Laporan Tahunan Annual Report - DFZ Capital Berhad

DFZ CAPITAL BERHAD 

(104556-X) 

Wisma Atlan 

8 Persiaran Kampung Jawa 

11900 Bayan Lepas, Penang 

http://www.dfzcapital.com.my 

Tel : 604 641 3200 

Fax : 604 642 3200 

DFZ CAPITAL BERHAD (104556-X) 

Laporan Tahunan 2007 Annual Report 

L a p o r a n T a h u n a n 

2 0 0 7 

A n n u a l R e p o r t 

Serving You

2007 

table of contents 

Corporate Information ........................................... 

Corporate Structure .............................................. 3 

Location Map ........................................................ 4 

Directors’ Profi le .................................................... 5 

Managing Director’s Statement ............................. 8 

Penyata Pengarah Urusan ..................................... 10 

董事经理报告 ......................................................... 1 

Statement On Corporate Governance .................. 14 

Additional Compliance Information ....................... 0 

Audit Committee Report ....................................... 3 

Statement On Internal Control .............................. 7 

Corporate Social Responsibility ............................ 8 

Financial Statements ............................................. 9 

Analysis Of Ordinary And 

Preference Shareholdings ..................................... 103 

List Of Properties ................................................... 113 

Notice Of Annual General Meeting ........................ 115 

Form Of Proxy 

D F Z C A P I T A L B E R H A D 

(Company No.: 104556-X) (Incorporated in Malaysia) 

1

Corporate Information 

BOARD OF DIRECTORS 

Dato’ Ong Kar Beau 

Managing Director 

Dato’ Sri Khalid bin Mohamad Jiwa 

Executive Director 

Wong Peng Yew 


AUDIT COMMITTEE 

Mohamed Suhaimi bin Sulaiman 

Chairman, 

Independent Non-Executive Director 

Wong Peng Yew 


Dato’ Paduka Syed Mansor 

bin Syed Kassim Barakbah 


REMUNERATION COMMITTEE 


Chairman, 


Dato’ Ong Kar Beau 





NOMINATION COMMITTEE 



Chairman, 




Mohd Kamarudin bin Haron 


COMPANY SECRETARY 

Thum Sook Fun (MAICSA 70 5619) 








Mohd Kamarudin bin Haron 


AUDITORS 

Ernst & Young (AF 0039) 

Chartered Accountants 

PRINCIPAL BANKERS 

Affin Bank Berhad 

Alliance Bank Malaysia Berhad 

Malayan Banking Berhad 

Public Bank Berhad 

REGISTERED OFFICE 

Wisma Atlan, 8 Persiaran Kampung Jawa, 

11900 Bayan Lepas, Penang 

Tel No: 604-641 3 00 

Fax No: 604-64 3 00 

SHARE REGISTRAR 

Symphony Share Registrars Sdn. Bhd. (378993-D) 

Level 6, Menara Multi-Purpose, Capital Square 

No. 8 Jalan Munshi Abdullah 

50100 Kuala Lumpur 

Tel No: 603- 7 1 

Fax No: 603- 7 1 530/ 7 1 531 

STOCK EXCHANGE LISTING 

Main Board of Bursa Malaysia Securities Berhad 

Stock Name/Code : DFZ/5177 

Stock Sector : Trading/Services 

WEBSITE ADDRESS 

http://www.dfzcapital.com.my

Corporate Structure 

as at 1 May 008 

(formerly known as Sriwani Tours & Travel Sdn. Bhd.) 



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4 

Location Map 


(Company No.: 104556-X) (Incorporated in Malaysia)

DATO’ ONG KAR BEAU 


Directors’ Profile 

DATO’ ONG KAR BEAU, Malaysian, aged 54 is the Managing Director of DFZ. He was appointed 

to the Board of DFZ on 9 October 00 . He is also a member of the Remuneration Committee 

of DFZ. 

Dato’ Ong ran a sole proprietor business in dealing and transportation of palm oil products from 

1974 to 1990 and also for logging and gold mining in Terengganu and Kelantan from 1988 to 

1991. From 199 until now, he has been managing his own investment portfolio. 

Dato’ Ong does not hold directorship in any other public companies. 

Dato’ Ong does not have any family relationship with any director and/or major shareholder of the 

Company. He does not have any conflict of interest with the Company. He has had no convictions 

for any offences within the past ten (10) years other than traffic offences, if any. 

Dato’ Ong has attended all the six (6) Board Meetings held in the financial year ended 31 December 

007. 

DATO’ SRI KHALID BIN MOHAMAD JIWA 


DATO’ SRI KHALID BIN MOHAMAD JIWA, a Malaysian aged 49, is an Executive Director of DFZ. 

He was appointed to the Board of DFZ on 9 October 00 . 

Dato’ Sri Khalid began his impressive career in the financial sector when he joined Bank Bumiputera 

Malaysia Berhad (“BBMB”) (now known as CIMB Bank Berhad) in 1981. Dato’ Sri Khalid is a 

business graduate from UiTM and during his tenure with BBMB, he has gathered vast knowledge 

and experience in financial business activities. At the same time, he has contributed significantly in 

the company’s operations and business development especially when he was the Head of Credit 

at one of its Selangor branches, responsible for analysing and managing credit portfolio. 

His tremendous experience in the financial sector and other business fields has led to his 

involvement in corporate ventures. Being an aggressive entrepreneur, he began making inroads 

into the corporate world when he was appointed as a Director of PASDEC Holdings Berhad – a 

public listed company on the Main Board of Bursa Malaysia Securities Berhad. Dato’ Sri Khalid 

is also a Director of Naluri Corporation Berhad and United Industries Holdings Sdn Bhd. He is 

also the Advisor to the Committee of several community associations. 

He is the Executive Chairman of Ace Global Ventures Sdn Bhd and its group of companies, 

which is involved in TV media services, supply of TV programmes, events management, supply 

of broadcast and other specialised equipment, property, construction and engineering works. 

Dato’ Sri Khalid does not have any family relationship with any director and / or major shareholder 

of the Company. He does not have any conflict of interest with the Company. He has had no 

convictions for any offences within the past ten (10) years other than traffic offences, if any. 

Dato’ Sri Khalid has attended five (5) out of the six (6) Board Meetings held in the financial year 

ended 31 December 007. 



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6 

Directors’ Profile (Cont’d) 

WONG PENG YEW 


WONG PENG YEW, Malaysian, aged 4 , is an Executive Director of DFZ. He was appointed to 

the Board of DFZ on 15 October 00 . He is also a member of the Audit Committee of DFZ. 

He graduated from Monash University, Australia in 1993 with a Bachelor of Economics 

(Accounting) and Graduate Diploma in Business Information System. He started his career with 

PricewaterhouseCoopers in 1993 and later joined Ban Hin Lee Bank Berhad as a Senior CIS Audit 

Supervisor/Analyst Programmer from 1993 to 1994. He was in DFZ Group of Companies from 1994 

to 000. During this period, he holds various senior positions such as Chief Internal Auditor, Chief 

Business Engineering Officer, General Manager-Business Development and Director-Corporate 

Affairs. He ventured into consultancy business in 000 to 00 . 

Wong Peng Yew also sits on the Board of Naluri Corporation Berhad, a company listed on Bursa 

Malaysia Securities Berhad as well as several private limited companies. 

He does not have any family relationship with any director and/or major shareholder of the 

Company. He does not have any conflict of interest with the Company or any convictions for 

offences within the past ten (10) years other than traffic offences, if any. 

He has attended all the six (6) Board Meetings held in the financial year ended 31 December 

007. 

DATO’ PADUKA SYED MANSOR BIN SYED KASSIM BARAKBAH 


DATO’ PADUKA SYED MANSOR BIN SYED KASSIM BARAKBAH, Malaysian, aged 73, is an 

Independent Non-Executive Director of DFZ. He was appointed to the Board of DFZ on 11 April 

1994. He is also the Chairman of the Nomination Committee, a member of the Audit Committee 

as well as the Remuneration Committee of DFZ. 

Dato’ Paduka graduated from the University of Malaya in Singapore with a Bachelor of Arts 

Degree. He joined the Kedah Civil Service after receiving his Bachelor Degree. He has also served 

in various capacities including such posts as Kedah Directors of Land and Mines, State Financial 

Officer and finally, the State Secretary before retiring in 1989. 

Dato’ Paduka is also a Director of Yayasan Kedah Berhad, Yayasan Sultanah Bahiyah Berhad 

and Thong Guan Industries Berhad. 

Dato’ Paduka does not have any family relationship with any director and/or major shareholder 

of the Company. He does not have any conflict of interest with the Company. He has had no 

convictions for any offences within the past ten (10) years other than traffic offences, if any. 

Dato’ Paduka has attended four (4) out of the six (6) Board Meetings held in the financial year 




MOHAMED SUHAIMI BIN SULAIMAN 


MOHAMED SUHAIMI BIN SULAIMAN, Malaysian, aged 48, is an Independent Non-Executive 

Director of DFZ. He was appointed to the Board of DFZ on 3 April 004. He is also the Chairman 

of the Audit Committee and Remuneration Committee as well as a member of the Nomination 

Committee of DFZ. 

He graduated from the Central State University, Edmond, Oklahoma with a Bachelor of Business 

Administration (Finance). 

Mohamed Suhaimi is currently with Konsortium Jaringan Selangor as an Executive Director since 

1998. He also served as a credit analyst in Bank Bumiputra Malaysia Berhad (now known as CIMB 

Bank Berhad) from 1991 to 001. 





007. 

MOHD KAMARUDIN BIN HARON 


Directors’ Profile (Cont’d) 

MOHD KAMARUDIN BIN HARON, Malaysian, aged 55, is an Independent Non-Executive Director 

of DFZ. He was appointed to the Board of DFZ on February 005. He is also a member of the 

Nomination Committee of DFZ. 

After finishing his S.E./MCE Form 5 education from English College J.B., he attended various 

management programme and courses ranging from 3 months to a year with the Malaysian 

Institute of Management. He has over 30 years experience in the construction and property 

development industry. He currently has investments as well as directorships in several private 

limited companies. 

Mohd Kamarudin also sits on the Board of Merge Housing Bhd. as an Independent Non-Executive 

Chairman, a company listed on Bursa Malaysia Securities Berhad. 





007. 



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8 

Managing Director’s Statement 

On behalf of the Board of Directors, I am pleased to present to you the 

Annual Report and Audited Financial Statements of DFZ Capital Berhad 

(“DFZ”) for the year ended 31 December 2007. 

FINANCIAL HIGHLIGHTS 

DFZ Group achieved a total revenue of RM304.97 million 

in 007, which is RM 9.04 million or 10.5% higher than 

RM 75.93 million recorded in 006. DFZ Group is able 

to reap the benefits from the higher arrival of tourists’ 

with the successful Visit Malaysia Year 007, and the 

increased traveling by Malaysians with the strengthening 

of Malaysian economy in 007. DFZ Group continues to 

emphasise on serving its customers with quality products 

and services in trading of duty free goods and non-dutiable 

merchandise and properties and hospitality segments. 

DFZ Group achieved an operating profit of RM30.04 million in 007, which is RM9. 7 million or 

44.6% higher than RM 0.77 million achieved in 006. The much higher year-on-year operating 

profit growth over the revenue growth in 007 is because the higher profit margin in 007 is not 

hampered by any one-off additional expenses incurred in 006. After incurring higher finance 

costs and relatively higher tax, DFZ Group achieved a profit after tax of RM18.57 million, which 

is RM5.53 million or 4 .41% higher than the RM13.04 million achieved in 006. 



BUSINESS DEVELOPMENT 

• water feature including a fountain at the car park 

area; 

• waterfront broad walk; 

• beach club besides the waterfront; 

• open grand staircase leading to the first floor; 

• bubble lift leading to the second floor above the ZON 

Jetty, as well as converting it into an entertainment 

hall; 

• renovation to the ground and first floors at the 

ZON Mall leading to the ZON Jetty into theme 

entertainment outlets; and 

• renovation to the ground floor bus bays under the 

ZON Jetty into theme restaurants. 

As stated in the 006 Annual Report, in July 006, we 

commenced the re-development of part of the open-air 

car park area and service road at the front of the ZON 

Johor Bahru and the adjacent ground and first floors 

into a theme entertainment area branded as the FUN 

ZON. The re-development includes the following main 

components:-

The re-development is completed during the year under 

review and the increased space has been taken up. 

The ZON Johor Bahru has since established itself as 

the key player in the hospitality scene in Johor Bahru, 

with its quality hotel, convention facilities, duty free 

shopping, theme restaurants and entertainment outlets, all 

integrated, as well as acting as the gateway to Indonesia 

in Johor Bahru. 

On 1 September 007, we signed a shares sale and 

purchase agreement with Atlan Holdings Bhd for the 

acquisition of the entire equity interest in Emas Kerajang 

Sdn Bhd (“EKSB”) for a cash consideration of RM40.0 

million. EKSB owns and operates a duty free complex at Padang Besar town, Perlis Indra Kayangan. 

The duty free complex offers one-stop shopping for shoppers crossing the Malaysia-Thailand 

border at Padang Besar town. DFZ Group already has a presence at the Malaysia-Thailand 

border through its subsidiary operating in Bukit Kayu Hitam, Kedah Darul Aman. The acquisition 

represents a synergistic move for DFZ Group to further capture the duty free market and hence 

dominate the duty free market at the Malaysia-Thailand border. The acquisition was completed 

on 8 January 008. 

ACKNOWLEDGEMENT 

OUTLOOK 

We are deeply saddened by the demise of our Chairman, 

the late Tan Sri Dato’ Seri Megat Junid bin Megat Ayob 

on 4 January 008. His leadership to DFZ Group is 

extremely invaluable and will be forever remembered. We 

wish to express our deepest condolence to the late Tan 

Sri’s family. 

We continue to receive support from our valued customers, 

suppliers, bankers and employees, and invaluable 

guidance and assistance of our government officers. We 

are indeed grateful to them. 

To our shareholders, we thank you for your trust in us from 

the bottom of our hearts. Your trust in us encourages us 

to move forward and we are committed to delivering our 

best. 

Yours sincerely, 

ONG KAR BEAU 


May 008 

Managing Director’s Statement (Cont’d) 

We are cautiously optimistic with our business performance 

in 008, under the environment of global economic 

uncertainty. The resilience of the economy in Malaysia 

and in the region should help to sustain both domestic 

and overseas traveling. We continue to give priority to 

customers’ satisfaction and are always embarking on 

incremental improvements. 



9

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Penyata Pengarah Urusan 

Bagi pihak Lembaga Pengarah, saya dengan sukacitanya membentangkan 

Laporan Tahunan dan Penyata Kewangan DFZ Capital Berhad (“DFZ”) bagi 

tahun berakhir 31 Disember 2007 yang telah diaudit. 

KAJIAN KEWANGAN 

Kumpulan DFZ telah mencapai perolehan sebanyak 

RM304.97 juta pada tahun 007, peningkatan sebanyak 

RM 9.04 juta atau 10.5% berbanding RM 75.93 juta 

yang dicatatkan pada tahun 006. Kumpulan DFZ 

berupaya memperoleh manfaat daripada peningkatan 

ketibaan pelancong-pelancong dengan kejayaan Tahun 

Melawat Malaysia 007, berserta peningkatan kegiatan 

pelancongan oleh rakyat tempatan berikutan pengukuhan 

ekonomi Malaysia pada tahun 007. Kumpulan DFZ 

terus memberi penekanan terhadap kualiti barangan dan 

perkhidmatan kepada pelanggan-pelanggan di dalam 

kedua-dua bahagian peruncitan barangan bebas cukai dan 

barangan tidak bercukai, hartanah dan juga hospitaliti. 

Kumpulan DFZ telah mencapai keuntungan operasi sebanyak RM30.04 juta pada tahun 007, 

iaitu peningkatan sebanyak RM9. 7 juta atau 44.6% daripada RM 0.77 juta yang dicapai pada 

tahun 006. Keuntungan operasi lebih tinggi yang dicapai ke atas peningkatan perolehan pada 

tahun 007 ini adalah disebabkan marjin keuntungan pada tahun 007 tidak dibebankan oleh 

perbelanjaan tambahan yang tidak berulang seperti di dalam tahun 006. Setelah mengambilkira 

kos kewangan serta cukai yang lebih tinggi, Kumpulan DFZ mencatat keuntungan selepas cukai 

sebanyak RM18.57 juta pada tahun 007, iaitu peningkatan RM5.53 juta atau 4 .41% berbanding 

RM13.04 juta yang dicapai pada tahun 006. 

• Tema air termasuk kolam pancutan air di tempat 

letak kereta; 

• Tempat pejalan kaki di kawasan dermaga; 

• Kelab pantai di tepi kawasan dermaga; 

• Tangga mewah terbuka yang menghala ke tingkat 

satu; 

• Lif gelembung yang memberi perkhidmatan 

sehingga tingkat dua di atas Jeti ZON, yang juga 

telah diubahsuai menjadi dewan hiburan; 

• Pengubahsuaian tingkat bawah dan tingkat satu di 

ZON Mall di laluan yang menuju ke Jeti ZON kepada 

tempat-tempat hiburan; dan 

• Pengubahsuaian tempat letak bas di tingkat bawah 

Jeti ZON kepada rangkaian restoran bertema. 



PERKEMBANGAN PERNIAGAAN 

Sebagaimana yang dinyatakan di dalam Laporan Tahunan 

006, pada bulan Julai 006, kami telah memulakan 

pembangunan semula sebahagian daripada tempat letak 

kereta terbuka dan jalan di hadapan ZON Johor Bahru 

berserta tingkat bawah dan tingkat satu di bangunan 

bersebelahan menjadi tempat hiburan bertema yang 

dijenamakan sebagai FUN ZON. Pembangunan semula 

tersebut melibat, komponen-komponen utama yang 

berikut:-

Pembangunan semula ini telah disiapkan sepenuhnya 

dalam tahun yang dikaji dan ruang tambahan yang 

diwujudkan juga telah disewakan. Semenjak itu, ZON 

Johor Bahru telah melakar nama di dalam bidang 

hospitaliti di Johor Bahru, dengan adanya hotel berkualiti, 

kemudahan konvensyen, pusat membeli-belah bebas 

cukai, restoran-restoran bertema dan tempat-tempat 

hiburan, kesemuanya bersepadu serta turut berperanan 

sebagai gerbang laluan ke Indonesia di Johor Bahru. 

Pada 1 September 007, kami telah menandatangani 

satu perjanjian jual beli saham dengan Atlan Holdings 

Bhd untuk membeli keseluruhan saham ekuiti dalam Emas 

Kerajang Sdn Bhd (“EKSB”) bagi balasan tunai sebanyak 

RM40.0 juta. EKSB memiliki dan mengusahakan kompleks barangan bebas cukai di Padang 

Besar, Perlis Indra Kayangan. Kompleks barangan bebas cukai ini menawarkan aktiviti membelibelah 

sepusat kepada para pembeli yang melalui sempadan Malaysia-Thailand di Padang Besar. 

Kumpulan DFZ sudahpun menjalankan perniagaan di bidang yang sama di sempadan Malaysia- 

Thailand melalui anak syarikatnya yang beroperasi di Bukit Kayu Hitam, Kedah Darulaman. 

Pengambilalihan ini melambangkan satu langkah sinergi kepada Kumpulan DFZ untuk menawan 

pasaran bebas cukai dan dengan itu menguasai pasaran bebas cukai di sempadan Malaysia- 

Thailand. Pengambilalihan ini telah disempurnakan pada 8 Januari 008. 

PENGHARGAAN 

TINJAUAN PERNIAGAAN 

Kami amat berdukacita dengan pemergian Pengerusi 

Eksekutif kami, Allahyarham Tan Sri Dato’ Seri Megat Junid 

bin Megat Ayob yang telah pulang ke rahmatullah pada 

4 Januari 008. Kepimpinan Allahyarham Tan Sri kepada 

Kumpulan DFZ adalah tidak ternilai dan akan dikenang 

selama-lamanya. Kami ingin mengucapkan takziah kepada 

keluarga Allahyarham Tan Sri. 

Kami amat menghargai sokongan berterusan daripada 

para pelanggan yang dihargai, para pembekal, pihak bank, 

para kakitangan dan panduan berserta bantuan pegawai 

Kerajaan kepada Kumpulan kami. Kami amat terhutang 

budi kepada mereka. 

Kami optimistik tetapi juga berwaspada terhadap 

prestasi perniagaan kami untuk tahun 008, di dalam 

suasana ketidakpastian ekonomi sejagat. Ekonomi yang 

agak resilian di Malaysia dan di rantau ini diharap akan 

membantu mengekalkan pelancongan tempatan dan luar 

negara. Kami akan terus memberikan keutamaan kepada 

kepuasan pelanggan dan akan sentiasa mencari ruang 

untuk meningkatkan perkhidmatan kami. 

Kepada para pemegang saham, kami berterima kasih ke 

atas kepercayaan yang anda berikan kepada kami. Kepercayaan anda meyakinkan kami untuk 

terus bergerak maju dan kami bertekad untuk memberikan yang terbaik untuk anda. 

Yang benar, 

ONG KAR BEAU 

Pengarah Urusan 

Mei 008 

Penyata Pengarah Urusan (Samb.) 



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14 

Statement on Corporate Governance 

The Board of Directors of DFZ Capital Berhad (“the Board”) is pleased to report to the shareholders on the manner 

the Group has applied the principles and the extent of compliance with the best practices of corporate governance 

as set out in the Malaysian Code on Corporate Governance (“Code”) together with the provisions contained in the 

Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa Securities”). 

The Board is committed to ensuring that good corporate governance is practised throughout the Group as a 

fundamental element and basis of discharging its responsibilities to protect shareholders’ value and enhance 

financial performance of the Group both in the immediate future as well as in the long term. 

The following statements outline the main corporate governance practices of the Group which were in place 

throughout the financial year ended 31 December 007. 

BOARD OF DIRECTORS 

The Board comprises members with a wide range of experience which bring an independent judgment to bear on 

issues of strategy, performance, resources and standards of conduct. 

The Board recognises its ultimate responsibility and accountability for the Group’s operations and retains full and 

effective control of the Group. The Board assumes responsibilities for determining the Company’s overall strategic 

direction, as well as development and control of the Group. It has further adopted the pertinent responsibilities as 

listed in the Code to facilitate the discharge of the Board’s stewardship function. 

Key matters, such as approvals of annual and interim financial results, acquisitions and disposals, as well as 

material agreements, major capital expenditures, budgets, long term plans and succession planning are reserved 

for the Board. 

BOARD COMPOSITION AND BALANCE 

The Board currently has six (6) members, comprising three (3) Independent Non-Executive Directors and three 

(3) Executive Directors. The Company fully complies with the requirement of the Listing Requirements of Bursa 

Securities for Independent Non-Executive Directors to make up at least one-third (1/3) of the Board membership, 

as well as the requirement for a Director who is a member of the Malaysian Institute of Accountants to sit on the 

Audit Committee. 

The composition of the Board is deemed fairly balanced and complements itself in providing industry-specific 

knowledge, technical knowledge and commercial experience. Together, the Board members bring a wide range 

of business and financial experience relevant to ensure the Group continues to be competitive in the duty free, 

trading and service industries. 

A brief profile of each Director is presented in the preceding pages of this Annual Report. 

There is a clear division of responsibilities between the Independent Non-Executive Directors and the Managing 

Director to ensure the desired balance of power and authority. 

The presence of Independent Non-Executive Directors fulfills a pivotal role in corporate governance accountability 

and they are fully independent of management and free from any relationship which could interfere with their 

unbiased and independent judgment. 

Balance is further ensured by way of active and unrestricted participation of Independent Non-Executive Directors 

in the deliberation and decision of the Board. All Directors have full access to background information pertaining 

to all matters placed before them for decision and are entitled to call for full disclosure by the management. This 

is to ensure that matters moved for decision by the Board can be discussed and examined in a balanced manner 

that take into account the long term interests, not only of the shareholders, but also of the employees, suppliers, 

customers and the communities with which the Group conducts businesses with. 



BOARD MEETINGS 

Statement on Corporate Governance (Cont’d) 

The Board has at least four (4) regular scheduled meetings annually, with additional meetings convened as and 

when necessary. 

Six (6) Board meetings were held during the financial year ended 31 December 007. The attendance record of 

each Director is as follows: 

Number of 

Number of Board 

Date of Board Meetings Percentage 

Director appointment Meetings held attended (%) 

Tan Sri Dato’ Seri Megat Junid 15-04- 003 6 3 50 

bin Megat Ayob 

(Demised on 24-01-2008) 

Dato’ Ong Kar Beau 09-10- 00 6 6 100 

Dato’ Sri Khalid bin Mohamad Jiwa 09-10- 00 6 5 83 

Wong Peng Yew 15-10- 00 6 6 100 


bin Syed Kassim Barakbah 11-04-1994 6 4 67 

Mohamed Suhaimi bin Sulaiman 3-04- 004 6 6 100 

Mohd Kamarudin bin Haron 0 -0 - 005 6 6 100 

SUPPLY OF INFORMATION 

All Directors are provided with quarterly reports on major operational, financial and corporate issues prior to the 

Board Meetings. Agenda and papers on specific subjects are sent to members of the Board in advance to ensure 

that there is sufficient time to enable the Directors to obtain further explanations where necessary and to facilitate 

informed decision-making process. 

All members of the Board, whether as a full Board or in their individual capacity, have access to all information 

within the Group and ready and direct access to the advice and services of the Company Secretary to assist them 

in furtherance of their duties. Where necessary, the Board may engage independent professional advisors, at the 

Group’s expense, on specialised issues to enable them to discharge their duties proficiently. 

APPOINTMENT AND RE-ELECTION OF DIRECTORS 

In accordance with the Company’s Articles of Association, one-third (1/3) of the Directors shall retire from office at 

every annual general meeting (“AGM”) but shall be eligible for re-election. The Articles also provide that Directors 

appointed during the year by the Board shall hold office only until the next AGM, and shall be eligible for reelection. 

Director over seventy (70) years of age is subject to re-appointment annually in accordance with Section 1 9 (6) 

of the Companies Act, 1965. 



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16 


DIRECTORS’ TRAINING 

The Board are mindful that they should receive appropriate continuous training and they have attended seminars 

and briefings in order to broaden their perspectives and to keep abreast with the changes on guidelines issued by 

the relevant authorities as well as the latest developments in the market place. The Board will continue to undergo 

other relevant training programmes as appropriate, to further enhance their skills and knowledge. The Company 

organizes trainings at least once every two ( ) years for the Board to ensure they are kept up-to-date on relevant 

developments. 

The Board has attended a training program on improving the Board’s performance, leadership and governance on 

August 007. 

BOARD COMMITTEES 

The Board has appointed Board committees, which operate within clearly defined terms of reference. Standing 

committees of the Board include the Audit Committee, the Nomination Committee and the Remuneration 

Committee. 

(a) Audit Committee 

The Audit Committee’s role and functions are set out on pages 3 to 6 of this Annual Report. 

(b) Nomination Committee 

The Nomination Committee, comprising exclusively Independent Non-Executive Directors, is given the 

responsibility of proposing new nominees for the Board including the Board’s committees and assessing the 

performance of each individual Director and overall effectiveness of the Board on an ongoing basis. 

The Nomination Committee currently comprises the following: 

• Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah (Chairman) 

• Mohamed Suhaimi bin Sulaiman 

• Mohd Kamarudin bin Haron 

The appointment of new Directors is the responsibility of the full Board after considering the recommendation 

of the Nomination Committee. 

In making its recommendation, the Committee will consider the required mix of skills and experience and 

other qualities, including core competencies which Directors of the Company should bring to the Board. 

The Committee met once during the financial year ended 31 December 007. 

(c) Remuneration Committee 

The Remuneration Committee, comprising a majority of Independent Non-Executive Directors, is given the 

responsibility of recommending to the Board the framework and quantum values for the Executive Directors’ 

remuneration and the remuneration package for each Executive Director. 

The Remuneration Committee currently comprises the following: 

• Mohamed Suhaimi bin Sulaiman (Chairman) 

• Dato’ Ong Kar Beau 

• Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah 

The Committee met once during the financial year ended 31 December 007 to deliberate on the remuneration 

of the Executive Directors for the financial year ended 31 December 007. 



DIRECTORS’ REMUNERATION 


The Board endeavours to ensure that the level of remuneration offered to Directors is sufficient to attract and 

retain people needed to run the Group successfully. In the case of Executive Directors, the component parts of 

remuneration are structured to link rewards to corporate and individual performance. In the case of Non-Executive 

Directors, the level of remuneration reflects the experience and level of responsibilities undertaken by the particular 

Non-Executive Director concerned. 

The policy of the Executive Directors’ Remuneration will be in line with the Group’s overall practice on pay and 

benefits. Non-Executive Directors’ and the Independent Non-Executive Chairman’s remuneration will be a matter 

to be decided by the Board as a whole with the Director concerned abstaining from deliberation and voting on 

decisions in respect of his individual remuneration. The Company will reimburse reasonable expenses incurred by 

Non-Executive Directors in the course of their duties as Directors. 

A summary of the remuneration of Directors for the financial year ended 31 December 007 are as follows: 

1. Aggregate remuneration of Directors categorised into appropriate components: 

Salaries & other Allowances 

emoluments and Fees Total 

RM’000 RM’000 RM’000 

Executive Directors 1,838 – 1,838 

Non-Executive Directors – 343 343 

. Number of Directors whose remuneration fall into the following bands: 

2007 2006 

Number of Directors Number of Directors 

Non- Non- 

Executive Executive * Executive Executive 

Below RM50,000 – – 

RM100,001 – RM150,000 – – 1 

RM150,001 – RM 00,000 – – – 1 

RM400,001 – RM450,000 1 – – – 

RM550,001 – RM600,000 1 – 1 – 

RM750,001 – RM800,000 – – 1 – 

RM850,001 – RM900,000 1 – 1 – 

* including Tan Sri Dato’ Seri Megat Junid who demised on 24 January 2008. 



17

18 


ACCOUNTABILITY AND AUDIT 

Financial Reporting 

In presenting the announcements of annual financial statements and quarterly financial results to shareholders, 

investors and regulatory authorities, the Board of Directors aim to present a balanced and understandable assessment 

of the Group’s position and prospects. The Audit Committee assists the Board in scrutinising information for 

disclosure to ensure accuracy and adequacy. 

The Statement by Directors pursuant to Section 169 of the Companies Act, 1965 is set out on page 34 of this 

Annual Report. 

Statement of Directors’ Responsibilities in respect of the Audited Financial Statements 

The Board are required by the Companies Act, 1965 to prepare financial statements which give a true and fair view 

of the state of affairs of the Group and the Company at the end of each financial year and of their results and cash 

flows for the financial year. 

In exercising the functions of the Board, the Directors have considered the following in preparing the financial 

statements: 

i) Appropriate accounting policies have been consistently applied by the Company; 

ii) Reasonable and prudent judgments and estimates have been made; and 

iii) All applicable approved accounting standards in Malaysia have been followed. 

The Board are responsible for ensuring that the Company keeps proper accounting records, which disclose with 

reasonable accuracy the financial position of the Company and to enable them to ensure that the financial statements 

comply with the Companies Act, 1965. 

The Board has overall responsibilities for taking such steps that are reasonably available to them to safeguard the 

assets of the Company and to prevent and detect fraud and other irregularities, if any. 

Internal Control 

The Board recognise their responsibilities for the maintenance of a system of internal controls and reviewing its 

effectiveness. As with any such system, controls can only provide reasonable but not absolute assurance against 

material misstatement or loss. 

The Group’s Audit and Risk Assessment division regularly reports on compliance with internal financial controls 

and procedures to the Audit Committee. It also ensures that the recommendations to improve controls are followed 

through by management. 

Relationship with the External Auditors 

The Board has always maintained a professional and transparent relationship with the External Auditors in seeking 

their professional advice through the Audit Committee. 

The role of the Audit Committee in relation to the External Auditors is described on pages 3 to 6 of this Annual 

Report. 

Statement on Internal Control 

The Statement on Internal Control provides an overview of the Internal Control within the Group and is set out on 

page 7 of this Annual Report. 




RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS 

Dialogue between the Company and Investors 

The Company acknowledges the importance of transparency and accountability to its shareholders and as such 

maintains a constructive communication policy with its shareholders and investors through timely dissemination 

of information to ascertain that they are well informed of any major developments of the Group. 

In addition to the Company’s compliances with the continuing disclosure and announcement obligations contained in 

the Listing Requirements of Bursa Securities, shareholders and investors are kept informed of the Group’s progress 

through the provision of Annual Report, quarterly financial results, announcements to Bursa Securities and in the 

circulars to shareholders. 

The Group has also established a website www.dfzcapital.com.my from which shareholders can access information 

on the operations and activities of the Group. 

Annual and Extraordinary General Meeting 

The Board holds the view that the AGM serves as the primary means of communicating with its shareholders. At 

each AGM, the Board presents the progress and performance of the Group’s businesses as contained in the Annual 

Report and encourages shareholders to participate in the questions and answers session. The members of the 

Board and Board Committees are available to respond to the shareholders’ questions during the meeting. 

Extraordinary general meetings (“EGM”) are held as and when shareholders’ approvals are required on specific 

matters. Each item of special business included in the notice of the AGM and each item of the EGM are accompanied 

by an explanatory statement to facilitate full understanding and evaluation of issue involved. 

COMPLIANCE WITH THE BEST PRACTICES OF THE CODE 

The Group is in substantial compliance throughout the financial year with the Principles and Best Practices of the 

Code. 

This statement is made in accordance with a resolution of the Board of Directors dated 31 March 008. 



19

0 

Additional Compliance Information 

The information set out below is disclosed in compliance with the Listing Requirements of Bursa Malaysia Securities 

Berhad. 

STATUS OF UTILISATION OF PROCEEDS RAISED FROM CORPORATE PROPOSAL 

The status of the utilisation of Rights Issue proceeds are as follows: 



Balance 

Revised Actual yet to be 

utilisation utilisation utilised 

RM’000 RM’000 RM’000 

Repayment to Scheme Creditors (1) 1 ,100 1 ,100 – 

Repayment to essential creditors ( ) 10,000 10,000 – 

Working capital 37,44 37,44 – 

Establishment of new duty-free outlets 1 0 1 0 – 

Refurbishment and upkeep of existing duty-free outlets and 

hotel of the Group ,000 ,000 – 

Estimated fees relating to the Existing Restructuring Plan 

and/or Proposed Alternative Restructuring Plan 4,60 4,60 – 

Notes: 

66, 64 66, 64 – 

(1) In event that borrowings are taken to repay the Scheme Creditors prior to completion of the Rights Issue, 

such amount shall be used to repay the financial institution(s) from which the borrowings are taken. 

(2) Being payment of RM10.0 million to Majlis Bandaraya Johor Bahru, including the lease payments and additional 

lease and royalty payments for subsequent period. 

SHARE BUY-BACK 

During the financial year, on 4 June 007 and 3 December 007, the Company had purchased a total of 1, 00 of 

its issued ordinary shares from the open market at an average price of RM .03 per share. The total consideration 

paid for the purchase was RM ,468 comprising consideration paid amounting to RM ,440 and transaction costs 

of RM 8 and this was financed by internally generated funds. The shares purchased are being held as treasury 

shares in accordance with Section 67A of the Companies Act, 1965. No shares were resold or cancelled during 

the financial year. 

OPTIONS, WARRANTS OR CONVERTIBLE SECURITIES 

No options, warrants or convertible securities were issued during the financial year ended 31 December 007. 

During the financial year, a total of 3,056,969 irredeemable convertible preference shares series A (“ICPS-A”) were 

converted into 77,901 new ordinary shares of RM1.00 each at a conversion price of RM1.10 per new ordinary 

share which were satisfied by tendering the equivalent par value of ICPS-A for every one (1) new ordinary share. 

In addition, a total of 36,416,903 irredeemable convertible preference shares series B1 (“ICPS-B1”) were converted 

into 36,416,903 new ordinary shares of RM1.00 each by tendering one (1) unit of ICPS-B1 for conversion into new 

ordinary shares of RM1.00 each of which RM0.10 is paid-up and the remaining RM0.90 shall be paid up from the 

share premium reserve.

Additional Compliance Information (Cont’d) 

AMERICAN DEPOSITORY RECEIPT (“ADR”) OR GLOBAL DEPOSITORY RECEIPT (“GDR”) 

PROGRAMME 

During the financial year, the Company did not sponsor any ADR or GDR programme. 

SANCTIONS AND/OR PENALTIES 

There were no sanctions or penalties imposed on the Company and its subsidiaries, Directors or management by 

the relevant regulatory bodies during the financial year. 

NON-AUDIT FEES 

The amount of non-audit fees paid to the external auditors by the Group and the Company for the financial year 

ended 31 December 007 amounted to RM1 0,700 and RM13, 00 respectively. 

VARIATION IN RESULTS 

There were no material variations between the audited results for the financial year ended 31 December 007 and 

the unaudited results for the quarter ended 31 December 007 of the Group announced on 6 February 008. 

There was no profit forecast announced during the financial year. 

PROFIT GUARANTEE 

During the financial year, there was no profit guarantee given by the Company. 

MATERIAL CONTRACTS INVOLVING DIRECTORS’ AND MAJOR SHAREHOLDERS’ INTERESTS 

Save as disclosed below, there were no material contracts entered into by the Company and its subsidiaries involving 

Directors’ and major shareholders’ interests which were still subsisting as at the end of the financial year or if not 

then subsisting, entered into since the end of the previous financial year: 

(i) Kelana Megah Sdn. Bhd. (“KMSB”), a 85.3% owned subsidiary of DFZ Capital Berhad (“DFZ”) has entered into 

a Tenancy Agreement, Deed of Assignment and Power of Attorney with Naluri Corporation Berhad (“Naluri”), 

a substantial shareholder of DFZ, in respect of the leaseback of the duty free complex in Johor Bahru from 1 

December 004 onwards for a consideration of RM10.0 million per annum and upon the terms and conditions 

contained in the said Tenancy Agreement. 

(ii) KMSB has entered into various agreements with Tenggara Senandung Sdn. Bhd. (“TSSB”), a wholly-owned 

subsidiary of Naluri, for the rental and management of a shoplot, the ferry terminal together with the car parks all 

located at the duty free complex in Johor Bahru from 1 November 003 onwards for a total cash consideration 

of RM .4 million per annum and upon the terms and conditions contained in the said agreements. 

(iii) Cergasjaya Sdn. Bhd. and Cergasjaya Properties Sdn. Bhd., both wholly-owned subsidiaries of DFZ, have 

also entered into various agreements with TSSB for the management of the car parks located at the duty free 

complex in Bukit Kayu Hitam from 30 June 004 onwards for a total cash consideration of RM0. million per 

annum and upon the terms and conditions contained in the said agreements. 

REVALUATION POLICY ON LANDED PROPERTIES 

The Group has not adopted a policy of regular revaluation of such assets as permitted under the transitional 

provisions. 



1

Additional Compliance Information (Cont’d) 

RECURRENT RELATED PARTY TRANSACTION 

The summary of the Recurrent Related Party Transactions which have been entered by the Group during the financial 

year 007 are as follows:- 

Interested Transaction 

Name of subsidiary of DFZ Nature of transaction related party value 

RM’000 

Total sales to Emas Kerajang Sdn. Bhd. (“EKSB”) 

Winner Prompt Sdn. Bhd. Sale of duty free products Atlan Holdings 8,3 4 

Bhd. (“Atlan”) 

DFZ Duty Free Supplies Sdn. Bhd. Sale of duty free and duty paid Atlan 1,313 

products such as household 

items, gift items and toys 

Total purchases from EKSB 



9,637 

Cergasjaya Sdn. Bhd. Purchases of duty free products Atlan 15,411 

Jasa Duty Free Sdn. Bhd. Purchases of duty free products Atlan 1, 45 

DFZ Duty Free Supplies Sdn. Bhd. Purchases of duty free products Atlan 1,010 

Black Forest Golf And Country Purchases of duty free products Atlan ,4 4 

Club Sdn. Bhd. 

However, subsequent to year end, EKSB has become a wholly owned subsidiary of the Company. 

0,090

1. COMPOSITION 

Audit Committee Report 

The Audit Committee consists of three (3) members of the Board of Directors, the majority of whom are 

independent. The members are as follows: 

Mohamed Suhaimi bin Sulaiman (Chairman) : Independent Non-Executive Director 

Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah : Independent Non-Executive Director 

Wong Peng Yew : Executive Director 

Wong Peng Yew is a member of the Malaysian Institute of Accountants. 

2. TERMS OF REFERENCE 

The terms of reference of the Audit Committee are as follows: 

2.1 Objectives 

The principal objectives of the Audit Committee are to assist the Board of Directors (“the Board”) 

in discharging its statutory duties and responsibilities relating to accounting and financial reporting 

practices of the Company and its subsidiaries (“the Group”). In addition, the Audit Committee shall: 

(a) evaluate the quality of the audits performed by the internal and external auditors; 

(b) provide assurance that the financial information presented by management is relevant, reliable 

and timely; 

(c) oversee compliance with laws and regulations and observance of a proper code of conduct; 

and 

(d) determine the adequacy and effectiveness of the Group’s internal control environment and quality 

of the audits. 

2.2 Composition 

The Audit Committee shall be appointed by the Board from amongst the directors of the Company 

and shall consist of no fewer than three (3) members. A majority of the Audit Committee must be 

independent non-executive directors. No alternate director is to be appointed as a member of the Audit 

Committee. 

At least one (1) member of the Audit Committee: 

(a) must be a member of the Malaysian Institute of Accountants; or 

(b) if he is not a member of the Malaysian Institute of Accountants, he must have at least three (3) 

years’ working experience and: 

(i) he must have passed the examinations specified in Part I of the 1st Schedule of the 

Accountants Act, 1967; or 

(ii) he must be a member of one of the associations of accountants specified in Part II of the 

1st Schedule of the Accountants Act, 1967; or 

(c) fulfills such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad 

(“Bursa Securities”). 

The Chairman of the Audit Committee shall be appointed among the members of the Audit Committee 

who shall be an independent director. 

The definition of “independent director” shall have the meaning given in Chapter 1.01 of the Listing 

Requirements of Bursa Securities. 



3

4 

Audit Committee Report (Cont’d) 

2. TERMS OF REFERENCE (CONT’D) 

2.3 Meetings 

The Audit Committee shall hold at least four (4) regular meetings per year, with due notice of issues to 

be discussed, and shall record its conclusions in discharging its duties and responsibilities. In addition, 

the Chairman may call for additional meetings at any time at the Chairman’s discretion. 

The quorum for the Audit Committee meeting shall be the majority of members present whom must be 

independent directors. 

Upon the request of the external auditors, the Chairman of the Audit Committee shall convene a meeting 

of the Audit Committee to consider any matter the external auditors believe should be brought to the 

attention of the directors or shareholders. 

Notice of Audit Committee meetings shall be given to all the Audit Committee members unless the 

Audit Committee waives such requirement. 

The finance manager, the head of internal audit and representatives of the external auditors shall 

normally attend meetings. Other Board members and employees may attend meetings upon the 

invitation of the Audit Committee. However, the Audit Committee shall meet with the external auditors, 

the internal auditors or both, without other Board members and management present whenever deemed 

necessary. 

Questions arising at any meeting of the Audit Committee shall be decided by a majority of votes of the 

members present, and in the case of equality of votes, the Chairman of the Audit Committee shall have 

a second or casting vote. 

The Company Secretary shall be the secretary of the Audit Committee. 

2.4 Authority 

The Audit Committee shall, in accordance with a procedure to be determined by the Board and at the 

expense of the Company: 

(a) have explicit authority to investigate any matter within its terms of reference; 

(b) have the resources which are required to perform its duties; 

(c) have full and unrestricted access to any information pertaining to the Company; 

(d) have direct communication channels with the external auditors and person(s) carrying out the 

internal audit function or activity; 

(e) be able to obtain independent professional or other advice; and 

(f) be able to convene meetings with the external auditors, the internal auditors or both, excluding the 

attendance of other directors and employees of the Company, whenever deemed necessary. 

Where the Audit Committee is of the view that the matter reported by it to the Board has not been 

satisfactorily resolved resulting in a breach of the Listing Requirements, the Audit Committee shall 

promptly report such matter to Bursa Securities. 



2. TERMS OF REFERENCE (CONT’D) 

2.5 Duties and Responsibilities 

The duties and responsibilities of the Audit Committee are as follows: 

(a) To consider the appointment of the external auditors, the audit fee and any question of resignation 

or dismissal; 

(b) To discuss with the external auditors before the audit commences, the nature and scope of the 

audit, ensure co-ordination where more than one (1) audit firm is involved; 

(c) To review the quarterly and year-end financial statements before submission to the Board, focusing 

particularly on: 

• any changes to the accounting policies and practices; 

• significant adjustments arising from the audit; 

• the going concern assumption; and 

• compliance with accounting standards and other legal requirements. 

(d) To discuss problems and reservations arising from the interim and final audits, and any matter 

the auditors may wish to discuss (in the absence of management, where necessary); 

(e) To review the external auditors’ management letter and management’s response; 

(f) To do the following, in relation to the internal audit function: 

• review the adequacy of the scope, functions, competency and resources of the internal 

audit function, and that it has the necessary authority to carry out its work; 

• review the internal audit programme and results of the internal audit process and, where 

necessary, ensure that appropriate actions are taken on the recommendations of the internal 

audit function; 

• review any appraisal or assessment of the performance of members of the internal audit 

function; 

• approve any appointment or termination of senior staff members of the internal audit 

function; and 

• take cognisance of resignations of internal audit staff members and provide the resigning 

staff member an opportunity to submit his reasons for resigning. 

(g) To consider the major findings of internal investigations and management’s response; 

(h) To report its findings on the financial and management performance, and other material matters 

to the Board; 

(i) To review any related party transaction and conflict of interest situation that may arise within 

the Company or group including any transaction, procedure or course of conduct that raises 

questions of management’s integrity; 

(j) To review with the external auditors, their evaluation of the system of internal controls and their 

audit report; 

(k) To consider and make recommendations to the Board, to be put to shareholders for approval at 

the general meeting in relation to the appointment, re-appointment and removal of the Company’s 

external auditors; 

(l) To verify the allocation of share option scheme (“ESOS”) in compliance with the criteria as 

stipulated in the by-law of ESOS of the Company, if any; and 

(m) To consider and examine any other matters as defined by the Board from time to time. 

2.6 Reporting Procedures 


Minutes of each meeting shall be distributed to each member of the Audit Committee. The Audit 

Committee Chairman shall report on each meeting to the Board. 

The minutes of the Audit Committee meeting shall be signed by the Chairman of the meeting at which 

the proceedings were held or by the Chairman of the next succeeding meeting. 



5

6 


3. ATTENDANCE 

The Audit Committee met four (4) times during the financial year ended 31 December 007 and the attendance 

of the Directors for the meetings held during the year are as follows: 

Number of Number of 

Audit Committee meetings attended 

Directors meetings held by Directors 

Mohamed Suhaimi Bin Sulaiman 4 4 

Dato’ Paduka Syed Mansor Bin Syed Kassim Barakbah 4 4 

Wong Peng Yew 4 4 

4. ACTIVITIES OF THE AUDIT COMMITTEE DURING THE FINANCIAL YEAR 2007 

During the financial year ended 31 December 007, the Audit Committee carried out the following activities 

in the discharge of its functions and duties: 

• Reviewed and discussed the re-election of the external auditors of the Company before tabling to the 

shareholders for approval at the Annual General Meeting. 

• Reviewed with the external auditors their audit plan, audit approach and reporting requirements before 

the commencement of the audit. 

• Reviewed the quarterly and annual consolidated financial statements of the Group before submission 

to the Board for approval. 

• Reviewed any related party transactions that may arise within the Group or Company. 

• Reviewed with the external auditors their audit findings and approved for adoption their 

recommendations. 

• Reviewed the internal audit programme, considered the major findings of the internal audit programme 

and management’s response and ensure appropriate action was taken. 

5. INTERNAL AUDIT FUNCTION 

The Audit Committee is supported by an independent and adequately resourced internal audit function. 

The Committee is aware of the fact that an independent and adequately resourced internal audit function is 

essential to assist in obtaining the assurance it requires regarding the effectiveness of the internal control. 

The main role of the internal audit function is to review the effectiveness of the system of internal control. This 

is performed with impartiality, proficiency and due professional care. 

During the financial year, the internal audit activities have been carried out according to the internal audit plan 

which has been approved by the Audit Committee. 

This report is made in accordance with a resolution of the Board of Directors dated 31 March 008. 



Statement on Internal Control 

The Board assumes the responsibilities for the Group’s system of internal control and for reviewing the adequacy 

and integrity of those systems. However, such system is designed to manage the risk of failure to achieve business 

objectives, and provide reasonable and not absolute assurance against material misstatement or loss. 

In compliance with the Listing Requirements of the Bursa Malaysia Securities Berhad in the annual reports and the 

publication of guidance for directors on internal control, “Statement on Internal Control: Guidance for Directors 

of Public Listed Companies”, the Board confirms that there is an ongoing process for identifying, evaluating and 

managing the significant risks faced by the Group and this has been in place for the financial year and up to the 

date of approval of the annual report and financial statements. 

The Board further confirms that this process is regularly reviewed by the Board and accords with the guidance. 

The Group’s system of internal control is maintained to achieve the following objectives: 

• Safeguard the shareholders’ interest and assets of the Group. 

• Ensure the achievement of financial and operational objectives. 

• Ensure compliance with regulatory requirements. 

• Identify and manage risks affecting the Group. 

Salient features of the framework of internal control system of the Group are as follows: 

• The management and organisation structure are well defined, with clear line of responsibilities and delegation 

of authorities. 

• Key responsibilities are properly segregated in achieving a proper check and balance review and approval 

process. 

• Executive Directors and heads of divisions meet regularly to discuss operational, corporate, financial and key 

management issues. 

• The Board continuously assesses the key business risks with the help of the Audit Committee and external 

professionals. 

• Financial results are reviewed quarterly by the Board and the Audit Committee. 

• Internal control policies and procedures are properly documented and communicated to all staff members. 

• Through the internal audit process, the effectiveness of internal control policies and procedures are subject 

to continuous assessments, reviews and improvements. 

• Effective reporting system to ensure timely generation of financial information for management review. 

The Directors are of the opinion that the existing system of internal control is adequate in achieving the above 

objectives. 

This statement is made in accordance with a resolution of the Board of Directors dated 31 March 008. 

The external auditors have reviewed the Statement on Internal Control as required by paragraph 15. 4 of the Listing 

Requirements of Bursa Malaysia Securities Berhad. Their review was performed in accordance with Recommended 

Practice Guide 5 issued by the Malaysian Institute of Accountants. 



7

8 

Corporate Social Responsibility 

The Board of Directors of DFZ Capital Berhad recognise the importance of balancing the interest of all or key 

stakeholders – our customers, our shareholders, our employees, our suppliers and the communities in which we 

work. We see the need for corporate social responsibility (“CSR”) as an integral part of the whole operations and 

a key factor in our continued growth and success of the businesses of the Group. The CSR initiatives undertaken 

by the Group is summarised below. 

COMMUNITY 

We encourage all our businesses to support the particular needs of their communities by contributing to local 

charities and community initiatives. Support takes the form of employees’ time and skill, gifts in kind and cash 

donations. In 007, we continued to support education and welfares in our local communities and one of the 

significant contributions was for the Johor Flood effort in early 007. In addition to financial contribution to the 

effort, the Group also contributed in kind when the employees volunteered their services one weekend to assist in 

the clean up and distribution of food and essentials to the flood victims. The Group will continue to support and 

encourage all our employees and businesses to find new ways of helping their communities. 

WORKPLACE 

The Group aims to attract, retain and motivate the highest calibre of employees within the operating structure 

that encourages their contribution and development, considers its human resource as its most valuable asset, 

and thus, ensures that it is well taken care of. The employees have access to trainings (internal and external) for 

their continuous improvement and development so as to help our employees prepare for new initiatives, as well as 

equipping them with the very best customer service skills. In addition, health and safety awareness programs and 

sports activities were held to encourage employees to lead a healthy lifestyle. The Group also organised annual 

dinners and festive celebrations for its employees. 

ENVIRONMENT 

Good environment practice and the impact that our operations have on the environment are of great importance to 

the Group. We undertook several initiatives in preserving the environment, including reducing the usage of paper via 

electronic communication and recycling paper and closely monitor energy consumption such as replacing existing 

equipments with more energy efficient and fitting temperature control devices. 

MARKETPLACE 

The Group ensures that its operations are in line with the best practices guidelines set in the Code of Corporate 

Governance. All activities are conducted at arms length and do not favour any single party. The Group had carried 

out extensive refurbishment and improvement to the shopping floors such as brighter environment and clearer 

layout making stores easier to navigate. Our aim is to make shopping environment as convenient and pleasant for 

our customers. 

Corporate social responsibility is an on-going process, and the Group is committed to continue its efforts to ensure 

that it makes a difference to the society and world at large. 



2007 

fi nancial statements 

Directors’ Report ................................................... 30 

Statement By Directors ......................................... 34 

Statutory Declaration ............................................. 34 

Report Of The Auditors ......................................... 35 

Income Statements ............................................... 36 

Balance Sheets ..................................................... 37 

Consolidated Statement Of Changes In Equity .... 39 

Company Statement Of Changes In Equity .......... 40 

Cash Flow Statements .......................................... 41 

Notes To The Financial Statements ....................... 44 



9

30 

Directors’ Report 

The directors have pleasure in presenting their report together with the audited financial statements of the Group 

and of the Company for the financial year ended 31 December 007. 

PRINCIPAL ACTIVITIES 

The principal activity of the Company is investment holding. 

The principal activities of the subsidiaries are described in Note 17 to the financial statements. 

There have been no significant changes in the nature of these principal activities during the financial year, other 

than as disclosed in Note 17 to the financial statements. 

RESULTS 



GROUP COMPANY 

RM’000 RM’000 

Profit for the year 18,566 16,391 

Attributable to: 

Equity holders of the Company 18,310 16,391 

Minority interests 56 – 

18,566 16,391 

There were no material transfers to or from reserves or provisions during the financial year other than as disclosed 

in the financial statements. 

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial 

year were not substantially affected by any item, transaction or event of a material and unusual nature other than 

as disclosed in the financial statements. 

DIVIDENDS 

The amounts of dividends paid by the Company since 31 December 006 were as follows: 

In respect of the financial year ended 31 December 006: 

RM’000 

Interim dividend of % less 7% taxation on 113,198,750 ordinary shares, 

paid on 8 March 007 1,653 

Final dividend of 6% less 7% taxation on 113, 7,5 1 ordinary shares, 

paid on 8 August 007 4,959 

6,61

DIVIDENDS (CONT’D) 

In respect of the financial year ended 31 December 007: 

RM’000 

Dividend of 1. 6 sen less 7% taxation on 36,459,703 ICPS-B1 and 

ICPS-B respectively, paid on 7 December 007 671 

Interim dividend of 4% less 6% taxation on 149,891, 54 

ordinary shares, paid on 11 January 008 4,440 

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 

007, of 4% less 6% taxation on 150,000,000 ordinary shares, amounting to a dividend payable of RM4,440,000 

( .96 sen net per ordinary share) will be proposed for shareholders’ approval. The financial statements for the 

current financial year do not reflect this proposed dividend. Such dividend, if approved by the shareholders, will be 

accounted for in equity as an appropriation of retained earnings in the financial year ending 31 December 008. 

DIRECTORS 

The names of the directors of the Company in office since the date of the last report and at the date of this report 

are: 

Dato’ Ong Kar Beau * 

Dato’ Sri Khalid Bin Mohamad Jiwa 

Wong Peng Yew # 

Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah * ^ # 

Mohamed Suhaimi bin Sulaiman * ^ # 

Mohd Kamarudin bin Haron ^ 

Tan Sri Dato’ Seri Megat Junid bin Megat Ayob (Deceased on 24 January 2008) 

^ Members of Nomination Committee 

* Members of Remuneration Committee 

# Members of Audit Committee 

DIRECTORS’ BENEFITS 

Directors’ Report (Cont’d) 

Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which 

the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in 

or debentures of the Company or any other body corporate. 

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other 

than benefits included in the aggregate amount of emoluments received or due and receivable by the directors 

or the fixed salary of a full-time employee of the Company and its related corporations as shown in Note 6 to the 

financial statements) by reason of a contract made by the Company or a related corporation with any director or 

with a firm of which he is a member, or with a company in which he has a substantial financial interest, except for 

those benefits which may be deemed to have arisen by virtue of those contracts, agreements and transactions 

(either as a supplier, agent, customer or contractor) in respect of trading and other services entered into in the 

ordinary course of business between the Company and its subsidiaries and companies in which the directors are 

deemed to have an interest, except as disclosed in Note 33 to the financial statements. 

5,111 



31

3 


DIRECTORS’ INTERESTS 

According to the register of directors’ shareholdings, none of the directors in office at the end of the financial year 

have any interest in shares in the Company and its related corporations during the financial year. 

ISSUE OF SHARES 

During the financial year, the Company completed its conversion of 3,056,911 ICPS-A to 77,901 ordinary shares 

on a piece meal basis by way of surrendering equivalent par value of the ICPS-A to satisfy the conversion price 

of RM1.10 of the ordinary shares; and conversion of 36,416,903 ICPS-B1 to 36,416,903 ordinary shares on piece 

meal basis by way of tendering (1) unit of ICPS-B1 for conversion into (1) unit of new ordinary shares of which 

RM0.10 is paid up. The remaining RM0.90 was paid up from the share premium reserve of the Company to satisfy 

the conversion price of RM1.00 per ordinary share. 

TREASURY SHARES 

During the financial year, the Company repurchased 1,000 and 00 of its issued ordinary shares from the open 

market at an average price of RM1.50 and RM4.70 per share respectively. The total consideration paid for the 

repurchase including transaction costs was RM ,468. The shares repurchased are being held as treasury shares 

in accordance with Section 67A of the Companies Act, 1965. 

As at 31 December 007, the Company held as treasury shares a total of 1 ,800 of its 149,895,155 issued ordinary 

shares. Such treasury shares are held at a carrying amount of RM 0,814 and further relevant details are disclosed 

in Note to the financial statements. 

EMPLOYEE SHARE OPTIONS SCHEME (“ESOS”) 

The Company’s Employee Share Options Scheme (“ESOS”) is governed by the by-laws approved by the shareholders 

at an Extraordinary General Meeting held on 8 April 003 and 1 September 004. 

The salient features and other terms of the ESOS are disclosed in Note (b) to the financial statements. 

There are no ESOS granted during the financial year. 

OTHER STATUTORY INFORMATION 

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the 

directors took reasonable steps: 

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making 

of provision for doubtful debts and satisfied themselves that all known bad debts had been written 

off and that adequate provision had been made for doubtful debts in the financial statements of the 

Group. The directors were also satisfied themselves that there were no known bad debts and that no 

provision for doubtful debts was necessary in the financial statements of the Company; and 

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting 

records in the ordinary course of business had been written down to an amount which they might be 

expected so to realise. 



OTHER STATUTORY INFORMATION (CONT’D) 

(b) At the date of this report, the directors are not aware of any circumstances which would render: 

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial 

statements of the Group inadequate to any substantial extent nor are they aware of any circumstances 

which would render it necessary to write off any bad debts or the amount of the provision for doubtful 

debts inadequate to any substantial extent in respect of the financial statements of the Company; 

and 

(ii) the values attributed to the current assets in the financial statements of the Group and of the Company 

misleading. 

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would 

render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company 

misleading or inappropriate. 

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this 

report or financial statements of the Group and of the Company which would render any amount stated in 

the financial statements misleading. 

(e) As at the date of this report, there does not exist: 

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial 

year which secures the liabilities of any other person; or 

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial 

year. 

(f) In the opinion of the directors: 

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the 

period of twelve months after the end of the financial year which will or may affect the ability of the 

Group or of the Company to meet their obligations when they fall due; and 

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the 

end of the financial year and the date of this report which is likely to affect substantially the results of 

the operations of the Group or of the Company for the financial year in which this report is made. 

SIGNIFICANT AND SUBSEQUENT EVENTS 

Details of the subsequent events are disclosed in Note 36 to the financial statements. 

AUDITORS 

The auditors, Ernst & Young, have expressed their willingness to continue in office. 


Signed on behalf of the Board in accordance with a resolution of the directors dated 31 March 008. 

DATO’ ONG KAR BEAU WONG PENG YEW 



33

34 

Statement by Directors 

pursuant to Section 169 (15) of the Companies Act, 1965 

We, DATO’ ONG KAR BEAU and WONG PENG YEW, being two of the directors of DFZ CAPITAL BERHAD, do 

hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 36 to 10 

are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting 

Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as 

at 31 December 007 and of the results and the cash flows of the Group and of the Company for the year then 

ended. 

Signed on behalf of the Board in accordance with a resolution of the directors dated 31 March 008. 

DATO’ ONG KAR BEAU WONG PENG YEW 

Statutory Declaration 

pursuant to Section 169 (16) of the Companies Act, 1965 

I, WONG PENG YEW, being the director primarily responsible for the financial management of DFZ CAPITAL 

BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out on pages 36 to 

10 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true 

and by virtue of the provisions of the Statutory Declarations Act, 1960. 

Subscribed and solemnly declared by 

the abovenamed WONG PENG YEW 

at Kuala Lumpur in the Federal Territory 

on 31 March 008: WONG PENG YEW 

Before me, 

Ahmad bin Laya 

No: W 59 

Commissioner for Oaths 



Report of the Auditors 

to the members of DFZ Capital Berhad (Incorporated in Malaysia) 

We have audited the financial statements set out on pages 36 to 10 . These financial statements are the responsibility 

of the Company’s directors. 

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report 

our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. 

We do not assume responsibility to any other person for the content of this report. 

We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards 

require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements 

are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts 

and disclosures in the financial statements. An audit also includes assessing the accounting principles used and 

significant estimates made by the directors, as well as evaluating the overall presentation of the financial statements. 

We believe that our audit provides a reasonable basis for our opinion. 

In our opinion: 

(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies 

Act, 1965 and applicable Financial Reporting Standards in Malaysia so as to give a true and fair view of: 

(i) the financial position of the Group and of the Company as at 31 December 007 and of the results and 

the cash flows of the Group and of the Company for the year then ended; and 

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial 

statements; and 

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its 

subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions 

of the Act. 

We have considered the financial statements and the auditors’ reports thereon of the subsidiaries of which we have 

not acted as auditors, as indicated in Note 17 to the financial statements, being financial statements that have been 

included in the consolidated financial statements. 

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial 

statements of the Company are in form and content appropriate and proper for the purposes of the preparation 

of the consolidated financial statements and we have received satisfactory information and explanations required 

by us for those purposes. 

The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did 

not include any comment required to be made under Section 174(3) of the Act. 

Ernst & Young George Koshy 

AF: 0039 No. 1846/07/09(J) 

Chartered Accountants Partner 

Penang, Malaysia 

Date: 31 March 008 



35

36 

Income Statements 

for the year ended 31 December 007 



GROUP COMPANY 

Note 2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Revenue 3 304,97 75,930 5,580 1,980 

Other income 4 11,61 11,455 107 78 

Changes in inventories and 

development properties ,793 9,709 – – 

Depreciation (4, 81) (4,048) – – 

Inventories purchased and materials 

consumed (183,509) (175,687) – – 

Maintenance expenses (4, 49) (3,385) – – 

Plant and equipment written off (148) ( ,5 6) – – 

Professional fees ( ,666) ( ,084) (1,505) (1,541) 

Provision for doubtful debts (990) (363) – – 

Provision for doubtful debts written back 3 4 – – 

Rental of premises ( 5,383) ( 4,030) (4) (6) 

Royalty expenses (944) (3,197) – – 

Employee benefits expense 5 (34,560) (34,387) – – 

Waiver of debts 7 4,837 – – – 

Write-down of inventories ( ,0 1) (116) – – 

Utilities (9, 6) (9, 04) – ( ) 

Other operating expenses 8 ( 6,197) (17,3 ) (6 8) (64 ) 

Operating profit 30,043 0,769 3,550 67 

Finance costs 9 (3,018) ( ,431) (348) (343) 

Profit/(loss) before tax 7,0 5 18,338 3, 0 ( 76) 

Income tax expense 10 (8,459) (5,303) (6,811) (408) 

Profit/(loss) for the year 18,566 13,035 16,391 (684) 

Attributable to: 

Equity holders of the Company 18,310 1 ,956 16,391 (684) 

Minority interests 56 79 – – 

Earnings per share attributable 

to equity holders of the 

Company (sen): 

Basic, for profit for the year 11(a) 15.97 11.45 

Diluted, for profit for the year 11(b) 8.71 6.16 

The accompanying notes form an integral part of the financial statements. 

18,566 13,035 16,391 (684)

ASSETS 

GROUP COMPANY 

Note 2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

(restated) (restated) 

Non-current assets 

Property, plant and equipment 13 66,357 78,03 – – 

Land held for property development 14 1 ,97 1 ,97 – – 

Biological assets 15 1,400 – – – 

Prepaid land lease payments 16 5,977 6, 14 – – 

Investments in subsidiaries 17 – – 0,000 0,000 

Other receivables 18 870 1,1 3 – – 

87,576 98,341 0,000 0,000 

Current assets 

Inventories 19 38,11 35,455 – – 

Tax recoverable 378 141 57 80 

Trade and other receivables 18 39,419 34,100 81,084 50,81 

Marketable securities 0 – 11,947 – – 

Cash and bank balances 1 51,437 3, 60 104 10,175 

1 9,346 104,903 81, 45 61,067 

TOTAL ASSETS 16,9 03, 44 101, 45 81,067 

EQUITY AND LIABILITIES 

Balance Sheets 

as at 31 December 007 

Equity attributable to equity 

holders of the Company 

Share capital: 

Ordinary shares 149,895 113, 00 149,895 113, 00 

Preference shares 7,3 1 11, 68 7,3 1 11, 68 

157, 16 1 4,468 157, 16 1 4,468 

Reserves: 

Share premium 68,655 101,403 68,655 101,403 

Treasury shares ( 1) (18) ( 1) (18) 

Foreign currency translation reserve 3 91 7 – – 

Accumulated losses (110,566) (117,8 4) ( 05,160) ( 10,499) 

115,375 108, 56 0,690 15,354 

Minority interests 4 976 7 0 – – 

Total equity 116,351 108,976 0,690 15,354 



37

38 

Balance Sheets (Cont’d) 




GROUP COMPANY 

Note 2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

(restated) (restated) 

Non-current liabilities 

Borrowings 5 4,614 369 4,000 – 

Deferred tax liabilities 7 954 1,000 – – 

5,568 1,369 4,000 – 

Current liabilities 

Provisions 8 547 568 – – 

Borrowings 5 19,707 30,087 15,831 7,481 

Trade and other payables 9 51,765 60,140 40,7 4 38, 3 

Income tax payable ,984 ,104 – – 

75,003 9 ,899 56,555 65,713 

Total liabilities 100,571 94, 68 80,555 65,713 

TOTAL EQUITY AND LIABILITIES 16,9 03, 44 101, 45 81,067 

The accompanying notes form an integral part of the financial statements.

Consolidated Statement of Changes in Equity 

 

 

Foreign 

Currency 

Ordinary Preference Share Translation Treasury Accumulated Minority Total 

Shares Shares Premium Reserve Shares Losses Total Interests Equity 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

At 1 January 2006 113,048 11,436 100,63 51 (16) (130,780) 94,571 641 95, 1 

Disposal of subsidiary (Note 17 (c)) – – – ( 4) – – ( 4) – ( 4) 

Profit for the year – – – – – 1 ,956 1 ,956 79 13,035 

Total recognised income and 

expense for the year – – – ( 4) – 1 ,956 1 ,93 79 13,011 

Reversal of tax on Irredeemable 

Convertible of preference shares 

(“ICPS”) dividend (Note .5) – – 755 – – – 755 – 755 

Conversion of preference shares 15 (168) 16 – – – – – – 

Purchase of treasury shares – – – – ( ) – ( ) – ( ) 

At 31 December 2006 113, 00 11, 68 101,403 7 (18) (117,8 4) 108, 56 7 0 108,976 

Foreign currency translation, 

representing net expense 

recognised directly in equity – – – (136) – – (136) – (136) 

Profit for the year – – – – – 18,310 18,310 56 18,566 

Total recognised income and 

expense for the year – – – (136) – 18,310 18,174 56 18,430 

Conversion of preference shares 36,695 (3,947) (3 ,748) – – – – – – 

Purchase of treasury shares – – – – (3) – (3) – (3) 

Dividends – – – – – (11,05 ) (11,05 ) – (11,05 ) 

At 31 December 2007 149,895 7,3 1 68,655 91 ( 1) (110,566) 115,375 976 116,351 





39

40 

Company Statement of Changes in Equity 




 

Ordinary Preference Share Treasury Accumulated Total 

Shares Shares Premium Shares Losses Equity 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

At 1 January 2006 113,048 11,436 100,63 (16) ( 09,815) 15, 85 

Issue of ordinary shares 

Conversion of preference shares 15 (168) 16 – – – 

Purchase of treasury shares – – – ( ) – ( ) 

Reversal of tax on Irredeemable 

Convertible Preference Shares 

(“ICPS”) dividend – – 755 – – 755 

Loss for the year, representing total 

recognised income and expense 

for the year – – – – (684) (684) 

At 31 December 2006 113, 00 11, 68 101,403 (18) ( 10,499) 15,354 

Conversion of preference shares 36,695 (3,947) (3 ,748) – – – 

Purchase of treasury shares – – – (3) – (3) 

Profit for the year, representing total 

recognised income and expense 

for the year – – – – 16,391 16,391 

Dividends – – – – (11,05 ) (11,05 ) 

At 31 December 2007 149,895 7,3 1 68,655 ( 1) ( 05,160) 0,690 

The accompanying notes form an integral part of the financial statements.

CASH FLOWS FROM OPERATING 

ACTIVITIES 

Cash Flow Statements 


GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Profit/(loss) before tax 7,0 5 18,338 3, 0 ( 76) 

Adjustments for: 

Amortisation of prepaid land lease payments 37 300 – – 

Bad debts written off 13 9 – – 

Deposit forfeited (4 ) (31) – – 

Deposit written off – 1 – – 

Depreciation 4, 81 4,048 – – 

Dividend income ( 00) (440) ( 5,580) (1,980) 

Gain on disposal of marketable securities ( 60) (363) – – 

Intangible assets written off 879 – – – 

Loss on dissolution of subsidiary (Note 17(b)) – 61 – – 

Gain on disposal of property, plant 

and equipment ( 7 ) (37) – – 

Write-down of inventories ,0 1 116 – – 

Inventories written off 381 589 – – 

Finance costs 3,018 ,431 348 343 

Interest income (669) (880) (107) ( 78) 

Plant and equipment written off 148 ,5 6 – – 

Provision for doubtful debts 990 363 – – 

Provision for doubtful debts written back (3) ( 4) – – 

Provision for liquidated ascertained damages 67 – – – 

Provision of contribution cost written back – (1,134) – – 

Provision for short term accumulating 

compensated absences (175) (48) – – 

Reversal of write-down of inventories ( ) (8) – – 

Reversal of impairment losses for property, 

plant and equipment (551) ( ,6 ) – – 

Net unrealised foreign exchange gains (77) ( 6) – – 

Waiver of debts (4,837) – – – 

Operating profit/(loss) before working 

capital changes 31,95 3, 09 ( ,137) ( ,191) 

Decrease/(increase) in trade and other 

receivables ,101 4,878 ( ,369) 111 

Increase in inventories (5,038) (9,9 1) – – 

Increase in prepaid land lease payments – (319) – – 

(Increase)/decrease in trade and other payables (1,831) 4,493 (1, 89) 1, 57 

Cash generated from/(used in) operations 7,184 ,340 (5,795) (8 3) 

Interest paid (3,440) (1,388) (70) - 

Taxes paid (7,349) (5, 56) (4 ) (1 8) 

Net cash generated from/(used in) 

operating activities 16,395 15,696 (5,907) (951) 



41

4 

Cash Flow Statements (Cont’d) 


CASH FLOWS FROM INVESTING 

ACTIVITIES 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Additions of biological assets (1,400) – – – 

Interest received 669 880 107 78 

Dividends received 189 383 18,673 – 

Investment in marketable securities (1) (11,954) – – 

Proceeds from disposal of marketable securities 1 , 08 14,991 – – 

Proceeds from disposal of property, plant 

and equipment ,300 439 – – 

Proceeds from dissolution of subsidiary 

(Note 17(b)) – (3) – – 

Purchase of property, plant and equipment 

(Note A) (4, 5 ) ( 1,34 ) – – 

Net cash generated from/(used in) 

investing activities 9,713 (16,606) 18,780 78 

CASH FLOWS FROM FINANCING 

ACTIVITIES 

Proceeds from term loan 40,888 – – – 

Repayment of term loan ( 7,481) – ( 7,481) – 

Changes in amount due to ultimate 

holding company (3,819) (4, 64) – – 

Changes in amount due to/from subsidiaries – – ( 8,009) (555) 

(Increase)/decrease in fixed deposits ( , 49) 1,357 – – 

Proceeds from other short term borrowing – 1,690 – – 

Purchase of treasury shares ( ) ( ) ( ) ( ) 

Proceeds from borrowings – – 39,831 – 

Repayment of hire purchase and lease financing (170) (65) – – 

Dividend paid: 

- preference shares (671) – (671) – 

- ordinary shares (6,61 ) (661) (6,61 ) (661) 

Net cash used in financing activities (116) (1,945) ( ,944) (1, 18) 

NET INCREASE/(DECREASE) IN 

CASH AND CASH EQUIVALENTS 5,99 ( ,855) (10,071) (1,891) 

EFFECTS OF FOREIGN EXCHANGE 

RATE CHANGES (64) 1 – – 

CASH AND CASH EQUIVALENTS AT 

BEGINNING OF YEAR 18, 06 1,049 10,175 1 ,066 

CASH AND CASH EQUIVALENTS AT 

END OF YEAR (NOTE 21) 44,134 18, 06 104 10,175

A. Purchase of property, plant and equipment 

During the financial year, the Group acquired property, plant and equipment with an aggregate cost of 

RM4,748,000 ( 006: RM 1,654,000) by the following means: 

GROUP 

2007 2006 

RM’000 RM’000 

Cash payment 4, 5 1,34 

Hire purchase and finance lease payables 496 31 


Cash Flow Statements (Cont’d) 


4,748 1,654 



43

44 

Notes to the Financial Statements 

31 December 007 

1. CORPORATE INFORMATION 

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on 

the Main Board of Bursa Malaysia Securities. The registered office of the Company is located at Wisma Atlan, 

No. 8, Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang. 

The holding and ultimate holding company of the Company is Naluri Corporation Berhad, which is incorporated 

in Malaysia and produces financial statements available for public use. Subsequent to the year end, Atlan 

Holdings Bhd. became the ultimate holding company of the Company. 

The principal activity of the Company is investment holding. The principal activities of the subsidiaries are 

described in Note 17. There have been no significant changes in the nature of the principal activities during 

the financial year. 

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution 

of the directors on 31 March 008. 

2. SIGNIFICANT ACCOUNTING POLICIES 

2.1 BASIS OF PREPARATION 

The financial statements comply with the provisions of the Companies Act, 1965 and applicable Financial 

Reporting Standards in Malaysia. 

The financial statements of the Group and of the Company have also been prepared on a historical 

basis, unless otherwise stated in the accounting policies below. 

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest 

thousand (RM’000) except when otherwise indicated. 

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES 

(a) Subsidiaries and Basis of Consolidation 

i. Subsidiaries 



Subsidiaries are entities over which the Group has the ability to control the financial and 

operating policies so as to obtain benefits from their activities. The existence and effect 

of potential voting rights that are currently exercisable or convertible are considered when 

assessing whether the Group has such power over another entity. 

In the Company’s separate financial statements, investments in subsidiaries are stated at 

cost less impairment losses. On disposal of such investments, the difference between net 

disposal proceeds and their carrying amounts is included in profit or loss. 

ii. Basis of Consolidation 

The consolidated financial statements comprise the financial statements of the Company 

and its subsidiaries as at the balance sheet date. The financial statements of the subsidiaries 

are prepared for the same reporting date as the Company. 

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group 

obtains control, and continue to be consolidated until the date that such control ceases. 

In preparing the consolidated financial statements, intragroup balances, transactions 

and unrealised gains or losses are eliminated in full. Uniform accounting policies are 

adopted in the consolidated financial statements for like transactions and events in similar 

circumstances.

Notes to the Financial Statements (Cont’d) 

2. SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 

2.2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONT’D) 

(a) Subsidiaries and Basis of Consolidation (Cont’d) 

ii. Basis of Consolidation (Cont’d) 

(b) Goodwill 


Acquisitions of subsidiaries are accounted for using the purchase method. The purchase 

method of accounting involves allocating the cost of the acquisition to the fair value of the 

assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. 

The cost of an acquisition is measured as the aggregate of the fair values, at the date of 

exchange, of the assets given, liabilities incurred or assumed, and equity instruments 

issued, plus any costs directly attributable to the acquisition. 

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the 

identifiable assets, liabilities and contingent liabilities represents goodwill. Any excess of 

the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent 

liabilities over the cost of acquisition is recognised immediately in profit or loss. 

Minority interests represent the portion of profit or loss and net assets in subsidiaries not 

held by the Group. 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 then. 

Goodwill acquired in a business combination is initially measured at cost being the excess of 

the cost of business combination over the Group’s interest in the net fair value of the identifiable 

assets, liabilities and contingent liabilities. Following the initial recognition, goodwill is measured 

at cost less any accumulated impairment losses. Goodwill is not amortised but instead, it is 

reviewed for impairment, annually or more frequently if events or changes in circumstances 

indicate that the carrying value may be impaired. Gains and losses on the disposal of an entity 

include the carrying amount of goodwill relating to the entity sold. 

(c) Property, Plant and Equipment and Depreciation 

All items of property, plant and equipment are initially recorded at cost. 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 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. 

Subsequent to recognition, property, plant and equipment except for certain freehold and leasehold 

lands and buildings are stated at cost less accumulated depreciation and any accumulated 

impairment losses. 

Certain freehold land and buildings are stated at revalued amount, which is the fair value at the 

date of the revaluation less any accumulated impairment losses. Fair value is determined from 

market-based evidence by appraisal that is undertaken by professionally qualified valuers. The 

land and buildings of the Group have not been revalued since they were first revalued in 1991. 

The directors have not adopted the policy of regular revaluations of such assets thereafter, as 

permitted under the transitional provisions. Any revaluation surplus is credited to the revaluation 

reserve included within equity, except to the extent that it reverses a revaluation decrease for 

the same asset previously recognised in profit or loss, in which case the increase is recognised 

in profit or loss to the extent of the decrease previously recognised. A revaluation deficit is first 

offset against unutilised previously recognised revaluation surplus in respect of the same asset 

and the balance is thereafter recognised in profit or loss. Upon disposal or retirement of an 

asset, any revaluation reserve relating to the particular asset is transferred directly to retained 

earnings. 



45

46 





(c) Property, Plant and Equipment and Depreciation (Cont’d) 

Freehold land has an unlimited useful life and therefore is not depreciated. Capital-work-inprogress, 

which comprise the refurbishment and renovation of building and land improvements 

are also not depreciated as these assets are not available for use. Depreciation of other property, 

plant and equipment is provided for on a straight-line basis to write off the cost of each asset to 

its residual value over the estimated useful life, at the following annual rates: 

Buildings over 9 to 99 years 

Golf course over 60 years 

Furniture and fittings 5% - 0% 

Electrical installations and air conditioner 5% - 0% 

Plant, office equipment and computer 5% - 0% 

Crockery, kitchenware, linen and uniform for hotel operations 0% 

Motor vehicles 0% 

Renovations 5% - 10% 

The residual values, useful life and depreciation method are reviewed at each financial year 

end to ensure that the amount, method and period of depreciation are consistent with previous 

estimates and the expected pattern of consumption of the future economic benefits embodied 

in the items of property, plant and equipment. 

An item of property, plant and equipment is derecognised upon disposal or when no future 

economic benefits are expected from its use or disposal. The difference between the net disposal 

proceeds, if any and the net carrying amount is recognised in profit or loss and the unutilised 

portion of the revaluation surplus on that item is taken directly to retained earnings. 

(d) Investment Properties 

Investment properties are properties which are held either to earn rental income or for capital 

appreciation or for both. Such properties are measured initially at cost, including transaction 

costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated 

depreciation and any accumulated impairment losses. 

A property interest under an operating lease is classified and accounted for as an investment 

property on a property-by-property basis when the Group holds it to earn rentals or for capital 

appreciation or both. Any such property interest under an operating lease classified as an 

investment property is carried at cost less accumulated depreciation and any accumulated 

impairment losses. 

Investment properties are derecognised when either they have been disposed of or when the 

investment property is permanently withdrawn from use and no future economic benefit is 

expected from its disposal. Any gains or losses on the retirement or disposal of an investment 

property are recognised in profit or loss in the year in which they arise. 






(e) Land Held for Property Development and Property Development Costs 

i. Land Held for Property Development 


Land held for property development consists of land where no development activities have 

been carried out or where development activities are not expected to be completed within 

the normal operating cycle. Such land is classified within non-current assets and is stated 

at cost less any accumulated impairment losses. 

Land held for property development is reclassified as property development costs at the 

point when development activities have commenced and where it can be demonstrated 

that the development activities can be completed within the normal operating cycle. 

ii. Property Development Costs 

Property development costs comprise all costs that are directly attributable to development 

activities or that can be allocated on a reasonable basis to such activities. 

When the financial outcome of a development activity can be reliably estimated, property 

development revenue and expenses are recognised in the income statement by using the 

stage of completion method. The stage of completion is determined by the proportion that 

property development costs incurred for work performed to date bear to the estimated 

total property development costs. 

Where the financial outcome of a development activity cannot be reliably estimated, 

property development revenue is recognised only to the extent of property development 

costs incurred that is probable will be recoverable, and property development costs on 

properties sold are recognised as an expense in the year in which they are incurred. 

Any expected loss on a development project, including costs to be incurred over the defects 

liability period, is recognised as an expense immediately. 

Property development costs not recognised as an expense are recognised as an asset, 

which is measured at the lower of cost and net realisable value. 

The excess of revenue recognised in the income statement over billings to purchasers is 

classified as accrued billings within trade receivables and the excess of billings to purchasers 

over revenue recognised in the income statement is classified as progress billings within 

trade payables. 

(f) Biological Assets 

Expenditure incurred on new planting and the upkeep of trees to maturity is capitalised under 

plantation development expenditure, while replanting expenditure is charged to the income 

statement in the year in which the expenditure is incurred. Plantation development expenditure 

is amortised over the life of the plantings of 10 years. Amortisation commences upon maturity 

of the new plantings. 



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(g) Impairment of Non-financial Assets 

The carrying amounts of assets, other than investment property, property development costs, 

inventories, deferred tax assets and non-current assets (or disposal groups) held for sale, are 

reviewed at each balance sheet date to determine whether there is any indication of impairment. 

If any such indication exists, the asset’s recoverable amount is estimated to determine the amount 

of impairment loss. 

For goodwill, intangible assets that have an indefinite useful life and intangible assets that are not 

yet available for use, the recoverable amount is estimated at each balance sheet date or more 

frequently when indicators of impairment are identified. 

For the purpose of impairment testing of these assets, recoverable amount is determined on an 

individual asset basis unless the asset does not generate cash flows that are largely independent 

of those from other assets. If this is the case, recoverable amount is determined for the cashgenerating 

unit (CGU) to which the asset belongs to. Goodwill acquired in a business combination 

is, from the acquisition date, allocated to each of the Group’s CGUs, or groups of CGUs, that are 

expected to benefit from the synergies of the combination, irrespective of whether other assets 

or liabilities of the Group are assigned to those units or groups of units. 

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell 

and its value in use. In assessing value in use, the estimated future cash flows are discounted 

to their present value using a pre-tax discount rate that reflects current market assessments of 

the time value of money and the risks specific to the asset. Where the carrying amount of an 

asset exceeds its recoverable amount, the asset is considered impaired and is written down to its 

recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are 

allocated first to reduce the carrying amount of any goodwill allocated to those units or groups 

of units and then, to reduce the carrying amount of the other assets in the unit or groups of units 

on a pro-rata basis. 

An impairment loss is recognised in profit or loss in the year in which it arises, unless the asset is 

carried at a revalued amount, in which case the impairment loss is accounted for as a revaluation 

decrease to the extent that the impairment loss does not exceed the amount held in the asset 

revaluation reserve for the same asset. 

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. 

(h) Inventories 



Inventories are stated at the lower of cost and net realisable value. 

Cost comprises cost of purchase of inventories and is determined using the first-in, first-out 

method. The cost of unsold properties comprises cost associated with the acquisition of land, 

direct costs and appropriate proportions of common costs. 

Net realisable value is the estimated selling price in the ordinary course of business less the 

estimated costs of completion and the estimated costs necessary to make the sale.




(i) Financial Instruments 


Financial instruments are recognised in the balance sheet when the Group has become a party 

to the contractual provisions of the instrument. 

Financial instruments are classified as liabilities or equity in accordance with the substance of 

the contractual arrangement. Interest, dividends and gains and losses relating to a financial 

instrument classified as a liability, are reported as expense or income. Distributions to holders of 

financial instruments classified as equity are recognised directly in equity. Financial instruments 

are offset when the Group has a legally enforceable right to offset and intends to settle either on 

a net basis or to realise the asset and settle the liability simultaneously. 

i. Cash and Cash Equivalents 

For the purposes of the cash flow statements, cash and cash equivalents include cash on 

hand and at banks, deposit at call and short term highly liquid investments which have an 

insignificant risk of changes in value, net of outstanding bank overdrafts. 

ii. Other Non-current Investments 

Non-current investments other than investments in subsidiaries and investment properties 

are stated at cost less impairment losses. On disposal of an investment, the difference 

between the net disposal proceeds and its carrying amount is recognised in profit or 

loss. 

iii. Marketable Securities 

Marketable securities are carried at the lower of cost and market value, determined on 

an aggregate basis. Cost is determined on the first-in-first-out basis while market value 

is determined based on quoted market values. Increases or decreases in the carrying 

amount of marketable securities are recognised in profit or loss. On disposal of marketable 

securities, the difference between the net disposal proceeds and the carrying amount is 

recognised in profit or loss. 

iv. Receivables 

Receivables are carried at anticipated realisable values. Bad debts are written off when 

identified. An estimate is made for doubtful debts based on a review of all outstanding 

amounts as at the balance sheet date. 

v. Payables 

Payables are stated at the fair value of the consideration to be paid in the future for goods 

and services received. 

vi. Interest Bearing Loans and Borrowings 

All loans and borrowings are initially recognised at the fair value of the consideration received 

less directly attributable transaction costs. After initial recognition, interest bearing loans 

and borrowings are subsequently measured at amortised cost using the effective interest 

method. 



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(i) Financial Instruments (Cont’d) 

vii. Equity Instruments 

Ordinary shares 



Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in 

equity in the period in which they are declared. 

The transaction costs of an equity transaction are accounted for as a deduction from equity, 

net of tax. Equity transaction costs comprise only those incremental external costs directly 

attributable to the equity transaction which would otherwise have been avoided. 

The consideration paid, including attributable transaction costs on repurchased ordinary 

shares of the Company that have not been cancelled, are classified as treasury shares and 

presented as a deduction from equity. No gain or loss is recognised in profit or loss on the 

sale, re-issuance or cancellation of treasury shares. When treasury shares are reissued by 

resale, the difference between the sales consideration and the carrying amount is recognised 

in equity. 

Preference shares 

Preference shares are classified as equity if they are non-redeemable and dividends are 

discretionary at the option of the issuer. Preference shares are classified as liability if they 

are redeemable on a specific date or at the option of the shareholders and dividends thereon 

are recognised in the income statement as interest expense. Preference shares that are 

compound instruments are split into liability and equity components. Each component is 

accounted for separately. 

viii. Derivative Financial Instruments 

(j) Leases 

Derivative financial instruments are not recognised in the financial statements. 

i. Classification 

A lease is recognised as a finance lease if it transfers substantially to the Group all the 

risks and rewards incidental to ownership. All leases that do not transfer substantially all 

the risks and rewards are classified as operating leases. 

ii. Finance Leases - the Group as Lessee 

Assets acquired by way of hire purchase or finance leases are stated at an amount equal 

to the lower of their fair values and the present value of the minimum lease payments at 

the inception of the leases, less accumulated depreciation and impairment losses. The 

corresponding liability is included in the balance sheet as borrowings. In calculating the 

present value of the minimum lease payments, the discount factor used is the interest rate 

implicit in the lease, when it is practicable to determine; otherwise, the Group’s incremental 

borrowing rate is used. Any initial direct costs are also added to the carrying amount of 

such assets.




(j) Leases (Cont’d) 

ii. Finance Leases - the Group as Lessee (Cont’d) 


Lease payments are apportioned between the finance costs and the reduction of the 

outstanding liability. Finance costs, which represent the difference between the total leasing 

commitments and the fair value of the assets acquired, are recognised in the profit or loss 

over the term of the relevant lease so as to produce a constant periodic rate of charge on 

the remaining balance of the obligations for each accounting period. 

The depreciation policy for lease assets is in accordance with that for depreciable property, 

plant and equipment as described in Note . (c). 

iii. Operating Leases- the Group as Lessee 

Operating lease payments are recognised as an expense on a straight-line basis over the 

term of the relevant lease. The aggregate benefit of incentives provided by the lessor is 

recognised as a reduction of rental expense over the lease term on a straight-line basis. 

iv. Operating Leases- the Group as Lessor 

Assets leased out under operating leases are presented on the balance sheets according to 

the nature of the assets. Rental income from operating leases is recognised on a straightline 

basis over the term of the relevant lease (Note . (p)(vi)). Initial direct costs incurred 

in negotiating and arranging an operating lease are added to the carrying amount of the 

leased asset and recognised on a straight-line basis over the lease term. 

(k) Borrowing Costs 

Borrowing costs directly attributable to the acquisition, construction or production of qualifying 

assets, which are assets that necessarily take a substantial period of time to get ready for their 

intended use or sale, are added to the cost of those assets, until such time as the assets are 

substantially ready for their intended use or sale. Investment income earned on the temporary 

investment of specific borrowings pending their expenditure on qualifying assets is deducted 

from the borrowing costs eligible for capitalisation. 

All other borrowing costs are recognised in profit or loss in the period in which they are 

incurred. 

(l) Income Tax 

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is 

the expected amount of income taxes payable in respect of the taxable profit for the year and is 

measured using the tax rates that have been enacted at the balance sheet date. 

Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are 

recognised for all taxable temporary differences and deferred tax assets are recognised for all 

deductible temporary differences, unused tax losses and unused tax credits to the extent that it is 

probable that taxable profit will be available against which the deductible temporary differences, 

unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the 

temporary difference arises from goodwill or negative goodwill or from the initial recognition of 

an asset or liability in a transaction which is not a business combination and at the time of the 

transaction, affects neither accounting profit nor taxable profit. 



51

5 





(l) Income Tax (Cont’d) 

Deferred tax is measured at the tax rates that are expected to apply in the year when the asset 

is realised or the liability is settled, based on tax rates that have been enacted or substantively 

enacted at the balance sheet date. Deferred tax is recognised as income or an expense and 

included in the profit or loss for the year, except when it arises from a transaction which is 

recognised directly in equity, in which case the deferred tax is also recognised directly in equity, 

or when it arises from a business combination that is an acquisition, in which case the deferred 

tax is included in the resulting goodwill or the amount of any excess of the acquirer’s interest is 

the net fair value of the acquiree’s identifiable assets, liabilities and contingent liabilities over the 

cost of the combination. 

(m) Provisions 

Provisions are recognised when the Group has a present obligation as a result of a past event 

and it is probable that an outflow of resources embodying economic benefits will be required to 

settle the obligation, and a reliable estimate of the amount can be made. Provisions are reviewed 

at each balance sheet date and adjusted to reflect the current best estimate. Where the effect 

of the time value of money is material, provisions are discounted using a current pre-tax rate 

that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the 

increase in the provision due to the passage of time is recognised as finance cost. 

(n) Employee Benefits 

i. Short Term Benefits 



Wages, salaries, bonuses and social security contributions are recognised as an expense 

in the year in which the associated services are rendered by employees. Short term 

accumulating compensated absences such as paid annual leave are recognised when 

services are rendered by employees that increase their entitlement to future compensated 

absences. Short term non-accumulating compensated absences such as sick leave are 

recognised when the absences occur. 

ii. Defined Contribution Plans 

Defined contribution plans are post-employment benefit plans under which the Group pays 

fixed contributions into separate entities or funds and will have no legal or constructive 

obligation to pay further contributions if any of the funds do not hold sufficient assets to pay 

all employee benefits relating to employee services in the current and preceding financial 

years. Such contributions are recognised as an expense in the profit or loss as incurred. 

As required by law, companies in Malaysia make such contributions to the Employees 

Provident Fund (“EPF”). 

iii. Share-based Compensation 

The Group’s Employee Share Options Scheme (“ESOS”), an equity-settled, share-based 

compensation plan, allows the Group’s employees to acquire ordinary shares of the 

Company. No compensation cost or obligation is recognised as share options have not 

been granted to employees.




(o) Foreign Currencies 

i. Functional and Presentation Currency 


The individual financial statements of each entity in the Group are measured using the 

currency of the primary economic environment in which the entity operates (“the functional 

currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM), 

which is also the Company’s functional currency. 

ii. Foreign Currency Transactions 

In preparing the financial statements of the individual entities, transactions in currencies 

other than the entity’s functional currency (foreign currencies) are recorded in the functional 

currencies using the exchange rates prevailing at the dates of the transactions. At each 

balance sheet date, monetary items denominated in foreign currencies are translated at 

the rates prevailing on the balance sheet date. Non-monetary items carried at fair value 

that are denominated in foreign currencies are translated at the rates prevailing on the date 

when the fair value was determined. Non-monetary items that are measured in terms of 

historical cost in a foreign currency are not translated. 

Exchange differences arising on the settlement of monetary items, and on the translation 

of monetary items, are included in profit or loss for the year. 

Exchange differences arising on the translation of non-monetary items carried at fair 

value are included in profit or loss for the period except for the differences arising on the 

translation of non-monetary items in respect of which gains and losses are recognised 

directly in equity. Exchange differences arising from such non-monetary items are also 

recognised directly in equity. 

iii. Foreign Operations 

The results and financial position of foreign operations that have a functional currency 

different from the presentation currency (RM) of the consolidated financial statements are 

translated into RM as follows: 

- Assets and liabilities for each balance sheet presented are translated at the closing 

rate prevailing at the balance sheet date; 

- Income and expenses for each income statement are translated at average exchange 

rates for the year, which approximates the exchange rates at the dates of the 

transactions; and 

- All resulting exchange differences are taken to the foreign currency translation reserve 

within equity. 



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54 





(p) Revenue Recognition 

Revenue is recognised to the extent that it is probable that the economic benefits will flow to 

the Group and the revenue can be reliably measured. The following special recognition criteria 

must also be met before revenue is recognised: 

i. Sale of properties 



Revenue from sale of properties is accounted for by the stage of completion method as 

described in Note . (e)(ii). 

ii. Sale of goods and completed development properties 

Revenue is recognised net of discounts and upon transfer of significant risks and rewards of 

ownership to the buyer. Revenue is not recognised to the extent where there are significant 

uncertainties regarding recovery of the consideration due, associated costs or the possible 

return of goods. 

iii. Revenue from hotel operations 

Revenue from rental of hotel rooms, sale of food and beverage and other related income 

are recognised on an accrual basis. 

iv. Revenue from services 

Revenue from services rendered is recognised net of discounts as and when the services 

are performed. 

v. Income from tour, travel and recreation activities 

Income from tour, travel and recreation activities is recognised net of discounts as and 

when the services are rendered. 

vi. Rental income 

Rental income is recognised on a straight-line basis over the term of the lease. The aggregate 

cost of incentives provided to lessees is recognised as a reduction of rental income over 

the lease term on a straight-line basis. 

vii. Interest income 

Interest income is recognised on an accrual basis using the effective interest method. 

viii. Dividend income 

Dividend income is recognised when the Group’s right to receive payment is established. 

ix. Management fees 

Management fees are recognised when services are rendered.




2.3 CHANGES IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW AND 

REVISED FRSs 

On 1 January 007, the Company adopted the following revised FRS and amendment to FRS: 

FRS 117: Leases 

FRS 1 4: Related Party Disclosures 

Amendment to FRS 119 004: Employee Benefits – Actuarial Gains and Losses, Group Plans and 

Disclosures 

The MASB has also issued FRS 6: Exploration for and Evaluation of Mineral Resources which will be 

effective for annual periods beginning on or after 1 January 007. This FRS is, however, not applicable 

to the Group and the Company. 

The adoption of the revised FRS 1 4 give rise to additional disclosures but did not result in significant 

changes in accounting policies of the Company. The adoption of the revised FRS 117 and Amendment 

to FRS 119 004 did not result in significant changes in accounting policies of the Company other than 

as discussed below: 

(a) FRS 117: Leases 

Prior to 1 January 007, leasehold land held for own use was classified as property, plant and 

equipment and was stated at cost less accumulated depreciation and impairment losses. The 

adoption of the revised FRS 117 has resulted in a change in the accounting policy relating to 

the classification of leases of land and buildings. Leases of land and buildings are classified as 

operating or finance leases in the same way as leases of other assets and the land and buildings 

elements of a lease of land and buildings are considered separately for the purposes of lease 

classification. Leasehold land held for own use is now classified as operating lease and where 

necessary, the minimum lease payments or the up-front payments made are allocated between 

the land and the buildings elements in proportion to the relative fair values for leasehold interests 

in the land element and buildings element of the lease at the inception of the lease. The up-front 

payment represents prepaid lease payments and is amortised on a straight-line basis over the 

lease term. 

The Group has applied the change in accounting policy in respect of leasehold land in accordance 

with the transitional provisions of FRS 117. At 1 January 007, the unamortised amount of 

leasehold land is retained as the surrogate carrying amount of prepaid lease payments as allowed 

by the transitional provisions. The reclassification of leasehold land as prepaid lease payments 

has been accounted for retrospectively and as disclosed in Note .3(c), certain comparatives 

have been restated. The effects on the consolidated balance sheet as at 31 December 007 

are set out in Note .3(b). There were no effects on the consolidated income statement and the 

Company’s financial statements for the year ended 31 December 007. 



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56 




2.3 CHANGES IN ACCOUNTING POLICIES AND EFFECTS ARISING FROM ADOPTION OF NEW AND 

REVISED FRSs (CONT’D) 

(b) Summary of effects of adopting new and revised FRSs on the current year’s financial 

statements 

The following table provides estimates of the extent to which each of the line items in the balance 

sheet for the year ended 31 December 007 is higher or lower than it would have been had the 

previous policies been applied in the current year. 

Effects on balance sheets as at 31 December 2007 

(Decrease)/Increase 

FRS 117 

Note 

Description of Change 2.3 (a) Total 

RM’000 RM’000 

Property, plant and equipment (5,977) (5,977) 

Prepaid land lease payments 5,977 5,977 

(c) Restatement of comparatives 

The following comparative amounts have been restated as a result of adopting the new and 

revised FRSs: 

Previously (Decrease)/Increase 

Stated FRS 117 Restated 

Note 

Description of Change 2.3 (a) Total 

RM’000 RM’000 RM’000 



Property, plant and equipment 84, 46 (6, 14) 78,03 

Prepaid land lease payments – 6, 14 6, 14



2.4 STANDARDS AND INTERPRETATIONS ISSUED BUT NOT YET EFFECTIVE 


At the date of authorisation of these financial statements, the following new and revised FRS, amendment 

to FRS and Interpretations were issued but not yet effective and have not been applied by the Group 

and the Company: 

Effective for financial 

FRS, Amendment to FRS and Interpretations periods beginning on or after 

FRS 107: Cash Flow Statements 1 July 007 

FRS 111: Construction Contracts 1 July 007 

FRS 11 : Income Taxes 1 July 007 

FRS 118: Revenue 1 July 007 

FRS 1 0: Accounting for Government Grants and 

Disclosure of Government Assistance 1 July 007 

FRS 134: Interim Financial Reporting 1 July 007 

FRS 137: Provisions, Contingent Liabilities 

and Contingent Assets 1 July 007 

FRS 139: Financial Instruments: Recognition 

and Measurement Deferred 

Amendment to FRS 1 1: The Effects of Changes 

in Foreign Exchange Rates – Net Investment in a 

Foreign Operation 1 July 007 

IC Interpretation 1: Changes in Existing 

Decommissioning, Restoration and Similar Liabilities 1 July 007 

IC Interpretation : Members’ Shares in Co-operative 

Entities and Similar Instruments 1 July 007 

IC Interpretation 5: Rights to Interests arising from 

Decommissioning, Restoration and Environmental 

Rehabilitation Funds 1 July 007 

IC Interpretation 6: Liabilities arising from Participating 

in a Specific Market - Waste Electrical and 

Electronic Equipment 1 July 007 

IC Interpretation 7: Applying the Restatement Approach 

under FRS 1 9 004 - Financial Reporting in 

Hyperinflationary Economies 1 July 007 

IC Interpretation 8: Scope of FRS 1 July 007 

The above new and revised FRS, amendment to FRS and Interpretations are expected to have 

no significant impact on the financial statements of the Group and the Company upon their initial 

application. 

The Group and the Company are exempted from disclosing the possible impact, if any, to the financial 

statements upon the initial application of FRS 139. 

2.5 CHANGES IN ESTIMATES 

The Company and the Group have previously accrued for the taxation in respect of the ICPS dividend 

payable as there was uncertainty whether the Company will be able to generate sufficient profits for the 

payment of such dividend. As the Company and the Group have successfully generated profits, thus 

the provision is no longer required. The revision is accounted for prospectively in 006 as a change 

in accounting estimates. As a result, the share premium of the Group and of the Company have been 

increased by RM755,000 whereas the ICPS dividend payable of the Group and Company have been 

reduced by RM755,000. 



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58 




2.6 SIGNIFICANT ACCOUNTING ESTIMATES AND JUDGEMENTS 

3. REVENUE 

(a) Critical Judgements Made in Applying Accounting Policies 

There are no critical judgements made by management in the process of applying the Group’s 

accounting policies that have significant effect on the amounts recognised in the financial 

statements. 

(b) Key Sources of Estimation Uncertainty 

The key assumption concerning the future and other key sources of estimation uncertainty at the 

balance sheet date, that have a significant risk of causing a material adjustment to the carrying 

amounts of assets and liabilities within the next financial year are discussed below. 

i. Deferred tax assets 



Deferred tax assets are recognised for all unused tax losses and unabsorbed capital 

allowances to the extent that it is probable that taxable profit will be available against which 

the losses and capital allowances can be utilised. Significant management judgement is 

required to determine the amount of deferred tax assets that can be recognised, based 

upon the likely timing and level of future taxable profits together with future tax planning 

strategies. The total carrying value of unrecognised tax losses and capital allowances of 

the Group was RM3 8,869,000 ( 006: RM33 ,645,000). 

ii. Depreciation of plant and equipment 

The furniture and fittings of a subsidiary, Selasih Ekslusif Sdn. Bhd. amounting to 

RM7, 37,000 during the year are depreciated on a straight-line basis over the assets’ 

estimated useful lives of 10 years. The Group is confident that Selasih Ekslusif Sdn. Bhd. 

will be able to renew the lease of shop lots for the remaining useful life of its furniture and 

fittings even though the remaining lease period of the tenancy agreement is 7 years. There 

will be an additional depreciation charge of RM 18,000 per annum had the assets been 

depreciated in accordance with the remaining lease period of 7 years. 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Sale of goods 6 ,188 36,106 – – 

Rental of hotel rooms and other services 15,0 7 13,861 – – 

Sale of food and beverage 16,698 16,609 – – 

Sale of development properties – 447 – – 

Tour, travel and recreational activities ,584 ,371 – – 

Rental income 8, 75 6,096 – – 

Dividend income: 

- Third parties 00 440 – – 

- Subsidiaries – – 5,580 1,980 

304,97 75,930 5,580 1,980

4. OTHER INCOME 

Included in other income are: 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Gain on disposal of marketable securities 60 363 – – 

Incentive income 4,063 4, 41 – – 

Interest income 669 880 107 78 

Rental income - advertisement space ,157 ,085 – – 

Rental income - building 1,545 1,488 – – 

Service charge 96 351 – – 

5. EMPLOYEE BENEFITS EXPENSE 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Wages and salaries 9,059 9,151 – – 

Social security contributions 391 379 – – 

Short term accumulating 

compensated absences (175) (48) – – 

Contributions to defined 

contribution plan 3,06 3,018 – – 

Other benefits , 3 1,887 – – 

34,560 34,387 – – 

Included in employee benefits expense of the Group are executive directors’ remuneration amounting to 

RM3,0 7,000 ( 006: RM3,187,000) as further disclosed in Note 6. 

6. DIRECTORS’ REMUNERATION 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Executive directors’ remuneration (Note 5): 

Other emoluments 3,0 7 3,187 – – 

Non-executive directors’ remuneration 

(Note 8): 

Fees 48 48 48 48 

Other emoluments 95 305 95 305 

343 353 343 353 

Total directors’ remuneration 3,370 3,540 343 353 



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60 



6. DIRECTORS’ REMUNERATION (CONT’D) 

The details of remuneration receivable by directors of the Company during the year are as follows: 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Executive: 

Salaries and other emoluments 1,447 1,434 – – 

Bonus: 

- current year’s provisions 194 533 – – 

Defined contribution plan 195 04 – – 

Social security contributions – – 

1,838 ,173 – – 

Non-Executive: 

Salaries and other emoluments 8 91 8 91 

Fees 48 48 48 48 

Defined contribution plan 13 14 13 14 

There were no benefits-in-kinds received by the directors. 

343 353 343 353 

The number of directors of the Company whose total remuneration during the year fell within the following 

bands is analysed below: 

Number of Directors 

2007 2006 

Executive directors: 

RM400,001 – RM450,000 1 – 

RM550,001 – RM600,000 1 1 

RM750,001 – RM800,000 – 1 

RM850,001 – RM900,000 1 1 

Non-Executive directors: 

Below RM50,000 

RM100,001 – RM150,000 1 

RM150,001 – RM 00,000 – 1 

7. WAIVER OF DEBTS 

This relates to a waiver of penalty interest imposed previously on royalty payments payable.

8. OTHER OPERATING EXPENSES 

Other operating expenses are stated:- 

After charging/(crediting): 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Non-executive directors’ remuneration 

(Note 6) 343 353 343 353 

Assessments and quit rent 840 845 – – 

Auditors’ remuneration: 

- Statutory audits 

- Current year 4 8 40 80 70 

- Underprovision in prior year 37 5 10 3 

Amortisation of prepaid land 

lease payments 37 300 – – 

Bad debts written off 13 9 – – 

Commission 1,890 1,808 – – 

Deposit written off – 1 – – 

Donation 986 1,034 – 65 

Insurance 1,009 918 15 14 

Intangible assets written off 879 – – – 

Inventories written off 381 589 – – 

Loss on dissolution subsidiary 

(Note 17(c)) – 61 – – 

Provision for liquidated 

accertained damages 67 – – – 

Promotional expenses 1,897 ,034 – – 

Rental of equipment 39 107 – – 

Transportation costs 1,5 1 1,586 – – 

Travelling expenses 1,749 1,881 1 

Bad debts recovered – (7) – – 

Deposit forfeited (4 ) (31) – – 

Gain on disposal of property, plant 

and equipment ( 7 ) (37) – – 

Provision of contribution cost 

written back (Note 9(c)) – (1,134) – – 

Reversal of impairment losses for 

property, plant and equipment (551) ( ,6 ) – – 

Reversal of write-down of inventories ( ) (8) – – 

Net foreign exchange gain (536) (449) – – 



61

6 



9. FINANCE COSTS 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Interest expense on: 

Bank borrowings ,693 1,944 70 – 

Hire purchase and finance 

lease liabilities 47 144 – – 

,740 ,088 – – 

Unwinding of discount on 

Irredeemable Convertible Preference 

Shares (“ICPS”) dividend payable 78 343 78 343 

10. INCOME TAX EXPENSE 

3,018 ,431 348 343 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Current Malaysia income tax 8,43 5,557 6,811 474 

Under/(over) provision of Malaysian 

income tax in prior years 73 (106) – (66) 

8,505 5,451 6,811 408 

Deferred tax (Note 7): 

Relating to origination and reversal 

of temporary differences (5 ) ( 03) – – 

Relating to changes in tax rates – (1 ) – – 

Underprovision in prior years 6 67 – – 

(46) (148) – – 

Total income tax expense 8,459 5,303 6,811 408 

Current income tax is calculated at the statutory tax rate of 7% ( 006: 8%) of the estimated assessable 

profit for the year. The domestic statutory tax rate will be reduced to 6% from the current year’s rate of 

7%, effective year of assessment 008 and 5% in subsequent years of assessment. The computation of 

deferred tax as at 31 December 007 has reflected these changes.

10. INCOME TAX EXPENSE (CONT’D) 



A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to 

income tax expense at the effective income tax rate of the Group and of the Company is as follows: 

GROUP 

2007 2006 

RM’000 RM’000 

Profit before taxation 7,0 5 18,338 

Taxation at Malaysian statutory tax rate of 7% ( 006: 8%) 7, 97 5,135 

Effect of changes in tax rates on opening balance of deferred tax (4) (9) 

Deferred tax recognised at different tax rates (9) (3) 

Effect of income subject to tax rate of 0% ( 04) (16 ) 

Effect of income not subject to tax (350) (863) 

Effect of expenses not deductible for tax purposes 3,5 7 ,368 

Utilisation of previously unrecognised deferred tax assets (3, 46) (1,544) 

Deferred tax assets not recognised during the year 1,369 4 0 

Underprovision of deferred tax in prior years (Note 7) 6 67 

Under/(over) provision of income tax in prior years 73 (106) 

Income tax expense for the year 8,459 5,303 

COMPANY 

Profit/(loss) before taxation 3, 0 ( 76) 

Taxation at Malaysian statutory tax rate of 7% ( 006: 8%) (6, 64) (77) 

Effect of expenses not deductible for tax purposes (547) 551 

Overprovision of income tax in prior years – (66) 

Tax savings during the financial year arising from: 

(6,811) 408 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Utilisation of current year tax losses – 35 – – 

Utilisation of previously unutilised tax losses ,604 435 – – 

Prior to the year of assessment 008, Malaysian companies adopted the full imputation system. In accordance 

with the Finance Act 007 which was gazetted on 8 December 007, companies shall not be entitled to 

deduct tax on dividend paid, credited or distributed to its shareholders, and such dividends will be exempted 

from tax in the hands of the shareholders (“single tier system”). However, there is a transitional period of six 

years, expiring on 31 December 013, to allow companies to pay franked dividends to their shareholders 

under limited circumstances. Companies also have an irrevocable option to disregard the 108 balance and 

opt to pay dividends under the single tier system. The change in the tax legislation also provides for the 108 

balance to be locked-in as at 31 December 007 in accordance with Section 39 of the Finance Act 007. 



63

64 



10. INCOME TAX EXPENSE (CONT’D) 

The Company did not elect for the irrevocable option to disregard the 108 balance. Accordingly, during 

the transitional period, the Company may utilise the credit in the 108 balance as at 31 December 007 to 

distribute cash dividend payments to ordinary shareholdings as defined under the Finance Act 007. As at 

31 December 007, the Company has 108 balance of RM49, 69,000 ( 006: RM45,109,000). 

11. EARNINGS PER SHARE 

(a) Basic 

Basic earnings per share amounts are calculated by dividing the profit for the year attributable to ordinary 

equity holders of the Company by the weighted average number of ordinary shares in issue during the 

financial year, excluding treasury shares held by the Company. 



2007 2006 

Profit attributable to ordinary equity holders of the Company (RM’000) 18,310 1 ,956 

Weighted average number of ordinary shares in issue (‘000) 114,670 113,161 

Basic earnings per share (sen) 15.97 11.45 

(b) Diluted 

For the purpose of calculating diluted earnings per share, the profit for the year attributable to ordinary 

equity holders of the Company and the weighted average number of ordinary shares in issue during 

the financial year have been adjusted for the dilutive effects of all potential ordinary shares from the 

conversion of Irredeemable Convertible Preference Shares (“ICPS”). The adjusted weighted average 

number of ordinary shares is the weighted average number of ordinary shares in issue during the financial 

year plus the weighted average number of ordinary shares which would be issued on the conversion 

of the various ICPS into ordinary shares. The various ICPS are deemed to have been converted into 

ordinary shares at the date of issuance. 

2007 2006 

Profit attributable to ordinary equity holders of the Company 

including assumed conversion (RM’000) 18,310 1 ,956 

Weighted average number of ordinary shares in issue (‘000) 114,670 113,161 

Effects of dilution: 

Assumed conversion of ICPS (‘000) 95,48 96,993 

Adjusted weighted average number of ordinary shares 

in issue and issuable (‘000) 10,15 10,154 

Diluted earnings per share (sen) 8.71 6.16

12. DIVIDEND 



Dividends in Respect Dividends Recognised 

of Year in Year 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Recognised in previous year: 

Dividend for 006: 1. 6 sen less 8% 

taxation, on 36,459,703 ICPS-B1 and 

ICPS-B respectively (0.91 sen net 

per preference share) – 661 – – 

Dividend for 007: 1. 6 sen less 7% 

taxation, on 36,459,703 ICPS-B1 and 

ICPS-B respectively (0.9 sen net 

per preference share) 671 – – – 

Declared by the Board of Directors 

(not recognised as at 31 December): 

Interim dividend for 006: % less 7% 

taxation on 113,198,750 ordinary shares 

(1.46 sen net per ordinary share) – 1,653 1,653 – 

Proposed for approval at AGM 


Final dividend for 006: 6% less 7% 

taxation on 113, 7,5 1 ordinary shares 

(4.38 sen net per ordinary share) – 4,959 4,959 – 

Recognised during the year: 

Interim dividend for 007: 4% less 6% 

taxation on 149,891, 54 ordinary shares 

( .96 sen net per ordinary share) 4,440 – 4,440 – 

Proposed for approval at AGM 


Final dividend for 007: 4% less 6% 

taxation on 150,000,000 ordinary shares 

( .96 sen net per ordinary share) 4,440 – – – 

9,551 7, 73 11,05 – 

At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 

December 007, of 4% less 6% taxation on 150,000,000 ordinary shares, amounting to a dividend payable 

of RM4,440,000 ( .96 sen net per ordinary share) will be proposed for shareholders’ approval. The financial 

statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved 

by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial 

year ending 31 December 008. 



65

66 



13. PROPERTY, PLANT AND EQUIPMENT 

GROUP 

At 31 December 2007 

Cost or valuation 



Electrical 

* Land Capital Furniture installation 

and Golf work-in- and and air + Other 

buildings course progress fittings conditioner assets Total 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

At 1 January 007 

At cost 5,518 39,935 4,767 14,8 0 3,614 5,669 134,3 3 

At valuation 4,687 – – – – – 4,687 

30, 05 39,935 4,767 14,8 0 3,614 5,669 139,010 

Additions – – 970 647 75 3,056 4,748 

Disposals ( ,068) – (10,517) – – (31 ) (1 ,897) 

Write off – – (5) ( 38) (313) (1, 83) (1,839) 

Reclassification – – (1,180) – – 1,180 – 

At 31 December 007 8,137 39,935 14,035 15, 9 3,376 8,310 1 9,0 

Representing: 

At cost 3,450 39,935 14,035 15, 9 3,376 8,310 1 4,335 

At valuation 4,687 – – – – – 4,687 

At 31 December 007 8,137 39,935 14,035 15, 9 3,376 8,310 1 9,0 

Accumulated Depreciation 

and Impairment Losses 

At 1 January 007: 

Accumulated depreciation 7,4 0 5,668 – 5,7 5 3,15 18, 55 40, 0 

Accumulated impairment 

losses ,57 15,581 ,5 8 – – 77 0,758 

9,99 1, 49 ,5 8 5,7 5 3,15 18,33 60,978 

Depreciation charge 

for the year 

Reversal of impairment 

588 366 – 1,149 79 ,099 4, 81 

losses (47) (366) (61) – – (77) (551) 

Disposals (40) – – – – (31 ) (35 ) 

Write off – – – ( 30) (307) (1,154) (1,691) 

At 31 December 007 10,493 1, 49 ,467 6,644 ,9 4 18,888 6 ,665


13. PROPERTY, PLANT AND EQUIPMENT (CONT’D) 


Electrical 

* Land Capital Furniture installation 

and Golf work-in- and and air + Other 

buildings course progress fittings conditioner assets Total 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Representing: 

At cost 7,615 1, 49 ,467 6,644 ,9 4 18,888 59,787 

At valuation ,878 – – – – – ,878 

At 31 December 007 10,493 1, 49 ,467 6,644 ,9 4 18,888 6 ,665 

Analysed as: 

Accumulated depreciation 7,968 6,034 – 6,644 ,9 4 18,888 4 ,458 


losses ,5 5 15, 15 ,467 – – – 0, 07 

At 31 December 007 10,493 1, 49 ,467 6,644 ,9 4 18,888 6 ,665 

Net carrying amount 

At cost 15,835 18,686 11,568 8,585 45 9,4 64,548 

At valuation 1,809 – – – – – 1,809 

At 31 December 007 17,644 18,686 11,568 8,585 45 9,4 66,357 

GROUP 




At cost 0,514 – 6,967 11,044 3,4 7 60,678 0,716 1 3,346 

At valuation 4,687 – – – – – – 4,687 

5, 01 – 6,967 11,044 3,4 7 60,678 0,716 1 8,033 

Additions 11 – 14, 5 3,700 7 – 3,491 1,654 

Disposals – – – – (18) – (753) (771) 

Write off – – – (3, 56) ( ) – ( 16) (3,494) 

Reclassification 4,993 39,935 3,575 3,33 – (54, 66) ,431 – 

Transfer (Note 16) – – – – – (6,41 ) – (6,41 ) 

At 31 December 006 30, 05 39,935 4,767 14,8 0 3,614 – 5,669 139,010 

Representing: 

At cost 5,518 39,935 4,767 14,8 0 3,614 – 5,669 134,3 3 

At valuation 4,687 – – – – – – 4,687 

At 31 December 006 30, 05 39,935 4,767 14,8 0 3,614 – 5,669 139,010 



67

68 




Accumulated 

Depreciation and 

Impairment Losses 



Electrical 

* Land Capital Furniture installation # Property 

and Golf work-in- and and air held for + Other 

buildings course progress fittings conditioner disposal assets Total 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 


Accumulated depreciation 6,185 – – 5,131 3,086 33,197 16,043 63,64 


losses 6 8 – – – – – – 6 8 

6,813 – – 5,131 3,086 33,197 16,043 64, 70 

Depreciation charge 

for the year 

Reversal of impairment 

549 359 – 1,341 87 – 1,71 4,048 

losses ( 16) ( ,104) ( 08) – – – (94) ( ,6 ) 

Disposals – – – – – (370) (370) 

Write off – – – (747) ( 1) – ( 00) (968) 

Reclassification ,846 ,994 ,736 – – ( 9,817) 1, 41 – 

Transfer (Note 16) – – – – – (3,380) – (3,380) 

At 31 December 006 9,99 1, 49 ,5 8 5,7 5 3,15 – 18,33 60,978 

Representing: 

At cost 7, 84 1, 49 ,5 8 5,7 5 3,15 – 18,33 58, 70 

At valuation ,708 – – – – – – ,708 

At 31 December 006 9,99 1, 49 ,5 8 5,7 5 3,15 – 18,33 60,978 

Analysed as: 

Accumulated depreciation 7,4 0 5,668 – 5,7 5 3,15 – 18, 55 40, 0 


losses ,57 15,581 ,5 8 – – – 77 0,758 

At 31 December 006 9,99 1, 49 ,5 8 5,7 5 3,15 – 18,33 60,978 


At cost 18, 34 18,686 , 39 9,095 46 – 7,337 76,053 

At valuation 1,979 – – – – – – 1,979 

At 31 December 006 0, 13 18,686 , 39 9,095 46 – 7,337 78,03 

+ Other assets consist of renovations, plant, equipment, motor vehicles and others. 

# Property held for disposal relates to the disposal of three pieces of leasehold development land comprising a golf and country 

club and vacant land held under Lot No. 3688, 3689 and PT No. 2209 in Kedah to the ultimate holding company. The disposal 

is part of the Restructuring Plan of the Group which was subsequently rescinded.



* LAND AND BUILDINGS OF THE GROUP 




Freehold 

land Buildings Total 

RM’000 RM’000 RM’000 


At cost 6,999 18,519 5,518 

At valuation 81 4,606 4,687 

7,080 3,1 5 30, 05 

Disposals (916) (1,15 ) ( ,068) 

At 31 December 007 6,164 1,973 8,137 

Representing: 

At cost 6,083 17,367 3,450 

At valuation 81 4,606 4,687 

At 31 December 007 6,164 1,973 8,137 

Accumulated Depreciation and Impairment Losses 


Accumulated depreciation – 7,4 0 7,4 0 

Accumulated impairment losses 59 1,980 ,57 

59 9,400 9,99 

Depreciation charge for the year – 588 588 

Reversal of impairment losses – (47) (47) 

Disposals – (40) (40) 

At 31 December 007 59 9,901 10,493 

Representing: 

At cost 59 7,0 3 7,615 

At valuation – ,878 ,878 

At 31 December 007 59 9,901 10,493 

Analysed as: 

Accumulated depreciation – 7,968 7,968 

Accumulated impairment losses 59 1,933 ,5 5 

At 31 December 007 59 9,901 10,493 


At cost 5,491 10,344 15,835 

At valuation 81 1,7 8 1,809 

At 31 December 007 5,57 1 ,07 17,644 



69

70 




* LAND AND BUILDINGS OF THE GROUP 





Freehold 

land Buildings Total 

RM’000 RM’000 RM’000 


At cost 6,999 13,515 0,514 

At valuation 81 4,606 4,687 

7,080 18,1 1 5, 01 

Additions – 11 11 

Reclassification from property held for disposal – 4,993 4,993 

At 31 December 006 7,080 3,1 5 30, 05 

Representing: 

At cost 6,999 18,519 5,518 

At valuation 81 4,606 4,687 

At 31 December 006 7,080 3,1 5 30, 05 

Accumulated Depreciation and Impairment Losses 


Accumulated depreciation – 6,185 6,185 

Accumulated impairment losses 59 36 6 8 

59 6, 1 6,813 

Depreciation charge for the year – 549 549 

Reversal of impairment losses – ( 16) ( 16) 

Reclassification from property held for disposal – ,846 ,846 

At 31 December 006 59 9,400 9,99 

Representing: 

At cost 59 6,69 7, 84 

At valuation – ,708 ,708 

At 31 December 006 59 9,400 9,99 

Analysed as: 

Accumulated depreciation – 7,4 0 7,4 0 

Accumulated impairment losses 59 1,980 ,57 

At 31 December 006 59 9,400 9,99 


At cost 6,407 11,8 7 18, 34 

At valuation 81 1,898 1,979 

At 31 December 006 6,488 13,7 5 0, 13




Furniture, 

fittings, office 

equipment 

COMPANY Renovations and computer Total 

RM’000 RM’000 RM’000 


Cost 

At 1 January 007 96 98 

Write off ( ) (5) (7) 

At 31 December 007 – 91 91 


At 1 January 007 96 98 

Write off ( ) (5) (7) 

At 31 December 007 – 91 91 

Net carrying amount – – – 


Cost 

At 1 January 006 and 31 December 006 96 98 


At 1 January 006 and 31 December 006 96 98 

Net carrying amount – – – 

(a) The land and buildings of the Group were revalued in 1991 by the directors based on valuations by 

independent professional valuers on a fair market value basis in 1990 and as revised by the Government 

Valuers. 

Had the land and buildings been carried at historical cost, the carrying amount of each class of property, 

plant and equipment that would have been in the financial statements as at the end of the year would 

be as follows: 

2007 2006 

RM’000 RM’000 

Freehold land 35 35 

Buildings 407 546 

44 581 



71

7 




(b) During the financial year, the Group acquired property, plant and equipment at aggregate costs of 

RM6,148,000 ( 006: RM 1,654,000) of which RM496,000 ( 006: RM31 ,000) were acquired by means of 

hire purchase and finance lease arrangements. Net carrying amounts of property, plant and equipment 

held under hire purchase and finance lease arrangements are as follows: 



GROUP 

2007 2006 

RM’000 RM’000 

Motor vehicles 700 380 

Plant and machinery 155 174 

855 554 

Details of the terms and conditions of the hire purchase and finance lease arrangements are disclosed 

in Note 6. 

(c) The net carrying amounts of property, plant and equipment pledged as securities for borrowings (Note 

5) are as follows: 

GROUP 

2007 2006 

RM’000 RM’000 

Freehold land ,050 5,490 

Buildings 3,79 7,497 

5,84 1 ,987 

(d) Included in the buildings of the Group is a building of a subsidiary amounting to RM461,000 ( 006: 

RM467,000) where the land title has yet to be transferred to the subsidiary as at the financial year ended 

31 December 007. 

14. LAND HELD FOR PROPERTY DEVELOPMENT 

GROUP 


Freehold Development 

Land Expenditure Total 

RM’000 RM’000 RM’000 

Cost 

At 1 January 007 and 31 December 007 14,350 956 15,306 

Accumulated Impairment Losses 

At 1 January 007 and 31 December 007 ,334 – ,334 

Carrying amount at 31 December 2007 1 ,016 956 1 ,97


14. LAND HELD FOR PROPERTY DEVELOPMENT (CONT’D) 

GROUP 



Freehold Development 

Land Expenditure Total 

RM’000 RM’000 RM’000 

Cost 

At 1 January 006 and 31 December 006 14,350 956 15,306 

Accumulated Impairment Losses 

At 1 January 006 and 31 December 006 ,334 – ,334 

Carrying amount at 31 December 2006 1 ,016 956 1 ,97 

15. BIOLOGICAL ASSETS 

GROUP 

2007 2006 

RM’000 RM’000 

At cost 

At 1 January – – 

Additions 1,400 – 

At 31 December 1,400 – 

16. PREPAID LAND LEASE PAYMENTS 

GROUP 

2007 2006 

RM’000 RM’000 

At 1 January 6, 14 3,48 

Transfer from property, plant and equipment – 3,03 

Amortisation for the year (Note 8) ( 37) (300) 

At 31 December 5,977 6, 14 

Analysed as: 

Long term leasehold land 3,580 3,583 

Short term leasehold land ,397 ,631 

5,977 6, 14 

(a) The net carrying amounts of leasehold lands pledged as securities for borrowings in prior years are as 

follows: 

GROUP 

2007 2006 

RM’000 RM’000 

Long term leasehold land – 763 

Short term leasehold land – ,630 

– 3,393 



73

74 



17. INVESTMENTS IN SUBSIDIARIES 



COMPANY 

2007 2006 

RM’000 RM’000 

Unquoted shares at cost 34,070 34,070 

Less: Accumulated impairment losses (14,070) (14,070) 

(a) Details of the subsidiaries as at 31 December 007 are as follows: 

Proportion of 

Ownership Interest 

Name of Subsidiaries 2007 2006 Principal Activities 

% % 

Incorporated in Malaysia: 

0,000 0,000 

DFZ Trading Sdn. Bhd. 100.00 100.00 Investment holding, provision of 

computer related and management 

services. 

Orchard Boulevard Sdn. Bhd. 100.00 100.00 Investment holding and resort 

development. 

Selasih Ekslusif Sdn. Bhd. * 100.00 100.00 Retailing of duty free merchandise and 

operation of a supermarket and 

department store. 

Winner Prompt Sdn. Bhd. * 100.00 100.00 Licensed distributor and wholesaler of 

duty free merchandise. 

DFZ Asia Sdn. Bhd. # 100.00 100.00 Commenced investment holding activity 

during the year. 

Incorporated in Australia: 

Duty Free People Pty. Ltd. * 75.00 75.00 Dormant. 

Held through DFZ Trading Sdn. Bhd. 


DFZ Duty Free Supplies 100.00 100.00 Wholesaler and distributor of duty free 

Sdn. Bhd. and non-dutiable merchandise. 

Cergasjaya Sdn. Bhd. 100.00 100.00 Wholesaler and retailer of duty free 

and non-dutiable merchandise. 

Jelita Duty Free Supplies 100.00 100.00 Wholesaler and distributor of duty free 

Sdn. Bhd. and non-dutiable merchandise. 

Jasa Duty Free Sdn. Bhd. 100.00 100.00 Retailer of duty free and non-dutiable 

merchandise.


17. INVESTMENTS IN SUBSIDIARIES (CONT’D) 

(a) Details of the subsidiaries as at 31 December 007 are as follows: (Cont’d) 

Proportion of 



% % 


DFZ (M) Sdn. Bhd. 100.00 100.00 Retailer of duty free and non-dutiable 

merchandise. 

DFZ Emporium Sdn. Bhd. 100.00 100.00 Retailer of duty free and non-dutiable 

merchandise. 

DFZ Duty Free Centre 100.00 100.00 Retailer of duty free and non-dutiable 

(Langkawi) Sdn. Bhd. merchandise. 

Wealthouse Sdn. Bhd. 75.00 75.00 Retailer of duty free and non-dutiable 

merchandise. 

Melaka Duty Free Sdn. Bhd. * 51.00 51.00 Retailer of duty free and non-dutiable 

merchandise. 

Media Zone Sdn. Bhd. 100.00 100.00 Advertising, promotion activities and 

investment holding. 

DFZ Tours & Travel Sdn. Bhd. 100.00 100.00 Investment holding, tours and travel 

(Formerly known as activities. 

Sriwani Tours & Travel 

Sdn. Bhd.) 

Held through Orchard Boulevard Sdn. Bhd. 


Gold Vale Development 100.00 100.00 Property development. 

Sdn. Bhd. 

Radiant Ranch Sdn. Bhd. 100.00 100.00 Resort development. 

Cerah Menang (M) Sdn. Bhd. 100.00 100.00 Resort development.Temporarily ceased 

operations. 

Black Forest Golf & 100.00 100.00 Golf and country club operator. 

Country Club Sdn. Bhd. * 

Cergasjaya Properties 100.00 100.00 Resort development and properties 

Sdn. Bhd. management. Commenced cultivation 

of oil palm during the financial year. 

Kelana Megah Sdn. Bhd. 85.30 85.30 Resort development and operating of 

duty free complex and hotel. 



75

76 



17. INVESTMENTS IN SUBSIDIARIES (CONT’D) 

(a) Details of the subsidiaries as at 31 December 007 are as follows: (Cont’d) 

Proportion of 



% % 

Held through DFZ Tours & Travel Sdn. Bhd. 

(Formerly known as Sriwani Tours & Travel Sdn. Bhd.) 


Fleet Car Hire & Tours 100.00 100.00 Hire and drive services and tour 

Sdn. Bhd. activities. 

Held through DFZ Emporium Sdn. Bhd. 

Incorporated in Indonesia: 

PT. DFZ Indon * 99.00 – Management consulting. Ceased 

operation. 

Held through DFZ Asia Sdn. Bhd. 

Incorporated in Indonesia: 

PT. DFZ Indon * 1.00 – Management consulting. Ceased 

operation. 

* Audited by firms other than Ernst & Young. 

# Held through Gold Vale Development Sdn. Bhd. in prior year. 

(b) Dissolution of Subsidiary 

The Group dissolved its 100% equity interest in Sriwani (Mongolia) Co. Ltd. on 31 October 006 without 

any consideration. The subsidiary was previously reported as dormant since incorporation. 

The dissolution had the following effects on financial position of the Group as at the end of the financial 

year: 



2006 

RM’000 

Cash and bank balances 3 

Trade receivables 8 

Net assets dissolved 85 

Transfer from foreign exchange reserve ( 4) 

Loss on dissolution to the Group 61 

Cash outflow arising on dissolution: 

Cash consideration – 

Cash and cash equivalents of subsidiary dissolved (3) 

Net cash outflow of the Group (3)

18. TRADE AND OTHER RECEIVABLES 

Current 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Trade receivables 

Third parties 5, 31 9,400 – – 

Provision for doubtful debts (6,607) (6,513) – – 

Trade receivables, net 18,6 4 ,887 – – 

Other receivables 

Due from ultimate holding company 9,181 – 4 – 

Due from subsidiaries – – 649,906 6 ,006 

Provision for doubtful debts – – (571, 06) (571, 06) 

9,181 – 78,704 50,800 

Due from a main contractor for late 

delivery claims 3,519 3,519 – – 

Deposits 5,400 6,818 4 7 

Prepayments 5,317 3,580 ,376 5 

Staff loans 94 3 8 – – 

Sundry receivables 3,41 3,633 – – 

Provision for doubtful debts (6,3 8) (6,665) – – 

Non-current 

11,614 11, 13 ,380 1 

0,795 11, 13 81,084 50,81 

39,419 34,100 81,084 50,81 

Other receivables 

Staff loans 870 1,1 3 – – 

Analysis of staff loans: 

Not later than 1 year 94 3 8 – – 

Later than 1 year and not later than 

years 66 311 – – 

Later than years and not later than 

5 years 538 69 – – 

Later than 5 years 66 1 0 – – 

1,164 1,451 – – 



77

78 



18. TRADE AND OTHER RECEIVABLES (CONT’D) 

(a) Credit risk 

i. The Group’s primary exposure to credit risk arises through its trade receivables. The Group’s 

trading terms with its customers are on cash and credit. The Group’s normal trade credit terms 

range from 30 to 90 days ( 006: 30 to 90 days). Other credit terms are assessed and approved 

on a case-by-case basis. As at 31 December 007, the Group has significant concentration of 

credit risk that arises from exposure to a group of debtors amounting to RM13,066,000 ( 006: 

RM14,546,000). Trade receivables are non-interest bearing. 

ii. Included in trade receivables are balances due from the following related parties: 



GROUP 

2007 2006 

RM’000 RM’000 

Tenggara Senandung Sdn. Bhd., a subsidiary of Naluri 

Corporation Berhad, the ultimate holding company 411 764 

Atlan Holdings Bhd., a corporate shareholder of Naluri 

Corporation Berhad 18 – 

Emas Kerajang Sdn. Bhd., a company in which its holding 

company, Atlan Holdings Bhd., is a corporate shareholder 

of Naluri Corporation Berhad 13,066 14,546 

iii. Included in sundry receivables are balances due from the following parties: 

GROUP 

2007 2006 

RM’000 RM’000 

Subsidiaries of Naluri Corporation Berhad: 

Tenggara Senandung Sdn. Bhd. 3 55 

Naluri Properties Sdn. Bhd. – 118 

All Suites Residence Hotel 1 – 

Atlan Holdings Bhd. 9 – 

(b) Amount due from related companies 

The amounts due from ultimate holding company and subsidiaries are advances, which are unsecured, 

non-interest bearing and are repayable on demand. 

Further details on related party transactions are disclosed in Note 33. 

Other information on financial risks of other receivables is disclosed in Note 34.

19. INVENTORIES 



GROUP 

2007 2006 

RM’000 RM’000 

At cost: 

Trading goods 36,574 34,1 8 

Food and beverage 901 731 

Consumables 335 94 

Completed development properties 30 30 

38,11 35,455 

The cost of inventories recognised as an expense during the year amounted to RM180,716,000 ( 006: 

RM165,051,000). 

20. MARKETABLE SECURITIES 

GROUP 

2007 2006 

RM’000 RM’000 

Shares quoted in Malaysia, at cost – 11,947 

Market value of quoted shares – 1 ,885 

21. CASH AND BANK BALANCES 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Cash on hand and at banks 1,430 8,078 85 47 

Deposits with licensed banks 30,007 15,18 19 10,1 8 

51,437 3, 60 104 10,175 

Included in cash at banks of the Group are amounts of RM97,000 ( 006: RM95,000) held pursuant to 

Section 7A of the Housing Developers (Control and Licensing) Act, 1966 and are restricted from use in other 

operations. 

Deposits with licensed banks of the Group amounting to RM7,303,000 ( 006: RM5,054,000) are pledged to 

banks for credit facilities granted to certain subsidiaries as disclosed in Note 5. 

Other information on financial risks of cash and cash equivalents are disclosed in Note 34. 



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21. CASH AND BANK BALANCES (CONT’D) 

For the purpose of the cash flow statements, cash and cash equivalents comprise the following as at the 

balance sheet date: 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Cash and bank balances 51,437 3, 60 104 10,175 

Less: pledged deposits with licensed banks (7,303) (5,054) – – 

Total cash and cash equivalents 44,134 18, 06 104 10,175 

22. SHARE CAPITAL AND TREASURY SHARES 

GROUP AND COMPANY 

Number of Irredeemable 

Number of Ordinary Convertible Preference Shares (“ICPS”) 

Shares of RM1 each of RM0.10 each 

Irredeemable Convertible Preference 

 

Ordinary Ordinary 

Shares Shares 

(Issued (Issued 

and and Total 

Fully Fully Share 

Paid) ICPS-A ICPS-B1 ICPS-B2 ICPS-C Paid) ICPS-A ICPS-B1 ICPS-B2 ICPS-C Subtotal Capital 

‘000 ‘000 ‘000 ‘000 ‘000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

At 1 January 006 113,048 18,965 36,460 36,460 ,47 113,048 1,897 3,646 3,646 , 47 11,436 1 4,484 

Ordinary shares issued 

during the year: 

Conversion of 

preference shares 15 (1,674) – – – 15 (168) – – – (168) (16) 


and 1 January 007 113, 00 17, 91 36,460 36,460 ,47 113, 00 1,7 9 3,646 3,646 , 47 11, 68 1 4,468 

Conversion of 

preference shares 36,695 (3,057) (36,417) – – 36,695 (305) (3,64 ) – – (3,947) 3 ,748 

At 31 December 007 149,895 14, 34 43 36,460 ,47 149,895 1,4 4 4 3,646 , 47 7,3 1 157, 16


22. SHARE CAPITAL AND TREASURY SHARES (CONT’D) 


Number of Shares Amount 

2007 2006 2007 2006 

’000 ’000 RM’000 RM’000 

Authorised share capital 

Ordinary shares of RM1.00 each 

At 1 January/31 December 900,000 900,000 900,000 900,000 

Preference shares of RM0.10 each 

At 1 January/31 December 1,000,000 1,000,000 100,000 100,000 

Total 1,900,000 1,900,000 1,000,000 1,000,000 

The holders of ordinary shares are entitled to receive dividends as declared from time to time and are entitled to 

one vote per share at meetings of the Company. All ordinary shares rank equally with regard to the Company’s 

residual assets. 

(a) Irredeemable Convertible Preference Shares (“ICPS”) 

The ICPS are constituted pursuant to the restructuring plan of the Group. 

The main features of the ICPS are as follows: 

(i) Each registered holder of ICPS-A, ICPS-B1, ICPS-B and ICPS-C shall have the right to convert 

such amount of ICPS-A, ICPS-B1, ICPS-B and ICPS-C held into fully paid-up ordinary shares 

of the Company at any time during the Conversion Period. 

(ii) The conversion of ICPS-A into new ordinary shares of the Company at a conversion price of 

RM1.10 each shall be satisfied by tendering the equivalent par value of the ICPS-A for every one 

new ordinary share. 

(iii) The conversion of ICPS-B1, ICPS-B or ICPS-C shall be by tendering one unit of ICPS-B1, ICPS- 

B or ICPS-C respectively for conversion into new ordinary shares of the Company of which 

RM0.10 is paid up. The remaining RM0.90 shall be paid up from the share premium reserve of 

the Company. 

(iv) The holders of ICPS-A will have the right to convert the ICPS into new ordinary shares of the 

Company at any time during the tenure of the ICPS-A. The holders of ICPS-B1 will have the right 

to convert the ICPS into new ordinary shares of the Company from the third anniversary date 

of its issuance. The holders of ICPS-B and ICPS-C will have the right to convert the ICPS into 

new ordinary shares of the Company from the fourth anniversary date of their first issuance. 

Unless previously converted, all outstanding ICPS-A, ICPS-B1, ICPS-B or ICPS-C will be 

mandatorily converted on the immediate day before the fifth anniversary of the date of the first 

issuance. 

(v) The Company shall maintain sufficient Share Premium Reserve of up to RM85,853,000 at all times 

to allow the conversion of outstanding ICPS-B1, ICPS-B or ICPS-C into new ordinary shares 

of the Company. 



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(a) Irredeemable Convertible Preference Shares (“ICPS”) (Cont’d) 

(vi) The ICPS-A rank pari passu with the ICPS-B1 and ICPS-B but shall rank in priority to the ICPS- 

C and ordinary shares in respect of return of capital on liquidation or otherwise for the par value 

of the ICPS-A provided that there shall be no further right to participate in the surplus assets or 

profits of the Company. 

(vii) The ICPS-B1 and ICPS-B shall carry a cumulative dividend of 1. 6 sen per ICPS-B1 and ICPS- 

B , payable annually over the tenure of ICPS-B1 and ICPS-B at the end of each financial year, 

commencing on the second anniversary of the date of first issuance, subject to the Company 

having sufficient profit to declare dividend. Such rights to the cumulative dividends which have 

not been declared shall be extinguished upon the conversion of ICPS-B1 or ICPS-B into new 

ordinary shares of the Company. 

No dividend is distributable to ICPS-A and ICPS-C prior to the conversion into ordinary shares 

of the Company. 

(viii) The new ordinary shares of the Company to be issued pursuant to the conversion of the ICPS- 

A, ICPS-B1, ICPS-B or ICPS-C shall, upon allotment and issue, rank pari passu in all respect 

with the existing ordinary shares of the Company, save and except that they will not be entitled 

to any dividend or distributions made prior to the conversion date. 

(b) Employees’ Share Option Scheme (“ESOS”) 

The Company implemented an ESOS which is governed by the by-laws approved by the shareholders 

at Extraordinary General Meetings held on 8 April 003 and 1 September 004. 

The salient features of the ESOS are as follows: 

(i) Eligible persons are employees of the Group (including directors) who have attained the age of 

18 years, have been confirmed in the employment of the Group and are employed full time by 

and on the payroll of a company within the Group. The eligibility for participation in the ESOS 

shall be at the discretion of the Options Committee appointed by the Board of Directors. 

In the case of directors, major shareholders or persons connected with directors or major 

shareholders of the Group, their specific entitlement under the Scheme shall be approved by 

the shareholders of the Company in a general meeting. 

(ii) The total number of shares to be offered shall not exceed in aggregate 15% of the total issued 

share capital of the Company at any point of time during the tenure of the ESOS, which shall be 

in force for a period of five years. 

(iii) Not more than 50% of new shares of the Company available under the Scheme should be 

allocated in aggregate to the director and senior management of the Company and not more 

than 10% of new shares of the Company available under the Scheme should be allocated to 

any individual director or employee who, either singly or collectively through persons connected 

with him, holds 0% or more in the issued and paid-up capital of the Company. 

(iv) The option price for each share shall be subject to a discount of not more than 10% from the 

5 day weighted average market price of the shares of the Company immediately preceding the 

offer date, or the par value of the shares of the Company of RM1, whichever is the higher. 

(v) No option shall be granted for less than 100 shares to any eligible employee and shall always be 

in multiples of 100 shares. 

(vi) An option granted under the ESOS shall be capable of being exercised by the grantee by notice 

in writing to the Company before the expiry of five years from the date of the offer or such shorter 

period as may be specified in such offer. 





(b) Employees’ Share Option Scheme (“ESOS”) (Cont’d) 


(vii) The new shares to be issued upon any exercise of the option shall, upon allotment and issuance, 

rank pari passu in all respects with the existing shares of the Company save and except that the 

new shares will not be entitled to any dividends, rights, allotments and/ or other distributions 

where the entitlement date precedes the date of allotment of the new shares. The option shall 

not carry any rights to vote at any general meeting of the Company. 

(viii) The non-executive directors of the Group who have been granted options shall not sell, transfer 

or assign the new ordinary shares of the Company obtained through the exercise of the options 

offered to him under the ESOS within one year from the date of offer of such options. 

There were no ESOS granted during the current or previous financial years. 

(c) Treasury Shares 

This amount relates to the acquisition cost of treasury shares. 

The shareholders of the Company, by a special resolution passed in an annual general meeting held 

on 6 June 007 approved the Company’s plan to repurchase its own ordinary shares. The directors 

of the Company believe that the repurchase plan can be applied in the best interest of the Company 

and its shareholders. 

During the financial year, the Company repurchased 1,000 and 00 of it issued ordinary shares from the 

open market at an average price of RM1.50 and RM4.70 per share respectively. The total consideration 

paid for the repurchase was RM ,468, comprising of consideration paid amounting to RM ,440 and 

transaction costs of RM 8. The repurchase transactions were financed by internally generated funds. 

The shares repurchased are being held as treasury shares in accordance with Section 67A of the 

Companies Act, 1965. 

Of the total of 149,895,155 ( 006: 113, 00,351) issued and fully paid ordinary shares as at 31 December 

007, 1 ,800 ( 006: 11,600) are held as treasury shares by the Company. As at 31 December 007, 

the number of outstanding ordinary shares in issue after the setoff is therefore 149,88 ,355 ( 006: 

113,188,751) ordinary shares of RM1 each. 

23. FOREIGN CURRENCY TRANSLATION RESERVE 

The foreign currency translation reserve is used to record exchange differences arising from the translation 

of the financial statements of foreign operations whose functional currencies are different from that of the 

Group’s presentation currency. 

24. MINORITY INTERESTS 

The minority shareholders’ share of losses in certain subsidiaries is limited to their share of the paid up capital 

of these subsidiaries. The minority shareholders had shared losses up to their share of paid up capital of 

these subsidiaries of approximately RM8,050,000 ( 006: RM8,050,000). 

The minority shareholders’ share of profits during the year and cumulative losses which are taken up by 

the Group are approximately RM710,000 ( 006: RM 6 ,000) and RM54,406,000 ( 006: RM6 ,731,000) 

respectively. The share of profits during the year has been set off against past losses not shared by the 

minority shareholders, until such time that these subsidiaries are able to generate sufficient profits to recoup 

all these losses. 



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25. BORROWINGS 

Short Term Borrowings 



GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Secured: 

Bankers’ acceptances 3,578 1,690 – – 

Term loans 15,000 7,481 15,000 7,481 

Hire purchase and finance lease 

liabilities (Note 6) 18 137 – – 

Interest payable 831 700 831 – 

19,6 7 30,008 15,831 7,481 

Unsecured: 

Interest payable 80 79 – – 

Long Term Borrowings 

19,707 30,087 15,831 7,481 

Secured: 

Term loans 4,000 – 4,000 – 



Total Borrowings 

4,614 369 4,000 – 

Bankers’ acceptances 3,578 1,690 – – 

Term loans 39,000 7,481 39,000 7,481 



43,410 9,677 39,000 7,481 

Interest payable 911 779 831 – 

Maturity of borrowings 

(excluding hire purchase 

and finance lease liabilities) 

44,3 1 30,456 39,831 7,481 

Not later than 1 year 19,489 9,950 15,000 7,418 

Later than 1 year and not later than years 4,000 – 4,000 – 

The borrowings are secured by way of: 

• fixed charges on certain properties of the Group with a carrying amount of RM5,84 ,000 ( 006: 

RM16,380,000); 

• deposits with licensed banks amounting to RM7,303,000 ( 006: RM5,054,000); 

• fixed and floating charges over the other assets of certain subsidiaries; and 

• corporate guarantee from the Company and ultimate holding company. 

Other information on financial risks of borrowings are disclosed in Note 34.


26. HIRE PURCHASE AND FINANCE LEASE LIABILITIES 


GROUP 

2007 2006 

RM’000 RM’000 

Future minimum lease payments: 

Not later than 1 year 66 165 

Later than 1 year and not later than years 6 160 

Later than years and not later than 5 years 378 46 

Later than 5 years 39 - 

Total future minimum lease payments 945 571 

Less: future finance charges (113) (65) 

Present value of finance lease liabilities (Note 5) 83 506 

Analysis of present value of finance lease liabilities: 

Not later than 1 year 18 137 

Later than 1 year and not later than years 31 140 

Later than years and not later than 5 years 346 9 

Later than 5 years 37 – 

83 506 

Less: Amount due within 1 months (Note 5) ( 18) (137) 

Amount due after 1 months (Note 5) 614 369 

The Group has hire purchase contracts on property, plant and equipment (see Note 13(b)). There are no 

restrictions placed upon the Group by entering into these leases. 

Other information on financial risks of hire purchase and finance lease liabilities are disclosed in Note 34. 

27. DEFERRED TAX 

GROUP 

2007 2006 

RM’000 RM’000 

At 1 January 1,000 1,148 

Recognised in the income statement (Note 10) (46) (148) 

At 31 December 954 1,000 

Presented after appropriate offsetting as follows: 

Deferred tax liabilities 954 1,000 



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86 



27. DEFERRED TAX (CONT’D) 

The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting 

are as follows: 

Deferred tax liabilities of the Group: 



Property, 

Plant and Revaluation 

Equipment Surplus Others Total 

RM’000 RM’000 RM’000 RM’000 

At 1 January 007 661 769 – 1,430 

Recognised in income statement – – ( ) ( ) 

At 31 December 007 661 769 ( ) 1,4 8 

At 1 January 006 549 838 45 1,43 

Recognised in income statement 11 (69) (45) ( ) 

At 31 December 006 661 769 – 1,430 

Deferred tax assets of the Group: 

Unused Tax 

Losses and 

Unabsorbed 

Capital 

Allowances Others Total 

RM’000 RM’000 RM’000 

At 1 January 007 (51) (379) (430) 

Recognised in income statement (5) (39) (44) 

At 31 December 007 (56) (418) (474) 

At 1 January 006 (41) ( 43) ( 84) 

Recognised in income statement (10) (136) (146) 

At 31 December 006 (51) (379) (430) 

Deferred tax assets have not been recognised in respect of the following items: 

2007 2006 

RM’000 RM’000 

Unused tax losses 66,957 73,044 

Unabsorbed capital allowances 61,91 6 ,777 

3 8,869 335,8 1 

Deferred tax assets have not been recognised in respect of these items as they may not be used to offset 

taxable profits of other subsidiaries in the Group and they have arisen in subsidiaries that have a recent history 

of losses. 

The unutilised tax losses and unabsorbed capital allowances of the Company are available for offsetting 

against future taxable profits subject to no substantial change in shareholdings under the Income Tax Act, 

1967 and guidelines issued by the tax authority.

28. PROVISIONS 



GROUP 

2007 2006 

RM’000 RM’000 

Liquidated Ascertained Damages 

At 1 January 568 597 

Additional provision during the year 67 – 

Utilisation of provision (88) ( 9) 

At 31 December 547 568 

At 31 December 

Current 547 568 

Provision for liquidated ascertained damages is in respect of projects undertaken by a subsidiary. The provision 

is recognised for expected liquidated ascertained damages claims based on the terms of the applicable sale 

and purchase agreements. 

29. TRADE AND OTHER PAYABLES 

Current 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Trade payables 

Third parties 6,78 19,981 – – 

Retention sums 363 363 – – 

7,145 0,344 – – 

Other payables 

Due to subsidiaries – – 34,619 34,886 

Due to ultimate holding company – 5,155 – – 

– 5,155 34,619 34,886 

Accruals 9, 0 9,069 130 1,433 

Deferred payables – 3,039 – – 

Provision for contribution cost 43 43 – – 

Rental payables ,084 1,834 – – 

Dividend payables 5,787 1,740 5,787 1,740 

Royalty payables 1,173 8,053 – – 

Sundry payables 6,131 10,663 188 173 

4,6 0 39,796 40,7 4 38, 3 

51,765 60,140 40,7 4 38, 3 



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29. TRADE AND OTHER PAYABLES (CONT’D) 

(a) Trade payables 

Trade payables are non-interest bearing and the normal trade credit term granted to the Group ranges 

from 30 to 90 days ( 006: 30 to 90 days). Included in trade payables are balances due to the following 

related parties: 



GROUP 

2007 2006 

RM’000 RM’000 

Tenggara Senandung Sdn. Bhd., a subsidiary of Naluri 

Corporation Berhad, the ultimate holding company 3 6 

Emas Kerajang Sdn. Bhd., a company in which its 

holding company, Atlan Holdings Bhd., is a corporate 

shareholder of Naluri Corporation Berhad 1,580 480 

(b) Amount due to related companies 

The amount due to ultimate holding company is mainly rental payable which is interest free, unsecured 

and is repayable on demand. 

The amounts due to subsidiaries are mainly advances which are interest free, unsecured and are 

repayable on demand. 

(c) Other payables 

i. The amounts due to ultimate holding company were mainly rental and deposit payable by one 

of the subsidiaries of the Group. 

ii. The movements of provision for contribution cost are as follows: 

GROUP 

2007 2006 

RM’000 RM’000 

At 1 January 007 43 1,778 

Addition during the year – 5 

Utilisation of provision – (406) 

Unused amount reversed – (1,134) 

At 31 December 007 43 43 

iii. Dividend payables are amount payable to the holders of ICPS-B1 and ICPS-B as disclosed in 

Note and accrual for interim dividend as disclosed in Note 11.


29. TRADE AND OTHER PAYABLES (CONT’D) 

(c) Other payables (Cont’d) 

iv. Included in other payables is balance due to the following related party: 


GROUP 

2007 2006 

RM’000 RM’000 

Subsidiary of Naluri Corporation Berhad: 

Tenggara Senandung Sdn. Bhd. 14 1 

Zon Hospitality Services Sdn. Bhd. 7 – 

v. Deferred payables relate to the amount owing for the purchase of leasehold land by a subsidiary 

which is payable over a period of ten years upon commencement of the subsidiary’s business 

operations. 

Further details on related party transactions are disclosed in Note 33. 

Other information on financial risks of other payables are disclosed in Note 34. 

30. COMMITMENTS 

(a) Capital Commitments 

GROUP 

2007 2006 

RM’000 RM’000 

Capital Expenditure 

Approved and contracted for: 

Biological assets 150 – 

Property, plant and equipment 3,645 ,958 

(b) The Group as Lessee 

Operating lease payments represent rentals payable by the Group for use of land and buildings. Leases 

are negotiated for a term of to 10 years ( 006: to 10 years). 

The future aggregate minimum lease payments under non-cancellable operating leases contracted for 

as at the balance sheet date but not recognised as liabilities, are as follows: 

GROUP 

2007 2006 

RM’000 RM’000 

Future minimum rentals payments: 

Not later than 1 year 11,479 9,184 

Later than 1 year and not later than 5 years 47,047 46,1 0 

Later than 5 years 4,40 36,50 

8 ,9 8 91,806 



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30. COMMITMENTS (CONT’D) 

(c) The Group as Lessor 

Operating lease receipts represent rentals receivable by the Group from renting out the land and 

buildings. These leases have remaining non-cancellable lease terms of 1 year. 

The future minimum lease payments receivable under non-cancellable operating leases contracted for 

as at the balance sheet date but not recognised as receivables, are as follows: 



GROUP 

2007 2006 

RM’000 RM’000 

Future minimum rentals receivable: 

Within one year 4 0 – 

Rental income recognised in profit or loss during the financial year is disclosed in Note 4. 

31. CONTINGENT LIABILITIES 

COMPANY 

2007 2006 

RM’000 RM’000 

Contingent liabilities in respect of guarantees extended in support 

of banking and other credit facilities granted to subsidiaries: 

Secured by deposits with licensed banks (Note 1) 3,643 16,690 

32. OTHER MATERIAL LITIGATIONS 

The following are the other material litigations involving the Group: 

(i) An arbitration proceeding was initiated by Mancon Berhad on behalf of Nilai Barisan Sdn. Bhd. (“NBSB”) 

against Kelana Megah Sdn. Bhd. (“KMSB”) to review the interim certificates issued by KMSB’s architect 

regarding its contract as nominated sub contractor for the supply, delivery, installation, testing and 

commissioning of air conditioning and mechanical ventilation works for the construction of the Johor 

Bahru Duty Free Complex. The amount in dispute is approximately RM ,468,000. KMSB counterclaimed 

that the amount claimed by NBSB is excessive, inaccurate and inconsistent with the rates 

agreed. Furthermore, KMSB counter-claimed that it incurred damages due to NBSB’s defective works 

and it is estimated that the cost and expense to rectify the defective and/or incomplete works will be 

approximately RM1,909,000. 

The arbitration is currently put in abeyance in view of the fact that NBSB was wound up on 8 August 

000. KMSB’s solicitor had on 1 January 00 informed the Arbitrator of the status of NBSB. KMSB’s 

solicitors had been informed by the Arbitrator that the Arbitrator would send a letter to NBSB’s solicitors 

on whether they intend to continue with the proceedings and that if they fail to respond, the Arbitrator 

would strike out the claim. However, the Arbitrator has yet to respond to KMSB’s solicitors in spite of 

KMSB’s solicitors’ numerous reminders to the Arbitrator to respond and requests that the Arbitrator 

brings the matter to a close.


32. OTHER MATERIAL LITIGATIONS (CONT’D) 


(ii) On 30 December 1999, LH Technology Sdn. Bhd. (“LHT”) commenced legal proceedings against 

KMSB claiming a sum of RM1,0 6,000 on behalf of Mancon Berhad whereby KMSB has provided an 

undertaking to pay LHT. 

LHT has filed a Notice of Appeal against the High Court’s decision to set aside the Summary Judgement 

against KMSB. The appeal is now pending the fixing of a hearing date before the Court of Appeal. 

Meanwhile, the Court of Appeal had, after the case management of LHT’s appeal on January 008 

and 11 March 008, instructed that the Court of Appeal would notify the parties in due course of the 

next date for case management of LHT’s appeal. 

(iii) Pursuant to Writ of Summons and Statement of Claim dated 30 December 003, the Company is 

claiming RM3,044,000 from Eden Enterprises (M) Berhad (“EEB”) for the outstanding amounts due 

to the Company and its subsidiaries through various transactions and/or inter-companies loans while 

EEB and its subsidiaries were subsidiaries of the Company. The Company is also seeking specific relief 

from Zil Enterprise Sdn. Bhd. and EEB to fulfil their obligations, including the release of the relevant 

corporate guarantee amounting to RM13,803,000 that had been undertaken prior to the renunciation 

of the Company’s entitlement to the rights issue and special issue of EEB’s shares. 

On 7 June 005, the Senior Assistant Registrar had allowed EEB’s application to amend their Statement 

of Defence and the addition of a counter-claim against the Company. The Company’s solicitors have 

on 13 June 005 filed a Notice of Appeal to the Judge in Chambers against the Senior Assistant 

Registrar’s decision. This Appeal by the Company which came up for hearing on 30 January 008 has 

been adjourned to a date to be fixed by the Court. 

The banks which had provided the banking facilities secured by the corporate guarantee amounting to 

RM13,803, 78 have confirmed that the facilities have been fully paid off. The Company has filed the 

relevant forms with the Companies Commission of Malaysia to perfect the discharge of the corporate 

guarantee. The Company’s Counsel had applied to the Court to amend the Writ of Summon and 

Statement of Claim. This application to amend which came up for hearing on 13 February 008 has 

been adjourned to a date to be fixed by the Court. 

(iv) On 10 April 004, DFZ Duty Free (Langkawi) Sdn. Bhd. (“DDF”) had filed a defence and affidavit to 

strike out the Statement of Claim filed by EEB against DDF as the First Defendant, Chuan Hooi Huat 

and Wong Soo Teong, Terry, who are the former directors of the Company as the Second and Third 

Defendant respectively, for tort of conspiracy in respect of a lease agreement entered into between 

EEB and DDF on 0 August 00 . 

On 10 October 005, the Senior Assistant Registrar allowed EEB’s application to amend the Writ of 

Summons and Statement of Claim. 

EEB had on 4 August 005 filed for an application to the High Court seeking for a mandatory injunction 

compelling DDF to quit, vacate and deliver the aforesaid duty free outlet and staff living quarters in 

Langkawi. On 6 December 005, the learned High Court Judge dismissed EEB’s application for a 

mandatory injunction. EEB has subsequently appealed to the Court of Appeal on the said decision and 

the matter is currently still pending the fixing of an appeal date by the Court of Appeal. 



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32. OTHER MATERIAL LITIGATIONS (CONT’D) 

(v) The Company had been served with a Petition together with a Summons in Chambers (Inter Parte) and 

an affidavit in support dated 6 October 004 by the solicitors acting for Adenan Bin Ismail, a shareholder 

of Naluri Corporation Berhad, seeking, amongst others, the following orders: 

• That any resolutions passed by the shareholders and/or directors of Naluri Corporation Berhad 

approving the alleged related party transactions set out in the petition to be cancelled; and 

• That the Company do pay to Naluri Corporation Berhad the monies paid to the Company and/or 

the financial institutions who received monies pursuant to the alleged related party transactions 

as set out in the petition. 

During the hearing on 17 June 005, the learned High Court Judge delivered the following decisions: 

(a) the Petitioner’s application for injunctive reliefs against Atlan Holdings Bhd. and Atlan Properties 

Sdn. Bhd. was dismissed with costs; and 

(b) The five (5) applications by all the Respondents to strike out the Petition were allowed with 

costs. 

The Petitioner has lodged an appeal to the Court of Appeal on 15 July 005 against the decisions given 

by the learned High Court Judge on 17 June 005 and the matter is currently pending the fixing of an 

appeal date by the Court of Appeal. 

(vi) On 8 August 1995, Zainal Azman bin Md. Zain (“ZAMZ”), the administrator of the estate of Wan Zainab 

binti M.A. Bakar, commenced legal proceedings against the Company and six (6) of its Directors at that 

point in time, in the Penang High Court for the alleged:- 

(a) fraudulent and non-payment transfer of 36,666 units of shares in DFZ (M) Sdn. Bhd. (“DFZSB”) 

to the Company for the amount of RM37,000 which belonged to his mother, Wan Zainab binti 

M.A. Bakar; 

(b) fraudulent and underpayment of transfer of 5,000 units of shares in DFZSB to the Company which 

is valued at RM3.50 each totaling RM17,500 which also belonged to his mother, Wan Zainab 

binti M.A. Bakar; and 

(c) breach of trust by failing to give a full and frank disclosure of the said transfers of shares. 

ZAMZ is claiming for the sum of RM13,901,000 being the value of the shares, general, aggravated and 

exemplary damages of RM30,000 together with interest and costs. 

After hearing submission of counsels for the respective parties, the Court had on 31 January 007 

decided that the Plaintiff has failed to prove its case and accordingly dismissed the action with costs. 

The Plaintiff has filed a Notice of Appeal to the Court of Appeal against the decision of the Penang High 

Court. 




33. SIGNIFICANT RELATED PARTY TRANSACTIONS 


(a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company 

had the following transactions with related parties during the financial year: 

GROUP COMPANY 

2007 2006 2007 2006 

RM’000 RM’000 RM’000 RM’000 

Car park rental paid to 

Tenggara Senandung 

Sdn. Bhd. 76 530 – – 

Advertisement space rental 

received from Emas 

Kerajang Sdn. Bhd. (i) – 4 – – 

Advertisement space rental 

paid to Emas Kerajang 

Sdn. Bhd. (i) 4 4 – – 

Purchases from Emas 

Kerajang Sdn. Bhd. 0,140 16,773 – – 

Purchases from Tenggara 

Senandung Sdn. Bhd. 40 19 – – 

Rental payable/paid to 

ultimate holding company (i) 10,083 10,000 – – 

Rental receivable/received 

from Tenggara Senandung 

Sdn. Bhd. (i) 3,157 3,00 – – 

Sales to Emas Kerajang 

Sdn. Bhd. 9,671 9,153 – – 

Sales to Tenggara Senandung 

Sdn. Bhd. 48 15 – – 

Security, maintenance and 

engineering services 

receivable/received from 

Tenggara Senandung 

Sdn. Bhd. 5 8 5 8 – – 

Property, plant and equipment 

transferred to ultimate 

holding company 10,517 – – – 

Advances to subsidiaries – – ,3 0 7,501 

Repayment to subsidiaries – – 67 – 

Dividend received from 

a subsidiary – – 5,580 1,980 

(i) Rental income/expenses were made in accordance with prices negotiated between the 

parties. 

Information regarding outstanding balances arising from related party transactions as at 31 

December 007 are disclosed in Notes 18 and 9. 



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94 



33. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D) 

(b) Compensation of key management personnel 

The remuneration of directors and other members of key management during the year was as 

follows: 



2007 2006 

RM’000 RM’000 

Short-term employee benefits 3,189 3,890 

Defined contribution plan 333 3 8 

Included in the total key management personnel are: 

3,5 4, 18 

2007 2006 

RM’000 RM’000 

Directors’ remuneration (Note 6) 3,370 3,540 

34. FINANCIAL INSTRUMENTS 

(a) Financial risk management objectives and policies 

The Group’s financial risk management policy seeks to ensure that adequate financial resources are 

available for the development of the Group’s businesses whilst managing its interest rate risks (both fair 

value and cash flow), foreign currency risk, liquidity risk and credit risk. The Board reviews and agrees 

policies for managing each of these risks and they are summarised below. The Group does not trade 

in derivative financial instruments during the financial year. 

(b) Interest rate risks 

Cash flow interest rate risk is the risk that the future cash flows of a financial instrument will fluctuate 

because of changes in market interest rates. Fair value interest rate risk is the risk that the value of a 

financial instrument will fluctuate due to changes in market interest rates. As the Group has no significant 

interest-bearing financial assets, the Group’s income and operating cash flows are substantially 

independent of changes in market interest rates. The Group’s interest-bearing financial assets are 

mainly short term in nature and have been mostly placed in fixed deposits. 

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at floating 

rates expose the Group to cash flow interest rate risk. Borrowings obtained at fixed rates expose the 

Group to fair value interest rate risk. The Group manages its interest rate exposure by maintaining a 

mix of fixed and floating rate borrowings.

34. FINANCIAL INSTRUMENTS (CONT’D) 

(b) Interest rate risks (Cont’d) 



The following tables set out the carrying amounts, the weighted average effective interest rates (“WAEIR”) 

as at the balance sheet date and the remaining maturities of the Group’s and the Company’s financial 

instruments that are exposed to interest rate risk: 


GROUP 

Within 1 1 - 2 2 - 3 3 - 4 4 - 5 

Note WAEIR Year Years Years Years Years Total 

% RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Fixed rate 

Term loans 5 6.91 (15,000) ( 4,000) – – – (39,000) 

Hire purchase and 

finance lease 

liabilities 6 3.45 ( 18) ( 31) (160) (1 4) (99) (83 ) 

Floating rate 

Cash and bank balances 1 .71 30,007 – – – – 30,007 

Bankers’ acceptances 5 3.75 (3,578) – – – – (3,578) 

COMPANY 

Floating rate 

Cash and bank balances 1 3.50 19 – – – – 19 


GROUP 

Fixed rate 

Term loans 5 6 ( 7,481) – – – – ( 7,481) 


finance lease liabilities 6 5 (137) (140) (144) (58) ( 7) (506) 

Floating rate 

Cash and bank balances 1 .89 15,18 – – – – 15,18 

Bankers’ acceptances 5 3.88 (1,690) – – – – (1,690) 

COMPANY 

Floating rate 

Cash and bank balances 1 .86 10,1 8 – – – – 10,1 8 

Interest on financial instruments subject to floating interest rates is repriced annually. Interest on financial 

instruments at fixed rates are fixed until the maturity of the instrument. The other financial instruments 

of the Group and the Company that are not included in the above tables are not subject to interest rate 

risks. 



95

96 




(c) Foreign currency risk 

The Group is exposed to transactional currency risk primarily through sales and purchases that are 

denominated in a currency other than the functional currency of the operations to which they relate. The 

currencies giving rise to this risk are primarily United States Dollars, Singapore Dollar, Japanese Yen, 

Euro, Australia Dollar, Thai Baht, New Taiwan Dollar, Sterling Pound and Renminbi. Foreign exchange 

exposures in transactional currencies other than functional currencies of the operating entities are kept 

to an acceptable level. 

The net unhedged financial assets and financial liabilities of the Group that are not denominated in their 

functional currencies are as follows: 

At 31 December 2007: 

Functional United 

Currency of Australian Japanese Singapore Sterling States Thai Indonesia 

the Group Dollar Euro Yen Dollar Pound Dollar Baht Ruppiah Total 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Trade Receivables 

Ringgit Malaysia 3 6 – – – 64 – – 73 

Cash and Bank Balances 

Ringgit Malaysia 4 3 4 19 134 3 6 16 508 



7 9 4 19 398 3 6 16 781 

Trade Payables 

Ringgit Malaysia – 55 – 60 1 6,311 – – 6,438 

Other Payables 

Ringgit Malaysia – - – – – – – 131 131 

– 55 – 60 1 6,311 – 131 6,569


(c) Foreign currency risk (Cont’d) 

At 31 December 2006: 



Functional New United 

Currency of Australian Japanese Taiwan Singapore Sterling States Thai 

the Group Dollar Euro Yen Dollar Dollar Pound Dollar Baht Renminbi Total 

RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 

Trade Receivables 

Ringgit Malaysia 3 5 – – 5 – 1,051 – – 1,064 

Cash and Bank 

Balances 

Ringgit Malaysia 5 3 3 3 4 71 91 1 403 

8 8 3 3 9 1,1 91 1 1,467 

Trade Payables 

Ringgit Malaysia – – – – 194 79 ,145 – – ,418 

Other Payables 

Ringgit Malaysia – – – – – – – – 

(d) Liquidity risk 

– – – – 194 79 ,145 – ,4 0 

The Group manages its debt maturity profile, operating cash flows and the availability of funding so 

as to ensure that refinancing, repayment and funding needs are met. As part of its overall liquidity 

management, the Group maintains sufficient levels of cash or cash convertible investments to meet its 

working capital requirements. In addition, the Group strives to maintain available banking facilities at 

a reasonable level to its overall debt position. As far as possible, the Group raises committed funding 

from both capital markets and financial institutions and balances its portfolio with some short term 

funding so as to achieve overall cost effectiveness. 

(e) Credit risk 

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with 

recognised and creditworthy third parties. It is the Group’s policy that all customers who wish to 

trade on credit terms are subject to credit verification procedures. In addition, receivable balances are 

monitored on an ongoing basis. Since the Group trades only with recognised and creditworthy third 

parties, there is no requirement for collateral. 

The credit risk of the Group’s other financial assets, which comprise cash and cash equivalents and 

marketable securities, arises from default of the counterparty, with a maximum exposure equal to the 

carrying amount of these financial assets. 

The Group does not have any significant exposure to any individual customer or counterparty nor does 

it have any major concentration of credit risk related to any financial assets, other than as disclosed in 

Note 18. 



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98 




(f) Fair values 

The carrying amounts of financial assets and financial liabilities of the Group and of the Company at 

the balance sheet date approximated their fair values except for the following: 




GROUP COMPANY 

Carrying Carrying 

Note Amount Fair Value Amount Fair Value 

RM’000 RM’000 RM’000 RM’000 


finance lease payables 6 614 800 – – 


Marketable securities 0 11,947 1 ,885 – – 


finance lease liabilities 6 369 371 – – 

The methods and assumptions used by management to determine fair values of financial instruments 

other than those whose carrying amounts reasonably approximate their fair values are as follows: 

i. Marketable securities 

The fair value of quoted shares is determined by reference to stock exchange quoted market bid 

prices at the close of the business on the balance sheet date. 

ii. Borrowings 

Fair value has been determined using discounted estimated cash flows. The discount rates 

used are the current market incremental lending rates for similar types of lending, borrowing and 

leasing arrangements. 

35. SEGMENT INFORMATION 

(a) Reporting Format 

The primary segment reporting format is determined to be business segments as the Group’s risks 

and rates of return are affected predominantly by differences in the products and services produced. 

The activities of the Group are carried out mainly in Malaysia and as such, segmental reporting by 

geographical locations is not presented. The operating businesses are organised and managed 

separately according to the nature of the products and services provided, with each segment representing 

a strategic business unit that offers different products and serves different markets.

35. SEGMENT INFORMATION (CONT’D) 

(b) Business Segments 


The Group comprises the following main business segments: 

(i) Trading of duty free goods and non-dutiable merchandise; 

(ii) Properties and hospitality. 


Other operations of the Group mainly comprise provision of management service, recreation, tours and 

travel services, neither of which constitutes a separately reportable segment. 

(c) Allocation Basis and Transfer Pricing 

Segment results, assets and liabilities include items directly attributable to a segment as well as those 

that can be allocated on a reasonable basis. 

The directors are of the opinion that transfer prices between business segments are set on an arm’s 

length basis in manner similar to transactions with third parties. Segment revenue, expenses and results 

include transfers between business segments. These transfers are eliminated on consolidation. 

Business Segments 

The following table provides an analysis of the Group’s revenue, results, assets, liabilities and other 

information by business segment: 


REVENUE 

AND EXPENSES 

Trading of duty 

free goods and Properties 

non-dutiable and 

merchandise Hospitality Others Eliminations Consolidated 

RM’000 RM’000 RM’000 RM’000 RM’000 

Revenue 

Sales to external 

customers 58,448 45,014 1,510 - 304,97 

Inter-segment sales 1,50 4,696 5,894 (3 ,09 ) - 

Total revenue 59,950 49,710 7,404 (3 ,09 ) 304,97 

Results 

Segment results 4,477 6,018 4,788 ( 5, 40) 30,043 

Finance costs (3,018) 

Profit before tax 7,0 5 

Income tax expense (8,459) 

Profit for the year 18,566 



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100 




(c) Allocation Basis and Transfer Pricing (Cont’d) 

Business Segments (Cont’d) 







RM’000 RM’000 RM’000 RM’000 RM’000 

ASSETS AND 

LIABILITIES 

Segment assets 98,7 8 ,473 35,7 7 – 16,9 

Segment liabilities 39,540 1 ,33 48,699 – 100,571 

OTHER SEGMENT 

INFORMATION 

Amortisation of 

prepaid land 

lease payments ( 37) – – – ( 37) 

Capital expenditure (999) (4,173) (976) – (6,148) 

Depreciation ( ,538) (1,470) ( 73) – (4, 81) 

Reversal of 

impairment losses 

for property, plant 

and equipment – 551 – – 551 

Write off of 

intangible assets (879) – – – (879) 

Non-cash income/ 

(expenses) other 

than depreciation, 

amortisation and 

impairment losses (3,039) 5,15 506 – ,619 


REVENUE AND 

EXPENSES 

Revenue 

Sales to external 

customers 3 ,01 4 ,405 1,513 – 75,930 

Inter-segment sales 1,991 4,469 ,160 (8,6 0) – 

Total revenue 34,003 46,874 3,673 (8,6 0) 75,930 

Results 

Segment results 16,766 5,99 566 ( ,555) 0,769 

Finance costs ( ,431) 

Profit before tax 18,338 

Income tax expense (5,303) 

Profit for the year 13,035



(c) Allocation Basis and Transfer Pricing (Cont’d) 

Business Segments (Cont’d) 

ASSETS AND 

LIABILITIES 






RM’000 RM’000 RM’000 RM’000 RM’000 

Segment assets 90,993 78,6 3 33,6 8 – 03, 44 

Segment liabilities 9,136 3 ,333 3 ,799 – 94, 68 

OTHER SEGMENT 

INFORMATION 

Amortisation of 

prepaid land 

lease payments ( 37) (63) – – (300) 

Capital expenditure (4, 64) (16,660) (730) – ( 1,654) 

Depreciation ( ,749) (1,080) ( 19) – (4,048) 

Reversal of 

impairment losses 

for property, plant 

and equipment – ,6 – – ,6 

Non-cash income/ 

(expenses) other 

than depreciation, 

amortisation and 

impairment losses (3,1 ) 3,416 94 – 588 

36. SIGNIFICANT AND SUBSEQUENT EVENTS 

Save as disclosed below, there were no material events subsequent to the end of the current quarter under 

review: 

(a) Conversion of 4 , 50 ICPS-A to 38,386 ordinary shares on piece meal basis by way of surrendering 

equivalent par value of the ICPS-A to satisfy the conversion price of RM1.10 per ordinary share. 

(b) Conversion of 13,000 ICPS-B1 to 13,000 ordinary shares on piece meal basis by way of tendering (1) 

unit of ICPS-B1 of which RM0.10 is paid. The remaining RM0.90 was paid up from the share premium 

reserve of the Company to satisfy the conversion price of RM1.00 of the ordinary shares. 



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10 



36. SIGNIFICANT AND SUBSEQUENT EVENTS (CONT’D) 

(c) On 8 January 008, the Company has completed its acquisition on the entire equity interest in Emas 

Kerajang Sdn Bhd from Atlan Holdings Bhd for a cash consideration of RM40.0 million. 



RM’000 

ASSETS 

Non-currents assets 

Property, plant and equipment 4, 9 

Prepaid land lease 5,7 6 

10,018 

CURRENT ASSETS 

Inventories 5,69 

Trade and other receivables 16,198 

Cash and bank balances 8,134 

30,0 4 

TOTAL ASSETS 40,04 

EQUITY AND LIABILITIES 

Share capital 3,000 

Revaluation reserve 677 

Retained earnings 15,696 

Total equity 19,373 

Non-current liabilities 

Deferred tax liabilities 1,161 

Other long term liabilities 69 

1, 30 

CURRENT LIABILITIES 

Trade and other payables 17,866 

Provision for taxation 35 

Borrowings 1,538 

Total liabilities 19,440 

TOTAL EQUITY AND LIABILITIES 40,04

Analysis of Ordinary and Preference Shareholdings 

ORDINARY SHARES OF RM1.00 EACH (“ORDINARY SHARES”) 

CLASS OF SHARES : Ordinary Shares of RM1.00 each 

VOTING RIGHTS : 1 vote per ordinary share 

DISTRIBUTION OF ORDINARY SHAREHOLDINGS 

No. of Percentage No. of Ordinary Percentage 

Holdings Shareholders (%) Shares# (%)# 

less than 100 4,370 7 . 0 149,498 0.10 

100 to 1,000 1,457 4.07 363,1 3 0. 4 

1,001 to 10,000 171 .8 55 ,1 6 0.37 

10,001 to 100,000 9 0.48 794,145 0.53 

100,001 to less than 5% of issued shares 4 0.40 31,045,876 0.65 

5% and above of issued shares 0.03 117,437,481 78.11 

Total 6,053 100.00 150,342,249 100.00 

# This represent the issued and paid-up capital of RM150,355,549, which comprise 150,355,549 ordinary shares, 

after deduction of 13,300 treasury shares retained by the Company. 

THIRTY (30) LARGEST SHAREHOLDERS 


No. of Ordinary Percentage 

No. Name Shares (%)# 

1. Naluri Corporation Berhad 109,618,881 7 .91 

. Ke-Zan Nominees (Asing) Sdn. Bhd. 

(Kim Eng Securities Pte. Ltd. for The Nassim Fund) 

7,818,600 5. 0 

3. TCL Nominees (Tempatan) Sdn. Bhd. 

(Pledged Securities Account for Chen Siak Chan) 

4,000,000 .66 

4. HSBC Nominees (Asing) Sdn. Bhd. 

(RBS Coutts SG for Orient Achieve Limited) 

3,750,000 .49 

5. A.A. Anthony Nominees (Asing) Sdn. Bhd. 

(Pledged Securities Account for Star Bay Limited) 

3,500,000 .33 

6. DB (Malaysia) Nominee (Asing) Sdn. Bhd. 

(Exempt An for Deutsche Bank AG Hong Kong (PWM-A)) 

3,085,000 .05 


(Exempt An for Credit Suisse (SG BR-TST-ASING)) 

3,000,000 .00 

8. Beaufort Capital Sdn. Bhd. ,500,000 1.66 

9. Christopher Phang Li Roy 1,764,300 1.17 


(RBS Coutts SG for China Leap Limited) 

1,5 1,100 1.01 

11. Saw Eng Huat Properties Sdn. Berhad 1,454,545 0.97 

1 . Ventura Holdings Sdn. Bhd. 1,048, 88 0.70 

13. HLB Nominees (Tempatan) Sdn. Bhd. 

(Pledged Securities Account for Chen Siak Chan (SIN 98 3-3)) 

780,64 0.5 

14. Stuart Saw Teik Siew 7 5,711 0.48 

15. EB Nominees (Tempatan) Sendirian Berhad 

(Pledged Securities Account for Siow Yoon Keong (SFC)) 

600,000 0.40 



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104 

Analysis of Ordinary and Preference Shareholdings (Cont’d) 


THIRTY (30) LARGEST SHAREHOLDERS (CONT’D) 

No. of Ordinary Percentage 

No. Name Shares (%)# 

16. Primawang Sdn. Bhd. 456,09 0.30 

17. TCL Nominees (Tempatan) Sdn. Bhd. 455,440 0.30 

(Pledged Securities Account for Beganas Sdn. Bhd.) 

18. Christopher Phang Li Roy 416,58 0. 8 

19. Mayban Nominees (Tempatan) Sdn. Bhd. 364,000 0. 4 

(Pledged Securities Account for Stuart Saw Teik Siew) 

0. Mayban Nominees (Tempatan) Sdn. Bhd. 331, 45 0. 

(Pledged Securities Account for Siow Yoon Keong) 

1. HSBC Nominees (Asing) Sdn. Bhd. 47,100 0.16 

(RBS Coutts SG for Priory Gardens Investments Limited) 

. Yeap Geok Bow @ Betty Yeap 5,641 0.15 

3. Lee Kheng Geok 3,800 0.15 

4. Yeoh San Hai 08,18 0.14 

5. E-Fos Sdn. Bhd. 00,000 0.13 

6. CIMB Group Nominees (Tempatan) Sdn. Bhd. 188, 08 0.13 

(Pledged Securities Account for 

Saga Menang Sdn. Bhd. (4901 PPNG)) 

7. OSK Nominees (Tempatan) Sdn. Berhad 87,000 0.06 

(Pledged Securities Account for Ngoi Ah Hock) 

8. Kenanga Nominees (Tempatan) Sdn. Bhd. 78,640 0.05 

(Pledged Securities Account for Dynaboost Sdn. Bhd.) 

9. HSBC Nominees (Asing) Sdn. Bhd. 75,000 0.05 

(Exempt An for Credit Suisse (HK BR-TST-ASING)) 

30. EB Nominees (Tempatan) Sendirian Berhad 70,000 0.05 

(Pledged Securities Account for Khor Sew Kiang (USJ-SFC)) 

SUBSTANTIAL SHAREHOLDERS’ SHAREHOLDINGS 

(excluding those who are bare trustee pursuant to Section 69 of the Companies Act, 1965 (“the Act”) 

Direct Interest Indirect Interest 

No. of Ordinary Percentage No. of Ordinary Percentage 

Name of Shareholders Shares (%)# Shares (%)# 

Naluri Corporation Berhad 109,618,881 7 .91 – – 

Atlan Holdings Bhd – – ^ 109,618,881 7 .91 

Atlan Properties Sdn. Bhd. – – ^ 109,618,881 7 .91 

Dato’ Sri Adam Sani bin Abdullah – – ^ 109,618,881 7 .91 

Distinct Continent Sdn. Bhd. – – ^ 109,618,881 7 .91 

Sebastian Paul Lim Chin Foo – – ^ 109,618,881 7 .91 

The Nassim Fund 7,818,600 5. 0 – – 

^ By virtue of their interest in Naluri Corporation Berhad, they are deemed to have interest in these shares by 

virtue of Section 6A of the Act. 

DIRECTORS’ INTERESTS IN THE COMPANY AND ITS RELATED CORPORATIONS 

None of the Directors of the Company as at 1 May 008 have any interest in the shares of the Company and its 

related corporations. 




IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES A 2005/2010 (“ICPS-A”) 

CLASS OF SHARES : Irredeemable Convertible Preference Shares - Series A 005/ 010 (“ICPS-A”) of RM0.10 each 

VOTING RIGHTS : One vote per ICPS-A holder on a show of hands or one vote per ICPS-A on a poll in 

respect of meeting of ICPS-A holders 

DISTRIBUTION OF ICPS-A HOLDINGS 

No. of ICPS-A Percentage Percentage 

Holdings Holders (%) No. of ICPS-A (%) 

less than 100 134 13.95 6, 56 0.07 

100 to 1,000 155 16.13 94,460 1.00 

1,001 to 10,000 506 5 .65 1,894,157 0.18 

10,001 to 100,000 151 15.71 4,314,556 45.96 

100,001 to less than 5% of issued ICPS-A 15 1.56 3,078, 63 3 .79 

5% and above of issued ICPS-A – – – – 

Total 961 100.00 9,378,692 100.00 

THIRTY (30) LARGEST ICPS-A HOLDERS 


No. Name No. of ICPS-A Percentage (%) 

1. Tan Heng Lan 459,800 4.90 

. Yeap Geok Bow @ Betty Yeap 457,837 4.88 

3. Ramal Properties Sdn. Bhd. 37,000 .5 

4. Chuan Teik Ming 19,800 .34 

5. Ong Ah Hua 191, 50 .04 

6. Ee Tee Gin 187,500 .00 

7. Michael Yeoh Phee Wai 184,000 1.96 

8. Wong Soo Teong 183,56 1.96 

9. Ong Kah Ting 160,944 1.71 

10. Lim Soon Huat 160,7 0 1.71 

11. Park Nam Koo 158, 50 1.69 

1 . Lee Cheong Keat @ Lee Chong Keat 147,500 1.57 

13. Ang Choo Teong 11 ,950 1. 0 

14. Mohamed Feisal Bin Ibrahim 11 ,500 1. 0 

15. Richard Keith Jones 104,650 1.11 

16. Wong Hsu Chian 94,500 1.01 

17. Ong Ah Hua 93,000 0.99 

18. Teoh Hai Hin 8 ,500 0.88 

19. Public Nominees (Tempatan) Sdn. Bhd. 

(Pledged Securities Account for Tan Kien Wi (E-KPT)) 

81,975 0.87 

0. Wong Thian Siong 81,000 0.86 



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106 



THIRTY (30) LARGEST ICPS-A HOLDERS (CONT’D) 

No. Name No. of ICPS-A Percentage (%) 

1. Chan Seng Hon 81,000 0.86 

. Teng Lee Cheong 78,937 0.84 

3. Tan Thian Chai 78,000 0.83 

4. Khew Yit Len 74, 50 0.79 

5. Yeo Kim Team 68, 50 0.73 

6. Wong Fong Kee @ Wong Kuan Yam 66,300 0.71 

7. Lee Choo Keoh 60,000 0.64 

8. Lee Jean Hoe 60,000 0.64 

9. Goh Ah Poe 58,700 0.63 

30. Mok Yee Mooi @ Mok Mei Hoong 54,000 0.58 

DIRECTORS’ ICPS-A HOLDINGS 

None of the Directors of the Company as at 1 May 008 have any interest in the ICPS-A of the Company. 




IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES B1 2005/2009 (“ICPS-B1”) 

CLASS OF SHARES : Irredeemable Convertible Preference Shares - Series B1 005/ 009 (“ICPS-B1”) of RM0.10 

each 

VOTING RIGHTS : One vote per ICPS-B1 holder on a show of hands or one vote per ICPS-B1 on a poll in 

respect of meeting of ICPS-B1 holders 

DISTRIBUTION OF ICPS-B1 HOLDINGS 

No. of ICPS-B1 Percentage Percentage 

Holdings Holders (%) No. of ICPS-B1 (%) 

less than 100 – – – – 

100 to 1,000 4 97.67 1,500 93.48 

1,001 to 10,000 – – – – 

10,001 to 100,000 – – – – 

100,001 to less than 5% of issued ICPS-B1 – – – – 

5% and above of issued ICPS-B1 1 .33 1,500 6.5 

Total 43 100.00 23,000 100.00 

THIRTY (30) LARGEST ICPS-B1 HOLDERS 


No. Name No. of ICPS-B1 Percentage (%) 

1. Goh Wan Ching 1,500 6.5 

. Loh Sai Eng 1,000 4.35 

3. Lee Soo 500 .17 

4. Khoo Leng Kee @ Lai Soo Sun 500 .17 

5. Leong Wai Kung 500 .17 

6. Lim Wei Seong 500 .17 

7. Ho Tat Heng 500 .17 

8. Ahmad Nizam Bin Zabran 500 .17 

9. Cheah Eu Jin 500 .17 

10. Ho Seow Leng 500 .17 

11. Lee Siew Leng 500 .17 

1 . Augustone Cheong Kwok Fai 500 .17 

13. Lim Yang Hoon 500 .17 

14. Chin Shih Hui 500 .17 

15. Cheong Yuk Kee 500 .17 

16. Chan Wei Yee 500 .17 

17. Lee Chuk Hoe 500 .17 

18. Chan Su Ching 500 .17 

19. Azlin Shah Bin Othman 500 .17 

0. Chee Pooi Foong 500 .17 



107

108 



THIRTY (30) LARGEST ICPS-B1 HOLDERS (CONT’D) 


1. Leong Yue Hong 500 .17 

. Lim Shiau Peng 500 .17 

3. Chan Wan Hong 500 .17 

4. Noorashikin Bte Bidi 500 .17 

5. Looi Lai Cheng 500 .17 

6. Chia Jing Yau 500 .17 

7. Chee Pek Li 500 .17 

8. Lim Chui Ling Cheryl 500 .17 

9. Erika Mushtarina Bin Mat Ariffin 500 .17 

30. David Lee Kim Heng 500 .17 

DIRECTORS’ ICPS-B1 HOLDINGS 

None of the Directors of the Company as at 1 May 008 have any interest in the ICPS-B1 of the Company. 




IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES B2 2005/2009 (“ICPS-B2”) 

CLASS OF SHARES : Irredeemable Convertible Preference Shares - Series B 005/ 009 (“ICPS-B ”) of RM0.10 

each 

VOTING RIGHTS : One vote per ICPS-B holder on a show of hands or one vote per ICPS-B on a poll in 

respect of meeting of ICPS-B holders 

DISTRIBUTION OF ICPS-B2 HOLDINGS 

No. of ICPS-B2 Percentage Percentage 

Holdings Holders (%) No. of ICPS-B2 (%) 

less than 100 – – – – 

100 to 1,000 56 93.33 7,600 0.08 

1,001 to 10,000 3.33 1 ,300 0.03 

10,001 to 100,000 1 1.67 10,100 0.03 

100,001 to less than 5% of issued ICPS-B – – – – 

5% and above of issued ICPS-B 1 1.67 36,409,703 99.86 

Total 60 100.00 36,459,703 100.00 

THIRTY (30) LARGEST ICPS-B2 HOLDERS 



1. Naluri Corporation Berhad 36,409,703 99.86 

. Khor Chin Chew 10,100 0.03 

3. Lee Kok Hoong 7,100 0.0 

4. Edward Saw Tse Ming 5, 00 0.01 

5. Ho Tat Heng 500 * 

6. Ahmad Nizam Bin Zabran 500 * 

7. Wan Nor Arshiha Binti Wan Idris 500 * 

8. Cheah Eu Jin 500 * 

9. Ho Seow Leng 500 * 

10. Raja Azlan Shah Bin Raja Azwa 500 * 

11. Ong Liang Heng 500 * 

1 . Ong Mei Shi 500 * 

13. Augustone Cheong Kwok Fai 500 * 

14. Ang Lay Leng 500 * 

15. Shazila Binti Md Razali 500 * 

16. Chin Shih Hui 500 * 

17. Wong Schuen Siang 500 * 

18. Cheong Yuk Kee 500 * 

19. Chan Wei Yee 500 * 

0. Andrew Tan Kim Seng 500 * 



109

110 



THIRTY (30) LARGEST ICPS-B2 HOLDERS (CONT’D) 


1. Wong Kai Sing 500 * 

. Chan Su Ching 500 * 

3. Tam Su Mey 500 * 

4. Azlin Shah Bin Othman 500 * 

5. Chee Pooi Foong 500 * 

6. Tan Yann Ping 500 * 

7. Wong Swee Liew 500 * 

8. Chan Wan Hong 500 * 

9. Tan Juat Joon 500 * 

30. Suriah Binti Ali 500 * 

* Less than 0.01% 

DIRECTORS’ ICPS-B2 HOLDINGS 

None of the Directors of the Company as at 1 May 008 have any interest in the ICPS-B of the Company. 




IRREDEEMABLE CONVERTIBLE PREFERENCE SHARES - SERIES C 2005/2009 (“ICPS-C”) 

CLASS OF SHARES : Irredeemable Convertible Preference Shares - Series C 005/ 009 (“ICPS-C”) of RM0.10 

each 

VOTING RIGHTS : One vote per ICPS-C holder on a show of hands or one vote per ICPS-C on a poll in 

respect of meeting of ICPS-C holders 

DISTRIBUTION OF ICPS-C HOLDINGS 

No. of ICPS-C Percentage Percentage 

Holdings Holders (%) No. of ICPS-C (%) 

less than 100 – – – – 

100 to 1,000 51 75.00 5,500 0.1 

1,001 to 10,000 8 11.77 37,000 0.17 

10,001 to 100,000 .94 117,500 0.5 

100,001 to less than 5% of issued ICPS-C 4 5.88 984,864 4.38 

5% and above of issued ICPS-C 3 4.41 1,307,710 94.81 

Total 68 100.00 22,472,574 100.00 

THIRTY (30) LARGEST ICPS-C HOLDERS 


No. Name No. of ICPS-C Percentage (%) 

1. Naluri Corporation Berhad 8,6 9,780 38.40 

. A.A. Anthony Nominees (Asing) Sdn. Bhd. 

(Pledged Securities Account for Chew Soo Lin) 

6,9 7,930 30.83 

3. A.A. Anthony Nominees (Tempatan) Sdn. Bhd. 

(Pledged Securities Account for Jersey Avenue Sdn. Bhd.) 

5,500,000 4.47 

4. E-Fos Sdn. Bhd. 400,000 1.78 

5. Ranhill Bersekutu Sdn. Bhd. 305, 57 1.36 

6. Danpac Leasing (Malaysia) Berhad 79,607 1. 4 

7. HDM Nominees (Asing) Sdn. Bhd. 

(Pledged Securities Account for Chew Soo Lin (M1 )) 

50,000 1.11 

8. Khoo Kim Lay 70,000 0.31 

9. Edward Saw Tse Ming 47,500 0. 1 

10. Ooi Kuan Lay 10,000 0.04 

11. Kenanga Nominees (Tempatan) Sdn. Bhd. 

(Pledged Securities Account for Khor Sew Kiang (STC)) 

8,000 0.04 

1 . Lee Kok Hoong 6,000 0.03 

13. Khor Chin Chew 4,000 0.0 

14. Wong Pey See 3,000 0.01 

15. Wong Gek Keong ,000 0.01 

16. Chong Kok Soon ,000 0.01 

17. Khor Lee San ,000 0.01 

18. Lee Soo 500 * 

19. Khoo Leng Kee @ Lai Soo Sun 500 * 

0. Leong Wai Kung 500 * 



111

11 



THIRTY (30) LARGEST ICPS-C HOLDERS (CONT’D) 

No. Name No. of ICPS-C Percentage (%) 

1. Michael Ng Mun Seng 500 * 

. Lim Wei Seong 500 * 

3. Wan Nor Arshiha Binti Wan Idris 500 * 

4. Wong Poh ‘Ee 500 * 

5. Lee Siew Leng 500 * 

6. Raja Azlan Shah Bin Raja Azwa 500 * 

7. Ong Liang Heng 500 * 

8. Ong Mei Shi 500 * 

9. Shazila Binti Md Razali 500 * 

30. Lim Yang Hoon 500 * 

* Less than 0.01% 

DIRECTORS’ ICPS-C HOLDINGS 

None of the Directors of the Company as at 1 May 008 have any interest in the ICPS-C of the Company. 



List of Properties 


Location Description Tenure Approximate Usage Approx Net Book 

age of land area Value 

building (sq. meter) @ 31.12.2007 

(year) RM 

1. DFZ TRADING SDN. BHD. 

Lot No. 350, Seksyen 3, Single storey Freehold 41 Rented 149 110,364 

Geran 11185, Bandar Jelutong, terrace house out 

Daerah Timur Laut, 

Pulau Pinang 

2. DFZ DUTY FREE SUPPLIES SDN. BHD. 

Lot 1071, Mukim 11, Double storey Freehold 13 Rented 9, 34 5,841,746 

Seberang Perai Tengah, private bonded out 

Pulau Pinang warehouse 

3. DFZ (M) SDN. BHD. 

Lot PT 48 HS(D) 19/1981, Double storey Leasehold- 1 Staff 97 1 9,968 

Mukim Sungai Laka, shophouse (99 years- quarters 

Daerah Kubang Pasu, Expiring 

Kedah Darul Aman 080) 

4. CERGASJAYA SDN. BHD. 

a. Lot 4 HS(M) 1/1987, A single storey Leasehold- 0 Duty Free 0, 34 5,3 3, 56 

PT 1443, Bukit Kayu Hitam, warehouse (30 years- shopping 

Mukim Sungai Laka, annexed to a Expiring complex & 

Daerah Kubang Pasu, double storey 017) warehouse 

Kedah Darul Aman shopping complex 

and 30 units of 

single storey 

lock-up shops and 

ancillary building 

b. Lot 1 7-14 & 169-174, units single Leasehold- 15 Staff 3, 16 66 ,537 

PT 1889-1904 & 1931-1936, storey terrace (99 years- quarters 

HS(M) 135/1989-150/1989 house Expiring 

& 177/1989-18 /1989, 088) 

Bandar Baru Laka Temin, 

Mukim Sungai Laka, 

Daerah Kubang Pasu, 

Kedah Darul Aman 

c. Lot 911, 913 & 914, Vacant Land Freehold 0 Vacant 13,143 3,440,000 

Mukim Sungai Laka 

Daerah Kubang Pasu, 


5. RADIANT RANCH SDN. BHD. 

Lot 439, Geran 305 , Vacant land Freehold 0 Vacant 69,1 5 11,511,1 7 

Mukim 17, Daerah Timur Laut, 

Pulau Pinang 



113

114 

List of Properties (Cont’d) 


Location Description Tenure Approximate Usage Approx Net Book 

age of land area Value 

building (sq. meter) @ 31.12.2007 

(year) RM 

6. GOLD VALE DEVELOPMENT SDN. BHD. 

Lot 475, Seksyen 1, Bandar Batu Vacant land Freehold 0 Vacant ,346 505, 60 

Ferringhi, Daerah Timur Laut, 

Pulau Pinang 

7. CERGASJAYA PROPERTIES SDN. BHD. 

Lot 3688, 3689 AND PT 09 Part of Golf Leasehold- 10 Rented 3,1 7, 0 4,337,70 

Bukit Kayu Hitam, and Country (60 years- out and 

Mukim Sungai Laka, Club Expiring partly 

Daerah Kubang Pasu, 053 & 057) vacant 


8. MELAKA DUTY FREE SDN. BHD. 

Lot 44 Premises No. 14 /1/ &3, 4 & 1/ storey Leasehold- 3 Business 130 461,188 

Kompleks Munshi Abdullah, shophouse (99 years- and office 

Jalan Munshi Abdullah, Expiring premises 

75100 Melaka 084) 

9. DFZ DUTY FREE (LANGKAWI) SDN. BHD. 

Lot 970, 971, 973 & 1556 Shopping Leasehold- 13 Duty Free ,548 1,91 ,853 

Mukim Kedawang complex (30 years- Complex 

Daerah Langkawi Expiring 

Kedah Darul Aman 0 4) 



Notice of Annual General Meeting 

NOTICE IS HEREBY GIVEN THAT the 4th Annual General Meeting of DFZ Capital Berhad (“DFZ” or “the 

Company”) will be held at the Meeting Room, Wisma Atlan, 8 Persiaran Kampung Jawa, 11900 Bayan Lepas, 

Penang on Wednesday, 5 June 008 at 11.30 a.m. for the following purposes: 

AS ORDINARY BUSINESS: 

AGENDA 

1. To receive the Audited Financial Statements for the financial year ended 31 December 

007 together with the Directors’ and Auditors’ Reports thereon. 

. To declare a final dividend of 4% less income tax of 6% for the financial year ended 

31 December 007. 

3. To approve the payment of Directors’ fees of RM48,000 in respect of the financial year 


4. To re-elect Mohd Kamarudin bin Haron, who is retiring in accordance with Article 10 of 

the Company’s Articles of Association and being eligible, offers himself for re-election. 

5. To consider and if thought fit, to pass the following resolutions as Ordinary 

Resolutions: 

(a) “THAT the office vacated by Wong Peng Yew, who is retiring in accordance with 

Article 10 of the Company’s Articles of Association and not seeking for re-election, 

be left vacant.” 

(b) “THAT the office vacated by Dato’ Paduka Syed Mansor bin Syed Kassim 

Barakbah, who is retiring in accordance with Section 1 9 of the Companies Act, 

1965 and not seeking re-appointment, be left vacant.” 

6. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the 

Directors to fix their remuneration. 

AS SPECIAL BUSINESS: 

7. To consider and if thought fit, to pass the following resolutions, with or without 

modifications: 

(i) Ordinary Resolution 

Proposed Authority to Allot and Issue Shares pursuant to Section 132D of 

the Companies Act, 1965 (“Proposed Authority for Issue of Shares”) 

“THAT, subject always to the Companies Act, 1965 (“the Act”), the Articles of 

Association of the Company and the approval of the relevant governmental/ 

regulatory authorities, the Directors be and are hereby authorised, pursuant to 

Section 13 D of the Act to allot and issue shares in the Company at any time to 

such person or persons until the conclusion of the next Annual General Meeting 

and upon such terms and conditions and for such purposes as the Directors may, 

in their absolute discretion, deem fit, provided that the aggregate number of shares 

to be issued does not exceed 10% of the issued and paid-up share capital of the 

Company for the time being and that the Directors be and are also empowered 

to obtain the approval for the listing of and quotation for the additional shares to 

be issued on the Bursa Malaysia Securities Berhad.” 

Resolution 1 

Resolution 2 

Resolution 3 

Resolution 4 

Resolution 5 

Resolution 6 

Resolution 7 

Resolution 8 



115

116 

Notice of Annual General Meeting (Cont’d) 

(ii) Ordinary Resolution 

Proposed Renewal of Share Buy-Back Authorisation of DFZ to purchase its 

own ordinary shares of up to 10% of the issued and paid-up ordinary share 

capital of DFZ (“Proposed Renewal of Share Buy-Back Authorisation”) 

“THAT, subject to the Companies Act, 1965 (“the Act”), rules, regulations and orders 

made pursuant to the Act, the provisions of the Company’s Memorandum and 

Articles of Association and the requirements of Bursa Malaysia Securities Berhad 

(“Bursa Securities”) and any other relevant authority, the Directors of the Company 

be and are hereby authorised to make purchases of ordinary shares comprised 

in the Company’s issued and paid-up ordinary share capital, such purchases to 

be made through the Bursa Securities subject further to the following: 

(i) the aggregate number of ordinary shares of RM1.00 each in DFZ (“DFZ 

Shares”) which may be purchased or held by the Company shall not exceed 

10% of the issued and paid-up ordinary share capital for the time being of the 

Company, subject to a restriction that the issued and paid-up ordinary share 

capital of DFZ does not fall below the minimum share capital requirements 

of the Listing Requirements of Bursa Securities (“Listing Requirements”) 

applicable to a company listed on the Main Board of Bursa Securities and 

that the listed issuer continues to maintain a shareholding spread that is 

in compliance with the requirements of the Listing Requirements after the 

share purchase; 

(ii) the maximum fund to be allocated by the Company for the purpose of 

purchasing the DFZ Shares under the Proposed Renewal of Share Buy- 

Back Authorisation shall not exceed the share premium account of the 

Company for the time being. Based on the audited financial statements of 

the Company for the financial year ended 31 December 007, the audited 

share premium account of DFZ stood at RM68.655 million. However, DFZ 

must maintain sufficient share premium reserve of up to RM60.0 million at 

all times to allow the conversion of outstanding irredeemable convertible 

preference shares (“ICPS”)-B1, ICPS-B and ICPS-C into DFZ Shares 

throughout the tenure of each of the securities; 

(iii) the authority hereby given shall commence immediately upon passing of 

this ordinary resolution and shall continue to be in force until: 

(a) the conclusion of the next Annual General Meeting (“AGM”) of the 

Company following the forthcoming AGM, at which time the authority 

will lapse unless renewed by ordinary resolution, either unconditionally 

or conditionally; or 

(b) the expiration of the period within which the next AGM after the date 

is required by law to be held; or 

(c) revoked or varied by ordinary resolution passed by the shareholders 

in a general meeting, 

whichever occurs first, but not so as to prejudice the completion of 

purchase(s) by the Company of the DFZ Shares before the aforesaid expiry 

date and, made in any event, in accordance with the provisions of the 

guidelines issued by the Bursa Securities and any prevailing laws, rules, 

regulations, orders, guidelines and requirements issued by any relevant 

authorities; and 



(iv) upon completion of the purchase(s) of the DFZ Shares by the Company, 

the Directors of the Company be and are hereby authorised to cancel the 

DFZ Shares so purchased or to retain the DFZ Shares so purchased as 

treasury shares, of which may be distributed as dividends to shareholders, 

and/or resold on the Bursa Securities, and/or subsequently cancelled or to 

retain part of the DFZ Shares so purchased as treasury shares and cancel 

the remainder and in any other manner as prescribed by the Act, rules, 

regulations and orders made pursuant to the Act and the requirements of 

the Bursa Securities and any other relevant authority for the time being in 

force; 

AND THAT the Directors of the Company be and are hereby authorised to take all 

such steps as are necessary or expedient to implement, finalise, complete or to 

effect the Proposed Renewal of Share Buy-Back Authorisation with full powers to 

assent to any conditions, modifications, resolutions, variations and/or amendments 

(if any) as may be imposed by the relevant authorities and to do all such acts and 

things as the said Directors may deem fit and expedient in the best interest of the 

Company to give effect to and to complete the purchase of the DFZ Shares.” 

NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT 

NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of shareholders at the 4th Annual General Meeting 

of the Company, a final dividend of 4% less income tax of 6% for the financial year ended 31 December 007 will 

be paid on 3 July 008 to shareholders registered at the close of business on 10 July 008. 

A Depositor shall qualify for entitlement to the dividend only in respect of: 

(a) Shares transferred into the Depositor’s securities account before 4.00 p.m. on 10 July 008 in respect of 

transfers. 

(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of 

Bursa Malaysia Securities Berhad. 

By Order of the Board of Directors of 

DFZ Capital Berhad 

THUM SOOK FUN (MAICSA 70 5619) 

Company Secretary 

Penang 

3 June 008 


Resolution 9 



117

118 


(A) NOTES: 

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one (1) or 

more proxies to attend and vote in his stead. A proxy may but need not be a member of the Company 

and a member may appoint any person to be his proxy without limitation and the provisions of Section 

149 (1) (a), (b) and (c) of the Companies Act, 1965 shall not apply to the Company. 

. Where a Member of the Company is an authorised nominee as defined under the Securities Industry 

(Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account 

it holds with ordinary shares of the Company standing to the credit of the said securities account. 

3. Where a member appoints two ( ) or more proxies, the appointments shall be invalid unless he or she 

specifies the proportion of his or her holdings to be represented by each proxy. 

4. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney 

duly authorised in writing or, if the appointer is a corporation, either under the corporation’s seal or 

under the hand of an officer or attorney duly authorised. 

5. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which 

it is signed or a notarially certified or office copy of such power or authority, shall be deposited at the 

Company’s registered office at Wisma Atlan, 8 Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang, 

not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment 

thereof. 

(B) EXPLANATORY NOTES TO SPECIAL BUSINESS: 

Resolution 8 - Proposed Authority for Issue of Shares 

The proposed resolution, if passed, will empower the Directors to allot and issue shares up to 10% of the 

issued and paid-up share capital of the Company for the time being for such purposes as the Directors may 

consider to be in the best interest of the Company. This authority, unless revoked or varied by the Company 

in a general meeting, will expire at the conclusion of the next Annual General Meeting of the Company, or the 

expiration within which the next Annual General Meeting is required by law to be held, whichever is earlier. 

Resolution 9 - Proposed Renewal of Share Buy-Back Authorisation 

The proposed resolution, if passed, will empower the Directors to buy-back and/or hold up to a maximum of 

10% of the Company’s issued and paid-up share capital at any point of time, by utilising the funds allocated 

which shall not exceed the total retained profits and/or share premium of the Company. This authority, unless 

revoked or varied by the Company in a general meeting, will expire at the conclusion of the next Annual 

General Meeting of the Company, or the expiration of period within which the next Annual General Meeting 

is required by law to be held, whichever is earlier. 

Further information on the Proposed Renewal of Share Buy-Back Authorisation is set out in the Share Buy-Back 

Statement dated 3 June 2008, which is despatched together with the Company’s 2007 Annual Report. 




(C) STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING 

1. Director who is standing for re-election 

Mohd Kamarudin bin Haron who is retiring in accordance with Article 10 of the Company’s Articles of 

Association. 

Details of Mohd Kamarudin bin Haron is set out on page 7 of the Company’s 007 Annual Report. 

2. Directors who are not standing for re-election/re-appointment 

(a) Wong Peng Yew who is retiring in accordance with Article 10 of the Company’s Articles of 

Association at the forthcoming 4th Annual General Meeting does not wish to seek for re-election 

as Director of the Company. Accordingly, he will retire at the conclusion of the 4th Annual General 

Meeting of the Company. 

(b) Dato’ Paduka Syed Mansor bin Syed Kassim Barakbah who is retiring in accordance with Section 

1 9 of the Companies Act, 1965 at the forthcoming 4th Annual General Meeting does not wish to 

seek for re-appointment as Director of the Company. Accordingly, he will retire at the conclusion 

of the 4th Annual General Meeting of the Company. 

3. Details of attendance of Directors at Board Meetings 

Six (6) Board Meetings were held during the financial year ended 31 December 007. The details of 

attendance of the Directors are set out on page 15 of the Company’s 007 Annual Report. 



119

(This page has been intentionally left blank)

✄ 

FORM OF PROXY 


(Company No. 104556-X) 

(Incorporated in Malaysia) 

*I/We ______________________________________________________________________________________________ 

(block letters) 

NRIC No./Company No. ___________________________________CDS Account No. _________________________ 

of __________________________________________________________________________________________________ 

(full address) 

being a member of DFZ CAPITAL BERHAD (“DFZ” or “the Company”) (Company No. 104556-X) hereby appoint 

____________________________________________________________________________________________________ 

of _________________________________________________________________________________________________ 

or failing *him/her, ___________________________________________________________________________________ 

of _________________________________________________________________________________________________ 

or failing *him/her, the Chairman of the Meeting as *my/our proxy to vote for *me/us on *my/our behalf at the 4th 

Annual General Meeting of the Company to be held at the Meeting Room, Wisma Atlan, 8 Persiaran Kampung Jawa, 

11900 Bayan Lepas, Penang on Wednesday, 5 June 008 at 11.30 a.m. or any adjournment thereof. 

Please indicate your vote by a (X) in the respective box of each resolution. If no specific direction as to voting is 

given, the proxy will vote or abstain from voting on the resolutions at *his/her discretion. 

AS ORDINARY BUSINESS: FOR AGAINST 

RESOLUTION 1 To receive the Audited Financial Statements for the financial 

year ended 31 December 007 together with the Directors’ and 

Auditors’ Reports thereon. 

RESOLUTION To declare a final dividend of 4% less income tax of 6% for the 

financial year ended 31 December 007. 

RESOLUTION 3 To approve the payment of Directors’ fees of RM48,000. 

RESOLUTION 4 To re-elect Mohd Kamarudin bin Haron as Director of the 

Company. 

RESOLUTION 5 To accept the vacation of office pursuant to retirement of Wong 

Peng Yew. 

RESOLUTION 6 To accept the vacation of office pursuant to retirement of Dato’ 

Paduka Syed Mansor bin Syed Kassim Barakbah. 

RESOLUTION 7 To re-appoint Messrs Ernst & Young as Auditors of the Company 

and to authorise the Directors to fix their remuneration. 

AS SPECIAL BUSINESS: 

RESOLUTION 8 To approve the Proposed Authority for Issue of Shares. 

RESOLUTION 9 To approve the Proposed Renewal of Share Buy-Back 

Authorisation. 

*Strike out whichever not applicable. 

Dated this __________ day of ___________________ , 008. 

____________________________________ 

Signature of Shareholder(s) 

No. of Shares Held 

COMMON 

SEAL 

Notes: 

1. A member of the Company entitled to attend and vote at the Meeting is entitled to appoint one (1) or more proxies to attend 

and vote in his stead. A proxy may but need not be a member of the Company and a member may appoint any person to 

be his proxy without limitation and the provisions of Section 149 (1) (a), (b) and (c) of the Companies Act, 1965 shall not 

apply to the Company. 

. Where a Member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) 

Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the 

Company standing to the credit of the said securities account. 

3. Where a member appoints two ( ) or more proxies, the appointments shall be invalid unless he or she specifies the proportion 

of his or her holdings to be represented by each proxy. 

4. The instrument appointing a proxy shall be in writing under the hand of the appointer or of his attorney duly authorised in 

writing or, if the appointer is a corporation, either under the corporation’s seal or under the hand of an officer or attorney 

duly authorised. 

5. The instrument appointing a proxy, with the power of attorney or other authority (if any) under which it is signed or a notarially 

certified or office copy of such power or authority, shall be deposited at the Company’s registered office at Wisma Atlan, 

8 Persiaran Kampung Jawa, 11900 Bayan Lepas, Penang, not less than forty-eight (48) hours before the time appointed 

for holding the meeting or any adjournment thereof. 

6. Any alteration in this form must be initialed.

Fold this flap for sealing 

Then fold here 

1st fold here 

THE COMPANY SECRETARY 


(Company No.: 104556-X) 

Wisma Atlan 

8 Persiaran Kampung Jawa 

11900 Bayan Lepas 

Penang, Malaysia 

AFFIX 

POSTAGE 

STAMP

Laporan Tahunan Annual Report - DFZ Capital Berhad

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