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FCW HOLDINGS BERHAD
(Company No. 3116-K) (Incorporated in Malaysia)

 

 

SUMMARY OF KEY MATTERS DISCUSSED AT THE 62ND ANNUAL GENERAL MEETING HELD

AT DEWAN BERJAYA, BUKIT KIARA EQUESTRIAN AND COUNTRY RESORT ON 6 DEC 2017      


OPENING

 

Meeting started at 11:00am with a welcome address by the Chairman.

 

AGENDA ITEM 1

AUDITED FINANCIAL STATEMENTS OF THE GROUP AND THE COMPANY FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017 AND THE DIRECTORS’ AND AUDITORS’ REPORTS THEREON

 

This Agenda item was meant for discussion only, and was not a business which required a resolution to be put for voting by the shareholders.

 

The audited financial statements of the Group and the Company for the financial year ended 30 June 2017, together with the Reports of the Directors and Auditors thereon were received and noted by the shareholders.

 

Pursuant to a questions-and-answers session between the shareholders and the Director(s) and/or Management on the financial statements, the following were main points discussed and noted:-

 

  1. On a comment about the decline in results for the financial year ended 30 June 2017 (FYE2017) compared with the previous financial years as follows:  

 

Financial Year

FYE2013

FYE2014

FYE2015

FYE2016

FYE2017

Revenue

(RM Million)

34.157

27.342

26.111

26.565

26.696

Profit Before Tax

(RM Million)

8.486

4.647

6.385

6.351

1.571

 

It was noted that prior to FYE2014, the Group’s revenue of RM34.157 million had included rental income derived from the rental of 9 pieces of freehold land (“Land”) owned by the Group. The Land was subsequently disposed in FYE2014 and, after the Land disposal, the main contributor to the Group’s revenue remained with Coscolab Sdn Bhd which involved in contract manufacturing (OEM) of toiletries and personal care products. Such OEM manufacturing business had contributed a stable income to the Group with an average revenue of about RM26.6 million per annum for FYE2013-FYE2016. The Group has also since FYE2014 received some recurring interest income derived from the placement of funds with financial institutions using the proceeds of the Land disposal.  

 

Noted that the decreased profit before tax of RM1.571 million for FYE2017 compared with the previous financial years was mainly due to the share of loss of RM2.280 million of the associated company, Fujikura Federal Cables Sdn Bhd. The share of loss was partially attributed to a one-time adjustment for inventories over-stated previously. The decrease in profit was also due to decrease in interest income after the interim dividend payout of 40% per share amounting to approximately RM50.0 million.

 

  1. On questions raised about current businesses and any future plan of the Group, it was noted that given the current economic condition, the Group, while cautiously assessing available investment opportunities, was focusing on growing the existing businesses namely Contract Manufacturing (OEM), Property Development and Cables Manufacturing.

 

On the Contract Manufacturing (OEM) Segment which involved the manufacturing of toiletries and personal care products, the Group was making comprehensive efforts to increase factory size and production capacity, and to improve products quality and sales mix aimed at increasing local market share as well as expanding its export market.

 

The Property Development Segment is viewed to be the major contributor to the Group’s income in the coming years. The mixed development project currently undertaken known as “Riana Dutamas” (“Project”) is a joint-venture with IJM Land Berhad (“IJM”) and has an estimated GDV of RM1.6 billion to RM2.0 billion. The entire Project covering approximately 15 acres of freehold land is divided into 3 phases of development comprising serviced apartments, retail lots and some SOVO (small office/virtual office) units, and is estimated to take about 7-10 years to complete. In view of the excellent location of the Project which is conveniently accessible via Duke Highway, KTM Komuter and other public infrastructure and amenities, and the affordable pricing plus popularity leveraging on the branding of IJM, the Board is optimistic about the future prospect of the business. The Group will continue to invest in the property development segment, which is expected to be a significant business to the Group in the near future.

 

As for the Cables Manufacturing Segment, the business is carried out by our associate company, Fujikura Federal Cables Sdn Bhd (“Fujikura”), in which FCW has 42.5% equity stake. The business of this segment had been quite challenging especially in recent years due to fluctuation in copper prices and depreciation of the Malaysian Ringgit. This business of Fujikura is managed by its holding company, Fujikura Japan Ltd, one of the largest cable manufacturers in the world. However, FCW has 3 Board seats representation in Fujikura (one of whom is an executive director). With this, FCW is able to monitor closely on the associate’s performance through participation in the board meetings and management meetings. Internal audit reviews are conducted on certain processes of Fujikura from time to time upon the requests of FCW.   

 

 

AGENDA ITEM 2

RE‑ELECTION OF DIRECTORS RETIRING IN ACCORDANCE WITH

ARTICLE 85 OF THE COMPANY’S ARTICLES OF ASSOCIATION        

 

Ordinary Resolutions 1 and 2 on the re-election of Mr Tang Tat Chun and Dato’ Thor Poh Seng respectively.

 

No question was raised by shareholders on this item.

 

AGENDA ITEM 3

RE-APPOINTMENT OF DIRECTOR

 

Ordinary Resolutions 3 on the re-appointment of Tan Sri Dato’ Tan Hua Choon to hold office until the conclusion of the next Annual General Meeting.  

 

No question was raised by shareholders on this item.

 

AGENDA ITEM 4

RE-APPOINTMENT OF MESSRS BAKER TILLY MONTEIRO HENG AS AUDITORS OF THE COMPANY

 

Ordinary Resolution 4 on the re-appointment of Messrs Baker Tilly Monteiro Heng as Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting at a remuneration to be fixed by the Board of Directors.

 

No question was raised by shareholders on this item.

 

AGENDA ITEM 5

DIRECTORS' FEES FOR THE FINANCIAL YEAR ENDED 30 JUNE 2017

 

Ordinary Resolution 5 on the payment of Directors’ fees in respect of the financial year ended 30 June 2017.

 

No question was raised by shareholders on this item.

 

POLL RESULTS

Based on the poll results, all resolutions tabled at the Meeting were carried.