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2Notice of Annual General Meeting
4Group Financial Highlights
5Corporate Information
6Board of Directors
7Audit Committee
8Chairman’s Statement
12Group Structure
13Financial Statements
66List of Properties Owned
68Analysis of Shareholders
Form of Proxy
C O N T E N TS
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NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting of the Company be convened
and held at Ballroom I, Santubong Kuching Resort, Jalan Santubong, 93748 Kuching, Sarawak
on Friday, 15 December 2000 at 11.30 a.m. for the following purposes:
(Resolution No. 1)
(Resolution No. 2)
(Resolution No. 3)
(Resolution No. 4)
(Resolution No. 5)
(Resolution No. 6)
1. To receive and adopt the Audited Accounts for the year ended 30 June 2000, and the Reports
of the Directors and Auditors thereon.
2. To re-elect Mr Peter Ling Ee Kong who retires in accordance with Article 98 of the Company’s
Articles of Association, as Director of the Company.
3. To re-elect Senator Datuk William Lau Kung Hui who retires in accordance with Article 98 of
the Company’s Articles of Association, as Director of the Company.
4. To approve the payment of Directors’ fees.
5. To re-appoint Messrs Arthur Andersen & Co. as Auditors of the Company and to authorise the
Directors to fix their remuneration.
6. As special business to consider and, if thought fit, pass with or without any modifications,
the following ordinary resolution:
“THAT pursuant to Section 132D of the Companies Act, 1965, Articles of Association of the
Company and the Listing Requirements of the Kuala Lumpur Stock Exchange, the Directors be
and are hereby empowered to issue shares in the Company, at any time and upon such terms
and conditions and for such purposes as the Directors may, in their absolute discretion, deem
fit, provided that the aggregate number of shares to be issued pursuant to this Resolution does
not exceed 10% of the issued capital of the Company for the time being and that the Directors
be and are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for
the listing of and quotation for the additional shares so issued and that such authority shall
continue in force until the conclusion of the next annual general meeting of the Company.”
7. To consider any other business for which due notice shall have been given.
By Order of the Board
YAP BEE LEE
Secretary
Kuala Lumpur
30 November 2000
N OT I C E O F A N N U A L G E N E R A L M E E T I N G
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NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend
and vote in his stead. A proxy need not be a member of the Company.
2. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions
of his holding to be represented by each proxy.
3. The instrument appointing a proxy or proxies, in the case of an individual shall be signed by the appointer
or his attorney, and in the case of a corporation, either under seal or under the hand of an officer or attorney
duly authorised.
4. The instrument appointing a proxy or proxies must be deposited with the Company’s Share Registrars,
Panama Resources Sdn Bhd, No. 23, Jalan Sri Hartamas 7, Sri Hartamas, 50480 Kuala Lumpur not less
than 48 hours before the time for holding the meeting or any adjournment thereof.
5. Explanatory notes on special business:
The proposed resolution (6) if passed, will empower the Directors of the company to issue and allot shares
in the Company from time to time and for such purposes as the Directors consider would be in the interest
of the Company. This authority will, unless revoked or varied by the Company in general meeting expire at
the next annual general meeting of the Company.
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2000 1999 Change
(RM’000) (RM’000) (%)
PROFIT & LOSS ACCOUNT
Revenue 55,005 43,799 25.59
(Loss)/Profit before taxation (163,769) 142,525 (214.91)
(Loss)/Profit after taxation (163,956) 142,302 (215.22)
(Loss)/Profit attributable to shareholders (160,240) 142,302 (212.61)
RATIOS
(Loss)/Earnings per share (sen) (30) 28 (207.14)
Net tangible assets per share (RM) 2.31 2.64 (12.50)
BALANCE SHEET
Tangible assets employed 1,682,190 1,922,125 (12.48)
Shareholders’ funds 1,213,479 1,360,687 (10.82)
Net Tangible Assets Per Share (RM)
1.80
2.50
2.38
2.64
2.31
1996
1997
1998
1999
2000
Shareholders’ Funds (RM Million)
467.3
1,289.6
1,225.4
1,360.7
1,213.5
1996
1997
1998
1999
2000
(Loss)/Profit Before Taxation (RM Million)
196.4
(403.8)
(61.0)
142.5
(163.8)
1996
1997
1998
1999
2000
Revenue (RM Million)
556.3
516.0
292.0
43.8
55.0
1996
1997
1998
1999
2000
G R O U P F I N A N C I A L H I G H L I G H TS
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BOARD OF DIRECTORS
Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing
(Executive Chairman)
Peter Ling Ee Kong
Dato’ Stanley Isaacs
Senator Datuk William Lau Kung Hui
Dr Regina Noran Nuruddin
John Ting Sie Chuong
AUDIT COMMITTEE
Dr Regina Noran Nuruddin
(Chairman)
Senator Datuk William Lau Kung Hui
Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing
COMPANY SECRETARY
Yap Bee Lee
FINANCIAL CONTROLLER
Sunny Khoo
REGISTERED OFFICE
16th Floor Wisma Ting Pek Khiing
No. 1 Jalan Padungan
93100 Kuching, Sarawak
Tel : (082) 236908
Fax : (082) 236922
SHARE REGISTRARS
Panama Resources Sdn Bhd
23 Jalan Sri Hartamas 7
Sri Hartamas
50480 Kuala Lumpur
Tel : (603) 6511120
Fax : (603) 6513121
AUDITORS
Arthur Andersen & Co.
Public Accountants
Level 23A, Menara Milenium
Jalan Damanlela, Pusat Bandar Damansara
Damansara Heights
50490 Kuala Lumpur
PRINCIPAL BANKERS
Bumiputra-Commerce Bank Berhad
HSBC Bank Malaysia Berhad
Bank Utama Malaysia Berhad
Bayerische Landesbank Girozentrale
Overseas Union Bank (M) Berhad
Citibank Berhad
SOLICITORS
Shafee & Co
Chambers 25
No. 25 Jalan Tunku
Bukit Tunku
50480 Kuala Lumpur
Chor Pee Anwarul & Co
Suite 8-16-6, Level 16
Menara Olympia
8 Jalan Raja Chulan
50200 Kuala Lumpur
STOCK EXCHANGE LISTING
Main Board of the Kuala Lumpur
Stock Exchange
CO R P O R AT E I N FO R M AT I O N
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Top Row
Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing, Peter Ling Ee Kong, Dato’ Stanley Isaacs
Bottom Row
Senator Datuk William Lau Kung Hui, Dr Regina Noran Nuruddin, John Ting Sie Chuong
B OA R D O F D I R EC TO R S
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COMPOSITION
Dr Regina Noran Nuruddin (Chairman) – Independent Non-Executive Director
Senator Datuk William Lau Kung Hui – Independent Non-Executive Director
Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing – Executive Director
TERMS OF REFERENCE
Formation
In compliance with Section 15A and 344A of the KLSE Listing Requirements, the Audit Committee of the Company was
formed pursuant to a resolution passed by the Board of Directors on 25 July 1994.
Membership
The Audit Committee shall be appointed by the Board of Directors from among their number and shall comprise
not fewer than 3 members of whom a majority shall be independent non-executive directors of the Company or any
related corporation.
The members of the Audit Committee shall elect a Chairman from among their number who is not an executive director
or employee of the Company or any related corporation.
Functions
The function of the Audit Committee shall be:
a. to review with the auditors:
i. the audit plan;
ii. the maintenance of an effective internal accounting systems and controls therein;
iii. the audit report;
b. to review also:
i. the assistance given by the Company’s officers to the auditors;
ii. the scope and results of the internal audit procedures;
iii. the financial statement and annual report prior to submission to the Board of Directors;
iv. any related party transactions that may arise within the Company or the Group;
and
c. to recommend to the Board the appointment and remuneration of the external auditors.
AU D I T C O M M I T T E E
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On behalf of the Board of Directors, I am pleased
to present the Annual Report and Audited Accounts
of Ekran Berhad and the Group for the year ended
30 June 2000.
FINANCIAL PERFORMANCE
For the financial year under review, the Group registered
a loss after taxation of RM164.0 million as compared
to previous year’s profit after taxation of RM142.3
million. The loss after taxation for the current financial
year was mainly due to the losses incurred by the
construction sector, provision for diminution in value
of properties and investment in Philippines and
China and foreign exchange losses suffered by its
subsidiary in Philippines. Having adopted a prudent
approach, the Group had made adequate provision for
diminution in value of its investments in Philippines
and China. In addition to that, the Group’s resort and
gaming arm in Philippines had also suffered foreign
exchange losses due to the weak Peso resulting from
the prevailing political situation in Philippines.
The Company recorded a loss after taxation of
RM146.5 million compared to previous year’s loss
after taxation of RM148.4 million. The loss for the
current financial year was mainly due to provision for
doubtful debts of amount due from subsidiaries and
provision for diminution in value of investments in
Philippines and China.
DIVIDEND
The Directors do not recommend any dividend to be
declared for the year ended 30 June 2000.
REVIEW OF OPERATIONS
Oil Palm Plantation
Ekran’s oil palm plantation located in Ulu Belaga,
Sarawak covers an area of 28,600 acres. The Phase I
development covering an area of 3,600 acres started
in 1997 and the first harvest is expected in a few
months’ time. Phase II of the development covering
an area of 5,000 acres with the planting of seedlings
is nearing completion by the end of this year.
C H A I R M A N’S STAT E M E N T
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The Phase III development (another 5,000 acres) is
at its final planning stage and the nursery had been
set up for this phase. The balance of the plantation
will be developed progressively.
Bakun Hydro-Electric Corporation Sdn Bhd
On 10 August 1999, Bakun Hydro-Electric Corporation
Sdn Bhd (“BHC”) signed the Relinquishment of
Project Rights and Assets Sale Agreement with the
Government of Malaysia and the shareholders of
BHC for a total consideration of RM850,000,000
(net of the consideration amount for BHC’s equity of
RM100,000,000) for BHC to undertake the following
in relation to the Bakun Project:-
(i) Renounce its rights to the Bakun Project to the
Government of Malaysia;
(ii) Transfer existing assets of the Bakun Project to
the Government of Malaysia; and
(iii) Settle existing liabilities of the Bakun Project.
At an Extraordinary General Meeting held on 17
November 1999, the shareholders of BHC approved
the proposed capital reduction scheme (“the Scheme”)
as follows:-
(i) Reduction of its issued and paid-up capital from
RM50,000,003 to RM500,000.03 by distributing
to the existing shareholders cash of 99 sen for
each ordinary share of RM1.00 each; and
(ii) Reduction of its share premium account from
RM49,625,000 to RM2,929,000 by distributing
to the existing shareholders cash of 93.392 sen
for each ordinary share of RM1.00 each.
The Scheme has been approved by the Kuala Lumpur
High Court and Registrar of Companies on 20 June
2000 and 25 July 2000 respectively.
Wembley Industries Holdings Berhad
On 14 December 1999, Wembley Industries Holdings
Berhad (“Wembley”) announced the following proposals:-
(i) a proposed debt restructuring involving the
issue of RM606.396 million nominal value of
1% irredeemable convertible unsecured loan
stock (“ICULS”) at 100% of its nominal value as
full and final settlement of the loans and amounts
due by Wembley and its two subsidiaries, namely
Plaza Rakyat Sdn Bhd and Wembley I.B.A.E.
Sdn Bhd amounting to RM606.406 million; and
(ii) a proposed rights issue of 144,475,000 new
ordinary shares of RM1.00 each together with
144,475,000 detachable warrants on the basis
of one (1) ordinary share with one (1) detachable
warrant for every existing ordinary share held
at an issue price of RM1.00 per share.
The proposed debt restructuring would extinguish
Wembley group’s bank borrowings to be replaced by
the much lower interest-bearing ICULS. The proposed
rights issue together with warrants would raise the
necessary funding for the Group to part finance the
development of the Plaza Rakyat Project. The above
proposals are pending the approval of the Securities
Commission and the shareholders of Wembley.
Currently, construction works for the development
of the Plaza Rakyat Project are progressing at a
slower pace. The construction works remain focus
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on the completion of the inter-state bus and taxi
terminal, the retail podium and the budget hotel
whilst the other components such as the office tower,
service apartment and the 4-star hotel have been
rescheduled for future development.
The successful implementation of the proposed debt
restructuring and the proposed rights issue would
enable the company to expedite the completion of
the current development of the Plaza Rakyat Project
to commence generating profit for the group.
CORPORATE DEVELOPMENTS
Subscription Agreements with AppleleafInvestments Limited and Classic Gold AssetsLimited
On 25 July 1997, Ekran entered into two subscription
agreements to subscribe for new shares in Appleleaf
Investments Limited (“Appleleaf”) for a subscription
sum of RM668.85 million and in Classic Gold Assets
Limited (“Classic Gold”) for a subscription sum of
RM255.6 million amounting to a total subscription
sum of RM924.45 million (“Proposed Subscriptions”).
A refundable deposit of RM92.445 million equivalent
to 10% of the total subscription sum was disbursed
to Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing (“Tan
Sri Ting”) who is the beneficial owner of Appleleaf
and Classic Gold.
Appleleaf and Classic Gold had on 24 July 1997,
entered into conditional share sale agreements with
Tan Sri Ting for the former to acquire 49% equity
interest in PWE Industries Berhad for RM668.85
million and 32.29% equity interest in Granite Industries
Berhad for RM255.6 million for a total cash
consideration of RM924.45 million.
On 28 October 1997, Ekran entered into the first
supplementary agreements with Appleleaf and
Classic Gold wherein the total subscription sum
of RM924.45 million was revised downwards to
RM730.5 million and a further sum of RM620.494
million was disbursed to Tan Sri Ting making a total
refundable disbursement sum of RM712.939 million.
On 2 December 1998, Ekran entered into the second
supplementary agreements with Appleleaf and
Classic Gold wherein the total subscription sum of
RM730.5 million was further revised downwards to
RM438.2 million.
On 29 June 2000, simultaneously with the signing
of the Settlement Agreement as mentioned below,
Ekran entered into two termination agreements
with Appleleaf and Classic Gold to terminate the
subscriptions agreements dated 25 July 1997 and
the supplementary agreements dated 27 October
1997 and 2 December 1998 respectively.
Settlement Agreement with Tan Sri Ting
On 29 June 2000, Ekran entered into a Settlement
Agreement with Tan Sri Ting wherein the latter will
repay a total refundable disbursement of RM712.939
million to Ekran in the manner as detailed in the
Directors’ Report.
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Proposed Acquisition of 30% Equity Interest inSite Capital Sdn Bhd
On 8 October 1999, Ekran entered into a conditional
share sale agreement (“Share Sale Agreement”) with
Cambridge Capital Sdn Bhd to acquire 30% equity
interest in Site Capital Sdn Bhd (“Site Capital”) for a
cash consideration of RM12,000,000. In conjunction
with the Share Sale Agreement, Ekran also entered into
a Call Option Agreement with other shareholders of
Site Capital (“the Grantors”) wherein the Grantors
grant Ekran the right to require the Grantors to jointly
sell up to 3,000,000 ordinary shares equivalent to
another 30% equity interest in Site Capital within nine
months from the date of the Call Option Agreement
at RM4.00 per share.
The Company’s original intention is to acquire a
controlling interest of 60% in Site Capital via the
Call Option Agreement. Since the approval of the
Foreign Investment Committee for the proposed
acquisition of 30% equity interest in Site Capital
remains outstanding, the Company is now not keen
to participate in Site Capital. Moreover, the Call Option
Agreement had lapsed on 8 July 2000 and as such,
the Company proposed to terminate the Share Sale
Agreement.
PROSPECTS
The Group as a whole is optimistic of better
performance in the coming year in view of the overall
improving economic situation in the country.
The Company is aggressively pursuing certain large
infrastructure construction contracts in the country.
We have tendered for contracts worth approximately
RM600 million and are in the process of final
negotiations with the relevant authorities.
ACKNOWLEDGEMENT
Before I conclude, I take the opportunity to express the
Board’s appreciation and thanks to the management,
staff and business associates for their support,
dedication and understanding towards the well being
of the Company.
TAN SRI DATO’ PADUKA (DR) TING PEK KHIING
Executive Chairman
14 November 2000
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Ekran Logging Sdn Bhd (270225-U)
Ekran Timber & Sawmill Sdn Bhd (381750-D)
Ekran Project Management Sdn Bhd (260993-A)
Saeaga Airlines Sdn Bhd (363920-H)
Woodhouse Sdn Bhd (34216-T)
Bakun Management Sdn Bhd (300477-T)
Ekran Plantations Sdn Bhd (346035-T)
Interstate Budget Resort Management Sdn Bhd (259214-A)
Maya Mewah (M) Sdn Bhd (246115-X)
Ekran Holdings (Philippines), Inc. (AS094003513)
Ekran Services, Inc. (A199602175)
Sino Malaysia Art & Culture Co Ltd (0314716)
Langkasuka Marina Development Sdn Bhd (435755-U)
Bakun Hydro-Electric Corporation Sdn Bhd (292134-P)
Wembley Industries Holdings Berhad (25503-A)
NAME OF SUBSIDIARIES AND ASSOCIATED COMPANIES
100%
70%
60%
42.67%
32.82%
EKRAN BERHAD(224747-K)
Incorporated in Malaysia
G R O U P ST R U C T U R E
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14Directors’ Report
27Statement by Directors
27Statutory Declaration
28Auditors’ Report
30Balance Sheets
31Consolidated Statement of Changes in Equity
32Statement of Changes in Equity
33Income Statements
34Consolidated Cash Flow Statement
36Cash Flow Statement
38Notes to the Accounts
F I N A N C I A L STAT E M E N TS
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D I R EC TO R S ’ R E P O RT
The directors hereby submit their report together with the audited accounts of the Company and of the
Group for the financial year ended 30 June 2000.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management services
to companies in the Group.
The principal activities of the subsidiaries are described in Note 13 to the accounts.
There were no significant changes in these principal activities during the financial year.
RESULTS
Group Company
RM’000 RM’000
Loss for the year 160,240 146,492
DIVIDENDS
No dividends have been paid or declared by the Company since the end of the previous financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than as
disclosed in the income statements, statement of changes in equity and Note 23 to the accounts.
BAD AND DOUBTFUL DEBTS
Before the income statements and balance sheets were made out, the directors took reasonable steps
to ascertain that action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and are satisfied that all known bad debts had been written off and that
adequate provision had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances that would render the
amount written off for bad debts or the amount of provision for doubtful debts in the accounts of the
Company and of the Group inadequate to any substantial extent.
CURRENT ASSETS
Before the income statements and balance sheets were made out, the directors took reasonable steps
to ensure that any current assets which were unlikely to be realised in the ordinary course of business
their values as shown in the accounting records of the Company and of the Group have been written
down to an amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the
values attributed to the current assets in the accounts of the Company and of the Group misleading.
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D I R E C T O R S ’ R E P O R T
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which
render adherence to the existing methods of valuation of assets or liabilities of the Company and of the
Group misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
At the date of this report, there does not exist:
(a) any charge on the assets of the Company or of the Group which has arisen since the end of the
financial year which secures the liabilities of any other person; or
(b) any contingent liability of the Company or of the Group which has arisen since the end of the
financial year.
No contingent or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the financial year which, in the opinion of the directors, will or
may substantially affect the ability of the Company or of the Group to meet their obligations when they
fall due.
CHANGE OF CIRCUMSTANCES
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in
this report or the accounts of the Company and of the Group which would render any amount stated in
the accounts misleading.
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Company and of the Group during the financial year were not, in the opinion
of the directors, substantially affected by any item, transaction or event of a material and unusual nature.
There has not arisen in the interval between the end of the financial year and the date of this report any
item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect
substantially the results of the operations of the Company or of the Group for the financial year in which
this report is made.
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SIGNIFICANT AND SUBSEQUENT EVENTS
1. On 8 October 1999, the Company entered into a share sale agreement with Cambridge Capital
Sdn. Bhd. to acquire, subject to the approval of the relevant authorities, 3,000,000 ordinary shares
of RM1.00 each representing 30% of the issued and paid-up share capital of Site Capital Sdn.
Bhd. (“Site Capital”) for cash consideration of RM12,000,000.
In conjunction with the above share sale agreement, the Company also entered into a Call Option
Agreement with Premier Pact Sdn. Bhd., Ong Lam Hoe, Tan Tiong Liang @ Tan Chung Liang and
Nobel Pang Paul Gen (collectively “the Grantors”) wherein the Company can exercise its right to
require the Grantors to sell up to 3,000,000 ordinary shares in Site Capital within 9 months from the
date of the Call Option Agreement at a price of RM4.00 per share.
Subsequent to year-end, the Company has decided to terminate the share sale agreement and
call option agreement.
2. The sale and purchase agreement dated 2 December 1998 entered into between the Company
and Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing (“Tan Sri Ting”) for the acquisition of 60% equity
interest in Amal Bakti Sdn. Bhd. (“Amal Bakti”) which holds 99.99% equity interest in Upen Securities
Sdn. Bhd. for a cash consideration of RM45 million had lapsed.
Pursuant to the lapse, Tan Sri Ting signed a share sale agreement with Kuala Lumpur City
Corporation Berhad (“KLCC”) together with other shareholders of Amal Bakti on 11 July 2000 in
relation to the sale of his interest in Amal Bakti Sdn. Bhd. to KLCC. Under this agreement, Tan Sri
Ting has caused and authorised KLCC to pay cash of RM45.0 million directly to the Company as
and when it falls due. This cash payment forms part of the terms in the Settlement Agreement
dated 29 June 2000 as set out in paragraph 3(ii) below.
3. On 21 July 2000, the financial advisor announced on behalf of the Company the following
agreements and proposals:
• The Termination Agreements dated 29 June 2000 entered into between the Company, Appleleaf
Investments Limited (“Appleleaf”) and Classic Gold Assets Limited (“Classic Gold”) (“Termination
Agreements”);
• The Settlement Agreement dated 29 June 2000 and the Supplemental Agreement dated
20 July 2000 entered into between Tan Sri Ting and the Company (“Settlement Agreement”);
• The proposed revised utilisation of the proceeds from the rights issue and the bond issue
implemented by the Company in 1997 (“Proposed Revised Utilisation”).
D I R E C T O R S ’ R E P O R T
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D I R E C T O R S ’ R E P O R T
SIGNIFICANT AND SUBSEQUENT EVENTS (Cont’d.)
(i) Termination Agreements
The Company had, on 25 July 1997, entered into two subscription agreements to
subscribe for new shares in Appleleaf for a subscription sum of RM668.9 million and in
Classic Gold for a subscription sum of RM255.6 million amounting to a total subscription
sum of RM924.4 million (“Proposed Subscriptions”). The two subscription agreements
were subsequently terminated on 29 June 2000. With the termination of the subscription
agreements, Tan Sri Ting and the Company agreed that the RM712.9 million disbursed
to Tan Sri Ting pursuant to the Proposed Subscriptions be settled via the Settlement
Agreement dated 29 June 2000 as set out in paragraph 3(ii) below.
(ii) Settlement Agreement
On 29 June 2000, the Company entered into a settlement agreement with Tan Sri Ting
wherein Tan Sri Ting will repay the total refundable disbursement of RM712.9 million
(“Aggregate Amount”) to the Company as follows:
Amount
RM’000
(a) Tan Sri Ting shall inject assets with a value equivalent to
RM200.0 million into the Company.
(b) Tan Sri Ting has caused and authorised Global Upline
Sdn. Bhd. (“Global Upline”) to pay cash of RM37.6 million
directly to the Company in relation to Tan Sri Ting’s sale
of his 32% equity interest in PWE Industries Berhad to
Global Upline.
(c) Tan Sri Ting has caused and authorised Kuala Lumpur City
Corporation Berhad (“KLCC”) to pay cash of RM45.0 million
directly to the Company in relation to the sale of his interest
in Amal Bakti Sdn. Bhd.
(d) Tan Sri Ting agreed that a sum of RM230.6 million via the
acquisition by the Company of 60% equity interest in
Langkasuka Marina Development Sdn. Bhd. (“Langkasuka
Marina”) from Jutaan Meriang Sdn. Bhd. (“Jutaan”) shall
be set-off against the Aggregate Amount. Jutaan has
authorised the Company to pay the total consideration
sum to Tan Sri Ting via a letter dated 22 June 1998.
The Company had, on 22 June 1998, entered into an
agreement to acquire 60% equity interest in Langkasuka
Marina for a consideration of RM300.0 million, subject
to a valuation by professional valuers (“Acquisition of
Langkasuka Marina”)
200,000
37,632
45,000
230,600
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(ii) Settlement Agreement (Cont’d.)
Amount
RM’000
(e) Tan Sri Ting shall pay cash of RM50.0 million to the
Company on or before 31 July 2000. As at the date of
this report, this payment has not been received by
the Company.
(f) Tan Sri Ting shall pay the balance of RM149.7 million (after
taking into account the repayments from paragraphs a to
e above) (“Balance Sum”) at the times and in the manner
stated below and further undertakes that he shall, if
necessary, obtain a loan sufficient to ensure that the
instalments below are paid to the Company as stipulated:
Instalment Date of payment Amount
RM
1st 31 March 2001 37,426,750
2nd 30 June 2001 37,426,750
3rd 30 September 2001 37,426,750
4th 31 December 2001 37,426,750
149,707,000
712,939
Other major salient terms of the Settlement Agreement are as follows:
• In the event the consideration for the Acquisition of Langkasuka Marina is revised,
the amount payable under the Balance Sum shall be revised accordingly.
• Tan Sri Ting agrees and undertakes that, in the event the valuation of the Port
Langkasuka Marina Project which is owned by Langkasuka Marina Development
Sdn. Bhd. falls below the consideration sum of RM300.0 million, Tan Sri Ting shall
make good any shortfall in the valuation.
D I R E C T O R S ’ R E P O R T
50,000
149,707
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(iii) Utilisation of proceeds from the rights and bond issues which were implemented
in June and July 1997 and the subsequent Proposed Revised Utilisation
As already disclosed in the previous year’s Directors’ Report, part of the proceeds
from the issues of shares, bonds and warrants was used for purposes other than as
originally approved by the Securities Commission (“SC”) as these proceeds were no
longer required for such approved purposes due to changes in circumstances
subsequent to the receipts of the proceeds. The approved utilisation, actual utilisation
and the proposed revised utilisation are set out as follows:
Approved Proposed
utilisation Actual revised
in 1997 utilisation utilisation
RM’000 RM’000 RM’000
(a) Repayment of borrowings utilised
to acquire 47,417,000 ordinary
shares of RM1.00 each in Wembley
Industries Holdings Berhad (“WIHB”).
(b) Repayment of other bank borrowings.
The higher loan repayment was
made due to the demand for
repayment of borrowings made
by financial institutions and to
avoid any litigation.
(c) To substantially finance the
subscription of the Company’s
entitlement to the then proposed
rights issue of WIHB. The proposed
rights issue of WIHB approved by the
SC in May 1997 was not implemented
due to the capital market sentiments
in 1997.
(d) Subscription of 21,333,334 ordinary
shares of RM1.00 each at RM2.00
per share in BHC under the initial
subscription under BHC shareholders’
agreement dated 17 April 1997. The
balance of RM617.3 million from the
proceeds from the Rights Issue and
the RM300.0 million from the Bond
Issue was not utilised for further
subscription of new BHC shares due
to deferment of the Bakun Project by
the Government and the subsequent
take-over of the Bakun Project by
the Minister of Finance Incorporated
(“MOF Inc.”).
D I R E C T O R S ’ R E P O R T
273,000 243,166 243,166
197,000 278,970 278,970
155,572 – –
960,000 42,667 42,667
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(iii) Utilisation of proceeds from the rights and bond issues which were implemented
in June and July 1997 and the subsequent Proposed Revised Utilisation (Cont’d.)
Approved Proposed
utilisation Actual revised
in 1997 utilisation utilisation
RM’000 RM’000 RM’000
(e) Utilised for working capital.
(f) Expenses for the Rights Issue and
the Bond Issue.
(g) Advances made to WIHB. As the
WIHB Group required funds
urgently to finance its operation in
particularly the development of the
Plaza Rakyat Project, advances
were made to the WIHB Group
to meet its obligations. As a result
of this and the then economic
slowdown, WIHB decided to
defer the construction of certain
components of the Plaza Rakyat
Project. However, certain parts of
the Plaza Rakyat Project were
continued in order to strengthen the
retaining wall around the project.
(h) Buy-back of RM300.0 million
nominal value of Bond Issue. The
proceeds from the Bond Issue
were intended to part finance
the Company’s subscription of
new shares in BHC. In view of the
Federal Government’s decision to
defer and subsequently MOF Inc.’s
take-over of the Bakun Project, the
Company was no longer required to
proceed with further subscription
of new BHC shares.
D I R E C T O R S ’ R E P O R T
159,145 173,507 173,507
21,000 23,157 23,157
– 67,405 67,405
– 223,906 223,906
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(iii) Utilisation of proceeds from the rights and bond issues which were implemented
in June and July 1997 and the subsequent Proposed Revised Utilisation (Cont’d.)
Approved Proposed
utilisation Actual revised
in 1997 utilisation utilisation
RM’000 RM’000 RM’000
As the Company had not then
identified any alternative investment
opportunities, the Board of Directors
decided to utilise the proceeds
raised from the Bonds Issue to
buy back the Bonds as a means
of extinguishing the debt. The
Company successfully bought
back the entire RM300.0 million
nominal value of Bonds from market
at a cost of RM223.9 million. Bank
Negara Malaysia and SC had, on
18 April 1998 and 22 April 1998
approved the buy-back of the
entire Bonds. The Bonds were
cancelled on 30 April 1998 and
removed from the Official List of
the KLSE on 18 May 1998.
(i) Disbursements made to Tan Sri
Ting in respect of the Proposed
Subscriptions which have been
terminated. A Settlement Agreement
for the repayment was signed with
Tan Sri Ting on 29 June 2000.
(j) Acquisition of Langkasuka Marina.
(k) Proposed injection of assets by Tan
Sri Ting.
(l) Proposed utilisation for working
capital of the Group pursuant
to the cash to be received from
Tan Sri Ting.
D I R E C T O R S ’ R E P O R T
– 712,939 –
– – 230,623
– – 200,000
– – 174,899
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(iii) Utilisation of proceeds from the rights and bond issues which were implemented
in June and July 1997 and the subsequent Proposed Revised Utilisation (Cont’d.)
Approved Proposed
utilisation Actual revised
in 1997 utilisation utilisation
RM’000 RM’000 RM’000
(m) Proposed subscription of new
shares in the proposed rights
issue of WIHB on the basis of one
new share for every one existing
share held at RM1.00 per share
pursuant to WIHB’s proposed debt
restructuring exercise pursuant
to the cash to be received from
Tan Sri Ting.
(n) Proposed additional repayments
of bank borrowings pursuant to
the cash to be received from
Tan Sri Ting.
1,765,717 1,765,717 1,765,717
The Proposed Revised Utilisation is subject to the approval of the SC and the
shareholders of the Company.
With reference to Note (g) above, despite the possible non-compliance with Section
133A of the Companies Act, 1965, the Company decided to advance to WIHB and its
subsidiary using the rights issue proceeds and internally generated funds of RM96.9
million (1999: RM96.1 million) to continue the critical part of the Plaza Rakyat Project.
The advances made to WIHB and its subsidiary will be repaid via the issue of
irredeemable convertible unsecured loan stocks under WIHB’s proposed debt
restructuring exercise, which is now pending the approvals of the SC and shareholders
of WIHB.
EMPLOYEES’ SHARE OPTION SCHEME
The Employees’ Share Option Scheme (“ESOS”) of the Company was approved by the Securities
Commission on 14 August 1997 and the shareholders at an Extraordinary General Meeting held on
19 November 1997. The ESOS commenced on 31 March 1998 and will expire on 30 March 2003.
The main features of the ESOS are as follows:
(a) Eligible persons are employees of the Group (including executive directors) who are confirmed
and have been in the employment of the Group for at least one year of continuous service
including the service during the probation period.
D I R E C T O R S ’ R E P O R T
– – 47,417
– – 60,000
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EMPLOYEES’ SHARE OPTION SCHEME (Cont’d.)
(b) The maximum number of shares which may be subscribed on the exercise of options under the
ESOS shall not be more than ten per centum of the total issued and paid-up ordinary share of the
Company at any point in time during the existence of the ESOS.
The movement in the options of the ESOS during the financial year are as follows:
Number of
options
As at 1 July 1999 50,718,000
Offered and accepted during the financial year 1,150,000
Exercised during the financial year (11,414,000)
Lapsed during the financial year (27,304,000)
As at 30 June 2000 13,150,000
The details of the cumulative options exercised and their remaining unexercised options as at the date
of this report are as follows:Cumulative Cumulative Number of Options
Number of options options options exercisedoptions exercised lapsed unexercised subsequent
Offer offered and as at as at as at to financialDate of offer price accepted 30.06.2000 30.06.2000 30.06.2000 year end
RM
13.04.1998 1.23 31,781,000 8,232,000 17,568,000 5,981,000 5,00020.04.1998 1.13 943,000 181,000 415,000 347,000 –18.09.1998 1.00 14,208,000 2,528,000 7,361,000 4,319,000 –22.10.1998 1.00 1,970,000 304,000 1,080,000 586,000 –06.01.1998 1.04 1,380,000 272,000 690,000 418,000 –06.05.1999 1.06 675,000 130,000 65,000 480,000 –07.07.1999 1.79 35,000 – – 35,000 –13.08.1999 1.46 265,000 6,000 – 259,000 –05.05.2000 1.40 262,000 – 125,000 137,000 –29.06.2000 1.03 588,000 – – 588,000 –
52,107,000 11,653,000 27,304,000 13,150,000 5,000
WARRANTS
The Ekran Berhad Warrants were allotted on 1 August 1997 and listed on the Kuala Lumpur Stock
Exchange on 22 August 1997. Each warrant entitles the holder the right to subscribe for one new
ordinary share of RM1.00 each in the Company at an exercise price of RM5.55 per share within five
years from the date of issue. The exercise price of the warrants are subject to adjustments from time to
time in accordance with the conditions stipulated in the Deed Poll dated 29 May 1997.
The number of warrants issued at the date of allotment are 64,285,822. No warrant has been exercised
to take up unissued shares of RM1.00 each in the Company during the financial year.
The Company has on 30 November 1998 announced the proposed extension of the option period for
the warrants from 5 years to 10 years, commencing 12 March 2002 and expiring on 12 June 2007. The
proposed extension of option period was approved by the Securities Commission but was subsequently
aborted due to inadequate quorum of warrant holders of the Company to approve the extension.
D I R E C T O R S ’ R E P O R T
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DIRECTORS
The directors who served since the date of the last report are:
Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing
Peter Ling Ee Kong
Dato’ Stanley Isaacs
Senator Datuk William Lau Kung Hui
Dr Regina Noran Nuruddin
Ting Sie Chuong
In accordance with Article 98 of the Company’s Articles of Association, Senator Datuk William Lau
Kung Hui and Peter Ling Ee Kong retire at the forthcoming Annual General Meeting and being eligible,
offer themselves for re-election.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive a
benefit (other than the benefit included in the aggregate amount of emoluments received or due and
receivable by the directors as shown in the accounts or the fixed salary of a full time employee of the
Company) by reason of a contract made by the Company or a related corporation with the director or
with a firm of which he is a member or with a company in which he has a substantial interest other
than any deemed benefit arising from the transactions as referred to in this report and in Notes 22
and 28 to the accounts.
The following directors holding office at the end of the financial year were offered and have accepted
options to subscribe for the shares of the Company under the Company’s Employees’ Share Option
Scheme. The options which remained unexercised as at the end of the financial year were as follows:
Cumulative Number of
Number of options options
options exercised unexercised
Date of Offer offered and as at as at
offer price accepted 30.06.2000 30.06.2000
RM
Tan Sri Dato’ Paduka 13.04.98 1.23 378,000 150,000 228,000
(Dr) Ting Pek Khiing 18.09.98 1.00 122,000 48,000 74,000
Peter Ling Ee Kong 13.04.98 1.23 378,000 150,000 228,000
18.09.98 1.00 122,000 48,000 74,000
Ting Sie Chuong 13.04.98 1.23 302,000 120,000 182,000
18.09.98 1.00 98,000 19,000 79,000
Dato’ Stanley Isaacs 06.01.99 1.04 500,000 100,000 400,000
The options will expire on 30 March 2003.
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DIRECTORS’ INTERESTS
According to the register of directors’ share and warrant holdings, the interests of directors in office at
the end of the financial year in shares and warrants in the Company during the financial year were as
follows:
Number of Ordinary Shares of RM1.00 Each
At At
1 July 30 June
1999 Bought Sold 2000
Tan Sri Dato’ Paduka
(Dr) Ting Pek Khiing
– direct holding 207,739,667 – 39,815,808 167,923,859
– indirect holding – 213,667 – 213,667
Ting Sie Chuong
– direct holding – 172,016 – 172,016
Peter Ling Ee Kong
– direct holding – 198,000 100,000 98,000
Dato’ Stanley Isaacs
– direct holding – 100,000 40,000 60,000
Number of Warrants
At At
1 July Bought/ 30 June
1999 exercised Sold 2000
Tan Sri Dato’ Paduka
(Dr) Ting Pek Khiing
– direct interest 19,662,328 – 14,774,000 4,888,328
– indirect interest 1,234,931 22,000 – 1,256,931
By virtue of his interest in the shares in the Company, Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing was
also deemed interested in the shares in the subsidiaries during the financial year to the extent that
Ekran Berhad has an interest.
Other than the above, the directors in office at the end of the financial year did not have any interest in
the shares in the Company or its related companies during the financial year.
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NUMBER OF EMPLOYEES AND REGISTERED OFFICE
The average number of employees in the Group was 100 in 2000 and 159 in 1999. The registered office
of the Company is located at Level 16, Wisma Ting Pek Khiing, No. 1, Jalan Padungan, Kuching,
Sarawak.
AUDITORS
Arthur Andersen & Co. retire and have indicated their willingness to accept re-appointment.
Signed on behalf of the Board
in accordance with a resolution
of the directors
TAN SRI DATO’ PADUKA (DR) TING PEK KHIING
PETER LING EE KONG
Kuala Lumpur
25 October 2000
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We, TAN SRI DATO’ PADUKA (DR) TING PEK KHIING and PETER LING EE KONG, being two of the
directors of EKRAN BERHAD, do hereby state that, in the opinion of the directors, the accompanying
balance sheets of the Company and of the Group as at 30 June 2000 and the statements of changes in
equity, income and cash flow statements of the Company and of the Group for the year then ended,
together with the notes thereto, give a true and fair view of the state of affairs of the Company and of the
Group as at 30 June 2000 and of the results of the Company and of the Group and cash flows of the
Group for the year then ended, and have been properly drawn up in accordance with applicable
approved accounting standards in Malaysia.
Signed on behalf of the Board
in accordance with a resolution
of the directors
TAN SRI DATO’ PADUKA (DR) TING PEK KHIING
PETER LING EE KONG
Kuala Lumpur
25 October 2000
I, TAN SRI DATO’ PADUKA (DR) TING PEK KHIING, the director primarily responsible for the financial
management of EKRAN BERHAD, do solemnly and sincerely declare that the accompanying balance
sheets of the Company and of the Group as at 30 June 2000 and the statements of changes in equity,
income and cash flow statements of the Company and of the Group for the year then ended, together
with the notes thereto 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, l960.
Subscribed and solemnly declared )
by the abovenamed TAN SRI DATO’ )
PADUKA (DR) TING PEK KHIING at )
Kuala Lumpur in Wilayah Persekutuan )
on 25 October 2000 )
Before me:
TEONG KIAN MENG
Commissioner for Oaths
STAT E M E N T BY D I R EC TO R S
TAN SRI DATO’ PADUKA (DR)
TING PEK KHIING
STAT U TO RY D EC L A R AT I O N
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To the Shareholders of EKRAN BERHAD
We have audited the accounts of EKRAN BERHAD (“the Company”) and the consolidated accounts of
EKRAN BERHAD AND ITS SUBSIDIARIES (“the Group”) as at 30 June, 2000. These accounts are the
responsibility of the Company’s directors. Our responsibility is to express an opinion on these accounts
based on our audit.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether
the accounts are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the accounts. An audit also includes assessing the accounting
principles used and significant estimates made by the directors, as well as evaluating the overall
accounts presentation. We believe that our audit provides a reasonable basis for our opinion.
We report as follows:
1. As explained in Note 30(3)(iii) to the accounts and also as reported in our reports dated 4 December,
1998 and 26 November 1999, the approval from the Securities Commission (“SC”) to revise the
utilisation of the proceeds from the issue of shares, bonds and warrants in June and July 1997 has
not yet been obtained. The management utilised the proceeds to repay existing loans, as working
capital and made payments to the director in relation to the proposed subscriptions of shares in
two companies as noted below:
Approximately RM712.9 million was paid to a director as part payment for the Proposed
Subscriptions of shares as disclosed in Note 30(3)(i) to the accounts. The payments were reduced
to RM482.3 million as at 30 June 1999. In view of the economic condition in 1999, the Proposed
Subscriptions was revised downwards to RM438.2 million but was subsequently terminated on
29 June 2000. A Settlement Agreement to repay the entire RM712.9 million was entered into with
the director on 29 June 2000 involving, inter alia, injection of assets, sale of shareholdings in
companies for cash to be directly injected into the Company and cash instalment payments, as
disclosed in Note 30(2)(ii) to the accounts.
The Company is still in the process of preparing applications to the relevant authorities for approval
of the revised utilisation of proceeds and Settlement Agreement.
The recoverability of the amount advanced of RM712.9 million is dependent on the finalisation and
successful completion of the Settlement Agreement.
2. As disclosed in Notes 8 and 30(3)(iii) to the accounts, the advances to an associated company,
Wembley Industries Holdings Berhad and its subsidiary, amounting to RM96.9 million appears not
to be in compliance with the provisions of the Companies Act, 1965, in relation to advances to
persons connected with a director of the Company. It should be noted that this director has no
direct interest in the said associated company. However, the associated company is deemed
connected persons by virtue of the director’s interests in them via his interest in shares in the
Company.
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3. As disclosed in Note 13 to the accounts, the Company has acquired a 60% equity interest in
Langkasuka Marina Development Sdn. Bhd. (“LMDSB”) for a total consideration of RM300.0 million.
The approvals of the relevant authorities have not been obtained for the acquisition todate. The
accounts of LMDSB has been consolidated with the Company’s accounts as substantial payments
have been made and full control of LMDSB obtained. The consolidation of LMDSB is not in
compliance with Malaysian Accounting Standards 2 as final approvals have not been obtained
todate.
4. As disclosed in Note 13 to the accounts, the directors intend to dispose of the investment in a
property development company back to the previous owner. The accounts of this subsidiary was
deconsolidated in the previous year as the intention to hold the subsidiary for long term investment
has changed. The realisability and subsequent recoverability of this investment is dependent on
the completion of the Sale and Purchase Agreement.
In view of the significance of the matters described in paragraphs (1) to (4) above, which could result
in adjustments being made to certain amounts and the classification of assets and liabilities in the
accounts of the Company and the Group, the outcome of which is uncertain at the date of this report,
we are unable to form an opinion as to whether the accounts give a true and fair view of the state of
affairs of the Company and of the Group as at 30 June 2000 and of the results of the Company and of
the Group and cash flows of the Group for the year then ended.
In our opinion,
(a) except for the matter disclosed in paragraph (3) above, the accounts have been properly drawn
up in accordance with the provisions of the Companies Act, 1965 and applicable approved
accounting standards in Malaysia; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company
and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
We have considered the accounts and auditors’ reports of the subsidiaries of which we have not acted
as auditors, as indicated in Note 13 to the accounts, being accounts that have been included in the
consolidated accounts. We are satisfied that the accounts of the subsidiaries that have been consolidated
with the Company’s accounts are in form and content appropriate and proper for the purposes of the
preparation of the consolidated accounts and we have received satisfactory information and explanations
required by us for these purposes.
The audit reports on the accounts of the subsidiaries were not subject to any qualification or adverse
comment made under subsection (3) of Section 174 of the Act.
ARTHUR ANDERSEN & CO. ABRAHAM VERGHESE A/L T.V. ABRAHAM
No. AF 0103 No. 1664/10/02(J)
Public Accountants Partner of the Firm
25 October 2000
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Group Company
Note 2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
CURRENT ASSETS
Cash and bank balances 955 2,214 167 406
Deposits with licensed
banks 3,547 19,221 3,547 19,221
Trade debtors 3 66,183 69,187 – –
Other debtors and
prepayments 4 581,383 585,442 574,627 575,990
Stocks 5 – 412 – –
Due from customers for
construction contracts 6 22,040 22,163 – –
Due from subsidiaries 7 – – 440,670 476,219
Due from associated
companies 8 96,868 232,571 96,868 232,485
Investment in a subsidiary 13 135,000 135,000 135,000 135,000
905,976 1,066,210 1,250,879 1,439,321
CURRENT LIABILITIES
Short term borrowings 9 173,058 243,093 83,383 117,551
Trade creditors 10 56,236 69,911 – –
Other creditors 11 175,588 178,368 199,268 236,456
Taxation 41,871 41,871 41,869 41,869
Due to subsidiaries – – 4,112 –
446,753 533,243 328,632 395,876
NET CURRENT ASSETS 459,223 532,967 922,247 1,043,445
FIXED ASSETS 12 144,438 213,295 22,769 22,844
INVESTMENTS 13 39,864 56,320 407,283 420,392
DEVELOPMENT PROJECT 14 559,935 559,935 – –
PLANTATION DEVELOPMENT
EXPENDITURE 15 31,977 26,365 – –
LEASE AND HIRE PURCHASE
CREDITORS 17 (8,958) (10,128) (8,958) (10,128)
LAND PREMIUM PAYABLE 18 (5,563) (6,490) – –
MINORITY INTEREST (7,437) (11,577) – –
1,213,479 1,360,687 1,343,341 1,476,553
SHAREHOLDERS’ FUNDS
Share capital 19 525,940 514,525 525,940 514,525
Reserves 687,539 846,162 817,401 962,028
1,213,479 1,360,687 1,343,341 1,476,553
The accompanying notes are an integral part of these balance sheets.
BA L A N C E S H E E TS
30 June 2000
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Share Share Translation Accumulated
capital premium reserves losses Total
RM’000 RM’000 RM’000 RM’000 RM’000
As at 1 July 1998 514,286 1,185,417 9,630 (483,890) 1,225,443
Net profits for the year – – – 142,302 142,302
Currency translation
differences – – (6,945) – (6,945)
Rights issue expenses – (352) – – (352)
Exercise of options
under ESOS 239 – – – 239
As at 1 July 1999 514,525 1,185,065 2,685 (341,588) 1,360,687
Net loss for the year – – – (160,240) (160,240)
Currency translation
differences – – (248) – (248)
Exercise of options under
ESOS 11,415 1,938 – – 13,353
ESOS issue expenses – (73) – – (73)
As at 30 June 2000 525,940 1,186,930 2,437 (501,828) 1,213,479
The accompanying notes are an integral part of this statement.
CO N S O L I DAT E D STAT E M E N T O F
C H A N G ES I N EQ U I T Y
for the year ended 30 June 2000
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Share Share Accumulated
capital premium losses Total
RM’000 RM’000 RM’000 RM’000
As at 1 July 1998 514,286 1,185,417 (74,661) 1,625,042
Net loss for the year – – (148,376) (148,376)
Rights issue expenses – (352) – (352)
Exercise of options under ESOS 239 – – 239
As at 1 July 1999 514,525 1,185,065 (223,037) 1,476,553
Net loss for the year – – (146,492) (146,492)
Exercise of options under ESOS 11,415 1,938 – 13,353
ESOS issue expenses – (73) – (73)
As at 30 June 2000 525,940 1,186,930 (369,529) 1,343,341
The accompanying notes are an integral part of this statement.
STAT E M E N T O F C H A N G ES I N EQ U I T Y
for the year ended 30 June 2000
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Group Company
Note 2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Revenue 20 55,005 43,799 – –
Other operating income 21 4,545 6,485 805 2,599
Construction costs recognised
as expenses (33,791) (45,350) – –
Staff costs 22 (5,577) (8,555) (4,166) (5,574)
Depreciation (25,512) (12,531) (920) (3,866)
Other operating expenses 23 (110,924) (102,295) (110,965) (26,400)
Exceptional items 24 – 311,562 – (97,402)
(Loss)/profit from operations (116,254) 193,115 (115,246) (130,643)
Finance cost (31,246) (31,678) (31,246) (17,733)
Share of loss of associated
companies (16,269) (18,912) – –
(Loss)/profit before taxation (163,769) 142,525 (146,492) (148,376)
Taxation 25 (187) (223) – –
(Loss)/profit from ordinary
activities (163,956) 142,302 (146,492) (148,376)
Minority interests 3,716 – – –
(Loss)/profit for the year (160,240) 142,302 (146,492) (148,376)
Basic (loss)/earnings per share 26 (30) sen 28 sen
The accompanying notes are an integral part of this statement.
I N CO M E STAT E M E N TS
for the year ended 30 June 2000
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2000 1999
RM’000 RM’000
CASH FLOW FROM OPERATING ACTIVITIES
(Loss)/profit before taxation (163,769) 142,525
Adjustment for:
Amortisation of reserve arising on consolidation – (2,537)
Depreciation 25,512 12,531
Development cost written off 11,434 18,336
Exceptional items – (311,562)
Fixed assets written off – 903
(Attributable profits)/foreseeable losses from construction contracts (14,884) 29,850
(Gain)/loss on disposal of fixed assets (1,356) 11,572
Intangible assets written off 215 –
Interest expense 31,246 31,678
Interest income (341) (2,208)
Impairment loss on leasehold land 44,062 –
Provision for doubtful debts 2,629 33,043
Bad debts recovered (1,187) (309)
Bad debts written off 49 –
Deposits for investment forfeited 3,000 –
Share of losses of associated companies 16,269 18,912
Operating loss before working capital changes (47,121) (17,266)
Decrease in creditors (23,100) (93,764)
Decrease in due from customers for construction contracts 3,573 92,116
Decrease/(increase) in due from associated companies 111,750 (111,468)
Increase in due to joint venture 1,167 –
Decrease in debtors 26,525 96,441
Decrease in stocks 412 17,289
Cash generated from/(used in) operations 73,206 (16,652)
Taxation paid – (15,490)
Interest paid (11,007) (28,718)
Net cash generated from/(used in) operating activities 62,199 (60,860)
CO N S O L I DAT E D C A S H F LOW STAT E M E N T
for the year ended 30 June 2000
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2000 1999
RM’000 RM’000
CASH FLOW FROM INVESTING ACTIVITIES
Dilution arising from the deconsolidation of a subsidiary – (1)
Decrease in intangible assets – 3,754
Increase in plantation development expenditure (5,587) (6,634)
Interest received 341 2,208
Minority interest (424) (68)
Payment of land premium (927) –
Proceeds from disposal of fixed assets 1,612 84,548
Purchase of fixed assets* (689) (235,199)
Settlement sum received for Bakun Project – 249,251
Net cash (used in)/generated from investing activities (5,674) 97,859
CASH FLOW FROM FINANCING ACTIVITIES
Drawdown of short term borrowings 3,632 –
Expenses on rights issue of shares – (352)
Repayment of hire purchase creditors (16,455) (31,091)
Proceeds from exercise of option under the employee share
options scheme 13,280 –
Proceeds from issuance of shares – 239
Repayment of short term borrowings (50,142) (9,197)
Net cash used in financing activities (49,685) (40,401)
Net increase/(decrease) in cash and cash equivalents 6,840 (3,402)
Cash and cash equivalents at beginning of year (60,685) (52,875)
Effect of exchange rate changes (248) (4,408)
Cash and cash equivalents at end of year (54,093) (60,685)
Cash and cash equivalents comprise:
Cash and bank balances 955 2,214
Deposits with licensed banks 3,547 19,221
Bank overdrafts (58,595) (82,120)
(54,093) (60,685)
* During the year, the Group acquired fixed assets with an aggregate cost of RM1,069,000 of which
RM380,000 was acquired by means of finance leases and hire purchase. Cash payment of
RM689,000 were made to purchase these fixed assets.
The accompanying notes are an integral part of this statement.
C O N S O L I D A T E D C A S H F L O W S T A T E M E N T
for the year ended 30 June 2000
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2000 1999
RM’000 RM’000
CASH FLOW FROM OPERATING ACTIVITIES
Loss before taxation (146,492) (148,376)
Adjustment for:
Bad debt written off 3,000 –
Depreciation 920 3,946
Exceptional items – 97,402
(Gain)/loss on disposal of fixed assets (125) 11,590
Interest expense 31,246 17,733
Interest income (338) (2,177)
Provision for doubtful debts 87,694 –
Provision for diminution in value of investments 13,402 –
Operating loss before working capital changes (10,693) (19,882)
Decrease in other debtors 19,688 10,270
Decrease in due from associated companies 111,664 6,284
Net changes in amount due to/from subsidiaries (45,698) (233,317)
(Decrease)/increase in other creditors (42,522) 284,839
Cash generated from operations 32,439 48,194
Taxation paid – (3,635)
Interest paid (11,007) (14,773)
Net cash generated from operating activities 21,432 29,786
CASH FLOW FROM INVESTING ACTIVITIES
Proceeds from disposal of fixed assets 330 56
Purchase of fixed assets* (670) (2,267)
Interest received 338 2,177
Net cash used in investing activities (2) (34)
CASH FLOW FROM FINANCING ACTIVITIES
Repayment of short term borrowings (38,050) (6,997)
Drawdown of short term borrowings 3,632 –
Proceeds from exercise of option under the employee share
options scheme 13,280 239
Repayment of hire purchase creditors (16,455) (25,528)
Expenses on rights issue of shares – (352)
Net cash used in financing activities (37,593) (32,638)
C A S H F LOW STAT E M E N T
for the year ended 30 June 2000
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2000 1999
RM’000 RM’000
Net decrease in cash and cash equivalents (16,163) (2,886)
Cash and cash equivalents at beginning of year 229 3,115
Cash and cash equivalents at end of year (15,934) 229
Cash and cash equivalents comprise:
Cash and bank balances 167 406
Deposits 3,547 19,221
Bank overdrafts (19,648) (19,398)
(15,934) 229
* During the year, the Company acquired fixed assets with an aggregate cost of RM1,050,000 of
which RM380,000 was acquired by means of finance leases and hire purchase. Cash payment of
RM670,000 were made to purchase these fixed assets.
The accompanying notes are an integral part of this statement.
C A S H F L O W S T A T E M E N T
for the year ended 30 June 2000
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1. PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and provision of management
services to companies in the Group.
The principal activities of the subsidiaries are described in Note 13.
There were no significant changes in these principal activities during the financial year.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Accounting
The accounts have been prepared under the historical cost convention and comply with
applicable approved accounting standards in Malaysia.
(b) Basis of Consolidation
The consolidated accounts include the accounts of the Company and its subsidiaries
made up to the end of the financial year. Related company transactions are eliminated on
consolidation and the consolidated accounts reflect external transactions only.
Reserve arising on consolidation, representing the deficit of purchase price over the fair
value of the net tangible assets of subsidiaries at the date of acquisition, has been fully
credited to the profit and loss account as a result of cessation of operations of a subsidiary.
(c) Investments
Investments in subsidiaries and associated companies are stated at cost less any provision
for permanent diminution in value of these investments.
Investments in associated companies comprise companies other than subsidiaries in which
the Group has a long term equity interest of between 20 and 50 percent and where it
exercises significant influence through management participation.
The Group’s share of profits or losses of associated companies is included in the
consolidated profit and loss account and the Group’s interest in associated companies is
stated at cost plus adjustments to reflect changes in the Group’s share of the net assets of
the associated companies.
Goodwill arising on acquisition of associated companies, representing the excess of the
purchase price over the net tangible assets of the associated companies at the date of
acquisition, is not amortised.
N OT E S TO T H E A CC O U N TS
30 June 2000
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2. SIGNIFICANT ACCOUNTING POLICIES (Cont’d.)
(d) Fixed Assets and Depreciation
Fixed assets are stated at cost less accumulated depreciation.
Freehold land is not depreciated. Leasehold land and building is depreciated over the
period of the lease. Depreciation of other fixed assets is provided on a straight line basis
calculated to write off the cost of each asset over its estimated useful life.
The annual rates of depreciation are:
Leasehold land and buildings thereon 10 to 50 years
Buildings 2%
Plant, machinery and equipment 10% – 20%
Furniture, fittings, office equipment and renovation 2% – 40%
Motor vehicles 10% – 20%
(e) Currency Conversion and Translation
Transactions in foreign currencies during the year are converted into Ringgit Malaysia at
rates of exchange approximating those ruling at the transaction dates. Foreign currency
monetary assets and liabilities at the balance sheet date are translated into Ringgit Malaysia
at rates of exchange approximating those ruling at that date. All exchange gains or losses
are dealt with in the profit and loss account.
The accounts of foreign subsidiaries have been translated into Ringgit Malaysia at the rate
of exchange ruling at the balance sheet date. The results of the foreign subsidiaries for
the year are accounted for based on the average rate of exchange applicable throughout
the year. On consolidation, gains and losses arising on translation into Ringgit Malaysia
are taken to reserves.
The exchange rates ruling at balance sheet date used are as follows:
2000 1999
United States Dollars 3.80 3.80
Philippines Peso 0.11 0.10
Singapore Dollars 2.19 2.23
China RenMinBi 0.49 0.46
(f) Stocks
Stocks comprise timber, consumable spares and supplies stated at the lower of cost and
net realisable value. Cost is determined on the first-in, first-out basis.
(g) Deferred Taxation
Deferred taxation is provided under the liability method for all material timing differences
except where there is reasonable evidence that these timing differences will not reverse in
the foreseeable future.
N O T E S T O T H E A C C O U N T S
30 June 2000
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2. SIGNIFICANT ACCOUNTING POLICIES (Cont’d.)
(h) Development Project
Development project consists of leasehold reclamation land held for future developments
which is stated at cost.
Such assets are transferred to development property at carrying value when significant
development work is to be undertaken and is expected to be completed within the normal
operating cycle.
(i) Construction Contracts
Profit from construction contracts is recognised on percentage of completion method where
the outcome of the contract can be reliably estimated. All anticipated losses on the contracts
are fully provided for.
The percentage of completion is measured by reference to the certified work done to
date.
(j) Due from/to Customers for Construction Contract
Amount due from customers for construction contract is the net amount of costs incurred
plus recognised profits less the sum of recognised losses and progress billings for all
contracts in progress for which cost incurred plus recognised profits (less recognised
losses) exceeds progress billings.
Amount due to customers for construction contract is the net amount of costs incurred
plus recognised profits less the sum of recognised losses and progress billings for all
contracts in progress for which progress billings exceeds costs incurred plus recognised
profits (less recognised losses).
Cost includes direct materials, labour, sub-contract sum and attributable overheads paid
or payable to date.
(k) Plantation Development Expenditure
New planting and replanting expenditure incurred prior to maturity of rootstock including
land clearing, drains and irrigation, seedings, fertilisation, labour and other directly
attributable costs of plantation are capitalised under plantation development expenditure
and amortised over the useful lives of the rootstocks upon harvest.
(l) Pre-operating Expenses
Pre-operating expenses are stated at cost and are written off upon commencement of
business.
(m) Cash and Cash Equivalents
Cash and cash equivalents include cash on hand and in banks and deposits at call, net of
outstanding bank overdrafts.
N O T E S T O T H E A C C O U N T S
30 June 2000
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3. TRADE DEBTORS
Group
2000 1999
RM’000 RM’000
Trade debtors 132,535 136,726
Less: Provision for doubtful debts (66,352) (67,539)
66,183 69,187
Included in trade debtors of the Group are amounts totalling RM94,132,000 (1999: RM94,294,000)
due from companies in which a director has substantial interest.
Subsequent to year end, the Company has entered into an agreement to acquire 99.99% equity
interest via subscription of shares in Langkawi Airport Hotel Sdn. Bhd. (“LAH”), a company in
which a director has substantial interests. The debts owing by LAH as at 30 June, 2000 included
above amounted to RM66,132,940. The Company is currently in the process of obtaining a
valuation of the hotel property of LAH from an independent professional valuer.
4. OTHER DEBTORS AND PREPAYMENTS
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Other debtors 101,832 103,262 95,029 93,763
Refundable payment for the
acquisition of Appleleaf shares
and Classic Gold shares as
disclosed in Note 30 (3)(ii) 482,227 482,227 482,227 482,227
584,059 585,489 577,256 575,990
Provision for doubtful debts (2,676) (47) (2,629) –
581,383 585,442 574,627 575,990
Included in other debtors are:
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Amount due from companies in
which a director has
substantial interest 19,521 10,725 19,521 10,725
Proceeds receivable on the
disposal of certain fixed assets 46,845 45,185 46,845 45,185
N O T E S T O T H E A C C O U N T S
30 June 2000
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5. STOCKS
Group
2000 1999
RM’000 RM’000
Consumable spares and supplies – 412
6. DUE FROM CUSTOMERS FOR CONSTRUCTION CONTRACTS
Group
2000 1999
RM’000 RM’000
Construction costs 23,404 56,018
Attributable profits recognised less foreseeable loss (1,364) (18,055)
22,040 37,963
Progress billings – (15,800)
22,040 22,163
Included in due from customers for construction contracts are construction contracts cost:
Group
2000 1999
RM’000 RM’000
Incurred during the year 31,231 52,359
Recognised as contract expenses during the year 33,791 32,025
Included in construction contracts costs incurred during the year are:
Group
2000 1999
RM’000 RM’000
Staff costs 1,117 2,192
Rental of equipment 4,382 4,861
7. DUE FROM SUBSIDIARIES
Company
2000 1999
RM’000 RM’000
Due from subsidiaries 525,736 496,581
Less: Provision for doubtful debts (85,066) (20,362)
440,670 476,219
Due from subsidiaries are unsecured, interest-free and have no fixed terms of repayment, except for
amount due from Ekran Project Management Sdn. Bhd. which bears interest at 5% per annum (1999: Nil).
N O T E S T O T H E A C C O U N T S
30 June 2000
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8. DUE FROM ASSOCIATED COMPANIES
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Due from associated companies
– Bakun Hydro-Electric
Corporation Sdn. Bhd. – 136,458 – 136,372
– Wembley Industries Holdings
Berhad 96,868 96,113 96,868 96,113
96,868 232,571 96,868 232,485
The amount due from Wembley Industries Holdings Berhad and its subsidiary consist of advances
given to the associated company for development expenditure and working capital purposes.
The advances given are from internally generated funds amounting to RM30 million (1999:
RM15 million) and proceeds from the Rights Issue amounting to RM67 million (1999: RM67 million)
as disclosed in Note 30(3)(iii).
9. SHORT TERM BORROWINGS
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Revolving credits:
– Secured 52,500 82,000 36,500 62,000
– Unsecured 44,728 64,848 10,000 22,550
Term loans:
– Secured 15,000 11,890 15,000 11,368
– Unsecured 2,235 2,235 2,235 2,235
Bank overdrafts:
– Secured 28,850 35,000 9,901 –
– Unsecured 29,745 47,120 9,747 19,398
173,058 243,093 83,383 117,551
The secured revolving credits, term loans and bank overdrafts of the Group are secured by fixed
charges over assets of certain subsidiaries. The secured term loans of the Company are secured
by fixed charge over the freehold land and building of the Company.
The above facilities bear interest at rates of between 5.4% and 10.8% (1999: 8.3% to 16.3%)
per annum.
10. TRADE CREDITORS
Included in the trade creditors of the Group is an amount of RM2,779,000 (1999: RM1,959,000)
due to companies in which a director has substantial interest.
N O T E S T O T H E A C C O U N T S
30 June 2000
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11. OTHER CREDITORS
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Included in other creditors are:
Hire purchase creditors 7,480 22,385 7,480 22,385
Due to companies in which a
director has substantial
interest 11,803 7,077 8,382 4,430
Outstanding payment for
acquisition of an investment 51,000 51,000 51,000 51,000
Due to a director 630 1,073 – –
Assessment, land premium and
other charges payable for the
land used for development 44,934 44,934 – –
Bank overdrafts and term loans
taken by a subsidiary, pending
the approval of the financial
institutions for the transfer to
the Company – – 89,675 125,020
12. FIXED ASSETS
Furniture,
fittings,
Plant, office
machinery equipment
*Land and and and Motor
Group building equipment renovation vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
2000
Valuation/Cost
At 1 July 1999 196,703 2,098 25,130 2,475 226,406
Additions – – 44 1,025 1,069
Disposal – – (215) (557) (772)
Impairment losses (44,062) – – – (44,062)
At 30 June 2000 152,641 2,098 24,959 2,943 182,641
Accumulated
Depreciation
At 1 July 1999 5,191 810 5,890 1,220 13,111
Charge for the year 19,976 312 4,774 546 25,608
Disposal – – (163) (353) (516)
At 30 June 2000 25,167 1,122 10,501 1,413 38,203
N O T E S T O T H E A C C O U N T S
30 June 2000
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12. FIXED ASSETS (Cont’d.)
Furniture,
fittings,
Plant, office
machinery equipment
*Land and and and Motor
Group building equipment renovation vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
2000
Net Book Value
At 30 June 2000 127,474 976 14,458 1,530 144,438
At 30 June 1999 191,512 1,288 19,240 1,255 213,295
Depreciation charge
for 1999 4,975 3,373 3,771 492 12,611
* LAND AND BUILDING
Short
Long term term
Freehold leasehold leasehold
Group Building land land land Total
RM’000 RM’000 RM’000 RM’000 RM’000
2000
Cost
At 1 July 1999 137,606 13,143 40,314 5,640 196,703
Impairment losses (44,062) – – – (44,062)
At 30 June 2000 93,544 13,143 40,314 5,640 152,641
Accumulated Depreciation
At 1 July 1999 4,800 – 72 319 5,191
Charge for the year 19,585 – 72 319 19,976
At 30 June 2000 24,385 – 144 638 25,167
Net Book Value
At 30 June 2000 69,159 13,143 40,170 5,002 127,474
At 30 June 1999 132,806 13,143 40,242 5,321 191,512
Depreciation charge
for 1999 4,435 – 72 468 4,975
N O T E S T O T H E A C C O U N T S
30 June 2000
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12. FIXED ASSETS (Cont’d.)
Furniture,
fittings,
Plant, office
machinery equipment
*Land and and and Motor
Company building equipment renovation vehicles Total
RM’000 RM’000 RM’000 RM’000 RM’000
2000
Cost
At 1 July 1999 20,904 – 2,024 2,474 25,402
Additions – – 25 1,025 1,050
Disposal – – – (557) (557)
At 30 June 2000 20,904 – 2,049 2,942 25,895
Accumulated Depreciation
At 1 July 1999 621 – 717 1,220 2,558
Charge for the year 155 – 219 546 920
Disposals – – – (352) (352)
At 30 June 2000 776 – 936 1,414 3,126
Net Book Value
At 30 June 2000 20,128 – 1,113 1,528 22,769
At 30 June 1999 20,283 – 1,307 1,254 22,844
Depreciation charge
for 1999 182 2,976 216 492 3,866
N O T E S T O T H E A C C O U N T S
30 June 2000
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12. FIXED ASSETS (Cont’d.)
* LAND AND BUILDING
Short term
Freehold leasehold
Company Building land land Total
RM’000 RM’000 RM’000 RM’000
2000
Cost
At 1 July 1999/30 June 2000 7,761 13,143 – 20,904
Accumulated Depreciation
At 1 July 1999 621 – – 621
Charge for the year 155 – – 155
At 30 June 2000 776 – – 776
Net Book Value
At 30 June 2000 6,985 13,143 – 20,128
At 30 June 1999 7,140 13,143 – 20,283
Depreciation charge for 1999 155 – 27 182
The freehold land and building of the Group and the Company are charged to secure short
term borrowing.
Certain leasehold land and building of the Group with a total net book value of RM55,538 million
(1999: RM58,577 million) are charged to secure short term borrowing.
Included in the fixed assets are:
(a) Leasehold land situated in the Republic of Philippines which has yet to be registered
under the subsidiary’s name, Ekran Holdings (Philippines) Inc., as follows:
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Leasehold land 22,042 36,542 – –
(b) The local authorities in Hainan, the Peoples’ Republic of China, has given notice to a subsidiary
that the rights to certain leasehold land will be revoked as the subsidiary failed to develop
the land as stipulated under the local legislation. The Company is currently in the process
of appealing on behalf of the subsidiary to the local authorities for an extension of time to
develop the land or temporarily convert the usage of the land for agriculture proposes.
(c) Assets held under hire purchase with net book value amounting to RM1,045,000 (1999:
RM841,000).
N O T E S T O T H E A C C O U N T S
30 June 2000
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13. INVESTMENTS
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Investment in subsidiaries:
Unquoted shares, at cost 135,000 135,000 506,502 506,209
Provision for diminution in value – – (54,302) (40,900)
Non consolidated subsidiary shown
in current assets (135,000) (135,000) (135,000) (135,000)
– – 317,200 330,309
Investment in associated companies
Quoted shares, at cost* 265,370 265,370 265,370 265,370
Provision for diminution in value (217,953) (217,953) (217,953) (217,953)
47,417 47,417 47,417 47,417
Unquoted shares, at cost 42,666 42,666 42,666 42,666
Group’s share of accumulated losses
and reserves in associated
companies (50,219) (33,763) – –
Total 39,864 56,320 407,283 420,392
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Market value of quoted shares 28,687 38,579 28,687 38,579
RM’000
* Represented by:
Group’s share of net tangible assets 63,495
Goodwill on acquisition 201,875
265,370
N O T E S T O T H E A C C O U N T S
30 June 2000
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13. INVESTMENTS (Cont’d.)
The subsidiaries are:
Effective
Place of Paid-up Interests Principal
Name of Companies Incorporation Capital 2000 1999 Activities
% %
Woodhouse Sdn. Bhd. Malaysia RM30,000,000 100 100 Property
development,
timber extraction
and trading –
ceased operations.
Ekran Project Management Malaysia RM2 100 100 Property
Sdn. Bhd. development and
provision of
management
services
Ekran Logging Sdn. Bhd. Malaysia RM2 100 100 Logging and sale
of timber products
Ekran Timber & Sawmill Malaysia RM2 100 100 Timber logging
Sdn. Bhd. and sawmilling
Ekran Plantations Sdn. Bhd. Malaysia RM2 100 100 Oil palm plantation
Langkasuka Marina Malaysia RM100 60 60 Property
Development Sdn. Bhd.# development
Maya Mewah (M) Sdn. Bhd. Malaysia RM2 100 100 Dormant –
intended for
provision of rental
services
Interstate Budget Resort Malaysia RM2 100 100 Dormant –
Management Sdn. Bhd. intended for
management of
budget hotels
Bakun Management Malaysia RM5,000,000 100 100 Management of
Sdn. Bhd. construction of
Bakun Hydro-
Electric Dam –
ceased operations
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13. INVESTMENTS (Cont’d.)
Effective
Place of Paid-up Interests Principal
Name of Companies Incorporation Capital 2000 1999 Activities
% %
Saeaga Airlines Sdn. Bhd. Malaysia RM2 100 100 Provision of air
transportation and
related activities –
ceased operations
Skylark Jaya Sdn. Bhd.## Malaysia RM7,000,000 100 100 Property
development
Ekran Holdings (Philippines) Republic P3,312,500 100 100 Investment
Inc.* Philippines holdings
Ekran Services, Inc.* Republic P13,250,000 100 100 Resort business
of Philippines and casino
operations –
temporarily
suspended
operations
Sino Malaysia Art and People’s Rmb133,000,000 70 70 Property
Culture Co. Limited** Republic of development
China
# The acquisition of Langkasuka Marina Development Sdn. Bhd. (“LMDSB”) is pending the approvals of the
relevant authorities and the Company’s shareholders.
In view that substantial payments have been made and full control of LMDSB has been obtained, LMDSB has
been consolidated as a subsidiary of the Company as at 30 June 1999 and 2000. The directors are confident
that the required approvals from the relevant authorities will be obtained.
## The directors have intention to dispose of the entire equity interest in Skylark Jaya Sdn. Bhd. in the near term.
As such, Skylark Jaya Sdn. Bhd. is not consolidated as a subsidiary of the Company as at 30 June 1999 and 2000.
* Audited by a firm affiliated with Arthur Andersen & Co., Malaysia.
** Audited by other firm of auditors other than Arthur Andersen & Co., Malaysia.
N O T E S T O T H E A C C O U N T S
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13. INVESTMENTS (Cont’d.)
The associated companies, which are incorporated in Malaysia, are:
Effective
Interests
Name of Company 2000 1999 Principal Activity
% %
Wembley Industries 32.82 32.82 Investment holding
Holdings Berhad
Bakun Hydro-Electric 42.67 42.67 Development of the Bakun
Corporation Sdn. Bhd. Project and production of
electricity. The company ceased
operation following the signing of
the Relinquishment of Project
Rights and Assets Sale
Agreement on 10 August 1999.
The capital reduction process
was completed subsequent to
the year end.
14. DEVELOPMENT PROJECT
Group
2000 1999
RM’000 RM’000
Leasehold reclamation land 300,000 300,000
Development expenditure 259,935 259,935
559,935 559,935
The development project involves reclamation and development of land into commercial and
residential properties in the Island of Pulau Langkawi, Kedah. The development covers an area
of 2,059 acres, including the reclamation and development of approximately 1,000 acres.
The leasehold reclamation land in LMDSB has been valued by Stocker Roberts Gupta on
10 June 2000 with the open market value based on Comparison Method of RM620 million.
The title deed favouring LMDSB has been approved by the authorities. It will be issued to the
Company upon full settlement of the land premium amounting to RM42,939,000 (1999:
RM42,939,000).
15. PLANTATION DEVELOPMENT EXPENDITURE
Included in the plantation development expenditure are depreciation charge of RM25,000
(1999: RM8,000) and rental of equipment of RM429,000 (1999: RM367,000).
N O T E S T O T H E A C C O U N T S
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16. INTANGIBLE ASSETS
Group
2000 1999
RM’000 RM’000
Pre-operating expenses 215 2,753
Amount written-off (215) (2,753)
– –
Included in pre-operating expenses in the year are:
Auditors’ remuneration 8 4
Depreciation 71 72
Rental of premises – 324
17. LEASE AND HIRE PURCHASE CREDITORS
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Analysis of hire purchase and
lease commitments:
Payable within one year 8,719 27,092 8,719 27,092
Payable between one and
five years 10,538 12,104 10,538 12,104
Less: Finance charges (2,819) (6,683) (2,819) (6,683)
16,438 32,513 16,438 32,513
Representing hire purchase
and lease liabilities:
Due within 12 months (Note 11) 7,480 22,385 7,480 22,385
Due after 12 months 8,958 10,128 8,958 10,128
16,438 32,513 16,438 32,513
18. LAND PREMIUM PAYABLE
Group
2000 1999
RM’000 RM’000
Land premium payable by 9 equal annual instalments
commencing 1 January 1999 7,417 8,344
Amount due within the next twelve months included
as other creditors (1,854) (1,854)
5,563 6,490
N O T E S T O T H E A C C O U N T S
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19. SHARE CAPITAL
Group and Company
2000 1999
RM’000 RM’000
Ordinary shares of RM1 each:
Authorised 2,500,000 2,500,000
Issued and fully paid-up
At 1 July 514,525 514,286
Exercise of Employees’ Share Option 11,415 239
At 30 June 525,940 514,525
(a) Employees’ Share Option Scheme
The Employees’ Share Option Scheme (“ESOS”) was approved by the Securities
Commission on 14 August 1997 and the shareholders at an Extraordinary General Meeting
held on 19 November 1997. The ESOS commenced on 31 March 1998 and will expire on
30 March 2003.
The main features of the ESOS are as follows:
(i) Eligible persons are employees of the Group (including executive directors) who
are confirmed and have been in the employment of the Group for at least one year
of continuous service including the service during the probation period.
(ii) The maximum number of shares which may be subscribed on the exercise of options
under the ESOS shall not be more than ten per centum of the total issued and
paid-up ordinary share of the Company at any point in time during the existence of
the ESOS.
The movement in the options of the ESOS during the financial year are as follows:
Number of options
As at 1 July 1999 50,718,000
Offered and accepted during the financial year 1,150,000
Exercised during the financial year (11,414,000)
Lapsed during the financial year (27,304,000)
As at 30 June 2000 13,150,000
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19. SHARE CAPITAL (Cont’d.)
The details of the cumulative options exercised and their remaining unexercised options
as at the date of this report are as follows:
Cumulative Cumulative Number of Options
Number of options options options exercised
options exercised lapsed unexercised subsequent
Date of Offer offered and as at as at as at to financial
offer price accepted 30.06.2000 30.06.2000 30.06.2000 year end
RM
13.04.1998 1.23 31,781,000 8,232,000 17,568,000 5,981,000 5,000
20.04.1998 1.13 943,000 181,000 415,000 347,000 –
18.09.1998 1.00 14,208,000 2,528,000 7,361,000 4,319,000 –
22.10.1998 1.00 1,970,000 304,000 1,080,000 586,000 –
06.01.1999 1.04 1,380,000 272,000 690,000 418,000 –
06.05.1999 1.06 675,000 130,000 65,000 480,000 –
07.07.1999 1.79 35,000 – – 35,000 –
13.08.1999 1.46 265,000 6,000 – 259,000 –
05.05.2000 1.40 262,000 – 125,000 137,000 –
29.06.2000 1.03 588,000 – – 588,000 –
52,107,000 11,653,000 27,304,000 13,150,000 5,000
(b) Warrants
The Company’s warrants were allotted on 1 August 1997 and listed on the Kuala Lumpur
Stock Exchange on 22 August 1997. Each warrant entitles the holder the right to subscribe
for one new share of RM1.00 each in the Company at an exercise price of RM5.55 per
share within five years from the date of issue. The exercise price of the warrants are subject
to adjustments from time to time in accordance with the conditions stipulated in the Deed
Poll dated 29 May 1997.
The number of warrants issued at the date of allotment are 64,285,822. No warrant has
been exercised to take up unissued shares of RM1.00 each in the Company during the
financial year.
The Company has on 30 November 1998 announced the proposed extension of the
option period for the warrants from 5 years to 10 years, commencing 12 March 2002 and
expiring on 12 June 2007. The proposed extension of option period was approved by
the Securities Commission but was subsequently aborted due to inadequate quorum of
warrant holders of the Company to approve the extension.
N O T E S T O T H E A C C O U N T S
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20. REVENUE
The Company’s revenue represents dividend and interest income and project management fees
receivable. The Group’s revenue represents gross invoiced value of sales less discounts and
proportion of contract value of construction projects.
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Investment holding and project
management 2,100 17,813 – –
Trading and extraction of timber 2,951 8,941 – –
Construction and property
development 48,675 15,500 – –
Gaming 1,279 1,525 – –
55,005 43,779 – –
21. OTHER OPERATING INCOME
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Included in other operating
income are:
Gain/(loss) on disposal of
fixed assets 1,356 (11,572) 125 (11,590)
Rental income
– to a company in which
a director has
substantial interest 330 – 330 –
Recovery of doubtful debts 1,362 309 – –
22. STAFF COSTS
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Included in staff costs are:
Directors’ remuneration
Directors of the Company
– Fees 120 102 120 102
– Other emoluments 2,436 2,311 2,436 2,311
The estimated monetary value of other benefits not included in the above received by the directors
of the Company and of the Group was RM114,250 (1999: RM59,000).
N O T E S T O T H E A C C O U N T S
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23. OTHER OPERATING EXPENSES
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Included in other operating
expenses are:
Auditors’ remuneration
– current year 69 80 25 25
– overprovision in prior year (8) – – –
Bad debts written off 49 – – –
Deposits for investment as
disclosed in Note 30(1) 3,000 – 3,000 –
Rental of office premises – 3,176 – –
Provision for diminution in value
of investment – – 13,402 –
Fixed assets written off – 903 – –
Provision for doubtful debts 2,629 33,043 87,694 –
Impairment losses on leasehold
land (44,062) – – –
Lease rentals – 132 – –
Development cost written off 11,434 18,336 – –
Gain on foreign exchange – (3) – –
Reserve arising on consolidation
fully amortised – (2,537) – –
24. EXCEPTIONAL ITEMS
Group Company
RM’000 RM’000
1999
(i) Settlement sum for the relinquishment of Project Rights
to manage the development of Bakun Hydro-Electric Dam 389,581 389,581
(ii) Leasehold land in Bintulu written off (1,541) (1,541)
(iii) Amount due from Bakun Hydro-Electric Corporation Sdn. Bhd.
written off (76,478) (76,478)
(iv) Amount due from a subsidiary written off – (368,064)
(v) Investment in subsidiaries written off – (40,900)
311,562 (97,402)
N O T E S T O T H E A C C O U N T S
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25. TAXATION
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Share of taxation of associated
companies 187 223 – –
There is no tax charge for the year as the Company is in a tax loss position. As at 30 June 2000
the Company has tax losses of approximately RM20,428,000 (1999: RM11,813,000) and
unutilised capital allowances of approximately RM915,000 (1999: RM643,000) which can be
used to offset future taxable profits subject to agreement with the Inland Revenue Board.
As at 30 June 2000, the Company has a potential deferred tax benefit of approximately
RM5,976,000 (1999: RM3,271,000), arising principally from tax losses carried forward, unutilised
capital allowances and timing differences between depreciation charge and capital allowance
claim, the effects of which are not included in the accounts as there is no assurance beyond any
reasonable doubt that future taxable income will be sufficient to allow the benefit to be realised.
26. BASIC (LOSS)/EARNINGS PER SHARE
The basic loss per share is calculated by dividing the Group loss after taxation of RM160,240,000
(1999: RM142,302,000 profit) by the weighted average number of shares issued of 525,489,000
(1999: 514,339,000).
27. COMMITMENTS
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Approved and contracted for:
Royalty payment for timber licence
on 1 January 2000 – 5,565 – –
Design of golf course 3,800 3,800 – –
3,800 9,365 – –
N O T E S T O T H E A C C O U N T S
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28. RELATED PARTY TRANSACTIONS
The directors are of the opinion that the following transactions have been entered into in the
normal course of business and have been established under terms that are no less favourable
than those arranged with third parties:
2000 1999
RM’000 RM’000
Transaction with companies in which a director has substantial
financial interest:
Sales of logs – 260
Sale of sawn timber – 112
Extraction fees payable – 1,183
Purchase of sawn timber – 3,489
Equipment rental payable – 2,978
Office rental payable 766 866
Billings on construction works – 15,000
Sales of fuel 13 356
Sales of motor vehicles 27 210
Timber planning charges – 50
Accommodation charges – 728
29. CONTINGENT LIABILITIES
Group Company
2000 1999 2000 1999
RM’000 RM’000 RM’000 RM’000
Unsecured corporate guarantee
for credit facilities of
– subsidiaries – – 41,380 41,380
– associated company 125,000 125,000 125,000 125,000
Potential land premium payable for
the land under development 42,939 42,939 42,939 42,939
167,939 167,939 209,319 209,319
N O T E S T O T H E A C C O U N T S
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30. SIGNIFICANT AND SUBSEQUENT EVENTS
1. On 8 October 1999, the Company entered into a share sale agreement with Cambridge
Capital Sdn. Bhd. to acquire 3,000,000 ordinary shares of RM1.00 each representing 30%
of the issued and paid-up share capital of Site Capital Sdn. Bhd. (“Site Capital”) for cash
consideration of RM12,000,000. The share sale agreement is still subject to approval from
the relevant authorities.
In conjunction with the above share sale agreement, the Company also entered into a Call
Option Agreement with Premier Pact Sdn. Bhd., Ong Lam Hoe, Tan Tiong Liang @ Tan
Chung Liang and Nobel Pang Paul Gen (collectively “the Grantors”) wherein the Company
can exercise its right to require the Grantors to sell up to 3,000,000 ordinary shares in Site
Capital within 9 months from the date of the Call Option Agreement at a price of RM4.00
per option share.
Subsequent to year-end, the Company has decided to terminate the share sale agreement
and call option agreement.
2. The sale and purchase agreement dated 2 December 1998 entered into between the
Company and Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing (“Tan Sri Ting”) for the acquisition
of 60% equity interest in Amal Bakti Sdn. Bhd. (“Amal Bakti”) which holds 99.99% equity
interest in Upen Securities Sdn. Bhd. for a cash consideration of RM45 million had lapsed.
Pursuant to the lapse, Tan Sri Ting signed a share sale agreement with Kuala Lumpur City
Corporation Berhad (“KLCC”) together with other shareholders of Amal Bakti on 11 July
2000 in relation to the sale of his interest in Amal Bakti to KLCC. Under this agreement,
Tan Sri Ting has caused and authorised KLCC to pay cash of RM45.0 million directly to the
Company as and when it falls due. This cash payment forms part of the terms in the
Settlement Agreement dated 29 June 2000 as set out in paragraph 3(ii) below.
3. On 21 July 2000, the financial advisor announced on behalf of the Company the following
agreements and proposals:
• The Termination Agreements dated 29 June 2000 entered into between the Company,
Appleleaf Investments Limited (“Appleleaf”) and Classic Gold Assets Limited (“Classic
Gold”) (“Termination Agreements”);
• The Settlement Agreement dated 29 June 2000 and the Supplemental Agreement
dated 20 July 2000 entered into between Tan Sri Ting and the Company (“Settlement
Agreement”);
• The proposed revised utilisation of the proceeds from the rights issue and the bond
issue implemented by the Company in 1997 (“Proposed Revised Utilisation”).
N O T E S T O T H E A C C O U N T S
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30. SIGNIFICANT AND SUBSEQUENT EVENTS (Cont’d.)
(i) Termination Agreements
The Company had, on 25 July 1997, entered into two subscription agreements
to subscribe for new shares in Appleleaf for a subscription sum of RM668.9
million and in Classic Gold for a subscription sum of RM255.6 million amounting
to a total subscription sum of RM924.4 million (“Proposed Subscriptions”).
The two subscription agreements were subsequently terminated on 29 June
2000. With the termination of the subscription agreements, Tan Sri Ting and the
Company agreed that the RM712.9 million disbursed to Tan Sri Ting pursuant
to the Proposed Subscriptions be settled via the Settlement Agreement dated
29 June 2000 as set out in paragraph 3(ii) below.
(ii) Settlement Agreement
On 29 June 2000, the Company entered into a settlement agreement with
Tan Sri Ting wherein Tan Sri Ting will repay the total refundable disbursement of
RM712.9 million (“Aggregate Amount”) to the Company as follows:
Amount
RM’000
(a) Tan Sri Ting shall inject assets with a value equivalent
to RM200.0 million into the Company.
(b) Tan Sri Ting has caused and authorised Global
Upline Sdn. Bhd. (“Global Upline”) to pay cash of
RM37.6 million directly to the Company in relation
to Tan Sri Ting’s sale of his 32% equity interest in
PWE Industries Berhad to Global Upline.
(c) Tan Sri Ting has caused and authorised Kuala
Lumpur City Corporation Berhad (“KLCC”) to pay
cash of RM45.0 million directly to the Company
in relation to the sale of his interest in Amal Bakti
Sdn. Bhd.
(d) Tan Sri Ting agreed that a sum of RM230.6 million
via the acquisition by the Company of 60% equity
interest in Langkasuka Marina Development Sdn.
Bhd. (“Langkasuka Marina”) from Jutaan Meriang
Sdn. Bhd. (“Jutaan”) shall be set-off against the
Aggregate Amount. Jutaan has authorised the
Company to pay the total consideration sum to
Tan Sri Ting via a letter dated 22 June 1998. The
Company had, on 22 June 1998, entered into an
agreement to acquire 60% equity interest in
Langkasuka Marina for a consideration of RM300.0
million, subject to a valuation by professional
valuers (“Acquisition of Langkasuka Marina”).
200,000
37,632
45,000
230,600
N O T E S T O T H E A C C O U N T S
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(ii) Settlement Agreement (Cont’d.)
Amount
RM’000
(e) Tan Sri Ting shall pay cash of RM50.0 million to the
Company on or before 31 July 2000.
(f) Tan Sri Ting shall pay the balance of RM149.7 million
(after taking into account the repayments from
paragraphs a to e above) (“Balance Sum”) at the
times and in the manner stated below and further
undertakes that he shall, if necessary, obtain a loan
sufficient to ensure that the instalments below are
paid to the Company as stipulated:
Instalment Date of payment Amount
RM
1st 31 March 2001 37,426,750
2nd 30 June 2001 37,426,750
3rd 30 September 2001 37,426,750
4th 31 December 2001 37,426,750
149,707,000
712,939
Other major salient terms of the Settlement Agreement are as follows:
• In the event the consideration for the Acquisition of Langkasuka Marina is
revised, the amount payable under the Balance Sum shall be revised
accordingly.
• Tan Sri Ting agrees and undertakes that, in the event the valuation of the Port
Langkasuka Marina Project which is owned by Langkasuka Marina
Development Sdn. Bhd. falls below the consideration sum of RM300.0 million,
Tan Sri Ting shall make good any shortfall in the valuation.
(iii) Utilisation of proceeds from the rights and bonds issues which were
implemented in June and July 1997 and the subsequent Proposed Revised
Utilisation
As already disclosed in the previous year’s Directors’ Report, part of the proceeds
from the issues of shares, bonds and warrants was used for the purposes other
than as originally approved by the Securities Commission (“SC”) as these
proceeds were no longer required for such approved purposes due to changes
in circumstances subsequent to the receipts of the proceeds. The approved
utilisation, actual utilisation and the proposed revised utilisation are set out as
follows:
50,000
149,707
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(iii) Utilisation of proceeds from the rights and bonds issues which were
implemented in June and July 1997 and the subsequent Proposed Revised
Utilisation (Cont’d.)
Approved Proposed
utilisation Actual revised
in 1997 utilisation utilisation
RM’000 RM’000 RM’000
(a) Repayment of borrowings
utilised to acquire 47,417,000
ordinary shares of RM1.00
each in Wembley Industries
Holdings Berhad (“WIHB”).
(b) Repayment of other bank
borrowings. The higher loan
repayment was made due to
the demand for repayment of
borrowings made by financial
institutions and to avoid any
litigation.
(c) To substantially finance the
subscription of the Company’s
entitlement to the then
proposed rights issue of
WIHB. The proposed rights
issue of WIHB approved by
the SC in May 1997 was not
implemented due to the capital
market sentiments in 1997.
(d) Subscription of 21,333,334
ordinary shares of RM1.00 each
at RM2.00 per share in BHC
under the initial subscription
under BHC shareholders’
agreement dated 17 April 1997.
The balance of RM617.3 million
from the proceeds from the
Rights Issue and the RM300.0
million from the Bond Issue
was not utilised for further
subscription of new BHC shares
due to deferment of the Bakun
Project by the Government and
the subsequent take-over of
the Bakun Project by Minister of
Finance Incorporated (“MOF Inc.”)
273,000 243,166 243,166
197,000 278,970 278,970
155,572 – –
960,000 42,667 42,667
N O T E S T O T H E A C C O U N T S
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(iii) Utilisation of proceeds from the rights and bonds issues which were
implemented in June and July 1997 and the subsequent Proposed Revised
Utilisation (Cont’d.)
Approved Proposed
utilisation Actual revised
in 1997 utilisation utilisation
RM’000 RM’000 RM’000
(e) Utilised for working capital.
(f) Expenses for the Rights Issue and the Bond Issue.
(g) Advances made to WIHB.With the WIHB Group requiredfunds urgently to finance itsoperation in particularly thedevelopment of the PlazaRakyat Project, advances weremade to the WIHB Group tomeet its obligations. As a resultof this and the then economicslowdown, WIHB decided todefer the construction ofcertain components of thePlaza Rakyat Project. However,certain parts of the Plaza RakyatProject are being continuedin order to strengthen theretaining wall around the project.
(h) Buy-back of RM300.0 millionnominal value of Bond Issue.The proceeds from the BondIssue were intended to partfinance the Company’ssubscription of new shares inBHC. In view of the FederalGovernment’s decision todefer and subsequently MOFInc.’s take-over of the BakunProject, the Company was nolonger required to proceedwith further subscription ofnew BHC shares.
(i) Disbursements made to TanSri Ting in respect of theProposed Subscriptions whichhave been terminated. ASettlement Agreement for therepayment was signed with
Tan Sri Ting on 29 June 2000.
159,145 173,507 173,507
21,000 23,157 23,157
– 67,405 67,405
– 223,906 223,906
– 712,939 –
N O T E S T O T H E A C C O U N T S
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(iii) Utilisation of proceeds from the rights and bonds issues which were
implemented in June and July 1997 and the subsequent Proposed Revised
Utilisation (Cont’d.)
Approved Proposed
utilisation Actual revised
in 1997 utilisation utilisation
RM’000 RM’000 RM’000
(j) Acquisition of Langkasuka
Marina.
(k) Proposed injection of assets
by Tan Sri Ting.
(l) Proposed utilisation for working
capital of the Group pursuant
to the cash to be received
from Tan Sri Ting.
(m) Proposed subscription of
new shares in the proposed
rights issue of WIHB on the
basis of one new share for
every one existing share held
at RM1.00 per share pursuant
to WIHB’s proposed debt
restructuring exercise pursuant
to the cash to be received
from Tan Sri Ting.
(n) Proposed additional repayments
of bank borrowings pursuant
to the cash to be received from
Tan Sri Ting.
1,765,717 1,765,717 1,765,717
The Proposed Revised Utilisation is subject to the approval of the SC and the shareholders of
the Company.
With reference to Note (g) above, despite the possible non-compliance with Section 133A of the
Companies Act, 1965, the Board of Directors decided to advance to WIHB and its subsidiary
using the rights issue proceeds and internally generated funds of RM96.9 million (1999: RM96.1
million) to continue the critical part of the Plaza Rakyat Project.
The advances made to WIHB and its subsidiary will be repaid via the issue of irredeemable
convertible unsecured loan stocks under WIHB’s proposed debt restructuring exercise, which is
now pending the approvals of the SC and shareholders of WIHB.
– – 230,623
– – 200,000
– – 174,899
– – 47,417
– – 60,000
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31. SEGMENTAL REPORTING
Profit/
By activities (loss) Total
before assets
2000 Revenue taxation employed
RM’000 RM’000 RM’000
Investment holding and project management 2,100 (53,337) 997,490
Trading and extraction of timber 2,951 (5,307) 123
Construction and property development 48,675 (39,116) 578,257
Air transportation and related aerial business – 1,235 215
Oil palm plantation – – 32,137
Gaming 1,279 (50,975) 73,968
55,005 (147,500) 1,682,190
Group’s share of associated companies’ results – (16,269)
55,005 (163,769)
1999
Investment holding and project management 17,813 239,060 1,171,338
Trading and extraction of timber 8,941 (24,532) 601
Construction and property development 15,500 (41,095) 599,042
Air transportation and related aerial business – (2,112) 342
Oil palm plantation – 67 26,509
Gaming 1,525 (9,951) 124,293
43,779 161,437 1,922,125
Group’s share of associated companies’ results – (18,912)
43,779 142,525
Segmental reporting by geographical location has not been prepared as the Group’s operations
for the current financial year are substantially carried out in Malaysia.
32. COMPARATIVE FIGURES
Certain comparative figures have been reclassified to conform with current year’s presentation.
33. CURRENCY
All amounts are stated in Ringgit Malaysia, unless otherwise stated.
N O T E S T O T H E A C C O U N T S
30 June 2000
EK
RA
N
BE
RH
AD
•
2
24
74
7–
K
66
OWNED BY EKRAN BERHAD
Tenure/
(Approximate Net book
Land/ age of Description value as at
(Built Up) Building) of Property 30 June 2000
Location Area years (Existing use) (RM)
Matanos, Municipality of Kaputian, 250 hectares 75 years Land for 1,041,893
province of Davao del Norte leasehold development
Republic of Philippines* expiring
in 2069
Geran No. 8748 1,473 square Freehold 3 storey 20,127,885
Lot 12 Seksyen 0059 metres (4,007 (63) office building
Bandaraya Kuala Lumpur square metres) known as
Daerah Wilayah Persekutuan Wisma Ekran
* Land held on behalf of Ekran Holdings (Philippines), Inc.
OWNED BY EKRAN PROJECT MANAGEMENT SDN BHD
Tenure/
(Approximate Net book
Land/ age of Description value as at
(Built Up) Building) of Property 30 June 2000
Location Area years (Existing use) (RM)
Lot 678 Section 66 3.205 hectares 60 years Open-sided 8,245,575
Kuching Town (24,526 leasehold factory
Land District square metres) expiring in building
Sarawak 2038 (11) used as a
warehouse for
timber products
Kota Samarahan Housing 116,648.60 60 years Housing 23,850,000
Lot 7220-7410, Block 59 square metres leasehold estate
Muara Tuang Land District (27,921 expiring in for letting
Sarawak square metres) 2056 (5)
Lots 300 & 460, Block 14, 23.552 hectares 60 years Land for 3,314,636
Salak Land District, leasehold development
Sarawak expiring
in 2058
L I ST O F P R O P E RT I E S O W N E D
as at 30 June 2000
EK
RA
N
BE
RH
AD
•
2
24
74
7–
K
67
OWNED BY SINO MALAYSIA ART & CULTURE CO. LTD
Tenure/
(Approximate Net book
Land/ age of Description value as at
(Built Up) Building) of Property 30 June 2000
Location Area years (Existing use) (RM)
Border of Wanling and 202.3 hectares 70 years Land for 5,738,000
Qionghai district leasehold development
Hainan province expiring
People’s Republic of China in 2063
Border of Wanling and 607 hectares 70 years Land for 17,214,000
Qionghai district leasehold development
Hainan province expiring
People’s Republic of China in 2063
Qiongshan district 101.2 hectares 70 years Land for 13,590,000
Hainan province leasehold development
People’s Republic of China expiring
in 2063
OWNED BY INTERSTATE BUDGET RESORT MANAGEMENT SDN BHD
Tenure/
(Approximate Net book
Land/ age of Description value as at
(Built Up) Building) of Property 30 June 2000
Location Area years (Existing use) (RM)
Lot 2542, 2543, 2545 16,928 99 years Land for 2,574,939
and 2546, Block 16 square metres leasehold agriculture
Kuching Central Land District expiring
Sarawak in 2063
L I S T O F P R O P E R T I E S O W N E D
as at 30 June 2000
EK
RA
N
BE
RH
AD
•
2
24
74
7–
K
68
A N A LYS I S O F S H A R E H O L D E R S
Authorised Share Capital : RM2,500,000,000Issued & Fully Paid-Up Capital : RM525,944,572Class of Shares : Ordinary Shares of RM1.00 eachVoting Rights : One vote per Ordinary Share
DISTRIBUTION OF SHAREHOLDINGS
No. of % of No. of % ofSize of Shareholdings Shareholders Shareholders Shares Issued Capital
1 – 499 302 0.58 43,899 0.01500 – 5,000 39,935 77.17 92,226,246 17.54
5,001 – 10,000 6,482 12.53 54,067,390 10.2810,001 – 100,000 4,762 9.20 119,309,504 22.68
100,001 – 1,000,000 239 0.46 60,113,768 11.43Above 1,000,000 31 0.06 200,183,765 38.06
51,751 100.00 525,944,572 100.00
SUBSTANTIAL SHAREHOLDERS
(as defined under Section 69D of the Companies Act, 1965)
No. of % ofName Shares Issued Capital
Tan Sri Dato’ Paduka (Dr) Ting Pek Khiing 167,903,859 31.92Employees Provident Fund Board 13,276,000 2.52
TWENTY LARGEST SHAREHOLDERS
No. of % ofName Shares Issued Capital
1. CIMB Nominees (Tempatan) Sdn Bhd 82,421,446 15.672. B.O.C. Nominees (Tempatan) Sdn Bhd 25,585,002 4.863. Employees Provident Fund Board 13,276,000 2.524. Amanah Merchant Nominees (Tempatan) Sdn Bhd 12,180,000 2.325. HSBC Nominees (Tempatan) Sdn Bhd 11,000,000 2.096. HSBC Nominees (Tempatan) Sdn Bhd 6,657,667 1.267. Chase Malaysia Nominees (Tempatan) Sdn Bhd 6,314,000 1.208. OSK Nominees (Tempatan) Sdn Bhd 4,562,984 0.879. PAB Nominee (Tempatan) Sdn Bhd 4,125,000 0.7810. Multi-Purpose Bank Nominees (Tempatan) Sdn Bhd 3,881,000 0.7411. DB (Malaysia) Nominee (Asing) Sdn Bhd 1,766,000 0.3412. Arab-Malaysian Nominees (Tempatan) Sdn Bhd 1,730,000 0.3313. Lembaga Tabung Angkatan Tentera 1,700,000 0.3214. Alliedban Nominees (Tempatan) Sdn Bhd 1,600,000 0.3015. Southern Nominees (Tempatan) Sdn Bhd 1,600,000 0.3016. Cartaban Nominees (Asing) Sdn Bhd 1,576,000 0.3017. Cheong Yoke Peng 1,557,000 0.3018. DB (Malaysia) Nominee (Asing) Sdn Bhd 1,557,000 0.3019. Lee Swee Ann 1,500,000 0.2920. SMB Nominees (Tempatan) Sdn Bhd 1,488,496 0.28
186,077,595 35.37
as at 2 November 2000
I/We
of
being a member/members of EKRAN BERHAD hereby appoint
of
or failing him/her
of
as my/our proxy to vote and act for me/us on my/our behalf at the Ninth Annual General Meeting of the Company to be
held at Ballroom I, Santubong Kuching Resort, Jalan Santubong, 93748 Kuching, Sarawak on Friday, 15 December 2000
at 11.30 a.m. and at any adjournment thereof.
Resolution For Against
No. 1 To receive and adopt the Reports and Audited Accounts
No. 2 To re-elect Mr Peter Ling Ee Kong as Director
No. 3 To re-elect Senator Datuk William Lau Kung Hui as Director
No. 4 To approve the payment of Directors’ fees
No. 5 To re-appoint Messrs Arthur Andersen & Co. as Auditors of
the Company
No. 6 Authorisation for Directors to allot and issue shares
(Please indicate with an “X” in the spaces provided how you wish your votes to be cast. If you do not do so, the Proxy will vote or abstain
from voting at his discretion.)
Signed this day of 2000.
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his stead. A proxyneed not be a member of the Company.
2. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holding to berepresented by each proxy.
3. The instrument appointing a proxy or proxies, in the case of an individual shall be signed by the appointer or his attorney, and inthe case of a corporation, either under seal or under the hand of an officer or attorney duly authorised.
4. The instrument appointing a proxy or proxies must be deposited with the Company’s Share Registrars, Panama Resources Sdn Bhd,No. 23, Jalan Sri Hartamas 7, Sri Hartamas, 50480 Kuala Lumpur not less than 48 hours before the time for holding the meeting orany adjournment thereof.
FO R M O F P R OXY
EKRAN BERHAD(224747-K)
Incorporated in Malaysia
Number of Shares Held
Signature
Panama Resources Sdn Bhd
No. 23, Jalan Sri Hartamas 7
Sri Hartamas
50480 Kuala Lumpur
STAMP
1st Fold Here
2nd Fold Here