14 D i rectors’ Report 19 Statement by Dire c t o r s 19 S t a t u t o ry Declaration 20 R e p o rt of the Auditors to the Members 21 Balance Sheets 22 P rofit and Loss Accounts 23 Cash Flow Statement 24 Notes to the Accounts Directors’ Report The Directors have pleasure in presenting their report together with the audited accounts of the Group and of the Company for the year ended 31 December 1999. PRINCIPAL ACTIVITIES The principal activities of the Company are that of manufacturing and distribution of tin cans. The principal activities of the Group include the manufacturing and distribution of tin cans, 2-piece aluminium beverage cans, polyethelene terephalate products and corrugated fibreboard cartons, provision of engineering services, letting of property and provision of share registration and management services. There have been no significant changes in the nature of these activities during the year. RESULTS Group Company RM'000 RM'000 Profit before taxation 52,607 43,672 Taxation (45) (2,568) Profit after taxation 52,562 41,104 Minority interest 2,112 - 54,674 41,104 Less : Dividends - Interim dividend paid (5,786) (5,786) - Proposed final and special dividends (17,358) (17,358) Retained profit for the year 31,530 17,960 There were no material transfers to or from reserves or provisions during the year. In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature. DIVIDENDS The dividends paid or declared by the Company since the date of the last report were as follows:- RM'000 In respect of the financial year ended 31 December 1998 as shown in the Directors' Report of that financial year:- Final dividend of 10% and a special dividend of 20%, both tax exempt 17,358 In respect of the financial year ended 31 December 1999:- Interim dividend of 10%, tax exempt 5,786 The Directors now recommend a final dividend of 10%, tax exempt, amounting to RM5,786,000 and a special dividend of 20%, tax exempt, amounting to RM11,572,000 in respect of the current financial year. 14 Directors’ Report (Continued) DIRECTORS The names of the Directors of the Company in office since the date of the last report and at the date of this report are: Y.A.M. Tunku Naquiyuddin Ibni DYMM Tuanku Ja'afar (Appointed on 30.11.99) Y.A.M. Tunku Nadzaruddin Ibni DYMM Tuanku Ja'afar Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah See Teow Chuan Dato' Anthony See Teow Guan See Teow Koon See Tiau Kee See Ean Seng Dato' Gnanalingam s/o Gunanath Lingam (Alternate director to Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah) In accordance with Article 95 of the Company's Articles of Association, Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah and See Ean Seng retire by rotation and, being eligible, offer themselves for re-election. In accordance with Article 108 of the Company's Articles of Association, Y.A.M. Tunku Naquiyuddin Ibni DYMM Tuanku Ja'afar retires by rotation and, being eligible, offer himself for re-election. DIRECTORS' BENEFITS Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company is a party, whereby Directors might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive any benefits (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors shown in the accounts or the fixed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any 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 required to be disclosed by Section 169(8) of the Companies Act, 1965. DIRECTORS' INTEREST IN SHARES The following Directors who held office at the end of the financial year had, according to the register required to be kept under Section 134 of the Companies Act, 1965, an interest in shares and debentures of the Company and its related corporations, as stated below : Number of ordinary shares of RM0.50 each At At The Company 1.1.99 Bought Sold 31.12.99 Y.A.M. Tunku Naquiyuddin 9,750 -- 9,750 Ibni DYMM Tuanku Ja'afar * 70,000 --* 70,000 Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah 498,755 -- 498,755 15 Directors’ Report (Continued) DIRECTORS' INTEREST IN SHARES (Continued) Number of ordinary shares of RM0.50 each At At The Company (Continued) 1.1.99 Bought Sold 31.12.99 Mr. See Teow Chuan 95,309 95,000 - 190,309 * 42,741,276 --* 42,741,276 Dato' Anthony See Teow Guan 50,470 -- 50,470 * 42,941,276 --* 42,941,276 Mr. See Teow Koon 15,744 -- 15,744 * 42,851,746 --* 42,851,746 Mr. See Ean Seng 42,605 -- 42,605 * 1,453 --* 1,453 Mr. See Tiau Kee * 42,741,276 --* 42,741,276 Dato' Gnanalingam s/o Gunanath Lingam (alternate to Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah) 436,000 - 400,000 36,000 * 1,100,285 300,000 -* 1,400,285 Number of ordinary shares of RM1.00 each At At Subsidiary 1.1.99 Bought Sold 31.12.99 Box-Pak (Malaysia) Berhad Y.A.M. Tunku Naquiyuddin 86,000 -- 86,000 Ibni DYMM Tuanku Ja'afar * 1,680,000 --* 1,680,000 Y.A.M. Tunku Nadzaruddin Ibni DYMM Tuanku Ja'afar 1,573,000 -- 1,573,000 Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah - 10,000 - 10,000 Mr. See Teow Chuan 11,000 -- 11,000 Dato' Anthony See Teow Guan 7,000 -- 7,000 Mr. See Ean Seng - 24,000 - 24,000 * - 34,000 -* 34,000 16 Directors’ Report (Continued) DIRECTORS' INTEREST IN SHARES (Continued) No. of warrants At At The Company 1.1.99 Bought Sold 31.12.99 Y.A.M. Tunku Naquiyuddin Ibni DYMM Tuanku Ja'afar 100 -- 100 Y.A.M. Raja Dato' Seri Ashman Shah Ibni Sultan Azlan Shah 66,500 -- 66,500 Mr. See Teow Chuan 37,000 -- 37,000 * 5,698,835 --* 5,698,835 Dato' Anthony See Teow Guan 25,353 -- 25,353 * 5,698,835 --* 5,698,835 Mr. See Teow Koon 15,353 -- 15,353 * 5,698,835 --* 5,698,835 Mr. See Ean Seng 26,500 -- 26,500 * - 200 -* 200 Mr. See Tiau Kee * 5,698,835 --* 5,698,835 * Denotes indirect interest See Teow Chuan, Dato' Anthony See Teow Guan, See Teow Koon and See Tiau Kee are deemed to have interest in the shares of the subsidiary companies to the extent Kian Joo Can Factory Berhad has an interest by virtue of their interests in the Company as disclosed above. OTHER STATUTORY INFORMATION (a) Before the profit and loss accounts and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps:- (i) to ascertain that proper 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; and (ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business have been written down to an amount which they might be expected so to realise. (b) At the date of this report, the Directors are not aware of any circumstances which would render:- (i) the amount written off for bad debts or the amount of the provision for doubtful debts in the Group and the Company inadequate to any substantial extent; and (ii) the values attributed to current assets in the accounts of the Group and of the Company misleading. 17 Directors’ Report (Continued) OTHER STATUTORY INFORMATION (Continued) (c) 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. (d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or accounts of the Group and of the Company which would render any amount stated in the accounts misleading. (e) As at the date of this report, there does not exist:- (i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or (ii) any contingent liabilities in respect of the Group and of the Company which has arisen since the end of the financial year. (f) In the opinion of the Directors:- (i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Company to meet its obligations as and when they fall due; (ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.