830,309
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30TH JUNE, 2001
Annual Report 2001
24. LOSS BEFORE TAXATION

Loss before taxation is arrived at: Group 2001 RM After charging: Auditors remuneration: - current provision 121,100 - (over)/under provision in prior years (48,628) Depreciation 8,656,819 Marketing rights and technical know-how written off Goodwill on consolidation written off Intangible asset written off 34,343 Bad debts written off 3,860,524 Deposits written off 87,353 Property, plant and equipment written off 4,537,089 Directors remuneration: - fees 7,500 - other emoluments 874,840 Provision for doubtful debts: - trade 38,667,732 - others 5,042,634 - subsidiary companies Provision for liquidated damages 439,332 Provision for foreseeable losses on construction contract 2,292,964 Provision for stock obsolescence 11,483,761 Rental of premises paid to: - a company in which certain directors have interest 275,989 - others 201,922 Impairment losses on property, plant and equipment 1,327,260 Loss on disposal of: - unquoted investments 109,280 - property, plant and equipment 278,029 - club membership 20,000 Staff cost 8,957,294 2000 RM 2001 RM Company 2000 RM
119,400 (25,382) 10,339,676 64,356 1,881,243 1,285,690 52,328 17,500 887,500 6,386,959 6,033,660 390,000
8,000 107,121 9,240 122,080 7,500 276,000 58,927,572 -
8,000 2,000 102,173 6,125 5,000 235,000 1,716,660 -
208,810 298,055 13,700 232,096 9,254,586
81,385 930,508
69,908 13,700 969 840,846
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30TH JUNE, 2001
Annual Report 2001
Group 2001 RM And crediting: Interest income Rental income from: - premises - plant and machinery Gross dividend income from quoted investment in Malaysia Management fees income from: - subsidiary companies - others Gain on disposal of: - property, plant and equipment - subsidiary companies - unquoted investments - quoted investments Bad debts recovered 2,103,806 258,824 47,506 529,810 1,375,296 2,414,290 423,922 135,389 2000 RM 1,948,911 157,974 608,939 10,631 69,400 2,939,287 3,696 2001 RM 240 191,250 3,000 -
Company 2000 RM 43,097 240 191,250 3,000 1,498 -
25. TAXATION
Group 2001 RM Current provision Under provision in prior years Deferred taxation 65,000 495,087 560,087 2000 RM 33,500 13,464 (4,900) 42,064 2001 RM 194,268 194,268 Company 2000 RM -
Although the Group suffered a loss for the financial year ended 30th June, 2001 and 2000, there are profits in certain subsidiary companies, which are subject to taxation as there is no group tax relief. As for the Company, there is no tax charge as the Company was in a tax loss position.
26. NET TANGIBLE LIABILITIES PER SHARE AND LOSS PER SHARE
The net tangible liabilities per share is calculated by dividing the Groups net tangible liabilities of RM326,033,034 (2000: RM171,288,313) by the weighted average number of shares in issue during the financial year of 37,360,005 shares (2000: 37,284,543 shares). Loss per share is calculated by dividing the Groups loss after taxation of RM154,744,721 (2000: RM75,716,059) by the weighted average number of shares in issue during the financial year of 37,360,005 shares (2000: 37,284,543 shares).
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30TH JUNE, 2001
Annual Report 2001
27. CONSOLIDATED CASH FLOW STATEMENT

a) Adjustments for non-cash items, interests and dividends: 2001 RM Depreciation Interest expenses Interest income Dividend income Net gain on disposal of property, plant and equipment Intangible assets written off Property, plant and equipment written off Goodwill on consolidation written off Bad debts written off Marketing rights and technical know-how written off Development expenditure charged to income statements Deposits written off Impairment losses on property, plant and equipment Net(gain)/ loss on disposal of quoted and unquoted investments Loss on disposal of club membership Profit on disposal of subsidiary company Share in results of associated companies Provision for doubtful debts Provision for diminution in value of quoted investments Provision for foreseeable losses on construction contract Provision for stock obsolescence Provision for liquidated damages Bad debts recovered 8,656,819 59,332,718 (2,103,806) (47,506) (1,097,267) 34,343 4,537,089 3,860,524 8,603,687 87,353 1,327,260 (2,728,932) 20,000 1,349,352 43,710,366 9,322,969 2,292,964 11,483,761 439,332 (135,389) 148,945,637 b) 2000 RM 10,339,676 46,352,300 (1,948,911) (10,631) (2,707,191) 52,328 1,881,243 1,285,690 64,356 13,700 (3,696) 1,732,379 12,420,619 390,000 69,861,862
During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM7,118,930 (2000: RM8,713,324) of which RM6,596,451 (2000:RM7,515,421) was acquired by means of contra against debtors balances. Cash payments of RM522,479 (2000: RM1,197,903) were made to purchase property, plant and equipment.
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30TH JUNE, 2001
Annual Report 2001
c)
Summary of effects on acquisition of a subsidiary company 2000 RM Net assets acquired: Land and development expenditure As previously reported Prior year adjustment (Note 29) As restated Property, plant and equipment Debtors Cash and bank balances Creditors Net assets Reserve on consolidation As previously reported Prior year adjustment (Note 29) As restated Total cash consideration Add: Cash and bank balances Cash flows on acquisition net of cash and bank balances acquired There were no acquisitions during the current financial year 34,605,551 43,650,551 (9,045,000) 34,605,551 2,133 4,501 (1,609,611) (3,663,291) 29,339,283 (5,337,970) (14,382,970) 9,045,000 (5,337,970) 24,001,313 1,609,611 25,610,924
d)
Summary of effects on disposal of subsidiary companies 2000 RM Net assets disposed: Deferred expenditure Cash and bank balances Creditors Net assets Gain on disposal of subsidiary companies Total cash consideration Add: Cash and bank balances Cash flows on disposal net of cash and bank balances disposed There were no disposals during the current financial year (13,081) (2) 13,079 (4) (3,696) (3,700) 2 (3,698)
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30TH JUNE, 2001
Annual Report 2001
e)
The effect of the acquisition of a subsidiary company from the date of acquisition to 30th June, 2000 is as follow: 2000 RM Revenue Administration expenses Loss from operations Finance costs Loss attributable to shareholders (14,082) (14,082) (391,576) (405,658)
f)
The effect of the acquisition of a subsidiary company on the financial position of the Group at the financial year ended 30th June, 2000 is as follow: 2000 RM Property, plant and equipment Land and development expenditure As previously reported Prior year adjustment (Note 29) As restated Debtors Cash and bank balances Creditors Short term borrowings 1,785 34,597,236 43,642,236 (9,045,000) 34,597,236 1 340 (58,286) (1,610,219) 32,930,857
g)
Cash and cash equivalents at end of the financial year 2001 RM Cash and bank balances Fixed deposits with licensed banks Bank overdrafts 4,595,091 35,838,766 (133,807,749) (93,373,892) (994,026) (94,367,918) 2000 RM 3,177,006 14,223,425 (122,601,389) (105,200,958) (246,555) (105,447,513)
Fixed deposits pledged
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30TH JUNE, 2001
Annual Report 2001
28. CASH FLOW STATEMENT

a) Adjustments for non-cash items, interests and dividends: 2001 RM Depreciation Interest expenses Interest income Dividend income Bad debts written off Property, plant and equipment written off Provision for doubtful debts Provision for diminution of quoted investments Loss on disposal of property, plant and equipment Loss on disposal of unquoted investments Profit on disposal of subsidiary company 107,121 10,611,596 (240) 9,240 122,080 58,927,572 21,620 69,798,989 b) Cash and cash equivalents at end of the financial year 2001 RM Cash and bank balances Bank overdrafts 50,101 (2,675,010) (2,624,909) 2000 RM 101,199 (2,450,334) (2,349,135) 2000 RM 102,173 7,904,884 (43,097) (240) 6,125 1,716,660 969 13,700 (1,498) 9,699,676
29. PRIOR YEAR ADJUSTMENT

The prior year adjustment represents an adjustment to the fair value of the net assets of Hock Hup Development Sdn Bhd (Hock Hup), a subsidiary company, acquired during the last financial year. The adjustment of RM9,045,000 arose from a revaluation of the freehold land under development in Hock Hup from RM39,175,000 to RM30,130,000 during the financial year by the Directors based on independent valuation report carried out by a firm of professional valuers and surveyors on an open market basis.
30. CONTINGENT LIABILITIES

Group 2001 RM Unsecured: Corporate guarantees to financial institutions for credit facilities granted to: - subsidiary companies - associated companies 33,877,000 33,877,000 529,583,863 33,877,000 467,213,000 33,877,000 2000 RM 2001 RM Company 2000 RM
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30TH JUNE, 2001
Annual Report 2001
31. SEGMENT ANALYSIS - GROUP

a) By Industry Segments Loss before taxation RM Total assets employed RM
Revenue RM 2001 Trading Manufacturing Construction Property development Investment holdings and others 79,160,918 48,783,163 4,461,638 21,386,193 1,084,564 154,876,476 Share in results of associated companies Total
(59,354,684) (27,925,916) (33,695,913) (3,908,420) (27,950,349) (152,835,282) (1,349,352) (154,184,634) Loss before taxation RM
115,621,529 68,234,018 34,163,429 27,692,668 61,942,159 307,653,803 7,547,276 315,201,079 Total assets employed RM
Revenue RM 2000 Trading Manufacturing Construction Investment holdings and others 112,244,729 74,489,205 35,053,305 1,695,987 223,483,226 Share in results of associated companies Total b) By Geographical Segments
(19,083,480) (17,612,042) (20,060,594) (17,185,500) (73,941,616) (1,732,379) (75,673,995)
142,974,930 84,386,581 113,236,914 70,715,977 411,314,402 17,097,108 428,411,510
No geographical segmental analysis is presented as the Group operates principally in Malaysia.
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30TH JUNE, 2001
Annual Report 2001
32. RELATED PARTY TRANSACTIONS

Group 2001 RM Related party transactions (a) Sales of goods to related parties: UCP Geotechnics (M) Sdn Bhd UCP Manufacturing (M) Sdn Bhd (b) Purchase of goods from related parties: NCK Ceramic Marketing Sdn Bhd OK Communication Sales & Services Sdn Bhd (c) Other related party transaction Interest income from: - UCP Manufacturing (M) Sdn Bhd Interest expenses charged by: - Ng Choo Kwan Holdings Sdn Bhd Rental of premises paid to: - Ng Choo Kwan Holdings Sdn Bhd - Madam Ng Poh Geok Disposal of motor vehicles to: - Mr Siow Chau @ Siau Chan Leong - Mr Ng Kiat Beng - Mr Ng Kiat Bee - Mr King Huat @Tan King Huat - Mr Ng Kiat Kwee - Madam Ng Poh Geok (d) Individually significant outstanding balances: Related party Amount due from associated companies: Khazanah Wangsa Sdn Bhd Sharing Points (M) Sdn Bhd Other creditors: Ng Choo Kwan Holdings Sdn Bhd 101,868 1,480 70,264 3,764,398
82,050
96,000
275,989 13,200
238,000 68,000 85,850 124,100 66,300 170,000
6,393,361 1,459,475
2,553,268
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30TH JUNE, 2001
Annual Report 2001
UCP Manufacturing (M) Sdn Bhd and UCP Geotechnics (M) Sdn Bhd are wholly-owned subsidiary companies of its associated company, UCP Resources Berhad, a quoted company incorporated in Malaysia. Ng Choo Kwan Holdings Sdn Bhd is a substantial shareholder of the Company. Certain Directors of the Company, Mr Ng Choo Kwan, Mr Ng Cheng Kiat, Mr Ng Kiat Beng, Mr Ng Kiat Bee and Mr Siow Chau @ Siau Chan Leong also have substantial financial interests in Ng Choo Kwan Holdings Sdn Bhd. NCK Ceramic Marketing Sdn Bhd is a subsidiary company of Ng Choo Kwan Holdings Sdn Bhd. OK Communication Sales & Services Sdn Bhd is a company in which Mr Ng Kiat Bengs wife has a substantial financial interest. Madam Ng Poh Geok and Mr Ng Kiat Kwee are substantial shareholders of Ng Choo Kwan Holdings Sdn Bhd. Mr King Huat @Tan King Huat is spouse to a substantial shareholder of Ng Choo Kwan Holdings Sdn Bhd. The amount due to Ng Choo Kwan Holdings Sdn Bhd which arose mainly from advances and payments on behalf is unsecured, carries an average interest rate of 9.50% per annum and has no fixed repayment terms. The amount due from associated companies which arose mainly from advances and payments on behalf are unsecured, interest free and have no fixed repayment terms. The Directors of the Company are of the opinion that the above trade transactions have been entered into in the normal course of business and have been established under terms that are no less favourable than those arranged with independent third parties. This is the first reporting period the Group applied MASB 8, Related Party Disclosure. Accordingly, comparative information are not required.
33. CORPORATE INFORMATION

a. b. The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Board of the Kuala Lumpur Stock Exchange. Registered office and principal place of business The registered office and principal place of business of the Company is located at 4th Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur. c. Staff numbers Group 2001 Total number of employees as at the end of the financial year 321 2000 397 2001 21 Company 2000 24
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30TH JUNE, 2001
Annual Report 2001
34. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR

a) During the financial year, Pengurusan Danaharta Nasional Berhad (Danaharta) has on 16th April, 2001 appointed YBhg Dato Nordin Bin Baharuddin, Mr Adam Primus Varghese Bin Abdullah and Madam Wong Lai Wah of Ernst & Young as Special Administrators for NCK Corporation Berhad pursuant to Section 24 of the Pengurusan Danaharta Nasional Berhad Act 1998. By virtue of the appointment, the Special Administrators assume control of the assets and affairs of the Company. The powers of the management and the Board of Directors are suspended and a twelve months moratorium has been placed upon the Company with effect from the date of the appointment of the Special Administrators. During the financial year, Perumahan NCK Sdn Bhd has disposed of its entire 675,000 ordinary shares of RM1.00 each representing 11.02% equity interest in Primaharta Development Sdn Bhd to Kina-Tegas Sdn Bhd for a total cash consideration of RM3,712,500.
b)
35. MATERIAL LITIGATIONS

All legal suits against NCK Corporation Berhad (NCK), NCK Metal Sdn Bhd, Ng Choo Kwan & Sons Hardware Sdn Bhd, Fook Chuan Trading Sdn Bhd, NCK Aluminium Extrusion Sdn Bhd and NCK Wire Products Sdn Bhd are subject to Section 41 of the Pengurusan Danaharta Nasional Berhad Act 1998 (as amended Danaharta, (Special Administrators)) wherein a moratorium is in existence wherein no proceedings and no execution or other legal process may be commenced or continued except with the prior consent of Danaharta. a) A suit was filed on 2nd September, 1998 in the High Court by Klockner Stahl Metallhandel GMBH against Ng Choo Kwan & Sons Hardware Sdn Bhd (NCKSHSB) for an amount of RM2,084,612 on being alleged breach of contractual obligation. The plaintiff had obtained summary judgement in October 1999 against NCKSHSB and NCKSHSB had filed an appeal to set aside the plaintiffs summary judgement. Written submissions had been filed on 8th January, 2001. On 19th June, 2001, the High Court had allowed our Notice of Appeal against the decision and NCKSHSB had instructed the solicitors to recover the judgement sum of RM2,084,612 with cost against the respondent. b) A suit was filed on November 1998 in the High Court by NCK Metal Sdn Bhd against Autoways Construction Sdn Bhd and Autoways Holdings Bhd (AHB) for the amount RM8,065,401 being the amount outstanding in respect of trade transactions. On 17th December, 1999, AHB and its subsidiaries obtained a High Court restraining and stay order pursuant to Section 176 of the Companies Act 1965, setting aside all litigation claims against the group, pending the outcome of their restructuring scheme undertaken by Utama Merchant Bank Bhd. c) A suit had been filed on 29th January, 1999 by Arab Malaysian Bank Bhd against NCK Aluminium Extrusion Sdn Bhd (NCKAESB) and/or NCK for the amount of RM5,009,601 being amount outstanding for banking facilities granted to NCKAESB. The plaintiff filed an application for summary judgement under Order 14 with the High Court and the hearing date was again adjourned to 27th September, 2001. A suit had been filed on 5th March, 1999 by Phileo Allied Bank (M) Bhd against NCK Metal Sdn Bhd (NCKM) (as principal borrower)/NCK (as Guarantor) for an amount of RM2,884,223 being amount outstanding for facilities granted to NCKM. On 16th July, 2001, a consent judgement was entered against NCKM in the sum of RM2,884,223 together with interest at the rate of 3.5% p.a. above the Banks prevailing base lending rate with effect from 1st April, 1999. However any execution against NCKM on the judgement be stayed for a period expiring on 16th April, 2002 with liberty to apply for extension of time on the stay order.
d)
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30TH JUNE, 2001
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e)
A suit had been filed on 21st September, 1999 in the High Court by NCKAESB against Syarikat QBE Aluminium Sdn Bhd (QBE) for the amount of RM5,650,182 being the amount outstanding from trade transactions. NCKAESB had filed an application for Summary Judgement into court and Summary Judgement was obtained on 26th May, 2000. The defendant filed a Notice of Appeal dated 13th May, 2000 (pursuant to the Order 14 Application) but withdrew their appeal on 14th December, 2000. The hearing of the Winding Up Petition has been fixed on 19th February, 2001. On 30th March, 2001, QBE was wound up and liquidator was appointed. Our solicitors will be filing the Proof of Debt.
f)
On 29th November, 1995, NCKM claimed against Kencrest Corporation Sdn Bhd (First Defendant) Low Chin Kiat (Second Defendant), and Lai Keh Keon (Third Defendant) (collectively known as the Defendants) for a sum of RM940,879 for goods sold and delivered to the Defendants. Judgement had been obtained against the Defendants and bankcruptcy proceedings had commenced against the Second and Third Defendants. On 25th September, 2000, a writ of summons was served on NCKSHSB (as Principal Borrower) and NCK (as Guarantor) by OCBC Bank (M) Bhd for an amount of RM13,057,918 being amount outstanding for facilities granted to NCKSHSB. Mention of plaintiffs application for summary judgement under Order 14 with the High Court had been adjourned to 21st September, 2001. The plaintiff had withdrawn the suit against NCK in light of the moratorium over NCK with liberty to file afresh.
g)
h)
A claim (calling of PNCK Performance Bond) dated 7th January, 1999 against PNCK by Arab-Malaysian Merchant Bank Bhd and Sineo Enterprise Sdn Bhd for RM6.2 million in respect of the alleged default in the construction of 6 Aras Tempat Membeli-belah Komersial, 20 Tingkat Hotel, 2 Blok 13 Tingkat Rumah Pangsapuri. PNCK had applied for application of interim injunction against Arab-Malaysian Merchant Bank Bhd and Sineo Enterprise Sdn Bhd to stop both parties from calling the said Performance Bond (dated 5th August, 1996). On 8th January, 1998, the interim injunction was granted. The court hearings in relation to the injunction have been concluded with a decision expected on 31st May, 2001. On 31st July, 2001, the High Court had dismissed the inter-parte application for interim injunction with cost. The called Performance Bond of RM6.2 million was paid on 10th August, 2001 by Arab-Malaysian Merchant Bank Bhd to Sineo Enterprise Sdn Bhd. The contractual issue and counter-claim by PNCK shall be referred to arbitration. On 18th May, 1999, PNCK claimed against Mega Sakti Sdn Bhd (MSSB) (as the Employer) for RM2,955,856 in respect of non-payment on work done at the construction of 100 units of condominium. Judgement was granted to PNCK on 10th March, 2000 and subsequently wound up by Kuala Lumpur High Court on 7th February, 2001. MSSB had appealed against the decision and the matter is pending hearing on 28th May, 2001. The matter was further adjourned to a date to be fixed. On 22nd July, 1999, PNCK through its solicitors, issued a letter of demand claiming against Kukuh Saga Security Services Sdn Bhd (KSSS) in respect of losses in the sum of RM1,810,428 due to theft at the Metro Larkin project, Johor Bahru. PNCK is to work on the draft statement of claim prior returning to the solicitors for further action. No suit has been filed into court by PNCK against KSSS as yet. On 30th December, 1999, PNCK claimed against Ideal Heights Properties Sdn Bhd (IHPSB) (as the Employer) for RM523,383 in respect of non- payment on work done at Casa Venicia Lakeview Condominium (Phase 9C). In the same letter of demand which is also to be treated as Statutory Notice of Demand issued pursuant to Section 218 of the Companies Act, 1965 on 25th January, 2000, IHPSB has offered to settle globally on amount due to PNCK by contra of properties. Mutual settlement was achieved by contra of properties and balance of nominal amount by payment of twelve (12) instalments.
i)
j)
k)
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30TH JUNE, 2001
Annual Report 2001
l)
On 20th June, 2000, Dicorp Land Sdn Bhd (DLSB) (as the Developer) had demanded payment on a bank guarantee from RHB Bank Bhd for a sum of RM2,860,850 for the Execution & Completion of Super Structure works to proposed 2 Block Shop/Office and 1 Block 9 storey car park and 1 Level Basement on Lot 673 Mukim Kuala Lumpur for DLSB. PNCK had applied for Interlocutory Injunction on 11th April, 2001 and the next hearing date to be fixed after November 2001 as DLSB had applied for adjournment.
36. SUBSEQUENT EVENTS

On 11th October, 2001, Pengurusan Danaharta Nasional Berhad had appointed YBhg Dato Nordin Bin Baharuddin, Mr Adam Primus Varghese Bin Abdullah and Madam Wong Lai Wah of Messrs Ernst & Young as Special Administrators to 5 subsidiary companies namely NCK Metal Sdn Bhd, Ng Choo Kwan & Sons Hardware Sdn Bhd, Fook Chuan Trading Sdn Bhd, NCK Aluminium Extrusion Sdn Bhd and NCK Wire Products Sdn Bhd. By virtue of the appointment, the Special Administrators assume control of the assets and affairs of the abovementioned 5 subsidiary companies. The powers of the management and Board of Directors are suspended and a twelve months moratorium has been placed upon the subsidiary companies with effect from the date of appointment of Special Administrators. All legal suits against the above subsidiary companies are subject to Section 41 of the Pengurusan Danaharta Nasional Berhad Act 1998 (as amended Danaharta, (Special Administrators)) wherein a moratorium is in existence wherein no proceedings and no execution or other legal process may be commenced or continued except with the prior consent of Danaharta.
37. COMPARATIVE FIGURES

No comparative figures have been reclassified other than as disclosed in Notes 7, 8, 17 and 22. Comparative figures for Notes 7 and 17 have been reclassified due to prior year adjustment as disclosed in Note 29. Comparative figures for Note 8 have been reclassified to exclude projects that have been suspended or terminated. Comparative figures for Note 22 have been reclassified to include bank charges.
65
SHAREHOLDING STATISTICS
Annual Report 2001
SHAREHOLDING STRUCTURE As at 31 October 20001

Authorised Share Capital Issued and Paid-Up Capital Class of Share : : : RM100,000,000.00 RM37,360,005.00 There is only one class of shares, namely ordinary shares of RM1.00 each
1. DIRECT AND DEEMED INTEREST OF EACH DIRECTOR IN THE COMPANY AND RELATED CORPORATION
a) The Directors interest in the shares of NCK Corporation Berhad (Special Administrators Appointed) Name Ng Choo Kwan Ng Cheng Kiat No. of shares held (Direct) 10,000 Percentage % 0.03 No. of shares held (Indirect) 17,200,312 * 17,200,312 * Percentage % 46.04 46.04
*Deemed interested by virtue of their shareholdings in Ng Choo Kwan Holdings Sdn Bhd b) The Directors interest in the shares of related companies i) Ng Choo Kwan (MT) Sdn Bhd Name Siow Chau @ Siau Chan Leong ii) Fook Chuan Hardware Sdn Bhd Name Ng Choo Kwan Ng Cheng Kiat Siow Chau @ Siau Chan Leong Ng Kiat Beng Ng Kiat Bee iii) Perumahan NCK Sdn Bhd Name Siow Chau @ Siau Chan Leong No. of shares held(Direct) Percentage % No. of shares held(Indirect) 1,440,000 Percentage % 12.00 No. of shares held(Direct) 49,000 39,200 24,500 39,200 39,200 Percentage % 7.90 6.32 3.95 6.32 6.32 No. of shares held(Indirect) 39,201 Percentage % 6.32 No. of shares held(Direct) 10,000 Percentage % 5.00 No. of shares held(Indirect) Percentage % -
66
SHAREHOLDING STATISTICS (contd)
Annual Report 2001
2. ANALYSIS OF SHAREHOLDING (AS AT 31 OCTOBER 2001)

No. of Holders 2 4,319 263 8 1 4,593 Holdings 1 999 1,000 10,000 10,00-100,000 100,001 1,867,999 1,868,000 and above Total Total Holdings 693 11,230,000 5,998,000 2,931,000 17,200,312 37,360,005 Percentage % 0.00 30.06 16.05 7.85 46.04 100.00
3. LIST OF THIRTY (30) LARGEST SHAREHOLDERS (AS AT 31 OCTOBER 2001)

No 1. 2. 3. 4. Name Ng Choo Kwan Holdings Sdn Bhd Yulina Binti Baharuddin Berjaya General Insurance Berhad M.I.T Nominees (Tempatan) Sdn Bhd Qualifier : Pledged Securities Account for Allied Champion Inc (ZZ178-009) HSBC Nominees (Tempatan ) Sdn Bhd Qualifier : HSBC SG for Tiong Ik King UOBM Nominees (Tempatan) Sdn Bhd Qualifier : Pledged Securities Account for Lee Ah Bah @ Ong Kee (JBR) UOBM Nominees (Tempatan) Sdn Bhd Qualifier : Pledged Securities Account for Goh Hoon Eng (JBR) Ng Choo Kwan Holdings Sdn Bhd Ng Chee Tiang Lee Ah Bah @ Ong Kee Lembaga Tabung Haji Amsteel Equity Nominees (Tempatan) Sdn Bhd Qualifier : Pledged Securities Account for Chung Kin Chuan (SXM262) Lee Kim Lan @ Lee Kim Ping Cho Soo RC Nominees (Tempatan) Sdn Bhd Qualifier : Leong Soi Lin (SBB KT) Mass Progress Sdn Bhd No. of Shares 17,076,312 1,290,000 630,000 Percentage % 45.71 3.45 1.69
239,000 200,000
0.64 0.54
5. 6.
191,000 146,000 124,000 122,000 113,000 100,000
0.51 0.39 0.33 0.33 0.30 0.27
7. 8. 9. 10. 11. 12.
90,000 76,000 71,000 69,000 66,000
0.24 0.20 0.19 0.18 0.18
13. 14. 15. 16.
67
SHAREHOLDING STATISTICS (contd)
Annual Report 2001
No 17. 18.
Name Wong Thiam Fook RHB Capital Nominees (Tempatan) Sdn Bhd Qualifier : Pledged Securities Account for Ng Ping Sin (LBU1033) Ngiam Tong Lang @ Ngiam Tong Hong Goh Boon Siah RHB Capital Nominees (Tempatan) Sdn Bhd Qualifier : Pledged Securities Account for Koh Sin Chai (CEB) Straits Nominees (Asing) Sdn Bhd Qualifier : GK Goh SPL for Lee Kang Hua (18/202507) Hau Jit Guat @ Hau Seong Pin Gan Chuan Lee Hon Chong Hing Toh Seng Tat TCL Nominees (Tempatan) Sdn Bhd Qualifier : Pledged Securities Account for Yeo Koon Lian Abas Bin Mohamad Wong Yee Ling Lee Teck Ong @ Lee Kok Chee Total
No. of Shares 65,000
Percentage % 0.17
61,000 61,000 61,000 60,000 55,000 55,000 55,000 53,000 50,000 50,000 50,000 46,000 45,000 21,370,312
0.16 0.16 0.16 0.16 0.15 0.15 0.15 0.14 0.13 0.13 0.13 0.12 0.12 57.18
19. 20. 21. 22. 23. 24. 25. 26. 27. 28. 29. 30.
LIST OF SUBSTANTIAL SHAREHOLDERS (Holding 5% or more in the Share Capital and excluding bare trustees)
Name Ng Choo Kwan Holdings Sdn Bhd No. of shares held(Direct) 17,200,312 Percentage % 46.04 No. of shares held(Indirect) Percentage % -
68
PROPERTIES OWNED BY THE GROUP
Annual Report 2001
FREEHOLD PROPERTIES
LOCATION DESCRIPTION APPROXIMATED AGE OF BUILDING LAND AREA N.B.V 30/06/2001 (RM) DATE OF VALUATION/ ACQUISITION
Freehold Land & Buildings Owned by Ng Choo Kwan & Sons Hardware Berhad Lot No : BL433, Bukit Beruntung District of Ulu Selangor Villa OUG Lot No : 3-502, Mukim of Petaling District of Wilayah Persekutuan HS (M) 31/69, 38/69, 47/69 - Rompin Negeri Sembilan Darul Khusus No : C8-04, The Chancellor Condo. Lot No : PT.12548, Mukim Ampang B53 Daerah Ulu Langat, Selangor Unit No.16-01, Winner Height PN. No: 20814, Lot No. 34345 Mukim Petaling, Daerah Negeri, W.P. Lot No.10, H S (D) 59309, P.T 17394 Bukit Raja Industrial Park, Klang Selangor Darul Ehsan Lot 12, H.S.(D) 59310, No. P.T. 17396, Bukit Raja Industrial Park, Klang Selangor Darul Ehsan Bungalow Land 6 Storey Condominium N/A 2 years 3,976.06sq.m 2,220sq.ft 394,066.25 309,888.00 2/10/2000 16/09/2000
Rubber Estate / Land Condominium
N/A 2 years
60,724.91sq.m 1,270sq.ft
15,000.00 221,616.00
5/12/2000 29/09/2000
Condominium
6 years
1,028.00sq.ft
153,600.00
29/09/2000
Warehouse
3 years
17,603.72sq.m
7,892,348.98
13/09/2000
Factory
7 years
13,980.23sq.m
10,044,658.81
13/09/2000
HS (D) 30438, PT No.33587 Industrial land comprising Lot 1236, Mukim and District of Klang a single storey Selangor Darul Ehsan office building and workers quarters Lot No. 10381, Mukim of Klang District of Klang, Selangor Sarul Ehsan Lot No. IL-1943, Bukit Beruntung, Selangor Lot No. IL-1944, Bukit Beruntung, Selangor No. 6-G, Jalan 9/116B, Sri Desa Entrepreneurs Park, Off Jalan Kuchai Lama, 58200 K.L. No. 28-G, Jalan 9/116B, Sri Desa Entrepreneurs Park, Off Jalan Kuchai Lama, 58200 K.L. No. 30-G, Jalan 9/116B, Sri Desa Entrepreneurs Park, Off Jalan Kuchai Lama, 58200 K.L. Owned by Fook Chuan Trading Sdn Bhd H.S.(D) 1035 & 1041, Lot No : 3029 & 4 Storey Shophouse 3035 Butterworth, Sec. 4 District of Province Wellesley North Penang Lot 382, H.S(D) 20764, PT No.5375 (18875) Mukim of Sg. Buloh, Daerah Petaling Selangor Darul Ehsan 2 Storey Linked House (End lot) Warehouse Industrial Land Industrial Land Shop Office
9 years
Land : 10,290.31sq.m 1,580,000.00 Building : 176.70sq.m
12/10/2000
8 years N/A N/A 2 years
37,259.31sq.m 63,485sq ft 43,538sq ft 1,398.8sq ft
2,340,918.01 698,335.00 478,918.00 340,000.00
12/10/2000 14/04/2001 14/04/2001 14/04/2001
Shop Office
2 years
1,398.8sq ft
340,000.00
14/04/2001
Shop Office
2 years
1,398.8sq ft
340,000.00
14/04/2001
3 years
122.63sq.m
611,000.00
18/09/2000
3 years
Land area : 4,200sq.ft 118,609.40 Build up area : 2,430sq.ft
11/10/2000
69
PROPERTIES OWNED BY THE GROUP (contd)
Annual Report 2001
FREEHOLD PROPERTIES
Freehold Land & Buildings Naluri Point Pandan Heights Unit K 2101 Unit K 2102 Unit K 2103 Owned by NCK-Astarlite Sdn Bhd No. 7, Jalan PBS 14/15 Taman Perindustrian Bkt. Serdang Selangor Darul Ehsan No. 9, Jalan PBS 14/15 Taman Perindustrian Bkt. Serdang Selangor Darul Ehsan No.11, Jalan PBS 14/15 Taman Perindustrian Bkt. Serdang Selangor Darul Ehsan Lot No. 57, 1st Storey Skudai Parade Johor Darul Makmur Lot No. 58, 1st Storey Skudai Parade Johor Darul Makmur Owned by NCK Marketing Sdn Bhd Unit No : D23-L3, Prime Square Petaling Jaya, Selangor Darul Ehsan Unit N-B-7, Mutiara Malacca Jalan Pantai, P.T No : 286 Mukim Tangga Batu, Melaka Senai Industrial Park, Johor. Owned by NCK Development Sdn Bhd Unit No : 18404, Ria Apartment Genting Highlands Owned by NCK Metal Sdn Bhd Greenfields Apartment Unit No : A15-07 15th Floor, Block A Held under H.S(D) 81311 No. PT 4796 Mukim Petaling Daerah Wilayah Persekutuan Greenfields Apartment Unit No : A13-07,13th Floor, Block A Held under H.S(D) 81311 No. PT 4796 Mukim Petaling Daerah Wilayah Persekutuan Greenfields Apartment Unit No : B05-02, 5th Floor, Block B Held under H.S(D) 81311 No.PT 4796 Mukim Petaling Daerah Wilayah Persekutuan South City Service Condominium Parcel No : C-13-07(B) Held under H.S(D) 91639, P.T.No : 32217 Mukim of Petaling, Daerah Petaling Negeri Selangor Apartment 2 years 999sq.ft 178,615.80 26/09/2000 Apartment 17 years 137.00sq.m 274,050.00 29/09/2000 Office Lot Condominium 2 years 3 years 161.24sq.m 70.88sq.m 272,160.00 240,680.10 26/10/2001 30/09/2000 1 1/2 Storey Factory 6 years 243.87sq.m 426,245.63 28/09/2000 Condominium Condominium Condominium 2 years 2 years 2 years 1,126sq.ft 1,126sq.ft 1,126sq.ft 168,864.00 168,864.00 168,864.00 13/04/2001 13/04/2001 13/04/2001
1 1/2 Storey Factory
6 years
243.87sq.m
426,245.63
28/09/2000
1 1/2 Storey Factory
6 years
243.87sq.m
426,245.63
28/09/2000
Shoplot Shoplot
1 year 1 year
34.80sq.m 38.46sq.m
226,048.00 235,672.00
31/10/2000 31/10/2000
Medium Cost Apartment
2 year
703.65sq ft
85,536.00
18/09/2000
Apartment
2 years
999sq.ft
178,179.30
26/09/2000
Apartment
2 years
994sq.ft
154,001.08
26/09/2000
Condominium
2 years
1,255.9sq.ft
205,800.00
4/10/2000
70
Annual Report 2001
FREEHOLD PROPERTIES
Freehold Land & Buildings South City Service Condominium Parcel No : C-17-11(P3) Held under H.S(D) 91639, P.T.No : 32217 Mukim of Petaling, Daerah Petaling Negeri Selangor Mukim of Bkt. Raja, Klang+B184 Owned by Perumahan NCK Sdn Bhd HS(M) 2082, PT No. 3609 Mukim Sg Buloh, Daerah Petaling Selangor Darul Ehsan No. 6, Jalan 2/109E, Jalan Desa Taman Desa, Off Jalan Klang Lama 58100 Kuala Lumpur No. 8, Jalan 2/109E, Jalan Desa Taman Desa, Off Jalan Klang Lama 58100 Kuala Lumpur No.10, Jalan 2/109E, Jalan Desa Taman Desa, Off Jalan Klang Lama 58100 Kuala Lumpur No. 12, Jalan 2/109E, Jalan Desa Taman Desa, Off Jalan Klang Lama 58100 Kuala Lumpur Owned by Pavbloc Sdn Bhd Lot No : 3220 Mukim Ulu Yam Daerah Ulu Selangor Selangor Darul Ehsan. Owned by NCK Wire Products Sdn Bhd Unit No : C-3A-2 Block C, Centrepoint Business Park Shah Alam, Selangor Darul Ehsan Unit No. 60041-2A, Zone 6, Bkt Beruntung Unit No. 60041-2B, Zone 6, Bkt Beruntung Unit No. 60043-2A, Zone 6, Bkt Beruntung Sub total Office Apartment 3 years 1,287.00 sq.m. 220,513.30 22/10/2001 Factory Building 3 years 40,468.50 sq.m 6,366,323.00 29/12/2000 Development Land N/A 24,289.96sq.m 568,181.54 15/11/2000 Condominium 2 years 1,943.9sq.ft 32,340.00 4/10/2000
Shophouse
7 years
Land : 1,100sq.ft 400,199.98 Build-up area : 3,740sq.ft
16/10/2000
Shophouse
7 years
Land : 1,100sq.ft 400,199.98 Build-up area : 3,740sq.ft
16/10/2000
Shophouse
7 years
Land : 1,100sq.ft 994,793.35 Build-up area : 3,740sq.ft Land : 1,100sq.ft 994,793.35 Build-up area : 3,740sq.ft
16/10/2000
Shophouse
7 years
16/10/2000
Shop Office Shop Office Shop Office
1 year 1 year 1 year
899sq ft 851sq ft 1,285sq ft
66,900.00 62,900.00 101,300.00 39,692,374.12
28/06/2000 28/06/2000 28/06/2000
71
Annual Report 2001
FREEHOLD PROPERTIES
Freehold Land & Buildings Land & Development Expenditure Owned by NCK Development Sdn Bhd Mukim of Pasir Panjang Port Dickson Negeri Sembilan Darul Khusus Resort Development Land N/A 80,127.63sq.m 5,512,398.08 15/08/2001
Owned by Multi-Success Builder Sdn Bhd GM 817 Lot 1423, Mukim Kuala Lumpur Tempat 3 1/4 Miles New Petaling Road Wilayah Petaling Owned by Hock Hup Development (Sendirian) Berhad Geran No : 43019, Lot No : 17494 Lot No : 6400, Padang Jawa Mukim of Bukit Raja, Klang Sub total Capital Work In Progress Owned by Ng Choo Kwan & Sons Hardware Sdn Berhad Twelve units Desarina Condominium Parcel No : A2/6-3A 6th Floor Parcel No : A1/4-4A 4th Floor Parcel No : A1/4-3A 4th Floor Parcel No : A2/3-2A 3rd Floor Owned by Fook Chuan Trading Sdn Bhd Parcel No : A1/6 - 2A 6th Floor Parcel No : A1/6 - 3A 6th Floor Parcel No : A1/5 - 2A 5th Floor Owned by Perumahan NCK Sdn Bhd Parcel No : B5/5 - 3B 5th Floor Parcel No : B5/5 - 4B 5th Floor Parcel No : A2/5 - 2A 5th Floor Parcel No : A1/1 - 2A 1st Floor Parcel No : A2/1 - 2A 1st Floor Parcel No.B-38-22 (D1) Star City Services Suite Kuala Lumpur Owned by Khazanah Wangsa Sdn Bhd Lot 3220, Mukim Ulu Yam, Selangor Sub total Total Land N/A 94.012 acres 7,180,000.01 9,975,746.95 90,280,519.15 17/11/1994 Condominium Condominium Condominium Condominium Condominium Condominium Work-in Progress Work-in Progress Work-in Progress Work-in Progress Work-in Progress Work-in-progress 116,91.sq.m 116,91.sq.m 124,22.sq.m 124,22.sq.m 124,22.sq.m 58.90sq.m 239,400.00 239,400.00 264,450.00 243,950.00 243,950.00 143,384.80 28/09/2000 28/09/2000 28/09/2000 28/09/2000 28/09/2000 15/09/2000 Condominium Condominium Condominium Work-in Progress Work-in Progress Work-in Progress 124,22.sq.m 124,22.sq.m 124,22.sq.m 148,325.69 148,325.69 146,560.76 28/09/2000 28/09/2000 28/09/2000 Condominium Condominium Condominium Condominium Work-in Progress Work-in Progress Work-in Progress Work-in Progress 124.22sq.m 124.22sq.m 124.22sq.m 124.22sq.m 251,000.00 238,000.00 243,000.00 246,000.00 28/09/2000 28/09/2000 28/09/2000 28/09/2000 Land N/A 11,891.96sq.m 4,970,000.00 15/09/2000
Residential, Commercial & Industrial Park
N/A
69.17 acres
30,130,000.00
13/10/2000
40,612,398.08
72
Annual Report 2001
LEASEHOLD PROPERTIES
LOCATION DESCRIPTION APPROXIMATED AGE OF BUILDING LAND AREA N.B.V 30/06/2001 (RM) UNEXPIRED EXPIRY DATE OF VALUATION/ ACQUISITION
Leasehold Land & Buildings Owned by Ng Choo Kwan & Sons Hardware Sdn Berhad H.S.(D) LP 9510, PT 610, Bdr Teluk Intan, Perak Darul Ridzuan H.S.(D) 215496, No. P.T.D62161 Mukim Pulai, Daerah Johor Bahru No.140-2A, Tmn Sri Batu Caves Held under H.S.(D) 19921 No.P.T. 22389, Mukim Batu P.T No.17 , Section 92A Town and District of Kuala Lumpur Owned by Fook Chuan Trading Sdn Bhd Tropicana Golf & Country Resort H.S.(D) 98116, No.P.T:30302 Parcel 7, Lot No. 40 Mukim Sungai, Daerah Petaling Shang Villa Condominium Unit No : 8th Floor Block B Mukim Damansara, Negeri Selangor Industrial & comprising a single storey office building and workers quarters 4 Storey Shoplot (end lot) Shophouse Apartment 2 years 2,674sq.ft 634,790.00 93 2094 5/10/2000
8 years 2 years
2,766.59sq.ft 760.90sq.ft
813,900.00 86,400.00
91 49
2092 2050
31/10/2000 19/09/2000
Warehouse with attached four storey office annexe Bungalow Land
16 years
Land : 7,099.93 sq m Building : 5,281.54 sqm 1,108sq.m (11,926 sq ft)
3,603,701.62
17
2018
18/09/2000
N/A
850,000.00
89
2090
29/09/2000
Condominium
2 years
1,212sq.ft
214,269.12
81
2082
11/10/2000
Itville Apartment ( Putra Perdana ) 5 Storey Medium Cost Unit No : 4JB-205, 2nd Floor, Block B Apartment H.S.(D) 2483, No.P.T. 6260 Mukim Dengkil, District of Sepang, Selangor Lot 3342, Taman Putra Perdana, Puchong Owned by NCK Marketing Sdn Bhd Lot No : RKE - 7, P.T.No.19276 No.13, Jalan BBK 13 Bandar Kundang, Mukim Rawang Daerah Gombak P.T No.19036, No.30 Jalan BBK 1/13, Bandar Kundang Mukim Rawang, Daerah Gombak Owned by NCK Aluminium Sdn Bhd 2 Storey Linked House 2 1/2 Storey Shoplot
2 years
Build up area : 790sq.ft
87,782.40
92
2093
28/09/2000
Build up Area :1500sq.ft 2 years 151.9sq.m
196,000.00 574,567.28
92 96
2093 2097
21/09/2000 29/09/2000
2 1/2 Storey Linked House
1 year
230.86sq.m
182,249.92
96
2097
29/09/2000
Serendah Lake View Resort 5 Storey Medium Cost C202, Pangsapuri Seri Cempaka Apartment Jln Kiambang 1, Pinggiran Tasik Kiambang Serendah Lake View Resort 5 Storey Medium Cost C204, Pangsapuri Seri Cempaka Apartment Jln Kiambang 1, Pinggiran Tasik Kiambang Mah Sing Intergrated Industrial Park P.T. No.37046 Mukim Sg. Buloh, Selangor Darul Ehsan Parcel No.1, Storey No. L14 No.18-4-1, Jalan 1/108C Taman Sg. Besi, 57100 Kuala Lumpur P.T No.26, Section 92A Town and District of Kuala Lumpur Owned by Perumahan NCK Sdn Bhd 1st Floor, Asia City Kota Kinabalu, Sabah Lot 69 1st Floor, Asia City Kota Kinabalu, Sabah Lot 70 Sub total Shophouse 1 1/2 Storey Terrace Factory Apartment
2 years
78.96sq.m
73,320.00
94
2095
3/10/2000
2 years
78.96sq.m
73,320.00
94
2095
3/10/2000
2 years
279.00sq.m
331,465.33
95
2096
21/12/2000
16 years
75.62sq.m
86,540.75
84
2085
16/03/2001
Single storey warehouse and three satorey office annexe
25 years
Land : 5,341.74sq.m Building : 3,711.47sq.m
2,632,796.74
19
2020
18/09/2000
9 years
111.48sq.m
284,042.90
82
2083
20/09/2000
Shophouse
9 years
111.48sq.m
284,042.90
82
2083
20/09/2000
9,560,498.96
73
Annual Report 2001
LOCATION DESCRIPTION APPROXIMATED AGE OF BUILDING LAND AREA N.B.V 30/06/2001 (RM) UNEXPIRED EXPIRY DATE OF VALUATION/ ACQUISITION
Capital Work In Progress Owned by Perumahan NCK Sdn Bhd Lot No. OS-1006, Menara Metro Larkin H.S(D)216745, P.T 20023 Town of Johor Bahru Lot No. OS-1010, Menara Metro Larkin H.S(D)216745, P.T 20023 Town of Johor Bahru Lot No. OS-1007, Menara Metro Larkin H.S(D)216745, P.T 20023 Town of Johor Bahru Galaxy Ampang, Tmn Dagang Ampang Lot 64, Grd Floor H.S.(D) 28688, P.T.No :15752 Mukim Ampang, District of Ulu Langat Owned by C.T. Yap Enterprise Sdn Bhd Lot / Unit No. 57, West Port Tech Zone Pulau Indah, Mukim of Klang Daerah Klang, Selangor Darul Ehsan Owned by NCK-Astarlite Sdn Bhd Lot No. OS-1009, Menara Metro Larkin P.T PTB 20023 HS(D) 216745 Town of Johor Bahru District of Johor Bahru, Johor Darul Makmur Galaxy Ampang, Tmn Dagang Ampang Lot 32, ( 1st Floor ) H.S.(D) 28688, P.T.No:15752 Mukim Ampang, District of Ulu Langat Office Lot Work-in-progress 119.66sq.m 283,361.00 93 2094 19/09/2000 Factory Lot Work-in-progress 185.87sq.m 217,100.00 94 2095 21/12/2000 Office Lot Work-in-progress 134.52sq.m 324,740.00 93 2094 19/09/2001
Office Lot
Work-in-progress
126.16sq.m
304,525.00
93
2094
19/09/2001
Office Lot
Work-in-progress
119.47sq.m
288,405.00
93
2094
19/09/2001
Commercial Lot
Work-in-progress
421.13sq.m
3,248,700.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
282.237sq.m
186,332.00
83
2084
28/09/2000
Owned by Ng Choo Kwan & Sons Hardware S/B Galaxy Ampang, Tmn Dagang Ampang Lot 63, 2nd Floor H.S.(D) 28688, P.T.No:15752 Mukim Ampang, District of Ulu Langat Owned by Fook Chuan Trading Sdn Bhd Galaxy Ampang, Tmn Dagang Ampang Lot 26, 2nd Floor H.S.(D) 28688, P.T.No :15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 27, 2nd Floor H.S.(D) 28688, P.T.No:15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 45, 2nd Floor H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 46, 2nd Floor H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 48A ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 48B ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 48C ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Commercial Lot Work-in-progress 405.950sq.ft 303,080.00 83 2084 28/09/2000 Commercial Lot Work-in-progress 421.08sq.ft 341,095.86 83 2084 16/08/2000
Commercial Lot
Work-in-progress
405.950sq.ft
303,079.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
451.578sq.ft
421,430.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
400.880sq.ft
374,117.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
495.11sq.ft
321,239.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
416.423sq.ft
270,186.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
416.423sq.ft
270,186.00
83
2084
28/09/2000
74
Annual Report 2001
LOCATION DESCRIPTION APPROXIMATED AGE OF BUILDING Work-in-progress LAND AREA N.B.V 30/06/2001 (RM) 217,478.00 UNEXPIRED EXPIRY DATE OF VALUATION/ ACQUISITION 28/09/2000
Galaxy Ampang, Tmn Dagang Ampang Lot 49, ( 2nd Floor ) H.S.(D) 28688, P.T.No:15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 51, ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 70, ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 74, ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 109, ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Owned by NCK Metal Sdn Bhd Galaxy Ampang, Tmn Dagang Ampang Lot 58, ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 59, ( 2nd Floor ) H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Owned by NCK Aluminium Sdn Bhd Galaxy Ampang, Tmn Dagang Ampang Lot 62, 2nd Floor H.S.(D) 28688, P.T.No : 15752 Mukim Ampang, District of Ulu Langat Galaxy Ampang, Tmn Dagang Ampang Lot 60 : 2nd Floor H.S.(D) 28688, P.T.No :15752 Mukim Ampang, District of Ulu Langat Owned by NCK Marketing Sdn Bhd Lot No.OS-1011, Menara Metro Larkin H.S(D)216745, P.T 20023 Town of Johor Bahru Sub total Total
Commercial Lot
335.189sq.ft
83
2084
Commercial Lot
Work-in-progress
462.040sq.ft
381,915.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
489.671sq.ft
365,584.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
462.719sq.ft
382,476.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
399.072sq.ft
273,115.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
421.08sq.ft.
256,739.42
83
2084
28/09/2000
Commercial Lot
Work-in-progress
421.08sq.ft.
256,739.42
83
2084
28/09/2000
Commercial Lot
Work-in-progress
421.08sq.ft
288,176.00
83
2084
28/09/2000
Commercial Lot
Work-in-progress
421.08sq.ft
261,979.00
83
2084
28/09/2000
Office Lot
Work-in-progress
119.47sq.m
443,700.00
93
2094
19/09/2000
10,585,477.70 20,145,976.66
STATEMENT ON REVALUATION POLICY

The landed properties have been stated at cost less accumulated depreciation. There has not been any revaluation of landed properties undertaken for the financial year under review.
75
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NCK CORPORATION BERHAD
FORM OF PROXY
I/We, (Please use block letters) of
(Special Administrators Appointed) (Company No. 132248-V) (Incorporated in Malaysia)
No. of shares held
NRIC/Company No.
(Full Address) being (a) member(s) of NCK CORPORATION BERHAD (Special Administrators Appointed) hereby appoint of or failing him/her of
or failing him, the Chairman of the Meeting as my/our proxy to attend and to vote for me/us on my/our behalf at the Sixteenth Annual General Meeting of the Company to be held at the Conference Room, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur on Wednesday, 26 December 2001 at 10.00 a.m. and at any adjournment thereof on the following resolutions referred to in the Notice of Annual General Meeting. My/Our proxy is to vote as indicated below :-
RESOLUTION
1. To receive and adopt the Audited Accounts of the Company for the year ended 30 June 2001 and the Reports of the Directors and Auditors thereon. (Resolution 1)
FOR
AGAINST
2. To approve the payment of Directors fees in respect of the financial year ended 30 June 2001. (Resolution 2) 3. To re-elect Mr Yap Tat Meng who retires by rotation in accordance with Article 105 of the Articles of Association of the Company and being eligible offer himself for re-election. (Resolution 3)
4. To re-elect Madam Yong Shin Ming who retires in accordance with Article 88 of the Articles of Association of the Company and being eligible offer herself for re-election. (Resolution 4)
5. To consider and if thought fit, to pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:THAT Mr Ng Choo Kwan who is over the age of seventy (70) years and retiring in accordance with Section 129(2) of the Companies Act, 1965 be and is hereby re-elected a Director of the Company and to hold office until the conclusion of the next Annual General Meeting. (Resolution 5)
6. To re-appoint Messrs Ong Boon Bah & Co. as the Companys Auditors and to authorise the Directors to fix their remuneration. *Please indicate with X how you wish to cast your vote. As witness my/our hand this day of 2001 (Resolution 6)
Signature of Member(s) or Common Seal

Notes :(1) A member of the Company entitled to attend and vote at the Meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy may but need not be a member of the Company. If the Proxy is not a member of the Company, then the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two (2) proxies at each meeting) to attend and vote at the same meeting. A member who appoints two (2) proxies shall specify the proportion of his shareholdings to be represented by each proxy. The instrument appointing a proxy and the power of attorney (if any) under which it is signed or a notarially certified copy thereof must be deposited at the Registered Office of the Company at 4th Floor, Wisma NCK 3, Lot 45A, Section 92A, Batu 31/2, Jalan Sungei Besi, 57100 Kuala Lumpur or the Companys Share Registrar office at Level 13, Uptown 1, No. 1, Jalan SS21/58, Damansara Uptown, 47400 Petaling Jaya, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holding this meeting or at any adjournment thereof.
(2) (3) (4)
Fold here
Stamp
PFA REGISTRATION SERVICES SDN BHD (Company No. 19234-W) Level 13, Uptown 1 No. 1, Jalan SS 21/58 Damansara Uptown 47400 Petaling Jaya Selangor Darul Ehsan
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CONTENTS

Annual Report 2001

NOTICE OF ANNUAL GENERAL MEETING

Annual Report 2001

By Order of the Board

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Annual Report 2001

1. NAME OF INDIVIDUALS WHO ARE STANDING FOR RE-ELECTION

2. DETAILS OF ATTENDANCE OF DIRECTORS AT BOARD MEETINGS

3. DATE, TIME AND PLACE OF THE BOARD MEETINGS

Board of Directors Meeting (4/00)

Tuesday, 8 August 2000

Board of Directors Meeting (1/01)

Friday, 23 February 2001

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (contd)

Annual Report 2001

4. FURTHER DETAILS OF INDIVIDUALS WHO ARE STANDING FOR RE-ELECTION AS DIRECTORS

Working Experience and Occupation

Annual Report 2001

NCK CORPORATION BERHAD

100% NCK Technology Sdn Bhd

85% Pavbloc Sdn Bhd

85% One-Two Marketing Sdn Bhd

90% One-Two Marketing (East-Coast) Sdn Bhd

100% NCK Aluminium Extrusion Sdn Bhd

100% NCK Marketing Sdn Bhd

100% Australian Parquet Marketing (M) Sdn Bhd

100% Ng Choo Kwan & Sons Hardware Sdn Berhad

51% Ng Choo Kwan (MT) Sdn Bhd

100% Hasrat Teguh Sdn Bhd

35% Fook Chuan Trading Sdn Bhd

70% Australian Parquet Manufacturing (M) Sdn Bhd

100% NCK Development Sdn Bhd

50% Khazanah Wangsa Sdn Bhd

51% Fook Chuan Hardware Sdn Bhd

60% Wang Dynasty Restaurant Sdn Bhd

100% Nusantara Kukuh Sdn Bhd

100% Hock Hup Developments (Sendirian) Bhd

65% C. T. Yap Enterprise Sdn Bhd

51% Perumahan NCK Sdn Bhd

100% Multi-Success Builder Sdn Bhd

100% Ratu Hasrat Sdn Bhd

Annual Report 2001

PROFILE OF THE BOARD OF DIRECTORS

Annual Report 2001

PROFILE OF THE BOARD OF DIRECTORS (contd)

Annual Report 2001

PROFILE OF THE BOARD OF DIRECTORS (contd)

Annual Report 2001

NAME OF DIRECTORS Mr Ng Choo Kwan

Mr Siow Chau @ Siau Chan Leong

AUDIT COMMITTEE REPORT

Annual Report 2001

1) COMPOSITION OF AUDIT COMMITTEE

AUDIT COMMITTEE REPORT (contd)

Annual Report 2001

AUDIT COMMITTEE REPORT (contd)

Annual Report 2001

4) SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

5) SUMMARY OF ACTIVITIES OF THE GROUP INTERNAL AUDIT DEPARTMENT

CORPORATE GOVERNANCE STATEMENT

Annual Report 2001

CORPORATE GOVERNANCE STATEMENT (contd)