Professional Documents
Culture Documents
EcoFirst AR2007
EcoFirst AR2007
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ANNUAL REPORT 2007
POSSIBILITIES
1
EcoFirst Consolidated Bhd (15379-V)
AGENDA
As Ordinary Business:
1. To receive and adopt the Audited Financial Statements for the year ended 31 July 2007 together with the Directors’ and
Auditors’ Reports thereon. (Ordinary Resolution 1)
3. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association:-
4. To re-appoint Messrs Russell Bedford LC & Company as Auditors of the Company and authorise the Directors to fix their
remuneration. (Ordinary Resolution 5)
As Special Business:
5. Ordinary Resolution
Authority To Allot And Issue Shares Pursuant To Section 132D Of The Companies Act, 1965
“THAT subject always to the Company Act, 1965, the Articles of Association of the Company and approvals of Bursa
Malaysia Securities Berhad and any other relevant governmental or regulatory authorities, the Directors be and are hereby
empowered pursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the Company from time to
time upon such terms and conditions and for such purposes as the Directors may in their discretion deem fit provided that
the aggregate number of shares issued pursuant to this resolution does not exceed ten percent (10%) of the issued share
capital of the Company for the time being and that the Directors be and are also empowered to obtain the approval for
the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad and that such authority
shall continue in force until the conclusion of the next Annual General Meeting of the Company.”
(Ordinary Resolution 6)
6. Special Resolution
“THAT the deletion, alterations, modifications, variations and additions to the Articles of Association of the Company as
set out in “Annexure A” be and are hereby approved.” (Special Resolution 1)
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ANNUAL REPORT 2007
7. To transact any other business of which due notice shall have been given.
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint not more than one (1) proxy to attend and
vote in his stead. A proxy need not be a member of the Company and Section 149(1) of the Companies Act, 1965
shall not apply.
2. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with
ordinary shares of the Company standing to the credit of the said securities account.
3. In the case of a corporate body, the proxy appointed must be in accordance with the Memorandum and Articles of
Association, and the instrument appointing a proxy shall be given under the Company’s Common Seal or under the
hand of an officer or attorney duly authorised.
4. The Form of Proxy must be deposited at the Company’s Registered Office at 17th Floor, Menara Summit, Persiaran
Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor Darul Ehsan not less than 48 hours before the time set for the
meeting or any adjournment thereof.
The proposed Ordinary Resolution, if passed, will give authority to the Directors of the Company the power to issue
shares in the Company up to an aggregate amount not exceeding ten percent (10%) of the issued share capital
of the Company for such purposes as the Directors consider would be in the interest of the Company. This would
avoid any delay and cost involved in convening a general meeting to specifically approve such an issue of shares.
This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the
Company.
The proposed Special Resolution 1, if passed, will render the Articles of Association of the Company to be in line
with the recent amendments required under the Listing Requirements of Bursa Malaysia Securities Berhad.
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EcoFirst Consolidated Bhd (15379-V)
The Articles of Association of the Company are proposed to be amended in the following manner :-
1. Article 2
To delete the following interpretations in the existing Article 2 and substitute with the new definitions, as follows:-
Existing
“Approved Market Place” means a stock exchange which is specified to be an approved market place in the Securities
Industry (Central Depositories) (Exemption) (No. 2) Order 1998
“Exchange” means Kuala Lumpur Stock Exchange and/or any other Exchange on which the Company is listed.
“Member” means any person/persons for the time being holding shares in the Company and whose names appear in the
Register of Members (except the Malaysian Central Depository Nominees Sdn Bhd) including Depositors whose names
appear in the Record of Depositors.
New
“Approved Market Place” means a stock exchange which is specified to be an approved market place in the Securities
Industry (Central Depositories) (Exemption) (No. 2) Order 1998
“Exchange” means Bursa Malaysia Securities Berhad and/or any other Exchange on which the Company is listed.
“Member” means any person/persons for the time being holding shares in the Company and whose name(s) appear in
the Company’s Register of Members (except the Bursa Malaysia Depository Nominees Sdn Bhd) including Depositors
whose names appear in the Record of Depositors.
2. Article 4
To delete the existing sub-Articles 4 (c) and (g) in its entirety, as follows:
4 (c) “The total nominal value of issued preference shares shall not exceed the total nominal value of the issued ordinary
shares at any time;”
(g) “Preference shareholders shall be entitled to a return of capital in preference to holders of ordinary shares when the
Company is wound up.”
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ANNUAL REPORT 2007
3. Article 32
The existing Article 32 (a) be altered by deleting the words “an Approved Market Place” appear immediately after “the
securities of the Company are listed on an Approved Market Place;…” and substituting with “another stock exchange” to
read as follows:
32(a) “the securities of the Company are listed on another stock exchange; and the Company is exempted from compliance
with Section 14 of the Central Depositories Act or Section 29 of the Securities Industry (Central Depositories)
(Amendment) (No. 2) Act, 1998, as the case may be, under the Rules in respect of such securities,”
To delete the existing Article 32 (b) in its entirety and to adopt the following new Article 32 (b), as follows:
Existing
32 (b) “the Company shall, upon the request of a securities holder, permit a transmission of securities held by such
securities holder from the register of holders maintained by the Registrar of the Company in the jurisdiction of the
Approved Market Place (hereinafter referred to as “the Foreign Register”), to the register of holders maintained by
the Registrar of the Company in Malaysia (hereinafter referred to as “the Malaysian Register”) provided that there
shall be no change in ownership of such securities.”
New
32 (b) “the Company shall, upon the request of a securities holder, permit a transmission of securities held by such
securities holder from the register of holders maintained by the registrar of the company in the jurisdiction of
the other stock exchange, to the register of holders maintained by the registrar of company in Malaysia and vice
versa provided that there shall be no change in the ownership of such securities.”
4. Article 33
To delete the existing Article 33 in its entirety, as follows:-
33 The Company shall not allow any transmission of securities from the Malaysian Register to the Foreign Register.
5. Article 65
The existing Article 65 (1) be altered by deleting the words “a date” appear immediately after “….to issue a Record of
Depositors as at a date….” and substituting with “the latest date which is reasonably practicable which shall in any event
be” to read as follows:
65 (1) “The Company shall request the Central Depository in accordance with the Rules, to issue a Record of Depositors
as at the latest date which is reasonably practicable which shall in any event be not less than 3 market days before
the general meeting (hereinafter referred to as “the General Meeting Record of Depositors”);”
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EcoFirst Consolidated Bhd (15379-V)
6. Articles 75
The existing Article 75 be altered by adding the words “a holder of ordinary shares or preference shares who is personally
present and entitled to vote shall be entitled to one vote” appear immediate after “…shall be decided on a show of
hands…..” to read as follows:
“At any General Meeting a resolution put to the vote of the meeting shall be decided on a show of hands, a holder of
ordinary shares or preference shares who is personally present and entitled to vote shall be entitled to one vote, unless
before or upon the declaration of the result of the show of hands a poll is demanded by the Chairman or by at least three
members present in person or by proxy or attorney or by any member or members holding or representing by proxy
or power of attorney not less than one-tenth of the issued share capital of the Company or holding shares on which an
aggregate sum has been paid up equal to not less than one-tenth of the total sum paid up on all the shares issued by the
Company conferring a right to vote and entitled to vote in respect thereof, and unless a poll be so demanded, a declaration
by the Chairman that a resolution has been carried or carried unanimously or carried by a particular majority or lost, or
not carried by a particular majority or lost, and an entry to that effect in the minutes of the proceedings of the meeting
shall be conclusive evidence of the fact without proof of the number or proportion of votes given for and against such
resolution.”
7. Article 91
8. Article 99
The existing sub-Articles 99 (a) and (b) be altered by adding the words “during his term of office” at the end of the sub-
Articles, to read as follows:
99 (a) “If a receiving order in bankruptcy is made against him or he makes any arrangement or composition with his
creditors during his term of office;”
(b) “If he is found lunatic or becomes of unsound mind during his term of office;”
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ANNUAL REPORT 2007
The Directors who are standing for re-election at the Thirty-Fourth Annual General Meeting are:-
The profiles of the above Directors are set out in the “Profile of the Board of Directors” on pages 19 and 20 of this Annual
Report.
The attendance of the Directors are set out on page 31 in the Corporate Governance Statement of this Annual Report.
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EcoFirst Consolidated Bhd (15379-V)
Corporate Information
Board Of Directors Share Registrar
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ANNUAL REPORT 2007
SUCCESS
9
EcoFirst Consolidated Bhd (15379-V)
Chairman’s Statement
Dear Shareholders,
On behalf of the
Board of Directors of
EcoFirst Consolidated
Bhd, I hereby present
the Annual Report and
Financial Statements
of the Group and
the Company for the
financial year ended
31 July 2007.
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ANNUAL REPORT 2007
Financial Performance Review I am pleased to report that the Group’s construction division,
which commenced only in the last quarter of the previous
The challenging economic outlook did not dampen the spirit financial year, was the main contributor to the increased
of the Group from moving forward. The Group achieved revenue during the financial year under review. The property/
a higher turnover of RM93.18 million compared to the construction segment registered a turnover of RM56.07
previous financial year of RM57.75 million, representing an million being 60% of the Group’s turnover.
increase of 61%. The Group, however, recorded a loss before
taxation of RM33.66 million as compared to the preceding Our maiden construction project, the Casa Subang Service
financial year’s loss of RM35.20 million. Apartments, which commenced work in 2006, is progressing
smoothly and is scheduled for completion during the current
The growth in turnover was primarily driven by the financial year. We are also negotiating for a number of
construction division. The better performance was, however, projects and are optimistic of the outcome of a few potential
partially offset by the need to make provision for impairment projects.
of our property development costs of RM16.0 million and
profit guarantee liability of RM5.2 million.
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EcoFirst Consolidated Bhd (15379-V)
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ANNUAL REPORT 2007
Corporate Development The Company proposed to dispose of its 51% equity interest
in Cross Continental Investments (“CCI”) and 1.14% equity
On behalf of the Board, I am pleased to announce that interest in PalmTech India Limited (“PalmTech”) (hereinafter
the Company has entered into a joint venture to develop referred to as “the Proposed Disposal”).
a 1,000 acre biotechnology driven agriculture farm with
Johor Biotechnology and Biodiversity Corporation, a wholly The Proposed Disposal provides an opportunity for the
owned agency of the State Government of Johor during the Group to realise its capital investment in CCI and PalmTech
financial year under review. at a fair and reasonable value.
The commercial activities to be carried out will include The Group’s expansion plan to develop the agriculture
modern greenhouse production of a range of crops and herbs farm in Johor would also include the training of farmers
and organic farming of fruits and vegetables. The second and potential farmers with various modern industrialised
phase will involve the setting up of facilities for downstream technologies to improve the crop yields and maximise on
processing to cater for both the local and overseas markets. business opportunities for farming.
External target customers would be organic food chain
stores in Malaysia and Singapore; whilst the internal target The Group also remains committed to ensuring the
customers would be our newly set up divisions under occupational safety and health of all employees at their
EcoFirst Hartz and EcoFirst Products. This move would workplace through increased awareness, accountability
further consolidate the Group’s resources. and continual training geared towards the conduct of all
activities in an environmentally responsible, safe and healthy
manner.
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EcoFirst Consolidated Bhd (15379-V)
The construction sector, which includes property Our appreciation also goes to our valued shareholders. We
development, will grow more rapidly at 6.3% following thank you for your unwavering support and for the continuous
the increase of civil engineering activities as a result of the faith held in us. We will continue to strive for excellence in
implementation of the Ninth Malaysia Plan (9MP) projects. order to maximise return to shareholders.
The 9MP proposes a RM200 billion development budget
which includes significant provision for building and Lastly but not least, I wish to extend my sincere thanks to
infrastructure projects. my fellow Board members for their valuable contribution to
the Group.
The management is actively seeking opportunities to
participate in these projects under the 9MP. Whilst existing
businesses will continue to be strengthened and consolidated
within the Group, barring any unforeseen circumstances,
EcoFirst Products and EcoFirst Hartz are also expected to Tan Sri Dato’ Dr. Syed Jalaludin bin Syed Salim
contribute positively in the near future. Chairman
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ANNUAL REPORT 2007
TO GROW 15
EcoFirst Consolidated Bhd (15379-V)
Board of Directors
5. 7. 2. 1. 3. 6. 4.
1. Tan Sri Dato’ Dr. Syed Jalaludin bin Syed Salim 5 Dato’ Philip Chan Hon Keong
2. Dato’ (Dr.) Teoh Seng Foo 6. Amos Siew Boon Yeong
3. Dato’ Clement Hii Chii Kok 7. Oh Hong Choon
4. Dato’ Syed Ariff Fadzillah bin Syed Awalluddin
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ANNUAL REPORT 2007
Tan Sri Dato’ Dr. Syed Jalaludin bin Syed Salim, aged 63, a Dato’ (Dr.) Teoh Seng Foo, aged 51 was appointed to the
national science laureate as well as a founder fellow of the Board on 5 May 1997. He is a Chartered Accountant
Academy of Sciences Malaysia, was appointed to the Board of the Malaysian Institute of Accountants, a Chartered
on 27 January 2006 as the Chairman of the Company. He Management Accountant and Fellow Member of the
had a long illustrious academic career in both University Chartered Institute of Management Accountants, United
Malaya and University Putra Malaysia (“UPM”) before Kingdom. He has vast experience in commerce and
retiring as Vice Chancellor of UPM in April 2001. He was industry, having held senior management positions in multi-
responsible for transforming UPM into one of the leading nationals such as Intel Technology, Woodward & Dickerson
centres of higher education. Inc. and PricewaterhouseCoopers. He was conferred
the Honorary Doctorate in Business Administration by
As an accomplished academician, he has helped found University of Abertay Dundee, United Kingdom.
many academic societies and associations, and has
published over 350 papers in journals and proceedings Presently, he holds board positions in the following public
in the fields of animal science, university management listed companies:
and education. For his meritorious career and services, he Meda Inc. Berhad – Chairman/Non-Executive Director
has received numerous awards, decorations and honours SEG International Bhd – President/Executive Director
nationally as well as internationally.
He is the Chairman of the Executive and Remuneration
He is currently the Chairman of Bank Kerjasama Rakyat Committees and member of the Employees’ Share Option
Malaysia Berhad and Kejuruteraan Samudra Timur Berhad, Committee of the Company.
as well as director of Esso Malaysia Berhad and TAFI
Industries Berhad. In his private capacity, he takes an active interest in
education. At the national level, he is the Chairman of the
He is the Chairman of the Nominating Committee of the Education Committee in the Malaysian-China Business
Company and does not have any interest in the shares of Council. He is also the Chairman of the Board of Governors
the Company or its subsidiaries. for SJK (C) Chee Wen in Subang Jaya, Selangor.
He has no family relationship with any other Director and/ He has direct and indirect interest in 33,342,933 and
or major shareholder of the Company. He has not entered 48,070,065 ordinary shares of RM0.50 each respectively
into any transaction, whether directly or indirectly, which in the Company and is deemed to have an interest in all
has a conflict of interest with the Company and has no the shares held by the Company in the subsidiaries by
convictions for offences within the past ten years. virtue of his substantial interest in shares in the Company.
He is a brother to Teoh Seng Aun and Teoh Seng Kian, who
are substantial shareholders of the Company. Apart from
the above, he has no other family relationship with any
other Director and/or major shareholder of the Company.
He has not entered into any transaction, whether directly
or indirectly, which has a conflict of interest with the
Company, other than those disclosed in the accompanying
financial statements and has no convictions for offences
within the past ten years.
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EcoFirst Consolidated Bhd (15379-V)
Dato’ Clement Hii Chii Kok, aged 49, was appointed to Dato’ Syed Ariff Fadzillah bin Syed Awalluddin, aged 64,
the Board on 27 January 2006 as the Group Managing was appointed to the Board on 27 January 2006. He holds a
Director of the Company. He holds a Bachelor of Laws Bachelor of Arts degree in History from University Malaya.
degree from the United Kingdom. He also holds a Diploma in Development Administration
and a Master of Arts in International Relations.
He is a former journalist holding senior positions in several
local newspapers, including as Chief Editor of Borneo’s He started his career as an Assistant District Officer in
leading English daily, “The Borneo Post”. He had also served Kulim, Kedah in 1967. He was an Assistant Secretary in
in senior positions with management consultancy and the Public Service Commission, Kuala Lumpur between
marketing firms. Currently, he is also the Chief Executive 1970 and 1972 before being transferred to the Ministry of
Officer of a main board-listed company, SEG International Foreign Affairs.
Bhd, having served in that position since 2001.
Prior to retiring in November 2001, he served as the
He was awarded an Honorary Doctorate of Business Ambassador of Malaysia to the Kingdom of Thailand
Administration from the University of Sunderland in 2006. from 1996 to 2001, Ambassador to the Republic of Korea
He is also a Justice of Peace. with joint accreditation to Mongolia (1992 to 1995)
and Ambassador of Malaysia to Fiji with concurrent
His business accolades include, in 2003, a corporate accreditations to Tuvalu, Tonga, Western Samoa, Kiribati
excellence award from the Stock Exchange of Malaysia and Nauru (1998 and 1991). His other foreign assignments
and, in 2004, the Business of the Year Award from the Asian- include postings to Indonesia, Libya and Canada. He
Pacific Centre for Small and Medium Size Enterprises. was also the Deputy Permanent Representative of the
Permanent Mission of Malaysia to the United Nations
He is a member of the Executive Committees and between 1982 and 1986. From 1991 to 1992, he served
Chairman of the Employees’ Share Option Committee of as the Undersecretary at the Ministry of Foreign Affairs in
the Company. charge of Southeast and South Pacific.
He has direct interest in 38,650,733 ordinary shares of He is currently the Chairman of LCL Corporation Berhad
RM0.50 each in the Company. and a director of Malaysian National Reinsurance Berhad.
He has no family relationship with any other Director and/ He is a member of the Audit and Nominating Committees
or major shareholder of the Company. He has not entered of the Company and does not have any interest in the
into any transaction, whether directly or indirectly, which shares of the Company or its subsidiaries.
has a conflict of interest with the Company, other than
those disclosed in the accompanying financial statements He has no family relationship with any other Director and/
and has no convictions for offences within the past ten or major shareholder of the Company. He has not entered
years. into any transaction, whether directly or indirectly, which
has a conflict of interest with the Company and has no
convictions for offences within the past ten years.
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ANNUAL REPORT 2007
Dato’ Philip Chan Hon Keong Mr. Amos Siew Boon Yeong
Independent Non-Executive Director Independent Non-Executive Director
Malaysian Malaysian
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EcoFirst Consolidated Bhd (15379-V)
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ANNUAL REPORT 2007
FAST PACE 21
EcoFirst Consolidated Bhd (15379-V)
Management Team
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ANNUAL REPORT 2007
23
EcoFirst Consolidated Bhd (15379-V)
2. 1. 3.
2. Clifford Tan
Chief Operating Officer,
EcoFirst Construction Sdn. Bhd.
3. Ng Puck Mun
Assistant General Manager,
EcoFirst Construction Sdn. Bhd.
3. 2. 1. 5. 4.
1. Janice Loh
Complex Manager,
SCP Management Sdn. Bhd.
5. Terence Toh
Advertising &
Promotion Manager,
SCP Management Sdn. Bhd.
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ANNUAL REPORT 2007
2. 1. 3. 4.
1. Lincoln Goh
Senior Vice President,
EcoFirst Products Sdn. Bhd.
2. Robin Chong
General Manager,
Operations
EcoFirst Products Sdn. Bhd.
3. 1. 2.
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EcoFirst Consolidated Bhd (15379-V)
Business Divisions
EcoFirst Agro-Biotechnology Division • EcoFirst Laboratories Sdn Bhd, which is the research and
development (R&D) arm of the Division, committed to
The Division is tasked to handle modern agricultural support the mission of the Division and form its agro-
initiatives especially in the production of novelty fruits, biotechnology capacity and capability
medicinal plants, herbs and other crops through the
application of the latest techniques in agro-biotechnology. • EcoFirst Products Sdn Bhd, which is tasked in the
marketing and distribution of proprietary products
The vision of this Division is to be a leading integrated through Multi-Level Marketing
agro-biotechnology entity engaged in modern agriculture,
downstream processing, productisation, marketing and J-Biotech EcoFirst Agro Sdn Bhd
distribution of agro-biotechnological produce.
The setting up of J-Biotech EcoFirst Agro Sdn Bhd is
Towards this end, the Division is developing key initiatives part of the Group’s expansion into more areas of agro-
in areas such as plant breeding using the latest technological biotechnology, specifically organic farming using high
advances in biotechnology and plant tissue culture in the end and environmentally friendly technology. J-Biotech
production and distribution of quality health supplements, EcoFirst Agro Sdn Bhd is a joint venture company between
neutraceuticals and natural personal care products such as Johor Biotechnology and Biodiversity Corporation (a
skin and body care formulations. government-linked corporation of the Johor state) and
EcoFirst Agro-Industries Sdn Bhd (a subsidiary of EcoFirst
Its four subsidiaries which operate in Malaysia are: Consolidated Bhd).
• J-Biotech EcoFirst Agro Sdn Bhd, which is a joint venture In this joint venture, J-Biotech EcoFirst Agro Sdn Bhd will
with Johor Biotechnology and Biodiversity Corporation develop 1,000 acres of land with Johor Biotechnology and
to develop a 1000-acre agro-biotechnology project in Biodiversity Corporation to set up and run greenhouses and
Johor to produce organic food open crop farms. Land clearing and infrastructure work has
already begun for the first of three phases.
• EcoFirst Agro-Industries Sdn Bhd, which develops
strategies for commercial and biotechnologically-viable
plantations and farming activities
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ANNUAL REPORT 2007
EcoFirst Laboratories Sdn Bhd only from natural materials, backed by clinical trials and
R&D from the US, Australia and Europe. Products range
The Group’s R&D arm’s main activities are in initiating R&D from health and nutritional supplements to neutraceuticals
work to support and enhance the competitive portion of the and personal care products. These are manufactured
Group’s agro-biotechnology initiatives. The R&D activities under stringent Good Manufacturing Practices (GMP) and
scheduled are in the area of plant biotechnology, plant Hazard Analysis and Critical Control Point (HACCP) quality
breeding and downstream processing of products derived standards. Products distributed are developed and produced
from the Division’s modern agriculture activities. in synergy with other units in the Division. Products are
distributed to consumers through the network marketing and
A plant propagation project on ginger (via tissue culture) distribution concept in Malaysia. We also plan to expand
will be carried out in order to supply ginger seedlings for into other countries such as Indonesia, China and India.
cultivation purposes, to be undertaken by J-Biotech EcoFirst
Agro Sdn Bhd. EcoFirst Products is dedicated to enhancing the quality of
modern living for people everywhere, through the world’s
fastest growing billion-dollar industry.
EcoFirst Products Sdn Bhd
(“EcoFirst Products”) EcoFirst Products’ philosophy is simple: it is committed to
becoming a preferred brand of quality neutraceuticals,
This represents the Group’s multi-level marketing arm. health supplements, personal care products and innovative
Product formulations are plant-based, organic and sourced services.
27
EcoFirst Consolidated Bhd (15379-V)
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ANNUAL REPORT 2007
• Bidding Contracts
The Division is expected to secure some sizeable
construction projects in the coming years based on
bidding contracts submitted during the year.
29
EcoFirst Consolidated Bhd (15379-V)
TAKE OFF
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ANNUAL REPORT 2007
The Board of Directors (“Board”) of EcoFirst Consolidated Bhd (“ECB”) fully subscribes to the view that corporate governance is
necessary to manage the business of the Group. Compliance with the Malaysian Code on Corporate Governance (“Code”) has
always been recognised by ECB as the basic tenet to safeguard the interests of all stakeholders and to enhance shareholder’s
value.
Board of directors
Constitution of the Board and Board Balance
The Board, led by a Non-Executive Chairman, comprises seven (7) members of which two (2) are Executive Directors and five
(5) are Independent Non-Executive Directors. The profile of each director is enclosed on pages 17 to 20.
The Board’s composition brings to the Group a diverse wealth of skills, knowledge and a balanced mix of experience and
expertise to effectively discharge its stewardship responsibilities in spearheading the Group’s growth and future direction.
There is clear segregation of responsibilities between the Directors to ensure a balance of power and authority. Generally,
the Executive Directors are responsible for making and implementing operational and corporate decisions. Non-Executive
Directors play a pivotal role in corporate accountability by providing unbiased and independent views in the sharing of
knowledge and experience, towards the formulation of policies and in the decision-making process. Where a potential conflict
of interest may arise, it is mandatory practice for the Director concerned to declare his interest and abstain from the decision-
making process.
There is a clear division of responsibility between the Chairman and Group Managing Director to ensure that there is a
balance of power and authority. The Chairman is responsible for ensuring Board effectiveness whilst the Group Managing
Director has overall responsibility for the operating units, organizational effectiveness and implementation of Board policies
and decisions. Although all the Directors have an equal responsibility for the Group’s operations, the role of these Independent
Non-Executive Directors is important as they provide independent views, advice and judgement on issues of strategy, business
performance and controls. The Independent Non-Executive Directors provide independent and constructive views in ensuring
that the strategies proposed by the management are studied and deliberated to take account of the interests of the Group,
shareholders and the public at large.
At least four (4) board meetings are held annually; each meeting scheduled to consider the quarterly financial results and
operational performance. Additional meetings are convened as and when necessary. During the financial year ended 31 July
2007, five (5) board meetings were held. The summary of attendance by the Board from 1 August 2006 to 31 July 2007 is as
follows:
Board meetings are structured with a pre-set agenda, providing the Directors with relevant and timely information to enable
them to discharge their duties and responsibilities. Board papers, which provide updates on operational, financial and
corporate developments, are circulated to enable Directors to obtain further explanation where necessary in order to facilitate
informed decision-making.
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EcoFirst Consolidated Bhd (15379-V)
Board Committees
The Board has delegated specific responsibilities to four (4) committees, which operate within approved terms of reference, to
assist in the effective discharge of its principal responsibilities. Notwithstanding the above, the ultimate responsibility for the
final decision lies with the full Board. These committees are:
a) Nominating Committee
The Nominating Committee, which comprises wholly of Non-Executive Directors, recommends candidates with an
optimal mix of qualifications, skills and experience to the Board. The Nominating Committee also carries out annual
evaluation on the effectiveness of the whole Board, the various Committees and individual Director’s contribution to the
Board’s decision-making process.
The present members of the Nominating Committee comprises:
Tan Sri Dato’ Dr. Syed Jalaludin bin Syed Salim - Chairman / Independent Non-Executive Director
Dato’ Syed Ariff Fadzillah bin Syed Awalluddin - Member / Independent Non-Executive Director
Oh Hong Choon - Member / Independent Non-Executive Director
b) Remuneration Committee
The Remuneration Committee, comprising mainly Non-Executive Directors, is responsible for drawing up the policy
framework and to make recommendations to the Board on remuneration packages of the Executive Directors. The
Executive Directors do not participate in decisions relating to their remuneration. The Board as a whole determines the
remuneration of Non-Executive Directors with the Director concerned abstaining from participating in decisions with
respect his individual remuneration.
c) Audit Committee
The terms of reference and further information on the Audit Committee are outlined in the ensuing pages.
The Risk Management Committee oversees the implementation of the risk management system in the Group. The
Committee reports directly to the Board and assists the Board in overseeing the management of risk issues and reviews
the efficacy internal controls within the Company.
32
ANNUAL REPORT 2007
Re-election
All Directors will retire at regular intervals by rotation once at least every three years and they shall be eligible for
re-election.
Directors’ Training
The Directors have completed the Mandatory Accreditation Programme organised by Bursa Malaysia Securities Berhad
(“BMSB”). During the financial year, the Directors have attended various training programmes and will continue to undergo
relevant training to further enhance their skills and knowledge.
Directors’ remuneration
The details of the remuneration of the Directors of the Company for the financial year under review are as follows:
2. The number of Directors whose total remuneration fall within the following bands:
Number of Directors
Range of Remuneration Executive Non-Executive
Below RM50,000 - 4
RM50,001 to RM100,000 - 1
RM100,001 to RM150,000 - -
RM150,001 to RM200,000 - -
RM201,001 to RM250,000 - -
RM250,001 to RM300,000 - -
RM300,001 to RM350,000 1 -
RM350,001 to RM400,000 - -
RM400,001 to RM450,000 1 -
The Group recognises the importance of establishing a direct line of communication with shareholders and investors through
timely dissemination of information on the Group’s performance and major developments via appropriate channels of
communication.
Dissemination of information includes the convening of Annual General Meetings (“AGM”) and Extraordinary General
Meetings (“EGM”), distribution of Annual Reports and relevant circulars, issuance of press releases and press conferences.
The financial performance of the Group is communicated to the public via its quarterly report to BMSB.
33
EcoFirst Consolidated Bhd (15379-V)
Shareholders could be given the opportunity to communicate directly with Y.Bhg Tan Sri Dato’ Dr. Syed Jalaludin bin Syed
Salim, or any of the other Independent Non-Executive Director should there be any concerns relating to the Company.
AGM
The AGM is the principal forum for communicating with shareholders. Henceforth, the Chairman and the Board encourage
shareholders to attend and participate in an open discussion during the AGM. Shareholders who are unable to attend are
allowed to appoint a proxy, who need not be a shareholder, to attend and vote on their behalf. Shareholders are given the
opportunity to seek clarification on any matter pertaining to the business and financial performance of the Company.
In preparing the financial statements, the Directors have complied with Section 169(15) of the Companies Act, 1965 and
applicable accounting standards in Malaysia so as to give a true and fair view of the state of affairs and the result of the
Company and the Group.
The Group presents its year-end financial results on an annual basis through its annual report and its interim results, on a
quarterly basis via its submissions to the BMSB. The Audit Committee assists the Board in reviewing the information disclosed
to ensure accuracy and adequacy.
Internal Control
The Statement on Internal Control furnished on page 36 of the Annual Report provides an overview of the state of internal
controls within the Group.
The Board through the establishment of an Audit Committee maintains a formal and transparent arrangement with the
Company’s auditors, both internal and external.
The Directors are responsible for ensuring that proper accounting records are maintained, which disclose with reasonable
accuracy, the financial position of the Group and also to ensure that the financial statements comply with the Companies Act,
1965. In addition, the Board is responsible for the proper safeguarding of the Group’s assets and to take reasonable steps for
the prevention and detection of fraud and other irregularities.
34
ANNUAL REPORT 2007
Other Information
Material contracts
There were no material contracts entered into by the Company and its subsidiaries involving directors and substantial
shareholders.
Non-audit fee
No non-audit fee was paid to external auditors during the financial year.
Share buy-backs
The Company did not make any share buy-back transactions during the financial year.
Profit guarantee
The Company did not make any arrangement during the year which requires profit guarantee.
35
EcoFirst Consolidated Bhd (15379-V)
Board responsibilities
The Board maintains a system of internal control to safeguard shareholders’ investment and the company assets. The Board
is committed to establish an appropriate control environment and also to review the adequacy and integrity of the system of
internal control. Due to the limitations inherent in any system of internal control, these systems, though implemented, are
designed to manage, rather than to eliminate the risk of failure to achieve corporate objectives. Accordingly, the system can
only provide reasonable but not absolute assurance against material misstatement or loss.
The Board confirms that there is an underlying and ongoing process in the Group for the identification, evaluation and
mitigation of its significant risks. The Board further confirmed that these processes are being regularly reviewed and accords
with the Statement of Internal Control: Guidance for Directors of Public Listed Companies.
The Group established its risk framework with the aim of mitigating or minimising such risks. A database of risk records was
compiled and risk mitigating action plans were communicated to the Risk Management Committee (“RMC”), which in turn
identified and communicated to the Board the critical risks (present and future) the Group faced and management action plans
to manage these risks.
The Audit Committee reviews the audit plan, together with internal audit reports to obtain the necessary level of assurance
with respect to the adequacy of the internal controls as required by the Board. The Audit Committee presents its findings to the
Board on a quarterly basis or as appropriate.
Quarterly updates of the financial results of the Group are provided to the Audit Committee and the Board for assessment of
the performance of the Group. Management meetings, which involve Executive Directors and selected executive personnel,
are regularly held in order to identify and address any problems encountered by the Group, so that appropriate actions could
be taken to address the problems.
This statement is made in accordance with the minutes of the Board of Directors’ Meeting held on 15th November 2007.
36
ANNUAL REPORT 2007
Meetings
The Audit Committee convened five (5) meetings for the financial year ended 31st July 2007. The meetings were appropriately
structured through the use of agendas, which were distributed to members.
• Reviewed the external auditors’ scope of work and audit plans for the year. Prior to the audit, representatives from the
external auditors presented their audit strategy and plan.
• Reviewed with the external auditors, major issues arising from the audit.
• Reviewed the internal audit reports, which highlighted the audit issues, recommendations and management’s response.
The members of the Audit Committee were briefed on pertinent audit issues through the Summary of Pertinent Issues,
which forms an integral part of the agenda papers. The Audit Committee also discussed the management actions taken
to improve the system of internal control based on recommendations made in the internal audit reports.
• Recommended to the Board areas of improvement in internal control system, procedures and risk management.
• Reviewed the draft audited financial statements of the Group and of the Company prior to submission to the Board for
their consideration and approval. The review was to ensure that the draft audited financial statements were drawn up in
accordance with the provisions of the Companies Act, 1965 and the Financial Reporting Standards (“FRS”) for entities
other than private entities issued by the Malaysian Accounting Standards Board (“MASB”).
37
EcoFirst Consolidated Bhd (15379-V)
• Reviewed the quarterly unaudited financial results announcements before recommending them for the Board’s
approval.
• Reviewed the extent of the Group’s compliance with the provisions set out under Part 2 Guideline BB of the Code for
the purpose of preparing the Corporate Governance Statement and Statement on Internal Control pursuant to the Listing
Requirements of BMSB. Recommended to the Board, action plans to address the identified gaps between the Group’s
existing corporate governance practices and the prescribed corporate governance principles and best practices under
the Code.
The Terms of Reference of the Audit Committee was established by the Board on 26 April 1994. Subsequently, amendments
were made to the terms of reference and approved at the Company’s Board Meeting held on 29 March 2001.
Membership
The Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less
than three members of whom the majority must be Independent Directors. At least one member of the Audit Committee:
2. if he is not a member of the Malaysian Institute of Accountants, he must have at least three years’ working experience
and:
(i) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or
(ii) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants
Act 1967.
No alternate director shall be appointed as a member of the Audit Committee. The members of the Audit Committee shall
select a Chairman from among their numbers who shall be an Independent Director.
If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of
members is reduced below three, 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.
The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at least
once every three years to determine whether the Audit Committee and its members have carried out their duties in accordance
with their terms of reference.
38
ANNUAL REPORT 2007
Authority
The Audit Committee shall, in accordance with a procedure determined by the Board and at the cost of the Company:
3. Have full and unrestricted access to any information pertaining to the Company;
4. Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or
activity (if any);
6. Be able to convene meetings with the external auditors, excluding the attendance of the executive members of the Audit
Committee, whenever deemed necessary.
Functions
The functions of the Committee shall be to review:
2. With the external auditors, their evaluation of the system of internal controls;
5. The adequacy of the scope, functions and resources of the internal audit functions and that it has the necessary authority
to carry out its works;
6. The internal audit programme, processes, the results of the internal audit programme, processes or investigations
undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;
7. The quarterly results and year end financial statements, prior to the approval by the Board, focusing particularly on:
8. Any related party transactions that may arise within the Company or Group;
9. Any letter of resignation from the external auditors of the Company; and
10. To consider the nomination of a person or persons as auditors together with such other functions as may be agreed to by
the Audit Committee and the Board.
39
EcoFirst Consolidated Bhd (15379-V)
Meetings
Meetings shall be held not less than four (4) times a year. The external auditors may request a meeting if they consider that one
is necessary. The Chairman shall convene a meeting whenever any member of the Audit Committee requests for a meeting by
giving not less than three (3) clear days notice thereof unless such requirement is waived by all members. However, consent
from member that is overseas is not required. Written notice of the meeting together with the agenda shall be given to the
members of the Audit Committee.
In order to form a quorum in respect of a meeting of an Audit Committee, the majority of members present must be Independent
Directors and any decision shall be by a simple majority. The Chairman shall not have a casting vote.
Reporting procedure
The Secretary of the Committee shall circulate the minutes of meetings of the Committee to all members of the Board.
40
Do the right thing, at the
RIGHT TIME
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EcoFirst Consolidated Bhd (15379-V)
Directors’ Report
The directors submit their report and the audited financial statements of the Group and the Company for the financial year
ended 31 July 2007.
Principal activities
The principal activities of the Company consist of investment holding and provision of management services. The principal
activities of the subsidiaries are disclosed in Note 10 to the financial statements.
There have been no significant changes in the nature of these activities during the financial year.
Financial results
Group Company
RM’000 RM’000
Net loss for the year 34,701 8,011
Attributable to:
Equity holders of the Company 36,377 8,011
Minority interests (1,676) -
34,701 8,011
In the opinion of the directors, the results of the operations of the Group and the Company during the financial year have not
been substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
No dividend has been paid or declared by the Company since the end of the previous financial year. The directors also do not
recommend any dividend payment in respect of the current financial year.
Share options
No options have been granted by the Company to any persons during the financial year to take up unissued shares of the
Company.
42
ANNUAL REPORT 2007
The salient terms of the Warrants 2004/2009 and ESOS are disclosed in Note 23 to the financial statements.
Directors
The directors of the Company in office since the date of the last report are:
Directors’ interests
The interests in the Company and its related companies of those who were directors at the end of the financial year, as
recorded in the Register of Directors’ Shareholdings kept under Section 134 of the Companies Act, 1965, are as follows:
43
EcoFirst Consolidated Bhd (15379-V)
None of the other directors in office at the end of the financial year, had held shares or beneficial interest in shares of the
Company and its related companies during the financial year, according to the register required to be kept under Section 134
of the Companies Act, 1965.
Directors’ benefits
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than
a benefit included in the aggregate amount of emoluments received or due and receivable by the directors as shown in the
financial statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company
or a related corporation with the director or with a firm of which the director is a member, or with a company in which
the director has a substantial financial interest except for any benefit which may be deemed to have arisen by virtue of the
transactions between the Group and the Company and certain companies in which certain directors of the Company have
interests as disclosed in Note 31 to the financial statements.
There were no arrangements during or at the end of the financial year, which had the object of enabling directors to acquire
benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
(a) to ascertain that action had been taken in relation to the writing off of bad debts and the making of provision for doubtful
debts and had satisfied themselves that all known bad debts had been written off and that adequate provision had been
made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business had
been written down to their expected realisable values.
At the date of this report, the directors are not aware of any circumstances:
(a) which would render the amount written off for bad debts or the amount of the provision for doubtful debts in the
financial statements of the Group and the Company inadequate to any substantial extent;
(b) which would render the values attributed to current assets in the financial statements of the Group and the Company
misleading; and
(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and
the Company misleading or inappropriate.
44
ANNUAL REPORT 2007
(a) no item, transaction or event of a material and unusual nature has arisen which, in the opinion of the directors, would
substantially affect the results of the operations of the Group and the Company for the financial year in which this report
is made; and
(b) no charge has arisen on the assets of the Group and the Company which secures the liability of any other person nor
have any contingent liabilities arisen in the Group and the Company.
No contingent or other liability of the Group and 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 affect
the ability of the Group and the Company to meet their obligations as and when they fall due.
At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or the
financial statements, which would render any amount stated in the financial statements misleading.
Auditors
The auditors, Messrs Russell Bedford LC & Company, have indicated their willingness to continue in office.
45
EcoFirst Consolidated Bhd (15379-V)
Statement by Directors
The directors of ECOFIRST CONSOLIDATED BHD state that, in the opinion of the directors, the accompanying financial
statements are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicable Approved
Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of the financial
positions of the Group and the Company as at 31 July 2007 and of the results and the cash flows of the Group and the
Company for the year ended on that date.
Statutory Declaration
I, DATO’ (DR) TEOH SENG FOO, being the director primarily responsible for the financial management of ECOFIRST
CONSOLIDATED BHD, do solemnly and sincerely declare that to the best of my knowledge and belief, the accompanying
financial statements are correct, and I make this solemn declaration conscientiously believing the same to be true and by
virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the above named DATO’ (DR) TEOH SENG FOO at Subang Jaya in Selangor Darul Ehsan
on 15 November 2007.
Before me,
46
ANNUAL REPORT 2007
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our
opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not
assume responsibility to any other person for the content of this report.
We conducted our audit in accordance with Approved Standards on Auditing in Malaysia. These standards require that we
plan and perform the audit to obtain all the information and explanations, which we considered necessary to provide us
with sufficient evidence to give reasonable assurance that the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. An audit also
includes an assessment of the accounting principles used and significant estimates made by the directors, as well as evaluating
the overall adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable
basis for our opinion.
In our opinion:
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and the
applicable Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give a true and
fair view of:
(i) the financial positions of the Group and the Company as at 31 July 2007 and of the results and the cash flows of
the Group and the Company for the year ended on that date; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the
Group and the Company;
and
(b the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and
by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the
said Act.
We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of which we have not acted
as auditors, as indicated in Note 10 to the financial statements, being financial statements that are included in the Group’s
financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial
statements 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. The auditors’
reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment
(or any adverse comment) made under Subsection (3) of Section 174 of the Act.
Kuala Lumpur
15 November 2007
47
EcoFirst Consolidated Bhd (15379-V)
Income Statements
For The Year Ended 31 July 2007
Group Company
Note 2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Revenue 4 93,183 57,754 3,755 2,242
Cost of sales (80,715) (46,286) - (402)
Gross profit 12,468 11,468 3,755 1,840
Other operating income 2,298 2,668 3,041 2,066
Distribution costs (1,193) (254) - -
Administration expenses (13,879) (17,128) (5,138) (5,621)
Other operating expenses (20,619) (19,269) (5,169) (7,781)
Loss from operations (20,925) (22,515) (3,511) (9,496)
Finance costs (13,538) (13,189) (4,500) (4,992)
Share of profit of associate 807 506 - -
Loss before tax 5 (33,656) (35,198) (8,011) (14,488)
Income tax expense 6 (1,045) 6,157 - 7,269
Net loss for the year (34,701) (29,041) (8,011) (7,219)
Attributable to:
Equity holders of the Company (36,377) (28,795) (8,011) (7,219)
Minority interests 1,676 (246) - -
(34,701) (29,041) (8,011) (7,219)
48
ANNUAL REPORT 2007
Balance Sheets
As At 31 July 2007
Group Company
Note 2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Non current assets
Property, plant and equipment 8 80,134 75,958 634 871
Investment properties 9 308,582 308,456 - -
Investment in subsidiaries 10 - - 41,199 43,041
Investment in an associate 11 23,383 22,909 21,032 21,032
Other long term investments 12 6,873 10,805 4,530 8,461
Deferred tax assets 13 1,887 859 - -
Intangible asset 14 399 - - -
Goodwill on consolidation 15 839 841 - -
422,097 419,828 67,395 73,405
Current assets
Inventories 16 3,427 2,884 - -
Property development costs 17 87,598 105,556 - -
Trade receivables 18 54,670 52,864 - -
Amount due from subsidiaries 20 - - 309,173 298,853
Other receivables, deposits and prepayments 21 10,449 11,328 4,243 3,636
Tax recoverable 172 172 - -
Fixed deposits with licensed banks 22 1,422 7,350 1,264 7,227
Cash and bank balances 2,715 2,111 653 473
160,453 182,265 315,333 310,189
Total assets 582,550 602,093 382,728 383,594
At 31 July 2006 325,074 295,727 7,111 (2,905) (318,229) 306,778 27,979 334,757
Exchange differences on
translation of financial
statements of foreign
subsidiaries - - - (676) - (676) 905 229
Subscription of shares in
subsidiaries - - - - - - 442 442
Realisation of reserves on
disposal of equity shares
included under other long
term investments - - (2,713) - 2,931 218 - 218
Net (loss)/gain not recognised in
income statement - - (2,713) (676) 2,931 (458) 1,347 889
Statements of Changes in Equity
At 1 August 2006
As previously reported 325,074 295,727 155,397 (478,893) 297,305
Effect of adopting FRS 127 - - (155,397) - (155,397)
As restated 325,074 295,727 - (478,893) 141,908
Net loss for the year - - - (8,011) (8,011)
At 31 July 2007 325,074 295,727 - (486,904) 133,897
ANNUAL REPORT 2007
51
EcoFirst Consolidated Bhd (15379-V)
52
ANNUAL REPORT 2007
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Cash flows from/(used in) investing activities
Net dividends received 15 445 670 579
Interest received 164 125 1,215 1,186
Deposits received for proposed disposal of a subsidiary 6,160 - 6,160 -
Proceeds from disposal of
- other long term investments 5,679 7,402 5,679 7,180
- property, plant and equipment 73 138 73 6
Proceeds from partial disposal of shares in subsidiaries - 1,700 - 1,700
Redemption of preference shares by a subsidiary - - 2,580 2,175
Purchase of
- additional shares in existing and new subsidiaries - - (738) (1,396)
- investment properties (126) - - -
- trademark licence (399) - - -
- property, plant and equipment (8,135) (15,513) (53) (330)
Net cash from/(used in) investing activities 3,431 (5,703) 15,586 11,100
Cash flows from/(used in) financing activities
Conversion of bank overdrafts to term loans 17,104 - 17,104 -
Repayments of revolving credits - net (1,413) (5,287) (1,772) (3,891)
Interest paid (9,484) (7,131) (4,500) (4,166)
Increase in fixed deposits pledged (70) (37) (35) (40)
Advances to subsidiaries - - (11,123) (5,997)
Advances from an associate 30 - 30 -
Repayments of hire purchase liabilities (170) (378) (162) (195)
Proceeds from issue of shares to minority
shareholders of subsidiaries 445 1,000 - -
Proceeds from term loans 1,000 2,500 - -
Repayments of term loans (2,545) (4,337) - (3,011)
Net cash from/(used in) financing activities 4,897 (13,670) (458) (17,300)
Net increase in cash and cash equivalents 10,243 4,966 9,895 5,030
Effects of exchange rate changes (19) (963) - -
Cash and cash equivalents at beginning of year (11,575) (15,374) (12,740) (17,770)
Foreign exchange differences on opening cash and
cash equivalents 97 (204) - -
Cash and cash equivalents at end of year (1,254) (11,575) (2,845) (12,740)
53
EcoFirst Consolidated Bhd (15379-V)
54
ANNUAL REPORT 2007
There have been no significant changes in the nature of these activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the main
board of Bursa Malaysia Securities Berhad.
The registered office is located at 17th Floor, Menara Summit, Persiaran Kewajipan USJ 1, 47600 UEP Subang Jaya,
Selangor Darul Ehsan.
The principal place of business is located at 17th Floor, Menara Summit, Persiaran Kewajipan USJ 1, 47600 UEP Subang
Jaya, Selangor Darul Ehsan.
The financial statements were approved and authorised for issue by the board of directors on 15 November 2007.
In the preparation of the financial statements, the Directors are required to make estimates and assumptions that affect
the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of financial
statements and the reported amounts of revenues and expenses during the financial year. Actual results could differ from
those estimates.
Estimates and judgements are continually evaluated by the directors and are based on historical experience and other
factors, including expectations of future events that are believed to be reasonable under the circumstances.
In the process of applying the Group’s accounting policies, which are described below, management is of the opinion
that there are no instances of application of judgement which are expected to have a significant effect on the amounts
recognised in the financial statements.
Management believes that there are no key assumptions made concerning the future, and other key sources of estimation
uncertainty at the balance sheet date, that have a significant risk of causing a material adjustment to the carrying amounts
of assets and liabilities within the next financial year.
At the beginning of the current financial year, the Group had adopted new and revised Financial Reporting Standards
(“FRSs”) which are mandatory for financial periods beginning on or after 1 January 2006.
The adoption of the new and revised FRSs does not result in significant changes in accounting policies of the Group and
the Company other than as follows:
The adoption of FRS 101 Presentation of Financial Statements has affected the presentation of minority interest and
other disclosures in the financial statements of the Group. In the Group’s balance sheet, minority interest is now
presented within total equity. In the Group’s income statement, minority interest is presented as an allocation of
the total profit or loss for the year. A similar requirement is also applicable to the statement of changes in equity.
FRS 101 also requires disclosure, on the face of the statement of changes in equity, total recognised income and
expenses for the year, showing separately the amounts attributable to equity holders of the Company and to
minority interest.
55
EcoFirst Consolidated Bhd (15379-V)
Prior to 1 August 2006, the Group’s share of taxation of associates was included as part of the Group’s income tax
expense in the consolidated income statement. Upon the adoption of FRS 101, the share of taxation of associates
is now included in the shares of profit or loss reported in the consolidated income statement before arriving at the
Group’s profit or loss before tax.
These changes in presentation have been applied retrospectively and certain comparatives have been restated as
mentioned in Note 38. These changes in presentation have no impact on the Group’s financial statements.
(ii) FRS 3 Business Combinations, FRS 136 Impairment of Assets and FRS 138 Intangible Assets
Prior to 1 August 2006, goodwill was amortised over its economic useful life of not more than 20 years. The
adoption of FRS 3 and FRS 136 has resulted in the Group ceasing annual goodwill amortisation. Goodwill is now
carried at cost less accumulated impairment losses and is tested for impairment annually, or more frequently if
events or changes in circumstances indicate that it might be impaired.
In accordance with the transitional provisions of FRS 3, the Group has applied the revised accounting policy
for goodwill prospectively from 1 August 2006. The transitional provisions of FRS 3 also required the Group
to eliminate the carrying amount of the accumulated amortisation at 1 August 2006 amounting to RM768,000
against the carrying amount of goodwill. The net carrying amount of goodwill as at 1 August 2006 of RM841,000
ceased to be amortised thereafter.
Accordingly to the transitional provisions of FRS 3, the Group has also ceased to include annual amortisation of
goodwill included in the carrying amount of investment in associates in the determination of the Group’s share of
profits or losses of associates. The net carrying amount of goodwill included in investment in an associate as at 1
August 2006 was RM7,808,000.
Because the revised accounting policy has been applied prospectively, the change has had no impact on amounts
reported for 2006 and prior periods.
Prior to 1 August 2006, the Company’s cost of investment in certain subsidiaries was stated at valuation. In
accordance with the provisions of FRS 127, investment in subsidiaries is now stated at cost less impairment losses.
The adoption of FRS 127 resulted in a prior year adjustment to the Company’s financial statements, the effects of
which are as follows:
As at
1 August 2006
RM’000
Decrease in investment in subsidiaries (155,397)
Decrease in revaluation reserve 155,397
Prior to 1 August 2006, investment properties were carried at market value determined by independent valuers at
least once every five years and any revaluation increase is taken to equity as a revaluation surplus. The investment
properties were last revalued in 2006. Upon the adoption of FRS 140, investment properties are now stated at fair
value and gains or losses arising from changes in the fair values of investment properties are recognised in income
statement in the period in which they arise.
The Group has applied FRS 140 in accordance with the transitional provisions.The change in accounting policy
has had no impact on amounts reported for 2006 and prior periods.
There were no effects on the consolidated income statement for the year ended 31 July 2007 and the Company’s
56 financial statements.
ANNUAL REPORT 2007
(i) FRS 117 Leases (effective for annual periods beginning on or after 1 October 2006). This standard will affect the
classification of leases of land and buildings. Leases of land and buildings are classified as operating or finance
leases in the same way as leases of other assets and the land and buildings elements of a lease of land and
buildings are considered separately for the purposes of lease classification. Leasehold land held for own use is
classified as operating lease and where necessary, the minimum lease payments or the up front payments made
are allocated between the land and the buildings elements in proportion to the relative fair values for leasehold
interests in the land element and buildings element of the lease at the inception of the lease. The upfront payment
represents prepaid lease payments and are amortised on a straight line basis over the lease term. The Group will
apply this standard from financial period beginning 1 August 2007.
(ii) FRS 124 Related Party Disclosure (effective for annual periods beginning on or after 1 October 2006). This standard
will affect the identification of related parties and some other related party disclosures. The Group will apply this
standard from financial period beginning 1 August 2007.
(iii) FRS 139 Financial Instruments: Recognition and Measurement (effective date yet to be determined by MASB). This
new standard establishes principles for recognising and measuring financial assets, financial liabilities and some
contracts to buy and sell non-financial items. Hedge accounting is permitted only under strict circumstances. The
Group will apply this standard when effective.
The financial statements are presented in Ringgit Malaysia (“RM”) and all values are rounded to the nearest
thousand (RM’000) except when otherwise indicated.
The financial statements of the Group and the Company have been prepared under the historical cost convention and
any other bases described in the significant accounting policies as summarised below.
Basis of consolidation
The consolidated financial statements include the financial statements of the Company and all its subsidiaries listed
under Note 10 made up to the end of the financial year. The financial statements of subsidiaries are included in the
consolidated financial statements from the date that control effectively commences until the date that control effectively
ceases. Subsidiaries are consolidated using the acquisition method of accounting.
All significant inter company transactions, balances and unrealised gains on transactions between group companies are
eliminated; unrealised losses are also eliminated unless cost cannot be recovered. Where necessary, accounting policies
for subsidiaries have been changed to ensure consistency with the policies adopted by the Group.
Minority interests in the consolidated balance sheet consist of the minorities’ share of the fair value of the identifiable
assets and liabilities of the acquiree as at acquisition date and the minorities’ share of movements in the acquiree’s equity
since then.
57
EcoFirst Consolidated Bhd (15379-V)
Revenue from sale of goods is measured at the fair value of the consideration receivable and is recognised in the income
statement upon delivery of goods and when the risks and rewards of ownership has passed to the customers.
Revenue from management and production services rendered is recognised in the income statement when the services
are rendered.
Revenue from property of development is recognised in accordance with the accounting policy disclosed under
‘development property and costs’.
Revenue relating to construction contracts is recognised in accordance with the accounting policy disclosed under
‘construction contracts’.
Dividend income is recognised when the shareholder’s right to receive payment is established.
Interest income is recognised as it accrues (taking into account the effective yield on the asset) unless collectibility is in
doubt.
Foreign currencies
Transactions in foreign currencies are converted into Ringgit Malaysia at rates of exchange ruling at the transaction dates.
Monetary assets and liabilities in foreign currencies at the balance sheet date are translated into Ringgit Malaysia at rates
of exchange ruling at that date, unless hedged by forward foreign exchange contracts, in which case the rates specified
in such forward contracts are used. All exchange differences are recognised in the income statement.
Income and expense items of foreign subsidiaries are translated into Ringgit Malaysia at average rates of exchange for
the period while assets and liabilities, both monetary and non monetary, are translated at the rates of foreign exchange
ruling at the balance sheet date. All exchange differences arising therefrom are taken to foreign exchange translation
reserve account.
The principal exchange rates for every unit of foreign currency ruling at balance sheet date used are as follows:
2007 2006
RM RM
United States Dollar (“USD”) 3.46 3.64
Solomon Islands Dollar (“SBD”) 0.44 0.47
Indian Rupee (“INR”) 0.0853 0.0769
Employee benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which
the associated services are rendered by employees of the Group and the Company. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered by employees that
increase their entitlement to future compensated absences. Short term non accumulating compensated absences
such as sick leave are recognised when the absences occur.
Obligations for contributions to defined contribution plans such as Employees Provident Fund are recognised as
an expense in the income statement as incurred.
58
ANNUAL REPORT 2007
The share option programme allows Group employees to acquire shares of the Company. In accordance with the
transitional provisions of FRS 2, no compensation cost or obligation is recognised as the equity instruments under
the ESOS were granted on or before 31 December 2004. When the options are exercised, equity is increased by
the amount of the proceeds received.
Income tax
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of
income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been
enacted at the balance sheet date.
Deferred tax is provided for, using the ‘liability’ method, on temporary differences at the balance sheet date between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax
liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all deductible
temporary differences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be
available against which the deductible temporary differences, unused tax losses and unused tax credits can be utilised.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability
settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is
recognised in the income statement, except when it arises from a transaction which is recognised directly in equity, in
which case the deferred tax is also charged or credited directly in equity.
Impairment of assets
The carrying amount of assets, other than deferred tax assets, inventories, property development costs, assets arising from
construction contracts, and financial assets (other than investments in subsidiaries and associates and other long term
investments), are reviewed at each balance sheet date to determine whether there is any indication of impairment. If any
such indication exists, the asset’s recoverable amount is estimated and an impairment loss is recognised whenever the
recoverable amount is less than the carrying amount of the asset.
The impairment loss is recognised in the income statement immediately except for the impairment on a revalued asset
where the impairment loss is recognised directly against the revaluation reserve account to the extent of the surplus
credited from the previous revaluation for the same asset with the excess of the impairment loss charged to the income
statement.
All reversals of an impairment loss are recognised as income immediately in the income statement except for the reversal
of an impairment loss on a revalued asset where the reversal of the impairment loss is treated as a revaluation increase
and credited to the revaluation reserve account of the same asset.
The impairment loss in respect of goodwill is not reversed unless the loss was caused by a specific external event of an
exceptional nature that is not expected to recur, and subsequent external events have occurred that reverse the effect of
the specific event. In respect of other assets, an impairment loss is reversed if there has been a change in estimates used
to determine the recoverable amount.
An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carrying amount
that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised.
Property, plant and equipment are stated at cost or valuation less accumulated depreciation and accumulated impairment
losses, if any.
Gain and loss arising from the disposal of an asset is determined as the difference between the net disposal proceeds and
the carrying amount of the asset and is recognised in the income statement.
59
EcoFirst Consolidated Bhd (15379-V)
Land and buildings (other than those owned by a foreign subsidiary which are subject to regulatory restriction) are
revalued at a regular interval of at least once in every five years with additional valuations in the intervening years where
market conditions indicate that the carrying values of the revalued land and buildings materially differ from the market
values.
An increase arising from revaluation is credited to equity as revaluation surplus. Any decrease arising is first offset against
the revaluation surplus on an earlier valuation in respect of the same property and thereafter charged to the income
statement.
A revaluation increase is recognised as income to the extent that it reverses a revaluation decrease of the same property
previously charged as an expense. Upon the disposal of revalued assets, the amounts in revaluation reserve relating to
those assets are transferred directly to retained profits.
Depreciation on all other property, plant and equipment is calculated on a straight line basis at the following annual
rates based on their estimated useful lives:
Freehold buildings 20 - 50 years
Long term leasehold properties
(leasehold land and buildings and leasehold plantations) 50 - 99 years
Logponds and roadworks 5 years
Machinery, equipment and vehicles 3 - 10 years
Replanting expenditure is charged to the income statement in the year in which the expenditure is incurred.
Net planting expenditure incurred on land clearing and upkeep of trees to maturity is capitalised under leasehold
plantation and upon maturity is amortised by equal instalments over the remaining period of the lease.
Plantation development expenditure represents area expansion of oil palm cultivation, providing technical knowledge
and training to farmers and providing infrastructural support for the existing farmers is amortised based on the benefits
expected to be derived out of such plantations, which is estimated at about 20 years from the maturity of plantations.
Land held for property development consists of land where no development activities have been carried out or
where development activities are not expected to be completed within the normal operating cycle. Such land is
classified within non current and is stated at cost less any impairment losses.
Land held for property development is reclassified as property development costs at the point when development
activities have commenced and where it can be demonstrated that the development activities can be completed
within the normal operating cycle.
Property development costs comprise all costs that are attributable to development activities or that can be
allocated on a reasonable basis to such activities.
When the financial outcome of a development activity can be reliably estimated, property development revenue
and expenses are recognised in the income statement by using the stage of completion method. The stage of
completion is determined by the proportion that property development costs incurred for work performed to date
bear to the estimated total property development costs.
60
ANNUAL REPORT 2007
Any expected loss on a development project, including costs to be incurred over the defects liability period, is
recognised as an expense immediately.
Property development costs not recognised as an expense is recognised as an asset, which is measured at the lower
of cost and net realisable value.
The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued
billings under trade receivables and the excess of billings to purchasers over revenue recognised in the income
statement is classified as progress billings under trade payables.
Investment properties
Investment properties are properties which are held either to earn rental income or for capital appreciation or for both.
Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment
properties are stated at fair value. Fair value is arrived at by reference to market evidence of transaction prices for
similar properties and is performed by registered independent valuers having an appropriate recognised professional
qualification and recent experience in the location and category of the properties having valued.
A gain or loss arising from a change in the fair value of investment properties is recognised in income statement for the
period in which it arises.
A property interest under an operating lease is classified and accounted for as an investment property on a property by
property basis when the Group holds it to earn rentals or for capital appreciation or both. Any such property interest
under an operating lease classifies as an investment property is carried at fair value.
Investment properties are derecognised when either they have been disposed of or when the investment property is
permanently withdrawn from use and no future economic benefit is expected from its disposal. Any gains or losses on
the retirement or disposal of an investment property are recognised in profit or loss in the year in which they arise.
Investment in subsidiaries
Subsidiaries are those companies controlled by the Company. Control exists when the Company has the power, directly
or indirectly, to govern the financial and operating policies of a company so as to derive benefits from its activities. The
existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing
whether the Group has such power over another entity.
An associate is a company in which the Group or the Company has significant influence and which is neither a subsidiary
nor a joint venture of the Group or the Company.
The Company’s investment in associates is stated at cost less impairment losses, if any.
The Group’s investment in associates is accounted for under the equity method of accounting based on the audited or
management financial statements of the associates made up to the balance sheet date. Under this method of accounting,
the Group’s interest in the post acquisition profit of the associates is included in the consolidated results while dividend
received is reflected as a reduction of the investment in the consolidated balance sheet.
Unrealised gains on transactions between the Group and its associates are eliminated to the extent of the Group’s
interest in the associates; unrealised losses are also eliminated unless the transaction provides evidence on impairment
of the asset transferred. Where necessary, in applying the equity method, adjustments have been made to the financial
statements of associates to ensure consistency of accounting policies with the Group.
61
EcoFirst Consolidated Bhd (15379-V)
Other long term investments in quoted and unquoted corporations are stated at cost less impairment losses, if any.
Intangible assets
Intangible assets including trademark licence acquired separately are measured on initial recognition at cost. Following
initial recognition, intangible assets are carried at cost less any accumulated amortisation and any accumulated
impairment losses. The useful lives of intangible assets are assessed to be either finite or indefinite. Intangible assets with
finite lives are amortised on a straight line basis over the estimated economic useful lives and assessed for impairment
whenever there is an indication that the intangible assets may be impaired. The amortisation period and the amortisation
method for an intangible asset with a finite useful life are reviewed at least at each balance sheet date.
Intangible assets with indefinite useful lives are not amortised but tested for impairment annually or more frequently if
the events or changes in circumstances indicate that the carrying value may be impaired either individually or at the cash
generating unit level. The useful life of an intangible asset with an indefinite life is also reviewed annually to determine
whether the useful life assessment continues to be supportable.
Goodwill/Reserve on consolidation
Goodwill arising on acquisition represents the excess of the cost of the acquisition over the Group’s interest in the fair
values of the net identifiable assets acquired. Goodwill arising on the acquisition of subsidiaries is presented separately
in the balance sheet while goodwill arising on the acquisition of associates is included within the carrying amount of
investment in associates.
Following the initial recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not
amortised but instead, it is reviewed for impairment, annually, or more frequently if events or changes in circumstances
indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity include the carrying
amount of goodwill relating to the entity sold.
Reserve arising from consolidation represents the excess of the sum of the fair values of the identifiable net assets of the
subsidiaries acquired over the purchase consideration as at the date of acquisition and is recognised immediately in the
income statement.
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost of inventories is determined on the weighted
average basis except for properties held for sale where the specific identification basis is used. Net realisable value
represents the estimated selling prices less all estimated costs to completion and costs to be incurred in marketing,
selling and distribution.
Costs of raw materials and consumables comprise the cost of purchase plus the cost of bringing the inventories to their
present location and condition. Costs of finished goods comprise the cost of raw materials used, direct labour, other
direct costs and appropriate production overheads.
Where the outcome of a construction contract can be reliably estimated, contract revenue and contract costs are
recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion
is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total
contract costs.
Cost includes direct materials, labour, sub contract sum and attributable overheads paid or payable to date. When it
is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense
immediately.
62
ANNUAL REPORT 2007
Amount due from customers for construction contracts is the net amount of costs incurred plus recognised profits less
the sum of recognised losses and progress billings for all contracts in progress for which costs incurred plus recognised
profits (less recognised losses) exceed progress billings.
Amount due to customers for construction contracts is the net amount of costs incurred plus recognised profits less
the sum of recognised losses and progress billings for all contracts in progress for which progress billings exceed costs
incurred plus recognised profits (less recognised losses).
Leases
Assets acquired under leases which transfer substantially all the risks and rewards incident to ownership of the assets are
capitalised under property, plant and equipment. The assets and the correspondence lease obligations are recorded at
their fair values or, if lower, at the present value of the minimum lease payments of the leased assets at the inception of
the respective leases.
Finance costs, which represent the difference between the total lease commitments and the fair values of the assets
acquired, are charged to the income statement over the term of the relevant lease periods so as to give a constant
periodic rate of charge on the remaining balance of the obligations for each accounting period.
All other leases which do not meet such criteria are classified as operating leases. Lease payments under operating leases
are recognised as an expense in the income statement on a straight line basis over the terms of the relevant lease.
Plant and equipment acquired under hire purchase arrangements are capitalised in the financial statements and the
corresponding obligations treated as liabilities. Finance charges are allocated to the income statement to give a constant
periodic rate of interest on the remaining hire purchase liabilities.
Provisions
A provision is recognised when a present legal or constructive obligation exists as a result of a past event and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a
reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to reflect
the current best estimate. Where the effect of the time value of money is material, the amount of a provision is the present
value of the expenditure expected to be required to settle the obligation.
Financial instruments
Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual
provisions of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual arrangement.
Interest, dividends and gains and losses relating to a financial instrument classified as a liability, are reported as expense
or income.
Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments
are offset when the Group has legal enforceable right to offset and intends to settle either on a net basis or realise the
asset and settle the liability simultaneously.
(i) Receivables
Receivables are carried at anticipated realisable value. All known bad debts are written off and specific provisions
are made for debts that are considered to be doubtful with regards to collection. In addition, general provisions
are made to cover possible debts which are not specifically identified.
63
EcoFirst Consolidated Bhd (15379-V)
(ii) Payables
Payables are carried at cost which is the fair value of the consideration to be paid in the future for goods and
services received.
Interest bearing borrowings are recorded at the amount of proceeds received, net of transaction costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets, which are
assets that necessarily take a substantial period of time to get ready for their intended use or sale, are capitalised as
part of the cost of those assets, until such time as the assets are substantially ready for their intended use or sale.
All other borrowing costs are recognised as an expense in the income statement in the period in which they are
incurred.
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in
which they are approved for payment.
Cash equivalents are short term, highly liquid investments that are readily convertible to known amount of cash and
which are subject to insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash
equivalents are presented net of bank overdrafts and pledged fixed deposits.
4. Revenue
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Construction income 45,417 16,578 - -
Dividends 17 151 784 839
Property development 2,764 - - -
Sale of goods 36,476 31,257 - -
Services 8,509 9,768 2,971 1,403
93,183 57,754 3,755 2,242
64
ANNUAL REPORT 2007
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Loss before tax is arrived at after charging:
Amortisation of goodwill - 864 - -
Auditors’ remuneration
- auditors of the Company 105 102 35 35
- other auditors 40 62 - 5
Depreciation 3,947 3,990 283 365
Directors’ estimated cash value of benefits in kind 23 35 23 35
Directors’ fees 171 136 171 136
Directors’ other emoluments
- directors of the Company 751 880 751 880
Impairment losses on
- investment in associate - 4,617 - 4,331
- property, plant and equipment - 542 - -
- property development costs 16,000 - - -
Interest expense
- bank overdrafts 2,007 1,770 1,981 1,770
- hire purchase 38 48 4 16
- others 67 830 16 814
- revolving credits 1,368 1,367 1,320 1,367
- term loans 10,058 9,174 1,179 1,025
Loss on foreign exchange
- realised 8 381 186 185
- unrealised 3 93 3 93
Loss on disposal of
- property, plant and equipment - 7 - 5
- other long term investments - 673 - 822
Plant and equipment written off 1,004 14 7 -
Provision for doubtful debts - 9,723 - 7
Provision for liquidated ascertained damages 396 - - -
Profit guarantee liabilities 5,169 3,364 5,169 3,364
Rental of
- premises 589 348 122 221
- equipment 38 3 8 3
- motor vehicles 56 14 56 14
Staff costs 5,372 4,353 1,380 1,096
65
EcoFirst Consolidated Bhd (15379-V)
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
And crediting:
Gross dividend income
- Malaysian
- quoted investment in an associate - - 412 412
- other unquoted investments 5 5 5 5
- other quoted investments 3 4 3 4
- Foreign
- unquoted investment in subsidiary - - 355 276
- other quoted investments 9 142 9 142
Gain on disposal of
- property, plant and equipment 73 51 73 4
- subsidiaries - - - 867
- other long term investments 1,748 568 1,748 488
Interest income from
- fixed deposits 90 45 80 45
- sundry receivables 74 80 74 80
- subsidiaries - - 1,061 1,061
Reversal of impairment loss on other long term
investments - 350 - 259
The number of directors of the Company where total remuneration during the financial year falls within the following
bands is analysed as follows:
Group
2007 2006
RM’000 RM’000
Executive directors:
RM50,000 to RM100,000 - 1
RM100,001 to RM150,000 - 1
RM150,001 to RM200,000 - 1
RM300,001 to RM350,000 1 -
RM400,001 to RM450,000 1 -
RM550,001 to RM600,000 - 1
Non executive directors:
Below RM50,000 4 7
RM50,000 to RM100,000 1 -
66
ANNUAL REPORT 2007
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Estimated income tax payable
- current (497) (364) - -
- over provision in prior years - 7,219 - 7,269
Estimated deferred tax (Note 13)
- current (735) (707) - -
- over provision in prior years 187 9 - -
(1,045) 6,157 - 7,269
In respect of current year:
Malaysian income tax - - - -
Foreign tax (497) (364) - -
(497) (364) - -
Deferred tax (Note 13) (735) (707) - -
(1,232) (1,071) - -
Over provision in respect of prior years:
Malaysian income tax - 7,203 - 7,269
Foreign tax - 16 - -
Deferred tax (Note 13) 187 9 - -
187 7,228 - 7,269
(1,045) 6,157 - 7,269
A reconciliation of income tax expense applicable to loss before tax at the statutory income tax rate to income tax
expense at the effective income tax rate is as follows:
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Loss before tax (33,656) (35,198) (8,011) (14,488)
Income tax using Malaysian tax rate of 27% 9,087 9,855 2,163 4,057
(2006: 28%)
Expenses not deductible for tax purposes (8,745) (8,934) (3,298) (3,816)
Income not subject to tax 1,355 496 1,135 496
Share of profit of an associate 218 142 - -
Effects of difference in tax rates in foreign - 520 - -
jurisdiction
Deferred tax assets not recognised (3,147) (3,150) - (737)
Over provision in prior years
- income tax - 7,219 - 7,269
- deferred tax 187 9 - -
Income tax expense for the year (1,045) 6,157 - 7,269
67
EcoFirst Consolidated Bhd (15379-V)
Group
2007 2006
RM’000 RM’000
Net loss attributable to ordinary shareholders (36,377) (28,795)
’000 ’000
Weighted average number of ordinary shares 650,148 650,148
Basic loss per ordinary share (sen) (5.60) (4.43)
There is no dilution in the loss per share of the Company as the average market value of the Company’s ordinary
shares during the financial year was lower than the exercise price of the outstanding ESOS and Warrants 2004/2009.
Accordingly there would be no conversion of these outstanding instruments for the purposes of calculating the fully
diluted loss per share.
68
Long term Long term Freehold Machinery,
Freehold leasehold leasehold buildings Logponds equipment Long term Plantation
land (at land (at land (at (at and and leasehold development
Group valuation) valuation) cost) valuation) roadworks vehicles plantation expenditure Total
2007 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost (unless
otherwise
indicated)
At beginning of year 7,735 3,397 3,494 4,020 3,324 41,750 23,273 8,062 95,055
Additions - - 34 70 - 2,214 4,881 1,358 8,557
Disposals - - - - - (654) - - (654)
Write offs - - - - - (364) - (986) (1,350)
Foreign exchange
adjustment 838 - (223) 435 (212) 1,559 (1,486) 873 1,784
8. Property, plant and equipment
At end of year 8,573 3,397 3,305 4,525 3,112 44,505 26,668 9,307 103,392
Accumulated
depreciation
At beginning of year - - 316 848 248 15,747 - 1,396 18,555
Charge for the year - - 381 145 42 3,468 - 333 4,369
Disposals - - - - - (654) - - (654)
Write offs - - - - - (346) - - (346)
Foreign exchange
adjustment - - (20) 92 (16) 585 - 151 792
At end of year - - 677 1,085 274 18,800 - 1,880 22,716
Accumulated
impairment
losses
At beginning of year/
end of year - 542 - - - - - - 542
69
70
Long term
Long term Long term Freehold leasehold Machinery,
Freehold leasehold leasehold buildings buildings Logponds equipment Long term Plantation
land (at land (at land (at (at (at and and leasehold development
Group valuation) valuation) cost) valuation) valuation) roadworks vehicles plantation expenditure Total
31 July 2007
2006 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Cost (unless
otherwise
indicated)
At beginning of year 2,552 4,120 1,750 4,507 2,480 3,679 36,128 21,441 7,482 84,139
Revaluation 5,415 (203) - (92) - - - - - 5,120
Additions - - 1,913 14 - - 8,589 3,853 1,259 15,628
Disposals - (520) - - (2,480) - (447) - - (3,447)
EcoFirst Consolidated Bhd (15379-V)
Accumulated
depreciation
At beginning of year - 28 275 787 132 226 13,660 - 1,215 16,323
Charge for the year - - 67 133 - 44 3,570 - 291 4,105
Disposals - (28) - - (132) - (353) - - (513)
Write offs - - - - - - (75) - - (75)
Foreign exchange
adjustment - - (26) (72) - (22) (1,055) - (110) (1,285)
At end of year - - 316 848 - 248 15,747 - 1,396 18,555
Accumulated
impairment
losses
Notes to the Financial Statements (continued)
2006
Cost
At beginning of year 4,484
Additions 330
Disposals (183)
At end of year 4,631
Accumulated depreciation
At beginning of year 3,571
Charge for the year 365
Disposals (176)
At end of year 3,760
Net book value
At 31 July 2006 871
(i) Certain property, plant and equipment of the Group with aggregate carrying amount of RM33.8 million (2006:
RM40.0 million) have been charged as collaterals to secure the banking facilities referred to in Note 26;
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Income statement 3,947 3,990 283 365
Long term leasehold plantation 422 115 - -
4,369 4,105 283 365
Revaluation
The properties of the Group were revalued by the directors on 31 July 2006 based on independent valuations using the
market value basis carried out by the following professional valuers:
(i) Mr Sidsapesan Sittampalam, a registered valuer with PPC International Sdn Bhd; and
(ii) P.S. Shankar Rao, a registered valuer with Er P.S. Shankar Rao in India.
Had these properties been carried at historical cost, the net book value of these assets that would have been
included in the financial statements of the Group would have been as follows:
Group
2007 2006
RM’000 RM’000
Freehold - land 1,912 1,725
- buildings 3,440 3,660
Long term leasehold land 2,855 2,901
9. Investment properties
Group
2007 2006
RM’000 RM’000
Long term leasehold retail units, commercial space and car park bays, at cost
At beginning of year 428,272 428,272
Additions 126 -
Effect of adopting FRS 140 (119,816) (119,816)
At end of year 308,582 308,456
72
ANNUAL REPORT 2007
Fair value of investment properties of the Group were stated by the directors based on professional valuations carried out
by Mr Long Tian Chek, a registered valuer with Henry Butcher Malaysia Sdn Bhd in August 2006 using the market value
basis.
74
ANNUAL REPORT 2007
The financial statements of subsidiaries indicated by * are not audited by Russell Bedford LC & Company.
(i) the following subsidiaries issued new shares to their respective minority shareholders as follows:
In the previous financial year, the Company disposed of 49% equity interest in EcoFirst Fibaloy Sdn Bhd (formerly known
as EcoMas Fibres Sdn Bhd) for a consideration of RM1,700,000 resulting in a reduction in its equity holding to 51%.
75
EcoFirst Consolidated Bhd (15379-V)
Group
2007 2006
RM’000 RM’000
Share of net tangible assets 32,669 32,368
Share of goodwill and other intangible assets 8,184 8,011
Unamortised premium on acquisition 7,808 7,808
48,661 48,187
Less: Impairment losses (25,278) (25,278)
23,383 22,909
SEG International Bhd Malaysia 89,093 25.7% 26.1% Investment holding and provision of
education services and related
management consultancy and
business advisory services
Quoted shares in the associate are pledged as follows:
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Secured advances included under other payables and
accruals (Note 29) 790 790 790 790
Secured borrowings (Note 26) 17,182 17,191 15,040 15,314
Profit guarantee liabilities (Note 29) 4,928 4,928 4,928 4,928
22,900 22,909 20,758 21,032
76 The financial statements of the associate are not audited by Russell Bedford LC & Company.
ANNUAL REPORT 2007
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Equity shares quoted, at cost
- Malaysia 37,504 44,563 12,300 16,240
- foreign 198 189 198 189
Unquoted shares at cost 16,148 16,148 16,110 16,110
53,850 60,900 28,608 32,539
Group
2007 2006
RM’000 RM’000
Tax effects of unabsorbed capital allowances and unutilised tax losses 1,887 859
The unused tax losses and unused tax credits are available indefinitely for offset against future taxable profit of the
Company in which those items arose.
Deferred tax assets have not been recognised in respect of the following temporary differences:
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Tax effects of:
Unabsorbed capital allowances and unutilised tax losses 10,947 10,770 2,701 2,821
Provision for doubtful debts 3,204 3,093 - -
14,151 13,863 2,701 2,821
Portion of the unabsorbed capital allowances and unutilised tax losses have not been recognised as it is not probable
that taxable profit will be available in the foreseeable future to utilise these unused tax credits and unused tax losses.
Accumulated amortisation
At beginning of year/end of year - -
78
ANNUAL REPORT 2007
16. Inventories
Group
2007 2006
RM’000 RM’000
Raw materials 1,680 1,981
Finished goods 358 50
Spares and supplies 1,389 853
3,427 2,884
Spares and supplies and raw materials with a carrying value of RM2,161,000 (2006: RM2,061,000) are charged as
collateral for one of the banking facilities referred to in Note 26.
Group
2007 2006
RM’000 RM’000
At beginning of year
Long term leasehold land 103,046 103,046
Development costs 107,670 107,506
210,716 210,552
79
EcoFirst Consolidated Bhd (15379-V)
Group
2007 2006
RM’000 RM’000
Costs recognised in income statement:
At beginning of year (44,930) (44,930)
Recognised during the year (1,974) -
At end of year (46,904) (44,930)
Accumulated expected losses:
At beginning of year (60,230) (60,230)
Expected loss for the year (16,000) -
At end of year (76,230) (60,230)
Property development costs at 31 July 87,598 105,556
Property development costs of the Group with carrying value of RM87.6 million (2006: RM105.6 million) have been
charged as collaterals to secure the banking facilities as referred to in Note 26.
Group
2007 2006
RM’000 RM’000
Trade receivables 56,001 52,451
Accrued billings for property development 1,958 1,958
Amount due from a contract customer (Note 19) 15,261 17,005
73,220 71,414
Less: Provision for doubtful debts (18,550) (18,550)
54,670 52,864
Group
2007 2006
RM’000 RM’000
Costs incurred to date 44,353 30,712
Add: Attributable profits 3,829 1,213
Work in progress 48,182 31,925
Less: Progress billings received and receivable (32,921) (14,920)
Amount due from a contract customer (Note 18) 15,261 17,005
80
ANNUAL REPORT 2007
Company
2007 2006
RM’000 RM’000
The amount due from subsidiaries
- interest free 54,305 54,617
- bears interest at the rate of 1% per annum (2006: 1%) 280,316 269,684
334,621 324,301
Less: Provision for doubtful debts (25,448) (25,448)
309,173 298,853
Other than the interest bearing portion as disclosed above, the amounts due from/(to) subsidiaries comprise unsecured
interest free advances with no fixed terms of repayment.
Group Company
2007 2006 2007 2006
% % % %
Weighted average effective interest rate 3.4 3.6 3.2 3.4
81
EcoFirst Consolidated Bhd (15379-V)
Group Company
2007 2006 2007 2006
Days Days Days Days
Average maturity as at the end of the financial year 146 161 151 90
The fixed deposits of the Group and the Company with aggregate carrying amounts of RM1.4 million (2006: RM1.3
million) and RM1.3 million (2006: RM1.2 million) respectively have been pledged as collaterals to secure the banking
facilities referred to in Note 26.
Warrants 2004/2009
In conjunction with the renounceable rights issue of 130,236,686 ordinary shares of RM0.50 each during the financial
year ended 31 July 2004, the Company also issued 65,118,136 detachable warrants at no cost to its shareholders. The
warrants are in registered form and constituted by a deed poll and entitle the registered holder to subscribe for one (1)
new ordinary share of RM0.50 in the Company at a price of RM0.50 per ordinary share for every warrant held. It can be
exercised at any time during the five years subscription period expiring on 18 March 2009. As at the end of the financial
year, there were 65,118,136 (2006: 65,118,136) unexercised Warrants 2004/2009 in issue.
The movements in the number of options for ordinary shares in the Company of RM0.50 each held by employees are as
follows:
82
ANNUAL REPORT 2007
24. Reserves
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Accumulated losses (351,675) (318,229) (486,904) (478,893)
Non distributable:
Share premium 295,727 295,727 295,727 295,727
Revaluation reserve
- As previously reported 4,398 7,111 155,397 155,397
- Effect of adopting FRS 127 - - (155,397) (155,397)
Foreign exchange translation (3,581) (2,905) - -
296,544 299,933 295,727 295,727
(55,131) (18,296) (191,177) (183,166)
The Group’s revaluation reserve consists of revaluation surplus from freehold land and buildings and long term leasehold
land.
The Company’s revaluation reserve is the surplus which arose from revaluation of investment in subsidiaries. Prior to 1
August 2006, the Company’s cost of investment in certain subsidiaries was stated at valuation. In accordance with the
provisions of FRS127, investment in subsidiaries is now stated at cost less impairment losses. The adoption of FRS127
resulted in a prior year adjustment to the investment in subsidiaries and revaluation reserve in the Company’s financial
statements.
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Amount outstanding 360 536 - 166
Less: Interest in suspense (54) (60) - (4)
Principal portion 306 476 - 162
Less: Portion due within one year (180) (330) - (159)
Non current portion 126 146 - 3
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
The non current portion of the hire purchase
obligations is payable as follows:
Later than 1 year and not later than 2 years 126 146 - 3
The interest rates implicit in the hire purchase obligations range from 3.30% to 4.45% (2006: 3.30% to 4.45%) per
annum.
83
EcoFirst Consolidated Bhd (15379-V)
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Bank overdrafts - secured 3,989 16,106 3,498 15,613
- unsecured - 3,598 - 3,598
Term loans - secured 129,122 109,509 28,104 11,000
Revolving credits - secured 11,094 12,507 10,735 12,507
- unsecured 5,000 5,000 5,000 5,000
Non convertible preference shares issued by a
subsidiary to its minority shareholder 1,000 1,000 - -
150,205 147,720 47,337 47,718
Less: Portion due within one year (Note 30) (51,148) (59,865) (39,125) (47,447)
Non current portion 99,057 87,855 8,212 271
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
The non current portion of borrowings is payable as
follows:
Later than 1 year and not later than 2 years 20,686 13,797 6,854 271
Later than 2 years and not later than 5 years 38,994 38,593 1,358 -
Later than 5 years 39,377 35,465 - -
99,057 87,855 8,212 271
The average effective interest rates are as follows:
Group Company
2007 2006 2007 2006
% % % %
Bank overdrafts - secured 9.49 10.34 9.08 8.95
- unsecured 9.69 9.22 9.69 9.22
Term loans - secured 9.26 8.40 9.25 8.65
Revolving credits - secured 9.64 9.21 8.95 9.21
- unsecured 6.27 5.94 6.01 5.94
Carrying Amount
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Property, plant and equipment (Note 8) 33,759 40,048 - -
Investment properties (Note 9) 308,582 308,456 - -
Quoted shares in an associate (Note 11) 17,182 17,191 15,040 15,314
Quoted shares included under other long term
investments (Note 12) 3,758 4,889 2,215 2,583
Inventories (Note 16) 2,161 2,061 - -
Property development costs (Note 17) 87,598 105,556 - -
Fixed deposits with licensed banks (Note 22) 1,402 1,332 1,264 1,228
84
Certain of the bank borrowings of the subsidiaries are also guaranteed by the Company.
ANNUAL REPORT 2007
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Included under other payables and accruals are:
- deposits received for proposed disposal of a
subsidiary 6,160 - 6,160 -
- deposits received from tenants and
purchasers of investment properties 5,564 6,305 - -
- unsecured advances from a third party 4,644 6,627 510 510
- secured third party advances which bear
interest between 8% and 10% (2006: 10%)
per annum 2,839 5,960 2,339 5,960
- provision for real property gains tax
liabilities as required for accounting
purposes 10,047 10,047 616 616
- provision for liquidated ascertained
damages in respect of property development
projects 8,582 9,857 - -
- profit guarantee liabilities 10,722 5,553 10,722 5,553
- provision for tax penalties as required for
accounting purposes 5,779 5,779 - -
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Quoted shares in an associate (Note 11) 790 790 790 790
Quoted shares included under other long term
investments (Note 12) 29 3,052 29 3,052
819 3,842 819 3,842
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Quoted shares in an associate (Note 11) 4,928 4,928 4,928 4,928
Quoted shares included under other long term
investments (Note 12) 1,500 1,500 1,500 1,500
6,428 6,428 6,428 6,428 85
EcoFirst Consolidated Bhd (15379-V)
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Bank overdrafts - secured 3,989 16,106 3,498 15,613
- unsecured - 3,598 - 3,598
Term loans - secured 35,173 22,925 24,001 11,000
Revolving credits - secured 6,986 12,236 6,626 12,236
- unsecured 5,000 5,000 5,000 5,000
Current portion (Note 26) 51,148 59,865 39,125 47,447
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
The directors are of the opinion that the terms and conditions of the above transaction are not materially different from
that obtainable in transactions with unrelated parties.
86
ANNUAL REPORT 2007
32. Commitments
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
33. Contingencies
Group Company
2007 2006 2007 2006
RM’000 RM’000 RM’000 RM’000
Guarantees relating to borrowings of:
- subsidiaries (secured) - - 101,790 99,175
- an affiliated company (secured) 10,217 9,453 10,217 9,453
Bank guarantee given to third parties relating to
utility facilities (unsecured) 2,467 2,467 2,467 2,467
12,684 11,920 114,474 111,095
At 31 July 2007, the Company had contingent liabilities in respect of the following:
(i) Two subsidiaries, Pujian Development Sendirian Berhad (“PDSB”) and Southern Utilities Corporation Sdn Bhd
(“SUC”), have been served with a writ of summons by 56 purchasers of the South City Condominiums (“the
Project”) seeking declarative orders, injunctive orders and general damages in respect of their purchase of the
service apartments and shop units of the Project. The matter is now fixed for case management on 21 January 2008
and at this juncture, the loss arising therefore, if any, cannot be reasonably estimated.
The solicitors are of the opinion that PDSB and SUC have reasonably good defence for the above matter subject
to the availability of sufficient documentary evidence to substantiate its defence. Therefore, no provision has been
made in the financial statements.
(ii) PDSB was served with a writ of summons by 24 purchasers seeking rescission of the Sale and Purchase Agreements
entered into with PDSB in respect of the shop units in the South City Plaza. The estimated loss to the Group is
RM2.4 million and the matter is now pending hearing on 21 January 2008.
The solicitors are of the opinion that PDSB has reasonably good defence for the above matter subject to the
availability of sufficient documentary evidence to substantiate its defence. Therefore, no provision has been made
in the financial statements.
87
EcoFirst Consolidated Bhd (15379-V)
The 4 subsidiaries have also filed legal suits against certain parties for failure to release retention sums representing
part of the real property gains tax as mentioned above.
These legal suits are still on going and for accounting purposes all the amounts owed have been provided for in
the financial statements.
(ii) IRB filed 4 separate legal suits against Pujian Development Sendirian Berhad (“PDSB”) for a total amount of
RM31.4 million. The claims are for income tax outstanding for assessment years 1998 to 2000, 2001 and 2004.
For the first action, PDSB succeeded in setting aside the judgement in default of appearance. IRB has since filed
an appeal against the said decision. In relation to the second action, PDSB’s defence was filed on 29 August 2007.
As for the third action, PDSB succeeded in striking out the action on 27 December 2006. IRB has since filed and
served a fresh suit for the same subject matter and PDSB’s defence was filed on 29 August 2007. In respect of the
fourth action, PDSB’s defence was filed on 2 November 2006.
For accounting purposes, PDSB has provided for the income tax, inclusive of penalties, of RM25.5 million in the
financial statements having taken into consideration that the taxable amounts are disputed.
(iii) IRB filed 2 legal suits against a subsidiary, Tashima Development Sdn Bhd (“Tashima”), for the recovery of income
tax outstanding totalling RM6.4 million for assessment years 2001 and 2002 including penalties. Tashima has filed
its statement of defence on 10 April 2007 for the first suit. In relation to the second suit, the matter is fixed for
clarification/decision on 12 February 2008.
For accounting purposes, Tashima has provided for the income tax, inclusive of penalties, of RM1.5 million in the
financial statements having taken into consideration the reasonable grounds to substantiate its defence.
Business Segments
The Group comprises the following main business segments:
Property and construction
Plantation and palm oil mills
Manufacturing
Investment and others
Geographical segments
Malaysia
Rest of Asia
Solomon Islands
Others
88
Property Plantation
and and palm Investment
construction oil mills Manufacturing and others Eliminations Consolidated
31 July 2007 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
Business Segments
Revenue
Revenue from external customers 56,069 25,346 738 11,030 - 93,183
Inter-segment revenue - - - 4,261 (4,261) -
56,069 25,346 738 15,291 (4,261) 93,183
Results
Segment results (17,698) 6,648 (1,786) (7,796) (457) (21,089)
Interest income 164
35. Segmental information (continued)
Other information
Segment assets 455,494 76,859 8,470 16,285 - 557,108
Investment in associate - - - 23,383 - 23,383
Unallocated corporate assets 2,059
582,550
Segment liabilities 138,518 17,672 4,948 95,387 - 256,525
Unallocated corporate liabilities 25,080
281,605
Capital expenditure 325 6,627 259 1,346 - 8,557
Depreciation 267 2,532 853 717 - 4,369
Non cash expenses other than depreciation
and amortisation 16,396 986 - 5,190 - 22,572
ANNUAL REPORT 2007
89
90
Property Plantation
and and palm Investment
construction oil mills Manufacturing and others Eliminations Consolidated
31 July 2006 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 31 July 2007
Business Segments
Revenue
Revenue from external customers 26,185 19,678 505 11,386 - 57,754
Inter-segment revenue - - - 1,155 (1,155) -
26,185 19,678 505 12,541 (1,155) 57,754
Results
EcoFirst Consolidated Bhd (15379-V)
Other information
Segment assets 476,108 71,255 8,238 22,552 - 578,153
Investment in associate - - - 22,909 - 22,909
Unallocated corporate assets 1,031
602,093
Segment liabilities 138,673 15,395 4,047 86,358 - 244,473
Unallocated corporate liabilities 22,863
Notes to the Financial Statements (continued)
267,336
Capital expenditure 60 7,300 7,906 362 - 15,628
Amortisation of goodwill - - - 864 - 864
Depreciation 259 2,403 680 763 - 4,105
Non cash expenses other than depreciation
and amortisation 1,701 2 - 17,330 - 19,033
ANNUAL REPORT 2007
Solomon
Malaysia Rest of Asia Islands Others Total
31 July 2007 RM’000 RM’000 RM’000 RM’000 RM’000
Geographical Segments
Revenue 67,837 25,346 - - 93,183
Carrying amount of segment assets 505,667 42,299 34,560 24 582,550
Additions to property, plant, equipment and
intangible asset 2,329 1,672 4,955 - 8,956
Solomon
Malaysia Rest of Asia Islands Others Total
31 July 2006 RM’000 RM’000 RM’000 RM’000 RM’000
Geographical Segments
Revenue 38,076 19,678 - - 57,754
Carrying amount of segment assets 530,578 38,404 33,084 27 602,093
Additions to property, plant, equipment and
intangible asset 8,327 1,462 5,839 - 15,628
(i) all its holding of 1,275 ordinary shares of USD1 each, representing 51% of the issued and paid up capital in
a direct subsidiary, Cross Continental Investments (“CCI”), together with the entire amount owing by CCI and
PalmTech India Limited (“PalmTech”) of USD1,222,080 and INR28,729,238 respectively, to the Company, for a
total cash consideration of RM38,404,456; and
(ii) all its holding of 61,000 ordinary shares of INR10 each, representing 1.14% of the issued and paid up capital in
an indirect subsidiary, PalmTech, for a total cash consideration of INR1,275,000.
The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the
development of the Group’s businesses whilst managing its interest rate, liquidity, foreign exchange, market and credit
risks. The Group operates within guidelines that are approved by the Board and the Group’s policy is not to engage in
speculative transactions.
Interest rate risk
The Group’s primary interest rate risk relates to interest bearing debts. The Group manages its interest rate exposure by
maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debt portfolio, taking into
account the investment holding period and nature of its assets. The information on maturity dates and effective interest
rates of financial liabilities are disclosed in their respective notes.
91
EcoFirst Consolidated Bhd (15379-V)
The Group actively monitors its debt maturity profile, operating cash flows and the availability of funding so as to best
ensure that all funding needs are met. As part of its overall liquidity management, the Group endeavours to maintain
sufficient levels of cash or cash convertible investments to best meet its working capital requirements.
The Group operates internationally and is exposed to various currencies, mainly United States Dollars, Indian Rupees
and Solomon Islands Dollars. Foreign currency denominated assets and liabilities together with expected cash flows
from highly probable purchases and sales give rise to foreign exchange exposures.
Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are kept
to an acceptable level.
As at balance sheet date, there are no material unhedged financial assets and financial liabilities of the Group and the
Company that are not denominated in their functional currencies.
Market risk
The Group is exposed to market risks arising from changes in the market prices of its quoted investments. The Group
does not use derivative instruments to manage this risk as the Group’s quoted investments are mainly held as long term
investments.
Credit risk
Credit risks are managed by the application of credit approvals, limits and monitoring procedures. Credit risks are
minimised and monitored via strictly limiting the Group’s associations to business partners with high creditworthiness.
Trade receivables are monitored on an ongoing basis via the Group’s management reporting procedures. At balance
sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented
by the carrying amount of each financial asset.
Fair values
The fair values of all financial assets and liabilities of the Group and the Company as at balance sheet date are not
materially different from their carrying values other than as follows:
Group Company
2007 2007
Carrying Carrying
amount Fair value amount Fair value
RM’000 RM’000 RM’000 RM’000
Financial assets
Quoted shares included in other long term investments 5,735 12,907 3,430 8,355
Unquoted shares included in other long term investments 1,138 # 1,100 #
Amount due from subsidiaries - - 309,173 *
Financial liabilities
Amount due to subsidiaries - - 173,106 *
Amount due to associate 37 * 37 *
92
ANNUAL REPORT 2007
Group Company
2006 2006
Carrying Carrying
amount Fair value amount Fair value
RM’000 RM’000 RM’000 RM’000
Financial assets
Quoted shares included in other long term investments 9,667 10,696 7,361 8,298
Unquoted shares included in other long term investments 1,138 # 1,100 #
Amount due from subsidiaries - - 298,853 *
Financial liabilities
Amount due to subsidiaries - - 173,909 *
Amount due to associate 7 * 7 *
# It is not practicable to estimate the fair values of the unquoted investments due to the lack of quoted market prices
and inability to estimate fair value without incurring excessive costs.
* It is not practicable to estimate the fair values of the amounts due from/to related parties without incurring excessive
costs due principally to a lack of repayment terms entered into by the parties.
Prior to 1 August 2006, the Group’s share of taxation of associates accounted for using the equity method was included
part of the Group’s income tax expense in the consolidated income statement. Upon adoption of FRS 101, the share of
taxation of associates accounted for using the equity method are now included in the respective share of profit or loss
reported in the consolidated income statement before arriving at the Group’s profit or loss before tax.
Accordingly, certain comparatives have been restated to conform with the current year’s presentation and these include
the following reclassifications:
Group
As
previously
reported As restated
RM’000 RM’000
Income statement for the year ended 31 July 2006
Share of profit of associate 905 506
Income tax expense (credit balance) 5,758 6,157
93
EcoFirst Consolidated Bhd (15379-V)
Company
As
previously As
reported restated
RM’000 RM’000
Balance sheet as at 31 July 2006
Assets
Investment in subsidiaries 198,438 43,041
Reserves
Revaluation reserve 155,397 -
94
ANNUAL REPORT 2007
Approximate
Age of Date of
Building Acquisition/ NBV
Size & Usage Title/ Location Company (years) Revaluation RM’000
1 50.28 acres of industrial Survey No. 891/1(p), Palm Tech India Ltd. 8 19.8.2006 12,013
land and buildng 912/1 c(p), 914/41(p)
and 915/1 c(p),
Industrial Development
Area, ADB Road,
Peddapuram, East
Godavari District,
Andhra Pradesh, India.
12,013
Lease Date of
Expiry Acquisition/ NBV
Size & Usage Title/ Location Company Date Revaluation RM’000
1. 2,653 sq. metres of HS(D) 9524, EcoFirst Development 99-year lease 15.7.2005 2,855
leasehold land for Daerah of Kuantan, Sdn. Bhd. expiring
commercial Pahang. 16 Dec 2084
development
2. 10,299 hectares of oil Parcel No. 143-001-11 Silvania Plantation 75-year lease 29.7.1999 2,628
palm estate on Lot 40 of LR 515, Products (S.I.) Ltd. expiring
Vangunu Island, 29 Jul 2074
Western Province,
Soloman Islands.
5,483
Investment Properties
Approximate
Age of Lease Date of
Size & Building Expiry Acquisition/ NBV
Usage Title/ Location Company (years) Date Revaluation RM’000
1. 91 sq. B-04-10, Perdana Pujian Development 7 99-year 3.8.2006 130
metres of Selatan, Taman Serdang Sendirian Berhad lease
office space Perdana, (Seksyen 1) expring
43300 Seri Kembangan, 9 Nov 2093
Selangor Darul Ehsan
2. 150,647 sq. PN No. 7393, Lot No. 1, Pujian Development 4 99-year 3.8.2006 308,452
metres of Pekan Serdang, Sendirian Berhad lease
commercial Daerah Petaling, expring
space Selangor. 9 Nov 2093
308,582
95
EcoFirst Consolidated Bhd (15379-V)
: Warrants 2004/2009
: Warrantholders
Every Warrantholder of the Company present in person or by proxy shall have one vote
and upon a poll, every Warrantholder shall have one vote for each Warrant held.
96
ANNUAL REPORT 2007
Analysis of Shareholdings
As At 5 November 2007
Number of Number of
Range of Shareholdings Shareholders Shares Percentage (%)
Less than 100 1,640 38,448 0.01
100 – 1,000 5,325 4,853,656 0.75
1,001 – 10,000 19,536 89,928,260 13.83
10,001 – 100,000 6,087 167,879,202 25.82
100,001 – less than 5% of issued shares 553 354,267,355 54.49
5% and above of issued shares 1 33,180,733 5.10
Total 33,142 650,147,654 100.00
97
EcoFirst Consolidated Bhd (15379-V)
Substantial Shareholders
According to the register required to be kept under Section 69L of the Companies Act, 1965, the following are the substantial
shareholders (beneficial owners only) of the Company:
Number of Shares
Name of Substantial Shareholder Direct Interest (%) Indirect Interest (%) Total Interest (%)
98
ANNUAL REPORT 2007
Analysis of Warrantholdings
As At 5 November 2007
Number of Number
Range of Warrantholdings Warrantholders of Warrants Percentage (%)
Less than 100 191 9,751 0.01
100 – 1,000 1,087 871,234 1.34
1,001 – 10,000 1,776 6,582,339 10.11
10,001 – 100,000 443 15,648,816 24.03
100,001 – less than 5% of issued warrants 66 22,606,130 34.72
5% and above of issued warrants 2 19,399,866 29.79
Total 3,565 65,118,136 100.00
99
EcoFirst Consolidated Bhd (15379-V)
100
ANNUAL REPORT 2007
Number of Shares
Name Direct (%) Indirect (%) Total Interest (%)
Number of Warrants
Name Direct (%) Indirect (%) Total Interest (%)
101
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Form of Proxy (Co. No. 15379-V)
I/We, _____________________________________________________________________________________________________
(FULL NAME IN BLOCK LETTERS)
of ________________________________________________________________________________________________________
(ADDRESS)
being a member(s) of ECOFIRST CONSOLIDATED BHD hereby appoint ____________________________________________
______________________________________________________________________________________________________________
(FULL NAME IN BLOCK LETTERS)
of ________________________________________________________________________________________________________
(ADDRESS)
or failing him/her, the Chairman of the Meeting as my/our proxy to attend and vote for me/us on my/our behalf at the Thirty-
Fourth Annual General Meeting of the Company to be held at Grand Ballroom, Level 5, The Summit Hotel, Subang USJ,
Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor Darul Ehsan on Wednesday, 19 December 2007 at 10.30 a.m.
or at any adjournment thereof.
* Please indicate with “X” in the space provided how you wish your proxy to vote. If no specific direction as to voting is given,
the proxy will vote or abstain from voting at his/her discretion.
_________________________________________________
Signature of Shareholder(s) / Common Seal
Notes:
1. A member entitled to attend and vote at the meeting is entitled to appoint not more than one (1) proxy to attend and vote in his stead.
A proxy need not be a member of the Company and Section 149(1) of the Companies Act, 1965 shall not apply.
2. Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991,
it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the
credit of the said securities account.
3. In the case of a corporate body, the proxy appointed must be in accordance with the Memorandum and Articles of Association, and
the instrument appointing a proxy shall be given under the Company’s Common Seal or under the hand of an officer or attorney duly
authorised.
4. The Form of Proxy must be deposited at the Company’s Registered Office at 17th Floor, Menara Summit, Persiaran Kewajipan, USJ 1,
47600 UEP Subang Jaya, Selangor Darul Ehsan not less than 48 hours before the time set for the meeting or any adjournment thereof.
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STAMP
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