In addition to the work of the Silver Book, which was introduced as part of the Government's GLC transformation programme, we developed and presented the group's inaugural CSR policy. Overall, our constant pursuit of excellence has had a positive impact on all aspects of the group.
FINANCIAL PERFORMANCE
While it is natural for the Group to face challenges with each passing year, I am capable of overcoming them, but we have also found ways to transform them into potential areas for growth.
CHIEF EXECUTIVE’S REVIEW
In terms of our Finance and Investment Division, we are in the midst of improving its structure, strengthening core businesses while seeking to increase market share in the consumer, investment and Islamic banking segments. We are now in a strong position to determine what we will do with our various insurance businesses, both at Boustead and Affin levels.
PLANTATION DIVISION
We are confident that the use, popularity and benefits of palm oil will have an undeniable impact on our earnings going forward. This trend to remove trans fat in food applications has enabled Malaysia to increase its palm oil exports to the US by 16%.
HEAVY INDUSTRIES DIVISION
Ali in the presence of HM Paduka Seri Azlan Shah, Sultan of Perak; Duli Yang Teramat Mulia Raja Muda Perak, Raja Dr. Also, our yard in Tema in Ghana offers positive opportunities to increase our expertise in the oil and gas sector catering to the West African region.
PROPERTY DIVISION
During the year it recorded a pre-tax profit of RM62 million with a strong contribution from its stock broking business as a result of a good stock market. Affin Islamic Bank Berhad (Affin Islamic), which was established in April 2006, recorded an encouraging pre-tax profit of RM58 million.
TRADING DIVISION
The upgrade of one of the plate machines completed during the year increased plant capacity and reduced unit production costs. University of Nottingham Malaysia Sdn Bhd, one of the leading private academic institutions, has seen its student population grow to over 2,650.
FIVE YEAR FINANCIAL HIGHLIGHTS
CORPORATE INFORMATION
FINANCIAL CALENDAR
PROFILE OF DIRECTORS
- BHG. TAN SRI DATO’ LODIN WOK KAMARUDDIN
- BHG. DATO’ GHAZALI MOHD ALI
- BHG. DATUK AZZAT KAMALUDIN
- BHG. DATO’ GHAZALI MOHD ALI
Tan Sri Ghazali was the chairman of Lembaga Tabung Angkatan Tentera (LTAT) for 19 years, from 23 February 1988 to 22 February 2007. He also sits on the boards of Boustead Plantations Berhad, Boustead Properties B e r h a d and U A C B e r h a d. He has no family relationship with any director and/or major shareholder of Boustead Holdings Berhad, nor any personal interest in any business dealings involving the company. R) TAN SRIDATO’ MOHD GHAZALI DATO’ MOHD GHAZALI HJ. He is also the Executive Director of Lembaga Tabung Angkatan Tentera (LTAT). Tan S r i L o d i n g r a d u t a r a d u t e r a m t the C o l l e g e of bus i n e s s Administration, University of Toledo, Ohio, United States of America with a Bachelor of Business Administration and a Master of Business Administration. Before joining LTAT in 1982, he was the Managing Director of Perbadanan Kemajuan Bukit Fraser from 1973 to 1982. He has extensive experience in general management and fund management. Tan Sri Lodin is also a member of the boards of directors of Affin Holdings Berhad, Boustead Plantations Berhad, Boustead Properties Berhad, Boustead Heavy Industries Corporation Berhad, UAC Berhad, Affin Bank Berhad, Affin Investment Bank Berhad, Affin Islamic Bank Berhad, Affin Capital Sdn Bhd, AXA AFFIN Life Insurance Berhad, Johan Ceramics Berhad, The University of Nottingham in Malaysia Sdn Bhd, Boustead Petroleum Marketing Sdn Bhd, Boustead REIT Managers Sdn Bhd, Boustead Naval Shipyard Sdn Bhd, Boustead Petroleum Sdn Bhd and Badan Pengawas Dulang Saham Minoriti Berhad. He has no family relationship with any director and/or major shareholder of Boustead Holdings Berhad nor any personal interest in any business arrangement involving the company other than he is also an executive director of LTAT. TAN SRI DATO’ LODINWOK KAMARUDDIN WOK KAMARUDDIN. Group CEO Non-independent executive director. R) DATO’ MOHD YUSOF DIN DATO’ MOHD YUSOF DIN Independent.
SENIOR MANAGEMENT TEAM
THE BOARD OF DIRECTORS OF BOUSTEAD HOLDINGS BERHAD IS PLEASED TO PRESENT THE FOLLOWING REPORT OF THE AUDIT
AUDIT COMMITTEE REPORT
The Audit Committee (the Committee) was established on 27 June 1994 to act as a Committee of the Board. The members of the Audit Committee will elect a Chairman from among themselves who is an independent non-executive Director.
THE BOARD OF DIRECTORS IS COMMITTED TO THE PRINCIPLES OF THE MALAYSIAN CODE ON CORPORATE GOVERNANCE (THE CODE) AND
STATEMENT ON CORPORATE GOVERNANCE
THE BOARD OF DIRECTORS IS COMMITTED TO THE PRINCIPLES OF THE MALAYSIAN CODE OF CORPORATE GOVERNANCE (CODE) AND. COMPOSITION OF THE BOARD The Board currently has seven members, consisting of two executive directors and five non-executive directors.
THE BOARD OF DIRECTORS IS REQUIRED UNDER PARAGRAPH 15.27(A) OF THE LISTING REQUIREMENTS OF BURSA MALAYSIA SECURITIES BERHAD
DIRECTORS’ RESPONSIBILITY STATEMENT
THE BOARD OF DIRECTORS IS REQUESTED PURSUANT TO RESIGNATION 15.27(A) OF THE LISTING APPLICATION OF BURSA MALAYSIA SECURITY SERVICES BERHAD. The statement is made in accordance with the decision of the board of directors of February 29, 2008.
THE BOARD OF DIRECTORS OF BOUSTEAD HOLDINGS BERHAD IS PLEASED TO MAKE THE FOLLOWING STATEMENT ON INTERNAL
STATEMENT ON INTERNAL CONTROL
The internal audit function ensures the effectiveness of the internal control system in the group. The Board of Directors is of the opinion that the internal control system established for the year under review was sound and capable of safeguarding shareholders' investments, clients' interests and the Group's assets.
DIRECTORS’ REPORT
These financial statements do not reflect the final dividend and bonus dividend that will be accounted for in shareholders' equity as an allocation of retained earnings in the year ended December 31, 2008. The Directors of the Company in office since the date of the last report and at the date of this report are:. R) Tan Sri Dato' Mohd Ghazali Hj. Tan Sri Dato' Lodin Wok Kamaruddin. R) Dato’ Mohd Yusof Din Tuan Hj. Tan Sri Dato' Lodin Wok Kamaruddin purchased 24 million Boustead shares during the year, and the agreement for the purchase of the remaining 5,912,699 Boustead shares will expire on 14 November 2008.
STATEMENT BY DIRECTORS AND STATUTORY DECLARATION
AUDITORS’ REPORT
INCOME STATEMENTS
BALANCE SHEETS
STATEMENTS OF CHANGES IN EQUITY
CASH FLOW STATEMENTS
ACCOUNTING POLICIES
The costs of replanting the same crop are charged to the income statement in the year in which they are incurred. Development income and expenses are recognized in the income statement when the financial outcome of the development activity can be reliably estimated.
NOTES TO THE FINANCIAL STATEMENTS
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (cont’d.) Fair values (cont’d.)
In addition, prepaid leases were classified as other receivables and were listed at expected realizable value. Under FRS 117, leased land and prepaid leases are classified as operating leases and the prepayments made represent prepaid lease payments.
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d.) (d) Property development
SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS (cont’d.) (h) Offshore patrol vessel (OPV)
REVENUE
OPERATING COST
OPERATING COST (cont’d.)
INTEREST INCOME
OTHER INVESTMENT INCOME/(LOSS)
FINANCE COST
TAXATION
TAXATION (cont’d.)
EARNINGS PER SHARE Basic earnings per share
DIVIDENDS
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT (cont’d.)
The net book value of revalued properties in the group which would have been included in the financial statements if these assets had been stated at cost less depreciation is as follows:
BIOLOGICAL ASSETS
BIOLOGICAL ASSETS (cont’d.)
INVESTMENT PROPERTIES
DEVELOPMENT PROPERTIES
PREPAID LAND LEASE PAYMENTS
PREPAID LAND LEASE PAYMENTS (cont’d.)
LONG TERM PREPAYMENTS
SUBSIDIARIES
SUBSIDIARIES (cont’d.)
ASSOCIATES
ASSOCIATES (cont’d.)
INVESTMENTS
OFFSHORE PATROL VESSEL EXPENDITURE
GOODWILL ON CONSOLIDATION
INVENTORIES
PROPERTY DEVELOPMENT IN PROGRESS
DUE FROM/TO CUSTOMERS ON CONTRACTS
DUE FROM/TO CUSTOMERS ON CONTRACTS (cont’d.)
RECEIVABLES
DEPOSITS, CASH AND BANK BALANCES
DISPOSAL GROUP CLASSIFIED AS HELD FOR SALE
SHARE CAPITAL
NON-DISTRIBUTABLE RESERVES
RETAINED EARNINGS
LONG TERM BORROWINGS
LONG TERM BORROWINGS (cont’d.)
PAYABLES
DEFERRED TAXATION
The availability of the unused tax losses and unabsorbed capital allowances for set-off against future taxable profits of the respective subsidiaries is subject to no material changes in shareholding of those subsidiaries under Section 44(5A) and 44(5B) of the Income Tax Act, 1967.
BORROWINGS
INTEREST IN JOINT VENTURE PLANTATION
SEGMENTAL INFORMATION
SEGMENTAL INFORMATION (cont’d.)
COMMITMENTS
OPERATING LEASE OBLIGATION
OPERATING LEASE OBLIGATION (cont’d.)
CONTINGENT ASSET
CONTINGENT LIABILITIES
SIGNIFICANT RELATED PARTY DISCLOSURES
SIGNIFICANT RELATED PARTY DISCLOSURES (cont’d.)
The Directors are of the opinion that the above transactions are in the normal course of business and on terms mutually agreed between the parties. Pursuant to a supplementary agreement between a subsidiary and two of its directors for the sub-lease of 12,140.6 hectares of leasehold plantation land for a total consideration of RM39 million, the subsidiary has sub-leased hectares of the leasehold plantation land as at 31 December 2007.
SIGNIFICANT EVENTS
SIGNIFICANT EVENTS (cont’d.)
SUBSEQUENT EVENTS
HOLDING CORPORATION
AUTHORISATION FOR ISSUANCE OF FINANCIAL STATEMENTS
BOUSTEAD GROUP
Boustead Penang Shipyard Sdn Bhd Heavy Engineering Construction, RM formerly known as Penang Shipbuilding ship repair and ship. & Construction Sdn Bhd) buildings. formerly known as PSC Petroleum services for oil and . Sdn Bhd) gas industry. Sdn Bhd and defense related products. Aeromarine Maintenance Services Provision of maintenance and RM Sdn Bhd services for defense. BHIC Defense Technologies Sdn Bhd Investment Holding RM, formerly known as PSC Defense Technologies Sdn Bhd). Naval Defense and Communication Facility for maintenance and RM System Sdn Bhd services of. Atlas Defense Technology Sdn Bhd Supply of electronics and RM system technology to. Malaysian Heavy Industry Group Investment Holdings RM, formerly known as PSC Bofors, Defense serving BOFORS. Sdn Bhd) weapon systems.
ADDITIONAL DISCLOSURES
- UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSAL There were no proceeds received during the current financial year
- SHARE BUY-BACKS DURING THE FINANCIAL YEAR
- OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES EXERCISED
- AMERICAN DEPOSITORY RECEIPTS (ADR) / GLOBAL DEPOSITORY RECEIPT (GDR)
- SANCTIONS/PENALTIES
- NON-AUDIT FEES
- VARIATION IN RESULT
- PROFIT GUARANTEE
- REVALUATION POLICY OF LANDED PROPERTIES
- MATERIAL CONTRACTS
There were no profit guarantees given by the Company and its subsidiaries during the financial year ended 31 December 2007. REVALUATION POLICY OF LARGE PROPERTIES. The Group's land properties classified under property, plant and equipment are not revalued but are reviewed at each balance sheet date to determine whether there is any indication of impairment. These properties are stated at cost less accumulated depreciation and impairment. For land properties classified as investment properties, the Group assesses the fair value at the end of each financial year and the change in fair value is taken as profit or loss in the income statement. There were no material contracts entered into by the Group involving the interests of Directors and major shareholders, whether still existing at the end of the financial year ended 31 December 2007 or entered into since the end of the previous financial year. At the Annual General Meeting held on 5 April 2007, the Company obtained Shareholders' Mandate to allow the Group to enter into recurring related party transactions of a revenue or trading nature. In accordance with Section 4.1.5 of Practice Note No. 12/2001 of the Bursa Malaysia Securities Berhad Listing Requirements, the details of recurring related party transactions carried out during the financial year ended 31 December 2007 in accordance with the Shareholders' Mandate are disclosed as follows. :. Related Party Connected Person Nature of Transactions RM'000. R) Tan Sri Management Services provided by 87. Materials Sdn Bhd Dato’ Mohd Ghazali Boustead Holdings Berhad Hj. Provision of renovation works to 1,459 Tan Sri Dato' Lodin Boustead Petroleum Marketing. Wok Kamaruddin Sdn Bhd, Boustead Credit Sdn Bhd, Boustead Emasewa Sdn Bhd, Boustead Sissons Sdn Bhd and Boustead Estates Agency Sdn Bhd. by Boustead Shipping Agencies Sdn Bhd. R) Tan Sri Management Services provided 382.
RECURRENT RELATED PARTY TRANSACTIONS
PROPERTIES OF THE GROUP
GROUP OIL PALM AGRICULTURAL STATISTICS
PLANTATION AREA STATEMENT
LOCATION OF GROUP PLANTATIONS
SHAREHOLDING STATISTICS
STATEMENT OF DIRECTORS’ INTERESTS
NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY given that the Forty-Sixth Annual General Meeting of Boustead Holdings Berhad will be held at 4th Floor,
Ordinary Resolution – Authority to Allot and Issue Shares In General Pursuant to Section 132D of the Companies Act, 1965. 34;THAT, subject to the Companies Act, 1965 (Act), the Memorandum and Articles of Association of the Company and the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its Subsidiaries to enter into all transactions involving the Related Parties as specified in Section 2.3.1 of the Circular to Shareholders dated 12 March 2008 provided that such transactions are:. i) recurrent transactions of a revenue or trading nature;. ii) necessary for the day-to-day operations;. iii) carried out in the ordinary course of business on normal commercial terms which are not more favourable to the Related Parties than those generally available to the public; and. iv) are not to the detriment of the minority shareholders. AND THAT such approval shall continue to be in force until:. i) the conclusion of the next Annual General Meeting (AGM), at which time it will lapse, unless by a resolution passed at the said AGM, such authority is renewed;. ii) the expiration of the period within which the next AGM of the Company is required to be held pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act); or. iii) revoked or varied by a resolution passed by the shareholders in a General Meeting;.
ANNUAL GENERAL MEETING
If you wish to appoint a person other than the chairman of the meeting as a proxy, you must insert in block letters the full name and address of the person you have chosen and insert the insertion at the same time as the words "the chairman of the Meeting or". A proxy needs not to be a member of the company, but must appear in person at the meeting to vote.
