Spritzer Tinge is the exciting natural mineral water with a choice of Grape, Lemon or Fruit Fusion flavors. Unlike most flavored drinks on the market, Tinge is a non-carbonated and refreshing flavored drink with no added colours, made especially for celebrity-loving teens.
CONTENTS
25 years Story
Milestones Poster!
NOTICE OF 21 ST
ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN THAT
ANNUAL
GENERAL
MEETING
30250 IPOH, PERAK
IMPIANA HOTEL IPOH
Nik Mohamad Pena bin Nik Mustapha, DIMP and Dato' Mohd Adhan bin Kechik, DJMK, SMK, each of whom has served as Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, and recommend that they remain act as independent non-executive directors of the Company. Nik Mohamad Pena bin Nik Mustapha, DIMP, who has served as an Independent Non-Executive Director of the Company for a cumulative term of more than nine (9) years, to continue to act as an Independent Non-Executive Director of the Company.” .
DETAILS OF INDIVIDUALS WHO ARE STANDING FOR ELECTION AS DIRECTORS
STATEMENT ACCOMPANYING NOTICE OF TWENTY-FIRST
Nik Mohamad Pena bin Nik Mustapha, DIMP. Chok Hooa @ Chok Yin Fatt, PMP Tanggal' Mohd Adhan bin Kechik, DJMK, SMK. Nik Mohamad Pena bin Nik Mustapha, DIMP. Dato' Mohd Adhan bin Kechik, DJMK, SMK. Chok Hooa @ Chok Yin Fatt, PMP. Dato' Mohd Adhan bin Kechik, DJMK, SMK. Lam Sang Lim Seng Lee. Terdaftar di Pasar Utama Bursa Malaysia Securities Berhad. Lot 85, Jalan Portland, Kawasan Industri Tasek,. Email: [email protected] Website: www.spritzer.com.my. Layanan Investor Tricor Sdn Bhd. Sebelumnya dikenal sebagai Deloitte KassimChan) Chartered Accountants.
CORPORATE INFORMATION
BOARD OF DIRECTORS
DATO’ LIM A HENG @
LIM KOK CHEONG, JSM, DPMP, JP
DATO’ LIM KOK BOON, DPMP
DR. CHUAH CHAW TEO LAM SANG
CHOK HOOA @ CHOK YIN FATT, PMP
DATO’ MOHD ADHAN BIN KECHIK, DJMK, SMK KUAN KHIAN LENG
CORPORATE STRUCTURE
AS AT MAY 31, 2014
HIDRO DINAMIK SDN BHD
SPRITZER BHD
FINANCIAL HIGHLIGHTS
REVENUE (RM’000)
18.2% GROWTH FROM 2013
TOTAL EQUITY
SHARE PRICE (31 MAY)
BASIC EARNINGS PER SHARE
PROFIT BEFORE
CHAIRMAN’S
STATEMENT
On behalf of the Board of Directors of Spritzer Bhd, I have great pleasure
ECONOMIC OVERVIEW
FINANCIAL REVIEW
CHAIRMAN’S STATEMENT
REVENUE
DIVIDEND
With the better
EARNINGS
PER SHARE (SEN)
SIGNIFICANT CAPITAL EXPENDITURE
OUTLOOK AND PROSPECTS
ACHIEVEMENTS, AWARDS AND RECOGNITIONS
In the 14th annual Finance Asia survey, which seeks to determine the best Asian companies according to investors and analysts, Spritzer Bhd has been selected as the best small-cap company in Malaysia.
LARGEST
MALAYSIA
ACKNOWLEDGEMENT
LA PEC
N ERVI
At Spritzer, the values of sustainability and corporate social responsibility (CSR) initiatives have always been an integral part of our business to ensure long term growth and success
As we enter into our 25 th year of business, our commitment on CSR has been reinforced and our commitments continued to be creating a positive impact and strive to maintain a proper
CORPORATE
SOCIAL RESPONSIBILITY
ENVIRONMENT
MARKET PLACE
COMMUNITY
CORPORATE SOCIAL RESPONSIBILITY
WORK PLACE
DIRECTORS’
PROFILE
DATO’ LIM A HENG @ LIM KOK CHEONG,
JSM, DPMP, JP
DATO’ LIM KOK BOON,
DPMP
DR. CHUAH CHAW TEO
LAM SANG
CHOK HOOA @
CHOK YIN FATT, PMP
Malaysian Institute of Accountants, fellow members of CPA Australia and Malaysian Institute of Chartered Secretaries and Administrators and a member of the Malaysian Institute of Certified Public Accountants. He is also the Chairman of the Remuneration Committee and a member of the Audit Committee of the Company.
DATO’ IR. NIK
In 1982, he joined Yee Lee Corporation Bhd as Chief Accountant and was promoted to the Board as Executive Director in 1990. He is a Director of OKA Corporation Bhd, Yee Lee Corporation Bhd and other public companies which are not listed on Bursa Malaysia Securities Berhad including Yee Lee Organization Bhd.
MOHAMAD PENA BIN NIK MUSTAPHA, DIMP
DATO’ MOHD ADHAN BIN KECHIK, DJMK, SMK
DIRECTORS’ PROFILE
KUAN KHIAN LENG
AUDIT
COMMITTEE REPORT
An agenda will be sent to all members of the Audit Committee and any persons who may be invited to attend. The External and Internal Auditors and other members of senior management will be invited to attend these meetings upon invitation by the Chairman of the Audit Committee.
AUDIT COMMITTEE REPORT
All members of the Audit Committee are able to effectively perform their functions, duties and responsibilities in accordance with the terms of reference of the Audit Committee and to support the Board of Directors in ensuring Corporate Governance of the Group, including the following:- . Review and recommend the quarterly results and annual accounts prior to approval by the Board of Directors, with particular emphasis on: -. changes in or implementation of significant accounting policies and practices; compliance with accounting standards and other legal requirements; And. assess the adequacy of the scope, functions, competence and resources of the internal audit functions; And. review the internal audit plan and audit reports and act on the recommendations in such reports. review the external auditors' audit plan, the scope of their audits and audit reports; evaluation with the external auditors of their evaluation of the system of internal controls; And. assessing the performance of the external auditors and making recommendations to the Board of Directors regarding their appointment and remuneration. review all related party transactions and conflicts of interest that may arise, including any transaction, procedure or course of conduct that raises a question of management integrity within the Group. assessing and verifying the allocation of options under the Company's employee stock option plan, in accordance with the allocation criteria. assessing processes and procedures for the purpose of ensuring compliance with all laws, regulations and rules, guidelines and guidelines established by the relevant regulatory authorities; And. performing such other functions as the Audit Committee deems appropriate or as authorized by the Board of Directors; The Audit Committee has the authority to: -. i) obtaining the necessary resources required to carry out its tasks. ii) have full and unrestricted access to all information and documents relevant to its activities. All Group employees are required to comply and cooperate with any request from the Audit Committee. iii) hold meetings with the external auditors, the internal auditors or both without the presence of the executive director, management or other employees of the Group, unless specifically invited by the Audit Committee. Meetings with the external auditors take place when necessary, and at least twice a year. iv) seek independent professional advice as it deems necessary. The Audit Committee meets at least four times a year and additional meetings may be convened at any time at the discretion of the Chairman.
SUMMARY OF ACTIVITIES UNDERTAKEN BY A RELATED
PARTY ENGAGED TO CARRY OUT INTERNAL AUDIT FUNCTION
STATEMENT ON
CORPORATE GOVERNANCE
The company secretary regularly updates the board and informs it about new regulations issued by regulatory authorities. The Board Charter is available on the Company's website at http://www.spritzer.com.my.
STATEMENT ON CORPORATE GOVERNANCE
Directors' commissions must be approved by the shareholders at the upcoming 21st general meeting of the company. The Board of Directors is satisfied with the existing number and composition of directors, which fairly reflect the minority shareholders' investment in the company.
ADDITIONAL
COMPLIANCE INFORMATION
STATEMENT ON RISK
MANAGEMENT & INTERNAL CONTROL
STATEMENT ON RISK MANAGEMENT & INTERNAL CONTROL
REPORTS AND FINANCIAL
STATEMENTS
102 Statement by Directors
102 Declaration by the Officer Primarily
The directors of SPRITZER BHD. are pleased to submit their report and audited financial statements of the Group and the Company for the financial year ended 31 May 2014. The Company is primarily engaged in investment holding activities. The main activities of the subsidiaries are explained in note 15 to the annual accounts. There were no significant changes in the nature of the activities of the Company and its subsidiaries during the financial year. The operating results of the Group and the Company for the financial year are as follows:. In the opinion of the directors, the operating results of the Group and the Company during the financial year have not been materially affected by any item, transaction or event of a material and unusual nature. During the current financial year, an interim dividend of 4.0 sen per share, untaxed, was declared by the Company, which was declared on the ordinary shares in the previous financial year and was dealt with in the previous directors' report. The directors have proposed an initial and final dividend of 4.0 sen per share, under the single tier system, for the current financial year. This dividend must be approved by the shareholders at the upcoming General Meeting of Shareholders of the Company and is not included as a liability in the annual accounts. No material transfers to or from reserves or provisions took place during the financial year, other than stated in the annual accounts. ISSUE OF SHARES AND BONDS. i) issue of 811,000 new ordinary shares of RM0.50 each in cash under the Company's Employees' Share Option Scheme (“ESOS”) at an exercise price of RM0.75 per ordinary share; iii) issuing 141,000 new ordinary shares of RM0.50 each in cash in accordance with the Company's ESOS at an exercise price of RM1.56 per ordinary share; and (iv) issuance of 1,002,248 new ordinary shares of RM0.50 each in cash pursuant to the conversion of Warrants at an exercise price of RM1.18 per ordinary share. The resulting premium arising from the shares issued under the Company's ESOS and Warrants of RM1,931,153 has been credited to the share premium account.
REPORT
The new ordinary shares issued rank pari passu with the then existing ordinary shares of the company. In the opinion of the directors, no item, transaction or event of a material and unusual nature has occurred in the interval between the end of the financial year and the date of this report, which is likely to materially affect the results of the Group's operations. and of the Company for the financial year in which this report was made, except for those disclosed in note 35 of the financial statements.
DIRECTORS’ REPORT
No contingent or other liability has become, or is likely to become, within twelve months after the end of the financial year which, in the opinion of the Directors, will materially affect or be likely to affect the ability of the Group and the Company to meet its obligations as they fall due. Dato’ Lim A Heng @ Lim Kok Cheong, JSM, DPMP, JP holds an interest in the shares of the Company and is also deemed to have an interest in the shares of all subsidiaries to the extent that the Company holds an interest.
INDEPENDENT
AUDITORS’ REPORT
The supplementary information set out in note 36 is provided to meet the requirements of Bursa Malaysia Securities Berhad and does not form part of the financial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on special issue no.
STATEMENTS OF PROFIT OR LOSS
STATEMENTS OF OTHER
COMPREHENSIVE INCOME
STATEMENTS OF
FINANCIAL POSITION
CHANGES IN EQUITY
STATEMENTS OF CASH FLOWS
NOTES TO THE
FINANCIAL STATEMENTS
GENERAL INFORMATION
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
- Adoption of new and revised MFRSs
Fair Value Measurement
- BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS (cont’d) 1 Adoption of new and revised MFRSs (cont’d)
- Standards and IC Interpretations (“IC Int.”) in issue but not yet effective
- SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Subsidiaries and Basis of Consolidation (cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Business Combinations (cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Revenue Recognition (cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Borrowing Costs
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Property, Plant and Equipment (cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Investment Properties
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Impairment of Assets excluding Goodwill (cont’d)
- SIGNIFICANT ACCOUNTING POLICIES (cont’d) Financial Instruments (cont’d)
- CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY
- CRITICAL ACCOUNTING JUDGEMENTS AND KEY SOURCES OF ESTIMATION UNCERTAINTY (cont’d) (e) Deferred Tax on Investment Properties
- REVENUE
- SEGMENT REPORTING
- SEGMENT REPORTING (cont’d) The Group
- SEGMENT REPORTING (cont’d) Geographical segments
- OTHER GAINS AND LOSSES, OTHER EXPENSES AND EMPLOYEE BENEFITS EXPENSE Included in other gains and losses and other expenses are the following
- OTHER GAINS AND LOSSES, OTHER EXPENSES AND EMPLOYEE BENEFITS EXPENSE (cont’d) Included in employee benefits expense are the following
- INVESTMENT REVENUE
- DIRECTORS’ REMUNERATION
- FINANCE COSTS
- INCOME TAX EXPENSE
- INCOME TAX EXPENSE (cont’d) Current tax assets and liabilities
- EARNINGS PER SHARE
- PROPERTY, PLANT AND EQUIPMENT
- PROPERTY, PLANT AND EQUIPMENT (cont’d) The Group
- PROPERTY, PLANT AND EQUIPMENT (cont’d)
- INVESTMENT PROPERTIES
- INVESTMENTS IN SUBSIDIARY COMPANIES
- GOODWILL ON CONSOLIDATION
- INVESTMENT IN UNQUOTED SHARES
- INVENTORIES
- INVENTORIES (cont’d)
- TRADE AND OTHER RECEIVABLES
- TRADE AND OTHER RECEIVABLES (cont’d) The non-current portion is repayable as follows
- TRADE AND OTHER RECEIVABLES (cont’d)
- RELATED PARTY TRANSACTIONS
- RELATED PARTY TRANSACTIONS (cont’d)
- OTHER ASSETS
- FIXED DEPOSIT, CASH AND BANK BALANCES
- SHARE CAPITAL AND TREASURY SHARES (a) Share capital
- RESERVES
- HIRE-PURCHASE PAYABLES
- BORROWINGS
- BORROWINGS (cont’d)
- DEFERRED TAX LIABILITIES The Group
- TRADE AND OTHER PAYABLES
- OTHER LIABILITIES
- DIVIDEND
- SHARE-BASED PAYMENTS
- SHARE-BASED PAYMENTS (cont’d)
The Group and the Company have not elected for early adoption of the relevant new and revised IFRS and IC Int. Other payables of the Group and the Company are unsecured, non-interest bearing and repayable on demand.
Offer 2 Offer 3
- FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT Categories of financial instruments
- FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) (a) Market risk (cont’d)
- FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) (b) Credit risk (cont’d)
- FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) (c) Liquidity and cash flow risks (cont’d)
- FINANCIAL INSTRUMENTS, FINANCIAL RISKS AND CAPITAL RISKS MANAGEMENT (cont’d) Fair Values of Financial Assets and Financial Liabilities
- STATEMENTS OF CASH FLOWS
- CAPITAL COMMITMENTS
- SUBSEQUENT EVENT
- SUPPLEMENTARY INFORMATION - DISCLOSURE ON REALISED AND UNREALISED PROFITS OR LOSSES
Risk management is an integral part of the entire group's and company's business. At the end of the reporting period, the group is not exposed to a significant concentration of credit risk.
BY DIRECTORS
DECLARATION BY THE OFFICER
PRIMARILY RESPONSIBLE FOR THE
FINANCIAL MANAGEMENT OF THE COMPANY
ANALYSIS OF
SHAREHOLDINGS
By virtue of Dato' Lim A Heng @ Lim Kok Cheong's interest in the shares of the Company, he is also deemed to have an interest in the shares of all subsidiary companies to the extent that the Company has an interest.
WARRANTHOLDINGS
LIST OF
PROPERTIES
Deloitte (formerly known as Deloitte KassimChan) as Auditors of the Company and to authorise the Directors to fix their remuneration. Where a member appoints more than one (1) proxy, such appointment shall be invalid unless he specifies the proportions of his shareholding to be represented by each proxy. iv) Where a member of the Company is an exempt authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 which holds ordinary shares in the Company for multiple beneficial owners in one securities account (“omnibus account”), there is no limit to the number of proxies which the exempt authorised nominee may appoint in respect of each omnibus account it hold. v) The instrument appointing a proxy must be deposited at the Registered Office of the Company at Lot 85, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan not less than forty-eight (48) hours before the time appointed for holding the meeting. vi) Only a depositor whose name appears on the Record of Depositors as at November 17, 2014 shall be entitled to attend the said meeting or appoint proxies to attend and/or vote on his behalf.
