Silver Bird Annual Report 2008

More than
building brands
annual report 2008
Silver Bird Complex
Lot 72, Persiaran Jubli Perak
Seksyen 21, 40300 Shah Alam
Selangor Darul Ehsan
Tel : 603 - 5192 2888
Fax : 603 - 5192 4293
Email : investor@stanson-high5.com
Website : www.silverbird.com.my
3 Corporate Information
4 Corporate Structure
5 5-Year Group Financial Highlights
6 Chairmans Statement
8 Group M anaging Directors
M essage
10 Directors Profile
15 Senior M anagement
16 Corporate Social Responsibility
17 Statement O n Corporate Governance
23 Audit Committee Report
26 Statement O n Internal Control
28 Statement O f
Directors Responsibility
29 Financial Statements
74 Analysis Of Ordinary Shareholdings
And Warrants
83 Notice Of Annual General M eeting
85 Statement Accompanying
Notice O f Annual General M eeting
C o n te n ts
Proxy Form
High 5 is baked in the tradition of the European Master Bakers, where the
finest breads originated. Made with the finest ingredients and baked to a
unique recipe, High 5 is the delicious Original Sandwich Bread that gives
your family the wholesome nutrition they deserve.
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Dato Dr Gan K huan Poh
(Chairman/Independent Non-Executive Director)
Dato Jackson Tan Han K ook
(Group M anaging Director)
Ching Siew Cheong
(Group Executive Director)
Lim Hock Chye
(Independent Non-Executive Director)
Richard George Azlan Bin Abas
Dato Seri Talaat Bin Husain
Peter John M cLoghlin
(Non-Independent Non-Executive Director)
Vanda Russell Gould
(Alternate Director to Peter John M cLoghlin)
Dato Lee K ok Chuan
Adi Azuan Bin Abdul Ghani
Corporate
Information
A U D I T C O M M I T T E E
Richard George Azlan Bin Abas - Chairman
Lim Hock Chye - M ember
Dato Lee K ok Chuan - M ember
N O M I N AT I O N C O M M I T T E E
Dato Dr. Gan K huan Poh - Chairman
Richard George Azlan Bin Abas - M ember
Dato Seri Talaat Bin Husain - M ember
R E M U N E R AT I O N C O M M I T T E E
Lim Hock Chye - Chairman
Peter John M cLoghlin - M ember
Richard George Azlan Bin Abas - M ember
C O M P A N Y S E C R E TA R Y
Tan Fong Shian @ Lim Fong Shian
(M AICSA 7023187)
R E G I S T E R E D O F F I C E
S ilve r B ird C o m p le x
Tel : 03 - 5192 2888
Fax : 03 - 5192 4293
Email : investor@ stanson-high5.com
Website : www.silverbird.com.my
A U D I T O R S
H o rwa th
Level 16, Tower C
M egan Avenue II
12 Jalan Yap K wan Seng
50450 K uala Lumpur
P R I N C I P A L B A N K E R S
M a la ya n B a n k in g B e rh a d
G-Floor, Bangunan Yayasan Selangor
Jalan Bukit Bintang
55100 K uala Lumpur
C I M B B a n k B e rh a d
10th Floor, Bangunan CIM B
Jalan Semantan
Damansara Heights
50490 K uala Lumpur
H o n g L e o n g B a n k B e rh a d
Wisma Hong Leong
No. 18, Jalan Perak
50450 K uala Lumpur
U n ite d O ve rse a s B a n k M ) B e rh a d
M enara UO B
Jalan Raja Laut
PO Box 11212
50738 K uala Lumpur
R H B B a n k B e rh a d
Head O ffice
Tower Two & Three, RHB Centre
Jalan Tun Razak
50400 K uala Lumpur
S H A R E R E G I S T R A R
Berjaya Registration Services Sdn Bhd
Lot 06-03, Level 6 (East Wing)
Berjaya Times Square
No. 1 Jalan Imbi
55100 K uala Lumpur
Tel : 03 - 2145 0533
Fax : 03 - 2145 9702
S T O C K E XC H A N G E L I S T I N G
M ain Board of Bursa Securities
B O A R D O F D I R E C T O R S
INTERNATIO NAL
SDN BHD
FO O D (S) PTE LTD
100%
100%
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C o rp o ra te S tru c tu re
son
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CO NFECTIO NERY
SDN BHD
GRO UP SDN BHD
M ARK ETING
SDN BHD
BAK ERIES
SDN BHD
SILVER BIRD GRO UP BERHAD
(O PERATING SUBSIDIARIES)
100% 100%
100% 100%
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F in a n c ia l Ye a r E n d e d 3 1 O c to b e r
R M 0 0 0 2 0 0 8 2 0 0 7 2 0 0 6 2 0 0 5 2 0 0 4
R e sta te d
Revenue 638, 563 606, 484 597, 991 484, 712 363, 545
Revenue Growth 5% 1% 23% 33% 612%
O perating Profits (14, 431) 7, 615 (26, 299) 26, 599 21, 511
(Loss) / Profit Before Tax (23, 134) (18, 397) (49, 548) 17, 656 16, 647
(Loss) / Profit After Tax (21, 275) (16, 077) (48, 370) 22, 151 16, 763
PAT Growth (32% ) 67% (318% ) 32% 67%
Total Shareholders' Fund 141, 810 112, 612 119, 665 171, 027 139, 587
No. of Share in Issue 314, 117 235, 538 210, 638 210, 521 141, 596
Net M argin (% ) (3.3) (2.7) (8.1) 4.6 4.6
Net Assets Per Share (sen) 45 48 55.5 79.3 81.3
Gearing (net of cash) 0.99 1.34 0.90 0.88 0.94
5 -Ye a r G ro u p
F in a n c ia l H ig h lig h ts
R e ve n u e
RM 000
363, 545
04
484, 712
05
597, 991
06
606, 484
07
L o ss) / P ro fit B e fo re Ta x
RM 000
To ta l S h a re h o ld e rs F u n d
RM 000
N e t A sse ts P e r S h a re
Sen
16, 647
04
17, 656
05
(49, 548)
06
(18, 397)
07
(23, 134)
08
139, 587
04
171, 027
05
119, 665
06
112, 612
07
141, 810
08
81.3
04
79.3
05
55.5
06
48
07
45
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800, 000
700, 000
600, 000
500, 000
400, 000
300, 000
200, 000
100, 000
20, 000
10, 000
0
-10, 000
-40, 000
200, 000
150, 000
100, 000
50, 000
100
80
60
40
20
638, 563
08
07 08 06 05 04 07 08 06 05 04
07 08 06 05 04 07 08 06 05 04
-20, 000
-30, 000
-50, 000 0
0 0
C h a irm a n 's
S ta te m e n t
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O n b e h a lf o f th e
B o a rd o f D ire c to rs,
I wo u ld lik e to
p re se n t th e 2 0 0 8
A n n u a l R e p o rt a n d
th e A u d ite d
F in a n c ia l
S ta te m e n ts o f S ilve r
B ird G ro u p B e rh a d
fo r th e fin a n c ia l
ye a r e n d e d 3 1
O c to b e r 2 0 0 8 .
C h a irm a n 's
S ta te m e n t
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(cont d)
F in a n c ia l H ig h lig h ts
The M alaysian economy registered a
growth of 4.7% (Q 2 2008: 6.7% ) in the
third quarter of year 2008. Growth in the
manufacturing sector, however, moderated
1.8% (Q 2 2008: 5.6% ), partly due to
declining global demand for electrical
and electronics (E&E) products.
Prices still remained high, especially for
raw materials for the bread and bakery
industry where flour prices had doubled.
However, bakery products are under price
control and approved price increase
moved marginally only toward the end of
2007. Hence cost cutting measures
were instituted to remain competitive in
the market. Despite these efforts, the
turnover did not perform to expectations.
In the face of this challenging business
environment, the Group did not perform
as well as what was forecasted.
For the financial year under review the
G roup achieved revenue growth
amounting to RM 639 million. Despite this
commendable effort, the Group registered
a slightly higher loss after taxation and
minorityinterest of RM 21 million compared
to the previous years loss. A favourable
increasing trend in turnover is expected
to follow through into the next quarter.
The Group managed to turnaround in the
fourth quarter of financial year 2008 due
to a turnaround in sales growth in dailyfresh
bakery products and cost reduction
measures.
D ivid e n d
The Board of Directors is not recommending
any dividend for the financial year under
review.
O u tlo o k a n d P ro sp e c ts
The Group will continue to focus on its
core business in the light of the prospect
arising from the consolidation of the
bakery market. In addition, the expected
downward trend of major material cost in
the first quarter of financial year 2009
and the continuous cost reduction
measures undertaken by the Group will
translate into better results in the coming
financial year. The Group is also exploring
smart partnerships in some business
prospects that will enhance sales and
distribution.
The Board of Directors is optimistic
that with the commitment to improve
efficiencies in operations, cost cutting
measures and marketing and promotion,
the aspiration to be one of the nations
leading players in the consumer food
market can be achieved.
A p p re c ia tio n
O n behalf of the Board of Directors,
I would like to express my sincere
appreciation to our valued customers for
their continuous support and our business
partners, bankers, regulatory authorities
for their trust, confidence and cooperation
given to us.
To my fellow directors, management and
staff, I would like to express my gratitude
and appreciation for their hard work,
dedication and commitment.
Last but not least, sincere thanks to all
valued shareholders for your continued
support and confidence in Silver Bird
Group Bhd.
D AT O D R G A N K H U A N P O H
Chairman
G ro u p M a n a g in g
D ire c to r s M e ssa g e
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G ro u p M a n a g in g D ire c to r s M e ssa g e
Despite the challenging conditions for financial year
ended 31 October 2008, the Group continued to show
improved results. This was achieved notwithstanding
the major increases in raw materials prices.
F in a n c ia l P e rfo rm a n c e
Revenue had increased to RM 638 million largely due
to a turnaround in sales growth in daily fresh bakery
products and the continuous cost cutting and
rationalisation of the Consumer Food Division operations
in M alaysia and Singapore. However, the loss after
taxation of RM 21 million was higher compared with
loss after taxation of RM 16 million in the previous year.
The write back of impairment loss in 2007 contributed
to the lower losses.
We are continuously performing research and
development for new products and exploring other
related business segment. The Companys margin
was hit by worldwide high flour price during
beginning of 2008 with increase in selling price
lagging behind. The Government had subsequently
approved the subsidy on white bread which
commences in the end Q 2 2008.
G ro u p M a n a g in g
D ire c to r s M e ssa g e
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(cont d)
In M ay2008, the Companyentered into a Strategic
Alliance Agreement with Lembaga Tabung Haji to
produce and market a range of bakery and
confectionary products.
The M ultiCom Division on the other hand registered
a slower growth rate but continued to make profit
contributions to the Group.
During the financial year, the Group had raised
RM 51.8 million through a rights issue with free
warrants exercise. The proceeds were used as
the Groups working capital.
S in g a p o re s O p e ra tio n
In this segment, we had managed to turnaround
Singapores operation after the completion of the
rationalisation of this operation. We will remain
committed to this market and continue to seek
innovative ways to expand our reach.
We had managed to renew the supply contract
to manufacture house brand confectioneryproducts
for a leading retail chain in Singapore.
F u tu re P ro sp e c ts
With the expected downward trend of major
material costs and the various cost reduction
initiatives undertaken bythe Group, this will translate
into positive results for the forthcoming quarters.
The M alaysian economy could still be headed for
a contraction despite the announcement of the
second stimulus package of RM 60 billion. A growth
of 3.5% is forecasted for year 2009 and GDP
growth is expected to be in the range of -1.0%
to 1.0% .
We will continue to structure our approach to
pursue growth, maintaining the G roups
competitiveness and ensuring the long term
growth and prospects by expanding into similar
and/or complementary businesses whenever
opportunities arise. We are cautious over the
uncertainties of fluctuation in the raw material prices
which may impact the Companys performance
for the next financial year. Barring any unforseen
circumstances, the Board is confident of achieving
a much better set of results in 2009.
A c k n o wle d g e m e n ts
O n behalf of the Board of Directors, I would like
to place on record our sincere gratitude and
appreciation to the management team and all
employees for their hard work and commitment
throughout the challenging financial year.
I would also like to express mydeepest appreciation
to all our valuable customers, business partners,
bankers, shareholders and regulatory authorities
for their continued support and trust in the Group.
D AT O J A C K S O N TA N H A N K O O K
Group M anaging Director
D u rin g th e fin a n c ia l ye a r, th e
G ro u p h a d ra ise d R M 5 1 . 8 m illio n
th ro u g h a rig h ts issu e with
fre e wa rra n ts e x e rc ise .
T h e p ro c e e d s we re u se d a s th e
G ro u p s wo rk in g c a p ita l.
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P ro file
D a to D r G a n K h u a n P o h , a M alaysian
aged 63, is an Independent Non-Executive
Chairman of Silver Bird Group Berhad.
Dato Dr Gan was appointed to the
Board on 27 April 2006. He is also the
Chairman of the Nomination Committee.
He holds a Ph.D and M .A. in Economics
from Duke University, NC, USA; M .B.A. in
Finance from Cornell University, NY, USA
and B.A. (Hons.) in Business Economics
from University of M alaya. He started his
career as a Government Service O fficer
in 1967 and had served in various
positions ranging from the District
level, the National Institute of Public
Administration (INTAN) to the Prime
M inisters Department as Senior Director
responsible for M acroeconomics in the
Economic Planning Unit for 31 years.
He later joined Pilecon Group of Companies
in 1997 as an Executive Director
responsible for the Groups Finance and
Corporate Planning and the last position
he held was as M anaging Director before
he left the Company in year 2000.
He currently sits on the Board of
Permodalan BSN Berhad, T ime
Engineering Berhad and Prudential
Assurance M alaysia Berhad.
He is not related to any director and/or
major shareholders of the Company
and there is no business arrangement
with the Company in which he has
a personal interest.
He has not been convicted for any
offences within the past 10 years other
than traffic offences, if any.
D a to D r G a n K h u a n P o h
D a to D r G a n )
Chairman
D a to J a c k so n Ta n , a M alaysian aged
54, is the Group M anaging Director of
Silver Bird G roup Berhad. He was
appointed to the Board on 5 O ctober
1993. He is the founder of Standard
Confectionery Sdn Bhd (Standard
Confectionery) and the prime-mover in
formulating, nurturing and implementing
Standard Confectionerys strategies since
its incorporation in 1986. His exposure
and involvement in the manufacturing
and trading of bakery and confectionery
products since the 1970s assures the
Group of the benefits of his experience in
this field. The Group has grown from
strength to strength under his leadership,
foresight and inherent expertise, and this
has earned him a commendable standing
in the local and international business
communities in the bakery and
confectionery industries. To keep abreast
with business skills, he had undergone
the Harvard Business School Alumni
Club of M alaysias Senior M anagement
Development Programme in 1994. In his
continued efforts to contribute to the
Groups expansion plans, he is at the
forefront of the Groups marketing plans
for the penetration of the Groups products
into the South East Asian and M iddle
East countries. Dato Jackson Tan is
primarily responsible for the success of the
G roup and currently also holds
directorships in several private limited
companies. Currently, Dato Jackson Tan is
a council member of the
General Council of M alaysian Institute
of M anagement.
Apart from the Groups business activities,
his participation in and contribution to
various organisations and charities has
earned him the Young O utstanding
M alaysians Award given by Jaycees
M alaysia in 1992.
Dato Jackson Tan is the spouse of Datin
Ong Hooi Siang, a substantial shareholder
of the Company. Apart from the aforesaid,
he has no familyrelationship with any other
director and/or major shareholder of the
Company and there is no business
arrangement with the Company in which
he has a personal interest.
He has not been convicted for anyoffences
within the past 10 years other than traffic
offences, if any.
D a to J a c k so n Ta n H a n K o o k
D a to J a c k so n Ta n )
Group M anaging Director
D ire c to rs
P ro file
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C h in g S ie w C h e o n g , a M alaysian aged
46, is the Group Executive Director of
Silver Bird G roup Berhad. He was
appointed to the Board on 10 June 1997.
He joined Standard Confectionery in 1990
as Finance and Administration M anager
working closely with Dato Jackson Tan
in transforming Standard Confectionery
and other subsidiary companies into
modern organisation with proper operating
systems, budgets and controls. During
his 19 years of service with the Group,
he played an important and active
role in formulating and implementing
business strategies to expand the Group.
He graduated from Strathclyde Graduate
Business School with a M aster in Business
Administration in 1996. He also holds
directorships in several other private
limited companies.
He is not related to any director and/
or major shareholders of the Company
with the Company in which he has a
personal interest.
C h in g S ie w C h e o n g
Group Executive Director
L im H o c k C h ye , a M alaysian aged 53,
is an Independent Non-Executive Director
of Silver Bird Group Berhad. He is the
Chairman of the Remuneration Committee
and also a member of the Audit
Committee. He was appointed to the
Board on 20 April 2002. M r Lim is a law
graduate with a LLB (Hons) Degree from
the University of London and holds a
Certificate in Legal Practice. M r Lim was
one of the pioneer consultants with the
M alaysian M inority Watchdog G roup,
an initiative set up by the M inistry of
Finance in 2002 to protect the minority
shareholders interest and promoting
good corporate governance and practices.
Prior to that, he was a Deputy Editor with
The Star Newspaper, where he wrote
for the Business section.
In addition, he was also a panel speaker
for Bursatra Sdn Bhd. M r Lim is currently
the Group Director of Strategic Planning
& Corporate Affairs of HELP University
College, a position he has held since
April 2008.
He is a director of TSM Global Berhad,
Tamco Corporate Holdings Berhad and
Nylex (M alaysia) Berhad.
personal interest.
L im H o c k C h ye
Independent Non-Executive Director
D ire c to rs
P ro file
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R ic h a rd G e o rg e A zla n B in A b a s, a
M alaysian aged 45, is an Independent
Non-Executive Director of Silver Bird
Group Berhad. He is the Chairman of the
Audit Committee and also a member
of the Remuneration Committee and
Nomination Committee. He was appointed
to the Board on 21 M ay 2004. He holds
a Bachelor of Commerce from the
University of Western Australia. He
worked for Arthur Andersen & Co. from
1984 to 1989 and subsequently served
Arab-M alaysian Corporation Berhad from
1989 to 1996. From 1997 to 2002, he
was the Group Chief Executive of Yayasan
Pelajaran Johor Holdings Sdn Bhd. He is
presently a partner of Azlan & Co. ,
Chartered Accountants. He is a Fellow of
the Institute of Chartered Accountants in
Australia and a Chartered Accountant
of the M alaysian Institute of Accountants.
In 1995, he attended the Asian Institute of
M anagement, M anagement Development
Program.
He currently sits on the board of Tracoma
Holdings Berhad.
offences, if any.
R ic h a rd G e o rg e A zla n B in A b a s
D a to S e ri Ta la a t B in H u sa in , a M alaysian
aged 58, is an Independent Non-Executive
Director of Silver Bird Group Berhad.
Dato Seri Talaat Bin Husain was
appointed to the Board on 5 M arch 2007
and he is a member of the Nomination
Committee. He holds a M asters in
Professional Studies from Cornell
University, USA majoring in International
Planning. Dato Seri Talaat bin Husain
has attended Senior Executive Program,
London Business School, United Kingdom
and Advanced M anagement Program,
Harvard Business School, U.S.A.
He started his civil service career as an
Assistant State Secretary in Penang and
had since then held several vital posts in
the M alaysian Centre for Development
Studies, Socio-Economics Research
Unit, National Institute for Public
Administration, National Palace, the
M inistry of Education and as M ayor
of Ipoh City, Perak.
He also held the position of the Secretary
General of the M inistry of Youth and
Sports and later appointed as the
Secretary G eneral of the M inistry
of Domestic Trade and Consumer Affairs.
Whilst in the government service, he was
the Chairman of Company Commission
of M alaysia and Board M ember of
M alaysia Communication and M ultimedia
Corporation, Sepang International Circuit
and Intellectual Property Corporation
of M alaysia.
Currently, he is a director of Shell Refining
Company (Federation of M alaya) Berhad,
Konsortium Logistic Berhad and Outward
Bound Trust of M alaysia.
personal interest.
D a to S e ri Ta la a t B in H u sa in
D ire c to rs
P ro file
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(cont d)
D a to L e e K o k C h u a n , a M alaysian aged
49, was appointed to the Board on
3 January 2008 as a Non-Independent
Non-Executive Director of Silver Bird Group
Berhad and also a member of the Audit
Committee. He graduated with a Bachelor
of Economics (Accounting M ajor) from
M onash University, M elbourne in 1983 and
is a Fellow M ember of the Institute of
Chartered Accountants in Australia.
He has over 10 years of working experience
in the fields of accounting, auditing and
corporate services with major international
accounting firms including M essrs Ernst
& Whinney (K uala Lumpur) (now known
as Ernst & Young), M essrs Arthur Young
(M elbourne) and subsequently M essrs
Ernst & Young (M elbourne). He joined
Berjaya Land Berhad as Senior M anager,
Internal Audit in 1994 and was responsible
for its internal audit functions. He was an
Executive Director of Berjaya Group Berhad
from January 2000 to September 2001.
He is currently a Director of Berjaya Capital
Berhad and M O L Accessportal Berhad.
He also holds directorships in several
other private limited companies in the
Berjaya Corporation group of companies.
Dato Lee K ok Chuan is a representative
of Berjaya Corporation Berhad on the
Board of Silver Bird Group Berhad.
personal interest.
D a to L e e K o k C h u a n
Non-Independent
Non-Executive Director
Ad i Azu a n B in Ab d u l G h a n i, a M alaysian
aged 38, was appointed to the Board on
Group Berhad. He graduated with a BSc
(Honours) Accounting from Q ueens
University of Belfast, United K ingdom in
1993 and Association of Chartered
Certified Accountants (ACCA) from
Emile Woolf College, London, United
K ingdom in 1995. He is a Fellow M ember
of the ACCA and also a member of the
M alaysian Institute of Accountants (M IA).
He started his professional career in the
auditing and accounting fields with
M essrs PricewaterhouseCoopers, K uala
Lumpur in year 1996. He was then
promoted to the position of M anager in
year 2002 and involved in the provision
of audit and accounting services mainly
to banking and financial institutions before
joining Lembaga Tabung Haji as the
Divisional Head of Group Finance in July
2002. Presently, he is the Deputy Group
Chief Financial O fficer of Lembaga
Tabung Haji.
He is currently also a Director of Lityan
Holdings Berhad and Y.S.P Southeast
Asia Holding Berhad. Adi Azuan Bin
Abdul Ghani is a representative of Lembaga
Tabung Haji on the Board of Silver Bird
Group Berhad.
A d i A zu a n B in A b d u l G h a n i
Non-Independent
D ire c to rs
P ro file
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(cont d)
P e te r J o h n M c L o g h lin , an Australian
aged 64, was appointed to the Board on
Group Berhad and a member of the
Remuneration Committee. He holds a
Bachelor of Engineering (Electrical) from
M elbourne University, Australia in 1966
and obtained a M aster of Business
Administration from M onash University,
Australia in 1973.
He has an extensive Fast M oving
Consumer Goods (FM CG) experience
with Australian and M ultinational companies
including M ars Confectionary, K imberly-
Clark Australia and the Goodman Fielder
group. Prior to his current appointment,
he joined G reens Foods Limited
(Greens) as Chief O perating O fficer in
M ay 2002 and was M anaging Director
from September 2002 until July 2004.
He remained as non executive director in
the Greens Board until early 2007. Peter
John M cLoghlin is a representative of
CVC Limited on the Board of Silver Bird
Group Berhad.
personal interest.
Va n d a R u s s e ll G o u ld , an Australian
aged 61, was appointed as an alternate
Director to Peter John M cLoghlin on
3 January 2008. He holds a Bachelor of
Commerce Degree in Accountancy
(UNSW) and M aster of Commerce
Degree in Accounting and Financial
M anagement (UNSW)
He is a fellow of The Institute of Chartered
Accountants in Australia and Fellow of
CPA, Australia. He is also an Associate
Fellow of the Australian Institute of
M anagement and holds Australian Financial
Services Licences issued under the
Financial Services Reform Act.
He commenced work as a Chartered
Accountant in 1969 and worked for
M essrs Ernst & Young and Greenwood
Challoner. He established a firm of
Chartered Accountants (now known as
G ould Ralph) in M ay 1976, He has
extensive experience in corporate
restructuring and turn-around situations
with specialised knowledge in taxation
and law. He is a Registered Liquidator
and Registered Trustee. He was the
founder and executive chairman of CVC
Limited (CVC) in 1985. CVC was one of
only two venture capital companies not
associated with a major financial institution
which were awarded Australian
Government M anagement and Investment
Companies Licences in 1985. He has
established a number of commercial
businesses and initiated more than ten
successful public company floatations,
including CVC and Sunland Group Limited.
He is not related to any director and/or
major shareholders of the Company and
there is no business arrangement with
the Company in which he has a personal
interest.
offences, if any.
Va n d a R u sse ll G o u ld
Non-Independent
Alternate Director to Peter John M cLoghlin
P e te r J o h n M c L o g h lin
Non-Independent
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S e n io r
M a n a g e m e n t
fro m le ft to rig h t
i Lai Poh M ei
General M anager
Accounts & Finance
ii O ng Choon Wah
General M anager
Production
iii George Tan
General M anager
Corporate Finance,
Banking & Administration
iv M ohd Hisham Harun
General M anager
Halal Integrity
v Goh Wei Hor
Senior General M anager
Consumer Food
vi Edmond Tan
Head of M ultiCom Division
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C o rp o ra te
S o c ia l R e sp o n sib ility
Silver Bird Group Berhad has come up with a programme to donate
two loaves of bread each to 1, 000 households every week in the
K lang Valley. The programme was officially launched by YBhg
Datuk Faizah M ohd Tahir, Secretary-General of the M inistry of
Women, Family and Community Development on 15 July 2008.
The families will receive the High 5 bread for a one-year period.
The Group worked hand-in-hand with the Social Welfare Department
to identify families who were in need of the assistance.
Launching of the programme by Datuk Faizah (second from left). From the
left is Social Welfare Department director, Adnan Abu Bakar, director of
Silver Bird Group Berhad, Dato' Seri Talaat and Group M anaging Director,
Dato' Jackson Tan.
B R E A D F O R T H E P O O R
F O R A YE A R
A staff serving out some goodies to the recipients
after the launching ceremony.
Datuk Faizah having a chat with some of the
recipients after presenting the aid to them.
Silver Bird Group Berhad' s contribution of RM 250, 000.00 to Yayasan
Harapan K anak-K anak M alaysia (YHK M ) in relation to Projek Harapan High
5 was made to YHK M during the Ground Breaking ceremony of Rumah
Harapan K anak-K anak M alaysia on 14 February 2008 together with the
Deputy Prime M inister, YAB Dato' Seri M ohd Najib Tun Abdul Razak and
YABhg Datin Paduka Seri Rosmah M ansor.
The ceremony was held at K g. Baru Labu Lanjut, Salak Tinggit, Selangor
Darul Ehsan.
P R O J E K H A R A P A N H I G H 5
S ta te m e n t O n
C o rp o ra te G o ve rn a n c e
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The Board of Directors (Board) of Silver Bird Group Berhad remains committed towards ensuring the highest standard
of corporate governance is maintained throughout the Company and its subsidiaries (the Group). Hence, the Board is fully
dedicated to continuously evaluating the Groups corporate governance practices and procedures to ensure the principles and
best practices in corporate governance as promulgated by the M alaysian Code on Corporate Governance (the Code) is applied
and adhered to in the best interests of the stakeholders. The Board is pleased to report to the shareholders the manner in which
the Group has applied these principles and best practices, and where these best practices of the Code were not adopted during
the financial year if any, they are explained in the relevant paragraphs.
T H E B O A R D O F D I R E C T O R S
a ) C o m p o sitio n a n d B a la n c e
The Company is led by an effective and experienced Board, encompassing of 9 members, made up of 4 Independent Non-
Executive Directors including the Chairman, 3 Non-Independent Non-Executive Directors and 2 Executive Directors. This
composition satisfies the Bursa Securities Listing Requirements that requires at least 2 Directors or 1/3 of the Board
whichever is higher, are Independent Directors. The profiles of the members of the Board are set out on page 10 to page 14
of this Annual Report.
The role of the Independent Non-Executive Directors is to provide objective and independent inputs to the decision making
process of the Board so as to provide an effective check and balance. The Board composition brings together group of
extensively experienced Directors who are from diverse backgrounds and have a wide range of skills and experiences in
areas relevant to managing and directing the Groups operations.
The Executive Directors are primarily responsible for the implementation of policies and decisions of the Board, overseeing
the Groups operations and developing the Groups business strategies.
The Board did not appoint a Senior Independent Non-Executive Director to whom concerns maybe conveyed
as the Chairman of the Board encourages the active participation of each and every Board member in the decision making
process.
b ) D u tie s a n d R e sp o n sib ilitie s
The main focus of the Board is on the overall strategic leadership, identification and management of principal risks and
development and control of the Group. The Board has delegated specific responsibilities to Board Committees, all of which
discharge the duties and responsibilities within their respective Terms of Reference.
The roles of the Chairman and Group M anaging Director are clearly distinct to ensure that there is a balance
of power and authority. The Chairman is primarily responsible for the effective and efficient conduct and working of the Board
whilst the Group M anaging Director is responsible for the daily management of the Groups operations and implementation
of the policies and strategies adopted by the Board.
S ta te m e n t O n
T H E B O A R D O F D I R E C T O R S (cont d)
c ) B o a rd M e e tin g s
The Board meets regularly on a quarterly basis with additional meetings being convened when necessary.
In the meetings, the Board will deliberate on and consider matters relating to the Groups financial performance, significant
investments, corporate development, strategic issues and business plan. For the financial year ended
31 O ctober 2008, the Board met 7 times. The meeting attendance records of the Directors who held office are set out below:
Name of Director Designation No. of meetings attended
Dato Dr Gan K huan Poh Independent 7/7
(Chairman) Non-Executive Director
Dato Jackson Tan Han K ook Group M anaging Director 7/7
Ching Siew Cheong Group Executive Director 7/7
Lim Hock Chye Independent 7/7
Richard George Azlan Bin Abas Independent 5/7
Dato Seri Talaat Bin Husain Independent 6/7
Adi Aduan Bin Abdul Ghani Non-Independent 4/5
(appointed on 3 January 2008) Non-Executive Director
Dato Lee K ok Chuan Non-Independent 4/5
Peter John M cLoghlin Non-Independent 3/5
Vanda Russell Gould Non-Independent 1/5
(Alternate Director to Peter John M cLoghlin) Non-Executive Director
(appointed on 3 January 2008)
Board meetings are structured with a pre-set agenda which encompass all aspects of matters under discussion. The Board
papers are circulated to directors well in advance of the board meetings for their deliberation. All meetings of the Board are
duly recorded in the Board M inutes.
Senior management may be invited to attend these meetings to explain and clarify matters being tabled.
In furtherance of their duties, the Board has unrestricted access to any information pertaining to the Group as well as to the
advice and services of the Company Secretary and independent professional advisers whenever appropriate at the
Groups expense.
d ) A p p o in tm e n t a n d R e -e le c tio n o f D ire c to rs
Any new appointments to the Board will require deliberation by the full Board guided by formal recommendations by the
Nomination Committee. Board members who are appointed by the Board are subject to retirement at the first Annual General
M eeting (AGM ) of the Company subsequent to their appointment. Article 97 of the Companys Article of Association also
provides that at least one-third (1/3) of the Directors shall retire by rotation at each AGM and that all Directors shall retire once
every three (3) years. A retiring Director shall be eligible for re-election.
Directors over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with
Section 129(6) of the Companies Act, 1965 (the Act).
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T H E B O A R D O F D I R E C T O R S (cont d)
e ) D ire c to rs Tra in in g
Throughout the financial year, the Directors have attended various conferences, seminars and programmes, including speaking
engagements, to enhance their skills and knowledge. The Board will continue to evaluate and determine the training needs
of its Directors on an ongoing basis.
For new Directors, the Nomination Committee ensures that theyundergo an orientation program so that they are familiar with the
Groups operation and current business issues.
B O A R D C O M M I T T E E S
Apart from the Audit Committee, there are two other additional committees established to assist the Board in the execution of its
responsibilities. All the committees are provided with written terms of reference. Details of the Board committees are as follows.
a ) N o m in a tio n C o m m itte e
The Nomination Committee has three (3) members, all of whom are Independent Non-Executive Directors. The members of the
Nomination Committee are:
i) C h a irm a n
Dato Dr Gan K huan Poh Independent Non-Executive Director
ii) M e m b e rs
Richard George Azlan Bin Abas Independent Non-Executive Director
Dato Seri Talaat Bin Husain Independent Non-Executive Director
The Nomination Committee is empowered by the Board of Directors and its terms of reference to assist the Board of
Directors in their responsibilities in nominating new directors to the Board and Board Committees. The Committee also
reviews the Board of Directors composition and balance as well as considering the Board of Directors succession planning.
The members met twice during the financial year.
The Board considers that the current mix of skills and experience of its members is sufficient for the discharge of its duties
and responsibilities effectively.
b ) R e m u n e ra tio n C o m m itte e
The Remuneration Committee comprises three (3) members with the majority being Independent Directors. The
Remuneration Committee is to assist the Board of Directors in their responsibilities in reviewing and assessing the
remuneration packages of the executive directors. The members of the Remuneration Committee are:
i) C h a irm a n
Lim Hock Chye Independent Non-Executive Director
ii) M e m b e rs
Richard George Azlan Bin Abas Independent Non-Executive Director
Peter John M cLoghlin Non-Independent Non-Executive Director
The Remuneration Committee is responsible for recommending to the Board the remuneration framework for the
remuneration package of each Executive Director.
This includes recommending remuneration packages necessary to attract, retain and motivate the Directors, and is reflective
of the Directors experience and level of responsibilities.
None of the Executive Directors participate in any way in determining their individual remuneration. The remuneration of the
Executive Directors is to be reviewed annually. The remuneration and entitlements of the Non-Executive Directors shall be a
matter to be decided by the Board as a whole.
The Remuneration Committee met once during the financial year. The meeting was attended by all its members to discuss the
remuneration package of Directors that commensurate with corporate and individual performance.
c ) A u d it C o m m itte e
The Board had complied with the changes to the Code which recommends that the Audit Committee should comprise
wholly Non-Executive Directors.
The detailed report of the Audit Committee is set out on pages 23 to 25.
S ta te m e n t O n
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D I R E C T O R S R E M U N E R AT I O N
The details of the remuneration of each Director during the financial year ended 31 O ctober 2008 are as follows:
a ) To ta l R e m u n e ra tio n
E x e c u tive N o n -E x e c u tive
D ire c to rs D ire c to rs To ta l
R M 0 0 0 R M 0 0 0 R M 0 0 0
Basic Salary 1, 478 0 1, 478
Fees 0 246 246
Attendance fee 0 35 35
Benefit-in kind 26 0 26
To ta l 1 , 5 0 4 2 8 1 1 , 7 8 5
b ) D ire c to rs re m u n e ra tio n b y b a n d s
The number of Directors whose total remuneration falls within the following bands during the financial year ended 31 October 2008
is as follows:
D ire c to rs
R e m u n e ra tio n E x e c u tive D ire c to rs N o n -E x e c u tive D ire c to rs To ta l
RM 1 to RM 50, 000 - 6 6
RM 50, 001 to RM 100, 000 - 1 1
RM 450, 000 to RM 500, 000 1 - 1
RM 1, 050, 000 to RM 1, 100, 000 1 - 1
Details of individual Directors Remuneration are not disclosed in this report as the Board considers that the above
Remuneration disclosures by band and analysis between Executive and Non-Executive Directors satisfies the accountability
and transparency aspects of the Code.
S H A R E H O L E R S
a ) S h a re h o ld e rs a n d I n ve sto rs R e la tio n s
The Board acknowledges the importance of accountability to the shareholders. Timely release of the financial results
on a quarterly basis, press releases and announcements provide an overview of the Groups performance and operations to
its shareholders.
Information disseminated to the investment community is in accordance to Bursa M alaysia disclosure rules and regulations.
The Board has taken steps to ensure that no market sensitive information is disclosed to any party prior to making an official
announcement to Bursa Securities.
The Group has also established a website at www.silverbird.com.my from which shareholders as well as members of the
public may access for the latest information on operations and activities of the Group.
During the year, the Executive Directors and senior management hold regular dialogues and briefings with existing and
prospective investors and analysts to keep them updated on various announcements relating to the Groups financial
performance, major corporate proposals and pertinent issues.
b ) A n n u a l G e n e ra l M e e tin g
The Annual General M eeting (AGM ) is the principal platform for dialogue with the shareholders. At the AGM , the Board
presents the progress and performance of the Group to provide shareholders with the opportunity to question the business
issues, concerns and operations in general. The Board will also ensure that each item of special business is included in the
notice of the AGM and will be accompanied by an explanation of the effects of the proposed resolutions.
S ta te m e n t O n
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A C C O U N TA B I L I T Y A N D A U D I T
a ) F in a n c ia l R e p o rtin g
In presenting the annual financial statements and quarterly announcements to shareholders, the Directors aim to ensure that
the financial statements and quarterly announcements are prepared in accordance with the Companies Act, 1965 and
applicable approved accounting standards so as to offer a balanced and comprehensive assessment of the Groups financial
position and prospects.
A Responsibility Statement by the Directors is set out on page 28 of this Annual Report.
b ) I n te rn a l C o n tro l
The Groups Statement on Internal Control is set out on pages 26 to 27 of the annual report to provide an overview on the
state of internal control throughout the year.
In relation to the internal audit function, having considered the Groups operational requirements, the Board is of the view that
the Group should still continue to outsource its internal audit function to external consultants. Nevertheless, this outsourcing
arrangement shall be reviewed annually to ensure that it continues to meet the Groups requirements. The outsourced internal
auditors assist the Board and the Audit Committee in providing independent assessment of the adequacy, efficiency and
effectiveness of the Groups internal control systems. They report directly to the Audit Committee.
c ) R e la tio n sh ip with A u d ito rs
The Group maintains a professional and transparent relationship with its external auditors. The external auditors will, from
time to time, highlight to the Audit Committee and the Board of Directors matters that require their attention.
The role of the Audit Committee in relation to the external auditors is explained in the Audit Committee Report set out on
pages 23 to 25 of the annual report.
d ) N o n -A u d it F e e s
There was no non-audit fees paid to external auditors by the Group for the financial year ended 31 O ctober 2008.
O T H E R I N F O R M AT I O N
a ) S h a re B u y-B a c k
The details of share bought back during the financial year are set out as below:-
N u m b e r o f To ta l
S ilve r B ird H ig h e st L o we st Ave ra g e a m o u n t
S h a re s P u rc h a se d p ric e p ric e p ric e p a id *
R M R M R M R M
As at 1 November 2007 827, 500 0.435 0.375 0.402 324, 797.95
21 November 2007 1, 000 0.900 0.900 0.900 913.36
To ta l 8 2 8 , 5 0 0 3 2 5 , 7 1 1 . 3 1
* Including brokerage, commission, clearing house fee and stamp duty.
The details treasury shares resold during the financial year are as follows:-
N u m b e r o f To ta l
S h a re s H ig h e st L o we st Ave ra g e c o n sid e ra tio n
S o ld p ric e p ric e p ric e re c e ive d
R M R M R M R M
January 2008 528, 800 1.01 0.96 0.992 522, 780.82
February 2008 299, 700 1.00 0.94 0.979 292, 248, 86
To ta l 8 2 8 , 5 0 0 8 1 5 , 0 2 9 . 6 8
During the financial year, all the treasury shares held by the Company were resold. As at 31 O ctober 2008, the Company
does not hold any treasury shares.
O T H E R I N F O R M AT I O N (cont d)
b ) O p tio n s, Wa rra n ts o r C o n ve rtib le S e c u ritie s
During the financial year, the Company had issued 50, 527 new ordinary shares of RM 0.50 each pursuant to the conversion
of RM 34, 360 nominal value of 1% Irredeemable Convertible Unsecured Loan Stocks 2004/2009 at a conversation price
of RM 0.68 per new ordinary share.
c ) M a te ria l C o n tra c ts in vo lvin g D ire c to rs I n te re sts
There were no contracts involving directors interests which are or may be material, not being contracts entered into in the
ordinary course of business, which have been entered into by the Company and its subsidiary companies since the end
of the previous financial year
d )
R e
S ta te m e n t O n
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A u d it
C o m m itte e R e p o rt
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The Board of Directors of Silver Bird Group Berhad is pleased to present the report of the Audit Committee for the financial year
ended 31 O ctober 2008.
C o m p o sitio n a n d M e e tin g s
The members of the Audit Committee and details of their attendance at meetings during the financial year ended 31 October 2008
are as follows:
N u m b e r o f A tte n d a n c e o f
m e e tin g s m e e tin g s
Chairman : Richard George Azlan Bin Abas 4 4
M embers : Lim Hock Chye 4 4
Dato Lee K ok Chuan 4 4
Senior M anagement staff and the external consultants, to whom the internal audit function was outsourced to,
attended the meetings at the invitation of the Audit Committee. The agenda of the meetings and relevant
information are distributed to its members with sufficient notice. The proceedings of the meetings are formalised
in the form of meeting minutes by the Secretary, who is appointed by the Board, during the Audit Committee
meetings.
S u m m a ry o f A c tivitie s o f th e A u d it C o m m itte e
The following activities were undertaken by the Audit Committee during the financial year ended 31 O ctober 2008:-
(a) Reviewed the unaudited quarterly report on the consolidated results of the Group for the quarters ended
31 O ctober 2007, 31 January 2008, 30 April 2008 and 31 July 2008.
(b) Reviewed and approved the internal audit plan prepared by the Internal Audit Function.
(c) Reviewed the internal audit reports and ensured the implementation of the action plans are carried out by
M anagement on a timely basis
(e) Reviewed the audit plan of the external auditors.
(f) Reviewed the annual audited financial statements, external auditors reports and their audit findings.
(g) Reviewed related party transactions and considered conflict of interest situation that may arise within the Group.
S u m m a ry o f A c tivitie s o f th e I n te rn a l A u d it F u n c tio n
The activities of the Internal Audit Function during the financial year were as follows:
(a) develop the internal audit plan for year 2008;
(b) execution of the approved internal audit plan;
(c) presentation of the internal audit findings at the quarterly Audit Committee meetings. All findings raised by
the Internal Audit Function have been appropriately addressed by M anagement; and
(d) conducted follow up reviews to ensure that action plans are properly and appropriately implemented
by M anagement.
The internal audits conducted did not reveal weaknesses which would result in material losses, contingencies or
uncertainties that would require disclosure in the annual report.
A u d it
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T E R M S O F R E F E R E N C E O F A U D I T C O M M I T T E E
1 . C o m p o sitio n
The Committee shall be appointed from amongst the Board and shall comprise no fewer than three (3) members.
All the audit committee members must be non-executive directors with a majority of whom shall be independent
directors and at least one (1) member must be a member of the M alaysian Institute of Accountants or
possess such other qualifications and/or experience as approved by Bursa M alaysia Securities Berhad
(Bursa Securities).
No alternate director shall be appointed as a member of the Audit Committee.
In the event of any vacancy with the result that the number of members is reduced to below three (3),
the vacancy must be filled within three (3) months.
2 . C h a irm a n
The Chairman, who shall be elected by the Audit Committee, shall be an independent non executive director.
3 . S e c re ta ry
The Company Secretary shall be the Secretary of the Committee and shall be responsible, in conjunction with
the Chairman, for drawing up the agenda and circulating it prior to each meeting.
The Secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating
them to the Committee M embers.
4 . M e e tin g s
The Committee shall meet at least four (4) times in each financial year. The quorum for a meeting shall be two
(2) members, provided that the majority of members present at the meeting shall be independent.
The Committee M embers may call for a meeting as and when required with reasonable notice as the Committee
M embers deem fit. The Committee M embers may participate in a meeting by means of conference
telephone, conference videophone or any similar or other communications equipment by means of which all
persons participating in the meeting can hear each other. Such participation in a meeting shall constitute
presence in person at such meeting.
The internal auditors and external auditors have the right to appear at any meeting of the Audit Committee
and shall appear before the Committee when required to do so by the Committee. The internal auditors and
external auditors may also request a meeting if they consider it necessary.
5 . R ig h ts
The Audit Committee shall:
(a) have authority to investigate any matter within its terms of reference;
(b) have the resources which are required to perform its duties;
(c) have full and unrestricted access to any information pertaining to the Group;
(d) have direct communication channels with the external auditors and person(s) carrying out the internal
audit function or activity;
(e) have the right to obtain independent professional or other advice at the Companys expense;
(f) have the right to convene meetings with the internal auditors and external auditors, excluding the
attendance of the executive directors or employees of the Group, whenever deemed necessary;
(g) promptly report to the Bursa Securities matters which has not been satisfactorily resolved by the Board
of Directors resulting in a breach of the listing requirements;
(h) the Chairman shall call for a meeting upon the request of the internal auditors and external auditors; and
(i) have the right to pass resolutions by a simple majority vote from the Committee and that the Chairman
shall have the casting vote should a tie arise.
(cont d)
A u d it
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T E R M S O F R E F E R E N C E O F A U D I T C O M M I T T E E (cont d)
6 . D u tie s
(a) To review with the external auditors on:
the audit plan, its scope and nature;
the audit report;
the results of their evaluation of the accounting policies and systems of internal accounting controls within the
Group; and
the assistance given by the officers of the Company to external auditors, including any difficulties or disputes with
M anagement encountered during the audit.
(b) To do the following, in relation to internal audit function:
review the adequacy of the scope, functions, competency and resources of the internal audit function, and that
it has the necessary authority to carry out its work;
review the internal audit programme and results of the internal audit process and, where necessary, ensure that
appropriate actions are taken on the recommendations of the internal audit function;
review any appraisal or assessment of the performance of members of the internal audit function;
approve any appointment or termination of senior staff members of the internal audit function; and
take cognisance of resignations of internal audit staff members and provide the resigning staff member an
opportunity to submit his reasons for resigning.
(c) To provide assurance to the Board of Directors on the effectiveness of the system of internal controls and risk
management practices of the Group.
(d) To review with management:
audit reports and management letter issued by the external auditors and the implementation of audit recommendations;
interim financial information; and
the assistance given by the officers of the Company to external auditors.
(e) To monitor related party transactions entered into by the Company or the Group and to determine if such transactions
are to be undertaken on an arms length basis and normal commercial terms and on terms not more favourable to the
related parties than those generally available to the public, and to ensure that the Directors report such transactions
annually to shareholders via the annual report and to review conflict of interest that may arise within the Company or the
Group including any transaction, procedure or course of conduct that raises questions of management integrity.
(f) To review the quarterly reports on consolidated results and annual financial statements prior to submission to the Board
of Directors, focusing particularly on:
changes in or implementation of major accounting policy and practices;
significant and/or unusual issues arising from the audit;
the going concern assumption;
compliance with accounting standards and other legal requirements; and
major judgemental areas.
(g) To consider the appointment and/or re-appointment of internal and external auditors, the audit fee and any questions
of resignation or dismissal including recommending the nomination of person or persons as auditors.
(h) To verify any allocation of options in accordance with the employees share scheme of the Company, at the end of the
financial year.
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I N T R O D U C T I O N
Pursuant to paragraph 15.27 (b) of the Listing Requirements (LR) of Bursa M alaysia Securities Berhad (Bursa M alaysia) and
as guided by the Bursa M alaysias Statement on Internal Control: Guidance for Directors of Public Listed Companies (the Guidance),
the Board of Directors (the Board) of Silver Bird Group Berhad is pleased to include a statement on the state of the Groups
internal controls in the annual report.
R E S P O N S I B I L I T Y
The Board acknowledges its responsibility and re-affirms its commitment in maintaining a sound system of internal control
to safeguard shareholders investments and the Groups assets as well as reviewing the adequacy and integrity of the system
of internal control.
However, as there are inherent limitations in any system of internal controls, such systems put into effect by M anagement can
only reduce but cannot eliminate all risks that may impede the achievement of the Groups business objectives. Therefore, the internal
control system can only provide reasonable and not absolute assurance against material misstatement or loss.
K E Y F E AT U R E S O F T H E G R O U P S I N T E R N A L C O N T R O L S YS T E M
1 . C O N T R O L E N VI R O N M E N T
O rganisation Structure & Authorisation Procedures
The Group maintains a formal organisation structure with well-defined delegation of responsibilities and accountability
within the Groups Senior M anagement. It sets out the roles and responsibilities, appropriate authority limits, review and
approval procedures in order to enhance the internal control system of the Groups various operations.
Periodical and/or Annual Budget
Budgetary control for every operations of the Group, where actual performance is closely monitored against budgets
to identify and to address significant variances.
Group Policies and Procedures
The Group has adequate documented policies and procedures that are regularly reviewed and updated to ensure that
it maintains its effectiveness and continues to support the Groups business activities at all times as the Group continues
to grow.
Human Resource Policy
Comprehensive guidelines on the employment and retention of employees are in place, to ensure that the Group has a team
of employees who are well trained and equipped with all the necessary knowledge, skills and abilities to carry out their
responsibility effectively.
2 . R I S K M A N A G E M E N T F R A M E WO R K
Risk M anagement is regarded by the Board to be an integral part of the business operations. The Board maintains an on-going
commitment to enhance the Groups control environment and processes. The key risks relating to the Groups operations
and strategic and business plans are addressed at M anagements periodic meetings. Significant risks identified are brought
to the attention of the Board at their scheduled meetings.
During the financial year ended 31 O ctober 2008, M anagement with the assistance of external consultants has updated the
Groups key risk profile which has been presented to the Audit Committee in M arch 2008. Risks identified were prioritised in
terms of likelihood of their occurrence and the impact on the achievement of the Groups business objectives/goals.
The key risk profile shall be updated on a regular basis to ensure that all key risks are identified and adequate responses are
devised and continue to be relevant in mitigating these risks.
The abovementioned practices/initiatives by M anagement serves as the on-going process used to identify, evaluate and
manage significant risks.
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K E Y F E AT U R E S O F T H E G R O U P S I N T E R N A L C O N T R O L S YS T E M (cont d)
3 . I N T E R N A L A U D I T F U N C T I O N
The Groups internal audit function is outsourced to external consultants. The outsourced internal auditors assist the Board
and the Audit Committee in providing independent assessment of the adequacy, efficiency and effectiveness of the Groups
internal control systems. They report directly to the Audit Committee and internal audit plans are tabled to the Audit
Committee for review and approval to ensure adequate coverage.
O n a quarterly basis, the Groups internal auditors table the results of their review of the business processes of different
operating units to the Audit Committee at their scheduled meetings. The status of the implementation of corrective actions
to address control weaknesses are also followed up by the internal auditors to ensure that these actions have been
satisfactorily implemented.
During the financial year under review, identified weaknesses in internal controls have been appropriately addressed and
Senior M anagement will continue to ensure that appropriate action is taken to enhance and strengthen the internal
control environment.
4 . I N F O R M AT I O N A N D C O M M U N I C AT I O N
Information critical to the achievement of the Groups business objectives are communicated through established reporting
lines across the Group. This is to ensure that matters that require the Board and Senior M anagements attention are
highlighted for review, deliberation and decision on a timely basis.
5 . M O N I T O R I N G A N D R E VI E W
Scheduled management meetings are held to discuss and review the business planning, budgeting, financial and operational
performances.
Financial and O perational Review
The monthly management accounts and the quarterly financial statements containing key financial results, operational
performance results and comparisons of performance against budget are presented to the Board for their review,
consideration and approval.
Business Planning and Budgeting Review
The Board plays an active role in discussing and reviewing the business plans, strategies, performance and risks faced
by the Group.
6 . C O N C L U S I O N
The Board is of the view that the Groups system of internal controls is adequate to safeguard shareholders investments and
the Groups assets. However, the Board is also cognizant of the fact that the Groups system of internal control and risk
management practices must continuously evolve to meet the changing and challenging business environment. Therefore,
the Board will, when necessary, put in place appropriate action plans to further enhance the system of internal controls.
This statement was approved by the Board of Directors on 23 February 2009.
S ta te m e n t O f
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The Board is fully accountable to ensure that the financial statements are drawn up in accordance with Companies Act, 1965
and the applicable approved accounting standards set by M alaysian Accounting Standards Board so as to give a true and fair
view of the state of affairs of the Group and the Company as at 31 O ctober 2008 and of the results and cash flows of the Group
and Company for the financial year ended on that date.
In the process of preparing these financial statements, and other than as disclosed in the notes to the financial statements, the
Directors have reviewed the accounting policies and practices to ensure that they were consistently applied throughout the year.
In cases where judgment and estimates were made, they were based on reasonableness and prudence. Additionally, the
directors have relied on the system of internal controls to ensure that the information generated for the preparation of the financial
statements from the underlying accounting records is accurate and reliable.
This statement is made in accordance with a resolution of the Board of Directors dated 23 February 2009.
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Directors Report
Statement By Directors
Statutory Declaration
Independent Auditors Report
Balance Sheets
Income Statements
Statements O f Changes In Equity
Cash Flow Statements
Notes To The Financial Statements
F in a n c ia l S ta te m e n ts
30
35
35
36
37
39
40
42
44
The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial year
ended 31 O ctober 2008.
P R I N C I P A L A C T I VI T I E S
The Companyis principallyengaged in the business of investment holding whilst the principal activities of the subsidiaries are set out in
Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the financial year.
R E S U LT S
T H E G R O U P T H E C O M P A N Y
R M 0 0 0 R M 0 0 0
Loss after taxation for the financial year (21, 275) (731)
M inority interests 66 -
Loss attributable to equity holders of the Company (21, 209) (731)
D I VI D E N D S
No dividend was declared or paid since the end of the previous financial year and the directors do not recommend the payment
of any dividend for the current financial year.
R E S E R VE S A N D P R O VI S I O N S
All material transfers to or from reserves or provisions during the financial year are disclosed in the financial statements.
I S S U E S O F S H A R E S A N D D E B E N T U R E S
During the financial year,
(a) there were no changes in the authorised share capital of the Company.
(b) the Company increased its issued and paid-up share capital from RM 117, 769, 050.50 to RM 157, 058, 717.50 by way of:-
(i) the conversion of RM 34, 358 nominal value 1% Irredeemable Convertible Unsecured Loan Stocks into 50, 527 ordinary
shares of RM 0.50 each, at a conversion price of RM 0.68 per new ordinary share; and
(ii) the allotment of 78, 528, 807 new ordinary shares of RM 0.50 each at an issue price of RM 0.66 per share through a rights
issue on the basis of 2 new ordinary shares for every 6 existing ordinary shares held for working capital purposes.
The shares were issued for cash consideration.
All the new shares issued during the financial year rank pari passu in all respects with the existing shares of the Company.
(c) there were no issues of debentures by the Company during the financial year.
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1 % I R R E D E E M A B L E C O N VE R T I B L E U N S E C U R E D L O A N S T O C K S 2 0 0 4 /2 0 0 9 I C U L S )
Pursuant to a Trust Deed dated 6 February 2004, the Company issued RM 20, 500, 000 nominal value ICULS 2004/2009 as partial
discharge of the purchase consideration for the acquisition of a subsidiary. The principal terms of the ICULS are disclosed in Note 21
to the financial statements.
The movements in the ICULS during the financial year are as follows:-
N U M B E R O F I C U L S O F R M 0 . 5 0 E A C H
AT AT
1 . 1 1 . 2 0 0 7 I S S U E D C O N VE R T E D 3 1 . 1 0 . 2 0 0 8
ICULS 2004/2009 154, 100 - 68, 720 8 5 , 3 8 0
T R E A S U R Y S H A R E S
The movements of treasury shares during the financial year are as follows:-
P R I C E P E R S H A R E T O TA L
N O . O F C O N S I D E R AT I O N
D AT E L O WE S T H I G H E S T AVE R A G E S H A R E S R M 0 0 0
Balance at 1 November 2007 827, 500 323
November 2007 0.900 0.900 0.900 1, 000 1
828, 500 324
February 2008 0.970 1.000 0.985 (828, 500) (889)
At 31 O ctober 2008 - (565)
During the financial year, all the treasury shares were sold for a total consideration of RM 889, 000 resulting in a gain of RM 565, 000
which was recognised in the statements of changes in equity.
O P T I O N S G R A N T E D O VE R U N I S S U E D S H A R E S
During the financial year, no options were granted by the Company to any person to take up any unissued shares in the Company.
B A D A N D D O U B T F U L D E B T S
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain
that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts, and satisfied
themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts.
At the date of this report, the directors are not aware of any circumstances that would further require the writing off of bad debts,
or the additional allowance for doubtful debts in the financial statements of the Group and of the Company.
C U R R E N T A S S E T S
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain
that any current assets other than debts, which were unlikely to be realised in the ordinary course of business, including their
value as shown in the accounting records of the Group and of the Company, have been written down to an amount which they
might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the current
assets in the financial statements of the Group and of the Company misleading.
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VA L U AT I O N M E T H O D S
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the
existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
C O N T I N G E N T A N D O T H E R L I A B I L I T I E S
The contingent liability of the Company is disclosed in Note 44 to the financial statements. At the date of this report, there does
not exist:-
(i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which secures
the liabilities of any other person; or
(ii) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceable within
the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect
the ability of the Group and of the Company to meet their obligations when they fall due.
C H A N G E O F C I R C U M S TA N C E S
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the financial
statements of the Group and of the Company which would render any amount stated in the financial statements misleading.
I T E M S O F A N U N U S U A L N AT U R E
The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the directors,
substantially affected by any item, transaction or event of a material and unusual nature.
There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event
of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operations of the
Group and of the Company for the financial year.
D I R E C T O R S
The directors who served since the date of the last report are as follows:-
DATO PRO F. DR. GAN M IEW CHEE @ GAN K HUAN PO H
DATO TAN HAN K O O K
CHING SIEW CHEO NG
LIM HO CK CHYE
RICHARD GEO RGE AZLAN BIN ABAS
DATO SERI TALAAT BIN HUSAIN
ADI AZUAN BIN ABDUL GHANI
DATO LEE K O K CHUAN
PETER JO HN M CLO GHLIN
VANDA RUSSELL GO ULD (ALTERNATE DIRECTO R TO PETER JO HN M CLO GHLIN)
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D I R E C T O R S I N T E R E S T S
According to the register of directors shareholdings, the interests of directors holding office at the end of the financial year in shares
in the Company and its related corporations during the financial year are as follows:-
N U M B E R O F O R D I N A R Y S H A R E S O F R M 0 . 5 0 E A C H
AT AT
1 . 1 1 . 2 0 0 7 B O U G H T S O L D 3 1 . 1 0 . 2 0 0 8
DIRECT INTERESTS
DATO TAN HAN K O O K 34, 530, 652 11, 510, 214 - 46, 040, 866
CHING SIEW CHEO NG 4, 355, 581 973, 710 - 5, 329, 291
RICHARD GEO RGE AZLAN BIN ABAS 100, 000 33, 333 - 133, 333
INDIRECT INTEREST
(1)
6, 056, 279 2, 019, 800 - 8, 076, 079
VANDA RUSSELL GO ULD
(2)
- 36, 876, 666 - 36, 876, 666
(1)
Deemed interests through spouses shareholdings.
(2)
Deemed interests through CVC Limited by virtue of Section 6A of the Companies Act 1965.
N U M B E R O F WA R R A N T S
AT AT
1 . 1 1 . 2 0 0 7 B O U G H T S O L D 3 1 . 1 0 . 2 0 0 8
WA R R A N T S A - 2 0 0 5 /2 0 1 0
DIRECT INTEREST
CHING SIEW CHEO NG 150, 065 5, 552 - 155, 617
INDIRECT INTEREST
(1)
319, 769 11, 829 - 331, 598
WA R R A N T S B - 2 0 0 8 /2 0 1 3
DIRECT INTERESTS
DATO TAN HAN K O O K - 4, 316, 330 (659, 000) 3, 657, 330
CHING SIEW CHEO NG - 372, 640 - 372, 640
RICHARD GEO RGE AZLAN BIN ABAS - 12, 499 - 12, 499
INDIRECT INTERESTS
(2)
- 757, 425 - 757, 425
VANDA RUSSELL GO ULD
(3)
- 3, 757, 187 - 3, 757, 187
(1)
Deemed interests through spouses shareholdings as well as through Dato Tan Han K ooks interests in Amble Appeal Sdn. Bhd. and Tahako
Sdn. Bhd. by virtue of Section 6A of the Companies Act 1965 in M alsysia.
(2)
Deemed interests through spouses shareholdings.
(3)
Deemed interests through CVC Limited by virtue of Section 6A of the Companies Act 1965.
By virtue of his interest in shares in the Company, Dato Tan Han K ook is deemed to have interests in shares in its related
corporations to the extent of the Companys interest, in accordance with Section 6A of the Companies Act 1965 in M alaysia.
None of the other directors holding office at the end of the financial year had any interest in shares in the Company or its related
corporations during the financial year.
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D I R E C T O R S B E N E F I T S
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a benefit
included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial statements, or
the fixed salary of a full-time employee of the 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.
Neither during nor at the end of the financial year was the Group or the Company a party to any arrangements whose object is
to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other
body corporate.
S I G N I F I C A N T E VE N T D U R I N G T H E F I N A N C I A L YE A R
The significant event during the financial year is disclosed in Note 49 to the financial statements.
S I G N I F I C A N T E VE N T S U B S E Q U E N T T O T H E B A L A N C E S H E E T D AT E
The significant event subsequent to the balance sheet date is disclosed in Note 50 to the financial statements.
A U D I T O R S
The auditors, M essrs. Horwath have expressed their willingness to continue in office.
S I G N E D I N A C C O R D A N C E WI T H A R E S O L U T I O N O F T H E D I R E C T O R S D AT E D 2 3 F E B R U A R Y 2 0 0 9
D a to P ro f. D r. G a n M ie w C h e e @ G a n K h u a n P o h
D a to Ta n H a n K o o k
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We, Dato Prof. Dr. Gan M iew Chee @ Gan K huan Poh and Dato Tan Han K ook, being two of the directors of Silver Bird Group
Berhad, state that, in the opinion of the directors, the financial statements set out on pages 37 to 73 are drawn up in accordance
with Financial Reporting Standards and the Companies Act 1965 in M alaysia so as to give a true and fair view of the state of
affairs of the Group and of the Company at 31 O ctober 2008 and of their results and cash flows for the financial year ended on
that date.
S I G N E D I N A C C O R D A N C E WI T H A R E S O L U T I O N O F T H E D I R E C T O R S D AT E D 2 3 F E B R U A R Y 2 0 0 9
D a to P ro f. D r. G a n M ie w C h e e @ G a n K h u a n P o h D a to Ta n H a n K o o k
S ta tu to ry
D e c la ra tio n
I, Ching Siew Cheong, I/C No. 620521-10-7055, being the director primarily responsible for the financial management of Silver
Bird Group Berhad, do solemnly and sincerely declare that the financial statements set out on pages 37 to 73 are, to the best
of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by
virtue of the provisions of the Statutory Declarations Act 1960.
Subscribed and solemnly declared by
Ching Siew Cheong, I/C No. 620521-10-7055,
at K uala Lumpur in the Federal Territory
on this 23 February 2009
Before me
M o h d R a d zi B in Ya sin C h in g S ie w C h e o n g
No: W 327
Commissioner for O aths
R e p o rt o n th e F in a n c ia l S ta te m e n ts
We have audited the financial statements of Silver Bird Group Berhad, which comprise the balance sheets as at 31 O ctober 2008
of the Group and of the Company, and the income statements, statements of changes in equity and cash flow statements of
the Group and of the Company for the financial year then ended, and a summary of significant accounting policies and other
explanatory notes, as set out on pages 37 to 73.
Directors Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance
with Financial Reporting Standards and the Companies Act 1965 in M alaysia. This responsibility includes designing, implementing
and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material
misstatement, whether due to fraud or error, selecting and applying appropriate accounting policies, and making accounting
estimates that are reasonable in the circumstances.
Auditors Responsibility
O ur responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in
accordance with approved standards on auditing in M alaysia. Those standards require that we comply with ethical requirements
and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements.
The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the financial
statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the
Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate
in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control.
An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting
estimates made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the
Companies Act 1965 in M alaysia so as to give a true and fair view of the financial position of the Group and of the Company as of
31 O ctober 2008 and of their financial performance and cash flows for the financial year then ended.
R e p o rt o n O th e r L e g a l a n d R e g u la to ry R e q u ire m e n ts
In accordance with the requirements of the Companies Act 1965 in M alaysia, we also report the following:-
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We have considered the financial statements and the auditors reports of the subsidiary of which we have not acted as auditors,
which is indicated in Note 6 to the financial statements.
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Companys financial
statements are in form and content appropriate and proper for the purposes of the preparation of the financial statements
of the Group and we have received satisfactory information and explanations required by us for those purposes.
(d) The audit reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment
made under Section 174(3) of the Act.
O th e r M a tte rs
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act
1965 in M alaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
H o rwa th L e e K o k Wa i
Firm No: AF 1018 Approval No: 2760/06/10 (J)
Chartered Accountants Partner
K uala Lumpur
23 February 2009
I n d e p e n d e n t
A u d ito rs R e p o rt
to the members of Silver Bird Group Berhad
(Incorporated in M alaysia) (Company No: 277977-X)
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2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
N O T E R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
A S S E T S
N O N -C U R R E N T A S S E T S
Investments in subsidiaries 6 - - 1 0 5 , 4 2 8 105, 428
Property, plant and equipment 7 1 5 5 , 4 1 2 182, 085 - -
O ther receivable 8 1 4 , 8 4 2 14, 842 1 4 , 8 4 2 14, 842
Intangible assets 9 3 6 , 7 3 3 36, 735 - -
Long-term loan to subsidiaries 10 - - 1 3 0 , 0 6 7 104, 465
2 0 6 , 9 8 7 233, 662 2 5 0 , 3 3 7 224, 735
C U R R E N T A S S E T S
Inventories 11 1 8 , 8 4 1 16, 631 - -
Trade receivables 12 4 5 , 8 2 6 45, 245 - -
O ther receivables, deposits
and prepayments 13 3 5 , 3 9 7 12, 590 8 4 0 330
Amount owing by subsidiaries 14 - - 8 1 6 829
Tax refundable 1 3 6 290 - -
Short-term deposit with a
financial institution 15 8 8 2 - 8 8 2 -
Fixed deposits with licensed banks 16 2 2 7 219 - -
Cash and bank balances 1 6 , 6 4 0 9, 227 7 6 84
1 1 7 , 9 4 9 84, 202 2 , 6 1 4 1, 243
T O TA L A S S E T S 3 2 4 , 9 3 6 317, 864 2 5 2 , 9 5 1 225, 978
E Q U I T Y A N D L I A B I L I T I E S
E Q U I T Y
Share capital 17 1 5 7 , 0 5 9 117, 769 1 5 7 , 0 5 9 117, 769
Share premium 18 3 6 , 0 6 6 24, 325 3 6 , 0 6 6 24, 325
M erger deficit 19 5 , 3 2 6 ) (5, 326) - -
Capital reserve 20 2 7 7 277 - -
1% Irredeemable Convertible
Unsecured Loan Stocks (ICULS) 21 4 2 76 4 2 76
Warrants reserve 22 7 , 3 6 3 7, 363 7 , 3 6 3 7, 363
Accumulated losses 5 1 , 4 0 1 ) (30, 757) 5 , 0 3 4 ) (4, 868)
Exchange translation reserve 2 , 2 7 0 ) (792) - -
Treasury shares 23 - (323) - (323)
1 4 1 , 8 1 0 112, 612 1 9 5 , 4 9 6 144, 342
M I N O R I T Y I N T E R E S T S 2 7 7 343 - -
T O TA L E Q U I T Y 1 4 2 , 0 8 7 112, 955 1 9 5 , 4 9 6 144, 342
B a la n c e
S h e e ts
at 31 O ctober 2008
37
S
i
l
v
e
r

B
i
r
d

G
r
o
u
p

B
e
r
h
a
d
The annexed notes form an integral part of these financial statements.
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
N O T E R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
N O N -C U R R E N T L I A B I L I T I E S
Deferred taxation 24 - 620 - -
Long-term borrowings 25 1 , 0 5 6 1, 398 - -
Bonds 26 2 6 , 3 7 3 45, 271 2 6 , 3 7 3 45, 271
2 7 , 4 2 9 47, 289 2 6 , 3 7 3 45, 271
C U R R E N T L I A B I L I T I E S
Trade payables 27 1 6 , 8 3 7 26, 837 - -
O ther payables and accruals 28 7 , 6 6 2 16, 737 1 , 0 2 8 6, 309
Amount owing to subsidiaries 14 - - 4 9 51
Provision for taxation 1 7 3 - 5 5
Commercial Papers 29 3 0 , 0 0 0 30, 000 3 0 , 0 0 0 30, 000
Short-term borrowings 30 9 4 , 7 8 2 83, 561 - -
Bank overdrafts 31 5 , 9 6 6 485 - -
1 5 5 , 4 2 0 157, 620 3 1 , 0 8 2 36, 365
T O TA L L I A B I L I T I E S 1 8 2 , 8 4 9 204, 909 5 7 , 4 5 5 81, 636
T O TA L E Q U I T Y A N D L I A B I L I T I E S 3 2 4 , 9 3 6 317, 864 2 5 2 , 9 5 1 225, 978
N E T A S S E T S P E R S H A R E 32 4 5 . 1 4 se n 47.96 sen
B a la n c e
S h e e ts
at 31 O ctober 2008
38
S
i
l
v
e
r

B
i
r
d

G
r
o
u
p

B
e
r
h
a
d
(cont d)
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
N O T E R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
REVENUE 34 6 3 8 , 5 6 3 606, 483 - -
CO ST O F SALES 5 7 9 , 5 2 0 ) (541, 250) - -
GRO SS PRO FIT 5 9 , 0 4 3 65, 233 - -
O THER O PERATING INCO M E 4 , 4 0 5 1, 058 6 , 7 4 5 4, 688
6 3 , 4 4 8 66, 291 6 , 7 4 5 4, 688
ADVERTISING AND
PRO M O TIO N EXPENSES 3 , 7 8 0 ) (4, 419) - -
ADM INISTRATIVE EXPENSES 2 0 , 4 8 5 ) (28, 058) 3 , 7 4 1 ) (4, 023)
SELLING AND
DISTRIBUTIO N EXPENSES 4 8 , 4 7 2 ) (34, 852) - -
O THER O PERATING EXPENSES 35 5 , 1 4 2 ) 8, 653 - -
(LO SS)/PRO FIT FRO M
O PERATIO NS 1 4 , 4 3 1 ) 7, 615 3 , 0 0 4 665
FINANCE CO STS 8 , 7 0 3 ) (7, 569) 4 , 9 7 4 ) (4, 541)
SHARE O F LO SS O F A
JO INTLY CO NTRO LLED ENTITY - (18, 443) - -
LO SS BEFO RE TAXATIO N 36 2 3 , 1 3 4 ) (18, 397) 1 , 9 7 0 ) (3, 876)
INCO M E TAX EXPENSE 37 1 , 8 5 9 2, 320 1 , 2 3 9 -
LO SS AFTER TAXATIO N 2 1 , 2 7 5 ) (16, 077) 7 3 1 ) (3, 876)
ATTRIBUTABLE TO :-
Equity holders of the Company 2 1 , 2 0 9 ) (15, 939) 7 3 1 ) (3, 876)
M inority interests 6 6 ) (138) - -
2 1 , 2 7 5 ) (16, 077) 7 3 1 ) (3, 876)
LO SS PER SHARE
- Basic 38 7 . 3 se n ) (7.4 sen)
- Diluted 38 N /A N/A
N/A - Not applicable
I n c o m e
S ta te m e n ts
for the financial year ended 31 O ctober 2008
39
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B
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7
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1
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6
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1
.
1
0
.
2
0
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1
5
7
,
0
5
9
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6
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,
3
6
3
(
5
,
0
3
4
)
-
1
9
5
,
4
9
6
S ta te m e n ts O f
C h a n g e s I n E q u ity
41
S
i
l
v
e
r

B
i
r
d

G
r
o
u
p

B
e
r
h
a
d
(cont d)
T
h
e

a
n
n
e
x
e
d

n
o
t
e
s

f
o
r
m

a
n

i
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t
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r
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l

p
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t

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t
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f
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s
t
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m
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n
t
s
.
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
N O T E R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
C A S H F L O WS F O R
O P E R AT I N G A C T I VI T I E S
Loss before taxation 2 3 , 1 3 4 ) (18, 397) 1 , 9 7 0 ) (3, 876)
Adjustments for:-
Allowance for doubtful debts - 72 - -
Amortisation of discount on bonds 1 , 1 0 2 1, 102 1 , 1 0 2 1, 102
Amortisation of intangible assets 2 2 - -
Bad debts written off 9 4 57 - -
Depreciation on property, plant
and equipment 2 3 , 2 7 2 19, 031 - -
(Gain)/Loss on disposal of
plant and equipment 1 9 ) 2, 942 - -
Interest income 1 , 9 4 0 ) (87) 6 , 7 3 0 ) (4, 688)
Interest expense 7 , 6 0 1 6, 468 3 , 8 7 2 3, 439
Property, plant and equipment
written off - 13 - -
Writeback of impairment on
property, plant and equipment - (16, 794) - -
O perating profit/(loss) before
working capital changes 6 , 9 7 8 (5, 591) 3 , 7 2 6 ) (4, 023)
Increase in inventories 2 , 2 1 0 ) (1, 682) - -
Decrease/(Increase) in trade
and other receivables 3 , 5 1 9 (555) 1 , 3 9 2 ) 530
(Decrease)/Increase in trade
and other payables 1 9 , 0 7 5 ) 1, 802 5 , 2 8 1 ) 6, 120
Decrease in amount owing
to a jointly controlled entity - (8, 901) - -
C A S H F O R ) /F R O M O P E R AT I O N S 1 0 , 7 8 8 ) (14, 927) 1 0 , 3 9 9 ) 2, 627
Interest paid 7 , 6 0 1 ) (6, 468) 3 , 8 7 2 ) (3, 439)
Net income tax refunded 1 , 5 6 6 78 1 , 2 3 9 -
N E T C A S H F O R O P E R AT I N G
A C T I VI T I E S /B A L A N C E
C A R R I E D F O R WA R D 1 6 , 8 2 3 ) (21, 317) 1 3 , 0 3 2 ) (812)
C a sh F lo w
S ta te m e n ts
42
S
i
l
v
e
r

B
i
r
d

G
r
o
u
p

B
e
r
h
a
d
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
N O T E R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
B A L A N C E B R O U G H T F O R WA R D 1 6 , 8 2 3 ) (21, 317) 1 3 , 0 3 2 ) (812)
C A S H F L O WS F O R ) /F R O M
I N VE S T I N G A C T I VI T I E S
Purchase of plant and equipment 39 2 3 , 5 8 3 ) (34, 225) - -
Additional investment in subsidiaries - - - (16, 364)
Interest received 1 , 9 4 0 87 6 , 7 3 0 4, 688
Net cash outflow on the acquisition
of a subsidiary 40 - (4, 120) - -
Proceeds from disposal of
plant and equipment 1 8 7 7, 668 - -
Advances to a jointly controlledentity - - - 12
Net (advances to)/repayment
from subsidiaries - - 2 5 , 5 9 1 ) 17, 735
N E T C A S H F O R ) /F R O M
I N VE S T I N G A C T I VI T I E S 2 1 , 4 5 6 ) (30, 590) 1 8 , 8 6 1 ) 6, 071
C A S H F L O WS F R O M / F O R )
F I N A N C I N G A C T I VI T I E S
Proceeds from disposal of
treasury shares 8 8 9 - 8 8 9 -
Treasury shares acquired 1 ) (322) 1 ) (322)
Proceeds from issuance of
ordinary shares, net of expenses 5 0 , 9 9 7 10, 000 5 0 , 9 9 7 10, 000
Net increase in bills payable 1 1 , 1 5 3 7, 422 - -
Net drawdown of Commercial
Papers - 5, 000 - 5, 000
Net repayment of hire
purchase obligations 4 5 9 ) (426) - -
Repayment of bonds 2 0 , 0 0 0 ) (20, 000) 2 0 , 0 0 0 ) (20, 000)
N E T C A S H F R O M / F O R )
F I N A N C I N G A C T I VI T I E S 4 2 , 5 7 9 1, 674 3 1 , 8 8 5 (5, 322)
N E T I N C R E A S E / D E C R E A S E )
I N C A S H A N D C A S H
E Q U I VA L E N T S 4 , 3 0 0 (50, 233) 8 ) (63)
E F F E C T S O F F O R E I G N E XC H A N G E
T R A N S L AT I O N O N C A S H A N D C A S H
E Q U I VA L E N T S 1 , 4 7 8 ) (792) - -
C A S H A N D C A S H E Q U I VA L E N T S
AT B E G I N N I N G O F T H E
F I N A N C I A L YE A R 8 , 9 6 1 59, 986 8 4 147
C A S H A N D C A S H
E Q U I VA L E N T S AT E N D O F
T H E F I N A N C I A L YE A R 41 1 1 , 7 8 3 8, 961 7 6 84
C a sh F lo w
S ta te m e n ts
43
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G
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p

B
e
r
h
a
d
(cont d)
1 . G E N E R A L I N F O R M AT I O N
The Company is a public company limited by shares and is incorporated under the Companies Act 1965 in M alaysia. The
domicile of the Company is M alaysia. The registered office and principal place of business is at Lot 72, Persiaran Jubli Perak,
Seksyen 21, 40300 Shah Alam, Selangor Darul Ehsan.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors
dated 23 February 2009.
2 . P R I N C I P A L A C T I VI T I E S
The Company is principally engaged in the business of investment holding. The principal activities of the subsidiaries are set
out in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during the
financial year.
3 . F I N A N C I A L R I S K M A N A G E M E N T P O L I C I E S
The Groups financial risk management policy seeks to ensure that adequate financial resources are available for the
development of the Groups business whilst managing its market, credit, liquidity and cash flow risks. The Group operates
within clearly defined guidelines that are established by the Audit Committee and approved by the Board and the policies in
respect of the major areas of treasury activity are as follows:-
a ) M a rk e t R isk
i) F o re ig n C u rre n c y R isk
The Group is exposed to foreign exchange risk on sales and purchases that are denominated in foreign currencies.
It manages its foreign exchange exposure by a policy of matching as far as possible receipts and payments in each
individual currency.
Surpluses of convertible currencies are either retained in foreign currency or sold for Ringgit M alaysia. The Groups
foreign currency transactions and balances are substantially denominated in Singapore Dollar and United States
(US) Dollar.
Foreign exchange risk is monitored closely and managed to an acceptable level.
ii) I n te re st R a te R isk
The Group obtains financing through bank borrowings. Its policy is to obtain the most favourable interest rates available.
Surplus funds are placed with licensed financial institutions at the most favourable interest rates.
iii) P ric e R isk
The Group does not have any quoted investments and hence is not exposed to price risk.
b ) C re d it R isk
The Groups exposure to credit risk, or the risk of counterparties defaulting, arises mainly from receivables. The
maximum exposure to credit risk is represented by the total carrying amount of these financial assets in the balance
sheet reduced by the effects of any netting arrangements with counterparties.
The Group does not have any major concentration of credit risk related to any individual customer or counterparty.
The Group manages its exposure to credit risk by investing its cash assets safely and profitably, and by the application
of credit approvals, credit limits and monitoring procedures on an ongoing basis.
c ) L iq u id ity a n d C a sh F lo w R isk
The Groups exposure to liquidity and cash flow risks arises mainly from general funding and business activities.
It practises prudent liquidity risk management by maintaining sufficient cash balances and the availability of funding
through certain committed credit facilities.
N o te s To T h e
44
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a
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4 . B A S I S O F P R E P A R AT I O N
The financial statements of the Group and of the Company are prepared under the historical cost convention and modified
to include other bases of valuation as disclosed in other sections under significant accounting policies, and in compliance
with Financial Reporting Standards (FRSs) and the Companies Act 1965 in M alaysia.
(a) During the current financial year, the Group has adopted the following:
(i) FRSs issued and effective for financial periods beginning on or after 1 July 2007:-
FRS 107 Cash Flow Statements
FRS 111 Construction Contracts
FRS 112 Income Taxes
FRS 118 Revenue
FRS 120 Accounting for Government Grants and Disclosure of Government Assistance
FRS 134 Interim Financial Reporting
FRS 137 Provisions, Contingent Liabilities and Contingent Assets
FRS 111 and FRS 120 are not relevant to the Groups operations. The adoption of the other standards did not have
any material impact on the form and content of disclosures presented in the financial statements.
(ii) Amendment to FRS 121 - The Effects of Changes in Foreign Exchange Rates Net Investment in a Foreign Operation
issued and effective for financial periods beginning on or after 1 July 2007. The adoption of this amendment did
not have any material impact on the financial statements of the Group.
(iii) IC Interpretations issued and are effective for financial periods beginning on or after 1 July 2007:-
IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities
IC Interpretation 2 M embers Shares in Co-operative Entities and Similar Instruments
IC Interpretation 5 Rights to Interests arising from Decommissioning, Restoration and Environmental
Rehabilitation Funds
IC Interpretation 6 Liabilities arising from Participating in a Specific M arket - Waste Electrical and
Electronic Equipment
IC Interpretation 7 Applying the Restatement Approach under FRS 129
2004
Financial Reporting in
Hyperinflationary Economies
IC Interpretation 8 Scope of FRS 2
The above IC Interpretations are not relevant to the Groups operations.
(b) The Group has not adopted the following FRSs and IC Interpretations that have been issued as at the date of authorisation
of these financial statements but are not yet effective for the Group and the Company:
(i) FRS issued and effective for financial periods beginning on or after 1 July 2009:
FRS 8 O perating Segments
FRS 8 replaces FRS 114
2004
Segment Reporting and requires a management approach, under which segment
information is presented on the same basis as that used for internal reporting purposes. The adoption of this
standard only impacts the form and content of disclosures presented in the financial statements of the Group. This
FRS is expected to have no material impact on the financial statements of the Group upon its initial application.
(ii) FRSs issued and effective for financial periods beginning on or after 1 January 2010:
FRS 4 Insurance Contracts
FRS 7 Financial Instruments: Disclosures
FRS 139 Financial Instruments: Recognition and M easurement
FRS 4 is not relevant to the Groups operations. The possible impacts of applying FRS 7 and FRS 139 on the
financial statements upon their initial applications are not disclosed by virtue of the exemptions given in these
standards.
N o te s To T h e
45
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B
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a
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(cont d)
4 . B A S I S O F P R E P A R AT I O N C O N T D )
(iii) IC Interpretations issued and effective for financial periods beginning on or after 1 January 2010:
IC Interpretation 9 Reassessment of Embedded Derivatives
IC Interpretation 10 Interim Financial Reporting and Impairment
IC Interpretation 9 is not relevant to the Groups operations. IC Interpretation 10 prohibits the impairment losses
recognised in an interim period on goodwill and investments in equity instruments and in financial assets carried at
cost to be reversed at a subsequent balance sheet date. This interpretation is expected to have no material impact
on the financial statements of the Group upon its initial application.
5 . S I G N I F I C A N T A C C O U N T I N G P O L I C I E S
a ) C ritic a l A c c o u n tin g E stim a te s A n d J u d g e m e n ts
Estimates and judgements are continually evaluated by the directors and management and are based on historical
experience and other factors, including expectations of future events that are believed to be reasonable under the
circumstances. The estimates and judgements that affect the application of the Groups accounting policies and
disclosures, and have a significant risk of causing a material adjustment to the carrying amounts of assets, liabilities,
income and expenses are discussed below:-
(i) Depreciation of Property, Plant and Equipment
The estimates for the residual values, useful lives and related depreciation charges for the property, plant and
equipment are based on commercial and production factors which could change significantly as a result of
technical innovations and competitors actions in response to the market conditions.
The Group anticipates that the residual values of its plant and equipment will be insignificant. As a result, residual
values are not being taken into consideration for the computation of the depreciable amount.
Changes in the expected level of usage and technological development could impact the economic useful lives and
the residual values of these assets, therefore future depreciation charges could be revised.
(ii) Income Taxes
There are certain transactions and computations for which the ultimate tax determination is uncertain during the
ordinary course of business. The Group recognises tax liabilities based on estimates of whether additional taxes will
be due. Where the final outcome of these matters is different from the amounts that were initially recognised, such
difference will impact the income tax and deferred tax provisions in the period in which such determination is made.
(iii) Impairment of Assets
When the recoverable amount of an asset is determined based on the estimate of the value-in-use of the cash-
generating unit to which the asset is allocated, the management is required to make an estimate of the expected
future cash flows from the cash-generating unit and also to apply a suitable discount rate in order to determine the
present value of those cash flows.
(iv) Allowance for Doubtful Debts of Receivables
The Group makes allowance for doubtful debts based on an assessment of the recoverability of receivables. Allowances
are applied to receivables where events or changes in circumstances indicate that the carrying amounts may not
be recoverable. M anagement specifically analyses historical bad debt, customer concentrations, customer
creditworthiness, current economic trends and changes in customer payment terms when making a judgement to
evaluate the adequacy of the allowance for doubtful debts of receivables. Where the expectation is different from
the original estimate, such difference will impact the carrying value of receivables.
(v) Allowance for Inventories
Reviews are made periodically by management on damaged, obsolete and slow-moving inventories. These reviews
require judgement and estimates.
Possible changes in these estimates could result in revisions to the valuation of inventories.
N o te s To T h e
46
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B
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a
d
(cont d)
5 . S I G N I F I C A N T A C C O U N T I N G P O L I C I E S C O N T D )
a ) C ritic a l A c c o u n tin g E stim a te s A n d J u d g e m e n ts C o n t d )
(vi) Fair Value Estimates for Certain Financial Assets and Liabilities
The Group carries certain financial assets and liabilities at fair value, which require extensive use of accounting
estimates and judgement. While significant components of fair value measurement were determined using verifiable
objective evidence, the amount of changes in fair value would differ if the Group uses different valuation
methodologies. Any changes in fair value of these assets and liabilities would affect profit and equity.
b ) F in a n c ia l I n stru m e n ts
Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual
provisions of the instruments.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to financial instruments classified as a liability are reported as
an expense or income. Distributions to holders of financial instruments classified as equity are charged directly to equity.
Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on
a net basis or to realise the asset and settle the liability simultaneously.
Financial instruments recognised in the balance sheet are disclosed in the individual policy statement associated with
each item.
c ) F u n c tio n a l a n d F o re ig n C u rre n c y
(i) Functional and Presentation Currency
The functional currency of the Group and each of the Groups entity is measured using the currency of the primary
economic environment in which the Company or that entity operates.
The consolidated financial statements are presented in Ringgit M alaysia (RM ) which is the Companys functional
and presentation currency.
(ii) Transactions and Balances
Transactions in foreign currency are converted into the respective functional currencies on initial recognition, using
the exchange rates approximating those ruling at the transaction dates. M onetary assets and liabilities at the
balance sheet date are translated at the rates ruling as of that date. Non-monetary assets and liabilities are
translated using exchange rates that existed when the values were determined. All exchange differences are taken
to the income statement.
d ) B a sis o f C o n so lid a tio n
The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made
up to 31 O ctober 2008.
A subsidiary is defined as an enterprise in which the Company has the power, directly or indirectly, to exercise control
over the financial and operating policies so as to obtain benefits from its activities.
The acquisition method is used to consolidate the results of some of the subsidiaries identified in Note 6 to the financial
statements. Under this method, the results of the subsidiaries acquired or disposed of during the financial year are
included in the consolidated income statement from the date of acquisition or up to the date of disposal.
For subsidiaries which were acquired by way of the issue of shares as identified in Note 6 to the financial statements,
and which satisfy the requirements of FRS 122 - Business Combinations, the merger method is used to consolidate the
results of these subsidiaries. The difference between the acquisition cost and the nominal value of the share capital and
reserves of the subsidiaries is taken to the merger reserve.
Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also
eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of
subsidiaries to ensure consistency of accounting policies with those of the Group.
M inority interest is measured at the minorities share of the post acquisition fair values of the identifiable assets and
liabilities of the acquired subsidiary. Separate disclosure is made for minority interest.
N o te s To T h e
47
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(cont d)
e ) G o o d will o n C o n so lid a tio n
Goodwill on consolidation represents the excess of the fair value of the purchase consideration over the Groups share
of the fair values of the identifiable net assets of the subsidiaries at the date of acquisition.
Goodwill is measured at cost less accumulated impairment losses, if any. The carrying value of goodwill is reviewed for
impairment annually. The impairment value of goodwill is recognised immediately in the consolidated income statement.
An impairment loss recognised for goodwill is not reversed in a subsequent period.
If, after reassessment, the Groups interest in the fair values of the identifiable net assets of the subsidiaries exceeds the
cost of the business combinations, the excess is recognised immediately in the consolidated income statement.
f) I n ve stm e n ts in S u b sid ia rie s
Investments in subsidiaries are stated at cost in the balance sheet of the Company, and are reviewed for impairment at
the end of the financial year if events or changes in circumstances indicate that their carrying values maynot be recoverable.
O n the disposal of the investments in subsidiaries, the difference between the net disposal proceeds and the carrying
amount of the investments is taken to the income statement.
g ) I n ve stm e n ts
Investments are held on a long-term basis and are stated at cost. Allowance for diminution in value is only made if the
directors are of the opinion that the diminution is permanent.
h ) P ro p e rty, P la n t a n d E q u ip m e n t
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
Depreciation is calculated under the straight-line method to write off the cost of the assets over their estimated useful lives.
Depreciation of an asset does not cease when the asset becomes idle or is retired from active use unless the asset is
fully depreciated. The principal annual rates used for this purpose are:-
Plant and machinery 5% - 10%
Gallery 10%
M otor vehicles 20%
O ffice equipment, furniture, fittings, renovation, cutlery and crockery 10% - 20%
The depreciation method, useful life and residual values are reviewed, and adjusted if appropriate, at each balance sheet
date to ensure that the amount, method and period of depreciation are consistent with previous estimates and the
expected pattern of consumption of the future economic benefits embodied in the items of the property, plant
and equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are
expected from its use. Any gain or loss arising from derecognition of the asset is included in the income statement in
the year the asset is derecognised.
i) I m p a irm e n t o f A sse ts
The carrying amounts of assets, other than those to which FRS 136 - Impairment of Assets does not apply, are reviewed
at each balance sheet date for impairment when there is an indication that the assets might be impaired. Impairment is
measured by comparing the carrying values of the assets with their recoverable amounts. The recoverable amount of
the assets is the higher of the assets net selling price and their value-in-use, which is measured by reference to
discounted future cash flow.
An impairment loss is charged to the income statement immediately unless the asset is carried at its revalued amount.
Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously recognised
revaluation surplus for the same asset.
In respect of assets other than goodwill, and when there is a change in the estimates used to determine the recoverable
amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the previous impairment
loss and is recognised to the extent of the carrying amount of the asset that would have been determined (net of
amortisation and depreciation) had no impairment loss been recognised. The reversal is recognised in the income
statement immediately, unless the asset is carried at its revalued amount. A reversal of an impairment loss on a revalued
asset is credited directly to the revaluation surplus. However, to the extent that an impairment loss on the same revalued
asset was previously recognised as an expense in the income statement, a reversal of that impairment loss is recognised
as income in the income statement.
N o te s To T h e
48
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(cont d)
j Tra d e m a rk s
The purchased trademark is stated at cost less accumulated amortisation and impairment losses, if any. The trademark
is amortised on a straight-line basis over a period of 10 years.
Trademarks are tested for impairment annually or more frequently when indicators of impairment are identified.
k ) I n ve n to rie s
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the weighted average basis,
and includes all incidentals incurred in bringing the inventories to their present location and condition.
In arriving at net realisable value, due allowance is made for all damaged, obsolete and slow-moving items.
l R e c e iva b le s
Receivables are carried at anticipated realisable value. Bad debts are written off in the period in which they are identified.
An estimate is made for doubtful debts based on a review of all outstanding amounts at the balance sheet date.
m ) P a ya b le s
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services
received.
n ) A sse ts U n d e r H ire P u rc h a se
Plant and equipment acquired under hire purchase are capitalised in the financial statements and are depreciated in
accordance with the policy set out in Note 5(h) above. Each hire purchase payment is allocated between the liability and
finance charges so as to achieve a constant rate on the finance balance outstanding. Finance charges are allocated to
the income statement over the period of the respective hire purchase agreements.
o ) I n c o m e Ta x e s
Income taxes for the year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is measured
using the tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is provided in full, using the liability method, on temporary differences arising between the tax bases of
assets and liabilities and their carrying amounts in the financial statements.
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill or
negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination
and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
unused tax losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset
is realised or the liability is settled, based on the tax rates that have been enacted or substantively enacted at the balance
sheet date.
Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised directly
in equity, in which case the deferred tax is also charged or credited directly in equity, or when it arises from a business
combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative
goodwill. The carrying amounts of deferred tax assets are reviewed at each balance sheet date and reduced to the
extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the deferred tax
assets to be utilised.
p ) I n te re st-b e a rin g B o rro win g s
Interest-bearing borrowings are recorded at the amount of proceeds received, net of transaction costs.
All borrowing costs are charged to the income statement as expenses in the period in which they are incurred.
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q ) E q u ity I n stru m e n ts
O rdinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares or options are
shown in equity as a deduction, net of tax, from proceeds.
Dividends on ordinary shares are recognised as liabilities when approved for appropriation.
r 1 % I rre d e e m a b le C o n ve rtib le U n se c u re d L o a n S to c k s I C U L S )
ICULS give the holders the right to convert the ICULS into ordinary shares of the Company at any time during the
conversion period. ICULS that are not converted by the holders at the expiry of the conversion period shall be mandatorily
converted into shares of the Company at the conversion price. As such, ICULS are recognised in the financial
statements based on the nominal value of the loan stocks and are classified as equity.
s) Wa rra n ts
Warrants issued by the Company are initially recognised based on proceeds received and reflected in the financial
statements as warrants reserve. Upon the exercise of the warrants to subscribe for shares in the Company, the warrants
reserve will be transferred to the share premium account.
t) P u rc h a se o f O wn S h a re s
When the share capital recognised as equity is bought by the Company under the share buy-back programme, the amount
of the consideration paid, including directly attributable costs, is recognised as a deduction from equity. Shares bought
that are not subsequently cancelled are classified as treasury shares and are presented as a deduction from total equity.
Where such shares are subsequently sold or reissued, any consideration received, net of any direct costs, is included
in shareholders equity.
u ) B o n d s a n d C o m m e rc ia l P a p e rs C P s )
Bonds and CPs issued by the Company are initially recognised based on proceeds received, net of issuance expenses
incurred and are adjusted in subsequent years for amortisation of discount and/or accretion of premium to maturity,
using the effective yield method. The discount amortised and/or premium accreted is recognised in the income
statement over the period of the bonds and CPs.
v) C a sh a n d C a sh E q u iva le n ts
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial
institutions, bank overdrafts and short term, highly liquid investments that are readily convertible to known amounts of cash
and which are subject to an insignificant risk of changes in value.
w) E m p lo ye e B e n e fits
(i) Short-term Benefits
Wages, salaries, paid annual leave, bonuses and non-monetary benefits are accrued in the period in which the
associated services are rendered by employees of the Group and of the Company.
(ii) Defined Contribution Plans
The Group and the Companys contributions to defined contribution plans are charged to the income statement in
the period to which they relate. O nce the contributions have been paid, the Group and the Company have no
further liability in respect of the defined contribution plans.
x ) R e la te d P a rtie s
For the purposes of these financial statements, a party is considered to be related if:-
(i) directly, or indirectly through one or more intermediaries, the party:-
controls, is controlled by, or is under common control with, the entity (this includes parents, subsidiaries and
fellow subsidiaries);
has an interest in the entity that gives it significant influence over the entity; or
has joint control over the entity;
(ii) the party is an associate of the entity;
(iii) the party is a joint venture in which the entity is a venturer;
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x ) R e la te d P a rtie s C o n t d )
(iv) the party is a member of the key management personnel of the entity or its parent;
(v) the party is a close member of the family of any individual referred to in (i) or (iv);
(vi) the party is an entity that is controlled, jointly controlled or significantly influenced by, or for which significant voting
power in such entity resides with, directly or indirectly, any individual referred to in (iv) or (v); or
(vii) the party is a post-employment benefit plan for the benefit of employees of the entity, or of any entity that is a related
party of the entity.
Close members of the family of an individual are those family members who may be expected to influence, or be
influenced by, that individual in their dealings with the entity.
y) C o n tin g e n t L ia b ilitie s a n d C o n tin g e n t A sse ts
A contingent liability is a possible obligation that arises from past events and whose existence will only be confirmed by
the occurrence of one or more uncertain future events not wholly within the control of the Group. It can also be a present
obligation arising from past events that is not recognised because it is not probable that an outflow of economic
resources will be required or the amount of obligation cannot be measured reliably.
A contingent liability is not recognised but is disclosed in the notes to the financial statements. When a change in the
probability of an outflow occurs so that the outflow is probable, it will then be recognised as a provision.
A contingent asset is a probable asset that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain events not wholly within the control of the Company.
z) R e ve n u e R e c o g n itio n
(i) Sale of Goods and Services
Sales are recognised upon delivery of goods and customers acceptance or performance of services and where
applicable, net of returns and trade discounts.
(ii) Interest Income
Interest income is recognised on an accrual basis, based on the effective yield on the investment.
(iii) Dividend Income
Dividend income from the investment in subsidiaries is recognised upon declaration by the subsidiaries.
Dividend income from the other investment is recognised when the right to receive payment is established.
a a ) S e g m e n ta l I n fo rm a tio n
Segment revenue and expenses are those directly attributable to the segments and include any joint revenue and expenses
where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and consist principally
of property, plant and equipment (net of accumulated depreciation, where applicable), investment properties, land held
for development, prepaid land lease payments, inventories, property under development, receivables, and cash and
bank balances.
M ost segment assets can be directly attributed to the segments on a reasonable basis. Segment assets do not include
income tax assets, whilst segment liabilities do not include income tax liabilities and borrowings from financial institutions.
Segment revenue, expenses and results include transfers between segments. The prices charged on intersegment
transactions are based on normal commercial terms. These transfers are eliminated on consolidation.
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6 . I N VE S T M E N T S I N S U B S I D I A R I E S
T H E C O M P A N Y
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Unquoted shares, at cost 1 0 7 , 1 7 2 107, 172
Accumulated impairment loss on subsidiaries 1 , 7 4 4 ) (1, 744)
1 0 5 , 4 2 8 105, 428
Details of the subsidiaries are as follows:-
C o u n try o f
N a m e o f C o m p a n y I n c o rp o ra tio n E q u ity I n te re st P rin c ip a l A c tivitie s
2 0 0 8 2 0 0 7
Stanson Bakeries M alaysia 1 0 0 % 100% M anufacturer of bread.
Sdn. Bhd. (SBSB)
#
Standard Confectionery M alaysia 1 0 0 % 100% M anufacturer of frozen and
Sdn. Bhd. (SCSB) * daily fresh/shelf-stable
bakery goods.
Stanson M arketing M alaysia 1 0 0 % 100% Sales and distribution of
Sdn. Bhd. (SM SB)
#
bakery goods and
telecommunication
products.
Silver Bird Foods (S) Singapore 1 0 0 % 100% Sales and distribution of
Pte. Ltd. (SBF)
# ~
bakery goods.
Silver Bird International M alaysia 1 0 0 % 100% Sales and distribution of
Sdn. Bhd. (SBI)
#
bakery goods and
telecommunication
products.
Inforaire Sdn. Bhd. (ISB)
#
M alaysia 5 1 % 51% M arketing and distribution
agent for financial related
products.
Stanson Distribution M alaysia 1 0 0 % 100% Dormant.
Sdn. Bhd. (SDSB)
#
Stanson Group M alaysia 1 0 0 % 100% Investment holding.
Sdn. Bhd. (SGSB)
#
Standard Food R & D M alaysia 1 0 0 % 100% Dormant.
Lab Sdn. Bhd. (SFRD)
#
M adeleine Bakery M alaysia 1 0 0 % 100% Dormant.
Sdn. Bhd. (M BSB) *
M adeleine Cafe M alaysia 1 0 0 % 100% Dormant.
Sdn. Bhd. (M CSB) *
M adeleine Foods M alaysia 1 0 0 % 100% Dormant.
Sdn. Bhd. (M FSB) *
M adeleine Property
Sdn. Bhd. (M PSB) * M alaysia 1 0 0 % 100% Dormant.
* Subsidiaries consolidated by way of the merger method.
# Subsidiaries consolidated by way of the acquisition method.
~ Not audited by Messrs. Horwath.
The Company carried out a review of the recoverable amount of its investments in subsidiaries during the financial year. As
a result of the review, no impairment loss was deemed necessary. The recoverable amount was based on the net asset value
of the subsidiaries.
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7 . P R O P E R T Y, P L A N T A N D E Q U I P M E N T
AT D E P R E C I AT I O N WR I T T E N AT
1 . 1 1 . 2 0 0 7 A D D I T I O N S C H A R G E D I S P O S A L S O F F 3 1 . 1 0 . 2 0 0 8
T H E G R O U P R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
N E T B O O K VA L U E
Plant and machinery 159, 939 22, 990 (17, 817) (48) (26, 830) 138, 234
Gallery 8, 664 165 (1, 150) - - 7, 679
M otor vehicles 2, 380 204 (729) (19) - 1, 836
O ffice equipment,
furniture and fittings 11, 102 409 (3, 576) (101) (171) 7, 663
182, 085 23, 768 (23, 272) (168) (27, 001) 155, 412
A C C U M U L AT E D
A C C U M U L AT E D I M P A I R M E N T N E T B O O K
C O S T D E P R E C I AT I O N L O S S VA L U E
AT 3 1 . 1 0 . 2 0 0 8 R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Plant and machinery 214, 279 (64, 818) (11, 227) 138, 234
Gallery 11, 649 (3, 970) - 7, 679
M otor vehicles 4, 801 (2, 965) - 1, 836
O ffice equipment,
furniture and fittings 22, 186 (14, 523) - 7, 663
252, 915 (86, 276) (11, 227) 155, 412
A t 3 1 . 1 0 . 2 0 0 7
Plant and machinery 231, 178 (60, 012) (11, 227) 159, 939
Gallery 11, 484 (2, 820) - 8, 664
M otor vehicles 8, 881 (6, 501) - 2, 380
O ffice equipment,
furniture and fittings 24, 397 (13, 295) - 11, 102
275, 940 (82, 628) (11, 227) 182, 085
The Company carried out a review of the recoverable amount of its property, plant and equipment during the financial year.
As a result of the review, no impairment loss was recognised. The recoverable amount was based on the estimated
value-in-use of the assets based on the current and estimated future revenue and cash flows from the assets.
At the balance sheet date, the carrying amount of assets acquired under hire purchase terms is as follows:-
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
M otor vehicles 1 , 7 0 3 2, 107
8 . O T H E R R E C E I VA B L E
This represents the security deposits placed with Amanah Raya Berhad for the payment of rental pursuant to a sale and
leaseback transaction. The amount is due and receivable after twelve months from the balance sheet date.
(cont d)
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9 . I N TA N G I B L E A S S E T S
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
AT C O S T: -
Goodwill on acquisition of subsidiaries:
At 1 November 2007/2006 3 6 , 7 3 0 36, 210
Arising during the financial year - 520
3 6 , 7 3 0 36, 730
Trademark 3 5
At 31 O ctober 3 6 , 7 3 3 36, 735
Trademark, at cost 2 0 20
Accumulated amortisation:-
At 1 November 2007/2006 1 5 ) (13)
Charge for the financial year 2 ) (2)
1 7 ) (15)
At 31 O ctober 3 5
Goodwill arises from the acquisition of SGSB by the Group in 2004, is stated at cost and reviewed for impairment annually.
Goodwill has been allocated for impairment testing to the Groups cash-generating unit (CGU), the Groups bakery products
manufacturing division.
During the financial year, the Group assessed the recoverable amount of the goodwill, and determined that the goodwill
is not impaired.
The recoverable amount of a CGU is determined based on the value-in-use calculations. These calculations use post-tax
cash flow projections based on financial budgets approved by management.
The key assumptions underpinning the value-in-use calculations are as follows:
Gross margin 10%
Growth rate 6%
Discount rate 8%
M anagement determined the budgeted gross margin based on past performance and its expectations of market development.
1 0 . L O N G -T E R M L O A N T O S U B S I D I A R I E S
Included in the long-term loan to subsidiaries is an amount of RM 62, 289, 000 (2007 - RM 62, 289, 000) which bore an effective
interest of 3.5% (2007 - 5.80% ) per annum at the balance sheet date. The balance of the long-term loan is interest-free.
The long-term loan is unsecured and is not repayable within the next twelve months.
1 1 . I N VE N T O R I E S
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
AT C O S T: -
Raw materials 2 , 7 2 5 2, 616
Finished goods 9 , 3 0 9 7, 982
Packaging materials 1 , 7 0 2 2, 290
Telecommunication products 5 , 1 0 5 3, 743
1 8 , 8 4 1 16, 631
None of the inventories is stated at net realisable value.
1 2 . T R A D E R E C E I VA B L E S
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Trade receivables 4 7 , 2 2 1 46, 640
Less: Allowance for doubtful debts 1 , 3 9 5 ) (1, 395)
4 5 , 8 2 6 45, 245
Allowance for doubtful debts:-
At 1 November 2007/2006 1 , 3 9 5 ) (1, 323)
Addition during the financial year - (72)
At 31 O ctober 2008/2007 1 , 3 9 5 ) (1, 395)
The Groups normal trade credit terms range from 30 to 60 days. O ther credit terms are assessed and approved on a case-
by-case basis.
The foreign currency exposure profile of trade receivables of the Group at the balance sheet date is as follows:-
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Singapore Dollar 1 5 3 4, 827
United States Dollar 5 5 -
1 3 . O T H E R R E C E I VA B L E S , D E P O S I T S A N D P R E P AYM E N T S
Included in the other receivables, deposits and prepayments was an amount of RM 27, 001, 000 (2007 - RM Nil) in respect of
insurance claim recoverable.
Insurance claim recoverable represents the carrying value of the plant and equipment destroyed in a fire at a subsidiarys
factory premises during the financial year. Subsequent to the balance sheet date, the Group has received and accepted the
offer letter for the first settlement portion of RM 12.5 million from the insurance company and the negotiation for the second
settlement is ongoing. The Directors, having considered all the facts available at the date of this report, are confident that the
insurance claim filed will be fully settled. Accordingly, no writedown of the carrying value of the plant and equipment is
necessary as disclosed in Note 49 to the financial statements.
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1 4 . A M O U N T S O WI N G B Y/ T O ) S U B S I D I A R I E S
The amounts owing are non-trade in nature, unsecured, interest-free and repayable on demand.
1 5 . S H O R T-T E R M D E P O S I T WI T H A F I N A N C I A L I N S T I T U T I O N
The short-term deposit with a financial institution represents bond debt reserve account.
The weighted average effective interest rate of the short-term deposits at the balance sheet date was 3.65% (2007 - Nil) per
annum. The short-term deposits have maturity periods of 6 months.
1 6 . F I XE D D E P O S I T S WI T H L I C E N S E D B A N K S
The fixed deposits are pledged to licensed banks for credit facilities granted to the Group.
The weighted average effective interest rate of fixed deposits at the balance sheet date was 3.25% (2007 - 3.25% )
per annum. The maturity period of the fixed deposits at the balance sheet date was 3 months (2007 - 3 months).
1 7 . S H A R E C A P I TA L
The movements in the ordinary shares of RM 0.50 each are as follows:-
T H E C O M P A N Y
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
N U M B E R O F S H A R E S R M 0 0 0 R M 0 0 0
A U T H O R I S E D 1 , 0 0 0 , 0 0 0 , 0 0 0 1, 000, 000, 000 5 0 0 , 0 0 0 500, 000
I S S U E D A N D F U L LY P A I D -U P
At 1 November 2007/2006 2 3 5 , 5 3 8 , 1 0 1 210, 638, 765 1 1 7 , 7 6 9 105, 319
Issuance of shares
pursuant to the:
- private placement - 20, 000, 000 - 10, 000
- conversion of 1% ICULS 5 0 , 5 2 7 4, 899, 336 2 5 2, 450
- rights issue 7 8 , 5 2 8 , 8 0 7 - 3 9 , 2 6 5 -
At 31 O ctober 3 1 4 , 1 1 7 , 4 3 5 235, 538, 101 1 5 7 , 0 5 9 117, 769
During the financial year, the Company increased its issued and paid-up capital by way of the following:-
(i) the conversion of RM 34, 358 nominal value 1% ICULS into 50, 527 ordinary shares of RM 0.50 each, at a conversion
price of RM 0.68 per new ordinary share; and
(ii) the allotment of 78, 528, 807 new ordinary shares of RM 0.50 each at an issue price of RM 0.66 per share, through a rights
issue on the basis of 2 new ordinary shares for every 6 existing ordinary shares held for working capital purposes. The
shares were issued for cash consideration.
All the new shares issued during the financial year rank pari passu in all respects with the existing shares of the Company.
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1 8 . S H A R E P R E M I U M
T H E G R O U P /T H E C O M P A N Y
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
At 1 November 2007/2006 2 4 , 3 2 5 23, 443
Premium arising from:
- conversion of 1% ICULS 9 882
- rights issue 1 2 , 5 6 4 -
Expenses incurred for share issuance exercises 8 3 2 ) -
At 31 O ctober 2008/2007 3 6 , 0 6 6 24, 325
The share premium is not distributable by way of dividends.
1 9 . M E R G E R D E F I C I T
The merger deficit relates to the difference between the nominal value of shares issued for the purchase of subsidiaries and
the nominal value of the shares acquired.
2 0 . C A P I TA L R E S E R VE
The capital reserve arose from the capitalisation of the post-acquisition profits of a subsidiary for the bonus issue of shares
in prior years. This reserve is not distributable by way of dividends.
2 1 . 1 % I C U L S
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
At 1 November 2007/2006 7 6 3, 408
Converted during the financial year 3 4 ) (3, 332)
At 31 O ctober 4 2 76
Pursuant to a Trust Deed dated 6 February 2004, the Company had on 16 February 2004 issued RM 20, 500, 000 nominal
value ICULS 2004/2009 as partial payment of the purchase consideration for the acquisition of the entire equity interest
of Stanson Group Sdn. Bhd.
The principal terms of the ICULS are as follows:-
(a) Interest rate The ICULS bear interest at 1% per annum payable annually in arrears.
(b) Convertibility Convertible into new ordinary shares of the Company at any time during the
conversion period at the conversion price. All ICULS not converted by the holders at
the expiryof the conversion period shall be mandatorilyconverted into ordinaryshares.
(c) Conversion price The conversion price of the ICULS shall be RM 0.68 per new ordinary share.
Conversion shall be by way of surrendering ICULS which shall be converted into new
ordinary shares of the Company at the conversion price.
(d) Conversion period The period commencing on the first anniversary of the date of listing of the ICULS and
expiring on the last day of the tenure of the ICULS.
The ICULS have a tenure of 5 years from the date of issue and matured on
16 February2009.
(cont d)
2 1 . 1 % I C U L S C O N T D )
(e) Redeemability The ICULS will not be redeemable for cash. All outstanding ICULS shall be mandatorily
converted into new ordinary shares of the Company on the date of maturity.
(f) Securities The ICULS issued are unsecured in nature.
(g) Transferability and listing Listing on Bursa Securities is subject to a minimum of one hundred ICULS holders
(Public Spread). The legal ownership of the ICULS shall be transferable in amounts
of RM 0.50 each or multiples thereof.
(h) Status of new shares issued The new ordinary shares issued pursuant to the conversion of ICULS shall upon
allotment and issue, rank pari passu in all respects with the existing ordinary shares of
the Company except that the new ordinary shares issued shall not be entitled to any
dividends, rights, allotments or other distributions which may be declared, made or
paid, the entitlement date of which is before or on the relevant conversion date of ICULS.
2 2 . WA R R A N T S R E S E R VE
The warrants reserve arose from the rights issue of Warrants A - 2005/2010 in prior years.
The principal terms of the Warrant A is as follows:-
(a) Tenure 5 years from the date of issuance of the Warrants.
(b) Exercise Period The Warrants may be exercised at any time within a period commencing from the date
of issue of the Warrants and ending on the Expiry Date. Warrants not exercised during
the exercise period shall thereafter lapse and cease to be valid.
(c) Exercise Rights Each Warrant entitles the holder to subscribe for 1 new ordinary share of RM 0.50 each
(Share) in SBGB at the Exercise Price at any time during the Exercise Period.
(d) Exercise Price RM 0.78 payable in full in respect of each Share upon exercise of the Warrant or any
such price adjusted in accordance with the terms and conditions set out in the Deed
Poll governing the Warrants.
(e) Expiry Date 19 September 2010, being the date of the end of the 5
th
anniversary from the date of
issue of the Warrants and if that date does not fall on a M arket Day, then it shall be the
immediate preceding M arket Day.
(f) Rights of Warrants The Warrant holders are not entitled to any dividends, rights, allotments and/or other
distributions, the entitlement date of which is prior to the date of the allotment of the
new Shares in SBGB arising from the exercise of their Warrants.
(g) Ranking of the SBGB The new SBGB Shares to be issued pursuant to the exercise of the Warrants shall,
new Shares upon issue and allotment rank pari passu in all respects with existing SBGB Shares,
save and except that they shall not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date of which is prior to the date of the
allotment of new Shares arising from the exercise of Warrants.
(h) Listing Approval-in-principle has been obtained from Bursa Securities on 18 M ay 2007 for the
admission of the Warrants to the O fficial List of Bursa Securities and for the listing of
and quotation for the Warrants and the new SBGB Shares arising from the exercise of
the Warrants on the M ain Board of Bursa Securities.
(i) Adjustment to the The exercise price of the Warrants, and the number of Warrants belonging to the
Exercise Price and Warrant holder, may from time to time be adjusted, calculated or determined by the
the number of Warrants directors in consultation with an approved merchant bank and certified by the auditor
appointed by the Company, in accordance with the terms of the Deed Poll.
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2 2 . WA R R A N T S R E S E R VE C O N T D )
The principal terms of the Warrant B - 2008/2013 is as follows:-
(a) Tenure 5 years from the date of issuance of the Warrants.
(b) Exercise Period The Warrants may be exercised at any time within a period commencing from the date
of issue of the Warrants and ending on the Expiry Date. Warrants not exercised during
the exercise period shall thereafter lapse and cease to be valid.
(c) Exercise Rights Each Warrant entitles the holder to subscribe for 1 new ordinary share of RM 0.50 each
(Share) in SBGB at the Exercise Price at any time during the Exercise Period.
(d) Exercise Price RM 0.90 payable in full in respect of each Share upon exercise of the Warrant or any
such price adjusted in accordance with the terms and conditions set out in the Deed
Poll governing the Warrants.
(e) Expiry Date 24 February 2013, being the date of the end of the 5
th
anniversary from the date of
issue of the Warrants and if that date does not fall on a M arket Day, then it shall be the
immediate preceding M arket Day.
(f) Rights of Warrants The Warrant holders are not entitled to any dividends, rights, allotments and/or other
distributions, the entitlement date of which is prior to the date of the allotment of the
new Shares in SBGB arising from the exercise of their Warrants.
(g) Ranking of the SBGB The new SBGB Shares to be issued pursuant to the exercise of the Warrants shall,
new Shares upon issue and allotment rank pari passu in all respects with existing SBGB Shares,
save and except that they shall not be entitled to any dividends, rights, allotments
and/or other distributions, the entitlement date of which is prior to the date of the
allotment of new Shares arising from the exercise of Warrants.
(h) Listing Approval-in-principle has been obtained from Bursa Securities on 4 January 2008 for
the admission of the Warrants to the O fficial List of Bursa Securities and for the listing
of and quotation for the Warrants and the new SBGB Shares arising from the exercise
of the Warrants on the M ain Board of Bursa Securities.
(i) Adjustment to the Exercise The exercise price of the Warrants, and the number of Warrants belonging to the
Price and the number Warrants holder, may from time to time be adjusted, calculated or determined by the
of Warrant directors in consultation with an approved merchant bank and certified by the auditor
appointed by the Company, in accordance with the terms of the Deed Poll.
2 3 . T R E A S U R Y S H A R E S
During the financial year, the Company purchased its own ordinary shares from the open market under the share buy-back
programme. Details are as follows:-
T O TA L
P R I C E P E R S H A R E N O O F C O N S I D E R AT I O N
D AT E L O WE S T H I G H E S T AVE R A G E S H A R E S R M 0 0 0
Balance at
1 November 2007 827, 500 323
November 2007 0.900 0.900 0.900 1, 000 1
828, 500 324
February 2008 0.970 1.000 0.985 (828, 500) (889)
At 31 O ctober 2008 - (565)
During the financial year, all treasury shares were sold at a consideration of RM 889, 000, resulting in a gain of RM 565, 000
which was recognised in the statements of changes in equity.
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2 4 . D E F E R R E D TA XAT I O N
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
At 1 November 2007/2006 6 2 0 2, 900
Recognised in income statement (Note 37) 6 2 0 ) (2, 280)
At 31 O ctober 2008/2007 - 620
2 5 . L O N G -T E R M B O R R O WI N G S
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Hire purchase payables (Note 33) 1 , 0 5 6 1, 398
2 6 . B O N D S
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Gross amount of bonds 3 0 , 0 0 0 50, 000
Discount on bonds 3 , 6 2 7 ) (4, 729)
2 6 , 3 7 3 45, 271
Discount on bonds
At 1 November 2007/2006 4 , 7 2 9 ) (5, 831)
Amortisation during the financial year 1 , 1 0 2 1, 102
At 31 O ctober 2008/2007 3 , 6 2 7 ) (4, 729)
The principal terms of the bonds are as follows:-
Amount
(a) M aturity Tranche Tenure (Years) (RM M illion)
A 3 20
B 4 20
C 5 20
D 6 5
E 7 5
70
(b) Coupon rate Interest at 3.5% per annum shall be payable semi-annually commencing 6 months
from date of first issue until final maturity of the respective tranches.
(c) Security Assignment over the Designated Account, comprising the Debt Service Reserve Account.
(d) Basis of Arrangement O n a bought deal basis.
(e) Issue and Redemption The Serial Bonds shall be issued at a discount and redeemed at par on the respective
maturities.
(f) Listing The Serial Bonds will not be listed on Bursa Securities or on any other stock exchange.
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2 7 . T R A D E P AYA B L E S
The normal trade credit terms granted to the Group range from 30 to 90 days.
The foreign currency exposure profile of trade payables of the Group at the balance sheet date is as follows:-
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
US Dollar 2 1 3 317
2 8 . O T H E R P AYA B L E S A N D A C C R U A L S
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
O ther payables 4 , 2 4 5 14, 466 4 5 8 6, 217
Accruals 3 , 4 1 7 2, 271 5 7 0 92
7 , 6 6 2 16, 737 1 , 0 2 8 6, 309
2 9 . C O M M E R C I A L P A P E R S C P s )
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
At 1 November 2007/2006 3 0 , 0 0 0 25, 000
Drawdown during the financial year 9 0 , 0 0 0 55, 000
Repayment during the financial year 9 0 , 0 0 0 ) (50, 000)
At 31 O ctober 2008/2007 3 0 , 0 0 0 30, 000
The CPs are subject to a weighted average effective interest of 6.41% (2007 - 6.25% ) per annum.
The principal terms of the CPs are as follows:-
(a) Tenure/M aturity The CPs facility is available up to 7 years from the date of execution of the Facility
Agreements with the issuance of CPs with 1 month to 12 months maturity.
(b) Security The CPs issued are unsecured in nature.
(c) Interest rate The interest on CPs are recognised based on the difference between gross and net
proceeds received, and amortised to the income statement over the period of the CPs.
(d) Redemption At par on the respective maturity dates.
(e) Ranking of notes The notes to be issued under the CPs Facility shall constitute direct, unconditional and
unsecured obligations of the Issuer and evidence the obligations of the Issuer to pay
to the noteholders the sums represented thereby. The notes shall at all times rank pari
passu and rateably, without discrimination, preference or priority amongst themselves,
subject to priorities or rights preferred at law and will rank at least equally and rateably
(pari passu) in point of priority and security with all other present and future unsecured
and unsubordinated liabilities (both actual and contingent) of the Issuer.
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3 0 . S H O R T-T E R M B O R R O WI N G S
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Bills payable 9 4 , 2 4 8 83, 095
Hire purchase payables (Note 33) 5 3 4 466
9 4 , 7 8 2 83, 561
The bills payable bore a weighted average effective interest rate of 4.50% (2007 - 3.80% ) per annum at the balance sheet date.
The bills payable are secured as follows:-
(i) by a deed of debenture incorporating a first fixed charge over all the property, plant and equipment of a subsidiary, and
by a floating charge over all current assets, both present and future of a subsidiary;
(ii) by a lien over the fixed deposits of the Group; and
(iii) by a corporate guarantee of the Company.
3 1 . B A N K O VE R D R A F T S
The bank overdrafts bore a weighted average effective interest of 7.51% (2007 - 8.00% ) per annum and are secured in the
same manner as the bills payable as disclosed in Note 30 to the financial statements.
3 2 . N E T A S S E T S P E R S H A R E
The net assets per share is calculated based on the net asset value at the balance sheet date of RM 141, 810, 000
(2007 - RM 112, 612, 000) divided by the enlarged number of ordinary shares in issue at the balance sheet date of
314, 180, 000 (2007 - 234, 824, 000), details of which are as follows:-
T H E G R O U P
2 0 0 8 2 0 0 7
N U M B E R O F N U M B E R O F
S H A R E S S H A R E S
O rdinary shares of RM 0.50 each in issue at the
balance sheet date 3 1 4 , 1 1 7 , 0 0 0 235, 538, 000
O rdinary shares to be issued at RM 0.68 per share
pursuant to the full conversion of 1% ICULS 6 3 , 0 0 0 113, 000
O rdinary shares under the share buy-back programme - (827, 000)
3 1 4 , 1 8 0 , 0 0 0 234, 824, 000
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3 3 . H I R E P U R C H A S E P AYA B L E S
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
M inimum hire purchase payments:
- not later than one year 6 2 6 582
- later than one year but not later than five years 1 , 1 3 0 1, 528
1 , 7 5 6 2, 110
Less: Future finance charges 1 6 6 ) (246)
Present value of hire purchase payables 1 , 5 9 0 1, 864
The net hire purchase payables are repayable as follows:-
Current:
Not later than one year (Note 30) 5 3 4 466
Non-current:
Later than one year but not later than five years (Note 25) 1 , 0 5 6 1, 398
1 , 5 9 0 1, 864
The hire purchase payables are subject to a weighted average effective interest of 7.05% per annum (2007 - 7.08% ).
3 4 . R E VE N U E
Revenue of the Group represents the invoiced value of goods sold and services rendered less discounts and returns,
as follows: -
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Bakery products 1 4 9 , 4 9 2 146, 892 - -
Telecommunication products 4 8 8 , 5 1 1 459, 504 - -
O thers 5 6 0 87 - -
6 3 8 , 5 6 3 606, 483 - -
3 5 . O T H E R O P E R AT I N G E XP E N S E S
Included in other operating expenses in the previous financial year was a writeback of impairment loss on property, plant and
equipment of RM 16, 794, 000.
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3 6 . L O S S B E F O R E TA XAT I O N
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Loss before taxation
is arrived at after charging/ (crediting):-
Audit fee
- current year 1 8 1 77 1 9 15
- (over)/underprovision
previous financial years 2 ) - 4 -
Allowance for doubtful debts - 72 - -
Amortisation expense:
- discount on bonds 1 , 1 0 2 1, 102 1 , 1 0 2 1, 102
- intangible assets 2 2 - -
Bad debts written off 9 4 57 - -
Depreciation of property,
plant and equipment 2 3 , 2 7 2 19, 031 - -
Directors fee 2 4 6 159 2 4 6 159
Directors non-fee emoluments 1 , 4 7 8 1, 602 1 , 4 7 8 1, 602
Interest expense 7 , 6 0 1 6, 468 3 , 8 7 2 3, 439
Property, plant and
equipment written off - 13 - -
Rental of premises 7 , 1 4 6 5, 570 - -
Rental of truck 8 , 0 7 6 8, 481 - -
Staff costs 3 1 , 9 4 1 28, 038 1 , 1 3 6 752
(Gain)/Loss on disposal of
plant and equipment 1 9 ) 2, 942 - -
Interest income 1 , 9 4 0 ) (87) 1 , 7 7 6 ) (80)
Interest income from subsidiaries - - 4 , 9 5 4 ) (4, 608)
Realised (gain)/loss on foreign exchange 1 , 8 2 6 ) 1 - -
Writeback of impairment
loss on property, plant and equipment - (16, 794) - -
3 7 . I N C O M E TA X E XP E N S E
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Current taxation:-
- overprovision in the previous
financial year 1 , 2 3 9 ) (40) 1 , 2 3 9 ) -
Deferred taxation (Note 24):-
- for the financial year 6 2 0 ) (2, 280) - -
1 , 8 5 9 ) (2, 320) 1 , 2 3 9 ) -
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3 7 . I N C O M E TA X E XP E N S E C O N T D )
During the current financial year, the statutory tax rate was reduced from 27% to 26% as announced in the M alaysian
Budget 2007.
A reconciliation of the statutory tax rate to the effective tax rate applicable to the loss before taxation of the Group and of the
Company is as follows:-
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Loss before taxation 2 3 , 1 3 4 ) (18, 397) 1 , 9 7 0 ) (3, 876)
Tax at the statutory tax rate
of 26% (2007 - 27% ) 6 , 0 1 5 ) (4, 967) 5 1 2 ) (1, 047)
Tax effects of:-
Non-deductible expenses 3 , 4 7 1 4, 622 1 , 4 8 8 1, 243
Non-taxable gain - (4, 535) - -
Share of loss in a jointly controlled entity - 4, 979 - -
Deferred tax assets not
recognised during the financial year 4 , 2 4 6 - - -
Utilisation of previously
unrecognised deferred tax assets 2 , 3 2 2 ) (2, 379) 9 7 6 ) (196)
O verprovision of income tax
in previous financial years 1 , 2 3 9 ) (40) 1 , 2 3 9 ) -
Tax for the financial year 1 , 8 5 9 ) (2, 320) 1 , 2 3 9 ) -
3 8 . L O S S P E R S H A R E
The basic loss per share is arrived at by dividing the Groups loss attributable to shareholders of RM 21, 209, 000
(2007 - RM 15, 939, 000) by the weighted average number of ordinary shares in issue during the financial year of approximately
288, 935, 000 (2007 - 214, 036, 000).
Diluted loss per share is not presented as there were no potential dilutive ordinary shares during the financial year.
3 9 . P U R C H A S E O F P R O P E R T Y, P L A N T A N D E Q U I P M E N T
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Cost of property, plant and equipment purchased 2 3 , 7 6 8 34, 225
Amount financed through hire purchase 1 8 5 ) -
Cash disbursed for purchase of property, plant and equipment 2 3 , 5 8 3 34, 225
N o te s To T h e
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4 0 . A C Q U I S I T I O N O F A S U B S I D I A R Y
The details of net assets acquired and cash flow arising from the acquisition of subsidiaries during the previous financial year
were as follows:-
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Plant and equipment - 8, 531
Current assets - 5, 436
Current liabilities - (10, 447)
M inority interest - (481)
Fair value of net assets acquired - 3, 039
Goodwill on acquisition - 520
Total purchase consideration - 3, 559
Cash and cash equivalents of subsidiaries - 561
Net cash outflow from acquisition - 4, 120
4 1 . C A S H A N D C A S H E Q U I VA L E N T S
For the purpose of the cash flow statements, cash and cash equivalents comprise the following:-
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Short-term deposit with a financial institution 8 8 2 - - -
Fixed deposits with licensed banks 2 2 7 219 - -
Cash and bank balances 1 6 , 6 4 0 9, 227 7 6 84
Bank overdrafts 5 , 9 6 6 ) (485) - -
1 1 , 7 8 3 8, 961 7 6 84
4 2 . D I R E C T O R S R E M U N E R AT I O N
The aggregate amount of emoluments received and receivable by Directors of the Group and of the Company during the
financial year are as follows:-
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Executive directors:-
- basic salaries, bonus and EPF 1 , 4 7 8 1, 602 1 , 4 7 8 1, 602
Non-executive directors:-
- fee 2 4 6 159 2 4 6 159
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4 2 . D I R E C T O R S R E M U N E R AT I O N C O N T D )
The details of emoluments for the directors of the Group and of the Company received/receivable for the financial year
in bands of RM 50, 000 are as follows:-
2 0 0 8 2 0 0 7
N o n - N o n -
E x e c u tive E x e c u tive E x e c u tive E x e c u tive
D ire c to rs D ire c to rs D ire c to rs D ire c to rs
Below RM 50, 000 - 7 - 7
RM 400, 001 - RM 450, 000 1 - - -
RM 500, 001 - RM 550, 000 - - 1 -
RM 1, 050, 001 - RM 1, 100, 000 1 - - -
RM 1, 300, 001 - RM 1, 350, 000 - - 1 -
4 3 . R E L AT E D P A R T Y D I S C L O S U R E S
For the purpose of these financial statements, the Group and the Company have related party relationships with its directors,
key management personnel, entities of which the directors and/or key management have significant financial interests and
entities within the same group of companies disclosed in Note 6 to the financial statements.
In addition to the balances detailed elsewhere in the financial statements, the Group and the Company carried out the
following transactions or balances with related parties during the financial year:-
T H E C O M P A N Y
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Interest income from subsidiaries:
- SCSB 3 , 3 6 7 3, 357
- SM SB 1 , 5 8 7 1, 251
Long-term loan to:-
ISB 7 1 9 ) (719)
M BSB 1 , 1 6 0 1, 160
M CSB 5 , 8 0 2 5, 802
M FSB 2 , 5 4 5 2, 545
SBI 6 1 0 (227)
SBSB 6 , 9 1 4 (105)
SCSB 1 1 0 , 7 7 7 92, 076
SDSB 1 1 3 113
SFRD * *
SGSB 1 , 4 0 0 2, 100
SM SB 1 , 4 6 5 1, 720
1 3 0 , 0 6 7 104, 465
Amounts owing by:-
SBI 1 3 13
SCSB 7 9 7 810
SGSB 6 6
8 1 6 829
Amounts owing to:-
M BSB 6 6
SBSB 4 4
SBF - 2
SM SB 3 9 39
4 9 51
* - Amount equivalent to RM2
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4 3 . R E L AT E D P A R T Y D I S C L O S U R E S C O N T D )
K ey management personnel compensation
2 0 0 8 2 0 0 7 2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
Short-term employee benefits 2 , 3 2 9 2, 029 2 , 0 8 3 2, 029
The outstanding amounts of the related parties will be settled in cash. No guarantees have been given or received. No
expenses have been recognised during the financial year as bad and doubtful debts in respect of amounts owing by the
related parties.
4 4 . C O N T I N G E N T L I A B I L I T Y
T H E C O M P A N Y
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Corporate guarantees given to secure
banking facilities granted to certain subsidiaries 1 5 8 , 1 2 9 150, 715
4 5 . C O M M I T M E N T S
C a p ita l c o m m itm e n ts
Authorised capital expenditure not provided for in the financial statements:-
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Approved capital commitment contracted
but not provided for 2 , 9 2 1 8, 736
O p e ra tin g le a se c o m m itm e n ts
The future minimum lease payments under the non-cancellable operating leases are as follows:-
T H E G R O U P
2 0 0 8 2 0 0 7
R M 0 0 0 R M 0 0 0
Not later than one year 1 3 , 7 0 0 13, 199
Later than one year and not later than five years 4 1 , 6 8 6 46, 674
Later than five years 2 3 , 2 5 6 30, 128
7 8 , 6 4 2 90, 001
N o te s To T h e
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4 6 . F O R E I G N E XC H A N G E R AT E S
The applicable closing foreign exchange rates used (expressed on the basis of one unit of foreign currency to RM equivalent)
for the translation of foreign currency balances at the balance sheet date are as follows:-
2 0 0 8 2 0 0 7
R M R M
Brunei Dollar N /A 2.28
Euro N /A 4.82
Singapore Dollar 2 . 4 0 2.30
US Dollar 3 . 4 8 3.34
4 7 . S E G M E N TA L R E P O R T I N G
(a) By business segment:-
M a n u fa c tu rin g D istrib u tio n o f
a n d d istrib u tio n te le -
o f c o n su m e r c o m m u n ic a tio n
fo o d p ro d u c ts O th e rs G ro u p
2 0 0 8 R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
R E VE N U E
Total sales 258, 943 488, 511 47 747, 501
Inter-segment sales (108, 938) - - (108, 938)
150, 005 488, 511 47 638, 563
R E S U LT
Segment results (19, 193) 2, 957 (135) (16, 371)
Interest income 1, 940
Finance costs (8, 703)
Loss before taxation (23, 134)
Income tax expense 1, 859
Loss after taxation (21, 275)
Segment assets
#
302, 940 5, 105 16, 755 324, 800
Segment liabilities * 115, 585 9, 759 57, 332 182, 676
Capital expenditure 23, 768 - - 23, 768
Depreciation 23, 272 - - 23, 272
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4 7 . S E G M E N TA L R E P O R T I N G C O N T D )
(a) By business segment (Cont d):-
M a n u fa c tu rin g D istrib u tio n o f
a n d d istrib u tio n te le -
o f c o n su m e r c o m m u n ic a tio n
fo o d p ro d u c ts O th e rs G ro u p
2 0 0 7 R M 0 0 0 R M 0 0 0 R M 0 0 0 R M 0 0 0
R E VE N U E
Total sales 221, 625 459, 504 87 681, 216
Inter-segment sales (74, 733) - - (74, 733)
146, 892 459, 504 87 606, 483
R E S U LT
Segment results 12, 792 2, 877 (8, 141) 7, 528
Interest income 87
Loss of a former jointly
controlled entity (18, 443) (18, 443)
Income tax expense
- Group 2, 320 2, 320
- Share of taxation from
a jointly controlled entity - -
2 , 3 2 0
Segment assets
#
293, 612 3, 743 20, 219 317, 574
Segment liabilities * 114, 395 14, 625 75, 269 204, 289
Capital expenditure 34, 255 - - 34, 225
Depreciation 19, 031 - - 19, 031
Writeback of
impairment of property,
plant and equipment 16, 794 - - 16, 794
Property, plant and
equipment written off 13 - - 13
N o te s To T h e
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(b) By geographical market:-
M a la ysia S in g a p o re G ro u p
2 0 0 8 R M 0 0 0 R M 0 0 0 R M 0 0 0
R E VE N U E
Total sales 733, 447 14, 054 747, 501
Inter-segment sales (108, 938) - (108, 938)
624, 509 14, 054 638, 563
R E S U LT
Segment results (10, 901) (5, 470) (16, 371)
Interest income 1, 940
Income tax expense 1, 859
Segment assets # 317, 723 7, 077 324, 800
Segment liabilities * 182, 046 630 182, 676
Capital expenditure 23, 727 41 23, 768
Depreciation 22, 735 537 23, 272
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(b) By geographical market (Cont d):-
M a la ysia S in g a p o re G ro u p
2 0 0 7 R M 0 0 0 R M 0 0 0 R M 0 0 0
R E VE N U E
Total sales 662, 091 19, 125 681, 216
Inter-segment sales (74, 733) - (74, 733)
587, 358 19, 125 606, 483
R E S U LT
Segment results 28, 183 (20, 655) 7, 528
Interest income 87
Loss of a former jointly controlled entity (18, 443) (18, 443)
Income tax expenses
- Group 2, 320 2, 320
- Share of taxation from a -
jointly controlled entity
2 , 3 2 0
Segment assets
#
310, 681 6, 893 317, 574
Segment liabilities * 203, 145 1, 144 204, 289
Capital expenditure 32, 466 1, 759 34, 225
Depreciation 18, 676 355 19, 031
Writeback of impairment of
property, plant and equipment 16, 794 - 16, 794
Property, plant and equipment
written off 13 - 13
# - Segment assets comprise total current and non-current assets, excluding income tax assets.
* - Segment liabilities comprise total current and non-current liabilities, excluding income tax liabilities.
4 8 . F A I R VA L U E S O F F I N A N C I A L I N S T R U M E N T S
Fair value is defined as the amount at which the financial instrument could be exchanged in a current transaction
between knowledgeable willing parties in an arms length transaction, other than in a forced sale or liquidation.
The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
a ) L o n g -Te rm B a n k L o a n s a n d B o n d s
The fair values of the long-term bank loans and bonds are determined by discounting the relevant cash flows using
current interest rates for similar types of instruments.
N o te s To T h e
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b ) S h o rt-Te rm B o rro win g s, O th e r C u rre n t L ia b ilitie s a n d C o m m e rc ia l P a p e rs
The carrying amounts approximated their fair values because of the short period to maturity of these instruments.
c ) H ire P u rc h a se O b lig a tio n s
The fair values of hire purchase payables are determined by discounting the relevant cash flows using current interest
rates for similar types of instruments.
d ) L o n g -Te rm L o a n to S u b sid ia rie s
The carrying amounts approximated their fair values as these instruments bear interest at variable rates.
e ) L o n g -Te rm O th e r R e c e iva b le
The carrying amount approximated its fair value as this is a security deposit for a sale and leaseback transaction.
f) C a sh A n d C a sh E q u iva le n ts A n d O th e r S h o rt-Te rm R e c e iva b le s/P a ya b le s
The carrying amounts approximated their fair values due to the relatively short-term maturity of these instruments.
The nominal amount and net fair value of financial instruments not recognised in the balance sheets of the Companyare as follows:
T H E C O M P A N Y
N o m in a l N e t
A m o u n t F a ir Va lu e
A t 3 1 O c to b e r 2 0 0 8 N o te R M 0 0 0 R M 0 0 0
Contingent liability 44 158, 129 *
A t 3 1 O c to b e r 2 0 0 7
Contingent liability 44 150, 715 *
* The net fair value of the contingent liability is estimated to be minimal as the subsidiaries are expected to fulfill their
obligations to repay their borrowings.
4 9 . S I G N I F I C A N T E VE N T D U R I N G T H E F I N A N C I A L YE A R
A portion of the plant and machinery which belonged to SBSB had been damaged as a result of a fire which occurred on
2 M arch 2008. The fire and police departments investigations in this incident are still ongoing. This incident did not have any
significant adverse effect on the results and financial position of the Group as the assets have been adequately covered by
the Groups insurance policy.
The Groups overall manufacturing output for bread has not been interrupted as existing capacity and other arrangements
could meet the Groups production demand. The portions damaged are sufficiently covered by insurance to mitigate any
losses arising from the incident.
Consequently, the subsidiary has filed the insurance claim and the Group has received and accepted the offer letter for the
first settlement of RM 12.5 million subsequent to the balance sheet date.
5 0 . S I G N I F I C A N T E VE N T S U B S E Q U E N T T O T H E B A L A N C E S H E E T D AT E
Subsequent to the balance sheet date, the issued and paid-up share capital was increased from RM 157, 058, 717.50 to
RM 157, 090, 078.50 by way of the conversion of RM 42, 690 nominal value of 1% ICULS into 62, 722 ordinary shares of
RM 0.50 each, at a conversion price of RM 0.68 per new ordinary share.
All the new shares issued subsequent to the balance sheet date rank pari passu in all respects with the existing shares of
the Company.
N o te s To T h e
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A. Authorised Share Capital : RM 500, 000, 000-00
Issued and Fully Paid-Up : RM 157, 090, 078-50
Class of Shares : O rdinary shares of RM 0-50 each
Voting Right : Every member of the Company, present in person or by proxy, shall
have on a show of hands one (1) vote or on poll, one (1) vote for each
share held
B. Distribution of Shareholdings
S ize o f S h a re h o ld in g s N o . o f S h a re h o ld e rs % N o . o f S h a re s %
Less than 100 169 12.88 9, 613 0.003
100 1, 000 226 17.22 150, 322 0.048
1, 001 10, 000 704 53.66 2, 664, 674 0.848
10, 001 100, 000 170 12.96 4, 531, 343 1.442
100, 001 15, 709, 007 38 2.90 92, 954, 869 29.587
15, 709, 008 & above 5 0.38 213, 869, 336 68.072
To ta l 1 , 3 1 2 1 0 0 . 0 0 3 1 4 , 1 8 0 , 1 5 7 1 0 0 . 0 0
C. Substantial Shareholders Shareholdings
S u b sta n tia l S h a re h o ld e rs D ire c t S h a re h o ld in g s I n d ire c t S h a re h o ld in g s
N o . o f S h a re s % N o . o f S h a re s %
Lembaga Tabung Haji 92, 770, 606 29.53 0 0
Dato Tan Han K ook 46, 040, 866 14.65
(1)
8, 076, 079 2.57
Datin O ng Hooi Siang 8, 076, 079 2.57
(1)
46, 040, 866 14.65
Berjaya Sompo Insurance Berhad 15, 600, 000 4.97 0 0
Rantau Embun Sdn Bhd 37, 730, 000 12.01 0 0
Selat M akmur Sdn Bhd 15, 600, 000 4.97 0 0
Inter-Pacific Capital Sdn Bhd 5, 000, 000 1.59 0 0
Premier M erchandise Sdn Bhd 9, 282, 000 2.95 0 0
Berjaya Capital Berhad 0 0
(2)
58, 330, 000 18.57
Bizurai Bijak (M ) Sdn Bhd 0 0
(3)
58, 330, 000 18.57
Juara Sejati Sdn Bhd 0 0
(4)
73, 930, 000 23.53
Berjaya Group Berhad 0 0
(4)
73, 930, 000 23.53
Berjaya Corporation Berhad 0 0
(5)
73, 930, 000 23.53
Hotel Resort Enterprise Sdn Bhd 0 0
(6)
73, 930, 000 23.53
Tan Seri Dato Seri Vincent Tan Chee Yioun 2, 670, 000 0.85
(7)
83, 212, 000 26.49
CVC Limited 36, 876, 666 11.74 0 0
Vanda Russell Gould 0 0
(8)
36, 876, 666 11.74
A n a lysis O f O rd in a ry
S h a re h o ld in g s A n d Wa rra n ts
as at 27 February 2009
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C. Substantial Shareholders Shareholdings (Cont d)
(1)
Deemed interested by virtue of his/her spouses shareholding.
(2)
Deemed interested by virtue of interest in Berjaya Sompo Insurance Berhad and Inter-Pacific Capital Sdn Bhd, and 100% interest in Rantau
Embun Sdn Bhd.
(3)
Deemed interested by virtue of interest in Berjaya Capital Berhad, the holding company of Berjaya Sompo Insurance Berhad, Rantau Embun
Sdn Bhd and Inter-Pacific Capital Sdn Bhd.
(4)
Deemed interested by virtue of interest in Berjaya Capital Berhad, the holding company of Berjaya Sompo Insurance Berhad, Rantau Embun
Sdn Bhd and Inter-Pacific Capital Sdn Bhd, and Berjaya Land Berhad, the holding company of Selat Makmur Sdn Bhd.
(5)
Deemed interested by virtue of 100% equity interest in Berjaya Group Berhad.
(6)
Deemed interested by virtue of interest in Berjaya Corporation Berhad, the ultimate holding company of Berjaya Sompo Insurance Berhad,
Rantau Embun Sdn Bhd, Selat Makmur Sdn Bhd and Inter-Pacific Capital Sdn Bhd.
(7)
Deemed interested by virtue of interest in Berjaya Corporation Berhad, the ultimate holding company of Berjaya Sompo Insurance Berhad,
Rantau Embun Sdn Bhd, Selat Makmur Sdn Bhd and Inter-Pacific Capital Sdn Bhd and HQZ Credit Sdn Bhd, the ultimate holding company
of Premier Merchandise Sdn Bhd.
(8)
Deemed interested through CVC Limited by virtue of Section 6A of the Companies Act, 1965.
D. Directors Shareholdings
D ire c to rs D ire c t S h a re h o ld in g s I n d ire c t S h a re h o ld in g s
N o . o f S h a re s % N o . o f S h a re s %
Dato Dr Gan K huan Poh 0 0 0 0
Dato Tan Han K ook 46, 040, 866 14.65
(1)
8, 076, 079 2.57
Ching Siew Cheong 5, 349, 291 1.70 0 0
Lim Hock Chye 0 0 0 0
Richard George Azlan Bin Abas 133, 333 0.04 0 0
Dato Seri Talaat Bin Husain 0 0 0 0
Adi Azuan Bin Abdul Ghani 0 0 0 0
Dato Lee K ok Chuan 0 0 0 0
Peter John M cLoghlin 0 0 0 0
(2)
36, 876, 666 11.74
(1)
Deemed interested by virtue of his spouses shareholding.
(2)
E. Thirty (30) Largest Shareholders
N o . N a m e o f S h a re h o ld e rs N o . o f S h a re %
1 Lembaga Tabung Haji 92, 770, 606 29.53
2 Amanah Raya Nominees (Asing) Sdn Bhd
Exempt AN For Perkasa Normandy M anagers Sdn Bhd 50, 240, 066 15.99
3 Rantau Embun Sdn Bhd 37, 730, 000 12.01
4 O SK Nominees (Tempatan) Sdn Bhd 17, 078, 664 5.44
O SK Capital Sdn Bhd For Tan Han K ook
5 CIM SEC Nominees (Tempatan) Sdn Bhd 16, 050, 000 5.11
CIM B Bank for Tan Han K ook
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E. Thirty (30) Largest Shareholders (Cont d)
N o . N a m e o f S h a re h o ld e rs N o . o f S h a re %
6 Selat M akmur Sdn Bhd 15, 600, 000 4.97
7 Berjaya Sompo Insurance Berhad 12, 048, 267 3.83
8 Premier M erchandise Sdn Bhd 9, 260, 000 2.95
9 Tan Han K ook 7, 500, 000 2.39
10 K operasi Permodalan Felda Berhad 5, 482, 333 1.74
11 RHB Capital Nominees (Tempatan) Sdn Bhd 5, 307, 524 1.69
Pledged Securities Account For Tan Han K ook
12 Inter-Pacific Equity Nominees (Tempatan) Sdn Bhd 5, 000, 000 1.59
Inter-Pacific Capital Sdn Bhd
13 O SK Nominees (Tempatan) Sdn Berhad 4, 519, 800 1.44
O SK Capital Sdn Bhd For O ng Hooi Siang
14 K urnia Insurans (M alaysia) Berhad 3, 782, 500 1.20
16 RHB Capital Nominees (Tempatan) Sdn Bhd 3, 500, 000 1.11
Pledged Securities Account For O ng Hooi Siang
17 TA Nominees (Tempatan) Sdn Bhd 2, 911, 131 0.93
Pledged Securities Account For Ching Siew Cheong
18 Ching Siew Cheong 2, 364, 827 0.75
19 CIM B Group Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For Vincent Tan Chee Yioun 1, 670, 000 0.53
20 O ommen Thomas 1, 590, 000 0.51
21 Citigroup Nominees (Asing) Sdn Bhd 1, 195, 766 0.38
Goldman Sachs International
Pledged Securities Account For Arsam Bin Damis
23 O SK Nominees (Tempatan) Sdn Berhad
Pledged Securities Account For Vincent Tan Chee Yioun 1, 000, 000 0.32
24 O ng M in Hong 971, 050 0.31
25 M aureen Chong M ai Lee 959, 000 0.30
26 HSBC Nominees (Asing) Sdn Bhd 600, 000 0.19
Exempt AN for HSBC Private Bank (Suisse) S.A.
27 Public Nominees (Tempatan) Sdn Bhd 495, 250 0.16
Pledged Securities Account For O o Siew Chin
28 Ng Lai Yin 400, 000 0.13
29 Alliancegroup Nominees (Tempatan) Sdn Bhd 258, 000 0.08
Pledged Securities Account For Ho Tau Tai
30 Lee Seng Teck 216, 666 0.07
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A N A LYS I S O F WA R R A N T 2 0 0 5 /2 0 1 0 H O L D I N G S
A. No. of Warrant Issued : 109, 248, 423
No. of Warrant Exercised : 75, 000
No. of Warrant Unexercised : 109, 173, 423
Exercise Period : 20 September 2005 to 19 September 2010
Voting Right at the M eeting of Warrant Holders : Every member of the Company, present in person or by proxy,
shall have on a show of hands one (1) vote or on poll, one (1) vote
for each Warrant held in the meeting of Warrant holders.
B. Distribution of Warrant Holdings
S ize o f Wa rra n t H o ld in g s N o . o f Wa rra n t H o ld e rs % N o . o f Wa rra n t %
Less than 100 301 18.88 15, 474 0.01
100 1, 000 270 16.94 123, 877 0.11
1, 001 10, 000 500 31.37 2, 071, 265 1.90
10, 001 100, 000 449 28.17 11, 999, 302 10.99
100, 001 5, 458, 670 68 4.26 25, 141, 848 23.03
5, 458, 671 and above 6 0.38 69, 821, 657 63.96
To ta l 1 , 5 9 4 1 0 0 . 0 0 1 0 9 , 1 7 3 , 4 2 3 1 0 0 . 0 0
C. Directors Warrant Holdings
D ire c to rs D ire c t Wa rra n t H o ld in g s I n d ire c t Wa rra n t H o ld in g s
N o . o f Wa rra n t % N o . o f Wa rra n t %
Dato Tan Han K ook 0 0
(1)
135, 647 0.12
Ching Siew Cheong 155, 617 0.14 0 0
Richard George Azlan Bin Abas 0 0 0 0
Vanda Russell Gould 0 0 0 0
(1)
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D. Thirty (30) Largest Warrants Holders
N o . N a m e o f Wa rra n ts H o ld e rs N o . o f Wa rra n t %
2 Affin Nominees (Tempatan) Sdn Bhd 15, 600, 095 14.29
Pledged Securities Account For Tan Sew Hoey (Tan Siew Hoey)
3 M ayban Securities Nominees (Tempatan) Sdn Bhd 9, 521, 562 8.72
Pledged Securities Account For Chai Yeng Sun
InterPacific Capital Sdn Bhd
8 HDM Nominees (Tempatan) Sdn Bhd 1, 600, 000 1.47
Pledged Securities Account For O ng Yin Chong
9 AllianceGroup Nominees (Tempatan) Sdn Bhd 1, 500, 650 1.37
Pledged Securities Account For Chay Wing Wai @ Cheah Wing Wai
10 Public Nominees (Tempatan) Sdn Bhd 1, 136, 264 1.04
Pledged Securities Account For O o Siew Chin
11 CIM SEC Nominees (Asing) Sdn Bhd 862, 058 0.79
ING Asia Private Bank Ltd for Regina International Limited
12 Lim Tock O oi 800, 000 0.73
13 AIBB Nominees (Tempatan) Sdn Bhd 709, 308 0.65
Pledged Securities Account For Batu Bara Resources Corporation Sdn Bhd
14 HSBC Nominees (Asing) Sdn Bhd 700, 000 0.64
Exempt AN for HSBC Private Bank (Suisse) S.A.
15 Tan Song M o 657, 458 0.60
16 RHB Capital Nominees (Tempatan) Sdn Bhd 644, 050 0.59
Pledged Securities Account For Robert O ng Thien Cheng
17 Ng Pee M oy 622, 200 0.57
18 Tan K ok K wan 587, 400 0.54
19 Saravanan a/l Subramaniam 518, 500 0.47
20 HDM Nominees (Tempatan) Sdn Bhd 500, 000 0.46
Pledged Securities Account For Ganesh K umar Bangah
21 Leong Jun K iat 454, 000 0.42
22 Chin K ok Yee 435, 540 0.40
23 O ng Yin Chong 403, 500 0.37
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D. Thirty (30) Largest Warrants Holders (Cont d)
N o . N a m e o f Wa rra n ts H o ld e rs N o . o f Wa rra n t %
24 Woon Yee Chong 403, 393 0.37
25 Tan Tiam Yee 365, 140 0.33
26 Lee M ok Lean 334, 900 0.31
27 CIM SEC Nominees (Tempatan) Sdn Bhd 334, 432 0.31
CIM B For Wong Lee Yun
28 Chen Lai Fun 334, 300 0.31
29 Berjaya Sompo Insurance Berhad 323, 232 0.30
30 Leong Soo M ing 311, 100 0.28
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A N A LYS I S O F WA R R A N T 2 0 0 8 /2 0 1 3 H O L D I N G S
A. No. of Warrant Issued : 29, 448, 302
No. of Warrant Exercised : -
No. of Warrant Unexercised : 29, 448, 302
Exercise Period : 25 February 2008 to 24 February 2013
Voting Right at the M eeting of Warrant Holders : Every member of the Company, present in person or by proxy,
shall have on a show of hands one (1) vote or on poll, one (1) vote
for each Warrant held in the meeting of Warrant holders.
B. Distribution of Warrant Holdings
S ize o f Wa rra n t H o ld in g s N o . o f Wa rra n t H o ld e rs % N o . o f Wa rra n t %
Less than 100 141 14.89 6, 736 0.02
100 1, 000 461 48.68 183, 530 0.62
1, 001 10, 000 262 27.67 816, 408 2.77
10, 001 100, 000 63 6.65 1, 797, 230 6.11
100, 001 1, 472, 414 14 1.48 4, 823, 490 16.38
1, 472, 415 and above 6 0.63 21, 820, 908 74.10
Total 947 100.00 29, 448, 302 100.00
C. Directors Warrant Holdings
D ire c to rs D ire c t Wa rra n t H o ld in g s I n d ire c t Wa rra n t H o ld in g s
N o . o f Wa rra n t % N o . o f Wa rra n t %
Dato Tan Han K ook 3, 657, 330 12.42
(1)
757, 425 2.57
Ching Siew Cheong 372, 640 1.27 0 0
Richard George Azlan Bin Abas 12, 499 0.04 0 0
(2)
3, 757, 187 12.76
(1)
(2)
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N o . N a m e o f S h a re h o ld e rs N o . o f Wa rra n t %
1 Lembaga Tabung Haji 6, 956, 391 23.62
2 Amanah Raya Nominees (Asing) Sdn Bhd 3, 657, 187 12.76
Exempt AN For Perkasa Normandy M anagers Sdn Bhd
3 O SK Nominees (Tempatan) Sdn Bhd 3, 657, 330 12.42
O SK Capital Sdn Bhd For Tan Han K ook
8 O SK Nominees (Tempatan) Sdn Berhad 757, 425 2.57
O SK Capital Sdn Bhd For O ng Hooi Siang
9 Ching Siew Cheong 367, 641 1.25
10 Berjaya Sompo Insurance Berhad 332, 974 1.13
11 Inter-Pacific Equity Nominees (Tempatan) Sdn Bhd 300, 000 1.02
Inter-Pacific Capital Sdn Bhd
12 HDM Nominees (Tempatan) Sdn Bhd 300, 000 1.02
Pledged Securities Account For Ganesh K umar Bangah
13 Affin Nominees (Tempatan) Sdn Bhd 289, 587 0.98
Pledged Securities Account For Tan Sew Hoey (Tan Siew Hoey)
14 Vincent Tan Chee Yioun 250, 000 0.85
15 Lim Poh Hock 237, 900 0.81
16 RHB Capital Nominees (Tempatan) Sdn Bhd 226, 900 0.77
Pledged Securities Account For Tan Seow Than
17 K wong M oei Jie 194, 237 0.66
18 HLG Nominee (Tempatan) Sdn Bhd 174, 800 0.59
Hong Leong Bank Bhd For Low K im Chai
19 M ayban Securities Nominees (Tempatan) Sdn Bhd 150, 000 0.51
Pledged Securities Account For M usadik Ahmad Bin K amarudeen
20 M aureen Chong M ai Lee 125, 000 0.42
21 Tay K hai Wei 100, 000 0.34
22 Public Nominees (Tempatan) Sdn Bhd 91, 300 0.31
Pledged Securities Account For Leong Wing Goon
23 Loo Ah K au @ Loo Yong Ling 73, 900 0.25
24 Ng Yeoh Lan @ Ng Siam K eng 70, 000 0.24
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D. Thirty (30) Largest Warrants Holders (Cont d)
N o . N a m e o f S h a re h o ld e rs N o . o f Wa rra n t %
25 M rs Julia Chin @ Tang Yuat K um 60, 000 0.20
26 Lim K wang Jeow 54, 400 0.18
27 AmBank (M ) Berhad
Pledged Securities Account For Hoi Hung Chor 48, 000 0.16
28 Public Nominees (Tempatan) Sdn Bhd
Pledged Securities Account For O o Siew Chin 47, 325 0.16
29 Yong K ah Chin 45, 000 0.15
30 HLG Nominee (Tempatan) Sdn Bhd
Pledged Securities Account For Wong K ang Yeow 43, 800 0.15
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N o tic e O f
A n n u a l G e n e ra l M e e tin g
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A G E N D A
1. To receive the Audited Financial Statements for the financial year ended 31 O ctober 2008
together with the Reports of the Directors and Auditors thereon.
2. To re-elect the following Directors who are retiring under Article 97 of the Articles of Association
of the Company:
2.1 Dato Dr Gan K huan Poh
2.2 Dato Tan Han K ook
2.3 M r Lim Hock Chye
3. To approve the sum of RM 246, 000.00 (2007: RM 146, 000.00) being the directors fees for
the financial year ended 31 O ctober 2008.
4. To re-appoint M essrs Horwath as Auditors to hold office until the conclusion of the next
Annual General M eeting and to authorise the Directors to fix their remuneration.
S p e c ia l B u sin e ss
To consider and if thought fit, pass the following resolutions:
5. A u th o rity to A llo t S h a re s p u rsu a n t to S e c tio n 1 3 2 D o f th e C o m p a n ie s A c t, 1 9 6 5
THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are
hereby empowered to allot and issue shares in the Company, at any time, at such price, upon
such terms and conditions, for such purpose and to such person or persons whomsoever
as the Directors may in their absolute discretion deem fit provided that the aggregate number
of shares to be issued does not exceed ten per centum (10% ) of the issued share capital
of the Company at the time of issue and THAT the Directors be and are hereby also
empowered to obtain the approval for the listing of and quotation for the additional shares
so issued on the Bursa M alaysia Securities Berhad and THAT such authority shall continue
to be in force until the conclusion of the next Annual General M eeting of the Company.
6. P ro p o se d R e n e wa l o f A u th o rity to P u rc h a se th e C o m p a n y s O wn S h a re s
THAT subject to the Companies Act, 1965 (the Act), rules, regulations and orders made
pursuant to the Act, provisions of the Companys M emorandum and Articles of Association
and the requirements of Bursa M alaysia Securities Berhad (Bursa Securities) and any other
relevant authority, the Directors of the Company be and are hereby authorised to make
purchases of ordinary shares of RM 0.50 each in the Companys issued and paid-up share
capital through the Bursa Securities subject further to the following: -
(i) the maximum number of shares which may be purchased and/or held by the Company
shall be equivalent to 10% of the issued and paid-up share capital of the Company
(Shares) at any point in time;
(ii) the maximum fund to be allocated by the Company for the purpose of purchasing
the Shares shall not exceed the aggregate of the retained profits and share premium
account of the Company. As at 31 O ctober 2008, the audited accumulated loss
and share premium account of the Company were RM 5, 034, 000 and RM 36, 066, 000
respectively;
N O T I C E I S H E R E B Y GIVEN that the Fifteenth Annual General M eeting of SILVER
BIRD GRO UP BERHAD will be held at High5 Breadtown, Silver Bird Complex,
Lot 72 Persiaran Jubli Perak, Seksyen 21, 40300 Shah Alam, Selangor Darul
Ehsan on Wednesday, 29 April 2009 at 10.00 a.m. for the following purposes:
O rdinary Resolution 1
(iii) the authority conferred by this resolution will commence immediately upon passing of this resolution and will expire
at the conclusion of the next Annual General M eeting (AGM ) of the Company, unless earlier revoked or varied by
ordinary resolution of the shareholders of the Company in a general meeting or the expiration of the period within which
the next AGM after that date is required by the law to be held, whichever occurs first, but not so as to prejudice the
completion of purchase(s) by the Company before the aforesaid expiry date and, in any event, in accordance with the
provisions of the guidelines issued by the Bursa Securities or any other relevant authority; and
(iv) upon completion of the purchase(s) of the Shares by the Company, the Directors of the Company be and are hereby
authorised to deal with the Shares in the following manner: -
(a) cancel the Shares so purchased; or
(b) retain the Shares so purchased as treasury shares; or
(c) retain part of the Shares so purchased as treasury shares and cancel the remainder; or
(d) distribute the treasury shares as dividends to shareholders and/or resell on the Bursa Securities and/or cancel all
or part of them; or
in any other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and the
requirements of the Bursa Securities and any other relevant authority for the time being in force.
A N D T H AT the Directors of the Company be and are hereby authorised to take all such steps as are necessary or expedient
to implement or to effect the purchase(s) of the Shares with full power to assent to any condition, modification, variation
and/or amendment as may be imposed by the relevant authorities and to take all such steps as they may deem necessary
or expedient in order to implement, finalise and give full effect in relation thereto.
BY O RDER O F THE BO ARD
TAN FO NG SHIAN @ LIM FO NG SHIAN (M AICSA 7023187)
CO M PANY SECRETARY
Shah Alam
7 April 2009
N o te s :
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not more than two (2)) to attend and vote
in his/her stead. If a member appoints two (2) proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her
holdings to be represented by each proxy. A proxy may but need not be a member of the Company and if he is not a member, he need not
be an advocate, an approved Company auditor or a person approved by the Registrar of Companies.
2. In the case of a corporation, the proxy appointed must be in accordance with its Articles of Association and the instrument appointing a proxy
shall be given under the Companys Common Seal or under the hand of an officer or attorney duly appointed.
3. The instrument appointing a proxy must be deposited at the Registered Office of the Company at Silver Bird Complex, Lot 72, Persiaran J ubli
Perak, Seksyen 21, 40300 Shah Alam, Selangor Darul Ehsan not less than forty-eight (48) hours before the time appointed for the holding of
the Fifteenth Annual General Meeting or any adjournment thereof.
E x p la n a to ry N o te o n th e S p e c ia l B u sin e ss
O rd in a ry R e so lu tio n 6
A u th o rity to A llo t S h a re s p u rsu a n t to S e c tio n 1 3 2 D o f th e C o m p a n ie s A c t, 1 9 6 5
The proposed O rdinary Resolution 6, if passed, will empower the Directors of the Company, from the date of the Fifteenth Annual
General M eeting, to issue and allot shares (other than bonus or rights issue) of the Company up to and not exceeding in total
ten per centum (10% ) of the issued share capital of the Company at the time of issue for such purpose as they considered would
be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual
General M eeting of the Company.
O rd in a ry R e so lu tio n 7
P ro p o se d R e n e wa l o f A u th o rity to P u rc h a se th e C o m p a n y s O wn S h a re s
The proposed O rdinary Resolution 7, if passed, will empower the Company to purchase and/or hold up to 10% of the issued and
paid-up share of the Company. This authority unless revoked or varied by the Company at a General M eeting will expire at the
next Annual General M eeting of the Company.
Please refer to Share Buy Back Statement dated 7 April 2009 for further information.
N o tic e O f
A n n u a l G e n e ra l M e e tin g
84
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(cont d)
1 . N a m e s o f D ire c to rs wh o a re sta n d in g fo r re -e le c tio n a t th e F ifte e n th A G M o f th e C o m p a n y:
(i) Dato Dr Gan K huan Poh;
(ii) Dato Tan Han K ook; and
(iii) M r Lim Hock Chye.
2 . D e ta ils o f a tte n d a n c e o f D ire c to rs a t B o a rd M e e tin g s
The details are set out on page 18 of this Annual Report.
3 . D a te , T im e a n d Ve n u e o f th e F ifte e n th A G M o f th e C o m p a n y
The Fifteenth AGM of the Company will be held on Wednesday, 29 April 2009 at 10.00 a.m. at High5 Breadtown, Silver Bird
Complex, Lot 72 Persiaran Jubli Perak, Seksyen 21, 40300 Shah Alam, Selangor Darul Ehsan.
4 . F u rth e r d e ta ils o f D ire c to rs wh o a re sta n d in g fo r re -e le c tio n a s D ire c to rs
The details of the Directors who are standing for re-election at the Fifteenth AGM are set out on page 10 to14 of this Annual Report.
No individual other than the retiring Directors is seeking election as a Director at the Fifteenth AGM of the Company.
No notice of nomination has been received todate from any member nominating any individual for election as a Director
at the Fifteenth AGM of the Company.
S ta te m e n t A c c o m p a n yin g
N o tic e O f A n n u a l G e n e ra l M e e tin g
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(Pursuant to Paragraph 8.28(2) of the Bursa Securities Listing Requirements)
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*I / We, ..........................................................................................................................................................................................
F U L L N A M E I N C A P I TA L L E T T E R S )
NRIC No./Company No. ................................................................... N E W) ......................................................................... O L D )
of ..................................................................................................................................................................................................
F U L L A D D R E S S )
being a member of SILVER BIRD GRO UP BERHAD hereby appoint ............................................................................................
F U L L N A M E )
NRIC No. .............................................. N E W) .............................................. O L D ) or failing him/her.............................................
.......................................................................NRIC No. .............................................. N E W) .............................................. O L D )
F U L L N A M E )
or failing him/her, the Chairman of the M eeting as *my/our proxy to attend and vote on *my/our behalf at the Fifteenth Annual
General M eeting (AGM ) of the Company to be held at High5 Breadtown, Silver Bird Complex, Lot 72 Persiaran Jubli Perak,
Seksyen 21, 40300 Shah Alam, Selangor Darul Ehsan on Wednesday, 29 April 2009 at 10.00 a.m. and at any adjournment
thereof of the following resolutions referred to in the Notice of Fifteenth AGM . M y/O ur proxy is to vote as indicated below:
F o r A g a in st
(Please indicate with an " X" in the appropriate boxes on how you wish your vote to be cast. Unless voting instructions are indicated in the space above, the proxy will
vote as he/she thinks fit.)
(i)
Applicable to shares held through a nominee account.
* Delete where applicable
Signed this .. day of .. . 2009
Signature/Common Seal of M ember
Notes:-
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not more than two (2)) to attend and vote in his/her stead.
If a member appoints two (2) proxies, the appointment shall be invalid unless he/she specifies the proportion of his/her holdings to be represented by each proxy.
A proxy may but need not be a member of the Company and if he is not a member, he need not be an advocate, an approved Company auditor or a person
approved by the Registrar of Companies.
2. In the case of a corporation, the proxyappointed must be in accordance with its Articles of Association and the instrument appointing a proxyshall be given under
the Company' s Common Seal or under the hand of an officer or attorney duly appointed.
3. The instrument appointing a proxy must be deposited at the Registered O ffice of the Company at Silver Bird Complex, Lot 72 Persiaran Jubli Perak, Seksyen 21,
40300 Shah Alam, Selangor Darul Ehsan not less than forty-eight (48) hours before the time appointed for the holding of the Fifteenth AGM or any adjournment
thereof.
F O R M O F P R O XY
For appointment of two proxies, percentage if
shareholdings to be represented by the proxies:
No. of shares Percentage
Proxy 1
Proxy 2
Total 100%
C D S A c c o u n t N o .
i)
N o . o f S h a re s h e ld
The Company Secretary
S I LVE R B I R D G R O U P B E R H A D
(Company No. 277977-X)
S TA M P
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