ASTRO ALL ASIA NETWORKS plcAnnual Report 2008
Kampung Boy is a much-loved icon of a time in Malaysia when the village (or kampung)
was a haven of interesting characters and life was about discovering the wonders of nature.
Kampung Boy has endeared itself to generations with its inimitable take on Malaysian life
– its quirks, its charms and its colour. ASTRO fi rst worked with the creator of Kampung Boy,
Dato’ Mohd Nor Khalid (popularly known as Lat) in 1996 to produce 27 episodes
of the animated series. Derived from Lat’s comic strips, Kampung Boy was one of ASTRO’s
fi rst efforts at local content production. We are proud to collaborate with Lat again
for our FY2008 annual report - in celebration of the thousands of hours of local content
we produce each year.
InsideOur Strategy & Our Strengths 1 Letter from the Chairman 2
Awards and Accolades 5 Calendar Highlights 6 Performance at a Glance 8
Board of Directors 10 Board of Directors’ Profi les 12 Group Management 14
Business and Financial Review 16 Risk Factors 23 Television 24 Radio 30
Content 32 Corporate Responsibility 36 Corporate Governance Statement 41
Audit Committee Report 46 Statement on Internal Control 48
Directors’ Report and Audited Statutory Financial Statements 50 Additional Disclosures 126
Share Price Performance 136 Financial Calendar 136 Analysis of Shareholdings 137
Corporate Information 143 Notice of Annual General Meeting 144
Statement Accompanying Notice of Fifth Annual General Meeting 146
• Form of Proxy • Regional Offi ces
ASTRO ALL ASIA NETWORKS p lc 1
ASTRO ALL ASIA NETWORKS plc (ASTRO) is the holding company for MEASAT Broadcast Network Systems Sdn Bhd (MBNS), the sole operator of direct-
to-home satellite pay television services in Malaysia under the “Astro” brand, and Airtime Management & Programming Sdn Bhd (AMP), the leading
commercial radio broadcaster in Malaysia. Celestial Pictures Ltd, a subsidiary of ASTRO in Hong Kong, owns and distributes the world’s largest Chinese
fi lm library as well as operates the Celestial Movies Channel. Astro Entertainment Sdn Bhd (AESB), another ASTRO subsidiary, creates Bahasa Malaysia
and Bahasa Indonesia content for distribution primarily to Malaysian and Indonesian markets. ASTRO also has investments in pay television and radio
broadcasting in India. ASTRO, which is listed on Bursa Securities, operates out of the All Asia Broadcast Centre, a fully-integrated digital broadcast and
production complex in Kuala Lumpur.
• To continue to grow aggressively our core Malaysian businesses
• To move effectively up the value chain by establishing quality production of local content
and extending the range and diversity of Astro channels
• To use the strong cash-fl ows of our core business to improve returns to shareholders by
increasing dividends
• To also use our cash-fl ows to expand overseas in markets where our expertise is
relevant and where there is the opportunity to amortise our content costs over a larger
geographical spread and population and hence further improve shareholder returns in
the long term.
Our Strategy• Industry-leading business units with strong brand presence in TV, radio and content
• Extensive geographical reach to customers under MEASAT-3 footprint
• Exclusive rights for direct-to-home satellite TV in Malaysia till 2017
• Well-established pay-TV operations under the “Astro” brand with penetration of 40% of
Malaysian TV homes as at end-January 2008
• State-of-the-art infrastructure - fully-digitalised, integrated production
and broadcast facility at the All Asia Broadcast Centre, backed by second broadcast
facility at Cyberjaya
• Proven expertise and experience in catering to multi-ethnic, multi-cultural audience
• Long-standing, extensive partnerships with global content producers
and channel owners
• Strong balance sheet, highly cash-generative business enables the Group to continually
invest in customers and content, refresh its technology and infrastructure, and lead the
industry and market through innovative products and services.
Our Strengths
2 ASTRO ALL ASIA NETWORKS p lc
Letter from theIt is my pleasure and privilege to present the 2008 Annual Report for ASTRO.
We recognize that it has been a diffi cult year for shareholders as ASTRO has underperformed equity markets. However, we believe we have made good progress with our key strategic objectives:-
• To continue to grow aggressively our core Malaysian businesses• To move effectively up the value chain by establishing quality
production of local content and extending the range and diversity of Astro channels
• To use the strong cash-fl ows of our core business to improve returns to shareholders by increasing dividends
• To also use our cash-fl ows to expand overseas in markets where our expertise is relevant and where there is the opportunity to amortise our content costs over a larger geographical spread and population and hence further improve shareholder returns in the long term.
THE CORE BUSINESS
The Malaysian operations generated strong profi ts and cash-fl ows in the year to 31 January 2008. We achieved record gross new customers of 472,000, low levels of churn of 10.1% and ended the year with 2.27 million household subscribers. The radio operation retained its lead in the industry, with a clear edge in terms of its share of advertising revenue and number of listeners. Competition in the radio industry is, and will remain, strong in future, but we intend to stay ahead by focusing on our content and quality of service.
THE CONTENT BUSINESS
Our TV business now offers 110 multi-lingual, multi-genre channels for customers of all ages and viewing preference. Twenty-seven of these are Astro-branded or affi liated channels, many of them replete with in-house generated content. At the same time, we have made inroads overseas in terms of exporting our channels and creating new local content in these markets. These initiatives will accelerate in future.
OVERSEAS DEVELOPMENT
Our Malaysian operations provide the building blocks with which we have expanded overseas. Notwithstanding some initial setbacks and delays, the Group is developing opportunities in high-growth markets. A number of proposed regional investments were completed in the past year including our investment in 20% of Sun Direct which operates an Indian satellite direct-to-home pay-television business. The joint venture with promoters of the Sun Group, one of the largest media and entertainment groups in India, has to date signed on over 500,000 subscribers.
In Indonesia, it was a major disappointment for the Board and management that we were unable to resolve the shareholder issues that prevented us from completing the joint-venture investment in PT Direct Vision as originally contemplated. Nevertheless, we continue to believe in the market potential for pay-TV in Indonesia and we therefore continue to pursue resolution of the shareholder issues so that we can concentrate on developing the business.
DIVIDENDS
The Board is confi dent that the strong profi ts and cash-fl ows generated by the domestic TV and radio operations are sustainable, and will continue to grow. After taking into account the funding requirements for existing and new businesses as well as the cash position of the Group, the Board has thus proposed a fi nal tax-exempt dividend of 2 sen per share. Including the earlier tax-exempt fi rst dividend of 2 sen, a second dividend of 3 sen, and a third interim dividend, comprising 2.7 sen less 25% Malaysian income tax and 0.3 sen tax-exempt, the total declared and proposed dividend for FY2008 is 10 sen, representing a payout ratio of 61% of the earnings of the existing operations.
The Malaysian operations generated
strong profi ts and cash-fl ows in the
year to 31 January 2008. We achieved
record gross new customers of
472,000, low levels of churn of 10.1%
and ended the year with 2.27 million
household subscribers.
ChairmanASTRO ALL ASIA NETWORKS p lc 3
4 ASTRO ALL ASIA NETWORKS p lc
RISK MANAGEMENT
There is no doubt, given the size, complexity and continuing expansion of our businesses that risk management is a key objective and focus for the Group. Following establishment of the Enterprise Risk Management (ERM) framework in 2006, the ERM process has since been rolled out and embedded in the Group’s business and planning process. Future-proofi ng of our infrastructure continues with the ongoing refreshing of the infrastructure at the existing All Asia Broadcast Centre in Kuala Lumpur following the completion of our second broadcast facility at Cyberjaya. These initiatives and continuing re-investments in all our business units, with a focus on content development and the enhancing of our capabilities to better understand and serve our customers, will underpin the long-term growth of our Malaysian operations.
CORPORATE RESPONSIBILITY
As always, we remain highly supportive of the communities in the countries we operate. We continue to leverage on our media platforms and our content development capabilities in our corporate responsibility initiatives to develop young talent and support worthy causes with a focus on education and the performing arts. Further details of our CR efforts can be found in our inaugural Corporate Responsibility Report within the Annual Report.
MANAGEMENT AND STAFF
The Group’s progress could not have been possible but for the loyalty and support of our staff, customers and business partners. It was thus with regret that the Board accepted the resignation of Robert Odendaal as Chief Executive Offi cer of ASTRO, effective 15 April 2008, due to personal and lifestyle reasons. We would like to thank him for his leadership over the past year. Identifi cation and grooming of senior management for leadership roles is an important, continual process, and a responsibility which the Board takes seriously. Given the current depth of our senior executives, we expect to be able to arrive at suitable arrangements in due course. In the interim, Executive Deputy Chairman Ralph Marshall has re-assumed the additional responsibilities of Group CEO for ASTRO.
OUTLOOK
Whilst we have been able to benefi t from the positive macro environment previously, the continuing global economic uncertainties arising from the U.S. sub-prime loans debacle early this year, and infl ationary pressures brought on by rising commodity prices, may weigh heavily on consumer sentiment and demand. Within the media industry, competition has intensifi ed in all the markets and territories we operate in. We remain positive, nonetheless. The growing population in Malaysia and in the region, along with the insatiable and somewhat inelastic demand for entertainment and information, will mitigate some of the ill effects on the economic front should it signifi cantly hurt our markets.
We look to the future with confi dence. The Group will be rolling out initiatives to support its growth strategy including the continued improvement in customer service and enhancement of the viewer experience. We will continue to engage our stakeholders and regulators with a view to accelerating development within the media industry, including expanding into under-served markets, promoting local content creation and broadening our channel offerings. With our strong balance sheet, unparalleled experience in catering to a diverse multi-cultural audience, our well-tested broadcast and distribution expertise, and strong relationships with content and technology partners, we are well-positioned to stay the course and support further growth of the market and industry both in Malaysia as well as the territories where we operate.
Dato’ Haji Badri Haji MasriChairman
30 May 2008
LETTER FROM THE CHAIRMAN
Awards and Accolades
Anugerah Oskar PPFM 2007Best Art Director – Astro Classic Golden Melody 2007Best Documentary Director – Wong Kew Lit for My RootsBest Producer – Razida Julaiha for Akademi Fantasia 2007Best Technical Producer – Mohd Ghazali Razak for IKON ASEANBest Costume – Astro Classic Golden Melody 2007Best Audio – Konsert 3 DIVABest Audio for Serials – Macam-Macam AznilBest Set Design – Rafi dah Othman for Aattam 100 Vagai 2Best 2D Animator – Norazmin Yusof for Kris Dayanti KonsertBest 3D Animator – Jong Kiam Soon and Eric Tan for Astro Wah Lai Toi Drama Awards 2006Best Film Actress – Maya Karin in Anak HalalMost Popular Male Villain (Film) – Fauzi Nawawi in Anak HalalBest Production Manager (Film) – Mahd Iqbal Shaik for Anak HalalBest Camera Operator (Film) – Khalid Zakaria for Anak HalalBest Gaffer (Film) – Mohammad Sazali Othman for Anak Halal
Anugerah Era 2007Most Promising Artiste – MilaBest Female Vocalist – MilaBest Vocal Duo / Group – Jamal Abdillah & MawiBest Pop Song – Persis Mutiara, MilaBest Nasyid Song – Al-Jannah, MawiMovie Fans Choice Award – Jangan Pandang Belakang Best Music Video – Langit Biru, Mawi
Anugerah Juara Lagu 2007Best Performance – Mawi Best Song / Best Pop Rock – EstrangedBest Ballad Song – Sahri
Anugerah Bintang Popular 2007Most Popular Artiste in Malaysia – Mawi Most Popular Male Artiste in Malaysia – Mawi Most Popular New Artiste (Male) – Dafi Most Popular New artiste (Female) – Mila
20th Malaysian Film Festival Best Cinematography – Khalid Zakaria for Puaka Tebing BiruBest Art Direction – Naszrul Ashraff for Puaka Tebing BiruSpecial Jury Award: Social Critics – Zombi Kampung Pisang
Malaysian Kancil Festival 2007Silver Award (Radio - Tamil) – NakeeranEleven Bronze Awards for Film, Broadcast Craft and Radio categories
Third Annual MIPCOM Mobile & Internet TV Awards 2007Best Short Film Originally Created or Repurposed For Mobile – King Boxer, Celestial Pictures
Committee for ASEAN Youth CooperationSpecial Award for Corporate Social Responsibility, Astro TechnoloGenius Campaign 2007
Prime Minister’s Corporate Social Responsibility (CSR) Award 2007Honourable Mention: Outstanding Work in Culture and Heritage Category
Youth & Sports Ministry National Youth Award For youth development efforts and initiatives
Cable and Satellite Broadcasting Association of Asia TV Advertising Awards 2007John Doherty Trophy for Campaign Of The Year – Tai Chor La, Astro On DemandBest TV Commercial Southeast Asia – Tai Chor La, Astro On Demand
World PROMAX & Broadcast Design Awards 2007Gold Award, Best Non-Promotional Animation – Gerak Geri Gasing, Astro CERIASilver Award, Best Music Package – Berani Jadi Bos, Astro CERIABronze, Best Public Service Announcement – Indonesia Earthquake, Astro CERIA Bronze Award, Best Promotainment – Berani Jadi Bos, Astro CERIABronze Award, Best Packaging Promotion – Gerak Geri Gasing, Astro CERIA
Anugerah Industri Muzik 2008Best Song – Kaer Best Local Chinese Album – Andrew Tan Best Local Indian Album – Martin Zamigano
ASTRO ALL ASIA NETWORKS p lc 5
6 ASTRO ALL ASIA NETWORKS p lc
CalendarFebruary 2007• Astro kicks off the
nationwide ‘Super 50 Party’ concerts and musicals to celebrate the 50th anniversary of Merdeka
March 2007• Astro successfully
migrates its broadcast transmission to MEASAT-3
April 2007• Celestial Pictures
launches deal to distribute Shaw Brothers titles to free-to-air television stations in the Middle East
June 2007• AMP’s ERA, hitz.fm, MY FM and THR
retain their top spots as the country’s most listened-to radio stations in their respective categories for successive years (Nielsen Media Research Listenership Survey)
• Celestial Pictures’ mobile TV channel KUNG FU TV makes worldwide debut in Thailand.
May 2007• Astro pay-TV adds nine more channels-Discovery Real Time,
Discovery Home & Health, Discovery Science, Astro Vellithirai, E! Entertainment, Jia Yu Channel, The Golf Channel, Eurosport and Sun Music.
ASTRO ALL ASIA NETWORKS p lc 7
July 2007• Astro and RTM team up
to produce a ground-breaking documentary on historical Malaysian heroes, Anak Gemilang Malaysia
• Astro On Demand debuts with TVB drama The Drive of Life, airing simultaneously in Hong Kong
August 2007• Astro launches
a dedicated TV channel to chart the journey of Malaysia’s fi rst astronaut to outer space
HighlightsOctober 2007• Astro launches eight new
channels-Astro AWANI, Astro HUA HEE DAI, Astro XIAO TAI YANG, Makkal, Chutti TV, Astro OASIS, KBS World and Asian Food Channel.
• Astro rolls out four new subscription packages – Metro, Maharaja, New Emperor and Gold.
November 2007• ASTRO and the Usaha Tegas Group, in partnership
with the Sampoerna Foundation, announces a 5-year, USD1.5 million scholarship programme for students in Bali.
• Astro On Demand’s Tai Chor La advertising campaign wins the ‘John Doherty Trophy for Campaign of the Year’ and ‘Best TV Commercial Southeast Asia’ at the Cable and Satellite Broadcasting Association of Asia (CASBAA) TV Advertising Awards 2007.
December 2007• Sun Direct TV,
a joint venture between ASTRO and promoters of the Sun Group, launches operations to provide DTH services in India
January 2008• Maestro artistes Mila
and Khai of Akademi Fantasia fame launch solo albums
• Tayangan Unggul releases Kala Malam Bulan Mengambang, the fi rst black-and-white movie launched in Malaysia in over 30 years.
8 ASTRO ALL ASIA NETWORKS p lc
PerformanceFY2004* FY2005* FY2006 FY2007 FY2008
TELEVISION Subscribers
Residential subscribers (‘000) 1,283.0 1,565.8 1,784.2 2,016.3 2,272.2Gross Additions (‘000) 387.2 408.9 444.8 398.3 472.0Net Additions (‘000) 298.7 282.7 218.4 232.1 255.9TV HH Penetration (%) 26.5 30.4 33.9 36.5 40.02nd Box Subscription (‘000) 47.8 61.0 80.2 101.3 120.82nd Box Penetration (%) 3.7 3.9 4.5 5.0 5.3
Churn (%)1 7.9 9.0 13.4 8.8 10.1ARPU (RM)2 81 80 79 78 82CAC Per Box (RM) 904.4 789.0 749.3 666.6 697.7Content Cost Per Sub (RM) 28.1 26.8 25.5 25.5 29.5Content Cost as % of Revenue 30.3 30.1 29.3 29.7 32.8
Advertising ExpenditureAstro Share of TV Adex (%) 12.2 11.3 11.9 13.0 11.8Astro Adex as % of Total Revenue (%) 7.2 6.9 6.4 7.1 6.4
Financial SummaryRevenue 1,265.6 1,530.6 1,787.0 1,978.3 2,325.3CAC3 371.9 336.9 384.3 273.9 353.3EBITDA 246.7 395.4 389.2 552.5 604.8EBITDA Margin (%) 19.5 25.8 21.8 27.9 26.0Free Cash Flow 111.6 263.6 453.5 658.2 644.6Return on Capital Employed (%)4 32.8 29.6 69.1 165.3 52.7
RADIO Listeners
Total Listeners (million)5 8.7 9.0 11.2 10.9 10.6Total Listener Share (%) 44.5 47.5 60.5 51.8 49.5
Advertising ExpenditureRadio Industry Share (%) 4.4 3.8 4.0 4.3 4.4AMP Share of Radio Adex (%)6 73.5 74.1 79.1 73.4 67.8
Total Fill Rates (%) 57.7 61.1 43.7 36.7 36.5
Financial SummaryRevenue 108.0 124.3 143.3 151.0 168.9EBITDA 46.6 55.0 60.4 67.0 70.8EBITDA Margin (%) 43.1 44.2 42.1 44.4 41.9Free Cash Flow 37.7 47.0 64.9 76.7 78.3Return on Capital Employed (%)4 38.0 27.4 17.9 26.3 18.7
The Group measures its operating
and fi nancial performance through a
number of Key Performance Indicators
(KPIs), which in turn, are cascaded
down to the respective business units.
The following is an extract of the KPIs
that are tracked by senior management
and provided to Board members on a
regular basis.
ASTRO ALL ASIA NETWORKS p lc �
at a GlanceFY2004* FY2005* FY2006 FY2007 FY2008
CONSOLIDATED Revenue7 1,418.8 1,716.3 2,012.5 2,224.3 2,601.7
Television 1,265.6 1,530.6 1,787.0 1,978.3 2,325.3Radio 108.0 124.3 143.3 151.0 168.9Library Licensing and Distribution 36.3 47.6 60.1 75.3 89.3Others 61.3 120.6 260.1 313.4 588.2Inter-segment (52.4) (106.8) (238.0) (293.7) (570.0)
EBITDA8 241.7 369.1 352.3 527.5 556.5
Free Cash Flow9 (3.5) 179.7 300.0 353.9 (29.9)
Profit/(loss) After Tax and Minority Interest 9.9 145.5 228.6 160.4 (6.2)
Balance SheetNet Cash 509.4 580.8 787.2 1,047.4 200.2
Cash 1,740.3 966.5 848.1 1,075.7 986.8Debt 1,230.8 385.7 60.9 28.3 786.6
Total Assets 3,357.8 2,650.0 2,851.2 3,026.4 3,614.9
Shareholders’ Equity 1,394.6 1,559.4 1,786.7 1,847.4 1,620.4
Per Share DataEarnings/(loss) Per Share (sen) 0.71 7.58 11.88 8.32 (0.32)Dividend Per Share (sen)10 n.a. 2.5 5.0 7.0 10.010
Net Assets Per Share (RM) 0.73 0.81 0.93 0.95 0.84
Key Financial IndicatorsDebt to Equity (times) 0.9 0.2 0.0 0.0 0.5Return on Assets (%)11 0.3 5.5 8.0 5.3 (0.2)Return on Equity (%)12 0.7 9.3 12.8 8.7 (0.4)Return on Capital Employed (%)4 10.1 17.7 17.0 25.6 21.7Dividend Yield (%)13 n.a. 0.45 1.02 1.30 2.6
RM million unless specified otherwise
* Restated with Prior Year Adjustment relating to the adoption of IFRS 2 - Share-based Payment
n.a. - not applicable
Notes:1. Churn is the difference between total subscriber disconnections and total reconnections
of previously disconnected subscribers, over the period in review.2. Average Revenue Per User (ARPU) is the monthly average revenue per residential
subscriber. ARPU is calculated by dividing monthly average revenue derived from active residential subscribers over the fiscal year with monthly average number of active residential subscribers during the fiscal year.
3. Customer acquisition cost (CAC) is the cost incurred in activating new subscribers for the period under review, in the multi-channel subscription television service, including sales and marketing related expenses and subsidised set-top box equipment costs.
4. EBITDA/(Total Assets – Current Liabilities)5. Based on the Radio Listenership Survey by Nielsen Media Research in October 2004,
2005, 2006 and 2007 respectively. 6. Based on Nielsen Media Research Adex Report in January 2004, 2005, 2006, 2007 and
2008 respectively.7. The Group is organised in the following business segments:
• Television – provision of Direct-to-Home (DTH) subscription TV and related interactive TV services.
• Radio – radio broadcasting services.• Library Licensing and Distribution – ownership of a Chinese film entertainment library
and aggregation and distribution of the library and related content.• Others – magazine publishing business; interactive content business for the mobile
telephony platform; Malaysian film production business; talent management; creation of animation content; television content distribution; ownership of buildings and investment holding companies.
8. Earnings before interest, taxation, depreciation and amortisation (EBITDA) represents profit/(loss) before net finance costs, taxation, impairment and depreciation of property, plant and equipment, amortisation of intangible assets such as software (but excluding amortisation of film library and programme rights which are expensed as part of cost of sales), impairment of investments, share of post tax results from investments accounted for using the equity method and write-off of assets and balances arising from the investment in PT Direct Vision (PTDV), costs to provide services to PTDV and expenses incurred in developing a DTH business proposal in Indonesia.
9. Free cash flow represents the net cash flows arising from operating and investing activities of the Group.
10. The Directors recommend a final tax-exempt dividend payment of 2.0 sen per share (Final Dividend) for the financial year ended 31 January 2008 subject to the approval of shareholders at the forthcoming Annual General Meeting. The tax-exempt dividends will be paid on 29 August 2008 to depositors whose names appear in the Record of Depositors at the close of business on 13 August 2008. Should the Final Dividend be approved, the total interim and final dividends approved in respect of the financial year ended 31 January 2008 would be 10.0 sen per share.
11. Profit After Tax and Minority Interest / Total Assets12. Profit After Tax and Minority Interest / Shareholders’ Equity13. Annual dividend expressed as a percentage of the current share price. ASTRO share price
as at 31 January 2008 was RM3.82.
From Left:
Dato’ Mohamed Khadar Merican
Bernard Anthony Cragg
Ralph Marshall
Chin Kwai Yoong
Dato’ Haji Badri Haji Masri
Board of Directors10 ASTRO ALL ASIA NETWORKS p lc
12 ASTRO ALL ASIA NETWORKS p lc
DATO’ HAJI BADRI HAJI MASRI
Chairman and Non-Executive Director
Malaysian, age 64, joined the Board in July 2003 and was appointed its Chairman in August 2003. He served in various government ministry posts up to 1996, including that of Director General of Tourist Development Corporation of Malaysia and Director of the Budget Management Division of the Ministry of Finance of Malaysia.
Dato’ Haji Badri graduated with a BA in Malay Literature from the University of Malaya and an MA in Political Science from King’s College University, London. He was awarded the Heinz Fellowship from the University of Pittsburgh.
He is a director of Asia Pacifi c Land Berhad (listed on Bursa Securities). He has held various posts in the private sector including business development advisor of DFZ Capital Berhad (listed on Bursa Securities), chairman/managing director of Pelikan International Corporation Berhad (listed on Bursa Securities) and chairman of SapuraCrest Petroleum Bhd (listed on Bursa Securities).
He does not have any business arrangement with the Company in which he has a personal interest.
RALPH MARSHALL
Executive Deputy Chairman/Group Chief Executive Offi cer
Malaysian, age 56, joined the Board in July 2003. He was appointed its Deputy Chairman and Group Chief Executive Offi cer in August and September 2003 respectively and on 1 February 2007, assumed the position of Executive Deputy Chairman. He re-assumed the additional responsibilities of Group Chief Executive Offi cer in April 2008.
He is an Associate of the Institute of Chartered Accountants in England and Wales, and a Member of the Malaysian Institute of Certifi ed Public Accountants and has some 30 years’ experience in fi nancial and general management.
He is an executive director of Usaha Tegas Sdn Bhd (“UT”) and serves on the boards of several other companies in which UT has signifi cant interests viz. Tanjong Public Limited Company (listed on Bursa Securities and London Stock Exchange plc) of which he is also the executive director, Overseas Union Enterprise Limited (listed on the Singapore Exchange Securities Trading Limited), London International Exhibition Centre plc, Arnhold Holdings Limited (listed on The Stock Exchange of Hong Kong Limited) and Maxis Communications Berhad.
He is also a director in a non-executive capacity in MEASAT Global Berhad and KLCC Property Holdings Berhad, both listed on the Bursa Securities.
He does not have any business arrangement with the Company in which he has a personal interest.
Board of Directors’ Profi les
ASTRO ALL ASIA NETWORKS p lc 13
DATO’ MOHAMED KHADAR MERICAN
Non-Executive Director/Independent Director
Malaysian, age 52, joined the Board in August 2003. He manages his own fi nancial consultancy and is a director of AirAsia Berhad and RHB Capital Berhad, both listed on Bursa Securities as well as of several companies within the RHB group.
Dato’ Mohamed Khadar has over 20 years’ experience in fi nancial and general management. He is a Member of both the Institute of Chartered Accountants in England and Wales and the Malaysian Institute of Accountants.
He had served as an auditor and a consultant in an international accounting fi rm before joining a fi nancial services group in 1986. Dato’ Mohamed Khadar held various senior management positions in Tradewinds Corporation Bhd (listed on Bursa Securities) including those of president and chief operating offi cer.
He does not have any confl ict of interest with the Company.
BERNARD ANTHONY CRAGG
Non-Executive Director/Independent Director
British, age 53, joined the Board in September 2003. He also serves as the chairman of i-mate plc (listed on AIM of the London Stock Exchange plc). He is a director of Workspace Group plc and Mothercare plc, both listed on the London Stock Exchange plc.
Bernard is a Chartered Accountant by profession and had spent over 8 years in Price Waterhouse. He has a degree in Mathematics from Liverpool University.
He formerly held various senior management positions in Carlton Communication plc (listed on the London Stock Exchange plc) for over 17 years including as its Group Financial Controller, Company Secretary and Group Finance Director. Bernard has previously served as chairman of Datamonitor plc (listed on the London Stock Exchange plc) as well as a director of Arcadia Group plc and Bristol and West Plc, a part of the Bank of Ireland (UK) Financial Services.
He does not have any confl ict of interest with the Company.
CHIN KWAI YOONG
Non-Executive Director/Independent Director
Malaysian, age 59, joined the Board in March 2006. He was an audit partner with PricewaterhouseCoopers from 1982 until his retirement in 2003. During his tenure as partner, he was executive director in charge of the Consumer & Industrial Products & Services Group. He also served as director of the Audit and Business Advisory Services Division, and of the Management Consulting Services Division.
Kwai Yoong is a Fellow of the Institute of Chartered Accountants in England and Wales and a Member of the Malaysian Institute of Certifi ed Public Accountants as well as the Malaysian Institute of Accountants.
He has extensive experience in the audits of major companies in the banking, oil & gas and automobile industries as well as in the heavy equipment, manufacturing, construction and property development sectors. He was also involved in corporate advisory services covering investigations, mergers & acquisitions and share valuations.
He is a Director of Deleum Berhad and Genting Berhad, both listed on Bursa Securities, and of Rangkaian Pengangkutan Integrasi Deras Sdn Bhd (RAPID KL).
He does not have any confl ict of interest with the Company.
BOARD OF DIRECTORS’ PROFILES
Notes:
1. None of the Directors have any family relationship with any directors and/or major shareholders of the Company.
2. None of the Directors have had any convictions for offences within the past 10 years.
3. None of the Directors have had any sanction and/or penalties imposed on them by any regulatory bodies during the fi nancial year ended 31 January 2008.
Group Management14 ASTRO ALL ASIA NETWORKS p lc
From Left:
Raghvendra MadhavExecutive Director - India
Louis FooGeneral Manager - MEASAT Publications
Graham Charles StephensChief Technology Offi cer - ASTRO
Tengku Dato’ Anuar Mussaddad Tengku MohammadExecutive Director
- Malay Filmed Entertainment
Grant FergusonChief Financial Offi cer - ASTRO
Lakshmi NadarajahGeneral Counsel/
Company Secretary - ASTRO
Rohana RozhanChief Executive Offi cer - MBNS*
Zainir AminullahExecutive Director - AESB**
Dato’ Borhanuddin OsmanExecutive Director - AMP***
* MEASAT Broadcast Network Systems
** Astro Entertainment
*** Airtime Management & Programming
ASTRO ALL ASIA NETWORKS p lc 15
16 ASTRO ALL ASIA NETWORKS p lc
110 channels
including 27 Astro
channels
Business and Financial Review
OVERVIEW
It has been a very busy year. The Group added substantial capacity,
extended the depth and quality of its content offering, enhanced
signifi cantly its own content creation, improved customer service and as
a result, built further momentum in its domestic Malaysian operations.
Driven by strong subscription and advertising sales in Malaysia, Group
revenue grew 17% to RM2.60 billion. Earnings before interest, tax,
depreciation and amortisation (EBITDA) for the year improved to RM557
million from RM528 million a year earlier due to higher revenue, offset
by planned increases in the cost of content, customer acquisition and
other customer growth-related operating activities. EBITDA margin
was thus lower at 21% against 24% of the previous year. The Group
incurred RM6.2 million of losses, its fi rst since listing, due to start-up
costs of its overseas investments.
Going forward, the Group will continue to support the Indonesian
venture while a resolution to the shareholder issue is being pursued.
As expected, the Indian joint-venture Sun Direct TV has increased
subscriber numbers at a credible pace since its December 2007 soft
launch and the Group expects that business to remain in a growth
phase in future.
Notwithstanding the Group’s loss, the outlook for the Malaysian TV and
radio business remains positive. The Group’s extensive multimedia
capabilities and strong balance sheet have enabled it to grow its
presence and develop new businesses in complementary regional
markets. Leveraging on its experience of catering to a multi-language
multi-ethnic audience, the Group will keep up efforts to realise the
immense potential that India, Indonesia, Brunei and the rest of Asia hold
for the radio, pay-TV and content businesses.
OPERATIONS
Astro TVOur fl agship Astro pay-TV business remains the key driver behind
the strong growth in Group revenues. The successful migration of
broadcast services to MEASAT-3 in early 2007 and the subsequent
service expansion provided the impetus for us to vigorously grow
our Malaysian customer base and, for the fi rst time in a number of
years, the average revenue per subscriber (ARPU) as well. The robust
customer growth was supported by record activations of new customers
- 472,000 customers for the 12 months to end-January 2008 - as well
as retention of existing customers.
Notwithstanding the re-pricing initiative implemented in June 2007 to
address rising content costs, customer churn level was maintained at
10.1% and the entry-level pricing for the service was lowered. This
shows the Astro service remains affordable while providing choice and
pricing fl exibility to cater to different customer preferences and wallets.
As a result of our reduced entry and package pricing over time, Astro
offers best value for money when benchmarked against other global
pay-TV companies. Including churn, Astro registered net additions of
256,000 subscribers, bringing the total residential base to 2.27 million.
With a penetration rate of still only 40% of Malaysian homes, the
potential to grow the domestic subscriber base remains strong.
All other key performance metrics also saw favourable outcomes.
ARPU reached RM82 for all of FY2008 and RM85 in the fi nal quarter of
FY2008, primarily due to the June re-pricing initiative, and the addition
of the enhanced “Plus” subscription packages in October 2007.
As anticipated, content cost as a percentage of revenues rose to
33% in FY2008, from 30% in the previous fi scal year, as a result of
our commitment and investment in local content and new channel
development, and the general increase in content costs globally,
particularly for premium sports programming.
BUSINESS AND FINANCIAL REVIEW
Seven new Astro channels were launched, bringing the total Astro
branded and affi liated channels to 27. Among the new Astro channels,
Astro OASIS provided for the fi rst time in Malaysia, round-the-clock niche
cultural and lifestyle programming while news-oriented programming is
broadcast on Astro AWANI. In all, our Malay-speaking viewers today
have a choice of 10 channels, double that of two years ago.
Efforts to fi ll other content gaps continued. The Astro HUA HEE DAI
channel for the Hokkien-dialect speaking segment and the Mandarin-
language Astro XIAO TAI YANG children’s channel stood out as key
efforts toward this end, complementing other Astro-packaged Chinese-
language channels.
In addition, Astro On Demand was launched, offering premium content
to customers and allowing them to catch up on past programmes at
their convenience with minimal wait time. The new service kicked off in
July 2007, providing Cantonese drama fans with fi rst-run TVB serials at
the same time as they are broadcast in Hong Kong. Available on a pay-
per-title basis or as the Dragon monthly subscription pack, Astro On
Demand has been well-received. These, and other Chinese language
content to come, as well as high-impact marketing ground events
featuring local and foreign artistes, should continue to lend support in
sparking growth again in the Chinese-speaking segments.
Our Malay-language Astro CERIA channel continues to meet the
demand for children edutainment. Launched in September 2006, Astro
CERIA today remains the most widely-watched children infotainment
channel. Popular ground events such as ‘Run For Fun’ were also held
in the year, further extending the CERIA brand to the community. At the
same time, Astro RIA was re-positioned as a young and urban channel
while Astro PRIMA was successfully re-branded as a family channel.
In the Indian-language segment, four new channels have been launched
this year, bringing the total to seven. One of them, Indian movie channel
Astro VELLITHIRAI was an instant hit and is today, the most watched
movie channel on Astro. Aattam100 Vagai, our own locally-produced
Indian dance talent show, went international for the fi rst time in its third
season. The colourful, high-octane competition attracted participants
from India, Sri Lanka, Mauritius and Singapore.
With the additional capacity available on Measat-3, channel expansion
is expected to continue throughout the current year. To support the
government’s aim to promote sports and inspire a healthy lifestyle, Astro
hopes to introduce a local sports channel on its platform. Any decision
to launch new channels is made after full evaluation and research into
market needs and appropriateness of content, and in consultation with
our regulators.
In continuing to bridge the digital divide in Malaysia, the Group expects
to maintain its subsidy on set-top boxes. Since the inception of service
in 1996, we have cumulatively provided set-top box subsidies in excess
of RM2 billion. These subsidies plus related sales and marketing
expenses, form our customer acquisition costs which were kept around
RM700 per new activation for FY2008. In all, we spent over RM1.1
billion – RM762 million in content costs and another RM353 million on
customer acquisition costs – during the course of the last fi nancial year.
These costs should underpin future earnings and are incurred ahead of
revenue growth. For instance, more coverage of sports – including the
UEFA Euro 2008TM and the Beijing Olympics 2008 - is planned this year
to sustain the growth momentum of the TV business.
‘04 ‘05 ‘06 ‘07 ‘08
26.5%
30.4%
33.9%
36.5%
40.0%
TV H
ouse
hold
Pen
etra
tion
(%)
TV Penetration Continues to Rise
20%
25%
30%
35%
40%
45%
‘04 ‘05 ‘06 ‘07 ‘08
ARPU
(RM
)
ARPU Recovers
81
80
79
78
82
74
76
78
80
82
84
ASTRO ALL ASIA NETWORKS p lc 17
BUSINESS AND FINANCIAL REVIEW
While we will continue to commit substantial sums in the areas of content
and customer acquisition, major initiatives are in place to manage these
and other costs through more effi cient and effective procurement of
set-top boxes and programming, among others. This will be balanced
by the need to introduce more local, albeit more costly, content aimed
at the broader mass Malay-speaking segment which continues to be
relatively under-penetrated and hence, offers the greatest potential for
further growth.
Our fi nancial metrics remain solid. TV revenues rose 18% to RM2.33
billion with subscriptions accounting for RM2.15 billion, or 92%
and advertising contributing RM148 million or just about 6% of the
total. EBITDA rose to RM605 million. As expected, TV EBITDA margin
narrowed to 26% from 28% due to increased content costs. The
Malaysian television operation continued to be highly cash-generative
with free cash-fl ow of RM645 million for the fi nancial year.
The results refl ected the continuing focus and efforts directed at
enhancing the end-to-end Astro customer experience from the time
customers sign up to their everyday exposure to the service. We re-
aligned the entire organisation as well as mind-sets – from strengthening
our frontline customer servicing capability and providing greater viewing
choices and signature shows, to stabilising our Customer Relationship
& Billing system (CRM) and refreshing our ancillary IT and technical
infrastructure. Consequently, the Astro customer experience saw a
material improvement.
Customers are getting more value out of their subscriptions and it is
now easier than ever before for them to transact with Astro. Our service
enhancement included an expansion in our call centres to cater to the
higher call volumes from an average of 20,700 a day previously to
24,200 currently.
We continue to pursue efforts to further enhance our customer care
and service capabilities. These include an upgrade of our system
infrastructure and the introduction of process improvements at a total
cost exceeding RM200 million over the next two years. These new
capabilities will help us better understand and serve our customers,
including fi ner segmentation of our subscriber base and services, plus
an in-depth look at what more we can offer our customers.
Following the completion of our second broadcast facility in Cyberjaya
in 2006, we are currently refreshing and upgrading our 12-year-old
broadcasting infrastructure at the All Asia Broadcast Centre in Kuala
Lumpur, to bring it to the same state-of-the-art capability as Cyberjaya.
This major project is expected to result in further production and
operational effi ciencies.
In April 2008, we began deploying the NDS VideoGuard Conditional
Access System (CAS) nationwide, with the objective of having a single
provider for both our CAS and middleware systems. Trials in mobile TV
broadcasting and continued investment in unicast (3G) streaming were
also conducted during the year. We remain alert to emerging technologies
and closely monitor industry and competitive developments to ensure a
steady pipeline of new services and product innovations, with improved
time-to-market, in order to further grow subscribers and ARPU.
Our strong brand presence and values have been recognised in Astro
being ranked as Malaysia’s Seventh Most Valuable Brand in a study by
the Association of Accredited Advertising Agents (4As) and Interbrand, a
global branding consultancy. The Astro brand, established in little over a
decade, was also valued at RM3.3 billion by Interbrand.
RadioOur Malaysian radio operations benefi ted from further growth in market
demand for radio advertising as refl ected in the Nielsen survey in
September 2007. Our stations continue to lead listenership rankings
for all the key vernacular demographics despite intensifi ed competition
from new players.
Our established and constant brand presence, ability to understand and
deliver what listeners and advertisers want, and constant efforts to stay
fresh and relevant, enable us to command a disproportionate share of
the radio advertising dollar. The eight stations - ERA, MY FM, hitz.fm,
MIX fm, Lite FM, SINAR, Xfresh and THR (Raaga/Gegar) - command
weekly listenership of 10.6 million people, representing a 50% share
of listeners.
The Bahasa Malaysia ERA station is the top station in the country for the
seventh straight year while MY FM is the leading Chinese station, hitz.fm
and MIX fm are Numbers One and Two English stations respectively
while THR Raaga is the most popular Tamil station. THR Gegar made
strong inroads in the East Coast states proving the effectiveness of
regional broadcasting.
Our radio revenues grew 12% to RM169 million as the radio industry’s
share of advertising expenditure continued to grow, to 4.4% of total
FY2008 adex of RM5.5 billion, up from 4.3% in FY2007, according to
Nielsen. We continue to drive synergies and effi ciencies in our Radio
operations, resulting in EBITDA of RM71 million representing a margin
of 42%.
18 ASTRO ALL ASIA NETWORKS p lc
ASTRO ALL ASIA NETWORKS p lc 19
BUSINESS AND FINANCIAL REVIEW
Numerous on-ground events were held to complement and enhance
our on-air and on-line presence. These included events to celebrate the
50th Merdeka or Independence Day with our listeners such as MY FM’s
non-stop 50-hour outdoor broadcast in the heart of Kuala Lumpur’s
shopping district. Six of our radio stations were offi cial partners for the
Live & Loud Concert, another Merdeka-related event.
Another initiative launched in the year was the collaboration between
our Infocenter Traffi c and PLUS highway authorities to provide regular
traffi c reports across all our stations for key public holidays and long
weekends.
Currently, improvements are continuing within the radio business to
improve transmission quality and the coverage of regional expansion.
In recognition of our in-house creative talents, advertising campaigns
we created for our clients won 14 Kancil Creative Awards in 2007
- 1 Silver, 9 Bronze and 4 Merit awards. This was the highest for a
non-agency competing among other creative agencies including several
big international names. We were also the non-agency with the most
materials produced in-house.
ContentTELEVISION PROGRAMMING
Content, in particular, compelling relevant local content, has proven to
be key in driving subscriber growth. Consistent with our key objective
to develop local content, we have invested signifi cant sums in content
creation and aggregation. Astro’s content development unit is the only
one in the world that produces programmes across genres in seven
different languages, namely - Bahasa Malaysia, Hokkien, Cantonese,
Mandarin, Hindi, Tamil and English. The Astro Entertainment Network
was thus launched in FY2007 to house our Astro branded channels and
accelerate our content development efforts.
As a result of the service expansion last year, fi rst-run transmission
hours for local content more than doubled to 3,900 from 1,700 a year
earlier. Subsidiary Astro Entertainment Sdn Bhd spearheads our Bahasa
Malaysia content development activities with annual budgets of over
RM360 million and this will continue to grow to support this important
market segment.
Apart from channel development, extensive resources were also put
into identifying and developing new signature programmes as well
as refreshing existing all-time favourites like our reality talent quest,
Akademi Fantasia. Akademi Fantasia had a viewership of 1.5 million at
the May 2008 fi nals of its sixth successive season.
We scored another hit with Sehati Berdansa, a celebrity couple dance
contest. Other favourites, like comedic talent search Raja Lawak and
kid’s infotainment Tom Tom Bak, have proceeded to their second
seasons while a new wave of game-shows such as Kelab Pop and
Teksi Tunai have taken the small screen by storm. Tom Tom Bak, hosted
by the popular, ever-effervescent host Aznil Nawawi, is now a regular
weekly variety feature for pre-teens and their parents.
Our programmes and channels have also made inroads to countries
such as the Netherlands, Vietnam, Indonesia and Singapore where they
are syndicated or licensed for use across various television networks.
The growing demand for entertainment and information delivered via
new media such as broadband, mobile telephony or Internet Protocol
television (IPTV) also presents opportunities for the content business.
Going forward, the content business will intensify its efforts to re-
purpose, re-package and customise its offerings for distribution in
Malaysia and worldwide, across both traditional and new delivery
platforms.
Over 10 million
radio listeners
‘04 ‘05 ‘06 ‘07 ‘08
Radi
o EB
ITDA
(RM
milli
on)
Radio EBITDA Remains in Uptrend
47
55
60
67
71
35
45
55
65
75
20 ASTRO ALL ASIA NETWORKS p lc
BUSINESS AND FINANCIAL REVIEW
Shaw Brothers fi lms
seen in over 100
countries
LIBRARY AND DISTRIBUTION-CELESTIAL PICTURES
The library licensing and distribution arm made further inroads into
China and expanded its distribution business, including penetration
into new media worldwide. The re-mastering of the Shaw Brothers
Film Library was completed with 101 new titles released in FY2008.
Up to end-January 2008, the Shaw distribution business had a presence
in over 100 countries and cumulative distribution revenue totaled over
HK$600 million. Celestial Movies doubled its global subscriber base
from two years earlier, benefi ting from the localization of the channel
which received good support from Indonesian viewers.
More collaborative efforts were made in mainland China when WaTV
tied up with Shanghai Media Group, a leading media conglomerate from
China, on the promotions, programming and production front. Beautiful
Life, a major TV drama investment, drew the fourth-highest TV rating
among all drama series in the Shanghai region in 2007.
Amid growing demand for compelling new media content, Celestial
Pictures launched KUNG FU TV in Thailand, a mobile TV channel
featuring original kung fu content from the Shaw Brothers Film
Library. In addition, our King Boxer mobisode won the “Best Short Film
Originally Created or Repurposed for Mobile” award at the third annual
MIPCOM Mobile & Internet TV Awards 2007 held in Cannes.
MALAY FILMED ENTERTAINMENT
Our participation in the local fi lm industry gathered steam with
the release of four Malay-language fi lms during the year including
Malaysia’s fi rst black-and-white movie in over 30 years – Kala Malam
Bulan Mengambang – and an award-winning gritty fi lm about street-
kids in metropolitan Kuala Lumpur – Anak Halal. Maya Karin who
portrayed a hardened teenager in the latter, was named Best Actress
at the Oskar Awards 2007 while Fauzi Nawawi was voted Best Male
Villain. The movie chalked up some RM1.7 million in box offi ce sales.
Kala Malam hit the silver screen in January, exposing a new generation
of movie-goers to the delights of images in black and white and the
concept of neo-noir.
Our fi lm business offers synergy with our pay-television business,
enabling us to leverage on its productions to enhance our local content
offering. We expect the fi lm unit to keep pushing the envelope with four
offerings scheduled for release in the current fi nancial year in various
genres including comedy, romance and suspense. Another six movies
are at various stages of production and post-production and will be
released thereafter.
INTERACTIVE CONTENT
The Multimedia Interactive Technologies division was consolidated
under one management structure, and core systems were further
enhanced.
Advertising and customer revenues improved, primarily due to increases
in interactive advertising on AMP websites and interactive game-
shows on the pay-TV service respectively. The multilingual interactive
gameshows - Fulus Mania, Fun Fun Fun, and Puthaiyalai Thedi – kicked
off their fourth season in February 2008 to more viewers and higher
audience participation. Astro subscribers also benefi ted from the launch
of a broadband TV service in December 2007 which provided selected
simulcast and on-demand programmes.
Other major launches during the year include the Barclays Premier
League mobile video service and the expansion of the existing Mobile
TV service. Following the launch of 13 TV and 5 Radio channels on the
3G cellular network, a selection of 10 channels is now available on the
2.5G network, reaching a wider addressable market.
BUSINESS AND FINANCIAL REVIEW
Riding on demand for local-language entertainment content on the
Internet, the Murai.com.my website was launched in November 2007.
The site features a mix of entertainment information, celebrity news,
and community features such as blogging and user-generated content
(UGC). Murai.com.my formed the basis for Aksi Murai, a celebrity-reality
programme which was based on UGC and initially broadcast over the
Internet before being aired on Astro RIA, marking a fi rst for the Group.
PUBLICATIONS
Our television compendium was completely revamped into AstroView,
a full-fl edged entertainment magazine, as part of our ongoing efforts to
better serve our viewers. Produced in three different language editions,
AstroView offers fresh content such as exclusive interviews, features,
movie and sports highlights, recipes and hot picks of the month.
We continue to refresh and refi ne the other magazines in our stable
- TopGear, VMag, iFeel, Aksi AF, InTrend and Men’s Uno. As Malaysia’s
premier motoring publication, TopGear remains popular among auto
enthusiasts and has a healthy circulation of 30,000 copies.
TALENT MANAGEMENT
ASTRO’s talent management company Maestro continued to play an
active role in nurturing talent and developing the entertainment industry.
Its portfolio of 39 singers, actors, announcers and performers chalked up
a total of over 300 performances during the year, including the Merdeka
Concert to mark 50 years of independence, and various community
events. Maestro also launched 26 albums during the year and sold
100,000 copies, bringing to 1 million the total sold since 2003. Mawi,
winner of the Astro-produced Akademi Fantasia 3 talent quest and a
Maestro performer, remains one of Malaysia’s most popular singers,
winning a Nickelodeon Kids Choice award for the second straight year
and two Anugerah ERA 2007 awards.
ANIMATION
Key highlights of the animation unit include production of 18 more
half-hour episodes of Captain Flamingo, a series targeted at children
aged six to eight years old. The series now has a total of 52 episodes
and two television specials, and is currently airing on Toon Disney. It is
also licensed to Nickelodeon Australia and Nickelodeon Latin America,
among others.
The revenue, EBITDA and cash-fl ow contributions from our interactive
content, fi lmed entertainment, publications, talent management and
animation businesses are not material to Group results. However, they
provide synergies and signifi cant media-bundling opportunities with our
pay-TV, radio and TV programming businesses.
Regional InitiativesINDIA
The joint venture agreement between South Asia Entertainment
Holdings Limited, a wholly-owned ASTRO unit, and Kalanithi Maran and
Kavery Kalanithi, for Sun Direct TV Private Limited, was completed in
December 2007. We disbursed a fi rst tranche of US$80 million with the
balance to be paid out in accordance with an agreed schedule based
on the funding requirements of Sun Direct.
As typical of similar start-ups, the joint-venture is expected to incur
losses for the fi rst fi ve to six years of operations. Consistent with the
Group’s accounting policies, ASTRO expects to equity-account for
its share of Sun Direct’s losses of up to Indian Rupee 7,470 million
(approximately RM600 million), representing our 20% equity stake.
The joint-venture will be funded though a mix of equity and borrowings.
Response to Sun Direct has been enthusiastic following its soft launch
in December 2007. Thus far, over 500,000 subscribers have signed up
since the service commenced in Tamil Nadu, Andhra Pradesh, Kerala
and Karnataka states.
The Group has also further enlarged its radio footprint in India.
In February 2008, it acquired a 6.98% direct equity stake in South Asia
FM Ltd. which has licences to own and operate 23 FM radio stations
in India.
INDONESIA
In Indonesia since 2005, the Group had been in discussions to acquire
a stake in PT Direct Vision (PTDV). In 2006, PTDV commenced a
satellite direct-to-home pay-TV business, marketing the service under
the “Astro” name pursuant to a trademark licence agreement with the
Group. As part of the proposed investment in PTDV (the Indonesian
venture), affi liates of the Group supplied channels, programming content
and other technical services to PTDV. As negotiations on the Group’s
acquiring of a stake in PTDV have been protracted and inconclusive, the
ASTRO board decided in September 2007 that the Group will no longer
equity account for the joint venture in its fi nancial statements.
The Group continues to provide basic services to support the pay-TV
operations of PTDV at a cost of approximately RM20 million a month
while efforts to seek a resolution to the Indonesian venture continue.
If no agreement is reached, the Group expects to account for costs relating
to commitments already made which are approximately RM200 million.
As at 31 January 2008, PTDV had 145,000 subscribers and ARPU of
US$20.1. The service broadcasts 49 channels of which 12 are local,
including six channels the Group specially developed for Indonesia.
Notwithstanding the accounting losses, these regional investments are
anticipated to create long-term shareholder value by diversifying and
scaling our businesses. They allow us to amortise the cost of content
over more than one market, making our creative efforts more viable
and allowing us to aspire to even greater quality. We expect these
investments to be funded through internally-generated funds and
borrowings without impacting our ability to pay dividends.
ASTRO ALL ASIA NETWORKS p lc 21
BUSINESS AND FINANCIAL REVIEW
FINANCIAL PERFORMANCE
Group revenue rose 17% to RM2.60 billion as subscription and
advertising sales improved. The revenue rise lifted earnings before
interest, tax, depreciation and amortisation (EBITDA) for the year to
RM557 million from RM528 million a year earlier. However, the rise in
revenue was partially offset by rises in content cost and expenses due
to activities related to customer acquisition and growth, resulting in an
EBITDA margin of 21% versus 24% in the previous year.
Capital expenditure for the year increased to RM208 million from RM96
million in FY2007 due primarily to the upgrading of our existing All
Asia Broadcast Centre facility in Kuala Lumpur, improvements to our
IT systems and the start-up of new channels. This refreshing of our
systems and equipment ensures that we remain on the cutting edge of
broadcast technology and allows us to plan for additional services in the
future at a low marginal cost.
The balance sheet remained healthy in the year with RM987 million
of cash as at end-January. To improve the effi ciency of the capital
structure, the Group entered into a syndicated term and revolving
facilities agreement in March 2008. The facilities comprise U.S. dollar
commitments and a proposed ringgit term loan facility, which will total
up to US$300 million. Funds made available under these facilities,
together with the cash and US$85 million available via another existing
facility, provide the Group with ample funds at its disposal for current
and future businesses.
Active foreign exchange hedging continued during the year to manage
exposures related to the purchase of set-top boxes. Overall, the rise of
the ringgit against the U.S. dollar has benefi ted the Group. During the
year, the Group realised foreign exchange gains of RM15 million.
The Group’s effective tax rate is higher than the Malaysian statutory
tax rate due to losses from foreign subsidiaries, associates, overseas
investments and certain local subsidiaries which were not available for
tax relief at the Group level and additional deferred tax charge from
the restatement of deferred tax following the lowering of the Malaysian
statutory tax rate for 2009 to 25% from 26%.
Dividends declared for the fi nancial year ended 31 January 2008
totalled 10 sen a share, or RM193 million, versus 7 sen a share or
RM135 million in the previous year. The Group remains committed to
a progressive dividend policy targeting 50% of earnings of the existing
operations and will revisit the payment of dividends on a quarterly
basis.
The government has replaced the full imputation system for dividend
payment with the Single-Tier Tax system effective from the year of
assessment 2008. Companies with Section 108 credit balances are
allowed to make an election to use their section 108 balances, for
distribution of franked dividend during the transitional period from
1 January 2008 until 31 December 2013, subject to them meeting
certain conditions. Having evaluated the potential impact of the Single-
Tier Tax System for dividends, the Group has decided it will retain the
incumbent imputation system until 31 December 2013, or such time
when all its Section 108 credit balances are exhausted, whichever is
earlier. This decision will not have any adverse impact on the Group’s
dividend policy.
CLOSING REMARKS
Prospects for growing the Malaysian TV and radio operations remain
bright. In addition, we look forward to working with partners in the media
and ancillary industries to broaden and deepen our content offerings,
and leverage evolving technologies and new-media platforms to expand
our presence in Malaysia and beyond.
At the same time, we continue to seek opportunities to build on our
extensive cross-media and broadcast expertise and our experience in
serving a multi-lingual, multi-ethnic audience, to realise the potential for
the TV, radio and content development businesses in India, Indonesia,
Brunei and the rest of Asia.
Prospects for
growing the
Malaysian TV and
radio operations
remain bright.
22 ASTRO ALL ASIA NETWORKS p lc
ASTRO ALL ASIA NETWORKS p lc 23
Risk Factors
The Group’s Enterprise Risk Management (ERM) framework has two
main aims – to identify the types and levels of risks, and to ensure
the company’s preparedness and ability to face them. Risks, whether
they emerge individually, or in combination, could signifi cantly affect
the Group’s fi nancial performance, and should be carefully considered
with any forward-looking statements in this Annual Report. Key risks
for the Group – as summarized below - are by no means all inclusive.
The ERM framework is based on industry best practices and standards
of corporate accountability plus prudent risk management practices
and acceptable control standards as defi ned by our regulators.
POLITICAL AND REGULATORY
The Group operates in an industry that is subject to a broad range of rules
and regulations put in place by various governing bodies and relevant
authorities. Consequently, the Group emphasises strict compliance.
The Group also constantly keeps up with all relevant developments and
is in regular contact with governing authorities.
FOREIGN ASSOCIATES
The Group has invested in foreign ventures and operates in overseas
jurisdictions and faces risks of unexpected changes in laws, regulations,
licensing, taxation and currency repatriation policies. In its overseas
joint-ventures and partnerships, the Group may have limited control
over management, operations and performance, thereby reducing its
ability to manage related risks. Nevertheless, the Group constantly
evaluates the risks at hand and ensures mitigation plans are in place.
SERVICES AVAILABILITY
The Group relies on a wide range of systems, including the MEASAT-3
satellite and broadcast equipment, to deliver a high-quality service.
The Group continually reviews and enhances its systems and their
interconnectivity to minimise service interruption. Business continuity
plans have been implemented in the Group, and are reviewed and
selectively tested on a quarterly basis. At the same time, the Group
is working with its satellite provider to mitigate risks of a loss of
transponders. The Group has since 2006 established two broadcast
centres to facilitate redundancy capacity.
COMPETITION
Competition can range from other leisure activities that compete for the
customers’ wallets to existing media and telecommunications players
which may offer appealing products and services, and technology
developments that may result in consumers deriving content from
alternative sources such as broadband video and IPTV. The Group
is cognisant of critical industry developments and considers key
performance indicators such as ratings and viewership in its product
planning and development.
PROCURING EXCLUSIVE
AND COMPELLING CONTENT
Content, particularly local content, is key for customer acquisition and
retention. The rights to and pricing of third-party content are subject
to periodic negotiation and re-pricing may exceed budget projections.
Thus, the Group constantly explores opportunities to develop proprietary
content and works closely with key programme providers while
diversifying its sources of third-party content.
TECHNOLOGY AND INNOVATION
Technology and innovation are critical to our business and industry.
The Group keeps abreast of the latest industry trends and has upgraded
its facilities to enhance security and preparedness amid the emergence
of new technologies. The Group has also taken steps to reduce technical
and operations disruptions while ensuring its systems remain current
and relevant through continuous maintenance and system upgrades.
HUMAN RESOURCES
Our human resources are crucial to our business strategy formation and
execution. Inadequate resources and brain drain are challenges which
the Group tries to mitigate by hiring the best, and providing attractive
performance-based rewards and a safe and healthy work environment.
Competency-based training has also been put in place while succession
planning has been implemented for key functions in the Group.
REPUTATION AND PUBLICITY
The Group’s actions, talents and brands are constantly in the public
eye. The Group advocates corporate responsibility through programmes
that focus on human development, education and nurturing of our
youth. The Group also actively engages with the public via dialogue with
community groups, interest groups and government bodies.
Enhancing customer service continues to be a key focus. The number of customer service offi cers was
considerably beefed up, with intensive training held throughout the year to upgrade skills and product
knowledge. During the year, fi ve more customer service centres – in Alor Star, Kuala Terengganu, Seremban,
Sibu and Tawau - were added, bringing the total to 17 and allowing us to better serve our customers in
smaller towns and semi-urban centres where most of the growth in customers is expected.
From December, customers were treated to the entertainment magazine AstroView which complements
the substantially expanded Astro TV service. At the same time, we kept up efforts to fi ll content gaps.
For instance, the Astro HUA HEE DAI channel was rolled out for Hokkien-dialect speakers and complements
other Astro-packaged Chinese-language channels. Astro HUA HEE DAI and other Chinese-language content
to come, as well as high-impact marketing ground events featuring local and foreign artistes, will underpin
growth in the Chinese-speaking customer segments.
strengtheningrelationships
Courtesy of National Geographic Channels International
24 ASTRO ALL ASIA NETWORKS p lc
Courtesy of Action Images/Reuters
televisio
n“Customers are vital to our business. Everything that we do
is aimed at improving the customer experience. We are constantly
looking for ways to enhance our customer service, our content
offering, to make it easier for our customers to interact with us…
the list is endless.” ROHANA ROZHAN Chief Executive Offi cer, MEASAT Broadcast Network Systems (Astro TV)
ASTRO ALL ASIA NETWORKS p lc 25
increasingdiversity
26 ASTRO ALL ASIA NETWORKS p lc
We expanded our services through the year, giving customers greater fl exibility and choices through new
products, enhanced channel line-ups and packaging options. We now have 27 Astro channels including
Astro AWANI, Malaysia’s international news and information channel with a local perspective and Astro
OASIS, the country’s fi rst family channel that refl ects niche cultural and lifestyle programming.
Astro On Demand debuted in July 2007, providing die-hard Cantonese drama fans with TVB serials as
they are released in Hong Kong, to be viewed at their convenience while four additional channels were
introduced for our Indian-speaking communities. As well as more international offerings, we also stepped
up efforts to localise content with over 12,000 hours of subtitling done. To the delight of young local fans,
the Disney hit movie High School Musical 2 was broadcast with English and Malay-language tracks.
In 2007, ASTRO brought the journey of Malaysia’s fi rst Angkasawan, or astronaut, live to the nation’s
television screens. ASTRO also provided over two weeks, a special ANGKASA 1 channel that featured the
live telecast of the space shuttle take-off and other interesting space travel programmes.
televisio
nASTRO ALL ASIA NETWORKS p lc 27
Our learning and infotainment channels continue to be the key drivers for customer growth. Following
enthusiastic response to our home-grown kids infotainment channel Astro CERIA, Astro launched two more
channels for children, Astro XIAO TAI YANG in Mandarin and Chutti TV in Tamil. Astro XIAO TAI YANG builds
on the success of Astro CERIA. Launched in September 2006 to fi ll the Malay-language learning content gap,
Astro CERIA today is the mostly widely-watched children infotainment channel.
On-ground events such as road-shows featuring local and foreign artistes and community events have
become an effective way to reach new audience and promote additional channels. Among these were
road-shows to promote Astro XIAO TAI YANG and Astro HUA HEE DAI in Penang and Johor as well as the
Merdeka celebration concerts across the nation. As a result of our on-ground marketing and promotion
activities, our direct sales team now accounts for half of sign-ups, from just 30% four years earlier.
televisio
n
Courtesy of CCTV
28 ASTRO ALL ASIA NETWORKS p lc
Courtesy of Chutti TV
growingviewership
ASTRO ALL ASIA NETWORKS p lc 29
“We always strive for the best – in terms of our facilities,
content, technology and most importantly, our people.
That’s how we’ve grown. And that’s how we will
keep on growing.”DATO’ BORHANUDDIN OSMAN Executive Director, Airtime Management & Programming (AMP Radio Networks)
radio
30 ASTRO ALL ASIA NETWORKS p lc
Our eight terrestrial FM radio stations retained top spots across vernacular and English-language markets with 10.6 million
listeners tuning in each week. ERA was the top station nationwide for the 7th straight year while MY FM was the most popular
Chinese-language station in the country, THR Raaga the most popular Tamil station and hitz.fm remained Malaysia’s top station in
the English-language market. A total 17 digital radio channels are also broadcast over the DTH platform.
To bring our on-air relationship with the listeners closer to the ground, we held events such as MY FM’s non-stop 50-hour outdoor
broadcast in the heart of Kuala Lumpur’s shopping district and the Live & Loud Concert where six of our eight radio stations were
offi cial partners. During the year, our radio stations also worked together with highway operators to help ease congestion by
broadcasting recommended staggered travel times.
sustainingleadership
ASTRO ALL ASIA NETWORKS p lc 31
con
ten
tOur content development efforts accelerated over the year to meet demands of our ever-
evolving customer base. The generation of local content, particularly for the Malay-speaking
population, was a major focus. The unit broadcast 3,900 hours of fi rst-run original local
content in the fi scal year, more than double of the previous year. These include signature
programmes such as comedic talent show Raja Lawak, drama serial Cinta dan Keadilan and
the highly popular reality talent show Akademi Fantasia, which is already in its sixth season.
Dance was the rage among viewers as we rolled out new signature programmes such as Sehati
Berdansa where celebrity couples tried to out-do each other at anything from ballroom dancing
to the traditional joget. It drew nearly 1 million viewers during its December 2007 fi nals, the
highest achieved for an Astro RIA programme in the fourth quarter, and was one of the top 20
programmes broadcast on the Astro platform during the year. A street-dance contest Battleground
debuted in October on Astro WAH LAI TOI while the Aattam 100 Vagai group dance competition
went international for the fi rst time in its third season. In recognition of our creative talent,
our production unit picked up 10 awards at the Sixth Oskar Awards 2007 organised by the
Film Workers Association of Malaysia.
deliveringvariety
32 ASTRO ALL ASIA NETWORKS p lc
“Content is what drives subscriber numbers
– but not just any content. It has to be compelling.
It has to be relevant. And most importantly,
it has to be unique.”ZAINIR AMINULLAH Executive Director, Astro Entertainment
ASTRO ALL ASIA NETWORKS p lc 33
malay fi lmed entertainment
Tayangan Unggul continues to push the envelop for Malay fi lm production with Kala Malam
Bulan Mengambang, Malaysia’s fi rst black-and-white neo-noir movie in over 30 years, while
Anak Halal, a gritty fi lm about street-kids in metropolitan Kuala Lumpur, won fi ve awards at
the Oskar Awards 2007 and chalked up some RM1.7 million in box offi ce sales.
con
tent
ASTRO ALL ASIA NETWORKS p lc 35
celestial pictures multimedia interactive technologies
Celestial Pictures made progress in growing its range of products and making inroads into
mainland China. Beautiful Life, a major TV drama investment, drew the fourth-highest TV
rating among all drama series in the Shanghai area in 2007.
In the fi lm distribution area, Celestial distributed hits such as Jackie Chan’s blockbuster Rush
Hour 3, Quentin Tarantino’s Death Proof¸ and the epic box-offi ce smash Golden Compass.
The Multimedia Interactive Technologies unit continued to grow and enhance its offerings
across new media such as mobile, interactive television and the Internet. Murai.com.my,
an entertainment portal, was launched in November 2007 allowing celebrities and users to
interact and network via blogs, photo and video galleries, contests and events. Our online
properties continued to draw a credible audience, with an average of 1.1 million unique
visitors monthly.
34 ASTRO ALL ASIA NETWORKS p lc
Courtesy of Media Asia Distribution Ltd
“Our CR Framework is tailored to generate a positive change in all aspects of
the Malaysian community today – environmental, economic and social
– with the hope of shaping a more wholesome society for tomorrow.”
ROHANA ROZHAN Chief Executive Offi cer, MEASAT Broadcast Network Systems (Astro TV)
inspiringsustainability
Corporate Responsibility
36 ASTRO ALL ASIA NETWORKS p lc
ASTRO ALL ASIA NETWORKS p lc 37
CORPORATE RESPONSIBILITY
As a leading media player, we believe that we are well-placed to
nurture and support the community from which we draw talent, ideas,
our customers, employees, and in turn, ensure sustainability of our
business. Integrity, professionalism, fairness and ethical treatment are
qualities we value in our dealings with our stakeholders. As embodied
in our “One Astro” motto, Astro aims to be Number One in terms of the
customer experience, the viewing choices we offer, and as an employer.
As a responsible company, we believe that we also have a role to play
in protecting our fragile environment for future generations. Our code
of ethics and corporate governance standards are accordingly shaped,
and continually refi ned, to institutionalise these guiding principles into
our businesses practices and activities.
SUPPORTING THE COMMUNITY
The broadcast and entertainment industry relies heavily on fresh ideas
and new talent, which is why supporting the community, particularly
youths and those involved in the performing arts, is a key part of
ASTRO’s corporate responsibility programme. Apart from fi nancial
support, we have also generously provided airtime across our various
media platforms to raise public awareness for the needy and other
worthy causes among our subscribers and listeners. In FY2008, ASTRO
provided a total of almost two hours of community and public service
announcements each day across its available television channels while
broadcasts of similar announcements across the Group’s eight radio
stations totalled over six hours a day. We have also proven our ability to
match entertaining programmes with charity, the most recent of which
was the well-received Sehati Berdansa dancing competition where
the favourite charities of winning participants would receive certain
donations.
One of the new initiatives the Group launched during the year to nurture
innovation in the performing arts was its sponsorship of the Australian
National Institute of Dramatic Arts short courses programme for 48
youths on script writing, screen acting and screen direction. In 2006, the
Astro Scholarship Awards were initiated to support deserving individuals
pursuing undergraduate and graduate degrees in areas related to
media and broadcasting. The Astro Scholarship programme has to date
funded 25 young people in their pursuit of their academic dreams at
reputable universities worldwide. ASTRO further extended its support of
education when it gave out the fi rst ASTRO – 4As Scholarship Award
in support of individuals, nominated by the Association of Accredited
Advertising Agents Malaysia (4As), reading advanced degrees in fi elds
related to brand and marketing communications.
As a company that invests heavily in original programming, we believe
that many young performers deserve help in staging their projects or
improving their skills. In its second year in 2007, the Krishen Jit-ASTRO
Fund supported four grantees in their respective projects - a visual arts
exhibition, a 90-minute movie, a music CD compilation showcasing
Malaysian compositions and to facilitate research for a theatre project.
To date, seven individuals have received grants from the Fund.
ASTRO is a company with Malaysian roots. Together with the nation, we
celebrated the 50th anniversary of Merdeka in 2007 with a plethora of
activities. These included the ‘Super 50 Party’ concerts and musicals
held nationwide, and special programmes such as Anak Gemilang
Malaysia and My Roots. ASTRO also proudly devoted an entire channel
for two weeks to document and track Malaysia’s fi rst Angkasawan, or
astronaut, as he embarked on a historic space journey in October 2007.
During the year, we strongly supported technological achievements with
the Astro TechnoloGenius Campaign and the Nextgen Contentpreneur
Awards. The Astro TechnoloGenius Campaign 2007 was conceived as a
search for Malaysia’s most innovative technological ideas conceptualised
by youths. Partnering XPRESI of Indonesia, the campaign received a
38 ASTRO ALL ASIA NETWORKS p lc
CORPORATE RESPONSIBILITY
special ASEAN TAYO (Ten Accomplished Youth Organisations) award
in November 2007 from the Committee for ASEAN Youth Cooperation
(CAYC), the coordinating body for national youth councils in the ASEAN
region. In collaboration with the Malaysian Communications and
Multimedia Commission and MSC Malaysia, we launched the Nextgen
Contentpreneur Awards which aims to reward tertiary students for
content excellence in categories such as short content, documentary,
music video, website and animation.
Over the years, ASTRO has also supported culture and heritage through
collaboration with national organisations such as leading charity
foundation, Yayasan Budi Penyayang, to promote Malaysian Batik, or
through fi nancial contributions to the arts scene such as to the Kuala
Lumpur Performing Arts Centre, the Sutra Dance Theatre, the Five
Arts Centre and Dramalab. In addition, ASTRO brought in professional
musicians from India to hold train-the-trainers’ sessions to deepen the
skills of local musicians of all ethnic backgrounds under the Indian Music
Training Programme. In recognition of these efforts, ASTRO was one of
two companies to receive an Honourable Mention for Outstanding Work
in the Culture and Heritage category of the Prime Minister’s Corporate
Social Responsibility Awards 2007.
Sports lies close to the heart of most Malaysians and as a Malaysian-
based company, ASTRO is no different. The Group actively supports
sports through its sponsorship arrangements with the Olympic Council
of Malaysia, beginning in 2004 and which continues to the Beijing
Olympics this year.
ENABLING THE EMPLOYEE
ASTRO is committed to developing the full potential of each of its
employees through a comprehensive training programme while
ensuring fair compensation and a healthy and safe environment. At the
same time, ASTRO believes in helping its employees reach out to the
underprivileged and the marginalised. As at 31 January, 2008, ASTRO,
and its subsidiaries in Malaysia, India and China, employed 3,432 men
and women of different ethnicities, ages and skill levels.
“The Spirit of One ASTRO” programme is the linchpin of our Human
Capital Development Programme. The one-day programme seeks to
align employees toward common goals of organisational growth and
overcoming business challenges, and is completed ahead of other
competency-based development programmes. During the year, 1,361
or over a third of our employees experienced “The Spirit of One ASTRO”
while 1,061 went through competency-based training.
During the fi nancial year under review, the Graduate Management
Development programme was launched to develop high-potential new
recruits. Over a 12-month structured development programme, the fi rst
batch of seven men and women were coached, mentored and given
opportunities to work in different parts of the company.
The Group encourages staff interaction and feedback through both
formal ways – such as our biennial employee opinion surveys and town
hall meetings – as well as informal means including staff newsletters, the
sports club and so on. Following feedback from the staff, dental treatment
was introduced as an employee benefi t. Yearly events organised for
the staff include the ASTRO Fest, a day-long carnival where employees
and their families let their hair down, relax, and enjoy food, games and
entertainment within the All Asia Broadcast Centre. Free health checks,
discounted shopping, meal subsidies and a feeder bus service are among
other benefi ts employees enjoy at ASTRO. Employees also are provided
with ample opportunities to participate in activities aimed at helping the
community. During the year, three blood donation drives were held at
ASTRO, with over 200 employees coming forward in the latest exercise
in March.
ASTRO ALL ASIA NETWORKS p lc 39
UPHOLDING CORPORATE GOVERNANCE
ASTRO is committed to maintaining high standards of corporate
governance. The Group has a clearly-defi ned Code of Business Ethics
and Code of Conduct with an over-riding objective of upholding
transparency, accountability and integrity in its policies and procedures.
We continue to seek ways to enhance our relationship with all
stakeholders including shareholders, the government and government
agencies, the media, non-governmental organisations and interest
groups. As a result of our efforts, the Group was ranked 12th among
300 Malaysia-listed companies in a 2007 corporate governance survey
by the Minority Shareholder Watchdog Group. (For more details, please
see the Risk Factors statement on page 23, the Corporate Governance
Statement on page 41, the Statement of Internal Controls on page 48,
the Directors’ Report on page 52 and the Auditor’s Report on page 56.)
SUSTAINING THE ENVIRONMENT
As a company with its main operations in richly bio-diverse Malaysia,
ASTRO has consciously played a part in protecting the environment,
both directly and indirectly.
ASTRO supports recycling efforts and encourages its pay-television
subscribers to return faulty decoders when they buy new ones.
Decoders that can be repaired are then refurbished and reconditioned
so that they can be re-used while those beyond repair would be
scrapped and useable parts re-processed. Films and beta tapes and
other similar materials are disposed by an appointed vendor every two
months, the bulk of which are re-processed into recyclable plastic. Used
paper materials and unsold copies of our magazines and Astro View are
collected via a centralised system and sent to a designated recycling
plant.
CORPORATE RESPONSIBILITY
ASTRO is committed to maintaining
high standards of corporate governance.
We continue to seek ways to enhance
our relationship with all stakeholders
including shareholders, the government
and government agencies, the media,
non-governmental organisations
and interest groups.
Corporate GovernanceCorporate Governance Statement 41
Audit Committee Report 46
Statement on Internal Control 48
40 ASTRO ALL ASIA NETWORKS p lc
ASTRO ALL ASIA NETWORKS p lc 41
Corporate Governance Statement
Corporate Governance sets out the framework and process by which
institutions, through their board of directors and senior management,
regulate their business activities. These principles balance safe and
sound business operations while complying with relevant laws and
regulations.
Your Board is fully committed to maintaining high standards of
corporate governance to safeguard and promote the interests of the
shareholders and to enhance the long term value of the Group. To
this end, it has adopted a set of Corporate Governance Guidelines to
govern its conduct within the spirit of the Malaysian Code on Corporate
Governance (“Code”) and the Listing Requirements of Bursa Securities.
The Board has approved this statement and is of the opinion that it
has, in all material respects, complied with the principles and best
practices outlined in the Code for the financial year ended 31 January
2008. In addition, the Board has continued to adhere to the principles
recommended in the United Kingdom Combined Code of the Principles
of Good Governance and Code of Best Practice where applicable to the
circumstances of the Group as described in this report.
1. THEBOARD
The Board has adopted the following six responsibilities in the
discharge of its stewardship, which are also set out in the Directors’
Manual:
• Review and adopt strategic plans for the Group
• Oversee the conduct of the Group’s businesses to evaluate
whether the businesses are properly managed
• Identify and manage principal risks
• Succession planning of senior management
• Develop and implement an investor relations programme
• Review the adequacy and integrity of the internal control and
management information systems
The Board provides the Ieadership necessary to enable the Group’s
business objectives to be met within a framework of internal
controls while ensuring that the interests of the shareholders are
safeguarded. During the financial year under the review, the Board
has reviewed and adopted a 3-year strategic plan that will set the
Group’s business direction in order to meet its objectives. The
Board has also on a regular basis reviewed the performance of the
Group and individual businesses, risk management procedures,
key controls, corporate governance standards and adequacy of
human resources as well as conducted investor briefings.
1.1 CompositionandBalance As at 31 January 2008, your Board comprised four Non-Executive
Directors including the Chairman, and one Executive Director.
Three of the four Non-Executive Directors are independent, which
is higher than the minimum prescribed in the Code and the Listing
Requirements. The Board considers that the balance achieved
between Executive and Non-Executive Directors during the financial
year under review was appropriate and effective for the control
and direction of the Group’s business. The Board is also of the
opinion that the Board composition during the year under review
had fairly represented the ownership structure of the Company
with appropriate representations of minority interest through the
Independent Directors.
The roles of the Non-Executive Chairman, Executive Deputy
Chairman and the Chief Executive Officer have been distinguished,
with a clear division of their responsibilities to ensure that there
is a balance of power and authority. The Chairman is responsible
for ensuring Board effectiveness and conduct whilst the Executive
Deputy Chairman is responsible for providing leadership and
advancing relationships with regulators and stakeholders. The Chief
Executive Officer assumes overall responsibility over the operating
units, organisational effectiveness, formulation of strategies and
implementation of Board policies and decisions. On 25 January
2008, the Board announced the resignation of the Chief Executive
Officer with effect from 15 April 2008. Pending a new appointment,
the Executive Deputy Chairman has taken on also the responsibilities
of the chief executive officer with effect from 15 April 2008.
The Independent Directors play a pivotal role in corporate
accountability and provide unbiased and independent views
and judgement to the Board’s deliberation and decision making
process, which is reflected in their membership of the various
Board Committees and their attendance of meetings as detailed
below. In addition, the Non-Executive Directors ensure that matters
and issues brought up to the Board are fully discussed and
examined, taking into account the interest of all stakeholders. The
profiles of the members of the Board, as set out on Pages 12 to 13
of this Annual Report, demonstrate the complement of skills and
experiences that the Directors are able to bring to bear on issues
of strategy, performance, control, resource allocation and integrity.
1.2 AppointmentstotheBoard In compliance with the Code, the Nomination and Corporate
Governance Committee has the responsibility of proposing new
candidates for appointment to the Board.
One-third of the Directors are subject to re-appointment by rotation
at every Annual General Meeting in accordance with the Company’s
Articles of Association. Re-appointments are not automatic and all
Directors must retire and submit themselves for re-appointment
by shareholders at least once in every three years. Pursuant to the
Listing Requirements, each member of the Board holds not more
than ten directorships in public listed companies and not more
42 ASTRO ALL ASIA NETWORKS p lc
than fifteen directorships in non-public listed companies. This
ensures that their commitment, resources and time are focused
on the affairs of the Group to enable them to discharge their
duties effectively. Your Directors are in full compliance with this
requirement.
1.3 Training Your Board fully supports the need for its members to continuously
enhance their skills and knowledge to keep abreast with the
developments in the economy, industry and technology, among
others. It is regularly updated on new statutory and regulatory
requirements relating to their duties and responsibilities as
Directors.
All the Directors have attended seminars during the financial year
and they are kept informed of available training programmes on
a regular basis. An appropriate budget is in place for Directors’
training. Among the seminars attended by one or more Directors
during the financial year include:
• Trends and Disruptions in the Digital TV Space, Customer
Lifecycle Management, Opportunity at the Confluence of Telco
and TV
• Briefings on Directors’ Responsibilities and Recent
Amendments to the Companies Acts in Malaysia and the
United Kingdom
• Improving Board of Directors’ Performance, Leadership &
Governance
• Making Corporate Boards More Effective
• Developments in Broadband and IPTV
• Corporate Social Responsibility
In addition, the Directors receive briefings and updates on the
Group’s businesses and operations, risk management activities
and technology initiatives on a regular basis.
1.4 SupplyofInformationandBoardMeetings Your Board has full and unrestricted access to all information
pertaining to the businesses and affairs of the Group as well
services of the Company Secretary, to enable them to discharge
their duties effectively. The Board may also seek external
independent professional advice at the Group’s expense.
The Board meets at least every quarter and on other occasions, as
and when necessary, to inter-alia approve quarterly financial results,
statutory financial statements, the annual report, business plans
and budgets as well as to review the performance of the Company
and its operating subsidiaries, governance matters and other
business development activities. Senior Management and external
advisors are invited to attend the Board and Board Committees
meetings to advise on relevant agenda items to enable the Board
and its committees to arrive at a considered decision. Prior to Board
or Board Committees meetings, the Directors receive a formal
agenda and a comprehensive set of board papers encompassing
management reports on financial and operating performance,
minutes of Board meetings, reports on risk management, proposal
papers and supporting documents to enable the Directors to review,
appraise or obtain further information, if necessary on the agenda
items to be discussed. In addition to quantitative information, the
Directors are also provided with updates on other areas such as
market developments, customer, risk management and technology.
The Company Secretary attends all Board and Board Committees
meetings and ensures that accurate and proper records of the
proceedings of the meetings and resolutions passed are kept.
Minutes of every Board meeting are circulated to all Directors for
their perusal prior to confirmation, in order to provide an opportunity
to the Directors to clarify or raise comments on the minutes prior to
the confirmation of the minutes.
The attendance record of individual Directors at Board and Board
Committee meetings for the financial year ended 31 January 2008
is detailed below:
Directors Board BoardCommittees
Audit
NominationandCorporateGovernance Remuneration Option
Number of meetings during the financial year 5 5 1 5 1
Dato’ Haji Badri Haji Masri 5/5 n/a n/a n/a n/a
Ralph Marshall 5/5 n/a n/a n/a 0/1***
Bernard Anthony Cragg 5/5 5/5 1/1 n/a n/a
Dato’ Mohamed Khadar Merican* 4/5 4/5 1/1 5/5 1/1
Chin Kwai Yoong** 5/5 5/5 1/1 5/5 1/1
* redesignated on 1 March 2007 and remains as member of the Remuneration Committee
** appointed as Chairman of the Remuneration Committee on 1 March 2007
*** did not attend as he was interested and was required to abstain from voting
CORpORATE GOvERNANCE STATEmENT
ASTRO ALL ASIA NETWORKS p lc 43
1.5 BoardCommittees To ensure the effective discharge of its fiduciary duties, the Board
has delegated specific responsibilities to the following four Board
Committees. The Board Committees will deliberate in greater detail
and examine the issues within their terms of reference as set out
by the Board and make the necessary recommendations to the
Board which retains full responsibility.
AuditCommittee Composition of the Audit Committee, its terms of reference and a
summary of its activities are set out on Pages 46 and 47 of this
Annual Report.
NominationandCorporateGovernanceCommittee This Committee is primarily responsible for recommending
appointments to the Board and Board Committees. In March 2007,
the Board appointed Chin Kwai Yoong as the Chairman of the
Remuneration Committee and member of the Option Committee
based on the recommendation of this Committee.
In addition, there is in place a framework for Directors to evaluate
the effectiveness of the Board, the Board Committees and the
contribution and performance of each individual Director. The
chairman of the Nomination and Corporate Governance Committee
assumes overall responsibility for the assessment process and
the findings are reported by the chairman and discussed with the
Directors. The assessment of the chairman of this Committee is
addressed by the Chairman of the Board. The assessment of the
Chairman of the Board is led by the Non-Executive Directors who
are led by the Senior Independent Director.
The assessments in respect of the financial year ended 31 January
2008 concluded that the Board, Board Committees and individual
Directors contributed effectively to the overall operations and
review of the Group’s affairs. The Board is also of the opinion that
the Directors seeking re-appointment at the forthcoming AGM have
continued to give effective counsel and commitment to the Group
and accordingly should be re-appointed.
Members of the Nomination and Corporate Governance Committee,
all of whom are independent Non-Executive Directors, are:-
• Dato’ Mohamed Khadar Merican (Chairman)
• Bernard Anthony Cragg
• Chin Kwai Yoong
RemunerationCommittee This Committee is primarily responsible for reviewing and
recommending the appropriate level of remuneration for the Non-
Executive Directors, Executive Deputy Chairman and Chief Executive
Officer. In respect of the financial year ended 31 January 2008,
the Committee has evaluated the performance of the Executive
Deputy Chairman and Chief Executive Officer based on agreed
performance targets set by the Board and made recommendations
on their performance bonuses for the Board’s approval.
Members of the Remuneration Committee, all of whom are
independent Non-Executive Directors, are:-
• Chin Kwai Yoong (Chairman) who was appointed on 1 March
2007
• Dato’ Mohamed Khadar Merican
OptionCommittee This Committee is primarily responsible for administering the
Company’s 2003 Employee Share Option Scheme and 2003
Management Share Incentive Scheme in accordance with the
approved bye-laws and regulations, including selection of eligible
employees and option allocations. It also reviews the guidelines
and bye-laws relating to the schemes and advises the Board
accordingly.
Based on the recommendation of the Option Committee, the Board
had during the financial year under review approved the vesting
of a substantial number of share options pursuant to the 2003
Management Share Incentive Scheme to senior management
personnel in accordance with the overall performance of the
Company against the performance targets set by the Board.
The Option Committee also reviewed and made the necessary
recommendations to the Board for approval of the quarterly grant
of share options pursuant to the 2003 Employee Share Option
Scheme. The allocation of options to eligible employees to ensure
compliance with the bye-laws of the 2003 Employee Share Option
Scheme was also reviewed by the Audit Committee in accordance
with the Listing Requirements.
Members of the Option Committee are:-
• Dato’ Mohamed Khadar Merican (Chairman)
• Ralph Marshall
• Chin Kwai Yoong
1.6 Directors’Remuneration RemunerationPolicy The Board believes that remuneration should be sufficient to
attract, retain, motivate and incentivise Directors of the necessary
calibre, expertise and experience to lead the Group. In line with
this philosophy, remuneration for the Executive Director is aligned
to individual and corporate performance based on agreed key
performance indicators set by the Board. For Non-Executive
Directors, the level of remuneration reflects the experience and
level of responsibilities shouldered by the respective Directors.
The Remuneration Committee recommends the policy framework
and is responsible for assessing the compensation package for the
Executive Deputy Chairman as well as the Chief Executive Officer.
The remuneration of the Executive Deputy Chairman and Chief
Executive Officer consists of salary, bonus, benefits-in-kind and
share options respectively. The Company also contributes to the
employee provident fund for the Executive Deputy Chairman.
CORpORATE GOvERNANCE STATEmENT
44 ASTRO ALL ASIA NETWORKS p lc
Remuneration for Non-Executive Directors is determined by
the Board as a whole. Individual directors do not participate in
determining their own remuneration package. The Board, subject
to a maximum sum as authorised by the Company’s shareholders,
determines fees payable to Non-Executive Directors. Non-
Executive Directors are also entitled to meeting allowances and
reimbursement of expenses incurred in the course of their duties
as Directors. Non-Executive Directors are not entitled to share
options in the Company.
ElementsofRemunerationofExecutiveDirector The Executive Director, Ralph Marshall’s remuneration package is
based on the following elements:
• Monthly executive stipend
• Annual discretionary cash incentive and share options as
recommended by the Remuneration Committee and approved
by the Board
• Defined contribution plan, benefits in kind and other
allowances
• A fully maintained company car and driver, medical coverage
for the Executive Director and his family, and social club
memberships
• A one-off contract renewal fee
Under the Executive Director’s service contract, the term of office is
fixed for 3 years, up to 2009, subject to renewal, with a contractual
notice of termination of not less than 12 months. There are no
express contractual terms providing for compensation in the event
of early termination of his appointment.
ElementsofRemunerationofNon-ExecutiveDirectors The remuneration structure is as follows:
• Fees for duties as Directors and additional fees for undertaking
responsibilities as Chairman or member of Board Committees
• Meeting allowances
The Chairman of the Board is entitled to a fixed car allowance and
the services of a driver.
Details of Directors’ remuneration for the financial year ended
31 January 2008 are set out below:
CORpORATE GOvERNANCE STATEmENT
AggregateRemuneration
Fees(RM’000)
OtherEmoluments*
(RM’000)ShareBased
Payment(RM’000)DefinedContribution
Plan(RM’000)Total
(RM’000)
Non-Executive
Dato’ Haji Badri Haji Masri 160 208 n/a n/a 368
Dato’ Mohamed Khadar Merican 119 43 n/a n/a 162
Bernard Anthony Cragg 414 65 n/a n/a 479
Chin Kwai Yoong 119 47 n/a n/a 166
Fees(RM’000)
SalaryandEmoluments**
(RM’000)ShareBased
Payment(RM’000)DefinedContribution
Plan(RM’000)Total
(RM’000)
Executive
Ralph Marshall n/a 2,516 384 353 3,253
Total 812 2,879 384 353 4,428
* Inclusive of allowances and/or benefits in kind.
** Inclusive of salary, bonus and benefits in kind.
ASTRO ALL ASIA NETWORKS p lc 45
AnalysisofRemuneration
RangeofRemunerationNo.ofDirectors
Executive Non-Executive
RM150,001 – RM200,000 - 2
RM350,001 – RM400,000 - 1
RM450,001 – RM500,000 - 1
RM3,250,001 – RM3,300,000 1 -
2. SHAREHOLDERSAND INVESTORS
2.1 CommunicationwithShareholdersandInvestorRelations The Board is committed to providing investors accurate, useful and
timely information about the Group, its businesses and its activities.
The Group regularly communicates with the investor community
in conformity with disclosure requirements. The Chairman and
Executive Deputy Chairman of the Board are representatives of
major shareholders and constant communication between them
and the rest of the Board ensures that views of these major
shareholders are known and understood. The Board believes that
clear and consistent communication with investors encourages
a better appreciation of the Company’s business and activities,
reduces share price volatility, and allows the Company’s business
and prospects to be evaluated properly.
To this end, the Board obtains regular feedback from key senior
management and the investor relations team who dialogue with
institutional investors on an ongoing basis throughout the year.
These dialogues include telephone conferences with analysts and
fund managers after the announcement of the Group’s quarterly
financial results and participation in non-deal road shows and key
investor conferences overseas. Pertinent information on the Group
is also available on the Company’s website at www.astroplc.com
and in the Annual Report.
The Group maintains strict confidentiality and employs best efforts
to ensure that no disclosure of material information is made on
a selective basis to any individuals unless such information has
previously been fully disclosed and announced to the relevant
regulatory authorities. With this philosophy in mind, the Board
views the AGM as the primary forum to communicate with
shareholders. The Company will convene its fifth AGM on 24 July
2008 during which shareholders will have the opportunity to direct
their questions to the Board. The Board encourages other channels
of communication with shareholders. For this purpose, the Board
has identified Dato’ Mohamed Khadar Merican as the Senior
Independent Director to whom queries or concerns regarding the
Group may be conveyed. Dato’ Mohamed Khadar Merican can be
contacted via the following channels:
Post : Dato’ Mohamed Khadar Merican
c/o Corporate Secretarial Department
3rd Floor, All Asia Broadcast Centre
Technology Park Malaysia
Lebuhraya Puchong-Sungai Besi
57000 Kuala Lumpur
Fax : (603) 9543-6877
E-mail : [email protected]
Investors may also direct their queries to:
Carolyn Lim, Senior Manager, Investor Relations
Tel : (603) 9543-6688
Fax : (603) 9543-6877
Email : [email protected]
CORpORATE GOvERNANCE STATEmENT
3. ACCOUNTABILITYANDAUDIT
3.1 FinancialReporting The Board is responsible for presenting a clear, balanced and
comprehensive assessment of the Group’s financial position,
performance and prospects each time it releases its quarterly
and annual financial statements to its shareholders. The Board is
responsible for ensuring that the financial statements give a true
and fair view of the results of operations and the financial state of
affairs of the Group.
The financial statements of the Group and Company are required
to be prepared in compliance with International Financial Reporting
Standards. The Statement of Directors’ Responsibilities is set out
on Page 55 of this Annual Report.
3.2 InternalControl The Statement on Internal Control provides an overview of the state
of internal controls within the Group and is set out on Pages 48 to
49 of this Annual Report.
3.3 RelationshipwiththeAuditors The Audit Committee’s role with respect to internal and external
auditors is described in the Audit Committee Report set out on
Pages 46 to 47 of this Annual Report.
46 ASTRO ALL ASIA NETWORKS p lc
Audit Committee Report
The Board is pleased to present the Report of the Audit Committee
(“Committee”) for the financial year ended 31 January 2008 in
accordance with Paragraph 15.16 of the Listing Requirements.
The Committee reviews and monitors the integrity of the Group’s
financial reporting process, in addition to reviewing the Group’s risk
management process and system of internal controls. It also reviews
the Group’s audit process, compliance with legal and regulatory
requirements, code of business conduct and any other matters that are
specifically delegated by the Board.
1. TERMSOFREFERENCE
The Committee is duly authorised by the Board to:
• review the Group’s significant accounting policies
• investigate any activities within its charter
• seek any information that it requires from any employee of the
Group and to be provided with full and unrestricted access to
such information
• maintain direct communication channels with the external and
internal auditors
• obtain external legal or independent professional advice if
necessary
• have access to the Group’s resources, at the Group’s
expense
• convene meetings with the internal and external auditors
without the executive members of the Committee, if
necessary
• recommend steps or proposed courses of action, where
required, to the Board on matters arising from the discharge
of the Committee’s duties and responsibilities
2. COMPOSITIONANDMEETINGS
The Committee comprises three Board members, all of whom
fulfill the qualifying criteria prescribed by the Listing Requirements
of Bursa Securities. Members of the Committee including its
Chairman are appointed by the Board on the recommendation
of the Nomination and Corporate Governance Committee. In
accordance with the Committee’s Charter, each member of the
Committee may serve for a period of up to three years, extendable
by no more than two additional three-year periods, so long as the
members continue to be independent.
The Committee is chaired by Bernard Anthony Cragg and current
members comprise Dato’ Mohamed Khadar Merican and Chin Kwai
Yoong, all of whom are independent Non-Executive Directors.
The Committee met five times during the financial year. Details
of members and their attendance at meetings are included on
page 42. The Group’s external auditors, senior members of the
Corporate Assurance Division (internal audit) and certain designated
members of senior management also attended the meetings at the
invitation of the Committee. The Company Secretary acts as the
Secretary of the Committee.
The Committee also met with the external auditors twice and
Corporate Assurance once in separate sessions during the
financial year without the presence of management. In addition,
the Committee members either collectively or individually met with
the external auditors and Corporate Assurance during the financial
year.
3. SUMMARYOFACTIVITIES
During the financial year ended 31 January 2008, the Committee
reviewed the statutory financial statements, quarterly financial
reports and any other related formal financial statements and
announcements of the Group for quality of disclosure and
discussed significant issues to ensure that compliance with
applicable approved accounting standards and legal requirements
were met. The Committee also reviewed the external auditors’
report on the Group’s statutory financial statements and quarterly
financial reports prior to making a recommendation to the Board
for approval and public release thereof.
The Committee had also performed an assessment of the external
auditors’ independence, objectivity and effectiveness, including
taking into consideration the provision of non-audit services by the
external auditors before recommending their re-appointment and
remuneration. The Group has a policy on the provision of audit and
non-audit services by the external auditors, the general principle
being that the audit firm should not be requested to perform non-
audit services that may impair the objectivity and independence
of the audit firm. An analysis of the audit and non-audit services
including the fees incurred is provided by the external auditors
and reviewed by the Audit Committee on a quarterly basis. The
Audit Committee has discussed the matter of audit independence
with the external auditors and is satisfied that the independence
of the audit firm is not impaired by the provision of the non-audit
services. The Audit Committee has also received and reviewed
written confirmation from the external auditors that they continue
to be independent and objective within the meaning of applicable
Malaysian and United Kingdom regulatory and professional
requirements.
ASTRO ALL ASIA NETWORKS p lc 47
AudIT COmmITTEE REpORT
The Committee verified the allocation of options to eligible
employees to ensure compliance with the bye-laws of the 2003
Employee Share Option Scheme during the financial year under
review. The Committee also reviewed the adequacy of its charter,
taking into account changes to the applicable laws, regulations,
auditing principles and best practices, as well as conducted
an ongoing self-assessment of its effectiveness in meeting its
responsibilities on a quarterly basis.
The Chairman of the Committee reports regularly to the Board
on the activities of the Committee. In addition to those described
above, other activities included:
FinancialReportingandCompliance• Review of matters relating to the accounting, auditing, financial
reporting practices and procedures of the Group.
RelatedPartyTransactions• Review any related party transactions entered into by the Group
to ensure that the transactions have been conducted on the
Group’s normal commercial terms and that the internal control
procedures relating to such transactions are sufficient.
RiskManagementandInternalControl• Review the enterprise risk management process implemented
by the Group and results of the process to facilitate the
identification, evaluation, monitoring and management of
risks.
• Review adequacy of the Group’s internal operational processes
to identify key organisational risks and the systems in place to
monitor and manage these risks.
• Review adequacy of the Group’s policies and procedures
relating to internal control, financial, auditing and accounting
matters such that it complies with our business practices.
InternalAudit• Review adequacy of the Corporate Assurance Charter and
effectiveness of Corporate Assurance.
• Review the plan, scope of the Corporate Assurance function
including the authority, impartiality, proficiency and adequacy
of competency and resources to carry out its function.
• Review results of its reports, findings and recommendations
and action taken on the recommendations.
• Review effectiveness and performance of audit staff and
approve appointment or termination of senior staff.
• Review the results of the external assessment performed on
the Corporate Assurance Division.
ExternalAudit• Nominate the firm to be retained as external auditors
after taking into consideration the terms of engagement,
independence of the firm and its remuneration for audit and
non-audit services.
• Review the external auditors’ audit plan, scope of annual audit
or other examinations including:
- the annual audit report and accompanying reports to
management.
- reports of their other examinations.
- assistance given by the Group and the Group’s employees
to the external auditors.
OtherResponsibilities• Review the management quarterly report on new laws
and regulations, material litigation and enterprise risk
management.
4. CORPORATEASSURANCE
The Group has an internal audit function, known as Corporate
Assurance, to assist the Committee in evaluating and improving
the effectiveness of risk management, control and governance
processes through a systematic and disciplined approach. The
Head of Corporate Assurance reports directly to the Chairman of
the Committee.
Corporate Assurance performs a variety of reviews such as
financial, operational and information systems audits. Other reviews
are also performed to ensure that the Group’s resources are
utilised effectively and efficiently. Additionally, Corporate Assurance
ensures that the Group’s activities comply with the relevant laws
and regulations, and that its interests in business transactions are
protected and assets safeguarded.
Corporate Assurance adopts a risk-based methodology in
planning and conducting audits by focusing on key risks auditable
areas. This approach is consistent with the Group’s established
framework for designing, implementing and monitoring of
its control systems. Corporate Assurance works closely with
the Enterprise Risk Management Division to monitor the risk
governance framework and the risk management processes of
the Group to ensure their effectiveness. Corporate Assurance also
undertakes special reviews such as governance enhancement,
systems implementation controls as well as approval procedures
for related party transactions.
48 ASTRO ALL ASIA NETWORKS p lc
Statement on Internal Control
The Board however, does not regularly review the internal control
systems of its associated companies as it does not have control over
their operations. The Company’s interests are safeguarded through
representations on the boards of the associated companies and receipt
of management accounts. These representations and reviews also
provide the Board with information to assess the performance of the
Group’s investments.
This Statement, prepared in accordance with paragraph 15.27(b) of
the Listing Requirements of Bursa Securities has been approved by
the Board and reviewed by the external auditors as required under
paragraph 15.24. The external auditors’ review was performed in
accordance with Recommended Practice Guide 5 (“RPG 5”) issued
by the Malaysian Institute of Accountants. Based on their review, the
external auditors have reported to the Board that nothing has come
to their attention that causes them to believe that this Statement is
inconsistent with their understanding of the process the Board has
adopted in the review of the adequacy and integrity of the internal
control of the Group. RPG 5 does not require the external auditors to
and they did not consider whether this Statement covers all risks and
controls, or to form an opinion on the effectiveness of the Group’s risk
and control procedures.
1. RISKMANAGEMENT
Your Board is committed to and supports the implementation of
Enterprise Risk Management (“ERM”) as an integral part of the
Group’s practices, planning and business processes, where the
identification and mitigation of risk at all levels, from strategic to
operations, is an ongoing activity. The Board is assisted by the
Group’s Enterprise Risk Management Committee (“ERMC”), which
is chaired by the Company’s Chief Executive Officer and comprises
senior management from each business unit. The ERMC meets
on a quarterly basis to deliberate on the risks identified, controls
and risk mitigation strategies which are thereafter tabled to and
reviewed by the Audit Committee on a quarterly basis.
A list of the significant risk factors faced by the Group and mitigating
measures taken, is included in a separate section of this report on
page 23.
The ERM activities undertaken by the ERM Division on an ongoing
basis include facilitating the development of risk profiles for the
Group’s key initiatives, and providing quarterly updates on and
Your Board recognises that risk management is an integral part of the Group’s business operations and has
implemented a formal and ongoing process for identifying, evaluating, monitoring and managing the significant risks
of failure in accordance with the guidance prescribed in the Malaysian Code on Corporate Governance. The Board of
Directors is responsible for the Group’s system of internal controls and risk management and for reviewing its adequacy
and integrity in order to safeguard shareholders’ investment and the Company’s assets. These systems are designed
to manage, rather than eliminate the risk of failure in achieving the Group’s business objectives and to provide
reasonable, but not absolute, assurance against material misstatement or loss.
ASTRO ALL ASIA NETWORKS p lc 49
STATEmENT ON INTERNAL CONTROL
consolidating the business units’ risk profiles into the Group
risk profile. The risks and controls identified are independently
validated by the Corporate Assurance function as part of their
ongoing reviews. The ERM Division also conducts risk awareness
sessions across the Group to sustain risk awareness and a risk
management culture.
2. CONTROLENVIRONMENT
Your Board is committed to maintaining a sound internal control
structure that includes a process of continuous monitoring and
review of the effectiveness of the control activities, to govern the
manner in which the Group and its staff conduct themselves. Some
of the key elements of the internal control structure and processes
include:
• Organisational structure
The roles and responsibilities of the Board, Board Committees
and management are clearly defined to ensure proper
identification of accountability and segregation of duties to
promote effective and independent stewardship in the best
interests of shareholders. In particular, the Audit Committee
comprising wholly of independent non-executive directors is
responsible for reviewing the integrity of the Group’s financial
reporting process, risk management process and control
systems.
• Limits of delegated authority
These specify the levels of authority delegated to authorised
management for capital commitment and operational
expenditure on behalf of the Group. The limits are reviewed
and updated regularly to reflect business, operational and
structural changes.
• Documented policies and procedures
Policies and procedures relating to finance, human resource
and information systems have been established for operating
units within the Group. Accounting systems and financial
processes are governed by the Group Finance Manual.
In addition, key business units within the Group provide a
quarterly statement confirming compliance to the Group’s
established policies and procedures.
• Detailed budget process
The Board is responsible for approving the consolidated Group
budget on a yearly basis upon reviewing the budget for each
business within the Group. As part of the budget process,
performance indicators have been established for each and
every business unit. Performance is monitored regularly and
a reporting system highlights significant variances against
budgets for investigation and follow-up by management of
the respective businesses. Monthly financial and operational
reports are provided to the Board with key statistics publicly
disclosed to shareholders every quarter.
• Code of Business Ethics
A formal code emphasising the Group’s corporate values,
ethical behaviour and the manner in which staff, vendors and
suppliers should conduct themselves has been issued and
acknowledged by all Directors and staff.
• Management Assurance functions
Management assurance functions such as Revenue Assurance
and Programme Management Office have been established
for key business units. The revenue assurance function
provides an end-to-end process to verify the completeness,
accuracy and integrity of the capturing, recording, billing,
collection and reporting of key revenue producing events
and transactions through a continuous process of detecting,
quantifying, monitoring and reporting revenue leakages. The
Programme Management Office on the other hand ensures
that project timelines, budgets and deliverables are adequately
monitored and conforms to established guidelines, policies
and procedures.
• The Corporate Assurance function
Reporting to the Audit Committee, Corporate Assurance
provides objective and independent assurance on the
effectiveness of the control environment and risk management
systems. Its activities are governed by a strategic review plan
that is reviewed by management and approved by the Audit
Committee. Subsequent revisions to the plan arising from
changes to the Group’s operations and priorities are reported
to the Audit Committee for approval.
3. CONCLUSION
Your Board is pleased to report that there were no significant
internal control deficiencies or weaknesses that resulted in material
losses or contingencies to the Group for the financial year under
review.
Directors’ Report and
Audited Statutory
Financial Statements
50 ASTRO ALL ASIA NETWORKS p lc
ASTRO ALL ASIA NETWORKS p lc 51
Directors’ Report 52
Statement of Directors’ Responsibilities 55
Independent Auditors’ Report 56
Consolidated Income Statement 57
Consolidated Balance Sheet 58
Consolidated Cash Flow Statement 59
Consolidated Statement of Changes in Equity 60
Notes to the Consolidated Financial Statements 62
Company Financial Statements 112
Statutory Declaration 125
52 ASTRO ALL ASIA NETWORKS p lc
Directors’ Report
The Directors present their report to the members together with the audited financial statements of the
Group and Company for the financial year ended 31 January 2008.
PrinciPal activities
The principal activities of the Company are investment holding and provision of management services.
The Group is primarily engaged in the provision of Direct-to-Home subscription television services, radio
broadcasting services, film library licensing, multi-media interactive services, television content creation,
aggregation and distribution and investment holding. Further details of the principal activities of the
subsidiaries are set out in Note 36 to the financial statements. There was no significant change in the
nature of these activities of the Group and the Company during the financial year.
The Company and its subsidiaries are collectively referred to as the Group.
review Of results Group
2008 2007 RM’000 RM’000
(Loss)/Profit attributable to equity holders of the Company (6,158) 160,428
Loss attributable to minority interests (5,712) (9,168)
(Loss)/Profit for the year (11,870) 151,260
Business review
The Companies Act 1985 requires the Company to set out in this report a fair review of the business of
the Group during the financial year ended 31 January 2008, including an analysis of the position of the
Group at the end of the financial year, and a description of the principal risks and uncertainties facing the
Group. This information is disclosed in the following sections of the Annual Report.
• Letter to Shareholders
• Business and Financial Review
• Risk Factors
financial instruments
Details of the Group’s use of financial instruments, together with information on the risk management
objectives and policies, are disclosed in Note 3 to the financial statements.
DiviDenDs
During the financial year the following dividends were paid: RM’000
In respect of the financial year ended 31 January 2007:
– Second interim tax exempt dividend of 2.0 sen per share, paid on 27 April 2007 38,669
– Final tax exempt dividend of 3.0 sen per share, paid on 30 August 2007 58,021
In respect of the financial year ended 31 January 2008:
– First interim tax exempt dividend of 2.0 sen per share, paid on 11 October 2007 38,680
– Second interim tax exempt dividend of 3.0 sen per share, paid on 14 January 2008 58,021
193,391
A third interim dividend of 3.0 sen per share consisting of gross dividend of 2.7 sen per share less 25%
Malaysian income tax and tax exempt dividend of 0.3 sen per share amounting to RM44,966,000 in
respect of the financial year ended 31 January 2008 was declared and is payable on 24 April 2008.
The Directors also recommend a final tax exempt dividend payment of 2.0 sen per share estimated at
RM38,681,000 in respect of the financial year ended 31 January 2008 subject to the approval of the
Company’s shareholders at the forthcoming Annual General Meeting. The final tax exempt dividend will be
paid on a date to be determined.
reserves anD PrOvisiOns
All material transfers to or from reserves or provisions are presented in the financial statements.
share caPital
Details of movements in share capital are disclosed in Note 26 to the financial statements.
cOrPOrate GOvernance
Details concerning the Company’s arrangements relating to corporate governance are disclosed in the
Corporate Governance Statement in the Annual Report.
ASTRO ALL ASIA NETWORKS p lc 53
DirectOrs
The Directors who have held office at any time during the financial year are:
Dato’ Haji Badri bin Haji Masri Chairman and Non-Executive Director
Augustus Ralph Marshall Executive Deputy Chairman
Dato’ Mohamed Khadar bin Merican Independent Director
Bernard Anthony Cragg Independent Director
Chin Kwai Yoong Independent Director
In accordance with the Company’s Articles of Association, Augustus Ralph Marshall and Dato’ Mohamed
Khadar bin Merican retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer
themselves for re-appointment.
DirectOrs interest
The details of holdings in the shares of the Company by the Directors in office as at 31 January 2008
were as follows:
Numberofordinarysharesof10peach
Asat Asat 1.2.2007 Acquired Disposed 31.1.2008
Directinterest
Augustus Ralph Marshall 1,000,000 – – 1,000,000(1)
Dato’ Mohamed Khadar bin Merican 250,000 – – 250,000(1)
Indirectinterest
Dato’ Haji Badri bin Haji Masri 177,946,535 – – 177,946,535(2)(3)
(1) Held through a nominee.(2) Deemed to have an interest over 500,000 ordinary shares of 10p each in the Company (“Shares”)
held by Ratna Pelangi Sdn. Bhd. (“RPSB”) by virtue of his 99% direct equity interest in RPSB.(3) Deemed to have an interest over 177,446,535 Shares in which Harapan Terus Sdn. Bhd. (“HTSB”)
has an interest by virtue of his 25% direct equity interest in HTSB. HTSB is deemed to have an
interest in all the Shares in which Berkat Nusantara Sdn. Bhd., Nusantara Cempaka Sdn. Bhd.,
Nusantara Delima Sdn. Bhd., Mujur Nusantara Sdn. Bhd., Gerak Nusantara Sdn. Bhd. and Sanjung
Nusantara Sdn. Bhd. (collectively “HTSB Subsidiaries”) have an interest by virtue of HTSB being
entitled to control the exercise of 100% of the votes attached to the voting shares in the immediate
holding companies of each of HTSB Subsidiaries. HTSB Subsidiaries hold the Shares under
discretionary trusts for Bumiputera objects. As such, he does not have any economic interest
over these Shares since such interest is held subject to the terms of the discretionary trusts for
Bumiputera objects.
2003EmployeeShareOptionScheme(“ESOS”)and2003ManagementShareIncentiveScheme(“MSIS”)
EmployeeShareOptionScheme
The Company’s ESOS and MSIS came into effect on 22 October 2003 for a period of 10 years. These
Schemes are governed by the 2003 Bye-Laws, which were approved by the Board of Directors and
Shareholders of the Company on 29 September 2003.
The principal features of ESOS and MSIS are summarised in Note 27 to the financial statements.
Details of options over ordinary shares of the Company held by a Director of the Company are set out
below:
Numberofoptionsoverordinarysharesof10peach
Asat Asat 1.2.2007 Granted Forfeited 31.1.2008
ESOSAugustus Ralph Marshall 2,970,800 1,477,800 – 4,448,600
MSISAugustus Ralph Marshall 1,500,000 – 150,000 1,350,000
Other than as disclosed above, according to the register of Directors’ shareholdings, the Directors in office
at the end of the financial year did not hold any interest in shares and options over ordinary shares in the
Company or shares and options over ordinary shares of its related corporations during the financial year.
Otherinterests
The Company maintains third party indemnity and liability insurance for its Directors and Officers against
any financial consequence of actions which may be brought against them by third parties for acts or
omissions in the course of the performance of their duties.
DIRECTORS’ REpORT
54 ASTRO ALL ASIA NETWORKS p lc
POlicy anD Practice On Payment Of creDitOrs
As an investment holding company and management services provider, the Company does not have any
trading relationships with suppliers. However, its operating subsidiaries pay their suppliers in accordance
with the relevant contractual and legal obligations, provided the terms and conditions are met by the
suppliers.
The credit terms are disclosed in Note 24 to the financial statements.
siGnificant POst Balance sheet events
There were no significant post balance sheet events as at 23 April 2008, except as disclosed in Notes 16
(b) and 25 (d) to the financial statements.
uniteD KinGDOm accOuntinG PrOnOuncement
The financial statements of the Group and Company have been prepared in accordance with International
Financial Reporting Standards (“IFRSs”) as adopted by the European Union issued by the International
Accounting Standards Board (“IASB”) and interpretations issued by the International Financial Reporting
Interpretations Committee (“IFRIC”) of the IASB and with those parts of the United Kingdom Companies
Act 1985 applicable to Companies reporting under IFRS.
In addition to complying with IFRSs as adopted by the European Union, the consolidated financial
statements also comply with the IFRSs as issued by the International Accounting Standards Board.
auDitOrs anD DisclOsure Of infOrmatiOn tO auDitOrs
The Auditors, PricewaterhouseCoopers LLP, have expressed their willingness to continue in office.
A resolution for their re-appointment as Auditors of the Company will be proposed at the forthcoming
Annual General Meeting.
In accordance with the provision of Section 2342A of the Companies Act 1985, each of the Directors in
office at the date of approval of this report has confirmed that:
• So far as he is aware, there is no relevant audit information (as defined in the Companies Act 1985) of
which the Company’s Auditors are unaware; and
• He has taken all the steps that he ought to have taken as a Director to make himself aware of any
relevant audit information and to establish that the Auditors are aware of that information.
Approved by the Board of Directors on 23 April 2008 and signed on its behalf by
DATO’HAJIBADRIBINHAJIMASRI AUGUSTUSRALPHMARSHALLDIRECTOR DIRECTOR
Kuala Lumpur
DIRECTORS’ REpORT
ASTRO ALL ASIA NETWORKS p lc 55
The Directors are responsible for preparing the Annual Report and financial statements in accordance with applicable laws and regulations.
Company law requires the Directors to prepare financial statements for each financial year. Under that law, the Directors have prepared the Group and Parent Company financial statements in accordance with International
Financial Reporting Standards (IFRSs) as adopted by the European Union. In preparing these financial statements, the Directors have also elected to comply with IFRSs, issued by the International Accounting Standards
Board (IASB). The financial statements are required by law to give a true and fair view of the state of affairs of the Group and Company and of the profit or loss of the Group and Company for that period.
In preparing those financial statements, the Directors are required to:
• select suitable accounting policies and then apply them consistently;
• make judgements and estimates that are reasonable and prudent;
• state that the financial statements comply with IFRSs as adopted by the European Union and IFRSs issued by IASB; and
• prepare the financial statements on the going concern basis, unless it is inappropriate to presume that the Group and Company will continue in business, in which case there should be supporting assumptions or
qualifications as necessary.
The Directors confirm that they have complied with the above requirements in preparing the financial statements.
The Directors are responsible for keeping proper accounting records that disclose with reasonable accuracy at any time the financial position of the Group and Company and to enable them to ensure that the financial
statements comply with the United Kingdom Companies Act 1985. They are also responsible for safeguarding the assets of the Group and Company and hence for taking reasonable steps for the prevention and detection
of fraud and other irregularities.
The Directors are responsible for the maintenance and integrity of the corporate and financial information included on the Company’s website. Legislation in the United Kingdom governing the preparation and dissemination
of financial statements may differ from legislation in other jurisdictions.
Statement of Directors’ Responsibilities
56 ASTRO ALL ASIA NETWORKS p lc
We have audited the Group and Parent Company financial statements (the ‘’financial statements’’) of ASTRO ALL ASIA NETWORKS plc for the financial year ended 31 January 2008 which comprise the Consolidated and Company Income Statements, the Consolidated and Company Balance Sheets, the Consolidated and Company Cash Flow Statements, the Consolidated and Company Statements of Change in Shareholders’ Equity and the related notes. These financial statements have been prepared under the accounting policies set out therein.
resPective resPOnsiBilities Of DirectOrs anD auDitOrs
The Directors’ responsibilities for preparing the Annual Report and the financial statements in accordance with applicable law and International Financial Reporting Standards (IFRSs) as adopted by the European Union are set out in the Statement of Directors’ Responsibilities.
Our responsibility is to audit the financial statements in accordance with relevant legal and regulatory requirements and International Standards on Auditing (UK and Ireland). This report, including the opinion, has been prepared for and only for the Company’s members as a body in accordance with Section 235 of the Companies Act 1985 and for no other purpose. We do not, in giving this opinion, accept or assume responsibility for any other purpose or to any other person to whom this report is shown or into whose hands it may come save where expressly agreed by our prior consent in writing.
We report to you our opinion as to whether the financial statements give a true and fair view and have been properly prepared in accordance with the Companies Act 1985. We also report to you whether in our opinion the information given in the Directors’ Report is consistent with the financial statements. The information given in the Directors’ Report includes that specific information presented in the Letter to Shareholders, Business and Financial Review and Risk Factors that is cross referred from the Business Review of Results section of the Directors’ Report.
In addition we report to you if, in our opinion, the Company has not kept proper accounting records, if we have not received all the information and explanations we require for our audit, or if information specified by law regarding directors’ remuneration and other transactions is not disclosed.
We read other information contained in the Annual Report and consider whether it is consistent with the audited financial statements. The other information comprises only the Directors’ Report, Letter to Shareholders and, Business and Financial Review and Risk Factors. We consider the implications for our
report if we become aware of any apparent misstatements or material inconsistencies with the financial
statements. Our responsibilities do not extend to any other information.
Independent Auditors’ Reportto the members of ASTRO ALL ASIA NETWORKS plc
Basis Of auDit OPiniOn
We conducted our audit in accordance with International Standards on Auditing (UK and Ireland) issued
by the Auditing Practices Board. An audit includes examination, on a test basis, of evidence relevant to
the amounts and disclosures in the financial statements. It also includes an assessment of the significant
estimates and judgments made by the directors in the preparation of the financial statements, and of
whether the accounting policies are appropriate to the Group’s and Company’s circumstances, consistently
applied and adequately disclosed.
We planned and performed our audit so as to obtain all the information and explanations which we
considered necessary in order to provide us with sufficient evidence to give reasonable assurance that the
financial statements are free from material misstatement, whether caused by fraud or other irregularity or
error. In forming our opinion we also evaluated the overall adequacy of the presentation of information in
the financial statements.
OPiniOn
In our opinion:
• the financial statements give a true and fair view, in accordance with IFRSs as adopted by the
European Union, of the state of the Group’s and the Parent Company’s affairs as at 31 January 2008
and of the Group’s loss and the Parent Company’s profit and the Group’s and the Parent Company’s
cash flows for the year then ended;
• the financial statements have been properly prepared in accordance with the Companies Act 1985;
and
• the information given in the Directors’ Report is consistent with the financial statements.
PricewaterhouseCoopersLLPChartered Accountants and Registered Auditors
London
23 April 2008
ASTRO ALL ASIA NETWORKS p lc 57
Note 2008 2007 RM’000 RM’000
Revenue 6 2,601,698 2,224,302
Cost of sales (1,532,470) (1,266,089)
Grossprofit 1,069,228 958,213
Other operating income 15,024 12,468
Marketing and distribution costs (253,309) (185,580)
Administrative expenses (402,196) (362,184)
428,747 422,917
Costs to provide services to PTDV and expenses incurred
in developing a DTH business proposal in Indonesia 16 (134,993) –
Write-off of assets and balances arising from
the investment in PTDV 16 (92,415) –
Profitfromoperations 201,339 422,917
Finance income (net) 10 31,023 17,519
Share of post tax results from investments
accounted for using the equity method (95,731) (160,025)
Profitbeforetaxation 136,631 280,411
Taxation 11 (148,501) (129,151)
(Loss)/Profitfortheyear (11,870) 151,260
Attributable to:
Equity holders of the Company (6,158) 160,428
Minority interests 30 (5,712) (9,168)
(11,870) 151,260
Earnings per share (in sen) 13
– Basic (0.32) 8.32
– Diluted N/A 8.29
Consolidated Income Statementfor the financial year ended 31 January 2008
Customer Acquisition Costs (“CAC”) analysed as follows:
2008 2007 RM’000 RM’000
Set top box costs – included in Cost of sales 230,301 197,442
Set top box revenue – included in Revenue (15,319) (19,107)
Set top box subsidies 214,982 178,335
Marketing and distribution costs 138,271 95,559
CAC 353,253 273,894
Gross profit as per above 1,069,228 958,213
Set top box subsidies 214,982 178,335
Gross profit before set top box subsidies 1,284,210 1,136,548
The accompanying notes on pages 62 to 124 form part of the financial statements.
58 ASTRO ALL ASIA NETWORKS p lc
Note 2008 2007 RM’000 RM’000
NonCurrentAssets
Property, plant and equipment 15 1,025,265 312,755
Interest in investments accounted for using
the equity method 16 387,722 202,509
Deferred tax assets 17 255,957 395,693
Financial asset (other investment) 18 3,000 –
Intangible assets 19 452,737 457,549
2,124,681 1,368,506
CurrentAssets
Inventories 20 39,551 53,042
Receivables and prepayments 21 461,996 516,747
Derivative financial instruments 22 – 12,008
Tax recoverable 1,786 427
Cash and cash equivalents 23 986,831 1,075,665
1,490,164 1,657,889
CurrentLiabilities
Payables 24 1,022,772 932,087
Derivative financial instruments 22 140 –
Borrowings 25 21,619 28,309
Current tax liabilities 4,003 1,578
1,048,534 961,974
Net current assets 441,630 695,915
Consolidated Balance Sheetas at 31 January 2008
Note 2008 2007 RM’000 RM’000
Non-CurrentLiabilities
Payables 24 170,197 205,248
Deferred tax liabilities 17 10,727 11,788
Borrowings 25 764,952 –
945,876 217,036
1,620,435 1,847,385
Capitalandreservesattributableto equityholdersoftheCompany:
Share capital 26 1,200,049 1,199,194
Share premium 28 31,629 27,643
Merger reserve 29 518,446 518,446
Exchange reserve (71,757) (30,656)
Hedging reserve (140) 12,008
Other reserve 83,074 58,798
(Accumulated losses)/retained earnings (142,129) 56,430
1,619,172 1,841,863
Minorityinterests 30 1,263 5,522
Totalequity 1,620,435 1,847,385
The accompanying notes on pages 62 to 124 form part of the financial statements.
Approved by the Board of Directors on 23 April 2008 and signed on its behalf by
DATO’HAJIBADRIBINHAJIMASRI AUGUSTUSRALPHMARSHALLDIRECTOR DIRECTOR
ASTRO ALL ASIA NETWORKS p lc 59
Note 2008 2007 RM’000 RM’000
CashFlowsFromOperatingActivities
(Loss)/Profit for the financial year (11,870) 151,260
Adjustments for non-cash items 14 (a) 679,517 528,234
667,647 679,494
Changes in working capital
Film library and programme rights (278,888) (215,917)
Inventories 13,491 (7,255)
Receivables and prepayments (84,249) (44,448)
Payables 249,112 169,619
Cash generated from operations 567,113 581,493
Income tax paid (8,687) (3,436)
Interest received 36,172 32,584
Net cash flow from operating activities 594,598 610,641
CashFlowsFromInvestingActivities 14 (b) (624,378) (256,708)
CashFlowsFromFinancingActivities 14 (c) (57,525) (123,720)
Net effect of currency translation
on cash and cash equivalents (1,529) (2,659)
Consolidated Cash Flow Statementfor the financial year ended 31 January 2008
Note 2008 2007 RM’000 RM’000
Net(Decrease)/IncreaseInCashAnd CashEquivalents (88,834) 227,554
CashAndCashEquivalents AtBeginningOfFinancialYear 1,075,665 848,111
CashAndCashEquivalents AtEndOfFinancialYear 23 986,831 1,075,665
The accompanying notes on pages 62 to 124 form part of the financial statements.
60 ASTRO ALL ASIA NETWORKS p lc
AttributabletoequityholdersoftheCompany
Non-distributable
Retained Note Share earnings capital Share Merger Exchange Hedging Other (accumulated) Minority Total (Note26) premium reserve reserve reserve reserve losses) Total interest equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 February 2007 1,199,194 27,643 518,446 (30,656) 12,008 58,798 56,430 1,841,863 5,522 1,847,385
Currency translation differences – – – (41,101) – – – (41,101) (9) (41,110)Cash flow hedge:
– fair value loss on hedging instrument – – – – (3,238) – – (3,238) – (3,238) – transfer to income statement – – – – (8,910) – – (8,910) – (8,910)
Net losses recognised directly in equity – – – (41,101) (12,148) – – (53,249) (9) (53,258)Loss for the year – – – – – – (6,158) (6,158) (5,712) (11,870)
Total recognised income and expenses – – – (41,101) (12,148) – (6,158) (59,407) (5,721) (65,128)Share options:
– proceeds from shares issued 855 3,986 – – – – – 4,841 – 4,841 – value of employee services – – – – – 25,266 – 25,266 – 25,266 – transfer upon exercise – – – – – (990) 990 – – –Dilution of equity interest in subsidiaries 30 – – – – – – – – 1,462 1,462Dividends 12 – – – – – – (193,391) (193,391) – (193,391)
At 31 January 2008 1,200,049 31,629 518,446 (71,757) (140) 83,074 (142,129) 1,619,172 1,263 1,620,435
Consolidated Statement of Changes in Equityfor the financial year ended 31 January 2008
ASTRO ALL ASIA NETWORKS p lc 61
AttributabletoequityholdersoftheCompany
Non-distributable
Retained Note Share earnings capital Share Merger Exchange Hedging Other (accumulated) Minority Total (Note26) premium reserve reserve reserve reserve losses) Total interest equity RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 February 2006 1,195,432 11,024 518,446 (6,037) 15,422 40,584 (2,801) 1,772,070 14,457 1,786,527
Currency translation differences – – – (24,619) – – – (24,619) – (24,619)
Cash flow hedge:
– fair value gain on hedging instrument – – – – 4,906 – – 4,906 – 4,906
– transfer to income statement – – – – (8,320) – – (8,320) – (8,320)
Net income recognised directly in equity – – – (24,619) (3,414) – – (28,033) – (28,033)
Profit for the year – – – – – – 160,428 160,428 (9,168) 151,260
Total recognised income and expense – – – (24,619) (3,414) – 160,428 132,395 (9,168) 123,227
Share options:
– proceeds from shares issued 3,762 16,619 – – – – – 20,381 – 20,381
– value of employee services – – – – – 23,060 – 23,060 – 23,060
– transfer upon exercise – – – – – (4,846) 4,846 – – –
Dilution of equity interest in a subsidiary 30 – – – – – – – – 233 233
Dividends 12 – – – – – – (106,043) (106,043) – (106,043)
At 31 January 2007 1,199,194 27,643 518,446 (30,656) 12,008 58,798 56,430 1,841,863 5,522 1,847,385
CONSOLIDATED STATEMENT OF CHANGES IN EQUITY
for the financial year ended 31 January 2008
62 ASTRO ALL ASIA NETWORKS p lc
1 General infOrmatiOn
The principal activities of the Company are investment holding and provision of management
services. The Group is primarily engaged in the provision of Direct-to-Home subscription television
services, radio broadcasting services, film library licensing, multi-media interactive services,
television content creation, aggregation and distribution and investment holding. Further details of
the principal activities of the subsidiaries are set out in Note 36 to the financial statements. There
was no significant change in the nature of these activities of the Group and the Company during the
financial year.
The Company is a limited liability company incorporated in England and Wales under the United
Kingdom Companies Act, 1985 and is registered as a foreign company in Malaysia under the
Malaysian Companies Act, 1965 and has tax resident status in Malaysia.
The address of the registered offices of the Company in England and Wales and Malaysia are as
follows:
– 10 Upper Bank Street
London, E14 5JJ
United Kingdom
– 3rd Floor, Administration Building
All Asia Broadcast Centre
Technology Park Malaysia
Lebuhraya Puchong-Sungai Besi
Bukit Jalil
57000 Kuala Lumpur
Malaysia
The Company is listed on the Main Board of Bursa Malaysia Securities Berhad.
These consolidated financial statements have been approved for issue by the Board of Directors on
23 April 2008.
Notes to the Consolidated Financial Statements31 January 2008
2 summary Of siGnificant accOuntinG POlicies
The principal accounting policies adopted in the preparation of these consolidated and company
financial statements are set out below. These policies have been consistently applied to all the years
presented, unless otherwise stated.
A Basisofpreparation
The consolidated financial statements of the Group and the financial statements of the
Company have been prepared in accordance with International Financial Reporting Standards
(“IFRSs”) as adopted by the European Union issued by the International Accounting
Standards Board (“IASB”) and interpretations issued by the International Financial Reporting
Interpretations Committee (“IFRIC”) of the IASB and with those parts of the United Kingdom
Companies Act, 1985 applicable to Companies reporting under IFRS.
The financial statements have been prepared under the historical cost convention, except
where otherwise stated in the accounting policies below.
The preparation of financial statements in conformity with IFRS requires the use of certain
critical accounting estimates. It also requires Directors to exercise their judgement in the
process of applying the Group’s accounting policies. The areas involving a higher degree of
judgement or complexity, or areas where assumptions and estimates are significant to the
consolidated financial statements are disclosed in Note 4.
AdoptionofnewandrevisedIFRS
The Group has adopted all of the new and revised Standards and Interpretations issued by the
IASB and the IFRIC of the IASB that are effective and relevant to its operations. The adoption of
the following new standards, amendment and interpretations did not affect the Group results
of operations or financial position:
(a) Standards,amendmentandinterpretationseffectiveforthefinancialyear
IFRS 7, ‘Financial instruments: Disclosure’, and the complementary amendment to IAS 1,
‘Presentation of financial statements - Capital disclosures’, introduces new disclosures
relating to financial instruments and does not have any impact on the classification and
valuation of the group or Company’s financial instruments.
ASTRO ALL ASIA NETWORKS p lc 63
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
A Basisofpreparation(Cont’d.)
AdoptionofnewandrevisedIFRS(Cont’d.)
(a) Standards, amendment and interpretations effective for the financial year(Cont’d.)
IFRIC 8, ‘Scope of IFRS 2’, requires consideration of transactions involving the issuance
of equity instruments, where the identifiable consideration received is less than the fair
value of the equity instruments issued in order to establish whether or not they fall within
the scope of IFRS 2. This standard does not have any impact on the Group or Company’s
financial statements.
IFRIC 9, Reassessment of embedded derivatives clarifies certain aspects of the
treatment of embedded derivatives under IAS 39 ‘Financial Instruments: Recognition and
Measurement’. IFRIC 9 prohibits reassessment of contracts for embedded derivatives
unless the cash flows resulting from the contract are changed significantly by a change
of the contract. This standard does not have any impact on the Group or Company’s
financial statements.
IFRIC 10, ‘Interim financial reporting and impairment’, prohibits the impairment losses
recognised in an interim period on goodwill and investments in equity instruments and in
financial assets carried at cost to be reversed at a subsequent balance sheet date. This
standard does not have any impact on the Group or Company’s financial statements.
(b) Standards,amendmentsandinterpretationseffectiveforthefinancialyearbutnotrelevant
• IFRIC 7, ‘Applying the restatement approach under IAS 29, Financial reporting in
hyper-inflationary economic’.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
A Basisofpreparation(Cont’d.)
AdoptionofnewandrevisedIFRS(Cont’d.)
(c) Standards,amendmentsandinterpretationstoexistingstandardsthatarenotyeteffectiveandhavenotbeenearlyadoptedbytheGroupandCompany
The following standards, amendments and interpretations to existing standards have
been published and are mandatory for the Group’s and Company’s accounting periods
after 31 January 2008 but have not been early adopted:
• IFRS 8, ‘Operating segments’ (effective from 1 January 2009). The standard is still
subject to endorsement by the European Union. The Group will apply IFRS 8 from
1 February 2009, subject to endorsement by the EU;
• IFRIC 11, ‘IFRS 2-Group and treasury share transactions’ (effective from 1 March
2007);
• IFRIC 13, ‘Customer loyalty programmes’ (effective from 1 July 2008);
• IAS 23 (Amendment), ‘Borrowing costs’ (effective from 1 January 2009). The
amendment to the standard is still subject to endorsement by the European
Union. The Group will apply IAS 32 (Amended) from 1 February 2009, subject to
endorsement by the EU;
• Amendment to IFRS 2, ‘Share-based payment’ (effective from 1 January 2008);
• IFRS 3 (Revised), ‘Business combinations’ (effective from 1 July 2009);
• IAS 27 (Revised), ‘Consolidated and separate financial statements’ (effective from
1 July 2009); and
• IAS 1 (Revised), ‘Presentation of financial statements’ (effective from 1 January
2009).
The expected impact of the above standards, amendments and interpretations is being
assessed by the Group.
(d) Standards,amendmentsandinterpretationstoexistingstandardsthatarenotyeteffectiveandnotrelevanttotheGroupandCompany
• IFRIC 12, ‘Service concession arrangements’; and
• IFRIC 14, ‘IAS 19 – The limit on a defined benefit asset, minimum funding
requirements and their interaction’.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
64 ASTRO ALL ASIA NETWORKS p lc
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
B Consolidation
Subsidiaries
Subsidiaries, which are those entities in which the Group has an interest of more than one half
of the voting rights or otherwise has power to govern the financial and operating policies, are
consolidated.
Subsidiaries are consolidated from the date on which control is transferred to the Group and
are no longer consolidated from the date that control ceases.
Under the purchase method of accounting, the cost of an acquisition is measured as the fair
value of the assets given up, equity instruments issued and liabilities incurred or assumed
at the date of exchange plus costs directly attributable to the acquisition. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are
measured initially at their fair value at the acquisition date, irrespective of the extent of the
minority interest. The excess of the cost of acquisition over the fair value of the Group’s
share of the identifiable net assets of the subsidiary acquired is recorded as goodwill. If the
cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the
difference is recognised directly in the income statement.
Intercompany transactions, balances and unrealised gains on transactions between group
companies are eliminated; unrealised losses are also eliminated unless cost cannot be
recovered.
Minority interest is measured at the minorities’ share of the post acquisition fair values of the
identifiable assets and liabilities of the invested entities. A debit balance of minority interest is
recognised to the extent that the Group does not have a commercial and legal obligation in
respect of the losses attributable to the minority interest.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
B Consolidation(Cont’d.)
Associates
Associates are entities over which the Group generally has between 20% and 50% of the
voting rights, or over which the Group has significant influence over their operating and
financial policies, but over which it does not have control.
Investments in associates are accounted for using the equity method of accounting. Under this
method, the Group’s share of the post-acquisition profits or losses of associates is recognised
in the income statement and its share of post-acquisition movements in reserves is recognised
in reserves. The cumulative post-acquisition movements are adjusted against the cost of the
investment.
Unrealised gains on transactions between the Group and its associates are eliminated to the
extent of the Group’s interest in the associates; unrealised losses are also eliminated, unless
the transaction provides evidence of an impairment of the asset transferred.
The Group’s investment in associates includes goodwill (net of accumulated impairment) on
acquisition. When the Group’s share of losses in an associate equals or exceeds its interest
in the associate, the Group does not recognise further losses, unless the Group has incurred
obligations or amounts owing by the associate.
Dilution gains and losses arising in investments in associates are recognised in the income
statement.
JointlyControlledEntities
Jointly controlled entities are corporations, partnerships or other entities over which there is
contractually agreed sharing of control by the Group with one or more parties. The Group’s
interests in jointly controlled entities are accounted for using the equity method of accounting.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 65
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
B Consolidation(Cont’d.)
JointlyControlledEntities(Cont’d.)
Equity accounting involves recognising in the consolidated income statement the Group’s
share of the results of jointly controlled entities for the period. The Group’s investments in
jointly controlled entities are carried in the consolidated balance sheet at an amount that
reflects its share of the net assets of the jointly controlled entities and includes any long term
interests.
Unrealised gains on transactions between the Group and its jointly controlled entities are
eliminated to the extent of the Group’s interest in the jointly controlled entities. Unrealised
losses are also eliminated unless costs cannot be recovered.
The financial statements of certain associates and jointly controlled entities are made up to
different reporting dates from the Company. For the purpose of applying the equity method of
accounting, the financial statements of these companies for the respective financial year end
have been used, and appropriate adjustments have been made for the effects of significant
transactions between that date and at year end.
C Investments
At Company level, investments in subsidiaries, associates and jointly controlled entities
are shown at cost. Where an indication of impairment exists, the carrying amount of the
investment is assessed and written down immediately to its recoverable amount.
The investment in the Redeemable Convertible Preference Shares (“RCPS”) issued by a
subsidiary is carried at cost plus accretion of the expected yield from the investment.
D ForeignCurrencyTranslation
Functionalandpresentationcurrency
Items included in the financial statements of each of the Group’s entities are measured using
the currency of the primary economic environment in which the entity operates (“the functional
currency”). The consolidated financial statements are presented in Ringgit Malaysia (“RM”),
which is the Company’s functional and presentation currency.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
D ForeignCurrencyTranslation(Cont’d.)
Transactionsandbalances
Foreign currency transactions are translated into RM using the exchange rates prevailing at
the dates of the transactions. Foreign exchange gains and losses resulting from the settlement
of such transactions and from the retranslation of monetary assets and liabilities denominated
in foreign currencies are recognised in the income statement, except when deferred in equity
as qualifying cash flow hedges and qualifying net investment hedges.
Foreignsubsidiaries
Income statements and cash flows of foreign subsidiaries are translated into RM at average
exchange rates for the financial year and their balance sheets are translated at the exchange
rates ruling at financial year end. Differences on exchange arising from the translation
of opening net assets of foreign subsidiaries denominated in foreign currency are taken to
exchange reserve together with the differences between the income statement translated at
average exchange rates for the financial year and exchange rates ruling at the financial year
end. Other exchange differences are taken to the income statement when they arise.
On consolidation, exchange differences arising from the translation of the net investment in
foreign entities, and of borrowings and other currency instruments designated as hedges of
such investments, are taken to shareholders’ equity. When a foreign operation is sold, such
exchange differences are recognised in the income statement as part of the gain or loss on
disposal.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as
assets and liabilities of foreign entity and translated at the closing rate.
E Property,PlantAndEquipment
Freehold land is not depreciated as it has an unlimited useful life. Property, plant and
equipment are stated at historical cost less accumulated depreciation. Historical cost includes
expenditure that is directly attributable to the acquisition of property, plant and equipment.
Depreciation is calculated on the straight-line method to write off the cost of each asset to
their residual values over their estimated useful lives.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
66 ASTRO ALL ASIA NETWORKS p lc
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
E Property,PlantAndEquipment(Cont’d.)
The estimated useful lives of the assets are as follows:
Buildings 40 years Satellite transponders 11.5 years Equipment, fixtures and fittings 4 – 10 years Broadcast and transmission equipment 3 – 10 years
No depreciation is calculated on assets under construction until the assets are completed and are ready for their intended use. Leased assets capitalised are depreciated over their estimated useful lives or lease period, whichever is shorter.
The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at each balance sheet date. An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.
At each balance sheet date, the Group assesses whether there is any indication of impairment. If such indications exist, an analysis is performed to assess whether the carrying amount of the asset is fully recoverable. A write down is made if the carrying amount exceeds the recoverable amounts. See policy Note G on impairment of assets.
Gains and losses on disposals are determined by comparing proceeds with the carrying amount of the assets and are included in the income statement.
F IntangibleAssets
(a) Goodwill
Goodwill represents the excess of the cost of an acquisition of a subsidiary/associate/jointly controlled entity over the fair value of the Group’s share of the net identifiable assets of the acquired subsidiary/associate/jointly controlled entity at the date of acquisition. Goodwill on acquisition of subsidiaries is included in intangible assets. Goodwill on acquisition of investments accounted for using the equity method is included in the investments. Goodwill is not amortised, but is subject to an annual review for impairment and carried at cost less accumulated impairment losses. Any impairment is charged to the income statement as it arises. The calculation of the gains and losses on
the disposal take account of the carrying amount of goodwill relating to the entity sold.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
F IntangibleAssets(Cont’d.)
(b) Filmlibrary
The Group’s film library comprises acquired films and films produced for the Group with
the primary intention to exploit the library through release and licensing of such films as
part of the Group’s long-term operations. The library is stated at cost less accumulated
amortisation.
Amortisation of the film library is on an individual title basis, based on the proportion
of the actual income earned during the period against the estimated ultimate revenue
expected to be earned over the revenue period, not exceeding twenty years. Estimated
ultimate revenue expected to be earned is reviewed periodically and additional
impairment losses are recognised if appropriate. Amortisation is included in cost of
sales.
(c) Programmerights
The programme rights comprise rights licensed from third parties and programmes
produced for the Group and production in progress with the primary intention to
broadcast in the normal course of the Group’s operating cycle. The rights are stated at
cost less accumulated amortisation.
The Group amortises programme rights based on an accelerated basis over the license
period or estimated useful life if shorter, from the date of first transmission, to match
the costs of consumption with the estimated benefits to be received. Amortisation is
included in cost of sales. The amortisation period is no more than five years.
The cost of programme rights for sports, current affairs, variety and light entertainment
is fully amortised on the date of first transmission.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 67
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
F IntangibleAssets(Cont’d.)
(d) Softwarecosts
Costs that are directly associated with identifiable and unique software products
controlled by the Group and that will probably generate economic benefits exceeding
costs beyond one year, are recognised as intangible assets. All other costs associated
with developing or maintaining computer software programmes are recognised as an
expense when incurred.
Expenditure which enhances or extends the performance of computer software
programmes beyond their original specifications is recognised as a capital improvement
and added to the original cost of the software. Computer software costs recognised
as assets are amortised using the straight-line method over their estimated useful
economic lives (3 - 10 years). Amortisation is included in cost of sales, administrative
expenses and marketing and distribution costs as appropriate.
(e) Remasteringcosts
Remastering costs comprise payments made in advance for the remastering of films.
The costs are transferred to film library and programme rights upon acceptance of
the related remastered films. Amortisation of remastering costs commences after the
transfer of the costs to film library and programme rights.
(f) Otherintangibleassets
Other intangible assets representing purchased legal rights are capitalised, where fair
value can be reliably measured. The costs of other intangible assets are amortised on a
straight-line basis over the estimated useful economic lives of the assets (not exceeding
20 years). Amortisation is included in administrative expenses.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
G ImpairmentOfAssets
Assets that have an indefinite useful life are not subject to amortisation or depreciation and
are tested annually for impairment. Assets that are subject to amortisation or depreciation
are reviewed for impairment whenever events or changes in circumstances indicate that the
carrying amount may not be recoverable. An impairment loss is recognised for the amount by
which the asset’s carrying amount exceeds its recoverable amount. The recoverable amount
is the higher of an asset’s fair value less costs to sell and value in use. For the purposes of
assessing impairment, assets are grouped at the lowest levels for which there are separately
identifiable cash flows (cash-generating units).
An impairment loss is recognised immediately in the income statement as are any reversals of
impairment losses.
A reversal of impairment loss should be recognised in the income statement for assets carried
at cost and treated as a revaluation increase for assets carried at revalued amount.
H Leases
(a) Financeleases
Leases of property, plant and equipment where the Group has substantially all the risks
and rewards of ownership are classified as finance leases. Finance leases are capitalised
at the inception of the lease at the lower of the fair value of the leased property or the
present value of the minimum lease payments. The corresponding rental obligations, net
of finance charges, are included as liabilities. The obligations relating to finance leases,
net of finance charges in respect of future periods, are determined at the inception of
the lease and are included in borrowings. Each lease payment is allocated between the
liability and finance charges so as to achieve a constant periodic rate of interest over the
lease period.
The property, plant and equipment acquired under finance leases are depreciated over
the shorter of the estimated useful lives of the assets or the lease terms.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
68 ASTRO ALL ASIA NETWORKS p lc
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
H Leases(Cont’d.)
(b) Operatingleases
Leases where a significant portion of the risk and rewards of ownership are retained by the lessor are classified as operating leases. Payments made under operating leases (net of any incentives received from the lessor) are charged to the income statement on a straight-line basis over the period of the leases.
I TurnaroundChannelTransmissionRights
The cost of turnaround channels (programme provider fees), where the Group has immediate transmission rights is expensed as incurred.
J Inventories
Inventories which principally comprise set-top boxes and consumable items are stated at the lower of cost and net realisable value. Cost is determined based on the weighted average cost method. Net realisable value of the set-top boxes reflects the value to the business of the set-top boxes in the hands of the customer. The cost of set-top boxes is charged to cost of sales when the set-top boxes are delivered to the customer. Where appropriate, allowance is made for obsolete or slow-moving inventory based on management’s analysis of inventory levels and future sales forecasts.
K Receivables
Receivables are recognised initially at fair value and subsequently measured at cost, less provision for impairment. A provision for impairment of receivables is established when there is objective evidence that the Group will not be able to collect all amounts due according to the original terms of receivables. The amount of the provision is recognised in the income statement.
The Group provides for the credit risk inherent in its receivables by monitoring the level of arrears and providing an appropriate level of bad debt allowance based on the amount and extent of arrears.
Bad debts are written off once it has been determined that the receivables cannot be recovered.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
L CashAndCashEquivalents
Cash and cash equivalents are carried at the balance sheet at cost. Cash and cash equivalents
consist of cash in hand, cash at bank and deposits held at call with banks.
M ShareCapital
Classification
Ordinary shares and non-redeemable preference shares with discretionary dividends are
classified as equity.
Shareissuecosts
Incremental external costs directly attributable to the issue of new shares are shown in equity
as a deduction, net of tax, from proceeds.
Dividend
Dividend distribution to the Company’s shareholders is recognised as a liability in the Group’s
financial statements in the period in which the dividends are approved by the Company’s
shareholders or in the case of interim dividends, when the dividends are approved by the
Board of Directors.
N Borrowings
Borrowings are initially stated at the proceeds received, net of transaction costs and when
they relate to private debt securities, are stated net of discount. Borrowings are subsequently
stated at amortised cost using the effective yield method; any difference between the initial
carrying value and the redemption value is recognised in the income statement using the
effective yield method over the period of the borrowings.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 69
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
O CurrentAndDeferredTaxation
Current tax expense is determined according to the tax laws of each jurisdiction in which the
Group operates and include all taxes based upon the taxable profits. Deferred tax is provided
in full, using the liability method, on temporary differences arising between the tax base of
assets and liabilities and their carrying amounts in the financial statements. Currently enacted
tax rates are used in the determination of deferred tax. Deferred tax assets are recognised to
the extent that it is probable that future taxable profit will be available against which temporary
differences can be utilised.
Deferred tax is provided on temporary differences arising on investments in subsidiaries
and associates, except where the timing of the reversal of the temporary difference can be
controlled and it is probable that the temporary difference will not reverse in the foreseeable
future.
P EmployeeBenefits
(a) Shorttermemployeebenefits
Wages, salaries, paid annual leave and sick leave, bonuses and non-monetary benefits
are accrued in the period in which the associated services are rendered by the
employees of the Group.
(b) Definedcontributionplans
The Group pays contributions to publicly administered pension plans on a mandatory,
contractual or voluntary basis. Once the contributions have been paid, the Group has no
further payment obligation. The regular contributions are accounted for on an accruals
basis.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
(c) Share-basedcompensation
The Group operates an equity-settled, share-based compensation plan. The fair value of
the employee services received in exchange for the grant of the options is recognised
as an expense. The total amount to be expensed over the vesting period is determined
by reference to the fair value of the options granted, excluding the impact of any non-
market vesting conditions. At each balance sheet date, the entity revises its estimates of
the number of options that are expected to become exercisable. It recognises the impact
of the revision of original estimates, if any, in the income statement, and a corresponding
adjustment to equity over the remaining vesting period.
The proceeds received net of any directly attributable transaction costs are credited to
share capital (nominal value) and share premium when the options are exercised.
(d) Terminationbenefits
Termination benefits may be paid whenever an employee’s employment is terminated
before the normal retirement date. The Group recognises termination benefits
when it is demonstrably committed to either terminate the employment of current
employees according to a detailed formal plan without possibility of withdrawal or to
provide termination benefits as a result of an invitation made to encourage voluntary
redundancy.
Q Provisions
Provisions are recognised when the Group has a present legal or constructive obligation as
a result of past events, when it is more likely than not that an outflow of resources will be
required to settle the obligation, and when a reliable estimate of the amount can be made.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
70 ASTRO ALL ASIA NETWORKS p lc
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
R ContingentLiabilitiesAndAssets
Contingent liabilities are disclosed in the financial statements. A contingent liability is a
possible obligation that arises from past events whose existence will be confirmed by
uncertain future events beyond the control of the Group or a present obligation that is not
recognised because it is not probable that an outflow of resources will be required to settle the
obligation. A contingent liability also arises in the extremely rare circumstances where there is
a liability that cannot be recognised because it cannot be measured reliably.
A contingent asset is a possible asset that arises from past events whose existence will be
confirmed by uncertain future events beyond the control of the Group. The Group discloses
the existence of contingent assets where inflows of economic benefits are probable, but not
virtually certain.
S RevenueRecognition
Subscription fees derived from satellite television services are recognised as earned over the
period the services are provided.
Subscription fees received prior to services being provided are recognised as unearned
revenue.
Advertising revenues, derived from the placement of commercials on the satellite television
and radio networks and advertising revenues from sale of advertising space in magazines
are recognised in the period during which the commercials are aired and advertisements are
published respectively, net of advertising commissions.
Licensing income is recognised upon the delivery of master tapes and related materials or
when services are rendered in accordance with the terms of the underlying contracts.
Sale of set-top boxes, video products and magazines are recognised on the transfer of risks
and rewards of ownership which generally coincides with the time when the related products
are delivered to customers and title has passed.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
S RevenueRecognition(Cont’d.)
Revenue from the sale of programme rights is recognised in the period the rights are available
to the licensee.
Revenue of the Company consists of accretion of RCPS yield income, dividend income and
management fees. Accretion of RCPS yield income and dividend income are recognised when
the right to receive payment is established. Management fees are recognised as earned over
the period the services are provided.
T SegmentalReporting
Business segments are groups of operations which provide products or services that
are subject to risks and returns that are different from those of other business segments.
Geographical segments provide products or services within a particular economic environment
that is subject to risks and returns that are different from those operating in other economic
environments. The allocation of costs between segments is based on the products and
services of the specific segments which incur such costs.
This reflects the fact that the risks and returns of the Group’s operations are primarily based
on its business activities.
U FinancialAssets
Purchases and sales of financial assets are recognised based on settlement accounting. They
are initially recognised at fair value plus directly attributable transaction costs. Any impairment
of a financial asset is charged to the income statement as it arises.
Financial assets are classified according to the purpose for which the investments were
acquired. This gives rise to the following categories: financial assets at fair value through
profit or loss (“FVTPL”), loans and receivables, held to maturity and available-for-sale financial
assets. Management determines the classification of its financial assets at initial recognition
and re-evaluates this designation at each reporting date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 71
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
U FinancialAssets(Cont’d.)
(a) FinancialassetsatFVTPL
This category has two sub-categories: financial assets held for trading, and those
designated at FVTPL at inception. A financial asset is classified in this category
if acquired principally for purpose of selling in the short term or if so designated by
management. Derivatives are also categorised as held for trading unless they are
designated as hedges. Assets in this category are classified as current assets if they are
either held for trading or are expected to be realised within 12 months of the balance
sheet date.
(b) Loansandreceivables
Loans and receivables are non-derivative financial assets with fixed or determinable
payments that are not quoted in an active market. They are included in current assets,
except for maturities greater than 12 months after the balance sheet date, which are
classified as non-current assets. They are included in Receivables and Prepayments in
the balance sheet at amortised cost (Note 21).
(c) Heldtomaturity
Held to maturity financial assets are non-derivative financial assets with fixed or
determinable payments and fixed maturities that the Group’s management has
the positive intention and ability to hold to maturity. They are held as non-current
investments at amortised cost using the effective interest method, less any amounts
written-off to reflect impairment.
(d) Available-for-salefinancialassets
Available-for-sale financial assets are non-derivatives that are either specifically
designated in this category or not classified in any of the three categories described
above. They are included in non-current assets unless management intends to dispose
of the investment within 12 months of the balance sheet date. Unrealised gains and
losses arising from changes in fair value of financial assets classified as available-for-
sale are recognised in equity. Realised gains and losses arising from changes in fair
value, interest and exchange differences are included in the income statement.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
U FinancialAssets(Cont’d.)
(d) Available-for-salefinancialassets(Cont’d.)
The Group assesses at each balance sheet date whether there is objective evidence
that a financial asset or a group of financial assets is impaired. In the case of equity
securities classified as available-for-sale, a significant or prolonged decline in fair
value of the security below its cost is considered as an indicator that the securities are
impaired. If such evidence exists for available-for-sale financial assets, the cumulative
loss - measured as the difference between the acquisition cost and the current fair
value, less any impairment loss on that financial asset previously recognised in income
statement - is removed from equity and recognised in the income statement. Impairment
losses recognised in the income statement on equity instruments are not reversed
through the income statements.
V FinancialLiabilities
Financial liabilities are recognised when there is an obligation to transfer benefits and that
obligation is a contractual liability to deliver cash or another financial asset or to exchange
financial instruments with another entity on potentially unfavourable terms. They are initially
recorded at fair value plus directly attributable transaction costs.
Financial liabilities are classified as either financial liabilities at FVTPL or other financial
liabilities.
(a) FinancialliabilitiesatFVTPL
This category has two sub-categories: financial liabilities held for trading, and those
designated at FVTPL at inception. A financial liability is classified in this category if
incurred principally for purpose of repurchasing in the short term or if so designated
by management. Derivatives are also categorised as held for trading unless they are
designated as hedges. Liabilities in this category are classified as current liabilities if
they are either held for trading or are expected to be settled within 12 months of the
balance sheet date.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
72 ASTRO ALL ASIA NETWORKS p lc
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
V FinancialLiabilities(Cont’d.)
(b) Otherfinancialliabilities
Other financial liabilities, including borrowings, are initially measured at fair value plus
transaction costs. They are subsequently measured at amortised cost using the effective
interest method.
W Derivativefinancialinstrumentsandhedgingactivities
Derivatives are initially recognised at fair value on the date a derivative contract is entered into
and are subsequently remeasured at their fair value. The method of recognising the resulting
gain or loss depends on whether the derivative is designated as a hedging instrument, and if
so, the nature of the item being hedged.
The Group documents at the inception of the transaction the relationship between hedging
instruments and hedged items, as well as its risk management objectives and strategy for
undertaking various hedging transactions. The Group also documents its assessment, both at
hedge inception and on an ongoing basis, of whether the derivatives that are used in hedging
transactions are highly effective in offsetting changes in fair values or cash flows of hedged
items.
The fair values of various derivative instruments used for hedging purposes are disclosed in
Note 22. Movements on the hedging reserve in shareholders’ equity are shown in Statement
of Changes in Equity. The full fair value of a hedging derivative is classified as a non-current
asset or liability when the remaining hedged item is more than 12 months, and as a current
asset or liability when the remaining maturity of the hedged item is less than 12 months.
Trading derivatives are classified as a current asset or liability.
Cashflowhedge
The effective portion of changes in the fair value of derivatives that are designated and qualify
as cash flow hedges is recognised in equity. The gain or loss relating to the ineffective portion
is recognised immediately in the income statement.
2 summary Of siGnificant accOuntinG POlicies (cOnt’D.)
W Derivativefinancialinstrumentsandhedgingactivities(Cont’d.)
Cashflowhedge(Cont’d.)
Amounts accumulated in equity are recycled in the income statement in the periods when the
hedged item affects profit or loss. However, when a forecast transaction that is hedged results
in the recognition of a non-financial asset, the gains and losses previously deferred in equity
are transferred from equity and included in the initial measurement of the cost of the asset.
When a hedging instrument expires or is sold, or when a hedge no longer meets the criteria
for hedge accounting, any cumulative gain or loss existing in equity at that time remains in
equity and is recognised when the forecast transaction is ultimately recognised in the income
statement. When a forecast transaction is no longer expected to occur, the cumulative gain or
loss that was reported in equity is immediately transferred to the income statement.
Derivativesatfairvaluethroughprofitorloss
Changes in the fair value of derivative financial instrument that do not qualify for hedge
accounting are recognised in income statement as they arise.
Derivatives embedded in other financial instruments or other non-financial host contracts are
treated as separate derivatives when their risk and characteristics are not closely related to
those of the host contract and the host contract is not carried at fair value with unrealised
gains or losses reported in income statement.
X Fairvalueofderivativesandotherfinancialinstruments
The fair value of financial instruments that are not traded in an active market is determined
using valuation techniques. The Group uses its judgement to select a variety of methods and
make assumptions that are mainly based on market conditions existing at each balance sheet
date. The Group has used discounted cash flow analysis for various available-for-sale financial
assets that are not traded in active markets.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 73
3 financial risK manaGement
FinancialRiskFactors
The Group’s activities expose it to a variety of financial risks, including foreign currency exchange
risk, interest rate risk, credit risk, liquidity and cash flow risk. The Group’s overall financial risk
management objective is to minimise potential adverse effects on the financial performance of the
Group.
The Group uses derivative financial instruments such as forward foreign currency exchange and
interest rate swap contracts to hedge certain exposures.
(a) Foreigncurrencyexchangeriskmanagement
The Group operates internationally and is exposed to foreign currency exchange risk as
a result of the foreign currency transactions and borrowings entered into by the group
companies in currencies other than their functional currencies. Forward foreign currency
exchange contracts are used to limit exposure to currency fluctuations on foreign currency
receivables and payables, and on cash flows generated from anticipated transactions
denominated in foreign currencies.
(b) Interestrateriskmanagement
The Group’s interest rate exposure arises principally from the Group’s trade payables and
borrowings. The interest rate risk is managed through the use of fixed and floating interest
rate debt and derivative financial instruments. The Group has used interest rate swaps as cash
flow hedges of future interest payments.
(c) Creditriskmanagement
The Group has no significant concentration of credit risk with individual counter-parties.
Customer credit risk exposure is managed with a combination of credit limits and arrears
monitoring procedures. Deposits of cash are placed only with financial institutions with strong
short-term credit rating or are appropriately supervised or regulated.
3 financial risK manaGement (cOnt’D.)
(d) Liquidityandcashflowriskmanagement
Prudent liquidity risk management implies maintaining sufficient cash and marketable
securities, the availability of funding through an adequate amount of committed credit facilities
and the ability to close out market positions. Due to the dynamic nature of the underlying
businesses, the Group’s Treasury aims at maintaining flexibility in funding by keeping
committed credit lines available and if necessary, obtaining additional debt funding.
Further details on financial risks are disclosed in Note 31.
4 critical accOuntinG estimates anD JuDGements
Estimates and judgements are continually evaluated by the Directors and management and are
based on historical experience and other factors, including expectations of future events that are
believed to be reasonable under the circumstances. The estimates and assumptions that have a
significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year are discussed below.
(a) Revenuerecognition
The Group recognises revenue when the significant risks and rewards of ownership of any
goods and services have been transferred. See Note S of the significant accounting policies
for details of revenue recognition policies.
(b) Estimatedimpairmentofreceivables
The Group provides for impairment of receivables when there is objective evidence that the
Group will not be able to collect all amounts due according to the original terms of receivables.
This calculation of impairment requires the use of estimates.
(c) Share-basedpayment
The cost of providing share-based payments to employees is charged to the income statement
over the vesting period of the related share options or share allocations. The cost is based on
the fair value of the options or shares allocated and the number of options expected to vest.
The fair value of each option or share is determined using the Binomial option pricing model.
For details of assumptions, see Note 27 of the financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
74 ASTRO ALL ASIA NETWORKS p lc
4 critical accOuntinG estimates anD JuDGements (cOnt’D.)
(d) Deferredtax
Deferred tax is provided on temporary differences arising on investments in subsidiaries
and associates, except where the timing of the reversal of the temporary difference can be
controlled and it is probable that the temporary difference will not reverse in the foreseeable
future. For further details please refer to Note 17 of the financial statements.
(e) Customeracquisitioncosts
Customer acquisition costs are incurred in activating new customers in the multi-channel
subscription television service and include sales and marketing related expenses and
subsidised set-top box equipment costs. The subsidies on set-top boxes represent the
difference between set-top box costs and set-top box revenues which are recognised in
accordance with significant accounting policies stated in Note J and Note S respectively.
Management exercises judgement in establishing the set-top box selling price with the
intention to subsidise the set-top box cost for long term benefits.
(f) Carryingvalueoffilmlibraryandprogrammerights
The assessment of the useful lives of the film library and programme rights required
judgement. Amortisation is charged to the income statement based on the accounting policy
set out in Note F.
The Group assesses annually whether film library and programme rights have any indication
of impairment, in accordance with the accounting policies stated in Note F and Note G
respectively.
Recoverable amounts have been ascertained by the subsidiaries owning the film library and
programme rights through the value in use calculations. These are determined by applying the
discounted cash flow methodology on the business plan of the subsidiaries which are based
on past experience as well as future expected market trends. The discount rates applied in
the assessment ranged from 12% – 16% and are derived from the weighted average cost of
capital adjusted for the relevant subsidiaries’ risk premium.
4 critical accOuntinG estimates anD JuDGements (cOnt’D.)
(f) Carryingvalueoffilmlibraryandprogrammerights(Cont’d.)
Based on the estimated value in use calculated using the discounted cash flow methodology,
the recoverable amount of the Shaw film library in the Library Licensing and Distribution
segment, is higher than the carrying value. Therefore, no impairment loss was recognised for
the financial year ended 31 January 2008. Should the discount rate applied in the assessment
increase by eight percentage points or more, the fair value of the Shaw film library will be
lower than the carrying value.
In relation to the carrying value of the programme rights acquired for the Indonesian
operations, the recoverable amount based on the discounted cash flow methodology is higher
than the associated carrying value and therefore, no impairment loss was recognised. The
assumptions used in the cash flows for assessment of the carrying value of the programme
rights are dependant on the continuity of the operation of a satellite, subscription based, TV
broadcast operation in Indonesia.
(g) PTDirectVision(“PTDV”)
As at 31 January 2007, the Group had considered the facts and circumstances governing the
operation of the business of PTDV and had accounted for its investment in PTDV as a jointly
controlled entity.
However, due to inconclusive negotiations between the parties to the proposed joint venture,
the Directors had, on 13 September 2007, decided that the Group will no longer equity
account for its investment in PTDV and accordingly the Group has written off assets and
balances of RM92.4 million arising from the investment in PTDV during the financial year.
As the parties involved in the proposed joint venture continue to seek an acceptable solution
to matters relating to PTDV, the Directors had also elected for the Group to continue providing
services until negotiations are concluded. During the financial year, the Group has expensed
RM135.0 million in respect of costs to provide services to PTDV and expenses incurred in
developing a DTH business proposal in Indonesia
For further details on PTDV, please refer to Note 16 of the financial statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 75
5 seGment infOrmatiOn
(a) Primaryreportingformat–businesssegments
The Group is organised into the following business segments:
Malaysian multi channel television – provides multi channel Direct-to-Home subscription television and related interactive television services in Malaysia.
Radio – provides radio broadcasting services.
Library licensing and distribution – the ownership of a library of Chinese filmed entertainment and the aggregation and distribution of the library and related content.
Others – a magazine publishing business; interactive content business for the mobile telephony platform; Malaysian film production business; talent management; creation of animation content; television content aggregation and distribution; ownership of buildings, Group’s regional investments in media businesses and investment holding companies.
2008
Malaysian Library multichannel licensingand television Radio distribution Others Total RM’000 RM’000 RM’000 RM’000 RM’000
Revenue
Total revenue 2,325,273 168,896 89,296 588,235 3,171,700 Inter-segment revenue (972) (2,355) (28,213) (538,462) (570,002)
External revenue 2,324,301 166,541 61,083 49,773 2,601,698
Segmentresults
Total gross segment results 490,950 63,381 (27,164) 128,620 655,787 Inter-segment results (227,040)
428,747 Costs to provide services to PTDV and expenses incurred in developing a DTH business proposal in Indonesia – – – (134,993) (134,993)
Write-off of assets and balances arising from the investment in PTDV – – – (92,415) (92,415)
Profit from operations 201,339 Finance income (net) 31,023 Share of post tax results from investments accounted for using the equity method – – – (95,731) (95,731)
Profit before taxation 136,631 Taxation (148,501)
Loss for the year (11,870)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
76 ASTRO ALL ASIA NETWORKS p lc
5 seGment infOrmatiOn (cOnt’D.)
(a) Primaryreportingformat–businesssegments(Cont’d.)
2007
Malaysian Library multichannel licensingand television Radio distribution Others Total RM’000 RM’000 RM’000 RM’000 RM’000
Revenue
Total revenue 1,978,251 151,057 75,292 313,383 2,517,983
Inter-segment revenue (1,002) (3,525) (18,558) (270,596) (293,681)
External revenue 1,977,249 147,532 56,734 42,787 2,224,302
Segmentresults
Total gross segment results 484,112 57,892 (39,672) 51,856 554,188
Inter-segment results (131,271)
Profit from operations 422,917
Finance income (net) 17,519
Share of post tax results from investments accounted for using the equity method – – – (160,025) (160,025)
Profit before taxation 280,411
Taxation (129,151)
Profit for the year 151,260
Inter-segment revenue represents transfers between segments and is eliminated on consolidation. These transfers are accounted for in the segments at estimated competitive market prices that would be
charged to unaffiliated customers for similar goods and services.
Segment results represent the segment revenue less segment expenses, comprising expenses directly attributable and allocated to the segment. Certain components included within inter-segment results
eliminate against the relevant income/expenditure recorded below the segment results line or against assets or liabilities.
Unallocated finance income (net) comprises interest income, net of interest on bank borrowings, finance leases liabilities and certain debt service and other finance costs.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 77
5 seGment infOrmatiOn (cOnt’D.)
(a) Primaryreportingformat–businesssegments(Cont’d.)
2008
Malaysian Library multichannel licensingand television Radio distribution Others Total RM’000 RM’000 RM’000 RM’000 RM’000
Otherinformation
Segment assets 1,313,620 102,731 241,479 406,039 2,063,869 Investments accounted for using the equity method – – – 387,722 387,722 Unallocated assets
– Deposits with licensed banks & financial institutions 905,511 – Deferred tax assets 255,957 – Tax recoverable 1,786
1,163,254
Total assets 3,614,845
Segment liabilities 872,617 47,236 31,650 241,606 1,193,109 Unallocated liabilities
– Borrowings (interest bearing) 786,571 – Current tax liabilities 4,003 – Deferred tax liabilities 10,727
801,301
Total liabilities 1,994,410
Othersegmentitems
Property, plant and equipment additions 774,012 6,229 313 30,564 811,118 Intangible assets additions 111,640 – 43,713 157,485 312,838 Depreciation of property plant and equipment 78,337 4,232 1,113 12,785 96,467 Amortisation of intangible assets 116,755 3,255 50,095 82,049 252,154 Impairment of receivables 34,428 1,284 – 1,670 37,382 Write-off of intangible assets – – – 5,386 5,386
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
78 ASTRO ALL ASIA NETWORKS p lc
5 seGment infOrmatiOn (cOnt’D.)
(a) Primaryreportingformat–businesssegments(Cont’d.)
2007
Malaysian Library multichannel licensingand television Radio distribution Others Total RM’000 RM’000 RM’000 RM’000 RM’000
Otherinformation
Segment assets 682,710 101,853 255,606 405,920 1,446,089 Investments accounted for using the equity method – – – 202,509 202,509 Unallocated assets – Deposits with licensed banks & financial institutions 981,677 – Deferred tax assets 395,693 – Tax recoverable 427
1,377,797
Total assets 3,026,395
Segment liabilities 805,845 43,064 32,944 255,482 1,137,335 Unallocated liabilities – Borrowings (interest bearing) 28,309 – Current tax liabilities 1,578 – Deferred tax liabilities 11,788
41,675
Total liabilities 1,179,010
Othersegmentitems
Property, plant and equipment additions 59,613 3,272 536 4,085 67,506 Intangible assets additions 116,334 – 41,807 86,606 244,747 Depreciation of property plant and equipment 53,635 3,538 1,302 7,685 66,160 Amortisation of intangible assets 100,282 5,529 47,147 12,945 165,903 Impairment of receivables 30,717 – – 1,205 31,922 Write-off of intangible assets – – – 8,879 8,879 Impairment of investment – – – 3,642 3,642
Segment assets consist primarily of property, plant and equipment, associates, jointly controlled entities, available for sales financial assets, intangible assets, inventories, receivables and prepayments and cash and bank balances. Unallocated assets consist of deposits with licensed banks and financial institutions, deferred tax assets and tax recoverable, which cannot be directly attributed to a particular segment.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 79
5 seGment infOrmatiOn (cOnt’D.)
(a) Primaryreportingformat–businesssegments(Cont’d.)
Segment liabilities comprise payables and provision for liabilities and charges. Unallocated
liabilities consist of borrowings, deferred tax liabilities and tax liabilities.
(b) Secondaryreportingformat–geographicalsegments
The Group’s geographical segments are:
Malaysia – comprises the multi-channel Direct-to-Home subscription television and related
interactive television business, radio broadcasting services, magazine publishing business,
interactive content business for the mobile telephony platform, film production business, talent
management, ownership of buildings and investment holding companies.
Hong Kong – comprises the ownership of a library of Chinese filmed entertainment, the
aggregation and distribution of the library and related content, a publishing business and
investment holding companies.
Others – represents investments in businesses outside Malaysia and Hong Kong that provide
multi-channel Direct-to-Home subscription television, radio broadcasting, creation of animation
content, television content aggregation and distribution and investment holding companies.
In determining the geographical segments of the Group, sales are based on the geographical
location in which the customers are located. Total assets, capital expenditure, film library and
programme rights additions and other intangible assets additions are determined based on
the geographical location of the assets.
2008 2007 RM’000 RM’000
Revenue
Malaysia 2,511,163 2,138,996
Hong Kong 26,854 21,380
Others 63,681 63,926
2,601,698 2,224,302
5 seGment infOrmatiOn (cOnt’D.)
(b) Secondaryreportingformat–geographicalsegments 2008 2007 RM’000 RM’000
Totalassets
Malaysia 1,789,935 1,006,455
Hong Kong 287,441 317,956
Others 374,215 324,187
Unallocated
– Deposits with licensed banks & financial institutions 905,511 981,677
– Deferred tax assets 255,957 395,693
– Tax recoverable 1,786 427
1,163,254 1,377,797
3,614,845 3,026,395
Property,plantandequipmentadditions*
Malaysia 810,597 64,671
Hong Kong 461 702
Others 60 2,133
811,118 67,506
Intangibleassetsadditions
Malaysia 180,064 127,602
Hong Kong 43,753 41,937
Others 89,021 75,208
312,838 244,747
* Includes items acquired by means of finance lease.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
80 ASTRO ALL ASIA NETWORKS p lc
6 revenue
Revenue comprises the invoiced value for the sale of goods and services net of sales and service taxes, rebates and discounts, and after eliminating sales within the Group.
Revenue comprises the following: 2008 2007 RM’000 RM’000
Subscription revenue 2,148,124 1,800,951 Advertising revenue 319,243 292,501 Licensing income 66,598 60,257 Sale of set-top boxes 21,043 25,424 Sale of film library and programme rights 11,177 7,648 Others 35,513 37,521
2,601,698 2,224,302
7 PrOfit frOm OPeratiOns
The following items have been charged/(credited) in arriving at the profit from operations:
Note 2008 2007 RM’000 RM’000
Programme provider fees 628,128 478,206 Inventories recognised as expenses 261,297 228,076 Intangible assets: 19 – amortisation 252,154 165,903 – write-off 41,914 8,879 Marketing and market research expenses 107,399 69,818 Depreciation of property, plant and equipment 15 96,467 66,160 Impairment of receivables 37,382 31,922 Rental expense: – land and buildings 20,510 7,438 – equipment 14,034 12,677 Bad debts (write-back)/write-off (4,409) 7,847 Impairment of investment – 3,642
Rental income of land and buildings (484) (186)
7 PrOfit frOm OPeratiOns (cOnt’D.)
Auditors’remuneration
PricewaterhouseCoopers LLP (“PwC”) are the Group’s external auditors for the financial year under
review and are subject to re-appointment at the AGM. The aggregate fees for professional services
rendered by PwC and its associates are detailed below: 2008 2007 RM’000 RM’000
Audit of parent company and consolidated financial statements 606 611
– under accrual in prior years – 98
Fees payable to PwC and its associates for other services:
– audit of subsidiary companies pursuant to legislation* 1,428 2,264
– under accrual in prior year – 1,256
– tax services 412 494
– services relating to corporate finance transactions – 434
– other services pursuant to legislation 34 34
– other services** 7,090 8,261
9,570 13,452
* Includes the Group’s overseas subsidiaries
** Includes quarterly reviews, other attestation services, projects and advisory reviews/services
8 DirectOrs’ remuneratiOn
2008 2007 RM’000 RM’000
Fees 812 895
Salaries and emoluments 2,879 3,161
Share-based payment 384 1,331
Defined contribution plan 353 438
4,428 5,825
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 81
8 DirectOrs’ remuneratiOn (cOnt’D.)
2008 2007 RM’000 RM’000
Highest paid Director
– Salaries and emoluments 2,516 2,930
– Share-based payment 384 1,331
– Defined contribution plan 353 438
3,253 4,699
The number of options over ordinary shares granted to a Director in respect of the Company’s 2003
ESOS and MSIS during the financial year ended 31 January 2008 were 1,477,800 and Nil (2007:
720,000 and Nil) respectively.
The highest paid Director has not exercised any share options during the financial year.
9 emPlOyees (incluDinG executive DirectOr’s remuneratiOn)
2008 2007 RM’000 RM’000
Wages and salaries 299,084 208,204
Employee benefits in kind 16,669 11,978
Social security costs 3,659 1,405
Share-based payment 25,266 23,060
Defined contribution plan 31,789 25,804
376,467 270,451
Recruiting costs 3,751 1,619
Termination benefits 5,652 42
Staff training 5,542 3,016
391,412 275,128
The companies operating in Malaysia and Hong Kong are required by law to contribute a fixed
percentage of each employee’s salary to publicly administered defined contribution pension plans
for the employees’ retirement.
9 emPlOyees (incluDinG executive DirectOr’s remuneratiOn)
(cOnt’D.)
The average number of persons employed by the Group was as follows:- 2008 2007
Malaysian operations
– Corporate 158 121
– Multi channel television 2,525 2,524
– Radio 302 328
– Others* 791 98
3,776 3,071
Regional operations 185 200
3,961 3,271
* Including multi-media interactive services, as well as television content creation, aggregation
and distribution business segments.
10 finance cOsts anD finance incOme
2008 2007 RM’000 RM’000
(a) Financecosts
Interest costs:
– Bank borrowings (1,782) (167)
– Finance lease liabilities (26,903) (4,539)
– Vendor financing (18,540) (19,063)
(47,225) (23,769)
Debt service and other finance costs (15,110) (10,056)
(62,335) (33,825)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
82 ASTRO ALL ASIA NETWORKS p lc
10 finance cOsts anD finance incOme (cOnt’D.)
2008 2007 RM’000 RM’000
(b) Financeincome
Interest income 38,353 35,695
Realised foreign exchange gains 15,195 1,173
Unrealised foreign exchange gains 30,299 1,545
Gain from interest rate swap contract 9,511 12,931
93,358 51,344
Finance income (net) 31,023 17,519
11 taxatiOn
2008 2007 RM’000 RM’000
Currenttaxation:
Malaysian income tax
– Current year (9,533) (11,371)
– Over accrual in prior years 187 117
(9,346) (11,254)
Foreign income tax – current year (433) (517)
(9,779) (11,771)
Deferredtaxation
Origination and reversal of temporary differences (128,546) (85,249)
Change in Malaysian tax rate (10,176) (32,131)
(138,722) (117,380)
(148,501) (129,151)
11 taxatiOn (cOnt’D.)
The Group has not applied for group relief in Malaysia and other foreign countries in which the
subsidiaries operate as the Company and its subsidiaries either did not meet the qualifying criteria
for group relief or there were no immediate tax benefit.
The Company is a Malaysian tax resident as the control and management of its activities is
exercised in Malaysia and is subject to the Malaysian taxation rules and regulations. The subsidiaries
are subject to their individual countries’ taxation rules and regulations.
A reconciliation of income tax expense applicable to profit before taxation at the statutory rate to
income tax expense at the effective income tax rate of the Group is as follows:
2008 2007 RM’000 RM’000
Profit before taxation 136,631 280,411
Tax at Malaysia statutory tax rate of 26% (2007: 27%) (35,524) (75,711)
Tax effect of:
Different tax rates in other countries (11,912) (2,970)
Losses in foreign subsidiaries which were not available
for tax relief at Group level (57,187) (8,478)
Change in Malaysian tax rate (10,176) (32,131)
Share of post tax results from investments accounted for
using the equity method (29,349) (46,871)
Expenses not deductible for tax purposes (33,272) (34,186)
Income not subject to tax 13,637 14,530
Tax exempt income due to pioneer status 15,817 16,551
Utilisation of investment tax allowance – 67,186
Unrecognised deferred tax assets arising during the year (15,595) (13,102)
Over/(Under-accrual) of temporary differences in respect of
prior financial years (net) 15,060 (13,969)
Taxation charge (148,501) (129,151)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 83
11 taxatiOn (cOnt’D.)
Malaysian income tax is calculated at the statutory rate of 26% (2007: 27%) of the estimated
assessable profit for the year. The Malaysian corporate tax rate is reduced from 26% to 25% with
effect from year of assessment 2009, the computation of deferred tax has been adjusted accordingly
to reflect such changes. Taxation for other jurisdictions is calculated at the rates prevailing in the
respective jurisdictions. Deferred tax is calculated on temporary differences between the tax base of
assets and liabilities and their carrying amounts in the financial statements.
The Group’s effective tax rate is higher than the statutory rate mainly due to losses in foreign
subsidiaries, associates, overseas investments and certain Malaysian subsidiaries which were not
available for tax relief at Group level and additional deferred tax charge from restatement of deferred
tax following the change in Malaysian corporate tax rate.
12 DiviDenDs
During the financial year ended 31 January 2008, the following dividends were paid:
2008 2007 RM’000 RM’000
Second interim tax exempt dividend of 2.0 sen per share in respect
of financial year ended 31 January 2007, paid on 27 April 2007 38,669 –
Final tax exempt dividend of 3.0 sen per share in respect of
financial year ended 31 January 2007, paid on 30 August 2007
(2007: Final tax exempt dividend of 3.5 sen per share in
respect of financial year ended 31 January 2006) 58,021 67,480
First interim tax exempt dividend of 2.0 sen per share in respect of
financial year ended 31 January 2008, paid on 11 October 2007
(2007: First tax exempt interim dividend of 2.0 sen per share in
respect of financial year ended 31 January 2007) 38,680 38,563
Second interim tax exempt dividend of 3.0 sen per share in respect
of financial year ended 31 January 2008, paid on 14 January 2008 58,021 –
193,391 106,043
12 DiviDenDs (cOnt’D.)
A third interim dividend of 3.0 sen per share consisting of gross dividend of 2.7 sen per share less 25% Malaysian income tax and tax exempt dividend of 0.3 sen per share amounting to RM44,966,000 in respect of the financial year ended 31 January 2008 was declared and is payable on 24 April 2008.
The Directors also recommend a final tax exempt dividend payment of 2.0 sen per share estimated at RM38,681,000 in respect of the financial year ended 31 January 2008 subject to the approval of the Company’s shareholders at the forthcoming Annual General Meeting. The final tax exempt dividend will be paid on a date to be determined.
13 earninGs Per share
Basic earnings per share of the Group is calculated by dividing the net profit attributable to equity holders of the Company by the weighted average number of ordinary shares in issue during the financial year.
Diluted earnings per share of the Group is calculated by dividing the profit attributable to equity holders by the weighted average number of ordinary shares, adjusted for the assumed conversion of all dilutive potential ordinary shares arising from the share options granted under the ESOS and MSIS.
2008 2007 RM’000 RM’000
(Loss)/Profit attributable to equity holders of the Company (RM’000) (6,158) 160,428
Weighted average number of ordinary shares (‘000) 1,933,769 1,928,452 Adjustment for share options granted (‘000) 2,390 6,523
Adjusted weighted average number of ordinary shares (‘000) 1,936,159 1,934,975
Basic earnings per share (sen) (0.32) 8.32
Diluted earnings per share (sen) N/A 8.29
Not applicable as the options under the ESOS and MSIS are anti dilutive and would decrease the loss per share for the financial year.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
84 ASTRO ALL ASIA NETWORKS p lc
14 nOtes tO the cOnsOliDateD cash flOw statement
Note 2008 2007 RM’000 RM’000
(a) Adjustmentsfornon-cashitems
Contra arrangements – revenue (4,486) (1,170)
Value of employee services – share options 9 25,266 23,060
Interest income 10 (38,353) (35,695)
Interest expense 10 47,225 23,769
Gain from interest rate swap contract 10 (9,511) (12,931)
Unrealised foreign exchange gains 10 (30,299) (1,545)
Taxation 11 148,501 129,151
Property, plant and equipment
– Depreciation 15 96,467 66,160
– Gain on disposal (735) (486)
– Impairment 9 –
Intangible assets
– Amortisation 19 252,154 165,903
– Write-off 5,386 8,879
Dilution of equity interest in a subsidiary (253) (528)
Impairment of investment – 3,642
Write-off of assets and balances arising from
the investment in PTDV 92,415 –
Share of post tax results from investments
accounted for using the equity method 95,731 160,025
679,517 528,234
14 nOtes tO the cOnsOliDateD cash flOw statement (cOnt’D.)
Note 2008 2007 RM’000 RM’000
(b) CashFlowsFromInvestingActivities
Investment in cumulative redeemable
convertible preference shares 18 (3,000) –
Purchase of investment accounted for using
equity method 16 (420,791) (191,466)
Capital repayment from an investee – 17,663
Repayment of advance from associate 2,104 –
Proceeds from disposal of associates 505 –
Proceeds from shares issued to minority interests 1,285 761
Proceeds from disposal of property, plant
and equipment 913 707
Proceeds from disposal of intangibles 40 –
Refund of remastering costs – 11,963
Acquisition of intangibles (33,950) (28,830)
Purchase of property, plant and equipment (171,484) (67,506)
(624,378) (256,708)
(c) CashFlowsFromFinancingActivities
Dividends paid 12 (193,391) (106,043)
Interest paid (49,566) (16,829)
Drawdown of borrowings 266,803 –
Proceeds from realisation of interest rate
swap contract 11,178 11,264
Issuance of shares pursuant to exercise of
share options 4,841 20,381
Repayment of finance lease liabilities (33,806) (32,493)
Repayment of borrowings (63,584) –
(57,525) (123,720)
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 85
15 PrOPerty, Plant anD equiPment
Broadcast Equipment, and Assets Freehold Satellite fixtures transmission under Group land Buildings transponders andfittings equipment construction Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At1February2006
Cost – 173,911 249,305 187,147 487,405 21,129 1,118,897 Accumulated depreciation – (41,002) (211,369) (147,663) (430,489) – (830,523)
Net book amount – 132,909 37,936 39,484 56,916 21,129 288,374
Netbookamount
At 1 February 2006 – 132,909 37,936 39,484 56,916 21,129 288,374 Additions – – – 15,666 23,117 28,723 67,506 Disposals – – – (13) (208) – (221) Transfers between classes 10,586 4 – 879 24,592 (36,061) – Transfers from intangible assets – – – 41 24,773 (1,070) 23,744 Depreciation charge – (4,292) (21,679) (14,987) (25,202) – (66,160) Currency translation differences – – – (329) (71) (88) (488)
At 31 January 2007 10,586 128,621 16,257 40,741 103,917 12,633 312,755
At31January2007 Cost 10,586 173,855 249,305 200,109 554,778 12,633 1,201,266 Accumulated depreciation - (45,234) (233,048) (159,368) (450,861) – (888,511)
Net book amount 10,586 128,621 16,257 40,741 103,917 12,633 312,755
Netbookamount
At 1 February 2007 10,586 128,621 16,257 40,741 103,917 12,633 312,755 Additions – 28 637,530 36,731 70,767 66,062 811,118 Disposals – – – (143) (35) – (178) Transfers between classes – – – 2,399 8,672 (11,071) – Transfers to inventories – – – – (1,642) – (1,642) Depreciation charge – (4,297) (44,611) (16,244) (31,315) – (96,467) Impairment – – – (9) – – (9) Currency translation differences – – – (230) (82) – (312)
At 31 January 2008 10,586 124,352 609,176 63,245 150,282 67,624 1,025,265
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
86 ASTRO ALL ASIA NETWORKS p lc
15 PrOPerty, Plant anD equiPment (cOnt’D.)
Broadcast Equipment, and Assets Freehold Satellite fixtures transmission under Group land Buildings transponders andfittings equipment construction Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At31January2008
Cost 10,586 173,097 886,835 232,023 630,948 67,624 2,001,113 Accumulated depreciation – (48,745) (277,659) (168,778) (480,666) – (975,848)
Net book amount 10,586 124,352 609,176 63,245 150,282 67,624 1,025,265
During the financial year, the Group capitalised the lease of transponders on the Malaysia East Asia Satellite 3 with an aggregate cost of RM637,530,000 (2007: Nil) by means of finance lease. Assets capitalised and
held under finance lease also include equipment, fixtures and fittings at net carrying value of RM1,360,000.
Details on finance lease liabilities are disclosed in Note 25 (b).
16 interest in investments accOunteD fOr usinG the equity
methOD
2008 2007 RM’000 RM’000
Investments-at cost 374,688 87,615
Long term advances and receivables 328,786 320,234
Cumulative post tax results and impairment losses (315,752) (205,340)
387,722 202,509
The Group has not recognised losses for the current financial year amounting to RM2,425,000
(2007: RM3,218,000) for Advanced Wireless Technologies Sdn Bhd. The accumulated losses not
recognised were RM6,391,000 (2007: RM3,966,000). These losses exceed the Group’s interest in
the associate.
16 interest in investments accOunteD fOr usinG the equity
methOD (cOnt’D.)
The Group’s interest in the assets, liabilities, income and expenses of the investments in equity
accounted units, is as follows: 2008 2007 RM’000 RM’000
Non-current assets 270,080 250,475 Current assets 161,437 87,059 Current liabilities (63,738) (154,436) Non-current liabilities (36,396) (147,195)
Net assets 331,383 35,903
Revenue 53,207 47,792 Expenses (150,349) (207,817)
(97,142) (160,025)
Refer to Note 33 (a) for further details on the Group’s commitment for investments in an associate and a joint venture.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 87
16 interest in investments accOunteD fOr usinG the equity
methOD (cOnt’D.)
Details of principal investments in equity accounted units, are as follows:
Effectiveequity Countryof interest Financial Nameofcompany incorporation 2008 2007 yearend Principalactivities % %
TVB Publishing Hong Kong 26.3 26.3 31 Dec Investment holding
Holding Limited
(“TVBPH”)
Advanced Wireless Malaysia 25.0 25.0 31 Dec Provision of wireless
Technologies multimedia related
Sdn. Bhd. (“AWT”) services
Deccan Digital India – 29.0 31 Mar Provision of information
Networks technology enabled
(Hyderabad) services
Private Limited
(“DNP”)
A.V. Digital Networks India – 29.0 31 Mar Provision of information
(Hyderabad) technology enabled
Private Limited services
(“ANP”)
Metro Digital Networks India – 29.0 31 Mar Provision of information
(Hyderabad) technology enabled
Private Limited services
(“MNP”)
16 interest in investments accOunteD fOr usinG the equity
methOD (cOnt’D.)
Effectiveequity Countryof interest Financial Nameofcompany incorporation 2008 2007 yearend Principalactivities % %
Tiansheng AART China 49.0 49.0 31 Dec Provision of advertising
Advertising agency services
Services Ltd
(“TAAS”)
Sun Direct TV Private India 20.0 – 31 Mar Provision of Direct-to-
Limited (“Sun Home digital satellite
Direct TV”) broadcast pay-
television services
Flexi Infosoftech India 26.0 – 31 Mar Provision of software
Solutions Private services and other
Limited support services
(“Flexi Infosoftech”)
Max Flexi Services India 45.2 – 31 Mar Provision of software
Private Limited services and other
(“Max Flexi”) support services
(a) Participation in multi-channel digital satellite pay television and multimediabusinessinIndonesia
Pursuant to the Subscription and Shareholders’ Agreement dated 11 March 2005 (“SSA”),
the Group together with PT Ayunda Prima Mitra, a subsidiary of PT First Media Tbk (formerly
known as PT Broadband Multimedia Tbk), agreed to participate in PT Direct Vision (“PTDV”),
to provide multi-channel digital satellite pay television and multimedia services in Indonesia
(“Indonesian Venture”).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
88 ASTRO ALL ASIA NETWORKS p lc
16 interest in investments accOunteD fOr usinG the equity
methOD (cOnt’D.)
(a) Participation in multi-channel digital satellite pay television and multimediabusinessinIndonesia(Cont’d.)
On 26 August 2005, Komisi Penyiaran Indonesia, the Indonesian broadcasting regulator,
issued a decree limiting foreign equity participation to 20% and requiring all broadcasters to
submit applications for a broadcast licence under new Broadcasting Law. As a consequence,
the parties entered into further discussions to restructure the Indonesian Venture and the SSA
lapsed on 31 July 2006.
The service was launched by PTDV on 28 February 2006 under a trademark licence
agreement with MEASAT Broadcast Network Systems Sdn Bhd.
Due to inconclusive negotiations between the parties to the proposed Indonesian Venture, the
Directors had, on 13 September 2007, decided that the Group will no longer equity account
for its investment in PTDV and accordingly the Group has written off assets and balances of
RM92,415,000 arising from the investment in PTDV during the financial year.
As the parties involved in the proposed Indonesian Venture continue to seek an acceptable
solution to matters relating to PTDV, the Directors had also elected for the Group to continue
providing services until negotiations are concluded. During the financial year, the Group has
included RM134,993,000 in respect of costs to provide services to PTDV and expenses
incurred in developing a DTH business proposal in Indonesia.
In the event that no agreement is reached, the Group expects to account for further costs
relating to specific commitments made in relation to PTDV operations of approximately
RM200.0 million.
16 interest in investments accOunteD fOr usinG the equity
methOD (cOnt’D.)
(b) Investmentsinjointlycontrolledentities
(i) SunDirectTV
On 5 April 2007, the Group had agreed to participate in a proposed joint venture for the provision of Direct-to-Home digital satellite broadcast pay-television services in India, with Kalanithi Maran and Kavery Kalanithi, collectively referred to as the “Maran Group”.
Under the proposed joint venture, South Asia Entertainment Holdings Ltd (“SAEHL”), a wholly-owned subsidiary of the Group, agreed to invest up to INR7,470 million by subscribing for new equity shares representing 20% of the enlarged capital of Sun Direct TV Private Limited (“Sun Direct TV”) over a period of 3 years, in accordance with the funding requirements of Sun Direct TV, as set out in a business plan of Sun Direct TV agreed between the Maran Group, SAEHL and Sun Direct TV.
On 10 December 2007, SAEHL had completed the subscriptions of 39,677,420 new shares in Sun Direct TV for a total cash consideration of INR3,157,132,000. Following the completion of the subscriptions, SAEHL has a shareholding interest of 20% in Sun Direct TV.
Sun Direct TV is a company incorporated in India with a licence to provide Direct-to-Home digital satellite broadcast pay-television services in India.
Capital commitment relating to investment in Sun Direct TV is shown in Note 33 (a).
(ii) MaxFlexiandFlexiInfosoftech
South Asia Software Technologies Ltd (“SAST”), a wholly-owned subsidiary of the Group, acquired 45.2% equity interest in Max Flexi for INR157,000 (RM12,920) on 27 December 2007 and 26.0% equity interest in Flexi Infosoftech for INR35,000 (RM2,890) on 28 December 2007. Flexi Infosoftech has 26.0% equity interest in Max Flexi. SAST also subscribed for 63,789,999 fully paid up cumulative convertible preference shares (“CCPS”) of INR10 each in Max Flexi for INR637,900,000 (RM63.8 million) on 27 December 2007. Subject to compliance with the applicable laws, the CCPS are convertible upon expiry of seven years from issue date or upon a conversion request
from the holder or Max Flexi subject to the existing shareholders having a pre-emptive
right to maintain their current shareholdings in Max Flexi.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 89
16 interest in investments accOunteD fOr usinG the equity
methOD (cOnt’D.)
(b) Investmentsinjointlycontrolledentities(Cont’d.)
(ii) MaxFlexiandFlexiInfosoftech(Cont’d.)
The following transactions occurred subsequent to the year end:
On 7 February 2008, SAST’s equity interest in Flexi Infosoftech was diluted to 21.5%
following subscription to new shares by other existing shareholders of Flexi Infosoftech.
On 27 February 2008, SAST subscribed for an additional 2,949,115 fully paid up CCPS
of INR10 each in Max Flexi for INR29,491,000 (RM2.4 million). This CCPS rank pari
passu to all existing CCPS issued by Max Flexi.
(iii) SouthAsiaFMLtd
On 28 February 2008, South Asia Multimedia Technologies Ltd, a wholly-owned
subsidiary of the Group, acquired 6.98% equity interest in South Asia FM Ltd for a total
cash consideration of INR149,236,000 (RM12.3 million).
17 DeferreD tax
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when the deferred taxes relate to the same tax
authority. The following amounts, determined after appropriate offsetting, are shown in the balance
sheet: 2008 2007 RM’000 RM’000
Deferred tax assets 255,957 395,693
Deferred tax liabilities (10,727) (11,788)
245,230 383,905
17 DeferreD tax (cOnt’D.)
2008 2007 RM’000 RM’000
At beginning of financial year 383,905 501,262
(Charged)/credited to income statement:
– property, plant and equipment (22,348) (26,332)
– film library and programme rights (5,042) (490)
– tax losses (109,620) (86,396)
– provisions and accruals 12,418 (8,502)
– interest receivable 293 138
– impairment of receivables (14,422) 3,991
– others (1) 211
(138,722) (117,380)
Other movements:
– currency translation differences 47 23
At end of financial year 245,230 383,905
Deferredtaxassets(beforeoffsetting)
Property, plant and equipment 11,172 12,444
Tax losses 259,752 369,292
Provisions and accruals 16,374 3,897
Impairment of receivables 19,058 33,480
306,356 419,113
Offsetting (50,399) (23,420)
Deferredtaxassets(afteroffsetting) 255,957 395,693
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
90 ASTRO ALL ASIA NETWORKS p lc
17 DeferreD tax (cOnt’D.)
2008 2007 RM’000 RM’000
Deferredtaxliabilities(beforeoffsetting)
Property, plant and equipment (42,368) (21,946)
Film library and programme rights (7,421) (1,632)
Interest receivable (11,337) (11,630)
(61,126) (35,208)
Offsetting 50,399 23,420
Deferredtaxliabilities(afteroffsetting) (10,727) (11,788)
The deferred tax assets are expected to be reversed as follows:
Within one year 151,505 96,464
After one year 104,452 299,229
Total deferred tax assets 255,957 395,693
The Directors have reviewed the business plans for the relevant subsidiaries and are of the opinion
that sufficient taxable income will be generated in future financial years to utilise the tax losses and
capital allowances carried forward.
The Group has the following amounts of tax losses, capital allowances and other temporary
differences carried forward in relation to companies in Malaysia, Hong Kong and other countries for
which the related tax effects have not been included in the financial statements:
2008 2007 RM’000 RM’000
Tax losses carried forward 353,684 311,036
Capital allowances carried forward 1,183 232
Other temporary differences carried forward 6,211 155
17 DeferreD tax (cOnt’D.)
In addition, certain Malaysian subsidiaries have unutilised investment tax allowances which
amounted to approximately: 2008 2007 RM’000 RM’000
Investment tax allowances 25,613 25,613
The benefits of unutilised tax losses, capital allowances and investment tax allowances can be
carried forward indefinitely and will be obtained when the relevant subsidiaries derive future
assessable income of a nature and of an amount sufficient for these carried forward tax losses,
capital allowances and investment tax allowances to be utilised respectively.
18 financial asset (Other investment)
Other investment comprises an investment in 3,000,000 cumulative redeemable convertible
preference shares of RM1.00 each. Under IFRS requirements, this is classified as loans and
receivables. The carrying amount of the investment approximates its fair value.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 91
19 intanGiBle assets
Filmlibrary& programme Software Remastering Group Goodwill rights costs costs Others Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At1February2006
Cost 345 869,451 199,065 20,715 55,408 1,144,984
Accumulated amortisation and impairment – (595,762) (80,590) – (7,977) (684,329)
Production in progress – (521) – – – (521)
Net book amount 345 273,168 118,475 20,715 47,431 460,134
Netbookamount
At 1 February 2006 345 273,168 118,475 20,715 47,431 460,134
Additions – 215,917 28,830 – – 244,747
Refund – – – (11,963) – (11,963)
Amortisation charge – (137,484) (17,788) – (10,631) (165,903)
Write-off – (2,532) – – (6,347) (8,879)
Currency translation differences – (18,509) (32) (634) (1,189) (20,364)
Transfers between classes – 8,118 – (8,118) – –
Transfers to property, plant and equipment – – (23,744) – – (23,744)
Other movements – (16,479) – – – (16,479)
At 31 January 2007 345 322,199 105,741 – 29,264 457,549
At31January2007
Cost 345 965,341 188,340 – 44,564 1,198,590
Accumulated amortisation and impairment – (647,424) (82,599) – (15,300) (745,323)
Production in progress – 4,282 – – – 4,282
Net book amount 345 322,199 105,741 – 29,264 457,549
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
92 ASTRO ALL ASIA NETWORKS p lc
19 intanGiBle assets (cOnt’D.)
Filmlibrary& programme Software Remastering Group Goodwill rights costs costs Others Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Netbookamount
At 1 February 2007 345 322,199 105,741 – 29,264 457,549
Additions – 278,888 33,950 – – 312,838
Disposals – – (40) – – (40)
Amortisation charge – (220,886) (24,943) – (6,325) (252,154)
Write-off – (41,914) – – – (41,914)
Currency translation differences – (22,687) (54) – (801) (23,542)
At 31 January 2008 345 315,600 114,654 – 22,138 452,737
At31January2008
Cost 345 1,110,456 220,916 – 42,686 1,374,403 Accumulated amortisation and impairment – (805,459) (106,262) – (20,548) (932,269) Production in progress – 10,603 – – – 10,603
Net book amount 345 315,600 114,654 – 22,138 452,737
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 93
20 inventOries
2008 2007 RM’000 RM’000
Atcost
Set-top boxes 30,207 44,775 Tapes and other materials 9,344 8,267
39,551 53,042
21 receivaBles anD PrePayments
2008 2007 RM’000 RM’000
Trade receivables 360,193 356,719 Impairment of trade receivables (80,586) (131,308)
Trade receivables – net 279,607 225,411 Other receivables, net of impairment 120,632 149,807 Amounts due from investments accounted for using the equity method 2,071 3,181 Amounts due from related parties 23,917 37,632 Prepayments 35,769 100,716
461,996 516,747
Other receivables are stated net of impairment of RM1,402,000 (2007: RM864,000).
2008 2007 RM’000 RM’000
Movements in impairment of trade and other receivables
At beginning of financial year 132,172 100,250 Charge for the year 37,382 31,922 Amounts written off (87,439) – Currency translation differences (127) –
At end of financial year 81,988 132,172
21 receivaBles anD PrePayments (cOnt’D.)
Credit terms of trade receivables range from zero to 60 days.
Total net receivables excluding prepayments were denominated in the following currencies:
2008 2007 RM’000 RM’000
Ringgit Malaysia 285,204 294,675
United States Dollar (“USD”) 71,244 54,752
Hong Kong Dollar (“HKD”) 36,054 30,197
Indian Rupee (“INR”) 25,222 22,243
Others 8,503 14,164
426,227 416,031
22 Derivative financial instruments
2008 2007
Assets Liabilities Assets Liabilities RM’000 RM’000 RM’000 RM’000
Forward foreign currency exchange
contracts – cash flow hedges – 140 – –
Interest-rate swaps – cash flow hedges – – 12,008 –
Forwardforeigncurrencyexchangecontracts
The notional principal amounts of the outstanding forward foreign exchange contracts at 31 January
2008 were RM5,109,000 (2007: nil).
Interest-rateswap
The notional principal amount of the outstanding interest rate swap contract at 31 January 2008
was nil (2007: RM525,375,000).
The maturity profile of the derivative financial instruments are disclosed in Note 31(b) of the financial
statements.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
94 ASTRO ALL ASIA NETWORKS p lc
23 cash anD cash equivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise the following:
2008 2007 RM’000 RM’000
Deposits with licensed banks and financial institutions 905,511 981,677 Cash and bank balances 81,320 93,988
Cash and cash equivalents 986,831 1,075,665
Deposits of the Group have an average maturity of 11 days (2007: 13 days) for the financial year.
The effective interest rates per annum for deposits as at the end of the financial year are between 2.8% to 4.8% (2007: 2.4% to 5.2%).
Deposits, cash and bank balances are denominated in the following currencies:
2008 2007 RM’000 RM’000
RM 881,116 936,514 USD 77,440 103,842 HKD 25,069 33,751 Others 3,206 1,558
986,831 1,075,665
24 PayaBles
2008 2007 RM’000 RM’000
Current
Trade payables and accruals 454,880 402,218 Other payables and accruals 386,584 395,572 Amounts due to investment accounted for using the equity method 46 34 Amounts due to related parties 48,683 33,376 Unearned revenue 132,579 100,887
1,022,772 932,087
24 PayaBles (cOnt’D.)
2008 2007 RM’000 RM’000
Non-current Trade payables and accruals 155,357 191,603 Amounts due to investment accounted for using the equity method 329 325 Amounts due to related parties 14,511 13,320
170,197 205,248
Credit terms granted by vendors generally range from zero to 90 days. Vendors of set-top boxes have granted extended payment terms of 24 months (“vendor financing”) on a Letter of Credit (“LC”), Usance Letter of Credit Payable at Sight (“ULCP”) and also Promissory Notes (“PN”) basis to the Group as set out below:
(i) Interest is charged for LC at two year USD swap rate calculated at 700 days from invoice date and/or twenty-four month SIBOR (as defined in the agreement) + 1.5% per annum calculated at 725 days from delivery date.
(ii) Interest is charged for ULCP at the USD LIBOR or Ringgit Cost of Fund + 0.5% per annum calculated at 360 or 365 days respectively from delivery date.
(iii) Interest is charged for PN at the USD LIBOR or Ringgit Cost of Fund + 0.5% per annum calculated at 360 or 365 days respectively from issuance date.
The effective interest rates at the end of the financial year range between 4.3% and 6.6% (2007: 3.6% and 6.7%) per annum.
Total payables (excluding unearned revenue) were denominated in the following currencies:
2008 2007 RM’000 RM’000
RM 860,876 487,497 USD 162,631 256,863 INR 1,895 246,748 EURO 1,046 18,294 HKD 20,083 12,046 Others 13,859 15,000
1,060,390 1,036,448
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 95
25 BOrrOwinGs
2008 2007 RM’000 RM’000
Current
Bank loan (secured) (a) 3,914 1,825
Finance lease liabilities (not later than 1 year) (b) 17,240 26,484
USD Facilities (unsecured) (c) 465 –
21,619 28,309
Non-current
Finance lease liabilities (b)
Later than 1 year but not more than 5 years 119,852 –
Later than 5 years 454,800 –
574,652 –
USD Facilities (unsecured) (c) 190,300 –
764,952 –
786,571 28,309
Total borrowings are denominated in the following currencies:
RM 591,892 26,484
USD 190,765 –
Others 3,914 1,825
786,571 28,309
The effective interest rates for borrowings at the end of the financial year range between 4.3% to
13% (2007: 9.1% to 9.7%) per annum.
(a) Bankloan(secured)
Standby letters of credit have been provided as security for the bank loan.
25 BOrrOwinGs (cOnt’D.)
(b) Financeleaseliabilities
Finance lease liabilities include the lease of transponders on the Malaysia East Asia Satellite 3
from MEASAT Satellite Systems Sdn Bhd, a related party.
The following is a summary of the minimum lease payments: 2008 2007 RM’000 RM’000
Minimum lease payments:
Not later than 1 year 52,695 27,772
Later than 1 year and not more than 5 years 247,163 –
Later than 5 years 593,041 –
892,899 27,772
Future finance charges on finance lease (301,007) (1,288)
Present value of lease rental obligation 591,892 26,484
The finance lease liabilities are effectively secured as the rights of the leased asset revert to
the lessor in the event of default.
(c) USD300millionGuaranteedTermandRevolvingFacilities
This is in respect of USD300 million Guaranteed Term and Revolving Facilities secured on 18
October 2004 (“USD Facilities”) comprising Tranche A (USD150 million), Tranche B (USD75
million) and Tranche C (USD75 million). Tranche A of the USD Facilities lapsed on 18 April
2007. On 14 December 2007, the facility documentation was amended and the guarantees
provided by MEASAT Broadcast Network Systems Sdn Bhd and Airtime Management and
Programming Sdn Bhd were released. With the amendment, (i) a total of USD4.9 million out
of the USD150 million was terminated following one lender’s non-consent to the amendments
leaving a balance USD145 million available for reimbursing debt settlement and/or financing
general corporate purposes and working capital of the Company and its subsidiaries and
(ii) the availability of the balance USD Facilities is subject to annual extension up to the final
maturity dates of 18 October 2009 (USD100 million) and 18 October 2010 (USD45 million).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
96 ASTRO ALL ASIA NETWORKS p lc
25 BOrrOwinGs (cOnt’D.)
(d) Syndicatedtermandrevolvingfacilities
Subsequent to the financial year, the Company’s wholly-owned subsidiary, ASTRO Global
Ventures (L) Ltd had on 7 March 2008 entered into a syndicated term and revolving facilities
(“Facilities”) agreement arranged by Citibank Malaysia (L) Limited and DBS Bank Ltd.
The Facilities comprise commitments in US Dollars which are guaranteed by the Company and
a proposed Ringgit term loan facility to be obtained by the Company, aggregating up to a sum
of USD300 million. The Facilities have a tenure of 5 years from the date of the agreement and
can be utilised to meet the Group’s funding requirements and general working capital.
26 share caPital
2008 2007 RM’000 RM’000
Authorised
Ordinary shares of 10p each
At beginning/end of financial year
(3,000,000,000 ordinary shares) 1,851,000 1,851,000
Redeemable preference shares (“RPS”) and
redeemable convertible preference shares (“RCPS”)
RPS of GBP1.00 each (49,998 RPS) – 299
Series I RCPS of 1p each (53,947,368 RCPS) – 3,296
Series II RCPS of 1p each (103,947,368 RCPS) – 6,352
– 9,947
26 share caPital (cOnt’D.)
On 26 July 2007, pursuant to shareholders’ approval at the EGM, the authorised share capital of the
Company has been amended from GBP301,628,945 divided into 3,000,000,000 ordinary shares of
10p each, 49,998 RPS of GBP1.00 each, 53,947,368 Series I RCPS of 1p each and 103,947,368
Series II RCPS of 1p each to GBP300,000,000 divided into 3,000,000,000 ordinary shares of
10p each.
2008 2007 RM’000 RM’000
Issuedandfullypaid
Ordinary shares of 10p each
At beginning of financial year
(1,932,776,161 (2007: 1,927,332,461) ordinary shares) 1,199,194 1,195,432
Shares issued pursuant to exercise of share options
(1,256,400 (2007: 5,443,700) ordinary shares) 855 3,762
At end of financial year (1,934,032,561 (2007: 1,932,776,161)
ordinary shares) 1,200,049 1,199,194
The issue of shares related to amounts issued through the employee share option schemes for a
cash consideration of RM4,841,000 (2007: RM20,381,000).
27 share-BaseD Payment
2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)
The Company’s ESOS and MSIS came into effect on 22 October 2003 for a period of 10 years.
These Schemes are governed by the 2003 Bye-Laws, which were approved by the Board of
Directors and Shareholders of the Company on 29 September 2003.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 97
27 share-BaseD Payment (cOnt’D.)
2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)(Cont’d.)
The main features of the ESOS and MSIS are as follows:
• The total number of shares which may be issued by the Company shall not exceed in aggregate
10% of the Company’s issued and fully paid share capital at any time during the existence of
these Schemes.
• The total number of shares which may be issued under options granted under these Schemes
to executive Directors and members of senior management of the Company and its subsidiaries
shall not exceed in aggregate 50% of the shares available under these Schemes.
• The total number of shares which may be issued under options granted under these Schemes
to any employee who, either singly or collectively through his/her associates, holds 20% or more
in the issued and fully paid share capital of the Company shall not exceed in aggregate 10% of
the shares available under these Schemes.
• Subject to the discretion of the Board, any employee (including an executive director) shall be
eligible to participate in the ESOS.
• The option price under the ESOS and MSIS initial grant is the price at which a share was
subscribed for by a retail investor under the IPO.
• The option price under the ESOS and MSIS for any subsequent grant, is the weighted average of
the market price quotation of shares for the five market days immediately preceding the date on
which the option is granted less, if the Board of Directors shall so determine at their discretion
from time to time, a discount of not more than 10% or the par value of a share, whichever is
higher.
• Details of the share option eligibility criteria may be obtained by the employees from the Human
Resource Division.
• No option shall be granted pursuant to these Schemes on or after the tenth anniversary of the
date on which these Schemes shall become effective, and no awards granted prior to such tenth
anniversary may extend beyond that.
27 share-BaseD Payment (cOnt’D.)
2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)(Cont’d.)
The movement of the number of share options outstanding and their related weighted average exercise prices are as follows:
2008 2007
Average Average exercise exercise price price pershare Number pershare Number RM ofoptions RM ofoptions
GroupandCompany
ESOS
At beginning of financial year 4.44 74,713,350 4.40 50,834,800 Granted 4.31 26,162,550 4.43 34,768,450 Forfeited 4.43 (13,529,034) 4.65 (5,446,200) Exercised 3.85 (1,256,400) 3.74 (5,443,700)
At end of financial year 4.41 86,090,466 4.44 74,713,350
Exercisable at end of period 4.43 41,188,066 4.18 21,284,440
GroupandCompany
MSIS
At beginning of financial year 3.72 7,843,400 3.72 7,933,400 Forfeited 3.69 (1,459,340) 4.10 (90,000)
At end of financial year 3.73 6,384,060 3.72 7,843,400
Exercisable at end of period 3.73 6,384,060 – –
ESOS
The share options granted give the option holders the right to purchase the shares of the Company and will expire on 21 October 2013. The share options vest over a timeline as stipulated in the ESOS Letter of Offer and criteria stated therein. The weighted average share price of the ESOS exercised during the financial year was RM4.13 (2007: RM4.93).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
98 ASTRO ALL ASIA NETWORKS p lc
27 share-BaseD Payment (cOnt’D.)
2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)(Cont’d.)
ESOS(Cont’d.)
The options over ordinary shares of the Company outstanding under the ESOS as at end of financial years, consist of the following:
Exercise Numberofoptionsover Dategranted price Vestingperiod ordinaryshares RM 2008 2007
22 October 2003 3.65 22 October 2004 – 2006 9,341,400 10,312,200 30 January 2004 3.96 30 January 2005 – 2007 230,700 259,200 30 April 2004 4.75 30 April 2005 – 2007 559,880 622,900 19 May 2004 4.40 19 May 2005 – 2007 498,800 498,800 30 July 2004 4.10 30 July 2005 – 2007 265,500 299,300 30 October 2004 4.59 30 October 2005 – 2007 259,600 277,100 30 January 2005 5.13 30 January 2006 – 2008 209,800 228,900 11 March 2005 4.80 11 March 2006 – 2008 752,000 752,000 1 April 2005 4.70 1 April 2006 – 2008 21,814,534 23,563,800 30 April 2005 4.76 30 April 2006 – 2008 1,393,000 1,590,900 1 August 2005 5.13 1 August 2006 – 2008 1,031,500 1,107,200 24 October 2005 4.78 24 October 2006 – 2008 20,000 20,000 30 October 2005 4.78 30 October 2006 – 2008 1,104,600 1,138,800 31 January 2006 4.40 31 January 2007 – 2009 732,952 843,700 30 April 2006 4.13 30 April 2007 – 2009 1,532,050 1,583,750 8 May 2006 4.17 8 May 2007 – 2009 720,000 720,000 30 July 2006 4.22 30 July 2007 – 2009 1,563,800 2,202,800 9 October 2006 5.00 1 February 2007 – 2010 750,000 – 31 October 2006 4.48 31 October 2007 – 2009 1,375,900 – 1 November 2006 4.48 1 November 2007 – 2009 23,765,700 28,692,000 30 January 2007 4.94 30 January 2008 – 2010 1,132,300 – 1 February 2007 5.44 30 April 2008 – 2011 6,000,000 – 30 April 2007 4.26 30 April 2008 – 2010 2,180,750 – 29 June 2007 4.13 29 July 2008 – 2010 1,477,800 – 30 July 2007 3.71 30 July 2008 – 2010 2,236,300 – 30 October 2007 3.06 30 October 2008 – 2010 5,141,600 –
86,090,466 74,713,350
27 share-BaseD Payment (cOnt’D.)
2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)(Cont’d.)
MSIS
The share options granted give the option holders the right to purchase the shares of the Company
and will expire on 21 October 2013. A substantial number of the shares options vested on 30 April
2007 and are exercisable from 22 October 2007.
The options over ordinary shares of the Company outstanding under the MSIS as at end of financial
years, consist of the following:
Numberofoptionsover Dategranted Exerciseprice Vestingdate ordinaryshares RM 2008 2007
22 October 2003 3.65 30 April 2007 5,874,750 7,277,500
30 April 2004 4.75 30 April 2007 356,310 395,900
30 July 2004 4.10 30 April 2007 81,000 90,000
30 October 2004 4.59 30 April 2007 72,000 80,000
6,384,060 7,843,400
The Group incurred a charge of RM25,266,000 (2007: RM23,060,000) in respect of share-based
payments to eligible employees within the Group. Included in this amount was the Parent Company’s
charge of RM5,079,000 (2007: RM3,330,000). The remaining amount of RM20,187,000 (2007:
RM19,730,000) was recharged to respective subsidiaries within the Group.
The weighted average fair value of options granted during the period was determined using the
Binomial valuation model. Key inputs and assumptions used to estimate the fair value of the share
option includes the weighted average share price at the grant date, average risk free interest rate,
weighted average expected dividend yield, exercise prices and the standard deviation of expected
share price returns. The standard deviation of expected share price returns is based on statistical
analysis of weekly closing share prices from 31 October 2003 to 27 July 2007.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 99
27 share-BaseD Payment (cOnt’D.)
2003EmployeeShareOptionScheme (“ESOS”)and2003ManagementShare IncentiveScheme(“MSIS”)(collectivelythe“Schemes”)(Cont’d.)
Inputs into the model: 2008 2007
Average Exercise price RM4.31 RM4.43
Weighted average grant date share price RM4.13 RM4.94
Weighted average fair value of option RM1.03 RM1.18
Average risk free rate 4.35% 4.35%
Weighted average expected dividend yield 3.69% 2.13%
Expected volatility 21.04% 19.30%
Options granted under the ESOS and MSIS schemes do not carry any dividend or voting rights prior
to the exercise of the options and will be subject to the provisions of the Memorandum and Articles
of Association. Upon the exercise of the options, shares issued shall rank pari passu in all respects
with existing ordinary shares of the Company.
28 share Premium (nOn-DistriButaBle)
2008 2007 RM’000 RM’000
Premium on ordinary shares of 10p each
At beginning of financial year 27,643 11,024
Premium on issuance of ordinary shares:
– pursuant to exercise of share options 3,986 16,619
At end of financial year 31,629 27,643
29 merGer reserve (nOn-DistriButaBle)
The merger reserve arose from the Company’s business combination with ASTRO Overseas Limited
(“AOL”) prior to the introduction of IFRS 3 - ‘Business Combinations’. The merger reserve represents
the excess of the value of the share capital of AOL acquired of RM1,242,875,000 over the nominal
value of shares of the Company being issued of RM724,429,000.
30 minOrity interests
2008 2007 RM’000 RM’000
At beginning of financial year 5,522 14,457
Dilution of equity interest in a subsidiary 1,462 233
Share of net losses (5,712) (9,168)
Currency translation differences (9) –
At end of financial year 1,263 5,522
31 financial instruments
(a) Creditrisk
The Group is exposed to credit risk arising from the financial assets of the Group, which
comprise receivables, cash and cash equivalents and derivative financial instruments.
Tradereceivables
Concentration of credit risk with respect to trade receivables are limited due to the Group’s
large number of customers. The Directors believe that there is no additional credit exposure
above the amounts provided.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
100 ASTRO ALL ASIA NETWORKS p lc
31 financial instruments (cOnt’D.)
(a) Creditrisk(Cont’d.)
Tradereceivables(Cont’d.)
The credit quality of trade receivables that were neither past due nor impaired as at the
balance sheet date, can be assessed by reference to historical information relating to
counterparty default rates: 2008 2007 RM’000 RM’000
Customers with no defaults in the past 72,812 82,598
Customers with some defaults in the past (all defaults
were fully recovered) 111,898 63,506
184,710 146,104
As at 31 January 2008, the analysis of the age of trade receivables that were past due but not
impaired is as follows:
Pastduebutnotimpaired
Not Between Between Between
laterthan 31and60 61and90 91and120 Over 30days days days days 120days Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
As at 31
January
2008 6,027 37,421 18,645 14,335 18,469 94,897
As at 31
January
2007 4,986 34,064 8,461 13,646 18,150 79,307
31 financial instruments (cOnt’D.)
(a) Creditrisk(Cont’d.)
Otherfinancialassets
With respect to credit risk arising from the other financial assets of the Group, the Group’s
exposure to credit risk arises from default of the counterparty, with a maximum exposure
equal to the carrying amount of these instruments.
In addition, a majority of the Group’s deposits are placed with financial institutions with strong
short-term credit rating in Malaysia.
(b) Liquidityrisk
The table below summarises the maturity profile of the Group’s financial liabilities (borrowings
and payables, excluding unearned revenue) at 31 January 2008 based on contractual
undiscounted payments: Between Within 1and5 Over Ondemand 1year years 5years Total RM’000 RM’000 RM’000 RM’000 RM’000
At31January2008
Borrowings – 57,074 437,463 593,041 1,087,578 Payables 195,534 702,924 177,207 10 1,075,675 Derivative financial
instruments
– financial liabilities – 140 – – 140
195,534 760,138 614,670 593,051 2,163,393
At31January2007
Borrowings – 29,597 – – 29,597
Payables 169,276 667,643 215,355 2 1,052,276
169,276 697,240 215,355 2 1,081,873
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 101
31 financial instruments (cOnt’D.)
(c) Marketrisk
Foreigncurrencysensitivity
The following table demonstrates the sensitivity to a reasonably possible change in the
United States Dollar (“USD”) exchange rate, with all other variables held constant, of the
Group’s profit before taxation. The sensitivity analysis includes outstanding foreign currency
denominated monetary items and adjusts their translation at the year end for a 10% change
in the exchange rate.
Increase/ Effecton decreasein profitbefore Effecton USDrate tax equity RM’000 RM’000
2008 +10% (51,239) 497 –10% 51,239 (497)
2007 +10% (27,667) –
–10% 27,667 –
Interestratesensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest
rates, with all other variables held constant, of the Group’s profit before taxation. The
sensitivity analysis is determined based on the impact on floating rate financial instruments at
the balance sheet date.
Increase/ Effecton decreasein profitbefore Effecton basispoints tax equity RM’000 RM’000
2008 +100 (404) – –100 404 –
2007 +100 (222) 5,254
–100 222 (5,254)
31 financial instruments (cOnt’D.)
(d) Capitalriskmanagement
The Group’s objectives when managing capital are to safeguard the Group’s ability to continue as a going concern in order to provide returns to shareholders and benefits for other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Group consists of borrowings, cash and cash equivalents and total equity, comprising issued share capital, reserves and minority interests, as follows:
2008 2007 RM’000 RM’000
Total borrowings 786,571 28,309 Less: cash and cash equivalents (986,831) (1,075,665)
(200,260) (1,047,356) Total equity 1,620,435 1,847,385
Total capital 1,420,175 800,029
The Group will balance its overall capital structure through the payment of dividends, new share issues as well as the issue of new debt or the repayment of existing borrowings.
No changes were made in the objectives, policies or processes during the year ended 31 January 2008.
(e) Fairvalues
The carrying amounts of the Group’s financial assets and liabilities at the balance sheet date approximate their fair values except as set out below:
2008 2007
Carrying Carrying amounts Fairvalue amounts Fairvalue RM’000 RM’000 RM’000 RM’000
Fixedratefinancialliabilities whicharedenominated inRM
Finance lease facilities 591,892 577,412 26,484 26,484
The interest on non-current payables and borrowings are charged on a floating rate basis and hence the carrying amounts approximate their fair values at the respective balance sheet dates.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
102 ASTRO ALL ASIA NETWORKS p lc
32 siGnificant relateD Party DisclOsures
The Group has a number of related party transactions and the Group’s policy is, where practicable,
to agree terms with the related parties which are similar to those that would be available if the
transaction was contracted with a third party.
The Group has entered into a variety of related party transactions with companies directly or
indirectly controlled by or associated with Usaha Tegas Sdn. Bhd. (“UTSB”) as well as companies
or entities directly or indirectly controlled by or associated with Ananda Krishnan Tatparanandam or
in which he is deemed to have an interest, both of whom are deemed substantial shareholders of
the Company. UTSB is ultimately controlled by the trustee of a discretionary trust, the beneficiaries
of which are members of the family of Ananda Krishnan Tatparanandam and foundations including
those for charitable purposes (“the Trust”).
The principal companies associated with UTSB are Tanjong Public Limited Company (“Tanjong”) and
Maxis Communications Berhad (“Maxis”). MAI Holdings Sdn. Bhd. is ultimately controlled by Ananda
Krishnan Tatparanandam.
Relatedparties Relationship
Kristal-Astro Sdn. Bhd. Associate of the Company
AETN All Asia Networks Pte Ltd Jointly controlled entity of the Company
Maxis Broadband Sdn. Bhd. Subsidiary of Maxis
Malaysian Mobile Services Sdn. Bhd. Subsidiary of Maxis
UTSB Management Sdn. Bhd. Subsidiary of UTSB
SRG Asia Pacific Sdn. Bhd. Subsidiary of UTSB
MEASAT Satellite Systems Sdn. Bhd. Subsidiary of MAI Holdings Sdn. Bhd.
Yes Television (Hong Kong) Limited Yes TV is a substantial shareholder of two subsidiaries
in the Group. Two of Yes TV’s directors are also directors
in these subsidiaries.
32 siGnificant relateD Party DisclOsures (cOnt’D.)
The following significant transactions were carried out with related parties:
(a) Sales of goods and services 2008 2007 RM’000 RM’000
Malaysian Mobile Services Sdn. Bhd.
(Multimedia and interactive sales and other services) 12,149 11,582
Maxis Broadband Sdn. Bhd.
(Multimedia and interactive sales and other services) 3,540 2,888
Kristal-Astro Sdn. Bhd.
(Set-top box sales, sales of programme rights, technical
support and other services) 4,459 9,067
AETN All Asia Networks Pte Ltd
(Playout channel service fee, subtitling and other services) 2,989 –
(b) Purchases of goods and services
UTSB Management Sdn. Bhd.
(Personnel, strategic, consultancy and support services) 15,122 15,076
Yes Television (Hong Kong) Limited
(Personnel, strategic, consultancy and support services) 5,663 6,763
Maxis Broadband Sdn. Bhd.
(Telecommunication services and other charges) 12,808 10,070
SRG Asia Pacific Sdn. Bhd.
(Interaction call center services) 14,104 10,725
MEASAT Satellite Systems Sdn. Bhd. (“MSS”)
(Expenses and payment related to finance lease, rental
and other charges) 78,645 26,666
AETN All Asia Networks Pte Ltd
(Turnaround channel transmission rights and
playout channel service deposit) 8,626 –
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 103
32 siGnificant relateD Party DisclOsures (cOnt’D.)
(b) Purchases of goods and services (Cont’d.)
Interactioncallcentreservices
Interaction call centre services are charged based on terms and conditions negotiated and
agreed by the parties.
Expensesrelatedtofinanceleases
The amounts payable to MSS represent interest, executory and related costs arising from the
lease of the transponders from MSS (refer to Note 25 (b)).
(c) Others 2008 2007 RM’000 RM’000
MEASAT Satellite Systems Sdn. Bhd.
(Deposit and advance payment for lease of
satellite transponders) – 31,994
(d) Year end balances arising from significant sales/purchases of goods and services
Receivablefromrelatedparties
Malaysian Mobile Services Sdn. Bhd. 7,226 8,166
Maxis Broadband Sdn. Bhd. 1,567 1,274
Kristal-Astro Sdn. Bhd. 1,369 2,436
AETN All Asia Networks Pte Ltd 6,028 –
Payabletorelatedparties
UTSB Management Sdn. Bhd. 23,001 3,017
Yes Television (Hong Kong) Limited 2 31
Maxis Broadband Sdn. Bhd. 2,483 2,568
SRG Asia Pacific Sdn. Bhd. 5,087 3,025
MEASAT Satellite Systems Sdn. Bhd. 3,400 3,954
AETN All Asia Networks Pte Ltd 8,626 –
32 siGnificant relateD Party DisclOsures (cOnt’D.)
(e) Key management personnel’s remuneration and emoluments excluding Directors:
2008 2007 RM’000 RM’000
Salaries and short term employee benefits 13,350 10,433
Defined contribution plan 553 576
Share-based payments 3,023 602
16,926 11,611
Key management personnel comprise of members of the senior management team who are
directly responsible for the financial and operating policies and decisions of the Group and
Company.
Directors’ remuneration and emoluments are disclosed in Note 8.
33 cOmmitments
(a) Capitalcommitments
Capital commitments approved and contracted for at the balance sheet date but not
recognised in the financial statements are as follows:
2008 2007 RM’000 RM’000
Capital expenditure 72,976 43,004
Investment in an associate 16,057 17,351
Investment in Sun Direct TV (note 16) 355,380 –
Finance lease commitments 235,690 –
680,103 60,355
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
104 ASTRO ALL ASIA NETWORKS p lc
33 cOmmitments (cOnt’D.)
(a) Capitalcommitments(Cont’d.)
Capitalcommitmentforinvestmentinanassociate
The capital commitment for investment in TVB Publishing Holding Limited (“TVBPH”) relates to the remaining payment for uncalled ordinary share capital following the acquisition on 20 August 2003 of an additional 10% of the issued ordinary share capital (of which 7.9% has been fully paid) (“Uncalled Shares”). Subject to meeting certain requirements, these payments are to be settled in four tranches of HKD9,675,000 each, two of which were due for payment on 30 September 2004 and another two on 30 June 2005. As at 31 January 2008, the Group was negotiating for the deferment of the payments.
The Uncalled Shares rank pari passu in all respect with the existing shares except that the Uncalled Shares shall be credited when paid and voting rights shall accrue in proportion to the amounts paid and dividends shall be apportioned and paid pro-rata according to the amounts paid on the Uncalled Shares. The shareholding in TVBPH will increase from 26.3% (2007: 26.3%) to 30.0% upon the full payment of the Uncalled Shares.
(b) Programmingcommitments
The Group has the following contracted film library and programme rights at the balance sheet
date which has not been recognised in the financial statements:
2008 2007 RM’000 RM’000
Film library and programme rights 126,081 174,363
33 cOmmitments (cOnt’D.)
(c) Operatingleasecommitments(non-cancellable)
The future aggregate minimum lease payments under non-cancellable operating leases are as follows:
2008 2007 RM’000 RM’000
Not later than 1 year 7,113 5,774 Later than 1 year and not more than 5 years 5,895 6,632 Later than 5 years 9,580 11,054
22,588 23,460
34 cOntinGent liaBilities
The Group have provided guarantees to third parties amounting to RM1,648,000 (2007:
RM2,381,000) in respect of licence fees in subsidiaries.
Guarantees of RM30,986,000 were provided to third parties in respect of working capital facilities
secured by associates in the previous financial year.
35 siGnificant POst Balance sheet events
There were no significant post balance sheet events as at 23 April 2008, except for as disclosed in
Note 16 (b) and Note 25 (d).
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 105
36 suBsiDiaries
All of the subsidiaries have been included in the consolidated financial statements. Details of principal subsidiaries are shown below:
Countryof Class Effectiveinterest Nameofsubsidiary incorporation ofshares 2008 2007 Principalactivities % %
DirectlyheldbytheCompany
ASTRO Overseas Limited (“AOL”) Bermuda Ordinary 100 100 Investment holding
MEASAT Broadcast Network Systems Sdn. Bhd. (“MBNS”) Malaysia Ordinary 100 100 Providing Direct-to-Home satellite broadcasting services
MEASAT Publications Sdn. Bhd. (“MPUB”) Malaysia Ordinary 100 100 Magazine publication and distribution
ASTRO Shaw Sdn. Bhd. (“ASSB”) Malaysia Ordinary 100 100 Production and distribution of films
MBNS Multimedia Technologies Sdn. Bhd. Malaysia Ordinary 100 100 Research and development of multimedia related technologies
Multimedia Interactive Technologies Sdn. Bhd. (“MMIT”) Malaysia Ordinary 100 100 Development and licensing of multimedia and interactive applications
Radio Advertising and Programming Systems Sdn. Bhd. Malaysia Ordinary – 100 Investment holding
(Dissolved on 2 November 2007) (Note 36(ii))
MEASAT Radio Communications Sdn. Bhd. Malaysia Ordinary 100 100 Operation of commercial radio broadcasting stations
Maestra Broadcast Sdn. Bhd. Malaysia Ordinary 100 100 Operation of commercial radio broadcasting stations
Hotspotz.Com Sdn. Bhd. Malaysia Ordinary 100 100 Multimedia and interactive advertising
Airtime Management and Programming Sdn. Bhd. (“AMP”) Malaysia Ordinary 100 100 Management of commercial radio broadcasting stations, content and
programming provider and provision of multimedia and advertising agency
services
Radio Lebuhraya Sdn. Bhd. (“RLSB”) Malaysia Ordinary 100 100 Establish, operate and maintain a radio broadcasting station
Astro Global Ventures (L) Ltd Malaysia Ordinary 100 – Undertaking corporate exercise
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
106 ASTRO ALL ASIA NETWORKS p lc
36 suBsiDiaries (cOnt’D.)
Countryof Class Effectiveinterest Nameofsubsidiary incorporation ofshares 2008 2007 Principalactivities % %
SubsidiariesheldbyAOL
All Asia Radio Technologies Limited (“AART”) Hong Kong Ordinary 100 100 Investment holding and engaging in radio broadcasting and provision of
programming, operation of radio stations, airtime sales and marketing and its
related activities.
ASTRO All Asia Entertainment Networks Limited (“AAAE”) Hong Kong Ordinary 100 100 Investment holding
ASTRO Nusantara International B.V. Netherlands Ordinary 100 100 Investment holding
ASTRO Nusantara Holdings B.V. Netherlands Ordinary 100 100 Investment holding
All Asia Interactive Technologies (BVI) Ltd (“AAIT”) BVI Ordinary 100 100 Investment holding
ASTRO (Brunei) Sdn. Bhd. (“ABSB”) Malaysia Ordinary 100 100 Investment holding
MEASAT Broadcast Network Systems (BVI) Ltd BVI Ordinary 100 100 Investment holding
East Asia Entertainment (BVI) Ltd (“EAE”) BVI Ordinary 100 100 Investment holding
Digital Software Exports Ltd (“DSEL”) Mauritius Ordinary 100 100 Investment holding
ASTRO E.Com Ltd (“AECL”) Mauritius Ordinary 100 100 Investment holding
South Asia Software Technologies Ltd (“SAST”) Mauritius Ordinary 100 100 Investment holding
(formerly known as South Asia Radio Holdings Ltd)
Philippine Animation N.V. (“PANV”) Netherlands Antilles Ordinary 100 100 Investment holding
All Asia Multimedia Networks FZ-LLC United Arab Emirates Ordinary 100 100 Development and supply of multimedia products and services
South Asia Entertainment Holdings Ltd Mauritius Ordinary 100 100 Investment holding
SubsidiaryheldbyMBNS MEASAT Digicast Sdn. Bhd. (“Digicast”) Malaysia Ordinary 100 100 Letting of property and related services
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 107
36 suBsiDiaries (cOnt’D.)
Countryof Class Effectiveinterest Nameofsubsidiary incorporation ofshares 2008 2007 Principalactivities % %
SubsidiariesheldbyASSB
Tayangan Unggul Sdn. Bhd. Malaysia Ordinary 100 100 Film production, acquisition, commissioning and distribution
Nusantara Films Sdn. Bhd. Malaysia Ordinary 100 100 Production, acquisition, commissioning and distribution of films
SubsidiariesheldbyAMP
DVR Player.Com Sdn. Bhd. Malaysia Ordinary 100 100 Provision of radio services via internet
MAMBO Networks Sdn. Bhd. Malaysia Ordinary 100 100 Provision of multimedia and interactive services and products
SubsidiaryheldbySAST
Airtime Marketing & Sales India Private Limited India Equity 74 74 Provision of consultancy, support services and studio facilities in the media sector
SubsidiaryheldbyAECLandDSEL
ASTRO Network India Private Limited (“ASTRO Network India”)(1) India Equity 74 74 Internet service provider business
SubsidiaryheldbyEAE
Celestial Entertainment Holdings Limited (“CEHL”) Hong Kong Ordinary 100 100 Investment holding
SubsidiaryheldbyCEHL
Celestial Pictures Limited (“CPL”) Hong Kong Ordinary 100 100 Film licensing and distribution
SubsidiariesheldbyCPL
Celestial Movie Channel Limited (“CMCL”) Hong Kong Ordinary 100 100 Distribution of movie channel
Celestial Filmed Entertainment Limited (“CFEL”) Hong Kong Ordinary 100 100 Film licensing and distribution
Celestial Enterprises Limited (“CEL”) Hong Kong Ordinary 100 100 Provision, licensing and distribution of television programme and channel
Celestial Productions Limited (“CPRL”) Hong Kong Ordinary 100 100 Film licensing and distribution
(1) Deemed effective interest via DSEL’s 49% equity interest in ASTRO Network India and AECL’s 49% direct equity interest in ASTRO E.Com India Private Limited, which holds 51% equity interest in ASTRO Network India.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
108 ASTRO ALL ASIA NETWORKS p lc
36 suBsiDiaries (cOnt’D.)
Countryof Class Effectiveinterest Nameofsubsidiary incorporation ofshares 2008 2007 Principalactivities % %
SubsidiariesheldbyCMCL
Tian Ying Movie Channel Limited Hong Kong Ordinary 100 100 Distribution of movie channel
Celestial Television Networks Limited United Kingdom Ordinary 100 100 Distribution of movie channel
SubsidiariesheldbyCFEL
Celestial Filmed Entertainment Inc United States Common 100 100 Film licensing and distribution
of America stock
SubsidiariesheldbyCEL
Beijing Celestial Channel Consulting Limited The People’s Ordinary 100 100 Provision of marketing and consulting services
Republic of China
Global Entertainment and Management Systems BVI Ordinary 100 100 Investment holding
(BVI) Ltd (“GEMS”)
SubsidiariesheldbyPANV
Philippine Animation Studio, Inc Philippines Ordinary 95.45 95.45 Producing, processing and exporting animated motion pictures and related
products and providing allied services
Pacific Digital Animation N.V. (“PDA”) Netherlands Antilles Ordinary 100 100 Studio management and holder of film properties rights
Pacific Digital Inc Philippines Ordinary 100 100 Producing, processing and exporting animation films and related products and
providing allied services
SubsidiaryheldbyAAIT
Plus Interactive Asia Limited Hong Kong Ordinary 75 75 Aggregation and distribution of content over broadband, providing web portal
outsourcing services and providing consultancy services
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 109
36 suBsiDiaries (cOnt’D.)
Countryof Class Effectiveinterest Nameofsubsidiary incorporation ofshares 2008 2007 Principalactivities % %
SubsidiariesheldbyAAAE
ASTRO Awani Network Ltd (“Awani”) (formerly known Mauritius Ordinary 80 80 Creation, production, acquisition, aggregation and syndication digital
as ASTRO Broadcast Corporation Ltd) multimedia programming content in the form of television and radio
programmes and channels for distribution across Asia Pacific markets
ASTRO Ceria Network (BVI) Ltd (formerly known as BVI Ordinary 100 100 Content creation and aggregation of kids channel
All Asia Programming Systems (BVI) Ltd)
ASTRO Aruna Network (BVI) Ltd (formerly known as BVI Ordinary 50 100 Content creation and aggregation of sinetron channel
All Asia Broadcast Networks Ltd) (Note 36(iv))
ASTRO Kirana Network (BVI) Ltd (formerly known BVI Ordinary 100 100 Content creation and aggregation of movie channel
as ASTRO Asia Pacific Broadcast Ltd)
ASTRO Xpresi Network (BVI) Ltd (formerly known BVI Ordinary 100 100 Content creation and aggregation of music/lifestyle channel
as All Asia Television Broadcast (BVI) Ltd)
Global Sports Entertainment S.à r.l. (“GSE”) (Note 36(i)) Luxembourg Ordinary 100 100 Investment holding
Goal TV Asia Limited (“Goal TV”) (Note 36(i)) Mauritius Ordinary 51 51 Channel licensing and distribution
ASTRO Entertainment Sdn. Bhd. (“AESB”) Malaysia Ordinary 100 100 Creation, aggregation and distribution of content
South Asia Creative Assets Ltd Mauritius Ordinary 100 – Investment holding
SubsidiaryheldbyPDA
Philippine Animators Group, Inc Philippines Ordinary 100 100 Producing, processing and distributing animation films and related products
and providing allied services
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
110 ASTRO ALL ASIA NETWORKS p lc
36 suBsiDiaries (cOnt’D.)
Countryof Class Effectiveinterest Nameofsubsidiary incorporation ofshares 2008 2007 Principalactivities % %
SubsidiariesheldbyAART
East Asia Radio Technologies Limited Hong Kong Ordinary 100 100 Designing, producing and disseminating advertisements and acting as
advertising sales agent
Nusantara Radio Holdings Limited Hong Kong Ordinary 100 100 Investment holding
South Asia Multimedia Technologies Ltd Mauritius Ordinary 100 100 Investment holding
All Asia Radio Technologies Media and Sales Sdn. Bhd. Malaysia Ordinary 100 – Airtime sales marketing and trading, media training and media research
SubsidiariesheldbyAESB
ASTRO Productions Sdn. Bhd. (“APRD”) (Note 36(iii)) Malaysia Ordinary 100 100 Production and distribution of television drama programmes
Maestro Talent and Management Sdn. Bhd. (“MTAM”) (Note 36(iii)) Malaysia Ordinary 100 100 Development and management of new talent in entertainment and broadcast
industry and music recording
Nusantara Seni Karya Sdn. Bhd. (“NSK”) (Note 36(iii), (iv)) Malaysia Ordinary 51 100 Production and distribution of specialised products
The following significant transactions occurred during the current financial year:
(i) The following subsidiaries were transferred within the Group as part of the Group’s internal restructuring plan, gearing towards the consolidation of investments in international content development and
aggregation of business:
NameofSubsidiary Transferfrom Transferto DateofTransfer
Goal TV AOL AAAE 31 March 2006
GSE AOL AAAE 31 March 2006
(ii) RAPS was dissolved by way of a member’s voluntary winding up on 2 November 2007.
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
ASTRO ALL ASIA NETWORKS p lc 111
36 suBsiDiaries (cOnt’D.)
(iii) The following subsidiaries were transferred within the Group as part of the Group’s internal restructuring plan, undertaken for the purpose of consolidating business activities related to television content under a
single entity namely AESB and to facilitate management direction and accountability in growing the Group’s content business:
NameofSubsidiary Transferfrom Transferto DateofTransfer
APRD the Company AESB 13 June 2007
MTAM the Company AESB 13 June 2007
NSK APRD AESB 13 June 2007
(iv) Dilution of interest in subsidiaries
(a) NSK
On 23 August 2007, NSK allotted 3,250,000 ordinary shares of RM1 each, of which 1,535,000 shares were issued to ASTRO Entertainment Sdn Bhd, a wholly-owned subsidiary of the Group, and
1,715,000 shares were issued to PT Tripar Multivision Plus. Following the change, the Group’s equity interest in NSK was diluted from 100% to 51%.
(b) ASTRO Aruna Network (BVI) Ltd
On 2 November 2007, the equity interest held by the Group in ASTRO Aruna Networks (BVI) Ltd was diluted from 100% to 50% as a result of the allotment of 1 ordinary share of USD1 each to Sound
Space International Limited.
37 nOn-cash transactiOns
The principal non-cash transactions are as follows:
Financialyearended31January2008
(a) Advertising airtime sales in exchange for consumable items of RM4,266,000 and subsequent settlement of liabilities using these consumable items
(b) Barter magazine advertising sales of RM220,000
(c) Acquisition of property, plant and equipment by means of finance lease of RM638,890,000
Financialyearended31January2007
(a) Advertising airtime sales in exchange for consumable items of RM1,170,000 and subsequent settlement of liabilities using these consumable items
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
31 January 2008
112 ASTRO ALL ASIA NETWORKS p lc
COMPANYINCOMESTATEMENTFORTHEFINANCIALYEARENDED31JANUARY2008
Note 2008 2007 RM’000 RM’000
Revenue (i) 275,286 165,292Cost of sales – –
Gross Profit 275,286 165,292
Other operating income 1 2Marketing and distribution costs (12,707) (8,998)Administrative expenses (73,115) (48,871)
Profit from operations (ii) 189,465 107,425Finance income (net) (v) 20,150 48,778
Profit before taxation 209,615 156,203Taxation (vi) (3,211) (6,102)
Profit after taxation 206,404 150,101
COMPANYBALANCESHEETASAT31JANUARY2008
Note 2008 2007 RM’000 RM’000
Non-CurrentAssets
Property, plant and equipment (vii) 1,174 857Investments in subsidiaries (xxi) 9,090,533 8,885,474Intangible assets (viii) 4,736 2,059
9,096,443 8,888,390
CurrentAssets
Receivables and prepayments (ix) 1,164,791 637,567Derivative financial instruments (x) – 12,008Tax recoverable – 298Cash and cash equivalents (xi) 82,386 575,124
1,247,177 1,224,997
Company Financial Statements
COMPANYBALANCESHEETASAT31JANUARY2008(CONT’D.)
Note 2008 2007 RM’000 RM’000
CurrentLiabilities
Payables (xii) 6,444,760 6,582,375Borrowings (interest bearing) (xiii) 465 –Current tax liabilities 667 –
6,445,892 6,582,375
Net current liabilities (5,198,715) (5,357,378)
Non-CurrentLiabilities
Deferred tax liabilities (xiv) 10,679 11,658Borrowings (interest bearing) (xiii) 190,300 –
200,979 11,658
3,696,749 3,519,354
Equity
Capital and reserves attributable to equity holders of the Company:
Share capital (xv) 1,200,049 1,199,194Share premium (xvi) 31,629 27,643Hedging reserve – 12,008Other reserve 83,074 58,798Retained earnings 2,381,997 2,221,711
3,696,749 3,519,354
The accompanying notes on pages 115 to 124 form part of the company financial statements.
The significant accounting policies and critical accounting estimates and judgements of the Company are set out on pages 62 to 74.
Approved by the Board of Directors on 23 April 2008 and signed on its behalf by
DATO’HAJIBADRIBINHAJIMASRI AUGUSTUSRALPHMARSHALLDIRECTOR DIRECTOR
ASTRO ALL ASIA NETWORKS p lc 113
COMPANYCASHFLOWSTATEMENTFORTHEFINANCIALYEARENDED31JANUARY2008
Note 2008 2007 RM’000 RM’000
CashFlowsFromOperatingActivities
Profit for the financial year 206,404 150,101
Intangible assets - amortisation (viii) 68 30
Property, plant and equipment (vii)
– Depreciation 247 128
– Impairment 5 –
Interest income (v) (33,707) (36,025)
RCPS yield (i) (22,800) (22,800)
Finance/Interest cost (v) 13,500 3,081
Value of employee services – share options (iv) 5,079 3,330
Taxation (vi) 3,211 6,102
Proceeds from interest rate swap contract (v) (9,648) (12,931)
Unrealised foreign exchange losses/(gains) (v) 13,216 (4,105)
175,575 86,911
Changes in working capital:
Receivables and prepayments (380,115) (364,216)
Payables (11,473) 26,037
Cash generated from operations (216,013) (251,268)
Income tax paid (3,225) (5,296)
Interest received 13,431 14,196
Net cash flow from operating activities (205,807) (242,368)
COMPANYCASHFLOWSTATEMENTFORTHEFINANCIALYEARENDED31JANUARY2008(CONT’D.)
Note 2008 2007 RM’000 RM’000
CashFlowsFromInvestingActivities
Advances to subsidiaries (349,169) (51,824)
Repayment from subsidiaries 55,997 517,428
Investment in subsidiaries – (150)
Purchase of property, plant and equipment (565) (428)
Acquisition of intangible assets (2,758) (63)
Net cash flow from investing activities (296,495) 464,963
CashFlowsFromFinancingActivities
Finance costs (12,264) (3,081)
Dividends paid (193,391) (106,043)
Proceeds from realisation of interest rate swap contract 9,648 11,264
Drawdown of borrowings 200,730 –
Issuance of shares pursuant to exercise of share options 4,841 20,381
Net cash flow from financing activities 9,564 (77,479)
Net(decrease)/increaseincashandcashequivalents (492,738) 145,116
Cashandcashequivalentsatbeginningoffinancialyear 575,124 430,008
Cashandcashequivalentsatendoffinancialyear (xi) 82,386 575,124
COMpANY FINANCIAL STATEMENTS
114 ASTRO ALL ASIA NETWORKS p lc
COMPANYSTATEMENTOFCHANGESINEQUITYFORTHEFINANCIALYEARENDED31JANUARY2008
Non-distributable
Share capital Share Hedging Other Retained (Notexv) premium reserve reserve earnings Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 February 2007 1,199,194 27,643 12,008 58,798 2,221,711 3,519,354 Cash flow hedge:
– fair value loss on hedging instrument – – (3,098) – – (3,098)– transfer to income statement – – (8,910) – – (8,910)
Net losses recognised directly in equity – – (12,008) – – (12,008)Profit for the year – – – – 206,404 206,404
Total recognised income and expense – – (12,008) – 206,404 194,396Share options:– proceeds from shares issued 855 3,986 – – – 4,841– value of employee services – – – 25,266 – 25,266– transfer upon exercise – – – (990) 990 –Winding up of a subsidiary – – – – 146,283 146,283Dividends – – – – (193,391) (193,391)
At 31 January 2008 1,200,049 31,629 – 83,074 2,381,997 3,696,749
At 1 February 2006 1,195,432 11,024 15,422 40,584 2,172,807 3,435,269
Cash flow hedge:– fair value gain on hedging instrument – – 4,906 – – 4,906– transfer to income statement – – (8,320) – – (8,320)
Net income recognised directly in equity – – (3,414) – – (3,414)Profit for the year – – – – 150,101 150,101
Total recognised income and expense – – (3,414) – 150,101 146,687Share options:– proceeds from shares issued 3,762 16,619 – – – 20,381– value of employee service – – – 23,060 – 23,060– transfer upon exercise – – – (4,846) 4,846 –Dividends – – – – (106,043) (106,043)
At 31 January 2007 1,199,194 27,643 12,008 58,798 2,221,711 3,519,354
COMpANY FINANCIAL STATEMENTS
ASTRO ALL ASIA NETWORKS p lc 115
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008
(i) Revenue
Revenue comprises the following:
2008 2007 RM’000 RM’000
Dividend income 197,335 107,250 RCPS yield 22,800 22,800 Management fees 55,151 35,242
Revenue 275,286 165,292
(ii) Profitfromoperations
The following items have been charged in arriving at the profit from operations:
2008 2007 RM’000 RM’000
Amortisation of intangible assets 68 30 Depreciation of tangible fixed assets 247 128 Rental of building 1,935 1,703
Auditorsremuneration
PricewaterhouseCoopers LLP (“PwC”) are the Group’s external auditors for the financial year under review and are subject to re-appointment at the AGM. The aggregate fees for professional services rendered by PwC and its associates are detailed below:
2008 2007 RM’000 RM’000
Audit of parent company and consolidated financial statements 606 611 – under accrual in respect of prior year – 98 Fees payable to PwC and its associates for other services: – tax services 231 278 – services relating to corporate finance transactions – 434 – other services pursuant to legislation 34 34 – all other services* 1,490 1,140
2,361 2,595
* Includes quarterly reviews, other attestation services, project and advisory review/services
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(iii) Directors’Remuneration 2008 2007 RM’000 RM’000
Fees 802 885
Salaries and emoluments 2,807 3,161
Share-based payment 384 1,331
Defined contribution plan 353 438
4,346 5,815
Highest paid Director
– Salaries and emoluments 2,516 2,930
– Share-based payment 384 1,331
– Defined contribution plan 353 438
3,253 4,699
(iv) Employees(includingExecutiveDirector’sremuneration) 2008 2007 RM’000 RM’000
Wages and salaries 33,345 20,803
Employee benefits in kind 2,151 597
Social security costs 108 59
Share-based payment 5,079 3,330
Defined contribution plan 3,265 2,482
43,948 27,271
Recruiting costs 1,812 421
Staff training 2,191 323
47,951 28,015
The average number of persons employed by the Company was 158 (2007: 121).
COMpANY FINANCIAL STATEMENTS
116 ASTRO ALL ASIA NETWORKS p lc
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(v) FinanceCostsAndFinanceIncome 2008 2007 RM’000 RM’000
Interest income 33,707 36,025
Realised foreign exchange gains/(losses) 3,511 (1,202)
Unrealised foreign exchange (losses)/gains (13,216) 4,105
Gain from interest rate swap contract 9,648 12,931
Finance income (gross) 33,650 51,859
Finance costs (gross) (13,500) (3,081)
Finance income (net) 20,150 48,778
(vi) Taxation 2008 2007 RM’000 RM’000
Current taxation:
– Current year (2,917) (5,833)
– Underaccrual in prior years (1,273) (50)
(4,190) (5,883)
Deferred taxation:
– Origination and reversal of temporary differences 552 (1,092)
– Change in Malaysian tax rate 427 873
(3,211) (6,102)
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(vi) Taxation(Cont’d.)
A reconciliation of income tax expense applicable to profit before taxation at the Malaysian
statutory rate to income tax expense at the effective income tax rate of the Company is as follows:
2008 2007 RM’000 RM’000
Profit before taxation 209,615 156,203
Tax at Malaysian tax rate (54,500) (42,175)
Tax effect of:
Change in Malaysian tax rate 427 873
Expenses not deductible for tax purposes (10,123) (4,588)
Income not subject to tax 62,318 40,278
Under-accrual in respect of prior financial years (net) (1,333) (490)
Taxation charge (3,211) (6,102)
Malaysian income tax is calculated at the statutory rate of 26% (2007: 27%) of the estimated
assessable profit for the year. The Malaysian corporate tax rate is reduced from 26% to 25%
with effect from year of assessment 2009, the computation of deferred tax has been adjusted
accordingly to reflect such changes.
COMpANY FINANCIAL STATEMENTS
ASTRO ALL ASIA NETWORKS p lc 117
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(vii) Property,PlantAndEquipment
Equipment,fixturesandfittings 2008 2007 RM’000 RM’000
At 1 February
Cost 1,478 816
Accumulated depreciation (621) (315)
Net book amount 857 501
Additions 565 428
Transfer from subsidiaries 4 56
Depreciation charge (247) (128)
Impairment (5) –
At 31 January 1,174 857
At31January
Cost 2,041 1,478
Accumulated depreciation (867) (621)
Net book amount 1,174 857
(viii) IntangibleAssets
Softwarecosts 2008 2007 RM’000 RM’000
At 1 February
Cost 2,126 2,063
Accumulated amortisation (67) (37)
Net book amount 2,059 2,026
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(viii) IntangibleAssets(Cont’d.)
Softwarecosts(Cont’d.) 2008 2007 RM’000 RM’000
Additions 2,758 63
Amortisation charge (68) (30)
Transfer to subsidiaries (13) –
At 31 January 4,736 2,059
At31January
Cost 4,864 2,126
Accumulated amortisation (128) (67)
Net book amount 4,736 2,059
(ix) ReceivablesAndPrepayments 2008 2007 RM’000 RM’000
Other receivables 3,055 170,317
Amounts due from related parties 369 115
Amounts due from subsidiaries 1,154,653 446,659
Total net receivables 1,158,077 617,091
Prepayments 6,714 20,476
1,164,791 637,567
All amounts due from subsidiaries are unsecured, interest-free and have no fixed terms of
repayment.
COMpANY FINANCIAL STATEMENTS
118 ASTRO ALL ASIA NETWORKS p lc
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(ix) ReceivablesAndPrepayments(Cont’d.)
Total net receivables were denominated in the following currencies: 2008 2007 RM’000 RM’000
RM 796,222 264,685
USD 283,145 332,518
Others 78,710 19,888
1,158,077 617,091
(x) DerivativeFinancialInstruments
2008 2007
Assets Liabilities Assets Liabilities RM’000 RM’000 RM’000 RM’000
Interest-rate swap – cash flow hedges – – 12,008 –
Interest-rateswap
The notional principal amounts of the outstanding interest rate swap contracts at 31 January
2008 was Nil (2007: RM525,375,000).
(xi) CashAndCashEquivalents
For the purposes of the cash flow statement, cash and cash equivalents comprise the following:
2008 2007 RM’000 RM’000
Deposits with licensed banks and financial institutions 81,831 573,087
Cash and bank balances 555 2,037
Cash and cash equivalents 82,386 575,124
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xi) CashAndCashEquivalents(Cont’d.)
Deposits of the Company have an average maturity of 11 days (2007: 21 days) for the financial
year.
The effective interest rates per annum on deposits for the Company as at the end of financial year
are between 2.7% to 4.6% (2007: 2.4% to 4.6%).
Deposits, cash and bank balances are denominated in the following currencies:
2008 2007 RM’000 RM’000
RM 13,270 547,266
USD 69,116 27,858
82,386 575,124
(xii) Payables 2008 2007 RM’000 RM’000
Other payables and accruals 15,562 131,150
Amounts due to related parties 3,641 2,814
Amounts due to subsidiaries 6,425,557 6,448,411
6,444,760 6,582,375
Total payables were denominated in the following currencies: 2008 2007 RM’000 RM’000
RM 6,406,565 6,440,980
INR 4,961 126,968
USD 26,682 10,062
Others 6,552 4,365
6,444,760 6,582,375
COMpANY FINANCIAL STATEMENTS
ASTRO ALL ASIA NETWORKS p lc 119
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xiii) Borrowings(unsecured) 2008 2007 RM’000 RM’000
Current 465 –
Non-current 190,300 –
190,765 –
The borrowing is in respect of the Company’s USD300m Guaranteed Term and Revolving Facilities
secured on 18 October 2004 (“USD Facilities”) comprise Tranche A (USD150m), Tranche B
(USD75m) and Tranche C (USD75m). Tranche A of the USD Facilities lapsed on 18 April 2007.
On 14 December 2007, the facility documentation was amended and the guarantees provided
by MEASAT Broadcast Network Systems Sdn Bhd and Airtime Management and Programming
Sdn Bhd were released. With the amendment, (i) a total of USD4.9m out of the USD150m was
terminated following one lenders’ non-consent to the amendments leaving a balance USD145m
available for reimbursing debt settlement and/or financing general corporate purposes and
working capital of the Company and its subsidiaries and (ii) the availability of the balance USD
Facilities is subject to annual extension up to the final maturity dates of 18 October 2009
(USD100m) and 18 October 2010 (USD45m).
The effective interest rates of the borrowings at the end of the financial year was 5.5% (2007:
Nil).
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xiv) DeferredTax Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when the deferred taxes relate to the same
tax authority. The following amounts, determined after appropriate offsetting, are shown in the
balance sheet: 2008 2007 RM’000 RM’000
Deferred tax liabilities (10,679) (11,658)
At beginning of financial year (11,658) (11,440)
(Charged)/credited to income statement:
– property, plant and equipment 18 (551)
– tax losses – (75)
– provisions and accruals 666 270
– interest receivable 295 138
979 (218)
At end of financial year (10,679) (11,658)
Deferred tax assets (before offsetting)
Provisions and accruals 1,209 543
Offsetting (1,209) (543)
Deferred tax assets (after offsetting) – –
Deferred tax liabilities (before offsetting)
Property, plant and equipment (553) (571)
Interest receivable (11,335) (11,630)
(11,888) (12,201)
Offsetting 1,209 543
Deferred tax liabilities (after offsetting) (10,679) (11,658)
COMpANY FINANCIAL STATEMENTS
120 ASTRO ALL ASIA NETWORKS p lc
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xv) ShareCapital 2008 2007 RM’000 RM’000
Authorised
Ordinary shares of 10p each
At beginning/end of financial year (3,000,000,000 ordinary shares) 1,851,000 1,851,000
Redeemable preference shares (“RPS”) and redeemable convertible preference shares (“RCPS”)
RPS of GBP1.00 each (49,998 RPS) – 299 Series I RCPS of 1p each (53,947,368 RCPS) – 3,296 Series II RCPS of 1p each (103,947,368 RCPS) – 6,352
– 9,947
On 26 July 2007, pursuant to shareholders’ approval at the EGM, the authorised share capital of the Company has been amended from GBP301,628,945 divided into 3,000,000,000 ordinary shares of 10p each, 49,998 RPS of GBP1.00 each, 53,947,368 Series I RCPS of 1p each and 103,947,368 Series II RCPS of 1p each to GBP300,000,000 divided into 3,000,000,000 ordinary shares of 10p each.
2008 2007 RM’000 RM’000
Issuedandfullypaid
Ordinary shares of 10p each
At beginning of financial year (1,932,776,161 (2007: 1,927,332,461) ordinary shares) 1,199,194 1,195,432 Shares issued pursuant to exercise of share options (1,256,400 (2007: 5,443,700) ordinary shares) 855 3,762
At end of financial year (1,934,032,561 (2007: 1,932,776,161) ordinary shares) 1,200,049 1,199,194
The share issues related to employee share option schemes with a cash consideration of RM4,841,000 (2007: RM20,381,000).
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xvi) SharePremium 2008 2007 RM’000 RM’000
Premium on ordinary shares of 10p each
At beginning of financial year 27,643 11,024
Premium on issuance of ordinary shares:
– pursuant to exercise of share options 3,986 16,619
At end of financial year 31,629 27,643
Details of the Company’s ESOS and MSIS schemes are disclosed in Note 27.
(xvii) FinancialInstruments
(a) Creditrisk
The Company is exposed to credit risk arising from the financial assets of the Company,
which comprise receivables, cash and cash equivalents and derivative financial instruments.
The Company has no significant concentration of credit risk. The Company’s exposure to
credit risk arises from default of the counterparty, with a maximum exposure equal to the
carrying amounts of these instruments. In addition, a majority of the Company’s deposits are
placed with financial institutions with strong short-term credit rating in Malaysia.
COMpANY FINANCIAL STATEMENTS
ASTRO ALL ASIA NETWORKS p lc 121
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xvii) FinancialInstruments(Cont’d.)
(b) Liquidityrisk
The table below summarises the maturity profile of the Company’s financial liabilities
(borrowings and payables) at 31 January 2008 based on contractual undiscounted
payments:
Between Within 1and5 Ondemand 1year years Total RM’000 RM’000 RM’000 RM’000
At31January2008
Borrowings – 465 190,300 190,765 Payables 6,431,796* 12,964 – 6,444,760
6,431,796 13,429 190,300 6,635,525
At31January2007
Payables 6,575,735* 6,640 – 6,582,375
* A majority of the payables on demand were amounts due to subsidiaries of
RM6,425,557,000 (2007: RM6,448,411,000)
(c) Marketrisk
Foreigncurrencysensitivity
The following table demonstrates the sensitivity to a reasonably possible change in the
United States Dollar (“USD”) exchange rate, with all other variables held constant, of the
Company’s profit before taxation. The sensitivity analysis includes outstanding foreign
currency denominated monetary items and adjusts their translation at the year end for a
10% change in the exchange rate.
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xvii) FinancialInstruments(Cont’d.)
(c) Marketrisk(Cont’d.)
Foreigncurrencysensitivity(Cont’d.) Increase/ Effecton decreasein profitbefore Effecton USDrate tax equity RM’000 RM’000
2008 +10% 2,598 –
–10% (2,598) –
2007 +10% 19,966 –
–10% (19,966) –
Interestratesensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest
rates, with all other variables held constant, of the Company’s profit before taxation. The
sensitivity analysis is determined based on the impact on floating rate financial instruments
at the balance sheet date. Increase/ Effecton decreasein profitbefore Effecton basispoints tax equity RM’000 RM’000
2008 +100 (223) –
–100 223 –
2007 +100 – 5,254
–100 – (5,254)
COMpANY FINANCIAL STATEMENTS
122 ASTRO ALL ASIA NETWORKS p lc
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xvii) FinancialInstruments(Cont’d.)
(d) Capitalriskmanagement
The Company’s objectives when managing capital are to safeguard the Company’s ability
to continue as a going concern in order to provide returns to shareholders and benefits for
other stakeholders and to maintain an optimal capital structure to reduce the cost of capital.
The capital structure of the Company consists of borrowings, cash and cash equivalents and
total equity, comprising issued share capital and reserves, as follows:
2008 2007 RM’000 RM’000
Total borrowings 190,765 –
Less: cash and cash equivalents (82,386) (575,124)
108,379 (575,124)
Total equity 3,696,749 3,519,354
Total capital 3,805,128 2,944,230
The Company will balance its overall capital structure through the payment of dividends,
new share issues as well as the issue of new debt or the repayment of existing borrowings.
No changes were made in the objectives, policies or processes during the year ended 31
January 2008.
(e) Fairvalues
The carrying amounts of the Company’s financial assets and liabilities at the balance sheet
date approximate their fair values.
The interest on non-current borrowings are charged on a floating rate basis and hence the
carrying amounts approximate their fair values at the respective balance sheet dates.
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xviii)SignificantRelatedPartyDisclosures
The Company has controlling related party relationships with its direct and indirect subsidiaries.
Amounts outstanding between the Parent Company and subsidiary undertakings as at 31 January
2008 are shown in Notes ix) & xii).
The following significant transactions were carried out with related parties:
2008 2007 RM’000 RM’000
Management fees charged to:
MBNS 44,329 27,522
Interest on advances charged to:
CEHL 17,374 15,294
RCPS yield from:
MBNS 22,800 22,800
Dividend income from:
AMP 97,800 107,250
MBNS 99,535 –
Rental expenses charged by:
Digicast 1,447 1,447
COMpANY FINANCIAL STATEMENTS
ASTRO ALL ASIA NETWORKS p lc 123
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xviii)SignificantRelatedPartyDisclosures(Cont’d.)
Year end balances arising from significant sales/purchases of goods and services:
Receivablefromrelatedparties
2008 2007 RM’000 RM’000
MBNS 168,834 133,182
MPUB 90,712 33,816
MMIT 30,842 13,385
APRD 116,888 34,138
ASSB 16,242 10,098
AMP 16,609 13,662
AAIT 18,884 18,875
CPL 9,459 6,081
Awani 19,737 19,118
ASTRO Broadcast Corporation (BVI) Ltd 7,516 6,216
ASTRO Nusantara International B.V 807 162
ASTRO Nusantara Holdings B.V 10,062 138
Global Sports Entertainment S.à r.l 2,491 2,686
Payabletorelatedparties
MBNS 164,494 47,532
Digicast 1,567 121
All Asia Television and Radio Company (BVI) Ltd. 5,099 5,099
Key management personnel’s remuneration and emoluments excluding Directors:
2008 2007 RM’000 RM’000
Salaries and short term employee benefits 6,456 3,482
Defined contribution plan 220 255
Share-based payments 2,947 174
9,623 3,911
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xix) Commitments
(a) Capitalcommitments
Capital commitments contracted for at the balance sheet date but not recognised in the
financial statements are as follows: 2008 2007 RM’000 RM’000
Capital expenditure 4,711 784
(b) Financialsupport
The Company has confirmed its intention to provide financial support to certain of its
subsidiaries to enable them to meet their liabilities and obligations as and when they fall due
and to carry on their business without any significant curtailment of operations.
(xx) ContingentLiabilities
The Company has provided guarantees to third parties amounting to RM1,648,000 (2007:
RM2,381,000) in respect of licence fees in subsidiaries.
(xxi) InvestmentsInSubsidiaries 2008 2007 RM’000 RM’000
(a) Shares in subsidiaries 7,975,307 7,960,363
(b) Advances and commitments 1,115,226 925,111
9,090,533 8,885,474
The list of principal subsidiaries of the Company is disclosed in Note 36 of the consolidated
financial statements.
COMpANY FINANCIAL STATEMENTS
124 ASTRO ALL ASIA NETWORKS p lc
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xxi) InvestmentsInSubsidiaries(Cont’d.)
(a) Sharesinsubsidiaries Investment inunquoted Investment shares inRCPS Total RM’000 RM’000 RM’000
At 1 February 2006 7,530,601 406,812 7,937,413
Additions 150 – 150
RCPS yield – 22,800 22,800
At 31 January/1 February 2007 7,530,751 429,612 7,960,363
Transfers (5,000) – (5,000)
Winding up of a subsidiary (2,856) – (2,856)
RCPS yield – 22,800 22,800
At 31 January 2008 7,522,895 452,412 7,975,307
(b) Advancesandcommitments Advances/ Intereston commitments advances Total RM’000 RM’000 RM’000
At 1 February 2006 1,225,790 71,883 1,297,673
Additions 51,824 33,025 84,849
Repayment (517,428) – (517,428)
Transfer from receivables 59,518 – 59,518
Currency translation differences 246 253 499
At 31 January/1 February 2007 819,950 105,161 925,111
Additions 349,169 21,424 370,593
Repayment (55,997) – (55,997)
Reversal of commitments (112,677) (11,804) (124,481)
At 31 January 2008 1,000,445 114,781 1,115,226
NOTESTOTHECOMPANYFINANCIALSTATEMENTS–31JANUARY2008(CONT’D.)
(xxi) InvestmentsInSubsidiaries(Cont’d.)
(c) Dilutionofinterestinsubsidiaries
(i) Nusantara Seni Karya Sdn Bhd
On 23 August 2007, Nusantara Seni Karya Sdn Bhd (“NSK”) allotted 3,250,000
ordinary shares of RM1 each, of which 1,535,000 shares were issued to ASTRO
Entertainment Sdn Bhd, a wholly-owned subsidiary of the Group, and 1,715,000
shares were issued to PT Tripar Multivision Plus. Following the change, the Group’s
equity interest in NSK was diluted from 100% to 51%.
(ii) ASTRO Aruna Network (BVI) Ltd
On 2 November 2007, the equity interest held by the Group in ASTRO Aruna Networks
(BVI) Ltd was diluted from 100% to 50% as a result of the allotment of 1 ordinary
share of USD1 each to Sound Space International Limited.
COMpANY FINANCIAL STATEMENTS
ASTRO ALL ASIA NETWORKS p lc 125
I, GRANT SCOTT FERGUSON, the officer primarily responsible for the financial management of ASTRO ALL ASIA NETWORKS plc, do solemnly and sincerely declare that the financial statements set out on pages 57 to 124
are, in my opinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declaration Act, 1960.
GRANTSCOTTFERGUSON
Subscribed and solemnly declared by the abovenamed, Grant Scott Ferguson at Kuala Lumpur in Malaysia on 23 April 2008, before me.
AHMADB.LAYANo.W259COMMISSIONER FOR OATH
Statutory Declarationpursuant to Section 169(16) of the Malaysian Companies Act, 1965
126 ASTRO ALL ASIA NETWORKS p lc
Additional Disclosures List of Properties Heldas at 31 January 2008
Location Approximate Age of Building Tenure
Remaining Lease Period (Expiry of Lease) Current Use
Land Area (square metre)
Built-up Area (square metre)
Net Book Value as at 31 January 2008 (RM’000)
Lot 11301, 17778, 5800 and part of Lots 7966, 8093and 14935, Mukim Petaling, Daerah Kuala Lumpur
11 years (1) Sub-lease (land and building)
17 years(31 July 2025)
Television, Radio and Data Media Centre and Office
117,419 32,533 122,912
Lot PT4043 & PT4044, Mukim Kuala Lumpur,Daerah Kuala Lumpur
- Sub-lease(land)
19 years(31 March 2027)
No formal plans for usage of land
412,780 Not applicable Operating lease
Unit No. 165-1-1, 165-1-2, 165-1-3 and 165-2-1,Block B on Lot 1796, Mukim and District of Kuala Lumpur
3 years (2) Freehold Not applicable Radio Studio Not applicable 753.79 1,419
Lot PT12002, Mukim Dengkil - Freehold Not applicable No formal plans for usage of land
18,267 Not applicable 10,586
Notes: Revaluation of properties have not been carried out on any of the above properties to date.(1) The date of completion of the building was 25 November 1996.(2) The date of purchase of the building was 20 April 2005.
Utilisation of Initial Public Offering ProceedsAs at 19 March 2008, all the proceeds raised during the Initial Public Offering (“IPO”) amounting to
RM2,029.9 million have been utilised. The RM19.0 million of the IPO proceeds which was initially proposed
for subscription of equity in an associate, TVB Publishing Holding Limited, has instead been utilised for
working capital requirements.
Transactions through Media AgenciesSome of the ASTRO group’s airtime sales, publication and programme sponsorship arrangements are
concluded with non-related, independent media agencies and are entered into on normal commercial
terms. The role of these media agencies is to secure the best advertising or promotional packages for
their clients among whom is Maxis Communications Berhad group, a related party. The value of such
transactions, which are not related party transactions, is RM27.03 million (FY2007: RM23.53 million).
ASTRO ALL ASIA NETWORKS p lc 127
Additional Disclosures Material Contracts Involving the Interests
of Directors and Major Shareholders
Material contracts outside the ordinary course of business entered into by ASTRO and its subsidiaries involving directors’ and major shareholders’ interests which are still subsisting as at 31 January 2008 or which have been
entered into subsequent to the end of the previous financial year are as follows:
Parties
Subject Matter Consideration ValueDate of Agreement/
Duration
Mode of Satisfaction
of Consideration RelationshipASTRO Group Transacting Party
MMT Maxis and
AWT
Shareholders’ Agreement pursuant to the
completion of the exercise by MMT of the option
to subscribe for 833,334 ordinary shares of
RM1.00 each (“Option Shares”) representing
25% of the enlarged issued and paid-up share
capital of AWT.
RM833,334.00 being the consideration paid
by MMT for the Option Shares
Shareholders’
Agreement dated
25 August 2004
Cash Please refer
to Notes below.
MMT AWT Shareholders’ Loan Agreement pursuant to the
terms of the Shareholders’ Agreement above.
MMT granted AWT a loan amounting
to RM24,166,666.00 at interest rate of MBB’s
BLR plus 1% for a term of 5 years to enable AWT
to repay a portion of existing Maxis loan
of RM97,499,998 granted to AWT.
Shareholders’ Loan
Agreement dated
24 November
2005
Cash Please refer
to Notes below.
Notes as at 30 May 2008:1. MMTisawholly-ownedsubsidiaryofASTRO.UTSB,PSIL,Excorp,PanOceanandTAK,whoaremajorshareholdersofMMTthroughASTRO,
arealsomajorshareholdersofMaxis.Inaddition,TAKisadirectorofPanOcean,ExcorpandUTSB.
2. Dato’Badri,whoistheChairmanandDirectorofASTRO,isalsoamajorshareholderofMaxis.Inaddition,Dato’BadriisadirectorofMMTandseveralothersubsidiariesofASTRO.HeisalsodeemedtohaveanequityinterestinASTRO.
3. RM,whoistheExecutiveDeputyChairmanandDirectorofASTRO,isalsoadirectorofUTSBandMaxis.InApril2008,here-assumedtheadditional responsibilitiesofGroupChiefExecutiveOfficerofASTRO. Inaddition,RM isadirectorofseveralsubsidiariesofASTROandashareholderofASTRO.HedoesnothaveanyequityinterestinMMT,AWTandMaxis.
4. RR,whoisadirectorofMMTandseveralothersubsidiariesofASTRO,isalsoadirectorofAWT.Inaddition,RRisashareholderofASTRO.ShedoesnothaveanyequityinterestinMMT,AWTorMaxis.
5. GF,whoisadirectorofMMTandseveralothersubsidiariesofASTRO,isalsothealternatedirectorofRRinAWT.HedoesnothaveanyequityinterestinASTRO,MMT,AWTorMaxis.
Glossary:AWT AdvancedWirelessTechnologiesSdnBhdBLR BaseLendingRateDato’Badri Dato’HajiBadriBinHajiMasriExcorp ExcorpHoldingsN.V.GF GrantScottFergusonMaxis MaxisCommunicationsBerhadMBB MalayanBankingBerhadMMT MBNSMultimediaTechnologiesSdnBhdPanOcean PanOceanManagementLimitedPSIL PacificStatesInvestmentLimitedRM AugustusRalphMarshallRR RohanaBintiRozhanTAK AnandaKrishnanTatparanandamUTSB UsahaTegasSdnBhd
128 ASTRO ALL ASIA NETWORKS p lc
Additional Disclosures Recurrent Related Party Transactions
At the General Meetings held on 18 July 2006 and 26 July 2007 respectively, the Company obtained its shareholders’ mandate to allow the Group to enter into recurrent related party transactions (“RRPTs”) of a revenue
or trading nature.
In accordance with the Listing Requirements of Bursa Securities, the details of RRPTs conducted during the financial year ended 31 January 2008 pursuant to shareholders’ mandate where the aggregate value of such RRPTs
are equal to or have exceeded RM1 million or 1% of the relevant percentage ratio for such transactions, whichever is the higher, are as follows:-
No. Company in the ASTRO Group
involved
Transacting Party Nature of Transaction Interested Related Party
Nature of Relationship 2006 Mandate 2007 Mandate Aggregate value of transactions during the
financial year(RM)
Incurred from 1 February 2007 to 25 July 2007
(RM)
Incurred from 26 July 2007 to 31 January 2008
(RM)
(A) UT Group
1. MBNS UTSBM Provision of personnel
support in the operation
and management of AAAN
Group’s business by UTSBM
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Director
RM
Please refer to Note 1 34,839 37,161 72,000
2. MBNS UTSBM Provision of consultancy
services to MBNS
4,233,872 4,516,128 8,750,000
3. MBNS SRGAP Provision of call centre
services and ad-hoc services
to MBNS
14,097,635 74,263 14,171,898
4. Maestra and MRC
UTSBM Provision of consultancy and
support services to Maestra
and MRC
2,946,810 3,353,190 6,300,000
5. AAAN and/or its
subsidiaries
UTP Provision of project and
construction management
services to AAAN and/or its
subsidiaries
N/A 62,843 62,843
6. MBNS
Bonuskad Participation in the BonusLink
loyalty programme by MBNS
333,259 344,690 677,949
Aggregate value for transactions with UT Group: 30,034,690
ASTRO ALL ASIA NETWORKS p lc 129
AddITIONAL dIScLOSuRES
REcuRRENT RELATEd PARTy TRANSAcTIONS
No. Company in the ASTRO Group
involved
Transacting Party Nature of Transaction Interested Related Party
Nature of Relationship 2006 Mandate 2007 Mandate Aggregate value of transactions during the
financial year(RM)
Incurred from 1 February 2007 to 25 July 2007
(RM)
Incurred from 26 July 2007 to 31 January 2008
(RM)
(B) Maxis Group
7. AAAN and/or its
subsidiaries
Maxis Broadband Provision of premium
telephone services to AAAN
and/or its subsidiaries
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Directors
Dato’ Badri and RM
Please refer to Note 2 1,088,931 1,987,722 3,076,653
8. MBNS and/or its
affiliates
Maxis Mobile and/or
its affiliates
Provision of Bulk Short
Messaging Services (“SMS”)
Services to MBNS and/or its
affiliates
N/A 20,729 20,729
9. MBNS and/or its
affiliates
Maxis Mobile and/or
its affiliates
Provision of Premium
SMS/Multimedia Messaging
Services (“MMS”) Services
(Content) by MBNS and/or its
affiliates
14,917 149,709 164,626
10. MBNS and/or its
affiliates
Maxis Mobile and/or
its affiliates
Provision of video streaming
services by MBNS and/or its
affiliates
2,044,107 3,048,787 5,092,894
11. MBNS and/or its
affiliates
Maxis Broadband
and/or its affiliates
Provision of private leased
circuit to MBNS and/or its
affiliates
1,782,299 2,057,297 3,839,596
12. MBNS and/or its
affiliates
Maxis Mobile Provision of premium SMS/
MMS services to MBNS
2,978,921 2,990,713 5,969,634
13. MIT Maxis Broadband Provision for use of STK-WAP
platform by MIT
1,433,545 1,302,820 2,736,365
14. MIT Maxis Mobile and/or
its affiliates
Provision of electronic
information and transaction
services utilising STK-WAP
technology by MIT
574,688 131,407 706,095
130 ASTRO ALL ASIA NETWORKS p lc
AddITIONAL dIScLOSuRES
REcuRRENT RELATEd PARTy TRANSAcTIONS
No. Company in the ASTRO Group
involved
Transacting Party Nature of Transaction Interested Related Party
Nature of Relationship 2006 Mandate 2007 Mandate Aggregate value of transactions during the
financial year(RM)
Incurred from 1 February 2007 to 25 July 2007
(RM)
Incurred from 26 July 2007 to 31 January 2008
(RM)
15. MIT Maxis Mobile Provision of electronic bill
presentment and payment
services by MIT
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Directors
Dato’ Badri and RM
Please refer to Note 2 289,275 311,259 600,534
16. AMP Maxis Mobile Provision of SMS, Wireless
Application Protocol (“WAP”),
MMS and other services to
AMP
40,716 77,348 118,064
17. MBNS MMSB Usage of Maxis’ Menara
Sunway Contact Centre as
AAAN Group’s backup call
centre
4,500 N/A 4,500
18. MTM Maxis Mobile
and/or its affiliates
Provision of talent by MTM for
promotional activities
N/A 35,324 35,324
19. MTM Maxis Mobile Provision of content by MTM N/A 77,982 77,982
Aggregate value of transactions with Maxis Group: 22,442,996
(C) Tanjong Group
20. AAAN and/or its
subsidiaries
PMP and/or its
affiliates
Usage of PMP’s management
meeting rooms and resource
centres at Menara Maxis
as part of AAAN Group’s
business continuity plans
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean, and TAK
Director
RM
Please refer to Note 3 N/A 3,600 3,600
21. MBNS PMP Sale of airtime and
sponsorship on Astro’s
channels by MBNS
1,601,470 831,530 2,433,000
22. MIT PMP Provision of maintenance
and support services (Telelink
Gateway System) by MIT
75,746 55,742 131,488
ASTRO ALL ASIA NETWORKS p lc 131
AddITIONAL dIScLOSuRES
REcuRRENT RELATEd PARTy TRANSAcTIONS
No. Company in the ASTRO Group
involved
Transacting Party Nature of Transaction Interested Related Party
Nature of Relationship 2006 Mandate 2007 Mandate Aggregate value of transactions during the
financial year(RM)
Incurred from 1 February 2007 to 25 July 2007
(RM)
Incurred from 26 July 2007 to 31 January 2008
(RM)
23. MIT PMP Provision of maintenance
and support services (Telelink
Mobile System) by MIT
Major Shareholders
UTSB, PSIL, Excorp,
PanOcean and TAK
Director
RM
Please refer to Note 3 37,312 30,497 67,809
24. MIT TGV Provision of ticketing system
for TGV’s ticket reservation
services by MIT
Please refer to Note 4 11,613 12,387 24,000
25. Tayangan Unggul TGV Rental of cinema hall by
Tayangan Unggul
2,670 N/A 2,670
26. Tayangan Unggul TGV Distribution of feature films to
TGV cinemas located at Suria
Kuala Lumpur City Centre by
Tayangan Unggul
101,661 N/A 101,661
27. ASTRO Shaw and/or
its affiliates
TGV Distribution of films by ASTRO
Shaw and/or its affiliates
N/A 406,308 406,308
Aggregate value of transactions with Tanjong Group: 3,170,536
(D) MSS
28. Goal TV MSS Provision of video contribution
and transmission services for
Goal TV channels to Goal TV
Major Shareholder
TAK
Director
RM
Please refer to Note 5 805,020 33,911 838,931
29. AAAN and/or its
subsidiaries
MSS and/or its
affiliates
Lease of MEASAT-3 satellite
transponders to AAAN and/or
its subsidiaries
N/A 21,185,258 21,185,258
30. MBNS MSS Lease of MEASAT-1 satellite
transponders to MBNS by
MSS
120,150 N/A 120,150
132 ASTRO ALL ASIA NETWORKS p lc
AddITIONAL dIScLOSuRES
REcuRRENT RELATEd PARTy TRANSAcTIONS
No. Company in the ASTRO Group
involved
Transacting Party Nature of Transaction Interested Related Party
Nature of Relationship 2006 Mandate 2007 Mandate Aggregate value of transactions during the
financial year(RM)
Incurred from 1 February 2007 to 25 July 2007
(RM)
Incurred from 26 July 2007 to 31 January 2008
(RM)
31. MBNS and/or its
affiliates
MSS Lease of MEASAT-1
and MEASAT -3 satellite
transponders to MBNS and/or
its affiliates
Major Shareholder
TAK
Director
RM
Please refer to Note 5 N/A 150,562 150,562
Aggregate value of transactions with MSS: 22,294,901
TOTAL AGGREGATE VALUE OF TRANSACTIONS WITH UT GROUP, MAXIS GROUP, TANJONG GROUP AND MSS CONDUCTED PURSUANT TO SHAREHOLDERS’ MANDATE: 77,943,123
(E) KNB Group
32. MBNS and/or its
affiliates
Celcom Provision of video streaming
services by MBNS and/or its
affiliates
Major Shareholder
KNB
Director
Dato’ Badri
Please refer to Note 6 12,857 N/A 12,857
33. MBNS and/or its
affiliates
Celcom Provision of premium SMS
services by MBNS
1,837,049 1,236,470 3,073,519
34. AMP Celcom and/or its
affiliates
Provision of premium SMS
services by AMP
20,421 24,443 44,864
35. AMP Celcom Provision of tower/cabin
space and maintenance
services to AMP
360,000 690,012 1,050,012
36. RLSB Celcom Provision of space,
infrastructure and
maintenance services to
RLSB
250,001 250,002 500,003
37. RLSB Celcom Rental of leased line facility
by RLSB
16,766 14,370 31,136
38. MBNS and/or its
affiliates
Telekom Provision of private leased
circuit to MBNS
Please refer to Note 7 870,154 2,014,490 2,884,644
ASTRO ALL ASIA NETWORKS p lc 133
AddITIONAL dIScLOSuRES
REcuRRENT RELATEd PARTy TRANSAcTIONS
No. Company in the ASTRO Group
involved
Transacting Party Nature of Transaction Interested Related Party
Nature of Relationship 2006 Mandate 2007 Mandate Aggregate value of transactions during the
financial year(RM)
Incurred from 1 February 2007 to 25 July 2007
(RM)
Incurred from 26 July 2007 to 31 January 2008
(RM)
39. AMP Telekom Provision of radio
transmission facilities and
associated services to AMP
Major Shareholder
KNB
Director
Dato’ Badri
Please refer to Note 7 3,457,772 3,457,770 6,915,542
40. RLSB Telekom Provision of space,
infrastructure and
maintenance services to
RLSB
774,093 774,090 1,548,183
41. MBNS and/or its
affiliates
Telekom Provision of fixed line
interactive services to MBNS
N/A 1,780,051 1,780,051
42. MBNS Telekom Provision of intersite
communication services to
MBNS
310,149 N/A 310,149
43. MBNS VADS Provision of maintenance and
support services for MBNS
Interaction Centre System to
MBNS
Please refer to Note 8 249,086 280,194 529,280
44. MBNS TSS Provision of bill payment
collection services to MBNS
174,819 268,346 443,165
45. MTM KNB Group Provision of talent by MTM for
promotional activities
Please refer to Note 9 N/A 157,500 157,500
46. MEASAT
Publications and/or
its affiliates
Datapos Provision of mailing services
to MEASAT Publications and/
or its affiliates
Please refer to Note 10 422,339 774,590 1,196,929
TOTAL AGGREGATE VALUE OF TRANSACTIONS WITH KNB GROUP: 20,477,834
134 ASTRO ALL ASIA NETWORKS p lc
AddITIONAL dIScLOSuRES
REcuRRENT RELATEd PARTy TRANSAcTIONS
NOTES AS AT 30 MAY 2008:
(1) UTSBM, UTP, SRGAP and Bonuskad
• UTSBM, UTP and SRGAP are wholly-owned subsidiaries of UTSB.
Bonuskad is 25% owned by UTSB. MBNS, Maestra and MRC are
wholly-owned subsidiaries of ASTRO.
• UTSB, PSIL, Excorp, PanOcean and TAK who are major shareholders
of ASTRO (“Major Shareholders”), are also major shareholders of
UTSBM, UTP and SRGAP. In addition, TAK is a director of PanOcean,
Excorp and UTSB.
• RM, who is a Director of ASTRO and several of its subsidiaries
including MBNS, is also a director of UTSBM and UTSB. In addition,
RM is the Executive Deputy Chairman of ASTRO and in April 2008,
he re-assumed the additional responsibilities of Group Chief Executive
Officer. RM is also a shareholder of ASTRO.
• RM does not have any equity interest in MBNS, Maestra, MRC, UTSB,
UTSBM, UTP, SRGAP or Bonuskad.
(2) Maxis Broadband, Maxis Mobile and MMSB
• Maxis Broadband, Maxis Mobile and MMSB are wholly-owned
subsidiaries of Maxis. MBNS, MIT, AMP and MTM are wholly-owned
subsidiaries of ASTRO.
• Major Shareholders, UTSB, PSIL, Excorp, PanOcean and TAK are
also major shareholders of Maxis. In addition, TAK is a director of
PanOcean, Excorp and UTSB.
• Dato Badri, who is the Chairman and Director of ASTRO, is also a
director of MBNS and several subsidiaries of ASTRO. In addition,
Dato’ Badri who is deemed to have an equity interest in ASTRO, is also
a major shareholder of Maxis.
• RM, who is a Director of ASTRO and several of its subsidiaries including
MBNS and AMP, is also a director of UTSB and Maxis. In addition, RM
is the Executive Deputy Chairman of ASTRO and in April 2008, he
re-assumed the additional responsibilities of Group Chief Executive
Officer. RM is also a shareholder of ASTRO and Maxis.
• RM does not have any equity interest in MBNS, MIT, AMP, MTM,
Maxis Mobile, Maxis Broadband or MMSB.
(3) PMP
• PMP is a wholly-owned subsidiary of Tanjong plc. MBNS and MIT are
wholly-owned subsidiaries of ASTRO.
• Major Shareholders, UTSB, PSIL, Excorp, PanOcean and TAK are also
major shareholders of Tanjong plc. In addition, TAK is a director of
PanOcean, Excorp and UTSB.
• RM, who is a Director of ASTRO and several of its subsidiaries
including MBNS, is also a director of UTSB and PMP. In addition, RM
is the Executive Deputy Chairman of ASTRO and in April 2008, he
re-assumed the additional responsibilities of Group Chief Executive
Officer. RM is also a shareholder of ASTRO, as well as the Executive
Director and a shareholder of Tanjong plc. RM does not have any
equity interest in MBNS, MIT or PMP.
(4) TGV
• TGV is a joint venture company in which Tanjong plc has an equity
interest of 50% via Tanjong Entertainment Sdn Bhd, its wholly-owned
subsidiary. MIT, ASTRO Shaw and Tayangan Unggul are wholly-owned
subsidiaries of ASTRO.
• Director, RM and Major Shareholders, UTSB, PSIL, Excorp, PanOcean
and TAK are regarded as having interests in the transactions between
TGV and each of MIT, ASTRO Shaw and Tayangan Unggul. Please refer
to Note 3 above for details of their respective relationships in ASTRO
and Tanjong plc.
• RM does not have any equity interest in MIT, ASTRO Shaw, Tayangan
Unggul or TGV.
(5) MSS
• MSS is a wholly-owned subsidiary of MEASAT Global Berhad (“MGB”).
MBNS and Goal TV is a wholly-owned subsidiary and 50% owned
subsidiary of ASTRO respectively.
• Major Shareholder, TAK is also a major shareholder of MGB and hence
of MSS.
• RM, who is a Director of ASTRO and several of its subsidiaries
including MBNS, is also a director of MGB and MSS. In addition, RM
is the Executive Deputy Chairman of ASTRO and in April 2008, he
re-assumed the additional responsibilities of Group Chief Executive
Officer. RM is also a shareholder of ASTRO. RM does not have any
equity interest in MBNS, Goal TV, MGB or MSS.
(6) Celcom
• Celcom is a wholly-owned subsidiary of Telekom via Telekom
Enterprise Sdn Bhd, a wholly-owned subsidiary of Telekom. AMP, RLSB
and MBNS are wholly-owned subsidiaries of ASTRO.
• Major Shareholder, KNB is also a major shareholder of Telekom and
hence Celcom.
• Dato’ Badri who is a nominee of KNB on the Board of ASTRO, is the
Chairman of ASTRO. In addition, Dato’ Badri is a director of MBNS
and several subsidiaries of ASTRO as well as a shareholder of ASTRO.
Dato’ Badri does not have any equity interest in AMP, RLSB, MBNS,
Telekom, Telekom Enterprise Sdn Bhd and Celcom.
(7) Telekom
• Telekom is 40.11% owned by KNB. MBNS, AMP and RLSB are
wholly-owned subsidiaries of ASTRO.
• Major Shareholder, KNB is also a major shareholder of Telekom.
• Dato’ Badri who is a nominee of KNB on the Board of ASTRO, is the
Chairman of ASTRO. In addition, Dato’ Badri is a director of MBNS
and several subsidiaries of ASTRO as well as a shareholder of ASTRO.
Dato’ Badri does not have any equity interest in AMP, RLSB, MBNS or
Telekom.
ASTRO ALL ASIA NETWORKS p lc 135
AddITIONAL dIScLOSuRES
REcuRRENT RELATEd PARTy TRANSAcTIONS
(8) TSS and VADS
• TSS and VADS are 100% and 65.77% owned subsidiaries of Telekom
respectively, which in turn is 40.11% owned by KNB. MBNS is a
wholly-owned subsidiary of ASTRO.
• Major Shareholder, KNB is also a major shareholder of Telekom and
hence TSS and VADS.
• Dato’ Badri who is a nominee of KNB on the Board of ASTRO, is the
Chairman of ASTRO. In addition, Dato’ Badri is a director of MBNS
and several subsidiaries of ASTRO as well as a shareholder of ASTRO.
Dato’ Badri does not have any equity interest in MBNS, Telekom, TSS
and VADS.
(9) KNB Group
• KNB is a Major Shareholder of ASTRO. MTM is a wholly-owned
subsidiary of ASTRO.
• Dato’ Badri who is a nominee of KNB on the Board of ASTRO, is the
Chairman of ASTRO. In addition, Dato’ Badri is a director of MBNS
and several subsidiaries of ASTRO as well as a shareholder of ASTRO.
Dato’ Badri does not have any equity interest in MTM or KNB Group.
(10) Datapos
• Datapos is a wholly-owned subsidiary of Pos Malaysia Berhad, which
in turn is wholly-owned by Pos Malaysia & Services Holdings Berhad.
MEASAT Publications Sdn Bhd is a wholly-owned subsidiary of
ASTRO.
• Major Shareholder, KNB is also a major shareholder of Pos Malaysia &
Services Holdings Berhad and hence Datapos.
• Dato’ Badri who is a nominee of KNB on the Board of ASTRO, is the
Chairman of ASTRO. In addition, Dato’ Badri is a director of MBNS
and several subsidiaries of ASTRO as well as a shareholder of ASTRO.
Dato’ Badri does not have any equity interest in MEASAT Publications
Sdn Bhd, Pos Malaysia Berhad, Pos Malaysia & Services Holdings
Berhad or Datapos.
Glossary
2006 Mandate Shareholders’ mandate obtained at the General
Meeting held on 18 July 2006
2007 Mandate Shareholders’ mandate obtained at the General
Meeting held on 26 July 2007
AMP Airtime Management and Programming Sdn Bhd
ASTRO Shaw ASTRO Shaw Sdn Bhd
Bonuskad Bonuskad Loyalty Sdn Bhd
Bursa Securities Bursa Malaysia Securities Berhad
Celcom Celcom (Malaysia) Berhad
Datapos Datapos (M) Sdn Bhd
Dato’ Badri Dato’ Haji Badri Bin Haji Masri
Excorp Excorp Holdings N.V.
Goal TV Goal TV Asia Limited
KNB Khazanah Nasional Berhad
KNB Group Body corporates where KNB has effective equity
interests of 10% or more
Maestra Maestra Broadcast Sdn Bhd
Maxis Maxis Communications Berhad
Maxis Broadband Maxis Broadband Sdn Bhd
Maxis Group Body corporates where Maxis has effective
interests of 10% or more
Maxis Mobile Maxis Mobile Services Sdn Bhd (formerly known
as Malaysian Mobile Services Sdn Bhd)
MBNS MEASAT Broadcast Network Systems Sdn Bhd
MMSB Maxis Mobile Sdn Bhd
MEASAT Publications MEASAT Publications Sdn Bhd
MIT Multimedia Interactive Technologies Sdn Bhd
MRC MEASAT Radio Communications Sdn Bhd
MSS MEASAT Satellite Systems Sdn Bhd
MTM Maestro Talent and Management Sdn Bhd
PanOcean PanOcean Management Limited
PMP Pan Malaysian Pools Sdn Bhd
PSIL Pacific States Investment Limited
RLSB Radio Lebuhraya Sdn Bhd
RM Augustus Ralph Marshall
SRGAP SRG Asia Pacific Sdn Bhd
TAK Ananda Krishnan Tatparanandam
Tanjong Group Body corporates where Tanjong plc has effective
equity interests of 10% or more
Tanjong plc Tanjong Public Listed Company
Tayangan Unggul Tayangan Unggul Sdn Bhd
Telekom Telekom Malaysia Berhad
TGV TGV Cinemas Sdn Bhd
TSS Telekom Sales & Services Sdn Bhd
UT Group Body corporates where UTSB has effective equity
interests of 10% or more
UTP UT Projects Sdn Bhd
UTSB Usaha Tegas Sdn Bhd
UTSBM UTSB Management Sdn Bhd
VADS VADS Berhad
136 ASTRO ALL ASIA NETWORKS p lc
Results for 1Q FY2009 June 2008
2Q FY2009 September 2008
3Q FY2009 December 2008
4Q FY2009 March 2009
AGM 24 July 2008
Proposed payment of fi nal tax exempt dividend for the fi nancial year ended 31 January 2008 August 2008
Share Price Performancefrom 1 february 2007 to 30 May 2008
Financial Calendar
(RM) (million)
2.5
3.0
3.5
4.0
4.5
5.0
5.5
6.0
0
5
10
15
20
25
Feb
‘07
Mar
‘07
Apr ‘
07
May
‘07
Jun
‘07
Jul ‘
07
Aug
‘07
Sep
‘07
Oct ‘
07
Nov
‘07
Dec
‘07
Jan
‘08
Feb
‘08
Mar
‘08
May
‘08
Apr ‘
08
Volume (million) Share Price (RM)
ASTRO ALL ASIA NETWORKS p lc 137
Analysis of Shareholdingsas at 30 May 2008
Share Capital
Authorised : £300,000,000
Issued and paid-up : £193,403,556.10 comprising 1,934,035,561 ordinary shares of 10 pence each
Voting Right : One vote per ordinary share
analySiS of ShareholdingS aS at 30 May 2008
(Based on Record of Depositors)
diStribution of ShareholdingS
Size of shareholdings No. of shareholders % of shareholders No. of 10 pence shares % of issued shares
1 to 99 336 2.32 2,490 0.00
100 to 1,000 8,077 55.78 7,381,542 0.38
1,001 to 10,000 4,927 34.03 18,783,055 0.97
10,001 to 100,000 849 5.86 28,840,629 1.49
100,001 to 96,701,777* 288 1.99 914,096,555 47.27
96,701,778 and above** 3 0.02 964,931,290 49.89
Total 14,480 100.00 1,934,035,561 100.00
Notes:* less than 5% of the issued share capital** 5% and above of the issued share capital
Category of ShareholderS
Individuals 12,838 88.66 45,599,017 2.36
Banks/Finance Companies 34 0.23 116,472,180 6.02
Investment Trusts/Foundations/Charities 0 0.00 0 0.00
Industrial and Commercial Companies 165 1.14 1,415,598,962 73.19
Government Agencies/Institutions 1 0.01 34,000 0.00
Nominees 1,442 9.96 356,331,402 18.43
Others 0 0.00 0 0.00
Total 14,480 100.00 1,934,035,561 100.00
138 ASTRO ALL ASIA NETWORKS p lc
ANALySIS Of ShAREhOLdINgS
as at 30 May 2008
liSt of 30 largeSt ShareholderS aS at 30 May 2008
No. Name No. of 10 pence shares held % of issued shares
1. Khazanah Nasional Berhad 413,829,018 21.40
2. All Asia Media Equities Ltd 389,085,872 20.12
3. East Asia Broadcast Network Systems N.V. 162,016,400 8.38
4. Employees Provident Fund Board 91,367,200 4.72
5. Usaha Tegas Entertainment Systems Sdn Bhd 90,534,101 4.68
6. Pacific Broadcast Systems N.V. 54,005,486 2.79
7. Nusantara Delima Sdn Bhd 54,005,466 2.79
8. Berkat Nusantara Sdn Bhd 54,005,466 2.79
9. Nusantara Cempaka Sdn Bhd 54,005,466 2.79
10. Home View Limited N.V. 54,005,466 2.79
11. Southpac Investments Limited N.V. 54,005,466 2.79
12. Amanah Raya Nominees (Tempatan) Sdn Bhd
- Skim Amanah Saham Bumiputera
30,088,800 1.56
13. Citigroup Nominees (Asing) Sdn Bhd
- Goldman Sachs International
27,460,700 1.42
14. Malaysia Nominees (Tempatan) Sendirian Berhad
- Great Eastern Life Assurance (Malaysia) Berhad (PAR1)
23,933,200 1.24
15. HSBC Nominees (Asing) Sdn Bhd
- HSBC BK PLC for Prudential Assurance Company Ltd
15,096,200 0.78
16. Permodalan Nasional Berhad 9,139,800 0.47
17. Amanah Raya Nominees (Tempatan) Sdn Bhd
- Kumpulan Wang Bersama
9,000,000 0.47
ASTRO ALL ASIA NETWORKS p lc 139
No. Name No. of 10 pence shares held % of issued shares
18. HSBC Nominees (Asing) Sdn Bhd
- TNTC for Kuroto Fund LP
8,416,900 0.44
19. HSBC Nominees (Asing) Sdn Bhd
- Exempt An for JPMorgan Chase Bank, National Association (BTPS)
7,870,410 0.41
20. HSBC Nominees (Tempatan) Sdn Bhd
- Nomura Asset Mgmt Malaysia for Employees Provident Fund
7,500,000 0.39
21. Valuecap Sdn Bhd 7,348,000 0.38
22. Citigroup Nominees (Asing) Sdn Bhd
- Exempt An for American International Assurance Company Limited
7,206,100 0.37
23. Cartaban Nominees (Tempatan) Sdn Bhd
- MIDF Amanah Asset Nominees (Tempatan) Sdn Bhd for Employees Provident Fund Board (JF404)
7,043,000 0.36
24. Citigroup Nominees (Asing) Sdn Bhd
- GSI for Perry Partners Inter Inc
6,416,029 0.33
25. HSBC Nominees (Asing) Sdn Bhd
- Exempt An for JPMorgan Chase Bank, National Association (U.S.A.)
6,396,200 0.33
26. Mujur Nusantara Sdn Bhd 6,172,051 0.32
27. Citigroup Nominees (Tempatan) Sdn Bhd
- Exempt An for Prudential Fund Management Berhad
6,060,400 0.31
28. Sanjung Nusantara Sdn Bhd 5,657,721 0.29
29. Ujud Cergas Sdn Bhd 5,143,373 0.27
30. HSBC Nominees (Asing) Sdn Bhd
- Exempt An for The Hong Kong and Shanghai Banking Corporation Limited (HBFS-I CLT ACCT)
5,000,000 0.26
TOTAL 1,671,814,291 86.44
as at 30 May 2008
ANALySIS Of ShAREhOLdINgS
140 ASTRO ALL ASIA NETWORKS p lc
SubStantial ShareholderS
(Based on notifications received by the Company)
Name Notes
Direct Indirect
No. of 10 pence shares held % No. of 10 pence shares held %
1. Khazanah Nasional Berhad 413,829,018 21.40 - -
2. All Asia Media Equities Ltd (“AAME”) (a) 389,085,872 20.12 - -
3. Usaha Tegas Entertainment Systems Sdn Bhd (“UTES”) (b) 90,534,101 4.68 389,085,872 20.12
4. Usaha Tegas Sdn Bhd (“UTSB“) (c) - - 479,619,973 24.80
5. Pacific States Investment Limited (“PSIL”) (d) - - 479,619,973 24.80
6. Excorp Holdings N.V. (“Excorp”) (e) - - 479,619,973 24.80
7. PanOcean Management Limited (“PanOcean”) (e) - - 479,619,973 24.80
8. Ananda Krishnan Tatparanandam (“TAK”) (f) - - 819,082,908 42.35
9. Harapan Terus Sdn Bhd (“HTSB“) (g) - - 177,446,535 9.17
10. Dato’ Haji Badri Bin Haji Masri (“DBM“) (h)&(i) - - 177,946,535 9.20
11. Hj Affendi Bin Tun Hj Mohd Fuad Stephens (h) - - 177,446,535 9.17
12. Mohamad Shahrin Bin Merican (h) 166,600 0.01 177,446,535 9.17
13. Tun Haji Mohammed Hanif Bin Omar (h) - - 177,446,535 9.17
14. East Asia Broadcast Network Systems N.V. (“EABNS”) (a) 162,016,400 8.38 - -
15. East Asia Broadcast Systems Holdings N.V. (“EABSH”) (j) - - 162,016,400 8.38
16. Tucson N.V. (“Tucson”) (k) - - 162,016,400 8.38
17. Employees Provident Fund Board (“EPF”) (l) 110,648,800 5.72 - -
ANALySIS Of ShAREhOLdINgS
as at 30 May 2008
ASTRO ALL ASIA NETWORKS p lc 141
Notes :
(a) Held through a nominee.
(b) Deemed to have an interest in all of the ordinary shares of 10 pence each in ASTRO (“Shares”) in which AAME has an
interest, by virtue of UTES being entitled to control the exercise of 100% of the votes attached to the voting shares in
AAME. In addition to the Shares held via AAME, UTES holds directly 90,534,101 Shares representing 4.68% of the
share capital in ASTRO.
(c) Deemed to have an interest in all of the Shares in which UTES has an interest, by virtue of UTSB being entitled to control
the exercise of 100% of the votes attached to the voting shares in UTES. Please see Note (b) above.
(d) Deemed to have an interest in all of the Shares in which UTSB has an interest, by virtue of PSIL’s direct controlling
interest of 9,999,998 ordinary shares of RM1.00 each representing 99.999% of the share capital in UTSB. Please see
Note (c) above.
(e) The entire issued and paid-up share capital of PSIL comprising 30,000 shares of £1.00 each are held by Excorp which
is deemed to have an interest in all of the Shares in which PSIL has an interest. Please see Note (d) above. The entire
issued and paid-up share capital of 6,000 shares of USD1.00 each in Excorp are in turn held by PanOcean. PanOcean
is the trustee of a discretionary trust, the beneficiaries of which are members of the family of TAK and foundations
including those for charitable purposes. Although PanOcean is deemed to have an interest in the Shares through Excorp,
it does not have any economic or beneficial interest over these Shares as such interest is held subject to the terms of
the discretionary trust.
(f) Deemed to have an interest over 819,082,908 Shares representing 42.35% of the share capital in ASTRO by virtue
of the following:
(i) PanOcean’s deemed interest in the Shares (please see Note (e) above). Although TAK is deemed to have an interest
in the Shares, he does not have any economic or beneficial interest therein as such interest is held subject to the
terms of the discretionary trust referred to in Note (e) above.
(ii) The interests of EABNS, Pacific Broadcast Systems N.V. (“PBS”), Home View Limited N.V. (“HVL”) and Southpac
Investments Limited N.V. (“SIL”) which collectively hold 324,032,818 Shares representing 16.75% of the share
capital in ASTRO. TAK is deemed to have an interest in the Shares held by EABNS, PBS, HVL and SIL by virtue of his
100% control of the shares in their respective ultimate holding companies viz Tucson, Orient Systems Limited N.V.,
Home View Holdings N.V. and Southpac Holdings N.V.; and
(iii) The interests of Ujud Cergas Sdn Bhd (“UCSB”), Metro Ujud Sdn Bhd (“MUSB”), Mujur Sanjung Sdn Bhd (“MSSB”),
Prisma Gergasi Sdn Bhd (“PGSB”) and Ujud Murni Sdn Bhd (“UMSB”) which collectively hold 15,430,117 Shares
representing 0.80% of the share capital in ASTRO. TAK is deemed to have an interest in the Shares held by UCSB,
MUSB, MSSB, PGSB and UMSB by virtue of his 100% control of the shares in their respective ultimate holding
companies viz All Asia Radio Broadcast N.V., Global Radio Systems N.V., Maestra International Broadcast N.V.,
Maestra Global Radio N.V. and Global Broadcast Systems N.V. respectively.
(g) Deemed to have an interest in all of the Shares in which Berkat Nusantara Sdn Bhd, Nusantara Cempaka Sdn Bhd,
Nusantara Delima Sdn Bhd, Mujur Nusantara Sdn Bhd, Gerak Nusantara Sdn Bhd and Sanjung Nusantara Sdn Bhd
(collectively, “HTSB Subsidiaries”) have an interest, by virtue of HTSB being entitled to control the exercise of 100%
of the votes attached to the voting shares in the immediate holding companies in each of the HTSB Subsidiaries viz
Nusantara Barat Sdn Bhd, Nusantara Kembang Sdn Bhd, Prisma Mutiara Sdn Bhd, Nada Nusantara Sdn Bhd, Cermat
Delima Sdn Bhd and Cermat Deras Sdn Bhd respectively. The HTSB Subsidiaries collectively hold 177,446,535 Shares
representing 9.17% of the share capital in ASTRO under discretionary trusts for Bumiputera objects. As such, HTSB
does not have any economic interest over the Shares held by these companies.
(h) Deemed to have an interest in all of the Shares in which HTSB has an interest (please see Note (g) above), by virtue of
his interest over 250,000 shares representing 25% of the issued and paid-up share capital in HTSB. However, he does
not have any economic interest over these Shares as such interest is held subject to the terms of the discretionary trusts
for Bumiputera objects referred to in Note (g) above.
(i) Deemed to have an interest over 500,000 Shares representing 0.03% of the share capital in ASTRO held by Ratna
Pelangi Sdn Bhd (“RPSB”), by virtue of his 99% direct equity interest in RPSB.
(j) Deemed to have an interest in all of the Shares in which EABNS has an interest, by virtue of EABSH being entitled to
control the exercise of 100% of the votes attached to the voting shares in EABNS.
(k) Deemed to have an interest in all of the Shares in which EABSH has an interest, by virtue of Tucson’s direct controlling
interest of 100% of the share capital in EABSH. Please see Note (j) above. The shares of Tucson are bearer shares.
(l) Held by itself and partly through nominee companies managed by portfolio managers.
as at 30 May 2008
ANALySIS Of ShAREhOLdINgS
142 ASTRO ALL ASIA NETWORKS p lc
direCtorS’ intereStS in ShareS and optionS
(Based on notifications received by the Company)
The interests of the Directors in the shares of the Company are as follows:
Name No. of shares of 10 pence each % of issued shares
Direct Indirect Direct Indirect
Dato’ Haji Badri Bin Haji Masri - 177,946,535 (a) - 9.20
Augustus Ralph Marshall 1,000,000 (b) - 0.05 -
Dato’ Mohamed Khadar Bin Merican 250,000 (b) - 0.01 -
Bernard Anthony Cragg - - - -
Chin Kwai Yoong - - - -
(a) Refer to notes (h) and (i) under section on Substantial Shareholders. (b) Held through a nominee.
The interests of a Director in options over unissued shares of the Company are as follows:
Name Price per option share No. of option shares
Augustus Ralph Marshall RM3.65 1,000,000 (a)
RM3.65 1,350,000 (b)
RM4.40 498,800 (c)
RM4.806 752,000 (d)
RM4.17 720,000 (e)
RM4.13 1,477,800 (f)
RM3.06 1,458,400 (g)
7,257,000
(a) Granted on 22 October 2003 pursuant to the 2003 Employee Share Option Scheme (“ESOS”).(b) Granted on 22 October 2003 pursuant to the 2003 Management Share Incentive Scheme. 1,350,000 out of 1,500,000 share options were vested on 30 April 2007, and are exercisable from 22 October 2007.(c) Granted on 19 May 2004 pursuant to the 2003 ESOS.(d) Granted on 11 March 2005 pursuant to the 2003 ESOS.(e) Granted on 8 May 2006 pursuant to the 2003 ESOS.(f) Granted on 29 June 2007 pursuant to the 2003 ESOS.(g) Granted on 23 April 2008 pursuant to the 2003 ESOS.
None of the Directors has any interest in the shares or options of the subsidiary companies of the Company.
ANALySIS Of ShAREhOLdINgS
as at 30 May 2008
ASTRO ALL ASIA NETWORKS p lc 143
Corporate Information
board of direCtorS
Dato’ Haji Badri Bin Haji Masri
Chairman and Non-Executive Director
Augustus Ralph Marshall
Executive Deputy Chairman/Group Chief Executive Officer
Dato’ Mohamed Khadar Bin Merican
Non-Executive/Independent Director
Bernard Anthony Cragg
Non-Executive/Independent Director
Chin Kwai Yoong
Non-Executive/Independent Director
CoMpany SeCretarieS
N Lakshmi A/P V Nadarajah
Sharon Liew Wei Yee
regiStered offiCe
in MalaySia
3rd Floor, Administration Building
All Asia Broadcast Centre
Technology Park Malaysia
Lebuhraya Puchong-Sungai Besi
Bukit Jalil, 57000 Kuala Lumpur
Malaysia
Telephone No. : 603 9543 6688
Fax No. : 603 9543 6877
Website : www.astroplc.com
Email : [email protected]
regiStered offiCe in u.K.
10 Upper Bank Street, London, E14 5JJ
United Kingdom
Telephone No. : 44 (0) 20 7006 1000
Fax No. : 44 (0) 20 7006 3467
Share regiStrar
Symphony Share Registrars Sdn Bhd
Level 26, Menara Multi-Purpose
Capital Square
No. 8, Jalan Munshi Abdullah
50100 Kuala Lumpur
Malaysia
Telephone No. : 603 2721 2222
Fax No. : 603 2721 2530
auditorS
PricewaterhouseCoopers LLP1 Embankment Place
London WC2N 6RH
United Kingdom
PricewaterhouseCoopersLevel 10, 1 Sentral, Jalan Travers
Kuala Lumpur Sentral
P. O. Box 10192
50706 Kuala Lumpur
StoCK eXChange liSting
Main Board of Bursa Securities
(Listed since 29 October 2003)
(Stock code: 5076)
(ISIN: GB0066981209)
144 ASTRO ALL ASIA NETWORKS p lc
Notice of Annual General Meeting
agenda
As Ordinary Business
(1) To receive and consider the Annual Report and the Audited Financial Statements of
the Company and of the Group for the financial year ended 31 January 2008 and
the Reports of the Directors and Auditors thereon. Resolution 1
(2) To declare a final tax-exempt dividend of 2 sen per ordinary share of 10 pence each
for the financial year ended 31 January 2008. Resolution 2
(3) To re-appoint Augustus Ralph Marshall, a Director who retires by rotation in
accordance with Articles 83 and 84 of the Company’s Articles of Association. Resolution 3
(4) To re-appoint Dato’ Mohamed Khadar Bin Merican, a Director who retires by rotation
in accordance with Articles 83 and 84 of the Company’s Articles of Association. Resolution 4
(5) To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company to hold
office from the conclusion of this meeting until the conclusion of the next annual
general meeting and to authorise the Directors to fix their remuneration. Resolution 5
(6) To transact any other business of which due notice shall have been given in
accordance with the United Kingdom Companies Act 1985 and United Kingdom
Companies Act 2006.
NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of ASTRO ALL ASIA NETWORKS plc (“Company”) will be
held on Thursday, 24 July 2008 at 2.30 pm at the Grand Ballroom, Level 1, Mandarin Oriental, Kuala Lumpur City Centre,
50088 Kuala Lumpur, Malaysia for the following purposes:
notiCe of diVidend payMent
NOTICE IS HEREBY GIVEN THAT subject to the approval of the shareholders at the Fifth Annual General Meeting to be held on Thursday, 24 July 2008, a final tax-exempt dividend of 2 sen per ordinary share of 10 pence each for the financial year ended 31 January 2008 will be paid on 29 August 2008 to Depositors whose names appear in the Record of Depositors at the close of business on 13 August 2008.
A Depositor will qualify for entitlement to the dividend only in respect of:-
(a) shares transferred to the Depositor’s securities account before 4.00 p.m. on 13 August 2008 in respect of transfers; and
(b) shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the Rules of Bursa Securities.
BY ORDER OF THE BOARD
Lakshmi Nadarajah (LS9057)
Sharon Liew Wei Yee (LS7908)
Company Secretaries
27 June 2008
3rd Floor, Administration BuildingAll Asia Broadcast CentreTechnology Park MalaysiaLebuhraya Puchong – Sungai BesiBukit Jalil57000 Kuala LumpurMalaysia
(Incorporated in England and Wales – company No. 4841085)
(Registered as a foreign company in Malaysia – company No. 994178-M)
ASTRO ALL ASIA NETWORKS p lc 145
(Incorporated in England and Wales – company No. 4841085)
(Registered as a foreign company in Malaysia – company No. 994178-M)
NOTIcE Of ANNuAL gENERAL MEETINg
NOTES:
1. Proxy
(a) A member of the Company entitled to attend and vote may appoint more
than one (1) proxy of his/her own choice to attend, speak and vote at a
general meeting of the Company instead of him/her provided that each
proxy is appointed to exercise the rights attached to different shares.
A member who is an authorised nominee as defined in the Malaysian
Securities Industry (Central Depositories) Act, 1991 may appoint more
than one (1) proxy in respect of each securities account it holds and
which is credited with ordinary shares of the Company. A proxy need not
be a member of the Company.
(b) If a member who has appointed more than one proxy fails to specify
the number of shares in respect of which each such proxy is entitled to
exercise the related votes (the “Proxy Share Number”) for any of them,
then each proxy shall be deemed to exercise the votes in respect of
100% of the member’s shares divided by the number of proxies, and
if the member specifies the Proxy Share Number for one proxy only,
then the other proxies shall be deemed to represent the remainder of
the member’s shares on an equal basis (or, in the case of an authorised
nominee, the number of shares held in the relevant Securities Account).
(c) An instrument appointing a proxy shall be in writing under the hand of
the appointor or his attorney duly authorised in writing or, if the appointor
is a corporation, either under its seal or by an officer, attorney or other
person authorised in that respect.
(d) If the proxy form is returned without an indication as to how the proxy
must vote on a particular matter, the proxy will exercise his discretion as
to whether, and if so how, he votes.
(e) To be valid, the original Form of Proxy, duly completed, must be deposited
with the Company’s share registrar, Symphony Share Registrars Sdn Bhd
at Level 26, Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi
Abdullah, 50100 Kuala Lumpur, Malaysia, together with the power of
attorney or other authority (if any) under which it is signed or a copy of
such authority certified notarially, not less than forty-eight (48) hours
(excluding any part of a day that is not a working day) before the time
appointed for the meeting or adjourned meeting or in the case of a poll
taken subsequent to the date of the meeting or adjourned meeting not
less than twenty-four (24) hours (excluding any part of a day that is not
a working day) before the time appointed for the taking of the poll.
(f) The lodging of a completed Form of Proxy will not preclude a member
from attending and voting in person at the meeting should the member
subsequently wish to do so.
(g) For the purposes of determining a member entitled to attend the
meeting, the Company will request Bursa Malaysia Depository Sdn
Bhd (in accordance with Article 35(D) of the Company’s Articles of
Association), to issue the Record of Depositors (“ROD”) as at 17 July
2008 for determining the depositors who shall be deemed to be the
registered holders of the shares of the Company eligible to be present
and vote at the meeting. Only a depositor whose name appears on the
ROD as at 17 July 2008 shall be entitled to attend the meeting.
2. Corporate Representative
During a poll, (i) if a corporate shareholder has appointed the Chairman of the
meeting as its corporate representative with instructions to vote on a poll in
accordance with the directions of all of the other corporate representatives
for that shareholder at the meeting, then those corporate representatives
will give voting directions to the Chairman and the Chairman will vote as
corporate representative in accordance with those directions; and (ii) if more
than one corporate representative for the same corporate shareholder attends
the meeting but the corporate shareholder has not appointed the Chairman
of the meeting as its corporate representative, a designated corporate
representative will be nominated, from those corporate representatives who
attend, who will then vote on a poll and the other corporate representatives
will give voting directions to that designated corporate representative.
Corporate shareholders are referred to the guidance issued by the Institute
of Chartered Secretaries and Administrators on “Proxies and Corporate
Representatives” (www.icsa.org.uk) for further details of this procedure.
A copy of the guidance note may also be obtained from the Company
Secretary. The guidance includes a sample form of representation letter if
the Chairman is being appointed as described in (i) above.
3. Additional Information
A statement accompanying this notice which includes additional information
as required under Appendix 8A of the Listing Requirements of Bursa
Securities is attached hereto as Annexure A.
4. Annual Report and Audited Financial Statements (Resolution 1)
For each financial year, the Directors must present the Directors’ Report,
the Audited Financial Statements and the Independent Auditors’ Report to
the Company’s shareholders at a general meeting. Although there is no
requirement under the UK Companies Act to table a resolution on these for
shareholders’ approval, the Directors are of the view that a resolution on
these should be submitted for shareholders to vote on, in the interest of
good governance and in line with international best practice.
5. Retirement and Re-appointment of Directors (Resolutions 3 and 4)
In accordance with Articles 83 and 84 of the Company’s Articles of
Association (“Articles”), at least one-third of the Directors who are subject to
retirement by rotation shall retire from office. Augustus Ralph Marshall (‘RM”)
and Dato’ Mohamed Khadar Bin Merican (“MKM”), being the Directors who
have been longest in office since their last appointment shall retire pursuant
to Articles 83 and 84 of the Articles and being eligible, offer themselves
for re-appointment pursuant to Article 85 of the Articles. Based on the
annual evaluation of directors’ performance, the Board of Directors (“Board”)
believes that RM and MKM continue to be effective and demonstrate
commitment to their roles. The Board is therefore pleased to recommend the
re-appointment of RM and MKM as Directors of the Company.
6. Re-appointment of Auditors (Resolution 5)
At every general meeting at which financial statements are presented to the
Company’s shareholders, the Company is required to appoint independent
auditors to serve until the next general meeting. The existing Auditors,
PricewaterhouseCoopers LLP, have indicated that they are willing to continue
as the Company’s Auditors for the ensuing year.
146 ASTRO ALL ASIA NETWORKS p lc
anneXure a
Further details of individuals who are standing for re-appointment as directors:
(i) Augustus Ralph Marshall
Age 56
Nationality Malaysian
Qualification Associate of the Institute of Chartered Accountants in England and Wales and member of the Malaysian Institute of Certified Public Accountants
Position in the Company Joined the Board in July 2003 and was appointed its Deputy Chairman and Group Chief Executive Officer in August and September 2003 respectively. In February
2007, he assumed the position of Executive Deputy Chairman and in April 2008, he re-assumed the additional responsibilities of Group Chief Executive Officer.
Working Experience and Occupation He is an executive director of Usaha Tegas Sdn Bhd (“UT”) and serves on the boards of several other companies in which UT has significant interests viz. Tanjong Public
Limited Company, Overseas Union Enterprise Limited, London International Exhibition Centre plc, Arnhold Holdings Limited and Maxis Communications Berhad. He has
over 30 years experience in financial and general management.
Other directorship of public companies
incorporated pursuant to the Malaysian
Companies Act, 1965
KLCC Property Holdings Berhad
Maxis Communications Berhad
MEASAT Global Berhad
Details of any interest in the securities of the
Company and its subsidiaries
Please refer to the details of director’s interests on page 142 of the Annual Report
Family relationship with any director and/or
major shareholder of the Company
None
Conflict of interest that he has with the
Company
There is no business arrangement with the Company in which he has a personal interest
List of convictions for offences within the past
10 years other than traffic offences, if any
(only for penalties made public)
None
Statement Accompanying Notice of Fifth Annual General Meetingpursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Securities
(Incorporated in England and Wales – company No. 4841085)
(Registered as a foreign company in Malaysia – company No. 994178-M)
ASTRO ALL ASIA NETWORKS p lc 147
pursuant to Paragraph 8.28(2) of the Listing Requirements of Bursa Securities
STATEMENT AccOMPANyINg NOTIcE Of fIfTh ANNuAL gENERAL MEETINg
(ii) Dato’ Mohamed Khadar Bin Merican
Age 52
Nationality Malaysian
Qualification Member of the Institute of Chartered Accountants in England and Wales and the Malaysian Institute of Accountants
Position in the Company Joined the Board as Independent Non-Executive Director in August 2003
Working Experience and Occupation He manages his own financial consultancy and is a director of AirAsia Berhad and RHB Capital Berhad as well as of several companies within the RHB group.
He had served as an auditor and a consultant in an international accounting firm before joining a financial services group in 1986. Dato’ Mohamed Khadar held various
senior management positions in Tradewinds Corporation Bhd including those of president and chief operating officer. He has over 20 years’ experience in financial
and general management.
Other directorship of public companies
incorporated pursuant to the Malaysian
Companies Act, 1965
AirAsia Berhad
RHB Capital Berhad
RHB Investment Bank Berhad
Rashid Hussain Berhad
Details of any interest in the securities of the
Company and its subsidiaries
Please refer to the details of director’s interests on page 142 of the Annual Report
Family relationship with any director and/or
major shareholder of the Company
None
Conflict of interest that he has with the
Company
There is no conflict of interest
List of convictions for offences within the past
10 years other than traffic offences, if any
(only for penalties made public)
None
(Incorporated in England and Wales – company No. 4841085)
(Registered as a foreign company in Malaysia – company No. 994178-M)
ASTRO ALL ASIA NETWORKS p lc
Form of Proxy
I/We, NRIC/Passport/Company No. (FULL NAME OF MEMBER APPOINTING PROXY IN BLOCK LETTERS)
of (FULL ADDRESS IN BLOCK LETTERS)
hereby appoint NRIC/Passport No. (FULL NAME OF PROXY IN BLOCK LETTERS) (“Proxy 1”)
of (FULL ADDRESS IN BLOCK LETTERS)
and/or NRIC/Passport No. (FULL NAME OF PROXY IN BLOCK LETTERS) (“Proxy 2”)
of (FULL ADDRESS IN BLOCK LETTERS)
or failing him/her, THE CHAIRMAN OF THE MEETING as my/our proxy/proxies to vote for me/us on my/our behalf at the Fifth Annual General Meeting of the Company to be held on Thursday, 24 July 2008 at 2.30 pm at the Grand Ballroom, Level 1, Mandarin Oriental, Kuala Lumpur City Centre, 50088 Kuala Lumpur, Malaysia and at any adjournment thereof.
Subject to any voting instructions given below, the proxy will exercise his/her discretion as to how he/she votes and whether or not he/she abstains from voting on any resolution, by whomsoever proposed (including, without limitation, any resolution to amend a resolution or to adjourn the meeting).
Please indicate how you wish to cast your votes by inserting a “√” in the space provided.
Resolution For Against
1. To receive and consider the Annual Report and the Audited Financial Statements of the Company and of the Group for the financial year ended 31 January 2008 and the
Reports of the Directors and Auditors thereon.
2. To declare a final tax-exempt dividend of 2 sen per ordinary share of 10 pence each for the financial year ended 31 January 2008.
3. To re-appoint Augustus Ralph Marshall, a Director who retires by rotation in accordance with Articles 83 and 84 of the Company’s Articles of Association.
4. To re-appoint Dato’ Mohamed Khadar Bin Merican, a Director who retires by rotation in accordance with Articles 83 and 84 of the Company’s Articles of Association.
5. To re-appoint PricewaterhouseCoopers LLP as Auditors of the Company to hold office from the conclusion of this meeting until the conclusion of the next annual general
meeting and to authorise the Directors to fix their remuneration.
Dated this day of 2008.
Signature of Member(s)
(IftheappointorisanattorneyoracorporationpleaseseeNote1(c)onthefollowingpage)
The proportions of my/our holding to be represented by my/our proxies are as follows:-
No. of Shares Percentage
Total shares held 100%
Proxy 1
Proxy 2
Please use separate proxy form for appointment of more than two proxies.
(Incorporated in England and Wales – company No. 4841085)
(Registered as a foreign company in Malaysia – company No. 994178-M)
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A m
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/her
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ttend
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ote
at a
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of th
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mpa
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stea
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him
/her
pro
vided
that
eac
h pr
oxy
is a
ppoi
nted
to
exer
cise
the
rig
hts
atta
ched
to
diffe
rent
sha
res.
A
mem
ber
who
is a
n au
thor
ised
nom
inee
as
defin
ed in
the
Mal
aysi
an
Secu
ritie
s In
dust
ry (
Cent
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epos
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s) A
ct, 1
991
may
app
oint
mor
e th
an o
ne (
1) p
roxy
in r
espe
ct o
f ea
ch s
ecur
ities
acc
ount
it h
olds
and
w
hich
is c
redi
ted
with
ord
inar
y sh
ares
of t
he C
ompa
ny. A
pro
xy n
eed
not
be a
mem
ber o
f the
Com
pany
.
(b)
If a
mem
ber
who
has
app
oint
ed m
ore
than
one
pro
xy f
ails
to
spec
ify
the
num
ber o
f sha
res
in re
spec
t of w
hich
eac
h su
ch p
roxy
is e
ntitl
ed to
ex
erci
se th
e re
late
d vo
tes
(the
“Pro
xy S
hare
Num
ber”
) for
any
of t
hem
, th
en e
ach
prox
y sh
all
be d
eem
ed t
o ex
erci
se t
he v
otes
in
resp
ect
of
100%
of
the
mem
ber’s
sha
res
divid
ed b
y th
e nu
mbe
r of
pro
xies,
and
if
the
mem
ber
spec
ifies
the
Pro
xy S
hare
Num
ber
for
one
prox
y on
ly,
then
the
oth
er p
roxie
s sh
all b
e de
emed
to
repr
esen
t th
e re
mai
nder
of
the
mem
ber’s
sha
res
on a
n eq
ual b
asis
(or,
in th
e ca
se o
f an
auth
oris
ed
nom
inee
, the
num
ber o
f sha
res
held
in th
e re
leva
nt S
ecur
ities
Acc
ount
).
(c)
An in
stru
men
t app
oint
ing
a pr
oxy
shal
l be
in w
ritin
g un
der t
he h
and
of th
e ap
poin
tor o
r his
atto
rney
dul
y au
thor
ised
in w
ritin
g or
, if t
he a
ppoi
ntor
is a
co
rpor
atio
n, e
ither
und
er it
s se
al o
r by
an o
ffice
r, at
torn
ey o
r oth
er p
erso
n au
thor
ised
in th
at re
spec
t.
(d)
If th
e pr
oxy
form
is r
etur
ned
with
out a
n in
dica
tion
as to
how
the
prox
y m
ust v
ote
on a
par
ticul
ar m
atte
r, th
e pr
oxy
will
exer
cise
his
dis
cret
ion
as
to w
heth
er, a
nd if
so
how,
he
vote
s.
(e)
To b
e va
lid, t
he o
rigin
al F
orm
of P
roxy
, dul
y co
mpl
eted
, mus
t be
depo
site
d w
ith th
e Co
mpa
ny’s
sha
re re
gist
rar,
Sym
phon
y Sh
are
Regi
stra
rs S
dn B
hd
at L
evel
26,
Men
ara
Mul
ti-Pu
rpos
e, C
apita
l Squ
are,
No.
8 J
alan
Mun
shi
Abdu
llah,
501
00 K
uala
Lum
pur,
Mal
aysi
a, t
oget
her
with
the
pow
er o
f at
torn
ey o
r ot
her
auth
ority
(if
any)
und
er w
hich
it
is s
igne
d or
a c
opy
of s
uch
auth
ority
cer
tified
not
aria
lly, n
ot le
ss th
an fo
rty-e
ight
(48)
hou
rs
(exc
ludi
ng a
ny p
art
of a
day
tha
t is
not
a w
orki
ng d
ay) b
efor
e th
e tim
e ap
poin
ted
for
the
mee
ting
or a
djou
rned
mee
ting
or in
the
case
of a
pol
l ta
ken
subs
eque
nt t
o th
e da
te o
f th
e m
eetin
g or
adj
ourn
ed m
eetin
g no
t le
ss th
an tw
enty
-fou
r (24
) hou
rs (e
xclu
ding
any
par
t of a
day
that
is n
ot a
w
orki
ng d
ay) b
efor
e th
e tim
e ap
poin
ted
for t
he ta
king
of t
he p
oll.
(f)
The
lodg
ing
of a
com
plet
ed F
orm
of
Prox
y w
ill no
t pr
eclu
de a
mem
ber
from
atte
ndin
g an
d vo
ting
in p
erso
n at
the
mee
ting
shou
ld th
e m
embe
r su
bseq
uent
ly w
ish
to d
o so
.
(g)
For t
he p
urpo
ses
of d
eter
min
ing
a m
embe
r ent
itled
to a
ttend
the
mee
ting,
th
e Co
mpa
ny w
ill re
ques
t Bu
rsa
Mal
aysi
a De
posi
tory
Sdn
Bhd
(in
ac
cord
ance
with
Arti
cle
35(D
) of t
he C
ompa
ny’s
Arti
cles
of A
ssoc
iatio
n),
to i
ssue
the
Rec
ord
of D
epos
itors
(“R
OD”)
as
at 1
7 Ju
ly 20
08 f
or
dete
rmin
ing
the
depo
sito
rs w
ho s
hall
be d
eem
ed t
o be
the
reg
iste
red
hold
ers
of th
e sh
ares
of t
he C
ompa
ny e
ligib
le to
be
pres
ent a
nd v
ote
at
the
mee
ting.
Onl
y a
depo
sito
r who
se n
ame
appe
ars
on th
e RO
D as
at 1
7 Ju
ly 20
08 s
hall
be e
ntitl
ed to
atte
nd th
e m
eetin
g.
(2)
Corp
orat
e Re
pres
enta
tive
Du
ring
a po
ll, (i
) if a
cor
pora
te s
hare
hold
er h
as a
ppoi
nted
the
Chai
rman
of
the
mee
ting
as it
s co
rpor
ate
repr
esen
tativ
e w
ith in
stru
ctio
ns t
o vo
te
on a
pol
l in
acco
rdan
ce w
ith th
e di
rect
ions
of a
ll of
the
othe
r co
rpor
ate
repr
esen
tativ
es fo
r tha
t sha
reho
lder
at t
he m
eetin
g, th
en th
ose
corp
orat
e re
pres
enta
tives
will
give
vot
ing
dire
ctio
ns t
o th
e Ch
airm
an a
nd t
he
Chai
rman
will
vote
as
corp
orat
e re
pres
enta
tive
in a
ccor
danc
e w
ith th
ose
dire
ctio
ns; a
nd (i
i) if
mor
e th
an o
ne c
orpo
rate
repr
esen
tativ
e fo
r the
sam
e co
rpor
ate
shar
ehol
der a
ttend
s th
e m
eetin
g bu
t the
cor
pora
te s
hare
hold
er
has
not
appo
inte
d th
e Ch
airm
an
of
the
mee
ting
as
its
corp
orat
e re
pres
enta
tive,
a d
esig
nate
d co
rpor
ate
repr
esen
tativ
e w
ill be
nom
inat
ed,
from
thos
e co
rpor
ate
repr
esen
tativ
es w
ho a
ttend
, who
will
then
vot
e on
a
poll
and
the
othe
r co
rpor
ate
repr
esen
tativ
es w
ill gi
ve v
otin
g di
rect
ions
to
that
des
igna
ted
corp
orat
e re
pres
enta
tive.
Cor
pora
te s
hare
hold
ers
are
refe
rred
to th
e gu
idan
ce is
sued
by
the
Inst
itute
of C
harte
red
Secr
etar
ies
and
Adm
inis
trato
rs o
n “P
roxie
s an
d Co
rpor
ate
Repr
esen
tativ
es”
(ww
w.ic
sa.o
rg.u
k) fo
r fur
ther
det
ails
of t
his
proc
edur
e. A
cop
y of
the
guid
ance
no
te m
ay a
lso
be o
btai
ned
from
the
Com
pany
Sec
reta
ry. T
he g
uida
nce
incl
udes
a s
ampl
e fo
rm o
f rep
rese
ntat
ion
lette
r if t
he C
hairm
an is
bei
ng
appo
inte
d as
des
crib
ed in
(i) a
bove
.
Regional Offi ces
MALAYSIA
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Dato’ Lat and Ida Nerina on the set of Lat and Ida, an Astro TV programme from the 1990s.
ASTRO ALL ASIA NETWORKS plc (994178-M)
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