Director's Report
The Directors of SCANWOLF CORPORATION BERHAD have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the financial year ended March 31, 2011.
PRINCIPAL ACTIVITIES
The Company is principally an investment holding company.
The principal activities of the subsidiaries are disclosed in Note 17 to the financial statements.
There have been no significant changes in the nature of the principal activities of the Company and its subsidiaries during the financial year.
RESULTS OF OPERATIONS
The results of operations of the Group and of the Company for the financial year are as follows:
In the opinion of the Directors, the results of operations of the Group and of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature.
DIVIDENDS
A final dividend of 1.50 sen per ordinary share, tax-exempt, amounting to RM1,190,832 proposed in respect of the financial year ended March 31, 2010 and dealt with in the previous Directors’ report, was paid by the Company on September 27, 2010.
An interim dividend of 1.00 sen per ordinary share, tax-exempt, amounting to RM787,690 declared in respect of the current financial year, was paid on January 17, 2011.
The Directors propose a final dividend of 2.00 sen per ordinary share, tax-exempt, amounting to RM1,547,060 computed based on the outstanding issued and paid-up capital, excluding treasury shares held by the Company of 77,353,000 ordinary shares of RM0.50 each in respect of the current financial year. This proposed final dividend is subject to approval by the shareholders at the forthcoming Annual General Meeting of the Company and has not been included as a liability in the financial statements.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in the financial statements.
ISSUE OF SHARES AND DEBENTURES
The Company has not issued any new shares or debentures during the financial year.
REPURCHASE OF OWN SHARES
The shareholders of the Company, by an ordinary resolution passed at the Annual General Meeting (“AGM”) held on August 21, 2010, granted the approval for the Company to repurchase its own shares. The shares repurchased are being held as Treasury Shares in accordance with the requirements of Section 67A of the Companies Act, 1965. Details of the shares repurchased and held as Treasury Shares are as follows:
The mandate given by the shareholders will expire at the forthcoming AGM and an ordinary resolution will be tabled at the AGM for shareholders to grant a fresh mandate for another year.
SHARE OPTIONS
No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.
No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the Company. As of the end of the financial year, there were no unissued shares of the Company under options.
OTHER STATUTORY INFORMATION
Before the statements of comprehensive income and the statements of financial position of the Group and of the 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 have satisfied themselves that no known bad debts need to be written off and that adequate allowance had been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business have been written down to their estimated realisable values.
At the date of this report, the Directors are not aware of any circumstances:
(a) which would necessitate the writing off of any bad debts or render the amount of allowance for doubtful debts in the financial statements of the Group and of the 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 of the Company misleading; or
(c) 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
(d) not otherwise dealt with in this report or financial statements which 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:
(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year and secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.
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 of the Company to meet their obligations as and when they fall due.
In the opinion of the Directors, no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of operations of the Group and of the Company for the financial year in which this report is made other than those disclosed in Note 35 to the financial statements.
DIRECTORS
The following Directors served on the Board of the Company since the date of the last report:
Mr. Loo Bin Keong
Mr. Tan Sin Keat
Mr. Leuk Sing King
Mr. Teoh Teik Kean
Mr. Neoh Choo Kean
Mr. Lim Beng Huat
Mr. Lau Tiang Hua
In accordance with Article 103(1) of the Company’s Articles of Association, Mr. Tan Sin Keat and Mr. Neoh Choo Kean retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.
DIRECTORS’ INTERESTS
The shareholdings in the Company of those who were Directors at the end of the financial year, as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:
There was no movement in the Directors’ shareholdings during the financial year.
By virtue of Mr. Loo Bin Keong’s interests in the shares of the Company, he is also deemed to have an interest in the shares of all the subsidiaries to the extent that the Company has interest.
None of the other Directors in office at the end of the financial year held shares or had beneficial interest in the shares of the Company or its subsidiaries during the financial year.
DIRECTORS’ BENEFITS
Since the end of the previous financial year, none of the Directors of the Company has received or become entitled to receive any benefit (other than the benefit included in the aggregate amount of emoluments received or due and receivable by Directors as disclosed in the financial statements or the fixed salary of a full time employee of the Company) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen by virtue of the transactions between the Company and its subsidiaries as disclosed in Note 21 to the financial statements.
During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby Directors of the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate.
AUDITORS
The auditors, Messrs. Deloitte KassimChan, have indicated their willingness to continue in office.
Signed on behalf of the Board
in accordance with a resolution of the Directors,
MR. LEUK SING KING
MR. TAN SIN KEAT
Ipoh,
June 13, 2011
