Emico-Annual-Report-2012.Pdf
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CONTENTS Corporate Information 02 Board of Directors’ Profile 03 Corporate Structure 05 Audit Committee 06 Corporate Governance Statement 09 Statement on Internal Control 13 Other Compliance Statements 15 Chairman’s Statement 16 Directors’ Report 22 Statement by Directors 26 Independent Auditors’ Report 27 Statements of Financial Position 29 Statements of Comprehensive Income 31 Statements of Changes in Equity 32 Statements of Cash Flows 35 Notes to the Financial Statements 38 Analysis of Shareholdings 110 List of Properties 114 Notice of Annual General Meeting 115 Proxy Form 01 ANNUAL REPORT 2012 CORPORATE INFORMATION DIRECTORS LIM TEIK HIAN I EXECUTIVE CHAIRMAN I JIMMY ONG CHIN KENG I MANAGING DIRECTOR I LIM TECK CHYE I EXECUTIVE DIRECTOR I WONG SEW YUN I NON EXECUTIVE DIRECTOR I NG CHEE KONG I NON EXECUTIVE DIRECTOR I WONG THAI SUN I NON EXECUTIVE DIRECTOR I SECRETARIES LEE PENG LOON P’NG CHIEW KEEM REGISTERED OFFICE 51-21-A MENARA BHL BANK JALAN SULTAN AHMAD SHAH 10050 PENANG TEL : (60) 4 210 8833 FAX : (60) 4 210 8831 SHARE REGISTRAR TRICOR INVESTOR SERVICES SDN BHD (118401-V) LEVEL 17, THE GARDENS NORTH TOWER MID VALLEY CITY, LINGKARAN SYED PUTRA 59200 KUALA LUMPUR, MALAYSIA TEL: (60) 3 2264 3883 FAX: (60) 3 2282 1886 AUDIT COMMITTEE WONG THAI SUN I CHAIRMAN AND INDEPENDENT NON EXECUTIVE DIRECTOR I NG CHEE KONG I INDEPENDENT NON EXECUTIVE DIRECTOR I WONG SEW YUN I INDEPENDENT NON EXECUTIVE DIRECTOR I PRINCIPAL BANKERS CIMB BANK BERHAD (13491-P) HSBC BANK MALAYSIA BERHAD (127776-V) MALAYAN BANKING BERHAD (3813-K) AUDITORS BDO CHARTERED ACCOUNTANTS 51-21-F MENARA BHL BANK JALAN SULTAN AHMAD SHAH 10050 PENANG STOCK EXCHANGE LISTING BURSA MALAYSIA MAIN MARKET STOCK NAME EMICO STOCK CODE 9091 SECTOR CONSUMER PRODUCTS 02 ANNUAL REPORT 2012 BOARD OF DIRECTORS’ PROFILE from right to left : Mr Lim Teck Chye, Mr Ng Chee Kong, Mr Jimmy Ong Chin Keng, Mr Lim Teik Hian, Mr Wong Sew Yun, Mr Wong Thai Sun LIM TEIK HIAN I Executive Chairman Mr Lim Teik Hian, a Malaysian aged 45 was appointed to the Board on 16 February 1996. He has a Diploma in Business Administration from Australia Business College, Melbourne, Australia. Upon graduation, he joined the Company in 1989 as the Marketing Manager and was responsible for the development of domestic market for Emico. At a later stage, he was involved in the general management of the manufacturing concern and was instrumental in the commissioning of modern manufacturing facilities for Emico Group. He was re-designated as Executive Chairman on 24 March 2009. He and his younger brother, Mr Lim Teck Chye sits on the Board of the Company as Executive Director. He is a member of Emico’s Nominating Committee. Other than as disclosed in the related party transactions in Note 36 of the Financial Statements, he has no other conflict of interest. Mr Lim has not been convicted of any offence in the past 10 years and has attended all Board meetings held during the financial period. JIMMY ONG CHIN KENG I Managing Director Mr Jimmy Ong Chin Keng, a Malaysian aged 49 was appointed to the Board on 16 February 1996. He is a Chartered Accountant and holds a professional qualification from the Malaysian Institute of Certified Public Accountants and is a member of Malaysian Institute of Accountants. He joined Emico Group in February 1993 as the Financial Controller and rose to the rank of Finance Director in 1996 and re-designated as Managing Director on 23 January 2009. Mr Ong has an extensive experience and knowledge in the field of accounting, finance, corporate finance, manufacturing and property development. Prior to his engagement in Emico, he served in two international accounting firms namely PriceWaterhouseCoopers and KPMG for a total of 8 years. Mr Ong has no family relationship with any Director/Substantial shareholders. He is a member of Emico’s Remuneration Committee and sits on the Board of several private limited companies. Other than as disclosed in the related party transactions in Note 36 of the Financial Statements, he has no other conflict of interest. Mr Ong has not been convicted of any offence in the past 10 years and has attended all Board meetings held during the financial period. 03 ANNUAL REPORT 2012 BOARD OF DIRECTORS’ PROFILE LIM TECK CHYE I Executive Director Mr Lim Teck Chye, a Malaysian aged 38, was appointed to the Board on 11 May 2004. He graduated from University of Toledo, Ohio, USA in Bachelor of Science in Engineering and Master of Science in Industrial Engineering. Upon graduation, he joined Fuji Lift & Escalator Manufacturing Sdn. Bhd. (formerly known as Northern Elevator Manufacturing Sdn Bhd) as its Marketing Manager in July 1997. In mid 1998, he was transferred abroad to set up an elevator manufacturing plant in Fujian province, China. The China factory is in full operation since July 1999 and has obtained ISO 9001:2000 quality certification. He was appointed to the Board of NEB Development Berhad formerly known as Northern Elevator Berhad as the Executive Director in October 1999 and has held the position since then. He and his brother, Mr Lim Teik Hian sits on Board of the Company as Executive Director and Executive Chairman respectively. Other than as disclosed in the related party transactions in Note 36 of the Financial Statements, he has no other conflict of interest. Mr Lim has not been convicted of any offence in the past 10 years and has attended 5 out of 6 Board meetings held during the financial period. NG CHEE KONG I Independent and Non-Executive Director Mr Ng Chee Kong, a Malaysian aged 69 is an Independent Non-Executive Director of the Company. He was appointed to the Board on 24 May 1999 and is a member of the Audit and the Remuneration Committee. He also sits as the Chairman of the Nominating Committee. He received his early education in Penang and joined the banking profession with a major local bank until his retirement 36 years later. During his tenure with the bank, he obtained a Diploma in Marketing & Selling Bank Services conferred by The International Management Centres, Buckingham, England. Mr Ng has not been convicted of any offence in the past 10 years and has attended all Board meetings held during the financial period. WONG SEW YUN I Independent and Non-Executive Director Mr Wong Sew Yun, a Malaysian aged 56 was appointed to the Board on 14 January 1995. He has been involved in business for more than 28 years. He has his own business operating a transportation company plying East, West Malaysia and Indonesia. He is also involved in ceramic wares business and sits on the Board of several private limited companies. Mr Wong has not been convicted of any offence in the past 10 years and has attended all Board meetings held during the financial period. WONG THAI SUN I Independent and Non-Executive Director Mr Wong Thai Sun, a Malaysian aged 57 was appointed to the Board on 26 December 2008. He holds a Bachelor of Economics and Accountancy from Australia National University. He is a member of the Malaysian Institute of Accountants and the Certified Public Accountants, Australia. He has public practice experience in accountancy for over 20 years in Malaysia and in overseas and is currently having his own public practice firm, which is Wong Thai Sun & Associates. He is also a director of D’Nounce Technology Bhd and Suiwah Corporation Bhd. Mr Wong has not been convicted of any offence in the past 10 years and has attended all Board meetings held during the financial period. 04 ANNUAL REPORT 2012 CORPORATE STRUCTURE AS AT 31 MARCH 2012 PROPERTY DEVELOPMENT & INVESTMENT 100% Emico Development Sdn Bhd 100% Emico Capital Sdn Bhd 71% Mercu Tanah Langkawi Sdn Bhd 60% NEB Development Berhad 49.7% Operasi Tembaga Sdn Bhd 39.8% PKB - Operasi Tembaga Sdn Bhd 60%** NEB Pacific Sdn Bhd 60% ** Unic Builders Sdn Bhd 50% ** Panashiba Industries (M) Sdn Bhd EMICO HOLDINGS B E R H A D TRADING 100% Emico Asia Sdn Bhd 51% Emico Melaka Sdn Bhd 100% ** Emico Newk Sdn Bhd MANUFACTURING Consumer Products 100% Emico Penang Sdn Bhd 100% Emico Marketing Sdn Bhd 100% Emico Metalizing Sdn Bhd 100%** Emico Creative Design Sdn Bhd 100%** Emico Tools Sdn Bhd 53.3%** Standard Trend Apparel Industries Sdn Bhd 24.5%** PT Panashiba Industries, Indonesia Lifts and Escalators 24%** Asian Elevator (M) Sdn Bhd 18%** Jiangnan Escalator (M) Sdn Bhd Subsidiary Companies Associated Companies ** Dormant / Inactive 05 ANNUAL REPORT 2012 AUDIT COMMITTEE The Board has appointed the Audit Committee to assist the Board in discharging its duties of maintaining a sound system of internal controls to safeguard shareholders’ investment and the Group’s assets. TERMS OF REFERENCE • Purpose The primary objective of the Audit Committee (as a sub-committee of the Board) is to assist the Board in the effective discharge of its fiduciary responsibilities for corporate governance, financial reporting and internal control. • Reporting Responsibilities The Audit Committee will report to the Board on the nature and extent of the functions performed by it and may make such recommendations to the Board on any audit and financial reporting matters as it may think fit. • Attendance at Meeting The head of finance, the head of internal audit and a representative of external audit shall normally attend meetings. The Company Secretary shall be the Secretary of the Audit Committee. Other board members or employees may be invited to brief the Audit Committee on issues that are incorporated into the agenda. • Frequency of Meeting The Committee will meet as frequently as the Chairman shall decide, with due notice of issues to be discussed and shall record its conclusions whilst discharging its duties and responsibilities.