BERHAD - INSAGE (MSC) SDN BHD -AR30-06-2004.pdf · joined Perunding Bakti Sdn Bhd as a Consulting...

22nd Floor, Menara Uni.Asia, No. 1008, Jalan Sultan Ismail, 50250 Kuala Lumpur tel : 603-2776 6188 fax : 603-2692 1399

B E R H A D ( 3 2 0 8 8 8 - T )

BE

RH

AD

(32

08

88

-T)

ann

ual rep

ort 2

00

4

CONTENTSCorporate Information

Corporate Structure

Profile Of Directors

Chairman’s Statement

Statement On Corporate Governance

Audit Committee Report

Financial Statements

Particulars Of Properties

Statement Of Shareholders

Statement Of Warrantholders

Notice Of Annual General Meeting

Proxy Form

02

03

05

08

18

24

27

73

76

79

81

85

B E R H A D ( 3 2 0 8 8 8 - T )2

CORPORATE INFORMATION

Datuk Lim Siew Choon (Executive Chairman)

Guido Paul Philip Joseph Ravelli(Deputy Chairman /Independent Non-Executive Director)

Datin Tan Kewi Yong (Executive Director)

Lee Tuck Fook (Managing Director)

Chua Thian Teck (Executive Director)

Liew Yuet Siong (Executive Director)

Hj Ahmad bin Hj Ismail, PJK(Independent Non-Executive Director)

BOARD OF DIRECTORS

Guido Paul Philip Joseph Ravelli(Chairman of Committee)

Chua Thian Teck (Member of Committee)

Hj Ahmad bin Hj Ismail, PJK(Member of Committee)

AUDIT COMMITTEE


Chua Thian Teck (Member of Committee)


REMUNERATIONCOMMITTEE



NOMINATINGCOMMITTEE

22nd Floor, Menara Uni.AsiaNo. 1008, Jalan Sultan Ismail50250 Kuala LumpurTel : 603-2776 6188Fax : 603-2692 1399

REGISTERED OFFICE

Deloitte & Touche,Chartered Accountants

CHS Tan & Co,Chartered Accountants

AUDITORS

Alliance Bank Malaysia Berhad

EON Bank Berhad

Malayan Banking Berhad

AmBank Berhad

PRINCIPALBANKERS

Main Board of the Bursa Malaysia Securities Berhad

STOCK EXCHANGELISTING

www.malton.com.myCOMPANYWEBSITE

Shareworks Sdn Bhd(formerly known as Panama Resources Sdn Bhd)No. 23, Jalan Sri Hartamas 7Sri Hartamas, 50480 Kuala LumpurTel : 603-6201 1120Fax : 603-6201 3121

SHAREREGISTRAR

Hor Shiow JeiCOMPANYSECRETARY

B E R H A D ( 3 2 0 8 8 8 - T )3

Melariang Sdn Bhd

Perak Fruits & DevelopmentCorporation Sdn Bhd

Interpile (M) Sdn Bhd

Khuan Choo Development Sdn Bhd

Gapadu Development Sdn Bhd

Asia-Condo Corporation Sdn Bhd

Regal Marvel Construction Sdn Bhd

Domain-Paul Y. Sdn Bhd

Domain Habitat Sdn Bhd

Domain EPC Sdn Bhd

Domain Project Management Sdn Bhd

Trident Acres Sdn Bhd

Silver Setup Sdn Bhd

Gapadu Harta Sdn Bhd

Horizontal Promenade Sdn Bhd

Rentak Sejati Sdn Bhd

Khuan Choo Sdn Bhd

Domain Resources Sdn Bhd

Kumpulan Gapadu Sdn Bhd

Kuala Lumpur Pavilion Sdn Bhd

Malton Assets Limited

Khuan Choo Realty Sdn Bhd

Pembinaan Gapadu Sdn Bhd

Malton Asia Limited

Malton Development Sdn Bhd

Bukit Rimau Development Sdn Bhd

Ehsan Armada Sdn Bhd

Khuan Choo PropertyManagement Sdn Bhd

CORPORATE STRUCTURE

Note: Corporate Structure as at 27 October 2004

B E R H A D ( 3 2 0 8 8 8 - T )4

BOARD OF DIRECTORS &CHAIRMAN’S STATEMENT

PROFILE OF THE

B E R H A D ( 3 2 0 8 8 8 - T )5

PROFILE OF DIRECTORS

He received his tertiary education in the United States of America and graduated with aDegree in Business Administration and Finance from University of Central Oklahoma.He has more than 22 years of working experience, particularly in property development andconstruction industries.

He was appointed as Executive Chairman of Malton on 15 February 2001. He also sits on theBoard of Directors of Paracorp Berhad.

He attended all five board meetings held during the financial year ended 30 June 2004. He isthe spouse of Datin Tan Kewi Yong, an Executive Director of Malton. He does not have anyconflict of interest with Malton other than the disclosures made under Related PartyTransactions and Balances in the financial statements which appeared on pages 56 to 58 ofthis Annual Report. He does not hold any securities in Malton other than the disclosuresmade under Directors’ Interests in the Financial Statements which appeared on page 30 ofthis Annual Report. He has no convictions for offences within the past 10 years.

Datuk Lim Siew Choon44 years of age – MalaysianExecutive Chairman

He studied civil engineering at King’s College, University of London and graduated with aBachelor of Science (Hons) degree in Civil Engineering. He furthered his studies at EcoleCentrale des Arts et Manufacturers, Paris and was later conferred Master of Science inEngineering. He began his career with a major building contractor in Paris and later electedto pursue an international career in the field of construction. He has more than 28 years ofexperience in the development, implementation and management of buildings, public worksand Build/Operation/Transfer projects in France, Portugal, Hong Kong SAR and Malaysia.In year 2000, the President of France conferred a national honour on him by making him,a Chevalier de l’Ordre National du Merite, in recognition of his contribution to the professionand to Franco-Asian business relations.

He was first appointed as Independent Non-Executive Director on 1 March 2002. He is the Chairman of the Audit Committee and also sits in the Nominating Committee andRemuneration Committee. He was appointed as the Deputy Chairman of Malton on 6November 2002. He also sits on the Board of Directors of Ibraco Berhad.

He attended all five board meetings held during the financial year ended 30 June 2004. He hasno family relationship with any of the Directors and/or major shareholders of Malton. Hedoes not have any conflict of interest with Malton. He has no convictions for offences withinthe past 10 years. He does not hold any securities in Malton.

Guido Paul Philip Joseph Ravelli53 years of age – British Deputy Chairman /Independent Non-Executive Director

She pursued her tertiary education in the United Kingdom specialising in Business Studies.With more than 21 years of experience in marketing, finance and human resourcesmanagement, she was instrumental in setting up various successful business ventures. Herinitial involvement was in the trading and distribution line and over the years, her scope ofinvolvement has extended to cover many other industries.

She was appointed as Executive Director of Malton on 19 February 2002. She attended threeboard meetings held during the financial year ended 30 June 2004.

She is the spouse of Datuk Lim Siew Choon, the Executive Chairman and major shareholderof Malton. She does not have any conflict of interest with Malton other than the disclosuremade under Related Party Transactions and Balances in the financial statements whichappeared on pages 56 to 58 of this Annual Report. She has no convictions for offences withinthe past 10 years. She does not hold any securities in Malton.

Datin Tan Kewi Yong48 years of age – Malaysian Executive Director

B E R H A D ( 3 2 0 8 8 8 - T )6

Profile Of Directors (cont’d)

He holds a Master in Business Administration from the International Management Centre in the United Kingdom and is a member of the Malaysian Institute of Certified PublicAccountants. He served as a partner in charge of consulting in KPMG Peat Marwick from1986 to 1990 before joining Samling Corporation Sdn Bhd in 1990 as its Vice-President ofPlywood Division. In 1992, he joined Renong Overseas Corporation Sdn Bhd as its ManagingDirector and subsequently in 1994 joined Peremba Kentz International Ltd as its Chairmanof the Finance Committee and Chairman of Special Committee of Directors. He joinedCement Industries of Malaysia Berhad (CIMA) as its Managing Director in 2001. He wasappointed Managing Director of Paracorp Berhad on 2 February 2002.

He was appointed as Executive Director of Malton on 2 June 2003 and was appointedManaging Director on 12 December 2003. He attended four board meetings held during thefinancial year ended 30 June 2004.

He has no family relationship with any Directors and/or major shareholders of Malton. Hedoes not have any conflict of interest with Malton. He has no convictions for offences withinthe past 10 years. He does not hold any securities in Malton.

He is a fellow member of the Association of Chartered Certified Accountants. With morethan 20 years working experience in accounting and financial services and manufacturingindustry, he acquired valuable knowledge particularly in corporate planning and finance, wherehe was attached to the corporate finance divisions of two merchant banks and was involvedin corporate restructuring, capital and funding issues, privatizations, initial public offerings,mergers and acquisitions and other corporate advisory services.

He was appointed as Executive Director of Malton on 25 September 2002. He is a memberof the Audit Committee and Remuneration Committee.

He attended all five board meetings held during the financial year ended 30 June 2004. He hasno family relationship with any of the Directors and/or major shareholders of Malton. Hedoes not have any conflict of interest with Malton. He has no convictions for offences withinthe past 10 years. He does not hold any securities in Malton.

Lee Tuck Fook 50 years of age – MalaysianManaging Director

Chua Thian Teck45 years of age – MalaysianExecutive Director

He holds a Bachelor of Science (Honours), Civil & Structural Engineering degree fromUniversity of Cardiff,Wales and a Masters in Business Administration (MBA) from Universityof Sheffield. He is also a member of the Institution of Engineers, Malaysia.

He began his career in 1981 as a Site/Project Engineer with Teamwork Corporation Sdn Bhd(a subsidiary of Taylor Woodrow International Limited, United Kingdom) and in 1982, hejoined Perunding Bakti Sdn Bhd as a Consulting Engineer.

He joined Bandar Raya Developments Berhad (BRDB) in 1983. He was an Executive Directorof Capital Square Sdn Bhd, a subsidiary of BRDB and Group General Manager of BRDB.He was also a director of BRD Construction Sdn Bhd and Mieco Chipboard Berhad, bothsubsidiaries of BRDB prior to joining Malton Berhad. He has more than 20 years experience in the property industry involving land acquisition, joint venture development, residential andcommercial development, structural design, civil and structural works including liaising withconsultants, government authorities and contractors.

He was appointed as an Executive Director of Malton on 7 April 2004. He attended one boardmeeting during the financial year ended 30 June 2004. He has no family relationship with anyof the Directors and/or major shareholders of Malton. He does not have any conflict ofinterest with Malton. He has no convictions for offences within the past 10 years. He doesnot hold any securities in Malton.

Liew Yuet Siong46 years of age – MalaysianExecutive Director

B E R H A D ( 3 2 0 8 8 8 - T )7

Profile Of Directors (cont’d)

He graduated with an Honours Degree in Malay Studies from Universiti Malaya in 1974. Uponhis graduation, he served as a lecturer of Malay Studies at the Universiti Putra Malaysia untilhis retirement in 1997. During his tenure at the university, he played a prominent role in thedevelopment of the Malay Language. He also sits on the Board of Directors of ParacorpBerhad as an Independent Non-Executive Director.

He was appointed as Independent Non-Executive Director of Malton on 25 September 2002.He is a member of the Audit Committee, Nominating Committee and RemunerationCommittee.

He attended all five board meetings during the financial year ended 30 June 2004. He has nofamily relationship with any of the Directors and/or major shareholders of Malton. He doesnot have any conflict of interest with Malton. He has no convictions for offences within thepast 10 years. He does not hold any securities in Malton.

Hj Ahmad bin Hj Ismail, PJK62 years of age – MalaysianIndependent Non-Executive Director

B E R H A D ( 3 2 0 8 8 8 - T )8

CHAIRMAN’S STATEMENT

FINANCIAL PERFORMANCEFor the financial year under review, the Group recorded apre-tax profit of RM14.8 million on a turnover of RM166.0 million compared to pre-tax profit of RM34.4 million on a turnover of RM147.7 million in 2003. The Group’s turnover were contributed mainly from theproperty development division as well as theconstruction and project management division whichaccounted for 60.9% and 35.4% of the Group’s turnoverrespectively.

The pre-tax profit had decreased as compared to year 2003 though we managed to achieve a higherturnover mainly as a result of the change in thecomposition mix of the Group’s activities. Theconstruction and property management turnover

increased from 19.0% in 2003 to 35.4% in 2004, albeit a lowermargin than that of the property development division.

Besides that, the higher operating and financial expenses incurred during the year attributed to new landacquisitions and embarkation of new project launches contributed to the decrease in the pre-tax profit.

Earnings per share for the financial year ended 2004 was 2.1 sen.The Group’s total assets and shareholders’ fundsas at 30 June 2004 stood at RM718.0 million and RM424.1 million respectively.

On behalf of the Board of

Malton Berhad, it gives me

great pleasure to present to

you the Annual Report and

Financial Statements of the

Company and the Group

for the financial year ended

30 June 2004.

B E R H A D ( 3 2 0 8 8 8 - T )9

Chairman’s Statement (cont’d)

DIVIDENDSThe Board of Directors does not recommend the payment of any dividend for the financial year ended 30 June 2004.

CORPORATE DEVELOPMENTSThe Group undertook certain corporate proposals during the financial year ended 30 June 2004.

On 5 December 2003, the Board of Directors announced the proposal to undertake a private placement of new ordinary sharesof RM1.00 each, representing up to 10% of the enlarged issued and paid-up share capital of the Company (“ProposedPlacement”).The approval of the Securities Commission (“SC”) and Foreign Investment Committee for the Proposed Placementwas obtained on 19 March 2004. Subsequently, the Company obtained the approval of the SC for an extension of time of sixmonths to 18 March 2005 to implement the Proposed Placement.

The buoyant economy of the country and that of the region has brought about increased business opportunities, especially inthe construction sector. In response to this, Malton and Paul Y.-ITC Construction Holdings Limited (“Paul Y.-ITC”) a public listedcompany on the Hong Kong Stock Exchange had on 13 January 2004 established a 51%:49% joint venture through Domain-PaulY. Sdn Bhd (formerly known as Gapadu Corporation Sdn Bhd) to undertake civil engineering and building construction works.

On 27 February 2004, the Board of Directors announced a proposed employees’ share option scheme (“ESOS”) of up to 15%of the entire issued and paid-up capital of the Company to reward and in recognition of the contribution of the employees ofthe Group.The ESOS, which has been approved by Bursa Malaysia Securities Berhad on 9 June 2004, is subject to the approvalof the shareholders of the Company.

OPERATIONS REVIEWThe Group achieved fair earnings for the financial year ended 30 June 2004 with the property development division being themain contributor to the Group followed by construction and project management division.

B E R H A D ( 3 2 0 8 8 8 - T )10


PROPERTY DEVELOPMENT DIVISIONAgainst a backdrop of strong economic fundamentals and a low interest regime, property development contributed 60.9% of theGroup’s turnover.

Bukit Rimau, Shah Alam

Sprawled over 358 acres, Bukit Rimau is a fully integrated developmentwith superior streetscape and infrastructure that meets the discerningrequirements of today’s lifestyle. It combines nature with moderncomforts and was designed to create serene living only minutes awayfrom the hustle and bustle of Petaling Jaya, Shah Alam and Subang Jaya.The township was carefully planned with spacious roadways, well-laidpedestrian walkways, covered drains, underground cables and generous green reserve. It integrates a host of conveniences forquality living such as security guard house, security patrols, schools, kindergartens, community hall, club houses, parks, joggingtracks, cycle way system and suburban convenience stores.

Since its inception in 1996, Bukit Rimau has launched a total of 1,777 residential units, comprising bungalow lots, bungalows, linkhouses, town houses, condominium and apartments.

Two phases comprising 66 units of link and semi-detached houses, namely “Balau 2” superlink and “Sri Bayan 1” series werecompleted and handed over to purchasers 6 months ahead of schedule during the financial year. In addition, five new phases ofthe development were launched during the year, namely “Bungalow Villas” bungalows,“Sri Bayan 2” semi-detached houses,GardenTerraces,“Merak Series” superlink houses totaling 169 units of houses and are currently at various stages of construction.

Hand-over ceremony of the “Balau” Series, double storey superlink houses to the purchasers

The “Sri Banyan” series 1, semi-detached houses

Artist impression of the Bungalow unitArtist impression of the “Sri Banyan 2” semi-detached bungalow

B E R H A D ( 3 2 0 8 8 8 - T )11


LiVillas II Condominium, Section 16, PJ

Launched on 28 June 2003, LiVillas II Condominium is nestled in theexclusive bungalow and high-end condominium enclave of Section 16,Petaling Jaya, flanged by a matured neighbourhood with excellentnetwork of roads, highways and amenities. The beautifully landscapedand lush surroundings offer residents refreshing views from theirhomes.The development comprises 253 units of spaciously designedcondominium with superior finishes and facilities.

Strong demand for the development prompted the Group to launchall three blocks of the development within the same financial year.Theproject received excellent take-up rates for its launches with 180 unitsor 71% of the total units launched sold up to financial year ended2004. Construction of the development commenced in August 2003and is expected to be completed by end of year 2005.

Artist impression of the high rise block of the LiVillas II CondominiumArtist impression of the low rise block of the LiVillas II Condominium

Interior of the LiVillas II CondominiumInterior of the LiVillas II Condominium

B E R H A D ( 3 2 0 8 8 8 - T )12


Mutiara Puchong, Puchong

Mutiara Puchong is a 70 acre mixed development comprisingdouble and two-and-a-half storey terrace houses, apartmentsand commercial development, strategically located in the heartof Puchong and surrounded by established neighbourhoods aswell as retail shops, restaurants and hypermarkets such asJUSCO and TESCO. The accessibility provided by LebuhrayaDamansara Puchong (LDP), Shah Alam Expressway (KESAS)and North-South Central Expressway Link (ELITE) makesMutiara Puchong a much sought after address.

In the year under review, the Group launched Phase 2comprising 138 units of gated two-and-a-half storey terracehouses, incorporating a private 4 acre residential park withrecreational amenities, and 24-hour security. Phase 1comprising 172 units double and two-and-a-half storey terracehouses is expected to be completed by mid of year 2005.

Mutiara Indah, Puchong

Mutiara Indah is a gated residential community with a total of 1,120units of double and two-and-a-half terrace houses, semi-detachedhouses as well as apartments. The 82.43 acre development offersresidents quality living, peace of mind and superb access to amenities as well as highways such as the LDP, KESAS and ELITE.

Phase 1 of Mutiara Indah comprising 186 units of quartet link semi-detached homes was launched in April 2004.The centrepiece ofthis phase of development and exclusive to its residents is a generous 3 acre park that will be beautifully landscaped with parkfacilities, lush greenery as well as children playgrounds.

Interior of the double storey terrace house

Interior of the double storey terrace house

Artist impression of the double story terrace house

Artist impression of the quartet link semi-setached housesArtist impression of the aerial view of the quartet link semi-detached houses

B E R H A D ( 3 2 0 8 8 8 - T )13


Taman Batu Berendam, Melaka

Taman Batu Berendam Putra is an integrated residential andcommercial project comprising double-storey shops, double-storey link houses and apartments located on a 23.8 acres land inBatu Berendam, a growing suburb strategically located nearby thehistorical city of Melaka and Air Keroh town.

129 units terrace houses and 82 shop units were completed withcertificate of fitness during the year under review.

Seri Kembangan Commercial Centre, also known as “ PusatPerdagangan Sri Kembangan” is a 40 acre developmentcomprising single, double and triple storey shops/ shops-cum-offices with ample car park and wide roads. Since it was launchedin 1997, 409 units of shops were successfully delivered topurchasers. Phase 4 comprising 11 units of three-storey shopcum offices were completed and delivered during the year underreview.

Phase 1, double-storey shopsAerial view of the double storey link houses

Aerial view of the three-storey shop officesPhase 4, three-storey shop offices

Seri Kembangan Commercial Centre, Kuala Lumpur

B E R H A D ( 3 2 0 8 8 8 - T )14

CONSTRUCTION DIVISIONThe major construction projects handled by the division during the year are set out below.

Pavilion Kuala Lumpur, Kuala Lumpur

Kuala Lumpur Pavilion Sdn Bhd, a wholly owned subsidiary of Malton has been appointed as the Development Manager for the“Pavilion” shopping mall, located in the heart of the Kuala Lumpur Golden Triangle.The “Pavilion” shopping mall is designed to be anintegrated urban entertainment centre for shopping, leisure living and business.

Domain-Paul Y. Sdn Bhd, a joint venture company established by the Group and Paul Y. Construction Company Limited, was appointedas the main contractor to design and construct the Pavilion project.

Construction of the Pavilion commenced in March 2004.

2nd Interchange for Bukit Rimau, Shah Alam

Malton was awarded a construction contract valued approximately RM20 million to construct the second interchange linking KESAShighway to the Bukit Rimau Township. Bukit Rimau is expected to benefit from the improved accessibility.The interchange is expectedto be completed by 2005.

Sri Bintang Kompleks, Cheras

Malton Group has been appointed as the turnkey contractor of Sri Bintang Kompleks (“Smart School”) under a privatisationprogramme for the development of two secondary schools and two primary schools.The Smart School is one of the seven FlagshipApplications implemented by the Government under the Multimedia Super Corridor (“MSC”) project.The Smart School featuresthe latest in information technology and telecommunication infrastructure, which is built into all aspects of the campus design.

Phase 1 which comprises 4 schools, students’ hostel and staff apartments have been completed. Phase 2 which comprises anauditorium, sport complex, surau and other recreational facilities are at various stage of construction and are expected to becompleted in the financial year ending 30 June 2005.


Phase 1b, comprises a primary school and secondary school

B E R H A D ( 3 2 0 8 8 8 - T )15


PROJECT AND CONSTRUCTION MANAGEMENT DIVISIONThe Group’s property and construction management services projects were undertaken by Domain Resources Sdn Bhd, awholly-owned subsidiary of Malton.The significant projects undertaken during the year are set out below.

Bandar Seri Alam, Johor Bahru

Domain Resources specialises in rehabilitation of abandoned housing projects for TPPT Sdn Bhd, a subsidiary of Bank NegaraMalaysia.The company was appointed by TPPT Sdn Bhd, to act as the Project Manager to manage the development of the 113acre mixed development of Bandar Seri Alam in Johor Bahru.

Parcel 1A comprising 528 units of low medium cost apartments is expected to be delivered to the purchasers in the next financial year.

Taman Bertam Impian, Melaka

Domain Resources was appointed as the Project Development Manager to rehabilitate a proposed 400 acre mix development atTaman Bertam Impian in Tanjung Minyak, Melaka (formerly known as Malaysia China Light Industrial City) for a financial institution.The mixed development project comprises 1,513 units of link houses, semi-detached houses, bungalows, town houses, apartments,flats, shops and industrial plots.

During the year, 337 units of one-storey terrace houses and 34 units of double-storey shop offices were completed and expectedto be handed over to purchasers by end of 2004.

Completed double-storey shop offices to be handed over to purchasers Completed one-storey terrace houses to be handed over to purchasers

Completed medium cost apartments of Phase 2a in Bandar Seri Alam

B E R H A D ( 3 2 0 8 8 8 - T )16


Tambun Permai, Ipoh

Tambun Permai is a housing development comprising 14 blocks of 4 storey low cost apartment totaling 896 units, located withinthe vicinity of shopping complex, colleges and tourism spots of Ipoh City.

Domain Resources was awarded the main contract for the above and expects to complete the construction by second quarterof year 2006.

Chulan Square, Kuala Lumpur

Chulan Square is set to become a one-stop food and entertainment destination in Kuala Lumpur that offers exceptional authenticculinary delights for locals and tourists in a contemporary, chic and cozy environment. During the year, Domain Resources wasalso appointed as the Project Manager and Turnkey Contractor for Chulan Square.The project is expected to be completed inDecember 2004.

Block A of Chulan Square near completion.Block A of Chulan Square near completion.

Artist impression of Chulan Square

CHALLENGES AND PROSPECTSThe Central Bank of Malaysia (Bank Negara Malaysia) projects the economy to grow by 6.0% in 2005.The political stability of thecountry coupled with growing consumer and business confidence, strengthened economic fundamentals as well as the positiveimpact of pro-growth fiscal and monetary measures are expected to mutually reinforce robust consumer spending and the upturnin the private investment activities.

These factors augur well for the property development and construction industry.

Baring any unforeseen circumstances, the Group look towards a sustained performance for the financial year 2005 as our land bankand products are well positioned to meet the market’s interest.

ACKNOWLEDGEMENTOn behalf of the Board of Directors, I would like to take this opportunity to welcome Mr. Liew Yuet Siong who joined the Board on7 April 2004. I am confident that his wealth of experience and expertise in the property development industry would assist the Boardto chart the future growth of the Group.

I would like to express my sincere gratitude and appreciation to the various government agencies, bankers, customer and businessassociates for their continued support. To all our management and staff, we thank you for your hard work and unwaveringcommitment to the Group during the year. Last but not least, I thank my fellow Board members and the shareholders for theirconfidence and continued support given.

On behalf of the Board

Datuk Lim Siew ChoonExecutive Chairman

Date: 5 November 2004


B E R H A D ( 3 2 0 8 8 8 - T )17

B E R H A D ( 3 2 0 8 8 8 - T )18

INTRODUCTIONThe Board of Directors of Malton Berhad (“Board”) is committed to ensure that the highest standards of corporate governanceare practiced throughout Malton Berhad (“Malton” or “Company”) and its subsidiaries (“Group”).The Board is of the view thatthis is fundamental towards the protection and enhancement of shareholders’ value.The Board fully supports the principles setout in the Malaysian Code on Corporate Governance (“Code”).The Board is pleased to outline the manner in which the Grouphas applied the principles set out in the Code and hereby confirms that the Group has complied with the best practices sets outin the Code.

THE BOARD1. Board Membership

The Group is led and controlled by an effective Board.The Board comprises five executive directors and two independentnon-executive directors as set out below.

Name Directorship

Datuk Lim Siew Choon (Executive Chairman) Executive

Guido Paul Philip Joseph Ravelli (Deputy Chairman) Independent and Non-Executive

Datin Tan Kewi Yong Executive

Lee Tuck Fook (Managing Director) Executive

Chua Thian Teck Executive

Liew Yuet Siong (appointed on 7 April 2004) Executive

Hj Ahmad bin Hj Ismail, PJK Independent and Non-Executive

The profiles of the Directors are presented from pages 5 to 7.

Composition of the Board complies with the requirement of the Listing Requirements of Bursa Malaysia Securities Berhad(“Listing Requirements”).There is balance in the Board as each independent director brings invaluable judgment to bear onissues of strategy, performance, resource allocation, risk management and standards of conduct. In the opinion of the Board,the minority shareholders are fairly represented by the presence of these highly capable and credible independent non-executive directors.

Guido Paul Philip Joseph Ravelli is the senior independent non-executive director. Any concerns relating to the Group maybe conveyed to him.

2. Directors’ Duties and Responsibilities

Malton is led by a team of experienced directors. Each director comes from different professional background bringing depthand diversity of expertise, a wide range of experience and perspective to the business operations.

There is a clear division of the roles and responsibilities of the Executive Chairman and the Managing Director to ensurebalance of power and authority.The Managing Director is subject to the control of the Board. He reports to the Board andseeks approval from the Board when required.

The Deputy Chairman, an independent non-executive director, ensures that the Board practices good governance indischarging its duties and responsibilities.The Board, as a whole, retains overall control of the Group.

As a matter of course, from time to time, the Board examines its size with a view to determining the impact of its numberupon its effectiveness.

STATEMENT ON CORPORATE GOVERNANCE

A n n u a l R e p o r t 2 0 0 419

Statement On Corporate Governance (cont’d)

3. Board Meetings

The Board meets at least five times a year, with additional matters addressed by way of circular resolutions and additionalmeetings held as and when necessary.The Board met five times during the financial year ended 30 June 2004.The attendanceof each director during the said financial year are as follows:-

Name Total Meetings Attended

Datuk Lim Siew Choon (Executive Chairman) 5 of 5

Guido Paul Philip Joseph Ravelli (Deputy Chairman) 5 of 5

Datin Tan Kewi Yong 3 of 5

Lee Tuck Fook (Managing Director) 4 of 5

Chua Thian Teck 5 of 5

Liew Yuet Siong (appointed on 7 April 2004) 1 of 1

Hj Ahmad bin Hj Ismail, PJK 5 of 5

4. Board Committees

As recommended by the Code, the Board may establish Board Committees to assist the Board in discharging its duties.The Board has formed the following Committees, each with its own functions and responsibilities. All Board Committeesreport to the Board.

* Audit Committee

* Nominating Committee

* Remuneration Committee

5. Appointment to the Board

It is recommended in Part 2 of the Code that the assessment of new candidates for appointment as Directors be madeby the Nominating Committee. The decision for appointment of new directors is matter for deliberation by the Board as a whole.

The Nominating Committee of Malton comprises exclusively of independent non-executive directors.The members of theNominating Committee are as follows:-

* Guido Paul Philip Joseph Ravelli (Chairman)

* Hj Ahmad bin Hj Ismail, PJK

The objective and responsibilities of the Nominating Committee are to assess the effectiveness and continually seek waysto upgrade the effectiveness of the Board as a whole and the Committees of the Board. It also assesses the contribution ofeach Director.

During the financial year ended 30 June 2004, the Nominating Committee met once to review the performance of the Board.

B E R H A D ( 3 2 0 8 8 8 - T )20


6. Appointment and Re-election of the Directors

In accordance with the Articles of Association of the Company, the Board can appoint any person to be a Director as andwhen it is deemed necessary. Any person so appointed shall hold office until the next Annual General Meeting at which time he will be subject to election by the shareholders.

In compliance with the Listing Requirements, all Directors of the Company, including the Managing Director shall retire fromoffice at least once every three years but be eligible for re-election.

7. Directors’Training

The Nominating Committee ensures that there is an orientation and education programme for new Board members.TheDirectors keep abreast with the developments of the business environment by attending training programmes accreditedby Bursa Malaysia Securities Berhad under the guidelines on Continuing Education Programme for Directors.

8. Supply and Dissemination of Information

Board meetings are structured with pre-determined agendas. Appropriate and complete Board papers are prepared priorto each Board meeting. These are distributed to the Board in sufficient time to enable the Directors to obtain furtherinformation and explanation, where necessary. Directors also have unfettered access to all information within the Group infurtherance of their duties.

There are matters reserved specifically for the Board’s decision including the approval of acquisitions and disposals of assetsand investments that are material to the Group.

The Directors, or the Board as a whole, may take independent advice, where necessary, and at the Group’s expense.

All Directors have access to the advice and services of the Company Secretary.

9. Directors’ Remuneration

The Company has adopted the principle recommended in the Code whereby the level of remuneration of the Directors issufficient to attract and retain Directors needed to manage the Group successfully.The remuneration system is structuredto link rewards to corporate and individual performance in the case of executive directors. In the case of non-executivedirectors, the level of remuneration shall reflect the level of responsibilities undertaken by the particular non-executivedirector concerned.

To assist the Board in the discharge of its responsibilities in this matter, the Board endorsed the formation of aRemuneration Committee on 24 October 2002. The composition of the Remuneration Committee are as follows:-

* Guido Paul Philip Joseph Ravelli (Chairman)

* Chua Thian Teck

* Hj Ahmad bin Hj Ismail, PJK

The Committee will review the remuneration packages of each individual Executive Director from time to time to ensurethat the remuneration packages remain competitive in order to attract and retain competent executives who can managethe Group successfully. Executive Directors play no part in decisions on their own remuneration.

The determination of remuneration packages of non-executive directors is a matter of the Board as a whole. The non-executive directors concerned do not partake in decisions affecting their remuneration.

During the financial year ended 30 June 2004, the Remuneration Committee met once to discuss the remunerationstructure and packages for review by the Board.

A n n u a l R e p o r t 2 0 0 421


9. Directors’ Remuneration (cont’d)

The aggregate remuneration of Directors for the financial year ended 30 June 2004 is as follows:-

Executive Non-Executive TotalDirector Director

RM RM RM

Directors’ Salaries 2,112,000 - 2,112,000

EPF 253,440 - 253,440

Directors’ Fees - 48,000 48,000

Meeting Allowance - 20,000 20,000

Benefits in kind 82,825 3,600 86,425

TOTAL 2,448,265 71,600 2,519,865

The number of Directors whose total remuneration falls within the following bands is as follows:-

Executive Non-Executive TotalDirector Director

RM50,000 and below - 2 2

RM50,001 to RM100,000 1 - 1

RM400,001 to RM450,000 1 - 1

RM500,001 to RM550,000 1 - 1

RM650,000 to RM700,000 1 - 1

RM700,001 to RM750,000 1 - 1

TOTAL 5 2 7

DIALOGUE BETWEEN COMPANY AND INVESTORS The Board values and encourages dialogue with the shareholders to establish better understanding of the Company’s objectivesand performance.

The Annual General Meeting provides an appropriate forum for the shareholders to participate in questions and answerssessions.The Company is committed to disseminate information in strict adherence to the disclosure requirements of the ListingRequirements. The Company, at all times, ensures that material information relating to the Group is disclosed by way ofannouncements to the Bursa Malaysia Securities Berhad as required.

ACCOUNTABILITY AND AUDIT 1. Financial Reporting

In presenting the annual financial statements and quarterly results, the Board aims to present a balanced and understandableassessment of the Group’s position and prospects.

The Audit Committee assists the Board in examining information to be disclosed to ensure the accuracy and authenticityof such information.

B E R H A D ( 3 2 0 8 8 8 - T )22

2. Relationship with the External Auditors

The Board has established a formal and transparent relationship with the auditors of the Company.The role of the AuditCommittee in relation to the external auditors is described on pages 24 to 26.

MATERIAL CONTRACTSThere were no material contracts involving the interests of the Directors and/or major shareholders of the Company other thanthose disclosed in Related Party Transactions and Balances presented from pages 56 to 58.

RECURRENT RELATED PARTY TRANSACTIONSRecurrent Related Party Transactions (“Recurrent Transactions”) entered into by the Company in relation to the shareholders’mandate obtained in the last Annual General Meeting of the Company held on 12 December 2003 are set out below.

Related Parties Type of Recurrent Relationship between Related Actual value Transactions Parties and the Company of Recurrent

Transaction RM

Paracorp Berhad(“PB”)

Rental receivable from PB forletting the office space at 4th Floor,Wisma Domain, 18A, Jalan 51A/223,46100 Petaling Jaya which is owned by Domain Resources Sdn Bhd(“DRSB”).

DRSB is a wholly owned subsidiary of Malton, in which Datuk Lim Siew Choonis the Executive Chairman and substantialshareholder.

Datuk Lim Siew Choon is an ExecutiveDirector and a substantial shareholder of PB.

Datin Tan Kewi Yong who is an ExecutiveDirector of Malton is also a substantialshareholder of PB.

439,387

Basswinn Sales &Services Sdn Bhd(“BSSSB”)

Purchase of corporate gifts or hampers

Datin Tan Kewi Yong is an ExecutiveDirector of Malton. She is also a directorand substantial shareholder of BSSSB.

4,515

Glassine MarketingSdn Bhd(“GMSB”)

Purchase of corporate gifts or hampers

Datin Tan Kewi Yong is an ExecutiveDirector of Malton. She is also a director and a substantial shareholder of GMSB.

107,640

Haier ElectricalAppliances(Malaysia) Sdn Bhd(“HEA”)

Purchase of electrical appliances Datin Tan Kewi Yong is an Executive Director of Malton.

She is a director of HEA and also havingindirect shareholding of 45% in HEAthrough Basswinn Sdn Bhd.

26,233

All classes ofrelated party

Sale of trading stock propertiescomprising, inter-alia, commercialand residential properties atexisting and future developmentprojects of the Group.

All classes of related party 1,326,600


A n n u a l R e p o r t 2 0 0 423

STATEMENT ON INTERNAL CONTROLThe Board is committed to maintain a sound internal control system to safeguard the shareholders’ interest and the Group’s assets.

The Board has established an appropriate control environment and framework as well as reviewing its adequacy and integrity.

1. Control Environment

The Board is committed to ensure that a proper control environment is maintained throughout the Group.

2. Group Structure

This is achieved through clearly defined operating and reporting structures with clear lines of accountability andresponsibilities. Changes in the Group structure is duly communicated to management team of the Group. In addition, detailsof directorships within the Group is constantly highlighted to ensure that related parties are duly identified, as necessary.

3. Internal Audit Function

In addition, the Group has an internal audit department which carries out the internal audit function in the Group. Thefindings of the internal audit function are regularly reported to the Audit Committee.The Audit Committee meets at leastfour times a year with the Board to discuss significant issues found during the internal audit process and make necessaryrecommendations to the Board.

4. Control Framework

(a) Financial Information and Information System

Monthly management reports are prepared at subsidiary levels and subject to review by senior management and the executive directors.

(b) Performance Reporting and Monitoring

Quarterly financial statements are presented to the Audit Committee and the Board for review and discussion.

(c) Standardization of Policies and Procedure

The Audit Committee and the Board are committed to identify any significant risks faced by the Group and assess thefinancial and operational controls to address these risks.

DIRECTORS’ RESPONSIBILITY IN PREPARING THE FINANCIAL STATEMENTSThe Directors are required to prepare financial statements for each financial year which give a true and fair view of the state of affairs, the results and the cash flow of the Group for the financial year.

The Directors are satisfied that in preparing the financial statements of the Group for the financial year ended 30 June 2004,the Group has adopted approved applicable accounting standards in Malaysia and complied with the provisions of the CompaniesAct, 1965.


B E R H A D ( 3 2 0 8 8 8 - T )24

MEMBERSHIP AND MEETINGSThe Audit Committee comprises of two independent non-executive directors and one executive director who are as follows: -

• Guido Paul Philip Joseph Ravelli (Deputy Chairman/Independent Non-Executive Director)

• Chua Thian Teck (Executive Director)

• Hj Ahmad bin Hj Ismail, PJK (Independent Non-Executive Director)

Guido Paul Philip Joseph Ravelli is the Chairman of the Audit Committee. Chua Thian Teck is a member of the Malaysian Instituteof Accountants.

The Audit Committee met five times during the financial year ended 30 June 2004.The attendance of the members of the AuditCommittee is set out below.

Name Total Meetings Attended

Guido Paul Philip Joseph Ravelli 5 out of 5

Chua Thian Teck 5 out of 5

Hj Ahmad bin Hj Ismail, PJK 5 out of 5

SUMMARY OF ACTIVITIESThe Audit Committee carried out its duty in accordance with its Terms of Reference.

During the financial year ended 30 June 2004, the Committee reviewed the quarterly results and financial statement forrecommendation to the Board of Directors.The Committee approved the audit plan of the Group and reviewed matters broughtup by the internal audit department.The Audit Committee met regularly with the Board of Directors to discuss issues discoveredduring the internal audit process and to make the necessary recommendations.

INTERNAL AUDIT FUNCTIONDuring the financial year ended 30 June 2004, the internal audit department carried out its audit duties covering business audit,system audit, fixed assets audit and operational and financial audit for reporting to the Committee with particular emphasis on financial authority limits, safeguard of assets of the Group and related party transactions. The Committee reviewed thequarterly results for recommendation to the Board of Directors.The Committee also reviewed the internal audit programmefor the Group.

TERMS OF REFERENCEObjectives of Audit Committee

The primary objectives of the Committee are to: -

1. Maintain, through regularly scheduled meetings, an open line of communication between the Board, management, externalauditors and internal auditors;

2. Oversee and appraise the quality of the audits conducted by the external auditors and the internal auditors; and

3. Provide assistance to the Board in fulfilling its fiduciary responsibilities relating to the Company’s administrative, operatingand accounting controls.

AUDIT COMMITTEE REPORT

A n n u a l R e p o r t 2 0 0 425

Audit Committee Report (cont’d)

Members of the Audit Committee

1. The Company shall appoint an Audit Committee from amongst its directors and shall consist of not less than three innumbers of whom a majority shall be independent non-Executive Directors.

2. At least one member of the Audit Committee: -

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

(ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least 3 years’ working experience and :-

(aa) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or

(bb) 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.

3. No alternate director shall be appointed as a member of the Committee.

4. If a member of the Committee for any reason ceases to be a member with the result that the number is reduced to below3, the Board of Directors shall, within 3 months of that event, appoint such number of new members as may be required tomake up the minimum number of 3 members.

5. The Board of Directors must review the term of office and performance of the Committee and each of its members at leastonce every 3 years to determine whether the Committee and its members have carried out their duties in accordance withtheir terms of reference.

Chairman of Audit Committee

The members of the Committee shall elect a Chairman from among their number who shall be an independent director subjectto endorsement by the Board.

Meetings and Reporting of Audit Committee

1. The quorum in respect of a meeting of the Committee shall be a majority of independent directors.

2. The Committee shall meet at least each quarter of a financial year and such additional meetings as the Chairman shall decidein order to fulfil its duties.

3. The Company Secretary or any person appointed by the Audit Committee shall act as Secretary of the Audit Committeeand shall be responsible, in conjunction with the Chairman, for drawing up the agenda and other supporting explanatorydocumentation for circulation to the Committee Members prior to each meeting.The Secretary will also be responsible forkeeping the minutes of the meetings of the Committee, and circulating them to the members and to other members of theBoard of Directors.The Chairman shall convene a meeting of the Committee to consider any matter the external auditorbelieves should be brought to the attention of the directors or shareholders.

4. The Company must ensure that other directors and employees attend any particular Committee meeting only at theCommittee’s invitation, specific to the relevant meeting.

5. All or any of the members of the Committee may participate in a meeting of the Committee by means of a conferencetelephone, video conferencing or any communication equipment that allows all persons participating in the meeting to heareach other.A person so participating shall be deemed to be present in person at the meeting and shall be entitled to voteor be counted in a quorum accordingly.

B E R H A D ( 3 2 0 8 8 8 - T )26

Audit Committee Report (cont’d)

Authority

The Committee shall, in accordance with a procedure to be determined by the Board of Directors and at the cost of the Company: -

(i) Have authority to investigate any matter within its terms of reference;

(ii) Have the resources which are required to perform its duties;

(iii) Have full and unrestricted access to any information pertaining to the Company;

(iv) Have direct communication channels with the external auditors and person(s) carrying out the internal audit function or activity;

(v) Be able to obtain independent professional or other advice; and

(vi) Be able to convene meetings with the external auditors, excluding the attendance of the executive members of the Committee, whenever deemed necessary.

Where the Committee is of the view that a matter reported by it to the Board of Directors of the Company has not beensatisfactorily resolved resulting in a breach of the Listing Requirements of Bursa Malaysia Securities Berhad, the Audit Committeeshall promptly report such matter to Bursa Malaysia Securities Berhad.

Functions and Responsibilities

The primary functions of the Committee are to review the following and report the same to the Board of Directors:-

(a) The audit plan, audit report and evaluation of the system of internal controls with the external auditors and assistance givenby the employees of the Company to the external auditors;

(b) The adequacy of scope, functions and resources of the internal audit function and the necessary authority to carry out itsduties;

(c) The internal audit programme, processes, the results of the internal audit programme, processes or investigation undertakenand whether or not appropriate actions are taken on the recommendation of the internal audit function;

(d) The quarterly results and year end financial statements; prior to approval by the Board of Directors, focusing particularlyon: -

(aa) changes in or implementation of major accounting policy changes;

(bb) significant and unusual events; and

(cc) compliance with accounting standards and other legal requirements.

(e) Any related party transaction and conflict of interest situation that may arise within the Group including any transaction,procedure or course of conduct that raises questions of management integrity;

(f) Any letter of resignation from the external auditors of the Company;

(g) Whether there is reason (supported by grounds) to believe that the Company’s external auditors is not suitable forreappointment; and

(h) Recommend the nomination of a person or persons as external auditors.

FINANCIALSTATEMENTSDirectors’ Report

Report Of The Auditors

Income Statements

Balance Sheets

Statements Of Changes In Equity

Cash Flow Statements

Notes To The Financial Statements

Statement By Directors

Declaration By The Director

28

32

33

34

36

37

40

72

72

B E R H A D ( 3 2 0 8 8 8 - T )28

The directors of MALTON BERHAD have pleasure in submitting their report and the audited financial statements of the Groupand of the Company for the financial year ended 30 June 2004.

PRINCIPAL ACTIVITIESThe principal activity of the Company is that of investment holding. During the financial year, the Company is also involved in theprovision of management services to its subsidiary companies.

The principal activities of the subsidiary companies are disclosed in Note 14 to the Financial Statements.

Other than disclosed above, there have been no significant changes in the nature of the activities of the Company and of itssubsidiary companies during the financial year.

RESULTS OF OPERATIONSThe results of operations of the Group and of the Company for the financial year are as follows:

The Group The CompanyRM’000 RM’000

Profit/(Loss) before tax 14,840 (801)Income tax expense (6,792) (37)

Profit/(loss) after tax 8,048 (838)Minority interests (684) -

Net profit/(loss) for the year 7,364 (838)

In the opinion of the directors, the results of operations of the Group and of the Company during the financial year have notbeen substantially affected by any item, transaction or event of a material and unusual nature, other than the prior years’adjustments arising from the early adoption of Malaysian Accounting Standards Board Standard No. 32, Property DevelopmentActivities as disclosed in Note 28 to the Financial Statements.

DIVIDENDSA final dividend of 10%, less 28% tax, amounting to RM25,081,411 in respect of the previous financial year was declared and paidby the Company during the financial year.

RESERVES AND PROVISIONSThere were no material transfers to or from reserves or provisions during the financial year other than those disclosed in theFinancial Statements.

ISSUE OF SHARES AND DEBENTURESThe Company has not issued any new shares or debentures during the financial year.

DIRECTORS’ REPORT

A n n u a l R e p o r t 2 0 0 429

Directors’ Report (cont’d)

SHARE OPTIONSNo options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.

No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of theCompany.As at the end of the financial year, there were no unissued shares of the Company under options.

OTHER FINANCIAL INFORMATIONBefore the income statements and balance sheets of the Group and of the Company were made out, the directors tookreasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance fordoubtful debts, and had satisfied themselves that there were no known bad debts to be written off and that no allowancefor doubtful debts was required; and

(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business hadbeen written down to their estimated realisable values.

At the date of this report, the directors are not aware of any circumstances:

(a) which would require the writing off of bad debts or the setting up of allowance for doubtful debts in the financial statementsof the Group and of the Company; or

(b) which would render the values attributed to current assets in the financial statements of the Group and of the Companymisleading; or

(c) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and ofthe Company misleading or inappropriate; or

(d) not otherwise dealt with in this report or financial statements which would render any amount stated in the financialstatements of the Group and of the Company misleading.

At the date of this report, there does not exist:

(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which securesthe liability of any other person; or

(b) any contingent liability of the Group and of the Company which has arisen since the end of the financial year.

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve monthsafter the end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Groupand of the Company to meet their obligations as and when they fall due.

In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval betweenthe end of the financial year and the date of this report which is likely to affect substantially the results of operations of theGroup and of the Company for the succeeding financial year.

B E R H A D ( 3 2 0 8 8 8 - T )30


DIRECTORSThe following directors served on the Board of the Company since the date of the last report:

Datuk Lim Siew Choon

Guido Paul Philip Joseph Ravelli

Datin Tan Kewi Yong

Lee Tuck Fook

Chua Thian Teck

Liew Yuet Siong (appointed on 7.4.2004)

Hj.Ahmad Bin Hj. Ismail, PJK

In accordance with Article 100 of the Company’s Articles of Association, Mr. Guido Paul Philip Joseph Ravelli and Mr. Chua ThianTeck retire by rotation and, being eligible, offer themselves for re-election at the forthcoming Annual General Meeting.

Mr. Liew Yuet Siong, who was appointed to the Board since the last Annual General Meeting, retires in accordance with Article 103 of the Company’s Articles of Association and, being eligible, offers himself for re-election at the forthcoming AnnualGeneral Meeting.

DIRECTORS’ INTERESTSThe shareholdings in the Company of those who were directors at the end of the financial year, as recorded in the Register ofDirectors’ Shareholdings kept by the Company under Section 134 of the Companies Act, 1965, are as follows:

Number of ordinary shares of RM1.00 eachBalance as Balance asof 1.7.2003 Bought Sold of 30.6.2004

Shares in the Company

Indirect interest

Datuk Lim Siew Choon 132,064,428 - - 132,064,428

Number of warrants over ordinary shares of RM1.00 each

Balance as Balance asof 1.7.2003 Bought Sold of 30.6.2004

Warrants in the Company

Indirect interest

Datuk Lim Siew Choon 66,032,214 - - 66,032,214

By virtue of above director’s interests in shares of the Company, he is deemed to have an interest in shares of all the subsidiarycompanies to the extent the Company has its interest.

Other than as disclosed above, the directors do not have any other interest in the shares of its related companies during and atthe end of the financial year.

A n n u a l R e p o r t 2 0 0 431


DIRECTORS’ BENEFITSSince the end of the previous financial year, none of the directors of the Company has received or become entitled to receiveany benefit (other than the benefit included in the aggregate amount of emoluments received or due and receivable by thedirectors as disclosed in the Financial Statements or the fixed salary of full-time employees of the Company) by reason of acontract made by the Company or a related corporation with the director or with a firm of which he is a member, or with acompany in which he has a substantial financial interest except for any benefits which may be deemed to have arisen by virtueof the transactions as disclosed in Note 18 to the Financial Statements.

During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors ofthe Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other bodycorporate other than as disclosed above.

AUDITORSThe auditors, Messrs. Deloitte & Touche, have indicated their willingness to continue in office.

Signed on behalf of the Boardin accordance with a resolution of the Directors,

____________________________________LEE TUCK FOOK

____________________________________CHUA THIAN TECK

Kuala Lumpur,28 October 2004

B E R H A D ( 3 2 0 8 8 8 - T )32

We have audited the accompanying balance sheets as of 30 June 2004, the related statements of income, cash flows and changesin equity for the year then ended.These financial statements are the responsibility of the Company’s directors. Our responsibilityis to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with approved standards on auditing in Malaysia.These standards require that we planand 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 evaluatingthe overall financial statements presentation.We believe that our audit provides a reasonable basis for our opinion.

In our opinion:

(a) the abovementioned financial statements are properly drawn up in accordance with the provisions of the Companies Act,1965 and the applicable approved accounting standards in Malaysia so as to give a true and fair view of:

(i) the state of affairs of the Group and of the Company as of 30 June 2004 and of the results and the cash flows of the Group and of the Company for the year ended on that date; and

(ii) the matters required by Section 169 of the Act to be dealt with in the financial statements and consolidated financial statements; and

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by the subsidiarycompanies 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 auditors’ reports of the subsidiary companies of which we have not acted asauditors as shown in Note 14 to the Financial Statements, being financial statements that have been included in the consolidatedfinancial statements.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the financial statementsof the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financialstatements, and we have received satisfactory information and explanations as required by us for these purposes.

The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and did notinclude any comment made under Sub-section (3) of Section 174 of the Act.

The financial statements of the Group and of the Company for the preceding year were audited by another firm of auditors and,after certain reclassifications to conform with current year’s presentation, are presented merely for comparative purposes only.

DELOITTE & TOUCHEAF 0834Chartered Accountants

LAI CAN YIEW2179/09/05 (J)Partner

28 October 2004

REPORT OF THE AUDITORSto the Members of MALTON BERHAD

A n n u a l R e p o r t 2 0 0 433

The Group The CompanyNote 2004 2003 2004 2003

RM’000 RM’000 RM’000 RM’000

Revenue 4 166,007 147,730 5,820 -

Cost of sales 5 (115,124) (94,315) - -

Gross profit 50,883 53,415 5,820 -

Other operating income 4,463 8,679 5 596

Selling and distributionexpenses (4,832) (2,202) - -

Administrative expenses (31,202) (23,471) (6,591) (437)

Profit/(Loss) from operations 6 19,312 36,421 (766) 159

Finance costs 7 (4,472) (1,981) (35) (3)

Profit/(Loss) before tax 14,840 34,440 (801) 156

Income tax expense 8 (6,792) (12,121) (37) (165)

Profit/(Loss) after tax 8,048 22,319 (838) (9)

Minority interests (684) 511 - -

Net profit/(loss) for the year 7,364 22,830 (838) (9)

Gross dividend per ordinaryshares (sen) 9 10.00 3.50

Earnings per ordinaryshare: 10

Basic (sen) 2.11 6.55

Diluted (sen) N/A N/A

The accompanying Notes form an integral part of the Financial Statements.

INCOME STATEMENTSfor the year ended 30 June 2004

B E R H A D ( 3 2 0 8 8 8 - T )34


RM’000 RM’000 RM’000 RM’000

Property, plant andequipment 11 58,033 51,253 657 388

Investment properties 12 18,023 18,130 - -

Property development- non-current portion 13 75,216 85,714 - -

Investment in subsidiarycompanies 14 - - 211,675 211,175

Current Assets

Property development- current portion 13 133,642 121,362 - -

Inventories 15 39,078 35,418 - -

Trade receivables 16 262,012 219,513 - -

Other receivables and prepaidexpenses 16 71,174 63,176 180 118

Accrued billings 33,142 9,234 - -

Amount owing by contractcustomers 17 1,864 8,073 - -

Amount owing by subsidiarycompanies 14 - - 269,164 235,333

Fixed deposits with licensedbanks 19 4,904 3,784 - -

Cash and bank balances 20 20,886 17,349 13 207

566,702 477,909 269,357 235,658

Current Liabilities

Trade payables 21 69,656 46,140 - -

Other payables and accrued expenses 21 33,479 19,567 1,037 156

Advance billings 1,147 9,214 - -

Amount owing to contract customers 17 1,637 156 - -

Amount owing tosubsidiary companies 14 - - 86,502 27,235

Bank borrowings (secured)- current portion 22 90,701 32,587 - -

Hire-purchase payables - current portion 23 1,284 1,095 148 73

Tax liabilities 53,598 51,014 - -

251,502 159,773 87,687 27,464

BALANCE SHEETSas of 30 June 2004

A n n u a l R e p o r t 2 0 0 435


RM’000 RM’000 RM’000 RM’000

Net Current Assets 315,200 318,136 181,670 208,194

Long-Term and Deferred Liabilities

Bank borrowings (secured)- non-current portion 22 (28,671) (19,385) - -

Hire-purchase payables- non-current portion 23 (2,241) (1,808) (421) (257)

Deferred tax liabilities 24 (5,559) (5,745) - -

(36,471) (26,938) (421) (257)

Minority interests (5,863) (4,440) - -

Net Assets 424,138 441,855 393,581 419,500

Represented by:

Issued capital 25 348,353 348,353 348,353 348,353

Reserves 26 75,785 93,502 45,228 71,147

Shareholders’ Equity 424,138 441,855 393,581 419,500

Balance Sheets as of 30 June 2004 (cont’d)


B E R H A D ( 3 2 0 8 8 8 - T )36

TotalIssued Share Unappropriated shareholders’

The Group Note capital premium profit equityRM’000 RM’000 RM’000 RM’000

Balance as of 1 July 2002:As previously reported 348,353 255 84,993 433,601Prior years’ adjustments 28 - - (1,564) (1,564)

As restated 348,353 255 83,429 432,037

Net profit for the year:As previously reported - - 23,267 23,267Prior years’ adjustments 28 - - (437) (437)

As restated - - 22,830 22,830

Goodwill written-off - - (4,234) (4,234)Dividends 9 - - (8,778) (8,778)

Balance as of 30 June 2003:As previously reported 348,353 255 95,248 443,856Prior years’ adjustments 28 - - (2,001) (2,001)

As restated 348,353 255 93,247 441,855

Net profit for the year - - 7,364 7,364

Dividends 9 - - (25,081) (25,081)

Balance as of 30 June 2004 348,353 255 75,530 424,138

TotalIssued Share Unappropriated shareholders’

The Company Note capital premium profit equityRM’000 RM’000 RM’000 RM’000

Balance as of 1 July 2002 348,353 255 79,679 428,287

Net loss for the year - - (9) (9)

Dividends 9 - - (8,778) (8,778)


Net loss for the year - - (838) (838)

Dividends 9 - - (25,081) (25,081)


STATEMENTS OF CHANGES IN EQUITYfor the year ended 30 June 2004


A n n u a l R e p o r t 2 0 0 437

The Group The Company2004 2003 2004 2003

RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM/(USED IN) OPERATING ACTIVITIES

Profit/(Loss) before tax 14,840 34,440 (801) 156Adjustments for:

Finance costs 4,472 1,981 35 3Depreciation of property, plant

and equipment 2,805 2,338 131 10Investment property written-off 107 - - -Property, plant and equipment

written off 12 12 - -Gain on disposal of property,

plant and equipment (203) (633) - -Interest income (1,025) (3,655) (5) (596)

Operating Profit/(Loss) Before Working Capital Changes 21,008 34,483 (640) (427)

(Increase)/Decrease in:Property development - current

portion (9,463) (66,892) - -Inventories (3,660) 6,058 - -Trade receivables (42,499) (36,312) - -Other receivables and prepaid

expenses (7,767) 39,769 (124) 691Accrued billings (23,908) (6,277) - -Amount owing by contract

customers 6,209 (8,030) - -

Increase/(Decrease) in:Trade payables 23,516 (33,756) - -Other payables and accrued

expenses 16,729 11,219 906 (886)Advance billings 1,481 (960) - -Amount owing to contract

customers (8,067) (5,525) - -

Cash Generated From/(Used In)Operations (26,421) (66,223) 142 (622)

Income tax paid (7,440) (21,371) - (173)

Net Cash From/(Used In) Operating Activities (33,861) (87,594) 142 (795)

CASH FLOW STATEMENTSfor the year ended 30 June 2004

B E R H A D ( 3 2 0 8 8 8 - T )38


RM’000 RM’000 RM’000 RM’000

CASH FLOWS FROM/(USED IN) INVESTING ACTIVITIES

Interest received 1,025 3,655 5 596(Increase)/Decrease in:

Property development - non-current portion 10,498 (5,320) - -

Amount owing by subsidiarycompanies - - (33,831) (94,885)

Withdrawal/(Placement) of fixed deposits pledged to licensed banks 1,177 (1,236) - -

Purchase of property, plant and equipment (Note) (7,774) (15,051) (44) (58)

Proceeds from disposal of property, plant and equipment 321 1,067 - -

Acquisition of subsidiary companies (Note 14) (1) (7,844) (500) (23,008)

Acquisition of minority interest in subsidiary companies - (28,567) - -

Net Cash From/(Used In) Investing Activities 5,246 (53,296) (34,370) (117,355)

CASH FLOWS FROM/(USED IN) FINANCING ACTIVITIES

Finance costs paid (7,291) (2,971) (35) (3)Increase/(Decrease) in:Amount owing to subsidiary

companies - - 59,267 10,635Bank borrowings; excluding bank

overdrafts and long-term loans (880) 9,291 - -Proceeds from long-term loans 29,420 20,620 - -Repayment of long-term loans (8,353) (17,658) - -Payment of hire-purchase payables (1,318) (1,072) (117) (10)Proceeds from issuance of shares

in subsidiary company to minority shareholders 739 - - -

Dividend paid (25,081) (8,778) (25,081) (8,778)

Net Cash From/(Used In) Financing Activities (12,764) (568) 34,034 1,844

Cash Flow Statementsfor the year ended 30 June 2004 (cont’d)

A n n u a l R e p o r t 2 0 0 439


RM’000 RM’000 RM’000 RM’000

NET DECREASE IN CASHAND CASH EQUIVALENTS (41,379) (141,458) (194) (116,306)

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR 9,558 151,016 207 116,513

CASH AND CASH EQUIVALENTS AT END OF YEAR 27 (31,821) 9,558 13 207

Note: During the financial year, the Group and the Company acquired property, plant and equipment with an aggregate cost ofRM9,714,000 and RM400,000 (RM17,532,000 and RM398,000 in 2003), respectively, of which RM1,940,000 andRM356,000 (RM2,481,000 and RM340,000 in 2003), respectively was acquired under hire-purchase arrangements. Cashpayments for the acquisition of property, plant and equipment amounted to RM7,774,000 and RM44,000 (RM15,051,000and RM58,000 in 2003), respectively.

Cash Flow Statementsfor the year ended 30 June 2004 (cont’d)


B E R H A D ( 3 2 0 8 8 8 - T )40

1. GENERAL INFORMATIONThe principal activity of the Company is that of investment holding. During the financial year, the Company is also involvedin the provision of management services to its subsidiary companies.

The principal activities of the subsidiary companies are disclosed in Note 14.

Other than disclosed above, there have been no significant changes in the nature of the activities of the Company and ofits subsidiary companies during the financial year.

The total number of employees of the Group and of the Company at the end of the financial year was 263 (185 in 2003)and 26 (Nil in 2003), respectively.

The registered office and principal place of business of the Group and the Company is located at 22nd Floor, MenaraUni.Asia, No. 1008, Jalan Sultan Ismail, 50250 Kuala Lumpur.

2. BASIS OF PREPARATION OF FINANCIAL STATEMENTSThe financial statements of the Group and of the Company have been approved by the Board of Directors for issuance on28 October 2004.

The financial statements of the Group and of the Company have been prepared in accordance with the provisions of theCompanies Act, 1965 and the applicable approved accounting standards of the Malaysian Accounting Standards Board(“MASB”).

3. SIGNIFICANT ACCOUNTING POLICIESBasis of Accounting

The financial statements of the Group and of the Company have been prepared under the historical cost convention.

Basis of Consolidation

The Group’s financial statements incorporate the financial statements of the Company and of all the subsidiary companiesmade up to the end of the financial year as listed in Note 14. Subsidiary companies are consolidated using the acquisitionmethod of accounting.

Subsidiary companies are companies in which the Group has power to exercise control over the financial and operatingpolicies so as to obtain benefits from their activities.

The interest of minority shareholders is stated at the minority’s proportion of the assets and liabilities recognised.

All significant intercompany transactions and balances are eliminated on consolidation.

Goodwill or reserve arising on consolidation, which represents the difference of the cost of investment over the fair valuesattributable to the related net assets of the subsidiary companies at the effective date of acquisition, is fully written off inthe year of acquisition.

NOTES TO THE FINANCIAL STATEMENTS

A n n u a l R e p o r t 2 0 0 441

Notes To The Financial Statements (cont’d)

3. SIGNIFICANT ACCOUNTING POLICIES (cont’d)

Revenue

Revenue relating to property development is accounted for based on the percentage of completion method as determinedby the proportion of the property development sold attributable to the percentage of development work performed duringthe year where the outcome of the projects can be reliably estimated.

Revenue relating to construction contracts is accounted for based on the percentage of completion method as determinedby the proportion of construction cost incurred todate against the total estimated costs of contracts where the outcomeof the contracts can be reliably estimated.

Revenue from property trading is recognised upon the finalisation of sale and purchase agreements by the end of thefinancial year and when the risks and rewards of ownership have passed.

Rental income, interest income, fee from management services and project management are recognised on accrual basis.

Dividend income is recognised when the shareholder’s right to receive payment is established.

Income Tax

Income tax on the profit or loss for the year comprises current and deferred tax. Current tax is the expected amount ofincome taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have been enactedat the balance sheet date.

Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between the taxbases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred tax liabilities arerecognised for all taxable temporary differences and deferred tax assets are recognised for all deductible temporarydifferences, unused tax losses and unused tax credits to the extent that it is probable that taxable profit will be availableagainst which the deductible temporary differences, unused tax losses and unused tax credits can be utilised. Deferred taxis not recognised if the temporary difference arises from goodwill or negative goodwill or from the initial recognition of anasset or liability in a transaction which is not a business combination and at the time of the transaction, affects neither theaccounting profit nor taxable profit.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liabilitysettled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax isrecognised in the income statements, except when it arises from a transaction which is recognised directly in equity, inwhich case the deferred tax is also charged or credited directly in equity, or when it arises from a business combinationthat is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.

Foreign Currency Conversion

Transactions in foreign currencies are converted into Ringgit Malaysia at the exchange rates prevailing at the transaction datesor, where settlement has not been made at the end of the financial year, at the approximate exchange rates prevailing at thatdate. Gains and losses arising from the conversion of foreign currency amounts are taken up in the income statements.

The principal closing rate used in the conversion of foreign currency amounts is as follows:

2004 2003Currency RM’000 RM’000

1 United States Dollar 3.800 3.800

B E R H A D ( 3 2 0 8 8 8 - T )42



Impairment of Assets

The carrying amounts of property, plant and equipment, investment properties, property development and investment insubsidiary companies are reviewed at each balance sheet date to determine whether there is any indication of impairment.If such an indication exists, the asset’s recoverable amount is estimated. An impairment loss is recognised whenever thecarrying amount of an asset or its cash-generating unit exceeds its recoverable amount. All impairment losses arerecognised in the income statements.

An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carrying amountthat would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Allreversals of impairment loss are recognised in the income statements.

Property, Plant and Equipment and Depreciation

Property, plant and equipment are stated at cost less accumulated depreciation and any impairment losses.

Gain or loss arising from the disposal of an asset is determined as the difference between the net disposal proceeds andthe carrying amount of the asset, and is recognised in the income statements.

Depreciation of property, plant and equipment is computed on the straight-line method to write off the cost of the variousproperty, plant and equipment over their estimated useful lives at the following annual rates:

Freehold building 1%Long-term leasehold land Over the lease period of 95 yearsLong-term leasehold properties Over the lease period of 70 to 99 yearsFurniture and fittings 10%Office equipment 10% - 20%Motor vehicles 20% - 25%Plantation and sundry equipment 25%Electrical and water installations 25%Computers 20% - 30%Office renovations 10% - 33 1/3%

Property, Plant and Equipment Acquired Under Hire-Purchase

Property, plant and equipment acquired under hire-purchase arrangements are capitalised in the financial statements andthe corresponding obligations treated as liabilities. Finance charges are allocated to the income statements to give aconstant periodic rate of interest on the remaining hire-purchase liabilities.

Investment Properties

Investment properties, consisting of freehold land and building, are held for long-term investment potential and for rentalincome. Investment properties are stated at cost less any impairment losses.

Property Development

In the previous financial year, the Group adopted Malaysian Accounting Standards, Standard No 7 (“MAS 7”),Accounting forProperty Development. In accordance with MAS 7, property development consists of land held for development,development expenditure and portion of profit attributable to the development work performed todate, less applicableprogress billings and allowance for foreseeable loss.

A n n u a l R e p o r t 2 0 0 443



Property Development (cont’d)

During the financial year, the Group opted for early adoption of MASB Standard No 32, Property Development Activities,which becomes operative for financial period beginning on or after 1 January 2004. In the previous year, the stage ofcompletion of the property development activities is computed based on total actual cost incurred over the estimated totalcost of the said project. In accordance with MASB 32, the computation of the stage of completion of the propertydevelopment activities is similar to that in the previous year except that certain costs are excluded in the said computation.The accounting change has been accounted for retrospectively and the effects on prior years have been taken up as prioryears’ adjustments as disclosed in Note 28.

Property development consists of land and related development expenditure incurred, less cost recognised in incomestatements and allowance for foreseeable loss.

Allowance for foreseeable loss is made based on losses estimated to arise upon the completion of property developmentwhich are already in progress.

Accrued billings represent the excess of property development revenue recognised in the income statements over the billings to purchasers.

Advance billings represent the excess of billings to purchasers over property development revenue recognised in theincome statements.

The Group considers as current assets that portion of property development on which significant development work hasbeen done and is expected to be completed within the normal operating cycle of two to three years.

Borrowing Costs

Borrowing costs incurred on property development are capitalised and included as part of development expenditure.However, capitalisation of borrowing costs is suspended during extended periods in which active development is interrupted.

Construction Contracts

When the outcome of a contract project can be estimated reliably, revenue and costs are recognised by reference to thestage of completion of the contract activity at the balance sheet date, as measured by the proportion of contract costsincurred for work performed todate bear to the estimated total contract costs.Variations in contract work, claims andincentive payments are included to the extent that they have been agreed with the customers.

When the outcome of a contract project cannot be estimated reliably, contract revenue is recognised to the extent ofcontract costs incurred that are probable of recovery. Contract costs are recognised as expenses in the period in whichthey incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognisedimmediately.

Investment in Subsidiary Companies

Investment in unquoted shares of subsidiary companies, which is eliminated on consolidation, is stated at cost less anyimpairment losses in the Company’s financial statements.

B E R H A D ( 3 2 0 8 8 8 - T )44



Inventories

Inventories, consisting of bungalow land, commercial land and completed units of properties for sale, are stated at the lowerof cost and net realisable value. Cost is determined by the specific identification method.

Net realisable value represents the estimated selling price in the ordinary course of business less selling and all otherestimated costs to completion.

Receivables

Receivables are stated at nominal value as reduced by the appropriate allowances for estimated irrecoverable amounts.Allowance for doubtful debts is made based on estimates of possible losses which may arise from non-collection of certainreceivable accounts.

Defined Contribution Plan

The Company, its subsidiary companies and the eligible employees are required by law to make monthly contributions toEmployees Provident Fund (“EPF”), a statutory defined contribution plan, at certain prescribed rates based on theemployees’ salaries. The Group’s and the Company’s contributions to EPF are disclosed separately.

Other than as disclosed above, the Group and the Company do not make contribution to other employees retirementplans.

Provisions

Provisions are made when the Group and the Company have a present legal or constructive obligation as a result of pastevents, when it is probable that an outflow of resources will be required to settle the obligation, and when a reliableestimate of the amount can be made.

Cash Flow Statements

The Group and the Company adopt the indirect method in the preparation of the cash flow statements.

Cash equivalents are short-term, highly liquid investments with maturities of three months or less from the date ofacquisition and are readily convertible to cash with insignificant risk of changes in value.

4. REVENUERevenue of the Group and of the Company comprises the following:


RM’000 RM’000 RM’000 RM’000

Property development 101,161 74,263 - -Construction and project

management 58,812 28,018 - -Property trading 4,823 44,596 - -Rental income from

investment properties 693 838 - -Management fee:

Subsidiary companies - - 5,820 -Third parties 495 - - -

Others 23 15 - -

166,007 147,730 5,820 -

A n n u a l R e p o r t 2 0 0 445


5. COST OF SALESThe Group

2004 2003RM’000 RM’000

Property development 68,307 53,797Construction and project management 41,604 17,883Property trading 5,042 22,403Rental income from investment properties 159 221Others 12 11

115,124 94,315

6. PROFIT/(LOSS) FROM OPERATIONSProfit/(Loss) from operations is arrived at after the following credits/(charges):


RM’000 RM’000 RM’000 RM’000

Rental income 754 825 - -Interest income on:

Fixed deposits 234 596 5 596Others 791 3,059 - -

Gain on disposal of property,plant and equipment 203 633 - -

Staff costs (10,011) (10,593) (1,487) -Tax penalty (2,880) (2,610) - -Directors’ remuneration:

Salaries and otheremoluments (2,472) (3,261) (2,472) (24)

Fees (48) (51) (48) (50)Depreciation of property,

plant and equipment (2,805) (2,338) (131) (10)Rental of:

Premises (247) (635) - -Motor vehicles - (3) - -

Audit fees:Current (156) (124) (12) (14)Underprovision in prior year (36) (16) (13) (8)

Investment propertieswritten off (107) - - -

Property, plant and equipment written off (12) (12) - -

Staff costs include salaries, contributions to Employees Provident Fund (“EPF”) and all other staff related expenses.Contributions to EPF by the Group and the Company during the financial year amounted to RM1,165,000 and RM389,000(RM1,022,000 and RM Nil in 2003), respectively.

B E R H A D ( 3 2 0 8 8 8 - T )46


7. FINANCE COSTSThe Group The Company

2004 2003 2004 2003RM’000 RM’000 RM’000 RM’000

Interest expense on:Bank overdrafts 2,518 328 - -Hire-purchase 212 189 35 3Long-term loans 530 1,330 - -Revolving credits 1,132 94 - -Late payment 80 40 - -

4,472 1,981 35 3

8. INCOME TAX EXPENSEThe Group The Company

2004 2003 2004 2003RM’000 RM’000 RM’000 RM’000

Estimated tax payable:Current 6,786 12,107 45 167Under/(Over)provision in

prior years 192 4 (8) (2)

6,978 12,111 37 165

Deferred taxation (Note 24) (186) 10 - -

6,792 12,121 37 165

A reconciliation of income tax expense applicable to profit/(loss) before tax at the applicable statutory income tax rate toincome tax expense at the effective income tax rate is as follows:


RM’000 RM’000 RM’000 RM’000

Profit/(Loss) before tax 14,840 34,440 (801) 156

Tax at the applicable taxrate of 28% (28% in 2003) 4,155 9,643 (224) 44

Tax effects of expenses not deductible for tax purposes 2,417 1,421 269 123

(Over)/Underprovision inprior years 192 4 (8) (2)

Deferred tax assets notrecognised 28 1,053 - -

6,792 12,121 37 165

As of 30 June 2004, the Company has tax exempt income account amounting to RM20,965 (RM20,965 in 2003) arising fromchargeable income waived in 1999 in accordance with the Income Tax (Amendment) Act, 1999. The tax exempt incomeaccount, which is subject to agreement with the tax authorities, is available for distribution of tax exempt dividends to theshareholders of the Company.

A n n u a l R e p o r t 2 0 0 447


9. DIVIDENDSThe Group andThe Company

2004 2003RM’000 RM’000

Final dividend in respect of:10.0%, less 28% tax, for the financial year 2003 25,081 -3.5%, less 28% tax, for the financial year 2002 - 8,778

25,081 8,778

Gross dividend per ordinary shares (sen) 10.00 3.50

10. EARNINGS PER ORDINARY SHAREBasic

The basic earnings per ordinary share of the Group has been calculated based on the Group’s net profit of RM7,364,000(RM22,830,000 in 2003) and on the number of ordinary shares in issue and ranking for dividend of 348,352,928(348,352,928 in 2003) during the year.

Fully diluted

Under MASB standard No. 13 on Earnings Per Share, the warants over 174,176,464 unissued ordinary shares have nodilutive effect as the conversion price of the warrants is above the average market value of the Company’s shares duringthe financial year ended 30 June 2004.The terms of the unconverted warrants are set out in Note 25.

11. PROPERTY, PLANT AND EQUIPMENTProperty, plant and equipment consist of the following:

The Group

COSTAt beginning At end

of year Additions Disposals Write-offs of year2004 RM’000 RM’000 RM’000 RM’000 RM’000

Freehold building 4,731 - - - 4,731Long-term leasehold land 21,898 - - - 21,898Long-term leasehold properties 19,456 6,500 - - 25,956Furniture and fittings 1,904 147 - - 2,051Office equipment 1,958 174 (17) (26) 2,089Motor vehicles 6,799 2,220 (1,333) - 7,686Plantation and sundry equipment 1,048 - - - 1,048Electrical and water installations 450 49 - - 499Computers 811 260 (6) - 1,065Office renovations 2,815 364 - - 3,179

61,870 9,714 (1,356) (26) 70,202

B E R H A D ( 3 2 0 8 8 8 - T )48


11. PROPERTY, PLANT AND EQUIPMENT (cont’d)

ACCUMULATED DEPRECIATIONAt beginning Charge for At end

of year the year Disposals Write-offs of year2004 RM’000 RM’000 RM’000 RM’000 RM’000

Freehold building 331 47 - - 378Long-term leasehold land 701 230 - - 931Long-term leasehold properties 1,373 347 - - 1,720Furniture and fittings 1,039 195 - - 1,234Office equipment 1,039 222 (11) (14) 1,236Motor vehicles 2,972 1,229 (1,227) - 2,974Plantation and sundry equipment 1,048 - - - 1,048Electrical and water installations 450 6 - - 456Computers 545 126 (1) - 670Office renovations 1,119 403 - - 1,522

10,617 2,805 (1,239) (14) 12,169

NET BOOK VALUE DepreciationAt end At beginning charge for of year of year 2003

2004 RM’000 RM’000 RM’000

Freehold building 4,353 4,400 47Long-term leasehold land 20,967 21,197 230Long-term leasehold properties 24,236 18,083 289Furniture and fittings 817 865 158Office equipment 853 919 224Motor vehicles 4,712 3,827 1,028Plantation and sundry equipment - - -Electrical and water installations 43 - -Computers 395 266 69Office renovations 1,657 1,696 293

58,033 51,253 2,338

The Company

COSTAt beginning At end

of year Additions of year2004 RM’000 RM’000 RM’000

Furniture and fittings - 2 2Office equipment - 16 16Motor vehicles 398 360 758Computers - 22 22

398 400 798

A n n u a l R e p o r t 2 0 0 449


11. PROPERTY, PLANT AND EQUIPMENT (cont’d)

ACCUMULATED DEPRECIATIONAt beginning Charge for At end

of year the year of yearRM’000 RM’000 RM’000

Furniture and fittings - - -Office equipment - 1 1Motor vehicles 10 127 137Computers - 3 3

10 131 141

NET BOOK VALUE DepreciationAt end At beginning charge for of year of year 2003

2004 RM’000 RM’000 RM’000

Furniture and fittings 2 - -Office equipment 15 - -Motor vehicles 621 388 10Computers 19 - -

657 388 10

Included in property, plant and equipment of the Group and the Company are property, plant and equipment acquired underhire-purchase arrangements with net book values of RM4,530,582 and RM620,477 (RM3,666,709 and RM388,067 in 2003),respectively.

Land and buildings of the Group with carrying amount of RM43,046,000 (RM30,538,000 in 2003) are charged to banks forcredit facilities granted to certain subsidiary companies as mentioned in Note 22.

12. INVESTMENT PROPERTIESThe Group

2004 2003RM’000 RM’000

Freehold land and building, at cost 18,023 18,130

The investment properties of the Group are charged to bank for credit facilities granted to a subsidiary company as mentioned in Note 22.

B E R H A D ( 3 2 0 8 8 8 - T )50


13. PROPERTY DEVELOPMENT Property development consists of the following:

The Group2004 2003

RM’000 RM’000

Freehold land - at cost 153,590 153,492Long-term leasehold land - at cost 68,742 53,498Development expenditure 452,144 410,867

674,476 617,857Non-current portion (75,216) (85,714)

599,260 532,143Costs recognised as an expense in the income statements:

Previous year (381,078) (327,281)Current year (Note 5) (68,307) (53,797)

149,875 151,065Transfer to inventories (16,233) (29,703)

Current portion 133,642 121,362

Certain parcels of freehold and leasehold land under property development amounting to RM22,654,000 (RM41,430,000in 2003) and RM63,742,000 (RM11,885,000 in 2003), respectively have been charged to financial institutions for creditfacilities granted to the Group as mentioned in Note 22.

Included in property development are borrowing costs of RM3,551,000 (RM1,006,000 in 2003) incurred during the year.

14. INVESTMENT IN SUBSIDIARY COMPANIESThe Company

2004 2003RM’000 RM’000

Unquoted shares, at cost 211,675 211,175

Amount owing by/(to) subsidiary companies, which arose mainly from unsecured advances and payments made on behalf,is interest-free and has no fixed terms of repayment.

The subsidiary companies are as follows:

EffectiveCountry of Equity Interest Principal

Name Incorporation 2004 2003 Activities% %

Direct Subsidiary Companies

Khuan Choo Malaysia 100 100 Property development,Realty Sdn. Bhd.* investment in

property and investment holding

A n n u a l R e p o r t 2 0 0 451


14. INVESTMENT IN SUBSIDIARY COMPANIES (cont’d)



Direct Subsidiary Companies

Bukit Rimau Malaysia 100 100 Property developmentDevelopment Sdn. Bhd.

Domain Resources Malaysia 100 100 Construction, project Sdn. Bhd. management and

consultancy services

Pembinaan Malaysia 100 100 Construction and Gapadu Sdn. Bhd. project management

Malton Assets British 100 100 DormantLimited Virgin

Islands

Kuala Lumpur Malaysia 100 100 Property development Pavilion Sdn. and property Bhd.* management services

Malton Asia British 100 100 DormantLimited Virgin

Islands

Ehsan Armada Malaysia 100 100 Property developmentSdn. Bhd.*

Khuan Choo Malaysia 100 - Property management Property and developmentManagement Sdn.Bhd.

Malton Malaysia 100 - DormantDevelopment Sdn.Bhd.

Kumpulan Gapadu Malaysia 100 - DormantSdn. Bhd.

B E R H A D ( 3 2 0 8 8 8 - T )52





Indirect Subsidiary Companies

(Held through Khuan Choo Realty Sdn. Bhd.)

Asia-Condo Malaysia 100 100 Property investmentCorporation Sdn. Bhd.*

Gapadu Malaysia 100 100 Property developmentDevelopment Sdn. Bhd.*

Gapadu Harta Malaysia 100 100 Property developmentSdn. Bhd.*

Khuan Choo Malaysia 100 100 Property developmentDevelopment Sdn. Bhd.*

Regal Marvel Malaysia 100 100 Construction and Construction project managementSdn Bhd.*

Horizontal Malaysia 100 100 Property developmentPromenade Sdn. Bhd.*

Rentak Sejati Malaysia 100 100 Property developmentSdn. Bhd.*

Silver Setup Malaysia 100 100 Investment holdingSdn. Bhd.*

Khuan Choo Malaysia 100 100 Property developmentSdn. Bhd.*

Melariang Malaysia 75.1 75.1 Project management Sdn. Bhd.* and investment holding

A n n u a l R e p o r t 2 0 0 453






(Held through Domain Resources Sdn. Bhd.)

Domain Habitat Malaysia 100 100 Property managementSdn. Bhd. services

Domain-Paul Y. Malaysia 51 - Construction Sdn. Bhd.(formerly known as Gapadu CorporationSdn. Bhd.)

Domain EPC Sdn. Bhd. Malaysia 100 - Dormant

Domain Project Malaysia 100 - DormantManagement Sdn. Bhd.

Trident Acres Sdn. Bhd. Malaysia 100 - Dormant


(Held through Silver Setup Sdn. Bhd.)

Perak Fruits & Malaysia 51 51 Farming, sub-letting Development of farming land, sale Corporation of farm produce and Sdn. Bhd.* general trading


(Held through Melariang Sdn. Bhd.)

Interpile (M) Malaysia 75.1 75.1 PropertySdn. Bhd.* development

* The financial statements of these subsidiary companies are audited by auditors other than the auditors of the Company.

B E R H A D ( 3 2 0 8 8 8 - T )54



The Group acquired several subsidiary companies in 2004 and 2003.The effects of the acquisition on the financial resultsof the Group are as follows:

The Group2004 2003

RM’000 RM’000

Revenue 15,979 20,820Cost of sales (15,004) (13,250)

Gross profit 975 7,570

Other operating income 12 186Selling and distribution expenses - (565)Administrative expenses (102) (1,396)

Profit from operations 885 5,795Finance costs - (102)

Profit before tax 885 5,693Income tax expense (180) (1,780)

Profit after tax 705 3,913Minority interest (310) 53

Increase in Group profit attributable to shareholders 395 3,966

The effects of the above acquisition on the financial position of the Group in 2004 and 2003 are as follows:

The Group2004 2003

RM’000 RM’000

Net assets acquired:Property development 2,296 9,003Cash and bank balances - 18Payables (2,295) (9,794)Minority interests - 637Goodwill - 7,998

1 7,862Less: Cash and cash equivalents acquired - (18)

Cash flow on acquisition, net of cash and cashequivalents acquired 1 7,844

A n n u a l R e p o r t 2 0 0 455


15. INVENTORIESThe Group

2004 2003RM’000 RM’000

At cost:Completed properties 14,626 19,665Bungalow land 12,432 15,753Commercial land 12,020 -

39,078 35,418

Included in the inventories is a property with cost amounting to RM1,688,000 (RM5,451,000 in 2003) charged to financialinstitutions for banking facilities granted to a subsidiary company as mentioned in Note 22.

16. TRADE RECEIVABLES, OTHER RECEIVABLES AND PREPAID EXPENSESTrade receivables comprise mainly amounts receivable from customers for sales of properties developed by the Group.The credit period granted to customers ranges from 7 to 90 days (14 to 90 days in 2003).

Included in trade receivables of the Group is an amount of RM153,775,000 (RM130,575,000 in 2003) which will be settledby the debtor in accordance with the terms and conditions of the turnkey contract entered into between the Companyand the debtor.The consideration for the turnkey contract is RM180 million.The fair value of this trade receivable is notexpected to significantly differ from the value that would eventually be received.

Other receivables and prepaid expenses consist of:


RM’000 RM’000 RM’000 RM’000

Other receivables 33,314 20,435 116 21Deposits:

Joint ventureagreement 20,700 40,950 4 -

Purchase of land 3,002 - - -Purchase of new

subsidiary company (Note 33(g)) 9,000 - - -

Others 1,593 1,435 - -Prepaid expenses 3,237 259 - -Tax recoverable 328 97 60 97

71,174 63,176 180 118

B E R H A D ( 3 2 0 8 8 8 - T )56


17. AMOUNT OWING BY/(TO) CONTRACT CUSTOMERSThe Group

2004 2003RM’000 RM’000

Contract costs incurred 371,971 285,662Add:Attributable profit 68,120 53,656

440,091 339,318Less: Progress billings received and receivables (439,864) (331,401)

227 7,917

Amount owing by contract customers 1,864 8,073Amount owing to contract customers (1,637) (156)

227 7,917

Retention sum held by contract customers (included under trade receivables) 3,419 4,802

18. RELATED PARTY TRANSACTIONS AND BALANCESThe related parties of the Company and subsidiary companies and their relationship are as follows:

Related Parties Relationship

Paracorp Bhd. A company in which certain directors of the Company, Datuk Lim Siew Choon and DatinTan Kewi Yong have substantial financial interest. Datuk Lim Siew Choon is also a directorof Paracorp Bhd.

Para Engineering Sdn. Bhd. A wholly owned subsidiary company of Paracorp Bhd.

Dazun Paper Industrial Co A wholly owned subsidiary company of Paracorp Bhd.Sdn. Bhd.

Haier Electrical Appliances A company in which a director of the Company, Datin Tan Kewi Yong is a director and has(M) Sdn. Bhd. substantial indirect financial interest

Glassine Marketing Sdn. Bhd. A company in which a director of the Company, Datin Tan Kewi Yong is a director and hassubstantial financial interest

Basswinn Sales & Services A company in which a director of the Company, Datin Tan Kewi Yong is a director and hasSdn. Bhd. substantial financial interest

Damai Taktik Sdn. Bhd. A company in which the family member of a director of the Company, Datuk Lim SiewChoon has substantial financial interest

Titian Strategik (M) Sdn. Bhd. A company in which the family member of a director of the Company, Datuk Lim SiewChoon has substantial financial interest

Angora Resources Sdn. Bhd. A company in which the family member of a former director of certain subsidiarycompanies, Mr. Che King Tow has substantial financial interest

A n n u a l R e p o r t 2 0 0 457


18. RELATED PARTY TRANSACTIONS AND BALANCES (cont’d)

Related Parties Relationship

Siab (M) Sdn. Bhd. A company in which a former director of certain subsidiary companies, Mr. Che King Towis a director and has substantial financial interest

Netwest Sdn. Bhd. A company in which a director of certain subsidiary companies, Mr.Wee Beng Aun is adirector and has substantial financial interest

Significant transactions undertaken with related parties during the financial year are as follows:

The Group2004 2003

RM’000 RM’000

With related parties:

Paracorp Bhd. 439 220Rental income

Titian Strategik (M) Sdn. Bhd.Insurance premium 182 -

Damai Taktik Sdn. Bhd.Sub-contract project cost charged 155 197

Glassine Marketing Sdn. Bhd.Purchase of premium gifts 57 115

Haier Electrical Appliances (M) Sdn. Bhd.Purchase of property, plant and equipment 25 27

Basswinn Sales & Services Sdn. Bhd.Purchase of gifts and hampers 5 -

Dazun Paper Industries Co Sdn. Bhd.Sub-contract project cost charged - 2,641

Siab (M) Sdn. Bhd.Construction management fees charged - 360

Netwest Sdn. Bhd.Sub-contract project cost charged - 187

Angora Resources Sdn. Bhd.Parking rental charged - 8

With directors:

Sales of properties:Datin Tan Kewi Yong 871 -Chua Thian Teck 781 -

B E R H A D ( 3 2 0 8 8 8 - T )58


18. RELATED PARTY TRANSACTIONS AND BALANCES (cont’d)

The Company2004 2003

RM’000 RM’000

With related parties:

Para Engineering Sdn. Bhd.Purchase of motor vehicles - 200

With subsidiary companies:

Transfer of beneficial interest vested in bungalow lots from Bukit Rimau Development Sdn. Bhd. - 7,801

Management fee receivable:Bukit Rimau Development Sdn. Bhd. 1,560 -Pembinaan Gapadu Sdn. Bhd. 720 -Regal Marvel Construction Sdn. Bhd. 720 -Interpile (M) Sdn. Bhd. 720 -Gapadu Harta Sdn. Bhd. 720 -Domain Resources Sdn. Bhd. 600 -Kuala Lumpur Pavilion Sdn. Bhd. 540 -Ehsan Armada Sdn Bhd. 240 -

The Directors are of the opinion that the above transactions have been entered into in the normal course of businessand have been established under negotiated terms not materially different from those obtainable in transactions withunrelated parties.

The outstanding balances arising from the above transactions are as follows:


RM’000 RM’000 RM’000 RM’000

Receivables:Included in trade

receivables 111 4,188 - -Included in other

receivables 774 335 28 -

Payables:Included in trade

payables 596 2,157 - -Included in others

payables 266 65 - -

A n n u a l R e p o r t 2 0 0 459


19. FIXED DEPOSITS WITH LICENSED BANKSIncluded in fixed deposits with licensed banks of the Group is an amount of RM1,660,000 (RM2,837,000 in 2003)pledged/charged to financial institutions for banking facilities granted to subsidiary companies as mentioned in Note 22.

The interest rates for fixed deposits range from 2.75% to 4.0% (2.75% to 4.2% in 2003) per annum.The fixed deposits havean average maturity period of 1 to 90 days (1 to 90 days in 2003).

20. CASH AND BANK BALANCESThe Group The Company

2004 2003 2004 2003RM’000 RM’000 RM’000 RM’000

Housing DevelopmentAccounts 19,570 13,799 - -

Cash at banks 1,316 3,550 13 207

20,886 17,349 13 207

The Housing Development Accounts are maintained by the Group in accordance with Section 7(A) of the HousingDevelopers (Control and Licensing) Act, 1966.These accounts, which consist of monies received from house purchasers,are for the payment of property development expenditure incurred. The surplus monies, if any, will be released to the Group upon completion of the property development projects and after all property development expenditure have beenfully settled.

21. TRADE PAYABLES, OTHER PAYABLES AND ACCRUED EXPENSESTrade payables comprise mainly amount outstanding to contractors and consultants for property development projects.The credit period granted to the Group ranges from 30 to 120 days (30 to 120 days in 2003).

Other payables and accrued expenses are as follows:


RM’000 RM’000 RM’000 RM’000

Other payables 17,478 11,007 995 137Accrued expenses 8,158 6,520 42 19Amount owing to directors 4,788 3 - -Deposits received 2,511 2,037 - -Amount owing to a

corporate shareholder of a subsidiary company 544 - - -

33,479 19,567 1,037 156

Amount owing to directors, which arose mainly from unsecured advances, is interest-free and has no fixed terms of repayment.

Amount owing to a corporate shareholder of a subsidiary company, Paul Y. Construction Company Ltd., which arose mainlyfrom unsecured advances, is interest-free and has no fixed terms of repayment.

B E R H A D ( 3 2 0 8 8 8 - T )60


22. BANK BORROWINGS - SECUREDBank borrowings comprise the following:

The Group2004 2003

RM’000 RM’000

Revolving credits 16,177 17,057Bank overdrafts (Note 27) 55,951 8,738Long-term loans 42,620 25,353Bridging loans 4,624 824

119,372 51,972Less: Repayment due within next 12 months

(included under current liabilities) (90,701) (32,587)

Repayment due after next 12 months 28,671 19,385

The non-current portion is repayable as follows:

The Group2004 2003

RM’000 RM’000

Between 1 - 2 years 21,542 8,885Between 2 - 5 years 7,121 10,472After the next 5 years 8 28

28,671 19,385

The above borrowings, which bear interest at rates ranging from 7.5% to 8.5% (7.0% to 8.5% in 2003) per annum, aresecured against the following:

(i) Charge over the development, landed and completed properties of certain subsidiary companies as mentioned in Notes 11, 12, 13 and 15.

(ii) Joint and several guarantee by certain directors of certain subsidiary companies.

(iii) A debenture incorporating a fixed and floating charge over present and future assets of certain subsidiary companies.

(iv) Certain freehold bungalow land of a subsidiary company as mentioned in Notes 13 and 15.

(v) Fixed deposits of certain subsidiary companies as mentioned in Note 19.

23. HIRE-PURCHASE PAYABLESThe Group The Company

2004 2003 2004 2003RM’000 RM’000 RM’000 RM’000

Total outstanding 4,055 3,326 639 377Less: Interest-in-suspense

outstanding (530) (423) (70) (47)

Principal outstanding 3,525 2,903 569 330Less: Amount due within

12 months (shown under current liabilities) (1,284) (1,095) (148) (73)

Non-current portion 2,241 1,808 421 257

A n n u a l R e p o r t 2 0 0 461


23. HIRE-PURCHASE PAYABLES (cont’d)

The non-current portion is payable as follows:


RM’000 RM’000 RM’000 RM’000

Between 1 - 2 years 832 912 158 82Between 2 - 5 years 1,303 896 263 175After 5 years 106 - - -

2,241 1,808 421 257

For the financial year ended 30 June 2004, the effective interest rates of the hire-purchase payables range from 5.92% to10.91% (6.58% to 9.31% in 2003) per annum. Interest rates are fixed at the inception of the hire-purchase arrangements.

24. DEFERRED TAX LIABILITIESThe Group

2004 2003RM’000 RM’000

At beginning of year 5,745 5,735Transfer from/(to) income statements (Note 8) (186) 10

At end of year 5,559 5,745

The deferred tax liabilities are in respect of tax effects of temporary differences arising from property, plant and equipment.

As mentioned in Note 3, the tax effects of temporary differences, unused tax losses and unused tax credits which wouldgive rise to net deferred tax assets are recognised to the extent that it is probable that taxable profit will be available againstwhich the deductible temporary differences, unused tax losses and unused tax credits can be utilised.As of 30 June 2004,the amount of net deferred tax asset, calculated at current tax rate which has not been recognised in the financialstatements, is as follows:

The GroupDeferred Tax

Asset/(Liability)2004 2003

RM’000 RM’000

Tax effects of:Unabsorbed tax losses 5,690 5,738Unabsorbed capital allowances 537 494Temporary differences arising from property,

plant and equipment (24) (57)

Net deferred tax asset 6,203 6,175

The unabsorbed tax losses and capital allowances are subject to agreement with the Inland Revenue Board.

B E R H A D ( 3 2 0 8 8 8 - T )62


25. SHARE CAPITALThe Group andThe Company

2004 2003RM’000 RM’000

Authorised:Ordinary shares of RM1.00 each 1,000,000 1,000,000

Issued and fully paid:Ordinary shares of RM1.00 each 348,353 348,353

The 2002/2007 Warrants issued during the financial period ended 30 June 2002 entitle the registered holders to subscribefor one new ordinary share of RM1.00 each in the Company at an exercise price of RM1.60 per share during the five yearsexercise period commencing 26 February 2002.The exercise price of the 2002/2007 Warrants is subject to adjustment fromtime to time in accordance with the Deed Poll executed by the Company on 21 February 2002. The other main featuresof the 2002/2007 Warrants are as follows:

(a) The new shares to be issued pursuant to the exercise of the warrants shall, upon allotment and issue, rank pari passu in all respects with the existing ordinary shares of the Company in issue except that they will not be entitled to anydividends, rights, allotment or other distributions, where the entitlement date of the dividend is before the allotment and issuance of the new shares.

(b) The persons to whom the warrants have been granted have no right to participate, by virtue of the warrants, in any share issue of any other companies.

The movements in the 2002/2007 Warrants during the financial year are follows:

Number of warrants2004 2003

Warrants’000 Warrants’000

At beginning and end of year 174,176 174,176

26. RESERVESThe Group The Company

2004 2003 2004 2003RM’000 RM’000 RM’000 RM’000

Non-distributable:Share premium 255 255 255 255

Distributable:Unappropriated profit 75,530 93,247 44,973 70,892

Total 75,785 93,502 45,228 71,147

A n n u a l R e p o r t 2 0 0 463


26. RESERVES (cont’d)

Share premium

Share premium arose from the following:

The Group andThe Company

2004 2003RM’000 RM’000

Restricted issue 61,601 61,601Public issue 64,399 64,399Warrants issue 250 250

126,250 126,250Capitalisation for bonus issues (118,732) (118,732)Share issue expenses (7,263) (7,263)

255 255

Unappropriated profit

Taking into consideration the tax exempt income account as mentioned in Note 8 and based on the estimated tax creditsavailable and the prevailing tax rate applicable to dividends, the Company is able to distribute up to RM4,300,000 out of itsunappropriated profit as of 30 June 2004 by way of cash dividends without incurring any additional tax liability.Any dividendpaid in excess of this amount would result in tax liability calculated at the prevailing tax rate on the gross amount of theadditional dividend paid.

27. CASH AND CASH EQUIVALENTSCash and cash equivalents included in the cash flow statements comprise the following balance sheet amounts:


RM’000 RM’000 RM’000 RM’000

Fixed deposits with licensed banks 4,904 3,784 - -

Cash and bank balances 20,886 17,349 13 207Bank overdrafts (Note 22) (55,951) (8,738) - -

(30,161) 12,395 13 207Less: Fixed deposits

pledged to licensed banks (Note 19) (1,660) (2,837) - -

(31,821) 9,558 13 207

28. PRIOR YEARS’ ADJUSTMENTSAs mentioned in Note 3, during the financial year, the Group opted for early adoption of MASB Standard No 32, PropertyDevelopment Activities. In the previous year, the stage of completion of the property development activities is computedbased on total actual cost incurred over the estimated total cost of the said project. In accordance with MASB 32, thecomputation of the stage of completion of the property development activities is similar to that in the previous year exceptthat certain costs are excluded in the said computation.

B E R H A D ( 3 2 0 8 8 8 - T )64


28. PRIOR YEARS’ ADJUSTMENTS (cont’d)

The effects of the change is a decrease in current year’s net profit of the Group by RM5,581,000.This accounting changehas also been accounted for retrospectively and the effects on prior years have been taken up as prior years’ adjustmentsin the financial statements.Accordingly, the following accounts in prior years have been restated to reflect the effects of theaccounting change:

Aspreviously Reclassifica- Prior years’ As

reported tion * adjustments restatedThe Group RM’000 RM’000 RM’000 RM’000

Financial year ended 30 June 2003

Revenue 157,528 (3,840) (5,958) 147,730Cost of sales 101,536 (1,870) (5,351) 94,315Other operating income 8,128 551 - 8,679Selling and distribution

expenses 2,272 (70) - 2,202Administrative expenses 23,572 (101) - 23,471Finance costs 2,123 (142) - 1,981Income tax expense 12,507 (216) (170) 12,121Pre-acquisition profit 890 (890) - -Net profit for the year 23,267 - (437) 22,830

Basic earnings per ordinary share (sen) 6.68 - (0.13) 6.55

As of 30 June 2003 Deferred assets 894 (894) - -Other investments 287 (287) - -Property development - current portion 117,575 - 3,787 121,362Trade receivables 225,205 894 (6,586) 219,513Other receivables and

prepaid expenses 62,889 287 - 63,176Accrued billings - - 9,234 9,234Advance billings - - 9,214 9,214Tax liabilities 51,792 - (778) 51,014Unappropriated profit 95,248 - (2,001) 93,247

As of 30 June 2002Unappropriated profit 84,993 - (1,564) 83,429

A n n u a l R e p o r t 2 0 0 465


28. PRIOR YEARS’ ADJUSTMENTS (cont’d)

Aspreviously Reclassifica- Prior years’ As

reported tion * adjustments restatedThe Company RM’000 RM’000 RM’000 RM’000

Financial year ended 30 June 2003

Revenue 596 (596) - -Other operating income - 596 - 596

* Reclassifications made to conform with current year’s presentation.

29. SEGMENTAL REPORTINGFor management purposes, the Group is organised into the following operating divisions:

- Property development

- Construction and project management

- Property trading

- Investment holding

- Investment property

- Others

Information on the Group’s operations by geographical segments has not been provided as the Group operates principallyin Malaysia.

The inter-segment transactions were conducted at market value.

B E R H A D ( 3 2 0 8 8 8 - T )66


29.

SE

GM

EN

TAL

RE

PO

RTI

NG

(con

t’d)

Con

stru

ctio

nTh

e G

roup

Pro

pert

yan

d P

roje

ctP

rope

rty

Inve

stm

ent

Inve

stm

ent

2004

Dev

elop

men

tM

anag

emen

tTr

adin

gH

oldi

ngP

rope

rty

Oth

ers

Elim

inat

ions

Con

solid

ated

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

Rev

enue

Exte

rnal

sal

es10

1,16

158

,812

4,82

349

569

323

-16

6,00

7In

ter-s

egm

ent s

ales

-42

,900

-5,

325

--

(48,

225)

-

101,

161

101,

712

4,82

35,

820

693

23(4

8,22

5)16

6,00

7

Res

ults

Segm

ent r

esul

ts10

,876

8,50

6(1

,476

)(8

05)

(1,1

91)

(329

)(7

41)

14,8

40

Prof

it be

fore

tax

14,8

40In

com

e ta

x ex

pens

e(6

,792

)

Prof

it af

ter

tax

8,04

8M

inor

ity in

tere

sts

(684

)

Net

pro

fit fo

r th

e ye

ar7,

364

Ass

ets

Segm

ent a

sset

s41

4,67

134

8,79

067

,175

261,

459

339,

669

21,8

85(7

36,0

03)

717,

646

Una

lloca

ted

asse

ts-

--

--

--

328

717,

974

Liab

ilitie

sSe

gmen

t lia

bilit

ies

240,

065

258,

931

55,8

7179

,613

316,

802

12,3

84(7

34,8

50)

228,

816

Una

lloca

ted

liabi

litie

s-

--

--

--

59,1

57

287,

973

Oth

er in

form

atio

nC

apita

l exp

endi

ture

8,69

461

7-

400

3-

-9,

714

Dep

reci

atio

n of

pr

oper

ty,p

lant

and

equ

ipm

ent

847

1,19

2-

132

367

279

(12)

2,80

5N

on-c

ash

expe

nses

oth

er

than

dep

reci

atio

n5

7-

-10

7-

-11

9

A n n u a l R e p o r t 2 0 0 467


29.

SE

GM

EN

TAL

RE

PO

RTI

NG

(con

t’d)

Con

stru

ctio

nTh

e G

roup

Pro

pert

yan

d P

roje

ctP

rope

rty

Inve

stm

ent

Inve

stm

ent

2003

Dev

elop

men

tM

anag

emen

tTr

adin

gH

oldi

ngP

rope

rty

Oth

ers

Elim

inat

ions

Con

solid

ated

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

RM

’000

Rev

enue

Exte

rnal

sal

es74

,263

28,0

1844

,596

-83

815

-14

7,73

0In

ter-s

egm

ent s

ales

9,72

711

,366

--

--

(21,

093)

-

83,9

9039

,384

44,5

96-

838

15(2

1,09

3)14

7,73

0

Res

ults

Segm

ent r

esul

ts19

,922

762

13,6

8715

636

9(5

49)

9334

,440

Prof

it be

fore

tax

34,4

40In

com

e ta

x ex

pens

e(1

2,12

1)

Prof

it af

ter

tax

22,3

19M

inor

ity in

tere

sts

511

Net

pro

fit fo

r th

e ye

ar22

,830

Ass

ets

Segm

ent a

sset

s37

1,04

722

5,49

443

,144

235,

950

317,

986

22,0

95(5

82,8

07)

632,

909

Una

lloca

ted

asse

ts-

--

--

--

97

633,

006

Liab

ilitie

sSe

gmen

t lia

bilit

ies

234,

162

144,

799

-27

,662

293,

198

12,5

21(5

82,3

90)

129,

952

Una

lloca

ted

liabi

litie

s-

--

--

--

56,7

59

186,

711

Oth

er in

form

atio

nC

apita

l exp

endi

ture

1,38

62,

427

-39

813

,321

--

17,5

32D

epre

ciat

ion

of

prop

erty

,pla

nt a

nd

equi

pmen

t63

01,

113

-10

343

278

(36)

2,33

8N

on-c

ash

expe

nses

ot

her

than

depr

ecia

tion

12-

--

--

-12

B E R H A D ( 3 2 0 8 8 8 - T )68


30. FINANCIAL INSTRUMENTSFinancial Risk Management Objectives and Policies

The operations of the Group are subject to a variety of financial risks, including interest rate risk, credit risk, liquidity riskand cash flow risk.The Group has taken measures to minimise the Group’s exposure to risks and/or costs associated withthe financing, investing and operating activities of the Group.

(i) Interest rate risk

The Group is exposed to interest rate risk through the impact of rate changes on interest bearing bank borrowingsand hire-purchase payables. Interest rates of hire-purchase are fixed at the inception of the hire-purchase arrangement.Interest rates of bank borrowings and hire-purchase payables are disclosed in Notes 22 and 23, respectively.

(ii) Credit risk

The Group is exposed to credit risk mainly from trade and other receivables. The Group extends credit to itscustomers based upon careful evaluation of the customer’s financial condition and credit history.

Concentrations of credit risk exist when changes in economic, industry or geographical factors similarly affect groupof counterparties whose aggregate credit exposure is significant in relation to the Group’s total credit exposure.As of 30 June 2004, a substantial portion of the receivables of the Group consists of amount outstanding from a fewmajor customers, namely TPPT Sdn. Bhd., Urusharta Cemerlang Sdn. Bhd. and Urusharta Cemerlang PropertyManagement Sdn. Bhd..

(iii) Liquidity risk

The Group practises prudent liquidity risk management to minimise the mismatch of financial assets and liabilities andto maintain sufficient credit facilities for contingent funding requirement of working capital.

(iv) Cash flow risk

The Group reviews its cash flow position regularly to manage its exposure to fluctuations in future cash flowsassociated with its monetary financial instruments.

Financial Assets

The principal financial assets of the Group are cash and bank balances, fixed deposits with licensed banks, trade andother receivables.

The principal financial assets of the Company are cash and bank balances, other receivables and amount owing bysubsidiary companies.

The accounting policies applicable to the major financial assets are disclosed in Note 3.

Financial Liabilities and Equity Instruments

Debts and equity instruments are classified as either liabilities or equity in accordance with the substance of thecontractual arrangement.

Significant financial liabilities of the Group include trade and other payables, bank borrowings and hire-purchasepayables, which are stated at their nominal values.

Significant financial liabilities of the Company include other payables, amount owing to subsidiary companies and hire-purchase payables, which are stated at their nominal values.

Bank borrowings are recorded at the proceeds received net of direct issue costs. Finance charges are accounted foron accrual basis.

A n n u a l R e p o r t 2 0 0 469


30. FINANCIAL INSTRUMENTS (cont’d)

Fair Values of Financial Assets and Financial Liabilities

The carrying amounts and the estimated fair values of the financial instruments of the Group and of the Company asof 30 June 2004 approximate their fair values because of the short maturity period for these instruments except forthe following:

2004 2003Carrying Fair Carrying Fair

Note amount value amount valueRM’000 RM’000 RM’000 RM’000

Financial Liabilities:

The GroupLong-term loans 22 42,620 41,667 25,353 24,710Hire-purchase payables 23 3,525 3,489 2,903 2,763

The CompanyHire-purchase payables 23 569 490 330 330

Long-term loans and hire-purchase payables

The fair values of long-term loans and hire-purchase payables are estimated using discounted cash flow analysis basedon current borrowing/financing rates for similar types of borrowing/financing arrangements.

Amount owing by/(to) subsidiary companies

Amount owing by/(to) subsidiary companies as disclosed in Note 14 are substantially without definite terms and assuch, it is not practical to determine the fair value of these balances with sufficient reliability.

31. CONTINGENT LIABILITIES - UNSECUREDAs of 30 June 2004, the Company has the following contingent liabilities:

The Company2004 2003

RM’000 RM’000

Corporate guarantee given to financial institutions for credit facilities granted to subsidiary companies 143,636 46,869

Corporate guarantee given to suppliers of subsidiary companies 1,146 305

144,782 47,174

B E R H A D ( 3 2 0 8 8 8 - T )70


32. COMMITMENTSAs of 30 June 2004, the Group has the following commitments in respect of:

The Group2004 2003

RM’000 RM’000

Purchase of land:Approved and contracted for 56,600 -Approved but not contracted for - 15,244

56,600 15,244Acquisition of new subsidiary company (Note 33(g)):

Approved and contracted for 25,000 -

81,600 15,244

33. SIGNIFICANT CORPORATE EVENTS(a) On 3 September 2003, Khuan Choo Development Sdn. Bhd., a wholly owned subsidiary company, entered into a sale

and purchase agreement with Vital Deals Sdn. Bhd. to acquire a parcel of commercial office lot measuring 12,989square feet for a purchase consideration of RM6.5 million. The said lot, described as Unit 15.01, is located at 15thFloor, Menara Uni.Asia, No. 1008, Jalan Sultan Ismail, 50250 Kuala Lumpur.The said acquisition has been completedduring the year.

(b) On 15 September 2003, Rentak Sejati Sdn. Bhd. (“RJ”), a wholly owned subsidiary company, and Kerjaya Bakti Sdn.Bhd., a company incorporated in Malaysia, have mutually agreed to discharge the joint venture agreement dated 26June 2002 for the proposed development of a piece of land measuring approximately 17.41 acres in Ara DamansaraDalam, Sungai Buloh.The deposit of RM9,950,000 arising from the joint venture agreement has been refunded to RJduring the financial year.

(c) On 6 January 2004, the Company acquired the entire equity interest in Domain-Paul Y. Sdn. Bhd. (“DPY”) (formerlyknown as Gapadu Corporation Sdn. Bhd.) for a cash consideration of RM2. Subsequently, the Company transferredits entire equity interest in DPY to Domain Resources Sdn. Bhd. (“DRSB”), a wholly owned subsidiary company. On13 January 2004, DRSB and Paul Y. Construction Company Limited (“PYCCL”) subscribed for a total of 999,998 newordinary shares of RM1 each in DPY. Upon completion of the said subscription, DRSB’s and PYCCL’s equity interestin DPY becomes 51% and 49% respectively.

(d) On 27 February 2004, the Company announced its proposal to implement an Employees’ Share Option Scheme(“ESOS”) of up to 15% of the issued and paid-up share capital of the Company.The proposed ESOS, which has beenapproved by Bursa Malaysia Securities Berhad on 9 June 2004, is subject to the approval of the shareholders.As at theend of the financial year, the ESOS has not been implemented.

(e) On 2 March 2004, Kuala Lumpur Pavilion Sdn. Bhd. (“KLPSB”), a wholly owned subsidiary company and UrushartaCemerlang Sdn. Bhd. have mutually agreed to terminate the joint venture agreement previously entered into for theproposed development of a piece of land located in Kuala Lumpur. Under the terms and conditions of the terminationagreement, KLPSB has been appointed as the manager for the said development while DPY has been appointed toundertake the construction of the development.

A n n u a l R e p o r t 2 0 0 471


33. SIGNIFICANT CORPORATE EVENTS (cont’d)

(f) On 5 December 2003, the Company announced a proposal to undertake a private placement of up to 10% of theenlarged issued and paid-up share capital of the Company. The private placement was approved by the SecuritiesCommission and Foreign Investment Committee on 19 March 2004 as well as Bursa Malaysia Securities Berhad on 12April 2004. An approval for extension of time to implement the proposal up to 18 March 2005 has been obtainedfrom the Securities Commission on 17 September 2004.

(g) On 5 November 2003, Bukit Rimau Development Sdn Bhd (“BRDSB”), a wholly owned subsidiary company, enteredinto a sale and purchase agreement (“SPA”) to acquire the entire equity interest in Nasa Land Sdn Bhd (“NLSB”), acompany incorporated in Malaysia.The total consideration for the acquisition of NLSB is RM34,000,000, consisting ofRM7,000,000 for the 100% equity interest in NLSB and the remaining balance of the consideration is for thesettlement of liabilities and obligations of NLSB. NLSB has previously entered into a Development Rights Agreementwith Johor Corporation to develop a piece of freehold land measuring approximately 280 acres in Johor Bahru, Johor.The acquisition of NLSB was completed on 17 September 2004.

However, BRDSB disposed of its entire equity interest in NLSB to a third party for a consideration of RM7,600,000on 22 October 2004.The said disposal is expected to give rise to a gain on disposal of approximately RM530,000 tothe Group. BRDSB had as of 30 September 2004 incurred and advanced to NLSB a sum of RM12,186,451, which thepurchaser shall refund in accordance with the terms of the SPA between BRDSB and the purchaser.

B E R H A D ( 3 2 0 8 8 8 - T )72

The directors of MALTON BERHAD state that, in their opinion, the accompanying balance sheets and statements of income,cash flows and changes in equity are drawn up in accordance with the provisions of the Companies Act, 1965 and the applicableapproved accounting standards in Malaysia so as to give a true and fair view of the state of affairs of the Group and of theCompany as of 30 June 2004 and of the results of their businesses and the cash flows of the Group and of the Company for theyear ended on that date.

Signed in accordance witha resolution of the Directors,

__________________________________ LEE TUCK FOOK

____________________________________ CHUA THIAN TECK

Kuala Lumpur,28 October 2004

STATEMENT BY DIRECTORS

I, CHUA THIAN TECK, the director primarily responsible for the financial management of MALTON BERHAD, do solemnly andsincerely declare that the accompanying balance sheets and statements of income, cash flows and changes in equity, are, in myopinion, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisionsof the Statutory Declarations Act, 1960.

____________________________________ Before me,

____________________________________ COMMISSIONER FOR OATHS

DECLARATION BY THE DIRECTOR PRIMARILY RESPONSIBLE FOR THE FINANCIAL MANAGEMENT OF THE COMPANY

Subscribed and solemnly declared bythe abovenamed CHUA THIAN TECK at KUALA LUMPUR this 28th day ofOctober 2004.

A n n u a l R e p o r t 2 0 0 473

PARTICULARS OF PROPERTIESas at 30 June 2004

The

land

ed p

rope

rtie

s ow

ned

by th

e M

alto

n G

roup

are

set

out

bel

ow:-

No

Loca

tion

Des

crip

tion

ofE

xist

ing

use

Land

are

aB

uilt-

upTe

nure

/A

ppro

xim

ate

Net

Boo

kD

ate

ofP

rope

rty

(acr

es)

area

Exp

iry

Dat

eag

e of

bui

ldin

gVa

lue

/ Cos

tva

luat

ion

/(s

q.ft

.)(y

ears

)(R

M)

acqu

isiti

on

1.P.T

.No.

8668

,D

evel

opm

ent l

and

Mix

ed d

evel

opm

ent

8.29

8N

/ALe

aseh

old

/ N

/A7,

544,

453

26.0

1.20

01H

S(D

) 423

06,M

ukim

unde

r co

nstr

uctio

n co

mpr

ising

expi

ring

on(v

alua

tion)

Batu

Ber

enda

m,D

aera

h

2-st

orey

link

04

.11.

2098

Mel

aka T

enga

h,M

elak

aho

uses

and

apa

rtm

ents

.

2.P.T

.102

3,H

S(D

)A

gric

ultu

ral

Prop

osed

mix

ed1,

003.

6N

/ALe

aseh

old

/ N

/A20

,965

,986

01.0

3.20

0125

68,M

ukim

Sun

gkai

,Dae

rah

(est

ate)

land

deve

lopm

ent c

ompr

ising

ex

pirin

g on

(val

uatio

n)Ba

tang

Pad

ang,

Pera

kof

luxu

rious

hom

este

ad12

.05.

2095

bung

alow

s an

d ch

alet

s.

3.C

.T.9

616,

Dev

elop

men

t lan

dSh

oppi

ng3.

4N

/AFr

eeho

ldN

/A7,

797,

031

26.0

1.20

01Lo

t No.

1875

,Muk

im P

etal

ing,

unde

r co

nstr

uctio

nC

ente

r(a

cqui

sitio

n)D

aera

h Ku

ala

Lum

pur,

Neg

eri S

elan

gor

4.H

S(D

) 808

& 8

09,

Dev

elop

men

t lan

dPr

opos

ed m

ixed

108.

49N

/ALe

aseh

old

/N

/A5,

084,

000

27.0

7.20

02

Lot 1

9 &

20,

deve

lopm

ent

expi

ring

on

(acq

uisit

ion)

Muk

im o

f Hul

u15

.09.

2061

Tere

ngga

nu

5.G

eran

364

09,L

ot N

o.37

83,

Dev

elop

men

tPr

opos

ed m

ixed

73.2

4N

/AFr

eeho

ldN

/A37

,126

,841

26.0

1.20

01M

ukim

and

Dae

rah

land

und

erde

velo

pmen

t com

prisi

ng(v

alua

tion)

Kla

ng,S

elan

gor

co

nstr

uctio

nbu

ngal

ows,

link

hous

es,t

own

villa

s,se

mi-d

etac

hed

hous

es,

cond

omin

ium

s an

d co

mm

erci

al d

evel

opm

ent

B E R H A D ( 3 2 0 8 8 8 - T )74

Particulars Of Propertiesas at 30 June 2004 (cont’d)

No

Loca

tion

Des

crip

tion

ofE

xist

ing

use

Land

are

aB

uilt-

upTe

nure

/A

ppro

xim

ate

Net

Boo

kD

ate

ofP

rope

rty

(acr

es)

area

Exp

iry

Dat

eag

e of

bui

ldin

gVa

lue

/ Cos

tva

luat

ion

/(s

q.ft

.)(y

ears

)(R

M)

acqu

isiti

on

6.G

eran

No.

2744

0A

gric

ultu

ral l

and

Prop

osed

mix

ed19

.24

N/A

Free

hold

N/A

10,0

60,0

0019

.06.

2003

Lot 1

656

Muk

im C

hera

s,de

velo

pmen

t(a

cqui

sitio

n)D

istric

t of U

lu L

anga

tSe

lang

or

7.PT

Nos

111

74,1

1175

,D

evel

opm

ent

Prop

osed

mix

ed7.

73N

/AFr

eeho

ldN

/A18

,500

,000

30.0

9.20

0211

176

and

1111

7 H

SDla

nd u

nder

deve

lopm

ent

(acq

uisit

ion)

Nos

310

2,31

03,3

104

cons

truc

tion

and

3105

res

pect

ively

in

Muk

im o

f Sun

gai B

uloh

,D

aera

h Pe

talin

g,Se

lang

or D

arul

Ehs

an.

8.H

.S (D

) 160

841,

PT2,

Indu

stria

l lan

dIn

dust

rial

2.54

N/A

Leas

ehol

d /

N/A

3,87

0,00

024

.06.

2002

Peka

n Ba

ru S

uban

g,ex

pirin

g on

(acq

uisit

ion)

Dist

rict o

f Pet

alin

g04

.02.

2101

9.H

.S (D

) 176

205,

PT44

561

Indu

stria

l lan

dIn

dust

rial

12.0

N/A

Leas

ehol

d /

N/A

15,6

81,6

0024

.06.

2002

Peka

n Ba

ru S

uban

g,ex

pirin

g on

(acq

uisit

ion)

Dist

rict o

f Pet

alin

g 02

.10.

2101

10.

H.S

(D) 4

8952

PT

No.

5159

,D

evel

opm

ent

Prop

osed

mix

ed64

.82

N/A

Leas

ehol

d /

N/A

32,3

05,3

5031

.10.

2002

Muk

im P

etal

ing,

land

und

erde

velo

pmen

tex

pirin

g on

(acq

uisit

ion)

Dae

rah

Peta

ling

Sela

ngor

cons

truc

tion

11.1

2.20

89

11.

4th

Floo

r,Wism

a D

omai

n,O

ffice

/War

ehou

seIn

vest

men

tN

/A22

,152

Leas

ehol

d /

64,

561,

741

28.0

2.20

01N

o.18

A,S

ectio

n 51

A/2

23,

expi

ring

on

(val

uatio

n)46

100

Peta

ling

Jaya,

Sela

ngor

08

.09.

2067

A n n u a l R e p o r t 2 0 0 475

Particulars Of Propertiesas at 30 June 2004 (cont’d)

No

Loca

tion

Des

crip

tion

ofE

xist

ing

use

Land

are

aB

uilt-

upTe

nure

/A

ppro

xim

ate

Net

Boo

kD

ate

ofP

rope

rty

(acr

es)

area

Exp

iry

Dat

eag

e of

bui

ldin

gVa

lue

/ Cos

tva

luat

ion

/(s

q.ft

.)(y

ears

)(R

M)

acqu

isiti

on

12.

15th

Flo

or,

Offi

ceO

ffice

N/A

12,9

89Le

aseh

old

/3

6,44

8,87

703

.09.

2003

Men

ara

Uni

.Asia

,ex

pirin

g on

(acq

uisit

ion)

1008

Jala

n Su

ltan

Ismai

l,06

.02.

2078

Kual

a Lu

mpu

r

13.

21st

& 2

2nd

Floo

r,O

ffice

Offi

ceN

/A21

,673

Leas

ehol

d /

312

,760

,599

02.0

8.20

02 a

ndBa

ngun

an U

ni.A

sia,

expi

ring

on

05.0

7.20

0210

08 Ja

lan

Sulta

n Ism

ail,

06.0

2.20

78(a

cqui

sitio

n)Ku

ala

Lum

pur

14.

Mez

zani

ne F

loor

,O

ffice

Offi

ceN

/A7,

631.

62Fr

eeho

ld20

4,35

2,18

701

.03.

2001

Bang

unan

ING

,(v

alua

tion)

Jala

n Ra

ja C

hula

n,Ku

ala

Lum

pur

15.

Ger

an 3

4270

,Lot

520

05,

10 u

nits

of

Inve

stm

ent

0.37

30,1

50^

Free

hold

413

,469

,948

01.0

3.20

01M

ukim

and

Dae

rah

3-be

droo

m(v

alua

tion)

Kual

a Lu

mpu

r co

ndom

iniu

ms

16.

Uni

t 2-1

11A

,2nd

Flo

or,

Reta

il lo

tRe

tail

N/A

462

Leas

ehol

d /

530

2,66

201

.12.

1996

En

dah

Para

de S

hopp

ing

Mal

l,ex

pirin

g on

(a

cqui

sitio

n)Bu

kit J

alil,

Kual

a Lu

mpu

r19

.02.

2083

^N

ett b

uilt-

up a

rea

for

all 1

0 un

its w

ithou

t the

com

mon

are

a

B E R H A D ( 3 2 0 8 8 8 - T )76

STATEMENT OF SHAREHOLDERSas at 27 October 2004Authorised Share Capital : RM1,000,000,000 divided into 1,000,000,000

Ordinary Shares of RM1.00 each

Issued and Fully Paid-Up Share Capital : RM348,352,928 divided into 348,352,928 Ordinary Shares of RM1.00 each

Class of Shares : Ordinary Shares of RM1.00 each

Voting Rights : One Vote per Ordinary Share

ANALYSIS BY SIZE OF SHAREHOLDINGS AS AT 27 OCTOBER 2004Size of Shareholdings No of Holders Total Holdings %

Less than 100 6 210 #100 to 1,000 3,635 3,618,500 1.041,001 to 10,000 3,239 12,965,890 3.7210,001 to 100,000 566 17,712,400 5.08100,001 to less than 17,417,646* 157 192,141,000 55.1617,417,646* and above 1 121,914,928 35.00

7,604 348,352,928 100.00

# Negligible* 5% of the Issued and Paid-Up Share Capital

LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 27 OCTOBER 2004Names Total Holdings %

Malton Corporation Sdn Bhd 132,064,428 37.90Employees Provident Fund Board 27,114,900 7.78

DIRECT AND DEEMED INTEREST OF DIRECTORS IN THE ORDINARY SHARES OF MALTONBERHAD AS AT 27 OCTOBER 2004

Direct Interest Deemed InterestNo of Shares % No of Shares %

Datuk Lim Siew Choon - - 132,064,428 37.90Guido Paul Philip Joseph Ravelli - - - -Datin Tan Kewi Yong - - - -Lee Tuck Fook - - - -Chua Thian Teck - - - -Liew Yuet Siong - - - -Hj Ahmad bin Hj Ismail, PJK - - - -

A n n u a l R e p o r t 2 0 0 477

THIRTY LARGEST SECURITIES ACCOUNT HOLDERS AS AT 27 OCTOBER 2004Names Shareholdings %

1. UOBM Nominees (Tempatan) Sdn Bhd 121,914,928 35.00(UOB Labuan for Malton Corporation Sdn Bhd)

2. Employees Provident Fund Board 17,321,500 4.97

3. EB Nominees (Tempatan) Sdn Bhd 17,069,000 4.90(Datuk Manan Bin Md Said)

4. Malaysian Assurance Alliance Berhad 12,000,000 3.44

5. UOBM Nominees (Tempatan) Sdn Bhd 10,464,000 3.00(UOB Labuan for Teras Layar Sdn Bhd)


7. Uni.Asia General Insurance Berhad 10,000,000 2.87

8. Permodalan Nasional Berhad 9,878,100 2.84

9. Lembaga Tabung Angkatan Tentera 6,948,000 1.99

10. AllianceGroup Nominees (Tempatan) Sdn Bhd 6,839,400 1.96(PHEIM Asset Management Sdn Bhd for Employees Provident Fund Board)

11. Malaysia National Insurance Berhad 5,002,000 1.44


13. Yeoh Kean Hua 3,480,000 1.00

14. Eastern Pacific Industrial Corporation Berhad 3,125,000 0.90

15. UOBM Nominees (Tempatan) Sdn Bhd 3,037,000 0.87(UOB Labuan for Radius Elit Sdn Bhd)

16. Tay Kim Pong 3,000,000 0.86

17. Universal Trustee (Malaysia) Berhad 3,000,000 0.86(CMS Premier Fund)

18. RC Nominees (Tempatan) Sdn Bhd 3,000,000 0.86(EON Finance Berhad for Noziah Binti Osman)

Statement Of Shareholdersas at 27 October 2004 (cont’d)

B E R H A D ( 3 2 0 8 8 8 - T )78

THIRTY LARGEST SECURITIES ACCOUNT HOLDERS AS AT 27 OCTOBER 2004 (cont’d)

Names Shareholdings %

19. HSBC Nominees (Tempatan) Sdn Bhd 2,400,000 0.69(HSBC (M) Trustee Berhad for Amanah Saham Sarawak)

20. Amanah Raya Nominees (Tempatan) Sdn Bhd 2,253,900 0.65(Amanah Saham Wawasan 2020 - Permodalan Nasional Berhad)

21. Cimsec Nominees (Tempatan) Sdn Bhd 1,954,000 0.56(Commerce Asset Fund Managers Sdn Bhd for Employees Provident Fund Board)

22. Mayban Nominees (Tempatan) Sdn Bhd 1,911,000 0.55(Mayban Trustees Berhad for Future Goals Fund)

23. SJ Securities Nominees (Tempatan) Sdn Bhd 1,869,000 0.54(EON Finance Berhad for Zaheera Binti Ahmad)

24. Tan Sze Keng 1,756,000 0.50

25. MIDF Sisma Nominees (Tempatan) Sdn Bhd 1,747,000 0.50(EON Finance Berhad for Shalina Binti Azman)

26. Tay Kim Pong 1,665,400 0.48

27. A. Shukor Bin S.A Karim 1,300,000 0.37

28. CN Tang Holdings Sdn Bhd 1,100,000 0.32

29. Citicorp Nominees (Tempatan) Sdn Bhd 1,050,000 0.30(Dato’ Noor Azman @ Noor Hizam Bin Mohd Nurdin)

30. Ghazali Bin Mohd 1,000,000 0.29

Statement Of Shareholdersas at 27 October 2004 (cont’d)

A n n u a l R e p o r t 2 0 0 479

STATEMENT OF WARRANTHOLDERSas at 27 October 2004

No of Warrants : 174,176,464

Exercise Price : RM1.60

Exercise Period : 26 February 2002 to 25 February 2007

Exercise Rights : Each warrant entitles the holder(s) to subscribe for one (1) Ordinary Share of RM1.00 each in the Company at any time during the Exercise Period

ANALYSIS BY SIZE OF WARRANTHOLDINGS AS AT 27 OCTOBER 2004Size of Shareholdings No of Holders Total Holdings %

Less than 100 5 216 #100 to 1,000 3,879 2,492,484 1.431,001 to 10,000 1,390 7,416,500 4.2610,001 to 100,000 679 23,471,400 13.47100,001 to less than 8,708,823* 142 79,838,400 45.848,708,823* and above 1 60,957,464 35.00

6,096 174,176,464 100.00

# Negligible* 5% of Warrants

THIRTY LARGEST SECURITIES ACCOUNT HOLDERS AS AT 27 OCTOBER 2004Names Warrantholdings %


2. EB Nominees (Tempatan) Sdn Bhd 8,534,500 4.90(Datuk Manan Bin Md Said)


4. UOBM Nominees (Tempatan) Sdn Bhd 5,232,000 3.00(UOB Labuan for Teras Layar Sdn Bhd)


6. Uni.Asia General Insurance Berhad 4,000,000 2.30

7. Employees Provident Fund Board 3,223,050 1.85

8. AllianceGroup Nominees (Tempatan) Sdn Bhd 2,036,300 1.17(PHEIM Asset Management Sdn Bhd for Employees Provident Fund Board)

B E R H A D ( 3 2 0 8 8 8 - T )80

Statement Of Warrantholdersas at 27 October 2004 (cont’d)

THIRTY LARGEST SECURITIES ACCOUNT HOLDERS AS AT 27 OCTOBER 2004 (cont’d)

Names Warrantholdings %

9. UOBM Nominees (Tempatan) Sdn Bhd 1,745,000 1.00(UOB Labuan for Radius Elit Sdn Bhd)

10. Eastern Pacific Industrial Corporation Berhad 1,562,500 0.90

11. Universal Trustee (Malaysia) Berhad 1,500,000 0.86(CMS Premier Fund)

12. MIDF Sisma Nominees (Tempatan) Sdn Bhd 1,500,000 0.86(EON Finance Berhad for Shalina Binti Azman)

13. RC Nominees (Tempatan) Sdn Bhd 1,500,000 0.86(EON Finance Berhad for Noziah Binti Osman)

14. Cia Ching Eiu 1,114,200 0.64

15. Chen Swee Ning 1,020,000 0.59

16. Chua Eng Ho Wa’a @ Chua Eng Wah 1,000,000 0.57

17. Tan Sze Keng 1,000,000 0.57

18. United Overseas Nominees (Tempatan) Sdn Bhd 960,000 0.55(Sushil Kaur A/P Dulla Singh)

19. Affin Nominees (Tempatan) Sdn Bhd 896,100 0.51(Tan Kam @ Tan Kang Hai)

20. TA Nominees (Tempatan) Sdn Bhd 801,500 0.46(Chua Eng Ho Wa’a @ Chua Eng Wah)

21. A. Shukor S.A Karim 750,000 0.43

22. Lau Wai Fong 700,000 0.40

23. Hoon Eel An 692,000 0.40

24. Ong Chye Seng 669,000 0.38

25. Ghazali Bin Mohd 500,000 0.29

26. Dato’ Mohd Saleh Bin Che Sulong 500,000 0.29

27. Shahar Bin Abd Karim 500,000 0.29

28. Abdullah Bin Ayub 500,000 0.29

29. Cergas Utara (Langkawi) Sdn Bhd 500,000 0.29

30. Mayban Nominees (Tempatan) Sdn Bhd 473,800 0.27(Kuan Kean Kee)

A n n u a l R e p o r t 2 0 0 481

NOTICE IS HEREBY GIVEN that the Ninth Annual General Meeting ofMALTON BERHAD will be held at Bukit Kiara Equestrian & Country Club,Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Monday,13 December 2004 at 10.00 a.m. for the following purposes:-

AGENDAORDINARY BUSINESS

1. To receive and adopt the Financial Statements of the Company for the year ended 30 June 2004together with the Directors’ Report and Report of the Auditors thereon.

2. To approve the directors’ fees of RM48,000 for the year ended 30 June 2004.

3. To re-elect Guido Paul Philip Joseph Ravelli who retires pursuant to Article 100 of the Company’sArticles of Association.

4. To re-elect Chua Thian Teck who retires pursuant to Article 100 of the Company’s Articles ofAssociation.

5. To re-elect Liew Yuet Siong who retires pursuant to Article 103 of the Company’s Articles ofAssociation.

6. To re-appoint Messrs. Deloitte & Touche as Auditors of the Company for the ensuing year and toauthorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS

7. Authority for Directors to issue shares pursuant to Section 132D of the Companies Act, 1965.

To consider and if thought fit, to pass the following Ordinary Resolution:-

“THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company andthe approvals of the relevant governmental and/ or regulatory authorities, the Directors be and arehereby empowered, pursuant to Section 132D of the Companies Act, 1965, to issue shares in theCompany from time to time and upon such terms and conditions and for such purposes as theDirectors may deem fit provided that the aggregate number of shares issued pursuant to thisResolution in any one financial year does not exceed 10% of the issued share capital of the Companyfor the time being and that such authority shall continue in force until the conclusion of the nextAnnual General Meeting of the Company.”

Ordinary Resolution 1







NOTICE OF ANNUAL GENERAL MEETING

B E R H A D ( 3 2 0 8 8 8 - T )82

Notice Of Annual General Meeting (cont’d)

BY ORDER OF THE BOARD

HOR SHIOW JEICompany Secretary

Kuala LumpurDated: 19 November 2004

Notes:1. A member of the Company entitled to attend and vote, is entitled to appoint a proxy (or in the case of a corporation, to appoint a

representative) to attend and vote in his stead.

2. The proxy form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executedunder its common seal or attorney duly authorised in that behalf.

3. All proxies must be deposited at the Registered Office at 22nd Floor, Menara Uni.Asia, No. 1008, Jalan Sultan Ismail, 50250 KualaLumpur not less than forty-eight (48) hours before the time appointed for holding the meeting.

EXPLANATORY NOTES ON SPECIAL BUSINESS

ORDINARY RESOLUTION 7

The Ordinary Resolution is proposed pursuant to Section 132D of the Companies Act, 1965, and if passed, will primarily giveflexibility to the Board of Directors to issue and allot shares at any time in their absolute discretion without convening a generalmeeting. This authority will expire at the conclusion of the next Annual General Meeting of the Company.

A n n u a l R e p o r t 2 0 0 483

Pursuant to Paragraph 8.28 (2) of the Listing Requirements of Bursa Malaysia Securities Berhad

1. Directors who are standing for re-election are as follows:-

a. Guido Paul Philip Joseph Ravelli pursuant to Article 100 of the Company’s Articles of Association

b. Chua Thian Teck pursuant to Article 100 of the Company’s Articles of Association

c. Liew Yuet Siong pursuant to Article 103 of the Company’s Articles of Association

2. Particulars and Attendance at Board Meetings of the Directors standing for re-election are set out on pages 5 to 7.

3. Details of the Annual General Meeting are as follows:-

Date : 13 December 2004

Time : 10.00 a.m

Venue : Bukit Kiara Equestrian & Country ClubJalan Bukit Kiara, Off Jalan Damansara60000 Kuala Lumpur

STATEMENT ACCOMPANYINGNotice Of Annual General Meeting

B E R H A D ( 3 2 0 8 8 8 - T )84

This page has been intentionally left blank.

NOTES

A n n u a l R e p o r t 2 0 0 485

(full name in BLOCK)

(address)

(address)

(address)



I/We ___________________________________________________________________________________________________

NRIC No/Company No_______________________________ of __________________________________________________

___________________________________________________Tel No ______________________________________________

being a member of Malton Berhad holding ___________________ Ordinary Shares of RM1.00 each, hereby appoint ________

_______________________________________________________________________________________________________

NRIC No/Company No _____________________ holding _______________Ordinary Shares of RM1.00 each of __________

_______________________________________________________________________________________________________

or failing him/her, ________________________________________________________________________________________

NRIC No/Company No_______________________ holding _______________ Ordinary Shares of RM1.00 each of ________

_______________________________________________________________________________________________________

_______________________________________________________________________________________________________as my/our proxy to vote for me/us on my/our behalf at the Ninth Annual General Meeting of the Company to be held onMonday, 13 December 2004 at 10.00 a.m and at any adjournment thereof and to vote as indicated below.

RESOLUTION For Against

Ordinary Resolution 1 To receive and adopt the Financial Statements of the Companyfor the year ended 30 June 2004 together with the Directors’Report and Report of the Auditors thereon.

Ordinary Resolution 2 To approve the directors’ fees of RM48,000 for the year ended30 June 2004.

Ordinary Resolution 3 To re-elect Guido Paul Philip Joseph Ravelli who retires pursuantto Article 100 of the Company’s Articles of Association.

Ordinary Resolution 4 To re-elect Chua Thian Teck who retires pursuant to Article 100of the Company’s Articles of Association.

Ordinary Resolution 5 To re-elect Liew Yuet Siong who retires pursuant to Article 103of the Company’s Articles of Association.

Ordinary Resolution 6 To re-appoint Messrs. Deloitte & Touche as Auditors of theCompany for the ensuing year and to authorise the Directors tofix their remuneration.

Ordinary Resolution 7 Authority for Directors to issue shares pursuant to Section132D of the Companies Act, 1965.

Please indicate with an ‘X’ in the respective box of the resolution. Unless voting instructions are indicated in the space above, the proxy will abstain from votingas he/she thinks fit.

__________________________________Signature of memberDate:

Notes:1. A member of the Company entitled to attend and vote, is entitled to appoint a proxy (or in the case of a corporation, to appoint a representative) to attend and vote

in his stead.2. The proxy form must be signed by the appointor or his attorney duly authorised in writing or in the case of a corporation, executed under its common seal or attorney

duly authorised in that behalf.3. All proxies must be deposited at the Registered Office at 22nd Floor, Menara Uni.Asia, No. 1008, Jalan Sultan Ismail, 50250 Kuala Lumpur not less than forty-eight

(48) hours before the time appointed for holding the meeting.

PROXY FORM

The Company Secretary

MALTON BERHAD (320888-T)

22nd Floor, Menara Uni. AsiaNo. 1008, Jalan Sultan Ismail

50250 Kuala LumpurMalaysia

Stamp/Setem

fold here

fold here

BERHAD - INSAGE (MSC) SDN BHD -AR30-06-2004.pdf · joined Perunding Bakti Sdn Bhd as a Consulting...

Documents

Transcript of BERHAD - INSAGE (MSC) SDN BHD -AR30-06-2004.pdf · joined Perunding Bakti Sdn Bhd as a Consulting...