Results Report RUPST 2018

PT HOTEL SAHID JAYA INTERNATIONAL Tbk

 

Announcement of Minutes Summary

Annual General Meeting of Shareholders (Annual Meeting)



Board of Director of PT HOTEL SAHID JAYA INTERNATIONAL, TBK, domiciled in Central Jakarta (herein after referred as "Company") declaring that the Company has performed Annual General Meeting of Shareholders (herein after referred as "Meeting") on:

A.   Day/date              : Friday, 28th of June 2019

      Time                    : 10.18 WIB to  11.06  WIB

      Place                   : Candi Prambanan, Grand Sahid Jaya Hotel, 2nd Floor

                                  Jl. Jendral Sudirman No. 86, Central Jakarta

      -  attended and/or represented by the holder of 1,062,412,727 (one billion sixty two million four hundred and twelve thousand seven hundred and twenty seven) shares or equal to 94.92% (ninety four point ninety two percent) from all share with rights issued by the Company, which is 1,119,326,168 (one billion one hundred and nineteen million three hundred and twenty six thousand one hundred and sixty eight) shares, thus with regard to Company's Shareholders List as per 28th of May 2019 until 16:00 WIB

Meeting held by quorum required as per Article 27 Regulation of Financial Service Authority number 32/POJK.04/2014 About Planning and Organizing Public Company General Meeting of Shareholders (“POJK 32/2014”) juncto Article 11 paragraph 1 (a) and Article 12 paragraph 1 Articles of Association of the Company.

 

B.  The Meeting held with Agenda as follows:

1.  The approval of Annual Company Report including Report on the Implementation of Supervisory Duties of the Board of Commissioners for book year ended on 31st of December 2018 and Validation of Financial Report of the Company for book year ended on 31st of December 2018.

2.  Determination of Net Profit Usage of the Company for year ended on 31st of December 2018

3.  Appointment of Public Accounting Firm for auditing Company's book year 2019

4.  Determination of Salary and Royalty including Facilities and other Allowance for member of Directors and Board of Commissioners for year 2019

5.  Amendment in Articles of Association of the Company

 

C.  Announcement dan Calling for Meeting was held in accordance to regulation Article 10 paragraph 2 Articles of Association of the Company and POJK 32/2014, as follows:

i.   NOTIFICATION about the plan to conduct the Meeting to Deputy of Commissioner of Financial Service Authority's (herein after referred as “OJK”) Capital Market Supervisor II through Board of Directors’ letter date 7th of May 2018 number 020/HSJI/FD-LD/V/2019.

ii.   ANNOUNCEMENT to Shareholders about the calling for Meeting, by advertising on daily newspaper "BISNIS INDONESIA”, published in Jakarta at 14th of May 2019

iii.  CALLING to shareholders about the Meeting done by advertising on the same daily newspaper, date 29th of May 2019

 

D.  Member of Director and Board of Commissioner of the Company attended the Meeting:

BOARD OF DIRECTORS

President Director

 

:

 

Dr.Ir. H. HARIYADI B. SUKAMDANI, MM

Vice President Director

:

Hj. EXACTY BUDIARSI SRYANTORO, MBA

Independent Director

:

DYAH TRI ANJAYANI, SE

BOARD OF COMMISSIONERS

President Commissioner

Independent Commissioner

:

:

Dra. Hj. SARWO BUDI WIRYANTI SUKAMDANI, CHA

MUHAMAD NURDIN, SE

Independent Commissioner

:

DRS. BENY ROELYAWAN

- as for Vice President Commissioner YULIAH SUKAMDANI, unable to attend

 

E.  Chairman

Meeting led by Mrs. Dra. Hj. SARWO BUDI WIRYANTI SUKAMDANI, CHA as President Commissioner, based on "Approval of Board of Commissioners PT HOTEL SAHID JAYA INTERNATIONAL Tbk" dated 25th of June 2019

 

F.  Decision Making Mechanism

Meeting decisions made by deliberation to reach consensus, should the deliberation to reach consensus does not reached, then decisions made by voting.

 

G.  Shareholders and shareholder representatives were given the opportunity to ask questions /delivering responses in each Meeting agenda, whom (shareholder/shareholder representative) asking questions/responses in Meeting agenda were:

  1. First is 1 (one) shareholder, M SAMAN, currently hold/own 25.000 shares in Company
  2. Second, Third, Fourth and Fifth of the Meeting did not have any questions from shareholders or delivering responses.

 

H.    Decision Making Result

- Decision Making at Annual General Meeting of Shareholders were approved unanimously by deliberation to reach consensus.

I.  In First Agenda of Meeting

    " Meeting unanimously on deliberation to reach consensus, decides as follows:

    - Approving Company Annual Report for book year 2018, including Report on the Implementation of Supervisory Duties of the Board of Commissioners; and Authorization of Consolidated Financial Report of the Company and Subsidiary Entities for book year 2018, audited by Public Accountant Firm "DOLI, BAMBANG, SULISTIYANTO, DADANG & ALI”, with comment "Fair in all material matters, in relation to the overall consolidated financial statements" as per report dated 25th of March 2019 number 00038/3.0268/Au.1/05/0394/I/I/III/2019.

     - Furthermore with approval of Annual Report of the Company, including Report on the Implementation of Supervisory Duties of the Board of Commissioners; and Authorization of Consolidated Financial Report of the Company and Subsidiary Entities, the Meeting  perform acquittal and release of all responsibilities ("volledig acquit et de charge") to few of Board of Directors and Board of Commissioners on actions of management and supervisory throughout book year 2018; as far as those actions reflected in Annual Report and Financial Report of the Company at book year 2018, except for fraud, deception and other criminal conduct.

 

II.  In Second Agenda of Meeting

" Meeting unanimously on deliberation to reach consensus, decides as follows:

- Approving net profit usage arrangement of the Company book year 2018, amounted Rp1,222,066,873, - (one billion two hundred and twenty-two million sixty-six thousand eight hundred and seventy-three Rupiah), with detail as follows:

a. To fulfil obligation based on regulation Article 70 Constitution Number 40 year 2007 about Incorporated Company, amounted 10% (ten percent) from net profit book year 2018, amounted Rp122,206,687,- (one hundred and twenty two million two hundred and six thousand six hundred and eighty seven Rupiah) allocated as mandatory reserve

b. Remaining net profit of the Company book year 2018, amounted Rp1,099,860,186, - (one billion ninety-nine million eight hundred sixty thousand one hundred eighty-six Rupiah) will booked as retained earnings for book year 2018, to financing Company activities."

 

III.   In Third Agenda of Meeting

" Meeting unanimously on deliberation to reach consensus, decides as follows:

- Approving delegation of authority to Company Board of Commissioners to:

a. Appoint Public Accountant Firm that will perform audit on Company Annual Report for book year 2019 and to set royalty and other appointing requirement fair to that Public Accountant Firm.

b. Appointing alternate Public Accounting Firm with Audit Committee suggestion, should if the appointed Public Accounting Firm cannot perform its obligation within determined time frame and/or for any cause according to Company consideration unable to continue the appointment of the Public Accounting Firm and to determine royalty and other appointing requirements that are fair to alternate Public Accounting Firm."

 

IV.  In Fourth Agenda of Meeting

" Meeting unanimously on deliberation to reach consensus, decides as follows:

- Delegating authorities to Board of Commissioner to set salary for Member of Directors and royalty to member of Company Board of Commissioner year 2019 with increment of 10% from year 2018 and with consideration from Nomination and Remuneration Committee of the Company."

 

V. In Fifth Agenda of Meeting

" Meeting unanimously on deliberation to reach consensus, decides as follows:

- Approving amendment in Company's Articles of Association, in order to fulfil provision of Government Regulation number 24 year 2018 about Business Licensing Services Are Integrated Electronically to adapt Company's fields of business in accordance to Standard Classification of Indonesian Business Fields (SCIB) 2017 in conjunction of regulation Article 12 paragraph (1) and paragraph (2) Company's Articles of Association and Article 27 POJK 32/2014 about changing paragraph 3 Company's Articles of Association.

- thus, herein after paragraph 3 Company's Articles of Association, written as a whole and should be read as follows:

PURPOSE AND OBJECTIVES AND BUSINESS ACTIVITIES

Article 3

1. Purpose and objectives of the Company are to manage in Hospitality business.

2. To achieve mentioned purpose and objectives, the Company able to conduct business activities, as follows:

a. Provision of rooms to stay;

b. Provision of places and services for food and beverage;

c. Laundry services;

d. Provision of accommodation facilities and other services required for business activities

e. Related to point a to d mentioned above, business activities also include provision of lodging service business, food and beverage and other services for public using part or all of building. Business managed commercially and fulfil regulated requirement as five stars hotel (including five diamonds) mentioned in the decree from affiliated agency.

-  Furthermore, Meeting authorise substitution right to Board of Directors, to restated Decision of the Fifth Meeting Agenda into Notarial deed and to deliver application for approval of amendment to the Company's Articles of Association to Ministry of Law and Human Rights of the Republic of Indonesia and other authorized agency and to take all necessary actions in connection with the Meeting Decision.

 

Jakarta, 2nd of Juli 2019

PT HOTEL SAHID JAYA INTERNATIONAL, TBK

 DIRECTORS

 

 

 

Office Location
Sahid Building 2nd Floor Southwing
Jl. Jenderal Sudirman 86
Jakarta 10220 - Indonesia
Phone : +6221 - 5704444
Fax : +6221 - 5731460