Kwantas AR09-Cover
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inside cover:Layout 1 11/24/09 2:54 PM Page 1 OUR MISSION At Kwantas, we enhance the lives of our employees, shareholders and community by establishing good business practices, making sound investments, and undertaking social responsibilities. We will endeavour to accelerate efficiency and operate an effective management to achieve satisfactory results for our customers & investors. Kwantas FA (1-24):layout 11/25/09 6:18 PM Page 1 Contents Notice of 14th Annual General Meeting 03 Statement Accompanying 08 Notice of 14th Annual General Meeting 5-Year Group Financial Highlights 10 Share Performance 11 5-Year Group Statistics and Performances 12 Corporate Information 14 Corporate Structure 16 Directors’ Profile 18 Chairman’s Statement 21 Operations Review 23 Recognition Received 2002-2008 25 Corporate Governance 26 Statement on Internal Control 29 Statement of Directors’ Responsibilities 30 in Audited Financial Statements Compliance Statements and Additional 31 Compliance Information Audit Committee 32 Financial Statements 35 Properties of the Group 90 Shareholdings Statistics 95 Proxy Form Kwantas FA (1-24):layout 11/25/09 6:18 PM Page 2 Our leadership is rooted in agricultural-based resources that are clean, renewable, readily available, and in growing demand. WE HAVE AMBITIOUS GOALS Kwantas FA (1-24):layout 11/25/09 6:18 PM Page 3 Notice Of 14th Annual General Meeting NOTICE IS HEREBY GIVEN that the fourteenth annual general meeting of the members of the Company will be held at K-63-3rd Floor, Signature Office, KK Times Square, Off Coastal Highway, 88100 Kota Kinabalu, Sabah on Wednesday, 30 December 2009 at 10.00 a.m. for the following purposes: AGENDA 1. To receive and adopt the audited financial statements for the year ended 30 June 2009 together with the Director s’ and Auditors’ Reports thereon. Resolution 1 2. To approve a first and final single tier dividend of 2 sen per ordinary share of RM0.50 each pursuant to Paragraph 12B of Schedule 6 of the Income Tax Act 1967 for the year ended 30 June 2009. Resolution 2 3. To approve the payment of Directors’ fees for the year ended 30 June 2009. Resolution 3 4. To re-elect the following Directors, who retire by rotation pursuant to Article 73 of the Company’s Articles of Association as Directors of the Company: (a) Dato’ Mohd Sarit Bin Haji Yusoh Resolution 4 (b) Ooi Jit Huat Resolution 5 (c) Kwan Jin Nget Resolution 6 5. To re-appoint Messrs Ernst & Young as Auditors of the Company and authorise the Directors to fix their remuneration. Resolution 7 6. To transact any other ordinary business of the Company for which due notice shall have been given. 7. As SPECIAL BUSINESS to consider and, if thought fit, pass the following resolutions: ORDINARY RESOLUTION NO. 1 AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965. Resolution 8 That pursuant to Section 132D of the Companies Act, 1965 and subject always to the approval of the relevant authorities, the Directors be and are hereby empowered to issue shares in the capital of the Company from time to time upon such terms and conditions and for such purposes as the Directors may in their discretion deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten percent (10%) of the issued share capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for listing of and quotation for the additional shares so issued on Bursa Malaysia Securit ies Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company. 3 Kwantas Corporation Berhad 356602-W Kwantas FA (1-24):layout 11/25/09 6:18 PM Page 4 Notice Of 14th Annual General Meeting continued ORDINARY RESOLUTION NO. 2 PROPOSED RENEWAL OF THE EXISTING SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE INVOLVING SECTIONS 2.2 AND 2.3 Resolution 9 That subject always to the compliance with the Companies Act, 1965, the Memorandum and Articles of Association of the Company, the Listing Requirements of Bursa Malaysia Securities Berhad and all other applicable laws, regulation and guidelines, approval be and is hereby given to the Company and its subsidiaries to enter into recurrent related party transactions of a revenue and trading nature which are necessary for the day-to-day operations of the Company and its subsidiaries from time to time, the nature and the contracting parties of which referred to under Sections 2.2 and 2.3 of the Circular to Shareholders dated 03 December 2009 provided that (i) the transactions are in the ordinary course of business on an arm’s length basis, on normal commercial terms and on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company; and (ii) disclosure is made in the annual report of the breakdown of the aggregate value of the transactions conducted pursuant to this shareholders’ mandate during the financial year of the Company based on the following information: (a) the types of the recurrent transaction made; and (b) the names of the related parties involved in each type of the recurrent transactions made and their relationship with the Company. And That such authority shall commence upon the passing of this resolution and shall continue to be in force until: (a) the conclusion of the next Annual General Meeting of the Company following the general meeting at which such mandate was passed, at which time it will lapse, unless by a resolution passed at the meeting, the authority is renewed; (b) the expiration of the period within which the next Annual General Meeting after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Companies Act, 1965; or (c) revoked or varied by resolution passed by the shareholders in general meeting whichever is earlier. And Further That authority be and is hereby given to the Directors of the Company to complete and do all such acts and things (including executing such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution. 4 Annual Report 2009 Kwantas FA (1-24):layout 11/25/09 6:18 PM Page 5 Notice Of 14th Annual General Meeting continued ORDINARY RESOLUTION NO. 3 PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY TO PURCHASE UP TO TEN PERCENT (10%) OF THE ISSUED AND PAID-UP SHARE CAPITAL OF THE COMPANY Resolution 10 That subject always to the Companies Act, 1965 (“Act”), provisions of the Company’s Memorandum and Articles of Association and the requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, and other relevant approvals, the Directors of the Company be and are hereby authorized to renew the authority to purchase the Company’s ordinary shares of RM0.50 each (“Shares”) through Bursa Securities, subject to the following:- (a) the maximum number of Shares that may be purchased by the Company shall not exceed ten percent (10%) of the issued and paid-up share capital of the Company at any point of time; (b) the maximum fund to be allocated by the Company for purpose of purchasing its Shares shall not exceed the aggregate of the retained profits and/or share premium of the Company; (c) the Shares purchased are to be treated in either of the following manner:- (i) cancel the Shares so purchased; or (ii) retain the Shares so purchased as treasury shares; or (iii) retain part of the Shares purchased as treasury shares and cancel the remainder The treasury shares may be distributed as dividends to the shareholders and/or resold through Bursa Securities and/or subsequently cancelled. And That the authority conferred by this resolution shall commence upon the passing of this resolution until:- (i) the conclusion of the next Annual General Meeting, at which time it will lapse, unless the authority is renewed by a resolution passed at the meeting, either unconditionally or subject to conditions; or (ii) the expiration of the period within which the next Annual General Meeting of the Company after that date is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extensions as may be allowed pursuant to Section 143(2) of the Act); or (iii) revoked or varied by ordinary resolution of the shareholders of the Company in a general meeting of the Company whichever occurs first. And That the Directors of the Company be and are hereby authorized to take such steps to give full effect to the aforesaid purchase with full power to assent to any conditions, modifications, variations and/or amendments as may be imposed by the relevant authorities and/or to do all acts and things as the Directors may deem fit and expedient in the best interest of the Company. 5 Kwantas Corporation Berhad 356602-W Kwantas FA (1-24):layout 11/25/09 6:18 PM Page 6 Notice Of 14th Annual General Meeting continued By order of the Board KWAN CHIEW GIOK (LS 007125) CHONG KAN HIUNG (MIA 8401) Secretaries Lahad Datu 03 December 2009 Notes: A) NOTES ON APPOINTMENT OF PROXY A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote instead of him.