Annual Report 2008 IPMUDA BERHAD I Annual Report
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IPMUDA BERHAD (22146-T) IPMUDA BERHAD I Annual ReportIPMUDA BERHAD I Annual 2008 Annual Report 2008 IPMUDA BERHAD (22146-T) 9th Floor, Maju Tower, No. 1001, Jalan Sultan Ismail, 50250 Kuala Lumpur. Malaysia Tel : +603 2719 2828 Fax : +603 2719 2818 THE BUILDING MATERIALS PEOPLE Contents Contents Notice of Annual General Meeting 6 Statement Accompanying Notice of Annual General Meeting 8 Corporate Data 9 Directors’ Profile 10 Operations Structure 15 Chairman’s Statement 16 Corporate Governance Statement 19 Audit Committee Report 23 Statement on Internal Control 27 Financial Statements 29 List of Properties Held 97 Statement of Shareholdings 101 Form of Proxy Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 SUPPLIER OF CHOICE RECYCLABLE CONSTRUCTION INDUSTRY CONNECTOR Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 STRENGTH & DURABILITY RECYCLABLE STEEL CONNECTIONS Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 LATEST DESIGNS STYLE MEETS FUNCTION LIFESTYLE HOMES Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 SPECIALIST THE BUILDING MATERIALS PEOPLE Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the Thirty-Fourth Annual General Meeting of Ipmuda Berhad will be held at Crystal 2, Impiana Casuarina Hotel, Ipoh, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan, Malaysia, on Tuesday 23 June 2009 at 9.00 a.m. for the following purposes : - AS ORDINARY BUSINESS 1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2008 and the Directors’ and Auditors’ Reports thereon. (Resolution 1 ) 2. To declare a First and Final dividend of 3.0% less income tax at 25% for the year ended 31 December 2008. (Resolution 2 ) 3. To approve the payment of Directors’ Fees for the year ended 31 December 2008. (Resolution 3 ) 4. To re-elect the following Directors retiring under Article 101 of the Company’s Articles of Association: (a) Dato’ Lim Heng Suan (Resolution 4 ) (b) Dato’ Lim Ah Lai (Resolution 5 ) (c) Dato’ Mohamed Fuad bin Yon (Resolution 6 ) 5. To appoint Auditors and to authorise the Directors to fix their remuneration. (Resolution 7 ) AS SPECIAL BUSINESS 6. To consider and, if thought fit, to pass the following Ordinary Resolution: Authority to the Directors to issue and allot shares pursuant to Section 132D of the Companies Act, 1965 “THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental/regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue and allot shares in the Company at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval from Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” (Resolution 8 ) 7. To transact any other business of which due notice shall have been received. Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 NOTICE OF ANNUAL GENERAL MEETING NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT DATES NOTICE IS ALSO HEREBY GIVEN that, subject to the approval of the shareholders at the 34th Annual General Meeting to be held on 23 June 2009, the First and Final Dividend of 3.0% less 25% income tax in respect of the financial year ended 31 December 2008, will be paid on 20 August 2009. The entitlement date shall be fixed on 24 July 2009. A depositor shall qualify for entitlement to the dividend only in respect of:- a) Shares deposited into Depositor’s Securities Account before 12.30 pm on 22 July 2009. (In respect of shares which are exempted from mandatory deposit); b) Shares transferred into the Depositor’s Securities Account before 4.00 pm on 24 July 2009 in respect of transfers; and c) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia Securities Berhad. BY ORDER OF THE BOARD CHAN LAI CHOON Secretary Ipoh, 29 May 2009 NOTES: 1) A member of the Company entitled to attend and vote at the abovementioned meeting is entitled to appoint one proxy but not more than two proxies, to attend and vote in his stead. Such proxy need not be a member of the Company, and where there are two proxies, the number of shares to be represented by each proxy must be stated. 2) The instrument appointing a proxy, in the case of an individual, shall be signed by the appointer or by his attorney duly authorised in writing, and in the case of a corporation, shall be either given under its common seal or under the hand of an officer or attorney of the corporation duly authorised. 3) The instrument appointing the proxy must be deposited at the Registered Office of the Company at Bangunan Ipmuda, 12 Jalan Datoh, 30000 Ipoh, Perak Darul Ridzuan, Malaysia, not less than forty-eight (48) hours before the time set for holding the meeting or any adjournment thereof. 4) Explanatory Note on Special Business to be transacted: The Ordinary Resolution 8 is proposed pursuant to Section 132D of the Companies Act, 1965, and if passed, will empower the Directors of the Company from the date of the above Annual General Meeting, authority to issue and allot shares from the unissued share capital of the Company for such purposes as the Directors deem fit and in the interest of the Company. This authority will, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING STATEMENT accompanying Notice of Thirty-Fourth Annual General Meeting of the Company pursuant to paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad: Name of Directors who are standing for re-election: a) Dato’ Lim Heng Suan b) Dato’ Lim Ah Lai c) Dato’ Mohamed Fuad bin Yon Dato’ Lim Heng Suan and Dato’ Lim Ah Lai shareholdings are set out in page 103 of this Annual Report. Dato’ Mohamed Fuad bin Yon do not have any shareholdings in the Company. The profile of all these Directors are set out in pages 11, 13 and 14 of this Annual Report. Ipmuda Berhad Ipmuda Berhad Annual Report 2008 Annual Report 2008 CORPORATE DATA BOARD OF DIRECTORS REGISTERED OFFICE Tan Sri Abu Sahid bin Mohamed Bangunan Ipmuda Executive Chairman 12 Jalan Datoh 30000 Ipoh Dato’ Abu Talib bin Mohamed Perak Darul Ridzuan Deputy Chairman Tel : 05-253 8030 Fax : 05-255 7727 Dato’ Lim Heng Suan Managing Director/Chief Executive Officer REGISTRAR Symphony Share Registrars Sdn. Bhd. Mr Tai Ah Chai Level 26, Menara Multi Purpose Executive Director Capital Square No. 8 Jalan Munshi Abdullah Dato’ Mohamed Fuad bin Yon 50100 Kuala Lumpur Non-Independent Non-Executive Director Tel : 03-2721 2222 Fax : 03-2721 2530 / 2721 2531 Dato’ Ahmad Bakri bin Shabdin Independent Non-Executive Director AUDITORS Horwath Dato’ Siew Mun Chuang Level 16 Tower C Independent Non-Executive Director Megan Avenue II 12 Jalan Yap Kwan Seng Dato’ Lim Ah Lai 50450 Kuala Lumpur Independent Non-Executive Director Malaysia Dato’ Maarof bin H.A. Rahman Senior Independent Non-Executive Director PRINCIPAL BANKERS Encik Mohd Fauzi bin Yon Bank Islam Malaysia Berhad (Alternate Director to Tan Sri Abu Sahid bin Mohamed) Bank Muamalat Malaysia Berhad CIMB Bank Berhad Malayan Banking Berhad SECRETARY HSBC Bank Malaysia Berhad RHB Investment Bank Berhad Chan Lai Choon MAICSA 0809269 Standard Chartered Bank Malaysia Berhad STOCK EXCHANGE LISTING Bursa Malaysia Securities Berhad Main Board (Stock Code: 5673) HOMEPAGE www.ipmuda.com.my Ipmuda Berhad Ipmuda Berhad 10 Annual Report 2008 Annual Report 2008 DIRECTORS’ PROFILE TAN SRI ABU SAHID BIN MOHAMED Executive Chairman (Age 57, Malaysian) Tan Sri Abu Sahid bin Mohamed was appointed to the Board on 22 April 1997. He is a Member of the Executive Committee and Investment Committee. Tan Sri Abu Sahid is presently the Group Executive Chairman of the Maju Group of Companies In 1977, he started his first company, Maju Alat Ganti Sdn Bhd (“MAG”) which was involved in the trading of motor spare parts. Subsequently, MAG became the biggest Malay spare parts company, dealing with both the private sector and the Government. He was Vice President of the Selangor and Federal Territory Engineering and Motor Parts Traders Association, a position he held from 1985 to 1987. He is now the Honorary President of the Association. Since then, Tan Sri Abu Sahid’s business interests have broadened. The Group’s portfolio is well diversified and at present, its activities include construction and property development, manufacturing of steel products and furniture, trading and distribution of building materials, infrastructure, shipping, resorts as well as engineering and security services. Tan Sri Abu Sahid is the managing director of Maju Expressway Sdn Bhd, which has been given the Concession for the new highway directly linking Kuala Lumpur to Putrajaya and subsequently onwards to the Kuala Lumpur International Airport. He is a major shareholder of Ipmuda. Tan Sri Abu Sahid is the Executive Chairman of Perwaja Holdings Berhad and Bright Focus Berhad, Chairman of Kinsteel Bhd, a director of MTH Power Berhad and an alternate director in Pulai Springs Berhad.