Professional Documents
Culture Documents
Contents
04 07 08 09 10 12 14 17
Notice of Annual General Meeting Statement Accompanying Notice of Annual General Meeting Financial Highlights Group Structure Corporate Information Chairmans Statement Profile of Directors Corporate Social Responsibility
20 23 28 29 31 115 117
Audit Committee Report Corporate Governance Statement Other Information Statement of Internal Control Financial Statements Analysis of Shareholdings List of Properties
Proxy Form
2.
3.
To re-appoint Messrs BDO as the Auditors of the Company for the ensuing year and to authorise the Directors to fix their remuneration. Ordinary Resolution 5 As Special Business To consider and if thought fit, to pass the following resolutions:
5.
Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965 THAT pursuant to Section 132D of the Companies Act, 1965 and approvals from Bursa Malaysia for the listing of and quotation for the additional shares so issued and other relevant authorities, where approval is necessary, authority be and is hereby given to the Directors to allot and issue shares in the Company at any time upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit provided always that the aggregate number of shares to be issued shall not exceed 10% of the issued share capital of the Company at any point of time AND THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company. Ordinary Resolution 6
LIM HOOI MOOI (MAICSA 0799764) TAN ENK PURN (MAICSA 7045521) Joint Company Secretaries Kuala Lumpur 24 May 2011 NOTES 1. Appointment of Proxy A Member of the Company entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of him. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 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. A proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing, or if the appointer is a corporation, either under its common seal or in some other manner approved by its Directors. The instrument of proxy must be deposited at the Companys Registered Office at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur at least forty-eight hours before the time appointed for holding the meeting.
Financial Highlights
RM million
30
29.7 28.2 25.8
RM million
40
30.7 37.4
30 20
19.6 16.9 17.8 17.0 14.4 13.0 9.3 20.0
28.9
27.6
20 10 0
19.6 16.9
14.4
9.3
10
9.7
(3.5)
EBITDA*
Sen
12
10.5 10.1 11.0 9.8 8.6 6.1
RM million
150
139.3 11.9 147.8 145.6 142.7 141.5
Percentage
145.8
15 12
9
8.3
120
9 6
4.8
6
4.9 4.5
90
6.0
60
3 0
31-3-06 31-3-07 31-3-08 31-3-09 31-3-10 31-12-10 (9-months)
30
Shareholders fund
* EBITDA : Earnings before interest expense, tax expense, depreciation and amortisation charges.
Group Structure
100%
Formosa Prosonic Technics Sdn Bhd
100%
Formosa Prosonic Chemicals Sdn Bhd
75%
Formosa Prosonic Equipment Sdn Bhd
58.19%
Aerotronic Sdn Bhd
50%
Elkay Pacific Rim (Malaysia) Sdn Bhd
Corporate Information
AUDIT COMMITTEE 1) Soon Kwai Choy (Chairman, Independent Non-Executive Director) Dato Nik Abdul Aziz Bin Mohamed Kamil (Independent Non-Executive Director) Leong Ngai Seng (Independent Non-Executive Director)
2) BOARD OF DIRECTORS Chang Song Hai Chairman, Non-Independent Non-Executive Director Su Cheng Tao Managing Director Dato Nik Abdul Aziz Bin Mohamed Kamil Independent Non-Executive Director Chen Po Hsiung Executive Director Huang Huai Son Executive Director Leong Ngai Seng Independent Non-Executive Director Shih Chao Yuan Non-Independent Non-Executive Director Soon Kwai Choy Independent Non-Executive Director 2) 1) 3)
OPTION COMMITTEE Su Cheng Tao (Managing Director) Chen Po Hsiung (Executive Director)
2)
NOMINATION COMMITTEE 1) Chang Song Hai (Chairman, Non-Independent Non-Executive Director) Leong Ngai Seng (Independent Non-Executive Director) Soon Kwai Choy (Independent Non-Executive Director)
3)
Corporate Information
(Contd)
REMUNERATION COMMITTEE 1) Chang Song Hai (Chairman, Non-Independent Non-Executive Director) Leong Ngai Seng (Independent Non-Executive Director) Dato Nik Abdul Aziz Bin Mohamed Kamil (Independent Non-Executive Director)
REGISTERED OFFICE Level 18, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Tel : 03-2264 8888 Fax: 03-2282 2733 SHARE REGISTRAR Tricor Investor Services Sdn Bhd Level 17, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Tel : 03-2264 3883 Fax: 03-2282 1886 PRINCIPAL PLACE OF BUSINESS No. 2, Jalan 1 Bandar Sultan Suleiman Taiwanese Industrial Park 42000 Port Klang Selangor Darul Ehsan Tel : 03-3176 1145 Fax: 03-3176 2003
PRINCIPAL BANKERS RHB Bank Berhad Malayan Banking Berhad CIMB Bank Berhad Citibank Berhad STOCK EXCHANGE LISTING Main Market of Bursa Malaysia Securities Berhad WEBSITE www.acoustech.com.my
2)
3)
COMPANY SECRETARIES 1) Lim Hooi Mooi (MAICSA 0799764) Tan Enk Purn (MAICSA 7045521)
2)
AUDITORS BDO (AF : 0206) Chartered Accountants 12th Floor, Menara Uni.Asia 1008 Jalan Sultan Ismail 50250 Kuala Lumpur
Chairmans Statement
Dear shareholders, On behalf of the Board of Directors of Acoustech Berhad, I am pleased to present you the Annual Report and Audited Financial Statements of the Group and the Company for the financial period ended 31 December 2010.
Operationally, 2010 was a slow year as the Group was feeling the effects from the downturn in the chemical paints and electrical equipment divisions which faced relatively soft end market demand in certain economies. As a result of the slow order intake in 2010, these divisions recorded drop in sales and profit. Despite the year-on-year increase in the sales of audio division, its profitability was impacted by rising material and operating costs. During the financial period under review, there were indeed some challenging situations such as the fluctuating and surging commodity prices which fanned inflation concerns and the strengthening of the Japanese Yen against the US Dollar.
During the financial period, the Group changed its financial year end from 31 March to 31 December which resulted in a 9-month financial period ended 31 December 2010. The sales and operating profit contributions by division are as follow: 9-month ended 31.12.2010 RM mil % Sales: Audio Electrical equipment Chemical paints 12-month ended 31.3.2010 RM mil %
Chairmans Statement
(Contd)
Financial review Total sales dropped 11% to RM207.2 million for the 9-month period ended 31 December 2010 from RM232.4 million for the previous full financial year. Gross profit declined to RM21.4 million from RM29.6 million, or a decline of 28% mainly due to increases in material costs which had been aggravated by lower economies of scale. As a result, profit attributable to shareholders dropped to RM7.5 million for the 9-month period from RM11.6 million for the previous full financial year. This translated to lower earnings per share of 4.1 sen as compared to 6.0 sen for the previous financial year. Nevertheless the Group ended the financial period with a healthy balance sheet. The Group is debt free and has cash and cash equivalents (inclusive of short term funds) of RM56.1 million. Turnover for trade receivables and inventories stood at 70 days and 41 days respectively, compared to 60 days and 49 days at the end of the last financial year. Outlook As economies undergo a gradual but uneven recovery going into 2011, we
believe that the outlook is overall positive. Barring unforeseen circumstances, we expect our Group to remain profitable in the financial year ending 2011. Dividends The Directors had paid an interim single tier tax exempt dividend of 3.5 sen per ordinary share or RM6.0 million in respect of the current financial period on 7 April 2011. Appreciation On behalf of the Board, I would like to thank our shareholders, business partners and associates, management and staff for their staunch support and invaluable contribution over the years. I would also like to extend my gratitude to the Board of Directors for their guidance and inputs, which have contributed towards the Groups performance.
Profile of Directors
CHANG SONG HAI Taiwanese, aged 65, Non-Executive Chairman, was appointed to the Board of Acoustech on 22 September 2001. Mr Chang had been involved in the plastic moulding industry for more than 42 years. Since 1968, he has been the Executive Chairman of Song Hai Plastic Industrial Co. Ltd., Taiwan, a company involved in the plastic moulding business. Mr Chang is the Chairman of both the Nomination and Remuneration Committee of the Company. Mr Chang holds directly 400,000 ordinary shares or 0.23% interest in the Company. Mr Chang is a Non-Independent Director as he is a major shareholder of Formosa Prosonic Industries Berhad (FPIB), whose wholly owned subsidiary Formosa Prosonic Manufacturing Sdn Bhd holds 46,442,474 ordinary shares or 27.09% interest in the Company.
SU CHENG TAO Taiwanese, aged 65, Managing Director, was appointed to the Board of Acoustech on 18 September 2001. Mr Su holds a Diploma in Mechanical Engineering and he has more than 36 years of experience in the manufacturing industry. He started his career with Capetronics Group in Taiwan where he served for more than 10 years, gaining experience and expertise in manufacturing plastic components. Mr Su joined Formosa Prosonic Industries Berhad Group in 1988 where he served, as a General Manager in Formosa Prosonic Manufacturing Sdn Bhd until he left 2001 to join Acoustech. Mr Su holds directly 1,505,956 ordinary shares or 0.88% interest in the Company.
DATO NIK ABDUL AZIZ BIN MOHAMED KAMIL Malaysian, aged 68, Independent Non- Executive Director, was appointed to the Board of Acoustech on 3 September 2001. Dato Nik graduated from Universiti Malaya with a Bachelor of Arts Degree, Middlesex University, London with a Postgraduate Diploma in Personnel Management and Asian Institute of Management, Philippines with a Master in Management. He also attended the Senior Executive Program at the London Business School. Dato Nik has over 39 years of working experience in the human resource management/industry with attachments ranging from Petroliam Nasional Berhad (PETRONAS), Malaysian LNG Sdn Bhd, Bank Bumiputra Malaysia Berhad, Rothmants of Pall Mall (Malaysia) Sdn Bhd and the National Electricity Board. In 1997 he set up his own business, NA & Associates Sdn Bhd, a company involved in human resource training and skills management. Dato Nik is a Member of both the Audit and Remuneration Committee of the Company. Dato Nik does not hold any shares in the Company or its subsidiary companies.
Profile of Directors
(Contd)
CHEN PO HSIUNG Taiwanese, aged 67, Executive Director, was appointed to the Board of Acoustech on 3 September 2001. He obtained a Diploma in Mechanical Engineering from Air Asia Jet Engine Training Center, Taiwan in 1971. Upon his graduation in 1971, Mr Chen joined Air Asia (Aircraft Co.) as a Technician. In 1980, he joined Great Century Paints Co. Ltd as a General Manager until his resignation in 1991. He was appointed as the General Manager of Formosa Prosonic Chemicals Sdn Bhd (FPC) in 1991 where his experience in the aircraft industry as well as in the chemical industry has contributed to the success story of FPC. Mr Chen manages the daily operations of FPC. Mr Chen holds directly 7,209,876 ordinary shares or 4.21% interest in the Company and is deemed interested in 265,846 ordinary shares held by his spouse.
HUANG HUAI SON Taiwanese, aged 63, Executive Director, was appointed to the Board of Acoustech on 22 May 2002, Mr Huang holds a Diploma in Business Management and has accumulated 38 years of experience in the manufacturing industry. Mr Huang was involved with Foster Electric Co.Ltd, Taiwan, a manufacture of speaker units, for over 15 years until his resignation as its Vice President in 1987. Mr Huang is presently the advisor of New Advance Electronic Co. Ltd, Taiwan, a company specializing in the business of home theatre and multimedia speaker systems. Mr Huang holds directly 10,552,732 ordinary shares or 6.16% interest in the Company.
LEONG NGAI SENG Malaysian, aged 39, Independent Non- Executive Director, was appointed to the Board of Acoustech on 25 February 2002. He obtained his Law Degree and Commerce Degree LLB (Hons) B. Comm. from University of Melbourne and became a member of the Malaysian Bar in 1997. He was formerly an Assistant Vice- President in the Corporate Finance Department of a leading merchant bank in Malaysia. Mr Leong is currently a partner in his own law firm. Mr Leong is a Member of the Audit Committee, Nomination and Remuneration Committee of the Company. Mr Leong holds directly 300,000 ordinary shares or 0.17% interest in the Company.
Profile of Directors
(Contd)
SHIH CHAO YUAN Taiwanese, aged 55, Non-Independent Non-Executive Director, was appointed to the Board of Acoustech on 25 February 2003. He holds a Master Degree in Management Science from Taiwan National Chiao Tung University. Prior to coming to Malaysia he was the assistant to the President of Friendship Corporation in Taiwan and was actively involved in the management and affairs of Friendship Corporation gaining experience and in-depth knowledge of speaker systems operations. In 1986 Mr Shih came to Malaysia to set up Formosa Prosonic Industries Sdn Bhd which has since listed on the Bursa Malaysia Securities Berhad. Mr Shih is currently the Group Managing Director of the Formosa Prosonic Industries Berhad (FPIB) Group of Companies. Mr Shih holds directly 1,854,290 ordinary shares or 1.08% interest in the Company and is deemed interested in 1,440,000 ordinary shares held by his spouse. As a representative of FPIB, Mr Shih is deemed to have an interest in 46,442,474 ordinary shares or 27.09% stake in the Company to the extent the Formosa Prosonic Industries Berhad Group has an interest in Acoustech.
SOON KWAI CHOY Malaysian, aged 60, Independent Non- Executive Director was appointed to the Board of Acoustech on 3 September 2001. He has held several senior positions in various major Malaysian corporations and was admitted as a member of the Association of Chartered Certified Accountants (ACCA) (UK) in 1979 and a member of the Malaysian Institute of Accountants (MIA) since 1980. He was the Past President of the Confederation of Asian and Pacific Accountants and former Vice-President of MIA. He sat in the International Council of the ACCA headquarters in London, United Kingdom from 1996-2008. He was awarded an honorary CPA by the Chinese Government in 1996. Mr Soon is the Chairman of the Audit Committee of the Company and a member of the Nomination Committee. Mr Soon holds directly 400,000 ordinary shares or 0.23% interest in the Company and is deemed interested in 610,000 ordinary shares held by his spouse.
Family Relationship None of Directors have any family relationship with any other director and/or major shareholder of the Company. Conflict of Interest The Company and/or its subsidiaries have entered into recurrent related party transactions of a revenue or trading nature with the Formosa Industries Berhad Group of Companies (FPIB Group) in which the Directors of the Company, namely Mr Shih Chao Yuan and Mr Chang Song Hai have interests. By virtue of their interest, they are deemed to be interested in the recurrent related party transactions entered with the FPIB Group. Save for the above, none of the Directors have any conflict of interest with the Company. Conviction For Offences None of the Directors has been convicted for any offences within the past ten (10) years.
200
100
As the below graph depicts, the financial position of the Group remains strong and sound.
100
50
shareholders equity cash & cash equivlents (inclusive of short term funds) interest-bearing debts
We set and review targets and objectives in order to improve our environmental performance. We create and promote environmental awareness to all suppliers and employees through meeting, training and education. We make available relevant environmental information to all interested parties upon written request. Our approaches fully complement and support environmental conservation programmes undertaken by our major customers. We have been a green partner to Sony Green Partner Environment Quality Approval Programmes and in compliance with Green Procurement Standards by Panasonic. Safety and health responsibility The Group would continuously work at enhancing safety and health management systems. The Group is committed to zero accidents. Poor safety and health performance impacts financial performance, either in the form of additional expenses or lost revenue, while good safety performance contributes to better employee well-being and competitiveness. Our Safety Committee meets regularly to review safety issues. In-house risk assessment exercises are carried out prior to the commencement of any production activity to ensure that our workers will not be at risk. To enhance work safety and competency in equipment handling, our employees are given training on safety protocols. We are also mindful of the health of our employees and have put in place a set of precautionary measures in the event of pandemic: We take and record the temperature and travel history of all visitors before entry into our premises. For those who show symptoms of being unwell, quarantine procedures are undertaken to protect both themselves and others around them. Employees who return from affected countries are quarantined at home, if necessary, to ascertain their physical condition before returning to work.
TERMS OF REFERENCE Constitution The Audit Committee was constituted per resolution of the Board on 4 September 2001 and its terms of reference are consistent with the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (the Exchange). Authority The Audit Committee is authorised by the Board to investigate any activity within its terms of reference. It has unlimited access to all information relevant to its activities. It is authorised by the Board to obtain legal or other professional advice if it deems necessary.
COMPOSITION The Audit Committee shall comprise at least 3 directors all of which must be non-executive directors with a majority of them being independent directors; Alternate director shall not be appointed as members of the Audit Committee; At least one member of the Audit committee shall be a member of the Malaysian Institute of Accountants or a person who fulfills the specific requirements as prescribed or approved by the Exchange. In the event of any vacancy in the Audit Committee resulting in the non-compliance of the Exchanges Listing Requirements, the vacancy shall be filled within 3 months. The members of the Audit Committee shall elect a chairman from among their number who shall be an independent director. Members of the Committee shall serve for a period of two years and then retire from office but shall be eligible for re-appointment.
any related party transactions and the conflict of interest situation including any transaction, procedure or course of conduct that raises questions of management integrity; any letter of resignation from the external auditors; and whether there is any reason and supported by grounds, to believe that the external auditors is not suitable for re-appointment;
Recommend the nomination of a person or persons as external auditors; Report promptly to the Exchange on any matter the Audit Committee had reported to the Board of Directors, which was not satisfactorily resolved and/or resulted in a breach of the Exchanges Listing Requirements; Consider and report on matter requested by the Board of Directors; and To verify the basis of allocation of the options under the Employees Share Option Scheme (ESOS) in accordance with the By-Laws of ESOS.
MEETINGS The Audit Committee met four (4) times during the financial period ended 31 December 2010. Details of attendance are as follows: Name of Director Soon Kwai Choy Dato Nik Abdul Aziz Bin Mohamed Kamil Leong Ngai Seng Attendance 4/4 2/4 4/4
INTERNAL AUDIT FUNCTION An Internal Audit Function was set up to undertake continuous systematic reviews of the Groups internal control systems so as to provide the Board with reasonable assurance that such systems continue to operate satisfactorily and effectively. The Group has adopted a risk-based approach to the implementation and monitoring of controls and had carried out an exercise to identify and evaluate the risks associated with the Group.
1.
THE BOARD OF DIRECTORS 1.1 Board Responsibilities The Board retains effective control of the Company and the Group and is responsible for the overall corporate affairs, strategic direction, formulation of policies and the overall performance of the Company and the Group. The Executive Directors take on primary responsibility for managing the Groups business and resources. 1.2 Board Balance The Company is led by an experienced Board comprising eight (8) members of whom three (3) are Independent Non-Executive Directors, two (2) are Non-Independent Non-Executive Directors and three (3) are Executive Directors. No individual or group of individuals dominates the Boards decision making. Independent Directors constitute more than onethird of the Board and the interest of the significant shareholder is fairly represented on the Board. The present Directors bring a wide range of experience and skills relevant to the business of the Group. Brief descriptions on the background of each Director are set out on pages 14 to 16. There is clear division of responsibility between the Chairman and Managing Director to ensure the balance of power and authority. The Managing Director is under the control of the Board. The Independent Non-Executive Directors provide independent judgement and check and balance on the Board. 1.3 Board Meeting The Board meets at least four (4) times a year and has a formal schedule of matters reserved for it. Additional meetings are held as and when necessary. During the financial period ended 31 December 2010, three meetings were held in which the Board deliberated upon and considered various issues including the Groups financial results, annual budgets, performance of the Groups business, major investment, business plan and policies and strategic issues affecting the Groups business. Details of attendance of the Directors at Board meetings held during the financial period are as follows:Total Number Meetings Chang Song Hai Su Cheng Tao Dato Nik Abdul Aziz Bin Mohamed Kamil Chen Po Hsiung Huang Huai Son Leong Ngai Seng Shih Chao Yuan Soon Kwai Choy 3 3 3 3 3 3 3 3 Number of Meetings Attended 3 3 2 3 3 3 3 3
The decision on new appointment of directors rests with the Board after considering the recommendation of the Nomination Committee. The members of the Nomination Committee are as follows:Chang Song Hai - Chairman Non-Independent Non-Executive Director Leong Ngai Seng - Independent Non-Executive Director Soon Kwai Choy - Independent Non-Executive Director During the financial year under review, the Committee met once to conduct the annual review on the Directors core competencies, contribution and effectiveness. 1.7 Re-election of Directors In accordance with the Companys Articles of Association, one-third of the Directors are required to submit themselves for re-election by rotation at least once every three years at each Annual General Meeting (AGM). Retiring Directors can offer themselves for re-election. Directors who are appointed during the financial year are, in accordance with the Companys Articles of Association, required to retire at the AGM following their appointment but are eligible for re-election by the shareholders.
2.
DIRECTORS REMUNERATION The Board has set up the Remuneration Committee whose primary responsibility include reviewing and making recommendations on remuneration packages and policies applicable to the Chairman, Managing Director, Senior Executives and Directors themselves. The Remuneration Committee obtains independent advice on the appropriateness of remuneration packages. Individual Directors are required to abstain from discussion on their own remuneration. The determination of the remuneration of Non-Executive Directors is a matter for the Board as a whole. The members of the Remuneration Committee are as follows:Chang Song Hai Chairman, Non-Independent Non-Executive Director Dato Nik Abdul Aziz Bin Mohamed Kamil Independent Non-Executive Director Leong Ngai Seng Independent Non-Executive Director During the financial period under review, the Committee met once to review the principles and guidelines on directors remuneration adopted by the Board and the levels of remuneration applied.
The number of Directors whose total remuneration falls within the following bands is as follows:Executive Directors Below RM50,000 RM50,001 RM100,000 RM100,001 RM250,000 RM250,001 RM300,000 RM300,001 RM350,000 RM350,001 RM400,000 RM400,001 RM450,000 RM450,001 RM500,000 RM500,001 RM550,000 RM550,001 RM600,000 1 1 1 Non-Executive Directors 2 3 -
3.
SHAREHOLDERS The Board of Directors recognizes the importance of communication and timely dissemination of information to shareholders. Information is communicated through announcements to the Bursa Malaysia and the distribution of annual reports to shareholders. General Meetings serve as the principal forum for communicating with the shareholders of the Company. The Board encourages participation of shareholders at the General Meeting to ensure a high level of accountability and identification with the Groups strategy and goals. The Company follows a continuous disclosure policy, making announcements to the Bursa Malaysia when it becomes aware of information which might materially affect the price of its shares.
4.5 Relationship with the Auditors The external auditors, Messrs BDO have continued to report to members of the Company on their findings which are included as part of the Companys financial reports with respect to each years audit on the statutory financial statements. In doing so the Company has established a transparent arrangement with the auditors to meet their professional requirements. The auditors have, from time to time, highlighted to the Audit Committee and the Board matters requiring the Boards attention.
Other Information
Conflict of Interests None of the Directors has any family relationships with other Directors or major shareholders of the Company. Convictions for Offences None of the Directors has been convicted for offences within the past ten years other than traffic offences, if any. Utilisation of Proceeds There were no issuance of new shares, rights issue or issuance of bonds during the financial period. Imposition of Sanctions and/or Penalties There were no sanctions and/or penalties imposed on the Company or its subsidiaries, Directors or Management by relevant regulatory bodies during the financial period. Share Buybacks During the financial period the company bought back 10,000 of its shares. Option, Warrants or Convertible Securities There was no exercise of option, warrant or convertible securities during the financial period. American Depository Receipts (ADR) and Global Depository Receipts (GDR) The Company has not sponsored any ADR or GDR programme for the financial period. Non-Audit Fees There were RM33,558 non-audit fees paid to the external auditors for the financial period. Profit Estimate, Forecast or Projection The Company did not make any release on profit estimates, forecast or projections during the financial period. Profit Guarantee There was no profit guarantee given by the Company during the financial period. Material Contracts There were no material contracts entered into by the Company and/or its subsidiary companies which involved Directors and major shareholders interests either still subsisting at the end of the financial period ended 31 December 2010 or entered into since the end of the previous financial year. Recurrent Related Party Transactions of a Revenue or Trading Nature Details of transactions with related parties undertaken by the Group during the financial year under review are disclosed in note 29 to the financial statements. Contracts Relating to Loans There was no contract relating to loans by the Company. Revaluation of Landed Properties The Company and the Group have not adopted a policy for regular revaluation of its landed properties.
3.
4. 5.
6. 7.
8. 9.
10. The Audit Committee reviews the Recurrent Related Party Transactions undertaken by the Group twice a year. 11. The Group had established a set of corporate values, ethical behaviour, and guidance for quality products and services and these are set out in the Groups Employee Handbook and Safety Handbook.
Financial Statements
32 37 37 38 40 42 43 46 49
Directors Report Statement by Directors Statutory Declaration Independent Auditors Report Statements of Financial Positions Statements of Comprehensive Income Statements of Changes in Equity Statements of Cash Flows Notes to The Financial Statements
Directors Report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial period from 1 April 2010 to 31 December 2010.
PRINCIPAL ACTIVITIES The Company is an investment holding company. The principal activities of the subsidiaries are set out in Note 9 to the financial statements. There have been no significant changes in the nature of these activities during the financial period.
CHANGE OF FINANCIAL YEAR END During the financial period, the Company changed its financial year end from 31 March to 31 December.
RESULTS Group RM Profit for the financial period 7,500,559 Company RM 5,595,824
Attributable to: Owners of the parent Minority interests 7,023,420 477,139 7,500,559 5,595,824 5,595,824
DIVIDENDS Dividends paid and declared since the end of the previous financial year were as follows:
Company RM In respect of financial year ended 31 March 2010: Second interim single tier tax exempt dividend of 3.0 sen per ordinary share, paid on 22 July 2010 5,143,353
The Directors declared a first interim single tier tax exempt dividend of 3.5 sen per ordinary share, amounting to RM6,000,579 in respect of the financial period ended 31 December 2010 and paid to the shareholders on 7 April 2011, whose names appeared on the Record of Depositors of the Company at the close of business on 24 March 2011. The Directors do not recommend the payment of any final dividend in respect of the current financial period.
Directors Report
(Contd)
RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial period other than those disclosed in the financial statements.
ISSUE OF SHARES AND DEBENTURES The Company has not issued any new shares or debentures during the financial period.
TREASURY SHARES During the financial period, the Company repurchased 10,000 ordinary shares of RM0.50 each from the open market at an average price of RM0.78 per ordinary share. The total consideration paid for the shares repurchased including transaction costs was RM7,857. The shares repurchased were financed by internally generated funds and are held as treasury shares in accordance with the requirement of Section 67A of the Companies Act, 1965 in Malaysia. As at 31 December 2010, the Company had 6,376,300 treasury shares. Such treasury shares are being held at carrying amounts of RM5,528,318. Further details are disclosed in Note 18 to the financial statements.
OPTIONS GRANTED OVER UNISSUED SHARES No options were granted to any person to take up unissued ordinary shares of the Company during the financial period.
DIRECTORS The Directors who have held for office since the date of the last report are: Chang Song Hai Su Cheng Tao Dato Nik Abdul Aziz Bin Mohamed Kamil Chen Po Hsiung Huang Huai Son Leong Ngai Seng Shih Chao Yuan Soon Kwai Choy
Directors Report
(Contd)
DIRECTORS INTERESTS The Directors holding office at the end of the financial period and their beneficial interests in the ordinary shares of the Company and of its related corporations during the financial period ended 31 December 2010 as recorded in the Register of Directors Shareholdings kept by the Company under Section 134 of the Companies Act, 1965 were as follows: ---Number of ordinary shares of RM0.50 each--Balance Balance as at as at 1.4.2010 Bought Sold 31.12.2010 Shares in the Company Direct interests Chang Song Hai Su Cheng Tao Chen Po Hsiung Huang Huai Son Leong Ngai Seng Shih Chao Yuan Soon Kwai Choy Indirect interests Chen Po Hsiung * Shih Chao Yuan # Soon Kwai Choy * 95,723 44,135,914 610,000 170,123 3,746,560 265,846 47,882,474 610,000 400,000 1,505,956 7,209,876 10,552,732 300,000 1,854,290 400,000 400,000 1,505,956 7,209,876 10,552,732 300,000 1,854,290 400,000
* Deemed interests held through spouse. # Deemed interests pursuant to Section 6A of the Companies Act, 1965 in Malaysia and held through spouse. By virtue of their interests in the ordinary shares of the Company and pursuant to Section 6A to the Companies Act, 1965 in Malaysia, Su Cheng Tao, Chen Po Hsiung, Huang Huai Son and Shih Chao Yuan are deemed to be interested in the ordinary shares of all the subsidiaries to the extent that the Company has an interest. The other Director holding office at the end of the financial period did not have any interest in the ordinary shares of the Company or ordinary shares, options over ordinary shares and debentures of its related corporations during the financial period.
DIRECTORS BENEFITS Since the end of the previous financial year, none of the Directors have received or become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors as shown in the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest other than the transactions entered into in the ordinary course of business with companies in which the Directors of the Company have substantial financial interests as disclosed in Note 29 to the financial statements. There were no arrangements during and at the end of the financial period, to which the Company is a party, which had the object 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.
Directors Report
(Contd)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (I) AS AT THE END OF THE FINANCIAL PERIOD (a) Before the statements of comprehensive income and statements of financial positions of the Group and of the Company were made out, the Directors took reasonable steps: (i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that there are no known bad debts and that provision need not be made for doubtful debts; and to ensure that any current assets other than debts, which were unlikely to realise their book values in the ordinary course of business had been written down to their estimated realisable values.
(ii)
(b) In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial period have not been substantially affected by any item, transaction or event of a material and unusual nature. (II) FROM THE END OF THE FINANCIAL PERIOD TO THE DATE OF THIS REPORT (c) The Directors are not aware of any circumstances: (i) which would necessitate the writing off of bad debts or the provision for doubtful debts in the financial statements of the Group and of the Company; or which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; and
(ii)
(iii) which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate. (d) In the opinion of the Directors: (i) there has not arisen any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial period in which this report is made; and no contingent or other liability has become enforceable, or is likely to become enforceable, within the period of twelve (12) months after the end of the financial period which will or may affect the abilities of the Group and of the Company to meet their obligations as and when they fall due.
(ii)
Directors Report
(Contd)
OTHER STATUTORY INFORMATION REGARDING THE GROUP AND THE COMPANY (continued) (III) AS AT THE DATE OF THIS REPORT (e) There are no charges on the assets of the Group and of the Company which have arisen since the end of the financial period to secure the liabilities of any other person. (f) There are no contingent liabilities of the Group and of the Company which have arisen since the end of the financial period.
(g) The Directors are not aware of any circumstances not otherwise dealt with in the report or financial statements which would render any amount stated in the financial statements of the Group and of the Company misleading.
AUDITORS The auditors, BDO, have expressed their willingness to continue in office.
Statement by Directors
In the opinion of the Directors, the financial statements set out on pages 40 to 114 have been drawn up in accordance with applicable approved Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial positions of the Group and of the Company as at 31 December 2010 and of their financial performance and cash flows of the Group and of the Company for the financial period from 1 April 2010 to 31 December 2010.
Statutory Declaration
I, Gan Ah Chu, being the officer primarily responsible for the financial management of Acoustech Berhad, do solemnly and sincerely declare that the financial statements set out on pages 40 to 114 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed at Kuala Lumpur this 27 April 2011 ) ) )
GAN AH CHU
Before me: S.Ideraju No. W451 Pesuruhjaya Sumpah Malaysia Tingkat 18, Wisma Sime Darby Jalan Raja Laut 50350 Kuala Lumpur
Directors Responsibility for the Financial Statements The Directors of the Company are responsible for the preparation of financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the Directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.
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 about 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 entitys preparation of the financial statements that give a true and fair view 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 entitys 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 applicable approved Financial Reporting Standards and the provisions of the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial positions of the Group and of the Company as of 31 December 2010 and of their financial performance and cash flows for the financial period from 1 April 2010 to 31 December 2010.
Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following: (a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the Act. (b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys financial statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements of the Group and we have received satisfactory information and explanations required by us for those purposes. (c) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.
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.
Note ASSETS Non-current assets Property, plant and equipment Investments in subsidiaries Investment in a jointly controlled entity Other investments 8 9 10 11
Current assets Inventories Derivative assets Trade and other receivables Current tax assets Short term funds Cash and cash equivalents 12 13 14 15 16 22,435,420 198,968 54,266,504 3,839,230 13,088,636 43,055,287
Note EQUITY AND LIABILITIES Equity attributable to owners of the parent Share capital Treasury shares Reserves 17 18 19
145,785,793 141,477,556 113,064,654 112,620,040 Minority interests TOTAL EQUITY 7,512,740 7,025,048 -
LIABILITIES Non-current liabilities Deferred tax liabilities Current liabilities Trade and other payables Current tax liabilities 21 38,586,496 938,089 39,524,585 TOTAL LIABILITIES TOTAL EQUITY AND LIABILITIES 42,228,600 38,046,192 1,057,726 39,103,918 41,935,258 2,805,581 2,805,581 2,805,581 344,835 344,835 344,835 20 2,704,015 2,831,340 -
Note Revenue Cost of sales Gross profit Other income Selling and distribution costs Administrative expenses Other expenses Finance costs Share of profits of an associate Share of profits of a jointly controlled entity Profit before tax Tax expense Profit for the financial period/year Other comprehensive loss: Fair value adjustment on available-for-sale financial asset Total comprehensive income Profit attributable to: Owners of the parent Minority interests 23
(1,260,000) 6,240,559
11,645,028
5,595,824
15,818,893
5,595,824 5,595,824
15,818,893 15,818,893
Total comprehensive income attributable to: Owners of the parent Minority interests
5,595,824 5,595,824
15,818,893 15,818,893
Single tier tax exempt dividend per ordinary share (sen) - First interim dividend - Second interim dividend Earnings per ordinary share attributable to owners of the parent - Basic
27
4.10
6.05
Group Balance as at 1 April 2009 Total comprehensive income Transactions with owners Dividends paid Dividends paid to minority interests of subsidiaries Ordinary shares issued pursuant to ESOS Total transactions with owners Balance as at 31 March 2010
Note
Share capital RM
Share premium RM
Retained earnings RM
Minority interests RM
Total equity RM
88,592,100 -
7,266,493 -
52,366,815 10,357,559
26
(11,979,258)
(11,979,258)
(11,979,258)
(419,500)
(419,500)
17
318,600
75,708
394,308
394,308
318,600
75,708
(11,979,258)
(11,584,950)
(419,500) (12,004,450)
88,910,700
7,342,201
50,745,116
(5,520,461) 141,477,556
7,025,048 148,502,604
Group Balance as at 31 March 2010 Effects of the adoption of FRS 139 Restated balance as at 1 April 2010 Total comprehensive income Transactions with owners Dividends paid Repurchase of shares Total transactions with owners Balance as at 31 December 2010
Note
Share capital RM
Share premium RM
Retained earnings RM
Treasury shares RM
Minority interests RM
Total equity RM
88,910,700 34 -
7,342,201 -
3,664,370
50,745,116 31,657
(5,520,461) -
141,477,556 3,696,027
7,025,048 10,553
148,502,604 3,706,580
88,910,700 -
7,342,201 -
3,664,370 (1,260,000)
50,776,773 7,023,420
(5,520,461) -
145,173,583 5,763,420
7,035,601 477,139
152,209,184 6,240,559
26 18
(5,143,353) -
(7,857)
(5,143,353) (7,857)
(5,143,353) (7,857)
(5,143,353)
(7,857)
(5,151,210)
(5,151,210)
88,910,700
7,342,201
2,404,370
52,656,840
(5,528,318)
145,785,793
7,512,740
153,298,533
Company Balance as at 1 April 2009 Total comprehensive income Transactions with owners Dividends paid Ordinary shares issued pursuant to ESOS Total transactions with owners Balance as at 31 March 2010 Total comprehensive income Transaction with owners Dividends paid Repurchase of shares Total transactions with owners Balance as at 31 December 2010
Note
26 17
26 18
88,910,700
7,342,201
(7,857) (7,857)
(5,528,318) 113,064,654
Note CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for: Bad debt written off Depreciation of property, plant and equipment Dividend income Fair value adjustments on - derivative assets - short term funds Loss/(Gain) on disposal of property, plant and equipment Loss on disposal of an associate Impairment loss on trade receivables Interest expenses Income distribution from short term funds Interest income Inventories written off Inventories written down Net unrealised loss on foreign exchange Property, plant and equipment written off Reversal of inventories previously written down Share of profits of a jointly controlled entity Share of profits of an associate Operating profit before working capital changes Changes in working capital: Inventories Trade and other receivables Trade and other payables Cash (used in)/generated from operations Interest paid Tax paid, net of refund Net cash (used in)/from operating activities
9,581,094
14,966,174
7,469,102
21,126,182
3,436,996 (490,000) (142,688) (58,523) 2,275 31,562 (143,150) (428,812) 99,797 1,860 213,663 1,294 (45,970) (281,198) 11,778,200
40,415 4,864,420 (595,000) (14,212) 112,428 29,728 51,580 (486,931) 248,402 47,063 447,607 28,089 (368,225) (173,235) 19,198,303
21,126,182
(a) 14(f)
12 12 8 12 (a)
(6,016,036) 33,802,616
Note CASH FLOWS FROM INVESTING ACTIVITIES Dividend received from quoted investments Dividend received from a jointly controlled entity Income distribution received from short term funds Interest received (Advances to)/Repayments by a jointly controlled entity Repayments by/(Advances to) subsidiaries Purchase of property, plant and equipment Placements of short term funds Proceeds from disposal of property, plant and equipment Proceeds from disposal of an associate Net cash (used in)/from investing activities CASH FLOWS FROM FINANCING ACTIVITIES Proceeds from issuance of ordinary shares Purchase of treasury shares Dividends paid Dividends paid to minority interests of subsidiaries Net cash used in financing activities Net (decrease)/increase in cash and cash equivalents Effects of exchange rate fluctuations on cash and cash equivalents Cash and cash equivalents at beginning of financial period/year Cash and cash equivalents at end of financial period/year 16
490,000 320,000 143,150 428,812 (10,631) 8 (4,547,712) (13,030,113) 1,320 (a) (16,205,174)
(4,066,620) (4,066,620)
18 26
394,308 (7,857) (5,143,353) (11,979,258) (419,500) (5,151,210) (12,004,450) (27,372,420) 21,937,841 (5,814) 70,433,521 43,055,287 (669,562) 49,165,242 70,433,521
394,308 (7,857) (5,143,353) (11,979,258) (5,151,210) (11,584,950) 5,948,537 242,715 6,191,252 10,020 232,695 242,715
Results
1,470,511 577,451
The loss on disposal of the associate in previous financial year was as follows: 31.3.2010 RM Group Cost of investment less shares of post acquisition results Net proceeds from disposal Loss on disposal 5,812,428 5,700,000 112,428
2.
PRINCIPAL ACTIVITIES The Company is an investment holding company. The principal activities of the subsidiaries are set out in Note 9 to the financial statements. There have been no significant changes in the nature of these activities during the financial period.
3.
CHANGE OF FINANCIAL YEAR END During the financial period, the Group and the Company changed its financial year end from 31 March to 31 December.
4.
BASIS OF PREPARATION The financial statements of the Group and of the Company have been prepared in accordance with applicable approved Financial Reporting Standards (FRSs) and the provisions of the Companies Act, 1965 in Malaysia. However, Note 19(c) to the financial statements has been prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad.
5.
SIGNIFICANT ACCOUNTING POLICIES 5.1 Basis of accounting The financial statements of the Group and of the Company have been prepared under the historical cost convention except as otherwise stated in the financial statements. The preparation of financial statements requires the Directors to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue and expenses and disclosure of contingent assets and contingent liabilities. In addition, the Directors are also required to exercise their judgement in the process of applying the accounting policies. The areas involving such judgements, estimates and assumptions are disclosed in Note 7 to the financial statements. Although these estimates and assumptions are based on the Directors best knowledge of events and actions, actual results could differ from those estimates.
(b)
When a business combination includes more than one exchange transaction, any adjustment to the fair values of the subsidiarys identifiable assets, liabilities and contingent liabilities relating to previously held interests of the Group is accounted for as a revaluation. Subsidiaries are consolidated from the acquisition date, which is the date on which the Group effectively obtains control, until the date on which the Group ceases to control the subsidiaries. Control exists when the Group has the power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, the existence and effect of potential voting rights that are currently convertible or exercisable are taken into consideration. Intragroup balances, transactions and unrealised gains and losses on intragroup transactions are eliminated in full. Intragroup losses may indicate an impairment that requires recognition in the consolidated financial statements. If a subsidiary uses accounting policies other than those adopted in the consolidated financial statements for like transactions and events in similar circumstances, appropriate adjustments are made to its financial statements in preparing the consolidated financial statements. The gain or loss on disposal of a subsidiary, which is the difference between the net disposal proceeds and the Groups share of its net assets as of the date of disposal including the carrying amount of goodwill and the cumulative amount of any exchange differences that relate to the subsidiary, is recognised in the consolidated statement of comprehensive income. Minority interests is that portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by the Group. It is measured at the minoritys share of the fair value of the subsidiaries identifiable assets and liabilities at the acquisition date and the minoritys share of changes in the subsidiaries equity since that date. Where losses applicable to the minority in a subsidiary exceed the minoritys interest in the equity of that subsidiary, the excess and any further losses applicable to the minority are allocated against the Groups interest except to the extent that the minority has a binding obligation and is able to make additional investment to cover the losses. If the subsidiary subsequently reports profits, such profits are allocated to the Groups interest until the minoritys share of losses previously absorbed by the Group has been recovered.
At the end of each reporting period, the carrying amount of an item of property, plant and equipment is assessed for impairment when events or changes in circumstances indicate that its carrying amount may not be recoverable. A write down is made if the carrying amount exceeds the recoverable amount (see Note 5.6 to the financial statements on impairment of non-financial assets).
Deferred tax will be recognised as income or expense and included in the profit or loss for the period unless the tax relates to items that are credited or charged, in the same or a different period, directly to equity, in which case the deferred tax will be charged or credited directly to equity. Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted by the reporting period. 5.12 Provisions Provisions are recognised when there is a present obligation, legal or constructive, as a result of a past event, when it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. Where the effect of the time value of money is material, the amount of a provision will be discounted to its present value at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability.
(b)
(c)
(b)
Its assets are ten (10) per cent or more of the combined assets of all operating segments.
Operating segments that do not meet any of the quantitative thresholds may be considered reportable, and separately disclosed, if the management believes that information about the segment would be useful to users of the financial statements. Total external revenue reported by operating segments shall constitute at least seventy five (75) percent of the Groups revenue. Operating segments identified as reportable segments in the current financial period in accordance with the quantitative thresholds would result in a restatement of prior period segment data for comparative purposes.
6.
ADOPTION OF NEW FRSs AND AMENDMENTS TO FRSs 6.1 New FRS adopted during the current financial period (a) FRS 8 and the consequential amendments resulting from FRS 8 are mandatory for annual financial periods beginning on or after 1 July 2009. FRS 8 sets out the requirements for the disclosure of information on the Groups operating segments, products and services, the geographical areas in which it operates and its customers. The requirements of this Standard are based on the information about the components of the Group that management uses to make decisions about operating matters. This Standard requires the identification of operating segments on the basis of internal reports that are regularly reviewed by the Groups chief operating decision maker in order to allocate resources to the segment and assess its performance, as elaborated in Note 5.18 to the financial statements. In accordance with the transitional provisions of FRS 8, segment information for prior years that is reported as comparative information for the initial year of application has been restated to conform to requirements of FRS 8, as disclosed in Note 30 to the financial statements.
All resulting adjustments shall therefore be recognised directly in retained earnings at the date of transition to FRSs. The Group does not expect any impact on the financial statements arising from the adoption of this Standard. (b) FRS 3 Business Combinations is mandatory for annual periods beginning on or after 1 July 2010. This Standard supersedes the existing FRS 3 and now includes business combinations involving mutual entities and those achieved by way of contract alone. Any non-controlling interest in an acquiree shall be measured at fair value or as the non-controlling interests proportionate share of the acquirees net identifiable assets.
Group 31.12.2010
Additions RM
Disposals RM
Written off RM
Balance as at 31.12.2010 RM
Carrying amount Factory buildings Leasehold land Plant, machinery and equipment Office equipment Furniture and fittings Motor vehicles Renovations and installations Canteen equipment 22,281,911 8,925,202 13,520,283 416,121 84,883 169,030 3,559,140 178,264 49,134,834 74,550 2,006,646 148,175 2,800 2,284,542 30,999 4,547,712 (1,275) (2,320) (3,595) (89) (1,205) (1,294) (408,963) 21,947,498 (103,142) 8,822,060 (2,161,005) 13,364,560 (75,558) 487,533 (12,326) 75,357 (93,348) 75,682 (559,632) 5,284,050 (23,022) 183,921 (3,436,996) 50,240,661
[--------------- At 31.12.2010 -------------] Accumulated Carrying Cost depreciation amount RM RM RM Factory buildings Leasehold land Plant, machinery and equipment Office equipment Furniture and fittings Motor vehicles Renovations and installations Canteen equipment 27,330,351 9,062,725 43,101,429 1,609,290 463,994 1,724,784 11,071,530 341,751 94,705,854 (5,382,853) 21,947,498 (240,665) 8,822,060 (29,736,869) 13,364,560 (1,121,757) 487,533 (388,637) 75,357 (1,649,102) 75,682 (5,787,480) 5,284,050 (157,830) 183,921 (44,465,193) 50,240,661
Group 31.3.2010
Additions RM
Disposals RM
Written off RM
Carrying amount Factory buildings Leasehold land Plant, machinery and equipment Office equipment Furniture and fittings Motor vehicles Renovations and installations Canteen equipment 19,936,579 9,062,725 13,503,011 460,705 55,276 348,973 3,547,789 85,509 47,000,567 2,857,116 3,178,660 69,865 50,371 774,626 124,314 7,054,952 (27,940) (236) (28,176) (2,371) (5,585) (578) (12,791) (6,764) (28,089) (511,784) (137,523) (3,131,077) (108,864) (20,186) (179,943) (750,484) (24,559) (4,864,420) 22,281,911 8,925,202 13,520,283 416,121 84,883 169,030 3,559,140 178,264 49,134,834
[--------------- At 31.3.2010 -------------] Accumulated Carrying Cost depreciation amount RM RM RM Factory buildings Leasehold land Plant, machinery and equipment Office equipment Furniture and fittings Motor vehicles Renovations and installations Canteen equipment 27,255,801 9,062,725 41,134,428 1,479,124 461,194 1,724,784 8,786,988 338,591 90,243,635 (4,973,890) (137,523) (27,614,145) (1,063,003) (376,311) (1,555,754) (5,227,848) (160,327) (41,108,801) 22,281,911 8,925,202 13,520,283 416,121 84,883 169,030 3,559,140 178,264 49,134,834
(a)
The carrying amounts of leasehold lands are analysed as follows: Group 31.12.2010 31.3.2010 RM RM Long term leasehold land Short term leasehold land 6,296,790 2,525,270 8,822,060 6,353,414 2,571,788 8,925,202
(d)
(e)
9.
INVESTMENTS IN SUBSIDIARIES Company 31.12.2010 31.3.2010 RM RM Unquoted shares, at cost 74,893,666 74,893,666
The details of the subsidiaries, which are all incorporated in Malaysia are as follows: Interest in equity held by: Company Subsidiary 31.12.2010 31.3.2010 31.12.2010 31.3.2010 % % % % 100 100 -
Name of company
Principal activities
Manufacturing and assembly of speaker units, multi-media speaker systems and moulded plastic parts Manufacturing of chemical paints Manufacturing equipment of specialised
Formosa Prosonic Chemicals Sdn. Bhd.* Formosa Prosonic Equipment Sdn. Bhd.* * Audited by BDO.
100
100
75
75
electrical
Principal activities
58.19
58.19
Manufacturing of voice coils and related products for use in speaker units and multimedia speaker systems
* Audited by BDO.
10.
INVESTMENT IN A JOINTLY CONTROLLED ENTITY Group 31.12.2010 31.3.2010 RM RM Unquoted shares, at cost Share of post acquisition reserves, net of dividends received 1,816,048 426,379 2,242,427 1,816,048 465,181 2,281,229
The details of the jointly controlled entity, which is incorporated in Malaysia are as follows: Interest in equity held by a subsidiary 31.12.2010 31.3.2010 % % 50 50
Name of company
Principal activities
The result of EPR has been accounted for based on the unaudited management accounts for the financial period from 1 April 2010 to 31 December 2010. In the previous financial year, the results of EPR had been accounted for based on the audited financial statements for the financial year ended 31 December 2009 and unaudited management accounts for the financial period from 1 January 2010 to 31 March 2010.
Results Revenue Expenses, including finance costs and tax expense 3,704,892 3,423,694 5,213,766 4,845,541
11.
OTHER INVESTMENTS Group 31.12.2010 31.3.2010 RM RM Available-for-sale financial assets - Quoted shares in Malaysia
6,160,000
3,755,630
6,160,000
7,420,000
(a) (b)
Other investments have been classified into available-for-sale financial assets upon adoption of FRS 139 on 1 April 2010. The comparative figures have not been presented based on the new categorisation of financial assets resulting from the adoption of FRS 139 by virtue of the exemption given in FRS 7.44AA. Information on the fair value hierarchy is disclosed in Note 31 to the financial statements.
(c)
(a)
During the financial period, inventories of the Group recognised as cost of goods sold amounted to RM149,373,210 (31.3.2010: RM163,230,768). In addition, the amounts recognised in the cost of goods sold include the following: Group 31.12.2010 31.3.2010 RM RM Inventories written down Reversal of inventories previously written down Inventories written off 1,860 (45,970) 99,797 55,687 47,063 248,402 295,465
(b)
The Group reversed RM45,970 in respect of inventories previously written down as the Group was able to sell these inventories above their carrying amounts.
13.
DERIVATIVE ASSETS Contracts/ Notional amounts RM Group 31.12.2010 Forward currency contracts 5,326,350 198,968 Assets RM
14.
TRADE AND OTHER RECEIVABLES Group 31.12.2010 31.3.2010 RM RM Trade receivables Third parties Jointly controlled entity 51,646,771 1,440,302 53,087,073 53,087,073 Other receivables, deposits and prepayments Subsidiaries Jointly controlled entity Other receivables Deposits Prepayments 30,836 50,900 86,245 1,011,450 1,179,431 54,266,504 20,205 381,981 67,916 357,774 827,876 39,117,812 27,934,411 26,000 1,000 27,961,411 27,961,411 37,491,952 26,000 1,000 37,518,952 37,518,952 37,261,797 1,057,867 38,319,664 (29,728) 38,289,936 Company 31.12.2010 31.3.2010 RM RM
(a)
Trade receivables are non-interest bearing and the normal trade credit terms granted by the Group range from 30 to 90 days (31.3.2010: 30 to 90 days) from the date of invoice. They are recognised at their original invoice amounts, which represent their fair values on initial recognition. Included in trade receivables from third parties of the Group are amounts owing by related parties of RM26,729,717 (31.3.2010: RM13,669,934).
(b)
(d)
(e)
(f)
The ageing analysis of trade receivables of the Group are as follows: Group 31.12.2010 31.3.2010 RM RM Neither past due nor impaired Past due, not impaired 1 to 30 days 31 to 60 days 61 to 90 days More than 90 days Past due and impaired 5,516,559 1,669,327 215,711 762,996 53,087,073 4,386,143 1,150,671 1,130,666 654,982 29,728 38,319,664 44,922,480 30,967,474
Receivables that are neither past due nor impaired Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group. None of the trade receivables of the Group that are neither past due nor impaired have been renegotiated during the financial period.
The reconciliation of movements in the impairment loss are as follows: Group 31.12.2010 31.3.2010 RM RM At 1 April Charge for the financial year (Note 24) Written off At 31 December/31 March 29,728 (29,728) 29,728 29,728
Trade receivables that are individually determined to be impaired at the end of the previous reporting period relate to those debtors that exhibit significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.
(a)
Short term funds are mainly designated to manage free cash flows and optimise working capital so as to provide a steady stream of income returns. It is an integral part of the overall cash management. Information on financial risks of short term funds are disclosed in Note 32 to the financial statements. Short term funds are denominated in Ringgit Malaysia (RM).
(b) (c)
16.
CASH AND CASH EQUIVALENTS Group 31.12.2010 31.3.2010 RM RM Cash and bank balances Deposits with licensed banks 13,283,695 29,771,592 43,055,287 25,914,229 44,519,292 70,433,521 Company 31.12.2010 31.3.2010 RM RM 191,252 6,000,000 6,191,252 242,715 242,715
(a) (b)
Information on financial risks of cash and cash equivalents are disclosed in Note 32 to the financial statements. The currency exposure profile of cash and cash equivalents are as follows: Group 31.12.2010 31.3.2010 RM RM Ringgit Malaysia US Dollar Japanese Yen 36,644,305 3,591,859 2,819,123 43,055,287 52,926,799 13,853,113 3,653,609 70,433,521 Company 31.12.2010 31.3.2010 RM RM 6,191,252 6,191,252 242,715 242,715
RM
Issued and fully paid: Balance as at 1 April Issued for cash pursuant to: - Employees Share Options Scheme Balance as at 31 December/31 March 177,821,400 88,910,700 177,184,200 88,592,100
177,821,400
637,200
318,600 88,910,700
88,910,700 177,821,400
(a)
The owners of the parent are entitled to receive dividends as and when declared by the Company and are entitled to one vote per ordinary share at meetings of the Company. All ordinary shares rank pari passu with regard to the Companys residual assets. In the previous financial year, the issued and paid-up ordinary share capital of the Company was increased from RM88,592,100 to RM88,910,700 by way of issuance of 637,200 new ordinary shares of RM0.50 each for cash pursuant to the exercise of the Companys Employees Share Option Scheme (ESOS) at the following option prices: Number of ordinary shares issued 303,200 334,000 Option price per share RM0.612 RM0.625
(b)
The abovementioned new shares issued ranked pari passu in all respects with the then existing shares of the Company. The Companys ESOS came into effect on 29 October 2004 and expired on 28 October 2009 with all unexercised options as of that date were lapsed.
18.
TREASURY SHARES The shareholders of the Company, by a resolution passed in the Annual General Meeting held on 25 August 2010 renewed the authority given to the Directors to repurchase up to 10% of the issued and paid-up ordinary share capital of the Company (Share Buy-Back). The Directors of the Company are committed to enhancing the value of the Company to its shareholders and believe that the purchase plan can be applied in the best interests of the Company and its shareholders. During the financial period, the Company repurchased 10,000 ordinary shares of RM0.50 each from the open market at an average price of RM0.78 per ordinary share. The total consideration paid for the shares repurchased including transaction costs was RM7,857. The shares repurchased were financed by internally generated funds and are held as treasury shares in accordance with the requirement of Section 67A of the Companies Act, 1965 in Malaysia.
Cost RM 5,520,461
19.
RESERVES Group 31.12.2010 31.3.2010 RM RM Non-distributable: Share premium Available-for-sale reserve Distributable: Retained earnings 52,656,840 62,403,411 50,745,116 58,087,317 22,340,071 29,682,272 21,887,600 29,229,801 7,342,201 2,404,370 7,342,201 7,342,201 7,342,201 Company 31.12.2010 31.3.2010 RM RM
(a)
Available-for-sale reserve Available-for-sale reserve is in respect of gains or losses arising from financial assets classified as available-for-sale.
(b)
Retained earnings Effective from 1 January 2008, the Company is given the option to make an irrecoverable election to move to a single tier system or continue to use its tax credit under Section 108 of the Income Tax Act, 1967 for the purpose of dividend distribution until the tax credit is fully utilised or latest, by 31 December 2013. The Company has made this election and as a result, there are no longer any restrictions on the Company to frank the payment of dividends out of its entire retained earnings as at the end of the reporting period.
Less: Consolidation adjustments Total Group/Company retained profits as per consolidated accounts
20.
DEFERRED TAX LIABILITIES (a) The deferred tax liabilities are made up of the following: Group 31.12.2010 31.3.2010 RM RM Balance as at 31 March Tax effect on adoption of FRS 139 Restated balance as at 1 April Recognised in profit or loss (Note 25) Balance as at 31 December/ 31 March 2,831,340 14,070 2,845,410 (141,395) 2,704,015 3,411,300 3,411,300 (579,960) 2,831,340
Presented after appropriate offsetting: Deferred tax assets, net Deferred tax liabilities, net (142,760) 2,846,775 2,704,015 (224,830) 3,056,170 2,831,340
Deferred tax liabilities of the Group Property, Other plant and temporary equipment differences RM RM At 1 April 2010 Recognised in profit or loss At 31 December 2010 2,994,170 (287,395) 2,706,775 76,070 63,930 140,000
At 1 April 2009 Recognised in profit or loss At 31 March 2010 Tax effect on adoption of FRS 139 Restated balance as at 1 April 2010
(a)
Trade payables are non-interest bearing and the normal trade credit terms granted ranging from 30 to 90 days (31.3.2010: 30 to 90 days) from the date of invoice. Included in trade payables to third parties of the Group and other payables of the Group are amounts owing to related parties of RM2,180,834 (31.3.2010: RM1,911,919) and RM451,453 (31.3.2010: RM619,158) respectively. Non trade balances owing to related parties represent advances and payments made on behalf, which are unsecured, interest-free and payable upon demand in cash and cash equivalents.
(b)
(c)
Non trade balance owing to a subsidiary represents advances and payments made on behalf, which are unsecured, interestfree and payable upon demand in cash and cash equivalents. Information on financial risks of trade and other payables are disclosed in Note 32 to the financial statements. The currency exposure profile of payables are as follows: Group 31.12.2010 31.3.2010 RM RM Ringgit Malaysia US Dollar Japanese Yen Renminbi New Taiwan Dollar Singapore Dollar 27,503,495 10,045,913 964,827 11,344 60,917 38,586,496 25,061,880 11,785,920 1,019,997 19,688 128,394 30,313 38,046,192 Company 31.12.2010 31.3.2010 RM RM 2,805,581 2,805,581 344,835 344,835
(d) (e)
1,028,788
1,641,233
1,028,788
178,290 1,819,523
23.
REVENUE Group 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM Sale of goods Services rendered Dividend income from subsidiaries 206,946,869 232,166,917 237,661 209,975 207,184,530 232,376,892 Company 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM 8,000,000 8,000,000 21,678,000 21,678,000
24.
PROFIT BEFORE TAX Group 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM Company 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM
Note Profit before tax is arrived at after charging: Auditors remuneration: - current period/year (statutory) - under provision in prior years Bad debts written off Depreciation of property, plant and equipment Directors remuneration: - Company: - fees - emoluments other than fees - under provision in prior years
24,000 1,000 -
23,000 2,000 -
Note Profit before tax is arrived at after charging (continued): Directors remuneration (continued): - Subsidiaries: - emoluments other than fees Impairment loss on trade receivables Interest expenses on: - letter of credit - overdraft - others Inventories written down Inventories written off Loss on disposal of an associate Loss on disposal of property, plant and equipment Property, plant and equipment written off Realised loss on foreign exchange Rental of premises Research and development costs Unrealised loss on foreign exchange
14(f)
510,790 8,316 11 23,235 1,860 99,797 2,275 1,294 483,402 67,481 358,934 934,179
624,220 29,728 748 50,832 47,063 248,402 112,428 28,089 732,854 91,846 240,075 1,379,315
12 12
And after crediting: Dividend income from: - subsidiaries - quoted investments Gain on disposal of property, plant and equipment Fair value adjustments on: - derivative assets - short term funds Interest income Income distribution from short term funds Reversal of inventories previously written down Realised gain on foreign exchange Rental income Unrealised gain on foreign exchange 490,000 142,688 58,523 428,812 143,150 45,970 953,047 259,425 720,516 595,000 14,212 486,931 124,020 235,900 931,708 8,000,000 31,741 901 64,031 21,678,000 -
12
The estimated monetary value of benefits-in-kind other than in cash received or receivable by the Directors from the Company and the Group amounted to RM34,197 (31.3.2010: RM38,620) and RM58,570 (31.3.2010: RM55,734) respectively.
Deferred tax (Note 20) - Relating to origination and reversal of temporary differences - Under/(Over) provision in prior years
1,873,278
5,307,289
2,080,535
The Malaysian income tax is calculated at the statutory tax rate of 25% (31.3.2010: 25%) of the estimated taxable profits for the fiscal period. The reconciliation between the average effective tax rate and the applicable tax rate of the Group and of the Company are as follows: Group 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 % % Applicable tax rate Tax effect in respect of: Non-allowable expenses Tax exempt dividend income Non taxable income Tax incentives and allowances Tax effect on share of results in: - an associate - a jointly controlled entity 1.9 (1.3) (0.5) (1.8) (0.7) 22.6 Under/(Over) provision in prior years - tax expense - deferred tax Average effective tax rate (1.7) 0.8 21.7 2.4 (1.0) (3.0) (0.3) (0.6) 22.5 0.1 (0.4) 22.2 0.4 (0.3) 25.1 25.1 0.2 25.2 (0.1) 25.1 25.0 25.0 Company 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 % % 25.0 25.0
4.50
7,692,881
2.50
4,286,377
3.00 3.00
5,143,353 5,143,353
7.00
11,979,258
The Directors declared a first interim single tier tax exempt dividend of 3.5 sen per ordinary share, amounting to RM6,000,579 in respect of the financial period ended 31 December 2010 and paid to the shareholders on 7 April 2011, whose name appeared on the Record of Depositors of the Company at the close of business on 24 March 2011. The financial statements for the current financial period do not reflect this dividend as it was declared after the end of the reporting period. This dividend will be accounted for as an appropriation of retained earnings in the financial year ending 31 December 2011.
27.
EARNINGS PER ORDINARY SHARE (a) Basic earnings per ordinary share Basic earnings per ordinary share for the financial period is calculated by dividing the profit for the financial period/year attributable to equity holders of the parent by the weighted average number of ordinary shares outstanding (adjusted for treasury shares) during the financial period. Group 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 Profit attributable to equity holders of the parent (RM) 7,023,420 10,357,559
Weighted average number of ordinary shares outstanding (adjusted for treasury shares)
171,447,318 171,179,063
4.10
6.05
28.
EMPLOYEE BENEFITS Group 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM Salaries, wages and bonuses Defined contribution plan Other employee benefits 24,237,516 1,469,966 2,129,985 27,837,467 24,975,520 1,877,121 1,965,625 28,818,266 Company 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM 204,050 204,050 76,700 76,700
Included in the employee benefits of the Group and of the Company are Directors remuneration amounting RM1,498,920 (31.3.2010: RM1,768,319) and RM204,050 (31.3.2010: RM76,700) respectively.
29.
RELATED PARTY DISCLOSURES (a) Identities of related parties Parties are considered to be related to the Group if the Group has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group and the party are subject to common control or common significant influence. Related parties may be individuals or other parties. The Company has controlling related party relationships with its direct and indirect subsidiaries. The Group also has related party relationships with the following parties: Identities of related parties Formosa Prosonic Holdings Sdn. Bhd. (FPH) Formosa Prosonic Industries Berhad (FPI) Relationship A corporate shareholder A company with significant influence over the Company through its wholly-owned subsidiary, FPM (as defined below) A corporate shareholder, which is wholly-owned by FPI, with significant influence over the Company A subsidiary of FPI A subsidiary of FPI
Formosa Prosonic Manufacturing Sdn. Bhd. (FPM) Energistic Sdn. Bhd. (Energistic) Asia Pacific Card & System Sdn. Bhd. (APCS)
In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company had the following transactions with the related parties during the financial period: Group 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM Related parties: Commission payable Purchases of products Rental income received Sales of products Sub-contract income received Jointly controlled entity: Dividend received Sales of products Subsidiaries: Gross dividends received Company 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 RM RM
320,000 5,919,347
360,000 8,580,192
8,000,000
21,678,000
(i) (ii)
The related party transactions described above were carried out on negotiated terms. Balances of the above related parties are disclosed in Notes 14 and 21 to the financial statements.
30.
OPERATING SEGMENTS Acoustech Berhad and its subsidiaries are principally engaged in manufacturing and trading of speaker units, multimedia speakers systems, specialised chemical paints and electrical equipment. Acoustech Berhad has arrived at three (3) reportable segments that are organised and managed separately according to the business segments, which requires different business and marketing strategies. The reportable segments are summarised as follows: (i) Audio division Manufacturing, assembly and sales of speaker units and multimedia speaker systems, including component parts. (ii) Chemical division Manufacturing and sales of specialised chemical paints. (iii) Electrical equipment division Manufacturing and distribution of electrical equipment. Other operating segment that does not constitute reportable segment comprises operation related to investment holding. The accounting policies of operating segments are the same as those described in the summary of significant accounting policies. Segment performance is evaluated based on operating profit, excluding non-recurring losses, and in certain respect as explained in the table below, it is measured differently from operating profit in consolidated financial statements.
31.12.2010 Revenue Total revenue Inter-segment revenue Revenue from external customers
Audio division RM
Chemicals division RM
Total RM
901 901
Segment profit/(loss) before income tax Share of profit of a jointly controlled entity Income tax (expense)/income Other material non-cash item: - Depreciation Investment in a jointly controlled entity Available-for-sale financial assets Capital expenditure Segment assets Segment liabilities
6,726,243 (1,515,155)
3,227,489 (714,292)
(530,898) 126,722
31.3.2010 Revenue Total revenue Inter-segment revenue Revenue from external customers
Audio division RM
Chemicals division RM
Total RM
Segment profit/(loss) before income tax Share of profit of an associate Share of profit of a jointly controlled entity Income tax (expense)/income Other material non-cash item: - Depreciation Investment in a jointly controlled entity Other investments Capital expenditure Segment assets Segment liabilities
7,519,488 (1,613,847)
(551,818) 112,211
1,048,827 -
9,299,896 281,198
9,581,094 14,966,174 (2,080,535) (3,321,146) 7,500,559 11,645,028 (477,139) (1,287,469) 7,023,420 10,357,559
Assets Total assets for reportable segments Other investments Investment in a jointly controlled entity Current tax assets Groups assets
183,285,476 180,743,560 6,160,000 3,755,630 2,242,427 2,281,229 3,839,230 3,657,443 195,527,133 190,437,862
Liabilities Total liabilities for reportable segments Deferred tax liabilities Current tax liabilities Groups liabilities
All the assets and capital expenditure of the Group are located within Malaysia. Major Customers The following are major customers with revenue equal to or more than 10 percent of the revenue of the Group:
Revenue 1.4.2010 to 1.4.2009 to 31.12.2010 31.3.2010 % % - Customer A - Customer B - Customer C 28.6 36.3 8.8 73.7 15.4 20.2 16.6 52.2
Segment
Group 31.12.2010 Financial assets Other investments Trade and other receivables Derivative assets Short term funds* Cash and cash equivalents
Availablefor-sale RM
Held to maturity RM
Total RM
6,160,000 6,160,000
- 116,769,395
*Represent fixed income trust funds in Malaysia. Fair value through profit or loss RM
Total RM
38,586,496 38,586,496
38,586,496 38,586,496
Company 31.12.2010 Financial assets Trade and other receivables Short term funds* Cash and cash equivalents
Availablefor-sale RM
Held to maturity RM
Total RM
6,495,772 6,495,772
*Represent fixed income trust funds in Malaysia. Fair value through profit or loss RM
Total RM
2,805,581 2,805,581
2,805,581 2,805,581
(c)
Determination of fair values Methods and assumptions used to estimate fair values The fair values of financial assets and financial liabilities are determined as follows: (i) Financial instruments that are not carried at fair values and whose carrying amounts are a reasonable approximation of fair values The carrying amounts of financial assets and financial liabilities, such as trade and other receivables and trade and other payables, are reasonable approximation of fair values due to their short-term nature. (ii) Quoted shares and short term funds The fair values of quoted investments and short term funds in Malaysia are determined by reference to the exchange quoted market bid prices at the close of the business on the end of the reporting period.
Group Financial assets at fair value through profit or loss - Forward currency contracts - Short term funds Available-for-sale financial assets - Quoted shares
198,968 13,088,836
13,088,836
198,968 -
6,160,000
6,160,000
Company Financial assets at fair value through profit or loss - Short term funds
31.12.2010 RM
Level 1 RM
Level 2 RM
Level 3 RM
6,495,772
6,495,772
During the financial period, there were no transfers between Level 1 and Level 2 fair value measurements.
Financial assets that are neither past due nor impaired Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 14 to the financial statements. Deposits with banks and other financial institutions, investment securities and derivatives that are neither past due nor impaired are placed with or entered into with financial institutions with good standing. Financial assets that are either past due or impaired Information regarding financial assets that are either past due or impaired is disclosed in Note 14 to the financial statements. (ii) Liquidity and cash flow risk Liquidity risk is the risk that the Group is unable to service its cash obligations in future. To mitigate this risk, the management monitors and maintains a level of cash and cash equivalents deemed adequate to finance the Groups operations and development activities.
Total RM
Group At 31 December 2010 Fixed rate Deposits with licensed banks At 31 March 2010 Fixed rate Deposits with licensed banks
Note
Within 1 year RM
16
2.36
29,771,592
16
1.67
44,519,292
Note
Within 1 year RM
16
2.55
6,000,000
Sensitivity analysis for interest rate risk At the end of reporting period, if interest rate had been 50 basis points higher or lower, with all the variables held constant, the Groups and the Companys profit after tax for the financial period would have been approximately RM139,295 and RM11,250 higher or lower respectively. The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment. (iv) Foreign currency risk Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates. The Group is subject to foreign exchange fluctuations through the import of raw materials and export of finished goods. The Group periodically uses foreign currency forward contracts to protect against the volatility associated with foreign currency transactions for receivables denominated in currencies other than the functional currency of the operating entities within the Group. During the financial period, the Group entered into foreign currency forward contracts to manage exposures to currency risk for receivables, which are denominated in a currency other than the functional currencies of the Group. The notional amount and maturity date of the forward foreign exchange contracts outstanding are as follows: Contract amounts RM equivalent
Maturities
USD 1,650,000
5,326,350
At 31 March 2010 Sales contracts used to hedge trade receivables Less than one (1) year USD 350,000 1,195,325
If the relevant foreign currency weakens by 3% against the functional currencies as mentioned, impact on the profit for the financial period would be vice versa. (v) Market price risk Market price risk is the risk that the fair value of future cash flows of the Groups financial instruments will fluctuate because of changes in market prices (other than interest or exchange rates). The Group and the Company are exposed to equity price risks arising from quoted investments and short term funds held by the Group and the Company. Short term funds are listed by the reputable financial institutions and quoted equity instruments in Malaysia are listed on the Bursa Malaysia. These instruments are classified as financial assets designated at fair value through profit or loss and available-for-sale financial assets. Sensitivity analysis for equity price risk At the end of the reporting period, if the market prices of the quoted investments had been 10% higher or lower, with all other variables held constant, the Groups available-for-sale reserve would have been approximately RM616,000 higher or lower, arising as a result of an increase and decrease in the fair values of equity instruments. Short term funds of the Group and of the Company are exposed to changes in market quoted prices. However, the volatility of these funds prices is considered low, and hence, sensitivity analysis for equity price risk is not presented.
Group As at 1 April 2009 Statement of Financial Position Property, plant and equipment - leasehold land Prepaid lease payments for land
As restated RM
9,062,725
9,062,725 (9,062,725)
9,062,725 -
For the financial year ended 31 March 2010 Statement of Comprehensive Income Depreciation of property, plant and equipment - leasehold land Amortisation of prepaid lease payments for land 137,523 137,523 (137,523) 137,523 -
Statement of Financial Position Property, plant and equipment - leasehold land Prepaid lease payments for land
8,925,202
8,925,202 (8,925,202)
8,925,202 -
(b)
The following comparative figures in the financial statements have been reclassified in order to conform to the current financial periods presentation: As previously reported RM
Reclassifications RM
As restated RM
4,838,549 7,350,364
(2,421,921) (2,421,921)
2,416,628 4,928,443
Group Statement of Financial Position Assets Non-current assets Property, plant and equipment Investment in a jointly controlled entity Other investments
As restated RM
3,664,370 3,664,370
Non-current assets Inventories Derivative assets Trade and other receivables Current tax assets Cash and cash equivalents
56,280 -
Total assets
190,437,862
Equity and liabilities Equity attributable to owners of the parent Share capital Treasury shares Reserves
As restated RM
3,696,027
Liabilities Non-current liabilities Deferred tax liabilities Current liabilities Trade and other payables Current tax liabilities Total liabilities 2,831,340 14,070 2,845,410
14,070
190,437,862
3,720,650 194,158,512
Analysis of Shareholdings
As at 22 April 2011
SHARE CAPITAL Authorised Issued & Fully Paid-Up Class of Shares Voting Rights Size of Shareholding 1 - 99 shares 100 - 1,000 shares 1,001 - 10,000 shares 10,001 - 100,000 shares 100,001 to less than 5% of issued shares* 5% and above of issued shares TOTAL : RM200,000,000 : RM88,910,700 : Ordinary shares of RM0.50 each : One vote per ordinary share No. of Shareholders 46 349 2,917 964 126 2 4,404 % of Shareholders 1.04 7.92 66.24 21.89 2.86 0.05 100.00 No. of Shares 2,417 311,747 14,295,106 29,301,402 70,539,222 56,995,206 171,445,100 % of Shareholdings 0.00 0.18 8.34 17.10 41.14 33.24 100.00
* Excluding a total of 6,376,300 treasury shares bought back SUBSTANTIAL SHAREHOLDERS Direct No. of Shares 46,442,474 10,552,732 56,995,206 Indirect No. of Shares -
Name 1) Formosa Prosonic Manufacturing Sdn Bhd 2) Huang Huai Son TOTAL
Percentage -
DIRECTORS' INTEREST Direct No. of Shares 10,552,732 7,209,876 1,854,290 1,505,956 400,000 400,000 300,000 22,222,854 Indirect No. of Shares 265,846 47,882,474 610,000 48,758,320
Name 1) 2) 4) 3) 5) 6) 7) 8) Huang Huai Son Chen Po Hsiung Shih Chao Yuan Su Cheng Tao Chang Song Hai Soon Kwai Choy Dato' Nik Abdul Aziz Bin Mohamed Kamil Leong Ngai Seng
TOTAL
Analysis of Shareholdings
As at 22 April 2011 (Contd)
LIST OF TOP 30 SHAREHOLDERS No. of Shares Held 46,442,474 10,552,732 7,929,880 7,209,876 6,700,000 4,133,400 3,781,000 2,088,000 1,854,290 1,541,974 1,505,956 1,478,000 1,440,000 1,400,000 1,163,812 1,157,882 1,105,100 1,000,000 941,900 820,160 715,000 635,000 614,600 610,000 589,726 507,000 487,442 441,200 419,600 400,000 109,666,004
Name 1) 2) 3) 4) 5) 6) 7) 8) 9) FORMOSA PROSONIC MANUFACTURING SDN BHD HUANG HUAI SON CHEN SHAN CHING CHEN PO HSIUNG YEOH KEAN HUA FEDERLITE HOLDINGS SDN BHD WANG CHUN CHENG MUSASHI PAINT CORPORATION SDN BHD SHIH CHAO YUAN
Percentage 27.09 6.16 4.63 4.21 3.91 2.41 2.21 1.22 1.08 0.90 0.88 0.86 0.84 0.82 0.68 0.68 0.64 0.58 0.55 0.48 0.42 0.37 0.36 0.36 0.34 0.30 0.28 0.26 0.24 0.23 63.99
10) WU SWEE NGOR 11) SU CHENG TAO 12) C.L.P. INDUSTRIES SDN BHD 13) SHIH HUANG HSIU FANG 14) JOHAN ENTERPRISE SDN BHD 15) LAM CHOI WAN 16) WANG WEI NAN 17) LEONG KOK TAI 18) CHANG KEI POI 19) SU MEI YING 20) LIAO CHANG PI HUA 21) TANG CHUN YONG 22) NG INN JWEE 23) TAY KAK CHOK 24) TEOH BEE YONG 25) CHANG WEN LUNG 26) KAM CHOOI SUAN 27) PENG LIU MEI 28) SOH CHAK BOO 29) LIM CHING SENG (Shares held under HDM Nominees (Asing) Sdn Bhd 30) CHAN KAM TONG TOTAL
Location
Description
Tenure
Valuation/ Acquisition/ Completion Date 15/6/2001 27/4/2000 19 For Factory 15 188,217 106,064 10,655,425 For Office
Carrying Amount RM
Existing Use
No. 2 Lebuh 1 Bandar Sultan Suleiman Taiwanese Industrial Park 42000 Port Klang Selangor Darul Ehsan 27/4/2000 15 For Factory
As at 31 December 2010
For Recreation For Meal and Drinks For Storage of Containers For Security For Electricity Supply 55,684 19,144 1,824,295 For Office Cum Factory
List of Properties
15/6/2001
17
Container Yard
15/6/2001
17
15/6/2001
17
No. 2 Jalan 1 Bandar Sultan Suleiman Taiwanese Industrial Park 42000 Port Klang Selangor Darul Ehsan Leasehold (60 years Expiring 30/12/2050) June 2000 11
Double Storey Office Block Location At the Front Portion And A Connecting Single Storey Factory
27/4/2000
21
Plot 236,238 & 240 Kawasan Perusahaan LPK Taman Ria Jaya 08000 Sungai Petani Kedah Darul Aman Warehouse Facility Leasehold (95 years Expiring 30/6/2091) 30/11/2009 July 1996
Double Storey Office Block Location At the Front Portion And A Connecting Single Storey Office
423,797
121,008
9,879,430
2 16
129,976 130,634
68,136 55,170
2,790,451 5,619,959
No. 11, Jalan Sultan Mohamed 5 Bandar Sultan Suleiman Taiwanese Industrial Park 42000 Port Klang Selangor Darul Ehsan
Double Storey Office Block Location At the Front Portion And A Connecting Single Storey Factory
Proxy Form
I/We __________________________________________________________I.C./Passport/Company No._____________________________ of _________________________________________________________________________________________________________________ being a member/members of ACOUSTECH BERHAD, do hereby appoint __________________________________________________ _____________________________________________________________________I.C./Passport No._______________________________ of _________________________________________________________________________________________________________________ or failing *him/her the Chairman of the Meeting as *my/our proxy to vote for *me/us on my/our behalf at the Twelfth Annual General Meeting of the Company to be held at Crystal Room, Level 1, Crystal Crown Hotel Harbour View, 217 Persiaran Raja Muda Musa, 42000 Port Klang, Selangor Darul Ehsan on Thursday, 16 June 2011 at 11.30 a.m. and at any adjournment thereof. My/Our proxy is to vote as indicated below: RESOLUTIONS Ordinary Resolution 1 Ordinary Resolution 2 Ordinary Resolution 3 Ordinary Resolution 4 Ordinary Resolution 5 Ordinary Resolution 6 Ordinary Resolution 7 Ordinary Resolution 8 Please indicate with an X in the spaces provided whether you wish your votes to be cast for or against the resolutions. In the absence of specific directions, your proxy will vote or abstain as *he/she thinks fit. FOR AGAINST
Signed this ___________ day of _________________________ No, of shares held CDS Account No.
Notes: 1. A member of the Company entitled to attend and vote at the meeting may appoint a proxy to attend and vote instead of him. A member of the Company who is an authorized nominee as defined under the Securities Industry (Central Depositories) Act 1991 may appoint 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. A proxy need not be a member of the Company. The instrument appointing a proxy shall be in writing under the hands of the appointer or of his attorney duly authorised in writing, or if the appointer is a corporation, either under its common seal or in some other manner approved by its Directors. The instrument of proxy must be deposited at the registered office of the Company situated at Level 18, The Gardens North Tower, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur not later than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
2. 3. 4.
STAMP
Level 18, The Gardens North Tower Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur