Beruflich Dokumente
Kultur Dokumente
7170 - V
19 9 9 A N N UA L R E P O RT
Contents
1
Management Team
30
Analysis Of Shareholdings
12
Audit Committee
31
Directors Report
Corporate Information
14
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
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.
Notice
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
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.
b.
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
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.
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
YB Senator Datuk
Zainuddin Maidin
Encik
Azizi Meor Ngah
YM Raja Ahmad
Aminollah Raja
Abdullah
YBhg Dato
Saad Hj Man
YB Datuk
Ruhanie Hj Ahmad
Senior
MANAGEMENT
Corporate
SERVICES
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
EVENT MANAGEMENT
Encik Shaharuman Shahadan
Executive Director, Forum Exposition Sdn Bhd
INVESTMENT HOLDINGS
Allan Clement George
Manager, Juasa Holdings Sdn Bhd
Audit
COMMITTEE
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.
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.
AUTHORITY
The Committee is authorised by the Board of Directors to: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.
Group
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
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
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)
(250)
(117)
(648)
13,051
(20,987)
41,138
5,836
2,483
77,373
77,373
77,373
77,373
77,373
53.2
7.5
(3.2)
7.0
6.0
5.0
16.9
(27.1)
8.0
Total Assets
Shareholders Fund
RM '000
RM '000
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
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)
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.
THE STAFF ARE ON PAR LEVEL TO COMPETENTLY HANDLE THE TECHNOLOGICALLY SOPHISTICATED
WOHLENBERG PERFECT BINDING LINE.
Chairmans
STATEMENT
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.
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.
UTILIZING
ON COURSE TO ACHIEVE
ISO 9000.
GEOMAN
PRINTING MACHINE AT
SRI UTUSAN,
Chairmans
STATEMENT
CD-ROMS TAP
SMART LEARNING
SERVICES.
Chairmans
STATEMENT
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.
KAMARUL ARIFFIN
MULTIMEDIA,
INTERACTIVE COMMUNICATIONS.
Corporate
CALENDAR
4 February 1999
9 June 1999
13 July 1999
22 July 1999
14 July 1999
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.
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
Analysis
OF SHAREHOLDINGS
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
No. of Shares
Percentage
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
Directors
REPORT
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
60,235,225
(4,456,675)
52,273,885
(4,456,675)
55,778,550
(360,000)
47,817,210
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)
4,456,675
Directors
REPORT
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
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.
Directors
REPORT
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
Report
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
Consolidated
Note
1999
RM
1998
RM
Turnover
297,301,416
262,327,306
12,253,387
731,509
(20,734,226)
2,186,340
12,984,896
315,726
(18,547,886)
(2,321,746)
13,300,622
(249,916)
(20,869,632)
(117,078)
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
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.
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
(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.
(5,145,806)
298,223,161
Profit
Note
1999
RM
1998
RM
Turnover
205,662,768
188,504,472
12,093,307
Taxation
(372,112)
(5,510,188)
(375,000)
11,721,195
(5,885,188)
40,552,690
46,437,878
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.
Balance
SHEET
as at 31 December 1999
Share capital
Reserves
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
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.
Consolidated
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)
(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
(31,847,147)
(43,558,942)
(12,315,654)
(1,692,798)
(4,879,070)
105,000,000
(68,563,301)
(3,096,390)
(3,994,118)
(3,899,591)
(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
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 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.
Notes
TO THE ACCOUNTS
Notes
TO THE ACCOUNTS
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.
Notes
TO THE ACCOUNTS
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
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
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
Notes
TO THE ACCOUNTS
5. TAXATION
The Group
1999
RM
Taxation based on the result for the year:Malaysian income tax
Transfer from deferred 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.
Notes
TO THE ACCOUNTS
6. DIVIDENDS
1999
RM
Proposed final dividend of 8% (1998: Nil) less tax at 28%
1998
RM
4,456,675
8.
SHARE CAPITAL
The Group and The Company
1999
1998
RM
RM
Ordinary shares of RM1.00 each:Authorised
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
Notes
TO THE ACCOUNTS
9. RESERVES (CONTD.)
The Group
The Company
1999
1998
RM
RM
1999
RM
1998
RM
627,475
55,418,550
627,475
47,184,519
47,817,210
40,552,690
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
744,800
744,800
1,664,800
1,304,800
(ii)
Term loans
Less:
Repayable within 12 months
Repayable after 12 months
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
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.
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.
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
Notes
TO THE ACCOUNTS
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
Notes
TO THE ACCOUNTS
Office
Capital
equipment,
Lightbox
work-in-
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)
Notes
TO THE ACCOUNTS
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
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)
Notes
TO THE ACCOUNTS
Office
Capital
equipment,
Lightbox
work-in-
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)
Notes
TO THE ACCOUNTS
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
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
Notes
TO THE ACCOUNTS
Plant &
Office
Capital
machinery and
equipment,
work-in-
motor vehicles
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
Notes
TO THE ACCOUNTS
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
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
Notes
TO THE ACCOUNTS
Plant &
Office
Capital
machinery and
equipment,
work-in-
motor vehicles
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
Notes
TO THE ACCOUNTS
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.
Notes
TO THE ACCOUNTS
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
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
Notes
TO THE ACCOUNTS
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
100
100
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
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
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
Financial
year end
40
30
40
40
30
40
50
40
30
31
31
31
31
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.
Notes
TO THE ACCOUNTS
17. INVESTMENTS
The Group
Quoted:
Shares in corporations, at cost
Unquoted:
Shares in corporations, at cost
Less: Provision for diminution in value
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
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
29,312,484
(166,209)
24,569,837
(166,209)
17,715,200
(166,209)
13,263,791
(166,209)
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
20
Notes
TO THE ACCOUNTS
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
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
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.
Notes
TO THE ACCOUNTS
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
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.
Notes
TO THE ACCOUNTS
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.
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)
389,845
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
Notes
TO THE ACCOUNTS
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
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
731,509
12,984,896
Notes
TO THE ACCOUNTS
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
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.
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.
Statement
BY THE DIRECTORS
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
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,
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
Double Storey
Pre-war
Shophouse
Vacant
1,280
1,995
Leasehold
(26.9.2049)
178,000.00
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)
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
Double Storey
Shophouse
Vacant
Double Storey
Pre-war
Shophouse
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
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
Double Storey
Shophouse
Ground Floor
Utusans Office
1,600
2,480
Leasehold
(29.3.2083)
182,000.00
Three Storey
Shophouse
Ground Floor
Utusans Office
2,000
4,900
Leasehold
(14.8.2068)
252,417.60
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
Industrial
Land
Bangi Printing
Complex
683,260
Leasehold
(99 years)
68,351,318.11
Industrial
Land
Head Office
and Factory
625,397
Lot 23434
Leasehold
(24.2.2083)
8,464,026.35
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
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
951,613.72
Double Storey
Bungalow
Company
Directors
Residence
12,754
5,790
Freehold
392,378.39
Vacant
Land
40,520
480,857.15
Three Storey
Shophouse
Utusans Office
1,400
4,160
Leasehold
(4.10.2082)
204,000.00
Three Storey
Shophouse
Utusans Office
1,920
5,358
Freehold
323,376.36
Double Storey
Shophouse
Utusans Office
1,680
3,192
Freehold
214,661.46
Factory
115,434
39,200
Leasehold
(6.10.2034)
1,599,487.60
Industrial
Building
Printing
Plant
170,311
21,410
Freehold
3,212,181.06
2,432,896.98
List
OF PROPERTIES
as at 31 December 1999
Location
Description
Existing Use
Directors and
Executives Holiday
Accommodation
Factory
Building
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)
Five Storey
Shophouse
with Lifts
Utusan Media
Sales Sdn Bhds
Office
5,533
24,170
Leasehold
(16.12.2086)
3,774,729.10
Four Storey
Shophouse
Utusan Media
Sales Sdn Bhds
Office
1,539
5,830
Leasehold
(16.12.2086)
652,312.99
Four Storey
Shophouse
1,650
5,142
Freehold
531,676.86
Four Storey
Shophouse
1,650
5,142
Freehold
531,676.86
31 2 Storey
Terrace Factory
Utusan Publication
& Distributors
Sdn Bhds Office
13,551.87
12,015
11 2 Storey
Terrace Factory
Office Magazine
Section
11,040
Freehold
Net Book
Value
(RM)
654,137.92
3,211,393.67
72,835.08
3,518,598.86
865,223.32
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.
2.
3.
For
Against
Abstain
5.
6.
7.
8.
To appoint Auditors
Special Business As Ordinary Resolutions
9.
10.
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.
Number of Shares
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