Professional Documents
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A member of the Jardine Cycle & Carriage Group Cycle & Carriage Bintang Berhad Annual Report 2009
FINANCIAL HIGHLIGHTS
Results
12 months ended
31 December
2009 2008 Change
RM’000 RM’000 %
Sen Sen
As at 31 December
2009 2008
RM’000 RM’000
RM RM
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Cycle & Carriage Bintang Berhad Annual Report 2009
CORPORATE PROFILE
Cycle & Carriage Bintang, a member of the Jardine Cycle & Carriage Group, is listed on Bursa Malaysia
and is the largest dealer of Mercedes-Benz vehicles in Malaysia. It is involved in the retail and after-sales
service of Mercedes-Benz motor vehicles.
Jardine Cycle & Carriage (“JC&C”) is a leading Singapore-listed company and a member of the Jardine
Matheson Group. It has an interest of just over 50% in Astra, a major listed Indonesian conglomerate,
and other motor interests in Southeast Asia. Together with its subsidiaries and associates,
JC&C employs some 137,000 people across Indonesia, Malaysia, Singapore and Vietnam.
CORPORATE INFORMATION
Website
www.ccb.com.my
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Cycle & Carriage Bintang Berhad Annual Report 2009
CHAIRMAN’S STATEMENT
Prospects
The outlook for 2010 is positive as consumer confidence is
expected to improve with the recovery of the Malaysian economy,
although risks remain as to the sustainability of the recovery
when stimulus packages are gradually withdrawn.
Ben Keswick
Chairman
23 February 2010
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Cycle & Carriage Bintang Berhad Annual Report 2009
PENYATA PENGERUSI
Prospek
Unjuran bagi tahun 2010 adalah positif kerana keyakinan
pengguna dijangka akan meningkat seiring dengan pemulihan
ekonomi Malaysia. Walau bagaimanapun, risiko kemampanan
pemulihan tersebut akan tetap wujud apabila pakej rangsangan
ekonomi dimansuhkan secara beransur-ansur kelak.
Ben Keswick
Pengerusi
23 Februari 2010
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Cycle & Carriage Bintang Berhad Annual Report 2009
BOARD OF DIRECTORS
1 April 2007 as a Non-Independent Non-Executive Director. Dato’ Khalid, aged 69, a Malaysian, became a Non-Independent
He became Chairman of the Board on 25 April 2008. He is also Non-Executive Director on 24 February 2003 and was
Chairman of the Remuneration Committee and a member of the subsequently appointed Deputy Chairman on 10 March 2004.
Nomination Committee. He is the Group Managing Director of He held the post until his retirement from the Board on 31
the Jardine Cycle & Carriage Group. He has been with the Jardine December 2009. He was the Group Country Chairman of Jardine
Matheson Holdings Ltd since 1998, most recently as the Chief Matheson Group of Companies in Malaysia until his retirement on
Executive Officer and before that, Finance Director of Jardine 31 December 2009. Previously, he held several senior positions in
Pacific, which represents a number of Jardine Matheson Holdings the Public Services Department, the Prime Minister’s Department,
Ltd’s non-listed interests in a range of industry sectors. He is a the Ministry of Finance and retired as Secretary-General of the
director of Jardine Matheson Holdings, Jardine Matheson Ltd, Ministry of Culture, Arts and Tourism Malaysia. Dato’ Khalid holds
MCL Land Ltd and OHTL Public Company Ltd. He is also a a Bachelor of Arts (Honours) degree from University of Malaya
Commissioner of PT Astra International Tbk and the Vice President and an MPA from University of Southern California, USA.
Commissioner of PT United Tractors Tbk. Mr Keswick graduated
from Newcastle University with a Bachelor of Science degree Tan Sri Dato’ Sulaiman bin Sujak
in Agricultural Economics and Food Marketing and obtained a
Master of Business Administration from INSEAD. Tan Sri Dato’ Sulaiman, aged 76, a Malaysian, joined the Board
as an Independent Non-Executive Director on 24 February 2003
and was appointed Chairman of the Nomination Committee and
Datuk Syed Tamim Ansari bin Syed Mohamed a member of the Audit Committee and Remuneration Committee
– Deputy Chairman appointed on 1 January 2010 on 26 April 2008. He has been with HSBC Bank Malaysia Berhad
Datuk Syed Tamim, aged 62, a Malaysian, joined the Board on since 1989 and was an executive director and advisor from
1 January 2010 as a Non-Independent Non-Executive Director. January 1994 to March 2004. He is now a non-executive and
He was appointed as Deputy Chairman on the same date. He is independent director of HSBC Bank Malaysia Berhad. A graduate
currently the Group Country Chairman of Jardine Matheson Group of Royal Air Force College, Cranwell, England, Tan Sri Dato’
of Companies in Malaysia, and Principal Consultant of ST&H Sulaiman served both with the Royal Air Force and the Royal
Consultancy Services Sdn Bhd, a private company he established Malaysian Air Force and was the first Malaysian Air Force Chief.
soon after his retirement in 2007. He is also an independent He was an advisor (now known as Assistant Governor) of Bank
Non-Executive Board member of Integrax Berhad and Minetech Negara Malaysia and was the Commercial Director of Kumpulan
Resources Berhad. He was a Board member of Maybank Berhad Guthrie Berhad. He was also the Deputy Chairman of Malaysian
until September 2009. He has worked for more than 36 years in Airline System Berhad for 24 years. He also sits on the board of
both public and private sectors. After obtaining his Economics FACB Industries Incorporated Berhad and Nationwide Express
Honours degree from the University of Malaya in 1972, he served Courier Services Berhad.
the Administrative and Diplomatic Service until 1981. During his
tenure with the government, he was sponsored to do his MBA Cheah Kim Teck
which he obtained from the University of Oregon. He left the
government to join PERNAS Group of Companies for 5 years. Mr Cheah, aged 58, a Singaporean, joined the Board on
In 1986 he joined Sime Darby Berhad. In the 20 years stint with 2 February 2005 as a Non-Independent Non-Executive Director.
Sime, he headed various Divisions; Trading, Manufacturing, He was appointed a member of the Audit Committee on 26
Oil and Gas, Engineering, Automotive, Tyres, Healthcare, and April 2008. He is the Chief Executive Officer of the Jardine Cycle
Plantations. Before he retired in July 2007, he headed the team & Carriage Group’s motor operations excluding those held by
that wrote and completed the Northern Corridor Economic PT Astra International Tbk. In this capacity, he oversees the
Blueprint for the Government of Malaysia. He was trained in Group’s motor operations in Singapore, Malaysia, Thailand and
Japan, Australia and Harvard Business School which were all Vietnam. He is a director of Jardine Cycle & Carriage Ltd and
sponsored by Sime. also a Commissioner of PT Tunas Ridean Tbk. He sits on the
boards of Trek 2000, Mapletree Logistics Trust Management Ltd
and Tote Board, and is a management committee member of
the Singapore Turf Club. Prior to joining the group, he has held
several senior marketing positions in multinational companies,
namely McDonald’s Restaurant, Kentucky Fried Chicken and
Coca-Cola. He holds a Master’s degree in Marketing from the
University of Lancaster, United Kingdom.
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Cycle & Carriage Bintang Berhad Annual Report 2009
Vimala Menon Mohkam Singh A/L Tara Singh
Ms Vimala Menon, aged 55, a Malaysian, joined the Board on Mr Mohkam Singh, aged 58, a Malaysian, resigned as an
26 April 2008 as an Independent Non-Executive Director and alternate director to Dato’ Khalid on 31 December 2009 and was
was appointed Chairman of the Audit Committee on the same re-appointed as an alternate director to Datuk Syed Tamim on
date. She is also a member of the Nomination Committee and the 1 January 2010. He is the Finance Director of Jardine Matheson
Remuneration Committee. Ms Menon, a Chartered Accountant, (Malaysia) Sdn Bhd, a position he has held since April 1992.
is an Associate Member of Institute of Chartered Accountants in He previously held the position of Group Financial Controller of
England and Wales and a member of the Malaysian Institute of Jardine Transport Services, Malaysia and LK-NES (M) Sdn Bhd.
Accountants. She was the Director - Finance & Corporate Affairs He is a Fellow of the Association of Chartered Certified
of Proton Holdings Berhad from 2008 to 2009 and before that the Accountants, an associate of the Institute of Taxation (London)
Executive Director Finance & Corporate Services of EON Berhad and a member of Malaysian Institute of Accountants.
from 1984 to 2007 and has served on the boards of EON Berhad
from 1990 to 2006 and EON Bank Berhad from 1994 to 2004. Wong Kin Foo
She also served on the boards of Jardine Cycle & Carriage Limited
from 1994 to 2003 and PT Astra International Tbk from 2000 Mr Wong, aged 43, a Malaysian, is the Chief Executive Officer
to 2003. of Cycle & Carriage Bintang, and is responsible for the Group’s
motor operations in Malaysia. He has been with the Group since
1996 and last held the position of Chief Operating Officer.
Chiew Sin Cheok Mr Wong is an Associate Chartered Management Accountant,
Mr Chiew, aged 48, a Malaysian, is an alternate director to Mr Ben United Kingdom and is also a member of the Malaysian Institute
Keswick. He joined Jardine Cycle & Carriage Ltd as Group Finance of Accountants.
Director on 1 November 2006. He has worked for the Jardine
Matheson Group since 1993 where he has held various senior
finance positions, prior to which he worked for Schroders and None of the directors has any family relationship with any director and/or substantial
Pricewaterhouse, both in London. He is a Commissioner of shareholder; any conflict of interest with the Company and any convictions for offences
PT Astra International Tbk and PT Astra Otoparts Tbk, Vice within the past 10 years other than traffic offences.
Ho Yeng Tat
Mr Ho, aged 54, a Singaporean, became the alternate director to
Mr Cheah Kim Teck on 26 April 2008. He has been with Jardine
Cycle & Carriage Limited since 1984 and is now the Group
Company Secretary as well as Director of Group Corporate Affairs.
He holds an LLB (Hons) degree and MBA from the National
University of Singapore. He is also a graduate of the Association
of Chartered Certified Accountants, United Kingdom.
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Cycle & Carriage Bintang Berhad Annual Report 2009
CORPORATE GOVERNANCE STATEMENT
The Board of Directors fully supports the recommendations of the The Board has delegated specific responsibilities to three
Malaysian Code on Corporate Governance (“Code”) which sets Board Committees, namely the Audit, Remuneration and
out the broad principles for good corporate governance and best Nomination Committees. These Committees have the authority
practices for listed companies. to deal with particular issues and report to the Board with their
recommendations, if any. The ultimate responsibility for the final
The Board is committed to applying the recommendations of decision on the recommendations lies with the entire Board.
the Malaysian Code on Corporate Governance to ensure that
good corporate governance is practiced throughout the Group to Board Balance
effectively discharge its responsibilities to protect and enhance The Board currently has five members, comprising two
shareholder value. Independent Non-Executive Directors and three Non-Independent
Non-Executive Directors. Together, the Directors bring a wide
The Company has in place a Board Charter that sets out, range of business and financial experience relevant to the
amongst others, the responsibilities, authorities, procedures direction and objectives of the Group. A brief description of the
and structures of the Board and Board Committees as well as background of each Director is presented on pages 6 to 7.
the relationship between the Board with its management and
shareholders. A clear division of responsibility between the Chairman and
the Chief Executive Officer (“CEO”) exists to ensure a balance
Set out below is a statement of how the Group has applied the of power and authority. Formal position descriptions for the
principles of the Code. The Board confirms that the Group has Chairman and the CEO outlining their respective roles and
complied with the best practices in the Code throughout the responsibilities are set out in the Board Charter. In the event that
financial year ended 31 December 2009. the Group does not have CEO, the Chief Operating Officer (“COO”)
or such other person appointed by the Board shall have overall
The Board of Directors charge of the Group to the extent determined by the Board.
The Board has overall responsibility for the strategic direction
of the Group. The Board meets regularly to review corporate The composition of the Board is further balanced by the presence
strategies, operations and the performance of business units of Independent Non-Executive Directors. Although all Directors
within the Group. All Board members bring an independent have equal responsibility for the Group’s business directions
judgement to bear on issues of strategy, performance, resources and operations, the role of these Independent Non-Executive
and standards of conduct. Directors is particularly important in ensuring that the strategies
proposed by the management are fully discussed and evaluated,
During the financial year ended 31 December 2009, four Board having considered the long term interests of all interested
meetings were held. Set out below is the record of attendance of parties, including the shareholders, employees, customers,
the Board members: suppliers and the community as a whole.
Directors Attendance
Vimala Menon, who is the Chairman of the Audit Committee, acts
Benjamin William Keswick 4/4 as the Senior Independent Non-Executive Director. Any concerns
Dato’ Khalid bin Haji Ismail* 3/4 with regards to the Group may be conveyed to her.
Tan Sri Dato’ Sulaiman bin Sujak 4/4
Cheah Kim Teck 4/4 The interests of major shareholders and minority shareholders
Vimala Menon 4/4 are reflected in the Board composition.
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Cycle & Carriage Bintang Berhad Annual Report 2009
Supply of Information Nomination Committee
The management is duty bound to furnish the Board with The present members of the Nomination Committee are:
all material information for the Board to discharge its • Tan Sri Dato’ Sulaiman bin Sujak (Chairman)
responsibilities. In order for the Board to function effectively, • Benjamin William Keswick
matters for the Board’s consideration are presented to all the • Vimala Menon
Directors with sufficient time to enable the Directors to examine
the issues and to obtain further explanation where necessary. This Committee met once during 2009. The meeting was attended
As a general rule, Board papers are circulated for the Directors’ by all members. All the members of this Committee are
review at least five days prior to any scheduled Board meeting. Non-Executive Directors and the majority is independent
The Board papers include, among others, the following: including the Chairman of the Committee.
• Minutes of previous Board meeting
• Minutes of meetings of Committees of the Board The primary function of the Nomination Committee is to
• Directors Circular Resolutions recommend to the Board candidates for directorships of the
• Monthly performance report of the Group Company and its subsidiaries and Directors to fill the seats on
• Operational matters Board Committees.
• Financial matters
• Funding requirements In addition, the Nomination Committee assesses the
• Business strategy matters effectiveness of the Board, Board Committees and contributions
• Project papers of each individual Director. It also ensures an appropriate
framework and plan for Board and management succession.
There is a schedule of matters reserved specifically for the
Board’s decision, including the approval of corporate plans The Nomination Committee reviews annually and recommends
and budgets, acquisition and disposal of major assets, major to the Board the structure, size, balance and composition of the
investments, changes to the management and control structure Board and Committees. This requires a review of the required mix
of the Group and issues in respect of key policies, procedures of skills and experience including core competencies which Non-
and authority limits. Executive Directors should bring to the Board and other qualities
for the Board to function effectively and efficiently.
The Board has also approved a procedure for Directors, whether
as a full Board or in their individual capacity, to take independent Directors’ Training
advice, where necessary, at the Group’s expense in furtherance of As an integral part of the process of appointing new Directors,
their duties. the Nomination Committee ensures that there is an orientation
programme for new Board members. Directors also receive
All Directors have access to the advice and services of the further training, from time to time, from professional bodies and
Company Secretary. training institutions.
Appointments to the Board In their effort to keep abreast with the changes in the industry,
The Malaysian Code on Corporate Governance endorses, as good legislation and regulation affecting the Company, the Directors
practice, a formal procedure for appointments to the Board, have in course of the year attended training programmes or talks
with a nomination committee making recommendations to the in which the topics presented were in area of finance, leadership
Board. The Code, however, states that this procedure may be and economy.
performed by the Board as a whole, although, as a matter of best
practice, it recommends that this responsibility be delegated to a
committee.
The Board has adopted the best practice and the Nomination
Committee has been given the responsibility to recommend new
appointments to the Board.
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Cycle & Carriage Bintang Berhad Annual Report 2009
CORPORATE GOVERNANCE STATEMENT
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Cycle & Carriage Bintang Berhad Annual Report 2009
Directors’ Remuneration Annual General Meeting
Directors’ fees of RM337,000 were paid to the five Non-Executive At each Annual General Meeting, the Board presents the
Directors for the financial year ended 31 December 2009. performance of the business. The Chairman, CEO/COO and other
Directors are available to respond to shareholders’ questions
The number of Directors whose remuneration fell within bands of during the meeting.
RM50,000 is as follows:
Items of special business included in the notice of Annual
Range of remuneration: General Meeting will be accompanied by a full explanation of
the effects of a proposed resolution. Separate resolutions are
Less than RM50,000 1 proposed for separate issues at the meeting and the Chairman
RM50,001– RM100,000 4 declares the number of proxy votes received both for and against
each separate resolution where appropriate.
Policy on External Appointments
The Group recognises that its Directors may be invited to Financial Reporting
become directors of other companies and that exposure to other In presenting the annual financial statements to shareholders
organisations can broaden the experience and knowledge of its and the announcements of quarterly financial results, the Board
Directors which will benefit the Group. Directors are therefore aims to present a balanced assessment of the Group’s position
at liberty to accept other board appointments so long as the and prospects.
appointment is not in conflict with the business of the Group and
does not adversely affect the Directors’ performance as a member Corporate Social Responsibility (“CSR”)
of the Board. All such appointments must first be discussed with The Group’s CSR efforts in 2009 focused mainly on the
the Chairman of the Board before being accepted. employees’ well-being and the community. During the year,
the Group continued with the Academic Excellence Awards
Dialogue between the Company and Investors Presentation which encourages and recognises the academic
The Group adheres strictly to the disclosure requirements under excellence of the children of the Group’s employees. The Group
the listing requirements of Bursa Malaysia Securities Berhad. has also contributed to the less privileged communities such as
Results of the Group are announced quarterly to Bursa Malaysia the disabled and the aged.
Securities Berhad. In addition, material transactions and events
are also announced accordingly.
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Cycle & Carriage Bintang Berhad Annual Report 2009
STATEMENT OF INTERNAL CONTROL
The process requires management to comprehensively identify • Comprehensive budgeting and monitoring processes
and assess all types of risks in terms of likelihood and magnitude Detailed and comprehensive budgets for both business
of impact as well as to identify and evaluate the adequacy and and support units are prepared on an annual basis for
application of mechanisms in place to manage, mitigate, avoid approval by the Board together with an indication of future
or eliminate these risks. The process encompasses assessments business directions under a two-year operating plan.
and evaluations at business unit process level before being Actual performance is monitored against the budget on a
examined on a Group perspective. monthly basis and appropriate explanations documented
for significant variances. Periodical forecasts are also carried
At least once a year, a written report is presented to the Audit out frequently to update changes in business environment.
Committee on the significant risks impacting the Group and Management Accounts packages detailing performance
the measures taken by the management to address the risks. of business and support units against budget, forecast,
The report will also highlight residual exposures along with prior year results and key business indicators are tabled
management action plan to manage or mitigate such exposures. and deliberated at the Management Committee and Board
Any internal or external changes that may significantly impact meetings for proper monitoring of performance.
the risks and control spectrum will also be highlighted. The Audit
Committee will deliberate on the reports and advise the Board on Monitoring and Review
significant risk exposures. The effectiveness of the systems of internal control and risk
management are monitored through periodical review of
Control Structure and Environment business processes, the state of internal control and business
The embedded control system is designed to facilitate risk profile by operating units. The results of the review will
achievement of the Group’s business objectives. It comprises the be examined by a team within the organisation and after due
following: processes, the management will identify significant areas to be
reported to the Audit Committee.
• Organisation structure with well defined lines of
responsibility and delegated authority Independent appraisals by internal auditors also ensure
The organisation structure includes defined delegation compliance with policies, procedures, standards and legislation
of responsibilities to the Committees of the Board, the and give reasonable assurance of the effectiveness of the
Chief Executive or Chief Operating Officer and operating Group’s systems of internal controls and risk management.
units through defined sets of terms of references, position
descriptions and authorisation levels for all aspects of
the business as set out in the Board Charter and Limits of
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Cycle & Carriage Bintang Berhad Annual Report 2009
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors was formed in Other main issues discussed by the Audit Committee are as
1977. The present members of the Committee are: follows:
Set out below is the record of attendance of the Audit Committee The Group Internal Auditors review internal controls in all key
members: activities of the Group and recommend improvement in controls
and procedures. The Group Internal Auditors are independent of
Audit Committee Members Attendance the activities they audit and perform with impartiality and due
professional care. Findings of the Group Internal Auditors are
Vimala Menon 4/4 reported regularly to the Audit Committee.
Tan Sri Dato’ Sulaiman bin Sujak 4/4
Cheah Kim Teck 4/4 The Audit Committee approves the internal audit plan of the
Group Internal Auditors each year. The scope of the internal audit
The terms of reference of the Audit Committee are set out in covers the audits of significant units and operations, including
pages 14 to 15. subsidiaries. In addition, the Group Internal Auditors also audit
the various computer application systems and network of the
During the financial year, the Audit Committee carried out its Group.
duties as set out in the terms of reference. In particular, the
functions of the Audit Committee are to review accounting During the year the management worked hand in hand with the
policies, internal controls, statutory financial statements and Group Internal Auditors in identifying risk areas, implementing
related party transactions of the Company and its subsidiary control measures and monitoring controls. The monitoring
companies on behalf of the Board of Directors. process will form the basis for continually improving the risk
management process in the context of the Group’s overall goals.
In performing its functions, the Audit Committee reviewed the
overall scope of internal audit. It met with the Group’s internal In the course of auditing, the Group Internal Auditors have
auditors to discuss the results of their examinations and their identified some minor internal control weaknesses during the
evaluation of the system of internal controls of the Company and period, which have been or are being addressed. None of the
its subsidiary companies. weaknesses have resulted in any material losses, contingencies
or uncertainties that would require disclosure in the Group’s
In addition, the Audit Committee discussed with the external Annual Report.
auditors the audit plan which states the nature and scope of
audit and the results of examination arising from the external
audit.
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Cycle & Carriage Bintang Berhad Annual Report 2009
AUDIT COMMITTEE TERMS OF REFERENCE
1. Provide assistance to the Board in fulfilling its statutory 1. Have authority to investigate any matter within its terms of
and fiduciary responsibilities to review the Company and reference;
its subsidiaries (“the Group”) and monitoring the Group’s
management of business/financial risk processes and 2. Have the resources which are required to perform its duties;
accounting and financial reporting practices;
3. Have full and unrestricted access to any information
2. Determine that the Group has adequate administrative, pertaining to the Group;
operational and internal accounting controls and that
the Group is operating in accordance with its prescribed 4. Have direct communication channels with the external
procedures, codes of conduct and applicable legal and auditors and internal auditors;
regulatory requirements;
5. Be able to obtain independent professional advice or other
3. Serve as an independent and objective party in the review advice; and
of the financial information presented by management for
distribution to shareholders and the general public; and 6. Be able to convene meetings with the external auditors, the
internal auditors or both, excluding the attendance of other
4. Provide direction and oversight over the internal audit directors and employees of the Company, whenever deemed
function and the external auditors to enhance their necessary.
independence from management.
Meetings
Membership The Committee shall meet at least four (4) times each year.
The Audit Committee must have at least three members. All Additional meetings shall be scheduled as considered necessary
the members must be non-executive directors and financially by the Committee or chairperson. The Committee may establish
literate with a majority of them being independent directors. The procedures from time to time to govern its meetings, keeping of
chairperson of the Committee shall be an independent director. minutes and its administration.
At least one member of the Committee, preferably an The Committee may request other directors, members of
independent director, must meet the criteria set by the Main management, counsels, internal auditors and external auditors,
Market Listing Requirements of Bursa Malaysia Securities Berhad as applicable to participate in Committee meetings, as necessary,
(“BMSB”) (Paragraph 15.09(1)(c)). to carry out the Committee’s responsibilities. It shall be
understood that either internal or external auditors, may, at any
Audit Committee members and the chairperson must be time, request a meeting with the Audit Committee with or without
appointed by the Board based on the recommendations of the management attendance.
Nomination Committee. No alternate directors shall be appointed
to the Audit Committee. The external auditors shall be given notice of meetings and shall
have the right to attend and speak.
If a member of the Committee resigns, dies or for any reason
ceases to be a member resulting in non-compliance with the At least twice a year, the Committee shall meet with the external
above paragraphs, the Board must, within three (3) months of auditors without the presence of executive Board members.
that event, appoint such number of new members as may be
required. The Secretary of the Committee shall be appointed by the
Committee from time to time. Committee meeting agendas
The Audit Committee shall have no executive powers. shall be the responsibility of the Committee chairperson with
input from Committee members. The chairperson may also
ask management to participate in this process. The agenda
for each meeting shall be circulated at least five days before
each meeting to the Committee members, the external auditors
and all those who are required to attend the meeting. Written
materials including information requested by the Committee
from management, internal audit and external auditors shall be
received together with the agenda for the meetings.
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Cycle & Carriage Bintang Berhad Annual Report 2009
The Committee shall cause minutes to be duly entered in 8. To do the following where an internal audit function exists:
the books provided for the purpose of all resolutions and
proceedings of all meetings of the Committee. Such minutes • review the adequacy of the scope, function, competency
shall be signed by the chairperson of the meeting at which and resources of the internal audit function and that it has
the proceedings were held or by the chairperson of the next the necessary authority to carry out its work;
succeeding meeting and if so signed, shall be conclusive
evidence without any further proof of the facts thereon stated. • review the internal audit programme, process and
Minutes of each meeting shall also be distributed to all attendees results of the internal audit programme, processes or
(members) of the Audit Committee meeting and external auditors. investigation undertaken and where necessary ensure that
appropriate action is taken on the recommendations of
The Committee, through its chairperson, shall report to the Board the internal audit function;
after each meeting. The minutes of the Committee meeting shall
be available to all Board members. • ensure that the internal audit function is independent of
the activities it audits; the internal audit function should
Circular Resolutions signed by all the members shall be valid be free from interference in determining the scope of
and effective as if it had been passed at a meeting of the Audit internal audit, performing work and communicating
Committee. results; and
Scope of Activities • ensure that the internal audit function reports directly to
the Committee.
The duties of the Audit Committee shall include the following:
1. To recommend appointment of the external auditors and their 9. To review any related party transactions and conflict of
fees and consider any questions of resignation or dismissal interest situation that may arise within the Group including
including whether there is reason (supported by grounds) any transaction, procedure or course of conduct that raises
to believe that the external auditors are not suitable for questions of management integrity;
re-appointment;
10. To review the major findings of internal investigations and
2. To review the external auditors’ proposed scope and approach management’s response;
before the audit commences and ensure co-ordination where
more than one audit firm is involved; 11. To review management’s monitoring of compliance with the
Group’s code of corporate conduct;
3. To review the quarterly financial announcements and year-
end financial statements of the Group, prior to the approval 12. To review with the Group’s counsels, any legal matters that
by the Board, focusing particularly on: could have a significant impact on the Group’s financial
statements;
• changes in or implementation of major accounting
policies; 13. To verify at the end of each financial year, the allocation
of options under a share scheme for employees to ensure
• significant and unusual events; compliance with the allocation criteria determined by the
Remuneration Committee and in accordance with the Bye-
• significant adjustments arising from the audit; Laws of the relevant Option Scheme. A statement by the
Committee verifying such allocation shall be included in the
• going concern assumption; and annual report;
• compliance with accounting standards and other legal 14. To review the findings of any investigation by regulatory
requirements. authorities;
4. To discuss problems and reservations arising from interim 15. Where the Audit Committee is of the view that a matter
and final audits and any matter the auditor may wish to reported by it to the Board has not been satisfactorily
discuss (in the absence of management where necessary) resolved resulting in a breach of BMSB’s requirements, the
including assistance given by employees of the Group to the Audit Committee must promptly report such matters to BMSB;
auditor; and
5. To review with the external auditors, their evaluation of 16. Perform other oversight functions as requested by the Board.
the system of internal controls, including any significant
suggestions for improvements and management’s response;
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Cycle & Carriage Bintang Berhad Annual Report 2009
ADDITIONAL COMPLIANCE INFORMATION
In compliance with the Main Market Listing Requirements of Recurrent Related Party Transactions
Bursa Malaysia Securities Berhad (“BMSB”), the following The Company had at the Annual General Meeting held on
information is provided: 21 April 2009 obtained a shareholders’ mandate for the Group to
enter into recurrent transactions of a revenue or trading nature,
Non-Statutory Audit Fees which are necessary for its day to day operations and are in
The amount of non-statutory audit fees paid and payable to the the ordinary course of business, with related parties. The said
external auditors by the Company and its subsidiaries for the general mandate has been in effect from 21 April 2009 until the
financial year ended 31 December 2009 are as follows: conclusion of the forthcoming Annual General Meeting of the
Company. The Company intends to seek a renewal of the said
PricewaterhouseCoopers RM24,000
general mandate for recurrent related party at the forthcoming
PricewaterhouseCoopers Taxation Services Sdn Bhd RM44,000
Annual General Meeting of the Company.
Total RM68,000
The details of the new mandate to be sought have been furnished
Material Contracts in the Circular to Shareholders dated 5 April 2010 attached to this
Neither the Company nor any of its subsidiaries have entered into Annual Report.
any contracts which are or may be material (not being contracts
entered into in the ordinary course of business) involving Details of related party transactions are disclosed in Note 29 to
Directors’ and major shareholders’ interests since the end of the the financial statements, of which none of the aggregate value of
previous financial year. transactions conducted pursuant to the shareholders’ mandate
during the financial year is equal to or exceeds the applicable
prescribed threshold under Chapter 10 of the Main Market Listing
Requirements of BMSB.
Sanctions or Penalties
During the financial year, there were no sanctions and/
or penalties imposed on the Company and its subsidiaries,
Directors or management by the relevant regulatory bodies.
The Directors are required by the Companies Act, 1965 to prepare The Directors acknowledge the responsibility for ensuring that
financial statements for each financial year which have been the Company keeps accounting records which disclose with
made out in accordance with the applicable approved accounting reasonable accuracy the financial position of the Group and of
standards and give a true and fair view of the state of affairs the Company and which enable them to ensure that the financial
of the Group and of the Company at the end of the financial statements comply with the Companies Act, 1965.
year and of the results and cash flows of the Group and of the
Company for the financial year. The Directors have overall responsibilities for taking such steps
as are reasonably open to them to safeguard the assets of the
In preparing the financial statements, the Directors have: Group, to prevent and detect fraud and other irregularities.
16
Cycle & Carriage Bintang Berhad Annual Report 2009
STATUTORY FINANCIAL STATEMENTS
18 Directors’ Report
22 Statement by Directors
22 Statutory Declaration
23 Independent Auditors’ Report
24 Consolidated Income Statement
25 Consolidated Balance Sheet
26 Consolidated Statement of
Changes in Equity
27 Consolidated Cash Flow Statement
28 Company Income Statement
29 Company Balance Sheet
30 Company Statement of
Changes in Equity
31 Company Cash Flow Statement
32 Summary of Significant
Accounting Policies
38 Notes to the Financial Statements
17
Cycle & Carriage Bintang Berhad Annual Report 2009
DIRECTORS’ REPORT
The directors submit their Annual Report to the members together with the audited financial statements of the Group and of the
Company for the financial year ended 31 December 2009.
Principal Activities
The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sales of spare parts and
servicing of vehicles. There was no significant change in the nature of these activities during the financial year.
Financial Results
Group Company
RM’000 RM’000
Dividends
The dividends paid or declared by the Company since 31 December 2008 were as follows:
RM’000
Special gross dividend of 120 sen per share on 100,744,500 ordinary shares,
less income tax, paid on 18 September 2009 90,670
98,226
The directors now recommend the payment of a final gross dividend of 5 sen per share on 100,744,500 ordinary shares, less
income tax, amounting to RM3,778,000 which, subject to the approval of members at the forthcoming Annual General Meeting
of the Company, will be paid on 25 June 2010 to shareholders whose names appear in the Company’s Register of Members and
Record of Depositors on 31 May 2010.
Directors
The directors who have held office during the period since the date of the last report are:
18
Cycle & Carriage Bintang Berhad Annual Report 2009
Directors (continued)
In accordance with the Company’s Articles of Association, Benjamin William Keswick retires by rotation at the forthcoming Annual
General Meeting and, being eligible, offers himself for re-election.
In accordance with the Company’s Articles of Association, Datuk Syed Tamim Ansari bin Syed Mohamed retires under casual
vacancy at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election.
In accordance with Section 129 of the Companies Act 1965, Tan Sri Dato’ Sulaiman bin Sujak being over seventy years of age,
retires at the forthcoming Annual General Meeting and offers himself for re-appointment.
Directors’ Benefits
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or objects
of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company
or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than those
disclosed in Note 5 and Note 29(c) to the financial statements) by reason of a contract made by the Company or a related
corporation with the director other than share options or with a firm of which he is a member, or with a company in which he has
a substantial financial interest.
At At
1.1.2009 Acquired Sold 31.12.2009
#
Deemed interest in shares held by family trusts in which Benjamin William Keswick is a beneficiary.
19
Cycle & Carriage Bintang Berhad Annual Report 2009
DIRECTORS’ REPORT
At 31 December 2009, Benjamin William Keswick had deemed interests in 35,915,991 ordinary shares in JMHL as discretionary
objects under the 1947 Trust, the income of which is available for distribution to senior executive officers and employees of JMHL
and its wholly owned subsidiaries.
At At
1.1.2009 Granted Exercised 31.12.2009
At At
1.1.2009 Acquired Sold 31.12.2009
None of the other directors who held office at the end of the financial year held any interest in shares in the Company or its related
corporations during the financial year.
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 of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the Company
misleading; or
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the
Company misleading or inappropriate.
No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months
after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group or
of the Company to meet their obligations when they fall due.
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.
20
Cycle & Carriage Bintang Berhad Annual Report 2009
Statutory Information on the Financial Statements (continued)
In the opinion of the directors,
(a) the results of the Group’s and of the 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 of the
Company for the financial year in which this report is made.
Auditors
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with their resolution dated 23 February 2010.
21
Cycle & Carriage Bintang Berhad Annual Report 2009
STATEMENT BY DIRECTORS
Pursuant to Section 169(15) of the Companies Act, 1965
We, Benjamin William Keswick and Vimala A/P V.R. Menon, two of the directors of Cycle & Carriage Bintang Berhad, state that, in
the opinion of the directors, the financial statements set out on pages 24 to 62 are drawn up so as to give a true and fair view of
the state of affairs of the Group and of the Company as at 31 December 2009 and of the results and cash flows of the Group and
of the Company for the financial year ended on that date in accordance with the Financial Reporting Standards, MASB Approved
Accounting Standards in Malaysia for Entities Other than Private Entities and the provisions of the Companies Act, 1965.
Signed on behalf of the Board of Directors in accordance with their resolution dated 23 February 2010.
STATUTORY DECLARATION
Pursuant to Section 169(16) of the Companies Act, 1965
I, Wong Yee Ying, the officer primarily responsible for the financial management of Cycle & Carriage Bintang Berhad, do solemnly
and sincerely declare that the financial statements set out on pages 24 to 62 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.
Before me:
22
Cycle & Carriage Bintang Berhad Annual Report 2009
INDEPENDENT AUDITORS’ REPORT
To the Members of Cycle & Carriage Bintang Berhad (Company No. 7378 D)
Auditors’ Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance
with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan
and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the
Company’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control. An
audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with the Financial Reporting Standards,
MASB Approved Accounting Standards in Malaysia for Entities Other than Private Entities and the Companies Act 1965 so as to
give a true and fair view of the financial position of the Group and of the Company as of 31 December 2009 and of their financial
performance and cash flows for the financial year then ended.
Other Matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act 1965
in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Kuala Lumpur
23 February 2010 23
Cycle & Carriage Bintang Berhad Annual Report 2009
CONSOLIDATED INCOME STATEMENT
CONTINUING OPERATIONS
REVENUE 4 466,320 513,090
Cost of sales (412,607) (452,246)
Gross profit 53,713 60,844
DISCONTINUED OPERATIONS
PROFIT FOR THE YEAR FROM DISCONTINUED OPERATIONS 7 4,486 156
PROFIT FOR THE YEAR 8 28,129 46,785
Basic earnings per share attributable to the equity holders of the Company (sen):
– profit for the year from continuing operations 10 23.5 46.3
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
24
Cycle & Carriage Bintang Berhad Annual Report 2009
CONSOLIDATED BALANCE SHEET
As at 31 December 2009
Note 2009 2008
RM’000 RM’000
NON-CURRENT ASSETS
Property, plant and equipment 11 68,864 73,224
Leasehold land use rights 12 11,391 11,618
Investment in an associated company 14 & 27 195 204
Investment in unquoted shares 15 66,003 66,003
Deferred tax assets 16 1,037 2,608
147,490 153,657
CURRENT ASSETS
Inventories 17 53,600 62,179
Tax recoverable 232 1,269
Trade and other receivables 18 43,831 60,445
Bank balances and deposits 20 28,427 58,766
126,090 182,659
Non-current assets held for sale 7 0 250
126,090 182,909
TOTAL ASSETS 273,580 336,566
CURRENT LIABILITIES
Provisions for liabilities and charges 21 963 1,391
Current tax liabilities 934 126
Trade and other payables 22 83,563 106,832
Borrowings (unsecured) 23 30,000 0
115,460 108,349
TOTAL LIABILITIES 115,460 108,349
NET ASSETS 158,120 228,217
EQUITY
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
25
Cycle & Carriage Bintang Berhad Annual Report 2009
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
26
Cycle & Carriage Bintang Berhad Annual Report 2009
CONSOLIDATED CASH FLOW STATEMENT
OPERATING ACTIVITIES
Net cash flow from operations 26 32,092 126,674
INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment 370 33,131
Purchase of property, plant and equipment (1,201) (5,389)
Interim capital distribution from an associated company 0 450
Proceeds from disposal of subsidiaries 0 23,181
Dividend income 11,229 11,229
Income from investment 0 18,714
Net cash flow from investing activities 10,398 81,316
FINANCING ACTIVITIES
Revolving credits and bankers acceptance 30,000 (49,479)
Dividends paid (98,226) (108,099)
Net cash flow used in financing activities (68,226) (157,578)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR (30,339) 44,307
CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR 58,766 14,459
CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 20 28,427 58,766
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
27
Cycle & Carriage Bintang Berhad Annual Report 2009
COMPANY INCOME STATEMENT
CONTINUING OPERATIONS
REVENUE 4 415,343 453,244
Cost of sales (366,452) (400,184)
Gross profit 48,891 53,060
DISCONTINUED OPERATIONS
PROFIT/(LOSS) FOR THE YEAR FROM DISCONTINUED OPERATIONS 7 4,486 (652)
PROFIT FOR THE YEAR 8 37,999 40,984
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
28
Cycle & Carriage Bintang Berhad Annual Report 2009
COMPANY BALANCE SHEET
As at 31 December 2009
Note 2009 2008
RM’000 RM’000
NON-CURRENT ASSETS
Property, plant and equipment 11 67,738 72,707
Leasehold land use rights 12 13,246 13,473
Investments in subsidiary companies 13 & 27 31,654 31,654
Investment in an associated company 14 & 27 0 0
Investment in unquoted shares 15 66,003 66,003
Deferred tax assets 16 986 2,461
179,627 186,298
CURRENT ASSETS
Inventories 17 48,451 57,230
Tax recoverable 0 1,141
Trade and other receivables 18 40,206 55,530
Amounts due from subsidiary companies 19 4,896 386
Bank balances and deposits 20 26,386 56,322
119,939 170,609
Non-current assets held for sale 7 0 250
119,939 170,859
TOTAL ASSETS 299,566 357,157
CURRENT LIABILITIES
Provisions for liabilities and charges 21 890 1,259
Current tax liabilities 934 0
Trade and other payables 22 78,462 99,104
Amounts due to subsidiary companies 19 26,147 33,434
Borrowings (unsecured) 23 30,000 0
136,433 133,797
TOTAL LIABILITIES 136,433 133,797
NET ASSETS 163,133 223,360
EQUITY
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
29
Cycle & Carriage Bintang Berhad Annual Report 2009
COMPANY STATEMENT OF CHANGES IN EQUITY
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
30
Cycle & Carriage Bintang Berhad Annual Report 2009
COMPANY CASH FLOW STATEMENT
OPERATING ACTIVITIES
Net cash flow from operations 26 20,667 158,261
INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment 420 31,972
Purchase of property, plant and equipment (458) (2,315)
Proceeds from disposal of subsidiaries 0 690
Interim capital distribution from an associated company 0 450
Dividends from subsidiary companies 10,520 0
Dividend income 11,229 11,229
Income from investment 0 18,714
Net cash flow from investing activities 21,711 60,740
FINANCING ACTIVITIES
Revolving credits and bankers acceptance 30,000 (59,000)
Dividends paid (98,226) (108,099)
Net cash flow used in financing activities (68,226) (167,099)
NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR (29,936) 45,506
CASH AND CASH EQUIVALENTS AT BEGINNING OF FINANCIAL YEAR 56,322 10,816
CASH AND CASH EQUIVALENTS AT END OF FINANCIAL YEAR 20 26,386 56,322
The accounting policies on pages 32 to 37 and the notes on pages 38 to 62 form an integral part of these financial statements.
31
Cycle & Carriage Bintang Berhad Annual Report 2009
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Unless otherwise stated, the following accounting policies have been applied consistently to all the years presented in dealing
with items which are considered material in relation to the financial statements.
A Basis of Preparation
The consolidated financial statements have been prepared in accordance with the provisions of the Companies Act,
1965 and Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other than
Private Entities. The consolidated financial statements have been prepared under the historical cost convention, except as
disclosed in the accounting policies below.
The preparation of financial statements in conformity with the Financial Reporting Standards and the provisions of the
Companies Act, 1965 requires the use of certain critical accounting estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements,
and the reported amounts of revenues and expenses during the reported period. It also requires management to exercise
its judgement in the process of applying the Group’s accounting policies. Although these estimates and judgement are
based on the directors’ best knowledge of current events and actions, actual results could differ from these estimates.
The areas involving a higher degree of judgement or complexity, or areas where assumptions and estimates are significant
to the financial statements, are disclosed in Note 3.
(a) Standards, amendments to published standards and interpretations to existing standards that are not yet effective
and have not been early adopted
The new standards, amendments to published standards and interpretation that are mandatory for the Group’s
financial periods beginning on or after 1 January 2010, but which the Group has not early adopted, are as follows:
• Revised FRS 3 – Business Combinations.
• FRS 7 – Financial Instruments: Disclosures.
• FRS 8 – Operating Segments.
• FRS 101 – Presentation of Financial Statements.
• Revised FRS 127 – Consolidated and Separate Financial Statements.
• FRS 139 – Financial Instruments: Recognition and Measurement.
• Amendments to FRS 139 – Reclassification of Financial Assets.
• Amendments to FRS 139 – Eligible Hedged Items.
• Amendments to IC Interpretation 9 and FRS 139 – Embedded Derivatives.
• Amendments to FRS 1 and FRS 127 – Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate.
• Amendments to FRS 132 and FRS 101 – Puttable Financial Instruments and Obligations Arising on Liquidation.
• IC Interpretation 9 – Reassessment of Embedded Derivatives.
• IC Interpretation 10 – Interim Financial Reporting and Impairment.
• IC Interpretation 13 – Customer Loyalty Programmes.
(b) Standards, amendments to published standards and interpretation to existing standards that are not yet effective
and not relevant for the Group’s operations
• FRS 4 – Insurance Contracts.
• FRS 123 – Borrowing Costs.
• Amendments to FRS 2 – Share-based Payments: Vesting Conditions and Cancellations.
• IC Interpretation 11 FRS 2 – Group and Treasury Share Transactions.
• IC Interpretation 12 – Service Concession Arrangements.
• IC Interpretation 14 FRS 119 – The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their
Interaction.
• IC Interpretation 15 – Agreements for Construction of Real Estate.
• IC Interpretation 16 – Hedges of a Net Investment in a Foreign Operation.
• IC Interpretation 17 – Distributions of Non-cash Assets to Owners.
B Basis of Consolidation
The consolidated financial statements made up to 31 December include the audited financial statements of the Company
and all its subsidiary companies.
Subsidiary companies are consolidated from the date of acquisition up to the date of disposal using the acquisition
method of accounting. All intercompany transactions, balances and unrealised surpluses and deficits on transactions
between group companies have been eliminated. Where necessary, accounting policies for subsidiary companies have
been changed to ensure consistency with the policies adopted by the Group.
32
Cycle & Carriage Bintang Berhad Annual Report 2009
C Subsidiary Companies
Subsidiaries are all entities over which the Group has the power to govern the financial and operating policies generally
accompanying a shareholding of more than 50% of the voting rights. The existence and effect of potential voting rights
that are currently exercisable or convertible are considered when assessing whether the Group controls another entity.
Subsidiaries are fully consolidated from the date on which control is transferred to the Group. They are de-consolidated
from the date that control ceases.
Investments in subsidiary companies are stated in the financial statements of the Company at cost less allowance for any
accumulated impairment losses. Impairment in value of an investment is recognised as an expense in the period in which
the impairment is identified.
D Associated Companies
Associates are all entities over which the Group has significant influence, but no control, generally accompanying a
shareholding of between 20% and 50% of the voting rights. Investments in associates are accounted for in the consolidated
financial statements using the equity method of accounting and are initially recorded at cost. The Group’s investment in
associates includes goodwill (net of any accumulated impairment losses) identified on acquisition. When the Group’s
share of losses in an associate equals or exceeds its interest in the associate, including any other unsecured receivables,
the Group does not recognise further losses, unless the Group has incurred obligations or made payments on behalf of the
associate.
Significant unrealised gains on transactions between the Group and its associates are eliminated to the extent of the
Group’s interest in the associate. Unrealised losses are also eliminated unless the transaction provides evidence of an
impairment of the asset transferred. Adjustments have been made where necessary to ensure consistency with the policies
adopted by the Group.
The details of the Group’s associated company are shown in Note 27.
E Investments
Unquoted investments are stated at cost and provision for diminution in value is only made where in the opinion of the
directors, there is a reduction in carrying amount which is other than a temporary decline.
On disposal of an investment, the difference between the net disposal proceeds and its carrying amount is charged/
credited to the income statement.
Freehold land is not depreciated. Buildings are depreciated using the straight line method over their estimated useful
economic lives or the estimated remaining period of the lease, whichever is shorter. All other property, plant and equipment
are depreciated on a straight line basis to write-off the cost of each asset to their residual values over their estimated useful
lives at the following annual rates:
Buildings 3 1/3% – 20%
Plant and machinery 14% – 33%
Motor vehicles, equipment and fixtures 10% – 33%
Depreciation on assets under construction commences when the assets are ready for their intended use.
33
Cycle & Carriage Bintang Berhad Annual Report 2009
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
On disposal of property, plant and equipment, the difference between the net disposal proceeds and the carrying amount
is credited or charged to the income statement in determining profit from operations. The revaluation surplus on land and
buildings is transferred directly to retained earnings on sale of the property.
I Impairment of Assets
Assets that have an indefinite useful life are not subject to amortisation and are tested annually for impairment. Assets
that are subject to amortisation are reviewed for impairment whenever events of changes in circumstances indicate that
the carrying amount may not be recoverable. An impairment loss is recognised for the amount by which the asset’s carrying
amount exceeds its recoverable amount. The recoverable amount is the higher of an asset’s fair value less costs to sell and
value in use.
For the purposes of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable
cash flows (cash-generating units). Non-financial assets other than goodwill that suffered impairment are reviewed for
possible reversal of the impairment at each reporting date. The impairment loss is charged to the income statement unless
it reverses a previous revaluation in which case it is charged to the revaluation reserve. Impairment loss on goodwill is not
reversed. In respect of other assets, any subsequent increase in recoverable amount is recognised in the income statement
unless it reverses an impairment loss on a revalued asset in which case it is taken to revaluation reserve.
J Operating Leases
Accounting by lessee
Leases of assets where a significant portion of the risks and rewards of ownership are retained by the lessor are classified
as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to
the income statement on the straight line basis over the lease period.
K Inventories
Inventories are valued at the lower of cost and net realisable value.
Cost is generally determined using the first in, first out method except for spare parts, where cost is determined on the
weighted average method. Work-in-progress and cost of locally assembled vehicles include direct materials, labour and an
appropriate proportion of production overheads.
Net realisable value is the estimate of the selling price in the ordinary course of business, less the estimated costs of
completion and selling expenses. Allowances are made where necessary for obsolete, slow-moving and defective stocks.
L Trade Receivables
Trade receivables are carried at invoice amount less allowance for doubtful debts. The allowance is established when
there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of the
receivables. The amount of the allowance is the difference between the carrying amount and the recoverable amount.
Bad debts are written off when it is established that they are irrecoverable.
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Cycle & Carriage Bintang Berhad Annual Report 2009
M Income Taxes
Current tax expense is provided based on the tax payable on the income for the financial year that is chargeable to tax.
Deferred income tax is recognised in full, using the liability method, on temporary differences arising between the amounts
attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. The principal
temporary differences arise from depreciation on property, plant and equipment, revenue received in advance, impairment
of assets, revaluations of certain non-current assets, provisions for pensions and other post-retirement benefits, and tax
losses carried forward; and in relation to acquisitions, on the difference between the fair values of the net assets acquired
and their tax bases.
Deferred tax assets are recognised for temporary differences which will result in deductible amounts in future periods,
carry-forward of unused tax losses and tax credits but only to the extent that it is probable that taxable profit will be
available against which these temporary differences, losses or tax credits can be utilised.
Deferred tax is recognised on temporary differences arising on investments in subsidiaries, associated companies and joint
ventures except where the timing of the reversal of the temporary differences can be controlled and it is probable that the
temporary differences will not reverse in the foreseeable future.
N Foreign Currencies
(1) Functional and presentation currency
The financial statements are presented in Ringgit Malaysia, which is the Company’s functional and presentation
currency.
O Revenue Recognition
Revenue comprises the fair value of the consideration received or receivable for the sale of goods and services in the
ordinary course of the Group’s activities. Revenue is shown net of sales and service taxes, excise duties, and is stated net
of discounts and after eliminating sales within the Group. The Group recognises revenue when the amount of revenue can
be reliably measured, it is probable that future economic benefits will flow to the entity.
Interest income and return on investment are recognised in the income statement on a time-proportion basis unless
collection is in doubt.
Dividend income is recognised when the Group’s right to receive payment is established.
Q Share Capital
(1) Classification
Ordinary shares are classified as equity.
(2) Dividends
Interim dividends are accounted for in shareholders’ equity as an appropriation of retained earnings in the period
in which they are declared whilst final dividends are accounted for when approved by shareholders at the Annual
General Meeting.
35
Cycle & Carriage Bintang Berhad Annual Report 2009
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
R Employee Benefits
(1) Short term employee benefits
Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the period in
which the associated services are rendered by employees of the Group.
S Financial Instruments
(1) Description
A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability
or equity instrument of another enterprise.
A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another
enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are
potentially favourable, or an equity instrument of another enterprise.
A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another
enterprise, or to exchange financial instruments with another enterprise, or to exchange financial instruments with
another enterprise under conditions that are potentially unfavourable.
The Group entered into foreign currency forward contracts to protect the Group from movements in exchange rates
by establishing the rate at which a foreign currency asset or liability will be settled. Any increase or decrease in the
amount required to settle the asset or liability is offset by a corresponding movement in the value of the foreign
currency forward contract. The gains and losses are therefore offset for financial reporting purposes and are not
recognised in the financial statements.
In assessing the fair value of other financial instruments, the Group uses a variety of methods and makes assumptions
that are based on market conditions existing at each balance sheet date. Estimated discounted value of future cash
flows are used to determine fair value for investment in unquoted shares.
The face values of financial assets (less any estimated credit adjustments) and financial liabilities with a maturity
period of less than one year are assumed to approximate their fair values. The fair values of financial assets and
liabilities with a maturity period of more than one year are disclosed in the notes to the financial statement.
36
Cycle & Carriage Bintang Berhad Annual Report 2009
T Segment Reporting
Business segments provide products or services that are subject to risks and returns that are different from those of other
business segments. Geographical segments provide products or services within a particular economic environment that is
subject to risks and returns that are different from those components operating in other economic environments.
Segment revenue, expense, assets and liabilities are those amounts resulting from the operating activities of a segment
that are directly attributable to the segment and the relevant portion that can be allocated on a reasonable basis to the
segment. Segment revenue, expense, assets and segment liabilities are determined before intragroup balances and
intragroup transactions are eliminated as part of the consolidation process, except to the extent that such intragroup
balances and transactions are between group enterprises within a single segment.
U Provisions
Provisions for service and warranty, retrenchment benefit and legal claims are recognised when: the Group has a present
legal or constructive obligation as a result of past events; it is more likely than not that an outflow of resources will be
required to settle the obligation; and the amount has been reliably estimated. Provisions are not recognised for future
operating losses.
Provisions are measured at the present value of the expenditures expected to be required to settle the obligation using a
pre-tax rate that reflects current market assessment of the time value of money and the risks specific to the obligation. The
increase in the provision due to passage of time is recognised as interest expense.
V Borrowings
Borrowings are initially recognised based on the proceeds received, net of transaction costs incurred. In subsequent
periods, borrowings are stated at amortised cost using the effective yield method; any difference between proceeds (net of
transaction costs) and the redemption value is recognised in the income statement over the period of the borrowings.
Borrowings are classified as current liabilities unless they are due at least 12 months after the balance sheet date.
37
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
1 General Information
The principal activities of the Group and of the Company consist of the retailing of motor vehicles, sales of spare parts and
servicing of vehicles. There was no significant change in the nature of these activities during the financial year.
The ultimate holding company of the Company is Jardine Matheson Holdings Limited, a company incorporated in
Bermuda.
The holding company of the Company is Jardine Cycle & Carriage Limited, a company incorporated in Singapore.
The Company is a limited liability company, incorporated and domiciled in Malaysia and listed on the Main Market of Bursa
Malaysia Securities Berhad.
Credit risk
Credit risk arises when sales are made on deferred credit terms. The Group has no significant concentrations of credit risk.
The Group seeks to control credit risk by setting counterparty limits and ensuring that sales of products and services are
made to customers with an appropriate credit worthiness.
Factors that could impact the estimated warranty claim include the quality of the products distributed, as well as
parts and labour costs.
38
Cycle & Carriage Bintang Berhad Annual Report 2009
3 Critical Accounting Estimates and Judgement (continued)
(b) Income taxes
Significant judgement is required in determining the provision for income taxes. There are many transactions and
calculations for which the ultimate tax determination is uncertain during the ordinary course of business. The Group
recognises liabilities for anticipated tax audit issues based on estimates of whether additional taxes will be due. Where
the final tax outcome of these matters is different from the amounts that were initially recorded, such differences will
impact the income tax and deferred tax provisions in the period in which such determination is made.
Recognition of the deferred tax assets, which principally relate to tax losses, depends on the management’s
expectation of future taxable profit that will be available against which the tax losses can be utilised. The outcome of
their actual utilisation may be different.
4 Revenue
Revenue of the Group and of the Company comprise sales of motor vehicles, spare parts and servicing of motor vehicles,
excluding sales and service taxes, excise duties and net of discounts.
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Sales of motor vehicles and spare parts 446,253 489,533 397,730 432,462
Servicing of motor vehicles 20,067 23,557 17,613 20,782
466,320 513,090 415,343 453,244
5 Directors’ Remuneration
The emoluments receivable by directors of the Company during the financial year were as follows:
Group and Company
2009 2008
RM’000 RM’000
Non-executive Directors:
– fees 337 429
Executive Director:
– salaries and bonus 0 1,450
– estimated value of benefits-in-kind @ 0 120
– defined contribution retirement plan @ 0 73
337 2,072
@
The amounts include amount payable to Jardine Matheson & Co., Ltd of RM Nil (2008: RM135,000).
6 Tax Expense
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Continuing Operations
Current tax 5,291 4,533 8,514 4,184
Deferred tax 1,571 (3,845) 1,475 (3,818)
6,862 688 9,989 366
Discontinued Operations
Current tax 1,495 106 1,495 0
39
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
Continuing Operations
Current tax:
– current year 5,538 4,699 8,765 4,284
– benefit from previously unrecognised
temporary differences and tax losses 0 (2) 0 0
– over accrual in prior years (net) (247) (164) (251) (100)
Deferred tax:
– origination and reversal of temporary differences 1,571 (3,845) 1,475 (3,818)
6,862 688 9,989 366
Discontinued Operations
Current tax:
– current year 1,495 106 1,495 0
The effective tax rates of the Group and of the Company differ from the prevailing statutory income tax rate of 25% (2008:
26%) due to the following:
Group Company
2009 2008 2009 2008
% % % %
40
Cycle & Carriage Bintang Berhad Annual Report 2009
7 Discontinued Operations and Non-current Assets Held for Sale (continued)
(I) Discontinued Operations (continued)
(a) Discontinued Mercedes-Benz Wholesale Business Operation
As disclosed in prior financial years, the Company ceased to have the rights to the Mercedes-Benz wholesale
business with effect from 1 January 2003. The discontinuance of the wholesale business affects the automobile
industry business segment.
The results attributable to the discontinued Mercedes-Benz wholesale business operation during the financial
year were as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Revenue 0 0 0 0
Other income/(expenses) excluding tax 5,981 (1,100) 5,981 (1,100)
Profit/(loss) before tax 5,981 (1,100) 5,981 (1,100)
Tax expense (1,495) 0 (1,495) 0
Profit/(loss) after tax 4,486 (1,100) 4,486 (1,100)
The other income of RM5,981,000 for the financial year ended 31 December 2009 is in respect of the duty
drawback received during the financial year.
The cash flows attributable to the discontinued Mercedes-Benz wholesale business operation during the
financial year were as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The results attributable to the discontinued assembly operation during the financial year were as follows:
Group
2009 2008
RM’000 RM’000
Revenue 0 0
Expenses excluding tax 0 (6)
Loss before tax 0 (6)
Tax expense 0 0
Loss after tax 0 (6)
The cash flows attributable to the discontinued assembly operation during the financial year were as follows:
Group
2009 2008
RM’000 RM’000
41
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
The results attributable to the discontinued Peugeot business operation during the financial year were as
follows:
Group
2009 2008
RM’000 RM’000
Revenue 0 4,400
Expenses excluding tax 0 (3,620)
Profit before tax 0 780
Tax expense 0 0
Profit after tax 0 780
The cash flows attributable to the discontinued Peugeot business operation during the financial year were as
follows:
Group
2009 2008
RM’000 RM’000
The net gain on disposal of equipment attributable to the discontinued Peugeot business operation during the
financial year was as follow:
Group
2009 2008
RM’000 RM’000
The sale was completed on 1 April 2008 and the Group subsequently ceased to be in the business of distribution
and retail of Mazda vehicles in Malaysia.
42
Cycle & Carriage Bintang Berhad Annual Report 2009
7 Discontinued Operations and Non-current Assets Held for Sale (continued)
(I) Discontinued Operations (continued)
(d) Discontinued Mazda Business Operation (continued)
The results attributable to the discontinued Mazda business operation during the financial year were as
follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The cash flows attributable to the discontinued Mazda business operation during the financial year were as
follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The net loss on disposal of equipment attributable to the discontinued Mazda business operation during the
financial year was as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The sale was completed on 22 July 2008 and the Group subsequently ceased its Parts & Truck businesses.
43
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
Revenue 0 16,522
Expenses excluding finance cost and tax 0 (16,853)
Loss before finance cost and tax 0 (331)
Finance cost 0 (50)
Loss before tax 0 (381)
Tax expense 0 (100)
Loss after tax 0 (481)
The cash flows attributable to the discontinued parts & truck business operations during the financial year
were as follows:
Group
2009 2008
RM’000 RM’000
The net gain on disposal of equipment attributable to the discontinued parts & truck business operations
during the financial year was as follows:
Group
2009 2008
RM’000 RM’000
44
Cycle & Carriage Bintang Berhad Annual Report 2009
8 Profit for the Year
(a) Expenses by nature:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
* Total expenses consist of cost of sales, selling and distribution costs, administrative expenses and other operating expenses arising from
continuing and discontinued operations.
@
The following information relates to remuneration of auditors of the Group and of the Company during the financial
year:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
PricewaterhouseCoopers Malaysia
Statutory audit 211 209 172 167
Fees for other services:
– non-statutory audit related services 24 58 24 58
– tax advisory and compliance work 44 61 25 28
– other services 0 3 0 3
Total remuneration 279 331 221 256
45
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
9 Dividends
Dividends declared or proposed in respect of the financial years ended 31 December 2009 and 2008 are as follows:
Group and Company
2009 2008
Amount of Amount of
Gross dividend Gross dividend
per share net of tax per share net of tax
Sen RM’000 Sen RM’000
At the forthcoming Annual General Meeting on 27 April 2010, a final gross dividend in respect of the financial year ended
31 December 2009 of 5 sen per share (2008: 5 sen per share), less income tax, amounting to RM3,778,000 (2008:
RM3,778,000) will be proposed for shareholders’ approval. These financial statements do not reflect this final dividend
which will be accounted for as an appropriation of retained profits and accrued as a liability in the financial year ending
31 December 2010 when approved by shareholders of the Company.
Group
2009 2008
Profit for the year attributable to equity holders of the Company (RM’000) 28,129 46,785
Weighted average number of ordinary shares in issue (’000) 100,745 100,745
Profit attributable to equity holders of the Company from continuing operations (RM’000) 23,643 46,629
Basic earnings per share from continuing operations (sen) 23.5 46.3
No diluted EPS is computed for the Group as there is no dilutive potential ordinary shares in issue.
46
Cycle & Carriage Bintang Berhad Annual Report 2009
11 Property, Plant and Equipment
Motor
Plant vehicles,
and equipment
Freehold land Buildings machinery and fixtures Total
Group RM’000 RM’000 RM’000 RM’000 RM’000
2009
Net book value at 1 January 30,150 31,137 1,295 10,642 73,224
Additions 0 268 466 467 1,201
Disposals 0 0 0 (56) (56)
Depreciation charge (Note 8) 0 (1,356) (462) (3,213) (5,031)
Impairment loss (Note 8) 0 (87) (2) (385) (474)
Net book value at 31 December 30,150 29,962 1,297 7,455 68,864
2008
Net book value at 1 January 35,273 35,825 2,249 15,158 88,505
Revaluation surplus 1,777 225 0 0 2,002
Revaluation deficit (Note 8) 0 (2,154) 0 0 (2,154)
Additions 0 1,509 464 3,416 5,389
Disposals 0 (1,221) (341) (2,167) (3,729)
Depreciation charge (Note 8) 0 (1,430) (540) (3,876) (5,846)
Assets of companies disposed of (Note 26) 0 (842) (519) (1,889) (3,250)
Impairment loss (Note 8) 0 0 (18) 0 (18)
Transfer to non-current assets held for sale (Note 7(II)) (6,900) (775) 0 0 (7,675)
Net book value at 31 December 30,150 31,137 1,295 10,642 73,224
47
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
2009
Net book value at 1 January 30,150 31,137 1,065 10,355 72,707
Additions 0 35 47 376 458
Disposals 0 0 0 (107) (107)
Depreciation charge (Note 8) 0 (1,347) (431) (3,068) (4,846)
Impairment loss (Note 8) 0 (87) (2) (385) (474)
Net book value at 31 December 30,150 29,738 679 7,171 67,738
2008
Net book value at 1 January 35,273 35,825 1,520 13,487 86,105
Revaluation surplus 1,777 225 0 0 2,002
Revaluation deficit (Note 8) 0 (2,154) 0 0 (2,154)
Additions 0 401 173 1,741 2,315
Disposals 0 (955) (147) (1,280) (2,382)
Depreciation charge (Note 8) 0 (1,430) (463) (3,593) (5,486)
Impairment loss (Note 8) 0 0 (18) 0 (18)
Transfer to non-current assets
held for sale (Note 7(II)) (6,900) (775) 0 0 (7,675)
Net book value at 31 December 30,150 31,137 1,065 10,355 72,707
The Group’s freehold land, freehold buildings and the building component of owner-occupied leasehold properties were
last revalued at 31 December 2008 by independent professionally qualified valuers. Valuations were made on the basis of
open market value and in the case of leasehold buildings on the basis of depreciated replacement cost.
If these assets were stated on the historical cost basis, the amounts would be as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
48
Cycle & Carriage Bintang Berhad Annual Report 2009
12 Leasehold Land Use Rights
Group Company
RM’000 RM’000
2009
At 1 January 11,618 13,473
Amortisation charge for the year (Note 8) (227) (227)
At 31 December 11,391 13,246
2008
At 1 January 11,845 13,700
Amortisation charge for the year (Note 8) (227) (227)
At 31 December 11,618 13,473
The analysis of land use rights into long leasehold (with unexpired term of more than 50 years) and short leasehold (with
unexpired term of less than 50 years) at the balance sheet date is as follows:
Group
2009 2008
Company
2009 2008
49
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
The Group’s share of the assets and liabilities and results of the associated company are summarised below:
2009 2008
RM’000 RM’000
The details of the associated company are set out in Note 27.
There are put and call options in respect of the Company’s stake which are not exercisable prior to 31 December 2012.
Under the terms of the agreement with DAG, the Company is entitled to receive an annual net dividend income of RM11.2
million in respect of the investment in MBM until December 2012.
During the financial year ended 31 December 2009, the Group recognised a dividend income of RM11.2 million (2008:
RM11.2 million). In the previous financial year ended 31 December 2008, the Company also received an other income from
investment of RM18,714,000.
The fair value of the investment in MBM at 31 December 2009 is RM76,223,000 (2008: RM79,030,000). In determining
the fair value, the directors have discounted the future contractual cash flows from January 2010 to December 2012 at the
Group’s rate of return for similar investment, and on the assumption that the Put and Call Options will be exercised on
1 January 2013.
50
Cycle & Carriage Bintang Berhad Annual Report 2009
16 Deferred Taxation
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against
current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after
appropriate offsetting, are shown in the balance sheet:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Charged to equity:
– property, plant and equipment 0 (40) 0 (40)
At 31 December 1,037 2,608 986 2,461
The amount of deductible temporary differences and unused tax losses (both of which have no expiry date) for which no
deferred tax asset is recognised in the balance sheet are as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
51
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
17 Inventories
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The Group and the Company reversed RM764,000 and RM702,000 (2008: RM1,721,000 and RM598,000) (Note 8)
respectively in respect of part of inventory write-down made in prior years that were subsequently not required as the Group
and the Company were able to sell these inventories at values above their carrying amounts.
Credit terms of trade receivables range from 30 to 90 days. All trade receivables and other receivables are denominated in
Ringgit Malaysia.
Concentrations of credit risk with respect to trade receivables are limited as the more significant debts are partially backed
up by bank guarantees and their payment track records. The Group’s historical 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.
The Group’s exposure to fluctuation in foreign currency is limited due to the forward contract entered into by the Group as
disclosed in Note 30.
The amounts due from/(to) subsidiary companies are denominated in Ringgit Malaysia, unsecured, interest free and have
no fixed repayment terms.
52
Cycle & Carriage Bintang Berhad Annual Report 2009
20 Cash and Cash Equivalents
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Bank and cash balances are denominated in Ringgit Malaysia. The bank balances are placed in current accounts with major
licensed banks in Malaysia.
The weighted average annual interest rates that were effective as at the balance sheet date were as follows:
Group and Company
2009 2008
% %
per annum per annum
Deposits with licensed banks of the Group and of the Company have an average maturity period of 1 day (2008: 2 days).
53
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
Others
Other provisions comprise provisions in respect of various legal claims arising from the ordinary course of business. The
directors consider the disclosure of further details on those claims unnecessary due to the immaterial amount attributable
to each claim.
Credit terms of trade payables granted to the Group and the Company vary from 30 to 90 days. All trade payables and
accruals are denominated in Ringgit Malaysia.
54
Cycle & Carriage Bintang Berhad Annual Report 2009
23 Borrowings (Unsecured)
Group and Company
2009 2008
RM’000 RM’000
Current
Bankers acceptance 30,000 0
2009
Unsecured
Bankers acceptance 2.41% RM 30,000 30,000
24 Share Capital
Group and Company
2009 2008
’000 RM’000 ’000 RM’000
Authorised:
At 1 January/31 December 200,000 200,000 200,000 200,000
25 Retained Profits
Under the single-tier tax system which came into effect from the year of assessment 2008, companies are not required to
have tax credits under Section 108 of the Income Tax Act 1967 for dividend payment purposes. Dividends paid under this
system are tax exempt in the hands of shareholders.
Companies with Section 108 credits as at 31 December 2007 may continue to pay franked dividends until the Section
108 credits are exhausted or 31 December 2013 whichever is earlier unless they opt to disregard the Section 108 credits
to pay single-tier dividends under the special transitional provisions of the Finance Act 2007. As at 31 December 2009,
the Company has sufficient tax credits in the Section 108 to pay franked dividends amounting to RM19,079,000 (2008:
RM91,312,000) out of its retained profits. If the balance of the retained profits were to be distributed as dividends, the
Company may distribute such dividends under the single-tier system.
55
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
Adjustments for:
Property, plant and equipment:
– depreciation (Note 11) 5,031 5,846 4,846 5,486
– gain on disposal (Note 8) (64) (11,645) (63) (11,833)
– impairment (Note 11) 474 18 474 18
Amortisation of leasehold land use rights (Note 12) 227 227 227 227
Revaluation deficit of properties (Note 8) 0 2,154 0 2,154
Interest income (Note 8) (1,095) (1,301) (1,095) (1,301)
Finance cost 509 769 509 719
Provisions (179) 720 (121) (272)
Gain on disposal of subsidiaries 0 (500) 0 (299)
Dividends (gross) from subsidiary companies (Note 8) 0 0 (14,027) 0
Provision of retrenchment/voluntary separation benefits (14) 5,485 (14) 4,985
Dividend income (Note 8) (11,229) (11,229) (11,229) (11,229)
Income from investment (Note 8) 0 (18,714) 0 (18,714)
Share of results of an associated company 9 (127) 0 0
Tax expense 8,357 794 11,484 366
2,026 (27,503) (9,009) (29,693)
30,155 19,282 28,990 11,291
Changes in working capital:
Inventories 7,969 27,275 8,779 22,797
Receivables 16,614 7,364 15,324 9,290
Payables (22,646) 72,753 (20,629) 64,780
Subsidiary companies’ balances 0 0 (11,797) 50,103
1,937 107,392 (8,323) 146,970
Net cash flow from operations 32,092 126,674 20,667 158,261
Disposal of subsidiaries
Subsidiaries disposed by the Group during the previous financial year ended 31 December 2008 were as follows:
Group’s effective
interest disposed
Name of subsidiaries %
56
Cycle & Carriage Bintang Berhad Annual Report 2009
26 Cash Flow From Operations (continued)
Details of the assets, liabilities and net cash inflow arising from the disposal of subsidiaries were as follows:
Group
RM’000
Subsidiary companies
Ipoh Motors Sdn Berhad 1,710 100 100 Retailing of motor vehicles, sales of spare parts,
servicing of vehicles and business of an
insurance agent.
Srisari Sdn. Bhd. 0* 100 100 Assembly of engines. The company ceased
assembly in year 2005 and remained dormant
(see note 7(l)(b)).
Selecsama Sdn. Bhd. (formerly 5,000 100 100 The Company commenced operation of sales of
known as Cycle & Carriage spare parts and servicing of vehicles during the
Automobiles Sendirian Berhad) financial year.
Cycle & Carriage (Malaysia) 31,000 100 100 Retailing of motor vehicles, sales of spare parts,
Sdn Berhad provision of after-sales services and hire
purchase financing. The company ceased its
operation in year 2008 and remained dormant.
Associated company
CCL Group Properties Sdn Berhad # 59,664 40 40 Property investment.
Leasehold land use rights and freehold land and building 0 7,742
Investment property 0 4,718
0 12,460
57
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
The related party transactions described below were carried out on terms and conditions obtainable in transactions with
unrelated parties.
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
Salaries and other short term employee benefits (1,685) (3,680) (1,685) (3,680)
58
Cycle & Carriage Bintang Berhad Annual Report 2009
29 Significant Related Party Disclosures (continued)
Relationships with the above related parties are as follows:
Related party Relationship
Syed Zaid bin Syed Jaffar Albar Former director of the Company.
Jardine Cycle & Carriage Limited The holding company of the Company.
PT Astra Otoparts Tbk, Subsidiaries of Jardine Cycle & Carriage Limited, the holding company of the
Cycle & Carriage Industries Pte Limited, Company.
Diplomat Parts Pte Ltd
Jardine Matheson & Co., Ltd, Companies related to Jardine Matheson Holdings Limited, the ultimate
Jardine OneSolution (2001) Sdn Bhd, holding company of the Company.
Jardine Lloyd Thompson Sdn Bhd, and
Jardine Matheson (Malaysia) Sdn. Bhd.
Peremba (Malaysia) Sdn Bhd A company in which Datuk Hassan Abas, a former director of the Company
is also a director.
Mikani Group of Companies Companies in which Steven Gareth Foster, a former director of the Company
is also a director.
Outstanding balances with the above related parties arose from normal trade transactions during the financial year.
30 Financial Instruments
In applying the Group’s risk management strategy, the Group manages its exposure to foreign currency rate movements
through the use of foreign currency forward contracts with creditworthy financial institutions. In general, the Group’s policy
is to enter into foreign currency forward contracts for foreign currency assets related to sale of stocks based on confirmed
orders.
The local currency amount to be received and contractual exchange rates of the outstanding contract is as follows:
Group and Company
2009 2008
RM’000 RM’000
The carrying amounts of other financial assets and liabilities of the Group and of the Company at the balance sheet date
approximated their fair values.
(b) At 31 December 2009, the Group and the Company had contingent liabilities in respect of recognition of “years of
service” in the Company in the event of a “retrenchment or closure exercise” by Mercedes-Benz Malaysia Sdn Bhd
(“MBM”) in respect of those former employees who opted to join MBM in December 2002 amounting to RM2,800,000
(2008: RM2,800,000).
59
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
If these employees are retrenched due to the closure and cessation of business by HSA within 10 years after the
completion of the business and asset transfer from the Company’s Kuching Branch to HSA, the Company is liable for
the cost of retrenchment in respect of period of employment under the Company.
(d) In 1997, the Company supplied units of bus chassis to Transit Link Sdn Bhd (“Transit Link”) and was paid by Transit
Link’s appointed bus body builder, Hup Lee Coachbuilders Holdings Sdn Bhd (“Hup Lee”).
On 10 February 2004, Hup Lee served a Writ of Summons on the Company after an earlier Originating Summons
on the same matter was dismissed. In the Writ, Hup Lee is seeking the return of the monies it paid to the Company
alleging wrongful payment of RM8 million plus accrued interest. The matter went on trial and the court has decided
in favour of the Company. Hup Lee has filed an appeal to the Court of Appeal. Based on legal advice, the directors
believe that the Company has a reasonable chance of succeeding and accordingly, no provision has been made in
the financial statements for this claim.
32 Segment Reporting
The activities of the Group are conducted within Malaysia as shown in the following business segments:
• Automobile industry – assembly, distribution and retailing of motor vehicles, distribution and sales of spare parts
and servicing of vehicles.
• Investment – investment in Mercedes-Benz Malaysia Sdn Bhd.
• Others – property investment through an associated company, CCL Group Properties Sdn Berhad
(under members voluntary liquidation).
Continuing Operations
Automobile
industry Investment Others Total
RM’000 RM’000 RM’000 RM’000
2009
Revenue 466,320 0 0 466,320
Results:
Segment results 19,794 11,229 0 31,023
Finance cost (509) 0 0 (509)
Share of results of an associated company 0 0 (9) (9)
30,505
Tax expense (Note 6) (6,862)
Net profit 23,643
Net assets:
Segment assets 194,884 77,232 0 272,116
Investment in an associated company 0 0 195 195
Unallocated assets 1,269
273,580
Other information:
Capital expenditure 1,201 0 0 1,201
Depreciation and amortisation 5,258 0 0 5,258
60
Cycle & Carriage Bintang Berhad Annual Report 2009
32 Segment Reporting (continued)
Discontinued Operations
Automobile
industry Investment Others Total
RM’000 RM’000 RM’000 RM’000
2009
Revenue 0 0 0 0
Results:
Segment results 5,981 0 0 5,981
Tax expense (Note 6) (1,495) 0 0 (1,495)
Net profit (Note 7(I)) 4,486
Net assets:
Segment assets 0
Segment liabilities 0
Other information:
Capital expenditure 0 0 0 0
Depreciation and amortisation 0 0 0 0
Continuing Operations
2008
Revenue 513,090 0 0 513,090
Results:
Segment results 17,966 29,943 0 47,909
Finance cost (719) 0 0 (719)
Share of results of an associated company 0 0 127 127
47,317
Tax expense (Note 6) (688)
Net profit 46,629
Net assets:
Segment assets 254,430 77,232 0 331,662
Investment in an associated company 0 0 204 204
Unallocated assets 3,877
335,743
Other information:
Capital expenditure 2,333 0 0 2,333
Depreciation and amortisation 5,881 0 0 5,881
61
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTES TO THE FINANCIAL STATEMENTS
2008
Revenue 43,717 0 0 43,717
Results:
Segment results 312 0 0 312
Finance cost (50) 0 0 (50)
Tax expense (Note 6) (106) 0 0 (106)
Net profit (Note 7(I)) 156
Net assets:
Segment assets 823 0 0 823
Other information:
Capital expenditure 3,056 0 0 3,056
Depreciation and amortisation 192 0 0 192
33 Commitments
(a) Capital commitments
Capital expenditure not provided for in the financial statements are as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
Group Company
2009 2008 2009 2008
RM’000 RM’000 RM’000 RM’000
62
Cycle & Carriage Bintang Berhad Annual Report 2009
FIVE-YEAR SUMMARY
Net asset value per share (RM) 3.83 2.85 2.85 2.27 1.57
Net cash flows per share from operating activities (RM) (0.5) 0.6 0.7 1.2 0.3
Key Ratios
Gearing 29% 40% 15% 0% 1%
Interest cover (times) 13 23 4 63 73
Dividend cover (times) 2.2 0.3 1.0 0.4 0.3
Dividend payout 46% 338% 99% 231% 349%
Return on shareholders’ funds 6.3% 13.6% 2.6% 18.1% 14.6%
Notes:
1. Earnings per share is computed based on the net profit attributable to shareholders divided by the weighted average number of
shares in issue.
2. Gross dividend per share represents the dividend declared and dividend proposed per share for the financial year.
3. Net asset value per share is computed based on shareholders’ funds divided by the number of shares in issue at the end of the
financial year.
4. Net cash flows per share from operating activities is computed based on the net cash flows from operating activities divided by the
weighted average number of shares in issue.
5. Gearing is computed based on net borrowings divided by shareholders’ funds.
6. Interest cover is computed based on profit before interest expense and tax expense divided by interest expense.
7. Dividend cover is based on the net profit attributable to shareholders divided by net dividend declared and dividend proposed for
the financial year.
8. Dividend payout is based on net dividend declared and dividend proposed for the financial year divided by net profit attributable
to shareholders.
9. Return on shareholders’ funds is computed based on net profit attributable to shareholders divided by average shareholders’
funds.
10. Included in 2006, 2008 and 2009 gross dividends were special gross interim dividends of 203 sen, 135 sen and 120 sen per share
respectively.
63
Cycle & Carriage Bintang Berhad Annual Report 2009
FINANCIAL CHARTS
64
Cycle & Carriage Bintang Berhad Annual Report 2009
GROUP PROPERTIES
As at 31 December 2009
1 Lot 5, Jalan Perusahaan Satu, Service centre, 13 178,118 Leasehold 5,472 7.2.1983
Kawasan Perusahaan parts retail (expire in the
Batu Caves, Batu Caves, and office. year 2074)
Selangor.
4 No. 37A, Lot 82, Holiday bungalow. 33 50,570 Leasehold 219 31.8.1977
Jalan Kamunting, (expire in the
Tanah Rata, year 2037)
Cameron Highlands,
Pahang.
With effect from 1 January 2006, freehold land which was previously stated at cost is now stated at valuation and buildings which were
previously stated at cost less depreciation and impairment losses where applicable are now stated at valuation less depreciation and
impairment losses where applicable. The Group’s properties were last revalued in December 2008.
(*) Leasehold land use rights are amortised over the useful life of the lease which includes the renewal period if the lease can be
renewed without significant cost. The date of acquisition of leasehold land is as indicated.
65
Cycle & Carriage Bintang Berhad Annual Report 2009
SHAREHOLDING STATISTICS
1 HDM Nominees (Asing) Sdn Bhd DBS Vickers Secs (S) Pte Ltd for Jardine Cycle & Carriage Limited 59,543,000 59.10
2 Employees Provident Fund Board 17,727,700 17.60
3 CIMSEC Nominees (Tempatan) Sdn Bhd Exempt an for CIMB Trustee Berhad 3,792,000 3.76
4 Kumpulan Wang Simpanan Pekerja 1,500,000 1.49
5 Key Development Sdn. Berhad 1,183,000 1.17
6 Gan Teng Siew Realty Sdn. Berhad 1,049,900 1.04
7 Chinchoo Investment Sdn. Berhad 909,000 0.90
8 Mikdavid Sdn Bhd 864,900 0.86
9 Gemas Bahru Estates Sdn. Bhd. 797,700 0.79
10 Bidor Tahan Estates Sdn. Bhd. 356,200 0.35
11 Citigroup Nominees (Asing) Sdn Bhd CBNY for Dimensional Emerging Markets Value Fund 241,300 0.24
12 Sin Ee Nam 203,300 0.20
13 Chan Kim Sendirian Berhad 194,900 0.19
14 Rengo Malay Estate Sendirian Berhad 179,700 0.18
15 HDM Nominees (Tempatan) Sdn Bhd UOB Kay Hian Pte Ltd for Johore (Masai) Plantation Sdn Bhd. 160,000 0.16
16 CIMSEC Nominees (Asing) Sdn Bhd Exempt an for CIMB-GK Securities Pte Ltd (Retail Clients) 151,000 0.15
17 HDM Nominees (Asing) Sdn Bhd Lim & Tan Securities Pte Ltd for Yap Giau Teck @ Yap Geow Teck 120,000 0.12
18 Mikdavid Sdn Bhd 115,000 0.11
19 Sin Mong Chon & Sons Sdn Bhd 112,400 0.11
20 Goh Geok Loo 101,000 0.10
21 Chinchoo Holdings (S) Private Limited 99,800 0.10
22 Yap Giau Teck @ Yap Geow Teck 92,700 0.09
23 Lim Bee Ling 85,000 0.08
24 Chia Choon Kwang @ Chai Choon Kwang 83,500 0.08
25 Choonhoi Sdn Bhd 80,600 0.08
26 Malayan Jobbers Sdn. Berhad 75,900 0.08
27 Liew Yew Chin 75,000 0.07
28 Tee Keng Sing 68,000 0.07
29 Ong Aik Khoon 62,800 0.06
30 Tan Hai Guan 55,000 0.05
90,080,300 89.38
66
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT the 42nd Annual General Meeting of the Company will be held at Concorde Ballroom 1, Lobby Level,
Concorde Hotel, Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 27 April 2010 at 9.30 a.m., for the following purposes:
1. To receive the Audited Financial Statements for the financial year ended 31 December 2009 together with the Reports of the
Directors and the Auditors thereon. (Resolution 1)
2. To approve the payment of a final dividend of 5 sen per share less 25% income tax for the financial year ended 31 December 2009
as recommended by the Directors. (Resolution 2)
3. To approve the payment of Directors’ fees of up to RM341,000 for the financial year ending 31 December 2010 (2009: RM338,000).
(Resolution 3)
4. To re-elect Benjamin William Keswick, who is retiring pursuant to Article 98 of the Articles of Association of the Company. (Resolution 4)
5. To re-elect Datuk Syed Tamim Ansari bin Syed Mohamed, who is retiring by casual vacancy pursuant to Article 103 of the Articles
of Association of the Company. (Resolution 5)
6. To re-appoint Tan Sri Dato’ Sulaiman bin Sujak, who is over the age of 70 years and retiring pursuant to Section 129 of the
Companies Act, 1965. (Resolution 6)
7. To re-appoint Messrs. PricewaterhouseCoopers as Auditors and to authorise the Directors to fix their remuneration. (Resolution 7)
8. To transact any other ordinary business of which due notice shall be given.
As Special Business:
To consider and, if thought fit, to pass the following as Ordinary Resolutions:
9. Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965 (“the Act”)
“THAT the Directors of the Company be and are hereby authorised, pursuant to Section 132D of the Act, to issue shares in the
Company at any time subject to Section 132D of the Act and upon such terms and conditions and for such purposes as the
Directors may, in their absolute discretion, deem fit provided that the aggregate number of shares to be issued pursuant to this
resolution does not exceed 10 percent 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 for the listing of and quotation for the additional shares so issued on the Bursa
Malaysia Securities Berhad and that such authority shall continue to be in force until the conclusion of the next Annual General
Meeting of the Company.” (Resolution 8)
10. Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature (“RRPT”)
(i) “THAT, subject to the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to renew
the shareholders’ mandate to allow Cycle & Carriage Bintang Berhad Group to enter into recurrent related party transactions
of a revenue or trading nature with related parties which are necessary for the day to day operations and not more favourable
to the related parties than those generally available to the public (“Proposed Shareholders’ Mandate”) and are not to the
detriment of the minority shareholders as set out in Section 2.3 of the Circular and that the authority conferred by this
resolution shall take effect immediately upon the passing of this resolution;
(ii) THAT such Proposed Shareholders’ Mandate be subject to annual renewal and such approval shall continue to be in force
until:
(a) the conclusion of the next Annual General Meeting of the Company following this Annual General Meeting, at which
time it will lapse, unless by a resolution passed at the meeting, the authority is renewed;
(b) the expiration of the period within which the next Annual General Meeting after the date is required to be held
pursuant to Section 143(1) of the Act (but must not extend to such extension as may be allowed pursuant to Section
143(2) of the Act); or
(iii) THAT the Directors of the Company be and are hereby authorised to complete and do all such acts and things (including
executing all such documents as may be required) as they may consider expedient or necessary to give effect to the renewal
and the extension of the scope of the Proposed Shareholders’ Mandate;
67
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTICE OF ANNUAL GENERAL MEETING
(v) THAT the aggregate value of the transactions conducted pursuant to the Proposed Shareholders’ Mandate during the
financial year be disclosed in the annual report in accordance with the Main Market Listing Requirements of Bursa Malaysia
Securities Berhad.” (Resolution 9)
To consider and, if thought fit, to pass the following resolution as Special Resolution:
11. Proposed Amendments to the Articles of Association of the Company
THAT the Articles of Association of the Company be amended as follows:
a. “THAT a new article, to be numbered 105(c), be inserted to read as follows:
105. (c) Meetings By Electronic Means
(i) In this article “electronic” means actuated by electric, magnetic, electron-magnetic, electro-chemical
or electro-mechanical energy and “by electronic means” means by any manner only capable of being
so actuated and shall include, but not limited to the telephone, video conferencing and telephone
conferencing.
(ii) A person in communication by electronic means with the Chairman and with all other parties to a meeting
of the Directors or of a committee of the Directors shall be regarded for all purposes as personally
attending such a meeting and shall be counted in a quorum and be entitled to vote but only for so long
he has the ability to communicate interactively and simultaneously with all other parties attending the
meeting including all persons attending by electronic means.
(iii) A meeting at which one or more of the Directors attends by electronic means is deemed to be held at
such place as the Directors shall at the said meeting resolve. In the absence of a resolution as aforesaid,
the meeting shall be deemed to be held at the place, if any, where a majority of the Directors attending
the meeting are physically present, or in default of such a majority, the place at which the Chairman of
the meeting is physically present.
(iv) Subject to the Companies Act, 1965, all business transacted in the manner provided above by electronic
means shall for the purpose of these articles be deemed to be validly effectively transacted at a meeting
of the board or a committee of the board notwithstanding that two or fewer than two Directors or Alternate
Directors are physically present at the same meeting.
b. THAT Article 136 of the Articles of Association be deleted in its entirety and substituted thereof with the following new
article:
136. Any dividend, interest, or other monies payable in cash in respect of shares may be paid by cheque or warrant sent
through the post and to the last registered address of the member or person entitled thereto or by direct transfer or
such other mode of electronic means (subject to the provision of the Act, the Central Depositories Act and the Rules,
the Listing Requirements and/or other regulatory authorities) to the bank account of the holder whose name appear
in the Register or Record of Depositors respectively. Every such cheque or warrant or payment by direct transfer shall
be made payable to the order of the person to whom it is sent or to such person as the holder or person or persons
entitled to the share in consequence of the death or bankruptcy of the holder may direct and the payment of the
cheque or warrant by such electronic means shall be a good discharge to the Company of the dividend to which it
relates, regardless that it may subsequently appear that the cheque or warrant has been stolen or that endorsement
thereon has been forged or of any discrepancy given by the member in the details of the bank account(s). Every such
cheque or warrant shall be sent at the risk of the person entitled to the money represented thereby.
(old article)
136. Any dividend or other moneys payable in cash on or in respect of a share may be paid by cheque or warrant sent through
the post to the registered address of the Member or person entitled thereto, or, if several persons are registered as
joint holders of the share or are entitled thereto in consequence of the death or bankruptcy of the holder to any one of
such persons or to such persons at such address as such persons may by writing direct. Every such cheque or warrant
shall be made payable to the order of the person to whom it is sent or to such person as the holder or joint holders
or person or persons entitled to the share in consequence of the death or bankruptcy of the holder may direct and
payment of the cheque if purporting to be endorsed or the receipt of any such person shall be a good discharge to
the Company. Every such cheque or warrant shall be sent at the risk of the person entitled to the money represented
thereby.
68
Cycle & Carriage Bintang Berhad Annual Report 2009
c. THAT Article 147 of the Articles of Association be amended by the inclusion of the sentence: “For avoidance of doubt, the
Company shall be entitled to send the copy of every balance sheet, profit and loss account (including every document
required by law to be annexed thereto and the auditors’ report to the members via CD-ROM or other electronic means.)” at
the end of the existing article.
147. A copy of every balance sheet and profit and loss account which is to be laid before a General Meeting of the Company
(including every document required by the Act to be annexed thereto) together with a copy of every report of the
Auditors relating thereto and of the Directors’ report shall not less than fourteen days before the date of the Meeting
be sent to every Member of, and every holder of debentures (if any) of, the Company and to every other person who is
entitled to receive notices from the Company under the provisions of the Act or these Articles; provided that this Article
shall not require a copy of these documents to be sent to any person of whose address the Company is not aware or
to more than one of the joint holders of a share in the Company or the several persons entitled in consequence of the
death or bankruptcy of the holder or otherwise but any Member to whom a copy of these documents has not been sent
shall be entitled to receive a copy free of charge on application at the Office. For avoidance of doubt, the Company
shall be entitled to send the copy of every balance sheet, profit and loss account (including every document required
by law to be annexed thereto and the auditors’ report to the members via CD-ROM or other electronic means.)”
(Resolution 10)
FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for the dividend entitlement only in respect of:
(a) shares transferred into the Depositor’s Securities Account before 4.00 p.m. on Monday, 31 May 2010 in respect of ordinary
transfers; and
(b) shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of the Bursa Malaysia
Securities Berhad.
69
Cycle & Carriage Bintang Berhad Annual Report 2009
NOTICE OF ANNUAL GENERAL MEETING
Notes:
1. A Member of the Company entitled to attend 7. For the purpose of determining a member who Explanatory Notes on Special Business:
and vote at the meeting is entitled to appoint a shall be entitled to attend the 42nd Annual General Ordinary Resolution 8 – Authority to Issue Shares
proxy or in the case of a corporation, to appoint Meeting, the Company shall be requesting Bursa pursuant to Section 132D of the Companies Act, 1965
a representative to attend and vote in his place. Malaysia Depository Sdn Bhd, in accordance
The Ordinary Resolution 8 proposed pursuant to
A proxy need not be a Member of the Company. with Article 58(2) of the Company’s Articles of
Section 132D of the Act, if passed, will empower the
Association and Section 34(1) of the Securities
Directors to allot and issue shares in the Company up
2. The Form of Proxy must be signed by the appointor Industry (Central Depositories) Act, 1991 to issue
to an amount not exceeding in total 10 percent of the
or his attorney duly authorised in writing or if the a General Meeting Record of Depositor as at 19
issued share capital of the Company for such purposes
appointor is a corporation either under common April 2010. Only a depositor whose name appears
as the Directors consider would be in the interest of
seal or under the hand of an attorney or an officer therein shall be entitled to attend the said meeting
the Company. This authority, unless revoked or varied
duly authorised. or appoint a proxy to attend and/or vote on his
by the Company at a general meeting, will expire at the
stead.
next Annual General Meeting. The Directors did not
3. In the event the Member duly executes the Form of
allot nor issue any shares under the same mandate
Proxy but does not name any proxy, such Member
granted last year. Nevertheless a renewal for the said
shall be deemed to have appointed the Chairman Explanatory Notes on Ordinary Business:
mandate is sought to avoid any delay and cost involved
of the meeting as his proxy. Ordinary Resolution 3 – Directors’ fees for the financial in convening such a general meeting. The Directors
year ending 31 December 2010 would utilise the proceeds raised from this mandate for
4. Any alterations in the Form of Proxy must be
Directors’ fees approved for the financial year 2009 working capital or such other applications they may in
initialled.
was RM338,000. The actual Directors’ fees for Non- their absolute discretion deem fit.
5. To be valid, the Form of Proxy duly completed Executive Directors paid during the financial year
2009 was RM337,000. The Directors’ fees proposed Ordinary Resolution 9 – Recurrent Related Party
must be deposited at the Registered Office of the
for the financial year 2010 are calculated based on the Transaction
Company at Level 18, The Gardens North Tower,
Mid Valley City, Lingkaran Syed Putra, 59200 Kuala number of scheduled Board and Committee meetings For further information on Ordinary Resolution 9, please
Lumpur, Malaysia, not less than 48 hours before for 2010 and assuming that all Non-Executive Directors refer to the Circular to Shareholders dated 5 April 2010
the time for holding the meeting or adjourned will hold office until the end of the financial year. This accompanying the Company’s Annual Report for the
meeting. resolution is to facilitate payment of Directors’ fees on year ended 31 December 2009.
current financial year basis. In the event the Directors’
6. Where a Member is an authorised nominee as fees proposed is insufficient (e.g. due to more meetings Special Resolution 10 – Proposed Amendments to the
defined under the Securities Industry (Central or enlarged Board size), approval will be sought at the Articles of Association of the Company
Depositories) Act, 1991, it may appoint at least one next Annual General Meeting for additional fees to
The proposed special resolution to amend Articles 105,
(1) proxy in respect of each Securities Account it meet the shortfall.
136 and 147 of the Company’s Articles of Association
holds with ordinary shares of the Company standing is to enhance the Board’s efficiency and facilitate the
to the credit of the said Securities Account. future payments of dividends through electronic means
and to allow the Company, should it be found expedient
to do so, to send to the members the Company’s Annual
Report in CD-ROM format.
There is no person seeking election as Director of the Company at this Annual General Meeting.
70
Cycle & Carriage Bintang Berhad Annual Report 2009
Form of Proxy
Cycle & Carriage Bintang Berhad (7378-D)
(Incorporated in Malaysia)
of
or whom failing (NRIC) (new) (old)
of
to vote for me/us on my/our behalf at the Annual General Meeting to be held at Concorde Ballroom 1, Lobby Level, Concorde Hotel,
Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 27 April 2010 at 9.30 a.m. and at any adjournment of such meeting.
(Should you desire to direct your proxy to vote on the Resolutions set out in the Notice of Meeting and summarised below, please
indicate with an “X” in the appropriate spaces. If no specific direction as to voting is given, the proxy will vote or abstain at his
discretion.)
Notes:
1. A Member of the Company entitled to attend and vote at the meeting is entitled to appoint a proxy or in the case of a corporation, to appoint a representative to
attend and vote in his place. A proxy need not be a Member of the Company.
2. The Form of Proxy must be signed by the appointor or his attorney duly authorised in writing or if the appointor is a corporation either under common seal or under
the hand of an attorney or an officer duly authorised.
3. In the event the Member duly executes the Form of Proxy but does not name any proxy, such Member shall be deemed to have appointed the Chairman of the meetings
as his proxy.
4. Any alterations in the Form of Proxy must be initialled.
5. To be valid, the Form of Proxy duly completed must be deposited at the Registered Office of the Company at Level 18, The Gardens North Tower, Mid Valley City,
Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time for holding the meeting or adjourned meeting.
6. Where a Member is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect
of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.
7. For the purpose of determining a member who shall be entitled to attend the 42nd Annual General Meeting, the Company shall be requesting Bursa Malaysia
Depository Sdn Bhd, in accordance with Article 58(2) of the Company’s Articles of Association and Section 34(1) of the Securities Industry (Central Depositories) Act,
1991 to issue a General Meeting Record of Depositors as at 19 April 2010. Only a depositor whose name appears therein shall be entitled to attend the said meeting
or appoint a proxy to attend and/or vote on his stead.
fold here
Stamp
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