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UTUSAN MELAYU (MALAYSIA) BERHAD

7170 - V

19 9 9 A N N UA L R E P O RT

Contents
1

Corporate Vision and Mission

Management Team

30

Analysis Of Shareholdings

Notice Of Annual General Meeting

12

Audit Committee

31

Directors Report

Corporate Information

14

Group Five Year Financial Summary

35

Financial Statements

Board Of Directors

18

Chairmans Statement

67

List Of Properties

Senior Management
And Corporate Services

26

Corporate Calendar

Cover Rationale
The Malay Manuscript Legacy Transcribed into the
21st Century
Combining artistic adornments in lavish illumination,
floral patterns of exquisite gold and coloured inks on
papers of antiquity, fluid arabic script embodying courtly
and refined language rendered by calligraphic elegance,
intricate seals embellished signifying authenticity and
attention, the finest Malay letter writing bear witness to
a historical state in time, its roots embedded in Malay
culture, civilisation and aesthetics. Its contents revealing
directly or indirectly, the writers position, personality and
views in relation to the diplomatic importance of the
recipient, offering an insight glimpse of early sociopolitical and economic history of Malay society.
The Utusan Group pays homage to the arts of the Malay
manuscript, from which environment modern literary
works were born; and whom we draw inspiration from
in our 61 year history. Portraying the documentation of
our heritage, the cover projects an evolutionary path we
have journeyed. Beginning from our origin as a daily
newspaper company providing journalistic news then,
and the aspiration to become the nations revolutionary
leading multiple media communications company of
choice today, converging on the cutting edge of the
technologically driven 21st century.

Proxy Form

Corporate

Vision

To Be The Leading Multiple


Media Communications
Company Of Choice

Corporate

Mission

To continuously develop and offer innovative and quality products and services through the application of leading
edge technology.

To develop competent, knowledgeable and motivated workforce through comprehensive human resource
management.

To adopt good industrial practices throughout the group whilst caring for the environment.

To establish strategic alliances with local and foreign partners so as to acquire global access to leading edge
technology and increase market reach.

Utusan Melayu (Malaysia) Berhad

Notice

OF ANNUAL GENERAL MEETING

NOTICE IS HEREBY GIVEN that the Thirty Second Annual General Meeting of
Utusan Melayu (Malaysia) Berhad will be held at Dewan Besar, Level 1, Bangunan
Tabung Haji, 201, Jalan Tun Razak, 50400 Kuala Lumpur on Thursday, 20 April 2000
at 11.00 a.m. for the following purposes:-

1.

To receive and adopt the Audited Accounts for the financial year ended 31 December 1999 and the Directors and
Auditors Reports thereon.
Resolution 1

2.

To declare a first and final dividend for the year ended 31 December 1999.

3.

To re-elect Tan Sri Dato Seri Utama Abdul Samad Idris, a Director retiring pursuant to Section 129(6) of the Companies
Act, 1965, and, being eligible, offers himself for re-appointment.
Resolution 3

4.

To re-elect Directors retiring in accordance with Article 98 of the Companys Articles of Association and, being eligible,
offer themselves for re-election:-

Resolution 2

i. Dato Hj Nasir Hj Mat Piah


ii. Tan Sri Kamarul Ariffin Mohamed Yassin
iii. Tan Sri Dato Abdullah Ahmad

Resolution 4
Resolution 5
Resolution 6

5.

To approve the payment of Directors fees for the year ended 31 December 1999.

Resolution 7

6.

To appoint Messrs Arthur Andersen & Co as Auditors of the Company, in place of the retiring Auditors, Messrs
PricewaterhouseCoopers, to hold office until the conclusion of the next Annual General Meeting, at a remuneration to be
determined by the Directors.
Resolution 8

7.

SPECIAL BUSINESS
To consider and, if thought fit, to pass the following Ordinary Resolutions:a.

Acquisition and Disposal of Assets


That, pursuant to Section 132(C) of the Companies Act, 1965 and subject always to the approval of all the relevant
regulatory bodies being obtained, the Board of Directors be and are hereby authorised to acquire or dispose of assets
on behalf of the Company upon such terms and conditions and for such purposes as the Board of Directors may
deem fit until the conclusion of the next Annual General Meeting.
Resolution 9

b.

New Issue of Shares


That, pursuant to Section 132(D) of the Companies Act, 1965 the Board of Directors be and are hereby authorised
to issue shares in the Company at any time until conclusion of the next Annual General Meeting and upon such
terms and conditions and for such purposes as the Board of Directors may, in their absolute discretion, deem fit
provided that the aggregate number of shares to be issued does not exceed ten per centum (10%) of the issued share
capital of the Company for the time being, subject always to the approval of all the relevant regulatory bodies being
obtained for such allotment and issue.
Resolution 10

Utusan Melayu (Malaysia) Berhad

8.

To transact any other ordinary business of which due notice shall have been given.
FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall be eligible to attend this meeting only in respect of:a.

shares deposited into the Depositors securities account before 12.30 p.m. on 10 April 2000 (in respect of shares which
are exempted from mandatory deposit);

b.

shares transferred into the Depositors securities account before 12.30 p.m. on 10 April 2000 in respect of ordinary transfers;

c.

shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the rules of the
Kuala Lumpur Stock Exchange;

Shareholders are reminded that pursuant to the Securities Industry (Central Depositories) (Amendment) (No. 2) Act, 1998
which came into force on 1 November 1998, all shares not deposited with the Malaysian Central Depository Sdn Bhd
by 12.30 p.m. on 1 December 1998 and not exempted from mandatory deposit, have been transferred to the Minister of
Finance (MOF). Accordingly, the eligibility to attend this meeting for such undeposited shares will be the MOF.
NOTICE OF BOOK CLOSURE FOR PAYMENT OF DIVIDEND
NOTICE IS HEREBY GIVEN THAT the Register of Members will be closed from 27 June 2000 to 28 June 2000. Both
dates inclusive to determine shareholders entitlement to the dividend payment. The dividend, if approved, will be paid on
20 July 2000 to shareholders whose name appear in the record of depositors on 26 June 2000.
FURTHER NOTICE IS HEREBY GIVEN THAT a Depositor shall qualify for entitlement only in respect of:(a) shares deposited into the Depositors securities account
before 12.30 p.m. on 22 June 2000 (in respect of
shares which are exempted from mandatory deposit);
(b) shares transferred into the Depositors securities
account before 12.30 p.m. on 26 June 2000 in
respect of ordinary transfers;
(c) shares bought on the Kuala Lumpur Stock Exchange
on a cum entitlement basis according to the rules of
the Kuala Lumpur Stock Exchange.
Shareholders are reminded that pursuant to the Securities
Industry (Central Depositories) (Amendment) (No. 2) Act,
1998 which came into force on 1 November 1998, all
shares not deposited with the Malaysian Central
Depository Sdn Bhd by 12.30 p.m. on 1 December 1998
and not exempted from mandatory deposit, have been
transferred to the Minister of Finance (MOF).
Accordingly, the payment for such undeposited shares will
be paid to the MOF.
By Order of the Board

SHARINA SAIDON
Company Secretary
Kuala Lumpur
4 April 2000

NOTES:1. Appointment of Proxy


A member entitled to attend and vote at the Meeting is entitled
to appoint a proxy to attend and to vote in his stead. A proxy
need not be a member of the Company. The instrument
appointing a proxy must be deposited at the Registrars Office
at 20th Floor, IGB Plaza, Jalan Kampar Off Jalan Tun Razak,
50400 Kuala Lumpur not less than forty eight (48) hours before
the time set for the Meeting. Where the Proxy Form is executed
by a corporation, it must be either under its Common Seal or
under the hand of an officer or attorney duly authorised.
2.

Change of Auditors
A Notice of Nomination pursuant to Section 172(11) of the
Companies Act, 1965, a copy of which has been sent to members,
has been received by the Company for the nomination of Messrs
Arthur Andersen & Co, who have given their consent to act, for
appointment as Auditors of the Company and of the intention to
propose the above ordinary resolution.

3.

Resolution Pursuant To Section 132(D) of the Companies Act, 1965


In line with the Companys plan for expansion/diversification, the
Company is actively looking into prospective areas so as to
broaden its operating base and earning potential. As the
expansion/diversification may involve the issue of new shares, the
Directors, under present circumstances would have to call for a
general meeting to approve the issue of new shares even though
the number involved is less than ten per centum (10%) of the
issued share capital.
In order to avoid any delay and costs involved in convening a
general meeting to approve such issue of shares, it is thus
considered appropriate that the Directors be now empowered to
issue shares in the Company up to an amount not exceeding in
total ten per centum (10%) of the issued share capital of the
Company for the time being for such purpose. This authority,
unless revoked or varied at a general meeting, will expire at the
next Annual General Meeting of the Company.

Utusan Melayu (Malaysia) Berhad

The Raffles Letters


Letter from the Sultan of Johor and Pahang, 1811 during
the British Campaign in Assisting
the Invasion of Dutch Java
One of the most beautiful royal Malay letters delivered to Sir
Thomas Stamford Raffles in his capacity as Agent to the
Governor-General with the Malay States. This letter, from the
ailing Sultan Mahmud Syah of Johor and Pahang in Lingga,
was dated as 8 January, confirming support for the British invasion
of Dutch Java by providing a perahu.

Letter from the


Sultan of Johor
and Pahang,
5 January 1811,
(9 Zulhijah 1225)

The Raffles letters are a collection of intriguing chronicles relating to


the British and Malay States during his posting in Melaka.
Its impressive documentations are all well preserved in the
British Library.
This correspondence unveiled little of the secret mission the British planned in
wresting Java from French-Dutch occupation. A plan to retaliate against
Napoleon Bonaparte and his warring campaign in Europe. In actual
reality, the Raffles letters were dispatched to the Malay Sultans to establish
support, and gain provisions to weaken Dutch colonization on the island of
Java. A sample of the letter pictured, written in diplomatic persuasive tones
by Abdullah Bin Abdul Kadir, a scribe employed by Raffles, included
magnificent presents to gain favour with the Malay Sultans. Every letter that
was sent received favourable response and was replied with presents from the
Sultans in return. It was the start of British involvement in the internal
affairs of the Malay States.
The letters elegance lies in its rhythmic patterns and lines fused by the
pot-pourri of eloquent calligraphic melody. Shimmering in the generous effect
of ink and gold on English paper (G Taylor 1802).

Corporate

INFORMATION

BOARD OF DIRECTORS
YBhg Tan Sri Kamarul Ariffin Mohamed Yassin
YB Senator Datuk Zainuddin Maidin
YBhg Tan Sri Dato Seri Utama Abdul Samad Idris
YBhg Tan Sri Dato Abdullah Ahmad
YBhg Dato Hj Nasir Hj Mat Piah
YBhg Tan Sri Dato Hj Husein Ahmad
YM Raja Ahmad Aminollah Raja Abdullah
YBhg Dato Saad Hj Man
YB Datuk Ruhanie Hj Ahmad
Encik Azizi Meor Ngah

COMPANY SECRETARY
Cik Sharina Saidon

STOCK EXCHANGE
LISTING
Main Board
Kuala Lumpur Stock Exchange

REGISTERED OFFICE
46M, Jalan Lima
Off Jalan Chan Sow Lin
55200 Kuala Lumpur
Tel : 03-221 7055
Fax: 03-222 7876 / 222 0911

AUDITOR
PricewaterhouseCoopers

PRINCIPAL BANKERS
REGISTRAR
Tenaga Koperat Sdn Bhd
20th Floor, IGB Plaza
Jalan Kampar
Off Jalan Tun Razak
50400 Kuala Lumpur

Utusan Melayu (Malaysia) Berhad

Malayan Banking Berhad


RHB Bank Berhad

YBhg Tan Sri


Kamarul Ariffin
Mohamed Yassin

YB Senator Datuk
Zainuddin Maidin

Encik
Azizi Meor Ngah

YBhg Tan Sri Dato


Seri Utama Abdul
Samad Idris

YBhg Tan Sri Dato


Abdullah Ahmad

YM Raja Ahmad
Aminollah Raja
Abdullah

YBhg Dato
Saad Hj Man

YB Datuk
Ruhanie Hj Ahmad

YBhg Dato Hj Nasir


Hj Mat Piah

Cik Sharina Saidon

Senior

MANAGEMENT

Tan Sri Kamarul Ariffin Mohamed Yassin


Executive Chairman

Encik Ruslan Abd Rahman


Chief Executive Officer, UPD Sdn Bhd

Senator Datuk Zainuddin Maidin


Deputy Executive Chairman

YM Tengku Mohamed Taib


Group General Manager, Advertising

Encik Azizi Meor Ngah


Group Executive Director

Encik Che Mat Abd Ghani


Acting Group Manager, Printing

Encik Mohd Khalid Mohd


Group Editor-in-Chief

Cik Roselina Johari


Group Manager, Publishing

Encik Khamarul Baharain Sulaiman


Chief Operating Officer

Corporate

SERVICES

Encik Mazlan Haron


Group Manager, Human Resource

Encik Ahmad Hilmi Hashim


Property Manager

Puan Latifah Hamzah


Senior Manager, Corporate Communications

Encik Zulkifli Basharuddin


Internal Audit Manager

Cik Rozita Yusoff


Financial Controller

Encik Fareed Abdul Ghani


Acting Manager, Corporate Planning

Cik Sharina Saidon


Legal Manager/Company Secretary

Utusan Melayu (Malaysia) Berhad

Management

TEAM

PUBLISHING
Encik Wee Teck Kee
General Manager, Marketing & Circulation
Encik Hamzah Sidek
Assistant Group Editor-in-Chief
Puan Maimunah Yusoff
Head of Magazine
Encik Ishak Hamzah
General Manager,
Utusan Publications & Distributors Sdn Bhd

ADVERTISING
Encik Abdul Rashid Jamil
General Manager, Print Division, UMES
Encik Robert Wong
Managing Director, Advance Screen Sdn Bhd

PRINTING
Cik Mesriah Kadiran
General Manager, Utusan Binders Sdn Bhd
Encik Ahmad Mohd Yusof
Production Manager, Utusan Printcorp Sdn Bhd

INFORMATION TECHNOLOGY &


MULTIMEDIA
Puan Chai Lee Fung
General Manager, Net Space Learning Sdn Bhd
Encik Felix Miller
General Manager, Utusan Multimedia Sdn Bhd
Puan Noridzan Kamal
Senior Manager, Group MIS & Software Development

EVENT MANAGEMENT
Encik Shaharuman Shahadan
Executive Director, Forum Exposition Sdn Bhd

INVESTMENT HOLDINGS
Allan Clement George
Manager, Juasa Holdings Sdn Bhd

Utusan Melayu (Malaysia) Berhad

Royal Code Of Conduct


The Taj al-Salatin (Mahkota Raja-Raja)
Moral Philosophical Works and the Royal Symbolic
System of Malay History
Its original manuscript was written by Bukhari Johori in 1603 and
copied by the scribe, Muhammad bin Umar Syeikh Farid of
Penang, dated 4 Zulhijjah 1239 (31 July 1824). Delving into the
subject of morality and philosophy, it devotes two of its 24 chapters on
the conduct of royal scribes and envoys.

The Taj al-Salatin


(Mahkota Raja-Raja),
Penang, 31 July 1824
(4 Zulhijah 1239)

As in Malay literature and historical texts pertaining to court


etiquette and customs, letter-writing indulged in lengthy reception of
royal correspondence in court. The letters form represented the Kings
command and presence. It had become the designated authority, granting the
letter with supreme status as the King himself.
In its wordings contained within this letter, the position between sender and
receiver revealed the political and diplomatic strata of early Malay
government.
The annals of the Buku Sejarah Melayu sheds light on events
pertaining to letters that are believed to have originated in the 16th century.
Rendered in ink, colours and gold on burnished English paper, its
illumination and painstaking magnificence exudes a timelessness, skills and
dexterity of the calligrapher etched forever in a bygone age.

Audit

COMMITTEE

TERMS OF REFERENCE OF THE AUDIT COMMITTEE


Members of the Committee
Designation in the Company
YBhg Tan Sri Dato Seri Utama Abdul Samad Idris
Chairman
Director Independent Non-Executive
YBhg Dato Hj Nasir Hj Mat Piah
Director Independent Non-Executive

Secretaries of the committee


Cik Sharina Saidon
Company Secretary
Encik Zulkifli Basharuddin
Internal Audit Manager

YM Raja Ahmad Aminollah Raja Abdullah


Director Independent Non-Executive
YB Datuk Ruhanie Hj Ahmad
Director Independent Non-Executive

CONSTITUTION
The Board of Directors of Utusan Melayu (Malaysia) Berhad had on 14 January 1994 established a Committee of
the Board to be known as the Audit Committee. The authority, functions and duties of the Committee shall extend
to Utusan Melayu (Malaysia) Berhad and all its subsidiaries (collectively hereinafter referred to as the Group).

OBJECTIVES
The Audit Committee has been formed with the following objectives in view:a.
b.
c.
d.
e.
f.

Ensure openness, integrity and accountability in the Groups activities so as to safeguard the rights and interests
of the shareholders.
Provide assistance to the Board in fulfilling its fiduciary responsibilities as they relate to the Groups
management and internal controls, accounting policies and financial reporting.
Improve the Groups business efficiency, the quality of the accounting and audit functions and strengthening
the publics confidence in the Groups reported results.
Provide by way of regular meetings, a direct line of communication between the Board and the External and
Internal Auditors.
Enhance the independence of the external and internal audit functions.
Create a climate of discipline and control which will reduce the opportunity for fraud.

MEMBERSHIP
The members of the Committee shall be appointed by the Board of Directors of Utusan Melayu (Malaysia) Berhad
from among their number and shall comprise not fewer than three (3) members of whom a majority shall not be:a.
b.
c.

Executive Directors of Utusan Melayu (Malaysia) Berhad, or any related corporation;


a spouse, parent, brother, sister, son or adopted son, daughter or adopted daughter of an Executive Director of
Utusan Melayu (Malaysia) Berhad or any related corporation;
a person having a relationship which, in the opinion of the Board of Directors, would interfere with the exercise
of independent judgement of the Audit Committee.

The Chairman of the Audit Committee shall be elected by the Committee from among them who is not an
Executive Director or employee of Utusan Melayu (Malaysia) Berhad or any related corporation.

12 Utusan Melayu (Malaysia) Berhad

AUTHORITY
The Committee is authorised by the Board of Directors to:a.
b.
c.

investigate any activity within its terms of reference;


seek any information it requires from any employee and all employees are directed to co-operate with any
request made by the Committee;
obtain external legal or other independent professional advice and to secure the attendance of outsiders with
relevant experience and expertise if it deems fit.

FUNCTIONS AND DUTIES


The duties of the Committee shall be:a.
b.
c.

d.
e.
f.
g.
h.
i.
j.
k.

to consider and recommend the appointment of the External Auditors, the audit fee, and any questions of
resignation or dismissal;
to discuss with the External Auditors before the audit commences, the nature and scope of the audit, and
ensure co-ordination where more than one audit firm is involved;
to review the half-year and annual financial statements before submission to the Board, focussing particularly on: any changes in accounting policies and practices
major judgemental areas
significant adjustments resulting from the audit
the going concern assumption
compliance with accounting standards
compliance with stock exchange and legal requirements;
to review any related party transactions within the Company or Group and any other major transactions outside
the normal course of business of the Company and Group;
to discuss problems and reservations arising from the statutory audits, and any matters the Auditor may wish
to discuss (in the absence of Management or Group Executive Director where/when necessary);
to approve the Group Internal Audit Charter and ensure that the internal audit function is adequately resourced
and has appropriate standing in the Group;
to approve the appointment of the Head of the Internal Audit Department;
to review the internal audit programme, consider the major findings of internal audit investigations and
Managements response;
to keep under review the effectiveness of internal control systems and in particular review the External Auditors
Management Letter and Managements response;
to review and ensure the co-ordination of audit approach between the External and Internal Auditors; and
to consider other topics as defined.

MEETINGS
a.
b.
c.
d.
e.
f.
g.
h.

Meetings shall be held not less than two (2) times a year.
Upon the request of any member of the Committee, the Head of the Internal Audit or the External Auditors,
the Chairman of the Committee shall convene a meeting of the Committee to consider any matters arising.
The quorum for a meeting of the Committee shall be two (2) members. In the absence of the Chairman, the
members present shall elect a Chairman for the meeting from amongst the members present.
The meetings of the Committee shall be governed by the provisions contained in the Memorandum and Articles
of Association of Utusan Melayu (Malaysia) Berhad for regulating the meetings and proceedings of Directors.
Directors of the Board who are not members of the Committee may also attend the meetings of the
Committee, but they shall not have any voting rights.
The meetings of the Committee shall normally be attended by the Head of the Internal Audit and the
Management of Utusan Melayu (Malaysia) Berhad, if required, shall be represented by the Executive Chairman
and the Group Executive Director.
The Committee shall meet the External Auditors at least twice a year. At least once a year the Committee shall
meet the External Auditors without the Management or the Group Executive Director present.
The Company Secretary or the Internal Auditor shall be appointed as the Secretary of the Committee who
shall circulate the minutes of meeting of the Committee to all members of the Board.

Utusan Melayu (Malaysia) Berhad 13

Group

FIVE YEAR FINANCIAL SUMMARY

CONSOLIDATED BALANCE SHEET

Net Tangible Assets Per Share (RM)

77,373
67,866

77,373
88,750

77,373
52,431

77,373
49,845

153,844
1,239
146,867

145,239
989
151,995

166,123
908
48,313

129,804
7,160
50,722

127,218
6,071
43,960

301,950

298,223

215,344

187,686

177,249

302,365
9,829
156,793

293,072
10,297
152,279

261,884
9,687
178,224

167,301
11,892
152,995

129,022
13,072
147,479

468,987
(167,037)

455,648
(157,425)

449,795
(234,451)

332,188
(144,502)

289,573
(112,324)

301,950

298,223

215,344

187,686

177,249

1.99

1.88

2.15

1.68

1.64

Group Turnover

Adjusted Net
Earnings Per Share

RM '000

Sen

50,126

60
45

200,000

30,000

30

150,000

15,000

100,000

50,000

-150,000

-15

-300,000

-30

99

98

97

14 Utusan Melayu (Malaysia) Berhad

96

95

11,972
(18,548)

11,353

45,000

12,985

250,000

Group Profit
Before Taxation

60,000
225,999

261,198

284,903

262,327

297,301

RM '000

99

98

15
0

97

96

95

99

98

97

96

(3.2)

Total Assets
Current Liabilities

77,373
76,471

7.5

Fixed Assets
Other Assets
Current Assets

1995

53.2

Shareholders Fund
Minority Interest
Deferred Liabilities

1996

(27.1)

Share Capital
Reserves

300,000

As at 31 December
1998
1997

1999

16.9

In RM000

95

CONSOLIDATED PROFIT AND LOSS ACCOUNT

In RM000

As at 31 December
1998
1997

1999

Group Turnover

1996

1995

297,301

262,327

284,903

261,198

225,999

12,985

(18,548)

50,126

11,972

11,353

316

(2,322)

(8,340)

(4,789)

(7,319)

13,301

(20,870)

41,786

7,183

4,034

(1,347)

(1,551)

Profit/(Loss) Before Taxation


Taxation
Profit/(Loss) After Taxation
Minority Interest

(250)

(117)

(648)

Profit/(Loss) After Taxation

13,051

(20,987)

41,138

5,836

2,483

Number Of Shares In Issue (000)

77,373

77,373

77,373

77,373

77,373

53.2

7.5

(3.2)

7.0

6.0

5.0

Adjusted Net Earnings/(Loss)


Per Share (sen)

16.9

Adjusted Gross Dividend


Per Share (sen)

(27.1)

8.0

Total Assets

Shareholders Fund

RM '000

RM '000

Net Tangible Assets


Per Share

166,123

90,000

1.2

200,000

60,000

0.8

100,000

30,000

0.4

300,000

99

98

97

96

95

99

98

97

96

95

99

2.15
1.88

98

97

1.64

1.6

1.99

127,218

129,804

2.0

120,000
289,573

400,000

2.4

1.68

332,188

150,000

145,239

449,795

455,648

500,000

180,000
468,987

600,000

153,844

RM

96

95

Utusan Melayu (Malaysia) Berhad 15

Status Symbols
Letters with three headings
Procedures in letter writing
Almost all Malay letters between correspondence of the 18th
and 19th century bore a heading with short Islamic verses,
written in Arabic at the top.
The positioning of the headings determined the rank of sender
and recipient, practiced by society at the time; usually with two
headings, this official letter from Sultan Ismail of Bima, to
Baron van der Capellen in Batavia is unique with three
Letters with three
headings, Bima,
7 October 1823
(1 Safar 1239)

illuminated headings in its motifs.


According to the kitab terasul, the official manual of correct Malay letter
writing, written by M. Abdul Nasir, it writes, if a person of lesser
ranking sends a letter to a dignitary, the heading should appear on the left;
if the correspondents are of the same rank, the heading must be in the middle;
and in letters from a ruler or dignitary to a person of lower ranking, the
headings will appear on the right.
Delicately drafted by the finest of Malay calligraphers, with the artistic
flair of the illuminator in ink, colours and gold on paper, reflecting a time
transcended culture of divine respect in rank and status.

Chairmans

STATEMENT

Dear Shareholders,
The Utusan Melayu Group of Companies can look back on 1999 with satisfaction and a sense of achievement.
A two-prong strategy adopted earlier to reduce costs and a steady shift towards the increasing use of technology
in our operations have paid off during the year. Against the backdrop of a reviving economy, this has helped in
no small measure in bringing our financial performance back into positive territory.
The Group is also fortunate to have emerged from the economic recession relatively unscathed. Even at the worst
of times, we did not encounter any cash-flow problems affecting our operations, which continued at optimum
levels. If anything, the economic downturn has demonstrated our resilience and indeed, we have come out of it
a leaner, more efficient and intensely focused Group. Nor has it derailed our growth process. Some years ago we
set our sights to be a leading multiple media communications company in the country. Today we are well on our
way towards achieving this vision. The world-wide Internet revolution bears out the conviction that we are
moving in the right direction.
On behalf of the Board of Directors, I am pleased to present this Annual Report and Audited Accounts of the
Utusan Melayu Group of Companies for the financial year ended 31 December 1999.

FINANCIAL PERFORMANCE
For 1999, Gross Domestic Product growth has been conservatively projected at 1% against a contraction of 6.7%
in 1998. This has had a positive impact on the Groups respective businesses, with almost all our subsidiaries
returning to the black. At the same time, the turnaround in the Groups financial performance was also achieved
on the back of earlier investments in new machinery and technology which began to bear fruit only recently.
During the year under review, the Group turnover was recorded at RM297.3 million, up 13.3% from RM262.3
million recorded for the previous corresponding period. From a loss of RM18.5 million incurred in 1998,
the Group is back on to more familiar grounds, achieving a profit before tax of RM13.0 million.

Left: Sri Utusan, the printing plant, is the heart and


soul of perpetual activity, day and night.
Right: Our warehouse has the capacity for storing
massive supplies of newsprint, delivered for our
printing operations.

18 Utusan Melayu (Malaysia) Berhad

THE STAFF ARE ON PAR LEVEL TO COMPETENTLY HANDLE THE TECHNOLOGICALLY SOPHISTICATED
WOHLENBERG PERFECT BINDING LINE.

Chairmans

STATEMENT

Our Advertising Division, which saw a 22% increase


in advertising revenue during the year, remained the
main contributor to the Groups profitability.
The year also saw our Multimedia Division
registering a total turnover of RM12.9 million, which
is an encouraging start for a relative newcomer.
An increase in circulation of our publications and cover
prices also contributed towards an improved turnover.

CORPORATE DEVELOPMENTS
As a Group that is still growing, we are continually
fine-tuning our portfolio of businesses activities.
To this end, we are divesting businesses that are no
longer profitable or do not fit in with our vision of
what we want to be.

The year 2000 will see the Utusan Group embark on


a far-reaching restructuring exercise. Over the last
few years, the Group has undergone a major
transformation. From the printing and publishing
house we used to be, we are rapidly evolving into a
multiple media communications company. We will
now need to streamline our operations to reflect the
Utusan Group that is emerging and to ensure an
optimal distribution of resources and energy. This
would also be an opportune moment to look into
and address all other aspects of our operations from
various other perspective. By doing so, we will ensure
that our interests, and ultimately those of our
shareholders, will be safeguarded.

OPERATIONAL HIGHLIGHTS
As reported last year, in our efforts to get the best from
Utusans investment portfolio, we ceased the operations
of two wholly-owned subsidiaries, Utusan Audio Sdn
Bhd and Utusan Melayu (Singapura) Pte Ltd.
While selectively hiving-off certain businesses,
we remain alert to new business opportunities that
support and add value to the Groups operations.
A new addition to our stable of companies is Forum
Exposition Sdn Bhd, a leading events management
company specialising in organising product launches,
trade exhibitions, conferences and other events.

On the operational front, 1999 was an eventful year


for the Utusan Group. The Group continued to
make headway to strengthen its position in several
core business areas through strategic alliances. It was
also a year of achievements. Four of our publications
Utusan Malaysia, Mingguan Malaysia, Mangga and
Mastika garnered the top spot in a poll survey
conducted by A C Nielson.

Above: Some of our book publications have garnered


top spot recognition in the market.
Left: Venturing into Motion Plus outdoor advertising
has been a major success into new opportunities.

20 Utusan Melayu (Malaysia) Berhad

UTILIZING

STATE-OF-THE-ART TECHNOLOGY, THE

ON COURSE TO ACHIEVE

ISO 9000.

GEOMAN

PRINTING MACHINE AT

SRI UTUSAN,

Chairmans

STATEMENT

A new chapter has opened for our printing


operations with the 20 January 2000 signing of a
support agreement with the Italian printing company,
Fratelli Spada S.p.A. This link-up paves the way for
Utusan Melayu to become a global player virtually
overnight in the international printing industry.
Fratelli Spada is expected to bring to the jointventure a crop of international contracts, worth on
average some USD7 million a year for the first five
years. In addition, Utusan will now have access to
Spadas training facilities in Rome for its staff as well
as new print-costing software purpose-designed by
Spada. We will therefore be able to raise the
standards of print quality still further, which will put
the Utusan Group on course for achieving ISO 9000
certification. With the delivery of a Heidelberg M600
printing press purchased at a cost of RM18 million,
we are now equipped to handle high-end print jobs
and the expected influx of work from overseas.
To fully capitalise on our joint-venture with Fratelli
Spada, we are wiring our printing complex at Bangi
to receive manuscripts and artwork of print materials
via the Internet.
In our multimedia business, three recent signings
have set us firmly on the path towards establishing
ourselves as a significant player in Malaysias
emerging digital economy. A signing on 28 January
2000 saw the sale of a 25% stake in Utusan
Multimedia Sdn Bhd to Asia Online Internet Services
Sdn Bhd. By forging a strategic alliance with one of
the most established Internet Service Providers in the
region, the growth of Utusan Multimedia will be

accelerated. For Utusan, the deal would bring about


opportunities for a major technology transfer,
enhanced training for our people and the funds we
need to reinvest in Information Technology, especially
in e-commerce and logistics management. It will also
give us both global branding and access to an
international network. All these would position us to
provide top quality, end-to-end Internet solutions for
our corporate clients.
Two other joint-venture signings on 3 February
2000, will help establish the Utusan Group as a
market leader in multimedia and Internet based
education and training. Our wholly-owned
subsidiary, Net Space Learning Sdn Bhd, an MSCstatus company, has teamed up with the Singaporebased Sky Media Pte Ltd to localise an interactive
education service called SKYTUTOR for the
Malaysian market. With a student population of five
million in Malaysia, there is a huge market that the
Utusan Group can tap. SKYTUTOR is the single
most comprehensive solution for implementing the
smart learning concept of education and covers four
core subjects catering for 11 education levels, from
Primary One up to Form Five. The products
interactive education service is delivered via a
combination of CD-ROMs and the Internet.

Above: Breaking new grounds into the 21st century,


with the nations first LED mobile electronic screen.
Left: The printed publications are packed and ready
for delivery through our distribution channels.

22 Utusan Melayu (Malaysia) Berhad

CD-ROMS TAP

FUTURE GROWING MARKETS, IN PARTICULAR THE

CONCEPT OF INTERACTIVE INFORMATION AND EDUCATION

SMART LEARNING
SERVICES.

Chairmans

STATEMENT

In the other venture, Utusan Melayu (Malaysia)


Berhad and the British Council will collaborate to
design, develop and market a course on Secretarial
Skills For The New Millennium targeted at
Malaysian corporations and businesses. The course
content will focus on the two key skills of English,
the lingua franca of the global economy and IT,
the essential tool to compete successfully in the
digital age. In what is an ideal partnership, the
British Council will handle the language aspects of
the course while our Net Space Learning Centre will
take care of the technology component.
Utusans Advertising Division is the Groups cash cow.
In the outdoor billboard advertising business, we are
the number one player in Malaysia. To consolidate
our position, we have recently acquired the countrys
first LED mobile electronic screen, which can be used
for entertainment, concerts and sporting events.

have been effectively bug-proofed to ensure


Y2K compliance. No doubt as a result of these
precautionary measures. I am pleased to report a
smooth roll-over to the new millennium, with nothing
untoward happening to disrupt our operations.

ACKNOWLEDGEMENTS
One thing we can be certain of is that our success in
navigating the economic turbulence of the past two
years would not have been possible without the
concerted efforts and commitment of various parties;
the Management and staff of the Utusan Group,
our shareholders, customers, suppliers, business
associates and the relevant authorities.
On behalf of the Board of Directors, I extend my
sincere appreciation and thanks.

Our overseas forays produced mixed results, whilst


business is booming in Indonesia with very
encouraging returns, we are still undertaking
developmental work in India.

Datuk Jalaludin Bahaudin left the Board during the


year. We thank him for his contributions and wish
him every success in his future undertakings. Last but
not least, I would like to thank my fellow members
of the Board for their support and wise counsel.

No report to our shareholders would be complete


without some mention of the Y2K or Millennium
Bug. The Utusan Group has invested considerable
resources and efforts to ensure all our critical systems

KAMARUL ARIFFIN

A strategic alliance between Utusan Multimedia Sdn Bhd


and Asia Online Internet Services Sdn Bhd.

24 Utusan Melayu (Malaysia) Berhad

MULTIMEDIA,

THE TECHNOLOGICAL TOOL OF EDUCATION AND ENTERTAINMENT IN MERGING

INTERACTIVE COMMUNICATIONS.

Corporate

CALENDAR

4 February 1999

Y.B. Dato Seri Rafidah Aziz launches the Almanak


Malaysia 3.0 1998/1999 CD-ROM at the Putra World
Trade Centre.

At Malam Puisi Usman Awang, held in appreciation of the


contribution from the National Laureate.
7

26 March 4 April 1999

Launch of Disney On Ice Toy Story promotional


campaign by the Patron, YBhg Datin Seri Rosmah Mansor.
28 April 1999

Utusan Melayu (M) Berhads 31st Annual General Meeting.


4

9 June 1999

Signing ceremony between Utusan Melayu (M) Berhad and


Forum Exposition Sdn Bhd.
5

13 July 1999

The launching of Motion Pluss revolutionary outdoor


billboard from UPD Sdn Bhd.

26 Utusan Melayu (Malaysia) Berhad

22 July 1999

The Malaysian Food & Beverage International Exhibition


1999 organized by Forum Exposition Sdn Bhd.
8

14 July 1999

24-27 July 1999

The Utusan was honoured as the official Bahasa Malaysia


newspaper at the 4th Langkawi International Dialogue.
9

13-14 August 1999

National conference for Women Editors which was held in


conjunction with Majalah Wanitas 30th Anniversary.
10 15 August 1999
SPB Tuanku Siti Aishah graced the auspicious 30th Anniversary
Dinner of Majalah Wanita.

10

13

16

11

14

17

12

15

18

11 2 September 1999
The prize giving ceremony of Hadiah Sastera Utusan-Public
Bank.
12 12 September 1999
A historical record breaking feat-105 couples participated in
the Saji-Nestle-Shell Gas Cooking Contest.
13 25 September 1999
Utusan Melayu and the Islamic Arts Muzeum jointly
organized the calligraphic writing competition themed
Manifestasi Perdana Seni Khat.

19

16 30 October 1999
Utusan Malaysia and Bank Rakyat were joint organizers of
Seminar Sastera.
17 5 November 1999
Nostalgic moments in the staging of Umnos struggle
by Teater Warisan.
18 12 November 1999
One for the album the Utusan pensioners together with senior
management in rekindling their contributions for posterity.
19 14 November 1999

14 9 October 1999
The launch of Jimmy Choos Exclusive Shoe Exhibition in
conjunction with Malaysian Fashion Week 99.

Fostering the spirit of sports & teamwork at the Utusan


Groups Inter Departmental Sports Carnival.

15 15 October 1999
Inspirational ... the Gala Fashion Show & the finals of the
Embroidery Fashion Competition for the Jarum Berlian Trophy.
Utusan Melayu (Malaysia) Berhad 27

Sentiments and Sensitivity of Love in the


Resplendence of the Malay Language
Syair surat kirim kepada perempuan
Genre of Poetic Romanticism in Malay Love Letters
One of the numerous Malay syair and pantun stanzas in the form of
love letters was a manuscript copy by Ibrahim, a scribe who was
employed by Sir Thomas Stamford Raffles. Unfortunately,
samples of surviving Malay personal love letters between two ordinary
people remains difficult to be studied and were rarely recorded on
original manuscripts.

Syair surat kirim


kepada perempuan.
1796

The contents of a Malay love letter were purely sentiments, expressed


in glorious poetry. For example, in the printed manual of letter
writing of its time, praises in love letters would start in poems that began with:
Al-Hamd li-llah Rabb al-Alamin
cahayanya terang laksana cermin
seperti pohon kayu beringin
lemah lembut ditiup angin
As the essence of the Malay love letter was normally structured in this
form, the dividing line between love letters as poetry and poetry in its form
as love letters remains faint and distant.
The manuscripts execution reflects meticulous detail, combining ornamental
geometrical and organic floral motifs. Its poem superfluous and sensuous, the
inks and colours on English paper permeating a moment in time, captured
in the zeal and flamboyance of romance.

Analysis

OF SHAREHOLDINGS

Authorised Share Capital


Paid-Up Share Capital
Class Of Shares

as at 29 February 2000

RM150,000,000
RM77,372,837
Ordinary shares of RM1.00 each

Size of Shareholdings

No. of Shareholders

% of Shareholders

No. of Shares

% of Shares

1 499
500 5,000
5,001 10,000
10,001 100,000
100,001 1,000,000
1,000,001 & above

565
4,276
308
255
27
2

10.40
78.70
5.67
4.69
0.50
0.04

124,937
7,345,974
2,513,694
7,039,356
6,916,563
53,432,313

0.16
9.49
3.25
9.10
8.94
69.06

Total

5,433

100

77,372,837

100

No. of Shareholders

% of Shareholders

No. of Shares

% of Shares

Malaysia
Other foreign countries

5,345
88

98.39
1.61

76,642,259
730,578

99.06
0.94

Total

5,433

100

77,372,837

100

Location of Shareholdings

20 LARGEST SHAREHOLDERS AS PER THE REGISTER OF MEMBERS AS AT 29 FEBRUARY 2000


Name

No. of Shares

Percentage

RHB Nominees (Tempatan) Sdn Bhd


Pertubuhan Kebangsaan Melayu Bersatu or UMNO (United Malays National Organisation)
Minister of Finance
Arab-Malaysian Nominees (Tempatan) Sdn Bhd
Arab-Malaysian Trustee Bhd for BHLB Pacific Dana Al-Ihsan
Universal Trustee (Malaysia) Berhad
BHLB Pacific Emerging Companies Growth Fund
Syarikat Gunung Benum Sdn Bhd
HSBC Nominees (Asing) Sdn Bhd
BNY Brussels for Asiaval
HWANG-DBS Custodian Nominees (Asing) Sdn Bhd
DBS Bank for Five Arrows Southeast Asia Special Situation Trust
Hussein Noordin Sdn Berhad
Employees Provident Fund Board
Citicorp Nominees (Asing) Sdn Bhd
TNTC for Government of Singapore Investment Corporation Pte Ltd
Cartaban Nominees (Asing) Sdn Bhd
Lloyds TSB Bank Securities Services Chelmsford Sub 6632 for Five Arrows Asia Pacific Funds
First Capital Investment Ltd
HSBC Nominees (Asing) Sdn Bhd
Bermuda Trust (Singapore) Limited for Five Arrows Asian Enterprise Trust
Amanah Raya Nominees (Tempatan) Sdn Bhd
Amanah Saham Bank Simpanan Nasional
Permodalan BSN Berhad
HSBC (Malaysia) Trustee Berhad
OSK-UOB Small Cap Opportunity Unit Trust
Affin-UOB Securities Sdn Bhd
CLR for Amanah Raya Berhad for Amanah Saham Bank Simpanan Nasional
Loh & Loh Corporation Berhad
First Capital Insurance Limited
OSK Nominees (Tempatan) Sdn Berhad
Pledged Securities Account for Tan Kim San @ Tan Kim Sun
Amsec Nominees (Asing) Sdn Bhd
Fraser Securities Pte Ltd for Chu Chok Kim @ Chu Tso Chuan

45,113,956

58.31

8,318,357
830,000

10.75
1.07

750,000

0.97

557,000
433,000

0.72
0.56

395,000

0.51

381,000
377,000
300,000

0.49
0.49
0.39

296,000

0.38

250,000
215,000

0.32
0.28

212,000

0.27

180,000

0.23

161,000

0.21

156,000
150,000
135,000

0.20
0.19
0.17

130,000

0.17

Total

59,340,313

76.69

30 Utusan Melayu (Malaysia) Berhad

Directors

REPORT

for the year ended 31 December 1999

The Directors submit their report together with the audited accounts of the Group and of the Company for the financial year ended
31 December 1999.

PRINCIPAL ACTIVITIES
The principal activities of the Company during the financial year are to carry out the business of publication, printing and distribution
of newspapers, magazines and books. The principal activities of the subsidiary companies during the financial year are set out in note
15 to the accounts. There have been no significant changes in the nature of these activities during the financial year.

FINANCIAL RESULTS
The Group
RM

The Company
RM

Profit for the financial year after taxation and minority interests
Unappropriated profit brought forward

13,050,706
47,184,519

11,721,195
40,552,690

Profit available for appropriation


Dividends

60,235,225
(4,456,675)

52,273,885
(4,456,675)

Transfer to capital reserve

55,778,550
(360,000)

47,817,210

Unappropriated profit carried forward

55,418,550

47,817,210

In the opinion of the Directors, the results of the operations of the Group and of the Company during the financial year have not
been substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS
Dividends paid, declared or proposed since the end of the Companys previous financial year were as follows:RM
(a)

In respect of the financial year ended 31 December 1999:


A proposed final dividend of 8% less tax at 28%

4,456,675

MOVEMENTS ON RESERVES AND PROVISIONS


There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the notes to
the accounts.

Utusan Melayu (Malaysia) Berhad 31

Directors

REPORT

for the year ended 31 December 1999

DIRECTORS
The Directors in office since the date of the last report are:Tan Sri Kamarul Ariffin Mohamed Yassin
Tan Sri Dato Seri Utama Abdul Samad Idris
Tan Sri Dato Haji Husein Ahmad
Tan Sri Dato Abdullah Ahmad
Dato Haji Nasir Haji Mat Piah
Datuk Ruhanie Haji Ahmad
Dato Saad Haji Man
Senator Datuk Zainuddin Maidin
Raja Ahmad Aminollah Raja Abdullah
Azizi Meor Ngah
Datuk Jalaludin Bahaudin

(resigned on 25 March 1999)

DIRECTORS INTERESTS
According to the Register of Directors Shareholdings, particulars of Directors interests in the shares of the Company and its related
corporations during the financial year were as follows:No. of ordinary shares of RM1.00 each
Balance
Balance
1.1.1999
Bought
Sold
31.12.1999
Shares in the Company
Tan Sri Kamarul Ariffin Mohamed Yassin
direct
indirect
Tan Sri Dato Seri Utama Abdul Samad Idris
Tan Sri Dato Haji Husein Ahmad
Tan Sri Dato Abdullah Ahmad
direct
indirect
Dato Haji Nasir Haji Mat Piah
Senator Datuk Zainuddin Maidin
Raja Ahmad Aminollah Raja Abdullah
Azizi Meor Ngah

2
10,000
896
10,002

2,000
10,058
10,000
1,500
10,000
35,000

(7,000)

2
10,000
896
10,002
2,000
10,058
10,000
1,500
10,000
28,000

According to the Register of Directors Shareholdings, none of the other Directors in office at the end of the financial year has any
interests in the shares of the Company and its related corporations.

DIRECTORS BENEFITS
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit (other than the fees and
other emoluments shown in note 4 to the accounts) by reason of a contract made by the Company or a related corporation with the
Director or with a firm of which he is a member or with a company in which he has a substantial financial interest.
Neither during nor at the end of the financial year was the Company or any of its related corporations a party to any arrangement
whose object was to enable the Directors to acquire benefits through the acquisition of shares in, or debentures of, the Company or
any other body corporate.

32 Utusan Melayu (Malaysia) Berhad

Directors

REPORT

for the year ended 31 December 1999

OTHER STATUTORY INFORMATION


Before the accounts of the Group and of the Company were made out, the Directors took reasonable steps:(a)

to ascertain the action taken in relation to the writing off of bad debts and the making of provision for doubtful debts and
have satisfied themselves that all known bad debts had been written off and that adequate provision had been made for doubtful
debts; and

(b)

to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business have been
written down to their estimated realisable values.

At the date of this report, the Directors are not aware of any circumstances:(a)

which would render the amounts written off or provided for bad and doubtful debts of the Group and of the Company
inadequate to any material extent or the values attributed to current assets of the Group and of the Company misleading; and

(b)

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.

In the interval between the end of the financial year and the date of this report:(a)

no item, transaction or other event of a material and unusual nature has arisen which, in the opinion of the Directors, would
substantially affect the results of the operations of the Group and of the Company for the current financial year; and

(b)

no charge has arisen on the assets of any company in the Group which secure the liability of any other person nor has any
contingent liability arisen in any company in the Group.

No contingent 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 affect the ability of
the Company and its subsidiary companies to meet their obligations when they fall due.
At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in their report or the accounts
which would render any amount stated in the accounts misleading.

AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
On behalf of the Board of Directors

TAN SRI KAMARUL ARIFFIN MOHAMED YASSIN


Director

AZIZI MEOR NGAH


Director
Kuala Lumpur
23 March 2000

Utusan Melayu (Malaysia) Berhad 33

Report

OF THE AUDITORS TO THE MEMBERS

of Utusan Melayu (Malaysia) Berhad

We have audited the accounts set out on pages 35 to 65. These accounts are the responsibility of the Companys Directors.
Our responsibility is to express an opinion on these accounts based on our audit.
We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the accounts are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. An audit also includes assessing the
accounting principles used and significant estimates made by Directors, as well as evaluating the overall accounts presentation.
We believe that our audit provides a reasonable basis for our opinion.
In our opinion:(a)

the accounts give a true and fair view of the state of affairs of the Group and the Company as at 31 December 1999 and of the
results of the Group and the Company and cash flows of the Group for the financial year ended on that date in accordance with
the applicable approved accounting standards in Malaysia, and comply with the Companies Act, 1965; and

(b)

the accounting and other records and the registers required by the Act to be kept by the Company and the subsidiary companies
of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

We have considered the accounts and the auditors report of the subsidiary company of which we have not acted as auditors which
is indicated in note 15 to the accounts.
We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Companys accounts are in form
and content appropriate and proper for the purpose of the preparation of the consolidated accounts and we have received satisfactory
information and explanations required by us for those purposes.
The auditors reports on the accounts of the subsidiary companies were not subject to any qualification or any adverse comment made
under subsection (3) of Section 174 of the Act.

PRICEWATERHOUSECOOPERS
[AF: 1146]
Public Accountants

MOHD DARUIS ZAINUDDIN


[969/3/01(J/PH)]
Partner
Kuala Lumpur
23 March 2000

34 Utusan Melayu (Malaysia) Berhad

Consolidated

PROFIT AND LOSS ACCOUNT

for the year ended 31 December 1999

Note

1999
RM

1998
RM

Turnover

297,301,416

262,327,306

Operating profit/(loss) before taxation


Share of profits less losses of associated companies

12,253,387
731,509

(20,734,226)
2,186,340

12,984,896
315,726

(18,547,886)
(2,321,746)

Profit/(loss) after taxation but before minority interests


Minority interests

13,300,622
(249,916)

(20,869,632)
(117,078)

Profit/(loss) after taxation and minority interest


Unappropriated profits brought forward

13,050,706
47,184,519

(20,986,710)
68,371,229

60,235,225
(4,456,675)

47,384,519

55,778,550
(360,000)

47,384,519
(200,000)

55,418,550

47,184,519

47,817,210
3,634,802
3,966,538

40,552,690
2,462,389
4,169,440

55,418,550

47,184,519

Profit/(loss) before taxation


Taxation

Profit available for appropriation


Dividends

Transfer to capital reserve

Unappropriated profit carried forward

Retained by:The Company


Subsidiary companies
Associated companies

Earnings/(loss) per share

16.87 sen

(27.12 sen)

The above consolidated profit and loss account is to be read in conjunction with the notes to the accounts on pages 40 to 65.
Auditors Report Page 34.

Utusan Melayu (Malaysia) Berhad 35

Consolidated

BALANCE SHEET

Share capital
Reserves

as at 31 December 1999

Note

1999
RM

1998
RM

8
9

77,372,837
76,470,999

77,372,837
67,865,755

153,843,836
1,239,618

145,238,592
989,702

105,000,000
14,820,908
17,723,989
5,141,000
4,181,081

105,000,000
20,514,135
15,514,706
5,241,000
5,725,026

146,866,978

151,994,867

301,950,432

298,223,161

Minority interests
Long term liabilities
Revolving underwriting facility
Term loans
Retirement benefits
Deferred taxation
Lease and hire purchase creditors

10
11
12
13

Fixed assets
Associated companies
Investments

14
15
16

302,365,425
6,324,373
3,504,501

293,072,406
7,196,400
3,100,161

Current assets
Less:
Current liabilities

18

156,793,090

152,278,876

21

167,036,957

157,424,682

Net current liabilities

(10,243,867)
301,950,432

The above consolidated balance sheet is to be read in conjunction with the notes to the accounts on pages 40 to 65.
Auditors Report Page 34.

36 Utusan Melayu (Malaysia) Berhad

(5,145,806)
298,223,161

Profit

AND LOSS ACCOUNT

for the year ended 31 December 1999

Note

1999
RM

1998
RM

Turnover

205,662,768

188,504,472

Operating profit/(loss) before taxation

12,093,307

Taxation

(372,112)

(5,510,188)
(375,000)

Profit/(loss) after taxation

11,721,195

(5,885,188)

Unappropriated profits brought forward

40,552,690

46,437,878

Unappropriated profit carried forward

52,273,885

40,552,690

Dividends
Unappropriated profits carried forward

(4,456,675)
47,817,210

40,552,690

The above profit and loss account is to be read in conjunction with the notes to the accounts on pages 40 to 65.
Auditors Report Page 34.

Utusan Melayu (Malaysia) Berhad 37

Balance

SHEET

as at 31 December 1999

Share capital
Reserves

Long term liabilities


Revolving underwriting facility
Term loans
Retirement benefits
Deferred taxation
Lease and hire purchase creditors

Note

1999
RM

1998
RM

8
9

77,372,837
66,387,817

77,372,837
59,123,297

143,760,654

136,496,134

105,000,000
9,732,202
14,494,143
3,986,000
544,543

105,000,000
14,580,810
12,972,301
3,986,000
434,308

133,756,888

136,973,419

277,517,542

273,469,553

10
11
12
13

Fixed assets
Subsidiary companies
Associated companies
Investments

14
15
16
17

242,018,802
85,460,044
1,117,836
213,939

227,741,965
73,286,786
1,125,761
259,599

Current assets
Less:
Current liabilities

18

50,695,258

63,732,559

21

101,988,337

92,677,117

(51,293,079)

(28,944,558)

277,517,542

273,469,553

Net current liabilities

The above balance sheet is to be read in conjunction with the notes to the accounts on pages 40 to 65.
Auditors Report Page 34.

38 Utusan Melayu (Malaysia) Berhad

Consolidated

CASH FLOW STATEMENT

for the year ended 31 December 1999

1999
RM

1998
RM

290,097,509
(219,512,806)

263,075,617
(248,931,395)

70,584,703
(11,401,334)
(5,136,393)

14,144,222
(14,989,945)
(2,593,820)

54,046,976

(3,439,543)

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES


Purchase of fixed assets
Purchase of investments
Acquisition of a subsidiary company, net of cash acquired (note 24)
Net dividends received from associated companies
Proceeds from disposal of fixed assets
Interest received
Dividends received

(33,552,354)
(450,000)
(389,845)
955,586
1,139,737
447,959
1,770

(47,279,917)

2,024,329
1,425,945
270,701

Net cash used in investing activities

(31,847,147)

(43,558,942)

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES


Proceeds from revolving underwriting facility
Repayment of short term borrowings
Repayment of hire purchase facilities
Repayment of term loans
Dividends paid to the shareholders of the Company

(12,315,654)
(1,692,798)
(4,879,070)

105,000,000
(68,563,301)
(3,096,390)
(3,994,118)
(3,899,591)

Net cash (used in)/from financing activities


Effects of the exchange rate changes on cash and cash equivalents

(18,887,522)
(496)

25,446,600
3,289

Net increase/(decrease) in cash and cash equivalents during the financial year
Cash and cash equivalents at beginning of the financial year

3,311,811
5,138,627

(21,548,596)
26,687,223

Cash and cash equivalents at end of the financial year

8,450,438

5,138,627

12,331,994
13,732,258
(17,613,814)

11,626,914
7,412,883
(13,901,170)

8,450,438

5,138,627

CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES


Cash receipts from customers
Cash paid to suppliers, employees and for operating expenses
Cash generated from operations
Interest paid
Income tax paid
Net cash from/(used in) operating activities

Cash and cash equivalents comprise the following:Fixed deposits with licensed banks
Cash and bank balances
Bank overdrafts

The above consolidated cash flow statement is to be read in conjunction with the notes to the accounts on pages 40 to 65.
Auditors report Page 34.

Utusan Melayu (Malaysia) Berhad 39

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

1. BASIS OF PREPARATION OF THE ACCOUNTS


The accounts of the Group and of the Company have been prepared in accordance with the applicable approved Accounting
Standards in Malaysia and the provisions of the Companies Act, 1965.

2. SIGNIFICANT ACCOUNTING POLICIES


All significant accounting policies set out below are consistent with those applied in the previous financial year.
Accounting convention
The accounts are prepared under the historical cost convention, modified by the revaluation of land, buildings and plant and
machinery.
Basis of consolidation
The consolidated profit and loss account and balance sheet include the accounts of the Company and all its subsidiary companies
made up to the end of the financial year. The results of subsidiary companies acquired or disposed of during the financial year
are included in the consolidated profit and loss account from the date of their acquisition or up to the date of disposal. Intercompany transactions are eliminated on consolidation and the consolidated accounts reflect external transactions only.
The excess of the purchase price over the fair value of net assets of subsidiary companies at the date of acquisition is recognised
as goodwill on consolidation and is written off in the year of acquisition.
Associated companies
The Group treats as associated companies those companies in which a long term equity interest of between 20 and 50 percent
is held and where it exercises significant influence through management participation.
The Groups share of profits less losses of associated companies is included in the consolidated profit and loss account and the
Groups share of post-acquisition retained profits and reserves is added to the cost of investments in the consolidated balance
sheet. These amounts are taken from the latest audited accounts of the associated companies with the same financial year end
as the Group and where the financial year ends are not coterminous, the amounts are taken from the latest available
management accounts.
Investments
Investments in quoted and unquoted shares held as long term investments are stated at cost unless there has been a permanent
diminution in value, in which case, a provision is made. Income from these investments is included in the profit and loss
account on a receipt basis.
Currency translations
Transactions in foreign currencies are translated to Ringgit Malaysia at exchange rates ruling at the transaction dates or
at contracted rates, where applicable. At balance sheet date, monetary assets and liabilities resulting from foreign currency
transactions are translated into Ringgit Malaysia at exchange rates ruling at the date or at contracted rates, where applicable.
Exchange gain and losses are dealt with through the profit and loss account.
The accounts of the foreign subsidiary company are translated into Ringgit Malaysia at the rates of exchange ruling at the
balance sheet date. Exchange differences arising on the translation are included in the exchange fluctuation reserve account.

40 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.)


Fixed assets and depreciation
Freehold land is stated at cost. All other fixed assets are stated at cost or valuation less accumulated depreciation. Freehold land
and capital work-in-progress are not depreciated. Leasehold land is amortised over the period of the lease. Depreciation of other
fixed assets is calculated so as to write off the cost or valuation on a straight line basis over the expected useful lives of the
assets concerned. The annual rates are:Buildings
Plant and machinery
Motor vehicles
Office equipment, furniture and fittings
Renovations
Billboards
Light box display

2% or amortised over lease period whichever is higher


7.5%
20%
20% 33.3%
10%
16.7% 100%
10% or over contracted period whichever is higher

Certain assets of the Company have not been revalued since the last valuation. The Directors have applied the transitional
provisions of International Accounting Standards No. 16 (Revised) Property, Plant and Equipment, adopted by Malaysian
Accounting Standards Board which allow these assets to be stated at their last revalued amounts less depreciation.
Stocks
Stocks are stated at the lower of cost and net realisable value, after adequate provision has been made for all obsolete or slow
moving stocks. Cost is determined on a first-in, first-out basis and includes all direct expenditure and production overheads.
Debtors
Known bad debts are written off and specific provision is made for any considered to be doubtful of collection.
Retirement benefits
Provision for retirement benefits is made against the profit and loss account of each year so as to provide for the total accrued
liability at year end and is calculated based on actuarial valuation.
Deferred taxation
Provision is made, by the liability method, for taxation deferred in respect of all timing differences except where it is thought
reasonably probable that the tax effects of such deferrals will continue in the foreseeable future.
Capitalisation of borrowing costs
Interest costs incidental to the construction of fixed assets are capitalised as part of the cost of the assets during the construction
period. Capitalisation of interest costs will cease when assets are ready for their intended use.
Cash and cash equivalents
Cash comprise cash on hand, bank balances and demand deposits. Cash equivalents are short term, highly liquid investment
that are readily convertible to known amount of cash and which are subject to an insignificant risk of changes in value.

Utusan Melayu (Malaysia) Berhad 41

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

3. PRINCIPAL ACTIVITIES AND TURNOVER


The principal activities of the Company during the financial year are to carry out the business of publication, printing and
distribution of newspapers, magazines and books. The principal activities of the subsidiary companies during the financial year
are set out in note 15 to the accounts. There have been no significant changes in the nature of these activities during the
financial year.
Turnover of the Group and of the Company represents advertising income, commission income and sales at invoiced value after
discounts, sales tax and returns and is made up of the following:The Group

Publishing and distribution


Printing
Advertisements
Investment holding and management services
Information technology and multimedia

The Company
1999
1998
RM
RM

1999
RM

1998
RM

149,971,530
8,596,173
125,470,215
1,396,787
11,866,711

144,147,529
7,384,115
104,674,856
1,039,580
5,081,226

134,585,143

71,077,625

129,839,770

58,664,702

297,301,416

262,327,306

205,662,768

188,504,472

4. OPERATING PROFIT/(LOSS) BEFORE TAXATION


The Group

Operating profit/(loss) before taxation


is stated after charging:Directors remuneration:
Fees
Directors of the Company
Directors of subsidiary companies
Other emoluments
Directors of the Company
Directors of subsidiary companies
Depreciation of fixed assets
Rental of premises

42 Utusan Melayu (Malaysia) Berhad

1999
RM

1998
RM

The Company
1999
1998
RM
RM

444,205
143,643

150,000
90,000

444,205

150,000

898,892
241,325
24,699,095
1,966,701

846,451
261,900
22,465,100
1,886,252

1,015,344

12,986,358
1,074,474

846,451

11,840,329
1,861,061

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

4. OPERATING PROFIT/(LOSS) BEFORE TAXATION (CONTD.)


The Group
1999
RM
Operating profit/(loss) before taxation
is stated after charging:Interest expense
Revolving underwriting facility
Term loans
Hire purchase
Overdraft
Others
Auditors remuneration
Retirement benefits
Provision for doubtful debts
Provision for diminution in value of investments
Provision for diminution in value of investment
in subsidiary companies
Provision for amount owing by subsidiary companies
Goodwill on consolidation written off
Loss on sale of fixed assets

and crediting:Dividends received (gross) from quoted investments


Dividends received (gross) from associated companies
Dividends received (gross) from
subsidiary companies (unquoted)
Gain on disposal of fixed assets
Interest income from fixed deposits
Interest income from subsidiary companies
Rental of premises

Directors money value of benefits-in-kind

1998
RM

The Company
1999
1998
RM
RM

7,308,054
424,661
653,429
1,257,595
1,757,595
181,620
3,568,152
2,659,557
45,660

5,417,700
1,118,022
687,756
1,148,327
4,272,321
163,375
3,642,871
9,507,780

7,308,054
101,151
157,840
362,972
1,388,225
50,000
2,554,803
1,526,333
45,660

5,417,700
180,634
154,347
456,641
3,621,612
50,000
3,099,005
4,983,823

623,433
29,374

66,938

260,000
2,886,969

728,501

6,670

5,173

1,770
1,327,200

2,041
370,800

426,921
447,959

1,397,856

31,000
1,425,945

1,043,738

360,921
13,931
1,854,131
993,458

159,600
31,000
121,300
1,543,733
753,088

237,374

204,000

228,374

96,000

Utusan Melayu (Malaysia) Berhad 43

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

5. TAXATION
The Group
1999
RM
Taxation based on the result for the year:Malaysian income tax
Transfer from deferred taxation

Under/(over) provision in prior years:Income tax


Deferred taxation

Share of associated companies taxation

1998
RM

The Company
1999
1998
RM
RM

(101,000)

1,744,526
(25,000)

372,112

375,000

(101,000)

1,719,526

372,112

375,000

(83,553)

(140,220)
83,000

(83,553)

(57,220)

(184,553)
(131,173)

1,662,306
659,440

372,112

375,000

(315,726)

2,321,746

372,112

375,000

(a)

The taxation charge for the Company for the financial year is in respect of dividend income.

(b)

No provision has been made for Malaysian income tax in respect of business income earned by the Company for the
financial year ended 31 December 1999 pursuant to Section 8 of the Income Tax (Amendment) Act 1999.

(c)

The Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank the payment of dividends
out of all its distributable reserves as at 31 December 1999.

(d)

Pursuant to the requirements to subsection 365(1A) of the Companies Act, 1965, the future distribution of dividends
out of the Companys unappropriated profit may only be declared for a financial year up to an amount not exceeding
the after-tax profit of that financial year or not exceeding the average dividends declared in respect of the two financial
year immediately preceding that financial year, whichever is greater.

44 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

6. DIVIDENDS
1999
RM
Proposed final dividend of 8% (1998: Nil) less tax at 28%

1998
RM

4,456,675

7. EARNINGS/(LOSS) PER SHARE


The earnings/(loss) per share have been calculated based on the Groups profit after taxation and minority interests of
RM13,050,706 (1998: loss of RM20,986,710) and on the number of ordinary shares in issue during the year of 77,372,837
(1998: 77,372,837).

8.

SHARE CAPITAL
The Group and The Company
1999
1998
RM
RM
Ordinary shares of RM1.00 each:Authorised

Issued and fully paid

150,000,000

150,000,000

77,372,837

77,372,837

9. RESERVES
The Group
1999
RM
Non-distributable reserves:Share premium
Revaluation reserve
Exchange fluctuation reserve
Other reserves

The Company
1999
1998
RM
RM

1998
RM

13,422,612
5,380,919
(43,357)
1,664,800

13,422,612
5,380,919
(54,570)
1,304,800

13,422,612
5,147,995

13,422,612
5,147,995

20,424,974

20,053,761

18,570,607

18,570,607

Utusan Melayu (Malaysia) Berhad 45

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

9. RESERVES (CONTD.)
The Group

The Company
1999
1998
RM
RM

1999
RM

1998
RM

Distributable reserves:Revaluation surplus in respect of fixed assets


which have been disposed off
Unappropriated profit

627,475
55,418,550

627,475
47,184,519

47,817,210

40,552,690

Total distributable reserves

56,046,025

47,811,994

47,817,210

40,552,690

76,470,999

67,865,755

66,387,817

59,123,297

560,000
360,000

360,000
200,000

At 31 December

920,000

560,000

Capitalisation of revenue reserve arising


from bonus issue by a subsidiary company

744,800

744,800

1,664,800

1,304,800

Other reserves comprise:(i)


Capitalisation of revenue reserve
in associated companies
At 1 January
Transfer from profit and loss account

(ii)

10. REVOLVING UNDERWRITING FACILITY (RUF)


The Revolving underwriting facility (RUF) up to a limit of RM110,000,000 is obtained from a consortium of bankers and is
available for a period of 5 years expiring in April 2003. The RUF is secured by way of fixed charges on certain land and
building and plant and machinery of the Company and carries interest at rates which ranged from 4.00% to 12.5%
(1998: 7.75% to 12.5%) per annum.

11. TERM LOANS


The Group
Note

Term loans
Less:
Repayable within 12 months
Repayable after 12 months

46 Utusan Melayu (Malaysia) Berhad

22

The Company
1999
1998
RM
RM

1999
RM

1998
RM

24,754,361

29,633,431

14,580,810

19,429,418

(9,933,453)

(9,119,296)

(4,848,608)

(4,848,608)

14,820,908

20,514,135

9,732,202

14,580,810

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

11. TERM LOANS (CONTD.)


The Group
Note

Repayments due in:1999


2000
2001
2002
2003
2004 onwards

1999
RM

The Company
1999
1998
RM
RM

1998
RM

9,933,453
6,253,460
6,253,460
1,366,633
947,355

9,119,296
7,312,403
5,820,667
5,799,645
1,581,420

4,848,608
4,848,608
4,848,608
34,986

4,848,608
4,848,608
4,848,608
4,848,608
34,986

24,754,361

29,633,431

14,580,810

19,429,418

The term loans are secured by fixed charges on the assets of the Group and carried interest at rates which ranged from
7.00% to 10.55% (1998: 7.0% to 13.50%) per annum for the financial year.

12. DEFERRED TAXATION


The Group
1999
RM

The Company
1999
1998
RM
RM

1998
RM

At 1 January
Arising from acquisition from a subsidiary company
Transfer (to)/from profit and loss account

5,241,000
1,000
(101,000)

5,183,000

58,000

3,986,000

3,986,000

At 31 December

5,141,000

5,241,000

3,986,000

3,986,000

The tax effect of RM257,400 (1998: RM257,400) in respect of the surplus arising from revaluation of property of the Group
has not been provided for as there is no foreseeable intention to dispose of these properties.

13. LEASE AND HIRE PURCHASE CREDITORS


Amounts owing to lease and hire purchase creditors are made up as follows:The Group
Note
Lease and hire purchase creditors
Less: Repayable within 12 months
Repayable after 12 months

21

1999
RM

The Company
1999
1998
RM
RM

1998
RM

6,747,811
(2,566,730)

8,440,609
(2,715,583)

1,077,956
(533,413)

903,390
(469,082)

4,181,081

5,725,026

544,543

434,308

Utusan Melayu (Malaysia) Berhad 47

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

14. FIXED ASSETS

THE GROUP

Long term

Short term

Plant &

Freehold land

leasehold land

leasehold land

machinery and

& buildings

& buildings

& buildings

motor vehicles

RM

RM

RM

RM

9,777,026

93,118,559

11,262,244

138,213,461

440,000

7,925,000

5,802,700

9,279,850

10,217,026

101,043,559

17,064,944

147,493,311

53,820

1,340,067

38,498

Cost/valuation
At 1 January 1999
At cost
At valuation

Acquisition of subsidiary
Additions
Disposals/write off
At cost
At valuation
At 31 December 1999

(101,500)

6,214,671
(1,365,068)

9,830,846

94,357,126

11,300,742

143,063,064

440,000

7,925,000

5,802,700

9,279,850

10,270,846

102,282,126

17,103,442

152,342,914

801,118

5,342,840

5,337,070

53,457,463

96,303

1,890,200

552,557

10,910,776

Accumulated depreciation
At 1 January 1999
Acquisition of subsidiary
Charge for the year
Disposals/write off

(31,973)

(1,256,865)

Adjustments

(208,329)

(109,821)

At 31 December 1999

897,421

6,992,738

5,889,627

63,001,553

9,373,425

95,289,388

11,213,815

89,341,361

Net book value


as at 31 December 1999

48 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

Office

Capital

equipment,

Lightbox

work-in-

fixtures & fittings

Renovations

Billboards

display

progress

Total

RM

RM

RM

RM

RM

RM

38,780,230

2,167,783

9,890,097

41,094,538

48,211,687

392,515,625

30,979

26,395

23,504,924

38,780,230

2,167,783

9,921,076

41,120,933

48,211,687

416,020,549

117,770

2,700

120,470

198,754

1,185,339

2,731,855

12,162,568

33,552,354

9,626,782
(300,007)

(382,606)

(400)

(2,149,581)

48,224,775

1,986,631

11,075,436

43,825,993

60,374,255

424,038,868

30,979

26,395

23,504,924

48,224,775

1,986,631

11,106,415

43,852,388

60,374,255

447,543,792

27,480,764

659,384

7,997,375

21,872,129

122,948,143

37,170

2,700

39,870

5,216,248

198,272

644,499

5,190,240

24,699,095

(64)

(1,407,391)

(1,101,350)

31,835,193

857,656

8,641,874

27,062,305

145,178,367

16,389,582

1,128,975

2,464,541

16,790,083

60,374,255

302,365,425

(115,789)
(783,200)

(2,700)

Utusan Melayu (Malaysia) Berhad 49

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

14. FIXED ASSETS (CONTD.)


Long term

Short term

Plant &

Freehold land

leasehold land

leasehold land

machinery and

& buildings

& buildings

& buildings

motor vehicles

RM

RM

RM

RM

9,777,026

25,148,727

11,262,244

69,569,610

440,000

7,925,000

5,802,700

9,279,850

10,217,026

33,073,727

17,064,944

78,849,460

Additions

11,270,198

Disposals

(2,703,818)

Reclassification

67,969,832

60,077,471

9,777,026

93,118,559

11,262,244

138,213,461

440,000

7,925,000

5,802,700

9,279,850

10,217,026

101,043,559

17,064,944

147,493,311

THE GROUP

Cost/valuation
At 1 January 1998
At cost
At valuation

At cost
At valuation
At 31 December 1998

Accumulated depreciation
At 1 January 1998

705,354

4,140,833

4,770,886

46,540,128

Charge for the year

95,764

1,202,007

566,184

8,393,062

801,118

5,342,840

5,337,070

53,457,463

9,415,908

95,700,719

11,727,874

94,035,848

Disposals
At 31 December 1998

(1,475,727)

Net book value


as at 31 December 1998

50 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

Office

Capital

equipment,

Lightbox

work-in-

fixtures & fittings

Renovations

Billboards

display

progress

Total

RM

RM

RM

RM

RM

RM

35,146,596

859,632

9,364,877

32,265,108

147,723,036

341,116,856

30,979

26,395

23,504,924

35,146,596

859,632

9,395,856

32,291,503

147,723,036

364,621,780

4,133,693

27,646

525,220

8,836,030

30,921,449

55,714,236

(1,409,549)

909,490

1,280,505

38,780,230

2,167,783

9,890,097

41,094,538

48,211,687

392,515,625

30,979

26,395

23,504,924

38,780,230

2,167,783

9,921,076

41,120,933

48,211,687

416,020,549

21,626,419

353,565

7,369,037

17,232,021

102,738,243

6,633,488

305,819

628,338

4,640,438

22,465,100

(2,255,200)

27,480,764

659,384

7,997,375

21,872,129

122,948,143

11,299,466

1,508,399

1,923,701

19,248,804

48,211,687

293,072,406

(779,143)

(6,600)

(330)

(195,500)
(130,237,298)

(4,315,467)

Utusan Melayu (Malaysia) Berhad 51

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

14. FIXED ASSETS (CONTD.)


Long term

Short term

Freehold land

leasehold land

leasehold land

& buildings

& buildings

& buildings

RM

RM

RM

4,997,286

82,875,307

3,866,775

440,000

7,925,000

5,802,700

5,437,286

90,800,307

9,669,475

Additions

1,324,372

Disposals

THE COMPANY

Cost/valuation
At 1 January 1999
At cost
At valuation

At cost

(101,500)

4,997,286

84,098,179

3,866,775

440,000

7,925,000

5,802,700

5,437,286

92,023,179

9,669,475

At 1 January 1999

701,327

4,316,257

2,609,686

Charge for the year

83,908

1,685,026

323,126

At valuation
At 31 December 1999

Accumulated depreciation

Disposals
At 31 December 1999

(31,973)

785,235

5,969,310

2,932,812

4,652,051

86,053,869

6,736,663

Net book value


as at 31 December 1999

52 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

Plant &

Office

Capital

machinery and

equipment,

work-in-

motor vehicles

fixtures & fittings

Renovations

progress

Total

RM

RM

RM

RM

RM

99,674,480

20,940,423

1,280,505

48,211,687

261,846,463

8,204,000

22,371,700

107,878,480

20,940,423

1,280,505

48,211,687

284,218,163

5,836,456

8,159,770

12,162,568

27,483,166

(473,768)

(167,579)

(742,847)

105,037,168

28,932,614

1,280,505

60,374,255

288,586,782

8,204,000

22,371,700

113,241,168

28,932,614

1,280,505

60,374,255

310,958,482

34,217,470

14,513,502

117,956

56,476,198

7,909,160

2,985,138

12,986,358

(426,487)

(64,416)

(522,876)

41,700,143

17,434,224

117,956

68,939,680

71,541,025

11,498,390

1,162,549

60,374,255

242,018,802

Utusan Melayu (Malaysia) Berhad 53

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

14. FIXED ASSETS (CONTD.)


Long term

Short term

Freehold land

leasehold land

leasehold land

& buildings

& buildings

& buildings

RM

RM

RM

4,997,286

14,905,475

3,866,775

440,000

7,925,000

5,802,700

5,437,286

22,830,475

9,669,475

Additions

Disposals

Reclassification

67,969,832

4,997,286

82,875,307

3,866,775

440,000

7,925,000

5,802,700

5,437,286

90,800,307

9,669,475

At 1 January 1998

617,419

3,319,273

2,404,516

Charge for the year

83,908

996,984

205,170

701,327

4,316,257

2,609,686

4,735,959

86,484,050

7,059,789

THE COMPANY

Cost/valuation
At 1 January 1998
At cost
At valuation

At cost
At valuation
At 31 December 1998
Accumulated depreciation

Disposals
At 31 December 1998

Net book value


as at 31 December 1998

54 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

Plant &

Office

Capital

machinery and

equipment,

work-in-

motor vehicles

fixtures & fittings

Renovations

progress

Total

RM

RM

RM

RM

RM

36,565,895

17,819,636

147,537,536

225,692,603

8,204,000

22,371,700

44,769,895

17,819,636

147,537,536

248,064,303

3,135,170

3,107,834

30,911,449

37,154,453

(104,056)

(896,537)

(1,000,593)

60,077,471

909,490

1,280,505

(130,237,298)

99,674,480

20,940,423

1,280,505

48,211,687

261,846,463

8,204,000

22,371,700

107,878,480

20,940,423

1,280,505

48,211,687

284,218,163

28,251,354

10,640,822

45,233,384

6,070,072

4,366,239

117,956

11,840,329

(103,956)

(493,559)

(597,515)

34,217,470

14,513,502

117,956

56,476,198

73,661,010

6,426,921

1,162,549

48,211,687

227,741,965

Utusan Melayu (Malaysia) Berhad 55

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

14. FIXED ASSETS (CONTD.)


ASSETS ACQUIRED UNDER FINANCE LEASE AND HIRE-PURCHASE AGREEMENTS
The value of fixed assets of the Group and the Company includes the following assets acquired under finance lease and
hire-purchase agreements:-

Cost
RM

Accumulated
depreciation
RM

Net book
value
RM

The Group
1999
Plant and machinery and motor vehicles
Office equipment, furniture and fittings

10,573,051
3,650,012

2,887,800
3,108,413

7,685,251
541,599

1998
Plant and machinery and motor vehicles
Office equipment, furniture and fittings

10,590,469
4,706,356

2,272,265
2,979,538

8,318,204
1,726,818

The Company
1999
Plant and machinery and motor vehicles
Office equipment, furniture and fittings

1,599,854
1,417,718

733,966
1,077,573

865,888
340,145

1998
Plant and machinery and motor vehicles
Office equipment, furniture and fittings

1,210,841
1,004,782

470,548
797,324

740,293
207,458

(a)

The long term leasehold land has unexpired period of more than 50 years.

(b)

The land and buildings and plant and machinery stated at valuation were revalued on 22 July 1986 by the Directors
based on professional valuation carried out by an independent firm of valuers on the fair market value basis for land and
buildings and on replacement cost basis for plant and machinery.

(c)

Included in capital work-in-progress of the Group and the Company is interest costs capitalised during the year of
RM1,369,223 (1998: RM2,345,819).

(d)

Certain fixed assets of the Group and the Company have been pledged for the term loans and revolving underwriting
facility obtained.

56 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

14. FIXED ASSETS (CONTD.)


ASSETS ACQUIRED UNDER FINANCE LEASE AND HIRE-PURCHASE AGREEMENTS (CONTD.)
(e) The net book values of revalued fixed assets of the Group and the Company that would have been included in the
accounts had these assets been carried at cost less depreciation are as follows:The Group
1999
RM
Freehold land and buildings
Long term leasehold land and buildings
Short term leasehold land and buildings

242,682
3,804,514
3,420,391

1998
RM
250,772
3,994,739
3,534,404

The Company
1999
1998
RM
RM
242,682
3,804,514
3,420,391

250,772
3,994,739
3,534,404

15. SUBSIDIARY COMPANIES


The Company
1999
1998
RM
RM
Unquoted shares, at cost
Less: Provision for diminution in value

Add: Amount owing by subsidiary companies


Less: Amount owing to subsidiary companies

29,182,298
(1,772,286)

28,642,298
(1,512,286)

27,410,012
76,219,728
(18,169,696)

27,130,012
65,875,766
(19,718,992)

85,460,044

73,286,786

Utusan Melayu (Malaysia) Berhad 57

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

15. SUBSIDIARY COMPANIES (CONTD.)


The subsidiary companies are:Name of company

Utusan Publications
and Distributors Sdn Bhd
USP Techno Printer Sdn Bhd
(formerly known as
Utusan Security Printers Sdn Bhd)
Juasa Holdings Sdn Bhd
Utusan Printcorp Sdn Bhd
Utusan Melayu (Singapura)
Private Limited*
(Incorporated in Singapore)
Utusan Teknologi Maklumat Sdn Bhd
UPD Sdn Bhd
Digital Conference Sdn Bhd
Utusan Multimedia Sdn Bhd
Utusan Digital Sdn Bhd
Forum Exposition Sdn Bhd
Net Space Learning Sdn Bhd
Utusan City Berhad
Advance Web Print Sdn Bhd
(formerly known as
Wawasan Bumicetak Sdn Bhd)
Utustar (Malaysia) Sdn Bhd
Net Space Production Sdn Bhd
(formerly known as
Recruit Publishing Sdn Bhd)
UPD Productions Sdn Bhd
Utusan Binders Sdn Bhd
Utusan Media Sales Sdn Bhd
KL Recorder Sdn Bhd
Utusan Audio Sdn Bhd
Utusan Sight & Sound Sdn Bhd
Advance Screen Sdn Bhd
Utusan Colourscan Sdn Bhd
Juasa Properties Sdn Bhd

Equity interest held


Directly
Through
by the
subsidiary
company
company
1999
1998
1999
1998
%
%
%
%
100
100

100
100

Publication and distribution of books


Printing of security documents

100
90

100
90

10

10

Investment holding
Commercial printing

100
70
81
100
100
100

100
70
81
100
100
100

19

19

70
100
100
100

100
100
100

Print advertising
Dormant
Outdoor advertising
Management of special events
Information technology and multimedia
Publication and distribution
of newspapers, magazines and books
Exhibition and exposition organiser
Information technology and multimedia
Dormant
Dormant

100
100

100
100

100
100
100
100
100
100
51
100
100

100
100
100
100
100
100
51
100
100

*Not Audited by PRICEWATERHOUSECOOPERS.

58 Utusan Melayu (Malaysia) Berhad

Principal activities

Dormant
Information technology
and multimedia activities
Advertising poster productions
Binding of books and publications
Print advertising
Dormant
Audio recording and production
Video production editing
Printing of silkscreen posters
Dormant
Dormant

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

15. SUBSIDIARY COMPANIES (CONTD.)


All the subsidiary companies, unless otherwise stated, are incorporated in Malaysia.
As at 31 December 1999, the Company has interests in certain subsidiary companies comprising total investment and advances
amounting to RM28,826,482. These subsidiaries have incurred substantial losses and are in capital deficit positions as at the
end of the financial year. It is the intention of the Company to restructure and rationalise the activities of these subsidiaries to
ensure that they are able to operate as going concern. In view of this, the Directors are of the opinion that the diminution in
value of the interest in these subsidiary companies is not permanent.

16. ASSOCIATED COMPANIES


The Group
1999
RM
Unquoted shares, at cost
Groups share of post-acquisition capital reserve
Groups share of post-acquisition profits less losses

Less:
Provision for diminution in value

2,144,799
920,000
3,966,538

2,394,799
560,000
4,169,440

1,699,999

1,949,999

7,031,337

7,124,239

1,699,999

1,949,999

(444,800)

Add:
Amount owing by associated companies
Less:
Amount owing to associated companies

The Company
1999
1998
RM
RM

1998
RM

(319,999)

(569,998)

6,586,537

7,124,239

1,380,000

1,380,001

244,598

570,999

244,598

244,598

(506,762)

(498,838)

(506,762)

(498,838)

6,324,373

7,196,400

1,117,836

1,125,761

The associated companies are:Name of company

Equity interest held


Directly
Through
by the
subsidiary
company
company
1999 1998 1999 1998
%
%
%
%

Financial
year end

Swan Malaysia Sdn Bhd


Utusan Transport Sdn Bhd
World Infonexus Sdn Bhd
Utusan PNMB On/line Sdn Bhd
Commercial Airtime Marketing Sdn Bhd

40
30

40

40
30
40
50
40

30
31
31
31
31

TEAM UPD Ltd (Incorporated in India)

50

50

31 March

Principal activities

June
December
December
December
March

Manufacturing of stationery
Transportation
News production
Information technology
Marketing of television
advertising airtime
Hiring of advertising sites

All the associated companies, unless otherwise stated, are incorporated in Malaysia.

Utusan Melayu (Malaysia) Berhad 59

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

17. INVESTMENTS
The Group

Quoted:
Shares in corporations, at cost
Unquoted:
Shares in corporations, at cost
Less: Provision for diminution in value

Market value of quoted investments

The Company
1999
1998
RM
RM

1999
RM

1998
RM

659,425

209,425

92,500

92,500

3,197,936
(352,860)

3,197,936
(307,200)

224,299
(102,860)

224,299
(57,200)

2,845,076

2,890,736

121,439

167,099

3,504,501

3,100,161

213,939

259,599

807,103

163,893

102,050

69,680

The Company
1999
1998
RM
RM

18. CURRENT ASSETS


The Group
Note

1999
RM

1998
RM

19

21,036,438

36,327,152

15,143,832

29,271,698

106,297,674
(25,751,549)

98,050,547
(25,542,248)

20,064,444
(5,929,672)

23,111,552
(4,403,339)

80,546,125

72,508,299

14,134,772

18,708,213

Other debtors and prepayments


Less: Provision for doubtful debts

29,312,484
(166,209)

24,569,837
(166,209)

17,715,200
(166,209)

13,263,791
(166,209)

Fixed deposits with financial institutions


Cash and bank balances

29,146,275
12,331,994
13,732,258

24,403,628
11,626,914
7,412,883

17,548,991

3,867,663

13,097,582

2,655,066

156,793,090

152,278,876

50,695,258

63,732,559

Stocks
Trade debtors
Less: Provision for doubtful debts

60 Utusan Melayu (Malaysia) Berhad

20

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

19. STOCKS
The Group

The Company
1999
1998
RM
RM

1999
RM

1998
RM

Stocks comprise:
Raw materials
Work-in-progress
Finished goods

18,170,068
393,801
4,029,660

32,357,990
704,079
4,774,334

15,754,003

29,870,869

Less: Provision for slow moving stocks

22,593,529
(1,557,091)

37,836,403
(1,509,251)

15,754,003
(610,171)

29,870,869
(599,171)

21,036,438

36,327,152

15,143,832

29,271,698

20. FIXED DEPOSITS WITH FINANCIAL INSTITUTIONS


The Group

Licenced banks
Licenced finance companies
Discount houses

The Company
1999
1998
RM
RM

1999
RM

1998
RM

507,729
1,813,904
10,010,361

392,930
457,282
10,776,702

12,331,994

11,626,914

Fixed deposits amounting to RM215,000 (1998: RM215,000) are pledged to licensed banks for banking facilities granted to
the Group.

Utusan Melayu (Malaysia) Berhad 61

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

21. CURRENT LIABILITIES


The Group
Note

Trade creditors
Other creditors and accrued liabilities
Amount owing to a director
Lease and hire purchase creditors
Short term borrowings
Billings in advance
Bank overdrafts
Taxation
Proposed dividend

13
22
23

The Company
1999
1998
RM
RM

1999
RM

1998
RM

28,675,613
54,779,321
136,568
2,566,730
48,276,108
9,692,360
17,613,814
839,768
4,456,675

26,960,379
39,360,091

2,715,583
59,777,605
8,649,140
13,901,170
6,060,714

4,116,854
39,345,862

533,413
42,123,608

10,725,878
686,047
4,456,675

3,567,005
25,491,990

469,082
54,631,608

4,436,485
4,080,947

167,036,957

157,424,682

101,988,337

92,677,117

22. SHORT TERM BORROWINGS


Short term borrowings comprise the following:The Group
Note

Bankers acceptance
Revolving credits
Current portion of term loans
Trust receipts

11

The Company
1999
1998
RM
RM

1999
RM

1998
RM

17,075,000
20,200,000
9,933,453
1,067,655

30,883,000
18,900,000
9,119,296
875,309

17,075,000
20,200,000
4,848,608

30,883,000
18,900,000
4,848,608

48,276,108

59,777,605

42,123,608

54,631,608

(a)

Bankers acceptance are unsecured and the interest rates for the financial year ranged from 3.2% to 10.25% (1998: 6.3%
to 14.4%) per annum.

(b)

Revolving credits are unsecured and the interest rates for the financial year ranged from 5% to 14.85% (1998: 9.25% to
18.25%) per annum.

(c)

Trust receipts for one of the subsidiary companies are guaranteed by two of the Directors of that subsidiary company.
Interest rates for the trust receipts for the financial year ranged from 7% to 10.35% (1998: 10.55% to 11%) per annum.

62 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

23. OVERDRAFTS
The bank overdrafts are unsecured and interest rates for the financial year ranged from 7.8% to 10.25% (1998: 8.8% to 14.05%)
per annum.

24. ACQUISITION OF A SUBSIDIARY COMPANY


During the financial year the Group acquired a subsidiary company, Forum Exposition Sdn Bhd. The fair value of the assets
and liabilities assumed are as follows:RM
Net assets acquired:
Fixed assets
Investment
Work-in-progress
Debtors
Cash and bank balances
Creditors

80,600
1,600
123,375
342,180
150,155
(781,343)
(83,433)
623,433

Goodwill
Total acquisition cost
Less: cash and bank balances

540,000
(150,155)

Cash flow on acquisition, net of cash acquired

389,845

25. SIGNIFICANT INTER-COMPANY TRANSACTIONS


The following transactions were carried out with subsidiary companies based on negotiated term and conditions:The Company
1999
1998
RM
RM
Purchases from subsidiary companies
Commission received from subsidiary companies
Interest income from subsidiary companies
Rental income from subsidiary companies
Rental charged by subsidiary companies
Advertising commission paid to subsidiary companies

10,454,995
879,592
1,854,131
489,942
431,943
5,657,356

9,140,438
1,038,064
1,543,733
347,538
328,376
7,442,018

Utusan Melayu (Malaysia) Berhad 63

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

26. CONTINGENT LIABILITIES


The Company has given corporate guarantees to financial institutions amounting to RM50,914,000 (1998: RM88,245,000)
for banking facilities extended to subsidiary companies.
Several libel suits have been filed against the Company of which the outcome and compensation, if any, are not determinable
at this juncture. The Directors are of the opinion that the claims are not merited and will not materialise.

27. CAPITAL COMMITMENTS


The Group

Approved and contracted for

Approved but not contracted for

The Company
1999
1998
RM
RM

1999
RM

1998
RM

105,325,772

224,539,800

101,858,098

195,632,080

37,753,306

106,229,554

37,753,306

64,018,004

Turnover
RM

Profit/(loss)
before
taxation
RM

Assets
employed
RM

28. SEGMENTAL ANALYSIS BY ACTIVITIES

1999
Publishing and distribution
Printing
Advertisements
Investment holding and management services
Information technology and multimedia

149,971,530
20,181,002
127,011,750
1,396,787
12,209,788

7,383,253
(2,318,596)
8,792,559
1,399,139
(2,375,504)

243,484,788
32,487,883
217,712,133
106,527,991
7,538,078

Consolidation adjustments

310,770,857
(13,469,441)

12,880,851
(627,464)

607,750,873
(138,763,485)

297,301,416

12,253,387

468,987,388

Share of results of associated companies

731,509
12,984,896

64 Utusan Melayu (Malaysia) Berhad

Notes

TO THE ACCOUNTS

for the year ended 31 December 1999

28. SEGMENTAL ANALYSIS BY ACTIVITIES (CONTD.)


Profit/(loss)
before
taxation
RM

Turnover
RM

Assets
employed
RM

1998
Publishing and distribution
Printing
Advertisements
Investment holding and management services
Information technology and multimedia

144,724,984
17,036,710
106,330,655
1,039,580
5,081,226

(7,496,786)
(5,027,211)
(6,658,868)
2,033,796
(2,423,018)

228,025,562
33,265,837
187,585,748
112,046,481
4,408,108

Consolidation adjustments

274,213,155
(11,885,849)

(19,572,087)
(1,162,139)

565,331,736
(109,683,893)

262,327,306

(20,734,226)

455,647,843

Share of results of associated companies

2,186,340
(18,547,886)

The Group currently operates mainly in Malaysia and accordingly no information on the Groups operations by geographical
segments has been provided.

29. EVENTS AFTER BALANCE SHEET DATE


Subsequent to the balance sheet date, the Company and one of the its subsidiaries entered into the following agreements:
20 January 2000

A support agreement with Fratelli Spada S.p.A, an Italian printing company, to increase its market base
and undertake printing and related jobs in the international market.

28 January 2000

A share purchase and subscription agreement for the sale of 25% stake in Utusan Multimedia Sdn Bhd
to Asia Online Services (M) Sdn Bhd for RM5.0 million.

3 February 2000

A strategic alliance agreement with British Council to market a course designed for secretaries of the
new millennium.

3 February 2000

A Memorandum of Understanding between, Net Space Learning Sdn Bhd, Net Space Production Sdn
Bhd and Sky Media Pte Ltd to localise an interactive education service under the name of
SKYTUTOR. The Agreement was eventually signed on 15 March 2000.

11 February 2000

A sale and purchase agreement with Felcra Berhad for the sale of Wangsa Maju Complex for RM59.0
million to Felcra Bhd.

21 March 2000

Management Buy Out of 70% of Utusan Sight and Sound Sdn Bhd and Utusan Audio Sdn Bhd to
streamline and enhance the performance of the Group.

Utusan Melayu (Malaysia) Berhad 65

Statement

BY THE DIRECTORS

pursuant to Section 169(15) of the Companies Act, 1965

We, TAN SRI KAMARUL ARIFFIN MOHAMED YASSIN and AZIZI MEOR NGAH, being two of the Directors of
UTUSAN MELAYU (MALAYSIA) BERHAD, state that, in the opinion of the Directors, the accounts set out on pages 35 to 65 are
drawn up so as to give a true and fair view of the state of affairs of the Group and of the Company as at 31 December 1999 and
of the results of the Group and of the Company and the cash flows of the Group for the financial year ended on that date in
accordance with the applicable approved accounting standards in Malaysia.
Signed at Kuala Lumpur on 23 March 2000
On behalf of the Board of Directors

TAN SRI KAMARUL ARIFFIN MOHAMED YASSIN


Director

AZIZI MEOR NGAH


Director

Statutory

DECL ARATION

I, KHAMARUL BAHARAIN SULAIMAN, being the officer primarily responsible for the financial management of
UTUSAN MELAYU (MALAYSIA) BERHAD, do solemnly and sincerely declare that, to the best of my knowledge and belief, the
accounts set out on pages 35 to 65 are 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.
KHAMARUL BAHARAIN SULAIMAN
Subscribed and solemnly declared at Kuala Lumpur on 23 March 2000
Before me,

Commissioner for Oaths

66 Utusan Melayu (Malaysia) Berhad

List

OF PROPERTIES

as at 31 December 1999

Land
Area
(sq. ft.)

Built-up
Area
(sq. ft.)

Tenure

Net Book
Value
(RM)

Location

Description

Existing Use

32, Argyll Road


Georgetown
Penang
(D/P: 28.8.1969)

Double Storey
Pre-war
Shophouse

Vacant

1,280

1,995

Leasehold
(26.9.2049)

178,000.00

34, Argyll Road


Georgetown
Penang
(D/P: 1.7.1976)

Double Storey
Pre-war
Shophouse

Utusans Office

1,280

1,995

Leasehold
(27.9.2049)

225,538.10

Lot 314,
Tingkat Perusahaan Tiga
Prai Industrial Estate
Penang
(D/P: 2.4.1982)

Utusans
Factory Building

Printing Plant

69,054

40,805

Leasehold
(1.4.2041)

Plot 6, Industrial Estate


Bagan Serai
Seberang Prai Tengah
Penang
(D/P: 10.10.1977)

Industrial
Land

Vacant

174,240

1, Jalan S.M.
IC/12 Bandar Baru
Sri Manjung
Sitiawan, Perak
(D/P: 12.12.1980)

Double Storey
Shophouse

Utusans Office

2,288

3270, Jalan Sungai Nibong


Teluk Intan, Perak
(D/P: 19.9.1984)

Double Storey
Shophouse

Vacant

208, Jalan Sultan Iskandar


Ipoh, Perak
(D/P: 8.9.1990)

Double Storey
Pre-war
Shophouse

76-C, Wisma Ali Long


Jalan Air Jerneh
Kuala Terengganu, Terengganu
(D/P: 25.9.1991)
Gong Badak Industrial Estate
Kuala Terengganu, Terengganu
(D/P: 28.3.1991)

3,123,921.57

Leasehold
(12.12.2035)

368,964.71

3,980

Leasehold
(1.8.2079)

102,300.00

1,760

2,932

Freehold

113,769.20

Utusans Office

1,740

2,720

Freehold

214,031.30

41 2 Storey
Shophouse

Utusans Office

1,832

Freehold

106,777.44

Factory Building

Printing Plant

130,684

22,000

Leasehold
(27.3.2051)

1,589,214.04

Utusan Melayu (Malaysia) Berhad 67

List

OF PROPERTIES

as at 31 December 1999

Land
Area
(sq. ft.)

Built-up
Area
(sq. ft.)

Tenure

Net Book
Value
(RM)

Location

Description

Existing Use

C-321, Jalan Tengku Ismail


Temerloh, Pahang
(D/P: 26.11.1984)

Double Storey
Shophouse

Ground Floor
Utusans Office

1,600

2,480

Leasehold
(29.3.2083)

182,000.00

18, Jalan Bukit Ubi


Kuantan, Pahang
(D/P: 28.7.1986)

Three Storey
Shophouse

Ground Floor
Utusans Office

2,000

4,900

Leasehold
(14.8.2068)

252,417.60

Jalan Haji Abd Aziz


Kuantan, Pahang
(D/P: 15.7.1981)

Vacant Land

Vacant

3,267

Leasehold
(17.9.2077)

126,060.61

5, Jalan Ragum
15/17, Shah Alam
Selangor
(D/P: 11.11.1987)

Warehouse

Utusans
Warehouse

85,412

15,000

Leasehold
(12.1.2086)

3,282,383.23

Lot 59 & 60
Bukit Beruntung
Industrial Park
Rawang, Selangor
(D/P: 23.8.1996)

Industrial
Land

Vacant
Land

174,000

Freehold

3,609,888.60

Lot 6, Industrial Estate


Section 10
Bandar Baru Bangi
Mukim Kajang
District of Hulu Langat
Selangor
(D/P: 20.12.1995)

Industrial
Land

Bangi Printing
Complex

683,260

Leasehold
(99 years)

68,351,318.11

Section 10, Wangsa Maju


Kuala Lumpur
(D/P: 13.7.1992)

Industrial
Land

Head Office
and Factory

625,397

Lot 23434
Leasehold
(24.2.2083)

8,464,026.35

Lot P.T. 4780


Leasehold
(7.8.2090)
Lot 351, Jalan Tiga
Off Jalan Chan Sow Lin
Kuala Lumpur
(D/P: 20.12.1979)

68 Utusan Melayu (Malaysia) Berhad

Factory and
Office
Building

Utusan Binders
Sdn Bhd
Printing Plant

47,244

28,601

Leasehold
(17.12.2009)

630,579.97

List

OF PROPERTIES

as at 31 December 1999

Land
Area
(sq. ft.)

Built-up
Area
(sq. ft.)

Tenure

Net Book
Value
(RM)

Location

Description

Existing Use

46-M, Jalan Lima


Off Jalan Chan Sow Lin
Kuala Lumpur
(D/P: 10.12.1959)

Factory
Building
and
Companys HQ

Companys HQ
and Printing
Plant

63,855

49,368

Lot 187
Leasehold
(2.6.2057)
Lot 268
Leasehold
(30.1.2062)

Jalan Enam
Off Jalan Chan Sow Lin
Kuala Lumpur
(D/P: 7.2.1991)

Factory
Building

Store

60,205

10,000

Lot 234 & 236


Leasehold
(23.5.2021)
Lot 238 & 240
Leasehold
(1.7.2016)
Lot 242 & 244
Leasehold
(1.6.2012)

951,613.72

36, Jalan Jelutong


Damansara Heights
Kuala Lumpur
(D/P: 3.9.1987)

Double Storey
Bungalow

Company
Directors
Residence

12,754

5,790

Freehold

392,378.39

Lot 272, Section 92


Kuala Lumpur
(D/P: 20.4.1963)

Vacant
Land

40,520

480,857.15

358, Taman Melaka Raya


Melaka
(D/P: 26.2.1982)

Three Storey
Shophouse

Utusans Office

1,400

4,160

Leasehold
(4.10.2082)

204,000.00

24, Jalan Serampang


Taman Pelangi
Johor Bahru, Johor
(D/P: 27.10.1980)

Three Storey
Shophouse

Utusans Office

1,920

5,358

Freehold

323,376.36

19, Jalan Mengkudu


Taman Makmur
Batu Pahat, Johor
(D/P: 2.10.1984)

Double Storey
Shophouse

Utusans Office

1,680

3,192

Freehold

214,661.46

17, Jalan Kukoh


Johor Bahru, Johor
(D/P: 7.10.1974)

Factory

Factory Rented Out


to Swan Malaysia
Sdn Bhd

115,434

39,200

Leasehold
(6.10.2034)

1,599,487.60

Jalan Firma 2/1


Tebrau Industrial Estate
Johor Bahru, Johor
(D/P: 3.4.1991)

Industrial
Building

Printing
Plant

170,311

21,410

Freehold

3,212,181.06

2,432,896.98

Utusan Melayu (Malaysia) Berhad 69

List

OF PROPERTIES

as at 31 December 1999

Location

Description

Existing Use

17, Hamilton Court


149 Maida Vale
London W9, U.K.
(D/P: 23.5.1994)

Directors and
Executives Holiday
Accommodation

Lot 438, Jalan Dua


Off Jalan Chan Sow Lin
Kuala Lumpur
(D/P: 6.1.1992)

Factory
Building

Lot 184, Jalan Lima


Off Jalan Chan Sow Lin
Kuala Lumpur
(D/P: 30.11.1977)

Land
Area
(sq. ft.)

Built-up
Area
(sq. ft.)

Tenure

800

Utusan Security
Printers Sdn Bhds
Office/Printing
Plant

38,761

23,361

Leasehold
(14.10.2016)

Factory
Building

Utusan Printcorp
Sdn Bhds
Office/Printing Plant

51,972

41,670

Leasehold
(27.9.2005)

11, Jalan 14/22


Petaling Jaya, Selangor
(D/P: 10.3.1992)

Five Storey
Shophouse
with Lifts

Utusan Media
Sales Sdn Bhds
Office

5,533

24,170

Leasehold
(16.12.2086)

3,774,729.10

11A, Jalan 14/22


Petaling Jaya, Selangor
(D/P: 23.10.1989)

Four Storey
Shophouse

Utusan Media
Sales Sdn Bhds
Office

1,539

5,830

Leasehold
(16.12.2086)

652,312.99

12, Jalan SS22/25


Damansara Jaya
Petaling Jaya, Selangor
(D/P: 28.9.1990)

Four Storey
Shophouse

UPD Sdn Bhds


Office

1,650

5,142

Freehold

531,676.86

14, Jalan SS22/25


Damansara Jaya
Petaling Jaya, Selangor
(D/P: 28.9.1990)

Four Storey
Shophouse

UPD Sdn Bhds


Office

1,650

5,142

Freehold

531,676.86

1&3, Jalan 3/91A


Taman Shamelin Perkasa
Cheras, Kuala Lumpur
(D/P: 13.1.1994)

31 2 Storey
Terrace Factory

Utusan Publication
& Distributors
Sdn Bhds Office

13,551.87

12,015

18, Jalan 6/91


Taman Shamelin Perkasa
Cheras, Kuala Lumpur
(D/P: 2.8.1990)

11 2 Storey
Terrace Factory

Office Magazine
Section

70 Utusan Melayu (Malaysia) Berhad

11,040

Freehold

Net Book
Value
(RM)
654,137.92

3,211,393.67

72,835.08

3,518,598.86

865,223.32

UTUSAN MELAYU (MALAYSIA) BERHAD


(7170-V)
(Incorporated in Malaysia)

PROXY FORM

I/We
of
being a member/members of Utusan Melayu (Malaysia) Berhad hereby appoint the Chairman of the Meeting or failing
him
of
as my/our proxy/proxies to vote on my/our behalf at the Thirty Second Annual General Meeting of the Company to
be held at Dewan Besar, Level 1, Bangunan Tabung Haji, 201, Jalan Tun Razak, 50400 Kuala Lumpur on Thursday,
20 April 2000 at 11.00 a.m. and at any adjournment thereof.
Ordinary Resolutions
1.

To adopt the audited accounts

2.

To declare first and final dividend

3.

To re-appoint Tan Sri Dato Seri Utama Abdul Samad Idris

For

Against

Abstain

To re-elect the Directors under Article 98:4.

Dato Hj Nasir Hj Mat Piah

5.

Tan Sri Kamarul Ariffin Mohamed Yassin

6.

Tan Sri Dato Abdullah Ahmad

7.

To approve Directors fees

8.

To appoint Auditors
Special Business As Ordinary Resolutions

9.

Acquisition and disposal of assets

10.

Issuance of new shares

Please indicate with a tick (X) in the appropriate spaces how you wish your votes to be cast. If you do not indicate how
you wish your proxy to vote on any Resolution, the proxy will vote as he thinks fit at his discretion or abstains from voting.

Signed this _____________________ day of __________ 2000.


Signature

Number of Shares

In the presence of: __________________

NOTE:
Appointment of Proxy
A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and to vote in his stead. A proxy need not be a member
of the Company. The instrument appointing a proxy must be deposited at the Registrars Office at 20th Floor, IGB Plaza, Jalan Kampar Off
Jalan Tun Razak, 50400 Kuala Lumpur not less than forty eight (48) hours before the time set for the meeting. Where the Proxy Form is executed
by a corporation, it must be either under its Common Seal or under the hand of an officer or attorney duly authorised.

STAMP

TENAGA KOPERAT SDN BHD


20th Floor, IGB Plaza
Jalan Kampar
Off Jalan Tun Razak
50400 Kuala Lumpur

Azizi Meor Ngah


36, Jalan Jelutong
Damansara Heights
50480 Kuala Lumpur
10 March 2000
The Board of Directors
Utusan Melayu (Malaysia) Berhad
46M, Jalan Lima
Off Jalan Chan Sow Lin
55200 Kuala Lumpur
Dear Sirs
CHANGE OF AUDITORS
Pursuant of Section 172(11) of the Companies Act, 1965, I, being a shareholder of the
Company, hereby give notice of my intention to nominate Messrs Arthur Andersen & Co for
appointment as Auditors of the Company and to propose the following as an ordinary resolution
to be tabled at the forthcoming Annual General Meeting of the Company, to replace the retiring
Auditors, Messrs PricewaterhouseCoopers.
That Messrs Arthur Andersen & Co be and are hereby appointed Auditors of the Company in
place of the retiring Auditor, Messrs PricewaterhouseCoopers to hold office until the conclusion
of the next Annual General Meeting at a remuneration to be determined by the Directors.
Yours faithfully

AZIZI MEOR NGAH

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