Professional Documents
Culture Documents
06
07
Notice Of Annual
General Meeting
Group Structure
Corporate
Information
09
11
14
Chairmans
Statement
Profile Of Directors
Audit Committee
Report
17
24
25
Corporate
Governance
Statement
Other Information
Corporate
Responsibility
Statement
27
31
Statement Of Risk
Management And
Internal Control
Financial
Statements
CONTENTS
106
108
Analysis Of
Shareholdings
List Of Properties
Proxy Form
Resolution 1
3. To re-elect the following Directors retiring in accordance with Article 103 of the Articles of Association
of the Company:
(a) Dato Nik Abdul Aziz Bin Mohamed Kamil
(b) Mr. Shih Chao Yuan
4. To re-appoint Messrs BDO as the Auditors of the Company for the ensuing year and to authorise
the Directors to fix their remuneration.
Resolution 2
Resolution 3
Resolution 4
As Special Business
To consider and if thought fit, to pass the following as Ordinary Resolutions:
5. Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965
Resolution 5
THAT pursuant to Section 132D of the Companies Act, 1965 and approvals from Bursa Malaysia
for the listing of and quotation for the additional shares so issued and other relevant authorities,
where approval is necessary, authority be and is hereby given to the Directors to allot and issue
shares in the Company at any time upon such terms and conditions and for such purposes as the
Directors may in their absolute discretion deem fit provided always that the aggregate number of
shares to be issued shall not exceed 10% of the issued share capital of the Company at any point
of time AND THAT such authority shall continue to be in force until the conclusion of the next Annual
General Meeting of the Company.
6. Proposed Renewal of Shareholders Mandate and Proposed New Shareholders Mandate for
Recurrent Related Party Transactions of a Revenue or Trading Nature
THAT approval be and is hereby given for the renewal of the Shareholders Mandate for the
Acoustech Berhad Group of Companies to enter into any category of recurrent transactions of a
revenue or trading nature falling within the types of transactions as set out in Section 3.3 in the
Circular to Shareholders dated 22 May 2013 with the related parties falling within the classes of
persons set out in Section 3.2 in the Circular which are necessary for day-to-day operations and
are carried out in the ordinary course of business on terms which are not more favorable to the
related parties than those generally available to the public and are not to the detriment of minority
shareholders;
Resolution 6
Resolution 7
NOTES
1. Appointment of Proxy
A Member of the Company who is entitled to attend and vote at the meeting may appoint not more
than two (2) proxies to attend and vote instead of him.
A Member of the Company who is an authorised nominee as defined in the Securities Industry
(Central Depositories) Act, 1991 (SICDA) may appoint not more than two (2) proxies in respect
of each securities account it holds in ordinary shares of the Company standing to the credit of the
said securities account.
A Member of the Company who is an exempt authorised nominee which holds ordinary shares in
the Company for multiple beneficial owners in one (1) securities account (omnibus account), there
is no limit to the number of proxies which the exempt authorised nominee may appoint in respect
of each omnibus account it holds. An exempt authorised nominee refers to an authorised nominee
defined under SICDA which is exempted from compliance with the provisions of subsection 25A(1)
of SICDA.
Where a Member or the authorized nominee appoints two (2) proxies, or where an exempt
authorized nominee appoints two (2) or more proxies, the proportion of shareholdings to be
represented by each proxy must be specified in the instrument appointing the proxies.
A proxy need not be a Member of the Company. A proxy appointed to attend and vote shall have
the same rights as the Member to speak at the meeting.
Resolution 8
Resolution 9
Resolution 10
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 its common seal or in
some other manner approved by its Directors.
The instrument of proxy must be deposited at the Companys Registered Office at Level 18, The
Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur at least
forty-eight hours before the time appointed for holding the meeting.
For the purpose of determining a Member who shall be entitled to attend and vote at the meeting,
the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make available to the
Company a Record of Depositors as at 6 June 2013 and only a depositor whose name appears on
the Record of Depositors shall be entitled to attend the meeting or appoint proxies to attend and
vote in his stead.
2. Agenda No. 1
This item of the Agenda is meant for discussion only. The provisions of Section 169 of the
Companies Act, 1965 require that the audited financial statements and the Reports of the Directors
and Auditors thereon be laid before the Company at its Annual General Meeting. As such this
Agenda item is not a business which requires a resolution to be put to vote by shareholders.
3. Explanatory Notes on Special Businesses
Resolution No. 5
The proposed Resolution No. 5, seeking a renewal of the general mandate is to provide flexibility
to the Company to issue new securities without the need to convene separate general meeting to
obtain its shareholders approval so as to avoid incurring additional cost and time. The purpose of
this general mandate is for possible fund raising exercise including but not limited to further
placement of shares for purpose of funding current and/or future investment projects, working
capital, repayment of bank borrowings, acquisitions and/or for issuance of shares as settlement of
purchase consideration. Should the mandate be exercised, the Directors will utilize the proceeds
raised for working capital or such other applications they may in their absolute discretion deem fit.
As at the date of the Notice, the Company has not issued any new shares under this general
mandate.
Resolution No. 6
For further information, please refer to the Circular to Shareholders dated 22 May 2013
accompanying the Companys Annual Report for the financial year ended 31 December 2012.
Resolution No. 7
The proposed Resolution No. 7, if passed will empower the Directors of the Company to purchase
up to 10% of the issued and paid-up share capital of the Company by utilizing the funds allocated
which shall not exceed the retained profits and share premium account of the Company. This
authority, unless revoked or varied at a general meeting will expire at the conclusion of the next
Annual General Meeting of the Company.
Resolution No. 8 to No. 10
The proposed Resolutions No. 8 to No. 10 is to seek shareholders approval on the retention of
Directors who have served as Independent Directors for more than nine years in the Company.
4. Statement Accompanying Notice of Annual General Meeting
There is no person seeking election as director of the Company at this Annual General Meeting.
GROUP STRUCTURE
100%
Formosa Prosonic
Technics Sdn Bhd
58.19%
Aerotronic Sdn Bhd
100%
Formosa Prosonic
Chemicals Sdn Bhd
75%
Formosa Prosonic
Equipment Sdn Bhd
50%
Elkay Pacific Rim
(Malaysia) Sdn Bhd
CORPORATE INFORMATION
BOARD OF
DIRECTORS
Chang Song Hai
Chairman, Non-Independent Non-Executive Director
Su Cheng Tao
Managing Director
Dato Nik Abdul Aziz Bin Mohamed Kamil
Independent Non-Executive Director
Dato Chen Po Hsiung
Executive Director
Leong Ngai Seng
Senior Independent Non-Executive Director
Shih Chao Yuan
Non-Independent Non-Executive Director
Soon Kwai Choy
Independent Non-Executive Director
CORPORATE INFORMATION
(Contd)
AUDIT COMMITTEE
REGISTERED OFFICE
SHARE REGISTRAR
NOMINATION COMMITTEE
REMUNERATION COMMITTEE
Chang Song Hai
Chairman, Non-Independent Non-Executive Director
Leong Ngai Seng
Senior Independent Non-Executive Director
Dato Nik Abdul Aziz Bin Mohamed Kamil
Independent Non-Executive Director
No. 2, Jalan 1
Bandar Sultan Suleiman
Taiwanese Industrial Park
42000 Port Klang
Selangor Darul Ehsan
Tel : 03-3176 1145
Fax: 03-3176 2003
PRINCIPAL BANKERS
COMPANY SECRETARIES
WEBSITE
AUDITORS
www.acoustech.com.my
BDO (AF : 0206)
Chartered Accountants
12th Floor, Menara Uni.Asia
1008 Jalan Sultan Ismail
50250 Kuala Lumpur
CHAIRMANS STATEMENT
The sales and operating profit contributions by division are
as follow:
12-month ended 12-month ended
31.12.2012
31.12.2011
RM mil %
RM mil %
Sales:
Audio
Electrical equipment
Chemical paints
263.1
41.8
11.9
83.0
13.2
3.8
239.0
39.2
13.1
82.0
13.5
4.5
316.8
100.0
291.3
100.0
Operating profit:
13.4
Audio
Electrical equipment
1.5
Chemical paints
(0.3)
Unallocated expenses (0.3)
14.3
DEAR
SHAREHOLDERS
On behalf of the Board of Directors of
Acoustech Berhad, I am pleased to
present you the Annual Report and
Audited Financial Statements of the
Group and the Company for the financial
year ended 31 December 2012.
93.7
10.5
(2.1)
(2.1)
100.0
13.9
0.8
0.6
(0.5)
14.8
93.9
5.4
4.1
(3.4)
100.0
10
CHAIRMANS STATEMENT
(Contd)
Financial review
The Group generated revenue of RM316.8 million for FY2012, an increase of 8.8% from RM291.3 million in the prior year.
Gross profit margin was lower at 9.4% in FY2012 compared to 10.9% in the prior year. As a result, profit attributable to
shareholders decreased to RM10.7 million from RM11.3 million. This translated to lower earnings per share of 6.2 sen
compared to 6.6 sen for the previous financial year.
During FY2012, the Group generated cash from operations of RM5 million. The Group ended the financial year with a healthy
balance sheet. The Group is debt free and has cash and cash equivalents (inclusive of short term funds) of RM61 million
compared to RM64 million at the beginning of the year. Turnover for trade receivables and inventories stood at 86 days and
23 days respectively, which were within normal trade terms, compared to 85 days and 44 days at the end of the last financial
year.
Outlook
We anticipate FY2013 to be a challenging year due to intensified competition and rising wages which will impact our sales
and profitability. We strive to position the Group as a low-cost producer through the improvement of productivity and efficiency
coupled with creativity and an innovative mindset. Barring unforeseen circumstances, we expect our Group to remain
profitable in the financial year ending 2013.
Dividends
The Directors had paid an interim single tier dividend of 4.0 sen per ordinary share or RM6.9 million for FY2012 compared
to 5.0 sen per ordinary share or RM8.6 million for the previous financial year.
Appreciation
In closing, the Board and Management would like to thank the Directors for their contributions, as well as our employees
whose commitment, hard work and dedication form the solid foundation of this Company, helping us to rise above all
challenges.
Last but not least, we would like to thank our business partners, clients and our loyal shareholders for their unwavering
support and trust. We look forward to your continued support in the years ahead.
11
PROFILE OF DIRECTORS
SU CHENG TAO
12
PROFILE OF DIRECTORS
(Contd)
13
PROFILE OF DIRECTORS
(Contd)
Notes:
Family Relationship
None of Directors have any family
relationship with any other director
and/or major shareholder of the
Company.
Conflict of Interest
The Company and/or its subsidiaries
have entered into recurrent related
party transactions of a revenue or
trading nature with the Formosa
Industries Berhad Group of Companies
(FPIB Group) in which the Directors
of the Company, namely Mr. Shih Chao
Yuan and Mr. Chang Song Hai have
interests. By virtue of their interest, they
are deemed to be interested in the
recurrent related party transactions
entered with the FPIB Group.
Save for the above, none of the
Directors have any conflict of interest
with the Company.
Conviction For Offences
None of the Directors has been
convicted for any offences within the
past ten (10) years.
14
TERMS OF REFERENCE
Constitution
The Audit Committee was constituted per resolution of the Board on 4 September 2001 and its terms of reference are
consistent with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (the Exchange).
Authority
The Audit Committee is authorised by the Board to investigate any activity within its terms of reference.
It is authorised by the Board to obtain legal or other professional advice if it deems necessary.
COMPOSITION
The Audit Committee shall comprise at least 3 directors all of which must be non-executive directors with a majority of
them being independent directors;
At least one member of the Audit committee shall be a member of the Malaysian Institute of Accountants or a person
who fulfills the specific requirements as prescribed or approved by the Exchange.
In the event of any vacancy in the Audit Committee resulting in the non-compliance of the Exchanges Listing
Requirements, the vacancy shall be filled within 3 months.
The members of the Audit Committee shall elect a chairman from among their number who shall be an independent
director.
Members of the Committee shall serve for a period of two years and then retire from office but shall be eligible for
re-appointment.
15
Review the following and report the same to the Board of Directors;
-
with the external auditors, his evaluation of the system of internal controls;
the adequacy of the scope, functions, competency and resources of the internal audit functions and the necessary
authority of the internal auditor has to carry out the work;
the internal audit program, processes, the results of the internal audit program, processes or investigations
undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
the quarterly results and year-end financial statements, prior to the approval by the Board focusing particularly on:(i) changes in or implementation of major accounting policy changes;
(ii) significant and unusual events;
(iii) the going-concern assumptions; and
(iv) compliance with accounting standards and other legal requirement;
any related party transactions and the conflict of interest situation including any transaction, procedure or course of
conduct that raises questions of management integrity;
whether there is any reason and supported by grounds, to believe that the external auditors is not suitable for
re-appointment;
Report promptly to the Exchange on any matter the Audit Committee had reported to the Board of Directors, which was
not satisfactorily resolved and/or resulted in a breach of the Exchanges Listing Requirements;
16
Reviewed the unaudited quarterly financial statements before submission to the Board for approval;
Reviewed the internal audit programs, reports and remedial action taken;
Reviewed the Related Party Transactions, the conflict of interest declarations and the Circular to Shareholder in relation
to Recurrent Related Party Transactions; and
MEETINGS
The Audit Committee met four (4) times during the financial year end 31 December 2012. Details of attendance are as
follows:
Name of Director
Soon Kwai Choy
Dato Nik Abdul Aziz Bin Mohamed Kamil
Leong Ngai Seng
Attendance
4/4
3/4
4/4
17
18
Total Number
Meetings
Number of
Meetings Attended
4
4
4
4
4
4
4
4
4
3
4
4
4
4
Recommend to the Board, candidates nominated by shareholders or the Board for directorships to be filled;
Recommend to the Board, directors to fill seats on board committees;
Review annually the required skills and experience and other qualities and core competencies non-executive
directors should bring to the Board; and
Assess annually the effectiveness of the Board as a whole and the contribution of each individual director.
19
During the financial year under review, the Committee met once to conduct the annual review on the Directors core
competencies, contribution, effectiveness and conducted a review on the independence of the independent directors.
The MCCG 2012 recommends that the Chair of the Nomination Committee should be the Senior Independent
Director identified by the Board. Mr Leong Ngai Seng, who is the Chairman of the Nomination Committee and a
member of the Audit Committee and Remuneration Committee, acts as the Senior Independent Non-Executive
Director. Any concerns with regards to the Group may be conveyed to him.
1.7 Re-election of Directors
In accordance with the Companys Articles of Association, one-third of the Directors are required to submit
themselves for re-election by rotation at least once every three years at each Annual General Meeting (AGM).
Retiring Directors can offer themselves for re-election.
Directors who are appointed during the financial year are, in accordance with the Companys Articles of Association,
required to retire at the AGM following their appointment but are eligible for re-election by the shareholders.
1.8 Directors Training
All Directors of the Company have attended Bursa Malaysias Mandatory Accreditation Programme (MAP). The
Directors will also attend relevant training programmes from time to time.
During the financial year, the Board of Directors attended a briefing programme conducted in-house on IFRS 10
Consolidated Financial Statements (new control principles) held on 8 November 2012.
20
Fees
RM
Emoluments
RM
Total
Benefits-in-kind
RM
Remuneration
RM
Executive Directors
Non-Executive Directors
80,000
220,000
955,250
113,400
26,975
-
1,062,225
333,400
Total
300,000
1,068,650
26,975
1,395,625
21
Below RM50,000
RM50,001 RM100,000
RM100,001 RM250,000
RM250,001 RM300,000
RM300,001 RM350,000
RM350,001 RM400,000
RM400,001 RM450,000
RM450,001 RM500,000
RM500,001 RM550,000
RM550,001 RM600,000
RM600,001 RM650,000
RM650,001 RM700,000
Executive Directors
Non-Executive Directors
1
1
1
4
-
3. SHAREHOLDERS
The Board of Directors recognizes the importance of communication and timely dissemination of information to
shareholders. Information is communicated through announcements to the Bursa Malaysia and the distribution of annual
reports to shareholders.
General Meetings serve as the principal forum for communicating with the shareholders of the Company. The Board
encourages participation of shareholders at the General Meeting to ensure a high level of accountability and identification
with the Groups strategy and goals.
The Company follows a continuous disclosure policy, making announcements to the Bursa Malaysia when it becomes
aware of information which might materially affect the price of its shares.
22
23
Board Charter
Code of Ethics
Code of Conduct
Remuneration Committee Charter
Nomination Committee Charter
Corporate Disclosure Policy
Sustainability Policy
The Board, will moving forward, continue to adopt the principles and recommendation of the MCCG.
4.5 Relationship with the Auditors
The external auditors, Messrs BDO have continued to report to members of the Company on their findings which
are included as part of the Companys financial reports with respect to each years audit on the statutory financial
statements. In doing so the Company has established a transparent arrangement with the auditors to meet their
professional requirements.
The auditors have, from time to time, highlighted to the Audit Committee and the Board matters requiring the Boards
attention.
24
OTHER INFORMATION
Conflict of Interests
None of the Directors has any family relationships with other Directors or major shareholders of the Company.
Convictions for Offences
None of the Directors has been convicted for offences within the past ten years other than traffic offences, if any.
Utilisation of Proceeds
There were no issuance of new shares, rights issue or issuance of bonds during the financial year.
Imposition of Sanctions and/or Penalties
There were no sanctions and/or penalties imposed on the Company or its subsidiaries, Directors or Management by relevant
regulatory bodies during the financial year.
Share Buybacks
There was no share buyback of the companys own share during the financial year.
Option, Warrants or Convertible Securities
There was no exercise of option, warrant or convertible securities during the financial year.
American Depository Receipts (ADR) and Global Depository Receipts (GDR)
The Company has not sponsored any ADR or GDR programme for the financial year.
Non-Audit Fees
There were no non-audit fees paid to the external auditors for the financial year.
Profit Estimate, Forecast or Projection
The Company did not make any release on profit estimates, forecast or projections during the financial year.
Profit Guarantee
There was no profit guarantee given by the Company during the financial year.
Material Contracts
There were no material contracts entered into by the Company and/or its subsidiary companies which involved Directors
and major shareholders interests either still subsisting at the end of the financial year ended 31 December 2012 or entered
into since the end of the previous financial year.
Recurrent Related Party Transactions of a Revenue or Trading Nature
Details of transactions with related parties undertaken by the Group during the financial year under review are disclosed in
note 28 to the financial statements.
Contracts Relating to Loans
There was no contract relating to loans by the Company.
25
1. MARKET PLACE
1.1 Implement and maintain ethical business practices and sound systems of corporate governance by:
abiding or exceeding the requirements of laws and regulations; and
working with governments, industry and other stakeholders to develop sustainable development strategies.
1.2 Integrate sustainable development considerations within the corporate decision-making process by:
adopting sustainable development practices throughout the product life cycle-plan, design, operation and closure;
engaging regularly with people affected by its operations, and take their views and concerns into account in
decision making;
encouraging suppliers, business partners and customers to adopt practices comparable to ACOSTECs; and
train our employees and contracted workers to ensure adequate competency with regards to its sustainable
development objectives.
2. COMMUNITY
2.1 Contribute to the social, economic and institutional development of the communities in which it operates by
developing partnerships that foster the sustainable development of the host communities to enhance economic
benefits from its operations.
2.2 Implement effective engagement, communication and reporting arrangements with stakeholders by establishing
processes that enable consultation and feedback with all them.
3. WORK PLACE
3.1 Uphold fundamental rights and respect cultures, customs and values in dealings with employees and others who
are affected by its activities by encouraging a diverse workforce and providing a work environment in which everyone
is treated fairly, with respect and can realise their full potential.
3.2 Seek continual improvement of health and safety performance by:
identifying, assessing and managing risks to employees, contractors, the environment and nearby communities; and
seeking ways to promote and improve the health of the workforce and the community.
26
Line Responsibility
Responsibility of the employees and the commitment of the entire workforce regarding the installation, operation
and maintenance of the Occupational Safety and Health Management System.
Operational Discipline
Our documentation and our practices take into account safety and health aspects in all stages of our activities.
Effective management foresees activities that are in compliance with the procedures, regulations, mechanical
processes, physical conditions and the capacity of people to continually identify, analyse and minimise exposure
to risk and breakdowns.
Leadership
The Group believes it is absolutely necessary to maintain a leadership attitude that permits a process of team
preparation and motivation. Occupational Safety and Health performance strongly depends upon the visible
commitment of each leader, strict discipline, control and follow-up.
4. ENVIRONMENT
4.1 Seek continual improvement of its environmental performance by:
assessing the positive, negative, indirect and cumulative impacts of its projects - from start through to the end;
establishing management systems focused on continual improvement through review, prevention, mitigation of
adverse environmental impacts.
4.2 Contribute to the responsible management and protection of biodiversity by seeking best available technologies and
processes to control and manage solid waste, liquid effluents and chemical gas emission.
4.3 To enable environmental objectives to be achieved, ACOSTEC will:
Maintain certification of the ISO 14001 and continue to build on the strength of the system;
Complete all scheduled audits and ensure findings are closed out in a timely fashion;
Further develop and refine the environmental management system, including addressing opportunities for
improvement raised in the recent surveillance audit;
Communicate about and respond to and address incidents and issues in a timely fashion and use the outcomes
as a basis for ongoing improvement;
Integrate environmental considerations into all aspects of the companys activities;
Select appropriately qualified and capable people, and provide necessary training to enable employees,
contractors and suppliers to recognise the potential and actual impact of their activities to ensure they are able
to manage their activities; and
Comply with all applicable legal and regulatory requirements as a minimum standard.
4.4 Since these commitments are a critical part of the way ACOSTEC does business, all employees and contracted
workers are accountable for making appropriate decisions within the scope of their work responsibilities to ensure
these commitments are achieved.
27
BOARDS RESPONSIBILITY
The Board of Directors acknowledges its overall responsibility for maintaining a sound internal control system for the Group
to safeguard the shareholders investment and the Groups assets, and to discharge their stewardship responsibilities in
identifying risks and ensuring the implementation of appropriate system to manage these risks in accordance with the best
practices of the Malaysian Code on Corporate Governance.
The Board further recognizes its responsibility for reviewing the adequacy and integrity of the Groups internal control systems
and management information systems.
In view of the limitations that are inherent in any systems of internal control, the Groups system of internal control is designed
to manage rather than eliminate the risk of failure to achieve business objective and can only provide reasonable and not
absolute assurance against material misstatement or loss.
The Board confirms that there is a continuous process in place to identify, evaluate and manage the significant risks that
may affect the achievement of business objectives. The process which has been instituted throughtout the group is updated
and reviewed from time to time to be relevant to the changes in the business environment, and this on-going process has
been in place for the whole financial year under review and up to the date of adoption of this Anuual report.
Risk Policy
Risk is a factor of every-day life and can never be eliminated completely. All employees must understand the nature of risk
and accept responsibility for risks associated with their area of authority. The necessary support, assistance and commitment
of senior management will be provided.
The policy forms part of the Groups internal control and governance arrangements.
Our Risk Management objectives are to:
1. Integrate Risk Management into the culture of the organization.
2. Manage risk in accordance with best practice and provide reasonable assurance regarding the achievement of AB
Group objective and maximize stakeholders value.
3. Consider legal compliance as an absolute minimum.
4. Anticipate and respond quickly to social, environmental and legislative change.
5. Prevent injury and damage and reduce the cost of risk.
6. Raise awareness of the need for risk management.
28
29
Risk
identification
Risk analysis
Risk evaluation
Risk Assessment
Risk treatment
The process is an ongoing process for evaluating and managing the significant risks faced by the Group. This process includes
updating the system of internal controls when there are changes to the business environment or regulatory guidelines.
Risk Guidelines
Risks have been defined, described and rated in the framework into 3 categories i.e. High, Medium & Low. The guidelines
were duly approved and endorsed by the BAC and BOD.
Reporting
Heads of operating units are required to issue a Letter of Assurance addressed to BAC & BOD regarding the CSA carried
out by respective division operating units. The RMC shall submit the risk management report to BAC & BOD on annual basis
in the months of April of each year.
Risk management is a dynamic process, an update of the risk profiles are necessary and should be an on-going process.
The updates/re-assessments are performed annually to ensure proper management of business and operational risks and
effectiveness of the control environment.
30
32
36
36
Directors Report
Statement By
Directors
Statutory
Declaration
37
39
41
42
Independent
Auditors Report
Consolidated
Statement Of
Financial Position
Statement Of
Financial Position
Statements Of
Comprehensive
Income
43
45
46
Consolidated
Statement Of
Changes In Equity
Statement Of
Changes In Equity
Statements Of
Cash Flows
48
Notes To The
Financial
Statements
FINANCIAL
STATEMENTS
32
DIRECTORS REPORT
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2012.
PRINCIPAL ACTIVITIES
The Company is an investment holding company. The principal activities of the subsidiaries are set out in Note 8 to the
financial statements. There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Group
RM
Company
RM
10,730,345
13,753,253
10,669,865
60,480
13,753,253
-
10,730,345
13,753,253
Attributable to:
Owners of the parent
Non-controlling interests
DIVIDENDS
Dividends paid and declared since the end of the previous financial year were as follows:
Company
RM
In respect of financial year ended 31 December 2011:
First interim single tier dividend of 5.0 sen per ordinary share, paid on 28 March 2012
8,572,255
The Directors declared a first interim single tier dividend of 4.0 sen per ordinary share after the end of the reporting period,
amounting to RM6,857,804 in respect of the financial year ended 31 December 2012 and paid to the shareholders
on 28 March 2013, whose names appeared on the Record of Depositors of the Company at the close of business
on 18 March 2013.
The Directors do not recommend the payment of any final dividend in respect of the current financial year.
33
DIRECTORS REPORT
(Contd)
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any new shares or debentures during the financial year.
DIRECTORS
The Directors who have held for office since the date of the last report are:
Chang Song Hai
Su Cheng Tao
Dato Nik Abdul Aziz Bin Mohamed Kamil
Dato Chen Po Hsiung
Leong Ngai Seng
Shih Chao Yuan
Soon Kwai Choy
DIRECTORS INTERESTS
The Directors holding office at the end of the financial year and their beneficial interests in the ordinary shares of the Company
and of its related corporations during the financial year ended 31 December 2012 as recorded in the Register of Directors
Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 were as follows:
Number of ordinary shares of RM0.50 each
Balance
Balance
as at
as at
1.1.2012
Bought
Sold
31.12.2012
Shares in the Company
Direct interests
Chang Song Hai
Su Cheng Tao
Dato Chen Po Hsiung
Leong Ngai Seng
Shih Chao Yuan
Soon Kwai Choy
400,000
1,505,956
7,209,876
300,000
1,854,290
400,000
400,000
1,505,956
7,209,876
300,000
1,854,290
400,000
265,846
47,882,474
610,000
265,846
47,882,474
610,000
Indirect interests
Dato Chen Po Hsiung*
Shih Chao Yuan#
Soon Kwai Choy
*
#
34
DIRECTORS REPORT
(Contd)
DIRECTORS INTERESTS (continued)
By virtue of the interests in the ordinary shares of the Company and pursuant to Section 6A to the Companies Act, 1965 in
Malaysia, Shih Chao Yuan is deemed to be interested in the ordinary shares of all the subsidiaries to the extent that the
Company has an interest.
The other Director holding office at the end of the financial year did not have any interest in the ordinary shares of
the Company or ordinary shares, options over ordinary shares and debentures of its related corporations during the
financial year.
DIRECTORS BENEFITS
Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit
(other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as
shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director
or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest
other than the transactions entered into in the ordinary course of business with companies in which the Directors of the
Company have substantial financial interests as disclosed in Note 28 to the financial statements.
There were no arrangements during and at the end of the financial year, to which the Company is a party, which had the
object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of
the Company or any other body corporate.
(b)
Before the statements of comprehensive income and statements of financial position of the Group and of the
Company were made out, the Directors took reasonable steps:
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that
provision need not be made for doubtful debts; and
(ii)
to ensure that any current assets other than debts, which were unlikely to realise their book values in the
ordinary course of business had been written down to their estimated realisable values.
In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial
year have not been substantially affected by any item, transaction or event of a material and unusual nature.
35
DIRECTORS REPORT
(Contd)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued)
(II)
FROM THE END OF THE FINANCIAL YEAR TO THE DATE OF THIS REPORT
(c)
(d)
which would render the amounts written off for bad debts inadequate to any substantial extent or necessitate
the making of provision for doubtful debts in the financial statements of the Group and of the Company; and
(ii)
which would render the values attributed to current assets in the financial statements of the Group and
of the Company misleading; and
(iii)
which have arisen which would render adherence to the existing method of valuation of assets or liabilities
of the Group and of the Company misleading or inappropriate.
there has not arisen 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; and
(ii)
no contingent or other liability has become enforceable, or is likely to become enforceable, within the period
of twelve (12) months after the end of the financial year which will or may affect the abilities of the Group
and of the Company to meet their obligations as and when they fall due.
There are no charges on the assets of the Group and of the Company which have arisen since the end of the
financial year to secure the liabilities of any other person.
(f)
There are no contingent liabilities of the Group and of the Company which have arisen since the end of the
financial year.
(g)
The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements
which would render any amount stated in the financial statements of the Group and of the Company misleading.
AUDITORS
The auditors, BDO, have expressed their willingness to continue in office.
Su Cheng Tao
Director
Port Klang
25 April 2013
36
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 39 to 104 have been drawn up in accordance with
Malaysian Financial Reporting Standards, International Financial Reporting Standards, and the provisions of the Companies
Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at
31 December 2012 and of their financial performance and cash flows for the financial year then ended.
In the opinion of the Directors, the information set out in Note 33 on page 105 to the financial statements has been compiled
in accordance with the Guidance on Special Matter No.1, Determination of Realised and Unrealised Profits or Losses in the
Context of Disclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute
of Accountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
Su Cheng Tao
Director
Port Klang
25 April 2013
STATUTORY DECLARATION
I, Gan Ah Chu, being the officer primarily responsible for the financial management of Acoustech Berhad, do solemnly and
sincerely declare that the financial statements set out on pages 39 to 105 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 at Kuala Lumpur this
25 April 2013
Before me:
S.Ideraju
No.W451
Pesuruhjaya Sumpah Malaysia
Tingkat 18, Wisma Sime Darby
Jalan Raja Laut
50350 Kuala Lumpur
)
)
)
Gan Ah Chu
37
Auditors Responsibility
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 comply with ethical
requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are
free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial
statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement
of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control
relevant to the entitys preparation of the financial statements that give a true and fair view in order to design audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entitys
internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness
of accounting estimates made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the financial position of the Group and of the Company
as of 31 December 2012 and of their financial performance and cash flows for the financial year then ended in accordance
with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the
Companies Act, 1965 in Malaysia.
38
In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and
its subsidiaries have been properly kept in accordance with the provisions of the Act.
(b)
We are satisfied that the financial statements of the subsidiaries 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 financial
statements of the Group and we have received satisfactory information and explanations required by us for those purposes.
(c)
The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse
comment made under Section 174(3) of the Act.
Other Matters
As stated in Note 3 to the financial statements, Acoustech Berhad adopted Malaysian Financial Reporting Standards on 1
January 2012 with a transition date of 1 January 2011. These Standards were applied retrospectively by Directors to the
comparative information in these financial statements, including the statements of financial position as at 31 December 2011
and 1 January 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash flows
for the financial year then ended 31 December 2011 and related disclosures. We were not engaged to report on the restated
comparative information, and it is unaudited. Our responsibilities as part of our audit of the financial statements of the Group
and of the Company for the financial year ended 31 December 2012 have, in these circumstances, included obtaining sufficient
appropriate audit evidence that the opening balances as at 1 January 2012 do not contain misstatements that materially affect
the financial position as of 31 December 2012 and financial performance and cash flows for the year then ended.
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act,
1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
BDO
AF : 0206
Chartered Accountants
Kuala Lumpur
25 April 2013
39
Note
31.12.2012
RM
Group
31.12.2011
RM
1.1.2011
RM
7
9
10
46,545,176
2,451,103
4,970,000
49,431,107
2,440,287
5,040,000
50,240,661
2,242,427
6,160,000
53,966,279
56,911,394
58,643,088
20,210,855
27,456
76,585,209
3,138,652
35,449,206
25,348,994
25,877,554
69,963,253
2,041,192
29,810,015
34,628,357
22,435,420
198,968
54,266,504
3,839,230
13,088,636
43,055,287
160,760,372
162,320,371
136,884,045
214,726,651
219,231,765
195,527,133
ASSETS
Non-current assets
Property, plant and equipment
Investment in a jointly controlled entity
Other investments
Current assets
Inventories
Derivative assets
Trade and other receivables
Current tax assets
Short term funds
Cash and cash equivalents
11
12
13
14
15
TOTAL ASSETS
40
Note
31.12.2012
RM
Group
31.12.2011
RM
16
17
18
88,910,700
(5,528,318)
68,624,095
88,910,700
(5,528,318)
66,596,485
1.1.2011
RM
88,910,700
(5,528,318)
62,403,411
152,006,477
149,978,867
145,785,793
8,291,285
8,230,805
7,512,740
160,297,762
158,209,672
153,298,533
19
2,481,424
2,369,224
2,704,015
20
12
51,131,510
815,955
56,764,657
374,171
1,514,041
38,586,496
938,089
51,947,465
58,652,869
39,524,585
54,428,889
61,022,093
42,228,600
214,726,651
219,231,765
195,527,133
Non-controlling interests
TOTAL EQUITY
LIABILITIES
Non-current liabilities
Deferred tax liabilities
Current liabilities
Trade and other payables
Derivative liabilities
Current tax liabilities
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
41
Note
31.12.2012
RM
Company
31.12.2011
RM
1.1.2011
RM
74,893,666
74,893,666
74,893,666
13
32,000,519
493,743
11,219,179
103,801
31,981,092
466,134
6,072,931
151,787
27,961,411
328,134
6,495,772
6,191,252
43,817,242
38,671,944
40,976,569
118,710,908
113,565,610
115,870,235
ASSETS
Non-current assets
Investments in subsidiaries
Current assets
Other receivables
Current tax assets
Short term funds
Cash and cash equivalents
14
15
TOTAL ASSETS
16
17
18
TOTAL EQUITY
88,910,700
(5,528,318)
32,435,460
88,910,700
(5,528,318)
27,254,462
88,910,700
(5,528,318)
29,682,272
115,817,842
110,636,844
113,064,654
2,893,066
2,928,766
2,805,581
2,893,066
2,928,766
2,805,581
118,710,908
113,565,610
115,870,235
LIABILITIES
Current liabilities
Other payables
20
TOTAL LIABILITIES
TOTAL EQUITY AND LIABILITIES
42
22
Gross profit
Other income
Selling and distribution costs
Administrative expenses
Other expenses
Finance costs
Share of profit of a jointly controlled entity
2012
RM
Company
2011
RM
316,837,404 291,317,647
(286,921,604) (259,548,793)
2012
RM
2011
RM
18,750,000
-
4,000,000
-
29,915,800
3,750,975
(6,767,498)
(6,274,949)
(6,438,585)
(111,100)
465,316
31,768,854
4,289,425
(8,245,256)
(7,024,922)
(5,979,026)
(90,075)
499,860
18,750,000
349,258
(510,727)
(175,387)
-
4,000,000
270,267
(640,700)
(194,798)
-
14,539,959
(3,809,614)
15,218,860
(3,187,142)
18,413,144
(4,659,891)
3,434,769
138,000
10,730,345
12,031,718
13,753,253
3,572,769
10,660,345
10,911,718
13,753,253
3,572,769
10,669,865
60,480
11,313,653
718,065
13,753,253
-
3,572,769
-
10,730,345
12,031,718
13,753,253
3,572,769
10,599,865
60,480
10,193,653
718,065
13,753,253
-
3,572,769
-
10,660,345
10,911,718
13,753,253
3,572,769
4.00
5.00
23
24
(70,000)
(1,120,000)
25
4.00
5.00
26
6.22
6.60
88,910,700
7,342,201
1,284,370
(6,000,579)
(6,000,579)
11,313,653
11,313,653
(5,528,318) 57,969,914
(5,528,318) 52,656,840
149,978,867
(6,000,579)
(6,000,579)
10,193,653
(1,120,000)
11,313,653
145,785,793
145,785,793
Total
equity
RM
(6,000,579)
(6,000,579)
10,911,718
(1,120,000)
12,031,718
8,230,805 158,209,672
718,065
718,065
7,512,740 153,298,533
7,512,740 153,298,533
Total
attributable
NonRetained to owners of controlling
earnings
the parent
interests
RM
RM
RM
(5,528,318) 52,656,840
Treasury
shares
RM
Balance as at
31 December 2011
Total transactions
with owners
Transactions with
owners
Dividends paid
25
Total comprehensive
income
- (1,120,000)
- (1,120,000)
2,404,370
7,342,201
2,404,370
88,910,700
7,342,201
Share
premium
RM
Restated balance
as at 1 January 2011
Effect of adoption
of MFRS 1
32
88,910,700
Note
Balance as at
1 January 2011
Group
Share
capital
RM
Available
-for-sale
reserve
RM
[Non-distributable]Distributable
43
88,910,700
7,342,201
1,214,370
(70,000)
(70,000)
1,284,370
(8,572,255)
(8,572,255)
(5,528,318) 60,067,524
- 10,669,865
- 10,669,865
152,006,477
(8,572,255)
(8,572,255)
10,599,865
(70,000)
10,669,865
149,978,867
Total
equity
RM
(8,572,255)
(8,572,255)
10,660,345
(70,000)
10,730,345
8,291,285 160,297,762
60,480
60,480
8,230,805 158,209,672
Total
attributable
NonRetained to owners of controlling
earnings
the parent
interests
RM
RM
RM
(5,528,318) 57,969,914
Treasury
shares
RM
Balance as at
31 December 2012
Dividends paid
Transactions with
owners
Total comprehensive
income
-
7,342,201
88,910,700
25
Note
Share
premium
RM
Balance as at
1 January 2012
Group
Share
capital
RM
Available
-for-sale
reserve
RM
[Non-distributable] Distributable
44
Acoustech Berhad (496665-W)
45
Company
Note
[-Non-distributable-] Distributable
Share
Share
Treasury
Retained
capital
premium
shares
earnings
RM
RM
RM
RM
88,910,700
7,342,201
22,340,071
113,064,654
88,910,700
7,342,201
22,340,071
113,064,654
3,572,769
3,572,769
3,572,769
3,572,769
(6,000,579)
(6,000,579)
(6,000,579)
(6,000,579)
88,910,700
7,342,201
32
(5,528,318)
Total
equity
RM
(5,528,318)
25
(5,528,318)
19,912,261
110,636,844
13,753,253
13,753,253
13,753,253
13,753,253
(8,572,255)
(8,572,255)
(8,572,255)
(8,572,255)
88,910,700
7,342,201
25
(5,528,318)
25,093,259
115,817,842
46
Company
2012
RM
2011
RM
2012
RM
2011
RM
14,539,959
15,218,860
18,413,144
3,434,769
451,070
5,079,652
(280,000)
12(b)
11
11
(401,627)
(89,330)
66,114
(808,657)
(430,471)
152,632
112,347
573,139
(24,701)
46,226
(755,538)
(664,217)
78,723
310,403
(50,163)
11,663
(79,775)
7,801
13,202
(551)
(465,316)
(1,309)
(499,860)
11
4,714,591
(420,000) (18,750,000)
(26,763)
(319,485)
(3,010)
-
(4,000,000)
(16,025)
(239,319)
(14,923)
-
17,887,322
18,517,545
(686,144)
(835,498)
5,402,271
(6,805,029)
(5,975,013)
(3,829,951)
(15,007,276)
16,974,572
(35,700)
123,185
10,509,551
16,654,890
(721,814)
(712,313)
Interest paid
Tax paid
(66,114)
(5,492,960)
(46,226)
(1,147,943)
4,950,477
15,460,721
(721,814)
(712,313)
47
Company
2012
RM
2011
RM
2012
RM
2011
RM
280,000
-
420,000
-
14,062,500
4,000,000
454,500
302,000
808,657
430,471
755,538
664,217
319,485
3,010
239,319
14,923
(9,856)
(2,224,848)
(6,658,901)
19,464
10,446
(3,928,483)
10,079,858
(19,427)
(33,438)
(4,019,681)
4,995,772
85,000
(6,900,513)
8,388,576
14,332,130
5,230,333
(8,572,255)
(6,000,579)
(8,572,255)
(6,000,579)
(8,572,255)
(6,000,579)
(8,572,255)
(6,000,579)
(10,522,291)
17,848,718
5,038,061
(1,482,559)
133,888
500,888
62,413,670
44,064,064
4,708,693
6,191,252
52,025,267
62,413,670
9,746,754
4,708,693
25
15
48
CORPORATE INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main
Market of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed
Putra, 59200 Kuala Lumpur.
The principal place of business of the Company is located at No. 2, Jalan 1, Bandar Sultan Suleiman, Taiwanese
Industrial Park, 42000 Port Klang, Selangor Darul Ehsan.
The consolidated financial statements for the financial year ended 31 December 2012 comprise the Company and its
subsidiaries and the Groups interest in a jointly controlled entity. These financial statements are presented in Ringgit
Malaysia (RM), which is also the Companys functional currency.
The financial statements were authorised for issue in accordance with a resolution by the Board of Directors
on 25 April 2013.
2.
PRINCIPAL ACTIVITIES
The Company is an investment holding company. The principal activities of the subsidiaries are set out in Note 8 to the
financial statements. There have been no significant changes in the nature of these activities during the financial year.
3.
BASIS OF PREPARATION
The financial statements of the Group and of the Company set out on pages 39 to 104 have been prepared in
accordance with Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards
(IFRSs) and the provisions of the Companies Act, 1965 in Malaysia.
These are the Group and the Companys first financial statements prepared in accordance with MFRSs, and MFRS 1
First-time Adoption of Malaysian Financial Reporting Standards has been applied. In the previous financial years, the
financial statements of the Group and of the Company were prepared in accordance with Financial Reporting Standards
(FRSs) in Malaysia.
The Group and Company have consistently applied the same accounting policies in its opening MFRS statements of
financial position as at 1 January 2011 and throughout all financial years presented, as if these policies had always
been in effect. Comparative figures for the financial year ended 2011 in these financial statements have been restated
to give effect to these changes, if any, and Note 32 to the financial statements discloses the impact of the transition to
MFRS on the Group and Companys reported financial position, financial performance and cash flows for the financial
year then ended.
However, Note 33 to the financial statements set out on page 105 has been prepared in accordance with Guidance on
Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant
to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (MIA
Guidance) and the directive of Bursa Malaysia Securities Berhad.
49
50
the aggregate of the fair value of the consideration received and the fair value of any retained interest; and
(ii)
the previous carrying amount of the assets (including goodwill), and liabilities of the subsidiary and any
non-controlling interests.
Amounts previously recognised in other comprehensive income in relation to the subsidiary are accounted for
(i.e. reclassified to profit or loss or transferred directly to retained earnings) in the same manner as would be
required if the relevant assets or liabilities were disposed of. The fair value of any investments retained in the
former subsidiary at the date when control is lost is regarded as the fair value on initial recognition for subsequent
accounting under MFRS 139 Financial Instruments: Recognition and Measurement or, where applicable, the cost
on initial recognition of an investment in associate or jointly controlled entity.
4.3 Business combinations
Business combinations from 1 January 2011 onwards
Business combinations are accounted for by applying the acquisition method of accounting.
Identifiable assets acquired, liabilities and contingent liabilities assumed in a business combination are measured
at their fair value at the acquisition date, except that:
(a)
deferred tax assets or liabilities and liabilities or assets related to employee benefit arrangements are
recognised and measured in accordance with MFRS 112 Income Taxes and MFRS 119 Employee
Benefits respectively;
(b)
liabilities or equity instruments related to share-based payment transactions of the acquiree or the
replacement by the Group of an acquirees share-based payment transactions are measured in accordance
with MFRS 2 Share-based Payment at the acquisition date; and
(c)
assets (or disposal groups) that are classified as held for sale in accordance with MFRS 5 Non-current
Assets Held for Sale and Discontinued Operations are measured in accordance with that Standard.
Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the
serviced are received.
Any contingent consideration payable is recognised at fair value at the acquisition date. Measurement period
adjustments to contingent consideration are dealt with as follows:
(a)
If the contingent consideration is classified as equity, it is not remeasured and settlement is accounted for
within equity.
51
In a business combination achieved in stages, previously held equity interests in the acquiree are re-measured
to fair value at the acquisition date and any corresponding gain or loss is recognised in profits or loss.
The Group elects for each individual business combination, whether non-controlling interest in the acquiree
(if any) is recognised on the acquisition date at fair value, or at the non-controlling interests proportionate share
of the acquiree net identifiable assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount
of non-controlling interest in the acquiree (if any), and the fair value of the Groups previously held equity interest
in the acquiree (if any), over the net fair value of the acquirees identifiable assets and liabilities is recorded as
goodwill in the statement of financial position. In instances where the latter amount exceeds the former, the excess
is recognised as a gain on bargain purchase in profit or loss on the acquisition date.
Business combinations before 1 January 2011
As part of its transition to MFRSs, the Group elected not to restate those business combinations that occurred
before the date of transition to MFRSs, i.e. 1 January 2011.
4.4 Property, plant and equipment and depreciation
All items of property, plant and equipment are initially measured at cost less any accumulated depreciation and any
accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the asset.
Subsequent costs are included in the assets carrying amount or recognised as a separate asset, as appropriate, only
when the cost is incurred and it is probable that the future economic benefits associated with the asset would flow to
the Group and the cost of the asset can be measured reliably. The carrying amount of parts that are replaced is
derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in profit or loss
as incurred. Cost also comprises the initial estimate of dismantling and removing the asset and restoring the site on
which it is located for which the Group is obligated to incur when the asset is acquired, if applicable.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the
asset and which has different useful life, is depreciated separately.
52
50 years
60 - 99 years
1 - 10 years
1 - 10 years
1 - 10 years
5 years
1 - 10 years
1 - 10 years
At the end of each reporting period, the carrying amount of an item of property, plant and equipment is assessed
for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable.
A write down is made if the carrying amount exceeds the recoverable amount (see Note 4.8 to the financial
statements on impairment of non-financial assets).
The residual values, useful lives and depreciation method are reviewed at the end of each reporting period to
ensure that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits embodied in the items of property, plant and
equipment. If expectations differ from previous estimates, the changes are accounted for as a change in an
accounting estimate.
The carrying amount of an item of property, plant and equipment is derecognised on disposal or when no future
economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if
any, and the carrying amount is included in profit or loss.
4.5 Leases
(a)
Finance leases
Assets acquired under finance leases which transfer substantially all the risks and rewards of ownership to
the Group are recognised initially at amounts equal to the fair value of the leased assets or, if lower, the
present value of the minimum lease payments, each determined at the inception of the lease. The discount
rate used in calculating the present value of the minimum lease payments is the interest rate implicit in the
leases, if this is practicable to determine; if not, the Groups incremental borrowing rate is used. Any initial
direct costs incurred by the Group are added to the amount recognised as an asset. The assets are
capitalised as property, plant and equipment and the corresponding obligations are treated as liabilities. The
property, plant and equipment capitalised are depreciated on the same basis as owned assets.
The minimum lease payments are apportioned between the finance charges and the reduction of the
outstanding liability. The finance charges are recognised in profit or loss over the period of the lease term
so as to produce a constant periodic rate of interest on the remaining lease liabilities.
53
Operating leases
A lease is classified as an operating lease if it does not transfer substantially all the risks and rewards
incidental to ownership.
Lease payments under operating leases are recognised as an expense on a straight-line basis over the
lease term.
(c)
4.6 Investments
(a)
Subsidiaries
A subsidiary is an entity in which the Group and the Company have power to control the financial and
operating policies so as to obtain benefits from its activities. The existence and effect of potential voting
rights that are currently exercisable or convertible are considered when assessing whether the Group has
such power over another entity.
An investment in subsidiary, which is eliminated on consolidation, is stated in the Companys separate
financial statements at cost. Put options written over non-controlling interests on the acquisition of subsidiary
shall be included as part of the cost of investment in the Companys separate financial statements.
Subsequent changes in the fair value of the written put options over non-controlling interests shall be
recognised in profit or loss. Investments accounted for at cost shall be accounted for in accordance with
MFRS 5 Non-current Assets Held for Sale and Discontinued Operations when they are classified as held
for sale (or included in a disposal group that is classified as held for sale) in accordance with MFRS 5.
When control of a subsidiary is lost as a result of a transaction, event or other circumstance, the Group
would derecognise all assets, liabilities and non-controlling interests at their carrying amount and to
recognise the fair value of the consideration received. Any retained interest in the former subsidiary is
recognised at its fair value at the date control is lost. The resulting difference is recognised as a gain or loss
in profit or loss.
54
55
56
Financial assets
A financial asset is classified into the following four (4) categories after initial recognition for the purpose of
subsequent measurement:
(i)
57
Held-to-maturity investments
Financial assets classified as held-to-maturity comprise non-derivative financial assets with fixed or
determinable payments and fixed maturity that the Group has the positive intention and ability to hold
to maturity.
Subsequent to initial recognition, financial assets classified as held-to-maturity are measured at
amortised cost using the effective interest method. Gains or losses on financial assets classified as
held-to-maturity are recognised in profit or loss when the financial assets are derecognised or impaired,
and through the amortisation process.
(iii)
58
(b)
Financial liabilities
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. A financial liability is classified into the following two (2) categories after initial recognition for
the purpose of subsequent measurement:
(i)
(ii)
A financial liability is derecognised when, and only when, it is extinguished, i.e. when the obligation specified
in the contract is discharged or cancelled or expires. An exchange between an existing borrower and lender
of debt instruments with substantially different terms are accounted for as an extinguishment of the original
financial liability and the recognition of a new financial liability. Similarly, a substantial modification of the
terms of an existing financial liability is accounted for as an extinguishment of the original financial liability
and the recognition of a new financial liability.
The difference between the carrying amount of a financial liability extinguished or transferred to another
party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is
recognised in profit or loss.
A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse
the holder for a loss it incurs because a specified debtor fails to make payment when due in accordance
with the original or modified terms of a debt instrument.
59
Equity
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the
Company after deducting all of its liabilities. Ordinary shares are classified as equity instruments.
Ordinary shares are recorded at the nominal value and proceeds in excess of the nominal value of shares
issued, if any, are accounted for as share premium. Both ordinary shares and share premium are classified
as equity. Transaction costs of an equity transaction are accounted for as a deduction from equity, net of
any related income tax benefit. Otherwise, they are charged to profit or loss.
Interim dividends to shareholders are recognised in equity in the period in which they are declared. Final
dividends are recognised upon the approval of shareholders in a general meeting.
The Group measures a liability to distribute non-cash assets as a dividend to the owners of the Company
at the fair value of the assets to be distributed. The carrying amount of the dividend is remeasured at each
reporting date and at the settlement date, with any changes recognised directly in equity as adjustments to
the amount of the distribution. On settlement of the transaction, the Group recognises the difference, if any,
between the carrying amount of the assets distributed and the carrying amount of the liability in profit or loss.
When the Group repurchases its own shares, the shares repurchased would be accounted for using the
treasury stock method.
Where the treasury stock method is applied, the shares repurchased and held as treasury shares shall be
measured and carried at the cost of repurchase on initial recognition and subsequently. It shall not be
revalued for subsequent changes in the fair value or market price of the shares.
The carrying amount of the treasury shares shall be offset against equity in the statement of financial position.
To the extent that the carrying amount of the treasury shares exceeds the share premium account, it shall
be considered as a reduction of any other reserves as may be permitted by the Main Market Listing Requirements.
No gain or loss is recognised in profit or loss on the purchase, sale, issue or cancellation of the own equity
instruments of the Company. If such shares are issued by resale, any difference between the sales
consideration and the carrying amount is shown as a movement in equity.
60
(b)
Current tax
Current tax expenses are determined according to the tax laws of each jurisdiction in which the Group
operates and include all taxes based upon the taxable profits and real property gains taxes payable on
disposal of properties, if any.
61
Deferred tax
Deferred tax is recognised in full using the liability method on temporary differences arising between the
carrying amount of an asset or liability in the statement of financial position and its tax base.
Deferred tax is recognised for all temporary differences, unless the deferred tax arises from the initial
recognition of an asset or liability in a transaction which is not a business combination and at the time of
transaction, affects neither accounting profit nor taxable profit.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the deductible temporary differences, unused tax losses and unused tax credits can
be utilised. The carrying amount of a deferred tax asset is reviewed at the end of each reporting period. If
it is no longer probable that sufficient taxable profit will be available to allow the benefit of part or all of that
deferred tax asset to be utilised, the carrying amount of the deferred tax asset will be reduced accordingly.
When it becomes probable that sufficient taxable profit will be available, such reductions will be reversed to
the extent of the taxable profits.
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax
assets against current tax liabilities and when the deferred income taxes relate to the same taxation authority
on either:
(i)
(ii)
different taxable entities which intend either to settle current tax liabilities and assets on a net basis,
or to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Deferred tax would be recognised as income or expense and included in profit or loss for the period unless
the tax relates to items that are credited or charged, in the same or a different period, directly to equity, in
which case the deferred tax will be charged or credited directly to equity.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when
the asset is realised or the liability is settled, based on tax rates and tax laws by the Government in the
annual budgets which have the substantial effect of actual enactment by the end of the reporting period.
4.14 Provisions
Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event,
when it is probable that an outflow of resources embodying economic benefits would be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Where the Group expects a
provision to be reimbursed, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain.
If the effect of the time value of money is material, the amount of a provision would be discounted to its present
value at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific
to the liability.
62
(b)
63
(b)
Sale of goods
Revenue from sale of goods is recognised when significant risk and rewards of ownership of the goods has
been transferred to the customer and where the Group retains neither continuing managerial involvement
over the goods, which coincides with the delivery of goods and services and acceptance by customers.
(b)
Dividend income
Dividend income is recognised when the right to receive payment is established.
(c)
engages in business activities from which it may earn revenues and incur expenses (including revenues
and expenses relating to transactions with other components of the Group);
64
whose operating results are regularly reviewed by the Groups chief operating decision maker (i.e. the
Groups Chief Executive Officer) in making decisions about resources to be allocated to the segment and
assessing its performance; and
(c)
An operating segment may engage in business activities for which it has yet to earn revenues.
The Group reports separately information about each operating segment that meets any of the following
quantitative thresholds:
(a)
Its reported revenue, including both sales to external customers and intersegment sales or transfers, is ten
(10) per cent or more of the combined revenue, internal and external, of all operating segments.
(b)
The absolute amount of its reported profit or loss is ten (10) per cent or more of the greater, in absolute
amount of:
(c)
(i)
the combined reported profit of all operating segments that did not report a loss; and
(ii)
the combined reported loss of all operating segments that reported a loss.
Its assets are ten (10) per cent or more of the combined assets of all operating segments.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and
separately disclosed, if the management believes that information about the segment would be useful to users of
the financial statements.
Total external revenue reported by operating segments shall constitute at least seventy five (75) percent of the
Groups revenue. Operating segments identified as reportable segments in the current financial year in
accordance with the quantitative threshold, if any, would result in a restatement of prior period segment data for
comparative purposes.
4.20 Earnings per share
(a)
Basic
Basic earnings per ordinary share for the financial year is calculated by dividing the profit for the financial
year attributable to equity holders of the parent by the weighted average number of ordinary shares
outstanding during the financial year.
(b)
Diluted
Diluted earnings per ordinary share for the financial year is calculated by dividing the profit for the financial
year attributable to equity holders of the parent by the weighted average number of ordinary shares
outstanding during the financial year adjusted for the effects of dilutive potential ordinary shares.
65
Effective Date
MFRS 1
MFRS 2
MFRS 3
MFRS 4
MFRS 5
MFRS 6
MFRS 7
MFRS 8
MFRS 101
MFRS 102
MFRS 107
MFRS 108
MFRS 110
MFRS 111
MFRS 112
MFRS 116
MFRS 117
MFRS 118
MFRS 119
MFRS 120
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
66
Effective Date
IC Interpretation 1
IC Interpretation 2
IC Interpretation 4
IC Interpretation 5
IC Interpretation 6
IC Interpretation 7
IC Interpretation 9
IC Interpretation 10
IC Interpretation 12
IC Interpretation 13
IC Interpretation 14
IC Interpretation 15
IC Interpretation 16
IC Interpretation 17
IC Interpretation 18
IC Interpretation 19
IC Interpretation 107
IC Interpretation 110
IC Interpretation 112
IC Interpretation 113
IC Interpretation 115
IC Interpretation 125
IC Interpretation 127
IC Interpretation 129
IC Interpretation 131
IC Interpretation 132
(a)
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
1 January 2012
Amendments to MFRS 101 Clarification of the Requirements for Comparative Information are mandatory
for annual periods beginning on or after 1 January 2013.
The Group has early adopted Amendments to MFRS 101 Clarification of the Requirements for Comparative
Information in conjunction with the application of MFRS 101. These Amendments clarify that the third
statement of financial position is required only if a retrospective application, retrospective restatement or
reclassification has a material effect on the information in the statement of financial position at the beginning
of the preceding period. If the third statement of financial position is presented, these Amendments clarify
that the related notes to the opening statement of financial position need not be disclosed. Accordingly, there
are no related notes disclosed in relation to the opening statement of financial position as at 1 January 2011.
67
Amendments to MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards are mandatory for
annual periods beginning on or after 1 January 2013.
The Group has early adopted Amendments to MFRS 1 First-time Adoption of Malaysian Financial Reporting
Standards in conjunction with the application of MFRS 1. These Amendments clarify that the first MFRS
financial statements shall include at least three statements of financial position, two statements of profit or
loss and other comprehensive income, two separate statements of profit or loss (if presented), two
statements of cash flows and two statements of changes in equity and related notes, including comparative
information for all statements presented.
5.2
New MFRSs that have been issued, but only effective for annual periods beginning on or after
1 January 2013
The following are accounting standards, amendments and interpretations of the MFRS Framework that have
been issued by the Malaysian Accounting Standards Board (MASB) but have not been adopted by the Group
and the Company.
Title
Amendments to
MFRS 101
MFRS 10
MFRS 11
MFRS 12
MFRS 13
MFRS 119
MFRS 127
MFRS 128
Amendments
to MFRS 1
Amendments
to MFRS 7
Amendments
to MFRSs
Amendments
to MFRS 10,
MFRS 11 and
MFRS 12
IC Interpretation 20
Amendments
to MFRS 132
MFRS 9
Effective Date
Presentation of Items of Other Comprehensive Income
Consolidated Financial Statements
Joint Arrangements
Disclosure of Interests in Other Entities
Fair Value Measurement
Employee Benefits (revised)
Separate Financial Statements
Investments in Associates and Joint Ventures
Government Loans
1 July 2012
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2013
1 January 2014
1 January 2015
1 January 2015
The Group is in the process of assessing the impact of implementing these accounting standards, amendments
and interpretations, since the effects would only be observable for the future financial years.
68
(b)
(b)
Impairment of receivables
The Group makes impairment of receivables based on an assessment of the recoverability of receivables.
Impairment is applied to receivables where events or changes in circumstances indicate that the carrying
amounts may not be recoverable. The management specifically analyses historical bad debt, customer
concentration, customer creditworthiness, current economic trends and changes in customer payment terms
when making a judgement to evaluate the adequacy of impairment of receivables. Where expectations differ
from the original estimates, the differences will impact the carrying amount of receivables.
69
(d)
70
Group
2012
Balance
as at
1.1.2012
RM
Additions
RM
Written
off
RM
Disposal
RM
21,400,891
8,684,537
494,732
-
13,379,192
397,597
62,937
413,790
1,217,391
292,882
34,750
-
(7,910)
(1,641)
-
4,934,768
157,395
185,093
-
(2,112)
49,431,107
2,224,848
(11,663)
Depreciation
charge for
the financial
year
RM
Balance
as at
31.12.2012
RM
Carrying amount
Factory buildings
Leasehold land
Plant, machinery
and equipment
Office equipment
Furniture and fittings
Motor vehicles
Renovations
and installations
Canteen equipment
(19,464)*
(19,464)
(549,905)
(137,523)
21,345,718
8,547,014
(3,217,597)
(158,022)
(13,804)
(108,560)
11,351,612
530,816
83,883
305,230
(872,684)
(21,557)
4,247,177
133,726
(5,079,652)
46,545,176
[At 31.12.2012 ]
Accumulated
Carrying
Cost
depreciation
amount
RM
RM
RM
Factory buildings
Leasehold land
Plant, machinery and equipment
Office equipment
Furniture and fittings
Motor vehicles
Renovations and installations
Canteen equipment
27,825,083
9,062,725
47,068,698
1,655,620
483,146
1,868,321
11,774,255
295,246
(6,479,365)
(515,711)
(35,717,086)
(1,124,804)
(399,263)
(1,563,091)
(7,527,078)
(161,520)
21,345,718
8,547,014
11,351,612
530,816
83,883
305,230
4,247,177
133,726
100,033,094
(53,487,918)
46,545,176
* Disposal of plant and machinery to a related party at carrying amount during the financial year.
71
Group
2011
Depreciation
Transfer to
charge for
other the financial
receivables
year
RM
RM
Balance
as at
1.1.2011
RM
Additions
RM
Disposals
RM
Written
off
RM
Balance
as at
31.12.2011
RM
21,947,498
8,822,060
13,364,560
487,533
2,890,443
37,196
75,357
75,682
468,800
(12,420)
(130,692)
62,937
413,790
5,284,050
532,044
(881,326)
4,934,768
183,921
(26,526)
157,395
50,240,661
3,928,483
Carrying amount
Factory buildings
Leasehold land
Plant, machinery
and equipment
Office equipment
Furniture and
fittings
Motor vehicles
Renovations
and installations
Canteen
equipment
(5,225)
-
(5,225)
(9,960)
(3,242)
(13,202)
(1,267)
(3,752)
(5,019)
(546,607) 21,400,891
(137,523) 8,684,537
(2,859,359) 13,379,192
(120,138)
397,597
(4,714,591) 49,431,107
[At 31.12.2011 ]
Accumulated
Carrying
Cost
depreciation
amount
RM
RM
RM
Factory buildings
Leasehold land
Plant, machinery and equipment
Office equipment
Furniture and fittings
Motor vehicles
Renovations and installations
Canteen equipment
27,330,351
9,062,725
45,934,138
1,410,794
463,994
1,877,584
11,589,162
341,751
(5,929,460)
(378,188)
(32,554,946)
(1,013,197)
(401,057)
(1,463,794)
(6,654,394)
(184,356)
21,400,891
8,684,537
13,379,192
397,597
62,937
413,790
4,934,768
157,395
98,010,499
(48,579,392)
49,431,107
72
2012
RM
2011
RM
6,145,790
2,401,224
6,221,290
2,463,247
8,547,014
8,684,537
(b)
At the end of reporting period, the title deed for a piece of leasehold land of a subsidiary with a carrying amount
of RM2,094,780 (2011: RM2,119,200) is in the process of being transferred and registered in the subsidiarys name.
(c)
At the end of reporting period, the title deed for a piece of leasehold land of a subsidiary with a carrying amount
of RM2,401,224 (2011: RM2,463,247) is registered under the name of a statutory body of the State Government
of Kedah, over which a subsidiary has a right for the remaining lease period expiring on 31 May 2050.
(d)
Securities
In the previous financial year, the factory buildings and leasehold land of a subsidiary with carrying amounts
of RM3,386,255 and RM2,119,200 respectively were charged to a bank for credit facilities granted. The securities
were discharged in the current financial year.
8.
INVESTMENTS IN SUBSIDIARIES
2012
RM
Company
2011
RM
74,893,666
74,893,666
The details of the subsidiaries, which are all incorporated in Malaysia are as follows:
Name of company
Interest in equity
held by
Company
Subsidiary
2012
2011
2012
2011
%
%
%
%
100
100
Principal activities
73
Name of company
Interest in equity
held by
Company
Subsidiary
2012
2011
2012
2011
%
%
%
%
Principal activities
Formosa Prosonic
Chemicals Sdn. Bhd.*
100
100
Manufacturing of specialised
chemical paints
Formosa Prosonic
Equipment Sdn. Bhd.*
75
75
Manufacturing
equipment
58.19
58.19
of
electrical
Subsidiary of FPT
Aerotronic Sdn. Bhd.*
9.
2012
RM
2011
RM
1,816,048
635,055
1,816,048
624,239
2,451,103
2,440,287
The details of the jointly controlled entity, which is incorporated in Malaysia are as follows:
Interest in equity
held by a subsidiary
Name of company
2012
%
2011
%
50
50
Principal activities
The results of EPR have been accounted for based on the audited financial statements for the financial years ended
31 December 2012 and 31 December 2011.
During the financial year, the Group received dividend income of RM454,500 (2011: RM302,000) from its investment
in the jointly controlled entity.
74
2011
RM
Current assets
Non-current assets
3,987,001
22,326
3,536,053
32,022
Total assets
4,009,327
3,568,075
Current liabilities
Non-current liabilities
1,550,224
8,000
1,114,788
13,000
Total liabilities
1,558,224
1,127,788
4,503,830
(4,038,514)
4,662,517
(4,162,657)
Results
Revenue
Expenses, including finance costs and tax expense
Profit for the financial year
465,316
499,860
2011
RM
4,970,000
5,040,000
4,970,000
5,040,000
Information on the fair value hierarchy is disclosed in Note 30 to the financial statements.
75
INVENTORIES
Group
2012
RM
2011
RM
11,898,741
1,995,746
4,415,984
17,229,261
2,397,532
5,072,757
18,310,471
24,699,550
1,900,384
1,178,004
20,210,855
25,877,554
At cost
Raw materials
Work-in-progress
Finished goods
(a)
During the financial year, inventories of the Group recognised as cost of sales amounted to RM240,965,791
(2011: RM212,353,790). In addition, the amounts recognised in the cost of sales include the following:
Group
2012
RM
Inventories written down
Reversal of inventories previously written down
Inventories written off
(b)
2011
RM
112,347
(551)
152,632
310,403
(1,309)
78,273
264,428
387,367
The Group reversed RM551 (2011: RM1,309) in respect of inventories previously written down as the Group was
able to sell these inventories above their carrying amounts.
2011
Notional
amounts
RM
Assets
RM
Notional
amounts
RM
7,681,080
27,456
13,090,160
Liabilities
RM
Group
Forward currency contracts
(374,171)
76
(b)
During the financial year, the Group recognised total gains of RM401,627 (2011: total losses of RM573,139)
arising from fair value changes of derivatives. The fair value changes are attributable to changes in foreign
exchange spot and forward foreign exchange. The methods and assumptions applied in determining the fair
values of derivatives are disclosed in Note 30.
Trade receivables
Third parties
Related parties
Jointly controlled entity
Other receivables
Subsidiaries
Jointly controlled entity
Other receivables
(a)
Company
2012
RM
2011
RM
2012
RM
2011
RM
14,632,869
57,094,860
2,890,452
23,958,853
42,198,974
2,034,202
74,618,181
68,192,029
30,246
433,945
20,390
864,450
464,191
884,840
31,999,519
31,980,092
75,082,372
69,076,869
31,999,519
31,980,092
930,003
572,834
360,287
526,097
1,000
-
1,000
-
1,502,837
886,384
1,000
1,000
76,585,209
69,963,253
32,000,519
31,981,092
31,973,519
26,000
31,954,092
26,000
Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group range from
30 to 120 days (2011: 30 to 90 days) from the date of invoice. They are recognised at their original invoice
amounts, which represent their fair values on initial recognition.
77
Amount owing by a jointly controlled entity represents trade transactions with trade credit term of 60 days
(2011: 60 days) from the date of invoice except for an amount of RM30,246 (2011: RM20,390) representing
advances and payments on behalf, which are unsecured, interest-free and payable upon demand in cash and
cash equivalents.
(c)
Non-trade balances owing by subsidiaries represent advances and payments made on behalf, which are
unsecured, interest-free and payable upon demand in cash and cash equivalents.
(d)
Ringgit Malaysia
US Dollar
(e)
Company
2012
RM
2011
RM
2012
RM
2011
RM
62,036,566
14,548,643
54,558,101
15,405,152
32,000,519
-
31,981,092
-
76,585,209
69,963,253
32,000,519
31,981,092
2012
RM
2011
RM
66,788,500
61,410,288
4,816,563
1,558,138
795,599
659,381
5,569,311
1,017,868
41,982
152,580
7,829,681
6,781,741
74,618,181
68,192,029
78
Company
2012
RM
2011
RM
2012
RM
2011
RM
35,449,206
29,810,015
11,219,179
6,072,931
(a)
Short term funds are mainly designated to manage free cash flows and optimise working capital so as to provide
a steady stream of income returns. It is an integral part of the overall cash management.
(b)
Included in the short term funds of the Group and of the Company are amounts of RM26,676,273
(2011: RM27,785,313) and RM9,642,953 (2011: RM4,556,906) respectively representing investments in highly
liquid money market, which are readily convertible to a known amounts of cash and be subject to an insignificant
risk of changes in value.
(c)
Information on financial risks of short term funds are disclosed in Note 31 to the financial statements.
(d)
79
Company
2012
RM
2011
RM
2012
RM
2011
RM
9,098,702
16,250,292
8,772,454
25,855,903
103,801
-
151,787
-
25,348,994
34,628,357
103,801
151,787
(a)
Information on financial risks of cash and cash equivalents are disclosed in Note 31 to the financial statements.
(b)
The currency exposure profile of cash and cash equivalents are as follows:
Group
Ringgit Malaysia
US Dollar
Japanese Yen
(c)
Company
2012
RM
2011
RM
2012
RM
2011
RM
18,341,463
4,356,193
2,651,338
29,157,459
2,428,767
3,042,131
103,801
-
151,787
-
25,348,994
34,628,357
103,801
151,787
For the purpose of the statements of cash flows, cash and cash equivalents comprise the following as at the end
of the reporting period:
Group
Company
2012
RM
2011
RM
2012
RM
2011
RM
9,098,702
16,250,292
26,676,273
8,772,454
25,855,903
27,785,313
103,801
9,642,953
151,787
4,556,906
52,025,267
62,413,670
9,746,754
4,708,693
80
Authorised
2011
RM
Number
of shares
RM
400,000,000
200,000,000
400,000,000
200,000,000
177,821,400
88,910,700
177,821,400
88,910,700
The owners of the parent are entitled to receive dividends as and when declared by the Company and are entitled to
one (1) vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with regard to the
Companys residual assets.
81
Company
2012
RM
2011
RM
2012
RM
2011
RM
7,342,201
1,214,370
7,342,201
1,284,370
7,342,201
-
7,342,201
-
60,067,524
57,969,914
25,093,259
19,912,261
68,624,095
66,596,485
32,435,460
27,254,462
Non-distributable:
Share premium
Available-for-sale reserve
Distributable:
Retained earnings
(a)
Available-for-sale reserve
Available-for-sale reserve is in respect of gains or losses arising from financial assets classified as
available-for-sale.
(b)
Retained earnings
The Company had moved to a single tier system since the previous financial years, and as a result, there are no
longer any restrictions on the Company to frank the payment of dividends out of its entire retained earnings as at
the end of the reporting period.
Balance as at 1 January
Recognised in profit or loss (Note 24)
2012
RM
2,369,224
112,200
2011
RM
2,704,015
(334,791)
Balance as at 31 December
2,481,424
2,369,224
(87,207)
2,568,631
(262,130)
2,631,354
2,481,424
2,369,224
82
The components and movements of deferred tax liabilities during the financial year are as follows:
Deferred tax assets of the Group
Other
temporary
differences
RM
At 1 January 2012
Recognised in profit or loss
Total
RM
262,130
(174,923)
262,130
(174,923)
87,207
87,207
At 1 January 2011
Recognised in profit or loss
142,760
119,370
142,760
119,370
At 31 December 2011
262,130
262,130
Other
temporary
differences
RM
Total
RM
At 31 December 2012
2,518,015
(147,427)
113,339
84,704
2,631,354
(62,723)
At 31 December 2012
2,370,588
198,043
2,568,631
At 1 January 2011
Recognised in profit or loss
2,706,775
(188,760)
140,000
(26,661)
2,846,775
(215,421)
At 31 December 2011
2,518,015
113,339
2,631,354
83
Company
2012
RM
2011
RM
2012
RM
2011
RM
38,553,959
2,807,372
44,647,328
2,124,189
41,361,331
46,771,517
4,670,609
5,099,570
5,209,873
4,783,267
2,444,266
5,000
443,800
2,444,266
5,000
479,500
9,770,179
9,993,140
2,893,066
2,928,766
51,131,510
56,764,657
2,893,066
2,928,766
Trade payables
Third parties
Related parties
Other payables
Subsidiary
Other payables
Accruals
(a)
Trade payables are non-interest bearing and the normal trade credit terms granted ranging from 30 to 90 days
(2011: 30 to 90 days) from the date of invoice.
(b)
Included in other payables of the Group are amounts owing to related parties of RM209,285 (2011: RM358,502).
Non trade balances owing to related parties represent advances and payments made on behalf, which are
unsecured, interest-free and payable upon demand in cash and cash equivalents.
(c)
Non trade balance owing to a subsidiary represents advances and payments made on behalf, which are
unsecured, interest-free and payable upon demand in cash and cash equivalents.
(d)
Information on financial risks of trade and other payables are disclosed in Note 31 to the financial statements.
(e)
Ringgit Malaysia
US Dollar
Chinese Renminbi
Japanese Yen
Company
2012
RM
2011
RM
2012
RM
2011
RM
33,314,268
17,709,681
102,619
4,942
34,245,892
22,375,577
106,105
37,083
2,893,066
-
2,928,766
-
51,131,510
56,764,657
2,893,066
2,928,766
84
2011
RM
191,776
626,976
130,404
2,170
322,180
629,146
22. REVENUE
Group
Sale of goods
Dividend income from subsidiaries
Company
2012
RM
2011
RM
2012
RM
2011
RM
316,837,404
-
291,317,647
-
18,750,000
4,000,000
316,837,404
291,317,647
18,750,000
4,000,000
Company
2012
RM
2011
RM
2012
RM
2011
RM
117,800
114,800
25,000
25,000
451,070
5,079,652
4,714,591
300,000
1,068,650
340,000
1,198,200
300,000
113,400
340,000
113,400
85,000
13,250
85,000
13,250
395,967
448,788
85
Company
Note
2012
RM
2011
RM
2012
RM
2011
RM
12(b)
573,139
31,888
34,226
112,347
152,632
8,982
307
36,937
310,403
78,273
400
11,663
1,440,584
65,892
765,870
356,874
13,202
729,406
80,401
626,742
1,243,809
280,000
420,000
18,750,000
-
4,000,000
-
401,627
89,330
24,701
26,763
16,025
430,471
80,175
664,217
3,010
14,923
808,657
755,538
319,485
239,319
551
152,134
345,900
407,037
1,309
446,168
345,900
1,236,008
11
11
12(b)
11
The estimated monetary value of benefits-in-kind other than in cash received or receivable by the Directors from the
Company and the Group amounted to RM26,975 (2011: RM33,762) and RM26,975 (2011: RM33,762) respectively.
86
Company
2012
RM
2011
RM
2012
RM
2011
RM
3,569,418
127,996
3,482,027
39,906
4,579,000
80,891
(138,000)
-
3,697,414
3,521,933
4,659,891
(138,000)
34,455
77,745
(334,791)
-
112,200
(334,791)
3,809,614
3,187,142
4,659,891
(138,000)
The Malaysian income tax is calculated at the statutory tax rate of 25% (2011: 25%) of the estimated taxable profits for
the fiscal year.
The reconciliation between the average effective tax rate and the applicable tax rate of the Group and of the Company
are as follows:
Group
Company
2012
%
2011
%
2012
%
2011
%
25.0
25.0
25.0
25.0
2.4
2.1
0.4
2.0
(0.5)
(0.7)
(1.2)
(1.3)
(0.1)
(3.6)
(0.8)
(0.8)
24.8
20.7
24.9
0.9
0.5
0.2
-
0.4
-
26.2
20.9
25.3
(0.5)
(29.1)
(1.9)
(4.0)
(4.0)
87
2011
Gross
dividend
Amount per ordinary
of dividend
share
RM
sen
Amount
of dividend
RM
5.00
8,572,255
3.50
6,000,579
5.00
8,572,255
3.50
6,000,579
The Directors declared a first interim single tier tax exempt dividend of 4.0 sen per ordinary share after end of the
reporting period, amounting to RM6,857,804 in respect of the financial year ended 31 December 2012 and paid to the
shareholders on 28 March 2013, whose name appeared on the Record of Depositors of the Company at the close of
business on 18 March 2013. The financial statements for the current financial year do not reflect this declared and paid
dividend. This dividend will be accounted for as an appropriation of retained earnings in the financial year ending
31 December 2013.
(b)
10,669,865
11,313,653
171,445,100
171,445,100
6.22
6.60
88
Company
2012
RM
2011
RM
2012
RM
2011
RM
32,238,953
2,332,715
3,247,669
33,752,037
2,279,132
3,519,281
113,400
-
126,650
-
37,819,337
39,550,450
113,400
126,650
Included in the employee benefits of the Group and of the Company are Directors remuneration amounting
RM1,464,617 (2011: RM1,660,238) and RM113,400 (2011: RM126,650) respectively.
Relationship
A subsidiary of FPI
A subsidiary of FPI
A subsidiary of FPI
A subsidiary of FPI
89
(b)
Relationship
In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had
the following transactions with the related parties during the financial year:
Group
Related parties:
Commission payable
Purchase of products
Rental income received
Sale of products
Sub-contract income received
Service rendered
Jointly controlled entity:
Dividend received
Sale of products
Subsidiaries:
Gross dividends received
(c)
Company
2012
RM
2011
RM
2012
RM
2011
RM
795,613
16,523,463
345,900
186,966,054
52,800
905,426
14,252,648
345,900
127,695,062
8,830
28,400
52,800
28,400
454,500
7,515,465
302,000
7,728,815
18,750,000
4,000,000
(i)
The related party transactions described above were carried out on terms and conditions not materially
different from those obtainable from transactions with unrelated parties.
(ii)
Balances of the above related parties are disclosed in Notes 13 and 20 to the financial statements.
90
Company
2012
RM
2011
RM
2012
RM
2011
RM
2,055,155
128,115
2,046,952
179,580
113,400
-
126,650
-
2,183,270
2,226,532
113,400
126,650
Audio division
Manufacturing, assembly and sales of speaker units and multimedia speaker systems, including component parts.
(ii)
Chemicals division
Manufacturing and sales of specialised chemical paints.
(iii)
Other operating segment that does not constitute reportable segment comprises operation related to investment holding.
The accounting policies of operating segments are the same as those described in the summary of significant
accounting policies.
Segment performance is evaluated based on operating profit, excluding non-recurring losses, and in certain respect
as explained in the table below, it is measured differently from operating profit in consolidated financial statements.
Inter-segment revenue is carried out on terms and conditions not materially different from those obtainable from
transactions with unrelated parties and is eliminated on the consolidated financial statements. These policies have
been applied constantly throughout the current and previous financial years.
Segment assets exclude tax assets, investments and assets used primarily for corporate purposes.
Segment liabilities exclude tax liabilities. Details are provided in the reconciliations from segment assets and liabilities
to the position of the Group.
91
Chemicals
division
RM
Electrical
equipment
division
RM
Other
operating
segment
RM
Total
RM
Revenue
Total revenue
Inter-segment revenue
278,985,381
(15,881,783)
11,970,285
(61,376)
41,830,259
18,750,000 351,535,925
(5,362) (18,750,000) (34,698,521)
263,103,598
11,908,909
41,824,897
Interest income
Finance costs
Net interest
(expense)/income
Income distribution from
short term funds
Results
Segment profit/(loss) before tax
Share of profit of a
jointly controlled entity
Liabilities
Segment liabilities
Other information
Capital expenditure
Depreciation
Upward fair value adjustment
on derivative financial instruments
316,837,404
43,781
(46,876)
370,471
(6,394)
13,209
(57,830)
3,010
-
430,471
(111,100)
(3,095)
364,077
(44,621)
3,010
319,371
319,485
808,657
449,524
13,363,381
13,363,381
Assets
Segment assets
Investment in a jointly
controlled entity
(271,428)
(271,428)
39,648
1,039,546
465,316
1,504,862
(336,856)
(336,856)
13,794,643
465,316
14,259,959
133,817,243
27,775,972
31,223,701
11,349,980
204,166,896
2,451,103
2,451,103
133,817,243
27,775,972
33,674,804
11,349,980
206,617,999
43,423,627
1,845,492
5,413,591
448,800
51,131,510
1,849,218
3,748,597
11,286
432,712
364,344
898,343
2,224,848
5,079,652
8,393
393,234
401,627
92
Chemicals
division
RM
Electrical
equipment
division
RM
Other
operating
segment
RM
4,000,000 310,604,770
(4,000,000) (19,287,123)
Revenue
Total revenue
Inter-segment revenue
253,797,095
(14,837,882)
13,588,483
(446,985)
39,219,192
(2,256)
238,959,213
13,141,498
39,216,936
Interest income
Finance costs
Net interest
income/(expense)
Income distribution from
short term funds
Results
Segment profit/(loss) before tax
Share of profit of a
jointly controlled entity
Assets
Segment assets
Investment in a jointly
controlled entity
Liabilities
Segment liabilities
Other information
Capital expenditure
Depreciation
Downward fair value adjustment
on derivative financial instruments
Total
RM
291,317,647
82,725
(49,343)
551,981
(5,588)
14,588
(35,144)
14,923
-
664,217
(90,075)
33,382
546,393
(20,556)
14,923
574,142
502,287
13,932
239,319
755,538
13,863,074
679,998
321,159
(565,231)
499,860
13,863,074
679,998
821,019
136,041,758
38,488,024
28,928,786
6,251,718
209,710,286
2,440,287
2,440,287
136,041,758
38,488,024
31,369,073
6,251,718
212,150,573
50,588,331
1,664,848
4,401,149
484,500
57,138,828
3,642,603
3,359,675
19,476
481,921
266,404
872,995
3,928,483
4,714,591
573,139
573,139
(565,231)
14,299,000
499,860
14,798,860
93
2011
RM
14,259,959
280,000
14,798,860
420,000
14,539,959
(3,809,614)
15,218,860
(3,187,142)
10,730,345
(60,480)
12,031,718
(718,065)
10,669,865
11,313,653
2012
RM
2011
RM
Assets
Total assets for reportable segments
Other investments
Current tax assets
206,617,999
4,970,000
3,138,652
212,150,573
5,040,000
2,041,192
Groups assets
214,726,651
219,231,765
Liabilities
Total liabilities for reportable segments
Deferred tax liabilities
Current tax liabilities
51,131,510
2,481,424
815,955
57,138,828
2,369,224
1,514,041
Groups liabilities
54,428,889
61,022,093
Geographical information
The Group operates wholly in Malaysia. The revenue disclosed in geographical segments is based on the geographical
location of its customers. The composition of each geographical segment is as follows:
(i)
Malaysia
: Manufacturing, assembly and sales of speaker units and multimedia speaker systems,
including component parts, manufacturing and sales of specialised chemical paints,
manufacturing and distribution of electrical equipment and investment holding.
(ii)
Asia
: Sales of speaker units and multimedia speaker systems, including component parts,
sales of specialised chemical paints and sales of electrical equipment.
(iii)
North America
and Europe
: Sales of speaker units and multimedia speaker systems, including component parts and
sales of electrical equipment.
94
2012
RM
2011
RM
271,660,236
6,634,114
38,543,054
243,551,093
16,065,167
31,701,387
316,837,404
291,317,647
All the assets and capital expenditure of the Group are located within Malaysia.
Major Customers
The following are major customers with revenue equal to or more than 10 percent of the revenue of the Group:
Revenue
Customer A
Customer B
Customer C
2012
%
2011
%
Segment
58.3
14.0
5.4
43.1
22.4
10.8
Audio division
Audio division
Electrical equipment division
77.7
76.3
Capital management
The objective of the Groups capital management is to ensure that it maintains healthy ratios in order to support
its business operations and to provide fair returns for shareholders and benefits for other stakeholders.
The Group manages its capital structure and makes adjustments to it, in light of changes in economic conditions.
In order to maintain or adjust the capital structure, the Group may, from time to time, adjust the dividend payout
to shareholders or issue new share, where necessary. No changes were made in the objectives, policies or
processes during the financial year ended 31 December 2012 and financial year ended 31 December 2011.
The Group is not subject to any externally imposed capital requirements.
The Group monitors capital by reference to its indebtedness position, which is derived from the total financial
debts divided by the total equity. The Groups strategy is to maintain the balance between debt and equity and to
ensure sufficient operating cash flows to repay its liabilities as and when they fall due.
Pursuant to the requirements of Practice Note No. 17/2005 of the Bursa Malaysia Securities Berhad, the Group
is required to maintain a consolidated shareholders equity equal to or not less than the 25% of the issued and
paid-up capital (excluding treasury shares) and such shareholders equity is not less than RM40,000,000. The
Group has complied with this requirement for the financial year ended 31 December 2012.
95
Financial instruments
Categories of financial instruments
Group
2012
Financial assets
Derivative assets
Other investments
Trade and other receivables, net of
deposits and prepayments
Short term funds*
Cash and cash equivalents
Fair value
Loans and
through
receivables profit or loss
RM
RM
Availablefor-sale
RM
Total
RM
27,456
-
4,970,000
27,456
4,970,000
75,082,372
25,348,994
35,449,206
-
75,082,372
35,449,206
25,348,994
100,431,366
35,476,662
4,970,000
140,878,028
Other
financial
liabilities
RM
Total
RM
51,131,510
51,131,510
51,131,510
51,131,510
Availablefor-sale
RM
Total
RM
Financial liabilities
Trade and other payables
Group
2011
Financial assets
Other investments
Trade and other receivables, net of
deposits and prepayments
Short term funds*
Cash and cash equivalents
Fair value
Loans and
through
receivables profit or loss
RM
RM
5,040,000
5,040,000
69,076,869
34,628,357
29,810,015
-
69,076,869
29,810,015
34,628,357
103,705,226
29,810,015
5,040,000
138,555,241
96
Group
2011
Financial liabilities
Derivative liabilities
Trade and other payables
Company
2012
Financial assets
Trade and other receivables, net of
deposits and prepayments
Short term funds*
Cash and cash equivalents
Other
Fair value
financial
through
liabilities profit or loss
RM
RM
Total
RM
56,764,657
374,171
-
374,171
56,764,657
56,764,657
374,171
57,138,828
Fair value
Loans and
through
receivables profit or loss
RM
RM
Total
RM
31,999,519
103,801
11,219,179
-
31,999,519
11,219,179
103,801
32,103,320
11,219,179
43,322,499
Other
financial
liabilities
RM
Total
RM
2,893,066
2,893,066
2,893,066
2,893,066
Financial liabilities
other payables
97
Company
2011
Financial assets
Trade and other receivables, net of
deposits and prepayments
Short term funds*
Cash and cash equivalents
Fair value
Loans and
through
receivables profit or loss
RM
RM
Total
RM
31,980,092
151,787
6,072,931
-
31,980,092
6,072,931
151,787
32,131,879
6,072,931
38,204,810
Company
2011
Other
financial
liabilities
RM
Total
RM
Financial liabilities
other payables
2,928,766
2,928,766
2,928,766
2,928,766
(c)
Financial instruments that are not carried at fair values and whose carrying amounts are a reasonable
approximation of fair values
The carrying amounts of financial assets and financial liabilities, such as trade and other receivables and
trade and other payables, are reasonable approximation of fair values due to their short-term nature.
(ii)
(iii)
Derivatives
The fair value of a forward foreign exchange contract is the amount that would be payable or receivable
upon termination of the outstanding position arising and is determined by reference to the difference between
the contracted rate and the forward exchange rate as at the end of the reporting period applied to a contract
of similar amount and maturity profile.
98
Total
RM
Level 1
RM
Level 2
RM
Level 3
RM
27,456
35,449,206
35,449,206
27,456
-
4,970,000
4,970,000
11,219,179
11,219,179
Company
Financial assets at fair value
through profit or loss
- Short term fund
During the financial year, there were no transfers between Level 1 and Level 2 fair value measurements.
99
Total
RM
Level 1
RM
Level 2
RM
Level 3
RM
29,810,015
29,810,015
5,040,000
5,040,000
6,072,931
6,072,931
374,171
374,171
Company
Financial assets at fair value
through profit or loss
- Short term funds
There were no transfers between Level 1 and Level 2 fair value measurements during the financial year
ended 31 December 2011.
100
Credit risk
Cash deposits and trade receivables may give rise to credit risk, which requires the loss to be recognised if a
counter party fails to perform as contracted. Credit risk refers to the risk that counterparty will default on its
contractual obligations resulting in financial loss to the Group. The Group has adopted a policy of only dealing
with creditworthy counterparties and obtaining sufficient collateral where appropriate, as a means of mitigating
the risk of financial loss from defaults. The Groups exposure and the creditworthiness of its counterparties are
continuously monitored and the aggregate value of transactions concluded is spread amongst approved
counterparties. Credit exposure is controlled by the counterparty limits that are reviewed and approved by
management annually.
Exposure to credit risk
The Groups primary exposure to credit risk arises through its trade receivables. The carrying amount of financial
assets as recorded in the financial statements, grossed up for any allowances for impairment losses, represents
the Groups maximum exposure to credit risk without taking account of the value of any collateral obtained.
Credit risk concentration profile
At the end of the reporting period, approximately:
-
84.8% (2011: 85.7%) of the Groups trade receivables were owing by 1 major customer and 2 related parties.
78.4% (2011: 63.3%) of the Groups trade and other receivables were owing by related parties while 99.9%
(2011: 99.9%) of the Companys trade and other receivables were amounts owing by subsidiaries.
101
One to five
years
RM
Over five
years
RM
Total
RM
Financial liabilities:
Trade and other payables
51,131,510
51,131,510
51,131,510
51,131,510
Financial liabilities:
Other payables
2,893,066
2,893,066
2,893,066
2,893,066
On demand
or within
one year
RM
One to five
years
RM
Over five
years
RM
Total
RM
Financial liabilities:
Trade and other payables
56,764,657
56,764,657
56,764,657
56,764,657
Financial liabilities:
Other payables
2,928,766
2,928,766
2,928,766
2,928,766
As at 31 December 2012
Group
Company
As at 31 December 2011
Group
Company
102
Note
Weighted
average
effective
interest rate
%
Within
1 year
RM
15
2.60
16,250,292
15
2.36
25,855,903
Group
At 31 December 2012
Fixed rate
Deposits with licensed banks
At 31 December 2011
Fixed rate
Deposits with licensed banks
103
Contract
Contract
amounts
RM
equivalent
USD2,500,000
7,681,080
USD4,200,000
13,090,160
Maturities
At 31 December 2012
Contracts used to hedge trade receivables
At 31 December 2011
Contracts used to hedge trade receivables
28,525
59,570
(101,759)
67,667
If the relevant foreign currency weakens by 3% against the functional currencies as mentioned, impact on the
profit for the financial year would be vice versa.
104
105
Company
2011
RM
2012
RM
2011
RM
91,361,801
(2,314,475)
89,811,465
(2,925,463)
25,066,496
26,763
19,928,286
(16,025)
89,047,326
86,886,002
25,093,259
19,912,261
628,383
(4,146)
89,682,380
(29,614,856)
87,510,239
(29,540,325)
25,093,259
-
19,912,261
-
60,067,524
57,969,914
25,093,259
19,912,261
630,998
4,056
106
ANALYSIS OF SHAREHOLDINGS
AS AT 30 APRIL 2013
SHARE CAPITAL
Authorised
Issued & Fully Paid-Up
Class of Shares
Voting Rights
: RM200,000,000
: RM88,910,700
: Ordinary shares of RM0.50 each
: One vote per ordinary share
No. of
Shareholders
% of
Shareholders
No. of
Shares
% of
Shareholdings (^)
1 - 99 shares
100 - 1,000 shares
1,001 - 10,000 shares
10,001 - 100,000 shares
100,001 to less than
5% of issued shares
5% and above of issued shares
49
322
2,674
1,001
1.18
7.72
64.14
24.01
2,457
284,081
13,221,706
30,807,622
0.00
0.17
7.71
17.97
121
2
2.90
0.05
70,134,028
56,995,206
TOTAL
4,169
100.00
171,445,100
100.00
Direct
No. of Shares
Percentage (^)
Indirect
No. of Shares
Percentage
46,442,474
10,552,732
27.09
6.16
TOTAL
56,995,206
33.25
Direct
No. of Shares
Percentage (^)
Indirect
No. of Shares
Percentage (^)
7,209,876
1,854,290
1,505,956
400,000
400,000
300,000
4.21
1.08
0.88
0.23
0.23
0.17
265,846
47,882,474
610,000
-
0.16
27.93
0.36
-
11,670,122
6.80
48,758,320
28.45
Size of Shareholding
(^)
40.91
33.24
SUBSTANTIAL SHAREHOLDERS
Name
DIRECTORS' INTEREST
Name
1) Dato Chen Po Hsiung
2) Shih Chao Yuan
3) Su Cheng Tao
4) Chang Song Hai
5) Soon Kwai Choy
6) Dato' Nik Abdul Aziz Bin Mohamed Kamil
7) Leong Ngai Seng
TOTAL
(^)
107
Percentage
46,442,474
27.09
2) HUANG JUNG YU
10,552,732
6.16
7,929,880
4.63
4) CHEN PO HSIUNG
7,209,876
4.21
6,700,000
3.91
5,378,300
3.14
3,000,000
1.75
1,854,290
1.08
9) SU CHENG TAO
1,505,956
0.88
1,478,000
0.86
1,440,000
0.84
1,400,000
0.82
1,300,000
0.76
1,193,200
0.70
1,163,812
0.68
1,157,882
0.68
1,000,000
0.58
1,000,000
0.58
790,160
0.46
781,400
0.46
641,900
0.37
635,000
0.37
614,600
0.36
610,000
0.36
589,726
0.34
577,200
0.33
27) SU I HSUAN
515,000
0.30
487,442
0.28
462,000
0.27
451,000
0.26
108,861,830
63.51
Name
TOTAL
FPT
B278 Jalan 12
Cinta Sayang Resort Homes
08000 Sungai Petan
Kedah Darul Aman
Double Storey
Semi-Detached
House
Freehold
Leasehold
(99 years expiring
30/6/2105)
Leasehold
(60 years expiring
31/5/2050)
June 2000
August 2012
July 2006
FPT
15/6/2001
27/4/2000
15/6/2001
Leasehold
(99 years expiring
21/9/2093)
15/6/2001
Container Yard
15/6/2001
30/11/2009
No. 2 Jalan 1
Bandar Sultan Suleiman
Taiwanese Industrial Park
42000 Port Klang
Selangor Darul Ehsan
FPC
15/6/2001
27/4/2000
15/6/2001
18
13
23
19
19
19
19
19
17
21
17
3,200
130,634
129,976
423,797
55,684
188,217
3,120
55,170
68,136
121,008
19,144
106,064
Valuation/
Approximate Approximate
Built-up/
Acquisition/ Age of Building
Site Area Lettable Area
Completion Date
(Years)
(Sq.Ft.)
(Sq.Ft.)
27/4/2000
Leasehold
(99 years expiring
21/9/2093)
Tenure
Description
Warehouse Facility
No. 2 Lebuh 1
Bandar Sultan Suleiman
Taiwanese Industrial Park
42000 Port Klang
Selangor Darul Ehsan
FPT
Location
491,433
5,390,952
2,676,166
9,385,420
1,741,081
10,207,680
For
Accomodation
For Office
Cum Factory
For Storage
For Office
Cum Factory
For Office
Cum Factory
For Electricity
Supply
For Security
For Storage
of Containers
For Meal
and Drinks
For
Recreation
For Factory
For Factory
For Office
108
Acoustech Berhad (496665-W)
LIST OF PROPERTIES
AS AT 31 DECEMBER 2012
PROXY FORM
CDS Account No.
No. of shares held
FOR
AGAINST
Resolution 1
Resolution 2
Resolution 3
Resolution 4
Resolution 5
Resolution 6
Resolution 7
Resolution 8
Resolution 9
Resolution 10
Please indicate with an X in the spaces provided whether you wish your votes to be cast for or against the resolutions.
In the absence of specific directions, your proxy will vote or abstain as *he/she thinks fit.
Signed this .. day of
.
Signature/Common Seal of Member(s)
Notes:
1.
2.
3.
4.
5.
6.
7.
8.
A Member of the Company who is entitled to attend and vote at the meeting may appoint not more than two (2) proxies to attend and vote instead of him.
A Member of the Company who is an authorised nominee as defined in the Securities Industry (Central Depositories) Act, 1991 (SICDA) may appoint not more
than two (2) proxies in respect of each securities account it holds in ordinary shares of the Company standing to the credit of the said securities account.
A Member of the Company who is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one (1) securities
account (omnibus account), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it
holds. An exempt authorised nominee refers to an authorised nominee defined under SICDA which is exempted from compliance with the provisions of subsection
25A(1) of SICDA.
Where a Member or the authorized nominee appoints two (2) proxies, or where an exempt authorized nominee appoints two (2) or more proxies, the proportion of
shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies.
A proxy need not be a member of the Company. A proxy appointed to attend and vote shall have the same rights as the Member to speak at the meeting.
The instrument appointing a proxy shall be in writing under the hands of the appointer or of his attorney duly authorised in writing, or if the appointer is a corporation,
either under its common seal or in some other manner approved by its Directors.
The instrument of proxy must be deposited at the registered office of the Company situated at level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed
Putra, 59200 Kuala Lumpur not later than at least forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
For the purpose of determining a Member who shall be entitled to attend and vote at the meeting, the Company shall be requesting Bursa Malaysia Depository
Sdn Bhd to make available to the Company a Record of Depositors as at 6 June 2013 and only a depositor whose name appears on the Record of Depositors
shall be entitled to attend the meeting or appoint proxies to attend and vote in his stead.
STAMP