Proton Holdings Berhad: Company No. 623177 A
Proton Holdings Berhad: Company No. 623177 A
Proton Holdings Berhad: Company No. 623177 A
623177
0994A6/ps
Company No.
623177
CONTENTS
DIRECTORS REPORT
INCOME STATEMENTS
BALANCE SHEETS
STATEMENTS OF CHANGES IN EQUITY
PAGES
1-4
5
6-7
8 - 10
11 - 13
14 - 74
STATEMENT BY DIRECTORS
75
STATUTORY DECLARATION
75
76 - 77
Company No.
623177
DIRECTORS' REPORT
The Directors have pleasure in submitting their annual report to the members together with the
audited financial statements of the Group and Company for the financial year ended 31 March
2006.
PRINCIPAL ACTIVITIES
The Company is principally involved in investment holding activities.
The principal activities of the subsidiaries, jointly controlled entities and associated companies are
set out in Notes 24 to 26 of the financial statements. There have been no significant changes in
the activities of the Group and the Company during the financial year.
FINANCIAL RESULTS
Group
RM'000
Company
RM'000
46,394
296
46,690
111,022
0
111,022
DIVIDENDS
The amount of dividends paid or declared by the Company since 31 March 2005 were as follows:
RM'000
In respect of the financial year ended 31 March 2005:
Final tax exempt dividend of 10.0 sen per ordinary share,
paid on 28 October 2005
54,921
The Directors now recommend the payment of a final tax exempt dividend of 5.0 sen per ordinary
share on 549,213,002 ordinary shares amounting to RM27,460,650 for the financial year ended 31
March 2006, subject to the approval of members at the forthcoming Annual General Meeting of the
Company.
Company No.
623177
DIRECTORS
The Directors who have held office during the period since the date of the last report are:
Dato Mohammed Azlan bin Hashim
Syed Zainal Abidin bin Syed Mohamed Tahir
Abdul Jabbar bin Abdul Majid
Lt Gen (R) Dato Seri Mohamed Daud bin Abu Bakar
Badrul Feisal bin Abdul Rahim
Mohammad Zainal bin Shaari
Haji Abdul Kadir bin Md Kassim
Dato Ahmad bin Hj Hashim
Datuk Kisai bin Rahmat
Dato Haji Abd. Rahim bin Haji Abdul
Tengku Tan Sri Dr Mahaleel bin Tengku Ariff
(Appointed on 1.1.2006)
(Appointed on 26.10.2005)
(Appointed on 1.1.2006)
(Resigned on 2.9.2005)
(Resigned on 30.9.2005)
In accordance with Article 104 of the Companys Articles of Association, Abdul Jabbar bin Abdul
Majid and Dato Mohammed Azlan bin Hashim, retire at the forthcoming Annual General Meeting
and, being eligible, offer themselves for re-election.
In accordance with Article 111 of the Companys Articles of Association, Syed Zainal Abidin bin
Syed Mohamed Tahir and Dato Ahmad bin Hj Hashim retire at the forthcoming Annual General
Meeting and, being eligible, offer themselves for election.
In accordance with Section 129(2) of the Companies Act 1965, Lt Gen (R) Dato Seri Mohamed
Daud bin Abu Bakar, having attained the age of 70, retires at the forthcoming Annual General
Meeting and offers himself for reappointment under Section 129(6) of the Companies Act 1965.
Datuk Kisai bin Rahmat has tendered his resignation with effect from 31 July 2006.
DIRECTORS INTEREST IN SHARES AND DEBENTURES
According to the register of Directors` shareholdings, no Director in office at the end of the financial
year held any interest in shares or debentures in the Company or its related corporations.
STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS
Before the income statements and balance sheets of the Group and Company were made out, the
Directors took reasonable steps:
(a)
to ascertain that proper action had been taken in relation to the writing off of bad debts and
the making of allowance for doubtful debts and satisfied themselves that all known bad
debts had been written off and that adequate allowance had been made for doubtful debts;
and
(b)
to ensure that any current assets, other than debts, which were unlikely to realise in the
ordinary course of business their values as shown in the accounting records of the Group
and Company had been written down to an amount which they might be expected so to
realise.
2
Company No.
623177
which would render the amounts written off for bad debts or the amount of the allowance
for doubtful debts in the financial statements of the Group and Company inadequate to
any substantial extent; or
(b)
which would render the values attributed to current assets in the financial statements of
the Group and Company misleading; or
(c)
which have arisen which render adherence to the existing method of valuation of assets or
liabilities of the Group and Company misleading or inappropriate.
No contingent or other liability 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 Company to meet their
obligations when they fall due.
At the date of this report, there does not exist:
(a)
any charge on the assets of the Group or the Company which has arisen since the end of
the financial year which secures the liability of any other person; or
(b)
any contingent liability of the Group or the Company which has arisen since the end of the
financial year.
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.
In the opinion of the Directors:
(a)
the results of the Group's and Company's operations during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature
except as disclosed in Notes 4 and 43 to the financial statements; and
(b)
there has not arisen in the interval between the end of the financial year and the date of
this report any item, transaction or event of a material and unusual nature likely to affect
substantially the results of the operations of the Group or the Company for the financial
year in which this report is made.
Company No.
623177
AUDITORS
The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office.
Signed on behalf of the Board of Directors in accordance with their resolution dated 26 July 2006.
Company No.
623177
INCOME STATEMENTS
FOR THE FINANCIAL YEAR ENDED 31 MARCH 2006
Note
Revenue
Cost of sales
Gross profit
Other operating income
Distribution costs
Administrative expenses
Other operating expenses
Profit from operations
Finance cost
Share of results of associated
companies
Share of results of jointly
controlled entities
- operating results
- goodwill impairment charge
4
6
7,796,932
(6,895,091)
901,841
230,544
(439,754)
(580,771)
(78,834)
33,026
(43,878)
23,383
26
2006
RM'000
8
8
15,541
0
28,072
Group
Restated
2005
RM'000
8,483,295
(7,102,493)
1,380,802
148,572
(301,453)
(409,057)
(46,369)
772,495
(46,192)
39,818
13,771
(367,577)
412,315
Company
2006
RM'000
111,097
0
111,097
836
0
(834)
0
111,099
0
0
2005
RM'000
1,488,839
0
1,488,839
0
0
(1,320)
(209)
1,487,310
0
0
0
0
111,099
0
0
1,487,310
(364,203)
0
0
28,409
0
43,161
(77)
0
(7,093)
(8,396)
(2,994)
(4,638)
18,322
46,394
30,127
442,442
(77)
111,022
(364,203)
1,123,107
296
46,690
442,442
111,022
1,123,107
8.5
N/A
80.6
N/A
Company No.
623177
Note
2006
RM'000
Group
Restated
2005
RM'000
Company
10
11
1,389,005
1,142,851
967,080
1,348,555
0
195
0
4,489
12
68,041
6,315
13
4,394
3,554
14
45,285
51,491
211,965
37,866
13,179
201,535
0
118
0
3,713
0
0
2006
RM'000
2005
RM'000
CURRENT ASSETS
Inventories
Trade and other receivables
Amounts due from subsidiary
companies
Amounts due from associated
companies
Amount due from jointly controlled
entities
Tax recoverable
Short term investments
Deposits, bank and
cash balances
15
16
1,585,982
4,430,973
2,454,718
5,026,487
49,835
118,189
50,638
65,155
17
18
1,247,328
217,062
1,694,165
239,888
2,719
0
2,517
0
19
10,086
13,355
20
34,904
5,034
CURRENT LIABILITIES
Trade and other payables
Provisions
Amounts due to subsidiary
companies
Amounts due to associated
companies
Amount due to jointly controlled
entities
Taxation
Short term borrowings
21
22
20,138
16,865
804,766
2,341,063
40,395
2,624
227,921
2,210,027
2,089,910
2,816,460
3,330,946
0
155,702
249,963
10,397
105,786
29,008
3,881,802
3,313,352
0
161,963
255,457
6,276
38,479
29,008
3,804,535
0
0
0
12,805
105,384
0
0
0
15,872
49,283
NON-CURRENT ASSETS
Property, plant and equipment
Subsidiary companies
Associated companies
Jointly controlled entities
Other long term investments
Deferred tax assets
Goodwill
23
24
25
26
27
28
29
0
1,465,659
13,600
0
6,475
0
0
1,485,734
0
1,465,659
17,600
0
2,475
0
0
1,485,734
Company No.
623177
Note
2006
RM'000
Group
Restated
2005
RM'000
Company
2006
RM'000
2005
RM'000
NON-CURRENT LIABILITIES
Long term liabilities
Deferred tax liabilities
30
28
100,255
805
101,060
5,870,652
759,639
1,074
760,713
5,860,282
0
0
1,591,118
0
0
1,535,017
31
32
549,213
5,321,439
5,870,652
549,213
5,310,736
5,859,949
549,213
1,041,905
1,591,118
549,213
985,804
1,535,017
5,870,652
333
5,860,282
1,591,118
1,535,017
FINANCED BY:
Share capital
Reserves
SHAREHOLDERS FUNDS
MINORITY INTERESTS
Company No.
623177
Note
549,213
43
As restated
Currency translation differences
Net profit attributable to shareholders
Dividend for the financial year ended
31 March 2005 - interim
At 31 March 2005
549,213
Capital
reserves
RM000
549,213
475,617
549,213
0
0
0
0
475,617
0
0
Non-distributable
Foreign
exchange
Goodwill
translation
RM000
RM000
(359,597)
(69,631)
359,597
(69,631)
0
0
(12,185)
0
Distributable
Retained
earnings
RM000
Total
RM000
4,942,385
5,537,987
(330,589)
4,611,796
29,008
5,566,995
0
442,442
(12,185)
442,442
9
0
549,213
549,213
475,617
(81,816)
(137,303)
4,916,935
(137,303)
5,859,949
Company No.
623177
Note
549,213
43
As restated
Currency translation differences
Net profit attributable to shareholders
Dividend for the financial year ended
31 March 2005 - final
At 31 March 2006
549,213
549,213
549,213
475,617
549,213
0
0
9
Capital
reserves
RM000
0
0
475,617
0
0
549,213
475,617
Non-distributable
Foreign
exchange
Goodwill
translation
RM000
RM000
(727,174)
(81,816)
727,174
(81,816)
0
0
0
18,934
0
0
(62,882)
Distributable
Retained
earnings
RM000
Total
RM000
5,615,101
5,830,941
(698,166)
4,916,935
29,008
5,859,949
0
46,690
(54,921)
4,908,704
18,934
46,690
(54,921)
5,870,652
Company No.
623177
Note
At 1 April 2004
Ordinary share issued
Net profit attributable to shareholders
Dividend for the financial year ended
31 March 2005 - interim
At 1 April 2005
Net profit attributable to shareholders
Dividend for the financial year ended
31 March 2005 - final
549,213
0
549,213
0
0
1,123,107
549,213
1,123,107
(137,303)
985,804
(137,303)
1,535,017
549,213
At 31 March 2006
* Number of share issued is 2 units.
# Nominal value of share issued is RM2.
The notes on pages 14 to 74 form part of these financial statements.
10
Total
RM000
549,213
0
9
Retained
earnings
RM000
549,213
At 31 March 2005
Distributable
549,213
549,213
0
0
549,213
985,804
111,022
(54,921)
1,041,905
1,535,017
111,022
(54,921)
1,591,118
Company No.
623177
Note
2006
RM'000
Group
Restated
2005
RM'000
Company
2006
RM'000
2005
RM'000
46,394
442,442
111,022
1,123,107
(18,322)
(30,127)
77
364,203
351,409
82,857
5,066
(218)
312,428
135,643
1,879
23,713
0
0
0
0
0
0
0
0
46,865
43,878
(67,388)
18,527
46,192
(87,910)
(23,383)
(39,818)
(15,541)
(13,771)
0
0
22,000
367,577
0
0
0
0
(7,202)
7,202
(2,664)
(11,106)
48
117,923
0
9,983
0
0
0
0
(20,365)
(6,208)
224
81,314
0
(9,525)
55,645
0
(9,178)
611,146
11
1,245,113
0
0
(588)
0
0
0
0
0
(111,097)
0
(1,300,724)
(188,115)
(586)
(1,305)
Company No.
623177
2006
RM'000
Group
Restated
2005
RM'000
Company
(468,790)
(184,016)
45,479
0
(441,182)
0
4,294
(61,726)
(4,713)
(6,315)
(8,259)
(35,488)
3,713
(3,713)
(420,151)
(90,151)
0
233,318
(87,706)
0
222
(3,269)
9,613
(321,113)
9,639
739,678
(57,352)
(174)
(62,687)
76,835
(40,505)
(53,696)
94,704
(43,844)
(98)
568
0
0
0
0
(347,470)
736,842
(56,882)
(174)
(478,451)
(895,206)
0
(207,817)
(510,232)
(222,128)
0
0
0
0
207,253
206,477
15,816
42,452
17,447
32,069
0
111,000
0
188,115
2006
RM'000
2005
RM'000
2,517
0
13,355
4,000
(420,747)
(1,367,573)
111,000
188,115
12
Company No.
623177
Note
2006
RM'000
Group
Restated
2005
RM'000
Company
2006
RM'000
2005
RM'000
(54,921)
0
(137,303)
333
(54,921)
0
(137,303)
0
326,582
0
(54,436)
778,353
344,155
(52,342)
0
0
0
0
0
0
(10)
(326,688)
(777,177)
(11,123)
(396,838)
(120,586)
(240,829)
(54,921)
(137,303)
(888,803)
(871,560)
(803)
39
NET (DECREASE)/INCREASE IN
CASH AND CASH EQUIVALENTS
EXCHANGE RATE EFFECTS
CASH AND CASH EQUIVALENTS
AT THE BEGINNING OF THE
FINANCIAL YEAR
CASH AND CASH EQUIVALENTS
AT THE END OF THE FINANCIAL
YEAR
39
5,070
513
50,638
0
1,576,925
2,447,972
50,638
693,192
1,576,925
49,835
50,638
13
Company No.
623177
GENERAL INFORMATION
The Company is principally involved in investment holding activities.
The principal activities of the subsidiaries, jointly controlled entities and associated companies are
set out in Notes 24 to 26 to the financial statements. There have been no significant changes in
the activities of the Group and the Company during the financial year.
The Company was incorporated as a limited liability company, and is domiciled in Malaysia.
There were 11,159 (2005: 10,300) employees in the Group and no employee (2005: Nil) in the
Company at the end of the financial year. The Company is managed by employees of Perusahaan
Otomobil Nasional Sdn. Bhd.
The address of the registered office and the principal place of business of the Company is:
HICOM Industrial Estate
Batu Tiga
40000 Shah Alam
Selangor Darul Ehsan
Malaysia
Basis of preparation
The financial statements of the Group and Company have been prepared under the
historical cost convention (as modified by the revaluation of certain freehold land), unless
otherwise indicated in the summary of significant accounting policies.
The financial statements comply with the MASB approved accounting standards in
Malaysia and the provisions of the Companies Act, 1965. The preparation of financial
statements in conformity with MASB approved accounting standards in Malaysia and the
provisions of the Companies Act, 1965 require the Directors to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the financial year. These estimates are based
on the Directors best knowledge of current events and actions.
(b)
Basis of consolidation
(i)
Subsidiary companies
Subsidiary companies are those companies in which the Group has power to
exercise control over the financial and operating policies so as to obtain benefits
from their activities.
14
Company No.
623177
the ultimate shareholders remain the same, and the rights of each
shareholder, relative to other are unchanged; and
the minorities share of net assets of the Group are not altered by the
transfer.
Associated companies
Associated companies are companies in which the Group exercises significant
influence. Significant influence is the power to participate in the financial and
operating policy decisions of the associated companies but not control over those
policies.
Investments in associated companies are accounted for in the
consolidated financial statements by the equity method of accounting.
15
Company No.
623177
(iii)
(c)
Investments
Investments in other non-current investments are shown at cost and an allowance for
diminution in value is made where, in the opinion of the Directors, there is a decline other
than temporary in the value of such investments. Where there has been a decline other
than temporary in the value of an investment, such a decline is recognised as an expense
in the financial year in which the decline is identified. Refer to accounting policy Note 2(u)
on impairment of assets.
16
Company No.
623177
Investments (continued)
Short-term investments are carried at the lower of cost and market value, determined on
an aggregate portfolio basis by category of investments. Market value is calculated by
reference to stock exchange quoted selling prices at the close of business on the balance
sheet date. Increases/decreases in the carrying amount of short term investments are
credited/charged to the income statement.
On disposal of an investment, the difference between net disposal proceeds and its
carrying amount is charged/credited to the income statement.
(d)
Goodwill
Goodwill arising on consolidation represents the excess of the purchase price over the fair
value of the net assets of subsidiary and associated companies and jointly controlled
entities at the date of acquisition.
In prior financial years, goodwill on acquisition was written off and set off against reserves
in the year of acquisition. In the current year, the Directors made the decision to change
the accounting policy to recognise goodwill as an asset subject to annual impairment
review ( Refer to accounting policy Note 2(u) on impairment of assets). The Directors
believe that this change in policy will result in better presentation of the financial
statements and is in the line with developments in international standards on goodwill,
namely FRS 3 Business Combinations as it relates to goodwill accounting. The effect of
the change in policy is detailed in Note 43 to the financial statements.
(e)
17
Company No.
623177
Dies and jigs, included under plant and machinery are depreciated based on the unit of
production basis to write off the cost of the assets over the term of their estimated useful
lives which range from 5 to 6 years.
Work in progress is not depreciated. Upon completion, the related costs will be
transferred to the respective category of assets. Depreciation on work in progress
commences when the assets are ready for their intended use.
(f)
(g)
Leases
Finance leases are leases of property, plant and equipment where the Group assumes
substantially all the benefits and risks of ownership.
Property, plant and equipment acquired under finance leases are included in tangible
property, plant and equipment and are amortised in accordance with Note 2(e) above.
Obligations under such agreements are treated as a liability and finance charges are
allocated to the income statement over the lease periods to give a constant periodic rate of
interest on the remaining lease liabilities.
Operating leases are leases of assets under which a significant portion of the risks and
benefits of ownership are effectively retained by the lessor. Payments made under
operating leases are charged to the income statement on a straight-line basis over the
lease period.
18
Company No.
623177
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on
a first-in, first-out basis.
In the case of work-in-progress and finished vehicles, an appropriate proportion of
production overheads are included in the costs.
(i)
(j)
(k)
Provisions
Provisions are recognised when the Group has a present legal or constructive obligation
as a result of past events, when it is probable that an outflow of resources will be required
to settle the obligation, and when a reliable estimate of the amount can be made. Where
the Group expects a provision to be reimbursed, the reimbursement is recognised as a
separate asset but only when the reimbursement is virtually certain.
Provision for warranties
Provision is made for the estimated liability on all products under warranty in addition to
claims already received. Warranties are provided for a period of between one to three
years for vehicles sold. The provision is based on experienced levels of claims arising
during the period of warranty. When the Group expects warranties to be reimbursed from
suppliers, the reimbursement is recognised as a separate asset but only when the
reimbursement is virtually certain.
19
Company No.
623177
Employee benefits
(i)
(ii)
20
Company No.
623177
Provision (continued)
(iii)
Termination benefits
Termination benefits are payable whenever an employees employment is
terminated before the normal retirement date or whenever an employee accepts
voluntary redundancy in exchange for these benefits. The Group recognises
termination benefits when it is demonstrably committed to either terminate the
employment of current employees according to a detailed formal plan without
possibility of withdrawal or to provide termination benefits as a result of an offer
made to encourage voluntary redundancy. Benefits falling due more than 12
months after balance sheet date are discounted to present value.
(m)
Income taxes
Current tax expense is determined according to the tax laws of each jurisdiction in which
the Group operates and include all taxes based upon the taxable profits, including
withholding taxes payable by a foreign subsidiary company on distributions of retained
earnings to companies in the Group.
Deferred tax is recognised in full, using the liability method, on temporary differences
arising between the amounts attributed to assets and liabilities for tax purposes and their
carrying amounts in the financial statements.
Deferred tax assets are recognised to the extent that it is probable that taxable profit will
be available against which the deductible temporary differences or unused tax losses can
be utilised.
Deferred tax is recognised on temporary differences arising on investments in
subsidiaries, associates and joint ventures except where the timing of the reversal of the
temporary difference can be controlled and it is probable that the temporary difference will
not reverse in the foreseeable future.
Tax rates enacted or substantively enacted by the balance sheet date are used to
determine deferred tax.
(n)
21
Company No.
623177
1 USD
1 GBP
1 AUD
1 EURO
100 JPY
(o)
31.3.2006
RM
31.3.2005
RM
3.69
6.43
2.64
4.48
3.14
3.80
7.14
2.93
4.92
3.54
(p)
Revenue recognition
Revenue from sales of vehicles, spare parts and accessories are recognised upon
delivery.
Revenue from sale of completed apartments is recognised when the Sale and Purchase
Agreements are signed.
Revenue for rendering of services on long term engineering contracts is recognised on the
basis of the stage of completion of such contracts at the financial year end, where the
contractual outcome can be assessed with reasonable certainty. Full provision is made for
all foreseeable losses on contracts entered into or commenced prior to the financial year
end. Amounts are included within receivables and prepayments to recognise timing
differences arising between amounts invoiced and amounts recognised in the income
statement on individual engineering contracts.
Other revenue comprises mainly revenue from rental and royalty, which are recognised on
an accrual basis.
Dividends are recognised when the companys right to receive payment is established.
22
Company No.
623177
Financial instruments
(i)
Description
A financial instrument is any contract that gives rise to both a financial asset of
one enterprise and a financial liability or equity instrument of another enterprise.
A financial asset is any asset that is cash, a contractual right to receive cash or
another financial asset from another enterprise, a contractual right to exchange
financial instruments with another enterprise under conditions that are potentially
favourable, or an equity instrument of another enterprise.
A financial liability is any liability that is a contractual obligation to deliver cash or
another financial asset to another enterprise, or to exchange financial instruments
with another enterprise under conditions that are potentially unfavourable.
(ii)
(iii)
(iv)
23
Company No.
623177
(r)
Borrowings
Classification
Borrowings are initially recognised based on the proceeds received, net of transaction
costs incurred. Subsequently, borrowings are stated at amortised cost using the effective
yield method; any difference between proceeds (net of transaction costs) and the
redemption value is recognised in the income statement over the period of the borrowings.
Interest, dividends, losses and gains relating to a financial instrument, or a component
part, classified as a liability is reported within finance cost in the income statement.
Capitalisation of borrowings cost
Borrowings cost incurred on specific and identifiable borrowings used to finance property
development and construction contract is capitalised until the properties are ready for their
intended use.
(s)
Share capital
Ordinary shares are classified as equity. External cost directly attributable to the issue of
new shares are expensed off in the income statement.
Final dividends payable on ordinary shares are recognised as liabilities when formally
approved.
24
Company No.
623177
(u)
Impairment of assets
Property, plant and equipment and other non-current assets, including intangible assets,
are reviewed for impairment losses whenever events or changes in circumstances indicate
that the carrying amount may not be recoverable. Impairment loss is recognised for the
amount by which the carrying amount of the asset exceeds its recoverable amount. The
recoverable amount is the higher of an assets net selling price and value in use. For the
purposes of assessing impairment, assets are grouped at the lowest level for which there
is separately identifiable cash flows.
The impairment loss is charged to the income statement unless it reverses a previous
revaluation in which case it is charged to the revaluation surplus. Any subsequent
increase in recoverable amount is recognised in the income statement unless it reverses
an impairment loss on a revalued asset in which case it is taken to revaluation surplus.
REVENUE
Revenue represents the invoiced value of goods sold and services provided and is net of
commission paid to dealers and related taxes. Revenue comprises:
2006
RM'000
Sale of vehicles, spare parts
and accessories
Gross dividend income
Rendering of services
Others
7,645,963
0
142,957
8,012
7,796,932
25
Group
2005
RM'000
8,141,045
0
333,493
8,757
8,483,295
2006
RM'000
0
111,097
0
0
111,097
Company
2005
RM'000
0
1,488,839
0
0
1,488,839
Company No.
623177
Group
Restated
2005
RM'000
Company
2006
RM'000
2005
RM'000
26
0
0
0
(8,136)
(1,042)
0
(109,843)
(1,254)
0
0
(1,300,724)
(187,303)
(812)
0
0
312,428
135,643
1,879
23,713
347,193
0
0
0
0
0
0
0
0
0
0
55,645
9,983
0
0
0
0
22,000
367,577
0
0
0
0
7,202
0
0
0
0
0
(11,106)
572
0
1,217
87
0
0
105
0
0
87
1,682
3,956
580
21,044
0
0
0
0
0
0
0
0
0
0
(2,238)
(6,208)
(383)
(87,910)
18,527
(223)
0
0
(588)
0
(15)
224
0
0
0
Company No.
623177
STAFF COST
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
501,823
1,839
590,051
28,680
180
0
707
0
31,818
45,065
58,874
19,749
22,551
45,568
0
0
16
0
0
91
639,419
(22,052)
684,547
196
798
Prior to 31 March 2002, retirement benefit contributions by a subsidiary company were paid to the
Hicom Retirement Benefit Scheme, an approved independent fund. With effect from 1 April 2002,
the subsidiary converted the defined benefit scheme to a defined contribution plan with the
Employees Provident Fund (EPF). Accrued benefits under the earlier scheme were transferred to
the EPF.
As at 31 March 2002, the shortfall in the defined scheme was estimated by the subsidiary. The
actual shortfall was determined in the previous financial year, resulting in the reversal of over
provisions previously made.
Directors remuneration
The aggregate amount of emoluments receivable by the Directors of the Company during the
financial year was as follows:
Non-executive Directors:
- fees
- estimated money value of benefits-in-kind
- other employee benefits
Executive Directors:
- salaries and bonuses
- estimated money value of benefits-in-kind
- other employee benefits
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
514
24
178
500
40
0
514
24
178
412
32
0
955
57
128
1,856
707
15
76
1,338
180
16
0
912
707
15
76
1,242
Details of the defined contribution and defined benefit plans of the Group and Company are set out
in Note 33.
27
Company No.
623177
FINANCE COST
2006
RM'000
Interest expense on:
Long term loans
Short term borrowings
Others
29,105
13,791
982
43,878
Group
2005
RM'000
26,512
18,117
1,563
46,192
Included in other operating income of the Group is interest income amounting to RM67,388,000
(2005: RM87,910,000).
7
TAXATION
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
35,557
96,175
169
364,203
2,005
(152,480)
Taxation in Malaysia
Current taxation:
- charge for the financial year
- under/(over) accrual in respect
of prior years
Taxation on share of profits of
associated companies
Taxation on share of profits of jointly
controlled entities
(92)
2,798
2,270
2,454
4,027
2,173
2,074
(568)
2,941
4,295
6,126
540
611
(67,576)
(18,322)
28
8,129
(30,127)
77
364,203
Company No.
623177
TAXATION (CONTINUED)
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
Total
Taxation for Company and subsidiaries
Share of taxation in associated companies
Share of taxation in jointly controlled entities
(28,409)
7,093
2,994
(18,322)
(43,161)
8,396
4,638
(30,127)
77
0
0
77
364,203
0
0
364,203
Numerical reconciliation between the average effective tax rate and the Malaysian tax rate.
2006
%
Group
Restated
2005
%
2006
%
2005
%
28
28
28
28
Company
2006
RM000
(30)
33
(2)
2
(34)
(4)
(7)
Group
2005
RM000
0
0
(28)
0
0
0
2006
RM000
0
0
(4)
0
0
0
24
Company
2005
RM000
Disclosure items:
Current year tax losses utilised
during the financial year
Tax savings arising from such tax losses
Previously unrecognised tax losses
utilised during the financial year
Tax savings arising from such tax losses
Unutilised tax losses carried forward
Unutilised reinvestment allowance
1,057
298
2,864
858
0
0
0
0
6,675
1,869
5,014
1,467
0
0
0
0
614,461
1,421,028
803,175
1,118,500
0
0
0
0
29
Company No.
623177
2006
Group
Restated
2005
46,690
442,442
549,213
549,213
8.5
80.6
Diluted earnings per share is not presented in the financial statements since there are no dilutive
potential ordinary shares.
9
DIVIDENDS
Dividends declared or proposed in respect of the financial year ended 31 March 2006 are as
follows:
Final dividend proposed for the financial year ended 31 March 2006:
Tax exempt dividend of 5.0 sen (2005: 10.0 sen) per ordinary share
Interim dividend paid for the financial year ended 31 March 2006:
RM Nil (2005: tax exempt dividend of 25.0 sen) per ordinary share
2006
RM000
Group
2005
RM000
27,461
54,921
27,461
137,303
192,224
At the forthcoming Annual General Meeting, a final gross dividend of 5.0 sen per share (tax
exempt) amounting to RM27,461,000 will be proposed for shareholders approval. The financial
statements do not reflect this final dividend, which will only be accrued as a liability when approved
by shareholders.
30
Company No.
623177
INVENTORIES
2006
RM'000
Group
2005
RM'000
At cost
Raw materials:
- completely knocked-down packs of vehicles
- others
Parts, accessories and general stores
Work-in-progress
Finished vehicles
Goods-in-transit
Apartments for sale
262,996
148,174
91,139
102,933
651,574
65,988
171
1,322,975
155,635
111,986
87,393
102,209
389,709
36,604
9,482
893,018
1,924
118
47,357
16,631
66,030
1,389,005
2,492
1,718
58,709
11,143
74,062
967,080
11
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
Trade receivables
Allowance for doubtful debts
969,300
(52,662)
916,638
1,067,824
(19,861)
1,047,963
0
0
0
0
Other receivables
Allowance for doubtful debts
143,778
(86,333)
57,445
118,790
(1,211)
117,579
195
0
195
45
0
45
125,835
28,709
14,224
1,142,851
146,261
23,796
12,956
1,348,555
0
0
0
195
0
4,444
0
4,489
31
Company No.
623177
Pound
Sterling
RM000
US
Dollar
RM000
Euro
RM000
958,916
0
0
958,916
113
61,349
0
61,462
60,673
14,459
270
75,402
3,697
14,015
4
17,716
249 1,023,648
8,964
98,787
20,142
20,416
29,355 1,142,851
195
Ringgit
Malaysia
RM000
Pound
Sterling
RM000
US
Dollar
RM000
Euro
RM000
1,034,819
0
0
1,034,819
0
58,352
0
58,352
62,629
31,500
0
94,129
91,649
23,858
5
115,512
13,607 1,202,704
10,838
124,548
21,298
21,303
45,743 1,348,555
45
4,444
Others
RM000
Total
RM000
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Others
Company
Functional currency
Ringgit Malaysia
195
Total
RM000
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Others
Company
Functional currency
Ringgit Malaysia
4,489
Credit terms of trade receivable for the Group ranges from 14 days to 360 days (2005: 14 days to
360 days). However, the majority of the Group trade receivables have a credit term between 14
days to 60 days (2005: 14 days to 60 days).
Group sales are concentrated in Malaysia with one major third party customer in Malaysia making
up 31% (2005: 28%) of total Group revenue.
32
Company No.
623177
13
These
3,043
0
3,043
0
1,351
1,351
3,043
1,351
4,394
1,784
0
1,784
33
0
1,770
1,770
1,784
1,770
3,554
Company No.
623177
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
45,285
0
45,285
17,937
19,929
37,866
0
0
3,713
0
3,713
The amounts due from jointly controlled entities arose from normal trade transactions. These
amounts have credit terms ranging from 30 to 45 days (2005: 30 to 45 days).
Advances to a jointly controlled entity in 2005 were due within 180 days and interest of 7.23% was
charged.
Ringgit
Malaysia
RM000
Euro
RM000
45,198
0
45,198
74
13
87
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Ringgit
Malaysia
RM000
Euro
RM000
9,512
0
9,512
0
19,929
19,929
0
0
0
0
45,272
13
45,285
Group
Functional currency
Ringgit Malaysia
Pound Sterling
3,713
0
3,713
4,712
0
4,712
17,937
19,929
37,866
Company
The amount due from a jointly controlled entity in the previous financial year was denominated in
Japanese Yen.
34
Company No.
623177
Group
2005
RM'000
116,736
584
117,320
120,177
584
120,761
94,645
211,965
0
211,965
87,976
208,737
(7,202)
201,535
121,868
98,996
220,864
112,975
91,898
204,873
35
Company No.
623177
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
1,168,787
227,470
57,465
1,453,722
132,260
1,585,982
2,063,539
112,816
48,268
2,224,623
230,095
2,454,718
49,000
0
0
49,000
835
49,835
0
0
0
0
50,638
50,638
2006
RM'000
0 - 1 month
2 - 3 months
4 - 6 months
6 - 12 months
More than 12 months
626,287
83,386
90,500
353,549
300,000
1,453,722
36
Group
2005
RM'000
558,172
113,724
90,932
1,161,795
300,000
2,224,623
2006
RM'000
Company
2005
RM'000
49,000
0
0
0
0
49,000
0
0
0
0
0
Company No.
623177
The currency exposure profile of deposits, bank and cash balances are as follows:
Ringgit
Malaysia
RM000
Pound
Sterling
RM000
US
Dollar
RM000
1,483,290
0
0
0
1,483,290
1,312
14,807
0
0
16,119
15,549
10,154
0
0
25,703
Ringgit
Malaysia
RM000
Pound
Sterling
RM000
US
Dollar
RM000
2,193,509
0
0
0
2,193,509
69,599
62,123
0
0
131,722
17,956
22,533
0
0
40,489
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Australian Dollar
Others
789
0
34,570
0
35,359
4,057
2,992
0
18,462
25,511
1,504,997
27,953
34,570
18,462
1,585,982
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Australian Dollar
Others
26,312
0
18,838
0
45,150
17,788
6,756
0
19,304
43,848
2,325,164
91,412
18,838
19,304
2,454,718
Deposits, bank and cash balances in the Company as at 31 March 2006 and 2005 are
denominated in Ringgit Malaysia.
The weighted average effective interest rates of deposits at the balance sheet date were 3.10%
(2005: 2.87%) per annum for the Group and 2.73% (2005: Not applicable) for the Company.
37
Company No.
623177
Trade payables
Other payables
Accruals
Amounts due to related parties
Leasing and hire purchase creditors
- current portion
2006
RM'000
Group
Restated
2005
RM'000
2006
RM'000
2005
RM'000
250,129
350,118
625,743
21,338
461,026
204,957
1,028,178
0
617
2,102
0
0
381
2,136
0
0
1,247,328
1,694,165
Company
2,719
2,517
The currency exposure profile of the trade and other payables are as follows:
Currency exposure at 31.3.2006
Japanese
Yen
Others
Total
RM000
RM000
RM000
Ringgit
Malaysia
RM000
Pound
Sterling
RM000
US
Dollar
RM000
960,123
0
0
960,123
4,514
103,949
0
108,463
16,678
15,371
357
32,406
28,133
1,273
0
29,406
95,767 1,105,215
8,641
129,234
12,522
12,879
116,930 1,247,328
2,658
61
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Others
Company
Functional currency
Ringgit Malaysia
38
2,719
Company No.
623177
Ringgit
Malaysia
RM000
Pound
Sterling
RM000
1,289,762
0
0
1,289,762
894
204,434
0
205,328
87,196
14,750
0
101,946
40,413
129
0
40,542
34,384 1,452,649
12,017
231,330
10,186
10,186
56,587 1,694,165
845
48
10
1,418
196
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Others
Company
Functional currency
Ringgit Malaysia
2,517
Terms of trade payables granted to the Group and Company varies up to 60 days (2005: 60 days)
credit days and no credit (2005: Not applicable) respectively.
18
PROVISIONS
Group
Warranties
2006
2005
RM'000
RM'000
At 1 April
Exchange differences
Charged to income statement
Warranties receivable
Additional provision for the financial year
Utilised during the financial year
239,888
(5,043)
237,636
1,315
81,314
(8,946)
55,645
33,473
72,368
(90,151)
217,062
At 31 March
89,118
(88,181)
239,888
The Group expects to receive reimbursement from suppliers in respect of warranties amounting to
RM 125,835,000 (2005: RM146,261,000) as disclosed in Note 11.
39
Company No.
623177
20
21
Group
Functional currency
Ringgit Malaysia
20,063
Ringgit
Malaysia
RM000
75
20,138
Group
Functional currency
Ringgit Malaysia
Others
39,097
0
39,097
40
596
0
596
0
702
702
39,693
702
40,395
Company No.
623177
Unsecured:
Long term loan
- current portion (Note 30)
Bankers acceptance
Bank overdrafts
2006
RM'000
Group
2005
RM'000
56,613
1,304
58,260
116,177
54,436
1,410
172,075
227,921
Secured:
Bank Overdrafts
Long term loan - current portion (Note 30)
117,689
570,900
688,589
804,766
0
0
0
227,921
The interest rate charged for bank overdrafts during the financial year ranged from 5.50% to 6.86%
(2005: 5.50% to 6.83%) per annum.
The bankers acceptance was drawn in Ringgit Malaysia and payable within 60 days. No interest
was charged to the amount drawn (2005: Nil).
The currency exposure profile of the short-term borrowings is as follows:
Currency exposure at 31.3.2006
Group
Functional currency
Ringgit Malaysia
Pound Sterling
Ringgit
Malaysia
RM000
Pound
Sterling
RM000
USD
RM000
Euro
RM000
Others
RM000
Total
RM000
57,917
0
0
313,740
0
371,657
0
332,193
67,504
5,169
28,243
433,109
57,917
332,193
67,504
318,909
28,243
804,766
Currency exposure at 31.3.2005
Ringgit
Malaysia
RM000
Pound
Sterling
RM000
USD
RM000
Others
RM000
Total
RM000
Group
Functional currency
Ringgit Malaysia
Pound Sterling
55,846
0
0
0
55,846
0
106,653
52,705
12,717
172,075
55,846
106,653
52,705
12,717
227,921
41
Company No.
623177
Note
Group
Office
equipment,
furniture,
fittings and
vehicles
RM'000
Work-inprogress
RM'000
Total
RM'000
468,451
6,639,237
Freehold
RM'000
Land
Long term
leasehold
RM'000
Buildings
RM'000
Plant
and
machinery
RM'000
243,464
12,045
1,181,676
3,718,608
1,014,993
(20,977)
5,626
(8,840)
0
122,349
1,279,834
(23,401)
14,041
(6,887)
(12,656)
392,706
4,082,411
(19,405)
69,766
(29,565)
(6,217)
82,203
1,111,775
2006
Cost/valuation
At 1 April 2005
Currency translation differences
Additions
Disposals
Written off
Reclassification
At 31 March 2006
(1,525)
14,070
0
0
0
256,009
(106)
0
(950)
0
0
10,989
42
(137)
374,948
(114)
(77,034)
(597,258)
168,856
(65,551)
478,451
(46,356)
(95,907)
0
6,909,874
Company No.
623177
Note
Group
Freehold
RM'000
Land
Long term
leasehold
RM'000
Buildings
RM'000
Plant
and
machinery
RM'000
821
331,834
2,090,916
Office
equipment,
furniture,
fittings and
vehicles
RM'000
Work-inprogress
RM'000
Total
RM'000
576,354
2,999,925
2006
Accumulated depreciation
At 1 April 2005
Currency translation differences
Charge for the financial year
Disposals
Written off
At 31 March 2006
0
0
0
0
0
112
0
0
933
(4,250)
19,702
(2,156)
0
345,130
43
(13,383)
205,133
(4,989)
(6,835)
2,270,842
(9,530)
126,462
(13,866)
(6,215)
673,205
0
0
0
0
(27,163)
351,409
(21,011)
(13,050)
3,290,110
Company No.
623177
Note
Group
Freehold
RM'000
Land
Long term
leasehold
RM'000
Buildings
RM'000
Plant
and
machinery
RM'000
14,879
1,056
158,616
89,079
Office
equipment,
furniture,
fittings and
vehicles
RM'000
Work-inprogress
RM'000
Total
RM'000
62,330
325,960
2006
Accumulated impairment losses
At 1 April 2005
Currency translation differences
Charge for the financial year
Disposals
At 31 March 2006
(1,497)
289
0
13,671
(106)
0
(950)
(15,916)
2,699
(6,686)
138,713
(8,827)
2,062
(1,878)
80,436
(6,115)
16
(233)
55,998
0
0
0
(32,461)
5,066
(9,747)
288,818
242,338
10,056
795,991
1,731,133
382,572
168,856
3,330,946
44
Company No.
623177
Note
Group
Freehold
RM'000
Land
Long term
leasehold
RM'000
Buildings
RM'000
Plant
and
machinery
RM'000
241,914
12,015
1,186,424
3,390,743
6,070
4,102
(14,929)
0
9
1,181,676
7,244
18,149
(99,191)
(273)
401,936
3,718,608
Office
equipment,
furniture,
fittings and
vehicles
RM'000
Work-inprogress
RM'000
Total
RM'000
855,213
307,195
5,993,504
2005
Cost/valuation
At 1 April 2004
Currency translation differences
Additions
Disposals
Written off
Capitalisation of work-in-progress
At 31 March 2005
431
1,148
(29)
0
0
243,464
30
0
0
0
0
12,045
45
5,137
60,648
(14,536)
(3,796)
112,327
1,014,993
5
811,159
0
(135,636)
(514,272)
468,451
18,917
895,206
(128,685)
(139,705)
0
6,639,237
Company No.
623177
Note
Group
Freehold
RM'000
Land
Long term
leasehold
RM'000
Buildings
RM'000
Plant
and
machinery
RM'000
723
315,242
1,961,218
Office
equipment,
furniture,
fittings and
vehicles
RM'000
Work-inprogress
RM'000
Total
RM'000
489,262
2,766,445
2005
Accumulated depreciation
At 1 April 2004
Currency translation differences
Charge for the financial year
Disposals
Written off
At 31 March 2005
0
0
0
0
0
98
0
0
821
1,307
19,921
(4,636)
0
331,834
46
4,591
197,192
(71,824)
(261)
2,090,916
2,688
95,217
(8,159)
(2,654)
576,354
0
0
0
0
8,586
312,428
(84,619)
(2,915)
2,999,925
Company No.
623177
Note
Group
Freehold
RM'000
Land
Long term
leasehold
RM'000
Buildings
RM'000
Plant
and
machinery
RM'000
14,448
1,025
156,585
85,186
Office
equipment,
furniture,
fittings and
vehicles
RM'000
Work-inprogress
RM'000
Total
RM'000
61,408
318,652
2005
Accumulated impairment losses
At 1 April 2004
Currency translation differences
Charge for the financial year
Disposals
Written off
At 31 March 2005
431
0
0
0
14,879
31
0
0
0
1,056
4,672
253
(2,894)
0
158,616
2,541
1,358
0
(6)
89,079
1,795
268
0
(1,141)
62,330
0
0
0
0
9,470
1,879
(2,894)
(1,147)
325,960
228,585
10,168
691,226
1,538,613
376,309
468,451
3,313,352
47
Company No.
623177
24
SUBSIDIARY COMPANIES
2006
RM'000
Company
2005
RM'000
1,465,659
*
0 1,465,659
1,465,659 1,465,659
At 31 March
Groups effective
interest
2006
2005
Manufacture, assemble
and sale of motor vehicles
and related products.
Malaysia
100%
100%
Malaysia
100%
100%
Malaysia
100%
100%
Name
Principal activities
Perusahaan Otomobil
Nasional Sdn. Bhd.^
48
Company No.
623177
Name
Principal activities
Country of
incorporation
Groups effective
interest
2006
2005
Lotus Advance
Technologies Sdn. Bhd
Investment holding
Malaysia
100%
100%
Malaysia
100%
100%
Malaysia
100%
100%
Investment holding
Dormant
British Virgin
Islands
100%
100%
Proton Corporation
Sdn. Bhd. ^
Dormant
Malaysia
100%
100%
Distributor of Proton
vehicles in United
Kingdom
England
100%
100%
Importation and
distribution of motor
vehicles and related products
Australia
100%
100%
Dormant
Belgium
100%
100%
Dormant
Malaysia
100%
100%
Dormant
Malaysia
100%
100%
Malaysia
100%
100%
Investment holding
Subsidiary of Perusahaan
Otomobil Nasional Sdn. Bhd.
Proton Automobiles
(China) Ltd. ^
Subsidiary of Proton
Marketing Sdn. Bhd.
49
Company No.
623177
Name
Principal activities
Country of
incorporation
Groups effective
interest
2006
2005
Subsidiaries of Lotus
Advance Technologies
Sdn. Bhd.
Proton Engineering
Research Technology
Sdn. Bhd.^
Provision of Engineering
Services
Malaysia
100%
100%
Investment holding
England
100%
100%
Property development
and management
Malaysia
100%
100%
England
100%
100%
England
100%
100%
England
100%
100%
England
100%
100%
Subsidiaries of Proton
Hartanah Sdn. Bhd.
Proton Properties
Sdn. Bhd.^
Subsidiary of Proton
Cars (UK) Ltd.
Motor dealership
Subsidiary of Proton
Edar Sdn. Bhd.
Proton Singapore
Pte. Ltd.*^
Singapore
100%
100%
Malaysia
100%
100%
Dormant
Malaysia
100%
100%
PT Proton Edar
Indonesia *
Indonesia
95%
95%
50
Company No.
623177
Country of
incorporation
Groups effective
interest
2006
2005
Leasing of Equipment
and Asset
United States of
America
100%
100%
England
100%
100%
England
100%
100%
Lotus Body
Engineering Ltd.*^
Dormant
England
100%
100%
Dormant
England
100%
100%
United States of
America
100%
100%
England
100%
100%
Engineering consultancy
Malaysia
100%
100%
Engineering consultancy
in North America
United States of
America
100%
100%
United States of
America
100%
100%
Name
Subsidiary of Proton
Engineering Research
Technology Sdn. Bhd.
Marco Acquisition
Corporation*^
Subsidiary of Lotus
Group International Ltd.
Group Lotus plc*^
Subsidiaries of Group
Lotus plc
Subsidiary of Lotus
Engineering Ltd.
Lotus Engineering
(Malaysia) Sdn. Bhd.^
Subsidiary of Lotus
Holdings Inc.
51
Company No.
623177
Name
Country of
incorporation
Principal activities
Groups effective
interest
2006
2005
Subsidiary of Proton
Cars Australia Pty Ltd.
Lotus Cars Australia
Pty. Ltd.*
*
+
^
25
Sale of cars
Australia
100%
100%
ASSOCIATED COMPANIES
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
50,298
(22,000)
28,298
127,404
155,702
54,288
(22,000)
32,288
129,675
161,963
13,600
0
13,600
0
13,600
17,600
0
17,600
0
17,600
2006
RM'000
Group
2005
RM'000
151,865
3,837
155,702
157,799
4,164
161,963
52
Company No.
623177
Groups effective
interest
2006
2005
Name
Principal activities
Malaysia
35%
35%
Development,
manufacture and sale
of aluminium alloy
casting products
Malaysia
25%
Marutech Elastomer
Industries Sdn. Bhd.
Manufacture and
production of moulded
products, extruded and
rubber hoses for motor
vehicles, motorcycle
and other related
products
Malaysia
25%
25%
Malaysia
45%
45%
Socialist
Republic of
Vietnam
25%
25%
Malaysia
40%
40%
53
Company No.
623177
Name
Country of
incorporation
Principal activities
Groups effective
interest
2006
2005
Associated company
of Proton Cars (UK) Ltd.
Proton Finance Ltd.
England
49.99%
49.99%
Engaged in the
manufacture, assembly
and sale of vehicle
tracking devices
Malaysia
40%
40%
Production of automobile
tools and components
Peoples Republic
of China
49%
49%
Associated company
of Proton Edar Sdn. Bhd.
Netstar Advance Systems
Sdn. Bhd.
Associated company
of Proton Automobile
China Ltd.
Goldstar Proton
Automobiles Co. Ltd.
#
26
The investment in this company was reduced to 19% and as such it was reclassified to long
term investment.
54
2006
RM'000
Group
Restated
2005
RM'000
181,088
(1,114)
179,974
69,989
0
249,963
548,665
(1,114)
547,551
75,483
(367,577)
255,457
Company No.
623177
231,168
159,594
(140,799)
249,963
158,988
228,119
(131,650)
255,457
195,321
(179,780)
15,541
(2,994)
12,547
203,461
(189,690)
13,771
(4,638)
9,133
The Group had excluded RM23,474,000 that would otherwise have been accounted for in respect
of previous financial year, share of losses after taxation of a jointly controlled entity from the
financial statements following discontinuation of the equity accounting for the results of the entity
upon the carrying amounts of the investment having been fully eroded. The Group had no
obligation to finance those losses. The Groups investment in the related jointly controlled entity
has been disposed during the financial year.
55
Company No.
623177
Name
Principal activities
Country of
incorporation
Groups effective
interest
2006
2005
Advanced Engine
Research Sdn. Bhd. ^
Dormant
Malaysia
0%
50%
Malaysia
55%
55%
Dormant
England
56%
56%
51%
51%
Indonesia
51%
51%
Italy
0%
58%
56
Company No.
623177
Name
Principal activities
Country of
incorporation
Groups effective
interest
2006
2005
England
49.9%
49.9%
Malaysia
50%
50%
27
Companies in which the Group owns more than one half of the voting power. However, as
the Group has joint control over the financial and operating policies, these investments are
treated as jointly controlled entities.
Disposed during the financial year.
Group
2005
RM'000
2006
RM'000
13,347
(2,950)
10,397
9,226
(2,950)
6,276
8,575
(2,100)
6,475
Company
2005
RM'000
57
4,575
(2,100)
2,475
Company No.
623177
DEFERRED TAXATION
Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off
current tax assets against current tax liabilities and when the deferred taxes relate to the same tax
authority. The following amounts, determined after appropriate offsetting, are shown in the
balance sheet:
2006
RM'000
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
105,786
(805)
104,981
38,479
(1,074)
37,405
0
0
37,405
45,534
54,237
589
9,296
3,454
(15,985)
6,940
1,713
(797)
0
0
0
0
0
0
0
0
67,576
104,981
(8,129)
37,405
46,290
18,987
61,361
126,638
(20,852)
105,786
0
18,398
52,065
70,463
(31,984)
38,479
0
0
0
0
0
0
0
0
0
0
58
0
0
Company No.
623177
2006
RM'000
Group
2005
RM'000
2006
RM'000
(7,178)
(14,479)
(21,657)
20,852
(805)
(15,125)
(17,933)
(33,058)
31,984
(1,074)
0
0
0
0
Company
2005
RM'000
0
0
0
0
The amount of liability not offset relates to deferred tax liabilities arising in an overseas subsidiary
for which there is no available asset for offset.
The tax effect of deductible temporary differences and unused tax losses (both of which have no
expiry date) for which no deferred tax asset is recognised in the balance sheet are as follows:
2006
RM'000
Group
2005
RM'000
184,214
47,395
397,888
4,661
241,107
52,041
313,180
9,466
11,572
12,860
29
GOODWILL
Group
RM'000
At 1 April 2004 / 1 April 2005, as previously stated
Effect of change in policy (Note 43)
At 31 March 2005, as restated/At 31.3.2006
59
0
29,008
29,008
Company No.
623177
2006
RM000
Unsecured:
Long term loans (Note a)
Portion repayable within twelve months (Note 22)
Secured:
Long term loans (Note b)
Portion repayable within twelve months (Note 22)
(a)
Group
Restated
2005
RM000
115,490
(56,613)
58,877
169,926
(54,436)
115,490
570,900
(570,900)
629,936
0
629,936
0
0
41,378
100,255
4
(4)
14,213
759,639
56,613
58,877
0
115,490
54,436
56,613
58,877
169,926
The term loans are repayable by 5 annual instalments over a 5-year period. The loan
balance comprises of two separate tranches of RM21.6 million (2005: RM31.7 million) and
RM93.9 million (2005: RM138.2 million) respectively. The final payment of the first tranche
of the loan is due on 22 June 2007 and the second tranche is due on 30 September 2007.
Both tranches of the loan bears a fixed interest rate of 4% per annum and is repayable in
Ringgit Malaysia.
60
Company No.
623177
(ii)
During the financial year, the loan was reclassified as short term as the related investment
was disposed and the loan will be paid within the next twelve months.
(c)
(d)
31
SHARE CAPITAL
2006
RM000
Authorised:
1,000,000
549,213
0
549,213
* 2 units subscribers shares amounted to RM2 was issued and fully paid.
61
Company
2005
RM000
1,000,000
*
549,213
549,213
Company No.
623177
RESERVES
The Company has sufficient tax credits under Section 108(6) of the Income Tax Act, 1967 to frank
approximately RM936.8 million (2005: RM936.3 million ) of its retained profits as at 31 March
2006 if paid out as dividends. The extent of the retained earnings not covered at that date
amounted to RM105.1 million (2005: RM49.5 million).
In addition, the Company has tax exempt income as at 31 March 2005 amounting to approximately
RM56.6 million (2005: RM0.8 million) available for distribution as tax exempt dividends to
shareholders. This tax exempt income is subject to the agreement by the Inland Revenue Board.
Capital Reserves - Group
The reserves arose as a result of the Group reorganisation. Following the share for share
exchange, the Company has no share premium. Accordingly, the amount of share premium
previously recognised on consolidation has been designated as capital reserve.
33
(b)
14,213
(3,364)
45,065
(14,536)
41,378
At 31 March
62
10,757
724
22,551
(19,819)
14,213
Company No.
623177
2006
RM'000
Group
2005
RM'000
370,548
(309,543)
61,005
8,455
(28,082)
41,378
299,940
(255,652)
44,288
(19,322)
(10,753)
14,213
2006
RM'000
Group
2005
RM'000
11,996
15,159
(16,750)
(2,670)
37,330
45,065
16,333
15,680
(14,038)
1,052
3,524
22,551
65,290
25,720
The principal actuarial assumptions used in respect of the Groups defined benefit plan were as
follows:
Group
2006
2005
%
%
Discount rates
Expected return on plan assets
- equities
- bonds
- others
Expected rate of salary increase
Expected rate of pension payment increase
Inflation
5.00
7.25
4.50
4.00
3.85
2.85
2.85
63
5.40
7.50
5.00
3.75
3.75
2.75
2.75
Company No.
623177
SEGMENTAL INFORMATION
The Group is principally engaged in the automobile industry namely manufacturing, assembling, trading and provision of engineering and other services in
respect of motor vehicles and related products. Accordingly, no segmental information is considered necessary for analysis by industry segments.
Intersegment sales comprise of sales of cars, parts and engineering services to companies in different geographical locations.
Analysis of the Groups revenue, results and other information by geographical locations of the assets are as follows:
2006
RMmillion
Revenue
External sales
Inter-segment sales
Total revenue
Result
Segment operating profit/
(loss)
Unallocated expenses
Unallocated income
Interest expense
Interest income
Share of net results of
associated companies and
jointly controlled entities
Taxation
6,654.6
129.9
6,784.5
Malaysia
Restated
2005
RMmillion
7,299.6
114.7
7,414.3
Other countries
2006
RMmillion
2005
RMmillion
1,142.3
149.6
1,291.9
1,183.7
280.1
1,463.8
Elimination
2006
RMmillion
0
(279.5)
(279.5)
2005
RMmillion
0
(394.8)
(394.8)
58.6
797.5
(118.1)
(21.4)
5.4
(85.5)
21.3
(347.2)
7.5
20.2
64
2006
RMmillion
7,796.9
0
7,796.9
(54.1)
9.9
9.5
(43.9)
67.8
28.8
28.4
46.4
Total
Restated
2005
RMmillion
8,483.3
0
8,483.3
690.6
(18.1)
12.0
(46.2)
87.9
(327.0)
43.2
442.4
Company No.
623177
2006
RMmillion
Malaysia
Restated
2005
RMmillion
Other countries
Elimination
2006
RMmillion
2005
RMmillion
2006
RMmillion
2005
RMmillion
6,907.1
7,443.8
620.4
723.5
7,527.5
785.3
8,312.8
8,167.3
663.7
8,831.0
1,282.1
1,665.1
278.7
328.6
1,560.8
881.3
2,442.1
1,993.7
977.0
2,970.7
455.4
855.5
23.1
39.7
478.5
895.2
336.3
82.9
0
269.2
293.9
135.6
1.9
77.9
15.1
0
5.1
59.5
18.5
0
0
28.3
0
0
0
0
0
0
0
0
351.4
82.9
5.1
328.7
312.4
135.6
1.9
106.2
2006
RMmillion
Total
Restated
2005
RMmillion
Other information
Segment assets
Unallocated assets
Total assets
Segment liabilities
Unallocated liabilities
Total liabilities
Capital expenditure
Depreciation and
amortisation
Assets written off
Impairment
Other non-cash items
65
Company No.
623177
Malaysia
2005
RMmillion
2006
RMmillion
Other countries
2005
RMmillion
2006
RMmillion
Elimination
2005
RMmillion
2006
RMmillion
Total
2005
RMmillion
Revenue
External sales
Inter segment sales
Total revenue
6,441.0
129.9
6,570.9
7,052.0
114.7
7,166.7
1,355.9
149.6
1,505.5
1,431.3
280.1
1,711.4
66
0
(279.5)
(279.5)
0
(394.8)
(394.8)
7,796.9
0
7,796.9
8,483.3
0
8,483.3
Company No.
623177
Group
2005
RM'000
Capital commitments
Capital expenditure for property, plant and equipment
approved by the Board not provided for in the financial
statements:
Contracted for
Not contracted for
36
267,727
3,900,523
4,168,250
717,455
2,724,111
3,441,566
OPERATING LEASES
As at 31 March 2006, the Group was committed to making the following payments in respect of
operating leases expiring:
Group
Land and
buildings
2006
RM000
Plant and
machinery
2006
RM000
1,246
2,212
5,753
0
6,999
1,884
0
4,096
Total
2006
RM000
Land and
buildings
2005
RM000
Plant and
machinery
2005
RM000
Total
2005
RM000
3,458
1,100
2,815
3,915
7,637
0
11,095
67
5,844
622
7,566
2,552
115
5,482
8,396
737
13,048
Company No.
623177
Relationship
Equity investment
Equity investment
Equity investment
In addition to related parties disclosures mentioned elsewhere in the financial statements, set out
below are other significant related party transactions. The related party transactions described
below were carried out on terms and conditions obtainable in transactions with unrelated parties
unless otherwise stated.
(a)
Group
2005
RM'000
18,650
*
*
22,034
7,012
175
0
157,536
165,940
13,597
186,259
16,601
1,002,033
156,749
182,316
12,444
176,170
0
19,929
Sales of goods
- Jointly controlled entities
- Tenmaz Sdn Bhd
- Tenmaz Engineering (M) Sdn Bhd
(b)
(c)
Not applicable for the current financial year as these companies ceased to be related
party.
68
Company No.
623177
CONTINGENT LIABILITIES
A supplier had obtained a judgement in default against a subsidiary company for RM12.2 million
after failing to reach a formal agreement. Management had obtained legal opinion that the claims
are without basis and action has been taken to set aside the judgement.
39
40
Group
2005
RM'000
2006
RM'000
Company
2005
RM'000
1,168,787
227,470
57,465
1,453,722
132,260
(175,949)
2,063,539
112,816
48,268
2,224,623
230,095
(172,075)
49,000
0
0
49,000
835
0
0
0
0
0
50,638
0
(716,841)
693,192
(705,718)
1,576,925
49,835
50,638
FINANCIAL INSTRUMENTS
(a)
69
Company No.
623177
(iii)
Market risk
The Group does not face significant exposure from the risk from changes in debt
and equity prices.
(iv)
Credit risk
The Group seeks to invest cash assets safely and profitably. The Group
considers the risk of material loss in the event of non-performance by a financial
counter party to be unlikely in view of the financial strength of those counterparties.
The Group seeks to control customers credit risk by ensuring that significant sales
of product and services are made to customers with an appropriate credit history.
(v)
(b)
Group
2005
RM'000
Maturity
Less than 6 months
Between 6 months and 1 year
45,873
41,986
87,859
70
327,518
78,948
406,466
Company No.
623177
Currency
to be
received
Currency
to be
paid
GBP
GBP
USD
USD
45,873
41,986
87,859
JPY
EUR
GBP
GBP
USD
USD
USD
AUD
145,280
28,115
14,901
11,611
1 USD=JPY 104.39
1 USD= EUR 1.3037
1 USD=GBP 1.8735
1 GBP=AUD 0.4070
GBP
GBP
USD
USD
127,611
78,948
406,466
RM000
equivalent
Average
contracted
rate
Group
Future purchase of raw
materials over the
following 6 months
Forecasted receivables
- the following 6 months
- 6 to 12 months
2005
Group
Future purchase of raw
materials over the
following 6 months
Forecasted receivables
- the following 6 months
- 6 to 12 months
71
Company No.
623177
Fair values
The carrying amounts of financial assets and liabilities of the Group and Company at the
balance sheet date approximated their fair values except as set out below:
2006
Group
Note
Carrying
amount
RM000
15
27
Company
Fair value
RM000
Carrying
amount
RM000
Fair value
RM000
211,965
10,397
220,864
*
0
6,475
0
*
30
(115,490)
(115,078)
15
27
201,535
6,276
204,873
*
30
30
(169,926)
(629,936)
(169,123)
(631,324)
0
0
0
0
(5,041)
Recognised on the
balance sheet
Short term investments
Other long term investments
Long term loans
- unsecured
2005
Recognised on the
balance sheet
Short term investments
Other long term investments
Long term loans
- unsecured
- secured
0
2,475
0
*
Not recognised on
the balance sheet
Foreign exchange
hedge instruments
It was not practicable within the constraints of timeliness and cost to estimate the fair
values of the unquoted shares reliably. The Group and Company share of the net tangible
worth of the investments at the balance sheet date is RM14,956,000 (2005:
RM9,510,000).
72
Company No.
623177
SIGNIFICANT DISPOSAL
On 24 December 2005, Proton Capital Sdn Bhd , a wholly owned subsidiary of Proton Holdings
Berhad, entered into a Share Purchase & Investment Agreement with GEVI S.p.A , a company
organised and existing under the laws of Italy, in relation to a proposed disposal involving the
disposal of 57,750,000 Class A shares representing 57.75% of the corporate capital of MV Agusta
Motor S.p.A for a cash consideration of Euro 1.00 (The Disposal). The Disposal did not have any
significant effect on the earnings, net assets, share capital nor shareholdings of the PROTON
Group.
With the Disposal completed on 1 March 2006, the loan of EUR70 million taken to acquire MV
Agusta Motor S.p.A was repaid on 26 May 2006 by utilising the restricted cash security as
explained in Notes 30(b) and 39.
42
SUBSEQUENT EVENTS
Subsequent to the year end, the Group undertook a recapitalisation exercise to address the deficit
in shareholders funds and strengthen the operations of its overseas subsidiaries, Proton Cars
(UK) Ltd and Proton Cars Australia Pty. Ltd via partial waiver of intercompany balances and
settlement of the remaining balances following the waiver.
This recapitalisation exercise requires the approval of the Boards of Directors of the respective
entities and Bank Negara Malaysia for additional overseas investment and the waiver of export
trade debts. The proposal was approved by Bank Negara Malaysia on 29 June 2006.
73
Company No.
623177
COMPARATIVES
Certain figures for the year ended 31 March 2005 presented have been reclassified or adjusted, as
compared to the original statutory accounts, due to the reasons below:
-
Consistent presentation with the financial statements disclosure requirements for the
financial year ended 31 March 2006; and
Prior year adjustments arising from certain changes in accounting policies as described in
Notes 2(d) and Note 26 as summarised below.
The goodwill balance as at 31 March 2005 arising from the acquisition of a subsidiary company
had been restated upon the change in accounting policy as stated in Note 2(d). The goodwill
arising from the investment in a jointly controlled entity was restated as detailed in Note 26. The
consequence of the change in goodwill policy was also the classification of reserves between
goodwill reserves and retained earnings.
The effect of the change in accounting policy and the reclassification described above are as
detailed below:
As previously
stated
RM000
Adjustments
RM000
As restated
RM000
Income statement
Profit after tax
810,019
(367,577)
442,442
5,615,101
(727,174)
0
(698,166)
727,174
29,008
4,916,935
0
29,008
Balance sheet
Retained earnings
Goodwill reserve
Goodwill
As previously
stated
RM000
Reclassifications
RM000
As restated
RM000
Balance sheet
Trade and other payables
Long term liabilities
44
(1,708,378)
(745,426)
14,213
(14,213)
(1,694,165)
(759,639)
74
Company No.
623177
75
We have audited the financial statements set out on pages 5 to 74. These financial statements are the
responsibility of the Companys Directors. It is our responsibility to form an independent opinion, based
on our audit, on these 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 auditing standards in Malaysia. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by the Directors, as well as evaluating the
overall financial statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
In our opinion:
(a)
the financial statements have been prepared in accordance with the provisions of the Companies
Act, 1965 and MASB approved accounting standards in Malaysia so as to give a true and fair
view of:
(i)
the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the
financial statements; and
(ii)
the state of affairs of the Group and of the Company as at 31 March 2006 and of the
results and cash flows of the Group and Company for the financial year ended on that
date;
and
(b)
the accounting and other records and the registers required by the Act to be kept by the
Company and by the subsidiaries of which we have acted as auditors have been properly kept in
accordance with the provisions of the Act.
The names of the subsidiary companies of which we have not acted as auditors are indicated in Note 24
to the financial statements. We have considered the financial statements of these subsidiaries and the
auditors reports thereon.
76
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 made under subsection (3) of section 174 of the Act.
PRICEWATERHOUSECOOPERS
(No. AF: 1146)
Chartered Accountants
Kuala Lumpur
26 July 2006
77