SCGM Bhd

Lot 3304 Batu 24 1/2 Jalan Kulai - Air Hitam

81000 Kulai, Johor Malaysia

Tel: +607-6522288       Fax: +607-6522299

Email: ir@scgmbhd.com

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2016 AGM Minutes

SCGM BHD

Company No. 779028 H

(Incorporated in Malaysia)

 

Minutes of the Ninth Annual General Meeting of the Company held at Creator Hotel, Ballroom, 3rd Floor, Kulai Centre Point, Lot 1566, Batu 20, Jalan Besar, 81000 Kulai, Johor Darul Takzim on Friday, 2 September 2016 at 3.00 p.m.

 

BOARD OF DIRECTORS :        Dato’ Sri Lee Hock Seng (Chairman)

                                                      Dato’ Sri Lee Hock Chai

                                                      Dato’ Sri Lee Hock Guan

                                                      Mr. Lee Hock Meng

                                                      Mr. Wong Tun Boon

                                                      Mr. Tang Nai Soon

                                                         Mr. Amrik Singh Harcharan Singh

 

IN ATTENDANCE            :                Ms. Cindy Lim (Company Secretary)

 

BY INVITATION              :                As per invitation list

 

SHAREHOLDERS             :        As per attendance list

 

CHAIRMAN

 

The Chairman, Dato’ Sri Lee Hock Seng welcomed the members to the 9th AGM of the Company.

 

QUORUM

 

The Secretary confirmed the requisite quorum being present, the Chairman called the Meeting to order.

 

NOTICE

 

Notice convening the Meeting having been circulated to all members was taken as read.

 

The Chairman invited the Company Secretary to brief the Meeting on the procedures to be followed in tabling and approving resolutions at the meeting.

 

The Secretary explained that in line with the recent amendments to the Main Market Listing Requirements, all resolutions shall be voted by way of poll.

 

The Share Registrar confirmed that each and every eligible shareholder/ proxy has been given the polling paper upon their registration.

 

For good administration, the Board would go through all the proposed resolutions, take on all questions and answers, if any. The voting on all resolutions will be taken at the end of the agenda.

 

 

 

1.

REPORTS AND FINANCIAL STATEMENTS

 

 

 

The Chairman informed that the first item on the Agenda i.e. “To receive the Audited Financial Statements of the Company for the financial year ended 30 April 2016 together with the Directors’ and Auditors’ Reports thereon” was meant for discussion only as the provision in the Company’s Articles of Association do not require a formal approval of the shareholders and hence, would not be put forward for voting.

 

 

 

The Chairman invited members/proxies present to ask any questions, if any, on the Audited Financial Statements.

 

 

 

The Q & A from the floor were summarized as per the Annexure I attached.

 

 

 

There being no question pertaining to the Audited Financial Statements, the Chairman declared the Audited Financial Statements for the year ended 30 April 2016 together with the Directors’ and Auditors’ Reports thereon duly received.

 

 

2.

TO APPROVE THE PAYMENT OF DIRECTORS’ FEES – Ordinary Resolution 1

 

 

 

The proposed resolution 1 was on the payment of Directors’ fees amounting to RM72,000  for the year ended 30 April 2016 was put to members/proxies for approval.

 

 

3.

RE-ELECTION OF DIRECTORS- ORDINARY RESOLUTIONS 2 to 4      

 

 

 

3.1

Re-election of Dato’ Sri Lee Hock Seng – Ordinary Resolution 2

 

 

 

 

 

The Chairman informed that all the proposed 10 motions as stipulated in the agenda were duly proposed by Dato’ Sri Lee Hock Guan and seconded by Dato’ Sri Lee Hock Chai who are directors and shareholders.

 

 

 

 

 

The proposed resolution 2 was on the re-election of Director, Dato’ Sri Lee Hock Seng, retiring in accordance with Articles 85 of the Company’s Articles of Association and being eligible, offered himself for re-election.

 

 

 

 

3.2

Re-election of Dato’ Sri Lee Hock Chai – Ordinary Resolution 3

 

 

 

 

 

The proposed resolution 3 was on the re-election of Director, Dato’ Sri Lee Hock Chai, retiring in accordance with Articles 85 of the Company’s Articles of Association and being eligible, offered himself for re-election.

 

 

 

 

3.3

Re-election of Amrik Singh Harcharan Singh - Ordinary Resolution 4

 

 

 

 

 

The proposed resolution 4 was on the re-election of Director, Amrik Singh Harcharan Singh, retiring in accordance with Articles 85 of the Company’s Articles of Association and being eligible, offered himself for re-election.

 

 

 

 

 

 

 

 

 

 

 

 

4.

RE-APPOINTMENT OF AUDITORS - Ordinary Resolution 5

 

 

 

The proposed Resolution 5 was on the re-appointment of Messrs SJ Grant Thornton as Auditors of the Company until the conclusion of the next AGM and to authorise the Board of Directors to fix their remuneration.

 

 

5.

RETENTION OF INDEPENDENT DIRECTORS - Ordinary Resolution 6 to 8

 

 

 

5.1

Retention of Amrik Singh Harcharan Singh - Ordinary Resolution 6

 

 

 

 

 

The proposed resolution 6 was on the retention of Director, Amrik Singh Harcharan Singh as Independent Non-executive Director.

 

 

 

 

 

There was no question arising thereof.

 

 

 

 

5.1

Retention of Tang Nai Soon - Ordinary Resolution 7

 

 

 

 

 

The proposed resolution 7 was on the retention of Director, Tang Nai Soon who has served as Independent Non-executive Director.

 

 

 

 

 

There was no question arising thereof.

 

 

 

 

5.1

Retention of Wong Tun Boon - Ordinary Resolution 8

 

 

 

 

 

The proposed resolution 8 was on the retention of Director, Wong Tun Boon who has served as Independent Non-executive Director.

 

 

 

 

 

There was no question arising thereof.

 

 

 

6.

AUTHORITY TO ISSUE SHARE - Ordinary Resolution 9

 

 

 

The proposed resolution 9 was to empower the Directors to issue shares up to 10% pursuant to Section 132D of the Companies Act, 1965:-

 

 

 

“THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals from the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may in their absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten (10) per cent of the issued share capital of the Company at the time of submission to the authority AND THAT the Directors be and are also hereby empowered to obtain the approval from the Bursa Malaysia Securities Berhad for the listing of and quotation for the additional shares so issued AND THAT such authority  shall  continue  in  force  until  the conclusion of the next AGM of the Company.”

 

 

7.

PROPOSED RENEWAL OF SHARE BUY-BACK AUTHORITY - Ordinary Resolution 10

 

 

 

It was duly proposed and seconded on the proposed motion :-

 

 

 

THAT subject to compliance with all applicable rules, regulations and orders made pursuant to the Companies Act, 1965 (“Act”), provisions in the Company’s Memorandum and Articles of Association, the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authorities, the Company be and is hereby authorised to purchase such number of ordinary shares of the Company as may be determined by the Directors of the Company from time to time through Bursa Securities upon such terms and conditions as the Directors may deem fit and expedient in the interest of the Company PROVIDED THAT:-

 

 

 

(i)    the aggregate number of shares purchased or held does not exceed ten per centum (10%) of the issued and paid-up share capital of the Company as quoted on Bursa Securities as at the point of purchase;

 

 

 

(ii)   the maximum fund to be allocated by the Company for the purpose of purchasing such number of ordinary shares shall not exceed the retained profit and share premium account of the Company. As at the latest financial year ended 30 April 2016, the audited retained profit account and share premium account of the        Company stood at RM45,965,319 and RM27,227,367 respectively;

 

 

 

(iii) the authority conferred by this resolution will commence immediately upon passing of this resolution and will continue to be in force until:-

 

 

 

(a)    at the conclusion of the next Annual General Meeting (“AGM”) of the Company following the general meeting in which the authorisation is obtained, at which time it shall lapse unless by ordinary resolution passed at that meeting, the authority is renewed either unconditionally or subject to conditions; or

 

 

 

(b)   the expiration of the period within which the next AGM of the Company is required by law to be held; or

 

 

 

(c)    revoked or varied by ordinary resolution passed by the shareholders of the Company in a general meeting.

 

 

 

whichever occurs first;

 

 

 

AND THAT upon completion of the purchase(s) of the ordinary shares of the Company, the Directors of the Company be and are hereby authorised to deal with the ordinary shares so purchased in the following manners:-

 

 

 

(a)      to cancel the ordinary shares so purchased; or

(b)      to retain the ordinary shares so purchased as treasury shares for distribution as dividend to shareholders and/or resell on Bursa Securities or subsequently cancelled; or

(c)      to retain part of the ordinary shares so purchased as treasury shares and cancel the remainder; or

(d)   in any other manner prescribed by the Act, rules, regulations and orders made to the Act, the Listing Requirements of Bursa Securities and any other relevant authorities for the time being in force.

 

 

 

AND THAT the Board of the Company be and are hereby authorised to take all such steps as are necessary or expedient to implement, finalise or to effect the aforesaid share buy-back with full powers to assent to any conditions, modifications, variations, and/or amendments as may be required or imposed by the relevant authorities and to do all such acts and things (including executing all documents) as the Board may deem fit and expedient in the best interest of the Company.”

 

 

 

As there was no further business, the Chairman requested members and proxy holders to cast their votes in the ballot papers which were distributed to them earlier.

 

 

 

The Meeting was adjourned to allow the process of votes counting by the Share Registrar. Mr. Yip Yih Peng from Mega Business Consultancy, was appointed as the Independent Scrutineer for the votes counting.

 

 

8.

ANNOUNCEMENT OF VOTING RESULTS

 

 

 

The meeting resumed upon receipt of the results of the poll from the Scrutineer. The Chairman read out the voting results as follows:-

 

 

 

NO.

RESOLUTIONS

VOTE FOR

VOTE AGAINST

RESULTS

NO OF SHARES

%

NO OF SHARES

%

 

1.

Payment of Directors’ Fees

82,399,092

100.00

-

-

Carried

 

2.

Re-election of Dato’ Sri Lee Hock Seng

73,340,302

95.55

3,413,140

4.45

Carried

 

3.

Re-election of Dato’ Sri Lee Hock Chai

76,753,442

100.00

-

-

Carried

 

4.

Re-election of Amrik Singh Harcharan Singh

73,340,302

95.55

3,413,140

4.45

Carried

 

5.

Re-appointment of Messrs SJ Grant Thornton

82,399,092

100.00

-

-

Carried

 

6.

Retention of Amrik Singh Harcharan Singh

73,340,302

95.55

3,413,140

4.45

Carried

 

7.

Retention of Tang Nai Soon

76,753,442

100.00

-

-

Carried

 

8.

Retention of Wong Tun Boon

76,753,442

100.00

-

-

Carried

 

9.

Authority to issue shares

82,398,692

99.99

400

0.01

Carried

 

10.

Proposed Renewal of Share Buy-Back

82,398,692

99.99

400

0.01

Carried

                 

 

 

Based on the aforesaid results, the Chairman declared all Ordinary Resolutions 1 to 10 CARRIED.

 

 

7.

CONCLUSION

 

 

 

The Chairman declared the Meeting closed at 4.15 p.m. with a vote of thanks to the Chair.

 

 

 

 

 

 

 

 

CONFIRMED TRUE RECORD

 

 

 

 

DATO’ SRI LEE HOCK SENG

CHAIRMAN

 

Scgm-2016 AGM

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

ANNEXURE I

 

The questions raised by shareholders and proxy holders, namely Mr. Loh Ah Ti (shareholder), Mr. Lau Eng Keong (shareholder) and others duly replied by the Board members were summarized as follows:-

 

Q1)

Mr. Loh

:

In page 24 of the Annual Report 2016, noted that there was an expansion of local and export market and development of the new products. Presently, our government discouraged the use of the Polystyrene food containers. However, noted in the Annual Report 2016, you reported that there would be higher demand on biodegradable products in the future.

 

 

 

 

 

 

 

Moving forward, what do you think of further growth of the Company’s performance in the future in view that Polystyrene box in food packaging products will be replaced?

 

 

 

 

A1) 

Dato’ Sri Lee Hock Chai

:

The Company’s business is growing with the demand for thermo-form plastic packaging showing an uptrend.

 

 

 

 

Q2)

Mr. Loh

:

Do you expect there is a significant decrease in demand in Polystyrene boxes?

 

 

 

 

A2)

Dato’ Sri Lee Hock Chai

:

No, the markets still use them.

 

 

 

 

Q3)

Mr. Loh

:

What do you expect the growth in 2017?

 

 

 

 

A3)

Dato’ Sri Lee Hock Chai

:

It will be a double digit growth. Currently, the Company is reaching 20% growth.

 

 

 

 

Q4)

Mr. Loh

:

Noted that there is a presentation on the Five Years Group Financial Highlights.

 

 

 

 

 

 

 

Earnings Per Share (sen) was not highlighted in the Annual Report 2016 and this should be inserted in the Annual Report 2016.

 

 

 

 

A4)

Dato’ Sri Chairman

:

Noted and will disclose it in the coming Annual Report.

 

 

 

 

Q5)

Mr. Loh

:

The dividend payout is reaching 66% from the retained earnings. Will this dividend payout be maintained in years to come?

 

 

 

 

A5)

Dato’ Sri Chairman

:

We hope that it will be better.

 

 

 

 


 

Q6)

Mr. Loh

:

Noted that there were 2 private placements held last year. Will there be any further capital expenditure which will affect the dividend payout?

 

 

 

 

A6) 

Dato’ Sri Chairman

:

Firstly, our dividend’s policy is set at 40% of Profit After Tax. Currently, there is one private placement still pending from Bursa Securities’ approval. The private placement is solely used on the expansion of the factories.

 

 

 

 

Q7)

Mr. Lau

:

Satisfied with the performance of the Company. Hope that the employees of the Company will work harder in order for the Company to earn higher profit and the shareholders can be rewarded in years to come.

 

 

 

 

A7)

Dato’ Sri Chairman

:

Noted.

 

 

 

 

Q8)

Mr. Lau

:

Could you tell us more information on the acquisition of land which has spent more than RM100 million as mentioned in the media earlier? Will the capital expenditure affect the dividend payment?

 

 

 

 

A8)

Dato’ Sri Chairman

:

The Company has bought 19.2 acres of land and it will take about 2 years to complete the construction of factory. The business is currently doing well. Currently, the Company rents 1 factory in Kulai which took up approximately 20,000 square feet while awaiting for the new plant to be constructed. The first quarter of the financial year ending 30 April 2017 shows higher profit.

 

 

 

 

Q9)

Mr. Lau

:

Regarding the issue of polystyrene lunch boxes, it was noted that many state governments had banned the usage of the polystyrene lunch boxes. Could you please explain to the shareholders, what actions will the Company take to mitigate the issue? Are we purchasing more machineries to fulfil the demand? Kindly clarify.

 

 

 

 

A9)

Dato’ Sri Chairman

:

The Company has ordered four new machines. Many hawker stalls bought thermo-form plastic packaging products. The price was just one-third as compared to the polystyrene lunch boxes. This is a good opportunity for the Company to generate higher profit in the future.

 

 

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