Board of Directors’ Profile
Zulkifli Ibrahim Rozan Mohd Sa’at Tan Sri Dato’ Seri Arshad Ayub Dr Mohd Hafetz Ahmad NNon-Independenton-Independent ManagingManaging DirectorDirector IndependentIndependent IndependentIndependent NNon-Executiveon-Executive DirDirectorector NNon-Executiveon-Executive DirDirectorector Non-ExecutiveNon-Executive DirectorDirector
Dato’ Ir Abd Hak Md Amin Kamaruzzaman Abu Kassim Kua Hwee Sim Non-Independent Chairman Independent Non-Executive Director Non-Independent Non-Executive Director Non-Executive Director Board of Directors’ Profile Chairman Non-Independent Non-Executive Director
Kamaruzzaman Abu Kassim, a Malaysian, aged 47, is a Non-Independent Non-Executive Director and the Chairman of Sindora Berhad. He was appointed to the Board of Sindora Berhad on 13 January 2011. He graduated with a Bachelor of Commerce majoring in Accountancy from the University of Wollongong, New South Wales, Australia in 1987.
He started his career as an Audit Assistant at Messrs K.E Chan & Associates in 1988, prior to him joining an international accounting firm, Messrs Pricewaterhouse Coopers (formerly known as Messrs Coopers & Lybrand) in 1989. He joined Johor Corporation in 1992 as a Deputy Manager in the Corporate Finance Department and became its General Manager in 1999.
He is the Chief Executive and President of Johor Corporation with effect from 1 December 2010. He had served as the Acting Chief Executive and Acting President of Johor Corporation from July 2010 to 30 November 2010. Prior to that, he had served as the Chief Financial Officer and Chief Operating Officer of Johor Corporation beginning August 2006, before his appointment as the Senior Vice President, Corporate Services & Finance of Johor Corporation beginning January 2009.
He was appointed to the Board of Damansara Realty Berhad (DBhd) on 11 December 1995 before assuming the position of its Executive Director on 16 August 1999. He was later appointed as its Deputy Chairman on 4 October 2006 prior to his appointment as DBhd’s Managing Director on 1 January 2010. He resigned as the Managing Director of DBhd on 12 January 2011 and was appointed as the Chairman of DBhd with effect from the same date.
He sits as the Chairman of Damansara REIT Managers Sdn Bhd, the manager of Al-Aqar KPJ REIT beginning 12 January 2011. He is also the Chairman of Kulim (Malaysia) Berhad, KPJ Healthcare Berhad, QSR Brands Berhad and KFC Holdings (Malaysia) Berhad, which are Johor Corporation’s group of companies listed on Bursa Malaysia Securities Berhad, with effect from the same date. He is also a Director of Waqaf An- Nur Corporation Berhad, an Islamic endowment institution that spearheads Johor Corporation’s CSR programmes. He also sits as Chairman and/or Director of several other companies within Johor Corporation Group.
Other than as disclosed, he does not have any family relationship with any director and/or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences. Board of Directors’ Profile Managing Director
Rozan Mohd Sa’at, a Malaysian, aged 51, was appointed to the Board of Sindora Berhad on 23 May 2002 and assumed the position as the Managing Director of Sindora Berhad beginning 1 September 2002.
He holds a Bachelor of Economics (Honours) majoring in Statistics from Universiti Kebangsaan Malaysia.
He started his career in 1983 as an Administrative Officer in Corporate Planning & Research Department of Johor Corporation before being seconded as an Operations Manager in Sergam Berhad (a subsidiary of Johor Corporation) in 1986. From 1987 – 1988, he served in the Corporate Communications Department, Johor Corporation as an Administrative Officer.
From 1988 – 1993, he was appointed as the Executive Director of several subsidiaries in Johor Corporation Group. In 1994, he was appointed as the General Manager of Johor Corporation’s Tourism Division before assuming the post as Chief Executive of the same Division on 15 June 1996, a post which he held until his appointment as the General Manager, Business Development, Johor Corporation beginning January 1999.
Prior to his appointment as the Managing Director of Sindora Berhad, he served as the Senior General Manager, Business Development of Johor Corporation from 2000 till August 2002.
Currently, he is a Director of Kulim (Malaysia) Berhad and KPJ Healthcare Berhad, which are Johor Corporation’s subsidiaries listed on the Main Board of Bursa Malaysia Securities Berhad, as well as Johor Land Berhad and Waqaf An-Nur Corporation Berhad. He is also Johor Corporation’s Chief Executive Officer of Hospitality Division, apart from being Chairman and / or Director of several companies in Johor Corporation Group.
Other than as disclosed, he does not have any family relationship with any director and / or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences. He attended all four Board of Directors’ Meetings held in 2010. Board of Directors’ Profile Independent Non-Executive Director
Tan Sri Dato’ Seri Arshad Ayub, a Malaysian, aged 82, is an Independent Non-Executive Director of Sindora Berhad. He was appointed to the Board of Sindora Berhad on 7 July 1995. He is the Chairman of the Audit Committee of Sindora Berhad.
He graduated with a Diploma in Agriculture from the College of Agriculture, Serdang, Selangor in 1954 and obtained his Bachelor of Science (Honours) Degree in Economics and Statistics from the University College of Wales, Aberystwyth in United Kingdom in 1958 and in 1964, he pursued a postgraduate Diploma in Business Administration from the Management Development Institute (IMEDE), Lausanne, Switzerland.
He had a distinguished career and an extensive work experience in the Malaysian Civil Service, having held senior positions in various Ministries in the Malaysian Government from 1958 till 1983 including as Deputy Governor of Bank Negara Malaysia from 1975 to 1977, Deputy Director General in the Economic Planning Unit of the Prime Minister’s Department from 1977- 1978, and Secretary General of 3 Ministries, namely, Ministry of Primary Industries in 1978, Ministry of Agriculture in 1979 to 1981 and Ministry of Land and Regional Development from 1981 to 1983. He was a Member of Justice Harun’s Salaries Commission for statutory bodies and local government.
Tan Sri has extensive experience across 15 different industries and he currently sits in the Board of Directors of several public listed companies namely Malayan Flour Mills Berhad, LBI Capital Berhad, Tomypak Holdings Berhad, Kulim (Malaysia) Berhad, KPJ Healthcare Berhad, Top Glove Corporation Berhad, Manulife Holdings Berhad and Asia Brands Corporation Berhad. Tan Sri is also the Chairman and / or Director of several other companies including Bata Sdn Bhd, Land Rover (M) Berhad, Nakagawa Rubber Industries Sdn Bhd, Pelaburan Johor Berhad, Bistari Johor Berhad, PFM Capital Holdings Sdn Bhd and AmanahRaya-JMF Asset Management Sdn Bhd. He had served as the Chairman of the Board of Penang Regional Development Authority, South East Johor Development Authority (KEJORA) as well as the Palm Oil Registration & Licensing Authority.
Tan Sri is the President of the Malaysian Rubber Products Manufacturers Association and Chairman of Malaysian Rubber Export Promotion Council. He is a member of the Council of Universiti Malaya and Kolej Ugama Sultan Zainal Abidin (KUSZA). He holds the esteemed position as the Pro- Chancellor of Universiti Teknologi MARA (UiTM), Governor of Kolej Tuanku Jaafar and a member of Cooperative College.
He was the recipient of many awards and accolades like ‘Anugerah Mutiara Budi’ from the Ministry of Finance for his great contribution to the government. He was also awarded the prestigious ACCA Achievement Award for his outstanding contribution for the development of professional accountancy in Malaysia. Board of Directors’ Profile Independent Non-Executive Director
Kua Hwee Sim, a Malaysian, aged 58, is an Independent Non-Executive Director of Sindora Berhad. She was appointed to the Board of Sindora Berhad on 1 August 2002. She is a member of the Audit Committee of Sindora Berhad with effect from her appointment. She is an Accountant by profession and is a Fellow of the Association of Chartered Certified Accountants, United Kingdom since 1984. She is also a Registered Accountant in Malaysia and Singapore since 1980. She has more than 30 years of corporate and financial experience in several industries within Malaysia and overseas. As a Professional Accountant, she provides financial training to companies within Malaysia.
She is currently a Director of QSR Brands Bhd and KFC Holdings (Malaysia) Bhd as well as Kulim (Malaysia) Berhad, which are Johor Corporation’s subsidiaries listed on the Main Board of Bursa Malaysia Securities Berhad. She is the Chairman of the Audit Committee of QSR Brands Bhd and KFC Holdings (Malaysia) Bhd and a member of the Audit Committee of Kulim (Malaysia) Berhad.
Other than as disclosed, she does not have any family relationship with any director and / or major shareholderr of Sindora Berhad. She has no personal interest in any business arrangement involving Sindora Berhad. She has not been convicted for any offences. She attended all four Board of Directors’ Meetings held in 2010. Board of Directors’ Profile Non-Independent Non-Executive Director
Zulkifli Ibrahim, a Malaysian, aged 53, is a Non- Independent Non-Executive Director of Sindora Berhad. He was appointed to the Board of Sindora Berhad on 1 July 2008. He was appointed as a member of the Audit Committee of Sindora Berhad with effect from 25 May 2009. He was the Chief Operating Officer of Kulim (Malaysia) Berhad (Kulim), Sindora Berhad’s holding company, beginning 3 November 2003, prior to his appointment as the Senior Vice President (Finance and Operations) of Johor Corporation with effect from 1 April 2011.
He is a Fellow of the Association of Chartered Certified Accountants, United Kingdom and a member of the Malaysian Institute of Accountants since 1992. He was employed by various companies in the private sector before joining Johor Corporation Group in 1990 as the Financial Controller of Sindora Berhad. In 1996 till 2000, he was appointed as the Managing Director of Antara Steel Mills Sdn Bhd before taking up the position as Chief Operating Officer of PJB Pacific Capital Group in 2001. He is currently a member of the Board of Directors of several companies within Kulim Group.
Other than as disclosed, he does not have any family relationship with any director and / or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences. He attended all four Board of Directors Meetings held in 2010. Board of Directors’ Profile Non-Independent, Non-Executive Director
Dato’ Ir Abd Hak Md Amin, a Malaysian, aged 57, is a Non-Independent, Non-Executive Director and was appointed to the Board of Sindora Berhad on 1 January 2008.
He holds a Bachelor of Science in Marine Engineering and a Master of Science in Project Engineering from the University of Lancaster, United Kingdom and a Diploma in Ship Survey from Det Norske Veritas (DNV), Oslo, Norway. He also holds a Certificate of Competency as a Foreign Going Marine Engineer and registered as a Practising Engineer with the Board of Engineers, Malaysia.
He started his career as a Marine Engineer with Malaysian International Shipping Corporation in 1977 prior to becoming a Project Manager with Malaysian Fisheries Development Authority in 1980. He became the Mill Manager of Sime Darby Plantation in 1981 before taking up the position as Project Manager in Development Bank Malaysia Berhad in 1983. From 1983 – 1989, he worked for DNV as a Ship Surveyor in Singapore before becoming the Station Manager of DNV Johor Bahru. In 1990, he became the Managing Director of Det Norske Veritas Sdn Bhd, a position he held until 2002. Currently, he is the Managing Director of EA Technique (M) Sdn Bhd, a company that he set up in 1993, primarily as owner and manager of oil tankers and offshore support vessels. He is also a Director of several companies in Johor Corporation Group.
Other than as disclosed, he does not have any family relationship with any director and / or major shareholder of Sindora Berhad. He has no personal interest in any business arrangement involving Sindora Berhad. He has not been convicted for any offences. He attended three out of four Board of Directors’ Meetings held in 2010. Board of Directors’ Profile Independent Non-Executive Director
Dr Mohd Hafetz Ahmad, aged 59, a Malaysian, is an Independent Non Executive Director of Sindora Berhad.ad. He was appointed to the Board on 3 August 2009. HeHe graduated with an MBBS from the University of Malayaaya in 1975. In 1982, he obtained his specialist degree,ee, MRCOG, from the Royal College of Obstetricians andand Gynaecologists, London, United Kingdom.
He was admitted as a Fellow of the Royal Collegeege of Obstetricians and Gynaecologists in 2001. Dr Mohd Hafetz did his housemanship in 1975-1976 at Hospital Sultanah Aminah, Johor Bahru. Subsequently,tly, he worked in the same hospital in the Outpatientsnts Department and the Department of Obstetrics andand Gynaecology. From 1978 till 1983, he worked initially as a Trainee Lecturer, then as Lecturer in the Departmentent of Obstetrics and Gynaecology, Medical Faculty,lty, University of Malaya.
He joined Johor Specialist Hospital as a Consultantant Obstetrician and Gynaecologist in June 1983 andd is still in full time clinical practice there. Since Septemberber 1994, he holds the post of Medical Director of thethe hospital. He sits on the Board of Directors of KPJ Johorhor Specialist Hospital, Kluang Utama Specialist Hospital,tal, Kumpulan Waqaf An-Nur Berhad and Damansara REITEIT Managers Sdn Bhd. In 2004-2005, Dr Hafetz waswas the President of the Obstetrical and Gynaecologicalcal Society of Malaysia (OGSM).
Other than as disclosed, he does not have any familymily relationship with any director and/or major shareholderder of Sindora Berhad. He has no personal interest in anyany business arrangement involving Sindora Berhad. He has not been convicted for any offences. He attendedded all four Board of Directors’ Meetings held in 2010. Secretary Board ofDirectors’ Profile Secretary Jamalludin BinKalam Hana BintiAb.Rahim@Ali Secretary
SINDORA BERHAD 2010 - 107 Finance Manager Rosnah BintiBasok SINDORA BERHAD 2010 - 108 Management Team Mariyam BintiMohdYusof Business Development Manager Azizan BinYaman Internal Audit Internal Manager Deputy GeneralManager Corporate &Investment Heikal BinIsmail Senior GeneralManager Ramlan BinJuki Abd RahmanBinYusoff Corporate andInvestment Deputy Manager Managing Director Rozan MohdSa’at Haida BintiHussin Financial Controller Business Development Zuraini Binti Mohd Yusof Manager Methal BinAhmad Business Development Senior Manager
SINDORA BERHAD 2010 - 109 Intrapreneur Managers of Intrapreneur Venture Companies
Dato’ Ir Abd Hak Bin Md Amin Capt. Khoo Chin Yew Bukhari Bin Abdul Rahman Managing Director Managing Director Managing Director EA Technique (M) Sdn Bhd Orkim Sdn Bhd Pro Office Solutions Sdn Bhd
Wan Izani Bin Halmi Bin Jasmin Wan Mahmood Managing Director Executive Director Metro Parking (M) Sdn Bhd Orkim Sdn Bhd Mahat Bin Denan Raja Zailan Putra Romli Bin Ishak General Manager Bin Raja Azam Managing Director Sindora Timber Sdn Bhd Chief Executive Officer GranuLab (M) Sdn Bhd MIT Insurance Sdn Bhd
Ab Wahab Bin Mohd Taib Suhaimi Bin Sulaiman Md Nasaruddin Bin Abdullah Managing Director Managing Director Chief Technical Director EPASA Shipping Agency Tepak Marketing Sdn Bhd Microwell Sdn Bhd Sdn Bhd SINDORA BERHAD 2010 - 112 Sustaining shareholders’ valueasthrust of Group’s strategicdirection
SINDORA BERHAD 2010 - 113 SINDORA BERHAD 2010 - 114 Net Current Assets 19,258 Current Liabilities 21,512 25,039 Total Assets Deferred Tax Assets 48,425 Goodwill onConsolidation 49,002 Other IntangibleAssets Plantation DevelopmentExpenditure Investment Current Assets Fixed Assets Group Assets after MinorityInterest Net Profit fortheYear Profit AfterTax Profit Before Tax Gross Profit Cost ofSales Revenue Results DESCRIPTION 2473 (7,9) 2978 2594 (168,898) (225,974) (269,728) (272,792) (294,783) 8,6 0,5 0,5 9,0 69,351 94,201 100,452 389,342 106,553 498,399 517,596 185,266 637,631 725,852 78,651 106,038 309,419 132,148 392,361 385,448 127,438 510,193 135,081 590,771 205,636 295,157 351,193 336,480 372,094 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 5,8) 2,8 3,9 1,3 9,300 11,837 31,696 20,885 (50,185) 584 165 1,0 1,0 14,442 15,139 14,309 14,863 14,309 26,303 13,793 11,605 27,305 12,723 15,834 19,689 12,214 32,539 10,758 40,830 17,928 11,886 21,165 14,487 26,576 43,836 36,738 30,760 26,266 69,183 15,503 34,178 42,282 81,465 46,020 18,305 63,688 23,961 77,311 00 09 08 07 2006 2007 2008 2009 2010 9 6 7 43 197 473 373 168 593
Performance Financial Group’s Five Years
5,5 5108 1,4 4418 319,991 404,198 417,144 531,078 550,251 Average CapitalEmployed Non-Current Liabilities Deferred Tax Liabilities Short Term Borrowings Long Term Borrowings Total Equity Minority Interests Shareholders’ Equity Reserves Share Capital Financed by DESCRIPTION 4,9 2715 6,2 1217 121,901 182,147 168,827 98,324 247,155 157,908 245,692 198,090 144,194 222,051 224,277 248,317 165,047 283,923 219,462 69,047 177,783 294,894 81,783 190,120 94,120 226,846 130,846 235,216 139,216 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 352 2,1 2,3 2,3 23,577 28,701 24,239 39,261 24,633 34,716 22,615 33,801 33,043 23,502 44,268 93,195 58,197 96,000 57,077 96,000 59,678 96,000 96,000 96,000 00 09 08 07 2006 2007 2008 2009 2010
Financial Performance Group’s FiveYears
SINDORA BERHAD 2010 - 115 SINDORA BERHAD 2010 - 116 e agbeAst e hr sn 28 20 29 20 176 200 Average capitalemployedcomprisesshareholders’equity, longtermliabilities,shortborrowingsanddeferred taxation. 229 onCapitalEmployed Return onAverageReturn Equity(%) 270 Capital AdequacyRatios 278 Multiple Price toEarnings Net Tangible AssetsPerShare (sen) Net DividendPerShare (sen) Valuation Ratios Per Share (Sen) Basic andDilutedEarnings Gross Profit Margin(%) onTotalReturn Assets(%) Profitability Ratios Financial Ratios DESCRIPTION 00 09 08 07 2006 2007 2008 2009 2010 44 . 76 . 4.5 6.0 7.6 12.0 7.6 10.6 9.4 19.3 4.4 6.2 . 75 . 72 5.4 7.2 7.5 3.1 7.5 5.3 7.5 5.4 6.6 2.5 6 6 2 9 11 18 19 23 22 12 23 46 19 16 21 3 10 6 8 Financial Performance Group’s FiveYears
GROUP’S PERFORMANCECHART 389,342 205,636 0620 0820 2010 2009 2008 2007 2006 2005 2006 11 295,157 498,399 2006 0720 092010 2009 2008 2007 Earnings PerShare(sen) 19 Total Assets(RM‘000) Revenue (RM‘000) 351,193 517,596 0720 2009 2008 2007 22 336,480 637,631 46 372,094 725,852 16 165,047 14,487 2006 2005 0620 0820 2010 2009 2008 2007 2006 176 Net TangibleAssetsPerShare(sen) 177,783 Shareholder’s Equity(RM‘000) Shareholder’s 30,760 0720 092010 2009 2008 2007 2006 200 Profit BeforeTax(RM‘000) 190,120 34,178 0720 2009 2008 2007 229 226,846 46,020 Financial Performance Group’s FiveYears 270 235,216 23,961 278
SINDORA BERHAD 2010 - 117 SINDORA BERHAD 2010 - 118 Sindora BerhadGroup Plantation Business Intrapreneur Venture Business PROFIT FROMOPERATIONS Sindora BerhadGroup Plantation Business Intrapreneur Venture Business REVENUE 3204 3640 5,9 2517 205,636 66,886 295,157 79,332 138,750 351,193 215,825 127,571 336,480 223,622 110,629 372,094 225,851 123,883 248,211 R‘0 M00 M00 M00 RM‘000 RM’000 RM‘000 RM‘000 RM‘000 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 2,6 600 444 838 14,080 11,504 38,388 2,576 14,885 44,454 23,503 26,572 46,020 17,882 14,648 23,961 (3,927) 18,223 11,173 00 09 08 07 2006 2007 2008 2006 2009 2007 2010 2008 2009 2010
Performance Segmental Financial Group’s 5Years Summary of
/ Share Price(RM) Market Capitalisation(RM‘Million)
2006 1.16 111.36
2007 1.61
154.56 PAID-UP CAPITAL: RM96MILLION er Share Year
00 1.90 1.46 2.05 2010 1.61 2009 1.16 2008 2007 2006
2008 2.05 196.80 rc Capitalisation Price R) (RM‘Million) (RM)
2009 1.46 140.16 Market 182.40 140.16 196.80 154.56 111.36
2010 1.90
182.40 Capitalisation Market Year
SINDORA BERHAD 2010 - 119 SINDORA BERHAD 2010 - 120 Close Low High Share PricePerformance 1,000 1,200 1,400 1,600 1,800 Price (RM) Million Shares Point 200 400 600 800 100 120 20 40 60 80 0 0.50 1.00 1.50 2.00 2.50 3.00 - 2006 2006 2006 SHARE PRICES(HIGH&LOW)ANDCLOSINGPRICE 2007 for theperiodfrom 1January2006to30April2010 for theperiodfrom 1January2006to30April2010 for theperiodfrom 1January2006to30April2010 2007 2007 Low KUALA LUMPURCOMPOSITEINDEX 06 07 08 09 2010 2009 2008 2007 2006 .6 .1 .5 .6 1.45 1.41 2.15 1.46 1.45 1.52 2.05 1.50 2.54 1.61 0.95 1.68 1.16 1.05 1.37 VOLUME TRADED 2008 2008 2008 Closing Price 2009 2009 2009 Performance Charts Share High 2010 2010 2010 2011 2011 2011 Ê"i>} Ê}ÌÊ`ÃÀÊÜÌ Ê `ÕÃÌÀÞÊ }ÀÜÌ Ê >Ê Ê "«iÀ>Ì}Ê UÊ Ê improvement Business Aspects evensimplebusiness V>`Ê >`Ê «>ÞiÀÃÊ iÞÊ }Ê potentialforfurthergrowth UÊ Ê 6®Ê ``i`Ê 6>ÕiÊ VVÊ *ÃÌÛiÊ i>Ì ÞÊV>à yÜÊ>`ÊViÊÃÌÀi> UÊ >>}i>LiÊ}i>À}Ê«ÃÌ UÊ Ê ÃÃÌiÌÊ`Û`i`ÊVÌÀLÕÌà UÊ Ê RM500,000 UÊ Ê ÕÊ«>ÃÌÊ>`ÊvÕÌÕÀiÊ*/ÊvÊÀiÊÌ >Ê Ê -ÌÀ}Ê«>ÃÌÊ," Ê«iÀvÀ>Vi UÊ UÊ Ê Ê Financial Parameters performance and strong managementcapabilitiesasfollows: business solid parameters, financial strict on emphasised that criteria selection its down In achieving this fundamental goals, the Group has laid returns. adding in continuity value and generating wealth for long-term ensure investment to businesses sound fundamentally and profitable acquire to venture to continue will and acquired had Group the of thrust business core the as Business VentureIntrapreneur ÊVÃ` Êi>} ÊëiV>Ãi`]Ê >Ê Ê «iÀ>Ì}Ê >`Ê VÕÃi`Ê share >ÀiÌÊ UÊ VÀi>ÃiÊ ÌÊ >LiÊ >`Ê «iÌÌÛiÊ Ê significantpresence UÊ Ê
ht ufi al h srnet eeto ciei ta were that formulated. criteria selection stringent the all fulfil that future. The acquisition process is offered to enterprises immediate the in expansion and growth for prospects systemsandstructure Priority will be given to companies that offer the highest Ê Ã>ÃiÊLÃÃÊ>` >>}iiÌÊ >`Ê LÕÃiÃÃÊ ÃÌ>Là i`Ê companyforlongtermbusinesspresence UÊÊ Ê Ê LÌÊ>` ÃÊÌÊÃiÀi` Ì iÊ Ã«i>À i>`Ê ÌÊ Ü}iÃÃÊ >`Ê LÌÞÊ activity UÊÊ Ê Ê ÃÃÊViiVÊÊÀÛÊLÕÃiÃÃÊ ÀiiÛ>ÌÊ Ê V«iÌiVÞÊ *ÃÃiÃÃÊ Ì iÊ ÀiiÛ>ÌÊÜi`}iÊ>`ÊÜ Ü «ÃÃiÃÃÊ UÊÊ >>}iÀÃ®Ê ÌÀ>«ÀiiÕÀÊ / iÊ Ê Ê UÊ Ê Ê Management Aspects Investments Acquisitions/ Criteria for
SINDORA BERHAD 2010 - 121 SINDORA BERHAD 2010 - 122 Rationalise strength into meaningful growth
SINDORA BERHAD 2010 - 123 SINDORA BERHAD 2010 - 124 f ht croae os hw t eae ad its and behaves it how does, scope corporate wider a the what a of of encompasses performance CR superior body. term corporate long expected deliver is to which management good of an also indication is CR comprehensive and structured well A quality oflife. the uplifting in asset Malaysia’ssocial to value add to orderin obligations corporate its broaderto dimension much a adopts Sindora the CR, its of objectives and aims meet to order In large. at society the long benefit the run in will that that values universal approaches with aligned and are methods on based achieved aresuccess corporate and objectives business its that Sindora is very conscious of its responsibilities to ensure responsibly. prudently,activities business its conducts and ethically the encompass to broader community that the Group serves and where it extends clearly stakeholders to its Group Sindora of excellence of commitment The it role plays intheadvancementofsocietyandenvironment. the also but created it value economic the by a measured be only that company’snot should performance believes Group The competitiveness. CR greater in and valuations market engagement higher to lead stakeholders could initiatives of level high the and enhanced is body corporate the of standing and reputation the responsibly, conducted is corporation CR a that of business the When sense. business good makes corporations amongst realisation growing also is There business. of conduct the in ethics, integrity and transparency, accountability, of has levels higher nationwide increasingly demand entities these in stakeholders the businesses increasingly embraced and Corporate Responsibility (CR) as Corporations sai Cabr f omre MC) (Dewan (MICC) Commerce of Malaysian Chamber as Islamic such organisations through to activities continued Group development professional of the causes the review,to contribute under year the In the identify and Group Company withamuchhigher, the noblercause. elevate will success its and objectives, business mundane transcends impact entrepreneur development specific agendas in mind. definite Its in ultimate with (NGOs) involved organisations non-governmental deliberately had Company Business, Venture the Intrapreneur own Group’s the a of as Company the aims fundamental the with entity.aligning corporate In from support institutional with combined addition, value and creation wealth towards created be contribution business intrapreneur will successful through Group the for assets social of value Intrapreneur The entity. corporate a segment, as Group’sresponsibilities the on impact tremendous a business have will Business Venture Sindora’s expected is that It sustainability. long-term corporate its enhancing and stakeholders its it all for value creating CR, is its of delivery the and the business its in of that conduct notion the to fully subscribes Group The DEVELOPMENT AGENDAS SUPPORTING ENTREPRENEURIAL and theEnvironment”. Society “Enriching of vision CR the achieving towards a As result, Sindora large. has integrated CR in its daily operations at society to value sustainable deliver to designed is It issues. environment,social to addition in the governance, ethical ethics, of issues business the and corporation’s with deals a and responsible of aspects all integrating in practices about is CR issues. social from apart environment on implication Responsibilities Corporate programmes. As the main liaison body for all JCorp’s various all for body liaison its main the As of programmes. support non-monetary and monetary through development economic Malaysia’s enhance to Group’sdetermination the with line This in is (BCIC). Bumiputera approach Community a Industrial developing and in Commercial source potential a as acts which (JIMB), Berhad (M) a Intrapreneur JCorp as fostering such via NGOs oriented business with networking strong approach, business-driven and strictly means corporate through responsibilities social In relation to this, Sindora is also committed in pursuing in involved programmes. actively BISTARI the all also of activities facilitating and is supporting Company The Bistari. Siswa for sponsor main the is Company the which of Bistari, Didik and Bistari Tunas Bistari, Siswa through and undertaken trade is programme BISTARI common interests. industry promoting in offer can Bureau Corporate MICC that roles meaningful of multitude a is there as enhancement, value sustainable facilitate to for order in resources linkages and assets and pool to businesses networking business a providing for in lead platform the take well- to aims economic Sindora and being. business of future direction the strategic driving in sector corporate Malaysian of the participation and support mobilising at aimed are in role pivotal a MICC. The play steering committees to of its Corporate continues Bureau Sindora 2010, In corporate organisations nationwide. business and entrepreneurs among skills nurturing business and acumen and development of entrepreneurial talent and promoting facilitating include networking, agendas which NGOs managed Industri Johor dan (BISTARI), two highly reputable Bisnes and well- Kelab and Malaysia) Islam Perdagangan o ru ad ntia cnut en ta Sindora that emphasises ongoodbehaviourindoingbusiness. means conduct unethical and fraud to throughout the organisation as well as a zero tolerance integrity, ethical behaviour and honesty that is pervasive The creation and proactive management of a culture of Ethical BusinessCulture and stability the towards integrity oftheoverallMalaysianeconomicwell-being. contributing is Sindora uncertainty, economic and turmoil financial significant of environment present the in particularly Malaysia of economy the in player a Being transparency,activities. and conduct of level of business its of all in professionalism high and values ethical standard with highest integrity to business commitment its to attests record track governance corporate strong Sindora’s Commitment toCorporateGovernance other and social developmentstowards nationbuilding. corporate opportunities, employment for the of contribution profitability significant a into translated be can Group rising and Malaysian strong the The of economy. development and progress the to record, track Sindora profitabilityhas fulfilled its role 36-year and obligation unbroken in contributing its With Role inNationBuilding and in businessdevelopmentthroughout Malaysia. foster to acts establish and business interestlinks that have concern JIMB companies, intrapreneur
SINDORA BERHAD 2010 - 125 SINDORA BERHAD 2010 - 126 rwn dmn. h sm sosrhp s also who company wanted to is the enhance their of ability crew and sponsorship career sea development. existing to same extended The its demand. meet to growing workforce skilled and talented of pool a company’s in the with line creatingof objective term long also is sponsorship this students, these underprivileged assisting Besides programme. scholarship its Laut Akademi for Engineering, Marine of and field the in (ALAM) Malaysia Lumpur Kuala Ungku Universiti Polytechnic Omar, Malaysian at selecting diploma or in degree involved first fully time full undertook who is students underprivileged Bhd, and Sdn established (M) has Technique EA subsidiary, Sindora’s will continue doingsointhefuture. it that foresees and programme this for sponsor main a been has Sindora business. for motivation and equipping attitude skills, fundamental in appropriate the with students them the amongst innovation and to of entrepreneurial energies, harnessing talent, creativity Group growth the JCorp spawning of goal ultimate of the Bistari accomplish Bhd by Sdn designed Entrepreneur and Young This organised Malaysians. is young inculcate programme among and culture business business in a interest instil inspire, endeavour to an as (UiTM), MARA Teknologi Universiti of undergraduates for programme involved a Bistari, actively Siswa in is Group and The communities. socially enrich economically, to an aims Sindora manner, sustainable in environmentally activities carrying its In society. out touch and out reach effectively that programs and partnerships through public the to contributing in rooted deeply is Group’sbusiness The Inculcating Business Culture among Young Minds ENRICHING COMMUNITIES public atlargetothecauseofunderprivileged. the and entities corporate various from contributions through TV1 was a success and drew high ratings and aired was which programme The fortunate. less and and needy the help to funds raise to is mission its which needy of the programmeRamadhan Tijarah the is activity such One support to operates. it which in community the in underprivileged continued Sindora Support oftheUnderprivileged - Ramadhan:6thSeason. Tijarah 1900:2005) (MS and Seminar”, Perspective Islamic from Requirements Systems programmes, Management Nur Quality An Waqaf Briged Branch; Johor 2010 among others which include the running of MICC, and The Group has involved in a multitude of fortunate CR activities in less needy, the of underprivileged. welfare the contributions to charitable direct besides the of environment preservation activities, community and youth relief, disaster healthcare, development, professional education, promoting events and projects of support A number of key initiatives undertaken in 2010 included as muchpossible. community the benefiting towards geared been have community the of welfare and betterment benefit, the The that activities. Group’s community corporate contribution to and participation and in activities the for business to its supports meaningfully back give to to a wide range of initiatives in the Group’s commitment The corporate social responsibility of the Group extends Community Corporate ResponsibilitiestoSocietyand Responsibilities Corporate Table :HumanCapitalStatisticsAsAt31December2010 Sindora Keluarga Kelab throughrecreation and sports employees’ maximise returns the to all stakeholders. Activities involving on and value importance the enhance to order in welfare and interest great placed has on the capabilities of its people. In depends realising also this, Sindora success its that recognises Group The DEVELOPING HUMANCAPITAL AT WORKPLACE other and floods social relief efforts. during supplies food of and extension the medical as such Briged, the by conducted activities numerous in participated had Company The communities. relief international and local the for assistance disaster providing of set- aim the NGO with JCorp an by up (Briged), Waqaf Briged of operations and formation the in involved actively is Company The Disaster Relief Sector akn aaeet 3 6 3 280 30 Total Other Services 67 Plantation Business 265 Consumer Products 639 Financial Services Shipping &Logistics Parking Management aasa igpr Bue Piipns noei Hn og ni Total India HongKong Indonesia Philippines Brunei Singapore Malaysia ,6 6 3 280 30 67 1,961 223 722 89 23
responsibilities towards thecommunity. achieving social their through compromising without gain financial better enhancement value and sustainable competitive a becoming and success business pursue that organisation caring of goal still can the entities achieve corporate that believes Group The plantation andpalmoilmillworkers. its accommodate to quarters staff a of units 340 of total provided has Company the living workers, of plantation standard of the elevate to aim specific a With sense ofownershipandcamaraderie. by creating a culture of sharing values and promoting a harmony employees’ towards contributed has (KKS),
44 44
Responsibilities Corporate 3 3 2,468 43 43 43 43
1,146 223 722 265 89 23
SINDORA BERHAD 2010 - 127 SINDORA BERHAD 2010 - 128 lrcl&RltdOcpto 3 16 Total 73 General Workers Clerical &RelatedOccupation Techincal &Supervisory Executives Managerial &Professional Category No. ofEmployees No. ofEmployees 200 400 600 800 200 300 400 500 600 700 800 100 0 0 Managerial and Professional Management Parking aaeet Lgsis evcs rdcs uies Services Business Products Services Logistics Management akn hpig& iaca Cnue Patto Ohr Total Other Plantation Consumer Financial Shipping& Parking 116 6 2 8 72 2 2,468 223 722 89 23 265 1,146 73 8 3 1 6 15 1,846 135 667 71 3 187 9 783 179 6 39 14 64 47 xctvsTechnical & Executives Logistic Shipping & By Category Consumer Products Parking Management By Sector Supervisory Services Financial 2 9 9 - 7 - Clerical &Related Plantation Business Shipping &Logistics Occupation Products Consumer 4 4 3 Responsibilities Corporate General Workers Business Plantation Other Services Financial Services 1 2 131 230 21 158 10 31 15 25 11 4 6 103 26 4 first aidcourse. assessment, risk basic and drivers machinery heavy health for session briefing chemical training, fighting fire and drill fire as and such staff, the programmes for courses training of series and occasional an knowledge providing workers’ the through health, and safety occupational on awareness enhance further to daily operations, the Group carries out its responsibility complies with all regulations pertaining to safety in their unit Tobusiness and subsidiary its of each ensurethat Zero Illness” throughout itssubsidiaries. and Accident “Zero achieve to aims Group the workers has become the utmost priority to Sindora, as its of health occupational excellent and environment the working safe A matters. to health and safety employees’ pertaining issues avenue any an resolve as and act mitigate and to months three every in least once at unit operational each at held were Committee meetings Health and Safety activities. occupational employees’ oversee any and monitor of continuously to risk and accidents, eliminate and prevent to measure precautionary of step a as unit, operational each in formed were Committees Health and Safety safety andhealth. workplace in improvement partnerships; continual encouraging and establishing education; training, and providing outreach, standards; enforcing and setting steadfast in its objective to uphold the mission through Occupational the Safety and Health Administration recognising mission. established The Group is has In Group employees. the its these, of health and assuring safety and environment working healthy and safe continuous a providing in committed is Group Sindora COMPLIANCE OCCUPATIONAL SAFETYANDHEALTH emails, informationboards andsafetytalks. updates on current safety information or news, through receivestaffsto are the able where all Club Safety and Health up set also had Vitaoils MM 1994, Act OSHA and safety provide with compliance In employees. its for measures health to order Health in and (OSHA) Safety Department Occupational Selangor the with registeredbeen has Bhd Sdn Vitaoils MM 2003, Since them from unwantedexposure suchasteadust. protect to order in procedures operating standard the to adhere to required are process packaging tea the precautionaryand measures, production fromworkers safety a As end-products. the to contamination avoid to step a as products, end Berhad. and line processing the of (Holdings) Unilever Periodically, preferred by the company will conduct audit and review critical imposed for vendors procedures (SQMP) Program Management Quality Supplier of includes every implementation This the processes. at manufacturing its employed of point standards safety international stringent on embarked has Bhd TepakSdn Marketing safety measure. added an as alarm, safety of installation the besides equipment, and machinery with filled are that rooms specialised enter cardto access an providedwith also is employee each that, Besides injuries. and hazards its equipped to order has ensure that its daily operation is in safe from any potential features, Bhd security relevant Sdn with premises Solutions Office Pro the by workers the companies withintheGroup. to provided are attire and tools measure against any hazards at the workplace, proper preventive As companies. respective their to tailored aremeasureswhich further taken also Grouphave the and healthy safe working environment, a the towards companies requirementswithin basic the to addition In Responsibilities Corporate
SINDORA BERHAD 2010 - 129 SINDORA BERHAD 2010 - 130 order to protect the environment such as Environment as such environment the protect to order requirements imposed by various relevant authorities in Group The ensures activities. that it complies with applicable regulations and production bio-compost and is plantations rubber and palm development oil its in observed mainly environmental Sustainable Group. the of success continuous the towards performance environmental its in improvement through factor key a Sindora is committed in creating quality environment as ENVIRONMENT SUSTAINING ANDIMPROVINGTHE of theestateworkers. and Ladang Sungai Tawing to cater to the health needs Sindora The Ladang at clinics in-house treatment. up set also Group medical require and suffer injuries they serious should insurance, medical and health or requirements,Scheme Prisihatin the healthcareunder specialist hour health basic 24- with covered also areGroup the within employees the providing Besides mishaps. precautionary adopting or accidents related work in any preventing in measures responsible fully still are these efforts all implemented fromby the Apart Group, the incident. employees the from learned lessons any investigations thorough minimise the to likelihood or order recurrence by in acknowledging occurrence conduct accident any for analysis will and Group The involved directly or indirectly with the Group’s activities. as such are who individuals other and partners customers, contractors, business staff, and management the includes also which Group, the of stakeholders all also but themselves, fromsupport requirescontinuous and employees commitment full the only not upon are employees vested its of health and for safety responsibility the the that acknowledges Group The nrdcin f i-etlsr o h Cmays oil Company’s The the programme. to manuring bio-fertiliser its of introduction in bio-fertiliser of utilisation the the enriching commenced and has Sindora protecting environment, of aim the with line In and faunafoundaround theGroup’s operations. flora of species unique of plethora the rehabilitationfor of protectalso to position promoteand and conservation terms in RSPO to of environmental performance, the Group retrospectis now in a valid administration In production general plantation. (FFB), the the bunches and fruit bio-compost fresh of palm oil of for land of replanting, cultivation, fertilisers’ application, harvesting preparation on given was focus Specific fertilisers. chemical-based from impact the minimise to compost bio- and pest bio-fertilisers of utilisation and soil integrated conservation consumption, as herbicide reducing such management, practices management estate ecologically-friendly and include laws These environment regulation. statutory the to adhering by practices, estate’sbusiness the throughout measures the for guideline sound environmentally a observe continuously to Group as serves others practices. among RSPO management sustainable 2009 January better 29 towards on RSPO with certified been has Mill Oil Palm Sindora Meanwhile, operations. Business Plantation on the of all improvementin ensurecontinuous Roundtable to criteria the and principles (RSPO) Oil Palm adopted Sustainable had Sindora Ladang Company’s the from operations, products andservices. arising impact and environmental erosion, adverse potential other soil as well as contamination land minimising pollution, preventing include which initiatives several taken has Group The others. and 1994 Act Health and Safety Occupational Quality Act 1974, Pesticide Act 1974, Poison Act 1952, Responsibilities Corporate uies ciiis RP wl as b aotd in adopted be also Sindora’s LadangSgTawing. will RSPO activities. Plantation Sindora’sBusiness in interest express who parties other any and public the to available made been also has policy is Th manner. responsible environmentally an are in activities business they their conduct and to encouraged employees, maintained all to implemented, communicated Policy and documented, Environmental been The has targets. and objectives environmental the reviewing and setting for guideline Periodically, framework a as used been System. has : Policy Environmental 14001 Management ISO also with has Environmental accredited Group is the and RSPO, implemented adopting from Apart from Malaysiaandbeyond. contractors as well as environmental and social NGO’s outgrowers, suppliers, employees, and with engagement dialogue encompassing approach stakeholder effortsSustainability aroundbuilt been also have multi- (Malaysia) Kulim Berhad, themajorityshareholder oftheCompany. of subsidiary owned wholly a Bhd, the by EPAagent, management appointed Sdn Management implemented and coordinated be will efforts concerted these All to implementation. for continue evaluated be will years coming the in projects Mechanism (CDM) Development Clean ambitious of series a through change climatic on issues and reduced be experts will pesticide biodiversity of usage The NGOs. with environmental and partnership in developed were that solutions the of one is Defenders” “Wildlife protect into and personnel Trainingwatercourses.security vital the corridors wildlife restore to estate for each responsibilities and plans clear have estates The dependency onchemicalfertilisers. reduceand Ganoderma, as the such diseases impede yield, crop improve to subsidiary,expected is Bhd acquiredSdn Microwell newly its through estates palm mrvmn i odr o rsre h sniie bio- sensitive diversity andeco-system. the beneficial preserve to order probable in improvement other researches continuously and monitors closely observed Sindora Group, being the are throughout practises these that ensure To of presence organic substance. higher with fertility soil the replenishing by estates the benefited also has technique this time, same the At programmes. replanting its for technique Zero-burning adopted have palm Group the oil within estates environment, cleaner To a environment. towards without the contribute safely to off effects disposed detrimental be causing will waste the be and will practicable, waste wherever recycled, on-site and reused reduced, that ensures programmes. Company The management environmental through Sindora by implemented reviewed,and being adopted Good agricultural and manufacturing practises are also Responsibilities Corporate
SINDORA BERHAD 2010 - 131 SINDORA BERHAD 2010 - 132 hn n tid f h drcos pa a ioa rl in role pivotal more a play up directors, the of make third one which than directors, independent The Securities Listing Requirement. Bursa in defined as independent being of Three (3) of the Non-Executive Directors fulfill the criteria Director.Executive (1) one and Chairman the including Directors, Non-Executive (6) six comprising members (7) seven has currently Board as The Chairman. new Kassim the Abu Bin the Kamaruzzaman welcomed of Company appointment the 2011, January 13 On from page100to106oftheAnnualReport. out set are director Group’s each of the profiles of The businesses. growth the support to perspectives with and expertise experience, engineering, diverse bringing and in-depth them, economics, including and accounting background, medical, various from members of consist and balanced well is Board The Composition andBoard Balance BOARD OFDIRECTORS out inPart2oftheCode. set as Practices Best The with compliance Company’s of extent the disclose to application of the Principles pleased as set out in Part 1 and the is Board The (theCode). Malaysian CodeofCorporateGovernance the in contemplated as principles the with accordance Board recognizes the need to conduct the enterprise in and The value. shareholders’ enhance to and stakeholders ethics all of of interest the safeguard standards committed to governance corporate highest is the Board) upholding (the in Directors of Board The ÊiÌvÊ«V« Ê>` iÃÕÀiÊ >`Ê ÀÃÃÊ «ÀV«>Ê `iÌvÞÊ UÊ businesses Ê vÀÊ «>Ê ÃÌÀ>Ìi}VÊ ÀÕ«½ÃÊ Ì iÊ iÌiÀiÊ UÊ Ê the Board includethefollowing: of duties key The issues. governance and compliance and the operational, full financial, for strategic, maintaining over control by responsibility effective Group overall the of the performance has Board The Responsibility oftheBoard matters totheBoard fordecision-makingpurposes. progressively reports and communicates and all strategic and the operational operations of the decisions overseeing and Board, policies the implementing for responsible is Director Managing the whilst conduct, is responsible for ensuring the Board’s effectiveness and ensure a balance of power and authority. to The DirectorChairman Managing the and Chairman the between responsibility and role of segregation clear a is There judgment anddecisionmaking. independent their impair might that Company the with relationship other any in involved not are and dealings business any in participate not do and management of independently act Directors Independent All Board. provide the of functioning the they in balance and as check effective accountability corporate ensuring control tomanagetheserisks and systems appropriate of implementation ÀÕ«½ÃÊ Ì iÊ vÊ V`ÕVÌÊ Ì iÊ "ÛiÀÃiiÊ UÊÊ businessperformance Ê Statement Governance Corporate
set outbelow: December 31 is meeting the of recordattendance the of and times (4) four Board ended met the 2010, year financial the During necessary. when and as matters The Board meets on a quarterly basis with additional meetings convened for specific Board MeetingsandAccesstoInformation Ê,iÛiÜÊÌ iÊ>`iµÕ>VÞÊ>`ÊÌi}ÀÌÞÊvÊÌ iÊ «>Þ½ÃÊÌiÀ>ÊVÌÀÊÃÞÃÌi UÊ Ê iÛi«Ê>`Ê«iiÌÊÛiÃÌÀýÊÀi>ÌÊ«À}À>i UÊ management Ê ÀÕ>ÌiÊ>`ÊiÝiVÕÌiÊÃÕVViÃÃÊ«>}ÊvÊ "Ê>`ÊÃiÀÊ ÊÊ UÊ Ê ^ ResignedasExecutiveDirector on31January2011. Kamaruzzaman AbuKassimwasappointedasDirector andChairmanonevendate. (^) ResignedasDirector andChairmanon12January2011. (#) Independent Directors (*) Tan SriDato’MuhammadAliHashim(#)
Rozan MohdSa’at
Halmi BinJasmin(^) Tan SriDato’SeriArshadAyub * Kua HweeSim* Zulkifli Ibrahim Dato’ IrAbdHakBinMdAmin Dr MohdHafetzBinAhmad* (Retired on21June2010) Tn. Hj.HassanBinMohdYunos * Director 3Mr 1Jn 2 et 0Dc 20Dec 22 Sept 21June 23 Mar 189 X X 3 3 3 3 3 3 - - - - 3 th 190 Board Meetingsin2010 3 3 3 3 3 3 3 3 th 191 3 3 3 3 3 3 3 3 st 192 Statement Governance Corporate 3 3 3 3 3 3 3 3 nd
SINDORA BERHAD 2010 - 133 SINDORA BERHAD 2010 - 134 Ê/i ÃÊ iÃÌÊÊ ÃÃÊ-Þ«ÃÕÊ ÕÃiÃÃÊ vÊ `ÛiÀÃÌÞÊ ÀÃÌÊ / iÊ KassimChanTax ServicesSdnBhd UÊ Ê Ê/Ý vViVi` Õ Þ iÌÌiÊ LÞÊ ÕÃÊ "vÊ vwViVÞ iÞ`Ê ÃÌÌÕÌiÊ />ÝÊ >>ÞÃ>Ê Accountant(MIA) UÊ LÞÊ Û`iViÊ Ê Õ`ÌÊ training UÊ and Ê seminars conferences, programmes participatedbyDirectors are asfollows: Among as thecurrent updatesinlawsandregulations. with the latest development in related industries as well to abreast keep to seminars need and programmes education Bursa the supports by fully Mandatory enhance their skill and knowledge by attending Boardrelevant the prescribed The attended Securities. Programme have DirectorsAccreditation the All Directors’ Training Company’s the expenses, infurtheranceoftheirduties. at advice professional independent obtain necessary if may Board The manner. timely a in of matters regulatory apprised and are legal they operational, financial, that ensure to Directors all to provided are reports ad-hoc and Regular affairs. and business Group’s the to pertaining information all to meeting takes place. the The Directors before in have an unrestricted members access circulated Board the also to advance are meeting Board’s previous minutes of and information relevant containing papers Secretary.Board Company the by issued notice a by All Board meetings held during the year were preceded UniversityofOxford, UK }ÃÌVÃÊ EÊ >ÀÌiÊ Ã>Ê ÈÌ Ê -Ê 2010,London UÊ Ê ÊÀ Ã>Ê >`Ê>` >ÀiÌ}]Ê >`Ê À>`}Ê Ã>VÊ Ê ÀÕÊ HongKong UÊ Ê / iÊ£Ì ÊÃ>Ê- «ÜiÀýÊÀÕ]Ê UÊ >â>> Ê i}>ÌÀi`ÃÊÀÕ]Ê Õ>>Ê Õ«ÕÀ Ê Conference &Exhibition2010 UÊ Ê
REMUNERATION AND COMMITTEES (NRCs) NOMINATION i) BOARD COMMITTEES as setoutonpages276ofthisAnnualReport. Statement the Accompanying the Notice of Annual in General Meeting disclosed are the AGM at forthcoming re-election seeking Directors the of Details Ayub issubjectedtothisrequirement. TanArshad only presentSeri At Dato’ 1965. Sri Act, Companies the of to 129(6) Section required in with accordance annually are re-appointment age for of themselves submit years 70 over Directors to offer eligible themselves,forre-election attheAGM. are and (AGM) Meeting are General Annual Director, Managing required to retire the the from office on rotation basis at each of of third including one Articles directors, least at Company’s 87), the (Article Association with accordance In and effectiveness oftheBoard. relevance the ensure to as so operations business Group’sthe of complexity and nature size, prevailing the with appropriate basis, regular on reviewed are membership Board of composition and number The Appointment andRe-electionofDirectors the corporategovernance. of principles and objectives the meets NRCs the of composition the that view the of is Board The and vested with JCorp Group NRC functions are now dissolved. the NRCs, responsibilities of the Company’s Company’s NRCs previously the to resolved of 2011 April establishment the With NRCs. 6 own its establish on had Board The Statement Governance Corporate . RemunerationCommittee(RC) B. Ensure anappropriate frameworkandplan 4. Board the of effectiveness the Evaluate 3. on seats the fill to directors Recommend 2. NominationCommittee(NC) A. The NRCsare established primarilyto: Purpose The termsofreference oftheNRCsare asfollows: ÊÀiÊV«iÃ>Ìi`ÊÀi>Ã>LÞÊÊ} ÌÊvÊÊ UÊ Ê `Û`Õ>Ê Ì iÀÊ Ê vÀÊ ÀiÜ>À`i`Ê v>ÀÞÊ ÀiÊ UÊ Ê Ê theCompany’s objectives;and contributiontooverallperformance; in Board the to assistance Provide 1. forBoard succession. individual director; size each of contributions and composition) and the (including Committee Board and Board Committee; Board directorship; for candidates recommend and Identify 1. xctv drcos n apial senior management oftheCompany: applicable and that and directors ensure to executive is these RC management the fulfilling responsibilities, In Officer. Executive senior Chief directors, executive of remuneration the determining
ManagingDirector RozanMohdSa’at 4. Non-IndependentNon-ExecutiveDirector ZulkifliBinIbrahim 3. IndependentNon-ExecutiveDirector KuaHweeSim 2. Chairman TheRCconsistsofthefollowing: IndependentNon-ExecutiveDirector B. KuaHweeSim 3. IndependentNon-ExecutiveDirector Tan SriDato’SeriArshadAyub 2. Chairman Kamaruzzaman AbuKassim 1. TheNCconsistsofthefollowing: A. Memberships oftheNRCs ExecutiveOfficer’s performanceagainstthe ReviewtheManagingDirector/Chief 3. EstablishtheManagingDirector /Chief 2. Ê ÀiÊV«iÃ>Ìi`ÊÃ>ÀÊÌÊÌ iÀÊÊ UÊ Ê Ê . KamaruzzamanAbuKassim 1. goalsandobjectivesset. ExecutiveOfficer’s goalsandobjectives; companies. Statement Governance Corporate
SINDORA BERHAD 2010 - 135 SINDORA BERHAD 2010 - 136 The Secretary of the NRCs shall be the Company the be shall NRCs the of Secretary The information such to access have shall NRCs The The NRCs shall meet at least once a year. Additional Meetings Chairperson the votes, of equality of event the In terminates member NRCs the of appointment The The agenda of each meeting including supporting including meeting each of agenda The process. this in participate to management request from the NRCs members. input The Chairperson with may the Chairperson also NRCs be the of responsibility shall agendas meeting NRCs Secretary. when sorequested. NRCs the of meeting the leave to Chairperson the by required be may attendance in management of NRCs’ the members and directors Non-NRCs responsibilities. out carry to necessary, as meetings, consultants as applicable to participate in the NRCs other request and counsels management, of members may directors, NRCs The determined Company. procedures the by the and with accordance Group appropriate in or the necessary deems within it from as externally, both advice, and administration. to govern their meetings, keeping consideredof minutes and its time to as time from procedures The establish may NRCs Chairperson. the scheduled or NRCs the by be necessary shall meetings of thememberstochairmeeting. the one elect of shall present absence members the the Chairperson, In vote. casting a have shall executive no have shall powers. NRCs The the Company. of director a be to ceases member the when The duties of the NRCs shall include the following: ScopeofActivities available be shall NRCs the of Chairperson The Chairperson, respective its through NRCs, The duly be to minutes the cause shall NRCs The Annual GeneralMeetingoftheCompany. the at work NRCs the about questions answer to Part 2AAIX. in accordance with the Best Practices of the Code a Company making the of Report in Annual the in Board disclosure the assist to necessary as NRCs shallprovide suchinformationtotheBoard The decision. informed an make to Board the for necessary be may as information supporting and the background such provide to shall NRCs the Board, recommendation meeting. any NRCs presenting When each after of Board meeting next the Directors’ at Board the to report shall facts the thereon stated. of proof further any without evidence conclusive the be shall signed, so if and meeting, were proceedings held or the by the Chairperson of the next succeeding which at meeting the of Chairperson the by signed be shall minutes Such all resolutions and proceedings of all the meetings. of purpose the for provided books the in entered all thosewhoare required toattendthemeeting. and members NRCs the to meeting each before information shallbecirculated atleastsevendays Statement Governance Corporate . NominationCommittee A. . o osdr eaut ad rps to propose and evaluate consider, To 3. the to recommend and annually Toreview 2. Board for criteria the determine To 1. Ê-â] «ÃÌ] ÊÊÃÃ]Ê vÊ ÝÊ V«ÃÌ]Ê -âi]Ê UÊ the NCshallhaveregard to: the Board on the candidate for non-executive directorship, to recommendation a making or In position. executive of whether appointments, board new any Board the effectively andefficiently; to the Board and other qualities to function which non-executive directors should bring competencies core experience, and skills of mix required the including Committees balance and composition of the Board and size, structure, the to regards with Board qualities, serve ontheBoard; to nominee other a qualify best will and that factors including education skills, experience, membership, Ê ÃÊ*>ÌVà v Ê `Ê*ÀÊÓÊ *>ÀÌÊ `iÊ Ì iÊ vÊ *À>VÌViÃÊ iÃÌÊ UÊ contribute totheexistingBoard; and can candidate time recommended the that and resources level commitment, Board, of existing the of qualities other and competencies experience, of theBoard. up at least one-third of the membership make should independent directors that non-executive and Board the by judgement to bear on issues considered and experience to bring an independent skill necessary the have and credibility calibre, of persons be should directors non-executive that whichstipulate AAIII . To evaluateonanannualbasis: 7. for processes implement and establish To 6. To evaluate and 5. recommend the appointment responsibilities the Board the to Topropose 4. . To recommend totheBoard: 8. assessing thecontributionofeachdirector. for and Board the of Committees the whole, assessing the effectiveness of the Board as a of theirservice. not) (or continuation the and duties their and Executive Chief or Director Managing the of that including positions, executive senior of including directors, Committees. Board of Chairpersonship and non-executive membership of Ê/À> v iLÀ « v `Û`Õ>Ê vÊ iLiÀà «Ê vÊ /iÀ>ÌÊ UÊ LÞÊ ÀiÌÀ}Ê >ÀiÊ Ü Ê `ÀiVÌÀÃÊ 7 iÌ iÀÊ UÊ Ê/ iÊivviVÌÛiiÃÃÊvÊÌ iÊ ÌÌiiÃÊvÊÌ iÊUÊ `ÀiVÌÀ½ÃÊ i>V Ê vÊ ivviVÌÛiiÃÃÊ / iÊ UÊ Ê/i viÌÛÃÊÊÌi ÀÊ>Ê>Ê >ÃÊ >À`Ê Ì iÊ vÊ ivviVÌÛiiÃÃÊ / iÊ UÊ ietr n codne ih oiy for policy, cause ofotherappropriate reasons. with accordance in director oain hud e u frad o re- for election; and forward put be should rotation edak o h drcos n epc of their performance; respect in directors the to feedback Board relevant the Committees and and to provide the necessary Board the of effectiveness the to contribute to ability Board; and whole. Statement Governance Corporate
SINDORA BERHAD 2010 - 137 SINDORA BERHAD 2010 - 138 . RemunerationCommittee B. . o eiw n rcmed h entire the recommend and review To 3. maintained is link strong a that ensure To 2. the recommend and establish To 1. Toreferredas matters other consider the to 11. and training adequate for provide To 10. To establish appropriate plans for 9. succession of theservicecontract. any termination and the on payable expenses; compensation and fees bonuses, of other contract any entitlement; scheme incentive or or employment pension benefit, the any employment/service; including executives, terms of senior other of the executive director and, as appropriate, each for packages remuneration individual executive total forming of the directors. of package setting proportion remuneration significant remuneration a of agreed elements performance-related against the targets, and performance remuneration of individual level the between as policy the to necessary. changes review for to and policy applicable, if executives, key and and directors structure remuneration NC bytheBoard. the Board andCompany. to contribution their to regard with Board the Group as well as the expectations of the the business, structure and management of to respect with directors new of orientation management level. senior at appropriate, if and level, Board at i AUDITCOMMITTEE ii) on pages147to150ofthisAnnualReport. detail in described are held meetings of number the and year the during activities its reference, of The composition of the Audit Committee, its terms and which statements reporting processes. Group, financial the the reviewing include and of management processes risk governance control, internal the of assists theBoard initsreview oftheeffectiveness Audit AC The Directors. the Independent are whom of statement, (2) this of date Committee (AC) comprises three the (3) members, two at As . o osdr te mtes s eerd to referred as matters other consider To 7. compensation approve and consider To 6. for standards performance the review To 5. Managing the with review To 4. the RCbyBoard. employment/service contract. the of early termination of event the in appropriate, executives, where key and for directors executive payments commitments/severance programs compensation where appropriate. Group’s the key executives to be used in implementing objectives and the corporatestrategy. Officer, to contribution as well as objectives these goals and to assess his/her Executive performance against his/her Director/Chief Statement Governance Corporate Details of the Directors’ remuneration (including benefit in-kind) paid to each Director during the financial year 2010 are asfollows: financial the during Director each to paid in-kind) benefit (including remuneration Directors’ the of Details An fee. standard a additional feeisalsopaidforeachattendancetotheBoard andAuditCommitteemeetings. on based are remuneration Directors’ Non-Executive appropriate. as available made are Director’sManaging The benefits customary Other emoluments. other remunerationand salary basic comprises determine and review to the specific proceduresremuneration and package of the policy Executive Directors framework, and senior the executives of on Sindora Group. recommendations making for responsible is NRC The DIRECTORS’ REMUNERATIONS IETR SLR DRCOS TE MEIG EEI-NKN TOTAL BENEFIT-IN-KIND MEETING OTHER DIRECTORS SALARY DIRECTORS # Salary includes basicsalary, fixedallowances,theCompany’s contribution toEPFandbonuses (#) am i amn 37,500 - Halmi BinJasmin Arshad Ayub Tan SriDato’Seri Hashim Muhammad Ali 56,250 Tan SriDato’ Non-Executive 635,940 Rozan MohdSa’at Executive u weSm 37,500 - Kua HweeSim ukfl i bai - 37,500 - Zulkifli BinIbrahim i dAi - 37,500 - Bin MdAmin Dato’ Ir. AbdHak Mohd Yunos Tn HjHassanBin Bin Ahmad Dr MohdHafetz # R) FE(M ALWNE LOAC (RM) ALLOWANCE ALLOWANCE FEE(RM) (#) (RM) 37,500 75,000 - - 18,813 37,500 - -
(RM) ------3,600 2,000 2,800 2,500 1,200 1,600 (RM) 400 - - Statement Governance Corporate 081 753,081 60,891 ------41,100 77,000 37,500 40,300 40,000 38,700 19,213 39,100 (RM)
SINDORA BERHAD 2010 - 139 SINDORA BERHAD 2010 - 140 oprt ad te priet nomto o the on information pertinent Group’s variousactivities. other and corporate financial, latest the to access quick providesand easy also www.sindora.com.my website, Company’s The key activities. information on its business, financial and other Group’swith investors and shareholders the its provide by to used Board channel another is Report Annual The pertaining totheGroup. questions raise to opportunity the with shareholders provides and Group the progressof and performance the presents Board the AGM, each At shareholders. an as serves (AGM) with dialogue and communication for forum important Meeting General Annual The (AGM), Annual Reportsanditswebsite. Meetings and General shareholders Annual through its investors with communicates Sindora make to investors timely informed investmentdecisions. and shareholders the enable ensure to and information sufficient Malaysia management and relevant clear, Bursa disseminate to and made are announcements Board The of theGroup’s performance. and investors shareholders, stakeholders with a balanced and comprehensive provide view to are optimised communication of Channels stakeholders. and in policy transparent respect and of its open relationship with an its shareholders, adopts investors Sindora COMMUNICATION AND SHAREHOLDERS’ INVESTORS’ RELATION detriment oftheminorityshareholders. the to not and public the to available than generally those parties related the to favourable terms, not commercial are which normal on are and basis length Group are in the ordinary course of business, on arm’s the by RRPTsundertaken The 156. to 151 pages on out set are 2010 in parties related its with Group the by into entered Recurrent (RRPTs) Transactions The Party Related involved. transactions all party reviews related Committee Audit its through Board The Related PartyTransactions out onpages142to146ofthisAnnualReport. Group is given in the Statement on Internal Control set the within control internal of state the of overview An business. the of aspect compliances and to operation responsibility full financial, the covering system control sound its a ensure acknowledges Board The ControlInternal and toeffect anychangesasrequired policies byMASB. accounting Group’s the the of the reviewsappropriateness and also It reporting. process financial its reporting of integrity financial Group’s oversees the Committee Audit the through Board, The statement toshareholders. financial annual and quarterly its releases it time each the of Group’s assessment financial performance and its future balanced prospects and accurate clear, a present and provide to committed fully is Board The Financial Reporting ACCOUNTABILITY ANDAUDIT Statement Governance Corporate Non-AuditService Audit-RelatedService espi/aal oAdtr RM Fees paid/payabletoAuditors external auditors are setoutbelow: the to 2010 in paid/payable and fees related audit non audit audit, statutory the of details The 147 to150ofthisAnnualReport. pages on out set is auditors external and internal the to relation in role its outlining Committee Audit the of report detailed A year. a twice least at management, presenceBoardExecutive senior the and of members The AGM. and the without auditors, the with meets Committee Committee Audit Audit attend with are to Auditors invited relationship external The professional auditors. Company’s the and transparent a maintains Committee, Audit the through Board, The Relationship WithAuditors meetings convenedtoconsiderthematter. in respectBoardthe at transactions such of general and resolution relevant the on voting and deliberating and interest an deemed connected to a transaction shall abstain from has who Articles Director a Company’s Association, the of Malaysia’s and Bursa Requirements in out relatedListing recurrent set into As enter transactions. to party Group the allow mandate to shareholders’ the obtained Company the 2010, June 21 on held Meeting General Annual the At Total Statutory Audit 457,000 100,000 357,000 - ...... financial yearended31December2010. the throughout Governance Corporate of Practices Best and principles the with complied consistently had Group Sindora that opinion the of is Board The COMPLIANCE TOTHECODE back transactionduringthefinancialyear. The Companydidnotundertakeanyshare buy- Share Buy-Backs ADDITIONAL INFORMATION KAMARUZZAMAN ABUKASSIM ROZAN MOHDSA’AT Managing Director Chairman Statement Governance Corporate
SINDORA BERHAD 2010 - 141 SINDORA BERHAD 2010 - 142 M iais d Bd M Vtol) hv nt been not have - Vitaoils) (MM Bhd Sdn Vitaoils MM and Sdn (Orkim) Bhd Sdn Marketing Orkim Tepak Marketing), (Tepak Bhd - Companies Statement, Associate Control Internal the this of purpose the For auditreports.internal by the auditors external in their management letter and the work of the internal audit unit and comments made controls through the Audit Committee, which oversees Board reviews the The effectiveness of guideline. the regulatory system of or internal environment business to the system of internal controls when there are changes enhancing includes process This Group. the by faced for identifying, processevaluating and on-going managing the an significant risks established has Board The financial lossesand/orfraud. not absolute assurance against material misstatement, but reasonable only provide to designed is limitation, inherent its to due system, this that recognises The Group level. acceptable objectives at its managed and of identified are pursuit facing in risks businesses the Group’s that the ensure internal to of designed system is Group’scontrol The control. internal of Group’sthe effectivenessof and adequacy the system reviewing and overseeing in responsible is Board The RESPONSIBILITY Company” Listed issued byBursaMalaysia. Public of Directors for “Guidance the with accordance in prepared was statement The year.financial the during Group the of control internal on scope and nature the outlines which control(statement), internal on is statement Board the provide The to pleased assets. Group’s the and investment risk management practices to safeguard shareholders’ and control internal of system sound a of importance Sindora’s Board of Directors (The Board) recognises the FRAMEWORK INTERNAL CONTROL diagram below: the in illustrated as elements Sponsoring fundamental (5) five on focuses It of 2001. since control internal assessing for Committee (COSO) Commission Treadway the the of Organisations by Framework The Board has adopted The Internal Control-Integrated the CompanyonBoard ofTepak Marketing. represents Manager General Senior The subsidiaries. its and Orkim of Board the on also is Amin, Abdul Md Hak Dato’ Director, another Further, Vitaoils. MM and Orkim of Boards the on Company representsthe Director Managing The Companies. Associate the of boards the on representations through safeguarded Sindora’sare Group.interests the of part as included
Monitoring Information & Internal ControlInternal Statement on Control Enviroment Assessment Activities Control
Risk
Communication Monitoring . RISKASSESSMENTS 2. CONTROLENVIRONMENT 1. hs s o nue ht h etr ky risks be will key upon agreed entire been the has that that universe ensure to is This strategic planning process and corporate plan. >`Ê `iÌwV>ÌÊ Ì iÊ Ê >À`Ê Ì iÊ ÃÃÃÌ}Ê UÊ policy include: Group’sthe risk of principles underlying main The culture, peopleandtechnology. management framework that includes the risk strategy, and policy the of implementation the ensure Officers of respective subsidiaries is responsible to The Group Chief Risk Officer, supported by the Risk external and factors. internal consideration into whole, taking a as the Group the manage Group affecting risks and significant the monitor evaluate, enabled identify, to has adopted framework (EWRM) Management Risk Enterprise-Wide The maintenance ofastrong control environment. the support which requirements, operations and business to aligned of accountability and limits authority responsibilities, of lines defined clearly with established been has Group’sstructure The compromised. actions, that integrity and ethical values cannot be and words through stakeholders, and staffs all to demonstrating by subsidiaries its and Sindora for tone the set Management Senior and Board The Ê} Ê« Ê`Û«iÌ v ÌÃÊ vÊ `iÛi«iÌÊ Ì iÊ Ê ÀÕ«Ê Ì iÊ Õ`}Ê UÊ risks. treatment oftheCompany’s most significant
Ê/i Ê>ViÌÀÊVÛÀÊ> ÀÃÃÊ >Ê VÛiÀÃÊ >ÀV ÌiVÌÕÀiÊ ÀÃÃÊ / iÊ UÊ goals andobjectives. organization’sthe with aligned are operations all management and the employees. Through the KPIs, Group, the of performance the monitoring and evaluating for basis a as (KPIs) Indicators Performance Key implemented had Group The >ÀiÊ ÃÕLÃ`>ÀiÃÊ ÌÃÊ >`Ê «>ÞÊ / iÊ UÊ the throughout planning process. consideration into taken and investments. businesses respective their with associated expressly responsible for managing the risks and hazards. operational financial, strategic, – categories Internal ControlInternal Statement on
SINDORA BERHAD 2010 - 143 SINDORA BERHAD 2010 - 144 hs icue mn ohr srtgc plans, strategic others among include These of lines clear promotes structure Group’s The INFORMATION ANDCOMMUNICATION 4. ISO its upgraded successfully had Sindora control internal and objectives control Policies, CONTROLACTIVITIES 3. norgd o umt rpr sol they should report a suspect anyirregularities andwrongdoings. submit are to employees encouraged where Mungkar) Nahi (Borang Group has adopted a `whistle blowing’ mechanism The courses. induction and training and circulars website, discussions, and meetings reports, hoc ad- and specific statements, mission and vision informal and Formal Group. communication initiativesare alsoinplace. the and units matters, on business the of organization the regularly impacted which direction and Employees information stakeholders. receive organisation with the and throughout communication of carparkisalsoISO9001:2000certified. management the Meanwhile, 2011. February 18 subsidiaries. Islamic the Standard - MS 1900:2005 certification on obtained and successfully has businesses Sindora Further, 9001:2008 of monitoring ISO and investment of provision to of scope the under certification 9001:2000 of duties. segregation and assets of security performance, operating of reviews reconciliations, inspection, authorisations, approvals, as diverse as activities levels and in all functions. They include a range of Control activities occur throughout the Group, at all compliance with policies and in statutory obligation. are Group the of operations and activities all ensure to designed is risk control Internal each identified. for applied and designed been have hlt h Bad anan fl cnrl f the of control full maintains Board the Whilst Committee Governance Internal The internal audit function of the Group is carried AuditFunction Internal performances operational and Financial MONITORING 5. Group asfollows: facilitate the of risks of management to and operations the committees governance the various management established has management the Accordingly, the it system. control internal to the of issues, implementation delegated compliance financial, has and strategic, organizational over direction Group’s processes within theGroup. business key over exposures risk Group’s the potential anticipating in system of control internal effectiveness adequacy, and the efficiency on assessment independent an provide to Department. undertaken were audits Audit Internal Internal Sindora’s by out matters serious reported totopmanagementandtheBoard. with upstream, reported be performing in would deficiencies control Internal duties. take their personnel actions and other activities, supervisory regular and includes management It operations. of in course occurs the reported monitoring going any On on irregularities. taken actions appropriate and intended as functioning are they ensure to or met management the by aremonitoredconsistently are targets exceeded. Control activities in all business units whether management determine the by to reviewed regularly are Internal ControlInternal Statement on ness model/approach, financial Committee Planning of management resource human Strategic to related strategies and policies, Committee Group. the within Perjawatan’ Management ‘Induk Risk Committee Management new Risk evaluate for proposals projects/investment and assess To Committee implementa the monitors Investment and issues operational on review To (MCM) Committee Management TERAJU PRIMARY FUNCTIONS COMMITTEE eemnto o KPIs, mechanism oftheGroup. of rewards and payments dividend determination and gearingissues,HRmatters, the strategicdirection, new busi Toformulate and review,evaluate the Group. issues, propose and evaluate To of implementation the review To the Board. and TERAJU to recommendation Audit CommitteeandTERAJU. Board, the by decisions of tion for matters Board’s approval. including policies and t issues n e strategic m on e focuses g a n a that m t committee s decision-making e h g i h e h T omte aqiiin o dsoas of disposals or acquisitions and determine evaluate, To Committee Selection Tender and agreements new any review To Committee Agreement PRIMARY FUNCTIONS COMMITTEE prior to execution in order to to order in execution to prior dios o/y h Group. the for/by advisors contracts of purchases, and appointments of consultants/ awards assets, recommend protected/ are safeguarded. the Group within companies the and ensure that the interests of Sindora Internal ControlInternal Statement on
SINDORA BERHAD 2010 - 145 SINDORA BERHAD 2010 - 146 Chairman KAMARUZZAMAN ABUKASSIM ...... Group’s the control environment. strengthen continuously to committed totally is management during the reviewand under period the identified weaknesses control the all address to measures pro-active taken had management The financial statements. and report annual the of approval and date the to up development material any of account taken has and of system the of internal controls and effectiveness risk management within the the Group of review the for throughout the financial year ended 31 December process2010 ongoing an is there that confirms Board The EFFECTIVENESS OFINTERNALCONTROL ietr, s n codne ih rslto o the of of resolution a BoardBoard ofDirectors dated17March 2011. with the accordance of in is behalf Directors, on signed statement, This other of stakeholders. interest the and investments is shareholders’ Group the throughout Group’sthe safeguard to assets, adequate and sound place in of controls system current the internal that view the of is Board The ASSURANCE Managing Director ROZAN MOHDSA’AT ...... Internal ControlInternal Statement on MEMBERSHIP the Board haveestablished. and Management the which controls, internal of It measures. shareholdersreviewsas well as others and system the control the to provided be internal to information financial the reviews Group’s Sindora of effectiveness and sufficiency ensuring and practices and responsibilities relating duties to accounting statutory and reporting its discharging in Sindora of Board”) (“the Directors of Board the (“the assist to Committee is Committee”) Audit the of objective primary The of MIA. Zulkifli Ibrahim is also a Fellow of ACCA and a member Similarly,(MIA). Accountants of Institute Malaysian the a Chartered Accountant by profession and a member of Certified Accountant (ACCA), United Kingdom and also Kua Hwee Sim is a Fellow of the Association of Chartered operations Group’s the controlsagainst internal andriskfactors. about ask questions and statements pertinent financial to able interpret are and and analyse literate financially are members All (Non-IndependentNon-ExecutiveDirector) ZulkifliBinIbrahim 2. (IndependentNon-ExecutiveDirector) KuaHweeSim 1. Members (Independent Non-ExecutiveDirector) Tan SriDato’SeriArshadBinAyub Chairman two comprises Independent Non-ExecutiveDirector asfollows: currently Non- one and Directors Committee Non-Executive Independent Audit The
eea Mngr Fnnil otolr Finance attendance. Controller, in Secretaries Financial Company and Manager,Audit Internal Manager, General Director,Managing Senior the with meetings (4) four year financial the ended 31 December 2010, the Audit Committee held During require. as meetings, circumstances additional convene to authority with year,a times four least at met Committee Audit The MEETINGS Secretary isthesecretary oftheCommittee. the Malaysian Institute of Accountants. The Company of member a is Committee Audit the of member one in carrying out the function of the Committee. At least judgment independent of exercise the with interfere no and has and relationship, Directors which in the opinion directorsof the Board, would independent Non-Executive is majority arethe members. members (3) three All than less not comprised and members its amongst from Directors of Board by the appointed are Committee the of members The MEMBERS REFERENCE OF TERMS AND COMPOSITION Report Audit Committee
SINDORA BERHAD 2010 - 147 SINDORA BERHAD 2010 - 148 ÊÛÃ>i ÊÌiÊÜÌÊÃ iÊvÊ ÌiÀÃÊ ÌÃÊ ÜÌ Ê >ÌÌiÀÊ >ÞÊ ÛiÃÌ}>ÌiÊ UÊ The CommitteeisauthorisedbytheBoard to: AUTHORITY and procedures systems oftheGroup, wherever appropriate. controls, meeting, internal the each on improve to of management for conclusion made were recommendations the At Auditors. from the annual audit of the Group by the Company’s Special notice was taken on significant issues arising U 8 Group. the of accounts financial the and place in systems UÊ U control UÊ internal various the Auditors, Audit Internal the of The issues. specific Committee reviewed and appraised the audit reports on UÊ the UÊ Committee UÊ brief to Audit invited also and were Auditors Agent Company’sManagement the of UÊ Representatives UÊ UÊ Zulkifi BinIbrahimÊÊ UÊ Kua HweeSimÊ Seri ArshadAyubÊ Tan SriDato’ DIRECTORS was asfollows: The attendanceofeachmembertheCommittee Ê > iÌ VÌÊÜÌÊÌ iÊ ÜÌ Ê VÕV>ÌÊ `ÀiVÌÊ >iÊ pertainingtotheGroup; UÊ >`ÊÌ iÊÀiÃÕÀViÃÊÜ V Ê>ÀiÊÀiµÕÀi`ÊÌÊ reference; UÊ internal audit functionsoractivities; internal the out carrying person(s) and auditors external Ê>Ê>ÊÕÀiÃÌÀVÌi`Ê>VViÃÃÊÌÊ>ÞÊvÀ>ÌÊ performitsduties; UÊ 8Fb 6My 3Ag 23Nov 23Aug 26May 18 Feb 00 00 00 2010 2010 2010 2010 DATE OFMEETING
n ohr ea requirements. legal other and standards accounting with Compliance iv. assumption. Thegoingconcern audits. external iii. the from arising adjustments Significant practices. ii. and policies accounting in changes Any i. focusingparticularlyon: Company, the of statements financial annual Ê >ÕÌÊÌi ÕÀiÊÌÀ iÕÌÊ>`Ê ÀiÃÕÌÃÊ ÌiÀÊ µÕ>ÀÌiÀÞÊ Ì iÊ Û>Õ>ÌiÊ auditors. ÜÌ Ê theexternal w`}ÃÊ >`Ê UÊ Ài«ÀÌÊ >Õ`ÌÊ Ì iÊ >ÞÃiÊ letters Ê management andmanagementresponses. the review auditors’ UÊ external particular of the in procedures and Ê Company/Group control accounting and system audit control internal of effectiveness and plan audit ÃÃiÃÃÊ>`ÊÀiÛiÜÊÌ iÊ>`iµÕ>VÞÊ>`Ê audit, reports oftheCompanyandGroup. of UÊ nature Ê Ê,ÛiÊ>` «ÀÛÊÌi V«Ê>`Ê ÃV«iÊ Ì iÊ >««ÀÛiÊ >`Ê ,iÛiÜÊ UÊ Ê AuditorsandFinancialStatements External Committee the of responsibilities include thefollowing: and duties The whenever both, Company, DUTIES ANDRESPONSIBILITIES or the directors other of deemednecessary. auditors of employees attendance and internal the excluding the auditors, `i«i`iÌÊ Ì iÀÊ ÀÊ i}>Ê iÝÌiÀ>Ê "LÌ>Ê UÊ Ê/ÊVii iÌÃ ÊiÝÌiÀ>Ê Ì iÊ ÜÌ Ê iiÌ}ÃÊ VÛiiÊ /Ê professional adviceifitconsidersnecessary; UÊ Report Audit Committee
h mjr vns oee b the by thesematters. concerning covered recommendations management and Board the make to events and Committee major the Ê,«ÀÊÌÊÌi ÀÊÊ> iÕ>ÊLÃÃ Ê L>ÃÃÊ Ài}Õ>ÀÊ >Ê Ê >À`Ê Ì iÊ ÌÊ ,i«ÀÌÊ UÊ Ê had management that takentominimisetherisks. steps the Reporting Responsibilities assess and exposure or risk significant any discuss Ê,ÛiÊÀÃÊ}ÊÀ«ÀÊ>` ÌÊ >`Ê Ài«ÀÌÊ >>}iiÌÊ ÀÃÊ ,iÛiÜÊ UÊ Ê deemed the necessary. whenever privately, that discussed Risk Management matters be should believed any audit internal or discuss Committee to Audit Ê iiÌÊÃi«>À>ÌiÞÊÜÌ ÊÌ iÊiÝÌiÀ>Ê>Õ`ÌÀÃÊÌÊ UÊ Ê Ê,Vi` Ê >` Ì iÊ Ê >À`Ê Ì iÊ ÌÊ deemed ,iVi`Ê whenever be necessary. should privately, UÊ believed discussed auditors Committee the external Ê that or matters any discuss Ê iÊëÀÌÊÜÌÊÌi i` v ÌiÀ>Ê vÊ i>`Ê Ì iÊ ÜÌ Ê Ãi«>À>ÌiÞÊ iiÌÊ investigationsandmanagement’s response. UÊ Ê ÃV«i]Ê Ì iÊ vÊ >`iµÕ>VÞÊ Ì iÊ ,iÛiÜÊ UÊ Ê related other and matters. fees audit the Audit Internal auditors, external the of resignation and appointment Ê,ÛiÊÌi ÜÕÊ>Ìà >iÊLÊÌ iÊ LÞÊ Ì>iÊ >VÌÃÊ vÜÕ«Ê Ì iÊ ,iÛiÜÊ carry to outitswork. authority necessary the UÊ has it that Ê Company’sensureand function audit internal the of resources and competency functions, aaeet n nig and ÌiÀ>Ê findings vÊ w`}ÃÊ >ÀÊ Ì iÊ on Ã`iÀÊ recommendationsauditors. bytheinternal UÊ management Ê
Ê*iÀvÀÊÌ iÀÊ>VÌÛÌiÃÊÀi>Ìi`ÊÌÊÌ ÃÊ/iÀÊ bytheCommitteeandBoard. UÊ Ê eatets nul ui pa, nldn its including resources andtrainingneeds. plan, audit annual Department’s >`Ê ÌÀ>Ã>VÌÃÊ «>ÀÌÞÊ Ài>Ìi`Ê >ÞÊ ,iÛiÜÊ UÊ Ê Other Responsibilities Ê,ÛiiÊ>` «ÀÛ` i Õ`ÌÊ ÌiÀ>Ê >««ÀÛi`Ê >`Ê ,iÛiÜi`Ê UÊ Audit Internal accounts andrecommended thesametoBoard. audited annual and results quarterly >Õ`ÌÀÃÊ iÝÌiÀ>Ê Ì iÊ ÜÌ Ê iiÌ}ÃÊ i`Ê UÊ management and and findings lettersincluding managementresponse. issues audit such of from resolutions issues and results ÜÀÊ vÊ ÃV«iÊ >Õ`ÌÀ½ÃÊ iÝÌiÀ>Ê Ì iÊ ,iÛiÜi`Ê UÊ AuditorsandFinancialStatement External the included following: Committee Audit the of activities the 2010, December 31 ended year financial the During SUMMARY OFACTIVITIES anddefinedbytheBoard. requested as areas other and Reference of *iÀvÀÊ>ÞÊÌ iÀÊvÕVÌÃÊ>ÃÊ`iÌiÀi`Ê withintheCompany orthebusinessunits. arise may that UÊ situation interest of conflict Ê ÊÃÃiÊ>` iÜ` ÊÕ>Õ`Ìi`Ê Ì iÊ ÀiÛiÜi`Ê >`Ê ÃÃiÃÃi`Ê UÊ themanagement. and Directors Executive of presence the without Ì iÊ Ê >Õ`ÌÀÃÊ iÝÌiÀ>Ê Ì iÊ ÜÌ Ê ,iÛiÜi`Ê UÊ andaudit plan Report Audit Committee
SINDORA BERHAD 2010 - 149 SINDORA BERHAD 2010 - 150 s eurd y aarp 1.7 f h Listing The of 15.27 paragraph Requirements (LR)ofBursaMalaysia. by required Committee Auditor Audit as Internal the to Certified directly reports a who (CIA) by led and in-house managed Groupis the for function Audit Internal The INTERNAL AUDITFUNCTION Ê,ÛiiÊÌi i ÕÊÀ«ÀÃÊÜ V Ê Ài«ÀÌÃ]Ê >Õ`ÌÊ ÌiÀ>Ê Ì iÊ ,iÛiÜi`Ê UÊ Ê*iÀvÀi`ÊÌ iÀÊ>VÌÛÌiÃÊ>ÃÊÕÌi`ÊÊÌ iÊÕ`ÌÊ UÊ the Group’s in AnnualReport included be to Statements Governance Ê ÃÕÃ` >>iiÌ VÊÌ>iÊ >VÌÃÊ Ê >>}iiÌÊ ÜÌ Ê ÃVÕÃÃi`Ê UÊ recommendation andmanagement’s response. issues, audit the highlighted Ê,ÛiiÊÌi i ÌÊ>` À«À>ÌiÊ >`Ê ÌÀÊ ÌiÀ>Ê Ì iÊ ,iÛiÜi`Ê UÊ Other Activities transactions entered intobythe Group. Ê,ÛiiÊÌi iÕÀÊÀÌ` «>ÀÌÞÊ Ài>Ìi`Ê ÀiVÕÀÀiÌÊ Ì iÊ ,iÛiÜi`Ê UÊ Related PartyTransactions toaddress andmitigatesuch risks. taken actions and risks strategic and operational eesr, nldn bt o lmtd o the to limited not Company’s legalandregulatory compliance. but including necessary, Charter and other activities that the Board deems iÞÊ ÀÕ«½ÃÊ Ì iÊ ÀiÛiÜi`Ê >`Ê >ÞÃi`Ê UÊ Risk Management auditreports. internal the in identified improvement for opportunity on based control internal of systems the improve to
Chairman, AuditCommittee TAN SRIDATO’ SERIARSHADAYUB ……………………………....……………. the for scheme Audit Committeetoreview andverify. option share employee no is There SCHEME (ESOS) STATEMENT ONEMPLOYEESHAREOPTION was function audit ended approximately RM271,000. internal for year 2010 financial December the 31 during incurred cost The parties concerned for their reference and further action. the to forwarded were performed audit the of reports resultingThe agent. management the of controlfunction audit internal internal the by out the carried tests and on reviews on relies assurance the engaged, is agent management a which mill, oil palm and estates Group’sthe palm of oil operations the to regards With request. and operations Audit Plan or of as special ad-hoc Annual audits at the management’s units with accordance in companies on subsidiary follow-ups audit and investigations assignments, audit conducted IA year, financial the During systems. control its of monitoring and implementing designing, in framework established Group’sthe with consistent is This audit. conducting and planning in approach risk-based a adopts IA The and within theGroup. efficiency independent processesbusiness exposureskey risks over potential adequacy, provides the anticipating in controlsystems internal effectivenessof (“IA”) on Audit assessments Internal The Report Audit Committee OF AREVENUEORTRADINGNATURE RECURRENT RELATED PARTY TRANSACTIONS 3 2 1 No Sindora Berhad Sindora Berhad Sindora Group Berhad Sindora Group involved withthe Kulim (M)Berhad Bhd (JTP) JTP Trading Sdn Sdn Bhd(EPA) EPA Management Related Parties Company and/ or Subsidiary Company Interested Director Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim (M)Berhad Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Kassim Kamaruzzaman Abu Director Kulim (M)Berhad Major Shareholder Kulim (M)Berhad Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director and/or Major Shareholder Relationship with (M) Berhad. subsidiary ofKulim a 75.0%owned Sindora Berhadis Berhad. of Kulim(M) owned subsidiary JTP isa75.0% Berhad. of Kulim(M) owned subsidiary EPA isawholly- Sindora Berhad Nature of Group Berhad. from Kulim(M) office space Rental of JTP. houses to Rental ofshop services. of related and provision commission palm oilmill, plantation and of oilpalm Management Transaction Disclosure Additional Type of Transaction Aggregate 2,348,000 2010 (RM) 290,732 Value of 42,000
SINDORA BERHAD 2010 - 151 SINDORA BERHAD 2010 - 152 6 5 4 No Sindora Berhad Sindora Berhad Sindora Berhad Sindora Group involved withthe Kulim (M)Berhad Kulim (M)Berhad Group (JCorp) Johor Corporation Related Parties Company and/ or Subsidiary Company Interested Director Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim (M)Berhad Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Kassim Kamaruzzaman Abu Director Kulim (M)Berhad Major Shareholder Kulim (M)Berhad Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director and/or Major Shareholder Relationship with (M) Berhad subsidiary ofKulim a 75.0%owned Sindora Berhadis (M) Berhad subsidiary ofKulim a 75.0%owned Sindora Berhadis (M) Berhad. company ofKulim JCorp istheparent Sindora Berhad Nature of Group Disclosure Additional estate. Kulim Group FFB salesto estates. Group’s from Kulim purchased FFB services). registrar and company audit internal advisory, training, legal services, staff secretarial (For example: JCorp Group. rendered by services and corporate Administrative Transaction Type of Transaction Aggregate 15,808,790 30,170,673 2010 (RM) Value of 132,588 oSindora No 10 9 8 7 Sdn Bhd Shipping EPASA Group Bhd (M) Sdn Parking Metro Group Bhd (M) Sdn Parking Metro Sdn Bhd Solutions Office Pro Group involved withthe Sdn Bhd(JLSB) Johor Logistic Sdn Bhd(DASB) Damansara Asset JCorp Group JCorp Group Related Parties Company and/ or Subsidiary Company Interested Director Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim Major Shareholder Kulim Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim (M)Berhad Major Shareholder and/or Major Shareholder Relationship with of JCorp owned subsidiary JLSB isawholly- of JCorp owned subsidiary DASB isawholly- (M) Berhad. company ofKulim JCorp istheparent (M) Berhad. company ofKulim JCorp istheparent Sindora Berhad Nature of Group from DASB. office space Rental of services. and related park facilities rental ofcar of carparks, Management JCorp Group. services to and related bulk mailing processing, document of dataand Provision JLSB. land from facilities and premises, Rental of Transaction Disclosure Additional Type of Transaction Aggregate 2010 (RM) 2,342,102 5,750,443 480,712 420,000 Value of
SINDORA BERHAD 2010 - 153 SINDORA BERHAD 2010 - 154 oSindora No 13 12 11 Sdn Bhd Microwell Sdn Bhd Timber Sindora Sdn Bhd Shipping EPASA Group involved withthe Kulim (M)Bhd JCorp Group Kulim Group Related Parties Company and/ or Subsidiary Company Interested Director Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim Major Shareholder Zulkifli Ibrahim Rozan MohdSa’at Abu Kassim Kamaruzzaman Director Kulim Major Shareholder and/or Major Shareholder Total Relationship with (M) Bhd subsidiary ofKulim a 75.0%owned Sindora Berhadis JCorp Group. parent companyis Group ofwhichits Sindora Ventures subsidiary of is awhollyowned Makmuran Group (M) Bhd subsidiary ofKulim a 75.0%owned Sindora Berhadis Sindora Berhad Nature of Group Disclosure Additional Kulim Group. fertiliser to Sales ofbio- companies. to thesaid services of related the provision Bhd includes Ventures Sdn under Sindora business timber of JCorp’s Management business. and haulage yard services of container management forwarding, shipping and Provision of Transaction Type of Transaction 64,313,470 Aggregate 2010 (RM) 1,642,050 4,808,522 Value of 76,858 00 r nee it sne h ed f h previous the financial yearended31December2009. of end the since into entered December or 2010 31 at subsisting interests other Company shareholders’ major the no and Directors involving by subsidiaries was its into and/or there entered below, contracts material disclosed as Save MATERIAL CONTRACTS the financialyearwhichrequires profit guarantee. during arrangement any made not has Company The PROFIT GUARANTEE financial quarterended31December2010. the for released previously results unaudited the and results for the financial year ended 31 December 2010 audited the between variation material no wereThere VARIATION INRESULTS subsidiaries, its during thefinancialyear. bodies regulatory and any by management Company or Directors penalties the and/or on sanctions imposed public no were There SANCTIONS AND/ORPENALTIES programme duringthefinancialyear. GDR or ADR any sponsored not has Company The OR GLOBAL DEPOSITORY RECEIPT(GDR) (ADR) RECEIPT DEPOSITORY AMERICAN CONVERTIBLE exercised duringthefinancial year. were Securities Convertible or warrants options, OR No WARRANTSSECURITIES OPTION, exercise duringthefinancial year. raising fund any implemented not has Company The UTILISATION OFPROCEEDS n I Isrne rkr Sn h ws duly was Bhd Sdn completedon23July2010. Brokers Insurance MIT in shares of acquisition proposed Berhad Sindora iii. Kulai,Johor. 81,000 Tenggara, Bandar 1 Fasa Perindustrian to Kawasan regards1384, Lot Complex, Timber Sindora part of forming acres with 20.5 measuring land the is identified as land of piece This a the of until disposal 2011. proposed extend period March further fulfillment 25 to precedents KFCH condition with agreed mutually 2010, September 22 on had Sindora ii. from thedateofAgreement forLease. months 46 to 2 Plot of delivery the Lease; Extend for (c) Agreement and the of date the from months 42 to 1 Plot of delivery the (b) Extend periodto28September2011. fulfillment precedents condition the Extend (a) dated mutually: land). to agreed Langsat 2010 March 28 on had Tanjung2008 May 29 of lease Bhd total a Sdn for years 30 of Port period a for lessor) Langsat or (TLPSB Tanjung from or lesee) (JSESB Bhd Sdn Engineering and Shipyard Johor by land) Langsat (Tanjung Johor of state Complex, Bahru, Johor Industrial of district Tiram, Sungai of Mukim Langsat (Tanjung Johor of state Bahru, Johor of district Tiram, Sungai of Mukim Complex, PLO Industrial Langsat Tanjung as 46, identified Port Langsat Tanjung within land of area an announced of ft sq up 871,200 or of 28 acres 20 Lease has to for Agreement the dated to Sindora parties that announcement 2010, the December to Further i. Disclosure Additional
SINDORA BERHAD 2010 - 155 SINDORA BERHAD 2010 - 156 ewe 1 a 21 ad 0 ue 00 The 2010. June 30 and 2010 May 1 between period the for balance outstanding all on annum per 8% of interest an impose shall Company full the for However, 2010. June 30 to deadline Muhammad Mazlan the extend Encik by consideration disposal the of settlement (proposed to agreed Tech has Company the (Proposal), Bhd EA Sdn Vitaoils MM by in shares of acquisition) disposal proposed Orkim to regards With v. of capital share paid-up and issued enlarged the 7,806,286 of 20.8% approximately representing of Orkim in each RM1.00 of shares ordinary (proposed acquisition Tech Proposed EA - by subscriptionII)and, Orkim of capital share paid-up and issued enlarged in of 9.2% approximatelyrepresenting Orkim each 3,475,981 RM1.00 of shares ordinary of new subscription Proposed - has entered intothefollowingagreement: Sindora Sindora of subsidiary by 51%-owned Orkim (b) a of paid- capital (proposed subscription1,and and share issued approximately enlarged up the representing of 22.0% (Orkim) Bhd Sdn Orkim in each RM1.00 new of shares ordinary 7,524,019 of subscription Proposed (a) with 2010 July 21 regards to: to Sale Agreement Shares of Purchase to completion agreed of date mutually the had extend Khoo and Izani Wan Orkim, Tech), (EA Bhd Sdn (M) Technique E.A. iv. akt n o is sud riay hrs uig the during shares financial year. ordinary issued its open of the any from market repurchased not has Company The SHARE BUY-BACKS to expanditsIntrapreneur Venture Business. Sindora enable also would Acquisition Proposed The business. oil bio- palm its to of synergistic is which marketing fertilisers and manufacturing the into Sindora’s entry facilitate would Acquisition Proposed The tothis transaction. pursuant guarantees or liabilities any assuming internally be not shall Sindora 2010. using of Quarter 2nd the within financed completed be be to expected is and funds generated will enlarged Acquisition the Proposed of The Microwell. of capital share ordinary 60% representing Microwell, Upon in each RCCPS RM1.00 of shares ordinary the 1,500,000 into of cash. units 750,000 convert to intends Sindora RM4,500,000 issued Acquisition, Proposed the entire of completion for the Bhd Sdn being Microwell (Microwell) of each capital share sen preference par of 1 A Series value in (RCCPS) Shares Preference Bhd Cumulative Convertible Redeemable purchase 3,800,000 of and Sdn sale the Teroka to relation in Vendor) Agro (the Commerce-KNB (SPA) Agreement with Purchase Share conditional a into entered 2010 March 23 on had Company The vi. failtomeetthenewdeadline. Muhammad Mazlan Encik should Proposal the on conditions and terms new impose shall Company Disclosure Additional Chairman KAMARUZZAMAN ABUKASSIM ...... Signed onbehalfoftheBoard ofDirectors inaccordance withtheirresolution dated17March 2011. of theGroup andtoprevent anddetectfraudotherirregularities. The Directors are also responsible for taking such steps as are reasonably open to them to safeguard the assets Act, 1965. Companies the of provisions the with comply statements financial the that ensure to them enable which and Company the of and Group the recordsof position financial accounting the time any keep at accuracy reasonable subsidiaries with disclose which its and Company the that ensuring for responsible are Directors The statements havebeenprepared basis. onagoingconcern entities issued by the private Malaysian Accounting Standardthan Boards other have been entities followed and confirm for that the standards financial accounting approved applicable all that consider also Directors The accounting appropriate used have Company estimates. the and judgments reasonableprudent by and supported and wereapplied which consistently policies and Group the 2010, December the for 31 Company ended the year of and financial Group the of statements financial the preparing in that consider Directors The REQUIREMENTS OFBURSAMALAYSIA SECURITIESBERHAD) (PURSUANT TOPARAGRAPH 15.26(A)OFTHELISTING Managing Director ROZAN MOHDSA’AT ...... Responsibilities Directors’ Statement on
SINDORA BERHAD 2010 - 157 SINDORA BERHAD 2010 - 158 Paymentoftheinterimdividend of5%lesstaxperordinary shares ofRM1.00each in 21 December Entitlementoftheinterimdividend5%lesstaxperordinary shares ofRM1.00each 20 December Announcementoftheunaudited consolidatedresults forthe3rd quarter2010ended 29 November Announcement oftheunauditedconsolidatedresults forthe2ndquarter2010ended The37thAGMoftheCompany. 26August 21June Paymentofthefinal dividendof5%lesstaxperordinary shares ofRM1.00eachin Annual with together (AGM) Meeting General 1June Annual 37th the of Notice of Issuance 27May Entitlementofthefinaldividend5%lesstaxperordinary shares ofRM1.00eachin 27May Announcementoftheunauditedconsolidatedresults forthe1stquarter2010ended 27May Proposed ofthefinaldividend5%lesstaxperordinary shares ofRM1.00eachin 23March Announcementoftheunauditedconsolidatedresults forthe4thquarter2009ended 24February Date respect ofthefinancialyearended31December2010. in respect ofthefinancialyearended31December2010. 30 September2010. 30 June2010. respect ofthefinancialyearended31December2009. Report forthefinancialyearended31December2009andCircular toShareholders. respect ofthefinancialyearended31December2009. 31 March 2010. respect ofthefinancialyear ended31December2009. 31 December2009. Contents Calendar Financial ae Date April 23 on completed was Bhd Sdn Microwell in shares of Acquisition Proposed 23April Bhd, Sdn Timber subsidiary,Sindora 90%-owned its that announced Company The 14April on The Company to seek the approval of its shareholders for the following transactions at 23March recurrent related party transactions of a revenue and/or trading nature equity interest oftheenlargedordinary share capitalofMicrowell. 60% representing Bhd, Sdn Microwell in each RM1.00 of shares ordinary 1,500,000 into each sen 1 of value par of A Series in SharesPreference Cumulative Convertible Redeemable the of units 750,000 converted has Company the Concurrently, 2010. Juara SdnBhd(JJSB)foratotalconsiderationofRM1.00cash Jejak namely company dormant a in interest equity 100% acquired 2010 April 14 on General Meetingtobeconvenednotlaterthan30June2010. Annual 37th forthcoming the at expire will and 2009 May 25 on EGM held Company the of an in renewed were Proposals the to pertaining approvals shareholders’ The pursuanttoparagraph10.09oftheBursaSecurities’ListingRequirements. Proposed a renewal of shareholders’ mandate and new b. shareholders’ mandate BursaMalaysiaSecuritiesBerhad. of Requirements Listing the and Company the of 1965, Association Act, of Articles Companies the the of 67A Section with accordance in shares own Proposed renewal of shareholders’ mandate for the a. purchase of the Company’s the forthcomingGeneralMeetingofCompany: Announcements of MajorIssues Announcements
SINDORA BERHAD 2010 - 159 SINDORA BERHAD 2010 - 160 uy n eain o h Pooe Sbcito I Pooe Sbcito I ad Proposed and II Subscription Proposed I, Subscription Proposed the to relation In 9July Proposed and II Subscription Proposed I, as Subscription Proposed the retired to relation In Yunos Mohd Bin Hassan Hj. Tn as boardroom the 2July in Change 21June full for deadline the extend to agreed has it that announced Company The 2June Level 306, Room at held Company the of (AGM) Meeting General Annual 37th The 27May General Annual 37th forthcoming at approval shareholders’ seek Company The 13May ae Date custo prun t te SA te opn anucd ht h Proposed the that announced Company Acquisition wasdulycompletedon9July2010. the SSPA, the to pursuant Acquisition the SSPA to21July2010. Technique, EA of that completion of date the extend to announced agreed mutually had Khoo and Izani Wan Company Orkim, the SSPA, the to pursuant Acquisition Independent andNon-ExecutiveDirector oftheCompany. should EncikMazlanMuhammadfailtomeetthenewdeadline. Proposalthe on conditions and terms new impose shall Company The 2010. June 30 and 2010 May 1 between period the for balance outstanding all on annum per 8% of Mazlan Muhammad to 30 June 2010. However, the Company shall impose an interest Encik by consideration Bhd Sdn Vitaoils MM in shares of disposal the of settlement 80000 Ibrahim, Johor Bahru,onMonday, Abdullah 21June2010at12.00noon. Jalan Centre, Convention International Johor Persada 3, directive foralllistedissuers topaythecashdividendviaeDividendshareholders. Berhad’sSecurities Malaysia Bursa with line in be to is Amendments Proposed The Meeting (AGM)inrespect of theProposed Amendments. Announcement of MajorIssues Announcements dated spread shareholding public the on announcement the to made is Reference 8December at Depositors of Record Company’s the on based that announced Company The 29November with into entered (SPA) Agreement Purchase and Sale conditional the to relation In Insurance MIT in shares of Acquisition Proposed the that announced Company The 22September 23July Date ehd o a etnin f ie f 2 ots p o 1 eebr 01 o the for 2011 December 31 to up months Company tocomplywiththePublicShareholding Spread Requirements. 12 of time of Securities extension Malaysia an Bursa for to Berhad made was application an announced Company The 29 November2010. compliance withtheListingRequirements. of itsefforts tocomplywiththepublicshareholding spread requirements in status the to relation in announcements further make to continue will Company The of hands the in 1,847 publicshareholders 13.90% holdingnotlessthan100shares each. was spread shareholding public the 2010, November 23 25 March 2011. mutually had Company the that agreed withKFCHtofurtherextendtheconditionprecedents fulfillmentperioduntil announced Company the SPA, the to Pursuant KFC HoldingsBhdfortheProposed DisposalofLand. Brokers SdnBhdwasduly completedon23July2010. Announcement of MajorIssues Announcements
SINDORA BERHAD 2010 - 161 SINDORA BERHAD 2010 - 162 ae Date The Company announced that parties to the Agreement for Lease dated 29 May 2008 28 December of subsidiary 75% a Bhd, Sdn (M) Parking Metro that announced Company The 15December Langsat Landinduecourse. Tanjung of Lease Proposed the on announcement further make shall Company The Lease. for Agreement the of date the from months 40 to 2 Plot of delivery the Extend Lease;and c. for Agreement the of date the from months 36 to 1 Plot of delivery the Extend b. Extendtheconditionprecedents fulfillmentperiodto28March 2011; a. had agreed tomutually: Proposals pursuanttoparagraph10.02(g)oftheListingRequirements is0.47%. HK the to percentageapplicable Metro.highest ratio of The Metrosubsidiary 55% a become will Proposals, the After day. same the on completed were transactions The for shareholding HK$250,000cashor HK$1.00eachtoMr. Tyrone Lopez. 5% representing each HK$1.00 of shares ordinary 250,000 ii. HK$2,000,000cash orHK$1.00eachtoMr. and PaulEmmanuelCornish for shareholding 40% representing each HK$1.00 of shares ordinary 2,000,000 i. follows: sharesdisposed 2010, December 13 on had Sindora Metroin as Limited (HK) Parking Announcements of MajorIssues Announcements cnlns friue do mnfcuig and kilndrying. laminated manufacturing door various mouldings, furniture, scantlings, wood its in through subsidiaries activities downstream Ê/i «ÊÃ>Ì` Ý>` ÌLiÀÊ Ê iÝ«>`Ê ÌÊ ÃÌ>ÀÌi`Ê «>ÞÊ / iÊ UÊ Ê 1985 –1994 ÎäÊ Ê VÀ«À>Ìi`Ê Ü>ÃÊ iÀ >`Ê -`À>Ê UÊ Ê 1974 –1984 Ê"ÊÓ{Ê«ÀÊ£Ç{]ÊÌ iÊ UÊ Ê in1974. operation its commenced and 1972 December Ê ÌL iÌ v Ê«Ê«>ÌÌ] >`>}Ê «>Ì>Ì]Ê «>Ê Ê vÊ ÃÌ>Là iÌÊ UÊ Ê Bandar «>ÞÊViVi`ÊÌÃÊwÀÃÌÊÃ>ÜÊÊ£ÇÇ°Ê in UÊ complex timber Ê Tenggara, Johor. set-up integrated to Berhad an over Sindora logged for condition and with managed be to Company oiin tef s n o te edn timber Peninsular Malaysia. of leading Region the Southern of in companies one as itself position `ÊvÊÌ iÊ`iV>`i]ÊÌ iÊ «>ÞÊ>>}i`ÊÌÊ UÊ Ê Sindorainanarea of3,300hectares. Ì iÊ ÌÊ >Ü>À`i`Ê Ü>ÃÊ VViÃÃÊ ÌLiÀÊ / iÊ UÊ Ê acres byJohorStateGovernment. then was awarded timber concession of 92,000 Corporation, parent company of Sindora Berhad Development Economic State Johor as known Johor Corporation, formerly
nepie iitys xelne wr in Award 1991. Excellence Ministry’s Enterprise Ê-> i ` >Ê>>`` Ê*ÕLVÊ Ì iÊ >Ü>À`i`Ê Ü>ÃÊ iÀ >`Ê -`À>Ê UÊ worth 1994 in hectares Ê RM35.0million. 1,991 of Ê area ÀÊ an -«>}Ê -}Ê >`>}Ê vÊ VµÕÃÌÊ UÊ Ê Complexin1994. Ê ÌL iÌ v >`À i}>> /LiÀÊ /i}}>À>Ê >`>ÀÊ vÊ ÃÌ>Là iÌÊ UÊ Ê Ê ÃÌ>Là iÌÊvÊ«>ÊÊÊÌÊV«iiÌÊ UÊ Ê Exchange)on7December1995. (formerlyknownasKualaLumpurStock Ê ÃiÊÊÌi > ÀÊÊ À> >>ÞÃ>Ê ÕÀÃ>Ê vÊ >À`Ê >Ê Ì iÊ Ê ÃÌi`Ê UÊ Ê 1995 –2004 Ê >ÀÌi`Ê>ÊiÜÊVÕÀÃiÊLÞÊÃiÌÌ}ÊÊÌÊ>Ê UÊ ÌLiÀÊ subsidiary, Ê SdnBhd. SindoraTimber wholly-owned >Ê a under vÊ activities iÀ}iÀÊ >`Ê Ã`>ÌÊ UÊ Ê andstrengthen Sindora’s PlantationBusiness. Ê-ViÃÕÊ>µÊÊvÕÊ«ÀwÌ>LiÊ vÕÀÊ vÊ >VµÕÃÌÃÊ -ÕVViÃÃvÕÊ UÊ ‘Intrapreneur termed Ê Venture’ whichwasinitiatedin2002. model business new improve andreturns. earnings the Company to diversify its revenue base and allowed which 2004 in Bhd Sdn (M) Parking Metro and and 2003 in Bhd Bhd Sdn (Malaysia) Sdn Willis Marketing Tepak Bhd Mailing Bhd), Bulk Sdn Sdn Pro-Office Solutions as known Office (formerly Pro Bhd, Sdn Management Asset JMF namely companies from 1974to2010 Milestone Corporate
SINDORA BERHAD 2010 - 163 SINDORA BERHAD 2010 - 164 BatuCaves,Selangor. Pro Office Solutions Sdn Bhd and relocated to re- to name on its changed and embarked initiatives branding has services of line new ÊVµÕÃÌÊvÊÎx¯ÊiµÕÌÞÊÊ Ê6Ì>ÃÊ-`Ê UÊ at fertiliser Ê organic of LadangSindora. into waste friendly transformation mill oil environmentally involved palm an which April, project 15 on «ÀiVÌÊ «ÃÌ}Ê vÊ iViiÌÊ UÊ Ê March ofshares worthRM2.1million. 24 on Bhd whichinvolvedthepurchase of112,500units Sdn Agency Shipping Ê*"wi Õ >Ê- ÊÊvviÀ}Ê Ê `Ê -`Ê >}Ê ÕÊ *À"vwViÊ UÊ Ê NegaraMalaysia. Takaful Insurance Broking License by the Bank Ê"ÊÓÊ-«iLÀÊ-> Ã}i`Ê -`À>Ê -i«ÌiLiÀ]Ê ÓäÊ "Ê under UÊ million RM9.5 for Ê theIntrapreneur Venture May Scheme. 20 on Bhd Ê-> VÕÀ` xÊÃ>i *-Ê Ê ÃÌ>iÊ Çx¯Ê >VµÕÀi`Ê -`À>Ê UÊ Ê 1January. 6iÌÕÀiÊ ÌÀ>«ÀiiÕÀÊ vÊ «iiÌ>ÌÊ UÊ Ê 2005 Ê7Ê>>Ã>Ê- ÊÜà ÜÀiÊÌ iÊ >Ü>À`i`Ê Ü>ÃÊ `Ê -`Ê >>ÞÃ>®Ê 7ÃÊ UÊ Ê acquisitionof70%equityinSPMS. (SPMS) and Metro Parking (M) Sdn Bhd for the between Smart Parking Management Systems AgreementPurchase and Sales Conditional a Scheme at Sindora Timber Sdn Bhd on on Bhd Sdn Timber Sindora at Scheme
Ê-`À>Ê >ÃÊÃ`Êxx¯ÊvÊÌÃÊÃÌ>iÊÊ ÊÃÃiÌÊ UÊ Ê aaeet d Bd hc rsle in resulted million. which Bhd Sindora gaining an extraordinary profit of RM1.1 Sdn Management GranuLab(M)SdnBhd. Ê*iÊ>µ v äÊiÕÌÊÊ iµÕÌÞÊ ä¯Ê vÊ >VµÕÃÌÊ *À«Ãi`Ê UÊ Ê EATechnique (M)SdnBhdon26December. -`À>Ê iÀ >`Ê>VµÕÀi`Êx£¯ÊiµÕÌÞÊÌiÀiÃÌÊvÊ UÊ Persada at park Ê ConventionCentre. JohorInternational car multi-storey a maintain and operate, manage, to Bhd Sdn (M) Parking Metro and Corporation Johor with agreement Ê-> iiÊÌÊ> xÞ>ÊVViÃÃÊ £xÞi>ÀÊ >Ê ÌÊ iÌiÀi`Ê the -`À>Ê involved UÊ which worth Ê shares RM38.3million. August of units 6,901,779 ÌÊ 11 of purchase on >}ÀiiiÌÊ Sdn Bhd (M) Technique >Ê EA in equity 51% ÌÊ acquire iÌiÀi`Ê -`À>Ê UÊ Ê >ÃÊ >ÀV Ê £Ê Ê `Ê -`Ê ®Ê *>À}Ê iÌÀÊ UÊ Ê 2006 Ê *-Ê- ««}Ê}iVÞÊ-`Ê `ÊVÀi>Ãi`ÊÌÃÊ UÊ Ê ManagementSystemsSdnBhd. Parking Smart in equity 70% acquired officially million. RM0.50 to million RM0.15 from capital paid-up from 1974to2010 Corporate Milestone
Ê Ê/Vµi >ÊÀÃÀVÕiÊà «>`Õ«Ê ÌÃÊ ÀiÃÌÀÕVÌÕÀi`Ê >ÃÊ /iV µÕiÊ Ê UÊ Ê (Malaysia)Berhadwasconcludedon25April. curd er Prig H) iie from Limited (HK) HongoManagementLimitedon17July. Parking Metro acquired Ê Ê/Vµi iÌ` äÊ ÌÊ Ê , ÓääÊ ÛiÃÌi`Ê /iV µÕiÊ Ê UÊ million Ê RM26.5 toRM38.6million. from increase an with capital ÕÊ LÞÊ iÀ >`Ê -`À>Ê vÊ VµÕÃÌÊ UÊ Ê on18February. Limited Private (India) India, Services Parking in Metro company subsidiary a incorporated manufacturer anddistributorofGranuMaS the as SIRIM company the appointed with which Berhad Agreement License Technology aaiy akr ad ui o 850 mt 8,500 of unit carrying a mt carryingcapacitytanker. and 9,500 tankers of capacity units two construct Ê Ì >Ê® `Ê ` >ÊÃÕVViÃÃvÕÞÊ >ÃÊ `Ê -`Ê ®Ê *>À}Ê iÌÀÊ UÊ Ê on22March. Bhd Sdn Permata JM in equity 58.5% acquire Ê Ì >Ê® `Ê ` >ÊÃÕVViÃÃvÕÞÊ >ÃÊ `Ê -`Ê ®Ê *>À}Ê iÌÀÊ UÊ Ê 2008 >Ê ÌÊ iÌiÀi`Ê >`Ê `Ê -`Ê ®Ê À>Õ >LÊ UÊ Ê 2007 Ê-> i ` iiÊÌÊ>Ê>ÀiiÌ ÌÊ >}ÀiiiÌÊ >Ê ÌÊ iÌiÀi`Ê iÀ >`Ê -`À>Ê UÊ Ê TM .
BhdforRM1.4millioninOctober. Sdn Management Asset JMF AmanahRaya Ê ÛÃÊÊÀ} äÊiÕÌÊÊ iµÕÌÞÊ Óä¯Ê Ài>}Ê vÊ ÛiÃÌiÌÊ UÊ Ê pershare orapproximately RM14.2million. USD10.00 or million USD4.0 of consideration s h peir hpig lyr regionally OrkimSdnBhd. in player interest equity 51% shipping of acquisition through premier the as Ê iÌÀÊ*>À}Ê ®Ê-`Ê `Ê >ÃÊÀiÃÌÀÕVÌÕÀi`Ê UÊ Ê Ê-}}ÊViÀiÞÊvÊÌÊ>VµÕÃÌÊvÊ"ÀÊ UÊ Ê 2009 Ê>} « i ÕÊ« iiÀ}iÊ ÌÊ ÀÕ«Ê /iV µÕiÊ Ê Õ«Ê i>À}Ê UÊ Ê 2010 -`À>Ê LiÌÜiiÊ iÃÌ>ÌiÃÊ vÊ ÝV >}iÊ for UÊ continue to option Ê anotherthree yearsworthRM400million. an with contracts Ê ÛÃÊÊ7Ê® `Ê ` Ê> ÌÌ>Ê >Ê vÀÊ `Ê -`Ê ®Ê 7ÃÊ vÊ ÛiÃÌiÌÊ UÊ Ê ownedLadangSgTawing. which Bhd Sdn Plantations Kiri Darby Sime Simpang and Sg Ladang of owner Berhad, ÌiÀÊ }Ê Þi>ÀÃÊ £äÊ ÃiVÕÀi`Ê /iV µÕiÊ Ê UÊ Ê SindoraBerhadon6May. and Bhd Sdn (M) Technique EA by Bhd Sdn ilo fo R10 ilo t R35 million RM3.5 on4November. to million RM1.0 from million RM2.5 of increase an with capital paid-up its from 1974to2010 Corporate Milestone
SINDORA BERHAD 2010 - 165 SINDORA BERHAD 2010 - 166 Ê«iiÌÌÊÊÌ>ÀÕÊ- ÊÊ -V iiÊ ÌÀ>«ÀiiÕÀÊ vÊ «iiÌ>ÌÊ UÊ Ê Brokers SdnBhdinsecondquarter. ÃÕÀ>ViÊ /Ê Ê iµÕÌÞÊ ä¯Ê vÊ VµÕÃÌÊ UÊ Ê SdnBhd. ubr sae prtos through «iiÌi`Ê Ü>ÃÊ Õà ÀÊ operations vÊ ÕÌÛ>ÌÊ UÊ estate Ê establishment of Jejak Juara Sdn Bhd in April. rubber ne Itarnu Shm through Scheme Intrapreneur establishment of Tiram Fresh Sdn Bhd in April. under ÊVµÕÃÌÊvÊÈä¯ÊiµÕÌÞÊÌiÀiÃÌÊÊ VÀÜiÊ UÊ >`Ê Ê shiprepairs activities. à «Þ>À`Ê ÌÊ ÛiÌÕÀi`Ê /iV µÕiÊ Ê UÊ Ê contracts worthmore thanRM1.0billion. Ê Ê/Vµi ÀÕÊÃVÀ` } ÌiÀÊ }Ê ÃiVÕÀi`Ê ÀÕ«Ê /iV µÕiÊ Ê UÊ Ê
forRM13.5million. *À«Ãi`Ê`ÛiÃÌiÌÊvÊ Ê6Ì>ÃÊ-`Ê `Ê UÊ Ê iÃÃ>ÌÃÊvÊ«ÀwÌ>LiÊLÕÃiÃÃÊÕÌÃÊÃÕV Ê UÊ ->ÀÌÊ Ê 2010. LiÌÜiiÊ Metro with EquipmentSystemsSdnBhdinearly Bhd Sdn «iÀ>ÌÃÊ Systems Management Parking vÊ iÀ}iÀÊ UÊ Ê activities under Sindora Timber SdnBhd. activities underSindoraTimber Metro Penata Sarana and timber downstream as a subsidiary of Metro Parking in Indonesia, PT from 1974to2010 Corporate Milestone
SINDORA BERHAD 2010 - 167 6 February 2010 6 February SINDORA BERHAD 2010 - 168 Jop hl “oogryn” ciiis t Block at activities 46,Taman Cendana,PasirGudang,Johor. “gotong-royang” held (JCorp) Corporation Johor (WANCorp), Berhad Corporation An-Nur Waqaf and Company) al-Walid (Khalid Team h ognsd ru’ Mji PDMN t Eastin Hotel, PetalingJaya,Selangor. at PEDOMAN Majlis group’s organised Bhd È >ÕÀÊÓ£ÊU Óä£äÊ >Õ>ÀÞÊ ÓÈÊ ÓxÊ>Õ>ÀÞÊÓä£äÊU £ÈÊEÊ£ÇÊ>Õ>ÀÞÊÓä£äÊU £ÓÊ>Õ>ÀÞÊÓä£äÊU U Óä£äÊ >Õ>ÀÞÊ {Ê U Óä£äÊ >Õ>ÀÞÊ £Ê ins a Praa oo Itrainl Convention Centre, JohorBahru. International Johor Persada at “Jihad of Bisnes” theme the with Group (Kulim) Berhad (M) Annual Employees Meeting (Majlis PEDOMAN) of Kulim Sdn Bhd. Estate to Jejak Juara Sdn Bhd and SIM Manufacturing Sindora at plantation rubber on Scheme Intrapreneur ovnin ete Jhr ar. idr part Sindora Bahru. sponsored theevent. Johor Centre, Convention International Johor Persada at Challenge Bistari Catur Bhd (POSSB)organisedMajlisPEDOMAN. Sindora participated in the Pro Office Solutions Sdn Solutions Office Pro idr’ Bie Waqaf Briged Sindora’s er Prig M Sdn (M) Parking Metro mlmnain of Implementation 30 April 2010 JCorp’sNational ed t esd Jhr nentoa Convention International Centre, Johor JohorBahru. Persada at held Tahir,Faizal featuring U - Luncheon Week Secretaries’ Óä£äÊ «ÀÊ Ó£Ê Johor. Tenggara,Kluang, Bandar (STSB), Bhd Sdn Timber Sindora at programme Rasul” “Maulidur a organised at LadangSungaiTawing started. certificate (RSPO) Oil Palm Sustainable Roundtable ÓÎÊ >ÀV ÊÓä£äÊUÊ ÈÊiLÀÕ>ÀÞÊÓä£äÊUÊ xÊqÊÇÊiLÀÕ>ÀÞÊÓä£äÊU «ÊÓ£ÊU Óä£äÊ «ÀÊ £Ê £ÈÊ«ÀÊÓä£äÊU ÓÇÊ >ÀV ÊÓä£äÊUÊ committees held at Puteri Pacific Hotel, Johor Bahru. Bhd Sdn Microwell (Microwell), held at Puteri Pacific Hotel, Johor Bahru. of equity 60% of acquisition Bandar Dato’Onn,JohorBahru. at held was which Festival Kite International the in Johor Bahru. Majlis PEDOMAN at Ansar Biz Centre, Menara Ansar, Significant Events Calender of KKS organised dinner for its for dinner organised KKS Sindora Family Club (KKS) Club Family Sindora Sindora Berhad organised Signing ceremony on the on ceremony Signing idr priiae in participated Sindora rcs o obtaining of Process Sindora participated 21-23 May 2010 at GrandDorsettHotel,SubangJaya,Selangor. organised by “SMI & SME Worldwide Network”, held 2009” AwardYear The of Business “4th the during received Sdn Bhd was awarded “Service Provider of the Year” Director Managing “Corporate Leader of the Year” and Metro Group’s Parking (M) Parking International ConventionCentre,International JohorBahru. Johor Persada at held Berhad Sindora of Meeting Johor Bahru Centre, Convention International Johor JCorp Persada by at organised Expo Entrepreneur Bistari in £ Õi ää U Óä£äÊ ÕiÊ Ó£Ê U Óä£äÊ ÕiÊ ÓäÊ Ó£ÊqÊÓÎÊ >ÞÊÓä£äÊU £{ÊÊ£ÈÊ >ÞÊÓä£äÊU U Óä£äÊ «ÀÊ ÎäÊ Tanjung LangsatPort,PasirGudang,Johor. at Pahat Batu Nautica MT named vessel Tech) (EA Bhd’s Sdn (M) Techinque EA of ceremony voyage World Trade Centre (PWTC),KualaLumpur. Malaysia in collaboration with JobStreet.com at Putra Education Higher of Ministry the by organised 2010 Carnival Entrapreneurship and Career Graduates’ in 23 March2010 h 3t Ana General Annual 37th The n Hli amn Metro Jasmin, Halmi En. n pnn ad maiden and opening An Sindora participated Sindora Sindora participated Sindora 20 June 2010 Office, MenaraAnsar, JohorBahru. Berhad’sSindora Corporate at held KKS of Meeting Iman Mosque,KampungParitBakar, Muar, Johor. Nurul at Tahlilheld dan Recital Ya’asin – Ceremony sponsors. the of one is Berhad Sindora as underprivileged the for fund raise to RTM ProgramTV1, broadcastedon ÊÊÓ£ÊU Óä£äÊ ÕÞÊ nÊ U Óä£äÊ ÕiÊ Ó{Ê ÈÊÕ}ÕÃÌÊÓä£äÊU £ÊÕ}ÕÃÌÊÓä£äÊU at JCorp (PKP), Millenium Soccer, JohorBahru. Johor” Perbadanan Keluarga Rekreasi “Persatuan and (KSRT) Club Recreational and Sports Tiram Kulim’s between match U friendly Óä£äÊ ÕÞÊ Î£Ê ÓÎÊÕÞÊÓä£äÊU ceased itstimberoperation. ACr ognsd Cr’ 40 JCorp’s organised WANCorp Bhd (MIT)bySindora. Sdn Brokers Insurance MIT in interest equity 90% 21 April2010 Finalisation on acquisition of acquisition on Finalisation Significant Events Calender of idr claoae with collaborated Sindora h 22 The The 6th Tijarah Ramadan Tijarah 6th The Sindora Timber Sdn Bhd Sdn Timber Sindora K to pr i futsal in part took KKS th nd er Anniversary Year nul General Annual 8 July 2010
SINDORA BERHAD 2010 - 169 SINDORA BERHAD 2010 - 170 atc Kt Tng a Tnug aga Pr, Pasir Gudang, Johor. Port, Langsat Tanjung at Tinggi Kota Nautica MT named vessel Technique’s new EA of arrival the Ê-«iLÀ ää U Óä£äÊ -i«ÌiLiÀÊ ÓÊ £ÈÊÕ}ÕÃÌÊÓä£äÊU ÊÕ}ÕÃÌÊÓä£äÊU U Óä£äÊ Õ}ÕÃÌÊ ÇÊ representative, heldatDangaCityMall,JohorBahru. press and Berhad (M) Kulim between match friendly t ea Praa ED, aa Smrk Kuala Semarak, Lumpur. Jalan FELDA, Perdana Dewan at customers valuable their with Puasa” Berbuka “Majlis Complex, BandarDato’Onn,JohorBahru. Land Johor Mutiara at held 2010 Ceremony Annual Waqaf’sBriged the during competition marching and parade in part took Company) al-Walid Team(Khalid Bhd (MES). Sdn (M) Systems Equipment Metro Sdn and (SPMS) Bhd System Management Parking Smart between £nÊ-i«ÌiLiÀÊÓä£äÊU £xÊ-i«ÌiLiÀÊÓä£äÊU Group at Ulu Tiram, Johor.Group atUluTiram, Bhd Sdn (M) Kulim Celebration”, Aidilfitri Raya “Hari in Sindora took part in bowling in part took Sindora A “Majlis Doa Selamat” for Selamat” Doa “Majlis A idr’ Bie Waqaf Briged Sindora’s Merger of operations of Merger Sindora participated Sindora 9 October 2010 OS organised POSSB 31 July2010 wr 21” raie b Eooi and held atTun HusseinOnnHall,PWTC,KualaLumpur. Economic magazine Leaders The with collaboration in YouthSociety by UMNO Bureau, organised Development Entrepreneur 2010” Award under Intrapreneur “1Malaysia the during Award” category service Entrapreneur “1Malaysia U received Óä£äÊ "VÌLiÀÊ £ÇÊ U Óä£äÊ "VÌLiÀÊ £äÊ Selesa, Hotel Johor Bahru. at Challenge Bistari Catur Group’s Ê"VÌLiÀÊÓä£äÊU Maharani atTeluk Nautica Intan,Perak. MT named vessel Technique’s new EA of ÎäÊ-i«ÌiLiÀÊÓä£äÊU ÓnÊ-i«ÌiLiÀÊÓä£äÊU Sultan Iskandar at Persada Johor International International Johor Persada Convention Centre, JohorBahru. at Iskandar Sultan Almarhum Ibni Ibrahim Sultan Johor, the Sultan DYMM with Group JCorp of Celebration Raya Hari in Bahru. Johor Pacific, Puteri Hotel at held Subsidiaries, and Business of Monitoring and Investment of Provision certification: of scope the with Perspective, Islamic from Requirement System: Management Quality – MS1900:2005 on Auditor Sirim’s by documentation Significant Events Calender of Sindora organised Sindora anhn ceremony Launching Sindora participated n Hli Jasmin Halmi En. A presentation on presentation A 21 Oktober 2010 18 September2010 Ltd wasawarded “ExcellentServiceAward 2010”. opttv” ed t aasa rdciiy Centre (MPC), BandarBaruUda,JohorBahru. Productivity Malaysia at Stay held Innovative, Competitive” “Be theme organised the with (JIMB) Day, Quality Berhad (M) Intrapeneur JCorp Bin Yaacob, theMinisterofMDTCC. Sabri Ismail Sri Dato’ YB by graced was ceremony Square Hotel, Kuala Lumpur. The award presentation 2010/2011” under “Anugerah Large Company Category, Beretika held at certificate Berjaya Time Perniagaan a Kecemerlangan awarded was Bhd Sdn Convention Centre, JohorBahru. International Johor Persada at JCorp and (MDTCC) Consumerism and Co-operative Trade, Domestic of 2010 Expo Ministry the by organised Zone) Products (Southern exhibition Malaysian Buy in part took Ê ViÊÓ£ÊU Óä£äÊ iViLiÀÊ Ê U Óä£äÊ iViLiÀÊ {Ê U Óä£äÊ ÛiLiÀÊ £{Ê qÊ ££Ê ££Ê ÛiLiÀÊÓä£äÊU U Óä£äÊ "VÌLiÀÊ Ó£Ê Danga CityMall,JohorBahru. at PERKESO dan (MAIJ) Johor Berhad, Islam Agama Majlis Sindora between match friendly bowling idr Bra and Berhad Sindora Metro Parking (S) Pte 11-14 November 2010 er Prig (M) Parking Metro K organised KKS Sindora Ismail SabriBinYaacob, theMinisterofMDTCC. Sri Dato’ YB by graced was ceremony presentation Berjaya Time Square Hotel, Kuala Lumpur. The award at Beretika held Category Company Medium in Perniagaan 2010/2011” Kecemerlangan “Anugerah Ç£Ê ViÊÓ£ÊU Óä£äÊ iViLiÀÊ £Ç£nÊ Ê iViLiÀÊÓä£äÊU ru a Praa oo Itrainl Convention Centre, JohorBahru. International Johor Persada at Group JCorp Mekar Hari at convention quality the in part Significant Events Calender of POSSB was awarded was POSSB idr took Sindora 4 December 2010
SINDORA BERHAD 2010 - 171 SINDORA BERHAD 2010 - 172 Financial Statements
174 Director’s Report
182 Statement by Directors
183 Statutory Declaration
184 Independent Auditor’s Report
186 Statements of Financial Position
188 Statements of Comprehensive Income
190 Statement of Changes in Equity
192 Statements of Cash Flows
195 Notes to the Financial Statements SINDORA BERHAD 2010 - 174 Minority interests Owners oftheCompany Profit fortheyearattributableto: The Directors donotrecommend thepaymentofanyfinaldividendinrespect ofthecurrent financialyear. Since theendofprevious financialyear, theCompany: Dividends review under except asdisclosedinthefinancialstatements. year financial the during provisions and reserves from or to transfers material no were There Reserves andprovisions Results activities duringthefinancialyear. are disclosed in Note 7 to and the financial statements. There has business been no significant change in venturethe nature of these intrapreneur holding, subsidiaries its of investment activities principal The estate. rubber and milling oil palm plantations, palm oil of of operations consist Company the of activities principal The Principal activities the Companyforyearended31December2010. The Directors have pleasure in submitting their report and the audited financial statements of the Group and of For theyearended31December2010 Directors’ ReportandStatement i declaredordinaryper 5% of dividend interim an share RM3,600,000 totalling 25% at tax less (3.75 RM3,600,000 totalling 25% at ii) tax less share ordinary per 5% of dividend final a paid i) (3.75 sen net per ordinary share) in respect of the year ended 31 December 2010 on 20 on 2010 December December 2010andpaidon10February2011. 31 ended year the of respect in share) ordinary per net sen (3.75 and sen net per ordinary share) in respect of the year ended 31 December 2009 on 31 July 2010; RM‘000 18,30 1 18,305 15,503 ru Company Group 2 5,50 2,802 , 802 5 3 RM‘000 11,715 11,715 -- Directors’ Shareholdings are asfollows: of Register the recordedin as Company) the of Directors not are themselves who Directors the of children or than wholly-owned subsidiaries) of those who were Directors at year end (including the interests of the spouses The interests and deemed interests in the ordinary shares of the Company and of its related corporations (other Directors’ interests >ÊLÊ>ÃÊÀiÃ}i`ÊÊΣÊ>Õ>ÀÞÊÓ䣣® />Ê-ÀÊ >Ì½Ê Õ >>`ÊÊ>à ÊÀiÃ}i`ÊÊ£ÎÊ>Õ>ÀÞÊÓ䣣® UÊ °Ê>ÃÃ>ÊLÊ°Ê `Ê9ÕÃÊÀiÌÀi`ÊÊÓ£ÊÕiÊÓä£ä® Ê UÊ >>ÀÕââ>>ÊLÊLÕÊ >ÃÃÊ>««Ìi`ÊÊ£ÎÊ>Õ>ÀÞÊÓ䣣® Ê UÊ À°Ê `Ê>viÌâÊLÊ >` Ê UÊ <ÕyÊLÊLÀ> Ê UÊ >̽ÊÀÊL`ÕÊ>ÊLÊ `Ê Ê UÊ Õ>ÊÜiiÊ- Ê UÊ />Ê-ÀÊ >̽Ê-iÀÊÀà >`ÊLÊÞÕL Ê UÊ ,â>ÊLÊ `Ê->½>Ì Ê UÊ Ê UÊ Ê Directors whoservedsince thedateoflastreport are: Directors oftheCompany For theyearended31December2010 Directors’ ReportandStatement
SINDORA BERHAD 2010 - 175 SINDORA BERHAD 2010 - 176 a r ao eiAsa iet 1000 000 - 150,000 -- 50,000 100,000 £{]ÇÎ]nÇn Direct Ê binAyub Tan SriDato’SeriArshad Ê QSR BrandsBhd Related companies ÊÊÊÊÊ{£]xÎÎ £{]ÇÎ]nÇnÊ 313,824 ÀiVÌÊ Ê >̽ÊÀÊL`ÕÊ>ÊLÊ `ÊÊÊ EA Technique (M)Sdn.Bhd. -- Ê >ÊLÊ>ÃÊÊ -- Metro Parking(M)Sdn.Bhd. ÊÊÊÊÊ{£]xÎÎÊ Subsidiaries 313,824 ÀiVÌÊÊ >̽ÊÀÊL`ÕÊ>ÊLÊ `ÊÊÊ Direct ,â>ÊLÊ `Ê->½>ÌÊÊ bin Ayub Tan SriDato’SeriArshad Ê>à ÊÊ Ê Tan SriDato’Muhammad Company Name ofDirectors For theyearended31December2010 Directors’ ReportandStatement neet t ogt Sold Bought At Interest emd 1000 - - 100,000 -- -- 6,606,122 100,000 -- ÊÊÊÎxä]äää Deemed -- Ê 6,606,122 Ê ÊÊÊÊÊ£x]äÓ Deemed 1,016,666 ÊÊÊÎxä]äääÊ Ê ÊÊÊÓ£x]nÇÇ ÀiVÌÊ -- Ê Ê -- ÊÊÊÊÊ£x]äÓÊ Ê 1,016,666 ÀiVÌÊ ÊÊÊÓ£x]nÇÇÊ Deemed ÀiVÌÊ aur 00 31December2010 1January2010 Number ofordinary shares ofRM1.00each At Company andofitsrelated corporationsduringthefinancialyear. 410,950 None oftheotherDirectors holdingofficeat31December2010hadanyinterest intheordinary shares ofthe Direct -- bin Ayub 3,000 Tan SriDato’SeriArshad 1,000 KFC Holdings(M)Bhd 409,950 Direct Dr. MohdHafetzbinAhmad 445,000 Direct Rozan binMohdSa’at bin Ayub Direct Tan SriDato’SeriArshad Ali Hashim Tan SriDato’Muhammad Kulim (Malaysia)Berhad Related companies
Name ofDirectors For theyearended31December2010 Directors’ ReportandStatement neet t ogt Sold Bought At Interest emd 12,020 200 Deemed 1,200,200 Direct Deemed 22,400 Deemed aur 00 31December2010 1January2010 Number ofordinary shares ofRM0.50each - 2000 - 200,000 -- 200,000 -- - - 12,020 -- 200 1,200,200 ------22,400 ------(3,000) -- 445,000 -- -- At --
SINDORA BERHAD 2010 - 177 SINDORA BERHAD 2010 - 178 No options were granted to any person to take up unissued shares of the Company during the financial year. Options grantedoverunissuedshares There were nodebentures issuedduringthefinancialyear. year. financial the during Company the of capital paid-up and issued authorised, the in changes no were There Issue ofshares anddebentures Company oranyotherbodycorporate. Directors of the Company to acquire benefits by means of the acquisition of shares in, or debentures enabling of, the of object the had which year financial the of end the at and during arrangements no were There a companyinwhichtheDirector hasasubstantialfinancialinterest. Company orarelated corporation withtheDirector orwithafirmofwhichtheDirector isamember, orwith the by made contract a reasonof by statements) financial the in shown Directorsas receivableby and or due received emoluments of amount aggregate the in included benefit a than (other benefit any receive to entitled become nor received has Company the year,of Directorfinancial previous no the of end the Since Directors’ benefits For theyearended31December2010 Directors’ ReportandStatement financial yearandthedateofthisreport. and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that ended 31 December 2010 have not been substantially affected by any item, transaction or event of a material In the opinion of the Directors, the financial performance of the Group and of the Company for the financial year their meet to Company the of obligations asandwhentheyfalldue. and Group the of ability the affect substantially may or will Directors, the of to become enforceable within likely the period of is twelve months after the or end of the enforceable, financial year which, become in the opinion has Group the in company any of liability other or liability contingent No financialyear. the of end the since arisen has that Company the of or Group the of respect in liability contingent any ii) yearandwhichsecures theliabilitiesofanyotherperson,or financial the of end the since arisen has that Company the of Groupor the of assets the on charge any i) At thedateofthisreport, there doesnotexist: thefinancialstatementsofGroup andoftheCompanymisleading. not otherwise dealt with in this report iv) or the financial statements, that would render any Group andoftheCompanymisleadingorinappropriate,amount or stated in which iii) have arisen which render adherence theCompanymisleading,or to the existing method of valuation of assets or liabilities of the that would render the ii) value attributed to the current intheGroup andintheCompanyinadequatetoanysubstantialextent,or assets in the financial statements of the Group and of that would render the amount written off for bad debts, or the amount of the provision i) for doubtful debts At thedateofthisreport, theDirectors are notaware ofanycircumstances: downtoanamountwhichtheymightbeexpectedsorealise. any current assets which were unlikely to be realised in ii) the ordinary course of business have been written Company were madeout, theDirectors tookreasonable stepstoascertainthat: the of and Group the of income comprehensive of statement and position financial of statement the Before Other statutoryinformation For theyearended31December2010 Directors’ ReportandStatement ) allknownbaddebtshavebeenwrittenoff andadequateprovision hasbeenmadefordoubtfuldebts, i) and
SINDORA BERHAD 2010 - 179 SINDORA BERHAD 2010 - 180 Uponcompletionoftheproposal, Metro HKbecomesa55%subsidiaryofMetro. f£°ääÊi>V ÊÌÊ À°Ê/ÞÀiÊ «iâ° Ê Ê Ê Ó]äää]äääÊÀ`>ÀÞÊà >ÀiÃÊvÊ f£°ääÊi>V ÊÀi«ÀiÃiÌ}Ê{ä¯Êà >Ài `}ÊvÀÊ fÓ]äää]äääÊV>Ã Ê UÊÊ Ê had Sindora Ê of subsidiary disposedshares inMetro Parking(HK)Limited(“Metro HK”)asfollows: 75% a (“Metro”), Bhd. Sdn. (M) Parking Metro 2010, December 13 On d. thefinancialstatements. to Group’s32 the proformaNote effecton The in are disclosed date acquisition on liabilities and assets and Subscription the to pursuant subsidiaryoftheGroup. option call its exercised has Shareholders agreement to acquire Group additional 1% equity interest in Orkim. Thereafter, Orkim becomes a the 2011, January 31 On in interest OrkimSdn.Bhd.(“Orkim”),makinga49.9%ownedassociateoftheGroup. equity 12% approximately representing each, 1 RM of shares equity 4,600,000 additional acquired has Bhd. Sdn. (M) Technique E.A. subsidiary, 51%-owned Company’s the year, the During c. Theproposed acquisitionwasdulycompletedon23July2010. at interest, equity the of 90% representing (“MIT”), Bhd RM2,025,000. Sdn Brokers Insurance MIT in each RM1 value par of shares ordinary of 1,125,000 purchase and sale the Mohd to relation in Dato’ Mohamad Bin and Shahrom Singh Bhagwan a/l Singh Jagjit Dr Deen, Mohd Bin Kadir Abdul Dato’ Velupillai, a/l Mr.Jeyaratnam with Agreement Purchase & Sale a into entered had Company the 2010, June 11 On b. enlargedordinary share capitalofMicrowell. portions of the RCCPS into 1,500,000 ordinary shares of RM1 each in Microwell, representing 60% of the converted Concurrently,has 2010. Company April the 23 on completed was acquisition proposed The preference share capitalofMicrowell Sdn.Bhd.(“Microwell”) forRM4,500,000cash. issued entire the being each sen 1 value par of (“RCCPS”) Shares Preference Cumulative Convertible with Redeemable 3,800,000 purchaseof Commerce-KNBAgroTerokaand sale the relationto in Bhd. Sdn. Agreement Purchase Share conditional a into entered had Company the 2010, March 23 On a. The CompanyandtheGroup Significant events For theyearended31December2010 Directors’ ReportandStatement Ê Óxä]äääÊÀ`>ÀÞÊà >ÀiÃÊvÊ f£°ääÊi>V ÊÀi«ÀiÃiÌ}Êx¯Êà >Ài `}ÊvÀÊ fÓxä]äääÊV>à ÊÀÊ UÊÊ Ê ÀÊ f£°ääÊi>V ÊÌÊ À°Ê*>ÕÊ >ÕiÊ Àà ÆÊ>` Ê Ê Ê Ê
Date: 17March 2011 Johor Bahru, Rozan binMohdSa’at …………………………………………………… Kamaruzzaman binAbuKassim …………………………………………………… Signed onbehalfoftheBoard ofDirectors inaccordance witharesolution oftheDirectors: The auditors,MessrsKPMG,haveindicatedtheirwillingnesstoacceptre-appointment. Auditors shareholding spread requirement. public the with comply to 2011 June 30 until months six of time of extension an Company the has granted Malaysia Bursa 2011, March 16 On requirement. spread shareholding public the with comply to The Company has made an application to Bursa Malaysia on 8 December 2010 for an extension of time theListing Requirements ofBursaMalaysiaSecuritiesBerhad(“BursaMalaysia”). The Company is not in compliance with the required public shareholding spread of 25% as stipulated in e. For theyearended31December2010 Directors’ ReportandStatement
SINDORA BERHAD 2010 - 181 SINDORA BERHAD 2010 - 182 Date: 17March 2011 Johor Bahru, Rozan binMohdSa’at …………………………………………………… Kamaruzzaman binAbuKassim …………………………………………………… Signed onbehalfoftheBoard ofDirectors inaccordance witharesolution oftheDirectors: Bursa by Malaysia SecuritiesBerhad. prescribed format the on based presented and Accountants, of Institute Malaysian the by issued Requirements, Listing Berhad Securities Malaysia Bursa to Pursuant Disclosures of Context the in Losses or Profits Unrealised and Realised of Determination No.1, Matter Special on Guidance the with accordance in In the opinion of the Directors, the information set out in Note 35 to the financial statements has been compiled financial their of performance andcashflowsforthefinancialyearthenended. and 2010 December 31 at Company the of and Group fair the and of position true financial a the give of to view as so Malaysia in 1965 Act, Companies the and Standards Reporting Financial with In the opinion of the Directors, the financial statements set out on pages 186 to 269 are drawn up in accordance Section 169(15)oftheCompaniesAct,1965 Statement byDirectors Pursuant to Before me: Haida bintiHussin ………………………………………. March 17 on Johor 2011. of State the in Bahru Johor in named above the by declared solemnly and Subscribed true, andbyvirtueoftheprovisions oftheStatutoryDeclarationsAct,1960. my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to of be best the to are, 270 to 186 pages on out set statements financial the that declare sincerely and solemnly do BERHAD, SINDORA of management financial responsiblethe primarily for officer the Hussin, binti Haida I, Section 169(16)oftheCompaniesAct,1965 Statutory declarationPursuantto
SINDORA BERHAD 2010 - 183 SINDORA BERHAD 2010 - 184 for theyearthenended. of the Group and of the Company as of 31 December 2010 and of their financial performance and cash flows Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position Reporting Financial with accordance in up drawn properly been have statements financial the opinion, our In Opinion audit opinion. our for basis a provide to appropriate and sufficient is obtained have we evidence audit the that believe We made bytheDirectors, aswellevaluatingtheoverallpresentation ofthefinancialstatements. estimates accounting of reasonableness the and used policies accounting of appropriateness the evaluating the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes for not but circumstances, the in appropriateareprocedures that audit design to order in view fair and true a entity’sthe controlrelevantto internal give consider that we statements assessments, financial preparationof error.risk or those fraud making to In due whether of statements, financial the of assessment misstatement material of in risks the including disclosures judgement, and our on amounts depend the selected procedures about The statements. evidence financial the audit obtain to procedures performing involves audit An financial statementsare free from materialmisstatement. the whether about assurance reasonable obtain to audit the perform and plan and requirements ethical with audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our Auditors’ Responsibility that are free from materialmisstatement,whetherduetofraudorerror. such internal control as the Directors determine are necessary to enable the preparation of financial statements fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for and true a give that statements financial of preparation the for responsibleare Company the of Directors The Directors’ ResponsibilityfortheFinancialStatements and a summary of significant accounting policies and other explanatory notes, as set out on pages 186 to 269. income, changes in equity and cash flows of the Group and financial of the Company for the financial year then ended, of comprehensive of statements statements the Company,and the the of and Group comprise the of 2010 which December 31 at Berhad, as position Sindora of statements financial the audited have We Report ontheFinancialStatements to themembersofSindoraBerhad Independent Auditors’Report Date: 17March 2011 Johor Bahru Chartered Accountants Firm Number:AF0758 KPMG other any to person forthecontentofthisreport. responsibility assume not do We purpose. other no for and Malaysia in 1965 Act, Companies Company,the of reportmembers This the to solely made is body,a as accordancein the of 174 Section with Other Matters Institute ofAccountantsandpresented basedontheformatprescribed byBursaMalaysiaSecuritiesBerhad. Malaysian the by issued Requirements, Listing Berhad Securities Malaysia Bursa to Pursuant Disclosures of Context the in Losses or ProfitsUnrealised and Realised of Determination the No.1, Matter Special with on Guidance accordance in respects, material all in compiled, properly been has information the opinion, our In Standards. We have extended our audit procedures to report on Reporting the Financial requiredthe requiredby processnot as is and Requirements of Listing Company Berhad Securities compilation Malaysia the Bursa the of by by such compiled information. been has statements financial the to 35 Note in out set information The whole. a as taken statements financial the on opinion an forming of purpose the for made was audit Our commentmadeunderSection174(3)oftheAct. satisfactory received have we Other ReportingResponsibilities and Group the of informationandexplanationsrequired statements byusforthosepurposes. The audit financial reports on the accounts of the the (d) subsidiaries did not contain any of qualification or any adverse preparation the the of with purposes the consolidated for proper and appropriate been content and form in have are statements Company’sfinancial that subsidiaries the of accounts the that satisfied are notactedas auditors,whichare indicatedinNote7tothefinancialstatements. We (c) accordance withtheprovisions oftheAct. We consideredhave reportsauditors’ in the and accounts the have we which of subsidiaries the all of kept properly been have (b) auditors as acted have we which of subsidiaries its and Company the In our opinion, the accounting and other records and the registers required by the Act to be kept by (a) In accordance withtherequirements oftheCompaniesAct,1965inMalaysia, we alsoreport thefollowing: Report onOtherLegalandRegulatoryRequirements to themembersofSindoraBerhad Independent Auditors’Report Chartered Accountant Approval Number:2677/12/12(J) Wee BengChuan
SINDORA BERHAD 2010 - 185 SINDORA BERHAD 2010 - 186 ahadcs qiaet 5 509 921 565 16,991 15,695 9,610 The accompanyingnotesformanintegralpartofthefinancial statements. 49,211 13,246 45,019 Total assets 11,308 15 Total current assets 272,009 Cashandcashequivalents 19,826 Tax recoverable 10,160 11,195 277,086 35,291 held forsale 13 Assets classifiedas 13 168 Due from related companies 10,100 11,195 36,300 510,193 Due from subsidiaries corporation 590,771 593 Due from ultimateholding 12 3,360 22,310 Trade andotherreceivables Inventories 10 30,384 3,360 105,680 Total non-current assets Deferred taxassets 8 104,079 6 Other investments 7 Investments inassociates Investments insubsidiaries 404,733 Investment properties expenditure 472,298 Plantationdevelopment Intangibleassets 3 Property, plantandequipment Assets As at31December2010 Statements ofFinancialPosition oe 21 2009 2010 Note 4 894 903 560 15,650 15,650 19,083 18,984 2,498 14 1,938 8,202 13 10,418 11 4,0 4,2 4,0 48,425 6,869 12,198 49,002 7,086 11,198 48,425 9 24,328 49,002 28,048 5 4 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 2,5 3,3 3,2 327,079 55,070 337,122 60,036 637,631 725,852 127,438 1,845 135,081 2,596 -- -- Group restated - 446 77,482 84,426 -- -- 2010 ,4 2,402 3,357 1,841 3,944 ,1 1,804 2,513 3,521 6,315 6,869 7,086 3 1,735 832 -- Company restated 2009 -- oa qiyadlaiiis 7582 6761 3712 327,079 337,122 637,631 725,852 17,044 The accompanyingnotesform anintegralpartofthefinancialstatements. 21,275 2,868 15,470 Total equityandliabilities 47,619 Total liabilities 17,044 20,465 4,983 13,451 60,507 Total current liabilities 33,801 24,438 Dividendpayable 13 20,377 Taxation 51,000 20,658 13 93,195 Duetorelated companies Duetosubsidiaries 22,615 57,020 Due toholdingcompany 17 247,155 corporation Due toultimateholding 18 23,502 245,692 Loans andborrowings 224,277 Trade andotherpayables 222,080 10 219,462 Total non-current liabilities 17 226,595 Deferred taxliabilities Deferred income Loans andborrowings 226,846 Liabilities 235,216 Total equity 16 Minority interests owners oftheCompany Total equityattributableto Reserves Share capital Equity As at31December2010 Statements ofFinancialPosition oe 21 2009 2010 Note 3 790 13 13 M00 M00 M00 RM‘000 restated RM‘000 RM‘000 RM‘000 3,5 5,0 1,2 104,999 110,527 353,708 430,958 1,113 3,600 1,240 222,080 226,595 2,728 96,000 126,080 283,923 57,077 294,894 96,000 130,595 59,678 130,846 96,000 139,216 96,000 8,6 0,5 989 44,492 89,869 106,553 185,266 -- Group 727 263 -- -- 2010 3,600 1,750 2,174
8 40,042 281 ------Company restated 2009 2,181 2,201 7,596 ------
SINDORA BERHAD 2010 - 187 SINDORA BERHAD 2010 - 188 The accompanyingnotesform anintegralpartofthefinancialstatements. 152 fortheyear Total comprehensive income differences Foreign currency translation netoftax Other comprehensive income, Profit fortheyear Income taxexpense Profit before tax accounted associates minority interests ofequity Share ofprofit aftertaxand Operating profit Net financecosts Finance costs Finance income activities Results from operating Other expenses Administrative expenses Distribution expenses Other income Gross profit Cost ofgoodssold Revenue For theyearended31December2010 Statements ofComprehensive Income oe 2010 Note 1 566 (,3) (3,056) 62,480 (3,738) (5,656) 14,771 21 41,718 21,787 20 117,619 125,763 336,480 372,094 19 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 847 4,9 1,1 61,627 11,715 42,394 61,627 18,457 62,480 11,715 14,771 42,282 18,305 46,020 4,302 (3,679) (3,752) 23,961 2,174 (3,875) 66,159 (4,022) (12,709) (1,173) 18,646 (7,386) (2,040) (13,151) (12,087) 54,302 54,427 (1,254) 22,456 703 (12,790) (7,156) (2,151) 6,813 33,874 (27,405) 22,394 (32,125) (2,526) (95,163) 52,795 (16,650) 63,688 (35,755) (2,339) (103,369) 11,307 77,311 (272,792) (294,783) Group restated 09 2010 2009 112 442
147 -- -- Company restated 2009 (853) 73 -- -- For theyearended31December2010 Statements ofComprehensive Income e riaysae sn 2 61 45.66 16.15 The accompanyingnotesformanintegralpartofthefinancialstatements. 22 per ordinary shares (sen) Basic anddilutedearnings for theyear Total comprehensive income Minority interests Owners oftheCompany attributable to: Total comprehensive income Profit fortheyear Minority interests Owners oftheCompany Profit attributableto:
oe 2010 Note M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 847 4,9 1,1 61,627 11,715 61,627 42,394 11,715 61,627 (1,532) 18,457 43,926 61,627 11,715 2,887 15,570 11,715 42,282 (1,554) 18,305 43,836 2,802 15,503 Group restated 09 2010 2009
-- -- Company restated 2009 -- --
SINDORA BERHAD 2010 - 189 SINDORA BERHAD 2010 - 190
t1Jnay20 600 117 531 33 5,9 1010 817 248,317 58,197 190,120 57,995 -- (303) -- 25,321 -- -- 11,107 interest inasubsidiary 96,000 Dilution ofequity incomefortheyear Total comprehensive At 1January2009 Group t3 eebr21 600 1,0 531 (4) 1294 2526 5,7 294,894 59,678 235,216 102,934 (146) 283,923 57,077 -- 25,321 226,846 94,631 The accompanyingnotesformanintegralpartofthefinancialstatements. 11,107 -- 283,923 96,000 (213) -- 57,077 226,846 23 At 31December2010 94,631 25,321 oftheCompany -- Dividends toowners (213) subsidiaries 11,107 preference shares by -- redeemable convertible 96,000 -- 25,321 Issue ofshares and Incomefortheyear 11,107 Total comprehensive -- -- At 1January2010 96,000 23 At 31December2009 oftheCompany Dividends toowners byasubsidiary Issue ofshares for theYear Ended 31December2010 Consolidated StatementofChangesinEquity oe hr Sae eauto flcuto Rtie Mnrt Total Minority Retained fluctuation Revaluation Share Share Note aia rmu rsre rsre anns oa itrss equity interests Total earnings reserve reserves premium capital
M00 M00 M00 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 - -- -- Attributable toequityholdersoftheCompany Non-distributable
Exchange - 0 386 396 152 42,394 (1,532) 43,926 43,836 90 -- -- - 7 553 550 ,8 18,457 2,887 15,570 15,503 -- -- 67 ------720 (,0) 126 (8,496) (1,296) (7,200) (7,200) -- -- (8,136) (936) (7,200) (7,200) -- -- Distributable - - 4 348 348 ------,1 1,010 1,010 -- -- 1,000 1,000 -- --
for theYear Ended 31December2010 Statement ofChangesinEquity t3 eebr21 9,0 1,0 2,9 9,9 226,595 98,394 -- 21,094 222,080 -- 11,107 The accompanyingnotesformanintegralpartofthefinancialstatements. 93,879 -- 96,000 -- -- 21,094 167,653 23 -- At 31December2010 39,452 11,107 oftheCompany -- Dividends toowners 21,094 96,000 incomefortheyear -- Total comprehensive 23 11,107 At 31December2009 oftheCompany 96,000 Dividends toowners incomefortheyear Total comprehensive At 1January2009 Company oe hr Sae eauto Rtie Total Retained Revaluation Share Share Note aia rmu rsre erig equity earnings reserves premium capital M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 Attributable toequityholdersoftheCompany Non-distributable - 720 (7,200) (7,200) 11,715 11,715 -- (7,200) -- (7,200) 61,627 61,627 -- -- Distributable
SINDORA BERHAD 2010 - 191 SINDORA BERHAD 2010 - 192 for theYear Ended 31December2010 Statements ofCashFlows e ahfo prtn ciiis 835 5,4 860 24,983 18,630 55,943 68,375 12,005 2,708 Net cashfrom operatingactivities 4,231 (2,017) Tax paid Dividend received 12,005 Cash generatedfrom operations (2,463) Changeinduefrom/(to) subsidiaries 2,571 companies 7,394 Changeinduefrom/(to) related 4,622 Changeinduefrom/(to) holdingcompany 2,806 holdingcorporation Changeinduefrom/(to) ultimate Changeintradeandotherpayables Changeintradeandotherreceivables Changeininventories inworkingcapital Operating profit before changes Share ofresults inassociates Finance income Unrealised lossonforeign exchange Dividend income Property, plantandequipmentwrittenoff a subsidiary (Gain)/Loss onpartialdisposal/disposalof - Estate - Associates - Property, plantandequipment Loss/(Gain) ondisposalof:- - Otherinvestment - Assetheldforsales - Plantationdevelopmentexpenditure - Goodwill -- Impairment losses/(Reversal): Finance costs Change infairvalueofinvestmentproperties - Plantationdevelopmentexpenditure - Intangibleassets - Property, plantandequipment Amortisation anddepreciation of: Adjustments for:- Profit before tax Cash flowsfrom operating activities
The accompanying notes formanintegral partofthe financial statements. M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 413 371 063 24,958 20,603 63,761 74,193 16,637 24,400 51,536 67,237 270 311 ,2 3,752 4,022 3,616 13,151 3,736 62,480 12,790 28,742 14,771 46,020 29,555 23,961 12,790 29, 2 68,375 74 67 588 (,1) 333 (6,242) (3,383) (678) (7,818) (4,067) (5,818) 332 (558) (587) (6,403) 2,774 (2,086) (4,302) (2,174) ( ( ( (2,174) ,3 180 ,3 1,870 1,000 3,038 1,000 1,870 1,070 3,038 1,070 3 1 3,961 5,818 6,403 7, 4,622 2 2,086 00 09 00 2009 2010 2009 2010 , ,0 , , , 73 (4) (147) (442) (703) (938) ( ( 2 (,0) 6 (2,705) 561 (2,104) 623 552 703 938 038 55 1 39 623 806 23 55 ettd restated restated 3 ,8 (263) 5,588 23 63 7 93 23 63 ------(38,843) (5,087) -- -- 2,704 ------0 5 4 7 2 - - - - - ) ) ) ) ) Group (540) 186 169 210 604 347 89 - ,1 6,267 1,410 (4,057) (2,821) -- -- (6,990) (1,880) -- 14 1 20,603 2 ( ( ( ( ( 4 3 1 3, 8,630 3,383 1 2,821 4,067 4 2,017 4 1,880 ,022 , ,000 ,77 , , , ( ( ( 903 587 147 263 038 7 41 23 56 9 400 3 (540) 63 (140) 60 60 36 0 63 ------(38,843) (9,908) ------1 0 1 1 3 - - - - ) ) ) ) ) ) ) ) Company 716 347 (73) 66 ------Disposal ofassociates Dividend incomefrom associates Interest received property, plantandequipment (4,943) Proceeds from disposalof placedwith licensedbanks Decrease/(Increase) inpledgeddeposits 7 Acquisition ofintangibleassets Acquisition ofotherinvestment Acquisition ofanassociate ofsubsidiaries,netcashacquired Subscription ofshares in/Acquisition - Plantationdevelopmentexpenditure - Property, plantandequipment Acquisition of: activities Cash flowsfrom investing e ahfo/ue n nnigatvte 359 5,2 (,6) (17,187) (7,763) 52,725 33,569 940 Net cashfrom/(used in)financingactivities Dividends paidtominorityinterests oftheCompany Dividends paidtoshareholders preference shares byminorityinterests Subscription ofredeemable convertible Subscription ofshares byminorityinterests Interest paid Payment offinanceleaseliabilities Net shorttermborrowings Repayment oftermloans Proceeds from termloans Cash flowsfrom financingactivities Net cash(usedin)/from investingactivities Proceeds from disposalofassetheldforsales preference shares issuedbyasubsidiary Investment inredeemable convertible subsidiary, netofcashdisposed Proceed from partialdisposal/disposalofa Proceed from disposalofanestate for theYear Ended 31December2010 Statements ofCashFlows The accompanying notes formanintegral partofthe financial statements. oe 00 09 00 2009 2010 2009 2010 Note 4 9,7) 1969 (,8) (1,253) (1,580) (129,679) (94,171) 24 0 42 4 73 -- -- 147 288 442 -- (773) 14,782 703 (4,718) (280) (10,395) 434 -- 504 (773) (3,695) (351) (21,064) (280) (3,794) (5,980) (3,695) (3,794) 124 (3) - -- -- (10,800) (936) (3,600) -- (10,800) (125) (1,294) (3,394) -- (3,600) -- (2,868) (141) (4,022) 112 -- (12,587) (3,327) -- (12,790) -- (1,163) (110) (30,284) 465 109,547 (17,923) -- 69,439 (12,163) (118,543) 178 (106,860) 938 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 0 ,5 - -- -- 2,859 80 0 ,0 - -- -- 1,000 70 - 568 - 15,608 -- 15,608 -- - ,1 - -- -- 1,517 -- -- - ,0 - 6,000 -- 6,000 -- Group - 596 -- (5,966) ------(5,100) (978) -- Company
SINDORA BERHAD 2010 - 193 SINDORA BERHAD 2010 - 194 for theYear Ended 31December2010 Statements ofCashFlows Less: Depositspledged Less: Bankoverdrafts Deposits withlicensedbanks Cash andbankbalances financial positionamounts: Cash andcashequivalentsincludedinthestatementsofflowscomprisefollowing at31December Cash andcashequivalents at1January Cash andcashequivalents Effect ofexchangerate changes andcashequivalents Net (decrease)/increase incash
The accompanying notes formanintegral partofthe financial statements. oe 00 09 00 2009 2010 2009 2010 Note 5 1,2) 1,2) 4) (47) (47) 16,991 (12,929) 15,695 (12,425) 49,211 15 45,019 15 529 3,6 568 16,944 16,991 15,648 15,695 30,264 10,258 25,299 43,193 6,733 5,294 (6,018) 37,724 10,401 (7,295) 23,148 26,063 17,703 27,316 16,944 8,683 15,648 16,944 30,264 8,261 -- 25,299 40,139 (1,296) 30,264 (49) (9,875) (4,916) M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 Group ------Company 1. BasisofPreparation Notes totheFinancialStatements Ê i`iÌÃÊÌÊ,-Ê£ÎÓ]Ê>V>ÊÃÌÀÕiÌÃ\Ê*ÀiÃiÌ>ÌÊqÊ >ÃÃwV>ÌÊvÊ,} ÌÃÊÃÃÕià UÊÊ 1 after or on Ê beginning periods March2010 annual for effective amendments and Interpretations FRSs, yeteffective fortheGroup andfortheCompany: and not are but amendments (MASB) Board standards,Standards Accounting Malaysian accounting the by following issued been the have that applied interpretations not have Company the and Group The generallyacceptedaccountingprinciplesandthe CompaniesAct,1965inMalaysia. (FRS), Standards Reporting Financial with accordance in prepared been have statements financial These Statementofcompliance (a) 1. Basisofpreparation 9C, 9 Principal placeofbusiness office oftheCompanyare as follows: Main Market of Bursa Malaysia Securities Berhad. The addresses of the principal place of the on business listed is and and Malaysia registeredin domiciled company,and liability incorporated limited public a is Berhad Sindora These financialstatementswere authorisedforissuebytheBoard ofDirectors on17March 2011 No. 5of1995). body corporate established under the Johor Corporation Enactment (No. 4 of 1968) (as Amended by Enactment Market Main of the Bursa Malaysia on Securities Berhad. listed The Company’sand Malaysia ultimate in holding incorporated corporation is company Johor Corporation, a a Berhad, (Malaysia) Kulim is company holding The in Note7. aresubsidiaries disclosed its of activities principal The estate. rubber and milling oil palm plantations, palm oil of The principal activities of the Company consist of investment holding, intrapreneur venture business and operations the CompanyanditssubsidiariesGroup’s interest inassociates(togetherreferred toasthe“Group”). The consolidated financial statements of the Company as at and for the year ended 31 December 2010 comprise Johor 80000 JohorBahru 65, JalanTrus Menara Ansar Suite 12B,Level12 Registered office Johor 80000 JohorBahru 65, JalanTrus th Floor, MenaraAnsar
SINDORA BERHAD 2010 - 195 SINDORA BERHAD 2010 - 196 1. BasisofPreparation ÊÊi`iÌÃÊÌÊ,-ÊÇ]Ê>V>ÊÃÌÀÕiÌÃ\Ê ÃVÃÕÀiÃÊqÊ«ÀÛ}Ê ÃVÃÕÀiÃÊ>LÕÌÊ>V>Ê UÊ i`iÌÃÊÌÊ,-ÊÓ]ÊÀÕ«Ê >à ÃiÌÌi`Ê- >ÀiÊ >Ãi`Ê*>ÞiÌÊ/À>Ã>VÌà qÊ``Ì>Ê Ýi«ÌÃÊvÀÊÀÃÌÌiÊ`«ÌiÀà UÊ Ê qÊ Ìi`Ê Ýi«ÌÊvÀÊ «>À>ÌÛiÊ,-ÊÇÊ ÃVÃÕÀiÃÊvÀÊÀÃÌÌiÊ`«ÌiÀÃ Ê Ê Ê i`iÌÃÊÌÊ,-Ê£]ÊÀÃÌÌiÊ`«ÌÊvÊ>V>Ê,i«ÀÌ}Ê-Ì>`>À`Ã Ê UÊ Ê 1 after or on Ê beginning periods annual 2011 January for effective amendments and Interpretations FRSs, i`iÌÃÊÌÊ ÊÌiÀ«ÀiÌ>ÌÊ]Ê,i>ÃÃiÃÃiÌÊvÊ Li``i`Ê iÀÛ>ÌÛià UÊ ÊÌiÀ«ÀiÌ>ÌÊ£Ç]Ê ÃÌÀLÕÌÃÊvÊ V>à ÊÃÃiÌÃÊÌÊ"ÜiÀà UÊ ÊÌiÀ«ÀiÌ>ÌÊ£È]Êi`}iÃÊvÊ>Ê iÌÊÛiÃÌiÌÊÊ>ÊÀi}Ê"«iÀ>Ì Ê UÊ ÊÌiÀ«ÀiÌ>ÌÊ£Ó]Ê-iÀÛViÊ ViÃÃÊ}ÀiiiÌÃ Ê UÊ i`iÌÃÊÌÊ,-Ê£În]ÊÌ>}LiÊÃÃiÌÃ Ê UÊ i`iÌÃÊÌÊ,-Êx]Ê VÕÀÀiÌÊÃÃiÌÃÊi`ÊvÀÊ->iÊ>`Ê ÃVÌÕi`Ê"«iÀ>ÌÃ Ê UÊ i`iÌÃÊÌÊ,-ÊÓ]Ê- >ÀiL>Ãi`Ê*>ÞiÌ Ê UÊ ,-Ê£ÓÇ]Ê Ã`>Ìi`Ê>`Ê-i«>À>ÌiÊ>V>Ê-Ì>ÌiiÌÃÊÀiÛÃi`® Ê UÊ ,-ÊÎ]Ê ÕÃiÃÃÊ L>ÌÃÊÀiÛÃi`® Ê UÊ ,-Ê£]ÊÀÃÌÌiÊ`«ÌÊvÊ>V>Ê,i«ÀÌ}Ê-Ì>`>À`ÃÊÀiÛÃi`® Ê UÊ Ê 1 after or on Ê beginning periods annual July2010 for effective amendments and Interpretations FRSs, periods financialstatements upontheirfirstadoption. prior and prospectively current the applied to impacts be financial any will have to expected which not interpretation,is disclosures, extended an requires which or or amendment an standard, a of application initial The the respective financialyearwhentheabovestandards, amendmentsandinterpretations becomeeffective. ÊÌiÀ«ÀiÌ>ÌÊ£x]Ê}ÀiiiÌÃÊvÀÊÌ iÊ ÃÌÀÕVÌÊvÊ,i>Ê ÃÌ>Ìi in interpretations and amendments standards, abovementioned the apply to plan Company the and Group The UÊ ,-Ê£Ó{]Ê,i>Ìi`Ê*>ÀÌÞÊ ÃVÃÕÀiÃÊÀiÛÃi`® UÊ Ê 1 after or on Ê beginning periods annual 2012 January for effective amendments and Interpretations FRSs, i`iÌÃÊÌÊ ÊÌiÀ«ÀiÌ>ÌÊ£{]Ê*Ài«>ÞiÌÃÊvÊ>Ê ÕÊÕ`}Ê,iµÕÀiiÌ UÊ ÊÌiÀ«ÀiÌ>ÌÊ£]Ê ÝÌ}Õà }Ê>V>Ê >LÌiÃÊÜÌ Ê µÕÌÞÊÃÌÀÕiÌà UÊ Ê 1 after or on Ê beginning periods annual July2011 for effective amendments and Interpretations FRSs, «ÀÛiiÌÃÊÌÊ,-ÃÊÓä£ä® UÊÊ ÊÌiÀ«ÀiÌ>ÌÊ£n]Ê/À>ÃviÀÃÊvÊÃÃiÌÃÊvÀÊ ÕÃÌiÀà UÊÊ ÊÌiÀ«ÀiÌ>ÌÊ{]Ê iÌiÀ}ÊÜ iÌ iÀÊ>ÊÀÀ>}iiÌÊVÌ>ÃÊ>Ê i>Ãi Ê Instruments UÊ Ê Ê
1. BasisofPreparation
FRS3(revised), BusinessCombinations otherwisestated. functional unless Company’sthousand, nearest the the to rounded is been has RM, which in presented (RM), is information financial Malaysia currency.All Ringgit in presented are statements financial These Functionalandpresentation currency (c) Thefinancialstatementshavebeenprepared onthehistoricalcostbasis,unlessstatedotherwisebelow. Basisofmeasurement (b) Ê/i à ,棂 iÕÀÊV>}à ÀÕÊV i ViÊvÀ à iµÕÌÞÊ >ÃÊ vÀÊ >VVÕÌi`Ê LiÊ ÌÊ V«ÃÌÊ }ÀÕ«Ê Ê V >}iÃÊ ÀiµÕÀiÊ £ÓÇÊ ,-Ê ÌÊ >i`iÌÃÊ / iÊ UÊ Ê Ê/i à ,棂 iÕÀÊ> Ãà ÌÀLÌLi Þ iiÌ i >LÃÀLi`Ê LiÊ ÌÊ ÌiÀiÃÌÊ ÀÌÞÊ ÌÊ >ÌÌÀLÕÌ>LiÊ ÃÃiÃÊ >Ê ÀiµÕÀiÊ £ÓÇÊ ,-Ê ÌÊ >i`iÌÃÊ / iÊ UÊ Ê FRS 127(2010),ConsolidatedandSeparateFinancialStatements U ÞÊÀÌÞÊÜÊLiÊÜÊ>ÃÊVÌÀ}®ÊÌiÀiÃÌÊÜÊLiÊi>ÃÕÀi`Ê>ÌÊiÌ iÀÊv>ÀÊÛ>Õi]ÊÀÊ>ÌÊÌÃÊ inprofit orloss. ÊUÊ financial statements. applied prospectively and therefore there will be no impact on prior transaction-by periods in the a Group’s on FRS 2011 3 (revised), which becomes mandatory for acquiree,consolidated the Group’s 2011 the consolidated financial statements, will be of transactionbasis. liabilities and assets identifiable the in interest proportionate U ÞÊ«ÀiiÝÃÌ}ÊÌiÀiÃÌÊÊÌ iÊ>VµÕÀiiÊÜÊLiÊi>ÃÕÀi`Ê>ÌÊv>ÀÊÛ>ÕiÊÜÌ ÊÌ iÊ}>ÊÀÊÃÃÊÀiV}âi`Ê /À>Ã>VÌÊVÃÌÃ]ÊÌ iÀÊÌ >Êà >ÀiÊ>`Ê`iLÌÊÃÃÕiÊVÃÌÃ]ÊÜÊLiÊiÝ«iÃi`Ê>ÃÊVÕÀÀi`° ÊUÊ inprofit orloss. ÊUÊ U / iÊ`iwÌÊvÊ>ÊLÕÃiÃÃÊ >ÃÊLiiÊLÀ>`ii`]ÊÜ V ÊÃÊiÞÊÌÊÀiÃÕÌÊÊÀiÊ>VµÕÃÌÃÊLi}Ê ÊUÊ FRS 3(revised) incorporates thefollowingchangesthatare likelytoberelevant totheGroup’s operations: than expectedchangesinaccountingpoliciesasdiscussedbelow: Company,the of Groupand the of statements financial the on other impact material any have to expected not are or applicable not either are improvements and interpretations amendments, standards, other The U Ì}iÌÊVÃ`iÀ>ÌÊÜÊLiÊi>ÃÕÀi`Ê>ÌÊv>ÀÊÛ>Õi]ÊÜÌ ÊÃÕLÃiµÕiÌÊV >}iÃÊÌ iÀiÊÀiV}âi`Ê treated asbusinesscombinations. ÊUÊ The abovechangesinaccountingpoliciesare notexpectedtohavematerialimpacts totheGroup. tascin bten h gop n is ioiy wl b kon s ocnrlig itrs holders. asdescribedinNote2(a)(iii). interest noncontrolling) as known policies be accounting the with accordance in (will for accounted are composition group Currently, in minority changes its and group the between transactions o a usday r n lne cagd gis te ru’ itrs. urnl, uh oss are losses such Currently, interest. Group’s the against charged longer no accountedforinaccordance withtheaccountingpoliciesasdescribedinNote2(a)(iv). are subsidiary a of equity the in interest minority the exceeding losses further any and excess the i.e., interest minority by
SINDORA BERHAD 2010 - 197 SINDORA BERHAD 2010 - 198 butnotcontrol, overthefinancialandoperating policies. influence, significant has Group the which in entities, unincorporated including entities, are Associates at position financial of statement Company’s Associates the (ii) in measured costlessanyimpairmentlosses(orincluded inadisposalgroup that isclassifiedasheldforsale). are subsidiaries in Investments control that date the ceases. until commences control that date the from statements financial consolidated the in included are subsidiaries of statements financial the accounting, of method purchase the Under purchase the using consolidated methodofaccounting. are Subsidiaries account. into taken that rights are voting exercisable potential are control, presently assessing In activities. its from benefits obtain to as so entity an of policies operating exists and financial the Control govern to power Group. its exercise to the ability the has Group by the when controlled entities, unincorporated including entities, are Subsidiaries Subsidiaries (i) Basisofconsolidation (a) statements, andhavebeenappliedconsistentlybyGroup entities,unlessotherwisestated. The accountingpoliciessetoutbelowhavebeenappliedconsistentlytotheperiodspresented inthesefinancial 2. SignificantAccountingPolicies ÌiÊ££ÊÊÛiÌÀÞÊÜÀÌi`Ü UÊ ÌiÊ£äÊÊÀiV}ÌÊvÊÕÕÌÃi`ÊÌ>ÝÊÃÃiÃÊ>`ÊV>«Ì>Ê>Ü>Vià UÊ ÌiÊÈÊÊÛiÃÌiÌÊ«À«iÀÌiÃ Ê UÊ ÌiÊ{ÊÊi>ÃÕÀiiÌÊvÊÌ iÊÀiVÛiÀ>LiÊ>ÕÌÃÊvÊV>à }iiÀ>Ì}ÊÕÌÃ Ê UÊ ÌiÊÎÊÊÀiÃ`Õ>ÊÛ>ÕiÃÊvÊÛiÃÃiÃ Ê UÊ than Ê other statements financial the in Ê recognised amounts the those disclosed inthefollowingnotes: on accounting effect applying significant in judgements have critical that and policies uncertainty estimation of areas significant no are There periods future any in and revised accounting are to estimates Revisions the which basis. in ongoing affected. period an the in on recognised reviewed are are estimates assumptions underlying these and from Estimates differ may results the make Actual and to expenses. policies and management accounting income requires of liabilities, estimates. application FRSs assets, the of with affect amounts conformity that reported assumptions in and statements estimates financial judgements, of preparation The Useofestimatesandjudgements (d) 2. SignificantAccountingPolicies beenrecovered. additional make minority’sprofitsthe such until all to, with allocated is Groupthe has previouslyGroup’sby sharelosses absorbed of interest able the profits, is reports subsequently and subsidiary the to, If obligation losses. the binding cover to a investment has minority the interest that Group’s extent the against the charged to are except minority, the to applicable losses further any and excess, subsidiary,a of the minority’sequity the the exceed in interestminority the to applicable losses Where year consolidated the for the income in comprehensive presented the are of allocation Group betweenminorityinterests andtheownersofCompany. an the as of income results comprehensive of the of statement owners in the interests to attributable Minority equity Company. from separately the equity, within equity in changes of and statement position financial of statement consolidated the in presented are or subsidiaries, directly through whether Company, indirectly the by owned not are that interests equity to attributable subsidiaries of assets identifiable net the of portion the being period, reporting the of end the at interests Minority Minorityinterests (iv) afterthechange,andanyconsiderationreceived orpaid,isadjustedtoagainstGroup reserves. and before assets net Group’sof the share between difference Any holders. interests minority Group its and the between transactions equity as composition group in changes other all treats Group The of method acquisition the which for interest equity of purchase accountingisapplied. a as for accounted is subsidiary Group’sthe of accretion the value, the fair in interestsat established been has price purchase the and consideration cash for interestssubsidiary’s minority a frompurchasessharesGroup equity the When is orloss. subsidiary the in profit in interestsrecognised Group’sloss or gain corresponding the the with interest equity in of disposal a reduction as for accounted the value, fair at established been has price issue the and consideration cash interestsfor minority shares to equity new issues subsidiary Wherea (iii) Changes inGroup composition anyimpairmentlosses.Thecostoftheinvestmentincludestransactioncosts. less cost at position financial Company’sof the statement in measured are associates in Investments on payments made has or obligation an has Group the behalfoftheinvestee. that extent the to except discontinued is that of losses further amount of recognition the and zero, carrying to reduced is investments) the long-term any (including interest associate, an in interest its exceeds losses of Group’sshare the When 2. SignificantAccountingPolicies influence ceases. with those of the Group, from policies the accounting date The the that align significant any,to if influence costs. adjustments, commences after until associates, the accounted date transaction equity that the significant of income includes investment the of cost consolidated The financial statements losses. include the Group’s impairment share any of the profit less or loss method and other comprehensive equity the using statements financial consolidated the in for accounted are associates in Investments
SINDORA BERHAD 2010 - 199 SINDORA BERHAD 2010 - 200 frin prto ad r rcgie i ohr opeesv icm, n ae rsne i the in presented are and income, comprehensive FCTRwithin equity. other in recognised are and operation foreign a or from in investment net a of part form to consideredare item receivablemonetary a such from arising losses and gains item monetary a exchange foreign future, foreseeable the in of likely nor planned neither is settlement operation foreign a to payable when statements, financial consolidated the In on loss or profit the of part as loss or profit to disposal. transferred is FCTR the in amount relevant the in full, accumulated in or and part in of, disposed income is operation foreign a comprehensive When (FCTR). reserve translation other currency foreign the in recognised are differences currency Foreign at RM from to translated arising are operations, adjustments foreign exchangeratesatthedatesoftransactions. of value expenses and income fair the The at acquisitions. and rates the exchange of goodwill the dates using reported for are which except 2006 January period, 1 before reporting combinations business the rates exchange of at end RM to the translated are at acquisition, on arising adjustments value fair and goodwill including RM, than other currencies functional in denominated operations of liabilities and assets The comprehensive other in Operationsdenominatedinfunctionalcurrencies otherthanRinggitMalaysia recognised are (ii) which risk, currency of income. for hedge except flow loss, cash a or as profit designated in recognised are instrument financial a or instruments available-for-sale retranslationequity of retranslation the on arising differences on arising differences currency Foreign currency attheexchangeratedatethatfairvaluewasdetermined. functional the to retranslatedare value fair at measuredare that those for except date reporting the of are end period the at retranslated not are currencies foreign reporting in denominated liabilities and assets Non-monetary the at currencies foreign in denominated liabilities retranslated tothefunctionalcurrency attheexchangeratethatdate. and assets Monetary Group of currencies functional respective the to entitiesatexchangeratesthedatesoftransactions. translated are currencies foreign in Transactions Foreign currency transactions (i) in eliminated thesameway asunrealisedare gains,butonlytotheextentthatthere isnoevidenceofimpairment. losses Unrealised investees. the in Group’sinterest the Foreign Currency of extent the to (b) investment the against eliminated are investees accounted equity with transactions from arising gains Unrealised intra- from group transactions,are eliminatedinpreparing theconsolidatedfinancialstatements. arising expenses and income unrealised any and transactions, and balances Intra-group Transactions eliminatedonconsolidation (v) 2. SignificantAccountingPolicies 2. SignificantAccountingPolicies b Held-to-maturityinvestments (b) Financial assetsatfairvaluethroughprofitorloss (a) Financialassets TheGroup andtheCompanycategorisefinancialinstrumentsasfollows: Financialinstrumentcategoriesandsubsequentmeasurement (ii) Initialrecognition andmeasurement accounting (i) using measured with and Measurement, categorised are and instruments Recognition financial Instruments: 2010, policiesasmentionedbelow. Before 1January2010,different Financial accountingpolicieswere applied. January 139, 1 FRS from of effect adoption the from Arising Financialinstruments (c) applicable tothenature ofthehostcontract. recognisedis derivative separately,embedded an event the accordancein policy for with accounted is contract a and the host host contract the as is of not risks categorised for at and fair characteristics value economic through accounted the profit to or relatedloss. and The closely host not contract, in is contract it if, host only and if, the derivative from separately recognised is derivative embedded An issue ofthefinancialinstrument. or acquisition the to attributable directly are that costs transaction loss, or profit through value fair at A financial instrument is recognised initially, at its fair value plus, in the case of a financial instrument not when, theGroup ortheCompany becomesapartytothecontractualprovisions oftheinstrument. A financial asset or a financial liability is recognised in the statement of financial position when, and only iaca ast ctgrsd s edt-auiy netet ae usqety esrd at measured subsequently are investments amortised costusingtheeffective interest method. held-to-maturity as categorised assets Financial market andtheGroup ortheCompanyhaspositiveintentionandabilitytohold tomaturity. active an in quoted are that instruments debt comprises category investments Held-to-maturity at theirfairvalueswiththegainorlossrecognised inprofit orloss. measured subsequently are loss or profit through value fair as categorised assets financial Other instruments equity unquoted of delivery by settled whose fairvaluescannotbereliably measured are measured atcost. be must and to linked are that Derivatives or financialassetsthatare specificallydesignatedintothiscategoryuponinitialrecognition. trading, for held are that assets financial including derivatives (except for a derivative that is a comprises designated and effective hedging instrument) category loss or profit through value Fair
SINDORA BERHAD 2010 - 201 SINDORA BERHAD 2010 - 202 sn a tagtln mto oe te otata pro o, hn hr i n seie contractual specified no is there when or, period contractual loss the or over profit method to amortised straight-line are a and using income deferred as classified are contracts guarantee Financial payments specified make to inaccordance withtheoriginalormodifiedtermsofadebtinstrument. issuer the requires that contract due when payment make to fails debtor specified reimbursea because to incurs it loss a for holder the a is contract guarantee financial A Financialguaranteecontracts (iii) Available-for-sale financialassets (d) Loansandreceivables (c) 2. SignificantAccountingPolicies for impairment(seeNote2(m)(i)). review to subject are loss, or profitthrough value fair at measured those for except assets, financial All their fairvalueswiththegainorlossrecognised inprofit orloss. at measured subsequently are loss or profit through value fair as categorised liabilities financial Other values cannotbereliably measured are measured atcost. Derivatives that are linked to and must be settled by delivery of unquoted equity instruments whose fair hedging effective and designated a or instrument) contract or financial guarantee liabilities that financial are specifically a designated into is this category that upon initial recognition. derivative a for (except Fair value through profit or loss category comprises financial liabilities that are held for trading, derivatives value through profit orloss. All financial liabilities are subsequently measured at amortised cost other than those categorised as fair Financial liabilities or loss. profit in recognised is method interesteffective the using instrument debt a for calculated Interest gain or loss recognised in other comprehensive income is reclassified from equity into profit or loss. cumulative the derecognition, On loss. or profit in recognised are which hedges value fair of risks and losses arising from monetary items and gains and losses of hedged items attributable to hedge recognised in other comprehensive income, except for impairment losses, foreign exchange gains assets financial Other categorised cost. as available-for-saleat are measured subsequently measured market are at their measured active fair reliablyvalues with an the be gain or in cannot loss value price fair market whose quoted and a have not do that instruments equity in Investments not heldfortrading. Available-for-sale category comprises investment in equity and debt securities instruments that are cost usingtheeffective interest method. amortised at measured subsequently are receivables and loans as categorised assets Financial active an in quoted not are that market, tradeandotherreceivables andcashequivalents. instruments debt comprises category receivables and Loans ot nlds xedtrs ht r drcl atiual t te custo o te se ad any and asset the of acquisition the to attributable the and use, intended its for condition working to asset the directlybringing to directlyattributable costs other are that expenditures includes Cost accumulated any Revaluedproperty, plantandequipmentwherenorevaluationpolicyisadopted less cost/valuation at measured are equipment and depreciation andanyaccumulatedimpairmentlosses. plant property, of Items Recognitionandmeasurement (i) intheprofit orloss. recognised is assumed, liabilities or transferred assets non-cash any Property,including paid, plantandequipment (d) consideration the and party another to transferred or extinguished liability financial the of amount carrying difference the the liability, between financial a of derecognition On expires. or cancelled or discharged is contract the in specified obligation the when, only and when, derecognised is it of part a or liability financial A received consideration the of sum the hadbeenrecognised inequityisrecognised intheprofit orloss. and amount carrying that loss or gain cumulative any and assumed) liability new any less obtained asset new any the (including financial a between of without derecognition difference On party asset. the another the to of asset, rewards transferred and is risks asset all financial substantially or the control or retaining expire asset financial the from flows cash the to rights contractual the when only and when, derecognised is it of part or asset financial A the and disposal on loss or gain any Derecognition of recognition recognition ofareceivable from thebuyerforpaymentontradedate. (v) sold, is that asset an of derecognition (b) the recognition ofanassettobereceived andtheliabilitytopayforitontradedate, (a) applicable, as derecognised, and recognised is assets usingtradedateaccounting.Trade financial dateaccountingrefers to: of sale or purchase or way regular regulation A by generally established frame time the within whose contract asset a conventioninthemarketplaceconcerned. the under asset of financial a delivery of sale require or purchase terms a is sale or purchase way regular A Regularwaypurchase orsaleoffinancialassets (iv) the to adjusted is value carrying obligationamount andaccountedforasaprovision. the obligation, value the carrying than lower the is If contract made. guarantee financial is the obligation of the of estimate an probable, financial becomes a contract of settlement guarantee When guarantee. the of discharge upon loss or profit in recognised period, 2. SignificantAccountingPolicies adjustments basedonavaluation). later no and 1995 in revalued first valuation has been recorded for these wereproperty, plant and equipment (except buildings in the case of impairment and land Freehold 1995. in Equipment and Plant The Group has availed itself to the transitional provision when the MASB first adopted IAS 16, Property,
SINDORA BERHAD 2010 - 203 SINDORA BERHAD 2010 - 204 ln ad qimn udr osrcin r nt ercae utl h ast ae ed fr their for ready are assets the until depreciated not are intendeduse. construction Property, depreciated. under not is equipment land and Freehold equipment. plant and plant property, of item of lives an useful of estimated part the over each basis straight-line a on loss or profit in recognised is Depreciation substitutedforcost,lessitsresidual value. amount other or asset, an of cost the is which depreciableamount, the over calculated Depreciationis Depreciation (iii) the andequipmentare of recognised inprofit orlossasincurred. amount carrying The reliably. measured property,of servicing be plant day-to-day the of costs The can loss. or profit to derecognised is part cost replaced its and Company, the or Group the to carrying the flow will in part the within embodied recognisedbenefits economic future the that probable is is it if item the of equipment amount and plant property, of item an of part replacing of cost The Subsequentcosts (ii) to transferred are reserve surplus retained earnings. revaluation the in included amounts the sold, are assets revalued by When equipment determined loss. or profit and in are respectively expenses” plant “other property,or equipment income” “other of within and net recognised amount are and plant carrying property, the of with disposal item from an proceeds the of comparing disposal on losses or gains The accountedforasseparateitems(majorcomponents)ofproperty, plantandequipment. are they lives, useful different have equipment property,and of plant item an of parts significant When market quoted the on based is equipment and plant of without pricesforsimilaritems. items and other prudently of knowledgeably, value acted fair a each The which had compulsion. parties for the amount wherein estimated marketing the proper is after property of value fair The arm’san in seller willing a and buyer willing a between exchanged propertybe could transaction length date. acquisition at value fair on based is combination business a of result a as recognised equipment property,and of plant cost The hedges flow cash qualifying on loss or thefunctionalityofrelated equipmentiscapitalisedaspartofthatequipment. gain any of to equity integral is that softwarePurchased property,equipment. of and purchases currency plant foreign from of transfers include may also Cost borrowing costsare capitalisedinaccordance withtheaccountingpolicyonborrowing costs. assets, qualifying labour.For direct and materials of cost the includes also assets self-constructed of cost areThe they located. which on restoringsite and removingthe items and the dismantling of costs 2. SignificantAccountingPolicies 2. SignificantAccountingPolicies in profit or loss as an integral part of the total lease expense, over the term of the lease. Contingent lease. rentals arethe charged toprofit orlossinthe reporting periodinwhich theyare incurred.of term the over expense, lease total the of part recognisedintegral an are as loss received or profit incentives in Lease consumed. are asset leased the from benefits economic which in pattern time the of representativemore is basis systematic another unless lease the of term been has Payments made under operating leases are lease recognised in profit or loss on a straight-line basis over the finance a the is to substance relation in in 2010 which in land Leases Leasehold reclassified andmeasured assuchretrospectively. 117, land. FRS of to lease made of amendment classification the adopted has Group The leaserepresents prepaid leasepayments,exceptforleaseholdlandclassifiedasinvestmentproperty. operating an as for accounted was that land leasehold a acquiring or into entering on made payment The lease. operating an as treated was term lease the of end the by lessee the to pass to expected not was title and life economic indefinite an had normally that land leasehold a years, previous the In capitalappreciation orboth,isclassifiedasinvestmentproperty. for or income rental earn to held is which lease, operating an under held interest Company. Property the or Group the of position financial of statement the in operating recognised not are under assets leased held the lease, interest property for except and, leases operating as classified are ownership rewardsof and risks the all substantially assume not does Company the or Group the where Leases, Operatinglease of (ii) balance payments remaininglease overtheremaining termoftheleasewhenadjustmentisconfirmed. minimum the the on revising by interest for of accounted are rate payments periodic lease Contingent constant liability. the a produce to as so term lease the during period each to allocated is expense finance liability.The outstanding the of reduction the and expense finance the between apportioned are leases finance under made payments lease Minimum applicabletothatasset. policy accounting the with accordance in for accounted is asset the recognition, initial to Subsequent measured is asset leased at an amount equal to the lower the of its fair value and the present value of the minimum of lease payments. recognition initial On leases. finance as classified are ownership of rewards and risks the all substantially assumes Company the or Group the which of terms in Leases Financelease (i) theendofreporting period. at appropriate as adjusted and reviewed, are values residual and lives Leased assets useful methods, (e) Depreciation Motorvehicles,officeequipment,furnitureandfittings Vessels, plantandmachinery Buildingsandstructures Theestimatedusefullivesforthecurrent andcomparativeperiodsare asfollows: 2 -12.5years 5 -25years 5 -50years
SINDORA BERHAD 2010 - 205 SINDORA BERHAD 2010 - 206 2. SignificantAccountingPolicies Ê i ÞViÊ£äÊÞi>Àà /iV }ÞÊViÃiÊÊ UÊÊ Ê ViÃÃÊÀ} ÌÃÊÊ UÊÊ Ê Ê Theestimatedusefullivesforthecurrent andcomparativeperiods are asfollows: Ê Ê Ê Theestimatedusefullivesforthecurrent andcomparativeperiodsare asfollows: theintangibleassets. of lives useful estimated the over basis straight-line a on statements income the to charged is assets for tested intangible of Amortisation use. for areavailable they that date fromthe areamortised assets are Intangible but amortised not are lives useful indefinite with impairmentannuallyandwheneverthere isanindicationthattheymaybeimpaired. assets intangible and Goodwill (iv) Amortisation is expenditure other All the relates. expensedasincurred. it increases which to it asset specific when the only in embodied capitalised benefits economic is future assets intangible capitalised on expenditure Subsequent (iii) Subsequent expenditure lives, are measured atcostlessanyaccumulatedamortisationandimpairmentlosses. useful finite have which Group, the by acquired are that goodwill, than other assets, Intangible Otherintangibleassets (ii) Goodwill (i) Intangibleassets (f) lnain eeomn epniue r sae a cs ls ay cuuae dpeito ad any and depreciation accumulated any less cost at accumulatedimpairment losses. stated are expenditure development Plantation Plantation developmentexpenditure (g) contingent liabilitiesoverthecostofacquisitionisrecognised immediatelyinprofit orloss. and liabilities assets, acquiree’sidentifiable of value fair net the in Group’sinterest the of excess Any contingent liabilitiesoftheacquiree. and liabilities assets, identifiable the of value fair net Group’sthe the in interestover acquisition the of cost the of excess the represents goodwill 2006, January 1 from beginning acquisitions business For over theGroup’s interest inthefairvaluesofnetidentifiableassetsandliabilities. acquisition the of cost the of excess representsthe goodwill 2006, January 1 to prior acquisitions For any asset,includinggoodwill,thatformspartofthecarryingamountequityaccountedinvestee. to allocated not is investment an such on loss the impairment an in and investment included the is of amount goodwill impairment carrying of accumulated amount carrying any the investees, less accounted equity cost of respect at In measuredlosses. is combinations business on arises Goodwill £xÊÞi>Àà 2. SignificantAccountingPolicies lnain eeomn Epniue f ibr il e hre t te noe ttmn a te ie of time the at Statement Income the logging andsale. to charged be will timber of Expenditure Development Plantation line straight a on amortised be will basisover20and18yearsrespectively beingtheirexpectedusefullives. estates rubber and palm oil of Expenditure Development Plantation date. maturity the from life economical estimated its over amortised is Expenditure Development Plantation The and palms/trees immature of interest upkeep incurred duringtheimmature periodare capitalisedunderPlantationDevelopmentExpenditure. clearing, land on incurred expenditure replanting or planting New (iii) Determination offairvalue or equipment inventories,itsfairvalueatthedateofreclassification becomesits cost forsubsequentaccounting. and property,plant as reclassified is it that such changes property a of use the When itemimmediatelypriortothetransferanditsfairvalueisrecognised intheincomestatements. the of amount carrying the between transfer of following date the property at arising difference investment any use, its to in change transferred a is development property or inventory of item an When is equity in recorded previously ÌÀ>ÃviÀÀi`ÊÌÊÀiÌ>i`Êi>À}ÃÆÊÌ iÊÌÀ>ÃviÀÊÃÊÌÊ>`iÊÌ ÀÕ} ÊÌ iÊViÊÃÌ>ÌiiÌð surplus any property, investment an of disposal Upon statements. Ê income the in recognised is gain the loss, impairment previous a reverses gain value However,fair a if Ê property,of revaluation plant andequipment. following a as equity in property directly recognised is value investment fair its and transfer to to prior immediately transferred item the is of amount carrying the between equipment transfer of date the at and arising difference any use, its in plant change a property, of item an When change Reclassificationto/from investmentproperty any with (ii) value fair at subsequently therein recognised intheincomestatements. and cost at initially measured are property Investment occupiedratherthanasinvestmentproperties. owner-as for accounted are Group the in companies undetermined the by currentlyoccupied are that a Properties use. future for held land include These both. for or appreciation capital for or income rental properties Investmentinterestareleasehold earn ato propertiesunder areheld which or owned Investmentproperty carried atfairvalue (i) Investment properties (h) property portfolioannually. recent experience in the location and category of property being valued, values the Group’s investment and qualifications professionalrecognisedappropriate having firm, valuation independent external, An
SINDORA BERHAD 2010 - 207 SINDORA BERHAD 2010 - 208 ÃÕÀ>ViÊÀiëÃLÌiÃÊLiÌÜiiÊÌ iÊÀÕ«Ê>`ÊÌ iÊiÃÃiiÆÊ>`ÊÌ iÊÀi>}ÊiVVÊviÊvÊÌ iÊ Ê Ê t s sue ta al oie ad hr aporae one-oie hv be sre vldy and validly served been have counter-notices withintheappropriate time. appropriate where and notices all that assumed increases, is reversionary anticipated it with pending are renewals lease or reviews rent When property. oss n eesrmn ae eonsd n rfi o ls. an ae o rcgie i ecs o any of excess in recognised not are Gains loss. or cumulativeimpairmentloss. profit in or recognised gains are subsequent Group’s remeasurement and the sale on deferred for with losses held accordance assets, as classification in financial initial measured on inventories, losses be to Impairment to policies. allocated accounting continue is which property, loss investment no and that assets except tax assets basis, rata the pro and on sell. assets generally remaining to to liabilities cost then and less goodwill, Thereafter to value allocated fair is first and group policies. disposal amount a on carrying loss their impairment accounting Any of lower Group’s the at measured the are group) are disposal sale. group) with (or disposal be a accordance for of to components held (or in as expected assets classified the remeasured are sale, are for that use held as continuing liabilities) classification through before and than Immediately rather assets sale comprising through primarily groups recovered disposal (or assets Non-current Non-current assetsheldforsale (k) loans as andreceivables inaccordance withNote2(c). measured and categorised are receivables other and trade 139, FRS of adoption the Following at stated subsequently and costs their costless allowancefordoubtfuldebts. at recognised initially were receivables 2010, January 1 to Prior of Receivables course ordinary work-in- the of in price on (j) case selling based estimated the overheads business, lesstheestimatedcostsofcompletionandnecessarytomakesale. the production In is of value condition. realisable share Net and appropriate capacity. operating an location is normal includes existing inventories cost their goods, of finished to cost and them The progress bringing value. acquiring and realisable in incurred expenditure inventories net includes and and the formula cost cost average weighted of the lower on based measured the at measured are Inventories Inventories (i) accommodation, >`Ê vacant >Ìi>ViÊ vÊ letting >V>ÌÊ after Ì iÊ VÀi`ÌÜÀÌ iÃÃÆÊ occupation Ì iÀÊ in vÊ «iÀVi«ÌÊ be }iiÀ>Ê >Ài̽ÃÊ to Ì iÊ likely >`Ê or for responsible commitments or occupation lease in actually meeting tenants of type Ê the appropriate: where reflect, Valuations Ê cash annual net the to applied is then flows flowstoarriveattheproperty valuation. cash net the in inherent risks specific the reflects that property.yield the A out renting from received be to expected flows cash the estimated the considering of aggregateby prepared are valuations the market, active an in prices knowledgeably,current of absence the acted In each had parties the wherein marketing arm’s prudentlyandwithoutcompulsion. proper an in seller after willing a and transaction buyer willing a length between valuation the of date the on could exchanged property be a which for amount estimated the being values, market on based are values fair The 2. SignificantAccountingPolicies
impairmentisreversed. Theamountofthereversal isrecognised intheprofit orloss. the date the can at recognised been not impairment increase the or had been have the profitwould amount carrying the in what and recognised increases was loss instrument exceed not does asset’s impairment amount the carrying that debt extent the the to reversed, is loss after impairment a the loss, occurring of event an value to fair related objectively the be period, subsequent a not in is If, instrument equity an in investment an for loss or reversed through theprofit orloss. profit in recognised losses Impairment the a and for return amount of carrying rate asset’s market current the the at between similarfinancialasset. discounted difference flows cash the future estimated as of measured value present is and loss in recognised or is cost at profit carried is that instrument equity unquoted of respect in loss impairment An been has asset financial available-for-sale an of isreclassified from equityandrecognised toprofit orloss. income principal comprehensive value other in any loss fair cumulative the income, of comprehensive the other the in (net in recognised decline cost a acquisition previously loss asset’s Where impairment any recognised. the less value, between fair current asset’s the difference and amortisation) the and repayment as measured is loss or profit and the in recognised is assets financial available-for-sale of respect in loss impairment An carrying asset’s original asset’s the the between at is allowance an discounted difference of account. use flows the investments through the reduced is cash asset the held-to-maturity future as of amount carrying estimated The and measuredrate. interest of effective is value receivables present and and the and loss loans amount or of profit respect in in recognised loss impairment An and loans as measured and categorised Impairment (m) are overdrafts) bank receivables inaccordance withpolicyNote2(c). than (other equivalents cash and Cash the of statement of purpose the For value. in cashlows,andequivalentsare changes presented netofbankoverdrafts andpledgeddeposits. of risk insignificant an liquid have highly and which banks investments with deposits and balances hand, in cash of consist equivalents cash and Cash Cashandcashequivalents (l) 2. SignificantAccountingPolicies i Financial assets (i) an objectiveevidenceofimpairment. recognised. For an equity instrument, a significant or prolonged decline in the fair value below its cost is future cash flows of the asset. Losses expected as a result of future events, no matter how likely, are not estimated the on impact an having moreevents or one resultof a as impairment of evidence objective any thereis whether reportingdate each at areassessed associates) in investment and subsidiaries in All financial assets (except for financial assets categorised as fair value through profit or loss, investment
SINDORA BERHAD 2010 - 209 SINDORA BERHAD 2010 - 210 2. SignificantAccountingPolicies from equity.deduction a as recognised are equity as classified instruments of issue to attributable directly Costs (i) remeasured not are and recognition initial on cost at measured subsequently. are equity as classified Instruments impairment of Reversals recognised. of been net had lossesare credited toprofit orlossintheyearwhichreversals are determined, recognised. loss been impairment have no would if EquityInstruments that amortisation, amount or (n) depreciation carrying the exceed if not asset’s reversed does the that is amount extent any the carrying to loss only for reversed impairment is loss period impairment An An recognised.last reporting the was exists. since loss amount impairment each recoverable longer the determine to of no used estimates the or end in change a decreased the been has there has at loss assessed the are that impairment assets, periods indications other prior of respect in In reversed. recognised not is losses goodwill of respect in loss impairment An pro ratabasis. a on units) of (groups unit the to in assets other the allocated of amount carrying the goodwill reduce to then and any units the of amount carrying of the respectreduce to in first recognised allocated losses are units Impairment cash-generating loss. or profit the in recognised are unit losses Impairment cashgenerating its or asset an of amount carrying the if exceedsitsrecoverable amount. recognised is loss impairment An the of assessments market timevalueofmoneyandtherisksspecifictoasset. current reflects that rate discount pre-tax a using value present their to discounted are flows cash future estimated the use, in value assessing In sell. to its costs less and value use fair in value its of greater the is unit cash-generating or asset an of amount recoverable The from thesynergiesofcombination. benefit to expected are that units cash-generating to allocated is testing, for impairment combination, of purpose business the a in acquired goodwill The unit”). “cash-generating (the assets or of assets groupsother generates of inflows that cash the assets of independent of largely are groupthat use continuing smallest from inflows the cash into together grouped of are purpose assets the For testing, estimated. impairment is amount recoverableasset’s the then exists, indication such any If any from is there whether arising determine investment to as period classified reporting benefits, assets each groups) of indicationofimpairment. disposal end employee (or the inventories, at assets from reviewed non-current are for sale) and arising for value held fair (except assets at measured asset, is assets that tax property non-financial deferred of contract, construction amounts carrying The Non-financialassets (ii) Issue expenses 2. SignificantAccountingPolicies basis over the term of the lease. Lease incentives granted are recognised as an integral part of the of part integral an as totalrental income, overthetermof lease. recognised are granted straight-line incentives Lease a lease. on the of statements term income the over the basis in recognised is property investment from income Rental time income, freight theservicesare performed. include when and services as recognised are revenues These forwarding income. related shipping other and and income hire charter shipping transportation, sea from Revenue Revenuefrom mailingandprintingservicesare recognised asandwhentheservicesare rendered. estimated be can goods of return possible and costs reliably, and there isnocontinuingmanagement involvementwiththegoods. the associated of the recovery buyer, probable, the to is transferred been consideration have when ownership recognised of is rewards and Revenue risks rebates. significant volume the and discount traded allowances, and returns of net receivable, or received consideration the of value fair at measured is goods of sale the from Revenue is shares treasury the of amount carrying the and recognised inequity. costs attributable directly of net Revenue andotherincome sales (o) the consideration between difference the market, open the in re-sale by reissued are shares treasury Where applied is shares inthereduction ofthesharetreasury premium accountordistributablereserves, orboth. the of cost the dividends, share as distributed are shares treasury Where a as presented are and shares treasury as classified are cancelled deductionfrom totalequity. subsequently paid, not consideration shares are the Repurchased equity. from of that deduction amount a as the recognised is repurchased, costs, attributable is directly equity including as recognised capital share When (iii) asinterest expenseinprofit orloss. recognised are discretionary.thereon not Dividends are payments dividend option if or the holders, at equity the or of date specific a on redeemable is it if liability as classified is capital share Preference as recognised are thereon Dividends discretionary. distributions within equity. are dividends any at only and but redeemable option, is Company’s or the non-redeemable, is it if equity as classified is capital share Preference (ii) (iii) Rental income (ii) (i) Services rendered Services Goods sold Repurchase ofsharecapital Preference sharecapital
SINDORA BERHAD 2010 - 211 SINDORA BERHAD 2010 - 212 onqualifyingassetsisdeductedfrom theborrowing costseligibleforcapitalisation. expenditure their pending borrowings specific of investment temporary the on earned income Investment qualifying the prepare to necessary activities the all when assetforitsintendeduseorsaleare substantially interruptedorcompleted. when commences borrowing ceases of asset Capitalisation or progress. suspended in are qualifying are is that sale costs or a activities use and intended of incurred its for being cost asset are the prepare costs the to borrowing necessary incurred, of being part is asset as the for costs expenditure borrowing of capitalisation The a take necessarily that thoseassets. of assets cost the of part areas capitalised are sale, or use which intended their for ready get assets, to time of period qualifying substantial of production or 123, construction FRS acquisition, of adoption the Following interest effective the using loss methodintheperiodwhichtheyareor incurred. profit in recognised were costs borrowing all 2010, January 1 Before a of production or construction acquisition, the to attributable directly the qualifyingassetare recognised inprofit orlossusingtheeffective interest method. not with are that accordance costs in Borrowing for accounted is which asset qualifying a loss for obtaining accountingpolicyonborrowing or specifically costs. taken profit of borrowings in of method purpose investment interest Borrowing costs temporary (p) the effective from arising the income using interest accrues for it except as recognised is income Interest (v) Dividendincome isrecognised whentherighttoreceive paymentisestablished. (iv) othercomprehensive income. or equity or in directly recognised profititems or combination business in a to relatesrecognised it that extent is the to except expense loss tax Income tax. deferred and current comprises expense tax Income basis systematic a on Incometax statements income the (r) in recognised overtheusefullifeofasset. compensate are asset that an Grants of recognised. cost are the a expenses for on the Company the which statements in income periods the same in the recognised in are basis incurred systematic expenses for Company the compensate Grants grant. that the with associated conditions the with it comply will that Company assurance the that reasonable and received is be there will when income deferred as initially recognised is grant Government Deferred income (q) 2. SignificantAccountingPolicies Interest income Dividend income broig ot drcl atiual t the to attributable directly costs borrowing Costs, Borrowing eeus n epne ta rlt t tascin wt ay f h Gops te cmoet. An performance, its components. assess andforwhichdiscrete financialinformationisavailable. and other segment the Group’sto allocated be the to resources about of decisions make to Group, any with the of maker transactions decision operating chief the to by regularly reviewed are results segment’soperating operating relate that expenses the and of component revenues a is including expenses, incur segment and revenues earn operating may it which from an activities business in Segments, engages that Group Operating 8, economic FRS of particular adoption the Following a within services or products those from different ofothersegments. are providing that rewards and risks in to subject is which or segment), (geographical environment segment), (business or products providing in either services engaged is that Group the of component distinguishable a is segment A of number average weighted the Operating segments and (u) shareholders ordinary ordinary shares to outstandingfortheeffects ofalldilutivepotentialordinary shares. attributable the loss by or Company profit the the of adjusting shareholders ordinary to by determined is EPS attributable Diluted period. the during outstanding shares ordinary loss of number average weighted or profit the dividing by calculated is EPS Basic shares. ordinary its for data (EPS) share per earnings diluted and basic presents Group The theyrelate. Oncethecontributionshavebeenpaid,Group hasnofurtherpaymentobligations. which to year the in perordinaryloss Earnings share or profit to charged are funds pension statutory (t) Group’sto The contribution a as amount this pay Stateplans to (ii) obligation constructive or legal result present ofpastserviceprovided bytheemployeeandobligationcanbeestimatedreliably. a has Group profit- the or bonus if cash plans short-term under sharing paid be to expected amount the for recognized is liability A is service related the as expensed provided. are and leave basis annual undiscounted an paid on measured bonuses, are annual leave sick salaries, and of respect in obligations benefit employee Short-term Short-termemployeebenefits (i) Employeebenefits (s) 2. SignificantAccountingPolicies
SINDORA BERHAD 2010 - 213 SINDORA BERHAD 2010 - 214 3. Property, PlantandEquipment mnmn oFS17 - 0,5 - - -- 355,530 -- 6,229 21,689 -- 296,885 27,898 100,054 -- -- Exchange -In Additions 2,829 amendmenttoFRS117 Effect ofadopting - As previously stated - At 1January2009 At cost/valuation Group lsie shl o ae - - - 2 169 650,607 75,199 220 25,081 -- 414,954 217 27,131 105,413 -- Directors’ valuation 2,829 -- Cost Representing itemsat: -- At 31December2010 -- 556,306 Exchange difference classifiedasheldforsale 127,703 Transfer -- from asset 22,091 Disposals/Written off Transfer 272,429 expenditure -- plantationdevelopment 26,112 Transfer from 105,142 Acquisition ofasubsidiary 2,829 Additions 1January2010,restated At 31December2009/ Exchange difference Reclassification asheldforsale Transfer toasset classified Disposals/Written off Exchange -Out reod eshl patad untr -in furniture plantand Leasehold Freehold M00 M00 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 ,2 1004 788 9,8 2,8 629 455,584 6,229 21,689 296,885 27,898 100,054 2,829 ,2 0,1 711 4494 2,8 519 650,607 75,199 579,120 25,081 75,199 414,954 25,081 27,131 414,954 105,413 24,234 2,829 36,823 2,829 ad ad ulig mciey andfittings machinery Buildings land land
- - 4 516 ,3 1341 130,669 123,401 378 1,939 353 5,186 143 369 -- 34,578 ------45 (1 - (496) -- -- (3,310) -- (91) -- -- (405) 2,897 (139,665) (1,294) -- 68,590 -- -- (2,016) -- 97,230 ------139,259 87,161 -- 406 (389) 3,989 ------(1,925) 5,467 -- 95 271 -- -- 613 -- (32,819) 421 -- (169) -- (3) 1,925 (32,934) (220) ------(1,165) -- -- (31,607) (676) -- (44) -- -- (514) ------(2,254) (29,490) -- --
esl, qimn, Capital equipment, Vessels, eils office vehicles, Motor pors Total -progress - 100,054 -- - 35,678 -- - 389 -- 217 -- - 71,487 -- 271 -- 517 1
t3 eebr21 ,2 216 1,2 8,0 ,5 519 472,298 75,199 404,733 5,957 312,318 127,703 6,229 285,603 4,121 10,524 4,435 166,104 92,186 10,723 2,829 202,996 93,253 11,832 2,829 At 31December 2010 83,997 1January2010,restated 2,829 At 31December2009/ At 1January2009,restated Carrying amounts December 2010 At 1January2010/31 December2009 At 1January2009/31 impairment losses Accumulated At 31December2010 Exchange difference lsie shl o ae - - - 12 (98) 17,960 (192) 106,262 15,389 -- Reclassification asheldforsale 11,889 Transfer toassets classified -- -- Disposals/Written off -- Depreciation charge 1January2010,restated -- At 31December2009/ -- Exchange difference classifiesasheldforsale Transfer toassets 16,057 Disposals/Written off -- Exchange out Depreciation charge amendmenttoFRS117 - Effect ofadopting - Aspreviously stated At 1January2009 Accumulated depreciation Group 3. Property, PlantandEquipment reod eshl patad untr -in furniture plantand Leasehold Freehold M00 M00 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 ad ad ulig mciey andfittings machinery Buildings land land
- - - 6 10 10 63 63 -- -- (69) -- -- (279) -- 19,114 -- -- 129,288 16,607 -- 13,227 ------4 - (54) 98 -- 192 (1,190) 54 -- (1,663) 67 -- 2,369 -- -- 24,776 267 -- -- 1,164 -- -- (1,078) 1,338 -- (11,239) (619) -- -- (43) 2,434 (477) -- 24,014 17,254 -- (1,820) 1,186 17,254 93,889 (5,372) -- 1,204 16,066 93,889 -- 16,057 16,066 ------
esl, qimn, Capital equipment, Vessels, oo Motor eils office vehicles, -- pors Total -progress - 73 73 -- -- (348) 178,236 -- -- - 16,057 -- - 290 -- -- 29,647 151,500 -- 334 -- (290) -- -- (12,360) (8,288) -- 28,838 -- 143,266 -- -- 127,209 -- - (2,853) -- --
SINDORA BERHAD 2010 - 215 SINDORA BERHAD 2010 - 216
Directors’ valuation Cost Representing itemsat: eeomn xedtr 7 - -- -- 271 At 31December2010 developmentexpenditure Transfer from plantation Transfer Disposals/Written off aur 00 ettd 0,6 1,9 2,2 757 0 148,233 308 7,537 22,629 16,498 101,261 Additions 1January2010,restated At 31December2009/ Written off Additions Exchange -Out Exchange -In 3. Property, PlantandEquipment toFRS117 - Effect ofadoptingamendment Company - Aspreviously stated At 1January2009 At cost/valuation 0,3 757 2,4 ,3 8 149,302 68 7,238 22,947 17,517 101,532 850 ,9 -- 2,897 68,590 292 460 297 ,3 6 77,815 68 7,238 22,947 14,620 32,942 0,3 757 2,4 ,3 8 149,302 68 7,238 22,947 17,517 101,532
2,9) 224 (1) (7) - (32,934) -- (676) (514) (2,254) (29,490) 458 39 33 38 - 35,678 -- 378 353 369 34,578 613 824 256 ,0 - 145,223 -- 8,200 22,566 18,284 96,173 613 - -- -- 96,173
M00 M00 M00 M00 M00 RM‘000 RM‘000 -in RM‘000 furniture RM‘000 andfittings plantand machinery RM‘000 Buildings RM‘000 land Leasehold
- 46 -- 406 -- - - () 111 - (1,183) -- (1,181) (2) -- -- - 63 30 82 6 1,981 166 882 320 613 -- - (4 (3) (1) - (987) -- (712) (231) (44) -- - 13 5 4 38 1,253 308 347 455 143 -- - 824 256 ,0 - 49,050 -- 8,200 22,566 18,284 --
esl, qimn, Capital equipment, Vessels, eils office vehicles, Motor - - 71,487 ------271 -- (406) ------96,173 -- -- pors Total -progress -- 3. Property, PlantandEquipment
Company t1Jnay20,rsae 8,7 830 ,1 1,344 6,214 8,340 81,275 At 1January2009,restated Carrying amounts At 31December2010 Disposal/Written off Depreciation charge 1January2010,restated At 31December2009/ Written off Exchange out Depreciation charge toFRS117 - Effect ofadoptingamendment - Aspreviously stated At 1January2009 Accumulated depreciation aur 00 ettd 9,2 ,7 ,6 ,0 0 105,680 308 1,302 5,667 7,775 90,628 1January2010,restated At 31December2009/ valuers usinganopenmarket value method. The Group’s and the Company’s leasehold lands and buildings were revalued in 1995 by independent professionally qualified Revaluation lease paymenttoproperty, plantandequipment. reclassifiedfrombeen prepaid has lease, finance a is substance in land, whereleasehold Leases, 117, FRS to amendments the of adoption the following adjusted been have 2009 December 31 and 2009 January 1 at land of amounts carrying The At 31December2010
M00 M00 M00 M00 M00 RM‘000 RM‘000 -in RM‘000 furniture RM‘000 andfittings plantand machinery RM‘000 Buildings RM‘000 land Leasehold - - 2 (1,156) (2) 5,704 625 18,301 -- 9,344 1,341 6,235 (669) 11,874 621 -- 16,962 (209) 8,723 (619) 667 1,241 -- (43) 10,633 (477) 1,296 6,856 -- -- (1,820) 642 6,856 16,352 (5,372) 9,944 -- 16,352 1,107 9,944 14,898 14,898 -- 968 813 466 154 6 104,079 68 1,534 4,646 8,173 89,658 11, 1 14, 14, 8 89 90 ( 1, 0 5,372 1,1 1, , , , 8 2 633 898 898 2 6 628
74 4 07 7 5 ------1 5 8 )
esl, qimn, Capital equipment, Vessels, 1 1 1 1 6 8 1, 6 1, 6 6 4, 5, , , , , , ( ( 3 30 3 962 209 477 296 3 2 6 66 oo Motor eils office vehicles, 5 4 5 1 4 ( -- 2 1 2 1 2 4 6 7 ) ) ) pors Total -progress 308 68 ------45,223 -- (1,158) 3,828 -- 42,553 -- -- (921) (8,288) -- 3,712 -- 48,050 -- 14,898 -- -- 33,152 -- -- - 97,173 --
SINDORA BERHAD 2010 - 217 SINDORA BERHAD 2010 - 218 4.10%) perannumofRM6,627,187(2009:RM1,764,232)untiltheassetisready foritsintendeduse. capital-in-progressin Included Groupthe of (2009: 6.75% - interest4.75% is of rate a at year the for capitalised Borrowing costs (see Note17). Company.the and Group the to granted facilities loan term for banks to charged are RM267,446,000) (2009: RM338,119,000 of amount carrying a with Group the of property,equipment 2010, and December plant 31 At Security Note 17). (see obligations. lease secure RM147,945) which vehicles motor (2009: and equipments of RM528,101 consist assets respectively.leased and The RM4,321,000) lease (2009: under RM5,643,000 acquired of assets amount are carrying Company at the agreements and Group the of equipment and plant property, in Included andmotorvehicles Leased plantandmachinery Buildings Leaseholdland follows: Had theleaseholdlandandbuildingsbeencarriedatcostmodel,theircarryingamountswouldhaveas 3. Property, PlantandEquipment M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 00 09 00 2009 2010 2009 2010 79 87 81 822 9,542 8,720 9,443 811 8,632 9,557 837 8,720 9,371 739 8,632 Group Company At 31December2009 At 31December2010 amounts Carrying 31December2010 At 1January2010/ At 31December2009 Impairment loss At 1January2009 Accumulated impairmentlosses At 31December2010 Amortisation charge 1January2010 At 31December2009/ Amortisation charge At 1January2009 Accumulated amortisation custo fsbiire 4,229 At 31December2010 Acquisition ofsubsidiaries Additions At 1January2010 31December2009 At 1January2009/ At cost Group 4. IntangibleAssets 165 12,198 11,605 584 11,198 15,834 2,780 2,780 2,704 76 - 4,167 -- - 1,000 -- - 3,167 -- - 1,000 -- - 2,167 -- 864 15,365 18,614 -- 435 15,365 14,385 odil ih lcne tes Total RM‘000 15,365 RM‘000 Others 14,385 RM‘000 license Technology RM‘000 Concession right RM‘000 Goodwill ------525 455 245 70 175 70 105 700 700 700 ------6 28,048 561 6 35,240 561 1 4,439 210 5 351 351 - 24,328 -- - 2,780 -- - 2,780 -- - 2,704 -- - 76 -- - 4,412 -- - 1,070 -- - 3,342 -- - 1,070 -- - 2,272 -- - 30,450 -- - 30,450 --
SINDORA BERHAD 2010 - 219 SINDORA BERHAD 2010 - 220 The amortisationandimpairment lossare recognised inotherexpensestheincome statements. Amortisation andimpairment charge period atyearendis6.5years(2009:7.5years). amortisation remaining The production. commercial future through recovered be will cost the that anticipated directly.grant government fromthe paid be to reasonablyremainingbalance is the It with Company the by paid Technology license was acquired from SIRIM Berhad for a consideration of RM700,000 of which RM350,000 was Technology license Agreement. Theremaining amortisationperiodatyearendis10.8years(2009:11.8years). derived from the car park operation or guaranteed income by the holding corporation pursuant to the Concession International Convention Centre. It is reasonably anticipated that the cost will be recovered through future income Johor Persada at facilities parking other with together park car multi-storey a maintain and operate manage, to The concession right arose from a 15-year Concession Agreement with the holding corporation and a subsidiary Concession right At 31December2009 At 31December2010 amounts Carrying At 31December2010 Amortisation charge At 31December2009/1January2010 Amortisation charge At 1January2009 Accumulated amortisation At 1January2010/31December2010 At 1January2009/31December2009 At cost Company 4. IntangibleAssets Concession right RM‘000 12,198 11,198 4,167 1,000 3,167 1,000 2,167 15,365 15,365 Ê À>Ê`ÃÊÀÌÊÊ£¯ >Ê>«` iiÊÌi ii>Ê>ÊÊÌi ÌÊ/ iÊ ÕÌ°Ê Ì iÊ vÊ >ÕÌÊ ÀiVÛiÀ>LiÊ Ì iÊ `iÌiÀ}Ê Ê >««i`Ê Ü>ÃÊ £ä¯Ê vÊ À>ÌiÊ `ÃVÕÌÊ «ÀiÌ>ÝÊ Ê UÊ Ê Õ`}iÌÊ}ÀÃÃÊ«ÀwÌÊ>À}ÃÊÜiÀiÊ«ÀiVÌi`Ê>ÌÊ>Õ>ÊÀ>ÌiÊvÊ{¯ÊÊ{{¯Ê«iÀÊ>Õ° UÊ Ê ,iÛiÕiÊÜ>ÃÊ«ÀiVÌi`Ê>ÌÊ>ÌV«>Ìi`Ê>Õ>ÊÀiÛiÕiÊ}ÀÜÌ ÊvÊ>««ÀÝ>ÌiÞÊx¯ÊÊÓx¯Ê«iÀÊ>Õ° UÊ Ê >à ÊyÜÃÊÜiÀiÊ«ÀiVÌi`ÊL>Ãi`ÊÊ>VÌÕ>Ê«iÀ>Ì}ÊÀiÃÕÌÃÊ>`Ê>ÊxÞi>ÀÊvÀiV>ÃÌÊ>`Ê«ÀiVÌ UÊÊ Ê cash flowsgeneratedfrom thecontinuinguseofthoseunitsandwasbasedonfollowingkeyassumptions: The recoverable amount for the above was based on its value in use and was determined by discounting the future Others and development Agricultural fertilizertradingandbiotechnologyresearch Insurance broker Provision ofseatransportationandrelated services Shipping andforwarding agent Parking operator Bulk mailingandprintingservices are asfollows: The aggregate carrying amounts of goodwill allocated to respective subsidiaries represent individual business unit lowest levelwithintheGroup atwhichthegoodwillismonitoredmanagementpurposes. forinternal For the purpose of impairment testing, goodwill is allocated to the Group’s operating divisions which represent the Impairment testingforcash-generatingunitscontaininggoodwill 4. IntangibleAssets h vle asge t te e asmtos ersn mngmn’ assmn o ftr ted i the in trends future of assessment management’s represent assumptions industry. key the to assigned values The discountratewasestimatedbasedontheGroup’s existingrateofborrowing. 1, 1 584 11,605 15,834 334 2,587 1,642 5,660 1,333 2,347 1,931 15, M00 RM‘000 RM‘000 1,642 5,66 2,3 2, 2010 , 93 33 83 33 5 4 87 7 1 3 4 4 0 334 5,660 1,333 2,347 1,931 2009 -- --
SINDORA BERHAD 2010 - 221 SINDORA BERHAD 2010 - 222 5. PlantationDevelopmentExpenditure At 31December2009 Impairment losses At 1January2009 Accumulated impairment At 31December2010 Amortisation charge 1January2010 At 31December2009/ Exchange out Amortisation charge At 1January2009 Accumulated amortisation At 31December2010 andequipment Transfer toproperty, plant Addition 1 January2010 At 31December2009/ Addition - Out - In Exchange At 1January2009 At cost Group/Company losses (5,132 (19,341 (5,132) (271) (19,341) i am ubr ibr Total Timber Rubber Oil palm M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 1 1,72 1 6 6 36,021 39,9 1 2,891 17,583 2,891 14,692 1,723 18,101 64,040 3,886 60,425 36,021 39,954 7 4,69 8 4,040 3 0,425 3, 3,791 , , , ( 7 5 101 271 886 54 83 9 ------3 1 2 - - ) ) ) 1,600 147 1,453 147 1,306 4,145 4,145 4,145 ------51 5 34 166 5 5 513 513 513 1 513 513 347 166 1 1 1 ------(271) ------3 3 7 3 3 - - - 347 (5,132) (19,341) 68,698 65,083 44,612 166 19,183 3,038 16,145 1,870 19,407 3,886 3,791 36,021 5. PlantationDevelopmentExpenditure - Wages, salariesandothers - ContributiontoEmployee’s Provident Fund Personnel expenses Included inplantationdevelopmentexpenditure oftheGroup/Company isthefollowingexpensescapitalised: during thefinancialyearamountingtoRM92,000(2009:RM96,000). capitalised depreciation are Company the of and Group the of expenditure development plantation in Included At 31December2009 At 31December2010 amounts Carrying 31 December2010 At 1January2010/ 573 2,692 45,733 46,457
-- 2,545
-- M00 RM‘000 RM‘000 2010 513 205 36 - 48,425 -- -- 49,002 513 2009 202 36
SINDORA BERHAD 2010 - 223 SINDORA BERHAD 2010 - 224 6. InvestmentProperties Change infairvalue At 1January (see Note17) (2009: RM3,360,000)are chargedtoabankforterm loan facilitygrantedtotheGroup andtheCompany. RM3,360,000 of amount carrying a with Group/Company the of properties investment 2010, December 31 At Security Talharin CHWilliams &Wong. charteredsurveyors/registeredby valuation professionalmade independent valuationvaluers on based method cost and comparison the using determined is 2010 December 31 propertiesat investment the of value fair The and third parties.Subsequentrenewals are negotiatedwiththelesseeandnocontingentrents are charged. Investment properties comprise freehold land, leasehold land and factory building that are leased to a subsidiary Buildings leaseperiodoflessthan50years Leasehold landwithunexpired Freehold land Included intheaboveare: At 31December Change infairvalue At 1January RM‘000 2010 Company Buildings Freehold land Included intheaboveare: At 31December RM‘000 1 1 1 010 10,160 10,100 10,160 10,100 10,160 M00 RM‘000 RM‘000 3,360 3 2 3,360 3 0,100 3, 4, 2,6 0,100 0 3,360 3,424 4,064 2,612 3,360 2,582 2009 2010 ,360 ,5 ,360 , 778 42 064 160 778 ( (60) 60) 82 1 -- -- 4 2 Group 10,020 3,570 3,360 3,454 4,124 2,582 3,360 2,582 2009 (210) 778 140 rnLb()Sn h. rdn fGaua,agaua Malaysia Trading ofGranuMaS, a granular GranuLab (M)Sdn.Bhd. Sdn.Bhd. Sindora Timber Dormant Sdn.Bhd. Sindora Development Dormant Sindora Trading Sdn.Bhd. Sdn.Bhd. Dormant Products Sindora Timber Sdn.Bhd. Property letting Sindora Wood Products Principalactivities Direct subsidiaries Name ofCompany The subsidiariesare asfollows: Less: Accumulatedimpairment - atcost Unquoted investment 7. InvestmentsinSubsidiaries Bulkmailingandprinting Sdn.Bhd. Pro OfficeSolutions synthetic bonegraft fertilisers trading ofwoodproducts and Malaysia doors, laminatedtimberscantling, Trading ofsawntimber, timber services
aasa 10 100 100 100 100 100 Malaysia Malaysia 100 100 Malaysia 100 Malaysia Malaysia 446 77,482 86,052 84,426 92,996 lc f 00 2009 2010 % incorporation Place of M00 RM‘000 RM‘000 850 (8,570) (8,570) 00 2009 2010 Company 0 90 90 90 90 5 75 75 ownership Effective interest
%
SINDORA BERHAD 2010 - 225 SINDORA BERHAD 2010 - 226 aeo opn Principalactivities Name ofCompany 7. InvestmentsinSubsidiaries er akn B Prigoeao n te Ngr rni 62 56.25 related equipments 56.25 Malaysia NegaraBrunei 52.50 (M)Sdn.Bhd. Trading 52.50 orparkingandother Parkingoperatorandother Metro EquipmentSystems Sdn.Bhd.* Republicof Metro Parkingoperatorandconsultancy Parking(B) Pte.Ltd.* Metro Parking(S) Subsidiaries ofMetro Parking (M)Sdn.Bhd. Sdn.Bhd.* Insurancebroking and MIT InsuranceBrokers Malaysia Trading ofagriculturalfertilizers, Malaysia Microwell Sdn.Bhd.* Parkingoperationsandthe Sdn. Bhd.@ Malaysia Metro Parking(M) Provision ofseatransportation Sdn.Bhd. E.A. Technique (M) Malaysia Sdn.Bhd. Transportation, storageand Epasa ShippingAgency transport related services services consultancy research anddevelopment water treatment, biotechnology services provision ofrelated consultancy and related services related services and forwarding andotherlogistic repairs ofcontainers,shipping
Darussalam Singapore Malaysia lc f 00 2009 2010 % incorporation Place of 85 68.50 68.50 90 60 75 51 75 51 75 75 ownership Effective interest
% -- -- ea ur d.Bd* auatrsaddaesi Mlyi 1 -- 81^ Malaysia 81 Manufactures anddealersin Jejak JuaraSdn.Bhd.* 81 Cultivationandtradingof Fresh Sdn.Bhd. Tiram Malaysia 75 Fieldclearing,earthwork,road General AccessSdn.Bhd. 41.25 Subsidiary ofSindoraTimberSdn.Bhd. consultancyservices HongKong 52.5 (India)PrivateLimited* Parkingoperatorand Metro ParkingServices Parkingoperatorandother 52.5 Limited* 75 related equipments Metro Parking(HK) Malaysia SystemsSdn. Bhd. 75 75 56.25 Trading ofparkingandother Smart ParkingManagement Indonesia 56.25 75 transportrelated Parkingoperator, services consultancy Philippines PT Metro PenataSarana* (Philippines) Inc.# Malaysia Parkingoperatorandother Metro ParkingManagement Sdn.Bhd. Parkingoperatorandother Metro Parking(Sabah) Principalactivities Name ofCompany 7. InvestmentsinSubsidiaries rubber andproducts mushroom andrelated products construction andresurfacing transport related services services services andtransportrelated transport related services
aasa 8^ -- 81^ Malaysia India % incorporation lc f 00 2009 2010 Place of 5 75 75 ownership Effective interest
%
SINDORA BERHAD 2010 - 227 SINDORA BERHAD 2010 - 228 created aftertheacquisitions. consolidated revenue its and on profit as effects if the the acquisitions disclose had occurredto on relevant of 1 January it profit2010 consider due contributed to not the significant subsidiaries does effects Group new of synergies The these RM970,000. acquisition, appropriately of dates during the (“MIT”) Since 31. Bhd. Note Sdn. in Brokersdisclosed as Insurance year MIT the and (“Microwell”) Bhd. Sdn. Microwell acquired Group The Acquisition ofsubsidiaries Theeffect ofacquisitionsthesesubsidiariesare notmaterialtothefinancialstatements. ^ statements,whichisdependentonthefinancialsupportfrom theholdingcompany. Theauditreport basisofpreparation includesanemphasisofmatteronthegoingconcern offinancial @ AuditedbyamemberfirmofKPMGInternational. # Auditedbyotherfirmsofaccountants. * Sdn.Bhd.* Julang Sempurna Subsidiary ofMicrowell Sdn.Bhd. structures, engineeringservices Engineering Sdn.Bhd. Johor Shipyard & Principalactivities Subsidiary ofE.A.Technique (M)Sdn.Bhd. Name ofCompany 7. InvestmentsinSubsidiaries rdn fbohmfriie Mlyi 60 Malaysia 51 Trading ofbiochemfertilizer 51 and consultancy Malaysia Shipbuilding, fabricationofsteel
lc f 00 2009 2010 % incorporation Place of ownership Effective interest
% -- Bhd.* 7. InvestmentsinSubsidiaries the Group. into subsidiaries new these integrating from achieved be to expected synergies the and force business’swork The goodwill recognised on the acquisitions are mainly attributable to the skills and technical talent of the acquired Net cashoutflow Cash andcashequivalentsacquired Consideration paid,satisfiedincash Goodwill onacquisition Net identifiableassetsandliabilities Payables andaccruals Cash andcashequivalents Receivables, depositandprepayments Inventories Intangible assets Property, plantandequipment irwl Isrne acquisition Insurance Microwell M00 M00 RM‘000 RM‘000 RM‘000 ,7 ,9 5,966 4,229 1,737 2,095 1,642 453 3,871 2,587 1,284 20 (,9) (3,863) (3,593) (270) 4 27 1,023 4,020 277 3,579 746 441 130 210
7 9 217 190 27
I valueson MIT Recognised - 130 210 -- -- 4,943 (1,023)
SINDORA BERHAD 2010 - 229 SINDORA BERHAD 2010 - 230 The associatesdonothaveanysignificantcontingent liabilities asat31December2010. Tepak MarketingSdn.Bhd. Orkim Sdn.Bhd. 2009 Tepak MarketingSdn.Bhd. Orkim Sdn.Bhd. 2010 Name ofcompany Summarised financialinformationoftheassociates,whichare incorporatedinMalaysia,are asfollows: Share ofpost-acquisitionreserves Unquoted shares atcost In Malaysia: 8. InvestmentsinAssociates wesi Rvne rfi ast liabilities assets Profit Revenue ownership fetv Effective neet 10) 10) 10) (100%) (100%) (100%) (100%) interest 0 2,6 ,6 135 (5,828) (74,139) 11,335 135,337 1,461 858 (3,400) 20,565 11,587 3,074 (136,985) 2,138 20 204,043 38 24,919 5,934 30,238 20 49.99 % R‘0 R‘0 R‘0 RM‘000 RM‘000 RM‘000 RM‘000 (%) M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 034 2,1 115 11,195 11,195 11,195 11,195 22,310 30,384 21,864 27,844 00 09 00 2009 2010 2009 2010 ,4 446 2,540 Group oa Total Total Company -- -- detailed inNote17. Investment inunquotedSubordinated Bondisinaccordance withtheconditionsetinFacilityAgreement as Quoted share inMalaysia Market value: Unquoted subordinated bond Less: Allowancefordiminutioninvalue Quoted share inMalaysia, at cost In Malaysia: 9. OtherInvestments M00 RM‘000 RM‘000 1,1) (12,956) (13,019) 16,105 2010 3,086 7,086 4,000 3,086 Group/Company 15,825 2009 3,047 6,869 4,000 2,869
SINDORA BERHAD 2010 - 231 SINDORA BERHAD 2010 - 232 Others Provision Plantation developmentexpenditure Unabsorbed capitalallowances Investment properties - revaluation - capitalallowances Property, plantandequipment Deferred taxliabilities Deferred taxassets Deferred taxassetsandliabilities are attributabletothefollowing: Recognised deferred tax assetsandliabilities 10. Deferred Tax AssetsandLiabilities M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 299 2,4 037 20,465 20,377 22,447 22,909 14,715 14,510 14,715 14,510 299 2,4 037 20,465 20,465 20,377 20,377 22,447 22,615 22,909 23,502 00 09 00 2009 2010 2009 2010 00 09 00 2009 2010 2009 2010 ,4 311 ,4 3,101 3,245 1,695 3,101 1,849 3,245 6,173 6,692 68 (,0) 9 328 (178) 192 (248) (159) (1,001) (312) (293) (698) (248) (528) (312) 53 (168) (593) -- Group Group - ,5 1,052 1,052 -- Company Company -- -- Others Provision expenditure Plantation development allowances 1,017 Unabsorbed capital 1,546 Investment properties - revaluation - capitalallowances equipment 3,101 Property, plantand Company 6,173 (3,072) Others Provision 6,173 1,701 expenditure Plantation development allowances 4,472 Unabsorbed capital - revaluation - capitalallowances equipment Property, plantand Group Movement intemporarydifferences duringtheyearare asfollows: 10. Deferred Tax AssetsandLiabilities aur i rfi Dcme i rfi December inprofit December inprofit 1 January M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 321 (,1) 20,465 (2,816) 23,281 14,922 22,447 (1,515) 23,962 14,922 09 rls 20 o os 2010 orloss 2009 orloss 2009 ,7 (,7) 3,101 (3,072) 6,173 t eonsd t3 Rcgie At31 Recognised At31 Recognised At (194) (183) (896) (526) (183) -- 15 (1,001) (105) 27 14,715 (207) 14,715 (207) 233 328 1,695 149 (65) (65) 16 1,052 35 (178) (248) (293) (248) 328 (235) 25 14,510 (205) 14,510 (205) (136) 303 4 3,245 144 6,692 519 4 3,245 144 22,909 462 5 1,849 154 (64) (64) 8) 20,377 (88) 19 - 1,052 -- (159) (312) (698) (528) (312) 192
SINDORA BERHAD 2010 - 233 SINDORA BERHAD 2010 - 234 there from. not probable that future taxable profit will be available against which the Group/Company can utilise the benefits expire not under current do tax legislation. Deferredlosses tax assets tax have not been unutilised recognised in and respect of allowances these items because capital it is unabsorbed differences, temporary deductible The Unutilised taxlosses Unabsorbed capitalallowances Deductible temporarydifferences Deferred taxassetshavenot beenrecognised inrespect ofthefollowingitems incertainsubsidiaries: Unrecognised deferred taxassets 10. Deferred Tax AssetsandLiabilities M00 RM‘000 RM‘000 3 2 941 38,073 27,154 39,421 28,469 2010 9,421 8 8, 2 8,420 2,532 , ,5 Group 469 4 20 32 2009 8,307 2,612 During the year, the Group made an assessment on the slow moving inventories and made a write down of down write a made and inventories RM212,000 tonetrealisable value(2009:RM3,259,000tonetrealisable value). moving slow the on assessment an made Group the year, the During Agriculture fertilizers Crude PalmOilandKernel Chemicals andfertilisers General spare partsandfuel Raw materials Work-in-progress Finished goods 11. Inventories 048 822 394 3,357 3,944 8,202 10,418 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 ,9 305 ,9 3,042 2,996 3,045 2,350 2,339 2,996 2,869 00 09 00 2009 2010 2009 2010 948 1,758 439 132 684 Group 315 553 192 -- 948 ------Company 315 ------
SINDORA BERHAD 2010 - 235 SINDORA BERHAD 2010 - 236 Deposits Less: Allowancefordoubtfuldebts Other receivables Less: Allowancefordoubtfuldebts Trade receivables Prepayments
12. Trade and OtherReceivables 336 1,2 9 376 299 299 18,527 20,146 23,326 24,317 630 3,9 3 1,735 832 35,291 36,300 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 310 (,4) 180 (2,700) (1,800) (4,840) (3,170) ,9 ,4 2 922 172 3,622 224 6,699 2,024 5,847 5,536 10,687 4,594 7,764 ,4 428 137 4,218 2,844 ,8 097 39 437 309 10,917 8,380 00 09 00 2009 2010 2009 2010 91 (1,619) (991) Group -- Company 376 141 296 -- fixed interest chargeof4.40%(2009:4.56%)perannumandnofixedtermsrepayment. a with RM10,000,000) (2009: RM10,000,000 of amount an is company holding to due amount the in Included free andhavenofixedtermsofrepayment. interest unsecured, are companies corporation/subsidiaries/related holding ultimate from/(to) due amounts The - non-trade - trade Related companies Subsidiaries -non-trade Holding company Ultimate holdingcorporation Due to: - non-trade - trade Related companies Subsidiaries -non-trade Ultimate holdingcorporation Due from: Holding Company/RelatedCompaniesSubsidiaries 13. Duefrom /(to)Ultimate HoldingCorporation/ 2,3) (704 2,7) (17,044) (21,275) (17,044) (24,438) 986 1,0 326 9,610 9,165 13,246 12,546 11,308 10,863 19,826 15,067 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 493 288 170 (2,181) (2,181) (1,750) (1,750) (2,868) (2,180) (4,983) (4,017) ,3 248 ,4 2,402 4,759 1,841 2,498 1,938 00 09 00 2009 2010 2009 2010 96 (688) (966) (727) (790) -- -- Group 445 - (,7) (2,201) (2,174) -- 3,521 6,315 -- 0 445 700 -- -- Company -- --
SINDORA BERHAD 2010 - 237 SINDORA BERHAD 2010 - 238 thebuyeroncompletionofsaleisstillin progress. buyer.the fromwith payment negotiation partial The as RM1,850,000 of amount an date to received has Thisrelates totheproposed Sdn.Bhd.,anassociateoftheGroup. disposalofMMVitaoils TheCompany Bhd.,which ispendingcompletionofcertainconditionspursuanttothesaleandpurchase agreement. (3) (Malaysia) Holdings KFC to building and lease prepaid a comprising property a of disposal to relates This assets arethe nolongerclassified asheldforsale. and (2) terminated been has arrangement to The government. the government to equipment state park car dispose the with agreement an into entered subsidiary a year, financial last the During (1) Total assetsheldforsale Investment inanassociate(3) Investment property (2) Prepaid leasepayment(2) Property, plantandequipment Building (2) Equipment (1) heldforsale: Other non-current assets The assetsclassifiedasheldforsaleconsistofthefollowing: 14. Assets/LiabilitiesClassifiedasHeldforSale 350 350 ,0 9,500 15,650 15,650 9,500 19,083 13,500 18,984 13,500 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 ,7 1,672 3,911 3,812 1,672 3,812 3,812 00 09 00 2009 2010 2009 2010 -- -- Group 99 - ,5 6,150 6,150 ------Company ------Unexpired periodlessthan50years Prepaid leaseheldforsalecomprisethefollowing: Prepaid leasepayments Accumulated depreciation Cost Property, plantandequipmentheldforsalecomprisethefollowing: Property, plantandequipment 14. Assets/LiabilitiesClassifiedasHeldforSale M00 RM‘000 RM‘000 RM‘000 RM‘000 ( 447 (4,757) (4,467) 3, 4,467 8,2 1,672 ,7 1,672 1,672 3,911 8,668 3,812 8,279 00 2009 2010 2009 2010 812 7 9 ) Group Group
SINDORA BERHAD 2010 - 239 SINDORA BERHAD 2010 - 240 M700 ae lde t lcne bns s euiy o tr la fclte gatd o h Gop n the and Group the to granted facilities loan term for Company. security (seeNote17) as banks licensed to pledged are RM47,000) The deposits of the Group and of the Company of RM12,425,000 (2009: RM12,929,000) and RM47,000 (2009: Deposits withlicensedbanks Cash andbankbalances 15. CashandEquivalents M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 45,019 17,703 2 509 4,1 565 16,991 10,258 6,733 15,695 5,294 10,401 49,211 23,148 26,063 45,019 17,703 27,316 7 00 09 00 2009 2010 2009 2010 , 316 Group 15,695 10 5 ,294 , 401 Company
Share capital 16. CapitalandReserves Reserves Issued andfullypaid Authorised Ordinary shares ofRM1.00each: The revaluation reserve relates totherevaluation ofproperty, plantandequipmentprepaid leasepayments. Revaluation reserve is earlier. whichever 2013, December 31 on period transitional year six the of expiry upon or utilised fully creditis the time such until Company the to available be will 2007 December 31 at as credit tax 108 Section the such, As 2008. introduced2007 Act, Finance The effectwith system tax income company tier single a from assessment of year exempt accounttofrankthepaymentofdividendsout ofitsentire retained at31December2010. earnings tax and credit tax 108 Section sufficient has Company the Board, Revenue Inland the by agreement to Subject Section 108taxcredit andtaxexemptaccount Retained earnings Distributable Exchange fluctuationreserve Revaluation reserves Share premium Non-distributable 0,0 0,0 2000 200,000 200,000 200,000 200,000 0,3 9,3 9,9 93,879 126,080 130,595 98,394 130,846 94,631 139,216 102,934 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 M00 M00 00 ‘000 ‘000 RM‘000 RM‘000 600 9,0 600 96,000 96,000 96,000 96,000 622 625 221 32,201 21,094 32,201 11,107 21,094 36,215 11,107 25,321 36,282 11,107 25,321 11,107 00 09 00 2009 2010 2009 2010 00 09 00 2009 2010 2009 2010 Group/Company 16 (213) (146) Group
Group/Company ordinary shares Number of -- Company --
SINDORA BERHAD 2010 - 241 SINDORA BERHAD 2010 - 242 Bank overdraft Bankers’ acceptance Term loans Revolving credits Unsecured Finance leaseliabilities Term loans Secured Current Term loans Unsecured Finance leaseliabilities Term loans Secured Non-current 17. LoansandBorrowings 219 2 3 1,5 5,7 790 47,638 47,900 258,078 312,657 40,042 281 224,277 219,462 181,477 215,489 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 15 1 93, 40 3 315 3,0 769 7,596 47,619 33,801 93,195 40,000 17,917 35,422 00 09 00 2009 2010 2009 2010 3, 2,6 7, 7 2 5 ,0 750 ,0 7,500 6,018 7,500 7,295 7,500 7,500 1,726 2,448 2,800 3,973 , , , , ,448 , 462 973 4 1 29 530 00 5 4 530 89 57 9 00 22 -- - 40,000 -- 5 5 0 Group 640 - 40,000 -- 47 47 40 7 ,900 ,6 , , 281 2 000 5 11 119 281 81 1 00 ------40,000 ------Company 9 9
96 42 ------Obligation Transaction, which shall rank after the Super Senior Bonds, the Senior Bonds and the Mezzanine the and Bonds Bonds interms ofpriority.Senior the Bonds, Senior Super the after rank shall which Transaction, Obligation Subordinated bonds are asset backed securities issued by the Issuer pursuant to the Primary Collateralised Loan 9). (Note million RM4 of Bond Subordinated the for subscribe shall Company Facility,the the of condition a as iv) Ì iÊ>VÌÞÊÃÊÕÃiVÕÀi`ÆÊ>` ®ÊÊ `>ÌiÊvÊ`À>Ü`ÜÆ Ê the from intervals monthly (6) six at payable is interest the and annum per 7.45% at fixed is rate interest the ii) ÓääÈÆ October 10 of date drawdown the Ê from years (5) five of end the at sum lump one in repayable is Facility the i) The salienttermsoftheFacilityAgreement are asfollows: (“Issuer”) foranunsecured fixedratetermloanfacilityofRM40million(“theFacility”). On 19 September 2006, the Company entered into a Facility Agreement with a licensed bank and a bond issuer properties anddepositswithlicensedbanksasdisclosedinNote3,615respectively. machinery,investment and property, plant over secured are Company the of and Group the of loans term The Security five years Between oneand Less thanoneyear Company five years Between oneand Less thanoneyear Group Finance leaseliabilities 17. LoansandBorrowings
amns neet amns amns neet payments Interest payments payments Interest payments iiu mnmm iiu minimum minimum minimum minimum M00 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 uue au f uue valueof Future valueof Future es lae es lease lease lease lease ,3 1 ,2 ,2 9 4,526 2,800 499 1,726 237 5,025 262 3,037 6,421 1,988 3,973 915 2,448 486 7,336 429 4,459 2,877 2 4 21 0 42 138 96 13 8 5 151 50 400 101 281 61 119 40 461 21 321 140
2010 rsn Present 2009 Present
SINDORA BERHAD 2010 - 243 SINDORA BERHAD 2010 - 244 Due toaDirector expenses Other payablesandaccrued Trade payables disposal of MM Vitaoils Sdn.Bhd.(seeNote14) disposal ofMMVitaoils proposed the for settlement partial as received RM1,600,000) (2009: RM1,850,000 and 14) Note (see land of (2009: RM5,228,000) owing RM5,228,000 to of KFC Holdings amount (M) an Bhd in is respect Company of the deposit receivedof for and the Groupproposed the disposal of of a payables piece other and trade in Included 18. Trade andOtherPayables M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 904 410 157 11,312 4,158 11,517 1,934 34,150 16,803 29,034 27,656 700 5,0 341 15,470 13,451 51,000 57,020 00 09 00 2009 2010 2009 2010 330 Group 47 -- Company --
Insurance brokerage Fertilizer trading Mailing andprinting -Associates andothers -Subsidiaries Dividend income: Rubber timberanddoor Logs, sawntimber, treated forwarding services Sea transportation, shippingand related services Parkingoperationsand and fresh fruitbunches CrudePalmOil,Kernel 19. Revenue Sale ofgoodsandservicerendered:
M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 7,9 3,8 2,6 117,619 125,763 336,480 372,094 107,422 123,883 108,667 107,422 111,838 123,883 111 123 3 00 09 00 2009 2010 2009 2010 365 31,594 33,625 713 79,957 87,153 8 7 33,62 1,704 4,879 3,207 5,633 2,528 6,484 6, 7 2 1,704 4 2 , , , , ,879 , 4 15 83 88 09 52 8 ------4 3 8 3 4 5 8 Group - - ,0 4,110 -- -- 1,800 -- -- 123 1 2 5,7 1 , ,80 88 Company 0 2,880 80 63 80 ------3,207 ------3 0 - - - - -
------
SINDORA BERHAD 2010 - 245 SINDORA BERHAD 2010 - 246 Rental oflandandbuildings Bad debtswrittenoff Bad debtsrecovered Rental ofmachineryandequipment exchange Unrealised lossonforeign Realised lossonforeign exchange - Otherinvestments - Assetheldforsales - Plantationdevelopmentexpenditure - Goodwill Impairment losses/(Reversal): concession Guaranteed returnoncarpark investment properties Change infairvalueof - related companies - otherreceivables - tradereceivables doubtfuldebts Allowance for/(Reversalof) - Deferred income - Plantationdevelopmentexpenditure - Intangibleassets - Property, plantandequipment Amortisation anddepreciation of: -Others -Holdingcompanyauditors - Current year Audit fees ataftercharging/(crediting) Operating profit isarrived
20. OperatingProfit M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 093 5,4 9 247 291 50,947 50,963 3,616 3,736 28,742 29,555 00 09 00 2009 2010 2009 2010 293 292 (,5) (2,952) (2,953) (2,952) (2,953) ,3 180 ,3 1,870 1,000 3,038 1,000 1,870 1,070 3,038 1,070 78 91 (900) 941 (728) 9 486 186 490 552 977 110 321 112 112 103 329 147 357 (5 3) -- (35) (35) 3 (4) 6 (540) 63 (540) 28 63 - (6) -- (166) -- -- 604 347 2,704 ------210 -- Group 21 73 -- 0 (140) 60 Company -- -- 347 ------73 ------
20. OperatingProfit The keymanagementpersonnelcompensationare asfollows: Key managementpersonnelcompensation Rental income - Wages, salariesandothers Provident Fund - ContributionstoEmployees keymanagement personnel): Personnel expenses(including - Estate - Associates - Subsidiaries - Property, plantandequipment Loss/(Gain) ondisposalof: n rsosblt fr lnig drcig n cnrlig h atvte o te ru ette ete drcl or directly either entities Group the of activities indirectly. the controlling and directing planning, for responsibility and authority having GroupDirectorsentities, of the than other persons comprise personnel management key Other - Short-termemployeebenefits 360 Other keymanagementpersonnel: benefits Total short-termemployee valueofbenefits-in-kind) benefits(includingestimatedmonetary Other shorttermemployee - Remuneration - Fees Directors M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 258 745 260 11,942 12,660 47,445 52,588 00 09 00 2009 2010 2009 2010 00 09 00 2009 2010 2009 2010 ,8 3,900 3,785 ,0 ,6 ,0 1,329 1,402 1,087 6,066 1,072 5,009 5,336 4,255 3,994 3,183 38 37 19 (189) (189) (347) (338) 98 169 (938) 5 730 754 712 3 558 (263) 5,588 23 - (38,843) (5,087) -- -- Group Group 716 626 968 3 242 330 319 692 61 - (38,843) (9,908) ------Company Company 936 300 733 66 54 --
SINDORA BERHAD 2010 - 247 SINDORA BERHAD 2010 - 248 Total incometaxexpense associates Share oftaxequityaccounted Income taxexpense - Prioryears temporary differences - Reversalandoriginationof Deferred taxexpense/(income) -Prioryears -Current year - Foreign tax -Prioryears -Current year - Malaysiantax Current taxexpense Major componentsofincometaxexpenseinclude: Recognised intheprofit orloss 21. IncomeTax Expense M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 00 09 00 2009 2010 2009 2010 ( 123 (9) 155 (312) (1,505) (290) (1,273) 4 1,273 5 5, 5 1,0 5, ,4 ,9 ,5 853 853 3,056 5,297 3,056 5,941 3,738 3,669 5,656 (1,690) 3,144 1,047 3,669 5,253 3,981 3,144 5,194 4,649 4,711 5,001 4,523 5,796 , ,79 ,656 ( 55 175 (585) 5 941 28 46 585 194 6 7 8 1,559 285 (1,515) 462 542 542 671 702 (31) (31) 23 47 71 02 6 5 2 )
) Group -- ( 3, 1,505 4 3, 3 3, ,64 ,056 ( 22 260 (252) 144 056 252 1 144 6 (3,076) 164 ( 8) (2,816) (88) 88 64 ------Company 9 ) ) ) ------
21. IncomeTax Expense Income taxexpense Over provided inprioryears Others taxassets Effect ofunrecognised deferred Non taxableincome Tax exemptincome othercountries Effect ofdifferent taxratein Non deductibleexpenses Malaysian taxrateof25percent Income taxcalculatedusing Profit before tax Total taxexpense Profit fortheyear taxexpense Reconciliation ofeffective M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 2 1 426 4,8 471 62,480 14,771 61,627 47,580 11,715 24,246 42,283 18,305 00 09 00 2009 2010 2009 2010 ( 189 (1) (1,757) (115) (1,889) 1,889 4 5 8,305 5, 7, 2,8 6,062 ,4 ,9 ,5 853 905 3,056 4,813 5,297 5,412 5,941 7,830 ,5 541 ,6 1,439 15,620 1,266 3,868 853 5,491 12,122 3,056 2,857 6,062 5,297 5,941 ,2 ,94 ( ( 34 (377 (2) (16,154) (321) (13,717) (655) (324) (967) 324 967 941 830 1 1 8 2,107 189 108 ( (95) 4 95 89 08 57 6 1 ) ) )
) Group 121 (57) 1 11 ( 4 3 3, 1,757 4 1 3,868 , ,056 ,7 , ,266 ( 321 771 056 8 15 1 ------Company 3 ) ) (52) ------
SINDORA BERHAD 2010 - 249 SINDORA BERHAD 2010 - 250 ordinary shareholders andaweightedaveragenumberofordinary shares outstandingcalculatedasfollows: The calculation of basic earnings per ordinary share at 31 December 2010 was based on the profit attributable to share Basicearningsperordinary (a) PerOrdinary22. Earnings Share Profit fortheyearattributable toowners There are nodilutivepotentialordinary shares. 96,000 perordinary Diluted earnings share (b) 96,000 perordinaryBasic earnings share (sen) Weighted averagenumberofordinary shares inissue(’000) Number ofshares inissueatbeginningofyear(’000) Weighted averagenumberofordinary shares M00 RM‘000 RM‘000 M00 RM‘000 RM‘000 553 43,836 15,503 600 96,000 96,000 00 2009 2010 00 2009 2010 61 45.66 16.15 Group Group 24. Acquisitionofproperty, plantandequipment Total amount 2009 -Interim,netoftax 2008 -Final,netoftax 2009 Total amount 2009 -Final,netoftax 2010 -Interim,netoftax 2010 Dividends recognised inthe current yearbytheCompanyare: 23. Dividends RM990,000) andRM401,000(2009:NIL)respectively wasacquired underfinanceleases. (2009: RM3,059,000 which of RM1,253,000) (2009: RM1,981,000 and RM130,669,000) (2009: RM97,230,000 year,the During acquiredCompany property,Groupthe the and aggregateof an cost with equipment and plant e e Total Sen per hr amount share .0 7,200 3,600 7.50 3,600 3.75 3.75 7,200 3,600 3,600 7.50 3.75 3.75
RM‘000 20 November2009 Date ofpayment 10 February2011 31 July2009 31 July2010
SINDORA BERHAD 2010 - 251 SINDORA BERHAD 2010 - 252
Non-cancellable operatingleaserentals are payableasfollows: Leases aslessee 25. OperatingLeases 20. The lease payments and contingent rent recognised in profit or loss during the financial year are disclosed in Note None oftheleasesincludescontingentrentals. rentals. market reflect to years 4 every increasedare payments Lease contracts. the in included option renewal The Company leases office under operating leases. The leases typically run for a period of 3 years with one year required togivea3-monthnoticefortheterminationofthoseagreements. The Group also leases various plant and machinery under cancellable operating lease agreements. The Group is years. There are3 norestrictions placedupontheGroup byenteringintotheseleases. of average an for rentals fixed include others while achieved sales on based computed arrangements rental to 5 years with renewal option included in the contracts. Certain contracts include escalation clauses or The contingent Group leases a number of buildings under operating leases. The leases typically run for a period of between 2 More thanfiveyears Between oneandfiveyears Less thanoneyear 3 2 16, 722 1545 16 409 176 176 135,445 79,532 37,202 52,403 21,085 16,117 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 7, 1 00 09 00 2009 2010 2009 2010 , 202 08 11 -- - 3,510 -- 5 7
Group 1 1 7 7 ------6 6 Company 176 233 --
26. Commitments shipyard machineriesandequipment. Capital commitment on Group’s plant and equipment relates to purchase of new vessels, vessel equipments and andpayable Contracted butnotprovided for Investment inpreferenceshares Authorised butnotcontractedfor Acquisition ofasubsidiary/associate Contracted butnotprovided for Plant andmachinery 503 77,067 65,093 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 00 09 00 2009 2010 2009 2010 9 9,801 494 - 4,050 -- Group -- - 4,050 -- -- Company -- --
SINDORA BERHAD 2010 - 253 SINDORA BERHAD 2010 - 254 in thisrespect duetothenegligenceofemployeesinvolved. embodying economic benefits is remote. The Directors further believe that the action of the subsidiary is justified wrongful dismissal. The Directors for of subsidiary the subsidiary the are against of RM903,000 the opinion to that the amounting possibility claims of an for outflow filed of resourceshad subsidiary a of employees former Five Corporate guaranteegiventosubsidiaries Unsecured
Bank guaranteegivenbysubsidiariestothird parties Secured 27. ContingentLiabilities 2,3 108,209 127,235 R‘0 RM‘000 RM‘000 M00 RM‘000 RM‘000 2010 2010 5,996 Company Group 2009 2009 4,449 28. OperatingSegments The totalofsegmentassetismeasured basedonallassets(includinggoodwill)ofasegment. insurance services, printing and mailing Segment assets bulk operation, brokerage, fertilisertradingandetc. park car services, related and transportation ÊÌ>ÀÕÊ6Õi ÊÛÃÊ } «iÊÊÛÀà Õià iÌÃÊÃVÊ>ÊÃi>Ê >ÃÊ ÃÕV Ê Õ`iÀÌ>}Ã]Ê LÕÃiÃÃÊ Û>ÀÕÃÊ Ê V«>iÃÊ Ê `}Ê ÛiÃÌiÌÊ Ê 6iÌÕÀiÊ ÌÀ>«ÀiiÕÀÊ *>Ì>ÌÊÊ/ iÊVÕÌÛ>ÌÊvÊÊ«>Ê>`Ê«>ÊÊ}Ê>`ÊÀÕLLiÀÊiÃÌ>Ìi° UÊ UÊ in eachoftheGroup’s reportable segments: of Directors review the Group’s operations on a quarterly basis. The following summary describes the operations The Group has two reportable segments, which form the main basis of how the Group management and Board
The operationsoftheGroup are primarilylocatedinMalaysiaandthere isnosignificantconcentrationofsalesto aparticularcustomer. associates Investments in segmentassetsare: Included inthe Segment assets Finance income Finance costs doubtfuldebts Allowance for ofestate Gain from exchange - Otherinvestments - Assetheldforsales expenditure development - Plantation - Goodwill Impairment associates Share ofprofit of customers Revenue from external ofsegmentprofit are: Included inthemeasure Segment profit M00 M00 M00 M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 8,9 1578 1,2 4736 483 440 2,5 637,634 725,852 24,440 24,833 427,396 514,221 185,798 186,798 336,480 372,094 -- -- 225,851 248,210 110,629 123,884 823 1,4 113 (,2) (,3) 3,9 391 46,020 23,961 35,299 (5,435) (3,927) 11,173 14,648 18,223 00 09 00 09 00 09 00 2009 2010 2009 2010 2009 2010 2009 2010 Plantation - - 034 230 - - 034 22,310 30,384 442 -- 703 -- (540) 73 -- (13,151) 22,310 63 147 (12,790) 30,384 38,843 -- (3,752) (540) -- 369 -- (4,022) -- -- 1,919 63 556 (9,399) ------4,302 (8,768) ------2,174 (604) ------(2,704) ------(347) -- 4,302 -- -- 2,174 ------
Intrapreneur Venture Unallocated amount - 1,919 -- 38,843 -- (604) (347) -- -- (2,704) -- Total
SINDORA BERHAD 2010 - 255 SINDORA BERHAD 2010 - 256 2010 at measured liabilities other and receivables and loans amortisedcostrespectively exceptasstatedbelow: as classified are liabilities and assets financial All 29.1 Categories offinancialinstruments paragraph 44AAofFRS7. in given exemption the of virtue by 2009 December 31 for presented been not have figures comparative Certain 29. FinancialInstruments due more than certain number of days, which are deemed to have past higher balances significant credithaving receivables any risk, industries, the areof nature the on monitored Depending receivables. the individually. customers regular are of quality credit receivables the monitor to these analysis ageing uses Group The of Group. the with transacting portion been have that significant A values. realisable their at measured are impaired nor due past neither are that receivables that ensure to steps reasonable taken has Management is receivables from arising risk credit to exposure maximum the period, represented bythecarrying amountsinthestatementoffinancialposition. reporting the of end the at As Exposuretocreditrisk,qualityandcollateral credit evaluationsare performedoncustomersrequiring credit overacertainamount. Management has a credit policy in place and the exposure to credit risk is monitored on an ongoing basis and Riskmanagementobjectives,policiesandprocesses formanagingtherisk Receivables principally from itsreceivables from third partycustomersandintercompanies instrument fails to meet its contractual obligations. The Group’s and Company’s exposure to credit risk arises Credit risk is the risk of a financial loss to the Group and Company if a customer or counterparty to a financial Credit risks >ÀiÌÊÀà UÊÊ µÕ`ÌÞÊÀà UÊÊ Ài`ÌÊÀà UÊÊ Ê Ê Ê TheGroup andthe Company hasexposure tothefollowingrisks from itsuse offinancialinstruments: 29.2 Financial riskmanagement Other investments Financial assets Group/Company mut rcials profit orloss Fairvaluethrough receivables Loansand amount Carrying ,8 400 4,000 RM‘000 7,086 RM‘000 RM‘000 7, 08 6 3 3,086 , 086 days. the of background financial considers Group 120 than more due past be to the balances these causing reasons specific other and transactions past made, customers, be to required is allowance whether determining In receivable directly. the against off written is irrecoverable considered amount the possible, is amount the of recovery that satisfied Groupis the Unless recordlosses. to impairment used receivablesis trade respectof in account allowance The At 31December Impairment losswritten-off Impairment lossreversed Impairment lossrecognised At 1January *>ÃÌÊ`ÕiÊ£ÊqÊ£ÓäÊ`>ÞÃÊ *>ÃÌÊ`ÕiÊÈ£ÊqÊäÊ`>ÞÃÊ *>ÃÌÊ`ÕiÊΣÊqÊÈäÊ`>ÞÃÊ *>ÃÌÊ`ÕiÊäÊqÊÎäÊ`>ÞÃÊ Not pastdue 2010 Group Movement intheallowanceforimpairmentlossesofreceivables duringthefinancialyearwere: Past duemore than120days Not pastdue 2010 Company Past duemore than120days The ageingoftradereceivables asattheendofreporting periodwas: losses Impairment 29. FinancialInstruments M00 M00 RM‘000 RM‘000 RM‘000 15,006 437 91 23,326 991 24,317 rs ipimn Net impairment Gross Ó]ää£Ê Î]ÈÓ£Ê £]ÎÓÊ ÇÎÊ 299 299 964 Individual -- M00 RM‘000 RM‘000 ru Company Group 00 2010 2010 1,619 991 (949) 342 £Ê£]{nÇ x£{Ê 434 (21) ÎÇÊ - 15,006 -- - 299 ------ÊÎ]È£n £]Ó ÎÊ ÎÊ ÇxÈ 299 530 ------
SINDORA BERHAD 2010 - 257 SINDORA BERHAD 2010 - 258 by the management to ensure, as for as possible, that it will have sufficient liquidity to meet its liabilities when liabilities they falldue. its meet to liquidity sufficient have will it that possible, as for as ensure, to management the by adequate deemed facilities bank and equivalents cash and cash of level a maintains Company and Group The borrowings. due. The Group’s and Company’s exposure to liquidity risk arises principally from its various payables, loans and fall they as obligations financial its meet to able be not will Company and Group the that risk the is risk Liquidity Liquidity risk recoverable. arefromcompanies not due inter amount the that indication reportingthereno the period,was of end the at As Impairment losses The Group monitorsinstead theirindividualfinancialpositioninassessingitscredit risk. The Group doesnotspecifically monitortheageingofamountduefrom intercompanies. carrying their by represented is risk credit to exposure maximum amounts inthestatementoffinancialposition. the period, reporting the of end the at As Risk managementobjectives,policiesandprocessesformanagingtherisk Inter companybalances 29. FinancialInstruments u osbiire 214 companies 2,174 {È£Ê Due torelated Due tosubsidiaries company Ó°ÓnÊqÊΰxäÊ Due toholding payables {ääÊ 7.45 Trade andother 40,000 >ViÊi>ÃiÊ>LÌiÃÊ Unsecured termloans Revolving credit financialliabilities Non-derivative Ó]ÓÓnÊ Company £Óä]Σ£Ê Ó]ÓÈÇÊ companies £äx]xÓnÊ Due torelated 790 company {{]xÈÓÊ Ó]n{äÊ xÎäÊ Due toholding holdingcorporation {n]£xÇÊ Ç]ÎÎxÊ Ó°ÇäÊqÊÓ°nÈÊ Due toultimate payables Σn]xxnÊ xÎäÊ Ó°ÓnÊqÊn°ÇäÊ Trade andother ΰääÊqÊn°ÎäÊ >ÊÛiÀ`À>vÌÊ È]{Ó£Ê >iÀýÊ>VVi«Ì>ViÊ 7.45 Óxä]££Ê >ViÊi>ÃiÊ>LÌiÃÊ 40,000 -iVÕÀi`ÊÌiÀÊ>ÃÊ Unsecured termloans Revolving credit financialliabilities Non-derivative 2010 Group period basedonundiscountedcontractualpayments: The table below summarises the maturity profile of the Company’s financial liabilities as at the end of the reporting Maturity analysis 29. FinancialInstruments arig otata Cnrcul ne 1-2 Over 2-5 1-2 Under Contractual Contractual Carrying mut neetrt/ ahflw 1ya yas er 5yas 5years years years 1year cashflows interest rate/ amount M00 opn() M00 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 RM‘000 coupon(%) RM‘000 9,8 399,888 650 86,550 21,275 13,451 24,438 57,020 ,5 1,750 5.30 7,500 4,983 Ç]ÓxÊ Ç]ÓxÊ £°ääÊqÊÈ°{xÊ Ç]ÓxÊ 5.30 7,500
6,4 9,5 689 1776 120,311 107,756 46,829 193,553 468,449 661 86,290 86,611 21,275 13,451 21,275 13,451 40,000 40,000 24,438 24,438 57,020 57,020 40,000 40,000 ,5 1,750 1,750 7,500 7,500 4,983 4,983 7,500 7,500 ,7 2,174 2,174 790 £{äÊ 790 xÎäÊ 97 ÇÊ ------Ê ------Ê -- -- 224 ÓÓ{Ê ------Ê ------Ê ------ ------ ------ -- --
SINDORA BERHAD 2010 - 259 SINDORA BERHAD 2010 - 260 remained constant. variables other all that basis the on above, shown amounts the to currencies above the on effect opposite but equal had have would period reporting the of end the at currencies above the against RM of weakening 10% A Profit orloss In thousandsofRM Group of forecasted salesandpurchases. impact any ignores and constant remained rates, interest particular in variables, other all that assumes analysis below.shown amounts This the by loss profitor post-tax and (decreased)equity increased/ have would period reporting the of end the at currencies following the against (“RM”) Malaysia Ringgit the of strengthening 10% A risksensitivityanalysis Currency Net exposure Trade andotherpayables Trade receivables In thousandsofRM Group based oncarryingamountsasattheendofreporting periodwas: The Group’s exposure to foreign currency (a currency which is other than the currency of the Group entities) risk, risk currency toforeign Exposure The Group doesnothedge itsfinancialassetsandliabilitiesdenominatedinforeign currencies. Dollar (“USD”)andSingapore Dollar(“SGD”)andEURO(“EUR”). than the respective functional currencies of Group entities. The currencies giving rise to this risk are primarily U.S. The Group are exposed to foreign currency risk on sales and purchases that are denominated in a currency other Currency risk other and prices willaffect theCompany’srates interest financialpositionorcashflows. rates, exchange foreign as such prices, market in changes that risk the is risk Market Market risk 29. FinancialInstruments 1,002 1,002 UD SD EUR SGD USD ( 84 (333) (864) S G EUR SGD USD 138 864 3 33 (165) (333) 138 14 14 Denominatedin Denominated in ) (33) -- ( (17) ( ( (234) 17 165 234 69 69 ) ) ) Secured termloans Bank overdraft Unsecured revolving credits Floating rateinstruments Bankers’ acceptances Secured financeleaseliabilities Secured termloans Unsecured termloans Deposits withlicensedbank Unquoted subordinated bond Fixed rateinstruments carrying amountsasattheendofreporting periodwas: The interest rate profile of the Group’s and Company’s significant interest-bearing financial instruments, based on raterisk tointerest Exposure on anongoingbasisandtheGroup andtheCompanyendeavourtokeepexposure toanacceptablelevel. There is no formal hedging policy with respect to interest rate exposure. Exposure to interest rate rates. risk is monitored interest in changes to due flows cash in change Investments inequitysecuritiesandshorttermreceivables of andpayablesare notexposedtointerest raterisk. risk a to exposed are borrowings variable-rate in to a risk of change in their fair value due to changes in interest rates. The Group’s and the Company’s investments The Group’s and the Company’s investment in fixed rate debt securities and its fixed rate borrowings are exposed Interest raterisk 29. FinancialInstruments 1906 (7,500) (139,066) (124,271) (31,106) (151,888) (126,640) M00 RM‘000 RM‘000 4,0) (40,000) (40,000) ru Company Group 773 5,294 17,703 00 2010 2010 750 (7,500) (7,295) (7,500) (400) (6,421) ,0 4,000 4,000 (530) ------
SINDORA BERHAD 2010 - 261 SINDORA BERHAD 2010 - 262 Group balance sheets, are asfollows: the in shown amounts carrying the with together liabilities, and assets financial other of value fair The The fairvalueofinvestmentinquotedshares isdisclosedinNote9. changes rate interest effective its as value fair approximates accordingly tomovementsinthemarketinterest rate. loan term rate floating of amount carrying The term short and payables and receivables term short equivalents, cash borrowings approximate fairvaluesduetotherelatively shorttermnature ofthesefinancialinstruments. and cash of amounts carrying The Fair valueoffinancialinstruments in have would period reporting RM75,000 respectively andviceversa.Thisanalysisassumesthatallothervariablesremained constant. the and of RM139,000 approximately end by loss the or profit at post-tax Company rates and Group interestthe (decreased) creased in (bp) points basis 100 of change A Cashflowsensitivityanalysisforvariablerateinstruments affect profit orloss. not (b) would period reporting the of end the at rates interest in change a Therefore, loss. or profitvalue through fair at liabilities and assets financial rate fixed any for account not does Company and Group The Fairvaluesensitivityanalysis forfixedrateinstruments (a) 29. FinancialInstruments
Unquoted subordinated bond Financial assets Finance leaseliabilities Fixed ratetermloan Financial liabilities Company Unquoted subordinated bond Financial assets Finance leaseliabilities Fixed ratetermloan Financial liabilities arig ar arig Fair Carrying Fair Carrying mut au aon value amount value amount 6,4 1660 3,8 236,589 235,587 166,640 166,640 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 000 000 000 41,002 40,000 40,000 40,000 ,0 400 ,0 3,311 4,000 4,000 4,000 ,0 400 ,0 3,311 4,408 4,000 4,526 4,000 6,122 4,000 6,421 400 2010 400 138 2009 138 The interest rateusedtodiscountestimatedcashflows,whenapplicable,are asfollows: fairvalue rateusedtodetermine Interest finance leases,themarketrateofinterest isdeterminedbyreference tosimilar leaseagreements. and interest cash flows, discounted at the market rate of interest at the end of the reporting period. In respect of Fair value, which is determined for disclosure purposes, is calculated based on the present value of future principal Non-derivative financialliabilities Estimation offairvalues the table. in reflected instruments financial of values fair the determining in used methods the summarises following The 29. FinancialInstruments Leases Term loan 3.40% -8.70% 4.10% -7.38% 2010 2.28% -3.50% 6.50% 2009
SINDORA BERHAD 2010 - 263 SINDORA BERHAD 2010 - 264 requirements. broking insurance in Group’sthe to restrictionsimposed external other no Thereis time. point any at capital RM600,000 involving of minimum a subsidiary of funds shareholders’ a for requirement the to with complied has Negara subsidiary the date, Bank to at the consultancy.As and by imposed requirement capital a is There The Board ofDirectors monitorstheadequacyofcapitalonanongoingbasis. business development. and the Group Company’sthe safeguard ability to to continue and as a structure going concern capital so as optimal to maintain market an confidence and maintain sustain futureto is capital managing in objective main The 30. CapitalManagement
compensation (seeNote20),are asfollows: The significant related party transactions of the Group and the Company, other than key management personnel the Directors oftheGroup, andcertainmembersofseniormanagementtheGroup. all include indirectly.personnel or directlymanagement either Groupkey the The of activities the controlling and Key management personnel are defined as those persons having authority and responsibility for planning, directing individuals orotherentities. the or Group the significant Company and the whereparty are subject to common control or common significant influence. Related parties or may be exercise versa, vice or or party decisions, operating the and financial control making to in indirectly,party the or over directly influence ability, the has Company the or Group the if For the purposes of these financial statements, parties are considered to be related to the Group or the Company Identity ofrelated parties 31. RelatedParties Rental payable Dividend payable Holding company Concession income Profit sharingfrom PersadaParking Management ofcarparks Training andcourses corporatefeepayable Administrative, secretarial and Ultimate holdingcorporation Interest charge Sales Purchases Dividend income Dividend receivable Subsidiaries agreement Profit sharingfrom concession M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 589 ,8 1,0 4,782 15,809 25,573 4,782 388 15,809 25,573 00 09 00 2009 2010 2009 2010 ,7 560 ,7 5,518 5,673 5,650 5,673 ,7 260 ,7 2,610 3,170 1,027 2,610 2,610 1,190 3,173 9 259 291 930 358 797 - 102 ------Group - 2,610 -- -- - ,2 4,110 1,129 -- -- - 1,245 -- 291 930 797 281 -- -- Company 247 388 358 342 95 ------
SINDORA BERHAD 2010 - 265 SINDORA BERHAD 2010 - 266
31. RelatedParties Dividend receivable Associates Secretarial feepayable Secretarial course Commission receivable Contract servicereceivable Management ofcarpark Rental income Purchase ofgoods Insurance payable Flight charges Mailing feeincomereceivable Logistic incomereceivable Management feereceivable Rental payable Sales Management feepayable Related companies 0,8 809 1725 98,008 107,205 98,079 108,582 M00 M00 M00 RM‘000 RM‘000 RM‘000 RM‘000 00 09 00 2009 2010 2009 2010 ,5 1,503 5,843 1,454 6,166 2,118 1,698 2,348 982 2,342 2,118 1,282 2,549 0 101 210 167 101 163 2,550 350 178 34 33 42 - 2,880 -- -- Group 58 62 29 ------416 285 79 42 - 2,880 ------Company 58 ------Net cashoutflow Cash andcashequivalents acquired Cumulative investments Goodwill onacquisition Net identifiableassetsandliabilities Minority interests Payables andaccruals Cash andcashequivalents Receivables, depositandprepayments Investment inassociates Intangible assets Property, plantandequipment The proforma effect ontheGroup’s assetsandliabilitiesonacquisitiondateare asfollows: Group. the of subsidiary a Thereafter,becomes Orkim. Orkim in interest equity 1% additional acquire to agreement Shareholdersand Subscription the to pursuant option call exercisedits Grouphas the 2011, January 31 On Sdn. Bhd.(“Orkim”),makingOrkima49.9%ownedassociateoftheGroup. acquired Orkim has in interest equity 12% approximately Bhd. representing each, 1 RM Sdn. of shares equity 4,600,000 additional (M) Technique E.A. subsidiary, 51%-owned Company’s the year, the During c. The proposed acquisition wasdulycompletedon23July2010. in each RM1 MIT InsuranceBrokers Sdn Bhd(“MIT”),representing 90%oftheequityinterest, atRM2,025,000. value par of shares ordinary of 1,125,000 purchase and sale the to relation in Mohamad Bin Shahrom Mohd Dato’ and Singh Bhagwan a/l Singh Jagjit Dr Deen, Mohd Bin Kadir Abdul Dato’ Velupillai, a/l Jeyaratnam Mr. with Agreement Purchase & Sale a into entered had Company the 2010, June 11 On b. issued entire the being each sen 1 value par preference with share capitalofMicrowell Sdn.Bhd.(“Microwell”) forRM4,500,000cash. of Redeemable (“RCCPS”) Agreement 3,800,000 Shares of Purchase purchase Preference and Cumulative Share sale Convertible the conditional to relation a in Bhd. into Sdn. Teroka Agro entered Commerce-KNB had Company the 2010, March 23 On a. The CompanyandtheGroup 32. SignificantEvents h pooe aqiiin a cmltd n 3 pi 21. ocrety te opn hs converted enlarged ordinary share capitalofMicrowell. the of has 60% representing Microwell, Company in each RM1 the of Concurrently,shares ordinary 1,500,000 2010. into RCCPS the April of portions 23 on completed was acquisition proposed The Recognised values on acquisitions ( (136,985) 136,985 166,9 166,955 RM‘000 ( ( (11,957) (42,595) 17 11,957 29,383 2 42,595 11, 14 17,426 29,383 24,462 11,956 14,872 4 4,462 9,741 4,921 9,741 , ,921 , 426 9 872 51 518 5 5 6 5 8 ) ) )
SINDORA BERHAD 2010 - 267 SINDORA BERHAD 2010 - 268 spread requirement. shareholding public the with comply to 2011 June 30 until months six of time of extension an Company the granted has Malaysia Bursa 2011, March 16 On requirement. spread shareholding public the with comply to time of extension an for 2010 December 8 on Malaysia Bursa to application an made has Company The Listing Requirements of BursaMalaysiaSecuritiesBerhad(“BursaMalaysia”). the in stipulated as 25% of spreadshareholding required public the with compliance in not is Company The e. Uponcompletionoftheproposal, Metro HKbecomesa55% subsidiaryofMetro. f£°ääÊi>V ÊÌÊ ÀÊ/ÞÀiÊ «iâ° Ê Ê ÊÓäää À>Þ Àà v £äÊiVÊÀ«iiÌÊxÊÃ>i`ÊvÀ Óäää > ÀÊ V>Ã Ê fÓxä]äääÊ vÀÊ Ã >Ài `}Ê x¯Ê Ài«ÀiÃiÌ}Ê i>V Ê f£°ääÊ vÊ Ã >ÀiÃÊ À`>ÀÞÊ Óxä]äääÊ UÊ Ê f£°ääÊi>V ÊÌÊ ÀÊ*>ÕÊ >ÕiÊ Àà ÆÊ>` Ê Ê ÊÓ]äää]äääÊÀ`>ÀÞÊà >ÀiÃÊvÊ f£°ääÊi>V ÊÀi«ÀiÃiÌ}Ê{ä¯Êà >Ài `}ÊvÀÊ fÓ]äää]äääÊV>à ÊÀÊ UÊ Ê shares inMetro Parking(HK)Limited(“Metro HK”)asfollows: disposed had Sindora of subsidiary 75% a (“Metro”), Bhd. Sdn. (M) Parking Metro 2010, December 13 On d. 32. SignificantEvents
As of 1 January 2010, the Group determines and presents operating segments based on the information the on based segments presentsoperating and Groupdetermines the 2010, January 1 of As FRS8,OperatingSegments 33.1 33. SignificantChangesinAccountingPolicies 34. ComparativeFigures and alsotobeconsistentwith current yearpresentation. 33 Note in stated as policies accounting in changes the to due restated been have figures comparative Certain and current the for share ordinary per earnings diluted and basic the affect not does reclassification The all that determined reassessedand Grouphas The 117. FRS to amendment the adopted Grouphas The FRS117,Leases 33.3 Comparative information has been re-presented so that it is in conformity with the revised standard. Since The Group applies FRS 101 (revised) which became effective as of 1 January 2010. As a result, the Group FRS101,PresentationofFinancialStatements(revised) 33.2 only policy accounting in change the Since re-presented. been has information segment Comparative This change in accounting policy is due to the adoption of FRS 8. Previously operating segments were determined andpresented inaccordancesegments withFRS114 operating Previously 8. FRS of adoption the to due is policy accounting in change This that internally is provided to the Chief Executive Officer, who is the Group’s chief operating decision maker. prior periods. accordance withthetransitionalprovisions oftheamendment. property,to land retrospectivelymade been has policy accounting in in change The equipment. and plant leasehold the reclassified has and leases finance is substance in are which Group the of land leasehold the changeonlyaffects presentation aspects,therepershare. isnoimpactonearnings presents allnon-ownerchangesinequitytheconsolidatedstatementofcomprehensive income. impacts presentation and disclosure aspects,therepershare. isnoimpactonearnings 2004 , SegmentReporting.
SINDORA BERHAD 2010 - 269 SINDORA BERHAD 2010 - 270 Berhad ListingRequirements, issuedbyMalaysianInstituteofAccountantson20 December2010. Securities Malaysia Bursa to Pursuant Disclosure of Context the in Losses or ProfitsUnrealised and Realised of The determination of realised and unrealised profits is based on the Guidance of Special Matter and No.1, insignificant Determination be to determined are accordingly, notpresented above. associates from losses) earnings/(accumulated retained of share The Total retained earnings Less: Consolidationadjustments - unrealised - realised oftheCompany anditssubsidiaries: Total retainedlosses) earnings/(accumulated and unrealised profits, pursuanttothedirective, isasfollows: The breakdown of the retained earnings of the Group and of the Company as at 31 December 2010, into realised prescribed the format ofpresentation.and disclosure the on directive another issued further Malaysia Bursa 2010, December 20 On the reporting period,intorealised andunrealised profits orlosses. of end the at unappropriatedas breakdownthe losses the profitsof accumulated disclose or to issuers listed all pursuant to Paragraphs issuers 2.06 listed and all 2.23 to of directive a Bursa issued Malaysia Malaysia”) Main (“Bursa Market Berhad Listing Securities Requirements.Malaysia Bursa The 2010, directive March requires25 On of RealisedandUnrealised Profits orLosses 35. SupplementaryInformationontheBreakdown 0,3 98,394 102,934 98,394 119,682 104,321 128,633 M00 RM‘000 RM‘000 (16,748) ru Company Group 891 (5,927) (8,951) 2010 -- List ofGroup’s LandedProperties expiringon LadangSindora) 86009 Kluang KB 531 Tawing PalmOilMill Ladang Sungai 16/ Noseparatetitle Oil Mill Sindora Palm expiringon Johor 86009 Kluang KB 539 Ladang Sindora SINDORA BERHAD Johor 81000 Kulai Bandar Tenggara Phase 1 Industrial Area Lot 1384 Complex Sindora Timber Year of NetBookValue Description Hectares / Tenure Location/Property 27 June2079 24 Jan2086 eshl 226 Oilpalm 2,226/ Leasehold Oilpalmand 3,939/ Leasehold 60 yearslease 60 yearslease 60 yearslease (Building age: (Building age: (Building age: 24 Nov2059 30 Jan2041 30 Jan2041 (Part of expiring on expiring on expiring on 25 years) 28 years) 11 years) ‘000Sq.Ft. /5 /2,344 2.56/
plantation rubberplantations Industrial landand Industrial landand office andfactory Factory building building for building 1Dcme 00 Revaluation 31December2010 41 1,396 120 RM‘000 34,762 57,782 sa Acquisition/ as at 5,048
1986 1983 2000 2008 2009 2006
SINDORA BERHAD 2010 - 271 SINDORA BERHAD 2010 - 272 List ofGroup’s LandedProperties EA TECHNIQUE(M)SDNBHD Kuala Lumpur 54200 Setiawangsa Taman Jln SetiawangsaII No.2 Unit C-3A-3A Business Suites Setiawangsa PRO OFFICESOLUTIONSSDNBHD Selangor 68100 BatuCaves Batu Caves Taman Sri No 6,JlnSBC6 Pro Office Wisma Johor 81800 UluTiram, Taman BukitTiram Green Plains, Jalan Resam No. 17, Johor 80000 JohorBahru Taman Pelangi Jalan Perang 41, 41A,41B 37, 37A,37B, No. 6,6A,6B, Johor 81000 Kulai, Bandar Tenggara Temenggong 10 No 1,Jalan L cto/rpry eue etrs/ ecito NtBo au Year of NetBookValue Description Hectares / Tenure Location/Property (Building age:5 (Building age:6 (Building age: (Building age: (Building age: 18 Apr2085 expiring on Leasehold Leasehold 21 years) 29 years) 24 years) Freehold Freehold Freehold years) years) 00S.F. ‘000Sq.Ft. 0.5699/ /6.402 /22.8
/8 /6 4unitsof3-storey storey bungalow storey bungalow 1 unitofdouble- 1 unitofdouble- (staff residence) (staff residence) Office building Office building shophouses 1Dcme 00 Revaluation 31December2010 RM‘000 sa Acquisition/ as at 1,334 4,425 3,360 573 58 2006 2005 1990 1982 1987 %adaoeo sudCptl TOTAL Ê 5% andaboveofIssuedCapital 100,001 tolessthan5%ofIssuedCapital £ä]ää£ÊqÊ£ää]äääÊÊ £]ää£ÊqÊ£ä]äääÊ £ääÊqÊ£äääÊ Less than100
ieo hrhlig Size ofShareholdings Breakdown ofShareholdings :Ordinary Share ofRM1/=each case ofapollshallhaveonevoteforeveryshare ofwhichhe/sheistheholder. the in and hand of show a on vote one have proxyshall by or person presentin Company the of member Every Voting RightsofShareholders :RM200,000,000 Class ofShares :RM96,000,000 Issued andFullyPaid-UpCapital Authorised Share Capital Shareholdings Statistics asat3May2011
Ê Ê
Ê Ê Ê
Ê Ê Ê
Shareholders o f % N.o hrs % No.ofShares % No.of ,1 100 9,0,0 100.00 96,000,000 100.00 2,416 ]ÇÊÈ°£ ]{]nÊΰä Î]Ç{Ó]nnÈÊ Èx°££Ê £]xÇÎÊ ÎÊxxÊÎÎÈn ΰxÎ Î]ÎnÈ]nnÊ x°xäÊ £ÎÎÊ ÓÊxÓÊx]£Êä°äÈ xÇ]n£ÈÊ x°ÓÈÊ £ÓÇÊ 6 2.0 276 0.02 22,746 23.30 563 8 .5 03407 10.83 10,394,087 0.75 18 00 7,9,7 81.66 78,395,576 0.08 2
SINDORA BERHAD 2010 - 273 SINDORA BERHAD 2010 - 274 7 Mya esNm A d h MaybanSecsNoms(A)SdnBhd 27 6 Wn hkO Wong ShakOn 26 5 FoCo o FooChooMoy 25 4 LmSoTen LimSooThean 24 3 SitiSa’diahbintiShBakir 23 2 Aaa i oaa AhamadbinMohamad 22 1 YysnAsa yb Yayasan ArshadAyub 21 0 AFMSaqlHfi A.F.M ShafiqulHafiz 20 9 CtgopNm T d h / ehTogGe 434) Citigroup Noms(T)Sdn Bhd-A/CYeoh Ghee(473048) Tiong 19 8 Mhma l i ahm MuhammadAlibinHashim 18 7 LimYit Lee 17 6 HBNm T d h / o h og HLBNoms(T)SdnBhd-A/CGohChuYong 16 4 Pbi os()SnBd-ACSrne ig / asnSnh(-M) 3105 0.31 301,025 LimKianHuat 15 PublicNoms(T)SdnBhd-A/CSurinderSingha/lWassan Singh(E-IMO) 14 ArshadbinAyub 313,8240.33 13 2 ehTogGe Yeoh Ghee Tiong 12 1 JohorVentures SdnBhd 11 0 ehSe eg Yeoh SweeLeng 10 Kulim(Malaysia)Berhad 9 ehPe eg Yeoh PhekLeng 8 aaa d h ZalarazSdnBhd 7 ehMn he Yeoh MengGhee 6 JohanEnterpriseSdnBhd 5 R os()SnBd-ACRbe nutySalodr eeomn uhrt ,7,6 1.75 1,675,360 PristineBaySdnBhd 4 PRBNoms(T)SdnBhd-A/CRubberIndustrySmallholdersDevelopmentAuthority 3 ehKa u Yeoh KeanHua 2 0 LiSe ig LaiSiewYing 30 Kulim(Malaysia)Berhad 1 9 KkFogTeg KokFoongTeeng 29 8 RBNm T d h / o hoMy RHBNoms(T)SdnBhd-A/C FooChooMoy 28 -A/C DMG&PartnersSecuritiesPteLtdforSimHongBoon Name aggregating thesecuritiesfrom(Without different securitiesaccountsbelongingtothesamedepositor) Top 30SecuritiesAccountHolders Shareholdings Statistics asat3May2011
0,0 0.10 100,000 1,0 0.12 111,900 1,2 0.12 117,425 4,7 0.15 143,177 7,3 0.18 174,535 9,2 0.21 196,926 0,0 0.22 208,700 2,0 0.44 427,000 7,9 0.49 470,395 2,1 0.55 525,210 3,5 0.56 533,750 3,5 0.56 536,952 ,1,6 1.06 1,016,666 ,8,5 1.13 1,088,850 ,5,0 1.20 1,152,900 ,9,9 1.46 1,399,492 ,0,0 6.67 6,405,000
19056 74.99 71,990,576
o fSae % No.ofShares
7,2 0.08 74,725 840 0.08 78,400 820 0.10 98,260 950 0.10 99,500 950 0.10 99,500 998 0.10 99,928 400 0.07 64,050 400 0.07 64,050 988 0.07 69,898 ehKa u Yeoh Kean Hua 2 JhrVnue d h /s -JohorVentures SdnBhd-2a/cs Pitn a d h -Pristine BaySdnBhd Klm(aasa ehd-2ac Kulim(Malaysia)Berhad-2a/cs 1
TOTAL Foreigners -Others -Bumiputra Malaysian
Analysis ofShareholders Name aggregating thesecuritiesfrom(Without different securitiesaccountsbelongingtothesamedepositor) Substantial Shareholders Shareholdings Statistics asat3May2011
,0,0 6.67 6,405,000 7,7 .9 7,2,1 77.00 73,923,818 0.49 472,271 ,9,9 .6 7,9,9 76.04 72,996,597 1.46 1,399,492 25436 55 18173 1.95 1,871,763 75.55 72,524,326 hrs Shares Shares ,1 0.0 9,0,0 100.00 96,000,000 100.00 17.23 16,537,302 2,416 79.84 1,929 Shareholders o f % N.o % No.of % No.of
o f % N.o hrs % No.ofShares % No.of 4 82 88819 82.11 78,828,119 18.21 440 7 19 3,7 0.66 634,579 1.95 47 iet Direct Indirect - -
SINDORA BERHAD 2010 - 275 SINDORA BERHAD 2010 - 276 . T apit ess rs & on, having Young, & Ernst Messrs appoint To 6. in fees Directors’ of payment the approve To 5. over is who Ayub, Arshad TanSeri “That Dato’ Sri To consider, and if 4. deemed fit, to pass the following retire who Directors following the re-elect To 3. (less gross 5% of dividend final the approve To 2. Audited the and Report the adopt and Toreceive 1. ORDINARY BUSINESSES tujuan-tujuan bagi tengahari 12.00 berikut: jam pada 2011 Jun 22 Rabu, hari pada Johor Bahru, Johor 80000 di diadakan akan DENGAN INI DIBERITAHU BAHAWA Mesyuarat Agung Tahunan SINDORA BERHAD kali ke Tiga Puluh Tujuh (37) Johor Bahru,onWednesday, 22June2011at12.00 noonforthefollowingpurposes: held at THATGIVEN HEREBY IS NOTICE be will BERHAD SINDORA of Meeting General Annual (38th) Eighth Thirty the Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting hold office until the conclusion of the next Annual next the of conclusion the until office hold to KPMG, Messrs Auditors, retiring 2011 the of place in December 31 ended year Company financial the the for of Auditors as act, to consented Ê Óä£äÆÊÊ December 31 ended year financial the of respect next AnnualGeneralMeetingoftheCompany”. Director of the Company and to hold office until the the age of seventy (70), be hereby re-appointed as the of 129(6) Section Companies Act,1965: to pursuant resolutions (Article93) (Article87) KamaruzzamanAbuKassim (iii) Dato’IrAbdulHakBinMdAmin (Article87) (ii) RozanMohdSa’at (i) of Articles Company’s Association: the with accordance in year ended31December2010. financial the of respect in tax) income Malaysian and Auditorsthereon. Directors the of Reports the and 2010 December Financial Statements for the financial year ended 31 Permata Room 3, Level B2, The Puteri Pacific Hotel Johor Bahru, Jalan Abdullah Ibrahim, 80000 Bilik Permata 3, Aras B2, Hotel Puteri Pacific Johor Bahru, Jalan Abdullah Ibrahim, Abdullah Jalan Bahru, Johor Pacific Puteri Hotel B2, Aras 3, Permata Bilik Resolution 7 Resolution 6 Resolution 5 Resolution 4 Resolution 2 Resolution 1 Resolution 3 . Mlni Tta Ent Yug ag bersetuju yang Young & Ernst Tetuan Melantik 6. bagi Pengarah yuran pembayaran Meluluskan 5. yang Ayub Arshad Seri Dato’ Sri Tan ”Bahawa Menimbang, dan jika dianggap wajar, meluluskan 4. berikut Pengarah-Pengarah semula Melantik 3. kasar 5% sebanyak akhir dividen Meluluskan 2. Penyata dan Laporan meluluskan dan Menerima 1. SEBAGAI URUSAN-URUSANBIASA: (Artikel93) (Artikel87) KamaruzzamanAbuKassim (iii) Dato’IrAbdulHakBinMdAmin (Artikel87) (ii) RozanMohdSaat (i) menggantikan Tetuan KPMG yang akan bersara akan yang TetuanKPMG menggantikan tahun kewangan berakhir 31 Disember 2011 bagi bagi Syarikat Juruaudit sebagai bertindak untuk tahun kewanganberakhir31 Disember2010. datang”. akan yang Tahunan Agung Mesyuarat sehingga tempoh bagi Syarikat Pengarah sebagai semula dilantik tahun, (70) puluh tujuh melebihi berusia Akta Syarikat, 1965: 129(6) Seksyen menurut berikut resolusi yang bersaramengikutTataurusan Syarikat: kewangan berakhir31Disember2010. tahun bagi Malaysia) pendapatan cukai (ditolak Resolusi 1 Pengarah- Laporan Pengarah danJuruauditberkaitandengannya. serta 2010 Disember 31 Kewangan Beraudit bagi tahun kewangan berakhir Resolusi 7 Resolusi 6 Resolusi 5 Resolusi 4 Resolusi 3 Resolusi 2 “THAT, subject always to the Companies Act, 1965 ORDINARY RESOLUTION2 9. “THAT pursuant to Section 132(D) of the Companies ORDINARY RESOLUTION1 8. following Resolutions asOrdinary Resolutions: the pass to fit, thought if and consider,To AS SPECIALBUSINESSES: To transact any other business of which due notice 7. 172(11) Section to pursuant Nomination of Notice Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting (“Act”), the provisions of the Articles of Association MANDATE PROPOSED RENEWAL OF SHARE BUY-BACK Special Businessesbelow) on Notes Explanatory (See issue.” and allotment such for obtained all being relevantregulatorybodies of approval the to always subject being, time the for Company the of capital share issued the of (10%) percent ten exceed not shall issued and that the aggregate number of shares to be allotted always provided fit deem shall discretion absolute their in may, Directors the and as purposes conditions such for and terms such upon persons such to (“AGM”), Meeting General Annual next the of conclusion the until time any at Company the of shares issue and allot to authorised hereby are and be Company the of Directors the 1965, Act, COMPANIES THE ACT, OF 1965 132(D) SECTION TO PURSUANT SHARES ISSUE TO AUTHORITY à >Ê >ÛiÊLiiÊ}ÛiÆ retiring the Auditors, MessrsKPMG. of place in Auditors as appointment for the nomination of Messrs & Ernst Young for the Annual Report) has been received by the Company attached and marked as “Annexureis A” in the 2010 which of copy (a 1965 Act, Companies the of fix theirremuneration. to Directors the authorise to and Meeting General Resolution 9 Resolution 8 “Bahawa menurut Seksyen 132(D) Akta Syarikat Akta 132(D) Seksyen menurut “Bahawa SAHAM MENERBITKAN BIDANGKUASA RESOLUSIBIASA1 8. wajar, meluluskanResolusi-ResolusiBiasaberikut: didapati sekiranya dan mempertimbangkan, Untuk SEBAGAI URUSAN-URUSANKHAS: lain yang Syarikat urusan sebarang Menjalankan 7. Seksyen dengan selaras Pencalonan Notis oa eeagn ai rsnUua Khas Urusan-Urusan Nota- sebagaimana dibawah) bagi (Lihat Keterangan peruntukan demikian.” Nota bagi saham terbitan diperolehi dan berkaitan yang berkuasa pihak-pihak kelulusan kepada sentiasa tertakluk ini, ketika buat diterbitkan yang Syarikat saham modal melebihi daripada (10%) tidak peratus sepuluh diterbitkan akan yang dan saham diperuntukkan syarat bilangan dengan agregat wajar bahawa fikirkan mereka, budibicara mutlak mengikut mungkin, Pengarah para sebagaimana tertentu tujuan-tujuan untuk dan sesiapa kepada mengikut terma-terma dan syarat-syarat tertentu datang, akan yang Tahunan dan Agung Mesyuarat penutup sehingga masa memperuntukkan bila bila- pada untuk Syarikat saham-saham menerbitkan kuasa Pengarah para ini diberi dengan dan adalah 1965, AKTA 132(D) SEKSYEN SYARIKAT, 1965 MENURUT di mananotisyangsewajarnyatelahdiberi. menggantikan Tetuan KPMGyangakanbersara. bagi Juruaudit pelantikan telah untuk Young & 2010) Ernst Tetuan pencalonan Tahunan bagi Syarikat Laporan oleh diterima dalam di A” notis ”Annexure sebagai (sesalinan dinyatakan dan 1965 dilampirkan Syarikat, Akta 172(11) untuk menetapkanbayaranmereka. datang Pengarah-pengarah kepada kuasa memberi dan akan yang Tahunan Agung penutupan Mesyuarat sehingga jawatan memegang dari Resolusi 9 Resolusi 8
SINDORA BERHAD 2010 - 277 SINDORA BERHAD 2010 - 278 Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting h atoiy ofre b this by conferred authority the THAT AND that: expedient in the interests of the Company provided and fit deem may Directors the as terms conditions and such to upon Securities time Bursa from through Company time the of Directors the by determined be may as (“Shares”) Company the in to purchase its own ordinary share of RM1.00 each law,by permitted extent the to authorised, hereby Malaysia any is and be Company and the Bursa authorities, relevant other Securities”) (“Bursa of Berhad Securities Requirements”) Requirements Listing the (“Listing and Company the of resolution shallcontinuetobeinforce until: and/or Securities Bursa of subsequently cancelled. rules relevant the with accordance in and/ market open the shareholders in resold Company’sor the as distributed to be dividend may shares treasury the and b h mxmm ud o e loae b the by allocated be to fund maximum (b) The (a) The maximum number of Shares which may be a h cnlso o te et G o the of AGM next the of conclusion (a) the the by purchase the of completion (c) Upon Ì iÊà >ÀiÊ«ÀiÕÊ>VVÕÌÊvÊÌ iÊ «>ÞÆÊ its Shares shall purchasing not exceed of the retained purpose profits the and for Company ÀiµÕÀiiÌÊvÊÌ iÊ ÃÌ}Ê,iµÕÀiiÌÃÆ fall below the applicable minimum share capital not does Company the of capital paid-up and issued restrictionthe the that to subject being time the for Company the of capital share up ten percent (10%) of the total issued and paid- exceed not shall Company the by purchased opn a wih uh eouin was resolution such which at Company discretion inanyofthefollowingmanners: absolute their in bought-back so shares the with deal to authorised Directors are Company the the of Shares, own its of Company and ii rti pr o te hrs o purchased so Shares the of part retain (iii) retain the Shares so purchased (ii) as treasury V>ViÊÌ iÊ- >ÀiÃÊÃÊ«ÕÀV >Ãi`ÆÊÀ ®ÊÊ s rauy hrs n cne the cancel and shares remainder, treasury as à >ÀiÃÊ>`Ê i`ÊLÞÊÌ iÊ «>ÞÆÊÀ a shm ebnaaan oe dibahagikan boleh perbendaharaan saham dan 1965 Syarikat Akta kepada tertakluk “BAHAWA MANDAT PEMBAHARUAN CADANGAN RESOLUSIBIASA2 9. c eea slsi ebla Shm oleh Saham pembelian selesai (c) Selepas diperuntukan yang dana maksima (b) Jumlah yang Saham bilangan maksima (a) Bilangan eaa dvdn eaa pemegang-pemegang kepada dividen sebagai dengan syarat: Syarikat kepentingan Pengarah untuk terma-terma wajar para beranggapan mana yang berdasarkan syarat-syarat dan Securities Bursa melalui kesemasa masa dari Pengarah para oleh ditentukan akan yang sebagaimana (“Saham”) Syarikat dalam di sesaham RM1.00 tara bernilai oleh biasanya saham membeli untuk undang-undang dibenarkan yang tahap ini pada dengan diberikuasa Syarikat berkaitan, yang pihak berkuasa lain-lain dan Securities”) (“Bursa Berhad Securities Malaysia Bursa oleh Penyenaraian”) Syarikat dan Syarat-syarat Penyenaraian (“Syarat Tataurusanoleh peruntukan-peruntukan (“Akta”), PEMBELIAN-BALIK SAHAM ii sma sbhga Shm ag dibeli yang Saham sebahagian simpan (iii) sebagai dibeli yang Saham simpan (ii) batalkanSahamyangdibeli;atau (i) mereka mutlak dengan mana-manacaraberikut: adalah kuasa menurut balik dibeli Pengarah-pengarah diberikuasa untuk menguruskan Saham yang Syarikat, saham Syarikat;dan premium akaun dan jumlah terkumpul keuntungan daripada melebihi tidak hendaklah Saham pembelian tujuan bagi Syarikat oleh daripada Syarat Penyenaraian; kurang bawah di Syarikat tidak modal minima keperluan adalah berbayar Syarikat dan diterbitkan yang modal had Syarikat pada bila-bila masa tertakluk kepada berbayar dan diterbitkan modal jumlah dari (10%) peratus sepuluh melebihi tidak dibeli eaa shm ebnaaan dan sebahagian lagidibatalkan. perbendaharaan saham sebagai oleh Syarikat;atau dipegang dan perbendaharaan saham “THAT authority be and is hereby given in line with line in herebygiven “THATis and be authority SHAREHOLDERS’ OF RENEWAL PROPOSED ORDINARY RESOLUTION3 10. hereby is and be authority THAT AND Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting o Rcret eae Pry rnatos of Transactions Party mandate Trading Related or aforesaidRevenue the shareholders’ of any naturefor new Recurrent for for seek to and or any of them, to renew the shareholders’ mandate Company,the for Securities, Bursa subsidiaries its the of Requirements Listing the of 10.09 Chapter SHAREHOLDERS’ MANDATE”) (“PROPOSED NATURE TRADING OR SHAREHOLDERS’ REVENUE OF TRANSACTIONS NEW MANDATE FOR AND RECURRENT RELATED PARTY MANDATE Resolution 10 Explanatory NotesonSpecialBusinessesbelow) Bursa by issued relevantother any and Securities (See authorities.” guidelines the and Company the of Association of Articles and Memorandum the of provisions the Act, the with accordance in thereafterthings and acts such all do to power full may be imposed by the relevant authorities and with as amendments and/or modifications, conditions, Buy-Back Mandate with full power to assent to any Share of Renewal Proposed the to effect full give Depositories) Act, 1991) to implement, finalise and (Central Industry Securities the under account(s) depository central of maintaining and opening the are as steps such all necessary or take expedient (including to without limitation, Company the of unconditionally and generally given to the Directors whichever isearlier. by passed resolution a by varied or revoked (c) the which within period the of expiration (b) the meeting, general in Company the of shareholders the ÌÊ-iVÌÊ£{ÎÓ®ÊvÊÌ iÊVÌ®ÆÊÀ to such extension as may be allowed pursuant Section 143(1)oftheAct(butshallnotextend next AGM is required to be held pursuant to iiÌ}]ÊÌ iÊ>ÕÌ ÀÌÞÊÃÊÀiiÜi`ÆÊÀ general a at unless passed resolution ordinary an lapse, by shall it time which at passed, oleh diberikan yang kuasa BAHAWA DAN oa eeagn ai rsnUua Khas Urusan-Urusan sebagaimana dibawah) bagi Keterangan Nota lain pihak-pihak berkuasa berkaitan.” (Lihat Nota- lain- dan Securities Bursa oleh dikeluarkan yang Tataujud dan Tataurusan Akta, Syarikat, garis panduan peruntukan-peruntukan menurut perkara dan tindakan semua melaksanakan untuk penuh diberikuasa dan berkaitan berkuasa pihak-pihak dan/ atau perubahan-perubahan yang ditetapkan oleh pembetulan-pembetulan, sebarang syarat-syarat, kepada persetujuan Mandat memberi penuh untuk kuasa Pembaharuan dengan penuh Saham Pembelian-Balik Cadangan kesan memberi Sekuriti kepada dan Industri menyelesaikan Akta bawah (Depositari Berpusat) 1991) untuk melaksanakan, di depositari berpusat (akuan-akaun) akaun mengekalkan dan membuka untuk terhad tidak dan (termasuk berpatutan dan perlu yang perkara-perkara dan diberikuasa tindakan-tindakan semua umum melaksanakan ini secara untuk dan dengan syarat Pengarah tanpa para BAHAWA DAN yang manalebihawal. yang resolusi melalui diubah (c) atau dibatalkan Agung Mesyuarat mana di tempoh (b) tamat Syarikat Tahunan Agung Mesyuarat (a) selesai resolusi iniakanberkuatkuasasehingga: seterusnya dan/atau Securities dibatalkan. Bursa dari berkaitan yang undang-undang menurut terbuka pasaran di balik dijual dan/atau Syarikat saham dalam mesyuaratagung, Syarikat saham pemegang oleh diluluskan Akta tersebut);atau (2) (tetapi 143 Seksyen menurut dibenarkan tersebut seperti yang dilanjutkan Akta boleh tidak (1) lanjutannya 143 Seksyen menurut diadakan akan berikutnya Tahunan tersebut akandiperbaharui;atau yang biasa kuasa agung, mesyuarat dalam di diluluskan tersebut resolusi akan dengan kecuali tersebut resolusi luput kuasa mana mana di diluluskan, di berikutnya Resolusi 10
SINDORA BERHAD 2010 - 279 SINDORA BERHAD 2010 - 280 Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting Ü V iÛiÀÊÃÊi>ÀiÀÆ Ê AND THAT the authority conferred by this resolution c eoe o vre b a eouin asd by passed resolution a by varied or (c) revoked the which within period the of expiration the (b) (a) the conclusion of the next AGM of the Company «Vw` iÕÀÊ,Ì` >ÌÊ/À>Ã>VÌÃÆÊ *>ÀÌÞÊ ,i>Ìi`Ê ,iVÕÀÀiÌÊ Ã«iVwi`Ê the to effect give to and into enter to companies r eesr o gv efc t te Proposed the on SpecialBusinessesbelow) Notes to Explanatory effect (See Mandate.” give Shareholder’ or necessary or expedient consider may they as required) be may as documents such all executing (including things and acts such all do and complete to authorised THAT AND shall continuetobeinforce until: à >Ài `iÀÃÊvÊÌ iÊ «>ÞÆÊ>` to the public and are not detrimental to the minority normal available on generally those which and terms commercial basis length arm’s an on made subsidiaries, its and/or Company of the of course business ordinary the within subsidiaries, its or and/ Company the of operations day-to-day the revenuenature,trading areor whichfor necessary the Circular, provided that such transactions are of in described as Parties Related the with Circular”) (“the 2011 May 31 dated Shareholders to Circular the in out set are which of particulars the with all iiÌ}Æ general a at Company the of shareholders the to pursuant -iVÌÊ£{ÎÓ®ÊvÊÌ iÊ «>iÃÊVÌ®ÆÊÀ allowed be may as extensions such to extent not shall (but Act Companies the of 143(1) Section to pursuant held be to next AGM after the date that is required by law ÀiiÜi`ÆÊÀ resolution ordinaryis authority such meeting, general a at passed an by unless lapse shall following this AGM, at which time the authority h Drcos f h Cmay be Company the of Directors the Resolution 11 “BAHAWA dengan ini kuasa diberi selaras dengan MANDAT PEMBAHARUAN CADANGAN RESOLUSIBIASA3 10. b aa tmo d mn Msurt Agung Mesyuarat mana di tempoh (b) tamat Syarikat Tahunan Agung Mesyuarat (a) selesai resolusi iniakanberkuatkuasasehingga: BAHAWA DAN saham minoritiSyarikat. pemegang merugikan tidak dan awam kepada disediakan kebiasaannya yang komersial terma terma- menurut dan kesaksamaan berdasarkan dibuat syarikatnya, anak-anak dan/atau Syarikat biasa bisnes anak- urusan dalam di dan/atau syarikatnya, anak Syarikat adalah harian operasi untuk tersebut berunsur pendapatan atau dagangan, transaksi-transaksi yang perlu yang syarat seperti dengan tersebut Pekeliling berkaitan dalam di diterangkan tersebut”) pihak-pihak (“Pekeliling 2011 dengan Mei 31 bertarikh dalam PekelilingkepadaParaPemegangSaham mana di tersebut; butiran yang berkaitan seperti yang dinyatakan di Berkaitan Pihak Berulang bagi memberikan efek ke atas Uruniaga Transaksi dan mengadakan untuk berkaitan mana-mana yang syarikat bagi berunsurkan dagangan yang atau pendapatan Berkaitan Transaksi Pihak Urusniaga Berulang bagi saham pemegang mandat memperbaharui untuk mereka kalangan di sesiapa atau syarikatnya anak-anak Syarikat, untuk Penyenaraian”), Bursa (“Syarat-syarat Securities Penyenaraian Syarat-syarat 10.09 Bab PENDAPATAN PEMEGANG SAHAM”) MANDAT (“CADANGAN BERUNSURKAN DAGANGAN ATAU YANG BERKAITAN PIHAK DENGAN BERULANG TRANSAKSI UNTUK SAHAM PEMEGANG BARU MANDAT DAN SAHAM PEMEGANG ag ieakn euu Skyn 143(2) Seksyen (tetapi menurut dibenarkan tersebut seperti yang dilanjutkan Akta boleh tidak 143(1) lanjutannya Seksyen menurut diadakan akan berikutnya Tahunan tersebut akandiperbaharui; atau kuasa agung, mesyuarat dalam di diluluskan Agung akan luput kecuali dengan tersebut satu Mesyuarat resolusi biasa yang kuasa mana di ini, Tahunan selepas berikutnya us yn dbrkn oleh diberikan yang kuasa Dated: 31MAY 2011 Venue: JOHOR BAHRU Secretaries HANA BINTIAB.RAHIM(LS0005694) JAMALLUDIN BINKALAM(LS0002710) SINDORA BERHAD By Order oftheBoard cum a on Securities Bursa the on bought Shares b. securities depositor’s the into transferred Shares a. respectof: in only entitlement for qualify a shall THAT depositor GIVEN HEREBY ALSO IS NOTICE Further, 30 June2011. on p.m. 5.00 at business of close the at Johor Bahru, Johor 80000 Trus, Jalan 65 Ansar, Menara 12, Level 12B, Suite Bhd, Sdn Services Management Corporate Pro Registrars, the with Company the of Members of August 2011 to shareholders registered in the Register 5 on payable Company the of capital share ordinary issued entitled the on 2010 December 31 ended year financial the of respect in tax) income Malaysian (less gross 5% of dividend final THATa GIVEN NOTICE HEREBY IS above, 2 Resolution of approval to Subject AND ENTITLEMENT DIVIDEND PAYMENT NO.28 OF NOTICE Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting nilmn bss codn t te ue o the of Bursa Securities. Rules the to according basis entitlement ÀiëiVÌÊvÊÀ`>ÀÞÊÌÀ>ÃviÀÃÆ in 2011 June 30 on p.m. 4.00 before accounts . Shmshm ag iei i us Securities Bursa di dibeli yang Saham-saham b. Saham-saham yang dipindah milik kepada akaun a. hanya dalamkeadaan-keadaanberikut: dividen hak untuk berkelayakan adalah pendeposit DENGAN INI SELANJUTNYA DIBERITAHU BAHAWA jam 5.00petangpada30Jun2011. pada urusniaga penutupan pada Johor Bahru, Johor 12B, Tingkat 12, Menara Ansar, 65 Jalan Trus, 80000 Pro Corporate Management Services Sdn Bhd, Suite Syarikat, Pemegang Saham Pendaftar Daftar dengan Syarikat Saham di berdaftar saham pemegang akan dibayar pada 5 Ogos 2011 kepada pemegang- pendapatan cukai atas saham-saham biasa Syarikat yang berkelayakan (ditolak ke 2010 Disember 31 berakhir tahun bagi kasar Malaysia) atas, 5% di akhir sebanyak dividen 2 BAHAWA DIBERITAHU Resolusi INI DENGAN kelulusan kepada Tertakluk PEMBAYARAN DAN DIVIDEN NO.28 KELAYAKAN NOTIS yang manalebihawal. yang resolusi melalui diubah (c) atau dibatalkan ag eklykn edsra kepada berdasarkan berkelayakan peraturan yang ditetapkan oleh Bursa Securities. yang pindah dengan berkaitan milik-pindah milikbiasa; 2011 Jun 30 petang 4.00 pada jam sebelum pendeposit sekuriti Urusan Khassebagaimanadibawah) Urusan- bagi Keterangan Nota Pemegang (Lihat Mandat Saham.” Cadangan kepada kesan sebagaimana dokumen memberi untuk perlu atau sesuai fikirkan mereka diperlukan) semua yang sebagaimana melaksanakan perkara dan (termasuk tindakan semua melakukan dan menyelesaikan untuk diberikuasa ini dengan dan adalah Syarikat Pengarah para BAHAWA DAN dalam mesyuaratagung; Syarikat saham pemegang oleh diluluskan Akta tersebut);atau Resolusi 11
SINDORA BERHAD 2010 - 281 SINDORA BERHAD 2010 - 282 commercial terms that are not favourable to the Related normal on based are and Group the of operations day this Annual Report, which are with necessary for the together day-to- circulated Circular the of 2.2.4 Section in areout which set of particulars Parties, Related with subsidiaries to enter into arrangements or transactions is passed, unlisted its if and/or Company the authorise to proposed,primarily 3 Resolution Ordinary The Resolution 11 market. passed, surplus its if financial of resources to purchase any its own shares from utilise proposed, the to Company the 2 enable will Resolution Ordinary The Resolution 10 capital and/or acquisitions. working project(s), investment future funding of purpose for shares, of placing further but to limited not including activities, raising fund Company possible the any to for flexibility provide will authority The utilisation ofproceeds arisingfrom suchissue. will Company make an announcement in respect of the purpose and the obtained, is mandate general the after shares new issue to decision a be should there If At shares. new issue to decision no Act. is therejuncture, this the of 132D Section under Company the by sharesof issuance for mandate general the renewalof a is proposed 1 Resolution Ordinary The notice. of this date the at as obtained mandate this to pursuant (“the Act”). The Company did not issue any new shares pursuant to Section 132D of the Companies Act, shareholders’1965 its obtained 2010, approval for the general June mandate for issuance of 21 shares on held The Company had, at the 37th Annual General Meeting Meeting oftheCompany. by the shareholders, expires at the next Annual General revoked otherwise unless will, authority The meeting. general of a convene interest to need the the without Company in the such justified for considers it and as time any purposes at shares allot and issue to is passed, Directors of Board the if empower to intended proposed,primarily SPECIAL 1 Resolution Ordinary The ON Resolution 9 NOTES BUSINESSES: EXPLANATORY Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting easnkn eaag eugia aktiviti kemungkinan sebarang melaksanakan Syarikat membenarkan akan diberikan yang Kuasa yang perolehan penggunaan dijana daripadaterbitansaham-saham tersebut. dan tujuan dengan Syarikat akan membuat diperolehi, pengumuman yang berkaitan am bidangkuasa daripada selepas baru Sekiranya saham-saham menerbitkan untuk diambil keputusan baru. dibuat saham-saham keputusan menerbitkan sebarang untuk tiada ini, masa Pada saham-saham Syarikat menurut Seksyen 132D Akta. menerbitkan am bidangkuasa adah kepada pembaharuan dicadangkan yang 1 Biasa Resolusi ini. notis baru saham-saham sebagaimana sebarang bidangkuasa yang diperolehi pada menerbitkan tarikh tidak (”Akta”). Sehingga saham- tarikh notis ini dikeluarkan, Syarikat 1965 menerbitkan Syarikat, Akta 132D Seksyen bagi menurut saham am bidangkuasa bagi telah 2010 Jun 21 memperolehi kelulusan pada pemegang-pemegang saham ke diadakan telah kali yang Tahunan 37 Agung Mesyuarat pada Syarikat oleh parapemegangsaham. dibatalkan jika kecuali datang akan Tahunan Agung Mesyuarat pada berakhir akan ini kepentingan Kuasa luarbiasa. memperuntukkan untuk agung mesyuarat mengadakan perlu perlu tanpa Syarikat dan apabila saham-saham menerbitkan Lembaga sekiranya membolehkan dicadangkan, Pengarah untuk yang adalah 1 diluluskan Biasa Resolusi Resolusi 9 KHAS: URUSAN-URUSAN BAGI KETERANGAN NOTA Tarikh: 31MEI2011 Tempat: JOHORBAHRU Setiausaha-Setiausaha HANA BINTIAB.RAHIM(LS0005694) JAMALLUDIN BINKALAM(LS0002710) SINDORA BERHAD Dengan PerintahLembagaPengarah . Te ntuet ponig poy ut be must proxy a appointing instrument The 3. be shall proxy a appointing instrument The 2. this at vote and attend to entitled member A 1. Notes: Parties thanthosegenerallymadetothepublic. Notis MesyuaratAgungTahunan Notice ofAnnualGeneralMeeting holding the meeting or any adjournment thereof.holding themeetingoranyadjournment than less not forty eight (48) hours before the time appointed Johor for Bahru, Johor 80000 Trus, Jalan 65 Ansar, Menara 12, Level 12B, Suite at deposited at the Registered Office of the Company, shareholdings toberepresented byeachproxy. invalid his/her be of proportion the appoints shall specifies he/she unless appointment member the a proxies, two Where authorised. duly attorney its of hand the under or seal common its the if or under either Corporation/Company a or is writing appointer in appointer authorised the duly of attorney hand his the under writing in a be member oftheCompany. not need but may proxy A him. vote of and instead proxy a appoint to entitled is meeting . Suratcara perlantikan proksi hendaklah sampai di 3. dibuat hendaklah proksi perlantikan Suratcara 2. dan menghadiri berhak yang ahli Seorang 1. Nota-Nota: dari berkaitan yang adapadaumumnyadisediakanuntukawam. pihak-pihak kepada memihak lebih berdasarkan yang dan tidak yang lazim yang komersial terma-terma kepada Kumpulan harian operasi mana Tahunanuntuk Laporan perlu dengan yang sama ini, yang bersama- diedarkan yang di tersebut Pekeliling 2.2.4 dalam Berkaitan, Seksyen dalam di transaksi-transaksi diterangkan syarikat-syarikat butirannya Pihak-Pihak atau dengan dan/atau penentuan-penentuan membuat untuk tersenarai Syarikat tidak yang subsidiarinya kuasa memberi sekiranya untuk dicadangkan, kepada khusus yang adalah 3 diluluskan, Biasa Resolusi Resolusi 11 lebihan sumber pasaran. dari mana-mana saham-sahamnya membeli untuk Syarikat kewangannya membolehkan sekiranya untuk menggunakan dicadangkan, yang adalah 2 diluluskan, Biasa Resolusi Resolusi 10 tujuan bagi modal kerjadan/ataupengambilalihan. datang, akan saham-saham, projek-projek pelaburan pembiayaan penjualan terhad tidak kepada tetapi termasuk dana, meningkatkan 4) a sblm eyaa dttpa atau ditetapkan sebarang mesyuarat penangguhannya. mesyuarat sebelum jam (48) lapan puluh empat dari lewat tidak Johor Bahru, Johor 80000 Trus, Jalan Ansar,65 Menara 12, Tingkat 12B, Suite di Syarikat, Berdaftar Pejabat bilangan dinyatakan setelah saham yangakandiwakiliolehmereka. melainkan sah sebagai diterima akan tidak tersebut perlantikan proksi, orang mestilah dua melantik Ahli seorang Apabila Syarikat atau di dalam bidang kuasa wakil suratcara Perbadanan/ mutlak. meterai bawah di disempurnakan Perbadanan/Syarikat sebuah adalah pelantik jika atau mutlak berkuasa yang wakil atau pelantik oleh bertulis secara ahli syarikat. pihak bagi menghadiri dirinya. Seorang proksi tidak semestinya seorang untuk proksi seorang melantik berhak ini Mesyuarat dalam mengundi
SINDORA BERHAD 2010 - 283 SINDORA BERHAD 2010 - 284 . The total number of the Board of Directors’ Meeting 2. Thirty the at re-election for standing Directors 1. BURSA OF OF 8.27(2) REQUIREMENTS SECURITIES) PARAGRAPH LISTING THE TO (PURSUANT Penyata BersamaNotisMesyuaratAgungTahunan of AnnualGeneralMeeting Statement AccompanyingtheNotice h pols f h Drcos tnig o re- for standing Directors the of profiles The Section129(6), CompaniesAct,1965 (Article93) Tan SriDato’SeriArshadAyub(iv) (Article87) KamaruzzamanAbuKassim (iii) Dato’IrAbdulHakBinMdAmin (Article87) (ii) RozanMohdSa’at (i) 2010 isfour(4). held during the financial year ended 31 December the of Meeting General Company are asfollows: Annual (38th) Eighth election are onpages100to105. Resolution 6 Resolution 5 Resolution 4 Resolution 3 . iagn eyaa Lmaa egrh yang Pengarah Lembaga Mesyuarat Bilangan 2. untuk diri menawarkan yang Pengarah PERUNTUKAN SYARAT-SYARAT Para 1. 8.27(2) DENGAN PENYENARAIAN BURSASECURITIES) PERENGGAN (SELARAS rfi pr Pnaa yn menawarkan yang Pengarah para Profil (Seksyen 129(6), AktaSyarikat,1965) (Artikel93) Tan(iv) SriDato’SeriArshadAyub (Artikel87) KamaruzzamanAbuKassim (iii) Dato’IrAbdulHakBinMdAmin (Artikel87) (ii) RozanMohdSa’at (i) idkn aa au kwna brki 31 berakhir kewangan Disember 2010adalahempat(4). tahun pada diadakan seperti berikut: adalah Syarikat (38) Lapan Puluh Tiga ke yang Tahunan Agung Mesyuarat pada semula dipilih uaua 0 iga15 di seperti adalah mukasurat 100hingga105. semula dipilih untuk diri Resolusi 6 Resolusi 5 Resolusi 4 Resolusi 3 Proxy Form
* I / We (FULL NAME IN CAPITAL LETTERS) of (ADDRESS) being * a member / members of SINDORA BERHAD, hereby appoint the * Chairman of the meeting or
(FULL NAME) of or failing him/ her (FULL NAME) of as *my/our Proxy to attend and vote for *me/us and on *my/our behalf at the Thirty Eighth (38th) Annual General Meeting of the Company to be held on Wednesday, 22 June 2011 at 12.00 noon or at any adjournment thereof.
Should you desire to direct your Proxy how to vote on the Resolutions set out in the Notice of Meeting and as summarised below, please indicate with an “X” in the appropriate space. If no specific direction as to voting is given, the Proxy will vote or abstain at his/her discretion.
RESOLUTION FOR AGAINST 1. To receive and adopt the Report and the Audited Financial (Resolution 1) Statements 2. To approve the final dividend (Resolution 2) 3. To re-elect Director : i. Rozan Mohd Sa’at (Resolution 3) ii. Dato’ Ir Abdul Hak Bin Md Amin (Resolution 4) iii. Kamaruzzaman Abu Kassim (Resolution 5) iv. Tan Sri Dato’ Seri Arshad Ayub (Resolution 6) 4. To approve Directors’ Fees (Resolution 7) 5. To appoint Messrs Ernst & Young as the Company’s Auditors in place of the retiring Auditors, Messrs KPMG and to authorise the Directors to determine their remuneration (Resolution 8) 6. To approve issuance of shares (Resolution 9) 7. To approve proposed renewal of share buy-back mandate (Resolution 10) 8. To approve proposed shareholders’ mandate (Resolution 11)
(*) Delete where inapplicable.
Number of Shares held (units)
Signed this day of 2011 Signature of Shareholder(s) / Common Seal of Appointer Notes: - 1. A Member entitled to attend and vote at this meeting, is entitled to appoint a proxy and vote instead of him. A proxy may but need not be a Member of the Company. 2. 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/Company either under seal or in some other manner approved by its Board of Directors. Where a member appoints two proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy. 3. The instrument appointing a proxy must be deposited at the registered office of the Company, at Suite 12B, Level 12, Menara Ansar, 65 Jalan Trus, 80000 Johor Bahru, Johor not less than forty eight (48) hours before the time appointed for holding the meeting or any adjournment thereof. fold here
Affix Stamp Here
SINDORA BERHAD Suite 12B, Level 12, Menara Ansar 65 Jalan Trus 80000 Johor Bahru Johor, Malaysia
fold here Borang Proksi
:H`H2HTP 5(4(7,5
ZLIHNHPHOSPHOSPHOSPZ`HYPRH[:05+69(),9/(+KLUNHUPUPTLSHU[PR7LUNLY\ZP4LZ`\HYH[H[H\
5(4(7,5
5(4(7,5
ZLIHNHP7YVRZPZH`HRHTP\U[\RTLUNOHKPYPKHUTLUN\UKPTLUNPR\[HYHOHU`HUN[LY[LU[\KPH[HZYLZVS\ZPYLZVS\ZPIHNP WPOHRZH`HRHTPKPKHSHT4LZ`\HYH[(N\UN;HO\UHU@HUN2L;PNH7\S\O3HWHU `HUNHRHUKPHKHRHUWHKHOHYP 9HI\1\UQHT[LUNHOHYPKHUZLIHYHUNTLZ`\HYH[WLUHUNN\OHUU`H
1PRHHUKHPUNPUTLUNHYHORHU7YVRZPHUKHTLUNPR\[HYHOHU`HUN[LY[LU[\KPH[HZYLZVS\ZPYLZVS\ZP`HUN[LYJH[H[KPKHSHT 5V[PZ4LZ`\HYH[[HUKHRHU¸?¹KP[LTWH[`HUNILYRLUHHU1PRHHYHOHU[LY[LU[\[PKHRKPILYP7YVRZP:`HYPRH[HUKHHRHU TLUN\UKPTLUNPR\[I\KPIPJHYHU`HZLUKPYP
5(62/86, 0(1<2.21* 0(1(17$1* 4LULYPTHKHUTLS\S\ZRHU3HWVYHUKHU7LU`H[H2L^HUNHU)LYH\KP[ 9LZVS\ZP 4LS\S\ZRHUKP]PKLUHROPY 9LZVS\ZP 4LSHU[PRZLT\SH7LUNHYHOWLUNHYHOILYPR\[! P 9VaHU4VOK:H»H[ 9LZVS\ZP PP +H[V»0Y(IK\S/HR)PU4K(TPU 9LZVS\ZP PPP 2HTHY\aaHTHU(I\2HZZPT 9LZVS\ZP P];HU:YP+H[V»:LYP(YZOHK(`\I 9LZVS\ZP 4LS\S\ZRHU@\YHU7LUNHYHO 9LZVS\ZP 4LSHU[PRZLT\SH;L[\HU,YUZ[ @V\UNZLIHNHP1\Y\H\KP[ :`HYPRH[IHNPTLUNNHU[PRHU;L[\HU274.`HUNHRHUILYZHYH ZLIHNHP1\Y\H\KP[KHUTLTILYPR\HZHRLWHKH7LUNHYHO WLUNHYHO\U[\RTLUL[HWRHUIH`HYHUTLYLRH 9LZVS\ZP 4LS\S\ZRHU)PKHUNR\HZH\U[\RTLULYIP[RHUZHOHT 9LZVS\ZP 4LS\S\ZRHUJHKHUNHUWLTIHOHY\HUTHUKH[WLTILSPHUIHSPR:HOHT 9LZVS\ZP 4LS\S\ZRHUJHKHUNHUTHUKH[WHYHWLTLNHUNZHOHT 9LZVS\ZP 7V[VUN`HUN[PKHRILYRLUHHU
%LODQJDQ6DKDP XQLW
+P[HUKH[HUNHUPWHKHOHYPI\SHU ;HUKH[HUNHU7LTLNHUN:HOHT *VW4VOVY7LSHU[PR 56;(! :LVYHUN(OSP`HUNILYOHRTLUNOHKPYPKHUTLUN\UKPKHSHT4LZ`\HYH[PUPILYOHRTLSHU[PRZLVYHUNWYVRZP\U[\RTLUNOHKPYPIHNPWPOHRKPYPU`H:LVYHUN7YVRZP :`HYPRH[[PKHRZLTLZ[PU`HZLVYHUN(OSP:`HYPRH[ :\YH[JHYH WLYSHU[PRHU WYVRZP OLUKHRSHO KPI\H[ ZLJHYH ILY[\SSPZ VSLO WLSHU[PR H[H\ ^HRPS T\[SHR `HUN ILYR\HZH H[H\ QPRH WLSHU[PR HKHSHO ZLI\HO 7LYIHKHUHU:`HYPRH[Z\YH[JHYHTLZ[PSHOKPZLTW\YUHRHUKPIH^HOTL[LYP7LYIHKHUHU:`HYPRH[H[H\SHPUSHPUJHYH`HUNKPS\S\ZRHUVSLO3LTIHNH7LUNHYHO (WHIPSHZLVYHUN(OSPTLSHU[PRK\HVYHUNWYVRZPWLYSHU[PRHU[LYZLI\[[PKHRHRHUKP[LYPTHZLIHNHPZHOTLSHPURHUZL[LSHOKPU`H[HRHUIPSHUNHUZHOHT`HUNHRHU KP^HRPSPVSLOTLYLRH :\YH[JHYHWLYSHU[PRHUWYVRZPOLUKHRSHOZHTWHPKP7LQHIH[)LYKHM[HY:`HYPRH[KP:\P[L);PUNRH[4LUHYH(UZHY 1HSHU;Y\Z 1VOVY)HOY\1VOVY [PKHRSL^H[KHYPLTWH[W\S\OSHWHU QHTZLILS\T4LZ`\HYH[KP[L[HWRHUH[H\ZLIHYHUNTLZ`\HYH[WLUHUNN\OHUU`H lipat di sini
Lekatkan Setem Di Sini
SINDORA BERHAD Suite 12B, Aras 12, Menara Ansar 65 Jalan Trus 80000 Johor Bahru Johor, Malaysia
lipat di sini