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CONTENTS
02 Corporate Vision, Mission, Objectives and Strategies 02 Principal Activities 03 Corporate Information 04 Corporate Structure 05 Calendar of Events 06 Profile of Directors 13 Management Discussion 15 Corporate Governance Statement 19 Audit Committee Report 22 Statement on Internal Control 23 Disclosure Requirements 24 Statement of Directors Responsibilities 25 Financial Statements 57 List of Property 58 Statistics of Shareholdings 60 Notice of Annual General Meeting 63 Proxy Form
CORPORATE MISSION
Provide shareholder value through the exploitation of the corporate asset in terms of revenue, earnings, cost reduction and time to market opportunities, and product innovation.
CORPORATE OBJECTIVES
Emerge as a premier international design house for rechargeable energy solutions. Develop an international distribution network. Build a strong internationally recognized brand.
CORPORATE STRATEGIES
Customer Of Choice Offer latest technology, excellent quality and cost effective to our innovative Battery Management System. Time To Market Improvement Continuously source for new component, technology and customer influences.
PRINCIPAL ACTIVITIES
ETI Tech Corporation Berhad (ETICB) is principally involved in investment holding and provision of management services. The subsidiaries of ETICB during the financial year ended 31 August 2008 (FY2008) were as follows:
Name ETI Tech (M) Sdn Bhd (ETI Tech) Date and Place of Incorporation 30 July 2002/ Malaysia 21 March 2005/ Malaysia 14 March 2006/ Malaysia Date of Acquisition N/A Effective Equity Interest 100% Principal activities R&D, design and marketing of Battery Management System for rechargeable energy storage solutions. Intended to carry out Battery packaging and products assembly. Intended to carry out investment holding and to carry out its international procurement / sourcing function for the Group.
Power Mac Sdn Bhd (A wholly owned subsidiary of ETI Tech) ETI Tech International Sdn Bhd
20 July 2006
100%
20 July 2006
100%
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CORPORATE INFORMATION
BOARD OF DIRECTORS Dato Ahmad Shukri Bin Tajuddin
Independent Non-Executive Chairman (Appointed w.e.f. 28 October 2008)
HEAD OFFICE ETI TECH R & D Centre Lot No.12 Industrial Zone Phase II, Kulim Hi-Tech Park, 09000 Kulim, Kedah Darul Aman, Malaysia. Tel : +60 (4) 403 1828 Fax : +60 (4) 403 6828 E-mail : info@etitech.com.my Website : www.etitech.com.my SHARE REGISTRAR Securities Services (Holdings) Sdn. Bhd. Level 7, Menara Milenium, Jalan Damanlela, Pusat Bandar Damansara, Damansara Heights, 50490 Kuala Lumpur Tel : 603 2084 9000 Fax : 603 2094 9940 AUDITORS Horwath Chartered Accountants Suites 701 & 702, 7th Floor No. 11, Lorong Kinta, 10400 Penang SOLICITOR Messrs. Zaid Ibrahim & Co PRINCIPAL BANKERS Malayan Banking Berhad SPONSOR OSK Investment Bank Berhad 20th Floor, Plaza OSK Jalan Ampang, 50450 Kuala Lumpur Tel : 603 2333 8333 Fax : 603 2175 3217 STOCK EXCHANGE LISTING MESDAQ Market of Bursa Malaysia Securities Berhad Stock Code : ETITECH (0118)
Managing Director
Anthony Power
Baqir Hussain Bin Hatim Ali Khoo Lay Tatt COMPANY SECRETARY How Wee Ling (MAICSA 7033850) REGISTERED OFFICE 57-1, Persiaran Bayan Indah Bayan Bay, Sungai Nibong 11900 Penang Tel : 604 642 9887 Fax : 604 645 6698
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CORPORATE STRUCTURE
as at 26 December 2008
04
CALENDAR OF EVENTS
Year
January 2008
Event
Participated in the 2008 International CES, Las Vegas, Sands Expo and Convention Centre
February 2008
ETI Tech had on 12 February 2008 entered into an Exclusive Agency Agreement with CFree Energy Sdn Bhd (formerly known as Enerfield Sdn Bhd) (CFree) for the purpose of granting to CFree the exclusive rights to market and sell the products using Electric Vehicle (EV) Battery System (EV Battery System) developed by ETI Tech for Electric Scooter, Electric and Hybrid car and Renewable Energy Battery Backup for EV (Solar, Wind, Mini-Hydro) and such other EV products as may be made available by ETI Tech from time to time.
Participated in the CeBIT Hannover 2008, Hannover Germany Dubai-based private investment fund Al Yousuf LLC acquired 15% stake in ETICB
Started producing portable mini-generators for Third World nations Listed in Forbes Asia's fourth annual Best Under A Billion ETI Tech had on 24 September 2008 entered into the undermentioned agreements:(i) a marketing agreement with TSH Corporation Limited (TSH) and CFree to appoint TSH as its marketing agent with the sole and exclusive right to market the Green Genset and ETI Battery for electric bicycles (the Products) worldwide. (ii) a manufacturing agreement with TSH and Unilink Development Limited (UDL) to grant its consent to TSH to engage the expertise of UDL to manufacture and supply the Products worldwide on a non-exclusive basis for sale by TSH
October 2008
Participated in the Gitex Technology Week, MSC Malaysia @ Gitex Dubai 2008, Gitex Exhibition Convention & Exhibition Centre (DICEC)
05
PROFILE OF DIRECTORS
Dato Ahmad Shukri Bin Tajuddin
Non-Independent Non-Executive Chairman
Malaysian, aged 49
Dato Ahmad Shukri was appointed to the Board on 28 October 2008. He holds a B.Sc. (Accountancy) from University of Missouri, Colombia, USA and was awarded a Master of Business Administration MBA from Greenwich University, Australia. He has over 24 years experience in various capacities in private as well as government sector and has an accumulated vast experience in property, construction, business and technology development. He was appointed to the Kulim Technology Park Corporations (KTPC) Board of Directors in 1996 and had served as Managing Director until 2000, when he was then appointed the Group Managing Director / Chief Executive Officer of KTPC Group of Companies untill September 2008. In 1991, he was one of the pioneering members in the joint feasibility study team working with the United Nations Industrial Development Organisation (UNIDO) and Japan International Cooperation Agency (JICA) for the establishment of Kulim HiTech Park. As a co-founder of KTPC, he was responsible for the overall implementation of the Kulim Hi-Tech Park (KHTP) development Master Plan. Together with his team of professionals at KTPC, he has built KHTP from the ground up into one of Asias best science and technological parks. As a premier technology park in Malaysia, KHTP was conferred a Cybercity Status in 2006. Besides traveling extensively worldwide and locally to market KHTP to high tech companies, he has also created upstream and downstream industrial/technological activities that are inter-complementary for the further development of KHTP. He enjoys strong rapport with all the multinational and local companies present in KHTP. He is a council member of Kulim Hi-Tech Park local authority, a Board member of MIGHT Technology Nurturing (MTN) Sdn Bhd and Board member of Universiti Malaysia Perlis (UniMEP). He also sit as a member in the Technical Committee to prepare and formulate the Malaysian Industrial Master Plan 3 (IMP3). Dato Ahmad Shukri is now a Technical Advisor and Head of Study Team to the Government of Zambia for the setting up of Industrial Park in Zambia. Dato Ahmad Shukri is a member of International Association Science Park, Asian Science Park Association and a life member of International Association of Business Leaders. Earlier, he had served in various capacities in Kedah State Development Corporation and Darulaman Realty Sdn Bhd, the latter of which he was involved in the planning and development of the then new 1200 acre Bandar Darulaman township in the 1986 1989. He has no family relationship with any other Directors and/or major shareholders of the Company.
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Managing Director
Malaysian, aged 45
Dennis Chuah
Malaysian, aged 36
Mr. Dennis Chuah is a promoter and substantial shareholder of ETICB and was appointed to the Board of ETICB on 1 August 2005. He is also a co-founder of ETI Tech. He finished his secondary education at Methodist Boys School, Penang in 1990. He then joined Tako Astatic Technology Sdn Bhd in 1992 as a sales executive in charge of sales of electrostatic discharge protective material for the semiconductor and electronics industries in Malaysia and Singapore. He left in 1996 to set up Zapstat Sdn Bhd, a manufacturer of electrostatic discharge packaging material, and was its Marketing Director until 2002. He helped to set up ETI Tech in 2003 and was appointed its Business Development Director in the same year. He is responsible for the overall business development and marketing functions of the Group. Mr. Dennis Chuah does not have any family relationship with any director and/or major shareholder of ETICB.
07
Malaysian, aged 52
En. Mansor was appointed to the Board of ETICB on 1 August 2005. He is also an Executive Director of ETI Tech. He graduated from California State University, USA in 1980 with a Bachelor of Arts degree (major in Physics and minor in Mathematics). He joined Intel Technology Sdn Bhd, which is involved in manufacturing of semiconductor products in 1984 as Reliability Engineer and remained with the company until 1993. He joined Qdos Flexcircuits Sdn Bhd in 1993 as Quality Engineering Manager, to set up and manage the Quality Assurance Department. He also sat on the Organisation Executive Committee which oversaw the companys policies and procedures. He served a short stint as Customer Quality Manager with Celestica (M) Sdn Bhd, a company involved in manufacturing of server boards in 1999 before moving on to Unico Technology Bhd, which is principally involved in manufacturing of mother boards in 2000 as its Quality Assurance Manager, responsible for the daily operation and function of the Quality Assurance Department. He helped to set up ETI Tech in 2002 and was appointed as Executive Director and is responsible for the Project Management Team and outsourcing divisions of the Group. En. Mansor does not have any family relationship with any director and/or major shareholder of ETICB.
En. Nordin was appointed to the Board of ETICB on 1 August 2005. He graduated from the University of Leeds, UK, in 1979 with a Bachelor of Science degree in Electrical and Electronic Engineering. He obtained a Master of Business Administration degree from the University of Hull, UK in 1993. He started his career in 1979 in Jabatan Telekom Malaysia as an Assistant Controller of Telecoms where he was involved in the operations and maintenance of telecommunication switches, subscriber network, equipment and apparatus. He then left in 1985 to join Ericsson Telecommunications Sdn Bhd as a Technical Manager in charge of technical and customer service operations for Private Automatic Branch eXchange (PABX) and public subscriber equipment. In 1990, he joined Perkom Sdn Bhd as an Engineering Manager where he was responsible for technical, maintenance and sales support operations for data and computer network equipment for the banking, telecommunication and airline industries. Subsequently, in 1992, he joined the Malaysian Technology Development Corporation Sdn Bhd where he was involved in the promoting and developing technology based industries, commercialisation of local R&D, technology acquisition and transfer, and venture capital funding. He held several senior managerial positions in the company and was its Senior General Manager when he resigned in 2001. En. Nordin does not have any family relationship with any director and/or major shareholder of ETICB.
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En. Baqir was appointed to the Board of ETICB on 1 August 2005. He graduated from Ungku Omar Polytechnic in 1986 with a Diploma in Accountancy. He began his career in 1986 with Hanafiah Raslan & Mohamad and he left the company as a Senior Manager in the Assurance and Business Advisory Division in 2002. He has amassed more than 20 years of experience in the field of accountancy including external and internal auditing, mergers and acquisitions, initial public offerings and tax consultancy. En. Baqir is a member of the Malaysian Institute of Accountants, Malaysian Institute of Certified Public Accountants and Malaysian Institute of Taxation. He is also an Approved Company Auditor and Tax Agent and is the founder and Managing Partner of Baqir Hussain & Co., a firm of chartered accountants. En. Baqir sits on the board of Dufu Technology Corp. Berhad, as Independent NonExecutive Director. En. Baqir does not have any family relationship with any director and/or major shareholder of ETICB.
Malaysian, aged 50
Mr. Khor was appointed to the Board of ETICB on 1 November 2007. He graduated from Loughborough University, UK, in 1980 with a Bachelor of Science (Honours) in Metallurgy and a Bachelor of Science (Honours) in Management. In addition, he won the James France Prize for best overall academic results and became a postgraduate research student at Rolls Royce Plc, UK. In 1982, he joined Rolls Royce Plc as a researcher. He involved in developing military aircraft materials and Formula 1 racing car engine alloys. Mr. Khor then joined National Semiconductor (M) Sdn Bhd, whose principal activity was testing and development of semiconductors, as a Chief Engineer and was involved in setting up manufacturing systems for International Business Machines printer production. He was promoted to R&D Manager of Micro Machining in 1986, where he was involved in integrated circuit test equipment design and stayed with the company until 1989 after which he joined Sony Corporation, Japan (Sony), as Chief Engineer to pioneer the setting up of the Sony factory in Prai, Penang. From 1989 to 1999, Mr. Khor had held various job positions in Sony such as Auto Insertion Group Head, Assistant General Manager, Engineering Group Head, Photonics & Optics Group Head and SMI Development Group member. He left Sony in 1999 to join Flex Plus Pte Ltd in Singapore, a company involved in Flexible Printed Circuit Board (FPC), as its Research Chief in FPC technology. Between 1999 and 2002, Mr. Khor helped build Qdos Holdings Sdn Bhds FPC plant in Penang, assisted KKKea Holdings Pte Ltd, a Singapore firm to begin liquid crystal display (LCD) manufacturing and listing on the Stock Exchange of Singapore Dealing and Automated Quotation System (SESDAQ) and assisted BTE Sdn Bhd, a company based in Perak, to manufacture torque rod bush for Mercedes trucks. In 2002, he ventured into private research involving interconnection (circuitry) technology, energy and photonics.
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Malaysian, aged 50
He was a consultant and Engineering Director for Flextronics Technology (Shah Alam) Sdn Bhd, a manufacturer and ODM company for mobile phone products which he was involved in the setting up of its handphone WCDMA (Wideband Code Division Multiple Access, a wireless technology of multiplexing, also called spread spectrum, in which analog signals are converted into digital form for transmission), CDMA2000 (a 3G transmission range CDMA), EDGE Enhanced (Data rates for GSM Evolution), 3G (third generation) Bluetooth industrialisation centre, electromagnetic interference (EMI) shield metallisation process, robotised paint coating process and super precision electrical injection moulding operation. He was also actively involved in the development of a small-sized thin film transistor (TFT) display manufacturing outfit. He joined ETI TECH as its Chief Technical Officer and is responsible for the full R&D operations of the Group. Mr. Khor is a member of the National Committee for Environmental Standards, based in Universiti Putra Malaysia and had represented Malaysia in the fifth (5th) sub-committee of the Industrial Standards Organisation global technical group (ISO TC207 SC5) to develop the ISO 14040, 14041, 14042 and 14043 standards in Life Cycle Assessment. He is also involved in Green Partnership (Sony) and ROHS (a European environmental directive on the restriction of use of certain hazardous substances in electronic and electrical equipment) initiatives since year 2003. He has no family relationship with any other Directors and/or major shareholders of the Company.
Mr. Khoo was appointed to the Board on 1 November 2007. He graduated from Tunku Abdul Rahman College with an ICSA professional degree and a Diploma in Commerce Business Management in 1996. Upon graduation, he started his career in May 1996 as Company Secretarial Officer in the Corporate & Legal Division of a commercial bank. He left the bank as an Executive cum Company Secretary of subsidiary companies of the bank in year 2000. He joined a Secretarial Services firm in Penang as the Assistant Manager and left the said firm in year 2005 as a Senior Manager. During his tenure, he was involved in numerous Initial Public Offerings (IPOs) and corporate exercises undertaken by listed companies. Currently, he is a Director of TMF Corporate Services Malaysia Sdn Bhd. He is a Chartered Secretary by profession and also a Certified Financial Planner (CFP) and a Certified Member of Financial Planning Association of Malaysia (FPAM). He is also an Associate of the Institute of Chartered Secretaries and Administrators (ICSA/MAICSA). He is the Company Secretary for a few public listed companies quoted on the Main Board, Second Board and MESDAQ Market of Bursa Malaysia Securities Berhad. Mr. Khoo sits on the board of Dufu Technology Corp. Berhad, a company listed on the Main Board of the Bursa Malaysia Securities Berhad as Non-Independent NonExecutive Director. He has no family relationship with any other Directors and/or major shareholders of the Company.
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American, aged 42
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Emirati, aged 51
ADDITIONAL INFORMATION ON DIRECTORS Material contracts involving Directors There were no material contracts involving Directors during the financial year. Convictions for offences (within past 10 years, other than traffic offences) None of Directors have any convictions for offences other than traffic offences. Securities held in the Company The details are disclosed in page 59 of this Annual Report.
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MANAGEMENT DISCUSSION On behalf of the Board of Directors of ETI Tech Corporation Berhad (ETICB), I have the pleasure of presenting to you the Annual Report of the Company for the financial year ended 31 August 2008.
The year 2008 came as a challenging year for ETICB across all sectors of markets internationally and domestically. It showed people have been very cautious on spending due to world economy uncertainties arising from increasing crude oil prices, subprime financial crisis and rising inflation. However, ETICB and its subsidiaries (The Group) have maintained a growth in revenue and also launched a new product called Green Genset. FINANCIAL RESULTS For the financial year ended 31 August 2008, the Group has achieved a revenue and profit before taxation of RM81.8 million and RM20.0 million respectively, which were attributed to the increase in demand from existing and new customers for its products, such as Series 4 Portable Power Pack, Personal Digital Assistant Batteries, Radio Control Batteries, Bluetooth Headset Batteries, Notebook Batteries and Nano mobile charger, and a new product called Green Genset, which was recently launched by the Group. RESEARCH & DEVELOPMENT In 2008, the Group has carried out its Research & Development (R&D) as planned and according to the market needs and shift in technologies. The total R&D expenses incurred by the Group during the financial year was approximately RM9.9 Million. During the FY2008, the Group focuses on the development of Smart Batteries for mobility and high energy applications. The development includes: (a) Increasing product applications Ongoing product development has focused on the enhancement of current product designs to increase feature offerings as well as to lower the production cost. In 2008, the Group also launched a new product called Green Genset, a battery-based power generator. (b) Increasing series/parallel combination Design architectures of modular series battery products capable of cascading up to Series 14 for solar cells, robotics and electric motorised applications such as electric bicycles, electric scooters, unmanned aerial vehicles and micro-mini electric vehicle, are at the final prototyping stage. All design issues related to design architectures and proof-of-concept have been resolved. The modular design approach will enable the battery configuration to be scalable and expandable beyond the Series 8 battery pack with minimal engineering efforts. The design will incorporate latest safety design concept of individual battery cells for hazard evasion prediction. (c) Collaborations with renowned universities and research institutes Testing is currently underway to determine the compliance of the battery system in accordance with the regulatory standards pertaining to batteries used in the Electric Vehicles. This is an R&D pre-emptive measure, to consider all regulatory aspects in its Electric Vehicle-related product designs. FUTURE PROSPECTS OF THE GROUP The recent turmoil surrounding the US economy continues to weigh down on Asia and the rest of the world. In view of this, the Group is undertaking more new business negotiations, upgrading its engineering capabilities and technical know-how as well as providing more enhanced and valueadded services to its customers. Despite the weak electronics sector, the worlds demand for energy grows, along with worries over depleting non-renewable energy sources and global warming. With this background, the Group, which provides innovative energy storage solutions for various product applications, foresees an increase in the demand for its products. On 24 September 2008, ETI Tech (M) Sdn Bhd (ETI Tech), a wholly-owned subsidiary of ETICB, had entered into a marketing agreement with TSH Corporation Limited (TSH) and CFree Energy Sdn Bhd (CFree) for the purpose of appointing TSH as its marketing agent with the sole and exclusive right to market the Green Genset and ETI Battery for electric bicycles (collectively the Products) worldwide (Marketing Agreement).
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14
15
All the Board Committees are assisted by the Company Secretary. 2.1 Audit Committee The terms of reference and the function of the Audit Committee are discussed in Pages 19 to 21 of this Annual Report.
16
The Exco has been formed to assist the Managing Director to manage ETICB Groups day-to-day operations. Its main function is to formulate operations plans and oversee the execution of these plans. The Exco meets regularly to discuss operational issues. 2.3 Remuneration Committee The Remuneration Committee (RC) currently comprises the following: Chairman Members : : Baqir Hussain Bin Hatim Ali (Independent Non-Executive Director) Nordin Bin Mohamad Desa (Independent Non-Executive Director) Lee Kah Kheng (Executive Director)
The RC consists mainly of Non-Executive Directors, the majority of whom are independent. The RC is responsible for recommending to the Board about the remuneration policy and the establishment of a formal and transparent methodology in determining the remuneration of, Executive Directors, Non-Executive Directors and Senior Management and to review changes to the policy and methodology as necessary. The RC also reviews the existing level of remuneration of Executive Directors and to recommend their remuneration to the Board based on the performance of the Company and on individual performances, to ensure their remuneration level commensurate with the scope of their responsibilities. The policy practiced on Directors remuneration by the RC is to provide the remuneration packages necessary to attract, retain and motivate Directors of the quality required to manage the business of the Group and to align the interest of the Directors with those of the shareholders. Details of Directors remunerations for the FY 2008 are as follows: Category Executive Directors Non-Executives Directors Total Fee RM46,000 RM116,000 RM162,000 Salaries RM658,000 RM658,000 Allowances RM3,000 RM17,000 RM20,000 EPF & SOCSO RM80,716 RM80,716 Total RM787,716 RM133,000 RM920,716
The number of Directors for each band of total remuneration received is as follows: Band Below RM50,000 RM50,001-RM100,000 RM100,001-RM150,000 RM150,001-RM200,000 RM200,001-RM250,000 RM250,001-RM300,000 2.4 Nomination Committee The Nomination Committee (NC) currently comprises the following: Chairman Member : : Baqir Hussain Bin Hatim Ali (Independent Non-Executive Director) Nordin Bin Mohamad Desa (Independent Non-Executive Director) Khoo Lay Tatt (Independent Non-Executive Director) (Appointed w.e.f. 26 December 2008) Executive Directors 1 2 1 Non-Executive Directors 6 -
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This statement was made in accordance with a resolution of the Board dated 26 December 2008.
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Membership The Committee shall be appointed by the Board from amongst its members and shall consist of not less than three members exclusively NonExecutive Directors of whom a majority shall be Independent Directors. The members of the Committee shall elect a Chairman from among their number who is Independent Director. No Chief Executive Officer and Alternate Director shall be appointed as a member of the Committee. If the number of members is reduced below three, due to whatsoever reasons, the Board shall within three months of that event, appoint such number of new members as may be required to make up the minimum number of three members.
3.
Meetings Meetings shall be at least four times a year. A quorum of two independent members shall constitute a valid meeting. The Internal Auditor or professional firm engaged to provide such services and senior management members shall be invited to attend meetings, as the Committee deems necessary. The external auditors or any member of the Committee may request a meeting as and when they deem necessary. A meeting with external auditors shall be held at least twice a year without the presence of executive Board members. The Company Secretary shall be the Secretary to the Committee.
4.
Authority The Committee is authorized by the Board to investigate any activity within its terms of reference and shall have the resources required to perform its duties. The Committee has full and unrestricted access to all information and documents relevant to its activities as well as to the internal and external auditors and employees of the Group. The Committee is authorized by the Board to obtain external legal, independent or other professional advice and be able to convene meetings with external parties whenever deemed necessary. It shall also have the power to establish Sub-Audit Committee(s) to carry out certain investigation on behalf of the Committee in such manner, as the Committee shall deemed fit and necessary.
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Reporting The Committee is authorized to regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceeding thereat, the keeping of minutes and the custody, production and inspection of such meetings. The Minutes of the meetings shall be concluded by the Secretary of the Committee to the Committee members and all the other Board members.
7.
Attendance at Meetings The information on the attendance of each member at the Committee meeting held during the financial year ended 31 August 2008 [FY 2008] is as follows:Member En. Nordin Bin Mohamad Desa En. Baqir Hussain Bin Hatim Ali Mr. Khoo Lay Tatt (Appointed w.e.f. 21 January 2008) Mr. Dennis Chuah (Resigned w.e.f. 21 January 2008) No. of Meeting Held 5 5 2 3 Attendance 5 5 2 3
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Internal Audit Function The Board has engaged an external professional firm to carry out the internal audit function of the Group. The Internal Auditors report directly to the Committee. The primary roles of the Internal Auditors are to assist the Committee on an ongoing basis to : review the risk management framework; evaluate the state of compliance with the Bursa Malaysia Securities Berhad Listing Requirements for MESDAQ Market, Malaysian Code on Corporate Governance and other statutory requirements; provide independent, systematic and objective evaluation on the state of internal control within the Group; review recurrent related party transaction; perform such other functions as requested by the Committee.
The costs incurred for the internal audit function for FY2008 was RM17,480. During the financial year, the internal auditors have assisted the Audit Committee to: plan and conduct the internal audit for FY 2009 review the state of corporate governance of the Group review and document the risk management framework of the Group review the state of internal control of various operating cycles within the Group
Information pertaining to the Companys internal controls is shown in the Statement on Internal Controls set out on page 22 of this Annual Report.
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The internal control system will continue to be reviewed, added on or updated in line with the changes in the operating environment. Conclusion The Board is of the view that there were no significant weaknesses in the systems of internal control of the Group that had a material impact on the operations of the Group for FY2008. The Board remains committed to a sound system of internal controls and to progressively enhance the system to support the Groups operations. This statement was made in accordance with a resolution of the Board dated 26 December 2008.
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DISCLOSURE REQUIREMENTS
Pursuant To The Listing Requirement Of Bursa Malaysia Securities Berhad For The MESDAQ Market
Utilisation of Proceeds During the financial year, there were no proceeds raised by the Company from any corporate proposal. Share Buybacks During the financial year, there were no share buyback by the Company. Options, Warrants or Convertible Securities No options, warrants or convertibles securities were issued by the Company during the financial year. American Depository Receipt (ADR) or Global Depository Receipt (GDR) Programme During the financial year, the Company did not sponsor any such programme. Imposition of Sanctions and/or Penalties There were no material sanction and/or penalties imposed on the Company and its subsidiary companies, Directors or management by the regulatory bodies. As at that date of the Report, the Board is aware that ETICB has yet to comply with the required shareholding spread pursuant to Rule 8.15(1) of the MMLR. Non-Audit Fees The amount of non-audit fees paid or payable to the external auditors by the Group during the financial year was RM20,000. Profit Forecast and Unaudited Results Deviation There was no profit forecast issued by the Group during the financial year. The audited consolidated results during the financial year of the Group did not deviate by more than 10% of the unaudited consolidated results of the Group as announced via the BURSALINK on www.bursamalaysia.com on 24 October 2008. Profit Guarantee There was no profit guarantee issued by the Group during the financial year. Recurrent Related Party Transactions of a Revenue or Trading Nature The Company does not have any recurrent related party transactions of a revenue or trading nature during the financial year. Revaluation Policy The policy on revaluation of properties is as disclosed in the financial statements. Material Contract There were no material contracts entered into by the Company and its subsidiaries involving Directors and substantial shareholders interests either still subsisting as at 31 August 2008 or entered into since the end of the previous financial year. Corporate Social Responsibility (CSR) Statement The Group is driven by the belief that in pursuit of any business objective, it needs to strike a balance between profitability and contributions to the social and environmental responsibilities. With such belief, the Group is committed and uses its best endeavour, on ongoing basis, to integrate CSR practices into its day-to-day business operations i.e. constantly reviewing the staff benefits to enhance the quality of life of its employees and adopting eco-friendly practices such as minimizing the use of hazardous compound in its manufacturing process to protect the environment.
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The Directors are responsible for ensuring that the Company maintains proper accounting records which disclose with reasonable accuracy the financial position of the Group and the Company, and which enable them to ensure that the financial statements comply with the Companies Act, 1965. The Directors have general responsibility for taking such steps that are reasonably available to them to safeguard the assets of the Group and the Company, and to prevent and detect fraud and other irregularities.
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FINANCIAL STATEMENTS
26 Directors Report 29 Statement by Directors 29 Statutory Declaration 30 Independent Auditors Report 31 Consolidated Balance Sheet 32 Consolidated Income Statement 33 Consolidated Statement of Changes in Equity 34 Consolidated Cash Flow Statement 35 Balance Sheet 36 Income Statement 37 Statement of Changes in Equity 38 Cash Flow Statement 39 Notes to the Financial Statements
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DIRECTORS REPORT
The directors hereby submit their report and the audited financial statements of the Group and the Company for the financial year ended 31 August 2008. PRINCIPAL ACTIVITIES The Company is principally engaged in investment holding and providing management services. The principal activities of its subsidiaries are disclosed in Note 7 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. RESULTS The Group RM Net profit/(loss) for the financial year DIVIDENDS No dividends were proposed, declared or paid by the Company since the end of the previous financial year. RESERVES AND PROVISIONS There were no material transfers to or from reserves or provisions during the financial year. ISSUE OF SHARES OR DEBENTURES There was no issue of shares or debentures by the Company during the financial year. OPTIONS GRANTED OVER UNISSUED SHARES No share options were granted by the Company during the financial year. BAD AND DOUBTFUL DEBTS Before the financial statements of the Group and the Company were made out, the directors took reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that there were no known bad debts and that adequate allowance had been made for doubtful debts. At the date of this report, the directors are not aware of any circumstances which would require the writing off of bad debts or render the amount of the allowance made for doubtful debts inadequate to any substantial extent. CURRENT ASSETS Before the financial statements of the Group and the Company were made out, the directors took reasonable steps to ascertain whether any current assets which would be unlikely to realise their book values in the ordinary course of business have been written down to their estimated realisable values. At the date of this report, the directors are not aware of any circumstances that would render the values attributed to the current assets in the financial statements of the Group and the Company misleading. VALUATION METHOD At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the existing methods of valuation of assets or liabilities of the Group and the Company misleading or inappropriate. 20,062,774 The Company RM (339,134)
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No contingent liability or other liability of the Group or the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and the Company to meet their obligations as and when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances, not otherwise dealt with in this report or in the financial statements of the Group and the Company that would render any amount stated in the respective financial statements misleading. ITEMS OF AN UNUSUAL NATURE The results of the operations of the Group and the Company for the financial year were not, in the opinion of the directors, substantially affected by any item, transaction or event of a material and unusual nature. 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, in the opinion of the directors, to affect substantially the results of the operations of the Group or the Company for the financial year in which this report is made. DIRECTORS OF THE COMPANY The directors who served since the date of the last report are:Lee Kah Kheng Dennis Chuah Mansor Bin Padzin Nordin Bin Mohamad Desa Baqir Hussain Bin Hatim Ali Khor Yee Kwang Khoo Lay Tatt Anthony Power Iqbal Yousuf Habib Al Yousuf Dato Ahmad Shukri Bin Tajuddin Dato Chng Kong San Ahmad Bin Darus
(appointed on 4 January 2008) (appointed on 28 April 2008) (appointed on 28 October 2008) (resigned on 15 July 2008) (retired on 28 February 2008)
Particulars of the interests in shares in the Company of the directors in office at the end of the financial year, as shown in the Register of Directors Shareholdings, are as follows:Number of Ordinary Shares of RM0.10 each Direct Interest At Bought Sold 31.8.2008 7,450,000 11,897,200 0 0 200,000 (13,846,200) (11,346,200) 0 0 0 42,611,174 40,898,374 1,616,950 2,380,224 300,000 Deemed Interest At At 31.8.2008 1.9.2007 *1,312,090 0 **3,900,000 0 0
Name of Director Lee Kah Kheng Dennis Chuah Mansor Bin Padzin Khor Yee Kwang Khoo Lay Tatt ^ * ** Date of appointment
*1,312,090 0 **3,900,000 0 0
Deemed interest by virtue of shares held by spouse Deemed interest by virtue of Section 6A(4) of the Companies Act 1965
27
Dennis Chuah
28
STATEMENT BY DIRECTORS
We, Lee Kah Kheng and Dennis Chuah, being two of the directors of ETI Tech Corporation Berhad, do hereby state that in the opinion of the directors, the financial statements set out on pages 31 to 56 have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and the Company as at 31 August 2008 and of their financial performance and cash flows for the financial year ended on that date.
Dennis Chuah
STATUTORY DECLARATION
I, Lee Kah Kheng, being the director primarily responsible for the financial management of ETI Tech Corporation Berhad, do solemnly and sincerely declare that the financial statements set out on pages 31 to 56 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act 1960. Subscribed and solemnly declared by Lee Kah Kheng at Georgetown in the State of Penang on this 26 December 2008
29
We have audited the financial statements of ETI Tech Corporation Berhad (the Company) and its subsidiaries (the Group) set out on pages 31 to 56, which comprise the balance sheets as at 31 August 2008, and the income statements, statements of changes in equity and cash flow statements for the financial year then ended, and a summary of significant accounting policies and other explanatory notes. Directors Responsibility for the Financial Statements The directors of the Company are responsible for the preparation and fair presentation of these financial statements in accordance with Financial Reporting Standards and the Companies Act 1965 in Malaysia (the Act). This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances. Auditors Responsibility Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Companys preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Companys internal control. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Act so as to give a true and fair view of the financial position of the Group and the Company as at 31 August 2008 and of their financial performance and cash flows for the financial year then ended. Other Matters The financial statements for the preceding financial year were audited by another firm of auditors whose report dated 27 December 2007 expressed an unqualified opinion on those statements. Report on Other Legal and Regulatory Requirements In accordance with the requirements of the Act, we also report the following:(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
(b) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. (c) The auditors reports on the financial statements of the subsidiaries did not contain any qualification or any adverse comment made under Section 174(3) of the Act.
Other Matters This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Act and for no other purpose. We do not assume responsibility to any other person for the content of this report.
30
Note NON-CURRENT ASSETS Property, plant and equipment Prepaid lease payments Development expenditure CURRENT ASSETS Inventories Trade receivables Other receivables, deposits and prepayments Cash and cash equivalents CURRENT LIABILITIES Trade payables Other payables and accruals Amounts owing to directors Hire purchase payable Bank borrowings - secured NET CURRENT ASSETS NON-CURRENT LIABILITIES Hire purchase payable Term loans - secured Deferred tax liabilities NET ASSETS FINANCED BY:Share capital Retained profits SHAREHOLDERS' EQUITY 18 14 16 17
2008 RM
2007 RM (Restated) 10,169,009 1,259,396 7,992,841 19,421,246 4,253,586 33,501,128 1,523,878 4,402,943 43,681,535 2,550,895 802,063 74,352 40,008 4,641,328 8,108,646 35,572,889 53,304 3,733,169 258,031 4,044,504 50,949,631 22,692,400 28,257,231 50,949,631
4 5 6
12,591,196 1,237,616 16,817,133 30,645,945 6,368,428 38,540,783 1,852,124 5,716,063 52,477,398 3,300,505 805,542 40,889 38,429 4,179,900 8,365,265 44,112,133 14,875 3,558,798 172,000 3,745,673 71,012,405 22,692,400 48,320,005 71,012,405
8 9 10 11
12 13 14 15
31
Note Revenue Cost of sales Gross profit Other income Administrative and general expenses Selling and distribution expenses Finance costs Profit before tax Tax income Net profit for the year Earnings per share (sen) - Basic - Diluted 23 20 22 19
2008 RM 81,774,278 (56,134,264) 25,640,014 42,997 (4,685,846) (577,266) (443,156) 19,976,743 86,031 20,062,774
2007 RM 76,836,410 (53,625,487) 23,210,923 65,010 (2,601,058) (785,778) (232,864) 19,656,233 0 19,656,233
8.84 8.84
8.66 8.66
32
33
CASH FLOWS FROM OPERATING ACTIVITIES Profit before tax Adjustments for:Allowance for doubtful debts Amortisation of development expenditure Amortisation of prepaid lease payments Depreciation of property, plant and equipment Development expenditure written-off Interest expense Interest income Property, plant and equipment written-off Operating profit before working capital changes (Increase)/Decrease in inventories Increase in trade and other receivables Increase/(Decrease) in trade and other payables (Decrease)/Increase in amounts owing to directors Net cash from/(used in) operating activities CASH FLOWS FROM INVESTING ACTIVITIES Interest received Proceeds from disposal of property, plant and equipment Additions to development expenditure Purchase of property, plant and equipment Net cash used in investing activities CASH FLOWS FROM FINANCING ACTIVITIES (Decrease)/Increase in short-term bank borrowings (net) Interest paid Repayment of hire purchase obligations Repayment of term loans Short-term deposits held as security Term loans raised Net cash (used in)/from financing activities Net increase in cash and cash equivalents Cash and cash equivalents brought forward Cash and cash equivalents carried forward
Note
2007 RM 19,656,233 0 290,311 21,781 1,121,723 398,727 232,864 (10,161) 59,686 21,771,164 1,747,866 (22,967,495) (1,396,675) 59,893 (785,247) 10,161 0 (1,754,484) (2,748,028) (4,492,351) 3,227,162 (232,864) (40,008) (99,713) (100,000) 4,100,000 6,854,577 1,576,979 2,125,964 3,702,943
34
BALANCE SHEET
AS AT 31 AUGUST 2008
2008 RM
Note NON-CURRENT ASSETS Investment in subsidiaries CURRENT ASSETS Amounts owing by subsidiaries CURRENT LIABILITIES Non-trade payables and accruals NET CURRENT ASSETS NET ASSETS FINANCED BY:Share capital Retained profits SHAREHOLDERS' EQUITY 18
2007 RM
7 7
9,168,998 14,129,047 14,129,047 83,068 83,068 14,045,979 23,214,977 22,692,400 522,577 23,214,977
9,168,998 14,591,941 14,591,941 206,828 206,828 14,385,113 23,554,111 22,692,400 861,711 23,554,111
35
INCOME STATEMENT
Note Revenue Administrative and general expenses (Loss)/Profit before tax Tax income Net (loss)/profit for the year 20 22 19
36
Non-distributable Share capital RM Balance at 1 September 2006 Net profit for the year Bonus issue Balance at 31 August 2007 Net loss for the year Balance at 31 August 2008 11,346,200 0 11,346,200 22,692,400 0 22,692,400 Share premium RM 9,727,075 0 (9,727,075) 0 0 0
Distributable Retained profits RM (256,413) 2,737,249 (1,619,125) 861,711 (339,134) 522,577 Total RM 20,816,862 2,737,249 0 23,554,111 (339,134) 23,214,977
37
2008 RM CASH FLOWS FROM OPERATING ACTIVITIES (Loss)/Profit before tax Adjustment for:Dividend income Operating loss before working capital changes Decrease in amounts owing by subsidiaries (Decrease)/Increase in non-trade payables Net cash from/(used in) operating activities Net increase/(decrease) in cash and cash equivalents Cash and cash equivalents brought forward Cash and cash equivalents carried forward (339,134) 0 (339,134) 462,894 (123,760) 0 0 0 0
38
Standard FRS 107 FRS 112 FRS 117 FRS 118 FRS 120 FRS 124 FRS 134 FRS 137
The adoption of these revised FRSs did not result in any significant changes in the accounting policies of the Group and the Company except as disclosed in Note 2.5 below. The Group and the Company have not applied FRS 139 Financial Instruments: Recognition and Measurement which has been issued by the Malaysian Accounting Standards Board and will be effective for financial periods beginning on or after 1 January 2010. By virtue of the exemption given by FRS 139, the impacts on the financial statements upon initial application of this FRS are not disclosed. 2.2 Basis of Consolidation A subsidiary is an entity that is controlled by the Group. Control is the power to govern the financial and operating policies of the entity so as to obtain benefits from its activities. The consolidated financial statements incorporate the financial statements of the Company and its subsidiaries made up to the end of the financial year using the purchase method. The results of the subsidiary acquired or disposed of during the financial year are included in the consolidated financial statements from the date of acquisition or up to the date of disposal. Intragroup balances, transactions, income and expenses are eliminated in full on consolidation.
39
The residual value, useful life and depreciation method of an asset are reviewed at least at each balance sheet date and any changes in expectations from previous estimates are accounted for prospectively as changes in accounting estimates. 2.5 Prepaid Lease Payments FRS 117 Leases requires an entity to treat a lease of land as an operating lease with its upfront payments being classified as prepaid lease payments and amortised on a straight-line basis over the lease terms of 60 years. In accordance with the transitional provisions of FRS 117, the reclassification of leasehold land from property, plant and equipment to prepaid lease payments has been accounted for retrospectively. The effects of adopting FRS 117 together with the related restatements of comparative information are disclosed in Notes 4, 5 and 30 to the financial statements.
40
41
42
43
44
Building RM
Computers RM
Motor vehicles RM
Total RM
244,501 0 244,501 175,189 (51,704) 367,986 367,986 0 367,986 59,812 (1,300) 426,498
11,332,423 (1,304,985) 10,027,438 2,748,028 (60,904) 12,714,562 14,019,547 (1,304,985) 12,714,562 4,617,679 (381,550) 16,950,691
35,880 0 35,880 90,414 0 126,294 126,294 0 126,294 90,667 0 216,961 4,359,718 4,407,031 4,316,364
725,948 0 725,948 1,332,555 0 2,058,503 2,058,503 0 2,058,503 1,824,660 (354,900) 3,528,263 4,105,692 5,139,071 7,807,979
20,827 0 20,827 76,869 0 97,696 97,696 0 97,696 81,111 0 178,807 317,446 300,555 231,997
50,123 0 50,123 111,596 (1,218) 160,501 160,501 0 160,501 119,939 (722) 279,718 194,378 207,485 146,780
53,331 0 53,331 49,228 0 102,559 102,559 0 102,559 53,187 0 155,746 164,095 114,867 88,076
909,917 (23,808) 886,109 1,660,662 (1,218) 2,545,553 2,591,142 (45,589) 2,545,553 2,169,564 (355,622) 4,359,495 9,141,329 10,169,009 12,591,196
A motor vehicle with carrying amount of RM65,638 (2007 : RM114,867) was acquired under hire purchase agreement and held in trust for a subsidiary by a director. The building has been pledged to a bank for banking facilities granted to the Group.
45
0 23,808 23,808 21,781 45,589 0 45,589 45,589 21,780 67,369 1,281,177 1,259,396 1,237,616
46
Included in additions to development expenditure during the year are depreciation of property, plant and equipment and employee benefits expense as follows:2008 RM Depreciation of property, plant and equipment Short-term employee benefits Defined contribution plans 690,529 835,424 59,156 1,585,109 2007 RM 538,939 0 0 538,939
7.
INVESTMENTS IN SUBSIDIARIES The Company 2008 RM Unquoted shares, at cost The details of the subsidiaries are as follows:Country of Incorporation Malaysia Ownership Interest Held 2007 2008 100% 100% 9,168,998 2007 RM 9,168,998
Principal Activity Research and development, design and marketing of Battery Management System for rechargeable energy storage solutions Dormant
ETI Tech International Sdn. Bhd. Subsidiary of ETI Tech (M) Sdn Bhd Power Mac Sdn. Bhd. Subsidiary of ETI Tech International Sdn Bhd Blithe Forest Limited * * Not audited by Horwath
Malaysia
100%
100%
Malaysia
100%
100%
Dormant
Hong Kong
0%
100%
Dormant
In October 2007, the Group disposed of 100% of its equity interest in Blithe Forest Limited for HKD10,000 (equivalent to RM4,741).
47
7.
INVESTMENTS IN SUBSIDIARIES (contd) The Company The amounts owing by subsidiaries are unsecured, non-interest bearing and have no fixed terms of repayment.
8.
INVENTORIES The Group 2008 RM Raw materials Work-in-progress Finished goods 2,976,234 244,690 3,147,504 6,368,428 2007 RM 3,852,627 308,865 92,094 4,253,586
9.
TRADE RECEIVABLES The Group 2008 RM Gross receivables Allowance for doubtful debts The currency exposure profile of trade receivables is as follows:2008 RM United States Dollar Ringgit Malaysia United Arab Emirates Dirhams The credit terms of trade receivables range from 30 to 90 (2007 : 30 to 90) days. 25,840,516 12,700,267 0 38,540,783 2007 RM 25,506,196 7,987,932 7,000 33,501,128 38,642,873 (102,090) 38,540,783 2007 RM 33,501,128 0 33,501,128
10.
OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS The Group Included herein are advance payments to suppliers totalling RM606,984 (2007 : 496,725). The currency exposure profile of other receivables, deposits and prepayments is as follows:2008 RM Ringgit Malaysia US Dollar 910,198 941,926 1,852,124 2007 RM 577,579 946,299 1,523,878
48
11. CASH AND CASH EQUIVALENTS The Group 2008 RM Cash and bank balances Short-term deposits with a licensed bank The effective interest rates of short-term deposits is 3.7% (2007 : 3.7%) per annum. The currency exposure profile of cash and cash equivalents is as follows:2008 RM Ringgit Malaysia United States Dollar Hong Kong Dollar Others 4,943,310 730,427 0 42,326 5,716,063 2007 RM 3,993,695 404,507 4,741 0 4,402,943 5,016,063 700,000 5,716,063 2007 RM 3,702,943 700,000 4,402,943
The short-term deposits have been pledged to a bank for banking facilities granted to the Group and hence, are not freely available for use.
12. TRADE PAYABLES The Group The currency exposure profile of trade payables is as follows:2008 RM United States Dollar Ringgit Malaysia The credit terms of trade payables range from 30 to 60 (2007 : 30 to 60) days. 2,602,885 697,620 3,300,505 2007 RM 2,169,431 381,464 2,550,895
13. AMOUNTS OWING TO DIRECTORS The amounts owing to directors are unsecured, non-interest bearing and have no fixed terms of repayment.
49
Bank borrowings are secured against the leasehold land, building and short-term deposits of the Group as mentioned in Notes 4, 5 and 11 to the financial statements. The effective interest rates of banker acceptances and trust receipts range from 3.65% to 3.97% (2007 : 3.60% to 5.00%) per annum.
16. TERM LOANS - SECURED The Group 2008 RM Term loans Current portion (Note 15) Non-current portion Repayment analysis is as follows:- not later than one year - later than one year and not later than five years - later than five years 3,766,698 (207,900) 3,558,798 207,900 753,094 2,805,704 3,766,698 2007 RM 4,000,287 (267,118) 3,733,169 267,118 765,972 2,967,197 4,000,287
Term loans are secured against the leasehold land, building and short-term deposits of the Group as mentioned in Notes 4, 5 and 11 to the financial statements. The loans are repayable over 15 years commencing March 2007. The effective interest rate range from 3.88% to 5.00% (2007 : 3.88%) per annum.
50
The deferred tax liabilities are in respect of the taxable temporary differences between the carrying amount and tax base of building. 18. SHARE CAPITAL No. of shares 2008 RM No. of shares 2007 RM
Ordinary shares of RM0.10 each Authorised:At 1 September Increased during the year At 31 August Issued and fully paid-up:At 1 September Issued during the year Bonus issue At 31 August
500,000,000 0 500,000,000
50,000,000 0 50,000,000
226,924,000 0 226,924,000
22,692,400 0 22,692,400
19. REVENUE The Group 2008 RM Income from sale of goods Gross dividends from subsidiary 81,774,278 0 81,774,278 2007 RM 76,836,410 0 76,836,410 The Company 2008 RM 0 0 0 2007 RM
0 3,200,000 3,200,000
51
* The directors remuneration represents the entire key management personnel compensation of the Group and of the Company as there were no other key management personnel apart from all the directors who have the authority and responsibility, directly or indirectly, for planning, directing and controlling the activities of the Group and of the Company. 21. EMPLOYEE BENEFITS EXPENSE The Group 2008 RM Short-term employee benefits Defined contribution plans 2,803,998 249,086 3,053,084 2007 RM 2,249,925 205,025 2,454,950 The Company 2008 RM 182,000 0 182,000 2007 RM 136,000 0 136,000
52
The numerical reconciliation between the applicable tax rate, which is the statutory income tax rate, and the average effective tax rate on results for the year is as follows:The Group 2008 % Applicable tax rate Non-deductible expenses Non-taxable income Pioneer income exempted Effect of lower tax rate Average effective tax rate 26.00 1.05 0.00 (26.07) (0.96) 0.02 The Company 2008 % 26.00 0.00 0.00 0.00 0.00 26.00
Pursuant to the Finance Act 2007 (Act 683) gazetted on 28 December 2007, the statutory income tax rate has been reduced from 27% to 26% for the financial year under review. As at 31 August 2008, the Company has sufficient tax exempt accounts to distribute its retained profits in full if paid out as dividends. A subsidiary, ETI Tech (M) Sdn. Bhd. has been granted Multimedia Super Corridor (MSC) status by Multimedia Development Corporation Sdn. Bhd. for the development and commercialisation of the Polymer Lithium Ion (PLI) Battery Series 1, 2, 3, 4, 6 and 8, 14S EV battery packs, MCU based PCMs, Green Genset, Mobile charger with added features and High Power Battery Bank (Pioneer Products). By virtue of its MSC status, the subsidiary has been granted pioneer status by the Ministry of International Trade and Industry Malaysia. Under this incentive, 100% of the subsidiarys statutory income from the Pioneer Products is exempted from income tax for a period of 5 years (extendable for further 5 years) commencing 15 July 2003. During the financial year, the subsidiary has successfully obtained the extension of five years pioneer status until 14 July 2013. 23. EARNINGS PER SHARE The Group The basic earnings per share is calculated by dividing the Groups net profit for the financial year attributable to shareholders of the Company by the weighted average number of ordinary shares in issue during the financial year as follows:2008 RM Net profit attributable to shareholders of the Company (RM) Weighted average number of shares in issue Basic earnings per share (sen) 20,062,774 226,924,000 8.84 2007 RM 19,656,233 226,924,000 8.66
The diluted earnings per share equals the basic earnings per share as the Company did not have any dilutive potential ordinary shares during the financial year.
53
25. RELATED PARTY DISCLOSURES Other than the directors remuneration as disclosed in Note 20 to the financial statements, significant transactions with related parties during the financial year are as follows:The Group 2008 RM Dividends declared from subsidiary 26. SEGMENT REPORTING The Group Segment information is presented in respect of the Groups business and geographical segments. The primary format, business segments, is based on the Groups management and internal reporting structure. Segment revenue, results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise interest-earning assets, interest-bearing liabilities, income tax assets and liabilities and their related income and expenses. Segment capital expenditure is the total cost incurred during the period to acquire segment assets that are expected to be used for more than one period. Business Segments The Group is principally engaged in the research and development, design and marketing of Battery Management System for rechargeable energy storage solutions. Business segment information has not been prepared as the Groups revenue, operating results, assets, liabilities, capital expenditure, depreciation and other non-cash expenses are mainly confined to one business segment. 0 The Company 2008 RM 0
2007 RM 0
2007 RM
3,200,000
54
27. CONTINGENT LIABILITIES - UNSECURED The Company The Company has issued corporate guarantees to financial institutions for credit facilities granted to certain subsidiaries up to a total limit of approximately RM12,513,000 (2007 : RM12,513,000) of which approximately RM7,739,000 (2007 : RM8,374,000) has been utilised as at the balance sheet date. 28. FINANCIAL INSTRUMENTS Recognised Financial Instruments The information about the extent and nature of significant recognised financial instruments is disclosed in the individual notes associated with each item. Unrecognised Financial Instruments The Group and the Company do not have any unrecognised financial instruments other than as disclose in Note 27. Fair Values The carrying amounts of financial assets and liabilities (including non-trade amounts owing by subsidiaries with no fixed terms of repayments and are deemed to be repayable on demand) of the Group and the Company as at 31 August 2008 and 2007 except for the term loans as follows:The Company 2008 RM Carrying amount (Note 16) Estimated fair value 3,766,698 3,575,339
2007 RM
4,000,287 3,678,778
55
Interest Rate Risk The Groups exposure to interest rate risk arises mainly from borrowings. The Group manages its exposure to interest rate risk by seeking to obtain the most favourable interest rates available without increasing its other financial risk exposures. Credit Risk The Groups exposure to credit risk arises mainly from receivables. The maximum credit risk exposure is best represented by the total carrying amount of these financial assets in the balance sheet. An approximately 90% of the trade receivables of the Group as at the balance sheet date were due from four major customers. Whilst ensuring that these four major customers are of good credit standing and that the credit granted is cautiously reviewed on a regular basis, the directors consider that such major concentration of credit risk is vital in achieving the Groups business objectives. Liquidity Risk The Group practises prudent liquidity risk management to minimise the mismatch of financial assets and liabilities and aims to maintain sufficient liquidity and cash flows at all times. 30. COMPARATIVE FIGURES As detailed in Notes 2.5, 4 and 5 to the financial statements, the following comparative figures as at 31 August 2007 have been restated following the adoption of FRS 117 Leases:Effect of adopting FRS 117 RM (1,259,396) 1,259,396
As previously reported RM Property, plant and equipment Prepaid lease payments 11,428,405 0
56
LIST OF PROPERTY
Save as disclosed below, whereby ETICB is the lease owner, the ETICB Group does not own any landed property as at the date of this Annual Report:-
No 1.
Name of Registered Owner / Postal Address / Title Identification Perbadanan Kemajuan Negeri Kedah Lease of part of H.S.(D) 1708 P.T. No. 1950, Mukim Padang China, Daerah Kulim, Kedah Darul Aman situated at Lot No. 12, Industrial Zone Phase II, Kulim High Tech Park, Kedah Darul Aman Bearing Postal Address Lot No.12 Industrial Zone Phase II, Kulim Hi-Tech Park, 09000 Kulim, Kedah Darul Aman, Malaysia.
Approx Age of Building / Tenure / Date of Expiry of Lease Leasehold of sixty (60) years expiring on 25 December 2064
Description / Existing Use A factory and office block which houses its design and R&D centre
b) 29,833 m 39,950 m
b) N/A*
The ETICB Group has yet to execute the lease for the remaining portion of the land measuring 29,833 m
57
STATISTICS OF SHAREHOLDINGS
SHARE CAPITAL AS AT 26 DECEMBER 2008 Authorized Capital Issued and Paid-up Capital Class of Shares Voting Rights : : : : RM50,000,000.00 RM22,692,400.00 Ordinary Shares of RM0.10 each One voting right for one ordinary share
DISTRIBUTION OF SHAREHOLDERS AS AT 26 DECEMBER 2008 Size of Holdings Less Than 100 100 1,000 1,001 to 10,000 10,001 100,000 100,001 11,346,199 11,346,200 and above Total No. of Holders 4 762 90 90 76 5 1,027 % 0.39 74.20 8.76 8.76 7.40 0.49 100.00 No. of Shares 200 94,590 415,900 4,178,372 73,515,646 148,719,292 226,924,000 % 0.00 0.04 0.18 1.84 32.40 65.54 100.00
THIRTY (30) LARGEST SECURITIES HOLDERS AS AT 26 DECEMBER 2008 No. 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 Name OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Lee Kah Kheng Al Yousuf L.L.C. Emirates Investment & Development Co OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Dennis Chuah OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Chng Kong San Dennis Chuah Lee Kah Kheng Tuanku Jaafar Ibni Tuanku Abdul Rahman Perbadanan Nasional Berhad OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Ng Huat Tian Ng Huat Tian Woo Yoke Fong Sosilawati Binti Lawiya Khor Yee Kwang OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Ng Huat Tian Low Soon Heng Chan Kam Woo Mansor Bin Padzin Mayban Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Dennis Chuah Ng Huat Tian 1,604,000 1,600,000 0.71 0.71 2,000,000 1,929,000 1,780,224 1,616,816 0.88 0.85 0.78 0.71 3,350,000 3,123,300 3,076,000 3,000,000 2,380,224 1.48 1.38 1.36 1.32 1.05 13,231,300 7,247,378 7,247,378 4,500,000 3,683,334 5.83 3.19 3.19 1.98 1.62 32,546,996 14.34 34,863,796 34,038,600 34,038,600 15.36 15.00 15.00 Shareholdings %
58
SUBSTANTIAL SHAREHOLDERS AS AT 26 DECEMBER 2008 Name Dennis Chuah Lee Kah Kheng Dato Chng Kong San Yeoh Li Hua Emirates Investment & Development Co. Al Yousuf L.L.C Notes:
1
% 0.58 19.00 -
Deemed interest under Section 122A of the Companies Act, 1965 by virtue of his/her spouses shareholding in ETICB.
DIRECTORS SHAREHOLDING AS AT 26 DECEMBER 2008 Name Lee Kah Kheng Dennis Chuah Mansor Bin Padzin Khor Yee Kwang Khoo Lay Tatt Nordin Bin Mohamad Desa Baqir Hussain Bin Hatim Ali Anthony Power Iqbal Yousuf Habib Al Yousuf Dato Ahmad Shukri Bin Tajuddin
1 2
% 0.58 3.44 -
Deemed interest under Section 122A of the Companies Act, 1965 by virtue of his/her spouses shareholding in ETICB. Deemed Interest under Section 6A of the Companies Act, 1965 by virtue of a put and call option agreement with Perbadanan Nasional Berhad
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5.
By Order of the Board HOW WEE LING (MAICSA 7033850) Secretary Penang Date: 7 January 2009
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Proxy A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. To be valid, this form, duly completed must be deposited at the registered office of the Company at 57-1 Persiaran Bayan Indah, Bayan Bay, Sungai Nibong, 11900 Penang not less than forty-eight (48) hours before the time for holding the meeting. A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. If the appointor is a corporation, this form must be executed under its Common Seal. Retirement of Directors Pursuant to Rule 8.36(2) of the Listing Requirements of Bursa Malaysia Securities Berhad for the MESDAQ Market, the details of directors standing for re-election are set out on page 6 to 12 of this Annual Report. Explanatory Note On Special Business: The proposed Resolution No. 9 (Item No. 6), if passed, will empower the Directors of the Company to issue and allot shares in the Company from time to time and for such purposes as the Directors consider would be in the interest of the Company. This authority will, unless revoked or varied by the Company in general meeting, expire at the next Annual General Meeting of the Company.
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PROXY FORM
No of ordinary shares held
I/We...................................................................................................................................................................................................................... (*NRIC No./Company No........................................................................) of ......................................................................... ................................................................................................................................................................................................................. ................................................................................................................................... being a *Member/Members of ETI TECH CORPORATION BERHAD hereby appoint ................................................................................................................................................................................................. (*NRIC No./Passport No.......................................................................) of ......................................................................... ...................................................................................................................................................................................................................................... or failing him.................................................................................................................................................................................................................... (*NRIC No./Passport No..................................................................) of .......................................................................... ........................................................................as at my/our behalf at the Fourth Annual General Meeting * of the Company to be held at Level 2, Gurney Resort Hotel of 18 Persiaran Gurney, 10250 Penang on Thursday, 29 January 2009 at 10.00 a.m. and, at every adjournment thereof to vote as indicated below:(Please indicate with an X in the space provided above on how you wish your vote to be cast. If you do not do so, the proxy will vote or abstain from voting at his discretion) RESOLUTIONS 1. 2. To approve the payment of Additional Directors Fee of RM30,000 for the financial year ended 31 August 2008. To approve the payment of Directors Fees up to RM192,000 for the year ending 31 August 2009. To re-elect the following directors retiring under the respective provision of the Articles of Association of the Company:Dennis Chuah Article 85 Baqir Hussain Bin Hatim Ali Article 85 Nordin Bin Mohamad Desa Article 85 Iqbal Yousuf Habib Al Yousuf Article 92 Dato Ahmad Shukri Bin Tajuddin Article 92 To re-appoint Messrs. Horwath as Auditors of the Company for the ensuing year and to authorize the Directors to fix their remuneration. To pass the following resolution as Special Business :Ordinary Resolution Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965. FOR AGAINST
3. 4. 5. 6. 7. 8.
9.
Signed this ............ day of...., 2009. Notes: A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. To be valid, this form, duly completed must be deposited at the registered office of the Company at 57-1, Persiaran Bayan Indah, Bayan Bay, Sungai Nibong, 11900 Penang not less than forty-eight (48) hours before the time for holding the meeting. A member shall be entitled to appoint more than two (2) proxies to attend and vote at the same meeting. Where a member appoints two (2) or more proxies, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. If the appointor is a corporation, this form must be executed under its Common Seal.
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stamp
57-1 Persiaran Bayan Indah Bayan Bay, Sungai Nibong 11900 Penang