Providing Nourishm ent th e Worl d Over • annual report 2007 CAB CAKARAN CORPORATION BERHAD (583661-W) Plot 21, Lorong Jelawat 4, Seberang Jaya Industrial Park Seberang Jaya, 13700 Perai, Penang, Malaysia Tel: 604-398 2233 Fax: 604-398 0137/398 0370 E-mail: [email protected] www.cab.com.my Contents Notice of Annual General Meeting 2 - 3 Statement Accompanying the 3 - 4 Notice of Annual General Meeting Corporate Information 6 Corporate Structure of the Group 7 Summary of Past Five Years 8 Group Financial Results Board of Directors’ Profile 9 - 12 Chairman’s Statement 13 - 17 Performance Review by 18 - 20 Group Managing Director Statement on Corporate Governance 21 - 27 Statement on Internal Control 28 - 29 Audit Committee Report 30 - 32 Other Information Required by the 33 - 34 Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) Financial Statements 35 - 104 List of Properties Owned by the Group 105 - 116 Analysis of Shareholdings 117 - 118 Proxy Form Enclosed Notice of Annual General Meeting NOTICE IS HEREBY GIVEN that the Sixth Annual General Meeting of CAB Cakaran Corporation Berhad (“CAB” or “the Company”) will be held at Semangkok Room, Level 2, Sunway Hotel, No. 11 Lebuh Tenggiri Dua, Pusat Bandar Seberang Jaya, 13700 Prai, Penang on Thursday, March 27, 2008 at 10.00 am for the following purposes:- AGENDA AS ORDINARY BUSINESS: 1. To receive the Audited Financial Statements of the Company for the year ended September 30, 2007 (Resolution 1) together with the reports of the Directors and Auditors thereon. 2. To re-elect the following Directors retiring under Article 97(1) of the Articles of Association of the Company, and who, being eligible, have offered themselves for re-election:- a. Mr. Chuah Ah Bee; (Resolution 2) b. Mr. Kim Lim Chong; and (Resolution 3) c. Encik Ahmad Fazil Bin Haji Hashim (Resolution 4) 3. To re-elect Mr Chuah Hoon Phong retiring under Article 104 of the Articles of Association of the Company. (Resolution 5) 4. To consider and if thought fit, to pass the following ordinary resolution pursuant to Section 129(6) of the Companies Act, 1965 (the”Act”):- “That pursuant to Section 129(6) of the Act, Y.T.M. Tunku Dato’ Dr. Ismail Ibni Almarhum Tunku Mohd (Resolution 6) Jewa, be re-appointed as Director of the Company to hold office until the conclusion of the next Annual General Meeting of the Company.” 5. To re-appoint Messrs. Deloitte KassimChan as Auditors of the Company and to authorize the Board of (Resolution 7) Directors to fix their remuneration. AS SPECIAL BUSINESS: To consider and if thought fit, to pass the following ordinary resolutions:- 6. To approve the payment of Directors’ Fees of RM140,000.00 for the financial year ended September (Resolution 8) 30, 2007. 7. Authority to Issue Shares “That pursuant to Section 132D of the Companies Act, 1965 and approvals from the Bursa Malaysia (Resolution 9) Securities Berhad and other relevant governmental/regulatory authorities where such authority shall be necessary, the Board of Directors be authorised to issue and allot shares in the Company from time to time until the conclusion of the next Annual General Meeting and upon such terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued shall not exceed ten per centum (10%) of the issued share capital of the Company for the time being, and that the Board of Directors be also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Bursa Malaysia Securities Berhad.” 8. To transact any other business of which due notice shall have been given in accordance with the (583661 W) Companies Act, 1965. By Order of the Board, TAN CHOONG KHIANG (MAICSA 7018448) Secretary Penang CAB CAKARAN CORPORATION BERHAD Date : March 5, 2008 2 Notice of Annual General Meeting (cont’d) NOTES: A member of the Company entitled to attend and vote is entitled to appoint two (2) or more proxies to attend and vote in his place. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. If a member appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. The instrument appointing the proxy shall be in writing, executed by or on behalf of the appointor. In the case of a corporate member, the instrument appointing a proxy must be either under its Common Seal or under the hand of its officer or attorney duly authorised. The instrument appointing a proxy must be deposited at the registered office of the Company at 3rd Floor, Wisma Wang, 251-A Jalan Burma, 10350 Penang at least forty-eight (48) hours before the time for holding the Meeting or any adjournments thereof. Explanatory Note On Special Business: 1. The proposed ordinary Resolution No. 8, if passed, will authorize the payment of Directors’ fees for the financial year ended September 30, 2007 amounting to RM140,000. 2. The proposed ordinary Resolution No. 9, if passed, will empower the Directors of the Company to issue and allot shares in the Company from time to time and for such purposes of the Directors consider would be in the best interest of the Company. This authority will, unless revoked or varied by the Company in general meeting, will expire at the next Annual General Meeting of the Company. Statement Accompanying Notice of Annual General Meeting Pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Malaysia Securities Berhad: (583661 W) (i) The details of the four (4) Directors seeking re-election are set out in their respective profiles which appear in the Board of Directors’ Profile on pages 9 to 11 of the Annual Report (ii) The details of the one (1) Director seeking re-appointment is set out in his profile which appears in the Board of Directors’ Profile on page 10 of the Annual Report (iii) The details of their respective interests in the securities of the Company are set out in the Analysis of Shareholdings which appear on page 117 to 118 of the Annual Report. CAB CAKARAN CORPORATION BERHAD 3 Statement Accompanying Notice of Annual General Meeting (cont’d) DIRECTORS STANDING FOR RE-ELECTION/RE-APPOINTMENT The Directors standing for re-election/re-appointment at the Sixth Annual General Meeting of the Company to be held at Semangkok Room, Sunway Hotel, No. 11 Lebuh Tenggiri Dua, Pusat Bandar Seberang Jaya, 13700 Prai, Penang on Thursday, March 27, 2008 at 10.00 am are as follows:- Name of Directors Details of attendance at Board Details of individual Directors and Meetings held during the financial other disclosure requirements year ended September 30, 2007 Mr Chuah Ah Bee Attended all five (5) Board Meetings Refer to Page 9 of this Annual Report Mr Kim Lim Chong Attended all five (5) Board Meetings Refer to Page 11 of this Annual Report Encik Ahmad Fazil Bin Haji Hashim Attended all five (5) Board Meetings Refer to Page 11 of this Annual Report Y.T.M. Tunku Dato’ Dr Ismail Attended all five (5) Board Meetings Refer to Page 11 of this Annual Report Ibni Almarhum Tunku Mohammad Jewa BOARD MEETINGS HELD DURING THE FINANCIAL YEAR ENDED SEPTEMBER 30, 2007 AND DETAILS OF DIRECTORS’ ATTENDANCE Details of attendance of Directors at the Board Meetings held during the financial year ended September 30, 2007 are as follows:- Name No. of Meetings attended Mr. Chuah Ah Bee 5/5 Mdm. Chan Kim Keow 5/5 Dato’ Haji Zakaria Bin Hashim 5/5 Mr. Loo Choo Gee 5/5 Mr. Chew Chee Khong - Appointed on 1st February 2007 3/3 Mr. Chuah Hoon Phong - Appointed on 29th May 2007 1/1 Mr. Kim Lim Chong 5/5 Y.T.M. Tunku Dato’ Dr. Ismail Ibni Almarhum Tunku Mohd Jewa 5/5 En. Ahmad Fazil Bin Haji Hashim 5/5 Mr. Khoo Chee Kong - Resigned on 1st February 2007 2/2 Mr. Leow Chan Khiang - Retired on 18th April 2007 3/3 PLACE, DATE AND TIME OF THE BOARD OF DIRECTORS’ MEETINGS The information on place, date and time of the Board of Directors’ Meetings held during the financial year ended (583661 W) September 30, 2007 are as follows:- Date Time Venue November 29, 2006 11.00 am Plot 21, Lorong Jelawat 4, Seberang Jaya Industrial Park, Seberang Jaya, 13700 Perai January 25, 2007 11.00 am Plot 21, Lorong Jelawat 4, Seberang Jaya Industrial Park, Seberang Jaya, 13700 Perai February 26, 2007 2.00 pm Plot 21, Lorong Jelawat 4, Seberang Jaya Industrial Park, Seberang Jaya, 13700 Perai May 29, 2007 11.00 am Plot 21, Lorong Jelawat 4, Seberang Jaya Industrial Park, Seberang Jaya, 13700 Perai August 29, 2007 11.00 am Plot 21, Lorong Jelawat 4, Seberang Jaya Industrial Park, Seberang Jaya, 13700 Perai FURTHER DETAILS OF INDIVIDUALS WHO ARE STANDING FOR RE-ELECTION/RE-APPOINTMENT AS DIRECTORS CAB CAKARAN CORPORATION BERHAD Further details of the Director standing for re-election/re-appointment at the Sixth Annual General Meeting are set out in Pages 9 to 11 and their shareholdings information are listed in Page 117 of this Annual Report. 4 5 CAB CAKARAN CORPORATION BERHAD (583661 W) Corporate Information BOARD OF DIRECTORS RISK MANAGEMENT COMMITTEE Datuk Haji Zakaria Bin Hashim Kim Lim Chong Non-Executive Chairman Chairman (Independent Non-Executive Director) Chuah Ah Bee Ahmad Fazil Bin Haji Hashim Group Managing Director Member (Independent Non-Executive Director) Chan Kim Keow Y.T.M.