|
 |
Notes to the Financial Statements |
 |
11.
INVESTMENTS IN UNQUOTED SUBSIDIARY COMPANIES
These consist of
unquoted shares in subsidiary companies at cost.
The
subsidiary companies, which are all incorporated in Malaysia (except where indicated),
are as follows:
|
Direct
Subsidiary Companies
|
Percentage
Ownership (%)
|
Principal
Activities
|
| |
2001
|
2000
|
|
|
Bestcan Food
Technological Industry Sendirian Berhad
|
99.42
|
99.42
|
Production
of instant noodles
|
|
Esin Canning
Industry Sendirian Berhad
|
100
|
100
|
Ceased operations
|
|
YHS Manufacturing
Berhad (Formerly known as Leong Sin Nam Farms Berhad)
|
100
|
100
|
Orchard and
fish farming
|
|
Yeo Hiap
Seng (Sarawak) Sendirian Berhad
|
100
|
100
|
Production
of sauces and non-alcoholic beverages
|
|
Yeo Hiap
Seng Trading Sendirian Berhad
|
100
|
100
|
Distribution
of food and beverages and other non-food products
|
|
Yeo Hiap
Seng (Malacca) Sendirian Berhad
|
100
|
100
|
Dormant
|
|
Yeo Hiap
Seng (Perak) Sendirian Berhad
|
100
|
100
|
Dormant
|
|
Yeo Hiap
Seng (Sabah) Sendirian Berhad
|
100
|
100
|
Pre-operating
|
|
Yeo Hiap
Seng (Middle East) Co. Ltd. E. C. * (Incorporated in Bahrain)
|
100
|
-
|
Marketing
and distribution of Yeo's products.
|
|
YHS Beverage
(International) Pte. Ptd. (YHSBI)* (Incorporated in Singapore)
|
100
|
-
|
Contract
manufacturer of beverage and food products
|
|
Indirect
Subsidiary Company
|
|
|
|
|
Wahtai Realty
Sendirian Berhad
|
100
|
100
|
Dormant
|
* The financial statements of these companies were examined by auditors other
than the auditors of the Company.
On
27th April, 2001, the Company entered into a supplementary conditional
agreement with Yeo Hiap Seng (Singapore) Pte. Ltd. (YHSPL) to acquire
the entire issued and paid-up share capital of YHSBI, consisting of 128,000
ordinary shares of SGD1.00 each, for a purchase consideration of SGD33,917,264
(equivalent to RM73,973,553) to be satisfied by an issue of 44,295,541
new ordinary shares of the Company at an issue price of RM1.67 per share.
At an Extraordinary General Meeting held on 11th July, 2001, the proposed
acquisition of YHSBI was duly approved by the shareholders of the Company
and on 21st August, 2001, the Company allotted the new ordinary shares
to YHSPL (Note 24).
On
13th May, 2001, the Company set up a new subsidiary company, Yeo Hiap Seng (Middle
East) Co. Ltd. E. C., at Bahrain with cost amounting to RM202,600.
The
effect of these acquisitions on the financial results of the Group for the year
is as follows:
Post-acquisition
results of the subsidiary companies acquired:
| |
2001
RM'000
|
|
Revenue
|
-
|
|
Other
operating expenses
|
(795)
|
|
Other operating
income
|
443
|
| |
------------
|
|
Loss before
tax
|
(352)
|
|
Income tax
expense
|
-
|
| |
-------------
|
|
Loss
after tax
|
(352)
|
| |
------------
|
The effect of these
acquisitions on the financial position of the Group as at year end are as follows:
| |
Unaudited
21st August,
2001
RM'000
|
|
Net assets
acquired as at date of acquisition:
|
|
|
Property,
plant and equipment
|
47,334
|
|
Goodwill
on consolidation
|
26,167
|
|
Amount owing
by immediate holding company
|
475
|
|
Cash and
bank balances
|
203
|
|
Accrued expenses
|
(3)
|
| |
--------
|
|
Net assets
acquired
|
74,176
|
|
Less:
|
|
|
Cash and
cash equivalents acquired
|
(203)
|
|
Discharged
by issue of shares
|
(73,973)
|
| |
-----------
|
|
Net cash
outflow on acquisition of subsidiary companies
|
-
|
| |
----------
|
12.
INVESTMENTS IN UNQUOTED ASSOCIATED COMPANIES
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Unquoted
shares, at cost
|
-
|
-
|
8,647
|
8,647
|
|
Share of
net tangible assets
|
6,094
|
8,223
|
-
|
-
|
| |
----------
|
---------
|
---------
|
---------
|
|
Total
|
6,094
|
8,223
|
8,647
|
8,647
|
| |
----------
|
---------
|
---------
|
---------
|
The
associated companies, which are all incorporated in Malaysia (except where indicated),
are as follows:
| |
Percentage
Ownership (%)
|
Principal
Activities
|
| |
2001
|
2000
|
|
|
Senawang
Edible Oil (Sendirian) Berhad
|
23.85
|
23.85
|
Processing
and trading of palm oil products
|
|
Sarawak Coconut
Enterprise Sdn Bhd
|
49
|
49
|
Manufacture
and distribution of coconut related products
|
|
Yakin Aneka
Sdn. Bhd.
|
35
|
35
|
Ceased operations
|
|
W. Y. Company
Limited (Incorporated in Thailand)
|
49
|
49
|
Manufacture
of non-carbonated drinks
|
One
of the associated companies, Senawang Edible Oil (Sendirian) Berhad, was granted
income tax relief under the Investment Incentive Act and, accordingly, was not
liable for tax on substantially all its business income earned. The income tax
relief period expired in June 1980. As of 31st December, 2001, the Company's
attributable share in the unappropriated tax-exempt profits of this associated
company amounted to about RM423,000 (RM981,000 in 2000).
The
amount owing by associated companies mainly represent trade transactions, unsecured
advances and expenses paid on behalf.
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Amount owing
by associated companies
|
5,355
|
4,368
|
4,973
|
4,368
|
|
Allowance
for doubtful receivables
|
(2,572)
|
(2,226)
|
(2,226)
|
(2,226)
|
| |
----------
|
---------
|
---------
|
---------
|
|
Net
|
2,783
|
2,142
|
2,747
|
2,142
|
| |
----------
|
---------
|
---------
|
---------
|
The
Group's share of losses in two associated companies has been recognised to the
extent of the carrying amount of the investment. The cumulative and current
year's unrecognised share of losses in excess of carrying amount is about RM3,004,000
(RM2,836,000 in 2000) and RM173,000 (RM379,000 in 2000) respectively.
13.
OTHER INVESTMENTS
Other investments
of the Group and the Company consist of the following:
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Shares quoted
in Malaysia:
|
|
|
|
|
|
At cost
|
129
|
129
|
129
|
129
|
|
Unquoted
shares:
|
|
|
|
|
|
At cost
|
1
|
1
|
-
|
-
|
| |
----------
|
---------
|
---------
|
---------
|
|
Total
|
130
|
130
|
129
|
129
|
| |
----------
|
---------
|
---------
|
---------
|
|
Market value
on quoted shares
|
22
|
9
|
22
|
9
|
| |
----------
|
---------
|
---------
|
---------
|
14.
GOODWILL ON CONSOLIDATION
| |
The
Group
|
| |
2001
RM'000
|
2000
RM'000
|
|
At beginning
of year
|
-
|
-
|
|
Arising from
acquisition of subsidiary companies
|
26,167
|
-
|
| |
---------
|
--------
|
|
At end of
year
|
26,167
|
-
|
|
Less: Amortisation
|
(436)
|
-
|
| |
----------
|
---------
|
|
Net
|
25,731
|
-
|
| |
----------
|
---------
|
15.
INVENTORIES
Inventories consist
of the following:
|
The Group
|
2001
RM'000
|
2000
RM'000
|
|
At Cost:
|
|
|
|
Finished
goods and trading merchandise
|
50,023
|
50,268
|
|
Raw materials
|
16,119
|
12,643
|
|
Packing materials
|
13,281
|
14,580
|
|
Goods-in-transit
|
2,527
|
2,431
|
|
Bottles and
cases
|
892
|
580
|
|
Work-in-process
|
1,070
|
1,167
|
|
Others
|
1,619
|
1,220
|
| |
--------
|
-------
|
| |
85,531
|
82,889
|
|
Allowance
for inventories obsolescence
|
(1,116)
|
(1,143)
|
| |
---------
|
---------
|
|
Net
|
84,415
|
81,746
|
| |
---------
|
---------
|
|
The Company
|
2001
RM'000
|
2000
RM'000
|
|
At Cost:
|
|
|
|
Finished
goods
|
10,428
|
7,402
|
|
Raw materials
|
12,447
|
8,033
|
|
Packing materials
|
11,821
|
13,324
|
|
Goods-in-transit
|
2,043
|
1,870
|
|
Bottles and
cases
|
844
|
472
|
|
Work-in-process
|
927
|
951
|
|
Others
|
832
|
767
|
| |
--------
|
-------
|
| |
39,342
|
32,819
|
|
Allowance
for inventories obsolescence
|
(783)
|
(379)
|
| |
---------
|
---------
|
|
Net
|
38,559
|
32,440
|
| |
---------
|
---------
|
16.
TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAID EXPENSES
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Trade receivables
|
68,565
|
76,379
|
2,981
|
3,508
|
|
Allowance
for doubtful receivables
|
(2,982)
|
(8,623)
|
-
|
(23)
|
| |
---------
|
---------
|
---------
|
---------
|
|
Net
|
65,583
|
67,756
|
2,981
|
3,485
|
| |
---------
|
---------
|
---------
|
---------
|
|
Other receivables
|
8,841
|
13,936
|
5,320
|
6,708
|
|
Deposits
|
2,670
|
3,937
|
424
|
727
|
|
Prepaid expenses
|
1,075
|
905
|
525
|
534
|
| |
---------
|
---------
|
---------
|
---------
|
| |
12,586
|
18,778
|
6,269
|
7,969
|
|
Allowance
for doubtful receivables
|
(97)
|
(82)
|
(55)
|
(82)
|
| |
---------
|
---------
|
---------
|
---------
|
|
Net
|
12,489
|
18,696
|
6,214
|
7,887
|
17.
HOLDING COMPANIES AND RELATED PARTY TRANSACTIONS
During
the financial year, YHS (Singapore) Pte. Ltd. (YHSPL), a company incorporated
in Singapore, became the immediate holding company when the latter acquired
60.7% equity interest in the Company. The directors regard Yeo Hiap Seng Limited
(YHSL), a company also incorporated in Singapore, as the ultimate holding company.
Amount
owing by/ to holding companies mainly arose from purchases, sales and other
trade transactions.
Amount
owing by/ to subsidiary companies mainly represents sales and other trade transactions,
advances and payments on behalf with the subsidiary companies.
Amount
owing by other related companies mainly represents purchases and sales with
YHS Trading (USA), Inc. and YHS Hong Kong (2000) Pte. Ltd., subsidiary companies
of YHSPL.
Amount
owing by/ to affiliated companies in 2000 mainly arose from purchases, sales
and other trade transactions with YHSL, the former major shareholder, and its
subsidiary companies.
The
amount owing is interest free and have no fixed repayment schedule.
The
financial statements of the Group and of the Company reflect the following related
party transactions:
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Ultimate
holding company:
|
|
|
|
|
|
Royalty,
technical and management fees payable (Note
5)
|
4,211
|
-
|
4,211
|
-
|
| |
-------
|
-------
|
------
|
-------
|
|
Immediate
holding company:
|
|
|
|
|
|
Sales of
goods
|
75,643
|
-
|
71,400
|
-
|
|
Rental of
machinery and equipment (Note
5)
|
195
|
-
|
-
|
-
|
|
Purchases
of goods
|
90
|
-
|
52
|
-
|
| |
-------
|
-------
|
------
|
-------
|
|
Subsidiary
companies:
|
|
|
|
|
|
Sales of
goods
|
-
|
-
|
196,196
|
182,514
|
|
Advertising
and promotional expenses recovered
|
-
|
-
|
20,049
|
15,854
|
|
Income receivable:
|
|
|
|
|
|
Gross dividends
|
-
|
-
|
3,474
|
3,474
|
|
Rental of
premises
|
-
|
-
|
1,701
|
1,106
|
|
Rental of
property, plant and equipment
|
-
|
-
|
-
|
204
|
|
Total (Note
7)
|
-
|
-
|
5,175
|
4,784
|
|
Rental of
machinery and equipment (Note
5)
|
-
|
-
|
844
|
-
|
|
Service fees
payable
|
-
|
-
|
42
|
-
|
|
Operating
expenses reimbursed
|
-
|
-
|
401
|
-
|
| |
-------
|
-------
|
------
|
-------
|
|
Other related
companies:
|
|
|
|
|
|
Sales of
goods
|
15,788
|
-
|
15,788
|
-
|
| |
-------
|
-------
|
------
|
-------
|
|
Affiliated
companies:
|
|
|
|
|
|
Sales of
goods
|
-
|
49,360
|
-
|
44,733
|
|
Royalty,
technical and management fees payable (Note
5)
|
-
|
4,942
|
-
|
4,942
|
|
Purchases
of goods
|
-
|
79
|
-
|
-
|
| |
-------
|
-------
|
------
|
-------
|
The
Directors of the Company are of the opinion that the above transactions have
been entered in the normal course of business and have been established under
the terms that are no less favourable than those arranged with independent third
parties.
18.
CASH AND BANK BALANCES
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Cash and
bank balances
|
10,604
|
13,794
|
2,965
|
3,690
|
|
Short term
deposits with licensed banks -
|
4,664
|
-
|
4,664
|
-
|
| |
-------
|
-------
|
-------
|
------
|
| |
15,268
|
13,794
|
7,629
|
3,690
|
| |
-------
|
-------
|
------
|
-------
|
19.
OTHER PAYABLES, ACCRUED EXPENSES AND PROVISIONS
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Other payables
|
8,384
|
7,702
|
5,290
|
4,982
|
|
Accrued expenses
|
15,106
|
12,566
|
7,164
|
7,759
|
|
Hire-purchase
and lease payable (Note
22)
|
2,760
|
2,465
|
2,576
|
2,465
|
|
Provision
for relocation of manufacturing facilities
|
13,000
|
13,000
|
13,000
|
13,000
|
| |
-------
|
-------
|
-------
|
------
|
| |
39,250
|
35,733
|
28,030
|
28,206
|
| |
-------
|
-------
|
------
|
-------
|
The
provision for relocation of manufacturing facilities represents the cost for
relocating certain plant facilities and related staff cost involved in a detailed
rationalisation plan to relocate and reduce the number of its current manufacturing
plants in order to decrease logistics costs and increase production efficiency.
Preparatory work on the new site has commenced; however, as of 31st December,
2001, the said plan has been delayed.
20.
SHORT-TERM BORROWINGS
The short-term
borrowings of the Group and of the Company, which are unsecured, consist of
the following:
| |
The
Group
|
The
Company
|
| |
2001
RM'000
|
2000
RM'000
|
2001
RM'000
|
2000
RM'000
|
|
Bank overdrafts
|
-
|
4,010
|
-
|
4,010
|
|
Bankers acceptances
|
-
|
8,000
|
-
|
8,000
|
| |
-------
|
-------
|
-------
|
------
|
| |
-
|
12,010
|
-
|
12,010
|
| |
-------
|
-------
|
------
|
-------
|
In 2000, short-term
borrowings obtained from local banks bear interest ranging from 3.8% to 5.4%
per annum.
|
|
