Pintaras-AnnualReport 2000

8/6/2019 Pintaras-AnnualReport 2000

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PINTARAS JAYA BERHAD

1

CONTENTS

NOTICE OF ANNUAL GENERAL MEETING 2

CORPORATE INFORMATION 4

CHAIRMANS STATEMENT 5

FINANCIAL HIGHLIGHTS 7

DIRECTORS REPORT 9

INCOME STATEMENTS 14

BALANCE SHEETS 15

STATEMENTS OF CHANGES IN EQUITY 16

CONSOLIDATED CASH FLOW STATEMENT 17

COMPANY CASH FLOW STATEMENT 19

NOTES TO THE ACCOUNTS 21

STATEMENT BY DIRECTORS 40

STATUTORY DECLARATION 40

REPORT OF THE AUDITORS 41

ANALYSIS OF SHAREHOLDINGS 42

LIST OF PROPERTIES 44

AUDIT COMMITTEE 45

PROXY FORM


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A n n u a l R e p o r t 2 0 0 0N O T I C E O F

A N N U A L G E N E R A L M E E T I N G

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)(Resolution 5)

(Resolution 6)

(Resolution 7)

NOTICE IS HEREBY GIVEN that the Eleventh Annual General Meeting of the Company will be held at Mauna Lani B,The Pan Pacific Glenmarie Resort, 1, Jalan Usahawan U1/8, Seksyen U1, 40250 Shah Alam, Selangor Darul Ehsan onTuesday, 21 November 2000 at 10:00 a.m. for the following purposes :-

AGENDA

1. To receive and consider the Audited Accounts for the year ended 30 June 2000 togetherwith the Reports of the Directors and Auditors thereon.

2. To approve the declaration of a first and final dividend of 5% less tax for the yearended 30 June 2000.

3. To approve the Directors fees for the financial year ended 30 June 2000.

4. To re-elect the following Directors :-Under Article 79(i) Mr Chang Cheng Wah(ii) Mr Khoo Keow Pin

5. To re-appoint Messrs PricewaterhouseCoopers as Auditors and to authorise the Directorsto fix their remuneration.

Ordinary Resolution

6. Authority To Issue SharesTHAT subject always to the Companies Act, 1965, Articles of Association of theCompany and approvals from the Stock Exchange and other governmental/regulatorybodies, where such approvals shall be necessary, full authority be and is hereby givento the Directors pursuant to Section 132D of the Companies Act, 1965 from time totime to allot and issue ordinary shares from the unissued share capital of the Companyupon such terms and conditions and at such times as may be determined by theDirectors of the Company to be in the interest of the Company provided always thatthe aggregate number of shares to be issued pursuant to this Resolution shall not

exceed 10% of the issued share capital of the Company for the time being.

7. To transact any other ordinary business of which due notice shall have been given.

Special Business

To consider and, if thought fit, to pass the following Resolution 7 as Ordinary Resolution :-


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N O T I C E O F

B O O K S C L O S U R E

NOTICE IS HEREBY GIVEN that the Share Transfer Books and the Register of Members of the Company will be closedfrom 16 January 2001 to 17 January 2001 (both dates inclusive) for the purpose of determining entitlement to thedividend.

Duly completed transfers received by the Companys Registrar, Malaysian Share Registration ServicesSdn Bhd, 7th Floor, Exchange Square, Bukit Kewangan, 50200 Kuala Lumpur up to the close of business at 5:00 p.m.on 15 January 2001 will be registered before entitlement to the dividend is determined. The dividend, if approved, willbe paid on 13 February 2001.

A depositor shall qualify for entitlement only in respect of :-

(a) Shares transferred into the Depositors Securities Account before 12:30 p.m. on 15 January 2001 in respect ofordinary transfers; and

(b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of theKuala Lumpur Stock Exchange.

By Order of The Board

CHIU GIT PINGCompany Secretary

Shah Alam27 October 2000

Notes :-

(1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead.(2) A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply

to the Company.(3) To be valid this form duly completed must be deposited at the Registered Office, No. 8, Jalan Majistret U1/26,

HICOM-Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan not less than forty-eight (48) hours before the time for holdingthe meeting.

(4) A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting.(5) Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportion of his holdings to be

represented by each proxy.(6) If the appointer is a corporation, this form must be executed under its common seal or under the hand of its attorney.

Explanatory Note on Special Business

(7) Resolution pursuant to Section 132D of the Companies Act, 1965The Ordinary Resolution No. 7, if passed, will give powers to the Directors of the Company to issue ordinary shares in the capital of theCompany up to an aggregate amount of not exceeding 10% of the issued share capital of the Company for the time being for such purposesas the Directors consider would be in the interest of the Company. This would avoid any delay and cost involved in convening a GeneralMeeting to specifically approve such an issue of shares. This authority, unless revoked or varied at a General Meeting, will expire at the nextAnnual General Meeting of the Company.


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A n n u a l R e p o r t 2 0 0 0C O R P O R AT E I N F O R M AT I O N

DIRECTORS

DR CHIU HONG KEONG (Chairman/Managing Director)KHOO KEOW PIN

KHOO YOK KEEKOO GIT LOO @ CHIU GIT LOOKONG KIM PIEWCHANG CHENG WAH

COMPANY SECRETARY

CHIU GIT PING

REGISTERED OFFICE

NO. 8, JALAN MAJISTRET U1/26

HICOM-GLENMARIE INDUSTRIAL PARK40150 SHAH ALAMSELANGOR DARUL EHSANTEL : 03-5191516

REGISTRAR

MALAYSIAN SHARE REGISTRATION SERVICES SDN BHD7TH FLOOR, EXCHANGE SQUAREBUKIT KEWANGAN50200 KUALA LUMPURTEL : 03-2068099

PRINCIPAL BANKER

MALAYAN BANKING BERHAD

AUDITORS

MESSRS PRICEWATERHOUSECOOPERSPUBLIC ACCOUNTANTS11TH FLOOR, WISMA SIME DARBY

JALAN RAJA LAUT50706 KUALA LUMPUR

SOLICITOR

MESSRS CHIU & ASSOCIATES15, JALAN CEMPAKA SD 12/4CBANDAR SRI DAMANSARA52200 KUALA LUMPUR

STOCK EXCHANGE LISTING

KUALA LUMPUR STOCK EXCHANGE MAIN BOARD


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C H A I R M A N S S TAT E M E N T

On behalf of the Board of Directors, it is with pleasure that I present the Annual Report of the Group and the Companyfor the year ended 30 June 2000.

REVIEW OF RESULTS

The Group achieved a pretax profit of RM4.62 million and an after-tax profit of RM4.56 million for the financial year2000. Profits were down from the previous period. In essence, our construction division recorded a loss of aboutRM2.0 million, however, our manufacturing division and other investments performed well to not only cover the lossfrom construction but yield an overall positive profit result for the Group.

At the Company level, profit before tax and after tax increased substantially to RM10.93 million and RM9.28 millionrespectively. This is mainly due to dividend payments from the Companys subsidiaries.

DIVIDENDS

The Board of Directors has recommended a first and final dividend of 5 sen gross per share, less tax at 28%, amountingto RM1,801,440 subject to the approval of shareholders at our forthcoming Annual General Meeting.

REVIEW OF OPERATIONS

For this financial year under review, the Groups turnover increased from RM22.9 million to RM30.7 million. Thisincrease is attributable to a maiden contribution of RM21.0 million from our manufacturing division. Constructionturnover shrunk severely to about RM7.8 million.

Considering the generally weak construction industry during the year and our practice of securing new projects fromreputable clients and projects which can yield a reasonable profit, it is unavoidable that turnover has tapered off so

drastically.

However, the Groups diversification into the manufacturing sector in 1999 through Prima Packaging Sdn Bhd hascontributed very positively to its overall performance. More importantly, we have also been able to turn around theprofitability of Prima Packaging and improved on its operations.

CORPORATE DEVELOPMENTS

The Group completed the 100% acquisition of Prima Packaging on 30 November 1999.

YEAR 2000 COMPLIANCE

The Group entered the new millennium without any hitches from its computer systems.


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OUTLOOK

There is little doubt that the Malaysian economy has turned around positively. We have seen increased activities in the

construction and manufacturing sectors. Our volume of business should increase substantially for the period endingJune 2001. We are particularly optimistic that the construction industry will pick up strongly in the year 2001. Manylarge infrastructure and public sector projects are on the brink of commencement and the low to medium cost residentialproperty market has performed most encouragingly.

We are certain that we have emerged from the economic doldrums. We have remained intact, cohesive and financiallystrong over the last three years. We still see challenges ahead, it will not be smooth sailing but we believe we willperform better in the future.

ACKNOWLEDGEMENT

On behalf of the Board of Directors, I wish to express our appreciation and gratitude to our shareholders, clients,suppliers, sub-contractors, bankers and business associates for their continued support and co-operation during theyear.

I also wish to record our deep appreciation to our loyal and dedicated employees for their continued hardwork andcommitment to the Group.

DR CHIU HONG KEONGChairman/Managing DirectorOctober 2000


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F I N A N C I A L H I G H L I G H T S

2000 1999 1998 1997 1996RM000 RM000 RM000 RM000 RM000

Turnover 30,677 22,944 73,738 67,396 38,328

Profit before taxation 4,624 6,268 7,949 10,052 8,977

Profit after taxation but 4,557 7,103 5,527 7,256 6,240before extraordinary item

Extraordinary item - - - - -

Profit after taxation and 4,557 7,103 5,527 7,256 6,240extraordinary item

Paid up Capital 50,040 50,040 50,040 30,272 18,920

Shareholders funds 104,379 100,933 96,331 53,540 47,615

Total assets 126,694 117,651 124,510 85,042 63,875

Gross earnings per share (RM) 0.09 0.13 0.20 0.33 0.31

Net earnings per share (RM) 0.09 0.14 0.14 0.24 0.22

Gross Dividend rate (%) 5 5 8 10 10

0

10

20

30

40

(R

MM

illion)

50

60

70

80

TURNOVER

'96 '97 '98 '99 '00

BEFORE TAX

9.0

10.0

(RM

Million)

0

2

4

6

8

10

PROFIT

'96 '97 '98 '99 '00

22.9

30.7

38.3

67.4

73.7

7.9

6.3

4.6


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'96 '97 '98 '99 '00

A F T E R T A X

(RMM

illion)

0

1

2

3

4

5

6

7

8

P R O F I T

(RMM

illion)

47.653.5

96.3

100.9104.4

'96 '97 '98 '99 '00

F U N D SS H A R E H O L D E R S '

0

20

40

60

80

100

(RM)

0.24

0.14

0.09

'96 '97 '98 '99 '00

P E R S H A R EN E T E A R N I N G S

'96 '97 '98 '99 '00

T O TA L A S S E T S

0

30

60

90

120

63.9

85.0

124.5117.7

126.7

150

(RMM

illion)

6.2

7.3

5.5

7.1

4.6

0.22

0.14

0

0.1

0.2

0.3

0.4

Based on weighted average paid-up capital of 28,608,548 shares.

Based on paid-up capital of 30,272,000 shares.

# Based on weighted average paid-up capital of 39,560,092 shares.

Based on paid-up capital of 50,040,000 shares.

#


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D I R E C T O R S R E P O R T

The directors have pleasure in submitting their report together with the audited accounts of the Group and Companyfor the financial year ended 30 June 2000.

PRINCIPAL ACTIVITIES

The principal activities of the Company consist of investment holding and undertaking of piling contracts, civil engineeringand building construction works and rental of plant and machinery. There have been no significant changes in theseactivities during the financial year.

The principal activities of the subsidiary companies are set out in Note 10 to the accounts.

FINANCIAL RESULTSGroup Company

RM RM

Profit after taxation 4,557,081 9,276,272

DIVIDENDS

The amount of dividends paid by the Company since 30 June 1999 are as follows:RM

Final dividend of 5 sen per share, tax exempt,paid on 22 February 2000 2,502,000

The directors now recommend the payment of a final dividend of 5 sen gross per share, less income tax of 28%,amounting to RM1,801,440 for the financial year ended 30 June 2000, subject to the approval of members at theforthcoming Annual General Meeting of the Company.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves and provisions during the financial year other than as disclosed in

the accounts.


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EMPLOYEES' SHARE OPTION SCHEME

The Company's Employees' Share Option Scheme ('ESOS') was approved by the Securities Commission

on 21 April 1997. The Kuala Lumpur Stock Exchange ('KLSE') had also approved in principle the listing of the newordinary shares to be issued pursuant to the ESOS on 13 June 1997.

The main features of the ESOS are:

(a) the aggregate number of ordinary shares under the ESOS shall not exceed 10% of the issued and paid-up sharecapital of the Company at any point of time during the existence of the ESOS;

(b) the ESOS shall be in force for a period of 5 years commencing on 5 September 1997 and expiring on4 September 2002;

(c) the ESOS is for eligible persons who are executive directors and confirmed employees of the Pintaras Jaya Berhadgroup of companies with at least 1 year of continuous service for Malaysian employees and at least 3 years ofcontinuous service for non-Malaysian employees;

(d) the options are non-assignable; and

(e) the persons to whom the options are granted have no right to participate by virtue of the options in any share issueof any other related company.

On 5 September 1997, the Company granted options under the ESOS to subscribe 2,315,000 unissued ordinary sharesof RM1.00 each in the Company at an option price of RM5.45 per share to eligible executive directors and employees.The number of ordinary shares and option price under the ESOS were adjusted to 2,893,750 and RM4.36 respectively

following the bonus issue of 10,008,000 new ordinary shares of RM1.00 each on 8 April 1998 pursuant to the Bye-lawsof the ESOS. None of the options has been exercised as at 30 June 2000.

DIRECTORS

The directors who have held office during the period since the date of the last report are:

Dr Chiu Hong KeongKhoo Keow PinKhoo Yok Kee

Koo Git Loo @ Chiu Git LooKong Kim PiewChang Cheng Wah

In accordance with Article 79 of the Company's Articles of Association, Chang Cheng Wah and Khoo Keow Pin retireby rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.


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11

DIRECTORS' BENEFITS

During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object

or objects of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debenturesof the Company or any other body corporate except for the share options granted to executive directors of the Companypursuant to the ESOS.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other thanbenefits disclosed in Note 5 to the accounts) by reason of a contract made by the Company or a related corporationwith a director or with a firm of which he is a member, or with a company in which he has a substantial financialinterest.

DIRECTORS' INTERESTS

According to the register of directors' shareholdings, the interests of the directors in office at the end of the financialyear in shares in the Company were as follows:

Number of ordinary shares of RM1.00 eachAt At

1.7.1999 Acquired Disposed 30.6.2000

Dr Chiu Hong Keong 5,392,100 - - 5,392,100Khoo Keow Pin 6,426,783 - (600,000) 5,826,783Khoo Yok Kee 1,872,500 600,000 - 2,472,500Koo Git Loo @ Chiu Git Loo 5,250 - - 5,250

Options over ordinary shares of RM1.00 eachAt At

1.7.1999 Granted Exercised 30.6.2000

Dr Chiu Hong Keong 500,000 - - 500,000Khoo Keow Pin 350,000 - - 350,000Khoo Yok Kee 350,000 - - 350,000Koo Git Loo @ Chiu Git Loo 350,000 - - 350,000

By virtue of their interests in the Company, the above directors are deemed to have an interest in the shares of the

subsidiary companies to the extent held by the Company.

None of the other directors held any interest in shares in the Company or its related corporations during thefinancial year.


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STATUTORY INFORMATION ON THE ACCOUNTS

Before the profit and loss accounts and balance sheets of the Group and of the Company were made out, the directors

took reasonable steps:

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

(b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of businesstheir value as shown in the accounting records of the Group and of the Company have been written down to anamount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances:

(a) which would render the amounts written off for bad debts or the amount of the provision for doubtful debts in theaccounts of the Group and of the Company inadequate to any substantial extent; or

(b) which would render the values attributed to current assets in the accounts of the Group and of the Companymisleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Groupand of the Company misleading or inappropriate.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelvemonths after the end of the financial year which, in the opinion of the directors, will or may substantially affect the

ability of the Group and of the Company to meet their obligations when they fall due.

At the date of this report, there does not exist:

(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial yearwhich secures the liability of any other person; or

(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.


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OTHER STATUTORY INFORMATION

At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the

accounts which would render any amount stated in the accounts misleading.

In the opinion of the directors,

(a) the results of the operations of the Group and of the Company during the financial year were not substantiallyaffected by any item, transaction or event of a material and unusual nature except for the acquisition of subsidiarycompanies as set out in Note 28 to the accounts; and

(b) there has not arisen in the interval between the end of the financial year and the date of this report any item,transaction or event of a material and unusual nature likely to affect substantially the results of the operations of theGroup and of the Company for the financial year in which this report is made.

AUDITORS

The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.

On behalf of the Board

DR CHIU HONG KEONG KHOO KEOW PINDIRECTOR DIRECTOR



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A n n u a l R e p o r t 2 0 0 0I N C O M E S T AT E M E N T Sfor the financial year ended 30 June 2000

Group CompanyNote 2000 1999 2000 1999

RM RM RM RM

REVENUE 4 30,676,883 22,943,566 12,864,433 4,826,707

COST OF SALES (24,486,988) (12,896,123) - -

GROSS PROFIT 6,189,895 10,047,443 12,864,433 4,826,707

OTHER OPERATING INCOME 6,437,394 4,319,460 3,878,712 3,019,821

ADMINISTRATIVE EXPENSES (2,080,527) (619,956) (793,598) (364,562)

OTHER OPERATING EXPENSES (5,512,240) (7,478,793) (5,019,073) (5,100,116)

PROFIT FROM OPERATIONS 5,034,522 6,268,154 10,930,474 2,381,850

FINANCE COST (410,279) - - -

PROFIT BEFORE TAXATION 5 4,624,243 6,268,154 10,930,474 2,381,850

TAXATION 6 (67,162) 835,327 (1,654,202) 842,702

PROFIT AFTER TAXATION 4,557,081 7,103,481 9,276,272 3,224,552

EARNINGS PER SHARE (SEN)- Basic 8 9.1 14.2- Fully diluted 8 9.1 14.2

The notes set out on pages 21 to 39 form an integral part of the accounts.


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B A L A N C E S H E E T Sa s a t 3 0 J u n e 2 0 0 0

Group CompanyNote 2000 1999 2000 1999

RM RM RM RM

FIXED ASSETS 9 51,126,301 38,065,688 31,866,215 35,671,319INVESTMENTS IN SUBSIDIARY

COMPANIES 10 - - 5,000,006 5,000,006INVESTMENT PROPERTIES 11 11,627,442 11,274,222 - -PRELIMINARY AND

PRE-OPERATING EXPENSES - 36,851 - -

CURRENT ASSETSAmount due from customers on contracts 17 228,900 - - -Inventories 12 5,898,596 2,023,207 55,865 -Debtors 13 25,699,981 23,951,229 124,544 1,993,124Amounts due from subsidiary companies 14 - - 34,715,629 18,096,880

Dividend receivable - - 8,627,600 2,500,000Marketable securities 15 5,730,837 4,155,290 5,730,837 4,155,290Short term deposits 16 26,149,526 38,048,110 15,628,393 31,169,327Cash and bank balances 232,459 96,900 119,822 69,059

63,940,299 68,274,736 65,002,690 57,983,680

CURRENT LIABILITIESAmount due to customers on contracts 17 - 1,516,662 - -Creditors 18 6,698,262 6,984,423 424,736 2,275,064Amounts due to subsidiary companies 14 - - 1,394,879 1,420,217Taxation 553,175 2,340,715 106,826 783,526Proposed dividend 1,801,440 2,502,000 1,801,440 2,502,000Short term borrowings 19 10,042,401 - - -

19,095,278 13,343,800 3,727,881 6,980,807

NET CURRENT ASSETS 44,845,021 54,930,936 61,274,809 51,002,873

107,598,764 104,307,697 98,141,030 91,674,198

DEFERRED TAXATION 20 (3,219,700) (3,375,100) (1,982,000) (2,990,000)

104,379,064 100,932,597 96,159,030 88,684,198

Representing:

SHARE CAPITAL 21 50,040,000 50,040,000 50,040,000 50,040,000SHARE PREMIUM 33,509,518 33,509,518 33,509,518 33,509,518CAPITAL RESERVE 690,826 - - -UNAPPROPRIATED PROFITS 22 20,138,720 17,383,079 12,609,512 5,134,680

SHAREHOLDERS' FUNDS 104,379,064 100,932,597 96,159,030 88,684,198



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A n n u a l R e p o r t 2 0 0 0STATEMENTS OF CHANGES IN EQUITYfor the financial year ended 30 June 2000

Non-distributable DistributableShare Share Capital Unappropriated

Note capital premium reserve profits Total

RM RM RM RM RM

Group

At 1 July 1999 50,040,000 33,509,518 - 17,383,079 100,932,597

Profit after taxationfor the financial year - - - 4,557,081 4,557,081

Reserve arising fromsubsidiary acquired - - 690,826 - 690,826

Dividends 7 - - - (1,801,440) (1,801,440)

At 30 June 2000 50,040,000 33,509,518 690,826 20,138,720 104,379,064

At 1 July 1998 50,040,000 33,509,518 - 12,781,598 96,331,116


Dividends 7 - - - (2,502,000) (2,502,000)

At 30 June 1999 50,040,000 33,509,518 - 17,383,079 100,932,597

Company

At 1 July 1999 50,040,000 33,509,518 - 5,134,680 88,684,198


Dividends 7 - - - (1,801,440) (1,801,440)

At 30 June 2000 50,040,000 33,509,518 - 12,609,512 96,159,030

At 1 July 1998 50,040,000 33,509,518 - 4,412,128 87,961,646


Dividends 7 - - - (2,502,000) (2,502,000)

At 30 June 1999 50,040,000 33,509,518 - 5,134,680 88,684,198



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CONSOLIDATED CASH FLOW STATEMENTfor the financial year ended 30 June 2000

Note 2000 1999RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 4,624,243 6,268,154

Adjustments for:Depreciation of fixed assets 5,811,838 4,320,236(Gain)/loss on disposal of fixed assets (26,498) 9,721Gain on disposal of marketable securities (2,640,274) (972,801)Interest income (916,391) (3,025,141)Dividend income (145,887) (28,861)Preliminary expenses written off 36,851 14,427Provision for bad and doubtful debts written back (1,288,230) -Provision for bad and doubtful debts - 2,557,226Bad debts recovered - (30,736)Provision for write-down of property acquired for resale - 109,492

5,455,652 9,221,717

Decrease in amount due to customers on contracts (1,836,793) (6,687,666)Decrease in inventories 776,452 272,891Decrease in debtors 9,005,835 8,626,235Decrease in creditors (3,038,203) (4,158,288)

Cash generated from operations 10,362,943 7,274,889

Taxation paid (3,330,609) (37,987)Taxation refunded 37,614 208,937Interest received 882,232 2,948,989Dividend received 117,213 22,583

Net cash inflow from operating activities 8,069,393 10,417,411

CASH FLOWS FROM INVESTING ACTIVITIES

Payment for acquisition of investment properties (353,220) (10,774,222)Purchase of fixed assets (595,687) (314,719)Proceeds from disposal of fixed assets 26,500 341,500Acquisition of a subsidiary company (10,526,792) (1,998)Purchase of marketable securities (5,225,397) (4,975,734)Proceeds from disposal of marketable securities 6,484,325 2,284,818Preliminary and pre-operating expenses incurred - (26,271)

Net cash outflow from investing activities (10,190,271) (13,466,626)


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Note 2000 1999RM RM

CASH FLOWS FROM FINANCING ACTIVITIES

Short term borrowing repaid (7,182,548) -Deposits pledged as security (1,500,000) -Dividends paid (2,502,000) (2,305,843)

Net cash outflow from financing activities (11,184,548) (2,305,843)

NET DECREASE IN CASH AND CASH EQUIVALENTS (13,305,426) (5,355,058)

CASH AND CASH EQUIVALENTS AT BEGINNINGOF FINANCIAL YEAR 38,145,010 43,500,068

CASH AND CASH EQUIVALENTS AT ENDOF FINANCIAL YEAR 23 24,839,584 38,145,010

Summary of effects of acquisition of shares in subsidiary companies:

Net assets/(liabilities) acquired:Fixed assets 18,185,535 -Stock 4,651,841 -Trade debtors 8,866,702 -Other debtors and prepayment 492,051 -

Short term deposit 1,500,000 -Cash and bank 352,227 -Trade creditors (979,349) -Other creditors and accruals (1,572,561) (300)Short term borrowings (17,224,949) -Provision for taxation (364,053) -Deferred taxation (880,000) -Preliminary expenses - 1,768Pre-operating expenses - 532Cash in hand - 2Amounts owing to Director - (2,000)

13,027,444 2

Cash paid for shares acquired 12,336,618 2,000Cash balance of subsidiary company acquired (1,852,227) (2)Short term borrowings (bank overdraft) of subsidiary company acquired 42,401 -

Cashflow on acquisition, net of cash paid 10 ,526,792 1,998



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COMPANY CASH FLOW STATEMENTfor the financial year ended 30 June 2000

Note 2000 1999RM RM

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 10,930,474 2,381,850

Adjustments for:Depreciation of fixed assets 3,982,907 4,013,429(Gain)/loss on disposal of fixed assets (25,500) 7,904Gain on disposal of marketable securities (2,640,274) (972,801)Interest income (825,565) (1,909,615)Dividend income (11,177,887) (2,528,861)Provision for bad and doubtful debts written back (40,000) -Provision for bad and doubtful debts - 467,066

Bad debts recovered - (30,736)

204,155 1,428,236

Increase in inventories (55,865) -Decrease in debtors 1,929,954 4,853,286(Decrease)/increase in creditors (2,050,459) 1,348,330Increase in intercompany balances (16,644,087) (457,293)

Cash (used in)/generated from operations (16,616,302) 7,172,559

Taxation paid (907,828) (15,458)Taxation refunded - 144,087Interest received 810,121 1,850,694Dividend received 2,619,213 22,583

Net cash (outflow)/inflow from operating activities (14,094,796) 9,174,465

CASH FLOWS FROM INVESTING ACTIVITIES

Purchase of fixed assets (177,803) (392,771)Proceeds from disposal of fixed assets 25,500 376,501Purchase of marketable securities (5,225,397) (4,975,735)

Proceeds from disposal of marketable securities 6,484,325 2,284,817

Net cash inflow/(outflow) from investing activities 1,106,625 (2,707,188)

CASH FLOWS FROM FINANCING ACTIVITY

Dividends paid (2,502,000) (2,305,843)

Net cash outflow from financing activity (2,502,000) (2,305,843)


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Note 2000 1999RM RM

NET (DECREASE)/INCREASE IN CASH AND CASH EQUIVALENTS (15,490,171) 4,161,434

CASH AND CASH EQUIVALENTS AT BEGINNINGOF FINANCIAL YEAR 31,238,386 27,076,952

CASH AND CASH EQUIVALENTS AT ENDOF FINANCIAL YEAR 23 15,748,215 31,238,386


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3 SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

(b) Revenue recognition

(i) Construction contracts

Revenue from contracts are recognised on the percentage of completion method based on certified workdone.

(ii) Sale of goods

Revenue from the sale of goods is based on the value invoiced to customers during the financial year lessreturns.

(iii) Rental of machinery

Revenue from the rental of machinery is based on the amount charged to subsidiary companies based onthe duration and number of machineries rented.

(iv) Dividend

Dividend income is recognised when the dividend is proposed or declared by subsidiary companies.

(v) Interest

Interest income is recognised as it accrues unless collectability is in doubt.

(c) Fixed assets and depreciation

Fixed assets are stated at cost less accumulated depreciation. Freehold land is not depreciated. Depreciationis calculated on a straight line method to write off the cost of the other fixed assets over their estimated usefullives. The principal annual depreciation rates used are as follows:

Freehold buildings 2%Plant and machinery 10% - 20%Motor vehicles 20%Site equipment 10% - 20%

Site office and workshop 10%Office equipment 10% - 40%Furniture and fittings 10%Office renovations 10%


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(d) Investments

Investments in subsidiary companies are stated at cost. Provision is made when the directors consider thatthere has been a permanent diminution in value. Permanent diminution in the value of an investment isrecognised as an expense in the financial year in which the diminution is identified.

Marketable securities are carried at the lower of cost and market value, determined on an aggregate portfoliobasis by category of investment. Cost is derived at on the weighted average basis. Market value is calculatedby reference to stock exchange quoted selling prices at the close of business on the balance sheet date.

(e) Investment properties

Investment properties comprise real properties acquired for investment purposes and are stated at cost. Provision

is made when the directors consider that there has been a permanent diminution in value.

(f) Inventories

(i) Properties acquired for resale purposes are stated at lower of cost and net realisable value.

(ii) Inventories are stated at the lower of cost and net realisable value. Cost is determined on a weightedaverage basis. Work-in-progress and finished goods comprise raw materials, direct labour, other directcharges and related production overheads, but excludes interest expense.

In the previous financial year, the cost of inventories was determined on a first-in, first-out basis. The change in

the accounting policy is to ensure consistency within the Group. There is no prior year adjustment as the effectof the change in the accounting policy is not material.

(g) Construction contracts

Profits from contracts are recognised on the percentage of completion method based on certified work done.No profit is recognised on a contract which has not reached a stage of completion where it is possible to assessthe financial outcome of the contract with reasonable certainty. Anticipated losses are recognised immediatelyin the income statement.

The aggregate of the costs incurred and the profit/loss recognised on each contract is compared against the

progress billings up to the year end. Where the sum of the costs incurred and recognised profit/loss exceedsthe progress billings, the balance is also shown as Amounts due from customers on contracts. Conversely,where progress billings exceed the sum of the costs incurred and recognised profit/loss, the balance is shownas Amount due to customers on contracts.


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(h) Provision for bad and doubtful debts

Specific provisions are made for doubtful debts which have been individually reviewed and identified by thedirectors as bad or doubtful.

(i) Deferred taxation

Provision is made using the liability method for taxation deferred by capital allowances and other timingdifferences except to the extent that it can be demonstrated with reasonable probability that such timingdifferences will continue in the foreseeable future.

(j) Goodwill/capital reserve

Goodwill and capital reserve arising on consolidation represents the diference of the purchase price and thefair value of the net assets of subsidiary companies at the date of acquisition. Goodwill is amortised throughthe income statements on a straight line basis over a period of 20 years or the expected useful life, whicheveris the shorter. Capital reserve is carried in the balance sheet indefinitely.

(k) Foreign currencies

Transactions in foreign currencies during the year are converted into Ringgit Malaysia at the rates of exchangeruling on the transaction dates. Foreign currency assets and liabilities at the balance sheet date are translatedinto Ringgit Malaysia at rates of exchange approximating those ruling on that date. Exchange gains and lossesare dealt with in the income statements.

(l) Cash and cash equivalents

Cash comprises cash on hand and balances with licensed financial institutions. Cash equivalents areshort-term, highly liquid investments that are readily convertible to known amounts of cash, net of short-termbank borrowings which are repayable on demand.

4 REVENUE

Group Company

2000 1999 2000 1999RM RM RM RM

Construction contracts 7,758,192 22,530,016 - -Sale of goods 22,918,691 380,000 - -Dividends - - 11,030,000 2,449,207Rental of machinery - 33,550 1,834,433 2,377,500

30,676,883 22,943,566 12,864,433 4,826,707


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6 TAXATION

Group Company

2000 1999 2000 1999RM RM RM RM

Current taxation - Malaysian Income Tax (1,096,100) - (2,662,800) -

(Under)/over provision in prior years (6,462) 45,527 598 35,702

Deferred taxation (Note 20) 1,035,400 789,800 1,008,000 807,000

(67,162) 835,327 (1,654,202) 842,702

The effective tax rate for the Group is lower than the statutory rate mainly due to tax on certain portion of theincome of a newly acquired subsidiary company which has been waived in accordance with the Malaysian IncomeTax (Amendment) Act, 1999 and capital gains which were not taxable.

The effective tax rate for the Company is lower than the statutory rate mainly due to the tax exempt dividendsreceivable from subsidiary companies and capital gains which were not taxable.

7 DIVIDENDS

Group and Company2000 1999

RM RM

Proposed final:

5 sen gross per share, less tax at 28% (1999: 5 sen gross tax exempt) 1,801,440 2,502,000

8 EARNINGS PER SHARE

The basic earnings per share is calculated based on the Group's profit after taxation of RM4,557,081(1999: RM7,103,481) and the weighted average number of ordinary shares in issue during the financial year of

50,040,000 (1999: 50,040,000).

The assumed conversion of the options during the financial year would be antidilutive; accordingly, the basic andfully diluted earnings per share are the same.


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9 FIXED ASSETS

On

acquisition ofAt subsidiary At1.7.1999 Additions companies Disposals 30.6.2000

RM RM RM RM RM

Group

2000

Cost

Freehold land 5,668,774 - 6,141,340 - 11,810,114Freehold buildings 4,396,061 - 6,560,982 - 10,957,043Plant and machinery 40,641,223 338,911 15,040,065 (403,590) 55,616,609Motor vehicles 1,390,462 97,127 640,021 (24,500) 2,103,110Site equipment 3,478,726 - - - 3,478,726Site office and workshop 97,924 - - - 97,924Office equipment 405,119 148,609 1,172,084 (9,775) 1,716,037Furniture and fittings 68,042 240 - - 68,282Office renovations 30,184 10,800 - - 40,984

56,176,515 595,687 29,554,492 (437,865) 85,888,829

OnCharge acquisition of Reversed

At for the subsidiary on At1.7.1999 financial year companies disposals 30.6.2000

RM RM RM RM RM

Accumulated depreciation

Freehold buildings 132,952 169,933 702,323 - 1,005,208Plant and machinery 15,243,655 4,786,570 9,359,070 (403,590) 28,985,705Motor vehicles 808,413 287,530 486,172 (24,500) 1,557,615

Site equipment 1,626,075 283,524 - - 1,909,599Site office and workshop 45,662 9,277 - - 54,939Office equipment 212,532 174,030 821,392 (9,773) 1,198,181Furniture and fittings 37,498 6,635 - - 44,133Office renovations 4,040 3,108 - - 7,148

18,110,827 5,720,607 11,368,957 (437,863) 34,762,528


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9 FIXED ASSETS (CONTINUED)

At At

1.7.1998 Additions Disposals 30.6.1999RM RM RM RM

Group

1999

Cost

Freehold land 5,668,774 - - 5,668,774Freehold buildings 4,482,454 165,307 (251,700) 4,396,061Plant and machinery 40,774,524 - (133,301) 40,641,223Motor vehicles 1,560,974 175,300 (345,812) 1,390,462Site equipment 3,447,375 31,351 - 3,478,726Site office and workshop 97,924 - - 97,924Office equipment 371,582 33,537 - 405,119Furniture and fittings 60,069 7,973 - 68,042Office renovations 18,930 11,254 - 30,184

56,482,606 424,722 (730,813) 56,176,515

Charge ReversedAt for the on At

1.7.1998 financial year disposals 30.6.1999RM RM RM RM


Freehold buildings 49,971 90,391 (7,410) 132,952Plant and machinery 11,566,475 3,724,916 (47,736) 15,243,655Motor vehicles 766,076 256,780 (214,443) 808,413Site equipment 1,337,454 288,621 - 1,626,075Site office and workshop 35,870 9,792 - 45,662Office equipment 164,571 47,961 - 212,532

Furniture and fittings 31,159 6,339 - 37,498Office renovations 1,209 2,831 - 4,040

13,952,785 4,427,631 (269,589) 18,110,827


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29


2000 1999

RM RM

Net book value

Freehold land 11,810,114 5,668,774Freehold buildings 9,951,835 4,263,109Plant and machinery 26,630,904 25,397,568Motor vehicles 545,495 582,049Site equipment 1,569,127 1,852,651Site office and workshop 42,985 52,262Office equipment 517,856 192,587Furniture and fittings 24,149 30,544Office renovations 33,836 26,144

51,126,301 38,065,688

The freehold land and fixed assets of a subsidiary company, Prima Packaging Sdn. Bhd. have been pledged assecurities for borrowings (Note 19).

At At1.7.1999 Additions Disposals 30.6.2000

RM RM RM RM

Company

2000

Cost

Freehold land 5,668,774 - - 5,668,774Freehold buildings 4,396,061 - - 4,396,061Plant and machinery 38,974,223 154,225 (403,590) 38,724,858Motor vehicles 1,022,424 - (24,500) 997,924Site equipment 1,942,742 - - 1,942,742

Site office and workshop 52,291 - - 52,291Office equipment 316,822 12,778 - 329,600Furniture and fittings 60,374 - - 60,374Office renovations 25,744 10,800 - 36,544

52,459,455 177,803 (428,090) 52,209,168


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Charge Reversed

At for the on At1.7.1999 financial year disposals 30.6.2000RM RM RM RM

Company

2000


Freehold buildings 132,952 87,921 - 220,873Plant and machinery 14,594,372 3,552,836 (403,590) 17,743,618Motor vehicles 616,048 159,990 (24,500) 751,538Site equipment 1,196,915 129,926 - 1,326,841Site office and workshop 34,059 4,714 - 38,773Office equipment 175,931 38,997 - 214,928Furniture and fittings 35,230 5,859 - 41,089Office renovations 2,629 2,664 - 5,293

16,788,136 3,982,907 (428,090) 20,342,953

At At1.7.1998 Additions Disposals 30.6.1999

RM RM RM RM

Company

1999

Cost

Freehold land 5,668,774 - - 5,668,774Freehold buildings 4,482,454 165,307 (251,700) 4,396,061Plant and machinery 39,107,524 - (133,301) 38,974,223

Motor vehicles 1,055,936 175,300 (208,812) 1,022,424Site equipment 1,942,742 - - 1,942,742Site office and workshop 52,291 - - 52,291Office equipment 283,805 33,017 - 316,822Furniture and fittings 52,481 7,893 - 60,374Office renovations 14,490 11,254 - 25,744

52,660,497 392,771 (593,813) 52,459,455


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Charge Reversed

At for the on At1.7.1998 financial year disposals 30.6.1999RM RM RM RM

Company

1999


Freehold buildings 49,971 90,391 (7,410) 132,952Plant and machinery 11,083,892 3,558,216 (47,736) 14,594,372Motor vehicles 589,937 180,373 (154,262) 616,048Site equipment 1,061,764 135,151 - 1,196,915Site office and workshop 28,830 5,229 - 34,059Office equipment 139,821 36,110 - 175,931Furniture and fittings 29,658 5,572 - 35,230Office renovations 242 2,387 - 2,629

12,984,115 4,013,429 (209,408) 16,788,136

2000 1999RM RM

Net book value

Freehold land 5,668,774 5,668,774Freehold buildings 4,175,188 4,263,109Plant and machinery 20,981,240 24,379,851Motor vehicles 246,386 406,376Site equipment 615,901 745,827Site office and workshop 13,518 18,232Office equipment 114,672 140,891Furniture and fittings 19,285 25,144

Office renovations 31,251 23,115

31,866,215 35,671,319


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10 INVESTMENTS IN SUBSIDIARY COMPANIES

Company

2000 1999RM RM

Unquoted shares, at cost 5,000,006 5,000,006

The subsidiary companies, all of which are incorporated in Malaysia, are as follows:

PercentageName of company Principal activities of equity interest

2000 1999% %

Pintaras Geotechnics Sdn. Bhd. Geotechnical and foundation 100 100engineering services

Readycast Concrete Industries Manufacturing of pre-cast concrete 100 100Sdn. Bhd. piles and concrete related products

Pintaras (East Malaysia) Foundation and civil engineering 100 100Sdn. Bhd. contractor

Pintaras Equipment Sdn. Bhd. Dormant 100 100

Pintaras Development Sdn. Bhd. Property investment and development 100 100

Pintaras Megah Sdn. Bhd. Building superstructure contractor 100 100

Pintaras Piling Sdn. Bhd. Driven pile contractor 100 100

Pintaras Prima Sdn. Bhd. Dormant 100 100

Solidprop Sdn. Bhd. Dormant 100 100

Subsidiary company of

Pintaras Geotechnics Sdn. Bhd.

System Micro-Piling Sdn. Bhd. Specialised geotechnical contractor 100 100

Subsidiary company ofPintaras Prima Sdn. Bhd.

* Prima Packaging Sdn. Bhd. Manufacturing of metal containers 100 -


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10 INVESTMENTS IN SUBSIDIARY COMPANIES (CONTINUED)

PercentageName of company Principal activities of equity interest

2000 1999% %

Subsidiary company ofPintaras Development Sdn. Bhd.

* SMPP Development Sdn. Bhd. Property developer 100 -(Formerly known as SMPPackaging (M) Sdn. Bhd.)

* These companies in the Group are audited by other firms of auditors.

11 INVESTMENT PROPERTIES

Group2000 1999RM RM

At cost:

Leasehold land 10,459,872 10,459,872Buildings 1,167,570 814,350

11,627,442 11,274,222

The title deed to the leasehold land has not been transferred to the subsidiary company as at 30 June 2000.Directors are of the view that the fair values of the properties held at the balance sheet date are not significantlydifferent from the carrying amounts shown in the accounts.

12 INVENTORIES

Group Company2000 1999 2000 1999RM RM RM RM

At cost:

Properties acquired for resale 741,522 1,921,916 - -Raw materials 2,808,793 - 55,865 -Work-in-progress 863,785 - - -Finished goods 1,248,844 101,291 - -Goods in transit 265,652 - - -Less: Provision for inventories obsolescence (30,000) - - -

5,898,596 2,023,207 55,865 -


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13 DEBTORS

Group Company

2000 1999 2000 1999RM RM RM RM

Progress billings receivable 15,183,477 22,111,549 2,581,145 2,948,808Retention sums 6,562,162 6,673,571 732,004 732,004

21,745,639 28,785,120 3,313,149 3,680,812Less: Provision for bad and doubtful debts (5,942,887) (7,347,631) (3,283,149) (3,388,984)

15,802,752 21,437,489 30,000 291,828

Trade debtors 9,632,625 - - -Other debtors, deposits and prepayments 891,707 2,685,214 266,018 1,872,770Less: Provision for bad and doubtful debts (627,103) (171,474) (171,474) (171,474)

9,897,229 2,513,740 94,544 1,701,296

Total 25,699,981 23,951,229 124,544 1,993,124

14 AMOUNTS DUE FROM/TO SUBSIDIARY COMPANIES

The amounts due from/to subsidiary companies are unsecured, interest free and have no fixed terms of repayment.

15 MARKETABLE SECURITIES

Group and Company2000 1999RM RM

Quoted shares in Malaysia:At cost 5,730,837 4,155,290

At market value 6,886,794 4,988,920


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18 CREDITORS

Group Company

2000 1999 2000 1999RM RM RM RM

Trade creditors 5,235,167 4,819,501 119,673 180,284Other creditors and accruals 1,463,095 2,164,922 305,063 2,094,780

6,698,262 6,984,423 424,736 2,275,064

19 SHORT TERM BORROWINGS

Group2000 1999RM RM

Bank overdrafts (unsecured) 42,401 -Guaranteed Revolving Underwriting Facility ('GRUF') loan (secured) 10,000,000 -

10,042,401 -

The short term borrowings in the financial year carried interest rates ranging from 3.5% to 5.0% per annum.

The bank overdrafts are secured by the pledge of the deposits with licensed banks (Note 16).

The GRUF loan is secured by bank guarantees. These bank guarantees are secured by way of a fixed charge on thefreehold land and a floating charge on fixed assets and all other assets of a subsidiary company, Prima PackagingSdn. Bhd.

20 DEFERRED TAXATION


At beginning of the financial year 3,375,100 4,164,900 2,990,000 3,797,000On acquisition of subsidiary companies 880,000 - - -Transfer to income statements (Note 6) (1,035,400) (789,800) (1,008,000) (807,000)

At end of the financial year 3,219,700 3,375,100 1,982,000 2,990,000

The deferred taxation balance is in respect of excess of capital allowances over depreciation.


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21 SHARE CAPITAL

Group and Company2000 1999

RM RM

Authorised:

100,000,000 ordinary shares of RM1.00 each 100,000,000 100,000,000

Issued and fully paid:

50,040,000 ordinary shares of RM1.00 each 50,040,000 50,040,000

22 UNAPPROPRIATED PROFITS

There are sufficient Malaysian tax credits and tax exempt amount available to frank all of the unappropriated profitsof the Company as at 30 June 2000 if paid out as dividends.

The Company has tax exempt income amounting to approximately RM4,350,000 (1999: RM1,900,000) to bedistributed as tax exempt dividends to the shareholders.

23 CASH AND CASH EQUIVALENTS


Short term deposits (Note 16) 26,149,526 38,048,110 15,628,393 31,169,327Deposits pledged as security (1,500,000) - - -Cash and bank balances 232,459 96,900 119,822 69,059Short term borrowings - bank overdrafts (Note 19) (42,401) - - -

24,839,584 38,145,010 15,748,215 31,238,386

24 COMMITMENTS

Group

2000 1999RM RM

Authorised and contracted:

(i) Commitment for balance of purchase consideration in respect of newsubsidiary acquired subsequent to the financial year end - 10,224,000

(ii) Commitments for payments of future billings in respect of long terminvestment properties acquired 2,707,613 2,707,613

(iii) Commitments for the purchase of fixed assets 331,000 -


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25 CONTINGENT LIABILITIES

Company2000 1999

RM RM

Corporate guarantee for bank facilities granted to subsidiary companies 18,500,000 3,000,000

26 SIGNIFICANT RELATED PARTY BALANCES AND TRANSACTIONS

Related parties and relationships

The related parties and their relationship with the Company are as follows:

Related parties Relationship

Pintaras Geotechnics Sdn. Bhd. Subsidiary companySystem Micro-Piling Sdn. Bhd. Subsidiary companyPintaras (East Malaysia) Sdn. Bhd. Subsidiary companyPintaras Megah Sdn. Bhd. Subsidiary companyReadycast Concrete Industries Sdn. Bhd. Subsidiary companyPintaras Piling Sdn. Bhd. Subsidiary companyPintaras Prima Sdn. Bhd. Subsidiary companyPrima Packaging Sdn. Bhd. Subsidiary companyPintaras Equipment Sdn. Bhd. Subsidiary companyPintaras Development Sdn. Bhd. Subsidiary companySMPP Development Sdn. Bhd. Subsidiary companySolidprop Sdn. Bhd. Subsidiary company

Significant related party transactions

During the financial year, the Company has engaged in the following significant related party transactions on termsagreed to and by the relevant parties as follows:

Company2000 1999RM RM

Rental of machinery received and receivable from:- subsidiary companies 1,834,433 2,367,500

Interest income received and receivable from:

- subsidiary company 243,789 -

Assets purchased from:- subsidiary company - 60,000

Assets sold to:- subsidiary company - 50,000

Related party balances

The related party balances which remain outstanding at the end of the financial year are disclosed in thebalance sheet.


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27 SEGMENTAL INFORMATION

The Group's operations are conducted within Malaysia:

Profit/(loss)before Assets

Turnover taxation employedRM RM RM

By industries:

2000

Piling, civil engineering and construction works 7,758,192 (2,003,390) 46,150,355Manufacturing 20,978,691 2,791,928 31,575,249Investment holding and property development 1,940,000 3,835,705 48,968,438

30,676,883 4,624,243 126,694,042

1999

Piling, civil engineering and construction works 22,563,566 6,367,557 55,901,107Investment holding and property development 380,000 (99,403) 61,750,390

22,943,566 6,268,154 117,651,497

28 ACQUISITION OF SUBSIDIARY COMPANIES

(a) Prima Packaging Sdn. Bhd. (Formerly known as Superior Metal Printing (M) Sdn. Bhd.)

On 23 September 1999, Pintaras Prima Sdn. Bhd., a wholly owned subsidiary of the Company, acquired87.2% equity interest in Prima Packaging Sdn. Bhd. comprising 7,412,000 ordinary shares of RM1 each. Thepurchase of the remaining 12.8% of Prima Packaging Sdn. Bhd. comprising 1,088,000 ordinary shares of RM1each was completed on 30 November 1999 making it a wholly owned subsidiary of the Group. The totalpurchase consideration amounted to RM12,336,618.

(b) SMPP Development Sdn. Bhd. (Formerly known as SMP Packaging (M) Sdn. Bhd.)

Prior to the acquisition of Prima Packaging Sdn. Bhd., SMPP Development Sdn. Bhd. was the wholly ownedsubsidiary of Prima Packaging Sdn. Bhd.. Subsequent to the acquisition, SMPP Development Sdn. Bhd. becamea wholly owned subsidiary of Pintaras Development Sdn. Bhd., a wholly owned subsidiary of the Company.


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We, Dr Chiu Hong Keong and Khoo Keow Pin, being two of the directors of Pintaras Jaya Berhad, state that, in theopinion of the directors, the accounts set out on pages 14 to 39 are drawn up so as to give a true and fair view of thestate of affairs of the Group and of the Company as at 30 June 2000 and of the results of the Group and of the Company

and cash flows of the Group for the financial year ended on that date in accordance with the applicable approvedaccounting standards in Malaysia and comply with the Companies Act, 1965.

On behalf of the Board

DR CHIU HONG KEONG KHOO KEOW PINDIRECTOR DIRECTOR


S TAT E M E N T B Y D I R E C T O R Spursuant to section 169(15) of the Companies Act, 1965

S T AT U T O R Y D E C L A R A T I O Npursuant to section 169(16) of the Companies Act, 1965

I, Khoo Yok Kee, the director primarily responsible for the financial management of Pintaras Jaya Berhad, dosolemnly and sincerely declare that the accounts set out on pages 14 to 39 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 theStatutory Declarations Act, 1960.

KHOO YOK KEE

Subscribed and solemnly declared by the abovenamed Khoo Yok Kee at Petaling Jaya in Malaysia on5 October 2000, before me.

CHIN THEN SHOONG @ CHUN TEN CHONGCOMMISSIONER FOR OATHSPetaling Jaya


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41

We have audited the accounts set out on pages 14 to 39. These accounts are the responsibility of the Company'sdirectors. Our responsibility is to express an opinion on these accounts based on our audit.

We conducted our audit in accordance with approved auditing standards in Malaysia. Those standards require that weplan and perform the audit to obtain reasonable assurance about whether the accounts are free of material misstatement.An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the accounts. Anaudit also includes assessing the accounting principles used and significant estimates made by directors, as well asevaluating the overall accounts presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the accounts have been prepared in accordance with the provisions of the Companies Act, 1965 and applicableapproved accounting standards in Malaysia so as to give a true and fair view of:

(i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the accounts; and

(ii) the state of affairs of the Group and of the Company as at 30 June 2000 and of the results and cash flows of theGroup and Company for the financial year ended on that date;

and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by thesubsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisionsof the Act.

We are satisfied that the accounts of the subsidiary companies that have been consolidated with the Company'saccounts are in form and content appropriate and proper for the purposes of the preparation of the consolidated

accounts and we have received satisfactory information and explanations required by us for those purposes.

The names of the subsidiary companies of which we have not acted as auditors are indicated in Note 10 on theaccounts. We have considered the accounts of the subsidiary and the auditors' reports thereon.

The audit reports on the accounts of the subsidiary companies were not subject to any qualification and did not includeany comment made under subsection (3) of Section 174 of the Act.

PRICEWATERHOUSECOOPERS(No. AF: 1146)

Public Accountants

GUMURI BIN HUSSAIN(No. 892/4/02 (J))Partner of the firm

Kuala Lumpur5 October 2000

R E P O R T O F T H E A U D I T O R Sto the members of Pintaras Jaya Berhad


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42

A n n u a l R e p o r t 2 0 0 0ANALYSIS OF SHAREHOLDINGS

As per Share Register on 22 September 2000

Class of Share : Ordinary Share of RM1.00 each

Voting rights : 1 vote per ordinary share

SUBSTANTIAL SHAREHOLDERS

The substantial shareholders according to the Companys Register of Substantial Shareholders as at22 September 2000 are as follows :-

Name of Shareholders No. of Shares %

1. Pintaras Bina Sdn Bhd 17,247,721 34.472. Dr Chiu Hong Keong 25,112,321 * 50.183. Permodalan Nasional Berhad 5,630,250 11.254. Khoo Keow Pin 5,826,783 11.645. Khoo Yok Kee 25,112,321 ** 50.186. Talasco Insurance Berhad 1,700,000 3.40

* Direct and deemed interest through his shareholding in Pintaras Bina Sdn Bhd and interest held by his spouse,Mdm KhooYok Kee in Pintaras Jaya Berhad

** Direct and deemed interest through her shareholding in Pintaras Bina Sdn Bhd and interest held by her spouse,Dr Chiu Hong Keong in Pintaras Jaya Berhad

ANALYSIS OF SHAREHOLDINGS BY SIZE

Size of Holdings No. of Shareholders % No. of Shares %

1 - 499 129 7.47 25,201 0.05500 - 5,000 1,253 72.55 2,621,520 5.245,001 - 10,000 169 9.79 1,300,158 2.6010,001 - 100,000 156 9.03 3,532,842 7.06100,001 - 1,000,000 14 0.81 4,290,925 8.57Above 1,000,000 6 0.35 38,269,354 76.48

1,727 100.00 50,040,000 100.00

a s a t 2 2 S e p t e m b e r 2 0 0 0


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PIN TARAS JAYA BERHAD

44

A n n u a l R e p o r t 2 0 0 0LI ST O F PRO PERTI ESas at 3 0 June 20 00

Net BookDescription / Age Of Land Area Value at

Location Tenure Existing Use Buildings (Sq. m.) 30.06.2000RM000

Lot 46, Seksyen U1 Freehold Office Warehouse 3 years 4,249 5,459Glenmarie Industrial EstateMukim of DamansaraDistrict of KlangSelangor Darul Ehsan

Lot 6100, Mukim of Kapar Freehold Industrial Land - 40,468 4,134District of Klang (Store andSelangor Darul Ehsan Casting Yard)

PT 12207, Unit No. A1.05.05 Freehold 3 Bedrooms 7 years 99 252Genting View Resort Apartment

Kempas ApartmentGenting HighlandsPahang Darul Makmur

No. 4, Jalan 7/155 Freehold 3-Storey 4 years 164 622Off Jalan 3A/155 Shop/OfficeBukit Jalil Integrated

Business ParkMukim Petaling58200 Kuala Lumpur

No. 2-2, Arab-Malaysian Leasehold Business Complex 2 years 105 192Business Centre (99 years) Shop/Office

Jalan Tuanku Munawir Expiring on70000 Seremban 7.4.2082Negeri Sembilan

H.S. (D) 48952, P.T. No. 5195 Leasehold Industrial Land - 30,513 10,460Mukim Petaling (99 years) (for futureDaerah Petaling Expiring on development)Negeri Selangor 11.12.2089

H.S. (D) 80039, P.T. No. 14351 Freehold Factory cum Office 8 years 19,983 11,917Mukim Damansara BuildingDaerah PetalingNegeri Selangor

H.S. (D) 248312, PTD 67291 Freehold Industrial Land - 2,461 451Mukim of Tebrau, Johor (for future

development)

H.S. (D) 248325, PTD 67304 Freehold Hawker Centre 2 years 1,355 291Mukim of Tebrau, Johor (vacant)

Unit No. MA104, Phase RP 16 Freehold 21/2 Storey Terrace - 146 353Bandar Puchong Jaya House (underPuchong, Selangor construction)


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46

A n n u a l R e p o r t 2 0 0 0

FUNCTIONS (CONTINUED)

b) to consider the nomination of a person or persons as external auditors, the audit fees and any questions of resignation

or dismissal.

c) to carry out any functions as may be agreed to by the Committee and the Board.

MEETINGS

The Committee will meet at least 4 times a year and such additional meetings as the Chairman shall decide in order tofulfill its duties. The external auditors may request a meeting if they consider that one is necessary.

The quorum for each meeting shall be two members.

The Finance Manager, or any other authorised Officers and a representative of the external auditors shall normallyattend meetings. Other Board members shall also have the right of attendance. If necessary, the Committee shall meetwith the external auditors without executive Board members present.

The Company Secretary shall be the Secretary of the Committee.

The Company Secretary shall be responsible, in conjunction with the Chairman, for drawing up the agenda and circulatingit to the Committee members prior each meeting. The Secretary will also be responsible for keeping the minutes of themeetings of the Committee, and circulating to the Committee members and to other members of the Board.


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PROXY FORM

I/We ........................................................................................... NRIC No ................................................................(Full Name In Capital Letters)

of ................................................................................................................................................................................(Address)

being a member/members of PINTARAS JAYA BERHAD hereby appoint ....................................................................

................................................................................................... NRIC No ...............................................................(Full Name In Capital Letters)

of ...............................................................................................................................................................................(Address)

or failing him/her, ........................................................................ NRIC No ...............................................................(Full Name In Capital Letters)

of ...............................................................................................................................................................................(Address)

as *my/our proxy to vote for *me/us on *my/our behalf at the Eleventh Annual General Meeting of Pintaras JayaBerhad to be held at Mauna Lani B, The Pan Pacific Glenmarie Resort, 1, Jalan Usahawan U1/8, Seksyen U1,40250 Shah Alam, Selangor Darul Ehsan on Tuesday, 21 November 2000 at 10:00 a.m. and at any adjournmentthereof.

The proportion of *my/our holding to be represented by *my/our proxies are as follows :-(The next paragraph should be completed only when two proxies are appointed)

*First Proxy (1) ..................................... %

*Second Proxy (2) ................................ %

NO RESOLUTIONS FOR AGAINST

1. To receive and consider the Audited Accounts for the year

ended 30 June 2000 together with the Reports of the

Directors and Auditors thereon.

2. To approve the declaration of a first and final dividend of

5% less tax for the year ended 30 June 2000.3. To approve the Directors fees for the financial year ended

30 June 2000.

4. To re-elect the following Directors :-

Under Article 79

(i) Mr Chang Cheng Wah

(ii) Mr Khoo Keow Pin

5. To re-appoint Messrs PricewaterhouseCoopers as Auditors

and to authorise the Directors to fix their remuneration.

6. Authority To Issue Shares.

(Please turn over)

(Incorporated in Malaysia)PINTARAS JAYA BERHAD(189900-H)

Number of shares held :


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A n n u a l R e p o r t 2 0 0 0

Please indicate with (X) how you wish your vote to be cast. If no specific direction as to voting is given, the proxywill vote or abstain at his/her discretion.

Dated this ............................................ day of .................................................................................. 2000

....................................................................Signature(s)/Common Seal of Shareholder(s)

(* Delete if not applicable)

Notes :-

(1) A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote in his stead.

(2) A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965shall not apply to the Company.

(3) To be valid this form duly completed must be deposited at the Registered Office, No. 8, Jalan Majistret U1/26,HICOM-Glenmarie Industrial Park, 40150 Shah Alam, Selangor Darul Ehsan not less than forty-eight (48) hours beforethe time for holding the meeting.

(4) A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting.

(5) Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies the proportion of hisholdings to be represented by each proxy.

(6) If the appointer is a corporation, this form must be executed under its common seal or under the hand of its attorney.


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