PRINCIPAL ACTIVITIES - Tasek Corporation Berhad · has a substantial financial interest except for Tan Sri Quek Leng Chan, ... Dato’ Loh Cheng Yean and Tan Kah Ho, who may be deemed

30 TASEK CORPORATION BERHAD (4698 - W)

DIRECTORS’ REPORT AND STATEMENT

for the year ended 30 June 2002

The Directors have pleasure in submitting their report, statement and the audited financial statements of theGroup and of the Company for the year ended 30 June 2002.

PRINCIPAL ACTIVITIES

The principal activities of the Company consist of the manufacture and sale of cement and related products.There have been no significant changes in the nature of these activities during the year.

The principal activities of the subsidiaries are disclosed in Note 3.

RESULTSGROUP COMPANY RM’000 RM’000

Net profit for the year 31,366 25,250

DIVIDENDS

Dividends paid or declared by the Company since the end of the previous financial year are as follows:-

RM’000In respect of the year ended 30 June 2001 as proposed in thedirectors’ report for that year:-Preference dividend of 6 sen less tax at 28% 22Final dividend of 7 sen less tax at 28% on Participating Preference Shares 25Final dividend of 7 sen less tax at 28% on Ordinary Shares 9,197

In respect of the year ended 30 June 2002 as declared during the year:-Interim dividend of 3 sen less tax at 28% on Participating Preference Shares 11Interim dividend of 3 sen less tax at 28% on Ordinary Shares 3,941

The Directors have recommended the payment of a final dividend of 7 sen less tax at 28% on the participatingpreference shares and on ordinary shares and a further 6 sen less tax at 28% on the preference shares asfollows:-

RM’000Preference dividend of 6 sen less tax at 28% 22Final dividend of 7 sen less tax at 28% on Participating Preference Shares 25Final dividend of 7 sen less tax at 28% on Ordinary Shares 9,197

RESERVES AND PROVISIONS

All material transfers to or from reserves or provisions during the year are shown in the notes to the financialstatements.

31TASEK CORPORATION BERHAD (4698 - W)

DIRECTORS

Directors who served since the date of the last report are:-

Tan Sri Quek Leng ChanDavid Tan Sek YinLim Eng KhoonTan Eng SimKwek Leng PeckTan Saik HockDato’ Loh Cheng YeanDatuk Dr. Hussein AwangDato’ Shamsul Bahari bin Salleh KhirTan Kah HoRaja Dato’ Seri Abdul Aziz bin Raja SalimWrixon Frank Gasteen (appointed w.e.f. 13.12.2001)Kwek Leng Beng (resigned w.e.f. 5.11.2001)Dato’ Tan Eng Soon (resigned w.e.f. 22.7.2002)Hideo Iwasaki (resigned w.e.f. 22.7.2002)Kenichi Miura (alternate to Hideo Iwasaki) (ceased w.e.f. 22.7.2002)Dato’ Yeoh Kean Hin (deceased on 20.4.2002)

The particulars of the Directors’ shareholdings in the Company as shown in the Register of Directors’Shareholdings are as follows:-

NUMBER OF ORDINARY SHARES OF RM1 EACHAt 1.7.2001 Acquired Disposed At 30.6.2002

Tan Sri Quek Leng Chan 347,752 - - 347,752David Tan Sek Yin 382,338 - - 382,338Dato’ Tan Eng Soon 866,772 - - 866,772Tan Eng Sim 16,000 - - 16,000Tan Saik Hock 785,317 - - 785,317Datuk Dr Hussein Awang 41,667 - (41,667) -Dato’ Shamsul Bahari bin Salleh Khir 1,113,333 - - 1,113,333

NUMBER OF OPTIONS OVER ORDINARY SHARES OF RM1 EACHOption Balance at Balance atPrice 1.7.2001 Granted Exercised 30.6.2002RM

Lim Eng Khoon 2.00 400,000 - - 400,0002.42 - 25,000 - 25,000

David Tan Sek Yin 2.00 400,000 - - 400,0002.42 - 25,000 - 25,000




Shareholdings in the Company in which the Directors are deemed to have an interest are as follows:-

NUMBER OF ORDINARY SHARES OF RM1 EACHAt 1.7.2001 Acquired Disposed At 30.6.2002

Tan Sri Quek Leng Chan 4,599,000 - - 4,599,000David Tan Sek Yin 1,440,012 - - 1,440,012Dato’ Tan Eng Soon 1,440,012 - - 1,440,012Tan Eng Sim 1,434,311 - - 1,434,311

Other than as disclosed above, none of the other Directors who held office at the end of the financial year hadany interest in the ordinary shares of the Company or its related corporations during the financial year.

In accordance with the Articles of Association, Tan Sri Quek Leng Chan, Tan Eng Sim, Datuk Dr. HusseinAwang and Dato’ Shamsul Bahari bin Salleh Khir retire by rotation from the Board at the Annual GeneralMeeting and being eligible, offer themselves for re-election.

In accordance with the Articles of Association, Wrixon Frank Gasteen who was appointed during the year,retires from the Board at the Annual General Meeting and being eligible, offers himself for re-election.

No Director of the Company has since the end of the previous financial year received or become entitled toreceive a benefit (other than a benefit included in the aggregate amount of emoluments received or due andreceivable by the Directors as shown in the financial statements or the fixed salary of a full-time employee ofthe Company or of a related corporation) by reason of a contract made by the Company or a related corporationwith the Director or with a firm of which the Director is a member, or with a company in which the Directorhas a substantial financial interest except for Tan Sri Quek Leng Chan, David Tan Sek Yin, Dato’ Tan Eng Soon,Tan Eng Sim, Dato’ Loh Cheng Yean and Tan Kah Ho, who may be deemed to derive a benefit by virtue ofthose transactions, contracts and agreements for the acquisitions and/or disposal of stocks-in-trade and products;and/or the provisions of services including but not limited to management and consultancy services; and/or theprovision of distributorship agreements and the conduct of normal trading, insurance, stockbroking and/orother businesses between the Company and its related corporations or companies in which Tan Sri Quek LengChan, David Tan Sek Yin, Dato’ Tan Eng Soon, Tan Eng Sim, Dato’ Loh Cheng Yean and Tan Kah Ho aredeemed to have interest.

Neither during nor at the end of the financial year was the Company a party to any arrangement whose objectwas to enable the Directors to acquire benefits through the acquisition of shares in the Company or any otherbody corporate, apart from the issue of ESOS.

ISSUE OF SHARES

During the financial year, the Company issued 8,000 ordinary shares of RM1.00 each arising from the subscriptionof 8,000 ordinary shares of RM1.00 each under the Executive Share Option Scheme (“ESOS”) at the exerciseprice of RM2.00 per share.

OPTIONS GRANTED OVER UNISSUED SHARES

No options were granted to any person to take up unissued shares of the Company during the year apart fromthe issue of options pursuant to the ESOS.






At an Extraordinary General Meeting held on 9 February 2001, the Company’s shareholders approved theestablishment of an ESOS of not more than 10% of the issued and paid-up ordinary share capital of theCompany or 18,248,000 new ordinary shares to eligible Directors and executives of the Group.

The option offered to take up unissued ordinary shares of RM1 each and the option price are as follows:-

NUMBER OF OPTIONS OVER ORDINARY SHARES OF RM1 EACHOption Balance at Balance at

Date of offer Price 1.7.2001 Granted Lapsed Exercised 30.6.2002RM

8.3.2001 2.00 2,635,000 - (200,000) (8,000) 2,427,00015.5.2002 2.42 - 289,000 - - 289,000

The external auditors have verified the allocation of options granted during the financial year.

The salient features of the scheme are as follows:-

(a) the maximum number of shares to be offered under the ESOS shall not exceed 10% of the issued andpaid-up ordinary share capital of the Company;

(b) to be eligible for participation in the scheme, a person must satisfy the following conditions:-

(i) be of at least eighteen years of age;

(ii) be an executive who has served the Group for a period of at least one year and has been confirmed inservice on the date of offer; and

(iii) be employed within the categories of Eligible Executive as outlined in Bye-Law 5.

(c) a grantee may, in any year, exercise up to 20% only of the number of shares originally comprised in anoption;

(d) an Executive Director of the Company shall only be eligible for the ESOS if he is holding a full timeexecutive position and the specific allotment to be made to the Executive Director has been approved bythe Company in general meeting;

(e) the option price shall be the weighted average market price of the ordinary shares for the five market daysimmediately preceding the date of offer, subject to a discount (of not more than ten percent) which theCompany may at its discretion decide to give or the par value of the ordinary shares, whichever is thehigher;

(f) the options granted may be exercised at anytime within a period of five years from the date of offer of theoption or an extension for a further period of five years upon obtaining approvals from all relevant parties;

(g) the options granted may be exercised in full or such lesser number of ordinary shares provided that thenumber shall not be less than one thousand and in multiples of one thousand ordinary shares; and

(h) The option cannot be assigned, transferred, encumbered or otherwise disposed of in any manner whatsoever,save as provided in Bye-Law 17.5.




The persons to whom the options have been granted have no right to participate by virtue of the options in anyshare issue of any other company.

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

USE OF INFORMATION TECHNOLOGY

All departments within the Company’s factory are connected to a local area network, thereby having access toseveral computing resources. Certain parts of the manufacturing process, such as Kiln control and qualitycontrol systems in the plant, are computerised.

OTHER STATUTORY INFORMATION

(a) Before the financial statements of the Group and of the Company were made out, the Directors tookreasonable steps:-

(i) to ascertain the action taken in relation to the making of provision for doubtful debts and havesatisfied themselves that adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their book values in the ordinarycourse of business have been written down to their estimated realisable values.

(b) At the date of this report, the Directors are not aware of any circumstances which would render the amountswritten off or provided for bad and doubtful debts in the Group and in the Company inadequate to anymaterial extent or the values attributed to current assets misleading.

At the date of this report, no circumstances have arisen which render adherence to the existing method ofvaluation of assets or liabilities of the Group and of the Company misleading or inappropriate.

No charges have arisen since the end of the financial year on the assets of the Group and of the Companywhich secure the liability of any other person nor have any contingent liabilities arisen in the Group andof the Company since the end of the financial year.

No contingent or other liability of the Group and of the Company has become enforceable or is likely tobecome enforceable within the period of twelve months after the end of the financial year which, in theopinion of the Directors, will or may affect the ability of the Group and of the Company to meet theirobligations when they fall due.

At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with intheir report or the financial statements which would render any amount stated in the financial statementsmisleading.




In the opinion of the Directors:-

(i) the results of the operations of the Group and of the Company for the financial year ended 30 June 2002have not been substantially affected by any item, transaction or event of a material and unusual nature norhas any such item, transaction or event occurred in the interval between the end of that financial year andthe date of this report, and

(ii) the financial statements set out on pages 38 to 62, are drawn up in accordance with applicable approvedaccounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group andof the Company at 30 June 2002 and of the results of their operations and cash flows for the year endedon that date.

AUDITORS

The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment.

Signed in accordance with a resolution of the Board of Directors:

DAVID TAN SEK YINDIRECTOR

LIM ENG KHOONDIRECTOR

26 August 2002


STATUTORY DECLARATION

I, TAN CHEONG SENG, the officer primarily responsible for the financial management of Tasek CorporationBerhad, do solemnly and sincerely declare that the financial statements set out on pages 38 to 62 are, to thebest of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the sameto be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the ))

abovenamed TAN CHEONG SENG at ))

Ipoh in the State of Perak Darul Ridzuan ))

on 26 August 2002 ))

BEFORE ME:

DATO’ SYED AZMAN SYED MOHAMEDCommissioner for OathsIpoh, Perak Darul Ridzuan

pursuant to section 169(16) of the companies act, 1965


REPORT OF THE AUDITORS TO THE MEMBERS

We have audited the financial statements set out on pages 38 to 62. The preparation of the financial statementsis the responsibility of the Company’s directors. Our responsibility is to express an opinion on the financialstatements based on our audit.

We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standardsrequire that we plan and perform the audit to obtain all the information and explanations which we considernecessary to provide us with evidence to give reasonable assurance that the financial statements are free ofmaterial misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts anddisclosures in the financial statements. An audit also includes an assessment of the accounting principles usedand significant estimates made by the directors as well as evaluating the overall adequacy of the presentation ofinformation in the financial statements. We believe our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act,1965 and applicable approved accounting standards in Malaysia so as to give a true and fair view of:

(i) the state of affairs of the Group and of the Company at 30 June 2002 and the results of their operationsand cash flows for the year ended on that date; and

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

and

(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by theCompany and the subsidiaries of which we have acted as auditors have been properly kept in accordancewith the provisions of the said Act.

The subsidiaries in respect of which we have not acted as auditors are identified in Note 3 to the financialstatements and we have considered their financial statements thereon.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’sfinancial statements are in form and content appropriate and proper for the purposes of the preparation of theconsolidated financial statements and we have received satisfactory information and explanations required byus for those purposes.

The audit reports on the financial statements of the subsidiaries were not subject to any qualification and didnot include any comment under sub-section (3) of Section 174 of the Act.

KPMGFirm Number: AF-0758Chartered Accountants

PETER HO KOK WAIPartnerApproval Number: 1745/12/03 (J)

IPOH

26 August 2002


GROUP COMPANYNote 2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000PROPERTY, PLANT AND

EQUIPMENT 2 502,016 528,509 487,986 514,805SUBSIDIARY COMPANIES 3 - - 16,600 16,600ASSOCIATED COMPANIES 4 74,079 69,056 26,117 27,317INVESTMENTS 5 14,999 18,086 12,596 15,683DEVELOPMENT EXPENDITURE 6 91 80 - -CURRENT ASSETS

Inventories 7 37,563 31,764 37,552 31,764Trade receivables 8 21,951 15,375 21,951 15,375Other receivables, deposits

and prepayments 2,317 1,787 2,098 1,787Tax recoverable 3,371 1,786 3,371 1,786Amounts due from subsidiary

companies 9 - - 8,469 7,981Amounts due from associated

companies 10 1,209 835 1,209 835Short term deposits with

licensed banks 3,750 4,545 3,750 4,545Cash and bank balances 3,692 8,144 3,640 8,144

73,853 64,236 82,040 72,217Less:CURRENT LIABILITIES

Trade payables 8,232 9,862 8,232 9,862Other payables and accruals 21,721 34,298 21,537 34,298Bank borrowings (unsecured) 11 18,168 22,912 18,168 22,912

48,121 67,072 47,937 67,072NET CURRENT ASSETS/ (LIABILITIES) 25,732 (2,836) 34,103 5,145

616,917 612,895 577,402 579,550

Financed by:SHARE CAPITAL 12 182,988 182,980 182,988 182,980RESERVES 13 412,409 394,231 372,948 360,886

SHAREHOLDERS’ FUNDS 595,397 577,211 555,936 543,866BANK BORROWINGS (UNSECURED) 11 10,252 24,420 10,252 24,420RETIREMENT BENEFITS 14 11,214 11,264 11,214 11,264DEFERRED TAXATION 15 54 - - -

616,917 612,895 577,402 579,550

The financial statements were approved and authorised for issue by the Board of Directors on 26 August 2002.

BALANCE SHEETS

as at 30 June 2002

The notes set out on pages 42 to 62 form an integral part of, and should be read in conjunction with, thesefinancial statements.


INCOME STATEMENTS



RM’000 RM’000 RM’000 RM’000REVENUE 16 233,565 206,670 233,565 206,670Cost of sales (151,918) (134,827) (151,918) (134,827)

GROSS PROFIT 81,647 71,843 81,647 71,843Selling and distribution costs (47,002) (38,708) (47,002) (38,708)Administrative expenses (11,221) (14,511) (11,177) (14,469)Other operating income 4,032 4,099 4,042 4,092

OPERATING PROFIT 17 27,456 22,723 27,510 22,758Finance costs 18 (1,883) (361) (1,883) (361)Interest income 77 148 77 148Share of profit of associated

companies 9,310 10,212 - -

PROFIT BEFORE TAXATIONAND EXCEPTIONAL ITEM 34,960 32,722 25,704 22,545

Exceptional item 19 - (1,101) - 7,232

PROFIT BEFORE TAXATIONAND AFTER EXCEPTIONALITEM 34,960 31,621 25,704 29,777

Tax expense 20 (3,594) 1,809 (454) 3,781

NET PROFIT FOR THE YEAR 31,366 33,430 25,250 33,558

EARNINGS PER SHARE (sen)Basic 22 17.1 18.3 13.8 18.3

Diluted 22 17.1 - 13.8 -

GROSS DIVIDEND PERSHARE (sen)6% Cumulative Participating

Preference share 23 16.0 16.0 16.0 16.0

Ordinary Share 23 10.0 10.0 10.0 10.0



STATEMENTS OF CHANGES IN EQUITY


<- Non-distributable -> <- Distributable ->Share Share Revaluation General Retained

GROUP Note capital premium reserve reserve profits TotalRM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2000 29 182,980 132,404 14,132 115,347 109,479 554,342Net profit for the year - - - - 33,430 33,430Dividends- 2000 final 23 - - - - (6,609) (6,609)- 2001 interim 23 - - - - (3,952) (3,952)

At 30 June 2001 182,980 132,404 14,132 115,347 132,348 577,211

Issue during the yeararising from ExecutiveShare Option Scheme 8 8 - - - 16

Net profit for the year - - - - 31,366 31,366Dividends- 2001 final 23 - - - - (9,244) (9,244)- 2002 interim 23 - - - - (3,952) (3,952)

At 30 June 2002 182,988 132,412 14,132 115,347 150,518 595,397

Note 12COMPANY

At 1 July 2000 29 182,980 132,404 14,132 115,347 76,006 520,869Net profit for the year - - - - 33,558 33,558Dividends- 2000 final 23 - - - - (6,609) (6,609)- 2001 interim 23 - - - - (3,952) (3,952)

At 30 June 2001 182,980 132,404 14,132 115,347 99,003 543,866

Issue during the yeararising from ExecutiveShare Option Scheme 8 8 - - - 16

Net profit for the year - - - - 25,250 25,250Dividends- 2001 final 23 - - - - (9,244) (9,244)- 2002 interim 23 - - - - (3,952) (3,952)

At 30 June 2002 182,988 132,412 14,132 115,347 111,057 555,936

Note 12



CASH FLOW STATEMENTS



RM’000 RM’000 RM’000 RM’000Cash flows from operating activities

Cash inflow from operations 24 34,994 37,584 34,941 32,020

Interest paid (1,883) (226) (1,883) (226)Interest received 77 148 77 148Taxation paid (1,664) (1,937) (1,664) (1,937)Retirement benefits paid 14 (1,399) (761) (1,399) (761)

(4,869) (2,776) (4,869) (2,776)

Net cash inflow from operating activities 30,125 34,808 30,072 29,244

Cash flows from investing activities

Dividend received 3,566 3,415 3,559 3,408Tax on dividend received (375) (220) (375) (220)Net rental expenses (5) (3) (5) (3)Purchase of investment properties (13) - (13) -Purchase of investments - - - (16,600)Purchase of property, plant and equipment (6,457) (18,755) (6,449) (18,755)Proceeds from disposal of plant

and equipment 4 161 4 22,199

Net cash outflow from investing activities (3,280) (15,402) (3,279) (9,971)

Cash flows from financing activities

Proceeds from issuance of shares 16 - 16 -Dividends paid (13,196) (10,561) (13,196) (10,561)Repayment to bank (18,912) (4,697) (18,912) (4,564)

Net cash outflow from financing activities (32,092) (15,258) (32,092) (15,125)

Net (decrease)/increase in cash and cashequivalents (5,247) 4,148 (5,299) 4,148

Cash and cash equivalents at beginning of year 12,689 8,541 12,689 8,541

Cash and cash equivalents at end of year 7,442 12,689 7,390 12,689

Cash and cash equivalents made up of:-Short term deposits with licensed banks 3,750 4,545 3,750 4,545Cash and bank balances 3,692 8,144 3,640 8,144

7,442 12,689 7,390 12,689



NOTES TO THE FINANCIAL STATEMENTS

- 30 June 2002

1. SIGNIFICANT ACCOUNTING POLICIES

The following accounting policies are adopted by the Group and the Company and are consistent withthose adopted in previous years except for the adoption of MASB 19, Events After Balance Sheet Date(see Note 29). The comparative figures have been restated to reflect the impact of the non-recognitionof dividends proposed after the balance sheet date.

1.1 Basis of accounting

The financial statements of the Group and of the Company have been prepared in compliance withapplicable approved accounting standards in Malaysia.

1.2 Basis of consolidation

Subsidiaries are those enterprises controlled by the Company. Control exists when the Company hasthe power, directly or indirectly to govern the financial and operating policies of an enterprise so as toobtain benefits from its activities. The financial statements of subsidiaries are included in the consolidatedfinancial statements from the date that control effectively commences until the date that controleffectively ceases. Subsidiaries are consolidated using the acquisition method of accounting.

Under the acquisition method of accounting, the results of subsidiaries acquired or disposed during theyear are included from the date of acquisition or up to the date of disposal. At the date of acquisition,the fair values of the subsidiaries’ net assets are determined and these values are reflected in the Groupfinancial statements. The difference between the acquisition cost and the fair values of the subsidiaries’net assets is reflected as goodwill or reserve on consolidation as appropriate.

There were no goodwill nor reserve on consolidation arising at the time of acquisition of subsidiaries.

Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation.Unrealised losses resulting from intragroup transactions are also eliminated unless cost cannot berecovered.

1.3 Associated companies

Associated companies are those enterprises in which the Group has significant influence, but not control,over the financial and operating policies.

The consolidated financial statements include the total recognised gains and losses of associated companieson an equity accounted basis from the date that significant influence effectively commences until thedate that significant influence effectively ceases.

Unrealised profits arising on transactions between the Group and its associated companies which areincluded in the carrying amount of the related assets and liabilities are eliminated partially to theextent of the Group’s interests in the associated companies. Unrealised losses on such transactions arealso eliminated partially unless cost cannot be recovered.

Goodwill on acquisition is calculated based on the fair value of net assets acquired, if any.



- 30 June 2002

1.4 Property, plant and equipment

Property, plant and equipment except for freehold land are stated at cost/valuation less accumulateddepreciation.

Freehold land, leasehold land and buildings at directors’ valuation are based on an opinion of openmarket value expressed by a professional firm of Chartered Surveyors on 30 June 1985. Subsequentadditions are shown at cost while deletions are at valuation, or cost, as appropriate.

The Group’s policy is to state its property, plant and equipment at cost. Revaluation of leasehold landin 1985 was carried out primarily for the purpose of issuing bonus shares then and was not intendedto effect a change in accounting policy to one of revaluation of properties. Hence, in accordance withthe transitional provisions of Malaysian Accounting Standards Board (MASB) Approved AccountingStandard IAS 16: Property, Plant and Equipment, the valuation in 1985 has not been updated.

Property, plant and equipment retired from active use and held for disposal are stated at the lower ofnet book value and net realisable value.

The carrying amounts of property, plant and equipment are reviewed at each balance sheet date todetermine whether there is any indication of impairment. If such an indication exists, the asset’srecoverable amount is estimated. An impairment loss is recognised whenever the carrying amount ofan item of property, plant and equipment exceeds its recoverable amount. The impairment loss ischarged to the income statement unless it reverses a previous revaluation in which case it will becharged to equity. Any subsequent increase in recoverable amount is reduced by the amount thatwould have been recognised as depreciation had the write-down or write-off not occurred. Suchsubsequent increase in recoverable amount is recognised in the income statement unless it reverses animpairment loss on a revalued asset, in which case it is taken to equity.

1.5 Depreciation

Property, plant and equipment are depreciated on a straight line basis over their estimated useful livesexcept for freehold land and capital work in progress on which no amortisation is provided. Theprincipal depreciation rates are as follows:-

Leasehold land - Amortised by equal annual instalments over the remaininglife of the leases which vary between 28 and 80 years.

Buildings - 4% per annumPlant and machinery - 6% per annumVehicles, furniture and equipment - 20% per annum

1.6 Inventories

Inventories are valued at the lower of cost and net realisable value. Cost is determined on a weightedaverage basis. In the case of finished goods and work-in-progress, cost includes direct materials, directlabour and relevant fixed and variable factory overheads which include depreciation charges.



- 30 June 2002

1.7 Taxation

The tax expense in the income statement represents taxation at current tax rates based on profit earnedduring the year.

Deferred taxation is provided on the liability method for all timing differences except where no liabilityis expected to arise in the foreseeable future and there are no indications the timing differences willreverse thereafter. Deferred tax benefits are only recognised when there is reasonable expectation ofrealisation in the near future.

1.8 Foreign currency

(i) Foreign currency transactions

Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling atthe date of the transactions. Monetary assets and liabilities denominated in foreign currencies atthe balance sheet date are translated to Ringgit Malaysia at the foreign exchange rates ruling atthat date. Foreign exchange differences arising on translation are recognised in the incomestatement. Non-monetary assets and liabilities denominated in foreign currencies which arestated at historical cost, are translated to Ringgit Malaysia at the foreign exchange rates ruling atthe date of the transactions.

(ii) Financial statements of foreign operations

The Group’s foreign operations are not considered an integral part of the Company’s operations.Accordingly, the assets and liabilities of foreign operations, including goodwill and fair valueadjustments arising on consolidation, are translated to Ringgit Malaysia at exchange rates rulingat the balance sheet date. The revenues and expenses of foreign operations are translated toRinggit Malaysia at average exchange rates applicable throughout the year. Foreign exchangedifferences arising on translation are recognised directly in equity.

The closing rate used in translation of foreign currency monetary assets and liabilities and the financialstatements of foreign operations is USD1.00: RM3.80 (2001: USD1.00: RM3.80).

1.9 Retirement benefits

In addition to the statutory contributions on the Employees Provident Fund, the Group also operates adefined contribution plan, which is an unfunded contractual retirement benefits scheme for all eligibleemployees and full time executive directors in accordance with the terms of the Staff Code and theCollective Agreement. The benefits are payable on a lump sum basis calculated on the basis of 10% oftotal basic salary earned to the date of retirement or resignation without any deduction of the Company’scontribution to the Employees Provident Fund.

1.10 Investments

Investments in securities are held for long term purposes and are stated at cost. Investment propertiesare shown at cost and are held for their investment potential and rental income. An allowance is madewhen the Directors are of the view that there is a diminution in their value which is other than temporary.



- 30 June 2002

1.11 Development expenditure

Development expenditure are stated at cost and will be amortised when the Company commencesoperations.

1.12 Cash and cash equivalents

Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highlyliquid investments which have an insignificant risk of change in value.

1.13 Income recognition

(i) Sale of goods

Revenue from sale of goods is measured at the fair value of the consideration receivable and isrecognised in the income statement when the significant risks and rewards of ownership havebeen transferred to the buyer.

(ii) Dividend income

Dividend income is recognised when the right to receive payment is established.

(iii) Interest income

Interest income is recognised in the income statement as it accrues, taking into account theeffective yield on the asset.

1.14 Finance costs

All interest and other costs incurred in connection with borrowings, other than those capitalised inaccordance with Note 1.15, are expensed as incurred.

1.15 Capitalisation of borrowing cost

Borrowing costs incurred in relation to the rehabilitation project is capitalised. Capitalisation ofborrowing cost will cease when the asset is ready for its intended use.

The amount of borrowing cost eligible for capitalisation is the actual borrowing cost incurred onthat borrowing.

1.16 Receivables

Known bad debts are written off and specific and general allowance are made for any considered tobe doubtful of collection.


2. PROPERTY, PLANT AND EQUIPMENTPlant,

machinery,Long term Short term vehicles, Capital

Freehold leasehold leasehold furniture and work inland land land Buildings equipment progress Total

GROUP RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000

COST/VALUATION

1 July 2001 39,636 8,060 147 184,451 530,702 384 763,380Additions - - - 14 1,685 4,758 6,457Transfers - - - - 4,193 (4,193) -Disposals/Write off - - - - (176) - (176)

Balance at 30 June 2002 39,636 8,060 147 184,465 536,404 949 769,661

ANALYSIS OF COST& VALUATION AT30 JUNE 2002

Valuation 24,755 8,060 - 53,251 - - 86,066Cost 14,881 - 147 131,214 536,404 949 683,595

39,636 8,060 147 184,465 536,404 949 769,661

DEPRECIATION

1 July 2001 - 1,576 68 50,839 182,388 - 234,871Charge for the year - 99 5 7,129 25,714 - 32,947

Charge for 2001 - 99 5 4,319 10,666 - 15,089

Disposals/Write off - - - - (173) - (173)

Balance at 30 June 2002 - 1,675 73 57,968 207,929 - 267,645

NET BOOK VALUE

30 June 2002 39,636 6,385 74 126,497 328,475 949 502,016

30 June 2001 39,636 6,484 79 133,612 348,314 384 528,509

The net book values of the revalued leasehold land and buildings at cost less accumulated depreciationare RM1,169,173 (2001: RM1,185,065) and RM33,129,222 (2001: RM34,133,067) respectively.

Capitalised in capital work in progress for the year are interest arising from bank borrowings amounting to RMnil (2001: RM 2,366,530).

Plant,machinery,

Long term Short term vehicles, CapitalFreehold leasehold leasehold furniture and work in

land land land Buildings equipment progress TotalCOMPANY RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000

COST/VALUATION

1 July 2001 25,932 8,060 147 184,451 530,702 384 749,676Additions - - - 14 1,677 4,758 6,449Transfers - - - - 4,193 (4,193) -Disposals/Write off - - - - (176) - (176)Transfer to subsidiary - - - (424) (169) - (593)

Balance at 30 June 2002 25,932 8,060 147 184,041 536,227 949 755,356

- 30 June 2002



2. PROPERTY, PLANT AND EQUIPMENT (cont’d)Plant,

machinery,Long term Short term vehicles, Capital

Freehold leasehold leasehold furniture and work inland land land Buildings equipment progress Total

COMPANY RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000 RM ‘000

ANALYSIS OF COST& VALUATION AT30 JUNE 2002

Valuation 19,975 8,060 - 53,251 - - 81,286Cost 5,957 - 147 130,790 536,227 949 674,070

25,932 8,060 147 184,041 536,227 949 755,356

DEPRECIATION

1 July 2001 - 1,576 68 50,839 182,388 - 234,871Charge for the year - 99 5 7,112 25,701 - 32,917

Charge for 2001 - 99 5 4,319 10,666 - 15,089

Disposals/Write off - - - - (173) - (173)

Transfer to subsidiary - - - (138) (107) - (245)

Balance at 30 June 2002 - 1,675 73 57,813 207,809 - 267,370

NET BOOK VALUE

30 June 2002 25,932 6,385 74 126,228 328,418 949 487,986

30 June 2001 25,932 6,484 79 133,612 348,314 384 514,805

The net book value of the revalued leasehold land and buildings at cost less accumulated depreciation areRM 1,169,173 (2001: RM 1,185,065) and RM 33,129,222 (2001: RM 34,133,067 ) respectively.

Capitalised in capital work in progress for the year are interest arising from bank borrowings amounting toRM nil (2001: RM 2,366,530).

3. SUBSIDIARY COMPANIES

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Unquoted shares at cost - - 16,600 16,600

The wholly-owned subsidiaries and their principal activities are:-

Unquoted sharesPlace of at cost Principal

incorporation 2002 2001 activitiesRM RM

Posek Pembangunan Sdn Bhd Malaysia 7,000,002 7,000,002 Intention-property

development

Tasek Cement Manufacturing Sdn Bhd Malaysia 2 2 Dormant

- 30 June 2002



Unquoted sharesPlace of at cost Principal

incorporation 2002 2001 activitiesRM RM

Gunong Kuang Industrial Estate Sdn Bhd Malaysia 9,600,002 9,600,002 Intention-property

development

Tasek Investments (BVI) Ltd* British Virgin Islands 5 5 InvestmentHolding

TCB Equities (BVI) Ltd* British Virgin Islands 5 5 Dormant

* Note: These foreign subsidiaries have not been audited as there is no statutory requirement to do so.

4. ASSOCIATED COMPANIES

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Quoted shares at cost 5,725 5,725 5,725 5,725Unquoted shares at cost 21,592 21,592 21,592 21,592Add : Group’s share of post

acquisition profit 47,962 41,739 - -Less : Allowance for diminution in value (1,200) - (1,200) -

74,079 69,056 26,117 27,317Represented by :Group’s share of net assets other

than goodwill 74,079 69,056

Market value of quoted shares 19,616 13,010 19,616 13,010

The associated companies, all incorporated in Malaysia, are:-

FinancialGroup’s Equity Interest Year Principal activities

2002 2001

Cement Industries (Sabah) Manufacture and saleSdn Bhd 30.00% 30.00% 31 December of cement.

Padu Wangsa Sdn Bhd 29.00% 29.00% 31 December Intention to establisha clinker plant in Sabah.

Rock Chemical Industries(Malaysia) Berhad- quoted in Malaysia 23.63% 23.63% 31 December Investment holding.

3. SUBSIDIARY COMPANIES (cont’d)

- 30 June 2002



- 30 June 2002

5. INVESTMENTS

GROUP COMPANY2002 2001 2002 2001

Shares - at cost RM’000 RM’000 RM’000 RM’000

In Malaysian quoted corporations 1,980 1,980 1,980 1,980

In overseas quoted corporations 15,475 15,475 13,072 13,072

Less: Allowance for diminution in value 3,000 - 3,000 -

12,475 15,475 10,072 13,072

In Malaysian unquoted corporation 3,936 3,936 3,936 3,936Less: Allowance for diminution in value 3,936 3,936 3,936 3,936

- - - -

14,455 17,455 12,052 15,052

Investment properties - at cost 644 631 644 631

Less: Allowance for diminution in value 100 - 100 -

544 631 544 631

14,999 18,086 12,596 15,683

Market value of quoted shares 26,696 30,867 25,975 29,769

6. DEVELOPMENT EXPENDITURE

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Balance at 1 July 80 55 - -Additions during the year 11 25 - -

Balance at 30 June 91 80 - -

7. INVENTORIESGROUP COMPANY

2002 2001 2002 2001RM’000 RM’000 RM’000 RM’000

At cost:-

Finished goods 3,806 3,196 3,806 3,196Work-in-progress 6,529 2,772 6,529 2,772Raw materials 5,379 5,838 5,379 5,838Consumable stores 21,849 19,958 21,838 19,958

Balance at 30 June 37,563 31,764 37,552 31,764



8. TRADE RECEIVABLES

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Trade receivables 24,371 22,342 24,371 22,342Less: Allowance for doubtful debts 2,420 6,967 2,420 6,967

21,951 15,375 21,951 15,375

9. AMOUNTS DUE FROM SUBSIDIARY COMPANIES

The amounts due from the wholly-owned subsidiaries are interest free, unsecured and have no fixedterms of repayment.

10. AMOUNTS DUE FROM ASSOCIATED COMPANIES

The amounts due from associated companies are trade in nature, interest free, unsecured and undernormal credit terms.

11. BANK BORROWINGS (UNSECURED)

11.1 Short TermGROUP COMPANY

2002 2001 2002 2001RM’000 RM’000 RM’000 RM’000

Bankers’ acceptances 4,000 6,500 4,000 6,500Long term borrowings repayable

within 1 year (Note 11.2) 14,168 16,412 14,168 16,412

18,168 22,912 18,168 22,912

The interest rates applicable to the bankers’ acceptances ranged from 2.89% to 3.50% (2001: 3.05% to3.60%) per annum.

11.2 Long TermGROUP COMPANY

2002 2001 2002 2001RM’000 RM’000 RM’000 RM’000

Term loan 13,875 23,200 13,875 23,200Revolving credit 10,545 17,632 10,545 17,632

24,420 40,832 24,420 40,832Less: Repayable within 1 year (Note 11.1) 14,168 16,412 14,168 16,412

10,252 24,420 10,252 24,420

- 30 June 2002



- 30 June 2002

Terms and debt repayment schedule

The interest rates applicable to the term loan ranged from 4.3% to 7.0% (2001: 4.6% to 7.0%) perannum.

The interest rates applicable to the revolving credit was 4.7% (2001: 4.6% to 4.9%) per annum.

Under 1-2 2-5Total 1 year years years

RM’000 RM’000 RM’000 RM’000Group/CompanyTerm loan (unsecured) 13,875 8,050 4,925 900Revolving credit (unsecured) 10,545 6,118 3,743 684

24,420 14,168 8,668 1,584

The main covenants of the above facilities are as follows:-

(i) The Company will maintain adequate insurances in respect of its assets and business against all risks.

(ii) The Company will notify the bank of any material event or adverse change in financial andoperational condition of the Company and of any litigation or other proceedings being threatenedor initiated against the Company.

(iii) The Company will not, without the prior consent of the banks:-- create or permit a lien to exist over all or any part of its business or assets or undertaking

any security interest [other than those permitted under Facilities Agreement, clause 9.1(a)];

- make any loans to any persons, other than its related companies, or acquire capital stock,assets or obligation from any persons, except in the ordinary course of business;

- change its memorandum and articles of association;

- alter the authorised or issued and paid-up capital of the Company;

- incur, assume, guarantee or permit to exist any indebtedness if, following such indebtedness,the Company’s total debt would equal to or exceed RM160 million or a declaration of anEvent of Default has been made;

- declare or pay any dividend or bonus issue or make any distribution if a declaration of anEvent of Default has been made or following the declaration or payment or making of adistribution, an Event of Default would be declared;

- enter into any partnership, profit-sharing, royalty agreement or other arrangement wherebythe Company’s income or profits are shared with other person, except in the ordinarycourse of business;

- enter into any transaction whereby the Company might pay more than the ordinarycommercial price for any purchase or might receive less than the full commercial pricefor its products, except in the ordinary course of business;

- incur yearly capital expenditures exceeding RM40 million, other than capital expendituresrelated to the project partly finance under this facility; and

- change its key personnel or key management which would materially or adversely affectthe Company’s ability to perform its obligations under the agreement.



12. SHARE CAPITAL

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Authorised:6% cumulative participating

preference shares of RM1 each 500 500 500 500Ordinary shares of RM1 each 299,500 299,500 299,500 299,500

300,000 300,000 300,000 300,000Issued and fully paid:

6% cumulative participatingpreference shares of RM1 each 500 500 500 500

Ordinary shares of RM1 eachAs at 1 July 182,480 182,480 182,480 182,480Issue during the year arising from Executive Share Option Scheme 8 - 8 -

As at 30 June 182,488 182,480 182,488 182,480

182,988 182,980 182,988 182,980

During the financial year, the Company issued 8,000 ordinary shares of RM1.00 each arising from thesubscription of 8,000 ordinary shares of RM1.00 under the Executive Share Option Scheme (“ESOS”)at the exercise price of RM2.00 per share.

The details of options granted to subscribe for ordinary shares which were outstanding at 30 June 2002are as follows:-

Date of offer Option price Number of ordinaryRM shares of RM1 each

8.3.2001 2.00 2,427,00015.5.2002 2.42 289,000

2,716,000

The options granted may be exercised at anytime within a period of five years from the date of offer ofthe option or an extension for a further period of five years upon obtaining approvals from all relevantparties.

- 30 June 2002



The participating preference shares have the following rights attached to them:-

(a) The right to a fixed cumulative preference dividend of 6% per annum and any ordinary dividenddeclared by the Company.

(b) The right to further participation in the profits and in the assets in case of liquidation with theordinary shares.

(c) Entitled to a return of capital in preference to holders of Ordinary Shares when the Companyis wound up.

(d) Have the same rights as ordinary shareholders as regards receiving notices, reports and balancesheets and attending general meetings of the Company.

(e) Have the right to vote in each of the following circumstances:-

(i) When the dividend or part of the dividend on the share is in arrears for more than 6 months;

(ii) On a proposal to reduce the Company’s share capital;

(iii) On a proposal for the disposal of the whole of the Company’s property, business andundertaking;

(iv) On a proposal that effect rights attached to the share;

(v) On a proposal to wind up the Company; and

(vi) During the winding up of the Company.

13. RESERVES<- Non-distributable -> <- Distributable ->

Share Revaluation General RetainedGROUP Note premium reserve reserve profits Total

RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2000 29 132,404 14,132 115,347 109,479 371,362Net profit for the year - - - 33,430 33,430Dividends- 2000 final 23 - - - (6,609) (6,609)- 2001 interim 23 - - - (3,952) (3,952)

At 30 June 2001 132,404 14,132 115,347 132,348 394,231Allotment during the year 8 - - - 8Net profit for the year - - - 31,366 31,366Dividends- 2001 final 23 - - - (9,244) (9,244)- 2002 interim 23 - - - (3,952) (3,952)

At 30 June 2002 132,412 14,132 115,347 150,518 412,409

- 30 June 2002



13. RESERVES (cont’d)<- Non-distributable -> <- Distributable ->

Share Revaluation General RetainedCOMPANY Note premium reserve reserve profits Total

RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2000 29 132,404 14,132 115,347 76,006 337,889Net profit for the year - - - 33,558 33,558Dividends- 2000 final 23 - - - (6,609) (6,609)- 2001 interim 23 - - - (3,952) (3,952)

At 30 June 2001 132,404 14,132 115,347 99,003 360,886Allotment during the year 8 - - - 8Net profit for the year - - - 25,250 25,250Dividends- 2001 final 23 - - - (9,244) (9,244)- 2002 interim 23 - - - (3,952) (3,952)

At 30 June 2002 132,412 14,132 115,347 111,057 372,948

General reserve was transferred from retained profits in previous years.

The Company has sufficient credit under Section 108 of the Income Tax Act, 1967 to frank payment ofdividends out of all its distributable reserves at 30 June 2002 without incurring additional taxationsubject to agreement by the Inland Revenue Board.

The Company also has approximately RM54,039,000 (2001: RM51,630,000) tax exempt incomearising from tax waived income in 1999 and from incentives claimed under the Income Tax Act, 1967,Promotion of Investments Act, 1986 and Investment Incentive Act, 1968 available for distribution astax exempt dividends subject to agreement by the Inland Revenue Board.

- 30 June 2002



14. RETIREMENT BENEFITS

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Balance at 1 July 11,264 10,706 11,264 10,706Charge for the year 1,349 1,319 1,349 1,319

12,613 12,025 12,613 12,025Less: Payments during the year 1,399 761 1,399 761

Balance at 30 June 11,214 11,264 11,214 11,264

15. DEFERRED TAXATION

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Balance at 1 July - 4,100 - 4,100

Transfer from/(to) Income Statement(Note 20) 54 (4,100) - (4,100)

Balance at 30 June 54 - - -

Details of potential deferred taxation benefits, calculated under the liability method are set out below:-

COMPANY2002 2001

RM’000 RM’000Cumulative timing differencesExcess of capital allowances over book depreciation 174,900 160,400

Unutilised reinvestment allowances (216,000) (212,600)Unabsorbed capital allowances (88,200) (96,200)Other timing differences (14,900) (19,200)

(319,100) (328,000)

(144,200) (167,600)Potential deferred tax benefits at 28% (2001: 28%)

thereon not recognised in the financial statements (40,400) (46,900)

The unabsorbed capital allowances and unutilised reinvestment allowances disclosed above are subjectto the agreement by the Inland Revenue Board.

The potential Real Property Gains Tax liability of approximately RM707,000 (2001: RM707,000) inrespect of the surplus arising on revaluation of property is not provided for, as the directors have nointention to dispense of these assets in the foreseeable future.

- 30 June 2002



16. REVENUE

Revenue represents the net invoiced value of cement and related products sold.

17. OPERATING PROFIT

Operating profit is arrived at:-

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

After charging:-Allowance for diminution in

investments 4,300 - 4,300 -Auditors’ remuneration 39 39 38 38Depreciation and amortisation (Note 2) 32,947 15,089 32,917 15,089Directors’ remuneration- Fees - non-executive directors 388 415 388 415

- executive directors 88 88 88 88- Salaries - executive directors 840 802 840 802- Bonuses and allowances

- executive directors 361 390 361 390Plant and equipment

written off 3 60 3 60Retirement benefits charged 1,349 1,319 1,349 1,319Rental of machinery 559 518 559 518Rental of land and buildings 243 375 243 375Retrenchment benefit 147 - - -

and crediting:-Allowance for doubtful debts

written back 4,547 - 4,547 -Bad debts recovered 30 - 30 -Gain on disposal of plant and equipment 4 137 4 137Gross dividends received from

associated companies- quoted in Malaysia 100 500 100 500- unquoted 2,100 2,100 2,100 2,100

Gross dividends received frominvestments- quoted overseas 160 227 153 220- quoted in Malaysia 1,206 588 1,206 588

Gross rental income frominvestment properties - 9 - 9

The estimated monetary value of Directors’ benefits-in-kind is RM 27,095 (2001: RM25,912).

- 30 June 2002



18. FINANCE COSTS

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Term loan interest 1,683 178 1,683 178Bankers’ acceptances interest 200 183 200 183

1,883 361 1,883 361

19. EXCEPTIONAL ITEM

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Gain on disposal of properties to wholly-owned subsidiaries - - - 8,333Less: Real property gains tax - (1,101) - (1,101)

- (1,101) - 7,232

20. TAXATION

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

This comprises:-Taxation for the year (454) (319) (454) (319)

Less: Transfer (to)/from deferred taxation account (Note 15) (54) 4,100 - 4,100

Share of associated companies’ taxation (3,086) (1,972) - -

(3,594) 1,809 (454) 3,781

The effective tax rate is lower than the statutory tax rate mainly due to the utilisation of capital allowancesbrought forward amounting to RM55,079,000 (2001: RM32,569,000). This has resulted in tax savingsamounting to approximately RM15,422,000 (2001: RM9,119,000).

21. EMPLOYEE INFORMATION

GROUP COMPANY2002 2001 2002 2001

Employee costs (RM’000) 20,325 20,308 20,126 20,308

Average number of employees 642 644 634 644

- 30 June 2002



22. EARNINGS PER SHARE

Basic earnings per share

The earnings per share is calculated by dividing the Group’s earnings after taxation of RM31,366,000(2001: RM33,430,000) and the Company’s earnings after taxation of RM25,250,000 (2001:RM33,558,000) and deducting preference dividend of RM32,000 (2001: RM32,000) and the proportionof profit attributable to preference shareholders of RM86,000 (2001: RM91,000) for the Group andRM69,000 (2001: RM92,000) for the Company by the weighted average number of ordinary shares inissue during the year of 182,480,000 (2001: 182,480,000).

Diluted earnings per share

The diluted earnings per share is calculated by dividing the Group’s earnings after taxation ofRM31,366,000 and the Company’s earnings after taxation of RM25,250,000 and deducting preferencedividend of RM32,000 and the proportion of profit attributable to preference shareholders of RM86,000for the Group and RM69,000 for the Company by the weighted average number of ordinary shares(diluted) during the year of 182,711,000.

The calculation of the weighted average number of ordinary shares (diluted) is as follows:-

Weighted average number of ordinary shares as above 182,480,000Effect of share options 231,000

Weighted average number of ordinary shares (diluted) 182,711,000

The Company had no dilution in its earnings per share for the year ended 30 June 2001 as a result ofthe Executive Share Option Scheme as the fair value of the ordinary shares as at 30 June 2001 waslower than the exercise price.

23. DIVIDENDS

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000Interim paid

- Participating preference 3 sen less tax at 28% (2001: 3 sen less tax at 28%) 11 11 11 11

- Ordinary 3 sen less tax at 28% (2001: 3 sen less tax at 28%) 3,941 3,941 3,941 3,941

Proposed final- Preference 6 sen less tax at 28%

(2001: 6 sen less tax at 28%) 22 22 22 22- Participating preference 7 sen

less tax at 28% (2001: 7 sen less tax at 28%) 25 25 25 25

- Ordinary 7 sen less tax at 28% (2001: 7 sen less tax at 28%) 9,197 9,197 9,197 9,197

13,196 13,196 13,196 13,196

The proposed final dividends have not been accounted for in the financial statements.

- 30 June 2002



24. NOTES TO THE CASH FLOW STATEMENTS

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000

Profit before taxation and afterexceptional item 34,960 31,621 25,704 29,777

Adjustments for:-Depreciation and amortisation 32,947 15,089 32,917 15,089Dividend income (3,566) (3,415) (3,559) (3,408)Exceptional item - 1,101 - (7,232)Gain on disposal of plant and equipment (4) (137) (4) (137)Interest expense 1,883 361 1,883 361Interest income (77) (148) (77) (148)Net rental expenses 5 3 5 3Plant and equipment written off 3 60 3 60Allowance for diminution in

investments 4,300 - 4,300 -Profit retained in associated

companies (9,310) (10,212) - -Retirement benefits charged 1,349 1,319 1,349 1,319

27,530 4,021 36,817 5,907

Profit before working capital changes 62,490 35,642 62,521 35,684

Advances to subsidiary companies - - (91) (5,628)Development expenditure paid (11) (25) - -(Increase)/Decrease in trade and

other receivables (7,105) 3,711 (7,015) 3,709Increase in inventories (5,799) (86) (5,796) (86)Decrease in trade and other payables (14,207) (854) (14,304) (855)Advances to associated companies (374) (804) (374) (804)

Cash inflow from operations 34,994 37,584 34,941 32,020

25. CAPITAL COMMITMENTS

Capital expenditure not provided for in the financial statements are:-

GROUP COMPANY2002 2001 2002 2001

RM’000 RM’000 RM’000 RM’000Property, plant and equipment:

Approved and contracted for 47 2,272 47 2,272Approved but not contracted for 20,583 20,700 20,583 20,700

20,630 22,972 20,630 22,972

- 30 June 2002



26. RELATED PARTIES

Identity of related parties

The Company has a controlling related party relationship with its subsidiary companies and thesubstantial shareholders of the Company.

The Company also has related party relationships with companies in which certain Directors havesubstantial interest and close members of their families.

Related party transactions

Significant transactions with related parties in the financial statements are as follows:-

COMPANY2002 2001

RM’000 RM’000Transactions

With subsidiary companies:-Disposal of land to Posek Pembangunan Sdn Bhd - 9,300Disposal of land to Gunong Kuang Industrial Estate Sdn Bhd - 12,737

With Director:-Rental paid to Dato’ Tan Eng Soon - 55

With a close member of a Director:-Rental paid to Soh Siew Lian 18 24

With companies in which certain Directors have interests:-Freight charges paid to:

Syarikat Perniagaan Serbaneka (Pk) Sdn Bhd 8,130 7,574Pengangkutan Tasek Sdn Bhd 3,902 2,361

Payment of insurance premium to:Asia Insurance (M) Bhd 220 249Asia Life (M) Berhad 52 59Bradstock Insurance Brokers Sdn Bhd 928 1,058

Training expenses paid to Hong Leong Management School Sdn Bhd 15 42

Secretarial and registrar expenses paid to Hong Leong Nominees Sdn Bhd 58 42

Rental paid to Bedford Land Sdn Bhd 192 209Rental paid to Hong Leong Assurance Berhad 17 -

Rental received from Syarikat Perniagaan Serbaneka (Pk) Sdn Bhd 265 295

- 30 June 2002



26. RELATED PARTIES (cont’d)

COMPANY2002 2001

RM’000 RM’000

Management fees received from Cement Industries (Sabah) Sdn Bhd 116 180

Sales of cement and clinker to:

Hong Leong Marketing Co Bhd 38,495 38,748Bakajaya Sdn Bhd 5,746 4,287Lipro Trading Sdn Bhd 8,325 1,538RCI Marketing Sdn Bhd 210 191Kimsik Co Sdn Bhd 20,602 16,779Cement Industries (Sabah) Sdn Bhd 12,602 8,413

With companies in which certain closemembers of certain Directors have interests:-

Sales of cement to:Indra Jati Sdn Bhd 2,931 2,821Simen Gaya Bersatu Sdn Bhd 6,798 6,220Soo Ee & Co Sdn Bhd 4,637 5,711First Direct Line Sdn Bhd 1,545 876

Freight charges paid to:Pengangkutan Mahausaha Sdn Bhd 2,448 2,688Kahwa Transport Sdn Bhd - 1,002

The above transactions have been entered in the normal course of business and have been negotiatedon arms length basis.

27. DIRECTORS’ REMUNERATION

Directors’ remuneration for the year ended 30 June 2002 in successive bands of RM50,000 are as follows:-

<—————— Number of Directors ——————>Non-

Executive executive TotalDirectors remuneration directors directors 2002 2001RM0 to RM50,000 1 11 12 13RM50,001 to RM100,000 - 2 2 2RM100,001 to RM550,000 - - - -RM550,001 to RM600,000 1 - 1 1RM600,001 to RM650,000 - - - -RM650,001 to RM700,000 1 - 1 1

3 13 16 17

- 30 June 2002



28. SEGMENTAL INFORMATION

No segmental information is disclosed as the Company only engages in the manufacture and sale ofcement and related products in Malaysia.

29. COMPARATIVE FIGURES

(i) The following comparatives have been restated to reflect the treatment of proposed dividends inaccordance with MASB 19 on Events After Balance Sheet Date.

GROUP COMPANYAs previously As previously

As restated stated As restated statedRM’000 RM’000 RM’000 RM’000

Balance SheetsProposed dividends - 9,244 - 9,244Reserves 394,231 384,987 360,886 351,642

GROUP COMPANYAs previously As previously

As restated stated As restated statedRM’000 RM’000 RM’000 RM’000

Note 13 to the financial StatementsRetained profits at 1 July 2000 109,479 102,870 76,006 69,397Retained profits at 30 June 2001 132,348 123,104 99,003 89,759Dividends - (13,196) - (13,196)Dividends- 2000 final (6,609) - (6,609) -- 2001 interim (3,952) - (3,952) -

(ii) Tax recoverable amounting to RM1,785,942 for the Group and the Company has been reclassifiedfrom other receivables, deposits and prepayments to tax recoverable in the balance sheet in orderto conform with current year’s presentation.

- 30 June 2002



LIST OF PROPERTIES HELD

Year ofEstimated Age Net Book Revaluation/

Location Tenure Area of Building Description & Existing use Value Acquisition

A. OWNED BY TASEK CORPORATION BERHAD

1 Lot 15667 (CT.15208) Freehold 97a 2r 35p - Agricultural / Clay extraction 391 1985Chemor Mukim Ulu Kinta Perak

2 Lot 44409 (CT.25294) Freehold 9a 3r 16p - Agricultural / Future Development 857 1985Tasek Mukim Ulu Kinta Perak

3 Lot 15030 (CT.3500) Freehold 2a 3r 21p - Agricultural / Storage Yard 276 1985Tasek Mukim Ulu Kinta Perak




7 Lot 44410 (CT.25295) Freehold 9a 3r 12p - Agricultural / Storage Yard 1,069 1985Tasek Mukim Ulu Kinta Perak

8 Lot 15033 (CT.15395) Freehold 3a 3r 24p - Agricultural / Storage Yard 357 1985Tasek Mukim Ulu Kinta Perak

9 Lot 601 (G.8466) Freehold 26a 1r 29p - Agricultural / Storage Yard 3,624 1985Jln Kuala Kangsar MukimUlu Kinta Perak

10 Lot 16908 (G.8447) Freehold 4a 1r 19p - Agricultural / Future Development 177 1985Tasek Mukim Ulu Kinta Perak


12 Lot 233 (PN.2306) Freehold 18a 3r 36p - Agricultural / Future Development 2,667 1985Jln Kuala Kangsar MukimUlu Kinta Perak


14 Lot 19899 (CT.11746) Freehold 5a 2r 32p - Agricultural/Storage Yard 496 1985Tasek Mukim Ulu Kinta Perak




18 Lot 44411 (CT.25296) Freehold 20a 1r 5p - Industrial / Future Development 3,094 1985Tasek Mukim Ulu Kinta Perak






19 Lot 43100 (CT.28442) Freehold 5a 0r 0p 1 to 38 Industrial / Factory Site 1,423 1985Persiaran Tasek,Kwsn PerindustrianTasekMukim Ulu Kinta PerakFactory Building

20 Lot 43101 (CT.28443) Freehold 4a 3r 39p - Industrial / Factory Site 1,087 1985Persiaran Tasek,Kwsn PerindustrianTasekMukim Ulu Kinta Perak

21 Lot 22548 (CT.8990) Freehold 2a 1r 39p 1 to 38 Industrial / Factory Site 898 1985Persiaran Tasek,Kwsn PerindustrianTasekMukim Ulu Kinta PerakFactory Building

22 Lot 22547 (CT.8448) Freehold 2a 1r 39p 1 to 38 Industrial / Factory Site 2,059 1985Persiaran Tasek,Kwsn PerindustrianTasekMukim Ulu Kinta PerakFactory Building

23 Lot14661 (CT.9236) Freehold 4a 3r 33p - Industrial / Factory Site 1,402 1985Persiaran Tasek,Kwsn PerindustrianTasekMukim Ulu Kinta PerakFactory Building

24 Lot 14662 (G.9002) Freehold 8a 1r 36p 1 to 38 Industrial / Factory Site 2,514 1985Persiaran Tasek,Kwsn PerindustrianTasekMukim Ulu Kinta PerakFactory Building



27 Lot 15031 (G.22300) Freehold 4a 0r 10.79p - Agricultural / Future Development 383 1985Tasek Mukim Ulu Kinta Perak

28 Lot 21989 (G.22303) Freehold 47a 3r 35p - Agricultural / Future Development 757 1985Chemor Mukim Ulu Kinta Perak

29 Lot 1552 (MG.136) Freehold 2a 3r 20p 6 Bulk Terminal / Storage Packing 15,467 1995Sungai Buloh MukimGombak SelangorFactory Building





30 Lot 47435 (QT(R) 2/66) Leasehold 29a 0r 0p 1 to 38 Industrial / Factory Site 110,206 1985Persiaran Tasek, Expiring in 2062Kwsn PerindustrianTasekMukim Ulu Kinta PerakFactory Building

31 Lot PT.59 (HS (D) 1865/83) Leasehold 25a 1r 24.8p 19 Industrial / Storage Yard & Jetty 2,447 1985Kampung Acheh Mukim Expiring in 2082Lumut PerakStore

32 Lot PT.160443 (HS(D)KA 83030) Leasehold 38.77a - Limestone Quarry 31 1985Batu 3 1/2 Jln Kuala Kangsar Expiring in 2030Mukim Ulu Kinta Perak

33 Lot PT.160403,160402 & 160404 Leasehold 3.38a) - Limestone Quarry 43 1985HS(D)KA 83028, 83027 & 83029 Expiring in 2030 25.02a)Batu 3 1/2 Jln Kuala Kangsar 17.31a)Mukim Ulu Kinta Perak

B. OWNED BY POSEK PEMBANGUNAN SDN BERHAD

1 Lot 399 (CT.MK1) Freehold 2a 2r 4p - Vacant Land / Future Development 943 2001Seberang Perai Mukim PeraiPulau Pinang

2 Lot 11954 (CT.5797) Freehold 21a 2r 3p - Commercial Land for Development 3,850 2001Jln Kuala Kangsar MukimUlu Kinta Perak

C. OWNED BY GUNUNG KUANG INDUSTRIAL ESTATE SDN BHD

1 Lot 12397 (GT.15229) Freehold 149a 3r 7p - Agricultural / Future Development 1,221 2001Chemor Mukim Ulu Kinta Perak

2 Lot 15474 (GT.9401) Freehold 15a 1r 2p - Agricultural / Future Development 124 2001Chemor Mukim Ulu Kinta Perak



5 Lot 34057 & 34059 (GT.14286) Freehold 237a 1r 12p - Agricultural / Future Development 2,687 2001Chemor Mukim Ulu Kinta Perak


7 Lot 36233 (GT.16280) Freehold 579a 3r 0p - Agricultural / Future Development 4,727 2001Chemor Mukim Ulu Kinta Perak



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I/We,

of

being a member of Tasek Corporation Berhad, hereby appoint

or failing him

as my/our

proxy to attend and vote for me/us on my/our behalf at the Annual General Meeting of the Company to beheld in Kuala Lumpur on Thursday, 24 October 2002 at 3.00 p.m. or at any adjournment thereof.

My/Our Proxy is to vote as indicated below :-

NO RESOLUTIONS FOR AGAINST

1 To receive the Accounts and Reports for the year ended 30 June 2002

2 To declare a Final Dividend of 7% per share less income tax of 28%

3 To approve the payment of Directors’ fees

4 To re-elect Wrixon Frank Gasteen, who was appointed during the yearunder Article 85 of the Articles of Association

To re-elect the following Directors who retire by rotation under Article 94of the Articles of Association:-

5 Tan Sri Quek Leng Chan

6 Tan Eng Sim

7 Datuk Dr. Hussein Awang

8 Dato’ Shamsul Bahari Bin Salleh Khir

9 To re-appoint Messrs. KPMG as Auditors & authorise the Directors tofix their remuneration

As special business, to approve the following ordinary resolutions:-

10 Authority To Directors to Issue Shares

11 Renewal of Authority for the Purchase of Own Shares by the Company

12 Renewal of Mandate on Recurrent Related Party Transactions

(Please indicate with an “✕ ” or “✓ ” in the appropriate above space how you wish your votes to be cast. If you donot do so, the Proxy will vote or abstain from voting at his discretion).

Number of Shares held

Date 2002 Signature of Shareholder

Notes(1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote on his behalf. A proxy need not be a

member of the Company and Section 149(1)(b) of the Companies Act, 1965 shall not apply.(2) The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or if the

appointor is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised.(3) The Form of Proxy must be deposited at the Registered Office of the Company at Level 5, Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala

Lumpur not less than 48 hours before the time appointed for holding the meeting or adjourned meeting.

PROXY FORM

(BLOCK LETTERS)


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Postage

THE SECRETARY / SETIAUSAHATASEK CORPORATION BERHAD

(4698-W)

Level 5, Wisma Hong Leong,18 Jalan Perak,

50450 Kuala Lumpur

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Documents

PRINCIPAL ACTIVITIES - Tasek Corporation Berhad · has a substantial financial interest except for Tan Sri Quek Leng Chan, ... Dato’ Loh Cheng Yean and Tan Kah Ho, who may be deemed