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PRIVATE & CONFIDENTIAL

PERAK CORPORATION BERHAD


(Company No. 210915-U) (Incorporated in Malaysia)

GROUP RISK MANAGEMENT MEETING

12 JULY 2010
Notice of Meeting NOTICE IS HEREBY GIVEN THAT the 10th Group Risk Management Meeting of Perak Corporation Berhad will be held at Bilik Gerakan, Tingkat 8, Wisma Wan Mohamed, Jalan Panglima Bukit Gantang Wahab, 30000 Ipoh, Perak Darul Ridzuan on Monday, 12th July 2010 at 4.00 p.m. 1. To confirm minutes of the previous meeting held on 28 November 2007. 2. To discuss matters arising. 3. To discuss the Phase One Internal Audit visit for year 2010. 4. To discuss the Risk Management status/update. 5. To discuss the KPI status/update. 6. To discuss Memorandum of Advances and Quarterly Reporting to Bursa Malaysia in respect of Related Parties balances receivables. 7. To discuss any other matters. 8. Date of next meeting : 24th August 2010 and 23rd November 2010. BY ORDER OF THE GROUP RISK MANAGEMENT COMMITTEE Mr. Harbhajan Singh Ujagar Singh Group Chief Financial Officer, PCB Ipoh

Dated : 8 July 2010

AGENDA 1
To confirm minutes of the previous meeting held on 28th November 2007.

PERAK CORPORATION BERHAD 9th GROUP RISK MANAGEMENT MEETING MINUTES OF MEETING HELD ON 28th NOVEMBER 2007

SUBJECT & DESCRIPTION 1. Confirmation of minutes

ACTION To confirm the minutes of meeting held on 21st May 2007.

RESPONSIBILITY -

TARGET DATE -

REMARKS Proposed by : Ms. Chow Mun Lan Seconded by : Mr. Sarjiddin bin Ahmad Hanif -

2. Matters arising

No matters arising

3. To discuss the Risk Management (RM) status of the Group to date

Companies must hold quarterly risk management meeting, and status reports to be submitted to the Group RM Committee at PCB for compilation and/or further action or else in form of confirmation letters on a quarterly basis if there are No changes. Format of the KPIs was given and discussed

Action by: All department/group/ Companies

As per submission dates for quarterly reporting

To continuously update the risk management framework, risk profiles and risk register for Internal Audit examination and for internal use.

4. Status of KPIs All to take note All companies must ensure the vision of the Company and of the Group is being achieved and KPI format implemented soonest.

PERAK CORPORATION BERHAD 9th GROUP RISK MANAGEMENT MEETING MINUTES OF MEETING HELD ON 28th NOVEMBER 2007 SUBJECT & DESCRIPTION 5. Internal Audit Report of the Group ACTION a) The internal audit department was requested to look into all the projects that were being under taken, analysed them to determine they follow SOPs, start from the planning stage and to advise the Company, accordingly. RESPONSIBILITY All to take note TARGET DATE Internal Audit Reports to be presented to Audit Committee, PCB in August 08 and November 08 REMARKS The internal audit department informed the meeting that 1st phase of risk management 2008 cover the period up to 30th June 2008.

b) Human Resource System- Companies must have :


i) formal documents such as the appraisal forms to assess all their employees. ii) Succession planning c) Sets target for improvements and not just look for mistakes 6. Audit Plan Each company must identify the Key Management Personnel of the company to ensure the success and prompt completion of the Audit. Action by: All department/group/ Companies Per timetable of Audit Plan 2007 Audited Accounts should be ready for signing between 15-31 March 2008. All companies Prior to end of 2007 Routinely carried out each year, assessed by a committee and implemented at least annually.

PERAK CORPORATION BERHAD 9th GROUP RISK MANAGEMENT MEETING MINUTES OF MEETING HELD ON 28th NOVEMBER 2007 SUBJECT & DESCRIPTION 7. Corporate Social Responsibility ACTION To have pictures and certificates (if any) for the CSR activities that has been carried out and to forward to PCB. Dividend payments To have a policy on the amount of dividend to be paid and the timing. The subsidiaries were advised not to propose dividend at adhoc basis. RESPONSIBILITY Action by: All department/Group/ Companies TARGET DATE End of February 2009 REMARKS To be effectively routinely for yearly reporting.

8. Budget 2008

Action by: All department/group/ Companies

To ensure returns to shareholders and to ensure utilisation of S108 tax credits before 31st December 2013.

9. To discuss any other matters

None

10. Date of the next meeting

To be informed

Minutes of 9th Group Risk Management Meeting Proposed by: Seconded by:

Meeting adjourned at 12.00 noon

Prepared by: Pn. Rusnidar Samsudin Approved by:

AGENDA 2
To discuss matters arising

AGENDA 3
To discuss the Phase One Internal Audit visit for year 2010

Auditan Dalaman Fasa 1 Tahun 2010 Perak Corporation Berhad


1) 2) 3) Kerja Auditan Untuk Fasa 1 Tahun 2010 bermula 6 Julai 2010 18 Ogos 2010 Skop kerja auditan adalah ke atas Key Performance Indicators (KPI) dan Risk Management. Dokumen yang diperlukan untuk Auditan Dalaman Fasa 1 Tahun 2010 i) ii) Kerangka KPI (KPI Framework) Dokumentasi KPI untuk tahun 2009 dan 2010 seperti berikut : * KPI Korporat (Corporate KPI) * KPI Sumber Tenaga Manusia (Human Resource KPI) * KPI Kewangan (Financial KPI) * KPI Pemasaran (Marketing KPI)

iii)
iv) v) vi)

Penyata kewangan/akaun pengurusan tahun semasa berakhir 31 Mac 2010 beserta dokumen sokongan
Bajet Tahun 2010 Minit-minit Mesyuarat Lembaga Pengarah & Jawatankuasa-jawatankuasa tahun 2009 & 2010 Resolusi-resolusui tahun 2009 & 2010

vii) Fail-fail pengurusan dan projek, termasuk:

*
*

Fail-fail kakitangan dan borang penilaian prestasi


Fail-fail projek semasa

viii) Daftar risiko (Risk Register) yang terkini.

Lain-lain dokumen akan dimaklumkan semasa auditan dijalankan.

AGENDA 4
To discuss the Risk Management status/update.

AGENDA 5
To discuss the KPI status/update.

AGENDA 6

To discuss Memorandum of Advances and Quarterly Reporting to Bursa Malaysia in respect of Related Parties balance receivables

MEMORANDUM OF ADVANCES

(Draft for Discussion)

[Draft for Discussion]

MEMORANDUM OF ADVANCES
THIS MEMORANUDM is made the day and year stated in Section 1 of the First Schedule herein BETWEEN The person(s) named in Section 2 of the First Schedule hereto (hereinafter referred to as the Lender) of the one part AND The person(s) named in Section 3 of the First Schedule hereto (hereinafter referred to as the Borrower) of the other part

(hereinafter collectively referred to as the Parties)


WHEREAS: A. The Lender and the Borrower are both member companies of the group of companies held or controlled by Perbadanan Kemajuan Negeri Perak (hereinafter referred to as the Corporation), a body corporate constituted under the Perak State Development Corporation Enactment, No 3 of 1967 and having its registered office at Wisma Wan Mohamed, Jalan Panglima Bukit Gantang Wahab, 30000 Ipoh, Perak.

B.

The lender, over a period of time, had made advances by way of inter-company advances in cash and in-kind to the Borrower. The amount outstanding and owing to the Lender by the Borrower is stated in Section 4 of the First Schedule hereto (hereinafter referred to as Sum Owing) as at the day and year stated in Section 5 of the First Schedule hereto (hereinafter to as the date of Sum Owing)
The Parties have entered into this Memorandum of Advances to record the salient terms and conditions in respect of the Sum Owing.

C.

IT IS NOW AGREED AS FOLLOWS: 1. Repayment The Borrower promises to pay the Lender the Sum Owing or any portion thereof no later than fourteen (14) days from the date upon which a demand for repayment of the Sum Owing or any portion thereof is made by the Lender upon the Borrower.

[Draft for Discussion]


1. Repayment The Borrower promises to pay the Lender the Sum Owing or any portion thereof no later than fourteen (14) days from the date upon which a demand for repayment of the Sum Owing or any portion thereof is made by the Lender upon the Borrower. 2. Interest The Sum Owing will not attract any interest unless otherwise stated in Section 6 of the First Schedule hereto (hereinafter referred to as Interest). 3. Collateral The Borrower shall provide to the Lender as collateral for the Sum Owing or any portion thereof as stated in Section 7 of the First Schedule hereto (hereinafter referred to as The Collateral) upon which the Lender shall have the sole and absolute rights in the manner to be deal with in order to secure the repayment of the Sum Owing upon any default by the Borrower. 4. Repayment The Borrower has the right to repay the Sum owing at any time. 5. Letter of Support The Borrower shall obtain for the Lender a letter of support from the Corporation which shall state that the Corporations willingness to provide continuing financial support to the Borrower to meet the payment obligations as stated in the Memorandum hereof. Such a Letter of Support shall be included as an Attachment to this Memorandum. 6. Default If for any reason the Borrower fails to adhere to any of the terms and conditions as stated above the Borrower shall be in default. The Lender may then demand immediate payment of the entire Sum Owing and act to deal with the Collateral and the Letter of Support without any further notice.

[Draft for Discussion]


SIGNED BY THE PARTIES ON THE DAY AND YEAR STATED IN SECTION 1 OF THE FIRST SCHEDULE

Signed by for and on behalf

) )

of the Lender
in the presence of:

)
)

Signed by for and on behalf of the Borrower in the presence of:

) ) ) )

..

[Draft for Discussion]


SECTION
1

THE FIRST SCHEDULE


DECSRIPTION
Date of Memorandum

PARTICULARS

Name and Address of Lender

Name and Address of Borrower

Sum Owing

Date of Sum Owing

Interest

Collateral

[Draft for Discussion]


(CORPORATION LETTERHEAD) Bil. ( ) dlm.PKNPk 49/25/1 Jld II Date :

Attachment

Name and Address Of Lender

Dear Sirs, [Name of Lender]

-Amount owing by [Name of Borrower] to [Name of Lender] totalling [Sum Owing] as at


[31 December 2009] We confirm our willingness to provide continuing financial support to our wholly owned subsidiary, [Name of Borrower] to meet the payment obligations as stated in the Memorandum of Advances dated [Date of Memorandum] between [Lender] and [Borrower]. Yours faithfully,

( Chief Executive

PERAK STATE DEVELOPMENT CORPORATION

THE FIRST SCHEDULE

OF THE PCB GROUP

KUDA SEJATI SDN BHD

THE FIRST SCHEDULE SECTION 1 DECSRIPTION Date of Memorandum PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Name and Address of Borrower

Kuda Sejati Sdn Bhd Tingkat 6, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Sum Owing CIMB Loan Principal Interest paid in advances Interest 3% charged

RM 100, 987, 361.52 77,732,964.90 9,258,281.55 1,024,842.30 88,016,088.75

Citibank Loan Principal Interest paid in advances Interest 3% charged

10,000,000.00 2,399,337.98 571, 934.79 12,971,272.77

Date of Sum Owing

31-Dec-09

Interest

Collateral

SILVERITAGE CORPORATION SDN BHD

THE FIRST SCHEDULE SECTION 1 DECSRIPTION Date of Memorandum PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh Silveritage Corporation Sdn Bhd B-1-16 & B-2-16 1 Casuarina Corporate Park Jalan Raja Dr. Nazrin Shah 30250 Ipoh

Name and Address of Borrower

Sum Owing

RM 11, 517.33

Date of Sum Owing

31-Dec-09 NIL

6 7

Interest Collateral

PCB DEVELOPMENT SDN BHD

THE FIRST SCHEDULE

SECTION 1

DECSRIPTION Date of Memorandum

PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Name and Address of Borrower

PCB Development Sdn Bhd Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Sum Owing

RM 103, 174, 583.68

Land Meru Raya Accounting fees WWM rental Land cost C@

= = = =

110, 828,802.00 8486792.91 = 102342009.09 RM 35, 762.00 RM 300, 337.59 RM 496, 475.00

Date of Sum Owing

31-Dec-09

Interest

Collateral

TRANS BID SDN BHD

THE FIRST SCHEDULE SECTION 1 DECSRIPTION Date of Memorandum PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Name and Address of Borrower

Trans Bid Sdn Bhd Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Sum Owing

RM 35, 762.00

Date of Sum Owing

31-Dec-09 NIL

6 7

Interest Collateral

TAIPAN MERIT SDN BHD

THE FIRST SCHEDULE SECTION 1 DECSRIPTION Date of Memorandum PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Name and Address of Borrower

Taipan Merit Sdn Bhd Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Sum Owing

RM 101, 180, 661.22

Date of Sum Owing

31-Dec-09 NIL

6 7

Interest Collateral

CHERRY BLOSSOM SDN BHD

THE FIRST SCHEDULE SECTION 1 DECSRIPTION Date of Memorandum PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Name and Address of Borrower

Cherry Blossom Sdn Bhd Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Sum Owing

RM 2, 233, 294.77

Date of Sum Owing

31-Dec-09 NIL

6 7

Interest Collateral

PREMIUM MERIDIAN SDN BHD

THE FIRST SCHEDULE SECTION 1 DECSRIPTION Date of Memorandum PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Name and Address of Borrower

Premium Meridian Sdn Bhd Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Sum Owing

RM 10, 063, 676.67

Date of Sum Owing

31-Dec-09 NIL

6 7

Interest Collateral

PERAK INDUSTRIAL RESOURCES SDN BHD

THE FIRST SCHEDULE SECTION 1 DECSRIPTION Date of Memorandum PARTICULARS -

Name and Address of Lender

Perak Corporation Berhad Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Name and Address of Borrower

Perak Industrial Resources Sdn Bhd Tingkat 2, Wisma Wan Mohamed Jalan Panglima Bukit Gantang Wahab 30000 Ipoh

Sum Owing

RM 291, 920. 81

Date of Sum Owing

31-Dec-09 NIL

6 7

Interest Collateral

OUTSTANDING RELATED PARTY RECEIVABLES

BALANCE OUTSTANDING As at 31/3/2010

AGEING 1 year Within Credit terms Exceede d Credit terms RM >1 yr to 3 years >3 yrs to 5 yrs >5 yrs to 10 yrs >10 yrs

How to be collected

Steps taken to recover

RM RM Perak Corporation Berhad Perbadanan Kemajuan Negeri Perak Kuda Sejati Sdn Bhd Perak Industrial Resources Bhd Cherry Blossom Sdn Bhd 253,635 253,635

RM

RM

Expected date of settlement

RM

RM

101,849,992

1,653,096

12,096,096

80,545,683

7,555,116

291,921

291,921

2,233,295

2,233,295

To be settled with listed shares, lands with synergy to Perak Corp. Bhd Group and balance cash shares of Integrax Bhd, lands Tualang Sekah, HiTech Park, lands at LPIP and lands next to LPIP.

Negotiation being carried out to identify the details, value the lands and shares

By 31/12/2011

104,628,843 Lumut Maritime Terminal Sdn Bhd Perak Freight Sdn Bhd 952,019

1,906,731

12,096,096

82,778,978

7,847,037

952,019

Taking over of the Company PHS or its assets and cash

Negotiation between the parties underway

By 31/12/2010

Perak Haulage Sdn Bhd Brand Equity Sdn Bhd

252,570

92,484

5,270 117,390

1,901 42,696

The amount refers to quit rent owing for a few years. Lands acquired yet to be transferred Settlement upon disposal of land

By 31/12/2010

BALANCE OUTSTANDING As at 31/3/2010 Within Credit terms

AGEING 1 year Exceeded Credit terms >1 yr to 3 years >3 yrs to 5 yrs >5 yrs to 10 yrs >10 yrs

How to be collected

Steps taken to recover

Expected date of settlement

RM

RM

RM 9,736,899 9,736,899

RM

RM

RM

RM

Lekir Bulk Terminal

9,736,899 10,941,488

92,484

1,074,679

44,597

PCB Development Sdn Bhd Perbadanan Kemajuan Negeri Perak 1,261,351 1,261,351 Contra with contract works Upon Completion of contract Overdued 7 months 30/9/2010

Perak Hi-Tech Sdn Bhd

175,000

25,000

150,000

Credit terms 30 days

31/12/2010

1,436,351 Premium Meridian Sdn Bhd Perbadanan Kemajuan Negeri Perak 3,089,126

25,000

150,000

1,261,351

3,089,126

From proceeds of projects managed on behalf of PKNP and cash

To endure projects proceed and progress as planned

By 31/3/2011

120,095,808

2,024,215

12,976,025

14,432,126

82,823,575

7,847,037

No action required

** Need not be announced but to be reported separately to Bursa on a quarterly basis

OUTSTANDING RELATED PARTY RECEIVABLES (Draft for Discussion)

As at 30th June 2010

Company Name : Perak Corporation Berhad Stock Name : PRKCORP Subject : OUTSTANDING RELATED PARTY RECEIVABLES Contents : The Company wishes to announce the following in response to the letter from Bursa Malaysia Securities Berhad dated May 21, 2010, Reference No. BM/CSI CS2/20100521/jess/PLC.PRKCORP (381) (i) Total outstanding from related party receivables as at 31st March 2010 are as follows: AGEING (a) (b) (c) (d) 1 year to 3 years > 3 years to 5 years > 5 years to 10 years > 10 years RM000 14,432 82,824 7,847 105,103

(ii)
(a) (b) (c) (d) (iii)

Steps taken by the management of the Company to recover the related party receivables include :
To send reminder letters and to follow up To negotiate with various parties for settlement with cash. Listed shares and procurement of parcels of lands which shall provide synergies with the segmental activities of the Group To ensure proceeds receivable from projects being managed are carried out as planned To take legal action, if required Expected timeframe for fully recover the related party receivables between 30th September 2010 and 31st December 2011.

This announcement is dated

ANNOUNCEMENT FOR PUBLIC RELEASE PERAK CORPORATION BERHAD OUTSTANDING RELATED PARTY RECEIVABLES ______________________________________________________________________________________________ We refer to Bursa Malaysia Securities Berhads directive dated 21st May 2010 to Perak Corporation Berhad (Company) in relation to the Companys outstanding related party receivables which have been overdue for more than 12 months. On behalf of the Board of Directors of the Company, we wish to announce the status of the debts due from the related parties of the Company as at 30th June 2010 as follows: Name of Related Parties 1 year to 3 years RM >3 years to 5 years RM > 5 years to 10 years RM > 10 years Steps taken/proposed to be taken to recover the related party receivables Expected timeframe to fully recover the related party receivables

RM

Total This announcement is dated < date >

Copy to:
Securities Commission No.3 Persiaran Bukit Kiara Bukit Kiara 50490 Kuala Lumpur (Attention : Eugene Wong Weng Soon

AGENDA 7

To discuss any other matters

AGENDA 8

Date of next meeting

MEMORANDUM OF ADVANCES - OUTSTANDING RECEIVABLES AS AT 30TH JUNE 2010

Advances to PKNP from PCB As at 30th June 2010

Aging Less and Equal to 1 year 1 year 1 day to 3 year 3 year 1 day to 5 year 5 year 1 day to 10 year 10 years and above 1 1 1 1 July July July July 09 07 05 99 30 30 30 30 June June June June 10 09 07 05

30 June 2010 234, 672.13 -

31 March 2010 253, 635.43 -

Balance c/f

234, 672.13

253, 635.43

Advances to Cherry Blossom from PCB As at 30th June 2010

Aging Less and Equal to 1 year 1 year 1 day to 3 year 3 year 1 day to 5 year 5 year 1 day to 10 year 10 years and above 1 1 1 1 July July July July 09 07 05 99 30 30 30 30 June June June June 10 09 07 05

30 June 2010 2,233, 295.00 -

31 March 2010 2, 233, 295.00 -

Balance c/f

2, 233, 295.00

2, 233, 295.00

Advances to PKNP from PCB Advances to PIRB from PCB As at 30th June 2010

Aging Less and Equal to 1 year 1 year 1 day to 3 year 3 year 1 day to 5 year 5 year 1 day to 10 year 10 years and above 1 1 1 1 July July July July 09 07 05 99 30 30 30 30 June June June June 10 09 07 05

30 June 2010 234, 672.13 291, 921.00 -

31 March 2010 253, 635.43 291, 921.00 -

Balance c/f

234, 672.13 291, 921.00

253, 635.43 291, 921.00

Aging Less and Equal to 1 year 1 year 1 day to 3 year 3 year 1 day to 5 year 5 year 1 day to 10 year 10 years and above 1 1 1 1 July July July July 09 07 05 99 30 30 30 30 June June June June 10 09 07 05

30 June 2010 1, 024, 058.07 4, 517, 582.82 8, 212, 663.42 88, 318, 658. 93

Balance c/f

102, 072, 963.24

THANK YOU

FINANCE DEPARTMENT 12 JULY 2010

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