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
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:-
- 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:
Profit Before Tax
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.
- 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
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
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
OF DIRECTORS RETIRING IN ACCORDANCE WITH
85 OF THE COMPANY’S ARTICLES OF ASSOCIATION
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
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
No question was raised by
shareholders on this item.
Based on the poll results, all resolutions tabled at the Meeting were