Professional Documents
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Mesiniaga Annual Report 2006
Mesiniaga Annual Report 2006
C O V E R R AT I O N A L E
Mesiniaga has always endeavoured to offer the best possible value; not just to our
stakeholders but also to our surrounding community. This is why we have chosen the theme
‘Giving the Best’ this year. The theme reflects the very essence of what Mesiniaga is today and
is the secret to our lasting presence.
“ DEPENDING ON THE COMPLEXITY
OF THE REQUESTS, IT COULD TAKE
ANYTHING FROM ONE DAY TO ONE
MONTH FOR THE DEPARTMENT TO
PROVIDE THE REPORTS.”
“InfoCEN enables us to respond much faster to requests for information. This has
significantly improved the quality of our services to our customers. It’s easy and intuitive
to use because of the familiar Windows interface. Even if the user is new to the InfoCEN
system, he can pick it up easily with just a few clicks of the mouse.”
Extracted from Microsoft Solutions and Partners for Government Case Study, 2004
Our Story
The Mesiniaga story began in the early 80s Starting with a paid-up capital of RM500,000, comprehensive ICT solutions provider and
with a group of visionary men setting forth to the founding team forged forward and infused integrator that can provide the basic building
create a local IT company within what was the company with creativity and passion for blocks of any IT architecture as well as cutting
then a fledgling computing industry. The story success. Most of all, they instilled values within edge, best-of-breed business answers that
continued from year to year heralding one the company that has remained true to this empower productivity, competitive advantage
success after the next proving all doubters and very day. Mesiniaga is a company that believes and profitability.
detractors wrong. Now 25 years has passed in being the best and giving the best. To this
and the nation’s ICT landscape has grown by effect, it strives to equip its employees with The Mesiniaga values have brought the
leaps and bounds. Mesiniaga however, is still skills, knowledge and values that in turn will company this far but its story is far from over.
standing tall among its peers, with values that translate into an effective partnership with all With the same values intact, the company is
were built upon a solid foundation of the company’s stakeholders. poised to grow further in tandem with the rapid
excellence, integrity and trust. changes experienced in today’s technology.
Mesiniaga is now a 700-people strong ICT
Mesiniaga came into being as a response to player with a paid-up capital of RM60.4 Over the past 25 years, Mesiniaga has
Malaysia's New Economic Policy (NEP), a million. It listed on the KLSE main board (now achieved many successes and we owe them
policy that was aimed at increasing Bumiputra known as Bursa Securities) on 17 November all to our main stakeholders.
corporate equity ownership. As such, on 17 1999 and was the first local ICT company to
December 1981, Mesiniaga was incorporated hit the RM5 million and RM10 million mark in
to serve as the sole dealer and agent for IBM. profits. Mesiniaga also has evolved into a
OUR PROFILE Mesiniaga Berhad (79244-V) 4/5
We have managed to retain our unrivalled Mesiniaga is a cross-functional and cross- Mesiniaga works closely with several
competitive edge through our people. industry solutions provider and integrator. We established global technology partners to
Comprising a rich and diverse blend of talents, count among our customers, the Malaysian deliver the best value to our customers.
Mesiniaga has some of the best people who government and also companies from the oil Partners such as IBM, Microsoft, Cisco and
possess vast expertise and experience. Many and gas industry, the manufacturing and HP have acknowledged our contribution to
of our employees possess industry recognised telecommunications sectors as well as from their business in our pursuit to offer
professional certifications, which acknowledge the financial services and education sectors. In comprehensive solutions to our customers.
them as highly skilled specialists in their the past 25 years Mesiniaga has grown For many years, Mesiniaga has constantly
respective areas. Innovation and creativity together with our clients, receiving accolades achieved the Cisco Gold Partner Status, IBM
became the mainstay of our people’s that serve as testimonials to our ability in Platinum Club Status, and Microsoft Certified
competence. This competence is evident in meeting their diverse ICT needs. These Gold Partner Status. Mesiniaga is also
the numerous professional certifications testimonials from respected and established partnered with other technology vendors such
attained by our employees. institutions such as CIMB, Indah Water as Juniper, Citrix, Trend Micro, Lotus and F5.
Konsortium and the Department of Statistics,
Malaysia are among the many that we have
received from satisfied customers who
appreciated the value that Mesiniaga brought
to their organisation.
OUR PROFILE
Our Vision
Our Mission
To Be The Malaysian
IT Partner of Choice
Delivering Business
Solutions of Greatest
Added Value
Our Solutions
The products and services offered by Mesiniaga have been grouped together as market relevant ICT solutions based on how they empower
businesses.
Build
Mesiniaga builds reliable and scalable ICT systems for any business. Regardless of the requirements, Mesiniaga can deliver the building
blocks needed for a solid ICT infrastructure.
Manage
Mesiniaga provides winning answers that allow businesses to align and control system processes and resources by ensuring optimum
performance and availability for ICT infrastructures. This will allow businesses to measure system’s performance and productivity thereby
gaining improved efficiency and effectiveness.
Protect
Mesiniaga safeguards businesses from both external and internal ICT threats thereby ensuring system security for smooth business flow
and peace of mind.
Mesiniaga Berhad (79244-V) 8/9
Accelerate
Mesiniaga offers a suite of cutting edge solutions to provide businesses with a competitive edge that will allow for maximisation of business
potential with better use of resources.
Support
Mesiniaga extends continuous technical assistance, maintenance and coverage throughout the entire ICT infrastructure to address business
needs.
Advise
Mesiniaga provides strategic consultation and conceptualisation throughout the ICT architecture to ensure that systems achieve the best fit
with organisational requirements.
C O R P O R AT E M I L E S T O N E S
1981 2003
Conceived as IBM’s response to the New Company-wide ISO Certification.
Economic Policy aimed at increasing
Bumiputra corporate equity ownership. Mutiara Mesiniaga in Penang was completed.
Achieved Microsoft Gold Partner status.
1992 2004
Menara Mesiniaga was completed. Designed Appointed as Microsoft Large Account
by architect Ken Yeang of TR Hamzah & Reseller.
Yeang, to meet the company's aspirations.
2005
1993 Launched the Business Productivity Centre
Marked our evolution into a company that (BPC) in Menara Mesiniaga (1st in Malaysia
provides business solutions and services. and 3rd in Asia). A joint venture with Microsoft,
1999
Established a dedicated team for this purpose it offers an Executive Briefing Centre for
- Network Services Unit (NSU) and iNet & Microsoft Solutions.
Workgroup Solutions Team (IWS).
Appointed as Citrix (Silver Advisor) Partner.
Revenue (RM million) Profit Before Tax (RM million) Net Current Assets (RM million)
26.7
115.1
322
27
124
105.2
316
297
95.1
85.3
270
23.9
23.5
22.5
230
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006
Fixed Assets (RM million) Net Tangible Assets (RM million) Shareholders’ Equity (RM million)
173.6
173.6
167.1
167.1
159.8
159.8
57.2
55.1
54.9
144.8
144.8
132.9
132.9
49.5
46.9
2002 2003 2004 2005 2006 2002 2003 2004 2005 2006 2002 2003 2004 2005 2006
“ WE SPENT A LOT OF TIME DIGGING
FOR INFORMATION FROM THE
FILES, AND THEN CHECKING AND
VERIFYING RECORDS WITH THE
USERS. WE NEEDED A SYSTEM
WHICH COULD EMPOWER HR STAFF,
MAKING THEM A WHOLE LOT MORE
EFFICIENT.”
“With the performance appraisal module, we can now see the career path of the person
with a click of the mouse. In the past, we would have to search through the employee’s
file for such information.”
Mesiniaga provided an e-HR application solution that helped CIMB increase the
efficiency and productivity of the HR staff.
CEO’S BUSINESS REVIEW
Dear Shareholders,
The financial year 2006 was full of challenges for Mesiniaga and this was
reflected in our financial performance last year. We posted a turnover of
RM316 million in 2006 with a pre-tax profit of RM22.5 million. While this was
a contraction of 5% in profit when compared to 2005, the company remains
confident of Mesiniaga’s strong reputation and our ability to make full use of
future opportunities in the coming years.
The contraction was attributed to several The Transformation also involved the our customers. We were also honoured with
factors such as project award delays realignment of our business operations. The the ‘Outstanding Leadership in Significant
throughout the year. Major floods experienced groundwork for organisational restructuring Public Sector Award’ from Cisco for the
by several states in Peninsula Malaysia also that started in the second half of 2006 Network solution that we provided to a local
affected some of our key project deliveries. materialised early this year. Mesiniaga was university. On top of this, for the fourth time in
These ultimately had an impact on our restructured into 5 core divisions – Sales, a row, we achieved the ‘IBM Platinum Club’
business revenue. Infrastructure, Systems & Application, recognition for our attainment of specific IBM
Maintenance & Managed Services, Technology Business Partner targets. All these are clear
2006 also saw Mesiniaga execute our Research & Innovation and Corporate indications that the company remains highly
Transformation Strategy. This 3-5-year Support. We strongly believe that this will regarded.
growth plan was undertaken in response to an make us more focused in fulfilling our mission
increasingly competitive marketplace. The statement of delivering business value to our Mesiniaga retains a positive outlook that we
execution of these changes required heavy customers. New departmental objectives, will be benefiting from most of the projects
investments from the company especially in roles and job functions were cascaded to our slated under the current Malaysia Plan. The
human capital development. The company employees in a series of communication company will also leverage on the expected
focused on attracting and retaining the right workshops. growth of the private sector. We anticipate that
talents to maintain our competitive edge. A this growth will fuel a need for strategic
variety of training programs were implemented Amidst all this, it is heartening to note that we business solutions such as Business
to further develop the skills and knowledge of continue to achieve some major recognition Intelligence. These solutions offer decision-
our people. Together with a more aggressive from the industry. Heading the list is the makers better insight to their businesses
approach in employer branding we hope to ‘PIKOM National Award for ICT Service resulting in potential growth, improved
attain the highest level of quality in our human Provider of the Year for 2006’ which was given productivity and profitability. It was with this
capital. based on the significant impact of our projects end in mind that we outlined our strategies for
to the industry and the value of our solutions to the coming year.
Among our focus areas for growth in 2007 will Business concerns are not the only driving abuse where we provide resources and
be in strengthening our position with our force in Mesiniaga. We place equal importance facilities to support their programs.
customers. Extensive strategic planning will on adding value to our surrounding
take place to enhance the delivery of business community. This is our way of thanking the Mesiniaga is 25 years old this year. We have
value to their organisations. We will equip our nation for supporting our existence within the come a long way from a company that started
sales force with the relevant skills to advise our last quarter of a century. Our community with providing office automation products on a
customers on deriving the best value from IT programs are mostly aimed at nurturing the single technology platform to full-fledged
for their businesses. The retention of these nation’s most important asset, the people of business solutions on multiple technology
valued customers will also be a major Malaysia. 2007 will see more of such platforms. Our history is filled with success
component in our business strategy. We plan programs. We have already established a few stories, accolades and achievements. This, we
to do this through excellent service delivery tie-ups with local tertiary institutions to aid attained by remaining true to the values
and project execution. Some of the steps them in talent development. Our most recent instilled in us right from the very beginning. We
outlined include optimising our processes, initiative was a partnership with the Ministry of give our best. There are no half measures in
strengthening our resources and applying the Higher Education (MoHE) where we provide Mesiniaga. We will always strive to provide all
use of technology wherever possible. It is also training for community college students as our stakeholders with the best possible value
important that we differentiate ourselves part of their coursework. In addition to the on their investments.
through the creation of innovative solutions previously established Mesiniaga Academy,
that will offer definitive value to our clients. In we recently initiated the JAVA Enhancement Lastly, I would like to thank the Board,
view of this, a new business unit under the Module (JEM) program where IT graduates Management Team, and employees of
Technology Division is formed to spearhead undergo a three-month course in JAVA Mesiniaga for their continuous support. My
this initiative. We expect to offer our customers programming. This program will achieve two gratitude also goes to Dato’ Dr. Mohamad
new and cutting edge solutions that will further main objectives; it will provide employable Zawawi for his contributions in his capacity as
empower their businesses. We strongly skills to our graduates and act as a talent pool Chairman of the Board until July 2006. I
believe that these actions will enable the for Mesiniaga. Another program is the believe that together, we have charted our
company to achieve our goals for the next five collaboration with Protect and Save the path to become the Malaysian IT Partner of
years. Children (P.S. the Children), an NGO Choice.
responsible for the prevention of child sexual
PRINCIPAL BANKERS
COMPANY SECRETARY
CITIBANK BERHAD
JASNI ABDUL JALIL
BANK ISLAM MALAYSIA
(MACS 01359)
BERHAD
MAYBANK BERHAD
BOARD OF DIRECTORS
Dato’ Dr. Ir. Mohamad Wan Mohamed Fusil Mohd Puzi Ahamad
Zawawi Ismail bin Wan Mahmood
RA(M), FCCA, 54
DPSK, PhD, HonDEng (Leeds), 56
Hon PhD (UKM), FASM, 61 Executive Director and
Executive Director Chief Financial Officer
Independent Non-Executive & Chief Executive Officer
Director & Chairman
Dato’ Dr. Ir. Mohamad Zawawi Wan Mohamed Fusil bin Wan Mohd Puzi Ahamad was
Ismail was appointed to the Mahmood was appointed to the appointed to the Board on 17
Board on 16 November 2001. Board on 17 December 1981 as December 1981 as part of the
He was appointed Non-Executive part of the team who founded team who founded Mesiniaga.
Chairman on 16 May 2002 upon Mesiniaga. Prior to joining Prior to joining Mesiniaga, he
the retirement of the previous Mesiniaga, Wan Fusil was with served with IBM Malaysia in
Chairman, Ismail Sulaiman. Dato’ IBM Malaysia. During his tenure various capacities over a seven-
Dr. Ir. Zawawi is a professional with IBM, he served in various year period from 1974-1981. His
engineer and consultant, and a managerial positions. This last position with IBM was Sales
member of the National includes serving as Country and Administration Manager. A
Information Technology Council Manager–Information Products trained accountant who
(NITC) and National Aerospace Division. Wan Fusil is one of the graduated from ITM (now known
Council (NAC). He was the first serving Board Members of as UiTM), Mohd Puzi is a Fellow
founding Vice-Chancellor of Multimedia Development Member of the Chartered
Universiti Malaysia Sarawak Corporation (MDeC) and is also Association of Certified
(Unimas), a position he held until one of the founder members of Accountants and a member
December 2000. Dato’ Dr. Ir. The Association of Computer of the Malaysian Institute of
Zawawi holds a degree from the and Multimedia Industry Malaysia Accountants.
University of Leeds, England. (PIKOM). He has held several
Dato’ Dr. Ir. Zawawi has since positions in PIKOM including
stepped down from the Board serving as Councillor (1987),
effective from 27 July 2006. Deputy Chairman (1989-1991)
and Chairman (1991/92). Wan
Fusil graduated from ITM (now
known as UiTM) in 1972.
Mesiniaga Berhad (79244-V) 22/23
55 DPMT, 66
Chung Thian Sinn Nor Hayati Mohd Kasim Voon Seng Chuan
64 60 48
Chung Thian Sinn was appointed Nor Hayati Mohd Kasim was Voon Seng Chuan was
to the Board on 17 September appointed to the Board on 17 appointed to the Board on 24
1999. Chung began his September 1999. She started October 2000. Since 1983, Voon
corporate career when he joined her corporate career with Bank has served with IBM Malaysia in
Mobil (Malaysia) as a Technical Negara Malaysia in 1971 as a various capacities starting with
Sales Executive. In 1967, he Human Resource Officer. his first appointment as
joined IBM Malaysia as a Subsequently, she joined IBM Marketing Representative. In
Systems Engineer. The last Malaysia as Personnel Assistant January 2000, he became
position he held in IBM was in 1974, later serving as Human General Manager of IBM
Country Systems Engineering Resource Manager. In 1997, Nor Malaysia Sdn Bhd. He was then
Manager. In 1981, Chung joined Hayati was appointed as appointed as Managing Director
Time Engineering Sdn Bhd, and Management Development of IBM Malaysia Sdn. Bhd. until
was appointed as Company Manager of IBM ASEAN in 1997, January 2007, after which he
Secretary and Director, a position a position she later retired from was appointed as the ASEAN
from which he later retired in in June 1999. Nor Hayati holds & India/South Asia Project
1990. Chung graduated with a Bachelor of Arts (Hons) degree Executive. Voon holds a
Bachelor of Science (Hons). from Universiti Malaya awarded Bachelor of Science degree in
in 1970 and a Master of Arts Mathematics from Universiti
(Organisation Psychology) from Malaya.
the University of Lancaster
awarded in 1983.
Mesiniaga Berhad (79244-V) 24/25
FCCA, MICPA, 50 43
Noorizan Ali
Director of Maintenance
& Managed Services (MMS)
Yeow commenced his career in Mesiniaga in Zuraida Jamaluddin was appointed as Wong Keng Hoe began his career in
1982 as a Product Support Representative, Director of Sales in 2003. Prior to her Mesiniaga in 1990 when he was appointed
and was subsequently promoted to Product appointment, Zuraida joined Mesiniaga in as Information Systems Trainee. In his 17-
Analyst in 1984. After spending five years in 1987 as a Systems Engineer, where she year career, Wong proved his mettle by rising
the technical support area, he was promoted served in a technical capacity. However, up the ranks to various managerial positions.
to Advisory Systems Engineer in 1988. In through her 19-year career, she has held He became a manager for the Network
1989, he was promoted to Technical Support various positions in the company in business Services Unit in 1996 and was subsequently
Manager with the responsibility of managing development and sales. Her last position made Senior Manager in the year 2000. Two
the technical support unit and subsequently, prior to becoming Director was General years later, Wong took on the post of General
to Country Support Manager in 1993. He Manager of Public Sector Sales. Zuraida Manager of Network Services & Project
was appointed General Manager - Services holds a degree in Electrical Engineering Management. After the company’s recent
in 1997, responsible for the Technical (BSc) from George Washington University, organisational restructure, he was named
Support and Services Business unit. He was United States of America. as the General Manager of Infrastructure,
appointed Director - Marketing Services on Systems & Applications (ISA). Wong
1 October 2000 where he was responsible for graduated with a Bachelor in Computer
the solution units that eventually evolved into Science from Universiti Sains Malaysia (USM).
the Enterprise Solutions Division of Mesiniaga.
With the recent organisational restructuring in
Mesiniaga, Yeow is now the Director of
Technology Research & Innovation. He has
a total of 24 years in the IT Industry.
“ OUR EMAIL SYSTEM IS VITAL
NOT ONLY FOR EFFICIENT
COMMUNICATION, IT IS ALSO
A CRUCIAL COMPONENT OF
INDAH WATER’S BUSINESS
WORKFLOW SYSTEMS.”
“The managers can make decisions and give approvals even when they are outside of
the office. Being a utility company, problems and issues can crop up at any time. The
enhanced mobility features of Exchange Server 2007 such as push mail and Outlook
Web Access enable our staff to keep on top of all important matters.”
Extracted from Microsoft Exchange Server 2007 Customer Solution Case Study, 2006
70%
NAVIGIS SDN. BHD.
Provision of management
training, consulting and
outsourcing services
Mesiniaga Berhad (79244-V) 30/31
AWA R D S A N D A C H I E V E M E N T S
1 2
1. Mesiniaga proud to be named PIKOM National 2. Mesiniaga reselected again for IBM Platinum
ICT Service Provider of the Year 2006! Club Award 2006!
It was indeed a proud moment for Mesiniaga when it Mesiniaga again bagged the IBM Platinum Club
won the PIKOM National Award for ICT Service Award for 2006. This is Mesiniaga’s fourth entry into
Provider of the Year 2006 during the PIKOM National what is considered an elite group among IBM’s
ICT Awards and Dinner 2006 held at Mandarin partners.
Oriental Kuala Lumpur. Each nominee was evaluated
based on the significant impact of our projects to the
industry and the value of our solutions.
Mesiniaga Berhad (79244-V) 32/33
3. Mesiniaga Achieves Cisco Gold Partner Status for the 4th time!
Mesiniaga’s high standards was highlighted when it secured the Cisco Gold Partner status in Malaysia for
the fourth time in a row. According to Cisco, “Mesiniaga has again met all requirements for achieving GOLD
certification, including personnel, support, specialisation and customer”.
3 4
5 6
5. Mesiniaga wins HP Top Business Partner for Commercial Business Award 2006
Mesiniaga Berhad was awarded the Hewlett-Packard Top Business Partner for overall Commercial Business
award, a clear indication of Mesiniaga’s support and strong commitment towards promoting
HP products.
Corporate Events
1. 2. 3. 4.
5. 6. 7. 8.
5. Mesiniaga Signs Up with Juniper as Elite Partner 7. Discovering how IT can empower your business at the BVD
Mesiniaga signs up with Juniper as part of its strategy to offer its Part of Mesiniaga’s strategy in delivering value to customers include
customers business solutions of greatest added value. Juniper holding the Business Value Discovery Program (BVD). We held the BVD
Networks, a NASDAQ-listed company specialises in delivering secure program for a number of companies such as Kurnia Insurance and
dependable infrastructure for customers with strategic networking MAS to help them understand the value of their IT investments and
requirements. discover key areas where technology can contribute to infrastructure
optimisation and business agility.
6. IT Enabling the Malaysian Oil & Gas Services Industry
Members of the Malaysian Oil & Gas Services Council (MOGSC) were 8. Mesiniaga in the Microsoft Higher Education Solution
invited to Menara Mesiniaga for a session on how IT can benefit the Oil Conference
& Gas Services Industry. The 45-member delegation was headed by Mesiniaga held a demonstration on the mock Mellyno University
YM Tengku Dato’ Ibrahim Petra, President of MOGSC. where its Vice Chancellor, Dean and Professor resolved student
performance issues using solutions provided by Mesiniaga
EVENT HIGHLIGHTS
Corporate Events
Employee Events
1. 2. 3. 4.
Employee Events
5. 6. 7.
6. A Night of Transformation
During the Mid-Year KickOff, a number of Mesiniaga employees were transformed into Superheroes for the
night based on their outstanding contributions and character. Fusil’s speech for the night highlighted
Mesiniaga’s new business model and the new functional structure of the organisation.
8. 9. 10.
1. 2. 3. 4.
1. Mesiniaga at the IBM Women in Power-Inspiring Potential Seminar 3. Mesiniaga at INETA APAC initiatives
Over 70 female managers and top talents who are well recognised Chua Wen Ching, a Mesiniaga employee who is also INETA APAC’s
leader within the IT industry had the opportunity to hear Zuraida Dato’ Head of Academics gave various talks to students from within the
Jamaluddin, Mesiniaga’s Director of Sales talk about life as a woman in APAC region on Microsoft Technologies. His talks on games
the IT industry and the various challenges that she faces in the course development using Microsoft .Net technology were well-received at
of her career. regional events such as the Singapore Management University (SMU)
2nd SGDN.Students User Group Meeting, Games Industry Forum in
2. Mesiniaga at APIIT .Net Day 2006 MMU, Cyberjaya and the INTI Malaysia International Conference on
Mesiniaga was represented at the Asia Pacific Institute of IT (APIIT) .Net Network and Mobile Computing.
Day 2006 by Chua Wen Ching who is an alumnus of APIIT and also one
of the founders of the event aimed at establishing communication 4. A Mesiniaga perspective of the IT industry at UiTM seminar
between APIIT and the Malaysian Independent Developers (MIND) Mesiniaga was invited to give an overview of the global and Malaysian
Community, an IT professional user community. IT industry as well as the future potential and growth of the IT services
to the MBA and BBA students of UiTM during the Service Industry:
Growth, Potential and Challenges in Enhancing Competitiveness
seminar.
Mesiniaga Berhad (79244-V) 40/41
5. 6. 7. 8.
5. Mesiniaga shares information on IT employment trends 7. Mesiniaga hosts the Malaysia IASA Chapter Meeting
TechNation Day, an event that is a collaboration between 3 unique Mesiniaga hosted the International Association of Software Architects
communities, the Malaysian Independent Developers community (IASA) Malaysian Chapter Meeting in November where Rosmawati
(MIND), SQL Server Practitioners Alliance Network (SPAN) and Haron, our Solutions Specialist gave a presentation on the Business
Extraordinary League of IT Experts and Professionals (ELITE) saw a Value in Solutions Architecture.
representative from Mesiniaga sharing information on IT employment
trends and career tips in the fast expanding IT industry. 8. Mesiniaga at the Contractor Alliance Management Seminar
Cheah Kam Yen, a Project Manager from Mesiniaga was one of the
6. Mesiniaga at the biggest academic event in Singapore! speakers at the Contractors Alliance Management Seminar. The
Mesiniaga was represented at the Singapore DevCon 2006 organised seminar was aimed at educating companies in establishing relations
by the SgDotNet community by Chua Wen Ching, one of the 15 and safeguarding dealings with contractors.
Microsoft Valuable Professionals (MVPs) in Malaysia. His session
proved to be very popular with attendees numbering close to 150.
C O R P O R AT E S O C I A L R E S P O N S I B I L I T Y
The basic precepts of CSR are not new to Mesiniaga. Since the
company started, we have built and implemented a number of
initiatives that would fall under the purview of the CSR framework
focus areas such as the environment, community, workplace and
marketplace.
The Environment
Bioclimatic orientated buildings
Both Menara Mesiniaga in Subang Jaya and
Mutiara Mesiniaga in Penang are bioclimatic
orientated buildings. The design incorporates
passive energy features such as solar
shading and optimum positioning of service
cores. The building design also maximises
natural lighting and ventilation. This means
that our energy consumption is minimised
thereby reducing the building’s impact on the
environment.
Mesiniaga Berhad (79244-V) 42/43
The Community
1. Mesiniaga Academy
Mesiniaga gives its full support to government initiatives in alleviating graduate unemployment issue by
establishing the Mesiniaga Academy. The academy’s main objective is to offer fresh graduates in IT a chance
to have work experience while undergoing comprehensive trainings in management skills.
1 2
3 4
The Workplace
Employee Welfare
The company places high importance on promoting a healthy lifestyle to our employees. Menara Mesiniaga
is equipped with facilities such as a gym and swimming pool for the convenience of our employees.
Apart from this we have certain policies in place to safeguard the wellbeing of our employees such as
Smoking Policy, Fire Safety Policy, First Aid Policy and the Health and Safety Policy. Certain measures are
implemented to support these policies. They include designating Menara Mesiniaga as a No Smoking
Building and forming a Health and Safety Council.
The company also has an active Mesiniaga Sports and Social Club (MSSC) that regularly plans and initiates
a number of recreational activities in an effort to provide a fun and exciting work environment and encourage
employee participation. Initiatives include White Water Rafting Expeditions, Futsal Tournaments, Book Club
and the Mesiniaga Appreciation Day.
Mesiniaga is also committed to providing equal opportunities to potential and existing employees without
regard to factors such as race, religion or gender. We value the diversity of our people and with this in view,
maintain a workplace that is free from harassment of any kind in the course of an employee’s work.
Mesiniaga Berhad (79244-V) 44/45
Employee Training
Acknowledging the need to nurture our most important asset, our employees, the company runs
comprehensive training programs aimed at empowering our people with skills and capabilities for them to
advance in their chosen career paths.
Apart from sending our people for professional certification courses conducted by various professional
bodies, we also conduct both technical and soft skills training in-house or jointly organised with a number of
accredited training agencies.
The Marketplace
Mesiniaga is committed to conducting our
business with integrity. The Mesiniaga
Business Conduct Guidelines is aimed at
helping our employees address ambiguous
issues and make the best possible decisions
in the course of their work.
“ MESINIAGA IS A GOLD
CERTIFIED PARTNER AND A
LARGE ACCOUNT RESELLER FOR
MICROSOFT. AS A MICROSOFT
GOLD CERTIFIED PARTNER,
MESINIAGA GETS EARLY ACCESS
TO MICROSOFT PLATFORMS,
TOOLS AND TECHNOLOGIES
ENABLING THEM TO DELIVER
PRODUCTS USING THE LATEST
TECHNIQUES.”
“Mesiniaga is one of the few selected Microsoft partners in the region who are classified
as Microsoft Competency Centre (MCC). The main areas of competency building at the
Microsoft Competency Centre include Business Intelligence, .NET based Application
Development, Communication and Collaboration. Mesiniaga has shown themselves to be
a valued partner of Microsoft.”
Mesiniaga is a strategic partner to Microsoft and meets its high standards and
expectations of a partner.
SHARE PRICE MOVEMENT IN YEAR 2006
MONTH JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
Low 2.58 2.58 2.55 2.56 2.66 2.50 2.51 2.53 2.48 2.48 2.55 2.51
High 2.72 2.92 2.86 2.87 2.95 2.78 2.69 2.62 2.60 2.86 2.65 2.81
Close 2.60 2.92 2.55 2.86 2.72 2.60 2.60 2.59 2.50 2.60 2.60 2.70
Ringgit
3.00
2.90
2.80
2.70
2.60
2.50
2.40
2.30
2.00
JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
CODE
Pursuant to the introduction of the Malaysian Code on Corporate Governance and its incorporation into the Bursa Malaysia
Listing Requirements which was put into effect on 30 June 2001, the Board recognises the importance for the Company to
practise the Corporate Governance standards in their pursuit of discharging their roles and responsibilities to protect and
enhance shareholder value and the financial performance of the Company. The Group has complied with the Best Practices as
recommended in Part 2 of the Best Practices in Corporate Governance without exception. The following is a summary of the
Company’s practice of the Code on Corporate Governance:
The Board is entrusted with leading and overseeing the business of the Group. The Board is responsible for the Group’s progress
and for ensuring that the Group is well managed. It also sets the group’s strategic direction and objectives. The Board is also
responsible in approving performance targets, monitoring the Management’s achievements, providing overall policy guidance
and ensuring that policies and procedures for internal control systems are in place.
Throughout 2006, the Board of Directors met four times. Details of the meetings are as follows:
Date & Time 20 Apr 2006 13 Jun 2006 12 Sep 2006 14 Dec 2006
10.10 a.m 9.00 a.m. 2.00 p.m 2.30 p.m.
Board Balance
The Board consists of two Executive Directors and six Non-Executive Directors, three of whom are Independent Non-Executive
Directors.
As at 31 December 2006, the representation of the members of the Board is as follows:-
The composition complied with the listing requirements of Bursa Securities, which requires that at least one third of the Board
should comprise of independent directors.
Together, the Directors bring a wide range of business, commercial and financial experience relevant to the Company. A brief
description on the background of each Director is presented in the Directors Profile column on page 22 to 25.
Supply of Information
The Board is provided with written reports and supporting information ahead of meetings of the Board and in sufficient time to
enable the Directors to obtain further explanations, where necessary, in order to be sufficiently well informed before the meeting.
At each Directors Meeting, a special briefing on the Company’s operations by the Company’s Senior Managers was also
presented. The Special Briefings by the Senior Managers was to allow the Board Members to actively and effectively participate
in determining the Company’s direction.
All Directors have access to the service of the Company Secretary and if so required, could also engage independent
professional advice at the Company’s expense.
Re-election
In accordance with the Company’s Articles of Association, at least one third of the Directors shall retire and be eligible for re-
election by rotation at each Annual General Meeting. All Directors are to retire from office at least once every three years.
Directors’ Training
All Board Members have attended the mandatory accreditation programme (MAP) organised by Bursa Securities. Subsequently,
with the exception of Voon Seng Chuan and Wan Mohamed Fusil Wan Mahmood, all Board Members continued and completed
the training programmes under the Continuing Education Programme (CEP) within the stipulated timeframe. Both affected
directors have undertaken to make themselves available for trainings in Year 2007.
Trainings attended by the Directors encompass fields of laws and regulations, strategic and risk management, valuation and
investment.
Mesiniaga Berhad (79244-V) 50/51
DIRECTORS’ REMUNERATION
The remuneration of Executive Directors is determined by the Remuneration Committee, which is headed by Nor Hayati Mohd.
Kasim. Considerations such as Director’s responsibilities, experience and market rates are taken into account when deciding
remuneration.
Details of the remuneration for the Directors are as follows:
Basic Benefit-
Salary Fees Bonus in-kind Pension Others Total
RM RM RM RM RM RM RM
Below RM50,000 0 8
RM400,000 to RM449,999 1 0
RM600,000 to RM649,999 1 0
BOARD COMMITTEES
The main Board has delegated specific responsibilities to Board committees which operate within clearly-defined terms of
reference. The committees are empowered to deliberate and examine issues delegated to them and report back to the Board
with their recommendation and comments.
The various Board Committees and their composition are as listed on pages 18 to 19.
SHAREHOLDERS
The Chief Executive Officer holds discussions with analysts and shareholders from time to time especially after the
announcement of the Company’s quarterly financial results. The Company’s web site www.mesiniaga.com.my is also accessible
for further information.
Mr Chung Thian Sinn has been designated as the Senior Independent Director to receive public and employees’ concerns and
enquiries relating to Corporate Governance matters.
At each Annual General Meeting, the Board presents the progress and performance of the business and encourages
shareholders to participate in the question and answer session. All Directors attend the Annual General Meeting.
An explanatory statement for the proposed resolution, to facilitate full understanding and evaluation of issues involved, will
accompany each item of special business included in the notice of the meeting.
S TAT E M E N T O F C O R P O R AT E G O V E R N A N C E
Financial Reporting
In presenting the annual financial statements and quarterly announcement to shareholders, the Directors aim to present a
balanced and easily understandable assessment of the Company’s position and prospects. The Audit Committee assists the
Board in ensuring accuracy and adequacy of information by reviewing the information for disclosure.
The Statement of Directors pursuant to Section 169 of the Companies Act, 1965 is set out on page 53 of this Annual Report.
Internal Control
The Directors acknowledge their responsibility for the Company’s system of internal controls which covers financial, operational
and compliance controls, as well as risk management. The internal control system is designed and maintained to ensure that
the risks faced by the business in pursuit of its objectives are identified and managed at known acceptable levels.
The Internal Audit Department undertakes the internal audit functions in the Company. The Company will be continuously
reviewing the adequacy and integrity of its system of internal control.
The role of the Audit Committee is as stated on pages 55 to 57. Through the Audit Committee of the Board, the Company has
established transparent and appropriate relationships with the Company’s Auditors, both Internal and External. The committee
meets at least once every year with the External Auditors without the presence of any Executive Members of the Board or Senior
Management.
S TAT E M E N T O F D I R E C T O R S ’ R E S P O N S I B I L I T I E S Mesiniaga Berhad (79244-V) 52/53
I N R E L AT I O N T O F I N A N C I A L S TAT E M E N T S
The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which give a true
and fair view of the state of affairs of the Company as at the end of the financial year, and of the income statement and cash
flow of the Company for the financial year.
The Directors consider that, in preparing the financial statements of the Company for the year ended 31 December 2006, the
Company has adopted appropriate accounting policies, consistently applied and supported by reasonable and prudent
judgments and estimates. The Directors have also considered that all applicable accounting standards have been followed and
confirm that the financial statements have been prepared on the going concern basis.
The Directors are responsible for ensuring that the Company maintains adequate accounting records which disclose with
reasonable accuracy the financial position of the Company to enable them to ensure that the financial statements comply with
the requirements of the Companies Act, 1965.
The Directors are responsible for taking such steps as are reasonably open to them to safeguard the assets of the Company.
S TAT E M E N T O N I N T E R N A L C O N T R O L
The Board has overall responsibility for the Company’s system of internal control. This requires the establishment of an
appropriate framework and control environment, involving the financial, organisational and operational aspects of the Company.
The Board recognises that in pursuing business objectives, internal controls can only provide reasonable and not absolute
assurance against the risk of material errors, losses, fraud or occurrences of unforeseeable circumstances. The Company’s
system of internal control has been designed to place greater emphasis on the control of items of material significance in order
to provide reasonable assurance that the major effects of these risks are minimised.
The key elements of the framework of the Company’s internal controls are as follows:
3. The existence of an Internal Audit Department to provide the Board with assurance regarding the adequacy and integrity of
internal control systems within the Company. The Internal Audit Department performs ongoing reviews of processes and
activities within the Company and reports to the Audit and Examination Committee of Directors (AECD). The AECD has full
access to both internal and external auditors.
The Company had identified transactions in respect of which certain amounts were recognised as revenue during the financial
year ended 31 December 2005 for which significant risks and rewards of ownership had only transferred during the current
financial year ended 31 December 2006. The Board of Directors had subsequently initiated a review of the Group’s revenue
recognition processes. Arising from this, the Group’s prior year financial statements have been restated to reflect the recognition
of revenue in the appropriate year. The details of the adjustment are reflected in item 29 of Notes to the Accounts.
In view of this the Board has further enhanced the revenue recognition processes to mitigate future risks.
The Board remains committed towards the establishment of a sound system of internal control and therefore recognises that the
system must continuously evolve to support growth. In striving for continuous improvement, the Company will put in place
appropriate actions plans, when necessary, to further enhance the Company’s system of internal control.
The above internal control framework does not cover associate companies.
CHAIRPERSON
MEMBERS
SECRETARY
TERMS OF REFERENCE
The Committee shall be appointed by the Board of Directors of Mesiniaga from amongst their members and shall consist of not
less than three members, the majority of whom shall be independent Directors.
b. if he/she is not a member of the Malaysian Institute of Accountants, he/she must have at least three (3) years’ working
experience and:-
i. he/she must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
ii. he/she must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the
Accountants Act 1967; or
Frequency of Meetings
Meetings shall be held not less than four times a year and as and when required during the financial year. The quorum for a
meeting shall be at least two Independent Directors.
THE AUDIT COMMITTEE
Secretary
The Secretary of the Audit Committee shall be the Head of Internal Audit of the Company. All meetings shall be minuted.
The primary objective of the Audit Committee is to assist the Board in the effective discharge of its fiduciary responsibilities for
corporate governance, financial reporting and internal control.
(1) To consider the appointment of the external auditor, the audit fee and any questions of resignation or dismissal.
(2) To review the scope, functions and resources of the internal audit function.
(3) To review the internal audit programme and monitor its implementation.
(4) To review the internal audit reports and follow-up on the action taken to implement the recommendations of the internal
auditor.
(5) To review the year end financial statements, prior to the approval by the Board of Directors.
(7) To review the related party transactions and conflict of interest situations within the company or group.
Meetings Held
Date Zaiton Mohd. Hassan Chung Tian Sinn Nor Hayati Mohd. Kasim
24/02/2006 • • •
08/05/2006 • • •
11/08/2006 • • •
17/11/2006 • • •
Summary Of Activities
2. Review and adoption of quarterly financial results and yearly financial statements.
7. Review with the external auditor, the audit plan, evaluation of the system of internal controls, audit report and assistance
given by the company’s officers to the auditors.
2. Perform field audit and assessment for compliance with policies and procedures and operating effectiveness and controls.
8. Provide full cooperation to the external auditors in carrying out their audit.
9. Any other functions as instructed by the Audit Committee and the Board of Directors.
O T H E R I N F O R M AT I O N R E Q U I R E D B Y T H E
LISTING REQUIREMENTS OF BURSA SECURITIES
No funds were raised by the Company from any corporate The Company has never provided any Profit Guarantee.
proposal during the financial year.
MATERIAL CONTRACTS
SHARE BUY BACK
There were no material contracts by the Company and its
During the financial year, the Company did not enter into any subsidiaries involving Directors or substantial shareholders’
share buy back transactions. interest during the financial year.
There were no Options issued and exercised throughout the There were no contracts relating to a loan by the Company
year 2006 and the Company did not implement any other during the financial year.
Options, Warrants or Convertible Securities.
CONFLICT OF INTEREST
AMERICAN DEPOSITORY RECEIPT (“ADR”)/GLOBAL
Unless otherwise disclosed, the directors were not aware of
DEPOSITORY RECEIPT (“GDR”)
any conflict of interest among the directors with the Company,
During the financial year, the Company did not enter into any existing at the end of the Financial Year 2006.
ADR/GDR transactions.
CONTENTS
60 Directors’ Report
64 Statement by Directors
64 Statutory Declaration
65 Report of the Auditors
66 Income Statements
67 Balance Sheets
69 Consolidated Statement
of Changes in Equity
70 Company Statement
of Changes in Equity
71 Cash Flow Statements
73 Notes to the Financial
Statements
D I R E C T O R S ’ R E P O RT
The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the
financial year ended 31 December 2006.
PRINCIPAL ACTIVITIES
The Company is principally involved in the sale and service of information technology products and related services. The principal activities of the
subsidiaries are described in Note 13 to the financial statements.
There have been no significant changes in the activities of the Group and of the Company during the financial year.
FINANCIAL RESULTS
Group Company
RM’000 RM’000
DIVIDENDS
The dividends on ordinary shares paid by the Company since 31 December 2005 are as follows:
RM'000
In respect of the financial year ended 31 December 2005 as shown in the Directors’ Report of that year:
- final gross dividend of 19 sen per share, less income tax of 28%, paid on 7 July 2006
8,263
The Directors now recommend the payment of a final gross dividend of 19 sen per share, less income tax, amounting to RM8,377,757 subject
to the approval of the members at the forthcoming Annual General Meeting.
All material transfers to or from reserves and provisions during the financial year are shown in the financial statements.
D I R E C T O R S ’ R E P O RT (cont’d) Mesiniaga Berhad (79244-V) 60/61
DIRECTORS
The Directors who have held office during the period since the date of the last report are as follows:
DIRECTORS' BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, being arrangement with the object or
objects of enabling Directors of the Company to 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 a benefit (other than the Directors’ remuneration
disclosed in Note 6 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with
a firm of which he is a member, or with a company in which he has a substantial financial interest.
According to the Register of Directors' Shareholdings, particulars of interests of Directors who held office at the end of the financial year in shares
in the Company are as follows:
At At
1.1.2006 Bought Sold 31.12.2006
‘000 ‘000 ‘000 ‘000
(1)
Including interests held under nominee accounts with CIMB Trustee Berhad, Citicorp Nominees (Tempatan) Sdn. Bhd. & Alliancegroup
Noms (Tempatan) Sdn. Bhd.
(2)
Including interests held under nominee accounts with CIMB Trustee Berhad and Citicorp Nominees (Tempatan) Sdn. Bhd.
D I R E C T O R S ’ R E P O RT (cont’d)
Other than those disclosed above, according to the Register of Directors’ Shareholdings, none of the other Directors in office at the end of the
financial year held any interest in shares, options over shares and debentures of the Company and its related corporations during the financial
year.
Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps:
(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts
and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts;
and
(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown
in the accounting records of the Group and the Company had been written down to an amount which they might be expected so to realise.
At the date of this report, the Directors are not aware of any circumstances:
(a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of
the Group and the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and the Company misleading; or
(c) Which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and the Company
misleading or inappropriate.
No contingent 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, in the opinion of the Directors, will or may affect the ability of the Group and the Company to meet their obligations when
they fall due.
(a) any charge on the assets of the Group and the Company which has arisen since the end of the financial year which secures the liability of
any other person; or
(b) any contingent liability of the Group and the Company which has arisen since the end of the financial year.
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which
would render any amount stated in the financial statements misleading.
D I R E C T O R S ’ R E P O RT (cont’d) Mesiniaga Berhad (79244-V) 62/63
(a) the results of the Group's and the Company's operations during the financial year were not substantially affected by any item, transaction
or event of a material and unusual nature, except as disclosed in Note 29 to the financial statements; and
(b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material
and unusual nature likely to affect substantially the results of the operations of the Group or the Company for the year in which this report
is made.
WAN MOHAMED FUSIL BIN WAN MAHMOOD MOHD PUZI BIN AHAMAD
DIRECTOR DIRECTOR
S TAT E M E N T B Y D I R E C T O R S
P U R S U A N T T O S E C T I O N 1 6 9 ( 1 5 ) O F T H E C O M PA N I E S A C T, 1 9 6 5
We, Wan Mohamed Fusil bin Wan Mahmood and Mohd Puzi bin Ahamad, two of the Directors of Mesiniaga Berhad, state that, in the opinion of
the Directors, the financial statements set out on pages 73 to 108 are drawn up so as to give a true and fair view of the state of affairs of the
Group and of the Company as at 31 December 2006 and of the results and cash flows of the Group and of the Company for the financial year
ended on that date in accordance with the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the
provisions of the Companies Act, 1965.
WAN MOHAMED FUSIL BIN WAN MAHMOOD MOHD PUZI BIN AHAMAD
DIRECTOR DIRECTOR
S TAT U T O RY D E C L A R AT I O N P U R S U A N T T O
P U R S U A N T T O S E C T I O N 1 6 9 ( 1 6 ) O F T H E C O M PA N I E S A C T, 1 9 6 5
I, Mohd Puzi bin Ahamad, the Director primarily responsible for the financial management of Mesiniaga Berhad, do solemnly and sincerely declare
that the financial statements set out on pages 73 to 108 are, in my opinion, correct and I make this solemn declaration conscientiously believing
the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the abovenamed, Mohd Puzi bin Ahamad, at Subang Jaya in Malaysia on 16 April 2007 before me.
We have audited the financial statements set out on pages 73 to 108. These financial statements are the responsibility of the Company’s
Directors. It is our responsibility to form an independent opinion, based on our audit, on these financial statements and to report our opinion to
you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any
other person for the content of this report.
We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on
a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting
principles used and significant estimates made by Directors, as well as evaluating the overall financial statement presentation. We believe that
our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and the MASB Approved
Accounting Standards in Malaysia for Entities Other than Private Entities so as to give a true and fair view of:
(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and
(ii) the state of affairs of the Group and of the Company as at 31 December 2006 and of the results and cash flows of the Group and
of the Company for the financial year ended on that date;
and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and the subsidiaries have been properly
kept in accordance with the provisions of the Act.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's financial statements are in form
and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory
information and explanations required by us for those purposes.
Our auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any adverse comment
made under subsection (3) of Section 174 of the Act.
16 April 2007
I N C O M E S TAT E M E N T S
FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Group Company
Attributable to:
Equity holders of the Company 14,727 16,395 13,856 15,192
Minority interest 836 508 0 0
Group Company
ASSETS
Non-current assets
Property, plant and equipment 12 54,942 57,166 54,764 57,050
Investment in subsidiaries 13 0 0 1,200 1,200
Investment in associates 14 3,147 3,155 3,155 3,155
Deferred tax assets 15 166 141 0 0
Current Assets
Inventories 16 15,895 26,933 11,918 23,778
Receivables, deposits and prepayments 17 153,210 151,497 151,474 149,041
Tax recoverable 2,522 1,121 2,522 991
Deposits with a licensed financial institution 18 8,354 26,791 6,000 24,000
Cash and bank balances 18 2,117 1,628 696 962
Non-current liabilities
Post-employment benefits obligations 21 2,683 2,292 2,683 2,292
Finance lease liabilities 22 92 411 92 411
Deferred tax liabilities 15 1,509 1,768 1,461 1,768
Group Company
Current liabilities
Payables 19 47,081 92,073 47,129 90,878
Short term borrowings (unsecured and interest bearing) 20 5,002 0 5,002 0
Bank overdraft (unsecured and interest bearing) 18 5,158 205 5,158 205
Taxation 767 640 491 503
Capital
Number of Nominal Share Revaluation reserve on Retained Minority
Note shares value premium reserve consolidation earnings Total Interest Total
‘000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2005
- as previously reported 60,402 60,402 4,126 12,425 40 82,760 159,753 3,606 163,359
- prior year adjustment 29 0 0 0 0 0 (1,542) (1,542) 0 (1,542)
At 1 January 2005(restated) 60,402 60,402 4,126 12,425 40 81,218 158,211 3,606 161,817
Final dividends:
At 31 December 2005 60,402 60,402 4,126 12,425 40 90,147 167,140 3,903 171,043
At 1 January 2006
- as previously reported 60,402 60,402 4,126 12,425 40 92,700 169,693 3,903 173,596
- prior year adjustment 29 0 0 0 0 0 (2,553) (2,553) 0 (2,553)
- effects of adopting FRS 3 28 0 0 0 0 (40) 40 0 0 0
At 1 January 2006(restated) 60,402 60,402 4,126 12,425 0 90,187 167,140 3,903 171,043
Final dividends:
At 31 December 2006 60,402 60,402 4,126 12,425 0 96,651 173,604 4,457 178,061
At 1 January 2005
- as previously reported 60,402 60,402 4,126 12,425 80,983 157,936
- prior year adjustment 29 0 0 0 0 (1,542) (1,542)
At 1 January 2006
- as previously reported 60,402 60,402 4,126 12,425 89,720 166,673
- prior year adjustment 29 0 0 0 0 (2,553) (2,553)
At 1 January 2006(restated) 60,402 60,402 4,126 12,425 87,167 164,120
Final dividends:
- 31 December 2005 11 0 0 0 0 (8,263) (8,263)
Profit for the year 0 0 0 0 13,856 13,856
Group Company
OPERATING ACTIVITIES
Net cash (used in)/ generated from operating activities (16,225) 46,493 (17,419) 45,430
Group Company
INVESTING ACTIVITIES
FINANCING ACTIVITIES
NET(DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS
DURING THE FINANCIAL YEAR (22,901) 11,683 (23,220) 11,083
1 GENERAL INFORMATION
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and the Company’s shares are publicly traded
on the Main Board of Bursa Malaysia Securities Berhad.
The Company is principally involved in the sale and service of information technology products and related services. The principal activities
of the subsidiaries are described in Note 13 to the financial statements. There have been no significant changes in the nature of the principal
activities of the Group and of the Company during the financial year.
The address of the registered office and the principal place of business of the Company is as follows:
2 BASIS OF PREPARATION
The financial statements of the Group and Company have been prepared in accordance with the provisions of the Companies’ Act 1965,
Financial Reporting Standards and the MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities.
The financial statements have been prepared under the historical cost convention except as disclosed in this summary of significant
accounting policies. For example, land and buildings and investment properties are stated at fair value.
The preparation of financial statements in conformity with Financial Reporting Standards requires the use of certain critical accounting
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at
the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. It also requires
Directors to exercise their judgment in the process of applying the Company’s accounting policies. Although these estimates and judgment
are based on the Directors’ best knowledge of current events and actions, actual results may differ.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
(a) Standards, amendments to published standards and IC Interpretations that are effective
The new accounting standards, amendments to published standards and IC Interpretations to existing standards effective for the
Group and Company’s financial year beginning on 1 January 2006 are as follows:
FRS 1 First-time Adoption of Financial Reporting Standards
FRS 2 Share-based Payment
FRS 3 Business Combinations
FRS 5 Non-Current Assets Held for Sale and Discontinued Operations
FRS 101 Presentation of Financial Statements
FRS 102 Inventories
FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors
FRS 110 Events After the Balance Sheet Date
FRS 116 Property, Plant and Equipment
FRS 121 The Effects of Changes in Foreign Exchange Rates
FRS 127 Consolidated and Separate Financial Statements
FRS 128 Investments in Associates
FRS 131 Interests in Joint Ventures
FRS 132 Financial Instruments: Disclosure and Presentation
FRS 133 Earnings per Share
FRS 136 Impairment of Assets
FRS 138 Intangible Assets
FRS 140 Investment Property
Amendment to FRS 1192004 Employee Benefits – Actuarial Gains and Losses, Group Plans and Disclosures – in relation to the
‘’asset ceiling’’ test
IC 107 Introduction of the Euro
IC 110 Government Assistance – No Specific Relation to Operating Activities
IC 112 Consolidation – Special Purpose Entities
IC 113 Jointly Controlled Entities – Non-Monetary Contributions by Ventures
IC 115 Operating Leases – Incentives
IC 121 Income Taxes – Recovery of Revalued Non-Depreciable Assets
IC 125 Income Taxes - Changes in Tax Status of an Entity or its Shareholders
IC 127 Evaluating the Substance of Transactions Involving the Legal Form of a Lease
IC 129 Disclosure – Services Concessions Arrangement
IC 131 Revenue – Barter Transactions Involving Advertising Services
IC 132 Intangible Assets – Website Costs
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 74/75
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
(a) Standards, amendments to published standards and IC Interpretations that are effective (continued)
All changes in the accounting policies have been made in accordance with the transition provisions in the respective standards. All
new and revised applicable accounting standards (where applicable) adopted by the Group and Company require retrospective
application other than:
FRS 2 - retrospective application on all equity instruments granted after 31 December 2004 and not vested as at
1 January 2006;
FRS 3 - prospectively for business combination agreements dated on or after 1 January 2006;
FRS 5 - prospectively for non-current assets or disposal groups that meet the criteria to be classified as held for sale
and operations that meet the criteria to be classified as discontinued on or after 1 January 2006;
FRS 116 - the exchange of property, plant and equipment is accounted at fair value prospectively; and
FRS 121 - prospective accounting for goodwill and fair value adjustments as part of foreign operations.
A summary of the impact of the new accounting standards, amendments to the published standards and IC Interpretations to existing
standards on the financial statements of the Group and the Company is set out in Note 28 to the financial statements.
(b) Standards, amendments to published standards and IC Interpretations to existing standards that are not yet effective and have not
been early adopted
The new standards, amendments to published standards and IC Interpretations that are mandatory for the Group’s financial year
beginning on 1 January 2007, which the Group has not early adopted, are set out below. The Group has not disclosed the financial
impact of the application of this standard following the transitional provision which provides exemption from early disclosure of the
financial impact prior to its effective date.
• FRS 117 Leases (effective for accounting period beginning on or after 1 October 2006). This standard requires the
classification of leasehold land as prepaid lease payment. The Group will apply this standard from financial year beginning on
1 January 2007, where applicable.
• FRS 124 Related Party Disclosures (effective for accounting period beginning on or after 1 October 2006). This standard will
affect the identification of related parties and some other related party disclosures. The Group will apply this standard from
financial year beginning 1 January 2007.
• FRS 139 Financial Instruments : Recognition and Measurement (effective date yet to be determined by MASB). This new
standard establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy
and sell non-financial items. Hedge accounting is permitted only under strict circumstances. The Group will apply this standard
when effective.
• Amendment to FRS 1192004 Employee Benefits – Actuarial Gains and Losses, Group Plans and Disclosures (effective for
accounting periods beginning on or after 1 January 2007). This amendment introduces the option of an alternative recognition
approach for actuarial gains and losses. It may impose additional recognition requirements for multi-employer plans where
insufficient information is available to apply defined benefit accounting. It also adds new disclosure requirements. The Group
will apply this amendment from financial year beginning 1 January 2007, where applicable.
(c) Standards that are not yet effective and not relevant or material for the Group’s operations
• FRS 6 Exploration for and Evaluation of Mineral Resources (effective for accounting year beginning on or after 1 January 2007).
FRS 6 is not relevant to the Group’s operations as the Group does not carry out exploration for and evaluation of mineral
resources.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
The following accounting policies have been used consistently in dealing with items which are considered material in relation to the financial
statements.
Subsidiaries are entities over which the Group has the ability to control the financial and operating policies so as to obtain benefits
from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered
when assessing whether the Group has such power over another entity.
The Group has taken advantage of the exemption provided by FRS1222004 and FRS 3 to apply these Standards prospectively.
Accordingly, business combinations entered into prior to the respective effective dates have not been restated to comply with these
Standards.
In the Company’s separate financial statements, investments in subsidiaries are stated at cost less impairment losses. On disposal
of such investments, the difference between net disposal proceeds and their carrying amounts is included in income statement.
The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the balance sheet
date. The financial statements of the subsidiaries are prepared for the same reporting date as the Company.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be
consolidated until the date that such control ceases. In preparing the consolidated financial statements, intragroup balances,
transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated
financial statements for like transactions and events in similar circumstances.
Acquisition of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves allocating
the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of
acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given,
liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the acquisition.
Any excess of the cost of acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities represents goodwill. See accounting policy on goodwill in Note 3(c). Any excess of the Group’s interest in the net fair value
of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in income statement.
Minority interests represent the portion of profit or loss and net assets in subsidiaries not held by the Group. It is measured at the
minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the acquisition date and the minorities’ share
of changes in the subsidiaries’ equity since then.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 76/77
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Associates are entities in which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture.
Significant influence is the power to participate in the financial and operating policy decisions of the investee but not in control or joint
control over those policies.
Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting. Under
the equity method, the investment in associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition
changes in the Group’s share of net assets of the associate. The Group’s share of the net profit or loss of the associate is recognised
in the consolidated profit or loss. Where there has been a change recognised directly in the equity of the associate, the Group
recognises its share of such changes. In applying the equity method, unrealised gains and losses on transactions between the Group
and the associate are eliminated to the extent of the Group’s interest in the associate. After application of the equity method, the
Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in
the associate. The associate is equity accounted for from the date the Group obtains significant influence until the date the Group
ceases to have significant influence over the associate.
Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. Any excess of the Group’s
share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investments is
excluded from the carrying amount of the investments and is instead included as income in the determination of the Group’s share
of the associate’s profit or loss in the period in which the investment is acquired.
When the Group’s share of losses in the associate equals or exceeds its interest in the associate, including any long-term interest
that, in substance, form part of the Group’s net investment in the associate, the Group does not recognise further losses, unless it
has incurred obligations or made payments on behalf of the associate.
The most recent available audited financial statements of the associates are used by the Group in applying the equity method. Where
the dates of the audited financial statements used are not conterminous with those of the Group, the share of results is arrived at
from the last audited financial statements available and management financial statements to the end of the accounting period.
Uniform accounting policies are adopted for like transactions and events in similar circumstances.
In the Company’s separate financial statements, investments in associates are stated at cost less impairment losses.
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in profit or
loss.
(c) Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination over
the Group’s interest in the new fair value of the identifiable assets, liabilities and contingent liabilities. Following the initial recognition,
goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for
impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains
and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
For the purposes of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless the
asset does not generate cash flows that are largely independent of those from other assets. If this is the case, recoverable amount
is determined for the cash-generating unit (CGU) to which the asset belongs to. Goodwill acquired in a business combination is, from
acquisition date, allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to benefit from the synergies of the
combinations, irrespective of whether other assets or liabilities of the Group are assigned to those units or groups of units.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
All items of property, plant and equipment are initially recorded at cost. Subsequent cost are included in the asset’s carrying amount
or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item
will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised.
All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred.
Land and buildings are subsequently shown at revaluation, based on valuations by external independent valuers, less subsequent
depreciation for buildings and impairment losses. Any accumulated depreciation at the date of revaluation is eliminated against the
gross carrying amount of the asset and the net amount is restated to the revalued amount of the asset. All other property, plant and
equipment are stated at cost less accumulated depreciation and any accumulated impairment losses.
Increases in the carrying amount arising on revaluation of land and buildings are credited to revaluation reserves in shareholders’
equity. Decreases that offset previous increases of the same asset are charged against revaluation reserves directly in equity, all other
decreases are charged to the income statement.
Freehold land has an infinite life and therefore is not depreciated. Depreciation on capital work-in-progress commences when the
asset is ready for its intended use.
Depreciation of other property, plant and equipment is calculated on a straight-line basis to write off the cost of each asset to its
residual value over their expected useful lives, at the following annual rates:
Building 2%
Machines 14% - 33%
Office equipment, furnitures and fittings 7% - 33%
Fully depreciated assets still in use are retained in the financial statements.
The residual values, useful lives and depreciation method are reviewed at each financial year-end to ensure that the amount, method
and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic
benefit embodied in the items of property, plant and equipment.
All items of property, plant and equipment are derecognised upon disposal or when no future economic benefits are expected from
its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in the income
statements and the unutilised portion of the revaluation surplus on those items is taken directly to retained earnings.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 78/79
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
The carrying amounts of assets, other than inventories and deferred tax assets are reviewed at each balance sheet date to determine
whether there is any indication of impairment. If any such indication exists, the asset’s recoverable amount is estimated to determine
the amount of impairment loss.
For goodwill the recoverable amount is estimated at each balance sheet date or more frequently when indicators of impairment are
identified.
An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. In assessing value
in use, the estimate future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market
assessment of the time value of money and the risks specific to the asset. When the carrying amount of an asset exceeds its
recoverable amount, the asset is considered impaired and is written down to its recoverable amount. Impairment losses recognised
in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or
groups of units on a pro-rata basis.
An impairment loss is recognised in income statement in the period in which it arises, unless the asset is carried at a revalued amount,
in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment loss does not exceed
the amount held in the asset revaluation reserve for the same asset.
Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed
if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment
loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided
that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no
impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is
recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation
increase.
(f) Inventories
Inventories are stated at the lower of cost and net realisable value. Net realisable value is the estimated selling price in the ordinary
course of business, less the estimated costs of completion and estimated costs necessary to make the sale. Cost, which includes
purchase price and incidental charges, is determined on a weighted average basis.
Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions of the
instruments.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement. Interest,
dividends and gains and losses relating to a financial instrument classified as a liability, are reported as expense or income.
Distributions to holders of financial instruments classified as equity are recognised directly in equity. Financial instruments are offset
when the Group has a legally enforceable right to offset and intends to settle either on a net basis or to realise the asset and settle
the liability simultaneously.
The face values of financial assets (less any estimated credit adjustments) and financial liabilities with a maturity period of less than
one year are assumed to approximate their fair values.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Trade receivables are carried at invoiced amount less an estimate made for doubtful debts based on a review of outstanding amounts
at the financial year end.
Known bad debts are written off and specific allowance is made for any considered to be doubtful of collection.
For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank, deposit at call and short
term highly liquid investments which has an insignificant risk of changes in value, net of outstanding bank overdrafts.
Non-current investments other than investment in subsidiaries and associates are stated at cost less impairment losses.
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in profit or loss.
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received.
Ordinary shares are classified as equity. Other shares are classified as equity and/or liability according to the substance of the
particular instrument.
External cost directly attributable to the issue of new shares are shown as a deduction, net of tax, in equity from the proceeds.
The individual financial statements of each entity in the Group are measured using the currency of the primary economic
environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in
Ringgit Malaysia (RM), which is also the Company’s functional currency.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 80/81
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
In preparing the financial statements of the individual entities, transactions in currencies other than the entity’s functional
currency (foreign currencies) are recorded in the functional currencies using the exchange rate prevailing at the dates of the
transactions. At each balance sheet date, monetary items denominated in foreign currencies are translated at the rates
prevailing on the balance sheet date. Non-monetary items carried at fair value that are denominated in foreign currencies are
translated at the rates prevailing on the date when the fair value was determined. Non-monetary items that are measured in
terms of historical cost in a foreign currency are not translated.
Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are included in
profit or loss for the period.
Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the
period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are
recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.
Leases of property, plant and equipment where the Group assumes substantially all the benefits and risks of ownership are classified
as finance leases.
Finance leases are capitalised at the lower of the fair value of the leased property and the estimated present value of the minimum
lease payments at the date of inception. Each lease payment is allocated between the liability and charges so as to achieve a
constant rate on the balance outstanding. The corresponding rental obligations, net of finance charges, are included in payables.
The interest element of the finance charges is charged to the income statement over the lease period.
Property, plant and equipment acquired under finance leases are depreciated over the estimated useful life of the asset. Where there
is no reasonable certainty that the ownership will be transferred to the Group, the asset is depreciated over the shorter of the lease
term and its estimated useful life.
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated
services are rendered by employees. Short term accumulating compensated absences such as paid annual leave are
recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short
term non-accumulating compensated absences such as sick leave are recognised when the absences occur.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Defined contribution plans are post-employment benefit plans under which the Group pays fixed contributions into separate
entities or funds and will have no legal or constructive obligation to pay further contribution if any of the funds do not hold
sufficient assets to pay all employee benefits relating to employee services in the current and preceding financial years. Such
contributions are recognised as an expense in the profit or loss as incurred. As required by law, companies in Malaysia make
such contributions to the Employees Provident Fund (“EPF”).
The Company operates a funded defined benefit plan, which is an approved defined benefit plan under Section 150 of the
Income Tax Act, 1967.
The liability in respect of a defined benefit plan is the present value of the defined benefit obligations at the balance sheet date
minus the fair value of plan assets, together with adjustments for actuarial gains/losses and past service cost. The Group
determines the present value of the defined benefit obligation and the fair value of the plan assets with sufficient regularity such
that the amounts recognised in the financial statements do not differ materially from the amounts that would be determined at
the balance sheet date.
The defined benefit obligation, calculated using the projected unit credit method, is determined by independent actuaries,
considering the estimated future cash outflows using market yields at balance sheet date of government securities and
corporate bonds, which have currency and terms of maturity approximating the terms of the related liability.
Plan assets in excess of the defined obligation are subject to the asset limitation specified in FRS 1192004.
Actuarial gains and losses arise from experience adjustments and changes in actuarial assumptions. The amount of net
actuarial gains and losses recognised in the income statement is determined by the corridor method in accordance with FRS
1192004 and is charged or credited to income over the average remaining service lives of the related employees participating in
the defined benefit plan.
Past service costs are recognised immediately in income, unless the changes to the plan are conditional on the employees
remaining in service for a specified period of time (the vesting period). In this case, the past service costs are amortised on a
straight line basis over the vesting period.
Income tax on profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of income t a xe s
payable in respect of the taxable profit for the year and is measured using the tax rates that have been enacted at the
balance sheet date.
Deferred tax is provided for, using the liabilities method. In principle, deferred tax liabilities are recognised for all taxable temporary
differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, unused tax
losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or
negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and at the
time of the transaction, affects neither accounting profit nor taxable profit.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 82/83
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Deferred tax is measured at tax rate that are expected to apply in the period when the asset is realised or the liability is settled, based
on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is recognised as income or an
expense and included in the profit or loss for the period, except when it arises from a transaction which is recognised directly in equity,
in which case the deferred tax is also recognised directly in equity, or when it arises from a business combination that is an acquisition,
in which case the deferred tax is included in the resulting goodwill or the amount of any excess of the acquirer’s interest in the net
fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of the combination.
Revenue for the Group comprises the fair value of the consideration received or receivable for the sale of goods and rendering of
services, net of taxes, rebates and discounts, and after elimination sales within the Group. Revenue arising from the sale of hardware
and software is recognised upon delivery of goods or when significant risk and rewards of ownership of goods are transferred to the
customers. Revenue arising from the rendering of services is recognised in the period the services are rendered.
Dividend income is recognised when the right to receive payment is established. Rental income is recognised on an accrual basis.
Interest income is recognised on a time proportion basis that reflects the effective yield on the asset.
(r) Borrowings
Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent periods,
borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of transaction costs)
and the redemption value is recognised in the income statement over the period of the borrowings.
Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least
12 months after the balance sheet date
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
The Group’s activities expose it to a variety of financial risks, including foreign currency exchange risk, interest rate risk, credit risk, liquidity
and cash flow risk. The Group’s overall financial risk management objective is to ensure that the Group creates value for its shareholders.
Financial risk management is carried out through risk reviews, internal control systems, insurance programmes and adherence to Group
financial risk management policies. The management regularly reviews these risks.
The Group is exposed to various currencies, mainly United States Dollar and Singapore Dollar. Foreign currency denominated assets
and liabilities together with expected cash flows from anticipated transactions denominated in foreign currencies give rise to foreign
exchange exposures. Foreign currency exposures are kept to an acceptable level.
Interest rate exposure arises mainly from the Group’s deposits and borrowings. The Group’s income and operating cash flows are
substantially independent of changes in market interest rates.
Credit risk arises when sales are made on deferred credit terms. The Group controls these risks by application of credit approvals,
limits and monitoring procedures. Trade receivables are monitored on an ongoing basis via regular updates and management
reporting procedures.
Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of customers. The Group’s
historical experience in collection of trade receivables falls within the recorded allowances. Due to these factors, management
believes that no additional credit risk beyond amounts allowed for collection loss is inherent in the Group’s trade receivables.
The Group practices prudent liquidity risk management to minimise the mismatch of financial assets and liabilities. The Group
maintains sufficient level of cash to meet its working capital requirements. The Group also maintains sufficient level of banking
facilities for contingent funding of working capital.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 84/85
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
5 REVENUE
Group Company
Sale of:
- hardware 172,326 131,726 162,677 123,706
- software 36,169 51,219 34,018 49,046
- services 107,731 139,548 103,123 137,970
6 STAFF COST
Group Company
Wages, salaries, bonus and other employment benefits 40,019 35,461 38,498 36,524
Defined contribution retirement plan (Note 21) 4,172 3,988 2,175 2,047
Defined benefit retirement plan (Note 21) 689 623 689 623
Details of the defined contribution and defined benefit plans of the Group and Company are set out in Note 21 to the financial statements.
The aggregate amount of emoluments received and receivable by Directors of the Group and Company during the financial year is as
follows:
Group Company
Non-executive Directors
- fees 137 153 137 153
- others 27 27 27 27
Executive Directors
- salaries and bonus 1,001 968 754 704
- defined contribution retirement plan 103 100 91 86
- defined benefit retirement plan 47 46 47 46
Estimated money value of benefits-in-kind of Directors of the Group and Company is RM338,000 and RM194,000 (2005: RM277,000
and RM108,000) respectively.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Group Company
8 FINANCE COST
2006 2005
RM’000 RM’000
658 339
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 86/87
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
9 TAX EXPENSE
Group Company
Current tax:
Current year - Malaysian income tax 7,048 6,870 6,216 6,348
Underaccrual in prior years (net) 222 17 222 0
Deferred tax:
Reversal and origination of temporary differences (Note 15) (284) 141 (307) 97
The explanation of the relationship between tax expense and profit before tax is as follows:
Group Company
Included in the tax expense of the Group are tax savings from utilisation of tax losses and unabsorbed capital allowances as follows:
Group
2006 2005
RM’000 RM’000
The amount of unutilised tax losses and unabsorbed capital allowances for which no deferred tax assets is recognised in the balance
sheet is as follows:
Group
2006 2005
RM’000 RM’000
2,327 1,592
Subject to the agreement by the tax authorities, the Company has sufficient tax credits available under Section 108(6) of the Malaysian
Income Tax Act, 1967 to frank the payment of net dividends out of all its retained earnings as at 31 December 2006 if paid out as dividends.
In addition, the Company has tax exempt income as at 31 December 2006 arising from the Income Tax (Amendment) Act, 1999, relating
to tax on income earned in 1999 being waived and first tier exempt dividend income amounting to approximately RM1,016,520 and
RM832,500 (2005: RM1,016,520 and RM832,500) respectively available for distribution as tax exempt dividends to shareholders. This tax
exempt income is subject to agreement by the tax authorities.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 88/89
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Basic earnings per share of the Group is calculated by dividing the net profit attributable to shareholders by the weighted average number
of ordinary shares in issue during the financial year.
Group
2006 2005
RM’000 RM’000
Net profit attributable to ordinary equity holder of the Company (RM’000) 14,727 16,395
Weighted average number of ordinary shares in issue (‘000) 60,402 60,402
11 DIVIDENDS
2006 2005
RM’000 RM’000
8,263 7,466
The Directors have recommended the payment of a final gross dividend of 19 sen per share, less income tax, amounting to RM8,377,757
subject to the approval of the members at the forthcoming Annual General Meeting.
The financial statements do not reflect the proposed final dividends for the financial year ended 31 December 2006, which will only be
accrued as a liability in the financial year ending 31 December 2007, after approval by the shareholders.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Office
equipment,
Freehold furnitures
Freehold land, land, Building, Building, Machines, and fittings,
at cost at valuation at cost at valuation at cost at cost Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
2006
Cost/Valuation
Accumulated depreciation
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Office
equipment,
Freehold furnitures
Freehold land, land, Building, Building, Machines, and fittings,
at cost at valuation at cost at valuation at cost at cost Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Group
2005
Cost/Valuation
Accumulated depreciation
Office
equipment,
Freehold furnitures
Freehold land, land, Building, Building, Machines, and fittings,
at cost at valuation at cost at valuation at cost at cost Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Company
2006
Cost/Valuation
Accumulated depreciation
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Office
equipment,
Freehold furnitures
Freehold land, land, Building, Building, Machines, and fittings,
at cost at valuation at cost at valuation at cost at cost Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Company
2005
Cost/Valuation
Accumulated depreciation
The freehold land and building were revalued on 30 September 2003 by CH Williams Talhar & Wong Sdn. Bhd. using the comparison
method to reflect fair value.
The book values of freehold land and buildings were adjusted to reflect the revaluations and the resultant surpluses were credited to
revaluation reserve.
The net book value of the revalued freehold land and building had these assets been carried at cost less accumulated depreciation are as
follows:
2006 2005
RM’000 RM’000
Included in property, plant and equipment of the Group and Company are machines acquired under finance lease agreements, with net
book value of RM615,000 (2005: RM984,000).
13 INVESTMENT IN SUBSIDIARIES
Company
2006 2005
RM’000 RM’000
1,200 1,200
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 94/95
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Details of the subsidiaries, all of which are incorporated in Malaysia, are as follows:
Group’s
effective interest
Mesiniaga Techniques Sdn.Bhd. Provision of human resources to the holding company 100 100
Mesiniaga MSC Sdn. Bhd. Provision of human resources to the holding company 100 100
Mesiniaga SCS Sdn. Bhd. Provision of management training and consulting services 60 60
14 INVESTMENT IN ASSOCIATES
Group
2006 2005
RM’000 RM’000
Company
2006 2005
RM’000 RM’000
3,155 3,155
Details of the associates, all of which are incorporated in Malaysia, are as follows:
Group’s
effective interest
Advantage Systems
Sdn. Bhd. # Provision of data connectivity and communication services 30 30
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities
and when the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown
in the balance sheets:
Group Company
Group Company
16 INVENTORIES
Group Company
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Group Company
634 7 634 7
Group Company
The amounts due from subsidiaries and associates are unsecured, interest free and have no fixed terms of repayment.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Group Company
Bank overdraft (unsecured and interest bearing) (5,158) (205) (5,158) (205)
Bank balances are deposits held at call with banks and earn no interest.
The Group and Company’s effective weighted average interest rate of deposits at the end of the financial year is 3.00% (2005: 2.65%) per
annum.
Deposits of the Group and Company as at 31 December 2006 are time deposits, which have an average maturity period of 20 days (2005:
20 days).
The Group and Company’s effective weighted average interest rate of bank overdraft at the end of the financial year is 7.90% (2005: 7.37%)
per annum.
19 PAYABLES
Group Company
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
19 PAYABLES (cont’d)
Group Company
Amounts due to subsidiaries and associates are unsecured, interest free and have no fixed terms of repayment.
2006 2005
RM’000 RM’000
2006 2005
RM’000 RM’000
The Company and its subsidiaries, which are all incorporated in Malaysia, contribute to the Employees Provident Fund, the national
defined contribution plan. Once contributions have been paid, the Group has no further payment obligations.
The Group operates a funded defined benefit plan, which is an approved defined benefit plan under Section 150 of the Income Tax
Act, 1967. The defined benefit plan is applicable for eligible employees who have completed at least 15 years of service at the time
of retirement and are employed prior to 2 July 2002.
The assets of the funded plan are held in separate trustee administered funds.
The latest actuarial valuation of the plan as at 31 December 2006 was carried out on 16 March 2007.
The movements during the year in the amounts recognised in the balance sheet are as follows:
Group Company
Group Company
At 31 December
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
Group Company
The principle actuarial assumptions used in respect of the Company’s defined benefit plan are as follows:
Group Company
At 31 December
Discount rates 6.0 6.5 6.0 6.5
Expected return on plan assets 6.5 7.0 6.5 7.0
Expected rate of salary increases
- prior to age 30 10.0 10.0 10.0 10.0
- from age 30 to 39 7.0 7.0 7.0 7.0
- thereafter 6.0 6.0 6.0 6.0
Group Company
This represents future instalments under finance lease agreements, repayable as follows:
2006 2005
RM’000 RM’000
477 797
Future finance charges on finance leases (19) (72)
458 725
The finance lease liabilities are secured as the rights to the leased assets revert to the lessor in the event of default.
23 SHARE CAPITAL
2006 2005
RM’000 RM’000
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
24 FINANCIAL INSTRUMENTS
(b) The following methods and assumptions are used to estimate the fair values of each class of financial instruments:
(i) Trade and other receivables and payables
The historical cost carrying amounts of trade receivables and trade payables subject to normal trade credit terms approximate
their fair values. The carrying amounts of other receivables and other payables are reasonable estimates of fair value because
of their short maturity term.
(ii) Deposits, cash and bank balances, short term borrowings and bank overdraft
The carrying amounts of deposits, cash and bank balances, short term borrowings and bank overdraft approximate their fair
values due to the relatively short maturity term of these instruments.
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other significant related party
transactions.
The related party transactions described above were carried out on terms and conditions obtainable in transactions with unrelated parties.
The significant related party transactions are as follows:
Individually significant outstanding balances arising from the sale/purchase of goods and services during the financial year are as follows:
Payables:
- Advantage System Sdn. Bhd. Purchase of goods 130 611
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
26 SEGMENTAL REPORTING
The Group is primarily engaged in one business segment, namely the sales and service of information technology products in Malaysia.
Accordingly, there are no differing risks and returns in the sales of products and provision of services by its business segment.
27 CAPITAL COMMITMENTS
Capital expenditure not provided for the financial statements are as follows:
2006 2005
RM’000 RM’000
Analysed for:
- property, plant and equipment 4,410 0
(a) FRS 3: Business Combination, FRS 136: Impairment of Assets and FRS 138: Intangible Assets
The new FRS 3 has resulted in consequential amendments to two other accounting standards, FRS 136 and FRS 138.
(i) Excess of Group’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over cost
(previously known as consolidation reserve)
Under FRS 3, any excess of the Group’s interest in the new fair value of acquiree’s identifiable assets, liabilities and contingent
liabilities over cost of acquisitions, after reassessment, is now recognised immediately in profit or loss. In accordance with
transitional provisions of FRS 3, the consolidation reserve as at 1 January 2006 of RM40,000 was derecognised with a
corresponding increase in retained earnings.
Because the revised accounting policy has been applied prospectively, the change has had no impact on amounts reported
for 2005 or prior periods. The impact on the Group’s financial statements in particular the Group’s retained earnings as at 1
January 2006 is detailed in Note 29.
N O T E S T O T H E F I N A N C I A L S TAT E M E N T S Mesiniaga Berhad (79244-V) 106/107
F O R T H E F I N A N C I A L Y E A R E N D E D 3 1 D E C E M B E R 2 0 0 6 (cont’d)
28 CHANGES IN ACCOUNTING POLICIES AND ADOPTION OF NEW AND REVISED FRS (cont’d)
Prior to 1 January 2006, minority interests at the balance sheet date were presented in the consolidated balance sheet separately
from liabilities and equity. Upon the adoption of the revised FRS 101, minority interests are now presented within total equity. In the
consolidated income statement, minority interests are presented as an allocation of the total profit or loss for the year. A similar
requirement is also applicable to the statement of changes in equity. The revised FRS 101 also requires disclosure, on the face of
the statement of changes in equity, total recognised income and expenses for the year, showing separately the amounts attributable
to equity holders of the Company and to minority interests.
Prior to 1 January 2006, the Group’s share of taxation of associates accounted for using the equity method was included as part of
the Group’s income tax expense in the consolidated income statement. Upon the adoption of the revised FRS 101, the share of
taxation of associates accounted for using equity method are now included in the respective shares of profit or loss reported in the
consolidated income statement before arriving at the Group’s profit or loss before tax.
These changes in presentation have been applied retrospectively and has no impact on the Group’s financial statements.
Revenue
As recognition Adoption of
previously adjustment FRS 3 As
reported (Note 29(a)) (Note 28(a)) restated
RM’000 RM’000 RM’000 RM’000
Group
Balance Sheet
Revenue
As recognition Adoption of
previously adjustment FRS 3 As
reported (Note 29(a)) (Note 28(a)) restated
RM’000 RM’000 RM’000 RM’000
Company
Income Statement for the year
ended 31 December 2005
Balance Sheet
(a) The Company had identified transactions in respect of which certain amounts were recognised as revenue during the financial year
ended 31 December 2005 for which significant risks and rewards of ownership had only transferred during the current financial year
ended 31 December 2006.
The Board of Directors had subsequently initiated a review of the Group’s and Company’s revenue recognition processes. Arising
from this, the Group’s and Company’s prior year financial statements have been restated to reflect the recognition of revenue in the
appropriate year.
The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 16 April 2007.
P R O P E RT I E S O W N E D B Y T H E G R O U P Mesiniaga Berhad (79244-V) 108/109
A S AT 3 1 D E C E M B E R 2 0 0 6
Terms of
Tenant’s Net Book
leases or Approximate Value
Address Description Usage Tenure under leases age (RM’000)
HS(D) 65056, Commercial Land Office Freehold Nil Thirteen (13) 36,445
PT 12204, comprising a Building Years
Mukim Damansara, 15-storey Office
Daerah Petaling, Selangor Building
(1A, Jalan SS16/1,
47500 Subang Jaya)
4th Floor, Unit 08-04, Shoplot Retention 99 Years Nil Six (6) 26
Lot No. 8 Jalan 4/146 Store Leasehold Years
Bandar Tasik Selatan expiring on
Wilayah Persekutuan 29.06.2087
Kuala Lumpur
5th Floor, Unit 08-05, Shoplot Retention 99 Years Nil Six (6) 271
Lot No. 8 Jalan 4/146 Store Leasehold Years
Bandar Tasik Selatan expiring on
Wilayah Persekutuan 29.06.2087
Kuala Lumpur
Lot 1047, Sek. 13, Commercial Office Freehold Nil Six (6) 9,711
Daerah Timur Laut, Land Building Years
Georgetown, comprising a
Pulau Pinang 4-storey Office
(Mutiara Mesiniaga, Building
No. 56, Jalan Larut,
10050 Georgetown,
Pulau Pinang
S H A R E H O L D I N G S TAT I S T I C S
SHAREHOLDING STRUCTURE
as at 30 March 2007
Class of Shares : There is only one class of shares, namely Ordinary Shares of RM1.00 each
ANALYSIS OF SHAREHOLDINGS
as at 30 March 2007
No. of % of % of Issued
Size of Shareholding Shareholders Shareholders No. of Shares Share Capital
Direct Deemed
No. Names Shareholdings Interest %
1
Interest held under his nominee accounts with CIMB Trustee Berhad, AllianceGroup Nominees (Tempatan) Sdn Bhd and Citicorp Nominees (Tempatan) Sdn Bhd
2
Interest held under his nominee accounts with CIMB Trustee Berhad and Citicorp Nominees (Tempatan) Sdn Bhd
30 LARGEST SHAREHOLDERS
as at 30 March 2007
30 LARGEST SHAREHOLDERS
as at 30 March 2007 (cont’d)
NOTICE IS HEREBY GIVEN that the Twenty Fifth Annual General Meeting of the Company will be held at Auditorium Ismail Sulaiman, Menara
Mesiniaga, 1A, Jalan SS16/1, 47500 Subang Jaya on Thursday, 14 June 2007 at 2.30 pm for the following purposes:
Agenda
1. To receive and adopt the Audited Accounts for the year ended 31 December 2006 together with the Reports of Directors
and Auditors thereon. Resolution 1
2. To approve a First and Final Gross Dividend of 19% less tax, for the year ended 31 December 2006. Resolution 2
3. To approve Directors’ Fees for the year ended 31 December 2006. Resolution 3
4. To re-elect the following Directors retiring pursuant to Article 104 of the Company’s Articles of Association:
i. Dato’ Wan Abdullah Mohamad Resolution 4
ii. Mohd Puzi Ahamad Resolution 5
5. To re-appoint Messrs. PricewaterhouseCoopers as the Company’s Auditors and to authorise the Directors to fix their
remuneration. Resolution 6
6. As Special Business, to consider and, if thought fit, to pass the following Ordinary Resolution:
“THAT pursuant to Section 132D of the Companies Act, 1965 the Directors be and are hereby authorised to Issue shares
in the Company at any time until the conclusion of the next Annual General Meeting 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 to be issued pursuant to this resolution does not exceed 10% of the Issued Share Capital of the Company for the
time being, subject always to the approval of all the relevant regulatory bodies for such issue and allotment.” Resolution 7
Notes:
1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company.
2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such appointer is a corporation
under its common seal or the hand of its attorney.
3. All forms of proxy must be deposited at the Company’s Share Registrar’s Office at Symphony Share Registrars Sdn. Bhd., Level 26, Menara Multi-Purpose,
Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment
thereof.
4. The proposed Ordinary Resolution No. 7 under item 6 if passed, will authorise the Directors of the Company to allot and issue up to ten per cent (10%) of the
issued capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This authority unless
revoked or varied by the Company in general meeting will expire at the next Annual General Meeting of the Company.
A D D I T I O N A L S TAT E M E N T S 114
1. As stated in the Notice of Annual General Meeting on page 113 of this Annual Report, the Directors standing for re-election are:
Zaiton Mohd Hassan is retiring at the forthcoming Annual General Meeting and is not offering herself for a re-election.
2. Details of Board Meetings and the attendance of Directors at those meetings are as stated on page 49.
3. The Twenty Fifth Annual General Meeting of the Company will be held at Auditorium Ismail Sulaiman, Menara Mesiniaga, 1A, Jalan SS16/1,
47500 Subang Jaya on Thursday 14 June 2007 at 2.30 pm
4. Details of the Directors standing for re-election are as stated in the Directors’ profile column in pages 22 to 25. Their Securities holdings in
the Company are as stated on page 111.
NOTICE IS HEREBY GIVEN that subject to the approval of the shareholders at the forthcoming Annual General Meeting, a first and final dividend
of 19% less tax at 27% will be paid on 11 July 2007 to shareholders whose names appear in the Record of Depositors on 20 June 2007.
A Depositor shall qualify for entitlement to the dividend only in respect of:
a. Securities transferred into the Depositor’s Securities account before 5.00 pm on 20 June 2007 in respect of transfers; and
b. Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the rules of Bursa Malaysia Securities Berhad.
I/We
of
of
or failing him
of
as my/our proxy to vote for me/us and on my/our behalf at the Twenty Fifth Annual General Meeting of the Company, to be held on
Thursday, 14 June 2007 at 2.30 pm and at any adjournment thereof. The proxy is to vote on the resolutions set out in the Notice of
Meeting as indicated, with an ”X” in the appropriate space. If no specific direction as to voting is given, the proxy will vote or abstain
from voting at his discretion.
Signature of Shareholder
Note:
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of
the Company. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if such
appointer is a corporation under its common seal or the hand of its attorney. All forms of proxy must be deposited at the Company’s Share Registrar
Office at Symphony Share Registrars Sdn. Bhd., Level 26, Menara Multi-Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur
not less than 48 hours before the time set for holding the meeting or any adjournment thereof.
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STAMP
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