KLK Ar2001
KLK Ar2001
KLK Ar2001
2001
CORPORATE MISSION
C O R P O R A T E O B J E C T I V E S
CORPORATE OBJECTIVES
CONTENTS
2 0 0 l
Notice of Meeting 2-3
Group Highlights 4
Corporate Information 5
Corporate Calendar 10 - 11
Corporate Structure 12 - 13
Chairman’s Statement 14 - 15
Operations Review 17 - 23
Audit Committee 29 - 30
Financial Statements 31 - 69
Area Statement 70
Shareholding Statistics 86 - 87
Proxy Form
NOTICE OF MEETING
2
Notice is hereby given that the Twenty-ninth Annual General Meeting of the Company will be held at the registered office, Wisma
Taiko, 1, Jalan S.P. Seenivasagam, 30000 Ipoh, Perak Darul Ridzuan, Malaysia on Wednesday, 30th January, 2002 at 12.30 p.m. for the
following purposes:-
1. To receive and consider the financial statements for the year ended 30th September, 2001 and the Directors’ and Auditors’ (ORDINARY RESOLUTION 1)
reports thereon.
2. To sanction the payment of a final dividend of 9 sen per share less 28% Malaysian Income Tax. (ORDINARY RESOLUTION 2)
4. To consider and, if thought fit, pass a resolution pursuant to Section 129(6) of the Companies Act, 1965 to re-appoint the
following as Directors of the Company and to hold office until the next Annual General Meeting of the Company:-
5. To fix and approve Directors’ fees for the year ended 30th September, 2001 amounting to RM671,000. (ORDINARY RESOLUTION 9)
6. To appoint Auditors and to authorise the Directors to fix their remuneration. (ORDINARY RESOLUTION 10)
7. As SPECIAL BUSINESS, to consider and, if thought fit, pass the following Resolutions:-
(i) PROPOSED AUTHORITY TO BUY BACK ITS OWN SHARES BY THE COMPANY (ORDINARY RESOLUTION 11)
THAT authority be given to the Directors for the Company to buy back such amount of ordinary shares of RM1.00 each in
the Company (“Authority to Buy Back Shares”) as may be determined by the Directors from time to time through the
Kuala Lumpur Stock Exchange upon such terms and conditions as the Directors may deem fit and expedient in the best
interests of the Company provided that the aggregate number of shares purchased pursuant to this resolution does not
exceed 2.8% of the total issued and paid-up share capital of the Company (equivalent to 20,000,000 shares in the Company
based on its issued and paid-up share capital [excluding treasury shares] of 710,177,128 shares of RM1.00 each as at 5th
December, 2001) and that an amount not exceeding the total retained profits of the Company be allocated for the Authority
to Buy Back Shares (the audited retained profits of the Company as at 30th September, 2001 was RM699 million) AND
THAT the Directors may resolve to cancel the shares so purchased and/or retain the shares so purchased as treasury shares;
AND THAT the Directors be and are hereby empowered to do all such acts and things to give full effect to the Authority to
Buy Back Shares 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 THAT such authority shall commence upon passing of this
ordinary resolution and will expire at the conclusion of the next Annual General Meeting (“AGM”) of the Company following
the passing of this ordinary resolution or the expiry of the period within which the next AGM is required by law to be held
(unless earlier revoked or varied by ordinary resolution of the shareholders of the Company in general meeting) but not
so as to prejudice the completion of a purchase by the Company before the aforesaid expiry date and, in any event, in
accordance with the provisions of the guidelines issued by the Kuala Lumpur Stock Exchange or any other relevant authority.
(ii) PROPOSED SHAREHOLDERS’ MANDATE IN RELATION TO RECURRENT RELATED PARTY TRANSACTIONS OF A (ORDINARY RESOLUTION 12)
REVENUE OR TRADING NATURE
THAT approval be given to the Company and/or its subsidiary companies to enter into recurrent transactions of a revenue
or trading nature with related parties which are necessary for the day to day operations and on normal commercial terms
not more favourable to the related parties than those generally available to the public and are not to the detriment of the
minority shareholders as set out in Appendix I of the Circular to Shareholders dated 4th January, 2002 (“the Mandate”);
THAT the Directors be and are hereby empowered to do all such acts and things (including executing all such documents
as may be required) as they may be considered expedient or necessary to give full effect to the Mandate 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 THAT such Mandate shall commence upon passing of this ordinary resolution and will expire at
the conclusion of the next Annual General Meeting (“AGM”) of the Company following the passing of this ordinary resolution
or the expiry of the period within which the next AGM is required by law to be held but shall not extend to such extension
as may be allowed pursuant to Section 143(2) of the Companies Act, 1965 (unless earlier revoked or varied by ordinary
resolution of the shareholders of the Company in general meeting);
AND THAT the transactions entered into prior to the date of this resolution by the Company and/or its subsidiary companies
involving the interests of such related parties be and are hereby ratified.
NOTES
(1) A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to vote in his stead. A proxy need not
be a member of the Company.
(2) The instrument appointing a proxy must be deposited at the registered office of the Company not less than 48 hours before the time set for the meeting.
(3) The final dividend, if approved, will be paid on 4th March, 2002 to all shareholders on the Register of Members as at 5th February, 2002.
A Depositor with the Malaysian Central Depository shall qualify for entitlement to the dividend only in respect of:-
(i) Shares deposited into the Depositor’s securities account before 12.30 p.m. on 31st January, 2002 in respect of shares which are exempted from
Mandatory Deposit;
(ii) Shares transferred into the Depositor’s securities account before 12.30 p.m. on 5th February, 2002 in respect of ordinary transfers; and
(iii) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange.
Registrable transfers received by the Company’s Branch Registrar in United Kingdom on or before 5th February, 2002 will be registered for entitlements to
the dividend payment.
(4) Profiles of the Directors (together with their attendance in Board Meetings) standing for re-election or re-appointment as Directors of the Company for
Resolutions 3 to 8 are shown on pages 6 to 9 of the 2001 Annual Report and Financial Statements.
(5) For Resolutions 11, 12 and 13, further information on the Share Buy-Back, Shareholders’ Mandate on recurrent Related Party Transactions and Adoption of
New Articles of Association respectively are set out in the Circular to Shareholders of the Company dated 4th January, 2002 which is despatched together
with the Company’s 2001 Annual Report and Financial Statements.
(A proxy form is enclosed with this Annual Report and Financial Statements).
FINANCIAL
Profit:-
before taxation (RM’000) 106,559 290,079 399,326 367,943 293,424
PRODUCTION
AUDITORS KPMG
He graduated from the University of Malaya with a Bachelor of Agricultural Science (Honours) degree
and obtained his Masters in Business Administration from Harvard Business School, U.S.A.
Dato’ Lee Hau Hian and Dato’ Lee Soon Hian who are also Directors of KLK are his brothers. He is deemed
connected to Batu Kawan Berhad, one of the substantial shareholders of KLK. He is deemed interested in
transactions between the KLK Group and with the Batu Kawan Berhad group and Wan Hin Investments
Sdn. Bhd. group carried out in the ordinary course of business. He attended all the four (4) Board of
Directors’ meetings held during the financial year ended 30th September, 2001. In the last ten years, he
Dato’ Lee Oi Hian has not been convicted of any offence.
He is also a director of Batu Kawan Berhad. He previously served as a director of United Malayan Banking
Corporation Bhd. for 20 years.
He is the father of Yeoh Eng Khoon, an Alternate Director in KLK. Save as disclosed he has no other family
relationship with any other director/major shareholder of KLK. He is deemed interested in transactions
between the KLK Group and Batu Kawan Berhad group carried out in the ordinary course of business by
virtue of his common directorships in these companies. He attended all the four (4) Board of Directors’
meetings held during the financial year ended 30th September, 2001. In the last ten years, he has not
been convicted of any offence.
CHARLES LETTS
British, aged 83, Independent Non-Executive Director, joined the Board on 6th July, 1973 as one of the
founder Directors.
After serving in the British Armed Forces during World War II and thereafter in the British Foreign Office,
was a main Board Director of Jardine Matheson & Co. Ltd. for 15 years then set up his own business.
Thereafter he held directorships and advisory posts in companies covering a wide range of industries in
various countries including Batu Kawan Berhad. These interests included acquiring the various companies
which eventually developed into KLK and its associates.
Originally served as Honorary Consul for Brazil in Singapore and now as Honorary Consul for Portugal in
Singapore.
He has no family relationship with any other director/major shareholder of KLK. He is deemed interested
in transactions between the KLK Group and Batu Kawan Berhad group carried out in the ordinary course
of business by virtue of his common directorships in these companies. He attended all the four (4) Board
of Directors’ meetings held during the financial year ended 30th September, 2001. In the past ten years,
he has not been convicted of any offence.
Charles Letts
7
YM TENGKU ROBERT HAMZAH
Malaysian, aged 62, Independent Non-Executive Director, joined the Board on 1st May, 1976. He is a
member of the Audit Committee of the Board.
He is also a director of Batu Kawan Berhad. An architect by profession, he is a partner of T.R. Hamzah &
Yeang Sdn. Bhd. since 1976.
He has no family relationship with any other director/major shareholder of KLK. He is deemed interested
in transactions between the KLK Group and Batu Kawan Berhad group carried out in the ordinary course
of business by virtue of his common directorships in these companies. He attended all the four (4) Board
of Directors’ meetings held during the financial year ended 30th September, 2001. In the past ten years,
he has not been convicted of any offence.
R.M. ALIAS
Malaysian, aged 69, Non-Independent Non-Executive Director, has served on the Board since 1st July,
1978. He is the Chairman of the Remuneration Committee of the Board.
He holds a Bachelor of Arts (Honours) degree from University of Malaya, Singapore, a Certificate of Public
Administration from the Royal Institute of Public Administration, London and has attended the Advanced
Management Program at Harvard Business School, U.S.A.
He held various posts while in the Malaysian Government Service and his last post prior to retirement in
July, 2001 was the Group Chairman of Felda. He was previously the Chairman of Malaysia International
Shipping Corporation Berhad. He is also a director of five (5) listed companies, namely Batu Kawan Berhad,
Malayan Banking Berhad, Sime Darby Berhad, Yule Catto & Co. plc and Cerebos Pacific Limited.
He has no family relationship with any other director/major shareholder of KLK. He is deemed interested
in transactions between the KLK Group and with the Sime Darby Bhd group, Batu Kawan Berhad group
and Malayan Banking Berhad group carried out in the ordinary course of business by virtue of his common
directorships in these companies. He attended all the four (4) Board of Directors’ meetings held during
the financial year ended 30th September, 2001. In the past ten years, he has not been convicted of any R.M. Alias
offence.
He is a director of Keck Seng (Malaysia) Berhad and was previously serving in various senior positions in
the Malaysian armed forces till his retirement in 1977 as General Officer Commanding-in-Chief.
He graduated from the Royal Military Academy, Sandhurst, U.K., the Defence Services Staff College,
Wellington, India and the Joint Services Staff College, Latimer, U.K. He subsequently obtained his MBA
and Doctorate in Business Administration from the Western Pacific University, U.S.A.
He has no family relationship with any other director/major shareholder of KLK and does not have any
conflict of interest with KLK. He attended all the four (4) Board of Directors’ meetings held during the
financial year ended 30th September, 2001. In the past ten years, he has not been convicted of any
offence.
Maj-Gen (R) Dato’ Dr. Mahmood B Sulaiman
8
ONG BENG KEE
Malaysian, aged 58, Executive Director, joined the Board on 1st April, 1991. He is an Associate of the
Incorporated Society of Planters and completed the Advanced Management Course from Templeton
College, Oxford. He has been associated with the plantation industry since 1963, having risen from the
ranks of Assistant, Manager, Planting Adviser and finally, Managing Director. He is currently Council
Member of the Malaysian Palm Oil Association and also an Executive Committee Member of the Malayan
Agricultural Producers Association.
He has no family relationship with any other director/major shareholder of KLK and does not have any
conflict of interest with KLK. He attended all the four (4) Board of Directors’ meetings held during the
financial year ended 30th September, 2001. In the past ten years, he has not been convicted of any
offence.
Dato’ Lee is the Managing Director of Batu Kawan Berhad and a director of HeiTech Padu Berhad and Asia
Pacific Specialty Chemicals Ltd. He is the President of the Perak Chinese Maternity Association and the
Treasurer of the Perak Entrepreneurial Skills & Development Centre. He was a former Chairman of the
Malaysian International Chamber of Commerce & Industry, Ipoh Branch.
He graduated with a Bachelor of Science (Economics) degree from the London School of Economics and
has a MBA degree from Stanford University, California.
He is the brother of Dato’ Lee Oi Hian and Dato’ Lee Soon Hian who are also Directors of KLK and is deemed
a connected party to Batu Kawan Berhad, a substantial shareholder of KLK. He is deemed interested in
transactions between the KLK Group and with the Batu Kawan Berhad group and Wan Hin Investments
Sdn. Bhd. group carried out in the ordinary course of business. He attended all the four (4) Board of
Directors’ meetings held during the financial year ended 30th September, 2001. In the last ten years, he
has not been convicted of any offence.
Tan Sri Thong is the Chairman of Public Bank Berhad, Public Finance Berhad, Berjaya Land Berhad and
Berjaya Sports Toto Bhd. He is also a director of Batu Kawan Berhad, Glenealy Plantations (Malaya) Bhd,
Malaysia Airports Holding Bhd and Malaysia Mining Corporation Bhd. He had served in the Economic
Planning Unit in the Prime Minister’s Department since 1957 and became its Director-General from 1971
to 1978 and served as Secretary-General, Ministry of Finance from 1979 until his retirement in 1986. He
was formerly the Chairman of the Employees Provident Fund Board. He currently serves as member on
the Boards of Trustees of Program Pertukaran Fellowship Perdana Menteri Malaysia,Tun Razak Foundation
and the Malaysian Institute of Economic Research. He is also a member of the Working Group of the
Executive Director for the National Economic Action Council.
He graduated with a Bachelor of Arts (Honours) degree in Economics from University of Malaya and a
Masters degree in Public Administration from Harvard University and has attended the Advanced
Management Program from Harvard Business School. In June, 1998, he was appointed a Pro-Chancellor
of Universiti Putra Malaysia.
He has no family relationship with any other director/major shareholder of KLK. He is deemed interested
in transactions entered between the KLK Group and with the Public Bank Berhad group and Batu Kawan
Berhad group by virtue of his common directorships in these companies. He has attended all the four (4)
Tan Sri Dato’ Thong Yaw Hong Board of Directors’ meetings held during the financial year ended 30th September, 2001. In the past ten
years, he has not been convicted of any offence.
9
DATO’ LEE SOON HIAN
Malaysian, aged 44, Executive Director, joined the Board on 17th February, 1998. He is also a director of
Batu Kawan Berhad.
He brings along to KLK his wide experience in manufacturing and property development.
He is the brother of Dato’ Lee Oi Hian and Dato’ Lee Hau Hian who are also Directors of KLK and is deemed
a connected party to Batu Kawan Berhad, a substantial shareholder of KLK. He is deemed interested in
transactions between the KLK Group and with the Batu Kawan Berhad group and Wan Hin Investments
Sdn. Bhd. group carried out in the ordinary course of business. He has attended all the four (4) Board of
Directors’ meetings held during the financial year ended 30th September, 2001. In the last ten years, he
has not been convicted of any offence.
Datuk Abdul Rahman was General Manager of United Asian Bank and Group Managing Director of Pernas
Sime Darby Berhad and Group Chief Executive of Golden Hope Plantations Berhad prior to joining the
KLK Board. He is currently the Chairman of Johore Tenggara Oil Palm Berhad and a Board member of
Malayan Banking Berhad, both of which are public listed companies and Chairman of Takaful Nasional
Sdn. Bhd.
He is a nominee director of Permodalan Nasional Berhad, a major shareholder of KLK. Save as disclosed
he has no other family relationship with any other director/major shareholder of KLK. He is deemed
interested in transactions between the KLK Group and Malayan Banking Berhad group carried out in the
ordinary course of business by virtue of his common directorships in these companies. He has attended
all the four (4) Board of Directors’ meetings held during the financial year ended 30th September, 2001. Datuk Abdul Rahman bin Mohd. Ramli
In the past ten years, he has not been convicted of any offence.
He is also the alternate director in Batu Kawan Berhad. He has previous work experience in banking,
manufacturing and the retail business.
He is the son of Yeoh Chin Hin who is a Director of KLK. Save as disclosed he has no other family relationship
with any other director/major shareholder of KLK. He is deemed interested in transactions between the
KLK Group and Batu Kawan Berhad group carried out in the ordinary course of business by virtue of his
common directorships in these companies. As an Alternate Director, he only attends Board Meetings in
the absence of Yeoh Chin Hin. In the past ten years, he has not been convicted of any offence.
Yeoh Eng Khoon
11
The Group announced the incorporation of a new subsidiary, namely, KLK (Mauritius) International Ltd in Mauritius as an investment holding company.
Bornion Estate Sdn Bhd KL-K Holiday Bungalows Sdn Berhad KL-Kepong Industrial Holdings Sdn Bhd
12 63% (Plantation) 100% (Operating holiday bungalows) 100% (Investment holding)
Fajar Palmkel Sdn Berhad KL-Kepong Property Holdings Sdn Bhd B.K.B. Hevea Products Sdn Bhd
100% (Kernel crushing) 100% (Investment holding) 100% (Manufacturing of parquet flooring products)
Gocoa Sdn Bhd Betatechnic Sdn Bhd B.K.B. Flooring Sdn Bhd
100% (Plantation) 100% (Property development) 100% (Marketing of parquet flooring products)
Golden Peak Development Sdn Bhd Colville Holdings Sdn Bhd KL-Kepong Cocoa Products Sdn Bhd
100% (Plantation) 100% (Property development) 100% (Manufacturing of cocoa products)
Golden Sphere Sdn Bhd KL-Kepong Complex Sdn Bhd KSP Manufacturing Sdn Bhd
100% (Plantation) 100% (Property development) 96% (Manufacturing of soap noodles)
Golden Yield Sdn Bhd KL-Kepong Country Homes Sdn Bhd Masif Healthcare Products Sdn Bhd
KUALA LUMPUR KEPONG BERHAD
100% (Plantation) 100% (Property development) 100% (Manufacturing of latex examination gloves)
Kalumpang Estates Sdn Berhad KL-Kepong Property Development Sdn Bhd Masif Latex Products Sdn Bhd
100% (Plantation) 100% (Property development) 100% (Manufacturing of household latex gloves)
KL-Kepong (Sabah) Sdn Bhd KL-Kepong Property Management Sdn Bhd Palmamide Sdn Bhd
100% (Milling & refining of palm products) 100% (Property management) 88% (Manufacturing of industrial amides)
KL-Kepong Edible Oils Sdn Bhd Kompleks Tanjong Malim Sdn Bhd Palm-Oleo Sdn Bhd
100% (Refining of palm products) 80% (Property development) 80% (Manufacturing of oleochemicals)
KL-Kepong Plantation Holdings Sdn Bhd Palermo Corporation Sdn Bhd Jasachem Sdn. Bhd.
100% (Investment holding) 100% (Property development) 100% (Investment holding)
Gunong Pertanian Sdn Bhd KLK Overseas Investments Ltd
100% (Plantation) 100% (Investment holding)
Parit Perak Plantations Sdn Bhd Selit Plantations (Sabah) Sdn Bhd Standard Soap Company Limited
100% (Plantation) 100% (Plantation) 100% (Manufacturing of toiletries)
Pinji Horticulture Sdn Bhd Sri Kunak Plantation Sdn Berhad Beauty Basics Limited
100% (Cultivation of ramie) 100% (Plantation) 100% (Dormant)
P.T. ADEI Plantation & Industry Susuki Sdn Bhd De Muth Limited
95% (Plantation) 100% (Investment holding) 100% (Dormant)
P.T. KLK Agriservindo Axe Why Zed Sdn Bhd KLK Cosmetics Limited
100% (Management of plantations) 100% (Plantation) 100% (Dormant)
P.T. Kreasijaya Adhikarya Bandar Merchants Sdn Bhd Personality Beauty Products Limited
95% (Dormant) 100% (Plantation) 100% (Dormant)
P.T. Steelindo Wahana Perkasa Segar Usaha Sdn Bhd Premier Soap Company Limited
95% (Plantation) 100% (Plantation) 100% (Dormant)
Sy Kho Trading Plantation Sdn Bhd Syarikat Budibumi Sdn Bhd Zenithpeak Limited
100% (Plantation) 100% (Plantation) 100% (Dormant)
Sunshine Plantation Sdn Bhd Syarikat Swee Keong (Sabah) Sdn Bhd Voray Holdings Limited
100% (Plantation) 100% (Plantation) 55% (Investment holding)
Kulumpang Development Corporation Taiko Plantations Sdn Berhad Hubei Zhong Chang Vegetable Oil Company Limited*
Sdn Berhad 100% (Management of plantations) 60% (Edible oil refining)
100% (Plantation)
The Kuala Pertang Syndicate Limited Tianjin Voray Bulking Installation Co. Ltd**
Ladang Finari Sdn Bhd 100% (Plantation) 50.1% (Bulking installation)
100% (Plantation)
The Shanghai Kelantan Rubber Estates
Ladang Sumundu (Sabah) Sdn Berhad (1925) Limited * KLK Group effective shareholding 33%
100% (Plantation) 100% (Plantation) ** KLK Group effective shareholding 37%
Leluasa Untung Sdn Bhd K.H. Syndicate Ltd
100% (Dormant) 100% (Plantation)
Masawit Plantation Sdn Bhd Uni-Agro Multi Plantations Sdn Bhd
100% (Plantation) 51% (Plantation)
Richinstock Sawmill Sdn Bhd
100% (Plantation)
Sabah Cocoa Sdn Bhd
70% (Plantation)
Sabah Holdings Corporation Sdn Bhd
70% (Investment holding)
CE Holdings Limited Kepong Plantations Berhad Applied Agricultural Research Sdn Bhd
100% (Investment holding) 100% (In members’ voluntary liquidation) 50% (Agronomic service & research) 13
Crabtree & Evelyn Holdings Limited KL-Kepong Equity Holdings Sdn Bhd Beijing King Voray Edible Oil Co. Ltd ***
100% (Investment holding) 100% (Investment holding) 25% (Edible oil refining)
Crabtree & Evelyn Australia Pty Limited Ablington Holdings Sdn Bhd Clarity Crest Sdn Bhd
100% (Distribution of toiletries) 100% (Investment holding) 30% (Property investment)
Crabtree & Evelyn Canada, Inc KL-Kepong International Ltd Esterol Sdn Bhd
100% (Retailing & distribution of toiletries) 100% (Investment holding) 50% (Manufacturing of food esters)
Crabtree & Evelyn Ltd Quarry Lane Sdn Bhd Key Century Sdn Bhd
100% (Retailing & distribution of toiletries) 100% (Investment holding) 30% (Investment holding)
Crabtree & Evelyn Europe B.V. KLK Assurance (Labuan) Limited Kumpulan Sierramas (M) Sdn Bhd
100% (Investment holding) 100% (Dormant) 33% (Property development)
Crabtree & Evelyn Deutschland GmBH KLK Farms Pty Limited Lembah Beringin Sdn Bhd
100% (Retailing & distribution of toiletries) 100% (Cereal & sheep farming) 30% (Property development)
Crabtree & Evelyn Austria GmBH KLK (Mauritius) International Ltd. Malaysia Pakistan Venture Sdn Bhd
100% (Retailing of toiletries) 100% (Dormant) 25% (Investment holding)
Crabtree & Evelyn Espana S.A. KLKI Holdings Limited Pearl River Tyre (Holdings) Limited
100% (Distribution of toiletries) 100% (Investment holding) 31 % (Investment holding &
manufacturing of tyres)
Crabtree & Evelyn Industrie S.A. Kuala Lumpur-Kepong Investments Limited
100% (Retailing, distribution & 100% (Investment holding) Tawau Bulking Installation Sdn Bhd
manufacturing of toiletries) 49% (Bulking installation)
Ortona Enterprise Sdn Bhd
Crabtree & Evelyn (Overseas) Limited 100% (Money lending) Yule Catto & Co. plc
100% (Distribution of toiletries) 22% (Manufacturing & distribution of
Rubber Fibreboards Sdn Bhd
Crabtree & Evelyn London S.A. 100% (Dormant) speciality & fine chemicals)
100% (Retailing of toiletries)
Crabtree & Evelyn London Limited *** KLK Group effective shareholding 14%
100% (Dormant)
Scarborough & Co Limited
100% (Dormant)
Crabtree & Evelyn (Hong Kong) Limited
100% (Retailing & distribution of toiletries)
Crabtree & Evelyn (Malaysia) Sdn Bhd
100% (Retailing of toiletries)
Crabtree & Evelyn Philippines, Inc
70% (Retailing & distribution of toiletries)
Crabtree & Evelyn (Singapore) Pte Ltd
100% (Retailing & distribution of toiletries)
Ecemex S.A. DE C.V.
62% (Retailing & distribution of toiletries)
Quillspur Ltd
100% (Investment holding)
Premier Procurement Limited CORPORATE
STRUCTURE
100% (Investment holding)
Acc-Enhance Sdn. Bhd.
(formerly known as Melfort Corporation Sdn. Bhd.)
100% (Sourcing of accessories) C O R P O R A T E S T R U C T U R E
Crabtree & Evelyn Trading Limited
100% (Manufacturing of toiletries)
Crabtree & Evelyn Shop Limited
100% (Manufacturing of jams)
Windham Toiletries Limited
100% (Distribution of toiletries)
Windham Manufacturing Limited
100% (Manufacturing of toiletries)
The year under review turned out to be a particularly challenging one, especially for
the main revenue earner plantations sector. The much-hoped for recovery of palm oil
price never really materialised and the intermittent price spurts proved to be
unsustainable when faced with the continuing onslaught of bearish factors affecting
the trade. As a result, both the Group’s turnover and profit were seriously affected.
Group turnover declined by 8.2% to RM2.0 billion, whilst profit before tax fell by a
much wider margin of 63.3% to RM106.6 million. The after-tax profit fell by 69.7% to
RM61.2 million, with the result that earnings per share was reduced to 8.6 sen. In
consideration of the cyclical nature of the business, your Board deemed it appropriate
to recommend a final dividend of 9 sen per share less tax in addition to the interim
dividend of 6 sen per share declared earlier, to make up a total payment of 15 sen per
share less tax for the full year. The total sum would add up to RM76.7 million.
The fall in plantation profit was rather steep, down to RM44.4 million, a level not seen
for many years past, and due primarily to the very depressed prices of palm oil and its
related products. On a brighter note is the continuation of the FFB yield uptrend with
double-digit percentage gains annually, and which trend will likely be maintained for
the next few years, as a result of the sizeable area of palm renewals in the Peninsular
Dato’ Lee Oi Hian estates and those of the new plantings in our Indonesian properties. This will stand
Chairman / CEO
us in good stead on the next price uptrend.
Encouraging results have been obtained from our first plantation venture in Indonesia.
Our Belitung Complex, South Sumatra, comprising some 14,000 hectares have virtually
fully matured and initial yields and oil extraction rates are up to expectations. These
On behalf of the Board of Directors
have given us the added confidence especially when viewed in the longer term
of the KLK Group, I am pleased to perspective, to press ahead with the completion of the programmes at our second
present the Annual Report for the development complex at Pekanbaru, Riau, despite the various hiccups experienced at
the local level.
financial year ended 30th
September, 2001. Our resource based manufacturing sector produced an outstanding set of results with
our oleochemicals businesses benefiting from the lower raw materials costs, marketing
strategy and capacity utilisation. The profit of RM99.8 million from this group alone is
unprecedented and greatly exceeds that of the core plantation sector. Further
investments in debottlenecking capacities and the addition of a new fatty acid plant
involving RM100 million appear well justified.
15
On the international front, I am pleased to report the turnaround in Crabtree & Evelyn to a profit of £1.6 million, arising from the restructuring
undertaken. Yule Catto & Co. plc did not perform so well this year but with the realignment of their business to focus on speciality chemicals,
profits are expected to revert to a growth path. Profits of this year have been drastically reduced by the abnormal mainly one-off exceptional
charges of RM76.0 million, of which RM60.6 million arise from the Yule Catto restructuring exercise.
During the year under review, capital expenditure remains very high at RM153 million with the further build-up of our assets in the plantations
and downstream activities.
PROSPECTS
Palm oil price has recovered to a certain extent and at the time of writing hovers around RM1,130 per tonne, on the expectation of a seasonal
declining palm oil production and projected stock decline. The prospect of the price sustaining at this level appears bright in view of the continuing
strong demand for edible oils, People’s Republic of China’s entry into WTO and the expected smaller increase in edible oils production.
In the aftermath of the World Trade Centre incident and the deepening global recessionary trend, the future outlook has become uncertain and
the economy more fragile. Nevertheless, our Group is in a net cash position and the management is resolved to further improve our competitive
edge, through our focused strategy of quality expansion in plantations and downstream activities complemented by enhancement of our marketing
efforts worldwide.
APPRECIATION
On behalf of the Board of Directors I would like to record our sincere appreciation to all our management staff and employees who have worked
hard and loyally, and to all shareholders for their continued support during these difficult times.
Newly planted oil palm at Kebun Nilo, Indonesia Oil palms planted on former cocoa land (Sabah)
OPERATIONS REVIEW
17
PLANTATIONS
For the year under review the palm oil trade continued to be plagued by the same bearish factors carried over from last year, viz. persistent large
stock overhang, high discriminating import duties against palm oil and competitive pricings of the Indonesian exports. World production of oil
seeds remains buoyant with soya beans showing strong growth aided by the usage of genetically modified planting materials. The result was
that palm oil prices together with the other competitive oils remained anaemic. The Government’s schemes, such as burning of crude palm oil as
biofuel in power generation plants and hastening the replacement of old palms past their prime, did provide some respite to the rapidly declining
price trend. Nevertheless, for the year, under these difficult conditions, the best that the Group could achieve for its sales of CPO was an average
price of RM824 per tonne. This compares rather poorly with last year’s figure of RM1,131 per tonne.
As a consequence of such an adverse backdrop, profit from the Plantations Division took a severe hit, declining by a hefty RM82.7 million or 65%
to RM44.4 million when compared with last year, with mitigation provided only by the 15% production surge in FFB and the benefits of the cost-
cutting measures undertaken. Another huge dent in the profit followed the substantial sum of RM57.8 million incurred in the replanting and
upkeep of the disproportionately high percentage of immature areas, principally that of oil palms, made necessary by the aggressive policy to
replant not only the 1970’s oil palms but also to convert those rubber areas which had become uneconomic. Collectively, the immature oil palms
add up to 34,000 ha or 30% of the total oil palms composition. Viewed from the positive side, this large base of young palms will provide a strong
impetus for future production growth.
This continuing upward trend is exemplified by this year’s quantum jump of 200,000 tonnes FFB or 15% to reach another high of 1.6 million
tonnes. Sabah’s production increased by 17% to 792,300 tonnes, making it the leading region in the Group, having overtaken comfortably the
Peninsular region production of 633,300 tonnes. Particularly encouraging is the more than doubled crop harvested from our Indonesian estates
of 178,600 tonnes, the bulk of which came from our Belitung Complex, Indonesia where virtually the entire area of 14,000 hectares has been
brought into harvesting. However, the substantial increase in crop from these young areas has the effect of diluting the Group’s average FFB yield
per hectare, reducing it slightly to 20.95 tonnes, but on the other hand that factor helped to raise the oil extraction rate (OER) to 19.9%.
Notwithstanding the above, profit per mature hectare for oil palms fell sharply from RM2,483 to RM1,001 due to the equally sharp fall in the
commodity price and the higher start-up costs for the new areas. Past indications are that the situation will turn around quickly on a price
rebound given the dual stimuli of higher yield and lower cost projections from the Sabah and Indonesian plantations.
At our ADEI Complex, Riau, Sumatra, some 1,900 hectares of oil palms from our first-phase plantings have been brought into harvesting with
incremental hectareage expected yearly, considering that to-date close to 15,000 hectares have been planted or are in course of planting. Further
consolidation work is in progress and pending the finalisation of the land swap involving some 4,000 hectares of reserved unplanted land, the
entire Complex is expected to finish its planting programme within the next two years. In the meantime, work on the two 45-tonne per hour
mills is progressing according to schedule and due for commissioning in December 2002 and March 2003 respectively.
Free medical facilities 25 years’ service award to Manickam Flower-growing at housing quarters
Computer refresher course for estate staff Going to school IT training at Head Office
19
Following closely behind on the commissioning of a new 45-tonne per hour mill in our GSSB Complex (Sabah) last year another new mill of
similar capacity and design was added to the KDC Complex (Sabah). These state-of-the-art mills are proving their worth in terms of efficiency of
oil extraction, low labour utilisation and production costs, and that being so the same designs are replicated in the new mills under construction
in ADEI.
Arising from the heavy investment in new mills and new plantings, especially in our Indonesian properties the Group incurred a total capital
expenditure of RM77.2 million for the year sourced from internal funding.
Rubber production continued with its declining trend in line with the phased programme of replacement with oil palms in the Peninsular estates.
In this respect, another 1,169 hectares were replaced, leaving a total of 17,128 hectares of rubber which when added to the 5,028 hectares in our
ADEI Complex, Indonesia, gives a total of 22,156 hectares or 16% of the Group’s total planted area. For the year, production amounted to 23,646
tonnes, equivalent to 1,381 kg per hectare, being diluted to an extent by the lower yield in ADEI, where rubber has yet to reach its peak performance.
Profit per mature hectare at RM321 remained unattractive and compared poorly to those from the oil palm area. However, with the newly
commissioned latex concentrate plant at ADEI, to supplement the existing crumb rubber factory the premium grades should be able to fetch
more remunerative prices.
MANUFACTURING
Continuing from the previous year’s excellent performance, profits from the Group’s Manufacturing Division improved further by 23.1% to RM99.8
million. The better performance was achieved on the back of lower turnover of RM805 million. For the year under review, all the companies
within our resource based industries remained profitable except for the examination glove operation and our joint venture tyre business in China.
Our Oleochemicals Group benefited tremendously from the very depressed raw materials prices of palm stearin, crude palm oil and palm kernel
oil. Together with the high capacity utilisation and earlier successful debottlenecking exercises done, the environment was ideal for our
oleochemicals businesses. Palm-Oleo is currently embarking on a RM100 million third phase fatty acid plant expansion thus being targeted for
August 2002 commissioning. However, with many new players entering the industry, we do foresee fatty acid to be a competitive commodity
chemical. Glycerine prices affected by the numerous biodiesel plants are already at a depressed level. Nevertheless, Palm-Oleo will be focussing
on our technological advantage, economic scale of operation, our well established marketing network and product quality in this competitive
arena.
Our oleochemicals derivatives business also assisted Palm-Oleo, as it collectively consumes some 36% of Palm-Oleo production. Both the production
plants for EBS, the plastic additive and for soap noodles ran at record levels, exceeding again the designed capacities. Continued concern over the
BSE issue which also hastened the conversion from tallow to vegetable based soaps, contributed to our excellent performance. Esterol, our joint
venture with ICI Quest benefited from the introduction of new ranges of food emulsifiers and already, there is a capacity constraint. On-going
debottlenecking exercise will increase the plant capacity by 25% by March 2002.
Wrapping of parquet boards for export Loading timber for pressure treatment
DCS process control and monitoring at Palm-Oleo In-process monitoring Bulk loading of soap noodles for export
Manufacturing Activities
Oleochemical Complex
O P E R A T I O N S R E V I E W
21
KL-Kepong Cocoa Products continued to perform well with improvements in its operating capacity and efficiency helping the company to
register a pre-tax profit of RM9.1 million for the financial year. The implementation of an on-going self improvement programme has enabled
the plant to operate at a higher throughput resulting in lower unit processing cost. To counter the threat of reduction in profit margins due to
decline in product prices and lower worldwide consumption, the company will strive to improve further on its operating efficiency and minimisation
of waste. The company was awarded the Hazard Analysis and Critical Control Point (“HACCP”) certification from the Ministry of Health, Malaysia
in August 2001. Such certification has given the company another competitive edge as many international authorities such as the FDA, USDA,
CODEX, Government Agencies and leading food manufacturers are making HACCP mandatory for food safety recognition.
Our two operations in the People’s Republic of China, remained profitable albeit with reduced margins due to keen competition and reduced
import quotas. With new competitors coming onto the scene in early 2002, we foresee keener competition for our bulking business under the
Tianjin Bulking Installation.
Standard Soap in UK has maintained its turnover, but with reduced profitability at almost break even level. In order to improve on its production
efficiency, the company has recently reorganised its major soap production unit.
BKB Hevea Products posted a profit before tax of RM5.28 million for the financial year which was 27.7% lower than the profit a year ago. The
outlook for the global economy remains bearish and we expect a very challenging year ahead. Margins are expected to be tight due to price
pressure mainly from cheaper products coming out from Eastern Europe and China. The introduction of the Euro in January 2002 will most likely
lead to more transparent pricing throughout the Euro zone as consumers will then be able to compare prices more easily. At the operations level,
various measures on cost cutting and productivity enhancement are carried out to reduce our operating costs. The company achieved its MS ISO
9002 status in 1999 and is in the process of upgrading its status to the 2000 series by mid 2002.
Masif Healthcare Products incurred further losses despite higher sales volume. The reasons for the higher loss are the continuing drop in the
selling price of latex examination gloves worldwide in the face of oversupply. In response to rapidly declining market demand for beadless glove,
Masif closed its high speed line. Our production for beaded glove is enhanced with the addition of another production line. Despite the recent
Anthrax scare,the oversupply situation will likely to persist with some key players expanding their production capacities to realise further cost
reduction in response to low selling prices. The household glove operation in Masif Latex Products, despite having made a small profit for the
year, will face stiffer competition from lower priced gloves manufactured in Sri Lanka and China.
Our 30.5% associate, Pearl River Tyre (Holdings) Limited, Australia, which invests in the manufacture of bias tyres in China suffered losses due
to poor demand and difficult market conditions. However, in recent months the company has managed to turnaround after a major exercise
involving manpower down sizing, strict credit control and aggressive marketing. However, bias tyres are disadvantaged by a 10% consumption
tax from which radial tyres are exempt.
Yule Catto’s diverse pharmaceutical range High precision test equipment to ensure quality and reliability
23
RETAILING
Crabtree & Evelyn has achieved an encouraging turnaround to a profit before tax of £1.6 million versus a loss of £6.3 million last year. Turnover
increased 11.9% to £99.6 million. Significant improvements were achieved in the major operating regions, USA, UK, Canada, Australia and the Far
East. Restructuring measures, through reduction of costs, reorganisation, better value spending coupled with higher sales were the reasons for
this turnaround.
Two new lines, Cayman Winds and Azzemour were well received. These lines are the first fragrances in our exotics range, inspired by the exciting
regions of district culture, heritage and tradition. In addition, the company’s best selling product, Gardeners Hand Therapy, was extended into
four additional fragrances.
There has been an increase in the number of Crabtree & Evelyn retail stores worldwide and plans are in place to renovate the existing older stores
in our major market, the US, to bring them to current design standards for brand recognition and to improve on the current sales. In line with this,
advertising campaigns have been instituted for both the US and UK markets.
There remains great opportunity to substantially increase turnover and brand recognition in all our markets.
OTHER INVESTMENT
Yule Catto & Co. plc, our major associate, was impacted by a significant rise in raw material costs plus interruption of supply of a key chemical to
its fragrance company in Holland. A decisive restructuring was initiated across the group to eliminate underperforming and loss making activities
and provide greater focus on growth opportunities in speciality chemicals. All of this resulted in a lower contribution to operating profit of RM34
million, down 43.7% on the previous year.
Supplies have been re-established to the Dutch operation and raw material prices have fallen sharply, providing a much brighter outlook. In
August, Yule Catto gained full control of the Harlow Chemical Company by acquiring the 50% of the equity owned by Clariant, enabling the
creation of a world class water-based polymer business. The construction of a RM100 million synthetic latex plant in Kluang, Johor is at an
advanced stage and will provide, for the first time, local supplies of nitrile latex for the S.E. Asian glove dipping industry.
The Malaysian Code on Corporate Governance (“the Code”) formalised in March 2000 and made mandatory with effect from June, 2001 for public-listed
companies to follow, marks a milestone in the corporate scene in the country. The Code sets out the principles and best practices for adoption in an effort to
raise standards of corporate governance in the country.
BOARD OF DIRECTORS
An effective Board sets the policies which will enable them to lead and guide the Company to achieve its goals. The Board currently has eleven substantive
members and one Alternate Director. Of the 11, there are three Executive Directors and the balance are Non-Executives. The Independent Non-Executive
Directors are Charles Letts, YM Tengku Robert Hamzah and Maj-Gen (R) Dato’ Dr. Mahmood B Sulaiman. The independent status of certain Directors will be
known once the Kuala Lumpur Stock Exchange has clarified on their status. Together, the Directors bring a diverse range of business acumen and financial
experience needed to lead a large multinational company. A brief profile of each Director is presented on pages 6 to 9.
For the financial year ended 30th September, 2001, the Board held 4 meetings. Details of the meetings are as follows:-
Directors’ attendance to these meetings can be found in the Profiles of Directors on pages 6 to 9.
At these meetings, strategies and performance of the Company are being reviewed and evaluated in light of any changing circumstances whether economic,
social or political. Although all the Directors have an equal responsibility for the Company’s operations, the role of the Independent Non-Executive Directors is
important to ensure that strategies formulated or major transactions proposed by management are amply discussed taking into account the interests not only
of the Group but also the shareholders, employees, customers, suppliers, environment and community at large.
In discharging its fiduciary duty, the Board is assisted by the following Board Committees, namely the Audit Committee, the Nomination Committee and the
Remuneration Committee. The terms of reference of each Committee have been approved by the Board and comply with the recommendations of the Code.
AUDIT COMMITTEE
The composition and terms of reference of this Committee together with its report are presented on pages 29 to 30 of the Annual Report.
NOMINATION COMMITTEE
The Committee, formed on 16th May, 2001, is responsible for recommending the right candidate with the necessary skill, experience and competencies to be
filled in the Board. The Committee is also responsible for assessing the performance of each existing Director. The members of the Nomination Committee are
as follows:-
REMUNERATION COMMITTEE
This Committee was set up in March, 1994 before the introduction of the Code. It is responsible for developing the remuneration policy for the plantation
sector and of late also the manufacturing sector of the Group. The Committee’s remuneration package for senior management and that for the Executive
Directors are subject to the approval of the Board and in the case of Directors’ fees including Board Committees’ fees, the approval of the shareholders. The
members of the Remuneration Committee, all of whom are Non-Executive Directors, are as follows:-
25
DIRECTORS’ REMUNERATION
The Company pays its Directors annual fees which was last revised in 1999 and approved annually by the shareholders. In addition, members to Board Committees
are paid a meeting allowance for each meeting they attend.
The appropriate Directors’ remuneration paid or payable or otherwise made available from the Company and its subsidiary companies during the financial year
are as follows:-
Benefits- Other
Fees Salaries Bonus In-Kind Emoluments Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Executive Directors 185 1,147 307 68 797 2,504
Non-Executive Directors 506 - - - 5 511
(b) The number of Directors of the Company whose total remuneration falls within the following bands:-
Number of Directors
Range of remuneration Executive Non-Executive
RM50,001 to RM100,000 - 8
RM250,001 to RM300,000 1 -
RM600,001 to RM650,000 1 -
RM700,001 to RM750,000 1 -
RM900,001 to RM950,000 1 -
There are no contracts of service between any Director and the Company or its subsidiaries having an unexpired term of more than one year, except for the
Chairman/CEO and an Executive Director, Ong Beng Kee. The contracts with the Chairman/CEO and the Executive Director, Ong Beng Kee will expire on 19th
December, 2003 and 30th September, 2003 respectively.
RE-ELECTION OF DIRECTORS
In accordance with the Company’s Articles of Association, all newly appointed Directors are subject to re-election by the shareholders at the first Annual
General Meeting after their appointments. No new appointment was made for the year ended 30th September, 2001.
In accordance with the Articles of Association, one third of the existing Directors are required to retire by rotation at the Annual General Meeting held annually.
Directors due to retire by rotation at the forthcoming Annual General Meeting are shown on page 2 of the Notice of Meeting (Ordinary Resolutions 3 and 4).
Directors over seventy years old are required to submit themselves for re-appointment annually in accordance to Section 129(6), Companies Act, 1965.
Directors seeking re-appointment under this Section at the forthcoming Annual General Meeting are shown on page 2 of the Notice Of Meeting (Ordinary
Resolutions 5, 6, 7 and 8).
At other times, Directors have direct access to the Senior Management and the services of the Company Secretaries. Directors especially newly appointed ones,
are encouraged to visit the Group’s operating centres to familiarise themselves with the operations of the Group.
Todate, all the Directors have attended and completed the Mandatory Accreditation Programme (MAP) conducted by the Research Institute of Investment
Analysis Malaysia (RIIAM), an affiliate company of Kuala Lumpur Stock Exchange.
26
In addition, the Company makes various announcements through the Stock Exchanges, in particular the timely release of the quarterly results within two
months from the close of a particular quarter. Summaries of the interim and the full year’s results are advertised in the local newspapers and copies of the full
announcement are supplied to the shareholders and members of public upon request. Members of the public can also obtain the full financial results and the
Company’s announcements from the KLSE website.
The Board has appointed R.M. Alias as the Senior Non-Executive Director to whom shareholders can address their concerns. At all times, shareholders may
contact the Company Secretaries for information.
Various dialogues/presentations are held periodically with investors and analysts. For the financial year ended 30th September, 2001, the Company also
participated in the Investors Week organised by KLSE and the Minggu Saham Amanah Malaysia organised by Permodalan Nasional Berhad where potential
investors and members of the public can obtain information on the Company’s business and performance.
FINANCIAL REPORTING
The Board takes responsibility for presenting a balanced and understandable assessment of the Group’s operations and prospects each time it releases its
quarterly and annual financial statements to shareholders. The Audit Committee reviews the information to be disclosed to ensure its accuracy and adequacy.
INTERNAL CONTROLS
The Directors recognise their ultimate responsibility for the Group’s system of internal controls and the need to review its effectiveness regularly in order to
safeguard the Group’s assets and therefore shareholders’ investments in the Group. This system, by its nature, can only provide reasonable but not absolute
assurance against misstatement, frauds or loss.
At this juncture, the Board is of the view that the current system of internal controls in place throughout the Group is sufficient to safeguard the Group’s
interest.
The Board and management are currently undertaking a formal approach towards risk management and working towards complying with the guidance
issued by the relevant authorities.
(a) The composition of the Audit Committee and the Nomination Committee may have to be restructured once the KLSE has clarified the independent
status of certain Directors.
(b) The Board is mindful of the dual roles held by the Chairman/CEO but is of the view that there are sufficient independent-minded Directors on the Board
with wide boardroom experience to provide the necessary check and balance. Besides, the Board has also developed over the years a clearly defined
framework including the formation of various Board Committees to discuss and decide on policy matters and related issues on a regular basis. The
Chairman/CEO as a rule abstains from all deliberations and voting on matters which he is directly or deemed interested. All related party transactions
involving him are dealt with in accordance with the KLSE Listing Requirements.
(c) Although the Group has in place an effective internal control system, steps are being taken to formalise the existing process in which risks are being
identified, assessed and reviewed so that they will be embeded into the Group’s business.
27
The Directors are responsible for ensuring that proper accounting records are kept and which disclose with reasonable accuracy the financial position of the
Company and Group and to enable them to ensure that the financial statements comply with the Companies Act, 1965. They have a general responsibility for
taking such steps as are reasonably open to them to safeguard the assets of the Company, to prevent and detect fraud and other irregularities.
E N V I R O N M E N T A L P O L I C Y
ENVIRONMENTAL POLICY
We are committed to keep our environment clean, safe and healthy.
Q U A L I T Y P O L I C Y
QUALITY POLICY
Our commitment is towards quality at a consistently high level.
We emphasise on quality of products, service and competitive pricing to meet consumers’ requirement.
We will remain innovative and adopt new technologies to cater for changing needs.
SECRETARIES J. C. Lim
Fan Chee Kum
The establishment of the Audit Committee will ensure a more effective corporate governance
especially in relation to the internal and external audit functions within the Group. The terms
of reference of the Audit Committee are as follows:-
(a) To consider and recommend the appointment of the external auditors, the audit fee
and any questions of resignation or dismissal;
(b) To discuss with the external auditors before the audit commences, the nature and scope
of the audit, and ensure co-ordination when more than one audit firm is involved;
(c) To review the quarterly and year-end financial statements of the Company and Group,
focusing particularly on:
- Any changes in accounting policies and practices;
- Significant adjustments arising from the audit;
- The going concern assumption;
- Compliance with accounting standards and other legal requirements.
(d) To discuss problems and reservations arising from the final audit, and any matter the
auditors may wish to discuss (in the absence of management where necessary);
(e) To review the external auditors’ management letter and management’s response;
30
(g) To consider any related party transactions that may arise within the Company or Group;
(h) To consider the major findings of internal investigations and management’s response;
INTERNAL AUDIT FUNCTION The function of the Internal Audit Department is independent of the activities carried out by
the various operating units within the Group. The Internal Audit Department undertakes the
internal audit functions of reviewing the operating units’ compliance with internal control
procedures; ascertaining that the Company’s and Group’s assets are safeguarded and accounted
for and carrying out investigations and special reviews from time to time as requested by the
Management. Audit reports issued to the respective operating units incorporating the findings
and recommendations on the systems and control weaknesses noted in the course of the
audit and the Management’s response thereto are extended to the Audit Committee to appraise
and review.
MEETINGS During the financial year ended 30th September, 2001, the Audit Committee held five meetings
as scheduled to conduct and discharge its functions in accordance with the Terms of Reference
mentioned in the previous page. All members of the Audit Committee were present during
these meetings.
ACTIVITIES The following activities were carried out by the Audit Committee during the year under review:-
(a) Reviewed the quarterly financial statements and Annual Report of the Group prior to
presentation for the Board’s approval.
(b) Reviewed the related party transactions that had arisen within the Company or the
Group.
(c) Considered the appointment of external auditors and their request for increase in audit
fees.
(d) Reviewed with the external auditors their audit plan prior to commencement of audit.
(e) Discussed and reviewed the Group’s financial year end statements with the external
auditors including issues and findings noted in the course of the audit of the Group
Financial Statements.
(f) Reviewed and discussed with the external auditors their evaluation of the system of
internal controls of the Group.
(g) Reviewed and discussed the external auditors’ management letter to the respective
companies of the Group containing the major findings during the course of their year
end audit and the management’s response.
(h) Reviewed and appraised the audit reports submitted by the Internal Auditors. The
audit reports covered all business sectors of the Group incorporating the audit findings
and recommendations on the systems and controls weaknesses noted during the course
of the audit.
The Committee also appraised the adequacy of actions and remedial measures taken
by the Management in resolving the audit issues reported and recommended further
improvement measures.
(i) Reviewed the shift in recent audit focus from compliance based to the risk based
approach. In this context, internal audit was required to assess the effectiveness of
the existing internal control system in anticipation of potential risks and consider a
new audit approach thereon.
2 0 0 l S
T
N
E
M
FINANCIAL
E
STATEMENTS
T
A
T
S
Income Statements 36
A
Balance Sheets 37
I
The Directors of Kuala Lumpur Kepong Berhad have pleasure in submitting their Report together with the audited financial statements of the Group consisting
of the Company and its subsidiaries and of the Company for the year ended 30th September, 2001.
PRINCIPAL ACTIVITIES
The Company carries on the business of producing and processing palm products, natural rubber and cocoa on its plantations. The Group’s subsidiary and
associated companies are involved in the business of plantation, manufacturing, retailing, property development and investment holding. There have been no
significant changes in the nature of these activities during the year ended 30th September, 2001.
RESULTS
Group Company
RM ’000 RM ’000
DIVIDENDS
The amounts paid or declared by way of dividend by the Company since the end of the previous financial year were:-
(i) a final dividend of 9 sen gross per share, less 28% income tax, amounting to RM46,020,000 in respect of the year ended 30th September, 2000 was paid
on 20th March, 2001, as proposed in last year’s report;
(ii) a special dividend of 5 sen gross per share, less 28% income tax, amounting to RM25,566,000 in respect of the year ended 30th September, 2000 was
paid on 20th March, 2001, as proposed in last year’s report;
(iii) an interim dividend of 6 sen gross per share, less 28% income tax, amounting to RM30,680,000 in respect of the year ended 30th September, 2001 was
paid on 9th August, 2001.
The Directors recommend the payment of a final dividend of 9 sen gross per share, less 28% income tax totalling RM46,020,000 for the year ended 30th
September, 2001 which, subject to approval at the Annual General Meeting of the Company, will be paid on 4th March, 2002 to shareholders on the Company’s
register of members at the close of business on 5th February, 2002.
No. of shares Highest price Lowest price paid Average price Total
Month bought back paid per share per share paid per share Consideration
RM RM RM RM ’000
Held As Treasury Shares
Purchased in February, 1999 1,208,000 5.90 5.10 5.58 6,823
Purchased in March, 1999 1,131,000 5.25 4.72 4.86 5,559
2,339,000 12,382
The mandate given by the shareholders will expire at the forthcoming AGM and an ordinary resolution will be tabled at the AGM for shareholders to grant a
fresh mandate for another year.
In accordance with the Company’s Articles of Association, R.M. Alias and Dato’ Lee Soon Hian retire by rotation from the Board at the forthcoming Annual
General Meeting, and being eligible, offer themselves for re-election.
Yeoh Chin Hin, Charles Letts, Maj-Gen (R) Dato’ Dr. Mahmood B Sulaiman and Tan Sri Dato’ Thong Yaw Hong retire at the forthcoming Annual General Meeting
pursuant to Section 129(2) of the Companies Act, 1965, and resolutions will be proposed for their re-appointments as Directors under the provision of Section
129(6) of the said Act to hold office until the conclusion of the following Annual General Meeting of the Company.
DIRECTORS’ SHAREHOLDINGS
Details of the Directors’ shareholdings in the Company of those who were directors at year end as recorded in the Register of Directors’ Shareholdings are as
follows:-
Number of Shares of RM1 each
Balance at Balance at % of Issued
Name 1.10.2000 Bought Sold 30.9.2001 Share Capital#
Dato’ Lee Oi Hian
- held directly 48,000 - - 48,000 0.01
- deemed interested 320,908,896 2,142,000 3,014,000 320,036,896 45.06
Yeoh Chin Hin
- held directly 1,050,000 - - 1,050,000 0.15
- deemed interested 80,000 - - 80,000 0.01
Charles Letts
- held directly 456,000 - - 456,000 0.06
- deemed interested - - - - -
YM Tengku Robert Hamzah
- held directly 73,000 - - 73,000 0.01
- deemed interested 170,000 - - 170,000 0.02
R. M. Alias
- held directly 225,000 - - 225,000 0.03
- deemed interested - - - - -
Dato’ Lee Hau Hian
- held directly 55,500 - - 55,500 0.01
- deemed interested 320,908,896 2,142,000 3,014,000 320,036,896 45.06
Tan Sri Dato’ Thong Yaw Hong
- held directly 34,000 26,000 - 60,000 0.01
- deemed interested 40,500 - - 40,500 0.01
Dato’ Lee Soon Hian
- held directly 61,000 - 61,000 - -
- deemed interested 320,908,896 2,142,000 3,014,000 320,036,896 45.06
Yeoh Eng Khoon (alternate to Yeoh Chin Hin)
- held directly 240,000 - - 240,000 0.03
- deemed interested 2,063,000 10,000 - 2,073,000 0.29
# Based on 710,177,128 shares excluding 2,339,000 treasury shares.
Other than the abovementioned Directors, no other Director in office at the end of the year held any shares in the Company.
Except for Dato’ Lee Hau Hian who holds 358,668 shares in the Company as a bare trustee, none of the other Directors has any non-beneficial interest in the
shares of the Company during the financial year.
Dato’ Lee Oi Hian’s, Dato’ Lee Hau Hian’s and Dato’ Lee Soon Hian’s deemed interests in the shares of the Company increased by 409,000 shares and Tan Sri Dato’
Thong Yaw Hong’s direct interest in the shares of the Company increased by 10,000 shares between 30th September, 2001 and 5th December, 2001. Except for
the aforesaid, there were no changes notified by the Directors in any of their direct or deemed interest in the share capital of the Company during the period.
By virtue of their deemed interests in the shares of the Company, Dato’ Lee Oi Hian, Dato’ Lee Hau Hian and Dato’ Lee Soon Hian are deemed to have an interest
in the shares of the subsidiaries of the Company to the extent of the Company’s interest in the respective subsidiaries as disclosed under Note 31 on the
financial statements.
No other Director in office has any beneficial interest in the shares of related corporations of the Company during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included
in the aggregate amount of emoluments received or due and receivable by Directors shown in the Group financial statements, or of a related company) by
reason of a contract made by the Company or a related company with a Director or with a firm of which the Director is a member, or with a company in which
the Director has a substantial financial interest, except for any deemed benefits that may accrue to certain Directors by virtue of normal trading transactions by
the Group and the Company with related parties as disclosed under Note 27 on the financial statements.
There were no arrangements during and at the end of the year which the Company was a party to which had the object of enabling Directors of the Company
to acquire benefits by means of the acquisition of shares or debentures of the Company or any other body corporate.
(i) all known bad debts have been written off and adequate provision made for doubtful debts; and
(ii) all current assets have been stated at the lower of cost and net realisable value.
At the date of this report, the Directors of the Company are not aware of any circumstances:-
(i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and Company, inadequate to any
substantial extent; or
(ii) that would render the values attributed to the current assets in the Group and Company financial statements misleading; or
(iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or
inappropriate; or
(iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of
the Company misleading.
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year and which secures the liabilities of any other
person; or
(ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year.
No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve
months after the end of the financial year which in the opinion of the Directors will or may substantially affect the ability of the Group and of the Company to
meet their obligations as and when they fall due other than that disclosed under Note 30 on the financial statements.
In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year ended 30th September, 2001 have not been
substantially affected by any item, transaction or event of a material and unusual nature other than the exceptional items disclosed under Note 7 on the
financial statements, nor have any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report.
AUDITORS
The retiring auditors, Messrs. KPMG, have indicated their willingness to accept re-appointment.
Group Company
2001 2000 2001 2000
Note RM ’000 RM ’000 RM ’000 RM ’000
The notes set out on pages 43 to 67 form an integral part of, and should be read in conjunction with, these financial statements.
Group Company
2001 2000 2001 2000
Note RM ’000 RM ’000 RM ’000 RM ’000
The notes set out on pages 43 to 67 form an integral part of, and should be read in conjunction with, these financial statements.
Capital Exchange
Share Capital Revaluation redemption fluctuation General Revenue Treasury
capital reserve reserve reserve reserve reserve reserve shares Total
RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000
At 1st October, 1999 712,516 1,278,892 53,345 285 80,483 14,337 1,090,903 (12,382) 3,218,379
Share of reserves of
associated companies - (150,104) - - - - 150,158 - 54
Transfer from revenue
reserve to capital reserve
and exchange fluctuation
reserve - 170 - - 617 - (787) - -
Arising from redemption
of redeemable
preference shares - - - 4,900 - - (4,900) - -
Currency translation
differences - (218) - - (66,890) - - - (67,108)
Net gains/(losses)
not recognised in the
income statement - (150,152) - 4,900 (66,273) - 144,471 - (67,054)
Net profit for the year - - - - - - 201,880 - 201,880
Dividends paid and
proposed (Note 10) - - - - - - (102,266) - (102,266)
Transfer from revenue
reserve to capital reserve - 26,814 - - - - (26,814) - -
At 30th September, 2000 712,516 1,155,554 53,345 5,185 14,210 14,337 1,308,174 (12,382) 3,250,939
Share of reserves of
associated companies - (4,615) - - - - 12,530 - 7,915
Arising from redemption
of redeemable
preference shares - - - 1,500 - - (1,500) - -
Currency translation
differences - - - - (13,350) - - - (13,350)
Net gains/(losses)
not recognised in the
income statement - (4,615) - 1,500 (13,350) - 11,030 - (5,435)
Net profit for the year - - - - - - 61,200 - 61,200
Dividends paid and
proposed (Note 10) - - - - - - (76,700) - (76,700)
Transfer from capital
reserve to revenue reserve - (457) - - - - 457 - -
At 30th September, 2001 712,516 1,150,482 53,345 6,685 860 14,337 1,304,161 (12,382) 3,230,004
The notes set out on pages 43 to 67 form an integral part of, and should be read in conjunction with, these financial statements.
Capital Exchange
Share Capital Revaluation redemption fluctuation General Revenue Treasury
capital reserve reserve reserve reserve reserve reserve shares Total
RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000
At 1st October, 1999 712,516 1,330,554 38,336 285 90,608 14,337 645,764 (12,382) 2,820,018
At 30th September, 2000 712,516 1,351,652 38,336 285 87,367 14,337 698,814 (12,382) 2,890,925
Net losses not recognised in
the income statement
– currency translation
differences - - - - (354) - - - (354)
Net profit for the year - - - - - - 77,232 - 77,232
Dividends paid and
proposed (Note 10) - - - - - - (76,700) - (76,700)
Transfer from revenue reserve
to capital reserve - 820 - - - - (820) - -
At 30th September, 2001 712,516 1,352,472 38,336 285 87,013 14,337 698,526 (12,382) 2,891,103
The notes set out on pages 43 to 67 form an integral part of, and should be read in conjunction with, these financial statements.
2001 2000
RM ’000 RM ’000
2001 2000
RM ’000 RM ’000
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of short term borrowings (11,690) (47,831)
Term loans received 65,048 34,851
Repayment of term loans (6,498) (9,426)
Payment of finance leases (252) (117)
Dividends paid to shareholders of the Company (102,266) (102,266)
Dividends paid to minority shareholders (6,314) (1,593)
Return of loan capital to minority shareholders (3,018) -
Net cash used in financing activities (64,990) (126,382)
The notes set out on pages 43 to 67 form an integral part of, and should be read in conjunction with, these financial statements.
2001 2000
RM ’000 RM ’000
CASH FLOWS FROM OPERATING ACTIVITIES
Profit before taxation 105,190 190,808
Adjustments for:-
Depreciation 7,905 8,065
Amortisation of leasehold land 389 388
Property, plant and equipment written off 264 105
Gain on disposal of property, plant and equipment (54) (8)
Retirement benefits provision 1,483 1,767
Realised gain in foreign exchange - (596)
Dividend income (110,985) (127,517)
Interest income (16,511) (19,423)
Exceptional items (820) (21,098)
Operating (loss)/profit before working capital changes (13,139) 32,491
Working capital changes:-
Inventories (2,401) (220)
Trade and other receivables 3,360 2,627
Trade and other payables (2,863) (2,225)
Cash (used in)/generated from operations (15,043) 32,673
Tax paid (8,436) (28,129)
Retirement benefits paid (1,362) (1,338)
Net cash (used in)/generated from operating activities (24,841) 3,206
CASH FLOWS FROM INVESTING ACTIVITIES
Purchase of property, plant and equipment (4,874) (8,871)
Plantation development expenditure (65) (111)
Property, plant and equipment transferred from subsidiary companies (49) (23)
Purchase of additional shares in a subsidiary company (1,954) (49,000)
Subscription of shares in subsidiary companies (52,404) -
Proceeds from sale of property, plant and equipment 54 8
Compensation from government on land acquired 943 21,200
Payment of Real Property Gain Tax - (2,545)
Loan to subsidiary companies (100,522) (81,773)
Dividends received from subsidiary companies 103,930 108,045
Dividends received from associated companies 19,372 20,662
Dividends received from investments 199 557
Interest received 17,229 20,185
Net cash (used in)/generated from investing activities (18,141) 28,334
CASH FLOWS FROM FINANCING ACTIVITIES
Dividends paid to shareholders of the Company (102,266) (102,266)
Net cash used in financing activities (102,266) (102,266)
Net decrease in cash and cash equivalents (145,248) (70,726)
Cash and cash equivalents at beginning of year 286,120 356,846
Cash and cash equivalents at end of year 140,872 286,120
Cash and cash equivalents consist of:-
Cash and bank balances 1,873 1,861
Deposits 138,999 284,259
140,872 286,120
The notes set out on pages 43 to 67 form an integral part of, and should be read in conjunction with, these financial statements.
43
1. ACCOUNTING POLICIES
Summarised below are the more significant accounting policies of the Company and its subsidiaries. The accounting policies adopted are consistent
with those adopted in previous years.
The consolidated income statement and consolidated balance sheet include the financial statements of the Company and all its subsidiaries
made up to the end of the financial year, except for a subsidiary company which is in members’ voluntary liquidation. Inter-company transactions
and balances and the resulting unrealised profits are eliminated on consolidation. Unrealised losses resulting from inter-company transactions
are also eliminated unless cost cannot be recovered.
1.3 Goodwill
Goodwill arising on consolidation represents the difference between the acquisition cost of shares in the subsidiary companies and the fair value
of attributable net assets acquired at the date of acquisition. Goodwill of the Group is stated at cost and is not amortised. Provision is made for
any impairment.
Goodwill in the associated companies’ own financial statements is capitalised and amortised on a straight line basis over its useful economic life,
which is a maximum of twenty years. Provision is made for any impairment.
The consolidated financial statements include the total recognised gains and losses of associated companies on an equity accounted basis from
the date that significant influence effectively commences until the date that significant influence effectively ceases.
Unrealised profits arising on transactions between the Group and its associated companies which are included in the carrying amount of the
related assets and liabilities are eliminated partially to the extent of the Group’s interests in the associated companies. Unrealised losses on such
transactions are also eliminated partially unless cost cannot be recovered.
Goodwill on acquisition is calculated based on the fair value of net assets acquired.
The Group’s share of post-acquisition results and reserves of associated companies is included in the consolidated financial statements and is
based on the latest audited and published interim reports in respect of listed companies and latest audited financial statements and unaudited
management financial statements in respect of unlisted companies.
Net surpluses arising from revaluation are dealt with in the revaluation reserve. On disposal of revalued properties, amounts in revaluation
reserve relating to these properties are transferred to revenue reserve.
Leasehold property - Amortised by equal annual instalments over the remaining life of the lease
ranging from 24 years to 936 years.
Palm oil mill machinery - 10% per annum
Plant and machinery - 5 to 33 1⁄3% per annum
Motor vehicles - 20 to 33% per annum
Furniture, fittings and equipment - 10 to 33 1⁄3% per annum
Buildings, factories and mills - 2 to 10% per annum
Employees’ quarters - 10% per annum
Effluent ponds, roads and bridges - 5 to 10% per annum
1.6 Leases
Property, plant and equipment acquired under finance lease agreement are capitalised and the corresponding capital element of the leasing
commitments is shown as finance leases.
Leased assets are depreciated over the shorter of its expected useful life and the term of the lease.
Lease payments are treated as consisting of capital and interest elements and the interest is allocated to accounting periods during the lease
term using an approximation to the annuity basis.
Operating lease rentals are charged to the income statement on a straight line basis over the period of lease.
1.9 Inventories
Inventories of produce are valued at the lower of cost and net realisable value. Cost includes cost of materials, direct labour and an appropriate
proportion of fixed and variable production overheads, where applicable, and is determined on a weighted average basis.
Growing crops are valued at the cost of seed, fertiliser and sprays.
Livestock (sheep) is valued at net realisable value.
Stores and materials are valued at the lower of cost and net realisable value. Cost includes cost of purchase plus incidentals in bringing the
inventories into store and is determined on the weighted average basis.
1.11 Investments
(a) Investment income
Dividend income from subsidiaries and other investments are recognised when the rights to receive payment are established. Interest
income is recognised in the income statement as it accrues, taking into account the effective yield on the asset.
Other investments are stated at cost and unless the market value is lower than cost, an allowance is set aside for diminution in value.
1.12 Taxation
Tax expense in the income statement represents taxation at current tax rates based on profit earned during the year. Deferred taxation is provided
on the liability method for the timing differences between the accounting and taxation treatment of depreciation and capital allowances
respectively on property, plant and equipment and for other timing differences except where no liability is expected to arise in the foreseeable
future and there are no indications the timing differences will reverse thereafter. Deferred tax benefits arising from unutilised tax losses and
capital allowances are only recognised where there is a reasonable expectation of realisation in the near future.
All exchange differences are dealt with in the income statement except for long term assets which are dealt with in the “Exchange Fluctuation
Reserve”.
The assets and liabilities of foreign subsidiaries are translated into Ringgit Malaysia at the rates of exchange approximate to those at balance
sheet date. The results of the foreign subsidiaries and associated companies are translated at the average rates of exchange for the year. Exchange
differences arising from the translation of assets and liabilities at rates of exchange approximate to those at balance sheet date and results at
average rates of exchange for the year, and the restatement of the opening net investments in foreign subsidiaries and associated companies at
rates of exchange approximate to those at balance sheet date are shown in the “Exchange Fluctuation Reserve”.
The closing exchange rates of the main currencies in the Group used in the translation of foreign currency monetary assets and liabilities, and the
financial statements of foreign operations are as follows:-
2001 2000
Pound Sterling 1 to RM5.5970 RM5.5540
United States Dollar 1 to RM3.8000 RM3.8000
Australian Dollar 1 to RM1.8520 RM2.0695
Hong Kong Dollar 1 to RM0.4873 RM0.4874
Chinese Renminbi 1 to RM0.4590 RM0.4590
Indonesian Rupiah 100 to RM0.0395 RM0.0430
Philippines Peso 1 to RM0.0740 RM0.0823
Singapore Dollar 1 to RM2.1520 RM2.1844
1.15 Receivables
Known bad debts are written off and allowance is made for any amount considered doubtful of collection.
When shares are repurchased and cancelled, the nominal value of the shares repurchased is cancelled by a debit to share capital and an equivalent
amount is transferred to capital redemption reserve. The consideration, including any acquisition cost and premium or discount arising from the
shares repurchased, is adjusted to share premium or any other suitable reserve.
2. REVENUE
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
3. OPERATING PROFIT
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
4. FINANCE COST
Group
2001 2000
RM ’000 RM ’000
3,935 6,482
5. EMPLOYEE INFORMATION
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
The total number of employees of the Group and of the Company (excluding Directors) at the end of the year was 24,171 (2000: 25,086) and 6,721 (2000:
7,242) respectively.
6. INVESTMENT INCOME
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
Gross dividend income from:-
Shares quoted in Malaysia 2,313 1,849 - -
Shares quoted outside Malaysia 502 1,882 - -
Unquoted shares 276 773 276 773
Dividends from unquoted subsidiaries - - 80,235 103,930
Dividends from associated companies:-
Quoted outside Malaysia - - 29,104 21,524
Unquoted - - 1,370 1,290
Interest 16,457 18,463 16,511 19,423
7. EXCEPTIONAL ITEMS
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
Surplus arising from government acquisitions of land 831 23,684 820 21,098
Surplus on sale of properties - 2,234 - -
Surplus on sales of investments 521 5,970 - -
Amortisation of intangible assets (1,144) (1,129) - -
Allowance for diminution in value of investments (3,226) (5,074) - -
Share of associated companies’ exceptional items:-
- amortisation of goodwill (15,352) (14,927) - -
- sale and termination of businesses (57,834) 37,755 - -
- cost of restructuring business (2,771) - - -
- allowance for diminution in value of investments (1,540) - - -
(77,497) 22,828 - -
8. TAX EXPENSE
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
(a) the Company has sufficient credit under Section 108 of the Income Tax Act, 1967 at 30th September, 2001, to frank the payment of net dividends
of approximately RM253 million (2000: RM312 million) out of its distributable reserves without having to incur additional taxation; and
(b) the Company has about RM428 million (2000: RM304 million) tax exempt profit available to be distributed as tax exempt dividends.
10. DIVIDENDS
Group and Company
2001 2000
RM ’000 RM ’000
Interim 6 sen gross per share less 28% income tax
(2000: 6 sen gross per share less 28% income tax) 30,680 30,680
Proposed final 9 sen gross per share less 28% income tax
(2000: 9 sen gross per share less 28% income tax) 46,020 46,020
Proposed special: Nil
(2000: 5 sen gross per share less 28% income tax) - 25,566
76,700 102,266
At end of the year 237,673 241,471 1,016,631 321,258 702,201 167,791 2,687,025
Accumulated depreciation
At beginning of the year - 46,507 3,707 156,436 345,456 95,063 647,169
Charge for the year - 7,757 4,449 13,136 49,088 13,226 87,656
Disposals/Written off - (3,235) - (4,150) (26,139) (4,850) (38,374)
Exchange adjustment - (159) (115) (223) 1,470 (2,729) (1,756)
At 30th September, 2000 229,416 186,786 996,133 151,397 331,713 57,429 1,952,874
Depreciation charge for 2000 - 10,287 2,537 14,430 51,742 14,308 93,304
2001 2000
RM ’000 RM ’000
The net book value of leasehold land comprises:
Long term 134,619 136,378
Short term 55,982 50,408
190,601 186,786
2001 2000
RM ’000 RM ’000
Depreciation charge for the year is allocated as follows:
Income Statement (Note 3) 85,748 90,287
Plantation Development 1,908 3,017
87,656 93,304
Long Term
Freehold Leasehold Plantation Plant and Vehicles,
Land Land Development Buildings Machinery Equipment, etc Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
COMPANY
Cost or valuation
At beginning of the year 148,408 35,878 436,225 67,459 77,489 43,194 808,653
Reclassification - - - 128 1 (129) -
Additions - - 65 944 2,203 1,727 4,939
Transfers - - - - 774 (212) 562
Disposals/Written off (34) - (89) (595) (4,245) (1,067) (6,030)
At end of the year 148,374 35,878 436,201 67,936 76,222 43,513 808,124
Accumulated depreciation
At beginning of the year - 7,963 - 54,589 67,428 32,144 162,124
Charge for the year - 389 - 2,110 2,098 3,697 8,294
Transfers - - - - 714 (201) 513
Disposals/Written off - - - (483) (4,105) (1,055) (5,643)
At 30th September, 2000 148,408 27,915 436,225 12,870 10,061 11,050 646,529
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
Net book value of revalued assets, had these assets
been carried at cost less accumulated depreciation:
Freehold land 23,526 23,929 20,143 20,149
Leasehold land 25,913 28,945 6,313 6,469
Plantation development 93,070 93,081 76,939 76,950
The net book value of the assets of a subsidiary company held under finance leases amounted to RM2.1 million (2000: RM2.2 million).
Freehold land, leasehold land and plantation development expenditure shown at Directors’ valuation on 1st October, 1980 are based on an opinion of
value, using the “Investment Method Approach”,by a professional firm of Chartered Surveyors on 22nd November, 1979. The leasehold land and plantation
development belonging to a subsidiary shown at Directors’ valuation are based on an opinion of value, using the “continued use basis”, by a firm of
professional valuers on 14th July, 1980. The freehold land, leasehold land and plantation development belonging to certain subsidiaries shown at
Directors’ valuation are based on an opinion of value, using “fair market value basis”, by a firm of professional valuers on 10th June, 1981. The leasehold
land and plantation development belonging to certain subsidiaries acquired during the year ended 30th September, 1991 were revalued by the Directors
in 1990 based on the comparison method. The freehold land belonging to an overseas subsidiary was revalued by the Directors based on existing use
and has been incorporated in the financial statements on 30th September, 1989. The building, equipment and fittings of a subsidiary company have
been valued by the Directors on 28th February, 1996. Subsequent additions are shown at cost while deletions are at valuation or cost as appropriate. The
revaluations were not intended to effect a change in the accounting policy to one of revaluation of property, plant and equipment. As allowed by the
transitional provisions of International Accounting Standard 16 – Property, Plant and Equipment issued by the Malaysian Accounting Standards Board,
these assets have continued to be stated on the basis of their valuations.
The details of the properties of the Group are shown on pages 76 to 83.
69,711 68,907
Group
2001 2000
RM ’000 RM ’000
Interest in Associated Companies:-
Share of net tangible assets 244,213 310,604
Share of goodwill 266,180 271,070
510,393 581,674
Freehold investment property is shown at Directors’ valuation on 30th September, 1992 based on open market value, as expressed by a firm of professional
valuers.
The net book value of the revalued freehold investment property, had this property been carried at cost, is RM6,420,000 (2000 : RM6,371,000).
Accumulated amortisation
At beginning of the year 883 -
Current amortisation 1,144 1,129
Exchange adjustment 307 (246)
17. INVENTORIES
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
These comprise the following:-
Inventories of produce 223,242 203,397 12,356 9,682
Growing crops 898 903 - -
Livestock 719 800 - -
Stores and materials 141,639 123,346 4,985 5,258
Inventories of produce of the Group and of the Company amounting to RM18,683,000 (2000: RM13,636,000) and RM4,937,000 (2000: RM4,648,000)
respectively and livestock of the Group amounting to RM719,000 (2000: RM800,000) are stated at net realisable value.
(a) instalment payments for taxation amounting to RM20,402,000 (2000: RM9,596,000); and
(b) loans of RM106,000 (2000: RM126,000), which bear interest rate of 4% (2000: 4%) per annum, granted to full-time directors of subsidiary companies
in accordance with the terms and conditions set out in the approved Housing Loan Scheme for all eligible employees of those subsidiary companies.
22. BORROWINGS
Group
2001 2000
RM ’000 RM ’000
Current
Secured
Bank overdrafts 16,439 36,301
Term loans 86,323 34,157
102,762 70,458
Unsecured
Bank overdrafts 3,182 8,892
Term loans 6,793 -
Export credit refinancing loans - 11,690
9,975 20,582
112,737 91,040
Non-Current
Term loans (secured) 1,254 1,761
The term loans and bank overdrafts are secured on fixed and floating charges on the property, plant and equipment of certain overseas subsidiary
companies which amounted to RM4,959,000 (2000: RM6,479,000) and corporate guarantees of RM150.9 million (2000: RM70.8 million) issued by the
Company. The bank overdraft facilities are renewable annually.
The interest rates applicable to term loans for the year ranged from 3.2% to 7.5% (2000: 5.1% to 8.8%) per annum. The interest rates applicable to bank
overdrafts for the year ranged from 5.8% to 9.0% (2000: 6.0% to 6.8%) per annum. The interest rates charged on the export credit refinancing loans for
the previous year ranged from 2.8% to 3.7% per annum.
Group
2001 2000
RM ’000 RM ’000
Analysis of term loans repayment
Within one year 93,116 34,157
From one to two years 112 1,761
From two to five years 1,142 -
94,370 35,918
2001 2000
Payments Interest Principal Payments Interest Principal
RM ’000 RM ’000 RM ’000 RM ’000 RM ’000 RM ’000
Of the total 712,516,128 issued and fully paid shares, 2,339,000 are held as treasury shares by the Company. As at 30th September, 2001, the number of
outstanding shares in issue and fully paid is 710,177,128 (2000: 710,177,128) shares of RM1.00 each.
25. RESERVES
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
Non-distributable
Capital reserve 74,362 78,976 - -
Revaluation reserve 53,345 53,345 38,336 38,336
Exchange fluctuation reserve 860 14,210 87,013 87,367
Capital redemption reserve 6,685 5,185 285 285
Revenue reserve - cost of treasury shares 12,382 12,382 12,382 12,382
Included under the non-distributable reserves is an amount of RM12,382,000 (2000: RM12,382,000) which was utilised for the purchase of the treasury
shares and is considered as non-distributable.
Non-distributable capital reserve mainly comprises share of associated companies’ capital reserve and distributable capital reserve comprises surpluses
arising from disposals of quoted investments, properties and government acquisitions of land.
General reserve arose from redemption of debenture issued in 1975 and fully redeemed in 1980.
Deferred taxation has been provided for in full for all timing differences other than the deferred taxation effects on revalued assets as there is no
intention to dispose of these assets in the foreseeable future.
The timing differences on which deferred taxation has been provided for are in respect of the excess of taxation capital allowances over depreciation on
property, plant and equipment, provision for retirement benefits and dividend income receivable from subsidiaries by the Company which is taxed based
on receipt basis.
Interest received
Sabah Cocoa Sdn. Bhd. 4,708 4,465
Bornion Estate Sdn. Bhd. 2,155 1,956
KLK Farms Pty Limited 977 281
Group Company
2001 2001
RM ’000 RM ’000
(i) Transactions with associated companies
Sales of goods
- Esterol Sdn. Bhd. 2,216 -
Purchase of goods
- Applied Agricultural Research Sdn. Bhd. 321 321
Group Company
2001 2001
RM ’000 RM ’000
(ii) Transactions with companies in which certain Directors have interests
Sales of goods
- Taiko Marketing Sdn. Bhd. 16,811 -
Purchase of goods
- Kampar Rubber & Tin Company Sdn. Bhd. 2,705 2,662
- Malay Rubber Plantations (Malaysia) Sdn. Bhd. 1,769 1,508
- Malay-Sino Chemical Industries Sdn. Bhd. 7,335 -
- Taiko Clay Marketing Sdn. Bhd. 2,737 110
- Taiko Marketing Sdn. Bhd. 444 67
- Wan Hin Plantations Sdn. Bhd. 592 -
Rental paid
- Zarib Komplex Sdn. Bhd. 930 -
Sales of goods
- Mitsui & Co. Ltd. 5,556 -
Purchases of goods
- Hubei Provincial Oil Corporation 6,192 -
- Mitsui & Co. Ltd. 1,708 -
Royalties paid
- Mitsui & Co. Ltd. 1,045 -
Company
2001
RM ’000
Amount owing by subsidiary companies
Bornion Estate Sdn. Bhd. 30,322
Fajar Palmkel Sdn. Bhd. 4,796
Golden Peak Development Sdn. Bhd. 1,330
Kalumpang Estates Sdn. Bhd. 973
KL-Kepong Edible Oils Sdn. Bhd. 32,635
KL-Kepong (Sabah) Sdn. Bhd. 31,164
KLK Farms Pty Limited 3,704
KLK Overseas Investments Ltd. 270,023
KL-Kepong Cocoa Products Sdn. Bhd. 12,848
KL-Kepong Industrial Holdings Sdn. Bhd. 281,902
KL-Kepong International Ltd. 8,032
KL-Kepong Property Holdings Sdn. Bhd. 312,778
KLKI Holdings Ltd. 7,493
Kulumpang Development Corporation Sdn. Berhad 69,552
Ladang Sumundu (Sabah) Sdn. Bhd. 12,216
Leluasa Untung Sdn. Bhd. 3,510
Parit Perak Plantations Sdn. Bhd. 1,390
Sabah Cocoa Sdn. Bhd. 64,707
Susuki Sdn. Bhd. 18,834
Sy Kho Trading Plantations Sdn. Bhd. 6,915
Taiko Plantations Sdn. Berhad 6,855
The Shanghai Kelantan Rubber Estates (1925) Limited 33,426
Standard Soap Company Limited 2,731
Uni-Agro Multi Plantations Sdn. Bhd. 1,061
Voray Holdings Limited 14,981
Group Company
2001 2001
RM ’000 RM ’000
Amount owing by related party
Capital Timber Holdings (Sabah) Sdn. Bhd. 8,000 8,000
The amount owing by related party bears interest rates ranging from 7.0% to 7.2% per annum.
Comparative information on significant related party disclosures are not presented as the Group applies the exemption provided by the Malaysian
Accounting Standards Board, Standard No. 8 “Related Party Disclosures”.
28. COMMITMENTS
Group Company
2001 2000 2001 2000
RM ’000 RM ’000 RM ’000 RM ’000
Capital
Property, plant and equipment
Contracts placed but not completed at 30th September 52,164 5,674 - 66
Capital expenditure approved by the Board but not
contracted for at 30th September 37,302 25,133 228 638
64,207 61,322
The majority of the overseas subsidiaries’ leases of land and buildings are subject to rent review periods ranging between one and five years.
Principal Group’s
Country of country of percentage
Subsidiary companies incorporation operation interest Principal activities
2001 2000
PLANTATIONS
PENINSULAR MALAYSIA
Gunong Pertanian Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
K. H. Syndicate Limited # England Malaysia 100 100 Plantation
The Kuala Pertang Syndicate Limited # England Malaysia 100 100 Plantation
The Shanghai Kelantan Rubber
Estates (1925) Limited † Hong Kong Malaysia 100 100 Plantation
Uni-Agro Multi Plantations Sdn. Bhd. Malaysia Malaysia 51 51 Plantation
KL-Kepong Edible Oils Sdn. Bhd. Malaysia Malaysia 100 100 Refining of palm products
KL-Kepong Plantation Holdings Sdn. Bhd. Malaysia Malaysia 100 100 Investment holding
Taiko Plantations Sdn. Berhad † Malaysia Malaysia 100 100 Management of plantations
KDC COMPLEX
Gocoa Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Golden Peak Development Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Golden Yield Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Kalumpang Estates Sdn Berhad Malaysia Malaysia 100 100 Plantation
Kulumpang Development
Corporation Sdn. Berhad Malaysia Malaysia 100 100 Plantation
Ladang Finari Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Ladang Sumundu (Sabah) Sdn. Berhad Malaysia Malaysia 100 100 Plantation
Masawit Plantation Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Parit Perak Plantations Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Selit Plantations (Sabah) Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Sri Kunak Plantation Sdn. Berhad Malaysia Malaysia 100 100 Plantation
Sunshine Plantation Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Sy Kho Trading Plantation Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Syarikat Swee Keong (Sabah) Sdn. Bhd. Malaysia Malaysia 100 100 Plantation
Fajar Palmkel Sdn. Berhad Malaysia Malaysia 100 100 Kernel crushing
KL-Kepong (Sabah) Sdn. Bhd. Malaysia Malaysia 100 100 Milling and refining of
palm products
Pinji Horticulture Sdn. Bhd. Malaysia Malaysia 100 100 Cultivation of ramie
GSSB COMPLEX
Axe Why Zed Sdn. Bhd. † Malaysia Malaysia 100 100 Plantation
Bandar Merchants Sdn. Bhd. † Malaysia Malaysia 100 100 Plantation
Bornion Estate Sdn. Bhd. † Malaysia Malaysia 63 60 Plantation
Golden Sphere Sdn. Bhd. † Malaysia Malaysia 100 100 Plantation
Richinstock Sawmill Sdn. Bhd. † Malaysia Malaysia 100 100 Plantation
Principal Group’s
Country of country of percentage
Subsidiary companies incorporation operation interest Principal activities
2001 2000
PLANTATIONS
GSSB COMPLEX
Sabah Cocoa Sdn. Bhd. † Malaysia Malaysia 70 70 Plantation
Segar Usaha Sdn. Bhd. † Malaysia Malaysia 100 100 Plantation
Syarikat Budibumi Sdn. Bhd. † Malaysia Malaysia 100 100 Plantation
Susuki Sdn. Bhd. † Malaysia Malaysia 100 100 Investment holding
Sabah Holdings Corporation Sdn. Bhd. † Malaysia Malaysia 70 70 Investment holding
Leluasa Untung Sdn. Bhd. Malaysia Malaysia 100 100 Dormant
INDONESIA
P.T. ADEI Plantation and Industry † Indonesia * Indonesia 95 95 Plantation
P.T. Steelindo Wahana Perkasa † Indonesia * Indonesia 95 95 Plantation
P.T. KLK Agriservindo † Indonesia * Indonesia 100 100 Management of plantations
P.T. Kreasijaya Adhikarya † Indonesia * Indonesia 95 95 Dormant
MANUFACTURING
OLEOCHEMICALS
Palm-Oleo Sdn. Bhd. Malaysia Malaysia 80 80 Manufacturing of
oleochemicals
KSP Manufacturing Sdn. Bhd. Malaysia Malaysia 96 96 Manufacturing of
soap noodles
Palmamide Sdn. Bhd. Malaysia Malaysia 88 88 Manufacturing of
industrial amides
Jasachem Sdn. Bhd. Malaysia Malaysia 100 100 Investment holding
KL-Kepong Industrial Holdings Sdn. Bhd. Malaysia Malaysia 100 100 Investment holding
COCOA PRODUCTS
KL-Kepong Cocoa Products Sdn. Bhd. Malaysia Malaysia 100 100 Manufacturing of
cocoa products
GLOVE PRODUCTS
Masif Healthcare Products Sdn. Bhd. † Malaysia Malaysia 100 100 Manufacturing of latex
examination gloves
Masif Latex Products Sdn. Bhd. † Malaysia Malaysia 100 100 Manufacturing of
household latex gloves
PARQUET FLOORING
B.K.B. Hevea Products Sdn. Bhd. † Malaysia Malaysia 100 100 Manufacturing of
parquet flooring products
B.K.B. Flooring Sdn. Bhd. † Malaysia Malaysia 100 100 Marketing of parquet
flooring products
SOAP
KLK Overseas Investments Limited †† British Virgin British Virgin 100 100 Investment holding
Islands Islands
Standard Soap Company Limited # England England 100 100 Manufacturing of toiletries
Beauty Basics Limited # England England 100 100 Dormant
De Muth Limited # England England 100 100 Dormant
KLK Cosmetics Limited # England England 100 100 Dormant
Principal Group’s
Country of country of percentage
Subsidiary companies incorporation operation interest Principal activities
2001 2000
MANUFACTURING
SOAP
Personality Beauty Products Limited # England England 100 100 Dormant
Premier Soap Company Limited # England England 100 100 Dormant
Zenithpeak Limited # England England 100 100 Dormant
Principal Group’s
Country of country of percentage
Subsidiary companies incorporation operation interest Principal activities
2001 2000
RETAILING
Crabtree & Evelyn (Singapore) Pte. Ltd. † Singapore Singapore 100 100 Retailing and distribution
of toiletries
Acc-Enhance Sdn. Bhd. (formerly known as Malaysia Malaysia 100 - Sourcing of accessories
Melfort Corporation Sdn. Bhd.)
Crabtree & Evelyn (Malaysia) Sdn. Bhd. Malaysia Malaysia 100 100 Retailing of toiletries
PROPERTIES
Betatechnic Sdn. Bhd. Malaysia Malaysia 100 100 Property development
Colville Holdings Sdn. Bhd. Malaysia Malaysia 100 100 Property development
KL-K Holiday Bungalows Sdn. Berhad Malaysia Malaysia 100 100 Operating holiday
bungalows
KL-Kepong Complex Sdn. Bhd. Malaysia Malaysia 100 100 Property development
KL-Kepong Country Homes Sdn. Bhd. Malaysia Malaysia 100 100 Property development
KL-Kepong Property Development Sdn. Bhd. Malaysia Malaysia 100 100 Property development
KL-Kepong Property Management Sdn. Bhd. Malaysia Malaysia 100 100 Property management
KL-Kepong Property Holdings Sdn. Bhd. Malaysia Malaysia 100 100 Investment holding
Kompleks Tanjong Malim Sdn. Bhd. Malaysia Malaysia 80 80 Property development
Palermo Corporation Sdn. Bhd. Malaysia Malaysia 100 100 Property development
INVESTMENT HOLDING
Ablington Holdings Sdn. Bhd. Malaysia Malaysia 100 100 Investment holding
KL-Kepong Equity Holdings Sdn. Bhd. Malaysia Malaysia 100 100 Investment holding
Ortona Enterprise Sdn. Bhd. Malaysia Malaysia 100 100 Money lending
Quarry Lane Sdn. Bhd. Malaysia Malaysia 100 100 Investment holding
KL-Kepong International Ltd. †† Cayman Islands Cayman Islands 100 100 Investment holding
KLKI Holdings Limited # England England 100 100 Investment holding
Kuala Lumpur-Kepong Investments Limited # England Malaysia 100 100 Investment holding
OTHERS
Kepong Plantations Berhad † Malaysia Malaysia 100 100 In members’ voluntary
liquidation
KLK Farms Pty. Limited # Australia Australia 100 100 Cereal and sheep farming
KLK Assurance (Labuan) Limited † Malaysia Malaysia 100 - Dormant
KLK (Mauritius) International Ltd † Mauritius Mauritius 100 - Dormant
Rubber Fibreboards Sdn. Bhd. Malaysia Malaysia 100 100 Dormant
† Companies not audited by KPMG # Companies audited by overseas firms of KPMG †† Companies reviewed by KPMG
* These subsidiaries operate in Indonesia, a country which has sought assistance from the International Monetary Fund. Owing to the locality of the
operations, these companies are not affected by the current economic conditions in Indonesia. It is the Group’s policy to provide financial support to
ensure that the plantation development is carried out as planned.
Group’s
Country of percentage
Associated companies incorporation interest Principal activities
2001 2000
Applied Agricultural Research Sdn. Bhd. Malaysia 50.0 50.0 Agronomic service and
research
Beijing King Voray Edible Oil Co. Ltd People’s Republic 13.8 13.8 Edible oil refining
of China
Clarity Crest Sdn. Bhd. Malaysia 30.0 30.0 Property investment
Esterol Sdn. Bhd. Malaysia 50.0 50.0 Manufacturing of
food esters
Key Century Sdn. Bhd. Malaysia 30.0 30.0 Investment holding
Kumpulan Sierramas (M) Sdn. Bhd. Malaysia 33.0 33.0 Property development
Lembah Beringin Sdn. Bhd. Malaysia 30.0 30.0 Property development
Malaysia Pakistan Venture Sdn. Bhd. Malaysia 25.0 25.0 Investment holding
Pearl River Tyre (Holdings) Limited Australia 30.5 30.5 Investment holding and
manufacturing of tyres
Tawau Bulking Installation Sdn. Bhd. Malaysia 49.0 49.0 Bulking installation
Yule Catto & Co. plc England 21.7 21.1 Manufacturing and
distribution of speciality
and fine chemicals
(a) the proposed acquisition by KLKPH of the estate land totalling 1,529.78 acres from CCSB for a cash consideration of RM45,893,400; and
(b) the proposed disposal by KLKPH of 300,000 ordinary shares of RM1.00 each in CCSB, KCSB and Lembah Beringin Sdn. Bhd. (“LBSB”) respectively,
representing 30% of the issued and paid-up share capital of CCSB, KCSB and LBSB respectively and 6,600 redeemable preference shares (RPS) of
RM1.00 each representing 30% of the issued and paid-up RPS of LBSB for a total cash consideration of RM13,821,300.
The completion of these transactions is subject to the approval of the relevant authorities. Approvals from Foreign Investment Committee and the
shareholder of KLKPH have been obtained. The submission to Estate Land Board has been made and approval is pending.
(a) investment property amounted to RM3,471,000 has been reclassified from property, plant and equipment (Note 11) to other investments (Note
15) and its net book value, had this revalued asset been carried at cost less accumulated depreciation, amounting to RM6,371,000 has been
excluded from Note 11 disclosure; and
(b) total assets employed under Segment Information (Note 32) has included goodwill on consolidation.
In the opinion of the Directors, the financial statements set out on pages 36 to 67are drawn up in accordance with the applicable approved accounting standards
in Malaysia so as to give a true and fair view respectively of the state of affairs of the Group and of the Company at 30th September, 2001 and of the results of
the business of the Group and of the Company and of the cash flows of the Group and of the Company for the financial year ended on that date.
STATUTORY DECLARATION
I, Fan Chee Kum, being the officer primarily responsible for the financial management of Kuala Lumpur Kepong Berhad, do solemnly and sincerely declare that
the financial statements set out on pages 36 to 67 are to the best of my knowledge and belief, correct, and I make this solemn declaration conscientiously
believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.
Before me:-
S. JAGJIT SINGH
Commissioner for Oaths
Ipoh, Perak Darul Ridzuan,
Malaysia.
We have audited the financial statements set out on pages 36 to 67. The preparation of the financial statements is the responsibility of the Company’s
Directors. Our responsibility is to express an opinion on the financial statements based on our audit.
We conducted our audit in accordance with approved Standards on Auditing in Malaysia. These standards require that we plan and perform the audit
to obtain all the information and explanations which we consider necessary to provide us with evidence to give reasonable assurance that the
financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures
in the financial statements. An audit also includes an assessment of the accounting principles used and significant estimates made by the Directors as
well as evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable
basis for our opinion.
In our opinion:-
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved
accounting standards in Malaysia so as to give a true and fair view of:-
(i) the state of affairs of the Group and of the Company at 30th September, 2001 and the results of their operations and the cash flows
of the Group and of the Company for the year ended on that date; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group and of the
Company;
and
(b) the accounting and other records and the registers required by the Companies Act,1965 to be kept by the Company and its subsidiaries, of
which we have acted as auditors, have been properly kept in accordance with the provisions of the said Act.
The subsidiaries in respect of which we have not acted as auditors are identified in Note 31 on the financial statements and we have considered their
financial statements and the auditors’ reports thereon.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form
and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory
information and explanations required by us for those purposes.
The audit reports on the financial statements of the subsidiaries were not subject to any qualifications and did not include any comment made under
sub-section (3) of Section 174 of the Act.
KPMG
FIRM NUMBER: AF-0758
Chartered Accountants
Ipoh.
13th December, 2001.
2001 2000
% Of % Of
% Total % Total
Under Planted Under Planted
Hectares Crop Area Hectares Crop Area
OIL PALM
Mature 78,479 70 58 67,422 63 51
Immature 34,286 30 25 40,119 37 30
RUBBER
Mature 16,827 76 12 17,746 76 14
Immature 5,329 24 4 5,607 24 4
COCOA
Mature 470 100 1 1,291 100 1
RUBBER
Production - own estates (‘000 kgs) 23,646 24,727 26,900 25,301 29,283
- sold (‘000 kgs) 158 4,670 1,891 986 2,715
- purchased (‘000 kgs) 2,496 2,041 2,047 2,224 3,343
- total processed (‘000 kgs) 25,984 22,098 27,056 26,539 29,911
Yield per mature hectare (kgs) 1,381 1,431 1,585 1,446 1,569
Profit per mature hectare (RM) 321 542 389 1,178 1,531
(before replanting expenditure)
Average selling price (sen/kg) 294 311 273 337 344
(net of cess)
COCOA
Production - own estates (‘000 kgs) 536 1,004 2,230 2,092 5,578
Yield per mature hectare (kgs) 746 680 982 507 873
Profit/(Loss) per mature hectare (RM) (170) (583) 1,641 403 614
(before replanting expenditure)
Average selling price (RM/kg) 3.43 3.24 4.87 5.00 3.54
RUBBER
Mature 17,119 17,270 16,972 17,498 18,668
Immature 5,445 6,254 8,224 9,392 9,998
COCOA
Mature 718 1,475 2,272 4,125 6,386
GROUP PROFIT
Palm Products 44,270 127,951 297,638 272,737 171,567
Rubber (1,706) (949) (1,500) 11,505 24,404
Cocoa (122) (860) 3,728 1,664 3,923
Manufacturing 93,511 77,187 28,219 (13,226) (16,730)
Retailing 9,916 (36,354) (32,330) (17,733) (9,721)
Others (1,289) (1,347) 161 (1,165) (269)
Share of Profits of Associated Companies 32,418 60,976 78,691 73,310 63,479
Investment income 19,548 22,967 27,999 41,579 39,745
Exceptional items (80,515) 48,513 2,986 5,838 22,097
Corporate expenses less other income (9,472) (8,005) (6,266) (6,566) (5,071)
120 1700
1600
110
2001
2000
1500
1999
100 1400
1997
1300
1998
90
1200
80 1100
70 1000
900
60
800
50 700
600
40
500
30 400
20 300
200
10
100
0 0
30
2000
2001
20
25
15
20
15
10
10
5
5
0 0
1999
1998
1997
2000
2001
5
1999
1998
1997
SHAREHOLDERS’ FUNDS
2000
2001
1999
1998
1997
YEAR OF
TITLED NET BOOK ACQUISITION/
LOCATION TENURE HECTAREAGE DESCRIPTION VALUE LAST REVALUATION
RM ’000
PLANTATIONS
PENINSULAR MALAYSIA
Ladang Allagar, Freehold 805 Rubber and oil palm estate 12,724 1986
Trong, Perak.
Ladang Ayer Hitam, Freehold 2,640 Rubber and oil palm estate 38,607 1985
Bahau, Negeri Sembilan.
Ladang Ban Heng, Freehold 631 Oil palm estate 8,108 1979*
Pagoh, Muar, Johor.
Ladang Batang Jelai, Freehold 2,170 Rubber and oil palm estate 33,071 1985
Rompin, Negeri Sembilan.
Ladang Batu Lintang, Freehold 1,470 Rubber and oil palm estate 17,881 1986
Serdang, Kedah.
Ladang Buntar, Freehold 547 Rubber and oil palm estate 13,536 1986
Serdang, Kedah.
Ladang Changkat Asa, Freehold 1,595 Rubber and oil palm estate 16,169 1979*
Tanjong Malim, Perak.
Ladang Ghim Khoon, Freehold 950 Rubber and oil palm estate 23,247 1986
Serdang, Kedah.
Ladang Glenealy, Freehold 1,084 Rubber and oil palm estate 15,075 1992
Parit, Perak.
Ladang Gunong Pertanian, Leasehold 686 Oil palm estate 10,517 1985
Simpang Durian, expiring in
Negeri Sembilan. 2077
Ladang Jeram Padang, Freehold 2,115 Rubber and oil palm estate 30,102 1985
Bahau, Negeri Sembilan.
Ladang Kerilla, Freehold 2,193 Rubber and oil palm estate 27,430 1992
Tanah Merah, Kelantan.
YEAR OF
TITLED NET BOOK ACQUISITION/
LOCATION TENURE HECTAREAGE DESCRIPTION VALUE LAST REVALUATION
RM ’000
Ladang Kombok, Freehold 1,916 Rubber and oil palm estate 31,954 1985
Rantau, Negeri Sembilan.
Ladang Kuala Gris, Freehold 2,429 Rubber and oil palm estate 29,866 1992
Kuala Krai, Kelantan.
Ladang New Pogoh, Freehold 1,560 Rubber and oil palm estate 14,096 1979*
Segamat, Johor.
Ladang Pasir Gajah, Freehold 956 Oil palm estate 21,634 1981*
Kuala Krai, Kelantan. Leasehold 1,155 1980*
expiring in
2907
Ladang Pelam, Freehold 2,526 Rubber and oil palm estate 39,513 1992
Kulim, Kedah.
Ladang Renjok, Freehold 1,579 Rubber and oil palm estate 15,879 1979*
Bentong, Pahang.
Ladang See Sun, Freehold 589 Oil palm estate 9,719 1984
Renggam, Johor.
Ladang Selborne, Freehold 1,282 Rubber and cocoa estate 16,717 1992
Padang Tengku, Kuala Lipis,
Pahang.
Ladang Serapoh, Freehold 938 Rubber and oil palm estate 9,148 1979*
Parit, Perak. 1992
Ladang Subur, Freehold 1,290 Rubber and oil palm estate 14,476 1986
Batu Kurau, Perak.
YEAR OF
TITLED NET BOOK ACQUISITION/
LOCATION TENURE HECTAREAGE DESCRIPTION VALUE LAST REVALUATION
RM ’000
Ladang Sungei Bekok, Freehold 636 Oil palm estate 7,849 1979*
Bekok, Johor.
Ladang Sungei Gapi, Freehold 615 Rubber and oil palm estate 6,371 1979*
Serendah, Selangor. 1985
Ladang Sungei Kawang, Freehold 1,890 Rubber and oil palm estate 15,585 1979*
Lanchang, Pahang.
Ladang Sungei Penggeli, Leasehold 959 Oil palm estate 9,394 1988
Bandar Tenggara, Johor. expiring in
2087
Ladang Sungei Sokor, Freehold 1,603 Rubber and oil palm estate 17,230 1992
Tanah Merah, Kelantan.
Ladang Sungei Tamok, Leasehold 1,619 Oil palm estate 15,990 1979*
Paloh, Johor. expiring in
2078
Ladang Tuan, Freehold 910 Rubber and oil palm estate 10,436 1979*
Bentong, Pahang. Leasehold 443
expiring between
2030 and 2057
Ladang Tuan Mee, Freehold 1,715 Oil palm estate 17,591 1979*
Sungei Buloh, Selangor.
Ladang Ulu Pedas, Freehold 934 Rubber and oil palm estate 17,882 1985
Pedas, Negeri Sembilan.
Ladang Voules, Freehold 2,977 Rubber and oil palm estate 25,326 1979*
Segamat, Johor.
61,541
EAST MALAYSIA
Ladang Bornion, Leasehold 3,233 Oil palm estate 35,786 1992
Kinabatangan, Sabah. expiring in 2078
Ladang Bukit Tabin, Leasehold 2,916 Oil palm estate 31,961 1993
Lahad Datu, Sabah. expiring in 2079
YEAR OF
TITLED NET BOOK ACQUISITION/
LOCATION TENURE HECTAREAGE DESCRIPTION VALUE LAST REVALUATION
RM ’000
Ladang Jatika, Leasehold 3,515 Oil palm and cocoa estate 47,509 1991
Tawau, Sabah. expiring between
2068 and 2083
Ladang Pang Burong, Leasehold 2,548 Oil palm and cocoa estate 38,137 1983
Tawau, Sabah. expiring between
2063 and 2080
Ladang Ringlet, Leasehold 1,843 Oil palm and cocoa estate 16,213 1989
Tawau, Sabah. expiring between
2067 and 2080
Ladang Segar Usaha, Leasehold 2,792 Oil palm estate 31,066 1990*
Kinabatangan, Sabah. expiring in 2077
Ladang Sri Kunak, Leasehold 2,773 Oil palm estate 38,723 1983
Tawau, Sabah. expiring between
2063 and 2076
Ladang Sg. Silabukan, Leasehold 2,654 Oil palm estate 29,092 1993
Lahad Datu, Sabah. expiring in 2079
40,315
YEAR OF
APPROXIMATE ACQUISITION/
TITLED AGE OF NET BOOK LAST
LOCATION TENURE HECTAREAGE DESCRIPTION BUILDINGS VALUE REVALUATION
Years RM’000
INDONESIA
Kebun Belitung, Leasehold 14,065 Oil palm estate - 58,615 1994
Belitung, Indonesia. expiring in
2020
Kebun Mandau, Leasehold 14,900 Rubber and oil palm estate - 54,882 1996
Riau, Indonesia. expiring in
2020
41,825
OTHER OPERATIONS
MALAYSIA
B.K.B. Hevea Products, Leasehold 5 Parquet factory 7 8,311 1994
Ipoh, Perak. expiring in
2089
92
YEAR OF
APPROXIMATE ACQUISITION/
TITLED AGE OF NET BOOK LAST
LOCATION TENURE AREA # DESCRIPTION BUILDINGS VALUE REVALUATION
Years RM’000
Colville Holdings, Freehold 428 Property development - 9,950 1985
Setul, Negeri Sembilan.
2,173
Bunge & Arundel, Leasehold 8,981 sq.m. Holiday bungalows 52 256 1972
Frasers Hill, Pahang. expiring
between
2021 and 2030
Wisma Taiko, Freehold 5,392 sq.m. Head Office building 16 6,320 1983
1, Jalan S.P. Seenivasagam,
Ipoh, Perak.
5B, Jalan Tun Dr. Ismail, Freehold 2,847 sq.m. Residential bungalow 35 1 1978
Ipoh, Perak.
10, Jalan Kelab Golf, Freehold 9,990 sq.m. Residential bungalow 72 1 1981
Ipoh, Perak.
YEAR OF
APPROXIMATE ACQUISITION/
TITLED AGE OF NET BOOK LAST
LOCATION TENURE AREA # DESCRIPTION BUILDINGS VALUE REVALUATION
Years RM’000
146, Jalan Dedap Batik, Freehold 556 sq.m. Residential bungalow 4 687 1995
Sierramas, Sg. Buloh, Selangor.
A33, Lembah Beringin Freehold 4,317 sq.m. Bungalow lot - 284 1994
Homestead, Selangor.
10
AUSTRALIA
Erregulla Farm, Freehold 5,290 Sheep and cereal farm - 2,287 1989*
Mingenew, Western Australia.
Warrening Gully Farm, Freehold 3,089 Sheep and cereal farm - 3,967 1989*
Williams, Western Australia.
8,379
YEAR OF
APPROXIMATE ACQUISITION/
TITLED AGE OF NET BOOK LAST
LOCATION TENURE AREA # DESCRIPTION BUILDINGS VALUE REVALUATION
Years RM’000
UNITED KINGDOM
6, Lovat Lane, Freehold 95 sq.m. Office building 151 3,498 1992*
London.
55-57, South Edwardes Square, Freehold 512 sq.m. Office building 98 2,793 1996
London.
52, Kingston House East, Leasehold 132 sq.m. Residential apartment 45 4,991 2001
London. expiring
in 2204
27, Kelso Place, Freehold 400 sq.m. Office building 120 15,759 2001
Kensington, London.
UNITED STATES
Woodstock, Freehold 16 Office and toiletries factory 18 19,544 1996
Connecticut.
Perlis
Sandakan
Kedah
4 42A
36 Sabah
3 Lahad
1 40 38
2 Datu 42B
Penang 39
9
37
Perak Tawau 41
Kelantan
7
Terengganu
5
8 Ipoh
6
33
Pahang
10
Selangor 34
11 32 31
Kuala 35
12 15
Lumpur South China Sea
Negeri 13
Sembilan
16 14
17 23
18 30
Malacca 26
Straits of Malacca 19 22 28
24 21 29
Johore
25 27
20
MALAYSIA Hectares
Kedah Negeri Sembilan Kelantan
1 Batu Lintang 1,470 13 Ayer Hitam 2,640 27 Sungei Penggeli 959 36 Kerilla 2,193
2 Buntar 547 14 Batang Jelai 2,170 28 Sungei Tamok 1,619 37 Kuala Gris 2,429
3 Ghim Khoon 950 15 Gunong Pertanian 686 29 Tertinggi 1,619 38 Kuala Hau 547
4 Pelam 2,526 16 Jeram Padang 2,115 30 Voules 2,977 39 Pasir Gajah 2,111
17 Kombok 1,916 40 Sungei Sokor 1,603
Perak 18 Ulu Pedas 934 Pahang
5 Allagar 805 31 Kemasul 459
6 Glenealy 1,084 Johore 32 Renjok 1,579
7 Kuala Kangsar 847 19 Ban Heng 631 33 Selborne 1,282
8 Serapoh 938 20 Fraser 2,968 34 Sungei Kawang 1,890
9 Subur 1,290 21 Kekayaan 2,818 35 Tuan 1,353
22 Landak 2,833
Selangor 23 New Pogoh 1,560
10 Changkat Asa 1,595 24 Paloh 2,043
11 Sungei Gapi 615 25 See Sun 589
12 Tuan Mee 1,715 26 Sungei Bekok 636
AUSTRALIA
46 Perth
47
44
Pekanbaru 45 INDONESIA
Tanjung 43
Pandan
Belitung
Sumatra
Jakarta
Breakdown of Shareholdings
Thirty Largest Shareholders as in the Register of Members and the Record of Depositors:-
No. of % of Issued
Name Shares Share Capital #
# Calculated based on 710,177,128 shares, which do not include the 2,339,000 treasury shares.
Kuala Lumpur Kepong Berhad
SHAREHOLDING STATISTICS
at 5th December, 2001 (Continued)
87
Substantial Shareholders
The substantial shareholders of the Company are as follows:-
Number of Shares
* By virtue of Section 6A of the Companies Act, 1965, the Wan Hin Investments Sdn. Bhd. group of companies are also deemed substantial shareholders of
the Company. Dato’ Lee Oi Hian, Dato’ Lee Hau Hian and Dato’ Lee Soon Hian are substantial shareholders of Di-Yi Sdn. Bhd., High Quest Holdings Sdn. Bhd.
and Elionai Sdn. Bhd. respectively, which in turn are substantial shareholders of Wan Hin Investments Sdn. Bhd. and accordingly all these parties are also
deemed substantial shareholders of the Company by virtue of their deemed interests. Their shareholdings in the Company are as follows:-
Number of Shares
** By virtue of Section 6A of the Companies Act, 1965, Yayasan Pelaburan Bumiputra is also deemed substantial shareholder of the Company and its
shareholding in the Company is as follows:-
Number of Shares
*** includes those held through various nominee companies and fund managers.
# Calculated based on 710,177,128 shares, which do not include the 2,339,000 treasury shares.
I/We ................................................................................................................................................................................................................................
(Block Letters)
of .....................................................................................................................................................................................................................................
Re-election of Directors:-
3 R. M. Alias
4 Dato’ Lee Soon Hian
Please
indicate
with (√ ) Re-appointment of Directors pursuant to Section 129 (6), Companies Act, 1965:-
how you 5 Yeoh Chin Hin
wish your
vote to be 6 Charles Letts
cast
7 Maj-Gen (R) Dato’ Dr. Mahmood B. Sulaiman
9 Directors’ fees
Stamp
To: All shareholders/proxies attending the Kuala Lumpur Kepong Berhad (“KLK”) meeting,
The Twenty-ninth Annual General Meeting of KLK will be held at the CONFERENCE ROOM, 1ST FLOOR, WISMA TAIKO, NO. 1, JALAN S. P. SEENIVASAGAM, 30000 IPOH,
PERAK on Wednesday, 30th January, 2002, at 12.30 p.m. For your convenience, the following arrangements have been made :-
PARKING FACILITIES
The parking area nearby Wisma Taiko will be reserved for shareholders. Guards will be present to assist you. Parking is free of charge.
REGISTRATION
The registration counters will be located on the Ground Floor of Wisma Taiko. These counters will be opened from 11.30 a.m. onwards.
REFRESHMENTS
Refreshments will be served after the meeting.
NOTES:
1. A member of the Company entitled to attend and vote at the meeting is entitled to appoint not more than two proxies to vote in his stead. A proxy need not be a
member of the Company. Where a member appoints two proxies, the appointments shall be invalid unless he specifies the proportions of his holding to be represented
by each proxy.
2. The instrument appointing a proxy must be deposited at the registered office of the Company not less than 48 hours before the time set for the meeting.
3. Where this proxy form is executed by a corporation, it must be either under its seal or under the hand of an officer or attorney duly authorised.
4. In the case of joint holders, the proxy form signed by the first named shareholder in the register shall be accepted to the exclusion of the other registered joint
holder(s) of the shares.
5. The proxy will vote or abstain at his discretion if no indication is given on the proxy form.