Notes to the Financial Statements (contd.)

Transcription

DFZ CAPITAL BERHAD HEADOFFICE AT 418, LEBUH CHULIA,10200 PULAU PINANG
(formerly known as Sriwani Holdings Berhad)
(Incorporated in Malaysia)
Contents
Corporate Information
2
Corporate Structure
3
Location Map
4
Directors’ Profile
Chairman’s Statement
5-7
8 - 13
Audit Committee Report
14 - 16
Statement On Corporate Governance
17 - 23
Additional Compliance Information
24 - 28
Statement On Internal Control
Directors’ Report
29
32 - 35
Statement By Directors
36
Statutory Declaration
36
Reports Of The Auditors
37
Income Statements
38
Balance Sheets
39
Statement Of Changes In Equity
40 - 41
Cash Flow Statements
42 - 44
Notes To The Financial Statements
45 - 92
Analysis Of Ordinary And Preference Shareholdings
93 - 102
List Of Properties
103 - 104
Notice Of Annual General Meeting
105 - 108
Proxy Form
2
DFZ
Capital
Berhad
(104556-X)
Corporate Information
BOARD OF DIRECTORS
Tan Sri Dato’ Seri Megat Junid bin Megat Ayob
Chairman,
Independent Non-Executive Director
Dato’ Ong Kar Beau
Managing Director
Wong Peng Yew
Executive Director
Mohamed Suhaimi bin Sulaiman
Dato’ Khalid bin Mohamad Jiwa
Executive Director
Dato’ Paduka Syed Mansor bin
Syed Kassim Barakbah
Mohd Kamarudin bin Haron
AUDIT COMMITTEE
NOMINATION COMMITTEE
REGISTERED OFFICE
Chairman, Independent
Non-Executive Director
Chairman,
Independent Non-Executive
Director
418 Chulia Street, 10200 Penang
Tel No: 604-262 8535
Fax No: 604-261 4076
Director
Symphony Share Registrars Sdn. Bhd.
(378993-D)
Level 26, Menara Multi-Purpose,
Capital Square
No. 8 Jalan Munshi Abdullah
50100 Kuala Lumpur
Tel No: 603-2721 2222
Fax No: 603-2721 2530/ 2721 2531
Wong Peng Yew
Executive Director
Director
REMUNERATION COMMITTEE
Chairman, Independent
Non-Executive Director
Managing Director
Director
Mohd Kamarudin bin Haron
Director
SHARE REGISTRAR
COMPANY SECRETARY
STOCK EXCHANGE LISTING
Thum Sook Fun
(MAICSA 7025619)
AUDITORS
Ernst & Young (AF 0039)
Chartered Accountants
Main Board of Bursa Malaysia
Securities Berhad
Stock Code: 5177
WEBSITE
http://www.dfzcapital.com.my
PRINCIPAL BANKERS
Affin Bank Berhad
HSBC Bank Malaysia Berhad
Malayan Banking Berhad
Public Bank Berhad
3
DFZ
Capital
Berhad
(104556-X)
Corporate Structure
100%
Orchard Boulevard Sdn. Bhd.
100%
Sriwani Trading Sdn. Bhd.
85.30%
Kelana Megah Sdn. Bhd.
100%
Cergasjaya Sdn. Bhd.
100%
Radiant Ranch Sdn. Bhd.
51%
Melaka Duty Free Sdn. Bhd.
100%
Cergasjaya Properties Sdn. Bhd.
100%
Sriwani Duty Free Supplies Sdn. Bhd.
100%
Cerah Menang (M) Sdn. Bhd.
100%
Jasa Duty Free Sdn. Bhd.
100%
Black Forest Golf & Country Club Sdn. Bhd.
100%
Sriwani Tax Free-Emporium Sdn. Bhd.
100%
Gold Vale Development Sdn. Bhd.
100%
Syarikat Sriwani (M) Sdn. Bhd.
75%
Wealthouse Sdn. Bhd.
100%
Jelita Duty Free Supplies Sdn. Bhd.
100%
Sriwani Duty Free Centre (Langkawi) Sdn. Bhd.
100%
Media Zone Sdn. Bhd.
100%
Sriwani (Mongolia) Co. Ltd.
100%
Sriwani Tours & Travel Sdn. Bhd.
100%
Peri-Asia Sdn. Bhd.
100%
100%
Selasih Ekslusif Sdn. Bhd.
100%
Winner Prompt Sdn. Bhd.
75%
Duty Free People Pty. Ltd.
Fleet Car Hire & Tours Sdn. Bhd.
4
DFZ
Capital
Berhad
(104556-X)
Location Map
5
DFZ
Capital
Berhad
(104556-X)
Directorsʼ Profile
TAN SRI DATOʼ SERI MEGAT JUNID BIN
MEGAT AYOB
DATOʼ ONG KAR BEAU
TAN SRI DATO’ SERI MEGAT JUNID BIN MEGAT
AYOB, Malaysian, aged 63, is the Chairman of DFZ
Capital Berhad (formerly known as Sriwani Holdings
Berhad) (“DFZ” or “the Company”). He was appointed
to the Board of DFZ as Independent Non-Executive
Director on 15 April 2003.
DATO’ ONG KAR BEAU, Malaysian, aged 52 is the
Managing Director of DFZ. He was appointed to the
Board of DFZ on 9 October 2002. He is also a member
of the Remuneration Committee of DFZ.
Managing Director
Chairman, Independent Non-Executive Director
Tan Sri Dato’ Seri Megat Junid holds a Bachelor of
Arts (Hons.) Degree from University of Malaya. His
prominent political career commenced in 1973 when
he was elected as the UMNO Youth Chief of Alor Setar,
Kedah. In 1975, he was appointed as Special Officer
Two to YAB Tun Dr. Mahathir Bin Mohamad, who
was then the Education Minister and was appointed
as his Political Secretary in 1976. He was elected as
a Member of Parliament for Hilir Perak in 1982 and
continued to be the Political Secretary to the former
Prime Minister, YAB Tun Dr. Mahathir Bin Mohamad.
He was the Deputy Minister of Primary Industries from
1984 to 1986, the Deputy Minister of Home Affairs from
1986 to 1997. He was also the Minister of Domestic
Trade and Consumer Affairs from 1997 to 1999.
Tan Sri Dato’ Seri Megat Junid is currently the President
of Anak Perak, Selangor and Wilayah Persekutuan.
Tan Sri Dato’ Seri Megat Junid does not hold directorship
in any other public companies.
Tan Sri Dato’ Seri Megat Junid does not have any
family relationship with any director and/or major
shareholder of the Company. He does not have any
conflict of interest with the Company. He has had no
convictions for any offences within the past ten (10)
years other than traffic offences, if any.
Tan Sri Dato’ Seri Megat Junid has attended all the six
(6) Board Meetings held in the financial year ended 31
December 2005.
Dato’ Ong ran a sole proprietor business in dealing and
transportation of palm oil products from 1974 to 1990
and also for logging and gold mining in Terengganu
and Kelantan from 1988 to 1991. From 1992 until now,
he has been managing his own investment portfolio.
Dato’ Ong does not hold directorship in any other
public companies.
Dato’ Ong does not have any family relationship
with any director and/or major shareholder of the
Company. He does not have any conflict of interest
with the Company. He has had no convictions for any
offences within the past ten (10) years other than traffic
offences, if any.
Dato’ Ong has attended all the six (6) Board Meetings
held in the financial year ended 31 December 2005.
6
DFZ
Capital
Berhad
(104556-X)
Directorsʼ Profile (contd.)
DATOʼ KHALID BIN MOHAMAD JIWA
Executive Director
DATO’ KHALID BIN MOHAMAD JIWA, Malaysian,
aged 47, is an Executive Director of DFZ. He was
appointed to the Board of DFZ on 9 October 2002.
Dato’ Khalid began his impressive career in the
financial section when he joined Bank Bumiputera
Malaysia Berhad (“BBMB”) (now known as BumiputraCommerce Bank Berhad) in 1981. He is a business
graduate from Universiti Technologi MARA and during
his tenure with BBMB, he has gathered vast knowledge
and experience in financial business activities. At the
same time, he has contributed significantly in the
company’s operations and business development
especially when he was the Head of Credit at one of
its Selangor branches, responsible for analysing and
managing credit portfolio.
His tremendous experience in the financial sector has
led to his involvement in corporate ventures. Being an
aggressive entrepreneur, he began making inroads
into the corporate world when he was appointed as
a Director of PASDEC Holdings Berhad – a public
listed company on the Main Board of Bursa Malaysia
Securities Berhad.
Dato’ Khalid is also a Director of Naluri Corporation
Berhad (formerly known as Naluri Berhad), Asian
Composite Manufacturing Sdn. Bhd. and United
Industries Sdn. Bhd.
He is the Executive Chairman of Ace Global Ventures
Sdn. Bhd. and its group of companies, involve in
TV media services, supply of TV programmes,
events management, supply of broadcast and other
specialised equipment, property, construction and
engineering works.
He is currently the Patron of Pertubuhan Seni Silat
Ikatan Kalam Utama Malaysia (“PIKUM”), with a vision
to position Seni Silat Kalam at a greater height in the
society. He is also the Advisor to the Committee of
several community associations.
Dato’ Khalid does not have any family relationship
with any director and/or major shareholder of the
Company. He does not have any conflict of interest
with the Company. He has had no convictions for any
offences within the past ten (10) years other than traffic
offences, if any.
Dato’ Khalid has attended all the six (6) Board Meetings
held in the financial year ended 31 December 2005.
WONG PENG YEW
Executive Director
WONG PENG YEW, Malaysian, aged 40, is an
Executive Director of DFZ. He was appointed to
the Board of DFZ on 15 October 2002. He is also a
member of the Audit Committee of DFZ.
He graduated from Monash University, Australia in
1993 with a Bachelor of Economics (Accounting) and
Graduate Diploma in Business Information System.
He started his career with PricewaterhouseCoopers in
1993 and later joined Ban Hin Lee Bank Berhad as a
Senior CIS Audit Supervisor/Analyst Programmer from
1993 to 1994. He was in DFZ Group of Companies
from 1994 to 2000. During this period, he holds various
senior positions such as Chief Internal Auditor, Chief
Business Engineering Officer, General ManagerBusiness Development and Director-Corporate
Affairs. He ventured into consultancy business in 2000
to 2002.
Wong Peng Yew also sits on the Board of Naluri
Corporation Berhad (formerly known as Naluri Berhad),
a company listed on Bursa Malaysia Securities Berhad
as well as several private limited companies.
He does not have any family relationship with any
director and/or major shareholder of the Company. He
does not have any conflict of interest with the Company
or any convictions for offences within the past ten (10)
years other than traffic offences, if any.
He has attended all the six (6) Board Meetings held in
the financial year ended 31 December 2005.
7
DFZ
Capital
Berhad
(104556-X)
Directorsʼ Profile (contd.)
DATOʼ PADUKA SYED
MANSOR BIN SYED KASSIM
BARAKBAH
MOHAMED SUHAIMI BIN
SULAIMAN
MOHD KAMARUDIN BIN
HARON
DATO’ PADUKA SYED MANSOR
BIN SYED KASSIM BARAKBAH,
Malaysian, aged 71, is an Independent
Non-Executive Director of DFZ. He
was appointed to the Board of DFZ on
11 April 1994. He is also the Chairman
of the Nomination Committee, a
member of the Audit Committee as
well as the Remuneration Committee
of DFZ.
MOHAMED SUHAIMI BIN SULAIMAN,
was appointed to the Board of DFZ
on 23 April 2004. He is also the
Chairman of the Audit Committee and
Remuneration Committee as well as a
member of the Nomination Committee
of DFZ.
MOHD KAMARUDIN BIN HARON,
was appointed to the Board of DFZ on
2 February 2005. He is also a member
of the Nomination Committee of DFZ.
Dato’ Paduka graduated from the
University of Malaya in Singapore
with a Bachelor of Arts Degree. He
joined the Kedah Civil Service after
receiving his Bachelor Degree. He
has also served in various capacities
including such posts as Kedah
Directors of Land and Mines, State
Financial Officer and finally, the State
Secretary before retiring in 1989.
Dato’ Paduka is also a Director of
Yayasan Kedah Berhad, Yayasan
Sultanah Bahiyah Berhad and Thong
Guan Industries Berhad.
Dato’ Paduka does not have any
family relationship with any director
and/or major shareholder of the
Company. He does not have any
conflict of interest with the Company.
He has had no convictions for any
offences within the past ten (10) years
other than traffic offences, if any.
Dato’ Paduka has attended all the
six (6) Board Meetings held in the
financial year ended 31 December
2005.
He graduated from the Central State
University, Edmond, Oklahoma with a
Bachelor of Business Administration
(Finance).
Mohamed Suhaimi is currently with
Konsortium Jaringan Selangor as an
Executive Director since 1998. He
also served as a credit analyst in Bank
Bumiputra Malaysia Berhad (now
known as Bumiputra-Commerce Bank
Berhad) from 1991 to 2001.
He does not have any family
relationship with any director and/or
major shareholder of the Company. He
does not have any conflict of interest
with the Company. He has had no
convictions for any offences within the
past ten (10) years other than traffic
offences, if any.
He has attended all the six (6) Board
Meetings held in the financial year
ended 31 December 2005.
After finishing his S.E./MCE Form 5
education from English College J.B.,
he attended various management
programme and courses ranging from
3 months to a year with the Malaysian
Institute of Management. He has over
30 years experience in the construction
and property development industry.
He currently has investments as well
as directorships in several private
limited companies.
Mohd Kamarudin also sits on the
Board of Merge Housing Bhd. as
an
Independent
Non-Executive
Chairman, a company listed on Bursa
Malaysia Securities Berhad.
He does not have any family
relationship with any director and/or
major shareholder of the Company. He
does not have any conflict of interest
with the Company. He has had no
convictions for any offences within the
past ten (10) years other than traffic
offences, if any.
He has attended all the five (5) Board
Meetings held during his tenure in
office for the financial year ended 31
December 2005.
8
DFZ
Capital
Berhad
(104556-X)
Chairmanʼs
Statement
Assalamualaikum warahmatullahi wabarakatuh
On behalf of the Board of Directors, it gives me
great pleasure to present to you our Annual
Report and Audited Financial Statements of DFZ
Capital Berhad (“DFZ”) for the year ended 31
December 2005.
FINANCIAL HIGHLIGHTS
DFZ Group achieved a revenue of RM252.27 million in 2005, an increase
of 50.8% as compared to RM167.34 million recorded in 2004. The higher
revenue was attributable to the higher tourist arrivals, better marketing
efforts of The ZON outlets and improved yield for The ZON Regency
Hotel by the Sea. The higher revenue allowed the Group to achieve a
profit after taxation of RM19.45 million in 2005. This is, however, lower
than the RM278.81 million recorded in 2004 which has one-off items
of RM370.92 million incomes from the waiver of debts and RM65.61
million charge on disposal of properties.
BUSINESS DEVELOPMENT
We adopted a new name, DFZ Capital Berhad on 25 July 2005 to reflect
the new lease of life we have attained since 2005.
Our duty-free business has done well with enhanced marketing effort,
capitalized on our strong financial position and the improved tourist
arrival. DFZ Group will continue its effort to create a warm shopping
environment at its outlets.
DFZ has commenced the refurbishment of the facilities of The ZON
Regency Hotel by the Sea, The ZON Mall shopping complex and
The ZON Department Store. In particular, we have completed the
refurbishment of The ZON Department Store to create a bright and
friendly atmosphere. We are also in regular discussions with Naluri
Corporation Berhad (“Naluri”), our holding company and the landlord
of The ZON Johor Bahru, on undertaking more major upgrades of The
ZON Johor Bahru. This will be a continual effort to make The ZON Johor
Bahru the in-place for entertainment and shopping.
We have seen improvement in the traffic flow at The ZON Johor Bahru,
be it at The ZON Mall shopping complex and The ZON Regency Hotel
by the Sea. We have branded the 400 rooms hotel as The ZON Regency
Hotel by the Sea, and positioned it together with The ZON All Suites
Residences on the Park, the 185 rooms/suites hotel owned by Naluri
and strategically located at the Kuala Lumpur City Centre or better
known as KLCC as a host with a bright friendly Malaysian ambient.
9
DFZ
Capital
Berhad
(104556-X)
Chairmanʼs
Statement
OUTLOOK
With the continued promotion of Malaysia in the international tourism
markets and the opening of the Low Cost Carriers (“LCC”) Terminal
at Kuala Lumpur International Airport (“KLIA”) on 23 March 2006, the
expected increase in tourist arrival augur well with our efforts to improve
our revenue. We believe that the efforts of KLIA to get more airlines to
use the Main Terminal will bear fruit and reduce the short-term impact of
the diversion of some traffic from the Main Terminal to the LCC Terminal
of KLIA. As such, we are hopeful that The ZON duty-free outlet at the
arrival hall of the Main Terminal of KLIA, one of our main contributors
will continue to do well. For the other outlets, we believe they will see
improved performance capitalising on the continued improvement in
tourist arrival.
ACKNOWLEDGEMENT
We would not have achieved what we have done without the continued
support of our valued customers, suppliers, bankers and employees,
and the guidance and assistance of our government officers. To them,
we thank you.
To our shareholders, we appreciate your trust in us and we are committed
to deliver our best to you.
I also wish to thank our Chief Executive Officer, Mr. Jack Wong Sik Bee
who resigned on 9 February 2006 for the contributions he has rendered
to the Group all these years.
As for myself, your humble servant here is ever ready to serve and
together let’s work for the benefits of all.
Wassalam.
Chairman
10
DFZ
Capital
Berhad
(104556-X)
Penyata
Pengerusi
Assalamualaikum warahmatullahi
wabarakatuh
Bagi pihak Lembaga Pengarah, saya dengan
sukacitanya membentangkan Laporan
Tahunan dan Penyata Kewangan yang telah
diaudit untuk DFZ Capital Berhad (“DFZ”)
bagi tahun berakhir 31 Disember 2005.
SOROTAN KEWANGAN
Kumpulan DFZ telah mencapai perolehan sebanyak RM252.27 juta pada
tahun 2005, iaitu peningkatan sebanyak 50.8% berbanding RM167.34
juta yang telah dicatatkan pada tahun 2004. Peningkatan pendapatan
ini disebabkan oleh kedatangan pelancong, kaedah pemasaran yang
lebih baik di cawangan-cawangan The ZON dan peningkatan hasil The
ZON Regency Hotel by the Sea. Perolehan yang lebih tinggi sekaligus
membolehkan penambahan ketara keuntungan selepas cukai RM19.45
juta bagi tahun 2005. Ini bagaimanapun kurang daripada RM278.81
juta yang dicatatkan pada tahun 2004 dimana terdapat laba luar biasa
berjumlah RM370.92 juta berpunca daripada pelepasan hutang dan
kerugian sebanyak RM65.61 juta daripada pelupusan bangunan dan
tanah.
PERKEMBANGAN PERNIAGAAN
Kami telah menukar nama kepada DFZ Capital Berhad pada 25 Julai
2005 untuk mencerminkan nafas baru ke atas pencapaian kami sejak
tahun 2005.
Perniagaan bebas-cukai kami telah menunjukkan peningkatan
yang cemerlang melalui pembaikan usaha pemasaran, mengambil
kesempatan ke atas kedudukan kewangan yang kukuh dan peningkatan
kedatangan pelancong. Kumpulan DFZ akan terus berusaha untuk
menghasilkan satu suasana membeli-belah yang mesra di cawangancawangan mereka.
DFZ telah mula mengubahsuai kemudahan di The ZON Regency
Hotel by the Sea, kompleks membeli-belah The ZON Mall dan The
ZON Department Store. Secara khususnya, kami telah menyiapkan
pengubahsuaian di The ZON Department Store untuk menghasilkan
persekitaran membeli-belah yang ceria dan mesra. Kami juga sering
di dalam perbincangan dengan Naluri Corporation Berhad (“Naluri”),
syarikat induk kami yang juga pemilik The ZON Johor Bahru, untuk
meningkatkan taraf The ZON Johor Bahru pada peringkat yang lebih
besar. Ini merupakan usaha yang berterusan untuk menjadikan The
ZON Johor Bahru sebagai tempat hiburan dan membeli-belah yang
terpilih.
Sistem aliran trafik di The ZON Johor Bahru kini adalah lebih baik,
termasuk di kedua-dua kompleks membeli-belah The ZON Mall dan The
ZON Regency Hotel by the Sea. Kami telah menamakan hotel 400 bilik
kami sebagai The ZON Regency Hotel by the Sea dan memposisikannya
bersama-sama dengan The ZON All Suites Residences on the Park
hotel 185 bilik/suites yang dimiliki oleh Naluri yang terletak di lokasi
strategik di Kuala Lumpur City Centre atau lebih dikenali sebagai KLCC
sebagai perantara suasana mesra Malaysia.
11
DFZ
Capital
Berhad
(104556-X)
Penyata
Pengerusi
TINJAUAN
Dengan adanya promosi Malaysia yang berterusan di dalam pasaran
perlancongan antarabangsa dan dengan pembukaan Terminal
Tambang Rendah (“LCC”) di Lapangan Terbang Antarabangsa Kuala
Lumpur (“KLIA”) pada 23 Mac 2006, jangkaan peningkatan kedatangan
pelancong akan turut menyokong usaha untuk meningkatkan pendapatan
kami. Kami percaya usaha KLIA dalam menarik lebih banyak syarikat
penerbangan untuk menggunakan Terminal Utama akan membuahkan
hasil dan mengurangkan kesan jangka pendek pembahagian laluan
trafik dari Terminal Utama ke Terminal LCC di KLIA. Dengan itu, kami
berharap cawangan The ZON bebas-cukai kami yang terletak di balai
ketibaan di Terminal Utama KLIA, salah satu penyumbang utama Syarikat
akan memberi sumbangan yang berterusan. Bagi cawangan-cawangan
kami yang lain, kami percaya mereka akan dapat meningkatkan prestasi
dengan adanya kemasukan pelancong asing yang bertambah secara
berterusan.
PENGHARGAAN
Kami tidak akan dapat mencapai apa yang telah kami kecapi tanpa
sokongan berterusan daripada pelanggan yang kami hargai, para
pembekal, pihak bank dan juga daripada panduan dan bantuan pegawai
kerajaan. Kepada mereka, kami ucapkan ribuan terima kasih.
Kepada para pemegang saham, kami menghargai kepercayaan anda
terhadap kami dan kami bertekad untuk mengusahakan yang terbaik
kepada anda.
Saya juga mengucapkan ribuan terima kasih kepada Ketua Pegawai
Eksekutif kami, Encik Jack Wong Sik Bee yang telah meletak jawatan
pada 9 Februari 2006, diatas sumbangan beliau kepada Kumpulan
selama ini.
Bagi diri saya, dengan rasa rendah diri, saya sedia berkhidmat dan
bekerjasama untuk kepentingan semua.
Wassalam
Pengerusi
12
DFZ
Capital
Berhad
(104556-X)
主席献词
Assalamualaikum warahmatullahi wabarakatuh
我欣然代表全体董事,向各位呈报DFZ Capital
Berhad(以下简称“DFZ”)在截于2005年12月31日的
财政年度之年度报告及稽查账目报表。
财务报告摘要
DFZ集团在2005年达到了252.27百万令吉的营业额,比2004年所达到的
167.34百万令吉增长了50.8%。这营业额的增长,主要是归功于更高游
客人次、在各处The ZON商行施行了更完善的市场行销策略、以及The
ZON Regency Hotel by the Sea成功达到的更高生产力。营业额的增
长,让集团在2005年获得了19.45百万令吉的税后净利。这与2004年的
278.81百万令吉相比,固然是少了许多;然而,这是因为2004年的净利包
括了一项一次性的370.92百万令吉债务撤销所衍生的营业额,以及一项
一次性的65.61百万令吉的脱售产业亏损。
企业发展
从2005年7月25日开始,本集团采用了新的名字:DFZ Capital Berhad,以
反映出公司从2005年开始被注入的崭新生命力。
透过更积极的行销活动,并且善加利用公司稳健的财务地位以及我国增
长中的游客人次,集团的免税商品营业成功地取得良好的成绩。DFZ集团
将会继续致力于在旗下的商行营造出具有亲和力的购物环境。
DFZ已经开始提升The ZON Regency Hotel by the Sea. The ZON Mall
购物广场,以及The ZON超市的各项设备。我们已经完成了The ZON超
市的重新装潢,并且成功营造出明亮、有亲和力的气氛。我们也在和The
ZON Johor Bahru的地主,也是集团的控股公司, Naluri Corporation
Berhad(以下简称“Naluri”)进行商谈,讨论如何对Johor Bahru 进行更
大型的提升。这是一项持续性努力中的一部份,以便把The ZON Johor
Bahru 塑造成为娱乐与购物的首选。
我们已经观察到The ZON Johor Bahru的交通流量的增长,包括在The
ZON Mall购物广场和The ZON Regency Hotel by the Sea。集团将该栋
设有400间房间的酒店命名为The ZON Regency Hotel by the Sea,以配
合属于Naluri所有、坐落于吉隆坡市中心(KLCC)优势地段,设有185间房
间/套房的The ZON All Suites Residences on the Park,一同呈献明亮、
友善、马来西亚风味的气氛。
13
DFZ
Capital
Berhad
(104556-X)
主席献词
展望
因着政府在国际旅游市场上为我国旅游业持续进行宣传,再加上吉隆坡
国际机场(KLIA)在2006年3月23日开始启用其廉价航班终站(LCCT),预
料中涌入我国的游客人次将会增加;这将非常有利于我们提升盈利的努
力。我们相信,KLIA在寻求更多航空公司使用其主要机场终站上所付
出的努力,将会成功地收取成果,抗衡在短期内由于部分航空交通量从
主要终站转移至廉价航班终站为我们带来的负面冲击。我们期望,位于
KLIA主要终站入境大厅的The ZON免税商店,作为我们的主要营业额来
源之一,能够继续获得良好的业绩。至于其他的商店,我们相信游客人次
会持续的增加,达到更良好的业绩表现。
鸣谢
若不是我们的尊贵客户、供应商、银行以及众员工所持续不断给予的支
持,以及相关政府官员的指引及协助,我们绝对不可能达到今日的成就。
我们谨对他们奉上万分感激。
对于我们的股东,我们非常感激您们所给予我们的信任;我们必定全力委
身于将最好的成绩呈献给您们。
我也希望向已经于2006年2月9日辞职的集团前执行总裁Jack Wong Sik
Bee先生,为着他多年以来对本集团作出的贡献,致以万分感谢。
至于在下本身,作为您谦卑的仆人,我随时都已做好准备献上自己的服
务,与您一起为着众人的利益来共同努力。
Wassalam.
董事局主席
14
DFZ
Capital
Berhad
(104556-X)
Audit Committee Report
1.
COMPOSITION
The Audit Committee, consists of three (3) members of the Board of Directors, the majority of whom are independent.
The members are as follows:
Mohamed Suhaimi bin Sulaiman (Chairman)
Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah
Wong Peng Yew
-
Executive Director
Wong Peng Yew is a member of the Malaysian Institute of Accountants.
2.
TERMS OF REFERENCE
The terms of reference of the Audit Committee are as follows:
2.1 Objective
To assist the Board of Directors in discharging its statutory duties and responsibilities relating to accounting and
financial reporting and determining the adequacy of the Group’s and Company’s internal control environments and
quality of the audits.
2.2 Meetings
The Committee shall hold at least four (4) regular meetings per year. In order to form a quorum, the majority of members
present must be independent directors.
The Group’s management and other non-members Directors attend the meetings by invitation.The Committee also
invites the external auditors and professional advisors for the meeting as and when necessary.
A dialogue session between the independent Committee members with the external auditors was held on 25
February 2005 in compliance with the best practices of the Malaysian Code on Corporate Governance.
The minutes of each Audit Committee Meeting are documented and the Company Secretary shall be the secretary of
the Committee.
2.3 Authority
The Committee is authorised by the Board to investigate any activity within its terms of reference. It is
authorised to have the resources which are required to perform its duties, have full and unrestricted access to
any information pertaining to the Company and have direct communication channels with the external and internal
auditors.
The Committee is authorised by the Board to obtain outside legal or other professional advice on any matter within
its terms of reference and be able to convene meetings with external parties whenever deemed necessary.
15
DFZ
Capital
Berhad
(104556-X)
Audit Committee Report (contd.)
2.4 Duties
•
•
•
•
•
•
•
•
•
•
3.
To review and approve the annual audit plan and ensure that it is consistent with the scope of the audit
engagement.
To discuss with the external auditors before the audit commences, the nature and scope of the audit, ensure
co-ordination where more than one audit firm is involved.
To review the quarterly and annual financial statements before submission to the Board, focusing particularly on:
•
The consistency of and any changes to the accounting policies and practices.
•
Major judgemental areas.
•
Significant adjustments resulting from the audit.
•
Compliance with accounting standards.
•
Compliance with stock exchange and legal requirements.
•
Any related party transaction that may arise within the Group or Company.
To review with the auditors, their audit plans, the evaluation of the system of internal controls and their audit
reports.
To review the internal audit programme, consider the major findings of the internal audit programme and management’s
response and ensure appropriate action is taken.
To review the adequacy of the scope, functions and resources of the internal audit functions and ensure that it has the
necessary authority to carry out its work.
To monitor and review the effectiveness of the Company’s internal audit function in the context of the Company’s
overall risk management system.
To consider and make recommendations to the Board, to be put to shareholders for approval at the general meeting
in relation to the appointment, re-appointment and removal of the Company’s external auditors.
To verify the allocation of option scheme (“ESOS”) in compliance with the criteria as stipulated in the by-laws of
ESOS of the Company, if any.
To consider other functions as may be agreed to by the Committee and the Board of Directors.
ATTENDANCE
The Audit Committee met five (5) times during the financial year ended 31 December 2005 and the attendance of the
Directors for the meetings held during the year are as follows:
Number of Audit Committee
meetings held during Directors’
Tenure as member of the Audit
Committee
Number of meetings
attended by Directors
Mohamed Suhaimi Bin Sulaiman
5
5
Dato’ Paduka Syed Mansor Bin Syed
Kassim Barakbah
5
5
Wong Peng Yew
5
5
Directors
16
DFZ
Capital
Berhad
(104556-X)
Audit Committee Report (contd.)
4.
ACTIVITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR 2005
During the financial year ended 31 December 2005, the Audit Committee carried out the following activities in the
discharge of its functions and duties:
•
•
•
•
•
•
5.
Reviewed and discussed the re-election of the external auditors of the Company before tabling to the shareholders
for approval at the Annual General Meeting.
Reviewed with the external auditors their audit plan, audit approach and reporting requirements before the
commencement of the audit.
Reviewed the quarterly and annual consolidated financial statements of the Group before submission to the Board
for approval.
Reviewed any related party transactions that may arise within the Group or Company.
Reviewed with the external auditors their audit findings and approve for adoption their recommendations.
Reviewed the internal audit programme, consider the major findings of the internal audit programme and
management’s response and ensure appropriate action was taken.
INTERNAL AUDIT FUNCTION
The Audit Committee is supported by an independent and adequately resourced internal audit function. The Committee
is aware of the fact that an independent and adequately resourced internal audit function is essential to assist in
obtaining the assurance it requires regarding the effectiveness of the internal control.
The main role of the internal audit function is to review the effectiveness of the system of internal control. This is
performed with impartiality, proficiency and due professional care.
During the financial year, the internal audit activities have been carried out according to the internal audit plan which has
been approved by the Audit Committee.
Report made in accordance with a resolution of the Board of Directors dated 21 April 2006.
17
DFZ
Capital
Berhad
(104556-X)
Statement On
Corporate Governance
The Board of Directors of DFZ Capital Berhad (formerly known as Sriwani Holdings Berhad) is pleased to report to the
shareholders on the manner the Group has applied the principles and the extent of the compliance with the best practices of
corporate governance as set out in the Malaysian Code on Corporate Governance (“the Code”) together with the provisions
contained in the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”).
The Board of Directors is committed to ensuring that good corporate governance is practised throughout the Group as a
fundamental element or basis of discharging its responsibilities to protect and enhance shareholders’ value and the financial
performance of the Group both in the immediate future as well as in the long term.
The following statements outline the main corporate governance practices of the Group which were in place throughout the
financial year ended 31 December 2005.
BOARD OF DIRECTORS
The Board of Directors comprises members with a wide range of experience which bring an independent judgement to bear
on issues of strategy, performance, resources and standards of conduct.
The Board recognises its ultimate responsibility and accountability for the Group’s operations and retains full and effective
control of the Group. The Board assumes responsibilities for determining the Company’s overall strategic direction as well as,
development and control of the Group. It has further adopted the pertinent responsibilities as listed in the Code to facilitate
the discharge of the Board’s stewardship responsibilities.
An Executive Committee comprising key management personnel assists the Board in the day-to-day operation of the Group.
The Executive Committee deals with a wide range of matters, including review of monthly financial results, proposal for
capital expenditure and major operating issues. The Committee also reviews acquisitions, disposals and budgets before they
are submitted to the Board.
Key matters, such as approval of annual and interim financial results, acquisitions and disposals, as well as material
agreements, major capital expenditures, budgets, long term plans and succession planning are reserved for the Board.
BOARD COMPOSITION AND BALANCE
The Board currently has seven (7) members, comprising four (4) Independent Non-Executive Directors, and three (3)
Executive Directors. The Company has fully complied with the requirement of the Listing Requirements of Bursa Securities for
Independent Non-Executive Directors to make up at least one-third (1/3) of the Board membership as well as the requirement
for a Director who is a member of the Malaysian Institute of Accountants to sit in the Audit Committee.
The composition of the Board is deemed fairly balanced to complement itself in providing the industry-specific knowledge,
technical and commercial experience. Together, they bring a wide range of business and financial experience relevant to
ensure the Group continues to be competitive in the duty free, trading and service industries.
A brief profile of each Director is presented in the preceding pages of the Annual Report.
18
DFZ
Capital
Berhad
(104556-X)
Statement On
Corporate Governance (contd.)
BOARD COMPOSITION AND BALANCE (contd.)
There is a clear division of responsibilities between the Independent Non-Executive Chairman, Tan Sri Dato’ Seri Megat Junid
bin Megat Ayob and the Managing Director, Dato’ Ong Kar Beau to ensure the desired balance of power and authority.
The presence of Independent Non-Executive Directors fulfill a pivotal role in corporate governance accountability and are
fully independent of management and free from any relationship which could interfere with their unbiased and independent
judgement.
Balance is further ensured by way of the active and unrestricted participation of Independent Non-Executive Directors in the
deliberations and decisions of the Board. All Directors had full access to background information pertaining all matters placed
before them for decisions and are entitled to call for full disclosure by the management on matters that are placed before the
Board for decisions. This is to ensure that matters moved for decision by the executive management can be discussed and
examined in a balanced manner that takes into account of the long term interests, not only of the shareholders, but also of
the employees, suppliers, customers and the communities with which the Group conducts businesses.
BOARD MEETINGS
The Board has at least four (4) regularly scheduled meetings annually, with additional meetings convened as and when
necessary.
Six (6) Board meetings were held during the financial year ended 31 December 2005. The attendance record of each Director
is as follows:
Date of Appointment
Number of Board
Meetings Held
During Director’s
Tenure in Office
Number of Board
Meetings Attended
Percentage
(%)
Tan Sri Dato’ Seri Megat
Junid bin Megat Ayob
15-04-2003
6
6
100
09-10-2002
6
6
100
Dato’ Khalid bin
Mohamad Jiwa
09-10-2002
6
6
100
Wong Peng Yew
15-10-2002
6
6
100
Dato’ Paduka Syed
Mansor bin Syed Kassim
Barakbah
11-04-1994
6
6
100
Mohamed Suhaimi bin
Sulaiman
23-04-2004
6
6
100
Mohd Kamarudin bin
Haron
02-02-2005
5
5
100
Directors
19
DFZ
Capital
Berhad
(104556-X)
Statement On
SUPPLY OF INFORMATION
All Directors are provided quarterly reports on major operational, financial and corporate issues prior to the Board Meetings.
An agenda and papers on specific subjects are sent to the members of the Board in advances to ensure that there is
sufficient time to enable the Directors to obtain further explanations where necessary and to facilitate informed decisionmaking process. All Directors have access to all information within the Group whether as full Board or in their individual
capacity, in furtherance of their duties.
All members of the Board, whether as a full Board or in their individual capacity, have ready and direct access to the advice
and services of the Company Secretary to assist them in the furtherance of their duties. Where necessary, the Board may
engage independent professional advisors at the Group’s expenses on specialised issues to enable them to discharge their
duties proficiently.
APPOINTMENT AND RE-ELECTION OF DIRECTORS
In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors shall retire from office at every
annual general meeting but shall be eligible for re-election. The Articles also provide that Directors appointed during the year
by the Board shall hold office only until the next annual general meeting, and shall be eligible for re-election.
Directors over seventy (70) years of age are subject to re-appointment annually in accordance with Section 129 (6) of the
Companies Act, 1965.
DIRECTORS’ TRAINING
All the Directors have completed the Mandatory Accreditation Programme pursuant to the requirements of Bursa
Securities.
The Directors are mindful that they should receive appropriate continuous training and they have attended seminars and
briefings in order to broaden their perspectives and to keep abreast with the changes on guidelines issued by the relevant
authorities as well as the latest developments in the market place.
During the financial year, all the Directors have attended training programmes in the area of corporate governance, finance,
taxation and risk management organised by the Company. The Directors continue to undergo other relevant training
programmes as appropriate, to further enhance their skills and knowledge.
20
DFZ
Capital
Berhad
(104556-X)
Statement On
BOARD COMMITTEES
The Board has appointed other Board Committees, which operate within clearly defined terms of reference. Standing
committees of the Board include the Audit Committee, the Nomination Committee and the Remuneration Committee.
(a)
Audit Committee
The Audit Committee’s role and functions are set out on pages 14 to 16 of this Annual Report.
(b) Nomination Committee
The Nomination Committee, comprising exclusively of Independent Non-Executive Directors, is given the responsibility
of proposing new nominees for the Board including the Board’s committees and assessing the performance of each
individual Director and overall effectiveness of the Board on an ongoing basis.
The Nomination Committee currently comprise the following:
Mohd Kamarudin bin Haron (Appointed on 29 July 2005)
The appointment of new Director is the responsibility of the full Board after considering recommendation of
the Nomination Committee.
In making this recommendation, the Committee will consider the required mix of skills and experience and
other qualities, including core competencies which Directors of the Company should bring to the Board.
The Committee met once during the year 2005 with full attendance of all members to review the nomination of a
new Director to the Board.
(c)
Remuneration Committee
The Remuneration Committee, comprising a majority of Independent Non-Executive Directors, is given the
responsibility of recommending to the Board the framework and quantum values for the Executive Directors’
remuneration and the remuneration package for each Executive Director.
The Remuneration Committee currently comprise the following:
The Committee met once during the year 2005 to deliberate on the remuneration of the Executive Directors for
the financial year ended 31 December 2005.
21
DFZ
Capital
Berhad
(104556-X)
Statement On
DIRECTORS’ REMUNERATION
The Board endeavors to ensure that the level of remuneration offered to Directors are sufficient to attract and retain people
needed to run the Group successfully. In the case of Executive Directors, the component parts of remuneration are structured
to link rewards to corporate and individual performance. In the case of Non-Executive Directors, the level of remuneration
reflects the experience and level of responsibilities undertaken by the particular Non-Executive Director concerned.
The policy of the Executive Directors’ Remuneration will be in line with the Group’s overall practice on pay and benefits.
Non-Executive Directors’ and the Independent Non-Executive Chairman’s remuneration will be a matter to be decided by the
Board as a whole with the Director concerned abstaining from deliberation and voting on decisions in respect of his individual
remuneration. The Company will reimburse reasonable expenses incurred by Non-Executive Directors in the course of their
duties as Directors.
A summary of the remuneration of Directors for the financial year ended 31 December 2005 are as follows:
1. Aggregate remuneration of Directors categorised into appropriate components:
Directors
Salaries and Other Emoluments
RM
Allowances
RM
Total
RM
1,237,307
156,150
1,393,457
-
449,800
449,800
Executive Directors
Non-Executive Directors
2. Number of Directors whose remuneration falls into the following bands:
Directors
2005
Number of Directors
Executive
Non-Executive
Below RM50,000
-
RM100,001 – RM150,000
-
RM150,001 – RM200,000
2004
Number of Directors
Executive
Non-Executive
2
-
4
-
1
1
-
1
-
-
RM200,001 – RM250,000
-
1
2
-
RM350,001 – RM400,000
-
-
2
-
RM400,001 – RM450,000
1
-
-
-
RM450,001 – RM500,000
1
-
-
-
RM500,001 – RM550,000
1
-
-
-
22
DFZ
Capital
Berhad
(104556-X)
Statement On
ACCOUNTABILITY AND AUDIT
Financial Reporting
In presenting the annual financial statements and quarterly financial results announcement to shareholders, investors and
regulatory authorities, the Board of Directors aim to present a balanced and understandable assessment of the Group’s
position and prospects. The Audit Committee assists the Board in scrutinising information for disclosure to ensure accuracy
and adequacy.
The Statement by Directors pursuant to Section 169 of the Companies Act, 1965 is set out on page 36 of this Annual
Report.
Statement of Directors’ Responsibilities in respect of the Audited Financial Statements
The Directors are required by the Companies Act, 1965 to prepare financial statements, which give a true and fair view of
the state of affairs of the Group and the Company at the end of each financial year and of their results and cash flows for the
financial year.
In exercising the functions of the Board of Directors, the Directors have considered the following in preparing the financial
statements:
i)
ii)
iii)
The Company has used appropriate accounting policies, which are consistently applied;
Reasonable and prudent judgements and estimates were made; and
All applicable approved accounting standards in Malaysia have been followed.
The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose with reasonable
accuracy at any time the financial position of the Company and to enable them to ensure that the financial statements comply
with the Companies Act, 1965.
The Directors have overall responsibilities for taking such steps that are reasonably available to them to safeguard the assets
of the Company and to prevent and detect fraud and other irregularities, if any.
Internal Control
The Directors recognise their responsibilities for the maintenance of a system of internal controls and reviewing its
effectiveness. As with any such system, controls can only provide reasonable but not absolute assurance against material
misstatement or loss.
The Group’s Audit and Risk Assessment division regularly reports on compliance with internal financial controls and
procedures to the Audit Committee. They also ensure that the recommendations to improve controls are followed through
by management.
Relationship with the External Auditors
The Board has always maintained a professional and transparent relationship with the External Auditors in seeking their
professional advice through the Audit Committee.
The role of the Audit Committee in relation to the External Auditors is described on pages 14 to 16.
23
DFZ
Capital
Berhad
(104556-X)
Statement On
Statement on Internal Control
The Statement on Internal Control provides an overview of the Internal Control within the Group and is set out on page 29
of this Annual Report.
RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS
Dialogue between the Company and Investors
The Company acknowledges the importance of transparency and accountability to its shareholders and as such maintains a
constructive communication policy with its shareholders and investors through timely dissemination of information to ascertain
that they are well informed of any major developments of the Group.
In addition to the Company’s compliances with the continuing disclosure and announcement obligations contained in the
Listing Requirements of Bursa Securities, shareholders and investors are kept informed of the Group’s progress through
the provision of Annual Report, quarterly financial results, announcements to Bursa Securities and in the circulars to
shareholders.
The Group has also established a website www.dfzcapital.com.my from which shareholders can access information on the
operations and activities of the Group.
Annual and Extraordinary General Meeting
The Board of Directors of the Company hold the view that the Annual General Meeting (“AGM”) serves as the primary means
of communicating with its shareholders. At each AGM, the Board presents the progress and performance of the Group’s
businesses as contained in the Annual Report and encourages shareholders to participate in the question and answer
session.
The members of the Board and Board Committees are available to respond to the shareholders’ questions during the
meeting. Extraordinary General Meetings are held as and when shareholders’ approvals are required on specific matters.
Each item of special business included in the notice of the AGM and each item of the extraordinary general meeting are
accompanied by an explanatory statement to facilitate full understanding and evaluation of issue involved.
COMPLIANCE WITH THE BEST PRACTICES OF THE CODE
The Group is in substantial compliance throughout the financial year with the Principles and Best Practices of the Code.
Statement made in accordance with a resolution of the Board of Directors dated 21 April 2006.
24
DFZ
Capital
Berhad
(104556-X)
Additional Compliance
Information
The information set out below is disclosed in compliance with the Listing Requirements of Bursa Malaysia Securities
Berhad:
STATUS OF UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSAL
Utilisation of Rights Issue proceeds are as follows:
Revised
utilisation
RM’000
Actual
utilisation
RM’000
Balance yet
to be
utilised
RM’000
Repayment to Scheme Creditors (1)
12,100
11,090
1,010
Repayment to essential creditors (2)
10,000
1,200
8,800
Working Capital
37,442
35,945
1,497
Establishment of new duty-free outlets
Refurbishment and upkeep of existing duty-free outlets and hotel of the Group
120
120
-
2,000
1,961
39
4,602
4,602
-
66,264
54,918
11,346
Estimated fees relating to the Existing Restructuring Plan and/or Proposed
Alternative Restructuring Plan
Notes:
(1)
In event that borrowings are taken to repay the Scheme Creditors prior to completion of the Rights Issue, such amount shall be used to repay the financial
institution(s) from which the borrowings are taken.
(2)
Being payment of RM10.0 mil�
subsequent period.
SHARE BUY-BACK
During the financial year, on 29 November 2005, the Company purchased a total of 10,000 of its issued ordinary shares from
the open market at an average price of RM1.59 per share. The total consideration paid for the purchase including transaction
costs was RM16,018 and this was financed by internally generated funds. The shares purchased are being held as treasury
shares in accordance with Section 67A of the Companies Act, 1965. No shares were resold or cancelled during the financial
year.
25
DFZ
Capital
Berhad
(104556-X)
Information (contd.)
OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES
The Company had issued 36,409,703 Irredeemable Convertible Preference Shares (“ICPS”) Series B1 and B2 respectively
and 22,422,574 ICPS Series C in the previous financial year. On 12 January 2005, the Company had issued additional
50,000 ICPS-B1, 50,000 ICPS-B2 and 50,000 ICPS-C at an issue price of RM1.00 each to Commerce International Merchant
Bankers Berhad as primary subscriber, for a total cash consideration of RM150,000. The main features of the ICPS-B1,
ICPS-B2 and ICPS-B3 are disclosed in Note 27 (a) of the Notes to the financial statements.
On 18 January 2005, the Company had via a renounceable rights issue, issued a total of 22,262,636 new ordinary shares
of RM1.00 each (“Rights Shares”) at an issuance price of RM1.00 per Right Share together with 363,642,355 ICPS Series
A of RM0.10 each at an issue price of RM0.10 per ICPS-A. The main features of the ICPS-A are disclosed in Note 27 (a) of
the Notes to the financial statements.
During the financial year, a total of 344,677,023 ICPS-A were converted into 31,334,271 new ordinary shares of RM1.00
each at a conversion price of RM1.10 per new ordinary share which were satisfied by tendering the equivalent par value of
ICPS-A for every 1 new ordinary share.
An Employees’ Share Option Scheme (“ESOS”) for eligible employees and directors of the Company and its subsidiaries
have been approved by the Company’s shareholders at the Extraordinary General Meeting (“EGM”) held on 8 April 2003.
The ESOS Bye-Laws were subsequently amended and approved by the shareholders at the EGM held on 21 September
2004 and had since been implemented.
The Company did not grant any share options during the financial year.
AMERICAN DEPOSITORY RECEIPT (“ADR”) OR GLOBAL DEPOSITORY RECEIPT (“GDR”) PROGRAMME
During the financial year, the Company did not sponsor any ADR or GDR programme.
SANCTIONS AND/OR PENALTIES
There were no sanctions or penalties imposed on the Company and its subsidiaries, directors or management by the relevant
regulatory bodies during the financial year.
NON-AUDIT FEES
The amount of non-audit fees paid to the external auditors by the Group and the Company for the financial year amounted to
RM92,880 and RM24,340 respectively.
VARIATION IN RESULTS
There were no material variations between the audited results for the financial year ended 31 December 2005 and the
unaudited results for the quarter ended 31 December 2005 of the Group announced on 24 February 2006
There was no profit forecast announced during the financial year.
26
DFZ
Capital
Berhad
(104556-X)
PROFIT GUARANTEE
During the financial year, there was no profit guarantee given by the Company.
MATERIAL CONTRACTS INVOLVING DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS
Save as disclosed below, there were no material contracts entered into by the Company and its subsidiaries involving
directors’ and major shareholders’ interests which were still subsisting as at the end of the financial year or if not then
subsisting, entered into since the end of the previous financial year:
(i)
Kelana Megah Sdn. Bhd. (“KMSB”), a 85.3% owned subsidiary of DFZ Capital Berhad (“DFZ”) has entered
into a Tenancy Agreement, Deed of Assignment and Power of Attorney with Naluri Corporation Berhad (“Naluri”), a
substantial shareholder of DFZ, in respect of the leaseback of the duty free complex in Johor Bahru from 1 December
2004 onwards for a consideration of RM10.0 million per annum.
(ii)*
KMSB has entered into various agreements with Tenggara Senandung Sdn. Bhd. (“TSSB”), a wholly-owned
subsidiary of Naluri for the rental and management of a shoplot, the ferry terminal together with the car parks all
located at the duty free complex in Johor Bahru from 1 November 2003 onwards for a total cash consideration of
RM2.4 million per annum.
(iii)* Cergasjaya Sdn. Bhd. and Cergasjaya Properties Sdn. Bhd., both wholly-owned subsidiaries of DFZ have also
entered into various agreements with TSSB for the management of the car parks located at the duty free complex
in Bukit Kayu Hitam from 30 June 2004 onwards for a total cash consideration of RM0.2 million per annum.
* TSSB became a wholly-owned subsidiary of Naluri on 12 August 2005.
REVALUATION POLICY ON LANDED PROPERTIES
The Group has not adopted a policy of regular revaluation of such assets as permitted under the transitional provisions.
27
DFZ
Capital
Berhad
(104556-X)
RECURRENT RELATED PARTY TRANSACTION
The summary of the Recurrent Related Party Transactions which have been entered by the Group based on the mandate as
obtained at the Extraordinary General Meeting held on 21 June 2005 are as follows:
Name of subsidiary of DFZ
Nature of transaction
Interested related party
Transaction
value
RM’000
Total sales to Emas Kerajang Sdn. Bhd.
Winner Prompt Sdn. Bhd.
Selasih Ekslusif Sdn. Bhd.
Black Forest Golf & Country Club
Sdn. Bhd.
Sale of chocolate and
liquor products
- Atlan Holdings Bhd (“AHB”)
- Dato’ Khalid bin Mohamad Jiwa*
- Dato’ Ong Kim Hoay*
4,108
Sale of cigarettes,
perfume and liquor
products
- AHB
2,785
Sale of retail products
- AHB
43
- AHB
28
- AHB
15
Sale of liquor products
Sale of golf facilities
and retail products
6,979
28
DFZ
Capital
Berhad
(104556-X)
RECURRENT RELATED PARTY TRANSACTION (contd.)
Name of subsidiary of DFZ
Nature of transaction
Interested related party
Transaction
value
RM’000
Total purchases from Emas Kerajang Sdn. Bhd.
Purchase of cigarettes
and liquor products
- AHB
11,091
products
- AHB
62
and liquor products
- AHB
1,185
Sriwani Tax-Free Emporium Sdn. Bhd.
and liquor products
- AHB
196
- AHB
647
Black Forest Golf & Country Club Sdn.
Bhd.
and liquor products
13,181
Note
*
Dato’ Khalid bin Mohamad Jiwa was a director of AHB and currently is a director of Naluri Corporation Berhad (“Naluri”) and the Company. Dato’ Ong Kim Hoay is
a director of AHB and has been a director of the Company within the preceding twelve (12) months from the date of the above Recurrent
Related Party Transactions.
Multi Esprit Sdn. Bhd. (“MESB”), a company in which Dato’ Khalid and Dato’ Ong held 38.75% and 22.50% equity interests respectively first become a
major shareholder of the Company pursuant to the restricted issue of 7.273 million new ordinary shares in the Company to MESB on 30 November 2004,
which formed part of the alternative restructuring plan of the Company to regularise its financial predicament. Subsequently, on 24 January 2005, MESB
placed out all the Company’s shares and since then, does not hold any shares in the Company. As such, Dato’ Khalid and Dato’ Ong were major shareholders
of the Company within the preceding twelve (12) months from the date of the Recurrent Related Party Transactions.
Subsequent to the financial year ended 31 December 2005, both Dato’ Khalid and Dato’ Ong are no longer deemed as the Related Party as their twelve (12)
months relationship mentioned above has ceased.
29
DFZ
Capital
Berhad
(104556-X)
Statement On Internal Control
The Board assumes the responsibilities for the Group’s system of internal control and for reviewing the adequacy and
integrity of those systems. Such system is designed to manage the risk of failure to achieve business objectives, and provide
reasonable and not absolute assurance against material misstatement or loss.
In compliance with the Revamped Listing Requirements of the Bursa Malaysia Securities Berhad in the annual reports
and the publication of guidance for directors on internal control “Statement on Internal Control: Guidance for Directors of
Public Listed Companies”, the Board confirms that there is an ongoing process for identifying, evaluating and managing the
significant risks faced by the Group and this has been in place for the financial year and up to the date of approval of the
annual report and financial statements.
The Board further confirms that this process is regularly reviewed by the Board and accords with the guidance.
The Group’s system of internal control is maintained to achieve the following objectives:
1.
2.
3.
4.
Safeguard the shareholders’ interest and assets of the Group.
Ensure the achievement of financial and operational objectives.
Ensure compliance with regulatory requirements.
Identify and manage risks affecting the Group.
Salient features of the framework of internal control system of the Group are as follows:
1.
2.
3.
4.
5.
6.
7.
8.
The management and organisation structure are well defined, with clear line of responsibilities and delegation of
authorities.
Key responsibilities are properly segregated in achieving a proper check and balance review and approval
process.
Executive Directors and head of divisions meet regularly to discuss operational, corporate, financial and key
management issues.
The Board continuously assesses the key business risks with the help of the Audit Committee and external
professionals.
Financial results are reviewed quarterly by the Board and the Audit Committee.
Internal control policies and procedures are properly documented and communicated to all staff members.
Through the internal audit process, the effectiveness of internal control policies and procedures are subject
to continuous assessments, reviews and improvements.
Effective reporting system to ensure timely generation of financial information for management review.
The Directors are of the opinion that the existing system of internal control is adequate in achieving the above objectives.
Statement made in accordance with a resolution of the Board of Directors dated 21 April 2006.
The external auditors have reviewed the Statement of Internal Control as required by paragraph 15.24 of the Listing
Requirement of Bursa Malaysia Securities Berhad. Their review was performed in accordance with Recommended Practice
Guide 5 (“RPG”) issued by the Malaysian Institute of Accountants.
30
DFZ
Capital
Berhad
(104556-X)
THE ZON AT 88, JALAN IBRAHIM SULTAN, STULANG LAUT, 80720 JOHOR BAHRU
1.
2.
3.
THE ZON REGENCY HOTEL BY THE SEA
THE ZON MALL
THE ZON FERRY TERMINAL
Financial Statements
Directors’ Report
32 - 35
Statement By Directors
36
36
Report Of The Auditors
37
Income Statements
38
Balance Sheets
39
Statements Of Changes In Equity
40 - 41
42 - 44
Notes To The Financial Statements
45 - 92
32
DFZ
Capital
Berhad
(104556-X)
Directorsʼ Report
The directors have pleasure in presenting their report together with the audited financial statements of the Group and of the
Company for the financial year ended 31 December 2005.
PRINCIPAL ACTIVITIES
The principal activity of the Company is investment holding.
The principal activities of the subsidiaries are described in Note 15 to the financial statements.
There have been no significant changes in the nature of these principal activities during the financial year.
RESULTS
GROUP
RM
COMPANY
RM
Profit after taxation
Minority interests
19,453,046
(232,829)
4,916,169
-
Net profit for the year
19,220,217
4,916,169
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the
statements of changes in equity.
In the opinion of the directors, the results of the 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.
DIVIDEND
The amount of dividend paid by the Company since 31 December 2004 was as follows:
RM
In respect of the financial year ended 31 December 2005 as reported
in the directors’ report of that year:
Interim dividend of 6% less 28% taxation, on 113,019,969 ordinary shares,
declared on 26 August 2005 and paid on 13 October 2005
The directors do not recommend any final dividend in respect of the current financial year.
4,882,458
33
DFZ
Capital
Berhad
(104556-X)
Directorsʼ Report (contd.)
DIRECTORS
The names of the directors of the Company in office since the date of the last report and at the date of this report are:
Dato’ Ong Kar Beau *
Dato’ Khalid bin Mohamad Jiwa
Wong Peng Yew #
Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah * ^ #
Mohamed Suhaimi bin Sulaiman * ^ #
Mohd Kamarudin bin Haron ^
^ Members of Nomination Committee
* Members of Remuneration Committee
# Members of Audit Committee
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the
Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the
Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 6
to the financial statements and the fixed salary of full-time employees of the Company and its related corporations) by reason
of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with
a company in which he has a substantial financial interest, except for those benefits which may be deemed to have arisen
by virtue of those contracts, agreements and transactions (either as a supplier, agent, customer or contractor) in respect of
trading and other services entered into in the ordinary course of business between the Company and its subsidiaries and
companies in which the directors are deemed to have an interest, and as disclosed in Note 32 to the financial statements.
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, none of the directors in office at the end of the year have any interest in
shares in the Company or its related corporations during the financial year.
ISSUE OF SHARES
During the financial year, the Company:
(a) completed its issuance of 22,626,636 number of Renounceable Rights Issue (“Rights Shares”) at an issue price of
RM1.00 per Right Share together with 363,642,355 Irredeemable Convertible Preference Shares – A (“ICPS-A”) of
RM0.10 each at an issue price of RM0.10 per ICPS-A;
(b) completed its issuance of additional 50,000 ICPS-B1, 50,000 ICPS-B2 and 50,000 ICPS-C at an issue price of RM1.00
each for cash totaling RM150,000;
34
DFZ
Capital
Berhad
(104556-X)
ISSUE OF SHARES (CONTD.)
(c) completed its conversion of 344,677,023 ICPS-A to 31,334,271 ordinary shares on piece meal basis by way of surrendering
equivalent par value of the ICPS-A to satisfy the conversion price of RM1.10 of the ordinary shares; and
(d) repurchased 10,000 of its issued ordinary shares from the open market at an average price of RM1.59 per share on
29 November 2005. The total consideration paid for the repurchase including transaction costs was RM16,018 and this
was financed by internally generated funds. The shares repurchased are being held as treasury shares in accordance
with Section 67A of the Companies Act, 1965.
EMPLOYEES’ SHARE OPTIONS SCHEME (“ESOS”)
The Company implemented an ESOS which is governed by the bye-laws approved by the shareholders at Extraordinary
General Meetings held on 8 April 2003 and 21 September 2004.
The salient features and other terms of the ESOS are disclosed in Note 27(b) to the financial statements.
There are no ESOS granted during the financial year.
OTHER STATUTORY INFORMATION
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took
reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for
doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate provision
had been made for doubtful debts in the financial statements of the Group. The directors were also satisfied that
there were no known bad debts and adequate provision had been made for doubtful debts in the financial statements
of the Company; and
(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the
ordinary course of business had been written down to an amount which they might be expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial statements of
the Group inadequate to any substantial extent nor are they aware of any circumstances which would render it
necessary to write off any bad debts or the amount of the provision for doubtful debts inadequate to any substantial
extent in respect of the financial statements of the Company; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence
to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or
financial statements of the Group and of the Company which would render any amount stated in the financial statements
misleading.
35
DFZ
Capital
Berhad
(104556-X)
OTHER STATUTORY INFORMATION (CONTD.)
(e) As at the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial year which
secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
(f) In the opinion of the directors:
(i) no contingent 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 will or may affect the ability of the Company to meet its obligations
when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the
financial year and the date of this report which is likely to affect substantially the results of the operations of the Group
or of the Company for the financial year in which this report is made.
OTHER SIGNIFICANT EVENTS
The other significant events are as disclosed in Note 34 to the financial statements.
SUBSEQUENT EVENTS
The subsequent events are as disclosed in Note 35 to the financial statements.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed in accordance with a resolution of the directors:
DATO’ ONG KAR BEAU
Kuala Lumpur, Malaysia
Date: 21 April 2006
WONG PENG YEW
36
DFZ
Capital
Berhad
(104556-X)
Statement by Directors
pursuant to section 169(15) of the Companies Act, 1965
We, DATO’ ONG KAR BEAU and WONG PENG YEW, being two of the directors of DFZ CAPITAL BERHAD (formerly known
as Sriwani Holdings Berhad), do hereby state that, in the opinion of the directors, the accompanying financial statements set
out on pages 38 to 92 are drawn up in accordance with applicable MASB Approved Accounting Standards in Malaysia and
the provisions of the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2005 and of the results and the cash flows of the Group and of the Company for the year then
ended.
Signed in accordance with a resolution of the directors:
DATO’ ONG KAR BEAU
WONG PENG YEW
Kuala Lumpur, Malaysia
Date: 21 April 2006
pursuant to section 169(16) of the Companies Act, 1965
I, WONG PENG YEW, being the director primarily responsible for the financial management of DFZ CAPITAL BERHAD
(formerly known as Sriwani Holdings Berhad), do solemnly and sincerely declare that the accompanying financial statements
set out on pages 38 to 92 are in my opinion 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 WONG PENG YEW
at Kuala Lumpur in the Wilayah Persekutuan
on 21 April 2006 :
Before me,
AHMAD B. LAYA
No: W259
Commissioner for Oaths
WONG PENG YEW
37
DFZ
Capital
Berhad
(104556-X)
Report of the Auditors
to the members of DFZ Capital Berhad
We have audited the financial statements set out on pages 38 to 92. 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 the financial statements and to report our
opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not
assume responsibility to any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
the directors, as well as evaluating the overall presentation of the financial statements. 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 so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 December 2005 and of the results and the cash flows
of the Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.
We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of which we have not acted
as auditors, as indicated in Note 15 to the financial statements, being financial statements that have been included in the
consolidated financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements of
the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial
statements and we have received satisfactory information and explanations required by us for these purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include
any comment required to be made under Section 174(3) of the Act.
Ernst & Young
AF: 0039
Chartered Accountants
Date: 21 April 2006
George Koshy
No. 1846/07/07(J)
Partner
38
DFZ
Capital
Berhad
(104556-X)
Income Statements
for the year ended 31 December 2005
GROUP
Note
Revenue
Other income
Changes in inventories and
development properties
Restructuring plan expenses
Depreciation
Inventories purchased and
materials consumed
Gain/(Loss) on disposal of property,
plant and equipment
Maintenance expenses
Provision for doubtful debts
Provision for doubtful debts written back
Rental of premises
Staff costs
Waiver of debts
Impairment of property, plant
and equipment
Loss on disposal of land held for
property development
Other operating expenses
3
4
5
7
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
252,270,795
10,477,391
167,335,419
11,616,059
7,600,000
826,841
2,920,010
6,481,063
(3,017,784)
1,059,980
(8,407,639)
(14,222,299)
(161,054,704)
(97,985,636)
1,508,900
(3,638,607)
(178,994)
2,315,591
(23,528,405)
(31,501,611)
130,805
(55,052,896)
(3,393,736)
(5,775,843)
124,358
(12,733,251)
(21,248,863)
370,916,392
-
(511)
(97,600)
(403,431)
-
(11,868,645)
-
(5,736,051)
(2,432)
(34,513,790)
116,396,560
(105,900)
(250,572)
176,430,312
-
(26,384,797)
(9,824,824)
(28,140,851)
(1,005,252)
Profit from operations
23,879,643
282,397,725
6,920,047
Interest income
Interest expense
836,888
(1,039,169)
649,075
(884,991)
439,459
(198,814)
576,830
(54,029)
(202,281)
(235,916)
240,645
522,801
23,677,362
(4,224,316)
282,161,809
(3,355,750)
7,160,692
(2,244,523)
254,900,415
(452,663)
Profit after taxation
Minority interests
19,453,046
(232,829)
278,806,059
(65,519)
4,916,169
-
254,447,752
-
19,220,217
278,740,540
4,916,169
254,447,752
10(a)
10(b)
0.19
0.09
45.32
23.44
11
4.32
-
4.32
-
8
Net finance (costs)/income
Profit before taxation
Taxation
9
Earnings per share
Basic
Diluted
Net dividend per ordinary share in
respect of the year (sen):
The accompanying notes form an integral part of the financial statements.
(760,523)
254,377,614
39
DFZ
Capital
Berhad
(104556-X)
Balance Sheets
as at 31 December 2005
GROUP
Note
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
66,925,745
12,972,296
1,011,667
55,185,650
12,942,570
118,505
116,886
405,058
205
20,000,000
-
716
-
80,909,708
68,768,669
20,000,205
716
26,229,851
21,382,959
33,464,434
29,786,124
12,815,379
5,487,696
30,657,533
21,008,083
21,445,367
12,066,466
20,049,697
9,386,788
110,863,368
69,968,691
33,511,833
29,436,485
596,955
2,429,620
22,191,743
67,003,403
2,243,654
577,792
16,841,512
20,833,763
69,933,451
3,716,770
38,032,525
194,831
11,000,000
61,858,422
452,663
94,465,375
111,903,288
38,227,356
73,311,085
16,397,993
(41,934,597)
(4,715,523)
(43,874,600)
97,307,701
26,834,072
15,284,682
(43,873,884)
113,048,169
11,435,732
59,087,262
9,524,197
113,048,169
11,435,732
59,087,262
9,524,197
100,631,710
251,233
(16,018)
(130,780,072)
97,363,279
253,927
(145,117,831)
100,631,710
(16,018)
(209,814,911)
97,363,279
(209,848,622)
94,570,754
641,226
21,110,834
408,397
15,284,682
-
(43,873,884)
-
95,211,980
21,519,231
15,284,682
(43,873,884)
197,847
1,147,874
750,000
2,837,682
977,159
1,500,000
-
-
2,095,721
5,314,841
-
-
97,307,701
26,834,072
15,284,682
NON-CURRENT ASSETS
Property, plant and equipment
Land held for property development
Goodwill on consolidation
Investments in subsidiaries
Deferred tax assets
Other non-current assets
12
13
14
15
16
17
CURRENT ASSETS
Inventories
Trade receivables
Other receivables
Cash and bank balances
18
19
20
21
CURRENT LIABILITIES
Provision for liabilities
Borrowings
Trade payables
Other payables
Tax payable
22
23
25
26
NET CURRENT ASSETS/(LIABILITIES)
FINANCED BY/ (REPRESENTING):
Share capital:
Ordinary shares
Preference shares
Reserves:
Share premium
Foreign exchange reserve
Treasury shares
Accumulated losses
27
27
27(c)
Shareholders’ equity/ (deficit)
Minority interests
Borrowings
Deferred tax liabilities
Deferred payables
Non-current liabilities
23
16
28
(43,873,884)
40
DFZ
Capital
Berhad
(104556-X)
Statements of Changes in Equity
Share Capital
GROUP
At 1 January 2004
Ordinary Preference
Shares
Shares
RM
RM
121,214,124
Non-distributable
Foreign
Share Exchange Treasury Accumulated
Premium
Reserve
Shares
Losses
RM
RM
RM
RM
- 45,257,647
254,365
Foreign exchange
differences,
representing net
losses not recognised
in the income
statement
Capital reduction
(118,789,842)
Issue of ordinary shares
56,662,980
Issue of preference
shares
-
9,524,197 92,424,266
-
-
At 31 December 2004
9,524,197 97,363,279
253,927
Foreign exchange
differences,
representing net
losses not recognised
in the income
statement
Issue of preference
shares
Conversion of preference
shares
Purchase of treasury
shares
Dividend (Note 11)
At 31 December 2005
59,087,262
22,626,636
- (45,257,647)
4,939,013
(438)
-
- (587,905,860) (421,179,724)
-
164,047,489
-
-
278,740,540
(438)
61,601,993
101,948,463
278,740,540
- (145,117,831)
21,110,834
-
-
(2,694)
22,626,636
-
-
- 36,379,237
135,000
-
-
-
36,514,237
3,133,431
-
-
-
-
-
-
11,435,732 100,631,710
251,233
31,334,271 (34,467,702)
113,048,169
-
(2,694)
-
Total
RM
(16,018)
-
19,220,217
(4,882,458)
(16,018) (130,780,072)
(16,018)
19,220,217
(4,882,458)
94,570,754
41
DFZ
Capital
Berhad
(104556-X)
Statements of Changes in Equity (contd.)
Share Capital
Ordinary
Preference
Shares
Shares
RM
RM
COMPANY
At 1 January 2004
121,214,124
Capital reduction
(118,789,842)
56,662,980
Issue of preference shares
At 31 December 2004
Issue of preference shares
Conversion of preference
shares
Purchase of treasury
shares
Dividend (Note 11)
At 31 December 2005
Non-distributable
Share
Treasury Accumulated
Premium
Shares
Losses
RM
RM
RM
Total
RM
9,524,197
-
45,257,647
(45,257,647)
4,939,013
92,424,266
-
- (628,343,863) (461,872,092)
- 164,047,489
61,601,993
- 101,948,463
- 254,447,752 254,447,752
59,087,262
22,626,636
-
9,524,197
36,379,237
97,363,279
135,000
31,334,271
(34,467,702)
3,133,431
-
-
-
-
-
-
(16,018)
-
4,916,169
(4,882,458)
(16,018)
4,916,169
(4,882,458)
113,048,169
11,435,732
100,631,710
(16,018) (209,814,911)
15,284,682
- (209,848,622)
-
(43,873,884)
22,626,636
36,514,237
42
DFZ
Capital
Berhad
(104556-X)
2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
23,677,362
282,161,809
7,160,692
254,900,415
32,579
(68,640)
33,360
3,017,784
10,739
3,777
280,440
14,222,299
511
2,432
(630,662)
(149,872)
118,505
-
9,824,824
(2,815,610)
-
CASH FLOWS FROM OPERATING ACTIVITIES
Adjustments for:
Amortisation of goodwill
Bad debts written off
Deposit forfeited
Deposit written off
Depreciation
Loss on disposal of land held for
Gain on disposal of marketable securities
Gain on disposal of a subsidiary
Goodwill written off
Gross dividend from a subsidiary
(Gain)/loss on disposal of property,
plant and equipment
Impairment of property, plant
and equipment
Inventories written down to net
realisable value
Inventories written off
Interest expense
Interest income
Negative goodwill recognised
Plant and equipment written off
Provision for doubtful debts written back
Provision of contribution cost written back
Reversal of inventories written down to
net realisable value
Tax penalty written back
Unrealised foreign exchange gain
Waiver of debts
(1,508,900)
-
(7,600,000)
(2,815,610)
-
55,052,896
-
-
11,868,645
-
-
100,527
316,963
1,039,169
(836,888)
(268,803)
28,110
178,994
(2,315,591)
(280,000)
14,967
884,991
(649,075)
809,567
5,775,843
(124,358)
-
198,814
(439,459)
-
(17,263)
(138,706)
(18,901)
(130,805)
(163,777)
(370,916,392)
Operating profit/(loss) before working
capital changes
Increase in receivables
Increase in inventories
Increase in land held for property development
Increase/(decrease) in provision for liabilities
(Decrease)/increase in payables
22,178,322
(4,501,905)
(6,216,108)
(29,726)
19,163
(22,238,750)
6,241,585
(567,907)
(1,129,664)
(394,210)
(1,080,152)
(679,442)
(102,364)
(3,607,619)
(6,748,646)
975,667
Cash (used in)/generated from operations
Interest paid
Taxes paid
(10,789,004)
(1,039,169)
(6,332,964)
3,069,652
(884,991)
(2,548,252)
(4,389,425)
(151,890)
(374,355)
(5,772,979)
-
Net cash used in operating activities
(18,161,137)
(363,591)
(4,915,670)
(5,772,979)
-
54,029
(576,830)
34,513,790
(116,396,560)
(176,430,312)
43
DFZ
Capital
Berhad
(104556-X)
Cash Flow Statements (contd.)
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
4,135,604
836,888
(15,763,600)
1,765,896
649,075
-
397,842
-
576,830
-
5,319,005
216,830
-
-
-
3,527,260
-
-
149,872
-
-
-
-
-
2005
RM
CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of subsidiaries (Note 15(c))
Interest received
Investment in marketable securities
Proceeds from disposal of marketable securities
Proceeds from disposal of property,
plant and equipment (Note A)
Proceeds from disposal of land held for
Proceeds from disposal of subsidiary
(Note 15(d))
Purchase of property, plant and
equipment (Note B)
Net cash (used in)/generated from
investing activities
(13,052,969)
(1,382,364)
(16,609,304)
3,010,801
397,842
576,830
22,626,636
36,514,237
7,272,847
-
22,626,636
36,514,237
7,272,847
-
6,487,811
(16,018)
(16,346,588)
3,235,337
1,735,148
11,000,000
(5,025,615)
(36,044,891)
(16,018)
(11,000,000)
12,829,137
-
(57,548)
(4,882,458)
(80,396)
-
(4,882,458)
-
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of ordinary shares
Proceeds from issuance of preference shares
Changes in amount due to ultimate
holding company
Changes in amount due (to)/from subsidiaries
Increase in bank borrowings
Drawdown of term loan
Purchase of treasury shares
Repayment of term loans
Repayment of hire-purchase and finance
lease payables
Dividend paid
Net cash generated from financing activities
NET INCREASE IN CASH AND
CASH EQUIVALENTS
CASH AND CASH EQUIVALENTS
AS AT 1 JANUARY
CASH AND CASH EQUIVALENTS AS AT
31 DECEMBER (NOTE C)
44,326,072
18,137,321
7,197,506
20,101,984
9,555,631
20,784,531
2,679,678
14,905,835
17,904,798
(2,879,733)
9,386,788
(5,519,047)
27,460,429
17,904,798
12,066,466
9,386,788
44
DFZ
Capital
Berhad
(104556-X)
Cash Flow Statements (contd.)
A.
Proceeds from disposal of property, plant and equipment
During the financial year, the Group disposed property, plant and equipment with an aggregate sales consideration of
RM5,319,005 (2004: RM148,185,236) which was settled by the following means:
GROUP
Cash proceeds
Receivables
Settlement of debts
B.
2005
RM
2004
RM
5,319,005
-
216,830
3,944,510
144,023,896
5,319,005
148,185,236
Purchase of property, plant and equipment
During the financial year, the Group acquired property, plant and equipment with an aggregate cost of RM13,290,295 (2004:
RM1,476,364) by the following means:
GROUP
Cash payment
Hire-purchase and finance lease payables
Reclassification from other receivables
C.
2005
RM
2004
RM
13,052,969
130,000
107,326
1,382,364
94,000
-
13,290,295
1,476,364
Cash and cash equivalents comprise:
2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
Cash on hand and at banks (Note 21)
Deposits with licensed banks (Note 21)
11,375,417
18,410,707
11,807,232
9,200,851
2,050,311
10,016,155
7,864,633
1,522,155
Bank overdrafts (Note 23)
29,786,124
(2,325,695)
21,008,083
(3,103,285)
12,066,466
-
9,386,788
-
27,460,429
17,904,798
12,066,466
9,386,788
45
DFZ
Capital
Berhad
(104556-X)
Notes to the Financial
Statements
31 December 2005
1. CORPORATE INFORMATION
The principal activity of the Company is investment holding. The principal activities of the subsidiaries are described in
Note 15. There have been no significant changes in the nature of these principal activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main
Board of the Bursa Malaysia Securities Berhad. The registered office of the Company is located at 418 Chulia Street,
10200 Penang.
The holding and ultimate holding company of the Company is Naluri Corporation Berhad, a company incorporated and
domiciled in Malaysia, and also listed on the Main Board of the Bursa Malaysia Securities Berhad.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors on 21 April 2006.
2. SIGNIFICANT ACCOUNTING POLICIES
(a) Basis of Preparation
The financial statements of the Group and of the Company have been prepared under the historical cost convention,
unless otherwise stated in the accounting policies below.
The financial statements comply with provisions of the Companies Act, 1965 and applicable Malaysia Accounting
Standards Board (“MASB”) Approved Accounting Standards in Malaysia.
(b) Basis of Consolidation
The consolidated financial statements include the financial statements of the Company and all its subsidiaries.
Subsidiaries are those entities in which the Group has power to exercise control over the financial and operating
policies so as to obtain benefits from their activities.
Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method of accounting,
the results of subsidiaries acquired or disposed off during the financial year are included in the consolidated income
statement from the effective date of acquisition or up to the effective date of disposal, as appropriate. The assets and
liabilities of the subsidiaries are measured at their fair values at the date of acquisition. The difference between the
cost of an acquisition and the fair value of the Group’s share of the net assets of the acquired subsidiary at the date
of acquisition is included in the consolidated balance sheet as goodwill or negative goodwill arising on consolidation.
Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the consolidated
financial statements reflect external transactions only. Unrealised losses are eliminated on consolidation unless costs
cannot be recovered.
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the Group’s share of
its net assets together with any unamortised balance of goodwill and exchange differences.
Minority interests in the consolidated balance sheet consist of the minorities’ share of the fair value of the identifiable
assets and liabilities of the acquiree as at acquisition date and the minorities’ share of movements in the acquiree’s
equity since then.
46
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
2. SIGNIFICANT ACCOUNTING POLICIES (CONTD.)
(c) Goodwill
Goodwill represents the excess of the cost of acquisition over the Group’s interest in the fair value of the identifiable
assets and liabilities of a subsidiary at the date of acquisition. Goodwill is stated at cost less accumulated amortisation
and impairment losses. Goodwill arising on the acquisition of subsidiaries is presented separately in the balance
sheet. Goodwill is amortised on a straight-line basis over its estimated useful life of not more than 25 years.
Negative goodwill represents the excess of the Group’s interest in the fair value of the identifiable assets and liabilities
of a subsidiary, associate or jointly controlled entity at the date of acquisition over the cost of acquisition. Negative
goodwill, not exceeding the fair values of the non-monetary assets acquired, is recognised in the income statement
over the weighted average useful life of those assets. Negative goodwill in excess of the fair values of the nonmonetary assets acquired is recognised immediately in the income statement.
To the extent that negative goodwill related to expectation of future losses and expenses that are identified in the plan
of acquisition and can be measured reliably, but which are not identifiable liabilities at the date of acquisition, that
portion of negative goodwill is recognised in the income statement when the future losses and expenses are
recognised.
During the financial year, the Company changed its accounting policy on the amortisation of goodwill with effect from
January 2005. Goodwill is now not amortised but written off in the income statement. Negative goodwill is recognised
in the income statement immediately. This change in accounting policy has been accounted for prospectively and
has resulted in an increase in the Group’s profit before taxation in the current financial year of RM150,298.
(d) Investments in Subsidiaries
The Company’s investments in subsidiaries are stated at cost or valuation less impairment losses.
Investments in subsidiaries have not been revalued since they were first revalued in 1992. The directors have not
adopted a policy of frequent revaluations of investment in subsidiaries. As such, the investments in subsidiaries are
stated at their 1992 revaluation.
On disposal of such investments, the difference between the net disposal proceeds and their carrying amounts is
recognised in the income statement.
(e) Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost or valuation less accumulated depreciation and impairment losses.
The land and buildings of the Group have not been revalued since they were first revalued in 1991. The directors
have not adopted a policy of regular revaluations of such assets thereafter, as permitted under the transitional
provisions.
Freehold land and capital-work-in-progress, which comprise the refurbishment and renovation of building and
development of land and car park are not depreciated. Leasehold lands are depreciated over the period of the
respective leases which ranges from 29 to 99 years. Depreciation of other property, plant and equipment is provided
for on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life, at the
following annual rates:
47
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(e) Property, Plant and Equipment and Depreciation (contd.)
Buildings
Furniture and fittings
Electrical installations and air conditioner
Plant, office equipment and computer
Crockery, kitchenware, linen and uniform for hotel operations
Motor vehicles
Renovations
over 29 to 99 years
5% - 20%
5% - 20%
5% - 20%
20%
20%
5% - 10%
Upon the disposal of an item of property, plant or equipment, the difference between the net disposal proceeds and
the carrying amount is recognised in the income statement and the unutilised portion of the revaluation surplus on that
item is taken directly to retained profits.
(f) Land Held for Property Development and Property Development Costs
i.
Land held for property development
Land held for property development consists of land where no development activities have been carried out or
where development activities are not expected to be completed within the normal operating cycle. Such land is
classified within non-current assets and is stated at cost less any accumulated impairment losses.
Land held for property development is reclassified as property development costs at the point when development
activities have commenced and where it can be demonstrated that the development activities can be completed
within the normal operating cycle.
ii.
Property development costs
Property development costs comprise all costs that are directly attributable to development activities or that can
be allocated on a reasonable basis to such activities.
When the financial outcome of a development activity can be reliably estimated, 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.
Where the financial outcome of a development activity cannot be reliably estimated, 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 properties 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, which is measured at the
lower of cost and net realisable value.
The excess of revenue recognised in the income statement over billings to purchasers is classified as accrued
billings within trade receivables and the excess of billings to purchasers over revenue recognised in the income
statement is classified as progress billings within trade payables.
48
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(g) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost comprises cost of purchase of inventories and is determined using the first-in, first-out method. 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.
The cost of unsold properties comprises cost associated with the acquisition of land, direct costs and appropriate
proportions of common costs.
(h) Cash and Cash Equivalents
For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at banks, deposit
at call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding
bank overdrafts.
(i) Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incident to
ownership. All other leases are classified as operating leases.
i.
Finance leases or hire purchase
Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower of their fair
values and the present value of the minimum lease payments at the inception of the leases, less accumulated
depreciation and impairment losses. The corresponding liability is included in the balance sheet as borrowings.
In calculating the present value of the minimum lease payments, the discount factor used is the interest rate
implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental borrowing rate is
used.
Lease payments are apportioned between the finance costs and the reduction of the outstanding liability. Finance
costs, which represent the difference between the total leasing commitments and the fair value of the assets
acquired, are recognised as an expense in the income statement over the term of the relevant lease so as to
produce a constant periodic rate of charge on the remaining balance of the obligations for each accounting
period.
The depreciation policy for leased assets is consistent with that for depreciable property, plant and equipment as
described in Note 2(e).
ii.
Operating leases
Operating lease payments are recognised as an expense in the income statement on a straight-line basis over
the term of the relevant lease.
49
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(j) Provisions for Liabilities
Provisions for liabilities are recognised when the Group has a present obligation as a result of a past event and it is
probable that an outflow of resources embodying economic benefits will be required to settle the obligation, and a
reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to
reflect the current best estimate. Where the effect of the time value of money is material, the amount of a provision is
the present value of the expenditure expected to be required to settle the obligation.
Provision for restructuring costs is recognised in the period in which the Group becomes legally or constructively
committed to payment.
(k) Income Tax
Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount of
income taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been
enacted at the balance sheet date.
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred
tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all
deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, unused tax losses and unused tax
credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or negative
goodwill or from the initial recognition of an asset or liability in a transaction which is not a business combination and
at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the year 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 recognised 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 or negative
goodwill.
(l) 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. Short term non-accumulating compensated absences such as sick leave are
recognised when the absences occur.
ii.
Defined contribution plans
As required by law, companies in Malaysia make contributions to the Employees Provident Fund (“EPF”). Such
contributions are recognised as an expense in the income statement when incurred.
50
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(l) Employee Benefits (contd.)
iii. Equity compensation benefits
The DFZ Capital Berhad Employees’ Share Options Scheme (“ESOS”) allows the Group’s employees to acquire
ordinary shares of the Company. No compensation cost or obligation is recognised. When the options are
exercised, equity is increased by the amount of the proceeds received.
(m) Revenue Recognition
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the
Group and the amount of the revenue can be measured reliably.
i.
Sale of goods and completed development properties
Revenue relating to sale of goods and completed development properties are recognised net of discounts upon
the transfer of risks and rewards.
ii.
Revenue from hotel operations
Revenue from rental of hotel rooms, sale of food and beverage and other related income are recognised on an
accrual basis.
iii. Revenue from services
Revenue from services rendered is recognised net of discounts as and when the services are performed.
iv. Income from tour, travel and recreation activities
Income from tour, travel and recreation activities is recognised net of discounts as and when the services are
rendered.
v.
Rental income
Rental income is recognised on an accrual basis.
vi. Interest income
Interest is recognised on a time proportion basis that reflects the effective yield on the asset.
vii. Dividend income
Dividend income is recognised when the right to receive payment is established.
51
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(n) Foreign Currencies
i.
Foreign currency transactions
Transactions in foreign currencies are initially converted into Ringgit Malaysia at rates of exchange ruling at
the transaction dates. At each balance sheet date, foreign currency monetary items are translated into Ringgit
Malaysia at exchange rates ruling at that date. Non-monetary items denominated in foreign currencies, which are
carried at historical cost are translated using the historical rate as of the date of acquisition and non-monetary
items which are carried at fair value are translated using the exchange rate that existed when the values were
determined.
All exchange rate differences are taken to the income statement.
ii.
Foreign entities
Financial statements of foreign consolidated subsidiaries are translated at year-end exchange rates with respect
to the assets and liabilities, and at exchange rates at the dates of the transactions with respect to the income
statement. All resulting translation differences are recognised in equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and liabilities
of the Company and translated at the exchange rate ruling at the date of the transaction.
The principal exchange rates used for each respective unit of foreign currency ruling at balance sheet date are as
follows:
Australian Dollar
Euro
Japanese Yen
New Taiwan Dollar
Singapore Dollar
Sterling Pound
United States Dollar
Renminbi
Thai Baht
Brunei Dollar
2005
RM
2004
RM
2.7750
4.5097
0.0283
0.0969
2.2718
6.5839
3.7572
0.4250
0.0908
2.1000
2.7520
5.0458
0.0336
0.0957
2.2374
6.7465
3.7988
0.4188
0.0992
N/A
(o) Impairment of Assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether there is any
indication of impairment. If any such indication exists, impairment is measured by comparing the carrying values of
the assets with their recoverable amounts. Recoverable amount is the higher of net selling price and value in use,
which is measured by reference to discounted future cash flows.
An impairment loss is recognised as an expense in the income statement immediately, unless the asset is carried at
revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of any
unutilised previously recognised revaluation surplus for the same asset.
52
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(p) Financial Instruments
Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual
provisions of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are reported
as expense or income. Distributions to holders of financial instruments classified as equity are recognised directly in
equity. Financial instruments are offset when the Group has a legally enforceable right to offset and intends to settle
either on a net basis or to realise the asset and settle the liability simultaneously.
i.
Other Non-Current Investments
Non-current investments other than investments in subsidiaries are stated at cost less impairment losses. On
disposal of an investment, the difference between the net disposal proceeds and its carrying amount is recognised
in the income statement.
ii.
Marketable Securities
Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost
is determined on the first-in, first-out basis while market value is determined based on quoted market values.
Increases or decreases in the carrying amount of marketable securities are recognised in the income statement.
On disposal of marketable securities, the difference between the net disposal proceeds and the carrying amount
is recognised in the income statement.
iii. Receivables
Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An estimate is
made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.
iv. Payables
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and
services received.
v.
Interest-Bearing Borrowings
Interest-bearing bank loans and overdrafts are recorded at the amount of proceeds received, net of transaction
costs.
Borrowing costs directly attributable to the acquisition and construction of development properties and property,
plant and equipment are capitalised as part of the cost of those assets, until such time as the assets are ready for
their intended use or sale. The amount of borrowing costs eligible for capitalisation is determined by applying
a capitalisation rate which is the weighted average of the borrowing costs applicable to the Group’s borrowings
that are outstanding during the financial year, other than borrowings made specifically for the purpose of obtaining
another qualifying asset. The amount of borrowing costs eligible for capitalisation is the actual borrowing costs
incurred on that borrowing during the period less any investment income on the temporary investment of that
borrowing. All other borrowing costs are recognised in the income statement as an expense in the year in which
they are incurred.
53
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(p) Financial Instruments (contd.)
vi. Equity Instruments
Ordinary shares
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the year in
which they are declared.
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity
transaction costs comprise only those incremental external costs directly attributable to the equity transaction
which would otherwise have been avoided.
Preference shares
Preference shares are classified as equity if they are non-redeemable and dividends are discretionary at the
option of the issuer. Preference shares are classified as liability if they are redeemable on a specific date or at the
option of the shareholders and dividends thereon are recognised in the income statement as interest expense.
Preference shares that are compound instruments are split into liability and equity components. Each component
is accounted for separately.
3. REVENUE
Revenue of the Group and the Company consists of the following:
GROUP
Sale of goods
Sale of rooms and other services
Sale of food and beverage
Sale of development properties
Tour, travel and recreational activities
Rental income
Dividend income
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
214,817,795
14,816,069
17,306,011
516,395
4,814,525
-
129,796,978
11,901,438
17,310,206
382,110
17,568
7,927,119
-
7,600,000
-
252,270,795
167,335,419
7,600,000
-
54
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
4. OTHER INCOME
Included in other income are:
GROUP
Gain on disposal of marketable securities
Rental income - advertisement space
Rental income - building
Service charge
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
630,662
2,273,124
1,421,434
1,750,444
2,815,610
999,242
1,740,103
1,802,065
92,100
-
2,815,610
104,400
-
5. STAFF COSTS
GROUP
Wages and salaries
Social security cost
Short term accumulating compensated absences
Pension cost - defined contribution plan
Other staff related expenses
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
26,692,141
343,700
2,848,353
1,617,417
17,726,825
240,198
194
1,889,310
1,392,336
377,795
92
14,140
11,404
235,638
413
4,338
10,183
31,501,611
21,248,863
403,431
250,572
Included in staff costs are remuneration paid to executive directors of the Group of RM4,091,756 (2004: RM2,777,097).
The numbers of employees in the Group and in the Company at the end of the financial year were 1,378 (2004: 937) and
3 (2004: 1) respectively.
6. DIRECTORS’ REMUNERATION
2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
1,237,307
156,150
1,298,755
20,050
-
-
1,393,457
1,318,805
-
-
449,800
235,617
386,000
210,617
Directors of the Company
Executive:
Salaries and other emoluments
Allowances
Non-Executive:
Allowances
55
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
6. DIRECTORS’ REMUNERATION (CONTD.)
2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
2,437,999
260,300
1,267,792
190,500
-
-
2,698,299
1,458,292
-
-
4,541,556
3,012,714
386,000
210,617
Other Directors
Executive:
Salaries and other emoluments
Allowances
Total
There were no benefits-in-kinds received by the directors.
The number of directors of the Company whose total remuneration during the year fell within the following bands is
analysed below:
Number of Directors
2005
2004
Executive directors:
RM100,001 – RM150,000
RM200,001 – RM250,000
RM350,001 – RM400,000
RM400,001 – RM450,000
RM450,001 – RM500,000
RM500,001 – RM550,000
1
1
1
1
2
2
-
Non-Executive directors:
Below RM50,000
RM100,001 – RM150,000
RM150,001 – RM200,000
RM200,001 – RM250,000
2
1
1
4
1
-
7. WAIVER OF DEBTS
The waiver of debt in current year arose from the settlement of the legal dispute with a creditor by a subsidiary, Cergasjaya
Properties Sdn. Bhd..
The waiver of debts in previous year arose from the implementation and completion of the debt restructuring agreements
entered into by the Company and certain of its subsidiaries with Scheme Creditors.
56
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
8. OTHER OPERATING EXPENSES
Other operating expenses are stated:2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
449,800
304,155
235,617
10,739
1,318,005
386,000
-
210,617
-
After charging:
Non-executive directors’ remuneration (Note 6)
Assessments and quit rent
Auditors’ remuneration:
- Statutory audits
Current year
Under/(over) provision in prior year
- Special audits
Over provision in prior year
Bad debts written off
Commission
Deposit written off
Insurance
Inventories written down to net realisable value
Inventories written off
Plant and equipment written off
Rental of equipment
Tax penalty
Transportation costs
Utilities
365,783
76,330
274,400
(91,850)
47,500
22,500
40,000
-
32,579
1,817,869
33,360
118,505
750,563
100,527
316,963
28,110
36,340
172,291
1,511,546
8,563,230
(20,685)
3,777
1,974,448
280,440
760,682
14,967
809,567
6,240
187,656
509,663
7,234,029
12,272
1,278
658
96,524
9,686
2,075
(30,210)
(191,082)
(163,777)
-
-
-
-
and crediting:
Bad debts recovered
Deposit forfeited
Gain on disposal of subsidiary
Provision of contribution cost written back (Note 26)
Realised foreign exchange gain
Tax penalty written back
Unrealised foreign exchange gain
Reversal of inventories written down to
net realisable value
(97,953)
(68,640)
(149,872)
(268,803)
(280,000)
(360,932)
(138,706)
(18,901)
(17,263)
-
57
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
9. TAXATION
GROUP
Tax expense for the year
Deferred tax liabilities:
Relating to origination and reversal of
temporary differences (Note 16)
Under/(over) provision of deferred tax in
prior years (Note 16)
(Over)/under provision of income tax in
prior years
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
4,590,973
3,372,379
2,226,271
138,377
(168,837)
(76,697)
-
-
177,222
(276,592)
-
-
(375,042)
336,660
18,252
314,286
3,355,750
2,244,523
452,663
4,224,316
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax
expense at the effective income tax rate of the Group and of the Company are as follows:
2005
RM
2004
RM
23,677,362
282,161,809
Taxation at Malaysian statutory tax rate of 28%
Effect of income subject to tax rate of 20%
Effect of income not subject to tax
Effect of expenses not deductible for tax purposes
Utilisation of previously unrecognised deferred tax assets
Deferred tax assets not recognised during the year
Under/(over) provision of deferred tax in prior years (Note 16)
(Over)/under provision of income tax in prior years
6,629,661
(181,544)
(831,317)
1,277,426
(2,731,620)
259,530
177,222
(375,042)
79,005,307
(129,157)
(44,026,157)
13,987,378
(49,068,963)
3,527,274
(276,592)
336,660
4,224,316
3,355,750
2005
RM
2004
RM
7,160,692
254,900,415
Taxation at Malaysian statutory tax rate of 28%
Effect of income not subject to tax
Effect of expenses net deductible for tax purposes
Underprovision of income tax in prior years
2,004,994
(132,511)
353,788
18,252
71,372,116
(71,233,739)
314,286
GROUP
COMPANY
2,244,523
452,663
58
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
9. TAXATION (CONTD.)
Tax saving recognised during the year arising from:
GROUP
Utilisation of current year loss
Utilisation of tax losses brought forward
from previous years
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
120,961
112,566
-
-
424,041
916,403
-
-
10. EARNINGS PER SHARE
(a) Basic
The basic earnings per share is calculated by dividing the net profit for the year by the weighted average number of
ordinary shares in issue during the financial year.
Weighted average number of ordinary shares in issue
Earnings per share
2005
RM
2004
RM
19,220,217
103,783,556
0.19
278,740,540
6,150,067
45.32
(b) Diluted
For the purpose of calculating diluted earnings per share, the weighted average number of ordinary shares in issue
during the financial year have been adjusted for the effects of dilutive potential ordinary shares from the conversion
of Irredeemable Convertible Preference Shares (“ICPS”). The adjusted weighted average number of ordinary shares
is the weighted average number of ordinary shares in issue during the financial year plus the weighted average
number of ordinary shares which would be issued on the conversion of the various ICPS into ordinary shares. The
various ICPS are deemed to have been converted into ordinary shares at the date of issuance.
Weighted average number of ordinary shares in issue
Adjusted for:
Assumed conversion of ICPS
Adjusted weighted average number of ordinary shares in
issue and issuable
Diluted earnings per share
2005
RM
2004
RM
19,220,217
278,740,540
103,783,556
6,150,067
101,790,630
5,740,612
205,574,186
11,890,679
0.09
23.44
59
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
11. DIVIDEND
2005
RM
GROUP AND COMPANY
Net Dividend
per Ordinary
Amount
Share
2004
2005
2004
RM
Sen
Sen
Interim
6% less 28% taxation, on
113,019,969 ordinary shares,
declared on 26 August 2005 and
paid on 13 October 2005
4,882,458
-
4.32
-
12. PROPERTY, PLANT AND EQUIPMENT
GROUP
* Land
and
buildings
RM
Cost/Valuation
At 1 January
2005
33,588,148
Additions
2,057,145
Disposals
(3,742,012)
Write off
Acquisition of
subsidiaries
(Note 15(c))
At 31 December
2005
31,903,281
Representing:
At cost
At valuation
Golf
Course
RM
-
Electrical
Capital Furniture installation
work-inand
and air
progress
fittings conditioner
RM
RM
RM
- 5,146,322
6,966,732 1,647,697
(59,795)
(11,424)
# Property
held for
disposal
RM
+ Other
assets
RM
Total
RM
3,427,020 60,678,118 17,945,686 120,785,294
99,046
- 2,519,675 13,290,295
(34,825)
(154,777) (
(64,191)
(579,307)
(
-
- 4,320,727
-
-
6,966,732 11,043,527
3,427,050
60,678,118 20,716,349 134,735,057
21,123,823
10,779,458
-
6,966,732 11,043,527
-
3,427,050
-
60,678,118 20,716,349 123,955,599
- 10,779,458
31,903,281
-
6,966,732 11,043,527
3,427,050
60,678,118 20,716,349 134,735,057
-
- 4,399,064
Accumulated Depreciation
and Impairment Losses
At 1 January 2005:
Accumulated
depreciation 8,960,789
Accumulated
impairment
losses
696,529
9,657,318
-
-
-
- 4,399,064
-
-
985,072
3,022,818 33,197,427 15,316,960
6,057
-
5,305,799
64,897,058
-
702,586
3,028,875 33,197,427 15,316,960
65,599,644
60
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
12. PROPERTY, PLANT AND EQUIPMENT (CONTD.)
GROUP
* Land
and
buildings
RM
and Impairment
Losses (cont’d)
Depreciation
charge for
the year
768,960
Disposals
(74,481)
Write off
At 31 December
2005
10,351,797
Representing:
At cost
At valuation
Analysed as:
Accumulated
depreciation
Accumulated
impairment
losses
Golf
Course
RM
Electrical
work-inand
and air
progress
RM
RM
RM
753,617
(10,927)
(10,879)
-
- 5,130,875
3,086,083 33,197,427 16,043,130
67,809,312
4,494,962
5,856,835
-
- 5,130,875
-
3,086,083 33,197,427 16,043,130
-
61,952,477
5,856,835
10,351,797
-
- 5,130,875
3,086,083 33,197,427 16,043,130
67,809,312
9,678,915
-
- 5,130,875
3,086,083 33,197,427 16,043,130
67,136,430
-
1,365,559
(83,531)
(555,858)
Total
RM
-
-
-
+ Other
assets
RM
-
-
129,648
(12,365)
(60,075)
# Property
held for
disposal
RM
3,017,784
(
(
672,882
-
-
10,351,797
-
- 5,130,875
-
672,882
3,086,083 33,197,427 16,043,130
67,809,312
At 31 December
2005
At cost
16,628,861
At valuation
4,922,623
-
6,966,732 5,912,652
-
340,967 27,480,691
-
4,673,219
-
62,003,122
4,922,623
21,551,484
-
6,966,732 5,912,652
340,967 27,480,691
4,673,219
66,925,745
At 31 December
2004
At cost
18,033,907
At valuation
5,896,923
-
-
747,258
-
398,145 27,480,691
-
2,628,726
-
49,288,727
5,896,923
23,930,830
-
-
747,258
398,145 27,480,691
2,628,726
55,185,650
Net Book Value
61
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
GROUP
* Land
and
buildings
RM
Golf
Course
RM
Electrical
work-inand
and air
progress
RM
RM
RM
# Property
held for
disposal
RM
+ Other
assets
RM
Total
RM
Details at 1
January 2004
Cost
406,705,730 40,013,517 8,364,097 41,974,765 76,752,747
Valuation
70,329,458
Accumulated
depreciation 252,353,309 4,955,932
- 40,103,178 57,715,294
Accumulated
impairment
losses
8,343,183 9,147,568 1,444,348
3,328
92,809
Depreciation
charge for
2004
2,854,581
790,184
- 4,421,096
5,096,507
- 32,130,450 605,941,306
- 70,329,458
- 18,263,886 373,391,599
-
-
19,031,236
-
1,059,931
14,222,299
+
Other assets consist of renovations, plant, equipment, motor vehicles and others.
#
Property held for disposal relates to the disposal of three pieces of leasehold development land comprising a golf and
country club and vacant land held under PT No. 2501, 2209 and 2502 in Kedah to the holding company. The disposal
is part of the Restructuring Plan of the Group and is pending approval from the relevant authorities for the transfer of
the ownership. The sale shall only be completed upon the holding company being registered as proprietors for the
leases of these three pieces of land.
*
LAND AND BUILDINGS
Freehold
land
RM
Long term
leasehold
land
RM
Short term
leasehold
land
RM
9,608,964
916,339
(3,445,468)
1,158,516
-
6,317,499
-
16,503,169
1,140,806
(296,544)
33,588,148
2,057,145
(3,742,012)
At 31 December 2005
7,079,835
1,158,516
6,317,499
17,347,431
31,903,281
Representing:
At cost
At valuation
6,998,104
81,731
1,158,516
-
225,542
6,091,957
12,741,661
4,605,770
21,123,823
10,779,458
7,079,835
1,158,516
6,317,499
17,347,431
31,903,281
GROUP
Buildings
RM
Total
RM
Cost/Valuation
At 1 January 2005
Additions
Disposals
62
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
*
LAND AND BUILDINGS (CONTD.)
Freehold
land
RM
Long term
leasehold
land
RM
Short term
leasehold
land
RM
Buildings
RM
Total
RM
At 1 January 2005:
Accumulated depreciation
Accumulated impairment losses
592,074
174,064
57,669
3,221,148
-
5,565,577
46,786
8,960,789
696,529
Depreciation charge for the year
Disposals
592,074
-
231,733
14,676
-
3,221,148
233,146
-
5,612,363
521,138
(74,481)
9,657,318
768,960
(74,481)
At 31 December 2005
592,074
246,409
3,454,294
6,059,020
10,351,797
Representing:
At cost
At valuation
592,074
-
246,409
-
135,952
3,318,342
3,520,527
2,538,493
4,494,962
5,856,835
592,074
246,409
3,454,294
6,059,020
10,351,797
592,074
188,740
57,669
3,454,294
-
6,035,881
23,139
9,678,915
672,882
592,074
246,409
3,454,294
6,059,020
10,351,797
6,406,030
81,731
912,107
-
89,590
2,773,615
9,221,134
2,067,277
16,628,861
4,922,623
6,487,761
912,107
2,863,205
11,288,411
21,551,484
8,581,703
435,187
926,783
-
97,108
2,999,243
8,428,313
2,462,493
18,033,907
5,896,923
9,016,890
926,783
3,096,351
10,890,806
23,930,830
9,700,777
435,187
627,571
14,757,135
59,000,000
37,745,951
6,527,973
442,542
6,091,957
3,030,847
-
381,805,276
4,802,314
211,576,511
1,187,639
406,705,730
70,329,458
252,353,309
8,343,183
-
427,423
233,146
2,194,012
2,854,581
GROUP
and Impairment Losses
Analysed as:
Net Book Value
At 31 December 2005
At cost
At valuation
At 31 December 2004
At cost
At valuation
Details at 1 January 2004
Cost
Valuation
Depreciation charge for 2004
63
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
Renovations
RM
Furniture,
fittings, office
equipment
and computer
RM
Total
RM
1,600
96,458
98,058
At 1 January 2005
Depreciation charge for the year
1,401
160
95,941
351
97,342
511
At 31 December 2005
1,561
96,292
97,853
At 31 December 2005
39
166
205
At 31 December 2004
199
517
716
1,600
1,241
96,458
93,669
98,058
94,910
160
2,272
2,432
COMPANY
Cost
At 1 January 2005 and 31 December 2005
Net Book Value
Details at 1 January 2004
Cost
Depreciation charge for 2004
(a) The land and buildings of the Group were revalued in 1991 by the directors based on valuations by independent
professional valuers on a fair market value basis in 1990 and as revised by the Government Valuers.
Had the land and buildings been carried at historical cost, the net book value of each class of property, plant and
equipment that would have been in the financial statements as at the end of the year would be as follows:
Land:
- freehold
- short term leasehold
Buildings
2005
RM
2004
RM
35,224
889,124
187,555
896,642
924,348
1,084,197
685,479
1,020,294
64
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(b) Included in net book values of property, plant and equipment are motor vehicles held under hire-purchase and finance
lease arrangements amounting to RM306,305 (2004: RM198,990).
(c) Land and buildings of the Group with carrying value of RM16,332,145 (2004: RM20,772,862) are pledged to banks
for banking facilities granted to the Group and the Company as disclosed in Note 23.
(d) Included in the buildings of the Group are leasehold building of a subsidiary amounting to RM473,168 (2004:
RM479,158) which the land title have yet to be transferred to the subsidiary as at the financial year ended 31 December
2005.
13. LAND HELD FOR PROPERTY DEVELOPMENT
Freehold
Land
RM
Development
Expenditure
RM
Total
RM
Cost
At 1 January 2005
Additions
14,350,814
-
926,183
29,726
15,276,997
29,726
At 31 December 2005
14,350,814
955,909
15,306,723
2,334,427
-
2,334,427
12,016,387
955,909
12,972,296
GROUP
At 31 December 2005:
Accumulated Impairment Losses
At 1 January 2005 and 31 December 2005
Carrying amount at 31 December 2005
Cost
At 1 January 2004
Disposals
46,936,622
(32,585,808)
At 31 December 2004
14,350,814
Accumulated Impairment Losses
At 1 January 2004
Impairment loss
3,835,555
(1,501,128)
At 31 December 2004
Carrying amount at 31 December 2004
18,817,389
(17,891,206)
926,183
16,110,886
(16,110,886)
65,754,011
(50,477,014)
15,276,997
19,946,441
(17,612,014)
2,334,427
-
2,334,427
12,016,387
926,183
12,942,570
65
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
14. GOODWILL ON CONSOLIDATION
GROUP
2005
RM
At 1 January
Accumulated amortisation
Write off
118,505
(118,505)
At 31 December
2004
RM
2,528,519
(2,410,014)
-
-
118,505
2005
RM
COMPANY
2004
RM
26,669,876
25,147,632
6,669,876
25,147,632
15. INVESTMENTS IN SUBSIDIARIES
Unquoted shares:
- at cost
- at valuation
51,817,508
31,817,508
(31,817,508)
(31,817,508)
20,000,000
-
(a) Certain investments in subsidiaries were revalued by the directors in April 1992 based on the adjusted net tangible
assets of the subsidiaries after incorporating the revaluation surplus of the subsidiaries.
(b) Details of the subsidiaries are as follows:
Effective Interest
2005
2004
%
%
Principal Activities
Incorporated in Malaysia:
100.00
100.00
Investment holding, provision of computer related
and management services.
Orchard Boulevard Sdn. Bhd.
100.00
100.00
Investment holding and resort development.
Selasih Ekslusif Sdn. Bhd. *
100.00
-
Retailing of duty free merchandise and operation
of a supermarket and department store.
Winner Prompt Sdn. Bhd. *
100.00
-
Licensed distributor and wholesaler of duty free
merchandise.
75.00
75.00
Retailer of duty free and non-dutiable merchandise.
Temporarily ceased operations.
Incorporated in Australia:
Duty Free People Pty. Ltd. *
66
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
15. INVESTMENTS IN SUBSIDIARIES (CONTD.)
Effective Interest
2005
2004
%
%
Held through Sriwani Trading Sdn. Bhd.
Sriwani Duty Free Supplies
Sdn. Bhd.
100.00
100.00
Wholesaler and distributor of duty free and nondutiable merchandise.
100.00
100.00
Wholesaler and retailer of duty free and nondutiable merchandise.
Jelita Duty Free Supplies
Sdn. Bhd.
100.00
100.00
Wholesaler and distributor of duty free and nondutiable merchandise.
100.00
100.00
Syarikat Sriwani (M) Sdn. Bhd.
100.00
100.00
Sriwani Tax-Free Emporium
Sdn. Bhd.
100.00
100.00
Sriwani Duty Free Centre
(Langkawi) Sdn. Bhd.
100.00
100.00
Wealthouse Sdn. Bhd.
75.00
75.00
Melaka Duty Free Sdn. Bhd. *
51.00
51.00
Media Zone Sdn. Bhd.
100.00
100.00
Advertising, promotion activities and investment
holding.
Sriwani Tours & Travel Sdn. Bhd.
100.00
100.00
Investment holding, tours and travel activities.
100.00
Dormant.
Gold Vale Development Sdn. Bhd. 100.00
100.00
Property development.
Blossom Time Sdn. Bhd.
-
100.00
Resort development.
Radiant Ranch Sdn. Bhd.
100.00
100.00
Resort development.
Cerah Menang (M) Sdn. Bhd.
100.00
100.00
Resort development.
Temporarily ceased operations.
Incorporated in Mongolian People’s Republic:
Sriwani (Mongolia) Co. Ltd. *
100.00
Held through Orchard Boulevard Sdn. Bhd.
67
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
Effective Interest
2005
2004
%
%
Black Forest Golf & Country Club
Sdn. Bhd. *
100.00
100.00
Golf and country club operator.
Cergasjaya Properties Sdn. Bhd.
100.00
100.00
Resort development and properties management.
85.30
85.30
Resort development and operating of duty free
complex and hotel.
Kelana Megah Sdn. Bhd.
Held through Sriwani Tours & Travel Sdn. Bhd.
Fleet Car Hire & Tours Sdn. Bhd.
100.00
100.00
Hire and drive services and tour activities.
100.00
Construction
operations.
Held through Gold Vale Development Sdn. Bhd.
Peri-Asia Sdn. Bhd.
*
100.00
business.
Temporarily
ceased
Audited by auditors other than Ernst & Young.
(c) Acquisition of Subsidiaries
In January 2005, the Group acquired 100% equity interest in Winner Prompt Sdn. Bhd. and Selasih Ekslusif Sdn. Bhd.
for a total consideration of RM20,000,000 which was satisfied through the issuance of 18,181,818 new ordinary
shares of the Company at an issue price of RM1.10 each. The shares have been issued in the previous financial
year.
The acquisition had the following effect on the Group’s financial results for the year:
2005
RM
Revenue
Profit from operation
67,618,305
8,411,428
7,370,123
68
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(c) Acquisition of Subsidiaries (contd.)
The acquisition had the following effect on the financial position of the Group as at the end of the year:
2005
RM
Property, plant and equipment
Other non-current assets
Inventories
Trade receivables
Other receivables
Trade payables
Other payables
Tax payable
8,590,737
103,102
11,388,089
14,040,624
9,023,849
3,139,576
(5,107,439)
(222,961)
(444,584)
(122,062)
Group’s share of net assets
40,388,931
The fair values of the assets acquired and liabilities assumed from the acquisition of the subsidiaries were as
follows:
15.1.2005
RM
Property, plant and equipment (Note 12)
Inventories
Trade receivables
Other receivables
Tax recoverable
Trade payables
Other payables
Tax payable
Deferred tax liabilities (Note 16)
Proposed dividend
5,305,799
7,598,591
7,511,559
10,282,478
4,135,604
504,164
(5,656,286)
(7,723,540)
(737,150)
(279,216)
(673,200)
Group’s share of net assets
Negative goodwill on acquisition recognised (Note 8)
20,268,803
(268,803)
Cost of acquisition
20,000,000
Total cost of acquisition:
Purchase consideration satisfied by ordinary shares issued, at fair value
20,000,000
Cash inflow arising on acquisition:
Cash and cash equivalents of subsidiaries acquired
There were no acquisitions in the financial year ended 31 December 2004.
4,135,604
69
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(d) Disposal of Subsidiary
The Group disposed of its 100% equity interest in Blossom Time Sdn. Bhd., which was held through Orchard Boulevard
Sdn. Bhd. during the financial year for a total consideration of RM150,000.
The disposal had the following effects on the Group’s financial results for the year:
2005
RM
Revenue
Profit from operation
6,171
6,171
The disposal had the following effects on the financial position of the Group as at the end of the year:
2005
RM
Net assets disposed:
- Cash and bank balances
Total disposal proceeds
128
(150,000)
Gain on disposal to the Group
(149,872)
Disposal proceeds settled by:
Cash
150,000
Cash inflow arising on acquisition:
Cash consideration, representing cash inflow of the Company
Cash and cash equivalents of subsidiary disposed
150,000
(128)
Net cash inflow of the Group
149,872
There were no disposal in the financial year ended 31 December 2004.
16. DEFERRED TAX
GROUP
2005
RM
At 1 January
Recognised in the income statement (Note 9)
Acquisition of subsidiaries (Note 15(c))
Under/(over) provision of deferred tax in prior years (Note 9)
860,273
(168,837)
279,216
177,222
2004
RM
1,213,562
(76,697)
(276,592)
At 31 December
1,147,874
860,273
Presented after appropriate offsetting as follows:
Deferred tax assets
1,147,874
(116,886)
977,159
1,147,874
860,273
70
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
16. DEFERRED TAX (CONTD.)
The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as
follows:
Deferred Tax Liabilities of the Group:
Property,
Plant and
Equipment
RM
Revaluation
Surplus
RM
Others
RM
Total
RM
At 1 January 2005
Recognised in income statement
Acquisition of subsidiaries
Underprovision in prior year
268,532
(10,720)
279,216
11,578
906,891
(68,752)
-
44,958
452
-
1,220,381
(79,020)
279,216
11,578
At 31 December 2005
548,606
838,139
45,410
1,432,155
Tax Losses and
Unabsorbed
Capital
Allowances
RM
Others
RM
Total
RM
Deferred Tax Assets of the Group:
At 1 January 2005
Recognised in income statement
(Under)/over provision in prior year
At 31 December 2005
(32,938)
94,397
(103,018)
(327,170)
(184,214)
268,662
(360,108)
(89,817)
165,644
(41,559)
(242,722)
(284,281)
Deferred tax assets have not been recognised in respect of the following items:
2005
RM
2004
RM
Unused tax losses
Unabsorbed capital allowances
125,927,938
251,649,825
127,105,094
259,301,562
At 31 December
377,577,763
386,406,656
Deferred tax assets have not been recognised in respect of these items as they may not be used to offset taxable profits
of other subsidiaries in the Group and they have arisen in subsidiaries that have a recent history of losses.
The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable profits of
the subsidiaries in the Group are subject to no substantial changes in shareholdings of the subsidiaries under Section
44(5A) and (5B) of Income Tax Act, 1967.
71
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
17. OTHER NON-CURRENT ASSETS
GROUP
Loans given to employees:
Repayable within 1 year (Note 20)
Repayable more than 1 year
2005
RM
2004
RM
544,532
1,011,667
514,715
405,058
1,556,199
919,773
Included in the loans to employees are car loans granted to directors amounting to RM534,132 (2004: RM322,185).
18. INVENTORIES
GROUP
At cost:
Trading inventories
Food and beverage
Consumables
Completed development properties
2005
RM
2004
RM
24,448,218
677,648
340,875
763,110
11,020,286
724,962
307,021
763,110
26,229,851
12,815,379
19. TRADE RECEIVABLES
GROUP
2005
RM
Trade receivables
2004
RM
27,884,578
(6,501,619)
14,028,855
(8,541,159)
21,382,959
5,487,696
The Group’s normal trade credit terms range from 30 to 90 days (2004: 30 to 90 days). Other credit terms are assessed
and approved on a case-by-case basis.
Included in trade receivables are balances due from the following related parties:
GROUP
Tenggara Senandung Sdn. Bhd., a subsidiary of Naluri Corporation Berhad
Emas Kerajang Sdn. Bhd., a company in which its holding
company, Atlan Holdings Bhd., is a corporate shareholder
of the holding company, Naluri Corporation Berhad
2005
RM
2004
RM
45,387
-
5,055,299
719,685
72
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
19. TRADE RECEIVABLES (CONTD.)
As at 31 December 2005, the Group has significant concentration of credit risk that arises from exposure to a group of
debtors amounting to RM10,192,013 (2004: Nil).
20. OTHER RECEIVABLES
GROUP
Due from subsidiaries
Due from a main contractor for late
delivery claims
Deposits
Prepayments
Staff loans (Note 17)
Sundry receivables
2005
RM
COMPANY
2004
RM
2005
RM
2004
RM
-
-
591,390,187
(570,071,444)
-
-
21,318,743
25,437
590,080,698
(590,055,261)
3,518,750
13,002,270
4,241,217
544,532
18,564,825
(6,407,160)
3,518,750
4,868,783
24,810,697
514,715
3,431,677
(6,487,089)
23,450
103,174
-
24,250
20,000,000
10
-
33,464,434
30,657,533
126,624
20,024,260
33,464,434
30,657,533
21,445,367
20,049,697
Included in deposits of the Group is RM7,000,000 (2004: Nil) refundable deposit paid for the purchase of inventories, of
which RM2,000,000 has been refunded to the Group subsequent to year end.
Included in prepayments of the Group and of the Company in 2004 was RM20,000,000 which arose from the issuance of
18,181,818 new ordinary shares at an issue price of RM1.10 each for the acquisition of the entire equity interest in Winner
Prompt Sdn. Bhd. and Selasih Ekslusif Sdn. Bhd. in accordance with the Group’s Restructuring Plan.
Included in sundry receivables are balances due from the following parties:
GROUP
Tenggara Senandung Sdn. Bhd., a subsidiary of Naluri
Corporation Berhad
Proceeds from disposal of marketable securities
2005
RM
2004
RM
36,099
14,628,366
-
The amounts due from related companies are advances, which are unsecured, interest free and have no fixed terms of
repayment.
73
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
21. CASH AND BANK BALANCES
GROUP
Cash on hand and at banks
Deposits with licensed banks
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
11,375,417
18,410,707
11,807,232
9,200,851
2,050,311
10,016,155
7,864,633
1,522,155
29,786,124
21,008,083
12,066,466
9,386,788
Included in cash at banks of the Group is an amount of RM39,329 (2004: RM119,573) held pursuant to Section 7A of the
Housing Developers (Control and Licensing) Act, 1966 and therefore restricted from use in other operations.
Deposits with licensed banks of the Group and of the Company amounting to RM6,410,707 (2004: RM9,173,851) and Nil
(2004: RM1,522,155) are pledged to banks for credit facilities granted to certain subsidiaries as disclosed in Note 23.
The range of fixed deposits interests at the balance sheet date was from 2% to 4% (2004: 2.70% to 3.70%) per annum.
The maturities of the deposit as at balance sheet date range from 1 week to 1 year (2004: 1 month to 1 year).
22. PROVISION FOR LIABILITIES
GROUP
2005
RM
2004
RM
Liquidated Ascertained Damages
At 1 January
Utilised during the year
Write back of utilisation in prior year
577,792
(16,067)
35,230
972,002
(394,210)
-
At 31 December
596,955
577,792
At 31 December:
Current
596,955
577,792
Provision for liquidated ascertained damages is in respect of projects undertaken by a subsidiary. The provision is
recognised for expected liquidated ascertained damages claims based on the sale and purchase agreements.
74
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
23. BORROWINGS
2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
2,325,695
-
3,103,285
13,642,000
-
11,000,000
59,657
49,776
-
-
2,385,352
16,795,061
-
11,000,000
44,268
46,451
-
-
2,429,620
16,841,512
-
11,000,000
-
2,702,405
-
-
197,847
135,277
-
-
197,847
2,837,682
-
-
2,325,695
-
3,103,285
16,344,405
-
11,000,000
257,504
185,053
-
-
2,583,199
44,268
19,632,743
46,451
-
11,000,000
-
2,627,467
19,679,194
-
11,000,000
2,369,963
-
16,791,736
822,000
1,880,405
-
11,000,000
-
2,369,963
19,494,141
-
11,000,000
Short Term Borrowings
Secured:
Bank overdrafts
Term loans
Hire-purchase and finance lease
payables (Note 24)
Interest payable
Long Term Borrowings
Secured:
Term loans
payables (Note 24)
Total Borrowings
Bank overdrafts
Term loans
payables (Note 24)
Interest payable
Maturity of borrowings
(excluding hire-purchase
and finance lease payables)
Within one year
Later than 1 year and less than 2 years
Later than 2 years and less than 5 years
75
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
23. BORROWINGS (CONTD.)
The borrowings are secured by way of:
•
•
•
•
fixed charges on certain properties of the Group with a carrying amount of RM16,332,145 (2004: RM20,772,862);
deposits with licensed banks amounting to RM6,410,707 (2004: RM9,173,851);
fixed and floating charges over the other assets of certain subsidiaries; and
corporate guarantee from the Company and holding company.
The range of effective interest rates for the Group and the Company at the balance sheet date for borrowings, excluding
hire-purchase and finance lease payables, were 8.50% to 8.75% (2004: 4.50% to 7.25%) and Nil (2004: 4.00%) per
annum respectively.
24. HIRE-PURCHASE AND FINANCE LEASE PAYABLES
GROUP
2005
RM
2004
RM
Minimum lease payments:
Not later than 1 year
Later than 1 year and not later than 2 years
Later than 2 years and not later than 5 years
Later than 5 years
73,932
68,520
149,900
-
60,706
43,920
101,145
8,245
Future finance charges
292,352
(34,848)
214,016
(28,963)
Present value of finance lease liabilities
257,504
185,053
Present value of finance lease liabilities:
Later than 2 years and not later than 5 years
Later than 5 years
59,657
58,224
139,623
-
49,776
35,813
91,390
8,074
257,504
185,053
59,657
197,847
49,776
135,277
257,504
185,053
Analysed as:
Due within 1 year (Note 23)
Due after 1 year (Note 23)
The hire-purchase and finance lease payables attracted interest at the balance sheet date of between 2.88% to 4.50%
(2004: 3.45% to 7.00%) per annum.
25. TRADE PAYABLES
GROUP
Trade payables
Retention sums
2005
RM
2004
RM
21,766,214
425,529
20,408,234
425,529
22,191,743
20,833,763
76
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
25. TRADE PAYABLES (CONTD.)
The normal trade credit term granted to the Group ranges from 30 to 90 days (2004: 30 to 90 days).
Included in trade payables are balances due to the following related parties:
GROUP
Tenggara Senandung Sdn. Bhd., a subsidiary of
Naluri Corporation Berhad
Emas Kerajang Sdn. Bhd., a company in which its
holding company, Atlan Holdings Bhd., is a corporate
shareholder of the holding company, Naluri Corporation Berhad
2005
RM
2004
RM
31,191
-
1,458,819
745,419
26. OTHER PAYABLES
2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
Due to subsidiaries
Due to holding company
36,899,419
30,411,608
34,869,681
-
55,087,959
-
Accruals
Deferred payables (Note 28)
Provision for contribution cost
Rental payables
Dividend payables
Royalty payables
Sundry payables
36,899,419
5,868,846
3,139,025
1,778,191
2,353,209
2,814,087
5,822,595
8,328,031
30,411,608
10,192,541
3,230,000
2,490,336
2,815,116
2,814,087
5,917,509
12,062,254
34,869,681
49,748
2,814,087
299,009
55,087,959
525,586
2,814,087
3,430,790
67,003,403
69,933,451
38,032,525
61,858,422
The amounts due to subsidiaries are mainly advances which are interest free, unsecured and have no fixed terms of
repayment.
Included in the amount due to holding company are RM27,480,691 (2004: RM27,480,691) paid into a stakeholder account
by the holding company as settlement of certain scheme liabilities on behalf of the Group. The amount will be settled via
the transfer of the property held for disposal, as disclosed in Note 12, to the holding company. The remaining amounts
due to holding company are mainly rental and deposit payable by one of the subsidiaries of the Group.
77
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
26. OTHER PAYABLES (CONTD.)
The movements of provision for contribution cost are as follows:
GROUP
2005
RM
2004
RM
At 1 January
Utilised during the year
Unused amount reversal during the year
2,490,336
(432,145)
(280,000)
2,819,432
(329,096)
-
At 31 December
1,778,191
2,490,336
Dividend payables are amount payable to the holders of ICPS-B1 and ICPS-B2 as disclosed in Note 27.
Included in sundry payables is RM6,742 (2004: Nil) due to Tenggara Senandung Sdn. Bhd., a subsidiary of Naluri
Corporation Berhad.
27. SHARE CAPITAL
Number of Shares
2005
2004
Authorised:
Ordinary shares of RM1.00 each
At 31 December
Amount
2005
RM
2004
RM
900,000,000
900,000,000
900,000,000
900,000,000
Preference shares of RM0.10 each
At 31 December
1,000,000,000
1,000,000,000
100,000,000
100,000,000
Total
1,900,000,000
1,900,000,000
1,000,000,000
1,000,000,000
Issued and fully paid:
Ordinary shares of RM1.00 each
At 1 January
Capital reduction
Issued during the year
Conversion of preference shares
At 31 December
59,087,262
22,626,636
31,334,271
121,214,124
(118,789,842)
56,662,980
-
59,087,262
22,626,636
31,334,271
121,214,124
(118,789,842)
56,662,980
-
113,048,169
59,087,262
113,048,169
59,087,262
78
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
27. SHARE CAPITAL (CONTD.)
Number of Shares
2005
2004
Irredeemable Convertible Preference
Shares (“ICPS”) of RM0.10 each
At 1 January
- Series B1 (“ICPS-B1”)
- Series C (“ICPS-C”)
Issued during the year
- Series A (“ICPS-A”)
- Series C (“ICPS-C”)
Conversion of preference shares
- Series A (“ICPS-A”)
At 31 December
Total
Amount
2005
RM
2004
RM
36,409,703
36,409,703
22,422,574
-
3,640,970
3,640,970
2,242,257
-
363,642,355
50,000
50,000
50,000
36,409,703
36,409,703
22,422,574
36,364,237
5,000
5,000
5,000
3,640,970
3,640,970
2,242,257
(344,677,023)
-
(34,467,702)
-
114,357,312
95,241,980
11,435,732
9,524,197
227,405,481
154,329,242
124,483,901
68,611,459
The movements in the issued and paid up share capital are as a result of the implementation of the restructuring plan as
disclosed in Note 33.
(a) Irredeemable Convertible Preference Shares (“ICPS”)
The ICPS are constituted pursuant to the restructuring plan of the Group as disclosed in Note 33.
The main features of the ICPS are as follows:
(i)
Each registered holder of ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C shall have the right to convert such amount
of ICPS-A, ICPS-B1, ICPS-B2 and ICPS-C held into fully paid-up ordinary shares of the Company at any time
during the Conversion Period.
(ii) The conversion of ICPS-A into new ordinary shares of the Company at a conversion price of RM1.10 each shall
be satisfied in either of the following manner:
a.
Partly by tendering the ICPS-A for conversion into new ordinary shares of the Company at the par value of
the ICPS-A and the remaining balance in cash; or
b.
By tendering the equivalent par value of the ICPS-A for every one new ordinary share.
(iii) The conversion of ICPS-B1, ICPS-B2 or ICPS-C shall be by tendering one unit of ICPS-B1, ICPS-B2 or ICPS-C
respectively for conversion into new ordinary shares of the Company of which RM0.10 is paid up. The remaining
RM0.90 shall be paid up from the share premium reserve of the Company.
79
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(a) Irredeemable Convertible Preference Shares (“ICPS”) (contd.)
(iv) The holders of ICPS-A will have the right to convert the ICPS into new ordinary shares of the Company at any time
during the tenure of the ICPS-A. The holders of ICPS-B1 will have the right to convert the ICPS into new ordinary
shares of the Company from the third anniversary date of its issuance. The holders of ICPS-B2 and ICPS-C will
have the right to convert the ICPS into new ordinary shares of the Company from the fourth anniversary date of
their first issuance.
Unless previously converted, all outstanding ICPS-A, ICPS-B1, ICPS-B2 or ICPS-C will be mandatorily converted
on the immediate day before the fifth anniversary of the date of the first issuance.
(v) The Company shall maintain sufficient Share Premium Reserve of up to RM85,852,782 at all times to allow the
conversion of outstanding ICPS-B1, ICPS-B2 or ICPS-C into new ordinary shares of the Company.
(vi) The ICPS-A rank pari passu with the ICPS-B1 and ICPS-B2 but shall rank in priority to the ICPS-C and ordinary
shares in respect of return of capital on liquidation or otherwise for the par value of the ICPS-A provided that there
shall be no further right to participate in the surplus assets or profits of the Company.
(vii) The ICPS-B1 and ICPS-B2 shall carry a cumulative dividend of 1.26 sen per ICPS-B1 and ICPS-B2, payable
annually over the tenure of ICPS-B1 and ICPS-B2 at the end of each financial year, commencing on the second
anniversary of the date of first issuance, subject to the Company having sufficient profit to declare dividend. Such
rights to the cumulative dividends which have not been declared shall be extinguished upon the conversion of
ICPS-B1 or ICPS-B2 into new ordinary shares of the Company.
No dividend is distributable to ICPS-A and ICPS-C prior to the conversion into ordinary shares of the Company.
(viii) The new ordinary shares of the Company to be issued pursuant to the conversion of the ICPS-A, ICPS-B1, ICPSB2 or ICPS-C shall, upon allotment and issue, rank pari passu in all respect with the existing ordinary shares
of the Company, save and except that they will not be entitled to any dividend or distributions made prior to the
conversion date.
(b) Employees’ Share Option Scheme (“ESOS”)
The Company implemented an ESOS which is governed by the bye-laws approved by the shareholders at Extraordinary
General Meetings held on 8 April 2003 and 21 September 2004.
The salient features of the ESOS are as follows:
(i)
Eligible persons are employees of the Group (including directors) who have attained the age of 18 years, have
been confirmed in the employment of the Group and are employed full time by and on the payroll of a company
within the Group. The eligibility for participation in the ESOS shall be at the discretion of the Options Committee
appointed by the Board of Directors.
In the case of directors, major shareholders or persons connected with directors or major shareholders of the
Group, their specific entitlement under the Scheme shall be approved by the shareholders of the Company in a
general meeting.
(ii) The total number of shares to be offered shall not exceed in aggregate 15% of the total issued share capital of
the Company at any point of time during the tenure of the ESOS, which shall be in force for a period of five
years.
80
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
(b) Employees’ Share Option Scheme (“ESOS”) (contd.)
(iii) Not more than 50% of new shares of the Company available under the Scheme should be allocated in aggregate
to the director and senior management of the Company and not more than 10% of new shares of the Company
available under the Scheme should be allocated to any individual director or employee who, either singly or
collectively through persons connected with him, holds 20% or more in the issued and paid-up capital of the
Company.
(iv) The option price for each share shall be subject to a discount of not more than 10% from the 5 day weighted
average market price of the shares of the Company immediately preceding the offer date, or the par value of the
shares of the Company of RM1, whichever is the higher.
(v) No option shall be granted for less than 100 shares to any eligible employee and shall always be in multiples of
100 shares.
(vi) An option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to the
Company before the expiry of five years from the date of the offer or such shorter period as may be specified in
such offer.
(vii) The new shares to be issued upon any exercise of the option shall, upon allotment and issuance, rank pari
passu in all respects with the existing shares of the Company save and except that the new shares will not
be entitled to any dividends, rights, allotments and/or other distributions where the entitlement date precedes the
date of allotment of the new shares. The option shall not carry any rights to vote at any general meeting of the
Company.
(viii) The non-executive directors of the Group who have been granted options shall not sell, transfer or assign the new
ordinary shares of the Company obtained through the exercise of the options offered to him under the ESOS
within one year from the date of offer of such options.
There were no ESOS granted during the current or previous financial years.
(c) Treasury Shares
This amount relates to the acquisition cost of treasury shares.
The shareholders of the Company, by a special resolution passed in an extraordinary general meeting held on 12
September 2005 approved the Company’s plan to repurchase its ordinary shares. The directors of the Company
believe that the repurchase plan can be applied in the best interest of the Company and its shareholders.
During the financial year, the Company repurchased 10,000 of it issued ordinary shares from the open market at
an average price of RM1.59 per share. The total consideration paid for the repurchase including transaction costs
was RM16,018 and this was financed by internally generated funds. The shares repurchased are being held as
treasury shares in accordance with Section 67A of the Companies Act, 1965.
Of the total of 113,048,169 (2004: 59,087,262) issued and fully paid ordinary shares as at 31 December 2005, 10,000
(2004: Nil) are held as treasury shares by the Company. As at 31 December 2005, the number of outstanding ordinary
shares in issue and fully paid is therefore 113,038,169 (2004: 59,087,262) ordinary shares of RM1 each.
81
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
28. DEFERRED PAYABLES
GROUP
Not later than 1 year (Note 26)
Later than 1 year but not later than 2 years
Later than 2 years but not later than 5 years
2005
RM
2004
RM
3,139,025
3,230,000
750,000
-
750,000
750,000
750,000
1,500,000
3,889,025
4,730,000
Deferred payables relate to the amount owing for the purchase of leasehold land by a subsidiary which is payable over a
period of ten years upon commencement of the subsidiary’s business operations.
The subsidiary of the Company has not been able to meet its repayment obligations and is currently in negotiation to
settle the outstanding amount. Late payment penalty has been accrued by the subsidiary up to the current financial
year.
29. COMMITMENTS
(a) Capital Commitments
GROUP
2005
RM
2004
RM
Approved and contracted for:
Addition of property, plant and equipment
4,122,014
-
Approved but not contracted for:
Addition of property, plant and equipment
3,099,052
2,500,000
(b) Non-cancellable Operating Lease Commitment - Group as Lessee
GROUP
Future minimum rentals payable:
Later than 5 years
2005
RM
2004
RM
15,694,202
55,604,823
36,501,667
19,907,248
58,637,662
48,601,667
107,800,692
127,146,577
Operating lease payments represent rentals payable by the Group for use of land and buildings. Leases are negotiated
for a term of 2 to 10 years (2004: 2 to 10 years).
82
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
29. COMMITMENTS (CONTD.)
(c) Non-cancellable Operating Lease Commitment - Group as Lessor
GROUP
Future minimum rentals receivable:
Later than 5 years
2005
RM
2004
RM
418,180
1,301,580
1,158,480
503,280
1,444,060
1,411,080
2,878,240
3,358,420
Operating lease receipts represent rentals receivable by the Group from renting out the land and buildings. These
leases have remaining non-cancellable lease terms of between 1 and 10 years (2004: 1 and 11 years).
30. CONTINGENT LIABILITIES
2005
RM
GROUP
2004
RM
2005
RM
COMPANY
2004
RM
-
-
17,516,000
8,450,000
(ii) Contingent liabilities in respect of guarantees
extended in support of banking and other
credit facilities granted to a former subsidiary,
Eden Enterprises (M) Berhad:
Unsecured
10,000,000
10,000,000
10,000,000
10,000,000
(i) Contingent liabilities in respect of guarantees
extended in support of banking and other
credit facilities granted to subsidiaries:
Secured
(iii) On 8 August 1995, Zainal Azman bin Md. Zain (“ZAMZ”), the administrator of the estate of Wan Zainab binti M.A.
Bakar, commenced legal proceedings against the Company and six (6) of its Directors at that point in time, in the
Penang High Court for the alleged:(a) fraudulent and non-payment transfer of 36,666 units of shares in Syarikat Sriwani (M) Sdn. Bhd. (“SSSB”) to the
Company for the amount of RM36,666 which belonged to his mother, Wan Zainab binti M.A. Bakar;
(b) fraudulent and underpayment of transfer of 5,000 units of shares in SSSB to the Company which is valued at
RM3.50 each totaling RM17,500 which also belonged to his mother, Wan Zainab binti M.A. Bakar; and
(c) breach of trust by failing to give a full and frank disclosure of the said transfers of shares.
ZAMZ is claiming for the sum of RM13,901,268 being the value of the shares, general, aggravated and exemplary
damages of RM30,000 together with interest and costs.
83
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
30. CONTINGENT LIABILITIES (CONTD.)
The solicitors noted that exposure to liability is RM36,666 if the Court finds that no consideration was given. The
solicitors are also of the opinion that ZAMZ is unlikely to succeed in equitable tracing. Therefore the claim of
RM13,901,268 is farfetched but not impossible. The general, aggravated and exemplary damages if at all allowed will
be minimal.
The Court has fixed the matter for continued hearing on 17, 18 and 19 May 2006.
31. OTHER MATERIAL LITIGATIONS
The following are material litigations against the Group:
(i) An arbitration proceeding was initiated by Nilai Barisan Sdn. Bhd. (“NBSB”) against Kelana Megah Sdn. Bhd.
(“KMSB”) to review the interim certificates issued by KMSB’s architect regarding its contract as Nominated Sub
Contractor for the supply, delivery, installation, testing and commissioning of air conditioning and mechanical ventilation
works for the construction of the Johor Bahru Duty Free Complex (“JBDFC”). The amount in dispute is approximately
RM2,467,776. KMSB counter-claimed that the amount claimed by NBSB is excessive, inaccurate and inconsistent
with the rates agreed. Furthermore, KMSB counter-claimed that it incurred damages due to NBSB’s defective
works and it is estimated that the cost and expense to rectify the defective and/or incomplete works will be approximately
RM1,908,898.
The arbitration is currently put in abeyance in view of the fact that NBSB was wound up on 8 August 2000. KMSB’s
solicitor has on 21 January 2002 informed the Arbitrator of the status. However, the Arbitrator has yet to respond.
(ii) On 30 December 1999, LH Technology Sdn. Bhd. (“LHT”) commenced legal proceedings against KMSB claiming a
sum of RM1,025,855 on behalf of Mancon Berhad (“Mancon”) whereby KMSB has provided an undertaking to pay
LHT.
LHT has filed a Notice of Appeal against the High Court’s decision to set aside the Summary Judgement against
KMSB. The appeal is now pending the fixing of hearing before the Court of Appeal.
KMSB’s counsel is of the view that there is no privity of contract between KMSB and LHT and that LHT should instead
be suing Mancon. Furthermore, the Group has completed the Debts Restructuring Agreement on 1 December 2004.
Thus, KMSB has no more obligations towards Mancon and LTH.
(iii) Nasturi Jaya Sdn. Bhd. (“NJSB”) instituted claims on KMSB for goods sold and delivered in respect of Eden Garden
Hotel for the sum of RM831,707. The main contractor is Mancon Berhad whilst NJSB is the nominated sub-contractor.
The contract documents have specific provisions to state there is no privity of contract between NJSB and KMSB
although KMSB has made some payments on behalf of the main contractor to NJSB directly. To date, KMSB has filed
a defence.
The solicitors have expressed their opinion that NJSB would have a difficult time to prove any privity of contract and
consequently any liability on the part of KMSB. The matter was fixed for decision on 17 May 2005 but was adjourned
to 13 June 2005 for decision/clarification pending NJSB’s solicitors filing their Reply Submission. During the hearing
on 13 June 2005, the Senior Assistant Registrar (“SAR”) has allowed NJSB’s Order 14A application. KMSB’s solicitor
has filed the Notice of Appeal to the Judge in Chambers against the SAR’s decision on 15 June 2005. KMSB’s Appeal
to the Judge in Chambers is now fixed for hearing on 11 October 2006.
84
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
31. OTHER MATERIAL LITIGATIONS (CONTD.)
(iv) Cergasjaya Sdn. Bhd. (“CJSB”) is claiming from Malayan Banking Berhad (“MBB”) for misappropriation of money
from its accounts. CJSB’s claim is for an amount of RM1,708,596 of which RM497,327 is to be reimbursed to Hong
Leong Assurance Berhad. The matter is now fixed for hearing on 2 and 3 May 2006.
The CJSB’s solicitors are of the opinion that the Company has a good case against MBB as the Bankers Remittance
Forms indicate signs of alteration.
(v) The Company is claiming RM3,043,537 from Eden Enterprises (M) Berhad (“EEB”) for the outstanding amounts due
to the Company and its subsidiaries through various transactions and/or inter-companies loans while EEB and its
subsidiaries were subsidiaries of the Company. The Company is also seeking specific relief from Zil Enterprise Sdn.
Bhd. and EEB to fulfil their obligations, including the release of the relevant corporate guarantee amounting to
RM13,803,278 that had been undertaken prior to the renunciation of the Company’s entitlement to the rights issue
and special issue of EEB’s shares.
On 7 June 2005, the Senior Assistant Registrar has allowed EEB’s application for amendment to the Statement of
Defence and the addition of a counter-claim against the Company. The Company’s solicitors have on 13 June 2005
filed a Notice of Appeal to the Judge in Chambers against the Senior Assistant Registrar’s decision. The Court has
fixed a new hearing date for the Appeal on 26 July 2006 pending the filing of Written Submission by both parties.
The Court has fixed 14 August 2006 for Case Management.
(vi) On 10 April 2004, Sriwani Duty Free Centre (Langkawi) Sdn. Bhd. (“SDFC”) has filed a defence and affidavit to strike
out the Statement of Claim filed by EEB against SDFC as the First Defendant, Chuan Hooi Huat and Wong Soo
Teong, Terry, who are the former directors of the Company as the Second and Third Defendant respectively, for Tort of
Conspiracy in respect of a lease agreement entered into between EEB and SDFC on 20 August 2002 (“Lease
Agreement”).
On 10 October 2005, the learned Senior Assistant Registrar (“SAR”) allowed EEB’s application to amend the Writ of
Summons and Statement of Claim.
EEB has on 4 August 2005 filed for an application to the High Court seeking for a mandatory injunction compelling
SDFC to quit, vacate and deliver the aforesaid duty free outlet and staff living quarters in Langkawi. On 6 December
2005, the learned High Court Judge dismissed EEB’s application for a mandatory injunction. EEB has subsequently
appealed to the Court of Appeal on the said decision and the matter is currently still pending the fixing of an appeal
date by the Court of Appeal.
(vii) On 9 October 2004, the Company had been served with a Petition together with a Summons in Chambers (Inter
Parte) and an affidavit in support dated 6 October 2004 by the solicitors acting for Adenan bin Ismail, a shareholder
of Naluri Corporation Berhad, seeking, amongst others, the following orders:
•
That any resolutions passed by the shareholders and/or directors of Naluri Corporation Berhad approving the
alleged related party transactions set out in the petition to be cancelled; and
•
That the Company do pay to Naluri Corporation Berhad the monies paid to the Company and/or the financial
institutions who received monies pursuant to the alleged related party transactions as set out in the petition.
85
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
31. OTHER MATERIAL LITIGATIONS (CONTD.)
During the hearing on 17 June 2005, the learned High Court Judge delivered the following decisions:
(i)
the Petitioner’s application for injunctive reliefs against Atlan Holdings Bhd. and Atlan Properties Sdn. Bhd. was
dismissed with costs.
(ii) The five (5) applications by all the Respondents to strike out the Petition were allowed with costs.
The Petitioner has lodged an appeal to the Court of Appeal on 15 July 2005 against the decisions given by the
learned High Court Judge on 17 June 2005 and the matter is currently still pending the fixing of an appeal date by the
Court of Appeal.
32. SIGNIFICANT RELATED PARTY TRANSACTIONS
GROUP
Car park rental paid to Tenggara
Senandung Sdn. Bhd.
Advertisement space rental received from
Emas Kerajang Sdn. Bhd.
Advertisement space rental paid to Emas
Kerajang Sdn. Bhd.
Sales rebate payable to Emas Kerajang
Sdn. Bhd.
Expenses reimbursable by holding company
Purchases from Emas Kerajang Sdn. Bhd.
Rental payable/paid to holding company
Rental receivable/received from Tenggara
Senandung Sdn. Bhd.
Sales to Emas Kerajang Sdn. Bhd.
Security, maintenance and engineering services
receivable/received from Tenggara
Senandung Sdn. Bhd.
Dividend received from a subsidiary
Interest receivable/received from subsidiaries
Interest payable/paid to a subsidiary,
Rental income receivable from subsidiaries
2005
RM
2004
RM
2005
RM
COMPANY
2004
RM
117,075
-
-
-
42,000
-
-
-
24,000
-
-
-
13,181,879
10,000,000
300,000
402,414
2,069,899
833,333
-
-
2,737,120
6,979,512
379,725
-
-
362,200
-
-
7,600,000
41,617
-
-
-
46,923
92,100
54,029
104,400
The directors are of the opinion that the above transactions have been entered into in the normal course of business and
have been established on a negotiated basis.
86
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
33. RESTRUCTURING PLAN
(i) During the financial year, the Group completed its Restructuring Plan, which includes amongst others, the following:
(a) issuance of 22,626,636 number of Renounceable Rights Issue (“Rights Shares”) at an issuance price of RM1.00
per Right Share together with 363,642,355 Irredeemable Convertible Preference Shares – A (“ICPS-A”) of RM0.10
each at an issue price of RM0.10 per ICPS-A;
(b) completed its issuance of additional 50,000 ICPS-B1, 50,000 ICPS-B2 and 50,000 ICPS-C at an issue price
of RM1.00 each to Commerce International Merchant Bankers Berhad (“CIMB”) as primary subscriber, for cash
totaling RM150,000; and
(c) completed its conversion of 344,677,023 ICPS-A to 31,334,271 ordinary shares on piece meal basis by way of
surrendering equivalent par value of the ICPS-A to satisfy the conversion price of RM1.10 of the ordinary
shares.
(ii) On 31 January 2005, the Company has successfully regularised its financial condition and no longer triggers any of the
criteria under paragraph 2.0 of PN4/2001 and is no longer classified as an “affected listed issuer” pursuant to
PN4/2001.
On the even date, the following securities has been resumed or granted listing and quotation:
a)
81,713,898 ordinary shares of RM1.00;
b)
363,642,355 Irredeemable Convertible Preference Shares (“ICPS”)-A;
c)
36,459,703 each of ICPS-B1 and ICPS-B2; and
d)
22,472,574 ICPS-C.
34. OTHER SIGNIFICANT EVENTS
The Foreign Investment Committee had on 30 September 2005 approved the Proposed Disposal of Blossom Time
Sdn. Bhd. (“BTSB”), a wholly-owned subsidiary of the Company, of 4,000,000 ordinary shares of RM1.00 each in BTSB
representing the entire issued and paid-up share capital of BTSB to Naluri Corporation Berhad for a total cash consideration
of RM150,000. The said disposal was completed during the financial year.
35. SUBSEQUENT EVENTS
Subsequent to the financial year end, the Company:
(i) converted 1,468,302 ICPS-A to 133,482 ordinary shares on a piece meal basis up to 19 April 2006. The conversion
was by way of surrendering equivalent par value of the ICPS-A to satisfy the conversion price of RM1.10 of the
ordinary shares.
(ii) Acquired quoted securities from the open market for a total purchase consideration of RM11.58 million.
87
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
36. FINANCIAL INSTRUMENTS
(a) Financial Risk Management Objectives and Policies
In ensuring adequate financial resources to finance its operating activities, the Group has put in place appropriate
systems of internal control to identify and effectively manage risks associated with managing such resources. The
Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to
engage in speculative transactions.
(b) Interest Rate Risk
The Group’s primary interest rate risk relates to interest-bearing debts.
(c) Foreign Exchange Risk
The Group operates internationally and is exposed to various currencies, mainly United States Dollar, Singapore
Dollar, Japanese Yen, Renminbi, Euro, Australian Dollar, Thai Baht, New Taiwan Dollar, Sterling Pound and Brunei
Dollar. Foreign currency denominated assets and liabilities together with expected cash flows from highly probable
purchases and sales give rise to foreign exchange exposures.
Foreign exchange exposures in transactional currencies other than functional currencies of the operating entities are
kept to an acceptable level.
The net unhedged financial assets and liabilities of the Group that are not denominated in their functional currencies
are as follows:
Functional
Currency
of the Group
Australian
Dollar
New
Taiwan Singapore Sterling
Dollar
Dollar
Pound
Japanese
Euro
Yen
United
States
Dollar
Thai
Baht Renminbi
Brunei
Dollar
Total
Trade Receivables
Ringgit Malaysia
7,097
5,761
-
-
4,562
-
216,208
-
-
-
233,628
Cash and Bank
Balances
Ringgit Malaysia
3,457
1,155
1,429
2,128
11,167
1,009
30,144
190,527
174
210
241,400
10,554
6,916
1,429
2,128
15,729
1,009
246,352
190,527
174
210
475,028
65,925
177,047
-
-
243,077
91,169 1,172,716
-
-
Trade Payables
Ringgit Malaysia
- 1,749,934
Functional
Currency
of the Group
Australian
Dollar
Japanese
Euro
Yen
New
Taiwan Singapore
Dollar
Dollar
Sterling
Pound
United
States
Dollar
Thai
Baht
Renminbi
Total
Trade Receivables
Ringgit Malaysia
2,558
6,473
-
-
-
-
2,601
-
-
11,632
Cash and Bank
Balances
Ringgit Malaysia
1,948
94
2,956
2,010
5,551
1,920
26,561
39,126
316
80,482
4,506
6,567
2,956
2,010
5,551
1,920
29,162
39,126
316
92,114
-
-
-
-
2,128
-
1,180,005
-
Trade Payables
Ringgit Malaysia
- 1,182,133
88
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
36.
FINANCIAL INSTRUMENTS (CONTD.)
(d) Liquidity Risk
The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to ensure that
all repayment and funding needs are met. As part of its overall liquidity management, the Group maintains sufficient
levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives
to maintain available banking facilities at a reasonable level to its overall debt position. As far as possible, the Group
raises committed funding from both capital markets and financial institutions and balances its portfolio with some short
term funding so as to achieve overall cost effectiveness.
(e) Credit Risk
Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit approvals, limits
and monitoring procedures. Trade receivables are monitored on an ongoing basis via Group management reporting
procedures.
The Group does not have any significant exposure to any individual customer or counterparty nor does it have any
major concentration of credit risk related to any financial instruments, other than as disclosed in Note 19.
(f) Fair Values
The carrying amounts of financial assets and financial liabilities of the Group and of the Company at the balance sheet
date approximated their fair values except for the following:
GROUP
COMPANY
Note
Carrying
Amount
RM
Fair Value
RM
Carrying
Amount
RM
20
-
-
21,318,743
20
-
-
25,437
26
26
36,899,419
-
34,869,681
-
-
24
197,847
203,491
-
-
26
26
23
30,411,608
2,702,405
2,457,889
55,087,959
-
-
24
135,277
139,817
-
-
Fair Value
RM
Financial Assets
Financial Liabilities
Due to subsidiaries
Hire-purchase and finance
lease payables
Due to subsidiaries
Term loans
Hire-purchase and finance
lease payables
89
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
36.
FINANCIAL INSTRUMENTS (CONTD.)
(f) Fair Values (contd.)
It is not practical to estimate the fair values of amounts due to/from related corporations due principally to a lack
of fixed repayment terms entered into by the parties involved. However, the Group does not anticipate the
carrying amounts recorded at the balance sheet date to be significantly different from the values that would
eventually be received or settled.
The notional amount and net fair value of financial instruments not recognised in the balance sheets of the Group and
of the Company as at the end of the financial year are:
GROUP
COMPANY
Notional
Net Fair
Amount
Value
RM
RM
Note
Notional
Amount
RM
Net Fair
Value
RM
Contingent liabilities
30
10,000,000
∆
27,516,000
∆
Contingent liabilities
30
10,000,000
∆
18,450,000
∆
∆
It is not practicable to estimate the fair value of contingent liabilities reliably due to the uncertainties of timing,
costs and eventual outcome.
The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:
i.
Cash and Cash Equivalents, Trade and Other Receivables/Payables and Short Term Borrowings
The carrying amounts approximate fair values due to the relatively short term maturity of these financial
instruments.
ii.
Borrowings
The fair value of borrowings is estimated by discounting the expected future cash flows using the current
incremental lending rates for similar types of lending and borrowing arrangements.
37. CURRENCY
All amounts are stated in Ringgit Malaysia (RM).
90
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
38. SEGMENT INFORMATION
(a) Business Segments:
The Group is organised into two major business segments:
(i) Trading of duty free goods and non-dutiable merchandise;
(ii) Properties and hospitality.
Other business segments include provision of management service, recreation, tours and travel services, none of
which are of a sufficient size to be reported separately.
The directors are of the opinion that all inter-segment transactions have been entered into in the normal course
of business and have been established on terms and conditions that are not materially different from that obtainable
in transactions with unrelated parties.
The activities of the Group are carried out mainly in Malaysia and as such, segmental reporting by geographical
locations is not presented.
2005
Trading of
duty free
goods and
non-dutiable
merchandise
RM’000
Properties
and
hospitality
RM’000
Others
RM’000
Eliminations
RM’000
Consolidated
RM’000
213,524
38,725
22
-
252,271
92,973
3,687
15,264
(111,924)
-
306,497
42,412
15,286
(111,924)
252,271
30,611
26,640
17,496
(50,867)
23,880
REVENUE AND
EXPENSES
Revenue
External sales
Inter-segment sales
Total revenue
Results
Segment results
Finance costs, net
(203)
Profit before tax
23,677
Taxation
(4,224)
Profit after tax
19,453
Minority interest
(233)
19,220
91
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
38. SEGMENT INFORMATION (CONTD.)
Trading of
duty free
goods and
non-dutiable
merchandise
RM’000
Properties
and
hospitality
RM’000
Others
RM’000
Eliminations
RM’000
Consolidated
RM’000
Segment assets
91,044
64,958
35,771
-
191,773
Segment liabilities
31,889
59,206
5,466
-
96,561
Capital expenditure
(6,032)
(4,830)
(2,428)
-
(13,290)
Depreciation
(2,492)
(351)
(175)
-
(3,018)
2005
ASSETS AND
LIABILITIES
OTHER INFORMATION
-
-
(119)
-
(119)
-
-
269
-
269
2,535
2,291
-
4,569
Trading of
duty free
goods and
non-dutiable
merchandise
RM’000
Properties
and
hospitality
RM’000
Others
RM’000
Eliminations
RM’000
Consolidated
RM’000
129,735
37,521
79
-
167,335
44,032
27
531
(44,590)
-
173,767
37,548
610
(44,590)
167,335
Non-cash income/ (expenses)
other than depreciation,
amortisation and impairment
losses
2004
(257)
REVENUE AND
EXPENSES
Revenue
External sales
Inter-segment sales
Total revenue
92
DFZ
Capital
Berhad
(104556-X)
Statements (contd.)
31 December 2005
38. SEGMENT INFORMATION (CONTD.)
2004
Trading of
duty free
goods and
non-dutiable
merchandise
RM’000
Properties
and
hospitality
RM’000
Others
RM’000
34,938
81,446
247,071
Eliminations
RM’000
Consolidated
RM’000
REVENUE AND
EXPENSES (CONTD.)
Results
Segment results
(81,057)
Finance costs, net
282,398
(236)
Profit before tax
282,162
Taxation
(3,356)
Profit after tax
278,806
Minority interest
(66)
278,740
ASSETS AND
LIABILITIES
Segment assets
47,053
56,767
34,918
-
138,738
Segment liabilities
35,556
58,335
23,327
-
117,218
OTHER INFORMATION
Capital expenditure
Depreciation
(1,889)
-
Impairment losses
-
Non-cash income/ (expenses)
other than depreciation,
amortisation and impairment
losses
14,938
(669)
(807)
-
(1,476)
(12,171)
(162)
-
(14,222)
(11)
(11,869)
98,640
-
(11)
-
-
(11,869)
188,680
-
302,258
93
DFZ
Capital
Berhad
(104556-X)
Analysis of Ordinary and
Preference Shareholdings
as at 10 May 2006
ORDINARY SHARES OF RM1.00 EACH (“ORDINARY SHARES”)
CLASS OF SHARES
:
Ordinary Shares of RM1.00 each
VOTING RIGHTS
:
1 vote per ordinary share
DISTRIBUTION OF ORDINARY SHAREHOLDINGS
Holdings
No. of
Shareholders Percentage (%)
No. of Ordinary#
Shares Percentage (%)#
less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued shares
5% and above of issued shares
4,791
2,061
247
39
21
1
66.91
28.78
3.45
0.55
0.29
0.01
166,421
562,365
720,486
1,035,106
37,483,194
73,209,178
0.15
0.50
0.63
0.91
33.12
64.69
TOTAL
7,160
100.00
113,176,750
100.00
#
This represent the issued and paid up capital of RM113,186,750, which comprise 113,186,750 ordinary shares, after
deduction of 10,000 treasury shares retained by Company.
THIRTY (30) LARGEST SECURITIES ACCOUNTS HOLDERS FOR ORDINARY SHARES
No. Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
Yeoh San Hai
HLB Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Chen Siak Chan)
Citigroup Nominees (Asing) Sdn. Bhd.
(UBS AG Singapore for Alpha Trinity Limited)
(UBS AG Singapore for China Leap Limited)
(UBS AG Singapore for Orient Achieve Limited)
(UBS AG Singapore for Star Bay Limited)
Stuart Saw Teik Siew
(UBS AG Singapore for Treasure Forest Limited)
Saw Eng Huat Properties Sdn. Berhad
Ventura Holdings Sdn. Bhd.
Mayban Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Siow Yoon Keong)
TCL Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Beganas Sdn. Bhd.)
TCL Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Primawang Sdn. Bhd.)
Shareholdings
%#
73,209,178
5,208,182
4,780,642
64.69
4.60
4.22
3,959,000
3.50
3,791,000
3.35
3,750,000
3.31
3,500,000
3.09
3,225,711
3,000,000
2.85
2.65
1,454,545
1,134,988
931,245
1.29
1.00
0.82
457,440
0.40
456,092
0.40
94
DFZ
Capital
Berhad
(104556-X)
Preference Shareholdings (contd.)
as at 10 May 2006
THIRTY (30) LARGEST SECURITIES ACCOUNTS HOLDERS FOR ORDINARY SHARES (CONTD.)
No. Name
Shareholdings
%#
390,300
364,000
0.34
0.32
276,100
225,641
188,208
0.24
0.20
0.17
136,600
0.12
130,000
0.11
123,500
0.11
92,100
78,700
78,640
0.08
0.07
0.07
73,000
63,700
60,700
42,200
37,016
0.06
0.06
0.05
0.04
0.03
15. Christopher Phang Li Roy
16. A.A. Anthony Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Stuart Saw Teik Siew)
17. Lee Kheng Geok
18. Yeap Geok Bow @ Betty Yeap
19. Bumiputra-Commerce Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Saga Menang Sdn. Bhd.)
20. A.A. Assets Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Stuart Saw Teik Siew)
21. OSK Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Ngoi Ah Hock)
22. HLG Nominee (Asing) Sdn. Bhd.
(Lim & Tan Securities Pte. Ltd. for Lim Poh Suan Eunice)
23. Harriet Lim Eang Eng
24. Nareba Industries Sdn. Bhd.
25. Kenanga Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Dynaboost Sdn. Bhd.)
26. Khor Sew Khing
27. Lim Oi Leat
28. Ng Chooi Lian @ Ng Song Goot
29. Koo Yoon Mooi
30. Teng Lee Cheong
SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS
(excluding those who are bare trustees pursuant to Section 69 of the Companies Act, 1965 (“the Act”))
Name of Shareholders
Atlan Holdings Bhd.
Atlan Properties Sdn. Bhd.
Dato’ Sri Adam Sani bin Abdullah
Distinct Continent Sdn. Bhd.
Sebastian Paul Lim Chin Foo
^
Direct Interest
No. of Ordinary
Shares
73,209,178
-
%#
Indirect Interest
No. of Ordinary
Shares
64.69
-
^ 73,209,178
^ 73,209,178
^ 73,209,178
^ 73,209,178
^ 73,209,178
%#
64.69
64.69
64.69
64.69
64.69
By virtue of their interest in Naluri Corporation Berhad, they are deemed to have interest in these shares by virtue of
Section 6A of the Act.
DIRECTORS’ INTERESTS IN THE COMPANY AND IN THE RELATED CORPORATIONS
None of the Directors of the Company as at 10 May 2006 have any interest in shares in the Company and in its related
corporations.
95
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES A 2005/2010 (“ICPS-A”)
CLASS OF SHARES
:
Irredeemable Convertible Preference Shares - Series A 2005/2010 (“ICPS-A”) of RM0.10 each
VOTING RIGHTS
:
One vote per ICPS-A holders on a show of hands or one vote per ICPS-A on a poll in respect of
meeting of ICPS-A holders
DISTRIBUTION OF ICPS-A HOLDINGS
Holdings
No of ICPS-A
Holders Percentage (%)
less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued ICPS-A
5% and above of issued ICPS-A
TOTAL
No. of ICPS-A Percentage (%)
77
167
615
222
21
1
6.98
15.14
55.76
20.13
1.90
0.09
3,424
107,642
2,378,941
6,274,624
4,127,248
4,548,937
0.02
0.62
13.64
35.98
23.66
26.08
1,103
100.00
17,440,816
100.00
No. of ICPS-A
%
4,548,937
459,800
457,837
360,975
237,000
219,800
200,000
191,250
187,500
183,562
160,944
160,720
158,250
150,000
150,000
147,500
136,100
26.08
2.64
2.63
2.07
1.36
1.26
1.15
1.10
1.08
1.05
0.92
0.92
0.91
0.86
0.86
0.85
0.78
118,650
112,950
112,826
0.68
0.65
0.65
THIRTY (30) LARGEST ICPS-A HOLDERS
No. Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
Christopher Phang Li Roy
Koo Yoon Mooi
Yeap Geok Bow @ Betty Yeap
Lee Hor Yin
Ramal Properties Sdn. Bhd.
Lim Oi Leat
Yeoh Keat Hoe
Ong Ah Hua
Ee Tee Gin
Wong Soo Teong
Ong Kah Ting
Lim Soon Huat
Park Nam Koo
Lim Kok Beng
Yap Yew Gek
Lee Cheong Keat @ Lee Chong Keat
A.A. Anthony Nominees (Asing) Sdn. Bhd.
(pledged securities account for Chew Soo Lin)
18. Khoo Chun Keong
19. Ang Choo Teong
20. Mayban Nominees (Tempatan) Sdn. Bhd.
(pledged securities account for Ng Ai Loo)
96
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
THIRTY (30) LARGEST ICPS-A HOLDERS (CONTD.)
No. Name
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Mohamed Feisal bin Ibrahim
A.A. Anthony Securities Sdn. Bhd.
Wong Hsu Chian
Ong Ah Hua
Goh Ah Poe
Teoh Hai Hin
Wong Thian Siong
Chan Seng Hon
Teng Lee Cheong
Tan Thian Chai
No. of ICPS-A
%
112,500
109,084
94,500
93,000
90,000
82,500
81,000
81,000
78,937
78,000
0.65
0.63
0.54
0.53
0.52
0.47
0.46
0.46
0.45
0.45
DIRECTORS’ ICPS-A HOLDINGS
None of the Directors of the Company as at 10 May 2006 have any interest in ICPS-A in the Company.
97
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES B1 2005/2010 (“ICPS-B1”)
CLASS OF SHARES
:
Irredeemable Convertible Preference Shares - Series B1 2005/2010 (“ICPS-B1”) of RM0.10
each
VOTING RIGHTS
:
One vote per ICPS-B1 holders on a show of hands or one vote per ICPS-B1 on a poll in respect
of meeting of ICPS-B1 holders
DISTRIBUTION OF ICPS-B1 HOLDINGS
Holdings
No of ICPS-B1
No. of ICPS-B1 Percentage (%)
less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued ICPS-B1
5% and above of issued ICPS-B1
92
1
1
0.00
97.88
1.06
0.00
0.00
1.06
46,000
4,000
36,409,703
0.00
0.13
0.01
0.00
0.00
99.86
TOTAL
94
100.00
36,459,703
100.00
No. of ICPS-B1
%
36,409,703
4,000
600
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
99.86
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
THIRTY (30) LARGEST ICPS-B1 HOLDERS
No. Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
Loh Sai Eng
Tam Thin Choy
Khoo Leng Kee @ Lai Soo Sun
Leong Wai Kung
Norhalizah bte Mohd Razali
Chow Chooi Peng
Chan Shiao Ling
Michael Ng Mun Seng
Tan Kim Khuat
Lim Wei Seong
Ho Tat Heng
Keh Wai Leng
Limah binti Hassan
Abd Halim bin Sharif
Ahmad Nizam bin Zabran
Jane Mary A/P Samikannu
Lai Chee Wai
Cheah Eu Jin
Ho Seow Leng
Lee Siew Leng
Lee Suet Ling
98
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
THIRTY (30) LARGEST ICPS-B1 HOLDERS (CONTD.)
No. Name
23.
24.
25.
26.
27.
28.
29.
30.
Kok Yoke Ling
Chin Yen Choo
Rowena Chan Lian Wah
Chang Huey Yu
Augustone Cheong Kwok Fai
Hazilah binti Abdul Karim
Azizah binti Alias
Ang Lay Leng
No. of ICPS-B1
%
500
500
500
500
500
500
500
500
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
DIRECTORS’ ICPS-B1 HOLDINGS
None of the Directors of the Company as at 10 May 2006 have any interest in ICPS-B1 in the Company.
99
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES B2 2005/2010 (“ICPS-B2”)
CLASS OF SHARES
:
Irredeemable Convertible Preference Shares - Series B2 2005/2010 (“ICPS-B2”) of RM0.10
each
VOTING RIGHTS
:
One vote per ICPS-B2 holders on a show of hands or one vote per ICPS-B2 on a poll in respect
of meeting of ICPS-B2 holders
DISTRIBUTION OF ICPS-B2 HOLDINGS
Holdings
No. of ICPS-B2
No. of ICPS-B2 Percentage (%)
less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued ICPS-B2
5% and above of issued ICPS-B2
95
1
1
0.00
97.94
1.03
0.00
0.00
1.03
47,500
2,500
36,409,703
0.00
0.13
0.01
0.00
0.00
99.86
TOTAL
97
100.00
36,459,703
100.00
No. of ICPS-B2
%
36,409,703
2,500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
99.86
0.01
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
THIRTY (30) LARGEST ICPS-B2 HOLDERS
No. Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
Loh Sai Eng
Shazlee bin Senin
Lee Sheng Chow
Chow Chooi Peng
Chan Shiao Ling
Ho Tat Heng
Abd Halim bin Sharif
Ahmad Nizam bin Zabran
Jane Mary A/P Samikannu
Tan Yoke Moi
Wan Nor Arshiha binti Wan Idris
Cheah Eu Jin
Ho Seow Leng
Siti Zabedah binti Md Noor
Raja Azlan Shah bin Raja Azwa
Ong Liang Heng
Ong Mei Shi
Chin Yen Choo
Rowena Chan Lian Wah
100
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
THIRTY (30) LARGEST ICPS-B2 HOLDERS (CONTD.)
No. Name
21.
22.
23.
24.
25.
26.
27.
28.
29.
30.
Yusni bt Abd Kahar
Chang Huey Yu
Siti Nor Sheridatul Nizam bt Mohd Said
Augustone Cheong Kwok Fai
Hazilah binti Abdul Karim
Azizah binti Alias
Rokiah binti Mat Ali
Rafidah binti Mustapha
Ang Lay Leng
Shazila binti Md Razali
No. of ICPS-B2
%
500
500
500
500
500
500
500
500
500
500
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
DIRECTORS’ ICPS-B2 HOLDINGS
None of the Directors of the Company as at 10 May 2006 have any interest in ICPS-B2 in the Company.
101
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES C 2005/2010 (“ICPS-C”)
CLASS OF SHARES
:
Irredeemable Convertible Preference Shares - Series C 2005/2010 (“ICPS-C”) of RM0.10 each
VOTING RIGHTS
:
One vote per ICPS-C holders on a show of hands or one vote per ICPS-C on a poll in respect of
meeting of ICPS-C holders
DISTRIBUTION OF ICPS-C HOLDINGS
Holdings
No of ICPS-C
No. of ICPS-C Percentage (%)
less than 100
100 to 1,000
1,001 to 10,000
10,001 to 100,000
100,001 to less than 5% of issued ICPS-C
5% and above of issued ICPS-C
91
1
2
2
94.80
1.04
2.08
2.08
45,500
4,500
714,864
21,707,710
0.20
0.02
3.18
96.60
TOTAL
96
100.00
22,472,574
100.00
No. of ICPS-C
%
13,077,930
58.20
8,629,780
435,257
279,607
4,500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
500
38.40
1.94
1.24
0.02
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
0.00
THIRTY (30) LARGEST ICPS-C HOLDERS
No. Name
1.
2.
3.
4.
5.
6.
7.
8.
9.
10.
11.
12.
13.
14.
15.
16.
17.
18.
19.
20.
21.
22.
23.
A.A. Assets Nominees (Tempatan) Sdn. Bhd.
(Mancon Berhad (In Liquidation))
Ranhill Bersekutu Sdn. Bhd.
Danpac Leasing (Malaysia) Berhad
Loh Sai Eng
Khoo Leng Kee @ Lai Soo Sun
Leong Wai Kung
Shazlee bin Senin
Norhalizah bte Mohd Razali
Lee Sheng Chow
Wong Gek Keong
Michael Ng Mun Seng
Lim Wei Seong
Keh Wai Leng
Limah binti Hassan
Lai Chee Wai
Tan Yoke Moi
Wan Nor Arshiha binti Wan Idris
Wong Poh ‘Ee
Siti Zabedah binti Md Noor
Lee Siew Leng
Raja Azlan Shah bin Raja Azwa
Lee Suet Ling
102
DFZ
Capital
Berhad
(104556-X)
as at 10 May 2006
THIRTY (30) LARGEST ICPS-C HOLDERS (CONTD.)
No. Name
24.
25.
26.
27.
28.
29.
30.
Ong Liang Heng
Ong Mei Shi
Kok Yoke Ling
Yusni bt Abd Kahar
Siti Nor Sheridatul Nizam bt Mohd Said
Rokiah binti Mat Ali
Rafidah binti Mustapha
No. of ICPS-C
%
500
500
500
500
500
500
500
0.00
0.00
0.00
0.00
0.00
0.00
0.00
DIRECTORS’ ICPS-C HOLDINGS
None of the Directors of the Company as at 10 May 2006 have any interest in ICPS-C in the Company.
103
DFZ
Capital
Berhad
(104556-X)
List of Properties
Owned by the Group
Location
1. SRIWANI TRADING SDN. BHD.
a. Lot No. 350, Seksyen 3,
Geran 11185,
Bandar Jelutong,
Daerah Timur Laut,
Pulau Pinang
b. Geran No. 13240 Lot 619,
Geran No. 10453 Lot 772 &
Geran No. 10454 Lot 773 all in
Seksyen 19 Bandar Georgetown,
Daerah Timor Laut,
Pulau Pinang
Description
Tenure
Approximate Usage
age of
building
(year)
Approximate
land area
(sq. meter)
Net Book
Value
@ 31.12.2005
RM
Single storey
terrace house
Freehold
39
Rented
out
149
112,093
Intermediate
four-storey
and five-storey
terraced
shopoffice
block
Freehold
25
Office
301
2,055,244
Freehold
11
Rented
out
29,234
6,041,285
Staff
quarters
297
138,898
2. SRIWANI DUTY FREE SUPPLIES SDN. BHD.
Lot 1071, Mukim 11,
Double storey
Seberang Perai Tengah,
private bonded
Pulau Pinang
warehouse
3. SYARIKAT SRIWANI (M) SDN. BHD.
Lot PT 482 HS(M) 19/1981,
Double storey
Mukim Sungai Laka,
shophouse
Daerah Kubang Pasu,
Kedah Darul Aman
4. CERGASJAYA SDN. BHD.
a. Lot 2224 HS(M) 1/1987,
PT 1443, Bukit Kayu Hitam,
Mukim Sungai Laka,
Daerah Kubang Pasu,
Kedah Darul Aman
Leasehold- 19
(99 yearsExpiring
2080)
A single storey
Leasehold- 18
warehouse
(30 yearsannexed to a
Expiring
double storey
2017)
shopping complex
and 30 units of single
storey lock-up shops
and ancillary building
Duty
20,234
Free
shopping
complex &
warehouse
6,377,691
b. Lot 127-142 & 169-174,
PT 1889-1904 & 1931-1936,
HS(M) 135/1989-150/1989
& 177/1989-182/1989,
Bandar Baru Laka Temin,
Mukim Sungai Laka,
Daerah Kubang Pasu,
Kedah Darul Aman
22 units single
storey terrace
house
Leasehold- 13
(99 yearsExpiring
2088)
Staff
quarters
3,216
697,997
c. Lot 911, 913 & 914,
Mukim Sungai Laka,
Daerah Kubang Pasu,
Kedah Darul Aman
Vacant Land
Freehold
Vacant
213,143
3,440,000
0
104
DFZ
Capital
Berhad
(104556-X)
List of Properties
Owned by the Group
Location
Description
Tenure
Approximate Usage
age of
building
(year)
Approximate
land area
(sq. meter)
Net Book
Value
@ 31.12.2005
RM
Vacant land
Freehold
0
Vacant
69,125
12,467,036
Freehold
0
Vacant
2,346
505,260
7. CERGASJAYA PROPERTIES SDN. BHD. *
Lot 2501, 2209 & 2502
Part of Golf
Bukit Kayu Hitam,
and Country
Mukim Sungai Laka,
Club
Daerah Kubang Pasu,
Kedah Darul Aman
Leasehold- 8
(60 yearsExpiring
2053 &
2057)
Rented
out and
partly
vacant
3,127,220
27,480,691
8. MELAKA DUTY FREE SDN. BHD.
Lot 44 Premises No. 142/1/2&3,
4 & 1/2 storey
Kompleks Munshi Abdullah,
shophouse
Jalan Munshi Abdullah,
75100 Melaka
Leasehold- 21
(99 yearsExpiring
2084)
Business 130
and office
premises
473,168
Duty Free 2,548
Complex
2,128,275
5. RADIANT RANCH SDN. BHD.
Lot 439, Geran 23052,
Mukim 17, Daerah Timur Laut,
Pulau Pinang
6. GOLD VALE DEVELOPMENT SDN. BHD.
Lot 475, Seksyen 1, Bandar Batu Vacant land
Ferringhi, Daerah Timur Laut,
Pulau Pinang
9. SRIWANI DUTY FREE CENTRE (LANGKAWI) SDN. BHD.
Lot 970, 971, 973 & 1556,
Shopping
Leasehold- 11
Mukim Kedawang,
complex
(30 yearsDaerah Langkawi,
Expiring
Kedah Darul Aman
2024)
* These are property held for disposal which form part of the Restructuring Plan of the Group and is pending approval from
the relevant authorities for the transfer of ownership. The sale shall only be completed upon the holding company, Naluri
Corporation Berhad (formerly known as Naluri Berhad), being registered as proprietors for the leases of these three (3) pieces
of land.
105
DFZ
Capital
Berhad
(104556-X)
Notice of Annual
General Meeting
AGENDA
NOTICE IS HEREBY GIVEN THAT the 22nd Annual
General Meeting of DFZ Capital Berhad (formerly known
as Sriwani Holdings Berhad) (“DFZ” or “the Company”)
will be held at Hotel Equatorial, No. 1, Jalan Bukit Jambul,
Bayan Lepas, 11900 Penang on Monday, 26 June 2006 at
11.30 a.m. for the following purposes:
AS ORDINARY BUSINESS:
1.
2.
To receive and adopt the Audited Financial Statements for the financial year ended 31 December 2005
together with the Directors’ and Auditors’ Reports thereon.
To re-elect the following Directors who are retiring in accordance with Article 102 of the Company’s
Articles of Association:
(a)
(b)
3.
4.
Resolution 1
Resolution 2
Resolution 3
To re-appoint Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah, who is retiring in accordance with
Section 129(6) of the Companies Act, 1965 to hold office until the conclusion of the next Annual General
Meeting of the Company.
Resolution 4
To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix
their remuneration.
Resolution 5
AS SPECIAL BUSINESS:
To consider and if thought fit, to pass the following resolutions, as ordinary resolutions, with or without
modifications:
5.
Proposed Authority to Allot and Issue Shares pursuant to Section 132D of the Companies Act,
1965 (“Proposed Authority for Issue of Shares”)
“THAT, subject always to the Companies Act, 1965 (“the Act”), the Articles of Association of the Company
and the approval of the relevant governmental/regulatory authorities, the Directors be and are hereby
authorised, pursuant to Section 132D of the Act to allot and issue shares in the Company at any time
until the conclusion of the next Annual General Meeting 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 to be issued does not exceed 10% of the issued and paid-up share capital of the
Company for the time being and that the Directors be and are also empowered to obtain the approval for
the listing of and quotation for the additional shares to be issued on the Bursa Malaysia Securities
Berhad.”
6.
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or
Trading Nature (“Proposed Shareholders’ Mandate”)
“THAT, subject to the Companies Act, 1965 (“the Act”), the Memorandum and Articles of Association
of the Company and the Listing Requirements of Bursa Malaysia Securities Berhad, approval be and
is hereby given to the Company and/or its subsidiaries (“DFZ Group”) to enter into and to give effect to
the Recurrent Related Party Transactions of a revenue or trading nature with Emas Kerajang Sdn.
Bhd. as stated in Section 2.4 of the Document to Shareholders dated 2 June 2006 which are necessary
for day-to-day operations of DFZ Group provided that the transactions are in the ordinary course of
business and are on terms not more favourable to the Related Parties than those generally available
to the public and are not detrimental to the minority shareholders of the Company.
Resolution 6
106
DFZ
Capital
Berhad
(104556-X)
Notice of Annual
General Meeting (contd.)
THAT such approval shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company, at which time it will
lapse unless the authority is renewed by a resolution passed at the general meeting; or
(b) the expiration of the period within which the next AGM of the Company is required to be held
pursuant to Section 143(1) of the Act (but shall not extend to such extension as may be allowed
pursuant to Section 143(2) of the Act); or
(c) revoked or varied by resolution passed by the shareholders in a general meeting,
whichever is earlier;
AND THAT the Directors of the Company be and are hereby authorised to complete and do all such acts
and things (including executing all such documents as may be required) as they may consider expedient
or necessary to give full effect to the transactions contemplated and/or authorised by this resolution.”
7.
Proposed Renewal of Share Buy-Back Authorisation of DFZ to purchase its own ordinary shares of
up to 10% of the issued and paid-up ordinary share capital of the Company (“Proposed Renewal of
Share Buy-Back Authorisation”)
“THAT, subject to the Companies Act, 1965 (“the Act”), rules, regulations and orders made pursuant to
the Act, the provisions of the Company’s Memorandum and Articles of Association and the requirements
of Bursa Malaysia Securities Berhad (“Bursa Securities”) and any other relevant authority, the Directors
of the Company be and are hereby authorised to make purchases of ordinary shares comprised in
the Company’s issued and paid-up ordinary share capital, such purchases to be made through the
Bursa Securities subject further to the following:
(i)
the aggregate number of ordinary shares of RM1.00 each in DFZ (“DFZ Shares”) which may be
purchased or held by the Company shall not exceed 10% of the issued and paid up ordinary share
capital for the time being of the Company, subject to a restriction that the issued and paid-up
ordinary share capital of DFZ does not fall below the minimum share capital requirements of the
Listing Requirements of Bursa Securities (“Listing Requirements”) applicable to a company listed
on the Main Board of Bursa Securities and that the listed issuer continues to maintain a shareholding
spread that is in compliance with the requirements of the Listing Requirements after the share
purchase;
(ii) the maximum fund to be allocated by the Company for the purpose of purchasing the DFZ Shares
under the Proposed Renewal of Share Buy-Back Authorisation shall not exceed the share premium
account of the Company for the time being. Based on the audited financial statements of the
Company for the financial year ended 31 December 2005, the audited share premium account
of DFZ stood at RM100.632 million. However, DFZ must maintain sufficient share premium reserve
of up to RM85.853 million at all times to allow the conversion of outstanding irredeemable convertible
preference shares (“ICPS”)-B1, ICPS-B2 and ICPS-C into DFZ Shares throughout the tenure of
each of the securities;
Resolution 7
107
DFZ
Capital
Berhad
(104556-X)
Notice of Annual
(iii) the authority hereby given shall commence immediately upon passing of this ordinary resolution
and shall continue to be in force until:
(a) the conclusion of the next Annual General Meeting (“AGM”) of the Company following the
forthcoming AGM, at which time the authority will lapse unless renewed by ordinary resolution,
either unconditionally or conditionally; or
(b) the expiration of the period within which the next AGM after the date is required by law to be
held; or
(c) revoked or varied by ordinary resolution passed by the shareholders in a general meeting,
whichever occurs first, but not so as to prejudice the completion of purchase(s) by the
Company of the DFZ Shares before the aforesaid expiry date and, made in any event, in
accordance with the provisions of the guidelines issued by the Bursa Securities and any
prevailing laws, rules, regulations, orders, guidelines and requirements issued by any relevant
authorities; and
(iv) upon completion of the purchase(s) of the DFZ Shares by the Company, the Directors of the
Company be and are hereby authorised to cancel the DFZ Shares so purchased or to retain the
DFZ Shares so purchased as treasury shares, of which may be distributed as dividends to
shareholders, and/or resold on the Bursa Securities, and/or subsequently cancelled or to retain
part of the DFZ Shares so purchased as treasury shares and cancel the remainder and in any
other manner as prescribed by the Act, rules, regulations and orders made pursuant to the Act and
the requirements of the Bursa Securities and any other relevant authority for the time being in
force;
AND THAT the Directors of the Company be and are hereby authorised to take all such steps as are
necessary or expedient to implement, finalise, complete or to effect the Proposed Renewal of Share
Buy-Back Authorisation with full powers to assent to any conditions, modifications, resolutions,
variations and/or amendments (if any) as may be imposed by the relevant authorities and to do all such
acts and things as the said Directors may deem fit and expedient in the best interest of the Company
to give effect to and to complete the purchase of the DFZ Shares.”
By Order of the Board of Directors of
DFZ Capital Berhad (formerly known as Sriwani Holdings Berhad)
THUM SOOK FUN (MAICSA 7025619)
Company Secretary
Penang
2 June 2006
Resolution 8
108
DFZ
Capital
Berhad
(104556-X)
Notice of Annual
(A) NOTES:
1.
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one (1) or more proxies 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) (a), (b) and (c) of the Companies
Act, 1965 shall not apply to the Company.
2.
Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depository) 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.
3.
Where a member appoints two (2) or more proxies, the appointments shall be invalid unless he or she specifies the
proportion of his or her holdings to be represented by each proxy.
4.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised
in writing or, if the appointor is a corporation, either under the corporation’s seal or under the hand of an officer or
attorney duly authorised.
5.
The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or
a notarially certified or office copy of such power or authority, shall be deposited at the Company’s registered
office at 418, Chulia Street, 10200 Penang, not less than 48 hours before the time appointed for holding the meeting
or any adjournment thereof.
(B) EXPLANATORY NOTES TO SPECIAL BUSINESS:
Resolution 6 – Proposed Authority for Issue of Shares
The proposed resolution, if passed, will empower the Directors to allot and issue shares up to 10% of the issued and
paid-up share capital of the Company for the time being for such purposes as the Directors may consider to be in the
best interest of the Company. This authority, unless revoked or varied by the Company in a general meeting, will expire
at the conclusion of the next Annual General Meeting of the Company, or the expiration within which the next Annual
General Meeting is required by law to be held, whichever is earlier.
Resolution 7 – Proposed Shareholders’ Mandate
The proposed resolution, if passed, will allow the Company and/or its subsidiaries to enter into Recurrent Related Party
Transactions pursuant to paragraph 10.09 of the Listing Requirements of Bursa Securities.
Resolution 8 – Proposed Renewal of Share Buy-Back Authorisation
The proposed resolution, if passed, will empower the Directors to buy-back and/or hold up to a maximum of 10% of the
Company’s issued and paid-up share capital at any point of time, by utilising the funds allocated which shall not exceed
the share premium of the Company. This authority, unless revoked or varied by the Company in a general meeting, will
expire at the conclusion of the next Annual General Meeting of the Company, or the expiration of period within which the
next Annual General Meeting is required by law to be held, whichever is earlier.
Further information on the Proposed Shareholders’ Mandate and Proposed Renewal of Share Buy-Back Authorisation is
set out in the Document to Shareholder dated 2 June 2006, which is despatched together with the Company’s 2005
Annual Report.
(C) STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING:
1.
Directors standing for re-election/re-appointment
(a) Retiring in accordance with Article 102 of the Company’s Articles of Association of the Company:
(i)
(ii)
Details of Tan Sri Dato’ Seri Megat Junid bin Megat Ayob and Mohamed Suhaimi bin Sulaiman are set out on
page 5 and page 7 respectively of the Company’s 2005 Annual Report.
(b) Re-appointment in accordance with Section 129(6) of the Companies Act, 1965:
(i)
Details of Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah is set out on page 7 of the Company’s
2005 Annual Report.
2.
Details of attendance of Directors at Board Meetings
Six (6) Board Meetings were held during the financial year ended 31 December 2005. The details of attendance of
the Directors are set out on page 18 of the Company’s 2005 Annual Report.
FORM OF PROXY
*I/We _____________________________________________________ NRIC No./Company No. _________________________________
(block letters)
of _____________________________________________________________________________________________________________
(full address)
being a member of DFZ CAPITAL BERHAD (formerly known as Sriwani Holdings Berhad) (“DFZ” or “the Company”) (Company No. 104556-X)
hereby appoint __________________________________________________________________________________________________
of ____________________________________________________________________________________________________________
or failing him/her _________________________________________________________________________________________________
of _____________________________________________________________________________________________________________
or failing him/her, *the Chairman of the Meeting as *my/our proxy to vote for *me/us on *my/our behalf at the 22nd Annual General Meeting of
the Company to be held at Hotel Equatorial, No. 1, Jalan Bukit Jambul, Bayan Lepas, 11900 Penang on Monday, 26 June 2006 at 11.30 a.m.
or any adjournment thereof.
Please indicate your vote by a (X) in the respective box of each resolution. If no specific direction as to voting is given, the proxy will vote or
abstain from voting on the resolutions at his/her discretion.
AS ORDINARY BUSINESS:
AS ORDINARY BUSINESS
RESOLUTION 1 To receive and adopt the Audited Financial Statements for the financial year ended
RESOLUTION 1
receive and
adopt
the Audited
Financial
Statements
for the
year ended
31
31ToDecember
2005
together
with the
Directors’
and Auditors’
Reports
thereon.
December 2005 together with the Directors’ and Auditors’ Reports thereon.
RESOLUTION 2 To re-elect Tan Sri Dato’ Seri Megat Junid bin Megat Ayob as Director of the
Company.
RESOLUTION 2
To re-elect Tan Sri Dato’ Seri Megat Junid bin Megat Ayob as Director of the
Company.
RESOLUTION 3 To re-elect Mohamed Suhaimi bin Sulaiman as Director of the Company.
RESOLUTION 3
To Re-elect Mohamed Suhaimi bin Sulaiman as Director of the Company.
RESOLUTION 4 To re-appoint Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah as Director of
RESOLUTION 4
ToCompany
re-appointpursuant
Y. Bhg. Dato’
Paduka
Syed
bin SyedAct,
Kassim
the
to Section
129(6)
ofMansor
the Companies
1965.Barakbah as
Director of the Company pursuant to Section 129 (6) of the Companies Act, 1965.
RESOLUTION 5 To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise
RESOLUTION 5
ToDirectors
re-appoint
& Young as Auditors of the Company and to authorise
the
to Messrs
fix their Ernst
remuneration.
the Directors to fix their remuneration.
AS SPECIAL BUSINESS:
AS SPECIAL BUSINESS
RESOLUTION 6 To approve the Proposed Authority for Issue of Shares.
RESOLUTION 6
To approve the Proposed Authority for Issue of Shares.
RESOLUTION 77 ToTo
approve
the
Proposed
Shareholders’
Mandate.
RESOLUTION
approve
the
Proposed
Renewal of Shareholders’
Mandate.
RESOLUTION 88
RESOLUTION
FOR
FOR
AGAINST
AGAINST
ToTo
approve
the
Proposed
Renewal
ofof
Share
Buy-Back
Authorisation.
approve
the
Proposed
Renewal
Share
Buy-Back
Authorisation.
*Strike out whichever not applicable
Dated this ______________ day of ________________________ , 2006.
____________________________________________
Signature of Shareholder(s)
COMMON
SEAL
No. of Shares Held
NOTES:
1.
A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one (1) or more proxies to attend and vote in his stead. A proxy may but need not be a member of the Company
and a member ma�
Act, 1965 shall not apply to the Company.
2.
Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central Depository) 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.
3.
Where a member appoints two (2) or more proxies, th�.
4.
The instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing or, if the appointor is a corporation, either under the corporation’s seal or
under the hand of an officer or attorney duly authorised.
5.
The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially certified or office copy of such power or authority, shall be deposited at the
Company’s registered office at 418, C�
6.
Any alteration in this form must be initialed.
Then fold here
Stamp
The Company Secretary
DFZ CAPITAL BERHAD (Company No. 104556-X)
418, Chulia Street
10200 Penang
Malaysia
1st fold here

Notes to the Financial Statements (contd.)

Transcription

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