Annual Repor T 2007
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ANNUAL REPORT ANNUAL REPORT (320888-T) 22nd Floor, Menara Uni.Asia, No. 1008, Jalan Sultan Ismail 50250 Kuala Lumpur, Malaysia 2007 Tel : 603-2776 6188 Fax : 603-2692 1399 Website : www.malton.com.my (320888-T) CORPORATE INFORMATION P.02 CORPORATE STRUCTURE P.03 BOARD OF DIRECTORS P.04 CHAIRMAN’S STATEMENT P.07 OPERATIONS REVIEW P.10 GROUP FIVE-YEAR SUMMARY P.15 STATEMENT ON CORPORATE GOVERNANCE P.16 AUDIT COMMITTEE REPORT P.22 P.25 FINANCIAL STATEMENTS P.80 PARTICULARS OF PROPERTIES P.82 STATEMENT OF SHAREHOLDERS P.85 NOTICE OF ANNUAL GENERAL MEETING P.89 STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING P.91 PROXY FORM contents Malton Berhad (320888-T) P.02 Annual Report 2007 CORPORATE INFORMATION BOARD OF DIRECTORS Datuk Lim Siew Choon Datin Tan Kewi Yong Executive Chairman Executive Director Guido Paul Philip Joseph Ravelli Lee Tuck Fook Deputy Chairman / Managing Director Independent Non-Executive Director Chua Thian Teck Liew Yuet Siong Executive Director Executive Director Hj Ahmad bin Hj Ismail, PJK Independent Non-Executive Director AUDIT COMMITTEE COMPANY SECRETARY AUDITORS Guido Paul Philip Joseph Ravelli Hor Shiow Jei Deloitte & Touche, Chartered Accountants Chairman of Committee CHS Tan & Co, Chartered Accountants Chua Thian Teck Member of Committee REGISTERED OFFICE 22nd Floor, Menara Uni.Asia PRINCIPAL BANKERS Hj Ahmad bin Hj Ismail, PJK No. 1008, Jalan Sultan Ismail EON Bank Berhad Member of Committee 50250 Kuala Lumpur OCBC Bank (Malaysia) Berhad Tel : 603-2776 6188 RHB Bank Bhd Fax : 603-2692 1399 REMUNERATION COMMITTEE Alliance Bank Malaysia Berhad AmBank Berhad Guido Paul Philip Joseph Ravelli Chairman of Committee SHARE REGISTRAR Chua Thian Teck Shareworks Sdn Bhd STOCK EXCHANGE LISTING Member of Committee No. 10-1, Jalan Sri Hartamas 8 Main Board of Bursa Hj Ahmad bin Hj Ismail, PJK Sri Hartamas Malaysia Securities Berhad Member of Committee 50480 Kuala Lumpur Tel : 603-6201 1120 NOMINATING COMMITTEE Fax : 603-6201 3121 COMPANY WEBSITE Guido Paul Philip Joseph Ravelli www.malton.com.my Chairman of Committee Hj Ahmad bin Hj Ismail, PJK Member of Committee Malton Berhad (320888-T) Annual Report 2007 P.03 CORPORATE STRUCTURE KHUAN CHOO KHUAN CHOO 100% REALTY SDN BHD 100% DEVELOPMENT SDN BHD PEMBINAAN GAPADU 100% GAPADU DEVELOPMENT 100% SDN BHD SDN BHD ASIA-CONDO KUALA LUMPUR 100% CORPORATION SDN BHD 100% PAVILION SDN BHD REGAL MARVEL MALTON ASSETS 100% CONSTRUCTION SDN BHD 100% LIMITED PERAK FRUITS & SILVER SETUP DEVELOPMENT 100% SDN BHD 51% MALTON ASIA CORPORATION SDN BHD 100% LIMITED GAPADU HARTA 100% SDN BHD EHSAN ARMADA 100% SDN BHD HORIZONTAL 100% PROMENADE SDN BHD KHUAN CHOO PROPERTY 100% MANAGEMENT SDN BHD RENTAK SEJATI 100% SDN BHD MALTON DEVELOPMENT 100% SDN BHD KHUAN CHOO 100% SDN BHD BUKIT RIMAU 100% DEVELOPMENT SDN BHD MELARIANG INTERPILE (M) 100% SDN BHD 100% SDN BHD KUMPULAN GAPADU 100% SDN BHD DOMAIN RESOURCES DMP CONSTRUCTION 100% SDN BHD 100% SDN BHD DOMAIN PROPERTY LAYAR RAYA 100% SERVICES SDN BHD 100% SDN BHD 100% DOMAIN EPC 100% BEIJING MALTON INVESTMENT SDN BHD CONSULTANCY LTD DOMAIN PROJECT 100% MANAGEMENT SDN BHD DOMAIN STABLE 51% CONSTRUCTION SDN BHD Malton Berhad (320888-T) P.04 Annual Report 2007 BOARD OF DIRECTORS DATUK LIM SIEW CHOON Malaysian / Executive Chairman Datuk Lim Siew Choon, age 47, received his tertiary education in the United States of America and graduated with a Degree in Business Administration and Finance from University of Central Oklahoma. He has been involved in the property development and construction industries for more than 25 years. He was appointed the Executive Chairman of Malton Berhad on 15 February 2001. He attended all five board meetings held during the financial year ended 30 June 2007. His spouse, Datin Tan Kewi Yong is an Executive Director of Malton Berhad. He does not have any conflict of interest with Malton Berhad other than the disclosures made under Related Party Transactions in the Financial Statements which appear on pages 64 to 65 of this Annual Report. He does not hold any securities in Malton Berhad other than the disclosure made under Directors’ Interests in the Financial Statements which appears on page 28 of this Annual Report. He has no convictions for offences within the past 10 years. GUIDO PAUL PHILIP JOSEPH RAVELLI British / Deputy Chairman/Independent Non-Executive Director Mr Guido Paul Philip Joseph Ravelli, age 56, studied civil engineering at King’s College, University of London and graduated with a Bachelor of Science (Hons) degree in Civil Engineering. He furthered his studies at Ecole Centrale des Arts et Manufacturers, Paris and was later conferred Master of Science in Engineering. He began his career with a major building contractor in Paris and later elected to pursue an international career in the field of construction. He has more than 30 years of experience in the development, implementation and management of buildings, public works and Build/Operation/Transfer projects in France, Portugal, Hong Kong SAR and Malaysia. In year 2000, the President of France conferred a national honour on him by making him, a Chevalier de l’Ordre National du Merite, in recognition of his contribution to the profession and to Franco-Asian business relations. He was first appointed an Independent Non-Executive Director on 1 March 2002. He is the Chairman of the Audit Committee and also sits in the Nominating Committee and Remuneration Committee. He was appointed the Deputy Chairman of Malton Berhad on 6 November 2002. He also sits on the Board of Directors of Ibraco Berhad. He attended all five board meetings held during the financial year ended 30 June 2007. He has no family relationship with any of the Directors and/or major shareholders of Malton Berhad. He does not have any conflict of interest with Malton Berhad. He has no convictions for offences within the past 10 years. He does not hold any securities in Malton Berhad. Malton Berhad (320888-T) Annual Report 2007 P.05 BOARD OF DIRECTORS cont’d DATIN TAN KEWI YONG Malaysian / Executive Director Datin Tan Kewi Yong, age 51, pursued her tertiary education in the United Kingdom specialising in Business Studies. In her 24 years experience in marketing, finance and human resources management, she has been instrumental in setting up various successful business ventures. Her initial involvement was trading and distribution line and over the years, her scope of involvement has extended to cover many other industries. She was appointed an Executive Director of Malton on 19 February 2002. She attended all five board meetings held during the financial year ended 30 June 2007. Her spouse, Datuk Lim Siew Choon is the Executive Chairman and major shareholder of Malton Berhad. She does not have any conflict of interest with Malton Berhad other than the disclosure made under Related Party Transactions in the Financial Statements which appear on pages 64 to 65 in this Annual Report. She has no convictions for offences within the past 10 years. She does not hold any securities in Malton Berhad. LEE TUCK FOOK Malaysian / Managing Director Mr Lee Tuck Fook, age 53, holds a Master in Business Administration from the International Management Centre in the United Kingdom and is a member of the Malaysian Institute of Certified Public Accountants. He served as a partner in charge of consulting in KPMG Peat Marwick from 1986 to 1990 before joining Samling Corporation Sdn Bhd in 1990 as its Vice-President of Plywood Division. In 1992, he joined Renong Overseas Corporation Sdn Bhd as Managing Director and subsequently in 1994 joined Peremba Kentz International Ltd as Chairman of the Finance Committee and Chairman of Special Committee of Directors. He joined Cement Industries of Malaysia Berhad (CIMA) as Managing Director in 2001. He also sat on the Board of Directors of Landmarks Berhad until his resignation on 24 October 2007. He was appointed an Executive Director of Malton Berhad on 2 June 2003 and the Managing Director on 12 December 2003. He attended all five board meetings held during the financial year ended 30 June 2007. He has no family relationship with any Directors and/or major shareholders of Malton Berhad. He does not have any conflict of interest with Malton Berhad. He has no convictions for offences within the past 10 years. He does not hold any securities in Malton Berhad. CHUA THIAN TECK Malaysian / Executive Director Mr Chua Thian Teck, age 48, is a Fellow Member of the Association of Chartered Certified Accountants. He has more than 23 years of experience in accounting and financial services and manufacturing industry and in the course of his career, has acquired valuable knowledge particularly in corporate planning and finance. He was attached to two investment banks and was involved in corporate restructuring, capital and funding issues, privatisations, initial public offerings, merger and acquisitions and other corporate advisory services. He was appointed an Executive Director of Malton Berhad on 25 September 2002. He is a member of the Audit Committee and Remuneration Committee. He attended all five board meetings held during the financial year ended 30 June 2007. He has no family relationship with any of the Directors and/or major shareholders of Malton Berhad. He does not have any conflict of interest with Malton Berhad. He has no convictions for offences within the past 10 years. He does not hold any securities in Malton Berhad. Malton Berhad (320888-T) P.06 Annual Report 2007 BOARD OF DIRECTORS cont’d LIEW YUET SIONG Malaysian / Executive Director Mr Liew Yuet Siong, age 49, holds a Bachelor of Science (Honours), Civil & Structural Engineering degree from University of Cardiff, Wales and a Masters in Business Administration (MBA) from University of Sheffield. He is a member of the Institution of Engineers, Malaysia.