FV Part1 - National University of Singapore

Transcription

FV Part1
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Page 1
CONTENTS
Corporate Information
2
Group Structure
3
Notice of Annual General Meeting
4
Statement Accompanying Notice of Annual General Meeting
6
Directors’ Profile
7
Chairman’s Statement
9
Statement of Corporate Governance
11
Directors’ Responsibility Statement
16
Statement on Internal Controls
17
Audit Committee Report
19
Financial Statements
23
List of Properties
66
Information on Shareholdings
68
List of Director’s Interest in Shares
70
Form of Proxy
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CORPORATE INFORMATION
REGISTERED OFFICE AND
PRINCIPAL PLACE OF BUSINESS
BOARD OF DIRECTORS
Dato’ Paduka Khairuddin Abu Hassan
Executive Chairman
Tiew Chai Beng
Independent Non-Executive Director
Suite 26-02, Level 26
Centrepoint South
The Boulevard, Mid Valley City
Lingkaran Syed Putra
59200 Kuala Lumpur
Tel : 603-2282 3022
Fax : 603-2282 2225
Loh Yoon Wah
REGISTRAR
Datin Yam Yuet Chew
Non-Independent Non-Executive Director
Mega Corporate Services Sdn. Bhd.
Level 15-2, Faber Imperial Court,
Jalan Sultan Ismail,
50250 Kuala Lumpur.
Tel
: 603-2692 4271
Fax
: 603-2732 5388
E-mail : megacorp@gt.com.my
AUDIT COMMITTEE
Tiew Chai Beng (Chairman)
Loh Yoon Wah
Datin Yam Yuet Chew
SECRETARIES
BANKERS
Goh Hooi Ling (MAICSA No.7040131)
Yap Hooi Kiong (MAICSA No.7013896)
Malayan Banking Berhad
Hong Leong Bank Berhad
OCBC Bank (Malaysia) Berhad
AmBank Berhad
CIMB Bank Berhad
Bank Pertanian Malaysia Berhad
AUDITORS
Shamsir Jasani Grant Thornton
(Member of Grant Thornton International)
Chartered Accountants
Level 11-1, Faber Imperial Court,
Jalan Sultan Ismail,
50250 Kuala Lumpur.
Tel : 603-2692 4022
Fax : 603-2732 5119
SOLICITORS
Chong & Partners
T.S. Liew, Nurzila & Co
STOCK EXCHANGE LISTING
Main Board
Bursa Malaysia Securities Berhad
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GROUP STRUCTURE
3
(As at 30 April 2007)
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NOTICE OF ANNUAL GENERAL MEETING
NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of the Company will be held at Kuala Lumpur Golf
& Country Club, East VIP Lounge, No. 10, Jalan 1/70D, Off Jalan Bukit Kiara, 60000 Kuala Lumpur on Thursday, 28 June,
2007 at 8.30 a.m. for the purpose of transacting the following businesses:
1.
To receive the Audited Financial Statements for the financial year ended 31 December, 2006 together with the
Directors’ and Auditors’ Reports thereon.
(Resolution 1)
2.
To approve the payment of Directors’ fees amounting to RM98,200.00 in respect of the financial year ended 31
December, 2006.
(Resolution 2)
3.
To re-elect Datin Yam Yuet Chew who retires pursuant to Article 85 of the Company’s Articles of Association, and
who, being eligible offers herself for re-election.
(Resolution 3)
4.
To re-elect Dato’ Paduka Khairuddin Abu Hassan who retires pursuant to Article 90 of the Company’s Articles of
Association, and who, being eligible offers himself for re-election.
(Resolution 4)
5.
To re-appoint Messrs. Shamsir Jasani Grant Thornton, the retiring Auditors and to authorise the Directors to fix their
remuneration.
(Resolution 5)
As Special Business:
6.
To consider and if thought fit, to pass the following resolution with or without modifications as Ordinary Resolution:
Authority to Allot and Issue Shares
“THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals of the relevant
governmental/regulatory authorities, the Directors be and are hereby empowered to allot and issue shares in the
Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their
absolute discretion deem fit, provided that the aggregate number of shares issued pursuant to this resolution does
not exceed 10% of the issued share capital of the Company at the prevailing time of the issue and allotment of shares,
and THAT the Directors be and are also empowered to obtain the approval for the listing of and quotation for the
additional shares so issued on Bursa Malaysia Securities Berhad and that such authority shall continue to be in force
until the conclusion of the next Annual General Meeting of the Company.”
(Resolution 6)
By Order of the Board
Goh Hooi Ling (MAICSA No.7040131)
Yap Hooi Kiong (MAICSA No.7013896)
Secretaries
Kuala Lumpur
1 June 2007
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NOTICE OF ANNUAL GENERAL MEETING
(Cont’d)
Notes:
(i) A member of the Company entitled to attend and vote at this Meeting, is entitled to appoint a proxy to attend and
vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any person to
be his proxy without limitation and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to
the Company.
(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly
authorised in writing or if the appointer is a corporation, either under seal or under the hand of an officer or
attorney duly authorised.
(iii) A member may appoint not more than two (2) proxies to attend this Meeting. Where a member appoints two (2)
proxies he shall specify the proportion of his shareholdings to be represented by each proxy. Where a member is an
authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least
one (1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the
credit of the said securities account.
(iv) The Form of Proxy must be deposited at the Company’s Registered Office situated at Suite 26-02, Level 26,
Centrepoint South, The Boulevard, Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less
than 48 hours before the time fixed for holding the meeting or at any adjournment thereof.
EXPLANATORY NOTE ON SPECIAL BUSINESS
(a) Ordinary Resolution pursuant to Section 132D of the Companies Act, 1965
The proposed Resolution 6 if passed, will empower the Directors to issue shares of the Company up to a maximum
of 10% of the issued share capital of the Company at the prevailing time of the issue and allotment of shares for the
time being for such purposes as the Directors consider would be in the best interest of the Company. This authority
unless revoked or varied at a general meeting will expire at the conclusion of the next Annual General Meeting of the
Company. The rationale for this resolution is to save cost and time for convening a general meeting.
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STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING (AGM)
Pursuant to paragraph 8.28(2) of the Bursa Malaysia Securities Berhad Listing Requirements, the information required
to be appended are as follows : 1.
2.
Fifth Annual General Meeting
Place :
Kuala Lumpur Golf & Country Club
East VIP Lounge
No. 10 Jalan 1/70D
Off Jalan Bukit Kiara
60000 Kuala Lumpur
Date
:
Thursday, 28 June, 2007
Time
:
8.30 a.m.
Directors Standing for Re-election at the Fifth Annual General Meeting
(a)
Datin Yam Yuet Chew
(b)
The profile of the above Directors are presented in the Profile of Directors on page 7 and their securities holdings in
the Group are presented in the Statement of Directors’ interest on page 70.
3.
Attendance of Directors of Board Meetings
The details of attendance of Directors at Board Meetings during the financial year ended 31 December 2006 are set
out in the Statement of Corporate Governance on page 11.
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DIRECTORS’ PROFILE
DATO’ PADUKA KHAIRUDDIN ABU HASSAN
Executive Chairman
Dato’ Paduka Khairuddin, aged 45, a Malaysian was appointed to the Board on 13 April 2007 as an Executive Director
and re-designated as Executive Chairman on 23 April, 2007. He holds a Bachelor Degree in Communication from UiTM
Shah Alam, Malaysia. He is the Chief Executive for Communication and Media Islam Hadhari (Special Project of the
Honorable Prime Minister) and Special Representative for Cambodia-Malaysian Bilateral Investments and also an
Adviser to the Korean Commerce and Industry Association in Malaysia. Dato’ Paduka is the President for the Dewan
Usahawantekno dan Kontraktor Bumiputra Malaysia and Chairman for Gerakan Audit Pelajar Melayu Sedunia. He sits
on the Board of Prime Utilities Bhd and on the board of various private companies.
Dato’ Paduka does not have any family relationship with any Directors and/or major shareholders of the Company. He
has not been convicted of any offence within the past ten years other than traffic offence and has no conflict of interest
with the Company.
DATIN YAM YUET CHEW
Non-Independent Non-Executive Director
Member of Audit Committee
Member of Remuneration Committee
Datin Yam, a Malaysian, aged 52, was appointed to the Board on 30 July, 2003 as an Executive Director and was
re-designated as Non-Independent Non-Executive Director on 16 April 2007. She has had approximately 20 years of
working experience in the property development industry. Prior to joining the Group, she was a manager responsible for
the financial management and sales administration for a property development group of companies that has
successfully completed various types of mixed property development projects. Datin Yam also sits on the board of
various private limited companies.
Other than her spouse, Dato’ Chin Chan Leong who is a major shareholder of the Company, Datin Yam does not have
any family relationship with any Directors and/or other major shareholders of the Company. She has not been convicted
of any offence within the past ten years other than traffic offence and has no conflict of interest with the Company.
TIEW CHAI BENG
Chairman of Audit Committee
Member of Nomination Committee
Mr. Tiew, a Malaysian, aged 32, was appointed to the Board on 25 August, 2005. He holds an Advanced Diploma in
Management Accounting from Tunku Abdul Rahman College. He is an associate member of the Chartered Institute of
Management Accountants (CIMA), (UK) and a Chartered Accountant of the Malaysian Institute of Accountants (MIA).
He joined Monteiro & Heng, a Chartered Accountants firm as an Audit Assistant in 1997 before joining FBIC Computer
Services Sdn Bhd in 1998 as a Financial Consultant and subsequently left to set up his own accounting
practice providing financial advisory and consultancy services.
Mr. Tiew does not have any family relationship with any Directors and/or major shareholders of the Company. He has
not been convicted of any offence within the past ten years other than traffic offence and has no conflict of interest with
the Company.
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DIRECTORS’ PROFILE (Cont’d)
LOH YOON WAH
Member of Audit Committee
Member of Nomination Committee
Mr. Loh, a Malaysian, aged 44, was appointed to the Board on 25 August 2005. He holds a Master in Business
Administration from Rutherford University, Wyoming USA. He started his career as a teller with Malayan Banking
Berhad and was promoted to Assistant Branch Manager-KLCC branch in 2000. Subsequently left to join EXi Asia Sdn Bhd,
a Global Telecommunication Engineering Company as Managing Director before becoming a director of Selayang
Malaysia GTL Agricultural Products Sdn Bhd, a wholesaling and supplier of imported and local fruits and vegetables.
Mr. Loh does not have any family relationship with any Directors and/or major shareholders of the Company. He has not
been convicted of any offence within the past ten years other than traffic offence and has no conflict of interest with the
Company.
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CHAIRMAN’S STATEMENT
On behalf of the Board of Directors of Fountain View Development Berhad, I am pleased to present the Annual Report
and Audited Financial Statements of the Group for the financial year ended 31 December 2006.
FINANCIAL PERFORMANCE
For the financial year under review the Group recorded a turnover of RM58.1million and loss before tax of RM24.9
million as compared to the previous year of a turnover of RM68.9 million and loss before taxation of RM66.5 million. The
decline in performance was mainly due to slow down in progress works, delay in launching of new development,
recognition of deferred financial charges and allowance made for doubtful debts.
OPERATIONAL REVIEW
Property Development
The year under review was another very challenging year for companies in the property development sector. The increase
in raw material prices and the tight liquidity environment has result in low demand for our property project in Alam
Mutiara, Ijok, Kuala Selangor. Despite the project being strategically located near the Shah Alam – Batu Arang Highway
and Guthrie Corridor Expressway, the Company faced difficulties in selling its properties. Under such difficult
environment, the Company has decided to defer plan for new launches and to focus on completing the existing
development.
Plantation
The Group plantation division through its wholly owned subsidiary, Fountain View Land Sdn. Bhd, has on 17 October
2006 entered into a Sale and Purchase Agreement to dispose off four pieces of freehold plantation land measuring
approximately 3,089 acres known as the “Sabai Land” situated at Mukim of Sabai, Daerah Bentong, Pahang for a total
cash consideration of RM56,850,000 to Jeng Huat (Bahau) Realty Sdn. Bhd.
Fountain View Land Sdn Bhd has on 7 December 2006 disposed thirteen pieces of leasehold plantation land measuring
approximately 2,081 acres located in Ulu Tingkayu, District of Kunak and Lahad Datu, Sabah for a total cash
consideration of RM17,000,000 to Bintang Basa Sdn Bhd.
The proceeds will be utilised to redeem the 3.5% Redeemable Convertible Secured Loan Stocks 2003/2006 (“RCSLS”) and
for working capital purpose.
Dividend
The Board is not recommending any dividend payment for the financial year ended 31 December 2006 to ensure that
adequate reserves remains to meet financial obligations and fund current and future growth of the Group.
Corporate Development
During the financial year under review, the company’s entire 36,718,613, 3.5% Irredeemable Convertible Unsecured Loan
Stocks 2003/2006 (“ICULS”) maturing in November 2006 has been converted to 36,718,613 new ordinary shares of
RM1.00 each resulting in an increased of share capital. The RCSLS also matured in November 2006 was not redeemed
during the year. However the Company has been granted a standstill and time indulgence until September 2007. As
mentioned earlier, the group has disposed its oil palm plantations to raise fund for settlement of the RCSLS and
expected to complete the redemption exercise by financial year 2007.
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CHAIRMAN’S STATEMENT
(Cont’d)
Prospects
Due to the slower than expected sales of the Group’s properties coupled with the competitive property market and
business environment, the Board is of the opinion that the Group will continue to experience challenging period ahead.
The Government announcement of a growth-oriented Ninth Malaysia Plan (9MP) together with an expansionary Budget
hopefully will hold much prospects and opportunities to the group given that these initiatives focus on enhancing the
nation’s infrastructure which will directly give impact to the property development sector in the country. With the
abolishment of Real Property Gains Tax by the government and with two Highways in place the prospect of demand for
new houses is expected to improve.
Appreciation
On behalf of the Board, I would like to extend our appreciation to all the shareholders, customers, business associates,
bankers and various government authorities for their assistance, continuous support and confidence in the Group. My
appreciation also goes to the management and staff of the Group for their support, dedication and commitment
throughout the year.
The Board also wishes to express their condolence to the family of the late En. Taufek Bin Yahya on his sudden demised
on 28 February 2007 and our appreciation for his invaluable contribution during his tenure as the Executive Director of
the group.
We would also like to express our thanks to Dato’ Dr. Ir. Hj. Abdul Rashid and Mr. Kington Tong Kum Loong who have
resigned from the Board for their invaluable contribution during their tenure as Chairman and Independent Director of
the group respectively.
Executive Chairman
Date: 26 April 2007
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STATEMENT OF CORPORATE GOVERNANCE
The Board of Directors appreciates the importance of good corporate governance and being fully aware of its
responsibilities has taken various steps to ensure compliance with the principle and best practice of the Malaysian Code
on Corporate Governance (“the Code”).
A)
THE BOARD
The Board currently comprises of four (4) members of whom, one (1) is Executive Chairman, one (1)
Non-Independent Non-Executive Director and two (2) are Independent Non-executive Directors. The directors bring
to the Company a diverse range of skills and experience in the business, financial and technical fields and each
brings objectivity and considerable knowledge to the Board’s discussions. In addition the independent
non-executive directors fulfil a key role in corporate accountability as they provide unbiased and independent
judgment to the Board.
The roles of the Executive Chairman functions both as an Executive Director and Chairman of the Board. The Board
is mindful of the convergence of the two roles but is comfortable that there is no undue risk involved, as all related
party transactions are dealth with accordance with the Listing Requirements of Bursa Securities. All Directors have
access to the advice and services of the Company Secretary and independent professionals if required by them, at
the Company’s expenses.
Directors’ Training
During the financial year under review, all the Directors have attended and successfully completed the Mandatory
Accreditation Training Programme (“MAP”) as required by the Bursa Securities Malaysia Berhad (“Bursa
Securities”). The Directors are also provided with the opportunity to continuously undergo other relevant training
programmes to further enhance their skills and knowledge and receive updates and information on such
programmes from time to time.
Board Meetings
During the financial year under review, the Board convened a total of five (5) meetings and the details of the
attendance of each member of the Board are tabulated below:
Name of Directors
*No. of Meetings Attended
%
Datin Yam Yuet Chew
5/5
100
Encik Taufek Bin Yahya
(Demised on 28 February 2007)
5/5
100
Mr. Kington Tong Kum Loong
(Resigned wef: 3 November 2006)
4/4*
100
Dato’ Dr. Ir. Hj. Abdul Rashid Bin Maidin
(Resigned wef: 23 April 2007)
5/5
100
Mr. Tiew Chai Beng
5/5
100
Mr. Loh Yoon Wah
4/5*
80
(Appointed wef. 13 April 2007)
N/A
N/A
Note :
* Reflects the number of meetings held and attendance during the tenure of the respective directors.
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(Cont’d)
Appointment to the Board
Appointments to the Board will be made based on the recommendation by the Nomination Committee.
Retirement & Re-election
In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board shall
hold office only until the next following annual general meeting subsequent to their appointment and shall then
be eligible for re-election. In addition, each of the Director is subject to retirement from office by rotation at least
once in each three (3) years at annual general meetings but shall be eligible for re-election.
Supply of Information to the Board of Directors
All Directors are furnished with Board papers detailing the agenda for each meeting which are disseminated in
advance to ensure sufficient time is given to enable the Director to review and consider the items to be deliberated
at the Board Meetings. The Board papers include amongst others quarterly financial reports, financial statements,
minutes of meetings and other major operational, financial and legal issues.
Corporate exercises, annual budgets, acquisitions and disposals of undertakings and properties of substantial value,
major investments and financial decisions including key policies and procedures are subject to Board approval.
B)
REMUNERATION COMMITTEE
i) Membership
The Remuneration Committee comprises the following:
Mr. Loh Yoon Wah
-
Chairman *
Mr. Tiew Chai Beng
-
Member *
Datin Yam Yuet Chew
-
Member
* Independent Non-Executive Director
The Remuneration Committee is responsible for the making of recommendations to the Board on the remuneration
packages of the Executive Directors and in recommending to the Board for its approval. The level of fees and
allowances of Non-Executive Directors are determined by the Board as a whole. Directors’ fees are tabled at the
Annual General Meeting for the approval of the shareholders of the Company prior to payment to the Directors.
Details of Directors’ remuneration for the year ended 31 December 2006 are as follows:Category
Executive
Directors (RM)
Non-Executive
Directors (RM)
Fees
Allowances
Salaries & Other Emoluments
Benefits-in-kind
60,000
783,000
8,800
17,750
98,200
-
Total
851,800
115,950
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(Cont’d)
The number of Directors, whose remuneration falls within the following bands are:Range
Executive
Directors
Below RM50,000
RM50,000 - RM100,000
RM100,001 - RM150,000
RM150,001 - RM200,000
RM200,001 - RM250,000
RM250,001 - RM300,000
RM300,001 - RM350,000
RM350,001 - RM400,000
RM400,001 - RM450,000
RM450,001 - RM500,000
RM500,001 - RM550,000
RM550,001 - RM600,000
RM600,001 - RM650,000
RM650,001 - RM700,000
RM700,001 - RM750,000
C)
Non-Executive
Directors
4
1
1
NOMINATION COMMITTEE
Membership
The Nomination Committee comprises the following:
Dato’ Dr. Ir. Hj. Abdul Rashid Bin Maidin
(Resigned wef: 23 April 2007)
-
Chairman *
Mr. Tiew Chai Beng
-
Member *
Mr. Loh Yoon Wah
(Appointed 2 February 2007)
-
Member *
-
Member *
* Independent Non-Executive Director
The Nomination Committee is responsible for identifying, selecting and recommending to the Board potential
candidates with the required mix of skills, experience and attributes for appointment to the Board. However, the
ultimate responsibility for appointment rests with the Board.
The Nomination Committee operates within defined terms of reference.
D)
SHAREHOLDERS
Communication with Shareholders and Investors
The shareholders and investors are kept informed of major developments of the Company through the quarterly
financial results, annual reports, announcements and circulars, where appropriate on a timely basis.
In addition, the Annual General Meeting also provides the forum for interaction and for the shareholders to seek
clarification on the operational, financial performance and major developments of the Group as well as on the
resolutions being proposed. Apart from Board members, Senior Management and the Company’s External Auditors
are also available to respond to shareholders’ questions.
The Board has identified Mr. Tiew Chai Beng as the Senior Independent Non-Executive Director to whom
shareholders can address their concerns.
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E)
(Cont’d)
ACCOUNTABILITY AND AUDIT
i)
Financial Reporting
The Board in approving each quarterly results and the financial statements, considers the recommendation of the
Audit Committee and takes reasonable steps to review them to ensure that they convey a balanced and meaningful
assessment of the Group’s financial performance and position.
The Directors’ Responsibility Statement for preparing the financial statements is set out on page 16 of this Annual
Report.
ii) Internal Controls
The Directors recognize the importance of maintaining proper internal control system to safeguard the
shareholders’ investment and the Group’s assets. In this regard, the Board has outsourced the internal audit
function to an external professional firm, BDO Governance Advisory Sdn Bhd who submits their report and
findings to the Audit Committee.
iii) Relationship With the Auditors
The Group maintains an appropriate and transparent relationship with the external auditors, namely Shamsir Jasani
Grant Thornton in seeking professional advice and ensuring compliance with the accounting standards in Malaysia.
The Audit Committee has the authority to communicate directly with the external auditors and the auditors may
request a meeting with the Committee as and when necessary.
OTHER INFORMATION
Material Contracts
(a) On 20 May, 2002, MZ Development Sdn Bhd, as the Developer had entered into a joint-venture agreement with
Mujur Zaman Properties Sdn Bhd, as the Landowner to construct the basic infrastructure works for bungalow
lots on that piece of land held under H.S. (D) 5463 PT No. 9138 Mukim of Ijok, Kuala Selangor, Selangor Darul
Ehsan together with a Power of Attorney in favour of the Developer to facilitate the application of necessary
approvals.
The aggregate profit of the joint-venture project, estimated to be approximately RM35.9 million of which 60%
amounting to approximately RM21.5 million would accrue to Mujur Zaman Properties Sdn Bhd.
MZ Development Sdn Bhd is an indirect wholly owned subsidiary of the Company whilst Mujur
Zaman Properties Sdn Bhd is a substantial shareholder. However, at the time of the contract, MZ Development
Sdn Bhd was not a subsidiary of the Company and neither was Mujur Zaman Properties Sdn Bhd a
shareholder of the Company.
On 6 July 2006, both parties mutually agreed to rescind and revoke the Joint-Venture Agreement and Power of
Attorney and to release each other of all obligations and liabilities.
(b) On 8 May, 2003, two (2) Master Purchase Agreements were entered into between Mujur Zaman Sdn Bhd, as the
landowner, MZ Development Sdn Bhd as the Developer and Mujur Zaman Properties Sdn Bhd, as the Purchaser
to sell en-bloc to Mujur Zaman Properties Sdn Bhd 814 units of double storey terrace houses out of the 1,200
units of houses which Mujur Zaman Properties Sdn Bhd has the right to purchase pursuant to the Deed of
Assumption entered on 1 August, 2001. The total consideration for the en-bloc sales amounted to
RM130.24 million
Mujur Zaman Sdn Bhd and MZ Development Sdn Bhd are indirect wholly owned subsidiaries of the
Company whilst Mujur Zaman Properties Sdn Bhd is a substantial shareholder. However, at the time of the
contract, both Mujur Zaman Sdn Bhd and MZ Development Sdn Bhd were not subsidiaries of the Company and
neither was Mujur Zaman Properties Sdn Bhd a shareholder of the Company.
Save as disclosed above, to the best knowledge and belief of the Directors, there were no other material contracts
involving directors or major shareholders still subsisting as at 31 December 2006.
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(Cont’d)
Share Buybacks
During the financial year, there was no share buyback by the Company.
Options, Warrants or Convertible Securities
There were no options, warrants or convertible securities issued by the Company during the financial year. During the
year under review, all the ICULS was converted and the amount of RCSLS converted during the financial year is disclosed
in Note 6 of the Financial Statements.
Imposition of Sanctions/Penalties
On 30 June 2006, Bursa Securities publicly reprimanded and imposed a fine of RM17,000 on the Company for breach of
Paragraph 9.23 (b) of Bursa Securities Listing Requirements (“LR”) for failure to submit its Annual Audited Accounts for
the financial year ended 31 December 2005 within the stipulated time frame.
On 19 December 2006, Bursa Securities had publicly reprimanded the Company for breach of Paragraph 9.19 (19) of the
LR for failure to make an immediate announcement in respect to the winding-up petition served against the Company
and its subsidiary.
On 28 March 2007, Bursa Securities publicly reprimanded the Company for breach of Paragraphs 9.16(1)(a) and 8.23(1) of
the LR and also publicly reprimanded and fine on the directors for breach of Paragraphs 16.11 and 8.23(2)(a) of the LR as
announced by the Company.
Non-Audit Fees
An amount of RM5,000/- is payable by the Company to the external auditors for the review of the internal control
statement of the Company.
Variation in Results
The Group’s results did not differ by more than 10% from the unaudited results announced previously.
Revaluation of Landed Properties
The Group will revalue its estate land and buildings once in every five (5) years. Land held for development is stated at
cost.
American Depository Receipt (ADR) or Global Depository Receipt (GER) Programme
During the financial year, the Company did not sponsor any ADR or GDR programme.
Profit Guarantee
There was no profit guarantee given by the Company during the financial year.
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DIRECTORS’ RESPONSIBILITY STATEMENT
Directors’ Responsibility Statement in Respect of the Preparation of the Audited Financial Statements
The Directors are collectively responsible for the preparation of the annual financial statements of the Group and the
Company ensuring that they are prepared in accordance with the applicable Approved Accounting Standards and given
a true and fair view of the state of affairs.
In discharging their responsibilities, the Directors with the assistance of the Audit Committee had:
• Reviewed the appropriateness of the accounting policies used and the consistency in its application.
• Ensured accounting and other records are kept properly to enable the preparation of financial statements with
reasonable accuracy.
• Reviewed the presentation of the financial statements with the external auditors to ensure that all applicable approved
Accounting Standards, regulatory and legal requirements have been complied with.
• Satisfied themselves that estimates included in the financial statements were reasonable and prudent.
• Ensured that the financial statements present a true and fair view of the state of affairs of the Group and of the
Company.
The Directors confirmed that the financial statements have been prepared on a going concern basis as the Directors have
a reasonable expectation, having made enquiries, that the Group have adequate resources to continue in operational
existence for the foreseeable future.
The financial statements for the year ended 31 December 2006 were approved by the Directors on 25 April 2007.
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STATEMENT ON INTERNAL CONTROLS
1.
Introduction
The Malaysian Code on Corporate Governance stipulates that the Board of Directors of listed companies should
maintain a sound system of internal control to safeguard the Group’s assets. The Board of Directors is taking
appropriate initiatives to further strengthen the transparency, accountability and efficiency of the Group’s
operations. In pursuant thereof, the Board of Directors (“Board”) of Fountain View Development Berhad (“Group”)
is pleased to set out below its Statement of Internal Control for the year ended 31 December 2006 that was prepared
in accordance with Bursa Malaysia’s Statement of Internal Control – Guidance for Directors of Public Listed
Companies. The Board believes the practice of good corporate governance is an important continuous process and
not just a matter to be covered as compliance in its annual report.
2.
Responsibility for risk and internal controls
The Board affirms its responsibility to maintain an adequate system of internal control that covers financial,
operational, compliance and risk management practices in the organisation. The Board endeavors to maintain an
adequate system of internal control organisation-wide with consistent integrity designed to manage rather than
eliminate risk on failure to improve the internal controls of the organisation. However, it is recognised that
evaluation and implementation of the internal control system can only provide reasonable assurance and not
absolute assurance against any material misstatement or loss. The Group continues to identify, evaluate and
manage significant risks that may affect the achievement of its business objectives. The system on internal control
was in place during the financial year and the system is subject to regular reviews by the Board.
3.
Risk Management Framework
A formal risk management framework has been established to ensure structured and consistent approach and
methods are practised in the on-going process of identifying, assessing, managing and monitoring the principal
risks. The risk management process includes identifying principal business risks in critical areas, assessing the
likelihood and impact of material exposures and determining its corresponding risk mitigation and treatment
measures. Meetings were held to review on the risk management framework.
In line with the risk areas identified in the company-wide audit risk assessment exercise, BDO Governance Advisory
Sdn. Bhd (“BDO GA”) has completed one internal control review on the Human Resources and Administration
Department. Weaknesses have been identified and management is taking the appropriate steps to rectify the
weaknesses.
4.
Internal audit function
BDO GA has provides the Board with reasonable assurance it requires regarding the adequacy and integrity of the
system on internal control. BDO GA independently reviews the Group’s internal control system and report to the
Audit Committee. Reviews are carried out on the business processes to monitor compliance with the Group’s
procedures, assess the effectiveness of internal controls and highlight significant risk impacting the
Group. The Audit Committee holds quarterly meetings to review internal audit reports, management actions and
monitor the implementation of preventive and corrective actions for areas with significant and high risks.
Annual Internal Audit Plan is established based on a risk-based internal audit approach and it is presented to the
Audit Committee for their review and approval. The review is to ensure adequacy of resources and sufficient
coverage on significant and high-risk areas.
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Page 18
STATEMENT ON INTERNAL CONTROLS
5.
(Cont’d)
Other key elements of internal control
The following are other key elements of the Group’s internal control systems:-
6.
•
The Board of Directors has put in place an organization structure, which formally defines lines of
responsibility and delegation of authority.
•
Internal control procedures are set out in a series of policies and procedures. These procedures are the subject of
regular reviews and improvements to reflect changing risks or to resolve operational deficiencies.
•
Quarterly performance reports that provides Management and the Board of Directors with comprehensive
information on financial performance and key business indicators.
•
The Management monitors the quarterly results of the Group and in the event of major variances, Management
will take appropriate action.
Weaknesses in internal controls that result in material losses
There were no material losses incurred during the current financial year as a result of weaknesses in internal control.
The management of the Company continues to take measures to strengthen the internal control environment.
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Page 19
AUDIT COMMITTEE REPORT
MEMBERSHIP AND ATTENDANCE
The Audit Committee comprises the following members: Mr. Tiew Chai Beng
Chairman of Audit Committee
(Independent Non-Executive Director)
Member
Datin Yam Yuet Chew
Member
(Non-Independent Non-Executive Director)
Mr. Loh Yoon Wah
Member
COMPOSITION AND TERMS OF REFERENCE
A.
MEMBERS
The Audit Committee shall be appointed by the Board of Directors from amongst its members, which shall fulfil the
following requirements:
1) the Audit Committee must be composed of no fewer than three (3) members ;
2) a majority of the Audit Committee must be independent directors;
3) at least one member of the Audit Committee: (i) must be a member of the Malaysian Institute of Accountants (“MIA”); or
(ii) if he is not a member of the MIA, he must have at least three (3) years’ working experience; and
(a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act,
1967; or
(b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of
the Accountants Act, 1967.
4. no Alternate Director shall be appointed as a member of the Audit Committee.
The Board of Directors must review the term of office and performance of the Audit Committee and each of its
members at least once every three (3) years to determine whether the Committee and members have carried out their
duties in accordance with their terms of reference.
In the event of any vacancy arising in the Audit Committee resulting in the non-compliance in its composition, such
vacancy must be filled by the Board of Directors within three (3) months.
B.
CHAIRMAN
The members of the Audit Committee shall elect a Chairman from among its member who shall be an independent
director.
C.
SECRETARY
The Company Secretary(s) of the Company shall be the Secretary(s) of the Audit Committee.
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AUDIT COMMITTEE REPORT (Cont’d)
D.
MEETINGS
1) Meetings shall be held not less than four (4) times a year.
2) A quorum in respect of a meeting of the Audit Committee shall not be less than two (2) members, the majority
of whom must be independent directors.
3) The Audit Committee may regulate its own procedure with regards to:
(i) the calling of meetings;
(ii) the notice to be given of such meetings;
(iii) the voting and proceedings of such meetings;
(iv) the keeping of minutes; and
(v) the custody, production and inspection of such minutes.
4) The External Auditors may request and the Chairman of the Audit Committee shall convene a meeting of the
Committee to consider any matter the External Auditors believes should be brought to the attention of the
Directors or Shareholders.
5) Other Directors and employees may attend an Audit Committee Meeting only at the invitation of the Audit
Committee.
E.
REPORTING PROCEDURES
The Secretary(s) shall circulate the minutes of the Audit Committee to all members of the Board.
F.
AUTHORITY
All employees are directed to cooperate with any request by the Audit Committee and the Committee shall:
1) have authority to investigate any matter within its terms of reference;
2) have the resources which are required to perform its duties;
3) have full and unrestricted access to any information pertaining to the Company and Group;
4) have direct communication channels with the External Auditors and person(s) carrying out the internal audit
function or activity (if any);
5) be able to obtain independent professional or other advice; and
6) be able to convene meeting with the External Auditors, excluding the attendance of the executive members of the
Committee whenever deemed necessary.
G.
DUTIES AND RESPONSIBILITIES
The Audit Committee is responsible to the Board of Directors for the following in its role to ensure proper
management of assets, liabilities, revenue and expenses of the Company and Group and compliance with statutory
obligations:
1) to discuss and review with the External Auditors the audit plan before the audit commences.
2) to review with the External Auditors their evaluation of the system of internal controls.
3) to review with the External Auditors, the audit report and to discuss problems and reservations arising from the
interim and final audits, management letter and management’s response and any matters the External Auditors
may wish to discuss.
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Page 21
4) to review the assistance given by the Company’s employees to the External Auditors.
5) to review the adequacy of the scope, functions and resources of the internal audit functions and that it has the
necessary authority to carry out its work.
6) to review the internal audit programme, processes, the results of the internal audit programme, processes or
investigation undertaken and whether or not appropriate action is taken on the recommendation of the internal
audit function.
7) to review the quarterly results and year end financial statements, prior to the approval of the Board of Directors,
focusing particularly on :
(i) changes in or implementation of major accounting policy changes;
(ii) significant and unusual events; and
(iii) compliance with accounting standards and other legal requirements.
8) to review any related party transactions and conflict of interest situation that may arise within the Company or
Group including any transaction, procedure or course of conduct that raises questions of management integrity.
9) to review any letter of resignation from the External Auditors of the Company or Group.
10) to review whether there is any reason (supported by grounds) to believe that the Company’s External Auditors
is not suitable for re-appointment.
11) to recommend to the Board of Directors on the nomination of the External Auditors.
12) to make recommendations to the Board of Directors on any appropriate issues and findings in the course of
performing of its duties.
H.
AUDIT COMMITTEE REPORT
The Audit Committee shall ensure that an audit committee report be prepared at the end of each financial year that
complies with the following:
1) The audit committee report shall clearly set out in the annual report of the Company;
2) The audit committee report shall include :
(a) the composition of the Committee, including the name, designation (indicating the chairman) and
directorship of the members (indicating whether the Directors are independent or otherwise);
(b) the terms of reference of the Committee;
(c) the number of Committee meetings held during the financial year and details of attendance of each
member;
(d) a summary of activities of the Committee in the discharge of its functions and duties for that financial year
of the Company;
(e) the existence of an internal audit function or activity and where there is such a function or activity, a
summary of the activities of the function or activity. Where such a function or activity does not exist, an
explanation of the mechanisms that exist to enable the Committee to discharge its functions effectively.
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Page 22
I.
REPORTING OF BREACHES TO THE EXCHANGE
Where the Committee is of the view that a matter reported by it to the Board of Directors of the Company has not
been satisfactorily resolved resulting in a breach of the Bursa Malaysia Listing Requirements, the Committee shall
promptly report such matter to the Exchange.
ATTENDANCE AT MEETINGS
The Committee held a total of five (5) meetings during the financial year ended 31 December 2006. Details of attendance
of each member are as follows :Name of Audit Committee Members
No. of Meetings Held
No. of Meetings Attended
%
(Resigned wef. 3 November 2006)
4*
4
100
Datin Yam Yuet Chew
5
5
100
Mr. Tiew Chai Beng
5
5
100
Mr. Loh Yoon Wah
5
4*
80
Note :
* Reflects the number of meetings held and attendance during the tenure of the respective members.
SUMMARY OF ACTIVITIES OF AUDIT COMMITTEE
The summary of the main activities carried out by the audit committee during the financial year under review are as
follows:
(a)
reviewed the interim financial reports relating to the quarterly reporting of the Group to ensure adequacy of
disclosure of information essential to a fair and full presentation of the financial affairs of the Group for
recommendation to the Board for approval for the release of the said quarterly reporting;
(b) reviewed the external Auditors’ reports in relation to audit and accounting issues arising from the audit and updates
of new developments on accounting standards issued by the Malaysian Accounting Standard Board;
(c)
reviewed with the external auditors, the external auditors’ scope of work, audit plan and their audit fees and
recommending the appointment of external auditors at the Annual General Meeting;
(d) discussed the findings and recommendations made by the internal auditors;
(e)
reviewed the internal control review final report of various areas presented by BDO Governance Advisory Sdn Bhd
and following up on management responses in relation to any control failures or weaknesses.
INTERNAL AUDIT FUNCTION
BDO Governance Advisory Sdn. Bhd. (“BDO GA”) has been engaged to undertake and strengthen the internal audit
function of the Group. BDO reports directly to the Audit Committee and will independently review the system of
internal controls and provide the assurance concerning the overall control over the assets and the effectiveness of the
system of internal control in achieving the Group’s overall objectives as well as in recommending improvements where
necessary.
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Page 1
FINANCIAL STATEMENTS
Directors’ Report
24
Statement by Directors and Statutory Declaration
28
Report of the Auditors
29
Balance Sheets
30
Income Statements
32
Statements of Changes in Equity
33
Cash Flow Statements
35
Notes to the Financial Statements
37
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DIRECTORS’ REPORT
The Directors hereby submit their report together with the audited financial statements of the Group and of the Company
for the financial year ended 31 December 2006.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding.
The principal activities of the subsidiary companies are disclosed in Note 13 to the financial statements.
There have been no significant changes in the nature of these activities of the Company and its subsidiary companies
during the financial year.
FINANCIAL RESULTS
Group
RM’000
Company
RM’000
Loss for the financial year
25,634
526
Attributable to:Equity holders of the Company
Minority interests
25,633
1
526
25,634
526
-
DIVIDENDS
There were no dividends paid or declared by the Company since the end of the previous financial year.
RESERVES AND PROVISIONS
There were no material transfers to or from reserves or provisions during the financial year other than those disclosed in
the statements of changes in equity.
ISSUE OF SHARES
During the financial year, the issued share capital of the Company was increased from RM408,062,679 to RM444,940,504
by way of conversion of RM36,778,490 3.5% Irredeemable Convertible Unsecured Loan Stocks 2003/2006 (“ICULS”) and
RM99,335 3.5% Redeemable Convertible Secured Loan Stocks 2003/2006 (“RCSLS”) into RM36,877,825 ordinary shares
of RM1.00 each credited as fully paid.
IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS AND REDEEMABLE CONVERTIBLE SECURED
LOAN STOCKS 2003/2006
The salients terms and feature of the ICULS and the RCSLS are disclosed in Note 6 to the financial statements.
The ICULS are listed on the Bursa Malaysia Securities Berhad.
The movement in the Company’s ICULS and RCSLS during the financial year are as follows:Nominal amount of ICULS and RCSLS
Balance at
Balance at
1.1.2006
Converted
31.12.2006
ICULS
36,778,490
(36,778,490)
-
RCSLS
79,048,710
(99,335)
78,949,375
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Page 3
DIRECTORS’ REPORT
(Cont’d)
INFORMATION ON THE FINANCIAL STATEMENTS
Before the financial statements of the Group and of the Company were made out, the Directors took reasonable steps:(a)
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 adequate allowance had
been made for doubtful debts; and
(b) to ensure that any current assets which were unlikely to be realised in the ordinary course of business including their
values 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:(a)
which would render the amount written off for bad debts or the amount of allowance made for doubtful debts in
the financial statements of the Group and of the Company inadequate to any substantial extent; or
(b) which would render the values attributed to current assets in the financial statements of the Group and of the
Company misleading; or
(c)
which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group
and of the Company misleading or inappropriate.
No contingent liability or other liability has become enforceable or is likely to become enforceable within the period of
twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of
the Group and of the Company to meet its obligations as and when they fall due.
At the date of this report, there does not exist:(a)
any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which
secures the liability of any other person; or
(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year, other
than as disclosed in Note 28 to the financial statements.
OTHER STATUTORY INFORMATION
The Directors state that:At the date of this report, they are not aware of any circumstances not otherwise dealt with in this report or the financial
statements which would render any amount stated in the financial statements misleading.
In the opinion of the Directors:(a)
the results of operations of the Group and of the Company during the financial year were not substantially affected
by any item, transaction or event of a material and unusual nature except for the effects arising from the adoption
of new and revised Financial Reporting Standards (“FRS”) as disclosed in Note 4(b) to the financial statements; and
(b) 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 to affect substantially the results of operations of the
Group and of the Company for the financial year in which this report is made.
SIGNIFICANT EVENTS
The significant events during the financial year and subsequent to the balance sheet date are disclosed in Note 29 to the
financial statements.
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Page 4
DIRECTORS’ REPORT
(Cont’d)
DIRECTORS OF THE COMPANY
The Directors in office since the date of the last report are:•
Datin Yam Yuet Chew (Non-Independent Non-Executive Director)
•
Tiew Chai Beng (Independent Non-Executive Director)
•
Loh Yoon Wah (Independent Non-Executive Director)
•
Dato’ Paduka Khairuddin Abu Hassan (Executive Director)
(appointed on 13.4.2007)
•
Chow Pek Wah (Executive Director)
(appointed on 1.3.2007and resigned on 16.4.2007)
•
Dato’ Dr. Ir. Haji Abdul Rashid Bin Maidin (Independent Non-Executive Director)
(resigned on 23.4.2007)
•
Kington Tong Kum Loong (Independent Non-Executive Director)
•
Taufek Bin Yahya (Executive Director)
(deceased on 28.2.2007)
In accordance with Article 85 and 90 of the Company’s Articles of Association, Datin Yam Yuet Chew and Dato’ Paduka
Khairuddin Abu Hassan shall retire at the forthcoming Annual General Meeting and being eligible offer themselves for
re-election.
The interest of those who were Directors in the shares and loan stocks of the Company and its related corporations at the
end of the financial year are as follows:Ordinary shares of RM1 each
At
At
1.1.2006
Bought
Sold
31.12.2006
The Company
Datin Yam Yuet Chew
- direct interest
- indirect interest
17,703,100
7,040,496
362,000
680,800
(1,215,700)
(4,627,400)
16,849,400
3,093,896
ICULS of RM1 each
At
1.1.2006
Bought
Converted
At
31.12.2006
80,800
-
(80,800)
-
The Company
Datin Yam Yuet Chew
- indirect interest
By virtue of Datin Yam Yuet Chew’s interest in the Company, Datin Yam Yuet Chew is also deemed to have interest in the
shares of all the subsidiary companies to the extent the Company has an interest under Section 6A of the Companies Act,
1965.
No other Directors at the end of the financial year held any interest in the shares or loan stocks of the Company or its
related corporations during the financial year.
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Page 5
DIRECTORS’ REPORT
(Cont’d)
DIRECTOR’S BENEFITS
During and at the end of the financial year, no arrangements subsisted to which the Company is a party, with the object
or objects of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in the Company
or any other body corporate.
Since the end of the previous financial year, no Director has received or become entitled to receive any benefit (other than
as disclosed in Note 25 to the financial statements) by reason of a contract made by the Company or a related corporation
with the Director or with a firm of which the Directors is a member, or with a company in which the Directors has a
substantial financial interest.
AUDIT COMMITTEE
The members of the Audit Committee are:•
Tiew Chai Beng (Independent Non-Executive Chairman)
•
Loh Yoon Wah (Independent Non-Executive Member)
•
Datin Yam Yuet Chew (Non-Independent Non-Executive Member)
•
Kington Tong Kum Loong (Independent Non-Executive Member)
The functions of the Audit Committee are to review accounting policies, internal controls, financial results and annual
financial statements of the Group and of the Company on behalf of the Board of Directors.
In performing its functions, the Committee reviewed the overall scope of external audit. It met with the Group’s auditors
to discuss the results of their examinations and their evaluation of the system of internal controls of the Group and of the
Company. The Committee also reviewed the assistance given by the officers of the Group and of the Company to the
auditors.
The Committee reviewed the financial statements of the Company and the consolidated financial statements of the Group
as well as of the auditors’ report thereon.
AUDITORS
Messrs Shamsir Jasani Grant Thornton have expressed their willingness to continue in office.
On behalf of the Board
DATIN YAM YUET CHEW
DATO' PADUKA KHAIRUDDIN ABU HASSAN
Kuala Lumpur
25 April 2007
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Page 6
STATEMENT BY DIRECTORS
In the opinion of the Directors, the financial statements set out on pages 30 to 65 are drawn up in accordance with the
provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards in Malaysia for Entities
Other Than Private Entities so as to give a true and fair view of the state of affairs of the Group and of the Company as
at 31 December 2006, results of operations and cash flows of the Group and of the Company for the financial year then
ended.
On behalf of the Board
DATIN YAM YUET CHEW
DATO’ PADUKA KHAIRUDDIN ABU HASSAN
Kuala Lumpur
25 April, 2007
STATUTORY DECLARATION
I, Dato' Paduka Khairuddin Abu Hassan, being the Director primarily responsible for the financial management of
Fountain View Development Berhad, do solemnly and sincerely declare that to the best of my knowledge and belief, the
financial statements set out on pages 30 to 65 are 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
the abovenamed at Kuala Lumpur in
the Federal Territory this day of
25 April 2007
)
)
)
)
DATO' PADUKA KHAIRUDDIN ABU HASSAN
Before me:
Commissioner for Oaths
Lim Heng Lin, AMP
(W 287)
Kuala Lumpur
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Page 7
REPORT OF THE AUDITORS TO THE MEMBERS OF
FOUNTAIN VIEW DEVELOPMENT BERHAD
We have audited the financial statements set out on pages 30 to 65 of Fountain View Development Berhad.
These financial statements are the responsibility of the Company’s Directors.
It is our responsibility to form an independent opinion, based on our audit, on these 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 towards any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. These standards
require that we plan and perform the audit to obtain all the information and explanations, which we consider necessary
to provide us with sufficient evidence to give reasonable assurance that the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the
financial statements. An audit includes an assessment of the accounting principles used and significant estimates made
by the Directors as well as evaluating the overall financial statements presentation. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion:a)
the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965
and applicable MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to
give a true and fair view of:(i)
the state of affairs of the Group and of the Company as at 31 December 2006 and of the results and cash flows
of the Group and of the Company 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 of 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 subsidiary companies of which we have acted as auditors have been properly kept in accordance with
the provisions of the said Act.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the
Company’s financial statements are in form and content appropriate and proper for the purposes of preparation of the
consolidated financial statements and we have received satisfactory information and explanations required by us for
those purposes.
The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and in
respect of the subsidiary companies incorporated in Malaysia, did not include any comment made under Section 174(3)
of the Act.
SHAMSIR JASANI GRANT THORNTON
(NO. AF : 0737)
CHARTERED ACCOUNTANTS
DATO’ N. K. JASANI
CHARTERED ACCOUNTANT
(NO: 708/03/08(J/PH))
PARTNER
Kuala Lumpur
25 April 2007
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Page 8
BALANCE SHEETS AS AT 31 DECEMBER 2006
Group
SHARE CAPITAL
3.5% IRREDEEMABLE CONVERTIBLE
UNSECURED LOAN STOCKS 2003/2006
("ICULS")
3.5% REDEEMABLE CONVERTIBLE
SECURED LOAN STOCKS 2003/2006
("RCSLS")
RESERVE ON CONSOLIDATION
UNAPPROPRIATED PROFIT/
(ACCUMULATED LOSS)
2006
RM’000
2005
RM’000
2006
RM’000
2005
RM’000
5
444,940
408,063
444,940
408,063
6
-
4,439
-
4,439
6
7
-
9,543
196,219
-
9,543
-
130,008
(40,168)
(4,068)
574,948
578,096
440,872
418,913
76
77
-
-
575,024
578,173
440,872
418,913
8,850
136,349
225
5,755
136,538
598
-
-
720,448
721,064
440,872
418,913
28,939
7,100
699,215
121
75,044
6,141
680,444
113
170,514
-
170,514
-
735,375
761,742
170,514
170,514
3,160
201,764
6,840
34,280
46,561
40
1,889
955
1,958
202,894
12,129
31,268
40
889
1,337
366,804
4
1
359,520
136
295,489
250,515
366,808
359,657
Equity attributable to equity holders of the
Company
MINORITY INTERESTS
Total equity
NON-CURRENT LIABILITIES
Borrowings
Deferred taxation
Hire purchase creditors
Company
Note
8
9
10
(3,132)
REPRESENTED BY:NON-CURRENT ASSETS
Property, plant and equipment
Replanting expenditure
Investment in subsidiary companies
Unquoted investments
Property development costs
Deposits with licensed financial institutions
11
12
13
14
15
16
Total non-current assets
CURRENT ASSETS
Inventories
Trade receivables
Other receivables
Non-current assets held for sale
Amount due from subsidiary companies
Tax recoverables
Cash and bank balances
Total current assets
17
15
18
19
20
13
16
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Page 9
BALANCE SHEETS AS AT 31 DECEMBER 2006
(Cont’d)
Group
Note
Company
2006
RM’000
2005
RM’000
2006
RM’000
2005
RM’000
14,461
85,297
1,199
13,828
44,625
565
3,773
13,727
-
1,234
8,179
-
78,950
105,894
24,615
32,339
-
32,339
69,506
105,880
24,450
78,950
-
69,506
-
Total current liabilities
310,416
291,193
96,450
111,258
Net current (liabilities)/assets
(14,927)
(40,678)
270,358
248,399
720,448
721,064
440,872
418,913
LESS: CURRENT LIABILITIES
Trade payables
Other payables
Amount due to subsidiary companies
Amount due to a Director
3.5% Irredeemable Convertible Unsecured
Loan Stocks 2003/2006 ("ICULS")
3.5% Redeemable Convertible Secured
Loan Stocks 2003/2006 ("RCSLS")
Borrowings
Tax payable
21
13
22
6
6
8
The accompanying notes form an integral part of the financial statements.
31
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Page 10
INCOME STATEMENTS FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006
Group
Company
Note
2006
RM'000
2005
RM'000
2006
RM'000
2005
RM'000
Revenue
23
58,081
68,901
-
-
Cost of sales
24
(63,159)
(60,494)
-
-
(5,078)
8,407
-
-
4,674
1,535
Administrative expenses
(6,331)
(6,402)
(459)
(491)
Other expenses
(2,081)
(65,745)
(2)
(4)
(Loss)/ Profit from operations
(8,816)
(62,205)
3,048
2,599
(16,080)
(4,285)
(3,574)
(3,193)
Gross (loss)/profit
Other income
Finance costs
3,509
3,094
Loss before taxation
25
(24,896)
(66,490)
(526)
(594)
Taxation
26
(738)
(1,999)
-
-
(25,634)
(68,489)
(526)
(594)
Attributable to:Equity holders of the Company
(25,633)
(68,488)
(526)
(594)
(1)
(1)
-
-
(25,634)
(68,489)
(526)
(594)
Minority interests
Loss per share attributable to equity
holders of the Company (sen)
- Basic
27
(6.61)
(17.92)
- Fully diluted
27
-
-
32
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STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2006
Attributable to equity holders of the Company
Minority
interest
Distributable
Unappropriated
Reserve on
profit/
consolidation (Accumulated loss)
RM'000
RM'000
Total
equity
Non-distributable
Group
Share
capital
RM'000
ICULS
RM'000
RCSLS
RM'000
Balance at 1 January 2005
324,897
14,407
9,616
196,219
Arising from conversion of ICULS
82,564
(9,968)
-
-
-
72,596
-
72,596
Arising from conversion of RCSLS
602
-
-
-
529
-
529
Interest expense
- ICULS
- RCSLS
-
-
-
-
(105)
(335)
(105)
(335)
-
(105)
(335)
-
-
-
-
(68,488)
(68,488)
(1) (68,489)
408,063
4,439
9,543
196,219
(40,168)
578,096
77
-
-
-
(196,219)
196,219
-
408,063
4,439
9,543
-
156,051
578,096
36,778
(4,439)
-
-
-
32,339
-
32,339
99
-
-
-
87
-
87
Interest expense
- ICULS
- RCSLS
-
-
-
(130)
(280)
(130)
(280)
-
(130)
(280)
Conversion period lapsed at
maturity date
-
-
-
-
(9,531)
-
(9,531)
-
-
-
-
(25,633)
(25,633)
(1) (25,634)
444,940
-
-
-
130,008
574,948
76
Balance at 31 December 2005
Effects arising from the adoption
of FRS 3
(73)
(12)
-
(9,531)
28,760
573,899
33
Total
RM'000 RM’000 RM’000
78
573,977
578,173
77
578,173
575,024
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STATEMENTS OF CHANGES IN EQUITY FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2006 (Cont’d)
RCSLS
RM'000
Distributable
Unappropriated profit/
(Accumulated loss)
RM'000
Total
RM'000
9,616
(2,098)
346,822
-
-
72,596
-
(73)
-
529
-
-
-
(105)
(335)
(105)
(335)
-
-
-
(594)
(594)
408,063
4,439
9,543
(3,132)
418,913
36,778
(4,439)
-
-
32,339
99
-
(12)
-
87
Interest expense
- ICULS
- RCSLS
-
-
-
(130)
(280)
(130)
(280)
Conversion period lapsed at
maturity date
-
-
(9,531)
-
(9,531)
-
-
-
(526)
(526)
444,940
-
-
(4,068)
Company
Share
capital
RM'000
ICULS
RM'000
324,897
14,407
82,564
(9,968)
602
Interest expense
- ICULS
- RCSLS
34
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Page 13
CASH FLOW STATEMENTS FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2006
Group
Note
2006
RM'000
2005
RM'000
Company
2006
2005
RM'000
RM'000
CASH FLOWS FROM OPERATING ACTIVITIES
(24,896)
(66,490)
(526)
(594)
Adjustments for:Allowance for doubtful debt
Bad debts written off
Depreciation of property, plant and equipment
Interest expenses
Property, plant and equipment written off
Loss on disposal of other investments
Allowance for doubtful debts no longer required
Interest income
Gain on disposal of property, plant and equipment
267
20
1,428
16,062
(2,288)
(42)
(800)
63,922
1,437
4,263
4
30
(42)
(26)
3,574
(3,509)
-
3,193
(3,094)
-
(10,249)
3,098
(461)
(495)
(1,180)
(17,641)
4,278
24,901
634
-
26
(23,637)
37,751
(13,321)
13
-
1
(167)
1,772
(402)
1,565
3,930
1,145
668
42
(4,703)
(2,760)
(1,277)
-
3,094
(3,633)
-
(3,491)
(132)
129
Operating (loss)/profit before working capital changes
Changes in working capital:Inventories
Receivables
Payables
Director
Subsidiary companies
Cash generated from operations
743
Interest received
Interest paid
Tax paid
42
(1,953)
(387)
Net cash (used in)/generated from operating activities
(1,555)
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiary companies
Disposal of other investments
Proceeds from disposal of property, plant and equipment
Purchase of property, plant and equipment
A
Placement of fixed deposits with licensed bank
Net cash used in investing activities
@ consist of RM3
35
(959)
1,135
(570)
(8)
2,000
(3,652)
37
(317)
-
@
-
-
(402)
(1,932)
-
-
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Page 14
CASH FLOW STATEMENTS FOR THE FINANCIAL
YEAR ENDED 31 DECEMBER 2006 (Cont’d)
Group
Note
Company
2006
2005
RM'000
RM'000
2006
RM'000
2005
RM'000
CASH FLOWS FROM FINANCING ACTIVITIES
Repayment of hire purchase creditors
Drawndown of term loan
(534)
3,095
(845)
7,736
-
-
Net cash generated from financing activities
2,561
6,891
-
-
CASH AND CASH EQUIVALENTS
Net increase/(decrease)
Brought forward
604
1,731
1,468
263
(132)
136
129
7
2,335
1,731
4
136
Carried forward
B
NOTES TO THE CASH FLOW STATEMENTS
A.
PURCHASE OF PROPERTY, PLANT AND EQUIPMENT
In the previous financial year, the Group acquired property, plant and equipment with an aggregate cost of
RM616,000 of which RM299,000 was acquired by means of hire purchase. Cash payments of RM317,000 was made
to purchase the property, plant and equipment.
B.
CASH AND CASH EQUIVALENTS
Group
2006
RM'000
Cash and bank balances
Fixed deposits with licensed financial institutions
Bank overdrafts (Note 8)
2005
RM'000
Company
2006
2005
RM'000
RM'000
955
1,889
(509)
1,337
889
(495)
4
-
136
-
2,335
1,731
4
136
Included in the cash and bank balances of the Group is an amount of RM34,255 (2005: RM208,040) held under the
Housing Development Account (opended and maintained under Housing Development (Control and Licensing) Act,
1966).
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NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2006
1.
PRINCIPAL ACTIVITIES AND GENERAL INFORMATION
The principal activity of the Company is investment holding.
The principal activities of the subsidiary companies are disclosed in Note 13 to the financial statements.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and listed on the Main
Board of Bursa Malaysia Securities Berhad. The registered office of the Company is located at Suite 10.3, 10th Floor,
Menara CSM, Jalan Semangat, 46100 Petaling Jaya, Selangor Darul Ehsan.
The financial statements of the Group and of the Company were authorised for issue by the Board of Directors on
25 April 2007.
2.
BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS
The financial statements of the Group and of the Company have been prepared in accordance with the provisions of
the Companies Act, 1965 and applicable MASB Approved Accounting Standards in Malaysia for Entities Other Than
Private Entities.
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 businesses whilst managing its risks. The Group operates within policies that are
approved by the Board and the Group’s policy is not to engage in speculative transactions.
The main areas of financial risks faced by the Group and the policy in respect of the major areas of treasury activity
are set out as follows:(a)
Interest rate risk
The Group’s policy is to borrow principally on the fixed and floating rate basis but to retain a proportion of
floating rate debt. The objective for the mix between fixed and floating rate borrowings is set to reduce the
impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.
(b)
Credit risk
The credit risk is controlled by the application of credit approvals, limits and monitoring procedures. An
internal credit review is conducted if the credit risk is material.
(c)
Market risk
For key product purchases, the Group establishes negotiated price levels that the Group considers acceptable
and enters into physical supply agreements, if necessary, to achieve these levels and secure contracts with
suppliers for a fixed period of time. The Group does not face significant exposure from the risk of changes in
price levels.
(d)
Liquidity and cash flow risks
The Group seeks to achieve a balance between certainty of funding even in difficult times of the market or the
Group and a flexible, cost-effective borrowing structure. This is to ensure that at the minimum, all projected
net borrowing needs are covered by committed facilities. It is also, the objective of the Group to ensure that the
amount of debt maturing in any one year is not beyond the Group’s means to repay and refinance.
4.
SIGNIFICANT ACCOUNTING POLICIES
(a)
Accounting convention
The financial statements of the Group and of the Company are prepared under the historical cost convention,
unless otherwise indicated in the other significant accounting policies.
The financial statements are presented in its functional currency, Ringgit Malaysia (“RM”) and are rounding
up to thousand in presenting amounts in the financial statements.
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4.
(Cont’d)
SIGNIFICANT ACCOUNTING POLICIES (Cont’d)
(b)
Adoption of Financial Reporting Standards (“FRSs”)
The following applicable FRSs have been adopted by the Group and the Company effective for financial
period beginning on or after 1 January 2006:FRS 3
FRS 5
FRS 101
FRS 102
FRS 107 2004
FRS 108
FRS 110
FRS 112 2004
FRS 114 2004
FRS 116
FRS 118 2004
FRS 119 2004
FRS 123 2004
FRS 124
FRS 127
FRS 131
FRS 132
FRS 133
FRS 134 2004
FRS 136
FRS 137 2004
FRS 138
FRS 139
FRS 201 2004
Business Combinations
Non-current Assets Held for Sale and Presentation of Discontinued Operations
Presentation of Financial Statements
Inventories
Cash Flow Statements
Accounting Policies, Changes in Accounting Estimates and Errors
Events After the Balance Sheet Date
Income Taxes
Segment reporting
Revenue
Employee Benefits
Borrowing cost
Related Party Disclosures
Consolidated and Separate Financial Statements
Interests on Joint Ventures
Financial Instruments : Disclosure and Presentation
Earnings Per Share
Interim Financial Reporting
Impairment of Assets
Provisions, Contingent Liabilities and Contingent Assets
Intangible Assets
Financial Instruments : Recognition and Measurement
Property Development Activities
The adoption of FRS 102, 107 2004, 108, 110, 112 2004, 114 2004, 116, 118 2004, 119 2004, 123 2004, 124, 127, 131, 132,
133, 134 2004, 136, 137 2004, 138, 139 and 201 2004 do not have significant financial impact on the Group and the
Company. The principal effects of the changes in accounting policies resulting from the adoption of the other
FRSs are as follows:FRS 3: Business Combinations, FRS 136: Impairment of Assets and FRS 138: Intangible Assets
Under FRS 3, any excess of the Group's interest in the net fair value of acquirees' identifiable assets, liabilities
and contingent liabilities over cost of acquisitions (previously referred to as "negative goodwill"), after
reassessment, is now recognised immediately in the consolidated income statement. In accordance with
transitional provisions of FRS 3, any balance of unamortised negative goodwill as at 1 January 2006 has to be
derecognised with a corresponding increase in retained earnings for that period. As the revised accounting
policy has been applied prospectively, the change has had no impact on amounts reported for financial year
2005 or prior periods.
FRS 5: Non-current Assets Held for Sale and Discontinued Operations
An item is classified as held for sale if its carrying amount will be recovered principally through sale
transaction rather than through continuing use. The assets that are classified as held for sale are measured in
accordance with FRS 5. Immediately before classification as held for sale, the carrying amounts of all the assets
are measured in accordance with applicable FRSs. Then, on initial classification as held for sale, the disposal
group is recognised at the lower of carrying amount and fair value less costs to sell.
FRS 101: Presentation of Financial Statements
The adoption of the revised FRS 101 has affected the presentation of minority interest, share of net after-tax
results of associates and other disclosures. In the consolidated balance sheet, minority interests are now
presented within total equity. In the consolidated income statement, minority interests are presented as an
allocation of the total profit or loss for the period. A similar requirement is also applicable to the statement of
changes in equity. FRS 101 also requires disclosure, on the face of the statement of changes in equity, total
recognised income and expenses for the period, showing separately the amounts attributable to equity
holders of the parent and to minority interest.
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NOTES TO THE FINANCIAL STATEMENTS - 31 DECEMBER 2006 (Cont’d)
4.
(b)
Adoption of Financial Reporting Standards (“FRS”) (Cont’d)
FRS 101: Presentation of Financial Statements (Cont’d)
The current financial year’s presentation of the Group's financial statements is based on the revised
requirements of FRS 101, with the comparatives restated to conform with the current financial year’s
presentation.
The Group and the Company have not adopted the following:(i)
FRSs that are mandatory for financial periods beginning on or after 1 October 2006:- FRS 117 - Leases
- FRS 124 - Related Party Disclosures
(ii)
FRSs and amendments that are mandatory for financial periods beginning on or after 1 January 2007:- FRS 6 - Exploration for and Evaluation of Mineral Resources
FRS 6 is not relevant to the Group’s and Company’s operations.
-
(iii)
(c)
Amendment to FRS 119 2004: Employee Benefits – Actuarial Gains and Losses, Group Plans and
Disclosures
Amendment to FRS 119 2004 is not relevant to the Group’s and Company’s operations.
Deferred FRS 139 - Financial Instruments: Recognition and Measurement.
The Malaysian Accounting Standards Board has yet to announce the effective date of this standard.
Significant Accounting Estimates and Judgements
Estimates, assumptions concerning the future and judgements are made in the preparation of the
financial statements. They affect the application of the Group's accounting policies and reported
amounts of assets, liabilities, income and expenses, and disclosures made. They are assessed on an
on-going basis and are based on experience and relevant factors, including expectations of future
events that are believed to be reasonable under the circumstances.
(i)
Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at the
balance sheet date, that have significant risk of causing a material adjustment to the carrying amounts of
assets and liabilities within the next financial year are discussed below:Income taxes
The Group exposure to income taxes in numerous jurisdictions. Significant judgement is involved in
determining the Group-wide provision for income taxes. There are certain transactions and
computations for which the ultimate tax determination is uncertain during the ordinary course of
business. The Group recognised tax liabilities based on estimates of whether additional taxes will be due.
Where the final tax outcome of these matters is different from the amounts that were initially recognised,
such difference will impact the income tax and deferred tax provisions in the period in which such
determination is made.
Depreciation of property, plant and equipment
Property, plant and equipment are depreciated on a straight-line basis over their useful life.
Management estimated the useful life of these assets to be within 5 to 99 years. Changes in the
expected level of usage and technological developments could impact the economic useful life and
the residual values of these assets, therefore future depreciation charges could be revised.
The Group carried out impairment test based on a variety estimation including the value-in-use of Cash
Generating Unit (“CGU”) to which the replanting expenditure are allocated.
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4.
(c)
Significant Accounting Estimates and Judgements (Cont’d)
(i)
Key sources of estimation uncertainty (Cont’d)
Replanting expenditure (Cont’d)
Estimating the value-in-use requires the Group to make an estimate of the expected future cash flows
from the CGU and also to choose a suitable discount rate in order to calculate the present value of those
cash flows. The carrying amount of the replanting expenditure of the Group as at 31 December 2006 is
RM7,099,645 (2005 : RM6,140,659).
Property development
The Group recognises property development revenue and expenses in the income statement by using the
stage of completion method. The stage of completion is determined by the proportion that property
development costs incurred for work performed to date bear to the estimated total property
development costs.
Significant judgement is required in determining the stage of completion, the extent of the property
development costs incurred, the estimated total property development revenue and costs, as well as the
recoverability of the development projects. In making the judgement, the Group evaluates based on past
experience and by relying on the work of specialists.
The Group carried out impairment review on development project in Alam Mutiara, Mukim Ijok, Kuala
Selangor and Taman Industri Sri Sulong, Batu Pahat based on valuation done by Firdaus & Associates, a
firm of professional valuers, who have adopted the Comparison Method of valuation on 5 June 2006 and
28 June 2006 respectively.
Deferred tax assets
Deferred tax assets are recognised for all unutilised tax losses and unabsorbed capital allowances to the
extent that it is probable that taxable profit will be available against which the losses and capital
allowances can be utilised. Significant management judgement is required to determine by amount of
deferred tax assets that can be recognised based upon the likely timing and level of future taxable
profits together with future tax planning strategies.
(d)
Basis of consolidation
The Group financial statements consolidate the audited financial statements of the Company and all of its
subsidiary companies, which have been prepared in accordance with the Group’s accounting policies.
All intercompany transactions, balances and unrealised gains on transactions between group companies are
eliminated; unrealised losses are also eliminated on consolidation unless cost cannot be recovered.
The financial statements of the Company and its subsidiary companies are all drawn up to the same reporting
date. Acquisition of subsidiary companies is accounted for using the purchase method. The cost of an
acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred
or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets
acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at
their fair values at the acquisition date, irrespective of the extent of any minority interest.
Any excess of the group's interest in the net fair value of the identifiable assets, liabilities and contingent
liabilities over the cost of business combination is recognised as income on the date of acquisition.
Minority interest is measured at the minorities’ share of the post-acquisition fair values of the identifiable
assets and liabilities of the subsidiary companies.
Subsidiary companies are consolidated using the purchase method of accounting from the date on which
control is transferred to the Group and are no longer consolidated from the date that control ceases.
The gain or loss on disposal of a subsidiary company is the difference between net disposal proceeds and the
Group’s share of its net assets together with any unamortised or unimpaired balance of goodwill on
acquisition and exchange differences.
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4.
(e)
Subsidiary company
A subsidiary company is a company in which the Group or the Company has the power to exercise control
over the financial and operating policies so as to obtain benefits therefrom.
Investment in subsidiary companies is stated at cost. Where an indication of impairment exists, the carrying
amount of the subsidiary companies is assessed and written down immediately to their recoverable amount.
(f)
Joint venture
A jointly control operation is an operation in which the Group has joint control over its economic activity
established under a contractual arrangement whereby each venturer uses its own assets and other resources.
Each venturer bears its own costs and takes a share of the revenue from the sale, such share being determined
in accordance with the contractual arrangement.
(g)
Investment
Non-current unquoted investment other than investment in subsidiary companies, associate companies and
jointly controlled entities are shown at cost and allowance is made only where, in the opinion of the Directors,
there is a diminution in value. Diminution in the value of an investment is recognised as an expense in the
period in which the diminution is identified.
On disposal of an investment, the difference between net disposal proceeds and its carrying amount is charged
or credited to the income statement.
(h)
Property, plant and equipment are stated at cost less accumulated depreciation. Freehold land is not
depreciated. The depreciation on property, plant and equipment is computed on the straight line method so
as to write off the cost of each asset over its estimated useful life.
The long term leasehold estates are amortised over the period of the respective leases.
The principal annual depreciation rates used are as follows:Long term leasehold estates
Buildings
Plant and machinery
Motor vehicles
Furniture, equipment and fittings
Renovations and site office buildings
Computer equipments
Over the lease period of 83 to 99 years
10%-20%
10%-25%
20%
5%-20%
10%-50%
20%-25%
Restoration cost relating to an item of property, plant and equipment is capitalised only if such expenditure is
expected to increase the future benefits from the existing property, plant and equipment beyond its
previously assessed standard of performance.
Property, plant and equipment are written down to its recoverable amount if, in the opinion of the Directors,
the amount is less than the carrying value. Recoverable amount is the net selling price of the property, plant
and equipment i.e. the amount receivable from the sale of an asset on an arm’s length transaction basis between
knowledgeable, willing parties, less the costs of disposal.
The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that
the amount, method and period of depreciation are consistent with previous estimates and the expected
pattern of consumption of the future economic benefits embodied in the items of property, plant and
equipment.
An item of property, plant and equipment is derecognised upon disposal or when no future economic
benefits are expected from its use or disposal. Any gain or loss arising on derecognition of the asset is
included in the income statement in the financial year the asset is derecognised.
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4.
(Cont’d)
(i)
Inventories
Inventories are stated at the lower of cost and net realisable value after adequate allowance has been made by
Directors for deteriorated, obsolete and slow-moving inventories.
Cost of crude palm oil and palm kernel is determined using weighted average method which approximates
the actual cost. Cost represents direct materials, direct labour and appropriate production overheads.
Properties held for resale are stated at the lower of cost and net realisable value. Cost is determined on the
specific identification basis and includes cost of land, construction and appropriate development overheads.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
(j)
Property development costs comprise costs associated with the acquisition of land or such portion thereof and
all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to
such activities.
When the outcome of a development activity can be estimated reliably, property development revenue and
expenses are recognised in the income statement by using the stage of completion method. The stage of
completion is determined by the proportion that property development costs incurred for work performed to
date bear to the estimated total property development costs.
When the outcome of a development activity cannot be estimated reliably, property development revenue is
recognised only to the extent of property development costs incurred that is probable will be recoverable, and
property development costs on development units sold are recognised as an expense in the period in which
they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects liability period, is
recognised as an expense immediately.
Property development costs not recognised as an expense are recognised as an asset and is stated at the lower
of cost and net realisable value.
Property development costs are included under non-current asset where no development activities have been
carried out or where development activities are not expected to be completed within the normal operating
cycle. It is stated at cost less any accumulated impairment losses.
(k)
New planting and replanting expenditure
The expenditure on new planting and replanting of a different produce crop incurred up to the time of
maturity is capitalised as plantation development expenditure until the trees attain maturity. Amortisation of
plantation development expenditure commences when the trees attain maturity.
Any other costs related to the development of new plantations are included as part of the capitalisation of
immature planting costs.
Replanting expenditure incurred in respect of the same crop is charged to the income statement in the year in
which it is incurred.
(l)
Assets acquired under hire-purchase and lease agreements
The cost of property, plant and equipment acquired under hire purchase arrangements which transfer
substantially all the risks and rewards of ownership to the Group are capitalised. The depreciation policy on
these assets is similar to that of the Group’s property, plant and equipment depreciation policy. Outstanding
obligation due under hire purchase arrangements after deducting finance expenses are included as liabilities
in the financial statements. Finance charges on hire purchase arrangements are allocated to income statement
over the period of the respective agreements.
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4.
(Cont’d)
(m) 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
financial year end.
(n)
Payables
Payables are stated at cost which is fair value of the consideration to be paid in the future for goods and
services received.
(o)
Cash and cash equivalents
Cash and cash equivalents comprise cash in hand, cash at bank, demand deposits and highly liquid
investments which are readily convertible to known amount of cash and which are subject to an insignificant
risk of changes in value.
(p)
Deferred tax liabilities and assets
Deferred tax liabilities and assets are provided for under the liability method at the current tax rate in respect
of all temporary differences at the balance sheet date between the carrying amount of an asset or liability in the
balance sheet and its tax base including unused tax losses and capital allowances.
A deferred tax asset is recognised only to the extent that it is probable that taxable profit will be available
against which the deductible temporary differences can be utilised. The carrying amount of a deferred tax asset
is reviewed at each balance sheet date. If it is no longer probable that sufficient taxable profit will be available
to allow the benefit of part or all of that deferred tax asset to be utilised, the carrying amount of the deferred
tax asset will be reduced accordingly. When it becomes probable that sufficient taxable profit will be available,
such reductions will be reversed to the extent of the taxable profit.
Deferred tax is 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 tax rates that have been enacted or substantively enacted at the balance sheet
date. 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 in 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.
(q)
Interest-bearing borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received; net off transaction
costs.
(r)
Borrowing costs
Interest costs on borrowings to finance the construction of property, plant and equipment, construction
contracts and property development are capitalised as part of the cost of those assets during the period of time
that is required to complete and prepare the assets for its intended use.
All other borrowing costs are recognised as an expense in the income statement in the period in which they are
incurred.
(s)
Revenue recognition
Revenue from sale of goods is recognised when the goods are delivered.
Profit from sale of development properties is recognised based on the percentage of completion method in
respect of units sold. Any foreseeable losses are recognised in advance of completion to the extent
determinable.
Income from investments is included in the income statement when the right to receive has been established.
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4.
(Cont’d)
(t)
Provisions
Provisions are recognised when there is a present obligation legal or constructive, as a result of a past event,
when it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation.
Provisions are reviewed at each balance sheet date and adjusted to reflect the current best estimate. Where
the effect of the time of money is material, the amount of provision is the present value of the expenditure
expected to be required to settle the obligation.
(u)
Employee benefits
(i)
Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in
which the associated services are rendered by employees of the Group. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered by
employees that increase their entitlement to future compensated absences, and short term
non-accumulating compensated absences such as sick leave are recognised when the absences occur.
(ii)
Defined contribution plan
The Group’s contribution plans are charged to the income statement in the period to which they relate.
(v)
Financial instruments
Financial instruments carried on the balance sheet include cash and bank balances, investments, receivables,
payables and borrowings. The particular recognition methods adopted are disclosed in the individual
accounting policy statements associated with each item.
Financial instruments are offset when the Group and the Company has legally enforceable right to set off the
recognised amounts and intends either to settle on a net basis, or to realise the asset and settle the liability
simultaneously.
(w)
Impairment of assets
At each balance sheet date, the Group and the Company reviews the carrying amounts of its assets to
determine whether there is any indication of impairment.
If any such indication exists, or when annual impairment testing for an asset is required, the recoverable
amount is estimated and an impairment loss is recognised whenever the recoverable amount of the asset or a
cash-generating unit is less than its carrying amount. Recoverable amount is the higher of an asset’s or
cash-generating unit’s fair value less costs to sell and its value in use.
In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax
discount rate that reflects current market assessments of the time value of money and the risks specific to the
asset.
An impairment loss is recognised as an expense in the income statement immediately.
An assessment is made at each balance sheet date as to whether there is any indication that previously
recognised impairment losses for an asset other than goodwill may no longer exist or may have decreased. If
such indication exists, the recoverable amount is estimated. A previously recognised impairment loss is
reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount.
That increased amount cannot exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years.
All reversals of impairment losses are recognised as income immediately in the income statement.
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4.
(Cont’d)
(x)
Segmental results
Segment revenues and expenses are those directly attributable to the segments and include any joint revenue
and expenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment
and consist principally of cash, receivables, inventories and property, plant and equipment, net of allowance
and accumulated depreciation and amortisation. The majority of the segment assets can be directly attributed
to the segments on a reasonable basis. Segment assets and liabilities do not include deferred income taxes,
income tax assets and liabilities.
(y)
Intersegment transfers
Segment revenues, expenses and results include transfers between segments. The prices charged on
intersegment transactions are the same as those charged for similar goods to parties outside of the economic
entity at arm’s length. These transfers are eliminated on consolidation.
(z)
Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally through
a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is
highly probable and the asset is available for immediate sale in its present condition subject only to terms that
are usual and customary.
Immediately before classification as held for sale, the measurement of the non-current assets is brought
up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets
(other than investment properties, deferred tax assets, employee benefits assets, financial assets and
inventories) are measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less
costs to sell. Any differences are included in profit or loss.
(aa) Convertible instruments
Convertible instruments are regarded as compound instruments, consisting of a liability component and
equity component. At the date of issue, the fair value of the liability component is estimated using the
prevailing market interest rate for a similar non-convertible instruments and the fair value assigned to the
liability component, representing the conversion option is included in the shareholders’ equity. The liability
component is subsequently stated at amortised cost using the effective interest rate method until extinguished
on conversion whilst the value of the equity component is not adjusted in subsequent periods. Attributable
transaction costs are apportioned and deductible directly from the liability and equity component based on
their carrying amounts at the date of issue.
Under the effective interest rate method, the interest expense on the liability component is calculated by
applying the prevailing market interest rate for a similar non-convertible instruments to the instrument. The
difference between this amount and the interest paid is added to the carrying value of the convertible
instruments.
(ab) Dividends
Dividends on ordinary shares are accounted for in shareholders’ equity as an appropriation of
unappropriated profit in the period on which they are declared.
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5.
(Cont’d)
SHARE CAPITAL
Group and Company
2006
RM’000
2005
RM’000
1,000,000
1,000,000
Brought forward
408,063
36,778
99
324,897
82,564
602
Carried forward
444,940
408,063
Authorised:Ordinary shares of RM1 each
Issued and fully paid:Ordinary shares of RM1 each
6.
3.5% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2003/2006 (“ICULS”) AND 3.5%
REDEEMABLE CONVERTIBLE SECURED LOAN STOCKS 2003/2006 (“RCSLS”)
The ICULS and RCSLS were issued as follows:Group and Company
2005
2006
RM’000
RM’000
2006
RM’000
Issued pursuant to
ICULS
2005
RM’000
RCSLS
Debt compromise of FVP Group
Acquisition of Everange Group
Settlement of debts to certain
creditors of Everange Group
17,425
11,696
17,425
11,696
92,788
-
92,778
-
140,000
140,000
-
-
Total
169,121
169,121
92,788
92,778
Brought forward
Converted during the financial year
36,778
(36,778)
119,342
(82,564)
79,049
(99)
79,651
(602)
36,778
78,950
79,049
14,407
(9,968)
-
9,543
(12)
(9,531)
Carried forward
-
Analyse into:Equity component
Brought forward
Conversion into ordinary shares
Transfer to liability component
Carried forward
4,439
(4,439)
-
4,439
-
9,616
(73)
9,543
Liability component
Brought forward
Conversion into ordinary shares
Transfer from equity component
Carried forward
32,339
(32,339)
-
46
104,935
(72,596)
-
69,506
(87)
9,531
70,035
(529)
-
32,339
78,950
69,506
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6.
(Cont’d)
3.5% IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS 2003/2006 (“ICULS”) AND 3.5%
REDEEMABLE CONVERTIBLE SECURED LOAN STOCKS 2003/2006 (“RCSLS”) (Cont’d)
On 5 November 2003, the Company issued and allotted RM169,121,000 nominal value of 3.5% ICULS 2003/2006
and RM92,777,477 nominal value of 3.5% RCSLS 2003/2006.
The salient features of the ICULS and the RCSLS are as follows:(i)
Conversion price
The conversion of each ICULS and RCSLS into ordinary shares is at a conversion price of RM1.00 each.
(ii)
Conversion period
The ICULS and the RCSLS can be converted into new ordinary shares at the option of the holder from the
date of issuance of the RCSLS and the date of listing of the ICULS up to but excluding the maturity date,
which is three (3) years from the date of issue.
(iii) Redeemability
ICULS
-
It is not redeemable for cash. Unless previously converted, all outstanding ICULS will be
mandatory converted into new ordinary shares at the conversion price at the maturity date of
the ICULS.
RCSLS
-
It is fully redeemable at the maturity date of the RCSLS for cash at RM1.00 for each RCSLS.
(iv) Coupon Rate
The ICULS and the RCSLS bear a coupon rate of 3.5% per annum and payable annually in arrears by cash.
(v)
Security
The RCSLS are secured against certain property, plant and equipment and development land of certain
subsidiary companies as disclosed in Notes 11 and 15 to the financial statements.
On issuance of the ICULS and the RCSLS which contain both liability and equity element, the fair value of
the liability portion is determined using a market interest rate for an equivalent financial instrument and the
Company is using 8.2% per annum as the discounting factor. These amounts are carried as liability until
extinguished on conversion or maturity of the ICULS and RCSLS. The remaining proceeds are allocated to
the conversion option which is recognised and included in shareholders’ equity.
The ICULS were issued on 5 November 2003 and listed on Bursa Malaysia Securities Berhad on 18 November 2003.
The ICULS and RCSLS were matured during the financial year.
7.
RESERVE ON CONSOLIDATION
Group
Brought forward/Carried forward
Effect from adoption of FRS 3
2006
RM’000
2005
RM’000
196,219
(196,219)
196,219
-
-
196,219
The reserve on consolidation has been adjusted to accumulated loss during the financial year to comply with the
transitional provision of FRS 3.
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8.
(Cont’d)
BORROWINGS
Group
Secured:Term loan I
Term loan II
Term loan III
Term loan IV
Revolving credit
Bridging loan
Bank overdrafts
Amount payable within 1 year
Amount payable after 1 year
2006
RM’000
2005
RM’000
32,500
59,936
6,000
8,850
2,511
4,438
509
32,500
59,936
6,000
5,755
2,511
4,438
495
114,744
111,635
105,894
8,850
105,880
5,755
114,744
111,635
Term loan I
The term loan is secured against:(i)
First party first legal charges over certain parcels of the land as disclosed in Note 15 to the financial
statements (“subject securities”);
(ii) A limited debenture over the subject securities;
(iii) Assignment of debts from a third party;
(iv) Joint and several guarantees by a Director of the Company and a person connected to this Director; and
(v) Corporate guarantee from a subsidiary company.
The tenure of the facility will be due in the financial year 2010, however, there is no principal payment made
during the financial year.
Interest rate for the term loan is charged at 2.5% (2005: 2.5%) per annum above the financial institution’s base
lending rate.
Term loan II
Third party first, second, third, fourth and fifth legal charges over 2 pieces of development land as disclosed
in Note 15 to the financial statements;
(ii) Corporate guarantee from a subsidiary company; and
(iii) Joint and several guarantees by a Director of the Company and a person connected to this Director.
The term loan is repayable by 20 quarterly instalments of RM4.0 million each.
Interest rate for the term loan is charged at 2% (2005: 2%) per annum above the bank’s cost of fund.
Term loan III
(ii)
First legal charge over a parcel of land as disclosed in Note 15 to the financial statements; and
Personal guarantee by a Director of the Company and a person connected to this Director.
The term loan is due for settlement since the financial year ended 2005.
Interest rate for the term loan is charged at 1.5% (2005: 1.5%) per month.
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8.
(Cont’d)
BORROWINGS (Cont’d)
Term loan IV
(ii)
Third party first legal charge over a piece of land as disclosed in Note 15 to the financial statements; and
Corporate guarantee by the Company.
Interest is charged at the rate of 2% (2005: 2%) per annum above the Base Lending Rate and repayment is made by
way of 72 monthly instalments commencing on the 49th months from the date of the first drawndown.
Revolving credit and bridging loan
These facilities are secured against:(i)
Debenture incorporating first fixed and floating charge over all existing and future assets of a subsidiary
company;
(ii) Third party first legal charge against the project land of a third party;
(iii) Joint and several guarantee by a Director of the Company and a person connected to this Director;
(iv) Irrevocable deed of assignment of all sales and end finance proceeds from the project with Power of Attorney
clause incorporated in the assignment; and
(v) Assignment of rental from third party’s 7-storey commercial complex (restaurant, cineplex, amusement center
and carparks) amounting to an equivalent to monthly interest portion/repayment if applicable.
These facilities bear interest at the rate of 2.4% (2005: 1.5%) per annum above the lender’s base lending rate and are
repayable in 36 months from 1 January 2003 by way of one (1) bullet payment upon maturity of the facilities.
Bank overdrafts
The bank overdrafts are secured against:(i)
Third party first legal charge over a parcel of development land belonging to a third party;
(ii) Letter of guarantee and indemnity jointly and severally by a Director and a third party; and
(iii) Joint and severally guarantee by a person connected to a Director of the Company.
Interest is charged at rates ranging from 2% (2005: 2%) per annum above the bank’s base lending rate on a daily basis
with monthly rest at 8.75% (2005: 8.75%) per annum.
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9.
DEFERRED TAXATION
Group
2006
RM’000
2005
RM’000
Brought forward
Transfer to income statement
136,538
(189)
137,278
(740)
Carried forward
136,349
136,538
The tax effects of the excess of property, plant and equipment’s and
property development cost’s carrying amounts over its tax base
136,349
136,538
The tax effects of timing differences that would give rise to future tax benefits are generally recognised where there
is a reasonable expectation of realisation. The estimated amounts of deferred taxation benefits calculated at current
tax rate, that have not been recognised in the Group financial statements, are as follows:Group
2006
RM’000
2005
RM’000
Tax effects of timing differences in respect of excess of carrying amounts
of property, plant and equipment over its tax base
Tax effects of unabsorbed capital allowances
Tax effects of unutilised tax losses
107
(49)
(32,233)
86
(28)
(27,902)
Deferred tax assets
(32,175)
(27,844)
The potential of future tax benefits of the Group are not provided for in the financial statements as it is anticipated
that the tax effects of such benefits will not reverse in the foreseeable future.
10. HIRE PURCHASE CREDITORS
Group
2006
RM’000
2005
RM’000
Less: Interest-in-suspense
642
(81)
1,267
(172)
Present value of hire purchase creditors
561
1,095
Present value of hire purchase creditors
- within 1 year
- after 1 year but not later than 5 years
336
225
497
598
561
1,095
The amount payable within 1 year has been included in other payables as disclosed in Note 21 to the financial
statements.
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11. PROPERTY, PLANT AND EQUIPMENT
Group
Land and
buildings
RM’000
Plant and
machinery
RM’000
Motor
vehicles
RM’000
Office
equipment,
furniture,
fittings and
renovations
RM’000
Total
2006
RM’000
Total
2005
RM’000
Cost
Brought forward
Additions
Disposals
Transfer to assets held for sale
Written off
Transfer
Carried forward
73,087
(603)
(45,967)
-
11,696
63
-
3,597
494
(729)
(321)
-
1,968
13
(10)
(40)
-
90,348
570
(1,342)
(46,328)
-
90,008
616
(241)
(23)
(12)
26,517
11,759
3,041
1,931
43,248
90,348
Accumulated depreciation
Brought forward
Charge for the financial year
Disposals
Written off
Transfer
4,691
224
(603)
(1,291)
-
7,585
419
-
1,933
604
(396)
(157)
-
1,095
227
(8)
(14)
-
15,304
1,474
(1,007)
(1,462)
-
14,080
1,480
(230)
(19)
(7)
Carried forward
3,021
8,004
1,984
1,300
14,309
15,304
2006
23,496
3,755
1,057
631
28,939
-
2005
68,396
4,111
1,664
873
-
75,044
315
463
471
231
-
1,480
Total
2006
RM’000
Total
2005
RM’000
Net carrying amount
Depreciation charged for the
financial year ended
31 December 2005
Analysis of land and buildings :Group
Cost
Brought forward
Additions
Disposals
Carried forward
Freehold
land and
estate
RM’000
Long
leasehold
estate
RM’000
Building
RM’000
54,525
(36,000)
14,986
(9,967)
3,576
(603)
-
73,087
(603)
(45,967)
73,073
14
-
18,525
5,019
2,973
26,517
73,087
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11. PROPERTY, PLANT AND EQUIPMENT (Cont’d)
Analysis of land and buildings (Cont’d) :Group
Cost
Freehold
land and
estate
RM’000
Long
leasehold
estate
RM’000
Building
RM’000
Total
2006
RM’000
Total
2005
RM’000
Accumulated depreciation
Brought forward
Charge for the financial year
Disposals
-
Carried forward
-
2006
2005
1,714
179
(1,291)
2,977
45
(603)
-
4,691
224
(603)
(1,291)
4,376
315
-
602
2,419
3,021
4,691
18,525
4,417
554
23,496
-
54,525
13,272
599
-
68,396
-
199
116
-
315
Net carrying amount
Depreciation charged for the financial year
ended 31 December 2005
The management of the Group carried out a review of the recoverable amount of its land and buildings and plant
and machinery during the financial year. The review did not lead to any recognition of impairment loss.
The recoverable amount was based on a valuation done by Firdaus & Associates, a firm of professional valuers, who
have adopted the Comparison Method of valuation on land and buildings and Depreciated Replacement Value
Method of valuation on plant and machinery during the financial year.
The Comparison Method is comparing the subject property with comparable properties which have been sold or are
being offered for sale and making adjustments for factors which affect value such as location and accessibility,
market conditions, size, shape and terrain of land, tenurial interest, restrictions in title (if any), occupancy status,
built-up area, building construction, finishes, services, age and condition of the building and other relevant
characteristics.
The Depreciated Replacement Value Method is defined as an estimate of the current market cost of the plant and
machinery in its existing use less allowances for functional deterioration and all relevant forms of other physical and
economic obsolescence.
The net carrying amount of property, plant and equipment of the Group which are under hire purchase arrangement
amounted to RM641,653 (2005: RM1,267,631).
The entire land, building and estate of the Group have been pledged as securities for the 3.5% RCSLS 2003/2006
issued by the Company.
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12. REPLANTING EXPENDITURE (Cont’d)
Group
Brought forward
Add: Replanting cost incurred during the financial year
Less: Transfer to assets held for sale
Carried forward
2006
RM’000
2005
RM’000
6,141
2,654
(1,695)
2,489
3,652
-
7,100
6,141
The replanting expenditure represents pre-cropping costs.
The management of the Company carried out a review of the recoverable amount of its replanting expenditure
during the financial year. The review did not lead to any recognition of impairment loss.
The recoverable amount was based on value-in-use and was determined at the cash generating unit (“CGU”). In
determining value-in-use for the CGU, cash flows were discounted at a rate of 8% on a pre-tax basis.
13. INVESTMENT IN SUBSIDIARY COMPANIES
Company
Unquoted shares, at cost
2006
RM’000
2005
RM’000
170,514
170,514
The particulars of the subsidiary companies are as follows :-
Name of company
Place of
incorporation
Citra Tani Sdn. Bhd.
Malaysia
100
-
Everange Sdn. Bhd. (“Everange”)
Malaysia
100
100
Fountain View Land Sdn. Bhd.
(“FVL”)
Malaysia
100
-
Fountain View Plantation
Sdn. Bhd. (“FVP”)
Malaysia
100
100
Invescor Ventures Sdn. Bhd.
(“Invescor”) *#
Malaysia
100
-
53
Effective interest
2006
2005
%
%
Principal activities
Property development,
currently dormant
Investment holding company
Property development and
operation of oil palm
Investment holding and the
operation of oil palm estates
Under receivership
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13. INVESTMENT IN SUBSIDIARY COMPANIES (Cont’d)
Name of company
Place of
incorporation
Effective interest
2006
2005
%
%
Principal activities
Subsidiary companies of Everange
Bentayan Holdings Sdn. Bhd.
Malaysia
100
100
Investment holding
Fountain View Realty Sdn. Bhd.
Malaysia
100
100
Construction
Bentayan Properties Sdn. Bhd. @
Malaysia
100
100
Investment holding
Mujur Zaman Sdn. Bhd. ±
Malaysia
100
100
MZ Development Sdn. Bhd. _
Malaysia
100
100
Extrogold Sdn. Bhd.
Malaysia
100
100
Not commenced business
operation
Cantuman Sdn. Bhd.
Malaysia
61.2
-
currently dormant
Tulin Megah Sdn. Bhd.
Malaysia
100
-
currently dormant
Kahang Palm Oil Mill Sdn. Bhd.
Malaysia
100
100
Production of crude palm oil
and palm kernel
Citra Tani Sdn. Bhd.
Malaysia
-
100
currently dormant
Fountain View Land Sdn. Bhd.
Malaysia
-
100
Property development and
operation of oil palm
Cantuman Sdn. Bhd. +
Malaysia
-
61.2
currently dormant
Tulin Megah Sdn. Bhd. +
Malaysia
-
100
currently dormant
Subsidiary companies of FVL
Subsidiary companies of FVP
@ Subsidiary company of Bentayan Holdings Sdn. Bhd.
±
Subsidiary company of Bentayan Properties Sdn. Bhd.
_
Subsidiary companies of Mujur Zaman Sdn. Bhd.
+ Subsidiary companies of Fountain View Land Sdn. Bhd.
* # Invescor Ventures Sdn. Bhd. was placed under receivership and liquidation, as a result, the Company is
unable to exercise management control over the subsidiary company and its group of companies.
The amount due from/(to) subsidiary companies is unsecured, bears no interest and no scheme of repayment has
been arranged except for an amount due from subsidiary companies of RM250,202,477 (2005: RM250,202,477) which
bears interest at the rate of 3.5% (2005: 3.5%) per annum and default interest at the rate of 1% (2005:Nil) per annum.
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14. UNQUOTED INVESTMENT
Group
2006
RM’000
Unquoted shares in Malaysia, at cost
Less: Allowance for diminution in value
Disposal of investments
2005
RM’000
18,840
(18,840)
-
20,870
(18,840)
(2,030)
-
-
15. PROPERTY DEVELOPMENT COST
Property development costs comprise of the following :-
Freehold and leasehold land, at cost
Development costs
Add: Development costs incurred during the financial year
Less: Overprovision in prior year
Group
2006
RM’000
2005
RM’000
792,048
237,234
15,886
-
774,548
208,016
29,304
(86)
1,045,168
19,770
(58,417)
1,011,782
17,500
(58,417)
(87,527)
(18,015)
(64,489)
(23,038)
900,979
883,338
Current assets
201,764
202,894
Non-current assets
699,215
680,444
900,979
883,338
Add: Acquisition of land
Less: Impairment losses
Cost recognised as an expenses in income statement
- Previous financial year
- Current financial year
The property development costs was under impairment review in 2002 by a firm of professional valuers and the
impairment results have been adjusted in the financial statements for the financial year ended 31 December 2002.
The management of the Company had carried out a review of the recoverable amount of its property development
costs during the financial year. The review did not lead to any recognition of impairment loss.
The recoverable amount was based on a valuation done by Firdaus & Associates, a firm of professional valuers, who
have adopted the Comparison Method of valuation on 5 June 2006 and 28 June 2006.
The Comparison Method is comparing the subject property with comparable properties which have been sold or are
being offered for sale and making adjustments for factors which affect value such as location and accessibility,
market conditions, size, shape and terrain of land, tenurial interest, restrictions in title (if any), occupancy status,
built-up area, building construction, finishes, services, age and condition of the building and other relevant
characteristics.
Leasehold lands represent alienation and compensation cost.
The freehold land with a cost of RM7,564,352 (2005: RM7,564,352) is pledged as security for the 3.5% Redeemable
Convertible Secured Loan Stocks 2003/2006 issued by the Company.
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15. PROPERTY DEVELOPMENT COST (Cont’d)
A piece of leasehold land with cost of RM65,665,634 (2005: RM65,665,634) are secured against the other payables as
disclosed in Note 21 to the financial statements.
Certain parcels of the leasehold land with cost of RM245,642,806 (2005: RM245,642,806) are secured against the term
loans as disclosed in Note 8 to the financial statements.
Certain parcels of the leasehold land with cost of RM185,176,443 (2005: RM185,176,443) are secured against banking
facilities granted by a licensed bank.
A parcel of the leasehold land which was acquired during the financial year with cost of RM19,770,000 (2005: Nil) is
secured against banking facilities and to be redeemed by the vendor.
The following items are included in the development expenditure during the financial year:Group
2006
RM’000
Compensation for late delivery
Interest expenses
Depreciation
Rental of office premises
Staff costs
Interest income
14,791
46
125
435
-
2005
RM’000
11,519
12,817
43
158
865
(2,793)
16. DEPOSITS WITH LICENSED FINANCIAL INSTITUTIONS
Group – Non-current assets
Fixed deposits with a licensed bank have been pledged for a bank guarantee facility granted to a subsidiary
company.
Group – Current assets
Fixed deposits with licensed financial institutions with amounts of :(i)
RM56,155 (2005: RM56,155) are pledged for bank guarantee facilities granted to a subsidiary company;
(ii)
RM63,000 (2005: RM63,000) are pledged to local authorities for infrastructure works performed by a
subsidiary company; and
(iii)
RM53,600 (2005: RM53,600) are pledged to a company for sewerage works performed by a subsidiary
company.
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17. INVENTORIES
Group
At cost:Crude palm oil
Palm Kernel
Chemicals and fertilizers
Diesel, spare parts and other consumables
Oil palm seedlings
At net realisable value:Residential houses
2006
RM’000
2005
RM’000
1,265
220
91
161
273
219
33
117
183
256
2,010
808
1,150
1,150
3,160
1,958
The land titles for all 10 (2005: 10) units of the residential houses are registered under the name of a third party and
are held in trust by the third party on behalf of a subsidiary company.
18. TRADE RECEIVABLES
Group
2006
RM’000
Trade receivables
Less: Allowance for doubtful debts
2005
RM’000
13,309
(6,469)
19,457
(7,328)
6,840
12,129
19. OTHER RECEIVABLES
Group
2006
RM’000
Other receivables
Less: Allowance for doubtful debts
Company
2005
RM’000
2006
RM’000
2005
RM’000
90,339
(56,059)
88,489
(57,221)
-
1
-
34,280
31,268
-
1
2
8,857
535
76
23,626
1,184
2
5,121
504
903
23,692
1,046
-
1
-
34,280
31,268
-
1
Analyse into :Accrual income
Advances to contractors/third parties
Advances to consultants
Non-trade receivables
Prepayments
Deposits
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20. ASSETS HELD FOR SALE
Group
2006
RM’000
2005
RM’000
Transfer from property, plant and equipment
Transfer from replanting expenditure
44,866
1,695
-
Net carrying amount
46,561
-
On 17 October 2006 and on 7 December 2006, a subsidiary company had entered into a Sale and Purchase Agreement
(“SPA”) with Jeng Huat (Bahau) Realty Sdn. Bhd. to dispose 4 parcels of land held under Mukim Sabai, Daerah
Bentong, Pahang and other assets in the Sabai Estate and, with Bintang Rasa Sdn. Bhd. to dispose 13 parcels of land
held under District of Lahat Datu and District of Kunak, Ulu Tingkayu, Sabah for a total consideration of
RM56,850,000 and RM17,000,000 respectively. The land disposal would allow the holding company to unlock the
value of its investment in the property and provide it with the additional funding required to finance the
redemption of its outstanding 3.5% Redeemable Convertible Secured Loan Stocks 2003/2006 (“RCSLS”) and for
working capital purposes.
The disposals are expected to be completed three months after the signing of the SPA. In the event of a delay in the
completion period, extension is granted for a further period as the parties may mutually agree upon in writting. As
at 31 December 2006, the disposal assets have been presented in the balance sheet as assets held for sale in the
consolidated balance sheet.
Included in property, plant and equipment transferred as assets held for sale are motor vehicles with net carrying
amount of RM106,684 (2005: Nil) which are under hire purchase arrangements.
Included in the assets held for sale are the land and buildings of a subsidiary company with the net carrying amount
of RM44,656,059 have been pledged as security for the 3.5% Redeemable Convertible Secured Loan Stocks 2003/2006
issue by the Company.
21. OTHER PAYABLES
Details of other payables of the Group and the Company are as follows:Group
Accrual of expenses
Accrual of tax penalty
Amount due to a person connected to a Director
Amount due to a company in which certain
Directors have interest
Interests payable
Non-trade payables
Deposit received
Quit rent payable
Company
2006
2005
RM’000
RM’000
2006
RM’000
2005
RM’000
3,963
5,571
-
1,547
5,115
426
3,579
-
876
-
336
21,051
19,809
26,837
4,871
2,859
152
497
10,442
11,283
12,143
372
2,648
194
-
358
-
85,297
44,625
3,773
1,234
Included in other payables is an amount of RM761,865 (2005: RM7,410,182) which is secured against certain parcels
of the leasehold land of a subsidiary company as disclosed in Note 15 to the financial statements, bears an interest
rate of 12% (2005: 12%) per annum and no fixed term of repayment has been arranged.
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22. AMOUNT DUE TO A DIRECTOR
The amount due to a Director is unsecured, bears no interest and no scheme of repayment has been arranged.
23. REVENUE
Group
Plantation
2006
RM’000
2005
RM’000
5,151
52,930
17,024
51,877
58,081
68,901
24. COST OF SALES
Group
Plantation
2006
RM’000
2005
RM’000
18,015
45,144
23,038
37,456
63,159
60,494
Included in the property development costs charged is an amount of compensation payable for late delivery which
amounted to RM14,693,521 (2005: RM11,519,304).
25. LOSS BEFORE TAXATION
Loss before taxation is determined after deducting/(crediting) amongst other items the following:Group
Audit fee
- statutory
- underprovision in prior year
- others
Allowance for doubtful debts
Bad debts written off
Depreciation
Directors’ remuneration
- fee
- other emoluments
Interest expenses
- borrowings
- hire purchase
- ICULS
- RCSLS
- charged by other payables
Loss on disposal of other investments
Property, plant and equipment written off
Rental of office
Rental of premises
Car rental income
Gain on disposal of property, plant and equipment
59
Company
2006
2005
RM’000
RM’000
2006
RM’000
2005
RM’000
81
15
267
20
14,791
1,428
81
1
26
63,922
11,519
1,437
15
15
-
15
12
-
152
1,409
82
1,729
98
18
82
17
12,049
91
944
2,630
348
761
2
(800)
984
86
756
2,437
30
4
32
161
(144)
(26)
944
2,630
-
756
2,437
-
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25. LOSS BEFORE TAXATION (Cont’d)
Loss before taxation is determined after deducting/(crediting) amongst other items the following (cont’d):Group
Interest income on
- late payment
- fixed deposits
- subsidiary companies
- HDA
Allowance for doubtful debts no longer required
Rental income
2006
RM’000
2005
RM’000
(9)
(33)
(2,288)
(1,224)
(39)
(3)
(1,123)
Company
2006
2005
RM’000
RM’000
(3,509)
-
(3,094)
-
26. TAXATION
Group
Provision for current financial year
Overprovision in prior year
Tax penalty
Transfer to deferred taxation
2006
RM’000
2005
RM’000
553
374
(189)
526
(133)
2,346
(740)
738
1,999
There is no provision for taxation for the Company as the Company has no chargeable income. A reconciliation of
income tax expense applicable to loss before taxation at the statutory tax rate to the income tax expense at the
effective tax rate of the Group is as follows:Group
Taxation at Malaysia statutory tax rate of 28%
2006
RM’000
2005
RM’000
(24,896)
(66,490)
(6,971)
(18,617)
49
(5)
7,552
(28)
(233)
374
-
18,787
738
1,999
Tax effects in respect of:Expenses not deductible for tax purposes
Non taxable income
Deferred tax assets not recongnised
Losses of subsidiary companies not allowable for Group relief
Utilisation of reinvestment allowances
Overprovision in prior year
Utilisation of unabsorbed tax losses
Tax penalty
Underprovision of deferred tax liability in prior years
Effective tax expenses
1,672
525
(56)
(133)
(1,969)
2,346
(556)
The provision for taxation of the Group for the current financial year has been determined by applying the
Malaysian statutory tax rate on the subsidiary companies’ chargeable income. The Group’s unutilised capital
allowances and unabsorbed business losses which can be carried forward to offset against future taxable profit
amounted to approximately RM175,400 (2005: RM95,700) and RM115,117,000 (2005: RM99,697,000) respectively.
However, the above amounts are subject to approval by the Inland Revenue Board of Malaysia.
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27. LOSS PER SHARE
(a)
Basic
The basic earnings per share for the financial year has been calculated based on the Group’s loss after taxation
and minority interests of RM25.633 million (2005: RM68.488 million) and the weighted average ordinary shares
in issue during the financial year of 387,711,942 (2005: 382,101,620).
(b)
Fully diluted
The fully diluted loss per share for the current financial year is not shown as the effect is antidilutive.
28. CONTINGENT LIABILITIES AND MATERIAL LITIGATION
Group
Compensation of liquidated and ascertained damages
(a)
2006
RM’000
2005
RM’000
283
540
There is a winding-up petition submitted by Terus Maju Industrial Hardware Sdn. Bhd. against the Company
as the corporate guarantor of its subsidiary, MZ Development Sdn. Bhd. (“MZD”) for the recovery of an
outstanding amounted to RM255,254.
The Company and MZD filed Defence on 18 November 2005 and the Company counterclaims the petitioners
for the sum of RM1,000,000 and cost.
The above litigation has not concluded. The court has on 20 April 2007 dismissed the application to set as aside
the Judgement and Order. The Company is in the midst of appealing.
(b)
There is a claim from a purchaser of a subsidiary company, Fountain View Land Sdn. Bhd. for late delivery.
Summary judgement granted and is in the midst of appealing.
29. SIGNIFICANT EVENTS
(a)
The ICULS and RCSLS were matured during the financial year. The company has defaulted on the
redemption of RCSLS and the payment of interest. However, the Company has granted a standstill agreement
from the majority bond holders to settle by September 2007.
(b)
A Director of the Company is requested by Bursa Malaysia Securities Berhad on 28 March 2007 to restitute a
sum of RM27.989 million which has been provided the allowance for doubtful debt in the other receivables.
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30. SEGMENTAL REPORTING - GROUP
(a) Business Segments
Plantation
RM’000
Property
development
RM’000
Investment
RM’000
External revenue
Inter-segment sales
52,930
2,378
5,151
-
-
(2,378)
58,081
-
External revenue
55,308
5,151
-
(2,378)
58,081
(23,886)
(17,811)
3,020
29,685
(8,992)
176
Loss from operations
Finance costs
(2,130)
(13,886)
(3,574)
3,510
(8,816)
(16,080)
Taxation
(604)
(134)
-
-
(24,896)
(738)
Elimination
RM’000
Consolidated
RM’000
2006
REVENUE
RESULTS
Segment operating results
Unallocated corporate expenses
(25,634)
Loss to equity holders
Minority interests
(25,633)
(1)
(25,634)
OTHER INFORMATION
Segment assets
Unallocated corporate assets
Tax recoverable
42,983
991,775
138
(4,099)
Total consolidated assets
Segment liabilities
Unallocated corporate liabilities
Tax payable
Deferred tax liabilities
1,030,864
8,012
194,089
82,748
-
584
307
24,031
136,042
-
-
Total consolidated liabilities
Capital expenditure on property,
plant and equipment
Depreciation
1,030,797
27
40
284,849
10,027
24,615
136,349
455,840
570
882
592
62
-
-
570
1,474
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30. SEGMENTAL REPORTING - GROUP (Cont’d)
(a) Business Segments (Cont’d)
Plantation
RM’000
Property
development
RM’000
Investment
RM’000
55,661
17,024
-
(3,784)
68,901
12,241
(42,629)
(28,624)
(324)
(59,336)
(2,604)
(1,715)
(1,887)
(3,193)
2,510
Elimination
RM’000
Consolidated
RM’000
2005
REVENUE
External revenue
RESULTS
Segment operating results
Unallocated corporate expenses
Loss from operations
Finance costs
Non-operating items
Taxation
194
(61,940)
(4,285)
(265)
(66,490)
(1,999)
(2,193)
(68,489)
Loss to equity holders
Minority interests
(68,488)
(1)
(68,489)
OTHER INFORMATION
Segment assets
Unallocated corporate assets
Tax recoverable
84,681
931,468
158
(4,098)
Total consolidated assets
Segment liabilities
Unallocated corporate liabilities
Tax payable
Deferred tax liabilities
1,012,257
3,023
419
255
159,583
24,031
136,283
103,410
-
-
Total consolidated liabilities
Capital expenditure on property,
plant and equipment
Depreciation
Non-cash expenses other than
depreciation
1,012,209
8
40
266,016
7,080
24,450
136,538
434,084
616
871
609
-
-
616
1,480
8
-
-
-
8
(b) Geographical
No geographical segments have been prepared as the Group principally operates in Malaysia.
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31. FINANCIAL INSTRUMENTS
(a)
Interest rate risk
In respect of interest-earning financial assets and interest-bearing financial liabilities, the effective interest rates
are as follows:-
Group
Less than
1 year
RM ‘000
1 to 5
years
RM ‘000
Total
RM ‘000
Effective interest
rates/borrowing
costs during the
financial year
%
1,889
121
2,010
3.70 – 4.00
78,950
105,894
336
8,850
225
78,950
114,744
561
3.50
6.66 – 8.40
3.25 – 10.96
889
113
1,002
3.70 - 4.00
32,339
69,506
105,880
497
5,755
598
32,339
69,506
111,635
1,095
3.50
3.50
6.66 - 8.40
3.25 - 10.96
250,202
-
250,202
3.50
78,950
-
78,950
3.50
250,202
-
250,202
3.50
32,339
69,506
-
32,339
69,506
3.50
3.50
2006
Financial asset
Financial liabilities
RCSLS
Borrowings
2005
Financial asset
ICULS
RCSLS
Borrowings
Company
2006
Financial asset
RCSLS
2005
Financial asset
ICULS
RCSLS
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31. FINANCIAL INSTRUMENTS (Cont’d)
(b)
Credit risk
The maximum credit risk associated with recognised financial assets is the carrying amounts shown in the
balance sheet.
The Group has significant concentrations of credit risk with the following parties:2006
69% of other receivables at the balance sheet date was due from a local authority.
2005
75% of other receivables at the balance sheet date was due from a local authority.
(c)
Fair values
The carrying amounts of financial assets and liabilities of the Group and of the Company at the balance sheet
date approximated their fair values except as set out below:Group and Company
2006
Unquoted investments
Unquoted share in subsidiary companies
Other investments
ICULS
RCSLS
Carrying
amount
RM’000
170,514
78,950
2005
Fair
value
RM’000
*
*
*
*
Carrying
amount
RM’000
170,514
32,339
69,506
Fair
value
RM’000
*
*
6,953
*
* It was not practical within the constraints of timeliness and cost to estimate these fair values reliably.
However, the net tangible assets reported by the subsidiary companies at the end of the financial year were
as follows:-
Unquoted shares in subsidiary companies
2006
RM’000
2005
RM’000
183,516
397,717
There is no financial information available for unquoted investments and RCSLS.
32. SIGNIFICANT RELATED PARTY TRANSACTIONS
Company
Interest charged to subsidiary companies
2006
RM’000
2005
RM’000
3,509
3,094
33. EMPLOYEE BENEFITS EXPENSE
Group
Staff costs
65
2006
RM’000
2005
RM’000
4,580
4,974
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LIST OF PROPERTIES AS AT 31 DECEMBER 2006
Location
1
PT No. 9135, 9137 and
9139 to 9153
Mukim Ijok,
Daerah Kuala Selangor
Selangor Darul Ehsan
Tenure
99 years
leasehold
(expiring
30.7.2100)
Approximate
Age of
Building
(Year)
Area
(acres)
-
1,693.26
Description
Existing use
Development
land
Development
Net Book
Value
(RM)
772,481,189
Date of
Valuation/
Acquisition*
8 July 2002
except for PT
No. 9135 and
9136 where no
valuation was
conducted.
The land were
alienated and
title issued on
31 July 2001.
2
PT No. 10576
Mukim Ijok,
99 years
leasehold
(expiring
20.3.2101)
-
99.54
Development
land
Development
3
PT No. 3864 (part)
Mukim Ijok,
99 years
leasehold
(expiring
3.11.2098)
-
15.07
Development
land
Development
17,500,000
27/8/2004*
4
Lot Nos. 1961, 2230,
2307 and 2838,
Mukim of Sabai,
District of Bentong, Pahang
Freehold
-
3,989
Agriculture
land
Oil palm
plantation
known as
Sabai Estate
36,000,000
17/06/2002
5
PTD 4010,
Mukim of Kahang,
District of Kluang,Johor
Freehold
-
18
Industrial
land
Palm oil mill
185,020
13/02/2001
6
CL245350921,
CL245350930,
CL245350949,
CL245350958,
CL245350967,
CL245350976 and
CL245350985,
Locality of Ulu Tingkayu,
District of Kunak, Sabah and
CL245347219 (CL115347218),
CL245347228 (CL115347227),
CL245347237 (CL115347236),
CL245347246 (CL115347245),
CL245347255 (CL115347254),
and CL245347264
(CL115347263),
Locality of Ulu Tingkayu,
District of Lahad Datu,
Sabah
99 years
leasehold
(expiring
31.12.2079)
-
2,081
Agriculture
land
Oil palm
plantation
known as Ulu
Tingkayu
Estate
8,676,565
3/5/2003
7
PTD 4011,
Mukim of Kahang,
District of Kluang,
Johor
Freehold
-
4,267
Agriculture
land
Oil palm
plantation
known as
Bukit Cantik
Estate
18,025,000
30/05/2002
8
PTD 3334
Mukim of Kahang,
District of Kluang,
Johor
99 years
leasehold
(expiring
5.5.2074)
-
1,214
Agriculture
land
Oil palm
plantation
known as
Bukit Cantik
Estate
4,730,296
30/05/2002
66
08/07/2002
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LIST OF PROPERTIES AS AT 31 DECEMBER 2006
Location
9 PTD Nos. 3192 to 3201, 3203,
3207 to 3213, 3215, 3216,
3218 to 3228, 3245, 3265, 3266
3271 to 3274, 3277 to 3284,
3422, 3423 to 3448, 3451, 3453,
3456, 3463, 3466, 3470, 3471,
3507 to 3511, 3525 to 3551,
3553 to 3562, 3564 to 3573,
3912, 3914, 3915, 3920 to 3922,
3927 to 3934, 3943, 3945, 4001,
4002, 4079 to 4083, 4094 to
4098, 4100, 4101, 4108 to 4117,
4978, 5008, 5009, 5126, 5153,
5492 to 5495, 5554 to 5557,
5560 to 5563, 5568 to 5573,
5586 to 5593, 5598, 5599, 5616,
5617, 5620, 5621, 5630 to 5633,
5642 to 5651, 5656 to 5661,
5666 to 5669, 5674 to 5677,
5680, 5681, 5684, 5685, 5702,
5703, 5706 to 5713, 5716, 5717,
5720 to 5725, 5728, 5729, 5732
to 5901, Mukim of Simpang
Kiri, District of Batu Pahat,
Johor
Tenure
Approximate
Age of
Building
(Year)
Area
(acres)
Freehold
-
66
67
Description
Existing use
Development Industrial cum
Land
residential
scheme
known
as Taman
Industri Seri
Sulong
(Cont’d)
Net Book
Value
(RM)
Date of
Valuation/
Acquisition*
8,031,872
20/05/2002
and
23/05/2002
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INFORMATION ON SHAREHOLDINGS AS AT 30 APRIL 2007
Share Capital
Authorised Share Capital
Issued and Fully Paid-up
Type of Shares
No of shareholders
Voting Rights
:
:
:
:
:
RM1,000,000,000.00
RM444,940,504.00
Ordinary shares of RM1.00 each
19,121
1 vote per shareholder on a show of hand
1 vote per ordinary share on a poll
ANALYSIS BY SIZE OF SHAREHOLDINGS AS AT 30 April 2007
Size of Holdings
No. of Holders
No. of Shares
Percentage
Less than 100
5,125
255,196
0.0573
100 - 1,000
8,246
2,284,203
0.5134
1,001 - 10,000
3,571
19,450,795
4.3715
10,001 - 100,000
1,779
62,107,259
13.9586
398
293,750,793
66.0203
2
67,092,258
15.0789
19,121
444,940,504
100
100,001 to less than 5% of issued shares
5% and above of issued shares
Total
SUBSTANTIAL SHAREHOLDERS
(In accordance with the Register of Substantial Shareholders as at 30 April 2007)
Names of Shareholders
1. Datin Yam Yuet Chew
Direct Holdings
No.
%
Indirect Holdings
No.
%
17,167,300
3.86
3,284,8961
0.74
2,511,796
0.56
17,940,4002
4.03
80,715,050
18.14
-
-
-
-
80,715,0503
18.14
26,819,596
6.03
-
-
6. Foong Wai Fun
-
-
26,819,5964
6.03
7. Bong Heng Fook
-
-
26,819,5964
6.03
2. Dato’ Chin Chan Leong
3. Mujur Zaman Properties Sdn. Bhd.
4. Abd. Aziz Bin Attan
5. A.R.B Landscape Maintenance &
Construction Sdn Bhd
Note:
1
Deemed interest via her spouse, Dato’ Chin Chan Leong and brother, Yam Ah Choy @ Yan Chin Chai.
2
Deemed interest via his spouse, Datin Yam Yuet Chew and brother in law, Yam Ah Choy @ Yan Chin Chai.
3
Deemed interest via Mujur Zaman Properties Sdn. Bhd.
4
Deemed interest via A.R.B Landscape Maintenance & Construction Sdn Bhd.
68
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Page 47
INFORMATION ON SHAREHOLDINGS AS AT 30 APRIL 2007
(Cont’d)
LIST OF THIRTY LARGEST SHAREHOLDERS AS AT 30 APRIL, 2007
Names
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Holdings
AMMB Nominees (Tempatan) Sdn. Bhd.
AmTrustee Berhad for Mujur Zaman Properties Sdn. Bhd.
HDM Nominees (Tempatan) Sdn. Bhd.
Malaysia Assurance Alliance Berhad for A.R.B. Lanscape Maintenance and
Construction Sdn. Bhd.
Southern Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Rangkai Untung Sdn. Bhd.
Malaysian Assurance Alliance Berhad for Yam Yuet Chew
Malaysian Assurance Alliance Berhad for Mujur Zaman Properties Sdn. Bhd.
CIMSEC Nominees (Tempatan) Sdn. Bhd.
Pengurusan Danaharta Nasional Bhd.
Low Suan Kong
Citigroup Nominees (Asing) Sdn. Bhd.
UBS AG for Artradis Barracuda Fund
Ambank (M) Berhad
Pledged Securities Account for Ng Chin Hoo
Lee Choon Hooi
Malaysian Assurance Alliance Berhad for Eureka Fountain Sdn. Bhd.
Pledged Securities Account for Liew Fook Meng
United Overseas Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Lee Lee Kim
Pledged Securities Account for Annas Bin Ahmad
Southern Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Vital Impact Sdn. Bhd.
ECM Libra Avenue Nominees (Tempatan) Sdn. Bhd.
for Koleksi Generasi (M) Sdn. Bhd.
Citigroup Nominees (Asing) Sdn. Bhd.
CBNY for DFA Emerging Markets Fund
Pledged Securities Account for Law Tiam Hock
Pledged Securities Account for Alex Goh Shaw Peng
Cape Season Sdn. Bhd.
Chen Lai Fun
PM Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Saujana Pertiwi Sdn. Bhd.
Lim Tong Yong @ Lim Tong Yaim
CIMSEC Nominees (Tempatan) Sdn. Bhd.
Danaharta Managers Sdn. Bhd.
Mayban Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Teoh Bee Leng
Mayban Securities Nominees (Tempatan) Sdn. Bhd.
Pledged Securities Account for Vital Impact Sdn. Bhd.
69
No.
%
40,272,662
9.0512
26,819,596
6.0277
15,489,600
3.4813
15,000,000
3.3712
14,637,930
3.2899
12,954,802
2.9116
11,158,873
7,060,400
2.5079
1.5868
5,840,855
1.3127
5,366,100
1.2060
4,833,700
4,329,844
1.0864
0.9731
4,322,100
0.9714
3,300,000
0.7417
2,810,300
0.6316
2,750,400
0.6182
2,740,000
0.6158
2,700,000
0.6068
2,573,200
0.5783
2,532,773
0.5692
2,494,500
0.5606
2,461,300
2,434,500
0.5532
0.5472
2,393,573
2,295,200
0.5380
0.5158
2,123,900
2,019,100
0.4773
0.4538
2,007,779
0.4512
1,947,900
0.4378
1,882,698
0.4231
FV Part2
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Page 48
LIST OF DIRECTORS’ INTEREST IN SHARES
DIRECTORS’ INTERESTS AS AT 30 APRIL, 2007
(In accordance with the Register of Directors’ Shareholdings)
No
Names of Directors
Direct Holdings
%
Indirect Holdings
%
1.
-
-
-
-
2.
Datin Yam Yuet Chew
17,167,300
3.86
3,284,8961
0.74
3.
Mr. Tiew Chai Beng
-
-
-
-
4.
Mr. Loh Yoon Wah
-
-
-
-
Note:
1
Deemed interest through her spouse, Dato’ Chin Chan Leong and brother, Mr. Yam Ah Choy @ Yan Chin Chai.
70
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Page 49
FORM OF PROXY
(Incorporated in Malaysia • Company No. 585360-T)
No. of Shares Held
CDS Account No.
I/We
(FULL NAME IN CAPITALS)
NRIC No./Passport No./Company No.
of
(ADDRESS)
being a member/members of FOUNTAIN VIEW DEVELOPMENT BERHAD, hereby appoint
(FULL NAME)
of
(ADDRESS)
or failing him/her
(FULL NAME)
of
(ADDRESS)
or failing him/her, the Chairman of the Meeting as my/our *proxy to attend and vote for me/us on my/our behalf at the Fifth Annual General
Meeting of the Company to be held at Kuala Lumpur Golf & Country Club, East VIP Lounge, No. 10, Jalan 1/70D, Off Jalan Bukit Kiara, 60000
Kuala Lumpur, on Thursday, 28 June 2007 at 8.30 a.m. and at any adjournment thereof.
The proportions of my/our holding to be represented by my/our proxies are as follows: First Proxy
%
Second Proxy
%
100
%
In case of a vote by a show of hands, First Proxy A/Second Proxy B shall vote on my/our behalf.
My/our proxy shall vote as follows:(Please indicate with an “X” or “√” in the space provided below how you wish your votes to be cast on the resolutions specified in the Notice of
Annual General Meeting. If you do not do so, the proxy/proxies will vote or abstain from voting on the resolutions as he/they may think fit.)
RESOLUTIONS
1.
2.
3.
4.
5.
6.
First Proxy
For
Against
Second Proxy
For
Against
To receive the Audited Financial Statements and Reports for the year ended 31 December 2006
Approval of Directors’ Fees
Re-election of Datin Yam Yuet Chew as Director
Re-election of Dato’ Paduka Khairuddin Abu Hassan as Director
Re-appointment of Auditors
Authority to allot and issue shares
Dated this ……………….. day of ....……………………............ 2007
…………………………………………….........
Signature of Member and/or Common Seal
* Delete if inapplicable
Notes :
(i) A member of the Company entitled to attend and vote at this Meeting, is entitled to appoint a proxy to attend and vote in his stead. A proxy
may but need not be a member of the Company and a member may appoint any person to be his proxy without limitation and the provisions
of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
(ii) The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the
appointer or, if the appointer is a corporation, either under seal or under the hand of an officer or attorney duly authorised.
(iii) A member may appoint not more than two proxies to attend this Meeting. Where a member appoints two (2) proxies, the appointments shall
be invalid unless he specifies the proportions of his holdings to be represented by each proxy.
(iv) The Form of Proxy must be deposited at the Company’s Registered Office situated at Suite 26-02, Level 26, Centrepoint South, The Boulevard,
Mid Valley City, Lingkaran Syed Putra, 59200 Kuala Lumpur, Malaysia, not less than 48 hours before the time fixed for holding the meeting
or at any adjournment thereof (or in the case of a poll before the time appointed for the taking of the poll).
(v) Any alteration in this form must be initialed.
FV Part2
29/5/07
10:13 AM
Page 50
Fold this flap for sealing
Affix
Stamp
(Incorporated in Malaysia • Company No. 585360-T)
Suite 26-02, Level 26,
Centrepoint South,
The Boulevard, Mid Valley City,
Lingkaran Syed Putra,
59200 Kuala Lumpur,
Malaysia
2nd fold here
1st fold here

FV Part1 - National University of Singapore

Transcription

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