annual report - Amanah Raya Berhad
Transcription
annual report - Amanah Raya Berhad
Public TRustee annual report 2006 rationale True to its tradition, the Songket commands value and stature in Malaysian society. It is the symbol of beauty, decorum and formality. The process involved in the weaving of Songket demands perseverance, discipline and commitment. Much like the business of the AmanahRaya Group of Companies which requires an intricate weave of interpersonal relationships and professional stewardship of capital and assets. True to the spirit of the Songket which combines a foundation and network of value, AmanahRaya also aspires to create lasting products of lasting value for our customers and shareholders. Each piece of Songket is exclusively designed with intricate geometric patterns. This is synonymous with the AmanahRaya approach to designing products for its valuable customers, as it believes that each individual’s needs are exclusive and highly personal. Thus, it is only fitting that the Songket was chosen to grace the cover for the AmanahRaya Annual Report 2006. kain songket content 2 vision & mission statement 4 notice of the twelfth annual general meeting 6–7 8 – 11 milestones board of directors 12 – 15 chairman’s statement 16 – 22 managing director’s review 23 corporate structure 24 group financial highlights 25 AmanahRaya Group - three year highlights 26 – 27 management team 28 – 30 audit committee report 31 – 36 statement of corporate governance 37 – 91 financial statements 92 – 93 AmanahRaya’s branch network vision & mission statement vision To be an institution of excellence in providing professional services in trust administration and legacy management, whilst meeting customers’ satisfaction with a sense of social responsibility. mission statement To ensure efficiency in providing trustee and legacy services. To ensure the highest quality of services to our customers. To provide a cordial working environment for efficient, knowledgeable, motivated and competent employees to discharge their responsibilities professionally. To develop new products and services to cater to the needs of our customers. To strive towards strengthening AmanahRaya’s capabilities and enhancing its image so as to maintain its position as the market leader in the trust administration and legacy management services. p.2 Amanah Raya Berhad 2006 annual report corporate information board of directors Y.Bhg. Dato' Haji Dusuki Ahmad Chairman Independent Non-Executive Chairman Y.Bhg. Dato’ Ahmad Rodzi Pawanteh Managing Director Tuan Haji Ab Gani Haron Non-Independent Non-Executive Director Y.Bhg. Datin Aminah Pit Abd Raman Independent Non-Executive Director Y.Bhg. Datuk Mohd Hashim Hassan Independent Non-Executive Director Encik Shamsuddin Haji Tahir Independent Non-Executive Director Puan Azailiza Mohd Ahad (Appointed w.e.f 30.6.2006) Puan Sharifah Adlina Syed Abdullah (Appointed w.e.f 1.8.2006) Y.Bhg. Dato’ Abdullah Sani Ab Hamid (Appointed w.e.f 8.2.2007) Non-Independent Non-Executive Director Non-Independent Non-Executive Director Non-Independent Non-Executive Director REGISTERED OFFICE Amanah Raya Berhad Tingkat 15, Wisma AmanahRaya No. 2, Jalan Ampang 50450 Kuala Lumpur, Malaysia Telephone No : 603-2055 7388 Fax No : 603-2078 8187 Website : www.arb.com.my PRINCIPAL BANKER Malayan Banking Berhad Ground Floor, Wisma PKNS Jalan Raja Laut 50350 Kuala Lumpur Amanah Raya Berhad 2006 annual report p.3 notice of the twelfth (12th) annual general meeting notice of the twelfth (12th) annual general meeting NOTICE IS HEREBY GIVEN that the Twelfth Annual General Meeting of AMANAH RAYA BERHAD will be held at the Boardroom, 15th Floor, Wisma AmanahRaya, No 2, Jalan Ampang, 50450 Kuala Lumpur on Friday, 29 June 2007 at 10.00 a.m or any adjournment thereof to transact the following business : To receive and adopt the Statutory Financial Statements of the Company and the Group for the financial year ended 31 December 2006 together with the Reports of the Directors and Auditors thereon. (Resolution 1) To approve the declaration of a final tax exempt dividend of 20% for the financial year ended 31 December 2006. (Resolution 2) To approve the payment of Directors' fees and remuneration for the financial year ended 31 December 2006. (Resolution 3) To re-appoint Messrs. PricewaterhouseCoopers as Auditors of the Company until the conclusion of the next Annual General Meeting and to authorise the Board of Directors to fix their remuneration. (Resolution 4) To transact any other ordinary business of which due notice shall have been given in accordance with the Companies Act, 1965. BY ORDER OF THE BOARD ZAINUL ABIDIN HAJI AHMAD LS8854 Company Secretary Date: 8 June 2007 Note: 1. A member of the Company entitled to attend and vote at this Meeting is entitled to appoint a proxy to attend and vote in his stead. 2. A proxy may but need not be a member of the Company, an advocate, an approved Company auditor or a person approved by the Registrar of Company. 3. The instrument appointing a proxy shall be in writing under the hand of the appointer or his/her attorney duly authorised in writing or, if the appointer is a corporation, either under its common seal or under the hand of an officer or attorney duly authorised. 4. The instrument appointing a proxy must be deposited at the registered office of the Company not less than 48 hours before the time appointed for holding the Meeting. p.4 Amanah Raya Berhad 2006 annual report about songket Songket is a handwoven textile using a traditional loom called 'keh'. The use of gold threads to make up beautiful motifs and patterns involves the process of 'menyungkit', a Malay word in which the warp threads are lifted to insert the gold colored thread to make up the motifs. The weaving is painstaking for it involves an intricate and complicated process of simultaneously interlacing vertically stretched parallel gold threads at right angles with horizontally stretched parallel silk threads. milestones amanah raya berhad - MILESTONES FOR 2006 21 February March December p.6 Maiden visit by YB Dato' Seri Mohamed Nazri Abdul Aziz, Minister in the Prime Minister's Department to AmanahRaya Headquarters. Launching of a nationwide promotion of Amanah Raya Wills Writing. 31 March Signing of Memorandum of Understanding between Amanah Raya Berhad and 3 local universities; Universiti Teknologi Mara (UiTM), Universiti Malaya (UM) & Universiti Utara Malaysia (UUM) held at Amanah Raya Berhad's headquarters and witnessed by YB Datuk Mustapa Mohamed, Higher Education Minister. 1 - 4 April Participated in Kemubu Agricultural Development Authority (KADA) Agrotek Carnival in conjunction with RTM's 60th Anniversary held in Kota Bharu, Kelantan. 23 April Launching of Amanah Raya 85th Anniversary Logo and Advertisement on STAR Light Rail Transit System's coaches at Bukit Jalil Stadium by YB Dato' Seri Mohamed Nazri Abdul Aziz. 24 April Launching of Amanah Raya Integrity Plan (ARIP) held at the Institute of Integrity Malaysia. 17 May Signing of a Sale and Leaseback Agreement between Amanah Raya Berhad and Silver Bird Group Berhad for Silver Bird Complex in Shah Alam. 30 May Launching of 10,000 Amanah Raya Wills Campaign by Wassiyyah-Shoppe, a corporate agent of Amanah Raya Berhad. 8 June "Signing of Sale and Leaseback Agreement between Amanah Raya Berhad and Tamadam Berhad on Tamadam Bonded Warehouse. 15 June Launching of Amanah Raya Corporate Batik and "Tepak Sireh" Icon by YB Datuk Seri Utama Dr Rais Yatim at Amanah Raya Berhad's Headquarters. 19 June Signing ceremony for Strategic Alliance Agreement between Bank Muamalat Malaysia Berhad (BMMB) and Amanah Raya Berhad on the appointment of Bank Muamalat Malaysia Berhad as the corporate agent for Amanah Raya's will-writing services. 28 June Signing of Memorandum of Understanding between AmanahRaya Development Sdn Bhd with Johawaki Development Sdn Bhd to jointly develop over 30 acres of land in Kepong into mixed housing project. Amanah Raya Berhad 2006 annual report milestones amanah raya berhad - MILESTONES FOR 2006 3 August Signing ceremony on the partnership between Hong Leong Islamic Bank Berhad (HLIB) and Amanah Raya Berhad on the inclusion of ARB's Islamic will-writing business services in HLIB's wealth management solutions. 5 August Signing of Sale and Leaseback Agreement for Selayang Mall Complex, Selangor between Amanah Raya Berhad and Seal Incorporated Bhd. 8 August Launching of Hong Leong Bank Berhad (HLBB) Investsafe, an investment product jointly developed by Amanah Raya Berhad and Hong Leong Bank. 18 August Launching of Wisma AmanahRaya and the "Perwarisan AmanahRaya" Book by His Majesty Yang Dipertuan Agong Tuanku Syed Sirajuddin Tuanku Syed Putra Jamalullail held at KL Hilton. 5, 12 & 26 August Kick start of Amanah Raya "Hari Bersama Pelanggan" Promotion. 8 September Signing of Service Level Agreement between Automobile Association of Malaysia (AAM) and Amanah Raya Berhad. 21 September Launching of AmanahRaya Unit Trust Management Sdn Bhd (ARUTM)'s unit trust funds, AmanahRaya Unit Trust Fund (ARUTF) and AmanahRaya Syariah Trust Fund (ARSTF) by YB Dato' Seri Mohamed Nazri Abdul Aziz, Minister in the Prime Minister's Department. 29 September Collaboration Agreement with Pos Malaysia Berhad to provide a new marketing and distribution channel for Amanah Raya Unit Trust Fund (ARUTF) and AmanahRaya Syariah Unit Trust Fund (ARSTF) via Pos Malaysia's network of post offices. 12 October Announcement on the rating by Standard & Poor's Rating Services of BBB- for AmanahRaya Real Estate Investment Trust (AmanahRaya REIT). 15 December Signing of the Underwriting Agreement for AmanahRaya REITs between retail underwriters and Amanah Raya - JMF Asset Management. 15 December Signing of Memorandum of Understanding between Amanah Raya Berhad with Macquarie Group and Faisal Private Bank (Switzerland) to forge greater cooperation and partnership in the area of corporate advisory and offshore Islamic Banking. Amanah Raya Berhad 2006 annual report p.7 board of directors board of directors Pn. Azailiza Mohd Ahad Tuan Haji Ab Gani bin Haron Dato’ Haji Dusuki bin Ahmad Dato’ Ahmad Rodzi Pawanteh p.8 Amanah Raya Berhad 2006 annual report board of directors Dato’ Abdullah Sani bin Ab Hamid Datuk Mohd Hashim bin Hassan Datin Aminah binti Pit Abd Raman Encik Shamsuddin bin Haji Tahir Pn. Sharifah Adlina Syed Abdullah Amanah Raya Berhad 2006 annual report p.9 board of directors board of directors Dato’ Haji Dusuki bin Ahmad was appointed as Chairman on 29 December 2003 and is a Member of the Syariah Advisory Council. He is also Chairman of the Syariah Advisory Council of AmanahRaya Unit Trust Management Sdn Bhd (formerly known as Amanah Raya Asset Management Sdn Bhd) (“ARUT”). He holds a Masters of Arts in Syariah from Al-Azhar University of Cairo, Egypt. He was the Director of Yayasan Dakwah Islamiah Malaysia (YADIM) from June 1975 to May 1982 and Member of the Advisory Council for Religious Education Affairs to the Minister of Education from October 1974 to 1978. He was also the Parliamentary Secretary of the Regional and Land Development Ministry from July 1984 to August 1986 and Parliamentary Secretary of the Ministry of Information from August 1986 to November 1990. From June 2000 to October 2003, he was the Political Secretary to the Prime Minister. Dato’ Ahmad Rodzi Pawanteh was appointed as Managing Director and Chief Executive Officer effective from 1 July 2004. He is the Chairman of the Quotation and Executive Committees and Member of the Investment, Tender and Law Review Committees. He sits on the Board of all Subsidiaries of Amanah Raya Berhad. He holds an MBA (General Management) from Southern Cross University, Australia, and MBA (Banking & Finance) from University of Hull, United Kingdom. He graduated from the University of Malaya with a Bachelor of Economics (Honours)-Accounting and also from the University of Wolverhampton, United Kingdom with a Bachelor of Laws (Honours). He is a member of the Chartered Institute of Marketing, United Kingdom and a Registered Financial Planner. Tuan Haji Ab Gani Haron was appointed as a Non-Independent Non-Executive Director with effect from 17 January 2002, representing ARB’s main shareholder i.e. The Minister of Finance (Incorporated). He sits on the Board of Amanah Raya (Labuan) Limited (ARL), AmanahRaya Investment Bank Limited, Amanah Raya Capital Sdn Bhd (ARC) and also the Chairman of Audit Committee and Tender Committee. He graduated from University of Malaya with a Degree in Economics with Honours. His first appointment in the Government service was as an Accountant at the Unclaimed Moneys Department in 1977. He has worked in various government departments such as Accountant General, Sabah State Treasury and he is currently the Deputy Accountant General (Operation), Malaysia. Datin Aminah Pit Abd Raman was appointed to the Board as an Independent Non-Executive Director on 1 August 2002. She is the Chairperson of the Investment Committee and a Member of the Personnel & Integrity Committee, Audit Committee and Syariah Advisory Council. She is also the Chairperson for ARL. She has amassed diverse experience in entrepreneurship as well as in corporate and government sectors, making her a valuable resource for ARB. Prior to that, she was attached to Hong Leong Bank Berhad from 1995 to March 2002 as General Manager, Economics and Islamic Banking Division. Apart from advising senior management on regional and global issues, she worked extensively in corporate banking and finance. She began her career as Administrative and Diplomatic Officer in 1972 and served the government for 23 years. In the government sector, she served as Director of the Planning and Development Division for the Ministry of Domestic Trade and Consumer Affairs in 1991, where she was directly involved in corporate planning at the ministerial level. She also served as the Deputy Director of Administration at the University Hospital Kuala Lumpur in 1986. Prior to 1986, she also served the Ministry of Finance, Ministry of Trade and Industry and the Economic Planning Unit, Prime Minister’s Department. She graduated with a Bachelor of Economics with Honours from Monash University, Melbourne, Australia in 1971, and completed her Post-graduate Diploma in Business Studies from the London School of Economics, London, United Kingdom in 1985. Encik Shamsuddin bin Haji Tahir was appointed as an Independent Non-Executive Director since 13 July 2004. He sits as Board Member in AmanahRaya Development Sdn Bhd (formerly known as ARB Hartanah Sdn Bhd) and ARC. He is also a Member of Investment and Personnel & Integrity Committees. He is an ardent politician and has held various duties in UMNO including as the UMNO Youth Deputy Head for the district of Pendang from 1993 until 1995. He is the Chairman of various organisations including Majlis Belia Daerah Pendang. Presently, he serves as Pendang’s UMNO Deputy Chief and Director of Bina Darulaman Quarry Sdn Bhd. p.10 Amanah Raya Berhad 2006 annual report board of directors board of directors Datuk Mohd Hashim bin Hassan was appointed to the Board as an Independent Non-Executive Director since 28 April 2005 and has held various key positions throughout a career spanning almost 33 years in the government, semi-government and private sectors. Currently, he is the Chairman for AmanahRaya Development Sdn Bhd (formerly known as ARB Hartanah Sdn Bhd) and also a Board Member of AmanahRaya Asset Management (Labuan) Ltd. He was the Chief Executive Officer of Kedah State Development Corporation from 1993 until 1996, Managing Director of Kulim Technology Park Corporation from 1994 until 1996, Executive Chairman of Bina Darulaman Berhad from 1994 until 1997 and Director/Chief Executive Officer of Putrajaya Holdings Sdn Bhd from 1996 until 2002, Chairman of Putrajaya Holdings Sdn Bhd from 2003 to 2005, Chaiman of Padi Beras Nasional Berhad from 2004 to 2006 and Deputy Chairman of KUB Malaysia Berhad. He obtained his MBA from Ohio University United States of America, as well as an M. SC (Food Science) from Michigan State University, United States of America and a B. Agri. Sci. from University Malaya. He is presently the Director of Bank Kerjasama Rakyat (M) Berhad, Lebar Daun Berhad and member of the KWSP Investment Panel. Puan Sharifah Adlina Syed Abdullah was appointed to the Board as a Non Independent Non-Executive Director on 1 August 2006. She graduated with a Bachelor in Business Administration (Banking) with second class upper Honours from the Northern University of Malaysia in 1997 and a Master of Science in International Economics, Banking and Finance from University of Wales, Cardiff, United Kingdom in 2005. She began her career with the United Overseas Bank (Malaysia) Bhd in 1997 as a Credit and Marketing Officer, managing a portfolio of middle market corporate loans before leaving the bank as Account Relationship Manager in March 2000. Since April 2000, she joined the government service as an Administrative and Diplomatic Officer posted to the Ministry of Finance and has served in various capacities within the Ministry. She currently serves as the Principal Assistant Secretary in Investment, MOF (Inc.) and Privatisation Division. She is also a member of the Investment and Audit Committee of the Company. Puan Azailiza Mohd Ahad was appointed to the Board as a Non Independent Non-Executive Director on 30 June 2006. She graduated from the University of Malaya, Kuala Lumpur and has 21 years of judicial, legal and advisory experience in Government sector. She began her career in the Legal and Judicial Service as a Magistrate at the Magistrate Court in 1985. Her working experience includes serving as the Senior Federal Counsel at the Economic Planning Unit of the Prime Minister’s Department, Kuala Lumpur before moving to the Advisory and International Law Division of the Attorney General’s Chambers, Putrajaya in 2001. She is currently the Head of International Affairs Division, Attorney General’s Chambers, Putrajaya. Dato’ Abdullah Sani bin Ab Hamid holds a Master of Public Administration from The America University, United States of America as well as a B. Sc. (Pol.Sc.) from University Sains Malaysia, Pulau Pinang. He started his career as an Assistant District Officer, Port Dickson in year 1975. In 1980 until 1984 he held a position as Assistant Secretary of ‘Kerajaan Negeri Sembilan’, in 1984 to 1985 as a Senior Assistant Director of ‘Pejabat Ketua Pengarah Tanah dan Galian Persekutuan’, and in 1987 to 1992 as a Principal Assistant Secretary of Negeri Sembilan (Protocol). He was a Deputy Chairman of ‘Majlis Perbandaran Seremban’ in 1992 until 1996 and then became a Director of Yayasan Negeri Sembilan from 1997 to 2002. He was attached to ’Pejabat Setiausaha Kerajaan Negeri Sembilan’ as the State Financial Officer, Negeri Sembilan in year 2002 to April 2005 and then held a position as the State Secretary, Negeri Sembilan in April 2005 to 27 December 2006. He is presently the Director General of the Legal Affairs Division in the Prime Minister’s Department. Amanah Raya Berhad 2006 annual report p.11 chairman’s statement p.12 Amanah Raya Berhad 2006 annual report Y. Bhg. Dato’ Haji Dusuki bin Ahmad Chairman Dear Shareholders, On behalf of the Board of Di r e c t o r s a n d o u r d e d i c a t e d m a n a g e m e n t t e a m , it is my pleasure to prese n t t h e A n n u a l R e po r t a n d t h e A u di t e d Fi n a n c i a l St at ements of Amanah Ra y a B e r h a d a n d i t s s u bs i d i a r i e s ( “ A m a n a h R a y a Group”) for the financial y e a r e n d e d 3 1 s t D e c e m be r 2 0 0 6 . Amanah Raya Berhad 2006 annual report p.13 chairman’s statement chairman’s statement EXCELLENT PERFORMANCE I am delighted to report that AmanahRaya Group has generated another excellent performance for the second consecutive year. The Group reported a 77% increase in total revenue to RM109.87 million, from RM62.17 million in 2005. The strong revenue growth was translated to a 116% rise in its profit before tax to RM41.18 million, compared to RM 19.02 million in 2005. DIVERSIFYING BUSINESS OPERATION The Group’s business diversification strategy in 2006 has witnessed its operation spreading beyond its traditional activities of estate administration, trust operation and wills services, to include asset management, personal financing, offshore operations and property management. Notwithstanding, the activities of trust operation, estate administration and wills services at ARB continued to garner stronger footing. The trust business at ARB has grown exceptionally well with the size of its trust fund, the Common Fund, expanding 54% to reach RM 5.28 billion as at the end of 2006. ARB has made further inroads in corporate trusteeship with the Net Asset Value (NAV) of all the trust funds under its trusteeship growing to RM 77.56 billion as compared to RM 65.59 billion in 2005. In addition, the trust operation and estate administration was further boosted with the opening of ARB Service Centre to enhance customer services and to provide a one-stop centre for all ARB products and services. ARB has also positioned itself as front-runner in the provision of wills services with the strategy of collaborating with strategic partners to raise awareness and increase the number of wills registered at ARB. The Group’s financial services activities have progressed strongly during the year. As the fund manager of the Common Fund, Amanah Raya-JMF Asset Management Sdn Bhd has aggressively acquired investment opportunities and managed to launch AmanahRaya-Real Estate Investment Trust (ARREITs) during the year. Amanah Raya Capital Sdn Bhd has also enlarged its range of financial products to include two Islamic credit option schemes, namely, Bay Al Inah and Bay Ad Dayn. The Group has successfully launched its first two unit trust funds, AmanahRaya Unit Trust Fund and AmanahRaya Syariah Trust Fund through AmanahRaya Unit Trust Management Sdn Bhd. The Group’s offshore operation was boosted by the strong performance of our trustee subsidiary, Amanah Raya Labuan Ltd., and the granting of licenses to operate AmanahRaya Investment Bank Ltd and AmanahRaya Asset Management Ltd in Labuan. The Group’s involvement in the property sector via ARB Hartanah Sdn Bhd has also expanded with the acquisition of mandates for project management and property development. DIVIDEND The Board is recommending a final dividend of 20% for the financial year ended 31 December 2006, subject to the members’ approval at the forthcoming Annual General Meeting. PROSPECTS AmanahRaya Group is confident of a better year in 2007 for the Malaysian economy and the financial services sector in general. In view of the anticipated improved outlook, the Group has devised business strategies to acquire opportunities to sustain its performance growth. An internal restructuring of its business operation was recently undertaken to ensure its activities p.14 Amanah Raya Berhad 2006 annual report chairman’s statement chairman’s statement are more focused and ready to endure future competitive environment. The restructuring entailed the clustering of subsidiaries concentrating on the provision of legacy services, trusteeship services, property development and capital market products and services. AmanahRaya Legacy Services Sdn Bhd will commence operation in 2007 with the objective of providing comprehensive legacy management services comprising wills writing, custodianship and execution. As the trustee for major trust funds in the country, ARB’s presence in the corporate trusteeship sector has long been renowned and this position is to be enhanced with the setting-up of a dedicated trustee arm, AmanahRaya Trustees Bhd in 2007. The granting of licenses to operate an investment bank and asset management company out of Labuan is opening further opportunities for the Group to expand its range of financial services and entrench ARB’s involvement in the capital market. AmanahRaya Group recognizes the importance of continuously improving its customer services. Further to the establishment of ARB Service Centre, a Care Unit was established to cater for estate and trust beneficiaries with special needs. The Group has also incorporated an Integrity Unit in line with the National Integrity Plan (NIP) launched by the Government and the comprehensive plans as stipulated in the Amanah Raya Integrity Plan (ARIP). I am also proud to inform that ARB has successfully received the renewal of its ISO 9001:2000 certification for its business processes. Our asset management company, AmanahRaya – JMF Asset Management Sdn Bhd (“AR-JMF”) was also accredited with ISO 9001:2000 and the United Kingdom Accreditation Service (“UKAS”) certification in July 2006. OUR GRATITUDE I would like to record my gratitude and appreciation to the Board of Directors, the management and staff of the AmanahRaya Group who have contributed to the strong performance of the Group. I take pride in their display of high commitment and professionalism to achieve our mission and vision. My fellow members of the Board have always been supportive and continuously providing invaluable insights to steer our Group towards achieving its objectives. I would like to record my appreciation to the out-going members of the Board, Datuk Mohamed Bazain Hj Idris, Dato’ Mahadi bin Hj Ibrahim and Hj Ahmad Kamal Abdullah Al-Yafii, and welcome Dato Abdullah Sani bin Ab Hamid, Puan Azailiza Mohd Ahad and Puan Sharifah Adlina Syed Abdullah as the new members of the Board of Directors of ARB. I would also like to take this opportunity to extend my appreciation to the members of the Board of Directors of all the subsidiaries of Amanah Raya Berhad. I would also like to extend my gratitude to the Prime Minister’s Department, being our Ministry-in-charge, our shareholders, Minister of Finance (Incorporated) and Federal Lands Commissioner, our customers, business partners, financial institutions and regulatory bodies for their unwavering support and we look forward to their continuous support in the coming years. Dato’ Haji Dusuki bin Ahmad Chairman Amanah Raya Berhad 2006 annual report p.15 Y. Bhg. Dato’ Ahmad Rodzi Pawanteh Managing Director Dear Shareholders, I am proud to deliberate on the exceptional performance of AmanahRaya Group in 2006, which has posted a hefty 116% rise in pre-tax profits to RM41.18 million compared to RM19.02 million in t h e p r e v i o u s y e a r. p.16 Amanah Raya Berhad 2006 annual report annual report managing director’s statement performance highlights in 2006 PERFORMANCE REVIEW During operations of the year, AmanahRaya Group has managed to display strong overall performance in estate and trust administration, legacy services, asset management, consumer financing, financial services and property management. The Group’s business diversification and expansion strategy has contributed positively to the outstanding performance. Our asset management arm, AmanahRaya-JMF Asset Management Sdn Bhd has contributed significantly to the Group’s earnings with pre-tax profits of RM4.76 million in 2006. AmanahRaya-JMF is continuously seeking new investment avenues and generating innovative products and services to cater to the demanding market. Towards this objective, it has undertaken various efforts including the conception of the AmanahRaya Real Estate Investment Trust (ARREITs), Islamic Financial Option and various collective investment schemes. The Group has seen favorable returns from its involvement in the offshore capital market with its subsidiary, AmanahRaya Labuan Ltd securing a number of trusteeship mandates and reported pre-tax profits of RM4.70 million. We are also pleased with the performance of our consumer financing subsidiary, AmanahRaya Capital Sdn Bhd, which registered its first full-year profits of RM3.82 million. In a move towards becoming a more established financing house, AmanahRaya Capital has undertaken efforts to enhance its operational efficiencies to ensure superior processing and delivery standards. AmanahRaya’s foray in the property sector has also displayed encouraging results with its subsidiary, AmanahRaya Development Sdn Bhd (formerly known as ARB Hartanah Sdn Bhd), reporting stronger profits of RM3.68 million arising from building management fees and the securing of new mandates for property development ventures. The strong performance of the AmanahRaya Group has generated a respectable set of key performance indicators with huge improvements on its earnings per share (EPS), net tangible assets (NTA), and Return on Shareholders’ Fund. (RM million) 2004 2005 2006 Total Revenue 37.96 62.17 109.87 Pre-tax Profits 3.09 19.02 41.18 6% 29% 39% Earnings per Share (RM) 0.23 2.17 7.00 Net Tangible Asset per share (RM) 8.46 10.11 16.86 Return On Shareholders’ Funds Amanah Raya Berhad 2006 annual report p.17 managing director’s statement performance highlights in 2006 BUSINESS OPERATIONS REVIEW During the year, the Groups’ corporate strategy has been one of incorporating both operational performance enhancement measures as well as initiatives that create new business prospects. The Group is continuously seeking opportunities that enhance shareholder value and towards becoming a stronger and more resilient financial services group. TRUST AND ESTATE ADMINISTRATION ARB took pride in establishing the ARB Service Centre, a one-stop centre to enhance customer service excellence philosophy. Our goal is to provide easy access for our customers to reach our specialized services. The centre is located right in the heart of the city at No 2, Jalan Ampang, well within walking distance from the city’s light rail system. The centre is fully equipped with capable staff and a powerful Information System that translates to faster service, access to critical customer information and efficient implementation. A dedicated Private Trust Unit was also created during the year to provide personalized services on Trust and Estate Administration matters for high-nett worth clients and also for clients that require integrated services for trust and legacy services. As at 31st December, 2006, there were 51,734 active trust accounts valued at RM5.25 billion under the administration of ARB. In addition, there were 21,773 active estate administration cases as at the end of 2006. The Trust and Estate Administration operation received a further boost of confidence when ARB received a renewal of it Quality Management System (ISO 9001:2000) accreditation in May 2006. In a move to enhance delivery in the provision of legacy services, a Probate Management Department was established to undertake the functions of wills writing, registration, custodianship and execution. The year 2006 alone saw ARB aggressively marketing its wills services via house promotions and marketing alliances with strategic partners, which brought a huge rise in the number of wills registered at ARB. As at the end of 2006, ARB has managed to register a cumulative total wills of 15,015 cases compared to only 5,136 wills at the beginning of the year. CORPORATE TRUSTEESHIP During the year, the Group managed to expand further its corporate trusteeship business with the number of trust funds under ARB’s trusteeship increasing to 96 funds compared to 76 funds in 2005. The net asset value (NAV) of total funds under ARB’s trusteeship amounted to more than RM72 billion, representing 67% market share of total trust funds in the country. The Group has aggressively participated in the bond market and managed to secure trusteeship for 30 bonds valued at more than RM27 billion, compared to 16 bonds (valued at RM21.52 billion) in 2005. CAPITAL MARKETS AND FINANCIAL SERVICES The year 2006 marked a landmark year for the Group in terms of progressing in the capital markets and financial services sector. As at 31st December 2006, the Common Fund (Kumpulan Wang Bersama) of ARB grew substantially from RM3.43 billion in 2005 to RM5.28 billion in 2006. This fund, which is managed by AmanahRaya – JMF, is the main trust fund of ARB. The intrinsic value of the Common Fund was further enhanced after the capital appreciation of its property investments in the AmanahRaya REITs in February 2006. p.18 Amanah Raya Berhad 2006 annual report managing director’s statement performance highlights in 2006 The capital market division contributed strongly to the Group’s earnings during the year. AmanahRaya-JMF had its full-year of operation under the AmanahRaya umbrella and contributed substantially to the Group’s profitability. During the year, AmanahRaya-JMF teamed up with third party financial advisors to launch AmanahRaya REITs, the first real estate investment trust launched by a Government-owned company. There is a need for ARB as a new entrant to propel itself towards becoming a significant capital market player by continuously introducing competitive and innovative products and services. As such, AmanahRaya-JMF and Hong Leong Bank Bhd is also collaborating on the first Islamic Financial Portfolio Obligations (IFPO), due for launch in 2007. Another feather in the cap for the Group’s involvement in the financial services industry was the incorporation of the AmanahRaya Unit Trust Management Sdn Bhd. The company launched its first two unit trust funds with a total approved fund size of RM1.0 billion in September 2006. In the financial market place, these unit trusts have the competitive edge of having the majority of its investments in financial instruments with guaranteed capital and consistent returns. AmanahRaya Capital, which commenced its full operation during the year by offering Islamic consumer financing, saw its total asset portfolio grow substantially to RM 66.38 million at the end of 2006. The subsidiary registered pre-tax profits of RM3.82 million in 2006 and is extending its financial products to ARB’s existing trust clients and estate beneficiaries. Our property subsidiary, AmanahRaya Development Sdn Bhd, reported favorable results with pre-tax profits of RM3.68 million. The company continued making inroads in project management and managed to secure contracts for joint-venture development projects with established property companies. Amanah Raya Labuan Ltd reported a turnaround performance in 2006 with pre-tax profit of RM4.70 million. The company generated its revenue from trustee fees of the Common Fund’s foreign investment and a growing number of private companies with offshore investment. Amanah Raya Nominees Sdn Bhd managed to increase its pre-tax profits from RM0.87 million to RM1.29 million in 2006 despite competition from foreign bank-backed trustee companies. Towards the end of 2006, AmanahRaya’s foray in the capital market was further boosted when it received the approval from LOFSA to undertake investment banking and asset management operations in Labuan. The offshore operation is being undertaken by new subsidiaries, namely, AmanahRaya Investment Bank Ltd and AmanahRaya Asset Management Ltd. Its maiden activities have received an encouraging start when the Group secured initial mandates on offshore investment from Morgan Stanley and Faisal Private Bank of Switzerland. BUSINESS DEVELOPMENT ACTIVITIES Market development activities during the year focused on sustaining an awareness program of ARB’s products and services. This program included focused promotional activities on wills services and wider media coverage of the Group’s capital market activities. The Year 2006 signified ARB’s commitment to increase mass awareness on the importance of will writing. Aggressive programs and promotional activities were organized in key market sectors, with competitive pricing strategies and also strategic alliances with established service providers such as Hong Leong Islamic Bank Bhd, Bank Muamalat Malaysia Bhd and Wasiyyah – Shoppe Sdn Amanah Raya Berhad 2006 annual report p.19 managing director’s statement performance highlights in 2006 Bhd. As a measure of our commitment toward the development of the wills and estate administration sector, we initiated and took the lead towards the formation of the Malaysian Legacy Management Association, PERWARIS which was established in March 2006 to serve as a reference body for all practitioners in Malaysia. Throughout 2006, the AmanahRaya Group celebrated it’s 85th anniversary as the Public Trustee of Malaysia with various events and programs. The Group launched AmanahRaya’s Corporate Batik and Tepak Sireh icon in June. The Corporate Batik was adopted as the corporate attire for the AmanahRaya Group to clearly define and signify our corporate identity as a true blue Malaysian entity with a strong sense of our heritage. The Tepak Sireh was chosen as an icon for AmanahRaya to symbolize the continuity of a proud tradition which has evolved into a legacy. To commemorate the evolution and inception of Amanah Raya Berhad from it’s role as the Public Trustee, a special corporate logo of an abstract hibiscus, the national flower of Malaysia was created. The Group marked the Anniversary Celebration with a grand dinner and the publication of the AmanahRaya Souvenir Book in August 2006. The event was graced and officiated by His Majesty Seri Paduka Baginda Yang DiPertuan Agong, Tuanku Syed Sirajuddin ibni Al-Marhum Tuanku Syed Putra Jamalullai. The occasion also commemorated the official relocation of ARB’s headquarters from Jalan Damansara, Kuala Lumpur to Wisma AmanahRaya, Jalan Ampang. ORGANIZATIONAL DEVELOPMENT As a Government-owned company, it is one of ARB’s objectives to elevate its corporate social responsibility to a higher level. During the year, the Group has allocated more than RM1.0 million for various charity programs which included distribution of school bags to underprivileged children, donations to flood victims and contributions to social and charity events. As a caring corporate entity, the Group has also established a dedicated Care Unit in September 2006 to ensure the welfare and social development of its minor beneficiaries and physically-challenged clients are well-taken care. Quality Management is another aspect of the Group’s focus for the coming years. Sharing the holding company’s vision, Amanah Raya-JMF was also awarded quality certification from both SIRIM and UKAS during the year. It is anticipated that all the subsidiaries of the Group will be accredited with ISO certification to ensure its work processes are of superior standards. In line with the Government’s call for corporations to adopt the National Integrity Plan (NIP), AmanahRaya Group has initiated a positive move to instill the NIP into the work place by being the first private entity to introduce a comprehensive integrity plan namely AmanahRaya Integrity Plan (“ARIP”), which was officially launched in April 2006. An Integrity Unit was specifically set up to create awareness and outline appropriate code of business ethics and practices to be observed by the Group. HUMAN CAPITAL As the AmanahRaya Group is widening its current business operations and expanding into new business territories, there is the need for the Group to continuously build its human capital to ensure the resources are more resilient and competitive. During the year, the Group implemented a new and competitive remuneration scheme to all ARB employees. The Group has seen its staff strength grow by 29% to 546 staff from only 423 staff in 2005. The Group has also p.20 Amanah Raya Berhad 2006 annual report managing director’s statement performance highlights in 2006 raised expenditure on staff training, which encompasses in-house and external seminars, courses and conferences, executive education and attachments with established industry players. In support of the Government’s initiatives to reduce unemployment, the Group has taken its corporate social responsibility to a higher level by providing job training and attachments to local graduates. To reinforce AmanahRaya’s commitment into building knowledgeable future leaders, the Group has also signed a Memorandum of Understanding with 3 local universities to offer Internship Programs for their graduates. The welfare of the staff has always been one of the priorities of the AmanahRaya Group. During the year, the staff enjoyed their Family Day in Pulau Langkawi, whilst the Sports Club also organized various activities among the staff and sports competition with participation from other companies and Government Departments. Towards the end of 2006, Koperasi Amanah Raya Berhad was incorporated to provide opportunities for staff members to participate in potentially good business ventures. PROSPECTS On behalf of the management team and the staff of ARB, we wish to inform our shareholders that the prospects for the Group are very promising in the near to medium term. The commitment shown thus far will be further intensified and focused towards strengthening our existing businesses and monitoring new activities to ensure continuous good returns. We will still continue to exercise prudence and care in our stewardship of the capital and assets entrusted to us. In order to sustain the momentum of growth and to transform ARB into a resilient financial services group, the company has taken the initial steps of restructuring its business operations. ARB, the company will be the holding company engaged in the core activities of Trust and Estate Administration whilst providing strategic support services to all the subsidiaries within their areas of expertise. The subsidiaries of ARB are strategic business units, which are grouped under four major divisions as described below. Capital Markets And Financial Services – provision of products and services related to capital market such as asset management, investment banking, unit trust operation, retail financing Trustee Services – provision of corporate trusteeship services, custodial, nominee services for local and offshore market Legacy Services – provision of comprehensive legacy services including wills writing, registration, custodial and execution Property Services – focusing on property management, project management and property development The Capital Markets And Financial Services is expected to be at the forefront of all activities in 2007 with the listing of AmanahRaya REITs in February 2007. The Division is spearheading the AmanahRaya Group into building the foundation to enhance its position as a capital market player by introducing innovative investment instruments and collective investment schemes. The Group is also expected to launch new products and services for offshore markets in relation to Amanah Raya Berhad 2006 annual report p.21 managing director’s statement performance highlights in 2006 treasury, corporate finance and advisory, investment banking and asset management when our investment bank commences its operations in 2007. The business of corporate trusteeship is expected to expand further in positioning ARB as a full-fledged investment services provider. The year 2007 will see the concentration of all the activities of corporate trusteeship and nominee services for local and offshore markets under a dedicated subsidiary, AmanahRaya Trustees Bhd. The focus of the new subsidiary is to ensure smoother delivery and efficient data management. The company is also expected to work closely with established global market players to gain from the transfer of technology and expertise in the global environment. In sustaining ARB’s position as the premier trustee company, the year 2007 will carry the ‘Trust Year’ theme whereby the company will launch new trust products namely Amanah Premier Trust Deposits and Amanah Savings Trust. These products are additional trust accounts with different features than the existing ARB Trust Account to cater to the different needs of the market. ARB’s commitment towards the organized development of wills is to be further boosted when the Malaysian Wills Registry (‘DaftarWasiat Malaysia’) is to be launched in June 2007, in a move to register all wills in the country. The Group’s commitment to the objectives of its Quality Management System (ISO 9001: 2000) is expected to see subsequent enhancements on its operational and financial processes. The move would also incorporate process technology enhancements for its operations with the expected commissioning of ARB’s Trust and Estate Information Management System (TIMS) in 2007. The Group is also upgrading and expanding its process technology for an integrated accounting, trustee services and legacy management. In line with the corporate objective of inculcating the culture of customers service excellence, the year will also see the Group embarking on extensive customer service initiatives and improvement programs. The Group’s drive for knowledge enhancement of its human capital will see a substantial budget allocated for training and development programs. The investment in human capital enhancement program will include intensive training and skill-enhancement exposures via courses, seminars and attachment programs, continuing education programs and the formulation of an expertise program in Trust and Estate Administration with a local educational institution. We are looking forward to an enriching and successful year in 2007 for the AmanahRaya Group and I am confident that the Group is well-positioned to achieve its objectives. I take this opportunity to thank the Government of Malaysia and the Malaysian public, including the private sector, for their continuous support to the AmanahRaya Group. Lastly, on behalf of the management and staff, I would like to thank the Board of Directors for the guidance and advice that they have provided thus far. Dato’ Ahmad Rodzi Pawanteh Managing Director p.22 Amanah Raya Berhad 2006 annual report corporate structure CAPITAL MARKETS TRUST MANAGEMENT AMANAHRAYA CAPITAL GROUP SDN BHD AMANAHRAYA TRUSTEES BERHAD AMANAHRAYA-JMF ASSET MANAGEMENT SDN BHD AMANAHRAYA UNIT TRUST MANAGEMENT SDN BHD AMANAH RAYA CAPITAL SDN BHD AMANAH RAYA NOMINEES (TEMPATAN) SDN BHD AMANAH RAYA NOMINEES (ASING) SDN BHD AMANAH RAYA (LABUAN) LIMITED AMANAHRAYA PRIVATE EQUITIES SDN BHD AMANAHRAYA INVESTMENT BANK LTD AMANAHRAYA ASSET MANAGEMENT (LABUAN) LTD AMANAHRAYA CORPORATE ADVISORY SDN BHD AMANAHRAYA INVESTMENT ADVISORY SDN BHD PROPERTY MANAGEMENT AMANAHRAYA HARTANAH SDN BHD AMANAHRAYA PROPERTIES SDN BHD LEGACY MANAGEMENT AMANAHRAYA PROJECT MANAGEMENT SDN BHD AMANAHRAYA DEVELOPMENT SDN BHD AMANAHRAYA LEGACY SERVICES SDN BHD Amanah Raya Berhad 2006 annual report p.23 group financial highlights group financial highlights 20 06 20 05 .9 109 .7 699 20 06 20 05 .7 216 3.1 28.7 0 9 0 0 1 0 0 0 0 8 0 7 0 6 03 0 5 0 4 1.9 0 0 3 2 Revenue 0 1 0 0 n 0 ill io 1 n 20 0 0 0 M 0 io 19.0 38.0 6 0 0 M 0 19.5 2 ill 5 03 3 M R 0 M 23.3 4 20 R 20 04 7 20 04 41.2 62.2 Profit Before Tax Earnings per Share (EPS) Revenue and Profit Before Tax 4 6 16.8 20 06 20 05 4 io n Net Tangible Assets p.24 Amanah Raya Berhad 2006 annual report M 03 ill io 7 1,41 4 ill M 6 1 M 20 R 6 1,91 2 1 8.33 03 04 8 20 20 6 1 M 3,67 05 8 8.46 1 20 7 10.0 2 1 R 06 20 04 5,52 20 n Trust Fund Under Administration group financial highlights AmanahRaya Group - 3 year highlights .9 109 7 68. 20 06 2 41. 2 Revenue 62. 20 05 Expenses 2 43. PBT 0 19. 0 0 0 9 0 0 0 6 0 3 0 io 2 0 1 n 0 ill 0 4 M 3.1 5 M 7 R 8 04 1 0 38. 9 34. 20 Amanah Raya Berhad 2006 annual report p.25 senior management team senior management team 1. Datuk Mohamed Azahari Kamil Managing Director, AmanahRaya-JMF Asset Management Sdn Bhd 2. Abu Kassim Mohamed Chief Integrity Officer Amanah Raya Berhad 3. Rafie Omar Director/CEO, AmanahRaya Legacy Services Sdn. Bhd. 4. Hjh. Habsah Bakar Director/CEO, AmanahRaya Trustees Berhad 5. Alina Hashim Chief Operating Officer Amanah Raya Berhad 1 2 4 p.26 Amanah Raya Berhad 2006 annual report 3 5 senior management team senior management team 1. Abdul Malik Abbas Chief Operating Officer, AmanahRaya Hartanah Sdn. Bhd. 2. Sharizad Jumaat Executive Director, AmanahRaya-JMF Asset Management Sdn Bhd 3. Tai Siong Choi Executive Director, AmanahRaya-JMF Asset Management Sdn Bhd 4. Roslan Harun Managing Director/CEO, AmanahRaya Unit Trust Management Sdn. Bhd. 5. Ir. Ahmad Fohad bin Hussein 1 Chief Operating Officer, AmanahRaya Development Sdn Bhd. 2 3 4 5 Amanah Raya Berhad 2006 annual report p.27 audit comittee report audit committee report MEMBERS Tuan Haji Ab Gani Haron Datin Aminah Pit Abd Raman Puan Sharifah Adlina Syed Abdullah (Appointed w.e.f. 1.8.2006) Dato’ Mahadi Mohd Ibrahim (Resigned on 27.12.2006) Haji Ahmad Kamal Abdullah AI-Yafii (Resigned on 1.8.2006) TERMS OF REFERENCE OF AUDIT AND REVIEW COMMITTEE Composition The Audit and Review Committee comprises five (5) members. Two (2) Independent Non-Executive Directors and three (3) Non-Independent Non-Executive Directors of the Board. Objectives The Audit and Review Committee is established in accordance with the Treasury Circular Letter No. 9 Year 1993 - Guidelines on the Setting up of Audit and Review Committees for Government Companies for the purpose of:- Maintaining the interest of the Government as the shareholder through control and monitoring of the Management of the Company. To assist the Board of Directors to monitor the principles and accounting systems, internal controls, financial reporting and business ethics. To determine the financial sources of the Company are administered and managed efficiently and effectively in accordance with corporate and social objectives. To undertake the role as the review and balance mechanism (checks and balances) of the management of the Company. To ensure compliance with the statutory requirements as required under the Companies Act 1965. To oversee all functions of the Internal Audit Department. p.28 Amanah Raya Berhad 2006 annual report audit committee report audit committee report Meeting The quorum for the Committee shall comprise two (2) members. The Committee shall meet at least once within a period of three (3) months or a period determined by the Committee Chairman. Functions The Audit and Review Committee is primarily responsible to the Board of Directors. Their terms of reference are as follow:To endorse the appointment and promotion of the Audit Manager and Internal Auditors for the approval of the Board of Directors. To provide support in ensuring the independence of internal audit activities so that they run smoothly. To carry out audit inspections or special reviews of achievements when needed. To review the previous year's activities and achievements of the internal audit and to formulate plans for next year. To study and monitor corporate planning for review and internal control especially in the area of management. To review and supervise an effective accounting system by exercising controls in related areas so that early warning systems about the Company's weaknesses can be put in place. To identify flaws in the management system which require improvement. To ensure that breach of policies and system management procedures are identified quickly and dealt with immediately. To review direct expenditures such as annual operation expenditures as well as direct expenses in order to ascertain that those costs are justifiable and related to the functions of the organisations. To determine the proper measures for identifying and protecting assets. To study and discuss the plan for the annual external audit before it is carried out each year. Amanah Raya Berhad 2006 annual report p.29 audit comittee report audit committee report To observe the opinion of external auditors and ensure that matters arising are given due attention and that proper action is taken by the management of the Company. To review the performance of the external auditor and to propose to the Board of Directors on the re-appointment and annual fee of the firm. To review and examine the Parent Company's audited as well as unaudited annual financial statements, including that of the Subsidiaries and Associate Companies, before their submission to the Board of Directors for approval. MEETINGS The Audit Committee had a total of two (2) Meetings during the financial year ended 31 December 2006 and the attendance of the Committee Members were as follows:Members Attendance Tuan Haji Ab Gani Haron 2/2 Datin Aminah Pit Abd Raman 2/2 Tuan Haji Ahmad Kamal Abdullah AI-Yafii 2/2 Dato’ Mahadi Mohd Ibrahim 2/2 Puan Sharifah Adlina Syed Abdullah (Appointed w.e.f. 1.8.2006) N/A ACTIVITIES The Audit Committee had carried out the following main activities during the financial year ended 31 December 2006:Discussed and reviewed the audit plan for the financial year ended 31 December 2006. Discussed and reviewed the year end financial statements prior to the presentation to the Board of Directors for approval. Discussed and reviewed the Final Internal Control for the financial year ended 31 December 2006. p.30 Amanah Raya Berhad 2006 annual report statement of corporate governance statement of corporate governance The Board of Directors is committed to ensuring that the highest standards of corporate governance are practiced throughout the Group as a fundamental part of discharging its responsibilities to protect and enhance shareholders’ value and the financial performance of the Group and the Company. Based on the Principles of the Malaysian Code on Corporate Governance (“the Code”) and with the practice of openness and corporate accountability, the Board is pleased to present its report on the extent of compliance with the Best Practices as recommended under Part 2 of the Code in this statement. THE BOARD OF DIRECTORS The Board currently consists of eight (8) members, comprising seven (7) Non-Executive Directors (including the Chairman) and one (1) Executive Director. The Directors bring a wide range of legal, business and financial experience relevant to the direction of an expanding trust company. Biographical for each of the Directors are set out on pages 10 to 11 of this Report. The Board meets at least once every two (2) months with the additional Meetings convened as and when necessary. All Board members have access to comprehensive information on the Company's operations, marketing strategies, performance and financial status at the Board Meetings and on a regular or ad-hoc basis. During the financial year ended 31 December 2006, five (5) Board Meetings were held and the attendance of the Board Members were as follows:- Members Dato' Haji Dusuki Ahmad Appointed Non Independent Independent Attendance 29/12/2003 - Yes 5/5 Dato’ Ahmad Rodzi Pawanteh 1/7/2004 Yes - 5/5 Tuan Haji Ab Gani Haron 17/1/2002 Yes - 5/5 Datin Aminah Pit Abd Raman 1/8/2002 - Yes 5/5 Encik Shamsuddin bin Haji Tahir 13/7/2004 - Yes 5/5 Datuk Mohd Hashim Hassan 28/4/2005 - Yes 5/5 Puan Azailiza Mohd Ahad 30/6/2006 Yes - - Puan Sharifah Adlina Syed Abdullah 1/8/2006 Yes - 3/3 Amanah Raya Berhad 2006 annual report p.31 statement of corporate governance statement of corporate governance Members Appointed Non Independent Independent Attendance Datuk Mohamed Bazain Haji Idris (Resigned on 30 June 2006) 24/1/1996 Yes - 2/2 Haji Ahmad Kamal Abdullah AI-Yafii (Resigned on 1 August 2006) 1/8/2002 - Yes 2/2 Dato’ Mahadi Mohd Ibrahim (Resigned on 27 December 2006) 18/7/2005 Yes - 5/5 There is a clear division of responsibilities and powers between the Chairman and the Managing Director to ensure that the necessary checks and balances are in place as well as to provide a degree of certainty in the exercise of their respective authorities. The Chairman holds a Non-Executive position and is primarily responsible for the orderly conduct and working of the Board while the Managing Director is responsible for the day-to-day running of the business and implementation of Board policies and decisions with the support of the management team. The presence of Independent Non-Executive Directors provides an effective Board with a mix of industry specific knowledge and broad business and commercial experience. Directors are equally accountable and responsible and the role of these Independent Non-Executive Directors is particularly important in ensuring that the strategies proposed by the management are fully discussed and examined, compliant with the Companies Act 1965 and Public Trust Corporation Act 1995 and/or any other regulations and also to take account of the long term interests, not only of the shareholders, but also of employees, customers, and public at large in which the Company conducts business. The Board may seek advice from independent experts whenever necessary at the Company’s expense. Pursuant to the Company’s Article of Association, unless otherwise agreed by the general meeting, the number of Directors of the Company shall be not less than two (2) or more than nine (9). To assist the Board in discharging their duties in reviewing the operations and performance of the Company efficiently, the Board has delegated some of its responsibilities to the following Committees:- p.32 Amanah Raya Berhad 2006 annual report statement of corporate governance statement of corporate governance Audit Committee The Audit Committee reviews the effectiveness of the internal control system of the Company. The Chairman of the Committee is Haji Ab Gani Haron. The Composition and Terms and Reference are stated on pages 28 to 30. Two (2) Meetings were held during the financial year ended 31 December 2006. Personnel & Integrity Committee The Personnel & Integrity Committee comprises of one (1) Independent Non-Executive Directors and two (2) Non-Independent Non-Executive Directors of the Board. The Chairman of the Committee is Dato’ Mahadi Mohd Ibrahim. Three (3) Meetings were held during the financial year ended 31 December 2006. Investment Committee The Investment Committee is responsible for reviewing and monitoring the progress report for Corporate and Kumpulan Wang Bersama investments and also new investment proposals. The Committee comprises two (2) Independent Non-Executive Directors, two (2) NonIndependent Directors of the Board and two (2) Independent persons. The Chairperson of the Committee is Datin Aminah Pit Abd Raman. Eleven (11) Meetings were held during the financial year ended 31 December 2006. Tender Committee The Tender Committee is responsible for the procurement for works/service/supply amounting to RM400,000/- and above. The Committee comprises one (1) Non-Independent Non-Executive Directors and one (1) Executive Director of the Board and two (2) Members of the Management. The Chairman of the Committee is Haji Ab Gani Haron. The Committee did not meet during the financial year ended 31 December 2006. Amanah Raya Berhad 2006 annual report p.33 statement of corporate governance statement of corporate governance Law Review Committee The Law Review Committee is set up to study the existing law that relates to the Company, which the Management may find if necessary to amend for the benefits of Company. The Committee comprises one (1) Executive Director of the Board and three (3) Members of the Management. Syariah Advisory Council The Syariah Advisory Council comprises of two (2) Independent Non-Executive Director of the Board and three (3) Independent persons. The Chairman of the Council is Dato’ Seri Haji Harussani Haji Zakaria. Two (2) Meetings were held during the financial year ended 31 December 2006. Executive Committee The Executive Committee is set up to facilitate and co-ordinate activities between the ARB and its subsidiaries. The Committee comprises one (1) Executive Director of the Board and three (3) Members of the Management. The Chairman of the Committee is Dato’ Ahmad Rodzi Pawanteh. The Committee did not meet during the financial year ended 31 December 2006. Quotation Committee The Quotation Committee’s term of references amongst others are responsible for procurement for works/ service/supply costing between RM50,000/- to below RM200,000/- but for amounts below RM50,000/- they have to follow the latest Treasury Circular. Sale by tender of assets under administration of ARB pursuant to order of court/land office notwithstanding the amount of sale is also under its jurisdiction. The Committee comprises one (1) Executive Director of the Board and four (4) Members of the Management. The Chairman of the Committee is Dato’ Ahmad Rodzi Pawanteh. There was no Meeting held during the financial year ended 31 December 2006. p.34 Amanah Raya Berhad 2006 annual report statement of corporate governance statement of corporate governance SUPPLY OF INFORMATION Prior to each Board Meeting, all Directors receive an agenda and a full set of Board Papers for each agenda item to be discussed. These are issued well in advance to enable the Directors to obtain further explanations, where necessary, in order to be briefed properly before the Meeting. The Board is kept updated on the Company's financial performance and activities. All Directors have access to the advice and services of the Company Secretary who are responsible in advising the Board on the procedures for the Meeting and the implementation of governance procedures. APPOINTMENTS TO THE BOARD The Minister of Finance (Inc) nominated all appointments to the Board. RE-ELECTION No Directors are subject to retirement and re-election by rotation in the Annual General Meeting. DIRECTORS' REMUNERATION The details of the remuneration of Directors for the financial year ended 31 December 2006 are as follows:Directors’remuneration 2006 (RM) Fees 333,250 Other emoluments 693,670 Total 1,026,920 FINANCIAL REPORTING The Directors ensured that the financial year end statement is prepared in accordance with the applicable approved standards as well as Companies Act 1965. Amanah Raya Berhad 2006 annual report p.35 statement of corporate governance statement of corporate governance INTERNAL CONTROL The Directors acknowledge their responsibilities for the Company’s system of internal control and the need to review them regularly. RELATIONSHIP WITH THE AUDITORS The Directors have established formal and transparent relationship with its Auditors for maintaining an appropriate relationship with the Company’s Auditors. The Audit Committee meets with the external auditors without the presence of management at least once a year to discuss the year end financial statements prior to the presentation to the Board of Directors for approval. p.36 Amanah Raya Berhad 2006 annual report financial statements 38 - 41 directors’ report 42 statement by directors 42 statement declaration 43 - 44 report of the auditors 45 income statements 46 - 47 balance sheets 48 - 49 statement of changes in equity 50 - 51 cash flow statements 52 - 91 notes to the financial statements Kain songket Wo v e n by local women in the coastal states of Te r e n g g a n u a n d Ke l a n t a n , a p i e c e of songket 'sampin' m a y t a k e u p t o 3 m o n t h s t o c o m p lete depending on the complexity of the design. Songket 'sampin' is h i s t o r i c a l l y u s e d d u r i n g f o r m a l c e r emonies and worn a r o u n d t h e w a i s t b y S u l t a n s a n d h i s minist ers as part of t h e i r fo r m a l a t t i r e s . financial statements directors’ report The Directors have pleasure in submitting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 December 2006. PRINCIPAL ACTIVITIES The principal activities of the Company consist of administrating estates of deceased persons, acting as trustee for minors, public and unit trust schemes, and the management of trust funds. The principal activities of the subsidiaries are set out in Note 13 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. FINANCIAL RESULT Net profit after tax - Equity holders of the Company - Minority interest Group RM Company RM 41,983,534 983,195 36,181,717 - 42,966,729 36,181,717 DIVIDENDS The amount of dividends paid or declared by the Company since 1 January 2006 were as follows: In respect of the financial year ended 31 December 2005 as shown in the Directors’ report for that year: Final gross tax exempt dividend of 10.00 sen per share on ordinary shares, paid on 28 December 2006 RM 600,000 The Directors recommend a final tax exempt dividend of 20 sen per share amounting to RM1,200,000 in respect of the financial year ended 31 December 2006, subject to the approval of members at the forthcoming Annual General Meeting of the Company. p.38 Amanah Raya Berhad 2006 annual report financial statements directors’ report (continued) RESERVES AND PROVISIONS All material transfers to or from reserves and provisions during the financial year are shown in the financial statements. DIRECTORS The Directors who have held office since the date of the last report are: Dato’ Haji Dusuki bin Haji Ahmad Dato’ Ahmad Rodzi bin Pawanteh Shamsuddin bin Haji Tahir Haji Ab. Gani bin Haron Datin Aminah binti Pit Abd Raman Datuk Mohd Hashim bin Hassan Puan Azailiza binti Mohd Ahad Puan Sharifah Adlina binti Syed Abdullah Dato’ Abdullah Sani bin Ab Hamid Datuk Mohamed Bazain bin Haji Idris Haji Ahmad Kamal bin Abdullah Al-Yafii Dato’ Mahadi bin Mohd Ibrahim (appointed on 30.6.2006) (appointed on 1.8.2006) (appointed on 8.2.2007) (resigned on 30.6.2006) (resigned on 1.8.2006) (resigned on 27.12.2006) DIRECTORS' BENEFITS During and at the end of the financial year ended 31 December 2006, no arrangements subsisted to which the Company is a party, with the object or objects of enabling Directors of the Company to acquire benefits by means of acquisition of shares in, or debentures of the Company or any other body corporate. Since the end of previous financial year, no Director has received or become entitled to receive a benefit (other than benefits disclosed as Directors' emoluments in Note 7 to the financial statements) by reason of a contract made by the Company or a related corporation with the Director or with a firm of which he is a member, or with a company in which he has a substantial financial interest. DIRECTORS' INTERESTS IN SHARES According to the register of Directors' shareholdings, none of the Directors have direct or indirect interest in the Company and its related corporations at the end of the financial year. HOLDING CORPORATION The Directors regard the Minister of Finance (Incorporated) as the holding corporation. Amanah Raya Berhad 2006 annual report p.39 financial statements directors’ report (continued) STATUTORY INFORMATION ON THE FINANCIAL STATEMENTS Before the income statements and balance sheets were made out, the Directors took reasonable steps: (a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and (b) to ensure that any current assets, other than debts, which were unlikely to realise in the ordinary course of business their values as shown in the accounting records of the Group and Company have been written down to an amount which they might be expected so to realise. At the date of this report, the Directors are not aware of any circumstances: (a) which would render the amounts written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and Company inadequate to any substantial extent; or (b) which would render the values attributed to current assets in the financial statements of the Group and Company misleading; or (c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and Company misleading or inappropriate. 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, in the opinion of the Directors, will or may substantially affect the ability of the Group and Company to meet its obligations when they fall due. At the date of this report, there does not exist: (a) any charge on the assets of the Group and Company which has arisen since the end of the financial year which secures the liability of any other person; or (b) any contingent liability of the Group and Company which has arisen since the end of the financial year. p.40 Amanah Raya Berhad 2006 annual report financial statements directors’ report (continued) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this report or the financial statements which would render any amount stated in the financial statements misleading. In the opinion of the Directors: (a) the results of the operations of the Group and Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and (b) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and Company for the financial year in which this report is made. AUDITORS The auditors, PricewaterhouseCoopers, have expressed their willingness to continue in office. Signed on behalf of the Board of Directors in accordance with their resolution dated 28 March 2007. DATO’ HAJI DUSUKI BIN HAJI AHMAD CHAIRMAN HAJI AB. GANI BIN HARON DIRECTOR Amanah Raya Berhad 2006 annual report p.41 financial statements statement by directors PURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965 We, Dato’ Haji Dusuki bin Haji Ahmad and Haji Ab. Gani bin Haron, two of the Directors of Amanah Raya Berhad, state that, in the opinion of the Directors, the financial statements set out on pages 45 to 91, are drawn up so as to give a true and fair view of the state of affairs of the Group and Company as at 31 December 2006 and of the results and cash flows of the Group and Company for the financial year ended on that date in accordance with MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities and provisions of the Companies Act 1965. Signed on behalf of the Board of Directors in accordance with their resolution dated 28 March 2007. DATO’ HAJI DUSUKI BIN HAJI AHMAD CHAIRMAN HAJI AB. GANI BIN HARON DIRECTOR Kuala Lumpur statement declaration PURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965 I, Dato’ Ahmad Rodzi bin Pawanteh, the Director primarily responsible for the financial management of Amanah Raya Berhad, do solemnly and sincerely declare that the financial statements set out on pages 45 to 91 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. DATO’ AHMAD RODZI BIN PAWANTEH Subscribed and solemnly declared by the abovenamed Dato’ Ahmad Rodzi bin Pawanteh, at Kuala Lumpur in Malaysia on 28 March 2007, before me. COMMISSIONER FOR OATHS p.42 Amanah Raya Berhad 2006 annual report financial statements report of the auditors TO THE MEMBERS OF AMANAH RAYA BERHAD We have audited the financial statements set out on pages 45 to 91. These financial statements are the responsibility of the Company's Directors. It is our responsibility to form an independent opinion, based on our audit, on these financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report. We conducted our audit in accordance with approved auditing standards 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 disclosure in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by Directors, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion: (a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965, and the MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities so as to give a true and fair view of: (i) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and (ii) the state of affairs of the Group and Company as at 31 December 2006 and of the results and cash flows of the Group and Company for the financial year ended on that date; and (b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act. The names of the subsidiaries of which we have not acted as auditors are indicated in Note 13 to the financial statements. We have considered the financial statements of these subsidiaries and the auditors’ reports thereon. We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. Amanah Raya Berhad 2006 annual report p.43 financial statements report of the auditors TO THE MEMBERS OF AMANAH RAYA BERHAD (Company No. 344986 V) (continued) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any adverse comment made under subsection (3) of Section 174 of the Act. PRICEWATERHOUSECOOPERS (No. AF: 1146) Chartered Accountants Kuala Lumpur 28 March 2007 p.44 Amanah Raya Berhad 2006 annual report MOHAMMAD FAIZ BIN MOHAMMAD AZMI (No. 2025/03/08 (J)) Partner of the firm financial statements income statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 Group Note Revenue 2006 RM Company 2005 RM 2006 RM 2005 RM 94,282,837 54,356,137 79,193,540 52,936,384 15,589,860 7,817,320 15,927,712 9,046,120 (20,643,528) (15,002,726) (34,354,996) (23,076,629) (29,312,598) (21,195,300) (21,675,220) (18,736,242) Administrative expenses (5,196,135) (1,726,399) (2,030,551) (1,040,017) Other operating expenses (6,810,098) (5,227,666) (1,808,362) (4,183,031) Financial expenses (6,727,973) - (3,356,468) - 4 Other operating income Operating Expenses Personnel Costs 5 Profit from ordinary activities before tax 6 41,182,365 19,021,366 31,895,655 14,946,585 Taxation 8 1,784,364 (5,239,682) 4,286,062 (4,548,970) 42,966,729 13,781,684 36,181,717 10,397,615 Net profit after tax – Attributable to: Equity holders of the Company Minority interest Earnings per share attributable to equity holders of the Company 9 41,983,534 983,195 13,004,414 777,270 36,181,717 - 10,397,615 - 42,966,729 13,781,684 36,181,717 10,397,615 699.7 216.7 The accompanying notes on pages 52 to 91 form an integral part of the financial statements. Amanah Raya Berhad 2006 annual report p.45 financial statements balance sheets AS AT 31 DECEMBER 2006 Group Company Note 2006 RM 2005 RM 2006 RM 2005 RM 10 11 12 13 14 15 16 17 19 13,843,034 674,827 25,686,957 69,346,950 2,713,537 444,250 216,374 7,433,660 184,591 126,000 7,631,190 2,713,537 1,425,405 - 9,186,641 32,349,891 126,000 250,796 - 6,653,200 8,649,880 126,000 1,261,293 - 112,925,929 19,514,383 41,913,328 16,690,373 72,507,161 48,961,566 17,331,460 157,698,576 18,677,657 31,171,421 7,182 37,611,974 60,559,381 74,976,137 16,795,821 65,368,656 16,926,132 38,702,135 3,565,464 296,498,763 87,468,234 217,699,995 59,193,731 51,786,037 181,434 102,589 1,510,425 35,579,289 4,854,567 96,994 983,798 13,117,107 181,434 - 9,648,928 4,854,567 647,544 53,580,485 41,514,648 13,298,541 15,151,039 242,918,278 45,953,586 204,401,454 44,042,692 NON CURRENT ASSETS Property, plant and equipment Intangible assets Land held for property development Investment in subsidiaries Long-term investments Financing receivables Goodwill on consolidation Deferred tax assets Receivables CURRENT ASSETS Investments Receivables Tax recoverable Deposits, cash and bank balances 18 19 20 LESS: CURRENT LIABILITIES Other payables and accruals Post-employment benefit obligations Hire purchase creditors Provision for taxation NET CURRENT ASSETS p.46 Amanah Raya Berhad 2006 annual report 21 22 23 financial statements balance sheets (continued) AS AT 31 DECEMBER 2006 (continued) Group Note NET CURRENT ASSETS 2006 RM Company 2005 RM 2006 RM 45,953,586 204,401,454 44,042,692 250,000,000 179,986 76,856 282,575 20,869 150,000,000 - - 250,256,842 303,444 150,000,000 - 105,587,365 65,164,525 96,314,782 60,733,065 6,000,002 98,533,732 6,000,002 57,150,198 6,000,002 90,314,780 6,000,002 54,733,063 104,533,734 63,150,200 96,314,782 60,733,065 1,053,631 2,014,325 - - 105,587,365 65,164,525 96,314,782 60,733,065 16.86 10.07 242,918,278 2005 RM LESS: NON CURRENT LIABILITIES Borrowing Hire purchase creditors Deferred tax liabilities CAPITAL AND RESERVE Share capital Retained earnings Minority interest Total shareholders’ fund NET TANGIBLE ASSETS PER SHARE (RM) 24 23 17 25 26 The accompanying notes on pages 52 to 91 form an integral part of the financial statements. Amanah Raya Berhad 2006 annual report p.47 financial statements consolidated statement of changes in equity FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 Attributable to equity holders of the company Share Capital RM At 1 January 2005 Retained Earnings RM Minority Interest RM Total RM Total RM 6,000,002 44,745,784 50,745,786 - 50,745,786 Acquisition of subsidiary company - - - 1,237,055 1,237,055 Net profit for the financial year - 13,004,414 13,004,414 777,270 13,781,684 Dividends paid during the financial year - (600,000) (600,000) - (600,000) At 31 December 2005 6,000,002 57,150,198 63,150,200 2,014,325 65,164,525 At 1 January 2006 6,000,002 57,150,198 63,150,200 2,014,325 65,164,525 Net profit for the financial year - 41,983,534 41,983,534 983,195 42,966,729 Transactions with minority interest - - - (1,943,889) (1,943,889) Dividends paid during the financial year - (600,000) (600,000) - (600,000) 6,000,002 98,533,732 104,533,734 1,053,631 105,587,365 At 31 December 2006 The accompanying notes on pages 52 to 91 form an integral part of the financial statements p.48 Amanah Raya Berhad 2006 annual report financial statements company statement of changes in equity FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 Issued and fully paid ordinary shares of RM1 each Share Capital RM Retained Earnings RM Total RM Company At 1 January 2005 6,000,002 44,935,448 50,935,450 Net profit for the financial year - 10,397,615 10,397,615 Dividends paid during the financial year - (600,000) (600,000) At 31 December 2005 6,000,002 54,733,063 60,733,065 At 1 January 2006 6,000,002 54,733,063 60,733,065 Net profit for the financial year - 36,181,717 36,181,717 Dividends paid during the financial year - (600,000) (600,000) 6,000,002 90,314,780 96,314,782 At 31 December 2006 The accompanying notes on pages 52 to 91 form an integral part of the financial statements. Amanah Raya Berhad 2006 annual report p.49 financial statements cash flow statements FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 Group 2006 RM 2005 RM 2006 RM 2005 RM 41,182,365 19,021,366 31,895,655 14,946,585 - 1,674,685 - 1,674,685 2,331,347 2,878,892 1,972,115 2,651,651 - 1,226,955 - 1,240,921 (Gain)/loss on disposal of property, plant and equipment (6,773) 29,375 (6,773) - Amortisation of intangible assets 90,175 - - - - (770,651) - - (1,373,985) (37,155) (1,373,985) (37,155) 3,194,418 - 3,194,418 - (3,437,263) (1,971,539) (2,558,248) (1,262,540) - - (300,012) - (188,103) (530,570) (5,132,103) (2,552,725) 11,388 624,726 11,388 624,726 Gain from disposal of investments (228,964) (62,450) (134,195) (62,450) Interest expense on long term borrowings 6,727,973 - 3,356,468 - 17,366 5,223 - - Operating profit before working capital changes 48,319,944 22,088,857 30,924,728 17,223,698 Increase in receivable (1,080,619) (15,853,469) (38,044,154) (22,970,054) 8,242,162 3,763,061 684,488 5,326,768 Cash generated from operations 55,481,487 9,998,449 (6,434,938) (419,588) Retirement benefits paid (4,673,133) (406,717) (4,673,133) (406,717) (17,366) (5,223) - - (14,375,451) (5,617,219) (8,909,988) (4,384,059) 36,415,537 3,969,290 (20,018,059) (5,210,364) CASH FLOWS FROM OPERATING ACTIVITIES Profit from ordinary activities before tax Adjustments for: Post-employment benefit obligations Depreciation on property, plant and equipment Property, plant and equipment written off Gain on disposal of land held for property development Net accretion of discount Write off of investments Interest income Write back of impairment of subsidiaries Dividend income Allowance for diminution in alue of investments Hire purchase interest expense Increase in payables Hire purchase interest paid Tax paid Net cash inflow/(outflow) from operating activities p.50 Company Amanah Raya Berhad 2006 annual report financial statements cash flow statements (continued) FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2006 (continued) Group Note CASH FLOWS FROM OPERATING ACTIVITIES Acquisition of subsidiary 27 Additional investment in subsidiary Net purchases of investments Proceeds from disposal/(purchase) of land held for property development 2006 RM 2005 RM - 2006 RM 2005 RM (3,861,346) - (5,600,000) - - (23,400,000) (700,000) (80,993,318) (4,305,953) (45,330,875) (4,111,453) - Purchase of property, plant and equipment Company 1,090,302 - - (8,198,538) (2,858,037) (4,652,437) (2,644,341) (765,002) - - - 147,644 39,744 147,644 - (83,382,900) (10,000,000) - - Repayment of Syariah financing 3,627,385 509,763 - - Interest received 4,292,137 1,682,341 2,520,521 891,937 347,927 405,622 5,578,557 226,753 (164,924,665) (17,297,564) (96,994) (23,366) - - 250,000,000 - 150,000,000 - Interest paid (5,945,258) - (2,442,159) - Dividends paid (2,543,888) (600,000) (600,000) (600,000) Net cash outflow from financing activities 241,413,860 (623,366) 146,957,841 (600,000) NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS 112,904,732 (13,951,640) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 10,808,636 24,760,276 3,565,464 21,312,932 123,713,368 10,808,636 65,368,656 3,565,464 Purchase of intangible assets Proceeds from disposal of property, plant and equipment Disbursement of Syariah financing Dividends received Net cash outflow from investing activities (65,136,590) (11,937,104) CASH FLOWS FROM FINANCING ACTIVITIES Repayment of hire purchase creditors Net drawdown of term loan CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 20 61,803,192 (17,747,468) The accompanying notes on pages 52 to 91 form an integral part of the financial statements. Amanah Raya Berhad 2006 annual report p.51 financial statements notes to the financial statements 31 DECEMBER 2006 1. GENERAL INFORMATION The principal activities of the Company consist of administrating estates of deceased persons, acting as trustee for minors, public and unit trust schemes, and the management of trust funds. The principal activities of the subsidiaries are set out in Note 13 to the financial statements. The number of employees at year end were 546 (2005: 423) employees in the Group and 446 (2005: 377) employees in the Company respectively. The Company is a public limited liability company, incorporated and domiciled in Malaysia, and not listed on Bursa Malaysia Berhad. The address of the registered office of the Company is Tingkat 15, Wisma AmanahRaya, No. 2, Jalan Ampang, 50450 Kuala Lumpur. 2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES The Group’s activities expose it to a variety of financial risks, including interest rate risk, market risk, liquidity and cash flow risk. The Group’s overall financial risk management objective is to ensure that the Group creates value for its shareholders. The Group focuses on the unpredictability of financial markets and seeks to minimise potential adverse effects on financial performance of the Group. Financial risk management is carried out through risk reviews, internal control systems and adherence to Group’s financial risk management policies. The Board regularly reviews these risks and approves the treasury policies, which covers the management of these risks. Interest rate risk Interest rate risk refers to risk that the value of a financial instrument will fluctuate due to changes in market interest rates. The Group is not exposed to any significant interest rate risk as the majority of the financial assets and liabilities of the Group are non-interest sensitive, except for the fixed income investments and deposits which are placed with licensed banks at market interest rates. Market risk Market risk is defined as risk that the value of a financial instrument will fluctuate as a result of changes in market prices, whether those changes are caused by factors specific to the individual security of its issuer or factors affecting all securities traded in the market. Market risk exposure arises from investments in quoted shares as the value of the investments will fluctuate as a result of changes in equity market prices. p.52 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 2. FINANCIAL RISK MANAGEMENT OBJECTIVES AND POLICIES (continued) Credit risk Credit and counterparty risk is defined as the possibility of losses due to an unexpected default or due to a deterioration of the counterparty’s credit-worthiness. The Group manages its credit risks by placing its deposits with major financial institutions in Malaysia with good financial standing and by requiring guarantors for staff loans. Liquidity and cash flow risk Liquidity and cash flow risk relates to risk that an enterprise will encounter difficulty in raising funds to meet commitments associated with financial instruments. Prudent liquidity risk management implies maintaining marketable securities and sufficient cash for operation and ability to close our market positions. The Group aims at mitigating liquidity risk by adopting a prudent policy in accepting funds and maintaining flexibility in funding by keeping the cash in the short term money market and marketable securities. 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The following accounting policies have been used consistently in dealing with items that are considered material in relation to the financial statements. These policies have been consistently applied to all the years presented, unless otherwise stated. (a) Basis of preparation The financial statements of the Group and the Company have been prepared in accordance with the Financial Reporting Standards, the MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities and the provisions of the Companies Act, 1965. The financial statements have been prepared under the historical cost convention except as disclosed in the summary of significant accounting policies. The preparation of financial statements in conformity with MASB Approved Accounting Standards in Malaysia for Entities Other Than Private Entities requires the use of certain critical accounting estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reported period. It also requires Directors to exercise their judgment in the process of applying the Company’s accounting policies. Although these estimates and judgment are based on Directors’ best knowledge of current events and actions, actual results may differ. Trust assets held in the name of the Company and its predecessor organisation are not included in these financial statements. The activities and assets of the various unit trusts and other funds in which the Company is the trustee are not included in these financial statements as they are separate entities. Amanah Raya Berhad 2006 annual report p.53 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (a) Basis of preparation (continued) (i) Standards, amendments to published standards and interpretations that are effective The new accounting standards, amendments to published standards and IC Interpretations to existing standards effective for the Group’s and the Company’s financial period beginning on or after 1 January 2006 are as follows: • • • • • • • • • • • • FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS 3 101 108 110 116 121 127 131 132 136 138 140 Business Combinations Presentation of Financial Statements Accounting Policies, Changes in Accounting Estimates and Errors Events After the Balance Sheet Date Property, Plant and Equipment The Effect of Changes in Foreign Exchange Rates Consolidated and Separate Financial Statements Interests in Joint Ventures Financial Instruments: Disclosure and Presentation Impairment of Assets Intangible Assets Investment Property With the exception of FRS 136 where the Company had classified software as intangible assets, the adoption of the above new accounting standards, amendments to published standards and interpretations to existing standards do not have any significant financial impact on the results of the Group and the Company. (ii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective. The new standards, amendments to published standards and interpretations that are mandatory for the Group and the Company’s financial periods beginning on or after 1 January 2007 or later periods, but which the Group and the Company has not early adopted, are as follows: • FRS 117 Leases (effective for accounting periods beginning on or after 1 October 2006). This standard requires the classification of leasehold land as prepaid lease payments. The Group and the Company will apply this standard from financial periods beginning on or after 1 January 2007. • FRS 124 Related Party Disclosures (effective for accounting periods beginning on or after 1 October 2006). This standard will affect the identification of related parties and some other related party disclosures. The Group and the Company will apply this standard from financial periods beginning on or after 1 January 2007. p.54 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (a) Basis of preparation (continued) (ii) Standards, amendments to published standards and interpretations to existing standards that are not yet effective (continued) • FRS 139 Financial Instruments: Recognition and Measurement (effective date yet to be determined by Malaysian Accounting Standards Board). This new standard establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. Hedge accounting is permitted only under strict circumstances. The Group and the Company will apply this standard when effective. (b) Subsidiaries Subsidiaries are those corporations, partnerships or other entities (including special purpose entities) in which the Group has the power to exercise control over the financial and operating policies so as to obtain benefits from their activities, generally accompanying a shareholding of more than half of the voting rights. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group controls another entity. Investment in subsidiaries are stated at cost less accumulated impairment losses. Where there is an indication of impairment, the carrying amount of the investment is assessed. A write down is made if the carrying amount exceeds its recoverable amount. The consolidated financial statements include the financial statements of the Company and all its subsidiaries made up to the end of the financial year. Subsidiaries are consolidated using the purchase method of accounting. Under the purchase method of accounting, the results of subsidiaries acquired or disposed of during the year are included from the date of acquisition up to the date of disposal. The cost of an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities incurred or assumed at the date of exchange, plus costs directly attributable to the acquisition. Identifiable assets acquired and liabilities and contingent liabilities assumed in a business combination are measured initially at their fair values at the acquisition date, irrespective of the extent of any minority interest. The excess of the cost of acquisition over the fair value of the Group’s share of the identifiable net assets acquired at the date of acquisition is reflected as goodwill. If the cost of acquisition is less than the fair value of the net assets of the subsidiary acquired, the difference is recognised directly in the income statement. Amanah Raya Berhad 2006 annual report p.55 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (b) Subsidiaries (continued) Minority interest represents that portion of the profit or loss and net assets of a subsidiary attributable to equity interests that are not owned, directly or indirectly through subsidiaries, by the parent. It is measured at the minorities’ share of the fair value of the subsidiaries’ identifiable assets and liabilities at the acquisition date and the minorities’ share of changes in the subsidiaries’ equity since that date. All material transactions, balances and unrealised gains between group companies are eliminated and the consolidated financial statements reflect external transactions only. Where necessary, accounting policies of subsidiaries have been changed to ensure consistency with the policies adopted by the Group. 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 as of the date of disposal including the cumulative amount of any exchange differences that relate to the subsidiary is recognised in the consolidated income statement. (c) Property, plant and equipment Property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. Cost includes expenditure that is directly attributable to the acquisition of the items. Subsequent costs are included in the asset’s carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and Company and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. Building Computer equipment Motor vehicles Office equipment, furniture and fittings Renovations 50 years 3 years 5 years 5 to 10 years 3 years or over the lease period whichever is shorter Residual values and useful lives of assets are reviewed, and adjusted if appropriate, at each balance date. Depreciation on assets under construction commences when the assets are ready for their intended use. p.56 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (c) Property, plant and equipment (continued) The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. An impairment loss is recognised in the income statements whenever the carrying amount of an item of property, plant and equipment exceeds its recoverable amount. Gains and losses on disposals are determined by comparing proceeds with carrying amount and are included in profit/(loss) from operations. Repairs and maintenance are charged to the income statement during the period in which they are incurred. The cost of major renovations is included in the carrying amount of the asset when it is probable that future economic benefits in excess of the originally assessed standard of performance of the existing asset will flow to the Group. (d) Other investment Investment in golf club membership is shown at cost and an allowance for diminution in value is made where, in the opinion of the Directors, there is a decline other than temporary in the value of such investment. Where there has been a decline other than temporary in the value of an investment, such a decline is recognised as an expense in the financial period in which the decline is identified. (e) Investments The investments are carried at lower of cost and market value. Market value is calculated by reference to quoted selling prices at the close of business on the balance sheet date. Increase/decrease in the carrying amounts of investments are credited/charged to the income statement. The carrying value of fixed income securities are valued at cost adjusted for amortisation of premium or accretion of discount over their par values at the time of acquisition on an effective yield method. The premium or discount is amortised or accreted over the remaining term of the securities from the date of acquisition. (f) Receivables Receivables are carried at anticipated realisable values. Known bad debts are written off in the period in which they are identified and specific allowance is made for any considered to be doubtful of collection. An estimate is made for doubtful debts based on a review of all outstanding amounts at the financial year end. Amanah Raya Berhad 2006 annual report p.57 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (g) Income taxes Current tax expense is determined according to the tax laws of each jurisdiction in which the Group operates and includes all taxes based upon the taxable profits. Deferred tax is recognised in full, using the liability method, on temporary differences arising between the amounts attributed to assets and liabilities for tax purposes and their carrying amounts in the financial statements. However, deferred income tax is not accounted for if it arises from initial recognition of an asset or liability in a transaction other than a business combination that at the time of the transaction affects neither accounting nor taxable profit or loss. Deferred tax assets are recognised to the extent that it is probable that taxable profit will be available against which the deductible temporary differences or unused tax losses can be utilised. Deferred income tax is recognised on temporary differences arising on investment in subsidiaries except where the timing of the reversal of the temporary difference can be controlled by the Group and it is probable that the temporary difference will not reverse in the foreseeable future. Deferred income tax is determined using tax rates (and tax laws) that have been enacted or substantially enacted by the balance sheet date and are expected to apply when the related deferred tax asset is realised or the deferred tax liability is settled. (h) Cash and cash equivalents For the purposes of the cash flow statement, cash and cash equivalents comprise cash in hand and bank balances, demand deposits, bank overdraft and short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to an insignificant risk of changes in value. (i) Hire purchase payables Assets purchased under hire purchase agreements are capitalised as property, plant and equipment and depreciated in accordance with the policy set out in Note 3(c) above. The corresponding obligations due under the hire purchase agreements after deducting finance charges are included as hire purchase payables while finance charges are charged to the income statement on a straight line basis over the term of the respective hire purchase agreements. p.58 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (j) Impairment of assets Property, plant and equipment and other non-current assets (except for amounts due from subsidiaries, associates and deferred tax assets) are reviewed for impairment losses whenever events or changes in circumstances (for depreciable non-current assets) indicate that the carrying amount may not be recoverable. Impairment loss is recognised for the amount by which the carrying amount of the asset exceeds its recoverable amount. The recoverable amount is the higher of an asset’s net selling price and value in use. For the purposes of assessing impairment, the recoverable amount is determined on an identified asset basis or on the cash generating unit (“CGU”) to which the asset belongs to. An assets recoverable amount is the higher of an asset’s or CGU’s fair value less cost to sell or its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax weighted average cost of capital. Where the carrying amount of an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount. The impairment loss is charged to the income statement unless it reverses a previous revaluation in which case it is charged to the revaluation surplus. Any subsequent increase in recoverable amount is recognised in the income statement unless it reverses an impairment loss on a revalued asset in which case it is taken to revaluation surplus. Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of impairment loss for an asset other than goodwill is recognised in profit or loss, unless the asset is carried at revalued amount, in which case, such reversal is treated as a revaluation increase. (k) Intangible assets (i) Goodwill Goodwill arises on business combinations when the cost of acquisition exceeds the fair value of the Company’s share of the identifiable assets, liabilities and contingent liabilities acquired. Impairment losses on goodwill are not reversed. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. Amanah Raya Berhad 2006 annual report p.59 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (k) Intangible assets (continued) (i) Goodwill (continued) Goodwill is allocated to cash-generating units (‘CGU’) for the purpose of impairment testing. Goodwill is tested annually for impairment and carried at cost less accumulated impairment losses. Impairment testing is performed annually and it is done by comparing the present value of the CGU’s projected cash flows against the carrying amount of its net assets which include the allocated goodwill. The allocation is made to those cash-generating units or groups of cash-generating units that are expected to benefit from the synergies of the business combination in which the goodwill arose. The Group and the Company allocates goodwill to each business units (Note 16). (ii) Other intangible assets Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. Intangible assets that have an indefinite useful life, or are not yet ready for use, are tested for impairment annually. This impairment test may be performed at any time during the year, provided it is performed at the same time every year. An intangible asset recognised during the current period is tested before the end of the current year. (l) Financial instruments (i) Description A financial instrument is any contract that gives rise to both a financial asset of one enterprise and a financial liability or equity instrument of another enterprise. A financial asset is any asset that is cash, a contractual right to receive cash or another financial asset from another enterprise, a contractual right to exchange financial instruments with another enterprise under conditions that are potentially favourable, or an equity instrument of another enterprise. A financial liability is any liability that is a contractual obligation to deliver cash or another financial asset to another enterprise, or the exchange of financial instruments with another enterprise under conditions that are potentially unfavourable. (ii) Financial instruments recognised on the balance sheet The particular recognition adopted for financial instruments recognised on the balance sheet is disclosed in the individual policy statements associated with each item. p.60 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (l) Financial instruments (continued) (iii) Fair value estimation for disclosure purposes The fair values, less any estimated credit adjustments for financial assets and liabilities with a maturity of more than one year are estimated using a variety of methods and assumptions that are based on market conditions existing at each balance sheet date. Other techniques, such as estimated discounted value of future cash flows, are used where possible, to determine the fair value for the remaining financial instruments. In particular, the fair value of financial liabilities is estimated by discounting the future cash flows at the current market interest rate available to the Group for similar financial instruments. The face values of financial assets (less any estimated credit adjustments) and financial liabilities with a maturity period of less than one year are assumed to approximate their fair values. (m) Employee benefits (i) Short term employee benefits Wages, salaries, paid annual leave and sick leave, bonuses, and non-monetary benefits are accrued in the financial year in which the associated services are rendered by employees of the Group. (ii) Defined contribution plans The Group’s contributions to defined contribution plans are charged to the income statement in the period to which they relate. Once the contributions have been paid, the Group has no further payment obligations. (iii) Defined benefit plans The liability in respect of a defined benefit plan is the present value of the defined benefit obligation at the balance sheet date minus the fair value of plan assets, together with adjustments for actuarial gains/losses and past service cost. The Group determines the present value of the defined benefit obligation and the fair value of any plan assets with sufficient regularity such that the amounts recognised in the financial statements do not differ materially from the amounts that would be determined at the balance sheet date. The defined benefit obligation, calculated using the projected unit credit method, is determined by independent actuaries, considering the estimated future cash outflows using market yields at balance sheet date of government securities which have currency and terms to maturity approximating the terms of the related liability. Amanah Raya Berhad 2006 annual report p.61 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 3. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued) (n) Revenue recognition Revenue is recognised upon performance of services and net of service taxes, and after eliminating sales within the Group. Interest income from fixed income securities are recognised on an accrual basis. Dividends from quoted investments are recognised on the ex-dividend date. Realised gain and loss on sale of quoted investments is arrived at after accounting for cost of investments, determined on the weighted average cost method. Realised gain and loss on sale of fixed income securities is measured by the difference between the net disposal proceeds and the carrying amounts of the investments. (o) Dividends Dividends on ordinary shares are recognised as liabilities when proposed or declared before the balance sheet date. A dividend proposed or declared after the balance sheet date, but before the financial statements are authorised for issue, is not recognised as a liability at the balance sheet date. 4. REVENUE Group 2006 RM 2005 RM 2006 RM 2005 RM Revenue from: - trust operation - unit trust operation - estate and administration operation - legal operation 25,615,547 10,339,751 10,257,133 1,038,490 18,584,326 8,229,496 10,062,562 392,939 25,615,547 10,322,259 10,257,133 1,038,490 18,584,326 8,229,496 10,062,562 392,939 Management fee 33,517,210 16,212,831 31,960,111 15,667,061 - 770,651 - - Financing income 6,159,673 - - - Custodian fee 1,846,103 57,019 - - Building management fee 5,508,930 46,313 - - 94,282,837 54,356,137 79,193,540 52,936,384 Gain on disposal of land held for property development p.62 Company Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 5. PERSONNEL COSTS Group Salaries, wages and bonuses Pension costs - defined contribution plan Pension costs - defined benefit plans Other staff related costs Company 2006 RM 2005 RM 2006 RM 2005 RM 19,792,180 3,051,821 6,468,597 14,810,066 2,024,106 1,674,685 2,686,443 13,309,385 2,176,361 6,189,474 12,834,734 1,761,768 1,674,685 2,465,055 29,312,598 21,195,300 21,675,220 18,736,242 Details of the defined benefit plan of the Group and Company are set out in Note 22. 6. PROFIT FROM ORDINARY ACTIVITIES BEFORE TAX Group 2006 RM Company 2005 RM 2006 RM 2005 RM Directors’ remuneration (Note 7) Auditors' remuneration: - statutory audit - limited review 1,026,920 1,028,041 901,970 985,941 80,000 35,000 60,500 30,000 80,000 35,000 55,000 30,000 Depreciation 2,331,347 2,878,892 1,972,115 2,651,651 90,175 - - - - 1,226,955 - 1,240,921 (6,733) 29,735 (6,773) - 116,233 - - - (Gain)/loss from sale of investments (228,964) (62,450) (134,195) (62,450) Write-off of investments 3,194,418 - 3,194,418 - 11,388 624,726 11,388 624,726 Dividend income - subsidiaries - investments (188,103) (530,570) (4,944,000) (188,103) (2,519,292) (504,304) Rental on premises 5,464,592 4,244,008 5,137,850 3,962,124 - - (300,012) - Interest income (3,437,263) (1,971,539) (2,558,248) (1,262,540) Accretion of discount net amortisation of premium (1,373,985) (37,155) (1,373,985) (37,155) (716,763) (198,000) - - Amortisation on intangible asset Property, plant and equipment written off (Gain)/Loss on disposal of property, plant and equipment Loss on foreign exchange Allowance for diminution in value of investments Reversal of impairment loss on subsidiaries Rental income Amanah Raya Berhad 2006 annual report p.63 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 7. DIRECTORS’ REMUNERATION The aggregate amount of emoluments receivable by Directors of the Company during the year are as follows: Group Directors remuneration: - fees - other emoluments Company 2006 RM 2005 RM 2006 RM 2005 RM 333,250 693,670 207,100 820,941 225,300 676,670 165,000 820,941 1,026,920 1,028,041 901,970 985,941 5,461,649 (8,283,155) 5,592,432 461,254 3,090,959 (8,387,518) 4,810,739 461,254 1,037,142 (352,750) 1,010,497 (261,769) - (461,254) - (461,254) (1,784,364) 5,239,682 (4,286,062) 4,548,970 8. TAX Malaysian income tax: - current year - (over) / under accruals in prior years Deferred tax (Note 17) - current year - under recognition of deferred tax assets in prior year The explanation of the relationship between tax expense and profit from ordinary activities before tax is as follows: p.64 Profit from ordinary activities before tax 41,182,365 19,021,366 31,895,655 14,946,589 Tax calculated at the Malaysian statutory tax rate of 28% (2005: 28%) 11,531,062 5,325,982 8,930,783 4,185,045 (1,287,974) 3,389,157 (8,063,380) 856,746 (832,146) 3,233,678 (8,060,481) 910,832 (546,907) (7,823) - (2,524) - Tax effects of: - effect on differences in tax rate - expenses not deductible for tax purposes - income not subject to tax - effect on change in tax rate applicable to deferred tax - utilisation of previously unrecognised tax losses - current year’s tax loss and unutilised capital allowance not recognised - net over accrual in prior years - (110,900) - - 937,749 (8,283,155) - (8,387,518) - Tax expense (1,784,364) 5,239,682 (4,286,062) 4,548,970 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 8. TAX (continued) During the financial year, the Company obtained approval from the Ministry of Finance for management fees earned from Kumpulan Wang Bersama to be tax exempted for a period of 16 years from 1 January 1996 to 31 December 2010. As a result, tax submissions for prior years will be revised, giving rise to a recovery of overpayment of tax in prior years amounting to approximately RM7.98 million. 9. EARNINGS PER SHARE The earnings per share for the Group has been calculated based on the net profit attributable to the equity holders of the Company of RM41,983,534 (2005: RM13,004,414) by the weighted average number of ordinary shares in issue during the financial year of 6,000,002 (2005: 6,000,002). Amanah Raya Berhad 2006 annual report p.65 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 10. PROPERTY, PLANT AND EQUIPMENT Group Net book value At 1 January 2006 Additions Write-offs and disposals Reclassification Depreciation charge Computer Equipment Motor Vehicles RM RM RM RM Renovations Assets under Constructions Total RM RM RM 1,281,038 3,258,828 - 1,150,050 1,612,837 (4,111) 772,243 489,643 (137,607) 2,254,533 1,164,753 (5,926) - - - - (36,863) (921,128) (304,008) (459,766) (609,582) 4,503,003 1,837,648 820,271 2,953,594 2,765,497 963,021 13,843,034 At 31 December 2006 Cost Accumulated depreciation 4,595,688 10,304,442 1,511,778 5,069,475 6,220,926 963,021 28,665,330 Net book value 4,503,003 1,837,648 820,271 2,953,594 2,765,497 963,021 13,843,034 At 31 December 2005 Cost Accumulated depreciation 1,336,860 8,676,226 1,381,912 3,931,553 3,759,362 1,101,120 20,187,033 Net book value 1,281,038 At 31 December 2006 p.66 Land and Building Office Equipment, furniture & Fittings (92,685) (8,466,794) (55,822) (7,526,176) Amanah Raya Berhad 2006 annual report 1,150,050 874,676 741,658 - 1,101,120 1,620,646 - 7,433,660 8,888,365 (147,644) 1,758,745 (1,758,745) - (691,507) (2,115,881) (3,455,429) (609,669) (1,677,020) (2,884,686) 772,243 2,254,533 874,676 - (2,331,347) - (14,822,296) - (12,753,373) 1,101,120 7,433,660 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 10. PROPERTY, PLANT AND EQUIPMENT (continued) Company Net book value At 1 January 2006 Additions Write-offs and disposals Reclassification Depreciation charge Land and Building Computer Equipment Motor Vehicles Office Equipment, furniture & Fittings RM RM RM RM Renovations Assets under Constructions Total RM RM RM 1,281,038 - 961,519 865,859 235,117 327,960 2,199,730 1,098,098 - (4,111) - (137,607) - (5,926) - (26,737) (792,640) (110,095) (433,086) (609,557) 1,254,301 1,030,627 315,375 2,858,816 2,764,501 963,021 9,186,641 At 31 December 2006 Cost Accumulated depreciation 1,336,860 9,073,309 451,893 4,862,176 6,219,906 963,021 22,907,165 Net book value 1,254,301 1,030,627 At 31 December 2005 Cost Accumulated depreciation 1,336,860 8,212,172 Net book value 1,281,038 At 31 December 2006 (82,559) (8,042,682) (55,822) (7,250,653) 961,519 874,676 740,637 1,101,120 1,620,646 6,653,200 4,653,200 1,758,745 (1,758,745) (147,644) - (136,518) (2,003,360) (3,455,405) 315,375 483,711 2,858,816 3,770,811 2,764,501 3,759,362 (248,594) (1,571,081) (2,884,686) 235,117 2,199,730 874,676 - (1,972,115) - (13,720,524) 963,021 9,186,641 1,101,120 18,664,036 - (12,010,836) 1,101,120 6,653,200 Amanah Raya Berhad 2006 annual report p.67 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 11. INTANGIBLE ASSETS Group 2006 RM 2005 RM Computer software Net book value As at 1 January Additions during the financial year Disposals during the financial year Amortisation for the financial year 765,002 (90,175) - As at 31 December 674,827 - Cost Accumulated amortisation 765,002 (90,175) - Net book value 674,827 - - 184,591 At 31 December 12. LAND HELD FOR PROPERTY DEVELOPMENT As cost: Freehold land 13. INVESTMENT IN SUBSIDIARIES Company 2006 RM Unquoted shares, at cost Accumulated impairment losses p.68 Amanah Raya Berhad 2006 annual report 2005 RM 32,349,891 - 8,949,892 (300,012) 32,349,891 8,649,880 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 13. INVESTMENT IN SUBSIDIARIES (continued) (a) During the financial year, the Company incorporated two new subsidiaries, Amanah Raya Investment Bank Ltd and Amanah Raya Asset Management (Labuan) Ltd, with paid up capital of RM10,000,000 and RM500,000 respectively on 5 December 2006 and 26 December 2006. (b) On 26 July 2006 and 28 December 2006 respectively, the Company subscribed for 7,900,000 and 5,000,000 ordinary shares in Amanah Raya Unit Trust Management Sdn. Bhd. (formerly known as Amanah Raya Asset Management Sdn. Bhd.) for RM12,900,000. Details of the subsidiaries, all of which are incorporated in Malaysia, are as follows: Group’s effective interest Principal activities 2006 % 2005 % Amanah Raya Nominees (Tempatan) Sdn Bhd # 100 100 Nominees, agents or trustees for beneficial owners of stocks, shares, bank debentures, loan stocks and other securities AmanahRaya Development Sdn Bhd (formerly known as ARB Hartanah Sdn Bhd) # 100 100 Property development and investment holding Amanah Raya Unit Trust Management Sdn Bhd (formerly known as Amanah Raya Asset Management Sdn Bhd) # 100 100 Establishment and management of unit trust funds. Amanah Raya Capital Sdn Bhd # 100 100 Finance and consumer credit Amanah Raya (Labuan) Ltd # 100 100 Custodian and trust services (Offshore Company) AmanahRaya – JMF Asset Management Sdn Bhd # 70 70 Fund management and related services AmanahRaya Investment Bank Ltd * 100 - Amanah Raya Nominees (Asing) Sdn Bhd # 100 100 Dormant AmanahRaya Asset Management (Labuan) Ltd * 100 - Dormant Subsidiaries held directly by the Company Investment banking Amanah Raya Berhad 2006 annual report p.69 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 13. INVESTMENT IN SUBSIDIARIES (continued) Group’s effective interest Principal activities 2006 % 2005 % AmanahRaya – JMF Nominees Tempatan Sdn. Bhd. # 100 100 Provision of nominees services to local custodian clients AmanahRaya – JMF Capital Sdn. Bhd. # 100 100 Provision of management consultancy, advisory and corporate financial services AmanahRaya – JMF Margin Sdn. Bhd. # 100 100 Dormant Subsidiaries held indirectly by the Company * Audited by PricewaterhouseCoopers, Malaysia. # Audited by firms other than PricewaterhouseCoopers, Malaysia and its affiliates. 14. LONG TERM INVESTMENTS Group 2006 RM Investment in project development Golf club membership, at cost Company 2005 RM 2006 RM 2005 RM 25,560,957 126,000 126,000 126,000 126,000 25,686,957 126,000 126,000 126,000 15. FINANCING RECEIVABLES Group The balances can be analysed as follows: Gross amount receivables Less: Unearned income Amount repayable within 12 months (Note 19) Amount repayable after 12 months p.70 Amanah Raya Berhad 2006 annual report 2006 RM 2005 RM 118,212,908 (28,967,156) 11,806,666 (2,316,429) 89,245,752 9,490,237 19,898,802 69,346,950 1,859,047 7,631,190 89,245,752 9,490,237 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 16. GOODWILL ON CONSOLIDATION Group 2006 RM At 1 January 2,713,537 - - 2,713,537 2,713,537 2,713,537 Acquisition of AmanahRaya - JMF Asset Management Sdn. Bhd. (‘ARJMF’) At 31 December 2005 RM Impairment test for goodwill During 2006, impairment testing was performed on goodwill arising from the acquisition of ARJMF. The recoverable amount of ARJMF (for goodwill arising from business combination prior to 2006) is determined based on value-in-use calculations. These calculations use pre-tax cash flow projections based on the 2007 financial budgets approved by management, projected for 5 years based on 10.0% growth rate. The cash flow projection after the fifth year are extrapolated in perpetuity using a nominal long-term growth rate of 5.7% per annum which takes into consideration the current GDP and inflation. The discount rate used is 5.7% which reflects the specific risks relating to the ARJMF. Impairment will only arise if the discount rate increases to 94.1%. 17. DEFERRED TAX Deferred tax assets and liabilities are offset when there is a legally enforceable right to set off current tax assets against current tax liabilities and when the deferred taxes relate to the same tax authority. The following amounts, determined after appropriate offsetting, are shown in the balance sheet: Group 2006 RM Deferred tax assets Deferred tax liabilities Company 2005 RM 2006 RM 2005 RM 444,250 (76,856) 1,425,405 (20,869) 250,796 - 1,261,293 - 367,394 1,404,536 250,796 1,261,293 Amanah Raya Berhad 2006 annual report p.71 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 17. DEFERRED TAX (continued) Group 2006 RM Company 2005 RM 2006 RM 2005 RM Movement in deferred tax: As at 1 January (Charged)/credited to income statement: - property, plant and equipment - post employment benefit - allowance for diminution in value on investments - net accretion of discounts - trade and other payables - others 1,404,536 590,532 1,261,293 538,270 211,879 (1,310,292) 57,188 355,031 311,682 (1,310,292) 69,273 355,031 (91,953) (111,870) 248,589 16,505 258,563 (71,844) 215,066 (91,953) (111,870) 195,936 (4,000) 258,563 (71,844) 112,000 (1,037,142) 814,004 (1,010,497) 723,023 367,394 1,404,536 250,796 1,261,293 48,987 1,359,279 48,987 1,359,279 300,739 610,714 206,548 392,692 183,790 295,395 300,739 379,725 108,000 392,692 183,790 112,000 1,166,988 (722,738) 2,231,156 (805,751) 837,451 (586,655) 2,047,761 (786,468) 444,250 1,425,405 250,796 1,261,293 - property, plant and equipment - net accretion of discounts - others (609,682) (111,869) (78,043) (826,620) - (474,786) (111,869) - (786,468) - Before offsetting Offsetting (799,594) 722,738 (826,620) 805,751 (586,655) 586,655 (786,468) 786,468 (76,856) (20,869) - - As at 31 December Components of deferred tax assets: - post employment benefits - allowance for diminution in value on investments - trade and other payables - others Before offsetting Offsetting After offsetting Components of deferred tax liabilities After offsetting p.72 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 17. DEFERRED TAX (continued) The amount of deductible temporary differences and unused tax losses (both of which have no expiry date) in respect of subsidiaries for which no deferred tax is recognised in the balance sheet are as follows: Group 2006 RM Unabsorbed tax losses Unutilised capital allowances Deductible temporary differences 2005 RM 3,419,355 67,620 9,869 13,335 - 3,496,844 13,355 18. INVESTMENTS Group 2006 RM Investments Investments Investments Investments in in in in quoted shares fixed income securities institutional trust unit trust Net accretion of discount/ (amortisation of premium) Company 2005 RM 2006 RM 2005 RM 487,015 57,243,187 11,947,780 2,433,099 410,473 8,705,050 9,580,386 - 487,015 57,243,187 2,433,099 410,473 8,705,050 7,828,861 - 72,111,081 18,695,909 60,163,301 16,944,384 396,080 (18,252) 396,080 (18,252) 72,507,161 18,677,657 60,559,381 16,926,132 23,339,739 (400,000) 20,769,808 (400,000) 19,147,390 (400,000) 19,398,010 (400,000) 22,939,739 19,898,802 565,450 718,202 524,807 4,314,566 20,369,808 1,859,047 2,663,129 840,394 438,098 5,000,945 18,747,390 51,081,975 400,296 585,446 475,825 3,685,205 18,998,010 12,093,092 2,562,328 559,849 438,098 4,050,758 48,961,566 31,171,421 74,976,137 38,702,135 216,374 - - - 19. RECEIVABLES Current Trade receivables Less: Allowance for trade receivables Amounts receivable from subsidiaries Financing receivables(Note 15) Deposits Staff loans and advances Interest receivable Other receivables Non-current Deposit with Securities Commission All receivables are denominated in Ringgit Malaysia Amanah Raya Berhad 2006 annual report p.73 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 19. RECEIVABLES (continued) Staff loans and advances are analysed as follows: Group 2006 RM Company 2005 RM 2006 RM 2005 RM At 1 January Loans disbursed Repayments 840,394 577,206 (699,398) 967,510 400,202 (527,318) 559,849 551,613 (526,016) 714,510 204,002 (358,663) At 31 December 718,202 840,394 585,446 559,849 135,659,040 8,837,839 13,201,697 31,377,701 4,160,593 2,073,680 57,067,500 7,847,007 454,149 3,502,331 63,133 157,698,576 37,611,974 65,368,656 3,565,464 Amount held in trust (33,985,208) (26,803,338) - - Cash and cash equivalents 123,713,368 10,808,636 65,368,656 3,565,464 20. CASH AND CASH EQUIVALENTS Deposits with: - Licensed banks - Other financial institutions Cash and bank balances The currency exposure profile of cash and cash equivalents is as follows: - RM - USD 113,213,368 10,500,000 37,611,974 - 65,368,656 - 3,565,464 - 123,713,368 37,611,974 65,368,656 3,565,464 103,503 5,474,942 6,458,453 39,749,139 12,246 2,879,513 2,755,759 29,931,771 103,503 5,164,842 3,554,887 4,293,875 1,826,524 12,246 2,838,191 2,037,334 2,934,633 51,786,037 35,579,289 13,117,107 9,648,928 21. OTHER PAYABLES AND ACCRUALS Amount due to subsidiaries Service tax payables Payroll liabilities Accrued expenses Other payables p.74 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 21. OTHER PAYABLES AND ACCRUALS (continued) Included in the Group’s other payables are amounts owing to certain unit trusts amounting to RM33,985,208 (2005: RM26,803,338) in respect of dividend income received on behalf of these unit trusts. 22. POST-EMPLOYMENT BENEFIT OBLIGATIONS Group and Company The balances can be analysed as follows: Lump-sum retirement benefit plan Current 2006 RM 181,434 2005 RM 4,854,567 (a) Defined contribution plan Group companies incorporated in Malaysia contribute to the Employees Provident Fund, the national defined contribution plan. Once the contributions have been paid, the Group has no further payment obligations. (b) Defined benefit plan The Group operated an unapproved and unfunded final salary defined benefit plan for its employees. This plan was valued by an independent actuary every three years using the projected unit credit method. The last actuarial valuation was carried out as at 30 September 2004. An unrecognised transitional liability was identified in the 30 September 2002 actuarial valuation. This was being amortised over five years as allowed under FRS 119. The movements during the period in which the amount recognised in the balance sheet in respect of the Group and the Company’s lump sum retirement benefit plan are as follows: Group and Company 2006 RM At start of the financial year Charged to income statement Contributions paid At end of the financial year 2005 RM 4,854,567 (4,673,133) 3,586,599 1,674,685 (406,717) 181,434 4,854,567 During the financial year 2005, the Company had terminated the defined benefit retirement plan. As at 31 December 2006, the retirement benefit accrued represents actual amount payable by the Company. Amanah Raya Berhad 2006 annual report p.75 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 23. HIRE PURCHASE CREDITORS Group 2006 RM Amount payable within 12 months Amount repayable after 12 months Hire purchase payable Interest in suspense 2005 RM 102,589 179,986 96,994 282,575 282,575 379,569 303,010 (20,435) 417,370 (37,801) 282,575 379,569 24. BORROWING Group 2006 RM Company 2005 RM 2006 RM 2005 RM Unsecured Term loan 250,000,000 - 150,000,000 - The borrowings by the Group and the Company amounting to RM250,000,000 and RM150,000,000 respectively (2005: NIL) bear monthly interest at 5.5% per annum. Principal amount is repayable at the end of the loan tenure of up to a maximum of 10 years from the date of the first drawdown. 25. SHARE CAPITAL Group and Company 31.12.2006 Authorised: 31.12.2005 Number of Shares RM Number of Shares RM 10,000,000 10,000,000 10,000,000 10,000,000 6,000,002 6,000,002 6,000,002 6,000,002 Ordinary shares of RM1 each: At start and end of year Issued and fully paid: Ordinary shares of RM1 each At start and end of year p.76 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 26. RETAINED EARNINGS The Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 and tax exempt income under Section 12 of the Income Tax (Amendment) Act 1999, to frank the payment of dividends out of all its retained profits as at 31 December 2006. 27. ACQUISITION OF SUBSIDIARY IN PRIOR YEAR (a) Acquisition of AmanahRaya-JMF Asset Management Sdn. Bhd. (“ARJMF”) (formerly known as JMF Asset Management Sdn. Bhd.) The Company completed the acquisition of 70% equity interest in ARJMF representing 1,400,000 ordinary shares in ARJMF on 30 September 2005. The effect of the acquisition on the financial results of the Group at financial year ended 31 December 2005 were as follows: Year ended 2005 RM Revenue Other operating income Operating expenses Personnel costs Other operating expenses 4,796,947 115,024 (99,927) (733,807) (742,360) Profit from ordinary activities 3,335,877 Tax (744,607) Profit after taxation 2,591,270 The effect on the acquisition on the financial position at financial year ended 31 December 2005 were as follows: 2005 RM Property, plant and equipment Receivables Cash and bank balances Tax recoverable Payables Hire purchase creditors Deferred tax liability 731,070 3,766,415 3,193,085 7,182 (3,546,019) (282,575) (16,369) 3,852,789 Amanah Raya Berhad 2006 annual report p.77 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 27. ACQUISITION OF SUBSIDIARY IN PRIOR YEAR (continued) (a) Acquisition of AmanahRaya-JMF Asset Management Sdn. Bhd. (“ARJMF”) (formerly known as JMF Asset Management Sdn. Bhd.) (Continued) Details of net assets acquired and cash flows arising from the acquisition are as follows: At date of acquisition RM Property, plant and equipment Deferred tax asset Receivables Investments Cash and bank balances Deposits with licensed banks Payables Hire purchase creditors 790,248 58,238 816,278 1,557,025 63,742 1,674,912 (433,989) (402,935) 4,123,519 Minority interest (1,237,056) 2,886,463 Goodwill 2,713,537 5,600,000 Less: Cash and cash equivalent of subsidiary acquired Net cash outflow on acquisition p.78 Amanah Raya Berhad 2006 annual report (1,738,654) 3,861,346 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 28. SIGNIFICANT RELATED PARTY TRANSACTIONS The Directors are of the opinion that all the related party transactions had been entered into in the normal course of business and had been established on terms and conditions that were not materially different from that obtainable in transaction with unrelated parties. Company Significant related party transactions 2006 RM Amanah Raya Unit Trust Unit Trust Management Sdn Bhd (formerly known as Amanah Raya Asset Management Sdn Bhd) - Management fees paid and payable 2005 RM - 3,097,443 Amanah Raya (Labuan) Ltd - Interest received and receivable (476,330) - Amanah Raya Nominees (Tempatan) Sdn Bhd - Nominee fees paid and payable - Custodian and back room fees paid and payable 480,000 1,276,316 480,000 524,187 Amanah Raya-JMF Management Sdn Bhd - Management and arrangement fee paid and payable - Commission paid and payable 9,378,617 625,825 4,614,310 - Amanah Raya Capital Sdn Bhd - Commission paid and payable - Interest received and receivable on loan disbursed 2,744,914 (236,835) - AmanahRaya Development Sdn Bhd (formerly known as ARB Hartanah Sdn Bhd) - Renovation works carried out - Cleaning services payable - Archiving services payable - Interest receivable on loan disbursed 30,680 14,475 20,634 (240,455) 731,407 34,000 23,881 (30,774) Related party balances The related party balances are shown in Note 19 and 21 to the financial statements. Amanah Raya Berhad 2006 annual report p.79 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 29. CAPITAL COMMITMENTS Group and Company Capital expenditure not provided for in the financial statements are as follows: 2006 RM 2005 RM Authorised by the Directors but not contracted for 588,505 2,441,786 Analysed as follows: - intangible assets - property, plant and equipment 588,505 - 472,563 1,969,223 588,505 2,441,786 30. NON-CANCELLABLE OPERATING LEASE COMMITMENTS Group Future minimum lease payment Not later than 1 year Later than 1 year and not later than 5 years Later than 5 years p.80 Amanah Raya Berhad 2006 annual report 2006 RM 2005 RM 4,247,096 13,353,735 370 4,536,276 15,194,371 1,839,795 17,601,201 21,570,442 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK The following tables provide information about financial assets and liabilities showing the weighted average effective interest rate and the earlier of the contractual repricing or maturity date for each class of interest-sensitive instrument in the balance sheet. Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM Group 2006 Financial assets: Investments in quoted shares Investments in fixed income securities 52,616,098 Investments in institutional trust Investments in unit trust Receivables 20,177,099 Deposits, cash and bank balances 144,496,880 5,023,169 336,153 - 8,322 - 487,015 487,015 - 57,639,267 11,947,780 11,947,780 2,433,099 2,433,099 28,439,992 48,961,566 13,201,696 157,698,576 217,290,077 5,359,322 8,322 56,509,582 279,167,303 Other assets 130,257,389 Total assets per balance sheet 409,424,692 Amanah Raya Berhad 2006 annual report p.81 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM Group 2006 Financial liabilities: Payables Hire purchase creditors Post-employment benefit obligations Long term liabilities Other liabilities Total liabilities per balance sheet p.82 Amanah Raya Berhad 2006 annual report 102,589 - 179,986 - 250,000,000 51,786,037 51,786,037 282,575 181,434 181,434 - 250,000,000 102,589 179,986 250,000,000 51,967,471 302,250,046 1,587,281 303,837,327 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM Group 2005 Financial assets: Investments in quoted shares Investments in fixed income securities Investments in institutional trust Receivables Deposits, cash and bank balances Other assets Total assets per balance sheet 3,656,000 345,810 35,538,294 5,030,798 493,873 - 711 - 410,473 9,580,386 28,438,881 2,073,680 410,473 8,686,798 9,580,386 29,279,275 37,611,974 39,540,104 5,524,671 711 40,503,420 85,568,906 21,413,711 106,982,617 Amanah Raya Berhad 2006 annual report p.83 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM Group 2005 Financial liabilities: Payables Hire purchase creditors Post-employment benefit obligations Other liabilities Total liabilities per balance sheet p.84 Amanah Raya Berhad 2006 annual report 96,994 - 282,575 - - 35,579,289 4,854,567 35,579,289 379,569 4,854,567 96,994 282,575 - 40,433,856 40,813,425 1,004,667 41,818,092 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM 487,015 57,639,267 2,433,099 74,976,137 65,368,656 Company 2006 Financial assets: Investments in quoted shares Investments in fixed income securities Investments in unit trust Receivables Deposits, cash and bank balances Other assets Total assets per balance sheet 52,616,098 148,184 64,914,507 5,023,169 336,153 - 8,322 - 487,015 2,433,099 74,483,478 454,149 117,678,789 5,359,322 8,322 77,857,741 200,904,174 58,709,149 259,613,323 Amanah Raya Berhad 2006 annual report p.85 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM Company 2006 Financial liabilities: Payables Post-employment benefit obligations Long term liabilities Other liabilities Total liabilities per balance sheet p.86 Amanah Raya Berhad 2006 annual report - - 150,000,000 13,117,107 13,117,107 181,434 181,434 - 150,000,000 - - 150,000,000 13,298,546 163,298,541 163,298,541 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM 3,656,000 855,255 3,502,331 5,030,798 10,348,883 - 711 - 410,473 7,828,861 27,464,187 63,133 410,473 8,686,798 7,828,861 38,669,036 3,565,464 8,013,586 15,379,681 711 35,766,654 59,160,632 Company 2005 Financial assets: Investments in quoted shares Investments in fixed income securities Investments in institutional trust Receivables Deposits, cash and bank balances Other assets 16,723,472 Total assets per balance sheet 75,884,104 Amanah Raya Berhad 2006 annual report p.87 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) Less than 1 year 1–5 years Over 5 years Non-interest bearing Total RM RM RM RM RM Company 2005 Financial liabilities: Payables Post-employment benefit obligations Other liabilities Total liabilities per balance sheet p.88 Amanah Raya Berhad 2006 annual report - - - 9,648,928 4,854,567 9,648,928 4,854,567 - - - 14,503,495 14,503,495 647,544 15,151,039 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 31. INTEREST RATE RISK (continued) The effective interest rate of the Group and of the Company’s financial assets and financial liabilities as at the balance sheet dates are as follows: Group 2006 % Company 2005 % 2006 % 2005 % Financial assets Financing receivables Fixed income securities Deposits with licensed banks Amount due from subsidiaries Staff loans and advances 7.8 6.7 3.8 4.0 6.3 6.6 2.6 4.0 6.7 3.7 5.5 4.0 6.6 2.3 5.0 4.0 Financial liabilities Long term borrowings Hire purchase creditors 5.5 5.4 5.4 5.5 - - 32. CREDIT RISK The following tables set out the credit risk concentrations and counter parties of the Group and Company. Group Finance and business services Property, infrastructure and utilities companies Purchase of transport and vehicles Others RM RM RM RM 2006 Fixed income securities Institutional trust Unit trust Trade receivables Interest receivables Staff loans and advances Other receivables Deposits, cash and bank balances 52,616,098 - 5,023,169 - - 477,870 46,937 3,561,270 157,698,576 - 406,522 - 11,947,780 2,433,099 22,939,739 311,680 1,318,746 - 214,353,814 5,070,106 406,522 38,951,044 Amanah Raya Berhad 2006 annual report p.89 financial statements notes to the financial statements (continued) 31 DECEMBER 2006 32. CREDIT RISK (continued) 2005 Fixed income securities Institutional trust Trade receivables Interest receivables Staff loans and advances Other receivables Deposits, cash and bank balances Finance and business services Property, infrastructure and utilities companies Purchase of transport and vehicles Others RM RM RM RM 290,867 3,287,540 37,611,974 8,686,798 147,231 - 433,302 - 9,580,386 20,369,808 407,092 1,680,306 - 41,190,381 8,834,029 433,302 32,037,592 52,616,098 428,888 2,931,908 65,368,656 5,023,169 46,937 - 406,522 - 2,433,099 18,747,390 178,924 1,123,570 - 121,345,550 5,070,106 406,522 22,482,983 290,867 3,287,540 3,565,464 8,686,798 147,231 - 433,302 - 7,828,681 18,998,010 126,547 730,119 - 7,143,871 8,834,029 433,302 27,683,357 Company 2006 Fixed income securities Unit trust Trade receivables Interest receivable Staff loans and advances Other receivables Deposits, cash and bank balances 2005 Fixed income securities Institutional trust Trade receivables Interest receivable Staff loans and advances Other receivables Deposits, cash and bank balances p.90 Amanah Raya Berhad 2006 annual report financial statements notes to the financial statements (continued) 31 DECEMBER 2006 33. FAIR VALUES The carrying amounts of financial assets and liabilities of the Group and Company at the balance sheet date approximated their fair values except as set out below: 2006 Group Carrying Amount RM 2005 Fair Value RM Carrying Amount RM Fair Value RM Financial assets Financing receivables Investments in quoted shares Investments in fixed income securities Staff loans and advances 89,245,752 487,015 57,243,187 718,202 65,536,012 539,060 57,522,018 712,858 9,490,237 410,473 8,686,798 840,394 7,674,865 486,216 9,029,824 819,191 487,015 57,243,187 585,446 539,060 57,522,018 581,298 410,473 8,686,798 559,849 486,216 9,029,824 532,736 Company Financial assets Investments in quoted shares Investments in fixed income securities Staff loans and advances 34. APPROVAL OF FINANCIAL STATEMENTS The financial statements have been approved for issue in accordance with a resolution of the Board of Directors on 28 March 2007. Amanah Raya Berhad 2006 annual report p.91 amanahraya’s branch network AmanahRaya’s branch network HEADQUARTERS Tingkat 15 Wisma AmanahRaya No. 2, Jalan Ampang 50450 Kuala Lumpur Malaysia. Tel : 603-2055 7388 Fax : 603-2031 4545 Website : www.arb.com.my CARELine : 603-2072 9999 AmanahRaya Service Center Ground & 2nd Floor Wisma AmanahRaya Annex No. 2, Jalan Ampang 50450 Kuala Lumpur Tel : 603-2055 7388 Fax : 603-2078 3421 Johor Bahru Suite M-01, Mezanine Floor Menara MAA No.15, Jalan Dato’ Abdullah Tahir 80300 Johor Bahru Johor Tel : 607-333 5918 Fax : 607-332 8428 Pahang No. 14 & 16, Ground Floor Bangunan Majlis Ugama Islam Jalan Bukit Ubi 25200 Kuantan Pahang Tel : 609-513 5318 Fax : 609-514 6785 Negeri Sembilan No. 90 & 92, Ground Floor Jalan Yam Tuan 70000 Seremban Negeri Sembilan Tel : 606-763 8387 Fax : 606-763 9234 p.92 Amanah Raya Berhad 2006 annual report Pulau Pinang Ground Floor, Bangunan Tabung Haji Lot 50, Jalan Greenhall 10508 Pulau Pinang Tel : 604-261 1144 Fax : 604-263 4022 Perak Ground & 1st Floor A-G-3 dan A-1-3 Pusat Perniagaan Greentown Jalan Dato Seri Ahmad Said 30450 Ipoh Perak Tel : 605-2548714/605-2437546 Fax : 605-2549454 Kelantan PT 303, Ground & 1st Floor Wisma JAZA Batu 2 Jalan Kuala Krai 15050 Kota Bharu Kelantan Tel : 609-748 2112 Fax : 609-747 8353 Kedah No. 237, Jalan Shahab 2 Shahab Perdana 05350 Alor Setar Kedah Tel : 604-732 2080 Fax : 604-730 4406 amanahraya’s branch network AmanahRaya’s branch network Perlis No. 56, Lot 434, Grd Flr Bangunan Bernama Medan Raja Syed Alwi 01000 Kangar Perlis Tel : 604-976 1485 Fax : 604-976 8520 Melaka No. 42A, Jalan PMS 3 Plaza Melaka Sentral Peringgit 75300 Melaka Tel : 606-282 2848 Fax : 606-282 1443 Kuala Krai No. PT 4025, Jalan Panggung Bandar Kuala Krai 18000 Kuala Krai Kelantan Tel : 609-960 5787 Fax : 609-960 7955 Terengganu No. 4, Ground & 1st Floor Jalan Air Jernih 20300 Kuala Terengganu Terengganu Tel : 609-622 1201 Fax : 609-622 8449 Selangor Lot 1, Level 1, 2 & 3 Pusat Dagangan UMNO Shah Alam Persiaran Damai, Seksyen 11 40100 Shah Alam Selangor Tel : 603-5511 5733 Fax : 603-5511 5732 Temerloh No. 23, Jalan Dato’ Bahaman 3 Pusat Komersil Temerloh 28000 Temerloh Pahang Tel : 609-296 4562/4381/5094 Fax : 609-296 4734 Sarawak No. 31, Ground & 1st Floor Kueh Hock Kui Commercial Centre Jalan Tun Ahmad Zaidie Adruce P.O. Box 1364 93150 Kuching Sarawak Tel : 6082-254 171/170 Fax : 6082-422 928 Muar No. 208 Jalan Meriam 84000 Muar Johor Tel : 606-952 3218 Fax : 606-951 4597 Sungai Petani No. 3A, Jalan Permatang Gedong Taman Sejati Indah 08000 Sungai Petani Kedah Tel : 604-431 0270/421 Fax : 604-431 0081 Bangi Lot 802G, Complex Diamond Bangi Business Park Jalan Medan Bangi, Off Persiaran Bangi Bandar Baru Bangi 43650 Bangi Selangor Tel : 603-8210 1346 Fax : 603-8210 1345 Sabah Level 2, Bangunan Bank Negara Jalan Tun Razak P.O. Box 10127 88801 Kota Kinabalu Sabah Tel : 6088-211 970 Fax : 6088-246 178 Amanah Raya Berhad 2006 annual report p.93 your partner in trust AMANAH RAYA BERHAD (344986-V) Tingkat 15, Wisma AmanahRaya No. 2, Jalan Ampang 50450 Kuala Lumpur Malaysia Telephone No : 603-2055 7388 Fax No : 603-2078 8187 Website : www.arb.com.my
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