achievements of the bina puri group contentslibapps2.nus.edu.sg/nus_hl/binapuri2001.pdfto be a world...
TRANSCRIPT
Notice of Annual General Meeting 2
Statement Accompanying Notice ofAnnual General Meeting 3
Group Corporate Structure 4
Audit Committee Report 5
Corporate Governance Statement 8
Corporate Information 11
Board of Directors 12
Executive Chairman's Statement 16
Group Managing Director’s Review of Operations 18
Share Performance Chart 21
Group Five-Year Summary 22
Group Financial Calendar 23
Group Financial Highlights 23
Calendar of Events 2000/2001 24
Responsibility Statement bythe Board of Directors 30
Financial Statements 31
Analysis of Shareholdings 80
Additional Information on Shareholders 81
List of Group Properties 83
Group Corporate Directory 85
Proxy Form
ContentsCorporateVisionWe will be the leading globalcorporation in all our corebusinesses, attaining regionalexcellence in our addedcommercial and high-techinvestments, recognised forour high standards of quality,products and services.
Corporate MissionStatementTo be a world class organisationachieving corporate excellence.
To be the best in our industry,committed to nation building,adding values to our resourcesand processes with innovativetechnology.
To be a responsible corporatecitizen, committed to the highestquality standards with dedication,loyalty and integrity from ourpeople for all stakeholders
Cover RationaleThe cover conveys the confidenceand growth that characterises theachievements of the Bina Puri Groupof Companies. Bold structures thatrise in triumph symbolise the positiveperformance chalked up by the Groupthrough its policies of consolidation.The depiction of the core businessesof the Group reflects a re-focusing ofcore strengths in enhancingshareholder and asset value.
Notice of Annual General Meeting
2 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
1. To receive the Audited Accounts for the year ended 31
December 2001 and the Reports of Directors and Auditors
thereon.
2. To re-elect Y.Bhg. Tan Sri Datuk Tee Hock Seng, JP who retires
pursuant to Paragraph 7.28 of the Listing Requirements of the
Kuala Lumpur Stock Exchange.
3. To re-elect the following Directors who retire pursuant to Article
80 of the Company’s Articles of Association:
3.1 Mr. Tee Hock Hin
3.2 Mr. Ng Chai Tee, JP
4. To re-elect the following Directors who retire pursuant to Article
87 of the Company’s Articles of Association:
4.1 En. Khalid Bin Sufat
4.2 Mr. Lim Joo Kiat
5. To re-appoint Messrs Moores Rowland as Auditors of the
Company and to authorise the Directors to fix their
remuneration.
6. To transact any other business of which due notice shall have
been given in accordance with the Companies Act, 1965.
By Order Of The Board
Toh Gaik BeeGroup Company Secretary
Selangor Darul Ehsan
5 June 2002
NOTICE IS HEREBY
GIVEN that the Eleventh
Annual General Meeting
of the Company will be
held at Ground Floor,
Wisma Bina Puri, 88,
Jalan Bukit Idaman 8/1,
Bukit Idaman, 68100
Selayang, Selangor Darul
Ehsan on Thursday, 27
June 2002 at 10:00 a.m. to
transact the following
businesses:-
(Resolution 1)
(Resolution 2)
(Resolution 3)
(Resolution 4)
(Resolution 5)
(Resolution 6)
(Resolution 7)
Note:APPOINTMENT OF PROXY
A proxy may but need not be a member of the Company and the provision of Section
149(1)(b) of the Companies Act, 1965 shall not apply to the Company. The instrument
appointing such proxy must be deposited at the Registered Office of the Company at
Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor
Darul Ehsan not less than forty-eight (48) hours before the time appointed for holding the
meeting.
Statement Accompanying Notice ofAnnual General Meeting(Pursuant to Paragraph 8.28(2) of the Listing Requirements of KLSE)
3BINA PURI HOLDINGS BHD. (207184-X)
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The Board met four times during the financial year ended 31 December 2001. All the meetings were heldat Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsan.
The date and time of the Board Meetings are as follows :-
Meeting Date Time
First Board Meeting for 2001 26 February 2001 11:50 a.m.(Monday)
Second Board Meeting for 2001 25 May 2001 4:00 p.m.(Friday)
Third Board Meeting for 2001 29 August 2001 10:00 a.m.(Wednesday)
Fourth Board Meeting for 2001 27 November 2001 10:00 a.m.(Tuesday)
The profile of the following Directors who are standing for re-election and the attendance of each at theBoard Meetings held during the financial year are set out in pages 38 to 78 of the Annual Report.
i. YBhg. Tan Sri Datuk Tee Hock Seng, JP (Resolution 2)ii. Mr. Tee Hock Hin (Resolution 3)iii. Mr. Ng Chai Tee, JP (Resolution 4)iv. En. Khalid Bin Sufat (Resolution 5)v. Mr. Lim Joo Kiat (Resolution 6)
Group Corporate Structure
4 BINA PURI HOLDINGS BHD. (207184-X)
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Bina Puri ConstructionSdn. Bhd. (181471-P) 100%
Lebuhraya AssamjawaTaman Rimba Bhd.(409881-W) 60%
Sungai Long PlasterIndustries Sdn. Bhd.(386217-U) 90%
PNSB-Sungai Long Sdn. Bhd. (245505-V)
50%
DPBS-Sungai Long (Sabah) Sdn. Bhd.(318280-P) 80%
Dapat Tahana Sdn. Bhd. (230501-W)
70%
Juara Belia Sdn. Bhd.(328915-K) 70%
SLM GabunganSdn. Bhd. (241410-D) 50%
Konsortium Bina Puri – PanzanaPanzana Enterprise Sdn. Bhd.(383940-P) 51%
Konsortium Bina Puri –Panzana(Nilai) Sdn. Bhd.(453355-P) 40%
Sungai Long Bricks Sdn. Bhd. (332315-X)
100%
Sungai Long Industries Sdn. Bhd. (198655-D) 51%
KM Road SpecialistSdn. Bhd. (409313-T)
100%
Hamay Glass Sdn.Bhd. (85650-M) 65%
KM Quarry Sdn. Bhd.(409397-V) 70%
Maskimi PolyolSdn. Bhd. (405559-D)
90%
Maskimi VentureSdn. Bhd. (377437-V)
100%
Maskimi Sdn. Bhd.(107999-M) 100%
Gugusan MurniSdn. Bhd. (231371-T)
51%
Aksi Bina PuriSdn. Bhd. (426300-V)
70%
B I N A P U R I H O L D I N G S B H D .( 2 0 7 1 8 4 - X )
ConstructionDivision
Manufacturing /Quarry Division
PropertyDevelopmentDivision
OtherActivities
Bina Puri HG CorporationSdn. Bhd. (212673-H) 60%
Bina Puri HG-Power Sdn. Bhd.(260433-H) 60%
Bina Puri Plantation Sdn. Bhd.(426625-P) 100%
Bina Puri Cambodia Ltd.100%
Bina Puri HG CPBSdn. Bhd. (207253-K)
100%
Latar Project Management Sdn. Bhd.(409396-U) 60%
Karseng Industries &Engineering Sdn. Bhd.(163448-U) 70%
Easy Mix Sdn. Bhd.(242217-D) 100%
Easicrete PrecastSdn. Bhd. (246157-M)
100%
Bina Puri Sdn. Bhd.(23296-X) 100%
Ideal Heights Properties Sdn. Bhd. (127701-D)
12%
Bina Puri MachinerySdn. Bhd. (250807-M)
100%
Audit Committee Report
5BINA PURI HOLDINGS BHD. (207184-X)
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Members ofthe Committee
• En. Yusuf Khan Bin Ghows Khan, Chairman• Y. Bhg. Dato’ Anad Krishnan a/l Muthusamy
(resigned on 7 August 2001)• En. Khalid Bin Sufat
(appointed on 15 August 2001)• Mr. Lim Joo Kiat
(appointed on 26 December 2001)• Mr. Ng Chai Tee, JP
Designation inthe Company
• Independent Non-Executive Director• Independent Non-Executive Director
• Independent Non-Executive Director
• Independent Non-Executive Director
• Non-Executive Director
Composition
(a) The Audit Committee shall be appointed by the Directors from amongst their numbers via a Directors’ resolution and shall consist of not less than three (3) members of whom a majority shall be Independent Directors.
(b) At least one member of the Audit Committee must be a member of the Malaysian Institute of Accountants (“MIA”) or any other equivalent qualifications recognised by the MIA.
(c) In the event of any vacancy in the Audit Committee, the Directors shall within 3 months of that event, appoint such new members to make up the minimum number of 3 members.
(d) An alternate Director shall not be appointed as a member of the Audit Committee.
Chairman
The members of the Audit Committee shall elect a Chairman from amongst themselves who shall be an Independent Director. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Director of the Company.
Attendance at Meetings
The quorum of the Audit Committee shall consist of a majority of Independent Directors and shall not be less than two. The Committee may require the attendance of any management staff from Finance / Accounts department or other departments as it may deem necessary together with a representative or representatives from the External Auditors.
Secretary
The Group Company Secretary shall be the Secretary of the Committee.
Frequency of Meetings
Meetings shall be held not less than four times a year. The external auditors may request a meeting if they consider it necessary.
Audit Committee Report
6 BINA PURI HOLDINGS BHD. (207184-X)
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During the financial year ended 31 December 2001, the Committee met a total of 7 times. The attendance of eachmember of the Audit committee are as follows :-
Authority
The Committee is authorised by the Board to investigate any activities within its terms of reference. It is also authorised to seek any information it requests from any employees and all employees are directed to co-operate with requests made by the Committee.
The Committee is authorised by the Board to obtain outside legal or independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers necessary.
Functions
The functions of the Committee shall be:-(a) to review with the auditor, the audit plan and reports;(b) to review with the auditor, his evaluation of the system of internal accounting
controls;(c) to review the assistance given by the Company’s officers to the auditor;(d) to review the financial statements of the Company and of the Group before
submitting to the Board for approval;(e) to review the internal audit programme, processes, the results of the internal audit
programme, processes or investigations undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
(f) to review the quarterly results and year end financial statements, prior to the approval by the board of directors, focusing particularly on :-(i) changes in or implementation of major accounting policy changes;(ii) significant and unusual events; and(iii) compliance with accounting standards and other legal requirements.
(g) to review any related party transactions that may arise within the Company or Group;
(h) to nominate and consider the appointment of external auditors, the audit fee and any questions of resignation or dismissal;
(i) to consider any other functions as may be agreed to by the Committee and the Board of Directors.
Audit Committee member
En. Yusuf Khan Bin GhowsKhan
YBhg. Dato’ Anad Krishnana/l Muthusamy(Resigned on 7 August 2001)
En. Khalid Bin Sufat(Appointed on 15 August 2001)
Mr. Lim Joo Kiat(Appointed on 26 December 2001)
Mr. Ng Chai Tee, JP
Designation
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Independent Non-Executive Director
Non-Executive Director
No. of meetings attended
7/7
1/2
5/5
1/1
7/7
7BINA PURI HOLDINGS BHD. (207184-X)
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Reporting Procedure
The Secretary shall circulate the minutes of the meetings of the Committee to all members of the Board.
Summary of activities of the Audit Committee
(a) Reviewed the auditor’s audit plan and report for the year;(b) Reviewed the auditor’s evaluation of the system of internal accounting controls;(c) Considered and recommended to the Board for approval of the audit fees payable;(d) Reviewed the internal audit reports, recommendations, programmes and plans for the year under review and
management’s response;(e) Reviewed the annual report and audited financial statements of the Company and the Group prior to the
submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with accounting standards and other legal requirements;
(f) Reviewed the quarterly unaudited financial results announcements before recommending them for Board’s approval;
(g) Reviewed related party transactions that may arise within the Company or the Group.
Internal Audit Function
The Company has outsourced the internal audit function froma professional firm to assist the Audit Committee indischarging its duties and responsibilities. The role of theinternal audit is to develop an overall risk policy and riskmanagement framework for the Group. It is also involved inthe recommendation of control activities to manage suchidentified risk.
Corporate Governance Statement
8 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
The Board supports the recommendation of the Malaysian Code of Corporate Governance(“Code”) issued by the Finance Committee on Corporate Governance. The Code sets outprinciples and best practices on structures and processes that companies may use in theiroperations towards achieving the optimal governance framework. Currently, the Board isevaluating the status of the procedures and is implementing the Code’s best practices.
1. DIRECTORS
Bina Puri Holdings Bhd. (“BPHB”) is led by and managed by an effective Board comprising members with a wide range of business, legal, financial and technical experience.
(a) Composition
The Board’s composition represents a mix of knowledge, skills and expertise vital to the successful direction of the Group.
The Board has a balance of Executive and Non-Executive Directors. It consists of an Executive Chairman, a Group Managing Director, a Founder Director and six Non-Executive Directors, three of whom are independent. There is a clear division of duties between the Executive Chairman and Group Managing Director of the Company. BPHB has complied with the KLSE Listing Requirements on board composition.
(b) Board Meetings
The Board meets ordinarily four times per year with additional meetings being convened where necessary. For the financial year 2001, the Board met 4 times. The details of the meetings are disclosed below.
Attendance at Board Meetings
YBhg. Dato’ Mohamed Feisal bin Ibrahim 4/4YBhg. Tan Sri Datuk Tee Hock Seng, JP 4/4Dr. Tan Cheng Kiat 3/4Mr. Tee Hock Hin 4/4Mr. Tay Hock Lee 3/4Mr. Ng Chai Tee, JP 4/4En. Yusuf Khan bin Ghows Khan 3/4YBhg. Dato’ Anad Krishnan a/l Muthusamy (Resigned on 7 August 2001) 2/2En. Khalid bin Sufat (Appointed on 15 August 2001) 2/2Mr. Lim Joo Kiat (Appointed on 26 December 2001) -
(c) Appointments and Re-election of the Board of Directors
The Board is responsible for the appointments of Directors. It has formulated the terms of reference of the Nomination Committee and has identified the composition of the Committee members.
All directors shall retire from office at least once every three years at each Annual General Meeting but shall be eligible for re-election pursuant to the KLSE Listing Requirements.
(d) Group Executive Committee
The Group Executive Committee was established in January 1997. Its members consist of Executive Directors. The Group Executive Committee facilitates timely and appropriate decision-making within the framework of achieving the Corporate Vision and Mission of Bina Puri Group.
DirectorsNo. of meetings
attended
9BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
(e) Audit Committee
The Audit Committee was established in June 1995. Please refer to the Audit Committee report on page 5.
(f) Nomination Committee
The Board has set up a Nomination Committee represented by Non-Executive Directors, all of whom are independent. The Nomination Committee would be responsible to nominate to the Board individuals as Directors and asses the directors on an on-going basis to exercise effectiveness in the decision making of the Directors.
(g) Remuneration Committee
The Board has set up a Remuneration Committee comprising Non-Executive Directors as majority. The Remuneration Committee would be responsible to recommend to the Board the remuneration packages of the Directors. The Directors concerned shall abstain from voting in respect of the individual’s remuneration.
The details of remuneration of Directors during the financial year ended 31 December 2001 are as follows :-
i. Aggregate remuneration of Directors categorised into appropriate components :-
ii. No. of Directors whose remuneration falls into the following bands :-
(h) Directors’ Training
All members of the Board have completed the Mandatory Accreditation Programme prescribed by the KLSE. The Board is encouraged to attend continuous education programme to keep abreast with the latest development of corporate governance.
2. SUPPLY OF INFORMATION
All Board Members are provided with Board Papers, which include operational, financial and Corporate Information to enable the Board to discharge its duties effectively.
The Directors have access to the advice and services of the Group Company Secretary and Senior Management.
In RM’000
ExecutiveDirectors
Non-ExecutiveDirectors
Salaries
556
248
804
Fees
12
61
73
Bonus &Incentives
-
-
-
Benefits-in-kind
40
46
86
Total
608
355
963
Range of Remuneration
0 to RM50,000
RM50,001 to RM100,000
RM100,001 to RM150,000
RM150,001 to RM200,000
RM200,001 to RM250,000
No. of DirectorsNon-Executive
4
2
-
-
1
Executive
-
-
1
-
2
Corporate Governance Statement
10 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
3. ACCOUNTABILITY AND AUDIT
(a) Financial Reporting
The Board aims to present a balanced and understandable assessment of the Group’s position and prospects. The Company has used appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates.
A Statement by Directors of their responsibilities in preparing the financial statements is set out on pages 32 to 79 (except Auditor’s Report) of the Annual Report .
(b) Internal Control
The Board of Directors acknowledge its responsibility, through the Audit Committee, to maintain a sound system of internal control reviewing not only financial controls but also operational and compliance controls as well as risk management of Bina Puri Group of Companies.
To effectively discharge its responsibilities, the board is in the process of establishing a formalised risk management system, incorporating sound structural and implementation strategies, to manage the business risks and review the effectiveness of overall system of internal control.
The scope of system review includes:
(i) An overall assessment on significant or material risks and how they have been identified evaluated and managed.
(ii) Opinion on the effectiveness of the related system of internal control in managing the significant risks, including any significant control failures or weaknesses, that may have a material impact on the Company’s financial position.
(iii) Map out the necessary actions to be taken promptly, to remedy any significant control failures or weaknesses.
(iv) Consider whether the findings indicate a need for more extensive monitoring of the system of internal control.
Nevertheless, this system is designed to mitigate, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against material misstatement or loss.
(j) Relationship with Auditors
The functions of the Audit Committee in relation to the external auditors are disclosed in pages 5 to 7 of the Annual Report.
4. SHAREHOLDERS’ COMMUNICATION AND INVESTOR RELATIONS
(a) Dialogues with Investors
The Board recognises the importance of effective communications with its shareholders and investors. The information of the Company is communicated to them through the following:-
(i) The Annual Report(ii) The various disclosures and announcements made to the KLSE including the Quarterly Results and Annual
Results ; and(iii) BPHB’s website at http://www.binapuri.com
(b) Annual General Meeting
The notice of Annual General Meeting is sent out to the shareholders at least 21 days before the date of the meeting.
The Annual General Meeting serves as a principle forum for dialogue with shareholders. Extraordinary General Meetings are held as and when required.
Corporate Information
11BINA PURI HOLDINGS BHD. (207184-X)
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Board of Directors
Y. Bhg. Dato’ Mohamed Feisal Bin IbrahimExecutive Chairman
Y. Bhg. Tan Sri Datuk Tee Hock Seng, JPGroup Managing Director
Dr. Tony Tan Cheng KiatFounder Director
Mr. Henry Tee Hock HinNon-Executive Director
Mr. Ng Chai Tee, JPNon-Executive Director
Mr. Tay Hock LeeNon-Executive Director
En. Yusuf Khan Bin Ghows KhanIndependent Non-Executive Director
En. Khalid Bin SufatIndependent Non-Executive Director
Mr. Lim Joo KiatIndependent Non-Executive Director
Group Company Secretary
Toh Gaik Bee
Registered Office
Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1 Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel: 03-6136 3333 Fax: 03-6136 9999E-mail: [email protected]: http://www.binapuri.com
Domicile
Malaysia
Legal Form and Place ofIncorporation
Public listed company limited by way of sharesincorporated in Malaysia under the CompaniesAct, 1965
Share Registrar
Systems & Securities Sdn. Bhd. (17394-P)Wisma Selangor Dredging, 6th Floor, South Block142-A, Jalan Ampang, 50450 Kuala LumpurTel: 03-2161 5466 Fax: 03-2163 6968
Auditors
Messrs Moores Rowland
Principal Bankers
Malayan Banking Berhad (3813-K)RHB Bank Berhad (6171-M)Affin Bank Berhad (25046-T)Bumiputra-Commerce Bank Berhad (13491-P)Malaysian International Merchant
Bankers Berhad (10209-W)
Stock Exchange Listing
The Main Board of the Kuala Lumpur StockExchange
Board of Directors
12 BINA PURI HOLDINGS BHD. (207184-X)
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Dato’ Mohamed Feisal Bin IbrahimExecutive Chairman Dato' Mohamed Feisal Bin Ibrahim, Malaysian, aged 52, was appointed Executive Chairman ofBina Puri Holdings Bhd. ("BPHB") on 1 November 1998. He has been a member of the Board since 1 July 1996. Hegraduated in 1974 with a Bachelor of Economics (Hons) from the University of Malaya. Dato' Mohamed Feisal has hadan established career with the Ministry of International Trade and Industry ("MITI") for 16 years from 1974 to 1990. Hehas held several key positions in MITI, his last being that of a Malaysian Trade Commissioner in Austria from 1982 to1989. In 1990, he ventured into private business. Dato' Mohamed Feisal also sits on the Board of various companies.
As at 30 April 2002, he held 1,100,000 ordinary shares of BPHB and did not have any securities holdings in anysubsidiaries of BPHB.
Except for recurrent related party transactions of revenue nature which are necessary for day-to-day operations of BPHBand its subsidiaries and for which Dato' Mohamed Feisal is deemed to be interested as disclosed on page 34 of theAnnual Report, there are no other business arrangements with BPHB in which he has personal interests.
Dato' Mohamed Feisal is the Chairman of the Group Executive Committee and a member of the RemunerationCommittee.
Dato' Mohamed Feisal attended all four Board meetings held during the financial year ended 31 December 2001.
Tan Sri Datuk Tee Hock Seng, JPGroup Managing Director Tan Sri Datuk Tee Hock Seng, JP, Malaysian, aged 53, was appointed to the Board on 5thNovember 1990 and was subsequently appointed as the Group Managing Director on 22nd November 1994. He is anexperienced entrepreneur with more than 30 years business acumen in trading, construction and development. Tan SriDatuk Tee is responsible for the day-to-day operations of the group.
Presently, Tan Sri Datuk Tee is the Director of Malaysian Industry-Government Group for High-Technology ("MiGHT") andMalaysian South-South Corporation Berhad ("MASSCORP"), Country Director of Cambodia, Laos PDR and Micronesiaof MASSCORP, Exco member of Malaysia South-South Association ("MASSA"), Managing Director of MASSCORPTrading Sdn Bhd, Vice President of Master Builders Association Malaysia ("MBAM") and President of the Selangor &Federal Territory Building Association.
He serves as the Vice President of the Federal Territory State Liaison Committee, Malaysian Chinese Association("MCA"), Advisor to the MCA Cheras Division and Chairman of MCA, Taman Yulek Branch, Cheras. He is also theChairman of Confucian Secondary School, ELIM Chapel, ELIM Rehabilitation Centre, Kuala Lumpur Eng Choon HoeyKuan, the Honorary Chairman of Young Malaysians Movement ("YMM"), Xiang Lian Youth Association, the Federation ofXing Yang Associations of Malaysia, Tung Shin Hospital, Chinese Maternity Association, Kuala Lumput, Director ofConfucian Private Secondary School and Council Member of Malaysian Bible Seminary.
As at 30 April 2002, he held 3,173,713 ordinary shares of BPHB and did not have any securities holdings in anysubsidiaries of BPHB.
Except for recurrent related party transactions of revenue nature which are necessary for day-to-day operations of BPHBand its subsidiaries and for which Tan Sri Datuk Tee is deemed to be interested as disclosed on pages 33 and 34 of theAnnual Report, there are no other business arrangements with BPHB in which he has personal interests.
Tan Sri Datuk Tee is a member of the GroupExecutive Committee and RemunerationCommittee.
Tan Sri Datuk Tee attended all four Boardmeetings held during the financial year ended 31December 2001.
13BINA PURI HOLDINGS BHD. (207184-X)
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Dr Tony Tan Cheng KiatFounder Director Dr Tony Tan Cheng Kiat, Malaysian, aged 54, founded Bina Puri Sdn Bhd in 1975 and hasbeen the Executive Chairman since its inception. He was appointed to the Board of Bina Puri Holdings Bhdon 5 November 1990. Dr Tony Tan is responsible for the growth and ongoing development of the company'sbusiness. He was instrumental in the development of a number of major projects throughout Malaysia. Heholds a doctorate in Business Administration and is also a licensed builder. Dr Tony Tan has been successfulin several private business ventures. With his wide experience, he has brought much progress to the group.
As at 30 April 2002, he held 4,376,951 ordinary shares of BPHB (direct and indirect holding) and did not haveany securities holdings in any subsidiaries of BPHB.
Except for recurrent related party transactions of revenue nature which are necessary for day-to-dayoperations of BPHB and its subsidiaries and for which Dr Tony Tan is deemed to be interested as disclosedon pages 33 and 34 of the Annual Report, there are no other business arrangements with BPHB in which hehas personal interests.
Dr Tony Tan is a member of the Group Executive Committee.
Dr Tony Tan attended three of the four Board meetings held during the financial year ended 31 December 2001.
Tee Hock HinDirector Tee Hock Hin, Malaysian, aged 44, was appointed to the Board of Bina Puri Holdings Bhd on 5November 1990. He has held the position of Managing Director of Bina Puri Construction Sdn Bhd since 22August 1996. He is responsible for the overall management of projects and operations. Mr Tee has wideexposure and experience in the management of civil and building construction overseas and in both East andWest Malaysia. He represents the Company on the Board of a number of its subsidiaries.
As at 30 April 2002, he held 2,227,884 ordinary shares of BPHB (direct and indirect holding) and did not haveany securities holdings in any subsidiaries of BPHB.
Except for recurrent related party transactions of revenuenature which are necessary for day-to-day operations ofBPHB and its subsidiaries and for which Mr Tee is deemed tobe interested as disclosed on pages 33 and 34 of the AnnualReport, there are no other business arrangements with BPHBin which he has personal interests.
Mr Tee attended all four Board meetings held during thefinancial year ended 31 December 2001.
Board of Directors
14 BINA PURI HOLDINGS BHD. (207184-X)
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Ng Chai Tee, JPDirector Ng Chai Tee, JP, Malaysian, aged 52, was appointed to the Board of Bina Puri Holdings Bhd on 5November 1990. Mr Ng has more than 20 years experience in building and civil engineering industry. He alsosits on the Board of several other companies.
As at 30 April 2002, he held 2,007,770 ordinary shares of BPHB and did not have any securities holdings inany subsidiaries of BPHB.
Except for recurrent related party transactions of revenue nature which are necessary for day-to-dayoperations of BPHB and its subsidiaries and for which Mr Ng is deemed to be interested as disclosed onpages 33 and 34 of the Annual Report, there are no other business arrangements with BPHB in which he haspersonal interests.
Mr Ng is a member of the Audit Committee.
Mr Ng attended all four Board meetings held during the financial year ended 31 December 2001.
Tay Hock LeeDirector Tay Hock Lee, Malaysian, aged 48, was appointed to the Board of Bina Puri Holdings Bhd on 5November 1990. He has more than 20 years experience in building and civil engineering industry. Mr Tayalso holds directorships in several other companies.
As at 30 April 2002, he held 1,666,707 ordinary shares of BPHB and did not have any securities holdings inany subsidiaries of BPHB.
Except for recurrent related party transactions of revenue nature which are necessary for day-to-dayoperations of BPHB and its subsidiaries and for which Mr Tay is deemed to be interested as disclosed onpages 33 and 34 of the Annual Report, there are no other business arrangements with BPHB in which he haspersonal interests.
Mr Tay attended three of the four Board meetings held during the financial year ended 31 December 2001.
Yusuf Khan Bin Ghows KhanDirector Yusuf Khan bin Ghows Khan, Malaysian, aged 60, was appointed to the Board of Bina Puri HoldingsBhd on 2 February 1994. A lawyer by profession, En Yusuf obtained his Barrister-at-Law (Middle Temple) in1970. He has held numerous positions in the legal arena including Magistrate, Senior Assistant RegistrarHigh Court, Senior President Sessions Court, Assistant Treasury Solicitor (Housing Loan Division), SeniorFederal Counsel and Legal Advisor, Ministry of Defence.En Yusuf is currently in private practice. He is a directorof several private limited companies.
En Yusuf does not have any securities holdings in BPHBor in any subsidiaries of BPHB.
En Yusuf is the Chairman of the Audit Committee, amember of the Remuneration Committee and NominationCommittee.
En Yusuf attended three of the four Board meetings heldduring the financial year ended 31 December 2001.
15BINA PURI HOLDINGS BHD. (207184-X)
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Khalid SufatDirector En Khalid Sufat, Malaysian, aged 46, was appointed to the Board of Bina Puri Holdings Bhd on 15August 2001. He is a Fellow of the Association of Chartered Certified Accountants (FCCA) and also a memberof the Malaysian Institute of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants(MIA).
En Khalid has considerable experience in the banking industry having held position as Managing Director ofBank Kerjasama Rakyat Malaysia Berhad. He was formerly the General Manager, Consumer Banking ofMalayan Banking Berhad and Executive Director of United Merchant Finance Berhad.
His directorship in other public listed companies includes Tronoh Mines Malaysia Bhd. and Amtek HoldingsBhd. He is also a director of several private limited companies.
En Khalid does not have any securities holdings in BPHB or in any subsidiaries of BPHB.
En Khalid is a member of the Audit Committee, Remuneration Committee and Nomination Committee.
En Khalid attended two Board meetings held during the financial year ended 31 December 2001 after hisappointment on 15 August 2001.
Lim Joo KiatDirector Lim Joo Kiat, Malaysian, aged 41, was appointed to the Board of Bina Puri Holdings Bhd on 26December 2001. He holds a Bachelor of Arts (Hons) from the Universiti Kebangsaan Malaysia. He sits in theBoard of several private limited companies. Mr Lim has a vast experience in personnel management andconstruction industry.
Mr Lim is active in providing advice and guidance to associations and social organisations. He serves as,among others, the President of Young Malaysians Movement (YMM) and an Exco member of PersatuanUsahawan Muda Malaysia (PUMM).
Mr Lim does not have any securities holdings in BPHB or in any subsidiaries of BPHB.
He is a member of the Audit Committee, Remuneration Committee and Nomination Committee.
Mr Lim did not attend any of the Board meetings held during the financial year ended 31 December 2001 ashis appointment as Director on 26 December 2001 was after the Fourth Board meeting of BPHB held on 27November 2001.
There are no family relationships between the Directors and/or major shareholders of the Company save forthe following:
1. Tan Sri Datuk Tee Hock Seng, JP, Tay Hock Lee and Tee Hock Hin are brothers. 2. Dr Tony Tan Cheng Kiat is the uncle of Tan Sri Datuk Tee Hock Seng, JP, Tay Hock Lee
and Tee Hock Hin.
Save as disclosed, none of the Directors has
• any conflict of interest with BPHB • convictions for offences within the past ten years other than
traffic offences, if any.
Executive Chairman’s Statement
16 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Dear Shareholders,
On behalf of the Board of Directors of Bina Puri Holdings Bhd, I have the pleasure ofpresenting the Annual Report and Audited Financial Statements of the Group and theCompany for the financial year ended 31 December 2001.
I am also pleased to report that we have maintained the momentum of our recovery in theyear 2000, with a second straight year of profitability.
This is no ordinary achievement, since market conditions in Malaysia and in the regionwere still rather challenging, and the global economy remained sluggish.
The improved performance of the Bina Puri Group of Companies can be attributed to ourinternal policies and measures in consolidation and re-focusing on key strengths, as wellas tight cost control and effective management of margins.
I look forward to the Group continuing our determined march forward, in order to improveshareholders' value and enhance our assets value.
Operational ReviewOur collective efforts have largely prevailed in overcoming challenges, as proven in the results below.
The Construction Division again proved to be the mainstay of the Group, earning revenue of RM 410.1million, compared to RM277.2 million the previous year. It made a profit before tax of RM17.1 million, as
against RM11.2 million the previous year.
The Quarrying & Readymix Division showed a slight decrease in performance with revenue declining slightly fromRM67.9 million in year 2000 to RM61.8 million in the year under review.
However, the Manufacturing Division (Polyol) showed its potential for the Group by registering revenue of RM4.5 millionin the year under review as against RM3.7 million in the year 2000. While it posted a loss of about RM1.0 million in theyear 2000, it has now achieved a profit of RM99,000.
In the year under review, the Manufacturing Divison (Glassware) showed a reduced loss compared to the previous year.
These results are encouraging, showing the steady gains the Group has achieved despite stiff competition and lessfavourable economic circumstances.
Financial PerformanceGiven the performance outlined above, the Bina Puri Group of Companies can be proud of its hard work in maintainingits turnaround to profitability.
The Group has achieved revenue of RM458.7 million in the year under review, as compared to RM320.3 million in 2000.Total profit before tax amounted to RM9.2 million.
The Group's fine performance caused our earnings per share to rise from 5.96 sen in the year 2000, to 14.41 sen in theyear under review. The Shareholders' Fund as at 31st December 2001 was RM 8.8 million.
Board CommitteesThe Board has established various Board Committees with the objective of ensuring corporate governance. Theresponsibilities of the Board Committees have been set out in the statement of Corporate Governance.
DATO’ MOHAMED FEISAL BIN IBRAHIM, D.P.M.PExecutive Chairman
17BINA PURI HOLDINGS BHD. (207184-X)
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DividendOur measures to consolidate our resources and assets have shown positive results. Due to financial prudence tobuild value for the future, the Board of Directors recommends that no dividends be paid for the year under review.
ISO CertificationIn order to provide a complete and comprehensive control and monitoring system in addressing the issue ofquality, Bina Puri Holdings Bhd is embarking on ISO 9001 : 2000 : Quality System Certification, furthercomplementing the Bina Puri Group's of ISO Certificates previously achieved by the subsidiary companies. TheISO Committee was formed in June 2000.
By end of October 2001, the ISO Committee has finalised the Quality System Manual comprising the Company'sQuality Management System, the Quality Policy Statement and Quality Objectives as well as all the StandardOperating Procedures based on the principles and requirements laid out in the new MS ISO 9001:2000Certification.
Following that, a trial implementation of the quality management system, officially commenced with effect from 1stNovember 2001 whereby all staff and subsidiary companies have to comply with Quality System Manual andStandard Operating Procedures that govern all the activities or services by the company. Bina Puri Holdings Bhdis targeting to obtain the ISO 9001: 2000 Certification by June 2002.
Prospects for 2002The path to recovery for the Bina Puri Group of Companies is clearly seen in our performances over the last twoyears. We are thus strategically placed to reap more benefits when the national, regional and global economiesbegin to grow.
As a Group, we have been strengthened by lessons learnt in the past and by new policies that have shown theway to improved performance. We can only get better, with better results to show in the coming years.
AppreciationThe character of a company is best seen in difficult times. That is why I am gratified to say that the workforce ofthe Bina Puri Group of Companies can hold their heads high for their outstanding inner strength and commitment.Their efforts were the decisive factor in the better results chalked up by the Group. I am truly pleased to record myappreciation for their magnificent service.
I am also pleasantly duty bound to salute our valuedshareholders, customers, suppliers, business associates,financiers, and finally, the government authorities whosesupport has played a significant role in our success.
Not least, my sincere appreciation goes to my fellowmembers of the Board. Their insights, business wisdomand perception made a difference to the policies adoptedby the Group in its recovery. I once again look forwardto your continued support and stewardship in theyears ahead. With good wishes to all.
DATO’ MOHAMED FEISAL BIN IBRAHIM, D.P.M.PExecutive Chairman
Group Managing Director’sReview of Operations
18 BINA PURI HOLDINGS BHD. (207184-X)
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IntroductionThe year 2001 brought with it valuable lessons for Bina Puri Holdings Bhd. While we were
consistent in our overall positive growth, there were still areas where much ground has to
be covered to return every Division within the Group to profitability. It showed us that where
outside factors were holding us back, it would be our own hard work and ingenuity that
would eventually allow us to triumph.
Our earlier policies of consolidation and re-focusing on key strengths had set us on the
right path. We were also able to secure new businesses, especially government projects,
amidst tough competition.
Through these projects and the efforts of our dedicated workforce, we achieved revenue of
RM458.7 million in 2001, an improvement over the figure of RM320.3 million recorded in
2000. This has set a new benchmark for the Bina Puri Group of Companies to emulate and
surpass in the coming year.
We also managed to maintain our profitability by chalking up RM9.2 million in profit before
tax for the year 2001. This achievement is a tribute to the teamwork of management and
staff of Bina Puri Group of Companies, who have collectively raised their commitment and
performance levels to make a real difference to the Group's success.
Civil & Building Construction DivisionThe global economy in the year 2001 was rather soft, with the United States economy
going into a mild recession. The repercussions were felt in Asia too, where many national
economies experienced a setback in their projections of growth.
However, the Bina Puri Group of Companies is proud of its overall positive growth. The major contributor to our success
was the Construction Division, which improved on its revenue of RM277.2 million in 2000 to yield RM410.1 million in the
year under review, an increase of 48%.
A significant source of our new businesses came from the public sector. We will continue to focus on this source and
projects funded by the Asian Development Bank and the World Bank.
With our track record as a Class "A" contractor, we are able to secure several major projects. The current projects in hand
are mainly funded by the public sector, which are expected to provide a steady stream of revenue for the Group over the
next two to three years.
For overseas projects, we undertook the construction of the Malaysian Embassy in Beijing and new highways in
Rajashtan and Andhra Pradesh, India.
While these projects enhanced our bottomline, the Division also had to contend with challenges such as intense
competition from other established contractors and slow collection of outstanding payments.
However, I am confident that the Construction Division, in line with its leading role within the Bina Puri Group of
Companies, will rise to the occasion in delivering all projects within or ahead of schedule, and to the high quality standards
of the Group.
TAN SRI DATUK TEE HOCK SENG, JPGroup Managing Director
19BINA PURI HOLDINGS BHD. (207184-X)
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Quarrying & Readymix DivisionThis Division offers synergistic benefits to the Bina Puri Group of Companies by supplying high quality products to our
Construction Division for their projects. The Division also secures its own contracts, such as resurfacing state roads and
the supply of bituminous premix and crushed aggregates, both awarded by JKR Selangor. The quarry and plant which
located at Sg Long, Hulu Langat, Selangor, also produces readymix concrete, readymix plaster and unbaked clay bricks.
However, due to slower overall demand within the construction industry and lower prices, this Division recorded lower
revenue at RM61.8 million for the year under review.
Manufacturing DivisionThe glassware manufacturing operations ceased in the year 1999 due to adverse economic conditions. The Polyol
operations showed its vast potential by increasing its revenue from RM3.7 million in 2000 to RM4.5 million in 2001. Its
profit in 2001 was RM99,000 a commendable improvement over the previous year's loss of about RM1.0 million.
The Polyol operations, spearheaded by Maskimi Polyol Sdn Bhd, have increased sales to export markets such as
Vietnam, the Philippines, Kuwait, Australia, China, Singapore and Brunei. The CFC-free natural polyurethane polyol is
used in the construction industry and in cool room systems.
To enhance the research and development efforts, Maskimi Polyol Sdn Bhd has applied for a grant of RM4 million from
the Malaysian Government.
Human ResourcesPeople have always been vital in the growth policies of the Bina Puri Group of Companies, and we are committed to
boosting performance and creativity towards that end. It is imperative that we develop our assets in human resources to
the fullest.
We have continued to invest in training programmes and seminars to help staff and management at all levels to increase
their knowledge, skills and innovation. We will pursue this enhancement of human skills as it is part of our Corporate
Culture.
To reward performing staff and well managed sites, we have
the Best Employee Awards and Best Site Awards. Our Kelab
Sukan & Sosial Bina Puri, organised numerous trips, blood
donation campaign, indoors and outdoors activities to foster
closer ties among the management and staff.
Group Managing Director’sReview of Operations
20 BINA PURI HOLDINGS BHD. (207184-X)
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Corporate ResponsibilityAs a Group that aspires to be a world-class organisation achieving corporate excellence, we have included social
responsibility as one of our major concerns.
We have continued with our award of scholarships and excellence awards to children of our staff, reinforcing our
commitment towards forging a family atmosphere within the Bina Puri Group of Companies.
No less emphasis has been placed on our community projects, where we participated in blood donation campaign and
providing financial assistance to local communities who are in need.
AppreciationIt is always my pleasure to give credit where it is due. Without hesitation, I am indeed happy to acknowledge the excellent
contributions of our dedicated staff and management.
The Board of Directors also join me in sincerely thanking all our valued clients in the government and private sectors,
suppliers, sub-contractors and consultants for their valuable cooperation and contributions to the Bina Puri Group of
Companies.
I am also indebted to my colleagues on the Board for their insights and contributions in steering the Group towards the
path of growth. Finally, our shareholders deserve to be praised for their loyal support all these years.
TAN SRI DATUK TEE HOCK SENG, JP
Group Managing Director
Share Performance Chart
21BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Share Price(RM)
02/01/2001 31/12/2001
1.2
50000
100000
150000
200000
250000
400000
300000
350000
0
1.0
0.8
0.2
Share Price Total Volume
0
0.6
0.4
Total Volume
Group Five-Year Summary
22 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Revenue 458,713 320,251 339,003 372,301 478,195
Profit / (Loss) before taxation 9,236 5,738 (12,867) (52,400) 5,640
Profit / (Loss) for the year 5,765 2,385 (12,030) (50,735) 1,104
Dividend (Net) - - - - 864
Issued share capital 40,000 40,000 40,000 40,000 40,000
Shareholders’ funds 8,769 3,004 619 12,649 63,384
Total assets employed 425,479 389,678 418,398 500,749 475,156
Net Earnings / (loss) per share (sen) 14.41 5.96 (30.07) (126.8) 2.80
Net tangible assets per share (RM) 0.22 0.08 0.02 0.32 1.58
2001(RM’000)
2000(RM’000)
1999(RM’000)
1998(RM’000)
1997(RM’000)
0
100
200
300
400
500
-60-50
-40-30
-20-10
010
010
2030
4050
6070
80
0100
200300
400500
600
-150-120-90
-60-30
0
30
0.0
0.5
1.0
1.5
2.0
Revenue (RM Million)
Total Assets Employed (RM Million)
Net Earnings / (Loss) Per Share
(sen)
Net Tangible Asstes Per Share
(RM)Shareholders' Funds (RM Million)
Profit / (Loss) Before Taxation
(RM Million)
2001
20001999 1998
1997
2001
2001
2000
1999
1998
1997
2000 1999
1998
1997
2001 20001999
1998
1997
2001 2000
1999
1998
1997
2001 2000 19991998
1997
Group Financial Calendar
23BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
INCOME STATEMENT
Revenue 458,713 320,251 +43%Profit before taxation 9,236 5,738 +61%Profit after taxation 4,743 2,932 +62%
BALANCE SHEET
Total assets employed 425,479 389,678 +9%Shareholders’ funds 8,769 3,004 +192%
RATIOS
Net earnings per share (sen) 14.41 5.96 +142%Net tangible assets per share (RM) 0.22 0.08 +175%
Group Financial Highlights
2001RM’000
2000RM’000
Changes%
FINANCIAL YEAR
1 January 2001 to 31 December 2001
ANNOUNCEMENT OF RESULTS
First Quarter announced on 25 May 2001Second Quarter announced on 29 August 2001Third Quarter announced on 27 November 2001Fourth Quarter and Full year announced on 28 February 2002
ISSUE OF 2001 ANNUAL REPORT
5 June 2002
ELEVENTH ANNUAL GENERAL MEETING
27 June 2002
Calendar of Events 2001/2002
24 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
19-21 May 2001
126 members of Kelab Sukan & Sosial Bina Puri (KSSBP)enjoyed their trip to the beautiful Tioman Island, Johor.
28 June 2001
Bina Puri Holdings Bhd held its 10th AGM at Wisma BinaPuri , Selayang.
24 July 2001
The Group Human Resources & Administrationpersonnel joined a dialogue with Y. Bhg Dato'Ismail Abd Rahim, Director General of IndustrialRelations during their courtesy visit to IndustrialRelations (IR) & Labour Office, Ministry of HumanResources, Malaysia.
31 July 2001
YAB Dato' Seri Shahidan Kassim, Menteri Besar ofPerlis presented the mock-keys to the purchasers ofTaman Beseri Murni, Perlis.
May2001
June2001
July2001
25BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
1 August 2001
Commencement of Tada-Nellore Section of NH-5, widening and strengthening the existing roadfrom two-lane highway to four-lane tollway,Andhra Pradesh, India.
18 August 2001
Yang Amat Berhormat Dato Seri Dr Mahathir Mohamed, PrimeMinister of Malaysia graciously launched the MalaysianBusiness Centre in Kampala, Uganda. The centre wasestablished by Masscorp Bhd., where Bina Puri is member.
26 August 2001
730 KSSBP members and their familiesgathered at Stadium Majlis PerbandaranSelayang (MPS) to enjoy the Bina PuriFun-Filled Day 2001.
10 August 2001
The Group ManagingDirector, Y. Bhg Tan SriDatuk Tee Hock Seng, JP,was conferred the MasterBuilders' Silver Award byMaster Builder AssociationMalaysia (MBAM).
13-15 August 2001
Sg Long Fire FightingSquad competing in'Pertandingan KawadKecekapan' Selangor.
Aug2001
Calendar of Events 2001/2002
26 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
10-14 September 2001
Bina Puri participated in theMalaysian Construction IndustryAward 2001 and won the 'Best Trait'under category of 'Painting &Drywall' organised by ConstructionIndustry Development Board at theMines Exhibition Centre.
25 October 2001
The signing of Memorandum ofUnderstanding (MoU) betweenMaskimi Polyol Sdn Bhd andUniversity of Malaya under theIndustry Grant Scheme (IGS) forresearch and development activitiesof Maskimi Polyol.
26 October 2001
170 members of Kelab Sukan &Kebajikan Sg Long Industries(KSKSLI) enjoyed their trip tothe legend island, Langkawi.
30-31 October 2001
SIRIM Re-AssessmentAudit was conducted atParcel E (Sub-Package 2),Putrajaya project site forBina Puri Sdn Bhd andBina Puri Construction SdnBhd.
Sept2001
Oct2001
27BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Nov2001
18 November 2001
Commencement of 'Rehabilitation andUpgrading to 4/6 Lane Divide Carriagewayfrom Mangalwar (KM 172) to Chittorgarh (km220) Section of NH-76, Package V in theState of Rajasttan, India. The project iscarried out by Madhucon-Bina Puri JV.
30 November 2001
Eluru Bypass was opened to public by MajorGeneral. B.C Khanduri, AVSM (Retd), TheHonourable Union Minister of State for Transport& Highways, Government of India. Eluru Bypassis one of the bypasses in Vijayawada-EluruExpressway, India.
9 January 2002
SIRIM QAS Sdn Bhd conducted the AdequacyAudit on Bina Puri Holdings Bhd QualitySystem Manual. Bina Puri Holdings Bhd islooking forward to be certified under ISO 9001: 2000 Quality Management System.
January 2002
Formation ent of Bina Puri Fire Fighting Squad (FFS).The squad had undergone a comprehensive trainingbetween 11 Jan - 2 Feb 2002, conducted by theJabatan Bomba dan Penyelamat Malaysia from BalaiBomba Bandar Baru Selayang.
Jan2002
Calendar of Events 2001/2002
28 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Mar2002
21-25 March 2002
Bina Puri participated in the InternationalConstruction Industry Exhibitionorganised by National Academy ofConstruction (NAC), Hyderabad, India.
11- 23 March 2002
Executive Chairman, Y. Bhg Dato' Mohamed FeisalIbrahim & Group Managing Director, Y. Bhg Tan SriDatuk Tee Hock Seng, JP participated in the official visitof the Prime Minister of Malaysia to Poland, Russia andGermany.
2-11 Feb 2002
Several government representatives fromthe Papua New Guinea (PNG) visitedBina Puri.
28 Feb 2002
Bina Puri monthly assembly was held at Parcel E (Sub-Package 2) project site, Putrajaya.
Feb2002
29BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Mar2002
Apr2002
29 March 2002
Kelab Sukan & SocialBina Puri organised its7th Annual GeneralMeeting at WismaBina Puri.
4-5 April 2002
SIRIM QAS Sdn Bhd conducted theCompliance Audit on the Quality ManagementSystem of Bina Puri Holdings Bhd.
24 April 2002
Dr Mat Rebi Abd Rani, General Manager,Operations representing Y.Bhg Datuk LeeLam Thye, Chairman of National Institute ofOccupational Safety & Health, Malaysia,NIOSH launched the Bina Puri SafetyCampaign.
29 March 2002
Y. Bhg Dato' IsmailAbd Rahim, DirectorGeneral of IndustrialRelations, Ministry ofHuman Resources,Malaysia presentedthe Bina Puri BestEmployees and BestSite Awards 2001.
Responsibility Statement bythe Board of Directors
30 BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
The Directors are collectively responsible for ensuring that the financial statements are drawn up in accordance with therequirements of the applicable Approved Accounting Standards in Malaysia, the provisions of the Companies Act, 1965and the Listing Requirements of the Kuala Lumpur Stock Exchange (“KLSE”).
The Directors have to ensure that the financial statements for each financial year present a true and fair view of the stateof affairs of the Group and the Company at the end of the financial year and of the results and cash flows of the Groupand the Company.
In preparing the financial statements, the Directors have :
1. selected suitable accounting policies and applied them consistently;2. made judgements and estimates that are reasonable and prudent;3. ensure that all applicable accounting standards have been followed; and4. prepared financial statements on the going concern basis as the Directors have a reasonable expectation,
having made enquiries, that the Group and Company have adequate resources to continue in operational existence for the foreseeable future and that the Group and Company have secured significant government projects.
The Directors have also taken the necessary steps, as are reasonably open to them, to ensure that appropriate systemsare in place for the assets of the Group and the Company to be adequately safeguarded through the prevention anddefection of fraud and other irregularities and material misstatements.
Financial Statements
31
Directors’ Report 32
Auditors’ Report 36
Consolidated Balance Sheet 38
Consolidated Income Statement 39
Consolidated Statement of Changes in Equity 40
Consolidated Cash Flow Statement 41
Balance Sheet 43
Income Statement 44
Statement of Changes in Equity 44
Cash Flow Statement 45
Accounting Policies and Explanatory Notes 47
Statement by Directors 79
Statutory Declaration 79
Directors’ Report
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 132
The directors have pleasure in submitting their report and the audited financial statements of the Group and of theCompany for the financial year ended 31 December 2001.
PRINCIPAL ACTIVITIES
The principal activities of the Company consist of the provision of project management services and investment holding.The principal activities of the subsidiary companies are disclosed in note 3 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
RESULTS
Profit after taxationMinority interests
Net profit for the yearAccumulated loss brought forward
Accumulated loss carried forward
DIVIDEND
No dividend has been paid or declared by the Company since the end of the previous financial year and the directors donot recommend any dividend for the current financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year.
ISSUE OF SHARES AND DEBENTURES
The Company did not issue any shares or debentures during the financial year.
DIRECTORS
The directors in office since the date of the last report are:
Dato’ Mohamed Feisal bin IbrahimTan Sri Datuk Tee Hock Seng, JPDr Tan Cheng KiatTee Hock HinNg Chai Tee, JPTay Hock LeeYusuf Khan bin Ghows KhanKhalid bin Sufat (appointed on 15.8.2001)Lim Joo Kiat (appointed on 26.12.2001)Dato’ Anad Krishnan A/L Muthusamy (resigned on 7.8.2001)
GroupRM'000
4,7431,022
5,765(57,177)
(51,412)
CompanyRM'000
1,564-
1,564(7,030)
(5,466)
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 133
In accordance with the Company’s Articles of Association, Khalid bin Sufat and Lim Joo Kiat who were appointed to theboard subsequent to the date of the last annual general meeting retire from the board at the forthcoming annual generalmeeting together with Tan Sri Datuk Tee Hock Seng, JP, Ng Chai Tee, JP and Tee Hock Hin who retire by rotation. Theretiring directors, being eligible, offer themselves for re-election.
DIRECTORS’ INTERESTS IN SHARES
The following directors who held office at the end of the financial year had an interest in shares in the Company as follows:
Dato’ Mohamed Feisal bin IbrahimTan Sri Datuk Tee Hock Seng, JPDr Tan Cheng KiatTee Hock HinNg Chai Tee, JPTay Hock Lee
* Includes beneficial interest held under nominee companies.
By virtue of their interest in shares in the Company, all the abovenamed directors except for Dato’ Mohamed Feisal binIbrahim are deemed to be interested in shares in the subsidiary companies to the extent that the Company has an interest.
Additionally, Tan Sri Datuk Tee Hock Seng, JP was also indirectly interested in shares in Sungai Long Industries Sdn Bhd,a subsidiary company, as follows:
Tan Sri Datuk Tee Hock Seng, JP
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no director of the Company has received or become entitled to receive anybenefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which thedirector is a member, or with a company in which the director has a substantial financial interest except for any benefitwhich may be deemed to have arisen from the following transactions which were carried out in the ordinary course ofbusiness :
(a) Purchases of diesel by subsidiary companies totaling RM2,579,000 from Syarikat Hoong Wah Trading, a firm in which Tan Sri Datuk Tee Hock Seng, JP has a substantial financial interest,
(b) Project management fee totaling RM15,000 paid by a subsidiary company to Ideal Heights Properties Sdn Bhd, a company in which Dr Tan Cheng Kiat, Ng Chai Tee, JP, Tan Sri Datuk Tee Hock Seng, JP, Tee Hock Hin and Tay Hock Lee have substantial financial interests,
(c) Progress billing totaling RM318,000 made by a subsidiary company to Ideal Heights Properties Sdn Bhd,
• Shares of RM1 each •
590,0003,125,7134,376,9512,171,8842,007,7701,666,707
At1.1.2001 Bought Sold
At31.12.2001
153,00028,000
-45,000
--
------
743,0003,153,7134,376,9512,216,8842,007,7701,666,707
**
• Shares of RM1 each •
1,820,000
At1.1.2001 Bought Sold
At31.12.2001
- - 1,820,000
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Directors’ Report
34
(d) Purchase of property, plant and equipment totaling RM27,000 by a subsidiary company from Ideal Heights Properties Sdn Bhd,
(e) Sales of ready-mix products by a subsidiary company totaling RM24,000 to Perkasa Sutera Sdn Bhd, a company in which Dato’ Mohamed Feisal bin Ibrahim has a substantial interest,
(f) Purchase of air tickets by the Company and subsidiary companies totaling RM73,000 and RM589,000, respectively, from Sea Travel & Tours Sdn Bhd, a company in which Tan Sri Datuk Tee Hock Seng, JP has a substantial financial interest, and
(g) Payment of legal fees by a subsidiary company totaling RM22,000 to Yusuf Khan & Pathmanathan, a firm of which Yusuf Khan bin Ghows Khan is a member.
Neither during nor at the end of the financial year was the Company a party to any arrangements whose object is toenable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of theCompany or any other body corporate.
OTHER STATUTORY INFORMATION
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps:
i. to ascertain the action 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; and
ii. to ensure that any current assets which were unlikely to realise in the ordinary course of business their value as shown in the accounting records of the Group and of the Company had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances:
i. which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent, or
ii. which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading, or
iii. which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(c) At the date of this report, there does not exist:
i. any charge on the assets of the Company or its subsidiary companies which has arisen since the end of the financial year which secures the liabilities of any other person, or
ii. any contingent liability of the Company or its subsidiary companies which has arisen since the end of the financial year.
(d) No contingent or other liability of the Company or its subsidiary companies 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 affect the ability of the Company or its subsidiary companies to meet their obligations as and when they fall due.
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 135
(e) 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 respective financial statements misleading.
(f) In the opinion of the directors:
i. the results of the operations of the Group and of the Company for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and
ii. 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 to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.
AUDITORS
The auditors, Moores Rowland, have expressed their willingness to continue in office.
On behalf of the directors
DATO’ MOHAMED FEISAL BIN IBRAHIM TAN SRI DATUK TEE HOCK SENG, JPDirector Director
29th April 2002
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Auditors’ Report
36
We have audited the financial statements of the Group and of the Company set out on pages 38 to 78. Thepreparation of the financial statements is the responsibility of the Company’s directors. Our responsibilityis to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with approved auditing standards issued by the Malaysian Instituteof Accountants. These standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. An audit includes examining, ona test basis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes an assessment of the accounting principles used and significant estimates made by the directorsas well as an evaluation of the overall presentation of the financial statements.
We believe our audit provides a reasonable basis for our opinion. We report as follows:
1. We have been unable to ascertain the recoverability of amounts owing by customers totaling RM21,239,000 included as part of "Trade receivables" on the consolidated balance sheet set out on page 38.
2. We have also been unable to ascertain the recoverability of amounts owing by subsidiaries totaling RM31,706,000 included as part of "Amounts owing by subsidiary companies" on the balance sheet set out on page 43.
3. We have not been able to ascertain if the deferred projects referred to in note 6 to the financial statements will be awarded or commenced or revived (as the case may be) in the foreseeable future, and if so, whether future revenues will be sufficient to recover these expenditure and advances in addition to meeting future contract expenditure.
In our opinion, except for the effects of such adjustments, if any, as might have been determined to benecessary had we been able to satisfy ourselves as to the abovementioned matters:
(a) the financial statements have been properly drawn up:
i. so as to give a true and fair view of the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group and of the Company;
ii. in accordance with the provisions of the Act so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2001 and of their results and cash flows for the year ended on that date;
iii. in accordance with applicable approved accounting standards.
(b) the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiary companies have been properly kept in accordance with the provisions of the Act.
Except for those financial statements which were subject to audit qualifications as indicated in explanatorynote 3 to the financial statements, we are satisfied that the financial statements of the subsidiary companiesthat have been consolidated with the Company’s financial statements are in form and content appropriateand proper for the purposes of the preparation of the consolidated financial statements and we havereceived satisfactory information and explanations required by us for those purposes.
Except for those financial statements as indicated in explanatory note 3 to the financial statements, theauditors’ reports on the financial statements of the subsidiary companies were not subject to anyqualification, and in respect of subsidiary companies incorporated in Malaysia, did not include any commentmade under Section 174 (3) of the Act.
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 137
Without affecting our audit opinion as set out above, we draw attention to the matters set out in note 1(a) tothe financial statements which raise doubt about the immediate ability of the Group and Company tocontinue as going concerns.
MOORES ROWLAND TANG KIN KHEONGNo. AF: 0539 No. 1501/9/03 (J/PH)
Chartered Accountants Partner
29th April 2002
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Consolidated Balance Sheet31 December 2001
38
NON-CURRENT ASSETS
Property, plant and equipmentInvestment in associated companiesOther investmentsDeferred project expenditureLand held for development
CURRENT ASSETS
Land under developmentGross amount due from customersInventoriesTrade receivablesSundry receivables, deposits and prepaymentsAmount owing by associated companiesTax recoverableDepositsCash and bank balances
Less:CURRENT LIABILITIES
Gross amount due to customersContract income received in advanceTrade payablesSundry payables and accrualsAmount owing to associated companiesHire purchase and finance lease liabilitiesTaxationBank borrowings
NET CURRENT LIABILITIES
Financed by:SHARE CAPITALSHARE PREMIUM (non-distributable)MERGER RESERVE (non-distributable)OTHER CAPITAL RESERVES (non-distributable)ACCUMULATED LOSS
MINORITY INTERESTS
NON-CURRENT AND DEFERRED LIABILITIES
Long term loansHire purchase and finance lease liabilitiesDeferred taxationDeferred contract revenueRetirement benefits
2000RM'000
104,367 3,548 1,529
32,920 12,469
154,833
5,520 16,093
4,401 156,733
22,162 814
3,448 12,419 13,255
234,845
11,961 11,462
111,314 42,257
169 1,406 1,583
168,921
349,073
(114,228)
40,605
40,000 4,209
40 15,932
(57,177)
3,004
14,503
11,0491,9763,328 6,027
718
40,605
2001RM'000
100,435 1,5531,462
30,81912,499
146,768
4,840 31,550
3,577 178,530
15,418 11,216 4,077
19,235 10,268
278,711
20,294 2,281
119,425 31,873
596 2,931 3,827
206,094
387,321
(108,610)
38,158
40,000 4,209
40 15,932
(51,412)
8,769
13,152
1,407 4,434 3,640 6,027
729
38,158
Note
24567
89
10111214
1516
917
1418
19
20
21
221823
24
Accounting policies and explanatory notes are set out on pages 47 to 78
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Consolidated Income Statement forthe Year Ended 31 December 2001
39
Revenue
Cost of sales
Gross profit
Other operating income
Project expenditure (previously deferred) written off
Administrative and general expenses
Profit from operations
Share of profits less losses of associated companies
Investment income
Finance costs
Profit before taxation
Taxation - Group- Share of taxation of associated companies
Profit after taxation
Minority interests
Net profit for the year
Earnings per share (sen)
Dividend per share (sen)
2000RM'000
320,251
(261,546)
58,705
4,606
(71)
(46,409)
16,831
721
1,962
(13,776)
5,738
(2,515)
(291)
2,932
(547)
2,385
5.96
-
2001RM'000
458,713
(393,720)
64,993
4,051
(2,131)
(44,530)
22,383
(1,176)
556
(12,527)
9,236
(4,524)
31
4,743
1,022
5,765
14.41
-
Note
25
26
27
28
29
30
31
Accounting policies and explanatory notes are set out on pages 47 to 78
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Consolidated Statement of Changes in Equityfor the Year Ended 31 December 2001
40 Accounting policies and explanatory notes are set out on pages 47 to 78
Balance at 1.1.2000
Net profit for the year
Transfer of reserves
Balance at 31.12.2000
Net profit for the year
Balance at 31.12.2001
SharecapitalRM'000
40,000
-
-
40,000
-
40,000
SharepremiumRM'000
4,209
-
-
4,209
-
4,209
MergerreserveRM'000
40
-
-
40
-
40
Othercapital
reservesRM'000
14,402
-
1,530
15,932
-
15,932
Accumulatedloss
RM'000
(58,032)
2,385
(1,530)
(57,177)
5,765
(51,412)
TotalRM'000
619
2,385
-
3,004
5,765
8,769
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Consolidated Cash Flow Statementfor the Year Ended 31 December 2001
41
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation
Adjustments for:(Discount)/Goodwill on consolidation written off(Gain)/Loss on disposal of property, plant and equipmentAllowance for doubtful debtsDepreciationImpairment loss in other investmentsInterest expenseInterest incomeInventories written offLoss on disposal of other investmentsProfit accrued on the percentage of completion methodProject expenditure (previously deferred) written offProperty, plant and equipment written offProvision for retirement benefitsShare of profits less losses of associated companiesSundry receivables and deposits written off
Operating profit before working capital changes
Changes in gross amount due from/to customersChanges in inventoriesChanges in receivablesChanges in payables
Cash (used in)/generated from operations
Deferred project expenditureLand development expenditureTax paidRetirement benefits paid
Net cash (used in) / generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Advances to associated companiesInterest receivedProceeds from disposal of other investmentsProceeds from disposal of property, plant and equipmentPurchase of additional shares in an existing subsidiary company,
Sungai Long Bricks Sdn BhdPurchase of other investmentsPurchase of property, plant and equipment (see note 33)Subscription of shares in a new subsidiary company,
Sungai Long Plaster Industries Sdn BhdWithdrawal/(Placement) of fixed deposits
Net cash (used in)/generated from investing activities
2000RM'000
5,738
213 501
9,661 9,919
-13,776 (1,108)
11 3
2,075 71
149 184
(721)139
40,611
(36,332)(1,446)(7,991)34,297
29,139
(3,306)(4,659)(2,748)
(122)
18,304
(87)1,108
29 3,014
-(99)
(2,952)
2 321
1,336
2001RM'000
9,236
(288)(556)
11,202 8,405
295 12,527
(567)-4
29,305 2,131
45 146
1,176 59
73,120
(30,257)824
(35,473)(10,587)
(2,373)
(30)(30)
(2,597)(155)
(5,185)
(393)567
32 2,784
(196)(264)
(3,667)
-(6,752)
(7,889)
Accounting policies and explanatory notes are set out on pages 47 to 78
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Consolidated Cash Flow Statement for theYear Ended 31 December 2001
42 Accounting policies and explanatory notes are set out on pages 47 to 78
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from associated companiesDividend paid to minority shareholders of subsidiariesInterest paidIssue of shares to minority shareholders of subsidiariesRepayment of hire purchase and finance lease liabilitiesRepayment of term loansRepayment of trust receipts, bankers acceptances and
revolving creditTrust receipts, banker acceptances and revolving credit received
Net cash generated from/(used in) financing activities
NET DECREASE IN CASH AND CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS BROUGHT FORWARD
CASH AND CASH EQUIVALENTS CARRIED FORWARD
Represented by:
Cash and bank balancesFixed depositsBank overdrafts
2000RM'000
35 (20)
(13,776)240
(1,644)(2,409)
(13,892)-
(31,466)
(11,826)
(9,215)
(21,041)
13,255 201
(34,497)
(21,041)
2001RM'000
- (245)
(15,795)400
(1,740)(4,030)
(24,437)52,365
6,518
(6,556)
(21,041)
(27,597)
10,268 265
(38,130)
(27,597)
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Balance Sheet - 31 DECEMBER 2001
43
NON-CURRENT ASSETS
Property, plant and equipmentInvestment in subsidiary companiesInvestment in associated companyOther investmentsDeferred project expenditure
CURRENT ASSETS
Sundry receivables, deposits and prepaymentsAmounts owing by subsidiary companiesAmounts owing by associated companiesTax recoverableDepositsCash and bank balances
Less:CURRENT LIABILITIES
Sundry payables and accrualsAmount owing to subsidiary companiesBank borrowings
NET CURRENT LIABILITIES
Financed by:SHARE CAPITALSHARE PREMIUM (non-distributable)ACCUMULATED LOSS
NON-CURRENT LIABILITY
Deferred taxation
* Represents RM4
2000RM'000
25,299 22,659
* 691
13,942
62,591
7,644 38,008
413 2,217 7,064
186
55,532
4,298 16,474 59,862
80,634
(25,102)
37,489
40,000 4,209
(7,030)
37,179
310
37,489
2001RM'000
24,612 22,659
* 360
12,720
60,351
2,477 38,473
7,651 2,072 7,329
735
58,737
4,466 22,034 53,502
80,002
(21,265)
39,086
40,000 4,209
(5,466)
38,743
343
39,086
Note
23456
121314
15
1319
20
23
Accounting policies and explanatory notes are set out on pages 47 to 78
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Income Statement for theYear Ended 31 December 2001
44
Revenue
Other operating income
Project expenditure (previously deferred) written off
Administrative and general expenses
Profit from operations
Investment income
Finance costs
Profit before taxation
Taxation
Net profit for the year
2000RM'000
6,772
601
-
(3,877)
3,496
2,319
(4,490)
1,325
(820)
505
2001RM'000
7,653
551
(1,262)
(3,057)
3,885
2,966
(4,269)
2,582
(1,018)
1,564
Note
25
27
28
29
30
Balance at 1.1.2000
Net profit for the year
Balance at 31.12.2000
Net profit for the year
Balance at 31.12.2001
SharecapitalRM'000
40,000
-
40,000
-
40,000
Accounting policies and explanatory notes are set out on pages 47 to 78
SharepremiumRM'000
4,209
-
4,209
-
4,209
Accumulatedloss
RM'000
(7,535)
505
(7,030)
1,564
(5,466)
TotalRM'000
36,674
505
37,179
1,564
38,743
Statement of Changes in Equity forthe Year Ended 31 December 2001
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Cash Flow Statement for theYear Ended 31 December 2001
45
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation
Adjustments for:Allowance for doubtful debtsDepreciationDividend incomeGain on disposal of property, plant and equipmentImpairment loss in other investmentsInterest expenseInterest incomeLoss on disposal of other investmentsProject expenditure (previously deferred) written offProperty, plant and equipment written offSundry receivables written off
Operating profit before working capital changes
Changes in receivablesChanges in payables
Cash generated from operationsDeferred project expenditure
Net cash generated from operating activities
CASH FLOWS FROM INVESTING ACTIVITIES
Dividend receivedWithdrawal of fixed depositsProceeds from disposal of property, plant and equipmentPurchase of property, plant and equipment (see note 33)Purchase of other investmentsProceeds from disposal of other investments(Advances to)/Repayment from subsidiary companiesAdvances to associated companiesInterest received
Net cash generated from investing activities
CASH FLOWS FROM FINANCING ACTIVITIES
Advances from/(Repayment to) subsidiary companiesRepayment of hire purchase liabilitiesRepayment of revolving creditInterest paid
Net cash used in financing activities
2000RM'000
1,325
2 1,096
-(101)
-4,490
(2,321)--
14 32
4,537
7,560 (6,863)
5,234 (254)
4,980
-343 376
(219)(10)
5 4,480
(17)250
5,208
(1,099)(145)
(5,730)(3,978)
(10,952)
2001RM'000
2,582
-788
(3,000)-
295 4,269 (265)
4 1,262
--
5,935
(2,064)1,905
5,776 (40)
5,736
2,160 --
(101)-
32 (465)
(7)265
1,884
3,475 -
(6,191)(3,921)
(6,637)
Accounting policies and explanatory notes are set out on pages 47 to 78
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Cash Flow Statement for theYear Ended 31 December 2001
46 Accounting policies and explanatory notes are set out on pages 47 to 78
NET INCREASE / (DECREASE) IN CASH AND CASHEQUIVALENTS
CASH AND CASH EQUIVALENTS BROUGHT FORWARD
CASH AND CASH EQUIVALENTS CARRIED FORWARD
Represented by:
Cash and bank balancesFixed depositsBank overdrafts
2000RM'000
(764)
(7,042)
(7,806)
186-
(7,992)
(7,806)
2001RM'000
983
(7,806)
(6,823)
735 265
(7,823)
(6,823)
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notesfor the Year Ended 31 December 2001
47
1. SIGNIFICANT ACCOUNTING POLICIES
(a) Fundamental accounting concept
As at 31 December 2001, current liabilities exceeded current assets by RM108,610,000 for the Group and RM21,265,000 for the Company. Included in current liabilities are bank borrowings repayable on demand or in instalments due within the next 12 months totaling RM206,094,000 for the Group and RM53,502,000 for the Company (see note 19). Further, the Company has provided guarantees to financial institutions for credit facilities granted to subsidiaries (see note 37), including certain subsidiaries which may not be able to continue as going concerns or which are no longer going concerns (see note 3).
The abovementioned factors indicate that the Group’s and Company’s operations are, to a large extent, being financed by creditors whose continuing financial support is necessary if the Group and Company were to remain as going concerns. In particular, continuation of the operations is dependent on the ability of the Group and the Company to negotiate for a restructuring of its existing short term bank borrowings, as well as for additional credit facilities to finance on-going and deferred projects.
As there is presently no assurance that such negotiations will be successful, the Group and the Company may not be able to continue as going concerns, and therefore, may not be able to realise its assets and discharge its liabilities in the normal course of business. The financial statements have been prepared under the going concern concept and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should continuing financial support from creditors be unavailable, resulting in the Group and Company being unable to remain as going concerns.
(b) Basis of accounting
The financial statements comply with applicable approved accounting standards issued by the Malaysian Accounting Standards Board and have been prepared under the historical cost convention unless otherwise indicated in the accounting policies set out below.
(c) Subsidiary companies
A subsidiary company is a company in which the Company, directly or indirectly, controls more than half of the voting power or issued share capital or controls the composition of the board of directors.
The Company’s interests in subsidiary companies are stated at cost less impairment losses. Impairment losses are charged to the income statement.
On disposal, the difference between the net disposal proceeds and the carrying amount of the subsidiary company disposed of is taken to the income statement.
(d) Basis of consolidation
The consolidated financial statements incorporate the financial statements of the Company and of all its subsidiary companies made up to the end of the financial year. All inter-company transactions are eliminated on consolidation and the consolidated financial statements reflect external transactions only. All subsidiary companies are consolidated on the acquisition method of accounting except for Bina Puri Sdn Bhd which is consolidated on the merger method of accounting.
Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed of during the financial year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiary companies’ net assets are determined and these values are reflected in the consolidated financial statements.
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
48
The difference, if any, between the acquisition cost and these fair values is reflected as goodwill or discount on acquisition as appropriate. However, if the amounts involved are immaterial, goodwill or discount on acquisition is taken to the income statement as and when they arise.
Where goodwill is considered to be capable of generating future economic benefits, it is capitalised in the financial statements and amortised on the straight line basis over its estimated useful life or 25 years, whichever is shorter; otherwise it is written off in the income statement in the year of acquisition. The carrying amount and amortisation period is reviewed annually, and goodwill is written down when, in the opinion of the directors, its value has deteriorated or when it ceases to have a useful life.
Discount on acquisition is retained in the balance sheet and credited to the income statement over a suitable period decided in relation to the particular circumstances which gave rise to it.
Under the merger method of accounting, the results of subsidiary companies are accounted for on a full year basis irrespective of the date of merger.
The difference between the nominal value of the shares issued plus any cash paid as consideration for the merger and the nominal value of the share capital of the subsidiary companies acquired is reflected as merger reserve.
Minority interest represents the interests of outside members in the operating results and net assets of subsidiary companies.
(e) Associated companies
The Group treats as associated companies those companies in which the Group holds a long term equity interest of between 20% and 50%, has representation on the board of directors and is in a position to exercise significant influence over financial and operating policies.
The Company’s interests in associated companies are stated at cost less impairment losses. Impairment losses are charged to the income statement.
On disposal, the difference between net disposal proceeds and the carrying amount of the associated company disposed of is taken to the income statement.
Investments in associated companies are accounted for in the consolidated financial statements by the equity method of accounting. The equity method of accounting involves recognising in the consolidated income statement the Group’s share of the results of associated companies for the financial year. The Group’s investments in associated companies are carried in the consolidated balance sheet at an amount that reflects its share of the net assets of the associated companies and includes goodwill or discount on acquisition.
Equity accounting is discontinued when the carrying amount of the investment in an associated company diminishes by virtue of losses to zero, unless the Group has incurred or guaranteed obligations in respect of the associated company.
Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of associated companies to ensure consistency of accounting policies with the Group.
The results and reserves of associated companies are accounted for in the consolidated financial statements based on audited financial statements made up to the end of the financial year.
(f) Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in-first-out basis.
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 149
(g) Property, plant and equipment
i. Measurement basis
Property, plant and equipment are stated at cost less accumulated depreciation and impairment losses, if any.
Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value and net realisable value.
The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such an indication exists, the assets’ recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an item of property, plant and equipment exceeds its recoverable amount. The impairment loss is charged to the income statement. Any subsequent increase in recoverable amount is reduced by the amount that would have been recognised as depreciation had the write-down or write-off not occurred.
ii. Leased assets
Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases are stated at amounts equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and any impairment losses.
In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the lease, if this is practicable to determine; if not, the Group’s incremental borrowing rate is used.
All other leases are treated as operating leases. Operating lease rentals are charged to the income statement in the period the rental is payable.
iii. Depreciation
Freehold land held as property, plant and equipment are not depreciated while leasehold land and buildings are amortised on the straight line basis over the remaining period of the lease.
Depreciation is calculated to write off the cost of other property, plant and equipment on a straight line basis over their estimated useful lives. The principal annual rates used for this purpose are:
Buildings 2%Plant, machinery, moulds and factory equipment 10% - 50%Tractors and motor vehicles 12% - 20%Office equipment, renovation, electrical installations and furniture and fittings 10% - 20%
(h) Long term construction contracts
The Group’s long term construction contracts are all fixed price contracts and where their outcome can be reasonably estimated, revenue is recognised on the percentage of completion method. The stage of completionis determined by the proportion that costs incurred to date bear to estimated total costs, and for this purpose, only those costs that reflect actual contract work performed are included as costs incurred.
Where the outcome of a long term construction contract cannot be reasonably estimated, revenue is recognised only to the extent of contract costs incurred that are expected to be recoverable. At the same time, all contract costs incurred are recognised as an expense in the period in which they are incurred.
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
50
When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in the income statement irrespective of whether contract work has commenced or not, or of the stage of completion of contract activity, or of the amounts of profits expected to arise on other unrelated contracts.
On the balance sheet, contracts in progress are reflected either as gross amounts due from or due to customers, where a gross amount due from customers is the surplus of (i) costs incurred plus profits recognised under the percentage of completion method over (ii) recognised foreseeable losses plus progress billings. A gross amount due to customers is the surplus of (ii) over (i).
(i) Development properties
Development properties are classified under two categories i.e land held for development and land under development.
Land held for development are defined as land on which development is not expected to be completed within the normal operating cycle. Usually, no significant development work would have been undertaken on these land. Accordingly, land held for development are classified as non-current assets on the balance sheet and are stated at cost plus incidental expenditure incurred to put the land in a condition ready for development.
Land under development are defined as land on which development has commenced and is expected to be completed within the normal operating cycle and these land are classified as current assets.
Where the outcome of a development can be reasonably estimated, revenue is recognised on the percentage of completion method. The stage of completion is determined by the proportion that costs incurred to date bear to estimated total costs. In applying this method of determining stage of completion, only those costs that reflect actual development work performed are included as costs incurred.
Where the outcome of a development cannot be reasonably estimated, no development profit is recognised.
When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in the income statement irrespective of whether development work has commenced or not, or of the stage of completion of development activity, or of the amounts of profits expected to arise on other unrelated development projects.
On the balance sheet, land under development are stated at cost plus attributable development profits recognised under the percentage of completion method less recognised foreseeable losses and progress billings.
(j) Other investments
Other investments are stated at cost less impairment losses. Impairment losses are charged to the income statement.
On disposal, the difference between the net disposal proceeds and the carrying amount of the investment disposed of is taken to the income statement.
(k) Retirement benefits
Provision for retirement benefits (under an unfunded defined benefit plan for certain eligible employees in one of the subsidiary company) is made in accordance with the provisions stipulated in the Collective Agreements. The provision is calculated based on the employees’ current emoluments and the length of their services with that subsidiary company.
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 151
(l) Receivables
Known bad debts are written off and allowance is made for any receivables considered to be doubtful of collection.
(m) Income recognition
i. Revenue from construction contracts (including project commission) and the sale of development properties are recognised on the percentage of completion method, where their outcome can be reliably estimated.
Revenue from construction contracts represents the proportionate contract value of construction contracts attributable to the percentage of contract work performed during the year.
Revenue from the sales of development properties represents the proportionate sales value of development properties sold attributable to the percentage of development work performed during the financial year.
ii. Revenue from the sale of goods is measured at the fair value of the consideration receivable and is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer.
iii. Dividend income is recognised when the right to receive is established.
iv. Interest income is recognised on a time proportion basis unless collectability is in doubt in which case the recognition of interest income is deferred until the prospect of collection becomes certain.
v. Rental income is recognised on a straight line basis over the specific periods of the respective leases.
All inter-company transactions are eliminated on consolidation.
(n) Foreign currencies
i. Transaction in foreign currencies
Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Ringgit Malaysia at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities which are carried in terms of historical costs denominated in foreign currencies are translated to Ringgit Malaysia at the foreign exchange rates ruling at the date of transaction.
ii. Translation of foreign currency financial statements
The sole foreign subsidiary company, namely, Bina Puri Cambodia Ltd falls within the classification of foreign operations. Foreign operations are those operations that are integral to the operations of the Group.
For consolidation purposes, the assets, liabilities and income statement item in the financial statements of the foreign subsidiary company are translated in accordance with the policy in note 1(n)(i) above.
iii. Closing rates used
The closing rates used in translation were as follows:
2001 2000RM RM
One United States Dollar 3.80 3.80One Nepalese Rupee 0.06 0.06
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
52
(o) Research and development expenditure
Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is expensed to the income statement as incurred.
Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products, is capitalised if the product is technically and commercially feasible and the Group has sufficient resources to complete development. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses.
Capitalised development expenditure is amortised over its commercial production period or 5 years, whichever is lower, on a straight line basis.
(p) Taxation
The tax expense in the income statement represents taxation at current tax rates based on results for the financial year adjusted for items which are non-assessable or non-deductible.
Deferred taxation is provided on the liability method for taxation deferred in respect of all material timing differences except where it is thought reasonably probable that the tax effects of such deferrals will continue in the foreseeable future. Deferred tax benefits are only recognised where there is a reasonable expectation of realisation in the near future.
(q) Capitalisation of borrowing costs
Borrowing costs incurred on construction contracts and land under development that take a substantial period of time for completion are capitalised into the carrying value of the respective assets. Capitalisation of borrowing costs will cease when the assets are completed or during extended periods in which active construction or development is interrupted.
All other borrowing costs are charged to the income statement in the period in which they are incurred.
(r) Cash equivalents
Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents exclude fixed deposits pledged to secure banking facilities, and are presented net of bank overdrafts.
(s) Rounding of amounts
Unless otherwise indicated, the amounts in these financial statements have been rounded to the nearest thousand. The currency used is Ringgit Malaysia ("RM").
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 153
Gro
up
2001
Cos
t
At
1.1.
2001
Add
ition
sD
ispo
sals
Writ
e-of
fs
At
31.1
2.20
01
Acc
umul
ated
depr
ecia
tion
At
1.1.
2001
Cha
rge
for
the
year
Dis
posa
lsW
rite-
offs
At
31.1
2.20
01
Net
boo
k va
lue
At
31.1
2.20
01
Net
boo
k va
lue
At
31.1
2.20
00
Dep
reci
atio
n ch
arge
dfo
r th
e ye
ar e
nded
31.1
2.20
00
Off
ice
equ
ipm
ent,
ren
ova
tio
n,
elec
tric
alin
stal
lati
on
san
d f
urn
itu
re
and
fit
tin
gs
RM
'000 15
,740
1,43
0(4
4)(3
60)
16,7
66
6,37
91,
600
(12)
(161
)
7,80
6
8,96
0
9,36
1
1,54
4
Tra
cto
rsan
d m
oto
rve
hic
les
RM
'000 30
,444
6,05
1(5
40) -
35,9
55
22,6
713,
015
(401
) -
25,2
85
10,6
70
7,77
3
2,57
1
Pla
nt,
mac
hin
ery,
mo
uld
s an
dfa
cto
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uip
men
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M'0
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521,
428
(3,0
69)
(357
)
61,4
54
32,7
055,
728
(1,0
12)
(312
)
37,1
09
24,3
45
30,7
47
6,68
4
Cap
ital
wo
rk-
in-p
rog
ress
RM
'000 1,
338
280 - -
1,61
8 - - - - -
1,61
8
1,33
8 -
Sh
ort
leas
eho
ldR
M'0
00 3,41
8 - - -
3,41
8
1,11
511
9 - -
1,23
4
2,18
4
2,30
3 88
Fre
eho
ldR
M'0
00 2,93
316
8 - -
3,10
1 41 17- -
58
3,04
3
2,89
2 14
Lo
ng
leas
eho
ldR
M'0
00
51,2
91 33- -
51,3
24
1,33
837
1
1,70
9
49,6
15
49,9
53 601
To
tal
RM
'000
168,
616
9,39
0(3
,653
)(7
17)
173,
636
64,2
4910
,850
(1,4
25)
(473
)
73,2
01
100,
435
104,
367
11,5
02
<--
----
----
---
Lan
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bu
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----
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2.P
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BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
54
No title deeds have been issued in respect of certain land and buildings included above at a net book value of RM18,526,000 (2000 : RM18,731,000) for the Group and RM2,648,000 (2000 : RM2,676,000) for the Company.
Included in freehold land of the Group above is land with a total net book value of RM935,000 (2000 : RM935,000) held in trust by directors of certain subsidiary companies.
Company
2001Cost
At 1.1.2001Additions
At 31.12.2001
Accumulateddepreciation
At 1.1.2001Charge for the year
At 31.12.2001
Net book valueAt 31.12.2001
Net book valueAt 31.12.2000
Depreciation chargedfor the year ended31.12.2000
MotorvehiclesRM'000
904-
904
704136
840
64
200
222
Officeequipment,
furnitureand fittings
RM'000
4,24368
4,311
1,043428
1,471
2,840
3,200
686
Longleaseholdland andbuildingsRM'000
22,59933
22,632
700224
924
21,708
21,899
188
TotalRM'000
27,746101
27,847
2,447788
3,235
24,612
25,299
1,096
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 155
The following property, plant and equipment stated at net book value have been charged to banks to secure the bank borrowings referred to in note 19 below:
Included in property, plant and equipment are assets acquired under unexpired finance lease and hire purchase arrangements with net book values as follows:
3. INVESTMENT IN SUBSIDIARY COMPANIES
The unquoted shares shown at valuation were revalued by the directors in 1994 based on the value of the underlying net tangible assets of the subsidiary company concerned.
The 1994 valuation was a one-off exercise. It has never been the Group’s policy to carry out regular revaluations of its investments in subsidiary companies and accordingly, the carrying amount of the revalued investment has been retained on the basis of this one-off revaluation as though it has never been revalued.
Freehold land and building
Long leasehold land and building
Short leasehold land and building
Capital work-in-progress
Plant, machinery, moulds andfactory equipment
Tractors and motor vehicles
Office equipment, renovation,electrical installations and furnitureand fittings
2001RM'000
2,110
1,684
498
-
17,409
548
1,481
23,730
Group
2000RM'000
2,892
1,723
2,038
1,338
23,173
551
1,790
33,505
2001RM'000
-
-
-
-
-
-
-
-
Company
2000RM'000
-
-
-
-
-
-
-
-
Plant, machinery and factoryequipment
Tractors and motor vehicles
Office equipment
2001RM'000
7,983
1,231
51
Group
2000RM'000
813
3,826
-
2001RM'000
-
-
-
Company
2000RM'000
-
-
-
Unquoted shares, at cost
Unquoted shares, at 1994 valuation
2001RM'000
18,395
4,264
22,659
2000RM'000
18,395
4,264
22,659
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
56
Bina Puri Construction Sdn Bhd
Latar Project Management Sdn Bhd
Bina Puri Cambodia Ltd
Maskimi Sdn Bhd Hamay Glass Sdn Bhd Maskimi Venture Sdn Bhd Maskimi Polyol Sdn Bhd KM Quarry Sdn Bhd Sungai Long Industries Sdn Bhd
Sungai Long Bricks Sdn Bhd KM Road Specialist Sdn Bhd Sungai Long Plaster Industries Sdn Bhd
Bina Puri HG Corporation Sdn Bhd Bina Puri HG CPB Sdn Bhd
Konsortium Bina Puri-PanzanaEnterprise Sdn Bhd
Gugusan Murni Sdn Bhd
Aksi Bina Puri Sdn Bhd
Lebuhraya Assamjawa TamanRimba Berhad
Bina Puri Plantation Sdn Bhd Karseng Industries & Engineering
Sdn Bhd Bina Puri Sdn Bhd
Bina Puri Machinery Sdn Bhd
Easy Mix Sdn Bhd Easicrete Precast Sdn Bhd Bina Puri-HG Power Sdn Bhd
Principal activities
Contractor of earthworks,building and road construction
Provider of project management services(operations suspended)
Dormant
Investment holdingCeased operationsCommission agentManufacturer of polyolQuarry operatorQuarry operator and contractor of
road paving projectsManufacturer of bricksDormantManufacturer of plaster cement
DormantDormant
Contractor for road construction
Developer of a hotel(no active development)
Property developer
Builder of an expressway(operations suspended)
Investment holdingProperty developer
(no active development)Contractor of earthworks, building and
road constructionContractor of earthworks, building and
road construction (inactive)Producer of ready-mix concreteCeased operationDormant
2001%
100
--
100----
----
60-
51
51
70
60
100
-
-
---
60
2000%
100
--
100----
----
60-
51
51
70
60
100
-
-
---
60
Direct2001
%
-
60100
-65
1009070
51100100
90
-70
-
-
-
-
-
70
100
100100100
-
2000%
-
60100
-65
1009070
5151
10090
-70
-
-
-
-
-
70
100
100100100
-
IndirectEquity interest
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 157
All the subsidiary companies are incorporated in Malaysia with the exception of Bina Puri Cambodia Ltd which is incorporated in Cambodia.
Subsidiaries whose financial statements were subject to audit qualifications and particulars of the qualifications are as follows:
(a) Bina Puri Sdn Bhd
The auditors’ report expressed uncertainty over the collectibility of trade and related company receivables totaling RM21,239,000 and RM45,366,000 respectively and the recoverability of deferred project expenditure totaling RM8,042,000.
The report also drew attention to matters which raise doubt about the ability of this subsidiary to continue as a going concern.
(b) Sungai Long Industries Sdn Bhd
The auditors’ report expressed uncertainty over the collectibility of amount owing by related companies totaling RM2,120,000.
(c) Lebuhraya Assamjawa Taman Rimba Berhad
The auditors’ report expressed uncertainty over the recoverability of expressway development expenditure totaling RM6,506,000 and the collectibility of amount owing by a related company totaling RM637,000.
The report also drew attention to matters which raise doubt about the ability of this subsidiary to continue as a going concern.
(d) Bina Puri Plantation Sdn Bhd
The auditors’ report expressed uncertainty over the collectibility of amounts owing by subsidiary companies totaling RM7,629,000. The auditors’ report also contained a qualification for the non-recognition of impairment losses on investment in subsidiary companies amounting to RM32,697,000.
(e) Hamay Glass Sdn Bhd
The auditors’ reports stated that the going concern basis used for the preparation of the financial statements of this subsidiary was inappropriate.
(f) Bina Puri Machinery Sdn Bhd
The auditors’ report expressed uncertainty over the collectibility of an amount owing by a related company totaling RM2,087,000.
(g) Easy Mix Sdn BhdEasicrete Precast Sdn BhdLatar Project Management Sdn BhdKarseng Industries & Engineering Sdn BhdKM Quarry Sdn BhdMaskimi Sdn BhdMaskimi Venture Sdn BhdGugusan Murni Sdn Bhd
The auditors’ reports drew attention to matters which raise doubt about the immediate ability of these subsidiaries to continue as going concerns.
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
58
4. INVESTMENTS IN ASSOCIATED COMPANIES
The associated companies are as follows:
All the associated companies are incorporated in Malaysia. The equity interest in the associated companies are all held through Sungai Long Industries Sdn Bhd with the exception of Konsortium Bina Puri-Panzana (Nilai) Sdn Bhd which is held directly by the Company.
Unquoted shares at costShare of post acquisition profits less losses
Represented by:
Share of net assets of associated companies
* Represents RM4
2001RM'000
501,503
1,553
1,553
Group
2000RM'000
503,498
3,548
3,548
2001RM'000
*-
*
Company
2000RM'000
*-
*
PNSB-Sungai Long Sdn Bhd SLM Gabungan Sdn Bhd
Konsortium Bina Puri-Panzana (Nilai) Sdn Bhd
Principal activities
Ceased operationQuarry operation and contractor of road
paving projectsContractor for road construction
2001%
-
-40
2000%
-
-40
Direct2001
%
50
50-
2000%
50
50-
IndirectEquity interest
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 159
5. OTHER INVESTMENTS
Unquoted shares of the Group include an amount of RM439,000 (2000 : RM439,000) representing the cost of a 12%-equity interest in Ideal Heights Properties Sdn Bhd, a company in which certain directors have substantial financial interest.
6. DEFERRED PROJECT EXPENDITURE
Deferred project expenditure represents expenditure incurred and advances given in connection with projects which have still not been awarded or which have been awarded but not commenced by the Group and Company, as well as awarded projects which have been commenced but shelved pending renegotiation of contractual terms and/or the raising of the financing facilities necessary for the recommencement of the projects.
Shares quoted in Malaysia, at costUnquoted shares, at costTransferable corporate memberships
in golf and country resorts, at cost
Allowance for impairment loss
Market value of quoted shares
2001RM'000
531,433
271
1,757(295)
1,462
29
Group
2000RM'000
531,130
346
1,529-
1,529
39
2001RM'000
-645
10
655(295)
360
-
Company
2000RM'000
-681
10
691-
691
-
Deferred project expenditure, at cost
Amount written off
2001RM'000
32,950
(2,131)
30,819
Group
2000RM'000
32,991
(71)
32,920
2001RM'000
13,982
(1,262)
12,720
Company
2000RM'000
13,942
-
13,942
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
60
7. LAND HELD FOR DEVELOPMENT
The long leasehold land is charged to a finance company for a bridging loan facility of RM7 million granted to Ideal Heights Properties Sdn Bhd. The development expenditure comprise mainly land reclamation expenditure necessary to prepare the land for property development. No physical construction of buildings have commenced to date.
8. LAND UNDER DEVELOPMENT
The development expenditure is incurred on a housing development project under a joint venture agreement with the Perbadanan Kemajuan Ekonomi Negeri Perlis.
The long leasehold land under development has been charged to a bank to secure the bridging loan of RM2.25 million referred to in note 22 below.
The title deed to the long leasehold land is in the name of Perbadanan Kemajuan Ekonomi Negeri Perlis.
Long leasehold land at cost
Development expenditure at cost
2001RM'000
5,200
7,299
12,499
2000RM'000
5,200
7,269
12,469
Long leasehold land at cost
Development expenditure at cost
Attributable profit recognised to date
Progress billings to date
Progress billings comprise:
Progress billings- received- receivable
2001RM'000
576
4,592
5,16812
5,180(340)
4,840
151189
340
2000RM'000
807
6,536
7,34365
7,408(1,888)
5,520
4441,444
1,888
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 161
9. GROSS AMOUNTS DUE FROM/TO CUSTOMERS
The amount of contract expenditure is entirely attributable to contracts accounted for under the percentage of completion method described in note 1(h) to the financial statements. Contract expenditure incurred during the financial year includes the following expenses:
DepreciationProperty, plant and equipment written offInterest expenseRental expense
- plant, machinery and lorry- premises- motor vehicles
2001RM'000
2,445199
2,848
2,930231
28
2000RM'000
1,58341
420
4,930106
57
Aggregate contract expenditure incurred to date
Attributable profit recognised to date
Progress billings to date
Gross amount due from customersGross amount due to customers
Progress billings comprise:
Progress billings- received- receivable
Retention sums
2001RM'000
364,05537,296
401,351(390,095)
11,256
31,550(20,294)
11,256
307,59774,470
8,028
390,095
2000RM'000
427,59466,548
494,142(490,010)
4,132
16,093(11,961)
4,132
444,23831,01014,762
490,010
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
62
10. INVENTORIES
11. TRADE RECEIVABLES
12. SUNDRY RECEIVABLES, DEPOSITS AND PREPAYMENTS
At costRaw materials and consumablesFinished goods
At net realisable valueRaw materials and consumablesFinished goods
2001RM'000
7312,144
2,875518184
3,577
2000RM'000
9262,997
3,923284194
4,401
Progress payments receivable on construction contractsRetention sums on construction contractsProgress payments receivable from house buyersOther trade receivables
Allowance for doubtful debts
2001RM'000
160,78225,732
53526,240
213,289(34,759)
178,530
2000RM'000
112,45033,267
1,44433,994
181,155(24,422)
156,733
Sundry receivablesDepositsPrepayments
2001RM'000
9,9682,4133,037
15,418
Group
2000RM'000
17,8051,3423,015
22,162
2001RM'000
2,05612
409
2,477
Company
2000RM'000
6,86012
772
7,644
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 163
13. AMOUNTS OWING BY/TO SUBSIDIARY COMPANIES
The amount owing by subsidiary companies comprises:
The interest bearing non-trade account bears interest at 9% (2000 : 9%) per annum. The non-trade accounts are unsecured with no fixed terms of repayment.
However, the recognition of cumulative interest income amounting to RM3,620,000 (2000 : RM1,260,000) has been deferred in accordance with the accounting policy set out in note 1(m) (iv).
The amount owing to subsidiary companies comprises:
The trade accounts are unsecured and interest free with no fixed terms of repayment.
The interest bearing non-trade account bears interest at 9% (2000 : 9%) per annum. The non-trade accounts are unsecured with no fixed terms of repayment.
Non-trade accounts- interest bearing- interest free
Allowance for doubtful debts
2001RM'000
25,90019,383
45,283(6,810)
38,473
2000RM'000
20,76524,053
44,818(6,810)
38,008
Trade accountsNon-trade accounts- interest bearing- interest free
2001RM'000
6,290
3,03612,708
22,034
2000RM'000
4,478
3,0368,960
16,474
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
64
14. AMOUNTS OWING BY/TO ASSOCIATED COMPANIES
The amount owing by associated companies comprises:
The amount owing by associated companies is unsecured and interest free with no fixed terms of repayment.
The amount owing to associated companies comprises:
The amount owing to associated companies is unsecured and interest free with no fixed terms of repayment.
15. DEPOSITS
Deposits include amounts totaling RM18,970,000 (2000 : RM12,218,000) for the Group and RM7,064,000 (2000 : RM7,064,000) for the Company which have been pledged to secure performance bonds and bank guarantee facilities of the Group.
Trade accountsNon-trade accounts
2001RM'000
9,6631,553
11,216
Group
2000RM'000
506308
814
2001RM'000
7,60645
7,651
Company
2000RM'000
37538
413
Trade accountsNon-trade accounts
2001RM'000
56135
596
Group
2000RM'000
13435
169
2001RM'000
--
-
Company
2000RM'000
--
-
Fixed deposits with licensed banksOther cash deposits with insurance
companies
2001RM'000
13,552
5,683-
19,235
Group
2000RM'000
10,248
2,171-
12,419
2001RM'000
7,329
-
7,329
Company
2000RM'000
7,064
-
7,064
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 165
16. CASH AND BANK BALANCES
Included in cash and bank balances of the Group are:
(a) an amount of RM2,199,000 (2000 : RM7,472,000) held in a special project bank account from which withdrawals are restricted to contract expenditure incurred in respect of a specific project,
(b) an amount of RM201,000 (2000 : RM39,000) maintained in a Housing Development Account in accordance with the Housing Developers (Housing Development Account) Regulations 1991, and
(c) an amount of RM1,273,000 (2000 : nil) held under a Sinking Fund Account. The Sinking Fund Account balance is pledged to partly secure the banking facilities referred to in note 19 below.
17. CONTRACT INCOME RECEIVED IN ADVANCE
The contract income received in advance is to be set-off against future progress billings.
18. HIRE PURCHASE AND FINANCE LEASE LIABILITIES
Total future instalments payableUnexpired term charges
Total principal payable
Future instalments payable- not later than one year- later than one year but not later
than 5 years
Total future instalments payable
Principal payable- not later than one year
(included under current liabilities)- later than one year but not later
than 5 years
Total principal payable
2001RM'000
8,430(1,065)
7,365
3,559
4,871
8,430
2,931
4,434
7,365
2000RM'000
3,896(514)
3,382
1,704
2,192
3,896
1,406
1,976
3,382
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
66
19. BANK BORROWINGS
The above bank borrowings together with the long term loans referred to in note 22 below are secured by the following:
(a) Fixed charges over those charged property, plant and equipment referred to in note 2 and floating charges over the entire assets of certain subsidiary companies,
(b) A negative pledge over the assets of the Company and certain subsidiary companies,
(c) Deed of assignments over the proceeds of RM682.1 million contracts awarded to subsidiary companies,
(d) A pledge over the Sinking Fund Account referred to in note 16 above,
(e) A fixed legal charge over the land under development referred to in note 8.
The bank borrowings bear interest, as follows:
(a) Revolving credit facilities - 1% to 2.5% above the banks’ cost of funds(b) Bank overdrafts and trust receipts - 1.75% to 2.5% above base lending rate(c) Bankers’ acceptance - 2% above the banks’ discount rate(d) Term loans - 1% to 2.5% above base lending rate
20. SHARE CAPITAL
Revolving credit facilitiesBank overdraftsBankers’ acceptanceTrust receiptsCurrent portion of long term loans
(see note 22)
2001RM'000
154,68338,130
-2,518
10,763
206,094
Group
2000RM'000
128,31434,497
271688
5,151
168,921
2001RM'000
45,6797,823
---
53,502
Company
2000RM'000
51,8707,992
---
59,862
Authorised:Shares of RM1 each
Issued and fully paid:Ordinary shares of RM1 each
2001RM'000
100,000
40,000
2000RM'000
100,000
40,000
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 167
21. OTHER CAPITAL RESERVES (non-distributable)
Other capital reserves represent retained earnings of subsidiaries which have been capitalised for the issue of bonus shares to the Company. As a result of this capitalisation, these retained earnings are no longer available for distribution, and as such, have been transferred from retained earning to other capital reserves and considered non-distributable.
22. LONG TERM LOANS
23. DEFERRED TAXATION
At 31 December 2001, there were no timing differences on which deferred tax liability had not been provided(2000 : Nil).
At beginning of the yearTransfer from income statement
At end of the year
2001RM'000
3,328312
3,640
Group
2000RM'000
3,22999
3,328
2001RM'000
31033
343
Company
2000RM'000
-310
310
Bank term loan repayable by 60 equal monthly instalments commencing 1 year after full drawdown
Term loans from a finance company repayable by20 quarterly instalments commencing May 1996
RM700,000 bank term loan repayable by 120 equalmonthly instalments commencing June 1992
RM10 million bank term loan repayable by 19 monthlyinstalments commencing May 2000
Term loan converted from an overdraft by Danaharta ManagersSdn Bhd repayable by 45 monthly instalments commencingJanuary 2000
RM2.25 million bridging loan repayable upon redemption of titles
Repayments due within 12 months included under bank borrowings(see note 19)
2001RM'000
8,469
867
334
-
1,947553
12,170
(10,763)
1,407
2000RM'000
9,244
1,010
303
1,900
2,4151,328
16,200
(5,151)
11,049
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
68
24. RETIREMENT BENEFITS
25. REVENUE
26. COST OF SALES
At beginning of the yearProvision for the yearRetirement benefits paid during the year
At end of the year
Payable within the next 12 months(included under sundry payables and accruals)Payable after 12 months
2001RM'000
738146
(155)
729
-729
729
2000RM'000
676184
(122)
738
20718
738
Contract costs recognised as an expenseCost of properties soldCost of goods sold
2001RM'000
348,551757
44,412--
393,720
2000RM'000
219,0291,280
41,237--
261,546
Construction contract revenueRevenue from property developmentProject commissionSale of goods, comprising quarry
products, polyol, bricks and buildingmaterials
Management fee
2001RM'000
405,667685
5,278
47,083-
458,713
Group
2000RM'000
265,5121,3454,983
48,411-
320,251
2001RM'000
--
7,493
-160
7,653
Company
2000RM'000
--
6,712
-60
6,772
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 169
27. INVESTMENT INCOME
28. FINANCE COSTS
Hire purchase and finance lease interestBank overdraft interestRevolving credit interestBankers’ acceptance interestTerm loan interestInterest payable to a subsidiary companyOthers
2001RM'000
2732,8617,697
921,107
-497
12,527
Group
2000RM'000
4282,8278,892
2241,231
-174
13,776
2001RM'000
-676
3,320--
273-
4,269
Company
2000RM'000
28652
3,543--
267-
4,490
Gross dividend from - a subsidiary company- other unquoted investment
Interest incomeAllowance for advances owing by an
associated company written backGoodwill on consolidation written offLoss on disposal of other investmentsAllowance for impairment loss in other
investmentsAllowance for advances owing by
subsidiary companies considereddoubtful of collection
Discount on acquisition written off
2001RM'000
--
567
--
(4)
(295)
-288
556
Group
2000RM'000
-400
1,108
670(213)
(3)
-
--
1,962
2001RM'000
3,000-
265
--
(4)
(295)
--
2,966
Company
2000RM'000
--
2,321
---
-
(2)-
2,319
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
70
29. PROFIT BEFORE TAXATION
Profit before taxation is stated after charging:
Directors’ remuneration does not include the estimated monetary value of benefits-in-kind as follows:
Auditors’ remunerationBad and doubtful debtsDepreciationDirectors’ remuneration other than feesDirectors’ feesProperty, plant and equipment written offInventories written offLoss on disposal of property, plant and
equipmentProvision for retirement benefitsRental expense
- operating leases- land and premises- motor vehicles- machinery and equipment
Research and development expenditureSundry receivables and deposits written off
and crediting:
Allowance for doubtful debts written backBad debts recoveredGain on disposal of property, plant and
equipmentIncome from hire of motor vehicle and
machineryRental income
2001RM'000
15111,2028,4051,048
8545
-
-146
300669
16870
1,20559
59961
556
1,2761,544
Group
2000RM'000
1599,6619,9191,076
84149
11
501184
300561
649
1,056139
385168
-
1,1461,233
2001RM'000
20-
788215
85--
--
------
--
-
-473
Company
2000RM'000
20-
1,096239
8414
-
--
-----
32
--
101
-469
Company’s directors
2001RM'000
86
Group
2000RM'000
133
2001RM'000
18
Company
2000RM'000
28
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 171
30. TAXATION
The Group’s effective taxation rate for the year is high compared to the statutory rate mainly because of the inavailability of group relief for losses incurred by certain subsidiary companies.
The Company’s effective taxation rate for the year is high compared to the statutory rate as certain expenses have been disallowed in arriving at the chargeable income.
The following timing differences exist at 31 December for which the related deferred tax benefits have not been recognised in the financial statements:
31. EARNINGS PER SHARE
Earnings per share is calculated by dividing the Group profit for the year of RM5,765,000 (2000 : RM2,385,000) by the 40,000,000 ordinary shares in issue during the financial year.
Malaysian taxation based on the results forthe year
- current- deferred
Underprovision in prior years
Group’s share of taxation of associatedcompanies
2001RM'000
2,680(24)
2,6561,868
4,524
(31)
Group
2000RM'000
2,416(126)
2,290225
2,515
291
2001RM'000
9856
99127
1,018
-
Company
2000RM'000
510-
510310
820
-
Unabsorbed capital allowance and taxlosses
Excess of capital allowance claimed onproperty, plant and equipment overaccumulated depreciation
Other timing differences
2001RM'000
81,540
(3,935)1,719
79,324
Group
2000RM'000
90,445
(5,300)537
85,682
2001RM'000
-
--
-
Company
2000RM'000
-
--
-
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
72
32. EMPLOYEE INFORMATION
The number of employees (including executive directors) as at 31 December 2001 was 725 (2000 : 609) for the Group and 28 (2000 : 23) for the Company.
33. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
During the financial year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM9,390,000 (2000 : RM5,306,000) and RM101,000 (2000 : RM219,000), respectively.
The acquisitions were paid for as follows:
34. RELATED PARTIES TRANSACTIONS
Significant related party transactions during the year were as follows:
Staff costs
2001RM'000
25,198
Group
2000RM'000
23,344
2001RM'000
1,004
Company
2000RM'000
855
By cashHire purchase and lease financing
2001RM'000
3,6675,723
9,390
Group
2000RM'000
2,9522,354
5,306
2001RM'000
101-
101
Company
2000RM'000
219-
219
Transactions with associated companies
Secretarial fee received/receivable from- Konsortium Bina Puri-Panzana
(Nilai) Sdn Bhd ("KBPPN")- SLM Gabungan Sdn Bhd ("SLM")- PNSB-Sg Long Sdn Bhd ("PNSB")
Progress claim made by SLM
Sales of quarry products and plant hire to SLM
Sales of property, plant and equipment to SLM
2001RM'000
444
238
630
6
Group
2000RM'000
444
284
612
-
2001RM'000
444
-
-
-
Company
2000RM'000
444
-
-
-
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 173
Non-trade balances with associated companies as at 31 December were as follows:
Non-trade balances with subsidiary companies of SLM as at 31 December were as follows:
Amount owing by- SLM- PNSB- KBPPN
Amount owing to - SLM- PNSB
2001RM'000
1,5503-
-35
Group
2000RM'000
28016
35-
2001RM'000
133-
--
Company
2000RM'000
1016
--
Transactions with subsidiarycompanies of SLM
Secretarial fee received/receivable from- Juara Belia Sdn Bhd ("JBSB")- DPBS-Sungai Long (Sabah) Sdn Bhd
("DPBS")- Dapat Tahana Sdn Bhd ("DTSB")
Construction services rendered by- DPBS
Hiring charges paid and payable- JBSB- DTSB
2001RM'000
4
44
2,111
55289
Group
2000RM'000
4
44
7,435
--
2001RM'000
4
44
-
--
Company
2000RM'000
4
44
-
--
Amount owing by- JBSB- DPBS- DTSB
2001RM'000
141
257
Group
2000RM'000
101
10
2001RM'000
141
14
Company
2000RM'000
101
10
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
74
Non-trade balances with Perkasa Sutera Sdn Bhd, a company in which Dato’ Mohamed Feisal bin Ibrahim has substantial financial interest as at 31 December were as follows:
Transactions with companies / firmsin which certain directors havesubstantial financial interest
Legal fees paid to Anad & Noraini, a firm of which Dato’ Anad Krishnan A/LMuthusamy is member
Legal fees paid to Yusuf Khan & Pathmanathan, a firm of which Yusuf Khan bin Ghows Khan is member
Purchase of air tickets from Sea Travel & Tours Sdn Bhd, a company in which Tan Sri Datuk Tee Hock Seng, JP has substantial financial interest
Project management fee paid to Ideal Heights Properties Sdn Bhd, a company in which Dr Tan Cheng Kiat, Ng Chai Tee, JP, Tan Sri Datuk Tee Hock Seng, JP, Tee Hock Hin and Tay Hock Lee have substantial financial interests
Purchase of diesel from Syarikat Hoong Wah Trading, a firm in which Tan Sri Datuk Tee Hock Seng, JP has substantial financial interest
Progress billing made to Ideal Heights Properties Sdn Bhd
Purchase of property, plant and equipment from Ideal Heights Properties Sdn Bhd
Sales of ready mix products to Perkasa Sutera Sdn Bhd, a company in which Dato’ Mohamed Feisal bin Ibrahim have substantial financial interest
2001RM'000
-
22
662
15
2,579
318
27
24
Group
2000RM'000
114
8
484
102
3,600
-
-
4
2001RM'000
-
-
73
-
-
-
-
-
Company
2000RM'000
59
-
96
-
-
-
-
-
Deposit paid
2001RM'000
200
Group
2000RM'000
200
2001RM'000
-
Company
2000RM'000
-
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 175
Secretarial fees received/receivable from subsidiary companies are aggregated because these transactions are similar in nature and no single transaction is significant enough to warrant separate disclosure.
All the above transactions have been entered into in the normal course of business and have been established under negotiated terms.
Transactions between the Company and its subsidiary companies
Management fee received/receivable from- Aksi Bina Puri Sdn Bhd- Maskimi Polyol Sdn Bhd- Easy Mix Sdn Bhd- Sungai Long Industries Sdn Bhd
Rental income received/receivable from- Bina Puri Construction Sdn Bhd- Bina Puri Sdn Bhd
Project commission received/receivable from - Bina Puri Sdn Bhd- Bina Puri Construction Sdn Bhd
Interest income received/receivable from- Aksi Bina Puri Sdn Bhd- Hamay Glass Sdn Bhd- KM Quarry Sdn Bhd- Lebuhraya Assamjawa Taman Rimba Berhad- Maskimi Sdn Bhd- Maskimi Polyol Sdn Bhd- Latar Project Management Sdn Bhd
Secretarial fees received/receivable fromsubsidiary companies
Security and safety charges payable to Maskimi Venture Sdn Bhd
Interest expense paid/payable to Bina Puri Sdn Bhd
2001RM'000
1160
386
83284
2,983188
-------
37
49
273
2000RM'000
-60
--
83284
1,9901,231
15347106
991,216
2871
68
73
267
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
76
35. COMMITMENTS
36. OPERATING LEASE COMMITMENTS
Contracted acquisition of property, plant and equipment not provided for in the financial statements
Contracted development expenditure in respect of the deferred projects referred to in note 6 above (estimated)
2001RM'000
62,642
1,642,832
1,705,474
Group
2000RM'000
62,620
1,642,832
1,705,452
2001RM'000
-
742,832
742,832
Company
2000RM'000
-
742,832
742,832
Operating lease rentals payable- not later than 1 year- later than 1 year but not later
than 5 years- later than 5 years
2001RM'000
3001,200
1,200
2,700
Group
2000RM'000
3001,200
1,500
3,000
2001RM'000
--
-
-
Company
2000RM'000
--
-
-
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 177
37. CONTINGENT LIABILITIES (unsecured)
Litigation
(a) The Company was involved in an arbitration with Majuwira Development Sdn Bhd ("MDSB") in relation to the proposed development of 96 units of high rise condominium in Kota Kinabalu. MDSB claimed for a sum of RM11.9 million plus liquidated damages. The arbitrator has granted his interim award dated 26 September 2000 and final award dated 20 February 2002 in favour of BPHB and has dismissed MDSB’s claims. An application has been made by MDSB to set aside the final award wherein indication has been given that an application to extend time to set aside the interim award may be made.
(b) A project manager, Kimpoint Sdn Bhd has made a claim of RM8.8 million plus interest against the Company, being fees for services rendered as project manager to a proposed project known as "Chha Yong". No amount in respect of this dispute has been included in the financial statements as its outcome is presently uncertain.
(c) A third party has instituted legal action against a subsidiary company and another party for an amount of RM17,003,000, unspecific general damages, interest and costs in respect of contract work done. The subsidiary company is seeking an injunction/declaration that it is not a party to the dispute. No amount in respect of this dispute has been included in the financial statements as its outcome is presently uncertain.
Guarantees given in favour of financial institutions for credit facilities granted to subsidiary companies
Guarantees given to secure leasing and hire-purchase liabilities of subsidiary companies
Guarantees given in favour of suppliers of goods for credit terms granted to subsidiary companies
Performance bonds given on behalf of associated companies
Guarantees given for employees’ housing loans
Guarantees given for performance bond granted to subsidiary companies
2001RM'000
-
-
-
3,846
500
-
4,346
Group
2000RM'000
-
-
-
2,404
500
-
2,904
2001RM'000
178,910
3,507
6,169
3,846
-
69,283
261,715
Company
2000RM'000
130,224
1,331
5,665
2,404
-
39,217
178,841
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001
78
38. SEGMENTAL ANALYSIS
The Group’s businesses are substantially carried out in Malaysia.
2001
ConstructionProperty developmentQuarry and ready mix concretePolyol manufacturingGlassware manufacturing
Group’s share of associated companies revenue
Assetsemployed
RM'000
343,7555,615
55,1905,833
15,086
425,479-
425,479
Profit / (Loss)before taxation
RM'000
17,125(4)
(3,121)99
(4,863)
9,236-
9,236
RevenueRM’000
410,1441,832
61,8204,531
-
478,327(19,614)
458,713
2000
ConstructionProperty developmentQuarry and ready mix concretePolyol manufacturingGlassware manufacturing
Group’s share of associated companies revenue
Assetsemployed
RM'000
296,1617,072
61,2835,752
19,410
389,678-
389,678
Profit / (Loss)before taxation
RM'000
11,187100
1,950(985)
(6,514)
5,738-
5,738
RevenueRM’000
277,2271,345
67,9693,688
-
350,229(29,978)
320,251
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Statement by Directors
79
In the opinion of the directors, the financial statements set out on pages 38 to 78 are drawn up:
(a) so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2001 and of their results and cash flows for the year then ended;
(b) in accordance with applicable approved accounting standards.
On behalf of the directors
DATO’ MOHAMED FEISAL BIN IBRAHIM TAN SRI DATUK TEE HOCK SENG, JPDirector Director
29th April 2002
I, Tan Sri Datuk Tee Hock Seng, JP, being the director primarily responsible for the financial management of Bina PuriHoldings Bhd, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements setout on pages 38 to 78 are correct.
And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of theStatutory Declarations Act, 1960.
Subscribed and solemnly declared at )Kuala Lumpur in the Federal Territory )
)this 29th April 2002 )
)) TAN SRI DATUK TEE HOCK SENG, JP
Before me: Robert Lim Hock Kee ( WO92)
Commissioner for Oaths
Statutory Declaration
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Analysis of ShareholdingsAs at 30th April 2002
80
Authorised Capital : RM100,000,000.00Issued and Paid-up Capital : RM40,000,000.00Class of Shares : Ordinary shares of RM1.00 each
Less than 1,000 3 0.14 707 0.001,000 - 10,000 2,026 92.38 5,363,000 13.4110,001 - 100,000 134 6.11 3,671,836 9.1810,001 to less than 5% of issued shares 25 1.14 14,937,196 37.345% and above of issued shares 5 0.23 16,027,261 40.07
Total 2,193 100.00 40,000,000 100.00
CATEGORY OF SHAREHOLDERS
1. Individual 1,852 84.45 20,906,579 52.27
2. Corporate Body
a) Banks, Finance Companies 2 0.09 13,000 0.03b) Trusts, Foundations, Charities 0 0.00 0 0.00c) Private Limited Companies 29 1.32 681,000 1.70d) Clubs, Associations, Societies 0 0.00 0 0.00e) Cooperatives 2 0.09 19,000 0.05
3. Government Agencies / Institutions 1 0.05 4,000 0.01
4. Nominee Companies 307 14.00 18,376,421 45.94
Total 2,193 100.00 40,000,000 100.00
No. ofShares
% ofShares
No. ofShareholders
% ofShareholders
Range ofShareholdings
No. ofShares
% ofShares
No. ofShareholders
% ofShareholders
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Additional Information on ShareholdersAs at 30th April 2002
81
SUBSTANTIAL SHAREHOLDERS
Dr. Tony Tan Cheng Kiat 4,376,951 10.94
HDM Nominees (Tempatan) Sdn. Bhd. 4,000,000 10.00HDM Venture Capital Sdn. Bhd. for Jentera Jati Sdn. Bhd.
Tan Sri Datuk Tee Hock Seng, JP 3,173,713 7.93
HLG Nominee (Asing) Sdn. Bhd. 3,000,000 7.50Commerzbank (SEA) Ltd. for Jentera Jati Sdn. Bhd.
Mayban Nominees (Tempatan) Sdn. Bhd. 3,000,000 7.50Pledged Securities Account for Jentera Jati Sdn. Bhd. (41401197059B)
Tee Hock Hin 2,227,884 5.57
Cheo Chet Lan @ Chow Sak Nam 2,197,884 5.49
Ng Chai Tee, JP 2,007,770 5.02
*Beneficial interest held under his own name and nominee companies
No. ofShares
% ofShares
*
*
*
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Additional Information on Shareholders As at 30th April 2002
82
Additional Information on Shareholders as at 30th April 2002 (Cont’d)
TWENTY LARGEST SHAREHOLDERS
1 HDM Nominees (Tempatan) Sdn. Bhd. 4,000,000 10.00HDM Venture Capital Sdn. Bhd. for Jentera Jati Sdn. Bhd.
2 Tan Sri Datuk Tee Hock Seng, JP 3,173,713 7.93
3 HLG Nominee (Asing) Sdn. Bhd. 3,000,000 7.50Commerzbank (SEA) Ltd. for Jentera Jati Sdn. Bhd.
4 Mayban Nominees (Tempatan) Sdn. Bhd. 3,000,000 7.50Pledged Securities Account for Jentera Jati Sdn. Bhd. (41401197059B)
5 TA Nominees (Tempatan) Sdn. Bhd. 2,853,548 7.13Pledged Securities Account for Dr. Tony Tan Cheng Kiat
6 Ng Chai Tee, JP 2,007,770 5.02
7 Alliancegroup Nominees (Tempatan) Sdn. Bhd 1,756,707 4.40Pledged Securities Account for Cheo Chet Lan @ Chow Sak Nam
8 Tay Hock Lee 1,666,707 4.17
9 Tee Hock Hin 1,579,530 3.95
10 Tee Hock Loo 1,240,707 3.10
11 Dato’ Mohamed Feisal Bin Ibrahim 1,100,000 2.75
12 RHB Capital Nominees (Tempatan) Sdn. Bhd. 799,812 2.00Pledged Securities Account for Dr. Tony Tan Cheng Kiat (861017)
13 Dr. Tony Tan Cheng Kiat 723,591 1.81
14 PAB Nominee (Tempatan) Sdn. Bhd. 648,354 1.62Pledged Securities Account for Tee Hock Hin
(O/A Bina Jati Sdn. Bhd. - Tmn Midah)
15 Cheo Chet Lan @ Chow Sak Nam 441,177 1.10
16 Ang Bee Eng 421,177 1.05
17 Goh Phaik Lynn 400,000 1.00
18 Lee Kheng San 357,177 0.90
19 Ng Onn Sea 320,177 0.80
20 Kuala Lumpur City Nominees (Tempatan) Sdn. Bhd. 200,000 0.50Alpha Grace Sdn. Bhd. (D12)
Total 29,690,147 74.23
No. ofShares
% ofShares
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
List of Group Properties
83
HS
(M
) 13
570
PT
No.
221
84M
ukim
of
Bat
uD
istr
ict
of G
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BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
List of Group Properties
84
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7
BINA PURI HOLDINGS BHD. (207184-X)
a n n u a l r e p o r t 2 0 0 1
Group Corporate Directory
85
BINA PURI HOLDINGS BHD. (207184-X)
Wisma Bina Puri88, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6136 3333Fax : (03) 6136 9999Website : http://www.binapuri.comE-mail : [email protected]
• BINA PURI SDN. BHD. (23296-X)
Wisma Bina Puri88, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6136 3888Fax : (03) 6136 9993E-mail : [email protected]
• BINA PURI CONSTRUCTION SDN. BHD. (181471-P)
Kuala Lumpur Office14 & 15, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6137 8500Fax : (03) 6137 8511E-mail : [email protected]
• Kota Kinabalu OfficeSuite 6-10, 12th FloorWisma PerindustrianJalan Istiadat Likas88400 Kota Kinabalu, Sabah, Malaysia.Tel : (088) 254 766Fax : (088) 254 788Email : [email protected]
• EASY MIX SDN. BHD. (242217-D)
• EASICRETE PRECAST SDN. BHD. (246157-M)
Batu 11 3/4, Jalan Hulu Langat43100 Hulu LangatSelangor Darul Ehsan, Malaysia.Tel : (03) 9021 5851Fax : (03) 9021 5798E-mail : [email protected]
• KM QUARRY SDN. BHD. (409397-V)
BB-456, Taman Melaka BaruBatu Berendam, 75350 Melaka, Malaysia.Tel : (06) 317 9077
: (06) 553 2114 (site)Fax : (06) 317 7829
(06) 553 2148 (site)
• MASKIMI POLYOL SDN. BHD. (405559-D)
Unit 1-8, Lot 5815Jalan Reko, 43000 KajangSelangor Darul Ehsan, Malaysia.Tel : (03) 8733 2078Fax : (03) 8733 2084E-mail : [email protected]
• MASKIMI VENTURE SDN. BHD. (377437-V)
Wisma Bina Puri88, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6136 3333Fax : (03) 6136 9999E-mail : [email protected]
• SUNGAI LONG INDUSTRIES SDN. BHD. (198655-D)
• SUNGAI LONG BRICKS SDN. BHD. (332315-X)
• SUNGAI LONG PLASTER INDUSTRIES SDN. BHD. (286217-U)
Batu 11 3/4, Jalan Hulu Langat43100 Hulu LangatSelangor Darul Ehsan, Malaysia.Tel : (03) 9021 2400Fax : (03) 9021 2425E-mail : [email protected]
Subsidiaries
• SLM GABUNGAN SDN. BHD. (241140-D)
105B, Jalan SS21/3747400 Petaling JayaSelangor Darul Ehsan, Malaysia.Tel : (03) 7722 5008Fax : (03) 7722 5007E-mail : [email protected]
• DPBS-SUNGAI LONG (SABAH) SDN. BHD.(318280-P)
Suite 6-10, 12th FloorWisma PerindustrianJalan Istiadat Likas88400 Kota Kinabalu, Sabah, Malaysia.Tel : (088) 254 766Fax : (088) 254 788E-mail : [email protected]
• IDEAL HEIGHTS PROPERTIES SDN. BHD. (127701-D)
No. 1 & 2, Jalan Bukit Idaman 8/1P.O. Box 20, Bukit Idaman68100 Selayang, Selangor, Malaysia.Tel : (03) 6138 6102Fax : (03) 6138 7890E-mail : [email protected]
Other Company
Associated Companies
Proxy Form
I/We ___________________________________________________________________________________________
of _____________________________________________________________________________________________
being (a) member(s) of the abovenamed Company, hereby appoint _________________________________________
of _____________________________________________________________________________________________
or failing him/her, _________________________________________________________________________________
of _____________________________________________________________________________________________
as my/our proxy to vote for me/us and on my/our behalf at the Eleventh Annual General Meeting of the Company to beheld at Ground Floor, Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsanon Thursday, 27 June 2002 at 10:00 a.m. and at any adjournment thereof, as indicated below:-
1. To receive the Audited Accounts for the year ended 31 December 2001 and the Reports of Directors and Auditors thereon.
2. To re-elect YBhg. Tan Sri Datuk Tee Hock Seng, JP who retires pursuant to Paragraph 7.28 of the Listing Requirements of the Kuala Lumpur Stock Exchange.
3. To re-elect the following Directors who retire pursuant to Article 80 of the Company’s Articles of Association:3.1 Mr. Tee Hock Hin3.2 Mr. Ng Chai Tee, JP
4. To re-elect the following Directors who retire pursuant to Article 87 of the Company’s Articles of Association:4.1 En. Khalid Bin Sufat4.2 Mr. Lim Joo Kiat
5. To re-appoint Messrs Moores Rowland as Auditors of the Company and to authorise the Directors to fix their remuneration.
No For AgainstResolutions
Please indicate with a cross “X” in the spaces provided whether you wish your votes to be cast for or against theResolutions. In the absence of specific directions, your proxy will vote or abstain as he/she thinks fit.
Dated this_________day of_____________2002
______________________________________________
Signature (First or Sole Shareholder or Common Seal)
NO. OFSHARES HELD
Notes:A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the CompaniesAct, 1965 shall not apply to the Company.
To be valid this form duly completed must be deposited at the registered office of the Company at Wisma Bina Puri,88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsan not less than forty-eight (48)hours before the time for holding the meeting.
A member shall be entitled to appoint more than one proxy to attend and vote at the same meeting. The provisionof Section 149(1)(c) of the Companies Act, 1965 shall not apply to the Company.
Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies theproportions of his holdings to be represented by each proxy.
If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.
Proxy Form