Appointing supervisory directors of the Company and authorizing the Directors to determine their remuneration. LLTC for appointment as the new accountants of the Company in place of the retiring accountants, Messrs.
Spritzer pOp
Corporate information
Corporate Structure
It's trendy, sporty and convenient, and has a heart shape embossed on the bottle (an image etched into the surface).
Spritzer Love Limited edition
Despite the unfavorable economic situation, the Group has managed to maintain a steady upward trend in both its revenues and profits for the financial year ended 31 May 2009. Based on the enlarged share capital, the Group's earnings per share remained to 6.2 sen as compared to the restated figure of 6.0 sen a year ago.
Chairman’s Statement
However, the company's profit margin has improved due to the revision of selling prices. In line with the revenue growth, the company's pre-tax profit improved from RM0.55 million in 2008 to RM0.83 million this year.
Spritzer continues its support to the team
A1 Team: We express our sincere thanks to Spritzer Berhad for their continued support of A1 team Malaysia, the national racing team. We hope Spritzer continues its support of the team as we will continue to promote Malaysian companies around the world for many seasons to come.
A1 Team Malaysia
As we enter our fifth season of the A1GP World Cup of Motorsport, we are delighted to see Spritzer Berhad strengthen its relationship with us, having been part of the team since our first A1GP season in 2005/06.
An impressive event with Spritzer’s support
Perhentian Island Challenge
Perkhemahan Kor Kadet Polis
Karnival Amal
Rotary-Spastik 2009
Spritzer tiNGe
Spritzer distilled drinking Water
He is the brother of Lim Kok Boon, wife of Datin Chua Shok Tim @ Chua Siok Hoon, a director and major shareholder of Yee Lee Corporation Bhd and Yee Lee Holdings Sdn Bhd respectively, who are all major shareholders of the Company. Currently, he is the Chairman of the Federation of Malaysian Bottled Water Manufacturers and Directors of Carotech Berhad and Hovid Berhad.
He is the Chairman of the Audit Committee and a member of the Nomination Committee of Spritzer Bhd. He is a Director of Yee Lee Corporation Bhd and a member of the Audit and Remuneration Committees of Spritzer Bhd.
MOrNiNGKiSS
Should any member of the Audit Committee cease to be a director of the Company, his membership in the Audit Committee would cease forthwith. The members of the Audit Committee shall elect a Chairman from amongst their number who is an independent director.
Audit Committee report
An agenda is sent to all members of the audit committee and all 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 from the chairman of the audit committee.
Statement on Corporate Governance
- Utilisation of Proceeds Raised from Corporate Proposals
- Share Buy-Back
- Options, Warrants or Convertible Securities
- American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) The Company did not sponsor any ADR or GDR Programme during the financial year
- Sanctions and/or Penalties
- Non-Audit Fees
- Variation in Results
- Profit Guarantee
- Material Contracts
- Contracts Relating to Loans
- Revaluation Policy on Landed Properties
Directors’ fees are subject to the approval by shareholders at the forthcoming 16th Annual General Meeting of the Company. The Directors’ Responsibility Statement for the Audited Financial Statements of the Company and the Group is set out on page 31 of the Annual Report.
Additional Compliance information
The Company did not raise any funds from any corporate proposals during the financial year. The Company did not issue any options, warrants or convertible securities during the financial year.
Statement on internal Control
The management is of the opinion that the current system of internal controls of the group is reliable and sufficient to protect the interests of the group and its operations. This statement of internal control has been reviewed and approved by external auditors for inclusion in the Group's annual report for the financial year ended 31 May 2009 in accordance with paragraph 15.23 of the listing requirements.
Financial Statements
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 bonus shares issued rank pari passu with the then existing ordinary shares of the company. The Directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with the Financial Reporting Standards and the Companies Act, 1965 in Malaysia.
We have audited the annual accounts for Spritzer Bhd, which include the group's and the company's balance sheets as of 31 May 2009 as well as income statements, equity statements and cash flow statements for the group and the company for the financial year 2008, as well as an overview of significant accounting practices and other explanatory notes, as stated on pages 43 to 87. Management's responsibility for the annual accounts. The company's directors are responsible for the preparation and fair presentation of these financial statements in accordance with the Financial Reporting Standards and the Companies Act, 1965 of Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; select and apply appropriate accounting principles; and make accounting estimates that are reasonable in the circumstances. Our responsibility is to express an opinion on these financial statements based on our audit and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 of Malaysia and for no other purpose. We accept no liability to any other person for the contents of this report. We conducted our audit in accordance with generally accepted auditing standards in Malaysia. These standards require that we comply with ethical requirements and plan and perform the audit to obtain a high degree of assurance as to whether the financial statements are free from material misstatement. An audit includes performing actions to obtain audit evidence for amounts and information in the financial statements. The actions chosen depend on the auditor's judgment, including the assessment of the risk of material misstatement in the financial statements, regardless of whether it is due to fraud or error. In these risk assessments, the auditor considers internal control that is relevant to the group's and company's preparation and fair presentation of the financial statements with a view to designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing a conclusion on the financial statements. the effectiveness of the group's and the company's internal control. An audit also includes deciding whether the accounting policies used by the management are appropriate, whether the accounting estimates made by the management are reasonable, as well as an assessment of the overall presentation of the annual accounts. It is our opinion that the audit evidence obtained is sufficient and suitable as a basis for our audit conclusion. It is our opinion that the annual accounts have been correctly prepared in accordance with the Financial Reporting Standards and the Companies Act, 1965 in Malaysia to give a true and fair view of the group's and the company's financial position as at May 31, 2009 and their financial results and cash flows for the year then ended. to the members of Spritzer Bhd independent auditors' report. REPORT ON OTHER LEGAL AND LEGISLATIVE REQUIREMENTS. In accordance with the requirements of the Companies Act, 1965 of Malaysia, we also report that:. a) in our opinion, the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the company and by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Companies Act, 1965 ;. b) we have considered the accounts and the audit report for the subsidiary, of which we have not acted as auditor, as mentioned in note 15 to the accounts, to be accounts that are included in the group's accounts. ;. c) we are satisfied that the financial statements of the subsidiaries which have been consolidated with the company's financial statements are appropriate and correct in form and substance in connection with the preparation of the consolidated financial statements and we have received satisfactory information and explanations as required by us for these purposes; and. d) The auditors' reports on the accounts of the subsidiaries were not subject to any reservations and contained no comments in terms of sub-section (3) of section 174 of the Companies Act, 1965.
Balance Sheets
Statements of Changes in equity
Cash Flow Statements
GENERAL INFORMATION
Kantor terdaftar perusahaan berlokasi di Lot 85, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan. Tempat usaha utama Perusahaan terletak di Lot 898, Jalan Reservoir, Off Jalan Air Kuning, 34000 Taiping, Perak Darul Ridzuan.
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND ADOPTION OF NEW AND REVISED FINANCIAL REPORTING STANDARDS (“FRSs”)
The annual accounts of the Group and the Company were approved for issue by the Board of Directors, in accordance with a resolution of the directors on 3 September 2009. BASIS FOR PREPARING THE ANNUAL ACCOUNTS AND APPLYING NEW AND REVISED FINANCIAL ACCOUNTING STANDARDS ( “FRSs”).
Notes to the Financial Statements
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS AND ADOPTION OF NEW AND REVISED FINANCIAL REPORTING STANDARDS (“FRSs”) (CONT’D)
The Group and the Company are exempted in the relevant IFRS from the disclosure of the potential impact, if any, on the financial statements with the initial application of IAS 7 and 139. The adoption of IAS 8 is not expected to have a significant impact on the financial statements of the Group apart from the requirements of extended for disclosure.
SIGNIFICANT ACCOUNTING POLICIES Basis of Accounting
The other new FRSs and interpretations are either not relevant to the group's and the company's operations, or the application is not expected to have any significant impact on the group's and the company's accounts. The adoption of FRS 7 and the consequent amendment to FRS 101: Presentation of financial statements introduces new disclosure requirements in relation to the group's and the company's financial instruments and objectives, policies and processes for managing capital.
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Basis of Consolidation
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Revenue Recognition (Cont’d)
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Taxation
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Property, Plant and Equipment
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Prepaid Lease Payments
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Impairment of Assets excluding Goodwill
SIGNIFICANT ACCOUNTING POLICIES (CONT’D)
SIGNIFICANT ACCOUNTING POLICIES (CONT’D) Key sources of estimation uncertainty (Cont’d)
REVENUE
SEGMENT REPORTING Business segments
SEGMENT REPORTING (CONT’D)
No information has been provided on the Group's operations and an analysis of the carrying amount of segment assets and capital expenditure by geographical segment as the Group operates mainly in Malaysia. The Group's analysis of segment revenues from external customers by geographic area based on the geographic location of its customers has not been provided as the Group's export sales are less than 10% of its total revenue.
INVESTMENT REVENUE
OTHER GAINS AND LOSSES, OTHER EXPENSES AND EMPLOYEE BENEFITS EXPENSE Included in other gains and losses and other expenses are the following
DIRECTORS’ REMUNERATION
FINANCE COSTS
INCOME TAX EXPENSE
INCOME TAX EXPENSE (CONT’D)
EARNINGS PER ORDINARY SHARE
PROPERTY, PLANT AND EQUIPMENT
PROPERTY, PLANT AND EQUIPMENT (CONT’D)
The vacant land and buildings of the subsidiaries were revalued by the directors in 2005 based on valuations carried out by independent firms of professional valuers using "open market value on existing use". Included in the group's property, plant and equipment are the following fully depreciated assets which are still in use:.
PREPAID LEASE PAYMENTS
INVESTMENT PROPERTIES
INVESTMENTS IN SUBSIDIARY COMPANIES
INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D)
OTHER INVESTMENTS
GOODWILL ON CONSOLIDATION
INVENTORIES
TRADE AND OTHER RECEIVABLES
TRADE AND OTHER RECEIVABLES (CONT’D)
RELATED PARTY TRANSACTIONS
RELATED PARTY TRANSACTIONS (CONT’D) Names of related parties
RELATED PARTY TRANSACTIONS (CONT’D)
Transactions with subsidiary companies are combined as these transactions are similar in nature and no single transaction is significant enough to be disclosed separately in the financial statements. During the year, no expenses were recognized for bad or doubtful receivables in connection with the debts of related parties.
OTHER ASSETS Other assets consist of
The amount owed by/to related parties is unsecured, interest-free, repayable on demand and will be settled in cash.
SHORT-TERM DEPOSITS, CASH AND BANK BALANCES
SHARE CAPITAL AND TREASURY SHARES (a) Share Capital
RESERVES
RESERVES (CONT’D) Revaluation reserve
BORROWINGS
BORROWINGS (CONT’D)
HIRE-PURCHASE PAYABLES
HIRE-PURCHASE PAYABLE (CONT’D) The non-current portion is repayable as follows
DEFERRED TAX LIABILITIES
DEFERRED TAX LIABILITIES (CONT’D)
TRADE AND OTHER PAYABLES
OTHER LIABILITIES Other liabilities consist of
DIVIDEND
FINANCIAL INSTRUMENTS
FINANCIAL INSTRUMENTS (CONT’D)
The fair value of term loans are estimated using discounted cash flow analysis based on current borrowing rates for similar types of financing arrangements. There is no material difference between the carrying amount and the estimated fair value of the lease payments.
CASH FLOW STATEMENTS
CAPITAL COMMITMENTS
OOI WAI KWAN, the officer primarily responsible for the financial management of SPRITZER BHD., does solemnly and sincerely declare that the accompanying balance sheets and the related statements of income, changes in equity and cash flow are correct in my opinion and I make this solemn declaration conscientiously believing the same to be true, and under the provisions of the Statutory Declarations Act, 1960.
Statement by directors
Analysis of Shareholdings
The interests of the directors in the shares of the company and its associated company, which are kept by the company in the register of directors' shares in accordance with section 134 of the Act, are as follows:-. Based on Dato' Lim A Heng @ Lim Kok Cheong's interest in the shares of the company, he is deemed to have an interest in the shares of all the subsidiaries to the extent that the company holds.
List of properties
Location Ownership Current Use (Year) (Sq. Meters) Valuation RM’000 No. of Kinta District, Perak Darul Ridzuan. Pajakan Negeri 78371, expires at Industrial. Batang Padang District, Perak Darul Ridzuan. Larut & Matang District, Perak Darul Ridzuan. Larut & Matang District, Perak Darul Ridzuan. as my/our proxy to vote for me/us and on my/our behalf at the Company's Sixteenth Annual Shareholders' Meeting to be held on Thursday, November 26, 2009 at 11:00 a.m. at Crystal 2, Hotel Impiana Casuarina, 18 Jalan Raja Dr. Nazrin Shah, 30250 Ipoh, Perak Darul Ridzuan and upon any adjournment for/against* the resolutions to be proposed there. Signature/common seal of members. Please mark with an "X" in the space provided whether you wish your votes to be cast for or against the resolutions. If no specific voting instruction is given, the proxy will vote or abstain from voting at its own discretion. To receive the audited financial statements for the financial year ended 31 May 2009 and the directors' and auditors' reports thereon. To declare the first and final dividend 3. To approve the payment of directors' fees. For the re-election of Dato' Ir. Nik Mohamad Pena bin Nik Mustapha, DIMP as Director 5. Re-election of Mohd Adhan bin Kechik as Director. To re-elect Lim Kok Boon as a director. Appoint the auditors of the company and authorize the directors to fix their remuneration. To authorize directors to issue shares under section 132D of the Companies Act 1965. To approve the proposed renewal of the shareholders' mandate for recurring related party transactions of a revenue or trading nature. To approve the proposed renewal of the authority to purchase treasury shares by Spritzer Bhd. To approve the proposed acquisition. Form of authorization Number of shares. Full name in capital letters, ID number/company number). Address) which is a member of Spritzer Bhd hereby appoints. Full name in capital letters, ID number/company number). Full name in capital letters, ID number/company number). ii) The instrument appointing a proxy must be in writing under the hand of the proxy or his duly authorized proxy or, if such proxy is a company, under its seal or proxy. iii) A member may appoint up to two (2) proxies to attend and vote at the same meeting. Where a member appoints more than one (1) proxy, such appointment shall be void unless he specifies the proportion of his share to be represented by each proxy. iv) Where a member of the company is an authorized agent as defined in the Securities Industry (Central Depositories) Act 1991, he may appoint at least one (1) agent for each securities account held by him with ordinary shares of the company. to the credit of the aforementioned securities account. v) This duly executed instrument must be deposited at the registered office of the company at Lot 85, Jalan Portland, Tasek Industrial Estate, 31400 Ipoh, Perak Darul Ridzuan or at such other place as may be designated for the purpose, not less than forty-eight ( 48) hours before the agreed time for the meeting.
STAMP
SPRITZER BHD (265348-V)
