Professional Documents
Culture Documents
2 00 3
An n u al Rep o rt
D U N H A M - BU S H ( M A L AYS I A ) B H D (129358-X)
(Incorporated in Malaysia)
Ta b l e o f C o n t e n t s
2 Corporate Information
3 Profile of Directors
6 Corporate Profile
10 List of Regional Offices and Factories
12 Group Structure
14 Group Financial Summary
15 Chairmanís Statement
17 Penyata Pengerusi
29 Audit Committee Report
33 Statement on Corporate Governance
37 Statement on Internal Control
39 Financial Statements
(129358-X)
competitors.
D U N H A M - B U S H ( M A L AYS I A ) B H D
All employees of Dunham-Bush are a team whose most important
goal is to satisfy customers profitably. Our success is ultimately
based on the success of the overall Company and not on any
individual operation. Therefore, all problems are everyoneís
problems, and we all help, however possible, to solve them. We
do not waste time and effort on internal politics but devote all of
Incorporated in Malaysia
our energies to satisfying customers and beating competitors. If
we do this well, personal development, financial and job security
rewards will follow.
1
Management
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
Philosophy
We cannot be all things to all people, but the things we choose to do,
we will become the best in terms of:
Dependability, especially:
High product reliability
Exceptional product quality
On-time delivery
Responsive, reliable, capable after sales service
Product design
Cost to manufacture
SECRETARIES
Su Swee Hong
(MAICSA No: 0776729)
(129358-X)
Barrister-at-Law from Lincoln's Inn, London, United Kingdom since 1991.
Prior to 1975, he served as a Senior Federal Counsel in the Attorney-
General Department for 12 years. Between 1974 and 1988, he was the
D U N H A M - B U S H ( M A L AYS I A ) B H D
High Court Judge in Kota Kinabalu, Kuching, Johor Bahru and Kuala
Lumpur. Between 1988 and 1992, he served as a Supreme Court Judge
and retired in September 1992. Currently, he also sits on the Boards of
Hwa Tai Industries Berhad and New Technology & Innovation Berhad.
Incorporated in Malaysia
(Deputy Chairman)
(Non-Independent Non-Executive)
48 years of age, Malaysian
He was appointed to the Board on 3 May 1999. He is a businessman and entrepreneur
with extensive experience in property development, restaurant/resort management,
insurance, trading, gaming and stockbroking through his interests in various public and
private companies. 3
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
Currently, he is the Deputy Chairman of Berjaya Group Berhad and Berjaya Land
Berhad, the Chairman and Group Chief Executive Officer of Dijaya Corporation Berhad,
the Chief Executive Officer of Tropicana Golf & Country Resort Berhad and the
Executive Vice-Chairman of TT Resources Bhd. He also holds directorships in Berjaya
Capital Berhad, Cosway Corporation Berhad, MTD Capital Berhad, Bukit Kiara Resort
Berhad, Tioman Island Resort Berhad, Berjaya General Insurance Berhad, KDE
Recreation Berhad and Berjaya Golf Resort Berhad as well as several other private
limited companies in the Berjaya Group of Companies.
He is the brother of Tan Sri Dato' Seri Vincent Tan Chee Yioun, a major shareholder of
the Company.
YEO SEK CHIONG
(Managing Director)
51 years of age, Permanent Resident in Malaysia
A founder member of the Company, he was appointed to the Board on 12 January 1988. He graduated
from National University of Singapore with a Bachelor of Engineering (Mechanical). Prior to his
appointment to the Board, he was the Marketing and Engineering Manager in OYL-Condair Industries
Sdn Bhd and was responsible for the local and export sales of the company. He joined OYL-Condair
Industries Sdn Bhd in 1977 as a Production Engineer/Quality Controller and served for a period of 10
years during which he was promoted to the position of Production Manager in 1980, Marketing and
Production Manager in 1982 and became the Marketing and Engineering Manager in 1984. He also
holds directorships in the subsidiary companies of Dunham-Bush (Malaysia) Bhd.
Nexnews Berhad.
joined the Berjaya Group of Companies in November 1991 and his previous
appointments include Senior General Manager (Corporate Services) of Cosway
Corporation Berhad and Executive Director of New Pantai Expressway Sdn Bhd.
Prior to joining the Berjaya Group of Companies, he worked as an auditor in Messrs
Ernst & Young for six years before leaving the firm in 1978 to join Jardine Matheson
Holdings (M) Sdn Bhd as an Accountant. Subsequent to this, he held senior positions
in several public listed companies including MWE Holdings Berhad, Guinness Anchor
Berhad and Jacks International Limited. Currently, he is also an Executive Director of
MOL.com Berhad.
His active participation in the ruling party also included being a member of the UMNO Supreme
Council for two terms from 1993 to 2000. His appointment is being appointed by the UMNO
President, Dato' Seri Dr Mahathir Mohamad.
(129358-X)
(129358-X)
He also served as a Deputy Minister in the Prime Minister's Department from January -
D U N H A M - B U S H ( M A L AYS I A ) B H D
November 1999, and as a Member of Parliament (House of Representative) representing the
constituency of Pasir Mas, Kelantan from 1986 to 1995. He also serves as a member of the
House of Senate, Malaysia since September 1995 until November 1999, Parliamentary Secretary
for Ministry of Rural Development from February - April 1995, Chairman of MARA Holdings Sdn
Bhd from 1992 to 1995 and the Chairman for Malaysian Board of Fisheries - LKPM from 1986 to
1987. He also held various other positions in the government and private sectors.
Incorporated in Malaysia
Besides his involvement in the political arena, he is also involved in voluntary organisations both
local and international. He has been the Assistant Secretary General for the Asian Forum Of
Parliamentarians On Population And Development (AFPPD) from 1993 to 1999, Chairman for
East Asia Parliamentarian On Population And Development Environment (EAPPDE) from 1994 to
1995, and Chairman for the Malaysian Parliamentarian Forum On Population And Development
(CMPPD) from 1993 to 1995. Locally, he was the Chairman of Yayasan Pasir Mas, Kelantan
since 1993, Executive Committee Member of the Malaysia Education Association from 1980 to 5
1981, Committee Member of Malaysian Bumiputra Contractor Association from 1981 to 1982,
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
and Founder and the Former President of the Institute of Marketing, Malaysia from 1984 to 1986.
He is currently a member of the Advisory Panel of the Bachelor's Degree (Hons) for
Furniture Technology of MARA University of Technology; the Education Saving Scheme
Save as disclosed, none Working Committee for National Higher Education Fund Corporation; Negeri Sembilan
of the Directors have: Appeal Board pursuant to the Urban and Rural Act 1976 (Act 172) and a member of
1. any family relationship the Consultation Panel of Tegastia Entrepreneur Centre (TEC), Negeri Sembilan.
with any Director and/or
major shareholder of the In the trade arena, he is currently the Chairman of the Malay Chamber of Commerce of
Company; Negeri Sembilan Branch, Negeri Sembilan Malay, Chinese and Indian Chamber of
Commerce; a member of Bumiputra Participation in Trade & Industry of Negeri
2. any conflict of interest Sembilan; a member of Executive Council of the Malay Chamber of Commerce,
with the Company; and Malaysia and a Committee Member of the National Economic Action Council, Negeri
Sembilan.
3. any convictions for
offences within the past Besides his active involvement in the business associations, he also held various
10 years other than traffic positions in several charitable and voluntary organisations.
offences.
Currently, he also holds directorships in several private limited companies and he is a
Director of the State Economic Development Corporation, Negeri Sembilan.
Corporate
Profile
1. Dunham-Bush's corporate headquarters
and factory at Bangi, Selangor Darul Ehsan,
Malaysia
Dunham-Bush (Malaysia)
(129358-X)
Bhd, ('DBM') is a
D U N H A M - B U S H ( M A L AYS I A ) B H D
China.
1
2
The Group's operations in Malaysia involve
6 principally the manufacture, distribution and sale
of a complete range of air-conditioning &
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
(129358-X)
In the USA, an office is maintained in The Group acquired a 51% controlling stake in
D U N H A M - B U S H ( M A L AYS I A ) B H D
Harrisonburg, Virginia for the sale of parts and the Rossmont plc., a company listed on the London
service of existing products in the field. It is also Stock Exchange in April 1996 and subsequently
selling chillers and related air-conditioning assumed its present name of Dunham-Bush
products from Malaysia. The number of employees (Europe) plc., on 21 February 1997. Dunham-Bush
as at 30 April 2003 was 15. The factory in West (Europe) plc. now owns 100% of Dunham-Bush
Incorporated in Malaysia
Hartford, Connecticut manufactures open drive Limited which manufactures a wide range of
horizontal screw compressors (100-2,200 hp), heating products including fancoil units, fan
hermetic vertical screw compressors (65-200 hp), convectors, hydraulic unit ventilators, Walvector
radiators, warm air door curtains, low surface
temperature convectors, cabinet unit heaters, fin
vector perimeter heating, and radiant heating
panels. Dunham-Bush Limited operates in a 9,990 7
square meters manufacturing cum office complex
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
in a 4.32-acre site in Havant, UK with a total of
115 employees.
4 . W a t e r - C o o l e d Ve r t i c a l R o t a r y S c r e w TA N D E M
Chillers
4
Corporate Profile (contd.)
1 . C a s s e t t e Ty p e , S p l i t S y s t e m s A i r C o n d i t i o n e r
2 . Wa t e r - C o o l e d H o r i z o n t a l R o t a r y S c r e w C h i l l e r s
(129358-X)
1
D U N H A M - B U S H ( M A L AYS I A ) B H D
Incorporated in Malaysia
In China,
8 DBM owns 55% of
Dunham-Bush Yantai Co. Ltd., a 6
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
2
joint-venture factory set up with Yantai
Moon (Group) Co. Ltd. Dunham-Bush Yantai
Co. Ltd. officially commenced production of
WCFX rotary screw chillers, heat pumps,
air-handling units and other associated air-
conditioning products in December 1996.
The office and factory complex has a covered area The Company also operates regional sales and
of about 18,700 square meters on a land area of service offices in Singapore, Shanghai, Dubai,
6.3-acre and has 491 employees. The Group has Holland, Hong Kong, Mexico, South Africa and
also set up sales and service offices in 25 cities in Thailand. In Dubai, a sales office was set up in
China with the Headquarters based in Shanghai. A March 1996, to handle the Middle Eastern market.
55%-owned manufacturing factory, Hartford Consequently, the Group increased its export
Compressors Yantai Co. Ltd., was set up in the sales to Middle Eastern countries such as Iran,
Shangton Province on 6 December 2001 to Kuwait, UAE, Saudi Arabia, Oman, Qatar, and
produce rotary screw compressors. The Hartford Yemen through some very strong distributors.
Compressors Yantai Co. Ltd's factory building has
12,160 square meters of floor space including the A Dunham-Bush sales company, Dunham-Bush de
office building. Total area of land and building is Mexico SA de CV, was set up in Mexico on 2
17,380 square meters and currently employing a January 1998. It now sells applied products from
total of 11 staff.
the Malaysian factory. This sales company is In November 2001, Dunham-Bush (Cayman)
registered with Pemex, the National gas and oil Limited entered into a joint-venture agreement
group, and Bufete Industrial, one of the largest with IPROKOM Ltd. of the Federation of Russia
engineering and contracting firms in Latin for the setting up of a new company, DB Eurasia
(129358-X)
America. In addition, Dunham-Bush de Mexico SA Limited, to manufacture air-handling units and
de CV is also registered with all government fancoils units. This company, DB Eurasia Limited
institutions in Mexico. was incorporated on 20 May 2002.
D U N H A M - B U S H ( M A L AYS I A ) B H D
Also, in January 1998, a sales company, Dunham- As a major global player in air-conditioning and
Bush International (Europe) BV, was set up in refrigeration, the Group's R&D units in West
Amersfoort, The Netherlands, to cover sales and Hartford, Connecticut, Harrisonburg, Virginia,
services in continental Europe through USA, and in Bangi and Kajang, Malaysia, are
Incorporated in Malaysia
distributors. Distributors in Norway, Sweden, constantly coming out with new cutting-edge
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
4
(129358-X)
C/O Nossob & Swakop Street Selangor Darul Ehsan
Erasmuskloof, South Africa Malaysia
D U N H A M - B U S H ( M A L AYS I A ) B H D
Tel : 27 - 12 - 347 5359 Tel : 603 - 8925 9688
Fax 27 : 27 - 12 - 347 5358 Fax : 603 - 8925 9681/2
Email : dbintl@mweb.co.za Email : topaire@dunham-bush.com.my
Incorporated in Malaysia
Room 2407, 24/F, Cheung Tat Centre 179, South Street, West Hartford
18, Cheung Lee St., CT 06110 USA
Chai Wan, Hong Kong Tel : 1 - 860 - 249 8671
Tel : 852 - 2331 9638 Fax : 1 - 860 - 548 1705
Fax : 852 - 2331 9021 Email : bkuan@hartfordcompressors.com
Email : dbintlhk@ctimail.com
United Kingdom 11
Thailand Dunham-Bush Limited
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
Dunham-Bush International (Thailand) Ltd European Headquarters
42 Tower, 10th Floor, 8, Downley Road
65, Sukhumvvit Soi 42 Havant, Hampshire
Sukhumvvit Road, Phrakanong England P09 2JD
Klongtoey, Bangkok 10110, Thailand Tel : 44 - 2392 - 477 700
Tel : 662 - 712 3156/7 Fax : 44 - 2392 - 488 705
Fax : 662 - 712 315858 Email : info@dunham-bush.co.uk
Email : dbintlth@inet.co.thth
China
Factories Dunham-Bush Yantai Co Ltd
APEC Industrial Park
Malaysia Yantai, Shandong
Dunham-Bush Industries Sdn Bhd PRC 264002
Lot 8, Jalan P/7, Seksyen 13 Tel : 86 - 535 - 658 8999
43650 Bandar Baru Bangi Fax : 86 - 535 - 658 1999
Selangor Darul Ehsan Email : dbyt@public.ytptt.sd.cn
Malaysia
Tel : 603 - 8925 9688 Hartford Compressors Yantai Co Ltd
Fax : 603 - 8925 9681/2 No.8, Yanfu Road
Email : dbm@dunham-bush.com.my APEC Industrial Park
Yantai, Shandong
Dunham-Bush Industries Sdn Bhd PRC 264002
Lot 5755-6, Kidamai Industrial Park Tel : 86 - 535 - 658 8999
Bukit Angkat, 43000 Kajang Fax : 86 - 535 - 658 1999
Selangor Darul Ehsan Email : dbyt@public.ytptt.sd.cn
Malaysia
Tel : 603 - 8733 9898
Fax : 603 - 8736 5763
Email : kidamai@dunham-bush.com.my
Group
Structure As At 30 August 2003
(129358-X)
Dunham-Bush Dunham-Bush
Hartford Compressors
100% Sales & Services 55% Yantai Co Ltd, China
100% International
Sdn Bhd, Malaysia Limited, HK
Incorporated in Malaysia
Top-Aire
Topgroup Polacel
100% Sdn Bhd, Malaysia
100% Air-Conditioning
(China) Limited, HK
Dunham-Bush Dunham-Bush
100% Parts & Services Sdn Bhd, 90% Services Company
12 Malaysia Limited, HK
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
Top-Aire
Anemostat Topgroup
86% Sdn Bhd, Malaysia
30% Air-Conditioning
(HK) Limited, HK
Dunham-Bush
85% Topaire Sdn Bhd,***
Malaysia
Topgroup Data-Aire
85% Sdn Bhd, Malaysia
Topgroup M&E
60% Service Sdn Bhd,
Malaysia
D U N H A M - B U S H ( M A L AYS I A ) B H D
Dunham-Bush **Dunham-Bush
100% Sales & Services (S) 100% Industrias 100% Dunham-Bush
Inc, USA
Pte Ltd, Singapore SA de CV, Mexico
Incorporated in Malaysia
Dunham-Bush #Dunham-Bush
100% International (Europe) 100% de Mexico
BV, The Netherlands SA de CV, Mexico
Dunham-Bush
100% International (Africa) 100% Hartford Compressors
(Pty) Ltd, South Africa Inc, USA 13
L A P O R A N TA H U N A N 2 0 0 3 A N N U A L R E P O R T
Dunham-Bush Dunham-Bush
100% International Brasil 100% North America
SC LTDA, Brazil Inc, USA
Dunham-Bush Dunham-Bush
49% International (Thailand) 51% (Europe) plc, UK
Ltd, Thailand
100% Dunham-Bush
Limited, UK
Dunham-Bush AP,
100% UK
100% Dunham-Bush
Engineering Ltd, UK
# Dunham-Bush de Mexico SA de CV is 50% owned by Dunham-Bush International (Cayman) Limited and 50% by Dunham-Bush Inc
* Dunham-Bush Industries de Mexico SA de CV is 99.86% owned by Dunham-Bush (Malaysia) Bhd and the remaining 0.14% is held
by Dunham-Bush International (Cayman) Limited
** of which one (1) share of one (1) peso is held by Dunham-Bush de Mexico SA de CV
*** Formerly known as Topaire Sdn Bhd
Group Financial
Summary
Description 2002/2003 2002/2003 2001/2002 2000/2001 1999/2000 1998/99 1997/98 1996/97
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
(Loss)/Profit attributable
to shareholders (10,760) (40,887) (69,525) (17,798) (19,450) (31,867) (7,996) 16,798
D U N H A M - B U S H ( M A L AYS I A ) B H D
Share capital 23,780 90,364 88,331 88,331 44,148 43,998 43,998 43,998
Share premium 30,136 114,518 94,552 94,552 88,723 88,527 88,527 88,527
Reserves (28,854) (109,646) (70,012) (156) 20,208 45,578 (81,405) 36,078
Shareholdersí equity 25,062 95,236 112,871 182,727 153,079 178,103 213,930 168,603
ICULS - - 21,999 21,999 21,999 21,999 21,999 -
Incorporated in Malaysia
Minority interests 7,776 29,547 28,226 20,091 15,595 15,692 10,254 12,768
Reserve on consolidation 230 875 875 - - - - -
Capital funds 33,068 125,658 163,971 224,817 190,673 215,794 246,183 181,371
Deferred liabilities 8,289 31,498 25,144 9,177 48,198 19,660 51,629 35,136
Current liabilities 49,693 188,832 195,498 251,379 225,467 236,583 188,028 172,598
Property, plant and equipment 24,842 94,398 93,999 147,193 154,817 167,529 181,730 132,263
Intangible assets 109 414 11,781 27,777 28,954 35,182 35,097 21,896
Investment - - - - 122 68 70 36
Current assets 66,099 251,176 278,833 310,403 280,445 269,258 268,943 234,910
Total assets 91,050 345,988 384,613 485,373 464,338 472,037 485,840 389,105
Notes:
- Where additional shares are issued, the earnings per share are calculated on a weighted average number of shares.
- Dividend for FY 1997/98 and FY 1998/99 included a tax exempt dividend of 7% & 2.5% respectively.
- Dividend for FY 1999/2000 are tax exempt.