Professional Documents
Culture Documents
Contents Corporate Information Notice of Annual General Meeting Directors Profile Corporate Structure Chairmans Statement Corporate Governance Statement Audit Committees Report Statement of Internal Control Other Disclosure Requirement Pursuant to the Listings Requirements of Bursa Securities Directors Report Statement by Directors Statutory Declaration Independent Auditors Report Balance Sheets Income Statements Statements of Changes in Equity Cash Flow Statements Notes to the Financial Statements Groups Landed Properties Analysis of Shareholdings Electronic Dividend Payment (edividend) Form of Proxy 2 3-4 5-8 9 10 - 11 12 - 16 17 - 19 20 - 22 23 24 - 27 28 28 29 - 30 31 32 33 34 - 35 36 - 73 74 - 80 81 - 82 83 84
Corporate Information
BOARD OF DIRECTORS Bipinchandra A/L Balvantrai Executive Chairman Hamendra A/L B.M. Kamdar Deputy Chairman/ Executive Director Jayesh R Kamdar A/L Rajnikant Chief Executive Officer/ Executive Director Paresh R. Kamdar Chief Operating Officer/ Executive Director Kamal Kumar Kishorchandra Kamdar Executive Director Chia Lee Hoon Group Financial Controller/ Executive Director Datuk Emam Mohd Haniff bin Emam Mohd Hussain Senior Independent Non-Executive Director Dato Dr. Shanmughanathan A/L Vellanthurai Independent Non-Executive Director Harjeet Singh A/L Sardara Singh Independent Non-Executive Director Rajnikant A/L B.M Kamdar Alternate Director to Paresh R. Kamdar AUDIT COMMITEE Chairman Datuk Emam Mohd Haniff bin Emam Mohd Hussain Members Dato Dr. Shanmughanathan A/L Vellanthurai Harjeet Singh A/L Sardara Singh REMUNERATION COMMITEE Chairman Dato Dr. Shanmughanathan A/L Vellanthurai Members Datuk Emam Mohd Haniff bin Emam Mohd Hussain Hamendra A/L B.M. Kamdar NOMINATION COMMITTEE Chairman Dato Dr. Shanmughanathan A/L Vellanthurai Members Datuk Emam Mohd Haniff bin Emam Mohd Hussain Harjeet Singh A/L Sardara Singh COMPANY SECRETARIES Lim Seck Wah (MAICSA NO.: 0799845) M. Chandrasegaran A/L S. Murugasu (MAICSA NO.: 0781031) REGISTERED OFFICE Level 15-2, Faber Imperial Court Jalan Sultan Ismail 50250 Kuala Lumpur Tel: 03-26924271 Fax: 03-27325388 SHARE REGISTRAR MEGA CORPORATE SERVICES SDN. BHD. (Company No.: 187984-H) Level 15-2, Faber Imperial Court Jalan Sultan Ismail 50250 Kuala Lumpur Tel No. : 03-26924271 Fax No. : 03-27325388 KAMDAR GROUP (M) BHD 2 PRINCIPAL BANKERS CIMB Bank Berhad Malayan Banking Berhad Public Bank Berhad AmBank Berhad SOLICITORS Shahrizat Rashid & Lee AUDITORS SJ Grant Thornton ( Member of Grant Thornton International) Chartered Accountants STOCK EXCHANGE LISTING Main Market of Bursa Securities Bursa Securities refers to Bursa Malaysia Securities Berhad STOCK CODE: 8672
KAMDAR GROUP (M) BERHAD Company No. 577740-A (Incorporated in Malaysia) NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Eighth Annual General Meeting of the members of the Company will be held at Function Room1, Dynasty Hotel Kuala Lumpur, Level 4, 218, Jalan Ipoh, 51200 Kuala Lumpur on Tuesday, 29 June 2010 at 10.00 a.m. for the following purposes:AGENDA AS ORDINARY BUSINESS 1. 2. 3. To receive the Audited Financial Statements for the financial year ended 31st December 2009 together with the Directors and Auditors Reports thereon. To approve the payment of Directors fees for the year ended 31 December 2009. To re-elect the following directors retiring pursuant to Article 102 of the Companys Articles of Association: a. Kamal Kumar Kishorchandra Kamdar b. Paresh R. Kamdar c. Datuk Emam Mohd Haniff Bin Emam Mohd Hussain To re-appoint Messrs SJ Grant Thornton as Auditors of the Company and to authorise the Directors to fix their remuneration. Please refer to Note A. Resolution 1
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AS SPECIAL BUSINESS To consider, and if thought fit, to pass the following Resolution: ORDINARY RESOLUTION 5. AUTHORITY TO ISSUE SHARES BY THE COMPANY PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 THAT pursuant to Section 132D of the Companies Act, 1965, and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue, new shares in the Company from time to time upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company as at the date of this Annual General Meeting and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company and THAT the Directors be and are hereby also authorised to obtain the approval from Bursa Securities for the listing and quotation of the additional shares so issued. 6. To transact any other business which may properly be transacted at an Annual General Meeting for which due notice shall have been given. By order of the Board LIM SECK WAH (MAICSA 0799845) M. CHANDRASEGARAN A/L S. MURUGASU (MAICSA 0781031) Company Secretaries Dated this: 8 June 2010 Kuala Lumpur 3 KAMDAR GROUP (M) BHD
Resolution 6
This Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 and the Companys Articles of Association do not require a formal approval of the shareholders and hence, is not put forward for voting. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two proxies to attend the same meeting provided that he specifies the proportion of his shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy and the provisions of Section 149(1)(a) & (b) of the Companies Act, 1965 shall not apply. Where a member is an authorised nominee as defined under the Security Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under the Corporations Common Seal or under the hand of an officer or attorney so authorized. The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof. Explanatory Notes To Special Businesses 5.1 Resolution Pursuant to Section 132D of the Companies Act, 1965 The proposed Ordinary Resolution no. 6 is a renewal of the mandate given to the Company by the shareholders at the previous Annual General Meeting held on 26 June 2009, if duly passed, will give the Directors of the Company the flexibility to issue and allot new shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of next Annual General Meeting of the Company. The Company continues to consider opportunities to broaden its earnings potential. If any of the expansion/ diversification proposals involves the issue of new shares, the Directors, under certain circumstance when the opportunity arises, would have to convene a general meeting to approve the issue of new shares even though the number involved may be less than 10% of the issued capital. In order to avoid any delay and costs involved in convening a general meeting to approve such issue of shares, it is thus considered appropriate that the Directors be empowered to issue shares in the Company, up to any amount not exceeding in total 10% of the issued share capital of the Company for the time being, for such purposes. The renewed authority for allotment of shares will provide flexibility to the Company for the allotment of shares for the purpose of funding future investment, working capital and/or acquisitions. No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last Annual General Meeting held on 26 June 2009.
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Directors Profile
BIPINCHANDRA A/L BALVANTRAI Executive Chairman Mr. Bipinchandra, a Malaysian, aged 51, has over 30 years experience in the textile and textile-related industries. After completing his General Certificate in Education Ordinary Level in 1976, he joined Globe Textiles Sdn Bhd as a Sales Executive in 1977. He joined Kamdar Sdn. Bhd. (KSB) in 1980 and became a director in 1994. He is currently responsible for the Groups procurement and sourcing of merchandise, locally as well as internationally. He was re-designated as Executive Chairman of KGMB on 21 April 2008. He is also a director of KSB, Pusat Membeli-Belah Kamdar (Penang) Sdn. Bhd. (PMBK (Penang)), Kesar Sdn. Bhd. (Kesar), Kamdar Stores Sdn. Bhd. (KStores), Kamdar Holdings Sdn. Bhd. (KH) under the KGMB Group and director of Kamdar Properties Sdn. Bhd. (KPSB). He is not a member of any board committee. He does not hold any directorships in any other public companies. He holds 18,667,706 shares in KGMB and also has an indirect interest of 955,171 shares via his wifes shareholding in KGMB. He is a sibling to Hamendra A/L B.M. Kamdar and Rajnikant A/L B.M Kamdar. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences. HAMENDRA A/L B.M. KAMDAR Deputy Chairman/ Executive Director Mr. Hamendra, a Malaysian, aged 58, has over 35 years experience in the textile and textile-related industries. After completing his Senior Cambridge in 1970, he joined Kesar as a Sales Executive in 1972 and in 1976 became a director of Kesar. He is currently responsible for the export and wholesale operations of KGMB, and the distribution of merchandise within the KGMB Group. He was appointed as an Executive Director of KGMB on 10 November 2004 and resigned on 26 February 2007, subsequently, he was appointed as an Alternate Director to Bipinchandra A/L Balvantrai on 3 August 2007. He ceased to be Alternate Director and was appointed as Executive Director on 5 June 2008, subsequently he was redesignated to Deputy Chairman of KGMB on 12 January 2009. He is also a director of KSB, Pusat Membeli-Belah Kamdar Sdn. Bhd. (PMBK), PMBK (Penang), Kesar and Mint Saga (M) Sdn. Bhd. (MS) under the KGMB Group. He is a member of the Remuneration Committee. He does not hold any directorships in any other public companies. He holds 14,704,714 shares in KGMB and also has an indirect interest of 1,868,610 shares via his wifes shareholding in KGMB. He is a sibling to Bipinchandra A/L Balvantrai and Rajnikant A/L B.M Kamdar. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.
He was appointed as an Alternate Director to Paresh R. Kamdar on 10 November 2004. He is not a member of any board committee. He does not hold any directorships in any other public companies. He holds 15,267,401 shares in KGMB and also has an indirect interest of 955,171 shares via his wifes shareholding in KGMB. He is a sibling to Bipinchandra A/L Balvantrai and Hamendra A/L B.M. Kamdar. He is father to Jayesh R Kamdar A/L Rajnikant and Paresh R. Kamdar. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.
Directors Profile (Contd) HARJEET SINGH A/L SARDARA SINGH Independent Non-Executive Director Mr. Harjeet Singh, a Malaysian, aged 52 He has, had diversified career experiences enrolling himself as trainee at the Teachers Training Centre in Ulu Kinta, Ipoh in 1978. After a short stint in teaching, he became an Inspector with the Royal Malaysia Police Force. Upon graduation as an Inspector, he served the police force for 10 years of which 5 years was served as an Investigating Officer in the areas of serious crime, secret societies and commercial crimes and 5 years as a prosecuting officer in criminal litigation. During the same time he undertook to read Law and obtained his Law Degree with Honours in 1986. Upon graduation he proceeded to read for his Barristers qualification at Lincolns Inn. In 1987 upon his return, he worked for the police force for a further 6 months with the rank of ASP and proceeded to chamber in the firm of M/S Shearn Delamore & Co. wherein he was retained as a Senior Legal Assistant for 6 years. In 1995, he left M/S Shearn Delamore & Co. and joined a firm as a full partner and is now in his 20th year of legal practice. He was appointed as an Independent Non-Executive Director of KGMB on 12 January 2009. He is a member of the Audit and Nomination Committees. He does not hold any shares in KGMB. He has no family relationship with other directors or major shareholders of KGMB. He has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.
CHIA LEE HOON Group Financial Controller/ Executive Director Ms Chia Lee Hoon, aged 47, joined Kamdar as an Accounts Clerk in 1987. She gained vast experience in accounting and was promoted to Group Financial Manager in 2003. She qualified as a Certified Chartered Accountant of The Association of Chartered Certified Accountants (ACCA) in 2005 and became a member of ACCA during the same year. In 2006, she became a member of Malaysian Institute of Accountants (MIA). She is presently the Group Financial Controller and is responsible for the financial management of Kamdar Group and had been serving the Group for the past twenty two (22) years. She was appointed as an Executive Director of KGMB on 2 March 2009. She is not a member of any board committee. She does not hold any shares in KGMB. She has no family relationship with other directors or major shareholders of KGMB. She has no conflict of interest with KGMB and has no convictions for offences within the past ten years except for the traffic offences.
Corporate Structure
100% Kamdar Sdn. Bhd. 100% Pusat Membeli-Belah Kamdar Sdn.Bhd. 100% Pusat Membeli-belah Kamdar ( Penang) Sdn. Bhd.
KAMDAR GROUP (M) BHD
(57740-A)
Mayfair Fabric & Linen (Proprietary) Limited 45% (Formerly known as Forlor (Proprietary) Limited) 100% Orisea Trade Sdn. Bhd.
100% Kesar Sdn. Bhd. 100% Kamdar Holdings Sdn. Bhd. 100% Kamdar Stores Sdn. Bhd. 100% Mint Saga (M) Sdn. Bhd.
CHAIRMANS STATEMENT
On behalf of the Board of Directors, I am pleased to present to you the Annual Report and Audited Financial Statements of Kamdar Group (M) Berhad (Kamdar or the Group) for the year ended 31 December 2009. FINANCIAL REVIEW For 2009, Kamdar achieved commendable results despite the difficult and challenging retail business environment. For the year ended 31 December 2009, Kamdar achieved a consolidated revenue of RM193 million which is 6% higher compared to the previous year. This resulted in Kamdars earnings before tax of RM26 million and profit after tax of RM19 million representing 73% and 130.5% growth respectively over the previous years earnings and achieving an earnings per share of 11.5 sen.
The Group is also pleased to announce that it has fully settled its RM60 million bonds on 10 November 2009.
REVIEW OF OPERATIONS The severe global financial crisis which adversely affected the economies worldwide also negatively affected Malaysias economy in the first three quarters of 2009. The retail industry, too, was not spared as the crisis affected consumer spending and behavior, but Kamdar was fortunate that the government had taken proactive measures by introducing stimulus packages that produced a positive impact on the economy. The growth in retail sales in 2009 was contributed by both the same stores of 7% as well as contribution of 1% from the new Kamdar stores at IOI Mall, Puchong and S18, Ipoh. Both these stores opened in the second half of 2009 and will continue to perform better in 2010. There are further plans to expand Kamdars branch network locally to areas that Kamdar is not present in order to serve new customers. The Group also expanded its wings by investing a 45% stake in Mayfair Fabric & Linen (PTY) Ltd (a company incorporated in South Africa, whose principal activities are retailing of textiles and textile related products) through its wholly owned subsidiary, Kamdar South Sdn Bhd. PROSPECTS The Malaysian economy has exhibited signs of improvement from the third quarter of 2009 and the pace of the economic recovery is expected to gain momentum and contribute positively to the recovery of the domestic economy. The Group is, however, mindful of the prevailing uncertainties and difficulties in the competitive environment and will continue to implement the rationalization of its operations by enhancing efficiencies and effectiveness of the operations and optimization of the utilization of resources. Kamdar will continue to leverage on its established brand and presence to further boost and expand its business by focusing on strategies to improve merchandising, improving human resources productivity and sales floor management to deliver better customer comfort and service.
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APPOINTMENTS TO THE BOARD A Nomination Committee has been established by the Board comprising exclusively of Independent Non-Executive Directors as follows: 1. 2. 3. Dato Dr Shanmughanathan A/L Vellanthurai Chairman (Independent Non-Executive Director) Datuk Emam Mohd Haniff Bin Emam Mohd Member (Senior Independent Non-Executive Director) Mr Harjeet Singh A/L Sardara Singh Member (Independent Non-Executive Director)
The Committee is generally responsible to assess: i. the effectiveness of the Board as a whole, the Committees of the Board and the contribution of each individual Director. the size of the Board and review the mix of skills and experience and other qualities of the Board members ii. required for the Board to function completely and efficiently. iii. and recommend new nominess for appointment to the Board for the Boards final decision-making. The Board is entitled to the services of the Company Secretary who would ensure that all appointments are properly made upon obtaining all necessary information from the Directors. The Nomination Committee met once during the financial year ended 31 December 2009. During the financial year, the Nomination Committee has not conducted any assessments on directors contribution and board effectiveness. These assessments will be undertaken in the following financial year. RE-ELECTION In accordance with the provisions of the Articles of Association of the Company, one-third (1/3) of the Board of Directors for the time being or if their number is not three (3) or multiples of three (3), then the number nearest to one-third (1/3) shall retire from office at each Annual General Meeting and shall be eligible for re-election. Directors over seventy (70) years of age are subject for re-appointment annually in accordance with Section 129(6) of the Companies Act 1965. 13 KAMDAR GROUP (M) BHD
Note 1: Had an exceptionally committed schedule for 2009, however, they will continue to undergo further training from time to time. Mode of training Seminar Seminar Workshop Seminar Seminar Seminar Title of training Best Practices of Boardroom Affairs Investor Relations: Managing Strategic Issues in a Challenging Environment Companies Tax Computation The Advanced Planning Aspects (YAs 2008 and 2009) Finance for Non-Finance Director and Main Market Listing Requirements Financial Reporting Standards in Malaysia Salient Features FRSs with Fair Value Requirements Number of hours/days spent Day Day 1 Day Day 2 Days 1 Day Note 2 Note 3 Note 4 Note 5 Note 6 Note 7
Throughout the year, directors also received updates and briefings, particularly on regulatory, industry and legal developments, including information on significant changes in business and procedures instituted to mitigate such risks. Directors Remuneration A Remuneration Committee has been established by the Board comprising a majority of Non-Executive Directors as follows: Dato Dr Shanmughanathan A/L Vellanthurai Chairman (Independent Non-Executive Director). 1. 2. Datuk Emam Mohd Haniff bin Emam Mohd Hussain Member (Senior Independent Non-Executive Director). Hamendra A/L B.M. Kamdar Member (Deputy Chairman/ Executive Director) 3. The Remuneration Committee shall ensure that the levels of remuneration are sufficient to attract and retain Directors of the quality required to manage the business of the Group. The Remuneration Committee is entrusted under its terms of reference to assist the Board, amongst others, to recommend to the Board the remuneration of the executive directors. In the case of non-executive directors, the level of remuneration shall reflect the experience and level of responsibilities undertaken by the non-executive directors concerned. The Remuneration Committee met once during the financial year ended 31 December 2009 to review the remuneration of the Directors. KAMDAR GROUP (M) BHD 14
The number of Directors whose remuneration fall into the following bands are as follows:Range of Remuneration (RM) 50,000 and below 50,0001 100,000 100,001 150,000 150,001 200,000 200,001 250,000 250,001 300,000 300,001 350,000 350,001 400,000 400,001 450,000 450,001 500,000 500,000 550,000 550,000 600,000 SHAREHOLDERS Dialogue with Investors Recognising the importance of timely dissemination of information to shareholders and other stakeholders, the Board is committed to ensuring that the shareholders and other stakeholders are well informed of major developments of the Company and the information is communicated to them through the following: (i) (ii) (iii) the Annual Report; the various disclosures and announcements made to Bursa Malaysia Securities Berhad including the Quarterly Results and Annual Results; and the website at www.kamdar.com.my which shareholders as well as members of the public are invited to access for the latest information on the Group. Executive 1 1 2 2 2 Non-Executive 1 2 -
General Meetings The Companys Annual General Meeting (AGM) serves as a principle forum for dialogue with shareholders. Shareholders are encouraged to meet and communicate with the Board at the AGM and to vote on all resolutions. Extraordinary General Meetings is held as and when required. ACCOUNTABILITY AND AUDIT Financial Reporting The Directors are responsible to present a true and fair assessment of the Groups position and prospects in the annual reports and quarterly reports. The quarterly financial results were reviewed by the Audit Committee and approved by the Board of Directors prior to submission to Bursa Malaysia Securities Berhad. A statement by the Directors of their responsibilities in the preparation of financial statements is set out in the ensuing section.
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The duties and responsibilities of the Audit Committee shall be:to consider the nomination of external auditors, the audit fees and any question of resignation or dismissal; to oversee all matters pertaining to audit including the review of the audit plan and report; to review the adequacy of existing external audit arrangements, with particular emphasis on the scope and quality of the audit; to discuss problems and reservations arising from the interim and final results, and any matters the external auditors may wish to discuss (in the absence of management where necessary); to review the quarterly interim results, half-year, annual financial statements and audit report, focusing on : any changes in accounting and operating policies and practices; significant adjustment arising from the audit; adequacy of disclosure of all information in the financial statements essential to a true and fair representation of the financial affairs of the Company and its subsidiary companies; and compliance with applicable approved accounting standards and business practices.
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Rights and Authority of the Audit Committee 2.3.1 The Company must ensure that whenever necessary and reasonable for the performance of its duties, the Audit Committee shall, in accordance with the procedures to be determined by the Board and at the cost of the Company to: 3. investigate any matters within its terms of reference; have adequate resources which it needs to perform its duties; have full access to any information which it requires in the course of performing its duties; have unrestricted access to the chief executive officer and the chief financial officer; have direct communication channels with the external and internal auditors (if any) and convene meetings with external auditors and internal auditors or both, excluding the attendance of other directors and employees of the Company; have access to independent professional or other advice in the performance of its duties at the cost of the Company; and be able to invite outside professionals with relevant experience and expertise to attend its meetings, if necessary.
MEETINGS 3.1 The Committee shall convene at least four (4) regular meetings a year and such additional meetings as the Chairman shall determine. The Chairman shall convene a meeting of the Committee, if so requested by any member of the Committee, the Management of the Group, the internal auditors or the external auditors.
3.2 The external auditors shall have the right to appear and be heard at any meetings of the Committee and appear before the Committee upon request by the Committee. 3.3 The Head of Internal Audit and a representative of the external auditors shall attend all meetings of the Committee. Other members of the Board may attend meetings of the Committee upon its invitation. 3.4 The quorum for any meeting of the Committee shall be two (2) members present in person, both of whom present shall be independent Non-Executive directors.
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Information and Communication Management promotes good working relationship at all levels by ensuring information and communication channels are open and sinuous with the needs of the organization. The system integration exercise which will give greater enhancement to the Groups financial reporting and monitoring function while providing real-time information for decision making purposes is expected to be completed by the end of the Quarter 1, 2010.
Regular branch operation meetings are held as a formal platform for Branch Managers to communicate operational directives obtained from headquarters and to discuss matters relating to their respective branchs performances. Where necessary, internal memorandums are issued to all outlets as a form of communicating and enforcement of new directives from Management.
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Committee of Sponsoring Organisations of the Treadway Commission 21 KAMDAR GROUP (M) BHD
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Directors Report
The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2009. PRINCIPAL ACTIVITIES The principal activity of the Company is investment holding. The principal activities of its subsidiary companies and associate company are disclosed in Note 12 and 13 to the Financial Statements. There have been no significant changes in the nature of these activities of the Company and its subsidiary companies and associate company during the financial year. FINANCIAL RESULTS Net profit for the financial year Attributable to:Equity holders of the Company Minority interests Group RM 19,535,321 Company RM 4,170,925
4,170,925 4,170,925
DIVIDENDS No dividends has been paid or declared by the Company since the end of previous financial year. The Directors do not recommend any dividends in respect of the current financial year. RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the Notes to the Financial Statements. ISSUE OF SHARES AND DEBENTURES During the financial year, the Company has increased its issued and paid up share capital from RM126,235,102 to RM197,990,002 by way of issuance of 71,754,900 ordinary shares of RM1 each through the conversion of 71,754,900 Irredeemable Convertible Unsecured Loan Stocks (ICULS) of RM1 each on the basis of one new ordinary share for every one ICULS exercised. The new ordinary shares issued during the financial year ranked pari passu in all respect with the existing ordinary shares of the Company. There were no debentures issued during the financial year. INFORMATION ON THE FINANCIAL STATEMENTS Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:(a) (b) to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all bad debts had been written off and that adequate allowance had been made for doubtful debts; and to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their values as shown in the accounting records of the Group and of the Company have been written down to an amount which they might be expected so to realise. which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent; or which would render the values attributed to current assets in the financial statements of the Group and of the Company misleading; or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
At the date of this report, the Directors are not aware of any circumstances:(a) (b) (c)
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OTHER STATUTORY INFORMATION The Directors state that:At the date of this report, they are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. In the opinion of the Directors:(a) (b) the results of operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; or there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.
DIRECTORS The Directors in office since the date of the last report are:Bipinchandra A/L Balvantrai Jayesh R Kamdar A/L Rajnikant Paresh R. Kamdar Datuk Emam Mohd Haniff bin Emam Mohd Hussain Dato Dr. Shanmughanathan A/L Vellanthurai Kamal Kumar Kishorchandra Kamdar Rajnikant A/L B.M. Kamdar (alternate to Paresh R. Kamdar) Hamendra A/L B.M. Kamdar Harjeet Singh A/L Sardara Singh (appointed on 12.1.2009) Chia Lee Hoon (appointed on 2.3.2009)
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Direct Interest Bipinchandra A/L Balvantrai Hamendra A/L B.M. Kamdar Jayesh R Kamdar A/L Rajnikant Kamal Kumar Kishorchandra Kamdar Paresh R. Kamdar Rajnikant A/L B.M. Kamdar
By virtue of the Directors interests in the shares of the Company, Directors having interest in the shares of the Company are also deemed interested in the shares of its related corporations to the extent that the Company has an interest under Section 6A of the Companies Act, 1965. No other Directors held any shares or had any interest in shares of the Company and its related corporations during the financial year. DIRECTORS BENEFITS During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (except as disclosed in the Notes to the Financial Statements) by reason of a contract made by the Company or 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. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR Significant events during the financial year are disclosed in Note 36 to the Financial Statements.
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DIRECTORS
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KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) STATEMENT BY DIRECTORS In the opinion of the Directors, the financial statements set out on pages 31 to 73 are drawn up in accordance with the 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 position of the Group and of the Company as at 31 December 2009 and of the financial performance and cash flows of the Group and of the Company for the financial year then ended. On behalf of the Board,
STATUTORY DECLARATION I, Jayesh R Kamdar A/L Rajnikant, being the Director primarily responsible for the financial management of Kamdar Group (M) Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements set out on pages 31 to 73 are 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 in the Federal Territory this day of 27 April 2010 Before me: Commissioner for Oaths KAMDAR GROUP (M) BHD
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Independent Auditors Report (Contd) 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.
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KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) BALANCE SHEETS AS AT 31 DECEMBER 2009 Group Company
Note
EQUITY
Share capital Reserves
2009 RM
2008 RM
126,235,102 25,757,239 151,992,341 151,992,341 19,625,556 2,532,707 590,594 22,748,857 174,741,198
2009 RM
2008 RM
126,235,102 67,453,653 193,688,755 193,688,755 193,688,755
5 6
NON-CURRENT LIABILITIES
7 8 9
Represented by:PROPERTY, PLANT AND EQUIPMENT PREPAID LAND LEASE PAYMENTS INVESTMENT IN SUBSIDIARY COMPANIES INVESTMENT IN ASSOCIATE COMPANY DEFERRED TAX ASSETS GOODWILL FIXED DEPOSITS WITH LICENSED BANKS
10 11 12 13 8 14 15 16 17 18 19
153,979,654 6,516,464 251,000 373,506 4,638,731 97,730,935 8,016,551 4,561,852 713,382 661,405 12,436,949 162,386 124,283,460 7,157,674 6,561,078 3,192,409 55,451,030 270,098 931,987 73,564,276 50,719,184 216,478,539
157,402,771 6,993,668 614,649 433,506 2,550,998 98,363,022 7,218,271 6,255,218 1,881,023 540,000 13,083,642 127,341,176 5,124,727 6,817,676 107,482,091 462,410 708,666 120,595,570 6,745,606 174,741,198
256,430,002 23,722 1,674,303 1,698,025 1,161,224 26,431,000 2,902,409 4,285,716 34,780,349 (33,082,324) 223,347,678
256,430,002 508,649 55,000 11,532 200,000 778,768 1,045,300 1,555,760 704,840 62,034,596 64,295,196 (63,249,896) 193,688,755
CURRENT ASSETS
Inventories Trade receivables Other receivables, deposits and prepayments Amount due from subsidiary companies Amount due from an associate company Tax recoverables Fixed deposits with licensed banks Cash and bank balances Non-current asset held for sale Total current assets
20
CURRENT LIABILITIES
Trade payables Other payables and accruals Amount due to subsidiary companies Amount due to directors Short term borrowings Finance lease liabilities Tax payables Total current liabilities
18 21 7 9
31
KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) INCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 Note Group Company
2009 RM
2008 RM
2009 RM
Revenue Cost of sales Gross profit Other income Selling and distribution expenses Administration expenses Other expenses Profit/(loss) from operations Finance costs Share of loss of associate company Profit/(loss) before taxation Taxation Net profit / (loss) for the financial year Attributable to:Equity holders of the company Minority interests
22
182,416,634 (114,072,796) 68,343,838 1,456,032 (3,232,080) (46,277,507) (606,843) 19,683,440 (4,630,469) 15,052,971 (6,571,127) 8,481,844 6.7 4.4
23
24
(2,033,733) (93,859)
25 26
27(a) 27(b)
11.5 -
32
KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 Distributable Retained profits RM Total RM 8,481,844 6,209,463 (6,209,463) (830) 19,552,945 (6,209,463) (830) 19,552,945 147,735,270 171,544,456 125,909,944 143,510,497 8,481,844 Minority interest RM 17,624 (17,624) Total equity RM 143,510,497 8,481,844 151,992,341 6,209,463 17,624 (6,209,463) (830) 19,535,321 171,544,456
Group 110,000 110,000 110,000 (176,580,000) 2,290,014 (830) (65,545,437) 65,545,437 (176,580,000) 2,290,014 (92,300) 65,637,737 (176,580,000) 2,290,014 -
Share capital RM
Share premium RM
Attributale to equity holders of the Company Non-distributable ICULS Foreign currency (equity Merger Capital translation component) deficit reserve reserve RM RM RM RM
126,142,802
92,300
126,235,102
134,391,788 151,992,341
71,754,900
197,990,002
Company (65,545,437) 65,545,437 (92,300) 65,637,737 5,215,896 196,996,435 (3,307,680) (6,209,463) 4,170,925 (3,307,680) 1,908,216 193,688,755 6,209,463 (6,209,463) 4,170,925 (130,322) 197,859,680 196,996,435 (3,307,680) 193,688,755 6,209,463 (6,209,463) 4,170,925 197,859,680 92,300 -
126,142,802
126,235,102
71,754,900
197,990,002
33
KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009
Group Company
2008 RM
2009 RM
2008 RM
26,012,425
15,052,971
4,739,641
(2,703,976)
Adjustments for: Allowances for obsolete inventories Allowance for obsolete inventories no longer required Amortisation Allowance for doubtful debts Bad debts written off Waiver of bond Depreciation Goodwill written off (Gain)/loss on disposal of property, plant and equipment Interest expenses Interest income Inventories written off Property, plant and equipment written off Share of loss of investment in associate company Operating profit/(loss) before working capital changes Changes in working capital:Inventories Payables Receivables Subsidiary companies Associate company Cash generated from/(used in) operations Interest received Interest paid Tax paid Net cash generated from/(used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Dividend received Investment in associate company Proceeds from disposal of property, plant and equipment Purchase of property, plant and equipment (Note A) Net cash generated from/(used in) investing activities
(1,874,471) 76,973 88,281 13,576 (5,000,000) 4,998,389 60,000 (3,757,067) 2,033,733 (156,873) 3,575,386 2,672 93,859 26,166,883
(1,068,828) 1,776,349 793,229 (713,382) 26,954,251 156,873 (2,033,733) (4,430,952) 20,646,439 (93,859) 6,476,325 (3,778,648) 2,603,818
(11,567,095) (2,333,935) (826,890) 12,216,372 144,532 (4,630,469) (4,747,246) 2,983,189 211,684 (8,106,807) (7,895,123)
(394,536) 46,857 25,781,160 (3,245,160) 25,454,312 (3,208,176) 8,417 2,456 (336,464) (2,696,559) (72,257) (75,468) 25,054,008 (5,977,747) 8,516,719 8,516,719
34
KAMDAR GROUP (M) BERHAD (Incorporated in Malaysia) CASH FLOW STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 (CONT'D)
Group 2009 RM CASH FLOWS FROM FINANCING ACTIVITIES Advance from directors Bankers' acceptances Drawdown of term loans Placement of fixed deposits Payment of ICULS Repayment of finance lease liabilities Repayment of term loans Repayment of bond Revolving credits Trust receipts Net cash used in financing activities CASH AND CASH EQUIVALENTS Net changes Brought forward Carried forward (Note B) NOTES TO CASH FLOW STATEMENTS A. PROPERTY, PLANT AND EQUIPMENTS During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM4,058,648 (2008: RM8,411,807) of which RM280,000 (2008: RM305,000) were acquired by means of hire purchase. Cash payments of RM3,778,648 (2008: RM8,106,807) were made to purchase the property, plant and equipment. B. CASH AND CASH EQUIVALENTS COMPRISE OF :Group 2009 RM Fixed deposits with licensed banks Bank overdrafts Cash and bank balances Effect of exchange rate changes (4,882,286) 12,436,949 1,539 7,556,202 2008 RM 540,000 (1,592,419) 13,083,642 12,031,223 Company 2009 2008 RM RM 1,674,303 1,674,303 200,000 778,768 978,768 3,192,409 488,000 30,000,000 (2,087,733) (2,034,536) (556,451) (6,120,536) (55,000,000) 4,400,000 (6,431) (27,725,278) 2008 RM 1,197,000 16,463,244 (65,001) (1,864,291) (353,350) (17,248,978) (59,127) (1,930,503) Company 2009 2008 RM RM 2,902,409 30,000,000 (2,034,596) (226,286) (55,000,000) (24,358,473) (1,864,291) (1,864,291)
35
(b)
(c)
(d)
(e)
36
37
(b) Adoption of Revised Financial Reporting Standards (FRSs) (contd) 10) 11) 12) 13) 14) 15) 16) 17) 18) 19) 20) 21) 22) 23) 24) 25) 26) 27) 28) 29) 30) 31) 32) 33) 34) 35) 36) 37) 38) 39) 40) 41) 42) 43) 44) 45) 46) 47) 48) 49) 50) FRS 7 Amendment to FRS 7 Amendment to FRS 7 (@) FRS 8 Amendment to FRS 8 FRS 101 Amendment to FRS 107 Amendment to FRS 108 Amendment to FRS 110 Amendment to FRS 116 Amendment to FRS 117 Amendment to FRS 118 Amendment to FRS 119 Amendment to FRS 120 FRS 123 Amendment to FRS 123 Amendments to FRS 127 FRS 127 (#) Amendment to FRS 128 Amendment to FRS 129 Amendment to FRS 131 Amendment to FRS 132 Amendment to FRS 132 (^) Amendment to FRS 132 (@) Amendment to FRS 134 Amendment to FRS 136 Amendments to FRS 138 Amendments to FRS 138 (#) FRS 139 Amendment to FRS 139 Amendment to FRS 140 IC Interpretation 9 Amendments to IC Interpretation 9 (#) IC Interpretation 10 IC Interpretation 11 IC Interpretation 12 (#) IC Interpretation 13 IC Interpretation 14 IC Interpretation 15 (#) IC Interpretation 16 (#) IC Interpretation 17 (#) Financial Instruments: Disclosures Financial Instruments: Disclosures Improving Disclosures about Financial Instruments Operating Segments Operating Segments Presentation of Financial Statements (Revised) Statement of Cash Flows (formerly known as Cash Flow Statements) Accounting Policies, Changes in Accounting Estimates and Errors Events after the Reporting Period (formerly known as Events after the Balance Sheet Date) Property, Plant and Equipment Leases Revenue Employee Benefits Accounting for Government Grants and Disclosure of Government Assistance Borrowing Costs Borrowing Costs Consolidated and Separate Financial Statements Consolidated and Separate Financial Statements Investments in Associates Financial Reporting in Hyperinflationary Economies Interests in Joint Ventures Financial Instruments: Presentation Financial Instruments: Presentation Financial Instruments: Presentation Interim Financial Reporting Impairment of Assets Intangible Assets Intangible Assets Financial Instruments: Recognition and Measurement Financial Instruments: Recognition and Measurement Investment Property Reassessment of Embedded Derivatives Reassessment of Embedded Derivatives Interim Financial Reporting and Impairment FRS 2 - Group and Treasury Share Transactions Service Concession Arrangements Customer Loyalty Programmes FRS 119 - The Limit on a Defined Benefit Asset, Minimum Funding Requirements and their Interaction Agreements for the Construction of Real Estate Hedges of a Net Investment in a Foreign Operation Distributions of Non-cash Assets to Owners
38
3.
(b) Adoption of Revised Financial Reporting Standards (FRSs) (contd) All the above Amendments, IC Interpretations and FRSs will be effective for accounting period beginning on or after 1 January 2010, other than FRS 8, those marked with (^), (#) and (@) which will be applicable to accounting period beginning on or after 1 July 2009, 1 March 2010, 1 July 2010 and 1 January 2011 respectively. Existing FRS1, FRS3, FRS127 as well as FRS2012004 will be withdrawn upon adoption of new requirements effective from 1 July 2010. FRS 4, Amendment to FRS 120, Amendment to FRS 129, Amendments to FRS 138, Amendments to FRS 138 (#), Amendments to FRS 140, IC Interpretation 11, 12 (#), 14, 15, and 17(#) are not expected to be relevant to the operations of the Group and of the Company. The directors anticipate that the other FRS, amendments to FRS and IC Interpretations will be adopted in the annual financial statements of the Group and of the Company for the financial year commencing 1 January 2010 and that the adoption of these new/revised FRS, amendments to FRS and IC Interpretations will have no material impact on the financial statements of the Group and of the Company in the period for initial application except for the following: FRS 3 Business Combination The revised standard continues to apply the acquisition method to business combinations, with some significant changes. All payments to purchase a business are to be recorded at fair value at the acquisition date, with contingent payments classified as debt subsequently re-measured through the income statement. There is a choice to measure the non-controlling interest in the acquiree at fair value or at the non-controlling interests proportionate share of the acquirees net assets. All acquisition-related costs should be expensed. FRS 7 Financial Instruments: Disclosures FRS 7 and the consequential Amendment to FRS 101 - Presentation of Financial Statements require disclosure of information about the significance of financial instruments for the Groups and of the Companys financial position and performance, nature and extent of risks arising from financial instruments and the objectives, policies and processes for managing capital FRS 8 Operating Segments FRS 8, which replaces FRS 1142004 - Segment Reporting, requires the identification of operating segments based on internal reports that are regularly reviewed by the Groups chief operating decision maker in order to allocate resources to the segments and to assess their performance. Currently, the Group identifies two sets of segments (business and geopgraphical) using a risks and rewards approach, with the Groups system of internal financial reporting to key management personnel serving only as the starting point for the identification of such segments. As a result, following the adoption of FRS 8, the identification of the Groups reportable segments may change. FRS 123 Borrowing Costs FRS 123 eliminates the option available under the previous version of FRS 123 to recognise all borrowing costs immediately as an expense. The Group and the Company shall capitalise borrowing costs that are directly attributable to the acquisition, construction or production of a qualifying asset as part of the cost of that asset.
39
40
41
Notes To The Financial Statements (Contd) 3. SIGNIFICANT ACCOUNTING POLICIES (CONTD) (d) Basis of consolidation The consolidated financial statements comprises the financial statements of the Company and its subsidiary companies as at the balance sheet date. The financial statements of the subsidiary companies are prepared for the same reporting date as the Company. Acquisition of subsidiary companies are accounted for using the purchase method except for Kamdar (South) Sdn. Bhd., Kamdar Sdn. Bhd., Pusat Membeli-belah Kamdar Sdn. Bhd., Pusat Membeli-belah Kamdar (Penang) Sdn. Bhd. and Kesar Sdn. Bhd. Which are consolidated using merger method of accounting. Under the purchase method of accounting, the results of subsidiary companies acquired are included in the consolidated income statements from the date on which the control is transferred to the Group and are no longer consolidated from the date that control ceases. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of assets given, liabilities incurred or assumed, and equity instruments issued, plus any cost directly attributable to the acquisition. Any excess of the cost of the acquisition over the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represent goodwill. Any excess of the Groups interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in the income statements Under the merger method of accounting, the results of the subsidiary companies are accounted on a full year basis irrespective of the date of merger. The difference between the nominal value of shares issued as consideration for the merger and the nominal value of the shares received will be adjusted against reserves. In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gain or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for the like transaction and events in similar circumstances. (e) Subsidiary companies Subsidiary companies are entities over which the Group or the Company has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity. In the Companys separate financial statements, investments in subsidiary companies are stated at cost less impairment losses. Where an indication of impairment exists, the carrying amount of the subsidiary company is assessed and written down immediately to its recoverable amount. On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is charged or credited to the income statements.
42
Restoration cost relating to an item of property, plant and equipment is capitalised only if such expenditure is expected to increase the future benefits from the existing property, plant and equipment beyond its previously assessed standard of performance.
43
44
45
(o)
Foreign currency conversion and translation The financial statements are presented in Malaysia Ringgit, which is also the functional currency of the holding company. Transactions in foreign currencies are recorded in Ringgit Malaysia at rates of exchange ruling at the date of the transactions. Foreign currency monetary assets and liabilities are translated at exchange rates ruling at balance sheet date. The assets and liabilities of the foreign entities, including goodwill and fair value adjustments arising on the acquisitions, are translated to Ringgit Malaysia at the closing rates at the balance sheet date. The operating results are translated to Ringgit Malaysia at the exchange rates at the average rates during the financial year. Gains and losses resulting from settlement of such transactions and conversion of monetary assets and liabilities, whether realised or unrealised, are included in the income statement as they arise. Financial statements of foreign consolidated subsidiary companies are translated at year-end exchange rates with respect to the assets and liabilities. All resulting translation differences are included in the foreign exchange reserve in shareholders equity. On disposal of a foreign entity, the cumulative amount of exchange differences deferred in equity relating to that foreign entity is recognised in the income statement as a component of the gain or loss on disposal. All other foreign exchange differences are taken to the income statement in the financial year in which they arise. The principal closing rates of exchange of the foreign currencies applicable in the preparation of the financial statements were as follows:2009 RM 1 US Dollar 1 Brunei Dollar 1 South African Rand 3.42 2.43 0.46 2008 RM 3.47 -
46
(q)
classified as liability are reported as expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity. as equity are charged directly to equity. Financial instruments are offset when the Group has a legally enforceable right to set off the recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability simultaneously.
47
Under the effective interest rate method, the interest expense on the liability component is calculated by applying the prevailing market interest rate for a similar non-convertible loan stocks to the instrument. The difference between this amount and the interest paid is added to the carrying value of the convertible loan stocks.
(t) Cash and cash equivalents Cash and cash equivalents comprise cash on hand, bank balances, demand deposits, fixed deposits pledged to financial institutions, bank overdrafts and short term highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. u) Employee benefits (i) Short term benefits Wages, salaries, bonuses and social security contributions are recognised as an expense in the period in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined contribution plans Obligations for contributions to defined contribution plans such as Employees Provident Fund (EPF) are recognised as an expense in the income statement as incurred. (v) Intersegment transfers Segment revenues, expenses and result include transfers between segments. The prices charged on intersegment transactions are the same as those charged for similar goods to parties outside of the economic entity at an arms length transactions. These transfers are eliminated on consolidation. (w) Assets acquired under lease agreements Accounting by lessees Finance leases The cost of property, plant and equipment acquired under hire purchase arrangements are capitalised. The depreciation policy on these property, plant and equipment is similar to that of the Groups property , plant and equipment depreciation policy. Outstanding obligations due under the hire purchase arrangements after deducting finance expenses are included as liabilities in the financial statements. Finance charges on hire purchase agreements are allocated to income statement over the period of the respective agreements.
48
49
50
5.
Authorised: Ordinary shares of RM1 each At beginning/end of financial year Issued and fully paid: Ordinary shares of RM1 each At beginning of financial year Ordinary shares issued during the financial year: Pursuant to conversion of ICULS At end of financial year 6. RESERVES
2009 RM Share premium ICULS (equity component) (Note 29) Merger reserve Capital reserve Translation reserve Total non-distributable Retained profits Group 2008 RM
2009 RM
Company
2008 RM -
(130,322) (130,322)
7.
BORROWINGS
Short Term Borrowings Secured: Bankers acceptances Bank overdrafts Revolving credit Term loans Trust receipt
Unsecured: ICULS (liability component) (Note 29) Bond (Note 30) 55,451,030 2,034,596 60,000,000 107,482,091 4,285,716 2,034,596 60,000,000 62,034,596
Group
2009 RM
Company
2008 RM -
4,285,716 4,285,716
51
Long Term Borrowings Secured: Term loans Total Borrowings Bankers acceptances Bank overdrafts Revolving credit Term loans ICULS (liability component) (Note 29) Trust receipts Bonds (Note 30)
2009 RM
2008 RM
2009 RM
2008 RM
41,672,921
19,625,556
25,487,998
37,085,000 1,592,419 26,348,829 2,034,596 46,803 60,000,000 127,107,647 107,482,091 17,278,008 2,347,548 127,107,647
Maturity of borrowings: Within one year More than 1 year and less than 5 years After 5 years
The bankers acceptances, bank overdrafts, revolving credits and trust receipts of the Group are secured by: (a) (b) (c) (d) (e) fixed charge over certain subsidiary companies landed properties; negative pledge over the assets of certain subsidiary companies; a pledge of fixed deposits of a subsidiary company; joint and several guarantees by the Directors; and corporate guarantee by the Company and its subsidiary company.
The secured term loans of the Group are secured by: (a) (b) (c) (d) legal charge on certain subsidiary companies landed properties; assignment of rental proceeds over the abovementioned properties; joint and several guarantees by the Directors; and corporate guarantee by the Company.
The secured term loan of the Company is secured by: a) legal charge on certain subsidiary companies landed properties.
52
508,649 (508,649) -
Presented after appropriate offsetting as follows:2009 RM Deferred tax assets Deferred tax liabilities Group 2008 RM 614,649 (2,532,707) (1,918,058) 2009 RM Company 2008 RM 508,649 508,649
The components of deferred tax assets and liabilities during the financial year prior to offsetting are as follows:Deferred tax assets
2009 RM ICULS (equity component) Excess of property, plant and equipments carrying amounts over its tax base Unutilised tax losses Unabsorbed capital allowances 170,000 81,000 251,000 Group 2008 RM 508,649 106,000 614,649 2009 RM Company 2008 RM 508,649 508,649
Fair value adjustment in acquisition of subsidiary companies Excess of property, plant and equipments carrying amounts over its tax base
53
2009 RM
Group
Payable within 1 year Payable after 1 year but not later than 5 years Less: Interest in suspense
Present value of finance lease liabilities - within 1 year - after 1 year but not later than 5 years
2009 RM At beginning of financial year Recognised in income statements (Note 26) At end of financial year
Group
2009 RM
Company
2008 RM
508,649 (508,649) -
Presented after appropriate offsetting as follows:2009 RM Deferred tax assets Deferred tax liabilities Group 2008 RM 614,649 (2,532,707) (1,918,058) 2009 RM Company 2008 RM 508,649 508,649
54
10.
Group Motor vehicles RM 4,792,256 737,932 (913,654) 4,616,534 492,354 (133,646) 155 4,975,397 2,553,880 555,907 (693,667) 1,101,711 138,419 116,036 1,392,434 4,409,389 13,138,359 4,525,425 1,240,130 1,103,474 12,481,510 1,154,190 2,416,120 549,156 (122,711) 2,842,565 2,132,832 2,200,414 25,363,896 4,866,507 ( 9,641) (165,461) 30,055,301 3,475,211 (18,756) (9,375) 3,263 33,505,644 13,324,945 2,442,927 (4,440) (79,489) 15,683,943 2,186,694 (11,049) (10,083) 278
Cost 80,123,650 80,123,650 14,004,244 11,337,546 2,666,698 5,801,823 2,115,231 140,670 2,255,901 91,083 (3,380) 2,343,604 958,691 143,020 -
Freehold land RM
Freehold buildings RM
Total 2009 RM 182,238,865 8,411,807 (923,295) (165,461) 189,561,916 4,058,648 (2,541,987) (12,755) (183,312) 3,418 190,885,928 27,653,824 5,282,917 (698,107) (79,489) 32,159,145 4,998,389 (220,529) (10,083) (20,926) 278
52,704,463 -
At 31.12.2008
52,704,463
5,801,823
5,801,823 1,160,362 116,036 1,276,398
Additions Disposals Written off Reclassified as held for sale Exchange difference (606,907) (183,312) 79,333,431 8,979,250 1,835,868 10,815,118 1,822,930 (58,494) (20,926) 12,558,628 66,774,803 69,308,532 185,154 (28,275) 865,855 676,696 189,159 13,504,244 (500,000) -
(1,282,678) -
At 31.12.2009 -
51,421,785
Accumulated depreciation At 1.1.2008 Charge for the financial year Disposal Written off
At 31.12.2008
Charge for the financial year Disposals Write off Reclassified as held for sale Exchange difference
At 31.12.2009
1,022,734
17,849,783
15,655,861 14,371,358
51,421,785
2008
52,704,463
55
Notes To The Financial Statements (Contd) 10. PROPERTY, PLANT AND EQUIPMENT (CONTD) (i) Net book value of certain land and buildings of the subsidiary companies amounting to RM57,035,926 (2008: RM58,241,182) are charged to licensed banks as security for banking facilities granted to the subsidiary companies. (ii) Title deeds of land and building of certain subsidiary companies costing RM19,886,594 (2008: RM15,852,772) are yet to be transferred to the respective subsidiary companies. (iii) Included in property, plant and equipment of the Group are motor vehicles with net book value of RM1,306,225 (2008: RM1,584,292) held under hire purchase arrangements.
11.
Cost/ Valuation At beginning of financial year Disposal At end of financial year Accumulated amortization At beginning of financial year Amortisation charged to income statements Disposal At end of financial year Analysed as:Long term leasehold land
2009 RM
Group
Leasehold land with an aggregate carrying amount of RM3,053,672 (2008: RM2,917,350) are pledged as securities for borrowings.
56
Company
2008 RM
256,430,002
256,430,002
A detailed list of subsidiary companies incorporated in Malaysia are as follows:Name of company Kamdar Sdn. Bhd. Pusat Membeli-belah Kamdar Sdn. Bhd. Pusat Membeli-belah Kamdar (Penang) Sdn. Bhd. Kamdar (South) Sdn. Bhd. Kesar Sdn. Bhd. Kamdar Holdings Sdn. Bhd. Kamdar Stores Sdn. Bhd. Mint Saga (M) Sdn. Bhd. Kamdar (B) Sdn. Bhd. % effective equity interest 2009 2008 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 100 Principal activities Retail of textile and textile-based products Retail of textile and textile-based products Retail of textile and textile-based products Retail of textile and textile-based products Importers, exporters, retailer and wholesaler of textile and textile-based products Letting out of properties Letting out of properties Warehouse and distribution centre Property investments Country of incorporation Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia Malaysia
Held by Pusat Membeli-Belah Kamdar Sdn. Bhd. Beauty Gallant Sdn. Bhd. Held by Kesar Sdn. Bhd. Orisea Trade Sdn. Bhd. Held by Kamdar (B) Sdn. Bhd. * Kamdar (Bru) Sdn. Bhd. 70 Retail of textile and textile-based products Brunei 100 100 Letting moveable and immovable assets Malaysia 100 100 Letting out of properties Malaysia
13.
Group and Company 2009 2008 RM RM Unquoted shares, at cost Less: Share of post acquisition result 93,859 (93,859) Share of net assets (55,380)
57
Notes To The Financial Statements (Contd) 13. INVESTMENT IN ASSOCIATE COMPANY (CONTD)
Group and Company 2008 2009 RM RM The summarised results of the associate is as follow: Revenue Expenses Taxation
Details of associate company are as follow :Name of company Held by Kamdar South Sdn. Bhd. * Mayfair Fabrics and Linen (Proprietary) Limited (formerly known as Forlor (Proprietary) Limited) 45 Retail of textile and textile-based products South Africa % effective equity interest 2008 2009 Principal activities Country of incorporation
14.
GOODWILL
Group
The fixed deposits with licensed banks have been pledged to licensed bank as security for banking facilities granted to a subsidiary company.
58
Notes To The Financial Statements (Contd) 16. INVENTORIES Group Inventories consist of textiles and textile-based products for sale
At cost:Textiles and textiles based products Less: Allowance for obsolete inventories
Group
2008 RM
Credit terms for trade receivables range from 30 to 120 days. 18. AMOUNT DUE FROM/(TO) SUBSIDIARY COMPANIES Company The amount due from/(to) subsidiary companies are unsecured, interest free and have no fixed term of repayment. 19. AMOUNT DUE FROM AN ASSOCIATE COMPANY
2009 RM Amount due from an associate company - trade - advances 92,004 621,378 713,382
Group
2008 RM -
59
Notes To The Financial Statements (Contd) 19. AMOUNT DUE FROM AN ASSOCIATE COMPANY (CONTD) The trade amount due from an associate company is unsecured, interest free and has no fixed term of repayment. The advances to an associate company are subject to 8% (2008: Nil) per annum and are repayable on each financial year end. The advances are subordianted in favour of creditors until the associate company returns to solvent position. 20. NON-CURRENT ASSET HELD FOR SALE The non-current asset classified as held for sale as at 31 December 2009 is as follow:-
The amount due to Directors are unsecured, interest free and have no fixed term of repayment. REVENUE
2009 RM Sales of goods Group 2008 RM 182,416,634 2009 RM Company 2008 RM -
193,747,834
23.
OTHER INCOME
Allowance for obsolete inventories no longer required Waiver of bond Bond interest waived Gain on disposal of property plant and equipment Interest income Insurance claim Machine collection Other Income Realised gain on foreign exchange Rental Income 2009 RM 1,874,471 5,000,000 366,199 3,758,500 156,873 84,705 5,859 2,128 34,656 990,425 12,273,816
Group
2009 RM
Company
60
Interest expense: - ICULS - Bonds - term loans - bank overdrafts and revolving credits - finance payable - bankers acceptance
25.
PROFIT/(LOSS) BEFORE TAXATION Profit/(loss) before taxation has been determined after charging amongst other items the following:2009 RM Allowances for obsolete inventories Amortisation Audit fee - current year - under provided in prior financial year Allowance for doubtful debts Bad debts written off Depreciation Directors remuneration - fees - other emoluments Goodwill written off Inventories written off Rental expenses Loss on disposal of property, plant and equipment Property, plant and equipment written off Group 2008 RM 1,874,471 80,179 128,000 13,740 68,341 5,282,917 121,200 3,029,853 3,697,174 13,504 85,972 2009 RM Company 2008 RM 15,000 3,000 153,981 25,000 15,000 3,000 121,200 18,000 -
76,973 1 60,573 16,282 88,281 13,576 4,998,389 218,981 3,330,697 60,000 3,575,386 6,911,505 1,433 2,672
The estimated monetary value of benefits provided to the Directors of the Group during the financial year amounted to RM123,400 (2008: RM114,883).
61
Notes To The Financial Statements (Contd) 25. PROFIT/(LOSS) BEFORE TAXATION (CONTD) The details of Directors remunerations of the Group and of the Company are as follows:2009 RM (i) Directors of the Group Executive Directors - Salary & Bonus - Fees - Contribution to defined benefit plan - Meeting allowance Non Executive Directors - Fees - Meeting allowance Group 2008 RM 2009 RM Company 2008 RM
26. TAXATION
2009 RM Income tax:Provision for current financial year Under / (over) provision in prior financial year Group 2008 RM 2009 RM Company 2008 RM
3,091,000 3,091,000
Deferred tax:Relating to origination and reversal of temporary differences (Note 8) Relating to crystallisation of deferred tax asset (Note 8) Underprovision in previous financial year (Note 8)
62
Notes To The Financial Statements (Contd) 26. TAXATION (CONTD) A reconciliation of income tax expense applicable to profit/(loss) before taxation at the statutory income tax rate to income tax expense at the effective tax rate of the Group and of the Company is as follows:G roup Company
2009 RM Profit / (loss) before taxation Income tax at rate of 25% (2008: 26%) Tax effect in respect of : Non-allowable expenses Effect of income subject to the tax rate of 20% for small medium enterprise Expenses subject to double deduction Income not subject to tax Changes in tax rate Current financial year tax expense Under / (over) provision of tax in prior financial year Underprovision of deferred tax in prior financial year 1,950,652 26,012,425 6,503,106
2009 RM
2008 RM
4,739,641 1,184,910
(2,703,976) (703,034)
63
Notes To The Financial Statements (Contd) 27. EARNINGS PER SHARE (a) Basic earnings per share Basic earnings per share of the Group is based on the net profit attributable to shareholders of RM19,552,945 (2008: RM8,481,884) and the weighted average number of ordinary shares in issue during the financial year of 169,887,137 (2008: 126,186,599).
2009 Net profit for the financial year (RM) Weighted average number of ordinary shares in issue Basic earnings per share (sen)
(b) Diluted earnings per share
For the purpose of calculating diluted earnings per share, the net profit for the financial year and the weighted average number of ordinary shares in issue during the financial year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. Irredeemable Convertible Unsecured Loan Stocks (ICULS) and Warrants.
2009 RM Net profit for the financial year After-tax effect of interest on ICULS Adjusted net profit for the financial year (RM) Weighted average number of ordinary share in issue Effect of dilution : ICULS Adjusted weighted average number of ordinary share in issue and issuable Diluted earnings per share (sen)
28. EMPLOYEE BENEFITS EXPENSES
2009 RM Salaries,wages and bonus Contribution to defined contribution plan Other benefits 20,730,466 1,885,680 1,877,694 24,493,840
Group
64
Notes To The Financial Statements (Contd) 29. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS On 10 November 2004, the Company issued RM72,000,000 nominal value of Irredeemable Convertible Unsecured Loan Stocks (ICULS). The terms of the conversion and the redemption of ICULS are as follows:(a) (b) (c) Conversion Ratio on the basis of 1 ICULS for 1 new ordinary share of RM1.00 in the Company. Conversion Right the registered holder of ICULS shall have the rights at any time during the conversion period to convert the ICULS at the conversion ratio. Conversion Period anytime from and including the second (2nd) anniversary date and ending on the day immediately preceding the fifth (5th) anniversary of the issue date. Any nominal value of ICULS not converted by 9 November 2009 will be automatically converted into new ordinary shares of the Company on the maturity date. The ICULS bear interest which is payable annually in arrears at 3% commencing from the date of issue of the ICULS on 10 November 2004 and the last payment shall be made on the maturity date on 9 November 2009. The new ordinary shares to be allocated and issued upon conversion of the ICULS will rank pari passu in all respects with the existing ordinary shares of the Company.
(d)
(e)
During the financial year, 71,754,900 ICULS were converted into ordinary shares in the Company. As at 31 December 2009, no outstanding ICULS (2008: RM71,754,900) as it had been full exercised. The proceeds received from the issue of the ICULS have been split between the liability component and the equity component, representing the fair value of the conversion option. The ICULS are accounted for in the balance sheets of the Group and of the Company as follows:-
Group and Company Equity component RM 65,545,437 ( 71,754,900) 6,209,463 Liability component RM 2,034,596 ( 2,147,627) 113,031 Group and Company Equity component RM 65,637,737 ( 92,300) 65,545,437 Liability component RM 3,898,887 (2,154,267) 289,984 2,034,604 Total RM 69,536,624 ( 92,300) (2,154,267) 289,984 67,580,041 Total RM 67,580,033 (71,754,900) 6 ,209,463 (2,147,627) 113,031 -
2009 At beginning of financial year Converted to ordinary shares Conversion difference Interest paid Interest expense At end of financial year
2008 At beginning of financial year Converted to ordinary shares Interest paid Interest expense At end of financial year
65
Notes To The Financial Statements (Contd) 29. IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (CONTD) The liability component at end of financial year is further analysed as follows:-
Interest expense on the ICULS is calculated on the effective yield basis by applying a coupon interest rate of 8% which is assumed to be equivalent to the prevailing market interest rate for non-convertible loan stocks at the date of issue. 30. BONDS
Unsecured : Bonds
On 10 November 2004, the Company issued RM60,000,000 nominal value of Bonds together with 50,000,000 detachable warrants. The bonds carry a maximum maturity period of five (5) years from the date of issuance on 10 November 2004 and bear a coupon rate of 4% per annum, which are payable annually for five (5) years up to maturity. The bonds, which are redeemable at the end of the fifth (5) years, are not listed on Bursa Malaysia Securites Berhad but tradable on Real Time Electronic Transfer of Funds and Securities (RENTAS). The bonds are secured by way of corporate guarantee by the Company. The salient features of the Warrants are as follows:(i) (ii) (iii) (iv) each Warrant entitles the registered holder at any time during the subscription period to subscribe for one new ordinary share of RM1.00 each at an exercise price of RM1.00 per ordinary share; the subscription price may be adjusted, where appropriate under circumstances provided for in the Deed Poll; the subscription period is five years from the date of issue; upon expiry of the subscription period, any unexercised rights will lapse and cease to be valid for any purposes.
The bonds have been redeemed during the financial year. 31. SIGNIFICANT RELATED PARTY TRANSACTIONS Identity of related parties For the purposes of these financial statements, 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 entities. The Group has a related party relationship with its subsidiaries (Note 12), associate company (Note 13), Directors and other key management personnel. 66 KAMDAR GROUP (M) BHD
Notes To The Financial Statements (Contd) 31. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTD) Related party transactions The following transactions were carried out with related parties:-
Group and Company Transactions with company in which a Director, Bipinchandra A/L Balvantrai has interest: Rental expenses paid to Kamdar Properties Sdn. Bhd. Company Management fees received/receivable from subsidiary companies
2009 RM
2008 RM
1,296,000
1,352,000
540,000
455,000
The Directors are of the opinion that the above transactions have been entered into in the normal course of business and have been established on terms and conditions that are not materially different from that obtainable in transactions with unrelated parties. Transactions with Key Management Personnel Key Management Personnel Compensation The remuneration of Directors and other members of key management personnel during the financial year are as follows:-
Group Salaries and other short-term employee benefits Post-employment benefits:Defined contribution plan
Other members of key management personnel comprise person other than the Directors of the Group, having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. Company The remuneration of key management personnel is same with the Directors remuneration as disclosed in Note 25 to the financial statements. The Company has no other members of key management personnel apart from the Board of Directors.
67
Notes To The Financial Statements (Contd) 32. SUMMARY EFFECT OF SUBCRIPTIONS OF A SUBSIDIARY COMPANY Group During the financial year, a wholly owned subsidiary company, Kamdar (B) Sdn. Bhd. has subscribed 70% equity interest in Kamdar (Bru) Sdn. Bhd., a company incorporated in Brunei, for a total cash consideration of Brunei Dollar 17,500 equivalent to RM41,123. The effect of the subscription of Kamdar (Bru) Sdn. Bhd. on the financial statement results of the Group in the current financial year is as follows:-
2009 RM
The effect of the subscription of Kamdar (Bru) Sdn. Bhd. on the financial position of the Group as at financial year end is as follows:-
2009 RM Property, plant and equipment Inventories Trade receivables and other receivables Cash and bank balances Trade payables Amount due to related parties Decrease in Groups net assets 567,433 1,356,310 43,019 136,982 (918,024) (1,682,244) (496,524) 2009 RM Cash and bank balances Minority interest Net assets subscribed Add: Goodwill Purchase consideration Less: Cash and bank balances subscribed Net cash inflow subscription of subsidiary companies
33.
The details of net assets subscribed as at the date of incorporation of Kamdar (Bru) Sdn. Bhd is as follows:-
SEGMENTAL REPORTING No segment reporting is prepared as the principal activities of the Group are predominantly carried out in Malaysia and are engaged in a single business segment of retailing textile and textile based products within the retailing industry.
68
Notes To The Financial Statements (Contd) 34. FINANCIAL INSTRUMENTS (a) Interest rate risk The interest rate risk that financial instruments values will fluctuate as a result of changes in market interest rates and the effective weighted average interest rates on classes of financial assets and financial liabilities are as follows:Less than 1 year RM 1 to 5 years RM After 5 years RM Effective interest rate during the financial year
Group 2009 Financial assets Fixed deposits with licensed banks Financial liabilities Bankers acceptances Bank overdrafts Finance lease liabilities Trust receipts Term loans Revolving credit 2008 Financial assets Fixed deposits with licensed banks Financial liabilities Bankers acceptances Bank overdrafts Finance payables Trust receipts Term loans ICULS (liability component) Bonds Company 2009 Financial liabilities Term loan 2008 Financial liabilities ICULS (liability component) Bonds
Total RM
4,638,731
1.50% - 3.70% 0.75% - 7.75% 6.90% - 9.75% 2.60% - 4.50% 7.30% - 8.50% 3.50% - 7.50% 4.29% - 4.34%
540,000
2,550,998
3,90,998
2.85% - 3.10%
590,594 19,625,556 -
3.35% - 5.50% 7.50% - 8.25% 2.60% - 4.50% 7.00% - 7.25% 7.75% - 8.00% 8.00% 4.00%
4,285,716
21,428,580
4,059,418
29,773,714
5.05% - 5.25%
2,034,596 60,000,000
2 ,034,596 6 0,000,000
4 .00% 4.00%
69
Notes To The Financial Statements (Contd) 34. FINANCIAL INSTRUMENTS (CONTD) (b) Credit risk The maximum credit risk associated with recognised financial assets is the carrying amount shown in the balance sheet. The Group has no significant concentration of credit risk with any single counterparty. (c) Fair value The carrying amounts of all financial assets and liabilities of the Group and the Company at the balance sheet date approximated their fair values except as set out below:
The fair value of bonds is estimated by discounting the expected future cash flows using the current interest rates for liabilities with similar risk profiles. 35. CONTINGENT LIABILITIES
Company 2009 RM Unsecured: Corporate guarantee given to licensed banks for credit facilities granted to the subsidiary companies 2008 RM
69,590,000
74,730,000
36. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR Group (a) On 26 February 2009, the subsidiary company, Kamdar Sdn. Bhd. had entered into a Sale and Purchase Agreement for the disposal of all that parcel of premises distinguished as a three and half (3 ) storey shop known as No. 61, Jalan SS2/64, 47500 Petaling Jaya, Selangor Darul Ehan held under H.S. (D) 161279, Lot No. 25500, Bandar Petaling Jaya, District of Petaling, State of Selangor Darul Ehsan for a total consideration of RM3,200,000.
70
Notes To The Financial Statements (Contd) 36. SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (CONTD) Group (Contd) (b) On 23 March 2009, the Company announced that its wholly owned subsidiary company, Kamdar (B) Sdn. Bhd. has on 29 July 2008 entered into a Shareholders Agreement with PG Salleh AB Rahaman P.H. Damit through a joint venture company in Brunei know as Kamdar (Bru) Sdn. Bhd with authorised share capital of Brunei Dollar Twenty-Five Thousand only (B$25,000) divided into 25,000 ordinary shares of Brunei Dollar One only (B$1.00) each. The present paid up capital is B$25,000 made up of 25,000 ordinary share of B$1.00 each. The principal activity of Kamdar (Bru) Sdn. Bhd. is supplying, retailing, and selling of textile. The shareholding structure of Kamdar (Bru) Sdn. Bhd. are as follows:-
(c) On 15 April 2009, the subsidiary company, Kesar Sdn. Bhd. had entered into a Sale and Purchase Agreement for the disposal of all that piece of land known as GRN 36807, Lot No. 304 (formerly held under 7.5.20) Seksyen 20, Bandar Georgetown, Daerah Timor Laut, Negeri Pulau Pinang bearing assessment address No.33, China Street/ No. 20 Che Ern Lane, 10200 Penang erected thereon for a total consideration of RM2,500,000. (d) On 29 May 2009, the subsidiary company, Kamdar (South) Sdn. Bhd., had entered into a Shareholders Agreement with Shah Ameet Jaykant through a joint venture company in South Africa known as Mayfair Fabrics and Linen (Proprietary) Limited (MFL) (formerly known as Forlor (Proprietary) Limited) with authorised share capital of South African Rand One Thousand only (R1,000) divided into 1,000 ordinary shares of South African Rand one only (R1.00) each share and with a paid-up capital of R100 made up of 100 ordinary shares of R1.00 each. The principal activity of Mayfair Fabrics and Linen (Proprietary) Limited is supplying, retailing, and selling of textile. The shareholding structure of Mayfair Fabrics and Linen (Proprietary) Limited are as follows:-
71
72
73
Land Area
Built up Area
Tenure
RM
1.
KSB Unit No. B3-7-25A, Taman Puteri (Venice Hill Condominium And Golf Resort) 43200 Cheras, Selangor Parent Title No: CT 23206, Geran 47895 (formerly CT 23207) and 44134 (formerly CT23209) Lot No: 4380, 4381 and 4383, Mukim of Ulu Langat, District of Ulu Langat, State of Selangor
Parent Title No: CT23206, Geran 47895 (formerly CT23207) and 44134 (formerly CT23209) Lot No: 4380, 4381 and 4383, Mukim of Ulu Langat, District of Ulu Langat, State of Selangor
Parent Title No: Geran 40177 Lot No: 3214 Town of Johor Bahru, District of Johor Bahru, State of Johor
Sq ft
1,127,219 (Parent Lot)
Sq ft
1,538 Freehold
102,819
12 years
2.
KSB Unit No. B3-10-22B, Taman Puteri (Venice Hill Condominium And Golf Resort) 43200 Cheras, Selangor
96,768
27.05.1993
1,399
Freehold
12 years
3.
KSB Unit No: Floor A22-03 Tower A, Aloha Towers Condominium Jalan Kolam Air, 80100 Johor Bahru
Brief Description: A three (3) bedrooms condominium unit Existing Use: Unoccupied
449,575
08.09.2000
1,704
Freehold
15 years
4.
Title No: Geran 22783, 8373 and 22784 Lot No: 1313N, 1314N and 8683U, Town of Ipoh, District of Kinta, State of Perak
Brief Description: 5 storey detached building with a basement floor Existing Use: Retail and storage purposes
Brief Description: Renovated intermediate three (3) adjoining units of three (3) storey terrace shop office with mezzanine floor Existing Use: Retail and storage purposes
3,045,066
01.03.1991
5,908
36,882
Freehold
27 years
5.
Title No: 4(GRN 32748, 5(GRN 32749) and 6(GRN 32750) Lot No: 4, 5, and 6, Section 19, Mukim of Kota Setar, Daerah Kota Setar, Kedah
1,386,545
05.9.1990
6,000
15,240
Freehold
44 years
6.
PMBK No. 15 and 16 Kompleks Seri Temin, Jalan Ibrahim, 08000 Sungai Petani, Kedah3
Title No: P.N. 370 and 371 Lot No: 20 and 21, and Section 46, Mukim and town of Sungai Petani, Kedah
Brief Description: Two (2) adjoining units of four (4) storey-terrace shop offices Existing Use: Retail and storage purposes.
1,273,248
*7.08 .1986
2,800
11,200
Leasehold 99 years,
23 years
4 October 2080
expiring on
74
Land Area
Built up Area
Tenure
RM 7. PMBK 761, 1463 and 1481, Off Jalan Muthu-palaniappa, 14000 Bukit Mertajam, Pulau Pinang Title No: Geran 26220, H.S. (D) 12064 (previously known as H.S. (D) 227) and H.S.(D) 12078 (previously known as H.S.(D) 245) Lot No: 761, 1463 and 1481, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah, Pulau Pinang
8. PMBK (Penang) No. 3-12-8 Pangsapuri Pelangi, Lintang Macallum 2, George Town, 10300 Pulau Pinang Strata Title No: Pajakan Negeri HBM50/M2/12/ 323, Section 11E, George Town, North-East District, Pulau Pinang. Parent Title No: 12-8, HS(D)258 Lot No: 321 (Previously known as PT No. 282) Seksyen 11E, North- East District, Pulau Pinang.
9.
Brief Description: Commercial development land Existing Use: Rented to two (2) third parties (individuals) for commercial use purposes
378,524
Brief Description: An intermediate unit two (2) bedroom low medium cost flat Existing Use: Occupied by company staff for residential use
63,605
08.07.1993
573
15 years
PMBK (Penang) No 135, 137, 139, 141, 143, 145 and 147, Persiaran Bunga Raya, Langkawi Mall, Jalan Kelibang 07000 Kuah Langkawi, Kedah
PMBK (Penang) Premise No.14, Jalan Burma, 10050 Pulau Pinang
Parent Title No: Grant 6787 Lot No: 1598 Mukim of Kuah District of Langkawi, State of Kedah.
Brief Description: Seven (7) adjoining units of 3-storey terrace shop offices Existing Use: Retail and storage purposes
Brief Description: An intermediate five (5) storey commercial building Existing Use: Retail and storage purposes
3,729,901
01.11.1998
8,899
26,697
Freehold
9 years
10 .
Title No: Geran 12418 Lot No: 118, Section 15, Georgetown NorthEast District, Pulau Pinang
2,937,662
11.06.1992
7,255
26,571
Freehold
32 years
75
RM
11 .
Sq ft
Sq ft
Kesar Flat Unit Nos : a ) 3-17-2 and b) 3-17-3 Pangsapuri Pelangi, Lintang Macallum 2, George Town, 10300 Pulau Pinang
Strata Title Nos: Pajakan Negeri HBM 50/M2/17/377 and HBM50/M2/17/376 Lot No: P.T.282 Section 11E Township of Georgetown, NorthEast District, Pulau Pinang
Brief Description: Two (2) adjacent intermediate units, two (2) bedroom low cost medium cost flats Existing Use: Rented to third parties for residential use
Brief Description: A parcel of small agriculture land with development potential Existing Use: Vacant
134,033
*8.10.1994
15 years
12.
Title No: Geran 2116 (formerly SPK 4102) Lot No: 1219, Mukim of Kuah, District of Langkawi, Kedah
236,679
* Not applicable
81,880
Not applicable
Not applicable
13.
Kesar No.10 Jalan Pjs, Bandar Sunway, 41650 Petaling Jaya, Selangor
Title No: 4.5.(0)137518 Lot No: 109, Bandar Sunway, Petaling Jaya, Selangor.
Brief Description: Three(3) Storey Mid Terraced Shop/Office Existing Use: Rented to Third Parties
1,245,017
23.11.2005
2,605
7,556
12 years
14.
Kesar Apt unit Nos: a) 98-19-19 and b) 98-19-20, 19th Floor Sinar Bukit Dumbar, Jalan Faraday, 11600 Pulau Pinang
Parent Title No: Grant 63288 Lot No: 730 as subdivided from the amalgamation of Lot No: 79,80, 81, 85, 87 and part of Lot No: 144, Section 4 Town of Jelutong, NorthEast District, Pulau Pinang held under Parent Lot Title No: Geran 63288
Brief Description: A corner and its adjacent intermediate unit of three (3) bedroom medium cost apartments (2 units) Existing Use: For apt unit No:98-19-19, the unit is rented to third party for residential use. For apt unit No:98-19-20, the unit is rented to staff for residential use
289,276
*23.11.1999
Freehold
10 years
76
RM
15.
Sq ft
Sq ft
700 sq ft per unit Freehold 12 years
Kesar Condominium Unit Nos: a) 3D-22-07 b) 3D-22-08, Jalan Batu Uban N-Park, 11700 Pulau Pinang
Brief Description: Two (2) adjacent three (3) bedroom condominium Lot No: 9768, Mukim 13, units North-East District, Pulau Pinang Existing Use: Rented to third party for residential use Strata Title Nos: Grant No. 58573/M1MENARA D/22/902 and Grant No. 58573/M1MENARA D/22/903
Title No: H.S.(D) 23036 to H.S.(D) 23050, (formerly known as HS(D) 361-365) Lot No: 1464 to Lot No. 1471 and Lot No. 1474 to 1480, Section 3, Town of Bukit Mertajam, District of Seberang Perai Tengah, Pulau Pinang Brief Description : Five (5) storey shopping complex complete with sub basement car park Existing Use: Retail, commercial and storage purposes. Rooftop space of building rented to third party.
324,772
*17.12.1997
16 .
BGallant Gedung Kamdar No.1763, Jalan Muthupalaniappa14000 Bukit Mertajam, Seberang Prai Tengah, Pulau Pinang
6,056,672
23.06.2000
15,716
105,138
Freehold
16 years
17.
BGallant No. 1 Persiaran PM 2/1 Pusat Bandar, Seri Manjung Seksyen 2, 32000 Seri Manjung, Perak
Brief Description: HSD 18502 to HSD Five (5) storey 18505 shopping complex Lot No: complete with PT 25954 to PT 25957, sub basement car Mukim Setiawan, Daerah park Manjung, Negeri Perak Existing Use: Retail, commercial and storage purposes. Rooftop space of building rented to third party. Title No:
Title No:
171699
5,660,620
*22.04.2005
11,000
44,000
Freehold
5 year
18.
BGallant No. 24-32, Medan Stesen 19/7 Station 18, 31650 Ipoh , Perak
2,612,825
*29.07.2008
9,521
17,820
1 year
Retail, commercial and storage purposes. Rooftop space of building to third party.
77
RM
19. Orisea Factory Premise No. Plot 31, Hilir Sungai Keluang 1, Bayan Lepas Industrial Park (Phase IV), Bayan Lepas, 11900 Pulau Pinang Title No: No H.S.(D) 18976 (Previously H.S.(D) 8701) Lot No: PT 2842 (also known as Lot No: 31, Bayan Lepas, Industrial Park, Phase IV), Mukim 12, District of Barat Daya, Pulau Pinang Brief Description: Four (4) storey detached factory Existing Use: Rented to Kesar for industrial use at RM720,000 per annum 4,710,296 *21.11.1997
Sq ft
43,563
Sq ft
72,107 Leasehold for 60 years, expiring on 15 Decem ber 2054 12 years
RM
Sq ft
Sq ft
1.
Title No: Geran 5561 &10270 Lot No: 93 & 94, Section 36, Town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan, Kuala Lumpur
Brief 29,539,908 *10.06.2002 Description: 7 storey commercial building erected on two (2) contiguous plots of commercial land. Existing Use: Rented to KSB for retail use at RM3.6 million per annum
Brief Description : 2 storey commercial building . Existing Use: Rented to Ksou for retail use at RM0.6 million 4,132,766 *23.09.2006
9,483
70,110
Freehold
27 years
2.
Title No: HS (D) 51286 PT 5968 HS (D) 51287 PT 5969 Lot No: Lot 6915 Melaka Tengah Mukim Bachang
5,435
18,500
Freehold
3 years
78
Title/Lot No.
Land
Area
Built up Area
Tenure
RM
3.
Sq ft
Sq ft
KH No.429, 431, 433 and 435, Jalan Tuanku Abdul Rahman, 50100, Kuala Lumpur
Title No: Geran 1029, 1030, 43326 (formerly known as Geran 34879), & 43327 (formerly known as Geran 34878) Lot No: 710, 711, 2382 & 2383, Section 41, Town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan, Kuala Lumpur
Brief Description : 6 storey commercial building erected on four (4) contiguous plots of commercial land Existing Use: Rented to KSB for retail use at RM1.2 million per annum
6,927,297
*10.06.2002
7,750
53,975
Freehold
11 years
4.
Title No: Geran 29507 Lot No: 148, Section 37, Town of Kuala Lumpur, District of Kuala Lumpur, State of Wilayah Persekutuan, Kuala Lumpur
Title No: Master Titles GM1730, GM349, GM350, GM542, GM543, GM544, GM429 and GM430 Lot No. 1859, 1860, 1861, 4562, 4563, 4564, 624 and 625, in Mukim 13, District of Timur Laut, Pulau Pinang
Brief Description: 7 storey commercial building Existing Use: Rented to KSB for retail use at RM1.2 million per annum
Brief Description: 6 units of retail space Existing Use: Rented to PMBK (Penang) for retail use at RM960,000 per annum
19,548,000
*30.6.2004
4,413
27,655
Freehold
12 years
5.
KH No. 1-888A, 1888B (1st Floor), 2888A , 2-888B (2nd Floor), 3888A and 3888B (3rd Floor), Kompleks Bukit Jambul, Jalan Rumbia, Off Jalan Dr. Awang, 11900 Pulau Pinang
9,503,957
11.7.2002
105,745
Interest-inperpetuity
12 years
79
RM
6.
Sq ft
Sq ft
KH No.3 Jln diplomatic 2/2, 62050 Precinct 15, Putrajaya, Wilayah Persekutuan Putrajaya. KH No.5 Jln diplomatic 2/2, 62050 Precinct 15, Putrajaya, Wilayah Persekutuan Putrajaya.
1,383,000
*22.11.2006
3,507
, 6 335
Freehold
3 years
7.
853,000
*22.11.2006
2,357
3,895
Freehold
3 years
8.
KH E52-GA , E44-GB to E53-GB, E44-1A to E53-1A,E441B TO E531B, TAMAN PRIMA SAUJANA, 43000 Kajang, Selangor MS No.1, Jalan 241, Section 51A, 46100 Petaling Jaya, Selangor Darul Ehsan
Master Title Geran 30570 Lot1779, Mukim of Kajang, District of Ulu Langat, State of Selangor
3,565,067
*25.10.2005
29,740
Freehold
5 years
9.
Title No: PN 6645 Lot No: 405, Section 32, Town of Petaling Jaya, District of Petaling, State of Selangor
Brief Description: Four (4)-storey office/ industrial building. Existing Use: Rented to KSB for industrial use at RM540,000 per annum
7,299,612
*10.06.2002
41,228
99,076
29 years
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Category Less than 100 100 1,000 1,001 10,000 10,001 100,000 100,001 less than 5% of issued shares 5% and above of issued shares Total
% (a) 0.48 (b) 9 .43 (c) 0 .94 (d) 7 .43 (e) 0 .48 (f)
7 .71
Note: (a) Indirect Interest by virtue of his wifes (Mehta Trupti Ratilal) shareholding in the Company. (b) Indirect Interest by virtue of her husbands (Bipinchandra A/L Balvantrai) shareholding in the Company. (c) Indirect Interest by virtue of his wifes (Ila Hemendra Kamdar) shareholding in the Company. (d) Indirect Interest by virtue of her husbands (Hamendra A/L B.M. Kamdar) shareholding in the Company. (e) Indirect Interest by virtue of his wifes (Baby @ Sudhakumari A/P Amartlal) shareholding in the Company. (f) Indirect Interest by virtue of her husbands (Rajnikant A/L B.M Kamdar) shareholding in the Company.
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1. 2. 3. 4. 5. 6. 7.
No. of Shares Held 47,500,678 18,667,706 16,745,270 15,267,401 14,704,714 9,129,800 7,913,445 5,922,955 4,889,714 4,622,376 4,325,700
Percentage 23.99 9.43 8.46 7 .71 7 .43 4.61 4.00 2.99 2.47 2.33 2.18
1.96 1.83 1.72 1.18
1.14
1.10 0.94 0.94 0.76 0.74 0.70 0.62 0.59 0.58 0.48 0.48 0.42 0.40 0.23 92.41
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Dear Shareholders, IMPLEMENTATION OF ELECTRONIC DIVIDEND PAYMENT (eDIVIDEND) PURSUANT TO THE DIRECTIVE DATED 19 FEBRUARY 2010 (REF. NO.:SR/TAC/RO/LD07/10) FROM BURSA MALAYSIA SECURITIES BERHAD Electronic Dividend Payment or eDividend refers to the payment of cash dividends by a listed issuer to its shareholders by directly crediting the shareholders cash dividend entitlements into their respective bank accounts. All listed companies to pay via eDividend for all dividends on the entitlement date on or after 1 September 2010.
From 3-14 days via cheques to 0/1 day via eDividend to receive dividend payment. Dividends credited into bank accounts on a timely basis whether Kuala Lumpur or outstation. No more missing cheques/expired cheques. No unclaimed moneys. No more visits to banks to deposit cheques. Can opt one (1) bank account for all CDS accounts. Same bank account applies for future new CDS accounts. For shareholders who provide email and mobile details. No bank charges on dividend amount. No depository administration fee for registration within grace period.
Shareholders are given a one-year grace period from 19 April 2010 until 18 April 2011 to provide their bank account information to Bursa Malaysia Depository Sdn Bhd. How do I provide my bank account information for eDividend? You must complete the relevant prescribed form and submit it together with the required supporting documents to your stock brokers office where your CDS account is maintained. What supporting documents are required?
Individual CDS Depositor NRIC or Passport or Authority Card or other acceptable identification documents. Bank Statement or Bank Saving Book or details of your bank account obtained from your banks website that has been certified by your bank or copy of the letter from your bank confirming your bank account details. Certified true copy of Certificate of Incorporation/Certificate of Registration. Certified true copy of Bank Statement or Bank Saving Book or details of your bank account obtained from your banks website that has been certified by your bank or copy of the letter from your bank confirming your bank account details.
You are encouraged to update your bank account information through your stock broker firm soonest. There will be a fee charged after the grace period. Contact Details For more information, kindly refer to the eDividend page at www.bursamalaysia.com For queries, please contact: Bursa Malaysia Customer Care Centre Tel (603) 27320067 Email edividend@bursamalaysia.com 83 KAMDAR GROUP (M) BHD
FORM OF PROXY (Before completing this form please refer to the notes below) I/We ______________________________________ I.C No./Co.No./CDS No.: (Full name in block letters) of
(Full address) being a member/members of KAMDAR GROUP (M) BERHAD hereby appoint the following person(s):Name of proxy, NRIC No. & Address 1. 2. or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Seventh Annual General Meeting of the Company to be held at Function Room1, Dynasty Hotel Kuala Lumpur, Level 4, 218, Jalan Ipoh, 51200 Kuala Lumpur on Tuesday, 29 June 2010 at 10.00 a.m. My/our proxy/proxies is/are to vote as indicated below:RESOLUTIONS RELATING TO :1. Ordinary Resolution 1 To approve Directors Fees 2. Ordinary Resolution 2 Re-election of Director, Mr. Kamal Kumar Kishorchandra Kamdar 3. Ordinary Resolution 3 Re-election of Director, Mr. Paresh R. Kamdar 4. Ordinary Resolution 4 Re-election of Director, Datuk Emam Mohd Haniff Bin Emam Mohd Hussain 5. Ordinary Resolution 5 To re-appoint the retiring auditors, SJ Grant Thornton 6. Ordinary Resolution 6 Authority to issue shares (Please indicate with a or X in the space provided how you wish your vote to be cast. If no instruction as to voting is given, the proxy/proxies may vote or abstain from voting at his/her/their discretion). The first named proxy shall be entitled to vote on a show of hands on my/our behalf. Dated this ...... day of ... 2010 . Signature/Common Seal FIRST PROXY For Against SECOND PROXY For Against No. of shares to be represented by proxy
Notes
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his/her stead. A member may appoint up to two proxies to attend the same meeting provided that he specifies the proportion of his shareholding to be represented by each proxy. A proxy may but need not be a member of the Company and a member may appoint any person to be his proxy and the provisions of Section 149(1)(a) & (b) of the Companies Act, 1965 shall not apply. 2. Where a member is an authorised nominee as defined under the Security Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities account it holds with ordinary shares of the Company standing to the credit of the said securities account. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorized in writing or, if the appointer is a corporation, either under the Corporations Common Seal or under the hand of an officer or attorney so authorized. 4. The Form of Proxy must be deposited at the Registered Office of the Company at Level 15-2, Faber Imperial Court, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than 48 hours before the time set for holding the meeting or any adjournment thereof.
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Affix Stamp
The Secretary KAMDAR GROUP (M) BERHAD (577740 A) Level 15-2, Jalan Sultan Ismail, Faber Imperial Court, 50250 Kuala Lumpur.
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Level 15-2, Faber Imperial Court, Jalan Sultan Ismail 50250 Kuala Lumpur Tel: 603-26924271 / 603-26915329 Fax: 603-27325388 www.kamdar.com.my