Malaysia Pacific Land Berhad 12200-M
Total Page:16
File Type:pdf, Size:1020Kb
Malaysia Pacific Land Berhad 12200-M Unlocking our hidden POTENTIAL in pursuit of continuous GROWTH Annual Report 2003 EM & J ...we will continue our effort to improve the occupancy rate by focusing on our marketing strategies and approach. Contents Notice of Annual General Meeting 2 Statement Accompanying Notice of Annual General Meeting 3 Corporate Information 4 Board of Directors & Profile 5 Chairman’s Statement 8 Board Audit & Risk Management Committee 11 Corporate Governance 14 Statement on Internal Control 18 Financial Statements 19 Other Information 51 Form of Proxy cover rationale The theme which focuses on a hand holding a key represents the approach MPL carried out throughout its operations and the role our people play. Setting clear and inspiring goals and introducing the necessary changes, we always strive to surpass ourselves to maintain as a trusted partner and acquire an advantage best positioned to weather the regions prevailing economic storm & flourish in the new operating environment that is beginning to emerge. Our top priority is to provide value to our customers and ultimately gain profitable returns to our shareholders.Thus, unlocking the hidden potential of the Group and bringing out new opportunities that are waiting to be explored. Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Thirty-First Annual General Meeting of MALAYSIA PACIFIC LAND BERHAD (the “Company”) will be held at the Theatrette, Level 1,Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur on Tuesday, 23 December 2003 at 10.30 a.m. in order: 1. To receive and consider the audited financial statements together with the reports of the Directors and Auditors thereon for the year ended 30 June 2003. 2. To approve the payment of Directors’ fees of RM90,103 to be divided amongst the Directors in such manner as the Directors may determine. 3. To re-elect Encik Chut Nyak Isham bin Nyak Ariff, YBhg Dato’ Syed Md Amin bin Syed Jan Aljeffri, YBhg Dato’ Teng Poh Foh and YAM Tengku Syarif Temenggung Perlis Syed Amir Abidin Jamalullail, the retiring Directors. 4. To approve the following motion: “THAT YABhg Tun Dato’ Seri Abdul Hamid Omar, a Director who retires in compliance with Section 129 of the Companies Act, 1965, be and is hereby re-elected a Director of the Company to hold office until the conclusion of the next Annual General Meeting.” 5. To re-appoint Messrs Ling Kam Hoong & Co as Auditors of the Company and authorise the Directors to fix their remuneration. 6. As a special business, to consider and, if thought fit, pass the following ordinary motion: Authority to Directors to Issue Shares “THAT pursuant to Section 132D of the Companies Act,1965, the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company." 7. To consider any other business of which due notice shall have been given. By Order of the Board LIM YEW YOKE Company Secretary Kuala Lumpur 1 December 2003 Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to attend and vote in his stead. A proxy need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. A member who is an authorised nominee may appoint not more than two proxies in respect of each securities account it holds. 2. The Form of Proxy must be deposited at the Registered Office of the Company at Level 10, Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur not less than 48 hours before the time and date of the meeting or adjourned meeting. 3. Ordinary Motion on Authority To Directors To Issue Shares The Ordinary Motion, if passed, will give authority to the Directors of the Company to issue ordinary shares of the Company for such purposes as the Directors consider would be in the interest of the Company.This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company. 2 Malaysia Pacific Land Berhad Annual Report 2003 Statement Accompanying Notice of Annual General Meeting (Pursuant to Paragraph 8.28 (2) of the Listing Requirements of the Kuala Lumpur Stock Exchange) 1. Directors who are standing for re-election at the 31st Annual General Meeting of the Company Pursuant to Article 85 of the Company’s Articles of Association Encik Chut Nyak Isham bin Nyak Ariff Pursuant to Article 92 of the Company’s Articles of Association YBhg Dato’ Syed Md Amin bin Syed Jan Aljeffri YBhg Dato’ Teng Poh Foh YAM Tengku Syarif Temenggung Perlis Syed Amir Abidin Jamalullail Pursuant to Section 129 of the Companies Act, 1965 YABhg Tun Dato’ Seri Abdul Hamid Omar 2. Details of attendance of Directors at Board Meetings There were ten (10) Board meetings held during the financial year ended 30 June 2003. Details of attendance of the Directors are set out in the Corporate Governance Statement appearing on pages 14 and 15 of the Annual Report. 3. Date, Place and Time of 31st Annual General Meeting The 31st Annual General Meeting of the Company will be held at the Theatrette, Level 1,Wisma Hong Leong, 18 Jalan Perak, 50450 Kuala Lumpur on Tuesday, 23 December 2003 at 10.30 a.m. 4. Further details of individuals who are standing for election as Directors No individual is seeking election as a Director at the 31st Annual General Meeting of the Company. Annual Report 2003 Malaysia Pacific Land Berhad 3 Corporate Information BOARD OF DIRECTORS YABhg Tun Dato’ Seri Abdul Hamid Omar Encik Chut Nyak Isham bin Nyak Ariff (Chairman) YAM Tengku Syarif Temenggung Perlis Syed Encik Yusof bin Jusoh Amir Abidin Jamalullail YBhg Dato’ Syed Md Amin bin Syed Jan YBhg Dato’ Teng Poh Foh Aljeffri Company Secretary Registrar Ms Lim Yew Yoke Hong Leong Nominees Sendirian Berhad Level 5,Wisma Hong Leong Registered Office 18 Jalan Perak 50450 Kuala Lumpur Level 10, Wisma Hong Leong Tel:03-2164 1818 18 Jalan Perak Fax: 03-2164 3703 50450 Kuala Lumpur Tel:03-2164 1818 Fax: 03-2164 2476 Auditors Messrs Ling Kam Hoong & Co Chartered Accountants No. 6-1, Jalan 3/64A Udarama Complex Off Jalan Ipoh 50350 Kuala Lumpur Tel:03-4042 3288 Fax: 03-4042 0149 4 Malaysia Pacific Land Berhad Annual Report 2003 Board of Directors & Profile YABhg Tun Dato’ Seri He is also the Chairman of Olympia He is currently the President of the Abdul Hamid Omar Industries Berhad and Lien Hoe Royal Selangor Polo Club, Vice- Chairman/Independent Corporation Berhad, both are public President of the Royal Malaysian Non-Executive listed companies. Polo Association and also a Board Member of the Equine Council Aged 74, YABhg Tun Dato’ Seri Tun Dato’ Seri Abdul Hamid Omar Malaysia. He was the past President Abdul Hamid Omar, a Malaysian, has no family relationship with of the Riding Club for the Disabled studied law in England, was called to any other directors or major and Equestrian Association Malaysia. the English Bar on 22 November shareholders of MPL, has no conflict 1955 and is a member of the of interests with MPL and has no YAM Tengku Syed Amir has no family Honourable Society of Lincolns Inn, convictions for offences within the relationship with any other directors London. He had served the Judicial past 10 years. or major shareholders of MPL, has and Legal Service of the Government no conflict of interests with MPL and of Malaysia from 1956 and carved has no convictions for offences out an illustrious career which YAM Tengku Syarif within the past 10 years. culminated with his appointment as Temenggung Perlis Lord President of the Supreme Syed Amir Abidin Court on 10 November 1988 until Jamalullail YBhg Dato’ Syed Md he retired in September 1994. He Independent Non-Executive Amin bin Syed Jan was then re-appointed for a further Director Aljeffri term of six months in accordance Independent Non-Executive with the provisions of the Aged 53, YAM Tengku Syarif Director Constitution as his services were still Temenggung Perlis Syed Amir required by the nation. His wealth of Abidin Jamalullail, a Malaysian, Aged 56, YBhg Dato’ Syed Md Amin knowledge and contributions to the obtained a Diploma in Automobile bin Syed Jan Aljeffri, a Malaysian, legal profession earned him several Engineering from Exeter College, holds a Bachelor of Economics State and Federal awards since 1966, United Kingdom. He has 10 years of (Hons) Degree from University of the highest being the Federal award working experience with Mercedes- Malaya, Malaysia. He is a Chartered of Seri Setia Mahkota (SSM) which Benz in spares, production and sales Accountant by profession. He is a carries the title “Tun”. division in Cycle & Carriage Bhd. He Fellow Member of the Malaysian is currently involved in the business Institute of Taxation, a Council Tun Dato’ Seri Abdul Hamid Omar of military purchases and education. Member of the Malaysian Institute of is the Chairman of Malaysia Pacific Accountants, and a Member of the Land Berhad (“MPL”) and was YAM Tengku Syed Amir was Canadian Institute of Chartered appointed to the Board of MPL on appointed to the Board of MPL on Accountants, Malaysian Institute 16 June 2003.