Goldis AnnualReport2003
Goldis AnnualReport2003
Goldis AnnualReport2003
“Circle”
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C O N T E N T S
Corporate Information 5
Directors’ Profile 13 - 15
List of Properties 82
Analysis of Shareholdings 83 - 86
Form of Proxy 87
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Corporate Information
Website
www.goldis.com.my
NOTICE IS HEREBY GIVEN THAT the Third Annual General Meeting of Gold IS Berhad will
be held at Function Room, Mezzanine Floor, Menara Tan & Tan, 207 Jalan Tun Razak,
50400 Kuala Lumpur on Tuesday 8 July 2003 at 10.30 a.m. to transact the following
business:
1. To receive and adopt the audited financial statements for the year ended 31 January
2003 and the Reports of the Directors and Auditors thereon. Resolution 1
2. To approve Directors’ fees of RM66,312 for the year ended 31 January 2003 Resolution 2
4. To re-elect Encik Daud Mah bin Abdullah who retires in accordance with Article 104
of the Articles of Association. Resolution 5
6. As Special Business
To consider and if thought fit, pass the following resolution 7 as an Ordinary
Resolution:
“That, subject to the Companies Act, 1965, the Articles of Association of the
Company and approvals of the relevant government and regulatory authorities,
the Directors be and are hereby empowered, pursuant to Section 132D of the
Companies Act, 1965, to allot and issue shares in the Company at any time and
upon such terms and conditions and for such purposes as the Directors may,
in their absolute discretion deem fit, provided that the aggregate number of
shares issued pursuant to this resolution does not exceed 10% of the issued
share capital of the Company for the time being and that the Directors be and
are also empowered to obtain the approval of the Kuala Lumpur Stock Exchange
for the listing and quotation for the additional shares so issued and that such
authority shall continue in force until the conclusion of the next Annual General
Meeting of the Company.” Resolution 7
7. To consider any other business of which due notice shall have been given.
Kuala Lumpur
14 June 2003
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his/her
stead. Where a member appoints two (2) proxies, the appointment shall be invalid unless the percentage of the shareholding to be
represented by each proxy is specified.
2. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorized in writing.
Where the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under
the hand of any officer or attorney duly authorized.
3. This Proxy Form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such
power or authority must be deposited at the Registered Office of the Company at Penthouse, Menara IGB, No. 1 The Boulevard,
Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding
the meeting or adjourned meeting.
1. The Directors who are standing for re-election, pursuant to Article 98 and 104 of the Articles of Association
are:
Direct % Indirect %
Ms Tan Lei Cheng (Art.98) 20.09.2000 1,645,907 0.51 1,931,586 0.60
Ms Pauline Tan Suat Ming (Art.98) 07.1.2002 120,833 0.04 77,290,735 24.11
Encik Daud Mah bin Abdullah (Art. 104) 15.01.2003 Nil Nil
Further details on the Directors standing for re-election at the Third Annual General Meeting are set out on
pages 13 to 15 of this Annual Report.
Attendance of the Directors standing for re-election at the annual general meeting are as follows:
Dear Shareholder,
Gold IS Berhad has performed well in the first year of operations. Even after meeting a capital repayment to
shareholders of RM444.5 million last year, the company still managed for the year ending 31st January 2003 to
achieve a profit-before-tax of RM50.7 million. Profit-after-tax attributable to shareholders was RM35.2 million or
11 cents per share.
It is also important to note that non-property related investments contributed a turnover of RM76.8 million for the
year. Although the profit contribution from these investments was only RM8.8 million, it is a very healthy start for
future growth.
“A big tree was once a small seed; a nine-storey building started with a basket of earth; a journey of a thousand
miles began with the first step.” - Lao Tsu
Gold IS Berhad is an investment holding company and below are brief highlights of the performance of its key
investments for the year. Although the highlights are financial numbers, it is important to realize that behind
each of these results is a team of dedicated and motivated individuals who have contributed to the overall group
performance.
“Misfortune and fortune do not come on their own accord. They befall only in accordance with the respective deeds
of people.” - Zuo Zhuan
Our 29.44% shareholding in IGB Corporation Berhad with a carrying value of RM618.0 million is still our main
asset. For the year 2002, the enlarged IGB group after its merger with Tan & Tan Developments Berhad achieved
significant growth in both revenue and pretax profit. Revenue for the year was RM405.7 million, more than double
that recorded in 2001 while pretax profit increased by 84.98% to RM114.5 million from RM61.9 million.
Net profit increased by 56.14% to RM78.8 million. All divisions performed well. The property division achieved
sales of RM400 million for the year and Mid Valley Megamall completed its first cycle of its 3-year tenancy
renewals in November 2002. These two factors together with IGB’s proposed divestment of its 19.58% in IJM
Berhad will mean that our investment in IGB Corporation Berhad will continue to see strong growth in earnings for
the coming year 2003.
Our joint-venture in Jili Plaza in Beijing contributed RM4.9 million to earnings for 2002. The trademart was 100%
tenanted for the year. Unfortunately, it is expected that the SARs will impact the second quarter performance of
the trademart and hotel this year as a number of areas was under quarantine in Beijing to contain the spread of
SARs.
On the development side, our joint-venture in GTB Holdings, the developer of Sun City contributed RM4.3 million
profit for the year 2002. Out of a total of 882 units of apartments only 58 units remained unsold by the 30 April
2003. Unless the SAR’s restriction in Beijing continues on for another month, we should be able to meet the target
handover date of the last block of apartments in June or July this year.
Pharmaceutical Division
Diversified Healthcare Services (DHS) Sdn Bhd achieved sales of RM43.4 million in 2002 compared with sales
of RM29.1 million in 2001. The investment contributed a profit of RM5.2 million for the year. Following the
successful launch of Ellgy Cracked Heel Cream into the Malaysian and Singaporean market last year, 2003 will see
the launch of Ellgy in Thailand and Vietnam. The introduction of the product into Taiwan and Hong Kong markets
will be dependent on the lifting of travel restrictions by WHO to the two regions.
With the continued launch of new products and penetration into new markets in the region, we expect this company
to continue its high growth in 2003.
10 G O L D I S A N N U A L R E P O R T 2 0 0 3
Chairman’s Letter to Shareholders (cont’d)
Our fledgeling investment in sms technology through Macro Kiosk Sdn Bhd and wireless broadband through Gold
Information Systems Sdn Bhd made a total loss of RM0.8 million for the year 2002. Since the last quarter of 2002,
there has been a noticeable increase in interest shown in our sms messaging center for the delivery of bulk sms.
Although the pricing of broadband services continued to face intense competition from other major telcos, we are
still able to maintain growth in our Hi-Bits broadband services. The coming year will see further investment into
brand building for both the companies.
The sale revenue has increased from RM24.2 million to RM25.9 million as compared with the last financial year.
As a result, the profit has increased from RM0.7 million to RM2.0 million. The 4th production line will commence
by June 2003. By then, the production capacity will be increased from 40,000 tonnes to 90,000 tonnes.
Sweat Club
Revenue for the financial year 2003 has increased by 6.67% compared to the last financial year, i.e. from RM4.5
million to RM4.8 million. But, the company has reported loss for the financial year 2003 for the amount of RM0.7
million compared with the loss in financial year 2002 of RM0.5 million.
New Investments
In the 4th quarter of last year, we made a 40% investment in a new company, Ecosem Sdn Bhd. Our 40% share
involved a total commitment of RM16 million and as of the first quarter of this year RM6.6 million has been
expended.
Ecosem Sdn Bhd is a new semi-conductor production facility in Oakland Industrial Park in Seremban. It will be
involved in the basic operation of assembly and testing of semi-conductors as well as the design of simple chips for
use of electrical components in buildings. The facility is expected to be operational by the last quarter of this year.
Financial Position
The gearing in the company remains low. We have repaid most of the local ringgit loans and maintained cash
deposits with the banks. We will continue to pursue new investments in the non-property sector.
Dividends
As the company started operations in January 2002, we have insufficient tax credit to declare dividends for the
year ended 31st January 2003. The capital repayment of IGB shares and ICPs in specie made in 2002 was in lieu
of dividends for the year.
Board Changes
During 2002, Mr. Tan Kee Keat resigned from the Board. I take this opportunity to thank him for his past
contribution. It is my pleasure to welcome to the Board Encik Daud Mah bin Abdullah as an independent director.
His experience in Boston Consulting and KSC Consulting will be invaluable to the Board.
TAN LEI CHENG (Non-Independent Executive Chairman & Chief Executive Officer)
Tan Lei Cheng, aged 46, a Malaysian, was appointed a director on 20.9.2000. Ms Tan was appointed Executive
Chairman and Chief Executive Officer (“CEO”) on 6 May 2002. She is the CEO of Tan & Tan Developments Berhad
(“Tan & Tan”) from March 1995, a property development company that was listed on the Kuala Lumpur Stock
Exchange until Gold IS Berhad took over its listing on 8 May 2002, following the completion of the merger between
the Company, Tan & Tan and IGB Corporation Berhad. She is the prime mover in identifying and developing projects
that are in the growth industries sector. She has twenty three years experience in the property industry and the
corporate sector. She holds a Bachelor of Commerce from the University of Melbourne, Australia, and a Bachelor
of Law from King’s College, London (LLB Hons.). She is also a member of Lincoln’s Inn and was admitted to the
English Bar in 1983. She is a director of IGB Corporation Berhad.
She is a sister of Tan Boon Lee and a daughter of Dato’ Tan Chin Nam, who is an indirect major shareholder of Gold
IS Berhad. She is a cousin of Pauline Tan Suat Ming, Robert Tan Chung Meng and Tony Tan Choon Keat, who are
indirect major shareholders.
She has no conflict of interest with the Company and she has not been convicted of offences within the past 10
years.
Tan Kim Leong, aged 64, a Malaysian, was appointed to the Board of Gold IS Berhad on 11 January 2002. Mr Tan
is the Executive Chairman of BDO Binder, a Director of Malaysian Plantations Berhad and a committee member of
the Kuala Lumpur Stock Exchange. He is a successful chartered accountant with 38 years of experience. He holds
professional memberships of the Malaysian Institute of Accountants and the Malaysian Institute of Certified Public
Accountants. He is also a Fellow member of the Institute of Chartered Accountants, Australia and the Malaysian
Association of the Institute of Chartered Secretaries and Administrators.
He is the Senior Independent Director, Chairman of the Audit Committee and a member of the Remuneration and
Nomination Committee.
He has no conflict of interest with the Company and he has not been convicted of offences within the past 10 years.
He is not related to any members of the board or substantial shareholders.
Pauline Tan Suat Ming, aged 58, a Malaysian, was appointed a director of the Company on 7.1.2002. Ms Tan holds
a Bachelor of Science (Honours) in Biochemistry from University of Sussex, England and is also an Associate of the
Chartered Institute of Secretaries and Administrators. She worked as a chemist in Malayan Sugar Manufacturing
Co Berhad from 1969 to 1972. She joined Tan Kim Yeow Sdn Bhd as an Executive Director in 1976 and joined
Wah Seong Group of Companies in 1983. She is a director of Wah Seong Corporation Berhad, IGB Corporation
Berhad and Tan & Tan Developments Berhad.
Ms Tan is the Chairman of the Nomination Committee and a member of the Remuneration Committee. She is a
cousin of Tan Lei Cheng and Tan Boon Lee and is an indirect major shareholder. She is a sister of Tony Tan Choon
Keat and Robert Tan Chung Meng who are indirect major shareholders.
She has no conflict of interest with the Company and she has not been convicted of offences within the past 10
years.
Osman bin Hj Ismail, aged 45, a Malaysian, was appointed a director of the Company on 11.1.2002 and is a
representative of Permodalan Nasional Berhad (“PNB”), a major shareholder of Gold IS. He is the Vice-President,
Financial and Management Audit Department in the PNB Group and has been with the PNB Group since 1985.
He obtained a Diploma in Accountancy from MARA Institute of Technology in 1980, an Advanced Diploma in
Accounting from Luton University, England in 1983 and a Certificate in Internal Quality Auditor (Neville Clark) in
1996. He is also a member of the Institute of Internal Auditors Malaysia.
Other directorships in public companies include IGB Corporation Berhad, IJM Corporation Berhad, HeiTech Padu
Berhad and Tan & Tan Developments Berhad.
He is the Chairman of the Remuneration Committee and a member of the Nomination Committee.
He has no conflict of interest with the Company and he has not been convicted of offences within the past 10 years.
He is not related to any members of the board or substantial shareholders.
Tan Boon Lee, aged 39, a Malaysian, was appointed a director of the Company on 11.1.2002. Mr. Tan holds a
Bachelor of Economics from Monash University, Australia and a Masters in Business Administration from Cranfield
School of Management, United Kingdom. He has 17 years experience in the property and hotel industry, giving
management and technical assistance to hotel and hospitality projects in Malaysia and Asia. He is a director of IGB
Corporation Berhad.
He is a brother of Tan Lei Cheng and a son of Dato’ Tan Chin Nam, who is an indirect major shareholder of Gold IS
Berhad. He is a cousin of Pauline Tan Suat Ming, Robert Tan Chung Meng and Tony Tan Choon Keat, who are indirect
major shareholders.
He has no conflict of interest with the Company and he has not been convicted of offences within the past 10 years.
Daud Mah bin Abdullah, aged 41, a Malaysian, was appointed a director of the Company on 15 January 2003. He
holds a Bachelor of Science (Econs.) from the London School of Economics and Political Science and a Masters in
Business Administration majoring in Finance from Wharton School, University of Pennsylvania. He is a member of
the Institute of Chartered Accountants of England and Wales, and of Malaysian Institute of Accountants. His
working experience commenced with auditing a variety of businesses, with focus on financial services, while with
Coopers & Lybrand, London from 1984-1987. He qualified as a Chartered Accountant in 1987 and continued to
manage audits at Coopers & Lybrand, London for 2 years. After his Masters in Business Administration in 1992,
he returned to Malaysia to join The Boston Consulting Group, where he consulted to companies in oil & gas,
pharmaceuticals, food and airlines. He left The Boston Consulting Group in 1995 and set up a financial advisory
company called ADG Capital Sdn Bhd and a boutique fund management company called Kumpulan Sentiasa
Cemerlang Sdn Bhd. He is presently a director in KSC Capital Berhad, a unit trust management company, a
wholly-owned subsidiary of Kumpulan Sentiasa Cemerlang Sdn Bhd.
He has no conflict of interest with the Company and he has not been convicted of offences within the past 10 years.
He is not related to any members of the board or substantial shareholders.
The Board of Directors of Gold IS Berhad recognizes its responsibility for maintaining good corporate governance.
The statement below reports on how the Group has applied the Principles as set out in Part 1 of the Malaysian Code
on Corporate Governance (the “Code”) and the extent of compliance with Part 2 of the Code.
1. The Board
The Company is led and managed by a Board of Directors with vast experience in business, commercial,
finance and legal matters. A brief description on the background of each Director is presented on pages 13
to 15 of the Annual Report.
The Board currently has six (6) members, one (1) Executive Director who also serves as the Chief Executive
Officer and five (5) non-executive directors (of whom two are independent). This is in compliance with
Paragraph 15.02 of the Revised KLSE Listing Requirements, which require that one third or two, whichever
is higher, of the total number of Directors to be Independent Directors.
All the Directors have given their undertaking to comply with the Kuala Lumpur Stock Exchange Listing
Requirements and the Independent Directors have confirmed their independence in writing.
Due to the size and the business nature of the Company, the positions of the Chairman and the CEO of the
Company are held by the same person. The Board, together with the CEO, develop position descriptions
for the Board and for the CEO, involving definition of the limits to the Management’s responsibilities.
The Board also approves and develops with the CEO, the corporate objectives, which the CEO shall be
responsible for meeting. The function of the Chairman that is currently held by the CEO is to ensure the
orderly conduct and working of the Board, running the business and implementation of policies and
strategies adopted by the Board.
The Board has appointed Tan Kim Leong as Senior Independent Non-Executive Director on 3 June 2002 to
whom concerns may be conveyed.
The Independent Directors also have the necessary skill and experience to bring an independent judgement
to bear on the issues of strategy, performance, resources including key appointments and standards
of conduct.
The Independent Directors are independent of the management and majority shareholders. They provide
independent views and judgement and also safeguard the interests of parties such as minority
shareholders.
No individual or group of individuals dominate the Board’s decision making and the number of directors
fairly reflect the investment of the shareholders.
16 G O L D I S A N N U A L R E P O R T 2 0 0 3
Corporate Governance Statement (cont’d)
The Board has reserved to itself powers in respect of significant areas to the Groups’ business
including major investment decisions, approval of corporate plans and acquisition and disposal of
business segments.
In accordance with the Company’s Articles of Association, all Directors retire from office at least once
in every three years and offer themselves for re-election.
The Board meets regularly. Since its listing on the KLSE Main Board on 8 May 2002 up to 31 January 2003,
a total of four (4) Board meetings were held and details of attendance are as follows:-
* Daud Mah bin Abdullah @ Mah Siew Whye was appointed on 15 January 2003
** Tan Kee Keat was appointed on 20 May 2002 and resigned on 27 December 2002
*** Tan Sri Abu Talib bin Othman resigned on 10 June 2002
The number of Directorships held by the Directors are as stated on pages 13-15 of the Annual Report.
• reviewing and adopting a strategic plan for the Group and the Company;
• overseeing the conduct of the Group and the Company’s businesses to evaluate whether these
businesses are being properly managed;
• identifying principal risks the Group and the Company are facing and ensure that appropriate systems
are implemented or steps are taken to manage these risks. The Board, directly or through its
committees, sets, where appropriate, objectives, performance targets and policies for management
of the key risks faced by the Group and the Company;
• succession planning, including appointing, training, fixing the compensation of and where
appropriate, replacing senior management;
• developing and implementing an investor relations programme or shareholder communications policy
for the Company; and
• reviewing the adequacy and the integrity of the Group’s internal control systems and management
information systems, including system for compliance with applicable laws, regulations, rules,
directives and guidelines.
All Directors have full access to information pertaining to all matters for the purpose of making
decisions.
The Board has set out agreed procedures for the Directors to obtain independent professional advice
at the Company’s expense, if necessary. All Directors have access to the advice and services of the
Company Secretary who ensures compliance with statutory obligations, Listing Rules of the KLSE
or other regulatory requirements.
The Remuneration Committee proposes to the Board the remuneration of the Executive Director in
all its forms, drawing from outside advice as necessary. However, the determination of remuneration
packages of all Directors is a matter of the Board as a whole. The Directors do not participate
in discussion and decision of their own remuneration.
The details of the remuneration of the Directors of the company are as follows :
Fees &
Salary Allowances Bonus Benefits-in-kind Total
RM RM RM RM RM
18 G O L D I S A N N U A L R E P O R T 2 0 0 3
Corporate Governance Statement (cont’d)
The number of Directors whose remuneration fall into the following bands are as follows :
Below RM50,000 - 7
RM50,001 - RM100,00 - -
RM100,001 - RM150,000 1 -
Every Director of the Company undergoes continuous training to equip himself to effectively discharge
his duties as a Director and for that purpose he ensures that he attends such training programmes as
prescribed by the KLSE from time to time. The Company also provides briefings for new appointments to the
Board, to ensure they have a comprehensive understanding of the operations of the Group and the
Company.
All Directors have attended the Mandatory Accreditation Programme (“MAP”) prescribed by the
Kuala Lumpur Stock Exchange.
The following committees are established to assist the Board to discharge its duties and responsibilities.
They have the authority to examine a particular issue and report back to the Board with a recommendation.
The Board maintains an effective communications policy that enables both the Board and the management
to communicate effectively with its shareholders, stakeholders and the public. The policy effectively
interprets the operations of the Group to the shareholders and accommodate feedback from shareholders,
which shall be factored into the Group’s business decision.
The Board communicates information on the operations, activities and performance of the Group to the
shareholders, stakeholders and the public through the following :
(i) the Annual Report, which contains the financial and operational review of the Group’s business,
corporate information, financial statements, and information on audit committee and Board
of Directors;
(ii) various announcements made to the KLSE, which includes announcement on quarterly results;
The Annual General Meeting serves as an important means for shareholders communication. Notice of the
Annual General Meeting and Annual Reports are sent to shareholders twenty one (21) days prior to the
meeting. At the Annual General Meeting, the Board presents the performance and progress of the Group
and provides shareholders with the opportunity to raise questions pertaining to the Group. The Chairman
and the Board respond to the questions raised by the shareholders during the Annual General Meeting.
The Board ensures each item of special business included in the notice of meeting will be accompanied
by an explanatory statement on the effects of the proposed resolution.
The Board aims to present a balanced and understandable assessment of the Group’s position and prospect
through the annual financial statements and quarterly announcements of results to the Kuala Lumpur Stock
Exchange. The Directors are responsible to ensure the annual financial statements are prepared in
accordance with the provisions of the Companies Act, 1965 and applicable approved accounting standards
in Malaysia. A statement by the Directors on their responsibilities in preparing the financial statements
is set out on page 21 of this Annual Report.
The Statement of Internal Control is set out on pages 25 to 26 of this Annual Report. It also sets
out the function of internal audit to ensure the objectives of internal controls are achieved.
(b) Relationship with the External Auditors
The Board has established formal and transparent arrangements for maintaining an appropriate
relationship with the Group’s external auditors.
20 G O L D I S A N N U A L R E P O R T 2 0 0 3
Corporate Governance Statement (cont’d)
The Directors are responsible in the preparation of financial statements prepared for each financial year to give a
true and fair view of the state of affairs of the Group and the Company and of the results and cash flow of the Group
and the Company for the financial year then ended.
The Directors are responsible for ensuring that proper accounting and other records are kept which disclose with
reasonable accuracy at any time the financial position of the Group and the Company and to enable them to ensure
that the financial statements comply with the applicable approved Accounting Standards of Malaysia, Companies
Act, 1965 and KLSE Listing Requirements.
AUDIT COMMITTEE
The terms of reference of the Audit Committee, composition of its membership and other pertinent information
about the Audit Committee and its activities are highlighted in the Audit Committee Report on pages 27-30 of this
Annual Report.
NOMINATION COMMITTEE
The Nomination Committee was established on 6 May 2002. The Nomination Committee’s primary function
is to propose new nominees for the Board and assess directors on an on-going basis. The actual
decision as to who shall be nominated should be the responsibility of the full Board after considering the
recommendations of the Nomination Committee.
2. Composition
Due to the nature of operations, the Nomination Committee comprises six (6) members, of which one (1) is
an Executive Director and two (2) are Independent Directors. The term of appointment shall be reviewed
at least once in every three years.
Pauline Tan Suat Ming who is a Non-Independent Non-Executive Director was appointed as the Chairman
of the Nomination Committee on 4 June 2002. The Chairman attends all meetings of the Committee other
than when matters concerning herself are under discussion.
The Company Secretary is the secretary of the Nomination Committee. The Secretary maintains minutes
of the proceeding of the Committee and circulates such minutes to all members of the Board.
3. Rights
The Board must ensure that whatever necessary and reasonable for the performance of its functions,
the Nomination Committee have the following rights :
The Board, however, retains full powers to decide on the suitability of the nominees and approves
their appointments.
4. Functions
i. Recommends to the Board, the suitable candidates for all directorships to be filled by the
shareholders or the Board.
ii. Considers, in making its recommendations, candidates for directorships proposed by the Managing
Director and, within the bounds of practicability, by any other senior executive or director or
shareholders.
iii. Recommends to the Board, Directors to fill the seats on the Board Committees.
iv. Annually reviews the required mix of skills and experience and other qualities, including core
competencies, which the Non-Executive Directors should bring to the Board.
22 G O L D I S A N N U A L R E P O R T 2 0 0 3
Corporate Governance Statement (cont’d)
v. Assesses on an annual basis; 1) the effectiveness of the Board as a whole; 2) the committees of
the Board; and 3) the contribution of each individual Director. The assessment process should
be pre-determined by the Board.
vi. Develops succession planning policy and ensure that the policy is kept under review.
vii. Ensures that the policy on selection criteria and succession planning is well documented and
approved by the full Board and any change thereto should be subject to the endorsement of
the full Board.
viii. Reviews the term of office and performance of each of the Committee members of its various
standing committees at least once in every three years.
5. Meetings
Meetings of the Nomination Committee are held at least once a year and each meeting is attended by
at least two members.
The Committee held its first meeting on 4 December 2002 and the meeting was attended by all the
members.
REMUNERATION COMMITTEE
The Remuneration Committee was established on 6 May 2002. Its primary function is to set the policy
framework and recommend to the Board on remuneration packages and benefits extended to the Directors,
drawing from outside advice as necessary. The determination of the remuneration package for Directors
is a matter of the Board as a whole. The Director concerned abstains from deliberations and voting on
decisions in respect of his individual remuneration package.
2. Composition
The Remuneration Committee comprises six (6) members, five (5) of whom are Non-Executive Directors,
including two (2) independent, and one (1) Executive Director. The term of appointment shall be reviewed
at least once in every three years.
The Company Secretary is the secretary of the Remuneration Committee. The Secretary maintains minutes
of the proceeding of the Committee and circulates such minutes to all members of the Board.
3. Rights
The Board must ensure that whenever necessary and reasonable for the performance of its function,
the Remuneration Committee has the following rights:
The Committee has the right to propose a remuneration package for a director, however, the Board has the
ultimate authority to approve the remuneration package of the director concerned.
4. Functions
i. To adopt a formal and transparent procedure for developing the policy on remuneration packages.
ii. To ensure the remuneration is sufficient to attract and retain the Directors needed to run the
Company successfully. The remuneration package should comprise a number of separate elements
which include basic salary, bonus arrangements and certain non-cash benefits. In the case of
Executive Directors, the component parts of remuneration should be structured so as to link
rewards to corporate and individual performance. In the case of Non-Executive Directors, the level
of remuneration should be linked to their experience and level of responsibilities undertaken by the
particular Non-Executive Director concerned.
5. Meetings
Meetings of the Remuneration Committee shall be held at least once a year and each meeting must be
attended by at least two members.
The Committee held its first meeting on 4 December 2002 and the meeting was attended by all the
members.
The Board is responsible for the Group’s system of internal control and for reviewing its adequacy and integrity.
The internal control system is designed to manage rather than eliminate the risk of failure to achieve business
objectives, and can provide reasonable and not absolute assurance against material misstatement and losses.
The internal control system covers not only financial controls but operational and compliance controls, and risk
management.
Material joint ventures and associated companies have not been dealt with as part of the Group for purposes of
applying the guidance contained in the publication “Statement of Internal Control: Guidance for Directors of Public
Listed Companies.” However, the management of these material joint ventures and associated companies have an
existing monitoring function to assist them in ensuring the system of internal controls is functioning as intended.
Management from Gold IS Berhad believes that the systems of internal controls of these companies are adequate
through regular performance reviews.
The Board has outsourced the internal audit function of the Group to an external party. The internal auditors are to
assist and advise the Audit Committee on matters relating to the internal audit function.
The Board believes that the Group complies with the guidance contained in the publication “Statement of Internal
Control: Guidance for Directors of Public Listed Companies.”
The Board has considered the system of internal control in operation during the year and the key elements of the
system are as follows:-
Risk Assessment
The Board and management are responsible for the ongoing identification, evaluation and managing of significant
risks. Management has performed a risk assessment exercise for the Group in August 2002 to identify principal
risks and to ensure an appropriate risk assessment and evaluation framework and activities were in place for the
Group. The Board and management assess major business risks faced by the Group on an on-going basis.
A 5-year audit plan was drafted following the risk assessment exercise to continuously review the effectiveness of
the Group’s system of internal control and mitigate risks including financial, operational and compliance risks. The
5-year audit plan was presented to the Audit Committee. Due deliberation on the plan was conducted and the plan
was amended to cover more audit areas. The revised 5-year audit plan was subsequently reviewed and adopted by
the Audit Committee and the Board. Based on the risk assessment results, the internal auditors focused on areas
of significant risks to the Group. Reviews were conducted on these areas and the results of these reviews including
comments from management, were reported to the Audit Committee periodically. Action plans agreed in response
to recommendations were followed up and reports were updated to reflect the latest position. This allowed the
Board, advised by the Audit Committee, to review the effectiveness of the internal control system in the Group. The
audit plan shall be reviewed annually to take into account changes in risks the Group may be exposed to as the
Group’s objectives, the organization and the environment in which it operates are continuously evolving.
The management information systems provide the Board with relevant and timely reports, which the Board can
monitor the financial performance and the operations of the Group. Annual budgets, which are submitted to the
Board for approval, provide the Board with comparative information to assess and monitor performance of the
Group.
Monitoring
The Board is responsible for reviewing the effectiveness of the system of internal control, which is facilitated by
presentations of financial performance and business operations of the Group at periodic Board meetings. The
effectiveness of the system of internal control is also monitored on an ongoing basis by the Audit Committee, who
receives regular reports from the internal auditors.
26 G O L D I S A N N U A L R E P O R T 2 0 0 3
Audit Committee Report
Tan Kim Leong (Chairman) Senior Independent Non-Executive Director (appointed on 20.5.2002)
Daud Mah bin Abdullah Independent Non-Executive Director (appointed on 15.1.2003)
Tan Boon Lee Non-Independent Non-Executive Director (appointed on 20.5.2002)
Tan Kee Keat Independent Non-Executive Director (appointed on 20.5.2002;
resigned on 27.12.2002)
Objectives
(1) To ensure transparency, integrity and accountability in the Group’s activities so as to safeguard the rights
and interests of the shareholders.
(2) To provide assistance to the board in discharging its responsibilities relating to the Group’s management
of principal risks, internal control, financial reporting and compliance of statutory and legal
requirements.
(3) To maintain through regularly scheduled meetings, a direct line of communication between the board,
senior management, internal auditors and external auditors.
Membership
The Audit Committee shall be appointed by the Board of Directors from among its directors, and shall consist of no
fewer than three (3) members, a majority of whom shall be independent directors. If membership for any reason
falls below three (3) members, the Board of Directors shall, within three (3) months of that event, appoint such
number of new members as may be required to fulfill the minimum requirement.
(1) The members of the Audit Committee shall elect a chairman from among their number who shall be an
independent director.
(b) if he is not a member of the MIA, he must have at least 3 years’ working experience and have passed
the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or he must be
a member of one of the associations of accountants specified in Part II of the said Schedule; or
(c) has a degree/masters/doctorate in accounting or finance and at least three years’ post qualification
experience in accounting or finance; or
(d) at least 7 years’ experience being a chief financial officer of a corporation or having the function of
being primarily responsible for the management of the financial affairs of a corporation.
The Board of Directors must review the term of office and performance of the Audit Committee and each of its
members at least once every three years to determine whether the Audit Committee and members have carried out
their duties in accordance with the terms of reference.
Authority
(2) seek any information it requires from any employee and all employees are directed to co-operate with any
request made by the Committee.
(3) Obtain outside legal or other independent professional advice and to secure the attendance of outsiders
with relevant experience and expertise if it considers this necessary.
The Committee shall have direct access to the external auditors and persons carrying out the internal audit
procedure or activity and be able to convene meetings with the external auditors, excluding the attendance of the
executive members of the Committee, whenever necessary.
Functions
(1) to review the following and report the same to the Board of Directors:
(b) with the external auditor, his evaluation of the systems of internal controls;
(d) the assistance given by the employees of the Company to the external auditor;
(e) the adequacy of the scope, functions and resources of the internal audit functions and that it has
the necessary authority to carry out its works;
28 G O L D I S A N N U A L R E P O R T 2 0 0 3
Audit Committee Report (cont’d)
(f) the internal audit programme, processes, the results of the internal audit programme,
processesor investigation undertaken and whether or not appropriate action is taken on the
recommendations of the internal function
(g) the quarterly results and year end financial statements, prior to the approval by the board of
directors, focusing particularly on:-
(h) any related party transaction and conflict of interest situation that may arise within the Company
or Group including any transaction, procedure or course of conduct that raises questions of
management integrity;
(i) any letter of resignation from the external auditors of the Company; and
(j) whether there is a reason (supported by grounds) to believe that the Company’s external auditor is
not suitable for re-appointment; and
and such other functions as may be agreed to by the Audit Committee and the Board of Directors.
Meetings
Meetings shall be held not less than 4 times a year. The external auditors may request a meeting if they
consider that one is necessary and shall have the right to appear and be heard at any meeting of the Committee.
The Chairman shall convene a meeting whenever any member of the Committee requests for a meeting. Written
notice of the meeting together with the agenda shall be given to the members of the Committee and the external
auditor where applicable.
The quorum for a meeting shall be two Provided Always that the majority of members present must be
independent directors and any decision shall be by a simple majority. The Chairman shall not have a casting vote.
Other Board members and employees may attend any particular meeting only at the Committee’s invitation.
The Company Secretary shall be the Secretary of the Committee and shall circulate the minutes of meeting of
the Committee to all members of the Board.
Since its formation on 20 May 2002, the Audit Committee has held three meetings, on 20 June, 19 September
and4 December 2002, in the financial year ended 31.1.2003. Each meeting was held with the full attendance
of its members.
The activities of the Audit Committee during the financial year ended 31 January 2003 include the following:-
30 G O L D I S A N N U A L R E P O R T 2 0 0 3
C O N T E N T S
Directors’ report 32 - 36
Financial statements
Income statements 37
Balance sheets 38
Statement by Directors 78
Statutory Declaration 79
The Directors have pleasure in submitting their report and the audited financial statements of the Group and
Company for the financial year ended 31 January 2003.
The principal activities of the Group are pharmeceutical, manufacturing and provision of information
technology services.
The principal activities of the Company are investment holding and provision of management services.
The Group’s associates and jointly controlled entities are principally involved in investment holding,
property investment, property management and manufacturing.
There was no significant change in the nature of these activities during the financial year.
The number of employees in the Group at the end of the financial year amounted to 302 (2002: 246) employees.
There were 10 employees (2002 : Nil) in the Company at the end of the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and was listed on the
Main Board of the Kuala Lumpur Stock Exchange on 8 May 2002.
The address of the registered office and principal place of business of the Company is as follows :
Financial results
Group Company
RM RM
Dividends
There were no dividends paid, declared or proposed since 31 January 2002. The Directors do not recommend the
payment of any dividends for the financial year ended 31 January 2003.
All material transfers to or from reserves or provisions during the financial year are shown in the financial
statements.
The Company’s ESOS was approved by the shareholders at the Extraordinary General Meeting held on 21
December 2001 and became effective on 31 January 2002, for a period of five years. As at 31 January 2003, no
share option has been granted to eligible employees and Executive Directors of the Company and its subsidiaries.
The main features of the ESOS are set out in Note 25 to the financial statements.
Directors
The Directors in office since the date of the last report are:-
In accordance with Article 104 of the Company’s Articles of Association, Daud Mah bin Abdullah@Mah Siew Whye,
who was appointed during the period, retires at the forthcoming Annual General Meeting and, being eligible,
offer himself for election.
In accordance with Article 98 of the Company’s Articles of Association, Tan Lei Cheng and Pauline Tan Suat Ming
retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
Directors’ benefits
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other
than disclosed in Note 6 to the financial statements) by reason of a contract made by the Company or by 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.
Neither during nor at the end of the financial year was the Company or any of its related corporations a party to any
arrangement whose object was to enable the Directors to acquire benefits through the acquisition of shares in, or
debentures of, the Company or any other body corporate.
According to the register of Directors’ shareholdings, particulars of interests of Directors who held office at the end
of the financial year in the shares in the Company are as follows:
At At
1.2.2002 Additions Disposals 31.1.2003
Direct shareholdings in the Company
Tan Lei Cheng 1,505,907 140,000 0 1,645,907
Tan Boon Lee 1,548,657 0 0 1,548,657
Pauline Tan Suat Ming 120,833 0 0 120,833
None of the other Directors held any interest in shares in the Company and its related corporations during the
financial year.
Before the income statements and balance sheets 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 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 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 Company misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or
liabilities of the Group and 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 substantially
affect the ability of the Group or Company to meet its obligations when they fall due.
(a) any charge on the assets of the Group or Company which have arisen since the end of the financial
year which secures the liability of any other person; or
(b) any contingent liability of the Group or Company which had 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.
(a) the results of the Group’s and Company’s operations during the financial year were not substantially
affected by any item, transaction or event of a material and unusual nature; 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 Company for the financial year in which this
report is made.
Auditors
Signed on behalf of the Board of Directors in accordance with their resolution dated 22 May 2003.
Group Company
Note 2003 2002 2003 2002
RM RM RM RM
Taxation: 8
- Company and subsidiaries (1,611,780) 0 (606,511) 0
- Jointly controlled entity (1,622,005) 0 0 0
- Associates (10,925,020) 0 0 0
Profit/(loss) from ordinary activities
after tax 36,542,860 (94,651) 1,559,599 (94,651)
Minority interest (1,361,376) 0 0 0
Net profit/(loss) for the financial year 35,181,484 (94,651) 1,559,599 (94,651)
Group Company
Note 2003 2002 2003 2002
RM RM RM RM
NON-CURRENT ASSETS
Property, plant and equipment 10 79,486,245 76,326,759 47,869 0
Subsidiaries 11 0 0 3,619,246 867,247
Associates 12 645,644,774 618,699,634 559,509,876 559,509,876
Jointly controlled entities 13 60,071,634 60,225,411 6,400,000 0
Unquoted investments, at cost 2,448,443 0 0 0
787,651,096 755,251,804 569,576,991 560,377,123
CURRENT ASSETS
Inventories 14 5,614,689 7,250,911 0 0
Quoted investments 15 243,408 255,100 0 0
Amounts receivables from subsidiaries 16 0 0 124,799,491 110,292,078
Amounts receivable from associates 17 3,364 50,610,905 3,364 50,000,000
Receivables, deposits and prepayments 18 39,479,636 23,353,671 422,991 0
Cash and bank balances 25,867,391 3,203,649 13,325,164 2
71,208,488 84,674,236 138,551,010 160,292,080
LESS: CURRENT LIABILITIES
Payables and accruals 20 20,928,408 24,327,227 716,823 715,862
Amount payable to a related party 0 13,919,954 0 13,919,954
Bank borrowings 21 64,517,738 72,774,151 0 0
Bank overdrafts 22 930,718 2,509,550 0 0
Taxation 1,030,863 1,035,506 0 0
87,407,727 114,566,388 716,823 14,635,816
NET CURRENT (LIABILITIES)/
ASSETS (16,199,239) (29,892,152) 137,834,187 145,656,264
LESS: NON-CURRENT
LIABILITIES
Deferred tax 23 251,000 255,000 0 0
Long term borrowings 21 24,155,585 11,061,043 0 0
Hire purchase payables 24 588,303 1,246,616 0 0
24,994,888 12,562,659 0 0
746,456,969 712,796,993 707,411,178 706,033,387
CAPITAL AND RESERVES
Share capital 25 320,632,830 320,632,830 320,632,830 320,632,830
Reserves 419,438,133 388,096,777 386,778,348 385,400,557
Shareholders’ equity 740,070,963 708,729,607 707,411,178 706,033,387
MINORITY INTEREST 6,386,006 4,067,386 0 0
746,456,969 712,796,993 707,411,178 706,033,387
Group Company
Note 2003 2002 2003 2002
RM RM RM RM
Operating activities
Cash receipts from customers 61,637,034 0 80,850 0
Cash paid to suppliers and employees (60,758,841) 0 (1,993,878) 0
Cash from operations 878,193 0 (1,913,028) 0
Dividends received 1,194,665 0 1,057,447 0
Interests paid (4,365,730) 0 0 0
Interests received 1,298,237 0 2,091,102 0
Income taxes paid (3,192,200) 0 (93,000) 0
Net cash flow from operating
activities (4,186,835) 0 1,142,521 0
Investing activities
Acquisition of subsidiaries 11 (10,652) 694,097 (2,752,000) 0
Repayment from associates 49,996,636 0 49,996,636 0
Property, plant and equipment
- additions (6,240,472) 0 (52,821) 0
- disposals 421,095 0 0 0
Acquisition of investment in a jointly
controlled entity 13 (6,400,000) 0 (6,400,000) 0
Net cash flow from investing
activities 37,766,607 694,097 40,791,815 0
Financing activities
Issue of shares
- share issue expenses (181,808) 0 (181,808) 0
- proceeds from issuance of shares 1,248,000 0 0 0
Proceeds from bank borrowings 4,756,258 0 0 0
Advance to subsidiaries 0 0 (14,507,412) 0
Advance to related companies (13,919,954) 0 (13,919,954) 0
Advance to a jointly controlled entity (390,922) 0 0 0
Payment for finance lease liabilities (851,832) 0 0 0
Net cash flow from financing
activities (9,340,258) 0 (28,609,174) 0
The following accounting policies have been used consistently in dealing with items which are considered material
in relation to the financial statements.
Basis of preparation
The financial statements of the Group and of the Company have been prepared under the historical cost convention
and comply with the applicable approved accounting standards in Malaysia and the provisions of the Companies
Act, 1965.
Comparatives are not disclosed upon first application of MASB Standard 24 as the Group has taken advantage
of the exemption provided by the Standard for prospective application.
The preparation of financial statements in conformity with the applicable approved accounting standards and the
provisions of the Companies Act, 1965 requires the Directors to make 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 financial year. Actual
results could differ from those estimates.
Basis of consolidation
The consolidated income statement and balance sheet include the financial statements of the Company and all its
subsidiaries made up to the end of the financial year. Subsidiaries are consolidated from the date in which control
is transferred to the Group and are no longer consolidated from the date the control ceases. Subsidiaries are
consolidated using the acquisition method of accounting. The results of the subsidiaries acquired or disposed
during the financial year are included in the consolidated income statement from the date of their acquisition or
up to the date of their disposal. Consolidated financial statements reflect external transactions only. All inter
company transactions, balances and unrealised gains on transactions between group companies are eliminated;
unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, accounting policies for
subsidiaries are changed to ensure consistency with the policies adopted by the Group. Separate disclosure is
made for minority interest.
Minority interest is measured at the minorities’ share of the post acquisition carrying value of the
identifiable assets and liabilities of the subsidiary.
At the date of acquisition, the fair values of the subsidiaries’ net assets are determined and these values are
incorporated in the Group financial statements. Any differences between the cost of investment and the fair value
of net assets of the subsidiaries is shown in the balance sheet as goodwill or reserve on consolidation and is set
off against reserves.
The net gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and
the Group’s share of its net assets together with exchange fluctuation differences which were not previously
recognised in the consolidated income statement.
Subsidiaries
A subsidiary is a company in which the Group has power to exercise control over the financial and
operating policies so as to obtain benefits from their activities.
Investments in subsidiaries are stated at cost except where the Directors are of the opinion that there is a
permanent diminution in the value of the investment, in which case provision is made for the diminution in value.
Permanent diminution in the value of an investment is recognised as an expense in the period in which diminution
is identified.
Associates
The Group treats as associates those companies in which a long term equity interest of between 20 to 49 percent
is held and where it exercises significant influence through management participation. Significant influence is the
power to participate in the financial and operating policy decisions of the associates but not control over these
policies.
Investment in associates are stated at cost less any provision for permanent diminution in value.
Investment in associates are accounted for in the consolidated financial statements by the equity method of
accounting. The Group’s investment in associates are carried in the balance sheet at an amount
that reflects its share of the net assets of the associates and includes goodwill on acquisition. Equity accounting is
discontinued when the carrying amount of the investment in associate reaches zero, unless the Group has incurred
obligations or guaranteed obligations in respect of the associates.
Unrealised gains on transactions between Group and its associates are eliminated to the extent of the Group’s
interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence of
impairment of the asset transferred. When necessary, in applying the equity method, adjustments are made
to the financial statements of associates to ensure consistency of accounting policies with those of the Group.
Jointly controlled entitites are entities over which there is contractually agreed sharing of control by the Group
with one or more parties. The Group’s interest in jointly controlled entities are accounted for in the consolidated
income statements by the equity method of accounting.
The Group’s share of results of the jointly controlled entities included in the consolidated financial
statements are accounted for using the equity method of accounting. The Group’s investments in jointly controlled
entities are carried in the balance sheet at an amount that reflects its share of the net assets of the jointly
controlled entities.
Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated to the extent
of the Group’s interest in jointly controlled entities; unrealised losses are also eliminated unless the transaction
provides evidence of impairment of the asset transferred. Where necessary, in applying the equity method,
adjustments have been made to the financial statements of jointly controlled entities to ensure consistency of
accounting policies with those of the Group.
Foreign currencies
The Group’s foreign entities are those operations that are not an integral part of the operations of
the Company. Assets and liabilities of its foreign entities are translated at the rate of exchange
ruling at the balance sheet date. Income statements of foreign entities are translated at the average
rate of exchange for the financial year. Exchange differences arising on these translations are
reflected in the exchange fluctuation reserve. On disposal of the foreign entities, such translation
differences are recognised in the income statement as part of the gain or loss on disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as
assets and liabilities of the Company and are translated accordingly at the exchange rate ruling at
the date of transaction.
Foreign currency monetary assets and liabilities are translated into Ringgit Malaysia at the rates
of exchange ruling at the balance sheet date. Foreign currency transactions are accounted for at
exchange rates ruling on the transaction dates. Exchange differences are reflected in the income
statement.
The principal closing rates used in the translation of foreign currencies are as follows :
2003 2002
Foreign currency RM RM
1 US Dollar 3.800 3.800
1 Singapore Dollar 2.196 2.075
1 Chinese Renmenbi 0.459 0.459
1 British Pound 6.256 5.261
1 Hong Kong Dollar 0.487 0.487
1 Australian Dollar 2.240 1.931
1 Euro 4.129 N/A
1 Brunei Dollar 2.157 2.070
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses.
Freehold land is not depreciated as it is deemed to have an infinite useful life. Depreciation on capital work-in-
progress commences when the assets are ready for their intended use.
Depreciation on all other property, plant and equipment is calculated so as to write off their cost on a straight line
basis over the expected useful lives of the assets concerned. The annual rates are as follows:
%
Leasehold land 2
Buildings and infrastructure 2 -10
Plant and machinery 12
Furniture, fixtures, fittings and equipment 10 - 20
Motor vehicles 20
Gymnasium and electrical equipment 12
Renovation 10
Interest costs on borrowings to finance the construction of property, plant and equipment are capitalised as part of
the cost of the asset during the period of time that is required to complete and prepare the asset for its intended
use. All other borrowing costs are expensed.
Where an indication of impairment exists, the carrying amount of the assets is assessed and written down
immediately to its recoverable amount.
Gains and losses on disposals are determined by comparing proceeds with carrying amount and are
included in profit/(loss) from operations.
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 inception of the lease at the lower of the fair value of the leased property or
the present value of the minimum lease payments. Each lease payment is allocated between the liability and
finance charges so as to achieve a constant rate on the finance balance outstanding. The corresponding rental
obligations, net of finance charges, are included in borrowings. The interest element of the finance charge is
charged to the income statement over the lease period.
Property, plant and equipment acquired under finance leases is 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.
Investments
Investments in unquoted shares held as long term investments are stated at cost. An allowance is made when the
Directors are of the opinion that there is a permanent diminution in value of investment. Permanent diminution in
value of investment is recognised as an expense in the period in which the diminution is identified.
Short-term investments in quoted shares are stated at lower of cost and market value, determined on an aggregate
portfolio basis by category of investments.
Market value is calculated by reference to stock exchange quoted selling prices at the close of business on the
balance sheet date. Increases/decreases in the carrying amount of investments are credited/charged to the income
statement.
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is charged/
credited to the income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value determined on a first-in, first-out basis.
The cost of work in progress and finished goods comprises raw materials, direct labour, other direct costs and an
appropriate proportion of production overheads.
Net realisable value is the estimated selling price in the ordinary course of business, less the cost of completion
and selling expenses.
Receivables
Trade receivables are carried at anticipated realisable values. Bad debts are written off in the period in which they
are identified. An estimate is made for doubtful debts based on a review of all outstanding amounts at the financial
year end.
Deferred tax
Provision is made using the liability method for tax deferred in respect of all timing differences except where it is
considered reasonably probable that the tax effects of such deferrals will continue in the
foreseeable future.
No future income tax benefit is recognised in respect of unutilised tax losses and timing differences that result in
a net debit unless it can be demonstrated that these benefits can be realised in the foreseeable future.
The potential tax saving relating to a tax loss carried forward is only recognised if there is assurance beyond any
reasonable doubt that future taxable income will be sufficient for the benefit of the loss to be realised.
For the purpose of the cash flow statement, cash and cash equivalents comprise cash in hand, bank balances,
demand deposits, bank overdrafts and short term, highly liquid investments that are readily convertible to known
amounts of cash and which are subject to an insignificant risk of changes in value.
Interest-bearing borrowings
Interest - bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of transaction
costs.
Borrowings costs directly attributable to the acquisition and construction of property, plant and equipment are
capitalised as part of the cost of those assets, until such time as the assets are ready for their intended use or sale.
All other borrowing costs are charged to the income statement as an expense in the period in which they are
incurred.
Divedends
Dividends on ordinary shares are recognised in equity in the period in which they are declared.
Revenue recognition
Dividend income is recognised when the shareholders’ right to receive payment is established.
Interest income is recognised as it accrues unless collectability is in doubt, in which case no income
is accrued.
Income from sales of goods and services rendered are recognised upon delivery of products and
customer acceptance, if any, or performance of services, net of sales taxes, returns and discounts,
and after eliminating sales within the Group.
Financial instruments
The particular recognition method adopted for financial instrucments recognised on the balance sheet is disclosed
in the individual policy statements associated with each item.
The fair value of publicly traded financial instruments is based on quoted market prices at the balance sheet date.
In assessing the fair value of non-traded financial instrucments, the Group uses a variety of methods and makes
assumptions that are based on market conditions existing at each balance sheet date. Quoted market prices
are used if available or other techniques, such as estimated discounted value of future cash flows, are used to
determine fair value. In particular, the fair value of financial liabilities is estimated by discounting the future
contractual cash flows at the current market interest rate available to the Group for similar financial instrucments.
The estimated fair value of financial assets and liabilities with maturities of less than one year are assumed to
approximate their carrying values.
1 General information
The principal activities of the Group are phamaceutical, manufacturing and provision of information
technology services.
The principal activities of the Company are investment holding and provision of management services. The Group’s
associates and jointly controlled entities are principally involved in investment holding, property investment,
property management and manufacturing. The principal activities of the subsidiaries, associates and jointly
controlled entities are disclosed in Notes 11, 12 and 13 to the financial statements.
The Group’s activities expose it to a variety of financial risks, including foreign currency exchange risk, interest
rate risk, market 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. The Group focuses on the unpredictability
of financial markets and seeks to minimise potential adverse effects on the financial performance of the Group.
Financial risk management is carried out through risk reviews, internal control systems and adherence to Group
financial risk management policies. The Board regularly reviews these risks and approves the treasury policies,
which covers the management of these risks.
The Group is exposed to currency risk as a result of the foreign currency transactions entered into by subsidiaries
in currencies other than their functional currency. The Group mitigates its currency risk exposure
by maintaining foreign currency bank accounts for the underlying foreign currency transactions. The receivable
and payables in these subsidiaries are maintained in the same currency, to the extent possible. This provides
a natural hedge against foreign currency movements.
The Group’s income and operating cash flows are substantially independent of changes in market interest rates.
Interest rate exposure arises from the Group’s borrowings and is managed through the use of fixed and floating rate
debts.
Market risk
For key product purchases, the Group establishes good relationships with major suppliers and monitors the
price levels consistently. Alternative sources of supply are always made available should the pricing of existing
suppliers become unfavourable to the Group.
Credit risk
Credit risk arises when derivative instruments are used or sales made on deferred credit terms. The Group seeks
to invest cash assets safely and profitably. It also seeks to control credit risk by setting individual limits
and ensuring that sales of products and services are made to customers with an appropriate credit history.
Furthermore, sales to customers are suspended when earlier amounts are overdue by more than 180 days. The
Group considers the risk of material loss in the event of non-performance by a financial counterparty to be unlikely.
Prudent liquidity risk management implies maintaining sufficient cash and the availability of funding through an
adequate amount of committed credit facilities. Due to the dynamic nature of the underlying businesses, the Group
aims at maintaining flexibility in funding by keeping committed credit lines available.
3 Segment reporting
The Group is organised on a worldwide basis into five main business segments:
• Pharmaceuticals
• Investment and hotels
• Property investment, development & construction
• Information technology & communication
• Manufacturing
Other operations of the Group mainly comprise, development and management of fitness centres, trading of sports
equipment and sports wear, neither of which are of a sufficient size to be reported separately.
Property
investment, Information
Investment development technology &
Pharmaceutical and hotels & construction communication Manufacturing Others Group
RM RM RM RM RM RM RM
2003
Revenue 43,434,165 0 0 2,599,296 25,941,557 4,789,816 76,764,834
Results :
Segment results 6,665,897 (4,045,837) 2,512,924 (823,309) 3,052,301 (645,147) 6,716,829
Unallocated income 2,969,433
Foreign exchange gains 1,997,398
Operating profit before finance costs 11,683,660
Finance cost (3,852,870)
Finance income 0
Share of profit less losses:
Associates 0 0 38,037,699 0 0 0 38,037,699
Jointly controlled entities 0 4,915,165 0 0 (81,989) 0 4,833,176
Profit from ordinary activities before tax 50,701,665
Tax (14,158,805)
Profit from ordinary activities after tax 36,542,860
Minority interests (1,361,376)
Net profit for the financial year 35,181,484
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 J a n u a r y 2 0 0 3 (cont’d)
Notes to the financial statements
112,402,613
Results :
Segment results 0 (94,651) 0 0 0 0 (94,651)
Unallocated income 0
Foreign exchange losses 0
Operating profit before finance costs (94,651)
Finance cost 0
Finance income 0
Share of profit less losses:
Associates 0
Jointly controlled entities 0
Profit from ordinary activities before tax (94,651)
Tax 0
Profit from ordinary activities after tax (94,651)
Minority interests 0
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 J a n u a r y 2 0 0 3 (cont’d)
Notes to the financial statements
127,129,047
2002
Malaysia 0 726,424,884 65,746,674
People’s Republic of China 0 112,657,091 10,580,085
Others 0 55,489 0
0 839,137,464 76,326,759
4 Revenue
2003 2002
RM RM
Group
Sale of goods and services 76,764,834 0
Company
Dividend income 1,468,677 0
Interest income 2,067,813 0
Management services 80,850 0
3,617,340 0
The following items have been charged/(credited) in arriving at profit/(loss) from operations:
Group Company
2003 2002 2003 2002
RM RM RM RM
6 Directors’ remuneration
The aggregate amount of emoluments receivable by Directors of the Company during the financial year were as
follows:
Group Company
2003 2002 2003 2002
RM RM RM RM
Non-executive Directors:
- fees 58,812 0 58,812 0
Executive Directors:
- fees 7,500 0 7,500 0
- estimate money value of benefit in kind 4,200 0 4,200 0
- basic salaries, bonus and allowances 102,529 0 102,529 0
173,041 0 173,041 0
7 Finance cost
Group
2003 2002
RM RM
8 Taxation
Group Company
2003 2002 2003 2002
RM RM RM RM
In Malaysia
Income tax - current
- Company and subsidiaries 933,511 0 606,511 0
- Jointly controlled entities 1,622,005 0 0 0
- Associates 9,492,565 0 0 0
Deferred tax (Note 23) (4,000) 0 0 0
12,044,081 0 606,511 0
Outside Malaysia
Income tax - current
- Company and subsidiaries 682,269 0 0 0
- Associates 1,432,455 0 0 0
2,114,724 0 0 0
14,158,805 0 606,511 0
Basic earnings per share of the Group is calculated by dividing the net profit for the financial year by the weighted
average number of ordinary shares in issue during the financial year.
2003 2002
RM RM
Accumulated depreciation
As at 1 February 2002 0 0 0 0 0 0 0 0 0 0
Addition 263,943 11,000 310,236 1,330,797 1,127,312 68,451 432,723 100,098 0 3,644,560
Disposal (32,558) 0 0 (161) (172,530) (13,969) (11,902) (12,100) 0 (243,220)
As at 31 January 2003 231,385 11,000 310,236 1,330,636 954,782 54,482 420,821 87,998 0 3,401,340
Net book value 41,232,669 2,877,091 15,005,739 9,557,659 5,066,069 258,511 1,277,650 598,979 3,611,878 79,486,245
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 J a n u a r y 2 0 0 3 (cont’d)
Notes to the financial statements
Furniture,
Fixtures, Gymnasium Capital
As at 31 January 2002:
Cost 4,632,584 2,888,091 2,230,275 6,184,231 5,137,506 236,390 1,597,737 540,684 52,879,261 76,326,759
Accumulated depreciation 0 0 0 0 0 0 0 0 0 0
Notes to the financial statements
Net book value 4,632,584 2,888,091 2,230,275 6,184,231 5,137,506 236,390 1,597,737 540,684 52,879,261 76,326,759
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 J a n u a r y 2 0 0 3 (cont’d)
Notes to the financial statements
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 J a n u a r y 2 0 0 3 (cont’d)
Group
2003 2002
RM RM
Net book value of assets pledged as security for term loan (Note 21)
- leasehold land 2,877,091 2,888,091
- building 15,005,739 2,230,275
- plant & machinery 6,104,248 15,640,233
23,987,078 20,758,599
Interest expense on borrowings directly related to land that has been capitalized within additions of the Group
during the financial year amounted to RM514,279 (2002: Nil) (Note 7).
The net book value of plant and machinery under hire purchase and finance lease arrangements at the end of the
financial year 31 January 2003 amounted to RM2,407,425 (2002: RM2,630,454).
Office
Computer equipment Total
2003 RM RM RM
Company
Cost
At 1 February 2002 0 0 0
Additions 26,745 26,076 52,821
At 31 January 2003 26,745 26,076 52,821
Accumulated depreciation
At 1 February 2002 0 0 0
Additions 2,823 2,129 4,952
At 31 January 2003 2,823 2,129 4,952
11 Subsidiaries
Company
2003 2002
RM RM
11 Subsidiaries (continued)
During the financial year, Diversified Healthcare Services Sdn Bhd (DHS) increased its paid up ordinary share
capital from RM500,000 to RM8,000,000 by the issue of 3,000,000 new ordinary shares of RM1 each for cash and
RM4,500,000 new ordinary shares as redemption of its preference shares. Gold IS Berhad received 4,050,000
ordinary shares from the redemption of preference shares by DHS and it subscribed for an additional 1,752,000
of these new ordinary shares of RM1 each in DHS. As a result, the Company’s equity interest in DHS decreased
from 90% to 78.15%.
Gold Information Systems Sdn Bhd Malaysia Broadband web based solutions 100 100
TTD China Ventures (M) Sdn Bhd Malaysia Investment holding 100 100
Sweat Club Sdn Bhd Malaysia Development and management 100 100
of fitness centres, trading of sports
equipment and sports wear
11 Subsidiaries (continued)
Rowille Investment Co. Ltd + Hong Kong Investment holding 100 100
TTD China Ventures Pte Ltd + Singapore Investment holding 100 100
On 6 February 2003, the Group acquired the remaining 35% interest in its subsidiary company, Hibits Sdn Bhd.
The purchase consideration of RM80,500 was settled in cash, resulting in Hibits Sdn Bhd becoming a wholly owned
subsidiary of the Group.
On 1 August 2002, the Group acquired the additional equity interest of Diversified Healthcare Services (Hong
Kong) Ltd. As at that date, Diversified Healthcare Services (Hong Kong) Ltd, an associate, became a subsidiary
company of the Group and the effective shareholding increased from 45% to 78.15%.
11 Subsidiaries (continued)
The purchase consideration for the acquisition of the additional 50% equity interest in Diversified Healthcare
Services (HK) Ltd is RM25.
The effect of these acquisition on the financial results of the Group after acquisition is shown below.
As
subsidiaries
RM
Sales 684,425
Other income 24,000
Operating costs (651,317)
Profit from ordinary activities before tax 57,108
Tax 0
Profit from ordinary activities after tax 57,108
Minority interest (16,190)
Net profit for the period/year 40,918
Less: Group’s share of loss had the Group not acquired
the additional equity interest 0
Increase in net profit for the financial year 40,918
These acquitions had no impact on the financial results of the Group prior to acquisition as the Group has taken up
its share of results of the associate up to the extent of the cost of investment.
The effect of this acquisition on the financial position at the financial year end is as follows:
2003
RM
Property, plant and equipment 164,844
Pre-operating expenses 17,299
Receivables, deposits and prepayments 1,355,674
Cash and bank balances 2,350
Payables and accruals (2,137,443)
Minority interest 174,399
Group’s share of net liabilities (422,877)
Less: Net assets accounted for prior to acquisition 142,164
Decrease in Group’s net assets (565,041)
11 Subsidiaries (continued)
Details of net liabilities acquired, goodwill and cash flow arising from the acquisition are as follows:
2003
RM
12 Associates
Group Company
2003 2002 2003 2002
RM RM RM RM
Investments, at cost:
Quoted in Malaysia
- Ordinary shares 576,856,451 576,856,451 541,381,455 541,381,455
- Warrants 0 0 0 0
- Irredeemable Cumulative
Preference Shares 18,128,421 18,128,421 18,128,421 18,128,421
Unquoted ordinary shares
outside Malaysia 24,734,270 23,714,762 0 0
619,719,142 618,699,634 559,509,876 559,509,876
Add: Group’s share of post-
acquisition reserves 27,112,679 0 0 0
Less: Dividend received (1,187,047)
645,644,774 618,699,634 559,509,876 559,509,876
Analysis of associates is as follows:
Share of net assets 654,565,060 653,545,552
Less: Reserve on consolidation (34,845,918) (34,845,918)
Share of post acquisition reserves 27,112,679 0
Less: Dividend received (1,187,047) 0
645,644,774 618,699,634
Market value :
- Ordinary shares 286,286,723 213,994,000
- Warrants 15,536,798 16,065,260
Although, at balance sheet date, the Group’s cost of investments in quoted shares of an associate exceeded its
market value, the associate is profitable and its attributable net tangible assets is above the cost of the Group. As
such, the Directors are of the opinion that an allowance for diminution in value of investment is not necessary.
Company
2003 2002
RM RM
Group
2003 2002
RM RM
The Company and certain subsidiaries have interest in jointly controlled entities to undertake the development of
various projects.
The following amounts represents the Group’s share of assets and liabilities of the jointly controlled entities:
Group
2003 2002
RM RM
The Group’s share of the revenue and expenses of the jointly controlled entities are as follows:
Group
2003 2002
RM RM
Revenue 22,992,723 0
Expenses (18,159,547) 0
Profit from ordinary activities before tax 4,833,176 0
Tax (1,622,005) 0
Profit from ordinary activities after tax 3,211,171 0
14 Inventories
Group
2003 2002
RM RM
At cost :
Raw materials 3,656,486 1,418,421
Work-in-progress 80,145 857,705
Finished goods 1,878,058 4,974,785
5,614,689 7,250,911
15 Quoted investments
Group
2003 2002
RM RM
At cost:
Quoted shares in Malaysia 553,741 553,741
Provision for diminution in value (310,333) (298,641)
243,408 255,100
The market value at the balance sheet date of these investments approximated the fair values.
The amounts receivable from subsidiaries are unsecured advances with no fixed terms of repayment and bear
interest ranging from 2% to 4% per annum.
The amounts receivable from associates are unsecured, interest free and have no fixed terms of repayment terms.
Concentrations of credit risk with respect to trade receivables are limited due to the Group’s large number of
customers, who are internationally dispersed, cover a broad spectrum of manufacturing and distribution and have
a variety of end markets in which they sell. The Group’s experience in collection of accounts receivable falls within
the recorded allowances. Due to these factors, management believes that no additional credit risk beyond amounts
provided for collection losses is inherent in the Group’s trade receivables.
Group Company
2003 2002 2003 2002
RM RM RM RM
Deposits with licensed banks 13,200,000 0 13,200,000 0
Bank and cash balances 12,667,391 3,203,649 125,164 2
Deposit, cash and bank balances 25,867,391 3,203,649 13,325,164 2
Bank overdrafts (Note 22) (930,718) (2,509,550) 0 0
24,936,673 694,099 13,325,164 2
The weighted average interest rate of deposits, bank and cash balances that were effective at end of the financial
year were as follows:
Group Company
2003 2003
% %
Deposits of the Group and Company have an average maturity of 30 days. Bank balances are deposits held at call
with banks.
Group Company
2003 2002 2003 2002
RM RM RM RM
Group Company
2003 2003
RM RM
The currency exposure profile of
trade payables are as follows:
- Ringgit Malaysia 3,290,010 0
- US Dollar 23,401 0
- Chinese Renmenbi 3,335,034 0
- Euro 131,921 0
6,780,366 0
Credit terms of trade payables and suppliers of goods and services to the Group vary from no credit to 30 days.
21 Bank borrowings
Group
2003 2002
RM RM
Current
Secured :
- Revolving credit 26,870,256 19,600,096
- Term loan 10,028,793 1,255,000
36,899,049 20,855,096
Unsecured:
- Trust receipts 2,879,529 1,577,635
- Revolving credit 24,739,160 50,341,420
27,618,689 51,919,055
64,517,738 72,774,151
Non current
Secured term loan 24,155,585 11,061,043
Group
2003 2002
RM RM
Total
- Revolving credit 51,609,416 69,941,516
- Trust receipt 2,879,529 1,577,635
- Term loans 34,184,378 12,316,043
88,673,323 83,835,194
Group
2003
%
Weighted average effective interest rates
Term Loans :
- secured 5.73
Revolving credits
- unsecured 4.40
- secured 3.40
Trust Receipts 2.50
The long term loan is secured by means of a fixed charge on the leasehold land and building of a subsidiary.
(Note 10)
The estimated fair value of them loans at balance sheet date approximated its carrying amount.
22 Bank overdraft
The bank overdrafts are unsecured and bear interest rates ranging from 7.65% to 7.90% per annum. The weighted
average interest rate for bank overdraft at the end of the financial year is at 7.78% per annum. All bank overdrafts
are denominated in Ringgit Malaysia.
23 Deferred tax
Group
2003 2002
RM RM
At 1 February 255,000 0
Transfer to income statement (Note 8) (4,000) 255,000
At 31 January 251,000 255,000
The timing differences giving rise to the deferred tax liabilities is analysed as follows:
Group
2003 2002
RM RM
All timing differences of the Group have been accounted for as they are expected to reverse in the
foreseeable future.
The Group has estimated unabsorbed tax losses and unutilised capital allowances amounting
to approximately RM7,599,800 and RM4,549,756 (2002:RM4,233,000 and RM3,613,000) which, subject to
agreement with the Inland Revenue Board, can be carried forward and utilised to set off against future
taxable profits. The tax effects of these timing differences have not been accounted for.
The estimated fair values of finance lease liabilities at balance sheet date approximated its carrying amount.
25 Share capital
Group and Company
2003 2002
RM RM
(a) Ordinary shares of RM1.00 each:
Authorised :
At 1 February 1,000,000,000 100,000
Created during the financial year 0 999,900,000
At 31 January 1,000,000,000 1,000,000,000
(b) The Company’s ESOS was approved by the shareholders at the Extraordinary General Meeting held
on 21 December 2001 and became effective on 31 January 2002, for a period of five years. As at
31 January 2003, no share option has been granted to eligible employees and Executive Directors
of the Company and its subsidiaries.
(i) Eligible persons are employees and Executive Directors of the Company and its subsidiaries
who fall within the categories determined by the Company and must have been confirmed and
served for at least two years in the employment of the Gold IS Group or the former Tan & Tan
Group but subsequently employed by and on the payroll of any company comprised in the
Gold IS Group, as the case may be, on or prior to the date of offer.
(ii) The total number of new shares to be offered under the ESOS shall not exceed 10% of
the issued and paid-up share capital of the Company at the time of the offer during the existence
of the ESOS.
(iii) The subscription price for each new share may be set at a discount of not more than 10%
from the five day weighted average price of the shares at the time the option is granted or
any subscription price in accordance with any guidelines, rules and regulations of the
relevant authorities governing the ESOS at the time of the offer. Notwithstanding this,
the subscription price shall in no event be less than the nominal value of the shares.
(iv) No option shall be granted for less than 1,000 shares nor more than the maximum
allowable allotment.
(v) The number of shares under option or the subscription price or both, so far as the options
remain unexercised, shall be adjusted following any variation in the issued share capital
of the Company by way of capitalisation of profit or reserves, rights issue, reduction,
subdivision or consolidation of capital.
Group Company
2003 2002 2003 2002
RM RM RM RM
Non-distributable reserves:
Share premium 385,316,192 385,498,000 385,316,192 385,498,000
Exchange fluctuation reserve (2,869,276) 0 0 0
Reserve on consolidation 1,907,176 2,696,220 0 0
384,354,092 388,194,220 385,316,192 385,498,000
Share premium:
At 1 February 385,498,000 0 385,498,000 0
Issue of shares on acquisition of
Tan & Tan 0 832,478,952 0 832,478,952
Capital repayment 0 (444,480,952) 0 (444,480,952)
Share issue expenses (181,808) (2,500,000) (181,808) (2,500,000)
At 31 January 385,316,192 385,498,000 385,316,192 385,498,000
27 Commitments
Capital expenditure not provided for the financial statements are as follows:
RM
Authorised and contracted 570,000
Analysed as follows:
- property, plant and equipment 570,000
28 Contingent liabilities
At 31 January 2003, the Company had contingent liabilities in respect of guarantees issued to banks amounting to
RM70,309,416 for banking facilities extended to subsidiaries.
In addition to related party disclosures mentioned elsewhere in the financial statements, set out below are other
significant related party transactions and balances. The related party transactions described below were carried
out on terms and conditions obtainable in transactions with unrelated parties.
Group
2003 2002
RM RM
Associates
- IGB Corporation Berhad
Interest income receivable 1,293,485 0
Related companies (Subsidiaries of IGB Corporation Berhad)
- Mid Valley City Sdn Bhd
Sale of goods 164,000 0
- Mid Valley City Management Services Sdn Bhd
Rental 1,286,697 0
- IGB Properties Sdn Bhd
Rental 182,900 0
- Tan & Tan Realty Sdn Bhd
Rental 181,754 0
We, Tan Lei Cheng and Tan Boon Lee, two of the Directors of Gold IS Berhad, state that, in the opnion of the
Directors, the financial statements set out on pages 37 to 77 are drawn up so as to give a true and fair view of the
state of affairs of the Group and Company as at 31 January 2003 and of the results and cash flows of the Group
and Company for the financial year ended on that date in accordance with the applicable approved accounding
standards in Malaysia and the provisions of Companies Act, 1965.
I, Leong Kok Chi, the officer primarily responsible for the financial management of Gold IS Berhad, do solemnly
and sincerely declare that the financial statements set out on pages 37 to 77 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 Leong Kok Chi at Kuala Lumpur on 22 May 2003,
before me.
We have audited the financial statements set out on pages 37 to 77. These financial statements are the
responsibility of the Company’s Directors. Our responsibility is to express an opinion on these financial statements
based on our audit.
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 applicable approved accounting standards in Malaysia 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 Company as at 31 January 2003 and of the results
and cash flows of the Group and 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 by the subsidiaries of which we have acted as auditors have been properly
kept in accordance with the provisions of the Act.
The names of the subsidiaries of which we have not acted as auditors are indicated in note 11 to
the financial statements. We have considered the financial statements of these subsidiaries and
the auditors’ reports thereon.
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.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did
not include any comment made under subsection (3) of section 174 of the Act.
PricewaterhouseCoopers
(AF: 1146)
Chartered Accountants
Shirley Goh
(1778/08/04(J))
Partner
22 May 2003
199 Jalan Tun Razak Freehold 1.95 acres Approved N/A 36,966 100
Kuala Lumpur commercial land for
Malaysia development of
a 40 storey
office building
Lot 10, Jalan Sultan Mohd 6 99 years 2.40 acres 2 storey building 2 17,883 100
Bandar Sultan Suleiman commencing comprising office
42000 Port Klang 30 March laboratory and
Selangor Darul Ehsan 1994 factory
Malaysia
SHARE CAPITAL
DISTRIBUTION OF SHAREHOLDINGS
Percentage
Range of Shareholdings Number of Number of of Issued
Shareholders Shares Capital
NUMBER OF PERCENTAGE
SHARES ISSUED
NUMBER OF PERCENTAGE
SHARES ISSUED
SUBSTANTIAL SHAREHOLDERS
(excluding bare trustees)
Direct % Indirect %
Directors’ shareholdings
Direct % Indirect %
86 G O L D I S A N N U A L R E P O R T 2 0 0 3
GOLD IS BERHAD
(515802-U)
PROXY FORM
No. of ordinary shares held
I/We ..........................................................................................................................................................
of ...............................................................................................................................................................
.................................................................of.............................................................................................
.....................................................................................................................................................................
or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Third
Annual General Meeting of the Company to be held on Tuesday, 8 July 2003 at 10.30 a.m. and at any adjournment
thereof.
My/our proxy is to vote on a show of hands or on a poll as indicated below with an “X” :
(Please indicate with an “X” in the spaces provided how you wish your vote to be cast. In the absence of
specific directions, your Proxy will vote or abstain as he/she thinks fit.)
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his/her stead.
Where a member appoints two (2) proxies, the appointment shall be invalid unless the percentage of the shareholding to be represented by
each proxy is specified.
2. The instrument appointing a proxy or proxies must be under the hand of the appointor or of his attorney duly authorized in writing. Where
the instrument appointing a proxy or proxies is executed by a corporation, it must be executed either under its seal or under the hand of
any officer or attorney duly authorized.
3. This Proxy Form and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of such power
or authority must be deposited at the Registered Office of the Company at Penthouse, Menara IGB, No. 1 The Boulevard, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting
or adjourned meeting.
affix
stamp
here
The Company Secretary
GOLD IS BERHAD
(515802-U)
GOLD IS BERHAD
(515802-U)
P e n t h o u s e , M e n a r a Ta n & Ta n
2 0 7 J a l a n Tu n R a z a k , 5 0 4 0 0 K u a l a L u m p u r, M a l a y s i a
w w w. g o l d i s . c o m . m y