Annual Report FY2014
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ECONPILE HOLDINGS BERHAD (1017164-M) 2014 ANNUAL REPORT Piling and Foundation Specialist VISION TO BE THE LEADING PILING AND FOUNDATION SPECIALIST IN MALAYSIA RECOGNISED FOR CONSISTENT TIMELY DELIVERY OF INNOVATIVE, HIGH QUALITY AND COST EFFECTIVE SOLUTIONS. OVERVIEW Established in 1987, Econpile has grown from strength to strength and became one of the leading piling and foundation specialists in Malaysia. Through over 25 years of industry experience, we are able to provide our customers a wide range of piling solutions, deep foundation capabilities as well as a full spectrum of time and cost efficient design-build solutions. Today, Econpile is listed on the Main Market of Bursa Malaysia and has a track record of delivering notable landmark projects in both property development and infrastructure sectors. With the solid foundation we have laid at Econpile, we look forward to more success in the future by continuing our unrelenting dedication to achieving continuous improvement in our services, efficiency and quality. Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Second Annual General Meeting (“2nd AGM”) of the Company will be held at Roof Garden Lounge, Level R, Sime Darby Convention Centre, 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on Friday, 28 November 2014 at 9:00 a.m. for the following purposes: 1. To receive the Audited Financial Statements for the financial year ended 30 June 2014 together with the (Please refer to the Reports of the Directors and Auditors thereon. Explanatory Notes to the Agenda) 2. To approve the payment of Directors’ Fees of RM79,322.90 for the financial year ended 30 June 2014. (Ordinary Resolution 1) 3. To re-elect the following Directors retiring in accordance with Article 129 of the Articles of Association of the Company: (a) Mr The Cheng Eng (Ordinary Resolution 2) (b) Mr Pang Sar (Ordinary Resolution 3) 4. To re-elect Mr Krishnan A/L C K Menon the Director retiring in accordance with Article 134 of the Articles (Ordinary Resolution 4) of Association of the Company. 5. To re-appoint Messrs KPMG as the Auditors of the Company and to authorise the Board of Directors to (Ordinary Resolution 5) fix their remuneration. AS SPECIAL BUSINESS: To consider and if thought fit, to pass the following resolutions: 6. Authority to allot and issue 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 (Ordinary Resolution 6) approvals of the relevant authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the Company at any time and upon such terms and conditions and for such purpose as the Directors may, in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” (1017164-M) Econpile Holdings Berhad www.econpile.com 2 Annual Report 2014 Notice of Annual General Meeting (Cont’d) 7. Proposed Amendments to the Articles of Association of the Company “THAT the following Articles of Association of the Company be hereby amended:- (Special Resolution 1) Existing Article Proposed Amended Article Econpile Holdings Berhad Article 181 Article 181 A copy of the reports by the Directors and auditors A copy of the reports by the Directors and auditors of the Company, the profit and loss accounts, of the Company, the profit and loss accounts, balance sheets and group accounts (if any) balance sheets and group accounts (if any) (including all documents required by law to be (including all documents required by law to be annexed or attached to all or any of them) shall be annexed or attached to all or any of them) shall be sent (not later than six (6) Months after the close sent (not later than six (6) Months after the close of the financial year and at least twenty-one (21) of the financial year and at least twenty-one (21) (1017164-M) days before the general meeting at which they are days before the general meeting at which they are to be laid) to all Members, holders of debentures to be laid) to all Members, holders of debentures and all other persons entitled to receive notices of and all other persons entitled to receive notices of general meetings under the Act or these Articles. general meetings under the Act or these Articles. The interval between the close of a financial year of The interval between the close of a financial year of the Company and the issue of the annual audited the Company and the issue of the annual audited financial statements, the Directors’ and auditors’ financial statements, the Directors’ and auditors’ reports shall not exceed four (4) Months. reports shall not exceed four (4) Months. Article 183 Article 183 Subject to the compliance with the requirements of Subject to the compliance with the requirements of the Bursa Securities and any other relevant laws the Bursa Securities and any other relevant laws and regulations, if any, the Company may issue its and regulations, if any, the Company may issue its annual report in compact disc read-only memory annual report in other electronic compact disc (‘CD-ROM’) or digital video disc read-only memory read-only memory (‘CD-ROM’) or digital video (‘DVD-ROM’) format or in a format that may be disc read-only memory (‘DVD-ROM’) format or in developed in future for the playback of images. a format that may be developed in future for the playback of images. 8. To transact any other business of which due notice shall have been given. By Order of the Board Lim Hooi Mooi (MAICSA 0799764) Wong Wai Foong (MAICSA 7001358) Company Secretaries Kuala Lumpur Date : 6 November 2014 3 Notice of Annual General Meeting (Cont’d) NOTES : 1. For the purposes of determining a member who shall be entitled to attend and vote at this meeting, the Company shall be requesting the Record of Depositors as at 21 November 2014. Only a depositor whose name appears on the Record of Depositors as at 21 November 2014 shall be entitled to attend the said meeting or appoint proxies to attend and vote on his/her stead. 2. A member entitled to attend and vote at the meeting shall be entitled to appoint any person as his proxy to attend and vote at the meeting. A proxy may but need not be a member of the Company. There shall be no restriction as to the qualification of the proxy and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 3. A member may appoint up to two (2) proxies to attend and vote in his place. 4. Where a member is an Authorised Nominee, it may appoint not more than two (2) proxies in respect of each Securities Account it holds in ordinary shares of the Company standing to the credit of the said Securities Account. 5. Where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for the Omnibus Account, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each Omnibus Account it holds. 6. Where a member or an Authorised Nominee appoints two (2) proxies or where an Exempt Authorised Nominee appoints two (2) or more proxies, the proportion of shareholdings to be represented by each proxy must be specified in the instrument appointing the proxies. 7. A proxy appointed to attend and vote at a meeting of the Company shall have the same rights as the member to speak at the meeting. 8. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a corporation either under its common seal or under the hand of an officer or attorney duly authorised. 9. The Form of Proxy must be deposited at the Company’s Registered Office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting or any adjournment thereof. EXPLANATORY NOTES TO THE AGENDA Item 1 of the Agenda This item is meant for discussion only. The provisions of Section 169 of the Companies Act, 1965 require that the audited financial statements and the Reports of the Directors and Auditors thereon be laid before the Company at its Annual General Meeting. As such this Agenda item is not a business which requires a motion to be put to vote by shareholders. Item 6 of the Agenda – Ordinary Resolution 6 Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 The proposed Ordinary Resolution 6 is primarily to give authority to the Board of Directors to allot and issue up to 10% of the issued capital at any time in their absolute discretion and for such purpose as they consider would be in the interest of the Company without convening a general meeting. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.