Annual Report 2001 ASIA TIC DEVELOPMENT BERHAD
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Annual Report 2001 ASIA TIC DEVELOPMENT BERHAD P LOPM LO ME E E E N V N V T E T E D B D B E E C C R R I I H T H T A A A A I I D S D S A A www.asiatic.com.my ASIATIC DEVELOPMENT BERHAD ! (34993-X) ANNUAL REPORT 2001 Contents Our Vision 2 Notice of Annual General Meeting 3 Statement Accompanying Notice of Annual General Meeting 4 Corporate Diary 5 Board of Directors and Corporate Information 6 Directors' Profile 8 Chairman’s Statement/Penyata Pengerusi 10-15 Review of Operations 16 List of Group Properties 20 Corporate Governance 22 Audit Committee Report 24 Directors' Report and Statement by Directors 27 Income Statements 32 Balance Sheets 33 Statements of Changes in Equity 34 Cash Flow Statements 36 Notes to the Financial Statements 39 Statement on Directors' Responsibility 57 Statutory Declaration 57 Report of the Auditors 58 Ten-Year Summary 59 Analysis of Shareholdings 61 Directors' Shareholdings as per Register of Directors' Shareholdings 62 Form of Proxy Our Vision We strive: To become a leader in the plantation industry. To embark aggressively onto value-added downstream manufacturing activities which are synergistic to our core business. To enhance return on the company land bank through property development activities. To adopt a market-driven and customer-oriented approach, with emphasis on product quality and diversity. To strengthen our competitive position by adopting new technologies and innovations. As people are the key to achieving the company’s vision, we are committed to develop our employees and create a highly motivating and rewarding environment for them. 2 ASIATIC DEVELOPMENT BERHAD • Annual Report 2001 Notice of Annual General Meeting NOTICE IS HEREBY GIVEN THAT the Twenty-Fourth Annual General Meeting of the Company will be held at 26th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur on Monday, 24 June 2002 at 3.00 p.m. BUSINESS 1.To receive and adopt the Audited Financial Statements for the financial year ended 31 December 2001 and the Directors' and Auditors' Reports thereon. (Resolution 1) 2.To sanction the declaration of a final dividend. (Resolution 2) 3.To approve Directors' fees of RM138,041 for the financial year ended 31 December 2001 (2000: RM121,500). (Resolution 3) 4.To re-elect Directors pursuant to Article 99 of the Articles of Association of the Company: i. Dato' Lim Kok Thay (Resolution 4) ii. Lt. Gen. (B) Dato' Abdul Ghani bin Abdullah (Resolution 5) 5.To re-elect Mr Quah Chek Tin as a Director pursuant to Article 104 of the Articles of Association of the Company. (Resolution 6) 6. To consider and, if thought fit, pass the following resolutions pursuant to Section 129 of the Companies Act, 1965: "That _______________, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting." in respect of: i. Tan Sri Mohd Amin bin Osman (Resolution 7) ii. Tan Sri Lim Goh Tong (Resolution 8) iii. Lt. Gen. (B) Dato’ Haji Abdul Jamil bin Haji Ahmad (Resolution 9) iv. Dato’ Siew Nim Chee (Resolution 10) 7. To re-appoint Auditors and to authorise the Directors to fix their remuneration. (Resolution 11) 8. To transact any other business of which due notice shall have been given. By Order of the Board TAN WOOI MENG Secretary Kuala Lumpur 31 May 2002 NOTES A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies (but not more than two) to attend and vote instead of him. A proxy need not be a member of the Company but in accordance with Section 149 of the Companies Act, 1965, a member shall not be entitled to appoint a person who is not a member of the Company as his proxy unless that person is an advocate, an approved company auditor or a person approved by the Registrar of Companies in a particular case. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holding to be represented by each proxy. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time set for holding the meeting or at any adjournment thereof. 3 ASIATIC DEVELOPMENT BERHAD • Annual Report 2001 Statement Accompanying Notice of Annual General Meeting Pursuant To Paragraph 8.28 (2) Of The Listing Requirements Of The Kuala Lumpur Stock Exchange 1. The following are the Directors standing for re-election at the Twenty-Fourth Annual General Meeting to be held at 26th Floor, Wisma Genting, Jalan Sultan Ismail, 50250 Kuala Lumpur on Monday, 24 June 2002 at 3.00 p.m.: (a) Pursuant to Article 99 of the Articles of Association of the Company (i) Dato’ Lim Kok Thay (ii) Lt. Gen. (B) Dato’ Abdul Ghani bin Abdullah (b) Pursuant to Article 104 of the Articles of Association of the Company Mr Quah Chek Tin (c) In accordance with Section 129 of the Companies Act, 1965 (i) Tan Sri Mohd Amin bin Osman (ii) Tan Sri Lim Goh Tong (iii) Lt. Gen. (B) Dato’ Haji Abdul Jamil bin Haji Ahmad (iv) Dato’ Siew Nim Chee 2. Number of Board Meetings held during the financial year ended 31 December 2001: 6 Attendance of Directors at Board Meetings held during the financial year ended 31 December 2001 Name of Directors Number of Meetings Attended Tan Sri Mohd Amin bin Osman 6 Dato’ Baharuddin bin Musa 6 Dato’ Lim Kok Thay 3 Tan Sri Lim Goh Tong 4 Lt. Gen. (B) Dato’ Haji Abdul Jamil bin Haji Ahmad 6 Encik Mohd Din Jusoh 6 Dato’ Siew Nim Chee 6 Lt. Gen. (B) Dato’ Abdul Ghani bin Abdullah 6 Mr Quah Chek Tin 5 (ceased to be the alternate to Dato’ Lim Kok Thay and appointed as a Director on 19.10.2001) 3. Further details on the Directors standing for re-election at the Twenty-Fourth Annual General Meeting are set out on pages 8 and 9 of the Annual Report. 4 ASIATIC DEVELOPMENT BERHAD • Annual Report 2001 Corporate Diary 28 November 2001 Announcement of the Consolidated Unaudited Results of 28 February the Group for the third quarter ended 30 September 2001. Announcement of the Consolidated Results of the Group for the fourth quarter and the Audited Results for the financial Announcement of the proposed amendments to the bye- year ended 31 December 2000. laws of the Executive Share Option Scheme for eligible executives and Executive Directors of the Company and its 8 March subsidiaries ("Proposed Amendments to Bye-Laws"). Announcement of the proposed acquisition of the entire paid-up capital of Kinavest Sdn Bhd. 18 April 2002 Announcement of the Entitlement Date for the Proposed 27 February Final Dividend in respect of the financial year ended Announcement of the Consolidated Results of the Group for 31 December 2000 and the Twenty-Third Annual General the fourth quarter and the Audited Results for the financial Meeting. year ended 31 December 2001. 20 April 1 April Announcement of the following: Announcement on the Entitlement Date for the Proposed a) Proposed Amendments to the Articles of Association Final Dividend in respect of the financial year ended 31 ("Proposed Amendments") December 2001 and the Twenty-Fourth Annual General b) Proposed Renewal of Mandate for the Proposed Share Meeting. Buy-Back ("Proposed Share Buy-Back") 23 April 28 May Announcement on related party transactions pertaining to Notice to shareholders of the Twenty-Third Annual General the sale of commercial properties to directors of subsidiary Meeting and Extraordinary General Meeting in respect of companies of the Company. the Proposed Amendments and Proposed Share Buy-Back. 29 April 29 May Announcement of the proposed acquisition of 81% equity Announcement of the Consolidated Unaudited Results of interest in Asiatic Green Tech Sdn Bhd. the Group for the first quarter ended 31 March 2001. 3 May 20 June Announcement of the proposed renewal of mandate for Announcement of the proposed acquisition of an agricultural purchase of own shares ("Proposed Share Buy-Back"). land measuring approximately 8,830 hectares at Sungai Tongod, District of Kinabatangan, Sandakan, Sabah. 30 May Announcement of the Consolidated Unaudited Results of 25 June the Group for the first quarter ended 31 March 2002. Twenty-Third Annual General Meeting and Extraordinary General Meeting in respect of the Proposed Amendments and Proposed Share Buy-Back. 28 August Announcement of the Consolidated Unaudited Results of the Group for the second quarter ended 30 June 2001. Announcement of the Entitlement Date for the Interim Dividend in respect of the half-year ended 30 June 2001. 19 October Announcement of the appointment of Mr Quah Chek Tin as a Director of the Company. Announcements of the appointment of Mr Quah Chek Tin and Encik Mohd Din Jusoh as members to the Audit Committee of the Company. DIVIDENDS Announcement Entitlement Date Payment 2000 Final - 1.5 sen less tax 18 April 2001 3 July 2001 20 July 2001 2001 Interim - 1.5 sen less tax 28 August 2001 1 October 2001 19 October 2001 2001 Proposed Final - 2.0 sen less tax 27 February 2002 2 July 2002 22 July 2002* * Upon approval of shareholders at the Twenty-Fourth Annual General Meeting 5 ASIATIC DEVELOPMENT BERHAD • Annual Report 2001 Board of Directors and Corporate Information Tan Sri Mohd Amin bin Osman Chairman Dato’ Baharuddin bin Musa Dato’ Lim Kok Thay Tan Sri Lim Goh Tong Lt. Gen. (B) Dato’ Haji Abdul Joint Chief Executive Joint Chief Executive Director Jamil bin Haji Ahmad Director Encik Mohd Din Jusoh Dato’ Siew Nim Chee Lt.