NOTICE NOTICE NOTICE IS HEREBY GIVEN that the Fourth Annual General Meeting of the Company will be held at the Auditorium, Ground Floor, no. The Group's success is attributed to the dedication and loyalty of its highly skilled staff.
CORpORATE SOCIAL RESpONSIBILITy
CORpORATE SOCIAL RESpONSIBILITy CORpORATE SOCIAL RESpONSIBILITy (CONT’D)
These disclosures are contained in this statement, the Statement on Internal Control and the Report of the Audit Committee. To ensure that there is balance of power and authority, the roles of the Chairman and the Managing Director are clearly separated.
The terms of reference of each Committee are approved by the board and, where appropriate, are consistent with the recommendations of the Code. The report of the Audit Committee is presented on pages 21 to 25 of this annual report.
STATEMENT OF CORpORATE GOvERNANCE (CONT’D)
The members of the Nomination Committee, all of whom are non-executive directors and most of whom are independent, are as follows. The members of the Remuneration Committee, most of whom are non-executive, are as follows: - Chairman: Tiong Kiong King (Independent Non-Executive Vice-Chairman).
STATEMENT OF CORpORATE GOvERNANCE (CONT’D) STATEMENT OF CORpORATE GOvERNANCE (CONT’D)
Directors over the age of seventy (70) shall submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965. All members of the Audit Committee shall be non-executive directors with a majority of them being independent directors.
STATEMENT OF CORpORATE GOvERNANCE (CONT’D) REpORT OF THE AUDIT COMMITTEE
The chairman of the audit committee is elected from among them, who must be an independent director appointed by the board. The secretary of the audit committee shall be any one (1) of the company's joint secretaries.
REpORT OF THE AUDIT COMMITTEE (CONT’D)
A quorum consists of a majority of independent directors and not less than two (2) independent directors. The Audit Committee will hold at least four (4) meetings per year. Additional meetings may be held as necessary, at the request of any member of the Audit Committee, management, internal or external auditors. Normally the Internal Audit Manager and the Group Financial Controller are invited to attend the meetings. Other members of the board of directors, employees and representatives of external auditors will attend the meetings at the invitation of the Audit Committee. A written decision signed by all members of the Audit Committee is deemed to have been adopted at a meeting held on the date on which it is signed by the last member. The Audit Committee will meet at least twice a year with the external auditors, excluding the presence of other directors and employees of the Company and the Group. The Audit Committee may also meet with the internal auditors, excluding the presence of other directors and employees of the Company and the Group, when deemed necessary. Minutes of the meetings are kept and distributed to each member of the Audit Committee and the board of directors. The chairman of the Audit Committee reports on each meeting to the board of directors. 7) Assessment of the composition of the Audit Committee.
REpORT OF THE AUDIT COMMITTEE (CONT’D) REpORT OF THE AUDIT COMMITTEE (CONT’D)
REPORT OF THE AUDIT COMMITTEE (CONTINUED). i) review the proposed amendments to the Terms of Reference of the Committee before recommending to the board for approval; and. j) consider the change of external auditors of new subsidiaries, before recommendation to the board. The internal audit department of the Group assists the Audit Committee in the fulfillment of its duties and responsibilities and is primarily responsible for the independent assessment of the adequacy, effectiveness and efficiency of the internal control systems in place, in view of the risk -key business exposures. processes to provide reasonable assurance that such systems continue to operate satisfactorily and efficiently.
STATEMENT ON INTERNAL CONTROL
STATEMENT ON INTERNAL CONTROL STATEMENT OF INTERNAL CONTROL (CONT’D)
STATEMENT OF DIRECTORS’ RESpONSIBILITIES
- Utilisation of proceeds from corporate proposal
- Share buy-backs
- Options, warrants and convertible securities
- Depository receipt programme
- Sanctions and/or penalties
- Non-audit fees
- Variation in profit estimate, forecast or projection
- variation in results
- Profit guarantee
- Material contracts
- Revaluation policy on landed properties
- Recurrent related party transactions (“RRpT”)
Deruan Sinar Sdn bhd Verbonden met Tan Sri Datuk Diong workshopmanagement hiew King @ Tiong hiew King, vergoeding. Tiong Toh Siong bezit Sdn bhd, Teck Sing Lik Enterprise Sdn bhd en Datuk Tiong Thai King.
ADDITIONAL COMpLIANCE INFORMATION (CONT’D)
Tiong Toh Siong Holdings Sdn bhd, Teck Sing Lik Enterprise Sdn bhd, Datuk Tiong Thai King en Tiong Kiong King. Tiong Toh Siong Holdings Sdn bhd, Teck Sing Lik Enterprise Sdn bhd en Tiong Kiong King.
ADDITIONAL COMpLIANCE INFORMATION (CONT’D)ADDITIONAL COMpLIANCE INFORMATION (CONT’D)
Verbonden met Tan Sri Datuk Diong hiew King @ Tiong hiew King, Tiong Toh Siong holdings Sdn bhd, Teck Sing Lik Enterprise Sdn bhd en Datuk Tiong Thai King. Verbonden met Tan Sri Datuk Diong hiew King @ Tiong hiew King, Teck Sing Lik Enterprise Sdn bhd, Tiong Kiong King, Datuk Tiong Thai King en Tiong Chiong Ie.
DIRECTORS’ REPORT
DIRECTORS’ REPORT DIRECTORS’ REPORT (CONT’D)
DIRECTORS’ REPORT (CONT’D)
DIRECTORS’ REPORT (CONT’D) STATEMENT BY DIRECTORS
STATUTORY DECLARATION
INDEPENDENT AUDITORS’ REPORT
To the Members of Rimbunan Sawit Berhad (691393-U) REPORT OF THE INDEPENDENT AUDITORS. Report on other legal and regulatory requirements. In accordance with the requirements of the Companies Act 1965 in Malaysia, we also report the following: -. a) In our opinion, the accounting and other records and registers required by law to be kept by the Company and its subsidiaries have been properly maintained in accordance with the provisions of the Law. b) We are satisfied that the accounts of the subsidiaries consolidated with the Company's annual accounts are in form and content appropriate and appropriate for the purposes of preparing the Group's annual accounts and we have received satisfactory information and explanations that required by us for those purposes. c) Our audit reports on the subsidiaries' accounts do not contain any limitations or any negative comments under Article 174(3) of the Act. This report is intended solely for the members of the company as a whole, in accordance with section 174 of the Companies Act 1965 in Malaysia, and for no other purpose.
CONSOLIDATED BALANCE SHEET
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
BALANCE SHEET
STATEMENT OF CHANGES IN EQUITY
INCOME STATEMENT
CASH FLOW STATEMENT
GENERAL INFORMATION
The address of registered office and principal place of business of the Company is located at No. The consolidated financial statements relate to the Company and its subsidiaries (together referred to as "the Group").
BASIS OF PREPARATION 1 Statement of compliance
The Company is a public limited company incorporated and incorporated in Malaysia and listed on the main board of Bursa Malaysia Securities Berhad. The annual accounts were approved for issue by the Board of Directors in accordance with a decision of the directors on December 20, 2008.
NOTES TO THE FINANCIAL STATEMENTS (CONT’D)
BASIS OF PREPARATION (Cont’d) 1 Statement of compliance (Cont’d)
- Basis of measurement
- Functional and presentation currency
- Use of estimates and judgements
As the Group does not have an embedded derivative that needs to be separated from the host contract, the interpretation has had no impact on the Group's financial statements. As the Group has not previously recognized any impairment losses in respect of such assets, the interpretation has had no impact on the Group's financial statements.
SIGNIFICANT ACCOUNTING POLICIES
- Subsidiaries and basis of consolidation (a) Subsidiaries
BASIS OF PREPARATION (Continued) 2.1 Declaration of compliance (Continued) 2.1 Declaration of compliance (Continued) . b) Standards and interpretations that have been issued but are not yet effective and have not been accepted early by the Group (continued). The financial statements have been prepared on the historical cost basis, except as disclosed in the significant accounting policies below.
SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 1 Subsidiaries and basis of consolidation (Cont’d)
- Property, plant and equipment
The excess of the acquisition cost over the fair value of the Group's share of the identifiable net assets acquired at the acquisition date is reflected as goodwill. If the acquisition cost is less than the fair value of the net assets of the acquired subsidiary, the difference is recognized directly in the income statement.
SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 2 Property, plant and equipment (Cont’d)
- Leases
SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 3 Leases (Cont’d)
- Intangible assets (a) Goodwill
SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 4 Intangible assets (Cont’d)
- Biological assets
- Inventories
- Financial instruments
SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 7 Financial instruments (Cont’d)
- Impairment of assets
SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 8 Impairment of assets (Cont’d)
- Provisions and contingent liabilities
- Employee benefits
- Revenue recognition
SIGNIFICANT ACCOUNTING POLICIES (Cont’d) 12 Borrowing costs
- Income tax
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
- Critical judgements made in applying accounting policies
- Key sources of estimation uncertainty
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (Cont’d) 2 Key sources of estimation uncertainty (Cont’d)
PROPERTY, PLANT AND EQUIPMENT (Cont’d)
PROPERTY, PLANT AND EQUIPMENT (Continued). b) The net book value of tangible long-term assets held under hire purchase agreements (Note 16) is as follows:-. c) The net book value of tangible long-term assets held under Ijarah agreements (Note 17) is as.
INTANGIBLE ASSETS
August 2008 Cost
- INTANGIBLE ASSETS (Cont’d)
- BIOLOGICAL ASSETS (Cont’d)
- DEPOSITS, CASH AND BANK BALANCES
- SHARE CAPITAL
- RESERVES (Cont’d)
- ISLAMIC SECURITIES AND OBLIGATIONS UNDER IJARAH ARRANGEMENTS (Cont’d)
- DEFERRED TAX
- DEFERRED TAX (Cont’d)
- TRADE AND OTHER PAYABLES
- REVENUE
- FINANCE COSTS
- PROFIT BEFORE TAX
- PROFIT BEFORE TAX (Cont’d)
- INCOME TAX EXPENSE
- BASIC EARNINGS PER ORDINARY SHARE
- PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
- CASH AND CASH EQUIVALENTS
- COMMON CONTROL BUSINESS COMBINATIONS
- COMMON CONTROL BUSINESS COMBINATIONS (Cont’d)
- CAPITAL COMMITMENT
- RELATED PARTY DISCLOSURES
- RELATED PARTY DISCLOSURES (Cont’d)
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
- FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (Cont’d) (e) Fair values
- COMPARATIVE FIGURES
NOTES TO THE FINANCIAL STATEMENTS (CONTINUED). TRADE AND OTHER RECEIVABLES Group company. Receivables from related parties:-. b) The amount due from subsidiaries is unsecured, interest-free and must be repaid on demand. NOTES TO THE FINANCIAL STATEMENTS (CONTINUED). Amount to related parties:-. b) The amount owed to subsidiaries is unsecured, interest-free and must be repaid on demand.
PROPERTIES OWNED BY THE GROUP
PROPERTIES OWNED BY THE GROUP. Per 31 August 2008 ANALYSIS OF SHARE HOLDINGS. Share class: Ordinary shares of RM0.50 each. Voting rights: One vote per common stock. Distribution plan for ordinary shares. Name Direct Interest % Indirect Interest %. a) Deemed interested by virtue of its interests in Rimbunan Hijau Southeast Asia Sdn Bhd and Rimbunan Hijau (Sarawak) Sdn Bhd under Section 6A of the Companies Act, 1965. b) Deemed interested by virtue of its interests in Tiong Toh Siong Holding Sd. Bhd, Tiong Toh Siong Enterprises Sdn Bhd and Rimbunan Hijau Southeast Asia Sdn Bhd under Section 6A of the Companies Act, 1965. c) Deemed to be interested by virtue of its interest in Rimbunan Hijau Southeast Asia Sdn Bhd under Section 6A of Companies Act. , 1965. d) Deemed interested by virtue of his interests in Tiong Toh Siong Holdings Sdn Bhd, Teck Sing Lik Enterprise Sdn Bhd, Tiong Toh Siong Enterprises Sdn Bhd, Pertumubhan Abadi Asia Sdn Bhd, Rimbunan Hijau Southeast Asia Sdn Hijau ( Rimbuna Bhd, Rimbuna Hijau Sarawak) Sdn Bhd and Rejang Healthcare Corporation Sdn Bhd under Section 6A of the Companies Act, 1965. The Board's interests in shares in the company are as follows:-. Name Direct Interest % Indirect Interest %. The board of directors, by virtue of their interests in shares in the company, are also considered to have interests in shares in all its related companies to the extent that the company has an interest in accordance with Section 6A of the Companies Act, 1965. a) Considered interested. by virtue of its interests in Tiong Toh Siong Holdings Sdn Bhd, Teck Sing Lik Enterprise Sdn Bhd, Tiong Toh Siong Enterprises Sdn Bhd, Pertumbuhan Abadi Asia Sdn Bhd, Rimbunan Hijau Southeast Asia Sdn Bhd, Rimbunan Hijau (Sarajn Healthcare) Corporation Sdn Bhd pursuant to to Section 6A of the Companies Act, 1965, and the interests of his spouse and children in the company. b) Shares held through Mayban Nominees (Tempatan) Sdn Bhd. c) Deemed interested by virtue of his substantial interest in Biru-Hijau Enterprise Sdn Bhd under Section 6A of the Companies Act, 1965. d) Deemed interested by virtue of the interest of his spouse in the company. e) Deemed interested by virtue of its interest in Priharta Development Sdn Bhd under Section 6A of the Companies Act, 1965. f) Shares held through public nominees (Tempatan) Sdn Bhd.
Analysis of Shareholdings (CONT’D)
The board's interests in shares in the company are as follows:-. Name Direct Interest % Indirect Interest %. The board of directors, by virtue of their interests in shares in the company, are also considered to have interests in shares in all its related companies to the extent that the company has an interest in accordance with Section 6A of the Companies Act, 1965. a) Considered interested. by virtue of its interests in Tiong Toh Siong Holdings Sdn Bhd, Teck Sing Lik Enterprise Sdn Bhd, Tiong Toh Siong Enterprises Sdn Bhd, Pertumbuhan Abadi Asia Sdn Bhd, Rimbunan Hijau Southeast Asia Sdn Bhd, Rimbunan Hijau (Sarajn Healthcare) Corporation Sdn Bhd under to Section 6A of the Companies Act, 1965, and the interests of his spouse and children in the company. b) Shares held through Mayban Nominees (Tempatan) Sdn Bhd. c) Deemed interested by virtue of his substantial interest in Biru-Hijau Enterprise Sdn Bhd under Section 6A of the Companies Act, 1965. d) Deemed interested by virtue of the interest of his spouse in the company. e) Deemed interested by virtue of its interest in Priharta Development Sdn Bhd under Section 6A of the Companies Act, 1965. f) Shares held through public nominees (Tempatan) Sdn Bhd.
Thirty Largest Securities Accounts HoldersAnalysis of Shareholdings (CONT’D)
Ordinary Resolution - To approve the authority to issue shares in accordance with section 132D of the Companies Act, 1965. A member is entitled to appoint more than one (1) proxy to attend and vote at the same meeting, provided that the provisions of section 149 (1)(c) of the Companies Act, 1965 have been complied with.
