Tanco Holdings Berhad
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ANNUAL b/w 23/5 3/6/02 9:46 AM Page 25 TANCO HOLDINGS Reports & Financial Statements BERHAD 24 - 28 Directors’ Report 29 - 30 Balance Sheets 31 Income Statements 32 Statements of Changes in Equity 33 - 36 Cash Flow Statements 37 - 69 Notes to the Financial Statements 70 Statement by Directors 71 Statutory Declaration 72 - 73 Report of the Auditors 23 ANNUAL b/w 23/5 3/6/02 9:46 AM Page 26 TANCO Directors’ Report HOLDINGS BERHAD for the year ended 31st December 2001 The directors hereby submit their report together with the audited financial statements of the Group and of the Company for the financial year ended 31st December 2001. PRINCIPAL ACTIVITIES The principal activities of the Company consist of investment holding and provision of management services. The principal activities of its subsidiary and associated companies are disclosed in Notes 5 and 6 to the financial statements. There have been no significant changes in the nature of these principal activities during the financial year. RESULTS Group Company RM’000 RM’000 Profit for the year after taxation 676 336 Minority interest (1) - Net profit for the year 675 336 DIVIDEND No dividend was paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the financial year ended 31st December 2001. RESERVES AND PROVISIONS All material transfers to and from reserves and provisions during the financial year have been disclosed in the financial statements. BAD AND DOUBTFUL DEBTS Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts, and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts. At the date of this report, the directors of the Company are not aware of any circumstances that would render the amount written off for bad debts, or the amount of the provision for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent. CURRENT ASSETS Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business, their values as shown in the accounting records of the Group and of the Company had been written down to an amount that they might be expected to realise. At the date of this report, the directors are not aware of any circumstances that would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. 24 ANNUAL b/w 23/5 3/6/02 9:46 AM Page 27 Directors’ Report TANCO HOLDINGS for the year ended 31st December 2001(cont’d) BERHAD VALUATION METHODS At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. CONTINGENT AND OTHER LIABILITIES At the date of this report, there does not exist:- (i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures the liability of any other person, or (ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the financial year, except as stated in Note 31 to the financial statements. No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet its obligations as and when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Group and of the Company, that would render any amount stated in the respective financial statements misleading. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and of the Company for the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made. ISSUE OF SHARES AND DEBENTURES During the financial year, the Company's authorised share capital was increased from RM500,000,000/- to RM1,000,000,000/- by the creation of 500,000,000 new ordinary shares of RM1/- each. During the financial year, 56,737,588 new ordinary shares of RM1/- each were issued by the Company through the settlement of RM80,000,000/- nominal value of 6% Irredeemable Convertible Unsecured Loan Stocks 1997/2002 ("ICULS 1997/2002") at the issue price of RM1.41 per share. 25 ANNUAL b/w 23/5 3/6/02 9:46 AM Page 28 TANCO Directors’ Report HOLDINGS BERHAD for the year ended 31st December 2001(cont’d) DIRECTORS The directors in office since the date of the last report are:- Dato' Ali Bin Hassan Aznan Bin Abdul Aziz Dato' Tan Jing Nam James Wong Kwong Yew Dato' Dr. Mohd. Aminuddin Bin Mohd. Rouse Dato' Dr. Mohd. Noordin Bin Haji Keling Loh Siew Cheang Tan Lee Sing Yong Poi Leong In accordance with Article 101 of the Company's Articles of Association, Aznan Bin Abdul Aziz, Dato' Tan Jing Nam and Tan Lee Sing retire and being eligible, offer themselves for re-election. In accordance with Section 129 of the Companies Act, 1965, Dato' Dr. Mohd. Noordin Bin Haji Keling retires and being eligible, offers himself for re-election. DIRECTORS' INTERESTS According to the Register of Directors' Shareholdings, the interests of those directors who held office at the end of the financial year in shares and ICULS 1997/2002 in the Company and its related corporations during the financial year are as follows:- Number of ordinary shares of RM1/- each At At The Company:- 1.1.2001 Bought Sold 31.12.2001 Tanco Holdings Berhad Aznan Bin Abdul Aziz - direct 6,661,185 16,495,844 - 23,157,029 Dato’ Tan Jing Nam - direct 10,060,000 16,500,100 - 26,560,100 James Wong Kwong Yew - direct 5,000 - - 5,000 - indirect 2,500,000 375,656 - 2,875,656 Dato’ Dr. Mohd. Aminuddin Bin Mohd. Rouse - direct 70,000 - - 70,000 Dato’ Dr. Mohd. Noordin Bin Haji Keling - direct 27,000 4,255 - 31,255 Loh Siew Cheang - indirect 2,500,000 375,656 - 2,875,656 Tan Lee Sing - direct 2,500 - - 2,500 26 ANNUAL b/w 23/5 3/6/02 9:46 AM Page 29 Directors’ Report TANCO HOLDINGS for the year ended 31st December 2001(cont’d) BERHAD Number of ICULS 1997/2002 of RM1/- each At At 1.1.2001 Bought Settled Sold 31.12.2001 Aznan Bin Abdul Aziz - direct 23,259,144 - (23,259,144) - - Dato’ Tan Jing Nam - - direct 23,265,143 - (23,265,143) - - James Wong Kwong Yew - direct 1,000 - - (1,000) - - indirect 529,675 - (529,675) - - Dato’ Dr. Mohd. Noordin - Bin Haji Keling - direct 6,000 - (6,000) - - Loh Siew Cheang - - indirect 529,675 - (529,675) - - Number of ordinary shares of RM1/- each At At 1.1.2001 Bought Sold 31.12.2001 Tanco Enterprise Sdn. Bhd. Aznan Bin Abdul Aziz - direct 15,002 - - 15,002 Dato’ Tan Jing Nam - direct 15,002 - - 15,002 Number of ordinary shares of RM1/- each At At 1.1.2001 Bought Sold 31.12.2001 Medan Melati Sdn. Bhd. Dato’ Dr. Mohd. Aminuddin Bin Mohd. Rouse - direct 200 - - 200 Other than as stated above, none of the other directors in office at the end of the financial year had any interest in shares in the Company and its related corporations during the financial year. By virtue of their interests in the Company, all the directors are also deemed interested in the shares of all the other subsidiary companies to the extent the Company has an interest. 27 ANNUAL b/w 23/5 3/6/02 9:46 AM Page 30 TANCO Directors’ Report HOLDINGS BERHAD for the year ended 31st December (cont’d) DIRECTORS' BENEFITS Since the end of the previous financial year, no director of the Company has received or become entitled to receive any benefits (other than as disclosed in the financial statements) by reason of a contract made by the Company or a related corporation with the director or with a firm of which the director is a member, or with a company in which the director has a substantial financial interest. Neither during nor at the end of the financial year was the Company a party to any arrangement whose object was to enable the directors to acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.