C o n t e n t s Notice Of Annual General Meeting Corporate Information Corporate Structure Corporate Calendar Audit Committee Chairman s Statement Financial Statements Analysis Of Shareholdings Properties Owned By The Group Form Of Proxy 2 4 7 8 9 11 14 46 47 49
Notice Of Annual General Me e t i n g NOTICE IS HEREBY GIVEN THAT the Fifth Annual General Meeting of the Company will be held at Danau Room, Kota Permai Golf and Country Club, No. 1, Jalan 31/100A, Kota Kemuning, Section 31, 40460 Shah Alam, Selangor Darul Ehsan on Wednesday, 27 June 2001 at 11.30 a.m. for the following purposes:- AGENDA 1. To receive and adopt the Audited Accounts for the financial year ended 31 December 2000 together with the Report of the Directors and Auditors thereon. 2. To approve the payment of a First and Final Tax Exempt Dividend of 6% for the financial year ended 31 December 2000. 3. To approve the payment of Di re c t o r s fees in respect of the financial year ended 31 December 2000. (Resolution 1) (Resolution 2) (Resolution 3) 2 4. To re-elect the following Directors who retire by rotation in accordance with Article 80 of the Company s Articles of Association and being eligible, offer themselves for re-election:- a) Dato Tee Boon Kee b) Datin Chung Geok Siew c) Mr. Tee Boon Keat 5. To re-elect Mr. Eow Kwan Hoong, who retires in accordance with Article 87 of the Company s Articles of Association and being eligible, offers himself for re-election. 6. To re-appoint Messrs. Horwath Mok & Poon as auditors and to authorise the directors to fix their remuneration. (Resolution 4) (Resolution 5) (Resolution 6) (Resolution 7) (Resolution 8) AS SPECIAL BUSINESS:- 7. To consider and, if thought fit, pass the following Ordinary Resolution:- Ordinary Resolution 1 Authority to Issue Shares pursuant to Section 132D of the Companies Act, 1965 (Resolution 9) THAT subject always to the Companies Act, 1965 and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the total issued capital of the Company and that such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company. 8. To consider and, if thought fit, pass with or without modifications, the follow i n g Special Resolutions:- Special Resolution 1 Proposed Amendment to the Memorandum of Association (Resolution 10) THAT the proposed alteration, modification or addition to the Memorandum of Association as set out in Appendix 1(A) of the Circular to Shareholders dated 30 May 2001, be and are hereby approved AND THAT the Board of Directors be and is hereby authorised to give effect to the said amendments to the Memorandum of Association accordingly. Special Resolution 2 Proposed Amendments to the Articles of Association (Resolution 11)) THAT the proposed alterations, modifications or additions to the Articles of Association as set out in Appendix 1(B) of the Circular to the Shareholders dated 30 May 2001, be and are hereby approved AND THAT the Board of Directors be and is hereby authorised to give effect to the said amendments to the Articles of Association accordingly.
Notice Of Annual General Me e t i n g ( c o n t d ) 9. To transact any other business of the Company for which due notice shall have been given. NOTICE OF DIVIDEND PAYMENT NOTICE IS ALSO HEREBY GIVEN THAT the First and Final Tax Exempt Dividend of 6%, if approved, will be paid on 9 August 2001 to depositors registered in the Record of Depositors at the close of business on 12 July 2001:- A depositor shall qualify for entitlement only in respect of:- a) Shares transferred into the Depositors Securities Account before 12.30 p.m. on 12 July 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, 3 NG SAY OR Company Secretary (LS 00515) Date: 30 May 2001 Notes: i. A proxy shall be a member of the Company and if the proxy is not a member of the Company, the proxy shall be an advocate or an approved company auditor or a person approved by the Registrar of Companies. ii. To be valid, the proxy form duly completed must be deposited at the registered office of the Company situated at 26A, Jalan Sireh, 41050 Klang, Selangor Darul Ehsan not less than 48 hours before the time for holding the meeting. iii. A member shall be entitled to appoint more than one proxy (subject always to a maximum of two proxies at each meeting) to attend and vote at the same meeting. iv. Where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. v. If the appointer is a corporation, this form must be executed under its Seal or under the hand of its attorney. Explanatory Notes to Special Business 1. Ordinary Resolution 1 The Ordinary Resolution 1 proposed under Resolution 9, if passed, will empower the Directors to allot and issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as they consider would be in the interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. 2. Special Resolutions Explanatory notes on Special Resolutions (Resolutions 10 and 11) are contained in the Circular to Shareholders dated 30 May 2001 which is sent to you together with the 2000 Annual Report.
C orporate In f o rm a t i o n B o a rd Of Di re c t o r s 4 (Chairman) Gen (R) Tan Sri Dato Paduka Mohamed Hashim Bin Mohd Ali (Managing Director) Dato Tee Boon Kee (Executive Director) Datin Chung Geok Siew (Executive Director) Dato Ir Haji Noor Azmi Bin Jaafar (Executive Director) Tee Boon Keat (Executive Director) Chung Chee Sun (Independent Non-Executive Director) Dato Dr. M SHANmughalingam (Independent Non-Executive Director) Mohamed Nizam Bin Tun Abdul Razak
Dato Tee Boon Kee Managing Director & CEO Dato Ir Haji Noor Azmi Bin Jaafar Executive Director Manufacturing Datin Chung Geok Siew Executive Director Finance & Administration Chung Chee Sun Chief Executive Officer Delloyd Auto Parts Mfg Sdn Bhd Tee Boon Keat Chief Executive Officer Delloyd Auto Parts (M) Sdn Bhd Ong Soon Ho Chief Executive Officer Hextar Chemicals Sdn Bhd Lawrence Chong Kin Min Senior General Manufacturing Chan Yoke Hoong Senior General Finance & Administration William Ng Chin Seng General Production Planning & Control and Inventory T. Hiraga Advisor to R&D Dept. Head of Advance Styling & Product Planning Mustaffa Bin Haji Bakar Senior Project & Customer Service Jackie Chew Soo Mee Senior Quality Assurance Jessica Tho Lai Foong Senior Finance & Accounts Chung Chee Yoke Plantation Patrick Lim Chon Lan Corporate Planning Tay Koh Heng Assembly I Badrol Hisham Bin Jeran Assembly II Josephine Choo Luck Mooi Internal Audit Tee Choon Kuan R&D-Electronic/Electrical Wan Rizam Bin Wan Zain R&D-Mechanical C orporate In f o rmation ( c o n t d ) Management Te a m Hasbullah Bin Abdul Rahman R&D-Prototype & Drawing 5 Ruby Ong Procurement See Meng Yan Human Resource Development Chin Wai Mun Delloyd Auto Parts Mfg Sdn Bhd
Corporate In f o rmation ( c o n t d ) SECRETARIES Mr. Ng Say Or (LS 00515) Ms. Yew Ing Chuo (MAICSA 7003806) REGISTERED OFFICE AUDITORS 26A Jalan Sireh 41050 Klang Selangor Darul Ehsan 6 Horwath Mok & Poon Public Accountants (Malaysia) Level 16, Tower C, Megan Phileo Avenue 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur REGISTRARS Bina Management (M) Sdn Bhd (50164-V) Lot 10, The Highway Centre, Jalan 51/205 46050 Petaling Jaya Selangor Darul Ehsan STOCK EXCHANGE LISTING The Kuala Lumpur Stock Exchange (Main Board) Stock Code: 6505 AUDIT COMMITTEE En. Mohamed Nizam Bin Tun Abdul Razak (Chairman) Dato Dr. M. SHANmughalingam Dato Tee Boon Kee PRINCIPAL BANKERS SOLICITORS RHB Bank Berhad (6171-M) Malayan Banking Berhad (3813-K) Hong Leong Bank Berhad (97143-X) OCBC Bank (Malaysia) Berhad (295400-W) J. M. Chong, Vincent Chee and Co Wisma TLT, Tingkat 5, No. 28, Jalan Bukit Kuda 41300 Klang, Selangor Darul Ehsan Lee, Perara & Tan No 55, Jalan Thambapillai Off Jalan Tun Sambanthan, Brickfields 50470 Kuala Lumpur
C orporate St ru c t u re MAGNAVISION (M) DELLOYD INDUSTRIES (M) DELLOYD-MURAKAMI (M) 51% DELSASKOM DELLOYD AUTO PARTS (M) AUTOBAGS (M) 45% THAI DELLOYD COMPANY LTD 7 DELLOYD AUTO PARTS MFG TARGET FLOW (M) DELLOYD MANAGEMENT SERVICES (M) 60% HEXTAR CHEMICALS HEXTAR CORPORATION D E L LOY D V E N T U R E S B E R H A D 40% HEXTAR LANDSCAPE SERVICES DELLOYD (MALAYSIA) DELLOYD ELECTRONICS (M) DELLOYD DOTCOM 50.1% ASIAN AUTO INTERACTIVE 90% DELLOYD PLANTATION
C orporate Ca l e n d a r Date Y e a r 2 0 0 0 E v e n t 25 February Extraordinary General Meeting where shareholders approved the acquisition of two pieces of vacant industrial land by Delloyd Industries (M) Sdn Bhd. 9 March Renewal of Technical Assistance Agreement between Delloyd Industries (M) Sdn Bhd and Murakami Corporation, Japan for the manufacture/sale of door mirrors and interior rearview mirrors for a further five years. 8 10 March Options granted to eligible employees to subscribe for 281,000 new ordinary shares of RM1.00 each in the Company at an exercise price of RM4.10 per share pursuant to the ESOS. 8 May Delloyd Industries (M) Sdn Bhd awarded a certificate of recognition by the honourable Prime Minister of Malaysia, YAB Dato Seri Dr. Mahathir Bin Mohamad for being a member of the WAJA PROJECT TEAM in recognition of extraordinary effort and contribution in the technical achievement of Proton Waja. 21 June Fourth Annual General Meeting. 19-20 July Delloyd Industries (M) Sdn Bhd participated in the 3rd Conference on ASEAN Auto Supporting Industries organised by JETRO in Jakarta, Indonesia. 9 August Payment of first and final tax-exempt dividend of 10% for the financial year ended 31 December 1999. 20 September Delloyd Industries (M) Sdn Bhd presented with a Certificate of Merit as a Tier One Vendor for Proton by YB Dato Seri Rafidah Aziz, Minister of International Trade and Industries in recognition and appreciation of invaluable contribution in areas of design and engineering capabilities of the first and truly Malaysian car, the Proton Waja. 6 December Hextar Chemicals Sdn Bhd awarded the BS EN ISO 9002 : 1994 Certification by AJA Registrars. Date Y e a r 2 0 0 1 E v e n t 12 January Delloyd Group of Companies Annual Dinner. 19 January Delloyd Industries (M) Sdn Bhd awarded the prestigious QS-9000 Certification by SIRIM. 26 February Announcement to the Kuala Lumpur Stock Exchange, the unaudited results of Delloyd Ventures Berhad for the financial year ended 31 December 2000. 1 March Handover of new factory, completed at a cost of RM4.87 million with a total built up area of 9,734 sq. meter. 16 March Signing of 2nd Collective Agreement between Delloyd Industries (M) Sdn Bhd and Kesatuan Pekerja-Pekerja Delloyd Industries (M) Sdn Bhd.
A udit Committee OBJECTIVE The objective of the Audit Committee is to assist the Board in discharging its statutory obligations and responsibilities relating to accounting and reporting practices and to ensure high standards of corporate disclosure to the Kuala Lumpur Stock Exchange. CONSTITUTION The Audit Committee was created by the Board of Delloyd Ventures Berhad pursuant to its resolution on 10 March 1997. MEMBERSHIP The Audit Committee shall be appointed by the Board from amongst their number and shall consist of not less than 3 members of whom a majority shall not be:- 9 a) executive directors of the Company or any related corporation; b) a spouse, parent, brother, sister, son or adopted son or daughter of an executive director of the Company or any related corporation; or c) any person having a relationship which in the opinion of the Board of Directors, would interfere with the exercise of independent judgement in carrying out the functions of an audit committee. The Chairman of the Committee shall be appointed by the Board. AUTHORITY The Committee is authorised by the Board to investigate any activity within its terms of reference. It is authorised to seek any information it requires from any employee and all employees are directed to cooperate with any request made by the Committee. The Committee is authorised by the Board to obtain outside legal or other independent professional advice and to secure the attendance of outside professionals with relevant experience and expertise if it considers this necessary. MEETING A quorum shall be two members, one of whom shall be the Chairman of the Audit Committee. Meetings shall be held not less than four times a year and additional meetings may be held as and when the Committee deems necessary. The external auditors may request a meeting if they consider that one is necessary. The Company Secretary shall be the Secretary to the Audit Committee. The Secretary shall circulate the minutes of meeting of the Committee to all members of the Board.
A udit Committee ( c o n t d ) DUTIES AND FUNCTIONS The duties and functions of the Audit Committee shall include the following:- a) To review the audit plan, its scope and nature with the external auditors. with the external auditors, the results of their evaluation of the accounting policies and system of internal accounting controls. the audit report with the external auditors. 10 the quarterly report on consolidated results with management and the consolidated accounts of the Gro u p and the accounts of the Company as well as the auditor s report thereon prior to submission to the Board of Directors. any significant related party transactions that may arise within the Company or Group. interim financial information and press releases relating to financial matters of importance. b) To consider any matters which the auditors wish to bring to the attention of the Directors/Shareholders. c) To consider the nomination of a person or persons as auditors (whether internal or external). together with such other functions as may be agreed to by the Audit Committee and the Board of Directors. Lab analysis and Mixing tanks at Hextar Chemicals Oil palm fruits