OUR MISSION To provide quality education that would enrich every student s intellectual, cultural and social life. OUR PHILOSOPHY A positive attitude coupled with progressive culture will lead to productive effort.
is the first international Associate College of UNITED KINGDOM University of Hertfordshire UNITED KINGDOM and the Preferred Partner of S C I E N T I A PROBITAT E THE UNIVERSITY MANCHESTER UNITED KINGDOM E T I N D U S T R I A C U M LINCOLN U N I V E R S I T Y NEW ZEALAND
INTI College Malaysia received the coveted MS ISO 9002 Quality Management System Certification Award from SIRIM (Standards and Industrial Research Institute of Malaysia) in November 2000. INTI College Subang Jaya received its certification in August 1998. INTI Universal Holdings Berhad, was successfully transferred to the Main Board of the Kuala Lumpur Stock Exchange (KLSE) on 9 October 2000. With this, INTI is the first education group listed on the Main Board of the KLSE. A record number of 2440 INTI College Malaysia and INTI College Subang Jaya students graduated with degrees, higher diplomas and diplomas at the February 2001 Graduation Ceremony held at INTI College Malaysia. At an earlier graduation ceremony (January 2001), 753 INTI College Sarawak students graduated with 75 of them conferred the Bachelor of Computer Science from the University of Wollongong, Australia. INTI College Sarawak was awarded the prestigious MSC status in October 2000. With this, a total of three INTI campuses including INTI College Malaysia and INTI College Subang Jaya are acknowledged to be in possession of the necessary facilities and resources to train knowledge workers to meet the needs of the nation in the 21 st Century.
Contents 2 Corporate Information 3 Board of Directors 4 Notice of Annual General Meeting 6 Chairman s Statement INTI COLLEGE SUBANG JAYA 8 Message from the Managing Director 10 Audit Committee 11 Directors Report 18 Statement by Directors 19 Declaration 20 Report of the Auditors to the Members of INTI Universal Holdings Bhd INTI INTERNATIONAL COLLEGE PENANG 22 Group Balance Sheet 23 Group Income Statement 24 Group Statement of Recognised Gain and Losses 25 Group Cash Flow Statement 28 Company Balance Sheet 29 Company Income Statement INTI COLLEGE SARAWAK 30 Company Cash Flow Statement 31 Notes to the Financial Statements 56 List of Properties Owned by the Group 58 Statistics of Shareholdings INTI COLLEGE SABAH UNIVERSAL HOLDINGS BERHAD (Co. No.266729-P)
C ORPORATE INFOATION CHAIAN MANAGING DIRECTOR DIRECTORS Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Tan Yew Sing Chia Song Kun Dato Haji Dol bin Ramli Dr. Lee Fah On @ Lee Fah Onn Haji Sulaiman bin Rahmad Low Han Sin Low Sik Thong Teng Choon Kwang SECRETARIES Yip Sok Peng (MAICSA 0788513) Soo Han Yee (MAICSA 7008432) AUDIT COMMITTEE Dato Haji Dol bin Ramli Tan Yew Sing Haji Sulaiman bin Rahmad AUDITORS KPMG Wisma KPMG, Jalan Dungun, Damansara Heights, 50490 Kuala Lumpur. PRINCIPAL BANKERS RHB Bank Berhad Standard Chartered Bank Berhad Malayan Banking Berhad Public Bank Berhad Bank Utama (M) Berhad Overseas Union Bank (M) Berhad 2 REGISTERED OFFICE No.15 & 17, Jalan SS15/8A, 47500 Subang Jaya, Selangor Darul Ehsan. Tel: 03-5632 2673 / 5632 2676 Fax: 03-5631 7568 REGISTRAR Bina Management (M) Sdn. Bhd. (50164-V) Lot 10, The Highway Centre, Jalan 51/205, 46050 Petaling Jaya, Selangor Darul Ehsan. Tel: 03-7784 3922 Fax: 03-7784 1988 STOCK EXCHANGE LISTING The Kuala Lumpur Stock Exchange Main Board 2 0 0 0 ANNUAL R E P O R T
BOARD OF DIRECTORS Chia Song Kun Director Dato Haji Dol bin Ramli Director Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Chairman Dr. Lee Fah Onn Director Haji Sulaiman bin Rahmad Director 3 Low Han Sin Director Low Sik Thong Director Tan Yew Sing Managing Director Teng Choon Kwang Director INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
N OTICE OF ANNUAL GENERAL MEETING NOTICE IS HEREBY GIVEN that the EIGHTH ANNUAL GENERAL MEETING of the Company will be held at Ivory 12, Holiday Villa, Subang Jaya at 10.30 a.m. on Tuesday, 15th May 2001 for the following purposes:- 1) To receive and consider the Statement of Accounts and the Reports of the Directors and Auditors for the year ended 31st December 2000. (RESOLUTION 1) 2) To approve the payment of Directors fees for the year ended 31st December 2000. (RESOLUTION 2) 3) To approve the payment of a Final Dividend of 5% less 28% income tax for the year ended 31st December 2000. (RESOLUTION 3) 4) To re-elect the following Directors retiring pursuant to Article 105 of the Company s Articles of Association and who, being eligible, offer themselves for re-election: a) Chia Song Kun (RESOLUTION 4) b) Teng Choon Kwang (RESOLUTION 5) 5) To re-elect the following Directors retiring under Section 129 of the Companies Act, 1965 and who, seeks re-appointment under the provision of Section 129 (6) of the said Act to hold office until the next Annual General Meeting : a) Tan Sri Dato Dr. Hj Abdul Majid bin Ismail (RESOLUTION 6) b) Dato Haji Dol bin Ramli (RESOLUTION 7) 6) To re-appoint Messrs. KPMG as Auditors of the Company and to authorise the Directors to fix their remuneration. (RESOLUTION 8) 7) SPECIAL BUSINESS 4 To consider and if thought fit, to pass the following resolution with or without modifications as an Ordinary Resolution of the Company:- ORDINARY RESOLUTION - AUTHORITY FOR ALLOTMENT OF SHARES (RESOLUTION 9) That subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental/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 at such price, upon such terms and conditions, for such purposes and to such person or persons whomsoever as the directors may in their discretion deem fit provided that the aggregate number of shares issued in any one financial year of the Company pursuant to this resolution does not exceed 10% of the issued and paid up capital of the Company for the time being AND THAT such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company AND THAT the Directors be and are also empowered to obtain the approval from the Kuala Lumpur Stock Exchange for the listing and quotation for the additional shares so issued on the Kuala Lumpur Stock Exchange. 2 0 0 0 ANNUAL R E P O R T 8) To transact any other ordinary business for which due notice shall have been given in accordance with the Companies Act 1965.
NOTICE IS ALSO HEREBY GIVEN that the Share Transfer Books and Register of Members will be closed from 14TH JUNE 2001 to 15TH JUNE 2001 both days inclusive to determine shareholders entitlement to the dividend payment. The dividend, if approved will be paid on 26TH JUNE 2001 to shareholders whose name appear on the Register of Members and Record of Depositors at the close of business on 13TH JUNE 2001. A Depositor shall qualify for entitlement only in respect of: a) Shares transferred into the Depositor s Securities Account before 12.30 p.m. on 13TH JUNE 2001 in respect of ordinary transfers; b) Shares bought on the Kuala Lumpur Stock Exchange on a cum entitlement basis according to the Rules of the Kuala Lumpur Stock Exchange. By Order of the Board YIP SOK PENG SOO HAN YEE Joint Secretaries Selangor Darul Ehsan Date: 18th April 2001 NOTES: 1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. A proxy need not be a member of the Company. Where a member appoints two or more proxies, the appointment shall be invalid unless he specifies the proportions of his holding to be represented by each proxy. 2. The instrument appointing a proxy in the case of an individual shall be signed by the appointor or his attorney, and in the case of a corporation either under its Common Seal or signed by its attorney or by an officer on behalf of the Corporation. 5 3. The Proxy Form duly completed, must be deposited at the Registrar Office of the Company, Bina Management (M) Sdn. Bhd., Lot 10, The Highway Centre, Jalan 51/205, 46050 Petaling Jaya, Selangor Darul Ehsan, not less than 48 hours before the time set for holding the meeting or any adjournment thereof. 4. Explanatory Statement on Special Business: Ordinary Resolution The Ordinary Resolution proposed under item 7, if passed, will give powers to the Directors to issue shares up to a maximum ten per centum (10%) of the issued share capital of the Company for the time being for such purposes as the Directors consider would be in the interest of the Company. This authority unless revoked or varied by the Company at a general meeting will expire at the next Annual General Meeting. INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
C HAIAN S STATEMENT On behalf of the Board of Directors, it gives me great pleasure to present the Annual Report and the financial statements of the INTI Universal Group of Companies (INTI) for the financial year ended 31 December 2000. Financial Performance The Group posted commendable results in terms of group turnover and profitability for the year under review. Group turnover for the year 2000 was 122.1 million, an increase of 16.9 % as compared to last year s results of 104.4 million. In line with the increased turnover, the Group s pre-tax profit for year 2000 showed a healthy increase of 16.3 % with earnings of 33.5 million as compared to last year s profit before tax of 28.8 million. Net profit for the year is 24.0 million. This represents an earnings per share of 40 sen based on the weighted average number of 60,853,756 ordinary shares in issue. Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Chairman Corporate Developments Having completed its acquisition of the International College Penang from Sheffield Enterprise Sdn Bhd, the Group effectively holds a 70% interest in the College which has been renamed INTI International College Penang (IICP). IICP represents the fifth campus of the INTI Group of Colleges. The Group undertook further expansion when it entered into a Share Purchase and Joint Venture Agreement to invest in a 50% stake in St Theresa Professional Development Co. Ltd. in Thailand. Both INTI and its Thai partners have agreed to build and establish the St Theresa INTI College in Bangkok, Thailand. The new college will market various academic programmes with the University of Bradford in the United Kingdom, and franchised programmes from INTI College. 6 The period under review marked an eventful year for INTI Universal Holdings Berhad which successfully transferred its listing and quotation for the entire issued and paid-up share capital comprising up to 63,000,006 ordinary shares from the Second Board to the Main Board of the Kuala Lumpur Stock Exchange (KLSE) on 9 October 2000. With this, INTI is now the first education group listed on the Main Board of the KLSE. Prior to the transfer of its listing status, the Company had undertaken the following corporate exercise. i. A bonus issue of 39,980,004 new ordinary shares of 1.00 each on the basis of two (2) new ordinary shares for every one (1) existing share held. ii. A private placement of up to 3,030,000 new ordinary shares of 1.00 each representing 5% of the enlarged issued and paid-up share capital in INTI after the bonus issue. The Board of Directors had also declared and paid an interim dividend of 5 sen per share as a mark of appreciation to the shareholders who have given their support to the Company. 2 0 0 0 ANNUAL R E P O R T
Propects As a company now listed on the Main Board of the Kuala Lumpur Stock Exchange, INTI Universal Holdings Berhad anticipates greater shareholder interest, which in turn, will translate into increased business opportunities for the INTI Group. This augurs favourably with the Group s plans especially in its core area of business as a provider of higher education. The INTI Group of Colleges, the major contributor to Group earnings, expects to capitalise on the opportunities available as a result of the prevailing robust demand for tertiary education. This is attributable to the Government s ambitious plans to produce a critical mass of knowledge workers necessary to realise Vision 2020 and the establishment of the Multimedia Super Corridor (MSC). Also, by actively engaging the private sector, the Government is geared towards establishing Malaysia as a regional centre of education. The Group s expansion into Penang has boosted its student population to 11,000 students located in five campuses. The introduction of quality programmes at the new campus is expected to further enhance student enrolment in the years to come. Dividend The Board of Directors is pleased to recommend a final dividend of 5 % less 28 % income tax for the year ended 31 December 2000 subject to the approval of the shareholders at the forthcoming Annual General Meeting. Appreciation The Board is pleased to join me in expressing our heartfelt appreciation to the management and staff of INTI for their commitment in making the year 2000 the successful year that it was for the Group. We also take this opportunity to extend our gratitude to our shareholders, students and their parents, bankers, business associates and the regulatory authorities for their invaluable support and assistance. 7 Tan Sri Dato Dr Haji Abdul Majid bin Ismail DATE: 18 APRIL 2001 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
M ESSAGE FROM THE MANAGING DIRECTOR REVIEW OF OPERATIONS Iam pleased to report that Year 2000 has been a year of significant progress and achievement for the INTI Universal Group of Companies. The education industry continues to enjoy the strong demand by students who prefer to pursue their tertiary education wholly or partly in local institutions of higher learning that collaborate with established overseas universities. This trend which began during the recent economic downturn, has in fact, attracted many international students to enroll in Malaysian private colleges because of the affordable tuition fees charged. Up until end of the year 2000, there are about 20,000 international students from 115 countries studying in Malaysian institutions of higher learning. The INTI Group of Colleges itself registered a student population of 12,000 students, of which 17 % are international students from over 37 countries. Plans are already underway to increase the size of the foreign student population to 25% by the year 2005. Tan Yew Sing Managing Director The 3+0 programmes offered by the Group remain a significant source of income. INTI College now offers 3+0 programmes in collaboration with the University of Hertfordshire and Coventry University in the United Kingdom (UK) as well as the University of Wollongong in Australia. In addition, the College had further expanded its already wide range of world class academic programmes. Among these are the 3+1 Engineering with the University of Adelaide, Australia; the 2+2 Engineering with the University of Manchester, UK; the 2+1 Computer Science, Information Technology, Tourism, Business and Engineering with the University of Hull, UK; the 2+1 Engineering with the University of Bradford, UK; and the 2+1 Engineering, Computer Science and Law with the University of Leeds, UK. 8 The Group s ongoing quality efforts also have shown positive results. I am happy to announce that besides being the only international Associate College of the University of Hertfordshire and Coventry University, INTI College is now the Preferred Partner of the University of Manchester, UK and Lincoln University, New Zealand. Such strategic links with overseas universities are expected to enhance customer confidence, which in turn, will translate into increased support for INTI College programmes. In the meantime, the Group has also expanded into the region by forming a partnership with a Thai party to construct the St Theresa INTI College in Bangkok. The new college will offer programmes with the University of Bradford, UK as well as the franchised programmes of the INTI Group of Colleges. With globalisation and the liberalisation of trade associated with the Asean Free Trade Area (AFTA), the Group anticipates a growing demand for degree programmes conducted in English. To diversify and enhance its earnings base, the Group has franchised its own programmes to overseas partners in countries including China and Thailand. The effort involves INTI providing its partners with academic support and implementing quality assurance procedures, which in turn, involve academic validation, moderation of examination papers, and programme review. 2 0 0 0 ANNUAL R E P O R T
Within the fiscal year, the Group further boosted its profile as a provider of quality education when INTI College Sarawak obtained the coveted MSC status. INTI College is the only learning institution in the country to have received MSC status for more than one campus. The other campuses awarded MSC status are INTI College Malaysia and INTI College Subang Jaya. Apart from this, INTI College Malaysia was presented the MS ISO 9002 Quality Certification Award in November 2000 as recognition of its management system which conforms with international standards. To ensure that the INTI Group of Colleges retains its competitive edge in the education industry, the Management has formulated the challenging vision of developing the colleges into forward-looking internationalised e-campuses with emphasis on holistic education. Much has already been done to ensure a quality learning and work culture in the colleges. A further 20 million had been approved for the implementation and enhancement of various IT infrastructure in the next five years. The sophisticated Resource Centre being constructed at the main campus is due for completion by the middle of 2001. Once operational, the Resource Centre, the first of its kind available in a Malaysian private college, will house a library, multimedia centre, staff development centre, an incubator, lecture theatres and workstations. The interactive multimedia facilities found here will engender a learning based society that is creative and independent. The incubator will enable students and staff to conduct research and possibly commercialise their findings. Other subsidiaries in the INTI Universal Group have also shown encouraging performance. IITC Sdn Bhd (IITC) now operating from its new premises in Sg Buloh, is undertaking rigorous technology and product research to develop innovative business solutions for a wide variety of markets including manufacturing, insurance, education, and the Government. A significant product that was launched within the year is the EOS, a customised solution which incorporates modules designed to empower organisations with efficient ways of doing business. IITC is the first Microsoft partner in Malaysia to develop modules on Microsoft s Digital Nervous System (DNS) Starter Kit 2000 which was launched in May 2000. Given the Government s focus on making Malaysia an exporter of education, as well as the growing perception among Asian families that education is a long term investment, the INTI Universal Group expects the high demand for tertiary education to continue in the years ahead. As part of a listed company on the Main Board of the KLSE, the Group also aims to capitalise on the opportunities available as a result of INTI Universal Holdings Berhad s increased visibility and credibility. This will go a long way to strengthen the Group s already active role in the education industry. 9 Tan Yew Sing DATE: 18 APRIL 2001 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
A UDIT COMMITTEE Chairman of Audit Committee Members : Dato Haji Dol bin Ramli (Independent Non-Executive Director) : Tan Yew Sing (Managing Director) : Haji Sulaiman bin Rahmad (Independent Non-Executive Director) TES OF REFERENCE Formation : The Audit Committee was formed by the Board of Directors on 12th April 1996. Composition Quorum Authority Duties : The Committee shall be appointed by the Directors from among their members and shall comprise of not fewer than 3 members of whom the non-executive members shall form the majority. : The quorum for the meeting shall be two members. : The Audit Committee is granted the authority to investigate any activity of the Company and its subsidiary companies and all employees are directed to co-operate as requested by members of the Committee. The Audit Committee is empowered to retain persons having special competence as necessary to assist the Audit Committee in fulfilling its responsibility. : (a) To recommend to the Board the appointment or re-appointment of the external auditors, the audit fee and any questions of their resignation or dismissal; (b) To discuss with the external auditors before the audit commences the nature and scope of the audit; (c) To review the half-year and annual financial statements before submission to the Board; 10 (d) To discuss the outcome of the interim and final audits and any matter the auditors may wish to discuss ensuring that no management restrictions are being placed on the scope of their examinations; (e) Reviewing the internal audit programme and the findings of external auditors; (f) Reviewing the effectiveness of internal control systems; (g) Recommend to the Board of Directors any appropriate extension or changes in the duties of the Committee; and (h) Perform any other work that is required or empowered to do so by statutory legislation or guidelines as issued by relevant Government authorities which shall include but are not limited to the Securities Commission and The Kuala Lumpur Stock Exchange. 2 0 0 0 ANNUAL R E P O R T
D IRECTORS REPORT ( for the year ended 31 December 2000 ) The directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the year ended 31 December 2000. Principal activities The principal activity of the Company consists of investment holding, whilst the principal activities of the subsidiary companies are as stated in Note 25 to the financial statements. There have been no significant changes in the nature of these principal activities during the year. Results Group Company Net profit for the year 24,055,348 4,989,651 ========= ========= Reserves and provisions There were no material transfers to or from reserves and provisions during the year except as disclosed in the financial statements. Dividends Since the end of the previous financial year, the Company paid: i) a final dividend of 10% tax exempt totalling 1,999,000 in respect of the year ended 31 December 1999 on 8 June 2000; and ii) an interim dividend of 5% less tax totalling 2,268,000 in respect of the year ended 31 December 2000 on 30 November 2000. The final dividend recommended by the directors in respect of the year ended 31 December 2000 is 5% less tax totalling 2,268,000. Directors of the Company Directors who served since the date of the last report are: Tan Sri Dato Dr. Haji Abdul Majid bin Ismail Tan Yew Sing Chia Song Kun Dato Haji Dol bin Ramli Haji Sulaiman bin Rahmad Lee Fah On @ Lee Fah Onn Low Han Sin Low Sik Thong Teng Choon Kwang 11 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
Tan Sri Dato Dr. Haji Abdul Majid bin Ismail and Dato Haji Dol bin Ramli retire under Section 129 of the Companies Act, 1965 and seek re appointment under the provision of Section 129(6) of the said Act to hold office until the next Annual General Meeting. The holdings and deemed holdings in the ordinary shares of the Company and of its related companies (other than wholly owned subsidiary companies) of those who were directors at year end as recorded in the Register of Directors Shareholdings are as follows: ---------- Number of ordinary shares of 1.00 each ---------- Name At At 1.1.2000 Bought Sold 31.12.2000 Shareholdings in which director have direct interests Interests of Tan Sri Dato Dr. Haji Abdul Majid bin Ismail in: Inti Supreme Holdings Sdn. Bhd. 1,480 1,480 Interests of Mr. Tan Yew Sing in: Inti Supreme Holdings Sdn. Bhd. 14,961 1,365 16,326 Inti Universal Holdings Berhad 228,000 456,000 684,000 Interests of Mr. Chia Song Kun in: Inti Supreme Holdings Sdn. Bhd. 3,151 287 3,438 Interests of Dato Haji Dol bin Ramli in: Inti Supreme Holdings Sdn. Bhd. 190 190 Inti Universal Holdings Berhad 16,000 32,000 48,000 Interests of Haji Sulaiman bin Rahmad in: Inti Universal Holdings Berhad 166,000 244,000 49,000 361,000 12 Interests of Dr. Lee Fah On @ Lee Fah Onn in: Inti Supreme Holdings Sdn. Bhd. 4,750 4,750 Inti Universal Holdings Berhad 18,000 10,000 13,000 15,000 Interests of Mr. Teng Choon Kwang in: Inti Supreme Holdings Sdn. Bhd. 1,440 131 1,571 IITC Sdn. Bhd. (formerly known 450,000 450,000 as Inti Information Technology Centre Sdn. Bhd.) 2 0 0 0 ANNUAL R E P O R T
---------- Number of ordinary shares of 1.00 each ---------- Name At At 1.1.2000 Bought Sold 31.12.2000 Shareholdings in which director have indirect interests Interests of Tan Sri Dato Dr. Haji Abdul Majid bin Ismail in: Inti Supreme Holdings Sdn. Bhd. 2,490 1,480 3,970 * Inti Universal Holdings Berhad 64,000 28,000 74,000 18,000 Interests of Mr. Tan Yew Sing in: Inti Supreme Holdings Sdn. Bhd. 28,556 2,605 31,161 Inti Universal Holdings Berhad 11,660,000 23,250,000 68,000 34,842,000 IITC Sdn. Bhd. (formerly known 804,000 545,000 24,000 1,325,000 as Inti Information Technology Centre Sdn. Bhd.) Inti Information Technology 51,000 51,000 Centre (Penang) Sdn. Bhd. Inti IABS Sdn. Bhd. 1,020,000 1,020,000 Inti Kinabalu Sdn. Bhd. 1,250,000 1,250,000 Inti International College Penang 2,100,000 2,100,000 Sdn. Bhd. (formerly known as Ventures Ritz Sdn. Bhd.) PIETC Holdings Sdn. Bhd. 306,000 306,000 (formerly known as Jensertech Sdn. Bhd.) Interests of Mr. Chia Song Kun in: ** Inti Universal Holdings Berhad Interests of Dato Haji Dol bin Ramli in: * Inti Universal Holdings Berhad Interests of Dr. Lee Fah On @ Lee Fah Onn in: Inti Supreme Holdings Sdn. Bhd. 434 434 * Inti Universal Holdings Berhad 3,000 53,000 56,000 13 Interests of Mr. Low Han Sin in: Inti Supreme Holdings Sdn. Bhd. 18,720 18,720 Inti Universal Holdings Berhad 11,257,000 22,518,000 1,000 33,774,000 IITC Sdn. Bhd. (formerly known 804,000 545,000 24,000 1,325,000 as Inti Information Technology Centre Sdn. Bhd.) Inti Information Technology 51,000 51,000 Centre (Penang) Sdn. Bhd. Inti IABS Sdn. Bhd. 1,020,000 1,020,000 Inti Kinabalu Sdn. Bhd. 1,250,000 1,250,000 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
---------- Number of ordinary shares of 1.00 each ---------- Name At At 1.1.2000 Bought Sold 31.12.2000 Inti International College Penang 2,100,000 2,100,000 Sdn. Bhd. (formerly known as Ventures Ritz Sdn. Bhd.) PIETC Holdings Sdn. Bhd. 306,000 306,000 (formerly known as Jensertech Sdn. Bhd.) Interests of Mr. Low Sik Thong in: Inti Supreme Holdings Sdn. Bhd. 18,720 18,720 Inti Universal Holdings Berhad 11,266,000 22,524,000 4,000 33,786,000 IITC Sdn. Bhd. (formerly known 804,000 545,000 24,000 1,325,000 as Inti Information Technology Centre Sdn. Bhd.) Inti Information Technology 51,000 51,000 Centre (Penang) Sdn. Bhd. Inti IABS Sdn. Bhd. 1,020,000 1,020,000 Inti Kinabalu Sdn. Bhd. 1,250,000 1,250,000 Inti International College Penang 2,100,000 2,100,000 Sdn. Bhd. (formerly known as Ventures Ritz Sdn. Bhd.) PIETC Holdings Sdn. Bhd. 306,000 306,000 (formerly known as Jensertech Sdn. Bhd.) 14 Interests of Mr. Teng Choon Kwang in: Inti Supreme Holdings Sdn. Bhd. 1,560 142 1,702 ** Inti Universal Holdings Berhad Inti Information Technology 51,000 51,000 Centre (Penang) Sdn. Bhd. Sunrise Digital Sdn. Bhd. 2 2 Multimedia Web Services Sdn. Bhd. 2 2 I-Lead Dot Com Sdn. Bhd. 2 2 * The indirect interests of 11,000,000 ordinary shares disclosed in the previous year s report is no longer reflected in this report as the director is no longer deemed interested in such shares. ** The indirect interests of 11,629,000 ordinary shares disclosed in the previous year s report is no longer reflected in this report as the director is no longer deemed interested in such shares. By virtue of their interests in shares of the Company, Mr. Tan Yew Sing, Mr. Low Han Sin and Mr. Low Sik Thong are also deemed to have an interest in the shares of all subsidiary companies of the Company to the extent that the Company has an interest. 2 0 0 0 ANNUAL R E P O R T
Directors benefits Since the end of the previous financial year, no director of the Company 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 directors as shown in the financial statements of the Group and of the Company) by reason of a contract made by the Company or a related company 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 certain directors who may be deemed to derive benefits by virtue of transactions for sales of books and stationery and tuition fees receivable and also provision of services including management and secretarial services between the companies in the Group and corporations in which certain directors are deemed to have interest. There were no arrangements during and at the end of the year which had the object of enabling directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Issue of shares During the financial year, the Company issued 39,980,004 bonus issue of ordinary shares of 1.00 each from the reserves of the Company on the basis of two (2) new ordinary shares of 1.00 each for every one (1) existing ordinary share held. These new shares rank pari passu in all respects with the existing shares in issue of the Company. The Company also issued 3,030,000 private placement of ordinary shares of 1.00 each at a premium of 2.85 per ordinary share for cash for part financing of construction of student hostel and working capital purposes. These new shares rank pari passu in all respects with the existing shares in issue of the Company. Significant events during the year The following proposals which were previously submitted by the Company have been approved by Securities Commission and were completed during the year: i) Bonus Issue of 39,980,004 new ordinary shares of 1.00 each in the Company on the basis of two (2) new ordinary shares of 1.00 each for every one (1) existing ordinary share held; ii) Private Placement of 3,030,000 new ordinary shares of 1.00 each at an issue price of 3.85 per ordinary share representing approximately 5% of the enlarged issued and paid-up share capital in the Company after the above-mentioned Bonus Issue; and 15 iii) Transfer of the listing status of the Company from the Second Board to the Main Board of the Kuala Lumpur Stock Exchange ( KLSE ) on 9 October 2000. INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
Other statutory information Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to ascertain that: i) all known bad debts have been written off and adequate provision made for doubtful debts, and ii) all current assets have been stated at the lower of cost and net realisable value. At the date of this report, the directors of the Company are not aware of any circumstances: i) that would render the amount written off for bad debts or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or ii) iii) iv) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading. At the date of this report, there does not exist: i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year. 16 No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the directors, the results of the operations of the Group and of the Company for the financial year ended 31 December 2000 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report. 2 0 0 0 ANNUAL R E P O R T
Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed in accordance with a resolution of the directors: Tan Sri Dato Dr. Haji Abdul Majid Bin Ismail Tan Yew Sing Kuala Lumpur, Date: 23 March 2001 17 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
S TATEMENT BY DIRECTORS ( pursuant to Section 169(15) of the Companies Act, 1965 ) In the opinion of the directors, the financial statements set out on pages 22 to 55, are drawn up in accordance with applicable approved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2000 and of the results of their operations and cash flows for the year ended on that date. Signed in accordance with a resolution of the directors: Tan Sri Dato Dr. Haji Abdul Majid Bin Ismail Tan Yew Sing Kuala Lumpur, Date: 23 March 2001 18 2 0 0 0 ANNUAL R E P O R T
D ECLARATION ( pursuant to Section 169(16) of the Companies Act, 1965 ) I, Tan Yew Sing, the director primarily responsible for the financial management of Inti Universal Holdings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 22 to 55, are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed at Kuala Lumpur on 23 March 2001.. Tan Yew Sing Before me: SS Chandran NOM W-243 COMMISSIONER FOR OATHS Kuala Lumpur 19 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
R EPORT OF THE AUDITORS TO THE MEMBERS O F INTI UNIVERSAL HOLDINGS BERHAD We have audited the financial statements set out on pages 22 to 55. The preparation of the financial statements is the responsibility of the Company s directors. Our responsibility is to express an opinion on the financial statements based on our audit. 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 consider necessary to provide us with 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 applicable approved accounting standards in Malaysia so as to give a true and fair view of: i) the state of affairs of the Group and of the Company at 31 December 2000 and the results of their operations and cash flows for the year ended on that date; and 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 of the Company; (b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and the subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act. The subsidiary company in respect of which we have not acted as auditors is indicated in Note 25 to the financial statements and we have considered the financial statements of this subsidiary company and the auditors report thereon. 20 2 0 0 0 ANNUAL R E P O R T
We are satisfied that the financial statements of the subsidiary companies 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 audit reports on the financial statements of the subsidiary companies were not subject to any qualification and did not include any comment made under subsection (3) of Section 174 of the Act. KPMG Firm Number: AF 0758 Public Accountants Lim Hun Soon @ David Lim Partner Approval Number: 1514/5/02(J) Kuala Lumpur, Date: 23 March 2001 21 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
G ROUP BALANCE SHEET ( at 31 December 2000 ) Note 2000 1999 Property, plant and equipment 2 202,557,877 183,375,835 Development costs 4 407,964 298,752 Deferred expenditure 5 40,716 202,965,841 183,715,303 Current assets Inventories 6 1,218,065 1,125,056 Trade and other receivables 7 16,889,434 10,308,234 Cash and cash equivalents 8 25,768,973 27,887,177 43,876,472 39,320,467 ----------------- ----------------- Current liabilities Trade and other payables 9 40,323,837 43,398,321 Borrowings 10 19,681,853 19,426,002 Taxation 1,033,304 189,215 Proposed dividend 1,999,000 61,038,994 65,012,538 ----------------- ----------------- Net current liabilities (17,162,522) (25,692,071) 185,803,319 158,023,232 ========= ========= Financed by: Capital and reserves 22 Share capital 11 63,000,006 19,990,002 Reserves 12 75,633,059 85,774,270 Shareholders funds 138,633,065 105,764,272 Minority shareholders interests 13 12,091,064 10,606,831 Long term and deferred liabilities Borrowings 10 27,934,200 38,124,877 Deferred taxation 7,144,990 3,527,252 35,079,190 41,652,129 185,803,319 158,023,232 ========= ========= The notes set out on pages 31 to 55 form an integral part of, and should be read in conjunction with, these financial statements. 2 0 0 0 ANNUAL R E P O R T
GROUP INCOME STATEMENT ( for the year ended 31 December 2000 ) Note 2000 1999 Revenue 14 122,131,418 104,435,756 Other operating income 5,708,800 6,889,285 Operating costs (23,717,731) (21,862,446) Staff cost (49,605,718) (40,838,331) Depreciation and amortisation (11,458,234) (9,106,484) Other operating expenses (5,368,806) (6,076,211) Profit from operations 37,689,729 33,441,569 Interest income 589,061 630,831 Finance cost (4,701,378) (5,220,873) Profit before taxation 15 33,577,412 28,851,527 Tax expense 17 (9,207,577) (1,367,876) Profit after taxation 24,369,835 27,483,651 Less: Minority interests (314,487) (2,917,814) Net profit for the year 24,055,348 24,565,837 ========= ========= Earnings per ordinary share (sen) 18 - Basic (1999 - adjusted) 40 41 ========= ========= - Diluted 40 41 ========= ========= Dividends per ordinary share (sen) 19 - excluding proposed final dividend 3.6 ========= ========= - including proposed final dividend 7.2 10 ========= ========= 23 The notes set out on pages 31 to 55 form an integral part of, and should be read in conjunction with, these financial statements. INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
G ROUP STATEMENT OF RECOGNISED GAINS AND LOSSES (for the year ended 31 December 2000) Note 2000 1999 Dilution of interest to minority shareholders (23,067) Net losses not recognised in the income statement 12 (23,067) Net profit for the year 24,055,348 24,565,837 Total recognised gains for the year 24,032,281 24,565,837 ========= ========= The notes set out on pages 31 to 55 form an integral part of, and, should be read in conjunction with, these financial statements. 24 2 0 0 0 ANNUAL R E P O R T
GROUP CASH FLOW STATEMENT ( for the year ended 31 December 2000 ) 2000 1999 Cash flows from operating activities Profit before taxation 33,577,412 28,851,527 Adjustments for: Amortisation of development costs 131,045 83,002 Deferred expenditure written off 40,716 Depreciation 11,327,189 9,023,482 Interest expenses 4,701,378 5,220,873 Property, plant and equipment written off 3,491 52,565 Provision for doubtful debts 39,365 Gain on disposal of a subsidiary company (40,979) Gain on disposal of property, plant and equipment (47,444) (13,834) Interest income from fixed deposits (589,061) (630,831) Operating profit before working capital changes 49,103,747 42,626,149 Changes in working capital: Inventories (93,009) (37,339) Trade and other receivables (5,188,861) (5,065,865) Trade and other payables (3,071,984) (1,436,095) Cash generated from operations 40,749,893 36,086,850 Taxation paid (6,072,475) (6,906,054) Interest expenses paid (476,554) (1,442,687) Deferred expenditure paid (8,535) Development costs paid (240,257) (248,726) Net cash generated from operating activities 33,960,607 27,480,848 --------------- --------------- Cash flows from investing activities Acquisition of a subsidiary company, net of cash acquired (i) Disposal of a subsidiary company, net of cash disposed (ii) 67,083 Interest income from fixed deposits 589,061 630,831 Proceeds from disposal of property, plant and equipment 616,547 49,475 Purchase of property, plant and equipment (iii) (29,149,379) (24,120,479) Net cash used in investing activities (27,876,688) (23,440,173) --------------- --------------- 25 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
2000 1999 Cash flows from financing activities Corporate exercise expenditure paid (455,988) Dividends paid (4,267,000) (1,439,280) Dividends paid to minority shareholders (544,039) (565,000) Drawdown of term loans 21,952,000 Proceeds from private placement of shares 11,665,500 Repayment of hire purchase and term loans interest (4,224,824) (3,778,186) Repayment of hire purchase liabilities (3,918,177) (2,737,522) Repayment of term loans (7,425,902) (2,164,275) Repayment to directors (2,500) (2,500) Subscription of shares by minority shareholders 1,494,000 144,000 Net cash (used in) / generated from financing activities (7,678,930) 11,409,237 --------------- --------------- Net increase in cash and cash equivalents (1,595,011) 15,449,912 Cash and cash equivalents at beginning of year 19,665,470 4,215,558 Cash and cash equivalents at end of year (iv) 18,070,459 19,665,470 ======== ======== (i) Acquisition of a subsidiary company During the year, the Group acquired I Lead Dot Com Sdn. Bhd. The fair value of asset assumed was as follows: 2000 Purchase price paid equivalents to net asset acquired 2 Less: Cash and cash equivalents of I Lead Dot Com Sdn. Bhd. (2) Cash flow on acquisition, net of cash acquired ===== 26 2 0 0 0 ANNUAL R E P O R T (ii) Disposal of a subsidiary company During the year, the Group disposed of Inti Information Technology Centre (Penang) Sdn. Bhd. The value of assets and liabilities disposed of were as follows: 2000 Property, plant and equipment 116,511 Current assets 146,937 Current liabilities (333,995) Minority interest 34,568 Net assets disposed (35,979) Gain on disposal 40,979 Sale proceeds 5,000 Less: cash in hand (500) Add: bank overdraft 62,583 Cash flow on disposal, net of cash disposed 67,083 ======
(iii) Purchase of property, plant and equipment During the year, the Group acquired property, plant and equipment with an aggregate cost of 31,081,825 (1999 26,863,138), of which 1,932,446 (1999 2,742,659) was acquired by means of hire purchases. (iv)cash and cash equivalents Cash and cash equivalents included in the Group cash flow statement comprise the following balance sheet amounts:- 2000 1999 Cash and bank balances 10,256,391 11,825,311 Fixed deposits with licensed banks 15,512,582 16,061,866 Bank overdrafts (7,698,514) (8,221,707) 18,070,459 19,665,470 ======== ======== The notes set out on pages 31 to 55 form an integral part of, and, should be read in conjunction with, these financial statements. 27 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
C OMPANY BALANCE SHEET ( at 31 December 2000 ) Note 2000 1999 Investment in subsidiary companies 3 77,177,930 77,177,930 Current assets Other receivables 7 26,465,331 15,799,313 Cash and cash equivalents 8 3,662,050 2,365,407 30,127,381 18,164,720 ----------------- ----------------- Current liabilities Other payables 9 276,841 256,218 Taxation 9,875 Proposed dividend 1,999,000 286,716 2,255,218 ----------------- ----------------- Net current assets 29,840,665 15,909,502 107,018,595 93,087,432 ========= ========= Financed by:- Capital and reserves 28 Share capital 11 63,000,006 19,990,002 Reserves 12 44,018,589 73,097,430 Shareholders funds 107,018,595 93,087,432 ========= ========= The notes set out on pages 31 to 55 form an integral part of, and should be read in conjunction with, these financial statements. 2 0 0 0 ANNUAL R E P O R T
C OMPANY INCOME STATEMENT ( for the year ended 31 December 2000 ) Note 2000 1999 Revenue 14 7,100,000 10,650,000 Other operating income 200 Operating costs (9,772) (1,816) Staff cost (108,000) (108,000) Other operating expenses (133,651) (162,448) Profit from operations 6,848,777 10,377,736 Interest income 177,433 75,054 Profit before taxation 15 7,026,210 10,452,790 Tax expense 17 (2,036,559) Net profit for the year 4,989,651 10,452,790 ======== ======== Dividends per ordinary share (sen) 19 - excluding proposed final dividend 3.6 ======== ======== - including proposed final dividend 7.2 10 ======== ======== Statement of total recognised gains and losses The Company has no recognised gains and losses other than the profit for the year. The notes set out on pages 31 to 55 form an integral part of, and should be read in conjunction with, these financial statements. 29 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)
C OMPANY CASH FLOW STATEMENT ( for the year ended 31 December 2000 ) Note 2000 1999 Cash flows from operating activities Profit before taxation 7,026,210 10,452,790 Adjustments for: Dividend income (7,100,000) (10,650,000) Interest income (177,433) (75,054) Operating loss before working capital changes (251,223) (272,264) Changes in working capital: Other receivables (10,669,218) (9,500,461) Other payables 20,623 55,738 Cash used in operations (10,899,818) (9,716,987) Taxation paid (35,484) (42,200) Net cash used in operating activities (10,935,302) (9,759,187) --------------- --------------- Cash flows from investing activities Dividends received 5,112,000 10,650,000 Interest income from fixed deposits 177,433 75,054 Investment in subsidiary companies (99,996) Net cash generated from investing activities 5,289,433 10,625,058 --------------- --------------- Cash flows from financing activities Corporate exercise expenditure paid (455,988) Dividends paid to shareholders (4,267,000) (1,439,280) Proceeds from private placement of shares 11,665,500 Net cash generated from / (used in) financing activities 6,942,512 (1,439,280) --------------- --------------- Net increase / (decrease) in cash and cash equivalents 1,296,643 (573,409) 30 Cash and cash equivalents at beginning of year 2,365,407 2,938,816 Cash and cash equivalents at end of year 8 3,662,050 2,365,407 ======== ======== The notes set out on pages 31 to 55 form an integral part of, and, should be read in conjunction with, these financial statements. 2 0 0 0 ANNUAL R E P O R T
NOTES TO THE FINANCIAL STATEMENTS 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following accounting policies are adopted by the Group and the Company and are consistent with those adopted in previous years. (a) Basis of accounting The financial statements of the Group and of the Company are prepared under the historical cost convention as modified by the revaluation of certain property, plant and equipment and investment in subsidiary companies and in compliance with applicable approved accounting standards in Malaysia. (b) Basis of consolidation Subsidiary companies are those enterprises controlled by the Company. Control exists when the Company has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to obtain benefits from its activities. The financial statements of subsidiary companies are included in the consolidated financial statements from the date that control effectively commences until the date that control effectively ceases. Subsidiary companies are consolidated using the acquisition method of accounting. Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed during the year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiary companies net assets are determined and these values are reflected in the Group financial statements. The difference between the acquisition cost and the fair values of the subsidiary companies net assets is reflected as goodwill or reserve on consolidation as appropriate. The Group financial statements consolidate the audited financial statements of the Company and its subsidiary companies made up to 31 December 2000. Intragroup transactions and balances and the resulting unrealised profits are eliminated on consolidation. Unrealised losses resulting from intragroup transactions are also eliminated unless cost cannot be recovered. 31 INTI UNIVERSAL HOLDINGS BHD (Co. No.266729-P)