Contents...Notice of Annual General Meeting...

Notice of Annual General Meeting ..........................................................2

Statement Accompanying Notice of Annual General Meeting ..................4

Corporate Information .............................................................................5

Chairman’s Statement and Operational Review .......................................6

5 Years Group Financial Highlights ........................................................10

Directors’ Profile ...................................................................................11

Corporate Governance ..........................................................................14

Corporate Social Responsibility .............................................................19

Audit Committee Report ........................................................................20

Statement on Internal Control ................................................................23

Directors’ Responsibility Statement ........................................................25

Directors’ Report ...................................................................................26

Statement by Directors ..........................................................................35

Statutory Declaration .............................................................................35

Report of the Auditors to the Members ...................................................36

Consolidated Balance Sheet ..................................................................37

Consolidated Income Statement ............................................................39

Consolidated Statement of Changes in Equity ........................................40

Consolidated Cash Flow Statement ........................................................43

Balance Sheet ........................................................................................45

Income Statement ..................................................................................46

Statement of Changes in Equity ..............................................................47

Cash Flow Statement .............................................................................48

Notes to the Financial Statements ..........................................................50

List of Properties ..................................................................................132

Analysis of Shareholdings ....................................................................139

Directors’ Shareholdings .....................................................................142 Form of Proxy

Contents

Annual Report 2007

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NOTICE IS HEREBY GIVEN THAT the Twenty-Eighth Annual General Meeting of

Metro Kajang Holdings Berhad will be held at Ballroom, First Floor, Prescott Metro

Inn, Jalan Semenyih, 43000 Kajang, Selangor Darul Ehsan on Tuesday, 26 February

2008 at 10.00 a.m. to transact the following businesses:

ORDINARY BUSINESS:

1. To receive the Audited Financial Statements for the financial year ended 30 September 2007 together with the Directors’ and Auditors’ reports thereon.

2. To approve Directors’ fees amounting to RM80,000-00 for the financial year ended 30 September 2007.

3. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association and being eligible, have offered themselves for re-election.

Dato’ Chen Kooi Chiew @ Cheng Ngi Chong Othman Bin Sonoh Mohamed Bin Ismail

4. To consider and if thought fit, pass the following resolution pursuant to Section 129 of the Companies Act, 1965 :-

“THAT Tan Sri Dato’ Lee Kim Sai @ Lee Hoo retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to hold office until the next Annual General Meeting.

5. To re-appoint Messrs Moore Stephens as the Company’s Auditors and to authorise the Directors to fix their remuneration.

SpECIAl BUSINESS:

To consider and if thought fit, to pass the following ordinary and special resolutions:

6. Ordinary Resolution Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965. “THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be

and are hereby empowered to issue shares of the Company at any time until the conclusion of the next Annual General Meeting of the Company upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10 per centum of the issued share capital of the Company for the time being and that the Directors are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad.”

Notice of Annual General Meeting

(Ordinary Resolution 1)


(Ordinary Resolution 3)(Ordinary Resolution 4)(Ordinary Resolution 5)




Annual Report 2007

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7. Special Resolution Proposed Amendments to the Articles of Association

“THAT the alterations, modifications, variations, deletions and/or additions to the Articles of Association of the Company as set out in Appendix I of the Annual Report 2007 be and are hereby approved and adopted and that the Directors and Secretary of the Company be and are hereby authorized to take all steps and do all acts, things and deeds which may be considered necessary or expedient in effecting the aforesaid amendments.”

By Order of the Board,

TAN WAN SAN (MIA 10195)

Group Company SecretaryKajang, Selangor Darul Ehsan30 January 2008

NOTES:

1. A member entitled to attend and vote at the meeting is entitled to attend and vote in person or by proxy or by attorney or by duly authorised representative. A proxy or attorney or duly authorised representative may but need not be a member of the Company.

2. The power of attorney or an office copy or a notarially certified copy thereof or the instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. If the appointor is a corporation, it must be executed under its common seal or in the manner authorised by its constitution.

3. If the Form of Proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

4. The instrument appointing a proxy together with the power of attorney (if any) under which it is signed or an office copy or a notarially certified copy thereof must be deposited at the Registered Office, Suite 1, 5th Floor, Wisma Metro Kajang, Jalan Semenyih, 43000 Kajang, Selangor Darul Ehsan at least 48 hours before the time appointed for holding the meeting or any adjournment thereof.

5. Explanatory Statement Pertaining to Special Businesses (a) Ordinary Resolution 8 With the passing of the Ordinary Resolution 8 mentioned above by the shareholders of the Company at the

forthcoming Annual General Meeting, the Directors would avoid delay and cost of convening further general meetings to approve issue of such shares. The Ordinary Resolution 8 allows the Directors to issue new shares not exceeding ten per centum of the Company’s present issued share capital should the need arise.

(b) Special Resolution 1 The proposed Special Resolution 1, if passed, will bring the Company’s Articles of Association in line with the

recent amendments to the Listing Requirements of Bursa Malaysia Securities Berhad.

6. The Company has on 24 October 2007 paid a First Interim Dividend of 5 sen less 27% Malaysian Income Tax per ordinary share of RM1.00 each for the financial year ended 30 September 2007.

Notice of Annual General Meeting (cont’d)

(Special Resolution 1)

Annual Report 2007

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

(a) Pursuant to the Company’s Articles of Association

(i) Dato’ Chen Kooi Chiew @ Cheng Ngi Chong

(ii) Othman Bin Sonoh

(iii) Mohamed Bin Ismail

(b) Pursuant to Section 129 of the Companies Act, 1965

(i) Tan Sri Dato’ Lee Kim Sai @ Lee Hoo

2. Further Details of Directors standing for re-election or re-appointment:

The details of the Directors who are standing for re-election or re-appointment are set out in the Directors’

Profile while their shareholdings are disclosed in the Directors’ Report.

Statement AccompanyingNotice of Annual General Meeting

Annual Report 2007

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Corporate Information

DIRECTORS

Y. Bhg. Tan Sri Dato’ Lee Kim Sai @ Lee HooIndependent Non-Executive Chairman

Y. Bhg. Dato’ Chen Kooi Chiew @ Cheng Ngi ChongExecutive Chairman

Y. Bhg. Datuk Chen Lok LoiManaging Director

Chen Fook WahDeputy Managing Director

Chin Nam OnnExecutive Director

Chen Ying @ Chin YingExecutive Director

Othman Bin SonohIndependent Non-Executive Director

Mohammed Chudi Bin Haji GhazaliIndependent Non-Executive Director

Mohamed Bin IsmailNon-Independent Non-Executive Director

CHIEF OpERATING OFFICER

Mah Swee Buoy

GROUp COMpANY SECRETARY

Tan Wan San (MIA 10195)

EXTERNAl AUDITORS

Moore Stephens

8A, Jalan Sri Semantan Satu,

Damansara Heights,

50490 Kuala Lumpur.

Tel No: (603) 2094 1888

Fax No: (603) 2094 7673

INTERNAl AUDITORS

KPMG

Wisma KPMG, Jalan Dungun,

Damansara Heights,

50490 Kuala Lumpur.

Tel No: (603) 2095 3388

Fax No: (603) 2095 0971

pRINCIpAl BANKERS

EON Bank Berhad

Malayan Banking Berhad

OCBC Bank (Malaysia) Berhad

RHB Bank Berhad

REGISTRAR

PFA Registration Services Sdn. Bhd.

Level 13, Uptown 1,

1 Jalan SS21/58,

Damansara Uptown,

47400 Petaling Jaya,

Selangor Darul Ehsan.

Tel No: (603) 7718 6000

Fax No: (603) 7722 2311

REGISTERED OFFICE

Suite 1, 5th Floor,

Wisma Metro Kajang,

Jalan Semenyih,

43000 Kajang,

Selangor Darul Ehsan.

Tel No: (603) 8737 8228

Fax No: (603) 8736 5436

STOCK EXCHANGE lISTING

Main Board of Bursa Malaysia Securities Berhad

WEBSITE

www.metrokajang.com.my

Annual Report 2007

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Chairman’s Statement andOperational Review

On behalf of the Board of Metro Kajang Holdings Berhad, it gives me great pleasure to present the Annual Report and

Audited Financial Statements of the Group and of the Company for the financial year ended 30 September 2007.

OVERVIEW

Despite the recent turmoil in the US subprime mortgages and high oil prices, the Malaysian economy strengthened

further with its Gross Domestic Product (“GDP”) growth at 6.7% in the third quarter compared to 5.7% in the second

quarter of 2007 supported by strong private consumption spending and investment activities. Malaysia, being a

major palm oil producer and exporter benefited from the high crude palm oil price in the international market.

The monetary policy by Bank Negara remained supportive of the economic activity with the Overnight Policy Rate

remained unchanged at 3.5% since May 2006. This provided further stability to the financial sector. Overall, the

property market in Klang Valley remained active with good take up rate for affordable residential units and exclusive

high end residential and commercial development at prime locations. The pay increase for civil servants and the

launch of growth corridors, namely the Iskandar Development Region in South Johor, the Northern Growth Corridor

and the Eastern Growth Corridor further supported the property sector.

FINANCIAl REVIEW

Capping another year of record profit, the Group posted a 21% increase in profit after tax to RM60.82 million for

the financial year ended 30 September 2007 compared to RM50.40 million in the preceding year mainly due to

higher profit contribution from the associated company and fair value adjustment gains on investment properties. The

audited pre-tax profit was RM78.39 million compared to RM74.86 million (restated) in the preceding year. The Group’s

operating revenue recorded a marginal decrease of 0.6% to RM307.79 million compared to RM309.80 million in the

preceding year mainly due to lower percentage of recognition upon completion of projects in Damansara and Petaling

Jaya. The Group’s new projects have locked-in unbilled sales value of RM169.35 million as at 30 September 2007

from which attributable sales revenue and profits will be recognized progressively as their development percentage

of completion progresses.

The Net Tangible Assets per share was RM2.71 for the financial year under review.

The Group posted an uninterrupted profit track record since commencing business twenty years ago. This

achievement by the Group can be attributed to the concerted effort by the Board to continuously enhance value for

its shareholders.

The property development and construction division remains the major contributor to the Group’s operating revenue

and profit.

Moving forward, the Board has identified the oil palm plantation sector as one of the engine of growth for the Group.

The Group has on 18 January 2008 completed the acquisition of 100% equity interest in SJL Utama Pte. Ltd. which

in turn owns 94.99% shareholding in PT Khaleda Agroprima Malindo. PT Khaleda Agroprima Malindo has been

issued “Hak Guna Usaha” land title for approximately 15,942.60 hectares (39,395 acres) of land in East Kalimantan,

Indonesia for the development of oil palm plantation. Details of the plantation land is further elaborated in the

Chairman’s Statement under the Prospects section.

Annual Report 2007

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Chairman’s Statement and Operational Review (cont’d)

pROpERTY DEVElOpMENT AND CONSTRUCTION

For the purpose of segmental reporting, the construction division has been combined with the property development

division to form a reportable segment as a major part of the construction’s revenue is derived from internal development

projects. The year 2006 figures have been restated/reclassified as a result of changes in accounting policies and to

conform with the newly adopted Financial Reporting Standards.

For the financial year under review, the Group’s property development and construction division posted a lower

pre-tax profit of RM55.99 million compared to RM62.25 million (restated) in the preceding year. The decrease in

pre-tax profit was due to lower percentage of profit recognition upon completion of certain projects in Damansara

and the new on-going projects were still in the preliminary stage of development.

The Group’s high-end projects comprising mainly of semi-detached and bungalows at Taman Bukit Mewah Phase 10

in Kajang and Zen Park in Cheras recorded good sales with over 90% take-up rate as at to-date.

Saville Residence, a serviced apartment project within proximity to the Mid-Valley Mega Mall in Kuala Lumpur

and Pelangi Sentral, a mixed residential and commercial development project in Damansara, have recorded very

encouraging take-up rate of 70% and 77% respectively.

Rimbunan Avenue, a RM62.53 million 3-storey shop office project located in the successful Laman Rimbunan

development in Kepong, launched in May 2007 experienced very strong demand with all the 51 units sold

to-date.

Pelangi Semenyih, another major integrated township project which is set to continue to perform well with over

90% of the units launched taken. Most residential properties in the development are priced in the affordable range

of below RM180,000 per unit.

The Board is confident that its property development and construction division will achieve satisfactory results for

the financial year ending 30 September 2008.

HOTEl, ClUB AND pROpERTY INVESTMENT

The Group’s hotel, club and property investment division comprises of two shopping complexes, a 3 star hotel cum

office block, a recreational club and a supermarket building, all located in Kajang. The Group has out-sourced

the management of the hotel since year 2003 to a professional hotel management company to enable the Group’s

management to focus on its core business.

The 5 storey shopping complex known as Plaza Metro Kajang is strategically located in the heart of Kajang town

continues to enjoys very good occupancy rate of over 99% (2006 : 99%).

This division recorded an increase of 205% in its pre-tax profit to RM18.21 million compared to RM5.98 million

(restated) in the preceding year. The significant increase in pre-tax profit was mainly due to recognition of net gains

on changes in fair value of investment properties amounting to RM12.77 million in accordance to the new Financial

Reporting Standards.

This division is expected to achieve satisfactory results for the financial year ending 30 September 2008.

Annual Report 2007

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MANUFACTURING

For the financial year under review, the furniture manufacturing subsidiary company in China, Vast Furniture Manufacturing (Kunshan) Co. Ltd. (“Vast Kunshan”) recorded a lower pre-tax profit of RM0.84 million compared to RM2.16 million in the preceding year mainly due to higher raw material costs and margin erosion arising from the Chinese Yuan appreciation against the United States dollar as most of the sales were in United States dollar. Appropriate controls have been taken on selection and usage of raw materials and revision of selling prices to mitigate the effect of the appreciation in Chinese Yuan and raw material price increase.

The furniture manufacturing division is expected to achieve satisfactory results for the financial year ending 30 September 2008.

TRADING

The trading division is mainly involved in the trading of building materials and fixtures for the Group’s property development projects. This division recorded a lower pre-tax profit of RM2.29 million compared to RM3.54 million in the preceding year mainly due to lower sales orders of building materials and fixtures following the completion of projects in Damansara. This division will continue to source for new customers.

This division is expected to achieve satisfactory results for the financial year ending 30 September 2008.

SERVICES AND OTHERS

The Group’s services division is involved in the business of investment holding, food processing, livestock farming, oil palm cultivation, money lending and company secretarial services.

This division has recorded a marginal increase in its pre-tax profit to RM1.06 million compared with RM0.94 million in the preceding year. The increase in pre-tax profit was mainly contributed by the food processing business. This division is expected to achieve satisfactory results for the financial year ending 30 September 2008.

DIVIDEND

The Company has on 19 September 2007 declared a First Interim Dividend of 5.0 sen less 27% tax per ordinary share of RM1-00 each for the financial year ending 30 September 2007 which was paid on 24 October 2007. The Board has not recommended any further dividend for the financial year ended 30 September 2007. (2006 : First Interim Dividend of 5.0 sen less 28% tax per ordinary share of RM1-00 each).

pROSpECTS

The Government in the 2008 Budget has projected a GDP growth of 6% to 6.5% for year 2008. The overall property outlook is more encouraging with the new policy measures announced by the Government. The 50% stamp duty rebate for houses not exceeding RM250,000-00, the exemption of Real Property Gains Tax, the option for EPF contributors to utilize part of their EPF saving to finance monthly mortgage repayments and the recent pay rise for civil servants is expected to further accelerate the growth of the overall property market. The intensive effort by the Government to promote the Iskandar Development Region in South Johor, the Northern Growth Corridor and the Eastern Growth Corridor is expected to attract substantial investment from both local and overseas investors and this will contribute

positively towards the economic growth.

Annual Report 2007

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pROSpECTS (cont’d)

The Group targets to launch new properties with gross development value of over RM200 million for the financial

year ending 30 September 2008.

Moving forward, the Group will continue to focus on strengthening its position as a developer of choice among house

buyers of its target markets through innovative and modern lifestyle themed development. The Group will continue

to leverage on the demand for affordable residential units and selected exclusive lifestyle themed residential and

commercial development at prime locations to ensure growth in sales and earnings. Your Board is confident that

affordable homes and selected exclusive residential and commercial development at prime locations will continue

to be in demand in 2008 which augurs well for the Group.

The Group has recently expanded its business in oil palm plantation via the acquisition of 100% equity interest in SJL

Utama Pte. Ltd. which in turn owns 94.99% shareholding in PT Khaleda Agroprima Malindo. PT Khaleda Agroprima

Malindo has been issued “Hak Guna Usaha” land title for approximately 15,942.60 hectares (39,395 acres) of land

in East Kalimantan, Indonesia for the development of oil palm plantation. The Hak Guna Usaha was issued

on 13 September 2007 for a period of 35 years with an option to renew for a further period of 25 years. The Land

which is located about 75 km by road from Kota Samarinda (the capital of East Kalimantan Province) is generally flat

with very slight undulation and is very suitable for oil palm cultivation. Currently, approximately 80 hectares of oil

palm nursery has been established and clearing of land for the planting of oil palm trees is in progress. The Group

currently owns and manages several hundred acres of oil palm plantation in Peninsular Malaysia and has the necessary

experience in developing and managing oil palm plantation. With the continuous increase in the world’s population

and the ever increasing demand for biodiesel, the outlook for the oil palm industry is very promising. This oil palm

division is expected to contribute positively to the Group’s earning in the medium to long term.

The Board is confident that the Group will achieve satisfactory results for the financial year ending 30 September

2008.

ACKNOWlEDGEMENT

On behalf of the Board of Directors, I would like to extend our sincere appreciation and thanks to our shareholders,

valued customers, bankers, business associates and relevant authorities for their continued confidence and support in

us. I would also like to extend our heartfelt thanks to the management team and staff for their unwavering dedication

and commitment which has made the success of the Group possible.

Thank you.

DATO’ CHEN KOOI CHIEW @ CHENG NGI CHONG

Executive Chairman

Annual Report 2007

10

� Years Group Financial Highlights

'05'03 '04Year

'06 '07

'050

150,000

200,000

250,000

300,000

350,000

100,000

50,000

RM'000

0

20,000

30,000

40,000

50,000

60,000

10,000

0

20,000

30,000

40,000

50,000

10,000

RM'000

'05'03 '04Year

'06 '07

286,86

9

276,84

3

235,99

4

'03 '04Year

'06 '07

56,625

60,065

51,118

36,916 44

,782

50,400

RM'000

RM'000

'03 '04Year

0

200,000

300,000

400,000

500,000

100,000

355,10

4

396,84

5

457,0

01

Operating Revenue Profit Before Taxation

Profit After Taxation And Minority Interest Shareholders’ Equity

'05 '06 '07

309,79

8

70,000

80,000 74,862

37,502

493,70

1

60,000

307,7

91

78,391

70,000 600,000

60,820

539,66

1

*2007 ** 2006 ** 2005 ** 2004 ** 2003 RM’000 RM’000 RM’000 RM’000 RM’000INCOME STATEMENT Operating Revenue 307,791 309,798 235,994 276,843 286,869 Profit Before Taxation 78,391 74,862 51,118 60,065 56,625 Profit After Taxation 60,820 50,400 37,501 44,256 36,717 Profit After Taxation and Minority Interest 60,820 50,400 37,502 44,782 36,916 BAlANCE SHEET Issued and Paid up Capital 199,420 195,078 195,078 195,078 144,771 Shareholders’ Equity 539,661 493,701 457,001 396,845 355,104 RATIOS ^ Net Earnings per share (sen) 31.12 25.84 19.22 ***23.03 ***19.12 Dividend per share (sen) 5.00 5.00 5.00 4.00 N/A Tax Exempt Dividend per share (sen) N/A N/A N/A N/A 5.50 Net Tangible Assets per share (RM) 2.71 2.53 2.34 2.03 2.45 Debt/Equity ratio (%) 35 16 10 10 14 Return on Shareholders’ Equity (%) 11 10 8 11 10 * Mandatory adoption of new/revised Financial Reporting Standards (FRS) which become effective for accounting

periods beginning on or after 1 January 2006 or on 1 October 2006. ** Certain comparative figures have been restated/reclassified to conform with the adoption of new/revised FRS.*** Based on weighted average number of ordinary shares in issued (including adjustment for Bonus Issue).^ Attributable to the equity holders of the Company.

The above information should be read in conjunction with the Group’s audited financial statements for the financial year ended 30 September 2007.

Annual Report 2007

11

BOARD OF DIRECTORS

TAN SRI DATO’ lEE KIM SAI @ lEE HOO

Independent Non-Executive Chairman

Tan Sri Dato’ lee Kim Sai @ lee Hoo, aged 70, a Malaysian, was appointed to the Board on 8 June 1995. He is also the

Chairman for the Company’s Audit Committee and Employees’ Share Option Scheme Committee (“ESOS Committee”).

He was elected as Selangor State assemblyman in 1974. During his appointment, he was also made State Executive

Councillor in charge of housing. In 1982, he was elected as a Member of Parliament. He was appointed as Deputy

Minister in the Prime Minister’s Department in June 1983. Subsequently, in 1985, he was appointed Minister of Labour

and in 1987, he was appointed Minister of Housing and Local Government. He later served as Minister of Health from

1988 until he retired from Cabinet in May 1995. He does not have any family relationship with any other Directors

and/or major shareholders of the Company and has no conflict of interest with the Company. Tan Sri Dato’ Lee Kim

Sai attended four out of the five Board Meetings held during the financial year ended 30 September 2007.


Executive Chairman

Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, aged 64, a Malaysian, was appointed to the Board on 27 September

1979 and holding the present position as Executive Chairman since 30 October 2006. He is also a member of the

Executive Committee. He has been involved in business for about 47 years of which 29 years were in property

development and construction industries, whilst the remaining 18 years were in plantation sector. He is the brother

of Datuk Chen Lok Loi, Mr. Chen Ying @ Chin Ying and Mr. Chen Fook Wah. He is deemed to have certain conflict

of interest with the Company by virtue of his interest in certain privately owned companies, which are also involved

in property development business. However, these privately owned companies are not in direct competition with

the business of the Company. Dato’ Chen Kooi Chiew attended four out of the five Board Meetings held during the

financial year ended 30 September 2007.

DATUK CHEN lOK lOI

Managing Director

Datuk Chen lok loi, aged 55, a Malaysian, holds a Bachelor Degree in Marketing from Monash University, Australia.

He was appointed to the Board on 31 July 1984 and holding the present position as Managing Director since 19

January 2005. He is also a member of the Executive Committee. He has more that 26 years of experience in property

development and construction related businesses. He was the President of the Real Estate and Housing Developers’

Association of Malaysia (REHDA) from 1998 till June 2002. He is currently a member of the Advisory Board of the

Construction Labour Exchange Berhad and the Immediate Past Chairman of the Building Industry Presidents’ Council.

He is also an EXCO Member of the Malaysia Crime Prevention Foundation, the President of ASEAN Association for

Planning and Housing and as well as the Deputy President of Eastern Regional Organization for Planning and Housing

Malaysia (EAROPH). He is the brother of Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, Mr. Chen Ying @ Chin Ying

and Mr. Chen Fook Wah. He is deemed to have certain conflict of interest with the Company by virtue of his interest

in certain privately owned companies, which are also involved in property development business. However, these

privately owned companies are not in direct competition with the business of the Company. Datuk Chen Lok Loi

attended all the five Board Meetings held during the financial year ended 30 September 2007.

Directors’ Profile

Annual Report 2007

1�

MR. CHEN FOOK WAH

Deputy Managing Director

Mr. Chen Fook Wah, aged 51, a Malaysian, was appointed to the Board on 25 November 1999 and holding the

present position as Deputy Managing Director since 19 January 2005. He is currently a member of the Executive

Committee, Audit Committee and ESOS Committee. He was admitted to the Board of Valuers and Real Estate Agent

of Malaysia in 1986. Prior to joining the Group, he was with Guthrie Trading Sdn Bhd from 1973 to 1974 and Hilton

Realty from 1975 to 1978. He is the brother of Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, Datuk Chen Lok Loi

and Mr. Chen Ying @ Chin Ying. He is deemed to have certain conflict of interest with the Company by virtue of his

interest in certain privately owned companies, which are also involved in property development business. However,

these privately owned companies are not in direct competition with the business of the Company. Mr. Chen Fook

Wah attended all the five Board Meetings held during the financial year ended 30 September 2007.

MR. CHIN NAM ONN

Executive Director

Mr. Chin Nam Onn, aged 63, a Malaysian, joined the Metro Kajang Holdings Berhad (“MKHB”) Group in April 1997

as an Executive Director of Metro Kajang Construction Sdn Bhd, a subsidiary of MKHB and was appointed to the

Board on 22 December 1998. He is currently a member of the Executive Committee and Audit Committee. He is a

member of The Institute of Chartered Accountants in Australia since 1969, The Malaysian Institute of Certified Public

Accountants since 1971 and The Malaysian Institute of Accountants since 1971. His past positions include the post

of Company Secretary and Unit Trust Manager of South East Asia Development Corporation Bhd (a public listed

company) during the 5 years from 1971 to 1975, the General Manager of The Kuala Lumpur Stock Exchange during

the 5 years from 1976 to 1980, an Executive Director of Malaysian Resources Corporation Berhad (a public listed

company) during the 10 years from 1981 to 1990 and an Executive Director of Econstates Berhad (a public listed

company) during the 4 years from 1991 to 1994. He does not have any family relationship with any other Directors

and/or major shareholders of the Company and has no conflict of interest with the Company. Mr. Chin Nam Onn

attended all the five Board Meetings held during the financial year ended 30 September 2007.

MR CHEN YING @ CHIN YING

Executive Director

Mr Chen Ying @ Chin Ying, aged 61, a Malaysian, holds a Bachelor Degree in Engineering (Mechanical) from University

of Western Australia. He was appointed to the Board on 7 March 2005. He is currently a member of the Executive

Committee and is managing the Group’s furniture manufacturing subsidiary in China. Prior to joining the Group, he

was with UMW Holdings Berhad for 5 years as Project Engineer and subsequently promoted to Project Manager. He

later joined Scotts & English Sdn Bhd for about 6 years as Service/Workshop Manager and Head of Industrial Sales

and Marketing Division. He is the brother of Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, Datuk Chen Lok Loi and

Mr. Chen Fook Wah. He is deemed to have certain conflict of interest with the Company by virtue of his interest

in certain privately owned companies, which are also involved in property development business. However, these

privately owned companies are not in direct competition with the business of the Company. Mr Chen Ying @ Chin

Ying attended all the five Board Meetings held during the financial year ended 30 September 2007.

Directors’ Profile (cont’d)

Annual Report 2007

1�

HAJI OTHMAN BIN SONOH

Independent Non-Executive Director

Haji Othman Bin Sonoh, aged 65, a Malaysian, was appointed to the Board on 24 October 1996. He was appointed

as a member of the Audit Committee on 12 February 2004. He was a civil servant from 1968 to 1993 in various

departments including a position in the Ministry of Finance. He is involved in the supply of telecommunication

equipment since 1996. He does not have any family relationship with any other Directors and/or major shareholders

of the Company and has no conflict of interest with the Company. Haji Othman Bin Sonoh attended all the five Board

Meetings held during the financial year ended 30 September 2007.

ENCIK MOHAMMED CHUDI BIN HAJI GHAZAlI

Independent Non-Executive Director

Encik Mohammed Chudi Bin Haji Ghazali, aged 64, a Malaysian, was appointed to the Board on 19 March 2003.

He is also a member of the Audit Committee. He was attached to Standard Chartered Bank Malaysia Berhad for

36 years and was a Senior Manager prior to his retirement in 1999. He has attended banking courses conducted at

National Westminister Bank Staff College, Oxford and Manchester University Business School. He does not have

any family relationship with any other Directors and/or major shareholders of the Company and has no conflict of

interest with the Company. Encik Mohammed Chudi attended all the five Board Meetings held during the financial

year ended 30 September 2007.

HAJI MOHAMED BIN ISMAIl

Non-Independent Non-Executive Director

Haji Mohamed Bin Ismail, aged 67, a Malaysian, was appointed to the Board on 18 March 2004. He was the State

Director of Lembaga Pertubuhan Peladang from 1978 to 1989. He later became the Director General of Lembaga

Tembakau Negara (“LTN”) from 1990 to 2000 and was the Chairman of LTN from 2001 to 2002. He does not have

any family relationship with any other Directors and/or major shareholders of the Company and has no conflict of

interest with the Company. Haji Mohamed Bin Ismail attended all the five Board Meetings held during the financial

year ended 30 September 2007.

Directors’ Profile (cont’d)

Annual Report 2007

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The Board of Metro Kajang Holdings Berhad is pleased to report to stockholders on the manner the Company has

applied the Principles, and the extent of compliance with the Best Practices of good governance as set out in Part 1

and Part 2 respectively of the Malaysian Code on Corporate Governance (the Code) pursuant to Paragraph 15.26 of

the Listing Requirements of Bursa Malaysia Securities Berhad. Any areas where the Company has not complied with

the Code are explained in this report.

THE BOARD OF DIRECTORS

1. Composition, Duties and Responsibilities

The roles of the Executive Chairman, Non-Executive Chairman and Managing Director are separate to ensure a

balance of power and authority. The Company is led by an experienced Board under the Executive Chairman,

Dato’ Chen Kooi Chiew. The Board is composed of 5 Executive Directors, 3 Independent Non-Executive

Directors and 1 Non-Independent Non-Executive Director and is in compliance with Paragraph 15.02 of the

Listing Requirements that at least one-third of the Board comprise of Independent Directors. The Board is

satisfied that its current Board composition fairly reflects the investment in the Company by shareholders apart

from the largest shareholder. The Board having reviewed its size and composition is satisfied that its current

size and composition is effective for the proper functioning of the Board. The five Executive Directors take on

the primary responsibility of managing the Group’s business and resources, led by the Executive Chairman,

Dato’ Chen Kooi Chiew and the Managing Director, Datuk Chen Lok Loi. As part of its commitment, the Board

supports the highest standards of corporate governance and the development of best practices for the Company.

The independent non-executive directors as defined under Paragraph 1.01 of Bursa Malaysia Securities Berhad

Listing Requirements are independent from management and are free from any business or other relationships

that could materially interfere with the exercise of their independent judgement. The Independent Directors led

by the Non-Executive Chairman Tan Sri Dato’ Lee Kim Sai provide a broader view, independent and balanced

assessment of proposals from the Executive Directors. The Board has identified Tan Sri Dato’ Lee Kim Sai as the

Senior Independent Non-Executive Director to whom concerns of shareholders, management and others may

be conveyed. The Board is assisted by a management team relevant to the Group’s business operations.

The Board takes full responsibility for the overall performance of the Company and the Group. This includes

the following 6 specific areas : -

• reviewing and adopting strategic plans for the Group.

• overseeing the conduct of the Group’s businesses to evaluate whether the businesses are being properly

managed.

• identifying principal risks and ensure the implementation of appropriate systems to manage these

risks.

• succession planning, including the implementation of appropriate systems for appointing, training, fixing

the compensation of and where appropriate, replacing senior management.

• developing and implementing an investor relations programme for the Company, as it is important that

the Company is able to communicate effectively with its shareholders.

• reviewing the adequacy and the integrity of the Group’s internal control systems and management systems;

including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

Corporate Governance

Annual Report 2007

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2. Board Meeting

The Board meets at least 4 times a year and has a formal schedule of matters reserved to it. Additional meetings

are held as and when required. The Board is supplied with full and timely information to enable it to discharge

its responsibilities. During these meetings, the Board reviews the Group’s financial statements and results are

deliberated and considered. Management and performance of the Group and any other strategic issues that

affect or may affect the Group’s businesses are also deliberated.

During the financial year, the Board met 5 times; whereat it deliberated and considered a variety of matters

affecting the Company’s operations including the Group’s financial results, business plan and direction of the

Group.

Directors have access to all information within the Company and to the advice and services of a competent

Company Secretary who is qualified under the Companies Act, 1965 and is responsible for ensuring that Board

Meeting procedures are followed and that applicable rules and regulations are complied with. The Directors

may seek independent professional advice, at the Company’s expense, if required in furtherance of their duties.

The Board recognises that the Chairman is entitled to the strong and positive support of the Company Secretary

in ensuring the effective functioning of the Board.

3. Re-Appointment, Retirement by Rotation and Re-Election of Directors

In accordance with the Company’s Articles of Association, all Directors who are appointed by the Board are

subjected to re-election by the shareholders in the next Annual General Meeting subsequent to their appointment.

At least one third of the Directors are required to retire from office by rotation annually and subject to re-election

at each Annual General Meeting. All Directors shall retire from office at least once in three (3) years but shall

be eligible for re-election.

Any director aged seventy or over is subject to re-appointment by shareholders on an annual basis pursuant to

Section 129 (6) of the Companies Act, 1965.

4. Directors’ Training

In order to keep abreast with the latest regulatory development, all Directors are required to attend the Mandatory

Accreditation Programme (“MAP”). All the Directors have successfully completed the MAP conducted by Bursatra

Sdn Bhd.

The Board has taken on the responsibility in evaluating and determining the specific and continuous training

needs of the Directors on a regular basis. The Directors have attended courses/seminars and in house training

from time to time to enhance their skills and knowledge and to keep abreast with the relevant changes in laws,

regulations and business environment in order to discharge their duties more effectively. The training programme

and seminars or conferences attended by the Directors during the financial year included areas of corporate

governance, up-dates on changes in laws and regulations, risks management, up-date on financial reporting

standards, business and investment strategies.

Corporate Governance (cont’d)

Annual Report 2007

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}


5. Directors’ Remuneration

The Director’s remuneration is linked to experience, scope of responsibilities, service seniority, performance and published market survey information.

(i) Aggregate remuneration of Directors categorised into appropriate components: -

Remuneration (in RM) Executive Non-Executive

Fees – 80,000 Other emoluments *6,596,450 317,500 Benefits-in-kind 148,043 20,800

Total 6,744,493 418,300

* Includes provision for retirement gratuity of RM550,240.00 for eligible Directors.

(ii) Breakdown of Directors’ remuneration for the year ended 30 September 2007, by category and in each successive band of RM50,000.00 are as follows: -

No. of Directors Range of Remuneration (RM) Executive Non-Executive

1 - 50,000 1 50,001 - 100,000 2 100,001 - 150,000 150,001 - 200,000

200,001 - 250,000 1 650,001 - 700,000 2 700,001 - 750,000 750,001 - 800,000 800,001 - 1,050,000 1,100,001 - 1,150,000 1 1,200,001 - 2,000,000 2,000,001 - 2,050,000 1 2,050,001 - 2,200,000 2,200,001 - 2,250,000 1

Total 5 4

OTHER INFORMATION

RelationshipThere is no family relationship among the Directors and/or major shareholders except the following: -

Dato’ Chen Kooi Chiew @ Cheng Ngi Chong, Brothers Relationship

Datuk Chen Lok Loi, Mr. Chen Ying @ Chin Ying and Mr. Chen Fook Wah

Conflict of Interest

Except for Dato’ Chen Kooi Chiew, Datuk Chen Lok Loi, Mr. Chen Fook Wah and Mr Chen Ying @ Chin Ying by

virtue of their interest in certain privately owned companies which are also in property development, none of the

other Directors have any conflict of interest with the Company. However, these privately owned companies are not

in direct competition with the business of the Company.

Annual Report 2007

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Conviction for OffencesNone of the Directors has been convicted for any offences other than traffic offences within the past ten (10) years.

Materials ContractsSave for the acquisition of 100% equity interest in SJL Utama Pte. Ltd. which is mentioned in the Chairman’s Statement, there are no contracts which are or may be material (not being contracts entered into in the ordinary course of business) that have been entered into by the Group within the last 2 years.

6. Board Committees

The Board has delegated certain responsibilities to Board committees which operate within clearly defined Terms of Reference. These committees are: -

6.1 The Executive Committee

The Executive Committee which meets at least twice a month to examine strategic matters, policies and business risks which may affect the Group such as any new investment proposed to be undertaken by the Group and reviews the performance of each of the Group’s business divisions.

6.2 The Audit Committee

The Audit Committee’s composition complies with the Listing Requirement of Bursa Malaysia Securities Berhad. The Terms of Reference of the Audit Committee, its activities during the financial year, details of attendance of each member and the number of meetings held are set out on pages 20 to 22 of this Annual Report.

6.3 The Employees’ Share Option Scheme (“ESOS”) Committee

The ESOS Committee, whose members during the year comprised of two (2) members from the Board and one (1) member from the Senior Management are responsible to administer the Company’s ESOS in accordance with the By-Laws of the ESOS.

6.4 Risk Management Committee

The Risk Management Committee whose current members comprised of three (3) members from the Senior Management assists the Audit Committee and the Board in discharging its risk management and control responsibilities.

7. Accountability and Audit

7.1 Financial Reporting : Statement of Directors’ Responsibilities in respect of the Audited Financial Statements

The Board aims to provide and present a balanced and meaningful assessment of the Company’s financial performance and prospects at the end of the financial year, primarily through the financial statements; the Chairman’s Statement and Operations review in the Annual Report.

In preparing the above financial statements the Directors have:

• adopted suitable accounting policies and then apply them consistently; • made judgements and estimates that are prudent and reasonable; • ensured applicable approved accounting standards have been followed, subject to any material

departures disclosed and explained in the financial statements; and • prepared the financial statements on the going concern basis.


Annual Report 2007

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7.2 Internal Audit Function

The Company has appointed the professional accounting firm of KPMG as its Internal Auditors. The Internal Audit function is therefore independent of the activities of the Group and perform its duties with impartiality, objectivity and due professional care.

The Internal Audit review of the Company’s operations encompasses an independent assessment of the Company’s compliance with its internal controls and makes recommendation for improvements.

7.3 External Audit

The Company’s independent External Auditors fill an essential role for the shareholders by enhancing the reliability of the Company’s financial statements and giving assurance of that reliability to users of these financial statements.

The External Auditors have an obligation to bring any significant defects in the Company’s system of control and compliance to the attention of Management; and if necessary, to the Audit Committee and the Board. This includes the communication of fraud.

8. Relations with Shareholders and Investors

The Annual General Meeting (“AGM”) is the principal forum for dialogue with individual stockholders. At the Company’s AGM, stockholders have direct access to the Board and are given the opportunity to ask questions during the AGM. The stockholders are encouraged to ask questions both about the resolutions being proposed or about the Company’s operations in general. The Chairman of the Board also addresses the stockholders on the review of the Company’s operations for the financial year and outline the prospects (of the Company) for the new financial year. Additionally, immediately after the AGM, the Board also meets members of the press. The Company’s website www.metrokajang.com.my provides easy access to the latest corporate information on the Group. In addition, the Company has also appointed an Investor Relations firm to carry out the Group’s Investor Relations programme and met up with the financial analysts on quarterly basis.

9. Compliance Statement

The Group has complied throughout the year ended 30 September 2007 with all the best practices of corporate governance set out in Part 1 and Part 2 of the Code other than those set out below. The reasons for such non-compliances are as follows :

(i) Nomination Committee Establishment of a Nomination Committee has not been effected as its functions are carried out by the

Board. The Board will be provided with the relevant particulars of the new director candidate beforehand for consideration and deliberation on the suitability of the new candidate taking into account the required mix of skills, expertise and experience.

(ii) Remuneration Committee

Establishment of a Remuneration Committee has not been effected as the Directors’ remuneration scheme is linked to experience, scope of responsibilities, service seniority and published market survey information.

(iii) Audit Committee The Audit Committee’s composition has yet to comply with the revised Code of Corporate Governance which

took effect from 1 October 2007 requiring that all members of the Audit Committee shall comprised of non-executive directors. The Board is currently making the necessary arrangement to ensure compliance.


Annual Report 2007

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The Group is committed towards good corporate social responsibility practices especially the areas on the workplace,

the community, the environment and the marketplace to deliver sustainable value to the society at large.

THE WORKplACE

We strongly believe that human capital is the most important value to an organization. To ensure a safe and healthy

working condition for our employees and support workers, the Group has adopted the Malaysian Standard on the

Occupational Safety and Health Management System. In additional, necessary preventive actions and risk mitigation

measures such as fire drills and site safety briefing/training have been conducted from time to time. As part of the

human capital development, the Group has conducted various in-house training programme focusing on quality

leadership, building effective performance and job related training to equip the employees with the required skills

and knowledge with high commitment. The Group also provides study loan to its employees for the betterment of

the staff welfare. In-house sports activities were carried out to foster the working relationship and to build-up strong

team spirit amongst the employees.

THE COMMUNITY

As a caring and responsible corporate citizen, the Group has contributed funds to various under-privileged children,

old folks, schools and charitable activities during the financial year under review. Over the years, the Group has

offered internship programmes and graduate placement programmes for the wellness of the communities. Our

Managing Director, Datuk Chen Lok Loi has been actively involved in community activities. As the Deputy President

of EAROPH, he presented his speech on promoting a crime free environment during the World Habitat Day 2007

in November 2007.

THE ENVIRONMENT

The Group recognizes the importance of environmental conservation. For example, waste and construction debris

were disposed at approved dumpsites. We have implemented the recycling of water at the factory belonging to the

Group’s subsidiary and is currently looking into the construction of a full scale biogas plant to treat waste and to

produce biogas which will reduce energy consumption.

THE MARKETplACE

The Group is committed to continuously enhance value for its shareholders and this can be evidenced through the

Group’s uninterrupted profit track record since commencing business twenty years ago. It is our aim to provide

high quality products and services to our customers. During the financial year under review, customer surveys were

conducted to gauge the level of customers’ satisfaction and also to obtain constructive feedbacks. As part of the

Group’s commitment in ensuring quality products, the Group has adopted the internationally recognized CONQUAS

21 quality assessment benchmark for its new projects.

Corporate Social Responsibility

Annual Report 2007

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1. ROlE OF AUDIT COMMITTEE

The Audit Committee assists, supports and implements the Board’s responsibility to oversee the Group’s operations in the following manner: -

• provides a means for review of the Group’s processes for producing financial data, its internal controls and independence of the Group’s External and Internal Auditors.

• reinforces the independence of the Group’s External Auditors. • reinforces the objectivity of the Group’s Internal Auditors.

2. TERMS OF REFERENCE

Composition

The Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall consist of not less than three (3) members of whom the majority shall be Independent Directors. At least one member of the Audit Committee must be a member of the Malaysian Institute of Accountants or possess such other qualifications and/or experiences as approved under Section 15.10(1)(c)(ii) and 15.10 (1)(c)(iii) of Bursa Malaysia Securities Berhad Listing Requirements.

No alternate Director shall be appointed as a member of the Audit Committee.

The members of the Audit Committee shall elect a Chairman from among their numbers who shall be an Independent Director.

Quorum The quorum shall not be less than 2, the majority of whom shall be Independent Non-Executive Directors.

Attendance and Frequency of Meeting The Audit Committee shall meet as the Chairman deems necessary but not less than 4 times a year. The

Chairman shall be entitled, where deemed appropriate, to invite any person(s) to attend meetings of the Audit Committee.

Authority The Committee is authorised by the Board to investigate within its Terms of Reference. It is authorised to seek

any information it requires from any employee and all employees are directed to co-operate with any request made by the Committee.

The Committee is authorised by the Board to obtain outside legal or other independent professional advice it considers necessary and reasonable for the performance of its duties.

Duties

The duties of the Committee shall be:

(a) to recommend to the Board the appointment of the External Auditors and Internal Auditors and the audit

fee thereof;

(b) to make appropriate recommendations to the Board on matters of resignation or dismissal of External

Auditors or Internal Auditors;

Audit Committee Report

Annual Report 2007

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(c) to discuss with the External Auditors and Internal Auditors before the audit commences, the nature and scope of the audit and ensure co-ordination where more than one audit firm is involved;

(d) to review the quarterly and year-end financial statements of the Group and Company before submission to the Board of Directors, focusing particularly on:

(i) public announcement of results and dividend payment

(ii) any changes in accounting policies and practice

(iii) significant adjustments resulting from the audit

(iv) the going concern assumption

(v) compliance with accounting standards

(vi) compliance with stock exchange and legal requirements

(e) to discuss problems and reservations arising from the interim and final audits, and any matters the External Auditors may wish to discuss (in the absence of Management where necessary);

(f) to review any External Auditors’ letter to Management (if any) and management’s response;

(g) to do the following where an Internal Audit function exists:

• review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work;

• review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function;

• review any appraisal or assessment of the performance of members of the internal audit function; • approve any appointment or termination of Internal Auditors; • informed itself of resignation of Internal Auditors and provide the Internal Auditors an opportunity

to submit his reasons for resigning.

(h) to consider any related party transactions that may arise within the Company or Group;

(i) to consider the findings of internal audit investigations and management’s response;

(j) to consider other topics, as defined by the Board.

Reporting procedures

The secretary shall circulate the minutes of meetings of the Audit Committee to all members of the Audit

Committee.

Detailed audit reports by Internal Auditors and the respective Management response are circulated to members of

the Committee before each Meeting of the Committee at which the said reports are tabled.

Audit Committee Report (cont’d)

Annual Report 2007

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3. MEMBERSHIp AND MEETINGS OF THE COMMITTEE

The members of the Committee of the Company are : -

1. Tan Sri Dato’ Lee Kim Sai @ Lee Hoo (Independent Non-Executive Director) – Chairman

2. Mr. Chen Fook Wah (Deputy Managing Director)

3. Mr. Chin Nam Onn (Executive Director)

4. Haji Othman Bin Sonoh (Independent Non-Executive Director)

5. En. Mohammed Chudi Bin Haji Ghazali (Independent Non-Executive Director)

During its tenure, the Audit Committee met four times during the financial year, details as follows: -

Name of Directors Attendance of Meetings

Tan Sri Dato’ Lee Kim Sai @ Lee Hoo 4/4 Mr Chen Fook Wah 4/4 Mr Chin Nam Onn 4/4 En. Mohammed Chudi Bin Haji Ghazali 4/4 Haji Othman Bin Sonoh 4/4

ACTIVITIES UNDERTAKEN BY THE AUDIT COMMITTEE

During the financial year, the activities of the Audit Committee were as follows -

• Reviewed the audited financial statements and unaudited quarterly financial results and announcements of the results before recommending for the Board of Directors’ approval;

• Reviewed the scope of the audit plan from the Internal Auditors and External Auditors; • Reviewed the audit reports and recommendation to improve internal control and management’s response

thereto; and• Reviewed and recommended to the Board the re-appointment of the External Auditors.

The Audit Committee has verified that no new Employee’s Share Option were granted during the financial year under

review. The details of shares allotted arising from the exercise of Employee’s Share Option during the financial year

was disclosed in the Directors’ Report.

INTERNAl AUDIT FUNCTION

The Group has outsourced its internal audit function with the appointment of the professional accounting firm, KPMG since 30 April 2001.

Audit Committee Report (cont’d)

Annual Report 2007

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The Malaysian Code on Corporate Governance sets out as a principal that the Board of a listed company should

maintain a sound system of internal control to safeguard shareholders’ investment and the Group’s assets. The Board

is committed to maintaining a sound system on internal control for the Group and is pleased to provide the following

statement in accordance with paragraph 15.27 (b) of Bursa Malaysia Securities Berhad (“BMSB”) Listing Requirements

and as guided by the BMSB’s Statement on Internal Control : Guidance for Directors of Public Listed Companies

(“the Guidance”).

BOARD’S RESpONSIBIlITIES

The Board acknowledges its responsibilities for maintaining sound internal control systems to safeguard shareholders’

interest and the Group’s assets. The Board’s responsibilities includes:-

• Identifying principal risks and ensuring the implementation of appropriate internal control systems to manage

these risks.

• Reviewing the adequacy and the integrity of the Group’s internal control systems and management information

systems, including systems for compliance with applicable laws, regulations, rules, directives and guidelines.

However, due to the limitations inherent in any system of internal control, it should be noted that such system is

designed to manage rather than to eliminate the risk of failure to achieve the Group’s business objectives. Such system

can only provide reasonable and not absolute assurance against material misstatement of loss.

Following the publication of the Guidance, the Board confirms that there is an ongoing process for identifying,

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

the date of approval of the Annual Report and that this process is regularly reviewed by the Board and accords with

the Internal Control Guidance.

RISK MANAGEMENT

The Board with the assistance of the Audit Committee, the Risk Management Committee and the Internal Auditors,

Messrs KPMG, continuously review existing risks and identify new risks that the Group faces and the management

action plans to manage the risks on an ongoing basis. To further enhance the risk management process within the

culture of the Group, risk management training for selected management and staff has been conducted and this will

be an ongoing process. In additions, key management nominated in each business unit have prepared action plans

and exit plans to address key risks and control issues highlighted by the Internal Auditors. During the financial year

ended 30 September 2007, the Risk Management Committee has:

1. Deliberated and adopted the Risk Management Committee action plan for the Group;

2. Reviewed and commented on the Standard Operating Procedures of the operating units and departments of

the Group;

3. Reported quarterly to the Board on all major issues relating to risks and risk management; and

4. Reviewed the new property development and business investment in the subsidiary and/or associated

companies.

Statement on Internal Control

Annual Report 2007

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INTERNAl AUDIT FUNCTION

The Internal Auditors, Messrs KPMG, independently reviews the risk identification procedures and control

processes implemented by the management and reports to the Audit Committee on a quarterly basis or more often

if required.

The Internal Auditors undertook regular and systematic review of the existing risk management processes in place

within the Group and assessing the effectiveness of the internal control. The risk profile and control measures are then

raised to the Audit Committee. The Risk Management Committee assists the Board and the Audit Committee to identify

the critical risks that the Group faces and the management action plans to manage the risks on an ongoing basis.

OTHER RISKS AND CONTROl pROCESS

Apart from risk management and internal audit, the Board has put in place an organizational structure with formally

defined lines of responsibility and delegation of authority. A process of hierarchical reporting has been established

which provides for a documented and auditable trail of accountability.

The Board is provided with timely monthly financial information which includes key performance and risk indicators.

This includes, amongst others, the monitoring of results against budget, with major variances being followed up and

management action taken, where necessary. Where areas of improvement in the system are identified, the Board

considers the recommendations made by the Audit Committee and the Risk Management Committee.

The External Auditors have reviewed this Statement on Internal Control and is of the opinion that the Statement

appropriately reflects the process adopted by the Board in reviewing the adequacy and integrity of the system of

internal control.

BOARD’S CONClUSION

Based on the above, the Board is pleased to disclose that the Group’s internal control system are sufficiently in line

with the Code and Guidance. No significant control failings or weaknesses that would result in material losses and

require disclosure in the Group’s Annual Report were identified during the review.

The Board of Directors is required under Paragraph 15.27(a) of the Bursa Malaysia Securities Berhad Listing Requirements

to issue a statement explaining their responsibility in the preparation of the annual financial statements.

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year which give

a true and fair view of the state of affairs of the Group and of the Company as at the end of the financial year and the

Statement on Internal Control (cont’d)

Annual Report 2007

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results of the operations, changes in equity and cash flows of the Group and of the Company for the financial year.

In preparing those financial statements, the Directors are required to: -

• use appropriate accounting policies and consistently apply them;

• make judgements and estimates that are reasonable and prudent; and

• state whether applicable approved accounting standards have been followed, subject to any material departures

disclosed and explained in the financial statements.

The Directors are responsible for keeping proper accounting records, which disclose with reasonable accuracy at

any time the financial position of the Group and of the Company and to enable them to ensure that the financial

statements comply with the Companies Act, 1965.

Directors’ Responsibility Statement

Annual Report 2007

26

The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the

Company for the financial year ended 30 September 2007.

PRINCIPAL ACTIVITIES

The principal activities of the Company are engaged in investment holding and providing project and building

management.

The principal activities of the subsidiary companies and associated companies are stated in Note 7 and Note 8 to

the financial statements respectively.

There have been no significant changes in the nature of these activities during the financial year.

RESULTS

Group Company RM RM

Profit before taxation 78,390,690 52,311,918

Taxation (17,570,602) (14,442,094)

Profit for the year 60,820,088 37,869,824

Attributable to:

Equity holders of the Company 60,820,193 37,869,824

Minority interest (105) –

60,820,088 37,869,824

In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year

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

DIVIDENDS

Since the end of the previous financial year, the Company declared a first interim dividend of 5.0 sen less 27% tax

per ordinary share of RM1.00 each amounting to RM7,717,362/- in respect of the current financial year which was

paid on 24 October 2007.

The Directors do not recommend any final dividend payment for the current financial year.

RESERVES AND PROVISIONS

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

financial statements.

Directors’ Report

Annual Report 2007

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BAD AND DOUBTFUl DEBTS

Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took

reasonable steps to ascertain that action had been taken in relation to the writing off of bad debts and the making of

provisions for doubtful debts, and have satisfied themselves that all known bad debts had been written off and that

adequate provision had been made for doubtful debts.

At the date of this report, the Directors of the Group and of the Company are not aware of any circumstances which

would render the amount written off for bad debts, or the amount of the provision for doubtful debts in the financial

statements of the Group and of the Company inadequate to any substantial extent.

CURRENT ASSETS

Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took

reasonable steps to ensure that any current assets which were unlikely to realise in the ordinary course of business

their values as shown in the accounting records of the Group and of the Company have been written down to an

amount which they might be expected so to realise.

At the date of this report, the Directors are not aware of any circumstances which would render the values attributed

to the current assets in the financial statements of the Group and of the Company misleading.

VAlUATION METHODS

At the date of this report, the Directors are not aware of any circumstances which have arisen which render

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

or inappropriate.

CONTINGENT AND OTHER lIABIlITIES

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

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

which secures the liabilities of any other person, or

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

year.

No contingent liability or other liability of the Group or of the Company has become enforceable, or is likely to

become enforceable within the period of twelve months after the end of the financial year which, in the opinion of

the Directors, will or may substantially affect the ability of the Group or of the Company to meet their obligations

as and when they fall due.

Directors’ Report (cont’d)

Annual Report 2007

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CHANGE OF CIRCUMSTANCES

At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or

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

statements misleading.

ITEMS OF AN UNUSUAl NATURE

In the opinion of the Directors:-

(i) the results of the operations of the Group and of the Company for the financial year were not substantially

affected by any item, transaction or event of a material and unusual nature.

(ii) there has not arisen in the interval between the end of the financial year and the date of this report any item,

transaction or event of a material and unusual nature likely to affect substantially the results of the operations

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

ISSUE OF SHARES

During the year, the following issues of shares were made by the Company:-

Class Number Terms of Issue purpose of Issue

Ordinary shares of RM1/- each 2,653,103 Cash Exercised of Employees’ Share Option SchemeOrdinary shares of RM1/- each 1,688,535 Cash Exercised of Warrants

WARRANTS

On 20 November 2002, the Company created 23,750,000 warrants pursuant to the rights issue of 23,750,000 new

ordinary shares of RM1/- each.

Each warrant entitles its registered holder to subscribe for 1 new ordinary share in the Company at the Exercise Price

of RM1.35 per share at any time during the Exercise Period. The Exercise Period commenced on 20 November 2002,

being the date of issue and will mature on 21 November 2007. The Exercise Price of RM1.35 per share is subject to

adjustments as provided under the Deed Poll dated 9 October 2002.

On 27 August 2004, the Company adjusted the exercise price and the number of outstanding warrants as specified in the

Deed Poll dated 9 October 2002 pursuant to the bonus issue of 48,769,583 new ordinary shares of RM1/- each.

The details of the adjustments on the exercise price and the number of outstanding warrants are as follows:-

Before Bonus After Bonus Issue Issue

Exercise price RM1.35 RM1.01

Number of outstanding warrants 23,702,250 31,603,000


Annual Report 2007

��

WARRANTS (cont’d)

The additional 7,900,750 warrants were issued on the basis of 1 additional warrant for every 3 existing warrants held.

The summary of the movements of warrants eligible to subscribe for new ordinary shares of RM1/- each are as follows:-

Number of Warrants Exercise price per Share At AtRM 1 October Exercised 30 September

1.01 31,603,000 (1,688,535) 29,914,465

Subsequent to the financial year end, the Company has further issued 29,454,670 new ordinary shares of RM1/- each pursuant to the warrants. The remaining unexercised warrants of 459,795 had lapsed and became null and void on 21 November 2007.

EMplOYEES’ SHARE OpTION SCHEME (“ESOS”)

The Group’s ESOS was approved by the Securities Commission (“SC”) on 13 December 2000, and shall be in force for a period of 5 years commencing from 8 October 2002.

The ESOS was approved by the shareholders at an Extraordinary General Meeting held on 3 June 2002.

The main features of the ESOS are:-

(a) eligible persons are employees and executive directors of the Group who have been confirmed in service and served for at least a continuous period of 12 months and have attained the age of 18 years prior to the Date of Offer. The Date of Offer being the date when an offer in writing is made to eligible employees to participate in ESOS. The eligibility for participation in the ESOS shall be at the discretion of the ESOS Committee appointed by the Board of Directors;

(b) the maximum amount of shares available under ESOS shall not be more than ten percent of the issued and paid-up ordinary share capital of the Company at any point of time during the existence of the ESOS;

(c) not more than fifty percent of the shares available under the ESOS shall be allocated in aggregate to executive directors and senior management;

(d) not more than ten percent of the shares available under the ESOS would be allocated to any individual executive director or eligible employee, who either singly or collectively through his/her associates holds twenty percent or more of the issued and paid-up share capital of the Company;

(e) no option shall be granted for less than 100 shares or such other board lot as may be permitted by legislation or regulation nor exceed the maximum allowable amount to any eligible employee. The option may be exercised in full or in such lesser number of ordinary shares provided that the number shall be in multiples of 100 or such other board lot as may be permitted by legislation or regulation;


Annual Report 2007

�0

EMplOYEES’ SHARE OpTION SCHEME (“ESOS”) (cont’d)

(f) the ESOS subscription price for each ordinary share shall be at a discount of not more than 10% from the weighted average market quotation as shown in the Daily Official List issued by the Bursa Malaysia Securities Berhad for the five market days immediately preceding the Date of Offer or at the par value of the shares of the Company, whichever is higher; and

(g) the ordinary shares to be allotted upon exercise of the option will, upon allotment and issue, rank pari passu in all respects with the existing issued and paid-up ordinary shares of the Company.

On 27 August 2004, the Company adjusted the exercise price and the number of unexercised share options pursuant

to the bonus issue of 48,769,583 new ordinary shares of RM1/- each.

The details of the adjustments on the exercise price and the number of unexercised share options are as follows:-

Before Bonus Issue After Bonus Issue Tranche 1 Tranche 2 Tranche 1 Tranche 2

Exercise price RM1.22 RM1.87 RM1.00 RM1.40

Number of unexercised ESOS 761,000 2,052,000 1,014,667 2,736,000

The additional 937,667 share options were issued on the basis of 1 additional share option for every 3 existing share

options held.

The summary of the movements of ESOS are as follows:-

2007 Number of Unissued Ordinary Shares Under ESOS Exercise Date Expiry price At AtTranche Granted Date per Share 1.10.06 Granted Exercised lapsed 30.9.07 RM 1 7.7.03 7.10.07 1.00 993,335 – (937,935) (5,333) 50,067

2 9.2.04 7.10.07 1.40 2,345,333 – (1,715,168) (27,999) 602,166

2006

Exercise Date Expiry price At AtTranche Granted Date per Share 1.10.05 Granted Exercised lapsed 30.9.06 RM 1 7.7.03 7.10.07 1.00 1,014,667 – – (21,332) 993,335

2 9.2.04 7.10.07 1.40 2,736,000 – – (390,667) 2,345,333

Subsequent to the financial year end, the Company has further issued 203,499 new ordinary shares of RM1/- each

pursuant to the ESOS. The remaining unexercised ESOS of 448,734 had lapsed and became null and void on 7

October 2007.


Annual Report 2007

�1

DIRECTORS OF THE COMpANY

The Directors in office since the date of the last report are:-

TAN SRI DATO’ LEE KIM SAI @ LEE HOO


DATUK CHEN LOK LOI

CHEN FOOK WAH

CHIN NAM ONN

OTHMAN BIN SONOH

MOHAMMED CHUDI BIN HAJI GHAZALI

MOHAMED BIN ISMAIL

CHEN YING @ CHIN YING

The Directors in office at year end who have an interest in the ordinary shares, warrants and share options pursuant

to ESOS of the Company and ordinary shares of the subsidiary company are as stated below:-

(a) Shareholdings in the Company

- Metro Kajang Holdings Berhad Number of Ordinary Shares of RM1/- Each Exercised At of Warrants/ At 1.10.06 ESOS Bought Sold 30.9.07 Direct Interest

Dato’ Chen Kooi Chiew

@ Cheng Ngi Chong 849,333 266,667 – – 1,116,000

Datuk Chen Lok Loi 2,264,000 1,240,001 – – 3,504,001

Chen Fook Wah 50,000 273,333 85,000 (135,000) 273,333

Chin Nam Onn 112,000 152,000 – – 264,000

Chen Ying @ Chin Ying – – 3,000 (3,000) –

Othman Bin Sonoh 14,667 – – – 14,667

Mohammed Chudi Bin

Haji Ghazali – – 10,000 – 10,000

Indirect Interest

Tan Sri Dato’ Lee Kim Sai

@ Lee Hoo * 1,025,333 172,000 – – 1,197,333


@ Cheng Ngi Chong ** 85,418,723 – 3,700,000 – 89,118,723

Datuk Chen Lok Loi *** 82,478,056 – 3,700,000 – 86,178,056

Chen Fook Wah *** 82,478,056 – 3,700,000 – 86,178,056

Chen Ying @ Chin Ying ** 83,070,056 266,666 3,700,000 (183,800) 86,852,922


Annual Report 2007

��

DIRECTORS OF THE COMpANY (cont’d)

(b) Warrants in the Company

- Metro Kajang Holdings Berhad Number of Warrants At At 1.10.06 Bought Sold Exercised 30.9.07

Direct Interest


@ Cheng Ngi Chong 247,001 – (40,000) – 207,001

Datuk Chen Lok Loi 377,334 596,001 – (973,335) –

Chen Fook Wah 6,667 – – (6,667) –

Chin Nam Onn 18,667 – – (18,667) –

Chen Ying @ Chin Ying 20,667 – – – 20,667

Indirect Interest

Tan Sri Dato’ Lee Kim Sai

@ Lee Hoo * 172,000 – – (172,000) –


@ Cheng Ngi Chong ** 14,294,711 – – – 14,294,711

Datuk Chen Lok Loi *** 13,914,044 – – – 13,914,044

Chen Fook Wah *** 13,914,044 – – – 13,914,044

Chen Ying @ Chin Ying ** 14,012,711 – – – 14,012,711

(c) Share Options pursuant to ESOS

Number of Options over Ordinary Shares of RM1/- Each Exercise price At At Tranche RM 1.10.06 Granted Exercised 30.9.07

Dato’ Chen Kooi Chiew 1 1.00 133,333 – (133,333) –

@ Cheng Ngi Chong 2 1.40 133,334 – (133,334) –

Datuk Chen Lok Loi 1 1.00 133,333 – (133,333) –

2 1.40 133,333 – (133,333) –

Chen Fook Wah 1 1.00 133,333 – (133,333) –

2 1.40 133,333 – (133,333) –

Chin Nam Onn 1 1.00 133,333 – (133,333) –

2 1.40 133,333 – – 133,333

Chen Ying @ Chin Ying 1 1.00 133,333 – (133,333) –

2 1.40 133,333 – (133,333) –


Annual Report 2007

��

DIRECTORS OF THE COMpANY (cont’d)

(d) Shareholdings in the Subsidiary Company

- Srijang Kemajuan Sdn. Bhd.

Number of Ordinary Shares of RM1/- Each At At 1.10.06 Bought Sold 30.9.07 Direct Interest


@ Cheng Ngi Chong 1 – – 1

Chen Ying @ Chin Ying 1 – – 1

* Shares/warrants held through a nominee company

** Shares/warrants held through corporations in which directors have substantial financial interest and through

nominee companies

*** Shares/warrants held through a corporation in which directors have substantial financial interest

The Directors in office at year end who have an interest in the shares of the Company as disclosed above are also deemed

to have an interest in the shares of the subsidiary companies to the extent of the shareholdings of the Company.

Other than the above, none of the other directors in office at the year end held any interest in the shares of the

Company or its subsidiary companies.

SIGNIFICANT EVENTS

Significant events during the year are disclosed in Note 47 to the financial statements.

SUBSEQUENT EVENTS

Significant events subsequent to the financial year are disclosed in Note 48 to the financial statements.

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director of the Company has received or become entitled to receive any

benefit (other than those shown as directors’ fees, other emoluments and benefits-in-kind in the financial statements)

by reason of a contract made by the Company or a related corporation with the Director or with a firm of which the

Director is a member, or with a company in which the Director has a substantial financial interest.

Neither during nor at the end of the financial year, was the Company a party to any arrangements whose object is to

enable the Directors to acquire benefits by means of the acquisition of shares in or debentures of the Company or

any other body corporate except for the ESOS as mentioned above.


Annual Report 2007

��

AUDITORS

The auditors, Messrs. Moore Stephens, have expressed their willingness to continue in office.

On Behalf of the Board

DATO’ CHEN KOOI CHIEW

@ CHENG NGI CHONG

DATUK CHEN lOK lOI

Kuala Lumpur

28 December 2007


Annual Report 2007

��

We, the undersigned, being two of the Directors of the Company, state that in the opinion of the Directors, the

financial statements as set out on pages 37 to 131, are drawn up in accordance with the provisions of the Companies

Act, 1965 and applicable MASB Approved Accounting Standards for Entities Other Than Private Entities in Malaysia

so as to give a true and fair view of the state of affairs of the Group and of the Company as at 30 September 2007

and of the results of the operations, changes in equity and cash flows of the Group and of the Company for the year

ended on that date.

On Behalf of the Board

DATO’ CHEN KOOI CHIEW

@ CHENG NGI CHONG

DATUK CHEN lOK lOI

Kuala Lumpur

28 December 2007

Statutory Declaration

I, Mah Swee Buoy, being the person primarily responsible for the financial management of the Company, do solemnly

and sincerely declare that the financial statements as set out on pages 37 to 131 are to the best of my knowledge and

belief, correct and I make this solemn declaration conscientiously believing the same to be true and by virtue of the

provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared at )

Kuala Lumpur in the Federal Territory )

On 28 December 2007 ) MAH SWEE BUOY

Before me

S.MASOHOOD OMAR (W.354)

Commissioner for Oaths

Statement by Directors

Annual Report 2007

��

We have audited the financial statements set out on pages 37 to 131.

The preparation of these financial statements are the responsibility of the Company’s directors.

It is our responsibility to form an independent opinion, based on our audit, on those financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility towards any other person for the content of this report.

We conducted our audit in accordance with the approved standards on auditing in Malaysia. These standards require that we plan and perform the audit to obtain all the information and explanations, which we considered necessary to provide us with sufficient evidence to give reasonable assurance that the financial statements are free of material misstatement. Our audit includes examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. Our audit includes an assessment of the accounting principles used and significant estimates made by the Directors as well as evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit provides a reasonable basis for our opinion.

In our opinion:-

(a) the financial statements have been prepared in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards for Entities Other Than Private Entities in Malaysia so as to give a true and fair view of:-

(i) the matters required by Section 169 of the Companies Act, 1965, to be dealt with in the financial statements of the Group and of the Company; and

(ii) the state of affairs of the Group and of the Company as at 30 September 2007 and of the results of the operations, changes in equity and cash flows of the Group and of the Company for the year ended on that date;

and

(b) the accounting and other records and the registers required by the Companies Act, 1965, to be kept by the Company and its subsidiary companies of which we have acted as auditors have been properly kept in accordance with the provisions of the said Act.

The names of the subsidiary companies of which we have not acted as auditors are indicated in Note 7 to the financial statements. We have considered the financial statements of these subsidiary companies and the auditors’ report thereon.

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

The auditors’ reports on the financial statements of the subsidiary companies were not subject to any qualification and in respect of subsidiary companies incorporated in Malaysia, did not include any comment made under Section 174(3) of the Companies Act, 1965.

MOORE STEpHENS CHONG TET ONCHARTERED ACCOUNTANTS 370/04/08 (J/PH)(AF.0282) PARTNER

Kuala Lumpur28 December 2007

Report of the Auditors to the Membersof Metro Kajang Holdings BerHad

Annual Report 2007

��

2007 2006 NOTE RM RM (Restated)ASSETS

Non-current assets

Property, plant and equipment 4 79,096,608 78,195,192

Prepaid land lease payments 5 18,891,757 19,238,584

Investment properties 6 167,869,091 140,837,728

Interest in associated companies 8 38,734,010 26,545,700

Amount owing by associated company 10 – 10,450

Other investments 11 254,800 2,576,800

Intangible assets 12 1,304,463 1,274,463

Land held for property development 13 200,239,690 139,371,051

Loans and advances 14 434,360 490,800

Land held for joint development 15 5,518,034 6,240,101

Capital work-in-progress 16 616,919 30,805,630

Deferred tax assets 17 9,565,689 11,992,100

522,525,421 457,578,599Current assets

Property development costs 18 89,372,646 91,230,955

Inventories 19 9,750,482 8,654,789

Amount due from customers for construction

contracts 20 12,234,466 6,064,429

Receivables, deposits and prepayments 21 137,955,253 105,584,504

Tax assets 22 2,312,013 1,192,438

Cash and bank balances 23 44,710,967 31,134,158

296,335,827 243,861,273

Non-current assets classified as held for sale 24 29,012,700 –

TOTAl ASSETS 847,873,948 701,439,872

Consolidated Balance SheetAs At �0 September �00�

Annual Report 2007

��

2007 2006 NOTE RM RM (Restated)EQUITY AND lIABIlITIES

Equity

Share capital 25 199,419,971 195,078,333

Reserves 26 340,240,690 298,622,825

539,660,661 493,701,158

Minority interest 50 155

Total Equity 539,660,711 493,701,313

Non-current liabilities

Hire purchase payables 27 1,729,705 1,039,956

Deferred tax liabilities 17 33,409,229 21,783,700

Long term borrowings 28 95,146,723 46,004,503

Long term payables 29 – 10,847,160

130,285,657 79,675,319

Current liabilities

Trade and other payables and accruals 30 71,685,688 84,502,497

Provisions 31 5,115,097 5,086,890

Hire purchase payables 27 749,307 523,210

Dividend payable 32 7,717,362 –

Short term borrowings 33 52,777,019 22,855,304

Bank overdrafts 34 20,779,598 6,589,218

Taxation 2,372,838 8,506,121

161,196,909 128,063,240

Liabilities directly associated with non-current

assets classified as held for sale 24 16,730,671 –

Total liabilities 308,213,237 207,738,559

847,873,948 701,439,872

Net tangible assets per share 35 271 SEN 253 SEN

The annexed notes form an integral part of, and should be read in conjunction with, these financial statements.

Consolidated Balance Sheet (cont’d)

Annual Report 2007

��

2007 2006 NOTE RM RM (Restated)

Operating revenue 36 307,791,472 309,798,232

Direct costs 37 (211,488,386) (208,419,738)

Gross profit 96,303,086 101,378,494

Other operating revenue 17,955,672 3,922,621

Sales and marketing costs (4,138,159) (1,740,499)

Administrative costs (31,324,286) (29,148,929)

Other operating costs (6,087,106) (6,419,284)

(41,549,551) (37,308,712)

profit from operations 72,709,207 67,992,403

Finance costs (6,506,828) (2,719,256)

66,202,379 65,273,147

Share in results of associated companies 12,188,311 9,588,489

profit before taxation 38 78,390,690 74,861,636

Taxation 39 (17,570,602) (24,461,866)

profit for the year 60,820,088 50,399,770

Attributable to:-

Equity holders of the Company 60,820,193 50,399,772

Minority interests (105) (2)

60,820,088 50,399,770

Basic Earnings Per Share (Sen) 35 31.12 25.84

Diluted Earnings Per Share (Sen) 35 29.72 25.84


Consolidated Income StatementFor the Year ended �0 September �00�

Annual Report 2007

�0

Consolidated Statement of Changes in equityfor the year ended 30 september 2007

Fore

ign

Exch

ange

pr

oper

ty

Sh

are

Sh

are

Tra

nsla

tion

R

eval

uati

on

Res

erve

on

R

etai

ned

Min

orit

y

Tota

l

C

apit

al

prem

ium

R

eser

ve

Res

erve

C

onso

lidat

ion

pr

ofits

To

tal

Inte

rest

Eq

uity

RM

R

M

RM

R

M

RM

R

M

RM

R

M

RM

At

30.9

.05

(A

s pr

evio

usly

rep

orte

d)

195,

078,

333

2,

504,

996

6,8

53

58,

013,

351

8,5

47,1

18

193,

760,

789

45

7,91

1,44

0

155

457,

911,

595

Effe

ct o

f ado

ptin

g FR

S 11

7

– –

– 57

3,00

0 –

(573

,000

) –

– –

Def

erre

d ta

x re

latin

g to

ado

ptio

n of

FR

S 11

7 (N

ote

17)

– –

– (1

,009

,500

) –

99,7

00

(909

,800

) –

(909

,800

)

At

30.9

.05

(As

rest

ated

)

195,

078,

333

2,5

04,9

96

6,8

53

57,

576,

851

8,5

47,1

18

193,

287,

489

45

7,00

1,64

0

155

45

7,00

1,79

5

Fore

ign

tran

slat

ion

diff

eren

ce fr

om fo

reig

n s

ubsi

diar

y co

mpa

ny

– –

345

,406

–

– –

345,

406

– 34

5,40

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atio

n of

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tion

res

erve

upo

n di

spos

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f f

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old

land

and

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ldin

g

– –

– (5

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,996

) –

5,8

47,9

96

– –

–

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ns/(l

osse

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ot r

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n th

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com

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ent

– –

345

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(5

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5,8

47,9

96

345,

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– 3

45,4

06

19

5,07

8,33

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2,50

4,99

6

352,

259

51

,728

,855

8

,547

,118

19

9,13

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5

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15

5

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347,

201

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tmen

t of s

hare

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min

ority

int

eres

t of s

ubsi

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mpa

ny

– –

– –

– –

– 2

2

Firs

t int

erim

div

iden

d of

5.0

sen

less

28%

tax

per

ord

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y sh

are

in r

espe

ct o

f

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l yea

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ded

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30

Sept

embe

r 20

05

– –

– –

– (7

,022

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) (7

,022

,830

) –

(7,0

22,8

30)

- 3

0 Se

ptem

ber

2006

–

– –

– –

(7,0

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(7,0

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– (7

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et p

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r th

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– –

– –

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99,7

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30.9

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(As

rest

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)

195,

078,

333

2,

504,

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352

,259

51

,728

,855

8

,547

,118

23

5,48

9,59

7

493,

701,

158

15

5

493,

701,

313

Annual Report 2007

�1

Consolidated Statement of Changes in equity (cont’d)

Fore

ign

Exch

ange

pr

oper

ty

Sh

are

Sh

are

Tra

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tion

R

eval

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Res

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RM

R

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R

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30.9

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(A

s pr

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195,

078,

333

2,

504,

996

352

,259

5

2,16

5,35

5 8

,547

,118

23

6,02

4,39

7 4

94,6

72,4

58

155

494

,672

,613

Prio

r ye

ar a

djus

tmen

ts :-

Effe

ct o

f ado

ptin

g FR

S 11

7 –

– –

573

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–

(649

,700

) (7

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– (7

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d ta

x re

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g to

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ptio

n of

FR

S 11

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– (1

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(8

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– (8

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At

30.9

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(As

rest

ated

)

195,

078,

333

2,

504,

996

352

,259

51

,728

,855

8

,547

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23

5,48

9,59

7

493,

701,

158

15

5

493,

701,

313

Effe

ct o

f ado

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g

- FR

S 3

–

– –

– (8

,547

,118

) 8,

547,

118

– –

–

- FR

S 14

0

– –

– (3

1,12

1,51

3)

– 3

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1,51

3 –

– –

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g to

ado

ptio

n of

FR

S 14

0 (N

ote

17)

– –

– (1

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5,76

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– –

(10,

855,

763)

–

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Def

erre

d ta

x re

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g to

ado

ptio

n of

FR

S 11

6 (N

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– (1

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) –

– (1

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) –

(1,2

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00)

195,

078,

333

2,5

04,9

96

352

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8,

522,

279

–

275

,158

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1,61

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5 1

55

481,

616,

250

Fore

ign

tran

slat

ion

diff

eren

ce fr

om fo

reig

n

sub

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pany

–

– (1

02,8

56)

– –

– (1

02,8

56)

– (1

02,8

56)

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es n

ot r

ecog

nise

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the

inco

me

stat

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t –

– (1

02,8

56)

– –

– (1

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56)

– (1

02,8

56)

Bal

ance

car

ried

dow

n

195,

078,

333

2,

504,

996

249

,403

8

,522

,279

–

275

,158

,228

4

81,5

13,2

39

155

48

1,51

3,39

4

Annual Report 2007

��

Fore

ign

Exch

ange

pr

oper

ty

Sh

are

Sh

are

Tra

nsla

tion

R

eval

uati

on

Res

erve

on

R

etai

ned

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Consolidated Statement of Changes in equity (cont’d)

Annual Report 2007

��

2007 2006 NOTE RM RM (Restated)Cash Flows from Operating Activities


Adjustments for:-

Allowance for diminution in value of quoted investments – 176,934Allowance for doubtful debts 68,506 10,083Amortisation of goodwill – 7,307Amortisation of prepaid land lease payments 258,116 259,214Bad debts written off 32,271 9,138Changes in fair value of investment properties (12,920,466) –Depreciation of property, plant and equipment 4,397,221 3,447,761Deposits written off 96,650 –Dividend revenue (356,817) (9,000)Loss on disposal of investment properties 450,759 –Gain on disposal of quoted investments (1,040,628) (44,194)Impairment loss on goodwill – 183,986Impairment loss on investment property – 370,000Impairment loss on land held for property development 3,126,674 1,864,885Interest and financing charges 6,150,652 2,180,057Interest revenue (480,991) (809,061)Write down of inventories 102,454 –Inventories written off – 4,851Land held for property development written off 94,531 –(Gain)/Loss on disposal of property, plant and equipment (358,970) 183,933Landowner’s share of profit 51,247 761,562Negative goodwill recognised – (778,383)Over provision of application for strata titles – (653,414)Property development costs written off 289,924 –Property, plant and equipment written off 96,491 113,932Provision for rectification works – 1,835,000Provision for repairs and maintenance 470,074 496,669Provision for retirement gratuity 550,240 430,080Reversal of allowance for doubtful debts (21,944) (30,517)Allowance/(Reversal) of foreseeable losses for property development 293,659 (151,232)Share in results of associated companies (12,188,311) (9,588,489)

Operating profit before working capital changes 67,552,032 75,132,738Decrease/(Increase) in property development costs 2,959,537 (14,910,811)Decrease/(Increase) in inventories 207,677 (120,828)Increase in net amount due from/to customers for construction contracts (6,170,037) (5,941,368)Increase in trade and other receivables (32,489,792) (38,878,887)(Decrease)/Increase in trade and other payables (23,317,452) 39,079,422

Cash generated from operations carried down 8,741,965 54,360,266

Consolidated Cash Flow StatementFor the Year ended �0 September �00�

Annual Report 2007

��

2007 2006 NOTE RM RM (Restated)

Cash generated from operations brought down 8,741,965 54,360,266

Interest and financing charges paid (8,763,541) (3,660,898)Tax paid (23,806,815) (21,314,467)Tax refund 950,232 237,687Interest received 480,991 809,061

Net cash (used in)/generated from operating activities (22,397,168) 30,431,649 Cash Flows from Investing Activities

Acquisition of subsidiary companies, net of cash acquired 40 – (10,271,970)Acquisition of investment properties – (14,757,728)Disposal of land held for joint development 722,067 439,520Addition to land held for property development (68,835,262) (5,194,670)Capital work-in-progress incurred (17,392,891) (25,579,389)Dividends received 356,817 9,000Proceeds from disposal of an associated company 1 –Proceeds from disposal of investment properties 8,799,241 –Proceeds from disposal of property, plant and equipment 481,137 7,751,853Proceeds from disposal of quoted investments 3,362,628 238,865Purchase of additonal investment in subsidiary (30,000) –Purchase of property, plant and equipment 41 (3,915,854) (2,628,576)Repayments from associated company 10,450 –

Net cash used in investing activities (76,441,666) (49,993,095)

Cash Flows from Financing Activities

Proceeds from bank borrowings 117,153,873 36,108,969Repayments of bank borrowings (23,239,938) (11,758,186)Payments to hire purchase payables (818,154) (512,480)Proceeds from issuance of shares 5,044,591 –Dividend paid – (14,045,660)

Net cash generated from financing activities 98,140,372 9,792,643

(698,462) (9,768,803)Exchange differences 84,891 31,920

Net decrease in cash and cash equivalents (613,571) (9,736,883)Cash and cash equivalents at beginning of the year 24,544,940 34,281,823

Cash and cash equivalents at end of the year 42 23,931,369 24,544,940


Consolidated Cash Flow Statement (cont’d)

Annual Report 2007

��

2007 2006 NOTE RM RM (Restated)ASSETS

Non-current assets

Property, plant and equipment 4 9,744 10,476Investments in subsidiary companies 7 39,004,470 38,272,470Investment in associated company 8 – 1Amount owing by subsidary companies 9 229,452,183 205,190,645

268,466,397 243,473,592Current assets

Receivables, deposits and prepayments 21 187,766 193,112Tax assets 22 103,290 288,891Cash and bank balances 23 13,579,335 689,572 13,870,391 1,171,575

TOTAl ASSETS 282,336,788 244,645,167

EQUITY AND lIABIlITIES

Equity

Share capital 25 199,419,971 195,078,333Reserves 26 63,447,939 32,592,524

Total Equity 262,867,910 227,670,857

liabilities

Non-current liability

Amount owing to subsidiary companies 9 563,333 6,700,000

Current liabilities

Payables and accruals 30 188,183 274,310Dividend payable 32 7,717,362 –Short term borrowings 33 11,000,000 10,000,000

18,905,545 10,274,310


TOTAl EQUITY AND lIABIlITIES 282,336,788 244,645,167


Balance SheetAs At �0 September �00�

Annual Report 2007

��

2007 2006 NOTE RM RM

Operating revenue 36 53,604,135 3,071,253

Other operating revenue 120 44,194

Administrative costs (609,980) (594,030)

Other operating costs (33,295) (52,385)

(643,275) (646,415)

profit from operations 52,960,980 2,469,032

Finance costs (649,062) (156,432)

profit before taxation 38 52,311,918 2,312,600

Taxation 39 (14,442,094) (1,126,929)

profit after taxation 37,869,824 1,185,671


Income StatementFor the Year ended �0 September �00�

Annual Report 2007

��

Investment Share Share Revaluation Retained Total Capital premium Reserve profits Equity RM RM RM RM RM

At 1.10.05 195,078,333 2,504,996 5,589,555 64,890,873 268,063,757

Effect of adopting FRS 127 – – (5,589,555) (21,943,356) (27,532,911)

At 1.10.05 (As restated) 195,078,333 2,504,996 – 42,947,517 240,530,846

First interim dividend of

5.0 sen less 28% tax per

ordinary shares in respect of

financial year ended :-

- 30 September 2005 – – – (7,022,830) (7,022,830)

- 30 September 2006 – – – (7,022,830) (7,022,830)

Net profit for the year – – – 1,185,671 1,185,671

At 30.9.06 (As restated) 195,078,333 2,504,996 – 30,087,528 227,670,857

Allotment of shares pursuant to

- ESOS 2,653,103 686,067 – – 3,339,170

- Warrants 1,688,535 16,886 – – 1,705,421

4,341,638 702,953 – – 5,044,591

First interim dividend of

5.0 sen less 27% tax per

ordinary share in respect of

financial year ended

30 September 2007 – – – (7,717,362) (7,717,362)

Net profit for the year – – – 37,869,824 37,869,824

At 30.9.07 199,419,971 3,207,949 – 60,239,990 262,867,910


Statement of Changes in equityfor the year ended 30 september 2007

Annual Report 2007

��

2007 2006 NOTE RM RM Cash Flows from Operating Activities


Adjustments for:-

Depreciation of property, plant and equipment 2,112 4,682

Dividend revenue (53,457,915) (2,925,033)

Gain on disposal of other investments – (44,194)

Property, plant and equipment written off – 85

Interest and financing charges 584,726 94,435

Operating loss before working capital changes (559,159) (557,425)

Decrease in other receivables 5,346 308,448

(Decrease)/Increase in other payables (86,127) 225,515

Cash used in operations (639,940) (23,462)

Interest and financing charges paid (584,726) (94,435)

Tax refund 177,144 –

Net cash used in operating activities (1,047,522) (117,897)

Cash Flows from Investing Activities

Acquisition of subsidiary companies – (120,000)

Proceeds from disposal of other investments – 238,865

Additional investments in subsidiary companies (732,000) (894,988)

Proceeds from disposal of an associated company 1 –

Advance to an associated company – 92,250

Advances to subsidiary companies (24,261,538) (662,056)

Purchase of property, plant and equipment 41 (1,380) (7,400)

Dividend received 39,024,278 3,546,024

Net cash generated from investing activities 14,029,361 2,192,695

Balance carried down 12,981,839 2,074,798

Cash Flow StatementFor the Year ended �0 September �00�

Annual Report 2007

��

2007 2006 NOTE RM RM

Balance brought down 12,981,839 2,074,798

Cash Flows from Financing Activities

Proceeds from allotment of shares 5,044,591 –

Proceeds from short term borrowings 1,000,000 10,000,000

(Advances to)/Repayments from subsidiary companies (6,136,667) 1,450,000

Dividend paid – (14,045,660)

Net cash used in financing activities (92,076) (2,595,660)

Net increase/(decrease) in cash and bank balances 12,889,763 (520,862)

Cash and bank balances at beginning of the year 689,572 1,210,434

Cash and bank balances at end of the year 42 13,579,335 689,572


Cash Flow Statement (cont’d)

Annual Report 2007

�0

1. CORpORATE INFORMATION

The Company is a public limited company, incorporated and domiciled in Malaysia with its shares listed on the Main Board of the Bursa Malaysia Securities Berhad.

The registered office of the Company is located at Suite 1, 5th Floor, Wisma Metro Kajang, Jalan Semenyih, 43000 Kajang, Selangor Darul Ehsan, Malaysia.

The principal place of business of the Company is located at 5th Floor, Wisma Metro Kajang, Jalan Semenyih, 43000 Kajang, Selangor Darul Ehsan, Malaysia.

The principal activities of the Company are engaged in investment holding and providing project and building management. The principal activities of the subsidiary companies and associated companies are stated in Note 7 and Note 8 to the financial statements respectively. There have been no significant changes in the nature of these activities during the financial year.

The financial statements were authorised for issue in accordance with a resolution passed at the Board of Directors’ meeting held on 28 December 2007.

2. BASIS OF pREpARATION

The financial statements of the Group and Company have been prepared in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved Accounting Standards for Entities Other Than Private Entities issued by the Malaysian Accounting Standards Board (“MASB”).

The measurement bases applied in the preparation of the financial statements of Group and the Company include cost, recoverable amount, fair value, revalued amount and realisable value. Estimates are used in measuring these values.

The individual financial statements of each entity in the Group are measured using the currency of the primary economic environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency. All financial information presented in RM has been rounded to the nearest RM, unless otherwise stated.

The preparation of the financial statements of the Group and of the Company requires management to make assumptions, estimates and judgements that effect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses.

Assumptions and estimates are reviewed on an ongoing basis and are recognised in the period in which the assumption or estimate is revised.

Significant areas of estimation, uncertainty and critical judgements used in applying accounting principles that have significant effect on the amount recognised in the financial statements are as follows:-

(i) Annual testing for impairment of property, plant and equipment (Note 4) - the measurement of the recoverable amount of cash-generating units are determined based on the value-in-use.

Notes to the Financial Statements– 30 september 2007

Annual Report 2007

�1

Notes to the Financial Statements – �0 September �00� (cont’d)

2. BASIS OF pREpARATION (cont’d)

(ii) Depreciation of property, plant and equipment (Note 4) - property, plant and equipment are depreciated on a straight line basis over the assets’ useful lives. Management estimates the useful lives of these property, plant and equipments to be within 5 to 50 years. Changes in the expected level of usage and technological developments could impact the economic useful lives and the residual values of these assets resulting in revision for future depreciation charges.

(iii) Fair value of investment properties (Note 6) - the measurement of the fair value for investment properties performed by management is based on independent professional valuations with reference to current prices in an active market for similar properties in the same location and condition and subject to similar lease and other contracts.

(iv) Deferred tax assets (Note 17) - deferred tax assets are recognised for deductible temporary differences in respect of expenses, unutilised tax losses and unabsorbed capital allowances to the extent that is probable that taxable profit will be available against which the temporary differences can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based on the future financial performance of the subsidiary companies and the Company and on the assumption that there will not be any substantial change (more than 50%) in the shareholdings of the subsidiary companies concerned.

(v) Property development costs (Note 18) - significant judgement is used in determining the stage of completion, the extent of the property development costs incurred, the estimated total property development revenue and costs, as well as the recoverability of the development projects. In making judgements, the Company evaluates based on past experience and work of specialists.

(vi) Construction contracts (Note 20) - significant judgement is used in determining the stage of completion, the extent of the contract costs incurred, the estimated total contract revenue (for contracts other than fixed price contracts) and costs, as well as the recoverability of the contracts. Total contract revenue also includes an estimation of the recoverable estimation works that are recoverable from the customers. In making judgements, the Company evaluates based on past experience and work of specialists.

(vii) Revenue recognition - the percentage of completion method requires the subsidiary companies to estimate the works performed to-date bears as a proportion of the total works to be performed.

3. SIGNIFICANT ACCOUNTING pOlICIES

New and revised FRSs adopted

On 1 October 2006, the Group and Company adopted the following Financial Reporting Standards (“FRS”) issued by the MASB mandatory for accounting periods beginning on or after 1 January 2006 or on 1 October 2006.

FRS 2 Share-based Payment FRS 3 Business Combination FRS 5 Non-current Assets Held for Sale and Discontinued Operations FRS 101 Presentation of Financial Statements FRS 102 Inventories

Annual Report 2007

��


3. SIGNIFICANT ACCOUNTING pOlICIES (cont’d)

New and revised FRSs adopted (cont’d)

FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors FRS 110 Events after the Balance Sheet Date FRS 116 Property, Plant and Equipment FRS 117 Leases FRS 121 The Effects of Changes in Foreign Exchange Rates FRS 124 Related Party Disclosures FRS 127 Consolidated and Separate Financial Statements FRS 128 Investments in Associates FRS 131 Interests in Joint Ventures FRS 132 Financial Instruments : Disclosures and Presentation FRS 133 Earnings per Share FRS 136 Impairment of Assets FRS 138 Intangible Assets FRS 140 Investment Property

The adoption of these FRSs does not have any material financial impact on the Group and Company or any significant changes in accounting policies of the Group and of the Company except as disclosed in Note 50 to the financial statements.

New and revised FRSs, Amendments to FRSs and Issues Committee (“IC”) Interpretations not adopted

For financial periods beginning on or after

FRS 6 Exploration for and Evaluation of Mineral Resource 1 January 2007Amendment to FRS 121 The effects of Changes in Foreign Exchange Rates - net investment in foreign operation 1 July 2007FRS 107 Cash Flow Statements 1 July 2007FRS 111 Construction Contracts 1 July 2007FRS 112 Income Taxes 1 July 2007FRS 118 Revenue 1 July 2007FRS 119 Employee Benefits 1 July 2007FRS 120 Accounting for Government Grants and Disclosure of Government Assistance 1 July 2007FRS 126 Accounting and Reporting by Retirement Benefit Plans 1 July 2007FRS 129 Financial Reporting in Hyperinflationary Economies 1 July 2007FRS 134 Interim Financial Reporting 1 July 2007FRS 137 Provision, Contingent Liabilities and Contingent Assets 1 July 2007IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities 1 July 2007IC Interpretation 2 Members’ Shares in Co-operative Entities and Similar Instruments 1 July 2007IC Interpretation 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds 1 July 2007IC Interpretation 6 Liabilities arising from Participating in a Specific Market-Waste Electrical and Electronic Equipment 1 July 2007

Annual Report 2007

��



New and revised FRSs, Amendments to FRSs and Issues Committee (“IC”) Interpretations not adopted (cont’d)

For financial periods beginning on or after

IC Interpretation 7 Applying the Restatement Approach under FRS 1292004 Financial Reporting in Hyperinflationary Economies 1 July 2007IC Interpretation 8 Scope of FRS 2 1 July 2007FRS 139 Financial Instruments : Recognition and Measurement Yet to be determined

The adoption of FRS 107, 111, 112, 118, 119, 126, 134, 137 and amendment to FRS 121 does not have any significant financial impact on the results and the financial position of the Group and of the Company when these standards become effective to the Group and to the Company.

IC Interpretation 1, 2, 5, 6, 7, 8 and FRS 6, 120 and 129 are not relevant to the Group’s operations.

The Group and the Company have not early adopted FRS 139 - Financial Instruments: Recognition and Measurement, for which MASB has yet to announce the effective date.

The impact of applying this standard on these financial statements upon first adoption of this standard as required by paragraph 30(b) of FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors is not required to be disclosed by virtue of exemption provided under paragraph 103AB of FRS 139.

(a) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and all its subsidiary companies which are disclosed in Note 7 to the financial statements made up to the end of the financial year.

All intragroup balances, transactions and resulting unrealised gains are eliminated on consolidation. Unrealised losses are eliminated on consolidation unless cost cannot be recovered. Consolidated financial statements reflect external transactions only.

The financial statements of subsidiary companies acquired or disposed off during the financial year are included in the consolidated financial statements based on the purchase method from the effective date of acquisition or up to the effective date of disposal respectively. These assets, liabilities and contingent liabilities assumed of a subsidiary company are measured at their fair values at the date of acquisition and these values are reflected in the consolidated balance sheet.

Any excess of the cost of the acquisition over the Group’s interest in fair value of the identifiable assets, liabilities and contingent liabilities assumed represents goodwill. Any excess of the Group’s interest in the fair value of identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised in the income statement.

Minority interests represent the portion of profit or loss and net assets in subsidiary companies not held by

the Group. It is measured at the minority interests’ share of the fair value of net assets at the acquisition

date and the minorities’ share of changes in the equity since then.

Annual Report 2007

��



(a) Basis of Consolidation (cont’d)

The consolidated financial statements are prepared on the basis that excess of losses attributable to minority shareholders over their equity interest will be absorbed by the Group. All profits subsequently reported by the subsidiary companies will be allocated to the Group until the minority shareholders’ share of losses

previously absorbed by the Group has been recovered.

(b) Intangible Assets

i. Goodwill

Goodwill represents the difference between the purchase consideration and the fair value of the Group’s share of net assets of the subsidiary companies at the date of acquisition.

Goodwill is stated at cost less accumulated impairment losses, if any. Impairment test is performed annually. Goodwill is also tested for impairment when indication of impairment exists. Impairment losses recognised are not reversed in subsequent periods.

ii. Other Intangible Assets

Other intangible assets acquired by the Group with indefinite useful lives are capitalised at cost and subject to annual impairment review.

(c) Subsidiary Company

A subsidiary company is a company in which the Group has the power, directly or indirectly, to exercise control over its financial and operating policies so as to obtain benefits from its activities.

Investments in subsidiary companies, which are eliminated on consolidation, are stated at cost less accumulated impairment losses, if any, in the Company’s financial statements. An impairment loss is recognised when there is an impairment in the value of the investments determined on an individual basis and is charged to the income statement as an expense. The difference between net disposal proceeds and its carrying amount is charged or credited to income statement upon disposal of the investment.

(d) Associated Company

An associated company is defined as a company, not being a subsidiary company, in which the Group has a long term equity interest and where it exercises significant influence over the financial and operating policies.

Investments in associated companies are stated at cost less accumulated impairment losses, if any, in the Company’s financial statements.

The Group’s interest in associated companies is stated at cost plus adjustments for post-acquisition changes in the Group’s share of net assets of the associated companies. The Group’s share of post-acquisition results of the associated companies is accounted for using the equity method of accounting in the income statement.

Annual Report 2007

��



(d) Associated Company (cont’d)

The Group’s share of post-acquisition losses is restricted to the carrying value of the investment in that associated company. Should the associated company subsequently reports profits, the Group will only resume to recognise its share of profits after its share of profits equals to its share of losses previously not recognised.

Where audited financial statements of the associated companies are not co-terminous with those of the Group, the share of results is based on a limited review on the financial statements performed by auditors of the associated company made up to the financial year end of the Group.

(e) property, plant and Equipment and Depreciation

Freehold land is stated at valuation less accumulated impairment losses, if any. Buildings are stated at valuation less accumulated depreciation and accumulated impairment losses, if any. Additions subsequent to the date of the last valuation are stated at cost less accumulated depreciation and accumulated impairment losses, if any, except for freehold land which is not depreciated.

All other property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses, if any.

The policy on revaluation of property, plant and equipment is stated in Note 3(h) to the financial statements.

Depreciation is calculated on the straight line method to write off the cost or revalued amount of the property, plant and equipment over their estimated useful lives.

The principal annual rates used for this purpose are:-

Buildings 2% Furniture, fittings and equipment 10% - 20% Motor vehicles 20% Plant and machinery 10% - 20%

The initial cost of operating equipment comprising of linen, crockery and related items are treated as base inventories and depreciated over a period of 5 years. Subsequent replacements are written off in the income statement as and when incurred.

The residual values, useful lives and depreciation methods are reviewed at each financial year-end to ensure that the amount, method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any, and the net carrying amount is recognised in the income statement.

Fully depreciated property, plant and equipment are retained in the financial statements until they are no longer in use and no further charge for depreciation is made in respect of these property, plant and equipment.

Annual Report 2007

��



(f) Impairment of Assets

The carrying amounts of assets other than inventories, assets arising from construction contracts, deferred tax assets, assets arising from employee benefits and financial assets 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. The recoverable amount is the higher of fair value less costs to sell and the value in use, which is measured by reference to discounted future cash flows and is determined on individual asset basis, unless the asset does not generate cash flow that are largely independent of those from other assets. If this is the case, recoverable amount is determined for the cash-generating unit to which the asset belongs to. An impairment loss is recognised whenever the carrying amount of an item of assets exceeds its recoverable amount.

An impairment loss is recognised as an expense in the income statement. However, an impairment loss on revalued assets will be treated as a revaluation deficit to the extent that the loss does not exceed the amount held in revaluation reserve in respect of the same assets.

Any subsequent increase in recoverable amount of an asset, other than goodwill due to a reversal of impairment loss is restricted to the carrying amount that would have been determined (net of accumulated depreciation, where applicable) had no impairment loss been recognised in prior years. The reversal of impairment loss is recognised as revenue in the income statement. However, the reversal of impairment loss on revalued assets will be taken to revaluation reserve to the extent that the reversal does not exceed the amount previously held in revaluation reserve in respect of the same asset.

(g) Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at fair value.

Fair value is arrived at by reference to market evidence of transaction prices for similar properties and is performed by registered independent valuers having an appropriate recognised professional qualification and recent experience in the location and category of the properties being valued.

Gains or losses arising from changes in the fair values of investment properties are recognised in income statement in the year in which they arise.

(h) Revaluation of Freehold land and Buildings

Freehold land and buildings classified under property, plant and equipment held for long term purposes are revalued at least once in every five years based on valuations carried out by independent professional valuers on the open market value basis.

A surplus arising therefrom is credited to revaluation reserve. However, a surplus will be recognised as revenue to the extent that it reverses a revaluation deficit of the same asset previously recognised as an expense. A deficit arising therefrom is recognised as an expense. However, a deficit will be set-off against any related revaluation surplus to the extent that the deficit does not exceed the amount held in revaluation reserve in respect of the same asset.

On disposal of these properties, any surplus in revaluation reserve relating to these properties will be transferred directly to retained earnings.

Annual Report 2007

��



(i) land Held for property Development

Land held for property development are carried at cost less accumulated impairment losses, if any, and classified as non-current assets where no development activities have been carried out or where development activities are not expected to be completed within the normal operating cycle.

Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the normal operating cycle.

(j) property Development Costs

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

that can be allocated on a reasonable basis to such activities. Costs consist of land and construction costs

and other development costs including related overheads and capitalised borrowing costs.

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

and costs are recognised in the income statement by reference to the stage of completion of development

activities at the balance sheet date.

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

is recognised only to the extent of development costs incurred that is probable will be recoverable, and

development costs on properties sold are recognised as an expense in the period in which they are

incurred.

Any expected loss on a development project is recognised as an expense immediately.

Property development cost not recognised as an expense is recognised as an asset, which is measured at

the lower of cost and net realisable value.

Accrued billings as current assets represent the excess of revenue recognised in the income statement over

billings to purchasers. Progress billings as current liabilities represent the excess of billings to purchasers

over revenue recognised in the income statement.

(k) Capital Work-In-progress

Capital work-in-progress consists of expenditure incurred on construction of property, plant and equipment

which take a substantial period of time to be ready for their intended use.

Capital work-in-progress is stated at cost during the period of construction. No depreciation is provided on

capital work-in-progress and upon completion of the construction, the costs will be transferred to property,

plant and equipment and investment properties.

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(l) Inventories

Trading and manufactured inventories and livestock are stated at the lower of cost and net realisable value and are determined on the first-in-first-out or weighted average basis. Cost includes the actual cost of raw materials or purchases and incidentals in bringing the inventories into store and for manufactured inventories and work-in-progress, it also includes direct labour and appropriate production overheads. Cost of completed development properties is determined on specific identification basis and includes land, construction and appropriate development overheads.

Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of completion and the estimated costs necessary to make the sale.

(m) provisions

Provisions are recognised when there is a present obligation as a result of past events, it is probable that

an outflow of resources will be required to settle the obligation, and a reliable estimate of the amount can

be made.

(n) Amount Due From/To Customers for Construction Contracts

Amount due from customers for construction contracts is the net amount of costs incurred plus recognised profits less the sum of recognised losses and progress billings for all contracts in progress for which costs incurred plus recognised profits (less recognised losses) exceed progress billings.

Amount due to customers for construction contracts is the net amount of costs incurred plus recognised profits less the sum of recognised losses and progress billings for all contracts in progress for which progress billings exceed costs incurred plus recognised profits (less recognised losses).

Costs include direct materials, labour, sub-contract costs and attributable construction overheads. Allowance is made for all expected losses on construction contracts.

(o) leases

i. Finance lease

Assets acquired by way of hire purchase or finance lease where the Group assumes substantially all the benefits and risks of ownership are classified as property, plant and equipment.

Finance leases are capitalised at the inception of the lease at the lower of the fair value of the assets and the present value of the minimum lease payments. Each lease payment is allocated between the liability and finance charges so as to achieve a periodic constant rate of interest on the remaining balance. The corresponding rental obligations, net of finance charges, are included in borrowings. The interest element of the finance charge is charged to the income statement over the lease period so as to produce a constant periodic rate of interest on the remaining balance of the liability for each period.

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(o) leases (cont’d)

ii. Operating lease

Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease. The aggregate benefit of incentives provided by the lessor is recognised as a reduction of rental expenses over the lease term on the straight-line basis.

In the case of a lease of land, the minimum lease payments or the up-front payments made represents prepaid land lease payments and are recognised on a straight-line basis over the lease term.

(p) Taxation

Taxation in the income statement represents the aggregate amount of current and deferred tax. Current tax is the expected amount payable in respect of taxable income for the year and any adjustments recognised for prior years’ tax.

Deferred tax is recognised, using the liability method, on all temporary differences between the tax base of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not recognised if the temporary difference arises from goodwill or from the initial recognition of an asset or liability in a transaction, which is not a business combination and at the time of the transaction, affects neither accounting profit nor taxable profit. Deferred tax is measured at the tax rates that are expected to apply in the period in which the assets are realised or the liabilities are settled.

Deferred tax is recognised in equity when it relates to items recognised directly in equity. When deferred tax arises from business combination that is an acquisition, the deferred tax is included in the resulting goodwill.

Deferred tax assets are recognised only to the extent that there are sufficient taxable temporary differences relating to the same taxation authority to offset or when it is probable that future taxable income will be available against which the assets can be utilised.

(q) Employee Benefits

i. Short Term Employee Benefits

Wages, salaries, social security contributions and bonuses are recognised as an expense in the year in which the associated services are rendered by employees of the Group and of the Company. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

ii. Defined Contribution plans

As required by law, companies in Malaysia make contributions to the Employees Provident Fund. The Group’s foreign subsidiary company makes contributions to its country’s statutory pension scheme. Such contributions are recognised as an expense in the income statement as incurred.

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(q) Employee Benefits (cont’d)

iii. Equity Compensation Benefits

The Employees’ Share Option Scheme (“ESOS”) allows the Group’s employees to acquire shares of the Company. When the options are exercised, equity is increased by the amount of the proceeds received.

(r) Interest Capitalisation

Interest incurred on borrowings related to property, plant and equipment, development properties and investment properties is capitalised during the period when activities to plan, develop and construct these assets are undertaken. Capitalisation of borrowing costs ceases when these assets are ready for their intended use or sale.

All other borrowing costs are recognised in income statement in the period in which they are incurred.

(s) Revenue Recognition

Revenue from development properties sold is recognised on the percentage of completion method when the outcome of the development projects can be reliably estimated. The stage of completion is measured by reference to the certified work done to-date or by the proportion that development costs incurred for work performed to-date bear to the estimated total development costs for units sold. Where foreseeable losses on development properties are anticipated, full allowance of those losses is made in the financial statements.

Revenue from the sale of completed development properties is measured at fair value of the consideration received or receivable, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management investment with the goods.

Revenue from construction contracts is recognised on the percentage of completion method when the outcome of the construction contracts can be reliably estimated. The stage of completion is measured by reference to the certified work done to-date or by the proportion that contract costs incurred for work performed to-date bear to the estimated total construction costs. Where foreseeable losses on construction contracts are anticipated, full allowance of those losses is made in the financial statements.

Revenue from sales of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods.

Revenue from services is recognised as and when services are rendered.

Rental revenue is recognised on an accrual basis.

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(s) Revenue Recognition (cont’d)

Interest revenue is recognised on an accrual basis using the effective interest method.

Dividend revenue is recognised when the right to receive the dividend is established.

Interest revenue from hire purchase financing, housing loan and term loan are recognised on an accrual basis as follows:-

(i) interest earned on hire purchase financing is recognised so as to produce a constant periodic rate of interest on the balance for each period. Unearned interest is deducted in arriving at the net balance of the hire purchase debts;

(ii) interest earned on housing loan and term loan is calculated on a monthly rest basis; and

(iii) when an amount becomes non-performing, interest is suspended until it is realised on a cash basis. Customers’ accounts are deemed to be non-performing where repayments are in arrears for more than six months.

(t) Foreign Currencies

i. Transactions in foreign currencies

Transactions in foreign currencies are translated into Ringgit Malaysia at rates of exchange ruling at transaction dates and where settlement had not taken place at the financial year end at the approximate rates ruling as at that date. All gains and losses on foreign exchange are included in the income statement.

ii. Translation of foreign currency financial statements

Assets, liabilities and reserves of foreign subsidiary company are translated into Ringgit Malaysia at the rates of exchange approximating those ruling as at the financial year end. Income and expense items are translated at the average rate of exchange for the financial year. The translation differences arising therefrom are recorded as movements in translation reserve. Upon disposal of a foreign subsidiary company, the accumulative amount of translation differences at the date of disposal of the subsidiary company is taken to the income statement.

Goodwill and fair value adjustments arising from the acquisition of foreign operations on or after 1 October 2006 are translated at the closing rate at the balance sheet date. Goodwill and fair value adjustments which arose from the acquisition of foreign subsidiary companies before 1 October 2006 are deemed to be assets and liabilities of the parent company and are recorded in RM at the rate prevailing at the date of acquisition.

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(u) Non-current Assets Held for Sale

Non-current assets that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale.

Immediately before reclassification as held for sale, the assets are remeasured in accordance with the Group’s accounting policies. Thereafter generally the assets are measured at the lower of their carrying amount and fair value less cost to sell.

Impairment losses on initial classification as held for sale and subsequent gains and losses on remeasurement are recognised in the income statement. Gains are not recognised in excess of any cumulative impairment loss.

(v) Financial Instruments

Financial instruments are classified as assets, liabilities or equity in accordance with the substance of the contractual arrangement. Interest, dividends, losses and gains relating to financial instruments classified as assets or liabilities are reported as expense or revenue. Distributions to holders of financial instruments classified as equity are charged directly to equity. Financial instruments are offset when the Company has a legally enforceable right to offset and intends either to settle on a net basis or to realise the asset and settle the liability simultaneously.

The recognised financial instruments comprise cash and cash equivalents, trade and other receivables, trade and other payables, other non-current investments, bank borrowings and ordinary shares. These instruments are recognised in the financial statements when a contract or contractual arrangement has been entered into with the counter-parties.

The unrecognised financial instruments comprise financial guarantees given to financial institutions and third parties for banking and credit facilities granted to the subsidiary companies. The financial guarantees would be recognised as liabilities when obligations to pay the counter-parties are assessed as being probable.

i. Cash and Cash Equivalents

Cash and cash equivalents comprise cash in hand, bank balances including bank balances held under housing development accounts, fixed deposits, bank overdrafts and short-term, highly liquid investments that are readily convertible to known amount of cash and are subject to an insignificant risk of changes in value.

ii. Receivables

Receivables are stated at cost less allowance for doubtful debts, if any, which are the anticipated realisable values. Known bad debts are written off and specific allowance is made for those debts considered to be doubtful of collection.

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(v) Financial Instruments (cont’d)

iii. payables

Payables are stated at cost which are the fair values of the considerations to be paid in the future for goods and services received.

iv. Other Non-Current Investments

Non-current investments other than investments in subsidiary and associated companies and investment properties are stated at cost less allowance for diminution in value, if any.

On disposal of an investment, the difference between net disposal proceeds and its carrying amount is charged or credited to the income statement.

v. Interest Bearing Bank Borrowings

Interest bearing bank borrowings include hire purchase payables, bank overdrafts, revolving credits and term loans are stated at the amount of proceeds received.

vi. long Term payables

Long term payables are stated based on agreed settlement sums.

vii. Equity Instruments

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

The transaction costs of an equity transaction, other than in the context of a business combination, are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those external costs directly attributable to the equity transaction which would otherwise have been avoided. Cost of issuing equity securities in connection with a business combination is included in the cost of acquisition.

Annual Report 2007

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4. pROpERTY, plANT AND EQUIpMENT

Motor Freehold Vehicles, Furniture, land & plant & Fittings & Buildings Buildings Machinery Equipment Total Group RM RM RM RM RM

Cost/Valuation

At 1.10.06 19,800,000 45,434,754 20,435,392 7,136,801 92,806,947 Transfer from capital work-in-progress (Note 16) – – 490,910 61,774 552,684 Transfer to investment properties (Note 6) – (1,000,000) – – (1,000,000) Additions 220,787 120,389 2,976,275 2,332,403 5,649,854 Disposals – – (1,991,350) (29,167) (2,020,517) Written off – – (12,846) (253,619) (266,465) Reclassification 65,636 – – (65,636) – Exchange difference – (71,060) (55,361) (16,533) (142,954)

At 30.9.07 20,086,423 44,484,083 21,843,020 9,166,023 95,579,549

Accumulated Depreciation At 1.10.06 82,616 697,745 9,597,356 4,234,038 14,611,755 Charge for the year 140,282 965,382 2,559,630 731,927 4,397,221 Transfer to investment properties (Note 6) – (413,793) – – (413,793) Disposals – – (1,893,022) (5,328) (1,898,350) Written off – – (4,687) (165,287) (169,974) Reclassification 1,643 – – (1,643) – Exchange difference – (5,295) (27,460) (11,163) (43,918)

At 30.9.07 224,541 1,244,039 10,231,817 4,782,544 16,482,941 Net Book Value

At 30.9.07 19,861,882 43,240,044 11,611,203 4,383,479 79,096,608

Annual Report 2007

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4. pROpERTY, plANT AND EQUIpMENT (cont’d)

Motor Freehold Vehicles, Furniture, land & plant & Fittings & Buildings Buildings Machinery Equipment Total Group RM RM RM RM RM

Cost/Valuation

At 1.10.05 19,300,000 42,253,214 19,096,367 6,642,857 87,292,438

Transfer from capital

work-in-progress (Note 16) – 2,660,146 84,800 3,425 2,748,371

In respect of subsidiary

companies acquired 8,500,000 – 382,909 96,346 8,979,255

Additions – 367,817 2,054,384 825,375 3,247,576

Disposals (8,000,000) (124,966) (1,222,355) (147,334) (9,494,655)

Written off – – (13,638) (290,127) (303,765)

Exchange difference – 278,543 52,925 6,259 337,727

At 30.9.06 19,800,000 45,434,754 20,435,392 7,136,801 92,806,947

Accumulated Depreciation

At 1.10.05 – – 8,960,556 3,903,358 12,863,914

Charge for the year 102,283 774,798 1,929,925 640,755 3,447,761


companies acquired – – 20,707 3,834 24,541

Disposals (19,667) (74,039) (1,331,972) (133,191) (1,558,869)

Written off – – (5,859) (183,974) (189,833)

Exchange difference – (3,014) 23,999 3,256 24,241

At 30.9.06 82,616 697,745 9,597,356 4,234,038 14,611,755

Net Book Value

At 30.9.06 19,717,384 44,737,009 10,838,036 2,902,763 78,195,192

The freehold and leasehold land and buildings were revalued in 2005 by the Directors based on independent

professional valuations on the open market value basis.

Annual Report 2007

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Motor Vehicles, Furniture, Freehold plant & Fittings & land Buildings Machinery Equipment Total Group RM RM RM RM RM Analysis of Cost and Valuation

2007

At valuation - 2005 8,200,000 44,440,529 – – 52,640,529 At cost 5,500,000 6,429,977 21,843,020 9,166,023 42,939,020

13,700,000 50,870,506 21,843,020 9,166,023 95,579,549

Net Book Value


13,700,000 49,401,926 11,611,203 4,383,479 79,096,608

Analysis of Cost and Valuation

2006


13,700,000 51,534,754 20,435,392 7,136,801 92,806,947

Net Book Value


13,700,000 50,754,393 10,838,036 2,902,763 78,195,192

The net book value of revalued assets had they been carried at cost would have been as follows:-

Group 2007 2006 RM RM

Buildings 36,803,249 37,463,176

Freehold land and buildings 4,372,450 4,475,235

41,175,699 41,938,411

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Included in the above property, plant and equipment are:-

(a) Motor vehicles, plant and machinery are analysed as follows:-

Motor plant & Vehicles Machinery Total RM RM RM 2007

At cost 9,749,330 12,093,690 21,843,020 Accumulated depreciation (5,889,344) (4,342,473) (10,231,817)

Net book value 3,859,986 7,751,217 11,611,203

2006

At cost 9,132,208 11,303,184 20,435,392 Accumulated depreciation (6,377,790) (3,219,566) (9,597,356) Net book value 2,754,418 8,083,618 10,838,036

(b) Property, plant and equipment pledged for bank guarantee and credit facilities granted to certain subsidiary companies as mentioned in Note 28 to the financial statements are as follows:-


Cost/Valuation

Buildings 44,484,083 20,804,754

Motor vehicles, plant and machinery 9,995,032 9,815,406

Furniture, fittings and equipment 1,406,028 1,309,467

55,885,143 31,929,627

Net Book Value

Buildings 43,240,044 20,446,691

Motor vehicles, plant and machinery 6,491,511 7,391,842

Furniture, fittings and equipment 479,635 514,106

50,211,190 28,352,639

Annual Report 2007

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(c) Motor vehicles under hire purchase financing are as follows:-


Cost 6,092,036 3,796,246

Net Book Value 3,402,246 2,059,537

Furniture, Motor Fittings & Vehicle Equipment Total Company RM RM RM

Cost

At 1.10.06 605,300 108,434 713,734 Additions – 1,380 1,380

At 30.9.07 605,300 109,814 715,114

Accumulated Depreciation

At 1.10.06 605,299 97,959 703,258 Charge for the year – 2,112 2,112

At 30.9.07 605,299 100,071 705,370

Net Book Value

At 30.9.07 1 9,743 9,744

Cost

At 1.10.05 605,300 101,189 706,489 Additions – 7,400 7,400 Written off – (155) (155)

At 30.9.06 605,300 108,434 713,734

Accumulated depreciation

At 1.10.05 605,299 93,347 698,646 Charge for the year – 4,682 4,682 Written off – (70) (70)

At 30.9.06 605,299 97,959 703,258

Net Book Value At 30.9.06 1 10,475 10,476

Annual Report 2007

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5. pREpAID lAND lEASE pAYMENTS


At 1 October 19,238,584 19,497,798

Amortisation during the year (258,116) (259,214)

Exchange differences (88,711) –

At 30 September 18,891,757 19,238,584

Analysed as follows:-

Long term leasehold land 15,518,233 15,694,256

Short term leasehold land 3,373,524 3,544,328

18,891,757 19,238,584

The short term leasehold land of the Group has an unexpired lease period of less than 50 years whereas the

long term leasehold land of the Group has an unexpired lease period of more than 50 years.

The long term and short term leasehold land of RM15,518,233/- (2006 : RM9,400,956/-) and RM3,373,524/-

(2006 : RM3,544,328/-) respectively are pledged as securities for banking facilities granted to the Group as

disclosed in Note 28 to the financial statements.

The leasehold land was revalued in 2005 by independent professional valuers to reflect the market value on

existing use basis. As allowed by the transitional provision of FRS 117, where the leasehold land had been

previously revalued, the unamortised revalued amount of leasehold land is retained as the surrogate cost of

prepaid land lease payments and is amortised over the remaining lease term of leasehold land.

6. INVESTMENT pROpERTIES


At 1 October 140,837,728 126,450,000

Additions 490,800 14,757,728

Disposals (9,250,000) –

Transfer from property, plant and equipment (Note 4) 586,207 –

Transfer from land held for property development (Note 13 & 18) 3,307,001 –

Transfer from capital work-in-progress (Note 16) 47,989,589 –


Annual Report 2007

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6. INVESTMENT pROpERTIES (cont’d)


Balance brought down 183,961,325 141,207,728

Add/(Less) :-

Impairment loss – (370,000)

Changes in fair value 12,920,466 –

Reclassified as non-current assets held for sale (Note 24 (a)) (29,012,700) –

At 30 September 167,869,091 140,837,728

Freehold land and Building

Freehold land

- at fair value/valuation 7,140,000 6,875,000

Freehold building


12,370,000 12,150,000

Less : Impairment loss – (370,000)

12,370,000 11,780,000

leasehold land and Buildings

Leasehold land


Leasehold buildings


- at cost – 14,757,728

155,499,091 129,057,728

167,869,091 140,837,728

Certain investment properties of the Group were revalued in 2005 by the Directors based on independent

professional valuations on the open market value basis.

Included in the above are leasehold land and buildings amounting to RM142,180,132/- (2006 :

RM106,757,728/-) pledged for credit facilities granted to subsidiary companies as mentioned in Note 28 to

the financial statements.

Annual Report 2007

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7. INVESTMENTS IN SUBSIDIARY COMpANIES

Company 2007 2006 RM RM (Restated)

Unquoted shares, at cost 16,854,188 16,854,188

At valuation

As previously stated 48,951,193 48,951,193 Effect of adopting FRS 127 (27,532,911) (27,532,911) As restated 21,418,282 21,418,282

At cost 38,272,470 38,272,470 Additions 732,000 –

39,004,470 38,272,470

The subsidiary companies are as follows:-

Effective Country of Equity Name of Company Incorporation principal Activities Interest 2007 2006

Aliran Perkasa Sdn. Bhd. Malaysia Property development 100% 100% Cekap Corporation Berhad Malaysia Property development, operating a 100% 100% recreational club, project and marketing management services Dapat Jaya Builder Sdn. Bhd. Malaysia Building and civil works contracting 100% 100% and project management services Detik Merdu Sdn. Bhd. Malaysia Investment holding 100% 100% Gabung Wajib Sdn. Bhd. Malaysia Property development 100% 100% Global Retreat (MM2H) Sdn. Bhd. Malaysia An agent for the Malaysia My 100% 100% Second Home Programme Intelek Kekal (M) Sdn. Bhd. Malaysia Building and civil works contracting 100% 100% Kajang Healthcare Corporation Malaysia Dormant 100% 100% Sdn. Bhd. Kajang Resources Corporation Sdn. Bhd. Malaysia Property development 100% 100% Kumpulan Indah Bersatu Malaysia Property development 100% 100% Sdn. Bhd. MKM Bioindustry Sdn. Bhd. Malaysia Agricultural business 75% 75% Makin Jernih Sdn. Bhd. Malaysia Investment holding 80% 80% Metro Kajang Construction Malaysia Building and civil works contracting 100% 100% Sdn. Bhd. and project and building management services

Annual Report 2007

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7. INVESTMENTS IN SUBSIDIARY COMpANIES (cont’d)

The subsidiary companies are as follows:- (cont’d)


Metro Kajang Credit Corporation Malaysia Money lending, hire purchase 100% 100% Sdn. Bhd. and leasing finance Metro Kajang Food Industries Malaysia Dormant 100% 100% Sdn. Bhd. Metro Kajang Management Malaysia Management, secretarial services 100% 100% Sdn. Bhd. and insurance agency Metro Kajang Trading Sdn. Bhd. Malaysia Trading of building materials 100% 100% and household related products Metro Kajang (Oversea) Sdn. Bhd. Malaysia Investment holding 100% 100% Metro Tiara (M) Sdn. Bhd. Malaysia Dormant 100% 100% My Fresh Bioindustry Sdn. Bhd. Malaysia Ceased operation 85% 85% PNSB-GK Resort (JV) Berhad Malaysia Property development 100% 100% Perkasa Bernas (M) Sdn. Bhd. Malaysia Property development 100% 70% Rumus Mewah Sdn. Bhd. Malaysia Property development 70% 70% Serba Sentosa Sdn. Bhd. Malaysia Property development 100% 100% Srijang Indah Sdn. Bhd. Malaysia Property investment and 100% 100% management and investment holding Srijang Kemajuan Sdn. Bhd. Malaysia Property development and 99.99% 99.99% property investment Vast Marketing & Services Malaysia Trading and marketing 100% 100% Sdn. Bhd.

Subsidiary Companies of Cekap Corporation Berhad

Gerak Teguh Sdn. Bhd. Malaysia Property development 100% 100% Intra Tegas (M) Sdn. Bhd. Malaysia Property development 100% 100%

Serentak Maju Corporation Malaysia Property development 100% 100% Sdn. Bhd. Stand Allied Corporation Malaysia Property development 100% 100% Sdn. Bhd. Sumber Lengkap Sdn. Bhd. Malaysia Property development 100% 100%

Subsidiary Companies of Srijang Indah Sdn. Bhd.

Laju Jaya Sdn. Bhd. Malaysia Hotel business and property 100% 100% investment Maha Usaha Sdn. Bhd. Malaysia Property investment and management 100% 100% Metro K.L. City Sdn. Bhd. Malaysia Dormant 100% 100%

Annual Report 2007

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7. INVESTMENTS IN SUBSIDIARY COMpANIES (cont’d)

The subsidiary companies are as follows:- (cont’d)


Subsidiary Companies of Makin Jernih Sdn. Bhd.

Tip Top Meat Sdn. Bhd. Malaysia Food processing and trading 80% 80% AA Meat Shop Sdn. Bhd. Malaysia Trading of food and meat related 80% 80% products # Chau Yang Farming Sdn. Bhd. Malaysia Livestock farming and oil palm 80% 80% cultivation Subsidiary Companies of Metro Kajang (Oversea) Sdn. Bhd.

# Vast Furniture Manufacturing The People’s Furniture manufacturing 100% 100% (Kunshan) Co. Ltd. Republic of China

* Metro Property (Anshan) The People’s Property development 100% – Co. Ltd. Republic of China

Subsidiary Company of Metro Kajang Trading Sdn. Bhd. Intelek Murni (M) Sdn. Bhd. Malaysia General trading 100% 100%

Subsidiary Company of Kumpulan Indah Bersatu Sdn. Bhd.

Palga Sdn. Bhd. Malaysia Investment holding 100% 100%

Subsidiary Company of palga Sdn. Bhd.

@ Hiliran Juara Sdn. Bhd. Malaysia Property development 100% 100%

Subsidiary Company of My Fresh Bioindustry Sdn. Bhd.

Fresh Partners Malaysia Sdn. Bhd. Malaysia Ceased operation 85% 85%

* Subsidiary company included in the consolidated financial statements based on unaudited management


# Subsidiary companies not audited by the auditors of the Company.

@ Subsidiary company audited by an associated firm of the auditors of the Company.

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8. INTEREST IN ASSOCIATED COMpANIES

Group Company 2007 2006 2007 2006 RM RM RM RM Unquoted shares, at cost

Ordinary shares of RM1/- each

At 1 October 2,250,001 2,340,001 1 90,001 Additions during the year – – – – Disposal during the year (1) – (1) – Transfer to investments in subsidiary companies – (90,000) – (90,000)

At 30 September 2,250,000 2,250,001 – 1 5% Non-Cumulative Redeemable Preference Shares of RM1/- each At 1 October 7,496,591 7,496,591 – – Additions during the year – – – – At 30 September 7,496,591 7,496,591 – – Share of post-acquisition reserves 28,987,419 16,799,108 – – 38,734,010 26,545,700 – 1

Group 2007 2006 RM RM The Group’s interest in associated companies are represented by :- Group’s share of net assets 31,237,419 19,049,109 5% Non-Cumulative Redeemable Preference Shares 7,496,591 7,496,591

38,734,010 26,545,700

The salient features of the 5% Non-Cumulative Redeemable Preference Shares (“NCRPS”) are as follows:-

(i) The NCRPS holders have the right to a fixed non-cumulative preferential dividend at a rate of 5% per annum on its nominal value;

(ii) The NCRPS do not carry any rights to participate in the profits or surplus assets of the associated company;

(iii) The NCRPS holders do not carry any right to vote at any general meeting of the associated company except on resolutions of reduction and return of capital, winding up of the associated company, for sanctioning the disposal of the whole of the associated company’s property, business and undertaking and for the consideration of any matter which directly affects the NCRPS holders’ rights; and

(iv) The NCRPS may at the option of the associated company be converted into ordinary shares or redeemable at par.

Annual Report 2007

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8. INTEREST IN ASSOCIATED COMpANIES (cont’d)

Post acquisition losses of the associated companies not recognised in the financial statements are as follows:-


Losses for the year – –

Accumulated losses – 73,610

The associated companies, incorporated in Malaysia, are as follows:-

Effective Equity Financial Name of Company principal Activity Interest Year End 2007 2006

*# Rimbunan Melati Sdn. Bhd. Property development 45% 45% 31 December

# Perisai Tenggara (M) Sdn. Bhd. Dormant – 50% 31 December

* Interest held through Cekap Corporation Berhad.

# Associated companies not audited by the auditors of the Company.

The summarised financial information of the associated company is as follows:-


Total assets 144,241,204 130,417,301


Operating revenue 112,254,411 108,729,129

Net profit for the year 27,085,135 31,078,134

9. AMOUNT OWING BY/(TO) SUBSIDIARY COMpANIES

These amounts are non-trade in nature, unsecured, interest free and not expected to be settled within one

year.

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10. AMOUNT OWING BY ASSOCIATED COMpANY

Group Company 2007 2006 2007 2006 RM RM RM RM

At 1 October 10,450 102,700 – 92,250

Transfer to amount owing by

subsidiary companies – (92,250) – (92,250)

Repayments during the year (10,450) – – –

At 30 September – 10,450 – –

In prior year, the amount owing by Rimbunan Melati Sdn. Bhd. was non-trade in nature, unsecured and interest

free.

11. OTHER INVESTMENTS


At cost,

Investments quoted in Malaysia Shares in corporations 2,498,934 2,498,934 – – Unit trust fund – 277,048 – 277,048

2,498,934 2,775,982 – 277,048 Less: Disposals (2,498,934) (277,048) – (277,048)

– 2,498,934 – – Less: Allowance for diminution in value At 1 October (176,934) (82,377) – (82,377) Additions – (176,934) – – Disposals 176,934 82,377 – 82,377

At 30 September – (176,934) – – – 2,322,000 – – Transferable club memberships 254,800 254,800 – –

254,800 2,576,800 – –

Market value of investments quoted in Malaysia

Unit trust fund – 2,322,000 – –

Annual Report 2007

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12. INTANGIBlE ASSETS

Group 2007 2006 RM RM (i) Goodwill

At cost, At 1 October 9,584,652 9,397,221 Effect of adopting FRS 3 (9,396,203) – In respect of subsidiary companies acquired (Note 40) – 187,431 In respect of additional investment in subsidiary company 30,000 –

218,449 9,584,652 Less: Accumulated amortisation

At 1 October 9,396,203 9,388,896 Effect of adopting FRS 3 (9,396,203) – Amortisation during the year – 7,307

At 30 September – (9,396,203)

218,449 188,449 Less: Accumulated impairment losses (183,986) (183,986)

34,463 4,463 (ii) Other Intangible Asset

At cost,

This is in respect of a license to operate a livestock farm 1,270,000 1,270,000

Total Intangible Assets 1,304,463 1,274,463

13. lAND HElD FOR pROpERTY DEVElOpMENT

Group 2007 2006 RM RM Freehold land and land equivalent, at cost

At 1 October 59,818,137 52,512,836 Additions 68,148,254 11,145 Reclassify from development costs 77,471 – Transfer (to)/from property development costs (Note 18) (450,000) 7,294,156

At 30 September 127,593,862 59,818,137

Annual Report 2007

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13. lAND HElD FOR pROpERTY DEVElOpMENT (cont’d)

Group 2007 2006 RM RM Leasehold land and land equivalent, at cost At group cost,

At 1 October 17,859,543 17,859,543 Transfer to property development costs (Note 18) (2,599,827) –

15,259,716 17,859,543 At cost,

At 1 October 34,286,917 39,366,479 Additions 78,833 1,633,231 Transfer to investment properties (Note 6) (1,988,945) – Reclassify from development costs 2,207,813 – Transfer to property development costs (Note 18) – (6,712,793)

34,584,618 34,286,917

At 30 September 49,844,334 52,146,460

Development costs, at cost

At 1 October 29,271,339 22,356,533 Additions 629,975 3,908,794 Disposals (21,800) (41,485) Written off (94,531) – Reclassify to freehold/leasehold land and land equivalent (2,285,284) – Transfer to investment properties (Note 6) (773,066) – Transfer from property development costs (Note 18) 1,066,420 3,047,497

At 30 September 27,793,053 29,271,339

205,231,249 141,235,936 Less: Accumulated impairment loss

At 1 October (1,864,885) – Additions (3,126,674) (1,864,885)

At 30 September (4,991,559) (1,864,885)

200,239,690 139,371,051

Included in land held for property development are:-

(i) a parcel of land being retained and used as an oil palm plantation until development plans for this land is finalised;

(ii) interest on borrowing for the year amounting to Nil (2006 : RM317,015/-); (iii) freehold land amounting to RM68,061,936/- (2006 : Nil) which have been pledged for term loan facility

granted to a subsidiary company as mentioned in Note 28 to the financial statements; and (iv) leasehold land amounting to RM15,500,000/- (2006 : RM15,500,000/-) which have been pledged for the

term loan facility granted to a subsidiary company as mentioned in Note 28 to the financial statements.

Annual Report 2007

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14. lOANS AND ADVANCES


Hire purchase receivables

Total instalments receivables 1,273,248 1,310,520 Less: Unearned interest (113,100) (123,642)

Present value of hire purchase receivables 1,160,148 1,186,878 Less: Allowance for doubtful debts (980,068) (988,913)

180,080 197,965 Loan Receivables

Gross outstanding 872,518 1,105,626 Less: Allowance for doubtful debts (21,163) (34,263)

851,355 1,071,363 1,031,435 1,269,328

Receivable within one year


Total instalments receivables 1,165,391 1,175,704 Less: Unearned interest (98,555) (101,008)

Present value of hire purchase receivables 1,066,836 1,074,696 Less: Allowances for doubtful debts (980,068) (988,913)

86,768 85,783 Loan Receivables

Housing loan 77,452 68,018 Term loan 427,033 493,408

504,485 561,426 Other

Gross outstanding 26,985 165,582 Less: Allowance for doubtful debts (21,163) (34,263)

5,822 131,319

Receivables, deposits and prepayments (Note 21) 597,075 778,528

Receivables after one year but not later than five years


Total instalments receivables 107,857 107,904 Less: Unearned interest (14,545) (21,669)

Present value of hire purchase receivables 93,312 86,235

Loan receivables

Housing loan 97,914 104,538 Term loan (business) 176,823 194,806

274,737 299,344 Receivables after one year but not later than five years carried down 368,049 385,579

Annual Report 2007

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14. lOANS AND ADVANCES (cont’d)


Receivables after one year but not later than five years brought down 368,049 385,579 Receivable after five years


Total instalments receivables – 26,912 Less: Unearned interest – (965)

Present value of hire purchase receivables – 25,947 Loan receivables Housing loan 41,695 47,630 Term loan (business) 24,616 31,644

66,311 79,274

Non-current assets 434,360 490,800

1,031,435 1,269,328

The loans and advances bear effective interest at rates ranging from 5.00% to 12.00% (2006: 8.15% to 11.50%) per annum.

15. lAND HElD FOR JOINT DEVElOpMENT


Freehold land, at cost

At 1 October 5,798,343 6,206,747 Disposals (670,949) (408,404) At 30 September 5,127,394 5,798,343 Development costs, at cost At 1 October 441,758 472,874 Disposals (51,118) (31,116)

At 30 September 390,640 441,758

5,518,034 6,240,101

This is in respect of freehold land located in Perak Darul Ridzuan held by a subsidiary company whereby

agreements have been entered with a third party developer to develop the land.

Annual Report 2007

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16. CApITAl WORK-IN-pROGRESS


Leasehold land, at cost

At 1 October 5,274,921 5,274,921 Transfer to investment property (Note 6) (5,274,921) – – 5,274,921 Construction in progress, at cost

At 1 October 25,530,709 2,598,069 Additions 18,353,562 25,681,011 Transfer to investment property (Note 6) (42,714,668) – Transfer to property, plant and equipment (Note 4) (552,684) (2,748,371)

At 30 September 616,919 25,530,709

616,919 30,805,630

Included in capital work-in-progress is interest on borrowing for the year amounting to RM960,671/- (2006 :

RM101,622/-).

These are in respect of construction of buildings and installation of plant and machinery.

In prior year, leasehold land and buildings under construction amounting RM30,798,170/- were pledged for

credit facilities granted to a subsidiary company as mentioned in Note 28 to the financial statements.

17. DEFERRED TAX ASSETS/(lIABIlITIES)


Deferred tax assets

At beginning of the year 11,992,100 7,631,100 – – Transfer (to)/from income statement (Note 39) (2,550,411) 4,361,000 – – Recognised in equity 124,000 – – – At end of the year 9,565,689 11,992,100 – –

Annual Report 2007

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17. DEFERRED TAX ASSETS/(lIABIlITIES) (cont’d)

Group Company 2007 2006 2007 2006 RM RM RM RM (Restated)

Deferred tax liabilities

At beginning of the year (21,783,700) (21,051,700) – –


companies acquired (Note 39) – (1,399,656) – –

Transfer from income statement (Note 39) 583,534 667,656 – –

Recognised in equity (12,209,063) – – –

At end of the year (33,409,229) (21,783,700) – –

This is in respect of estimated deferred tax assets/(liabilities) arising from temporary differences as follows:-


Deferred tax assets

Differences between the carrying

amount of property, plant and

equipment and its tax base (149,300) – – –

Deductible temporary differences

in respect of expenses 3,369,089 2,236,200 – –

Deductible temporary differences

arising from allowance for forseeable

losses for property development 2,474,300 3,428,100 – –

Deficit arising from revaluation of land 263,300 – – –

Unutilised tax losses 260,400 – – –

Unabsorbed capital allowances 8,600 – – –

Unrealised profits on inter-company

sale of properties 3,339,300 6,327,800 – –

9,565,689 11,992,100 – –

Annual Report 2007

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17. DEFERRED TAX ASSETS/(lIABIlITIES) (cont’d) Group Company 2007 2006 2007 2006 RM RM RM RM (Restated) Deferred tax liabilities

Differences between the carrying amount of property, plant and equipment and its tax base (2,293,729) (1,606,400) – – Capital allowances claimed on certain assets recognised as part of investment properties (2,537,900) (2,625,500) – – Industrial building allowances claimed on buildings in excess of depreciation charge (552,000) (841,700) – – Surplus arising from revaluation of land and buildings (2,939,800) (5,027,600) – – Deductible temporary differences in respect of expenses 181,100 – – – Unutilised tax losses 367,000 – – – Unabsorbed capital allowances 772,100 1,111,400 – – Fair value adjustment in respect of investment properties (14,194,200) – – – Fair value adjustment in respect of subsidiary companies acquired (12,211,800) (12,793,900) – –

(33,409,229) (21,783,700) – –

The deferred tax assets and liabilities are not available for set-off as they arise from different taxable entities within the Group.

The estimated temporary differences for which no deferred tax assets are recognised in the financial statements are as follows:-


Impairment loss on land held for property development 4,166,700 1,040,000 – – Unutilised tax losses 4,496,200 6,663,200 464,000 464,000 Unabsorbed capital allowances 524,100 156,700 138,000 134,000 Unabsorbed industrial building allowances – 633,600 – – Others 333,600 – – –

9,520,600 8,493,500 602,000 598,000

The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting against future taxable profit of the respective subsidiary companies are subject to no substantial changes in shareholdings of those subsidiary company under Section 44(5A) and (5B) of Income Tax Act, 1967.

Annual Report 2007

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18. pROpERTY DEVElOpMENT COSTS


Freehold land and land equivalent, at cost At 1 October 81,733,290 86,794,910 Additions 57,000 16,818,832 Transfer from/(to) land held for property development (Note 13) 450,000 (7,294,156) Reclassify from property development costs 2,277,735 – Transfer to inventories (80,024) (488,078) Adjustment for completed projects (14,567,203) (14,098,218)

At 30 September 69,870,798 81,733,290

Leasehold land and land equivalents, at cost

At group cost, At 1 October 1,055,457 1,055,457 Transfer from land held for property development (Note 13) 2,599,827 – Transfer to investment properties (Note 6) (544,990) – Adjustment for completed projects (748,671) –

At 30 September 2,361,623 1,055,457 At cost,

At 1 October 28,086,184 21,018,774 Additions 575,685 522,437 Disposals – (167,820) Transfer from land held for property development (Note 13) – 6,712,793 Reclassify from property development costs 765,024 – Transfer to inventories (25,056) – Adjustment for completed projects (12,844,697) –

At 30 September 16,557,140 28,086,184 Development costs, at cost

At 1 October 653,745,825 612,989,545 Additions 142,587,306 157,207,334

Disposals – (15,057,875)

Written off (289,924) –

Reclassify to freehold land and land equivalent (2,277,735) –

Transfer to land held for property development (Note 13) (1,066,420) (3,047,497)

Reclassify to leasehold land and land equivalent (765,024) –

Transfer to inventories (1,300,744) (449,376) Adjustment for completed projects (360,181,082) (97,896,306)

At 30 September 430,452,202 653,745,825

Total land and land equivalents and development cost carried forward 519,241,763 764,620,756

Annual Report 2007

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18. pROpERTY DEVElOpMENT COSTS (cont’d)


Total land and land equivalents and development cost brought forward 519,241,763 764,620,756

Less: Costs recognised as an expense in income statement

At 1 October 673,389,801 636,424,336 Additions 144,820,969 148,959,989 Adjustment on completed projects (388,341,653) (111,994,524)

At 30 September 429,869,117 673,389,801

89,372,646 91,230,955

Included in cost recognised is allowance for foreseeable losses as follows:- 2007 2006 RM RM

In previous year 13,917,663 14,068,895 Current year 293,659 (151,232)

14,211,322 13,917,663

Included in the above are:-

(i) interest on borrowing for the year amounting to RM1,652,218/- (2006 : RM1,062,204/-);

(ii) development costs relating to third party landowners’ entitlements. In accordance with the joint development agreements, the subsidiary companies undertake to develop land belonging to the landowners and in consideration of which the landowners are entitled to certain completed properties;

(iii) development costs, whereby in consideration of:-

(a) the alienation of land by the Selangor State of Government to a subsidiary company, the subsidiary company at its own cost will construct certain properties for the state government; and

(b) the surrender of use of existing land by a third party, the subsidiary company paid a cash consideration, provided properties as its own cost and will construct and furnish a property for the third party.

(iv) leasehold land amounting to RM85,392/- (2006 : RM85,392/- ) which have been pledged for the Islamic overdraft facility granted to a subsidiary company as mentioned in Note 28 to the financial statements;

(v) titles of freehold land amounting to RM12,157,765/- (2006 : RM11,483,886/-) have been deposited with a licensed bank for banking facilities granted to a subsidiary company as mentioned in Note 28 to the financial statements; and

(vi) in previous financial years, acquisition of land measuring 10.8 acres, which included a condition that a subsidiary company will sell a portion of the freehold land measuring 1.5 acres to the vendor, for a consideration of RM3.267 million upon approval from the relevant authorities for:-

Annual Report 2007

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18. pROpERTY DEVElOpMENT COSTS (cont’d)

(a) conversion of usage of land from agriculture to building;

(b) zoning for construction of commercial building;

(c) sub-division of land and separate issue of title; and

(d) that the sale of freehold land will be within 36 months from the transfer of land to the subsidiary company.

In prior year, the relevant authorities granted approvals to the subsidiary company to convert, zone and

subdivide the freehold land.

On 1 November 2006, the subsidiary company delivered the Issue Document of Title in respect of the said

property but the Vendor did not accept the same as the subsidiary company failed to deliver the land in

the shape as specified on the Principal Sales and Purchase Agreement (“Principal SPA”).

On 13 February 2007, a Supplemental Sales and Purchase Agreement (“Supplemental SPA”) to the Principal

SPA was entered by the subsidiary company to rectify the shape of ground and the repayment date was

extended as disclosed in Note 30 to the financial statements.

In prior year, titles of freehold land amounting to RM10,000,000/- were deposited with a licensed bank for

credit facilities granted to the subsidiary company as mentioned in Note 28 to the financial statements.

19. INVENTORIES


At cost,

Consumables 43,890 51,594 Raw materials 538,438 611,801 Animal feeds 332,634 153,150 Work-in-progress 486,947 452,965 Finished goods 1,230,076 1,301,231 Livestocks 2,126,035 2,173,423 Completed development properties 4,251,079 3,910,625

9,009,099 8,654,789 At net realisable value,

Completed development properties 729,000 – Finished goods 12,383 – 741,383 –

9,750,482 8,654,789

Annual Report 2007

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20. AMOUNT DUE FROM CUSTOMERS FOR CONSTRUCTION CONTRACTS


Construction cost incurred to-date 28,764,116 16,193,484 Attributable profits for construction contracts performed to-date 20,459,315 11,337,984 Less: Progress billings received and receivable (36,988,965) (21,467,039)

Amount due from customers for construction contracts 12,234,466 6,064,429 Included in progress billings are:- Retention sums 1,362,877 2,181,685

21. RECEIVABlES, DEpOSITS AND pREpAYMENTS

Group Company 2007 2006 2007 2006

RM RM RM RM

Trade receivables

Balance outstanding 85,675,274 89,532,447 – – Less : Allowance for doubtful debts (768,631) (725,925) – –

84,906,643 88,806,522 – –

Other receivables, deposits and prepayments Balance outstanding 52,465,493 16,001,196 187,766 193,112 Less : Allowance for doubtful debts (13,958) (1,742) – – 52,451,535 15,999,454 187,766 193,112 Loan and advances (Note 14) 597,075 778,528 – –

137,955,253 105,584,504 187,766 193,112

The Group’s normal trade credit term ranges from 7 to 90 days (2006 : 7 to 90 days).

Included in trade receivables of the Group are:-

(i) retention sums amounting to RM15,122,627/- (2006: RM5,705,439/-) held by stakeholders;

(ii) accrued billings in respect of property development costs amounting to RM21,997,746/- (2006: RM35,745,993/-);

(iii) an amount of RM3,944,986/- (2006 : RM1,905,814/-) owing by the joint venture partner in respect of land held for joint development as mentioned in Note 15 to the financial statements; and

(iv) an amount of RM76,500/- (2006 : Nil) owing by related parties as mentioned in Note 46 to the financial statements.

Annual Report 2007

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21. RECEIVABlES, DEpOSITS AND pREpAYMENTS (cont’d)

Included in other receivables, deposits and prepayments of the Company are amounts of RM44,972/- (2006 : RM44,972/-) being deposits paid to a subsidiary company.

Included in other receivables, deposits and prepayments of the Group are:-

(i) an amount of RM700,000/- (2006 : RM700,000/-) being deposits placed with a subsidiary company’s solicitors as stakeholders;

(ii) an amount of RM1,299,990/- (2006 : RM6,912,474/-) being deposits placed for acquisition of development land by subsidiary companies;

(iii) an amount of RM34,082,700/- (2006 : Nil) being tender deposits for a parcel of development land by a subsidiary company in The People’s Republic of China;

(iv) an amount of RM5,250,000/- (2006 : RM2,500,000/-) being performance deposits placed for a development projects which shall be refundable upon completion of project and expiry of defects liability period; and

(v) an amount of RM2,880,000/- (2006 : Nil) being earnest deposit paid for the acquisition of SJL Utama Pte. Ltd. as mentioned in Note 48(b) to the financial statements.

The foreign currency exposure profile is as follows:-

Group 2007 2006

RM RM

Trade receivables

Canadian Dollar – 45,255

Euro Sterling – 10,527

Sterling Pound – 17,129

United States Dollar – 41,683

Chinese Renminbi 3,267,848 4,759,807

Other receivables

Chinese Renminbi 34,551,718 348,428

22. TAX ASSETS


Tax paid in advance 2,040,758 903,547 – –

Tax recoverable 271,255 288,891 103,290 288,891

2,312,013 1,192,438 103,290 288,891

Annual Report 2007

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23. CASH AND BANK BAlANCES


Fixed deposits with licensed banks 1,460,380 3,554,932 – –

Cash at banks and in hand 33,415,190 17,599,822 13,579,335 689,572

Cash held under housing

development accounts 9,833,222 9,978,604 – –

Cash held under sinking fund account 2,145 710 – –

Cash held under trust fund account 30 90 – –

44,710,967 31,134,158 13,579,335 689,572

Included in fixed deposits with licensed banks are as follows:-


Deposits with licensed banks 1,443,469 3,550,910 – –

Deposits held under sinking fund account 16,911 4,022 – –

1,460,380 3,554,932 – –

Fixed deposits of a subsidiary company amounting to RM405,479/- (2006 : RM397,311/-) is pledged for bank

guarantee facilities granted to the subsidiary company.

The fixed deposits bear effective interest at rates ranging from 3.05% to 3.80% (2006 : 3.00% to 3.70%) per

annum.



Cash at banks and in hand

United States Dollar 602,141 –


Annual Report 2007

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24. NON-CURRENT ASSETS ClASSIFIED AS HElD FOR SAlE

(a) Non-current assets held for sale

Investment properties that are expected to be recovered primarily through sale rather than through continuing use are classified as held for sale.

During the year, a subsidiary company has entered into agreements to dispose off the following investment properties:-


Leasehold buildings and shop offices, at fair value Transfer from investment properties (Note 6) 29,012,700 – Non-current assets held for sale with an aggregate carrying value of RM25,206,290/- (2006 : Nil) are

pledged as securities for term loans as mentioned in Note 24(b) to the financial statements.

(b) liabilities directly associated with assets classified as held for sale

This is in respect of liabilities that are directly associated with the investment properties classified as held for sale.


Other payables 490,800 – Term loans 14,850,000 – Deposits received 1,389,871 –

16,730,671 –


Term loan I

Repayable in 120 monthly instalments of RM116,109/- each, commencing in April 2008 and is secured and supported by :- 10,000,000 – (a) Facility agreement; (b) Deed of assignment over a building of subsidiary company; and (c) a corporate guarantee of the Company.

Term loan II

Term loan II is secured and supported by:- 4,850,000 – (a) an ‘all monies’ Facilities Agreement; (b) Loan Agreement and Deed of Assignment; and (c) a corporate guarantee of the Company. 14,850,000 –

Annual Report 2007

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24. NON-CURRENT ASSETS ClASSIFIED AS HElD FOR SAlE (cont’d)

(b) liabilities directly associated with assets classified as held for sale (cont’d)


Repayable within 1 year - secured 500,000 – Repayable within 2 to 5 years - secured 4,591,000 –

Repayable after 5 years - secured 9,759,000 –

14,350,000 –

14,850,000 –

The term loan II comprise twelve (12) term loans of which the 40 quarterly instalments ranges from

RM2,000/- to RM11,500/- each (first 5 years), RM3,000/- to RM35,000/- each (next 4 years) and RM25,500/-

to RM85,000/- each (final year).

The secured term loans bear effective interest at rates ranging from 7.00% to 8.00% (2006 : 7.00% to

8.00%) per annum.

25. SHARE CApITAl

Group/Company 2007 2006 RM RM

Ordinary shares of RM1/- each

Authorised:

500,000,000 ordinary shares 500,000,000 500,000,000

Issued and fully paid:

At 1 October 195,078,333 195,078,333

Allotted pursuant to:-

- ESOS 2,653,103 –

- Warrants 1,688,535 –

At 30 September 199,419,971 195,078,333

Annual Report 2007

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25. SHARE CApITAl (cont’d)

I. WARRANTS

On 20 November 2002, the Company created 23,750,000 warrants pursuant to the rights issue of 23,750,000 new ordinary shares of RM1/- each.

Each warrant entitles its registered holder to subscribe for 1 new ordinary share in the Company at the Exercise Price of RM1.35 per share at any time during the Exercise Period. The Exercise Period commenced on 20 November 2002, being the date of issue and will mature on 21 November 2007. The Exercise Price of RM1.35 per share is subject to adjustments as provided under the Deed Poll dated 9 October 2002.

On 27 August 2004, the Company adjusted the exercise price and the number of outstanding warrants as specified in the Deed Poll dated 9 October 2002 pursuant to the bonus issue of 48,769,583 new ordinary shares of RM1/- each.

The details of the adjustments on the exercise price and the number of outstanding warrants are as follows:-

Before Bonus After Bonus Issue Issue

Exercise price RM1.35 RM1.01 Number of outstanding warrants 23,702,250 31,603,000

The additional 7,900,750 warrants were issued on the basis of 1 additional warrant for every 3 existing warrants held.

The summary of the movements of warrants eligible to subscribe for new ordinary shares of RM1/- each are as follows:-

Number of Warrants At At Exercise price per Share 1 October Exercised 30 September RM

1.01 31,603,000 (1,688,535) 29,914,465

Subsequent to the financial year end, the Company has further issued 29,454,670 new ordinary shares of RM1/- each pursuant to the warrants. The remaining unexercised warrants of 459,795 had lapsed and became null and void on 21 November 2007.

II. EMplOYEES’ SHARE OpTION SCHEME (“ESOS”)

The Group’s ESOS was approved by the Securities Commission (“SC”) on 13 December 2000, and shall be in force for a period of 5 years commencing from 8 October 2002.

The ESOS was approved by the shareholders at an Extraordinary General Meeting held on 3 June 2002.

Annual Report 2007

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II. EMplOYEES’ SHARE OpTION SCHEME (“ESOS”) (cont’d)

The main features of the ESOS are:-

(a) eligible persons are employees and executive directors of the Group who have been confirmed in service and served for at least a continuous period of 12 months and have attained the age of 18 years prior to the Date of Offer. The Date of Offer being the date when an offer in writing is made to eligible employees to participate in ESOS. The eligibility for participation in the ESOS shall be at the discretion of the ESOS Committee appointed by the Board of Directors;

(b) the maximum amount of shares available under ESOS shall not be more than ten percent of the issued and paid-up ordinary share capital of the Company at any point of time during the existence of the ESOS;

(c) not more than fifty percent of the shares available under the ESOS shall be allocated in aggregate to executive directors and senior management;

(d) not more than ten percent of the shares available under the ESOS would be allocated to any individual executive director or eligible employee, who either singly or collectively through his/her associates holds twenty percent or more of the issued and paid-up share capital of the Company;

(e) no option shall be granted for less than 100 shares or such other board lot as may be permitted by legislation or regulation nor exceed the maximum allowable amount to any eligible employee. The option may be exercised in full or in such lesser number of ordinary shares provided that the number shall be in multiples of 100 or such other board lot as may be permitted by legislation or regulation;

(f) the ESOS subscription price for each ordinary share shall be at a discount of not more than 10% from the weighted average market quotation as shown in the Daily Official List issued by the Bursa Malaysia Securities Berhad for the five market days immediately preceding the Date of Offer or at the par value of the shares of the Company, whichever is higher; and

(g) the ordinary shares to be allotted upon exercise of the option will, upon allotment and issue, rank pari passu in all respects with the existing issued and paid-up ordinary shares of the Company.

On 27 August 2004, the Company adjusted the exercise price and the number of unexercised share options pursuant to the bonus issue of 48,769,583 new ordinary shares of RM1/- each.

The details of the adjustments on the exercise price and the number of unexercised share options are as follows:-

Before Bonus Issue After Bonus Issue Tranche 1 Tranche 2 Tranche 1 Tranche 2

Exercise price RM1.22 RM1.87 RM1.00 RM1.40

Number of unexercised ESOS 761,000 2,052,000 1,014,667 2,736,000

Annual Report 2007

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II. EMplOYEES’ SHARE OpTION SCHEME (“ESOS”) (cont’d)

The additional 937,667 share options were issued on the basis of 1 additional share option for every 3 existing share options held.

The summary of the movements of ESOS are as follows:-

2007 Number of Unissued Ordinary Shares Under ESOS Exercise Date Expiry price At At Tranche Granted Date per Share 1.10.06 Granted Exercised lapsed 30.9.07 RM

1 7.7.03 7.10.07 1.00 993,335 – (937,935) (5,333) 50,067

2 9.2.04 7.10.07 1.40 2,345,333 – (1,715,168) (27,999) 602,166

2006 Exercise Date Expiry price At At Tranche Granted Date per Share 1.10.05 Granted Exercised lapsed 30.9.06 RM

1 7.7.03 7.10.07 1.00 1,014,667 – – (21,332) 993,335

2 9.2.04 7.10.07 1.40 2,736,000 – – (390,667) 2,345,333

Subsequent to the financial year end, the Company has further issued 203,499 new ordinary shares of RM1/- each pursuant to the ESOS. The remaining unexercised ESOS of 448,734 had lapsed and became null and void on 7 October 2007.

26. RESERVES

Group Company 2007 2006 2007 2006 RM RM RM RM (Restated) (Restated)

Distributable

Retained profits 328,261,059 235,489,597 60,239,990 30,087,528

Non-distributable

Share premium 3,207,949 2,504,996 3,207,949 2,504,996 Foreign exchange translation reserve 249,403 352,259 – – Property revaluation reserve 8,522,279 51,728,855 – – Reserve on consolidation – 8,547,118 – – 11,979,631 63,133,228 3,207,949 2,504,996

340,240,690 298,622,825 63,447,939 32,592,524

Annual Report 2007

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27. HIRE pURCHASE pAYABlES


Gross instalments payment 2,736,642 1,758,838 Less: Future finance charges (257,630) (195,672)

Total present value of hire purchase liabilities 2,479,012 1,563,166 Payable within one year

Gross instalments payment 867,388 614,904 Less: Future finance charges (118,081) (91,694)

Present value of hire purchase liabilities 749,307 523,210

Payable after one year but not later than five years

Gross instalments payment 1,869,254 1,143,934 Less: Future finance charges (139,549) (103,978)

Present value of hire purchase liabilities 1,729,705 1,039,956

Total present value of hire purchase liabilities 2,479,012 1,563,166

The hire purchase payables bear effective interest at rates ranging from 4.55% to 9.10% (2006 : 4.55% to 9.17%) per annum.

28. lONG TERM BORROWINGS

Group 2007 2006 RM RM Secured

Term loans 95,505,506 45,303,565 Revolving credits 15,418,236 1,423,242

110,923,742 46,726,807 Unsecured

Term loans 7,000,000 9,733,000 Revolving credits 30,000,000 12,400,000

37,000,000 22,133,000

147,923,742 68,859,807

Annual Report 2007

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28. lONG TERM BORROWINGS (cont’d)


Due within 1 year (Note 33)

Term loans - secured 7,358,783 6,715,062 Term loans - unsecured – 2,733,000 Revolving credits - secured 15,418,236 1,007,242 Revolving credits - unsecured 30,000,000 12,400,000

Current liabilities (Note 33) 52,777,019 22,855,304 Due after 1 year but not later than 5 years Term loans - secured 43,596,723 7,850,000 Term loans - unsecured 7,000,000 7,000,000

Revolving credits - secured – 416,000

50,596,723 15,266,000 Due after 5 years

Term loans - secured 44,550,000 30,738,503

Non-current liabilities 95,146,723 46,004,503

147,923,742 68,859,807

Included in term loans are foreign currency bank borrowings by a subsidiary company, Vast Furniture Manufacturing (Kunshan) Co. Ltd. in The People’s Republic of China as follows:-

2007 2006 Denominated Denominated Denominated Denominated in Chinese in Ringgit in Chinese in Ringgit Renminbi Malaysia Renminbi Malaysia RMB RM RMB RM

Term loan 2,800,000 1,272,421 2,500,000 1,165,550 Due within 12 months (2,800,000) (1,272,421) (2,500,000) (1,165,550)

– – – –

The revolving credits and term loans bear effective interest at rates ranging from 4.77% to 6.39% (2006 : 5.37% to 8.00%) per annum.

Term loan I and revolving credit of RM5,066,362/- (2006 : RM7,079,512/-) and RM417,551/- (2006 : RM1,423,242/-) respectively are repayable in 20 quarterly instalments and 12 quarterly instalments respectively, commencing July 2005 and are secured and supported as follows:-

Annual Report 2007

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(a) a legal charge over the leasehold land of a subsidiary company; (b) a fixed and floating charge over all assets of a subsidiary company; and (c) a corporate guarantee of the Company.

Term loan II of RM3,491,723/- (2006 : RM4,998,503/-) is repayable by 2 quarterly instalments of RM500,000/- commencing January 2007 or by way of redemption of properties, whichever is earlier and 8 quarterly instalments of RM500,000/- commencing July 2007 or by way of redemption of properties, whichever is earlier and is secured and supported by:-

(a) specific debenture by way of fixed and floating charge over the leasehold land and development costs of a subsidiary company;

(b) lodgement of lienholder’s caveat over the leasehold land of a subsidiary company; and (c) a corporate guarantee of the Company.

Term loan III of RM1,272,421/- (2006 : RM1,165,550/-) is repayable within one year and is secured by a legal charge over the leasehold land and building of a subsidiary company.

Term loan IV of RM16,000,000/- (2006 : RM8,160,000/-) is repayable by 32 quarterly principal instalments of RM500,000/- each commencing October 2008 and is secured and supported by:-

(a) a legal charge over the leasehold land and building of a subsidiary company; (b) specific debenture by way of fixed and floating charge over the leasehold land and building of a subsidiary

company; and (c) a corporate guarantee of the Company.

Term loan V of RM12,675,000/- (2006 : Nil) is repayable by 40 quarterly instalments of RM325,000/- over 10 years commencing from three (3) months from the day of first drawdown and is secured and supported as follows:-

(a) 1st and 2nd legal charge over the leasehold land and building of a subsidiary company; (b) corporate guarantee given by the Company; (c) deposit of titles of the land held for property development of a subsidiary company; and (d) a debenture by way of fixed and floating charge over the land held for property development and leasehold

land and building of subsidiary companies.

Term loan VI of RM57,000,000/- (2006 : Nil) is repayable by 24 quarterly instalments of RM2,375,000/- over 8 1/2 years commencing from day of the 34th month following the first drawdown and is secured and supported as follows:-

(a) 1st and 2nd legal charge over the leasehold land and buildings of a subsidiary company; (b) corporate guarantee given by the Company; (c) deposit of titles of the land held for property development of a subsidiary company; and (d) a debenture by way of fixed and floating charge over the land held for property development and leasehold

land and building of subsidiary companies.

Annual Report 2007

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Term loan VII of Nil (2006 : RM13,900,000/-) is repayable in 48 equal quarterly instalments commencing March 2000 and is secured and supported as follows:-

(a) a legal charge over the leasehold land and building of a subsidiary company; (b) a fixed and floating charge over all assets of a subsidiary company; (c) an assignment over the rental and other revenue generated from the investment property of a subsidiary

company; and (d) a corporate guarantee of the Company.

During the year, the term loan was fully settled and the above charges have been discharged.

Secured Revolving Credit I of RM15,000,685/- (2006 : Nil) which is repayable on demand and is supported as follows:-

(a) first charge over property belonging to a subsidiary company; (b) negative pledge over the subsidiary’s assets; and (c) a corporate guarantee of the Company.

Unsecured Term loan I of RM7,000,000/- (2006 : RM7,000,000/-) is payable in 4 quarterly instalments commencing December 2008 or by way of redemption of the property based on fixed redemption sum or redemption rate, whichever is earlier and is supported as follows:-

(a) deposit of land titles of a subsidiary company’s freehold land with the bank; (b) negative pledged of assets by a subsidiary company; and (c) a corporate guarantee of the Company.

Unsecured Term loan II of Nil (2006 : RM2,733,000/-) is repayable in 4 quarterly instalments commencing August 2006 or by way of redemption of properties based on fixed redemption sums, whichever is the earlier and is supported as follows:-

(a) deposit of land titles of a subsidiary company’s freehold land with the bank; (b) negative pledged of assets by a subsidiary company; and (c) a corporate guarantee of the Company.

On 13 November 2006, the bank approved to extend the 3 quarterly principal repayments of RM700,000/- each and final principal repayment of RM633,000/- or by way of redemption of properties based on fixed redemption sums, whichever is the earlier. Other terms and conditions remained unchanged.

During the year, the term loan was fully settled and the above charges have been discharged.

Unsecured Revolving Credit I of RM11,000,000/- (2006 : RM2,400,000/-) which is repayable on demand and is supported by a corporate guarantee of the Company.

Unsecured Revolving Credit II of RM8,000,000/- (2006 : Nil) which is repayable on demand and is supported

by a corporate guarantee of the Company.

Annual Report 2007

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29. lONG TERM pAYABlES


Trade payables (Note 30) – 7,580,160 Other payables – 3,267,000

– 10,847,160

In prior year, other payables includes an amount of RM3,267,000/- is in respect of balance of purchase consideration for the acquisition of land to be set-off against the disposal of freehold land to the Vendor as mentioned in Note 18(vi) to the financial statements.

30. TRADE AND OTHER pAYABlES AND ACCRUAlS


Trade payables

Balance outstanding 44,668,579 68,285,868 – – Less: Non-current liabilities (Note 29) – (7,580,160) – –

44,668,579 60,705,708 – – Amount owing to landowners 1,525,163 2,473,916 – – Other payables 10,698,852 8,341,654 – – Deposits received 9,665,570 7,060,497 – – Accruals 5,127,524 5,920,722 188,183 274,310

71,685,688 84,502,497 188,183 274,310

The normal trade credit term granted to the Group ranges from 14 to 120 days (2006 : 14 to 120 days) unless as specified in agreements.

Amount owing to landowners consists of:-

(i) a third party landowner’s share of a subsidiary company’s profit. This is in accordance with an agreement entered into with the landowner whereby the subsidiary company undertakes to develop the land belonging to the landowner and in consideration of which the landowner is entitled to a minimum guaranteed sum of RM8 million or 50% of the net profit from the development project, whichever is higher; and

(ii) a landowner’s share of sales proceeds from development properties.

Included in trade payables of the Group are:-

(i) progress billings in respect of property development costs amounting to RM11,573,034/- (2006: RM2,917,433/-);

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100


30. TRADE AND OTHER pAYABlES AND ACCRUAlS (cont’d)

(ii) retention sums of RM10,683,667/- (2006 : RM8,796,346/-);

(iii) an amount due to an associated company, Rimbunan Melati Sdn. Bhd. (“RMSB”) as follows:-


Current – 4,500,000 Non-current – 6,822,144

– 11,322,144

(iv) an amount due to a related party, Faber Development Holdings Sdn. Bhd., being the holding company of RMSB, as follows:-


Current – 500,000 Non-current – 758,016

– 1,258,016

Included in other payables of the Group are:-

(i) advances of RM885,000/- (2006 : RM885,000/-) from a third party developer in respect of land held for joint development as disclosed in Note 15 to the financial statements;

(ii) an amount Nil (2006 : RM2,557,775/-) being the outstanding progress billings payable in respect of acquisition of investment properties;

(iii) an amount of RM3,267,000/- in which during the year, the Vendor agreed to extend the repayment date to the date for completion of the Supplemental Sale and Purchase Agreements (“Supplemental SPA”), or on 16 January 2008, whichever is earlier. Upon execution of the Supplemental SPA, the subsidiary agreed to the interest imposed by the Vendor which is calculated as follows:-

(i) 6 months from the date of Supplemental SPA, interest payable shall be calculated at 5% per annum;

(ii) 3 months following the 6 months period in (i) above, interest payable shall be calculated at 6.5% per annum; and

(iii) 3 months following the 3 months period in (ii) above, interest payable shall be calculated at 8% per annum.

(iv) an amount of RM4,684,282/- (2006 : RM2,974,586/-) owing to suppliers in respect of construction of

investment properties.

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30. TRADE AND OTHER pAYABlES AND ACCRUAlS (cont’d)

Included in deposits received of the Group:-

(i) is an amount of RM255,314/- (2006 : Nil) represent earnest deposits received from a purchaser in respect

of disposal of a parcel of freehold land during the year;

(ii) are rental, utilities and other deposits received of RM6,421,513/- (2006 :RM4,726,448/-) from tenants of

the investment properties.


Group 2007 2006 RM RM Trade payables


Other payables

Chinese Renminbi 223,212 432,287

31. pROVISIONS

Group Application Rectification Retirement Repairs & for Strata Works Gratuity Maintenance Titles Total RM RM RM RM RM 2007

At 1 October 1,835,000 2,311,680 791,358 148,852 5,086,890

Additions during the year – 550,240 470,074 – 1,020,314

Utilised during the year – – (988,887) (3,220) (992,107)

At 30 September 1,835,000 2,861,920 272,545 145,632 5,115,097

2006

At 1 October – 1,881,600 503,296 812,544 3,197,440

Additions during the year 1,835,000 430,080 496,669 – 2,761,749

Utilised during the year – – (208,607) (10,278) (218,885)

Over provision in prior years – – – (653,414) (653,414)

At 30 September 1,835,000 2,311,680 791,358 148,852 5,086,890

Provision for retirement gratuity are for certain eligible directors.

Annual Report 2007

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32. DIVIDENDS

The dividends paid/payable and proposed by the Company since 30 September 2006 are as follows:-

Group/Company 2007 2006 RM RM

paid

First interim dividend of 5.0 sen less 28% tax per ordinary share in respect of financial year ended 30 September 2005 – 7,022,830 First interim dividend of 5.0 sen less 28% tax per ordinary share in respect of financial year ended 30 September 2006 – 7,022,830

payable

First interim dividend of 5.0 sen less 27% tax per ordinary share in respect of financial year ended 30 September 2007 7,717,362 –

7,717,362 14,045,660

The first interim dividend in respect of current financial year was paid on 24 October 2007.

33. SHORT TERM BORROWINGS


Secured Term loans due within 12 months (Note 28) 7,358,783 6,715,062 – – Revolving credits (Note 28) 15,418,236 1,007,242 – –

22,777,019 7,722,304 – – Unsecured

Term loans due within 12 months (Note 28) – 2,733,000 – – Revolving credits (Note 28) 30,000,000 12,400,000 11,000,000 10,000,000

30,000,000 15,133,000 11,000,000 10,000,000

52,777,019 22,855,304 11,000,000 10,000,000

The securities and effective interest rates of term loans and revolving credits are disclosed in Note 28 to the


Annual Report 2007

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34. BANK OVERDRAFTS


Secured 1,216,297 544,029 Unsecured 19,563,301 6,045,189

20,779,598 6,589,218

The bank overdrafts bear effective interest at rates ranging from 7.50% to 8.25% (2006 : 7.75% to 8.25%) per annum and are secured and supported by:-

(i) legal charges over the leasehold land and buildings of a subsidiary company; (ii) a fixed and floating charge over all assets of a subsidiary company; and (iii) corporate guarantees of the Company.

35. NET TANGIBlE ASSETS AND EARNINGS pER SHARE

Net Tangible Assets per Share

The net tangible assets per share is calculated by dividing the shareholders’ equity after deducting goodwill on consolidation and other intangible asset by the number of ordinary shares in issue as at the balance sheet date.

Basic Earnings per Share

The basic earnings per share is calculated by dividing the Group earnings attributable to equity shareholders of RM60,820,193/- (2006 : RM50,399,772/-) by the weighted average number of shares of 195,445,670 (2006 : 195,078,333) ordinary shares of RM1/- each in issue during the year.

Diluted Earnings per Share

The diluted earnings per share is calculated by dividing the Group earnings attributable to equity shareholders of RM60,820,193/- (2006 : RM50,399,772/-) by the adjusted weighted average number of shares as follows:-

No. of shares of RM1/- each 2007

Weighted average number of shares as at 30 September 195,445,670 Add: Dilutive ESOS 41,882 Dilutive warrants 9,172,857

Adjusted weighted average number of shares 204,660,409

The share options and warrants are calculated based on the number of shares which would have been acquired at the market price of RM1.4567 (2006 : RM0.8408) for tranche 1 share options and warrants and RM1.4567 (2006 : RM0.8408) for tranche 2 share options (the average price of the Company’s shares) based on the monetary

value of the subscription rights attached to the outstanding share options and warrants.

For the financial year ended 30 September 2006, the assumed conversion of the share options and warrants were anti dilutive, accordingly the basic and diluted earning per share were the same.

Annual Report 2007

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36. OpERATING REVENUE

Operating revenue of the Group includes attributable revenue from sales of uncompleted development properties, sales of completed development properties, attributable revenue from construction contracts, rental of properties and carpark, interest revenue, gross dividend revenue, invoiced value of goods sold and services rendered less discounts. Group operating revenue excludes intragroup transactions.

Operating revenue of the Company represents building management fees and gross dividend revenue.

Operating revenue comprises the following:-


Attributable revenue from sales of uncompleted development properties and sales of completed development properties 198,772,771 204,311,024 – – Attributable revenue from construction contracts 21,691,963 24,965,972 – – Sales of investment properties 8,799,241 – – – Rental revenue from investment properties 16,636,264 15,539,526 – – Revenue from hotel operations 4,650,414 4,593,412 – – Rental revenue 214,926 – – – Interest revenue 93,353 114,804 – – Dividend revenue – – 53,457,915 2,925,033 Food processing 10,837,580 10,629,199 – – Sales of goods and livestock 44,977,636 48,670,721 – – Services rendered 1,117,324 973,574 146,220 146,220

307,791,472 309,798,232 53,604,135 3,071,253

37. DIRECT COSTS

Direct costs of the Group includes attributable property development and construction contract costs, cost of sales and services less discounts.

Direct costs comprises the following:-


Attributable property development costs and cost of completed development properties sold 135,259,086 138,315,238 – – Attributable construction contract costs 12,570,631 14,717,240 – – Cost of investment properties disposed 9,250,000 – – – Operating expenses from investment property 6,417,072 5,866,535 – – Cost of sales 38,395,412 40,199,232 – – Cost of services 9,596,185 9,321,493 – –

211,488,386 208,419,738 – –

Annual Report 2007

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38. pROFIT BEFORE TAXATION

Profit before taxation is arrived at after charging/(crediting):-


Allowance for doubtful debts 68,506 10,083 – – Allowance for diminution in value of quoted investments – 176,934 – – Amortisation of goodwill – 7,307 – – Amortisation of prepaid land lease payments 258,116 259,214 – – Auditors’ remuneration - current year 161,713 131,020 9,000 7,500 - under provision in prior year 3,150 – – – Bad debts written off 32,271 9,138 – – Changes in fair value of investment properties (12,920,466) – – – Deposits written off 96,650 – – – Depreciation of property, plant and equipment 4,397,221 3,447,761 2,112 4,682 Directors’ remuneration (Note 38(a)) 7,924,450 7,429,362 88,500 45,500 Interest and financing charges 6,150,652 2,180,057 584,726 94,435 Write down of inventories 102,454 – – – Inventories written off – 4,851 – – Impairment loss on:- - investment property – 370,000 – – - land held for property development 3,126,674 1,864,885 – – - goodwill – 183,986 – – Land held for property development written off 94,531 – – – Landowner’s share of profit 51,247 761,562 – – Allowance for foreseeable losses for property development 293,659 – – – Loss on disposal of investment properties 450,759 – – – Penalty * – 1,467,420 – – Property development costs written off 289,924 – – – Property, plant and equipment written off 96,491 113,932 – 85 Provision for rectification works – 1,835,000 – – Provision for repairs and maintenance 470,074 496,669 – – Rental of motor vehicles, equipment, plant and machinery 95,073 49,311 – – Rental of premises 643,256 353,879 – – Staff costs (Note 38 (b)) 25,608,160 24,223,495 163,333 182,571 (Gain)/Loss on disposal of property, plant and equipment (358,970) 183,933 – –

Annual Report 2007

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38. pROFIT BEFORE TAXATION (cont’d)

Profit before taxation is arrived at after charging/(crediting):- (cont’d)


Over provision of application for strata titles – (653,414) – – Gain on disposal of quoted investments (1,040,628) (44,194) – (44,194) Bad debts recovered (3,900) (60,666) – – Dividend revenue (gross) (356,817) (9,000) – – Interest revenue (480,991) (809,061) – – Realised loss on foreign exchange 53,301 11,585 – – Negative goodwill recognised – (778,383) – – Rental revenue (607,584) (778,202) – – Reversal of allowance for doubtful debts (21,944) (30,517) – – Reversal of allowance for foreseeable losses for property development – (151,232) – –

* Penalty on back duty income tax for year of assessment 1999 to 2004.

(a) Directors’ Remuneration


Directors of the company

Executive directors

- Other emoluments 6,596,450 * 6,107,443 * – – - Benefits-in-kind 148,043 118,654 – –

6,744,493 6,226,097 – –

Non-executive directors - Fees - current year 80,000 40,000 80,000 40,000 - Other emoluments 317,500 299,000 8,500 5,500 - Benefits-in-kind 20,800 20,800 – –

418,300 359,800 88,500 45,500

Directors of the subsidiary Companies

Executive directors

- Other emoluments 930,500 982,919 – – - Benefits-in-kind 10,224 8,600 – –

940,724 991,519 – –

Annual Report 2007

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(a) Directors’ Remuneration (cont’d)


Total

- Fees - current year 80,000 40,000 80,000 40,000 - Other emoluments 7,844,450 * 7,389,362 * 8,500 5,500

7,924,450 7,429,362 88,500 45,500 - Benefits-in-kind 179,067 148,054 – –

Total directors’ remuneration including benefits-in-kind 8,103,517 7,577,416 88,500 45,500

* Includes provision for retirement gratuity of RM550,240/- (2006 : RM430,080/-) for certain eligible directors.

The numbers of directors of the Company for the financial year which fall within the following bands are

as follows:-

Number of Directors 2007 2006 Executives Directors

RM1 - RM650,000 – – RM650,001 - RM700,000 2 – RM700,001 - RM750,000 – 1 RM750,001 - RM800,000 – 1 RM800,001 - RM1,050,000 – – RM1,050,001 - RM1,100,000 – 1 RM1,100,001 - RM1,150,000 1 – RM1,150,001 - RM1,700,000 – – RM1,700,001 - RM1,750,000 – 1 RM1,750,001 - RM1,900,000 – – RM1,900,001 - RM1,950,000 – 1 RM1,950,001 - RM2,000,000 – – RM2,000,001 - RM2,050,000 1 – RM2,050,001 - RM2,200,000 – – RM2,200,001 - RM2,250,000 1 –

The Executive Directors are as follows:-

2007/2006

- Dato’ Chen Kooi Chiew @ Cheng Ngi Chong - Datuk Chen Lok Loi - Chen Fook Wah - Chin Nam Onn - Chen Ying @ Chin Ying

Annual Report 2007

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(a) Directors’ Remuneration (cont’d)

Number of Directors 2007 2006 Non-Executives Directors

RM1 - RM50,000 1 2 RM50,001 - RM100,000 2 1 RM100,001 - RM200,000 – – RM200,001 - RM250,000 1 1

The Non-Executive Directors are as follows:-

2007/2006

- Tan Sri Dato’ Lee Kim Sai @ Lee Hoo - Othman Bin Sonoh - Mohammed Chudi Bin Haji Ghazali - Mohamed Bin Ismail

(b) Staff costs

Included in staff costs are:-


Employees Provident Fund and Social Security Contribution 2,473,746 2,213,660 17,531 20,414

39. TAXATION


Based on results for the year 15,644,835 24,163,347 14,366,900 1,236,800 Origination and reversal of temporary differences (Note 17)

Deferred tax assets 2,550,411 (4,361,000) – – Deferred tax liabilities (583,534) (667,656) – –

1,966,877 (5,028,656) – –

17,611,712 19,134,691 14,366,900 1,236,800 Real Property Gain Tax (“RPGT”) – 141,723 – – (Over)/Under provision in prior years (41,110) 5,185,452 75,194 (109,871)

Tax expense 17,570,602 24,461,866 14,442,094 1,126,929

Annual Report 2007

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39. TAXATION (cont’d)

The reconciliation from the tax amount at statutory tax rate to the Group’s and the Company’s tax expense are as follows:-


Profit before taxation 78,390,690 74,861,636 52,311,918 2,312,600 Tax at the Malaysia statutory income tax rate of 27%/28% 21,165,500 20,961,300 14,124,200 647,500 Effect of lower tax rate for Malaysian subsidiary companies with issued and paid-up share capital of RM2.5 million and below (520,100) (433,200) – – Effect of different tax rates in The People’s Republic of China (189,500) (348,600) – – Share in results of associated companies (3,290,800) (2,684,800) – – Tax effect of non-taxable revenue (429,100) (524,100) – – Tax effect of non-deductible expenses 1,958,812 2,108,491 242,700 28,000 Tax effect on opening deferred tax resulting from reduction in tax rate (1,076,000) – – – Deferred tax recognised at different tax rates (248,200) – – – Deferred tax assets not recognised during the year 1,024,000 731,000 – 63,000 Utilisation of deferred tax assets not recognised in previous years (722,500) (467,500) – – (Over)/Under provision in prior year - Income taxation (41,110) 5,185,452 75,194 (109,871) - Deferred taxation (60,400) (64,900) – 498,300 - RPGT – (1,277) – – Tax expense 17,570,602 24,461,866 14,442,094 1,126,929

Subject to agreement by the Inland Revenue Board:-

(i) The Company has estimated unutilised tax losses of RM464,000/- (2006 : RM464,000/-) and unabsorbed capital allowances of RM138,000/- (2006 : RM134,000/-) carried forward available for set off against future taxable profits;

(ii) The Company has sufficient tax credit under Section 108 of the Income Tax Act, 1967 to frank future payment of dividends out of its entire unappropriated profits as at 30 September 2007;

(iii) The Company has approximately RM2,328,000/- (2006 : RM2,328,000/-) tax exempt income available for distribution by way of tax exempt dividend. The tax exempt income account is in respect of chargeable income of which income tax has been waived; and

(iv) The Group has estimated unutilised tax losses of RM7,005,400/- (2006 : RM6,889,177/-), unabsorbed capital allowances of RM3,385,600/- (2006 : RM5,480,600/-) and unabsorbed industrial building allowances of RM1,707,000/- (2006 : RM1,300,100/-) carried forward, available for set-off against future taxable profits.

Annual Report 2007

110


40. ACQUISITION OF SUBSIDIARY COMpANIES

During the year, the Group subscribed for 10,152,000 ordinary shares of USD1/- each representing 50.76% of the

registered capital of 20,000,000 ordinary share of USD1/- each, for a total cash consideration of RM34,988,037/-

in Metro Property (Anshan) Co. Ltd.

In prior year, the Group acquired Chau Yang Farming Sdn. Bhd., AA Meat Shop Sdn. Bhd., MKM Bioindustry

Sdn. Bhd., Global Retreat (MM2H) Sdn. Bhd., My Fresh Bioindustry Sdn. Bhd. and its subsidiary company Fresh

Partners Malaysia Sdn. Bhd.

(i) Effect of Acquisition of Subsidiary Companies, Net of Cash Acquired

The fair values of the assets acquired and the liabilities assumed at the effective date of acquisition are as

follows:-


Property, plant and equipment – 8,954,714

Intangible assets - license – 1,270,000

Inventories – 2,657,846

Trade receivable – 70,643

Investment in associated companies – 149,203

Hire purchase payables – (134,995)

Amount owing by associated company – (92,250)

Minority interest – 68,373

Other receivables and deposits – 127,326

Cash and bank balances 34,988,037 392,760

Other payables and accruals – (339,437)

Amount owing to directors – (244,680)

Taxation – (224,165)

Deferred taxation – (1,399,656)

Total net assets 34,988,037 11,255,682

Goodwill – 187,431

Negative goodwill – (778,383)

Total purchase consideration 34,988,037 10,664,730

Cash and bank balances of subsidiary companies (34,988,037) (392,760)

Effect of acquisition of subsidiary companies,

net of cash acquired – 10,271,970

Annual Report 2007

111


40. ACQUISITION OF SUBSIDIARY COMpANIES (cont’d)

(ii) Effect On Consolidated Income Statements

The effect on the consolidated results of the Group from their effective date of acquisition are as follows:-


Revenue – 1,907,193 Direct costs – (1,976,770)

– (69,577) Other operating revenue 2,955 298

Sale and marketing costs – (50,056) Administrative costs (189,982) (776,536) Other operating costs (34,845) (183,839)

(224,827) (1,010,431)

Loss from operations (221,872) (1,079,710) Finance cost (338) (7,003)

Loss before taxation (222,210) (1,086,713) Taxation – 117,079 Loss after taxation (222,210) (969,634) Minority interest – 2

Loss for the year (222,210) (969,632)

(iii) Effect of Consolidated Financial Position

The effect on the Consolidated Balance Sheet as at current financial year end are as follows:-


Investment in subsidiary company – 20,000 Property, plant and equipment 118,648 9,147,515 Capital work-in-progress – 25,148 Intangible assets - license – 1,270,000 Inventories – 2,334,284 Other receivables, deposits and prepayments 34,118,060 382,096 Trade payables – (512,767)

Hire purchase payables – (179,666)

Cash and bank balances 732,585 214,400

Other payables and accruals (45,989) (400,409)


Annual Report 2007

11�


40. ACQUISITION OF SUBSIDIARY COMpANIES (cont’d)

(iii) Effect of Consolidated Financial Position (cont’d)

The effect on the Consolidated Balance Sheet as at current financial year end are as follows:- (cont’d)

Group 2007 2006 RM RM Balance brought down 34,923,304 12,300,601

Trade receivables – 247,422 Taxation – (96,175) Amount owing to related companies (4,817) (188,712) Amount owing to ultimate holding company – (543,500) Deferred taxation – (1,249,600)

34,918,487 10,470,036

41. pURCHASE OF pROpERTY, plANT AND EQUIpMENT

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

RM5,649,854/- (2006 : RM3,247,576/-) and RM1,380/- (2006 : RM7,400/-) respectively, which were satisfied

as follows:-


Hire purchase financing 1,734,000 619,000 – – Cash payments 3,915,854 2,628,576 1,380 7,400

5,649,854 3,247,576 1,380 7,400

42. CASH AND CASH EQUIVAlENTS

Cash and cash equivalents included in the cash flow statements comprise the following:-


Fixed deposits with licensed banks 1,460,380 3,554,932 – – Cash at banks and in hand 33,415,190 17,599,822 13,579,335 689,572 Cash held under housing development accounts 9,833,222 9,978,604 – – Cash held under sinking fund account 2,145 710 – – Cash held under trust fund account 30 90 – – Bank overdrafts (20,779,598) (6,589,218) – –

23,931,369 24,544,940 13,579,335 689,572

Annual Report 2007

11�


42. CASH AND CASH EQUIVAlENTS (cont’d)

Cash and cash equivalents held by the Group which are not freely available for use are as follows:-

(i) cash held under housing development accounts maintained pursuant to the requirements of the Housing

Developers (Housing Development Account) Regulations 1991;

(ii) fixed deposits amounting to RM405,479/- (2006 : RM397,311/-) is pledged for bank guarantee facilities

granted to a subsidiary company; and

(iii) fixed deposits amounting to RM16,911/- (2006 : RM4,022/-) and cash held under sinking fund and trust

accounts which are held for the recreational club.

43. CONTINGENT lIABIlITIES - UNSECURED

Company 2007 2006 RM RM

Corporate guarantees given by the Company to financial

institutions and creditors for banking and credit facilities

granted to the subsidiary companies

- outstanding as at year end 187,208,628 79,462,099

44. CApITAl COMMITMENTS


Approved and contracted for:-

- Acquisition of investment in subsidiary company 21,120,000 –

- Capital work-in-progress 279,477 8,348,852

- Property development land 6,952,334 –

- Property, plant and equipment – 1,707,987

28,351,811 10,056,839

Approved but not contracted for:-

- Investment properties – 1,912,750

28,351,811 11,969,589

The acquisition of subsidiary company is in respect of acquisition of the entire equity interest in SJL Utama Pte.

Ltd. and its subsidiary company as disclosed in Note 48(b) to the financial statements.

Annual Report 2007

11�


45. SEGMENT ANAlYSIS

Segment information is presented in respect of the Group’s business and geographical segments.

Segment results, assets and liabilities include items directly attributable to a segment as well as those that can be allocated on a reasonable basis. Unallocated items mainly comprise corporate assets, liabilities and expenses.

Segment assets and liabilities do not include tax assets and tax liabilities respectively.

Segment capital expenditure is the total costs incurred during the year to acquire segment assets that are expected to be used for more than one accounting period.

Inter-segment transactions are entered in the ordinary course of business based on terms mutually agreed upon by the parties concerned.

Business Segments

The Group comprises the following five major business segments:-

(i) Property development and construction - property development, building and civil works contracting.

(ii) Manufacturing - furniture manufacturing.

(iii) Hotel, club and investment - hotel business, operating a recreational club, property investment and management.

(iv) Trading - trading in building materials and household related products and general trading.

(v) Services and others - investment holding, food processing, livestock farming and oil palm cultivation, money lending and provision of management and secretarial services.

Geographical Segments

The Group operates in two principal geographical areas of the world:-

(i) Malaysia - property development, building and civil works contracting, hotel business, operating a recreational club, property investment and management, trading in building materials and household related products and general trading, investment holding, food processing, livestock farming and oil palm cultivation, money lending and provision of management and secretarial services.

(ii) The People’s Republic of China - furniture manufacturing. - property development.

Annual Report 2007

11�


45.

SEG

MEN

T A

NA

lYSI

S (c

ont’d

)

(a)

prim

ary

Repo

rtin

g Fo

rmat

- M

ajor

Seg

men

t By

Act

ivity

prop

erty

N

on-c

urre

nt

D

evel

opm

ent

H

otel

, Clu

b

Se

rvic

es

asse

ts h

eld

& C

onst

ruct

ion

M

anuf

actu

ring

&

Inve

stm

ent

Trad

ing

&

Oth

ers

El

imin

atio

ns

Con

solid

ated

fo

r sa

le

Con

solid

ated

20

07

RM

RM

RM

RM

RM

RM

RM

RM

RM

Reve

nue

Exte

rnal

sal

es

220,

565,

932

19,

087,

116

30

,965

,148

18

,814

,361

1

8,35

8,91

5

– 3

07,7

91,4

72

– 3

07,7

91,4

72

Inte

r-seg

men

t sal

es

– –

54,

575,

809

779

,634

1

70,7

62

(55,

526,

205)

–

– –

Tota

l rev

enue

22

0,56

5,93

2 1

9,08

7,11

6 8

5,54

0,95

7 1

9,59

3,99

5 1

8,52

9,67

7 (5

5,52

6,20

5)

307,

791,

472

– 3

07,7

91,4

72

Resu

lts

Segm

ent r

esul

t 45

,773

,279

8

92,2

91

20,8

41,2

02

2,29

5,36

5

1,71

3,08

6

– 7

1,51

5,22

3

– 7

1,51

5,22

3

Inte

rest

and

fina

ncin

g

ch

arge

s (2

,754

,153

) (6

9,27

6)

(2,6

73,6

35)

(1,8

89)

(651

,699

) –

(6,1

50,6

52)

– (6

,150

,652

)

Inte

rest

reve

nue

42

0,07

7

13,1

74

46,

849

–

891

–

480

,991

–

480

,991

Div

iden

d re

venu

e

356,

817

– –

– –

– 35

6,81

7 –

356,

817

Shar

e in

resu

lts o

f

as

soci

ated

co

mpa

ny

12,1

88,3

11

– –

– –

– 1

2,18

8,31

1

– 1

2,18

8,31

1

Taxa

tion

(1

2,07

9,78

7)

23,6

78

(5,2

44,2

09)

(748

,502

) 47

8,21

8

– (1

7,57

0,60

2)

– (1

7,57

0,60

2)

Profi

t afte

r tax

atio

n

bu

t bef

ore

m

inor

ity in

tere

sts

43

,904

,544

8

59,8

67

12,9

70,2

07

1,54

4,97

4

1,54

0,49

6 –

60,8

20,0

88

– 60

,820

,088

Min

ority

inte

rest

s

105

105

Profi

t attr

ibut

able

to

equ

ity s

hare

hold

ers

60,

820,

193

6

0,82

0,19

3

Annual Report 2007

11�

Notes to the Financial Statements – �0 September �00� (cont’d)45

. SE

GM

ENT

AN

AlY

SIS

(con

t’d)

(a)

prim

ary

Repo

rtin

g Fo

rmat

- M

ajor

Seg

men

t By

Act

ivity

(con

t’d)

prop

erty

N

on-c

urre

nt

D

evel

opm

ent

H

otel

, Clu

b

Se

rvic

es

asse

ts h

eld

& C

onst

ruct

ion

M

anuf

actu

ring

&

Inve

stm

ent

Trad

ing

&

Oth

ers

El

imin

atio

ns

Con

solid

ated

fo

r sa

le

Con

solid

ated

20

07

RM

RM

RM

RM

RM

RM

RM

RM

RM

Ass

ets

Segm

ent a

sset

s

456,

198,

138

18

,786

,139

2

34,5

52,8

76

8,1

88,6

06

50,

234,

514

–

767,

960,

273

29

,012

,700

79

6,97

2,97

3

Inte

rest

in a

ssoc

iate

d

co

mpa

ny

38,7

34,0

10

– –

– –

– 3

8,73

4,01

0

– 3

8,73

4,01

0

Def

erre

d ta

x as

sets

9

,427

,189

–

32,

100

10

6,40

0 –

– 9,

565,

689

–

9,5

65,6

89

Goo

dwill

on

co

nsol

idat

ion

30

,000

–

4,4

63

– –

– 3

4,46

3 –

34,4

63

Tax

asse

ts

1,62

5,42

6

167,

965

363

,290

2

9,20

2

126,

130

– 2,

312,

013

–

2,3

12,0

13

Oth

er in

vest

men

t 25

4,80

0 –

– –

– –

254

,800

–

254

,800

Cos

olid

ated

to

tal a

sset

s

506,

269,

563

18,

954,

104

23

4,95

2,72

9

8,32

4,20

8 5

0,36

0,64

4 –

818

,861

,248

29

,012

,700

84

7,87

3,94

8

liab

ilitie

s

Segm

ent l

iabi

litie

s

55,2

38,3

60

2,8

46,2

87

21,1

17,4

29

2,8

34,6

70

2,4

81,4

01

– 8

4,51

8,14

7

1,88

0,67

1 8

6,39

8,81

8

Taxa

tion

1,

790,

296

240

,608

2

97,0

00

31,

400

13

,534

–

2,3

72,8

38

– 2,

372,

838

Inte

rest

bea

ring

lia

bilit

ies

12

3,06

6,79

5

1,27

2,42

1 3

9,74

5,13

0

21,4

44

7,07

6,56

2

– 1

71,1

82,3

52

14,8

50,0

00

186,

032,

352

Def

erre

d ta

x

lia

bilit

ies

8,

871,

942

70

0,00

0 2

1,65

8,38

9

– 2,

178,

898

–

33,

409,

229

–

33,

409,

229

Con

solid

ated

to

tal l

iabi

litie

s

188,

967,

393

5,0

59,3

16

82,

817,

948

2,

887,

514

11

,750

,395

–

291

,482

,566

16

,730

,671

30

8,21

3,23

7

Annual Report 2007

11�


45.

SEG

MEN

T A

NA

lYSI

S (c

ont’d

)

(a)

prim

ary

Repo

rtin

g Fo

rmat

- M

ajor

Seg

men

t By

Act

ivity

(con

t’d)

prop

erty

N

on-c

urre

nt

D

evel

opm

ent

H

otel

, Clu

b

Se

rvic

es

asse

ts h

eld

& C

onst

ruct

ion

M

anuf

actu

ring

&

Inve

stm

ent

Trad

ing

&

Oth

ers

El

imin

atio

ns

Con

solid

ated

fo

r sa

le

Con

solid

ated

20

07

RM

RM

RM

RM

RM

RM

RM

RM

RM

Oth

er S

egm

ent I

nfor

mat

ion

Cap

ital e

xpen

ditu

re

3,82

1,46

4 1

89,1

23

17,

854,

525

3,3

92

2,13

4,91

2 –

24,

003,

416

–

24,

003,

416

Allo

wan

ce fo

r dou

btfu

l deb

ts

– –

– –

68,

506

– 6

8,50

6

– 6

8,50

6

Am

ortis

atio

n of

pre

paid

land

le

ase

paym

ents

–

82,

093

76

,979

–

99,

044

– 25

8,11

6

– 2

58,1

16

Cha

nges

in fa

ir va

lue

of

in

vest

men

t pro

perti

es

(152

,999

) –

(12,

767,

467)

–

– –

(12,

920,

466)

–

(12,

920,

466)

Dep

reci

atio

n of

pro

perty

,

pl

ant a

nd e

quip

men

t 1,

478,

497

457

,832

83

5,68

9 4

1,72

0

1,58

3,48

3

– 4,

397,

221

–

4,3

97,2

21

(Gai

n)/L

oss

on d

ispo

sal

of

pro

perty

, pla

nt

an

d eq

uipm

ent

(360

,303

) –

– –

1,3

33

– (3

58,9

70)

– (3

58,9

70)

Writ

e do

wn

of in

vent

orie

s

102,

454

–

– –

– –

102

,454

–

102

,454

Land

hel

d fo

r pro

perty

de

velo

pmen

t writ

ten

off

94,

531

–

– –

– –

94,

531

–

94,

531

Prop

erty

dev

elop

men

t cos

t

w

ritte

n of

f 28

9,92

4 –

– –

– –

289

,924

–

289

,924

Prop

erty

,pla

nt a

nd

eq

uipm

ent w

ritte

n of

f 6,

065

24,

469

–

– 65

,957

–

96,

491

– 9

6,49

1

Prov

isio

n fo

r rep

airs

an

d m

aint

enan

ce

– –

470

,074

–

– –

470

,074

–

470

,074

Annual Report 2007

11�


. SE

GM

ENT

AN

AlY

SIS

(con

t’d)

(a)

prim

ary

Repo

rtin

g Fo

rmat

- M

ajor

Seg

men

t By

Act

ivity

(con

t’d)

prop

erty

N

on-c

urre

nt

D

evel

opm

ent

H

otel

, Clu

b

Se

rvic

es

asse

ts h

eld

& C

onst

ruct

ion

M

anuf

actu

ring

&

Inve

stm

ent

Trad

ing

&

Oth

ers

El

imin

atio

ns

Con

solid

ated

fo

r sa

le

Con

solid

ated

20

06

RM

RM

RM

RM

RM

RM

RM

RM

RM

Reve

nue

Exte

rnal

sal

es

229,

410,

516

18,

150,

781

20

,533

,703

2

8,71

4,42

4

12,7

82,3

41

–

309,

591,

765

206

,467

3

09,7

98,2

32

Inte

r-seg

men

t sal

es

18,0

00,0

00

– 1,

169,

823

484

,380

19

6,22

6 (1

9,85

0,42

9)

– –

–

Tota

l rev

enue

2

47,4

10,5

16

18,1

50,7

81

21,7

03,5

26

29,

198,

804

12,

978,

567

(1

9,85

0,42

9)

309,

591,

765

206

,467

3

09,7

98,2

32

Resu

lts

Segm

ent r

esul

t 51

,833

,332

2,

250,

761

7,0

78,3

83

3,5

42,6

86

1,15

1,59

8

– 65

,856

,760

–

65,

856,

760

Inte

rest

and

fina

ncin

g

ch

arge

s (7

1,06

7)

(101

,309

) (1

,206

,242

) (2

,766

) (7

98,6

73)

– (2

,180

,057

) –

(2,1

80,0

57)

Inte

rest

reve

nue

69

4,74

3

7,93

5 10

4,73

8

– 1

,645

–

809

,061

–

809

,061

Div

iden

d re

venu

e

9,00

0

– –

– –

–

9,00

0 –

9,0

00

Neg

ativ

e go

odw

ill

– –

– –

778

,383

–

778

,383

–

778

,383

Shar

e in

resu

lts o

f

as

soci

ated

com

pani

es

9,77

9,33

8

– –

– (1

90,8

49)

– 9

,588

,489

–

9,5

88,4

89

Taxa

tion

(2

1,08

4,65

9)

(255

,485

) (2

,331

,793

) (8

80,0

85)

90,1

56

– (2

4,46

1,86

6)

– (2

4,46

1,86

6)

Profi

t afte

r tax

atio

n

bu

t bef

ore

m

inor

ity in

tere

sts

41

,160

,687

1

,901

,902

3

,645

,086

2,

659,

835

1,

032,

260

– 50

,399

,770

–

50,

399,

770

Min

ority

inte

rest

s

2

2

Profi

t attr

ibut

able

to

equi

ty s

hare

hold

ers

50,3

99,7

72

5

0,39

9,77

2

Annual Report 2007

11�


45.

SEG

MEN

T A

NA

lYSI

S (c

ont’d

)

(a)

prim

ary

Repo

rtin

g Fo

rmat

- M

ajor

Seg

men

t By

Act

ivity

(con

t’d)

prop

erty

N

on-c

urre

nt

D

evel

opm

ent

H

otel

, Clu

b

Se

rvic

es

asse

ts h

eld

& C

onst

ruct

ion

M

anuf

actu

ring

&

Inve

stm

ent

Trad

ing

&

Oth

ers

El

imin

atio

ns

Con

solid

ated

fo

r sa

le

Con

solid

ated

20

06

RM

RM

RM

RM

RM

RM

RM

RM

RM

Ass

ets

Segm

ent a

sset

s

359,

109,

392

20

,246

,867

22

1,87

9,05

7 1

1,76

7,83

9

44,8

44,7

66

– 6

57,8

47,9

21

– 6

57,8

47,9

21

Inte

rest

in a

ssoc

iate

d

co

mpa

ny

26,5

45,7

00

– –

– –

– 2

6,54

5,70

0

– 2

6,54

5,70

0

Am

ount

ow

ing

by

asso

ciat

ed c

ompa

ny

10,4

50

– –

– –

– 1

0,45

0 –

10,

450

Def

erre

d ta

x as

sets

11

,820

,700

–

16,8

00

152,

700

1,

900

–

11,

992,

100

–

11,

992,

100

Inta

ngib

le a

sset

s –

– 4

,463

–

1,2

70,0

00

– 1

,274

,463

–

1,27

4,46

3

Tax

asse

ts

898,

444

–

288,

891

–

5,1

03

– 1

,192

,438

–

1,1

92,4

38

Oth

er in

vest

men

ts

2,57

6,80

0

– –

– –

– 2

,576

,800

–

2,5

76,8

00

Con

solid

ated

to

tal a

sset

s

400,

961,

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89,2

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21,7

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– 7

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– 7

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Segm

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74,8

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– 1

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– 10

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tion

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– 82

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–

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24,2

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– 77

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–

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d ta

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116,

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4,

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14

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,730

–

207,

738,

559

–

207

,738

,559

Annual Report 2007

1�0


. SE

GM

ENT

AN

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(con

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– –

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–

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–

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47,7

61

– 3

,447

,761

Annual Report 2007

1�1


45. SEGMENT ANAlYSIS (cont’d)

(b) Secondary Reporting Format - Geographical Segments

The people’s Republic Malaysia of China Consolidated RM RM RM 2007

Total revenue from external customers 288,704,356 19,087,116 307,791,472

Segment assets 741,947,541 53,755,432 795,702,973

Investments in associated companies 38,734,010 – 38,734,010

Deferred tax assets 9,565,689 – 9,565,689

Intangible assets 1,304,463 – 1,304,463

Tax assets 2,144,048 167,965 2,312,013

Other investments 254,800 – 254,800

Consolidated total assets 793,950,551 53,923,397 847,873,948

Capital expenditure 23,681,003 322,413 24,003,416

2006

Total revenue from external customers 291,647,451 18,150,781 309,798,232

Segment assets 637,601,054 20,246,867 657,847,921

Investments in associated companies 26,545,700 – 26,545,700

Amount owing by associated companies 10,450 – 10,450

Deferred tax assets 11,992,100 – 11,992,100

Intangible assets 1,274,463 – 1,274,463

Tax assets 1,192,438 – 1,192,438

Other investments 2,576,800 – 2,576,800

Consolidated total assets 681,193,005 20,246,867 701,439,872

Capital expenditure 26,292,701 2,635,886 28,928,587

Revenue from external customers based on the location of its customers has not been disclosed as revenue

earned outside Malaysia is insignificant.

Annual Report 2007

1��


46. SIGNIFICANT RElATED pARTY TRANSACTIONS

(i) Significant inter-company transactions with subsidiary companies are as follows:-

Company 2007 2006 RM RM

Received or receivable from subsidiary companies

Gross dividend (53,457,915) (2,925,033)

paid or payable to subsidiary companies

Secretarial fees 24,650 24,000

Carpark rental 1,800 1,200

Secondment fee 163,333 182,511

(ii) Significant transactions with related parties are as follows:-

Group 2007 2006 RM RM Received or receivable from related parties

Progress billings to the Director of a subsidiary company,

Mr. Chan Hon Fu, he is also the brother of certain

directors of the Company (190,554) (238,193)

Progress billings to the Director of the Company,

Mr. Chen Ying @ Chin Ying (163,600) –

The above related parties balances are disclosed in the Note 21 to the financial statements.

The above transactions are entered in the ordinary course of business based on terms mutually agreed

upon by the parties concerned.

(iii) Compensation of key management personnel

Key management personnel includes personnel having authority and responsibility for planning, directing

and controlling the activities of the entity, including any Director of the Company.

The remunerations of the key management are as follows:-


Short term employee benefits 8,848,133 8,223,885

Post-employment benefits 1,785,177 1,533,116

10,633,310 9,757,001

Annual Report 2007

1��


47. SIGNIFICANT EVENTS

(a) On 16 April 2007, the Company subscribed for additional 702,000 ordinary shares of RM1/- each in issued and paid-up share capital of Srijang Kemajuan Sdn. Bhd (“SKSB”) for a total cash consideration of RM702,000/- , SKSB still remains as 99.99% owned subsidiary company of the Company.

(b) On 23 May 2007, the subsidiary company, Metro Kajang (Oversea) Sdn. Bhd. subscribed 10,152,000 ordinary shares of USD1/- each representing 50.76% of the registered capital of 20,000,000 ordinary shares of USD1/- each of Metro Property (Anshan) Co. Ltd. (“MPACL”) for a total cash consideration of RM34,988,037/-. As a result, MPACL became a wholly-owned subsidiary company of the Group.

(c) On 30 May 2007, the Company acquired additional 30,000 ordinary shares of RM1/- each representing 30% of the issued and paid-up share capital of a subsidiary company, Perkasa Bernas (M) Sdn. Bhd. (“PBSB”) for a total cash consideration of RM30,000/-. As a result, PBSB became a wholly-owned subsidiary company of the Company.

48. SUBSEQUENT EVENTS

(a) On 5 December 2007, the Company fully subscribed for additional 400,000 ordinary shares of RM1/- in issued and paid-up share capital of Perkasa Bernas (M) Sdn. Bhd. for a total cash consideration of RM400,000/-.

(b) On 24 December 2007, the subsidiary company, Detik Merdu Sdn Bhd entered into a sale and purchase agreement with a third party to acquire the entire equity interest in SJL Utama Pte. Ltd. (“SJL”), a company incorporated in Labuan, Malaysia, comprising 1,385,600 ordinary shares of USD1/- each for a total consideration of RM24,000,000/- . SJL has a 94.99% owned subsidiary company, PT Khaleda Agroprima Malindo (“PT Khaleda”) which owns approximately 15,942.60 hectares of plantation land (“the Land”) located at Kabupaten Kutai Kartanegara, Kalimantan Timur, Indonesia. The Land’s title “Hak Guna Usaha” has been issued to PT Khaleda on 13 September 2007 for a period of 35 years with an option to renew for another 25 years.

49. FINANCIAl INSTRUMENTS

(a) Financial Risk Management policies

The Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its risks. The Group operates within clearly defined guidelines that are approved by the Board and the Group’s policy is not to engage in speculative transactions.

The main risks and corresponding management policies arising from the Group’s normal course of business are as follows:-

i. Foreign Exchange Risk

The Group is exposed to foreign currency risk as a result of its normal trade activities when the currency denomination differs from its functional currencies. Foreign exchange exposure in transactional currencies other than functional currencies of the operating entities are kept to an acceptable level.

Annual Report 2007

1��


49. FINANCIAl INSTRUMENTS (cont’d)

(a) Financial Risk Management policies (cont’d)

ii. Interest Rate Risk

The Group’s exposure to interest rate risk relates to interest bearing financial assets and financial liabilities. Interest bearing financial assets include hire purchase receivables, loan receivables and fixed deposits with licensed banks. Fixed deposits are placed for better yield returns than cash at banks and to satisfy conditions for bank guarantee and borrowing facilities granted to the Group.

The Group’s interest bearing financial liabilities comprise bank overdrafts, term loans, hire purchase and revolving credits.

The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate borrowings. The Group actively reviews its debts portfolio, taking into account the investment holding period and nature of its assets.

iii. Market Risk

The Group’s principal exposure to market risk arises from the quoted investments held for long term purposes. As the amount held is not significant, exposure to market risk is minimal.

iv. Credit Risk

The Group’s exposure to credit risk arises from its receivables and the maximum risk associated with recognised financial assets is the carrying amounts as presented in the balance sheet.

The Group has a credit policy in place and the exposure to credit risk is managed through the application of credit approvals, credit limits and monitoring procedures.

The Group does not have any significant exposure to any individual customer.

v. liquidity and Cash Flow Risks

The Group actively manages its operating cash flows and the availability of funding so as to ensure that all repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives to maintain available banking facilities of a reasonable level to its overall debt position. As far as possible, the Group raises committed funding from both capital markets and financial institutions so as to achieve overall cost effectiveness.

(b) Fair Values

The methods and assumptions used to estimate the fair value of the following classes of financial assets and liabilities are as follows:-

i. Cash and Cash Equivalents, Trade and Other Receivables and payables

The carrying amounts approximate fair values due to the relatively short term maturities of these financial assets and liabilities.

ii. Quoted Investments

The fair values of quoted investments is determined by reference to stock exchange quoted market

bid prices at the close of the business on the balance sheet date.

Annual Report 2007

1��



(b) Fair Values (cont’d)

iii. Unquoted Investments

The fair values of transferable club memberships are estimated based on the current market price of the memberships determined on an individual basis.

iv. loan Receivables and Hire purchase Receivables

The fair values of loan receivables and hire purchase receivables are estimated using expected future cash flows of contractual instalment payments discounted at current prevailing rates offered for similar types of lending arrangements.

v. Borrowings

The carrying amounts of bank overdrafts, short term loans and revolving credits approximate fair values due to the relatively short term maturities of these financial liabilities.

The carrying amounts of long term floating rate loans approximate their fair values.

The fair value of hire purchase is estimated using discounted cash flow analysis, based on current lending rates for similar types of lending arrangements.

vi. long Term payables

In prior year, the carrying amount of long term payables are reasonable estimate of fair value because it is based on agreed settlement terms.

The carrying amounts of financial assets and liabilities recognised in the balance sheets approximate their fair values except as follows:-

Group Company Carrying Fair Carrying Fair Amounts Value Amounts Value RM RM RM RM 2007

Financial Assets

Amount owing by subsidiary companies – – 229,452,183 * –

Hire purchase receivables 180,080 176,006 – –

Loan receivables 851,355 833,916 – –

Unquoted investments

- Transferable club memberships 254,800 226,000 – –

Financial liabilities

Amount owing to subsidiary companies – – 563,333 * –

Hire purchase payables 2,479,012 2,453,299 – –

Annual Report 2007

1��



(b) Fair Values (cont’d)

The carrying amounts of financial assets and liabilities recognised in the balance sheets approximate their fair values except as follows:- (contd)

Group Company Carrying Fair Carrying Fair Amounts Value Amounts Value RM RM RM RM 2006

Financial Assets

Amount owing by subsidiary companies – – 205,190,645 * –

Hire purchase receivables 197,965 166,933 – –

Loan receivables 1,071,363 1,029,019 – –

Amount owing by associated company 10,450 * – – –

Unquoted investments

- Transferable club memberships 254,800 308,000 – –

Financial liabilities

Amount owing to subsidiary companies – – 6,700,000 * –

Hire purchase payables 1,563,166 1,679,079 – –

* It is not practical to estimate the fair values of intragroup balances and amount owing by associated

company due principally to a lack of fixed repayment terms entered by the parties involved. However,

the Group and the Company do not anticipate the carrying amounts recorded at the balance sheet

date to be significantly different from the values that would eventually be received or settled.

The nominal/notional amounts and fair values of financial instruments not recognised in the balance sheets

are as follows:-

Company Carrying Fair Amounts Value RM RM

2007

Contingent liabilities 187,208,628 * –

2006

Contingent liabilities 79,462,099 * –

* It is not practical to estimate the fair value of the contingent liabilities reliably due to uncertainties

of timing, costs and eventual outcome.

Annual Report 2007

1��


50. CHANGES IN ACCOUNTING pOlICIES

The adoption of the FRS as set out in Note 3 of the financial statements does not have any material financial

impact on the Group and on the Company or any significant changes in accounting policies of the Group and

of the Company except as follows :-

(a) FRS 3 : Business Combinations, FRS 136 : Impairment of Assets and FRS 138 : Intangible Assets

i. Goodwill

For acquisitions where the agreement date is before 1 January 2006, goodwill is amortised over a

period of five years and is written down when there is impairment in its carrying value.

In accordance with FRS 3, the Group has ceased annual amortisation of goodwill. Goodwill is now

carried at cost less accumulated impairment losses, if any, and is tested for impairment annually, or

more frequently, if there are any indications of impairment.

The Group has applied the policy prospectively and has eliminated the carrying amount of

accumulated amortisation of RM9,396,203/- at 1 October 2006 with the carrying amount of goodwill.

The net carrying amount of goodwill as at 1 October 2006 of RM4,463/- ceased to be amortised

thereafter. This has resulted in an increase to net profit attributable to shareholders for the financial

year ended 30 September 2007 by RM4,463/-.

ii. Excess of Group’s interest in the fair value of acquiree’s identifiable assets, liabilities and contingent

liabilities over cost (previously known as reserve on consolidation)

For acquisitions where the agreement date is before 1 January 2006, excess of Group’s interest in

the fair value of acquiree’s identifiable assets, liabilities and contingent liabilities assumed over cost

was known as reserve on consolidation and recognised in the financial statements.

Upon adoption of FRS 3, any excess of Group’s interest in the fair value of acquiree’s identifiable

assets, liabilities and contingent liabilities assumed over cost is recognised immediately in the income

statement.

In accordance with the transitional provisions of FRS 3, the carrying amount of reserve on consolidation

of RM8,547,118/- was derecognised with a corresponding increase in opening retained profits.

iii. Accounting for Acquisitions

Prior to 1 October 2006, the Group did not recognise separately the acquiree’s contingent liabilities

at the acquisition date as part of allocation cost of a business combination. Upon FRS 3, contingent

liabilities are now separately recognised, provided their fair values can be measured reliably.

The above change in accounting policy has no financial impact on the financial statements of the

Group.

Annual Report 2007

1��


50. CHANGES IN ACCOUNTING pOlICIES (cont’d)

(b) FRS 5 : Non-Current Assets Held for Sale and Discontinued Operation

Prior to 1 October 2006, non-current assets held for sale were neither classified nor presented as current

assets or liabilities. There were no differences in the measurement of non-current assets held for sale and

those for continuing use. Upon adoption FRS 5, non-current assets held for sale are presented separately

on the face of the balance sheet. The assets and liabilities of non-current assets held for sale are stated at

the lower of carrying amount and fair value less costs to sell.

The Group has applied FRS 5 prospectively in accordance with the transitional provisions.

(c) FRS 101 : presentation of Financial Statements

Prior to 1 October 2006, minority interest at the balance sheet date was presented in the consolidated

balance sheet separately from liabilities and equity. Upon adoption of the revised FRS 101, minority interest

is now presented within total equity. In the consolidated income statement, minority interest is presented

as allocation of the total profit or loss for the year. A similar requirement is also applicable to the statement

of changes in equity. The revised FRS 101 also requires disclosures, on the face of the statement of changes

in equity, total recognised income and expenses for the year, showing separately the amounts attributable

to equity holders of the Company and to minority interest.

Prior to 1 October 2006, the Group’s share of taxation of associated companies accounted for using the

equity method was included as part of the Group’s income tax expense in the consolidated income statement.

Upon the adoption of the revised FRS 101, the share of taxation of associated companies accounted for using

the equity method are now included in the respective share of profit and loss reported in the consolidated

income statement before arriving at the Group’s profit or loss before taxation.

The changes in presentation are applied restrospectively and the comparative amounts have been

restated.

(d) FRS 116 : property, plant and equipment

Prior to 1 October 2006, as provided under MASB 15: Property, Plant & Equipment, the Group’s hotel

property was stated at valuation. No depreciation was provided as the hotel property comprising long term

leasehold land, building and related fixed plant had a very long useful economic life. The Group had a

policy and practice of regular maintenance and repair such that its residual value would equal to its book

value. As such, any depreciation charge would have been immaterial.

Upon adoption of FRS 116, hotel building is now stated at cost or valuation less accumulated depreciation

and impairment losses. The Group has applied FRS 116 prospectively which has resulted in a decrease in

the Group’s property revaluation reserve by RM1,229,300/- with the corresponding increase in deferred

tax liabilities. In addition, there is a decrease in the current year’s net profit by RM472,600/- due to the

current year depreciation charge.

Annual Report 2007

1��



(e) FRS 117 : leases

Prior to 1 October 2006, leasehold land held for own use was classified as property, plant and equipment

and was stated at revalued amount less accumulated amortisation and impairment losses. The adoption

of the revised FRS 117 has resulted in a change in the accounting policy relating to the classification of

leases of land. Leases of land are classified as operating or finance leases in the same way as leases of other

assets and the land and building elements of a lease of land and buildings are considered separately for the

purposes of lease classification. Leasehold land held for own use is now classified as operating lease and

where necessary, the minimum lease payments of the up-front payments made are allocated between the

land and the buildings elements in proportion to the relative fair values for leasehold interests in the land

element and buildings element of the lease at the inception of the lease. The up-front payment represents

prepaid lease payments and are amortised on a straight-line basis over the lease term.

The hotel property’s long term leasehold land has been reclassified in accordance with FRS 117. The adoption

of FRS 117 has resulted in a decrease in the Group’s property revaluation reserve by RM1,009,500/- with

a corresponding increase in deferred tax liabilities. In addition, there is a decrease in the current year’s

net profit by RM61,779/- due to the amortisation of prepaid land lease payments (2006: a decrease of

RM61,500/- net of tax).

At 1 October 2006, the unamortised amount of leasehold land is retained as the surrogate carrying amount

of prepaid lease payments as allowed by the transitional provisions. The reclassification of leasehold land

as prepaid land lease payments has been accounted for retrospectively and as disclosed in Note 51, certain

comparatives have been restated.

(f) FRS 127 : Consolidated and Separate Financial Statements

Prior to 1 October 2006, investments in subsidiary companies were stated at cost and/or at directors’

valuation, less accumulated impairment losses, if any.

Upon adoption of FRS 127, all investments in subsidiary companies are stated at cost less accumulated

impairment losses, if any. The adjustment in investments in subsidiary companies has been made

retrospectively to reflect the investments in subsidiary companies at cost of RM38,272,470/- with the

corresponding adjustments to investment revaluation reserves and opening retained profits of RM5,589,555/-

and RM21,943,356/- respectively.

(g) FRS 140 : Investment property

Prior to 1 October 2006, investment properties were stated at valuation and were not depreciated. Investment

properties were revalued at least once in every five years based on valuations carried out by independent

professional valuers on the open market value basis.

Annual Report 2007

1�0



(g) FRS 140 : Investment property (cont’d)

Upon adoption of FRS 140, all properties held either to earn rental income or for capital appreciation or

for currently undetermined future use have been reclassified from property, plant and equipment and land

held for property development to investment properties. All investment properties are stated at fair value.

Gains and losses arising from changes in fair values are recognised in income statement in the year in

which they arise.

The Group has applied FRS 140 in accordance with the transitional provisions which has resulted in

a decrease in the Group’s revaluation reserves by RM42,715,976/- with the corresponding increase in

deferred tax liabilities and opening retained profits of RM10,855,763/- and RM31,860,213/- respectively.

In addition, there is an increase in net profit for the year by RM12,920,466/- .

51. COMpARATIVE FIGURES

(a) Certain comparatives figures have been restated/reclassified as a result of changes in accounting policies

as stated in Note 50 to the financial statements and to conform with the newly adoption of FRSs as

follows:-

(i) Balance Sheet As As previously FRS 127 Restated/ Company Stated Note 7 Reclassified

Investment in subsidiary companies 65,805,381 (27,532,911) 38,272,470

Retained profits 52,030,884 (21,943,356) 30,087,528

Investment revaluation reserve 5,589,555 (5,589,555) – As As previously FRS 117 Restated/ Group Stated Note 5 Reclassified

Property, plant and equipment 97,510,476 (19,315,284) 78,195,192

Prepaid land lease payments – 19,238,584 19,238,584

Deferred tax liabilities 20,889,100 894,600 21,783,700

Retained profits 236,024,397 (534,800) 235,489,597

Property revaluation reserves 52,165,355 (436,500) 51,728,855

Annual Report 2007

1�1


51. COMpARATIVE FIGURES (cont’d)

(ii) Income Statement

As As previously FRS 101 FRS 117 Restated/ Group Stated Note 5 Reclassified

Administrative costs 29,072,229 – 76,700 29,148,929

Amortisation of prepaid land

lease payments – – 259,214 259,214

Share in results of associated

companies after tax 14,348,892 (4,760,403) – 9,588,489

Profit before taxation 79,698,739 (4,760,403) (76,700) 74,861,636

Taxation 29,237,469 (4,760,403) (15,200) 24,461,866

Profit after taxation 50,461,270 – (61,500) 50,399,770

Minority interests (150,791) 150,793 – 2

Profit attributable to equity

holders of the Company 50,310,479 150,793 (61,500) 50,399,772

(b) Certain comparative figures have been reclassified to conform with current year’s presentation:-

Cash Flow Statement

As previously As Group Stated Reclassification Reclassified

Net cash generated from

operating activities 25,676,499 4,755,150 30,431,649

Net cash used in investing activities (45,237,945) (4,755,150) (49,993,095)

The reclassification of cash flows in respect of land held for property development and land held for joint

development from operating activities to investing activities.

Annual Report 2007

1��

List of Properties As At �0 September �00�

location

Part of Lot 9105, Mukim of Kajang, Daerah Ulu Langat, Selangor Darul Ehsan

Lot 42182, Seksyen 10, Bandar Kajang, District of Ulu Langat, Selangor Darul Ehsan

Lot 19390, Mukim Semenyih, Daerah Ulu Langat, Selangor Darul Ehsan

Lot 428 and part of Lot 6814, Daerah Larut & Matang, Mukim Kamunting, Perak Darul Ridzuan

Part of Lot 6814, Daerah Larut & Matang, Mukim Kamunting, Perak Darul Ridzuan

P.T. No. 25624, Taman Bukit Mewah, Kajang, Selangor Darul Ehsan

Lot 15665 to Lot 15673, Mukim Semenyih, Lot 1194, Pekan Semenyih, both under Daerah Ulu Langat, Selangor

Lot 15657 to Lot 15664, Mukim Semenyih, Lot 1179 to 1193, Pekan Semenyih, both under Daerah Ulu Langat, Selangor

Lot 15694, Mukim Semenyih, Daerah Ulu Langat, Selangor


Description and Existing Use

Agricultural title Existing use: Vacant land

Land approved for developmentExisting use: Rubber trees

Vacant residential land

Lot 428 approved for residential developmentExisting use: Partly under construction {part of Lot 6814 (99.9 acres) joint-venture for development}

Land presently held under agricultural titleExisting use: oil palm plantation

3-storey clubhouse, car park and swimming pool, all known as Mewah Club (built-up area of 39,478 sq. ft.)(Building age : 13 years)

Vacant commercial land




Tenure

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Net Book ValueAs At

30-9-2007 RM’000

2,154

669

860

5,518

5,148

11,176

834

1,667

*Date of Revaluation/

Date of Acquisition

01.04.2004

07.02.2005

30.08.2005

04.09.2000 and

26.12.2001

26.12.2001

*19.08.2005

30.04.1999

30.04.1999

AlIRAN pERKASA SDN. BHD.

land Area

(acres)

3.084

1.495

1.96

170.78

136.95

4.84

0.340

0.704

3.105

3.184

CEKAp CORpORATION BERHAD

Annual Report 2007

1��

location


Lot 36251, 43180, 43177, 26781, 34212, 19208, 19043, 43179, 34213, 19163, 21738, 18920, 19844, 20968, 15407, 22261, 18921, 25157, 21739, 18922, 26785, 22260 and part of Lot 5591, 16148, 16418, 15248, all in Mukim Belanja, District of Kinta, Perak Darul Ridzuan

Lot 5437, Mukim Belanja, District of Perak Tengah, Perak Darul Ridzuan

Lot 44742, Mukim Belanja, District of Kinta, Perak Darul Ridzuan

Part of Master Lot 5281 (i.e. PT 26031-26286, PT 26456-26790, PT 26287-26382, PT 26393-26420, PT 26428-26455 and PT 26791-26796) Mukim Semenyih, District of Ulu Langat, Selangor Darul Ehsan

PT 417 to 427 (11 lots), Pekan Baru Sungai Besi, Daerah Petaling, Selangor Darul Ehsan

CHAU YANG FARMING SDN. BHD.



Land presently held under agricultural titleExisting use: Factory and office buildings, workers’ quarter, livestock farming and oil palm cultivation(Building age: 16 years)

Land presently held under agricultural titleExisting use: oil palm cultivation

Land approved for residential & commercial developmentExisting Use: Vacant Land

Land approved for residential and commercial development Existing use: Vacant land

land Area

(acres)

2.08

224.26 (nett area)

3.85

56.45

11.98

Tenure

Freehold

Freehold

Leaseholdexpiring inyear 2106

Freehold

Leasehold expiring in year 2100

Net Book ValueAs At

30-9-2007 RM’000

667

8,686

33,887

15,500


Date of Acquisition

30.04.1999

26.05.2006

08.10.2001

14.01.2005

CEKAp CORpORATION BERHAD

GERAK TEGUH SDN. BHD.

HIlIRAN JUARA SDN. BHD.

List of Properties As At �0 September �00� (cont’d)

Annual Report 2007

1��

KAJANG RESOURCES CORpORATION SDN. BHD.

All of the parcels of land held by this subsidiary are located at Batu 18, Jalan Semenyih, Mukim of Semenyih, District of Hulu Langat, Selangor Darul Ehsan and form part of the mixed development project of Bandar Teknologi Kajang.

location

PT No. 21725

PT Nos. 50 & 51

Lot No. 1966

Lot Nos. 1985 and 1990

Lot. No. 2028


Lot No. 2217

Lot Nos. 2219, 2220, 2221 and 2222


Lot No 2298



Land approved for developmentExisting use: Oil palm plantation

Land presently held under agricultural titleExisting use: Rubber plantation

Land presently held under agricultural title Existing use: Oil palm/rubber plantation



Land presently held under agricultural titleExisting use: Oil palm/rubber plantation

Land presently held under agricultural title Existing use: Oil palm/rubber plantation

Land approved for development Existing use: Oil palm plantation

Land presently held under agricultural titleExisting use: Oil palm/rubber plantation

land Area

(acres)

3.61

9.66

10.01

22.88

9.36

10.38

7.39

29.54

14.01

7.01

Tenure

Freehold


Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Net Book ValueAs At

30-9-2007 RM’000

1,883

3,347

1,819

2,915

860

1,206

1,989

4,320

3,930


Date of Acquisition

1991

1991

26.05.1994

02.03.1994

29.02.1996

11.08.1995

19.08.1997

13.12.1994, 03.06.1994,

and 05.08.1997

11.11.1991

06.02.2001


Annual Report 2007

1��


KUMpUlAN INDAH BERSATU SDN. BHD.

lAJU JAYA SDN. BHD.

location

Lot No. 2291

Lot No. 2292

Lot No. 2293

Lot No. 2294

Lot 131 & 132

Lot 2223 and 2224, Mukim Semenyih, Daerah Ulu Langat, Selangor Darul Ehsan

Lot 2225 and 2226, Mukim Semenyih, Daerah Ulu Langat, Selangor Darul Ehsan

Lot 2299, Mukim Semenyih, Daerah Ulu Langat, Selangor Darul Ehsan

P.T. Nos. 19379 to 19391 (13 lots) Jalan Semenyih, Kajang, Selangor Darul Ehsan

P.T. No. 19482 Kajang Town Centre, District of Hulu Langat, Selangor Darul Ehsan


Land approved for developmentExisting use: Oil palm plantation

Land approved for developmentExisting use: Oil palm/rubber plantation

Joint venture land approved for developmentExisting use: Oil palm/rubber plantation

Land approved for developmentExisting use: Oil palm/rubber plantation


Agricultural title Existing use: Rubber trees

Agricultural title Existing use: Rubber trees

Agricultural title Existing use: Fruit trees

Wisma Metro Kajang. A 6-storey hotel cum office building with built-up area of 171,935 sq. ft. Existing use: 100% tenanted(Building age : 13 years)

Commercial complex with built-up area of approximately 600,000 sq. ft.Existing use: 99% tenanted(Building age: 11 years)

land Area

(acres)

7.01

7.01

7.00

6.99

1.57

14.782

15.156

6.994

0.585

2.33

Tenure

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Freehold

Leasehold of 99 years expiring in

2089


2089


Date of Acquisition

22.02.1999

14.01.1999

08.09.2001

23.05.1995

19.08.1997

28.10.2003

12.05.2004

28.08.2003

*19.08.2005

28.09.2007(Investment Properties

stated at fair value)

Net Book ValueAs At

30-9-2007 RM’000

4,551

248

2,764

3,557

1,609

29,374

102,000

KAJANG RESOURCES CORpORATION SDN. BHD.

MAHA USAHA SDN. BHD.

Annual Report 2007

1��


location

Lot 462, Seksyen 7, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan

Lot No. 42149, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan

PT 35799, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan Lot 42275, Seksyen 9, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan PT 56159, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan

PT 56160, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan




Existing use: Vacant commercial land temporary leased to Srijang Indah Sdn. Bhd. for a single storey Food Court (Built-up area : approximately 10,000 sq. ft.)

Land approved for commercial and residential development Existing use: vacant

Land approved for commercial and residential development Existing use: Office

Land approved for commercial development Existing use: Building

Land approved for commercial development Existing use: Vacant land

Land approved for commercial development Existing use: Vacant land

Land approved for residential developmentExisting use: partly occupied

Existing use: leased out for commercial building

land Area

(acres)

1.65

12.31

1.210

1.856

3.720

2.410

1.670

1.047

Tenure









Net Book ValueAs At

30-9-2007 RM’000

3,223

12,432

2,328

3,676

7,106

4,665

1,452

3,460


Date of Acquisition

25.07.1995

25.07.1995

25.07.1995

25.07.1995

25.07.1995

25.07.1995

25.07.1995



SERBA SENTOSA SDN. BHD.

Annual Report 2007

1��

location

P.T. No. 27695 (formerly known as Lot 7506), Mukim Semenyih, Daerah Ulu Langat, Selangor Darul Ehsan

P.T. No. 4483, Mukim of Semenyih, Daerah Ulu Langat, Selangor Darul Ehsan

Lot 7417, Bandar Batu 18, Jalan Semenyih, Daerah Hulu Langat, Selangor Darul Ehsan

Lot 36306 (formerly known as P.T. No. 29792), Seksyen 10, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan

Lot 501 (formerly known as P.T. No. 54781), Seksyen 7, Bandar Kajang, Daerah Ulu Langat, Selangor Darul Ehsan

P.T. No. 54017, Bandar Baru Bangi, Daerah Ulu Langat, Selangor Darul Ehsan

SERENTAK MAJU CORpORATION SDN. BHD.


Joint venture land approved for developmentExisting use: Vacant land

Land approved for school Existing use: Vacant land

Joint venture land approved for developmentExisting use: Vacant industrial land


4 storey commercial complex. (built-up area approximately: 358,707 sq. ft., 78% tenanted) (Building age: 6 months)

Existing use:1½ storey supermarket building (built-up area : 67,089 sq. ft.) (Building age: 4 years)

land Area

(acres)

3.32

4.21

0.04546

1.67

1.72

1.77

Tenure




Freehold


Freehold

Net Book ValueAs At

30-9-2007 RM’000

#

980

#

3,280

40,180

9,090


Date of Acquisition

17.06.1994

17.06.1994

17.06.1994







# The cost and market value of this joint venture property has not been incorporated in the financial statements as the title has not been transferred to Serentak Maju Corporation Sdn. Bhd. at the date of this report. Joint Venture agreement has been signed with the landowner for the proposed development of this land.

SRIJANG INDAH SDN. BHD.


Annual Report 2007

1��

SRIJANG INDAH SDN. BHD.

TIp TOp MEAT SDN. BHD.

VAST FURNITURE MANUFACTURING (KUNSHAN) CO. lTD.

location

B-G-25, B-1-25, B-5-25, B-G-26, B-3-26, B-5-26, B-3-27, B-3A-27, B-5-27, B-1-28, B-2-28, B-3-28, B-3A-28, B-5-28, B-G-29, B-1-29, B-2-29, B-3-29, B-3A-29 and B-5-29, Block B, Pusat Perdagangan Pelangi, Persiaran Surian, Pelangi Damansara, 47800 Petaling Jaya, Selangor (Pelangi Square shops)

Lot 462, Seksyen 7, Bandar Kajang, District of Hulu Langat, Selangor Darul Ehsan

PT No. 17840, Mukim Serendah, Daerah Ulu Selangor, Selangor Darul Ehsan

Lot 1120101015 &Lot 1120101009558 Airport RoadShipu Town, Kunshan City, Jiangsu ProvinceRepublic of China


Pusat Perdagangan Pelangi, Pelangi Damansara.20 units of stratified shop office lots within a block of 6-storey shop offices with 82 bays of carpark (built-up area: 32,139 sq. ft.)(Building age: 3 years)

Temporary lease the land from Serba Sentosa Sdn. Bhd. and constructed a single storey Food Court (built-up area: approximately 10,000 sq. ft.)(Building age: 4 years)

Office and factory building(Building age: 4 years)

Vacant landOffice & factory buildings(Building age: 7 years)

New factory building(Building age: 2 years)


Date of Acquisition





*01.09.2005

*29.09.2005

30.06.2006

Net Book ValueAs At

30-9-2007 RM’000

9,687

172

21,800

8,121

2,837

Tenure




2101


2049

land Area

(acres)

0.25

1.65

50.0

10.0


Annual Report 2007

1��

SHARE CApITAl

Authorised Share Capital : RM500,000,000

Issued and Fully Paid-up : RM229,078,140

Type of Shares : Ordinary shares of RM1.00 each

Voting Rights : One vote per shareholder on a show of hands In the meeting

One vote per ordinary share on a poll of shareholders

No. of Shareholders : 3,361

ANAlYSIS OF SHAREHOlDINGS

Range of Shareholdings No. of Holders Total Holdings %

1 – 99 465 12,936 0.006

100 – 1,000 276 204,859 0.089

1,001 – 10,000 2,051 7,759,307 3.387

10,001 – 100,000 455 13,193,042 5.759

100,001 – 11,453,906 109 91,224,273 39.823

11,453,907 and above 5 116,683,723 50.936

Total 3,361 229,078,140 100.000

SUBSTANTIAl SHAREHOlDERS

No. of Shares Held Direct Indirect Name of Shareholder Interest % Interest %

1 Chen Choy & Sons Realty Sdn. Bhd. (“CCSR”) 46,271,389 20.199 40,906,667 * 17.857

2 Public Bank Group Officers’ Retirement – – 20,706,604 * 9.039

Benefits Fund

3 Permodalan Nasional Berhad 16,703,167 7.291 – –

4 Dato’ Chen Kooi Chiew @ Cheng Ngi Chong 1,323,001 0.577 90,499,390 ** 39.506

5 Datuk Chen Lok Loi 3,504,001 1.530 87,178,056 ^ 38.056

6 Mr. Chen Fook Wah 273,333 0.119 87,178,056 ^ 38.056

7 Mr. Chan Hon Fu 1,405,001 0.613 87,178,056 ^ 38.056

8 Mr. Chen Ying @ Chin Ying – – 87,808,723 ^^ 38.331

9 Dr. Chin Kuan Haok @ Chen Koh Fook – – 87,178,056 ^ 38.056

Notes :

* Deemed interest through shares held in nominee companies.

** Deemed interest through shares held in CCSR, Lotus Way Sdn Bhd and shares held through nominee

companies.

^ Deemed interest through shares held in CCSR.

^^ Deemed interest through shares held in CCSR and in a nominee company.

Analysis of Shareholdings As At �1 December �00�

Annual Report 2007

1�0

TOp 30 SHAREHOlDERS OF METRO KAJANG HOlDINGS BERHAD

(Without aggregating securities from different securities account belonging to the same person)

Names Shareholdings % 1 Chen Choy & Sons Realty Sdn Bhd 46,271,389 20.199 2 EB Nominees (Tempatan) Sdn Bhd 23,220,000 10.136 Qualifier : Pledged Securities Account for Chen Choy & Sons Realty Sdn Bhd

3 RHB Capital Nominees (Tempatan) Sdn Bhd 17,686,667 7.721 Qualifier : Pledged Securities Account for Chen Choy & Sons Realty Sdn Bhd

4 Permodalan Nasional Berhad 16,703,167 7.291

5 Kenanga Nominees (Tempatan) Sdn Bhd 12,802,500 5.589 Qualifier : Public Bank Group Officers’ Retirement Benefits Fund

6 Nisbah Kurnia Sdn Bhd 10,057,044 4.390

7 Public Invest Nominees (Tempatan) Sdn Bhd 7,904,104 3.450 Qualifier : Public Bank Group Officers’ Retirement Benefits Fund

8 Cipta Wajib Sdn Bhd 6,907,434 3.015

9 Public Nominees (Tempatan) Sdn Bhd 4,083,334 1.783 Qualifier : Pledged Securities Account for Rekapacific Berhad

10 DB (Malaysia) Nominee (Asing) Sdn Bhd 3,726,000 1.627 Qualifier : British And Malayan Trustees Limited

11 Datuk Chen Lok Loi 3,504,001 1.530

12 Public Nominees (Tempatan) Sdn Bhd 2,916,667 1.273 Qualifier : Pledged Securities Account for Halim Securities Sdn Bhd

13 Public Nominees (Tempatan) Sdn Bhd 2,916,667 1.273 Qualifier : Pledged Securities Account for Alor Setar Securities Sdn Bhd

14 EB Nominees (Tempatan) Sdn Bhd 2,384,667 1.041 Qualifier : Pledged Securities Account for Dato’ Chen Kooi Chiew @ Cheng Ngi Chong

Analysis of Shareholdings (cont’d)

Annual Report 2007

1�1

TOp 30 SHAREHOlDERS OF METRO KAJANG HOlDINGS BERHAD (cont’d) Names Shareholdings %

15 Amanah Raya Nominees (Tempatan) Sdn Bhd 2,279,700 0.995 Qualifier : Public Far-East Property & Resorts Fund

16 Premier Vantage Sdn Bhd 1,934,567 0.845

17 Amanah Raya Nominees (Tempatan) Sdn Bhd 1,852,600 0.809 Qualifier : Public Smallcap Fund

18 Chai Nyok Lan @ Choy Pah Khin 1,607,145 0.702

19 RHB Nominees (Asing) Sdn Bhd 1,510,000 0.659 Qualifier : Loh Tsu Sin

20 Selestar Realty Sdn Bhd 1,432,441 0.625

21 Tan Sou Yee 1,428,667 0.624

22 Chan Hon Fu 1,405,001 0.613

23 Dato’ Chen Kooi Chiew @ Cheng Ngi Chong 1,323,001 0.578

24 Cimsec Nominees (Tempatan) Sdn Bhd 1,240,000 0.541 Qualifier : Pledged Securities Account for Tan Sri Dato’ Lee Kim Sai @ Lee Hoo

25 EB Nominees (Tempatan) Sdn Bhd 1,166,667 0.509 Qualifier : Pledged Securities Account for Selestar Realty Sdn Bhd

26 Citigroup Nominees (Asing) Sdn Bhd 1,067,000 0.466 Qualifier : Citigroup GM INC for SC Asian Opportunity Fund

27 Goh Thong Beng 1,028,000 0.449

28 Citigroup Nominees (Asing) Sdn Bhd 969,800 0.423 Qualifier : GSI for The SFP Asia Master Fund Ltd

29 Citigroup Nominees (Asing) Sdn Bhd 916,360 0.400 Qualifier : Citigroup GM INC for SC Fundamental Value Fund

30 Sentosa Meriah Sdn Bhd 857,733 0.374

TOTAl 183,102,323 79.930

Analysis of Shareholdings (cont’d)

Annual Report 2007

1��

Directors’ ShareholdingsAs At �1 December �00�

METRO KAJANG HOlDINGS BERHAD

No. of Ordinary Shares of RM1.00 each Direct Deemed Director Interest % Interest %

Tan Sri Dato’ Lee Kim Sai @ Lee Hoo – – 1,240,000 * 0.541

Dato’ Chen Kooi Chiew @ Cheng Ngi Chong 1,323,001 0.577 90,499,390 ** 39.506

Datuk Chen Lok Loi 3,504,001 1.530 87,178,056 ^ 38.056

Mr Chen Fook Wah 273,333 0.119 87,178,056 ^ 38.056

Mr Chin Nam Onn 264,000 0.115 – –

Mr Chen Ying @ Chin Ying – – 87,808,723 ^^ 38.331

Haji Othman Bin Sonoh 14,667 0.006 – –

En. Mohammed Chudi Bin Haji Ghazali 10,000 0.004 – –

Notes :-

* Deemed interest through shares held in a nominee company.

** Deemed interest through shares held in Chen Choy & Sons Realty Sdn Bhd (“CCSR”), Lotus Way Sdn Bhd and

shares held through nominee companies.

^ Deemed interest through shares held in CCSR.

^^ Deemed interest through shares held in CCSR and shares held through a nominee company.

RElATED COMpANY

- Srijang Kemajuan Sdn. Bhd.

No. of Ordinary Shares of RM1.00 each Direct Deemed Director Interest % Interest %

Dato’ Chen Kooi Chiew @ Cheng Ngi Chong 1 0.0003 – –

Mr Chen Ying @ Chin Ying 1 0.0003 – –

Form of Proxy

I/We ______________________________________________________________________________________________

of_________________________________________________________________________________________________

being a Member of METRO KAJANG HOlDINGS BERHAD hereby appoint _________________________________

of_________________________________________________________________________________________________

or failing him, the Chairman of the meeting as my/our proxy to vote for me/us on my/our behalf at the Twenty-Eighth

Annual General Meeting of the Company to be held at Ballroom, First Floor, Prescott Metro Inn, Jalan Semenyih,

43000 Kajang, Selangor Darul Ehsan on Tuesday, 26 February 2008 at 10.00 a.m. and at any adjournment thereof.

The proxy is to vote on the Resolution set out in the Notice of Meeting with “X” in the appropriate spaces. If no

specific direction as to voting is given, the proxy will vote or abstain from voting at his discretion.

FOR AGAINST

ORDINARY RESOLUTION 1








SPECIAL RESOLUTION 1

Number of Shares Held

_______________________ Signed this ________day of __________________

Signature of Shareholder(s)

Notes:1. A member entitled to attend and vote at the meeting is entitled to attend and vote in person or by proxy or by

attorney or by duly authorised representative. A proxy or attorney or duly authorised representative may but need not be a member of the Company.

2. The power of attorney or an office copy or a notarially certified copy thereof or the instrument appointing a proxy shall be in writing under the hand of the appointor or of his attorney duly authorised in writing. If the appointor is a corporation, it must be executed under its common seal or in the manner authorised by its constitution.

3. If the Form of Proxy is returned without any indication as to how the proxy shall vote, the proxy will vote or abstain as he thinks fit. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

4. The instrument appointing a proxy together with the power of attorney (if any) under which it is signed or an office copy or a notarially certified copy thereof must be deposited at the Registered Office, Suite 1, 5th Floor, Wisma Metro Kajang, Jalan Semenyih, 43000 Kajang, Selangor Darul Ehsan at least 48 hours before the time appointed for holding the meeting or any adjournment thereof.

Suite 1, 5th FloorWisma Metro KajangJalan Semenyih43000 KajangSelangor Darul EhsanMalaysia

The Company SecretaryMetro Kajang Holdings Berhad (50948-T)

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