annual report

Transcription

annual report

annual
report
a
sense
of Pulai Springs
contents
Notice of the Fifth Annual General
Meeting
04
Statement Accompanying the
Notice of AGM
06
Statement on Corporate Governance
28
Statement on Internal Control
34
Corporate Information
Audit Committee Report
07
36
Profile of Directors
Statement on Directors’ Responsibility
10
39
Awards & accolades
Financial Statements
14
41
Chairman’s Statement
List of Properties Held
18
84
Managing Director’s Report
Analysis of Shareholdings
20
86
Proxy Form
a
sense
of refinement
notice of the fifth annual general meeting
NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of PULAI SPRINGS
BERHAD will be held at Pulai Springs Resort, 20km, Jalan Pontian Lama, 81110 Pulai, Johor
Darul Takzim on Wednesday, 22 June 2005 at 11.00 a.m. for the following purposes:
AGENDA
1.
To receive and adopt the Audited Accounts for the financial year ended 31 December
2004 together with the Reports of the Directors and Auditors thereon.
Ordinary Resolution 1
2.
To declare a final dividend of 5% less tax of 28% per share in respect of the financial year
ended 31 December 2004.
4.
To re-elect the following Directors who are retiring pursuant to Article 114 of the Articles of
Association of the Company:
(a) Datuk Azzat Bin Kamaludin
(b) Dato' Chua Jui Leng
(c) Dato' Prof Zainuddin Bin Muhammad
5.
To approve the directors' fees of RM366,000 for the financial year ended 31 December
2004.
6.
To re-appoint Messrs Horwath as Auditors of the Company and to authorise the Directors
to fix their remuneration.
7.
Special business :
4
To consider and if thought fit, pass the following resolution:
AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THE
COMPANIES ACT, 1965
“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and are
hereby empowered to allot and issue shares in the Company, at any time, at such price,
upon such terms and conditions, for such purpose and to such person or persons
whomsoever as the Directors may in their absolute discretion deem fit provided that the
aggregate number of shares to be issued does not exceed ten per centum (10%) of the
issued share capital of the Company for the time being and THAT the Directors be and are
hereby also empowered to obtain the approval for the listing of and quotation for the
additional shares so issued on the Bursa Malaysia Securities Berhad and THAT such
authority shall continue to be in force until conclusion of the next annual general meeting
of the Company.”
notice of the fifth annual general meeting (cont’d)
NOTICE OF DIVIDEND ENTITLEMENT
Subject to the approval of the shareholders, a final dividend of 5% less tax of 28% per share
for the financial year ended 31 December 2004 will be paid on 21 September 2005 to the
holders of ordinary shares registered in the Record of Depositors at the close of business on
29 August 2005.
A depositor shall qualify for entitlement only in respect of:
(a) Shares transferred into the Depositor's Securities Account on or before 4.00 p.m. of 29
August 2005, in respect ordinary share transfer; and
(b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basis
according to the Rules of the Bursa Malaysia Securities Berhad.
By Order of the Board
MAH LI CHEN (MAICSA 7022751)
TAN FONG SHIAN @ LIM FONG SHIAN (MAICSA 7023187)
Company Secretaries
Kuala Lumpur
31 May 2005
Notes :
1.
A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not more than two)
to attend and vote in his/her stead. If a member appoints two (2) proxies, the appointment shall be invalid unless
he/she specifies the proportion of his/her holdings to be represented by each proxy.
2.
A proxy may but need not be a member of the Company. Where a proxy is not a member, he need not be an
advocate, an approved Company auditor or a person approved by the Companies Commission of Malaysia.
3.
In the case of a corporation, the proxy appointed must be in accordance with its Articles of Association and the
instrument appointing a proxy shall be given under the Company's Common Seal or under the hand of an officer or
attorney duly appointed.
The instrument appointing a proxy must be deposited with the Company Secretaries at C15-1, Level 15, Tower C,
4.
Megan Avenue II, 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than 48 hours before the time appointed
for the holding of the Annual General Meeting or any adjournment thereof.
5.
Explanatory Note on the Special Business
Authority to Allot Shares pursuant to Section 132D of the Companies Act, 1965
The proposed Ordinary Resolution 8, if passed, will empower the Directors of the Company, from the date of the
Fifth Annual General Meeting, to issue shares (other than bonus or rights issue) of the Company up to and not
exceeding in total ten per centum (10%) of the issued share capital of the Company for the time being for such
purpose as they considered would be in the best interest of the Company. This authority, unless revoked or varied
at a general meeting, will expire at the next Annual General Meeting of the Company.
5
statement accompanying the notice of AGM
(Pursuant to Paragraph 8.28(2) of the Bursa Malaysia Securities Berhad's Listing Requirements)
1.
Names of Directors who are standing for re-election at the Fifth Annual General Meeting of the Company:
(a) Datuk Azzat Bin Kamaludin;
(b) Dato' Chua Jui Leng; and
(c) Dato' Prof Zainuddin Bin Muhammad.
6
2.
Details of Attendance of Directors at Board Meetings
The details are set out on page 29 of this Annual Report.
3.
Date, Time and Venue of Fifth Annual General Meeting of the Company
The Fifth Annual General Meeting of the Company will be held on Wednesday, 22 June 2005 at 11.00 a.m. at Pulai
Springs Resort, 20km, Jalan Pontian Lama, 81110 Pulai, Johor Darul Takzim.
4.
Further Details of Directors who are standing for re-election / election as Directors
The details of the Directors who are standing for re-election at the Fifth Annual General Meeting are set out on pages 10
and 11 of this Annual Report. No individual other than the retiring Directors is seeking election as a Director at the Fifth
Annual General Meeting of the Company.
No notice of nomination has been received todate from any member nominating any individual for election as a Director
at the Fifth Annual General Meeting of the Company.
corporate information
BOARD OF DIRECTORS
Datuk Azzat bin Kamaludin
Non-Independent Non-Executive Chairman
Dato' Chua Jui Leng
Managing Director
Dato' Prof Zainuddin bin Muhammad
Independent Non-Executive Director
Dato' Dr Shahir bin Nasir
Mr Lim Seng Chor
Executive Director
Mr Chua Chi Min
Executive Director
Mr Victor Chua Chee Wey
Executive Director
Mr Chua Teck Hwee
Cik Ruthlene binti Abu Sahid
Non-Independent Non-Executive Director
AUDIT COMMITTEE
(Chairman)
Mr Chua Teck Hwee
Mr Lim Seng Chor
REGISTERED OFFICE
20km, Jalan Pontian Lama
81110 Pulai
Johor Darul Takzim
Tel : (607) 521 2121
Fax : (607) 521 2066
AUDITORS
Horwath (AF 1018)
Chartered Accountants
Level 16, Tower C
Megan Avenue II
No. 12, Jalan Yap Kwan Seng
50450 Kuala Lumpur
HEAD/MANAGEMENT OFFICE
20km, Jalan Pontian Lama
81110 Pulai
Johor Darul Takzim
Tel : (607) 521 2121
Fax : (607) 521 2066
E-mail: psrb@psrb.com.my
Website: www.pulaisprings.com
MANAGEMENT/OPERATIONS OFFICE
E-2-7, Plaza Damas
Jalan Hartamas 1
Sri Hartamas
50480 Kuala Lumpur
Tel : (603) 6203 3883
Fax : (603) 6203 3849
E-mail: psbkl@psrb.com.my
Executive Director
COMPANY SECRETARIES
i) Mah Li Chen (MAICSA 7022751)
ii) Tan Fong Shian @ Lim Fong Shian
(MAICSA 7023187)
No.1, Kim Seng Promenade,
#12-09, Great World City West Tower,
Singapore 237994
Tel : (65) 6887 1322
Fax : (65) 6887 1330
SHARE REGISTRAR
Symphony Share Registrars Sdn Bhd
Level 26, Menara Multi-Purpose
Capital Square
No. 8, Jalan Munshi Abdullah
50100 Kuala Lumpur
Tel : (603) 2721 2222
Fax : (603) 2721 2530
PRINCIPAL BANKERS
Malaysian Industrial Development
Finance Berhad (3755-M)
No. 195A, Jalan Tun Razak
P.O. Box 12110
50939 Kuala Lumpur
RHB Bank Berhad (6171-M)
3, 3-01, 5, 5-01
Jalan Pembangunan
Desa Rahmat
81200 Johor Bahru
Johor Darul Takzim
Public Bank Berhad (6463-H)
1st & 12th Floor, Public Bank Tower
No. 19, Jalan Wong Ah Fook
80000 Johor Bahru
Johor Darul Takzim
Alliance Bank Malaysia Berhad
Menara Multi Purpose
Capital Square
8, Jalan Munshi Abdullah,
50100 Kuala Lumpur
STOCK EXCHANGE LISTING
Bursa Malaysia Securities Berhad
Main Board (Trading/Services)
Stock name: PSpring
Stock code: 5059
7
a
sense
of comfort
profile of directors
Datuk Azzat Bin Kamaludin, Malaysian, aged 60, was appointed to the Board of Directors
of Pulai Springs Berhad as Chairman on 24 September 2002. He is also the Chairman of the
Remuneration and Nomination Committees.
Datuk Azzat graduated from Queens' College, University of Cambridge, with a Degree of
Bachelor of Arts in 1968 and a Degree of Bachelor of Law in International Law in 1969. He was
admitted to Honourable Society of the Middle Temple, London and called to the “Degree of the
Utter Bar” in 1970.
Datuk Azzat served as an Administrative Diplomatic Office with the Ministry of Foreign Affairs
Malaysia from 1970 till 1979, during which time he also served as Assistant Secretary of the
ASEAN Division, Zone of Peace, Freedom and Neutrality Division, as Second Secretary at the
Permanent Mission of Malaysia to the United Nations, New York and as Head of Chancery at
the Malaysian Commission in Hong Kong and finally, as a Principal Assistant Secretary, Law of
the Sea Division.
Since 1979, he has been a partner of the legal firm, Messrs Chua Brothers, Azzat & Izzat,
Advocates & Solicitors (now known as Azzat & Izzat). He was a member of the Securities
Commission from March 1993 to March 1999. He is also presently a director of MNI Holdings
Berhad, Boustead Holdings Berhad, Affin Holdings Berhad, KPJ Healthcare Berhad and Celcom
(M) Berhad.
10
Dato' Chua Jui Leng, Malaysian, aged 60, was appointed to the Board of Directors of Pulai
Springs Berhad as Managing Director on 24 September 2002. He is also a member of the
Renumeration Committee.
Dato' Chua was admitted to the Honourable Society of the Inner Temple, London and called to
the Bar in 1971. He was conferred a degree of Master of Laws from King's College London,
University of London in 1986.
Dato' Chua was a senior partner of the legal firm, Messrs Chua Brothers, Azzat & Izzat,
Advocates and Solicitors until he retired from the firm in 1999. Dato' Chua has been a real estate
development entrepreneur in Johor over the last 15 years and has completed numerous housing
and commercial developments in Johor Bahru including Taman Melodies, Taman Sri Amar and
Serene Park. He was Chairman of the Housing Developers Association, Johor for three (3)
consecutive terms from 1982 to 1988.
He is one of the founders of Pulai Springs Resort Berhad and is overall in charge of the planning
development and operations of the Club. Dato' Chua is also responsible for the formulation and
implementation of business policies.
(cont’d)
Mr. Lim Seng Chor, Malaysian, aged 58, was appointed to the Board of Directors of Pulai
Springs Berhad as an Executive Director on 24 September 2002. He is also a member of the
Audit Committee.
Mr Lim is by profession a qualified engineer registered with the Board of Engineers, Malaysia and
the Institution of Engineers, Australia. He is an Affiliate of the Securities Institute of Australia. He
holds a Bachelor of Engineering degree from the University of Malaya and a Certified Diploma in
Accounting & Finance from ACCA, UK. Mr. Lim also holds a Master of Business Administration
degree from the Weatherhead School of Management, Case Western Reserve University,
Cleveland, USA.
Mr Lim was formerly a Superintending Officer / Resident Engineerwith Pelangi Berhad and was
in charge of the construction and supervision of some 3,000 units of houses in Taman Pelangi,
Johor Bahru including all infrastructure works. He was also in charge of preparing and calling of
tendersfor the above works. He was also responsible for the construction and sale of the
housing projects in Taman Melodies, Kebun Teh, Taman Sri Setia and Serene Park comprising
several hundred units of mixed housing and shop units.
He joined Pulai Springs Resort Berhad in 1993 as Executive Director. Mr. Lim is responsible for
the day-to-day management and implementation of the company's business policies and
strategies in operations and developments.
Dato' Prof Zainuddin bin Muhammad, Malaysian, aged 60, was appointed to the Board of
Directors of Pulai Springs Berhad on 24 September 2002. He is also the Chairman of the Audit
Committee.
Dato' Professor Zainuddin is a Fellow of the Malaysian Institute of Planners and holds a Masters
Degree in Regional and Community Planning from Kansas State University, United States of
America in 1980 after obtaining a post graduate Diploma in Housing Planning and Building and
a post graduate Diploma in Town and Regional Planning from Bouwcentrum International
Education, Rotterdam, Holland and University of Melbourne, Australia respectively.
Dato' Professor Zainuddin held many posts in various states in Malaysia before he was
promoted to the post of Director-General of the Malaysian Federal Department of Town and
Country Planning from March 1993 until his retirement in February 2001. In recognition of his
outstanding achievements and contribution to planning, Dato' Professor Zainuddin was
conferred the title of “Professor Kehormat” by the University of Technology Malaysia in 1996,
“Planner of the Year” by the Malaysian Institute of Planners in 1995, “Paul Harris Fellow” by the
Rotary Foundation of Rotary International, “Alumni Fellow” by the Kansas State University USA
in 1997 and “Fellow” of the Institute of Environment and Development (LESTARI) by University
Kebangsaan Malaysia.
At present Dato' Professor Zainuddin holds directorships in IOI Properties Berhad, TT Resources
Berhad, UDA Holdings Berhad, PJBumi Berhad (formerly known as Pembinaan Jayabumi
(Sarawak) Berhad and Pelangi Berhad.
11
(cont’d)
Mr Chua Chi Min, Malaysian, aged 36, was appointed to the Board of Directors of Pulai Springs
Berhad as an Executive Director on 24 September 2002. He graduated with a Degree of
Bachelor of Laws (honours) from the University of Leeds, United Kingdom in 1992.
Mr Chua joined Pulai Springs Resort Berhad in 1993 as the Director of Development where he
is responsible for the development of the golf courses at the Pulai Springs Resort and the
planning of its resort operations. He is also involved in the project implementation and sales of
the property development arm of the company.
Mr Chua is responsible for the day-to-day management and implementation of the company's
business policies and strategies in operations and developments. He is also involved in the
strategic planning and future development of the company.
Mr. Victor Chua Chee Wey, Malaysian, aged 38, was appointed to the Board of Directors of
Pulai Springs Berhad as an Executive Director on 24 September 2002. He graduated with a LLB
degree (Honours) from London Guildhall University, United Kingdom in 1992. He also has a
Masters of Finance from the Royal Melbourne Institute of Technology (RMIT) obtained in 2002.
12
Mr Victor Chua was appointed to the Board of Directors of Pulai Springs Resort Berhad in 1997
and is involved in the strategic planning and future development of the company. He is a
businessman with interests in property development, interior renovation and multimedia
development. He also holds directorships in several companies including Vision Development
Concepts Sdn Bhd, which is principally involved in property development, and Vision Interior
Concepts Sdn Bhd, an interior design company. He has interest in Primedia Sdn Bhd a
multimedia development company.
Dato' Dr Shahir bin Nasir, Malaysian, aged 59, was appointed to the Board of Directors of Pulai
Springs Berhad on 24 September 2002. He is also a member of the Remuneration and
Nomination Committees.
Dato' Dr Shahir graduated with a Degree of Bachelor of Arts (Honours) from the University of
Malaysia in 1968. He also holds a Masters degree and Ph.D in Public Administration from the
University of Southern California, United States of America. He has served in various positions
since he joined the Johor Civil Service (JCS) in May 1968, including State Financial Officer. His
last appointment in JCS was as the State Secretary of Johor until her retired in 2001.
He sits on the Board of Ranhill Utilities Berhad and on the Board of several private limited
companies. He currently serves as Executive Director of SAJ Holdings Sdn Bhd, a wholly-owned
subsidiary of Ranhill Utilities Berhad and is also Executive Deputy Chairman of YPJ Holdings Sdn
Bhd.
(cont’d)
Mr Chua Teck Hwee, Malaysian, aged 48, was appointed to the Board of Directors of Pulai
Springs Berhad on 24 September 2002. He is also a member of the Nomination and Audit
Committees.
Mr Chua graduated with a Bachelor of Commerce (Accounting) (Honours) Degree from the
University of Birmingham, England in 1980. He is a qualified chartered accountant and is a
Fellow of the Institute of Chartered Accountants in England &Wales. He is also a member of the
Malaysian Institute of Accountants. He is an Approved Company Auditor licensed by the Ministry
of Finance and a Fellow of the Malaysian Institute of Taxation. He has worked as an Accountant
in England and Kuala Lumpur.
Currently Mr Chua is practicing as a chartered accountant, an approved company auditor and
tax consultant under the firm of Messrs T.H. Chua & Co. He is also an advisor to various
charitable bodies.
Cik Ruthlene binti Abu Sahid, Malaysian, aged 29, was appointed to the Board of Directors of
Pulai Springs Berhad on 26 September 2003. She graduated with a Bachelor of Business
Administration in Finance (Honours) and a Bachelor in Business Administration in International
Business (Honours) from George Washington University, United States of America.
Cik Ruthlene has worked in various capacities including Project Analyst with Ipmuda Berhad and
Merger and Acquisitions Consultant with KPMG Corporate Services Sdn Bhd. She is currently
the Managing Director of ASM Properties Sdn Bhd responsible for the management of Maju
Perdana development consisting of two office towers and one shopping mall. Cik Ruthlene is a
member of the Young Presidents Organisation (YPO), Malaysian Chapter and holds a Private
Pilot's License from the Malaysian Flying Academy.
Notes to directors' profile:
1.
Family Relationship
Mr Chua Chi Min is the son of Dato' Chua Jui Leng whilst Mr Victor Chua Chee Wey is the nephew of Dato' Chua Jui
Leng and the son of Datin Wong Nyet Lan, a major shareholder of the Company. Mr Lim Seng Chor is the brother-inlaw of Dato' Chua Jui Leng whilst Datin Wong Nyet Lan is the sister-in-law of Dato' Chua Jui Leng and mother of Mr
Victor Chua Chee Wey.
Cik Ruthlene binti Abu Sahid is the daughter of Tan Sri Abu Sahid bin Mohamed, a major shareholder of the Company.
The other Directors do not have any family relationship with any Director and/or major shareholders of the Company.
2.
Conflict of Interest
None of the Directors have any conflict of interest with the Company.
3.
Conviction of Offences
None of the Directors have any conviction for offences other than traffic offences within the past 10 years.
4.
Attendances at Board Meetings
The details of the Directors' attendance at Board Meetings are set out on page 29 of this Annual Report.
5.
Shareholdings
The details of the Directors' interest in the securities of the Company are set out on page 87 of this Annual Report.
13
awards & accolades achieved by Pulai Springs Resort
FIABCI International Prix d'Excellence Award
- World's Best Leisure Resort Development 2000
"….the most prestigious real estate award in the world" - Wall Street Journal
14
FIABCI National Award of Distinction
- the Best Resort Development 1998-1999
National Landscape Award 2001
in the Hotel, Resort & Tourism Complex Category Ministry of Housing and Local Government of Malaysia
"The Finest Golf Resorts
of the World Collection 1999 and 2000"
Listed as one of the
a society of the world's most distinguished clubs.
The ISO 9001:2000 accreditation by
Lloyd’s Register Quality Assurance (2004)
15
Century International Quality Era
Award Geneva 2003
- Diamond Category
World Quality Commitment
International Star Award Paris 2002
- Platinum Category
a
sense
of enchantment
chairman’s statement
Dear Valued Shareholders,
On behalf of the Board of Directors, I am pleased to present
the Annual Report and Audited Financial Statements of
Pulai Springs Berhad Group of Companies for the
financial year ended 31 December 2004.
FINANCIAL REVIEW
This has been a year of recovery and growth in most Malaysian businesses.
Recovering from the ravages of global threats, natural disasters and
uncertainties, the hospitality and property sectors have surged forward with
consumers gaining confidence in the economy.
Group operating income is up from RM45 million to RM50 million and increased
efforts by the management team in the property segment has brought notable
results. As such, the Group has been able to record a net profit after tax of
RM3.36 million.
18
DIVIDEND
The Board of Directors is pleased to propose a dividend of 5% less 28% tax per
ordinary share amounting to RM3,780,000 in respect of the current financial year.
NEW OPERATIONS
I am pleased to introduce The Pulai Desaru Beach located on the East Coast of
Johor. Previously operating as Desaru Perdana Beach Resort, this property was
acquired by the Group in June 2004 and marks what is hopefully the first of many
milestones in the Group's expansion in the hospitality industry. With over 200
rooms and all the amenities and facilities of a complete holiday resort, we are
confident that this property will soon contribute to the financial strength of the
Group.
chairman’s statement (cont’d)
LOOKING AHEAD
With property projects underway in Johor Baru and Muar, Johor, the Group will expand its focus to property sales while
continuing to develop new markets and maintain traditional markets in hospitality. New operations in the coming year in
various sectors include at least two new property launches, increased resort operations and stepped up hospitality marketing
locally and abroad. With the CintaAyu serviced apartments coming online in 2006, Pulai Springs Resort will become a full
fledged resort with the addition of room inventory.
Pulai Springs Berhad's inherent strength is in its assets and resources. Prudent but innovative management will steer the
Group with determination and constant vigilance to ensure the Group's profitability in the coming years.
ACKNOWLEDGEMENTS
It has been an exciting year for Pulai Springs Berhad. Heartfelt acknowledgements are expressed towards the untiring efforts
of the Managing Director, Y.Bhg. Dato' Chua Jui Leng, executive directors, the management team and staff for their hard work,
dedication undivided support and commitment to the Group.
Deepest appreciation also to our shareholders, bankers, business associates and valued customers for their unending
support and trust. We shall continue to build on the strength of our assets, the Pulai Springs brand and reputation and explore
the depths of the Management expertise in the interest of the Group. We will continue to add spice to life!
Non-Executive Chairman
19
managing director’s report
Dear Valued Shareholders,
20
Lifestyle has become a byword for
many industries, more so in the
property development and hospitality
industries. Lifestyle has in fact been
the mainstay product of the Pulai
Springs Group as it continues in its
commitment of providing the best
service and exceptional value for
money in both the hospitality and
property development industries. The
service excellence and relationship
building efforts that the Group has long
established have garnered substantial
and valuable customer loyalty.
The added boon of economic recovery
in both the hospitality and property
development industries in 2004 with
fewer global threats than in the
previous years has provided the
mainstay income to the Group. This
has greatly aided efforts to source and
develop new sources of revenue.
managing director’s report (cont’d)
BUSINESS REVIEW
With the tradition of ”adding spice to life” in mind, strategic planning is being carried out by the Group to source for new and
diversified property development and hospitality projects. Although cash flow has been channeled to investing activities, there
has been general prudence in operational expenditure and there is great confidence that these investments will provide steady
revenue streams in the medium term.
HOSPITALITY
Resort operations have expanded with the acquisition of The Pulai Desaru Beach. Room inventory has increased and the
MICE business revenue maintained a steady stream of income through the year through concerted efforts of a combined
marketing and sales team for both Pulai Springs Resort and The Pulai Desaru Beach.
PROPERTY DEVELOPMENT
Purchasers of GanggaAyu bungalow lots have commenced and some have completed construction of their Resort Villas. The
continued sales of the CintaAyu Resort Apartments sell-and-leaseback units have been successful due in no small part to
heavy marketing with selective participation in the local and international trade fairs, as well as with public relations and
advertising activities. These leaseback units will add to room inventory and feature prominently in resort operations upon their
completion in 2006.
21
managing director’s report (cont’d)
UPGRADED QUALITY SYSTEM
The Group has upgraded its Management Quality standard from ISO 9002:1994 to the latest standard of ISO 9001-2000 as
accredited by Lloyd's Register Quality Assurance. This indicates the commitment of the Group to quality excellence in service
to meet and exceed customer expectation and set new standards for the industry.
GOOD CORPORATE CITIZEN
Integral to our business philosophy is the concept of giving back to society a generous portion of what we have received. The
Group has actively sought out and participated in the fulfillment of community needs including the organization of charity
tournaments and sponsorship of social events.
Notably, at the Pulai Springs Resort's Annual Charity Golf Tournament 2004, RM250,000 was raised and channeled towards
the setting up of 22 shelters in Johor state for abused and abandoned children through JUITA.
The Group maintains its commitment to the society in the knowledge that as lifestyle providers, its duty lies not only with those
who can afford its products and services but especially so with those who cannot.
LOOKING FORWARD
22
The Group's main objectives for this financial year is to continue to source and create new revenue streams while seeking to
constantly improve current streams. The current positive economic trends locally as well as in Singapore and internationally,
augur well for the MICE business and property sectors.
(cont’d)
HOSPITALITY
With the CintaAyu Resort Apartments coming onstream in 2006, much planning is being carried out to position the Group's
MICE business. With an increased room inventory of 180 rooms combined with the 200 rooms of The Pulai Desaru Beach,
efforts will be concentrated on cross marketing all the hospitality properties at home and abroad. With greater resultant
efficiencies from a consolidated marketing team for all the hospitality properties, the Group's main objective for the coming
year will be the optimizing of resources for the benefit of the members and their guests, thereby preserving its brand and
image.
With the Group's commitment to become the best niche property developer in the region, the Property division has several
projects in hand this year. With attention to distinctive and superior designs, the Group looks to establishing and cementing
its reputation in being a leading lifestyle provider in the region.
CintaAyu Resort Apartments
With the successful completion of sales of the sell-and-leaseback units, the CintaAyu, the Property division will commence
sale of 120 residential units within the same apartment block. With concentration on lifestyle, the property offers a solid
investment of a home within a RM200 million resort of world renown.
23
(cont’d)
Maharani Ayu, Muar
The Group will commence sale of properties in the mixed development of Maharani Ayu, a 29 acre lot in Muar, Johor, by the
Muar River. The development will be the first gated community in Muar and offers 20 units of bungalow lots, 12 double storey
shops, 152 units of courtyard homes, 29 units of double storey houses, 12 units of Semi-Detached House and 184 units of
affordable homes.
In keeping with the Group's objective of being a niche lifestyle provider, the unique features of this development include a 4acre water park, the largest of its kind in the district, an upgraded riverbank and boat jetty for leisure activities.
Damai Village, Johor Bahru
Doing what we do best creatively, providing and enhancing lifestyles, Damai Village is designed to reflect the growing
cosmopolitan nature of the Johor Bahru skyline as well as be the focal point for the future of leisure and entertainment in the
city. The Damai Village complex will comprise of Retail and F&B outlets with 200 units of serviced apartments to serve the
growing needs of the community.
Resort townhouses
24
Cashing in on our already established and prized asset, the Resort, while maintaining the niche nature of our property
products, the Resort townhouses look to be a trendsetter in the townhouse market. Proposed at 180 units of 2, 3 and 4
bedroom townhouses will sit on the hills surrounding and overlooking the golf course.
(cont’d)
PROSPECTS
In the encouraging environment of economic recovery, the Group is confident of continued growth in the various sectors
maximizing revenues while continuing values of service excellence. The Government's efforts in encouraging and enhancing
local and regional ties are accelerating the recovery and growth of the hospitality and property industries. The Group is
positioned to ride the flow into the new millennium with its strong commitment towards innovation and creativity.
WELCOME AND THANKS
The Pulai Springs Group's success can be attributed to the management commitment to quality and innovation in all business
areas. Focusing on the highest level of service and continuous value adding for continued excellence, the Group has proven
itself time and again scoring firsts in many areas.
We welcome the team from The Pulai Desaru Beach into our fold. We are confident that they will do us proud in attaining and
upholding the Pulai Springs brand of excellence.
Our sincere thanks to our stakeholders, members and customers for loyalty and continued trust in our products and services,
consultants, contractors and suppliers for much needed support and cooperation. We are grateful to the staff and associates
for their professionalism on the job and their willingness to walk the extra mile for the customer.
25
Dato’ Chua Jui Leng
Managing Director
a
sense
of elegance
statement on corporate governance
The Board of Directors (“the Board”) of Pulai Springs Berhad (“PSB”) continues to be committed to ensuring that the
highest standard of corporate governance is maintained throughout the Company and its subsidiaries (“the Group”) and
efforts have been made to ensure that the best practices of the Malaysian Code on Corporate Governance (“Code”) are
appropriately adopted.
The Board is pleased to provide a statement on how the Group has applied the principles and the extent of compliance
with best practices of the Code. The ensuing paragraphs describe how the Group has applied the principles and the
extent of compliance with the best practices of the Code.
THE BOARD OF DIRECTORS
Composition and Balance
The Board composition is important in ensuring that its responsibilities are discharged effectively. As of 31 December 2004,
the Board has 9 members, comprising 3 Independent Non-Executive Directors, 2 Non-Independent Non-Executive Directors
and 4 Executive Directors. This composition adequately satisfies Bursa Securities Listing Requirements of having at least one
third of its members as Independent Non-Executive Directors.
28
The Board is balanced in terms of skill and experience. The Directors possess a wide range of skills and experience relevant
to managing and directing the Group's operations. The Independent Non-Executive Directors bring to bear objective and
independent judgement to the decision making of the Board. This is important as the Independent Non-Executive Directors
provide an effective check and balance to the decision making process of the Board and ensure that no individual director or
a small group of Directors dominates the Board's proceedings.
The Board believes that its current composition fairly reflects the investment of minority shareholders in the Company and
represents the needed mix of skills and experience required to discharge the Board's duties and responsibilities.
The profiles of the members of the Board are set out on pages 10 to 13 of this Annual Report.
Duties and Responsibilities
The Board is responsible for charting the strategic direction, development and control of the Group and adopts the specific
responsibilities that are listed in the Code, which facilitate the discharge of the Board's stewardship responsibilities.
There is a clear division of responsibility between the Chairman and the Managing Director to ensure a balance of power and
authority. The Chairman is responsible for the working of the Board, its membership and participation of the members at Board
meetings, whilst the Managing Director's responsibility is to oversee the daily management of the Group's business operations
and implementation of policies and strategies adopted by the Board.
The Board has identified Dato' Prof Zainuddin bin Muhammad as the senior independent non-executive director to whom
concerns may be conveyed.
(cont’d)
Board Meetings
The Board met 4 times during the financial year ended 31 December 2004 where it deliberated on and considered matters
relating to the Group's financial performance, corporate development, strategic issues and business plan. Details of each
Director's attendance of Board meetings are set out below.
Name
Designation
Chairman, Non-Independent
Non-Executive Director
Managing Director
Executive Director
Executive Director
Executive Director
Non-Independent Non-Executive Director
Dato' Chua Jui Leng
Mr Lim Seng Chor
Mr Chua Chi Min
Mr Victor Chua Chee Wey
Mr Chua Teck Hwee
Cik Ruthlene binti Abu Sahid
Numbers of Meeting Attended
4
4
3
3
4
4
4
4
4
Supply of Information
Prior to each Board meeting, the Directors receive the meeting agenda and a complete set of Board papers. The Board
papers provide adequate information, both qualitative and quantative, to enable the Board members to make an informed
decision. Senior management staff is invited to attend these meetings to explain and clarify matters being tabled, if required.
In addition, there is a formal schedule of matters reserved specifically for Board's decisions. These include approval of
business and strategic plans, budgets, acquisitions and disposals of major assets, management structure and other
significant corporate matters.
All Directors have access to the advice and services of the Company Secretary. If considered necessary, the Directors may
engage suitably qualified consultants at the Group's expense, in the furtherance of their duties.
Re-election of Directors
As provided in the Company's Articles of Association, one third of the Directors shall retire from office and be eligible for reelection at the annual general meeting. Furthermore, each Director shall retire from office at least once in every three years
and the Managing Director is subject to retirement by rotation.
29
(cont’d)
Directors' Training
All Directors have attended and successfully completed the Mandatory Accreditation Programme and will continue to attend
training programmes and seminars to keep abreast with relevant developments on a continuous basis as required by Bursa
Securities to enable them to discharge their duties.
For newly appointed Directors, Senior Management staff will brief them on the latest financial performance and current
corporate developments/exercises.
BOARD COMMITTEES
The Board has delegated certain of its responsibilities to the following Board Committees:
30
Board Committee
Key Function
Audit Committee
Explained on pages 36 to 38 of this annual report.
Nomination Committee
Explained on page 31 of this annual report.
Remuneration Committee
Explained on pages 30 to 31 of this annual report.
Executive Committee
Oversees the operational issues of the Group. There are two other sub-committees
established by the Executive Committee to assist in its responsibilities. They are:
(a) Financial Risk Management Committee was established to monitor the financial
risk management policies of the Group, approves financial transactions within the
scope of its authority and make recommendations to the Executive Committee
on significant financial matters. The minutes of the Financial Risk Management
Committee are circulated to the Executive Committee and the Board.
(b) Investment Review Committee was established to ensure investments are aligned
to the Group's strategies and values, and the approval process is strictly adhered
to. The minutes of the Investment Review Committee are circulated to the
Executive Committee.
The minutes of the Executive Committee are circulated to Board members.
The Committees mentioned overleaf were established to assist the Board in discharging its responsibilities and duties. The
Chairmen of the Board Committees report significant matters arising from their meeting to the Board.
THE REMUNERATION COMMITTEE
As at 31 December 2004, the Remuneration Committee comprises 3 Board members, who are as follows:
Chairman
Datuk Azzat bin Kamaludin - Non-Executive Director
(cont’d)
Members
Dato' Chua Jui Leng - Executive Director
Dato' Dr. Shahir bin Nasir - Independent Non-Executive Director
The established terms of reference of the Remuneration Committee require this Committee to recommend to the Board, the
remuneration framework for the rewarding of each Executive Director. The remuneration packages of all Directors shall be
devised to attract, retain and motivate them, and is reflective of the individual Director's experience and responsibilities. The
Committee shall have access to professional advice on remuneration matters from external consultants as and when
necessary.
None of the Executive Directors participate in any way in determining their individual remuneration. The remuneration of the
Executive Directors is to be reviewed annually. The remuneration and entitlements of the Non-Executive Directors shall be a
matter to be decided by the Board as a whole.
The Remuneration Committee met once subsequent to the financial year ended 31 December 2004. All its members attended
the meeting. The purpose of the meeting/meetings was/were to assess and recommend the Directors' fees and allowances.
NOMINATION COMMITTEE
The Nomination Committee comprises 3 members, who are as follows:
Chairman
Datuk Azzat bin Kamaludin- Chairman, Non-Executive Director
Members
Dato Dr. Shahir bin Nasir - Independent Non-Executive Director
Chua Teck Hwee - Independent Non-Executive Director
The Nomination Committee is empowered by its terms of reference to recommend to the Board, candidates for new directors
and Board committees. The Committee also reviews the Board composition and balance as well as assessing the
effectiveness of Board members and Board Committees.
The Nomination Committee met once subsequent to the financial year ended 31 December 2004 with the full attendance of
its members. The purpose of the meeting was to evaluate the Directors.
The Board considers that the current mix of skills and expertise of its members is sufficient for the discharge of its duties. As
such, no annual review was performed by the Nomination Committee during the financial year.
31
(cont’d)
DIRECTORS' REMUNERATION
The details of the remuneration of Directors during the financial year ended 31 December 2004 are as follows:
(a) Total Remuneration
Executive
Non-Executive
Total
Basic Salary
RM
1,142,400
1,142,400
Bonuses
RM
-
Fees
RM
146,000
220,000
366,000
Benefits-in-kind
RM
-
Attendance Fee
RM
-
Total
RM
1,288,400
220,000
1,508,400
(b) Directors' remuneration by bands
32
Nil
RM1 to RM50,000
RM50,001 to RM100,000
RM100,001 to RM150,000
RM150,001 to RM200,000
RM200,001 to RM250,000
RM250,001 to RM300,000
RM300,001 to RM350,000
RM350,001 to RM400,000
RM400,001 to RM450,000
Executive
Non-Executive
Total
2
1
1
1
5
-
1
5
2
1
1
The Board considers that the directors' remuneration disclosures by band and analysis between executive and non-executive
directors are sufficient to cater to the transparency and accountability aspects of the Code. As such, details of individual
directors' remuneration are not disclosed in this report.
(cont’d)
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board is responsible for presenting a balanced and meaningful assessment of the Group's financial performance and
prospects primarily through the annual report/financial statements and quarterly announcements of the Group's results.
The Responsibility Statement by the Directors pursuant to the Bursa Securities Listing Guidelines is set out at page 39.
Internal Control
The Group's Statement on Internal Control is set out on pages 34 to 35.
Relationship with Auditors
The role of the Audit Committee in relation to the external auditors is described in the Audit Committee Report.
Relationship with shareholders and investors
The Company's primary means of communication with the shareholders are through the quarterly results, annual reports and
any other announcements on significant corporate matters. All queries from shareholders and members of public received
through phone calls or letters are handled by a designated Director, Group Company Secretary and the Communications
Manager. Information about the Group can also be found at www.pulaisprings.com.my.
At the annual general meeting and extraordinary general meeting, the Chairman will give shareholders ample opportunity to
participate through questions on the prospects, performance of the Group and other matters of concern to them with the
Board.
33
statement on internal control
Introduction
The Malaysian Code of Corporate Governance states that the Board should maintain a sound system of internal controls to
safeguard shareholders' investment and the Group's assets. Furthermore, paragraph 15.27 (b) of the Listing Requirements of
Bursa Malaysia Securities Berhad (“Bursa Securities”) requires the Board of Pulai Springs Berhad to include a statement on
the state of the Group's internal controls. The Board is pleased to include such a statement which is guided by the Bursa
Securities Statement on Internal Control: Guidance for Directors of Public Listed Companies (“the Guidance”). The statement
outlines the nature and scope of the internal controls of the Group during the financial year.
Board Responsibility
The Board recognises the importance of a sound system of internal controls and risk management practices and affirms its
overall responsibility for Group's system of internal control, inclusive of the risk management framework, and for reviewing the
adequacy and integrity of the internal control system. This responsibility of reviewing the adequacy and integrity of the internal
control system is delegated to the Audit Committee. The Audit Committee is empowered by its terms of reference to seek
assurance on the adequacy and integrity of the internal control system through independent reviews conducted by the internal
audit function, external auditors and management.
34
However, it should be noted there are inherent limitations to any system of internal controls. Therefore, the system of internal
control effected by Management is designed to reduce rather than eliminate all the risks that may impede the achievement of
the Group's business objectives. Consequently, the internal control system can only provide reasonable and not absolute
assurance against materials misstatement or loss.
Risk Management Framework
The key risks relating to the Group's operations and strategic and business plans are addressed at the Board and weekly /
monthly management meetings. Furthermore, the Heads of Department are responsible for managing their own departmental
risks and such risks and the related responses are communicated to Senior Management at the scheduled management
meetings.
In addition, the Risk Management Committee (“RMC”) which was established during the financial year is chaired by an
Executive Director and includes several key management staff. The RMC is responsible for ensuring that the adopted risk
management processes are adequate and effective for the Group's operations. During the financial year ended 31 December
2004, the RMC met once to adopt their term of reference, review the Group's risk management policy and the Group's key
risk profile.
The above is a description of the on going process in which risks are identified, evaluated and managed.
Other key Elements of Internal Controls
The other elements of the Group's internal control system are:
statement on internal control
•
•
•
•
•
•
•
(cont’d)
The internal audit function reports directly to the Audit Committee.
Monthly monitoring of result against budget, with major variances being followed up and management action taken,
where necessary.
Regular inspection of operations by members of the senior management team.
Clear lines of responsibilities and authority limits of all departments.
Clearly documented internal policies set out in a series of Standard Operating Procedural manuals.
Certain of the Group's operations are ISO certified and are subjected to ISO audits conducted by external parties three
times a year. Furthermore, a committee is established to ensure strict compliance with ISO standards and procedures.
Monthly / weekly management meetings to address operational issues.
Assurance
The Board continues to be vigilant and is committed to ensuring that the system of internal controls and effective risk
management practices remain relevant and are adequate for the Group's operations. Therefore, the Board will, when
necessary, put in place appropriate action plans to rectify any weaknesses identified, or further enhance the system of internal
controls.
ADDITIONAL COMPLIANCE INFORMATION
1.
SHARE BUYBACKS
During the financial year, there were no share buybacks by the Company.
2. OPTION, WARRANTS OR CONVERTIBLE SECURITIES
During the financial year, there were no options, warrants or convertible securities issued by the Company.
3. AMERICAN DEPOSITORY RECEIPTS (“ADR”) OR GLOBAL DEPOSITORY RECEIPT (“GDR”)
During the financial year, the Company did not sponsor any ADR or GDR programme.
4. IMPOSITION OF SANCTIONS/PENALTIES
There were no sanctions and/or penalties imposed on the Company and its subsidiaries by the relevant authorities.
5. NON-AUDIT FEES
During the financial year under review, the Company did not paid any non-audit fees to external auditors of the Company.
6. VARIATION IN RESULTS FOR THE FINANCIAL YEAR
The audited financial statements for the financial year ended 31 December 2004, contained in this Annual Report does
not deviate more than 10% from the unaudited results of the Group announced on 28 February 2005.
7. PROFIT GUARANTEE
There were no profit guarantees given by the Company and its subsidiaries.
8. MATERIAL CONTRACTS
None of the Directors and major shareholders has any material contract with the Company and/or its subsidiaries during
the financial year
9. UTILISATION OF PROCEEDS
The Company did not implement any fund raising exercise during the financial year.
10. REVALUATION POLICY ON LANDED PROPERTIES
The Company has not adopted a revaluation policy on landed properties.
35
audit committee report
The Board is pleased to present the Audit Committee Report for the financial year ended 31 December 2004. The terms of
reference of the Audit Committee are set out on pages 37 and 38 of this report.
COMPOSITION AND MEETINGS
The composition of the Audit Committee and details of attendance of each member at the Audit Committee meetings held
during the financial year ended 31 December 2004 are as follows:
Chairman:
Members:
36
Number of meetings
Attendance of meetings
5
5
5
5
5
5
Dato' Prof. Zainuddin bin Muhammad
(Independent Non-Executive Director)
Chua Teck Hwee
(Independent Non-Executive Director)
Lim Seng Chor
(Executive Director)
The members of the Audit Committee are provided with the meeting agenda and other relevant financial and non-financial
information by the Company Secretary in advance of their meetings. Senior Management, Internal Auditors and the Company
Secretary are normally invited to attend the meetings. The presence of the external auditors is requested, when required. The
Secretary to the Audit Committee is the Company Secretary and is responsible for preparing the minutes of each meeting
which are then subsequently approved and adopted by the members of the Audit Committee.
SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE
During the financial year ended 31 December 2004, the following matters were deliberated at the meetings:
a)
b)
c)
d)
reviewed the quarterly reports of the Group for the quarters ended 31 December 2003, 31 March 2004, 30 June 2004
and 30 September 2004;
reviewed the Group's budget for the year 2004;
reviewed the audit plans and the results of the external auditors.; and
approved the proposed internal audit plan for 2004 and reviewed the internal audit reports prepared by the outsourced
internal audit function arising from the execution of the approved internal audit plan.
SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION
The Group's internal audit function is outsourced to external consultants.
During the financial year ended 31 December 2004, the activities of the internal audit function were as follows:
(a) developed the internal audit plan for 2004;
(cont’d)
(b) conducted internal audit reviews in accordance with the approved internal audit plan and specific reviews requested by
Senior Management. The results of the audit reviews are tabled to the Audit Committee at their scheduled periodic
meetings.
(c) followed up on the implementation of audit recommendations and Management's agreed upon action plans, and reported
to the Audit Committee the status of their implementation at the periodic meetings of the Audit Committee.
The internal audits conducted did not reveal weaknesses which would result in material losses, contingencies or uncertainties
that would require disclosure in the annual report.
TERMS OF REFERENCE OF THE AUDIT COMMITTEE
The terms of reference of the Committee are as follows:
i)
Composition
The Committee shall be appointed from amongst the Board and shall comprise no fewer than three (3) members, a
majority of whom shall be independent directors and at least one (1) member must be a member of the Malaysian Institute
of Accountants or possess such other qualifications and/or experience as approved by the Bursa Malaysia Securities
Berhad. In the event of any vacancy with the result that the number of members reduced to below three, the vacancy
must be filled within 3 months.
ii)
Chairman
The Chairman, who shall be elected by the Audit Committee, shall be an independent director.
iii) Secretary
The Company Secretary shall be the Secretary of the Committee and shall be responsible, in conjunction with the
Chairman, for drawing up the agenda and circulating it prior to each meeting.
The Secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to the
Committee Members.
iv) Meetings
The Committee shall meet at least four (4) times in each financial year. The quorum for a meeting shall be two (2)
members, provided that the majority of members present at the meeting shall be independent.
The external auditors have the right to appear at any meeting of the Audit Committee and shall appear before the
Committee when required to do so by the Committee. The external auditors may also request a meeting if they consider
it necessary.
v)
Rights
The Audit Committee shall:
a) have authority to investigate any matter within its terms of reference;
b) have the resources which are required to perform its duties;
37
c)
d)
38
(cont’d)
have full and unrestricted access to any information pertaining to the Group;
have direct communication channels with the external auditors and person(s) carrying out the internal audit function
or activity;
e) have the right to obtain independent professional or other advice at the Company's expense;
f) have the right to convene meetings with the external auditors, excluding the attendance of the executive members
of the audit committee, whenever deemed necessary;
g) promptly report to the Bursa Malaysia Securities Berhad matters which have not been satisfactorily resolved by the
Board of Directors resulting in a breach of the listing requirements.
vi) Duties
a) To review with the external auditors on:
• The audit plan, its scope and nature;
• The audit report;
• The results of their evaluation of the accounting policies and systems of internal accounting controls within the
Group; and
• The assistance given by the officers of the Company to external auditors, including any difficulties or disputes
with the Management encountered during the audit.
b) To review the adequacy of the scope, functions and resources and setting of performance standards of the internal
audit function.
c) To provide assurance to the Board of Directors on the effectiveness of the system of internal controls and risk
management practices of the Group.
d) To review the internal audit programme, process the results of the internal audit programme, process or investigation
undertaken and whether or not appropriate action is taken on the recommendation of the internal audit function.
e) To review with management:
• Audit reports and management letter issued by the external auditors and the implementation of audit
recommendation;
• Interim financial information; and
• The assistance given by the officers of the Company to external auditors.
f) To monitor related party transactions entered into by the Company or the Group to be undertaken on an arm's length
basis and normal commercial terms and on terms not more favourable to the related parties than those generally
available to the public, and to ensure that the Directors report such transactions annually to shareholders via the
annual report, and to review conflict of interest that may arise within the Company or the Group including any
transaction, procedure or course of conduct that raises questions of management integrity.
g) To review the quarterly reports on consolidated results and annual financial statements prior to submission to the
Board of Directors, focusing particularly on:
• Changes in or implementation of major accounting policy and practices;
• Significant issues arising from the audit;
• The going concern assumption;
• Compliance with the accounting standards and other legal requirements; and
• Major judgemental areas.
h) To consider the appointment of auditors, the audit fee and any question of resignation or dismissal including
recommending the nomination of person or persons as auditors.
statement on directors’ responsibility
in Respect of The Preparation of The Financial Statements
The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance with
applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a
true and fair view of the state of affairs of the Group and the Company at 31 December 2004 and of the results and cash
flows of the Group and Company for the financial year ended on that date.
In preparing the financial statements, the Directors have:
(a) adopted suitable accounting policies and applied them consistently;
(b) made judgements and estimates that are prudent and reasonable;
(c) ensured the adoption of applicable approved accounting standards; and
(d) used the going concern basis for the preparation of the financial statements.
The Directors are responsible for ensuring proper accounting records are kept which disclose with reasonable accuracy at
any time the financial position of the Group and the Company and are kept in accordance with the Companies Act, 1965. The
Directors are also responsible for taking such steps as are reasonably open to them to safeguard the Group's assets and to
prevent and detect fraud and other irregularities
39
a
sense
of Lifestyle
financial
statements
Directors’ Report
Income Statements
42
49
Statement By Directors
Statements of Changes in Equity
46
50
Statutory Declaration
Cash Flow Statements
46
52
Report of the Auditors to
The Members of Pulai Springs
Berhad
Notes to the Financial Statements
47
Balance Sheets
48
54
directors’ report
The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financial
year ended 31 December 2004.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding whilst the principal activities of the subsidiaries are
set out in Note 6 to the financial statements. There have been no significant changes in the nature of these activities during
the financial year.
RESULTS
Profit attributable to shareholders
The Group
RM
The Company
RM
3,361,435
4,024,970
DIVIDENDS
Since the end of the previous financial year, the Company paid a final dividend of 5% per ordinary share, less 28% tax,
amounting to RM3,780,000 in respect of the previous financial year as proposed in the directors' report of that year.
42
The directors now propose a final dividend of 5% per ordinary share, less 28% tax, amounting to RM3,780,000. The final
dividend is subject to shareholders' approval at the Annual General Meeting of the Company. The final dividend, if approved by
the shareholders, is accounted for in the shareholders' equity as an appropriation of retained profits in the current financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year except as disclosed in the financial
statements.
ISSUES OF SHARES AND DEBENTURES
During the financial year,
(a) there were no changes in the authorised and issued and paid-up capital of the Company; and
(b) there were no issues of debentures by the Company.
OPTIONS GRANTED OVER UNISSUED SHARES
During the financial year, no options were granted by the Company to any person to take up any unissued shares in the
Company.
BAD AND DOUBTFUL DEBTS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to
ascertain that 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.
At the date of this report, the directors are not aware of any circumstances that would further require the writing off of bad
debts, or additional allowance for doubtful debts in the financial statements of the Group and of the Company.
directors’ report
(cont’d)
CURRENT ASSETS
Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps to
ascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business,
including their value as shown in the accounting records of the Group and of the Company, have been written down to an
amount which they might be expected so to realise.
At the date of this report, the directors are not aware of any circumstances which would render the values attributed to the
current assets in the financial statements of the Group and of the Company misleading.
VALUATION METHODS
At the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to the
existing methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
CONTINGENT AND OTHER LIABILITIES
The contingent liabilities of the Group and of the Company are disclosed in Note 41 to the financial statements. At the date
of this report, there does not exist:(i)
any charge on the assets of the Group and of the Company that has arisen since the end of the financial year which
secures the liabilities of any other person; or
(ii)
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 of the Group and of the Company 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 when they fall due.
CHANGE OF CIRCUMSTANCES
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 of the Group and of the Company which would render any amount stated in the financial statements
misleading.
ITEMS OF AN UNUSUAL NATURE
The results of the operations of the Group and of the Company during the financial year were not, in the opinion of the
directors, substantially affected by any item, transaction or event of a material and unusual nature.
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, in the opinion of the directors, to affect substantially the results of the operations
of the Group and of the Company for the financial year.
43
directors’ report
(cont’d)
DIRECTORS
The directors who served since the date of the last report are as follows:DATUK AZZAT BIN KAMALUDIN
DATO' CHUA JUI LENG
LIM SENG CHOR
CHUA CHI MIN
VICTOR CHUA CHEE WEY
DATO' PROF ZAINUDDIN BIN MUHAMMAD
DATO' DR. SHAHIR BIN NASIR
CHUA TECK HWEE
RUTHLENE BINTI ABU SAHID
Pursuant to Article 114 of the Articles of Association of the Company, Datuk Azzat Bin Kamaludin, Dato' Chua Jui Leng and
Dato' Prof Zainuddin Bin Muhammad shall retire by rotation at the forthcoming annual general meeting and, being eligible,
offer themselves for re-election.
DIRECTORS' INTERESTS
According to the register of directors' shareholdings, the interests of directors holding office at the end of the financial year in
shares in the Company and its related corporations during the financial year are as follows:-
44
Number Of Ordinary Shares Of RM1 Each
At
At
1.1.2004
Bought
Sold
31.12.2004
DIRECT
DATUK AZZAT BIN KAMALUDIN
DATO' CHUA JUI LENG
LIM SENG CHOR
CHUA CHI MIN
RUTHLENE BINTI ABU SAHID
INDIRECT
DATO' CHUA JUI LENG
LIM SENG CHOR
CHUA CHI MIN
2,868,938
2,440,129
300,000
300,000
884,000
2,000,000
116,000
1,635,000
400,000
-
1,233,938
4,040,129
300,000
300,000
1,000,000
38,083,323
38,083,323
38,083,323
-
2,000,000
2,000,000
2,000,000
36,083,323
36,083,323
36,083,323
By virtue of their interests in the Company, Dato' Chua Jui Leng, Lim Seng Chor and Chua Chi Min are deemed to have
interests in shares in the subsidiaries to the extent of the Company's interest, in accordance with Section 6A of the Companies
Act, 1965.
None of the other directors holding office at the end of the financial year had any interest in shares in the Company or its
related corporations during the financial year.
directors’ report
(cont’d)
DIRECTORS' BENEFITS
Since the end of the previous financial year, no director has received or become entitled to receive any benefit (other than a
benefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financial
statements, or the fixed salary of a full-time employee of the Group and 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 the director is a member, or with a company in
which the director has a substantial financial interest.
Neither during nor at the end of the financial year, was the Company or any of its subsidiaries a party to any arrangements
whose object is to enable the directors to acquire benefits by means of the acquisition of shares in or debentures of the
Company or any other body corporate.
AUDITORS
The auditors, Messrs. Horwath have expressed their willingness to continue in office.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 22 APRIL 2005
45
Dato' Chua Jui Leng
Lim Seng Chor
statement by directors
We, Dato' Chua Jui Leng and Lim Seng Chor, being two of the directors of Pulai Springs Berhad, state that, in the opinion of
the directors, the financial statements set out on pages 48 to 83 are drawn up in accordance with applicable approved
accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the state
of affairs of the Group and the Company at 31 December 2004 and of their results and cash flows for the financial year ended
on that date.
SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 22 APRIL 2005
Dato' Chua Jui Leng
Lim Seng Chor
statutory declaration
46
I, Dato' Chua Jui Leng, I/C No. 450701-01-5001, being the director primarily responsible for the financial management of Pulai
Springs Berhad, do solemnly and sincerely declare that the financial statements set out on pages 48 to 83 are, to the best of
my knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and by
virtue of the provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by
Dato' Chua Jui Leng, I/C No. 450701-01-5001,
at Kuala Lumpur in the Federal Territory
on this 22 April 2005
Before me
NO 114 NUBE BUILDING
BILEK 604 PENTHOUSE
JLN TUANKU ABD RAHMAN
50100 KUALA LUMPUR
Dato' Chua Jui Leng
report of the auditors
to the Members of Pulai Springs Berhad
We have audited the financial statements set out on pages 48 to 83. The preparation of the financial statements is the
responsibility of the Company's directors.
It is our responsibility to form an independent opinion, based on our audit, on the 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 standards on auditing in Malaysia. These standards require that we
plan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. Our
audit included examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. Our
audit also included an assessment of the accounting principles used and significant estimates made by the directors as well
as evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit provides
a reasonable basis for our opinion.
In our opinion,
(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and
applicable approved accounting standards in Malaysia so as to give a true and fair view of:(i)
the state of affairs of the Group and the Company at 31 December 2004 and their results and cash flows for the
financial year ended on that date; and
(ii)
the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the
Group and the Company; and
(b) the accounting and other records and the registers required by the Companies Act, 1965 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 said Act.
We have considered the financial statements and the auditors' report of the subsidiary of which we have not acted as auditors,
as indicated in Note 6 to the financial statements.
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 purpose of the preparation of the consolidated financial
statements and we have received satisfactory information and explanations required by us for those purposes.
The audit 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 Companies Act, 1965.
Horwath
Firm No: AF 1018
Chartered Accountants
Kuala Lumpur
22 April 2005
Onn Kien Hoe
Approval No: 1772/11/06 (J/PH)
Partner
47
balance sheets
at 31 December 2004
Note
ASSETS
Investment in subsidiaries
Property, plant and equipment
Property held for future development
Amount owing by a subsidiary
CURRENT ASSETS
Inventories
Property development costs
Trade receivables
Other receivables, deposits and prepayments
Amount owing by subsidiaries
Tax recoverable
Fixed deposits with licensed banks
Cash and bank balances
48
CURRENT LIABILITIES
Trade payables
Other payables and accruals
Amount owing to directors
Provision for taxation
Short term borrowings
Bank overdraft
6
7
8
9
10
11
12
13
9
14
15
16
17
18
19
NET CURRENT (LIABILITIES)/ASSETS
FINANCED BY:Share capital
Share premium
Capital reserve
Negative goodwill
Exchange translation reserve
Retained profits
Proposed dividend
20
21
22
23
24
SHAREHOLDERS' EQUITY
LONG TERM LIABILITIES
25
NET TANGIBLE ASSETS PER SHARE
29
The Group
2004
2003
RM
RM
(RESTATED)
The Company
2004
2003
RM
RM
191,027,715
19,420,924
-
165,034,157
25,318,675
-
120,195,842
18,069,098
109,242,542
-
210,448,639
190,352,832
138,264,940
109,242,542
539,549
11,200,285
12,015,461
2,232,443
11,164,314
5,466,536
275,577
2,754,951
10,231,338
1,946,367
13,736,610
5,959,550
52,941
14,305,725
1,820,000
9,500,000
555,326
144,617
11,933,691
1,515,371
11,000,000
67,635
42,618,588
34,904,393
26,233,992
24,661,314
430,344
21,310,131
345,000
16,477,670
6,948,535
1,438,402
119,745
12,873,426
2,034,216
22,060,895
9,126,939
-
13,595
345,000
-
58,587
297,000
-
46,950,082
46,215,221
358,595
355,587
(4,331,494)
(11,310,828)
25,875,397
24,305,727
206,117,145
179,042,004
164,140,337
133,548,269
105,000,000
23,222,612
31,757,585
20,695
8,655,916
3,780,000
105,000,000
23,222,612
21,130,087
9,074,481
3,780,000
105,000,000
23,222,612
18,069,098
250,627
3,780,000
105,000,000
23,222,612
5,657
3,780,000
172,436,808
33,680,337
162,207,180
16,834,824
150,322,337
13,818,000
132,008,269
1,540,000
206,117,145
179,042,004
164,140,337
133,548,269
164 sen
154 sen
The annexed notes form an integral part of these financial statements.
income statements
for the financial year ended 31 December 2004
Note
TURNOVER
30
The Group
2004
2003
RM
RM
(RESTATED)
The Company
2004
2003
RM
RM
50,518,144
45,391,024
6,500,000
5,500,000
COST OF SALES
(28,950,384)
(19,755,752)
-
-
OPERATING INCOME
21,567,760
25,635,272
6,500,000
5,500,000
8,607,637
6,936,989
199,679
417,962
30,175,397
32,572,261
6,699,679
5,917,962
(1,539,360)
(529,773)
(3,017,233)
(793,116)
(14,257,360)
(4,765,819)
(1,591,245)
(499,556)
(5,457,206)
(970,729)
(10,303,488)
(5,271,566)
(792,873)
-
(499,834)
-
(24,902,661)
(24,093,790)
(792,873)
(499,834)
PROFIT FROM OPERATIONS
5,272,736
8,478,471
5,906,806
5,418,128
FINANCE COSTS
(2,083,620)
(1,158,258)
-
-
OTHER INCOME
OTHER EXPENDITURE
MAINTENANCE EXPENSES
HOUSEKEEPING EXPENSES
MARKETING EXPENSES
HUMAN RESOURCES EXPENSES
ADMINISTRATIVE EXPENSES
OTHER OPERATINGEXPENSES
PROFIT BEFORE TAXATION
31
3,189,116
7,320,213
5,906,806
5,418,128
TAXATION
32
(483,611)
(685,310)
(1,881,836)
(1,657,469)
PROFIT AFTER TAXATION
2,705,505
6,634,903
4,024,970
3,760,659
PRE-ACQUISITION LOSS
655,930
-
-
-
3,361,435
6,634,903
4,024,970
3,760,659
3 sen
6 sen
PROFIT ATTRIBUTABLE TO SHAREHOLDERS
EARNINGS PER SHARE
- Basic
33
49
statements of changes in equity
Note
The Group
Balance at 1.1.2003
(as previously reported)
Prior year adjustment
50
Profit attributable
to shareholders
(as restated)
Dividend paid
Dividend
Balance at
31.12.2003/1.1.2004
Arising from acquisition
of a subsidiary
Profit attributable
to shareholders
Amortisation of negative
goodwill
Currency exchange
translation differences
Dividend paid
Dividend
Balance at 31.12.2004
Share
Premium
RM
Exchange
Translation
Reserve
RM
Negative
GoodWill
RM
Retained
Profits
RM
Proposed
Dividend
RM
Total
RM
105,000,000
-
23,384,123
-
28,173,448
(1,408,671)
-
4,810,907
1,408,671
3,780,000
-
165,148,478
-
105,000,000
23,384,123
26,764,777
-
6,219,578
3,780,000
165,148,478
-
(161,511)
-
-
-
-
(161,511)
34
-
-
(5,634,690)
-
1,000,213
5,634,690
-
1,000,213
-
35
-
-
(5,634,690)
-
-
6,634,903
(3,780,000)
(3,780,000)
3,780,000
1,000,213
(3,780,000)
-
105,000,000
23,222,612
21,130,087
-
9,074,481
3,780,000
162,207,180
-
-
18,069,098
-
-
-
18,069,098
-
-
-
-
3,361,435
-
3,361,435
-
-
(7,441,600)
-
-
-
(7,441,600)
-
-
-
20,695
-
(3,780,000)
(3,780,000)
3,780,000
20,695
(3,780,000)
-
105,000,000
23,222,612
31,757,585
20,695
8,655,916
3,780,000
172,436,808
34
Balance at 1.1.2003
(as restated)
Listing expenses
incurred
Profit attributable to
shareholders (as
previously reported)
Prior year adjustment
Share
Capital
RM
35
statements of changes in equity
Note
Share
Capital
RM
for the financial year ended 31 December 2004 (cont’d)
Share
Premium
RM
Capital
Reserve
RM
105,000,000
-
23,384,123
(161,511)
-
-
-
105,000,000
Retained
Profits
RM
Proposed
Dividend
RM
Total
RM
24,998
-
3,780,000
-
132,189,121
(161,511)
-
3,760,659
(3,780,000)
(3,780,000)
3,780,000
3,760,659
(3,780,000)
-
23,222,612
-
5,657
3,780,000
132,008,269
-
-
18,069,098
-
-
18,069,098
-
-
-
4,024,970
(3,780,000)
(3,780,000)
3,780,000
4,024,970
(3,780,000)
-
105,000,000
23,222,612
18,069,098
250,627
3,780,000
150,322,337
The Company
Balance at 1.1.2003
Listing expenses incurred
shareholders
Dividend paid
Dividend
35
Balance at
31.12.2003/1.1.2004
Arising from acquisition of
subsidiary
shareholders
Dividend paid
Dividend
35
Balance at 31.12.2004
51
cash flow statements
Note
The Group
2004
2003
RM
RM
(RESTATED)
The Company
2004
2003
RM
RM
CASH FLOWS (FOR)/FROM
OPERATING ACTIVITIES
Profit before taxation
Pre-acquisition loss
3,189,116
655,930
7,320,213
-
5,906,806
-
5,418,128
-
3,845,046
7,320,213
5,906,806
5,418,128
Allowance for doubtful debts
Bad debts written off
Depreciation of property, plant and equipment
Development expenditure written off
Equipment written off
Interest expense
(Gain)/Loss on disposal of plant and equipment
Amortisation of negative goodwill
Interest income
Unrealised gain on foreign exchange
Exchange translation adjustment
730,803
343,208
4,136,522
138,854
22,406
1,434,869
(81,178)
(7,441,600)
(204,775)
(25,007)
20,695
571,305
676,266
3,914,619
844,183
3,878
(5,634,690)
(427,676)
(92,119)
-
(199,679)
-
(417,962)
-
Operating profit before working capital changes
Decrease/(Increase) in inventories
Increase in property development costs
(Increase)/Decrease in trade and other receivables
Increase/(Decrease) in trade and other payables
2,919,843
68,306
(2,024,217)
(2,459,193)
7,227,590
7,175,979
(40,564)
(1,742,752)
1,516,558
(1,767,790)
5,707,127
91,676
(44,992)
5,000,166
(144,617)
(70,000)
CASH FROM OPERATIONS
Interest paid
Tax paid
5,732,329
(1,434,869)
(6,066,836)
5,141,431
(844,183)
(100,840)
5,753,811
(86,465)
4,785,549
(100,840)
NET CASH (FOR)/FROM OPERATING ACTIVITIES
CARRIED FORWARD
(1,769,376)
4,196,408
5,667,346
4,684,709
Adjustments for:-
52
cash flow statements
Note
NET CASH (FOR)/FROM OPERATING
ACTIVITIES BROUGHT FORWARD
CASH FLOWS (FOR)/FROM
INVESTING ACTIVITIES
Acquisition of a subsidiary, net cash out
Development expenditure incurred
Increase in investment in a subsidiary
Interest received
Purchase of property, plant and equipment
Proceeds from disposal of plant and equipment
36
37
NET CASH (FOR)/FROM
INVESTING ACTIVITIES
CASH FLOWS FROM/(FOR)
FINANCING ACTIVITIES
Dividend paid
Listing expenses paid
Advances to subsidiaries
(Repayment to)/Advances from directors
Repayment of hire purchase obligations
Net drawdown of term loan
The Group
2004
2003
RM
RM
(RESTATED)
The Company
2004
2003
RM
RM
(1,769,376)
4,196,408
5,667,346
4,684,709
(10,124,966)
(662,220)
204,775
(1,238,645)
93,880
(7,345,891)
427,676
(1,833,852)
1,699
(10,703,302)
(249,998)
199,679
-
(8)
417,962
-
(11,727,176)
(8,750,368)
(10,753,621)
417,954
53
(3,780,000)
(1,689,216)
(155,384)
14,617,440
(3,780,000)
(161,511)
147,000
(58,456)
3,518,659
(3,780,000)
(4,192,034)
48,000
11,998,000
(3,780,000)
(161,511)
(11,268,536)
147,000
-
NET CASH FROM/(FOR) FINANCING ACTIVITIES
8,992,840
(334,308)
4,073,966
(15,063,047)
NET DECREASE IN CASH AND
CASH EQUIVALENTS
(4,503,712)
(4,888,268)
(1,012,309)
(9,960,384)
19,696,160
24,584,428
11,067,635
21,028,019
15,192,448
19,696,160
10,055,326
11,067,635
CASH AND CASH EQUIVALENTS AT
BEGINNING OF THE FINANCIAL YEAR
CASH AND CASH EQUIVALENTS AT END OF
THE FINANCIAL YEAR
38
notes to the financial statements
1.
GENERAL INFORMATION
The Company is a public company limited by shares and is incorporated under the Malaysian Companies Act, 1965. The
domicile of the Company is in Malaysia. The registered office, which is also the principal place of business, is at 20 KM,
Jalan Pontian Lama, 81110 Pulai, Johor.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of directors
dated 22 April 2005.
54
2.
PRINCIPAL ACTIVITIES
The Company is principally engaged in the business of investment holding whilst the principal activities of the subsidiaries
are set out in Note 6 to the financial statements. There have been no significant changes in the nature of these activities
during the financial year.
3.
FINANCIAL RISK MANAGEMENT POLICIES
The Group's financial risk management policy seeks to ensure that adequate financial resources are available for the
development of the Group's business whilst managing its foreign currency, interest rate, market, credit, liquidity and cash
flow risks. The policies in respect of the major areas of treasury activity are as follows:(a) Foreign Currency Risk
The Group is exposed to foreign currency risk on sales and purchases that are denominated in foreign currencies. It
manages its foreign currency exposure by a policy of matching as far as possible receipts and payments in each
individual currency.
The directors are of the opinion that the Company's exposure to currency risk is not significant.
(b) Interest Rate Risk
The Group obtains financing through bank borrowings, leasing and hire purchase arrangements. The Group policy is
to obtain the most favourable interest rates available.
Surplus funds are placed with reputable financial institutions at the most favourable interest rates.
(c) Credit Risk
The Group's exposure to credit risk, or the risk of counterparties defaulting, arises mainly from receivables. The
maximum exposure to credit risk is represented by the total carrying amounts of these financial assets in the balance
sheet.
The Group does not have any major concentration of credit risk related to any individual customer or counterparty.
The Group manages its exposure to credit risk by investing its cash assets safely and profitably, and by the
application of credit approvals, credit limits and monitoring procedures on an ongoing basis.
3.
FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)
(d) Market Risk
The Group does not have any quoted investments and hence is not exposed to market risks.
(e) Liquidity and Cash Flow Risk
The Group's exposure to liquidity and cash flow risks arises mainly from general funding and business activities.
The Group practises prudent liquidity risk management by maintaining sufficient cash and the availability of funding
through certain committed credit facilities.
4.
BASIS OF PREPARATION
The financial statements are prepared under the historical cost convention and modified to include other bases of
valuation as disclosed in other sections under significant accounting policies, and in compliance with applicable approved
accounting standards in Malaysia and the provisions of the Companies Act, 1965.
5.
SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and its subsidiaries made up
to 31 December 2004.
A subsidiary is defined as an enterprise in which the Group has the power, directly on indirectly, to exercise control
over the financial and operating policies so as to obtain benefits from its activities.
All subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method of
accounting, the results of subsidiaries acquired or disposed of are included from the date of acquisition or up to the
date of disposal. At the date of acquisition, the fair values of the subsidiaries' net assets are determined and these
values are reflected in the consolidated financial statements.
Intragroup transactions, balances and unrealised gains on transactions are eliminated; unrealised losses are also
eliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statements of
the subsidiary to ensure consistency of accounting policies with those of the Group.
(b) Goodwill or Negative Goodwill on Consolidation
Goodwill represents the excess of the fair value of the purchase consideration over the Group's share of the fair
values of the separable net assets of the subsidiaries at the date of acquisition. Negative goodwill represents the
excess of the Group's share of the fair values of the separable net assets of the subsidiaries at the date of acquisition
over the fair value of the purchase consideration.
55
5.
SIGNIFICANT ACCOUNTING POLICIES (CONT'D)
(b) Goodwill or Negative Goodwill on Consolidation (Cont’d)
Goodwill is reviewed annually and is written down for impairment where it is considered necessary. The impairment
value of goodwill written off is taken to the income statement.
With effect from 1 January 2004, the Group changed its policy to amortise negative goodwill on a straight line basis
over a period of 5 years. This change in accounting policy has also been applied retrospectively and the effects on
prior financial years have been taken up as prior year adjustments in the financial statements. The effects of this
change in accounting policy on the current and prior years are as disclosed in Note 34.
(c) Investments in Subsidiaries
Investments in subsidiaries are stated at cost in the balance sheet of the Company, and are reviewed for impairment
at the end of the financial year if events or changes in circumstances indicate that their carrying values may not be
recoverable.
(d) Financial Instruments
Financial instruments are recognised in the balance sheet when the Group or the Company has become a party to
the contractual provisions of the instruments.
56
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are
reported as expense or income. Distributions to holders of financial instruments classified as equity are charged
directly to equity.
Financial instruments are offset when the Group or the Company has a legally enforceable right to offset and intends
to settle either on a net basis or to realise the asset and settle the liability simultaneously.
Financial instruments recognised in the balance sheet are disclosed in the individual policy statement associated with
each item.
(e) Property, Plant and Equipment
Property, plant and equipment, other than freehold land, are stated at cost or less accumulated depreciation or
accumulated amortisation and impairment losses, if any. Freehold land is stated at cost less accumulated impairment
loss, if any and is not depreciated.
Depreciation is not provided on the golf course, development expenditure and freehold land. The golf course is not
depreciated as it is the Group's practice to maintain the golf course in such condition that the residual values are not
significantly affected. Crockery, glassware, cutlery and linen are capitalised at the minimum level required for normal
operations and no depreciation is provided on these items as the amount involved is not material to the financial
statements.
5.
(e) Property, Plant and Equipment (Cont'd)
Depreciation is calculated under the straight-line method to write off the cost of the assets over their estimated useful
lives. The principal annual rates used for this purpose are:Leasehold land
Buildings and hostel
Equipment
Furniture and fittings
Machinery
Motor vehicles
(f)
Over the remaining lease period of 56 and 96 years
2%
10%
10%
20%
20%
Impairment of Assets
The carrying amounts of assets, other than those to which MASB 23 - Impairment of Assets does not apply, are
reviewed at each balance sheet date for impairment when there is an indication that the assets might be impaired.
Impairment is measured by comparing the carrying values of the assets with their recoverable amounts.
An impairment loss is charged to the income statement immediately unless the asset is carried at its revalued
amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previously
recognised revaluation surplus for the same asset.
In respect of assets other than goodwill, and when there is a change in the estimates used to determine the
recoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of the
previous impairment loss and is recognised to the extent of the carrying amount of the asset that would have been
determined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal is
recognised in the income statement immediately, unless the asset is carried at its revalued amount. A reversal of an
impairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that an
impairment loss on the same revalued asset was previously recognised as an expense in the income statement, a
reversal of that impairment loss is recognised as income in the income statement.
(g) Assets under Finance Leases and Hire Purchase
Plant and equipment acquired under finance lease and hire purchase are capitalised in the financial statements and
are depreciated in accordance with the policy set out in Note 5(e) above. Each hire purchase payment is allocated
between the liability and finance charges so as to achieve a constant rate on the finance balance outstanding.
Finance charges are allocated to the income statement over the period of the respective finance lease and hire
purchase agreements.
57
5.
(h) Property Held For Future Development
Property held for future development is carried at cost less any accumulated impairment losses. Where property held
for future development had previously been recorded at a revalued amount, the revalued amount is retained as its
surrogate cost.
Property held for future development is classified as non-current asset where no development activities are carried
out or where development activities are not expected to be completed within the normal operating cycle.
Costs associated with the acquisition of land include the purchase price of the land, professional fees, stamp duties,
commissions, conversion fees and other relevant levies. Pre-acquisition costs are charged to the income statement
as incurred unless such costs are directly identifiable to the consequent property development activity.
Property held for future development is transferred to current asset when development activities have commenced
and where it can be demonstrated that the development activities can be completed within the normal operating
cycle.
(i)
Capitalisation of Borrowing Costs
Interest incurred on borrowings specifically taken to finance the capital work-in-progress is capitalised and included
as part of the cost of the capital assets until they are ready for their intended use, after which such expense is
charged to the income statement.
(j)
Inventories
Inventories are stated at the lower of cost and net realisable value. Cost is determined on a first-in-first-out basis, and
includes the cost of materials and incidentals incurred in bringing the inventories to their present location and
condition.
58
In arriving at net realisable value, due allowance is made for all damaged, obsolete and slow-moving items.
(k) Receivables
Receivables are carried at anticipated realisable value. Bad debts are written off in the period in which they are
identified. An estimate is made for doubtful debts based on a review of all outstanding amounts at the balance sheet
date.
(l)
Property Development Costs and Progress Billings/Accrued Billings
Property development costs comprise costs associated with the acquisition of land and all costs that are directly
attributable to development activities or that can be allocated on a reasonable basis to such activities.
Property development costs that are not recognised as an expense are recognised as an asset and carried at the
lower of cost and net realisable value.
5.
(l)
Property Development Costs and Progress Billings/Accrued Billings (Cont’d)
In respect of progress billings:(i)
where revenue recognised in the income statement exceeds the billings to purchasers, the balance is shown as
accrued billings under current assets; and
(ii)
where billings to purchasers exceed the revenue recognised to the income statement, the balance is shown as
progress billings under current liabilities.
(m) Payables
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services
received.
(n) Interest-bearing Borrowings
Interest-bearing bank borrowings, finance lease and hire purchase are recorded at the amounts of proceeds
received, net of transaction costs.
Borrowing costs directly attributable to the acquisition and construction of development properties are capitalised as
part of the cost of those assets, until such time as the assets are ready for their intended use or sale.
All other borrowing costs are charged to the income statement as an expense in the period in which they are incurred.
(o) Equity Instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised as liabilities when declared
before the balance sheet date. A dividend proposed or declared after the balance sheet date, but before the financial
statements are authorised for issue, is not recognised as a liability at the balance sheet date but as an appropriation
from retained earnings and treated as a separate component of equity. Upon the approval of the proposed dividend,
it will be accounted for as a liability.
(p) Employee Benefits
(i)
Short-term Benefits
Wages, salaries, paid annual leave, bonuses and non-monetary benefits are accrued in the period in which the
associated services are rendered by employees of the Group.
(ii) Defined Contribution Plans
The Group's contributions to defined contribution plans are charged to the income statement in the period to
which they relate. Once the contributions have been paid, the Group has no further liabilities in respect of the
defined contribution plans.
59
5.
for the financial year ended 31December 2004 (cont’d)
(q) Taxation
Taxation for the year comprises current and deferred tax.
Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and is
measured using the tax rates that have been enacted or substantially enacted at the balance sheet date.
Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwill
or negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business
combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax credits
to the extent that it is probable that taxable profit will be available against which the deductible temporary differences,
unused tax losses and unused tax credits can be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the
asset is realised or the liability is settled, based on the tax rates that have been enacted or substantially enacted at
the balance sheet date.
60
Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised
directly in equity, in which case the deferred tax is also charged or credited directly to equity, or when it arises from
a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or
negative goodwill. The carrying amounts of deferred tax assets are reviewed at each balance sheet date and reduced
to the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of the
deferred tax assets to be utilised.
(r)
Cash and Cash Equivalents
Cash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financial
institutions, bank overdrafts and short term, highly liquid investments that are readily convertible to known amounts
of cash and which are subject to an insignificant risk of changes in value.
(s) Foreign Currencies
Transactions in foreign currencies are converted into Ringgit Malaysia at the approximate rates of exchange ruling at
the transaction dates. Monetary assets and liabilities in foreign currencies at the balance sheet date are translated at
the rates ruling as of that date. All exchange differences are taken to the income statement.
The income statement of a foreign subsidiary is translated into Ringgit Malaysia at the average rate for the financial
year, and the balance sheet is translated at the exchange rate ruling at the balance sheet date. Exchange differences
are taken to the fluctuation reserve account. On the disposal of the subsidiary, such translation differences are
recognised in the income statement as part of the gain or loss on the disposal.
5.
(t)
Revenue Recognition
The following fees are payable upon joining as members of Pulai Springs Country Club ("PSCC") operated by a
subsidiary:
Entrance Fee
A sum payable by a member in accordance with the provisions of the membership licence agreement, being part of
the consideration for the grant of the revocable non-exclusive licence to use and enjoy the facilities of PSCC or to
nominate a nominee to use and enjoy the same.
The entrance fee is recognised as income upon approval of the membership by the subsidiary.
Licence Fee
A further sum payable by a member (in addition to the Entrance Fee) towards the account of the annual licence fees
to be utilised and applied in accordance with the provisions of the membership licence agreement, being part of the
consideration for the grant of the revocable non-exclusive licence to use and enjoy the facilities of PSCC or to
nominate a nominee to use and enjoy the same.
The licence fee in respect of memberships sold prior to year 2000 is recognised as income over the warranty period
of the licensing agreement on a receipt basis.
The licence fee in respect of memberships sold on or after 1 January 2000 is recognised as income in the year of
sale on an accrual basis.
A provision for refund of the licence fee in respect of memberships sold on or after 1 January 2000 is made in the
financial statements based on directors' estimate, taking into account, inter alia, the historical trend of cancellations
and the amount of refunds.
Subscription Fee
Members are levied a monthly subscription fee for the use and enjoyment of the facilities of PSCC.
The subscription fee is receivable monthly in advance and is recognised as income on an accrual basis.
Property Development
Revenue from property development is recognised from the sale of completed and uncompleted development
properties.
Revenue from sale of completed properties is recognised when the sale is contracted.
61
5.
(t)
Revenue Recognition (Cont’d)
Property Development (Cont’d)
Revenue on uncompleted properties contracted for sale is recognised based on the stage of completion method
unless the outcome of the development cannot be reliably determined in which case the revenue on the development
is only recognised to the extent of development costs incurred that are recoverable.
The stage of completion is determined based on the proportion that the development costs incurred for work
performed to date bear to the estimated total development costs.
Foreseeable losses, if any, are recognised immediately in the income statement.
Foreseeable losses, if any, are provided for in full as and when it can be reasonably ascertained that the development
will result in a loss.
Dividends
Dividend income from investment is recognised when the right to receive dividend payment is established.
62
Others
Revenue from sports and recreation, golfing, rental of rooms and sale of food and beverage is recognised as income
on a receivable basis.
(u) Segmental Information
Segment revenues and expenses are those directly attributable to the segments and include any joint venture and
expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment and
consist principally of property, plant and equipment, land held for development, inventories, receivables, and cash
and bank balances.
Most segments assets can be directly attributed to the segments on a reasonable basis. Segment assets and
liabilities do not include income tax assets and liabilities respectively.
Segment revenues, expenses and results include transfers between segments. The prices charged on intersegment
transactions are based on normal commercial terms. These transfers are eliminated on consolidation.
6.
INVESTMENTS IN SUBSIDIARIES
The Company
2004
2003
RM
RM
Unquoted shares, at cost
At 1 January
Additions for the financial year
109,242,542
10,953,300
109,242,534
8
At 31 December
120,195,842
109,242,542
The details of subsidiaries are as follows:Name of Company
Pulai Springs Resort Berhad
Country Of
Incorporation
Malaysia
Effective Equity
Interest
2004
2003
100%
100%
Principal Activities
Proprietor and operator of PSCC, hotel
and other sport and recreational facilities,
and property development.
Wawasan Maharani Sdn. Bhd.
Malaysia
100%
100%
Property development and investment.
Citro Murni Sdn. Bhd.
Malaysia
100%
100%
Property development and investment.
Pulai Springs Management
Services Sdn. Bhd.
Malaysia
100%
100%
Provision of management services cum
food and beverage retailing.
Singapore
100%
100%
Sales and marketing agent.
Bina Resorts Corporation Sdn. Bhd. Malaysia
100%
-
Malaysia
100%
100%
PSB Resorts Pte. Ltd.
Pulai Springs Property Services
Sdn. Bhd. #
Proprietor and operator of hotel
Dormant
All the subsidiaries are audited by Messrs. Horwath, except for PSB Resorts Pte. Ltd which is audited by a member firm
of Horwath International.
#
subsidiary of Pulai Springs Resort Berhad.
63
7.
PROPERTY, PLANT AND EQUIPMENT
Acquisition
Of A
Subsidiary
RM
Additions
RM
Disposal
RM
Write -Off
RM
42,426,132
1,949,038
58,314,770 25,535,611
55,000
-
-
(27,101)
(1,721,095)
42,426,132
1,921,937
82,184,286
1,279,416
1,346,123
(12,702)
(22,406)
(2,388,326)
56,336,262
8,159,098
165,034,157 28,764,065
1,401,123
(12,702)
(22,406)
(4,136,522) 191,027,715
At
1.1.2004
RM
The Group
NET BOOK VALUE
Freehold land
Leasehold land
Buildings
Golf course and
development
expenditure
Others *
64
56,336,262
7,956,993
AT 31.12.2004
Freehold land
Leasehold land
Buildings
Golf course and development expenditure
Others *
Depreciation
At
Charge
31.12.2004
RM
RM
Cost
RM
Accumulated
Depreciation
RM
Net Book
Value
RM
42,426,132
2,710,148
104,719,778
56,336,262
36,853,431
(788,211)
(22,535,492)
(28,694,333)
42,426,132
1,921,937
82,184,286
56,336,262
8,159,098
243,045,751
(52,018,036)
191,027,715
42,426,132
67,334,460
56,336,262
31,607,515
(9,019,690)
(23,650,522)
42,426,132
58,314,770
56,336,262
7,956,993
197,704,369
(32,670,212)
165,034,157
AT 31.12.2003
Freehold land
Buildings
Golf course and development expenditure
Others *
*
These comprise golf course machinery and equipment, buggies, kitchen furniture and equipment, housekeeping
equipment, lighting system, art and craft, furniture and fittings, office equipment, computer system, motor vehicles,
golf course lighting system, maintenance equipment, library books, substation, base stock, driving range auto
equipment, base stock-towels and linen and laundry equipment.
7.
PROPERTY, PLANT AND EQUIPMENT (CONT'D)
Included in the net book value of property, plant and equipment at the balance sheet date are the following plant and
equipment acquired under lease and hire purchase terms:The Group
2004
2003
RM
RM
Golf course machinery and equipment
Motor vehicles
157,092
313,641
209,456
152,580
Net book value at 31 December
470,733
362,036
The property, plant and equipment of the Group with net book value of RM188,722,452 (2003 - RM164,068,497) have
been charged as security for term loans as disclosed in Note 27.
8.
PROPERTY HELD FOR FUTURE DEVELOPMENT
The Group
2004
2003
RM
RM
Freehold land, at cost
Development expenditure, at cost
15,134,491
4,425,287
(138,854)
21,631,095
3,687,580
-
19,420,924
25,318,675
The freehold land held for property development amounting to RM15,134,491 (2003 - RM15,134,491) is pledged as
security for the term loans as disclosed in Note 27.
Borrowing costs capitalised during the financial year under property held for future development of the Group amounted
to RM3,942,773 (2003 - RM3,435,251).
9.
AMOUNT OWING BY A SUBSIDIARY
The amount owing is unsecured, interest-free and not subject to fixed terms of repayment.
65
10. INVENTORIES
The Group
2004
2003
RM
RM
At cost:Fertilisers and chemicals
Food and beverage
Golf sets for rental
Pro-shop
Trading stocks
Room supplies
Others
41,104
214,563
10,751
24,848
91,033
110,810
46,440
56,267
122,556
11,151
30,506
55,097
539,549
275,577
None of the inventories are carried at net realisable value.
11. PROPERTY DEVELOPMENT COSTS
The Group
2004
2003
RM
RM
66
At 1 January
- freehold land, at cost
- development costs
947,957
6,921,502
1,162,391
1,363,399
7,869,459
2,525,790
6,496,604
6,548
-
Costs incurred during the financial year:
- development costs
11,348,079
5,343,669
At 31 December
25,720,690
7,869,459
(9,685,996)
(9,405,897)
(1,970,688)
(7,715,308)
(19,091,893)
(9,685,996)
31,590,469
(27,018,981)
15,680,981
(11,109,493)
4,571,488
4,571,488
11,200,285
2,754,951
Costs transferred from property held for future development:
- freehold land, at cost
- development costs
Costs recognised as an expense in the income statement:
- brought forward
- current year
Cumulative revenue recognised in the income statement
Cumulative billings to purchasers
Accrued billings
Net balance
12. TRADE RECEIVABLES
The Group
2004
2003
RM
RM
Trade receivables
12,244,960
10,802,643
571,305
730,803
(1,072,609)
976,427
571,305
(976,427)
229,499
571,305
12,015,461
10,231,338
Allowance for doubtful debts:At 1 January
Allowance for the financial year
Write-off of allowance
At 31 December
The Group's normal trade credit term is 30 days. Other credit terms are assessed and approved on a case-by-case basis.
13. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTS
Included in other receivables, deposits and prepayments is an amount of RM461,961 (2003 - RM854,635) which is held
in a sinking fund account pursuant to the deed of trust entered into between a subsidiary and the members of PSCC.
Under the provisions of the trust deed, the sinking fund is set up for the purpose of covering the costs of periodic major
repairs or replacements of the facilities of PSCC operated by the subsidiary.
14. FIXED DEPOSITS WITH LICENSED BANKS
The effective interest rate of the fixed deposits at the balance sheet date was 2.85% (2003 - 2.75%) per annum. The fixed
deposits have an average maturity period of 30 days (2003 - 30 days).
Included in the fixed deposits with licensed banks is an amount of RM664,314 (2003 - RM554,314) pledged to licensed
banks to secure banking facilities granted to the subsidiaries.
15. TRADE PAYABLES
The normal trade credit terms granted to the Group range from 30 to 60 days.
16. OTHER PAYABLES AND ACCRUALS
Included in other payables and accruals is an amount of RM4,705,694 (2003 - RM3,301,005) owing to shareholders of
the Company. The amount owing is unsecured, interest-free and not subject to fixed terms of repayment.
17. AMOUNT OWING TO DIRECTORS
The amount owing is unsecured, interest-free and not subject to fixed terms of repayment.
67
18. SHORT TERM BORROWINGS
The Group
2004
2003
RM
RM
Hire purchase and lease payables (Note 26)
Term loans (Note 27)
166,419
6,782,116
111,703
9,015,236
6,948,535
9,126,939
19. BANK OVERDRAFT
The bank overdraft bears an effective interest rate of 8% (2003 - Nil) per annum and is secured as follows:(i)
by way of a legal charge over the freehold land of a subsidiary;
(ii)
by a debenture on the fixed and floating assets of a subsidiary; and
(iii) by a corporate guarantee from the Company.
68
20. SHARE CAPITAL
The Company
2004
2003
2004
Nunber Of Shares
RM
2003
RM
ORDINARY SHARES OF RM1 EACH:AUTHORISED
250,000,000
250,000,000
250,000,000
250,000,000
SSUED AND FULLY
PAID-UP
105,000,000
105,000,000
105,000,000
105,000,000
21. SHARE PREMIUM
The Group/The Company
2004
2003
RM
RM
At 1 January
Listing expenses incurred
23,222,612
-
23,384,123
(161,511)
At 31 December
23,222,612
23,222,612
22. CAPITAL RESERVE
Capital reserve which is non-distributable, represents the excess of net assets acquired over the consideration paid for
the acquisition of the hotel business during the year.
23. NEGATIVE GOODWILL
The Group
2004
2003
RM
RM
At cost:At 1 January
Addition
28,173,448
18,069,098
28,173,448
-
46,242,546
28,173,448
(7,043,361)
(7,441,600)
(1,408,671)
(5,634,690)
(14,484,961)
(7,043,361)
31,757,585
21,130,087
Amortisation of negative goodwill:At 1 January
Amortisation for the financial year
At 31 December
24. RETAINED PROFITS
Based on estimated Section 108 tax credit available and subject to agreement with the tax authorities, the retained profits
of the Company are wholly distributable by way of dividends without the Company incurring further tax liabilities.
25. LONG TERM LIABILITIES
The Group
2004
2003
RM
RM
Hire purchase payables (Note 26)
Term loans (Note 27)
Deferred taxation (Note 28)
The Company
2004
2003
RM
RM
251,207
30,850,560
2,578,570
256,254
14,000,000
2,578,570
11,998,000
1,820,000
1,540,000
33,680,337
16,834,824
13,818,000
1,540,000
69
26. HIRE PURCHASE PAYABLES
The Group
2004
2003
RM
RM
Minimum hire purchase payments:- not later than one year
- later than one year but not later than five years
190,166
270,149
137,453
279,464
Less: Future finance charges
460,315
(42,689)
416,917
(48,960)
Present value of hire purchase payables
417,626
367,957
Current:
- not later than one year (Note 18)
166,419
111,703
Non-current:
- later than one year but not later than five years (Note 25)
251,207
256,254
417,626
367,957
70
The effective interest rates for hire purchase payables of the Group range from 3.5% to 6.5% (2003 - 3.5% to 6.5%) per
annum.
27. TERM LOANS
The Group
2004
2003
RM
RM
The Company
2004
2003
RM
RM
Term loans
Less: Portion repayable within twelve months (Note 18)
37,632,676
(6,782,116)
23,015,236
(9,015,236)
11,998,000
-
-
Portion repayable after twelve months (Note 25)
30,850,560
14,000,000
11,998,000
-
27. TERM LOANS (CONT'D)
The Group
2004
2003
RM
RM
The Company
2004
2003
RM
RM
The long term loans are repayable as follows:- between one to two years
- between two to five years
- after five years
4,190,000
17,648,192
9,012,368
1,600,000
9,600,000
2,800,000
5,738,188
6,259,812
-
Total
30,850,560
14,000,000
11,998,000
-
Details of the term loans outstanding at the balance sheet date are as follows:-
Term Loan
Term
Term
Term
Term
loan
loan
loan
loan
I
II
III
IV
Number Of
Monthly
Instalments
Monthly
Instalment
Amounts
RM
83
8
20
96
266,667
825,449
165,000
349,563
Date Of
Commencement
Of Repayment
1 July
1 November
1 July
1 October
2005
2003
2006
2007
Outstanding
Balance
RM
17,152,560
5,182,116
3,300,000
11,998,000
The weighted average effective interest rate at the balance sheet for the term loans was 7.8% (2003 - 7.9%) per annum.
The term loans are secured by way of:(a) a fixed charge on the property, plant and equipment of a subsidiary as disclosed in Note 7;
(b) a legal charge over a subsidiary's freehold land together with its properties to be erected thereon as disclosed in Note 8;
(c) a registered debenture on the entire fixed and floating assets of the subsidiaries; and
(d) the corporate guarantee of the Company.
71
28. DEFERRED TAXATION
The Group
2004
2003
RM
RM
The Company
2004
2003
RM
RM
At 1 January
Reversal of transfer of land to development
properties-in-progress (Note 32)
Reversal
Transfer to income statement (Note 32)
2,578,570
2,615,170
1,540,000
1,540,000
-
(36,600)
-
(1,540,000)
1,820,000
(1,540,000)
1,540,000
At 31 December (Note 25)
2,578,570
2,578,570
1,820,000
1,540,000
The deferred taxation of the Group relates to temporary differences arising from revaluation of land by subsidiaries.
The deferred taxation of the Company relates to temporary differences on dividend receivable. All material timing
differences have been accounted for.
29. NET TANGIBLE ASSETS PER SHARE
The net tangible assets per share is calculated based on the net tangible assets value of RM172,436,808 (2003 RM162,207,180) divided by 105,000,000 (2003 - 105,000,000) ordinary shares of RM1 each in issue at the balance
sheet date.
72
30. TURNOVER
The Group
2004
2003
RM
RM
The Company
2004
2003
RM
RM
HOSPITALITY
- Annual licence fee
- Entrance fee
- Food and beverage
- Gift shop
- Golfing
- Rooms income
- Service charge
- Sports and recreation
- Subscription fee
- Transportation
1,120,142
1,780,000
10,435,250
202,847
4,268,694
3,269,163
469,721
460,175
12,287,174
315,490
5,764,322
2,940,000
7,476,825
5,200,514
743,094
234,289
13,234,370
-
-
-
34,608,656
15,909,488
35,593,414
9,797,610
-
-
-
-
6,500,000
5,500,000
50,518,144
45,391,024
6,500,000
5,500,000
INVESTMENT HOLDING:- Dividend income
Golf resort operations represent the invoiced value of services rendered and goods and memberships sold less discounts
and returns. Property development represents the proportionate sales value of development properties. Investment
holding represents the gross dividend income from investments.
31. PROFIT BEFORE TAXATION
The Group
2004
2003
RM
RM
The Company
2004
2003
RM
RM
Profit before taxation is arrived at after
charging/(crediting):Allowance for doubtful debts
Audit fee
- for the financial year
- underprovision for the previous financial year
Bad debts written off
Equipment written off
Depreciation of property, plant and equipment
Directors' non-fee emoluments
Directors' fees
Interest expense
- bank overdraft
- hire purchase
- term loans
Realised loss on foreign exchange
Lease of apartments
Rental
- equipment
- premises
Staff costs
Dividend income
(Gain)/Loss on disposal of property,
plant and equipment
Interest income
Realised gain on foreign exchange
Unrealised gain on foreign exchange
730,803
571,305
-
-
62,675
10,125
343,208
20,256
4,136,522
138,854
1,142,400
366,000
42,550
676,266
6,000
-
3,914,619
1,209,600
368,500
8,000
2,000
366,000
368,500
43,585
43,850
1,347,434
343,754
13,636
830,547
1,488
-
-
-
4,882
592,841
12,828,097
(7,441,600)
-
9,608
457,732
10,338,188
(5,634,690)
-
(6,500,000)
(5,500,000)
(81,178)
(204,775)
(147,719)
(25,007)
3,878
(427,676)
(83,265)
(92,119)
(199,679)
-
(417,962)
-
73
32. TAXATION
The Group
2004
2003
RM
RM
Charge for the financial year
Underprovision in previous financial year
Reversal of transfer of land to development
properties-in-progress (Note 28)
Transfer from deferred taxation (Note 28)
The Company
2004
2003
RM
RM
483,611
-
721,470
440
61,836
-
117,029
440
-
(36,600)
-
1,820,000
1,540,000
483,611
685,310
1,881,836
1,657,469
The effective tax rate of the Group is lower than the statutory tax rate due mainly to the claiming of investment tax
allowances and capital allowances during the financial year.
The tax charge of the Company for the financial year relates to dividend income and interest income.
A reconciliation of the statutory tax rates to the effective tax rate applicable to the profit before taxation is as follows:-
74
The Group
2004
2003
RM
RM
Tax at the applicable corporate tax rate of 28%
Tax effects of:
Non-deductible expenses
Non-taxable gains
Investment tax allowances
Deferred tax assets not recognised during the year
Reversal of deferred tax assets not recognised
in prior years
Underprovision in previous financial year
Others
The Company
2004
2003
RM
RM
3,189,116
7,320,213
5,906,806
5,418,128
892,952
2,049,660
1,653,906
1,517,076
1,637,968
(2,103,648)
(50,491)
560,756
597,482
(1,603,547)
99,467
227,930
-
139,953
-
(430,760)
(23,166)
(537,039)
440
78,847
-
440
-
483,611
685,310
1,881,836
1,657,469
33. EARNINGS PER SHARE
Earnings per share is arrived at by dividing the Group's profit attributable to shareholders of RM3,361,435 (2003 RM6,634,903) by the number of ordinary shares in issue of 105,000,000 (2003 - 105,000,000).
34. PRIOR YEAR ADJUSTMENT
The prior year adjustment is in respect of the change in accounting policy on the treatment of negative goodwill as stated
in Note 5(b) to the financial statements.
The effects of the change on the Group's financial statements are as follows:-
As
Previously
Reported
RM
Effects Of
Change In
Accounting
Policy
RM
As
Restated
RM
28,173,448
4,810,907
1,002,213
(7,043,361)
1,408,671
5,634,690
21,130,087
6,219,578
6,634,903
The Group
Negative goodwill at 1.1.2004
Retained profits at 1.1.2003
This change in accounting policy has been accounted for retrospectively and the comparative figures have been restated
accordingly as disclosed in Note 47.
35. DIVIDEND
The Company
2004
2003
RM
RM
Proposed final dividend of 5% per ordinary share, less 28% tax
3,780,000
3,780,000
The directors have proposed the payment of a final dividend of 5% per ordinary share less 28% tax (2003 - 5% per
ordinary share less 28% tax) amounting to RM3,780,000 (2003 - RM3,780,000). The proposed final dividend is subject
to shareholders' approval at the forthcoming Annual General Meeting of the Company. This final dividend has been
accounted for as a separate component of shareholders' equity by way of an appropriation of retained earnings for the
financial year ended 31 December 2004.
75
36. ACQUISITION OF A SUBSIDIARY
The effects of the acquisition of the subsidiary on the financial position of the Group at the end of the financial year is as
follows:
The Group
2004
RM
Inventories
Trade receivables
Other receivables, deposits and prepayments
Fixed deposits
Trade payables
Other payables and accruals
Amount owing to related company
Amount owing to holding company
Hire purchase payables
28,449,000
285,782
278,134
350,262
50,000
302,110
(406,719)
(1,497,504)
(539,774)
(53,341,694)
(5,880)
(26,076,283)
76
The details of net assets acquired and cash flow arising from the acquisition of the subsidiary is as follows:The Group
2004
RM
Current assets
Current liabilities
28,764,065
1,570,623
(1,562,288)
Fair value of net assets acquired
Negative goodwill on acquisition
28,772,400
(18,069,098)
Total purchase consideration
Cash and bank balances of subsidiary acquired
10,703,302
(578,336)
Net cash outflow for acquisition of subsidiary
10,124,966
37. PURCHASE OF PLANT AND EQUIPMENT
The Group
2004
2003
RM
RM
Cost of plant and equipment purchased
Amount financed through hire purchase
1,401,123
(162,478)
2,183,752
(349,900)
1,238,645
1,833,852
38. CASH AND CASH EQUIVALENTS
For the purpose of the cash flow statements, cash and cash equivalents comprise the following:The Group
2004
2003
RM
RM
Fixed deposits with licensed banks
Bank overdraft
The Company
2004
2003
RM
RM
11,164,314
5,466,536
(1,438,402)
13,736,610
5,959,550
-
9,500,000
555,326
-
11,000,000
67,635
-
15,192,448
19,696,160
10,055,326
11,067,635
39. DIRECTORS' REMUNERATION
The aggregate amount of emoluments received and receivable by the directors of the Group and of the Company during
the financial year in bands of RM50,000 are as follows:Directors'
No. Of
Directors'
No. Of
Non-Fee
Director
Fee
Director
Emoluments
Total
RM
RM
RM
GROUP
2004
- Below RM50,000
- Between RM50,001 and RM100,000
8
1
-
306,000
60,000
-
1
1
1
201,600
336,000
604,800
306,000
60,000
201,600
336,000
604,800
2003
- Below RM50,000
8
-
368,500
-
1
1
1
201,600
358,400
649,600
368,500
201,600
358,400
649,600
77
39. DIRECTORS' REMUNERATION (CONT'D)
No. Of
Director
Directors'
Fee
RM
Directors'
Non-Fee
Emoluments
RM
No. Of
Director
Total
RM
COMPANY
2004
- Below RM50,000
8
1
306,000
60,000
-
-
306,000
60,000
2003
- Below RM50,000
8
368,500
-
-
368,500
40. SIGNIFICANT RELATED COMPANY TRANSACTIONS
The Company
2004
2003
RM
RM
78
Dividend income from a subsidiary
6,500,000
5,500,000
41. CONTINGENT LIABILITIES
The Group
2004
2003
RM
RM
Potential tax liabilities
- Note (i)
Arbitration claim for work done - Note (ii)
Litigation claim for work done - Note (iii)
Corporate guarantees given to secure banking facilities
granted to certain subsidiaries
The Company
2004
2003
RM
RM
10,500,000
11,000,000
1,330,000
10,500,000
11,000,000
1,330,000
-
-
-
-
37,200,000
37,200,000
22,830,000
22,830,000
37,200,000
37,200,000
41. CONTINGENT LIABILITIES (CONT'D)
The details of the contingent liabilities, all of which are unsecured, are as follows :(i)
A subsidiary has submitted revised tax returns for the years of assessment 1995 to 2003 to the Inland Revenue
Board ("IRB"). The revised tax returns have incorporated the claim for capital allowances on the capital expenditure
incurred on the golf course and the club house, other than the costs incurred for the acquisition of the golf course
land. The directors are of the opinion that these capital expenditure qualify for capital allowances.
However, the IRB has not allowed the subsidiary to claim the capital allowances as they consider the aforesaid capital
expenditure to be non-qualifying.
The subsidiary has appealed to the IRB on their decision. Should the appeal be successful, the amount of tax payable
for the years of assessment 1995 to 2003 will be reduced by approximately RM11.3 million. On the other hand, if the
appeal by the subsidiary is unsuccessful, the subsidiary may incur additional tax liability as well as tax penalties for
late payment for the sum stated above.
The additional tax provision and resulting late payment penalties have not been effected in the financial statements
as at 31 December 2004 as the directors are of the view that their appeal is likely to be successful.
(ii)
A third party has initiated arbitration proceedings against a subsidiary claiming the above-mentioned sum in respect
of work purportedly done for the subsidiary. The subsidiary is disputing the claim, and has counterclaimed for
approximately RM6.2 million for, inter alia, rectification of defective work and costs to complete the third party's
unfinished work, and other related damages in respect of the work. The arbitration proceedings are currently pending
and there is also a pending appeal by the subsidiary to the Court of Appeal in respect of the interlocutory application
for security for costs.
The claim by the third party has not been taken up in the financial statements as the directors are of the opinion that
the arbitration proceedings by the third party will not be successful.
(iii) A third party has initiated High Court proceedings against a subsidiary for the sum stated above for work purportedly
done for the subsidiary. The subsidiary is defending the claim, and is counter-claiming a total sum of RM0.9 million
against the third party. The third party has been subsequently awarded a summary judgement for the sum of
RM865,096 plus interest and costs. The summary judgement granted by the Senior Assistant Registrar against the
subsidiary has been set aside by the Judge on appeal.
The claim by the third party has not been taken up in the financial statements as the directors are of the opinion that
the litigation claim by the third party will not be successful.
79
42. COMMITMENTS
The Group
2004
2003
RM
RM
Non-cancellable operating lease not later than one year
Later than one year and not later than five years
119,396
109,868
68,775
29,400
229,264
98,175
43. NUMBER OF EMPLOYEES
The Group
2004
2003
RM
RM
Number of employees at the balance sheet date
543
402
The Company
2004
2003
RM
RM
-
-
44. FOREIGN EXCHANGE RATES
The applicable closing foreign exchange rates used (expressed on the basis on one unit of foreign currency to RM
equivalent) for the translation of foreign currency balances at the balance sheet date are as follows:
80
The Group
2004
2003
RM
RM
Brunei Dollar
Singapore Dollar
United States Dollar
2.342
2.342
3.800
2.234
-
45. SEGMENTAL REPORTING
(i)
By business segment:-
The Group
Hospitality
RM
Property
Development
And
Investment
RM
Investment
Holding
RM
Elimination
RM
Total
RM
2004
REVENUE
External revenue
Inter-segment revenue
34,608,656
195,600
15,909,488
-
6,500,000
(6,695,600)
50,518,144
-
Total revenue
34,804,256
15,909,488
6,500,000
(6,695,600)
50,518,144
(4,246,566)
2,020,872
6,644,904
RESULTS
Segment results
Interest expense
Interest income
4,419,210
(1,434,869)
204,775
Taxation
3,189,116
(483,611)
Profit after taxation
Pre-acquisition loss
2,705,505
655,930
3,361,435
OTHER INFORMATION
Segment assets
Segment liabilities
Unallocated corporate liabilities
Capital expenditure
Depreciation
200,592,140
28,170,173
1,349,473
4,134,367
42,366,818
21,043,773
51,650
2,155
10,108,269
12,360,233
-
-
253,067,227
61,574,179
19,056,240
1,401,123
4,136,522
81
45. SEGMENTAL REPORTING (CONT'D)
(i)
By business segment:-
The Group
Hospitality
RM
Property
Development
And
Investment
RM
Investment
Holding
RM
Elimination
RM
Total
RM
2003
82
REVENUE
External revenue
Inter-segment revenue
35,593,414
-
9,797,610
-
5,500,000
(5,500,000)
45,391,024
-
Total revenue
35,593,414
9,797,610
5,500,000
(5,500,000)
45,391,024
(1,209,361)
3,465,030
5,481,051
-
7,736,720
(844,183)
427,676
RESULTS
Segment results
Interest expense
Interest income
Taxation
7,320,213
(685,310)
6,634,903
OTHER INFORMATION
Segment assets
Segment liabilities
Unallocated corporate liabilities
Capital expenditure
Depreciation
(ii)
179,361,140
7,322,717
2,177,897
3,914,004
9,349,219
25,043,931
615
36,546,866
355,587
5,855
-
-
225,257,225
32,722,235
30,327,810
2,183,752
3,914,619
By geographical market:Segment Revenue
2004
2003
RM
RM
Malaysia
Singapore
Segment Assets
2004
2003
RM
RM
50,518,144
-
45,202,551
188,473
252,875,055
192,172
224,898,411
358,814
50,518,144
45,391,024
253,067,227
225,257,225
46. FAIR VALUES OF ASSETS AND LIABILITIES
Fair value is defined as the amount for which the financial instrument could be exchanged in a current transaction
between knowledgeable willing parties in an arm's length transaction, other that in a forced sale or liquidation.
The following methods and assumptions are used to estimate the fair value of each class of financial instruments:
(a) Bank Balances and Other Liquid and Short Term Receivables
The carrying amounts approximated their fair values due to the relatively short term maturity of these instruments.
(b) Short Term Borrowings and Other Current Liabilities
The carrying amounts approximated their fair values because of the short period to maturity of these instruments.
(c) Long Term Bank Loans
The carrying amounts approximated their fair values as these instruments bear interest at variable rates.
(d) Finance Lease and Hire Purchase Obligations
The fair values of finance lease and hire purchase payables are determined by discounting the relevant cash flows
using current interest rates for similar types of instruments.
47. COMPARATIVE FIGURES
The following comparative figures have been reclassified to conform with the presentation for the current financial year:As
As
Previously
Restated
Reported
RM
RM
BALANCE SHEET (EXTRACT):Property land held for future development
Property development cost
Negative goodwill
Retained profits
25,318,675
2,754,951
21,130,087
9,074,481
25,400,710
2,672,916
28,173,448
2,031,120
INCOME STATEMENTS (EXTRACT):Other operating income
Profit from operations
Profit after taxation
6,936,989
8,478,471
7,320,213
6,634,903
1,302,299
2,843,781
1,685,523
1,000,213
CASH FLOW STATEMENTS (EXTRACT):Increase in property development cost
Development expenditure incurred
(1,742,752)
(7,345,891)
7,320,213
(5,634,690)
(1,660,717)
(7,427,926)
1,685,523
-
*
- Restated to reflect the prior year adjustments as disclosed to Note 34.
83
list of properties held
Location
84
Tenure
as at 31 December 2004
Land
Area
in sq. ft.
Age of
Building
Year
Registered
Owner
NBV as at
31/12/2004
RM
18 hole golf course
"Melana Course",
(within Pulai Springs
Resort, 20km Jalan
Pontian Lama, 81110
Pulai, Johor)("PSR")
PSRB
15,250,574
5/26/2000
Pulai Springs Resort
Clubhouse Hotel
within PSR
PSRB
2,806,572
5/26/2000
Description
Date of
Last
Valuation
PTD 63408 HSD 248327
PTD 63409 HSD 248328
PTD 130053 HSD 359875
PTD 63417 HSD 248336
PTD 63430 HSD 248347
Mukim of Pulai,
District of Johor Bahru,
Johor Darul Takzim
Freehold
4,807,054
N/A
PTD 130052 HSD 359874
Mukim of Pulai,
Johor Darul Takzim
Freehold
884,645
8
PTD 130055 HSD 359876
PTD 63414 HSD 248333
Mukim of Pulai,
Johor Darul Takzim
Freehold
169,609
N/A
Vacant land approved
for workers quarters
development
within PSR
PSRB
538,091
5/26/2000
PTD 63415 HSD 248334
PTD 63416 HSD 248335
PTD 63426 HSD 248343
PTD 63429 HSD 248346
Mukim of Pulai,
Johor Darul Takzim
Freehold
689,538
N/A
for condominium
development
within PSR
PSRB
2,187,587
5/26/2000
PTD 63425 HSD 248342
PTD 63427 HSD 248344
PTD 63428 HSD 248345
Mukim of Pulai,
Johor Darul Takzim
Freehold
67,238
N/A
for bungalow lot
development
within PSR
PSRB
213,315
5/26/2000
PTD 130047 HSD 359870
PTD 130048 HSD 359871
PTD 130049 HSD 359872
Mukim of Pulai,
Johor Darul Takzim
Freehold
4,985,498
N/A
18 hole golf course,
"Pulai Course"
within PSR
PSRB
15,816,695
5/26/2000
list of properties held as at 31 December 2004 (cont’d)
Location
Tenure
Land
Area
in sq. ft.
Age of
Building
Year
Description
Registered
Owner
NBV as at
31/12/2004
RM
Date of
Last
Valuation
PTD 11857 HSD 76690
PTD 11858 HSD 76691
PTD 11859 HSD 76692
Mukim of Senai, Kulai
District of Johor Bahru
Johor Darul Takzim
Freehold
4,620
11
Double storey terrace
house PSRB for staff
accommodatino at 7, 9
and 11 Jalan Meranti 11,
Taman Sri Pulai
81110 Pulai, Johor
PSRB
360,000
5/26/2000
GN 29088 Lot 19317
GN 29089 Lot 19318
GN 29090 Lot 19319
GN 29091 Lot 19320
GN 29092 Lot 19321
GN 29093 Lot 19322
GN 29094 Lot 19323
Mukim of Senai, Kulai
District of Johor Bahru
Johor Darul Takzim
Freehold
65,382
N/A
Vacant land with a
conditional planning
permission obtained
from the Majlis
Bandaraya Johor Bahru
for commercial
development
WMSB
15,134,491
5/8/2000
HS(D) 13065, PTD1672
99 years
leasehold
expiring on
11/6/2088
1,142,143
8
210 rooms resort hotel
BINA RESORTS
CORPORATION
SDN BHD
1,921,937
N/A
HS(D) 13066, PTD1673
60 year lease
expiring on
12/19/2005
with possible
extention for
35 years
HS(D) 13067, PTD1674
99 years
leasehold
expiring on
11/6/2088
HS(D) 13068, PTD1675
60 year lease
expiring on
12/19/2005
with possible
extention for
35 years
Mukim of Pantai Timur
District of Kota Tinggi,
Johor
85
analysis of shareholdings
Authorised Share Capital
Issued and Fully Paid-Up Capital
Class of Shares
Voting Right
:
:
:
:
as at 30 April 2005
RM250,000,000.00
RM105,000,000.00
Ordinary Shares of RM1.00 each
Every member of the Company, present in person or by proxy, shall have on a show
of hands, one (1) vote or on a poll, one (1) vote for each share he holds.
DISTRIBUTION SCHEDULE AS AT 30 APRIL 2005
Holdings
No. of Shareholders
%
No. of shares
%
1 - 99
100 - 1,000
1,001 - 10,000
10,001 - 100,000
100,001 - 5,249,999 (*)
5,250,000 and above (**)
52
440
131
24
56
2
7.38
62.41
18.58
3.40
7.94
0.28
160
212,689
530,302
764,000
67,171,365
36,321,365
0.00
0.20
0.51
0.73
63.97
34.59
Total
705
100.00
105,000,000
100.00
*
**
Less than 5% of issued holdings
5% and above of issued holdings
LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 30 APRIL 2005
86
Direct Interest
No. of shares
%
Names
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
Maharani Consolidated Holdings Sdn Bhd
PSC Resort Pte Ltd
Tan Sri Abu Sahid bin Mohamed
Dato' Chua Jui Leng
Datin Wong Nyet Lan
Lim Seng Chor
Chua Chi Min
PSC Corporation Limited
Rich Life Holdings Pte Ltd
Hanny Magnetics (B.V.I.) Limited
Hanny Holdings Limited
Famex Investment Limited
Mankar Assets Limited
ITC Investment Holdings Limited
ITC Corporation Limited
Galaxyway Investments Limited
Chinaview International Limited
Dr Chan Kwok Keung, Charles
Notes:
(1) Deemed
(2) Deemed
(3) Deemed
(4) Deemed
interested
interested
interested
interested
by
by
by
by
virtue
virtue
virtue
virtue
of
of
of
of
36,083,323
12,226,677
19,000,000
3,240,129
2,140,129
300,000
300,000
-
his interest in Maharani Consolidated Holdings Sdn Bhd.
her interest in Maharani Consolidated Holdings Sdn Bhd.
its interest in PSC Resort Pte Ltd.
its interest in PSC Corporation Limited.
34.37
11.64
18.10
3.09
2.04
0.29
0.29
-
Indirect Interest
No. of shares
%
36,083,323(1)
36,083,323(2)
36,083,323(1)
36,083,323(1)
12,226,677(3)
12,226,677(4)
12,226,677(5)
12,226,677(6)
12,226,677(7)
12,226,677(8)
12,226,677(9)
12,226,677(10)
12,226,677(11)
12,226,677(12)
12,226,677(13)
34.37
34.37
34.37
34.37
11.64
11.64
11.64
11.64
11.64
11.64
11.64
11.64
11.64
11.64
11.64
analysis of shareholdings as at 30 April 2005 (cont’d)
(5)
(6)
(7)
(8)
(9)
(10)
(11)
(12)
(13)
Deemed
Deemed
Deemed
Deemed
Deemed
Deemed
Deemed
Deemed
Deemed
interested
interested
interested
interested
interested
interested
interested
interested
interested
by
by
by
by
by
by
by
by
by
virtue
virtue
virtue
virtue
virtue
virtue
virtue
virtue
virtue
of
of
of
of
of
of
of
of
of
its
its
its
its
its
its
its
its
its
interest
interest
interest
interest
interest
interest
interest
interest
interest
in
in
in
in
in
in
in
in
in
Rich Life Holdings Ltd.
Hanny Magnetics (B.V.I.) Limited.
Hanny Holdings Limited.
Famex Investment Limited.
Manker Assets Limited.
ITC Investment Holdings Limited.
ITC Corporation Limited.
Galaxyway Investments Limited.
Chinaview International Limited.
LIST OF DIRECTORS' SHAREHOLDING AS AT 30 APRIL 2005
Names
1.
2.
3.
4.
5.
6.
7.
8.
9.
Dato' Chua Jui Leng
Lim Seng Chor
Chua Chi Min
Victor Chua Chee Wey
Chua Teck Hwee
Ruthlene binti Abu Sahid
Direct Interest
No. of shares
%
1,233,938
3,240,129
300,000
300,000
1,000,000
1.18
3.09
0.29
0.29
0.95
Indirect Interest
No. of shares
%
36,083,323(1)
36,083,323(1)
36,083,323(1)
-
34.37
34.37
34.37
-
Notes:
(1) Deemed interested by virtue of his interest in Maharani Consolidated Holdings Sdn Bhd.
LIST OF THIRTY (30) LARGEST SHAREHOLDERS/DEPOSITORS AS AT 30 APRIL 2005
Name
No. of shares
%
1.
2.
3.
28,170,2472
8,151,118
26.83
7.76
5,095,000
4.85
5,000,000
4.76
5,000,000
4.76
4,853,076
4.62
4,600,000
4.38
4,400,000
4.19
4,075,559
3.88
4.
5.
6.
7.
8.
9.
Maharani Consolidated Holdings Sdn Bhd
PSC Resort Pte Ltd
AllianceGroup Nominees (Asing) Sdn Bhd
(Alliance Merchant Nominees (Asing) Sdn Bhd for PSC Resort Pte Ltd)
HLB Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Abu Sahid bin Mohamed)
SJ Sec Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Abu Sahid bin Mohamed)
HDM Nominees (Tempatan) Sdn Bhd
(HDM Capital Sdn Bhd for Maharani Consolidated Holdings Sdn Bhd)
Kenanga Nominees (Tempatan) Sdn Bhd
(EON Finance Berhad for Abu Sahid bin Mohamed)
MIDF Sisma Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Tan Sri Abu Sahid bin Mohamed (MGN-ASM0003M))
HDM Nominees (Asing) Sdn Bhd
(UOB Kay Hian Pte Ltd for PSC Resort Pte Ltd)
87
analysis of shareholdings as at 30 April 2005 (cont’d)
LIST OF THIRTY (30) LARGEST SHAREHOLDERS/DEPOSITORS AS AT 30 APRIL 2005 (CONT’D)
Name
88
10. EB Nominees (Tempatan) Sendirian Berhad
(Pledged Securities Account for Maharani Consolidated Holdings Sdn Bhd (DCM))
11. Citicorp Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Mohd Rasheed Bin Hassan (474232))
12. AmFinance Berhad
(Pledged Securities Account for Abdul Rahman Bin Abdul Razak Shaik (PSPRING))
13. Kenangan Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Norhisham Bin Chonel)
14. HDM Nominees (Tempatan) Sdn Bhd
(HDM Capital Sdn Bhd for Dato’ Chua Jui Leng)
(HDM Capital Sdn Bhd for Wong Nyet Lan)
16. M.I.T Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Mizo Capital Sdn Bhd (ZZ655-073))
17. Kenanga Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Wajibmas Jaya Sdn Bhd)
18. Citicorp Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Chua Jui Leng (473824))
(Pledged Securities Account for Nescaya Wangi Sdn Bhd)
20. Kenangan Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Tian Yan Onn @ Tian Soo)
21. AmSec Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Asdaman Development Sdn Bhd)
(Pledged Securities Account for Hoo Kok Yong @ Ho Kok Yong)
23. Ruthlene Binti Abu Sahid
24. Azzat Bin Kamaludin
25. JB Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Mohd Rasheed Bin Hassan)
26. JB Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for Nescaya Wangi Sdn Bhd)
27. Hoo Kok Yong @ Ho Kok Yong
(Pledged Securities Account for Mohd Rasheed Bin Hassan (M02))
(Pledged Securities Account for Khoo Ee Ling)
30. Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd
(Pledged Securities Account for A.A. Anthony Securities Sdn Bhd (3193 HPZA))
No. of shares
%
3,060,000
2.91
1,918,100
1.83
1,866,000
1.78
1,803,800
1.72
1,740,129
1.66
1,740,129
1.66
1,686,800
1.61
1,253,600
1.19
1,200,000
1.14
1,195,500
1.14
1,159,000
1.10
1,140,500
1.09
1,042,800
1,000,000
833,938
0.99
0.95
0.79
740,200
0.70
705,600
613,400
0.67
0.58
610,500
0.58
589,600
0.56
520,000
0.50
Number of Shares Held
PROXY FORM
(Company No. 514941-K)
(Incorporated in Malaysia)
*I/We
(FULL NAME IN BLOCK CAPITALS)
of
NRIC No. / Company No.
(FULL ADDRESS)
being a member / members of PULAI SPRINGS BERHAD (514941-K), hereby appoint
of
(FULL ADDRESS)
or failing *him / her,
of
NRIC No.
NRIC No.
(FULL ADDRESS)
or failing *him / her, *the Chairman of the Meeting as *my / our proxy to attend and vote on my / our behalf at the Fifth Annual
General Meeting of the Company to be held at Pulai Springs Resort, 20km, Jalan Pontian Lama, 81110 Pulai, Johor Darul
Takzim on Wednesday, 22 June 2005 at 11.00 a.m. and at any adjournment thereof.
(Please indicate with an "X" in the appropriate boxes on how you wish your vote to be cast. Unless voting instructions are
indicated in the space above, the proxy will vote as he / she thinks fit.)
Resolutions
1.
Adoption of Audited Accounts
2.
Declaration of Final Dividend
3.
Re-election of Datuk Azzat Bin Kamaludin
4.
Re-election of Dato' Chua Jui Leng
5.
Re-election of Dato' Prof Zainuddin Bin Muhammad
6.
Approval of Directors' Fees
7.
Re-appointment of Messrs Horwath
8.
Authority to Allot Shares
Signature/Common Seal of Member
FOR
Dated this
day of
AGAINST
2005
Notes :
1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not more than two) to attend and vote
in his / her stead. If a member appoints two (2) proxies, the appointment shall be invalid unless he / she specifies the proportion of his
/ her holdings to be represented by each proxy.
2. A proxy may but need not be a member of the Company. Where a proxy is not a member, he need not be an advocate, an approved
Company auditor or a person approved by the Companies Commission of Malaysia.
3. In the case of a corporation, the proxy appointed must be in accordance with its Articles of Association and the instrument appointing
a proxy shall be given under the Company's Common Seal or under hand of an officer or attorney duly appointed.
4. The instrument appointing a proxy must be deposited with the Company Secretaries at C15-1, Level 15, Tower C, Megan Avenue II, 12,
Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than 48 hours before the time appointed for the holding of the Annual General
Meeting or any adjournment thereof.
* Delete where applicable
Fold here for sealing
Fold along this line (1)
Postage
The Company Secretaries
Pulai Springs Berhad (514941-K)
C15-1 Level 15 Tower C
Megan Avenue II
No. 12, Jalan Yap Kwan Seng
50450 Kuala Lumpur
Fold along this line (2)
Pulai Springs Berhad
(Incorporated in Malaysia) Company No: 514941-K
(Incorporated in Malaysia) Company No: 514941-K
20km, Jalan Pontian Lama,
81110 Pulai, Johor Bahru, Malaysia.
Tel: 607-521 2121
Fax: 607-521 2066
annual report 2004
Pulai Springs Berhad

annual report

Transcription

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