HARTA-Annual Report 2014 PDF
HARTA-Annual Report 2014 PDF
HARTA-Annual Report 2014 PDF
ONTENTS
Corporate & Management Overview
8Annual
th
General
Meeting
26 August 2014
Industry Firsts
Financial Summary
Corporate Information
Media Milestones
10
Profile of Directors
12
18
28
Calendar of Events
32
34
45
49
53
156
List of Properties
158
Analysis of Shareholdings
160
Analysis of Warrants
164
168
172
Proxy Form
173
NDUSTRY FIRSTS
FIRST to develop polymer-coated powder-free examination gloves in 1994 and among the first to
receive FDA 510k to market low protein latex gloves
FIRST Malaysian company to develop and implement a robotic glove stripping system in 1995,
which mimics the human hand motion to strip gloves off from the production lines
FIRST to commercially produce high-stress-relaxation NBR examination and surgical gloves in
2002 and 2006 respectively
FIRST in the industry to use industrial bar-coding and RFID Tags for product traceability and stock
management
FIRST recipient of the Inaugural Award for Best Factory in 2005 in commodity-based industries by
the Malaysian Government
FIRST recipient of the Inaugural Award for Innovation in 2005 by the Rubber Research Institute of
Malaysia
FIRST in the industry to use empty oil palm fruit bunches as biomass fuel to generate heat for
production processes
FIRST in the industry to have successfully registered our biomass energy plants with the United
Nations Framework Convention on Climate Change (UNFCCC) or KYOTO Protocol
FIRST biomass energy plant in Malaysia registered with the United Nations Framework Convention
on Climate Change (UNFCCC) or KYOTO Protocol, that is in operation and running mainly
on empty oil palm fruit bunches
FIRST to commission high-capacity production lines operating at a record speed of 45,000 pieces
of gloves per hour, setting a new benchmark for the industry
FIRST in the world to develop and implement successful double former production line with
sophisticated process controls
EC-Certificate
CE Marking
Medical Device Licence Health Canada
Canadian General
Standard Board Certificate
U.S. Food and Drug
Administration 510(k)
HE HARTALEGA NITRILE
GLOVE STORY
Commenced R&D on
production technology
Focused on effective
Commenced R&D on elastic
thin nitrile glove
production
Overcame technology,
property barriers
the industry
2002
2005
2003
2007
Competitor launched a 4.2g
nitrile glove
Hartalega responded with the
Hartalegas
nitrile
glove
production increased by
30-fold
2008
2010
2011
2012
2013
gloves
Nitrile sales increased
59 times over a period of
seven years
Jubilee Celebration of
Hartalega
in the industry
Manufacturing Complex
worldwide
10,513
9,414
7,752
5,947
Successfully remodelled
company into a major
nitrile glove producer
with 90% of sales in
nitrile gloves
Nitrile glove sales
(pieces) increased by
14-fold in 7 years
Pioneered switching
momentum from natural
4,348
3,077
1,482
732
FY2014
FY2013
FY2012
FY2011
FY2010
FY2009
FY2008
FY2007
INANCIAL SUMMARY
308.9
304.1
1107.0
1032.0
931.1
258.4
734.9
242.8
571.9
177.8
443.2
95.5
257.6
FY2014
Profit
Before Tax
(RM Million)
FY2014
FY2013
FY2012
FY2011
FY2010
Revenue
(RM Million)
FY2009
FY2008
FY2014
FY2013
FY2012
FY2011
FY2010
FY2009
FY2008
76.0
Profit
After Tax
(RM Million)
233.3
233.6
31.39
31.88
201.4
190.3
27.65
26.18
143.1
19.66
84.5
17.44
FY2013
FY2012
FY2011
FY2010
69.6
FY2009
Earnings
Per Share *
(Sen)
FY2008
FY2014
FY2013
FY2012
FY2011
FY2010
FY2009
FY2008
15.97
Price Movement
1900
8.00
7.50
1850
7.00
1800
6.50
1750
6.00
1700
5.50
1650
5.00
1600
2013
4.50
2014
Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar
ORPORATE INFORMATION
BOARD OF DIRECTORS
Kuan Kam Hon @ Kwan Kam Onn
Chuah Phaik Sim
Dato Mohamed Zakri bin Abdul Rashid
Kuan Mun Keng
Kuan Mun Leong
Liew Ben Poh
Danaraj A/L Nadarajah
Dato Tan Guan Cheong
Executive Chairman
Independent Non-Executive Director
Senior Independent Non-Executive Director
Non-Independent Executive Director
Managing Director
Independent Non-Executive Director
Non-Independent Executive Director
Independent Non-Executive Director
AUDIT COMMITTEE
FACTORY
REMUNERATION COMMITTEE
PRINCIPAL BANKERS
Chairman
Member
Member
NOMINATION COMMITTEE
Dato Mohamed Zakri bin Abdul Rashid Chairman
Chuah Phaik Sim
Member
Liew Ben Poh
Member
AUDITORS
Deloitte & Touche (AF 0834)
Level 16, Menara LGB
ESOS COMMITTEE
Kuan Vin Seung
Kuan Mun Leong
Kuan Mun Keng
Yong Pat Chau
Chairman
Member
Member
Member
REGISTRAR
COMPANY SECRETARIES
REGISTERED OFFICE
STOCK EXCHANGE
Main Market of Bursa Malaysia
CORPORATE OFFICE
Securities Berhad
EDIA MILESTONES
Sinar Harian,
13 Apr 2013
10
MEDIA MILESTONES
Berita Harian,
13 Nov 2013
The Star,
5 Oct 2013
Berita Harian,
13 Jun 2013
11
ROFILE OF DIRECTORS
12
PROFILE OF DIRECTORS
Kuan Kam Hon @ Kwan Kam Onn, aged 67, was appointed as Executive Chairman and Managing Director
on May 7, 2007. He stepped down as Managing Director on November 16, 2012, and continues to play
an integral role in the Group as Executive Chairman. Kuan Kam Hon is primarily responsible for the overall
business, strategic planning and entire operations of the Group, including research and development. He
began his career in the building and construction sector in 1969 under Kuan Yuen & Sons Company, a wellknown quality homebuilder in the 70s specialising in upper-class residential units in the Klang Valley. In 1978,
he started Timol Weaving Sdn Bhd, one of the pioneers in woven labels and badges. In 1981, he formed
Hartalega Sdn Bhd. Under his leadership, Hartalega Sdn Bhd has since become a reputable manufacturer of
latex gloves in the industry and is now a public listed company on the Main Board of Bursa Malaysia Securities
Berhad, known as Hartalega Holdings Berhad. He has established a set of management values that is qualitydriven and encourages creativity and innovation to produce highly-skilled personnel. He presently sits on the
Board of several other private limited companies as well.
Dato Mohamed Zakri bin Abdul Rashid, aged 71, was appointed as Independent Non-Executive Director
on May 7, 2007, and sits on the Audit Committee. Dato Mohamed Zakri was appointed to Hartalega Sdn
Bhds Board on November 27, 1998, as a Non-Executive Director. He was subsequently appointed as Senior
Independent Non-Executive Director, effective August 7, 2012. He holds a Bachelor of Arts Degree with
Honours and a Diploma in Public Administration from Universiti Malaya. He also holds a Masters Degree in
Public Administration from the University of Southern California, USA. He retired from Government service in
1998 as Director General of the Department of Immigration of Malaysia after having served the department for
more than four years. Previously, he served the Government in various capacities in the Ministry of Transport,
Ministry of Finance and the Prime Ministers Department for more than 30 years.
13
PROFILE OF DIRECTORS
Dr Danaraj
A/L Nadarajah
Non-Independent
Executive Director,
Malaysian
Dr Danaraj A/L Nadarajah (Dr N Danaraj), aged 60, was appointed as a Non-Independent Executive
Director/Corporate Advisor on July 4, 2011. His management duties include oversight of Hartalegas own
brand business in USA, China and India. He is also a joint venture partner with Hartalega in China and
India. Dr N Danaraj has been an entrepreneur for over 15 years in China and Malaysia as a manufacturer of
toys. Prior to joining Hartalega he had short assignments as a Senior Fellow at Khazanah Nasional and as a
Technical Advisor to the National Economic Advisory Council and the Innovation Unit in the Prime Ministers
Office. He holds a Doctor of Philosophy from Oxford University, a Masters in Public Policy/Economics from
Harvard University, a Post-Graduate Management Diploma from INTAN, and a Masters and Bachelor of
Arts with Honours from the University of Malaya. Dr N Danaraj began his career with the Government in the
Malaysian Administrative and Diplomatic Service, including postings in the Ministries of Finance and Human
Resources. He has worked in the United Nations University, Tokyo, as well as a Visiting Scholar at Hitoshibashi
University, Tokyo, Head of Business Research at the Malaysian Institute of Economic Research and Professor of
Business Strategy at University of Monaco.
Dato Tan
Guan Cheong
Independent
Non-Executive Director,
Malaysian
Dato Tan Guan Cheong, aged 70, was appointed as an Independent Non-Executive Director on December
31, 2011. He holds a Bachelor of Commerce degree from Otago University, New Zealand, majoring in
economics, marketing management and accountancy. He is a Chartered Accountant and a member of the
Malaysian Institute of Accountants since 1983. He has worked in international audit firm Coopers & Lybrand
(now known as PricewaterhouseCoopers) in New Zealand and Malaysia. Dato Tan has wide working experience
in the financial services industry and has served in various senior capacities. He joined Orix Leasing Malaysia
Bhd, an international diversified financial services institution, in 1976 as a financial and accounting controller.
Dato Tan rose to become the Managing Director in 1988 and held this position until his retirement. Dato Tan
is a member of the Audit Committee and the Remuneration Committee. He is also a Director of Kian Joo Can
Factory Berhad and YTL Cement Berhad.
14
PROFILE OF DIRECTORS
Chuah Phaik Sim, aged 45, was appointed as Independent Non-Executive Director on May 7, 2007. Chuah
is a member of the Malaysian Institute of Certified Public Accountants and a Chartered Accountant with
the Malaysian Institute of Accountants. She started her career in January 1989 with KPMG Desa Megat &
Co (now known as KPMG) as an articled student and rose through the ranks to become a qualified Audit
Senior in 1993. Her experience in KPMG includes external audits, restructuring, as well as initial public
offering and valuation exercises. She left KPMG in 1994 to become a Finance Manager of a public listed
company and was responsible for the overall financial and administrative management of the company and
the consolidation of the groups accounts. In 1995, she joined Kumpulan Jetson Berhad as the Internal Auditor,
reporting functionally to the Audit Committee. She was responsible for the setting up and overall management of
the Internal Audit Department. In 2000, she left Kumpulan Jetson Berhad and was appointed Director of several
private limited companies. She has since remained active in providing corporate advisory and consultancy
services for restructuring, mergers and acquisitions, and valuation exercises.
Liew Ben Poh, aged 65, was appointed as Executive Director on May 7, 2007, and re-designated as a NonExecutive Director on July 14, 2010, after he retired from the position of Sales and Marketing Director. On
July 7, 2011, he was appointed as a member of the Nomination and Remuneration Committees. On July 18,
2013, he was redesignated as an Independent Non-Executive Director. During his extensive years of service,
he has helped Hartalega Holdings Berhad in establishing a strong international client base. In addition, he is
one of the key personnel involved in the research and development aspects of Hartalega Holdings Berhad.
He is very active in the latex glove industry and was President of the Malaysian Rubber Glove Manufacturers
Association (MARGMA) for two terms. He was the first Chairman of the ASEAN Rubber Gloves Manufacturers
Association and was re-elected to serve as Chairman for 2008-2009. He was also a Founding Board Member
of the Malaysian Rubber Export and Promotion Council (MREPC) under the Ministry of Primary Products and
Commodities. He resigned from the Board of MREPC in September 2010. Owing to his vast knowledge of the
latex glove industry, he is regularly invited to speak at international conferences in Malaysia as well as overseas.
Hartalega Holdings Berhad Annual Report 2014
15
PROFILE OF DIRECTORS
Kuan Mun Leong, aged 38, joined the companys Engineering Department in 2001. He was appointed as an
Executive Director of the Group in 2007 and was later appointed Deputy Managing Director. On November
16, 2012, he assumed the role of Managing Director. He graduated from Monash University, Australia, with a
Bachelors Degree in Mechanical Engineering in 1999 and later obtained a Masters in Business Administration
(MBA) from the University of Strathclyde, Scotland in 2007. He began his career in the industrial boiler sector
and subsequently brought in-depth knowledge of green energy technology into Hartalega. He then spearheaded
the implementation of the sectors first empty oil palm fruit bunch biomass energy plant in 2004 and was
instrumental in leading the plant to a successful registration with the United Nations Framework Convention on
Climate Change (Kyoto Protocol) in 2007, enabling Hartalega to sell emission reduction credits. Throughout his
career in Hartalega, he has led capacity expansion projects that have not only increased production capacity
by sevenfold but also accomplished several sectors unprecedented engineering breakthroughs in production
technology. Today, Hartalega is touted as the sectors most efficient rubber glove manufacturer.
Kuan Mun Keng, aged 39, was appointed as Executive Director on July 4, 2008. Presently, he is the Sales and
Marketing Director of Hartalega Holdings Berhad and is also responsible for the Groups Corporate Finance.
He graduated with a Bachelors Degree in Business (Accounting) and a Bachelors Degree in Computing from
Monash University, Australia, in 1997. He is also a Certified Practising Accountant with CPA Australia. Upon
graduation, he joined Kassim Chan Business Services as an Analyst in the Information Technology Consultation
Division in 1997. In 1998, he left to join Hartalega as a Production Executive. He then worked in the Accounts
and Management Information Services Departments implementing various beneficial changes before he was
promoted to Deputy Operations Manager in 2003. His long experience in operations is a complement to the
Sales and Marketing team as he is able to align functions in the company with the needs and wants of customers.
16
PROFILE OF DIRECTORS
Notes
Family Relationship with Director and/or Major Shareholder
Kuan Kam Hon is the father of Kuan Mun Keng and Kuan Mun Leong. Save as disclosed herein,
none of the Directors have any family relationships with any director and/or major shareholder of
the Company.
Conflict of Interest
None of the Directors have any conflicts of interest with the Company.
Conviction of Offences
None of the Directors have been convicted of any offences in the past ten (10) years.
17
Dear
Shareholder,
The year 2013 was indeed
noteworthy for your Group
as we commemorated our
25th anniversary. We have
grown immensely since our
inception in 1988, establishing
a pole position in the glove
manufacturing industry early
on which we have firmly
held on to by capitalising
on our core capabilities and
innovative spirit.
18
ECONOMIC LANDSCAPE
The global economy saw a mild recovery in 2013, with
for nitrile.
For the first time in history nitrile has taken the lead,
surpassing natural rubber with a demand ratio of
19
FINANCIAL PERFORMANCE
We delivered sustained results for our financial year
last year.
earnings.
RM170.55 million.
Earnings per share for the year was 31.39 sen per
20
DIVIDENDS
OPERATIONS REVIEW
benefits
of
colloidal
oatmeal,
21
Environmental Performance
In tandem with the development of new products,
operate.
waste storage.
22
Marketing
With our pole position in the industry as the worlds
is 15%.
in those countries.
23
Human Capital
Our human capital represents the future of the
implement
Japanese
management,
knowledge-driven
creating
5S
and
Kaizen,
methodologies
for
well-established
enhancing
lean
24
OUTLOOK
During the year we undertook initiatives to nurture
comprising
Innovativeness,
programmes.
employees
run.
Synergy,
Our
Honesty,
high-performing
25
setup.
our workforce.
26
ACKNOWLEDGEMENT
In tandem with the development of the NGC, our
Executive Chairman
27
ORPORATE SOCIAL
RESPONSIBILITY STATEMENT
Our corporate social
responsibility (CSR) efforts
are at the heart of the
Group, and we remain
committed to making positive
contributions via our ongoing
CSR initiatives. This includes
safeguarding the welfare of
our employees as well as
caring for the community and
the environment.
28
basis.
29
COMMUNITY PROGRAMME
We are dedicated to reaching out to the community
needy individuals.
Furthermore, to strengthen ties with communities in
As part of our CSR efforts, we provide monthly
AIDs.
safety gear.
30
EDUCATION
In order for our nation to prosper, it is essential to
31
ALENDAR OF EVENTS
years
32
CALENDAR OF EVENTS
BB Sports Carnival 2013
BB Sports
Carnical
2013
Karnival
Cinta
Seni Cantik
Teach for Malaysia Visit
33
34
Designation
Directorship
Chairman
Member
Independent Non-Executive
Member
Independent Non-Executive
The Board annually reviews the required mix of skills, experience and other qualities of the Directors to ensure
that the Board is functioning effectively and efficiently.
The Nomination Committees primary responsibilities include:
(a) leading the process for Board appointments and making recommendations to the Board.
(b) assessing Directors on an ongoing basis.
(c) annually reviewing the required skills and core competencies of Non-Executive Directors, including
familiarisation with the Companys operations.
35
Date
12 - 14 June 2013
5 September 2013
Listed Issuers
Deloitte & Touche Budget 2014 Update Seminar
12 November 2013
17 February 2014
of Taxpayers, Appeals
Budget 2014 Tax Amendments and Current Tax Issues
36
18 March 2014
Meetings Attended
6/6
5/6
6/6
6/6
6/6
5/6
6/6
6/6
During the financial year ended 31 March 2014, six Board meetings were convened on 7/5/2013,
9/7/2013, 18/7/2013, 6/8/2013, 12/11/2013 and 11/2/2014 respectively.
Restriction on Directorships
The number of Directorships held by the Directors is stated in the Profile of Directors in the Annual Report.
37
38
39
Benefit in Kind
Category
Fees (RM)
Emoluments (RM)
(RM)
Executive Director
216,000
3,449,968
745,115
Non-Executive Director
168,000
27,000
Number of Non-Executive
Directors
Directors
Below RM50,000
RM50,001 to RM100,000
RM450,001 to RM500,000
RM1,050,001 to RM1,100,000
RM1,200,001 to RM1,250,000
RM1,650,001 to RM1,700,000
Range of Remuneration
40
41
42
43
44
Attendance
6/6
6/6
6/6
45
46
47
48
49
50
51
52
Directors Report
54
Statement by Directors
62
Statutory Declaration
62
63
66
68
70
72
74
75
76
78
80
155
53
irectors Report
The Directors have pleasure in submitting their report and the audited financial statements of the Group and of
the Company for the financial year ended 31 March 2014.
PRINCIPAL ACTIVITIES
The Company is principally engaged in investment holding. The principal activities of the subsidiaries are stated
in Note 11 to the financial statements. There have been no significant changes in the nature of these activities
during the financial year.
RESULTS
Group
Company
RM
RM
233,292,997
114,105,469
232,813,348
114,105,469
479,649
233,292,997
114,105,469
Attributable to:
Owners of the Company
Non-controlling interests
DIVIDENDS
Dividends paid, declared and proposed by the Company since the end of the previous financial year were:
(i) third interim single tier exempt dividend of 3.5 sen per share amounting to RM25,689,300 in respect of
financial year ended 31 March 2013 as reported in the Directors Report of that financial year, declared
on 7 May 2013 and paid on 20 June 2013;
(ii) final single tier exempt dividend of 4 sen per share amounting to RM29,697,101 in respect of financial
year ended 31 March 2013 as reported in the Directors Report of that financial year, approved by
shareholders at the last Annual General Meeting on 27 August 2013 and paid on 19 September 2013;
(iii) first interim single tier exempt dividend of 3.5 sen per share amounting to RM26,072,949 in respect of the
current financial year, declared on 12 November 2013 and paid on 19 December 2013;
(iv) second interim single tier exempt dividend of 3.5 sen per share amounting to RM26,139,884 in respect
of the current financial year, declared on 11 February 2014 and paid on 27 March 2014; and
(v) third interim single tier exempt dividend of 3.5 sen per share amounting to RM26,155,733 in respect of
the current financial year, declared on 6 May 2014 and paid on 18 June 2014.
The Directors recommended a final single tier exempt dividend of 4 sen per share amounting to RM30,299,461
based on the number of outstanding ordinary shares in issue as at the date of this report, in respect of the
current financial year, subject to the approval of the shareholders at the forthcoming Annual General Meeting.
The financial statements for the current financial year do not reflect the third interim dividend declared and final
dividend proposed. Such dividends will be accounted for in equity as an appropriation of retained earnings in
the financial year ending 31 March 2015.
54
55
56
WARRANTS 2012/2015
On 30 May 2012, the Company issued free warrants (the warrants 2012/2015) constituted under the
Deed Poll dated 14 May 2012.
The salient features of the warrants 2012/2015 are as follows:
(a) entitles its registered holders to subscribe for one (1) new ordinary share of RM0.50 each at the exercise
price during the exercise period;
(b) the exercise price is RM4.14 per share subject to adjustments in accordance with the provisions of the deed
poll executed; and
(c) the warrants 2012/2015 may be exercised at any time for a period of two years commencing from 5
June 2013 until 4 June 2015 (exercise period). The warrants 2012/2015 that are not exercised during
the exercise period will thereafter lapse and become void.
The movements in the Companys warrants 2012/2015 to subscribe for new ordinary shares of RM0.50 each
during the financial year is as follows:
Number of warrants
At
At
1.4.2013
Granted
Exercised
31.3.2014
73,110,600
(8,259,666)
64,850,934
57
Number of
Expiry date
RM
options
31.3.2015
4.74
978,500
31.3.2015
5.75
577,200
31.3.2015
6.53
97,300
31.3.2015
6.24
127,100
1,780,100
The Company has been granted exemption by the Companies Commission of Malaysia vide its letter dated 30
May 2014 from having to disclose the list of option holders, other than Directors, to whom options have been
granted during the financial year and details of their holdings pursuant to Section 169(11) of the Companies
Act 1965 in Malaysia except for information of employees who were granted 54,000 options and above.
The list of option holders granted 54,000 options and above during the financial year are as follows:
Number of share options
Name
Exercise
price Granted
Exercised
At
31.3.2014
RM
000
000
000
3.5.2013 31.3.2015
4.74
126.3
(12.0)
114.3
3.5.2013 31.3.2015
4.74
154.9
(77.4)
77.5
3.5.2013 31.3.2015
4.74
111.4
(55.7)
55.7
3.5.2013 31.3.2015
4.74
60.3
(30.0)
30.3
3.5.2013 31.3.2015
4.74
55.2
(27.6)
27.6
30.8.2013 31.3.2015
5.75
138.1
138.1
30.8.2013 31.3.2015
5.75
102.9
102.9
30.8.2013 31.3.2015
5.75
64.8
64.8
30.8.2013 31.3.2015
5.75
54.0
54.0
11.11.2013 31.3.2015
6.53
97.3
97.3
965.2
(202.7)
762.5
58
At
1.4.2013
Bought
Sold
31.3.2014
45,933
45,933
Direct interests
Kuan Kam Hon @ Kwan Kam Onn
At
1.4.2013
Bought
Sold
31.3.2014
45,959
45,959
49
49
Direct interests
Kuan Kam Hon @ Kwan Kam Onn
Deemed interests
Kuan Kam Hon @ Kwan Kam Onn
(1)
(1)
Shares held through a corporation in which the Director has substantial financial interests.
59
At
1.4.2013
Bought
Sold
31.3.2014
1,084,900
1,084,900
40,000
40,000
Direct interests
Dato Mohamed Zakri
bin Abdul Rashid
Dato Tan Guan Cheong
Dr Danaraj A/L Nadarajah
335,000
233,800
(440,700)
128,100
1,635,000
1,635,000
1,374,000
1,374,000
1,377,000
1,377,000
900,000
900,000
51,000
51,000
404,148,304
6,300,000(4)
4,351,200
4,351,200
14,000
14,000
(2)
(1)
(3)
- 410,448,304
Shares held through a corporation in which the Director has substantial financial interests.
(2)
Shares held through the holding company, Hartalega Industries Sdn Bhd and Budi Tenggara Sdn Bhd in
which the Director has substantial financial interests.
(3)
Shares held through spouse/children of the Director who herself/himself is not Director of the Company.
(4)
Conversion of warrants into ordinary shares for Hartalega Industries Sdn Bhd.
60
At
1.4.2013
Granted
Exercised
31.3.2014
350,800
(233,800)
117,000
Signed on behalf of the Board in accordance with a resolution of the Directors dated 8 July 2014.
61
tatement by Directors
TATUTORY DECLARATION
Before me
62
(Incorporated in Malaysia)
Report on the Financial Statements
We have audited the financial statements of Hartalega Holdings Berhad, which comprise the statements of
financial position as at 31 March 2014 of the Group and of the Company, and the statements of profit or loss
and other comprehensive income, statements of changes in equity and statements of cash flows of the Group
and of the Company for the financial year then ended, and a summary of significant accounting policies and
other explanatory information, as set out on pages 66 to 154.
Directors Responsibility for the Financial Statements
The Directors of the Company are responsible for the preparation of these financial statements so as to 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 the Directors determine is necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
Auditors Responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial
statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgement, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
we consider internal control relevant to the entitys preparation of financial statements that give a true and fair
view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the entitys internal controls. An audit also includes evaluating
the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the
Directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our
audit opinion.
63
64
Kuala Lumpur
8 July 2014
65
2013
RM
RM
1,107,079,365
1,032,035,687
Cost of sales
(739,241,658)
(684,941,859)
Gross profit
367,837,707
347,093,828
Other income
10,212,713
5,666,964
Distribution expenses
(14,579,435)
(12,656,029)
Administrative expenses
(42,579,525)
(34,480,320)
(11,630,151)
(622,405)
(68,789,111)
(47,758,754)
309,261,309
305,002,038
(310,562)
(903,234)
Note
Revenue
308,950,747
304,098,804
Tax expense
(75,657,750)
(70,506,299)
233,292,997
233,592,505
(343,525)
30,152
232,949,472
233,622,657
232,813,348
233,336,229
479,649
256,276
233,292,997
233,592,505
66
2014
2013
RM
RM
232,460,468
233,358,661
489,004
263,996
232,949,472
233,622,657
31.39
31.88
30.20
31.44
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
67
ONSOLIDATED STATEMENT
OF FINANCIAL POSITION
AS AT 31 MARCH 2014
Note
2014
2013
RM
RM
ASSETS
Non-Current Assets
Property, plant and equipment
634,494,011
486,017,655
Capital work-in-progress
50,262,213
49,175,042
Intangible assets
10
6,651,563
7,112,144
12
518,836
213,253
691,926,623
542,518,094
Inventories
13
98,212,959
86,833,121
14
149,419,618
128,978,881
Tax assets
15
111
16
1,945,000
17
170,550,036
181,896,729
420,127,613
397,708,842
1,112,054,236
940,226,936
18
373,516,183
366,654,150
Reserves
19
568,737,934
397,067,525
942,254,117
763,721,675
1,306,034
817,030
943,560,151
764,538,705
Non-controlling interests
Total Equity
68
Consolidated Statement of
Financial Position
As at 31 March 2014 (contd)
Note
2014
2013
RM
RM
Non-Current Liabilities
Loans and borrowings
20
1,837,709
4,583,138
12
57,003,097
48,696,677
58,840,806
53,279,815
21
94,432,760
98,812,178
20
2,983,491
7,694,802
16
868,000
12,237,028
15,033,436
109,653,279
122,408,416
Total Liabilities
168,494,085
175,688,231
1,112,054,236
940,226,936
Tax liabilities
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
69
onsolidated Statement
of Changes in Equity
Non-Distributable
The Group
Note
At 1.4.2012
Share
capital
Share
premium
Translation
reserve
Share-based
payment
reserve
Retained
earnings
Sub total
Noncontrolling
interests
Total
equity
RM
RM
RM
RM
RM
RM
RM
RM
182,544,300
9,105,650
295,467
6,091,868
421,280,729
619,318,014
553,034
619,871,048
Comprehensive income
Profit for the financial
year
233,336,229
233,336,229
256,276
233,592,505
Other comprehensive
income
Foreign currency
translation
22,432
22,432
7,720
30,152
Total comprehensive
income for the
financial year
22,432
233,336,229
233,358,661
263,996
233,622,657
Transactions with
owners
Dividends
23
(98,807,194)
(98,807,194)
(98,807,194)
Share-based payment
granted under EES
and ESOS
19
2,542,226
2,542,226
2,542,226
1,333,350
5,976,618
7,309,968
7,309,968
(2,625,911)
Issuance of ordinary
shares pursuant to
ESOS
Transfer from sharebased payment
reserve upon
exercise/lapse of
EES and ESOS
2,468,858
157,053
182,776,500
(10,987,131)
(171,789,369)
184,109,850
(2,541,655)
(83,685) (270,439,510)
(88,955,000)
(88,955,000)
At 31.3.2013
366,654,150
6,563,995
317,899
763,721,675
817,030
764,538,705
70
6,008,183
384,177,448
Consolidated Statement
of Changes in Equity
For the FINANCIAL year ended 31 March 2014
(CONTD)
Attributable to Owners of the Parent
Distributable
Non-Distributable
Share
capital
Share
premium
Translation
reserve
Share-based
payment
reserve
Retained
earnings
Sub total
Noncontrolling
interests
Total
equity
RM
RM
RM
RM
RM
RM
RM
RM
366,654,150
6,563,995
317,899
6,008,183
384,177,448
763,721,675
817,030
764,538,705
232,813,348
232,813,348
479,649
233,292,997
Foreign currency
translation
(352,880)
(352,880)
9,355
(343,525)
Total comprehensive
income for the
financial year
(352,880)
232,813,348
232,460,468
489,004
232,949,472
23
Share-based payment
granted under ESOS 19
3,853,880
3,853,880
3,853,880
Issuance of ordinary
shares pursuant to
ESOS
2,732,200
12,890,111
15,622,311
15,622,311
Issuance of ordinary
shares pursuant to
Warrants
4,129,833
30,065,184
34,195,017
34,195,017
4,333,199
(4,333,199)
6,862,033
47,288,494
(479,319) (107,599,234)
(53,928,026)
(53,928,026)
373,516,183
53,852,489
(34,981)
942,254,117
1,306,034
943,560,151
The Group
Note
At 1.4.2013
Comprehensive income
Profit for the financial
year
Other comprehensive
income
Transactions with
owners
Dividends
(107,599,234) (107,599,234)
5,528,864
509,391,562
(107,599,234)
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
71
ONSOLIDATED STATEMENT
OF CASH FLOWS
2013
RM
RM
308,950,747
304,098,804
44,766,709
31,797,298
3,853,880
2,542,226
1,094,448
(41,485)
465,418
125,793
Interest expense
310,562
903,234
Note
CASH FLOWS FROM/(USED IN) OPERATING EXPENSES
Profit before tax
Adjustments for:
Depreciation of property, plant and equipment
31,167
5,104
1,767
101,058
(3,798,049)
(2,995,373)
(2,813,000)
103,000
Interest income
(1,086,500)
(837,667)
(5,862)
1,355
351,771,287
335,803,347
(Increase)/Decrease in inventories
(11,379,838)
10,698,901
Increase in receivables
(21,568,119)
(11,960,824)
(Decrease)/Increase in payables
(4,379,418)
38,301,839
314,443,912
372,843,263
3,798,049
2,995,373
Interest received
1,086,500
837,667
(70,472,814)
(59,108,740)
248,855,647
317,567,563
1,693,658
800
(106,905,668)
(6,439,260)
(4,837)
(7,016,605)
(89,109,396)
(180,699,656)
(9,863,404)
(204,189,647)
(194,154,721)
Tax paid
Net Cash From Operating Activities
CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES
Proceeds from disposal of property, plant and equipment
Additions to:
Property, plant and equipment
Intangible assets
Capital work-in-progress
Increase in deposit in Escrow Account
Net Cash Used In Investing Activities
72
8
10
9
2013
RM
RM
Exercise of Warrants
34,195,017
Exercise of ESOS
15,622,311
7,309,968
(107,599,234)
(98,807,194)
(7,443,786)
(12,463,591)
(310,562)
(903,234)
(12,954)
(21,618)
(65,549,208)
(104,885,669)
(20,883,208)
18,527,173
(326,889)
152,991
181,896,729
163,216,565
160,686,632
181,896,729
Note
CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES
Proceeds from issuance of shares pursuant to:
Dividends paid
Repayments of term loans
Interest paid
Payments to finance lease payables
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
73
2013
RM
RM
108,676,239
97,228,381
Other income
7,885,691
8,433,627
Administrative expenses
(1,227,724)
(1,486,522)
Note
Revenue
115,334,206
104,175,486
Tax expense
(1,228,737)
(1,427,558)
114,105,469
102,747,928
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
74
AS AT 31 MARCH 2014
Note
2014
2013
RM
RM
ASSETS
Non-Current Asset
Investments in subsidiaries
11
298,164,292
145,346,812
Other receivables
14
4,500
4,500
22
83,895,086
152,568,242
17
77,308,962
101,476,024
161,208,548
254,048,766
TOTAL ASSETS
459,372,840
399,395,578
Current Assets
18
373,516,183
366,654,150
Reserves
19
85,442,979
32,127,569
458,959,162
398,781,719
376,715
301,062
36,963
312,797
413,678
613,859
Total Liabilities
413,678
613,859
459,372,840
399,395,578
Total Equity
Current Liabilities
Other payables
Tax liabilities
21
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
75
Note
At 1.4.2012
Profit for the
financial year,
representing total
comprehensive
income for the
financial year
Distributable
Share
capital
Share
premium
Share-based
payment
reserve
Retained
earnings
Total
equity
RM
RM
RM
RM
RM
182,544,300
9,105,650
6,091,868
187,246,973
384,988,791
102,747,928 102,747,928
(98,807,194) (98,807,194)
Transactions with
owners
Dividends
23
Share-based
payment granted
under EES and
ESOS
19
2,542,226
2,542,226
1,333,350
5,976,618
7,309,968
2,468,858
(2,625,911)
157,053
Issuance of
ordinary shares
pursuant to
ESOS
Transfer from sharebased payment
upon exercise/
lapse of EES and
ESOS
Issuance of bonus
shares
182,776,500 (10,987,131)
Total transactions
with owners
184,109,850
(2,541,655)
At 31.3.2013
366,654,150
6,563,995
76
(171,789,369)
19,555,391
398,781,719
Note
At 31.3.2013
Profit for the
financial year,
representing total
comprehensive
income for the
financial year
Distributable
Share
capital
Share
premium
Share-based
payment
reserve
Retained
earnings
Total
equity
RM
RM
RM
RM
RM
366,654,150
6,563,995
6,008,183
19,555,391
398,781,719
114,105,469 114,105,469
(107,599,234) (107,599,234)
Transactions with
owners
Dividends
23
Share-based
payment granted
under ESOS
19
3,853,880
3,853,880
Issuance of
ordinary shares
pursuant to
ESOS
2,732,200
12,890,111
15,622,311
Issuance of
ordinary shares
pursuant to
Warrants
4,129,833
30,065,184
34,195,017
At 31.3.2014
4,333,199
6,862,033 47,288,494
373,516,183
53,852,489
(4,333,199)
(479,319) (107,599,234)
(53,928,026)
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
77
2013
RM
RM
115,334,206
104,175,486
(108,676,239)
(97,228,381)
(2,971,620)
(2,389,939)
Interest income
(4,914,047)
(6,043,646)
(1,227,700)
(1,486,480)
148,199
75,653
(1,295,051)
(1,152,047)
(2,633,332)
2,971,620
2,389,939
67,203
74,642
(1,504,571)
(1,046,838)
382,205
(1,215,589)
108,676,239
97,228,381
(73,444,600)
(20,000)
(1,999,000)
(1,000)
33,232,639
97,207,381
Exercise of Warrants
34,195,017
Exercise of ESOS
15,622,311
7,309,968
(107,599,234)
(98,807,194)
(57,781,906)
(91,497,226)
Dividends paid
Net Cash Used In Financing Activities
78
2013
RM
RM
(24,167,062)
4,494,566
101,476,024
96,981,458
77,308,962
101,476,024
The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.
79
The Company is a public limited company, incorporated and domiciled in Malaysia and is listed on the
Main Market of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at Level 2, Tower 1, Avenue 5, Bangsar South City,
59200 Kuala Lumpur.
The principal place of business of the Company is located at C-G-9, Jalan Dataran SD1, Dataran SD PJU9,
Bandar Sri Damansara, 52200 Kuala Lumpur.
The Company is principally engaged in investment holding. The principal activities of the subsidiaries
are stated in Note 11. There have been no significant changes in the nature of these activities during the
financial year.
The financial statements were authorised for issue in accordance with a Board of Directors resolution dated
8 July 2014.
2. BASIS OF PREPARATION
(a) Statement of compliance
The financial statements of the Group and the Company have been prepared in accordance with
the Malaysian Financial Reporting Standards (MFRSs), International Financial Reporting Standards
(IFRSs) and the requirements of the Companies Act 1965 in Malaysia.
(i) Adoption of new and revised Malaysian Financial Reporting Standards
In the current financial year, the Group and the Company adopted all the new and revised Standards
and Issues Committee Interpretations (IC Interpretation) issued by the Malaysian Accounting
Standards Board (MASB) that are effective for annual periods beginning on or after 1 April 2013:
80
81
82
83
84
October 2010 respectively) which was for annual period beginning on or after 1 January
2015 has been removed with the issuance of MFRS 9 Financial Instruments: Hedge Accounting
and amendments to MFRS 9, MFRS 7 and MFRS 139. The effective date of MFRS 9 will be
decided when IASBs IFRS 9 project is closer to completion. However, each version of the
MFRS 9 is available for early adoption
2
The Directors anticipate that abovementioned Standards and IC Interpretations will be adopted in
the annual financial statements of the Group and the Company when they become effective and
that the adoption of these Standards and IC Interpretations will have no material impact on the
financial statements of the Group and the Company in the period of initial application.
Hartalega Holdings Berhad Annual Report 2014
85
86
87
88
89
90
91
92
93
94
95
96
2%
10%
10% - 25%
20%
10%
15 years
38 years
The residual values, useful lives and amortisation method are reviewed at each financial year end to
ensure that the amount, method and period of amortisation are consistent with previous estimates and
the expected pattern of consumption of the future economic benefits embodied in the assets.
97
98
99
trade and other receivables, including deposits and amounts owing by subsidiaries.
A financial asset is derecognised when the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying
amount and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases and sales of financial assets that require delivery
of assets within the period generally established by regulation or convention in the marketplace
concerned. All regular way purchases and sales of financial assets are recognised or derecognised
on the trade date i.e. the date that the Group and the Company commit to purchase or sell the
asset.
The effective interest method is a method of calculating the amortised cost of a debt instrument
and of allocating interest income over the relevant period. The effective interest rate is the rate that
exactly discounts estimated future cash receipts through the expected life of the debt instrument, or
where appropriate, a shorter period to the net carrying amount on initial recognition.
100
101
102
103
4. REVENUE
Group
Sales of goods
Dividend income from
a subsidiary
104
Company
2014
2013
2014
2013
RM
RM
RM
RM
1,107,079,365
1,032,035,687
108,676,239
97,228,381
1,107,079,365
1,032,035,687
108,676,239
97,228,381
Company
2014
2013
2014
2013
RM
RM
RM
RM
210,836
192,911
30,000
18,000
6,200
29,900
6,200
29,900
465,418
125,793
31,167
5,104
Auditors remuneration
- Audit services
- Other services by auditors
of the company
Amortisation of intangible
assets
Bad debts written off
Depreciation of property,
plant and equipment
44,766,709
31,797,298
(2,813,000)
103,000
1,767
101,058
306,261
902,222
4,301
1,012
7,818
105
Company
2014
2013
2014
2013
RM
RM
RM
RM
144,000
144,000
144,000
144,000
24,000
24,000
Non-Executive Directors
remuneration:
- Fees
- Directors of the Company
- Director of subsidiary
- Other emoluments
- Directors of the Company
Rental of land
Rental of machinery
Rental of premises
(Gain)/Loss on disposal
of property, plant and
equipment
27,000
32,500
27,000
32,500
207,200
194,400
2,800
8,000
1,778,921
1,198,362
(5,862)
1,355
9,774,779
(54,129)
Loss/(Gain) on foreign
exchange:
- realised
- unrealised
Income from fixed income fund
1,094,448
(41,485)
(3,798,049)
(2,995,373)
(2,971,620)
(2,389,939)
(1,086,500)
(837,667)
(67,203)
(74,642)
(4,846,844)
(5,969,004)
106
Company
2014
2013
2014
2013
RM
RM
RM
RM
113,128,860
86,029,225
144,000
144,000
Share-based payment
expense
3,853,880
2,542,226
Contributions to defined
contribution plan
3,382,518
2,738,260
Staff costs
Included in staff costs are:
Included in staff costs is the aggregate amount of remuneration received and receivable by the Executive
Directors of the Company and of the subsidiaries during the financial year as follows:
Group
Company
2014
2013
2014
2013
RM
RM
RM
RM
216,000
210,000
144,000
144,000
96,000
90,000
256,084
4,243,250
2,480,962
2,524,978
2,071,278
7,080,228
5,108,324
144,000
144,000
Fees:
- Directors of the Company
- Directors of the subsidiaries
Share-based payment
expense
Other emoluments:
The estimated monetary value of benefits-in-kind of the Group received by the Directors of the Company
and of the subsidiaries are RM745,115 (2013: RM55,493) and RM107,283 (2013: RM56,200)
respectively.
107
Company
2014
2013
2014
2013
RM
RM
RM
RM
67,600,884
62,554,700
1,228,800
1,505,700
(1,428,693)
(915,960)
(63)
(78,142)
1,504,326
844,850
67,676,517
62,483,590
1,228,737
1,427,558
7,249,833
8,121,209
731,400
(98,500)
7,981,233
8,022,709
75,657,750
70,506,299
1,228,737
1,427,558
Current tax
Malaysian - current year
- overprovision in
prior years
Overseas - current year
Deferred tax
Origination and reversal of
temporary differences
Under/(Over)provision in prior
years
Tax expense
108
Company
2014
2013
2014
2013
RM
RM
RM
RM
308,950,747
304,098,804
115,334,206
104,175,486
77,237,687
76,024,700
28,833,552
26,043,900
232,184
124,359
2,508,445
720,500
302,918
66,310
Non-taxable income
(1,881,652)
(936,500)
(27,907,670)
(24,604,510)
125,325
108,500
(1,866,946)
(4,520,800)
(1,428,693)
(915,960)
(63)
(78,142)
731,400
(98,500)
75,657,750
70,506,299
1,228,737
1,427,558
The Budget 2014 announced on 25 October 2013 the reduction of the corporate income tax rate from
25% to 24% with effect from year of assessment 2016.
109
2013
RM
RM
232,813,348
233,336,229
733,308,300
365,088,600
2,794,808
1,290,408
5,578,359
365,553,000
741,681,467
731,932,008
31.39
31.88
232,813,348
233,336,229
741,681,467
731,932,008
4,214,871
4,358,577
24,996,971
5,827,833
770,893,309
742,118,418
30.20
31.44
Bonus issue
Weighted average number of ordinary shares in issue
Basic earnings per ordinary share of RM0.50 (sen)
Diluted earnings per ordinary share
# After adjustment for the effect of bonus shares issued on the basis of one (1) bonus share for every
one (1) existing share held in the Company which was completed on 29 May 2012 or free warrants
issued on the basis of one (1) free warrant for every five (5) existing shares held in the Company which
was completed on 5 June 2012.
Since the end of the financial year:
(i) eligible executives have exercised the options to acquire 366,200 (2013: 1,119,700) ordinary shares;
and
(ii) conversion of free warrant to acquire 10,087,970 (2013: 519,960) ordinary shares.
There have been no other transactions involving ordinary shares or potential ordinary shares since the
reporting date and before the authorisation of these financial statements.
110
Freehold
land
Long term
leasehold
land
Buildings
Plant and
machinery
Furniture,
fittings and
equipment
Motor
vehicles
Renovation
Total
RM
RM
RM
RM
RM
RM
RM
RM
Group
Cost
At 1.4.2013
Additions
26,720,978
61,126,830
6,684,628
2,583,870 657,562,854
90,224,285
1,717,414
10,728,275
3,630,355
605,339
106,905,668
47,547,770
10,442,769
30,031,686
Disposals
Translation differences
At 31.3.2014
26,720,978
(124,139)
(1,151,906)
(1,096,616)
88,022,225
(2,372,661)
1,032
(3,404)
11,548
9,176
74,044,644
6,204,899
2,583,870 850,127,262
18,766,484
2,773,134
906,971 171,545,199
5,847,106
773,095
Accumulated
depreciation
At 1.4.2013
15,048
1,881
10,268,426 138,815,136
2,756,726
Disposals
Translation differences
At 31.3.2014
16,929
35,220,279
(67,707)
896
(26,958)
(270)
(590,200)
5,582
167,622
44,766,709
(684,865)
6,208
13,025,152 173,968,604
24,586,362
2,961,611
1,074,593 215,633,251
49,458,282
3,243,288
1,509,277 634,494,011
26,720,978
111
Freehold
land
Long term
leasehold
land
RM
RM
26,720,978
158,023
Buildings
Plant and
machinery
Furniture,
fittings and
equipment
Motor
vehicles
Renovation
Total
RM
RM
RM
RM
RM
RM
88,208,987 345,998,748
42,091,163
4,669,528
Group
Cost
At 1.4.2012
2,187,880 510,035,307
Additions
793,761
1,195,679
2,153,038
2,014,540
26,407,925
97,683,307
16,887,198
140,978,430
Disposals
(6,000)
Translation
differences
118
1,431
560
2,109
61,126,830
6,684,628
2,583,870 657,562,854
15,248,679
2,076,641
731,814 139,749,992
3,520,453
696,020
175,157
(3,845)
1,754
At 31.3.2013
26,720,978
(6,000)
395,990
6,553,008
Accumulated
depreciation
At 1.4.2012
13,167
8,509,466 113,170,225
1,881
1,758,960
25,644,827
Disposals
Translation
differences
84
1,197
473
At 31.3.2013
15,048
10,268,426 138,815,136
18,766,484
2,773,134
906,971 171,545,199
42,360,346
3,911,494
1,676,899 486,017,655
(3,845)
31,797,298
Net carrying
amount
At 31.3.2013
112
26,720,978
2014
2013
RM
RM
106,905,668
6,553,008
(113,748)
106,905,668
6,439,260
(d) Net carrying amount of motor vehicles held under finance lease arrangements amounting to RM96,301
(2013: RM113,748).
9. CAPITAL WORK-IN-PROGRESS
Group
2014
2013
RM
RM
At beginning of year
49,175,042
9,453,816
Additions
89,109,396
180,699,656
(88,022,225)
(140,978,430)
At end of year
50,262,213
49,175,042
This is in respect of construction of new factory building and set up of new production plant and machinery.
113
Golf club
memberships
Total
RM
RM
RM
7,073,960
175,000
7,248,960
4,837
4,837
7,078,797
175,000
7,253,797
At 1.4.2013
132,211
4,605
136,816
460,813
4,605
465,418
At 31.3.2014
593,024
9,210
602,234
6,485,773
165,790
6,651,563
57,355
175,000
232,355
Additions
7,016,605
7,016,605
At 31.3.2013
7,073,960
175,000
7,248,960
11,023
11,023
121,188
4,605
125,793
At 31.3.2013
132,211
4,605
136,816
6,941,749
170,395
7,112,144
Group
Cost
At 1.4.2013
Additions
At 31.3.2014
Accumulated amortisation
Accumulated amortisation
At 1.4.2012
114
2014
2013
RM
RM
282,664,600
133,701,000
15,499,692
11,645,812
298,164,292
145,346,812
Name of company
Country of
incorporation
Principal activities
Proportion of
ownership
2014
2013
Malaysia
Manufacturing of
latex gloves
100%
100%
Malaysia
Manufacturing of
latex gloves
100%
100%
Malaysia
Research and
development
100%
100%
Australia
82%
82%
United States
of America
80%
80%
70%
70%
India
81%
70%
Malaysia
100%
100%
Malaysia
Leasing of property,
research and
development of
automation systems
100%
100%
115
Principal activities
Country of incorporation
Number of wholly-owned
subsidiaries
2014
2013
Malaysia
Malaysia
Malaysia
Malaysia
Principal activities
Country of incorporation
2013
Australia
India
The table below shows details of non wholly-owned subsidiaries of the Group that have material noncontrolling interests:
Percentage
of ownership
interests held
by NCI
Profit/(Loss)
allocated to
non-controlling
interests
Accumulated
non-controlling
interests
RM
RM
529,556
1,249,396
(49,907)
56,638
479,649
1,306,034
313,479
785,700
(57,203)
31,330
256,276
817,030
2014
Pharmatex (Australia) Pty Limited
18%
2013
Pharmatex (Australia) Pty Limited
Other individually immaterial subsidiaries
116
18%
2013
RM
RM
338,795
179,531
19,553,176
20,755,113
(14,736)
(13,774)
(12,936,148)
(16,555,868)
Net assets
6,941,087
4,365,002
5,691,691
3,579,302
Non-controlling interests
1,249,396
785,700
6,941,087
4,365,002
42,284,839
34,337,575
2,941,979
1,741,550
2,412,423
1,428,071
529,556
313,479
2,941,979
1,741,550
Non-current assets
Current assets
Non-current liabilities
Current liabilities
Revenue
Profit for the year
Profit attributable to:
Owners of the Company
Non-controlling interests
117
2013
RM
213,253
326,104
(20,521)
52,967
160,859
(573)
At end of year
518,836
213,253
48,696,677
8,307,337
(917)
40,515,013
8,183,568
(1,904)
At end of year
57,003,097
48,696,677
Deferred tax assets/(liabilities) provided in the financial statements are in respect of the tax effects of the following:
Group
2014
RM
2013
RM
2,322,736
1,430,239
273,400
1,803,453
1,733,697
25,800
Offsetting
4,026,375
(3,507,539)
3,562,950
(3,349,697)
518,836
213,253
14,736
13,774
59,792,600
703,300
52,004,700
27,900
Offsetting
60,510,636
(3,507,539)
52,046,374
(3,349,697)
57,003,097
48,696,677
118
2014
2013
RM
RM
2,643,300
2,142,000
13. INVENTORIES
Group
2014
RM
2013
RM
Raw materials
19,821,034
24,610,355
Work-in-progress
11,853,382
8,137,170
Finished goods
45,441,798
35,195,948
Goods-in-transit
3,435,081
4,047,202
17,661,664
14,842,446
98,212,959
86,833,121
At cost
The cost of inventories recognised as expense and included in cost of sales during the financial year
amounted to RM739,241,658 (2013: RM684,941,859).
119
Company
2014
2014
2013
RM
RM
RM
RM
Trade
Trade receivables
133,938,464
Less: Allowance for impairment
(127,072)
120,046,555
(124,667)
133,811,392
119,921,888
4,597,780
1,209,778
9,800,668
2,093,204
737,546
6,226,243
4,500
4,500
15,608,226
9,056,993
4,500
4,500
149,419,618
129,978,881
4,500
4,500
Non-trade
Other receivables
Deposits
Prepayments
2013
2013
RM
112,593,223
106,842,481
19,513,872
1,243,063
180,535
82,323
198,376
12,375,691
519,194
119,696
23,811
41,015
21,218,169
127,072
13,079,407
124,667
133,938,464
120,046,555
120
2013
RM
RM
127,072
124,667
(127,072)
(124,667)
The impaired debtors at the reporting date are in significant financial difficulties and had defaulted in
payment. These receivables are not secured by any collateral or credit enhancements.
121
At beginning of year
Charge for the financial year (Note 5)
Translation differences
At end of year
2014
2013
RM
RM
124,667
23,385
1,767
101,058
638
224
127,072
124,667
2014
2013
RM
RM
125,943,349
113,539,938
(d) Prepayments
Included in prepayments of the Group is an amount of RM7,257,991 (2013: RM4,120,096) being
advances to suppliers for purchase of raw materials and machinery.
122
2013
RM
RM
217,322,500
266,916,600
At FVTPL
Non-hedging derivative:
Current assets/(liabilities)
Forward currency contracts
1,945,000
(868,000)
The Group uses forward currency contracts to manage sales transaction exposure. These contracts are not
designated as cash flow or fair value hedges and are entered into for periods consistent with currency
transaction exposure and fair value changes exposure. Such derivatives do not qualify for hedge accounting.
Forward currency contracts are used to hedge the Groups trade receivables and sales denominated in
United States Dollar (USD), extending to September 2014.
During the financial year, the Group recognised a profit of RM2,813,000 (2013: loss of RM103,000)
arising from fair value changes of derivative financial instruments. The method and assumption applied in
determining the fair value of derivatives is disclosed in Note 29.
Company
2014
2013
2014
2013
RM
RM
RM
RM
129,932,825
20,700,000
31,263,904
76,239,390
600,000
469,572
100,178,502
1,000,000
297,522
170,550,036
(9,863,404)
181,896,729
77,308,962
101,476,024
160,686,632
181,896,729
77,308,962
101,476,024
123
2014
RM
2013
RM
40,737,238
26,834,965
2013
RM
124
1,500,000,000
500,000,000
750,000,000
250,000,000
1,000,000,000
500,000,000
1,500,000,000
1,500,000,000
750,000,000
750,000,000
733,308,300
365,088,600
366,654,150
182,544,300
5,464,400
8,259,666
2,666,700
365,553,000
2,732,200
4,129,833
1,333,350
182,776,500
747,032,366
733,308,300
373,516,183
366,654,150
125
Number of warrants
2012/2015
At
1.4.2013
Granted
Exercised
31.3.2014
73,110,600
(8,259,666)
64,850,934
19. RESERVES
Group
Company
2014
2013
2014
2013
RM
RM
RM
RM
509,391,562
384,177,448
26,061,626
19,555,391
53,852,489
6,563,995
53,852,489
6,563,995
(34,981)
317,899
5,528,864
6,008,183
5,528,864
6,008,183
59,346,372
12,890,077
59,381,353
12,572,178
568,737,934
397,067,525
85,442,979
32,127,569
Distributable
Retained earnings
Non-distributable
Share premium
Translation reserve
Share-based payment reserve
126
127
2013
128
At
1.4.2012
000
Granted
000
604
Adjustment
for bonus
Exercised
issue
000
000
(281)
322
At
Exercised 31.3.2013
000
000
(645)
7 April 2008
1,475,000
0.39
1.80
1.80
31.15
5
3.79
5.56
The expected volatility was based on the average volatility of similar listing entities and reflects the
assumption that the historical volatility was indicative of future trends, which might not necessarily
be the actual outcome.
(B) ESOS
At an Extraordinary General meeting held on 25 March 2010, shareholders approved the ESOS
to subscribe for unissued new ordinary shares of RM0.50 each in the Company which were
granted to eligible Executive Directors and executives of the Company and/or its subsidiaries
(excluding subsidiaries that are dormant).
The salient features of the ESOS are:
(a) The maximum number of new shares of the Company, which may be available under the
ESOS shall not exceed in aggregate 15% of the total issued and paid-up capital of the
Company at any one time during the existence of the ESOS.
(b) The ESOS will be made available for participation by eligible executives of the Group who
meet the following criteria on the Date of Offer:
- has attained the age of at least 18 years old;
- who is confirmed in service in a company within the Group;
- who has at least 6 months of continuous service within the Group; and/or
- be under such categories and criteria that the Option Committee may decide at its absolute
discretion from time to time.
Notwithstanding the above, the eligibility and number of options to be offered to an eligible
executive under the scheme shall be at the sole and absolute discretion of the Option Committee
and the decision of the Option Committee shall be final and binding.
Hartalega Holdings Berhad Annual Report 2014
129
The price payable for each new share of the Company upon exercise of the options may
however be subject to adjustments under the provisions of the By-Laws.
130
Expiry
date
Exercise
price
At
1.4.2013
Granted
RM
000
000
2.25
6,033.6
Exercised At 31.4.2014
000
000
2014
10.5.2010
31.3.2015
(2,618.3)
3,415.3
15.9.2010
31.3.2015
2.20
262.0
(95.0)
167.0
21.12.2010
31.3.2015
2.24
544.6
(202.0)
342.6
18.3.2011
31.3.2015
2.49
430.6
(119.9)
310.7
10.6.2011
31.3.2015
2.47
259.3
(128.5)
130.8
15.8.2011
31.3.2015
2.45
129.4
(56.0)
73.4
9.11.2011
31.3.2015
2.45
906.1
(498.7)
407.4
31.5.2012
31.3.2015
3.29
723.1
(433.8)
289.3
15.8.2012
31.3.2015
4.02
554.1
(271.0)
283.1
2.11.2012
31.3.2015
4.18
613.6
(215.6)
398.0
6.2.2013
31.3.2015
4.11
1,417.8
(414.0)
1,003.8
3.5.2013
31.3.2015
4.74
978.5
(387.5)
591.0
30.8.2013
31.3.2015
5.75
577.2
(24.1)
553.1
11.11.2013
31.3.2015
6.53
97.3
97.3
5.2.2014
31.3.2015
6.24
127.1
127.1
11,874.2
1,780.1
(5,464.4)
8,189.9
131
Grant
date
Expiry
date
Exercise Exercise
price
price
prior to
after
bonus
bonus
At
issue
issue 1.4.2012
RM
RM
Granted
Exercised
Lapsed
Balance
prior to
adjustment
for bonus
issue
000
000
000
000
000
000
000
(559.0) 3,660.9
3,660.9
(1,183.2)
Adjustment
for bonus
issue
Granted
Exercised
000
At
Lapsed 31.3.2013
000
000
2013
132
10.5.2010
31.3.2015
4.50
2.25 4,560.7
(340.8)
15.9.2010
31.3.2015
4.39
2.20
261.2
(53.7)
21.12.2010
31.3.2015
4.47
2.24
515.1
18.3.2011
31.3.2015
4.98
2.49
326.6
10.6.2011
31.3.2015
4.93
2.47
250.4
15.8.2011
31.3.2015
4.89
2.45
101.2
(25.2)
9.11.2011
31.3.2015
4.90
2.45
551.1
(18.7)
31.5.2012
31.3.2015
3.29
3.29
15.8.2012
31.3.2015
4.02
4.02
2.11.2012
31.3.2015
4.18
4.18
6.2.2013
31.3.2015
4.11
4.11
(105.0) 6,033.6
207.5
207.5
(45.0)
(108.0)
262.0
(34.0)
481.1
481.1
(361.2)
(56.4)
544.6
(14.1)
286.5
286.5
(142.4)
430.6
(45.0)
205.4
205.4
(151.5)
259.3
76.0
76.0
(22.6)
129.4
532.4
532.4
(158.7)
906.1
860.8
(137.7)
723.1
554.1
554.1
613.6
613.6
1,417.8
1,417.8
6,566.3
(652.1) 5,449.8
5,449.8
3,446.3
(26.0)
(464.4)
(2,202.3)
(269.4) 11,874.2
2013
1.15
0.78
6.46
4.33
5.82
3.90
21.75 24.12
19.93 22.63
02
23
3.27 3.50
3.10 3.30
2.19 2.67
2.71 3.73
The expected volatility was based on assumptions that the historical volatility is indicative of future
trends, which may not necessarily be the actual outcome. No other features of the ESOS grant
were incorporated into the measurement of fair value.
133
Effective interest
rate per annum
Short-term
borrowings
within 1 year
1 to 2
years
2 to 3
years
3 to 4
years
4 to 5
years
After 5
years
Sub-total
Total
RM
RM
RM
RM
RM
RM
RM
RM
2014
Secured
Fixed rate instruments
Term loans
- United States Dollar
2.05%
2,823,984
1,346,622
1,346,622
4,170,606
- RM
8.00%
136,265
147,575
159,823
103,052
410,450
546,715
1.99%
23,242
24,241
24,735
31,661
80,637
103,879
2,983,491
1,518,438
184,558
134,713
1,837,709
4,821,200
2.10%
2,668,464
2,668,464
1,272,462
3,940,926
6,609,390
6.50% - 8.00%
5,004,994
136,267
147,577
159,825
103,054
546,723
5,551,717
1.99%
21,344
22,038
22,740
23,452
27,259
95,489
116,833
7,694,802
2,826,769
1,442,779
183,277
130,313
4,583,138
12,277,940
Finance lease
payables
- United States Dollar
2013
Secured
Fixed rate instruments
Term loans
- United States Dollar
- RM
Finance lease
payables
- United States Dollar
134
2014
2013
RM
RM
105,978
119,919
(2,099)
(3,086)
103,879
116,833
24,152
22,447
Current liabilities
Payable within one year
Minimum lease payments
Less: Future finance charges
Present value of minimum lease payments
(910)
(1,103)
23,242
21,344
81,826
97,472
(1,189)
(1,983)
80,637
95,489
103,879
116,833
Non-current liabilities
Payable after one year but not later than five years
Minimum lease payments
Less: Future finance charges
Present value of minimum lease payments
Total present value of minimum lease payments
The term loans of the Group are secured by:
(i) legal charges over a subsidiarys certain freehold land and buildings (Note 8);
(ii) specific debenture over a subsidiarys certain plant and machinery (Note 8); and
(iii) corporate guarantee from the Company.
135
Company
2014
2013
2014
2013
RM
RM
RM
RM
53,188,131
56,188,005
Trade
Trade payables
Non-trade
Other payables
25,211,831
21,151,426
58,715
13,062
Accruals
16,032,798
21,472,747
318,000
288,000
41,244,629
42,624,173
376,715
301,062
94,432,760
98,812,178
376,715
301,062
Trade payables
The normal trade credit terms granted to the Group range from 30 to 60 days (2013: 30 to 60 days).
The foreign currency exposure of trade payables is as follows:
Group
2014
2013
RM
RM
32,980,483
31,615,450
Other payables
Included in other payables of the Group is an amount of RM7,575,841 (2013: RM12,890,791) in
respect of balances outstanding owing to contractors for the construction and set up of new production
plant and machinery.
The foreign currency exposure of other payables is as follows:
Group
136
2014
2013
RM
RM
1,481,210
5,117
Company
2014
2013
RM
RM
108,676,239
97,228,381
4,846,844
5,969,004
137
Company
2014
2013
2014
2013
RM
RM
RM
RM
480,000
468,000
288,000
288,000
5,542,101
4,266,354
27,000
32,500
256,084
Post-employment benefits
459,843
318,386
852,397
111,693
7,334,341
5,420,517
315,000
320,500
Directors fees
Short term employee benefits
Share-based payment expense
23. DIVIDENDS
Group/Company
2014
2013
RM
RM
Third interim single tier exempt dividend of 3.5 sen per share in
respect of the financial year ended 31 March 2013
25,689,300
29,697,101
First interim single tier exempt dividend of 3.5 sen per share in
respect of the financial year ended 31 March 2014
26,072,949
Second interim single tier exempt dividend of 3.5 sen per share
in respect of the financial year ended 31 March 2014
26,139,884
21,933,180
Final single tier exempt dividend of 3.5 sen per share in respect
of the financial year ended 31 March 2012
25,606,224
First interim single tier exempt dividend of 3.5 sen per share in
respect of the financial year ended 31 March 2013
25,613,032
Second interim single tier exempt dividend of 3.5 sen per share
in respect of the financial year ended 31 March 2013
25,654,758
107,599,234
98,807,194
138
2014
2013
RM
RM
168,550,880
26,925,657
1,942,512,846
139
2013
RM
RM
North America
536,338,383
572,738,206
Europe
330,854,784
299,940,948
141,494,113
109,771,190
42,970,832
34,962,758
924,310
828,892
54,496,943
13,793,693
1,107,079,365
1,032,035,687
Australia
Malaysia
South America
Non-current assets which do not include financial instruments and deferred tax assets analysed by
geographical location of the assets are as follows:
Group
Malaysia
2014
2013
RM
RM
691,193,795
542,073,412
107,729
129,358
39,563
31,267
9,749
4,052
56,951
66,752
691,407,787
542,304,841
North America
Australia
China
India
Customer A
140
2014
2013
Geographical
RM
RM
location
268,953,861
258,603,347
North America
The Plaintiffs have commenced legal proceedings against the Defendants by filing a Writ and Statement
of Claim on 6 August 2010 at the High Court of Malaya at Kuala Lumpur (the High Court).
The Plaintiffs are seeking, amongst others, the following reliefs against the Defendants:
(i) a declaration pursuant to Sections 56 and 57 of the Patents Act 1983 that Claims 1 to 14 of
Malaysia Patent No. MY 121188-A (188 Patent) are invalid and null and void in Malaysia;
(ii) a declaration that the amendments to the application for the 188 Patent are unlawful and ultra vires
the Patents Act 1983, further contravene the Patents Regulations 1986 and render the 188 Patent
invalid, null and void;
(iii) a declaration pursuant to Section 62 of the Patent Act 1983 that the making, importing, offering
for sale, selling or using of the Sentinel/Hartalega System does not constitute an infringement of
any of the claims on the 188 Patent; and
(iv) damages and costs.
The Defendants counterclaimed, amongst others, for the following reliefs:
(i) a declaration pursuant to Sections 56 and 57 of the Patents Act 1983 that Claims 1 to 7 of
Malaysian Patent No. MY 140770-A (770 Patent) are invalid and null and void in Malaysia;
(ii) a declaration that the first and/or the second Defendant, as the case may be, is the patentee of the
188 Patent, the said 188 Patent is validly subsisting and has been infringed by the Plaintiffs jointly
and severally;
(iii) an injunction to restrain the Plaintiffs from dealing with the Sentinel/Hartalega System which is the
subject matter of the 770 Patent or any other systems that infringe the 188 Patent in whatsoever
manner; and
(iv) damages and costs.
The High Court has delivered its judgement on 25 August 2011 whereby it is adjudged that:
(i) Patent No. MY 140770-A (770 Patent) entitled The Arrangement and Method of Assembling
Former Holders is valid;
(ii) Patent No. MY 121188-A (118 Patent) entitled Conveyor System for Use in Dipping Process is
valid; and
(iii) the Plaintiffs double former conveyor system does not infringe the Defendants 188 Patent.
141
The Plaintiff has instituted legal proceedings against the Defendants by filing a Writ of Summons and a
Statement of Claim in the High Court of Malaya at Kuala Lumpur (the Action). The Writ of Summons
and Statement of Claim were served on the Company on 24 March 2011.
The Plaintiff claims against the Defendants for the following:
(i) he had delivered to the 3rd Defendant, acting on behalf of the 2nd Defendant substantial part of
another two (2) assembly lines for the manufacture of gloves for storage at the 2nd Defendants
factory to which he purportedly intended to be reimbursed for. The Plantiff contends that the 3rd
Defendant (whom the Plaintiff contends is the controlling mind and person behind the 2nd Defendant)
has represented to him that the said parts would be kept in the possession of the 2nd Defendant as
a trustee for the Plaintiff;
(ii) the Plaintiff contends that the 2nd Defendant had in flagrant breach of trust utilised the said parts to
assemble another 2 assembly lines for the manufacture of latex gloves and that the 2nd Defendant
had in breach of trust converted the same for its use and acquired proceeds and/or profits from the
assembly of the said parts and as a consequence thereof has purportedly been unjustly enriched;
(iii) the Plaintiff further claims that there was a conspiracy to injure the Plaintiff by the 3rd, 4th and 5th
Defendant culminating in the share allotment on 4 April 2005. The Plaintiff states that 3rd, 4th
and 5th Defendant had agreed to use the said allotment of shares for the predominant purpose
of injuring the Plaintiff and that the said allotment was done pursuant to a purported agreement
between the 3rd, 4th and 5th Defendants to injure the Plaintiff resulting in damage and loss to him;
(iv) that the 2nd Defendant is a trustee for the unpaid dividends amounting to RM488,765.25 due and
owing to the Plaintiff; and
142
143
144
145
On 31 March 2014, the Company subscribed for additional 38,464,600 ordinary shares of RM1
each in HNGC for a cash consideration of RM38,464,600 by way of capitalisation of amount owing
by HNGC to the Company. There were no changes in the equity interest in HNGC.
On 31 March 2014, the Company subscribed for additional 18,500,000 ordinary shares of RM1
each in HNGC for a total consideration of RM18,500,000. There were no changes in the equity
interest in HNGC.
(c) On 19 August 2013, the Company subscribed for additional 1,999,000 ordinary shares of RM1
each in Hartalega Research Sdn Bhd (HRSB) for a total consideration of RM1,999,000. There were
no changes in the equity interest in HRSB.
146
2013
% of total
RM
% of total
By country:
United States of America
55,876,083
41.76
70,934,889
59.15
Germany
44,491,531
33.25
28,804,338
24.02
5,709,468
4.27
5,122,622
4.27
Canada
3,592,773
2.68
1,735,639
1.45
Japan
2,931,547
2.19
3,941,825
3.29
Brazil
13,511,099
10.10
1,627,311
1.36
7,698,891
5.75
7,755,264
6.46
133,811,392
100.00
119,921,888
100.00
Australia
Others
147
148
Carrying
amount
Contractual
cash flows
On demand
or within
1 year
1 to 2
years
2 to 5
years
Over 5
years
Total
RM
RM
RM
RM
RM
RM
RM
53,188,131
53,188,131
53,188,131
53,188,131
41,244,629
41,244,629
41,244,629
103,879
105,978
24,151
24,638
57,189
105,978
4,717,321
4,870,075
3,059,466
1,529,664
280,945
4,870,075
99,253,960
99,408,813
97,516,377
1,554,302
338,134
99,408,813
376,715
376,715
376,715
56,188,005
56,188,005
56,188,005
56,188,005
42,624,173
42,624,173
42,624,173
116,833
119,918
22,447
23,757
73,714
12,161,107
12,575,037
7,938,437
2,900,619
1,735,981
12,575,037
2,924,376
1,809,695
111,507,133
2014
Group
Financial liabilities:
Trade payables
Finance lease
payables
Other borrowings
Company
Financial liabilities:
Other payables and
accruals
376,715
2013
Group
Financial liabilities:
Trade payables
Finance lease
payables
Other borrowings
119,918
Company
Financial liabilities:
Other payables and
accruals
301,062
301,062
301,062
301,062
149
Contractual
cash flows
1 month
1-7 months
RM
RM
RM
RM
(868,000)
(868,000)
(257,000)
(611,000)
2013
Financial liabilities
Forward foreign currency
contracts
(c) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Groups financial instruments will
fluctuate because of changes in market interest rates.
The Groups exposure to interest rate risk arises primarily from deposits placed with licensed banks,
fixed income fund and borrowings. The deposits placed with licensed banks at fixed rate expose the
Group to fair value interest rate risk whilst fixed income fund at variable rate expose the Group to cash
flow interest rate risk.
Borrowings and finance lease payables at fixed rate amounting to RM4,821,200 (2013:
RM12,277,940) expose the Group to fair value interest rate risk.
The Group manages its interest rate risk exposure by reviewing its debts portfolio to ensure favourable
rates are obtained.
The Group does not have any fixed rate financial assets and liabilities at fair value through profit or loss.
Therefore, a change in the interest rates at the reporting date would not affect profit or loss.
150
USD/RM - strengthened 5%
- weakened 5%
2014
2013
RM
RM
4,870,853
3,793,504
(4,870,853)
(3,793,504)
151
Fair
amount
value
RM
RM
4,717,321
4,708,296
103,879
103,680
12,161,107
12,019,007
116,833
115,468
2014
Financial Liabilities
Loans and borrowings
Finance lease payables
2013
Financial Liabilities
Loans and borrowings
Finance lease payables
152
Level 1
Level 2
Level 3
RM
RM
RM
RM
1,945,000
1,945,000
(868,000)
(868,000)
2014
Derivative financial instruments
- foreign currency forward
contracts
2013
Derivative financial instruments
- foreign currency forward
contracts
During the financial years ended 31 March 2014 and 2013, there was no transfer between fair value
measurement hierarchy.
153
Level 1
Level 2
Level 3
RM
RM
RM
RM
4,708,296
4,708,296
103,680
103,680
12,019,007
12,019,007
115,468
115,468
2014
Financial Liabilities
Loans and borrowings
Finance lease payables
2013
Financial Liabilities
Loans and borrowings
Finance lease payables
154
UPPLEMENTARY INFORMATION
ON THE DISCLOSURE OF REALISED AND
UNREALISED PROFITS OR LOSSES
The following analysis of realised and unrealised retained earnings of the Group and of the Company is
presented in accordance with the directive issued by Bursa Malaysia Securities Berhad (Bursa Securities)
dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No.1, Determination
of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities
Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.
The retained earnings of the Group and of the Company as at the reporting date is analysed as follows:
Group
Company
2014
2013
2014
2013
RM
RM
RM
RM
664,561,374
533,522,793
26,061,626
19,555,391
(57,028,962)
(50,877,497)
607,532,412
482,645,296
26,061,626
19,555,391
(98,140,850)
(98,467,848)
509,391,562
384,177,448
26,061,626
19,555,391
The disclosure of realised and unrealised profits above is solely for complying with the disclosure requirements
stipulated in the directive of Bursa Securities and should not be applied for any other purpose.
155
dditional
Compliance Information
A. Related Party Transactions
A list of the significant related party transactions between the Company and its subsidiaries, and between
the Group and other related parties including relevant key management personnel for the financial year
ended 31 March 2014 is set out on pages 137 and 138 of the Annual Report.
B. Share Buy-back
During the financial year, the Company had not purchased any of its own shares.
There were no sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or
management by any relevant regulatory bodies during the financial year.
The amount of non-audit fees paid/payable to the external auditor in respect of the financial year amount
to RM6,200 (2013 : RM29,900).
E. Variation In Result
There was no profit forecast announced by the Group for the financial year.
F. Profit Guarantees
There was no profit guarantee given by the Group for the financial year.
The Company does not have a revaluation policy on its landed properties.
During the current financial year ended 31 March 2014, a total of 5,464,400 new ordinary shares of
RM0.50 each were issued and allotted pursuant to the exercise of the ESOS and a total of 8,259,666
new ordinary shares of RM0.50 each were issued and allotted pursuant to the exercise of the Warrants.
The details of the issued and paid-up share capital of the Company as at 31 March 2014 are as follows:
As at 1 April 2013
Ordinary shares of RM0.50 each issued pursuant to the ESOS
Ordinary shares of RM0.50 each issued pursuant to
the Warrants
As at 31 March 2014
No. of Shares
RM
733,308,300
366,654,150
5,464,400
2,732,200
8,259,666
4,129,833
747,032,366
373,516,183
Other than the above, there was no issuance of convertible securities during the financial year.
156
During the financial year 2014, the Company was involved in a Sponsored Level-1 American Depository
Receipt (ADR) Programme which is a programme to facilitate the trading of Hartalega shares by investors
in the United States of America. The programme was registered to the Securities and Exchange Commission
of the United States of America since 27 June 2012 and the first trade started on 3 July 2012.
The Bank of New York Mellon has been appointed as the depository bank for the ADR programme with
Malayan Banking Berhad as the custodian of Hartalegas shares in Malaysia for the ADR. Under the
Depository Receipt Programme, the total number of shares that can be purchased shall not exceed 5% of
the total issued and paid-up capital of Hartalega at any point in time and the shares were listed on a 10
to 1 bundled ratio.
The ADR programme is expected to enhance the visibility of the Company in the United States of America
and to increase the awareness of the Company among US brokers, analysts and investors as the ADR
programme provides an avenue for the US investing community to access Hartalega shares, thereby
enabling the Company to broaden its foreign shareholders base in addition to increasing its shareholder
diversity.
As at 31 March 2014, the number of Hartalega ordinary shares held under the ADR programme by the
custodian Malayan Banking Berhad was 11,430 only.
J. Material Contracts
During the year, there were no material contracts entered into by the Company and its subsidiaries which
involved Directors and major shareholders interests.
There were no contracts relating to loan by the Company and its subsidiaries in respect of item J.
157
ist of Properties
As at 31 March 2014
Location Address
Approximate
Age of
Building
Existing Use
Tenure
Date of
Acquisition
Area (m)
NBV (RM)
Factory
and office
building
Between 8 20 years
Freehold
1995 2007
30,641
(build-up
area)
23,780,296
Factory
and office
building
Between 4 6 years
Freehold
2006 2011
41,736
(build-up
area)
53,103,971
Factory
and office
building
2 years
Freehold
2013
31,948
(build-up
area)
54,830,904
Industrial
land
N/A
Freehold
1993 2001
43,158
4,901,383
Industrial
land
N/A
Freehold
2006 2007
57,987
10,031,396
Industrial
land
N/A
Freehold
2010 2011
20,662
11,671,112
Industrial
land
N/A
Leasehold
expiring on
9 Oct 2110
2013
384,449
86,585,835
Agriculture
land
N/A
Leasehold
expiring on
9 Oct 2110
2013
68,800
3,470,450
Industrial
land
N/A
Leasehold
expiring on
9 Oct 2110
2014
650
168,000
Vacant land
N/A
Leasehold
expiring
on 14 Mar
2090
1998
3,237
141,092
158
List of Properties
As at 31 March 2014
(cOntd)
Location Address
Approximate
Age of
Building
Existing Use
Tenure
Date of
Acquisition
Area (m)
NBV (RM)
4-storey
office buiding
8 years
Leasehold
expiring
on 27 Aug
2102
2007
410
(build-up
area)
1,597,994
Single-storey
house-hostel
10 years
Freehold
2009
143
163,186
Single-storey
house-hostel
10 years
Freehold
2009
144
163,322
Single-storey
house-hostel
10 years
Freehold
2009
145
163,469
Single-storey
house-hostel
10 years
Freehold
2009
146
167,860
Single-storey
house-hostel
10 years
Freehold
2010
147
163,616
159
nalysis of Shareholdings
As at 30 June 2014
Authorised Share Capital
: RM750,000,000/-
Issued and Paid Up Share Capital : RM378,697,318.00 comprising 757,394,636 ordinary shares
Class of Shares
Voting Rights
Number of Shareholders
: 3,334
DISTRIBUTION OF SHAREHOLDINGS
Size of Holdings
No. of Holders
No. of Shares
54
480
0.00
830
589,547
0.08
1,574
6,788,820
0.89
10,001 to 100,000
663
20,705,568
2.73
211
284,823,717
37.61
444,486,504
58.69
3,334
757,394,636
100.00
SUBSTANTIAL SHAREHOLDERS
The following are the substantial shareholders of the Company according to the Register of Substantial
Shareholders.
Direct Interest
Indirect Interest
Name of Shareholders
No. of Shares
384,154,304
50.72
0.00
0.00
No. of Shares
0
%
0
420,448,304*
384,154,304**
55.51
50.72
* Deemed interest through his shareholding in Hartalega Industries Sdn Bhd and Budi Tenggara Sdn Bhd by
virtue of Section 6A of the Companies Act 1965.
** Deemed interest through his shareholding in Hartalega Industries Sdn Bhd by virtue of Section 6A of the
Companies Act 1965.
160
Analysis of Shareholdings
As at 30 June 2014
(contd)
DIRECTORS SHAREHOLDINGS
Direct Interest
No. of Shares
No. of Shares
0.00
420,448,304*
55.51
1,377,000
1,374,000
900,000
1,084,900
Indirect Interest
1,635,000
128,100
40,000
0.18
0.18
0.12
14,000#
0.14
51,000#
0.22
4,351,200**
0.02
0.01
0.01
0.57
* Deemed interest through his shareholding in Hartalega Industries Sdn Bhd and Budi Tenggara Sdn Bhd by
virtue of Section 6A of the Companies Act 1965.
** Deemed interest through her shareholding in Kinetic Region Sdn Bhd by virtue of Section 6A of the
Companies Act 1965.
# Shares held through spouse/children of the Director who herself/himself is not Director of the Company.
161
Analysis of Shareholdings
As at 30 June 2014
(contd)
30 LARGEST SHAREHOLDERS AS AT 30 JUNE 2014
No.
Name of Shareholders
No. of Shares
384,154,304
50.72
60,332,200
7.97
36,294,000
4.79
33,690,836
4.45
17,747,036
2.34
15,510,326
2.05
7,640,400
1.01
6,614,300
0.87
6,532,228
0.86
10
5,266,460
0.70
11
4,723,500
0.62
12
4,606,000
0.61
13
4,596,400
0.61
14
4,547,600
0.60
15
4,458,920
0.59
16
4,354,300
0.57
17
3,751,200
0.50
18
3,750,800
0.50
19
3,709,000
0.49
20
3,683,500
0.49
162
Analysis of Shareholdings
As at 30 June 2014
(contd)
30 LARGEST SHAREHOLDERS AS AT 30 JUNE 2014 (contd)
No.
Name of Shareholders
No. of Shares
21
KUAN EU JIN
3,430,500
0.45
22
2,982,606
0.39
23
2,700,000
0.36
24
2,631,575
0.35
25
2,620,300
0.35
26
2,600,000
0.34
27
2,520,000
0.33
28
2,506,000
0.33
29
2,198,400
0.29
30
2,127,900
0.28
163
nalysis of WARRANTs
As at 30 June 2014
No. of Holders
No. of Shares
164
5,440
0.01
100 - 1,000
582
250,460
0.46
1,001 - 10,000
372
1,444,180
2.64
10,001 to 100,000
165
5,058,984
9.24
37
18,294,166
33.40
29,709,734
54.25
1,323
54,762,964
100.00
Indirect Interest
No. of Shares
20,485,430
37.41
0.00
0.00
No. of Shares
24,114,830*
20,485,430**
44.03
37.41
* Deemed interest through his shareholding in Hartalega Industries Sdn Bhd and Budi Tenggara Sdn Bhd
by virtue of Section 6A of the Companies Act 1965.
** Deemed interest through his shareholding in Hartalega Industries Sdn Bhd by virtue of Section 6A of the
Companies Act 1965.
164
Analysis of WARRANTS
As at 30 June 2014
(contd)
DIRECTORS WARRANT HOLDINGS
Direct Interest
No. of Shares
No. of Shares
0.00
24,114,830*
44.03
137,700
137,400
90,000
105,000
Indirect Interest
163,500
33,411
4,000
0.21
0.21
0.14
1,200#
0.16
5,100#
0.25
0.05
0.01
435,120**
0.01
0.79
* Deemed interest through his shareholding in Hartalega Industries Sdn Bhd and Budi Tenggara Sdn Bhd by
virtue of Section 6A of the Companies Act 1965.
** Deemed interest through her shareholding in Kinetic Region Sdn Bhd by virtue of Section 6A of the
Companies Act 1965.
# Shares held through spouse/children of the Director who herself/himself is not Director of the Company.
165
Analysis of WARRANTS
As at 30 June 2014
(contd)
30 LARGEST WARRANT HOLDING AS AT 30 JUNE 2014
No.
Name of Shareholders
No. of Shares
20,485,430
37.41
5,594,904
10.22
3,629,400
6.63
2,468,000
4.51
1,979,083
3.61
1,751,800
3.20
1,544,600
2.82
1,238,800
2.26
1,220,600
2.23
10
790,380
1.44
11
557,940
1.02
12
545,000
1.00
13
517,441
0.94
14
450,640
0.82
15
410,000
0.75
16
398,000
0.73
17
375,120
0.68
18
355,000
0.65
19
KUAN EU JIN
343,050
0.63
20
328,520
0.60
166
Analysis of WARRANTS
As at 30 June 2014
(contd)
30 LARGEST WARRANT HOLDING AS AT 30 JUNE 2014 (contd)
No.
Name of Shareholders
No. of Shares
21
272,000
0.50
22
219,840
0.40
23
219,112
0.40
24
200,000
0.37
25
189,900
0.35
26
SHIRLEY LOH
165,900
0.30
27
163,500
0.30
28
159,660
0.29
29
137,700
0.25
30
137,400
0.25
167
otice of
Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Eighth (8th) Annual General Meeting of the Company will be held at
the Auditorium, LG1, Sime Darby Convention Centre, No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur on
Tuesday, 26 August 2014, at 9.30 a.m. for the following purposes:
AGENDA
AS ORDINARY BUSINESSES
1. To table the Audited Financial Statements for the year ended 31 March 2014 together with the Reports of
the Directors and Auditors thereon.
2. To approve the payment of a final dividend of 4 sen per share single tier for the financial year ended
31 March 2014.
(Resolution 1)
3. To approve the payment of Directors Fees totalling RM288,000 for the financial year ended
31 March 2014.
(Resolution 2)
4. To re-elect the following Directors retiring in accordance with Article 91 of the Articles of Association of the
Company:
(a) Mr Kuan Mun Leong
(Resolution 3)
(Resolution 4)
(Resolution 5)
5. To re-appoint the following Directors who retire pursuant to Section 129(6) of the Companies Act 1965
and being eligible, offer themselves for re-appointment:
(a) Dato Mohamed Zakri bin Abdul Rashid
(Resolution 6)
(Resolution 7)
6. To re-appoint Messrs Deloitte & Touche (AF 0834) as Auditors of the Company and to authorise the
Directors to fix their remuneration.
168
(Resolution 8)
169
AND FURTHER THAT authority be and is hereby given to the Directors of the Company to take all such steps
as may be necessary or expedient (including without limitation, the opening and maintaining of central
depository account(s) under the Securities (Central Depository) Industry Act 1991, and the entering into
and execution of all agreements, arrangements and guarantees with any party or parties) to implement,
finalise and give full effect to the Proposed Share Buy-Back with full powers to assent to any conditions,
modifications, revaluations, variations and/or amendments (if any) as may be imposed by the relevant
authorities and with full power to do all such acts and things thereafter (including without limitation, the
cancellation or retention as treasury shares of all or any part of the Shares bought-back) in accordance with
the provisions of the Act, the Memorandum and Articles of Association of the Company, the Main Market
Listing Requirements of Bursa Securities and all other relevant statutory and/or regulatory requirements.
(Resolution 10)
170
Notes:
(A) The Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act 1965 does not require a formal approval of the
shareholders for the Audited Financial Statements. Hence, this agenda item is not put forward for voting.
(1) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies (or being a corporate member, a corporate
representative) to attend and vote in his stead. A proxy may but 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.
(2) Subject to Note A (3) below, where a member appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportion of his
shareholding to be represented by each proxy.
(3) The instrument appointing a proxy in the case of an individual shall be signed by the appointor or his attorney or in the case of a corporation executed under its
common seal or signed on behalf of the corporation by its attorney duly authorised.
(4) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities
account (omnibus account) as defined under the Securities Industry (Central Depositories) 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.
(5) Where the Form of Proxy is executed by a corporation, it must be executed under its seal or under the hand of its attorney.
(6) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or
authority, must, to be valid, be deposited at the office of the Companys Registrars, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Block D13,
Pusat Dagangan Dana 1, Jalan PJU 1A/46, 47301 Petaling Jaya, not less than forty-eight (48) hours before the time set for the meeting or at any adjournment
thereof.
(7) Only a depositor whose name appears on the Record of Depositors as at 20 August 2014 shall be entitled to attend the said meeting and to appoint a proxy or
proxies to attend, speak and/or vote on his/her behalf.
Explanatory notes on Special Business:
(8) Resolution 9
Ordinary Resolution - Authority to allot and issue shares pursuant to Section 132D of the Companies Act 1965
The proposed Ordinary Resolution 9 is a renewable mandate for the issue of shares under Section 132D of the Companies Act 1965. If passed, will give flexibility
to the Directors of the Company to issue shares up to a maximum of ten per centum (10%) of the issued share capital of the Company at the time of such issuance of
shares (other than bonus or rights issue) and for such purposes as they consider would be in the best interests of the Company without having to convene separate
general meetings. This authority, unless revoked or varied at a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company.
No shares have been issued and allotted by the Company since obtaining the said authority from its shareholders at the last Annual General Meeting held on
27 August 2013 pursuant to this authority.
The general mandate will provide flexibility to the Company for any possible fund raising activities, including but not limited to the placing of shares, funding future
investment(s), acquisition(s) and working capital and thereby reducing administrative time and cost associated with the convening of such meeting(s).
(9) Resolution 10
Ordinary Resolution Proposed renewal of authority for purchase of own shares by the Company
The proposed Ordinary Resolution 10 if passed, will empower the Company to purchase and/or hold up to ten per centum (10%) of the issued and paid-up share
of the Company. This authority unless revoked or varied by the Company at a General Meeting will expire at the next Annual General Meeting.
Further information on the Proposed Renewal of Authority for Purchase of Own Shares by the Company is set out in the Share Buy-Back Statements to Shareholders
of the Company which is dispatched together with this Annual Report.
171
(Article 91)
(Resolution 3)
(Article 91)
(Resolution 4)
(Article 91)
(Resolution 5)
2. The Directors who are standing for re-election at the Annual General Meeting of the Company pursuant to
Section 129(6) of the Companies Act 1965 are as follows:
(a) Dato Mohamed Zakri bin Abdul Rashid
(Resolution 6)
(Resolution 7)
3. The detailed profiles of the above Directors who are standing for re-election are set out in the Directors
Profiles set out on pages 12 to 17 of the Annual Report and their securities holdings in the Company are
set out in the Analysis of Shareholdings on page 160 to 163.
4. Board Meetings held in the financial year ended 31 March 2014.
There were six (6) Board Meetings held during the financial year ended 31 March 2014. Details of the
attendance of the Directors are as follows:
Directors
Attendance
6/6
5/6
6/6
6/6
6/6
5/6
6/6
6/6
172
roxy Form
*I/We,
of
(Address)
NRIC No.
of
(Address)
NRIC No.
of
(Address)
or, *the Chairman of the Meeting as *my/our proxy to vote for *me/us on *my/our behalf at the Eighth (8th) Annual General Meeting of
Hartalega Holdings Berhad to be held at Auditorium, LG1, Sime Darby Convention Centre, No. 1A, Jalan Bukit Kiara 1, 60000 Kuala Lumpur
on Tuesday, 26 August 2014, at 9.30 a.m. or at any adjournment thereof.
*My/Our Proxy(ies) is/are to vote as indicated below:
NO.
ORDINARY RESOLUTIONS
FOR
1.
To approve the payment of a final dividend of 4 sen per share single tier
2.
3.
4.
5.
6.
7.
8.
To re-appoint Messrs Deloitte & Touche (AF 0834) as Auditors of the Company and to authorise the
Directors to determine their remuneration
9.
Special Business - To approve the Authority to Directors to allot and issue shares pursuant to Section
132D of the Companies Act 1965
AGAINST
10. Special Business - To approve the Proposed Renewal of Authority for Purchase of Own Shares by the
Company
(Please indicate with an (X) in the appropriate spaces provided above as to how you wish your votes to be cast. If you do not do so, the proxy
will vote or abstain from voting at *his/her discretion.)
Number of Shares Held :
Dated this
day of
2014
*Signature(s)/Common Seal of Shareholder(s)
Notes:
(A) The Agenda item is meant for discussion only as the provision of Section 169(1) of the Companies Act 1965 does not require a formal approval of the shareholders for the
Audited Financial Statements. Hence, this agenda item is not put forward for voting.
(1) A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy or proxies (or being a corporate member, a corporate representative) to
attend and vote in his stead. A proxy may but 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.
(2) Subject to Note A (3) below, where a member appoints two (2) or more proxies, the appointments shall be invalid unless he specifies the proportion of his shareholding to
be represented by each proxy.
(3) The instrument appointing a proxy in the case of an individual shall be signed by the appointor or his attorney or in the case of a corporation executed under its common
seal or signed on behalf of the corporation by its attorney duly authorised.
(4) Where a member of the Company is an exempt authorised nominee which holds ordinary shares in the Company for multiple beneficial owners in one securities account
(omnibus account) as defined under the Securities Industry (Central Depositories) 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.
(5) Where the Form of Proxy is executed by a corporation, it must be executed under its seal or under the hand of its attorney.
(6) The instrument appointing a proxy and the power of attorney or other authority (if any) under which it is signed, or a notarially certified copy of that power or authority, must,
to be valid, be deposited at the office of the Companys Registrars, Symphony Share Registrars Sdn Bhd, Level 6, Symphony House, Block D13, Pusat Dagangan Dana 1,
Jalan PJU 1A/46, 47301 Petaling Jaya, not less than forty-eight (48) hours before the time set for the meeting or at any adjournment thereof.
(7) Only a depositor whose name appears on the Record of Depositors as at 20 August 2014 shall be entitled to attend the said meeting and to appoint a proxy or proxies to
attend, speak and/or vote on his/her behalf.
173
fold here
Stamp
fold here
174
CORPORATE OFFICE
C-G-9, Jalan Dataran SD1, Dataran SD PJU9, Bandar Sri Damansara
52200 Kuala Lumpur, Malaysia
Tel
: +603 6277 1733
Fax
: +603 6280 2533
Email
: info@hartalega.com.my
FACTORY
No.7, Kawasan Perusahaan Suria, Bestari Jaya
45600 Selangor Darul Ehsan, Malaysia
Tel
: +603 3280 3888
Fax
: +603 3271 0135
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