Advancing Infrastructure Since 1955 Yeoh Tiong Lay Plaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur Malaysia
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Kuala Lumpur, Malaysia Australia United Kingdom YTL CORPORATION BERHAD 92647-H ANNUAL REPORT 2002 YTL Corporation Berhad 92647-H advancing infrastructure since 1955 Yeoh Tiong Lay Plaza 55 Jalan Bukit Bintang 55100 Kuala Lumpur Malaysia tel 603 2142 6633 fax 603 2141 2703 web www.ytlcommunity.com the journey continues… REVENUE PROFIT BEFORE PROFIT AFTER TAXATION TAXATION 98 99 00 01 02 98 99 00 01 02 98 99 00 01 02 PROFIT AFTER TAXATION SHAREHOLDERS’ FUNDS EARNINGS AND MINORITY INTEREST PER SHARE (SEN) 98 99 00 01 02 98 99 00 01 02 98 99 00 01 02 DIVIDEND TOTAL ASSETS NET TANGIBLE ASSETS PER SHARE (SEN) PER SHARE (RM) 98 99 00 01 02 98 99 00 01 02 98 99 00 01 02 FINANCIAL HIGHLIGHTS RM’ 000 1998 1999 2000 2001 2002 Revenue 2,358,500 2,119,350 2,109,698 2,326,045 2,567,941 Profit before taxation 598,500 705,382 735,214 721,959 797,553 Profit after taxation 412,474 630,184 551,140 542,158 586,483 Profit after taxation & minority interest 268,289 411,843 382,516 330,871 362,365 Shareholders’ funds 3,428,299 3,801,495 4,090,060 4,139,824 4,609,102 Earnings per share (sen) 18.26 27.71 25.69 22.49 24.99 Dividend per share (sen) 2.5 10.00 5.0 5.0 7.5 Total assets 8,553,300 9,488,378 10,107,436 10,516,834 20,534,760 Net tangible assets per share (RM) 2.76 3.04 2.70 2.73 3.00 a leading integrated infrastructure development corporation CONTENTS Corporate 5 I Notice of Annual General Meeting 9 I Notice of Book Closure 11 I Statement Accompanying Notice of Nineteenth Annual General Meeting 12 I Corporate Information 14 I Profile of the Board of Directors 20 I Statement of Directors’ Responsibilities 21 I Audit Committee Report 24 I Chairman’s Statement I Operations Review 34 I Power Generation 38 I Integrated Water & Sewerage Facilities 42 I Cement Manufacturing Financial Statements 46 I Construction Contracting 98 I Directors’ Report 50 I Property Development 113 I Statement by Directors 54 I Hotel Development & Management 113 I Statutory Declaration 58 I IT & e-Commerce Initiatives 114 I Auditors’ Report 62 I Statement on Corporate Governance 115 I Income Statements 69 I Statement on Internal Control 116 I Balance Sheets 74 I Corporate Events 118 I Consolidated Statement of Changes in Equity 78 I Analysis of Share/Warrant Holdings 120 I Statement of Changes in Equity 84 I Statement of Directors’ Interests 121 I Cash Flow Statements 88 I List of Properties 129 I Notes to the Financial Statements world-class products & services at third-world prices the journeycontinues… 4, 5 NOTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN THAT THE NINETEENTH ANNUAL GENERAL MEETING OF YTL CORPORATION BERHAD WILL BE HELD AT STARHILL 2, LEVEL 4, JW MARRIOTT HOTEL KUALA LUMPUR, 183 JALAN BUKIT BINTANG, 55100 KUALA LUMPUR ON WEDNESDAY, THE 18TH DAY OF DECEMBER , 2002 AT 3.00PM TO TRANSACT THE FOLLOWING BUSINESS:- AS ORDINARY BUSINESS 4 To re-elect the following Directors ORDINARY RESOLUTION 2 1 To receive the Audited Financial who retire pursuant to Section 7 Proposed Authority to Allot Statements for the year ended 129(6) of the Companies Act, Shares Pursuant to Section 132D 30 June 2002 together with 1965 and to hold office until the of the Companies Act, 1965 the Reports of the Directors and next Annual General Meeting:- “THAT subject to the Companies Auditors thereon; Act, 1965 and the Articles RESOLUTION 1 i Y Bhg Tan Sri Dato’ Seri (Dr) of Association of the Company, Yeoh Tiong Lay the Directors be and are hereby 2 To sanction the declaration of RESOLUTION 6 authorised to allot and issue a First and Final Dividend of 15% ii Y Bhg Dato’ (Dr) Yahya Bin Ismail shares in the Company at any gross less Malaysian Income Tax RESOLUTION 7 time until the conclusion of the in respect of the financial year next Annual General Meeting and ended 30 June 2002; 5 To re-appoint the Auditors and upon such terms and conditions RESOLUTION 2 to authorise the Directors to fix and for such purposes as the their remuneration. Directors may, in their absolute 3 To re-elect the following RESOLUTION 8 discretion, deem fit provided Directors who retire pursuant that the aggregate number to Article 77 of the Company’s AS SPECIAL BUSINESS of shares to be issued does not Articles of Association:- To consider and, if thought fit, exceed ten per centum (10%) pass the following resolutions:- of the issued and paid-up share i Y Bhg Dato’ Yeoh Seok Hong capital of the Company for the RESOLUTION 3 ORDINARY RESOLUTION 1 time being and that the Directors ii Y Bhg Mej Jen (B) Dato’ Haron 6 Directors’ Fee be and are also empowered to Bin Mohd Taib “ THAT the payment of obtain the approval for the listing RESOLUTION 4 a Directors’ Fee amounting and quotation for the additional iii Tuan Syed Abdullah Bin Syed Abd. to RM220,000.00 for the financial shares so issued on the Kadir year ended 30 June 2002 be and Kuala Lumpur Stock Exchange.” RESOLUTION 5 is hereby approved.” RESOLUTION 10 RESOLUTION 9 NOTICE OF ANNUAL GENERAL MEETING (CONT’D) ORDINARY RESOLUTION 3 as the Directors may deem fit 8 Proposed Issue of Annual Report and expedient in the interests In CD-ROM Format of the Company (“the Proposed “THAT subject to the compliance Share Buy-Back”) provided that:- with the requirements of Kuala Lumpur Stock Exchange a The maximum number of and any other relevant authorities, shares which may be if any, the Company be and purchased and/or held by the is hereby authorised to issue Company at any point of time its Annual Report in CD-ROM pursuant to the Proposed Format for the financial year Share Buy-Back shall not ending 30 June 2003 and that exceed ten per centum (10%) the approval given by the of the total issued and paid-up shareholders of the Company shall share capital of the Company be subject to renewal at the next for the time being quoted on Annual General Meeting.” the KLSE provided always that RESOLUTION 11 in the event that the Company ceases to hold all or any part ORDINARY RESOLUTION 4 of such shares as a result of, 9 Proposed Share Buy-Back amongst others, cancellation “THAT subject to the Company’s of shares, sale of shares on compliance with all applicable the market of the KLSE or rules, regulations, orders distribution of treasury shares and guidelines made pursuant to shareholders as dividend in to the Companies Act, 1965, respect of shares bought back the provisions of the Company’s under the previous Memorandum and Articles of shareholders’ mandate Association and the requirements for share buy-back which was of the Kuala Lumpur Stock obtained at the Annual General Exchange (“KLSE”) and the Meeting held on 28 December approvals of all relevant 2001, the Company shall be authorities, the Company be entitled to further purchase and is hereby authorised, to the and/or hold such additional fullest extent permitted by law, number of shares as shall to buy-back and/or hold from time (in aggregate with the shares to time and at any time such then still held by the Company) amount of ordinary shares of not exceed ten per centum RM0.50 each in the Company (10%) of the total issued and as may be determined by the paid-up share capital of the Directors of the Company from Company for the time being time to time through the KLSE quoted on the KLSE; upon such terms and conditions the journeycontinues… 6, 7 b The maximum amount of funds AND THAT such authority shall to be allocated by the Company commence upon the passing of this pursuant to the Proposed Share resolution, until the conclusion of the Buy-Back shall not exceed the next Annual General Meeting of the sum of retained profits and the Company or the expiry of the period share premium account of the within which the next Annual Company based on its latest General Meeting is required by law audited financial statements to be held unless revoked or varied available up to the date of a by Ordinary Resolution of the transaction pursuant to the shareholders of the Company Proposed Share Buy-Back. in general meeting but so as not to As at 30 June 2002, the prejudice the completion of audited Retained Profits and a purchase made before such expiry Share Premium Account of date; the Company were RM1,475,218,743.00 and AND THAT the Directors RM549,073,205.00 of the Company be and are respectively; and hereby authorised to take all steps as are necessary or c The shares purchased by the expedient to implement or Company pursuant to the to give effect to the Proposed Proposed Share Buy-Back may Share Buy-Back with full powers be dealt with in all or any of the to amend and/or assent to any following manner (as selected conditions, modifications, by the Company):- variations or amendments (if any) as may be imposed by the i the shares so purchased relevant governmental/regulatory may be cancelled; and/or authorities from time to time and ii the shares so purchased with full power to do all such acts may be retained in treasury and things thereafter in for distribution as dividend accordance with the Companies to the shareholders and/or Act, 1965, the provisions of the resold on the market of the Company’s Memorandum and KLSE and/or subsequently Articles of Association and the cancelled; and/or requirements of the KLSE and iii part of the shares so all other relevant governmental/ purchased may be retained regulatory authorities.” as treasury shares with the RESOLUTION 12 remainder being cancelled.