Multico-AnnualReport 2003 (190KB).pdf

MULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD (193094-K)

2003

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REPORT

1

CONTENTS

NOTICE OF ANNUAL GENERAL MEETING

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

STATEMENT ACCOMPANYING THE NOTICE OF ANNUAL GENERAL MEETING

CORPORATE INFORMATION

BOARD OF DIRECTORS

STATEMENT ON CORPORATE GOVERNANCE

AUDIT COMMITTEE'S REPORT

STATEMENT OF INTERNAL CONTROL

STATEMENT OF DIRECTORS' RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS

PENYATA PENGERUSI

CHAIRMAN'S STATEMENT

DIRECTORS' REPORT

STATEMENT BY DIRECTORS

STATUTORY DECLARATION

REPORT OF THE AUDITORS TO THE MEMBERS OF MULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD

INCOME STATEMENTS

BALANCE SHEETS

CONSOLIDATED STATEMENT OF CHANGES IN EQUITY

COMPANY STATEMENT OF CHANGES IN EQUITY

CASH FLOW STATEMENTS

NOTES TO THE FINANCIAL STATEMENTS

LIST OF PROPERTIES

ANALYSIS OF SHAREHOLDINGS

SUBSTANTIAL SHAREHOLDERS

DIRECTORS' SHAREHOLDINGS

THIRTY LARGEST SHAREHOLDERS

FORM OF PROXY

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39 - 64

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NOTICE OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Thirteenth Annual General Meeting of the Company will be held at Ponderosa Golf &Country Club, 10-C, Jalan Bumi Hijau Tiga, Taman Molek, 81100 Johor Bahru, Johor Darul Ta’zim on Monday, 29December 2003 at 10.30 a.m. for the following purposes:-

A G E N D A

1. To receive and adopt the Audited Financial Statements for the year ended 31 July, 2003and the Reports of the Directors and the Auditors thereon.

2. To declare a Final dividend of 10% (tax exempt) for the year ended 31 July, 2003

3. To approve the payment of Directors’ fee of RM373,000.00 for the year ended 31 July,2003

4. To re-elect the following Directors who are retiring under Article 76 of the Articles ofAssociation of the Company :-a) Dato’ Haji Sulaiman Bin Ahmadb) Goh Tong Huatc) Goh Chai Siong

5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise thedirectors to fix their remuneration.

As Special Business

6. To consider and if thought fit, to pass the following resolution as an OrdinaryResolution :

Authority to Issue SharesTHAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and arehereby authorised to issue shares in the Company at any time until the conclusion of thenext Annual General Meeting and upon such terms and conditions and for suchpurposes as the Directors may in their absolute discretion deem fit provided that theaggregate number of shares to be issued does not exceed 10 per cent of the issuedshare capital of the Company for the time being, subject always to the approval of all therelevant regulatory bodies being obtained for such allotment and issue.

7. Any Other BusinessTo transact any other ordinary business of which due notice shall have been given.

Resolution 1

Resolution 2

Resolution 3

Resolution 4Resolution 5Resolution 6

Resolution 7

Resolution 8


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NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT

NOTICE IS ALSO HEREBY GIVEN that a Final Dividend of 10% (tax exempt) in respect of the financial year ended 31 July,2003, if approved by the shareholders at the forthcoming Annual General meeting to be held on 29 December 2003 will bepaid on 30 January 2004 to Depositors registered in the Records of Depositors at the close of the business on 19 January2004.

A depositor shall qualify for entitlement to the dividend only in respect of:-

a) shares transferred into the Depositor’s securities account before 4.00 p.m. on 19 January 2004 in respect of ordinarytransfers; and

b) shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the KualaLumpur Stock Exchange.

BY ORDER OF THE BOARD,

TAN SOI LIM (LS 00565)SUJATA MENON A/P K.R.D.S. CHANDRAN (LS 02004)Secretaries

Johor BahruDated: 4 December 2003

Notes:

(a) A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and voteinstead of him. A proxy need not be a member of the Company and a member may appoint any person to be his proxywithout limitation and the provisions of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to theCompany. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney dulyauthorised in writing or if such appointer is a corporation, under its Common Seal or the hand of its attorney.

(b) Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of hisholding to be represented by each proxy.

(c) The Proxy Form must be deposited with the Secretary at the Registered Office of the Company at Suite 5.3A, Level5, Menara Pelangi, No. 2, Jalan Kuning, Taman Pelangi, 80400 Johor Bahru, Johor, Malaysia not less than 48 hoursbefore the time set for the meeting or any adjournment thereof.

(d) Explanatory Notes to Special BusinessOrdinary Resolution (8)Authority to Issue Shares(i) The proposed Ordinary Resolution 8 in relation to the authority to allot shares pursuant to Section 132D of the

Companies Act, 1965, if passed will empower the Directors to issue shares up to an aggregate amount notexceeding 10% of the issued share capital of the Company for the time being, for such purposes as theDirectors consider would be in the interests of the Company. This would avoid any delay and cost involved inconvening a general meeting to approve such issue of shares. This authority, unless revoked or varied at ageneral meeting, will expire at the next Annual General Meeting of the Company.


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Statement accompanying the Notice of Annual General Meeting

The Thirteenth Annual General Meeting of MULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD will be held atPonderosa Golf & Country Club, 10-C, Jalan Bumi Hijau Tiga, Taman Molek, 81100 Johor Bahru, Johor Darul Ta’zim onMonday, 29 December 2003 at 10.30 a.m.

Name of Directors who are standing for re-election are as follows : -

1. DATO’ HAJI SULAIMAN BIN AHMAD (Non-Independent Non-Executive Director)2. GOH TONG HUAT (Non-Independent Executive Director)3. GOH CHAI SIONG (Non-Independent Non-Executive Director)

Details of attendance of Directors at Board Meetings:-The information on Board Meetings and attendance of the Directors are as in page 16 of the Annual Report.

Profile of Directors standing for re-election and their shareholdings in the CompanyTheir profiles are as in the page 7 of the Annual Report. Their Shareholdings in the Company are stated in page 26 of theAnnual Report.


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BOARD OF DIRECTORS

Chairman Dato’ Hj Sulaiman Bin Ahmad (Non-Independent Non-Executive Director)Managing Director Goh Tong Huat (Non-Independent Executive Director)Directors Goh Kar Chun (Non-Independent Executive Director)

Goh Chai Siong (Non-Independent Non-Executive Director)Nora Lam Siew Wan (Non-Independent Non-Executive Director)Mohd. Nadzir Mahmud (Non-Independent Non-Executive Director)Dato’ Bahari Bin Haron (Independent Non-Executive Director)Huang Yan Teo (Independent Non-Executive Director)Chai Lai Koon (Independent Non-Executive Director)

AUDIT COMMITTEE

Chairman Huang Yan TeoMembers Mohd Nadzir Mahmud

Nora Lam Siew WanDato’ Bahari Bin HaronChai Lai Koon

REMUNERATION COMMITTEE

Chairman Mohd Nadzir MahmudMembers Nora Lam Siew Wan

Huang Yan Teo

NOMINATION COMMITTEE

Chairman Chai Lai KoonMember Nora Lam Siew Wan

Dato’ Bahari Bin Haron

SECRETARIES

Tan Soi Lim (LS00565)Sujata Menon A/P K.R.D.S. Chandran (LS02004)

REGISTERED OFFICE

Suite 5.3A, Level 5, Menara Pelangi,No 2, Jalan Kuning, Taman Pelangi,80400 Johor Bahru, JohorTel: 07-3341750Fax: 07-3318617


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REGISTRARSecurities Services (Holdings) Sdn Bhd (36869-T)Level 7, Menara Milenium,Jalan Damanlela, Pusat Bandar Damansara,Damansara Heights,50490 Kuala Lumpur.Tel: 03-20849000Fax: 03-20949940

AUDITORSMessrs. Ernst & Young

PRINCIPAL BANKERSPublic Bank BerhadMalayan Banking BerhadRHB Bank BerhadHSBC Bank Malaysia BerhadAffin Bank Berhad

SUBSIDIARY COMPANIESBeaucar Accessories (M) Sdn Bhd (102803-P)Plasmet Industries (M) Sdn Bhd (393571-K)

ASSOCIATED COMPANYWirapadu Sistem Sdn Bhd (485384-M)

STOCK EXCHANGE LISTINGSecond Board of The Kuala Lumpur Stock Exchange


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BOARD OF DIRECTORS

DIRECTORS’ PROFILE

DATO’ HAJI SULAIMAN BIN AHMADDato’ Haji Sulaiman Bin Ahmad, Malaysian, aged 66, is the Chairman and Non - Executive Director of the Company. Hewas appointed to the Board on 28 May 1996. He has over 30 years experience in automotive industry. He is deemedinterested in recurrent related party transactions, for which a Shareholders’ Mandate was obtained at the ExtraordinaryGeneral Meeting held on 23 December 2002. Details pertaining to these transactions are disclosed in Note 22 to thefinancial statements. He currently sits on the Board of Golden Pharos Berhad. He has had no convictions for any offenceswithin the past 10 years.

GOH TONG HUATGoh Tong Huat, Malaysian, aged 49, is the Managing Director of the Company. He was appointed to the Board on 6February 1990 . He holds a Bachelor of Science degree in Mechanical Engineering. Prior to joining the Group, he servedas Head of the Quality Control Section at Amalgamated Steel Mills Sdn Bhd from year 1978 to year 1985. He started a carparts and accessories business since 1985. He is a brother of Goh Chai Siong, who is a Non-Executive Director andsubstantial shareholder of the Company, and an uncle of Goh Kar Chun, who is the Executive Director of the Company. Heis also a brother-in-law of Chang Choon Cheng @ Chang Chu Chen, who is a substantial shareholder of the Company. Hehas had no convictions for any offences within the past 10 years.

GOH CHAI SIONGGoh Chai Siong, Malaysian, aged 51, is a Non-Executive Director of the Company. He was appointed to the Board on 8August 1990. He has over 30 years experience in the hardware and car accessories business. He is deemed interested inrecurrent related party transactions, for which a Shareholders’ Mandate was obtained at the Extraordinary GeneralMeeting held on 23 December 2002. Details pertaining to these transactions are disclosed in Note 22 to the financialstatements. He is a brother of Goh Tong Huat, who is the Managing Director and substantial shareholder of the Company,and an uncle of Goh Kar Chun, who is the Executive Director of the Company. He is also a brother-in-law of Chang ChoonCheng @ Chang Chu Chen, who is a substantial shareholder of the Company. He has had no convictions for any offenceswithin the past 10 years.

NORA LAM SIEW WANNora Lam Siew Wan, Malaysian, aged 45, is a Non-Executive Director of the Company. She was appointed to the Board on20 May 1997. She is also a member of the Audit Committee, Nomination Committee and Remuneration Committee. MsLam who holds a Law Degree, LLB (Hons), is a Barrister-at-law (Lincoln’s Inn, London) and a mediator (Bar Council) inMalaysia. She had previously practiced in a legal firm as a legal assistant from year 1983 to early of year 1987. Prior tojoining the Group, she served as Legal Manager for 4 years at East Asiatic Company (M) Berhad from year 1987 to year1991 and as Company Secretary for its subsidiaries. She is the Founder Partner of M/s Lam & Lim from year 1991 to year1998, and subsequently she became the sole-proprietor of M/s Nora S.W. Lam & Associates from year 1998 to year 1999.Since the year 2000 she has been the Managing Partner of M/s Nora S.W. Lam & Associates. She is deemed interested inrecurrent related party transactions, for which a Shareholders’ Mandate was obtained at the Extraordinary GeneralMeeting held on 23 December 2002. Details pertaining to these transactions are disclosed in Note 22 to the financialstatements. She has no family relationship with any directors and/ or substantial shareholders of the Company. She hashad no convictions for any offences within the past 10 years.


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BOARD OF DIRECTORS

HUANG YAN TEOHuang Yan Teo, Malaysian, aged 56, is an Independent Non-Executive Director of the Company. He was appointed to theBoard on 29 March 2002. He is also the Chairman of the Audit Committee, and a member of the Remuneration Committee.He is a Chartered Accountant and served for 8 years from year 1966 to year 1974 with an audit firm, Coopers & Lybrandbefore working as financial controller in the private sector from year 1974 to year 1981. He has been the principal of hisown accounting firm since year 1981. Other directorships of public listed companies are London Biscuits Berhad andPelangi Berhad.

He has no family relationship with any directors/ or substantial shareholders of the Company and does not have anyconflict of interest with the Company. He has had no convictions for any offences within the past 10 years.

MOHD NADZIR MAHMUDMohd Nadzir Mahmud, Malaysian, aged 62, is a Non-Executive Director of the Company. He was appointed to the Boardon 2 August 1999. He is also the Chairman of Remuneration Committee and a member of the Audit Committee. He is aBarrister-at-law (Inner Temple, London) and holds a postgraduate qualification in Business Administration from the HarvardUniversity, Graduate School of Business Administration, United States of America. He had previously held various seniormanagement positions in both local and multinational corporations. He currently sits on the Board of Hock Seng LeeBerhad, a public listed company.


GOH KAR CHUNGoh Kar Chun, Malaysian, aged 27, is the Executive Director of the Company. He was appointed to the Board on 27December 2001. He had a degree of Bachelor of Medicine, Bachelor of Surgery and Bachelor of Obstretrics. He worked inGeneral Practitioner Clinic in year 1994 and voluntary worked in Cerebral Palsy Centre in year 1996. He also had electivetraining in Subang Jaya Medical Centre and Penang General Hospital in year 1999. In year 2000, he worked as a doctor atST. Vincent University Hospital, Ireland. He is the nephew of Goh Tong Huat, who is the Managing Director of theCompany, and Goh Chai Siong, who is a Non-Executive Director of the Company. He is also the son of Chang ChoonCheng @ Chang Chu Chen, who is a substantial shareholder of the Company. He has had no convictions for any offenceswithin the past 10 years.

CHAI LAI KOONChai Lai Koon, Malaysian, aged 46, is an Independent Non-Executive Director of the Company. He is also a member ofAudit Committee and the Chairman of Nomination Committee. He was appointed to the Board on 29 March 2002. He is aqualified Chartered Accountant(M), FCCA and ATII. He was a partner of public accounting firm, namely SC Associates,from year 1993 to year 1997. He was also a city councilor of Majlis Bandaraya Johor Bahru from year 1994 to year 1998.He is now a principal of own accounting firm, namely CLK Associates since year 1998.



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BOARD OF DIRECTORS

DATO’ BAHARI BIN HARONDato’ Bahari Bin Haron, Malaysian, aged 56, is an Independent Non-Executive Director of the Company. He was appointedto the Board on 29 March 2002. He is a member of Audit Committee and Nomination Committee. He is a Barrister At Law(Inner Temple, London) and a Magistrate of Kuala Lumpur Court from year 1973 to year 1974. He started his own legalpractice in year 1974 and was actively involved in UMNO Johor and made a candidate for the Labis ParliamentaryConstituency for the General Election in year 1982. He won the seat uncontested.

He was appointed as the State Exco Member in year 1989 and held the portfolio of Chairman of the State Housing andLocal Government Committee. He is currently retired from active politics. Prior to joining the Group, he was involved inmany business activities in the retail, property, food and manufacturing industries. He was the Director of Bank Rakyat for5 years and was the Vice-Chairman of Kejora (Lembaga Kemajuan Johor Tenggara) for 8 years.

He has no family relationship with any directors and/ or substantial shareholders of the Company and does not have anyconflict of interest with the Company. He has had no convictions for any offences within the past 10 years.


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The Board of directors of the Company is committed to ensuring that the highest standards of corporate governance arepracticed throughout the Group as a fundamental part of discharging its responsibilities to protect and enhanceshareholders value and financial performance.

The Principles and Best Practices of the Malaysian Code on Corporate Governance (the “Code”) issued in March 2000were incorporated into the Revamped Listing Requirements of the Kuala Lumpur Stock Exchange ( KLSE) in January2001.

The Board is pleased to report on the manner the Company has applied the Principles, and the extent of compliance withthe Best Practices of good governance as set out in Part 1 and Part 2 respectively of the Code pursuant to paragraph 15.26of the Listing Requirements of the Kuala Lumpur Stock Exchange.

COMPLIANCE STATEMENT

The Company is in substantial compliance throughout the financial year with the Principles and Best Practices of the Codesave for the following with which the Company has partly complied :

a. Risk Management System.

At present, the Group is in the process of implementing various internal controls relating to financial and operationalmatters. The Company has outsourced its Internal Audit function to assist the Audit Committee in discharging itsduties in respect of the internal controls within the Group. A more structured approach to formalize the existingprocesses by which risks are identified, assessed, controlled and reviewed with the involvement of the AuditCommittee and the Board, will be adopted.

b. Investor Relations Programme or Shareholders Communications Policy

It is the policy of the Company to communicate all important matters to shareholders on a timely basis. This has beendone through the distribution of annual reports, general meetings of shareholders, and announcements to the KualaLumpur Stock Exchange.

c. Directors’ Training

The Board ensures that it recruits to the Board only individuals of caliber, knowledge and experience to fulfill theduties of a Director. All Directors have attended and completed the Mandatory Accreditation Programme(MAP)conducted by the Research Institute of Investment Analysis Malaysia(RIIAM).

Pursuant to KLSE Practice Note No. 15/2003, Continuing Education Programme (CEP), directors who havecompleted the MAP or whose stipulated timeframes for completion of the MAP expire on or before 31 December2002 must attend the CEP in the manner prescribed by the Exchange vide this Practice Note, beginning with thecalendar year 2003. All directors have yet to attend CEP due to this Practice Note takes effects on 1 July 2003.

Directors are provided with the opportunity for training on an ongoing basis to ensure they are kept up to date onrelevant new legislation, regulations and changing commercial risks. Additionally, the seminars and continuingeducation programmes conducted by KLSE, other relevant regulatory authorities and professional bodies arenotified to the Board for their participation.


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d. Relationship of the Board to Management

Many of the responsibilities of the Board are delegated by the Board to management. A key principle to the effectivefunctioning of the Board in assessing the direction of the Group and the performance of the management is that it isable to function independently of management. The Chairman is assigned with responsibility for managing theprocess of the Board and for ensuring that the Board discharges the responsibilities that was previously defined.

e. Quality of Information

The Board is supplied with relevant information and reports on financial, regulatory and audit matters by way of Boardpapers for informed decision-making and meaningful discharge of the duties.

PRINCIPLE STATEMENT

The principles of the Code are divided into four Sections:

Section 1: The BoardSection 2: Directors’ RemunerationSection 3: ShareholdersSection 4: Accountability and Audit

Set out below is a statement on the extent of the Group’s application of the principles of the Code and compliance with thebest practices provisions:

SECTION 1: THE BOARD

Composition of the Board

The Company is led by a strong and experienced Board. The Board has nine members. Seven out of the nine members arenon-executive directors, three of whom are independent. No individual or group of individuals dominates the Board’sdecision making and the number of directors reflects fairly the investment of the shareholders. The profile of the Boardmembers are set out on pages 7 to 9.

Dato’ Haji Sulaiman Bin Ahmad is the Chairman of the Board while Goh Tong Huat acts as the Managing Director. Thereis a clear division of responsibility between these two roles to ensure a balance of power and authority. The ManagingDirector has overall responsibilities over the operating units, organizational effectiveness and implementation of Boardpolicies and decisions. The Chairman’s responsibility is to ensure pivotal role in corporate accountability.

The Company considers that its complement of non-executive directors provides an effective Board with a mix ofindustry-specific knowledge and broad business and commercial experience. This balance enables the Board to provideclear and effective leadership to the Group and to bring informed and independent judgement to many aspects of theGroup’s strategy and performance so as to ensure that the Group, on a global basis maintains the highest standards ofconduct and integrity.

More than two-third of the Board comprises non-executive directors since the Company recognises the contribution ofnon-executive directors as equal Board members to the development of the Group’s strategy, the importance ofrepresenting the interests of public shareholders and providing a balanced and independent view to the Board.


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In accordance with the requirements of the Code, Mr Huang Yan Teo has been appointed as the Senior IndependentNon-Executive Director to be available to deal with concerns regarding the Company where it could be inappropriate forthese to be dealt with by the Chairman or the Managing Director of the Board.

Board Responsibilities

The Board retains full and effective control of the Company. This includes responsibility for determining the Company’soverall strategic direction as well as, development and control of the Group. Key matters, such as approval of annual andinterim results, acquisitions and disposals, as well as material agreements and budgets.

During the financial year, the Board held five regular meetings where it deliberated and considered a variety of matters. Ateach regularly scheduled meeting, there is a full financial and business review and discussion, including financialperformance to date against the annual budget previously approved by the Board for that year.

The Board has also delegated certain responsibilities to other Board committees, which operate within clearly definedterms of reference. Standing committees of the Board include the Audit Committee (please refer to the Report on AuditCommittee set out on pages 18 to 20, a Nomination Committee and a Remuneration Committee and an OptionsCommittee.

Supply of Information

Each Board member receives quarterly operating results, including a comprehensive review and analysis. Reportsproviding updates on operational, financial and corporate issues as well as minutes of meetings of the Board Committeesare circulated prior to the meetings to enable Directors to obtain further explanations/clarifications, where necessary, inorder to be properly briefed before deliberation of the issues in the meeting.

Directors have the right to seek independent professional advice at the Company’s expense in furtherance of their duties.Before incurring such professional fee, the Director concerned must consult with the Chairman of the Board and suchadvice so obtained shall be made known to the other members of the Board for deliberation and decision.

Directors have access to timely and accurate information within the Group whether as full board or in their individualcapacity, in furtherance of their duties.

Directors also have direct access to the advice and the services of the Group’s Company Secretary who is responsible forensuring that Board procedures are followed.

Appointments of the Board and Re-election

A Nomination Committee was formed on 6 May 2002 to assist the Board in the execution of its duties and it meets as andwhen required. The Committee held four (4) meetings during the financial year which were attended by all members. Themembers of the Committee, the majority of whom are Independent Non-Executive Directors are as follows :

Chai Lai Koon (Chairman) Independent Non-Executive DirectorDato’ Bahari Bin Haron Independent Non-Executive DirectorNora Lam Siew Wan Non-Executive Director


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The Nomination Committee is empowered to bring to the Board recommendations as to the appointment of any newexecutive or non-executive director, provided that the Chairman of the Nomination Committee, in developing suchrecommendations, consults all directors and reflects that consultation in any recommendation of the NominationCommittee are brought forward to the Board.

The Nomination Committee also ensures that the Board has an appropriate balance of expertise and ability. For thispurpose, the Committee will regularly review the profile of the required skills and attributes. This profile will be used toassess the suitability as executive or non-executive directors of candidates put forward by the directors. The effectivenessof the Board as a whole and the contribution of each individual director will be assessed by the Committee on a regularbasis.

The directors have direct access to the advice and the services of the Group’s Company Secretary who is responsible forensuring that all appointments are properly made and all necessary information is obtained from directors, both for theGroup’s own records and for the purposes of meeting the requirements of the Companies Act 1965, Listing Requirementsof the KLSE and other regulatory requirements.

On appointment, the directors will be briefed about the Group’s business, the Board role, and the latest financialinformation about the Group in an informal manner by the management. Throughout their period in office, they are updatedon the Group’s business, the competitive and regulatory environments in which it operates and other changes, by briefingsand meetings with senior executives. Directors are also advised on appointment of their legal and other obligations as adirector of a listed company, both in writing and in face-to-face meetings with the Group’s Company Secretary. They arereminded of these obligations each year and are encouraged to attend training courses at the Company’s expense.

In accordance with the Company’s Articles of Association, all directors who are appointed by the Board are subject toelection by shareholders at the first opportunity after their appointment. The Articles also provided that at least one-third ofthe Board including the Managing Director is subject to re-election at regular intervals and at least once every three years.

SECTION 2: DIRECTORS’ REMUNERATION

Remuneration Policy and Procedure

A Remuneration Committee was set-up on 6 May 2002 and it meets as and when required. The number of RemunerationCommittee’s meetings held during the members’ tenure in office in the current financial year and the number of meetingsattended by each member are as follows :

Name of Member No. of Meetings AttendedMohd. Nadzir Mahmud ( Chairman ) - Non-Executive Director 3 out of 3Huang Yan Teo - Independent Non-Executive Director 3 out of 3Nora Lam Siew Wan - Non-Executive Director 1 out of 2*

* Nora Lam Siew Wan was appointed to the committee on 23 September 2002.

The Remuneration Committee reviews and approves the annual salaries, incentive arrangements, service arrangementsand other employment conditions for the executive directors. The determination of remuneration of non-executive directorsis a matter for the Board as a whole. The non-executive directors abstain from discussion of their own remuneration.

The policy of the Remuneration Committee is in line with the Group’s overall practice on compensation and benefits. Thisis to reward employees competitively, taking into account performance, market comparisons and competitive pressures inthe industry. The strategy for executive pay, in general terms, is for basic salaries to reflect the relevant market median,with total direct compensation (that is, basic salary, annual bonus payments) to be at the upper quartile for outstandingperformance.


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The Committee considers that it is crucial to link a significant proportion of the total executive remuneration package toindividual and corporate performance. It is the Committee’s policy to increase the proportion of the total remunerationpackage linked to performance to align executive performance and reward with the interests of shareholders.

The remuneration package for the Chairman, Managing Director and other directors comprises some or all of the followingelements:

Basic Salaries and Fees

In setting the basic salary and fees for each executive director, the Remuneration Committee takes into account thecompensation practices of other companies and the performance of each individual director. Salaries are reviewed(although not necessarily increased) annually. Salaries are increased only where the Committee believes thatadjustments are appropriate to reflect performance, increased responsibilities and/or market pressures.

The Board determines fees payable to non-executive directors with the approval from shareholders at the Annual GeneralMeeting.

Annual Incentive Plan (Bonus Scheme)

The Group operates a bonus scheme for all employees, including the executive directors. The criteria for the scheme aredependent on the financial performance of the Group based on an established formula. Bonus payable to the executivedirectors are reviewed by the Remuneration Committee and approved by the Board, and are shown on page 46.

Contributions are made to the Employees Provident Fund (“EPF”), the national mandatory defined contribution plan, inrespect of all Malaysian-resident executive directors.

Benefits-in-kind

Other customary benefits are available as appropriate.

Directors’ Remuneration

The details of the total remuneration of each director of the Company during the financial year are as disclosed in Note 5to the financial statements.

SECTION 3: SHAREHOLDERS

Dialogue Between the Company and Investors

As part of the Board’s responsibility in developing and implementing an investor relations programme, meeting will be heldbetween the Managing Director and analyst/investors throughout the year as and when required. Presentations based onpermissible disclosures are made to explain the Group’s performance and major development programmes. Price-sensitive information about the Group is, however, not disclosed in these exchanges until after the prescribedannouncement to the KLSE has been made.

In addition, the annual and quarterly reports, together with the Group’s earnings and other announcements about theGroup provides shareholders with an overview of the Group’s performance and operations, are available at the KLSE’swebsite.


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Annual General Meeting

The Annual General Meeting is the principal forum for dialogue with shareholders. Notice of the Annual General Meetingand annual reports are sent out to shareholders at least 21 days before the date of the meeting.

Besides the usual agenda for the Annual General Meeting, the Board presents the progress and performance of thebusiness as contained in the annual report and provides opportunities for shareholders to raise questions pertaining to thebusiness activities of the Group. All directors are available to provide responses to questions from the shareholders duringthese meetings.

For re-election of directors, the Board ensures that full information is disclosed through the notice of meetings regardingdirectors who are retiring and who are willing to serve if re-elected.

Items of special business included in the notice of the meeting will be accompanied by an explanatory statement tofacilitate full understanding and evaluation of the issues involved.

SECTION 4: ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board always aims to present a balanced and fair assessment of the Group’s financial performance and prospects toshareholders, investors and regulatory authorities. This assessment is primarily provided in the Annual Report through theChairman’s Statement, review of operations and the financial statements. The Company also presents the Group’sfinancial results on a quarterly basis via public announcement to the KLSE. For financial reporting through quarterly reportsto KLSE and the annual report to shareholders, the directors have a responsibility to present a fair assessment of theGroup’s position and prospects.

The Audit Committee assists the Board in scrutinizing information for disclosure to ensure accuracy, adequacy andcompleteness. The Statement by Directors pursuant to Section 169 of the Companies Act 1965 is set out on page 31 of thisannual report.

Internal Control

Information on the Group’s internal control is presented in the Statement on Internal Control laid out on page 21.

Options Committee

The Options Committee was formed in February 2002 in accordance with the provisions of the By-Laws to administer theEmployees Share Option Scheme of the Company. Mr Goh Tong Huat (Managing Director) sits as Chairman of the OptionsCommittee and have one management representative, one operation co-ordinator, one secretary, two managers and onerepresentative from sales office as his committee members.

Relationship with Auditors

The role of the Audit Committee in relation to the external auditors may be found in the Report on Audit Committee set outon pages 18 to 20. The Group has always maintained a close and transparent relationship with its auditors in seekingprofessional advice and ensuring compliance with the accounting standards in Malaysia.


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ATTENDANCE AT BOARD OF DIRECTORS’ MEETINGS

The number of Board of Directors’ meetings held during the directors’ tenure in office in the current financial year and thenumber of meetings attended by each director are as follows :

Number of Board meetingsheld during directors’ Number of meetings

Directors tenure in office attended by directors

Dato’ Haji Sulaiman Bin Ahmad 5 5Mohd Nadzir Mahmud 5 5Goh Tong Huat 5 5Goh Chai Siong 5 3Nora Lam Siew Wan 5 5Chai Lai Koon 5 5Dato Bahari Bin Haron 5 5Goh Kar Chun 5 5Huang Yan Teo 5 5

OTHER INFORMATION REQUIRED BY THE LISTING REQUIREMENTS OF THE KLSE

Share Buybacks

During the financial year, the Company did not enter into any share buyback transactions.

Options or Warrants

During the financial year, 3,738,000 share options under the Employees Share Options Scheme (ESOS) were granted toEligible Employees in the Group pursuant to the ESOS of the Group that was established in March 2003. Each optionholder is given a right to exercise one share option for one ordinary share in MCE at an option price of RM1.45 per share.

During the financial year ended 31 July 2003, the Option Committee had accepted the exercise of options by the eligibleemployees of the Group for a total of 61,000 new ordinary shares.

The company did not issue any warrants or convertible securities during the financial year. Further information on theESOS is set out on pages 27 to 29.

American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) Programme

During the financial year, the Company did not sponsor any ADR or GDR programme.

Imposition of Sanctions and Penalties

There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management by therelevant regulatory bodies during the financial year.


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Material Contracts

To the best of the Board’s knowledge, there are no material contracts involving the Group with any of the substantialshareholders nor Directors in office as at 31 July 2003 except those disclosed under Recurrent Related Party Transactions.

Revaluation Policy

The Group’s revaluation policy is stated in Note 2(d) to the Financial Statements.

Non-Audit Fees

The amount of non-audit fees for services provided by the external auditors to the Group and the Company for the financialyear amounting to RM106,200 and RM95,000 respectively.

Variance From Unaudited Results Previously Announced

There were no variances of 10% or more for the audited results of the Group from the unaudited results as announced on26 September 2003.

Profit Guarantee

During the financial year, there were no profit guarantees given by the Company.

Statement made in accordance with the resolution of the Board of Directors dated 30 October 2003.

Dato’ Haji Sulaiman Bin AhmadChairman


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AUDIT COMMITTEE’S REPORT

COMPOSITION OF MEMBERS

For the financial year ended 31 July, 2003, the Committee comprised the following members :

Chairman

Mr Huang Yan Teo (Independent Non-Executive Director)

Members

Dato’ Bahari Bin Haron (Independent Non-Executive Director)Chai Lai Koon (Independent Non-Executive Director)Mohd. Nadzir Mahmud (Non-independent Non-Executive Director)Nora Lam Siew Wan (Non-independent Non-Executive Director)

The Audit Committee is formally constituted with written terms of reference. All members of the Committee have a workingfamiliarity with basic finance and accounting practices.

TERMS OF REFERENCE

Objectives

The primary objectives of the Audit Committee are :

i. to assist in the fiduciary duties of the Board in matters pertaining to business ethics, policies, financial management,internal control, accounting policies and financial reporting of the Company and its subsidiaries (“the Group”).

ii. to maintain and enhance a line of communication and independence between the Group and the external auditors.iii. to ensure a system of internal control which will mitigate the likelihood of fraud or error.

Composition Compliance

The members of the Audit Committee shall be appointed by the Board from amongst the directors which shall fulfil thefollowing requirements:

i. The Audit Committee must compose of no fewer than 3 members;ii. The majority of the Audit Committee must be independent non-executive directors;iii. At least one member of the Audit Committee:

! must be a member of the Malaysian Institute of Accountants (“MIA”); or! if he is not member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience

and :- he must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967;

or- he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the

Accountants Act 1967.

The Board confirms that no alternate director has been appointed as a member of the Audit Committee.

Mr Huang Yan Teo, who is a member of MIA and an Independent Non-Executive Director, chairs the Audit Committee.

In the event of any vacancy in the Audit Committee resulting in the non-compliance of the above requirements, the Boardmust fill the vacancy within 3 months.


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Authority

The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seekany information it requires from any employee and all employees are directed to cooperate with any request made by theCommittee.

The Committee is authorised by the Board to obtain legal or other independent professional advice subject to the Company’sprocedure on Access to Independent Advice as stipulated in the Company’s Corporate Governance Manual and to securethe attendance of outsiders with relevant experience and expertise if it considers this necessary.

The Committee is authorised to convene meetings with the external auditors, excluding the attendance of the executivemembers of the Committee, whenever deemed necessary.

Functions and Responsibilities

The functions and responsibilities of the Audit Committee include the following :

! To review the effectiveness of management information and other systems of internal control within the Group.! To review with the external auditors the scope of their audit plan, their evaluation of the system of internal control and

the audit reports on the financial statements.! To review the quarterly and annual financial statements with management and external auditors prior to approval by

the Board.! To review the scope and recommendations in the internal audit reports and the effectiveness of the internal audit

function.! To carry out in-depth review on major findings of internal investigations and management’s response and to

recommend corrective measures.! To consider compliance of statutory legislation or guidelines as imposed by relevant Authorities which will include,

but are not limited to :a. The Securities Commissionb. The Kuala Lumpur Stock Exchange

! To consider external auditors’ appointment and remuneration.! To consider any related party transactions and conflict of interest situation that may arise within the Group including

transaction, procedure or course of conduct that raises questions of management integrity.! To consider other matters directed by the Board.

Meetings

Number of Meetings

The Committee shall meet at least four (4) times a year. The Chairman shall also convene a meeting of the Committee ifrequested to do so by any member, the management or the internal or external auditors to consider any matter within thescope and responsibilities of the Committee. As part of its duty to foster open communication, the Group AccountsManager, General Manager and the representative from the external auditors are normally invited to attend the meetings.

Quorum

A quorum shall consist of a majority of Independent Non-Executive Directors.

Secretary

The Company Secretary shall be the Secretary of the Committee or, in her absence, another person authorised by theChairman of the Committee.


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Reporting Procedure

The minutes of each meeting shall be circulated to all members of the Board.

! The Group’s Audit Committee held four (4) meetings during the year under review. The attendance of each AuditCommittee member were as follows :

Total no. of meetings held duringdirectors’ tenure in office Meetings attended by directors

Huang Yan Teo 4 4Dato’ Bahari Bin Haron 4 4Chai Lai Koon 4 3Mohd. Nadzir Mahmod 4 4Nora Lam Siew Wan 4 2

Activities

During the financial year under review, the activities of the Audit Committee included :

! reviewing the unaudited quarterly financial results and announcements of the results prior to the approval by theBoard of Directors;

! reviewing the audit reports with the external auditors;! reviewing any related party transaction;! reviewing the Company’s compliance with the Listing Requirements of the Kuala Lumpur Stock Exchange;! reviewing the recommendations in the quarterly internal audit reports and the effectiveness of the internal audit

function;! reviewing the internal audit plan for the financial year ended 31 July 2003 and financial year ending 31 July 2004; and! discussing with the external auditors the audit plan and scope for the year as well as audit procedures to be utilized.

Internal Audit Function

The Audit Committee is supported by an independent and adequately resourced internal audit function which is outsourcedfrom Hanafiah Raslan and Mohamad. The Committee is aware of the fact that an independent and adequately resourcedinternal audit function is essential to assist in obtaining the assurance it requires regarding the effectiveness of the systemof internal control.

The committee is satisfied that the internal auditor has performed its role with impartiality, proficiency and due professionalcare. During the financial year, the internal audit activities were carried out according to the internal audit plan which havebeen approved by the Audit Committee.


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STATEMENT ON INTERNAL CONTROL

RESPONSIBILITY

The Board has overall responsibility for the Group’s system of internal control and for reviewing its adequacy and integritywhilst the role of management is to implement the Board’s policies on risk and control.

The system of internal control is designed to manage rather than eliminate the risk of failure to achieve businessobjectives. In pursuing these objectives, internal controls can only provide reasonable and not absolute assurance againstmaterial misstatement or loss.

RISK MANAGEMENT FRAMEWORK

The Board recognises that an important element for a sound system of internal control is to have in place a riskmanagement framework in order to identify principal risks and implement appropriate controls to manage such risk. Thepresent process of identifying and addressing risks is conducted informally. A more structured approach to formalise theexisting processes by which risk are identified, assessed, controlled and reviewed with the involvement of the AuditCommittee and the Board will be adopted. In ensuring its ongoing review of significant risks affecting the organisation, theinternal control procedures with clear lines of accountability and delegated authority were established through a series ofstandard operating practice memorandum.

KEY PROCESSES

The key processes that the directors have established in reviewing the adequacy and integrity of the system of internalcontrol are as follows:

! There is a system of financial reporting to the Board based on quarterly results;

! The Group outsourced its internal audit function to assist the Audit Committee in discharging its duties in respect ofthe internal controls within the Group. The internal auditors reporting to the Audit Committee, performs regularreviews of business processes to assess the effectiveness of internal controls and highlight significant risksimpacting the Group. The Audit Committee conducts annual reviews on the adequacy of the internal audit scope ofwork and resources;

! The Audit Committee, on behalf of the Board, regularly reviews and holds discussions with management on theaction taken on internal control issues identified in reports prepared by the internal auditors, the external auditors andthe management. During the current financial year, four of such reports were received and reviewed by the AuditCommittee;

! Close involvement in daily operations of the Group by the Managing Director and the Executive Director.

A number of internal control weaknesses were identified during the year under review. None of the weaknesses haveresulted in any material losses, contingencies or uncertainties that would require disclosure in the Group’s annual report.

Statement made in accordance with the resolution of the Board of Directors dated 30 October 2003.

Dato’ Haji Sulaiman Bin AhmadChairman


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STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS

This statement is prepared as required by the Listing Requirements of the Kuala Lumpur Stock Exchange.

The directors are required by the Companies Act, 1965 (“the Act”) to prepare financial statements for each financial year soas to give a true and fair view of the financial position of the Group and of the Company and the results and cash flows ofthe Group and of the Company as at end of the financial year.

During the preparation of the financial statements for the financial year ended 31 July 2003, the directors have ensuredthat :

! the Group and the Company have used appropriate accounting policies and are consistently applied;

! reasonable judgements and estimates that are prudent and reasonable have been used;

! all applicable Approved Accounting Standards in Malaysia have been followed.

! the accounting and other records required by the Act are properly kept and disclosed with reasonable accuracy atany time the financial position of the Group and of the Company which enable them to ensure the financialstatements comply with the Act.

! the financial statements have been prepared on the going concern basis.

The directors have general responsibilities for taking such steps that are reasonably available to them to safeguard theassets of the Group, and to prevent and detect fraud and other irregularities and material misstatements, as describedmore fully in the corporate governance section of this report. Such system, by their nature, can only provide reasonableand not absolute assurance against material misstatement, loss and fraud.


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PENYATA PENGERUSI

Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan Laporan TahunanMulti-Code Electronics Industries (M) Berhad (“MCE” atau “Syarikat”) berserta dengan anak-anak syarikat dalam kumpulannya ("Kumpulan") bagi tahun kewangan berakhir 31 Julai, 2003.

GAMBARAN KESELURUHAN KEWANGAN

Dalam tahun kewangan ini, Kumpulan telah mencapai perolehan sebanyak RM52.30 jutaberbanding dengan RM71.51 juta dalam tahun 2002, menggambarkan penurunan sebanyak26.86%. Ini adalah berikutan dengan penurunan kadar permintaan daripada pelanggan-pelanggan utama. Sejajar dengan penurunan perolehan ini, Kumpulan telah mencatatkankeuntungan selepas cukai dan kepentingan minoriti yang rendah sebanyak RM6.75 juta

berbanding dengan RM8.96 juta pada tahun sebelumnya.

PERKEMBANGAN KORPORAT

Semasa tahun kewangan ini, Syarikat berbangga dengan kejayaan dalam peningkatan taraf pengiktirafan kepadaISO9001:2000. Pengiktirafan ke atas kualiti pengurusan yang cemerlang ini menunjukkan komitmen kami terhadap mutubarangan yang berkualiti tinggi dan juga adalah syarat penting untuk membolehkan syarikat kami membekal barangankepada pelanggan-pelanggan utama.

Pengilangan dan pembekalan alat kawalan jauh, alat penggera automatik, kunci pusat, tingkap berkuasa, pengesan undur,lampu berhenti, suis dan juga set kunci untuk kenderaan akan merupakan perniagaan utama dan penyumbang keuntunganKumpulan bagi tahun kewangan berakhir 31 Julai 2004.

PROSPEK

Lembaga Pengarah menjangkakan prestasi Kumpulan bagi tahunan kewangan hadapan akan merosot berbanding dengantahun kewangan semasa disebabkan oleh kekurangan permintaan daripada pelanggan-pelanggan.

DIVIDEN

Lembaga Pengarah telah mencadangkan dividen akhir sebanyak 10% dikecualikan cukai bagi tahun kewangan berakhir31 Julai 2003. Ini tertakluk diatas persetujuan para pemegang saham dalam Mesyuarat Agung Tahunan yang akan datang.

PENGHARGAAN

Bagi pihak Lembaga Pengarah, saya ingin merakamkan penghargaan kami kepada pihak Pengurusan dan semuakakitangan di atas dedikasi dan usaha gigih mereka pada tahun lepas dan semua pelanggan, pembekal, bank, rakanniaga dan para pemegang saham di atas sokongan mereka yang berterusan dan keyakinan yang diberikan kepadaKumpulan.

Saya juga ingin mengambil peluang ini untuk mengucapkan ribuan terima kasih kepada rakan-rakan sejawat di dalamLembaga Pengarah ini di atas nasihat yang bernilai dan panduan yang telah diberikan oleh mereka dalam tahun lepas danmengharap akan sokongan yang berterusan untuk masa yang mendatang.

DATO HJ. SULAIMAN BIN AHMADPengerusi


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CHAIRMAN’S STATEMENT

On behalf of the Board of Directors, I am pleased to present the Annual Report of Multi-Code Electronics Industries (M)Berhad (“MCE” or “ the Company”) and its subsidiaries (“the Group”) for the financial year ended 31 July 2003.

FINANCIAL OVERVIEW

For the year under review, the Group achieved a turnover of RM52.30 million compared to RM71.51 million in year 2002,representing a decrease of 26.86% is mainly due to decrease in demand from the main customers. In tandem with thelower turnover, the Group recorded a lower profit after tax and minority interest of RM6.75 million compared to RM8.96million in the preceding year.

CORPORATE DEVELOPMENTS

During the year under review, the Company takes pride in that it has successfully been upgraded to ISO9001:2000accreditation. This certification of quality management excellence marks our commitment to the high standard of productquality and is also a prerequisite for the supply of parts to our main customers.

Manufacture and supply of remote control auto alarm, central locks, power window, reverse sensor, stop lamp, switchesand key sets will be the Group’s core business and earning contributor for the financial year ending 31 July 2004.

PROSPECTS

The Board anticipates that the Group’s performance for the next financial year will be lower compared to the currentfinancial year due to the expected weak demand by the customers.

DIVIDENDS

The Board has recommended a final 10% tax exempt dividend for the financial year ended 31 July 2003. This would besubject to the approval of shareholders at the forthcoming annual general meeting to be convened by the Company.

APPRECIATION

On behalf of the Board, I would like to express my appreciation to the Management and staff for their hard work anddedication during the past year and all customers, suppliers, bankers, business associates and shareholders for theircontinued cooperation and support to the Group.

I would also like to take this opportunity to thank all my fellow Board members for their invaluable advice and guidance inthe past year and look forward to their continued support in the future.

DATO’ HJ. SULAIMAN BIN AHMADChairman


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DIRECTORS’ REPORT

The directors have pleasure in presenting their report together with the audited financial statements of the Group and of theCompany for the financial year ended 31 July 2003.

PRINCIPAL ACTIVITIES

The principal activities of the Company are the manufacture and supply of remote control auto alarm, central locks, powerwindow, reverse sensor, switches and stop lamp for motor vehicles. The principal activities of the subsidiaries aremanufacture and supply of metal stamping and plastic injection parts and trading in auto accessories.

There have been no significant changes in these activities during the financial year.

RESULTSGroup Company

RM RM

Profit after taxation 6,756,447 8,597,430Minority interests (6,760) -

Net profit for the year 6,749,687 8,597,430

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in thestatements of changes in equity.

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year werenot substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

The amount of dividends paid by the Company since 31 July, 2002 were as follows :

In respect of the financial year ended 31 July 2002 RMas reported in the directors’ report of that year

Final tax exempt dividend of 10% paid on 28 January 2003 4,361,170

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 July 2003 of 10% taxexempt on 43,672,700 ordinary shares amounting to a total dividend payable of RM4,367,270 (10 sen net per share) willbe proposed for shareholders’ approval. The financial statements for the current year do not reflect this proposed dividend.Such dividend, if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation ofretained profits in the financial year ending 31 July 2004.


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DIRECTORS’ REPORT

DIRECTORS

The names of the directors of the Company in office since the date of the last report and at the date of this report are :

Dato’ Hj Sulaiman bin AhmadGoh Tong HuatMohd. Nadzir MahmudGoh Chai SiongNora Lam Siew WanGoh Kar ChunHuang Yan TeoChai Lai KoonDato’ Bahari Bin Haron

DIRECTORS’ BENEFITS

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which theCompany was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures ofthe Company or any other body corporate, other than as may arise from the share options to be granted pursuant to theEmployee Share Options Scheme ("ESOS").

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other thanbenefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note5 to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made bythe Company or a related corporation with any director or with a firm of which he is a member, or with a company in whichhe has a substantial financial interest.

DIRECTORS’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year inshares in the Company during the financial year were as follows:

<---- Number of Ordinary Shares of RM1 Each ---->1 August 31 July

2002 Bought Sold 2003Direct interestGoh Tong Huat 12,021,520 - - 12,021,520Goh Chai Siong 3,526,836 - - 3,526,836

Indirect interestDato’ Hj Sulaiman bin Ahmad 2,415,600 - - 2,415,600Goh Tong Huat 502,118 - - 502,118


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DIRECTORS’ REPORT

The options to subscribe for shares pursuant to the ESOS of the Company are as follows :

Number of Options Over Unissued OrdinaryShares of RM1 Each

1 August 31 JulyMulti-Code Electronics 2002 Granted Exercised 2003Industries (M) Berhad

Direct interestGoh Tong Huat - 412,000 - 412,000Goh Kar Chun - 76,000 - 76,000

Other than as disclosed above, the other directors in office at the end of the financial year had no interest in shares in theCompany.

ISSUE OF SHARES

During the financial year, the Company increased its issued and paid-up share capital from RM43,611,700 to RM43,672,700by way of issuance of 61,000 ordinary shares of RM1 each at an issued price of RM1.45 per share pursuant to ESOS. Theshare premium arising amounted to RM27,450, and this has been credited to the share premium account. The newordinary shares rank pari passu in all respects with existing ordinary shares.

Subsequent to the financial year, the Company increased its issued and paid-up share capital from RM43,672,700 toRM43,702,700 by the issuance of 30,000 ordinary shares of RM1 each at an issued price of RM1.45 per share pursuantto ESOS. All the shares issued ranked pari passu in all respects with the existing shares of the Company.

PROPOSED PRIVATE PLACEMENT (“PPP”)

During the financial year, the Company’s proposal of a private placement of 500,000 new ordinary shares of RM1.00 eachrepresenting approximately 1.15% of the issued and paid up share capital of the Company was approved by the Ministryof International Trade and Industry on 21 January 2003 and the Securities Commission (SC) on 6 March 2003.

The SC had further approved the PPP on 25 July 2003 to be regulated under the SC’s revised Policies and Guidelines onIssue/Offer of Securities which come into effect on 1 May 2003 and also approved the extension of time until 6 March 2004to complete the PPP via its letter dated 5 September 2003.

EMPLOYEE SHARE OPTIONS SCHEME ("ESOS")

The Multi-Code Electronics Industries (M) Berhad ESOS is governed by the by-laws approved by the shareholders at anExtraordinary General Meeting held on 3 December 2001.

The main features of the ESOS are as follows:

(a) The ESOS shall be in force for a period of five years from the date of the receipt of the last of the requisite approvals.

(b) Eligible persons are employees of the Group (including executive directors) who have been confirmed in theemployment of the Group and have served for at least one year before the date of the offer. The eligibility forparticipation in the ESOS shall be at the discretion of the Options Committee appointed by the Board of Directors.


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DIRECTORS’ REPORT

(c) The total number of shares to be issued under the ESOS shall not exceed in aggregate 10% of the issued sharecapital of the Company at any point of time during the tenure of the ESOS.

(d) The option price for each share shall be the average of the mean market quotation of the shares of the Company inthe daily official list issued by the Kuala Lumpur Stock Exchange for the five trading days preceding the date of offer,or the par value of the shares of the Company of RM1, whichever is the higher.

(e) No option shall be granted for less than 1,000 shares to any eligible employee.

(f) An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to theCompany commencing from the date of the offer but before the expiry of five years from the date of the receipt of thelast of the requisite approvals.

(g) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in allrespects with the existing ordinary shares of the Company other than as may be specified in a resolution approvingthe distribution of dividends prior to their exercise dates.

(h) The persons to whom the options have been granted have no right to participate by virtue of the options in any shareissue of any other company.

Information with respect to the number of options granted under the ESOS is as follows :

Number of Share Options

At 1 August 2002 -Granted 3,738,000Exercised (61,000)Lapsed (150,000)

At 31 July 2003 3,527,000

Details of share options granted during the financial year :

Exercise Period Exercise Price Number of Share OptionsRM

21 March 2003 - 10 March 2007 1.45 3,738,000

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the list ofoption holders and their holdings.


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DIRECTORS’ REPORT

Details of share options exercised during the year and the fair value at the exercise date of shares issued are as follows :

Number of Fair ValuesConsideration Share of Shares

Exercise Date Exercise Price Received Options IssuedRM RM RM

13 June 2003 1.45 8,700 6,000 1.781 July 2003 1.45 13,050 9,000 1.738 July 2003 1.45 24,650 17,000 1.8711 July 2003 1.45 33,350 23,000 1.9315 July 2003 1.45 8,700 6,000 2.05

88,450 61,000

The terms of share options outstanding as at the end of the year are as follows :

Exercise Number of Share OptionsPrice Options Outstanding

Exercise Period RM

21 March 2003 - 10 March 2007 1.45 3,527,000

OTHER STATUTORY INFORMATION

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directorstook reasonable steps :

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making ofprovision for doubtful debts and satisfied themselves that there were no known bad debts and that adequateprovision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting recordsin the ordinary course of business had been written down to an amount which they might be expected so torealise.

(b) At the date of this report, the directors are not aware of any circumstances which would render :

(i) it necessary to write off any bad debts or the amount of the provision for doubtful debts inadequate to anysubstantial extent; and

(ii) the values attributed to the current assets in the financial statements of the Group and of the Companymisleading.

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would renderadherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading orinappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report orfinancial statements of the Group and of the Company which would render any amount stated in the financialstatements misleading.


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DIRECTORS’ REPORT

(e) As at the date of this report, there does not exist :

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial yearwhich secures the liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.

(f) In the opinion of the directors :

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period oftwelve months after the end of the financial year which will or may affect the ability of the Group or of theCompany to meet their obligations when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of thefinancial year and the date of this report which is likely to affect substantially the results of the operations of theGroup or of the Company for the financial year in which this report is made.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the directors

GOH TONG HUAT DATO’ HJ SULAIMAN BIN AHMAD

Johor Bahru, MalaysiaDate : 30 October 2003


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STATEMENT BY DIRECTORSPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, GOH TONG HUAT and DATO’ HJ SULAIMAN BIN AHMAD, being two of the directors of MULTI-CODEELECTRONICS INDUSTRIES (M) BERHAD, do hereby state that, in the opinion of the directors, the accompanyingfinancial statements set out on pages 33 to 64 are drawn up in accordance with applicable Approved AccountingStandards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the financialposition of the Group and of the Company as at 31 July 2003 and of the results and the cash flows of the Group and of theCompany for the year then ended.

Signed on behalf of the Board in accordance with a resolution of the directors

GOH TONG HUAT DATO’ HJ SULAIMAN BIN AHMAD


STATUTORY DECLARATIONPURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965

I, ANG AI LING, being the officer primarily responsible for the financial management of MULTI-CODE ELECTRONICSINDUSTRIES (M) BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out onpages 33 to 64 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be trueand by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the )abovenamed ANG AI LING at Johor )Bahru in the State of Johor )on 30 October 2003 )

Before me :

Commissioner for Oaths


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REPORT OF THE AUDITORS TO THE MEMBERS OFMULTI-CODE ELECTRONICS INDUSTRIES (M) BERHAD

We have audited the accompanying financial statements set out on pages 33 to 64. These financial statements are theresponsibility of the Company’s directors. Our responsibility is to express an opinion on these financial statements basedon our audit.

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standardsrequire that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are freeof material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosuresin the financial statements. An audit also includes assessing the accounting principles used and significant estimatesmade by the directors, as well as evaluating the overall presentation of the financial statements. We believe that our auditprovides a reasonable basis for our opinion.

In our opinion :

(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965and applicable Approved Accounting Standards in Malaysia so as to give a true and fair view of :

(i) the financial position of the Group and of the Company as at 31 July 2003 and of the results and the cash flowsof the Group and of the Company for the year then ended; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements;and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by itssubsidiaries have been properly kept in accordance with the provisions of the Act.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statementsof the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidatedfinancial statements and we have received satisfactory information and explanations required by us for those purposes.

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to theconsolidated financial statements and did not include any comment required to be made under Section 174(3) of the Act.

Ernst & Young Abraham Verghese A/L T. V. AbrahamNo. AF 0039 No. 1664/10/04(J)Chartered Accountants Partner



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INCOME STATEMENTS FOR THE YEAR ENDED 31 JULY 2003

Group CompanyNote 2003 2002 2003 2002

RM RM RM RM

Revenue 3 52,300,788 71,514,187 51,280,476 70,198,591Other operating income 1,049,208 1,075,406 6,910,112 3,413,952Changes in inventories 674,864 (2,057,385) 363,542 (1,173,390)Raw materials and consumables used (28,423,559) (37,632,278) (33,279,317) (46,061,103)Purchase of trading inventories (3,179,573) (4,231,376) - -Staff costs (9,186,808) (9,409,481) (7,341,104) (7,409,536)Depreciation (2,282,808) (2,458,388) (1,995,376) (1,885,785)Other operating expenses (4,785,609) (7,604,594) (4,193,318) (6,911,200)

Profit from operations 4 6,166,503 9,196,091 11,745,015 10,171,529Share of results of associate 3,029,750 4,155,294 - -

Profit before taxation 9,196,253 13,351,385 11,745,015 10,171,529Taxation 6 (2,439,806) (4,150,800) (3,147,585) (3,259,388)

Profit after taxation 6,756,447 9,200,585 8,597,430 6,912,141Minority interests (6,760) (244,647) - -

Net profit for the year 6,749,687 8,955,938 8,597,430 6,912,141

Basic earnings per share (sen) 7 15.5 20.5

The accompanying notes form an integral part of the financial statements.


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BALANCE SHEETS AS AT 31 JULY 2003

Group CompanyNote 2003 2002 2003 2002

RM RM RM RMNON-CURRENT ASSETS

Property, plant and equipment 8 27,813,920 27,612,394 26,421,917 26,077,627Investment in subsidiaries 9 - - 2,391,942 2,391,942Investment in associate 10 754,636 2,468,887 5,000 5,000

28,568,556 30,081,281 28,818,859 28,474,569

CURRENT ASSETS

Inventories 11 19,940,918 25,885,541 18,106,928 24,114,207Trade receivables 12 8,642,887 15,883,340 8,185,064 15,330,078Other receivables 13 966,300 1,519,053 705,176 1,377,339Tax refundable 1,370,372 797,406 868,396 524,769Cash and bank balances 14 31,273,841 19,433,840 30,022,953 18,715,327

62,194,318 63,519,180 57,888,517 60,061,720

CURRENT LIABILITIES

Trade payables 15 2,103,440 6,316,297 2,541,168 7,772,262Other payables 16 3,631,729 4,728,382 3,383,150 4,466,075

5,735,169 11,044,679 5,924,318 12,238,337

NET CURRENT ASSETS 56,459,149 52,474,501 51,964,199 47,823,383

85,027,705 82,555,782 80,783,058 76,297,952

FINANCED BY :

Share capital 17 43,672,700 43,611,700 43,672,700 43,611,700Reserves 38,758,052 36,268,959 35,708,225 31,371,389

Shareholders’ equity 82,430,752 79,880,659 79,380,925 74,983,089Deferred taxation 18 1,402,133 1,314,863 1,402,133 1,314,863Minority interests 1,194,820 1,360,260 - -

85,027,705 82,555,782 80,783,058 76,297,952



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CONSOLIDATED STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 JULY 2003

<------------ Non-distributable ------------> DistributableRevaluation Share buy

Share Share reserve back RetainedNote capital premium (Note 19) reserve profits Total

RM RM RM RM RM RM

At 1 August 2001As previously stated 39,647,000 4,343,713 1,438,685 352,000 29,770,723 75,552,121Prior year adjustments 21 - - (210,726) - - (210,726)

At 1 August 2001 (restated) 39,647,000 4,343,713 1,227,959 352,000 29,770,723 75,341,395Charged to deferred taxation 18 - - (162,137) - - (162,137)Deficit on revaluation of freehold

land and buildings during the year - - (197,662) - - (197,662)Net profit for the year - - - - 8,955,938 8,955,938Bonus issue during the year 3,964,700 (3,964,700) - - - -Expenses incurred for the bonus

issue during the year - (92,175) - - - (92,175)Dividend 20 - - - - (3,964,700) (3,964,700)

At 31 July 2002 43,611,700 286,838 868,160 352,000 34,761,961 79,880,659

At 1 August 2002As previously stated 43,611,700 286,838 1,241,023 352,000 34,761,961 80,253,522Prior year adjustments 21 - - (372,863) - - (372,863)

At 1 August 2002 (restated) 43,611,700 286,838 868,160 352,000 34,761,961 79,880,659Issue of shares for cash

pursuant to ESOS 61,000 27,450 - - - 88,450Charged to deferred taxation 18 - - (38,903) - - (38,903)Surplus on revaluation of freehold

land and buildings during the year - - 112,029 - - 112,029Net profit for the year - - - - 6,749,687 6,749,687Dividend 20 - - - - (4,361,170) (4,361,170)

At 31 July 2003 43,672,700 314,288 941,286 352,000 37,150,478 82,430,752



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COMPANY STATEMENT OF CHANGES IN EQUITYFOR THE YEAR ENDED 31 JULY 2003

<------------ Non-distributable ------------> DistributableRevaluation Share buy

Share Share reserve back RetainedNote capital premium (Note 19) reserve profits Total

RM RM RM RM RM RM

At 1 August 2001As previously stated 39,647,000 4,343,713 1,438,685 352,000 26,916,950 72,698,348Prior year adjustments 21 - - (210,726) - - (210,726)

At 1 August 2001 (restated) 39,647,000 4,343,713 1,227,959 352,000 26,916,950 72,487,622Charged to deferred taxation 18 - - (162,137) - - (162,137)Deficit on revaluation of freehold

land and buildings during the year - - (197,662) - - (197,662)Net profit for the year - - - - 6,912,141 6,912,141Bonus issue during the year 3,964,700 (3,964,700) - - - -Expenses incurred for the proposed

bonus issue during the year - (92,175) - - - (92,175)Dividend 20 - - - - (3,964,700) (3,964,700)

At 31 July 2002 43,611,700 286,838 868,160 352,000 29,864,391 74,983,089

At 1 August 2002As previously stated 43,611,700 286,838 1,241,023 352,000 29,864,391 75,355,952Prior year adjustments 21 - - (372,863) - - (372,863)

At 1 August 2002 (restated) 43,611,700 286,838 868,160 352,000 29,864,391 74,983,089Issue of shares for cash

pursuant to ESOS 61,000 27,450 - - - 88,450Charged to deferred taxation 18 - - (38,903) - - (38,903)Surplus on revaluation of freehold

land and buildings during the year - - 112,029 - - 112,029Net profit for the year - - - - 8,597,430 8,597,430Dividend 20 - - - - (4,361,170) (4,361,170)

At 31 July 2003 43,672,700 314,288 941,286 352,000 34,100,651 79,380,925



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CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 JULY 2003

Group Company2003 2002 2003 2002

RM RM RM RMCASH FLOWS FROM

OPERATING ACTIVITIES

Profit before taxation 9,196,253 13,351,385 11,745,015 10,171,529Adjustments for :

Depreciation 2,282,808 2,458,388 1,995,376 1,885,785Share of profit of

associate (3,029,750) (4,155,294) - -Interest income (516,580) (453,935) (515,518) (452,874)Dividend income - - (5,833,879) (2,343,865)Provision for doubtful debts - 34,871 - 34,871Bad debts written off 151 175,512 151 13,804Unrealised gain on foreign

exchange (10,484) - (10,484) -Gain on disposal of plant

and equipment (156,000) (359,942) (156,000) (359,942)Plant and equipment written off 9,279 120,011 1,298 120,011Reserve on consolidation

written off - (220,499) - -Deficit on revaluation of land

and buildings - 1,971,541 - 1,762,336Provision for doubtful debts

written back (1,520) (159,708) (1,520) -

Operating profit before workingcapital changes 7,774,157 12,762,330 7,224,439 10,831,655Receivables 7,795,013 (3,232,454) 7,818,734 (3,897,949)Inventories 5,944,623 (2,936,880) 6,007,279 (3,484,419)Payables (5,299,215) 2,210,281 (6,303,724) 3,795,781

Cash generated from operations 16,214,578 8,803,277 14,746,728 7,245,068 Income tax paid (2,139,437) (4,922,911) (1,824,437) (4,098,657) Income tax refund 23,112 - - -

Net cash from operating activities 14,098,253 3,880,366 12,922,291 3,146,411



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CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 JULY 2003

Group Company2003 2002 2003 2002

RM RM RM RMCASH FLOWS FROM

INVESTING ACTIVITIES

Dividend received from theassociate 3,895,671 1,367,783 3,895,671 1,367,783

Dividend received from asubsidiary - - 319,800 319,800

Interest received 516,580 453,935 515,518 452,874Purchase of property,

plant and equipment (2,381,863) (2,116,058) (2,228,934) (1,929,671)Proceeds from disposal of

plant and equipment 156,280 367,830 156,000 367,830

Net cash from investing activities 2,186,668 73,490 2,658,055 578,616

CASH FLOWS FROMFINANCING ACTIVITIES

Withdrawal of fixed depositpledged to the bank forbanking facilities - 1,074,775 - 1,074,775

Proceeds from issuance ofordinary shares 88,450 - 88,450 -

Expenses incurred for bonus issue - (92,175) - (92,175)Dividend paid (4,361,170) (3,964,700) (4,361,170) (3,964,700)Dividend paid to minority

shareholders (172,200) (172,200) - -

Net cash used in financing activities (4,444,920) (3,154,300) (4,272,720) (2,982,100)

NET INCERASEIN CASH AND CASHEQUIVALENTS 11,840,001 799,556 11,307,626 742,927

CASH AND CASHEQUIVALENTS ATBEGINNING OF YEAR 19,433,840 18,634,284 18,715,327 17,972,400

CASH AND CASHEQUIVALENTS AT ENDOF YEAR (NOTE 14) 31,273,841 19,433,840 30,022,953 18,715,327



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NOTES TO THE FINANCIAL STATEMENTS - 31 JULY 2003

1. CORPORATE INFORMATION

The principal activities of the Company are the manufacture and supply of remote control auto alarm, central locks, powerwindow, reverse sensor, switches and stop lamp for motor vehicles. The principal activities of the subsidiaries aredescribed in Note 9. There have been no significant changes in the nature of these activities during the financial year.

The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the SecondBoard of the Kuala Lumpur Stock Exchange. The principal place of business of the Company is located at No. 2 & 4, JalanWaja 7, Kawasan Perindustrian Pandan, 81100 Johor Bahru, Johor.

The number of employees in the Group and in the Company at the end of the financial year were 463 (2002 : 593) and 364(2002 : 472) respectively.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of thedirectors on 30 October 2003.

2. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Preparation

The financial statements of the Group and of the Company have been prepared under the historical cost convention exceptfor the revaluation of freehold land and buildings. The financial statements comply with the provisions of the CompaniesAct, 1965 and applicable Approved Accounting Standards in Malaysia.

During the financial year ended 31 July 2003, the Group and the Company adopted the following Malaysian AccountingStandards Board (MASB) Standards for first time :

MASB 25 Income TaxesMASB 29 Employee Benefits

The effects of adopting MASB 25 are summarised in the Statements of Changes in Equity and further information isdisclosed in Note 21. The adoption of MASB 29 has not given rise to any adjustments to the opening balances of retainedprofits of prior and current year or to changes in comparatives.

(b) Basis of Consolidation

(i) Subsidiaries

The consolidated financial statements include the financial statements of the Company and all its subsidiaries.Subsidiaries are those companies in which the Group has a long term equity interest and where it has power toexercise control over the financial and operating policies so as to obtain benefits therefrom.

Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method ofaccounting, the results of subsidiaries acquired or disposed of during the year are included in the consolidatedincome statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. Theassets and liabilities of a subsidiary are measured at their fair values at the date of acquisition and these values arereflected in the consolidated balance sheet. The difference between the cost of an acquisition and the fair value ofthe Group’s share of the net assets of the acquired subsidiary at the date of acquisition is included in the consolidatedbalance sheet as goodwill or negative goodwill arising on consolidation.


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Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and theconsolidated financial statements reflect external transactions only. Unrealised losses are eliminated onconsolidation unless costs cannot be recovered.

The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s shareof its net assets together with any unamortised balance of goodwill which were not previously recognised in theconsolidated income statement.

Minority interest is measured at the minorities’ share of the fair values of the identifiable assets and liabilities of thesubsidiary.

(ii) AssociatesAssociates are those companies in which the Group has a long term equity interest and where it exercises significantinfluence over the financial and operating policies.

Investment in associate is accounted for in the consolidated financial statements by the equity method of accountingbased on the audited or management financial statements of the associate. Under the equity method of accounting,the Group’s share of profits less losses of associate during the year is included in the consolidated income statement.The Group’s interest in associate is carried in the consolidated balance sheet at cost plus the Group’s share of post-acquisition retained profits or accumulated losses and other reserves as well as goodwill on acquisition.

(c) Investments in Subsidiaries and Associate

The Company’s investments in subsidiaries and associate are stated at cost less impairment losses. The policy for therecognition and measurement of impairment losses is in accordance with Note 2(l).

On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognisedin the income statement.

(d) Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses. The policy for therecognition and measurement of impairment losses is in accordance with Note 2(l).

Freehold land is stated at valuation less impairment losses. Revaluations are made once in five years from the date of lastrevaluation based on a valuation by an independent valuer. Any revaluation increase is credited to equity as a revaluationsurplus, except to the extent that it reverses a revaluation decrease for the same asset previously recognised as anexpense, in which case the increase is recognised in the income statement to the extent of the decrease previouslyrecognised. A revaluation decrease is first offset against an increase on unutilised earlier valuations in respect of the sameasset and is thereafter recognised as an expense. Upon the disposal of revalued assets, the attributable revaluationsurplus remaining in the revaluation reserve is transferred to retained profits.


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Depreciation of other property, plant and equipment is provided for on a straight line basis to write off the cost of eachasset to its residual value over the estimated useful life at the following annual rates:

Buildings 2%Moulds 15%Plant and machinery 20%Equipment, furniture and fittings 10%Motor vehicles 20%Renovation 10%Electrical installation 10%Loose tools 50%Computer 50%

Upon the disposal of an item of property, plant or equipment, the difference between the net disposal proceeds andthe net carrying amount is recognised in the income statement.

(e) Inventories

Inventories are stated at the lower of cost (determined on the first-in, first-out basis) and net realisable value. Cost offinished goods and work-in-progress includes direct materials, direct labour, other direct cost and appropriateproduction overheads. Net realisable value represents the estimated selling price less all estimated costs tocompletion and costs to be incurred in marketing, selling and distribution.

(f) Cash and Cash Equivalents

For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank and fixeddeposits which have an insignificant risk of changes in value.

(g) Provision for Liabilities

Provision for liabilities are recognised when the Group has a present obligation as a result of a past event and it isprobable that an outflow of resources embodying economic benefits will be required to settle the obligation, and areliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted toreflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision isthe present value of the expenditure expected to be required to settle the obligation.

(h) Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amountof income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that havebeen enacted at the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date betweenthe tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred taxliabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for alldeductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable thattaxable profit will be available against which the deductible temporary differences, unused tax losses and unused taxcredits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negativegoodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination andat the time of the transaction, affects neither accounting profit nor taxable profit.


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Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liabilityis settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax isrecognised in the income statement, except when it arises from a transaction which is recognised directly in equity, inwhich case the deferred tax is also charged or credited directly in equity, or when it arises from a business combination thatis an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

Prior to the adoption of MASB 25 Income Taxes on 1 August 2002, deferred tax was provided for using the liability methodin respect of significant timing differences and deferred tax assets were not recognised unless there was reasonableexpectation of their realisation. This change in accounting policy has been accounted for retrospectively and the effects ofthis change are disclosed in Note 21.

(i) Employee Benefits

(i) Short term benefitsWages, salaries, bonuses and social security contributions are recognised as an expense in the year in which theassociated services are rendered by employees of the Group. Short term accumulating compensated absencessuch as paid annual leave are recognised when services are rendered by employees that increase their entitlementto future compensated absences, and short term non-accumulating compensated absences such as sick leave arerecognised when the absences occur.

(ii) Defined contribution plansAs required by law, companies in Malaysia make contribution to the state pension scheme, the Employees ProvidentFund.

Prior to the adoption of MASB 29 Employee Benefits on 1 August 2002, no liability was recognised for the obligations inrespect of short term employee benefits in the form of accumulating compensated absences. This change in accountingpolicy has not given rise to any adjustments to the opening balances of retained profits of the prior and current year or tochanges in comparatives as the amount involved and the effect on the financial statements is insignificant.

(j) Revenue Recognition

Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to theenterprise and the amount of the revenue can be measured reliably.

(i) Sale of goodsRevenue relating to sale of goods is recognised net of sales tax and discounts upon the transfer of risks and rewards.

(ii) Interest and rental incomeInterest is recognised on a time proportion basis that reflects the effective yield on the asset and rental income isrecognised on an accrual basis.

(iii) Dividend incomeDividend income is recognised when the right to receive payment is established.


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k) Foreign Currencies Transactions

Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at the date of thetransaction. At each balance sheet date, foreign currency monetary items are translated into Ringgit Malaysia at exchangerates ruling at that date. Non-monetary items initially denominated in foreign currencies, which are carried at historical costare translated using the historical rate as of the date of acquisition and non-monetary items which are carried at fair valueare translated using the exchange rate that existed when the values were determined.

All exchange rate differences are taken to the income statement.

The principal exchange rates used for every unit of foreign currency ruling at the balance sheet date used are as follows:

2003 2002RM RM

United States Dollar 3.805 3.805Singapore Dollar 2.180 2.200Taiwan New Dollar 0.112 0.112Japanese Yen 0.032 -

(l) Impairment of Assets

At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is anyindication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of theassets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use, which ismeasured by reference to discounted future cash flows.

An impairment loss is recognised as an expense in the income statement immediately unless the asset is carried at arevalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of anyunutilised previously recognised revaluation surplus for the same asset. Reversal of impairment losses recognised in prioryears is recorded when the impairment losses recognised for the asset no longer exist or have decreased.

(m) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group has become a party to the contractualprovisions of the instrument.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractualarrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported asexpense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a netbasis or to realise the asset and settle the liability simultaneously.

(i) Trade ReceivablesTrade receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimateis made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.

(ii) Trade PayablesTrade payables are stated at cost which is the fair value of the consideration to be paid in the future for goods andservices received.


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(iii) Equity InstrumentsOrdinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in whichthey are declared.

The transaction costs of an equity transaction are accounted for as deduction from equity, net of tax. Equitytransaction costs comprise only those incremental external costs directly attributable to the equity transaction whichwould otherwise have been avoided.

When issued shares of the Company are repurchased, the consideration paid, including any attributable transactioncosts is presented as a change in equity. Repurchased shares that have not been cancelled are classified astreasury shares and presented as a deduction from equity. No gain or loss is recognised in the income statement onthe sale, re-issuance or cancellation of treasury shares. When treasury shares are reissued by resale, the differencebetween the sales consideration and the carrying amount of the treasury shares is shown as a movement in equity.

3. REVENUE

Revenue of the Group and of the Company consist of invoiced value of sales of goods less returns and discounts.

During the financial year, a customer and its associate contributed to approximately 78% (2002 : 80%) of the Group andthe Company revenue.


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4. PROFIT FROM OPERATIONSGroup Company

2003 2002 2003 2002RM RM RM RM

This is stated aftercharging/(crediting) :

Directors’ remuneration (Note 5)- holding company directors’ fee 421,000 335,834 373,000 287,834- holding company directors’ salaries,

bonus and allowances 687,855 613,153 687,855 613,153- subsidiary director’s

salaries and bonus 70,070 58,600 - -Auditors’ remuneration :

- current year 46,000 45,000 34,500 34,000- under provision in prior year - 8,000 - 7,000- Others - current year 106,200 128,500 95,000 118,900

- overprovision in prior year (48,000) - (48,000) -Rental of hostels 96,000 232,776 96,000 96,000Provision for doubtful debts - 34,871 - 34,871Provision for doubtful debts

written back (1,520) (159,708) (1,520) -Bad debts written off 151 175,512 151 13,804Plant and equipment written off 9,279 120,011 1,298 120,011Deficit on revaluation of land

and buildings - 1,971,541 - 1,762,336Reserve on consolidation written off - (220,499) - -Rental income (59,700) (249,779) (162,876) (218,076)Gain on disposal of plant and

equipment (156,000) (359,942) (156,000) (359,942)Gross dividend received from the

associate - - (5,389,712) (1,899,698)Gross dividend received from a

subsidiary company - - (444,167) (444,167)Management fee from the associate - (24,000) - (24,000)(Gain)/Loss on foreign exchange

- realised (843) 51,033 (866) 56,106- unrealised (10,484) - (10,484) -

Interest income (516,580) (453,935) (515,518) (452,874)


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5. DIRECTORS’ REMUNERATIONGroup Company

2003 2002 2003 2002RM RM RM RM

Directors of the CompanyExecutive :

Salaries and other emoluments 499,505 431,212 499,505 431,212Fees 108,000 109,833 84,000 85,833Bonus 116,350 109,941 116,350 109,941

723,855 650,986 699,855 626,986

Non-Executive :Salaries and other emoluments 72,000 72,000 72,000 72,000Fees 313,000 226,001 289,000 202,001

385,000 298,001 361,000 274,001

Other DirectorsExecutive :

Salaries and other emoluments 70,070 58,600 - -

70,070 58,600 - -

Total 1,178,925 1,007,587 1,060,855 900,987

Number of Directors2003 2002

Executive directors :RM1 to RM50,000 - 2RM50,001 to RM100,000 - 1RM100,001 to RM150,000 1 -RM150,001 to RM200,000 - -RM200,001 to RM250,000 - -RM250,000 and above 1 1

Non-executive directors :RM1 to RM50,000 5 6RM50,001 to RM100,000 1 -RM100,001 to RM150,000 1 1RM150,001 to RM200,000 - -RM200,001 to RM250,000 - -RM250,000 and above - -


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6. TAXATIONGroup Company

2003 2002 2003 2002RM RM RM RM

Tax expense for the year 1,363,891 2,986,718 2,920,000 3,264,000Under/(Over)provided in prior years 179,218 (941,400) 179,218 (946,612)Share of taxation of the associate 848,330 1,163,482 - -

Deferred tax :Relating to origination and reversal

of temporary differences (Note 18) 48,367 942,000 48,367 942,000

2,439,806 4,150,800 3,147,585 3,259,388

Domestic income tax is calculated at the Malaysian statutory tax rate of 28% (2002 : 28%) of the estimated assessableprofit for the year. A reconciliation of income tax expense applicable to profit before taxation at the statutory income taxrate to income tax expense at the effective income tax rate of the Group and of the Company is as follows :

2003 2002RM RM

Group

Profit before taxation and share of results of associate 6,166,503 9,196,091

Taxation at Malaysian statutory tax rate of 28% (2002 : 28%) 1,726,621 2,574,905Taxation at Malaysian tax rate of 20% (2002 : 28%) for subsidiaries qualified for small and medium enterprise status (8,000) -Deferred tax assets not recognised during the year (8,778) 57,510Expenses not deductible for tax pusposes 15,022 690,715Tax effect of group consolidation eliminating entries 16,749 (30,064)Utilisation of current year’s reinvestment allowances (292,517) (216,286)(Over)/Under provision of deferred tax in prior year (36,839) 851,938Under/(Over) provision of income tax expense in prior years 179,218 (941,400)Share of tax of associate 848,330 1,163,482

Tax expense for the year 2,439,806 4,150,800


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2003 2002RM RM

Company

Profit before taxation 11,745,015 10,171,529

Taxation at Malaysian statutory tax rate 28% (2002 : 28%) 3,288,604 2,848,028Expenses not deductible for tax pusposes 9,119 692,375Utilisation of current year’s reinvestment allowances (292,517) (186,341)(Over)/underprovision of deferred tax in prior year (36,839) 851,938Under/(Over) provision of income tax expense in prior years 179,218 (946,612)

Tax expense for the year 3,147,585 3,259,388

The Company has tax credits and tax exempt accounts to frank the payment of dividends out of its entire retained profitsunder the following Acts subject to agreement with the Inland Revenue Board :

(a) Tax credits under Section 108 of Income Tax, 1967 of approximately RM19,460,000 (2002 : RM16,017,000).

(b) Tax exempt account under Section 133A of Income Tax Act, 1967 of approximately RM8,462,000 (2002 : RM7,417,000).

(c) Tax exempt account arising from pioneer status of approximately RM6,485,000 (2002 : RM10,846,000).

(d) Tax exempt account under Section 12 of Income Tax (Amendment) Act, 1999 of approximately RM4,158,000 (2002: RM4,158,000).

(e) Tax exempt account arising out of tax exempt dividends received of approximately RM668,000 (2002 : RM614,000).


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7. EARNINGS PER SHARE

(a) Basic

Basic earnings per share is calculated by dividing the net profit for the year by the weighted average number ofordinary shares in issue during the financial year.

Group2003 2002

RM RM

Net profit for the year (RM) 6,749,687 8,955,938Weighted average number of ordinary shares in issue 43,616,784 43,611,700

Basic earnings per share (sen) 15.5 20.5

(b) Diluted

For the purpose of calculating diluted earnings per ordinary share, the net profit for the year and the weightedaverage number of ordinary shares in issue during the financial year have been adjusted for the dilutive potentialordinary shares from the conversion of the ESOS. The adjusted weighted average number of ordinary share is theweighted average number of ordinary shares in issue during the financial year plus the weighted average number ofordinary shares which would be issued on the conversion of the outstanding options under the ESOS into ordinaryshares.

Group2003RM

Net profit for the year (RM) 6,749,687

Weighted average number of ordinary shares in issue 43,616,784Adjustment for assumed conversion 3,527,000

Adjusted weighted average number of ordinary shares in issue and issuable 47,143,784

Diluted earnings per share (sen) 14.3

Comparative diluted earnings per share has not been presented as there was no potential ordinary sharesoutstanding during the previous financial year.


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8. PROPERTY, PLANT AND EQUIPMENT

At Valuation <------------------------------------- At cost ------------------------------------->Freehold land Freehold land Mould, plant Motor *Other

Group and buildings and buildings and machinery Vehicles assets TotalRM RM RM RM RM RM

Cost/Valuation

At 1 August 2002 15,990,000 3,775,428 12,437,137 2,710,820 8,399,474 43,312,859Additions - - 1,290,139 409,952 681,772 2,381,863Disposals - - - (356,490) (950) (357,440)Reclassification 3,775,428 (3,775,428) - - - -Write offs - - - - (21,977) (21,977)Revaluation 44,572 - - - - 44,572

At 31 July 2003 19,810,000 - 13,727,276 2,764,282 9,058,319 45,359,877

Accumulated Depreciation

At 1 August 2002 - 58,248 8,552,546 2,107,780 4,981,891 15,700,465Charge for the year 151,171 - 1,081,419 198,135 852,083 2,282,808Disposals - - - (356,490) (7,775) (364,265)Reclassification 58,248 (58,248) - - - -Write offs - - - - (5,593) (5,593)Revaluation (67,458) - - - - (67,458)

At 31 July 2003 141,961 - 9,633,965 1,949,425 5,820,606 17,545,957

Net Book Value

At 31 July 2003 19,668,039 - 4,093,311 814,857 3,237,713 27,813,920

At 31 July 2002 15,990,000 3,717,180 3,884,591 603,040 3,417,583 27,612,394

Depreciation charge for 2002 132,910 22,100 1,206,476 220,527 876,375 2,458,388


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At Valuation <------------------------------------- At cost ------------------------------------->Freehold land Freehold land Mould, plant Motor *Other

Company and buildings and buildings and machinery Vehicles assets TotalRM RM RM RM RM RM

Cost/Valuation

At 1 August 2002 15,380,000 3,775,428 10,031,438 2,622,249 7,523,552 39,332,667Additions - - 1,151,028 409,953 667,953 2,228,934Disposals - - - (356,490) - (356,490)Reclassification 3,775,428 (3,775,428) - - - -Write offs - - - - (6,489) (6,489)Revaluation 44,572 - - - - 44,572

At 31 July 2003 19,200,000 - 11,182,466 2,675,712 8,185,016 41,243,194

Accumulated Depreciation

At 1 August 2002 - 58,248 6,646,594 2,022,158 4,528,040 13,255,040Charge for the year 148,971 - 872,697 195,185 778,523 1,995,376Disposals - - - (356,490) - (356,490)Reclassification 58,248 (58,248) - - - -Write offs - - - - (5,191) (5,191)Revaluation (67,458) - - - - (67,458)

At 31 July 2003 139,761 - 7,519,291 1,860,853 5,301,372 14,821,277

Net Book Value

At 31 July 2003 19,060,239 - 3,663,175 814,859 2,883,644 26,421,917

At 31 July 2002 15,380,000 3,717,180 3,384,844 600,091 2,995,512 26,077,627

Depreciation charge for 2002 130,976 22,100 732,369 202,813 797,527 1,885,785

* Other assets comprise of equipment, furniture and fittings, renovation, electrical installation, loose tools and computer.


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(a) The net book values of property, plant and equipment pledged to banks for banking facilities granted to the Groupand the Company are as follows :

Group and Company2003 2002

RM RMFreehold land 4,930,000 5,078,390Buildings 2,843,338 2,638,789

7,773,338 7,717,179

(b) Included in property, plant and equipment of the Group and the Company are the cost of the following fullydepreciated assets which are still in use :

2003 2002Group RM RMPlant and machinery 2,276,922 1,437,732Mould 4,617,850 4,517,634Motor vehicles 1,663,724 1,741,796Computer 687,101 363,034Renovation 206,097 200,897Loose tools and electrical installation 925,793 919,038Equipment 469,944 461,989

10,847,431 9,642,120Company

Plant and machinery 621,770 618,989Mould 4,617,850 4,517,634Motor vehicles 1,514,309 1,741,796Computer 677,632 363,034Renovation 162,411 157,211Loose tools and electrical installation 862,861 856,106Equipment 410,481 404,826

8,867,314 8,659,596


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(c) ValuationDetails of independent professional valuation of freehold properties at 31 July, 2003 carried out by Samuel W.C. Tan(Bachelor Surveying (Hons) Property Management), a registered valuer of KGV - Lambert Smith Hampton are asfollows :

Year ofvaluation Description of property Amount Basis of valuation

RM

January 2003 2 pieces of freehold 3,820,000 Open market valueland and buildings atJohor Bahru

July 2002 16 pieces of freehold 13,070,000 Open market valueland and buildings atJohor Bahru

July 2002 5 pieces of freehold 2,920,000 Open market valueland and buildings atKlang

Had the revalued freehold land and buildings been stated at historical cost less accumulated depreciation, the netbook value of each class of freehold land and buildings that would have been included in the financial statements atthe end of the financial year are as follows :

Group Company2003 2002 2003 2002

RM RM RM RM

Freehold land 12,980,790 10,310,400 12,806,597 10,136,207Buildings 5,971,743 5,061,389 5,948,760 5,037,871

18,952,533 15,371,789 18,755,357 15,174,078


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9. INVESTMENT IN SUBSIDIARIESCompany

2003 2002RM RM

Unquoted shares, at cost 2,391,942 2,391,942

Details of the subsidiaries are as follows :

Equity InterestCountry of Held (%)

Name of Company Incorporation 2003 2002 Principal activities

Beaucar Accessories Malaysia 100 100 Trading in auto accessories(M) Sdn. Bhd.

Plasmet Industries Malaysia 65 65 Manufacture and supply of(M) Sdn. Bhd. metal stamping and plastic

injection parts

10. INVESTMENT IN ASSOCIATEGroup Company

2003 2002 2003 2002RM RM RM RM

Unquoted shares, at cost 5,000 5,000 5,000 5,000Share of post acquisition reserves 749,636 2,463,887 - -

754,636 2,468,887 5,000 5,000

Represented by :Share of net tangible assets 754,636 2,468,887

The results of the associate are based on the audited financial statements as at 31 December 2002 and managementfinancial statements for the seven months ended 31 July 2003.

Details of the associate are as follows :

Equity InterestCountry of Held (%)

Name of Associate Incorporation 2003 2002 Principal activities

Wirapadu Sistem Malaysia 50 50 Trading in car spare parts(M) Sdn. Bhd. and accessories


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11. INVENTORIESGroup Company

2003 2002 2003 2002RM RM RM RM

At cost :Raw materials 11,088,443 17,707,929 10,396,810 16,767,631Work-in-progress 333,125 320,091 73,664 183,365Finished goods 7,823,370 7,091,222 7,636,454 7,163,211Trading goods 695,980 766,299 - -

19,940,918 25,885,541 18,106,928 24,114,207

12. TRADE RECEIVABLESGroup Company

2003 2002 2003 2002RM RM RM RM

Trade receivables 4,741,859 8,642,165 3,987,261 7,744,910Provision for doubtful debts (109,377) (110,897) (33,351) (34,871)

4,632,482 8,531,268 3,953,910 7,710,039Due from the associate 4,010,405 7,352,072 4,010,405 7,352,072Due from a subsidiary - - 220,749 267,967

8,642,887 15,883,340 8,185,064 15,330,078

The Group’s normal trade credit term ranges from 30 to 60 days. Other credit terms are assessed and approved ona case-by-case basis.

Included in the other trade receivables is a major customer who contributed to a substantial portion of the Group and theCompany revenue.

13. OTHER RECEIVABLESGroup Company

2003 2002 2003 2002RM RM RM RM

Due from the associate 26,000 8,000 26,000 8,000Sundry deposits and prepayments 672,916 400,736 457,814 385,947Sundry receivables 267,384 1,110,317 221,362 983,392

966,300 1,519,053 705,176 1,377,339

The non-trade amount due from associate is interest free, unsecured and has no fixed terms of repayment.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or groups ofdebtors.


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14. CASH AND BANK BALANCESGroup Company

2003 2002 2003 2002RM RM RM RM

Cash in hand and at banks 12,223,841 6,383,840 10,997,953 5,690,327Fixed deposits with licensed bank 19,050,000 13,050,000 19,025,000 13,025,000

Cash and cash equivalents 31,273,841 19,433,840 30,022,953 18,715,327

Included in the fixed deposits of the Group and the Company are amounts of RM50,000 (2002 : RM50,000) and RM25,000(2002 : RM25,000) respectively which have been pledged to a licensed bank as security for bank guarantee facility grantedto the Group and the Company.

The weighted average effective interest rates of deposits at the balance sheet date were as follows :

Group Company2003 2002 2003 2002

RM RM RM RM

Licensed banks 3.7% 3.7% 3.2% 3.2%Licensed finance company 2.9% 3.1% 2.9% 3.1%

The average maturities of deposits as at the end of the financial year were as follows :

Group Company2003 2002 2003 2002

RM RM RM RM

Licensed banks 30 days 30 days 30 days 30 daysto 365 days to 365 days to 365 days to 180 days

Licensed finance company 30 days 30 days 30 days 30 days


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15. TRADE PAYABLESGroup Company

2003 2002 2003 2002RM RM RM RM

Trade payables 2,103,440 6,316,297 1,820,088 5,713,144Due to a subsidiary - - 721,080 2,059,118

2,103,440 6,316,297 2,541,168 7,772,262

The normal trade credit terms granted to the Group range from 30 to 60 days.

16. OTHER PAYABLESGroup Company

2003 2002 2003 2002RM RM RM RM

Due to a subsidiary - - 5,265 34,652Other payables and accruals 3,631,729 4,728,382 3,377,885 4,431,423

3,631,729 4,728,382 3,383,150 4,466,075

The amount due to a subsidiary is unsecured, interest free and has no fixed terms of repayment.

17. SHARE CAPITALNumber of OrdinaryShares of RM1 Each Amount

2003 2002 2003 2002RM RM

Authorised 50,000,000 50,000,000 50,000,000 50,000,000

Issued and fully paid :At 1 August 43,611,700 39,647,000 43,611,700 39,647,000Issue and paid up during the year :- bonus issue - 3,964,700 - 3,964,700- for cash pursuant to ESOS 61,000 - 61,000 -

At 31 July 43,672,700 43,611,700 43,672,700 43,611,700


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During the financial year, the Company increased its issued and paid-up share capital from RM43,611,700 to RM43,672,700by the issuance of 61,000 ordinary shares of RM1 each at an issued price of RM1.45 per share pursuant to ESOS. All theshares issued during the financial year ranked pari passu in all respects with the existing shares of the Company.

EMPLOYEE SHARE OPTIONS SCHEME (“ESOS”)

The Multi-Code Electronics Industries (M) Berhad ESOS is governed by the by-laws approved by the shareholders at anExtraordinary General Meeting held on 3 December 2001.

The main features of the ESOS are as follows:

(a) The ESOS shall be in force for a period of five years from the date of the receipt of the last of the requisite approvals.

(b) Eligible persons are employees of the Group (including executive directors) who have been confirmed in theemployment of the Group and have served for at least one year before the date of the offer. The eligibility forparticipation in the ESOS shall be at the discretion of the Options Committee appointed by the Board of Directors.

(c) The total number of shares to be issued under the ESOS shall not exceed in aggregate 10% of the issued sharecapital of the Company at any point of time during the tenure of the ESOS.

(d) The option price for each share shall be the average of the mean market quotation of the shares of the Company inthe daily official list issued by the Kuala Lumpur Stock Exchange for the five trading days preceding the date of offer,or the par value of the shares of the Company of RM1, whichever is the higher.

(e) No option shall be granted for less than 1,000 shares to any eligible employee.

(f) An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to theCompany commencing from the date of the offer but before the expiry of five years from the date of the receipt of thelast of the requisite approvals.

(g) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in allrespects with the existing ordinary shares of the Company other than as may be specified in a resolution approvingthe distribution of dividends prior to their exercise dates.

(h) The persons to whom the options have been granted have no right to participate by virtue of the options in any shareissue of any other company.

Information with respect to the number of options granted under the ESOS is as follows :

Number of Share Options2003 2002

At 1 August - -Granted 3,738,000 -Exercised (61,000) -Lapsed (150,000) -

At 31 July 3,527,000 -


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Details of share options granted during the financial year :

Exercise Period Exercise Price Number of Share OptionsRM 2003 2002

21/03/2003 - 10/03/2007 1.45 3,738,000 -

Details of share options exercised during the year and the fair value at the exercise date of shares issued are as follows :

Fair ValuesConsideration of Shares

Exercise Date Exercise Price Received Number of Share Options IssuedRM RM 2003 2002 RM

13 June 2003 1.45 8,700 6,000 - 1.781 July 2003 1.45 13,050 9,000 - 1.738 July 2003 1.45 24,650 17,000 - 1.8711 July 2003 1.45 33,350 23,000 - 1.9315 July 2003 1.45 8,700 6,000 - 2.05

88,450 61,000 -

The terms of share options outstanding as at the end of the year are as follows :

Number of ShareOptions Outstanding

Exercise Period Exercise Price 2003 2002RM

21/03/2003 - 10/03/2007 1.45 3,527,000 -

18. DEFERRED TAXATIONGroup and Company

2003 2002RM RM

At 1 August 1,314,863 210,726Recognised in the income statement (Note 6) 48,367 942,000Recognised in equity (Note 19) 38,903 162,137

At 31 July 1,402,133 1,314,863

Presented after appropriate offsetting as follows :

Deferred tax assets - -Deferred tax liabilities 1,402,133 1,314,863

1,402,133 1,314,863


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The components and movements of deferred tax liabilities during the financial year prior to offsetting are as follows :

RevaluationAccelerated of freehold

capital land andallowances buildings Others Total

Group and Company RM RM RM RM

At 1 August 2002 942,000 372,863 - 1,314,863Recognised in the income statement 45,431 - 2,936 48,367Charged to equity - 38,903 - 38,903

At 31 July 2003 987,431 411,766 2,936 1,402,133

19. REVALUATION RESERVEGroup and Company

2003 2002RM RM

Revaluation reserve :Freehold land and buildings 941,286 868,160

The movement in revaluation reserve was as follows :


RM RM

Balance at 1 August 868,160 1,227,959Revaluation increase/(decrease) 112,029 (197,662)Charged to deferred taxation (Note 18) (38,903) (162,137)

Balance at 31 July 941,286 868,160

20. DIVIDENDAmount Dividend per share

2003 2002 2003 2002RM RM Sen Sen

Ordinary final dividend - 10%* (2002 : 10%) tax exempt 4,361,170 3,964,700 10 10

* Dividends declared and proposed in year 2003 in respect of the financial year ended 31 July 2002 as reported in thedirectors’ report of that year.

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 July 2003 of 10% taxexempt on 43,672,700 ordinary shares amounting to a total dividend payable of RM4,367,270 (10 sen net per share) willbe proposed for shareholders’ approval. The financial statements for the current year do not reflect this proposed dividend.Such dividend, if approved by the shareholders, will be accounted for in shareholders’ equity as an appropriation ofretained profits in the financial year ending 31 July 2004.


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21. CHANGES IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS

(a) Changes in Accounting Policies

During the financial year, the Company applied two new MASB Standards, which became effective from 1 August2002, and accordingly modified certain accounting policies. The changes in accounting policies which resulted inprior year adjustments is MASB 25 Income Taxes. The adoption of MASB 29 has not given rise to any adjustmentsto the amount involved and effect on the financial statements is immaterial.

Under MASB 25, deferred tax liabilities are recognised for all taxable temporary differences. Previously, deferred taxliabilities were provided for on account of timing differences only to the extent that a tax liability was expected tomaterialise in the foreseeable future. In addition, the Company has commenced recognition of deferred tax assetsfor all deductible temporary differences, when it is probable that sufficient taxable profit will be available againstwhich the deductible temporary differences can be utilised. Previously, deferred tax assets were not recognisedunless there was reasonable expectation of their realisation.

(b) Prior Year Adjustments

The changes in accounting policy have been applied restrospectively and comparatives have been restated. Theeffects of changes in accounting policies are as follows :


RM RMEffects on revaluation reserve :At 1 August, as previously stated 1,241,023 1,438,685Effects of adopting MASB 25 (372,863) (210,726)

At 1 August, as restated 868,160 1,227,959

Comparatives amounts as at 31 July 2002 have been restated as follows :

PreviouslyGroup and Company Stated Adjustments Restated

RM RM RM

Revaluation reserve 1,241,023 (372,863) 868,160Deferred tax liability 942,000 372,863 1,314,863


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22. SIGNIFICANT RELATED PARTY TRANSACTIONS

Significant related company transactions undertaken by the Company during the financial year were as follow :

Company2003 2002

RM RMSales of goods to a subsidiary,

Beaucar Accessories (M) Sdn. Bhd. 2,809,759 3,504,031Purchases of materials from a subsidiary,

Plasmet Industries (M) Sdn. Bhd. 4,791,149 7,957,652Rental income from a subsidiary,

Plasmet Industries (M) Sdn. Bhd. 136,776 136,776

Significant transactions with other related parties undertaken by the Company during the financial year were as follows :

Group Company2003 2002 2003 2002

RM RM RM RM

Sales of goods to the associate - - 16,224,541 23,844,581Management fee received from the

associate - - - 24,000Other income received from the

associate - - 24,000 -Sales of goods to Eng Siang

International Pte. Ltd., a companyin which a director, namelyGoh Chai Siong has interest 6,940 17,600 6,940 17,600

Motor vehicle purchased fromRegensi Motor Sdn. Bhd.,a company in which a director,namely Dato’ Hj Sulaiman Bin Ahmadhas interest - 93,120 - 93,120

Professional fee paid toNora S.W. Lam & Associates,a professional legal firm in whicha director, namely Nora Lam SiewWan is the Managing Partner 53,100 26,040 53,100 26,040

The directors of the Company are of the opinion that the above transactions have been entered into in the normal courseof business and have been established on terms and conditions that are not materially different from that obtainable intransactions with unrelated parties.


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23. COMMITMENTSGroup Company

2003 2002 2003 2002RM RM RM RM

Capital expenditure :Approved and contracted for 118,340 228,344 118,340 181,879

24. SIGNIFICANT EVENT

During the financial year, the Company’s proposal of a private placement (“PPP”) of 500,000 new ordinary shares ofRM1.00 each representing approximately 1.15% of the issued and paid up share capital of the Company had beenapproved by the Ministry of International Trade and Industry on 21 January 2003 and the Securities Commission (SC) on6 March 2003.

The SC had further approved the PPP on 25 July 2003 to be regulated under the SC’s revised Policies and Guidelines onIssue/Offer of Securities which come into effect on 1 May 2003 and also approved the extension of time until 6 March 2004to complete the PPP via its letter dated 5 September 2003.

25. SUBSEQUENT EVENT

Subsequent to the financial year, the Company increased its issued and paid-up share capital from RM43,672,700 toRM43,702,700 by the issuance of 30,000 ordinary shares of RM1 each at an issued price of RM1.45 per share pursuant toESOS. All the shares issued ranked pari passu in all respects with the existing shares of the Company.

26. FINANCIAL INSTRUMENTS

(a) Financial Risk Management Objectives and PoliciesThe Group’s financial risk management policy seeks to ensure that adequate financial resources are available for thedevelopment of the Group’s businesses whilst managing its interest rate, liquidity and credit risks. The Group’spolicy is not to engage in speculative transactions.

(b) Foreign Exchange RiskThe Group is exposured to various currencies, mainly United States Dollar, Singapore Dollar, Taiwan New Dollar andJapanese Yen. Foreign currency denominated assets and liabilities together with the expected cash flows fromhighly probable purchases and sales given rise to foreign exposures.

(c) Liquidity RiskThe Group actively manages its debt maturity profile, operating cash flows and the availability of funding so as toensure that all repayment and funding needs are met. As part of its overall prudent liquidity management, the Groupmaintains sufficient levels of cash to meet its working capital requirements.

(d) Credit RiskCredit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits andmonitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s associations tobusiness partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Groupmanagement reporting procedures.

(e) Fair ValuesThe carrying value of current financial assets and current financial liabilities of the Group approximate their valuesdue to their short term maturity.


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27. COMPARATIVES

The presentation and classification of items in the current year financial statements have been consistent with the previousfinancial year except that certain comparative amounts have been adjusted as a result of changes in accounting policies asdisclosed in Note 2(a) and Note 21.

28. SEGMENT INFORMATION

No segment reporting is prepared as the Group’s activities are carried out entirely in Malaysia and the Group’s operationsare in the trading and manufacturing of automotive parts.


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LIST OF PROPERTIES

Location Tenure Description Area in Existing Registered Net Book Date of last(approximate Square Use Owner Value as at revaluationage of building) metres 31.07.2003

(RM)

No 6, Jalan Waja 7, Freehold 1 1/2 -storey 1,280 Rented Multi-Code 1,787,200 30 July,2002Kawasan Perindustrian (11 years) semi-detached ElectronicsPandan, factories Industries81100 Johor Bahru, (M) BerhadJohor Darul Takzim

No 8, Jalan Waja 7, Freehold 1 1/2 -storey 1,280 Rented Multi-Code 1,787,200 30 July, 2002Kawasan Perindustrian (11 years) semi-detacted ElectronicsPandan, factories Industries81100Johor Bahru, (M) BerhadJohor Darul Takzim

HS(D)240365 to 240370 Freehold 6 continuos 893 Vacant Multi-Code 2,299,100 30 July, 2002PTD34424 to 34429 (6 years) units of 3- ElectronicsMukim of Tebrau, storey shop/ IndustriesDistrict of Johor Bahru, office (M) BerhadState of Johor

No 24, Lebuh Pulau Pinang Freehold 4 1/2 storey 240 Vacant Multi-Code 1,786,100 30 July, 2002Pusat Perniagaan NBC, (7 years) shop/office ElectronicsBatu 1 1/2 , Jalan Meru, Industries41050 Klang, (M) BerhadSelangor Darul Ehsan

No 2, Jalan Waja 7, Freehold 2-storey 1,281 Factory Multi-Code 2,326,200 30 July, 2002Kawasan Perindustrian (9 years) semi- ElectronicsPandan, detached Industries81100 Johor Bahru, factories (M) BerhadJohor Darul Takzim

No 4, Jalan Waja 7, Freehold 2-storey 1,280 Factory Multi-Code 2,179,200 30 July, 2002Kawasan Perindustrian (9 years) semi- ElectronicsPandan, detached Industries81100 Johor Bahru, factories (M) BerhadJohor Darul Takzim

No. 10, Jalan Permatang, Freehold 1 1/2 storey 641 Vacant Multi-Code 447,240 30 July, 2002Taman Desa Jaya, (11 years) semi-detached Electronics81100 Johor Bahru, workshop IndustriesJohor Darul Takzim (M) Berhad

No 12, Jalan Permatang, Freehold 1 1/2 storey 641 Rented Multi-Code 447,240 30 July, 2002Taman Desa Jaya, (11 years) semi- Electronics81100 Johor Bahru, detached IndustriesJohor Darul Takzim workshop (M) Berhad


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LIST OF PROPERTIES

Location Tenure Description Area in Existing Registered Net Book Date of last(approximate Square Use Owner Value as at revaluationage of building) metres 31.07.2003

(RM)

No 6, Jalan Permatang 17, Freehold 1 1/2 -storey 641 Rented Multi-Code 447,240 30 July,2002Taman Desa Jaya, (11 years) semi-detached Electronics81100 Johor Bahru, workshop IndustriesJohor Darul Takzim (M) Berhad

No 8, Jalan Permatang 17, Freehold 1 1/2 -storey 641 Rented Multi-Code 447,240 30 July, 2002Taman Desa Jaya, (11 years) semi-detacted Electronics81100 Johor Bahru, workshop IndustriesJohor Darul Takzim (M) Berhad

No 33, Jalan Permatang 21, Freehold 2-storey 143 Hostel Multi-Code 188,700 30 July, 2002Taman Desa Jaya, (11 years) terrace Electronics81100 Johor Bahru, house IndustriesJohor Darul Takzim (M) Berhad

No 15, Jalan Kakak Tua, Freehold Single-storey 186 Hostel Multi-Code 179,200 30 July, 2002Taman Eng Ann, (36 years) terrace house Electronics41150 Klang, IndustriesSelangor Darul Ehsan (M) Berhad

Off Sungai Rasah, Freehold 3 continuous 453 Office & Multi-Code 933,200 30 July, 200241150 Klang, (12 years) units of 2- Warehouse ElectronicsSelangor Darul Ehsan storey with IndustriesHS(M)No 2845 to 2847 mazzanine (M) BerhadPT No 494 to 496 workshop(Lots 13282 to 13284) terrace light

industrialbuildings

No 7, Jalan Waja 8, Freehold 1 1/2 storey 1,366 Factory Multi-Code 2,011,389 28 January, 2003Kawasan Perindustrian (11 years) semi-detached ElectronicsPandan, factories Industries81100 Johor Bahru, (M) BerhadJohor Darul Takzim

No 9, Jalan Waja 8, Freehold 1 1/2 storey 1,392 Vacant Multi-Code 1,793,790 28 January, 2003Kawasan Perindustrian (11 years) factories ElectronicsPandan, building Industries81100 Johor Bahru, (M) BerhadJohor Darul Takzim

No 92 & 92A, Freehold 2-storey 156 Rented Beaucar 607,800 30 July, 2002Jalan Meranti, (20 years) shophouse AccessoriesTaman Melodies, (M) Sdn Bhd80250 Johor Bahru,Johor Darul Takzim


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ANALYSIS OF SHAREHOLDINGS

AS AT 6 NOVEMBER 2003

AUTHORISED SHARE CAPITAL : RM50,000,000ISSUED AND PAID-UP CAPITAL : RM43,702,700CLASS OF SHARES : ORDINARY SHARE OF RM1.00 EACHVOTING RIGHTS : ONE VOTE PER ORDINARY SHARE

DISTRIBUTION OF SHAREHOLDINGS

Number Number of Percentage ofShareholders Shares Issued Capital

1 - 99 3 110 0.00100 - 1000 244 177,800 0.411,001 - 10,000 1,784 3,503,400 8.0110,001 - 100,000 89 2,166,790 4.96100,001 - 2,185,134 (*) 9 3,391,018 7.762,185,135 and above (**) 8 34,463,582 78.86

2,137 43,702,700 100

REMARK : * Less than 5% of issued shares** 5% and above of issued shares

SUBSTANTIAL SHAREHOLDERS

AS AT 6 NOVEMBER 2003No. of Shares

Direct % Deemed %Interest

Goh Tong Huat 12,021,520 27.51 502,118* 1.15Amanah Raya Nominees (Tempatan) Sdn BhdSkim Amanah Saham Bumiputera 6,600,000 15.10 - -Chang Choon Cheng @ Chang Chu Chen 6,004,240 13.74 2,388,586# 5.47Goh Chai Siong 3,526,836 8.07 - -Dato’Hj Sulaiman Bin Ahmad - - 2,415,600> 5.53Regensi Motor Sdn Bhd 2,415,600 5.53 - -Estate of Ong See Chuan @ Goh See Chuan 2,388,586 5.47 - -

* Indirect interest through shares held by his spouse.# Deemed interest by virtue of being the executrix of the estate of Ong See Chuan @ Goh See Chuan.> Deemed interest by virtue of his shareholdings in Regensi Motor Sdn. Bhd.


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DIRECTORS’ SHAREHOLDINGS

AS AT 6 NOVEMBER 2003No. of Shares

Direct % Deemed %Interest

Dato’ Hj Sulaiman Bin Ahmad - - 2,415,600> 5.53Goh Tong Huat 12,021,520 27.51 502,118* 1.15Goh Chai Siong 3,526,836 8.07 - -Goh Kar Chun - - - -Nora Lam Siew Wan - - - -Mohd Nadzir Mahmud - - - -Huang Yan Teo - - - -Chai Lai Koon - - - -Dato’ Bahari Bin Haron - - - -

> Deemed interest by virtue of his shareholdings in Regensi Motor Sdn. Bhd.* Indirect interest through shares held by his spouse.


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AS AT 6 NOVEMBER 2003

No. Name No. of shares %1. GOH TONG HUAT 6,689,643 15.312. AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD

SKIM AMANAH SAHAM BUMIPUTERAPERMODALAN NASIONAL BERHAD 6,600,000 15.10

3. CHANG CHOON CHENG @ CHANG CHU CHEN 4,354,240 9.964. AMFINANCE BERHAD

PLEDGED SECURITIES ACCOUNT FORREGENSI MOTOR SDN BHD (SMART) 2,415,600 5.53

5. KENANGA NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR GOH TONG HUAT 2,411,200 5.52

6. GOH CHAI SIONG 1,910,597 4.377. GOH TONG HUAT 1,808,830 4.148. MAYFIN NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FORCHANG CHOON CHENG & CHANG CHU CHEN (KLG) 1,650,000 3.78

9. GOH CHAI SIONG 1,616,239 3.7010. PERMODALAN NASIONAL BERHAD 1,320,000 3.0211. MAYFIN NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FORONG SEE CHUAN @ GOH SEE CHUAN (KLG) 1,301,300 2.98

12. AMMB NOMINEES (TEMPATAN) SDN BHDAMFINANCE BERHAD FOR GOH TONG HUAT (6/96-5) 1,111,847 * 2.54

13. AMMB NOMINEES (TEMPATAN) SDN BHDAMFINANCE BHD FOR ONG SEE CHUAN @ GOH SEE CHUAN (6/98-1) 1,087,286 ** 2.49

14. KENANGA NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR LEE PUAY HENG 887,900 2.03

15. LEE SIEW KIAT 502,118 1.1516. LEE SIEW HONG 430,100 0.9817. AMFINANCE BERHAD

PLEDGED SECURITIES ACCOUNT FOR YEE ENG KING (SMART) 347,500 0.8018. YAP CHENG CHON 289,900 0.6619. CHENG, PAO-YUAN 281,600 0.6420. NG GEK HOON 145,200 0.3321. TAN JIN TUAN 143,700 0.3322. AMFINANCE BERHAD

PLEDGED SECURITIES ACCOUNT FORMOHD ARIFF BIN MOHD NOOR (SMART) 134,200 0.31

23. TASEC NOMINEES (ASING) SDN BHDMEESPIERSON ASIA LIMITED FOR SAVERN FINANCE LIMITED 132,000 0.30

24. HA KEE YUEH 100,000 0.2325. TEO WEE WAH 87,500 0.2026. SOUTHERN NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FOR LEE JOO HOCK 80,000 0.1827. TANG WENG HENG 74,700 0.17


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No. Name No. of shares %28. KENANGA NOMINEES (TEMPATAN) SDN BHD

PLEDGED SECURITIES ACCOUNT FORWAN ABDUL RAHMAN BIN WAN ABU SAMAH (RC) 66,000 0.15

29. CITICORP NOMINEES (TEMPATAN) SDN BHDPLEDGED SECURITIES ACCOUNT FOR BARRY LEE (473001) 60,000 0.14

30. AMFINANCE BERHADPLEDGED SECURITIES ACCOUNT FOR WONG SHEE MENG (SMART) 58,300 0.13

38,097,500 87.17

* The 1,111,847 shares are under dispute by Goh Tong Huat in respect of the unauthorized deposit of shares in theMalaysian Central Depository Sdn Bhd (MCD) by AMMB Nominees (Tempatan) Sdn Bhd and AmFinance Berhad.

** The 1,087,286 shares are under dispute by the estate of Ong See Chuan @ Goh See Chuan in respect of theunauthorized deposit of shares in the MCD by AMMB Nominees (Tempatan) Sdn Bhd and AmFinance Berhad.


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FORM OF PROXY

I/We (Name)of (Address)a member / members of the abovenamed Company, hereby appoint Mr / Ms

(Name)of (Address)or failing him / her, (Name)of (Address)as *my / our proxy to vote for *me / us and on *my / our behalf at Thirteenth Annual General Meeting of the Company to be heldon Monday, 29 December 2003 at the Ponderosa Golf & Country Club, 10-C, Jalan Bumi Hijau Tiga, Taman Molek, 81100 JohorBahru, Johor Darul Ta’zim on at 10.30 a.m. and, at every adjournment thereof for / against the resolutions to be proposedthereat.

My/Our Proxy is to vote as indicated below:

(Please indicate with an “X” in the space provided how you wish the vote to be cast. If you do not do so, the proxy will vote orabstain from voting at his discretion).

Signature of shareholder(s)

Signed this day of 2003

Notes :(a) A member of the Company entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote instead of him. A proxy need not be a member of the Company and a

member may appoint any person to be his proxy without limitation and the provisions of Section 149(1)(a) and (b) of the Companies Act, 1965 shall not apply to the Company. The instrumentappointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation, under its Common Seal or the hand of itsattorney.

(b) 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.(c) The Proxy Form must be deposited with the Secretary at the Registered Office of the Company at Suite 5.3A, Level 5, Menara Pelangi, No. 2, Jalan Kuning, Taman Pelangi, 80400 Johor

Bahru, Johor, Malaysia not less than 48 hours before the time set for the meeting or any adjourment thereof.

No. of Share Held

To receive and adopt the Audited Financial Statements for the year ended 31 July, 2003 andthe Reports of the Directors and the Auditors thereon.

To declare a Final dividend of 10% (tax exempt) for the year ended 31 July, 2003

To approve the payment of Directors’ fee of RM373,000.00 for the year ended 31 July, 2003

To re-elect the following Directors who are retiring under Article 76 of the Articles ofAssociation of the Company :-

DATO’ HAJI SULAIMAN

GOH TONG HUAT

GOH CHAI SIONG

To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise thedirectors to fix their remuneration.

To consider and if thought fit, to pass the following resolution as an Ordinary Resolution :Authority to Issue SharesTHAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are herebyauthorised to issue shares in the Company at any time until the conclusion of the next AnnualGeneral Meeting and upon such terms and conditions and for such purposes as the Directorsmay in their absolute discretion deem fit provided that the aggregate number of shares to beissued does not exceed 10 per cent of the issued share capital of the Company for the timebeing, subject always to the approval of all the relevant regulatory bodies being obtained forsuch allotment and issue.

1.

2.

3.

4.

5.

6.

7.

8.

No. Resolutions For Against

Documents

Multico-AnnualReport 2003 (190KB).pdf