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TRANSCRIPT
2013 annual report
Contents
Proxy Form
The Store Group’s Reward Campaigns
for Its Valued Customers
The Store Group’s Expansion
The Store Group’s Outlet Directory
The Store Group’s Milestone of Achievements
The Store Group’s Corporate SocialResponsibility Charity Campaigns & Contributions
page 4 ~ 28
Notice of Annual General Meeting
Notice of Dividend Entitlement and Payment
Corporate Information
Corporate Structure
5 Years Group Financial Highlight
page 29 ~ 36
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Chairman's Statement
Directors’ Profile
Statement of Corporate Governance
Statement of Director’s Responsibilities
Corporate Social Responsibility
Audit Committee Report
Statement of Risk Managementand Internal Control
page 38 ~ 53
Financial Statements
Report & Financial Statement30 September 2013
List of Material Properties
Analysis of Shareholdings
List of Thirty Largest Shareholders
page 54 ~ 117
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Rewards’ itsLoyal CustomersAt The Store, customer’s satisfaction is priority. Thus, The Store Group carries out multiple reward campaigns throughout the year in appreciation to its loyal customers.
The campaigns received an overwhelming response with millions of excited consumers participating in a bid to win the fantastic prizes.
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Customers are alwaysour inspiration towards the Groupcontinuous strong growth and success. As an appreciation to all ourloyal customers for their invaluablesupport over the years.
In celebration of The Store Group’s 45th Anniversary, “Super Bonanza Anniversary Rewards” Contest kicked off on 23 May until 1 September 2013. More than 3 million entries were received within 3 months from all outlets nationwide. Meanwhile, “Cute Baby 2013” Photogenic Contest was also held together in conjunction with the Group’s anniversary celebration.
The Store Group had organized plenty of reward campaigns throughout the year to appreciate our loyal customers.
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The Store Group had orga
The Store Group’s Reward CampaignsFor Its Valued Customers
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In conjunctionwith the 45th AnniversaryCelebration,
The Store Group hadlaunched the“Super BonanzaAnniversary Rewards” contest from 23 May until1 September 2013
“Super Bonanza Anniversary Rewards”
“Christmas Festive Rewards”
“Gong Xi Fa Cai Festive Rewards”
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Launching of The Store Group 45th Anniversary Contest.
The Store Group Finance Director, Mr. Chang Yen Huei officiated the launch of “Super Bonanza Anniversary Rewards” contest. – 31 May 2013
“Cute Baby 2013” Photogenic Contest was also launched together in conjunction with The Store Group Anniversary Celebration. – 31 May 2013
Three (3) lucky winners walked away with Nissan Almera and Proton Saga respectively in The Store Group’s nationwide contest“Christmas Triple Rewards” (year 2012) and “Chinese New Year Triple Rewards”(year 2013)
The Store Group’s Reward CampaignsFor Its Valued Customers
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Launching of The Store Group 2013 Christmas Celebration “Christmas Festive Rewards” Contest.- 8 November 2013.
Top 3 winners of The Store Group “Cute Baby 2013” Photogenic Contest was finally revealed. Total 203 cute babies walked away fabulous prizes worth RM60,000. – 8 November 2013
Winners of The Store Group 45th Anniversary “Super Bonanza Anniversary Rewards” Contest was revealed and brought home their amazing prizes! – 14 December 2013
Ms. Adibah Noor,Ambassador of
The Group
drawn thelucky winners
from 3 million overentry forms,
accompany by The Store Group
Management.
“The Store Group’s Never Ending Rewards”
On 8 November 2013, a lucky draw ceremony for “Super Bonanza Anniversary Rewards” was held at The Store – Shah Alam (Sungai Buloh) branch.
Also on 14 December 2013, a prize presentation ceremony was held for the winners of The Store Group 45th Anniversary Celebration “Super Bonanza Anniversary Rewards” Contest at The Store – Ipoh (Jalan Kampar).
Throughout the year 2013, customers not only having joyful and rewarding shopping experience, but also enjoyed exclusive discounts on special redemption segments. The responses of these contests were overwhelming as millions of customers from all over Malaysia grabbed the chances to win amazing prizes.
The Store Group continued opening its fantastic rewards contest - “Christmas Festive Rewards” and “Gong Xi Fa Cai Festive Rewards” in conjunction with year 2013 Christmas celebration and year 2014 Chinese New Year celebration.
Good Quality,More Value and
Variety of Choices
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Stay StylishlyUp to Date withFashion Trends
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Wrap Up In StyleBrowse for our selections of tops, bottoms, dresses and more. Hot from the fashion runways, right at your fingertips.
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As a continual effort to serve our esteemed and loyal customers better, The Group had continued to carry out upgrading program by refurbish, and renovate the existing outlets with a pleasant shopping environment.
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New Image Launch
of The Store – Ipoh(Jalan Kampar), Perak
14 December 2013
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The Store Group’s New Image
After its renovation, The Store – Ipoh (Jalan Kampar)
bringing more comfortable shopping atmosphere
for shoppers.
New Image Launch of The Store
– Sungai Petani
(Central Square), Kedah
14 December 2013
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The Store Group’s New Image
Great Ambiencefor PleasantShopping Experience
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The Store For YouIn 2013, we set ourselves apart as a leading supermarket chain, built for you. Our goal is to make our customers the priority in all our operations and activities from here forth. Nothing is more important than utmost customer satisfaction.
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The Store Group currentlyoperates throughout nationwide underthree entities with a total combinedworkforce of 15,000 to serveour customers.
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MILIMEWA SUPERSTORE SDN BHD(163412-H)
SUPERMARKET &DEPARTMENTAL STORESMilimewa OutletsKudat (Kudat)Kota Marudu ( Kota Marudu)Tuaran (Tuaran)Kota Kinabalu (Kojasa Building)Inanam (Inanam)Luyang (Bornion Centre)Ranau (Wisma Tai Kong)Sandakan (Centre Point Mall)Penampang (Beverly Hills Plaza)Keningau (Keningau 1)Keningau (Keningau 2)Tawau 1 (Complex Cahaya Baru)Tawau 2 (Kojasa Kompleks)Semporna (Semporna New Town Centre)Kunak (Kunak Plaza)Lahad Datu (Centre Point Shopping Complex)Lido (Panggung Lido)
TOTAL OUTLETS 17
Southern Region OutletsBatu Pahat (Batu Pahat Mall)Kluang (Kluang Mall)
PACIFIC HYPERMARKET & DEPARTMENTAL STORES SDN BHD(361202-X)
HYPERMARKET &DEPARTMENTAL STORESNorthern Region OutletsAlor Star (Star Parade)Alor Star (Alor Star Mall)Penang (Komtar)Prai (Megamal Penang)
East Coast Region OutletsKota Bharu (KB Mall)Mentakab (Mentakab Star Mall)
TOTAL OUTLETS 8
Southern Region OutletsMelaka (Soon Seng Plaza)Muar (Wetex Parade)Tangkak (Jalan Payamas)Batu Pahat (Jalan Zabedah)Batu Pahat (Jalan Rugayah)Johor Bahru (Komplek Lien Hoe)Johor Bahru (Taman Johor Jaya)Johor Bahru (Taman Tun Aminah)Johor Bahru (Jalan Tebrau Pandan)Kluang (Jalan Dato Rauf)
THE STORE (MALAYSIA) SDN BHD(8199-K)
SUPERMARKET &DEPARTMENTAL STORESNorthern Region OutletsKangar (Kayangan Square)Sungai Petani (SP Plaza)Sungai Petani (Central Square) Kulim (Jalan Teoh Moh Soo)Kulim (Landmark Central)Grik (Jalan Toh Shah Bandar Ulu)Taiping (Kamunting)Taiping (Wisma Dato’ Toh Eng Hoe)Taiping (Jalan Kota)Ipoh (Jalan Dato Onn Jaafar)Ipoh (Jalan Kampar)Sitiawan (Jalan Lumut)Sungai Siput (Jalan Besar)Kuala Kangsar (Jalan Kangsar)Teluk Intan (Jalan Ah Cheong)
Central Region OutletsAmpang (Paragon Point)Shah Alam (Plaza Alam Sentral)Shah Alam (Sungai Buloh)Klang (Shaw Centrepoint)Banting (Jalan Besar)Semenyih (Semenyih Central)Kuala Lumpur (Pudu Plaza)Kuala Lumpur (Sri Petaling)Kuala Lumpur (Taman Kok Lian)Kuala Lumpur (Mid-Point)Port Dickson (Oceanic Mall)Seremban (Jalan Tuanku Munawir)Seremban (Centre Point)Seremban (Jalan Dato’ Sheikh Ahmad)Tampin (Jalan Besar)
East Coast Region OutletsKota Bharu (Jalan Padang Garong)Kuala Terengganu (Jalan Bandar)Kemaman (Centre Point)Kuantan (Jalan Besar)Kuantan (Kuantan Parade)Mentakab (Jalan Mok Hee Kiang)Temerloh (Terminal Utama)Bentong (Vega Mall)
TOTAL OUTLETS 48
15,000combined workforce
12states
73outlets
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The Store Group
HEAD OFFICE
The Store Corporation Berhad(252670-P)
Lot 328, Jalan 51A/223,Seksyen 51A,46100 Petaling Jaya, Selangor Darul Ehsan. Tel :+603-7960 3233Fax :+603-7960 3299
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The Store Group’s Outlets Directory
NORTHERN REGION
ALOR STAR (STAR PARADE)888, Kompleks Star Parade, Jalan Teluk Wanjah, 05200 Alor Star, Kedah Darul Aman. Tel: 04-734 3668 Fax: 04-734 3669 E-mail: [email protected] Business Hour: (Mon - Sun)10.00am - 10.00pm
SUNGAI PETANI (SP PLAZA)SP Plaza, Jalan Ibrahim,08000 Sungai Petani, Kedah Darul Aman. Tel: 04-422 1188 / 422 1189 Fax: 04-421 7850 Email : [email protected] Business Hour: (Mon - Sun)10.30am - 10.00pm
PENANG (KOMTAR)No. 1, Concourse 1.01- 4.01 Komtar,10000 Penang.Tel: 04-250 3399 Fax: 04-250 3398E-mail: pacifickomtar@ pacifichyper-dept.com.my Business Hour: (Mon - Sun)10.00am - 10.30pm
GRIK (JALAN TOH SHAH BANDAR ULU)No. 30-39, Jalan Toh Shah Bandar Ulu,33300 Grik, Perak Darul Ridzuan. Tel: 05-792 1463/1423 Fax: 05-792 1478 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
TAIPING (KAMUNTING)PT 13952,Jalan Medan Saujana, Kamunting,34600 Taiping, Perak Darul Ridzuan. Tel: 05-807 2107 Fax: 05-807 1424Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KANGAR (KAYANGAN SQUARE) Kayangan Square Shopping Complex,Jalan Penjara, 01000 Kangar,Perlis Indera Kayangan. Tel : 04-977 2616 Fax : 04-977 9772 Email : [email protected] Hour : (Mon - Sun)10.00 am to 10.00 pm
ALOR STAR (ALOR STAR MALL)G-888, Ground Floor & 1-888,First Floor, Alor Star Mall,Kawasan Perusahaan Tandop Baru,05400 Alor Star, Kedah Darul Aman.Tel: 04-772 9233 Fax: 04-772 1233E-mail: [email protected] Business Hour: (Mon - Sun)10.00am - 10.30pm
SUNGAI PETANI (CENTRAL SQUARE)Central Square Shopping Complex, 23, Jalan Kampung Baru, 08000 Sungai Petani, Kedah Darul Aman. Tel: 04-423 8123 Fax :04-423 6681 Email : [email protected] Business Hour: (Mon - Sun)10.30am - 10.00pm
KULIM (JALAN TEOH MOH SOO)Wisma Lee Bak Hong, Lot 17-20, Jalan Teoh Moh Soo, 09000 Kulim, Kedah Darul Aman. Tel: 04-491 7733 / 491 3773 Fax: 04-491 3377 Email : [email protected] Business Hour: (Mon - Sun)10.30am - 10.00pm
KULIM (LANDMARK CENTRAL)2-F10 Level 2, Kulim LandmarkCentral Shopping Centre,No.1, Jalan KLC Satu (1)09000 Kulim, Kedah Darul Aman. Tel: 04-491 9323 / 491 8323 Fax: 04-490 8323 Email : [email protected] Business Hour: (Mon - Sun)10.30am - 10.00pm
PRAI (MEGAMAL PINANG)2828, Jalan Baru, Bandar Perai Jaya, 13600 Seberang Perai Tengah.Pulau PinangTel: 04-399 8998 Fax: 04-399 8228 E-mail: [email protected] Business Hour: (Mon - Sun)10.00am - 10.30pm
TAIPING (WISMA DATO' TOH ENG HOE)Lot 1512-1522, Jalan Panggung Wayang, 34000 Taiping, Perak Darul Ridzuan. Tel: 05-806 0396/806 0397/806 0398 Fax: 05-806 0393 Email : [email protected] Business Hour: (Mon - Sun)10.00am - 10.00pm
Addresses of Outlets
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The Store Group’s Outlets Directory
NORTHERN REGION CENTRAL REGION
TAIPING (JALAN KOTA) No 10-20, Jalan Tupai34000 Taiping, Perak Darul Ridzuan. Tel: 05-808 5214/ 5215Fax: 05-807 1042Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
IPOH (JALAN DATO ONN JAAFAR) Lot 6427 N, Jalan Dato Onn Jaafar,30300 Ipoh, Perak Darul Ridzuan. Tel: 05-255 0518 Fax: 05-255 6528Email : [email protected] Hour: (Mon - Sun)10.30am - 10.30pm
SITIAWAN (JALAN LUMUT) Lot 556/779, Jalan Lumut, 32000 Sitiawan, Manjung Perak Darul Ridzuan. Tel: 05-692 1552/691 2423/691 2431 Fax: 05-691 7418Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KUALA KANGSAR (JALAN KANGSAR) 71A-71D, Jalan Kangsar 33000 Kuala Kangsar, Perak Darul Ridzuan. Tel: 05-776 5522/776 5722/776 6432 Fax: 05-776 5622 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
IPOH (JALAN KAMPAR)203, Jalan Raja Permaisuri Bainun(Jalan Kampar), 30250 Ipoh, Perak Darul Ridzuan. Tel: 05-241 3597 Fax: 05-241 3612 Email : [email protected] Hour:(Mon - Sat)10.30am - 10.30pm(Sun) 8.00am - 10.30pm
SUNGAI SIPUT (JALAN BESAR)Lot 1352-1356, Jalan Besar, 31100 Sungai Siput, Perak Darul Ridzuan. Tel: 05-598 3233 Fax: 05-598 1828 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
TELUK INTAN (JALAN AH CHEONG) 775, Jalan Ah Cheong,36000 Teluk Intan, Perak Darul Ridzuan. Tel: 05-622 2511 Fax: 05-621 3311 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
AMPANG (PARAGON POINT)G-001, Ground Floor,Paragon Point Shopping Centre,Jalan Bunga Tanjung B,Taman Putra, 68000 Ampang,Selangor Darul Ehsan. Tel: 03-4295 6199/1599/9299Fax: 03-4295 2199Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
SHAH ALAM (PLAZA ALAM SENTRAL)Plaza Alam Sentral, Jalan Majlis, Seksyen 14, 40000 Shah Alam, Selangor Darul Ehsan.Tel: 03-5513 3377 Fax: 03-5513 3737 Email :[email protected] Business Hour: (Mon - Sun)10.30am - 10.00pm
SHAH ALAM (SUNGAI BULOH)Kompleks Sungai Buloh,No. 2, Bandar Baru Sungai Buloh,Seksyen U20, 47000 Shah Alam, Selangor Darul Ehsan. Tel: 03-6157 1195 Fax: 03-6157 7195Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KLANG (SHAW CENTREPOINT)Shaw Centrepoint Complex, LG. 01-3.01, Jalan Raja Hassan, 41400 Klang, Selangor Darul Ehsan. Tel: 03-3344 6233 Fax: 03-3344 9233 Email : [email protected] Business Hour: (Mon - Sun)10.00am -10.00pm
BANTING (JALAN BESAR) Lot 1256, Jalan Besar, 42700 Banting, Selangor Darul Ehsan. Tel: 03-3181 2998 Fax: 03-3181 2996 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KUALA LUMPUR (PUDU PLAZA)Upper Ground & 1st Floor,Pudu Plaza, Jalan Davis, Pudu,55100 Kuala Lumpur. Tel: 03-2141 3599Fax: 03-2144 8599Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KUALA LUMPUR (TAMAN KOK LIAN)LOT 34817, Jalan Batu Ambar,Taman Kok Lian,51200 Kuala Lumpur. Tel: 03-6257 3949 Fax: 03-6257 3939 Email :[email protected] Business Hour: (Mon - Sun)10.30am -10.00pm
Addresses of Outlets
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The Store Group’s Outlets Directory
EAST COAST REGION
KUALA TERENGGANU (JALAN BANDAR)218-/1-10, Jalan Bandar, 20100 Kuala Terengganu, Terengganu Darul Iman. Tel: 09-622 5399 Fax: 09-623 5942 Email : [email protected] Business Hour: (Mon - Sun)10.00am - 10.00pm
MENTAKAB (MENTAKAB STAR MALL)Jalan Star City 1, Mentakab Star City, 28400 Mentakab,Pahang Darul Makmur.Tel: 09-278 5733 Fax: 09-278 5773Business Hour: (Mon - Sun)10.00am - 10.00pm
KUANTAN (KUANTAN PARADE)Complex Kuantan Parade, Jalan Haji Abdul Rahman, 25000 Kuantan, Pahang Darul Makmur. Tel: 09-513 1698 Fax: 09-514 1993 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
TEMERLOH (TERMINAL UTAMA)Terminal Utama, No.2, Jalan Sudirman,28000 Temerloh, Pahang Darul Makmur.Tel: 09-296 6100 Fax: 09-296 6900Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KOTA BHARU (JALAN PADANG GARONG)2982 B-F, Jalan Padang Garong, 15000 Kota Bharu, Kelantan Darul Naim. Tel: 09-748 7711 / 748 7722 / 748 7733 Fax: 09-748 7788 Email : [email protected] Business Hour: (Mon - Sun)10.00am - 10.00pm
KOTA BHARU (KB MALL)Level Ground Floor Unit G-888,Level 1st Floor Unit 1-888, KB Mall, Lot Pt 101 & 102, Seksyen 16, Jalan Hamzah15050 Kota Bharu, Kelantan Darul Naim.Tel: 09-747 6622 Fax: 09-747 5225Email : [email protected] Business Hour: (Mon - Sun) 10.30am - 10.30pm
KEMAMAN (CENTRE POINT)Kemaman Centre Point, Jalan Da Omar, 24000 Kemaman, Terengganu Darul Iman. Tel: 09-858 4500 Fax: 09-858 4600 Email : [email protected] Business Hour: (Mon - Sun)10.00am - 10.00pm
CENTRAL REGION
PORT DICKSON (OCEANIC MALL) Oceanic Mall, 1/2 Miles, Jalan Pantai, 71000 Port Dickson, Negeri Sembilan Darul Khusus. Tel: 06-647 7733 Fax: 06-647 7337 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
SEREMBAN (CENTRE POINT) Jalan Dato' Siamang Gagap, 70100 Seremban,Negeri Sembilan Darul Khusus.Tel: 06-761 1228 Fax: 06-761 2559Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
TAMPIN (JALAN BESAR)49-51, Jalan Besar, 73000 Tampin, Negeri Sembilan Darul Khusus. Tel: 06-441 9736/441 2936 Fax: 06-441 2923 Email : [email protected] Business Hour: (Mon - Sun)10.00am - 10.00pm
SEMENYIH (SEMENYIH SENTRAL)Jalan Semenyih 3, Semenyih Sentral, 43500 Semenyih, Selangor Darul Ehsan. Tel: 03-8724 3128 Fax: 03-8724 6128 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KUALA LUMPUR (SRI PETALING) 41, Jalan Radin Tengah, Bandar BaruSri Petaling, 57000 Kuala Lumpur. Tel: 03 - 9056 3023 Fax: 03 - 9056 3713Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
KUALA LUMPUR (MID-POINT)Mid-Point Shopping Centre,Jalan Pandan Indah 1/25,Pandan Indah, 55100 Kuala Lumpur. Tel: 03-9274 9311/0927/6440/0463/0497Fax: 03-9274 3353 Email : [email protected] Hour: (Mon - Sun) 10.00am - 10.00pm
SEREMBAN (JALAN TUANKU MUNAWIR)43-A, Jalan Tuanku Munawir, 70000 Seremban, Negeri Sembilan Darul Khusus. Tel: 06-762 6280 Fax: 06-763 8609 Email :[email protected] Hour: (Mon - Sun)10.00am - 10.00pm
SEREMBAN(JALAN DATO' SHEIKH AHMAD)Jalan Tuanku Munawir /Jalan Dato' Sheikh Ahmad, 70000 Seremban, Negeri Sembilan Darul Khusus. Tel: 06-763 3705 Fax: 06-762 6151 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
Addresses of Outlets
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The Store Group’s Outlets Directory
EAST COAST REGION
KUANTAN (PASAR BESAR)Pasar Besar Kuantan, Jalan Tun Ismail,25000 Kuantan, Pahang Darul Makmur.Tel: 09-517 8080 Fax: 09-516 5050 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
MENTAKAB (JALAN MOK HEE KIANG)28, Jalan Mok Hee Kiang,28400 Mentakab, Pahang Darul Makmur. Tel: 09-278 1600 Fax: 09-278 1601 Email : [email protected] Business Hour: (Mon - Sun) 10.00am - 10.00pm
BENTONG (VEGA MALL)Lot 01-01, Bentong Vega Mall, Jalan Ketari, 28700 Bentong, Pahang Darul Makmur. Tel: 09-223 2860 / 223 2861 Fax: 09-223 2863 Email : [email protected] Business Hour: (Mon - Fri) 11.00am - 10.00pm (Sat - Sun) 10.00am - 10.00pm
KLUANG (JALAN DATO RAUF)No 1,3 & 5, Jalan Dato Rauf, 86000 Kluang, Johor Darul Takzim. Tel: 07-777 1528 Fax: 07-777 1598 Email : [email protected] Hour: (Mon - Sun)10.00am - 10.00pm
MELAKA (SOON SENG PLAZA)Lot 165-167, Jalan Tun Ali, 75300 Melaka.Tel: 06-283 5087/5088 Fax: 06-283 6588 Email : [email protected] Hour: (Mon - Sun) 10.00am - 10.00pm
MUAR (WETEX PARADE)Jalan Ali, 84000 Muar, Johor Darul Takzim Tel: 06-952 1918 Fax: 06-952 1916 Email : [email protected] Business Hour: (Mon - Sun) 10.00am - 10.00pm
BATU PAHAT (JALAN ZABEDAH)28B, Jalan Zabedah, 83000 Batu Pahat,Johor Darul Takzim.Tel: 07-433 3293 Fax: 07-433 1203Email : [email protected] Hour: (Mon - Sun) 10.00am - 10.00pm
BATU PAHAT (BATU PAHAT MALL)1-888, Batu Pahat Mall, Jalan Kluang, 83000 Batu Pahat, Johor Darul Takzim. Tel: 07-431 1233 Fax: 07-431 0233 Email : [email protected] Hour: (Mon - Sun)10.00am - 11.00pm
JOHOR BAHRU (TAMAN JOHOR JAYA)135, 135A, 137 & 137A, Jalan Dedap 4, Taman Johor Jaya, 81100 Johor Bahru Tengah, Johor Darul Takzim. Tel : 07-355 5107 Fax : 07-354 6742 E-mail : [email protected] Business Hour: (Mon - Sun) 10.00am - 10.00pm
JOHOR BAHRU (JALAN TEBRAU PANDAN) Lot 1876, Batu 7, Jalan Tebrau Pandan, 81100 Johor Bahru, Johor Darul Takzim Tel: 07-355 2486/6735/3530Fax: 07-354 4988 Email : [email protected] Business Hour: (Mon - Sun)10.00am - 11.00pm
KLUANG (KLUANG MALL)G-88 & 1-88, Kluang Mall, Jalan Rambutan, Bandar Kluang, 86000 Kluang, Johor Darul Takzim.Tel: 07-776 9928 Fax: 07-776 2788E-mail: [email protected] Business Hour: (Mon - Sun)10.00am - 10.30pm
SOUTHERN REGION
TANGKAK (JALAN PAYAMAS) Lot 167, Jalan Payamas, 84900 Tangkak, Johor Darul Takzim. Tel: 06-978 8076/ 978 8077 Fax: 06-978 5373 Email : [email protected] Hour: (Mon - Sun) 10.00am - 10.00pm
BATU PAHAT (JALAN RUGAYAH)No 89, Jalan Rugayah, 83000 Batu Pahat, Johor Darul Takzim. Tel: 07-431 8819 Fax: 07-431 2612 Email : [email protected] Business Hour: (Mon - Sun) 10.00am - 10.00pm
JOHOR BAHRU (KOMPLEK LIEN HOE)Lot 1-15, Block H, Plaza Sentosa, Jalan Sutera,Taman Sentosa, 80150 Johor Bahru,Johor Darul Takzim. Tel : 07-331 8649 Fax: 07-332 2282 Email : [email protected] Hour: (Mon - Sun) 10.00am - 10.00pm
JOHOR BAHRU (TAMAN TUN AMINAH)Plaza Tasek, No 2, Jalan Pendekar 16, Taman Ungku Tun Aminah, 81300 Skudai, Johor Darul Takzim. Tel : 07-554 2008 Fax : 07-558 7008 E-mail : [email protected] Business Hour: (Mon - Sun) 10.00am - 10.00pm
Addresses of Outlets
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The Store Group’s Outlets Directory
LUYANG (BORNION CENTRE)Lot 26 - 27, Bornion Centre,Taman Foh Sang, 88836 Luyang,Kota Kinabalu, Sabah.Tel: 088-246 733 / 246 734Fax: 088-246 729 Email : [email protected]
SANDAKAN (CENTRE POINT MALL)Lot 15 - 19, Centre Point Mall, Jalan Pryer, 90000 Sandakan,Sabah.Tel: 089-235 021 / 235 022Fax: 089-235 023Email : [email protected]
KENINGAU (KENINGAU 1) Block C-3, Lot 9 - 12, Jalan Masak,89007 Keningau, Sabah.Tel: 087-331 400 / 332 300Fax: 087-332 100Email : [email protected]
TAWAU 1 (COMPLEX CAHAYA BARU)Lot 257 - 261, Complex Cahaya Baru,Jalan Bunga, 91000 Tawau,Sabah. Tel: 089-753 339 / 753 986 / 753 980Fax: 089-753 990Email : [email protected]
TAWAU 2 (KOJASA KOMPLEKS)Kojasa Kompleks, No. TB 2602, Port Reclamation Area,Sea Front at Jalan Dunlup,91000 Tawau, Sabah. Tel: 089-761 207 / 761 208Fax: 089-761 210Email : [email protected]
KUNAK (KUNAK PLAZA)Lot D3 - D8, Kunak Plaza, 91207 Kunak, Sabah. Tel: 089-852 711 / 852 996Fax: 089-852 710Email : [email protected]
LIDO (PANGGUNG LIDO)Mile 3, Taman Che Mei,Ground Floor Panggung Lido,Penampang 88300, Kota Kinabalu, Sabah. Tel: 088-232 920 / 538 920 / 244 920Fax: 088-230 920Email : [email protected]
LAHAD DATU(CENTRE POINT SHOPPING COMPLEX)Level 2 & 3, Centre Point Shopping ComplexJalan Kastam Lama,91100 Lahad Datu,Sabah. Tel: 089-886 652 / 886 653Fax: 089-887 377Email : [email protected]
SABAH REGION
TUARANLot 4 - 9, Jalan Hone,89208 Tuaran, Sabah.Tel: 088-792 549 / 792 531Fax: 088-792 520Email : [email protected]
INANAM Block C, Lot 20 - 25, Lorong Inanam Plaza,88400 Inanam, Kota Kinabalu, Sabah. Tel: 088-438 150 / 438 151Fax: 088-438 155Email : [email protected]
RANAU (WISMA TAI KONG)Wisma Tai Kong, Ground, 1st & 2nd Floor, Lot 6 - 8, 89307 Ranau, Sabah.Tel: 088-879 501 / 879 502 Fax: 088-879 500Email : [email protected]
PENAMPANG (BEVERLY HILLS PLAZA)Lot 33 - 36, Ground - 2nd Floor Beverly Hills Plaza, Jalan Bundusan,88300 Penampang, Kota Kinabalu,Sabah.Tel: 088-728 127 / 728 207Fax: 088-728 243Email : [email protected]
KENINGAU (KENINGAU 2)Yee Shing Commercial Complex,Lot 3 - 10, Phase 2,89007 Keningau, Sabah.Tel: 087-332 500 / 332 600 / 336 900Fax: 087-333 800Email : [email protected]
KUDATLot 2 - 7, Ground & 1st Floor,Jalan Lintas, 89057 Kudat, Sabah. Tel: 088-621 743 / 622 743Fax: 088-621 106Email : [email protected]
KOTA MARUDU Lot 1 - 6, Jalan Jaya Pekan Baru,89108 Kota Marudu, Sabah. Tel: 088-661 968 / 662 768Fax: 088-663 448Email : [email protected]
KOTA KINABALU (KOJASA BUILDING)No. 1, Kojasa Building, Jalan Pantai,88000 Kota Kinabalu,Sabah.Tel: 088-231 521 / 253 397Fax: 088-219 773 Email : [email protected]
SEMPORNA(SEMPORNA NEW TOWN CENTRE)Lot 1 - 6, Semporna New Town Centre Jalan Panglima Abdullah,91308 Semporna, Sabah.Tel: 089-784 288 / 784 289Fax: 089-784 290Email : [email protected]
Addresses of Outlets
The Store GroupTraining & Leadership
Development
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The key to a motivated staff lies in proper training & development. Our staff can gain the necessary skills to successfully carry out their assigned roles at
whatever levels they are in and perform at their best.
The Store Group places such emphasis on training and developmentfrom Managers’ Seminar, Retail Academy Training Programmes (Store Induction,
Selling Skills, Cashiering, Customer Service, Management Development etc.) and accreditations for well-performed staff sharing expertise within
the Group we make sure our workforce is on top of its game.
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Trained and Readyto Go!
We have establishedour in-house learning anddevelopment programmeto equip our employeeswith the relevant skill setsas they progressin their careers
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Appreciationof
performance
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The Store Group’sMilestone Of Achievements
2007 ~ 2008Pacific (Prai), Pacific (KB Mall), Pacific (Alor Star Mall), Pacific (Batu Pahat Mall), The Store - Johor Bahru (Tebrau Pandan), The Store - Kuantan (Kuantan Parade), The Store - Kuala Lumpur (Sri Petaling) were awarded the Certificate of Accreditation (under the sub-sector of Hypermarket / Supermarket & Departmental Store Categories) in Quality Merchandise, Courteous Services & Store Presentation for 2007/2008. The Store - Johor Bahru (Tebrau Pandan) and Pacific (Alor Star Mall) were also awarded with the best Supermarket, Hypermarket & Departmental Store in “Service & Courtesy” Excellence Awards for Retailers in 2007/2008. All awards were organized by the Malaysia Retailers Association (MRA), in collaboration with the National Productivity Corporation (NPC) and endorsed by the Ministry of Domestic Trade & Consumer Affairs.
2012Seventeen (17) outlets were awarded the Certificate of Anugerah Kedai Pilihan Rakyat 1Malaysia (AKPR1M) in supermarket category by the Ministry of Domestic Trade, Co-operatives and Consumerism. The awarded outlets are as follow:
Northern RegionThe Store – Ipoh (Jalan Kampar), Taiping (Kamunting), Taiping (Jalan Kota), Sitiawan (Jalan Lumut), Sungai Siput (Jalan Besar), Kangar (Kayangan Square)Pacific – Prai (Megamal Pinang), Penang (Komtar)
Central RegionThe Store – Kuala Lumpur (Sri Petaling)
Southern RegionThe Store – Johor Bahru (Taman Johor Jaya), Johor Bahru (Komplek Lien Hoe), Johor Bahru (Jalan Tebrau Pandan)Pacific – Kluang (Kluang Mall), Batu Pahat (Batu Pahat Mall)
East Coast RegionThe Store – Terengganu (Jalan Bandar), Bentong (Vega Mall) Pacific – Kota Bharu (KB Mall)
2007 / 2008Eighteen (18) outletswere awarded theCertificate of Consumer’s Choice Shop (Kedai Pilihan Pengguna) by the Ministry of Domestic Trade & Consumer Affairs in recognition of its "quality, friendliness andreasonable prices" motto for essential consumer products.
2008 / 2009Nine (9) outlets were awarded the Certificateof Consumer’s ChoiceShop (Kedai Pilihan Pengguna) by theMinistry of DomesticTrade & ConsumerAffairs.
2008 / 2009Eleven (11) outlets were awarded the Certificate of Fair Price Shop in various categories by the Ministry of Domestic Trade & Consumer Affairs in recognition of its fair prices.
2008 / 2009Seven (7) outlets were awarded the Certificateof Accreditation (underthe sub-sector of Hypermarket/ Supermarket& Departmental Store Categories) in Quality Merchandise, Courteous Services & Store Presentation.
8 /
2009 / 2010Pacific (Prai) has been awarded the Certificate of Merit (under the sub-sectorof Hypermarket outlet) in “Service & Courtesy” Excellence Awards for Retailers.
2007 ~ 2008Malaysia Top 3 Retailers of 2007 as recognized by the Retail Asia-Pacific Top 500 Ranking & Awards, a prestigious award for best performing retail companies in 14 markets in the Asia-Pacific Region.
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The Store Group’sMilestone Of Achievements
2007 / 2008Eighteen (18) outletswere awarded theCertificate of FairPrice Shop in various categories by theMinistry of DomesticTrade & ConsumerAffairs in recognitionof its fair prices.
2006 / 2007Awarded the Certificate of Consumer's Choice Shop (Kedai Pilihan Pengguna) by the Ministry of Domestic Trade & Consumer Affairs.
2005Malaysia Top 3 Retailer of 2005 as recognized by the Retail Asia Pacific top 500 Awards 2005, a leading award for top performing retail companies in 14 economies in the Asia-Pacific Region.
2005Acknowledged asone of the top 100listed companies interms of shareholdervalue creation inKPMG/ The Edge ShareholderValue Awards 2005.
2004 / 2005Awarded the Certificate of Excellence by the Ministry of Domestic Trade & ConsumerAffairs for its successfullisting in Malaysia 1000 for year 2004/ 2005, a directory of the top 1000 performingcompanies in Malaysia.
2004 ~ 2007 The Store (Malaysia) Sdn. Bhd. (8199-K) and Pacific Hypermarket & Departmental Store Sdn. Bhd. (361202-X) received numerous "Service & Courtesy" Excellence Awards for Retailers from 2004-2007. The awards are as follows:
2005Largest and Oldest Existing Supermarket cum Departmental Chain in Malaysia as certified by the Malaysia Book of Records Year 2001. This recognition has been recertified in August 2005.
CATEGORY:Electronic and
Electrical Products
CATEGORY:Supermarket
CATEGORY:Leather Products/
Footwear/ Bag
CATEGORY:Textile & Apparel
The awards are as follows:
2010Eleven (11) outlets have been awarded the Certificate of Accreditation (under the sub-sector of Hypermarket / Supermarket & Departmental Store Categories) in Quality Merchandise, Courteous Services & Store Presentation for 2010 / 2011.
2010Twelve (12) outlets have been awarded the Certificate of Kedai Harga Patut 2010 in various categories by the Ministry of Domestic Trade & Consumer Affairs in recognition of its fair price.
2010Malaysia Top 10 Retailers of 2010 as recognized by the Retail Asia-PacificTop 500 Ranking & Awards.
The Store Group’sCorporateSocial Responsibility
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The Store Group’scommitment to improve
social well being
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The Store Group aims to expandits existing Corporate Social Responsibility activitiesto more tangible contributions and add value to our communities in the near future.
Charity Campaign in aid of 10 selected Old Folks Homes in Malaysia was started from 1 August 2012 till 31 January 2013. A total of RM100,000 was raised and distributed equally to the 10 selected Old Folks Homes. The respective homes as listed:
This charity campaign had successfully raised RM105,600 through out the 8 months period. The fund raised will be reached out to more underprivileged families in Malaysia through the MyKasih “Love My Neighbourhood” programme.
Our on-going charity campaign is in aid of 7 Associations for Disabled People from 1 October 2013 until 31 March 2014. Beneficiaries including:
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The Store Group’sCorporate Social Responsibility
Rumah Kebajikan Kanak-kanakCacat Negeri Perak (RKKKC)
Persatuan PenjagaanKanak-kanak Cacat Klang
Pusat Penjagaan Kanak-kanakTerencat Akal Kuala Terengganu
Penang Cheshire Home
Pusat Kebajikan Orang-orangKurang Upaya Negeri Johor
Sabah Cheshire Home
Seri Mengasih Centre
Rumah Sejahtera Kaki BukitRumah Orang Tua Gabungan Persatuan- persatuan Tionghua KuantanRumah Sejahtera Taman Bahagia Bukit PayongMajlis Pusat Kebajikan Semenanjung Malaysia Cawangan Alor GajahYayasan Darul HananPusat Jagaan Orang Tua Chu AiPersatuan Kebajikan Ci Hang- Chempaka SelangorRumah Sejahtera Permatang TinggiMajlis Pusat Kebajikan Semenanjung Malaysia IpohMajlis Pusat Kebajikan Semenanjung Malaysia Cawangan Seremban
A charity campaign
in aid of 10 SelectedOld Folks Homes in Malaysia1 August 2012 ~ 31 January 2013
A charity campaign
in aid of 7 Associations for
Disabled People
1 October 2013 ~ 31 March 2014TH
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A charity cheque amounting to RM100,000.00 was presented to 10 selected old folks homes in Malaysia by Chang Yen Huei, The Store Group Finance Director, witness by Adibah Noor. – 26 April 2013
An official launched of charity campaign in aid of MyKasih Foundation on 26 April 2013. Trustee of MyKasih Foundation, Datuk Yaacob Amin (right 3)
A charity cheque amounting to RM105,600.00 was presented to MyKasih Foundation by Mr. Kam Teh Chung, The Store Group Operations Director. – 8 November 2013
A charity campaign
in aid of MyKasih Foundation1 February ~ 30 September 2013
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16 July 2013. Berbuka Puasa with underprivileged students at Alor Star Mall
19 July 2013. Berbuka Puasa with orphans from Rumah Putera Harapan, Kota Bharu
31 July 2013. Berbuka Puasa with orphans at The Store, Sri Petaling Branch
Contributions and voluntary activity during Hari Raya Aidilfitri together with Yayasan Budi Penyayang Malaysia
The Store help flood victims at Kampung Temai, Pekan Kuantan
The Store HelpFlood Victims
at Kampung Temai, Pekan Kuantan- 24 December 2013
Contributions and Voluntary Activity
during Hari Raya Aidilfitritogether with Yayasan Budi Penyayang Malaysia
- 23 July 2013
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The Store Group’sCorporate Social Responsibility
The Store’s staff has worked together cleaned the school at Kampung Temai, Pekan Kuantan in conjunction of KPDNKK “Program Sayang Pengguna” last 24 December 2013. During the event, The Store has contributed more than RM50,000 worth of essential items like blanket, sanitary, toiletries, clothes and many more as a donation to the flood victims to ease their burden.
Together with Yayasan Budi Penyayang Malaysia, The Store Group’s volunteers sending their warm wishes to the underprivileged families during the fasting month of Ramadan on 23 July 2013. Raya packets and food hampers were distributed to the selected families as to add a little joy to them on the special occasion.
Berbuka Puasa with Underprivileged
Students and Orphans
“Bring Festive Joy to the Less
Fortunate”
03 04
Notice ofAnnual GeneralMeeting
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NOTICE IS HEREBY GIVEN that the Twenty-fi rst (21st) Annual General Meeting of the Company will be held at Crown Hall 1, Level I, The Crystal Crown Hotel Petaling Jaya, No. 12, Lorong Utara A, Off Jalan Utara, 46200 Petaling Jaya, Selangor on Friday, 28 March 2014 at 10.00 a.m for the following purposes:
Agenda
1. To receive the audited fi nancial statements of the Company for the fi nancial year ended 30 September 2013 together with the reports of the Directors and Auditors thereon. Refer to explanatory note 1
2. To approve the payment of a First and Final Single Tier Dividend of 3.75%, in respect of the fi nancial year ended 30 September 2013. Resolution 1
3. To ratify and approve the payment of Directors’ Fees for the fi nancial year ended 30 September 2013. Resolution 2
4. To re-elect the following directors who retire in accordance with the provisions of the Company’s Articles of Association:
a) Mr Lim Gin Chuan Resolution 3
b) Kam Teh Chung Resolution 4
c) Tan Sri Dato’ Sri Tang Yeam Soon Resolution 5
5. To consider and, if thought fi t, pass the following resolution pursuant to Section 129(6) of the Companies Act, 1965:
“That Dato’ Dr. Haji Kardin bin Haji Shukor (a director retiring in compliance with Section 129 of the Companies Act, 1965, being over the age of seventy years) be and is hereby re-appointed a director of the Company to hold offi ce until the next Annual General Meeting.” Resolution 6
6. To re-appoint Messrs Grant Thornton as Auditors of the Company for the ensuing year and to authorise the Board of Directors to fi x their remuneration. Resolution 7
7. To transact any other ordinary business of which due notice shall have been given.
As Special Business
To consider and, if thought fi t, to pass the following resolutions as ordinary resolutions:
8. PROPOSED RETENTION OF INDEPENDENT DIRECTORS
To retain the following directors as independent directors of the Company and continue to act as an independent directors in accordance with the Malaysian Code of Corporate Governance 2012 : a) Dato’ Sri Md Kamal bin Bilal Resolution 8
b) Dato’ Dr. Haji Kardin bin Haji Shukor Resolution 9
c) Yeoh Chong Keng Resolution 10
d) Lim Gin Chuan Resolution 11
9. AUTHORITY TO ALLOT AND ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965
“THAT subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental and regulatory authorities, the directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company at any time and upon such terms and conditions for such purposes as the directors may, in their absolute discretion, deem fi t, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time being and that the directors be and are also empowered to obtain the approval for the listing of and quotation for additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” Resolution 12
10. PROPOSED RENEWAL OF AUTHORITY FOR THE COMPANY’S PURCHASE OF ITS OWN SHARES
“THAT, subject to the Companies Act, 1965 (as may be amended, modifi ed or re-enacted from time to time), the main market Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Malaysia”), the Company’s Articles of Association and all other applicable laws, regulations and guidelines and the approvals of all relevant government and/or regulatory authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of RM1.00 each in the Company (“Proposed Share Buyback”) as may be determined by the directors of the
Notice Of Annual General Meeting
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Company from time to time through Bursa Malaysia as the directors may deem fi t in the interest of the Company provided that the aggregate number of shares purchased and/or held pursuant to this resolution does not exceed ten per centum (10%) of the total issued and paid-up share capital of the Company at any point of time of the said purchase(s) and the maximum number of shares which may be purchased by the Company shall not exceed 6,850,360 shares.
AND THAT, upon completion of the purchase by the Company of its own shares (“The Store Shares”), the directors are authorised to retain The Store Shares as treasury shares or cancel The Store Shares or retain part of The Store Shares as treasury shares and cancel the remainder. The directors are further authorised to resell the treasury shares on Bursa Malaysia or distribute the treasury shares as dividends to the Company’s shareholders or subsequently cancel the treasury shares or any combination of the three.
AND THAT such authority shall be effective immediately upon passing of this resolution and will continue in force until:
(i) the conclusion of the next Annual General Meeting of the Company following the general meeting at which such resolution was passed at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed, either unconditionally or subject to conditions; or
(ii) the expiration of the period within which the next Annual General Meeting after that date is required by law to be held; or
(iii) revoked or varied by ordinary resolution passed by the shareholders in the general meeting;
whichever occurs fi rst but not so as to prejudice the completion of purchase(s) by the Company before the aforesaid expiry date.
AND FURTHER THAT the directors of the Company be and are authorised and to take all steps as are necessary and/or to do all such acts and things as the directors deem fi t and expedient in the interest of the Company to give full effect to the Proposed Share Buyback with full powers to assent to any condition, modifi cation, revaluation, variation and/or amendment (if any) as may be imposed by the relevant authorities.” Resolution 13
11. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE NATURE
“THAT, subject always to the provisions of the listing requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given to the Company and its wholly-owned subsidiaries, Pacifi c Hypermarket & Departmental Store Sdn Bhd and Pacifi c Bowling Sdn Bhd, to enter into and give effect to specifi ed recurrent related party transactions of a revenue nature with specifi ed classes of Related Parties as specifi ed in Section 3.2 of the Circular to shareholders dated 6 March 2014 which are necessary for the day to day operations and/or in the ordinary course of business of the Company and its subsidiaries and are carried out at arms’ length basis on normal commercial terms of the Group on terms not more favourable to the Related Parties than those generally available to the public and are not detrimental to minority shareholders of the Company and such mandate shall continue to be in force until:
(i) the conclusion of the next Annual General Meeting of the Company at which time it will lapse, unless by a resolution passed at a general meeting, the authority is renewed; or
(ii) the expiration of the period within which the next Annual General Meeting after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“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 resolution passed by the shareholders in a general meeting,
whichever is the earlier, and
THAT authority be and is hereby given to the directors of the Company and its subsidiaries to complete and do such acts and things as they may consider necessary or expedient in the best interest of the Company (including executing all such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.” Resolution 14
Notice Of Annual General Meeting (cont’d)
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NOTICE IS ALSO HEREBY GIVEN that the First and Final Single Tier dividend of 3.75%, in respect of the fi nancial year ended 30 September 2013, if approved, will be paid to shareholders on 19 June 2014. The entitlement date for the said dividend shall be 21 May 2014.
A Depositor shall qualify for entitlement only in respect of:-
a) Shares transferred to the Depositor’s Securities Account before 4.00 p.m. on 21 May 2014 in respect of ordinary transfers; and
b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa Malaysia Securities Berhad.
By Order of the Board
LEE WAI NGAN (Ms) (LS 00184)HWONG PIK HUA (Ms) (MAICSA 7027798)Secretaries
Kuala Lumpur
Date : 6 March 2014
Notes:
1) Item 1 of the Agenda
To receive the audited fi nancial statements of the Company for the fi nancial year ended 30 September 2013 together with the reports of the Directors and Auditors thereon.
This item is meant for discussion only as the provision of Section 169(1) of the Companies Act, 1965 does not requireshareholders’ approval for the audited fi nancial statements. Therefore, this item will not be put forward for voting.
2) Members Entitled To Attend
For purpose of determining who shall be entitled to attend this meeting, only members whose names appear on theRecord of Depositors as at 24 March 2014 shall be entitled to attend, speak and vote at this meeting.
3) Appointment of Proxy
i) A member is entitled to appoint not more than two proxies to attend at the same meeting. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifi es the proportion of his shareholdings to be represented by each proxy.
ii) For a member which is an Exempt Authorised Nominee, as defi ned under Securities Industries (Central Depositors) Act, 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds.
iii) A proxy need not be a member of the Company and the provisions of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company.
iv) If the appointer is a corporation, the form must be under its Common Seal or under the hand of an offi cer or attorney duly authorised.
v) The instrument appointing a proxy must be deposited at the Company’s Registered Offi ce at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting.
4) Special Business
i) Proposed Retention Of Independent Directors
The proposed Ordinary Resolution No. 8 to 11, if passed, will allow the independent directors to be retained and continue acting as an independent director to fulfi ll the requirements of Paragraph 3.04 of the Main Market Listing Requirements and in line with the recommendation No. 3.2 and 3.3 of the Malaysian Code of Corporate Governance 2012. The full details of the justifi cation and recommendations for the retention is set out in the Statement of Corporate Governance in the Annual Report 2013 on page 41.
Notice Of Dividend Entitlement And Payment
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ii) Proposed Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act, 1965
The proposed Ordinary Resolution No. 12, if passed, will authorise the directors to issue shares up to 10% of the issued and paid-up capital of the Company for the time being for such purposes as the directors consider would be in the best interest of the Company. The purpose for the renewal of a general mandate is to avoid any delay and costs in convening a general meeting to specifi cally approve such an issue of shares for any possible fund raising activities (excluding placement of shares) for the purpose of funding future investment projects, additional working capital etc.
This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company.
The Company did not issue any new shares pursuant to the mandate granted to the directors at the last Annual General Meeting held on 28 March 2013 and which will lapse at the conclusion of the forthcoming Annual General Meeting.
iii) Proposed Renewal Of Authority For The Company’s Purchase Of Its Own Shares
The proposed Ordinary Resolution No.13, if passed, will prepare our Company with a further option to utilize our fi nancial resource more effi ciently. It is also intended to stabilize the supply and demand as well as the Company’s shares prices.
The mandate shall continue to be in force until the date of the next Annual General Meeting of the Company unless earlier revoked or varied by ordinary resolution of the Company in a general meeting and is subject to annual renewal.
Further information on this resolution is set out in the Share Buyback Statement dated 6 March 2014, despatched together with this Annual Report.
iv) Proposed Renewal of Shareholders’ Mandate For Recurrent Related Party Transactions Of A Revenue Nature
The proposed Ordinary Resolution No. 14, if passed, will enable the Company and its subsidiaries to enter into recurrent transactions involving the interest of related parties, which are of a revenue nature and necessary for the Group’s day-to-day operations, subject to the transactions being carried out in the ordinary course of business and on terms not to the detriment of the minority shareholders of the Company.
The procurement of the proposed renewal of shareholder’s mandate would reduce substantially administrative time, effort and expenses associated with the convening of separate general meeting to seek shareholders’ approval as and when potential Recurrent Related Party Transactions arise.
Further information on this resolution is set out in the circular to shareholders dated 6 March 2014, despatched together with this Annual Report.
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Registered Offi ce & Registrar Plaza 138, Suite 18.0318th Floor, 138, Jalan Ampang 50450 Kuala LumpurTel: 603-21615466 Fax: 603-21636968
Principal Place of BusinessLot 328, Jalan 51A/ 223, Sek. 51APetaling Jaya 46100 Selangor Darul EhsanTel: 603-7960 3233Fax: 603-7960 3299Website Address : www.tstore.com.myEmail: [email protected]: www.facebook.com/thestoremalaysia
Stock Exchange ListingListed on the Main Market ofBursa Malaysia Securities Berhad since 3 March 1994Stock Sector: TradingStock Name & code : TSTORE & 5711
Dato’ Sri Md Kamal bin Bilal ~ Chairman (Independent Non-Executive Director )
Tan Sri Dato’ Sri Tang Yeam Soon (Managing Director)
Kam Teh Chung (Executive Director)
Chang Yen Huei (Executive Director)
Puan Sri Datin Sri Khor Guik Lee (Executive Director)
Dato’ Dr. Haji Kardin bin Haji Shukor (Independent Non-Executive Director)
Yeoh Chong Keng (Independent Non-Executive Director)
Lim Gin Chuan (Independent Non-Executive Director)
Dato’ Dr. Haji Kardin bin Haji Shukor ~ ChairmanYeoh Chong Keng Lim Gin Chuan
Dato’ Dr. Haji Kardin bin Haji Shukor ~ ChairmanYeoh Chong KengLim Gin Chuan
Dato’ Dr. Haji Kardin bin Haji Shukor ~ Chairman Yeoh Chong Keng Lim Gin Chuan
Ms Lee Wai Ngan (LS 00184)Ms Hwong Pik Hua (MAICSA 7027798)
Board Of Directors :
Audit Committee :
Remuneration Committee :
Nominating Committee :
Company Secretaries :
AuditorsGrant Thornton Chartered Accountants51-8-A, Menara BHL Bank Jalan Sultan Ahmad Shah10050 Pulau Pinang
Principal BankersMalayan Banking Berhad (3813-K)Hong Leong Bank Berhad (97141-X)HSBC Bank Malaysia Berhad (127776-V)
Place of incorporation & domicileMalaysia
Corporate Information
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The Store Holdings Sdn. Bhd.
The Store ( Kangar ) Sdn. Bhd.
The Store ( Kemaman ) Sdn. Bhd.
The Store ( Malaysia ) Sdn. Bhd.
The Store ( Subang ) Sdn. Bhd.
Taiping Supermarket Holdings Sdn. Bhd.
The Store ( Terengganu ) Sdn. Bhd.
The Store ( Kelantan ) Sdn. Bhd.
Gold Shopping Centre HoldingsSdn. Bhd.
The Store ( NS ) Sdn. Bhd.
The Store ( Bukit Pasir ) Sdn. Bhd.
The Store ( Port Dickson ) Sdn. Bhd.
Summit Superstore Holdings Sdn. Bhd.
TS Retail Systems Sdn. Bhd.
The Store ( Mentakab ) Sdn. Bhd.
The Store ( Muar ) Sdn. Bhd.
The Store ( Seremban ) Sdn. Bhd.
TS Universal Trading Sdn. Bhd.
Pacific Hypermarket Group Sdn. Bhd.
The Store ( Bentong ) Sdn. Bhd.
The Store ( Darul Naim ) Sdn. Bhd.
Milimewa Superstore Sdn. Bhd.
Delsinar Sdn. Bhd.
Nilai Hikmat Sdn. Bhd.
Tanjung Segi Sdn. Bhd.
Formyarn Sdn. Bhd.
The Store ( Johore Bahru ) Sdn. Bhd.
Murai Perdana Sdn. Bhd.
The Store ( Malacca ) Sdn. Bhd.
The Store ( Batu Pahat ) Sdn. Bhd.
Taiping Corporation Sdn. Bhd.
The Store ( Taiping ) Sdn. Bhd.
The Store ( Pusat K.T ) Sdn. Bhd.
The Store ( Sungai Petani ) Sdn. Bhd.
The Store ( Taman Kok Lian ) Sdn. Bhd.
TS Universal Brands Sdn. Bhd.
Arglye Sdn. Bhd.
The Store ( Summit Parade ) Sdn. Bhd.
The Store ( Kuantan Parade ) Sdn. Bhd.
The Store Properties Sdn. Bhd.
The Store Card Sdn. Bhd.
The Store ( Kluang ) Sdn. Bhd.
Pacific Hypermarket & Departmental Store Sdn. Bhd.
Bigever Properties Sdn. Bhd.
Pacific Hypermarket Properties Sdn. Bhd.
Pacific Bowling Sdn. Bhd.
Pacific Departmental Store Sdn. Bhd.
Larut Matang Supermarket HoldingsBerhad
The Store ( Johor Jaya ) Sdn. Bhd.
Cotler Sdn. Bhd.
The Store ( Taiping Jaya ) Sdn. Bhd.
The Store ( Tampin ) Sdn. Bhd.
The Store ( Kota Bharu ) Sdn. Bhd.
Universal Retail Academy Sdn. Bhd.
The Store (Kampar Road) Sdn. Bhd.
Visual Utama Sdn. Bhd.
Yangtze Corporation Sdn. Bhd.
The Store ( Klang ) Sdn. Bhd.
The Store ( Taman Tun Aminah ) Sdn. Bhd.
The Store ( Central Square ) Sdn. Bhd.
Pacific Hypermarket ( Prai ) Sdn. Bhd.
Pacific Department Store ( Prai ) Sdn. Bhd.
Berkat Apparel Sdn. Bhd.
Berkat Garments Sdn. Bhd.
Berkat Marketing Sdn. Bhd.
Berkat Merchandising & Services Sdn. Bhd.
Berkat Supermarket Sdn. Bhd.
Dindings Supermarket Sdn. Bhd.
Fajar Merchandising & Services Sdn. Bhd.
Fajar Retail Enterprise Sdn. Bhd.
Fajar Supermarket (Butterworth) Sdn. Bhd.
Fajar Supermarket ( Melaka ) Sdn. Bhd.
Fajar Supermarket ( Upper Perak ) Sdn. Bhd.
Fajar Supermarket Sdn. Bhd. Bintang Aspek (M) Sdn. Bhd.
Koaling Development Sdn. Bhd.
Kuala Kangsar Supermarket Sdn. Bhd.
Larut Matang Supermarket ( Taiping) Sdn. Bhd.
Sungei Perak Supermarket Sdn. Bhd.
Fajar Departmental Store & Supermarket ( Sg. Besar ) Sdn. Bhd.
Sungai Besar Supermarket Sdn. Bhd.
THE STORE CORPORATIONBERHAD
100%
100%
100%
100%
100%
100%
100%
100%
100%
30%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
70%
67%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
92.1%
100%
100%
100%
100%
100%
100%
94.98% (Effective Interest)
100%
100%
100%
TS Universal International Co. Ltd100%
SB Mall Sdn Bhd100%
Jurus Kota Sdn. Bhd.100%
Universal Retail Group Ltd100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100%
100% 100%
100%
100%
100%
100%
100%99.99%
0.001%
30%
29.63%
15.63%
54.74%
70%
TS Universal Retail Ltd100%
Universal Retail Holdings Limited100%
Universal Retail ( Jiaxing ) Limited100%
Shanghai Universal Retail Limited100%
Universal Retail Limited100%
Corporate Structure
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5 Years Group Financial Highlight
2013 2012 2011 2010 2009 RM ' 000 RM ' 000 RM ' 000 RM ' 000 RM ' 000
STATEMENT OF COMPREHENSIVE INCOME
Revenue 1,889,137 1,861,594 1,862,537 1 , 8 1 6 , 9 1 1 1 ,841 ,590Profit Before Taxation 35,018 26,798 24,001 1 2 ,095 1 3,4 1 5Profit After Taxation 20,774 13,016 10,386 3 ,9 17 1,944Net Dividend (Paid and Proposed) 2,569 2,569 2,055 685 685
STATEMENT OF FINANCIAL POSITION
Total assets 1, 1 24,794 1,1 30,204 1,035,937 1,049,245 1 ,07 7,720Total equity 448,087 430, 194 4 18,958 409,066 398,699Total liabilities 676,707 700,010 616,979 640,17 9 679,0 2 1Share Capital 68,504 68,504 68,504 68,504 68,504
RATIOS
Gross Dividend per share (sen) 3 . 7 5 5 .00 3 .00 1 .00 1 .00Net Earnings per share (sen) 30. 3 3 1 9 .0 1 1 5 . 1 7 5 .75 2.85Net Assets per share (RM) 6 . 5 4 6 . 28 6 . 1 2 5 .97 5.82
REVENUE (RM’000) TOTAL EQUITY (RM’000)
NET EARNINGS PER SHARE (SEN) NET ASSETS PER SHARE (RM)
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013
2009 2010 2011 2012 2013 2009 2010 2011 2012 2013
RM
1,8
41,
59
0
RM
1,8
16,9
11
RM
1,8
62
,53
7
RM
1,8
61,
59
4
RM
1,8
89
,13
7
RM
39
8,6
99
RM
40
9,0
66
RM
418
,95
8
RM
43
0,1
94
RM
44
8,0
87
2.8
5
5.7
5
15
.17
19
.01
30
.33
RM
5.8
2
RM
5.9
7
RM
6.1
2
RM
6.2
8
RM
6.5
4
Chairman’s Statement
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Chairman’s Statement
Financial Review In spite of the competitive and challenging environment, the Group managed to strike a balance between staying the course in certain areas of business operation and re-alignment of underperforming operation areas. With the combination of capable management and a healthy balance sheet, the Group remains financially sound and flexible to navigate the unpredictability.
For the financial year 2013, the Group posted a net profit of RM20.8 million which was up by 59.6% higher than the previous year, translating to an earnings per share of 30.33 sen. The improvement in profit margin was due to our strategic planning and stringent cost control policy.
The Group achieved consolidated revenue of RM1.889 billion, representing an increase of 1.48% over the RM1.862 billion posted in the previous year. The Group’s profit before tax boosted by about 30.7% to RM35.0 million from RM26.80 million in the previous year.
Our improved performance has further enhance shareholders’ value by increasing the shareholders’ equity to RM447.993 million from RM430.094 million as at the previous financial year.
Delivering Shareholders’ Value As part of the Group’s on-going effort to return value to shareholders, the Board has proposed a first and final single tier dividend of 3.75 cent per ordinary share for the financial year 2013. The Group will continue to strive to maintain an optimal balance between a reasonable return to our shareholders and conserving sufficient resources to support long term growth of the Group.
The proposed dividend will be subject to the shareholders’ approval at the forthcoming Annual General Meeting.
Operational Review The Group is undergoing a continuing programe to renovate, refurbish and upgrade some of the existing outlets. During the year under review, the Group has refurbished some of The Store outlets in Muar (Watex Parade), Ipoh (Jalan Kampar), Sungai Petani (Centre Square), Kota Bahru (Jalan Padang Garong), Seremban (Jalan Tunku Munawir), Klang (Shaw Centrepoint) and Pacific (KB mall). This is expected to provide an impetus to the growth of the business for the coming financial year.
Corporate Development On 27 December 2013, the Company had disposed of its entire shareholding in its wholly-owned subsidiary, SB Mall Sdn Bhd, by entering into a conditional Share Sale Agreement with Goldleaf Synergy Sdn Bhd for a gain of RM3.92million. In addition, the group gearing ratio shall be reduced. The disposal is pending completion.
Corporate Social Responsibility The Board acknowledges the importance of corporate social responsibility and committed to undertake responsible practices which focuses on sustainability and good Corporate Governance. The Group has put in efforts towards the well-being of its employees, community and environment and strives to balance its social responsibility to the society with its business objectives and perform greater accountability.
The corporate social responsibility initiatives are set out separately in the Statement on Corporate Social Responsibility in this Annual Report.
Strategic Outlook While we note that private consumption growth will moderate as a result of higher food, petrol and utilities costs going forward, consumers are likely to adopt a more prudent spending approach and cut down on discretionary spending instead. With the challenges lying ahead, the Group will continue to rationalize its operations in an integrated and sustainable manner. We also strive to generate positive returns to shareholders by streamlining our operations strategically, optimizing the utilization of resources, sharpening competitive edge, venturing and expanding growth spectrum, without compromising with governance and risk management. The Board is confident that the Group has the resilience to achieve another milestone of growth.
Acknowledgement Our success in 2013 is made possible through the commitment, loyalty and unity of our management and employee while maintaining a sense of perspective to meet the needs of customers. It is my sincere hope that these strengths are carried through in the future.
We are grateful to our loyal shareholders as well as our customers, suppliers, and business associates for their continuing trust and commitment to work with us. I would also like to take this opportunity to thank my fellow directors for their valuable advices and participations on the Board.
Thank you.
Dato’ Sri Md Kamal bin BilalChairman
Dear Valued Shareholders,
On behalf of the Board of Directors, it is my pleasure to present the Company’s Annual Report and the Audited Financial Statements for the financial year ended 30 September 2013.
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Directors’ Profile
Dato’ Sri Md Kamal bin BilalS.S.A.P., D.M.S.M., JP
Chairman
Malaysian, aged 51, was appointed to the Board on 14 February 2000, initially as a Non-Executive Director and was co-opted as Chairman on 2 November 2001.
Dato’ Sri Kamal has over 13 years of experience in the government sector, serving as a Community Development Officer in the Ministry of National & Rural Development. After that, he ventured into the Automobile Industry as a Proton Edar dealer in Penang. He has been the Division Treasurer of UMNO for Kepala Batas Division and also a Division Committee Member of Barison Nasional for Kepala Batas until now. Dato’ Sri Kamal was conferred a Honorary Doctorate of Philosophy (Entrepreneurship) by Golden State University, USA.
Currently, Dato’ Sri also sits on the board of several private companies and is also the Chairman and member of Audit Committee of Borneo Aqua Harvest Bhd.
Tan Sri Dato’ Sri Tang Yeam SoonP.S.M., S.S.A.P., D.S.N.S,
Managing Director
Malaysian, aged 54, was appointed to the Board on 21 February 2001 as Executive Director and co-opted as Group Managing Director on 23 November 2001.
Tan Sri Tang has more than 30 years of experience in the business sector, particularly in the retail industry. He founded his first company at the age of 20, and held the position of Managing Director. Under his leadership, the company was listed on Bursa Malaysia Securities Berhad’s Second Board 13 years later. Thereafter, he founded Pacific Hypermarket & Departmental Store Sdn Bhd and held the position of Managing Director before forging his career with The Store Group.
On 5 June 2010, he was awarded the Darjah Kebesaran Panglima Setia Mahkota (P.S.M), award which carries the title “Tan Sri” from Duli Yang Maha Mulia Seri Paduka Baginda Yang-di-Pertuan Agong (The King of Malaysia).
As Group Managing Director, Tan Sri Tang is mainly responsible for setting and reviewing the operations strategic and succession plans of the Group, evaluating and monitoring the Group’s performance goals and management of risks. Presently, Tan Sri Tang also sits on the board of several private companies and does not hold any directorship in any other public companies.
Tan Sri Tang is the husband of Puan Sri Khor Guik Lee who is also a director and a major shareholder of The Store Corporation Berhad.
Kam Teh Chung Executive Director
Malaysian, aged 65, is an Executive Director who was re-appointed to the Board on 31 May 2001 and is currently holding the position of Group Operations Director.
He was previously a Board member serving as Executive Director of The Store Corporation Berhad until his resignation on 30 March 2000. Prior to that, he had served in various capacities in the outlets within the Group. He has deep knowledge of the supermarket and department store industry gained from more than 30 years of experience. He also has an impeccable standing in the retail business industry. He does not hold any other directorship in any public companies.
Chang Yen HueiExecutive Director
Malaysian, aged 50, was appointed to the Board on 2 November 2001 as Executive Director and is currently holding the position of Group Finance Director.
He is a fellow of Chartered Association of Certified Accountants, UK and a member of the Malaysian Institute of Accountant. He has gained valuable experience in accounting and financial management through his attachment over 25 years in various industries such as professional accounting firms, computer and retailing industries. He was the Accountant of a public listed company for 3 years before joining Pacific Hypermarket Group Sdn Bhd (PHG) as a Group Accountant in 1996. He was subsequently promoted to Group Financial Controller of PHG and further appointed as Group Financial Controller of The Store Corporation Berhad in February 2001. In the same year, he was promoted to Group Finance Director. He does not hold any directorship in any other public companies.
Puan Sri Datin Sri Khor Guik LeeExecutive Director
Malaysian, aged 52, was appointed to the Board on 27 February 2003 as an Executive Director. She has more than 30 years of experience in the retail industry. With her spouse, Tan Sri Dato’ Sri Tang Yeam Soon, they formed a company in which she held the position of Executive Director and the company was subsequently listed on Second Board of Bursa Malaysia Securities Berhad 13 years later. Thereafter, she joined Pacific Hypermarket and Departmental Store Sdn Bhd as an Executive Director. As a board member of Pacific, she participated actively and constructively in all the board deliberations towards the future growth and direction of Pacific Group. Presently, she also sits on the board of several private companies. She does not hold any directorship on any other public companies.
Puan Sri Khor is the wife of Tan Sri Dato’ Sri Tang Yeam Soon who is a director and a major shareholder of The Store Corporation Berhad.
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Dato’ Dr. Haji Kardin bin Haji ShukorDPMJ, SMJ, AMN, PIS., JSM.,
Independent Non-Executive Director
Malaysian, aged 74, is a Non-Executive Director who was appointed to the Board on 13 December 1993. He is the Chairman of the Audit Committee, Nominating Committee and Remuneration Committee of the Company.
Dato’ Kardin is a qualified Veterinarian and dedicated to his work in animal husbandry for which he has held many top positions in the public veterinary service. In 1963, he was seconded as Assistant Veterinarian with the Institute of Veterinary Research, Ipoh and subsequently, transferred to Kuala Pilah district before furthering his studies at the University of Queensland in 1965.
Upon his return to Malaysia in 1969, Dato’ Kardin was appointed as director of Veterinary Service for Kedah followed by other such appointments in various districts throughout Peninsular Malaysia. He does not hold any directorship in any other public companies.
Yeoh Chong KengIndependent Non-Executive Director
Malaysian, aged 62, is a Non-Executive Director who is a lawyer by profession and was appointed to the Board on 14 February 2000. He is a member of the Audit Committee, Nominating Committee and Remuneration Committee of the Company.
He obtained his Barrister-at-Law from Lincoln’s Inn, England in 1980. He was a senior police officer in the Royal Malaysian Police Force before proceeding to read law at Lincoln’s Inn, England. He was called to the English Bar and Malaysian Bar in 1980 and 1981 respectively and is the Managing Partner of a legal firm in Kuala Lumpur. He has also acted as counsel for the Government of Hong Kong. He is an experienced lawyer specializing in corporate and banking law, a certified mediator and a Notary Public.
He is an independent non-executive director of Tokio Marine Life Insurance Malaysia Bhd (Co. No. 457556-X) and chairs the Risk Management Committee and Remuneration Committee and is also a member of Audit Committee. He is also an independent non-executive director and member of the audit Committee of Yoong Onn Corporation Berhad (Co. No. 814138-K), a public listed company.
Lim Gin ChuanIndependent Non-Executive Director
Malaysian, aged 50, a Non-Executive Director who is a lawyer by profession and was appointed to the Board on 31 January 2000. He is a member of the Audit Committee, Remuneration Committee and Nominating Committee of the Company.
He obtained his Bachelor of Economics (major in Accounting) and Bachelor of Law from Monash University, Melbourne, Australia in 1988. Since then he has been practicing law in Malaysia with the main focus on conveyancing, property, banking and company law. He is also an independent non-executive director in Wong Engineering Berhad, a public listed company on the Main Market. He is the chairman of the nominating committee and a member of the audit committee and remuneration committee in the said company.
NOTE:Save as disclosed in this annual report, none of the directors have any family relationship with any other directors and/or major shareholders of the Company or any personal interest in any business arrangement involving the Company, nor have they any convicted for offences within the past 10 years, other than traffic offences, if any.
Directors’ Profile
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The Board recognizes the important of maintaining the high standards of Corporate Governance (“CG”) throughout the Group in enhancing shareholders’ value through building a sustainable business.
The Board has been guided by Malaysian Code of Corporate Governance 2012 (“the Code”) which sets out the Principles and recommendations in making good CG an integral part of its business dealings and culture to achieve the highest standards of business integrity, ethics and professionalism in the Group’s operations.
The Board is pleased to present the following statement which outlines the key aspects of how the Group has applied the Principles set out in the Code during the year under review.
PRINCIPLE 1 - ESTABLISH CLEAR ROLES AND RESPONSIBILITIES
The Board currently has eight members. The roles and responsibilities of the Board are clearly set out in the Board Charter which including those adopted from the Code are as below:
* Reviewing and adopting a strategic plan for the Group ;
* Overseeing the conduct of the Group’s business to evaluate whether the business is being properly managed;
* Identifying the principal risks and ensuring the implementation of appropriate systems to manage these risks;
* Succession planning, including appointing, training, fi xing the compensation of and where appropriate, replacing key management;
* Developing and implementation a Corporate Disclosure Policy;
* Reviewing the adequacy and the integrity of the Group’s internal control systems and information systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines;
* Monitoring and reviewing management processes aimed for ensuring the integrity of fi nancial and other reporting;
* Ensuring that the Company’s fi nancial statements are true and fair and conform to the accounting standard.
To facilitate effective management, the Board has delegated the authorities and responsibilities for the day to day operation of business to the Managing Director and executive directors whom representing the management. The executive directorslead the senior management team in making and implementing the Board’s decision, managing resources and risks inpursuing the corporate objective of the Group.
The independent directors are independent from management and are free from any business or other relationships whichcould interfere with the exercise of independent judgment or ability to act in the best of the Company. The presence ofindependent voice on the Board could ensures the objectivity in decision making of the Board is achieved and that nosingle party can dominate such decision making in the Company.
The Board has delegated certain responsibilities to its committees which operate within clearly defi ned terms of reference. The details of the Board Committee are set out in Principal 2 at the next section.
Separation of Position of the Chairman and Managing Director
The Chairman of the Company is an independent non-executive director. The roles and responsibilities of the Chairman and Managing Director are distinct and separated to ensure there is an appropriate balance of power and authority with clear division of responsibility and accountability. The Chairman is primarily focus on Governance while the Managing Director with the assistance of executive directors is generally focused on the business and its day-to-day operations.
The Board does not consider it necessary to nominate a recognized senior independent non-executive director to the Board to whom any concerns may be conveyed, in view of the present independent element of the Board composition and the segregation of the roles of the Chairman and Managing Director.
Directors’ Code of Conduct/Ethics
The Board has adopted a Code of Ethics for the Directors. The Code of Ethics is aimed to enhance the standard of CG and to cultivate good ethical conducts throughout the Group. The Board recognizes the important of adhering to the Code of Ethics and has published it on the Company’s website at www.tstore.com.my.
Statement Of Corporate Governance
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Strategies Promoting Sustainability
The Board recognizes the important of sustainability and its increasing signifi cance in the business.
The details of the sustainability efforts are set out in the Corporate Social Responsibility Statement at this Annual Report.
Access To Information and Advice
All the directors are entitled to request for additional clarifi cation and information to assist them in matters that require their decision. Adequate reports with regards to information on the Group’s performance and major operational fi nancial and corporate issues are disseminated in advance to facilitate informed decision-making process.
The Board is supported by suitably qualifi ed and competent company secretaries who are responsible for ensuring the effective functioning of the Board. The company secretaries also act as the secretaries for all the Board Committees. In exercising their duties, Board Committees are entitled to obtain professional advice from external consultants such as merchant bankers, valuers, human resource consultant etc.
Board Charter
The Board has formalized a charter which set out the practices and process in the discharge of its responsibilities, the role of the Chairman and duties of the Board committees. The details of the Board Charter are available for reference at the Company’s website at www.tstore.com.my.
PRINCIPLE 2 - STRENGTHEN COMPOSITION ON THE BOARD
Currently, the Board has eight members comprising:
i) The Chairman (Independent Non-Executive) ii) 4 Executive Directors iii) 3 Independent Non-Executive Directors
The present composition of the Board is in compliance with the Listing Requirements whereby at least two directors or one-third of the Board must be independent directors.
A brief profi le of each director is presented on pages 39 to 40 of this Annual Report.
The Board collectively has wide and varied technical, fi nancial, legal, management and commercial experience and this facilitates Board and Committees deliberations. There is no individual or group of individuals who dominates the Board’s decision-making. The balance enables the Board to provide clear and effective leadership to the Company and to bring independent judgment to various aspects of the Company’s strategies and performance.
In the opinion of the Board, the number of members fairly refl ects the interest of its shareholders and other stakeholders. The Board having reviewed its size and composition is also satisfi ed that it is effective for proper functioning of the Board.
Nominating Committee (“NC”)
The NC has been established since 2001. It comprises three independent non-executive directors.
The NC is responsible for nominating new candidates to the Board and to ensure proper Board balance and size as well as to review the required mix of skills, experiences and other competencies and recommend to the Board accordingly. The Board will implement the process, which is to be carried out by the NC, for assessing the effectiveness of the individual directors and the Board as a whole.
The NC will conduct an assessment on independent directors annually, upon a director’s readmission to the Board, and when any new interest or relationship surfaces as well as review the independent directors’ time, commitment and ability to fulfi ll their responsibilities.
The Board has reviewed and assessed the size of Board, required mix of skills, performance, experience and contribution of Directors, effectiveness of the Board, independent Directors and is satisfi ed with the current position and performance of the Board.
The Board acknowledges the recommendation of the Code pertaining to the establishment of Boardroom gender diversity policy. However, the Board believes in, and provides equal opportunity to candidates who have the skills, experiences, time commitments and other qualities, regardless of gender. The NC however continues to ensure that suitable woman candidate are sought and considered as part of its recruitment exercise. Currently, the Board has a female executivedirector on the Board.
Statement Of Corporate Governance (cont’d)
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Re-election of Directors The NC conducted an assessment of the directors who are subject to retirement at the forthcoming AGM in accordancewith the Articles of Association which provide the following:
a) any directors who are appointed during the year will be subjected to retirement and re-election by shareholders at the next AGM following their appointment; and
b) one-third (1/3) of the remaining directors, including the Managing Director, or if their number is not three or a multiple of three, then the number nearest to 1/3, shall retire from offi ce and be eligible for re-election at each AGM; provided always;
c) all the directors, including the Managing Director, shall retire from offi ce at least once in every three (3) years but shall be eligible for re-election.
Pursuant to Section 129(6) of the Companies Act, 1965, directors who are over seventy (70) years of age shall retire at every AGM and may offer themselves for re-appointment to hold offi ce until the next AGM.
There is no maximum tenure fi xed by the Board of directors as the Board is of the view that there are signifi cant advantage to be gained from the long serving directors who possess tremendous insight and knowledge of the Group’s affairs and operations.
At this forthcoming Annual General Meeting, the Company has 4 directors retiring and offering themselves for re-election. The Board confi rms that it is satisfi ed that the directors, who are required to stand for re-election and re-appointmentrespectively at the AGM, continue to demonstrate the necessary commitment to be fully effective members of the Board. To assist the shareholders in their decisions, suffi cient information such as directors’ personal profi le, their attendance at the meetings and shareholdings in the Company for each director standing for re-election are furnished in this Annual Report.
Remuneration Policies and Procedures
The Company has established a Remuneration Committee (“RC”) which comprises three independent non-executivedirectors. The membership of the committee has not changed since the last report.
The RC is tasked with developing the remuneration packages and benefi ts of the executive directors and making the necessary recommendations to the Board for approval. Non-executive directors’ remunerations are determined by the full Board. Directors are abstained from participating in decisions on their own remuneration packages. The committee meets when necessary.
The Company’s remuneration scheme for executive directors is designed to link to the Group’s performance and scope of responsibility and is reviewed periodically having regard to market/industry standards while, for non-executive directors, it is determined in accordance with their level of responsibilities undertaken by them. In addition, the Board also takes into consideration any relevant information provided by independent consultant or from survey data.
The remuneration for all the directors are based on a standard fi xed fee, except for the Chairman who is paid a higher fee in recognition of his additional responsibilities. Non-Executive directors are paid a meeting allowance for each Boardmeetings they attended. The directors are also reimbursed reasonable expenses incurred by them in the course of carrying out their duties on behalf of the Company.
The RC recommends to the Board the director’s fee for each director of the Company which is subject to the approval of the shareholders. The members of the Audit Committee are paid fi xed fees.
The details of the remuneration of the directors of the Company comprising remuneration received/receivable from the Company and subsidiary companies during the fi nancial year under review are set out in the table below.
The aggregate remuneration of directors categorized into appropriate components is as follows:-
Executive Non-executive Total
(RM) (RM) (RM)
Fees 516,000 172,000 688,000
Salaries 2,736,000 - 2,736,000
Allowance & other emoluments 453,000 63,000 516,000
3,705,000 235,000 3,940,000
Statement Of Corporate Governance (cont’d)
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The number of directors of the Company whose remuneration falls into the following bands:-
Range of remunerationExecutive director
Non-executive director
Total
Below RM50,000 - 3 3
RM 50,000 – RM 100,000 - 1 1
RM 350,000 – RM 400,000 1 - 1
RM 450,000 – RM 500,000 1 - 1
RM 650,000 – RM 700,000 1 - 1
RM2, 100,000 – RM2,200,000 1 - 1
PRINCIPLE 3 - REINFORCE INDEPENDENCE
The Board recognises the importance of independence and objectivity in its decision making process in line with the recommendations under the Code.
The Independent director plays a pivotal role in corporate accountability and provides unbiased views and impartially to the Board’s deliberations and decision making process.
The Board through the NC assessed the independence of the Independent Directors based on the criteria set out in the Listing Requirements on an annual basis.
The Board is satisfi ed with the level of independence demonstrated by the 4 independence non-executive directors and their ability to act in the best interest of the Company.
Tenure of Independent Directors
The Board takes cognizance of the Code’s recommendation that the tenure of an independent director should not exceeda cumulative term of nine (9) years. Upon completion of 9 years, the independent director will be re-designated as anon-independent director.
The NC and the Board have deliberated and hold the view that a director’s independence cannot be determined solely with reference to tenure of service. Board’s composition shall refl ect a balance between effectiveness on one hand and fresh perspective on the others. The length of their services on the Board does not in any way interfere with their exercise of independent judgment and ability to act in the best interest of the Company.
Thus, the independence of directors namely, Dato’ Sri Md Kamal Bin Bilal, Dato’ Dr Haji Kardin Bin Haji Shukor, Mr Yeoh Chong Keng and Mr Lim Gin Chuan, have been reviewed and recommended to continue to act as independent directors subject to the shareholders’ approval at the forthcoming AGM based on the following justifi cations:
a) All of them continue to fulfi ll the criteria under the defi nition of an Independent Director as set out in the Listing Requirements.
b) They have never transacted or entered into any transactions with, nor provided any services to the Company or its subsidiaries, within the scope and meaning as set forth in the Listing Requirements.
c) They have not been offered or granted any options by the Group, nor any other incentives or benefi ts of whatever nature had been paid to them by the Company, other than directors’ fees and allowances paid which had been the norm and been duly disclosed in this Annual Report.
Statement Of Corporate Governance (cont’d)
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PRINCIPLE 4 - FOSTER COMMITMENT OF DIRECTORS
The Board endeavors to meet at least 4 times a year, at quarterly intervals which are scheduled well in advance at thecommencement of the fi nancial year to facilitate the directors in planning their meeting schedule for the year.
The Board is satisfi ed with the level of time commitment given by the directors towards fulfi lling their roles andresponsibilities which is evidenced by the satisfactory attendance records of the directors at Board meetings. The Board expects that the directors will serve on the boards of other companies only to the extent that such services do not detract from the Director’s ability to devote the necessary time and attention to the Company.
All the directors have complied with the Listing Requirements on the limit of 5 directorships in public listed companies.
During the fi nancial year, the Board met 4 times. The following are the details of the directors’ attendance:
Name of Directors Number of Board meetings attended 1. Dato’ Sri Md Kamal bin Bilal 4/42. Tan Sri Dato’ Sri Tang Yeam Soon 4/43. Dato’ Dr. Haji Kardin bin Haji Shukor 4/44. Puan Sri Datin Sri Khor Guik Lee 4/45. Kam Teh Chung 4/46. Chang Yen Huei 4/47. Yeoh Chong Keng 4/48. Lim Gin Chuan 4/4
Continuing Development
The Board recognizes the important of training as a continuous education process for the directors in order to ensure that the directors stay abreast of the latest development and changes in law and regulations, business environment and new challenges to enable them to fulfi ll their responsibilities and to discharge their duties effectively.
The directors are also encouraged to evaluate their own training needs on a continuous basis and to determine therelevant programmes, seminar, workshops or forum available that would best enable them to enhance their knowledgeand contributions to the Board.
During the fi nancial year under review, the directors of the Company have collectively or individually attended thefollowing seminars with relevant topics as follows:
a) Board oversight- Responsibilities for Merger & Acquisition
b) Ultimate Budget 2014 Tax Planning & Latest Tax Update
c) Property Development Financing, Joint Venture/Power of Attorney, Conveyancing, Strata Management 2013, Housing Developments Act 1966 (Enforcement & latest Amendments 2012) & Land Alienation.
d) ACCA Malaysia Annual Conference 2012
e) MFRS Financial Statements
In addition to this, all the executive directors and managers of the Group have attended one full day workshopin relation to the excellent leadership and motivation course during the fi nancial year under review.
PRINCIPLE 5 - UPHOLD INTEGRITY IN FINANCIAL REPORTING
The Board took due care and reasonable steps to ensure that the annual fi nancial statements and quarterly resultsannouncements of the Company and of the Group are drawn up in accordance with the requirements of the applicableapproved accounting standards in Malaysia and the provisions of the Companies Act, 1965. The Audit Committee (“AC”)assists the Board by reviewing and scrutinizing the information to be disclosed before recommending to the Board forapproval. The Directors’ Responsibility Statement explaining the responsibility of the Board for preparing the annual auditedfi nancial statements of the Company and of the Group for the fi nancial year ended 30 September 2013 is presented inthis Annual Report.
The Board has ensured quality fi nancial reporting to its shareholders, investors and regulatory authorities in order topresent a balanced, clear and comprehensive assessment of the Company’s and of the Group’s performance and prospects.As part of the Company’s continuing disclosure obligation under the Listing Requirements, the Board ensures that timely,accurate and up-to-date fi nancial information relating to the Company’s and the Group’s quarterly fi nancial results areannounced to Bursa Malaysia.
Statement Of Corporate Governance (cont’d)
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The Company establishes a formal and transparent relationship with the external auditors in seeking their professional advice and ensuring compliance with the applicable Financial Reporting Standards.
The external auditors are required to declare their independence annually to the AC as specifi ed by the By-laws issued by the Malaysian Institute of Accountants. The external auditors had made declaration in their annual audit plan presented to AC that they were independent in accordance with the terms of the relevant professional and regulatory requirements.
The AC has assessed and is satisfi ed with the competency and independence of the external auditors and hadrecommended the re-appointment of the external auditors to the Board and thereafter to be tabled for the shareholders’approval at the forthcoming AGM.
The role of the AC in relation to the external auditors is elaborated in the Audit Committee Report in this Annual Report.
PRINCIPLE 6 - RECOGNISE AND MANAGE RISKS
The Board acknowledges that risk management and internal control is an integral part of the overall management process. It is an ongoing process to identify, evaluate, monitor and manage and mitigate the risks that may affect the achievement of its business and corporate objective.
The details of the Risk Management and System of Internal Control of the Company are set out in the Statement on Risk Management and Internal Control of this Annual Report.
PRINCIPLE 7 - ENSURE TIMELY AND HIGH QUALITY DISCLOSURE
The Company upholds a culture of continuous disclosure and communication with shareholders and stakeholders through practical and legitimate channels, both in principle and in practice, to maximize transparency and consistent with goodCorporate Governance, except where commercial confi dentiality dictates.
The Board has put in place a Corporate Disclosure Policy to ensure the disclosure of material information pertaining to the Company’s performance and operations is in accordance with the disclosure requirements under Listing Requirements and other applicable laws.
The Company’s website at www.tstore.com.my also serves as a forum to enable the public and shareholders to access corporate information on the board of directors’ profi le, the latest promotions, performance and activities undertaken as well as achievements of the Group. Bursa Malaysia also provides for the Company to electronically publish all itsannouncements, including its quarterly results and annual reports via same link. These can be accessed online throughBursa Malaysia’s internet website at http://www.bursamalaysia.com.
PRINCIPLE 8 - STRENGTHEN RELATIONSHIP BETWEEN COMPANY AND SHAREHOLDERS
The Company has the annual general meeting and extraordinary general meeting as means of communication forshareholders and investors to seek clarifi cations on the operations, fi nancial performance and major developments ofthe Group.
During the shareholders’ meetings, the Chairman of the meeting shall remind all members present about their right to demand for a poll in accordance with the provisions of the Articles of Association of the Company on the voting for any resolutions. However, all resolutions put forth to the shareholder’s approval were carried out by a show of hands, unless a poll is demanded or specifi cally required.
The Chairman will also undertake to provide written answers to signifi cant questions that cannot be readily answered at the meetings. Shareholders’ suggestions received during the meetings are reviewed and considered for implementation,whenever possible. The management and the external auditors are also present at the meetings to provide theirprofessional and independent clarifi cation on issues and concerns raised by the shareholders. The outcomes of allresolutions proposed at the meetings are announced to Bursa Malaysia on the same day to enable the public to knowthe outcome.
The Board has identifi ed the Company Secretaries to whom concerns may be conveyed and who would bring the same to the attention of the Board.
COMPLIANCE STATEMENT
The Board is satisfi ed that the Company has, in all material aspects, complied with the Principles and recommendations of the Code during the fi nancial year under review.
Statement Of Corporate Governance (cont’d)
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Pursuant to Paragraph 15.26 (a) of the Main Market Listing Requirements of Bursa Malaysia, the Board is required to issue a statement explaining its responsibility for preparing the annual audited fi nancial statements.
The directors are required by the Companies Act, 1965 to prepare fi nancial statements for each fi nancial year which give a true and fair view of the state of affairs of the Company and of the Group as at the fi nancial year end and of the results and cash fl ows for that year.
In preparing the fi nancial statements of the Company and the Group for the fi nancial year ended 30 September 2013, the directors are required to use appropriate accounting policies, consistently applied and supported by reasonable andprudent judgments and estimates as well as all applicable approved accounting standards in Malaysia have beencomplied with and confi rm that the fi nancial statements have been prepared on a going concern basis.
The directors are responsible for ensuring that the Company and the Group keep accounting records which disclose with reasonable accuracy at any time the fi nancial positions of the Company and the Group which enable them to ensure that the fi nancial statements comply with the provisions of the Companies Act, 1965, where appropriate.
The directors are also responsible for taking such steps that are reasonably open to them to safeguard the assets of theGroup and to prevent and detect fraud and other irregularities.
Statement Of Directors’ Responsibilities
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The Group’s commitment to Corporate Social Responsibility (“CSR”) focuses on sustainability and good CorporateGovernance. The Group has put in efforts towards the well-being of its employees, community and environment and strives to balance its social responsibility to the society with its business objectives and perform greater accountability.
The Workplace
The Group remains committed to workplace diversity and this can be seen in our practices which do not discriminatestakeholders on account of race, age, gender and minorities. These practices are grounded in our belief that basichuman rights and good corporate governance will improve the quality of life of our stakeholders.
Training and Leadership Development
Employees have always been the Group’s greatest assets and we place great emphasis on developing our human capitalas it plays a critical role in our future growth and sustainability of the Group’s operations. We continue to implementour training and human development programme to align with the training needs for all levels of employees.
The Group continues to have orientation and Induction Training Programme for newly recruited employees. Motivationalprogrammes are also conducted for employees within the Group. Field trips are organized to cater for various levels ofemployees to acquire hands-on and on-the-job training.
Internships, Apprenticeships and Placements
The Group has continuously engaged with higher learning institutions or taking part in their activities such ascareer fairs, exhibitions and engaged in recruitment drive to attract graduates with good leadership caliber to fi llvarious job vacancies in line with its succession plans.
Practical training and internship are provided to facilitate the selection of suitable candidate to join the Group uponcompletions of their degree programme.
Health and Safety at work
The Group is committed to ensure that all employees work in a safe and healthy environment. The Occupational,Safety and Health Policy (“OSH”) is communicated to all employees and is made available to any interested parties.The OSH’s committee at HQ is always ensuring that OSH standards are applied across all operating outlets andconsistency is guided. Annual audits are also undertaken to check on the compliance and adherence to the OSHpolicy that have been established through the years.
The Marketplace
The Group recognizes that our business conduct will have a signifi cant infl uence on the development and enhancementof the marketplace. We are committed to operate in a responsible manner based on sound business ethics in ourretail business, safeguarding the well-being of our customers and taking accountability of our action by upholdingeffective Corporate Governance practices without compromising long term value creation.
Long Standing Leadership with Customers
In order to maintain the positive relationship with our long term customers at all levels, we are constantly workingtowards providing reliable products of a consistently high quality, complying with Shariah requirements for halal productsand achieving customers satisfaction in the process. We also engaged and interact with our customers and consumersvia our website or facebook.
Working with Suppliers and Other Services Providers
Our suppliers and other services providers play a critical role in our business aspirations. They also contribute towardsachieving or sustainability and environmental goal. We expect them to behave responsibly and where possible, to usesustainable procurement process to enhance the social, environmental and economic well-being of our communities.
Investors and Stakeholders Engagement
As guided by our Corporate Disclosed Policy, the investors can always keep up to date information on the Group’sdevelopments in a transparent, accurate, clear and timely manner at the corporate website. All the announcements,
press release, annual reports as well as other Group’s information are also available at this website.
Corporate Social Responsibility
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The Environment
The Group places signifi cant important towards preserving the environment and conserving resources wisely.The Group adopts environmental friendly practices in its daily operations, such as reduces the carbon footprint,recycle of paper or cartons, encourage electronic communication and electronic data storage, reduce energyconsumption and water wastage.
The Community
The Group continues to play its role as a caring corporate citizen by contributing to non-profi t organisations mainlyto the under privileged and physically disadvantaged. These organisations include:
1. Penang Cheshire Home 2. Rumah Kebajikan Kanak-kanak Cacat Negeri Perak (RKKKC) 3. Pusat Penjagaan Kanak-kanak Terencat Akal Kuala Terengganu 4. Persatuan Penjagaan Kanak-kanak Cacat Klang 5. Pusat Kebajikan Orang-orang Kurang Upaya Negeri Johor 6. Sabah Cheshire Home 7. Seri Mengasih Centre
ADDITIONAL COMPLIANCE INFORMATION:-
1. UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSALS
There were no proceeds raised from any corporate proposal for the fi nancial year under review.
2. SHARE BUYBACK
There were no shares buy-back transactions or resale of treasury shares undertaken by the Company during the fi nancial year under review.
3. NON-AUDIT FEES
There were no non-audit fees paid and payable to the external auditors or its affi liates by the Company and its subsidiaries during the fi nancial year, other than the tax services fee paid to a company in which certain partners of the audit fi rm are directors and shareholders, totalling RM68,700.
4. VARIATION IN RESULTS
There was no material variance between the fi nancial results for the fi nancial year ended 30 September 2013 and the unaudited results previously announced by the Company.
5. MATERIAL CONTRACTS
During the year under review, there were no material contracts entered into by the Company and its subsidiaries which involved Directors’ or major shareholders’ interests.
6. RECURRENT RELATED PARTY TRANSACTIONS In compliance with the requirements of Paragraph 10.09 of the Main Market Listing Requirements of Bursa Malaysia, at the forthcoming Annual General Meeting, the Company intends to seek a renewal of the shareholders’ mandate for the Company and its wholly-owned subsidiaries, Pacifi c Hypermarket & Departmental Store Sdn Bhd and Pacifi c Bowling Sdn Bhd to enter into Recurrent Related Party Transactions of a revenue nature with specifi ed classes of Related Parties as specifi ed in Section 3.2 of the Circular to shareholders dated 6 March 2014 which are necessary for the day to day operations and/or in the ordinary course of business of the Company and its subsidiaries.
Corporate Social Responsibility (cont’d)
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The Board is pleased to present the report of the Audit Committee for the fi nancial year ended 30 September 2013.
The Audit Committee had conducted 4 meetings for the fi nancial year ended 30 September 2013. These meetings were fully attended by all the members of the Audit Committee.
A. TERMS OF REFERENCE
The terms of reference of Audit Committee incorporating the requirements of the Main Market Listing Requirements of Bursa Malaysia have been reviewed by the Audit Committee on 29 January 2013 and the Board of Directors approved it on the same day.
The term of offi ce of the Audit Committee and the terms of reference shall be reviewed by the Board not less than once in every three years.
i) Membership a) The Audit Committee shall be appointed by the Board from among its members and shall consist of not less than three members, all of whom must be non-executive directors with a majority of them being Independent Directors.
b) The composition of the Audit Committee shall fulfi ll the requirements as prescribed or approved by Bursa Malaysia.
c) The members of the Committee shall select a chairman from among their number and be appointed by the Board from the Independent Non-Executive Directors.
ii) Authority
The Audit Committee shall have the following duties and responsibilities:
a) to investigate any activity within its terms of reference.
b) to seek any information it requires from any employee to co-operate upon request made by the Committee.
c) to obtain external legal or other independent professional advice where necessary.
d) to have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity, if any.
e) to communicate with Bursa Malaysia on any matter reported by the Audit Committee to the Board of Directors of the Company which has not been satisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia.
iii) Functions
The functions of the Committee shall be:
a) To review and report to the Board : - with the external auditors, the audit plan;
- with the external auditors, the evaluation of the system of internal accounting controls; - with the external auditors, the audit report; - the assistance given by the Company’s offi cers to the external auditors; - the quarterly results and year end fi nancial statements of the Company and of the Group and thereafter submitting them to the Board of Directors of the Company, particularly on * any change in or implementation of major accounting policies and practices; * signifi cant and/or unusual events; * the going concern assumption; and * compliance with accounting standards and other legal requirements ; - any related party transactions and confl ict of interest situation that may arise within the Company or the Group including any transaction, procedure or course of conduct that raises questions of management integrity.
b) To carry out the following for internal audit: - review the adequacy of the scope, functions, competency and resources of the internal audit function, and that it has the necessary authority to carry out its work; - review the internal audit programme, processes and results of the internal audit process, programme or investigation undertaken and where necessary, ensuring that appropriate action is taken on the recommendations of the internal audit function.
Audit Committee Report
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c) To consider the appointment, remuneration, resignation and dismissal of external auditors; and such other functions as may be defi ned by the Board of Directors.
d) To review the internal audit plan, consider signifi cant fi ndings and management’s response and report to the Board together with such other functions as may be agreed to by the Committee and the Board.
e) Verify the criteria for allocation of options pursuant to a share scheme for employee.
iv) Meetings
a) The Managing Director, the Executive Directors, any other Board Members, General Managers or any other senior executives as may be requested by the Committee and a representative of the external auditors shall normally attend meetings. However, the Committee shall meet with the external auditors at least once a year without the presence of the management.
b) Any two members of the Committee present at the meeting shall constitute a quorum, all of which must be made up of the Independent Directors.
c) The Company Secretary shall be the Secretary of the Committee.
d) Meetings shall be held not less than two times a year.
Circular Resolutions signed by all the members shall be valid and effective as if it had been passed at a meeting of the Audit Committee.
e) The minutes of proceedings of the Audit Committee shall be kept by the Company Secretary at the Registered Offi ce of the Company, and shall be opened for inspection by any member of the Committee or any member of the Board of Directors.
B. ACTIVITIES DURING THE FINANCIAL YEAR END
During the fi nancial year under review, the main activities undertaken by the Committee are as below:
a) Reviewed the audited fi nancial statements of the Company and the external auditors’ fi ndings and recommendation prior to submission to the Board for their consideration and approval.
b) Reviewed the quarterly unaudited fi nancial results and announcements of the respective quarters of the Company prior to submission to the Board for their consideration and approval.
c) Reviewed the related party transactions entered into by the Company and by the Group and the disclosure of such transactions in the annual report and circulars of the Company.
d) Reviewed and discussed with external auditors, their audit plan, audit approach and reporting requirement prior to the commencement of audit for the fi nancial year under review.
e) Assessed the competency and independent of the external auditors and recommended to the Board’s for shareholders’ approval at the AGM.
f) Reviewed the Statement of Audit Committee report, Statement on Risk Management and Internal Control and Statement of Corporate Governance, Directors’ Responsibilities Statement before submitting for the Board’s approval and inclusion in the Company’s annual report.
C. INTERNAL AUDIT FUNCTION
The Company has an internal audit department whose principal responsibility is to conduct periodic audits on internal control matters of each branch to ensure their compliance with systems and standard operating procedures. The main objective of these audits is to provide a reasonable assurance that they are operating satisfactorily and effectively. Investigation has also been conducted with regard to various specifi c areas of concern and high risk areas. The internal audit also undertakes to conduct special audits from time to time as requested by the senior manager.
The total cost incurred for the internal audit function of the Company for the fi nancial year was RM305,449.23 (2012: RM419,637).
This statement is made in accordance with a resolution of the Board of Directors passed on 24 January 2014.
Audit Committee Report (cont’d)
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The Board is pleased to provide the following Statement on Risk Management And Internal Control (“Statement”) pursuant to Paragraph 15.26(b) of the Bursa Malaysia’s Listing Requirements and as guided by the Statement on RiskManagement & Internal Control: Guidance for Directors of Listed Issuers (“Internal Control Guidance”) issued by theTask Force on Internal Control in December 2012 with the support and endorsement of the Bursa Malaysia.
The Board is committed to fulfi lling its responsibility on the Group’s compliance with the Principles and Best Practices provisions in relation to risk management as stipulated in the Malaysian Code on Corporate Governance 2012.
The Board’s Responsibility
The Board acknowledges the importance in maintaining sound internal controls and effective risk management practices to ensure good corporate governance and affi rms its overall responsibility for the Group’s system of internal control which includes the establishment of an appropriate control environment and framework as well as reviewing its adequacy and integrity.
In recognition of that responsibility, the Board sets policies and seeks regular assurance that the system of internal control is operating effectively. While acknowledging their responsibility for the system of internal control, the Board is aware that a sound system of internal control and risk management can only help to manage but not totally eliminate the risk that may impede the achievement of the Group’s business objectives. Accordingly, such a system can only provide reasonable rather than absolute assurance against material misstatement, loss, fraud or any breach of laws or regulations.
Risk Management Framework
The Board and Management recognise that effective risk management is an integral part of corporate governance and continuously strive for excellence to ensure effective and systematic protection of its personnel, assets and stakeholders.The Group has in place an ongoing process for identifying, evaluating and managing the principal risks that affect theattainment of the Group’s business objectives and goals for the fi nancial year under review and up to the date of approval of this Statement for inclusion in this Annual Report.
The Board is aware that a sound system of internal control should be embedded in the operations of the Group and form part of its culture. This system should be capable of responding quickly to evolving risks to the business arising fromfactors within the Group and changes in the business environment. It should include procedures for reporting immediately to appropriate levels of management any signifi cant control failings or weaknesses that are identifi ed together with details of corrective action being taken.
These ongoing processes are co-ordinated by the Internal Audit department in conjunction with all the business heads within the Group.
Principal Elements of the Group’s Risk Management and Internal Control System
The principal elements of the risk management and internal control functions are inculcated within various procedures. During the fi nancial year under review, the principal elements which formed part of the Group’s Risk Management and Internal Control System can be summarized as follows:
• Operating structure with clearly defi ned lines of responsibility and delegated authority The Group has a properly defi ned organizational structure with clear lines of accountability, with strict authorisation, approval and control procedures which provide a sound framework of authority and accountability within the Group.
• Clearly defi ned authority level The Group practices clearly defi ned fi nancial limits of authority on all fi nancial commitments for each level of management within the Group. Such limits are subject to periodic reviews as to their implementation and continuing suitability.
• Written operational policies and procedures Documented Internal Operating Policies and Procedures set out in the Group’s Standard Operating Procedures (SOP), which are periodically reviewed, to provide guidelines in compliance to the Group’s objectives.
• Performance management framework - Comprehensive budgeting and costing process for all operating units with monthly monitoring of performances so that any material variances can be followed up and addressed by the Management.
- Regular top/senior management meetings were conducted to share information, monitor the progress of various business units, and to deliberate and decide upon operational matters.
- Regular management visits of its operating business units to ensure all business activities and operational issues and matters are brought to the prompt attention of the Management for further action to be taken and to gauge the effectiveness of strategies implemented.
Statement On Risk Management AndInternal Control
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• Advance IT management technologies Enhanced computerised retail management and operating system for timely monitoring and control of the Group’s business operations.
• Corporate values Corporate values, which emphasise ethical behaviour, are clearly set up in the Group’s Code of Business Conduct and Ethics.
Internal Audit Function
The Group’s internal audit function is carried out by an Internal Audit Department which provides the Board with much of the assurance it requires regarding the adequacy and effectiveness of the Group’s risk management, system of controls, procedures and operations. The Group’s Internal Audit Department undertakes the role as the risk facilitator in identifyingsignifi cant risks impacting the achievement of business objectives of the Group. Besides, it also undertakes reviews of internal controls in all key activities of the Group in assuring its adequacy and integrity. The internal auditors advise the Management on areas for improvement and subsequently review the extent to which the Management’s responsesand the remedial actions on all fi ndings and recommendations in its review process to ensure they are appropriately implemented. During the fi nancial year under review, the internal auditors conducted various audit assignments whichincludes the review of operational and compliance controls, management effi ciency, risk assessment and reliabilityof fi nancial records.
Review Of The Statement By External Auditors
As required by Paragraph 15.23 of the Listing Requirements, the external auditors have reviewed this Statement pursuantto the scope set out in Recommended Practice Guide 5 (“RPG 5”) issued by the Malaysian Institute of Accounts forinclusion in this Annual Report. Based on their review, the external auditors have reported to the Board that nothing hascome to their attention that causes them to believe that this Statement is inconsistent with their understanding of theprocess the Board has adopted in the review of the adequacy and integrity of risk management and internal control systemof the Group.
Conclusion
During the fi nancial year under review, the Board is satisfi ed with the adequacy and effectiveness of the Group’s RiskManagement and Internal Control System.
The Managing Director and Finance Director have assured that the Group’s Risk Management And Internal ControlSystem is operating adequately and effectively, in all material aspect, based on the Risk Management And InternalControl System of the Group. There was no material or signifi cant losses arising from defi ciencies in internal controlthat would require separate disclosure in this Annual Report.
The Board remains committed towards operating a sound system of internal control and therefore recognize that thesystem must continuously evolve to support the type of business and size of operations of the Group.
This statement was made in accordance with a resolution of the Board of Directors passed on 24 January 2014.
Statement On Risk Management AndInternal Control (cont’d)
Reports and FinancialStatements
30 SEPTEMBER 2013
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The directors have pleasure in submitting their report and the audited fi nancial statements of the Group and of theCompany for the fi nancial year ended 30 September 2013.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of management services.
The principal activities of the subsidiaries are indicated in Note 6 to the fi nancial statements.
There have been no signifi cant changes in the nature of these activities during the fi nancial year.
RESULTS
In the opinion of the directors, the results of the operations of the Group and of the Company for the fi nancial yearended 30 September 2013 have not been substantially affected by any item, transaction or event of a material andunusual nature nor has any such item, transaction or event occurred in the interval between the end of that fi nancialyear and the date of this report, other than those disclosed in the fi nancial statement.
RESERVES AND PROVISIONS
All material transfers to or from reserves or provisions during the fi nancial year are disclosed in the notes to thefi nancial statements.
DIVIDENDS
Since the end of the previous fi nancial year, the Company has paid a fi rst and fi nal dividend of 5 sen per share less 25% tax amounting to RM2,568,885 for the fi nancial year ended 30 September 2012, as proposed in the directors’ report ofthat fi nancial year.
At the forthcoming Annual General Meeting, a fi rst and fi nal single tier dividend of 3.75 sen per share amountingto RM2,568,885 for the fi nancial year ended 30 September 2013 will be proposed for the shareholders’ approval. Thefi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved bythe shareholders will be accounted for in equity as an appropriation of retained profi ts in the fi nancial yearending 30 September 2014.
SHARE CAPITAL AND DEBENTURE
During the fi nancial year, the Company did not issue any share or debenture and did not grant any option toanyone to take up unissued shares of the Company.
GROUPRM’000
COMPANYRM’000
Profi t after taxation for the year 20,774 26,269
Attributable to :
Owners of the parent 20,780 26,269
Non-controlling interests (6) -
20,774 26,269
Directors’ ReportFor The Financial Year Ended 30 September 2013
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DIRECTORS
The directors who served since the date of the last report are as follows :
Dato’ Sri Md. Kamal bin Bilal
Tan Sri Dato’ Sri Tang Yeam Soon
Kam Teh Chung
Chang Yen Huei
Puan Sri Datin Sri Khor Guik Lee
Dato’ Dr. Hj. Kardin bin Hj. Shukor
Yeoh Chong Keng
Lim Gin Chuan
DIRECTORS’ INTERESTS IN SHARES
According to the Register of Directors’ Shareholdings, the interests of directors in offi ce at the end of the fi nancial year in shares of the Company and its related corporations during the fi nancial year are as follows:
--------- Number of ordinary shares of RM1 each --------- Balance Balance at at 1-10-2012 Bought Sold 30-9-2013The Company Direct Interest :
Tan Sri Dato’ Sri Tang Yeam Soon 3,028,300 - - 3,028,300Dato’ Dr. Hj. Kardin bin Hj. Shukor 11,000 - - 11,000Puan Sri Datin Sri Khor Guik Lee 1,366,200 - - 1,366,200Kam Teh Chung 352,955 - - 352,955Chang Yen Huei 1,100 - - 1,100
Deemed Interest :
Tan Sri Dato’ Sri Tang Yeam Soon 16,269,030 - - 16,269,030Puan Sri Datin Sri Khor Guik Lee 17,931,1 30 - - 17,931,1 30Chang Yen Huei 2,640,000 - - 2,640,000
By virtue of their shareholding in the Company, both Tan Sri Dato’ Sri Tang Yeam Soon and Puan Sri Datin Sri Khor Guik Lee are also deemed interested in the shares of all the subsidiaries of the Company, to the extent that the Company has interests.
Save as disclosed above, none of the other directors holding offi ce at 30 September 2013 had any interests and options in the Company and its related corporations during the fi nancial year.
DIRECTORS’ BENEFITS
Since the end of the previous fi nancial year, no director of the Company has received or become entitled to receive any benefi t (other than a benefi t included in the aggregate amount of emoluments received or due and receivable by thedirectors shown in the fi nancial statements) by reason of a contract made by the Company or a related corporation with a director or with a fi rm of which the director is a member, or with a company in which the director has a substantial fi nancial interest, other than those related party transactions disclosed in the notes to the fi nancial statements.
During and at the end of the fi nancial year, no arrangements subsisted to which the Company is a party, with the objects of enabling directors of the Company to acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body corporate.
Directors’ ReportFor The Financial Year Ended 30 September 2013
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OTHER STATUTORY INFORMATION
Before the fi nancial statements of the Group and of the Company were made out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfi ed themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts, and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected to realise.
At the date of this report, the directors are not aware of any circumstances:
(i) that would render the amount written off for bad debts, or the amount of the allowance for doubtful debts in the Group and in the Company inadequate to any substantial extent, and
(ii) that would render the value attributed to the current assets in the fi nancial statements of the Group and of the Company misleading, and
(iii) that would render any amount stated in the fi nancial statements of the Group and of the Company misleading, and
(iv) which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
At the date of this report, there does not exist :
(i) any charge on the assets of the Group and of the Company that has arisen since the end of the fi nancial year which secures the liabilities of any other persons, and
(ii) any contingent liability in respect of the Group and of the Company that has arisen since the end of the fi nancial year.
No contingent liability or other liability of the Group and of the Company has become enforceable, or is likely to become enforceable, within the period of twelve months after the end of the fi nancial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due.
SUBSEQUENT EVENT
Details of subsequent event are disclosed in Note 36 to the fi nancial statements.
AUDITORS
The auditors, Grant Thornton, have expressed their willingness to continue in offi ce.
Signed in accordance with a resolution of the directors :
........................................................................... ..........................................….................Tan Sri Dato’ Sri Tang Yeam Soon Chang Yen Huei
Petaling Jaya,
Date : 24 January 2014
Directors’ ReportFor The Financial Year Ended 30 September 2013
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In the opinion of the directors, the fi nancial statements set out on pages 61 to 112 are properly drawn up in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 30 September 2013 and of their fi nancial performance and cash fl ows for the fi nancial year then ended.
In the opinion of the Directors, the supplementary information set out in Note 38 on page 113 has been compiled in accordancewith the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context ofDisclosures Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, issued by the Malaysian Institute ofAccountants, and presented based on the format prescribed by Bursa Malaysia Securities Berhad.
Signed in accordance with a resolution of the directors:
........................................................................... ..........................................….................Tan Sri Dato’ Sri Tang Yeam Soon Chang Yen Huei
Date : 24 January 2014
Statutory Declaration
I, Chang Yen Huei, the director primarily responsible for the fi nancial management of The Store Corporation Berhad do solemnly and sincerely declare that the fi nancial statements set out on pages 61 to 112 are to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of theprovisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by )the abovenamed at Petaling Jaya, this 24th )day of January 2014. )
..........................................…................. Chang Yen Huei
Before me,
..........................................….................N.Madhavan Nair (No. B 064)Commissioner for OathsPetaling Jaya
Directors’ Statement
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Report on the Financial Statements
We have audited the fi nancial statements of The Store Corporation Berhad, which comprise the statements of fi nancial position as at 30 September 2013 of the Group and of the Company, and their statements of comprehensive income,statements of changes in equity and statements of cash fl ows for the fi nancial year then ended, and a summary of signifi cantaccounting policies and other explanatory notes, as set out on pages 61 to 112.
Directors’ Responsibility for the Financial Statements
The directors of the Company are responsible for the preparation of these fi nancial statements that give a true and fair view in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia. The directors are also responsible for such internal control as thedirectors determine is necessary to enable the preparation of fi nancial statements that are free from material misstatement,whether due to fraud or error.
Auditors’ Responsibility
Our responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit inaccordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethicalrequirements and plan and perform the audit to obtain reasonable assurance about whether the fi nancial statements arefree from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancialstatements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal controlrelevant to the entity’s preparation of the fi nancial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectivenessof the entity’s internal control. An audit also includes evaluating the appropriateness of accounting policies used and thereasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of thefi nancial statements.
We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.
Opinion
In our opinion, the fi nancial statements give a true and fair view of the fi nancial position of the Group and of the Company as at 30 September 2013 and of their fi nancial performance and cash fl ows for the fi nancial year then ended in accordance with Malaysian Financial Reporting Standards, International Financial Reporting Standards and the requirements of the Companies Act, 1965 in Malaysia.
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 the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act,
(b) We have considered the accounts and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 6 to the fi nancial statements,
(c) We are satisfi ed that the accounts of the subsidiaries that have been consolidated with the Company’s fi nancial statements are in form and content appropriate and proper for the purposes of the preparation of the fi nancial statements of the Group and we have received satisfactory information and explanations required by us for those purposes, and
(d) The auditors’ reports on the accounts of the subsidiaries did not contain any qualifi cation or any adverse comment made under Section 174(3) of the Act.
Independent Auditors’ Report To The Members
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Other Reporting Responsibilities
The supplementary information set out in Note 38, on page 113 is to meet the requirement of Bursa Malaysia Securities Berhad and is not part of the fi nancial statements. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.
Other Matters
1. As stated in Note 2.4 to the fi nancial statements, The Store Corporation Berhad adopted Malaysian Financial Reporting Standards on 1 October 2012 with a transition date of 1 October 2011. These standards were applied retrospectively by directors to the comparative information in these fi nancial statements, including the statements of fi nancial position as at 30 September 2012 and 1 October 2011, and the statement of comprehensive income, statement of changes in equity and statement of cash fl ows for the fi nancial year ended 30 September 2012 and related disclosures. We were not engaged to report on the restated comparative information, and it is unaudited. Our responsibilities as part of our audit of the fi nancial statements of the Group and of the Company for the fi nancial year ended 30 September 2013 have, in these circumstances, included obtaining suffi cient appropriate audit evidence that the opening balances as at 1 October 2012 do not contain misstatements that materially affect the fi nancial position as at 30 September 2013 and fi nancial performance and cash fl ows for the fi nancial year then ended.
2. This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.
Grant Thornton John Lau Tiang Hua, DJNNo. AF : 0042 No. 1107/03/14 (J) Chartered Accountants Chartered Accountant Date : 24 January 2014
Penang
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|---------- GROUP ----------| |-------- COMPANY --------|
30.9.2013 30.9.2012 1.10.2011 30.9.2013 30.9.2012 1.10.2011
NOTE RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
ASSETS
Non-current assets
Property, plant and equipment 4 479,402 515,492 523,682 32,654 33,932 34,789
Investment properties 5 67,980 125,125 70,196 - - -
Investment in subsidiaries 6 - - - 362,089 362,089 368, 181
Other investments 7 20 17 2,345 - - -
Intangible assets 8 8,319 8,319 8,319 - - -
Deferred tax assets 9 1,049 1,072 858 - - -
556,770 650,025 605,400 394,743 396,021 402,970
Current assets
Inventories 241,701 261,223 268,852 - - -
Trade and other receivables 10 59,029 54,358 50,538 11 10 50
Amount due from subsidiaries 11 - - - 192,929 255,462 230,806
Tax recoverable 9,626 9,927 9,070 11,052 10,340 8,273
Deposits with licensed banks 12 163,791 125,574 75,773 10,500 - -
Cash and bank balances 13 24,201 29,097 26,304 1,242 1,122 918
Non-current assets held for sale 14498,348
69,676 480,179
-
430,537
-
215,734-
266,934
-
240,047
-
568,024 480,179 430,537 215,734 266,934 240,047
TOTAL ASSETS 1,124,794
1,130,204 1,035,937 610,477 662,955 643,017
EQUITY AND LIABILITIES
Share capital 15 68,504 68,504 68,504 68,504 68,504 68,504
Share premium 1,018 1,018 1,018 1,018 1,018 1,018
Fair value adjustment reserve 12 9 6 - - -
Foreign translation reserve 16 (43) 272 - - - -
Retained profi ts 17 378,502 360,291 349,324 195,456 171,756 152,978
Equity attributable to owners of the parent 447,993
430,094
418,852 264,978
241,278
222,500
Non-controlling interests 94 100 106 - - -
Total Equity 448,087 430,194 418,958 264,978 241,278 222,500
The notes set out on pages 68 to 112 form an integral part of these fi nancial statements
Statements Of Financial Positionas at 30 September 2013
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|---------- GROUP ----------| |-------- COMPANY ---------|
30.9.2013 30.9.2012 1.10.2011 30.9.2013 30.9.2012 1.10.2011
NOTE RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Non-current liabilities
Deferred revenue 18 2,186 2,320 1,612 - - -
Borrowings 19 192,534 224,599 132,387 137,736 165,677 126,419
Deferred tax liabilities 20 31,755 32,972 32,579 178 199 161
226,475 259,891 166,578 137,914 165,876 126,580
Current liabilities
Trade and other payables 21 414,164 403,439 387,812 1,056 1,217 1,468
Amount due to subsidiaries 11 - - - 178,588 226,643 239,771
Deferred revenue 18 2,010 1,966 1,820 - - -
Borrowings 19 32,037 32,145 58,826 27,941 27,941 52,698
Provision for taxation 2,021 2,569 1,943 - - -
450,232 440, 1 19 450,401 207,585 255,801 293,937
Total Liabilities 676,707 700,010 616,979 345,499 421,677 420,517
TOTAL EQUITY AND LIABILITIES 1,124,794 1,130,204 1,035,937 610,477 662,955 643,017
The notes set out on pages 68 to 112 form an integral part of these fi nancial statements
Statements Of Financial Positionas at 30 September 2013
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GROUP COMPANY 2013 2012 2013 2012 NOTE RM’000 RM’000 RM’000 RM’000 Revenue 22 1,889,137 1,861,594 42,821 42,775 Cost of sales 23 (1,525,703) (1,500,746) - - Gross profi t 363,434 360,848 42,821 42,775 Other income 42,985 38,425 7,464 12,537 Marketing and selling expenses (221,838) (224,187) - - Administrative and general expenses (137,177) (134,841 ) (5,485) (13,973) Profi t from operations 47,404 40,245 44,800 41,339 Finance costs (12,386) (13,447) (9,264) (12,535) Profi t before taxation 24 35,018 26,798 35,536 28,804 Taxation 25 (14,244) (13,782) (9,267) (7,971) Profi t for the year 20,774 13,016 26,269 20,833
Other comprehensive (loss)/income, net of taxItems that will be reclassifi ed subsequently reclassifi ed to profi t or loss Fair value adjustment on available-for- sale fi nancial assets 3 3 - - Foreign currency translation differences on foreign operations (315) 272 - -
Other comprehensive (loss)/income for the year (312) 275 - - Total comprehensive income for the year 20,462 13,291 26,269 20,833
Profi t attributable to : Owners of the parent 20,780 13,022 26,269 20,833 Non-controlling interests (6) (6) - -
20,774 13,01 6 26,269 20,833
Total comprehensive income attributable to : Owners of the parent 20,468 13,297 26,269 20,833 Non-controlling interests (6) (6) - - 20,462 13,291 26,269 20,833
Basic/Diluted earnings per share attributable to owners of the parent (sen) : 26 30.33 19.01
The notes set out on pages 68 to 112 form an integral part of these fi nancial statements.
Statements Of Comprehensive IncomeFor The Financial Year Ended 30 September 2013
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|---------------------Attributable to Owners of the Parent---------------------|
|-----------Non-distributable-----------| Distributable
NOTE
ShareCapitalRM’000
SharePremiumRM’000
Fair ValueAdjustment
ReserveRM’000
ForeignTranslation
ReserveRM’000
RetainedProfi ts
RM’000Total
RM’000
Non-Controlling
InterestsRM’000
TotalEquity
RM’000
2013
Balance at beginning 68,504 1,018 9 272 360,291 430,094 100 430,194
Fair value of available- for-sale fi nancial assets - - 3 - - 3 - 3
Foreign exchange differences on translation - - - (315) - (315) - (315)
Total other comprehensive loss for the year - - 3 (315) - (312) - (312)
Profi t for the year - - - - 20,780 20,780 (6) 20,774
Total comprehensive income for the year - - 3 (315) 20,780 20,468 (6) 20,462
Transaction with owners :Dividend 27 - - - - (2,569) (2,569) - (2,569)
Balance at end
68,504 1,018 12 (43) 378,502 447,993 94 448,087
2012
Balance at beginning 68,504 1,018 6 - 349,324 418,852 106 418,958
Fair value of available- for-sale fi nancial assets - - 3 - - 3 - 3
Foreign exchange differences on translation - - - 272 - 272 - 272
Total other comprehensive income for the year - - 3 272 - 275 - 275
Profi t for the year - - - - 13,022 13,022 (6) 13,016
Total comprehensive income for the year - - 3 272 13,022 13,297
(6)13,291
Transaction with owners :Dividend 27 - - - - (2,055) (2,055) - (2,055)
Balance at end 68,504 1,018 9
272
360,291 430,094
100
430,194
The notes set out on pages 68 to 112 form an integral part of these fi nancial statements.
Consolidated Statement Of Changes In EquityFor The Financial Year Ended 30 September 2013
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0-PStatement Of Changes In Equity
For The Financial Year Ended 30 September 2013
Non-Distributable Distributable
ShareCapital
SharePremium
RetainedProfi ts
TotalEquity
NOTE RM’000 RM’000 RM’000 RM’000
2013
Balance at beginning 68,504 1,018 171,756 241,278
Net profi t, representing total comprehensive income for the year - - 26,269 26,269
Transaction with owners :Dividend 27 - - (2,569) (2,569)
Balance at end 68,504 1,018 195,456 264,978
2012
Balance at beginning 68,504 1,018 152,978 222,500
Net profi t, representing total comprehensive income for the year - - 20,833 20,833
Transaction with owners :Dividend 27 - - (2,055) (2,055)
Balance at end 68,504 1,018 171,756 241,278
The notes set out on pages 68 to 112 form an integral part of these fi nancial statements.
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GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profi t before taxation 35,018 26,798 35,536 28,804
Adjustments for :
Bad debts 5 3 - -
Debts waived by subsidiaries - - - (6,846)
Depreciation 38,281 38,1 1 5 1,286 945
Dividend income - - (40,000) (40,000)
Gain on disposal of an other investment - (107) - -
Gain on disposal of investment properties (13) - - -
Gain on disposal of property, plant and equipment (2,020) (75) - -
Impairment loss on investment in subsidiaries - - - 6,622
Impairment loss on receivables 34 142 - -
Interest expense 12,386 13,447 9,264 12,535
Interest income (3,273) (1,196) (7,464) (5,692)
Property, plant and equipment written off 187 672 - -
Operating profi t/(loss) before working capital changes 80,605 77,799 (1,378) (3,632)
Changes in inventories 19,522 7,629 - -
Changes in receivables (5,247) (3,965) (1) 40
Changes in payables 10,876 15,627 (161) (251)
Changes in deferred revenue (90) 854 - -
Cash from/(used in) operating activities 105,666 97,944 (1,540) (3,843)
Interest received 3,273 1 ,313 7,464 5,692
Interest paid (12,386) (13,447) (9,264) (12,535)
Income tax paid (17,657) (15,563) - -
Income tax refund 1,972 1,729 - -
Net cash from/(used in) operating activities 80,868 71,976 (3,340) (10,686)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries - - - (530)
Repayment from / (Advance to) subsidiaries - - 62,533 (33,687)
Dividends received from subsidiaries - - 30,000 30,000
Purchase of investment property - (55,576) - -
Purchase of property, plant and equipment (17,853) (30,119) (8) (88)
Proceeds from disposal of an other investment - 2,438 - -
Proceeds from disposal of investment properties 941 - - -
Proceeds from disposal of property, plant and equipment
4,110 219 - -
Net cash (used in)/from investing activities (12,802) (83,038) 92,525 (4,305)
Balance carried forward 68,066 (11,062) 89,185 (14,991)
The notes set out on pages 68 to 112 form an integral part of these fi nancial statements.
Statements Of Cash FlowsFor The Financial Year Ended 30 September 2013
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GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Balance brought forward 68,066 (11,062) 89,185 (14,991)
CASH FLOWS FROM FINANCING ACTIVITIES
(Repayment to)/Advances from subsidiaries - - (48,055) 2,749
Dividend paid (2,569) (2,055) (2,569) (2,055)
Repayment of bankers acceptance - (5,866) - -
Proceeds from term loans - 247, 127 - 190,000
Repayment of bank term loans (32,173) (175,730) (27,941) (175,499)
Net cash (used in)/from fi nancing activities (32,742) 63,476 (78,565) 15,195
NET INCREASE IN CASH AND CASH EQUIVALENTS 33,324 52,414 10,620 204
Effects of changes in exchange rates on cash and cash equivalents (3) 297 - -
CASH AND CASH EQUIVALENTS AT BEGINNING 153,260 100,549 1,122 918
CASH AND CASH EQUIVALENTS AT END 186,581 153,260 11,742 1,1 22
Represented by :
Deposits with licensed banks 162,380 124,163 10,500 -
Cash and bank balances 24,201 29,097 1,242 1,1 22
186,581 153,260 11,742 1,1 22
The notes set out on pages 68 to 112 form an integral part of these fi nancial statements.
Statements Of Cash FlowsFor The Financial Year Ended 30 September 2013
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1. CORPORATE INFORMATION
General
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main Market of Bursa Malaysia Securities Berhad.
The registered offi ce of the Company is located at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur.
The principal place of business of the Company is located at Lot 328, Jalan 51A/223, Sek. 51A, 46100 Petaling Jaya, Selangor Darul Ehsan.
The fi nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 24 January 2014.
Principal Activities
The principal activities of the Company are investment holding and the provision of management services.
The principal activities of the subsidiaries are indicated in Note 6 to the fi nancial statements.
There have been no signifi cant changes in the nature of these activities during the fi nancial year.
2. BASIS OF PREPARATION
2.1 Statement of Compliance
The fi nancial statements of the Group and of the Company have been prepared in accordance with applicable Malaysian Financial Reporting Standards (“MFRSs”), International Financial Reporting Standards (“IFRSs”) and the Companies Act, 1965 in Malaysia. 2.2 Basis of Measurement
The fi nancial statements of the Group and of the Company are prepared under the historical cost convention unless otherwise indicated in the summary of accounting policies under Note 3.
2.3 Functional and Presentation Currency
The fi nancial statements are presented in Ringgit Malaysia (“RM”) which is also the Company’s functional currency. Unless otherwise indicated, the amounts in these fi nancial statements have been rounded to the nearest thousand.
2.4 First-time Adoption of MFRSs
In the previous fi nancial years, the fi nancial statements of the Group and of the Company were prepared in accordance with Financial Reporting Standards (“FRSs”). These are the Group’s and the Company’s fi rst fi nancial statements prepared in accordance with MFRSs and MFRS 1 - First-time Adoption of Malaysian Financial Reporting Standards has been applied.
The following accounting policies have been applied in preparing the fi nancial statements of the Group and of the Company for the fi nancial year ended 30 September 2013, the comparative information presented in these fi nancial statements for the fi nancial year ended 30 September 2012 and in the preparation of the opening MFRS statement of fi nancial position at 1 October 2011 (the Group’s date of transition to MFRSs).
The explanation and fi nancial impacts on transition to MFRSs are disclosed in Note 37 to the fi nancial statements.
2.5 Standards Issued But Not Yet Effective
The Group and the Company have not applied the following new MFRSs, amendments to MFRSs and IC Interpretations (“IC Int”) that have been issued by the Malaysian Accounting Standards Board (“MASB”) but are not yet effective for the Group and for the Company:
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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MFRSs and IC Int effective 1 January 2013
MFRS 10 Consolidated Financial Statements MFRS 11 Joint Arrangements MFRS 12 Disclosure of Interests in Other Entities MFRS 13 Fair Value Measurement MFRS 119 Employee Benefi ts (International Accounting Standard (“IAS”) 19 as amended by International Accounting Standards Board (“IASB”) in June 2011) MFRS 127 Separate Financial Statements (IAS 27 as amended by IASB in May 2011) MFRS 128 Investments in Associates and Joint Ventures (IAS 28 as amended by IASB in May 2011) IC Int 20 Stripping Costs in the Production of A Surface Mine
Amendments to MFRSs effective 1 January 2013
MFRS 1 First-time Adoption of Malaysian Financial Reporting Standards - Government Loans MFRS 7 Financial Instruments: Disclosures - Offsetting Financial Assets and Financial Liabilities MFRS 10, 11 and 12 Consolidated Financial Statements, Joint Arrangements and Disclosure of Interests in Other Entities: Transition Guidance Annual Improvements 2009 – 2011 Cycle issued in July 2012
IC Int effective 1 January 2014
IC Int 21 Levies
Amendments to MFRSs effective 1 January 2014
MFRS 10, 12 and 127 Consolidated Financial Statements, Disclosure of Interests in Other Entities and Separate Financial Statements: Investment Entities MFRS 132 Financial Instruments: Presentation - Offsetting Financial Assets and Financial Liabilities MFRS 136 Recoverable Amount Disclosure for Non-Financial Assets MFRS 139 Novation of Derivatives and Continuation Hedge Accounting
MFRSs effective 1 January 2015
MFRS 9 Financial Instruments (IFRS 9 issued by IASB in November 2009) MFRS 9 Financial Instruments (IFRS 9 issued by IASB in October 2010)
The initial application of the above standards is not expected to have any fi nancial impacts to the fi nancial statements upon the fi rst adoption, except for:
MFRS 9 Financial Instruments
MFRS 9 addresses the classifi cation, measurement and recognition of fi nancial assets and fi nancial liabilities. It replaces the guidance in MFRS 139 Financial Instruments: Recognition and Measurement. MFRS 9 requires fi nancial assets to be classifi ed into two measurement categories: fair value and amortised cost, determined at initial recognition. The classifi cation depends on the entity’s business model for managing its fi nancial instruments and the contractual cash fl ow characteristics of the instrument. Most of the requirements for fi nancial liabilities are retained, except for cases where the fair value option is taken, the part of a fair value change due to an entity’s own risk is recorded in other comprehensive income rather than profi t or loss, unless this creates an accounting mismatch.
The adoption of MFRS 9 will result in a change in accounting policy. The Group is currently examining the fi nancial impact of adopting MFRS 9.
MFRS 10 Consolidated Financial Statements
MFRS 10 introduces a new single control model to determining which investees should be consolidated. MFRS 10 supersedes MFRS 127 Consolidated and Separate Financial Statements and IC Interpretation 112 Consolidation - Special Purpose Entities. There are three elements to the defi nition of control in MFRS 10: (i) power by investor over an investee, (ii) exposure, or rights, to variable returns from investor’s involvement with the investee, and (iii) investor’s ability to affect those returns through its power over the investee.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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MFRS 13 Fair Value Measurement
MFRS 13 does not affect which items are required to be fair-valued, but clarifi es the defi nition of fair value and provides related guidance and enhance disclosures about fair value measurements. It replaces the existing fair value guidance in different MFRSs.
The adoption of MFRS 13 will result in a change in accounting policy for the items measured at fair value in the fi nancial statements. The Group is currently examining the fi nancial impact of adopting MFRS 13.
2.6 Signifi cant Accounting Estimates and Judgements
The preparation of fi nancial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.
Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected.
2.6.1 Critical Judgements
Critical judgement made by management in the process of applying accounting policies that have a signifi cant effect on the amount recognised in the fi nancial statements is in respect of classifi cation between investment properties and owner-occupied properties.
The Group determines whether a property qualifi es as an investment property, and has developed criteria in making that judgement. Investment property is a property held to earn rentals or for capital appreciation or both. Therefore, the Group considers whether a property generates cash fl ows largely independently of the other assets held by the Group.
Some properties comprise a portion that is held to earn rentals or for capital appreciation and another portion that is held for use in the production or supply of goods or services or for administrative purposes. The Group accounts for the portions separately if the portions could be sold separately (or leased out separately under a fi nance lease). If the portions could not be sold separately, the property is an investment property only if an insignifi cant portion is held for use in the production or supply of goods or services or for administrative purposes.
Judgement is made on an individual property basis to determine whether ancillary services are so signifi cant that a property does not qualify as an investment property.
2.6.2 Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the end of the reporting period that have a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year are discussed below:
(i) Useful lives of depreciable assets
Plant and equipment are depreciated on a straight line basis over their estimated useful lives. Management estimates the useful lives of the plant and equipment to be 5 to 20 years. Changes in the expected level of usage and technological developments could impact the economic useful lives and residual values of the plant and equipment. Therefore, future depreciation charges could be revised.
(ii) Impairment of plant and equipment
The Group performs an impairment review as and when there are impairment indicators to ensure that the carrying value of the plant and equipment does not exceed its recoverable amount. The recoverable amount represents the present value of the estimated future cash fl ows expected to arise from operations. Therefore, in arriving at the recoverable amount, management exercises judgement in estimating the future cash fl ows, growth rate and discount rate.
(iii) Impairment of goodwill
The Group determines whether goodwill is impaired at least once a year or more frequently if events or changes in circumstances indicate that the goodwill may be impaired. This requires an estimation of the value in use of the cash-generating units to which the goodwill is allocated.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Estimating value in use requires management to make an estimate of the expected future cash fl ows from the cash-generating unit and also to choose a suitable discount rate in order to calculate the present value of those cash fl ows.
(iv) Impairment of investment in subsidiaries
Investment in subsidiaries is assessed at the end of each reporting period to determine whether there is any indication of impairment. If such an indication exists, an estimation of the investment’s recoverable amount is required.
Estimating the recoverable amount requires management to make an estimate of the expected future cash fl ows from the subsidiaries and also choose a suitable discount rate in order to calculate the present value of those cash fl ows.
(v) Inventories
The management reviews for slow-moving and obsolete inventories. This review requires judgements and estimates. Possible changes in these estimates could result in revision to the valuation of inventories.
(vi) Impairment of loans and receivables
The Group assesses at the end of each reporting period whether there is any objective evidence that a fi nancial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or signifi cant fi nancial diffi culties of the debtor and default or signifi cant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future cash fl ows are estimated based on historical loss experience of assets with similar credit risk characteristics.
(vii) Deferred revenue
The Group allocates the consideration received from the sales of goods to the goods sold and the points issued under its loyalty programme. The consideration allocated to the points issued is measured at their fair value.
The carrying amount of deferred revenue allocated to the award credits at the end of the reporting period was RM4,195,999 (30.9.2012: RM4,286,681; 30.9.2011: RM3,431,614).
3. SIGNIFICANT ACCOUNTING POLICIES
The accounting policies set out below have been applied consistently to the periods presented in these fi nancial statements and in preparing the opening MFRSs statements of fi nancial position of the Group and of the Company at 1 October 2011 (the transition date to MFRSs), unless otherwise stated.
3.1 Basis of Consolidation
(i) Subsidiaries Subsidiaries are those companies in which the Group has a long term equity interest and where it has power to exercise control over their fi nancial and operating activities so as to obtain benefi ts therefrom.
Investment in subsidiaries which is eliminated on consolidation is stated at cost less accumulated impairment losses.
Upon the disposal of an investment in a subsidiary, the difference between the net disposal proceeds and its carrying amount is recognised in profi t or loss.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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(ii) Business combination
Business combinations are accounted for using the acquisition method from the acquisition date which is the date on which control is transferred to the Group.
Acquisition on or after 1 October 2011
For acquisitions on or after 1 October 2011, the Group measures the cost of goodwill at the acquisition date as:
• the fair value of the consideration transferred, plus • the recognised amount of any non-controlling interest in the acquiree, plus • if the business combination is achieved in stages, the fair value of the existing equity interest in the acquiree, less • the net recognised amount at fair value of the identifi able assets acquired and liabilities assumed
When the excess is negative, a bargain purchase gain is recognised in profi t or loss.
For each business combination, the Group elects whether to recognise non-controlling interest in the acquiree at fair value, or at the proportionate share of the acquiree’s identifi able net assets at the acquisition date.
Transaction costs, other than those associated with the issue of debt or equity securities, that the Group incurs in connection with a business combination are expensed as incurred.
Acquisitions before 1 October 2011
As part of its transition to MFRSs, the Group elected not to restate those business combinations that occurred before the date of transition to MFRSs, i.e. 1 October 2011.
(iii) Acquisitions of non-controlling interests
The Group treats all changes in its ownership interest in a subsidiary that do not result in a loss of control as equity transactions between the Group and its non-controlling interest holders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserve.
(iv) Loss of control
Upon the loss of control of a subsidiary, the Group derecognises the assets and liabilities of the subsidiary, any non-controlling interests and the other components of equity related to the subsidiary. Any surplus or defi cit arising on the loss of control is recognised in profi t or loss. If the Group retains any interest in the previous subsidiary, then such interest is measured at fair value at the date that control is lost. Subsequently it is accounted for as an equity accounted investee or as an available-for-sale fi nancial asset depending on the level of infl uence retained.
(v) Non-controlling interests
Non-controlling interests at the end of the reporting period, being the equity in a subsidiary not attributable directly or indirectly to the equity holders of the Company, are presented in the consolidated statement of fi nancial position and statement of changes in equity within equity, separately from equity attributable to the owners of the Company. Non-controlling interests in the results of the Group is presented in the consolidated statement of comprehensive income as an allocation of the profi t or loss and the comprehensive income for the year between non-controlling interests and owners of the Company.
Losses applicable to the non-controlling interests in a subsidiary are allocated to the non-controlling interests even if doing so causes the non-controlling interests to have a defi cit balance.
(vi) Transactions eliminated on consolidation
Intra-group balances and transactions, and any unrealised income and expenses arising from intra group transactions, are eliminated in preparing the consolidated fi nancial statements.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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3.2 Goodwill
Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination over the Group’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured at cost less accumulated impairment losses. Goodwill is not amortised but instead, it is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold.
3.3 Property, Plant and Equipment
Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses.
Property, plant and equipment are depreciated on the straight line method to write off the cost of each asset to its residual value over its estimated useful life at the following annual rates:
Long leasehold land Amortised over its lease period of 51 - 999 years Short leasehold land Amortised over its lease period of 50 years Buildings 2% - 10% Machinery and equipment 8% - 10% Furniture, fi xtures and fi ttings 5% - 20% Motor vehicles 20% Renovation 5% - 20%
Long leasehold land refers to land with remaining lease period in excess of 50 years whilst short leasehold land refers to land with remaining lease period of less than 50 years determined as at the end of the reporting period.
Freehold land is not amortised as it has an infi nite life.
Depreciation on capital work in progress commences when the assets are ready for their intended use.
The residual value, useful life and depreciation method are reviewed at the end of each reporting period to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefi ts embodied in the items of property, plant and equipment.
Upon the disposal of an item of property, plant and equipment, the difference between the net disposal proceeds and its carrying amount is recognised in profi t or loss.
3.4 Investment Properties
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and accumulated impairment losses.
Freehold land is not amortised as it has an infi nite life. Buildings are depreciated on the straight line method to write off the cost to their residual value over their estimated useful lives at 2% per annum while leasehold land is amortised over its lease period of 68 to 919 years.
A property interest under an operating lease is classifi ed and accounted for as an investment property on a property-by-property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest under an operating lease classifi ed as an investment property is carried at cost less accumulated depreciation and any accumulated impairment losses.
Investment properties are derecognised when either they have been disposed of or when they are permanently withdrawn from use and no future economic benefi t is expected from the disposal. Any gains or losses on the retirement or disposal of an investment property are recognised in profi t or loss in the year in which they arise.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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3.5 Leases
The determination of whether an arrangement is, or contains, a lease is based on the substance of the arrangement at the inception date, whether fulfi lment of the arrangement is dependent on the use of a specifi c asset or asset or the arrangement conveys a right to use the asset, even if that right is not explicitly specifi c in an arrangement.
For arrangements entered into prior to 1 October 2011, the date of inception is deemed to be 1 October 2011 in accordance with the MFRS 1.
Finance lease
Leases in terms of which the Company assumes substantially all the risks and rewards of ownership, which include hire purchase arrangement, are classifi ed as fi nance lease. Upon initial recognition, the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Minimum lease payments made under fi nance leases are apportioned between fi nance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are recognised in fi nance costs in the profi t or loss. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confi rmed.
A leased asset is depreciated over the useful life of the asset. However, if there is no reasonable certainty that the Company will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life of the asset and the lease term.
Leasehold land which in substance is a fi nance lease is classifi ed as property, plant and equipment.
Operating Leases
Leases, where the Company does not assume substantially all the risks and rewards of ownership are classifi ed as operating leases and, except for property interest held under operating lease, the leased assets are not recognised on the statement of fi nancial position. Property interest held under an operating lease, which is held to earn rental income or for capital appreciation or both, is classifi ed as investment property.
Payments made under operating leases are recognised in profi t or loss on a straight-line basis over the term of the lease. Lease incentives received are recognised in profi t or loss as an integral part of the total lease expense, over the term of the lease. Contingent rentals are charged to profi t or loss in the reporting period in which they are incurred.
Leasehold land which in substance is an operating lease is classifi ed as prepaid land lease payments.
3.6 Impairment of Non-Financial Assets
The Group and the Company assess at the end of each reporting period whether there is an indication that an asset may be impaired.
For the purpose of impairment testing, recoverable amount (i.e. the higher of the fair value less cost to sell and value-in-use) is determined on an individual asset basis unless the asset does not generate cash fl ows that are largely independent of those from other assets. If this is the case, the recoverable amount is determined for the cash-generating units (“CGU”) to which the asset belongs.
If the recoverable amount of the asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.
The difference between the carrying amount and recoverable amount is recognised as an impairment loss in the profi t or loss.
An impairment loss for an asset is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of this asset is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of any accumulated amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset is recognised in profi t or loss.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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3.7 Financial Instruments
3.7.1 Initial recognition and measurement
A fi nancial asset or a fi nancial liability is recognised in the statement of fi nancial position when, and only when, the Group and the Company become a party to the contractual provisions of the instrument.
A fi nancial instrument is recognised initially, at its fair value plus, in the case of a fi nancial instrument not at fair value through profi t or loss, transactions costs that are directly attributable to the acquisition or issue of the fi nancial instrument. An embedded derivative is recognised separately from the host contract and accounted for as a derivative if, and only if, it is not closely related to the economic characteristics and risks of the host contract and the host contract is not categorised at fair value through profi t or loss. The host contract, in the event an embedded derivative is recognised separately, is accounted for in accordance with policy applicable to the nature of the host contract. 3.7.2 Financial instrument categories and subsequent measurement The Group and the Company categorise fi nancial instruments as follows:
Financial assets (a) Loans and receivables Loans and receivables category comprises debt instruments that are not quoted in an active market.
Financial assets categorised as loans and receivables are subsequently measured at amortised cost using the effective interest method.
Loans and receivables are classifi ed as current assets, except for those having maturity dates later than 12 months after the end of the reporting period which are classifi ed as non-current.
(b) Available-for-sale fi nancial assets Available-for-sale category comprises investment in equity and debt securities instruments that are not held for trading. Investments in equity instruments that do not have a quoted market price in an active market and whose fair value cannot be reliably measured are measured at cost. Other fi nancial assets categorised as available-for-sale are subsequently measured at their fair values with the gain or loss recognised in other comprehensive income, except for impairment losses, foreign exchange gains and losses arising from monetary items and gains and losses of hedged items attributable to hedge risks of fair value hedges which are recognised in profi t or loss. On derecognition, the cumulative gain or loss recognised in other comprehensive income is reclassifi ed from equity into profi t or loss. Interest calculated for a debt instrument using the effective interest method is recognised in profi t or loss.
All fi nancial assets, except for those measured at fair value through profi t or loss, are subject to review for impairment.
Financial liabilities
All fi nancial liabilities are subsequently measured at amortised cost.
Financial liabilities are classifi ed as current liabilities, except for those having maturity dates later than 12 months after the end of the reporting period which are classifi ed as non-current.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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3.7.3 Financial guarantee contracts
A fi nancial guarantee contract is a contract that requires the issuer to make specifi ed payments to reimburse the holder for a loss it incurs because a specifi ed debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, fi nancial guarantee contracts are recognised as income in statement of comprehensive income over the period of the guarantee. If the debtor fails to make payment relating to fi nancial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.
3.7.4 Derecognition
A fi nancial asset or part of it is derecognised, when and only when the contractual rights to the cash fl ows from the fi nancial asset expire or the fi nancial asset is transferred to another party without retaining control or substantially all risks and rewards of the asset. On derecognition of a fi nancial asset, the difference between the carrying amount and the sum of the consideration received (including any new asset obtained less any new liability assumed) and any cumulative gain or loss that had been recognised in equity is recognised in the profi t or loss.
A fi nancial liability or a part of it is derecognised when, and only when, the obligation specifi ed in the contract is discharged or cancelled or expired. On derecognition of a fi nancial liability, the difference between the carrying amount of the fi nancial liability extinguished or transferred to another party and the consideration paid, including any non-cash assets transferred or liabilities assumed, is recognised in profi t or loss.
3.8 Impairment of Financial Assets
All fi nancial assets (except for fi nancial assets categorised as fair value through profi t or loss and investment in subsidiaries) are assessed at the end of each reporting period whether there is any objective evidence of impairment as a result of one or more events having an impact on the estimated future cash fl ows of the asset. Losses expected as a result of future events, no matter how likely, are not recognised. For an investment in an equity instrument, a signifi cant or prolonged decline in the fair value below its cost is an objective evidence of impairment.
An impairment loss in respect of loans and receivables and held-to-maturity investments is recognised in profi t or loss and is measured as the difference between the asset’s carrying amount and the present value of estimated future cash fl ows discounted at the asset’s original effective interest rate. The carrying amount of the asset is reduced through the use of an allowance account.
An impairment loss in respect of available-for-sale fi nancial assets is recognised in profi t or loss and is measured as the difference between the asset’s acquisition cost (net of any principal repayment and amortisation) and the asset’s current fair value, less any impairment loss previously recognised. Where a decline in the fair value of an available-for-sale fi nancial asset has been recognised in other comprehensive income, the cumulative loss in other comprehensive income is reclassifi ed from equity to profi t or loss.
An impairment loss in respect of unquoted equity instrument that is carried at cost is recognised in profi t or loss and is measured as the difference between the fi nancial asset’s carrying amount and the present value of estimated future cash fl ows discounted at the current market rate of return for a similar fi nancial asset.
Impairment losses recognised in profi t or loss for an investment in an equity instrument classifi ed as available-for-sale is not reversed through profi t or loss.
If, in a subsequent period, the fair value of a debt instrument increases and the increase can be objectively related to an event occurring after the impairment loss was recognised in profi t or loss, the impairment loss is reversed, to the extent that the asset’s carrying amount does not exceed what the carrying amount would have been had the impairment not been recognised at the date the impairment is reversed. The amount of the reversal is recognised in profi t or loss.
3.9 Cash and Cash Equivalents
Cash and cash equivalents comprise cash at bank and on hand, demand deposits and short term highly liquid investments that are readily convertible to known amount of cash and which are subject to an insignifi cant risk of changes in value, against which bank overdraft balances, if any, are deducted.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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3.10 Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost represents the invoiced value of goods purchased, and is determined on the fi rst-in, fi rst-out basis.
Net realisable value represents the estimated selling price in the ordinary course of business less the estimated costs necessary to make the sale.
3.11 Provisions
Provisions are recognised when the Group has a present obligation as a result of a past event and it is probable that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at the end of each reporting period and adjusted to refl ect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present value of the expenditure expected to be required to settle the obligation.
3.12 Income Recognition
Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and to the Company and when the revenue can be reliably measured on the following bases:
(i) Sale of goods
Revenue from sale of goods is measured at the fair value of the consideration received or receivable, net of returns and discounts and is recognised when the signifi cant risks and rewards of ownership have been transferred to the customers.
(ii) Rental income
Rental income is recognised on a time proportion basis over the lease term.
(iii) Dividend income
Dividend income is recognised when the Group’s right to receive payment is established.
(iv) Management fee
Management fee is recognised on an accrual basis when services are rendered.
(v) Interest income Interest income is recognised on a time proportion basis using the applicable effective interest rate.
(vi) Revenue on award credits
Revenue on award credits is recognised based on the number of award credits that have been redeemed in exchange for free or discounted goods, relative to the total number of award credits expected to be redeemed.
3.13 Employee Benefi ts
Short term benefi ts Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees of the Group. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences, and short term non-accumulating compensated absences such as sick leave are recognised when the absences occur. Defi ned contribution plans
As required by law, companies in Malaysia make contributions to the national pension scheme, the Employees Provident Fund (“EPF”). Such contributions are recognised as an expense as incurred.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Termination benefi ts
Employee termination benefi ts are recognised only either after an agreement is in place with the appropriate employee representatives specifying the terms of redundancy or after individual employees have been advised of the specifi c terms.
3.14 Borrowings Costs
Borrowing costs directly attributable to the acquisition, construction or production of a qualifying asset are capitalised during the period of time that is necessary to complete and prepare the asset for its intended use or sale. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.
Other borrowing costs are recognised as expenses in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group incurred in connection with the borrowing of funds.
3.15 Income Tax
Income tax expense comprises current and deferred tax. Current tax and deferred tax is recognised in profi t or loss except to the extent that it relates to a business combination or items recognised directly in equity or other comprehensive income.
Current tax is the expected tax payable or receivable on the taxable income or loss for the fi nancial year, using tax rates enacted or substantively enacted by the end of the reporting period, and any adjustment to tax payable in respect of previous years.
Deferred tax is recognised using the liability method, providing for temporary differences between the carrying amounts of assets and liabilities in the statement of fi nancial position and their tax bases. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profi t or loss. Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the end of the reporting period.
Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority on the same taxable entity, or on different tax entities, but they intend to settle current tax liabilities and assets on a net basis or their tax assets and liabilities will be realised simultaneously.
A deferred tax asset is recognised to the extent that it is probable that future taxable profi ts will be available against which the temporary difference can be utilised. Deferred tax assets are reviewed at the end of each reporting period and are reduced to the extent that it is no longer probable that the related tax benefi t will be realised.
Unutilised reinvestment allowance and investment tax allowance, being tax incentives that is not a tax base of an asset, is recognised as a deferred tax asset to the extent that it is probable that the future taxable profi ts will be available against the unutilised tax incentive can be utilised.
3.16 Foreign Currency Translation
The consolidated fi nancial statements are presented in Ringgit Malaysia (“RM”) which is also the Company’s functional currency.
Foreign currency transactions are translated into the functional currency of the respective Group entity, using the exchange rates prevailing at the dates of the transactions (spot exchange rate). Foreign exchange gains and losses resulting from the settlement of such transactions and from the remeasurement of monetary items at year-end exchange rates, whether realised or unrealised, are recognised in profi t or loss except for exchange differences arising from monetary items that form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign translation reserve in equity.
Non-monetary items measured at historical cost are translated using the exchange rates at the date of the transaction (not retranslated). Non-monetary items measured at fair value are translated using the exchange rates at the date when fair value was determined. Exchange differences arising on the translation of non-monetary items carried at fair value are included in profi t or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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In the Group’s fi nancial statements, all assets, liabilities and transactions of Group entities with a functional currency other than the RM (the Group’s presentation currency) are translated into RM upon consolidation. The functional currency of the entities in the Group has remained unchanged during the reporting period.
On consolidation, assets and liabilities have been translated into RM at the closing rate at the end of the reporting period. Income and expenses have been translated into the Group’s presentation currency at the average rate over the reporting period. Exchange differences are charged or credited to other comprehensive income and recognised in the foreign translation reserve in equity. Goodwill and fair value adjustments arising on the acquisition of a foreign entity have been treated as assets and liabilities of the foreign entity and translated into RM at the closing rate.
Upon disposal of a foreign operation which resulted in a loss of control, the cumulative translation differences recognised in equity (the foreign translation reserve) are reclassifi ed to profi t or loss and recognised as part of the gain or loss on disposal. Upon partial disposal of a foreign operation, the proportionate share of the cumulative translation differences recognised in equity shall be re-attributed to the non-controlling interests in that foreign operation.
3.17 Share Capital and Share Issuance Expenses
An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities. Ordinary shares are equity instruments.
Share capital represents the nominal value of shares that have been issued. Dividends on ordinary shares are accounted for in shareholder’s equity as an appropriation of retained profi ts and recognised as a liability in the period in which they are declared.
Share premium includes any premiums received upon issuance of share capital. Any transaction costs associated with the issuing of shares are deducted from share premium, net of any related income tax benefi ts.
3.18 Segment Reporting
An operating segment is a component of the Group that engages in business activities from which it may earn revenue and incur expenses, including revenues and expenses that relate to transactions with any of the Group’s other components. An operating segment’s operating results are reviewed regularly by the chief operating decision maker, which in this case are the Executive Directors of the Group, to make decisions about resources to be allocated to the segment and assess its performance, and for which discrete fi nancial information is available.
3.19 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose existence will be confi rmed only by the occurrence or non-occurrence of uncertain future events not wholly within the control of the Group and of the Company.
Contingent liabilities and assets are not recognised in the statement of fi nancial position of the Group and of the Company.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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4. PROPERTY, PLANT AND EQUIPMENT
GROUP
Freeholdland and
buildingsRM’000
Long leasehold
landRM’000
Shortleasehold
landRM’000
LeaseholdbuildingsRM’000
Machineryand
equipment RM’000
Furniture,fi xtures
andfi ttings
RM’000
MotorvehiclesRM’000
RenovationRM’000
Capitalwork in
progressRM’000
TotalRM’000
At Cost
At 1 October 2011 365,046 22, 157 525 60,397 206,691 159,894 9,660 128,762 956 954,088
Additions 137 4,622 - 10,507 636 10,273 - 2,420 1,524 30, 1 19
Disposals - - - - (151) (577) (83) - - (811)
Written off - - - - (2,764) (3,687) - (447) - (6,898)
Reclassifi cation - - - - (318) 1, 198 - 90 (970) -
Foreign currency translation - - - - - (12) - - (21) (33)
At 30 September 2012/ At 1 October 2012 365,183 26,779 525 70,904 204,094 167,089 9,577 130,825 1,489 976,465
Additions 46 - - - 1,707 8,915 487 6,229 469 17,853
Disposals - - - (2,258) (192) (2,252) (7) - - (4,709)
Written off - - - - (738) (3,236) - - - (3,974)
Reclassifi cation - - - - (120) 927 - - (807) -
Foreign currency translation - - - - - 38 - - 69 107
Reclassifi ed to non-current assets held for sale
- (4,622) - (10,507) - - - - - (15,129)
At 30 September 2013 365,229 22,157 525 58,139 204,751 171,481 10,057 137,054 1,220 970,613
Accumulated depreciation
At 1 October 2011 20,183 2,083 78 16,560 151,617 147,837 6,755 85,293 - 430,406
Current charge 5,500 324 1 1 2,691 4,264 14,692 868 9,580 - 37,930
Disposals - - - - (149) (435) (83) - - (667)
Written off - - - - (2,717) (3,299) - (210) - (6,226)
Reclassifi cation - - - - 123 (123) - - - -
Reversal - (351) - - - (108) - (3) - (462)
Foreign currency translation - - - - - (8) - - - (8)
At 30 September 2012/ At 1 October 2012 25,683 2,056 89
19,251 153,138 158,556 7,540 94,660 - 460,973
Current charge 5,500 382 1 1 2,731 4,159 13,584 813 9,719 - 36,899
Disposals - - - (249) (180) (2,183) (7) - - (2,619)
Written off - - - - (693) (3,094) - - - (3,787)
Foreign currency translation - - - - - 33 - - - 33
Reclassifi ed to non-current assets held for sale
- (68) - (220) - - - - - (288)
At 30 September 2013 31,183 2,370 100 21,513 156,424 166,896 8,346 104,379 - 491,211
Carrying amount
At 1 October 2011 344,863 20,074 447 43,837 55,074 12,057 2,905 43,469 956 523,682
At 30 September 2012 339,500 24,723 436 51,653 50,956 8,533 2,037 36,165 1,489 515,492
At 30 September 2013 334,046 19,787 425 36,626 48,327 4,585 1,711 32,675 1,220 479,402
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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COMPANY
Longleasehold
landsRM’000
LongleaseholdbuildingsRM’000
EquipmentRM’000
Furniture,fi xtures
andfi ttingsRM’000
MotorvehiclesRM’000
RenovationRM’000
Total RM’000
At cost
At 1 October 2011 18,409 11,560 3,256 2,879 751 4,854 41,709
Additions - 1 10 10 - 67 88
At 30 September 2012/ At 1 October 2012 18,409 11,561 3,266 2,889 751 4,921
41,797
Additions - - 8 - - - 8
As 30 September 2013
18,409 11,561
3,274
2,889 751 4,921 41,805
Accumulated depreciation
At 1 October 2011 1,325 633 1,393 1,437 750 1,382 6,920
Current charge 293 231 257 210 - 416 1,407
Reversal (351) - (56) (52) - (3) (462)
At 30 September 2012/ At 1 October 2012 1,267 864 1,594 1,595 750 1,795 7,865
Current charge 292 231 220 158 - 385 1,286
As 30 September 2013 1,559 1,095 1,814 1,753 750 2,180 9,151
Carrying amount
At 1 October 2011 17,084 10,9271,863
1,442 1 3,472 34,789
At 30 September 2012 17,142 10,697 1,672 1,294 1 3,126 33,932
At 30 September 2013 16,850 10,466 1,460 1,136 1 2,741 32,654
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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(i) The carrying amounts of property, plant and equipment charged to licensed banks for banking facilities granted to the Group and to the Company are as follows:.
(ii) The title deeds for certain leasehold land of the Group with a total carrying amount of RM2,623,921 (30.9.2012: RM2,643,342; 1.10.2011: RM2,662,628) have yet to be issued by the relevant authorities.
5. INVESTMENT PROPERTIES
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
GROUP
Freehold land and buildings 165,832 169,422 173,01 1
Long leasehold land 19,781 24,704 19,747
Short leasehold land 425 436 447
Leasehold buildings 18,017 30,916 15,426
204,055 225,478 208,631
COMPANY
Long leasehold land 16,850 17,142 17,084
Leasehold buildings 10,466 10,697 10,927
27,316 27,839 28,011
GROUPFreeholdland andbuildingsRM’000
Longleaseholdland andbuildingsRM’000
TotalRM’000
At cost
At 1 October 2011 62,330 7,866 70,196
Additions - 55,576 55,576
At 30 September 2012/ 1 October 2012 62,330 63,442 125,772
Disposals (937) - (937)
Reclassifi ed to non-current assets held for sale - (55,576) (55,576)
At 30 September 2013 61,393 7,866 69,259
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Long leasehold land refers to land with an unexpired lease period of more than fi fty years, determined as at the end of reporting period.
The fair value of investment properties as at the end of the reporting period is derived based on directors’ valuation by reference to the existing market condition.
The carrying amounts of properties charged to licensed banks for banking facilities granted to the Group are as follows:
The title deeds for certain leasehold land and buildings of the Group with carrying amount of RM431,703 (30.9.2012: RM437,099; 1.10.2011: RM442,495) have yet to be issued by the relevant authorities.
GROUPFreeholdland andbuildingsRM’000
Longleaseholdland andbuildingsRM’000
TotalRM’000
Accumulated depreciation
At 1 October 2011 - - -
Current charge 555 92 647
At 30 September 2012/ 1 October 2012 555 92 647
Current charge 547 835 1,382
Disposals (9) - (9)
Reclassifi ed to non-current assets held for sale - (741) (741)
At 30 September 2013 1,093 186 1,279
Carrying amount
At 1 October 2011 62,330 7,866 70,196
At 30 September 2012 61 ,775 63,350 125,125
At 30 September 2013 60,300 7,680 67,980
Fair value
At 1 October 2011 70,196
At 30 September 2012 125,772
At 30 September 2013 69,259
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Freehold land and buildings 17,807 17,977 18,167
Long leasehold land and buildings 432 56,013 442
18,239 73,990 18,609
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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6. INVESTMENT IN SUBSIDIARIES
The details of the subsidiaries, all of which are incorporated in Malaysia, except where indicated are as follows :
COMPANY
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Unquoted shares, at cost 388,537 388,537 388,007
Less : Accumulated impairment loss
Balance at beginning 26,448 19,826 19,407
Current year - 6,622 419
Balance at end (26,448) (26,448) (19,826)
362,089 362,089 368, 181
Name of Subsidiaries Effective Equity Interest Principal Activities
30.9.2013 30.9.2012 1.10.2011
% % %
The Store (Malaysia) Sdn. Bhd. 100 100 100 Operation of department stores and supermarkets.
Milimewa Superstore Sdn. Bhd. 100 100 100 Operation of department stores and supermarkets.
Larut Matang Supermarket Holdings Berhad 100 100 100 Investment holding.
The Store Holdings Sdn. Bhd. 100 100 100 Investment holding.
The Store (Terengganu) Sdn. Bhd. 100 100 100 Inactive.
Taiping Supermarket Holdings Sdn. Bhd. 100 100 100 Investment holding.
Gold Shopping Centre Holdings Sdn. Bhd. 100 100 100 Investment holding.
Summit Superstore Holdings Sdn. Bhd. 100 100 100 Investment holding.
The Store Properties Sdn. Bhd. 100 100 100 Investment holding.
The Store (Kelantan) Sdn. Bhd. 100 100 100 Investment holding.
The Store Card Sdn. Bhd. 100 100 100 Provision of strategic incentive marketing solutions and customers loyalty schemes to related companies.
TS Retail Systems Sdn. Bhd. 100 100 100 IT and computer related services.
TS Universal Trading Sdn. Bhd. 100 100 100 Trading in general goods.
Yangtze Corporation Sdn. Bhd. 95 95 95 Inactive.
Pacifi c Hypermarket Group Sdn. Bhd. 100 100 100 Investment holding.
Visual Utama Sdn. Bhd. 100 100 100 Inactive.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Name of Subsidiaries Effective Equity Interest Principal Activities
30.9.2013 30.9.2012 1.10.2011
% % %
Delsinar Sdn. Bhd. 100 100 100 Investment holding.
Nilai Hikmat Sdn. Bhd. 100 100 100 Investment holding.
TS Universal International Co. Ltd (Incorporated in British Virgin Islands)
100 100 100 Investment holding.
The Store (Kemaman) Sdn. Bhd. 100 100 100 Inactive.
The Store (Seremban) Sdn. Bhd. 100 100 100 Inactive.
The Store (Kluang) Sdn. Bhd. 100 100 100 Inactive.
The Store (Muar) Sdn. Bhd. 100 100 100 Inactive.
The Store (Mentakab) Sdn. Bhd. 100 100 100 Inactive.
The Store (Taman Tun Aminah) Sdn. Bhd. 100 100 100 Inactive.
The Store (Klang) Sdn. Bhd. 100 100 100 Inactive.
The Store (Central Square) Sdn. Bhd. 100 100 100 Inactive.
The Store (Kampar Road) Sdn. Bhd. 100 100 100 Inactive.
The Store (Kuantan Parade) Sdn. Bhd. 100 100 100 Inactive.
The Store (Bentong) Sdn. Bhd. 100 100 100 Inactive.
The Store (Subang) Sdn. Bhd. 100 100 100 Inactive.
The Store (Port Dickson) Sdn. Bhd. 100 100 100 Inactive.
The Store (Bukit Pasir) Sdn. Bhd. 100 100 100 Inactive.
The Store (Kangar) Sdn. Bhd. 100 100 100 Inactive.
The Store (Darul Naim) Sdn. Bhd. 100 100 100 Inactive.
Fajar Retail Enterprise Sdn. Bhd. 100 100 100 Investment holding.
Fajar Departmental Store & Supermarket (Sg. Besar) Sdn. Bhd.
100 100 100 Investment holding.
Fajar Supermarket Sdn. Bhd. 100 100 100 Investment holding.
Fajar Supermarket (Upper Perak) Sdn. Bhd. 100 100 100 Investment holding.
Berkat Apparel Sdn. Bhd. 100 100 100 Inactive.
*
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Name of Subsidiaries Effective Equity Interest Principal Activities
30.9.2013 30.9.2012 1.10.2011
% % %
Berkat Marketing Sdn. Bhd. 100 100 100 Inactive.
Berkat Merchandising & Services Sdn. Bhd. 100 100 100 Inactive.
Koaling Development Sdn. Bhd. 100 100 100 Inactive.
Sungei Perak Supermarket Sdn. Bhd. 100 100 100 Investment holding.
Berkat Supermarket Sdn. Bhd. 100 100 100 Inactive.
Dindings Supermarket Sdn. Bhd. 100 100 100 Inactive.
Fajar Supermarket (Melaka) Sdn. Bhd. 100 100 100 Inactive.
Fajar Supermarket (Butterworth) Sdn. Bhd. 100 100 100 Investment holding.
Kuala Kangsar Supermarket Sdn. Bhd. 100 100 100 Inactive.
Larut Matang Supermarket (Taiping) Sdn. Bhd.
100 100 100 Inactive.
Berkat Garments Sdn. Bhd. 100 100 100 Inactive.
Fajar Merchandising & Services Sdn. Bhd. 100 100 100 Inactive.
The Store (Johore Bahru) Sdn. Bhd. 100 100 100 Investment holding.
Tanjung Segi Sdn. Bhd. 100 100 100 Investment holding.
Formyarn Sdn. Bhd. 67 67 67 Inactive.
Murai Perdana Sdn. Bhd. 100 100 100 Investment holding.
The Store (Malacca) Sdn. Bhd. 100 100 100 Investment holding.
The Store (Batu Pahat) Sdn. Bhd. 100 100 100 Inactive.
The Store (Pusat K.T.) Sdn. Bhd. 100 100 100 Inactive.
Taiping Corporation Sdn. Bhd. 100 100 100 Investment holding.
The Store (Taiping) Sdn. Bhd. 100 100 100 Investment holding.
The Store (NS) Sdn. Bhd. 100 100 100 Investment holding.
Arglye Sdn. Bhd. 100 100 100 Inactive.
The Store (Summit Parade) Sdn. Bhd. 100 100 100 Inactive.
The Store (Sungai Petani) Sdn. Bhd. 100 100 100 Investment holding
Pacifi c Hypermarket Properties Sdn. Bhd. 100 100 100 Investment holding
Bigever Properties Sdn. Bhd. 100 100 100 Investment holding
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Name of Subsidiaries Effective Equity Interest Principal Activities
30.9.2013 30.9.2012 1.10.2011
% % %
Pacifi c Hypermarket & Departmental Store Sdn. Bhd.
100 100 100 Investment holding and operation of department store and hypermarket.
Pacifi c Bowling Sdn. Bhd. 100 100 100 Manage and operate of bowling centre.
Pacifi c Department Store Sdn. Bhd. 100 100 100 Inactive.
* Universal Retail Group Ltd (Incorporated in Cayman Islands)
100 100 100 Investment holding.
Sungei Besar Supermarket Sdn. Bhd. 100 100 100 Inactive.
Bintang Aspek (M) Sdn. Bhd. 100 100 100 Investment holding.
Cotler Sdn. Bhd. 92 92 92 Inactive.
The Store (Taiping Jaya) Sdn. Bhd. 100 100 100 Inactive.
The Store (Tampin) Sdn. Bhd. 100 100 100 Inactive.
The Store (Taman Kok Lian) Sdn. Bhd. 100 100 100 Inactive.
TS Universal Brands Sdn. Bhd. 100 100 100 Trading in general goods.
The Store (Kota Bahru) Sdn. Bhd. 100 100 100 Inactive.
Universal Retail Academy Sdn. Bhd. 100 100 100 Training and development.
Pacifi c Hypermarket (Prai) Sdn. Bhd. 100 100 100 Inactive.
Pacifi c Department Store (Prai) Sdn. Bhd. 100 100 100 Inactive.
SB Mall Sdn. Bhd. 100 100 - Investment holding.
* TS Universal Retail Ltd (Incorporated in British Virgin Islands)
100 100 100 Investment holding.
* Universal Retail Holdings Ltd (Incorporated in Hong Kong)
100 100 100 Investment holding.
* Jurus Kota Sdn. Bhd. 100 100 100 Investment holding.
* Shanghai Universal Retail Limited (Incorporated in People’s Republic of China)
100 100 100 Inactive.
* Universal Retail (jiaxing) Limited (Incorporated in People’s Republic of China)
100 100 100 Inactive.
* Universal Retail Limited (Incorporated in Hong Kong)
100 100 100 Inactive.
* Not audited by Grant Thornton.
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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30.9.2012
(i) On 29 August 2012, the Company acquired 100,000 ordinary shares of RM1 each, which represent 100% equity interest in SB Mall Sdn. Bhd., for a total cash consideration of RM100,000.
(ii) During the fi nancial year, the Company has acquired 100% equity interests in The Store (Pusat K.T.) Sdn. Bhd. and 4% equity interests in Yangtze Corporation Sdn. Bhd. from its wholly-owned subsidiary, The Store (Terengganu) Sdn. Bhd., for a total consideration of RM380,000 and RM50,000 respectively.
The above acquisition did not have a material effect on the Group’s fi nancial position as these companies are inactive.
7. OTHER INVESTMENTS
8. INTANGIBLE ASSETS
GROUP
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Available-for-sale fi nancial assets
Shares quoted in Malaysia, at fair value 15 12 1 1
Unquoted shares, at cost 5 5 2,334
20 17 2,345
Market value of quoted shares 15 12 1 1
GROUP
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Goodwill
At Cost 11 , 3 1 1 1 1 , 3 1 1 1 1 , 3 1 1
Less : Accumulated impairment loss (2,992) (2,992) (2,992)
Carrying amount 8,319 8,319 8,319
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Impairment test on goodwill
Goodwill arising from business combinations has been allocated to its business segment as its cash generating units (CGUs). For annual impairment testing purposes, the recoverable amount of the CGUs is determined based on its value-in-use, which applies a discounted cash fl ow model using cash fl ow projections based on fi nancial budget and projections approved by management.
No impairment loss is required for the goodwill as its recoverable amount is in excess of its carrying amount.
The key assumptions on which the management has based on for the computation of value-in-use are as follows:
(i) Budgeted gross margin
The basis used to determine the value assigned to the budgeted gross margins is the average gross margin achieved in the period immediately before the budgeted period increased for expected effi ciency improvements.
(ii) Selling price
The selling price used to calculate the cash infl ows from operations was determined after taking into consideration price trends of the industries which the CGUs are exposed. Values assigned are consistent with the external sources of information.
(iii) Discount rate
The discount rate applied to the cash fl ow projections is based on the weighted average cost of capital rate of the Group.
Sensitivity to changes in assumptions
With regard to the assessment of value-in-use of all CGUs, management believes that no reasonable change in any of the above key assumptions would cause the carrying value of the units to materially exceed their recoverable amounts.
9. DEFERRED TAX ASSETS
The deferred tax assets are represented by deductible temporary differences arising from deferred revenue.
As at the end of the reporting period, the Group has not recognised deferred tax assets arising from the following deductible/(taxable) temporary differences as it is not probable that future taxable profi t will be available against which the assets can be utilised.
GROUP
2013RM’000
2012RM’000
Balance at beginning 1,072 858
Transfer (to)/from profi t or loss (23) 214
Balance at end 1,049 1,072
GROUP
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
- Unabsorbed tax losses 1,853 2,024 3,724
- Unabsorbed capital allowances 1,453 1 ,311 993
- Property, plant and equipment (748) (838) (919)
2,558 2,497 3,798
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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10. TRADE AND OTHER RECEIVABLES
* This has been written off during the fi nancial year ended 30 September 2013.
COMPANY
Deposits 11 10 50
10.1 Trade receivables
Trade receivables represent amounts due from credit cards issuing banks arising from the sale of goods to customers and are generally on 30 to 120 days (30.9.2012: 30 to 120 days; 1.10.2011: 30 to 120 days) credit terms. They are recognised at their original sales amount which represents their fair values on initial recognition.
10.2 Other receivables
The currency profi le of the Group’s other receivables is as follows:
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
GROUP
Trade receivables (Note 10.1)
Gross amount 1,907 2,856 2,074
Less : Allowance for impairment
Balance at beginning 973 1,260 395
Current year 34 31 865
Written off - (318) -
Balance at end (1,007) (973) (1,260)
900 1,883 814
Other receivables (Note 10.2)
Gross amount 25,306 20,486 15,093
Less : Allowance for impairment - *(111) -
25,306 20,375 15,093
Deposits 27,965 26,754 28,428
Prepayments 4,858 5,346 6,203
32,823 32,100 34,631
Total trade and other receivables 59,029 54,358 50,538
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Ringgit Malaysia 22,351 17,594 12, 1 6 1
Chinese Renminbi 2,267 2,144 2,270
Hong Kong Dollar 680 637 662
US Dollar 8 - -
25,306 20,375 15,093
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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11. AMOUNT DUE FROM/TO SUBSIDIARIES
The amount due from/to subsidiaries represents unsecured advances which is interest free and is repayable on demand, except for a receivable amount of RM99,881,624 (30.9.2012: RM111,739,809; 1.10.2011: RM78,132,959) which earns an interest at 8% (30.9.2012: 8%; 1.10.2011: 8%) per annum.
12. DEPOSITS WITH LICENSED BANKS
*The fi xed deposits are pledged to a licensed bank for banking facilities granted to the Group.
The effective interest rates and maturities of the deposits as at the end of the reporting period are as follows:
13. CASH AND BANK BALANCES
The currency profi le of the Group’s cash and bank balances is as follows:
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Ringgit Malaysia 24,185 29,052 26,134
Chinese Renminbi 13 40 163
Hong Kong Dollar 3 5 7
24,201 29,097 26,304
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
GROUP
Repo - unencumbered 26,500 39,877 40,500
Fixed deposits - encumbered 1 ,4 1 1 1 , 4 1 1 1,528
- unencumbered 135,880 84,286 33,745
163,791 125,574 75,773
COMPANY
Repo - unencumbered 10,500 - -
30.9.2013 30.9.2012 1.10.2011
GROUP
Interest rates per annum 2.0% to 3.41% 2.4% to 3.35% 2.30% to 3.30%
Maturities 1 to 365 days 3 to 365 days 3 to 365 days
COMPANY
Interest rate per annum 2.4% - -
Maturity 2 days - -
*
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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14. NON-CURRENT ASSETS HELD FOR SALE
The non-current assets held for sale is in respect of a property transferred to a subsidiary, SB Mall Sdn. Bhd., which the subsidiary is subsequently disposed of pursuant to a share sale agreement dated 27 December 2013, as disclosed in Note 36.
15. SHARE CAPITAL
16. FOREIGN TRANSLATION RESERVE
This is in respect of foreign exchange differences on translation of the fi nancial statements of foreign subsidiaries.
17. RETAINED PROFITS
COMPANY
Subject to agreement by the Inland Revenue Board, the Company has 108 balance and tax exempt income account to frank and distribute approximately RM148,855,000 (30.9.2012: RM151,424,000; 1.10.2011: RM152,978,000) out of its retained profi ts as at the end of the reporting period if paid out as dividends.
The Finance Act, 2007 introduced a single tier company income tax system with effect from 1 January 2008. As such, the remaining 108 balance as at the end of the reporting period will be available to the Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier.
18. DEFERRED REVENUE
Number of ordinary sharesof RM1 each Amount
30.9.2013’000
30.9.2012’000
1.10.2011’000
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Authorised 88,000 88,000 88,000 88,000 88,000 88,000
Issued and fully paid 68,504 68,504 68,504 68,504 68,504 68,504
GROUP
2013RM’000
2012RM’000
Balance at beginning 4,286 3,432
Additions during the year 1,987 1,932
Transfer to profi t or loss (2,077) (1,078)
Balance at end, expiring within three years 4,196 4,286
Less : Outstanding balance due not later than one year (2,010) (1,966)
Outstanding balance due later than one year but not later than three years 2,186 2,320
GROUP
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Reclassifi ed from property, plant and equipment 14,841 - -
Reclassifi ed from investment properties 54,835 - -
69,676 - -
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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The Group operates the loyalty programme which allows customers to accumulate points when they purchase products in the Group’s stores. The points can be redeemed for free or for discounted goods from the Group’s stores.
Deferred revenue represents consideration received from the sale of goods that is allocated to the points issued under the loyalty programme that are expected to be redeemed but are still outstanding as at the end of the reporting period.
19. BORROWINGS
The borrowings are secured by way of:
(i) Legal charges over certain freehold and leasehold properties of certain subsidiaries and fi xed deposits of a subsidiary, (ii) First party legal charge over all the leasehold properties of the Company, and (iii) Corporate guarantee of the Company and of a subsidiary.
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
GROUP
Non-current liabilities
Secured :
Bank term loans 192,534 224,599 132,387
Current liabilities
Secured :
Bankers acceptance - - 5,866
Bank term loans 32,037 32,145 52,960
32,037 32,145 58,826
COMPANY
Non-current liabilities
Secured :
Bank term loans 137,736 165,677 126,419
Current liabilities
Secured :
Bank term loans 27,941 27,941 52,698
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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A summary of the effective interest rates and the maturities of the borrowings are as follows:
^Included herein is a bank term loan granted under the Syariah principle of Al-Bai Bithaman Ajil which bears a fi xed profi t rate of RM4,593 (30.9.2012: RM4,593; 1.10.2011: RM4,593) per month.
20. DEFERRED TAX LIABILITIESGROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Balance at beginning 32,972 32,579 199 161
Transfer (to)/from profi t or loss (1,474) (730) (9) 23
31,498 31,849 190 184
Under/(Over) provision in prior year 257 1,123 (12) 15
Balance at end 31,755 32,972 178 199
Averageeffective
interest rateper annum
(%)Total
RM’000
Withinone yearRM’000
More thanone year andless than two
yearsRM’000
More thantwo years andless than fi ve
yearsRM’000
More thanfi ve years RM’000
GROUP
30.9.2013
Bank term loans^ 4.80 to 9.00 224,571 32,037 31,931 95,855 64,748
30.9.2012
Bank term loans^ 4.80 to 9.00 256,744 32,1 45 32,036 95,855 96,708
1.10.2011
Bankers acceptance 3.44 to 3.66 5,866 5,866 - - -
Bank term loans^ 4.80 to 9.00 185,347 52,960 52,977 65,599 13,8 1 1
COMPANY
30.9.2013
Bank term loans 5.02 to 5.10 165,677 27,941 27,941 83,822 25,973
30.9.2012
Bank term loans 4.90 to 5.10 193,618 27,941 27,941 83,822 53,914
1.10.2011
Bank term loans 5.10 to 8.40 179,117 52,698 52,698 64,91 3 8,808
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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The deferred tax liabilities are represented by taxable temporary differences arising from:
21. TRADE AND OTHER PAYABLES
21.1 Trade payables Trade payables represent amounts outstanding for trade purchases. They are non-interest bearing and are normally settled within 7 to 150 days (30.9.2012: 7 to 150 days; 1.10.2011: 7 to 150 days) credit terms. 21.2 Other payables The currency profi le of the Group’s other payables is as follows :
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
GROUP
- Fair value adjustment to the properties of subsidiaries 913 913 913
- Revaluation of freehold building 22,289 22,560 22,831
- Property, plant and equipment 8,553 9,499 8,835
31,755 32,972 32,579
COMPANY
- Property, plant and equipment 178 199 161
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
GROUP
Trade payables (Note 21.1) 352,105 353,374 334,084
Other payables (Note 21.2) 32,023 27,835 32,851
Accruals (Note 21.3) 16,741 9,519 12,387
Deposits 13,295 12,7 1 1 8,490
414,164 403,439 387,812
COMPANY
Other payables 276 341 852
Accruals 780 876 616
1,056 1,217 1,468
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Ringgit Malaysia 31,210 27,040 32,092
Chinese Renminbi 813 795 759
32,023 27,835 32,851
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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21.3 Accruals
The currency profi le of the Group’s accruals is as follows:
22. REVENUE
23. COST OF SALES
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Ringgit Malaysia 16,722 9,501 12,370
Hong Kong Dollar 11 11 9
US Dollar 8 7 8
16,741 9,519 12,387
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Sale of goods net of discounts 1,869,349 1,855,301 - -
Dividend income - - 40,000 40,000
Management fees - - 2,821 2,775
Rental income from investment properties 19,788 6,293 - -
1,889,137 1,861,594 42,821 42,775
GROUP
2013RM’000
2012RM’000
Cost of goods sold 1,524,987 1,500,623
Direct operating costs relating to rental generating investment properties 716 123
1,525,703 1,500,746
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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24. PROFIT BEFORE TAXATION
This is arrived at:
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
After charging :
Auditors’ remuneration
- Audit fee
Company’s auditors 500 500 30 30
Other auditors 29 22 - -
- Non-audit fees
Company’s auditors - 26 - -
Bad debts 5 3 - -
Depreciation
- property, plant and equipment 36,899 37,468 1,286 945
- investment properties 1,382 647 - -
Directors’ remuneration for non-executive directors
- allowance 63 63 63 63
- fees 172 172 136 136
Interest expense on:
- bank overdraft 8 380 2 67
- term loans 12,027 12,724 8,915 12,261
- others 351 343 347 207
Impairment loss on investment in subsidiaries - - - 6,622
Impairment loss on receivables 34 142 - -
Property, plant and equipment written off 187 672 - -
Rental of premises 93,888 81,090 - -
And crediting :
Debts waived by subsidiaries - - - 6,846
Gain on disposal of investment properties 13 - - -
Gain on disposal of property, plant and equipment 2,020 75 - -
Gain on disposal of an other investments - 107 - -
Gross dividends from unquoted subsidiaries - - 40,000 40,000
Interest income 3,273 1,196 7,464 5,692
Rental income from
- investment properties 19,941 6,982 - -
- others 17,425 16,238 - -
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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25. TAXATION
The reconciliation of the tax expense of the Group and of the Company is as follows:
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Malaysian income tax :
Based on results for the year
- Current tax (15,570) (14,244) (9,193) (7,989)
- Deferred tax relating to origination and reversal of temporary differences 1,452 944 9 (23)
(14,118) (13,300) (9,184) (8,012)
(Under)/Over provision in prior year
- Current tax 132(258)
641(1,123)
(95)12
56(15)- Deferred tax
(126) (482) (83) 41
(14,244) (13,782) (9,267) (7,971)
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Profi t before taxation 35,018 26,798 35,536 28,804
Income tax at Malaysian statutory tax rate of 25% (8,754) (6,699) (8,884) (7,201)
Income not subject to tax 525 - - 1 , 7 1 1
Expenses not deductible for tax purposes (6,099) (7,088) (300) (2,522)
Utilisation of unabsorbed tax losses 274 427 - -
Deferred tax assets not recognised (335) (212) - -
Annual crystallisation of deferred tax on revaluation surplus 271 272 - -
(14,118) (13,300) (9,184) (8,012)
(Under)/Over provision in prior year (126) (482) (83) 41
(14,244) (13,782) (9,267) (7,971)
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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26. EARNINGS PER SHARE
GROUP
(a) Basic earnings per share
The basic earnings per share of the Group is calculated by dividing the profi t for the year attributable to owners of the parent by the weighted average number of ordinary shares in issue during the fi nancial year as follows:
(b) Diluted earnings per share
There are no diluted earnings per share as the Company does not have any convertible fi nancial instruments as at the end of the reporting period.
27. DIVIDEND
At the forthcoming Annual General Meeting, a fi rst and fi nal single tier dividend of 3.75 sen per share amounting to RM2,568,885 for the fi nancial year ended 30 September 2013 will be proposed for the shareholders’ approval. The fi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders will be accounted for in equity as an appropriation of retained profi ts in the fi nancial year ending 30 September 2014.
2013 2012
Profi t attributable to owners of the parent (RM’000) 20,780 13,022
Weighted average number of ordinary shares of RM1 each (’000) 68,504 68,504
Basic earnings per share (sen) 30.33 19.01
Diluted earnings per share (sen) 30.33 19.01
2013RM’000
2012RM’000
First and fi nal dividend of 5 sen per share less 25% tax in respect of the fi nancial year ended 30 September 2012 2,569 -
First and fi nal tax exempt dividend of 3 sen per share in respect of the fi nancial year ended 30 September 2011 - 2,055
2,569 2,055
Net dividend per ordinary share (sen) 3.75 3.00
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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28. EMPLOYEES BENEFITS EXPENSE
Directors’ remuneration for executive directors Included in the employees benefi ts expense of the Group and of the Company are executive directors’ remuneration as shown below:
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Directors of the Company
Executive directors
-Salaries 3,189 3,055 3,189 3,055
-EPF 383 367 383 367
-Fees 516 516 48 48
4,088 3,938 3,620 3,470
Directors of the subsidiaries
Executive directors
-Salaries 521 175 - -
-EPF 45 21 - -
-Fees 420 420 - -
986 616 - -
Benefi ts-in-kind
- executive directors of the Company 57 57 57 57
- non-executive directors of the Company 11 11 11 11
- executive directors of the subsidiaries 12 14 - -
80 82 68 68
5,154 4,636 3,688 3,538
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Salaries, wages, allowance and bonus 108,957 106,366 3,189 3,055
Directors’ fees 936 936 48 48
EPF 11,709 11,412 383 367
SOCSO 1,548 1,509 2 2
Other staff related expenses 2,372 2,105 - -
125,522 122,328 3,622 3,472
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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29. RELATED PARTY DISCLOSURES
(i) Related party transactions
(ii) Compensation of key management personnel
Key management personnel comprise the Board of Directors of the Company and of its subsidiaries.
Key management personnel are those persons including directors having authority and responsibility for planning, directing and controlling the activities of the Group and of the Company, directly or indirectly.
30. COMMITMENTS
(i) Capital commitments
(ii) Operating lease commitments (a) The Group as lessor
The Group has entered into cancellable commercial property leases to earn rental income from its investment properties and certain properties included under property, plant and equipment. These leases have an average tenure of 1 to 3 years with an option to renew. The tenants are required to give 2 months’ notice for the termination of these agreements. The Group does not have any contingent rental arrangements.
(b) The Group as lessee
The Group leases its premises under non-cancellable operating leases for its operations.
GROUP COMPANY
2013 2012 2013 2012
RM’000 RM’000 RM’000 RM’000
Salaries and other short-term employee benefi ts 5,389 4,871 3,887 3,737
GROUP
30.9.2013 30.9.2012 1.10.2011
RM’000 RM’000 RM’000
Contracted but not provided for:- Property, plant and equipment - 802 3,016
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Rental of premises charged by companies in which certain directors of the Company have interest 10,926 11,314 - -
Secretarial and share registration fees paid to companies in which an independent non-executive director of the Company has interest 18 18 18 18
Rental income from companies in which certain directors of the Company have interest 124 138 - -
Management fee from subsidiaries - - 2,821 2,775
Interest income from subsidiaries - - 7,452 5,652
Advance from subsidiaries - - 2,825 2,749
Advance to subsidiaries - - - 33,687
Repayment from subsidiaries - - 11,653 -
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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The leases have an average tenure of 15 years, with an option to renew. Increase in lease payments, if any, after the expiry dates, are negotiated between the Group and the lessors which will normally refl ect market rentals. None of the above leases includes contingent rentals.
The Group’s future aggregate minimum lease payments under these operating leases are as follows:
31. CONTINGENT LIABILITY (UNSECURED)
The corporate guarantee does not have a determinable effect on the terms of the credit facilities due to the bank’s requirement of the corporate guarantee as a pre-condition for approving the credit facilities granted to the subsidiaries. The actual terms of the credit facilities are likely to be the best indicator of “at market” terms and hence the fair value of the credit facilities are equal to the credit facilities amount received by the subsidiaries. As such, there is no value on the corporate guarantee to be recognised in the fi nancial statements.
32. SEGMENT ANALYSIS No segment analysis is prepared as the Group is primarily engaged in retail operations in Malaysia.
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Future minimum lease payments
- Not later than one year 2,418 3,347 664
- Later than one year but not later thantwo years
3,714 3,904 -
6,132 7,251 664
COMPANY
30.9.2013RM’000
30.9.2012RM’000
1.10.2011RM’000
Corporate guarantees in respect of banking facilities granted to subsidiaries- Limit 107,389 108,612 41,400
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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33. CATEGORIES OF FINANCIAL INSTRUMENTS
The table below provides an analysis of fi nancial instruments categorised as follows :
(i) Loans and receivables (“L&R”); (ii) Available-for-sale fi nancial assets (“AFS”); and (iii) Financial liabilities measured at amortised cost (“FL”).
Carryingamount L&R AFS FL
RM’000 RM’000 RM’000 RM’000
GROUP
30.9.2013
Financial assetsOther investments 20 - 20 -
Trade and other receivables 54,170 54,170 - -
Deposits with licensed banks 163,791 163,791 - -
Cash and bank balances 24,201 24,201 - -
242,182 242,162 20 -
Financial liabilitiesTrade and other payables 414,164 - - 414,164
Borrowings 224,571 - - 224,571
638,735 - - 638,735
30.9.2012
Financial assetsOther investments 17 - 17 -
Trade and other receivables 49,012 49,012 - -
Deposits with licensed banks 125,574 125,574 - -
Cash and bank balances 29,097 29,097 - -
203,700 203,683 17 -
Financial liabilitiesTrade and other payables 403,439 - - 403,439
Borrowings 256,744 - - 256,744
660,183 - - 660,1 83
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Carryingamount L&R AFS FL
RM’000 RM’000 RM’000 RM’000
1.10.2011
Financial assetsOther investments 2,345 - 2,345 -
Trade and other receivables 44, 112 44,112 - -
Deposits with licensed banks 75,773 75,773 - -
Cash and bank balances 26,304 26,304 - -
148,534 146,189 2,345 -
Financial liabilitiesTrade and other payables 387,812 - - 387,812
Borrowings 191,213 - - 191,213
579,025 - - 579,025
COMPANY
30.9.2013
Financial assetsOther receivables 11 11 - -
Amount due from subsidiaries 192,929 192,929 - -
Deposits with licensed banks 10,500 10,500 - -
Cash and bank balances 1,242 1,242 - -
204,682 204,682 - -
Financial liabilitiesOther payables 1,056 - - 1,056
Amount due to subsidiaries 178,588 - - 178,588
Borrowings 165,677 - - 165,677
345,321 --
345,321
30.9.2012
Financial assetsOther receivables 10 10 - -
Amount due from subsidiaries 255,462 255,462 - -
Cash and bank balances 1,122 1,122 - -
256,594 256,594 - -
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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34. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES
The Group’s fi nancial risk management policy seeks to ensure that adequate resources are available for the development of the Group’s business whilst managing its credit risk, liquidity risk and interest rate risk. The Group operates within clearly defi ned guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.
34.1 Credit risk
Credit risk refers to the risk that the counterparty will default on its contractual obligations resulting in fi nancial loss to the Group and to the Company. The Group’s exposure to credit risk arises principally from its trade and other receivables. The Company’s exposure to credit risk arises principally from advances to its subsidiaries and fi nancial guarantees given.
34.1.1 Trade receivables
The Group’s retail sales are conducted in cash and credit cards. The payments from the credit cards issuing banks are normally made in 3 days. The Group also lets out its properties for rental and tenants are given 7 days credit term.
The payments of rental by the tenants are monitored on an on-going basis with the result that the Group’s exposure to bad debts is not signifi cant.
Carryingamount L&R AFS FL
RM’000 RM’000 RM’000 RM’000
Financial liabilitiesOther payables 1,217 - - 1,217
Amount due from subsidiaries 226,643 - - 226,643
Borrowings 193,618 - - 193,618
421,478 - - 421,478
1.10.2012
Financial assetsOther receivables 50 50 - -
Amount due from subsidiaries 230,806 230,806 - -
Cash and bank balances 918 918 - -
231,774 231,774 - -
Financial liabilitiesOther payables 1,468 - - 1,468
Amount due to subsidiaries 239,771 - - 239,771
Borrowings 179, 1 17 - - 179, 1 17
420,356 - - 420,356
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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The ageing of trade receivables and accumulated impairment losses of the Group is as follows:
Trade receivables that are neither past due nor impaired are creditworthy customers with good payment record with the Group. None of the Group’s trade receivables that are neither past due nor impaired have been renegotiated during the fi nancial year.
Total impairment loss relates to customers that have fi nancial diffi culties and have defaulted in repayment.
The net past due receivables amounting to RM270,000 (30.9.2012: RM571,000; 1.10.2011: RM562,000) are not impaired as the management is of the view that these debts will be recovered in due course.
As at the end of the reporting period, the Group has no signifi cant concentration of credit risks.
34.1.2 Financial guarantees
The Company provides unsecured fi nancial guarantees to licensed banks in respect of banking facilities granted to its subsidiaries as disclosed in Note 31.
The Company monitors on an ongoing basis the results of the subsidiaries and their repayments made. As at the end of the reporting period, there was no indication that these subsidiaries would default on repayment
30.9.2012
Not past due 1,312 - 1,312
1 to 30 days past due 97 - 97
31 to 60 days past due 13 - 13
Past due more than 60 days 1,434 (973) 461
1,544 (973) 571
2,856 (973) 1,883
Gross Impairment Net
RM’000 RM’000 RM’000
30.9.2013
Not past due 630 - 630
1 to 30 days past due 53 - 53
31 to 60 days past due 26 - 26
Past due more than 60 days 1,198 (1,007) 191
1,277 (1,007) 270
1,907 (1,007) 900
1.10.2011
Not past due 252 - 252
1 to 30 days past due 187 - 187
31 to 60 days past due 104 - 104
Past due more than 60 days 1,531 (1,260) 271
1,822 (1,260) 562
2,074 (1,260) 814
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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34.1.3 Intercompany balances
The Company provides advances to its subsidiaries. The Company monitors the results of the subsidiaries regularly.
The maximum exposure to credit risk is represented by its carrying amount in the Company’s statement of fi nancial position.
As at the end of the reporting period, there was no indication that the advances to those subsidiaries are not recoverable. The Company does not specifi cally monitor the ageing of the advances to subsidiaries.
34.2 Liquidity risk
Liquidity risk is the risk that the Group and the Company will not be able to meet their fi nancial obligations as and when they fall due. The Group and the Company actively manage their debt maturity profi le, operating cash fl ows and availability of funding so as to ensure that all repayment and funding needs are met. As part of its overall prudent liquidity management, the Group and the Company maintain suffi cient levels of cash and cash equivalents to meet their working capital requirements.
The table below summarises the maturity profi le of the Group’s and the Company’s fi nancial liabilities as at the end of the reporting period based on the undiscounted contractual payments:
Carryingamount
Contractualcash fl ows
Withinone year
More than one year and less
than two years
More than two years and less than fi ve years
More thanfi ve years
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
GROUP
30.9.2013
Interest bearing
borrowings 224,571 224,571 32,037 31,931 95,855 64,748
Trade and other payables 414,164 414,164 414,164 - - -
638,735 638,735 446,201 31,931 95,855 64,748
30.9.2012
Interest bearing
borrowings 256,744 260,141 32,467 32,310 96,597 98,767
Trade and other payables 403,439 403,439 403,439 - - -
660,183 663,580 435,906 32,310 96,597 98,767
1.10.2011
Interest bearing
borrowings 191,213 194,838 59,124 53,259 66,357 16,098
Trade and other payables 387,812 387,812 387,812 - - -
579,025 582,650 446,936 53,259 66,357 16,098
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Carryingamount
Contractualcash fl ows
Withinone year
More than one year and less
than two years
More than two years and less than fi ve years
More thanfi ve years
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
COMPANY
30.9.2013
Other payables 1,056 1,056 1,056 - - -
Intercompany balances 178,588 178,588 178,588 - - -
Interest bearing borrowings 165,677 165,677 27,941 27,941 83,822 25,973
345,321 345,321 207,585 27,941 83,822 25,973
30.9.2012
Other payables 1,217 1,217 1,217 - - -
Intercompany balances 226,643 226,643 226,643 - - -
Interest bearing borrowings 193,618 193,618 27,941 27,941 83,822 53,914
421,478 421,478 255,801 27,941 83,822 53,914
1.10.2011
Other payables 1,468 1,468 1,468 - - -
Intercompany balances 239,771 239,771 239,771 - - -
Interest bearing borrowings 179, 1 1 7 179,117 52,698 52,698 64,913 8,808
420,356 420,356 293,937 52,698 64,913 8,808
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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34.3 Interest rate risk The Group’s fi xed rate instruments are exposed to a risk of change in their fair value due to changes in interest rates. The Group’s fl oating rate instruments are exposed to a risk of change in cash fl ows due to changes in interest rates.
The interest rate profi le of the Group’s and of the Company’s interest bearing fi nancial instruments based on the carrying amounts as at the end of the reporting period are as follows:
Sensitivity analysis for fi xed rate instruments
The Group does not account for any fi xed rate fi nancial liabilities at fair value through profi t or loss, and the Group does not designate derivatives as hedging instruments under a fair value hedge accounting model. Therefore, a change in interest rates at the end of the reporting period would not affect profi t or loss.
Sensitivity analysis for variable rate instruments
An increase of 25 basis point at the end of the reporting period would have reduced profi t before taxation of the Group and of the Company by RM598,000 (2012: RM473,000) and RM440,000 (2012: RM613,000) respectively and a corresponding decrease would have an equal but opposite effect. This analysis assumes that all other variables remain constant.
34.4 Capital management
The primary objective of the Group’s capital management policy remains unchanged and is to maintain a strong capital base to support its businesses and maximise shareholders’ value.
The Group manages its capital structure and makes adjustments to it in the light of changes in economic conditions or expansion of the Group. The Group may adjust the capital structure by issuing new shares, returning capital to shareholders or selling assets to reduce debts. No changes were made in the objective, policy and process during the fi nancial year under review and the previous fi nancial period.
The lending banks of the Company have imposed a debt covenant that requires the Company to maintain a debt service coverage ratio (“DSCR”) of 1.5 times. The DSCR is defi ned as consolidated available cash fl ow to the aggregate of debt payment (principal plus interest) due by the Group for the past twelve months.
30.9.2013 30.9.2012 30.9.2011
RM’000 RM’000 RM’000
GROUP
Fixed rate instruments Financial assets 163,791 125,574 75,773
Floating rate instrumentsFinancial liabilities 224,571 256,744 191,213
COMPANY
Fixed rate instruments Financial assets 110,382 111,740 78,133
Floating rate instrumentsFinancial liabilities 165,677 193,618 179,117
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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The DSCR of the Group during the fi nancial year under review is as follows:
Based on the computation above, the Company has fulfi lled the debt covenant requirement imposed by the banks.
35. FAIR VALUE OF FINANCIAL INSTRUMENTS
The carrying amounts of fi nancial assets (other than investments in unquoted shares) and fi nancial liabilities of the Group and of the Company as at the end of the reporting period approximate their fair values, either due to their short-term nature or that they are fl oating rate instruments that are re-priced to market interest rates on or near the end of the reporting period.
The unquoted shares are carried at cost as it is not practicable to reasonably estimate their fair values due to lack of comparable quoted market prices and available market data for valuation. Therefore, these investments are carried at their original costs less any allowance for diminution in value.
35.1 Fair value hierarchy
The table below analyses fi nancial instruments that are measured subsequent to initial recognition at fair value, group into Levels 1 to 3 based on the degree to which the fair value is observable.
Level 1 Quoted prices (unadjusted) in active markets for identical assets and liabilities.
Level 2 Inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).
Level 3 Inputs for the asset and liability that are not based on observable market data (unobservable inputs).
GROUP
2013RM’000
2012RM’000
Net cash fl ow from operations and other activities (A)
Opening balance of cash and cash equivalents 153,260 100,549
Net cash infl ow/(outfl ow) from operating activities (excluding interest paid) 93,254 85,423
Net cash infl ow/(outfl ow) from investing activities (excluding capital expenditure fi nanced through banking facilities) (12,802) (12,333)
Net proceeds from bank borrowings - 247, 127
Dividends paid (2,569) (2,055)
231,143 418, 7 1 1
Net cash fl ow from fi nancing activities (B)
Interest paid 12,386 13,447
Repayment of bank borrowings 32,173 181,596
44,559 195,043
DSCR: (A) / (B) 5.19 2.15
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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36. SUBSEQUENT EVENT
The Company had on 27 December 2013 entered into a conditional share sale agreement (“SSA”) with Goldleaf Synergy Sdn. Bhd. for the proposed disposal of 100,000 ordinary shares of RM1.00 each (“Sales Shares”) representing 100% of the issued and paid-up share capital in SB Mall Sdn. Bhd. (“SBM”), for a cash consideration of RM4,500,000 for the Sales Shares and the proposed settlement of inter-company advances owing by SBM to the Company’s subsidiary, The Store (Malaysia) Sdn. Bhd. amounting to RM16,968,110 as at 30 November 2013 or any lesser amount as at the completion date of the SSA.
As at the date of this report, the disposal is not yet completed pending the fulfi lment of certain conditions precedent.
37. EXPLANATION OF TRANSITION TO MFRSs
As stated in Note 2.4 to the fi nancial statements, this is the fi rst fi nancial statements of the Group and of the Company prepared in accordance with MFRSs.
The transition to MFRSs does not have any fi nancial impact to the fi nancial statements of the Company.
In preparing the opening consolidated statement of fi nancial position at 1 October 2011, the Group has adjusted certain amounts reported previously in fi nancial statements prepared in accordance with previous FRSs. An explanation of how the transition from previous FRSs to MFRSs has affected the Group’s fi nancial statements is set out as follows:
(i) Property, plant and equipment - Deemed cost exemption
Under FRSs, the Group measured certain of its land and buildings at valuation. The last valuation was carried out in 2008. Upon transition to MFRSs, the Group has elected to measure all its property, plant and equipment using the cost model under MFRS 116 Property, Plant and Equipment. At the date of transition to MFRSs, the Group elected to apply the optional exemption to use the previous revaluation of the said assets, adjusted for depreciation, if any, as deemed cost under MFRSs.
(ii) Investment properties - Deemed cost exemption
The Group has previously adopted the fair value model for its investment properties in accordance with FRS 140 Investment Property. Fair values is arrived at by reference to the market evidence of transaction prices for similar properties and is derived based on directors’ valuation by reference to the existing market condition. Any gains or losses arising from changes in fair values are recognised in profi t or loss in the year they arise.
Level 1 Level 2 Level 3 Total
RM’000 RM’000 RM’000 RM’000
30.9.2013
Available-for-sale fi nancial assets
Investment in quoted shares 15 - - 15
30.9.2012
Available-for-sale fi nancial assets
Investment in quoted shares 12 - - 12
1.10.2011
Available-for-sale fi nancial assets
Investment in quoted shares 11 - - 11
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Upon transition to MFRS, the Group has elected to measure all its investment properties using the cost model under MFRS 140 Investment Property. At the date of transition to MFRS, the Group elected to regard the fair value of its investment properties at transition date amounted RM70,196,301 as the deemed cost as this amount was broadly comparable to their fair value at that date. This has resulted in additional depreciation charge of RM647,043 on the investment properties for the fi nancial year ended 30 September 2012.
(iii) Foreign currency translation differences
Under the FRSs framework, the Group recognised foreign currency translation differences in other comprehensive income and accumulated the amount in the foreign translation reserve in equity.
Upon transition to MFRSs, the Group has elected to deem all foreign currency translation differences that arose prior to the date of transition in respect of its foreign subsidiaries to be nil at the date of transition.
The impact arising from the change is summarised as follows:
Other than the above, the transition to MFRSs did not have any other impact to the comparative amount reported in the Group’s fi nancial position for the current fi nancial year.
FRSs
Effect oftransitionto MFRSs MFRSs
RM’000 RM’000 RM’000
Consolidated Statement of Financial Position
At 1 October 2011
Revaluation reserve 65,437 (65,437) -
Foreign translation reserve 447 (447) -
Retained profi ts 283,440 65,884 349,324
At 30 September 2012
Investment properties 125,772 (647) 125,125
Revaluation reserve 65,075 (65,075) -
Foreign translation reserve 71 9 (447) 272
Retained profi ts 295,416 64,875 360,291
Consolidated Statement of Comprehensive Income for the fi nancial year ended 30 September 2012
Administrative and general expenses 134,194 647 134,841
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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38. DISCLOSURES OF REALISED AND UNREALISED PROFITS/LOSSES The breakdown of retained profi ts of the Group and of the Company as at the end of the reporting period has been prepared by the Directors in accordance with the directives from Bursa Malaysia Securities Berhad stated above and the Guidance on Special Matter No. 1 - Determination of Realised and Unrealised Profi ts or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants are as follows:
GROUP COMPANY
2013RM’000
2012RM’000
2013RM’000
2012RM’000
Total retained profi ts of the Company and its subsidiaries :
- Realised 625,384 491,761 195,634 171,955
- Unrealised (7,504) (8,427) (178) (199)
617,880 483,334 195,456 171,756
Less : Consolidation adjustments (239,378) (123,043) - -
Total retained profi ts as per statements offi nancial position
378,502 360,291 195,456 171,756
Notes To The Financial StatementsFor The Financial Year Ended 30 September 2013
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Approx.age of
buildings(years)
Tenure(years ofexpiry)
Land Areas(Built-up
area)
1
2
5
6
7
8
9
10-
Freehold
Freehold
Freehold
Freehold
Freehold
11
16
18
22
43
21
42
Leasehold99 years
(22.8.2070)
Leasehold99 years
(28.4.2071)
Leasehold99 years
(13.1.2091)
Jurus Kota Sdn Bhd. PT No. 9264, 9265 & Lot No. 10538,Mukim Pengkalan Kundor,Kedah Darul Aman, Daerah Kota Setar
Pacific Hypermarket PropertiesSdn BhdParcel B888, Basement Floor, Megamal, Jalan Baru Prai, Mukim 1, Province Wellesley Central, Penang
The Store (Malaysia) Sdn BhdP.T.No.479, Town of Teluk Intan,District of Hilir Perak, State of Perak
Fajar Supermarket Sdn BhdP.T. Nos 16743 to 16757, Town of Sitiawan,District of Manjung, State of Perak
The Store Corporation BhdLot 328, Jalan 51A/223, Sek. 51A 46100 Petaling Jaya, Selangor
The Store (Malaysia) Sdn BhdGeran 35320, Lot 9164N, Mukim Bandar Ipoh,District of Kinta, Jalan Dato' Onn Jaafar,30300 Ipoh, Perak
The Store Corporation BhdQ.T.(R) 6366 L.O. Lot 9A, Jalan 223,Petaling Jaya, Selangor
Tanjung Segi Sdn BhdLot No.198, 199, 200, 201, 336,Bandar KB VIII, Melaka
296,532 sq. ft 13.2.2008 (A) 176,000
30.3.2007(V) 77,125198,706 sq. ft.
Date ofAcquisition(A)/
Valuation(V)
2 storey commercialcomplex / business
operation
Commercial unitswithin a
5-commercialcentre / business
operation
4 storey shoppingcomplex with
basement & rooffloor / business
operation
3 storey shoppingcomplex / business
operation
4-storey officebuilding with
basement car park /office
5 storey shoppingcomplex / business
operation
Double storeyindustry building /
office
Vacant Land /Car Park
4Freehold16
Bigever Properties Sdn BhdParcel G888 & 1888, Ground & First Floor,Megamal, Jalan Baru Prai, Mukim 1, Province Wellesley Central, Penang
Commercial unitswithin a
5-commercialcentre / business
operation
111,640 sq ft 43,99330.3.2007(V)
3Leasehold
99 years
(30.12.2086)
26
The Store (Malaysia) Sdn BhdPT 36315, Pekan Baru Sungai Buloh,District of Petaling and State of Selangor.
4 storey shoppingcomplex with a
basement leve l/business operation
114,130 sq ft(491,049 sq ft)
69,67614.9.2012(A)
37,92044,433 sq. ft. 13.10.2006 (A)
13.10.2006(A)25,827 sq. ft 23,240
14.1.1992 (A)
2.11.2001 (A)
02.04.2010
25.6.2010 (A)64,562 sq ft(100,928 sq ft)
20,317
20,000 sq. ft.
65,340 sq ft(32,000 sq ft)
95,104 sq. ft.
14,794
6,997
5,650
Description/Existing use
NBVas at
30.9.13RM'000
Registered Owner/Location
List Of Material Properties
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SHARE CAPITAL
Authorised Share Capital : RM88,000,000Issued & Paid-Up Capital : RM68,503,602Class of Shares : Ordinary Shares of RM1.00 eachVoting Rights : One Vote per shareholder on a show of hands One vote per Ordinary Share on a poll
DISTRIBUTION OF SHAREHOLDING
Holdings No. of Holders % Total Holdings % Less than 100 shares 56 4.53 2,004 0.00100 to 1,000 139 11.24 67,805 0.101,001 to 10,000 909 73.48 1,986,458 2.9010,001 to 100,000 96 7.76 2,597,220 3.79100,001 to less than 5% of issued shares 35 2.83 48,947,285 71.455% and above of issued shares 2 0.16 14,902,830 21.76
TOTAL 1,237 100.00 68,503,602 100.00
SUBSTANTIAL SHAREHOLDERSas at 5 February 2014
Name of shareholders No. of Shares held
Direct % Deemed %
1. Tan Sri Dato’ Sri Tang Yeam Soon (“TSDSTYS”) 3,028,300 4.42 16,269,030* 23.75
2. Puan Sri Datin Sri Khor Guik Lee (“PSDSKGL”) 1,366,200 1.99 17,931,130@ 26. 18
3. Equatorial Century Sdn Bhd (“ECSB”) 14,902,830 21.75 - -
4. Berjaya Philippines Inc 3,030,000 4.42 - -
5. Tan Sri Dato’ Seri Vincent Tan Chee Yioun 1,898,600 2.77 5,347,800^ 7.80
6. Juara Sejati Sdn Bhd 3,913,100# 5 .7 1
7. Berjaya Group Berhad - - 3,913,100# 5 .7 1
8. Berjaya Corporation Sdn Bhd - - 3,913,100# 5 .7 1
DIRECTORS’ SHAREHOLDINGas at 5 February 2014
No. of Shares held
Direct % Deemed %
1. Tan Sri Dato’ Sri Tang Yeam Soon 3,028,300 4.42 16,269,030* 23.75
2. Puan Sri Datin Sri Khor Guik Lee 1,366,200 1.99 17,931 ,130@ 26.18
3. Chang Yen Huei 1,100 0.00 2,640,000& 3.85
4. Kam Teh Chung 352,955 0.52 - -
5. Dato’ Dr Haji Kardin bin Shukor 11,000 0.02 - -
Notes:
* Deemed interested by virtue of his major shareholdings in ECSB pursuant to Section 6(A) of the Act and through his wife, PSDKGL @ Deemed interested by virtue of her major shareholdings in ECSB pursuant to Section 6(A) of the Act and through her husband, TSDTYS& Deemed interested by virtue of his substantial shareholding in Advance Ultimate Sdn Bhd pursuant to Section 6(A) of the Act ^ Deemed interested by virtue of his substantial shareholdings in Premier Merchandise Sdn Bhd, Prime Credit Leasing Sdn Bhd and Berjaya Philippines Inc. pursuant to Section 6(A) of the Act# Deemed interested by virtue of its interest in Berjaya Philippines Inc. and Prime Credit Leasing Sdn Bhd pursuant to Section 6(A) of the Act
Analysis Of Shareholdingsas at 5 February 2014
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NAME & ADDRESS OF SHAREHOLDERS No. Of Shares held % 1. EQUATORIAL CENTURY SDN BHD 10,513,830 15.35
2. KAF NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Equatorial Century Sdn Bhd 4,389,000 6.41 3. MIDF AMANAH INVESTMENT NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Megastar Ventures Sdn Bhd 3,420,000 4.99 4. SURPLUS-ED CAPITAL SDN BHD 3,41 1 ,400 4.98 5. NICETRADE CAPITAL SDN BHD 3,274,700 4.78 6. HDM NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Amlied Holdings Sdn Bhd 3,190,000 4.66 7. KAF NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Priority Prospect Sdn Bhd 3,072,300 4.48
8. INTER-PACIFIC EQUITY NOMINEES (ASING) SDN BHD for Berjaya Philippines Inc 3,030,000 4.42 9. TAN SRI DATO’ SRI TANG YEAM SOON 2,951 ,300 4.31 10. ADVANCE ULTIMATE SDN BHD 2,640,000 3.85 11. MAYBAN NOMINEES (TEMPATAN) SDN BHD Pledged securities account for BBC Capital Sdn Bhd 2,304,910 3.36 12. ABB NOMINEE (TEMPATAN) SDN BHD Pledged securities account for Vincent Tan Chee Yioun (Berjaya VTCY) 1,898,600 2.77 13. NUSRAYA HOLDINGS SDN BHD 1,827,300 2.67 14. HDM NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Perspektif Bakti Sdn Bhd 1,761 ,590 2.57
15. PAN PROSPERITY HOLDINGS SDN BHD 1,673, 150 2.44 16. HDM NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Pan Prosperity Holdings Sdn Bhd 1,651 ,400 2.41 17. PERSPEKTIF BAKTI SDN BHD 1,605,100 2.34 18 PREMIER MERCHANDISE SDN BHD 1,434,700 2.09 19. KHOR GUIK LEE 1,329,900 1.94 20. MAYBAN NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Azam Spektrum Sdn Bhd 1,276,400 1.86 21. MAYBAN NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Pancaran Kurnia Sdn Bhd 1,233,000 1.80 22. INTER-PACIFIC EQUITY NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Arsam Bin Damis 885,000 1.29
23. MALAYSIA NOMINEES (TEMPATAN) SENDIRIAN BERHAD For Great Eastern Life Assurance (Malaysia) Berhad 630,600 0.92 24. PUBLIC NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Surinder Singh a/l Wassan Singh 567,000 0.83 25. CIMB GROUP NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Prime Credit Leasing Sdn Bhd 489,700 0. 71
List Of Thirty Largest Shareholdersas at 5 February 2014
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NAME & ADDRESS OF SHAREHOLDERS No. Of Shares held %
26. WONG YEE CHOO 486,200 0.71 27. INTER-PACIFIC EQUITY NOMINEES (TEMPATAN) SDN BHD Pledged securities account for Fabulous Channel Sdn Bhd 417,000 0.61
28. TAN KIM KEE @ TAN KEE 401,800 0.59 29. PRIME CREDIT LEASING SDN BHD 393,400 0.57
30. KAM TEH CHUNG 352,955 0.52
List Of Thirty Largest Shareholders (cont’d)as at 5 February 2014
PROXY FORM
THE STORE CORPORATION BERHAD(Incorporated In Malaysia)
(252670-P)
I /We (full name) ___________________________________________________________________________________________________
of (full address) _____________________________________________________________________________________________________
being a member(s) of THE STORE CORPORATION BERHAD (252670-P), hereby appoint
(full name)_________________________________________________________________________________________________________
and/or_____________________________________________________________________________________________________________or failing him/her, the Chairman of the Meeting as my/our proxy, to vote for me/us and on my/our behalf at the Twenty-First (21st)Annual General Meeting of the Company to be held at Crown Hall 1, Level 1, The Crystal Crown Hotel Petaling Jaya, No. 12, Lorong Utara A, Off Jalan Utara, 46200 Petaling Jaya, Selangor on Friday, 28 March 2014 at 10.00 a.m or at any adjournment thereof, and to vote asindicated below :
Please indicate with an ‘X’ in the space below how you wish your votes to be cast.(If you do not do so, your Proxy will vote or abstain from voting at his/her discretion).
RESOLUTION FOR AGAINST
1. Payment of First and Final Dividend
2. Payment of Directors’ Fees
3. Re-election of Director: Mr Lim Gin Chuan
4. Re-election of Director: Mr Kam Teh Chung
5. Re-election of Director: Tan Sri Dato’ Sri Tang Yeam Soon
6. Re-election of Dato’ Dr. Haji Kardin bin Haji Shukor under Section 129 (6) of the Companies Act, 1965
7. Re-appointment of auditors
8. Proposed retention of Independent Director : Dato’ Sri Md Kamal bin Bilal
9. Proposed retention of Independent Director : Dato’ Dr Haji Kardin bin Haji Shukor
10. Proposed retention of Independent Director : Yeoh Chong Keng
11. Proposed retention of Independent Director : Lim Gin Chuan
12. Authority under Section 132D of the Companies Act, 1965
13. Proposed Renewal of shareholders’ authority for the Company to purchase of its own shares
14. Proposed shareholders’ mandate for recurrent related party transactions of revenue nature.
As witness my/our hands this _________ day of ___________________ 2014
The proportion of my/our holding to be represented by my/our proxy(ies) is/are as follows:
Number of Shares/%
First Proxy
Second Proxy
Total ____________________________________ Signature/common seal of Shareholder(s)Note : Members Entitled To Attend For purpose of determining who shall be entitled to attend this meeting, only members whose names appear on the Record of Depositors as at24 March 2014 shall be entitled to attend, speak and vote at this meeting.
Appointment of Proxy i) A member is entitled to appoint not more than two proxies to attend at the same meeting. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifi es the proportion of his shareholdings to be represented by each proxy.ii) For a member which is an Exempt Authorised Nominee, as defi ned under Securities Industries (Central Depositors) Act, 1991, there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each omnibus account it holds. iii) A proxy need not be a member of the Company and the provisions of Section 149(1) (b) of the Companies Act, 1965 shall not apply to the Company. iv) If the appointer is a corporation, the form must be under its Common Seal or under the hand of an offi cer or attorney duly authorised.v) The instrument appointing a proxy must be deposited at the Company’s Registered Offi ce at Plaza 138, Suite 18.03, 18th Floor, 138 Jalan Ampang, 50450 Kuala Lumpur not less than 48 hours before the time appointed for holding the meeting.
FIRST FOLD
SECOND FOLD
Stamp
The Company Secretary
THE STORE CORPORATION BERHADPlaza 138, Suite 18.03,
18th Floor, 138, Jalan Ampang,50450 Kuala Lumpur
