1Annual Report 2002
Nanyang Press Holdings Berhad (“NPHB”) was incorporated on 23 July 1958
and was listed on the Kuala Lu...
2 Nanyang Press Holdings Berhad
NOTICE IS HEREBY GIVEN that the Forty-fifth Annual General Meeting of
Nanyang Press Holdin...
3Annual Report 2002
( Resolution No. 11 )
6. AS SPECIAL BUSINESS, to consider and if thought fit, pass with or
without any...
4 Nanyang Press Holdings Berhad
Statement Accompanying
Notice of Annual General Meeting
Pursuant To Paragraph 8.28(2) of T...
5Annual Report 2002
RE-ELECTION IN ACCORDANCE TO ARTICLE 96
Dato’ Wong See Wah
56 years
Malaysian
Certificate in Teaching
...
6 Nanyang Press Holdings Berhad
RE-ELECTION IN ACCORDANCE TO ARTICLE 96
Name
Age
Nationality
Qualifications
Position on th...
7Annual Report 2002
RE-ELECTION IN ACCORDANCE TO ARTICLE 96
Name
Age
Nationality
Qualifications
Position on the Board
Date...
8 Nanyang Press Holdings Berhad
RE-ELECTION IN ACCORDANCE TO ARTICLE 96
Name
Age
Nationality
Qualifications
Position on th...
9Annual Report 2002
RE-ELECTION IN ACCORDANCE TO ARTICLE 96
Name
Age
Nationality
Qualifications
Position on the Board
Date...
10 Nanyang Press Holdings Berhad
RE-APPOINTMENT PURSUANT TO SECTION 129(6) OF THE COMPANIES ACT, 1965
Name
Age
Nationality...
11Annual Report 2002
Corporate Information
SECRETARIES
Khoo Pek Ling (MIA1816)
Liew Yen Nie (LS NO 006560)
AUDITORS
Ernst ...
12 Nanyang Press Holdings Berhad
Profile of Directors
DATUK OH CHONG PENG
Aged 58, was appointed as a Non-Executive Direct...
13Annual Report 2002
DATUK HENRY CHIN POY-WU PSD, PGDK
Aged 65, retired from government service in 1993 after almost 40 ye...
14 Nanyang Press Holdings Berhad
YOONG YAN PIN
Mr Yoong Yan Pin, 65, retired from banking after 32 years of service in the...
15Annual Report 2002
Statement On Corporate Governance
INTRODUCTION
The Group is committed to high standards of corporate ...
16 Nanyang Press Holdings Berhad
Appointments Of The Board And Re-Election
The Board has a Nomination Committee comprising...
17Annual Report 2002
The numbers of Directors in each renumeration band for the financial year are as follows:
RELATIONS W...
18 Nanyang Press Holdings Berhad
The Board has overall responsibility for internal control, including risk management prac...
19Annual Report 2002
iii. Financial Control
There is comprehensive planning system with annual plans approved by the Board...
20 Nanyang Press Holdings Berhad
Audit Committee Report
COMPOSITION
The composition of the Audit Committee presently consi...
21Annual Report 2002
4. Secretary to Audit Committee and Minutes
The Company Secretary shall be the secretary of the Commi...
22 Nanyang Press Holdings Berhad
SUMMARY OF ACTIVITIES
During the year, the activities of the Audit Committee included the...
23Annual Report 2002
Turnover 296.3 252.9 286.2 286.7 277.8
Operating Profit Before
Exceptional Items 26.8 25.9 33.0 1.7 2...
24 Nanyang Press Holdings Berhad
On behalf the Board of Directors, I am pleased to present the Annual Report
and Financial...
25Annual Report 2002
Some of the participants at the annual “Smart Card Family Day” held in
Genting Highlands from 17 May ...
26 Nanyang Press Holdings Berhad
Aussino, Travelite, La Gourmet, CLLS, Central
Melamine and others. The Card members are a...
27A n n u a l R e p o r t 2 0 0 2
Report Of The Directors
The Directors have pleasure in presenting their report together ...
28 N a n y a n g P r e s s H o l d i n g s B e r h a d
Report Of The Directors (Continued)
SIGNIFICANT EVENTS DURING THE F...
29A n n u a l R e p o r t 2 0 0 2
In accordance with Article 90 of the Company’s Articles of Association, YBhg Datuk Henry...
30 N a n y a n g P r e s s H o l d i n g s B e r h a d
Report Of The Directors (Continued)
7. In the event of a takeover o...
31A n n u a l R e p o r t 2 0 0 2
(e) At the date of this report, there does not exist:
i) any charge on the assets of the...
32 N a n y a n g P r e s s H o l d i n g s B e r h a d
We, YBHG DATUK OH CHONG PENG and YBHG TAN SRI DATO’ AHMAD SABKI BIN...
33A n n u a l R e p o r t 2 0 0 2
PROPERTY, PLANT AND EQUIPMENT 3 95,328 99,458 6,436 6,392
LONG-TERM INVESTMENTS 4 14,783...
34 N a n y a n g P r e s s H o l d i n g s B e r h a d
Balance Sheets (Continued)
AS AT 30 JUNE 2002
GROUP COMPANY
2002 20...
35A n n u a l R e p o r t 2 0 0 2
REVENUE 20 277,807 286,682 21,172 60,045
COST OF SALES ( 154,859 ) ( 184,120 ) - -
GROSS...
36 N a n y a n g P r e s s H o l d i n g s B e r h a d
GROUP
At 30 June 2000 as previously reported 61,192 ( 13,099 )
Prio...
37A n n u a l R e p o r t 2 0 0 2
880 6,177 2,770 85,835 143,755
- - - 6,429 6,429
880 6,177 2,770 92,264 150,184
678 - - ...
38 N a n y a n g P r e s s H o l d i n g s B e r h a d
Cash Flow Statements
FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002
GROU...
39A n n u a l R e p o r t 2 0 0 2
CASH FLOWS FROM
INVESTING ACTIVITIES
Purchase of treasury shares - ( 7,875 ) - ( 7,875 )...
40 N a n y a n g P r e s s H o l d i n g s B e r h a d
Notes To The Financial Statements
30 JUNE 2002
1 GENERAL INFORMATIO...
41A n n u a l R e p o r t 2 0 0 2
2 SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
(d) Associated Company (Contd.)
Where appropr...
42 N a n y a n g P r e s s H o l d i n g s B e r h a d
2 SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
(j) Provisions
Provision...
43A n n u a l R e p o r t 2 0 0 2
2 SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
(o) Foreign Currency Conversion
Transactions ...
44 N a n y a n g P r e s s H o l d i n g s B e r h a d
3. PROPERTY, PLANT AND EQUIPMENT
GROUP
NET BOOK VALUE
At 1 July 19,...
45A n n u a l R e p o r t 2 0 0 2
43,937 698 4,710 6,361 269 99,458 96,589
14,932 362 738 1,472 130 17,634 14,095
( 12,049...
46 N a n y a n g P r e s s H o l d i n g s B e r h a d
3 PROPERTY, PLANT AND EQUIPMENT (CONTD.)
Analysis of Cost and Accum...
47A n n u a l R e p o r t 2 0 0 2
COST VALUATION TOTAL
RM’000 RM’000 RM’000
3 PROPERTY, PLANT AND EQUIPMENT (CONTD.)
Analy...
48 N a n y a n g P r e s s H o l d i n g s B e r h a d
2002 2001
RM’000 RM’000
GROUP COMPANY
2002 2001 2002 2001
RM’000 RM...
49A n n u a l R e p o r t 2 0 0 2
COMPANY
2002 2001
RM’000 RM’000
EFFECTIVE
NAME OF COUNTRY OF INTEREST
COMPANY INCORPORAT...
50 N a n y a n g P r e s s H o l d i n g s B e r h a d
EFFECTIVE
NAME OF COUNTRY OF INTEREST
COMPANY INCORPORATION 2002 20...
51A n n u a l R e p o r t 2 0 0 2
GROUP
2002 2001
RM’000 RM’000
GROUP
2002 2001
RM’000 RM’000
GROUP COMPANY
2002 2001 2002...
52 N a n y a n g P r e s s H o l d i n g s B e r h a d
GROUP COMPANY
2002 2001 2002 2001
RM’000 RM’000 RM’000 RM’000
GROUP...
53A n n u a l R e p o r t 2 0 0 2
GROUP COMPANY
2002 2001 2002 2001
RM’000 RM’000 RM’000 RM’000
GROUP COMPANY
2002 2001 20...
54 N a n y a n g P r e s s H o l d i n g s B e r h a d
GROUP COMPANY
2002 2001 2002 2001
RM’000 RM’000 RM’000 RM’000
GROUP...
55A n n u a l R e p o r t 2 0 0 2
GROUP COMPANY
2002 2001 2002 2001
RM’000 RM’000 RM’000 RM’000
GROUP
2002 2001
RM’000 RM’...
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Nanyang-AnnualReport 2002 (360KB)

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  • 1. 1Annual Report 2002 Nanyang Press Holdings Berhad (“NPHB”) was incorporated on 23 July 1958 and was listed on the Kuala Lumpur Stock Exchange on 17 April 1989. The authorised capital of NPHB is RM100,000,000 comprising 100,000,000 ordinary shares of RM1.00 each of which 61,910,670 ordinary shares of RM1.00 each have been issued and fully paid as at 30 June 2002. The principal activities of the Company are investment holding, letting of investment properties and provision of management services whilst the principal activities of its subsidiaries are centred around the core activities of publishing newspapers and magazines. Company Profile ..................................................................................... 1 Notice Of Annual General Meeting ....................................................... 2 Statement Accompanying Notice Of Annual General Meeting ........... 4 Corporate Information ............................................................................ 11 Profile Of Directors .................................................................................. 12 Statement On Corporate Governance .................................................... 15 Statement On Internal Control ................................................................ 18 Audit Committee Report ......................................................................... 20 Financial Highlights ................................................................................. 23 Chairman’s Statement ............................................................................ 24 Report Of The Directors .......................................................................... 27 Statement By Directors ........................................................................... 32 Statutory Declaration .............................................................................. 32 Balance Sheet .......................................................................................... 33 Income Statements ................................................................................. 35 Statement Of Changes In Equity ............................................................. 36 Cash Flow Statements ............................................................................. 38 Notes To The Financial Statements ........................................................ 40 Report Of The Auditors ........................................................................... 64 List Of Properties ..................................................................................... 65 Analysis Of Shareholdings ...................................................................... 67 List Of Branch Offices ............................................................................. 69 Form Of Proxy Contents Company Profile
  • 2. 2 Nanyang Press Holdings Berhad NOTICE IS HEREBY GIVEN that the Forty-fifth Annual General Meeting of Nanyang Press Holdings Berhad will be held at No. 1, Jalan SS 7/2, 47301 Petaling Jaya, Selangor Darul Ehsan on Monday, 23 December 2002 at 10:00 a.m. for the transaction of the following business :- ( Resolution No. 1 ) ( Resolution No. 2 ) ( Resolution No. 3 ) ( Resolution No. 4 ) ( Resolution No. 5 ) ( Resolution No. 6 ) ( Resolution No. 7 ) ( Resolution No. 8 ) ( Resolution No. 9 ) ( Resolution No. 10 ) Notice Of Annual General Meeting AGENDA 1. To receive and consider the audited financial statements for the year ended 30 June 2002 and the Directors’ and Auditors’ Reports thereon. 2. To approve the payment of Directors’ fees of RM167,494 to be divided amongst the Directors in such manner as they may determine. 3. To re-elect the following Directors retiring in accordance with Article 90 and Article 96 of the Company’s Articles of Association: Article 90 (a) YBhg Datuk Henry Chin Poy-Wu Article 96 (b) Dato’ Wong See Wah (c) Mr Yoong Yan Pin (d) Mr Mah Keng Hock (e) Mr Leong Chew Meng (f) Mr Lau Tiang Hua 4. To re-appoint YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin pursuant to Section 129(6) of the Companies Act, 1965, as Director of the Company to hold office until the conclusion of the next Annual General Meeting. 5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration.
  • 3. 3Annual Report 2002 ( Resolution No. 11 ) 6. AS SPECIAL BUSINESS, to consider and if thought fit, pass with or without any modification, the following ordinary motion: Authority To Directors To Issue Shares “THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution in any one financial year does not exceed 10% of the issued capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” 7. To consider any other business of which due notice has been given. By Order of the Board KHOO PEK LING LIEW YEN NIE Secretaries Kuala Lumpur 28 November 2002 Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy, but not more than two proxies, to attend and vote in his stead. A proxy need not be a member of the Company. A member may appoint any other person to be his proxy without limitation and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. The Form of Proxy must be deposited at the Registered Office of the Company at No. 1, Jalan SS 7/ 2, 47301 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time appointed for holding the meeting or adjourned meeting. 2. Resolution On Authority To Directors To Issue Shares The proposed Resolution 11, if passed, would enable the Directors to issue up to a maximum of 10% of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the best interest of the Company. This authority, unless revoked or varied by the Company at a general meeting, will expire at the next Annual General Meeting.
  • 4. 4 Nanyang Press Holdings Berhad Statement Accompanying Notice of Annual General Meeting Pursuant To Paragraph 8.28(2) of The Listing Requirements of Kuala Lumpur Stock Exchange. Datuk Henry Chin Poy-Wu, Dato’ Wong See Wah, Mr Yoong Yan Pin, Mr Mah Keng Hock, Mr Leong Chew Meng and Mr Lau Tiang Hua are seeking re-election while Tan Sri Dato’ Ahmad Sabki bin Jahidin is seeking re-appointment at the Annual General Meeting. Particulars of Directors seeking re-election or re-appointment at the Annual General Meeting. RE-ELECTION IN ACCORDANCE TO ARTICLE 90 Name Age Nationality Qualifications Position on the Board Date first appointed on the Board Working experience and occupation Membership of Board Committees Directorships of other public companies Securities holdings in Nanyang Press Holdings Berhad and its subsidiaries Family relationship with any director and/or major shareholder of and conflict of interest with Nanyang Press Holdings Berhad Convictions for offences within the past 10 years other than traffic offences Attendance at Board Meetings held during the financial year ended 30th June 2002 Datuk Henry Chin Poy-Wu 65 years Malaysian Senior Cambridge Independent Non–Executive Director 1st December 1993 Served in Malaysian Government for nearly 40 years and the last position held was Commissioner of Police Kuala Lumpur. After his retirement from government services, he began to be involved in business and is now Director of several Public Listed companies. Audit Committee and Nomination Committee Malaysian Mosaics Berhad; J.T. International Berhad; Kilang Papan Seribu Daya Berhad; Eastern & Oriental Berhad; Glenealy Plantations (Malaysia) Berhad; Magnum Corporation Berhad; Hap Seng Consolidated Berhad and Amalania Koko Berhad Nil Nil Nil 3 / 5
  • 5. 5Annual Report 2002 RE-ELECTION IN ACCORDANCE TO ARTICLE 96 Dato’ Wong See Wah 56 years Malaysian Certificate in Teaching Non–Independent Non–Executive Director 27th November 2001 Started his career in the education arena before devoted to politics in 1982. He was then appointed as the Negeri Sembilan State EXCO and Deputy Minister in the Prime Minister’s Department and the Ministry of Finance until 1999. Presently, he is the Chairman of a few private companies. Nomination Committee and Remuneration Committee Nil Nil Nil Nil 3 / 3 Name Age Nationality Qualifications Position on the Board Date first appointed on the Board Working experience and occupation Membership of Board Committees Directorships of other public companies Securities holdings in Nanyang Press Holdings Berhad and its subsidiaries Family relationship with any director and/or major shareholder of and conflict of interest with Nanyang Press Holdings Berhad Convictions for offences within the past 10 years other than traffic offences Attendance at Board Meetings held during the financial year ended 30th June 2002
  • 6. 6 Nanyang Press Holdings Berhad RE-ELECTION IN ACCORDANCE TO ARTICLE 96 Name Age Nationality Qualifications Position on the Board Date first appointed on the Board Working experience and occupation Membership of Board Committees Directorships of other public companies Securities holdings in Nanyang Press Holdings Berhad and its subsidiaries Family relationship with any director and/or major shareholder of and conflict of interest with Nanyang Press Holdings Berhad Convictions for offences within the past 10 years other than traffic offences Attendance at Board Meetings held during the financial year ended 30th June 2002 Mr Yoong Yan Pin 65 years Malaysian Bachelor of Arts (Hons) degree Independent Non–Executive Director 27th November 2001 Retired from banking after 32 years of service in the banking industry. He was Chief Executive Officer of Chung Khiaw Bank Malaysia and United Overseas Bank Malaysia for 26 years and a board member for 23 years. Prior to joining the United Overseas Bank Group, he was a school teacher for 5 years, Bank Examiner in Bank Negara Malaysia for 3 years and Assistant to Chief Executive Officer of a commercial bank for 2 years. He served as a Council Member of the Association of Banks in Malaysia for 23 years and Institut Bank-Bank Malaysia for 15 years. He was a Board Member of the Credit Guarantee Corporation Berhad for 2 terms. Mr Yoong is currently a Director of ABS Real Estate Berhad. Audit Committee and Remuneration Committee ABS Real Estate Berhad Nil Nil Nil 3 / 3
  • 7. 7Annual Report 2002 RE-ELECTION IN ACCORDANCE TO ARTICLE 96 Name Age Nationality Qualifications Position on the Board Date first appointed on the Board Working experience and occupation Membership of Board Committees Directorships of other public companies Securities holdings in Nanyang Press Holdings Berhad and its subsidiaries Family relationship with any director and/or major shareholder of and conflict of interest with Nanyang Press Holdings Berhad Convictions for offences within the past 10 years other than traffic offences Attendance at Board Meetings held during the financial year ended 30th June 2002 Mr Mah Keng Hock 63 years Malaysian Barrister Non–Independent Non–Executive Director 19th September 2002 Barrister, he is a member of the English Bar. He joined the Malaysian Legal Service in 1963, having served as Senior Assistant Registrar High Court and then as Magistrate in Kuala Lumpur. In 1964, he started his own law practice. In 1972, he went into property development business. Nil Nil Nil Nil Nil N/A
  • 8. 8 Nanyang Press Holdings Berhad RE-ELECTION IN ACCORDANCE TO ARTICLE 96 Name Age Nationality Qualifications Position on the Board Date first appointed on the Board Working experience and occupation Membership of Board Committees Directorships of other public companies Securities holdings in Nanyang Press Holdings Berhad and its subsidiaries Family relationship with any director and/or major shareholder of and conflict of interest with Nanyang Press Holdings Berhad Convictions for offences within the past 10 years other than traffic offences Attendance at Board Meetings held during the financial year ended 30th June 2002 Mr Leong Chew Meng 47 years Malaysian Bachelor of Commerce & Administration (BCA), New Zealand; Associate Chartered Accountant (ACA) from the Institute of Chartered Accountants of New Zealand; and Chartered Accountant (CA) from the Malaysian Institute of Accountants. Non–Independent Non–Executive Director 19th September 2002 He is an Accountant by profession. Prior to diversifying into business as Business Consultant and Advisor, he was the Financial Controller and Director of several multi national companies in the manufacturing, trading and retail sectors. Finance Committee Nil Nil Nil Nil N/A
  • 9. 9Annual Report 2002 RE-ELECTION IN ACCORDANCE TO ARTICLE 96 Name Age Nationality Qualifications Position on the Board Date first appointed on the Board Working experience and occupation Membership of Board Committees Directorships of other public companies Securities holdings in Nanyang Press Holdings Berhad and its subsidiaries Family relationship with any director and/or major shareholder of and conflict of interest with Nanyang Press Holdings Berhad Convictions for offences within the past 10 years other than traffic offences Attendance at Board Meetings held during the financial year ended 30th June 2002 Mr Lau Tiang Hua 49 years Malaysian Certified Public Accountant from Malaysian Institute of Certified Public Accountants; and Chartered Accountant from Malaysian Institute of Accountants. Independent Non-Executive Director 19th September 2002 He was General Manager for finance and administration with a major media publishing company in Malaysia before starting his own practice. Audit Committee Malaysia Building Society Berhad and Panglobal Berhad Nil Nil Nil N/A
  • 10. 10 Nanyang Press Holdings Berhad RE-APPOINTMENT PURSUANT TO SECTION 129(6) OF THE COMPANIES ACT, 1965 Name Age Nationality Qualifications Position on the Board Date first appointed on the Board Working experience and occupation Membership of Board Committees Directorships of other public companies Securities holdings in Nanyang Press Holdings Berhad and its subsidiaries Family relationship with any director and/or major shareholder of and conflict of interest with Nanyang Press Holdings Berhad Convictions for offences within the past 10 years other than traffic offences Attendance at Board Meetings held during the financial year ended 30th June 2002 Tan Sri Dato’ Ahmad Sabki bin Jahidin 70 years Malaysian Graduated from University of Malaya with a Bachelor of Arts (Honours) Degree Independent Non–Executive Director 21st February 1994 He commenced his career in 1958 as an Administrative Officer in Malayan Civil Services. He was the Assistant State Secretary of Malacca from 1960 to 1962, District Officer of Jasin from 1962 to 1963 before his transfer to the Ministry of Defence as Principal Assistant Secretary from 1964 to 1967. He then served as Under Secretary in the Prime Minister Department from 1967 to 1972 before joining the Ministry of Culture, Youth & Sports. In 1974, he was appointed Secretary General of the said Ministry. Thereafter, he was seconded to the Malaysian Rubber Exchange and Licensing Board from 1977 to 1993 and served as Chairman of the Board from 1980 to 1993. He also held the position of Chairman of the International Rubber Association from 1984 to 1993 and also as Chairman of the Buffer Stock Committee of the International Natural Rubber Organisation from 1984 to 1986. He was the Vice Chairman of the Malaysian National Shippers Council from 1980 to 1993. He is now Director of several Public Listed companies. Chairman of Audit Committee and Nomination Committee Apollo Food Holdings Berhad; Cygal Berhad; Gula Perak Berhad; Hwang-DBS (Malaysia) Berhad; Hwang-DBS Unit Trust Berhad; Paramount Corporation Berhad; Zaitun Berhad and Kemajuan Amoy Berhad Nil Nil Nil 5 / 5
  • 11. 11Annual Report 2002 Corporate Information SECRETARIES Khoo Pek Ling (MIA1816) Liew Yen Nie (LS NO 006560) AUDITORS Ernst & Young Chartered Accountants PRINCIPAL PLACE OF BUSINESS & REGISTERED OFFICE No.1, Jalan SS7/2 47301 Petaling Jaya Selangor Darul Ehsan SHARE REGISTRAR Malaysian Share Registration Service Sdn. Bhd. 7th Floor, Exchange Square Bukit Kewangan 50200 Kuala Lumpur DIRECTORS • YBhg Datuk Oh Chong Peng (Chairman) • Mr Liew Peng Chuen (Managing Director) • YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin • YBhg Datuk Henry Chin Poy-Wu • YBhg Datuk Leong Tang Chong • YBhg Dato’ Wong See Wah • Mr Mah Keng Hock • Mr Yoong Yan Pin • Mr Leong Chew Meng • Mr Lau Tiang Hua PRINCIPAL BANKERS • Bumiputra-Commerce Bank Berhad • Citibank Berhad • Deutsche Bank (Malaysia) Berhad • Eon Bank Berhad • Hong Leong Bank Berhad • Malayan Banking Berhad • OCBC Bank (Malaysia) Berhad • RHB Bank Berhad SOLICITORS CH Yeoh & Yiew Raja, Darryl & Loh Rashid & Lee Shearn Delamore & Co Shook Lin & Bok Soo Thien Ming & Nashrah
  • 12. 12 Nanyang Press Holdings Berhad Profile of Directors DATUK OH CHONG PENG Aged 58, was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in July 2001 and was elected as Chairman in September 2001. He is also a member of the Audit Committee and Chairman of the Finance Committee of the Company. Datuk Oh is currently the Non-Executive Chairman of RHB Management Company Sdn Bhd. This company provides group support on Accounting, Legal, Tax, IT, HR and Risk matters to all operating companies in the Rashid Hussain Berhad (RHB) group of companies. Prior to his involvement with the RHB group, he was a senior partner of Coopers & Lybrand Malaysia from 1974 until his retirement in 1997. Datuk Oh undertook his accountancy training in London and qualified as a Chartered Accountant in 1969 and is currently a Fellow of the Institute of Chartered Accountants in England and Wales. He joined Coopers & Lybrand in London in 1969 and in Malaysia in 1971. He is currently a Non-Executive Director of Star Publications (Malaysia) Berhad (1987), Powertek Berhad (1997), British American Tobacco (Malaysia) Berhad (1998), Rashid Hussain Berhad (1998), RHB Capital Berhad (1998), RHB Bank Berhad (1998), RHB Insurance Berhad (1998), Rashid Hussain Securities Sdn Bhd (2000), Renong Berhad (2001), IJM Corporation Berhad (2002) and Non-Executive Chairman of Land & General Berhad (1999). He is also a Council member of the Malaysian Institute of Certified Public Accountants (MICPA) (1981); and a Government appointed member of the Labuan Offshore Financial Services Authority (LOFSA) (1996); and a Trustee of the Huaren Education Foundation (1993); and UTAR Education Foundation (2002). His past appointments included being a Government appointed Committee Member of the Kuala Lumpur Stock Exchange (1990 to 1996); a past President of the MICPA (1994 to 1996); and a Director of United Malayan Banking Corporation Berhad (now merged with RHB Bank Berhad [1985 to 1990]). LIEW PENG CHUEN Aged 54, is the Managing Director of Nanyang Press Holdings Berhad (NPHB) and was appointed to the Board of Directors of NPHB in August 2001. He was the Group Chief Editor of “The Star” from 1983 to 1986. He graduated from London Guildhall University with a law degree in 1987, and was admitted as an Advocate and Solicitor of the High Court of Malaya in 1989. He was a Director of Westmont Group of Companies between 1992 and 1995, and the Chief Operating Officer of NPHB in 1995-1996. He joined the Sin Chew Media Group in 1996 and was appointed its Group Chief Executive in 1999. TAN SRI DATO’ AHMAD SABKI BIN JAHIDIN Aged 70, has been a Director of Nanyang Press Holdings Berhad since 1994. He graduated from University of Malaya with a Bachelor of Arts (Honours) Degree in 1958. He also obtained a Diploma in International Relations from the Institute of Social Studies, The Hague in 1967. He commenced his career in 1958 as an Administrative Officer in Malayan Civil Services. He was the Assistant State Secretary of Malacca from 1960 to 1962, District Officer of Jasin from 1962 to 1963 before his transfer to the Ministry of Defence as Principal Assistant Secretary from 1964 to 1967. He then served as Under Secretary in the Prime Minister Department from 1967 to 1972 before joining the Ministry of Culture, Youth & Sports. In 1974, he was appointed Secretary General of the said Ministry. Thereafter, he was seconded to the Malaysian Rubber Exchange and Licensing Board from 1977 to 1993 and served as Chairman of the Board from 1980 to 1993. He also held the position of Chairman of the International Rubber Association from 1984 to 1993 and also as Chairman of the Buffer Stock Committee of the International Natural Rubber Organisation from 1984 to 1986. He was the Vice Chairman of the Malaysian National Shippers Council from 1980 to 1993. Currently, he is a director of Cygal Berhad, Gula Perak Berhad, Hwang-DBS (Malaysia) Berhad, Apollo Food Holdings Berhad, Paramount Corporation Berhad and Zaitun Berhad.
  • 13. 13Annual Report 2002 DATUK HENRY CHIN POY-WU PSD, PGDK Aged 65, retired from government service in 1993 after almost 40 years of service. His last post with the Malaysian Government was the Commissioner of Police, Kuala Lumpur. During his career he had also been trained and served in overseas including England, America, Australia, Japan and others. After his retirement from government services, he began to be involved in business and is now Director of eight Public Listed companies. He is currently director of Malaysian Mosaics Berhad, J.T. International Berhad, Kilang Papan Seribu Daya Berhad, Eastern & Oriental Berhad, Glenealy Plantations (Malaysia) Berhad, Magnum Corporation Berhad, Hap Seng Consolidated Berhad and Amalania Koko Berhad. He is also active in education, social and communal works and is a Board Member of the University Malaysia Sabah; Vice Chairman of the Malaysian Crime Prevention Foundation; member of the Pardon Board, Sabah; Deputy Chairman of Kinabalu Foundation Sabah; Chairman of Datuk Seah Tee Tsui Foundation, Kota Kinabalu, Sabah and is the Hon. Life President of Asia Karate Federation. He has been a Director of Nanyang Press Holdings Berhad since December 1993. DATUK LEONG TANG CHONG Aged 59, was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in August 2001. He is also a member of the Finance Committee and Chairman of the Remuneration Committee. Datuk Leong obtained his certificate in Teaching from the Malayan Teachers’ college. He subsequently obtained a Bachelor of Laws from the Victoria University of Wellington, New Zealand in 1979 and passed the New Zealand Law Professional Examination in 1980. He was admitted as a Barrister and Solicitor of the High Court of New Zealand in 1981 and as a Barrister and Solicitor of the Supreme Court of Australia Capital Territory, Australia in 1988. Subsequently, in 1989, he was appointed as Commissioner for Oaths by the Supreme Court of Malaysia. He was admitted as an Advocate Solicitor of the High Court of Malaya in January 1982 and has been practicing law since then. Currently, he is also a Director of STAR Publications (Malaysia) Berhad and a Trustee of UTAR Education Foundation. DATO’ WONG SEE WAH Dato’ Wong See Wah, aged 56, started his career in the education arena before devoted to politics in 1982. He was then appointed as the Negeri Sembilan State EXCO and Deputy Minister in the Prime Minister’s Department and the Ministry of Finance until 1999. During his service as a state assemblyman and parliamentarian, he has served the people and implemented various state and federal development projects. He represented Malaysian in various international conferences and led a number of delegations to promote Malaysia as the preferred international financial market. Presently, he is the Chairman of a few private companies and also acts as an advisor for various social and charitable organizations in Malaysia. Dato’ Wong was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in November 2001. He is also a member of the Nomination Committee and Remuneration Committee of the Company. MAH KENG HOCK Mr Mah Keng Hock, aged 63, Barrister, is a member of the English Bar. He joined the Malaysian Legal Service in 1963, having served as Senior Assistant Registrar High Court and then as Magistrate in Kuala Lumpur. In 1964, he started his own law practice. In 1972, he went into property development business. Mr Mah was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in September 2002.
  • 14. 14 Nanyang Press Holdings Berhad YOONG YAN PIN Mr Yoong Yan Pin, 65, retired from banking after 32 years of service in the banking industry. He was Chief Executive Officer of Chung Khiaw Bank Malaysia and United Overseas Bank Malaysia for 26 years and a board member for 23 years. Prior to joining the United Overseas Bank Group, he was a school teacher for 5 years, Bank Examiner in Bank Negara Malaysia for 3 years and Assistant to Chief Executive Officer of a commercial bank for 2 years. He holds a Certificate of Education (Kirkby College, Liverpool) and a Bachelor of Arts (Hons.) degree (Economics & Chinese Studies) from the University of Malaya. He is a Fellow of the Institut Bank-Bank Malaysia and was a Fellow of the Chartered Institute of Bankers London and the British Institute of Management. He served as a Council Member of the Association of Banks in Malaysia for 23 years and Institut Bank-Bank Malaysia for 15 years. He was a Board Member of the Credit Guarantee Corporation Berhad for 2 terms. Mr Yoong is currently a Director of ABS Real Estate Berhad, a Trustee of the Nanyang Press Foundation and a Committee Member of the Kuala Lumpur & Selangor Chinese Chamber of Commerce and Industry, Federation of Hakka Associations Malaysia and Wilayah & Selangor Kayin Association. Mr Yoong was appointed as a Non-Executive Independent Director of Nanyang Press Holdings Berhad in November 2001. He is also a member of the Audit Committee and Remuneration Committee of the Company. LEONG CHEW MENG Mr Leong Chew Meng, aged 47, is an Accountant by profession. He obtained his Bachelor of Commerce & Administration Degree (BCA) in October 1978 with a major in Accountancy from Victoria University of Wellington, New Zealand. In August 1987, he was admitted as a Chartered Accountant to the Institute of Chartered Accountants of New Zealand. He is also a member of the Malaysian Institute of Accountants. Prior to diversifying into business as Business Consultant and Advisor, he was the Financial Controller and Director of several multi national companies in the manufacturing, trading and retail sectors. Mr Leong was appointed as a Non-Executive Director of Nanyang Press Holdings Berhad in September 2002. LAU TIANG HUA Mr Lau Tiang Hua, aged 49, is a certified public accountant from the Malaysian Institute of Certified Public Accountants (MICPA) and a member of the Malaysian Institute of Accountants (MIA). He was General Manager for finance and administration with a major media publishing company in Malaysia before starting his own practice, JB Lau & Associates, Public Accountants in Penang. He is an Independent Director of Panglobal Berhad and Malaysia Building Society Berhad. Mr Lau was appointed as a Non-Executive Independent Director of Nanyang Press Holdings Berhad in September 2002.
  • 15. 15Annual Report 2002 Statement On Corporate Governance INTRODUCTION The Group is committed to high standards of corporate governance. This statement describes the manner in which the Company has applied the principles and the extent of compliance with its best practices as set out in the Malaysian Code on Corporate Governance during the financial year. DIRECTORS The Company is led by an experienced Board comprising members from varied backgrounds and together they bring a balance of skills and experience to the business. A brief profile of each Director is presented on pages 12 to 14 of this Annual Report. The Board considers the current composition and size of the Board as adequate. The Board comprises one Executive Director and nine Non-Executive Directors, four of whom are Independent. There are clear divisions of accountability and responsibility between the Chairman and the Managing Director. The Chairman who holds a Non-Executive position has a primary responsibility of running the Board. The Managing Director has executive responsibilities for the operations, results and strategic development of the Group. The Board balance ensures that no one individual or Group dominates the decision-making process. The Board manages overall control of the Group’s affairs by a formal schedule of matters reserved for its decision. These include the approval of financial statements, major acquisitions and disposals, authority levels for expenditure, treasury policies, risk management policies and succession plans for senior executives. To enable the Board to make considered decisions, the relevant information is made available to all Board members in advance of Board meetings. All Directors have access to the services of the Company Secretary and may seek independent professional advice at the company’s expense in the furtherance of their duties. The Board also delegates certain responsibilities to Board Committees, which operate within clearly defined terms of reference. The Board has four Standing Committees, the Audit Committee (please refer to the Report on Audit Committee set out on pages 20 to 22), the Nomination Committee, the Remuneration Committee and the Finance Committee. Board Committee Nomination Remuneration Audit Finance Board Member Committee Committee Committee Committee YBhg Datuk Oh Chong Peng ** * ** Mr Liew Peng Chuen * YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin * ** YBhg Datuk Henry Chin Poy-Wu * * YBhg Datuk Leong Tang Chong ** * YBhg Dato’ Wong See Wah * * Mr Mah Keng Hock Mr Yoong Yan Pin * * Mr Leong Chew Meng * Mr Lau Tiang Hua * ** Chairman * Member
  • 16. 16 Nanyang Press Holdings Berhad Appointments Of The Board And Re-Election The Board has a Nomination Committee comprising exclusively of Non-Executive Directors. The Nomination Committee’s responsibility is to propose new nominees for the Board, to annually review the required skills and core competencies of Non-Executive Directors and assess the effectiveness of the Board as a whole. As stated in the Directors’ report, the Company’s Articles of Association require that at least one third of the Directors retire by rotation each financial year and eligible Directors can offer themselves for re- election at the Annual General Meeting. The Company’s Articles of Association also ensure that all Directors are subject to re-election by rotation once every three years. Directors’ Remuneration The Board has a Remuneration Committee comprising entirely of Non-Executive Directors. The Committee’s responsibilities include recommending to the Board the remuneration of the Executive Directors. The Board as a whole determines the remuneration of the Non-Executive Directors. Directors’ remuneration for the financial year are as follows: Salaries & Other emoluments 676 - Directors’ fees - 274 Benefit-in-kind 15 - Total 691 274 Company Executive Non-Executive Directors Directors RM’000 RM’000 Number of Board Meetings Held During Directors Tenure in Office Attended YBhg Datuk Oh Chong Peng (Chairman) 5 5 Mr Liew Peng Chuen (Managing Director) 5 5 YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin * 5 5 YBhg Datuk Henry Chin Poy-Wu * 5 3 YBhg Datuk Leong Tang Chong 4 4 YBhg Dato’ Wong See Wah (Appointed on 27.11.2001) 3 3 Mr Yoong Yan Pin * (Appointed on 27.11.2001) 3 3 Mr Mah Keng Hock (Appointed on 19.9.2002) N/A N/A Mr Leong Chew Meng (Appointed on 19.9.2002) N/A N/A Mr Lau Tiang Hua * (Appointed on 19.9.2002) N/A N/A (* Independent Non-Executive Director) The attendance of the Directors at the Board meetings held between 1st July 2001 and 30th June 2002 is set out below:-
  • 17. 17Annual Report 2002 The numbers of Directors in each renumeration band for the financial year are as follows: RELATIONS WITH SHAREHOLDERS The Company encourages communications with its institutional and private shareholders. Regular meetings are held with institutional investors to consider business progress and the business generally. Individual shareholders have the opportunity to address the Board at the Annual General Meeting, and the Directors meet informally with the shareholders after the Annual General Meeting. ACCOUNTABILITY AND AUDIT The Board aims to present a balanced, clear and comprehensive assessment of the Group’s financial position and prospects in the annual financial statements and quarterly announcements to shareholders, investors and regulatory authorities. The Finance Committee, comprising three (3) Non-Excutive Directors and the Managing Director, reviews all financial matters, examines strategic investment proposals and makes appropriate recommendations to the board. The Finance Committee and The Audit Committee assist the Board in reviewing information for disclosure to ensure accuracy, adequacy and completeness. The Statement by Directors of their responsibilities for preparing the financial statements is set out on page 32 of this Annual Report. Information on the Group’s internal control is presented in the Statement on Internal Control set out on pages 18 to 19. RELATIONSHIP WITH THE AUDITORS The Audit Committee of the Board provides an independent channel of communication for the external and internal auditors. The Board ensures that an objective and professional relationship is maintained with the external auditors through the Audit Committee which keeps under review the nature, scope and results of the external audit, its costs effectiveness and the independence and objectivity of the auditors. It also reviews the scope of work and extent of the activity of the internal audit function. STATEMENT OF DIRECTORS’ RESPONSIBILITY IN RELATION TO THE FINANCIAL STATEMENTS The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Company and the Group as at the end of the financial year and of the profit and loss and the cash flow of the Company and the Group for the financial year. The Directors consider that in preparing the financial statements on pages 33 to 63, the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates, and that applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 have been applied. The Directors are responsible for ensuring that the Group maintains proper accounting records, which disclose with reasonable accuracy the financial position of the Company and the Group, and also enable them to ensure that the financial statements comply with the Companies Act, 1965. Up to RM50,000 1 * 4 RM50,001 to RM100,000 1 * 2 RM550,000 to RM600,000 1 - * These Executive Directors resigned from the Board on 17th August 2001. Company Executive Non-Executive Directors Directors
  • 18. 18 Nanyang Press Holdings Berhad The Board has overall responsibility for internal control, including risk management practices, and sets appropriate policies having regard to the objectives of the Group. Executive management has the responsibility for the identification, evaluation and management of risks and for the implementation and maintenance of control systems in accordance with the Board’s policies. The system of the internal control is designed to provide the Board with reasonable assurance regarding the maintenance of proper accounting records, the reliability of the financial information and that Group assets are safeguarded. Such a system is designed to manage rather than to eliminate the risk of failure to achieve business objectives and only provide reasonable and not absolute assurance against material misstatement or loss. The Board, through the Audit Committee, has reviewed the effectiveness of the systems of internal control for the accounting year and the period to the date of approval of the financial statements. In May 2002, the Audit Committee formally set up an Internal Audit Department. Prior to this, System and Project Department undertook to review the internal control system of the Group. The Group’s external auditors contribute a further independent perspective on certain aspects of the internal financial control system arising from their work and annual report of their findings to the Audit Committee. The Board through the Audit Committee ensures that the whole management process provides adequate control mechanisms over all major risks to the Group. The framework and key processes that the Board has established in reviewing the adequacy and the integrity of the system of internal control are as follows:- i. Control Environment There is a clearly defined organizational structure in which levels of authority and accountability are well defined. The Group’s business operates within a framework of procedures laid down in manuals and the Group’s personnel are required to comply with these procedures as relevant to their functions and responsibilities. Financial reporting follows generally accepted accounting practice. ii. Identification and Evaluation of Risks There is an ongoing process for identifying and reviewing the principal risks affecting the Group’s business and evaluating their financial implications. The management with feedback from Group internal audit department has established a risk register, which identifies key risks, their potential financial impact, and the likelihood of those risks occurring as well as the control measures to manage those risks. Statement On Internal Control
  • 19. 19Annual Report 2002 iii. Financial Control There is comprehensive planning system with annual plans approved by the Board. Activities and results are reported against these plans on both monthly and quarterly bases, in sufficient detail to allow the Directors and the senior management to monitor the financial and non-financial key performance indicators, business activities, risks and progress towards objectives. Central review and approval procedures are in place in respect of major areas of risk such as acquisition and disposal of assets, major contracts, capital expenditure, litigation, treasury management, taxation and environmental issues. iv. Recruitment and Retention of Effective Personnel The professionalism and competence of staff is maintained through a formalized recruitment process, annual appraisal and remuneration review system and a variety of training and development programs to ensure that appropriate people of caliber are selected and retained. v. Monitoring of the System of Internal Control The Group’s internal audit department performs regular reviews of business processes to assess the effectiveness of internal controls and highlight significant risks impacting the Group with recommendation for improvement to the Audit Committee.
  • 20. 20 Nanyang Press Holdings Berhad Audit Committee Report COMPOSITION The composition of the Audit Committee presently consists of the following: - Members of the Committee YBhg Tan Sri Dato’ Ahmad Sabki Bin Jahidin - Chairman, Independent Non-Executive Director YBhg Datuk Henry Chin Poy-Wu - Independent Non-Executive Director YBhg Datuk Oh Chong Peng - Non-Executive Director Mr Yoong Yan Pin - Independent Non-Executive Director (Appointed on 27.11.2001) Mr Lau Tiang Hua - Independent Non-Executive Director (Appointed on 8.10.2002) TERMS OF REFERENCE 1. Composition of Audit Committee The Committee shall be appointed by the Directors from among its members and shall compose of not fewer than three (3) members. The majority of the members shall be non-executive directors. A quorum shall be two members. No member of the Committee shall be a) A spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the Company or any related corporation. b) Any person having a relationship, which in the opinion of the Directors, would interfere with the exercise of independent judgement in carrying out the functions of an audit committee. The Committee shall elect a Chairman from among its members who is not an executive director or employee of the Company or any related corporation. If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below three (3), the Board of Directors shall, within three (3) months of that event, appoint such number of new members as may be required to make up the minimum of three (3) members. 2. Meetings The Committee shall meet at least four (4) times a year. The Chairman shall convene a meeting of the Committee if requested to do so by any member, the management or the internal or external auditors to consider any matter within the scope and responsibilities of the Committee. 3. In attendance at Meetings The group financial controller, internal auditor and a representative of the external auditors shall normally attend meetings. However, the Committee may invite any person to be in attendance to assist it in its deliberation.
  • 21. 21Annual Report 2002 4. Secretary to Audit Committee and Minutes The Company Secretary shall be the secretary of the Committee and as a reporting procedure, the minutes shall be circulated to all members of the Board. 5. Authority The Committee is authorized by the Board to investigate any activity within its terms of reference. It is authorized to seek any information it requires from any employee for the purpose of discharging its functions and responsibilities. The Committee is also authorized to obtain legal or other independent professional advice and to ensure the attendance of outsiders with relevant experience and expertise if it considers this necessary. The Committee is authorized to convene meetings with the external auditors, in the absence of the management, at least once a year. 6. Functions The functions of the audit committee are as follows: a) To review the audit plan with the external auditors. b) To review, with the external auditors, their evaluation of the system of internal accounting controls and audit findings. c) To review the audit report with the external auditors. d) To review the assistance given by the Company’s officers to the external auditors. e) To review the scope and results of internal audit procedures. f) To review the financial statements of the Company and the consolidated financial statements submitted to the Audit Committee by the Company and thereafter to submit them to the Directors of the Company. g) To review any related party transactions that may arise within the Company or the Group, h) To nominate a person or persons as the external auditors. i) Other functions as may be agreed to by the Audit Committee and the Board of Directors. ATTENDENCE OF MEETINGS The details of attendance of each member are as follows: - YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin (Chairman) 4 4 YBhg Datuk Oh Chong Peng 4 4 YBhg Datuk Henry Chin Poy-Wu 4 3 Mr Yoong Yan Pin (Appointed on 27.11.2001) 2 2 Mr Lau Tiang Hua (Appointed on 8.10.2002) N/A N/A Number of Meetings Held During Members Tenure in Office Attended
  • 22. 22 Nanyang Press Holdings Berhad SUMMARY OF ACTIVITIES During the year, the activities of the Audit Committee included the reviews of:- i) The unaudited quarterly financial result announcements for each quarter of the Group prior to the Board’s approval. ii) The audit report and observations made by the external auditors on the audited financial statements that require appropriate actions and the Management’s response thereon reporting them to the Board. iii) The internal audit plan and findings of the internal auditors. iv) The scope of work and audit plan of the external auditors for financial year ended 30 June 2002. v) The related party transactions and conflict of interest situations that may arise within the Group. vi) The appointment and fees of external auditors. The Committee also met with the external auditors in the absence of the management. INTERNAL AUDIT FUNCTION There is an internal audit function established to carry out audits of the Group’s key operations. Internal audits are conducted based on the audit plan that is reviewed by the Audit Committee and approved by the Board. During the year, the activities of internal audit included the review of operational controls to ensure compliance with Group’s policies and procedures, conducting a briefing on corporate governance, review of risk assessment, and updating risk records for all subsidiaries.
  • 23. 23Annual Report 2002 Turnover 296.3 252.9 286.2 286.7 277.8 Operating Profit Before Exceptional Items 26.8 25.9 33.0 1.7 28.3 (Loss)/Profit Before Taxation 15.7 23.9 31.1 ( 1.6) 23.9 (Loss)/Earnings Per Share (sen) 10.1 41.7 35.8 ( 3.9) 36.3 Capital Expenditure 20.2 1.7 7.2 14.1 17.6 Net Tangible Assets 131.9 144.5 142.9 88.7 111.7 Total Shareholders’ Funds 137.4 148.8 143.8 88.7 111.7 Turnover (RM Million) 300 250 200 150 100 50 0 1998 1999 2000 2001 2002 Operating Profit Before Exceptional Items (RM Million) 35 30 25 20 15 10 5 0 1998 1999 2000 2001 2002 FINANCIAL YEAR ENDED 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE (RM MILLION) 1998 1999 2000 2001 2002 AS AT 30 JUNE 30 JUNE 30 JUNE 30 JUNE 30 JUNE (RM MILLION) 1998 1999 2000 2001 2002 Financial Highlights 296.3 252.9 286.2 286.7 277.8 1.7 33.0 25.9 28.3 26.8
  • 24. 24 Nanyang Press Holdings Berhad On behalf the Board of Directors, I am pleased to present the Annual Report and Financial Statement for the financial year ended 30 June 2002. On behalf the Board of Directors, I am pleased to present the Annual Report and Financial Statement for the financial year ended 30 June 2002. FINANCIAL RESULTS The Group recorded a satisfactory performance for the year. Tight control of costs and reduced newsprint prices enabled the Group to improve on the previous year’s performance. The Group’s turnover for the year ended 30 June 2002 decreased by 3% to RM277.8 million, compared to RM286.7 million in the previous year. The Group achieved an operating profit of RM28.3 million for the financial period under review compared to RM1.7 million in the previous year. After provision for diminution of RM4.4 million in value of quoted investments, the Group recorded a profit before taxation of RM23.9 million, compared to the preceding year corresponding period’s loss of RM1.6 million. The net earnings per share for the year was 36.3 sen, compared with the previous year’s loss of 3.9 sen per share. As at 30 June 2002, the Group’s net tangible assets stood at RM111.7 million, which was 25.9% higher than last year’s RM88.7 million. EDITORIAL REVIEW Once again the Group publications won recognition in the national awards. The Group won all the Malaysian Press Institute Awards for the Chinese newspaper category. Nanyang Siang Pau won two Awards – Best News/ Feature and Sport News. The China Press won the Best Economic News and Entertainment News awards. Feminine won the Best Magazine Writers award. Nanyang Siang Pau also won the DiGi Journalist of The Year Award, Dewan Bahasa dan Pustaka Chairman’s Statement Journalist of The Year Award, three Dato’ Wong Kee Tat Awards and three Dato’ Yap Yong Seong Awards. The China Press also won several awards including three ICI-CCM Environmental Journalism Awards, two Dato’ Tan Leong Ming Awards, two Consumer News Awards from the Ministry of Domestic Trade and Consumer Affairs, and a Dato’ Wong Kee Tat Award. Efforts continue to be made to improve the editorial contents, presentation and pagination so as to enhance the quality of all our titles. OPERATIONAL REVIEW During the year under review, the Group carried out press reconfiguration for Nanyang Siang Pau and The China Press. When completed, this will bring operational efficiencies and improved productivity for both companies. The China Press will have the capacity for more color pages and improved print quality. Life Publishers launched a men’s magazine New Icon For Him in October 2001. Response to this magazine has been good, both in terms of readership and appeal to advertisers. As it stands now, Life Publishers has one tabloid newspaper and 16 magazines under its stable. CittaBella celebrated her 5Th anniversary this year. The magazine continues to perform well and has enjoyed strong growth in advertising revenue. Nanyang Online successfully launched its latest lifestyle and customer loyalty platform, Red Hot, in December 2001. Red Hot is the only lifestyle card incorporating four functions. The card offers discounts to the members at more than 2,000 outlets nationwide. It provides a secure payment instrument for e-commerce with 3-level authentication through card, mobile phone and PIN security. The Card also enables the members to collect and redeem loyalty points from renowned brands such as Elba, Philips, National- Panasonic, Hoover, Tearproof, Transmark, Braun,
  • 25. 25Annual Report 2002 Some of the participants at the annual “Smart Card Family Day” held in Genting Highlands from 17 May to 19 May 2002. YB Datuk Seri Dr. Mahathir Mohamed, our Prime Minister, presenting the award to Tan Yoke Nai, the winner of the Malaysian Press Institute Award for News/Features category, on 2 June 2002, Prime Minister Datuk Seri Dr. Mahathir Mohamed, presenting the award to Tan Boon Piaw, the winner of the Malaysian Press Institute Award for sports category, on 2 June 2002, Life Publishers General Manager, Mr Law Beng Chee with celebrities during the 17th Birthday cum launching of the new LTV magazine held at Flux Discotheque, Kuala Lumpur on 16 September 2001. Nanyang Online’s General Manager, Mr. Cheong Chia Chieh, presenting the Nanyang “RedHot” Card to Minister of Housing and Local Government, YB Dato’ Seri Ong Ka Ting at the launching ceremony held in Nanyang Siang Pau Auditorium on 20 May 2002. The Charity Home of China Press donated five haemodialysis machines to five non-profit charitable organisations during a ceremony held at the China Press Auditorium on 27 October 2001. YB Datuk Seri Abdullah Ahmad Badawi, our Deputy Prime Minister, launching the “Telekasih-Dial-A-Donation” charity campaign on 1 October 2001. In conjunction with Citta Bella’s 5th Anniversary in April 2002, a fashion and beauty road show was organised covering major towns in Malaysia. It featured fashion shows, make-up demonstrations and live performances.
  • 26. 26 Nanyang Press Holdings Berhad Aussino, Travelite, La Gourmet, CLLS, Central Melamine and others. The Card members are also entitled to as much as 87% savings on STD and IDD calls. In addition, it also gives members the convenience of prepaid mobile reloads. In its content delivery business, Nanyang Online has tied up with Reuters to provide financial information over a wireless network named Financial eMAG. The service is currently delivered through a paging network and will migrate to other wireless platforms as technology evolves. Sportstar eMAG meanwhile, is the delivery of premium sports content over a similar network. COMMUNITY SERVICE PROJECTS During the year, the Group publications organized various community projects involving a spectrum of events covering sports, education, lifestyle, musicals, and a host of others throughout the year, which attracted keen interest and support from the public. Nanyang Press Foundation dialysis centre in Kuala Lumpur is providing treatment to approximately 34 low-income patients monthly. PROSPECTS Newsprint prices are expected to increase in the next financial year, and this would affect the Group’s profitability. However, with the management’s continuing efforts in cost saving and revenue generating measures, and barring any major unforeseen circumstances, the Board expects the Group to continue to be profitable. BONUS ISSUE AND EMPLOYEES’ SHARE OPTIONS SCHEME On 9 October 2002, we announced the proposed bonus issue of 15,477,668 new ordinary shares of RM1.00 each on the basis of one new share for every four existing shares held in the Company on a date to be determined. We also proposed to establish an Employees’ Share Option Scheme for the benefit of eligible employees and Executive Directors of the Group. The Scheme is aimed at motivating and retaining staff who had contributed and will continue to contribute to the growth and success of the Group. We expect to obtain all required approval by end Decemeber 2002. DIVIDEND The Board has declared a second interim dividend of 7.5 sen per share payable on 1 November 2002 which together with the interim dividend of 2.5 sen per share paid on 10 April 2002 represent a total dividend of 10 sen per share for the financial year ended 30 June 2002. No final dividend is proposed for the financial year ended 30 June 2002. DIRECTORATE On behalf of the Board, I would like to extend a warm welcome to Dato’ Wong See Wah, Mr Mah Keng Hock, Mr Yoong Yan Pin, Mr Leong Chew Meng and Mr Lau Tiang Hua to the Board. I look forward to the contributions their varied experiences will bring to the Group. APPRECIATION On behalf of the Board and management, I thank our readers, news vendors, agents, advertisers, advertising agencies, financiers and business associates for their continued support during the period. I am also indeed very grateful for the dedication and loyalty shown by the management and staff during the year. DATUK OH CHONG PENG Chairman Kuala Lumpur 9 October 2002
  • 27. 27A n n u a l R e p o r t 2 0 0 2 Report Of The Directors The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 30 June 2002. PRINCIPAL ACTIVITIES The principal activities of the Company are those of investment holding, letting of investment properties and provision of management services. The principal activities of the subsidiaries are described in Note 5 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. FINANCIAL RESULTS Profit before taxation 23,857 13,701 Taxation ( 2,632 ) ( 787 ) Profit after taxation 21,225 12,914 Minority interests ( 10 ) - Profit attributable to shareholders of the Company 21,215 12,914 Retained profit brought forward 37,819 19,421 Profit available for appropriation 59,034 32,335 Less: Dividends ( 1,054 ) ( 1,054 ) Retained profit carried forward 57,980 31,281 In the opinion of the Directors, the results of the 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. DIVIDENDS Since the end of the previous financial year, the Company paid an interim dividend of 2.5% less tax at 28% amounting to RM1,053,930 in respect of the financial year ended 30 June 2002 on 10 April 2002. The Company’s own shares repurchased by the Company amounting to 3,359,000 shares did not qualify for the dividend. The Directors now declare a second interim dividend of 7.5% less tax at 28% on ordinary shares of RM1.00 each amounting to RM3,161,800 in respect of the current financial year. The Company’s own shares repurchased by the Company amounting to 3,359,000 shares did not qualify for the dividend. No final dividend is proposed for the financial year ended 30 June 2002. SHARE CAPITAL During the financial year, the issued and paid-up share capital of the Company was increased from RM61,355,070 to RM61,910,670 by the issue of 555,600 new ordinary shares of RM1 each at an option price of RM5.16 per ordinary share pursuant to the ESOS of the Company. The new shares issued rank pari passu with the existing shares of the Company. GROUP COMPANY RM’000 RM’000
  • 28. 28 N a n y a n g P r e s s H o l d i n g s B e r h a d Report Of The Directors (Continued) SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR (a) Termination of Proposed Acquisition of Asia Times Sdn Bhd On 22 January 2002, the Company announced that the Agreement to acquire 100% equity interest in Asia Times Sdn Bhd has been terminated as the Company failed to obtain approval from the Home Ministry. The deposit of RM450,000 with accrued interest was refunded to the Company. (b) Change in Shareholding of Nanyang Press Holdings Berhad Subsequent to the mandatory take-over on 31 May 2001, Huaren Management Sdn. Bhd. (“HMSB”)’s shareholdings in Nanyang Press Holdings Berhad (“NPHB”) was increased from 41,940,902 shares (71.50%) to 53,919,613 shares (92.14%). As such, the Kuala Lumpur Stock Exchange (“KLSE”) has, vide its letter dated 20 August 2001, suspended the trading of NPHB shares pursuant to Chapter 11.09 of the KLSE Listing Requirements, as the take-over has resulted in HMSB holding more than 90% equity interest in NPHB. As provided under Chapter 8.15 of the KLSE Listing Requirements, the KLSE has granted NPHB a time period of 6 months up to 22 February 2002 to comply with the 25% Public Shareholdings Spread Requirement to enable the continued listing of NPHB on the Main Board of the KLSE. NPHB has applied for an extension of time to comply with this requirement. Subsequently, the KLSE has approved NPHB’s application for the extension of time until 22 June 2002 to comply with the 25% Public Shareholdings Spread Requirement. On 1 May 2002, HMSB has entered into an arrangement with Rashid Hussain Securities Sdn. Bhd. under which the latter will place out 10,888,636 NPHB shares representing a 17.59% equity interest in the Company. The transaction will result in HMSB holding less than 75% of the paid-up capital of NPHB and lead to the eventual requotation of the shares of the Company. Trading in NPHB’s shares resumed with effect from 14 June 2002 as the Company’s shareholding structure has been regularised and the Company has complied with the 25% public shareholding spread requirement. EVENTS SUBSEQUENT TO BALANCE SHEET DATE Significant events subsequent to the balance sheet date are disclosed in Note 34 to the financial statements. DIRECTORS The Directors of the Company in office since the date of the last report and at the date of this report are: YBhg Datuk Oh Chong Peng (Chairman) Liew Peng Chuen (Managing Director) YBhg Tan Sri Dato’ Ahmad Sabki bin Jahidin YBhg Datuk Henry Chin Poy-Wu YBhg Datuk Leong Tang Chong YBhg Dato’ Wong See Wah ( Appointed on 27 November 2001 ) Yoong Yan Pin ( Appointed on 27 November 2001 ) Mah Keng Hock ( Appointed on 19 September 2002 ) Leong Chew Meng ( Appointed on 19 September 2002 ) Lau Tiang Hua ( Appointed on 19 September 2002 )
  • 29. 29A n n u a l R e p o r t 2 0 0 2 In accordance with Article 90 of the Company’s Articles of Association, YBhg Datuk Henry Chin Poy-Wu retires by rotation from the Board at the forthcoming Annual General Meeting and, being eligible, offers himself for re-election. In accordance with Article 96, YBhg Dato’ Wong See Wah, Mr Yoong Yan Pin, Mr Mah Keng Hock, Mr Leong Chew Meng and Mr Lau Tiang Hua retire from the Board at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election. Neither at the end nor at any time during that financial year, did there subsist any arrangement to which the Company was a party, whereby Directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. None of the Directors holding office at 30 June 2002 held or dealt in the ordinary shares or options of the Company or its related companies during the financial year ended 30 June 2002. No Director of the Company has since the end of the previous financial year received or become entitled to receive a benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by the Directors shown in the financial statements or the fixed salary of a full-time employee of the Company or of a related company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest. EXECUTIVE SHARE OPTION SCHEME (”ESOS“) The main features of the ESOS are, inter alia, as follows: 1. Eligible executives are those executives who have served the Group for a period of at least one (1) year and have been confirmed in service on the date of offer, and full time executive directors of the Company whose maximum allowable allotments have been approved by the Company in a general meeting. 2. The aggregate number of shares to be issued under the ESOS shall not exceed 10% of the total issued and paid-up ordinary share capital of the Company for the time being. 3. The ESOS shall be in force for a period of five (5) years commencing from 24 December 1999, subject however to any extension for a further period of five (5) years provided that the requisite approvals have been obtained for such extension. 4. The option price shall be the average of the mean market quotation of the shares of the Company as quoted on the Kuala Lumpur Stock Exchange for the five (5) market days preceding the date of offer, or at the par value of the shares of the Company of RM1, whichever is higher. 5. A grantee may exercise up to 20% of shares comprised in an option in any one year and the number of shares to be exercised shall be in multiples of and not less than 1,000 shares provided that if the grantee’s balance of shares is less than 1,000 shares, the balance of shares must be exercised in a single tranche. 6. No executive shall be eligible to participate in more than one (1) employees’ share option scheme implemented by the subsidiaries within the Group.
  • 30. 30 N a n y a n g P r e s s H o l d i n g s B e r h a d Report Of The Directors (Continued) 7. In the event of a takeover offer being made for the Company by a general offer or otherwise and resulting in a change of control (as shall be notified by the Company or the ESOS Committee) and upon such offer becoming or being declared unconditional, a Grantee shall be entitled within six calendar months of the date on which such offer becomes or is declared unconditional (within the Option Period) to exercise in whole or in part up to the full extent of the Option remaining unexercised. This ESOS has been terminated on 6 January 2002. The movements in the Company’s unissued ordinary shares under the ESOS during the financial year are as follows: NUMBER OF UNISSUED ORDINARY SHARES OF RM1 EACH UNDER THE ESOS AT OPTIONS OPTIONS AT 1.7.2001 EXERCISED TERMINATED 30.6.2002 ‘000 ‘000 ‘000 ‘000 At option price of RM5.16 823 ( 556 ) ( 267 ) - At option price of RM11.18 36 - ( 36 ) - 859 ( 556 ) ( 303 ) - OTHER STATUTORY INFORMATION (a) Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonable steps: i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful debts; and ii) to ensure that all current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise. (b) At the date of this report, the Directors are not aware of any circumstances which would render: i) the amount written off for bad debts or the amount of the provision for doubtful debts in the Group and of the Company inadequate to any substantial extent; ii) the values attributed to current assets in the financial statements of the Group and of the Company misleading. (c) At the date of this report, the Directors are not aware of any circumstances 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. (d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
  • 31. 31A n n u a l R e p o r t 2 0 0 2 (e) At the date of this report, there does not exist: i) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures the liabilities of any other person; or ii) any contingent liability in respect of the Group and of the Company which has arisen since the end of the financial year. (f) In the opinion of the Directors: i) no contingent liability or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group and of the Company to meet its obligations as and when they fall due; and ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is 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. AUDITORS The auditors, Messrs Ernst & Young, have expressed their willingness to continue in office. Signed on behalf of the Board in accordance with a resolution of the Directors, YBhg Datuk Oh Chong Peng ) ) ) ) DIRECTORS ) YBhg Tan Sri Dato’ ) Ahmad Sabki Bin Jahidin ) Kuala Lumpur, Malaysia 8 October 2002
  • 32. 32 N a n y a n g P r e s s H o l d i n g s B e r h a d We, YBHG DATUK OH CHONG PENG and YBHG TAN SRI DATO’ AHMAD SABKI BIN JAHIDIN, being two of the Directors of NANYANG PRESS HOLDINGS BERHAD, do hereby state that in the opinion of the Directors, the financial statements set out on pages 33 to 63 have been drawn up in accordance with applicable Approved Accounting Standards so as to give a true and fair view of: (i) the financial position of the Group and of the Company as at 30 June 2002 and of the results of the Group and of the Company for the financial year then ended; and (ii) the cash flows of the Group and of the Company for the financial year ended 30 June 2002. Signed on behalf of the Board in accordance with a resolution of the Directors, YBhg Datuk Oh Chong Peng ) ) ) ) DIRECTORS ) YBhg Tan Sri Dato’ ) Ahmad Sabki Bin Jahidin ) Kuala Lumpur, Malaysia 8 October 2002 I, WEE TEE FATT, being the Officer primarily responsible for the financial management of NANYANG PRESS HOLDINGS BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 33 to 63 are in my opinion correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the ) abovenamed WEE TEE FATT at Kuala Lumpur ) WEE TEE FATT in the Federal Territory on 8 October 2002 ) Before me, Dato Dr. Mohamad Ashfar Bin Mohamad Ali Commissioner for Oaths Statement By Directors PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965 Statutory Declaration PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965
  • 33. 33A n n u a l R e p o r t 2 0 0 2 PROPERTY, PLANT AND EQUIPMENT 3 95,328 99,458 6,436 6,392 LONG-TERM INVESTMENTS 4 14,783 25,247 11,541 19,787 SUBSIDIARY COMPANIES 5 - - 78,011 79,088 ASSOCIATED COMPANY 6 - - - - CURRENT ASSETS Inventories 7 51,010 37,153 - - Trade receivables 8 53,315 49,503 - - Other receivables 9 19,118 21,709 15,725 16,869 Tax recoverable 7,182 1,444 4,226 1,370 Amounts due from subsidiary companies 10 - - 1,679 4,534 Deposits, cash and bank balances 11 17,963 10,770 407 669 148,588 120,579 22,037 23,442 CURRENT LIABILITIES Trade payables 22,155 20,195 - - Other payables 12 23,383 21,601 737 863 Short-term bank borrowings 13 80,708 100,360 19,200 22,500 Taxation 404 3,450 - - 126,650 145,606 19,937 23,363 NET CURRENT ASSETS/(LIABILITIES) 21,938 ( 25,027 ) 2,100 79 132,049 99,678 98,088 105,346 Balance Sheets AS AT 30 JUNE 2002 GROUP COMPANY 2002 2001 2002 2001 NOTES RM’000 RM’000 RM’000 RM’000
  • 34. 34 N a n y a n g P r e s s H o l d i n g s B e r h a d Balance Sheets (Continued) AS AT 30 JUNE 2002 GROUP COMPANY 2002 2001 2002 2001 NOTES RM’000 RM’000 RM’000 RM’000 FINANCED BY: SHARE CAPITAL 14 61,911 61,355 61,911 61,355 RESERVES 15 70,796 48,324 41,240 27,069 TREASURY SHARES 16 ( 20,974 ) ( 20,974 ) ( 20,974 ) ( 20,974 ) 111,733 88,705 82,177 67,450 MINORITY INTERESTS 224 224 - - AMOUNTS DUE TO SUBSIDIARY COMPANIES 10 - - 15,851 37,864 EMPLOYEES’ RETIREMENT BENEFITS 17 3,991 3,514 60 32 TERM LOAN 18 8,750 - - - DEFERRED TAXATION 19 7,351 7,235 - - 132,049 99,678 98,088 105,346 NET TANGIBLE ASSETS PER SHARE (SEN) AT 30 JUNE 191 153 140 116 The annexed notes form an integral part of these financial statements.
  • 35. 35A n n u a l R e p o r t 2 0 0 2 REVENUE 20 277,807 286,682 21,172 60,045 COST OF SALES ( 154,859 ) ( 184,120 ) - - GROSS PROFIT 122,948 102,562 21,172 60,045 OTHER OPERATING INCOME 21 4,882 2,052 3,008 - DISTRIBUTION COSTS ( 19,113 ) ( 18,540 ) - - ADMINISTRATIVE COSTS ( 24,953 ) ( 26,464 ) ( 1,673 ) ( 1,471 ) OTHER OPERATING COSTS ( 51,571 ) ( 52,271 ) ( 773 ) ( 944 ) ( 90,755 ) ( 95,223 ) 562 ( 2,415 ) PROFIT FROM OPERATIONS 32,193 7,339 21,734 57,630 FINANCE COSTS ( 3,900 ) ( 5,685 ) ( 2,520 ) ( 5,496 ) OPERATING PROFIT BEFORE EXCEPTIONAL ITEMS 22 28,293 1,654 19,214 52,134 EXCEPTIONAL ITEMS 23 ( 4,436 ) ( 3,287 ) ( 5,513 ) ( 1,000 ) PROFIT/(LOSS) BEFORE TAXATION 23,857 ( 1,633 ) 13,701 51,134 TAXATION 24 ( 2,632 ) ( 1,142 ) ( 787 ) ( 11,228 ) PROFIT/(LOSS) AFTER TAXATION 21,225 ( 2,775 ) 12,914 39,906 MINORITY INTERESTS ( 10 ) 444 - - PROFIT/(LOSS) FOR THE FINANCIAL YEAR 21,215 ( 2,331 ) 12,914 39,906 EARNINGS/(LOSS) PER SHARE (IN SEN) - basic 25 36.3 ( 3.9 ) - fully diluted 25 36.3 ( 3.9 ) NET DIVIDENDS PER SHARE (IN SEN) 26 1.8 89.5 The annexed notes form an integral part of these financial statements. Income Statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002 GROUP COMPANY 2002 2001 2002 2001 NOTES RM’000 RM’000 RM’000 RM’000
  • 36. 36 N a n y a n g P r e s s H o l d i n g s B e r h a d GROUP At 30 June 2000 as previously reported 61,192 ( 13,099 ) Prior year adjustment 27 - - At 30 June 2000 as restated 61,192 ( 13,099 ) Share options exercised 163 - Loss for the financial year - - Dividends 26 - - Own shares purchased - ( 7,875 ) At 30 June 2001 61,355 ( 20,974 ) Share options exercised 556 - Profit for the financial year - - Dividends 26 - - At 30 June 2002 61,911 ( 20,974 ) COMPANY At 30 June 2000 as previously reported 61,192 ( 13,099 ) Prior year adjusment 27 - - At 30 June 2000 as restated 61,192 ( 13,099 ) Share options exercised 163 - Profit for the financial year - - Dividends 26 - - Own shares purchased - ( 7,875 ) At 30 June 2001 61,355 ( 20,974 ) Share options exercised 556 - Profit for the financial year - - Dividends 26 - - At 30 June 2002 61,911 ( 20,974 ) The annexed notes form an integral part of these financial statements. Statement Of Changes In Equity FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002 TREASURY SHARE SHARES NOTES CAPITAL ACCOUNT RM’000 RM’000
  • 37. 37A n n u a l R e p o r t 2 0 0 2 880 6,177 2,770 85,835 143,755 - - - 6,429 6,429 880 6,177 2,770 92,264 150,184 678 - - - 841 - - - ( 2,331 ) ( 2,331 ) - - - ( 52,114 ) ( 52,114 ) - - - - ( 7,875 ) 1,558 6,177 2,770 37,819 88,705 2,311 - - - 2,867 - - - 21,215 21,215 - - - ( 1,054 ) ( 1,054 ) 3,869 6,177 2,770 57,980 111,733 880 6,090 25,200 80,263 - - 6,429 6,429 880 6,090 31,629 86,692 678 - - 841 - - 39,906 39,906 - - ( 52,114 ) ( 52,114 ) - - - ( 7,875 ) 1,558 6,090 19,421 67,450 2,311 - - 2,867 - - 12,914 12,914 - - ( 1,054 ) ( 1,054 ) 3,869 6,090 31,281 82,177 NON-DISTRIBUTABLE DISTRIBUTABLE SHARE REVALUATION MERGER RETAINED PREMIUM RESERVE RESERVE PROFIT TOTAL RM’000 RM’000 RM’000 RM’000 RM’000
  • 38. 38 N a n y a n g P r e s s H o l d i n g s B e r h a d Cash Flow Statements FOR THE FINANCIAL YEAR ENDED 30 JUNE 2002 GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 CASH FLOWS FROM OPERATING ACTIVITIES Operating profit/(loss) before taxation 23,857 ( 1,633 ) 13,701 51,134 Adjustments for: Depreciation 9,311 10,886 168 156 Interest expense 3,900 5,685 2,520 5,496 Provision for employees’ retirement benefits 98 286 28 24 Provision for doubtful debts 3,485 3,000 - - Provision for diminution in value: - long term investments 4,436 - 4,436 - - subsidiary companies - - 1,077 - Dividend income ( 75 ) ( 494 ) ( 19,318 ) ( 54,809 ) Interest income ( 641 ) ( 5,613 ) ( 682 ) ( 4,077 ) (Gain)/loss on disposal of property, plant and equipment ( 516 ) ( 18 ) ( 56 ) 36 Gain on disposal of investment ( 3,831 ) - ( 2,952 ) - Bad Debts recovered - 2 - - Amortisation of goodwill - 47 - - Goodwill written off - 857 - - 16,167 14,638 ( 14,779 ) ( 53,174 ) Operating profit/(loss) before working capital changes 40,024 13,005 ( 1,078 ) ( 2,040 ) Changes in working capital: Inventories ( 13,857 ) ( 21,258 ) - - Receivables ( 4,706 ) ( 1,499 ) 1,144 ( 1,731 ) Payables 4,553 1,197 ( 126 ) ( 498 ) Related company balances - 54,724 - 22,048 Cash generated from/(used in) operations 26,014 46,169 ( 60 ) 17,779 Interest paid ( 3,537 ) ( 3,746 ) ( 2,285 ) ( 3,558 ) Income taxes paid ( 11,300 ) ( 10,457 ) ( 3,643 ) ( 10,196 ) Payment of retirement benefits ( 109 ) ( 56 ) - ( 22 ) Contribution to retirement benefits fund - ( 352 ) - - Net cash generated from/(used in) operating activities 11,068 31,558 ( 5,988 ) 4,003
  • 39. 39A n n u a l R e p o r t 2 0 0 2 CASH FLOWS FROM INVESTING ACTIVITIES Purchase of treasury shares - ( 7,875 ) - ( 7,875 ) Purchase of property, plant and equipment ( 17,634 ) ( 14,095 ) ( 385 ) ( 211 ) Purchase of investment ( 140 ) - ( 140 ) - Interest received 641 5,613 682 4,077 Dividends received 75 494 19,318 54,809 Dividends paid to minority shareholders in a subsidiary company ( 10 ) ( 85 ) - - Shares subscribed by minority shareholders in a subsidiary company - 625 - - Proceeds from sale of property, plant and equipment 12,969 358 229 - Proceeds from disposal of investment 9,999 - 6,902 - Subscription of shares in a subsidiary company - - - ( 1,875 ) Advances to subsidiary companies - - (19,158 ) (2,958 ) Net cash generated from/(used in) investing activities 5,900 ( 14,965 ) 7,448 45,967 CASH FLOWS USED IN FINANCING ACTIVITIES Repayment of long-term loan ( 12,500 ) ( 36,000 ) ( 12,500 ) ( 36,000 ) Drawdown of long-term loan 10,000 - - - Drawdown of short-term borrowings 9,200 32,076 9,200 - Repayment of short-term borrowings ( 17,602 ) ( 10,000 ) - ( 10,000 ) Payment of finance lease creditors - ( 17 ) - - Payment of interest on long-term loan ( 363 ) ( 1,938 ) ( 235 ) ( 1,938 ) Payment of finance lease interest - ( 1 ) - - Dividends paid ( 1,054 ) ( 52,114 ) ( 1,054 ) ( 52,114 ) Proceeds from issue of shares 2,867 841 2,867 841 Net cash used in financing activities ( 9,452 ) ( 67,153 ) ( 1,722 ) ( 99,211 ) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS DURING THE FINANCIAL YEAR 7,516 ( 50,560 ) ( 262 ) ( 49,241 ) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 8,582 59,142 669 49,910 CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 28 16,098 8,582 407 669 The annexed notes form an integral part of these financial statements. GROUP COMPANY NOTES 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000
  • 40. 40 N a n y a n g P r e s s H o l d i n g s B e r h a d Notes To The Financial Statements 30 JUNE 2002 1 GENERAL INFORMATION The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Board of the Kuala Lumpur Stock Exchange. 2 SIGNIFICANT ACCOUNTING POLICIES (a) Basis of Accounting The financial statements of the Group and of the Company have been prepared under the historical cost convention modified to include the revaluation of certain assets and comply with applicable Approved Accounting Standards issued by the Malaysian Accounting Standards Board. (b) Basis of Consolidation The Group financial statements incorporate the financial statements of the Company and all its subsidiaries to 30 June 2002. Subsidiaries of the Group are consolidated either on the acquisition or merger method of accounting. i) Under the acquisition method of accounting, the results of subsidiaries acquired or disposed during the financial year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiaries’ net assets are determined and these values are reflected in the Group financial statements. The difference between the acquisition cost and fair values of the attributable net assets in a subsidiary company acquired is reflected as goodwill or reserve on consolidation as appropriate. Goodwill on consolidation is amortised over a period of twenty five years. The goodwill is written down to its estimated recoverable amounts, if in the opinion of the Directors there is any indication of impairment. Goodwill on consolidation was written off in the financial year ended 30 June 2001. ii) Under the merger method of accounting, the results of the subsidiaries are included in the consolidated financial statements on the basis that companies have been combined throughout the current and previous financial years. The excess of the appropriate share in nominal value of the share capital of a subsidiary over the acquisition cost is taken to merger reserve. (c) Subsidiary Companies Investment in subsidiary companies is stated at cost. In 1993, the Company revalued its investment in certain subsidiary companies primarily as a one-off exercise and did not intend to effect a change in the accounting policy to one of revaluation of investments. Subsidiary companies are those companies in which the parent company holds directly or indirectly more than 50% of the equity share capital and has the power to exercise control over the financial and operating policies so as to attain benefit from their activities. Dividend income from subsidiary companies is included in the income statement of the Company when the right to receive the payment is established. (d) Associated Company Associated company is a company in which a long-term equity interest of between 20 and 50 per cent is held and where the Group exercises significant influence through board representation.
  • 41. 41A n n u a l R e p o r t 2 0 0 2 2 SIGNIFICANT ACCOUNTING POLICIES (CONTD.) (d) Associated Company (Contd.) Where appropriate, the Group’s share of results of associated company is included in the Group income statement and the Group’s share of post-acquisition retained profits and reserves are added to the cost of investment in associated company in the Group balance sheet. (e) Investments Long-term investments are stated at cost unless in the opinion of the Directors there has been a permanent decline in value in which case, provision is made for the diminution in value. Short-term quoted investments are stated at the lower of cost and net realisable value. Income arising from investments is taken to the income statements as and when received. (f) Property, Plant and Equipment Property, plant and equipment are stated at cost or revaluation less accumulated depreciation and impairment losses. The Group and the Company applied certain transitional provisions in the standard with regards to Property, Plant and Equipment, by virtue of which a reporting enterprise which does not adopt a policy of revaluation is allowed to retain revalued amounts on the basis of their previous revaluations (subject to continuity in depreciation policy and the requirement to write an asset down to its recoverable amount). No amortisation is provided for freehold land while leasehold land is amortised over the lease period of between 15 and 80 years. All other assets are depreciated over their estimated useful lives by equal annual installments. The annual rates used are as follows: Buildings 2% Plant and machinery 5% - 20% Office equipment and furniture and fittings 10% - 20% Motor vehicles 20% Renovation works 10% - 33 1/3% (g) Inventories Inventories are stated at lower of cost and net realisable value. Cost is arrived at using the weighted average method. Cost includes the actual cost of materials and incidentals in bringing the stocks into store. In arriving at net realisable value, due allowance is made for all obsolete and slow moving items. (h) Receivables Known bad debts are written off and provision is made for any debt considered to be doubtful of collection. (i) Payables Liabilities for trade and other amounts payable are carried at cost which is the fair value of the consideration to be paid in the future for goods and services rendered, whether billed or not billed to the Group and to the Company.
  • 42. 42 N a n y a n g P r e s s H o l d i n g s B e r h a d 2 SIGNIFICANT ACCOUNTING POLICIES (CONTD.) (j) Provisions Provisions are recognised when the Group has a present obligation as a result of a past event, it is probable that an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. (k) Shares Repurchased The Company’s shares repurchased are accounted for using the treasury stock method and held as treasury shares. These shares are measured and carried at the cost of repurchase. These shares are not revalued for subsequent changes in the fair value or market price. Where such shares are cancelled, their nominal values is eliminated, and the differences between their costs and nominal value are accounted for in the share premium account and retained profit, as appropriate. (l) Retirement Benefits Apart from contributions to the statutory Employees’ Provident Fund, the Company and certain of its subsidiaries also provide the following additional retirement benefits to employees. Executive, non-Executive and Unionised Staff The Group operates an unfunded defined benefit scheme for eligible employees and provision is made for all eligible employees based on rates set out in the union agreement for unionised staff or the Group’s retirement benefit scheme for executives and non-executives. (m) Deferred Taxation Deferred taxation is provided using the liability method, on all material timing differences at balance sheet date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes. Where such timing differences give rise to net deferred tax benefit, these timing differences are not accounted for. (n) Income Recognition Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group or the Company and the revenue can be reliably measured. The following specific recognition criteria is met before revenue is recognised. Advertising revenue Revenue is recognised when services are rendered. Circulation revenue Circulation revenue comprises sales of newspapers and magazines and is recognised when the newspapers and magazines are despatched to customers for a consideration. Dividends Dividends from investments are recognised in the financial statements when the rights to receive payment are established. Interest income, rental income and management fees Interest income, rental income and management fee income are recognised on the accrual basis. Notes To The Financial Statements (Continued)
  • 43. 43A n n u a l R e p o r t 2 0 0 2 2 SIGNIFICANT ACCOUNTING POLICIES (CONTD.) (o) Foreign Currency Conversion Transactions in foreign currencies are recorded in Ringgit Malaysia at the approximate rates of exchange ruling at the date of transactions or at contracted rates where applicable. Foreign currency assets and liabilities are translated at the exchange rates ruling at the balance sheet date. All gains and losses are included in the income statement. The closing rates are as follows:- Foreign currency 1 US Dollar 3.8 3.8 1 Singapore Dollar 2.17 2.11 (p) Cash and Cash Equivalents Cash and cash equivalents comprise cash and bank balances, fixed deposits and short-term highly liquid investments with maturity of three months or less from the date of acquisition and are readily convertible into cash with insignificant risk of changes in value, net of outstanding bank overdrafts. 2002 2001 RM RM
  • 44. 44 N a n y a n g P r e s s H o l d i n g s B e r h a d 3. PROPERTY, PLANT AND EQUIPMENT GROUP NET BOOK VALUE At 1 July 19,520 831 1,468 21,664 Additions - - - - Disposals/write off - - - - Depreciation - ( 104 ) ( 35 ) ( 634 ) At 30 June 19,520 727 1,433 21,030 COMPANY NET BOOK VALUE At 1 July 3,630 2,174 Additions - - Disposals - - Depreciation - ( 51 ) At 30 June 3,630 2,123 SHORT-TERM LONG-TERM FREEHOLD LEASEHOLD LEASEHOLD LAND LAND LAND BUILDINGS RM’000 RM’000 RM’000 RM’000 During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM17,634,635 (2001: RM14,095,540). Cash payments of RM17,634,635 (2001: RM14,095,540) were made in the purchase of property, plant and equipment. FREEHOLD LAND BUILDINGS RM’000 RM’000 During the financial year, the Company acquired property, plant and equipment with an aggregate cost of RM385,440 (2001: RM210,712). Cash payments of RM385,440 (2001: RM210,712) were made in the purchase of property, plant and equipment. Notes To The Financial Statements (Continued)
  • 45. 45A n n u a l R e p o r t 2 0 0 2 43,937 698 4,710 6,361 269 99,458 96,589 14,932 362 738 1,472 130 17,634 14,095 ( 12,049 ) ( 269 ) ( 118 ) ( 17 ) - ( 12,453 ) ( 340 ) ( 5,610 ) ( 183 ) ( 1,200 ) ( 1,489 ) ( 56 ) ( 9,311 ) ( 10,886 ) 41,210 608 4,130 6,327 343 95,328 99,458 194 311 83 - 6,392 6,373 301 28 22 34 385 211 ( 153 ) ( 20 ) - - ( 173 ) ( 36 ) ( 86 ) ( 9 ) ( 19 ) ( 3 ) ( 168 ) ( 156 ) 256 310 86 31 6,436 6,392 PLANT AND MOTOR FURNITURE OFFICE RENOVATION TOTAL MACHINERY VEHICLES AND FITTINGS EQUIPMENT WORKS 2002 2001 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 MOTOR FURNITURE OFFICE TOTAL VEHICLES AND FITTINGS EQUIPMENT RENOVATION 2002 2001 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
  • 46. 46 N a n y a n g P r e s s H o l d i n g s B e r h a d 3 PROPERTY, PLANT AND EQUIPMENT (CONTD.) Analysis of Cost and Accumulated Depreciation: GROUP - 2002 Freehold land 19,520 - 19,520 Short-term leasehold land 1,311 ( 584 ) 727 Long-term leasehold land 1,748 ( 315 ) 1,433 Buildings 26,414 ( 5,384 ) 21,030 Plant and machinery 98,455 ( 57,245 ) 41,210 Motor vehicles 1,514 ( 906 ) 608 Furniture and fittings 24,479 ( 20,349 ) 4,130 Office equipment 14,432 ( 8,105 ) 6,327 Renovation works 453 ( 110 ) 343 188,326 ( 92,998 ) 95,328 GROUP - 2001 Freehold land 19,520 - 19,520 Short-term leasehold land 1,311 ( 480 ) 831 Long-term leasehold land 1,748 ( 280 ) 1,468 Buildings 26,414 ( 4,750 ) 21,664 Plant and machinery 97,837 ( 53,900 ) 43,937 Motor vehicles 1,933 ( 1,235 ) 698 Furniture and fittings 24,045 ( 19,335 ) 4,710 Office equipment 13,046 ( 6,685 ) 6,361 Renovation works 323 ( 54 ) 269 186,177 ( 86,719 ) 99,458 COMPANY - 2002 Freehold land 3,630 - 3,630 Buildings 2,590 ( 467 ) 2,123 Motor vehicles 376 ( 120 ) 256 Furniture and fittings 363 ( 53 ) 310 Office equipment 183 ( 97 ) 86 Renovation 34 ( 3 ) 31 7,176 ( 740 ) 6,436 COMPANY - 2001 Freehold land 3,630 - 3,630 Buildings 2,590 ( 416 ) 2,174 Motor vehicles 408 ( 214 ) 194 Furniture and fittings 355 ( 44 ) 311 Office equipment 161 ( 78 ) 83 7,144 ( 752 ) 6,392 COST/ ACCUMULATED NET BOOK VALUATION DEPRECIATION VALUE RM’000 RM’000 RM’000 Notes To The Financial Statements (Continued)
  • 47. 47A n n u a l R e p o r t 2 0 0 2 COST VALUATION TOTAL RM’000 RM’000 RM’000 3 PROPERTY, PLANT AND EQUIPMENT (CONTD.) Analysis of Cost and Valuation: GROUP - 2002 Freehold land - 19,520 19,520 Short-term leasehold land - 1,311 1,311 Long-term leasehold land - 1,748 1,748 Buildings 19,524 6,890 26,414 Plant and machinery 98,455 - 98,455 Motor vehicles 1,514 - 1,514 Furniture and fittings 24,479 - 24,479 Office equipment 14,432 - 14,432 Renovation works 453 - 453 158,857 29,469 188,326 GROUP - 2001 Freehold land - 19,520 19,520 Short-term leasehold land - 1,311 1,311 Long-term leasehold land - 1,748 1,748 Buildings 19,524 6,890 26,414 Plant and machinery 97,837 - 97,837 Motor vehicles 1,933 - 1,933 Furniture and fittings 24,045 - 24,045 Office equipment 13,046 - 13,046 Renovation works 323 - 323 156,708 29,469 186,177 COMPANY - 2002 Freehold land - 3,630 3,630 Buildings - 2,590 2,590 Motor vehicles 376 - 376 Furniture and fittings 363 - 363 Office equipment 183 - 183 Renovation 34 - 34 956 6,220 7,176 COMPANY - 2001 Freehold land - 3,630 3,630 Buildings - 2,590 2,590 Motor vehicles 408 - 408 Furniture and fittings 355 - 355 Office equipment 161 - 161 924 6,220 7,144
  • 48. 48 N a n y a n g P r e s s H o l d i n g s B e r h a d 2002 2001 RM’000 RM’000 GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 3 PROPERTY, PLANT AND EQUIPMENT (CONTD.) Under the historical cost convention, the net book values of land and buildings at valuation would be as follows: GROUP Freehold land 13,050 13,050 Short-term leasehold land 692 788 Long-term leasehold land 78 80 Buildings 5,423 5,640 COMPANY Freehold land 2,048 2,048 Buildings 2,300 2,356 The short-term leasehold land refer to leases expiring in 2008, 2039 and 2055. The land and buildings were revalued by the Directors in 1998 based on independent professional valuations on an open market for existing use basis. As allowed by the transitional provisions of the standard with regards to Property, Plant and Equipment, these assets are stated on the basis of their 1998 valuations. The rights over a piece of the Group’s long-term leasehold land stated at valuation of RM1,748,000 is by way of a Deed of Assignment from the previous owner. 4 LONG-TERM INVESTMENTS Quoted shares in Malaysia 19,219 25,247 15,977 19,787 Provision for diminution in value ( 4,436 ) - ( 4,436 ) - 14,783 25,247 11,541 19,787 Market value at 30 June 13,627 17,384 8,980 13,167 The Directors regard the diminution in value of quoted investments of the Company amounting to approximately RM2,560,538 in the current financial year is temporary in nature as the investee’s net tangible assets exceeds the current carrying value of the investment. Notes To The Financial Statements (Continued)
  • 49. 49A n n u a l R e p o r t 2 0 0 2 COMPANY 2002 2001 RM’000 RM’000 EFFECTIVE NAME OF COUNTRY OF INTEREST COMPANY INCORPORATION 2002 2001 PRINCIPAL ACTIVITIES % % 5 SUBSIDIARY COMPANIES Unquoted shares: At valuation 75,558 75,558 At cost 4,405 4,405 79,963 79,963 Provision for diminution in value ( 1,952 ) ( 875 ) 78,011 79,088 The principal subsidiaries of the Group are: Nanyang Siang Pau Malaysia 100 100 Publication of newspapers and Sdn. Bhd. magazines The China Press Malaysia 99.7 99.7 Publication of a daily Berhad and its newspaper and provision of subsidiary: printing services - Evening Express Malaysia 99.7 99.7 Non-operating Sdn. Bhd. Life Publishers Malaysia 100 100 Publication of newspapers and Berhad and its magazines subsidiaries: - Lifepap Sdn. Malaysia 100 100 Non-operating Bhd. - Percetakan Malaysia 100 100 In voluntary liquidation Abadi Sdn. Bhd. - The Voice Malaysia 100 100 In voluntary liquidation Publication Sdn. Bhd. - P&M Marketing Malaysia - 100 Liquidated Sdn. Berhad
  • 50. 50 N a n y a n g P r e s s H o l d i n g s B e r h a d EFFECTIVE NAME OF COUNTRY OF INTEREST COMPANY INCORPORATION 2002 2001 PRINCIPAL ACTIVITIES % % 5 SUBSIDIARY COMPANIES (CONTD.) The principal subsidiaries of the Group are: (Contd.) Nanyang Online Malaysia 75 75 Provision of internet related Sdn. Bhd. and electronic commerce services CittaBella (Malaysia) Malaysia 51 51 Publication of magazines Sdn. Bhd. Nanyang (BVI) British Virgin 100 100 Investment and trading in Ltd. Islands securities Nanyang Promotion Malaysia 100 100 Non-operating Network Sdn. Bhd. Nanyang Gallery of Malaysia 100 100 Non-operating Art Sdn. Bhd. Nanyang.com Sdn. Malaysia 100 100 Non-operating Bhd. Capital Foremost Malaysia 100 100 Non-operating Sdn. Bhd. The financial statements of Nanyang (BVI) Ltd. are not audited by the Company’s auditors, Ernst & Young or its member firms. 6 ASSOCIATED COMPANY Details of the associated company are: Channel K TV Singapore 18.38 18.38 In voluntary liquidation Pte. Ltd. At an Extraordinary General Meeting held on 23 May 1997, the shareholders of Channel K TV Pte. Ltd. approved the voluntary winding up of the company. Full provision for the cost of the Group’s and Company’s investment of RM10,206,000 in the unquoted shares of Channel K TV Pte. Ltd. has been made in the financial statements. EFFECTIVE NAME OF COUNTRY OF INTEREST COMPANY INCORPORATION 2002 2001 PRINCIPAL ACTIVITIES % % Notes To The Financial Statements (Continued)
  • 51. 51A n n u a l R e p o r t 2 0 0 2 GROUP 2002 2001 RM’000 RM’000 GROUP 2002 2001 RM’000 RM’000 GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 7 INVENTORIES At cost: Newsprints 49,216 34,908 Others 210 217 49,426 35,125 Net realisable value Consumables 1,584 2,028 51,010 37,153 8 TRADE RECEIVABLES Amounts receivable 65,854 61,032 Provision for doubtful debts ( 12,539 ) ( 11,529 ) 53,315 49,503 9 OTHER RECEIVABLES Consideration due from the purchaser of a subsidiary company 4,380 4,880 4,380 4,880 Amount owing by director/shareholder of a former subsidiary 1,095 1,095 1,095 1,095 Amount owing by a former subsidiary 10,150 10,050 10,150 10,050 Deposit for the purchase of a subsidiary company - 450 - 450 Prepayment and deposits 2,285 3,225 66 42 Other receivables 1,208 2,009 34 352 19,118 21,709 15,725 16,869 The Directors have given due consideration to all available information in assessing the recovery of the above amounts and are of the opinion that no provision for irrecoverable amount is necessary.
  • 52. 52 N a n y a n g P r e s s H o l d i n g s B e r h a d GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 10 SUBSIDIARY COMPANIES The amounts due to and from subsidiary companies are non-trade in nature, unsecured, bear interest at rates ranging between 4.38% and 6.33% (2001: 4.22% and 7.29%) per annum and have no fixed repayment term. 11 DEPOSITS, CASH AND BANK BALANCES Cash and bank balances 16,098 8,582 407 669 Monies held in trust Deposits with licensed banks 1,522 1,752 - - Cash and bank balances 343 436 - - 1,865 2,188 - - Total 17,963 10,770 407 669 Monies held in trust are donations received from the general public for charitable purposes. These monies are kept in separate bank accounts. 12 OTHER PAYABLES Accruals 15,840 12,983 716 814 Deposits by agents 3,237 3,301 - - Donation received 1,865 2,188 - - Employees’ retirement benefits (Note 17) 275 763 - - Others 2,166 2,366 21 49 23,383 21,601 737 863 Notes To The Financial Statements (Continued)
  • 53. 53A n n u a l R e p o r t 2 0 0 2 GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 13 SHORT-TERM BANK BORROWINGS Bankers’ acceptances 55,258 68,060 - - Revolving credits 24,200 14,000 19,200 10,000 79,458 82,060 19,200 10,000 Short-term loan - 5,800 - - Current portion of long-term loan (Note 18) 1,250 12,500 - 12,500 80,708 100,360 19,200 22,500 The bankers’ acceptances are unsecured, bear interest at rates ranging from 0.5% to 1.25% (2001: 0.5% to 0.75%) above the banks’ annual cost of funds. The revolving credits are unsecured, bear interest at rates of 1.25% (2001: 1.25%) above the KLIBOR. 14 SHARE CAPITAL Authorised: Ordinary shares of RM1 each 100,000 100,000 100,000 100,000 Issued and fully paid: Ordinary shares of RM1 each 61,911 61,355 61,911 61,355 During the financial year, the issued and paid-up share capital of the Company was increased from RM61,355,070 to RM61,910,670 by the issue of 555,600 new ordinary shares of RM1 each at an option price RM5.16 per ordinary share pursuant to the ESOS of the Company. The new shares issued rank pari passu with the existing shares of the Company. The issued and paid-up ordinary share at balance sheet date included 3,359,000 shares held as treasury shares by the Company. As at 30 June 2002, the number of outstanding shares in issue and fully paid up after the set off of treasury shares is 58,551,670 (2001: 57,996,070) ordinary shares of RM1 each.
  • 54. 54 N a n y a n g P r e s s H o l d i n g s B e r h a d GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 GROUP/COMPANY NUMBER OF SHARES AMOUNT (’000) RM’000 15 RESERVES Non-Distributable Share premium 3,869 1,558 3,869 1,558 Revaluation reserve 6,177 6,177 6,090 6,090 Merger reserve 2,770 2,770 - - 12,816 10,505 9,959 7,648 Distributable Retained profit 57,980 37,819 31,281 19,421 Total reserves 70,796 48,324 41,240 27,069 The revaluation reserve of the Group represents the net surplus arising from revaluation of land and buildings. The revaluation reserve of the Company represents net surplus arising from the revaluation of investments in certain subsidiary companies and land and buildings. Subject to the agreement of the Inland Revenue Board, the Company has sufficient balance in its tax exempt income account and tax credits under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends out of its distributable reserve up to RM14,176,037 after taking into account the carrying amount of the treasury shares held by the Company without having to incur additional tax liability. 16 TREASURY SHARES The shareholders of the Company, by an ordinary resolution passed on 27 October 1999, approved the Company’s plan to repurchase its own shares. The Directors of the Company are committed to enhance the value of the Company to its shareholders and believe that the buy back plan can be applied in the best interest of the Company and its shareholders. The share repurchased was financed by internal funds. The shares repurchased are being held as treasury shares in accordance with the provisions of Section 67A of the Companies Act, 1965. At 30 June 2001 / 2002 3,359 20,974 Notes To The Financial Statements (Continued)
  • 55. 55A n n u a l R e p o r t 2 0 0 2 GROUP COMPANY 2002 2001 2002 2001 RM’000 RM’000 RM’000 RM’000 GROUP 2002 2001 RM’000 RM’000 17 EMPLOYEES’ RETIREMENT BENEFITS At 1 July 4,277 4,399 32 30 Provision for the financial year 98 286 28 24 Contribution to retirement benefits fund - ( 352 ) - - Payment during the financial year ( 109 ) ( 56 ) - ( 22 ) At 30 June 4,266 4,277 60 32 Due within 12 months (Note 12) 275 763 - - Due after 12 months 3,991 3,514 60 32 4,266 4,277 60 32 Ageing analysis: - Amounts due within 1 financial year 275 763 - - - Amounts due between 1 and 5 financial years 593 323 - - - Amounts due after 5 financial years 3,398 3,191 60 32 4,266 4,277 60 32 18 TERM LOAN Repayable within 1 financial year (Note 13) 1,250 12,500 Repayable after 1 financial year 8,750 - 10,000 12,500 Ageing analysis: - Amount due within 1 financial year 1,250 12,500 - Amount due between 1 and 5 financial years 8,750 - 10,000 - The term loan bears interest at a rate of 5.7% per annum and is secured by a negative pledge on the properties and assets movable or immovable of a subsidiary company. The loan is repayable by 8 equal instalments with effect from 17 June 2003.

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