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Lay Hong Berhad

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He has more than 20 years of experience in poultry farming and has been involved in the operations of Lay Hong Berhad Group since its establishment. He is the brother of Yip Kim Hoong, Yap Hoong Chai and Yeap Fock Hoong, who are also directors of the company. He owns 7,200 shares of RM1/- each in Lay Hong Berhad and has an indirect interest through the company's major shareholder, Innofarm Sdn Bhd.

He is the brother of Yip Kim Hoong, Yap Hoong Chai and Yeap Weng Hong, who are also directors of the company. The resulting report of the audit conducted was presented and reviewed by the Lay Hong Bhd Audit Committee and forwarded to management for action.

NOTICE IS HEREBY GIVEN THAT THE TWENTIETH ANNUAL GENERAL MEETING OF THE COMPANY WILL

8 To carry on all other ordinary business activities of the Company for which notice is required in accordance with the Companies Act, 1965 and the Articles of Association of the Company. A nominee may be, 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. This authority, unless revoked or amended by the company at a general meeting, shall lapse at the next annual general meeting of the company.

The ordinary resolution proposed under item 7 of the agenda, if adopted, will authorize the company and/or its subsidiaries to enter into recurring related party transactions of an income or commercial nature. Unless withdrawn or amended by the Company during the general meeting, this authority shall lapse at the next General Meeting of the Company.

LAY HONG &

LIQUID EGG

OUR NEW

LIQUID” ASSET

1 (a) Yap Hoong Chai, a Malaysian, aged 54, is the Chairman and Group Managing Director and a founding member of the Lay Hong Group and was appointed to the Board of Directors of Lay Hong Berhad on 27 September 1983. ON BEHALF OF THE MANAGEMENT OF LAY HONG BERHAD, I AM GLAD TO PRESENT THE ANNUAL REPORT AND FINANCIAL STATEMENTS OF THE COMPANY AND GROUP FOR THE FINANCIAL. The higher production was due to the completion of a modern new high-tech farm in Jeram, Selangor.

The commissioning of the liquid egg production facility in Klang was completed in the year under review. Given the positive scenario and the completion of the new initiatives, the group's performance for the following year would improve.

PROMOTING HEALTHY

The Board has taken steps, as far as practicable, to comply with the recommendations in the Malaysian Code on Corporate Governance. The presence of a sufficient number of independent directors provides a strong element of independence of the Board. Upon appointment, an information session is organized for directors to familiarize them with the activities of the Group.

The board of directors is responsible for ensuring that an annual report for each financial year gives a true and fair view of the group's situation. The board acknowledges its responsibility for the adequacy and integrity of the group's internal control system.

GROUP STRUCTURE & OPERATIONS

April 2003 Bought Sold At 31 March 2004

None of the other directors in office at the end of the financial year had any interest in shares of the Company or its affiliated companies during the financial year. We have taken into account the annual accounts and the associated auditor's reports of the subsidiaries for which we did not act as auditor, as indicated in note 4 to the annual accounts, being annual accounts included in the consolidated annual accounts. No significant changes occurred in the nature of the main activities during the financial year.

The financial statements were approved for publication by the board of directors in accordance with the board's resolution on 28 July 2004. The financial statements of the group and the company have been prepared in accordance with the historical cost convention, unless otherwise stated in the accounting policies below, and comply with the provisions of the Companies Act, 1965 and applicable approved accounting standards in Malaysia. The introduction of MASB 29 has not given rise to any adjustments to the opening balances of retained earnings for the previous and current year.

The difference between the cost price of an acquisition and the fair value of the group's share of the net assets of the acquired subsidiary at the time of acquisition is included in the group balance sheet as goodwill or negative goodwill. Goodwill represents the excess of the acquisition price over the Group's share of the fair value of a subsidiary's identifiable assets and liabilities at the time of acquisition. The appraisal of the land and buildings was approved by the relevant authorities in 1994.

Lease payments are divided between the financing costs and the reduction in the outstanding obligation. Payments from operating leases are recognized as an expense in the profit and loss account on a straight-line basis over the term of the relevant lease agreement. Financial instruments are recognized in the balance sheet when the Group has become a party to the contractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the content of the contractual agreements. Debts are valued at cost, being the fair value of the compensation that must be paid in the future for goods and services supplied.

The unquoted investment in a subsidiary was revalued in a previous year by the directors and approved by the relevant authorities, based on the net tangible assets of the subsidiary as at 31 August 1994. The Company's credit facilities are secured by means of a negative lien on the Company's assets. The credit facilities of the subsidiaries are secured by corporate guarantees from the Company and a corporate shareholder, a fixed charge on certain landed properties as mentioned in Note 3 and subordination of the shareholder loan and an amount due to the holding company of RM7.9 million (2003: RM5.4 million) in certain subsidiaries.

The Company has sufficient tax credit under Section 108 of the Income Tax Act 1967 and the balance in the tax-free income account to offset the payment of dividends from its full retained earnings as at 31 March 2004. Included in other operating income of the Group and of the Company are the following:. The number of directors of the Company whose total remuneration fell within the following bands during the year is analyzed as follows:

During the financial year, the group and the company adopted MASB 25 income taxes for the first time. It is the management's opinion that all the above-mentioned transactions have been entered into as part of normal operations and have been established on terms and conditions that are not significantly different from those that can be obtained in transactions with independent parties. During the year, the Company's subsidiary Sri Tawau Farming Sdn Bhd ("STFSB") entered into a 60:40 joint venture with Evergrowth Poultry Farm (KK) Sdn Bhd.

The Group's financial risk management policy seeks to ensure that sufficient financial resources are available for the development of the Group's businesses, while maintaining its interest, foreign exchange, l i q i d i t y and d cred i t r i s k s . The total net present values ​​of financial assets and financial liabilities , which are not recognized at fair value in the group's and the Company's balance sheets, are represented as follows: The nominal/nominal amounts and net daily values ​​of financial instruments that are not recognized in the Company's balance sheet as of the end of the financial year is:

The following methods and assumptions are used to estimate the fair value of the following categories of financial instruments: i) Cash and cash equivalents, trade and other receivables/payables and short-term borrowings. The fair value of listed shares is determined on the basis of the listed market bid prices at the closing of the company on the balance sheet date.

PROPERTIES OWNED BY LAY HONG BERHAD GROUP OF COMPANIES AS AT 31 MARCH 2004

LAY HONG BERHAD ANNUAL REPORT 2004 OWNERSHIP RELATIONS BY LA Y HONG BERHAD GROUP OF COMP ANIES AS OF MARCH 31, 2004. PROXYLAY HONG BERHAD ANNUAL REPORT FORM 2004 I/We. being a member/members of Lay Hong Berhad hereby appoints. or his/her failure. as my/our proxy to vote for me/us on my/our behalf at the Company's Twentieth Annual General Meeting to be held on Tuesday, 28 September 2004 at Goldcourse Hotel, 9 Jalan Pasar, 41400 Klang, Selangor at at 12:00 p.m. and at any postponement thereof. Please indicate with an 'X' in the appropriate spaces how you wish to vote.

If you do not indicate how you want your proxy to vote on a decision, the proxy will vote as he/she sees fit or, at his/her discretion, abstain. 1 Each member entitled to attend and vote at the Meeting has the right to appoint a proxy (or in the case of a company, a representative) to be present and vote in his/her place. 2. In the case of an individual, the power of attorney form must be signed by the appointee or his/her attorney, and in the case of a corporation, either under the common seal or in the hand of a duly authorized officer or attorney.

3 Where a member of the Company is an authorized nominee as defined in the Securities Industry (Central Depository) Act 1991, he may appoint at least one representative in respect of each securities account held by him in shares ordinary shares of the Company standing to the credit of the aforementioned securities account. 4 Proxies or other instruments shall not be treated as valid unless they are deposited at the registered office of the company not less than 48 hours before the time fixed for the holding of the meeting or its adjournment, or in the case of a vote, no more a little. than 24 hours before the time set for voting.

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