PLENITU-AnnualReport2011 (1.4MB)

8/3/2019 PLENITU-AnnualReport2011 (1.4MB)

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A N N U A L R E P O R T 2 0 1 1


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02 Corporate Information

03 Corporate Structure

04 Financial Highlights

06 Board of Directors Profiles

09 Chairmans Statement

13 Corporate Social Responsibility

16 Corporate Social Calendar

22 Corporate Calendar

24 Awards and Recognition

25 Statement on Corporate Governance

31 Statement on Internal Control

32 Audit Committee Report

35 Statement on Directors Responsibility

37 Financial Statements

98 List of Properties

102 Analysis of Shareholdings

104 Notice of Annual General Meeting

Form of Proxy

contents


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2CORPORATEINFORMATION

PLENITUDE BERHAD ANNUAL REPORT 2011

BOARD OF DIRECTORSChua ElsieExecutive Chairman

Zukarnine Shah bin Zainal AbidinIndependent Non-Executive Director

Tan Kak TeckIndependent Non-Executive Director

Dr. Aruljoethy a/l RatnasingamIndependent Non-Executive Director

Chan Soo WahIndependent Non-Executive Director

Tan Yew NgeeIndependent Non-Executive Director

COMPANY SECRETARY

Wong Keo Rou(MAICSA 7021435)

AUDIT COMMITTEE

Tan Yew NgeeChairman

Tan Kak Teck

Member

Chan Soo WahMember

EXECUTIVE COMMITTEE

Chua ElsieChairman

Zukarnine Shah bin ZainalAbidinMember

REMUNERATIONCOMMITTEE

Zukarnine Shah bin ZainalAbidinChairman

Dr. Aruljoethy a/lRatnasingamMember

NOMINATION COMMITTEE

Dr. Aruljoethy a/lRatnasingamChairman

Zukarnine Shah bin ZainalAbidinMember

REGISTERED OFFICE2nd Floor, No. 2,

Jalan Sri Hartamas 8,Sri Hartamas,50480 Kuala Lumpur,

Wilayah Persekutuan (KL)Tel : +603-6201 0051Fax : +603-6201 0071

WEBSITE ADDRESS

www.plenitude.com.my

SHARE REGISTRAR

ShareWorks Sdn Bhd(229948-U)

10-1, Jalan Sri Hartamas 8,Sri Hartamas,

50480 Kuala LumpurTel : +603-6201 1120Fax : +603-6201 3121

AUDITORS

Baker Tilly Monteiro Heng

(AF 0117)

Monteiro & Heng Chambers,22, Jalan Tun Sambathan 3,

50470 Kuala Lumpur

PRINCIPAL BANKER

Alliance Bank

Malaysia BerhadRHB Bank Berhad

STOCK EXCHANGELISTING

Main Market of BursaMalaysia Securities BerhadSector : Property

Stock Code : 5075(Listed since 18 November2003)


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3CORPORATESTRUCTURE

PLENITUDE TEBRAU SDN BHD (120951-T)(Property Development and Investment Holding)

PNT GUARDS SDN BHD (585041-K)(Property Development and Property Investment)

PNT MATERIALS TRADING SDN BHD (421862-P)(Trading of Construction Materials)

PNT PROPERTY MANAGEMENT SERVICES

SDN BHD (596568-X)(Management Services)

PLENITUDE HEIGHTS SDN BHD (39315-P)(Property Development, Hoteling and Investment Holding)

PLENITUDE BUILDERS SDN BHD (566375-K)(Property Development)

TBBH MANAGEMENT & VENTURE HOLIDAYSSDN BHD (262127-D)(Management Services for Hotel Industry)

PLENITUDE PERMAI SDN BHD (328826-M)(Property Development and Investment Holding)

INTISARI SANJUNG (M) SDN BHD (235001-H)(Property Development)

PLENITUDE HILLS SDN BHD (596093-A )

(Investment Holding)

PLENITUDE BAYU SDN BHD (799140-W)

(Property Development and Investment)

PLENITUDE ESTATES SDN BHD (869312-M)

(Property Development and Property Investment)

PLENITUDE DAMANSARA SDN BHD (734688-X)

(Dormant)

PLENITUDE INTERNATIONAL SDN BHD (686975-P)

(Dormant)

PLENITUDE HOMES SDN BHD (884139-K)

(Dormant)

CIPRIANI SDN BHD (225950-U)

(Investment Holding)


100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%

100%


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4FINANCIALHIGHLIGHTS

Financial Year Ended 30 June 2007 2008 2009 2010 2011

Revenue (RM000) 238,177 347,838 282,756 349,713 317,886

Profit Before Tax (RM000) 82,670 108,489 109,259 113,550 121,842

Net Profit for the Financial Year (RM000) 56,512 78,634 79,782 84,191 89,598

Total Assets (RM000) 679,587 741,857 825,165 879,669 951,390

Cash and Cash Equivalents (RM000) 55,918 135,459 246,248 325,054 334,819

Total Borrowings (RM000) 38,762 17,381 5,343 1,239 -

Issued and Paid Up Capital (RM000) 135,000 135,000 135,000 135,000 270,000

Shareholders Equity (RM000) 521,279 588,579 654,692 724,708 785,956

Basic Earning per Share* (sen) 20.93 29.13 29.55 31.18 33.18

Net Assets per Share* (RM) 1.93 2.18 2.43 2.69 2.91

Gross Dividend per Share* (sen) 5.8 6.8 7.0 7.5 8.0

Net Dividend per Share* (sen) 4.2 5.1 5.3 7.5 8.0

* The comparative figures for Basic Earnings per Share, Net Assets per Share, Gross Dividend per Share and Net Dividend perShare have been restated to reflect the 1-for-1 Bonus Issue which was completed in the financial year ended 30 June 2011.


Gross Dividendper Share

(sen)

Net Assets per Share(RM)

07 08 09 10 1107 08 09 10 11

07 08 09 10 11

Shareholders Equity(RM000)

Basic Earningsper Share

(sen)

07 08 09 10 11

07 08 09 10 11

Revenue(RM000)

238,

177

07 08 09 10 11

Net Profit for theFinancial Year

(RM000)

347,

838

282,7

56 3

17,

886

349,

713

56,

512

78,

634

79,

782 8

9,

598

84,

191

521,

279

588,

579

6

54,

692

785,

956

724,

708

1.

93

2.

18

2.

43

2.

91

2.

69

20.

93

29.

13

29.

55

33.

18

31.

18

5.

8

6.

87.

0

8.

0

7.

5


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6BOARD OFDIRECTORS

PROFILES


01 Chua ElsieExecutive Chairman

02 Zukarnine Shah Bin Zainal AbidinIndependent Non-Executive Director

03 Tan Kak TeckIndependent Non-Executive Director

04 Chan Soo WahIndependent Non-Executive Director

05 Dr. Aruljoethy A/L RatnasingamIndependent Non-Executive Director

06 Tan Yew NgeeIndependent Non-Executive Director

04

06

02

05

03

01


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7board of

directors

profiles

Chua ElsieExecutive ChairmanAged 53, Malaysian

Madam Chua Elsie was appointed to the Board on 2 September 2002 and is also the Chairmanof the Executive Committee. She actively oversees the entire operations of Plenitude Berhad andis also responsible for the formulation and implementation of the Companys business policies andstrategies. She is a Director of Ikatanbina Sdn Bhd, the substantial shareholder of Plenitude

Berhad.

Zukarnine Shah Bin Zainal AbidinIndependent Non-Executive DirectorAged 45, Malaysian

Encik Zukarnine Shah Bin Zainal Abidin was appointed to the Board on 2 September 2002. He isthe Chairman of the Remuneration Committee, a member of the Executive Committee and

Nomination Committee.

He completed his early tertiary education obtaining a Diploma in Accountancy and Certificate in

Taxation from the University of Technology MARA in 1988. He holds a degree in CombinedStudies with Accounting from De Monfort University, Leicester, England and a Masters in BusinessAdministration with distinction from the same university. He is actively involved in various

entrepreneurial and management ventures.

Tan Kak TeckIndependent Non-Executive DirectorAged 52, Malaysian

Mr. Tan Kak Teck was appointed to the Board on 15 July 2003. He is a member of the AuditCommittee. Mr. Tan is a Chartered Accountant with the Malaysian Institute of Accountants and

a fellow member of the Association of Chartered Certified Accountants. He began his auditingcareer in 1983 and is currently a partner of an audit firm in Kuala Lumpur.

Chan Soo WahIndependent Non-Executive DirectorAged 60, Malaysian

Madam Chan Soo Wah was appointed to the Board on 24 September 2004. She is a member ofthe Audit Committee. She is also a fellow member of the Institute of Chartered Accountants ofEngland and Wales and a Chartered Accountant of the Malaysian Institute of Accountants.

Madam Chan began her professional career with international accounting firms in England andMalaysia. She has held senior positions in investment companies, an investment bank and a public

listed company in Malaysia. She is also an Independent Non-Executive Director of OceancashPacific Berhad, a company listed on the ACE Market of Bursa Malaysia Securities Berhad.



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Dr. Aruljoethy A/L RatnasingamIndependent Non-Executive DirectorAged 60, Malaysian

Dr. Aruljoethy A/L Ratnasingam was appointed to the Board on 31 August 2003. He is the

Chairman of the Nomination Committee and a member of the Remuneration Committee. He isa medical doctor registered with the Malaysian Medical Council and a fellow member of theRoyal College of Surgeons, Edinburgh. He also holds a Masters in Business Administration from

the Graduate Business School, Herriott Watt University, Edinburgh.

Dr. Aruljoethy served as a medical officer with the Malaysian Health Services for 10 years before

joining the private sector in 1989. He was the Consultant Orthopaedic and Trauma Surgeon atthe Puteri Specialist Hospital, Johor Bahru and was on the Board of Directors of Medical Centre(Johor) Sdn Bhd from 1989 to 2003. Currently, he lectures at AIMST University, Kedah Darul

Aman, Malaysia and is also the deputy dean of the faculty of medicine at the same university.

Tan Yew NgeeIndependent Non-Executive DirectorAged 55, Malaysian

Mr. Tan Yew Ngee was appointed to the Board on 1 November 2010. He is the Chairman of theAudit Committee. He is a Chartered Accountant with the Malaysian Institute of Accountants anda fellow member of the Association of Certified and Chartered Accountants.

Mr. Tan has more than thirty years working experience in a accounting and finance capacity.During the years 2000 to 2005, he served as Executive Director cum Group General Manager(Finance) at Kuok Oils & Grains Pte. Ltd., (Singapore) and is currently a Director of P.T. Gunung

Madu Plantations, Indonesia.

Other Information

a. Family RelationshipNone of the Directors has any family relationship with any Director and/or Major Shareholder

of Plenitude Berhad.

b. Conflict of InterestNone of the Directors has any conflict of interests with Plenitude Berhad.

c. Conviction for OffencesNone of the Directors has been convicted for any offence within the past 10 years other thantraffic offences, if any.

d. Attendance for Board Meetings for the financial year ended 30 June 2011:-

Name of Director Attendance %

Chua Elsie 5/5 100

Zukarnine Shah bin Zainal Abidin 5/5 100

Tan Kak Teck 5/5 100

Chan Soo Wah 5/5 100

Dr. Aruljoethy A/L Ratnasingam 4/5 80

Tan Yew Ngee (Appointed on 1 November 2010) 3/3 100

board ofdirectors

profiles

8


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9CHAIRMANS

STATEMENT


FINANCIAL RESULTS

You will be happy to note that Plenitude posted

a profit before tax of RM121.8 million comparedto the previous year of RM113.6 million, a

modest increase of 7.2% on the back of revenueof RM317.9 million compared to RM349.7million for the previous year.

The net assets per share as at 30 June 2011 isRM2.91 and the Groups earnings per share for

the financial year is 33.2 sen, a modest increaseof 6.4% compared to the previous year.

Plenitude has zero gearing and this has enabledthe Group to continue maintaining a healthybalance sheet and increasing its net cash

position. Profit for FY2011 was attributed tohigher sales from the Groups existing projects,implementation of new development projects

and continuous launches of new phases.

Dear Shareholders,

On behalf of your Board of

Directors, I am pleased to presentthe Annual Report and Financial

Statements of Plenitude Berhad for

the financial year ended 30 June

2011.


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10chairmansstatement


PERFORMANCE REVIEW

Our broad range of attractive quality products and the regional spread of ourdevelopments in the Central, Northern and Southern Corridors of PeninsularMalaysia continued to propel sales and maintain steady flow of business

throughout the year under review. Plenitude was also able to capitalize on thestrongest property price increases in a decade and our aggressive selling pricesbolstered our position particularly in the landed residential and commercial

sub-sectors.

Our continued commitment to good corporate governance, prudent financial

management and conservative values have resulted in a strong cash flow which

in turn enabled us to take advantage of opportunities to increase our landbankand make long term strategic decisions that enhance shareholders value.

By maintaining a prudent strategy of investing in Quality, Plenitude has managedto minimise its risks in the face of the years economic uncertainties.

During the course of the year under review, we have acquired approximately 53acres of prime development land in Penang. This acquisition in Penang is

consistent with Plenitudes corporate vision of continuously increasing its landbank to sustain its property development business and stamp its commitment asa long term property player.

Moving forward, we will continue to view critically the global and national

economic landscapes so as to plan, strategize and effectively respond to anyuncertainties or arising opportunities.

For the year under review the Group launched three phases within its

development in Johor Bahru, Puchong and Sg. Petani.

Taman Desa Tebrau, Plenitudes flagship development in Johor Bahru saw

encouraging sales in its bungalows with a Gross Development Value ofapproximately RM89 million while Phase 8B in Taman Putra Prima, Puchong didexceptionally well where our two and a half storey linked houses were fully sold

out delivering a total Gross Development Value of approximately RM129 million.Our Bandar Perdana project in Sg. Petani also recorded encouraging sales of itsone and a half storey terrace houses with a total Gross Development Value of

approximately RM7 million.


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The Groups maiden luxury project in Penang, Bayu Ferringhi has progressed impressively and

both condominium blocks and the semi-detached houses have been completed ahead ofschedule, keeping to our long established standard of timely completion. Our semi-detachedhouses have been assessed under CONQUAS 21 and attained a score of 79.2%, the highest

achieved in Penang. We are the first developer to utilise quality assessment conducted by theBCA Building Construction Authority, Singapore.

I am truly pleased to inform that overall Plenitude has done well for financial year 2011. Whilewe maintain cautious optimism for the year ahead, I believe that our projects strategic locations,our value propositions, our attractive architectural designs and favorable interest rates will

continue to sustain the good performance of the Company.

DIVIDEND

Based on our performance, the Group has paidout an Interim Single Tier Tax Exempt Dividend

of three (3) sen in March 2011. For the FinalDividend, the Board is recommending a SingleTier Tax Exempt Dividend of five (5) sen for thefinancial year ended 30 June 2011 subject to

shareholders approval at the forthcomingAnnual General Meeting of the Company. Forthe record, Plenitude has been consistent with

dividend payments for every financial year sinceits listing in 2003.

CORPORATE SOCIAL RESPONSIBILITY

Plenitudes corporate philanthropic activities forthe year under review continued to be

premised on its philosophy of providingassistance to enhance the well-being of the

environment, community and workplace. Tofulfil our role as a responsible corporate citizen,we have undertaken numerous initiatives in

terms of social community support, projectsand services. Details of all CSR activities andprojects are provided in other sections of this

report. We believe that CSR activities should bedone quietly and with dignity.


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AWARDS AND RECOGNITION

Awards and recognition serve as indicators of the Groups qualitative and quantitative excellence

and we are pleased that for the year under review Plenitude continued to be bestowed withseveral industry recognized awards.

Plenitude was ranked 15 amongst Malaysias Top 30 Property Developers Year 2010 by the EdgeMalaysia and Plenitude Bayu Sdn Bhds semi-detached houses were awarded 79.2 CONQUASpoints by the Building Construction Authority of Singapore while Taman Putra Primas Phase 8A

2 & 21/2 terrace houses was awarded a QLASSIC score of 74 points.

OUTLOOK

While our performance for the year under review evidenced consistent and steady growth, wecannot discount external factors that may impact the performance of the Group. Plenitude

continues to be cautiously optimistic and will remain true to our core values of quality, reliabilityand integrity.

ACKNOWLEDGEMENT

Our success is a team effort and we remain cohesive, agile, prudent, dedicated and committed

to take the Group to greater heights. I thank the staff for their commitment and loyalty.

I would also like to extend my heartfelt thanks and appreciation to our loyal customers who have

supported and bought our properties. To our shareholders we say thank you for believing andinvesting in us and we will make every effort to continue building the Group and increasingshareholders value.

We also extend our gratitude for the assistance and support from the authorities, our businessassociates, bankers, consultants, contractors and sub-contractors.

Finally, my thanks to all my fellow Directors who will continue to support me as we jointly lookforward to another year, albeit with cautious optimism.

CHUA ELSIEExecutive Chairman




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13CORPORATE

SOCIAL

RESPONSIBILITY


At Plenitude Berhad (Plenitude), the thrust of our Corporate SocialResponsibility (CSR) initiatives cover business ethics, corporate governanceand community investment and has always been an integral part of its business

and corporate practices. As a builder of homes with opportunities to shapecommunities and enhance lifestyle, Plenitude plays an active role towardscreating and evolving this responsible and caring society in a sustainablemanner.

Every year, Plenitude has translated and transformed the above framework through variousavenues of business and corporate strategies and practices such that over time the linkages areso deeply entrenched and remain well sustained and balanced. Hence, Plenitude having embraced

such a CSR philosophy, has committed itself to instilling a corporate culture that emphasizes goodCSR and corporate citizenship to enhance the well-being of the environment, community andworkplace. Plenitudes initiatives have evolved constantly and for financial year ended 30 June

2011, it continued to focus and respond to elements and an agenda that is relevant to it as aresponsible property developer.

ENVIRONMENT

As an on-going long term initiative for a sustainable environment, Plenitude has been constantly

integrating and implementing environment-friendly elements in its design concepts andconstruction methods. Siltation and insulation methods are incorporated into developmentalprojects for purposes of reducing the heat transmitted to various dwellings to lowering energy

consumption and thereby creating lower carbon footprints. Similarly, the wide usage of qualityexterior paints that protect and shield the houses thus lowering the ambient temperature is alsopart of Plenitudes efforts to green and sustain the environment. Rainwater harvesting methods

for purposes of recycling and reusing our water resources and by providing greater open spacesalso help to reduce the run off and wearing and tear of the existing drainage systems. Currently,Plenitude continues to incorporate energy saving products such as solar-powered water heaters,

higher floor to floor ceiling design concepts that facilitate natural ventilation and better lighting.All these help to reduce energy consumption thus minimizing the need to use electricity forelectrical appliances such as water heaters, lights and air-conditioners.

Plenitude will continuously endeavor, persevere and keep up with greening and sustaining theenvironment as new products and better practices relevant to property development become

available.

Plenitude also supports the green movement by adopting the Integrated Building System (IBS)

where the use of conventional timber formwork has been replaced with reusable metal formworkthus minimizing waste and help keep the construction sites clean and tidy. The IBS also reduceslabour deployment and increases the efficient use of resources.


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Furthermore, Plenitude has consistently dedicated portions of the various parcels of land beingdeveloped as green lungs - linear parks along with retention ponds. Maintaining and conserving

the designated parks and green areas is part of Plenitudes environmental agenda to care for theenvironment and constant planning and implementing the best methods to blend modern livingwith nature ensuring that it meets the distinctive needs of the markets and communities remains

integral.

COMMUNITY

Plenitude encourages the communities within its various development projects to pursue healthylifestyles through the provision of recreational parks that are well equipped with play and exercise

stations, bicycle and pedestrian pathways for children and adults. In the spirit of goodneighbourliness, community integration and harmonious living, the Group has also been activein organizing, hosting and managing activities for its developments own communities and their

neighbouring communities during the financial year under review. Our yearly community careactivities continue to drive community living messages at our townships throughout our subsidiarycompanies. These included our yearly Wellness Campaigns in Taman Desa Tebrau, Johor.

Plenitude has always strived to play its role in integrating the various communities especiallywithin its developments and continues to have activities such as Jom Raya Bersama Plenitude Di

Bandar Perdana; Pesta Tanglung Desa Tebrau Di Linear Park; Kong Xi Fa Cai Bersama PlenitudePermai and Cap Goh Meh With Plenitude Tebrau.

Plenitude also made direct financial contributions to charitable homes such as Rumah Kanak-Kanak Impian, Selangor; Rumah Ozaman, Selangor; Little Sisters Of the Poor, Penang; RumahHope, Selangor; Rumah Pertubuhan Kanak-Kanak Home of Peace, Kuala Lumpur and Pusat

Penjagaan Kanak-Kanak Cacat, Selangor in pursuit of social responsibility awareness in alleviatingthe hardships of the poor, abandoned, abused and orphaned children and the aged. TanjungBungah Beach Hotel also co-sponsored Culturz Peranakan Choir 2010 concert for the

underprivileged children of Penang.

Plenitude is also supportive of the sports and arts agenda. It was the largest sponsor of the Penang

International Dragon Boat Festival organized by the Penang Dragon Boat Federation and fullysupported by the Penang State Government Committee for Tourism Development and Culture.


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corporatesocial

responsibility

15Plenitudes Tanjong Bungah Beach Hotel wasappointed the official hotel for the festival,providing the secretariat facilities for the

organizers, rooms for participants and was the

chosen venue for the Celebration Dinner andWelcome Dinner. Plenitude also sponsored

T-shirts and goody bags for participants andtrophies and medals for the winners.

Tanjung Bungah Beach Hotel was also thesponsor for the Majlis Sukan Malaysia ChessChampionship and further contributed to the

Kimono & Opera Gala 2011 held in aid of theNational Cancer Society of Malaysia (HospicePenang) which provides hospice for 600

patients to date and the Childrens ProtectionSociety which provides child protection against

sexual crimes.

Plenitude also contributed towards theawareness raising initiatives aimed at

preserving and conserving our fragile habitatby participating in the Earth Hour CampaignMarch 2011.

On the international front, Plenitudecontributed to the Malaysian Red Crescent

Society, Johor Branch for Japans tsunamivictims. Its patron, D.Y.M.M. Raja Zarith SofiahBinti Almarhum Sultan Adris Shah handed over

the donation to the Consul of Japan in Johor.

WORKPLACE

Plenitude also firmly believes in cultivating agood working environment and culturethroughout the Group and nurturing

employees cohesiveness and well-being. Ouremployees are also very active in manycommunity-based activities organized byManagement which expose them to the

concept of participating and being involved insocial responsibilities and neighbourliness.

Plenitude also actively pursues a corporatephilosophy of caring for its employees. Weprovide careers with growth opportunities; fair

performance evaluation and reward systems,and ensure that employees well-being areadequately addressed. It also provides

continuous knowledge and skills enhancementthrough staff training so as to create aneffective and efficient pool of workers. These

centralized training sessions also provide anopportunity for the staff from different statesto interact, integrate and develop cross-group

teamwork in a seamless fashion.

Plenitude strongly believes that there is an

urgent need to continuously integrate andmotivate its human capital bearing in mind thatthe Groups projects and people are

geographically dispersed and therefore it isimperative to bring together the Directors,Management and Staff to promote and instill

the spirit of togetherness and teamworkthrough annual dinners, sports events andAnnual Plenitude Family Day which include all

the staffs families. The ultimate goal is toreinforce unity and inculcate positive valueswhich are deemed very dear to the corporate

fabric of the Group.

At Plenitude, we believe in the simple truth that

an efficient, effective, knowledgeable andhappy workforce forms the core of a successfulcompany.


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YEAR 2010

18 September 2010 18 September 2010

23 August 2010 15 September 2010

16CORPORATESOCIAL

CALENDAR


Plenitude Heights Sdn Bhd celebratedJom Raya Bersama Plenitude, at Bandar

Perdana recreational park.

Plenitude Permai Sdn Bhd donated

RM10,000 to Rumah Kanak-kanak Impian.This is part of Plenitude GroupsPhilanthropic commitment to community

to alleviate difficulties faced by childrenshomes or community service centres.

Plenitude Tebrau Sdn Bhd celebratedPlenitude Pesta Tanglung 2010 at DesaTebrau Linear Park.

Plenitude Builders Sdn Bhd donated

RM10,000 to Rumah Ozanam.


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YEAR 2010

17corporate

social

calendar


9 December 2010

24 December 201020 December 2010

9 December 2010

Plenitude Permai Sdn Bhd donated

RM10,000 to Rumah Hope as part of theGroups commitment to alleviate difficultiesfaced by under privileged children.

Tanjung Bungah Beach Hotel, Penang

co-sponsored the Culturz PeranakanChoir year-end concert for the underprivileged children of Penang.

Plenitude Builders Sdn Bhd donated

RM10,000 to Rumah Pertubuhan Kanak-kanak Home of Peace.

Plenitude Bayu & Tanjung Bungah Beach

Hotel donated RM10,000 to Little Sistersof The Poor.


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18corporatesocial

calendar


19 February 2011 12 March 2011

22 January 2011

12 February 2011

Plenitude Berhad donated RM5,000 toKimono & Opera Gala 2011 in aid of the

National Cancer Society of Malaysia andthe Childrens Protection Society.

Plenitude Permai Sdn Bhd celebratedChinese New Year at Taman Putra Prima.

Plenitude Builders Sdn Bhd donatedRM10,000 to Pusat Penjagaan Kanak

Kanak Cacat.

Plenitude Berhad held its first Family NiteDinner at Hotel Maya Kuala Lumpur in

conjunction with its Family Day.

1 January 2011

Tanjung Bungah Beach Hotel, Penangsupported and participated in Penang

George Town City Day 2011 atEsplanade.

YEAR 2011

19 February 2011

Plenitude Tebrau Sdn Bhd celebratedPlenitude Chap Goh Mei at Desa TebrauLinear Park.


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19corporate

social

calendar


11 & 12 June 201111 & 12 June 2011

31 May to 4 June 201120 May 2011

6 May 201126 March 2011

Tanjung Bungah Beach Hotel, Penangsupported and participated in thenationwide / worldwide event of WWFEarth Hour Campaign 2011, byswitching-off all hotel room lights forone hour from 8.30 p.m. to 9.30 pm.

Tanjung Bungah Beach Hotel, Penangorganised Mothers Day Celebration atTanjung Bungah Beach Hotels GrandBallroom.

Tanjung Bungah Beach Hotel, Penangwas the sponsor of venue for the Walkfor Sight & Sound 2011.

Tanjung Bungah Beach Hotel, Penangwas the official hotel and venue for

Majlis Sukan Sekolah Malaysia ChessChampionship.

Plenitude Bayu Sdn Bhd, was the mainofficial sponsor of the PenangInternational Dragon Boat Festival 2011held at Teluk Bahang Dam, Penang.

YEAR 2011

Tanjung Bungah Beach Hotel, Penangwas the official hotel for the PenangInternational Dragon Boat Festival 2011.


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22

July

Executive Committee Meeting

August


Audit Committee Meeting Board of Directors Meeting Announcement of the consolidated results of the Group for the fourth quarter ended

30 June 2010

Announcement on the completion of the Acquisition of twenty seven (27) parcels offreehold land in Batu Ferringhi, Penang.

September


Audit Committee Meeting Board of Directors Meeting Nomination Committee Meeting

Remuneration Committee Meeting Announcement of the Proposed 1 for 1 Bonus Issue Announcement of the Proposed First and Final Single Tier Tax Exempt Dividend of 15%

for the financial year ended 30 June 2010 Announcement of the Proposed Acquisition of twenty (20) parcels of freehold land in

Balik Pulau, Penang Announcement of the Acquisition of two new wholly-owned subsidiary companies

October

Executive Committee Meeting Nomination Committee Meeting Announcement of the Notice of Tenth Annual General Meeting of Plenitude Berhad

Announcement of the Notice of Extraordinary General Meeting of Plenitude Berhad Announcement of Final Dividend Entitlement (notice of book closure) Announcement of the resolutions passed at the Tenth Annual General Meeting of

Plenitude Berhad held on 28 October 2010 Announcement of the resolutions passed at the Extraordinary General Meeting of

Plenitude Berhad held on 28 October 2010

Announcement of the approval by Bursa on the Listing and Quotation of 135,000,000Bonus shares Announcement of the Bonus Shares Entitlement (Notice of Book Closure)

November


Audit Committee Meeting Board of Directors Meeting Announcement of the consolidated results of the Group for the first quarter ended 30

September 2010 Announcement of the Completion of the Proposed Bonus Issue Announcement of Change in Board

December Executive Committee Meeting Announcement of the completion of the Proposed Acquisition of twenty (20) parcels of

freehold land in Balik Pulau, Penang

CORPORATECALENDAR


YEAR 2010


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23corporatecalendar


January


Announcement of the changes in Audit Committee

February

Executive Committee Meeting Audit Committee Meeting Board of Directors Meeting

Announcement of the consolidated results of the Group for the second quarter ended

31 December 2010 Announcement of the Proposed First Interim Single Tier Tax Exempt Dividend of 3% for

the financial year ended 30 June 2011 Announcement of the Interim Dividend Entitlement (Notice of Book Closure)

March


April


May

Executive Committee Meeting Audit Committee Meeting

Board of Directors Meeting Announcement of the consolidated results of the Group for the third quarter ended 31

March 2011

June


YEAR 2011


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24AWARDS ANDRECOGNITION


1. Plenitude Berhad was ranked 15th amongst MalaysiasTop 30 Property Developers Year 2010 in September

2010 by The Edge Malaysia.

2. Semi detached houses of Bayu Ferringhi developed byPlenitude Heights Sdn Bhd achieved the CONQUASscores of 79.2 points in October 2010.

3. OSK Research Sdn Bhd ranked Plenitude Berhad amongstthe Top Malaysian Small Cap Companies 50 Jewels in

April 2011.

4. Phase 8A (197 units of 2 and 2 storey terrace house at

Taman Putra Prima) developed by Plenitude Permai SdnBhd achieved the QLASSIC scores of 74 points in April2011.

5. Plenitude Builders Sdn Bhd has been assessed andcertified by the Independent European Certification for

Quality Management System ISO 9001:2008 in respect

of the Provision of Project Management Services forBuilding Construction in May 2011.


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25STATEMENT ON

CORPORATE

GOVERNANCE


STATEMENT ON CORPORATE GOVERNANCE

The Board of Directors (the Board) of Plenitude is committed to ensuring that the highest

standards of Corporate Governance are practised throughout the Group as the Board believes thatstrong corporate governance is essential for delivering sustainable value, enhancing businessintegrity and maintaining investors confidence towards achieving the Groups corporate

objectives.

To continuously achieve the highest standards of Corporate Governance, the Board ensures thatnew facts and evolving corporate governance issues are addressed and best practices areincorporated in the Group.

The Board is pleased to set out below the manner in which the Group has applied the principlesset out in the Malaysian Code on Corporate Governance (the Code) and the extent to which

the Company has complied in all material respects with the best practices of the Code during thefinancial year under review.

1. BOARD OF DIRECTORS

Principal Responsibilities of the Board

The Board adopted the following six specific responsibilities for effective discharge of its

functions:-

Reviewing and adopting a strategic business plan for the Group. Overseeing the conduct of the Groups business to evaluate whether the business is

being properly managed.

Identifying principal risks and ensuring the implementation of appropriate systems tomanage these risks.

Succession planning, including appointing, training, fixing of compensation and, where

appropriate, replacing senior management. Developing and implementing an investor relations programme or shareholders

communications policy for the Group.

Reviewing the adequacy and integrity of the Groups internal control systems andmanagement information systems, including systems for compliance with applicablelaws, regulations, rules, directives and guidelines.

The Board is charged with, among others, the development of corporate objectives, the

review and approval of corporate plans, annual budgets, acquisitions and disposals ofproperties of substantial value, major investments and financial decisions; and changes to themanagement and control structure within the Group including key risk management,

treasury, financial and operational policies.

These functions are carried out directly by the Board and through Board Committees. In order

to facilitate expeditious decisions, the Board has delegated certain functions to the ExecutiveCommittee (EXCO). This committee is duly authorized by the Board to approve business,operational and administrative decisions beyond the approved limit granted to senior

management; review business strategies and operations; and ensure consistency with policiesand strategies approved by the Board.

Board Composition and Balance

The Board consists of one Executive Chairman and five Independent Non-Executive Directors.The high proportion of Independent Non-Executive Directors (more than one-third) provides

the effective check and balance in the functioning of the Board. The Board adopts theconcept of independence consistent with the definition of Independent Director set outin Section 1.01 of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad

(Bursa Securities).

The Board comprising of members with diverse background and professions collectively form

an effective Board with a mix of industry-specific knowledge and broad business andcommercial expertise. With its diversity of skills, the Board has been able to provide clear andeffective collective leadership to the Group and has brought informed and independent

judgment to the Groups strategies and performance so as to ensure that the higheststandards of conduct and integrity are always at the core of the Group.


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26statement oncorporate

governance

1. BOARD OF DIRECTORS (CONTD)

Board Composition and Balance (contd)

The presence of the Independent Non-Executive Directors is essential in providing unbiasedand independent opinions, advice and judgements to ensure that the interests, not only ofthe Group, but also of shareholders, employees, customers, suppliers and other communities

in which the Group conducts its business are well represented and taken into account. TheIndependent Non-Executive Directors thus play a key role in corporate accountability.

The profile of each Director is presented on page 7 and 8 of this Annual Report.

Board Meetings

Five Board meetings were held during the financial year ended 30 June 2011. Board meetings

are held at quarterly intervals with additional meetings held whenever necessary. All Directorshave fulfilled the requirements of the Articles of Association in respect of the Board meetingattendance.

The Directors attendance for the Board meetings held during the financial year ended 30June 2011 is as follows:-

Director Attendance %

Chua Elsie 5/5 100%

Zukarnine Shah bin Zainal Abidin 5/5 100%Tan Kak Teck 5/5 100%Chan Soo Wah 5/5 100%

Dr. Aruljoethy a/l Ratnasingam 4/5 80%Tan Yew Ngee 3/3 100%

(Appointed on 1 November 2010)

The Board deliberated and considered the Groups financial results; discussed and reviewedthe Groups business plan including financial performances to date against the annual budget

and financial plan previously approved by the Board for that year.

In addition to the EXCO, the Board is assisted by three other committees namely, the Audit

Committee, Nomination Committee and Remuneration Committee, each functioningindependently and within clearly defined terms of reference. The Chairman of the variousBoard Committees will report to the Board on the outcomes of the committee meetings.The ultimate responsibility for final decisions on all matters however, rests with the Board.

The respective roles and responsibilities of various Board Committees are presented on page27 to 28 of this Annual Report.

Supply of Information

All quarterly Board meetings during the financial year were preceded by a formal noticeissued by the Company Secretary in consultation with the Chairman. The Chairman ensures

that all Directors have full and timely access to information, with the agenda and boardpapers distributed in advance of meetings to enable the Directors to obtain furtherexplanations where necessary. The notice for each of the meeting is accompanied by the

minutes of the preceding Board meeting, together with relevant information and documentsfor matters on the agenda.

The Directors have access to all information within the Group and whether collectively as aBoard or in their individual capacity, may, as they deem necessary, procure independent adviceas and when required in furtherance of their duties. They also have access to the advice and

services of the Company Secretary and independent professionals as and when required.

Appointments to the Board

The Board continuously reviews its size and composition with particular consideration on the

effective functioning of the Board.

The Board delegated to the Nomination Committee the responsibility of recommending the

appointment of any new Director. The Nomination Committee also annually reviews theeffectiveness of the Board, its Committees and the contribution of each individual Director,including the required mix of skills and core competencies necessary for the discharge of its

duties effectively. The Nomination Committee comprises two Independent Non-ExecutiveDirectors.



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27statement on

corporate

governance



Directors Training and Development

All Directors have completed the Mandatory Accreditation Programme and are alsoencouraged to attend continuous education programmes and seminars to keep abreast oflatest developments in the marketplace and to further enhance their business acumen and

professionalism in discharging their duties to the Group. The Directors also attend additionaltraining courses according to their individual needs as a Director or member of Board

Committees on which they serve.

The Company Secretary keeps a complete record of the training received and attended by theDirectors. Seminars, conferences and training programmes attended by Directors during the

financial year ended 30 June 2011 include the following:-

No. Name Programme

i. Chua Elsie Corporate Valuation - What to Look for and Invest Smartly Risk and Control: Two Sides of a Coin

ii. Zukarnine Shah Corporate Valuation - What to Look for and Invest Smartlybin Zainal Abidin Risk and Control: Two Sides of a Coin

iii. Tan Kak Teck Risk and Control: Two Sides of a Coin

iv. Chan Soo Wah Risk and Control: Two Sides of a Coin

v. Dr. Aruljoethy A/L Maximising Profit from Green Building TechnologyRatnasingam

vi. Tan Yew Ngee Risk Based Auditing: A Value Add Proposition

Re-Election of Directors

The Articles of Association of the Company provide that at least one-third of the Directors

are subject to retirement by rotation at each Annual General Meeting (AGM) and that allDirectors shall retire once in every three years, and are eligible to offer themselves forre-election.

The Articles of Association also provide that a Director who is appointed by the Board in thecourse of the year shall be subject to re-election at the next AGM to be held following his

appointment. Directors over seventy years of age are required to submit themselves for

re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

Board Committees

To enable the Board to devote more time for strategic and critical matters, the Board hasdelegated specific responsibilities to the following committees:

Audit Committee

Executive Committee Nomination Committee Remuneration Committee

These Committees operate within clearly defined terms of reference duly approved by theBoard. Reports of the respective Committees meetings are presented to the Board for

information where necessary, for further deliberation and decision.

Further details on the Board Committees are set out below:

a) Audit Committee

The Audit Committee comprises the following Independent Non-Executive Directors:-

a) Tan Yew Ngee (Chairman)b) Tan Kak Teckc) Chan Soo Wah

The terms of reference together with the Audit Committee Report is presented on page32 to 34 of this Annual Report.

b) Executive Committee

The Executive Committee comprises the Executive Chairman and one IndependentNon-Executive Director:-

a) Chua Elsie (Chairman)b) Zukarnine Shah bin Zainal Abidin


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29statement on

corporate

governance



Directors Remuneration (contd)

The number of Directors whose total remuneration falls into the respective bands is asfollows:-

Range of Number of DirectorsRemuneration (RM) Executive Non-Executive

50,000 & below - 4150,001 200,000 - 1300,001 350,000 1 -

The disclosure of Directors remuneration is made in accordance with Appendix 9C, item 11Main Market Listing Requirements of Bursa Securities. The method of disclosure is a deviation

from the Best Practices set out in the Code which suggests separate disclosure of eachDirectors remuneration. The Board of Directors is of the view that the disclosure ofremuneration by appropriate components and bands are sufficient to meet the objectives of

the Code.

2. SHAREHOLDERS

Communication between the Company and Investors

The Board values communication with shareholders as well as the investment community. The

Group constantly strives to improve transparency by maintaining channels of communicationwith shareholders and investors that enables the Board to convey information aboutperformance, corporate strategy and other matters affecting shareholders interests.

The Board believes that a constructive and effective investor relationship is essential inenhancing shareholders value and recognises the importance of timely dissemination of

information to shareholders. Accordingly, the Board ensures that shareholders are kept well-informed of any major developments of the Group. Such information is communicatedthrough the Annual Report, the various disclosures and announcements to Bursa Securities,

including quarterly and annual results, and corporate websites.

The Directors and the Group Financial Controller meet with analysts, institutional shareholders

and investors throughout the year not only to promote the dissemination of the Groupsfinancial results but to provide updates on strategies and new developments to ensure mutualunderstanding of the Groups operations and activities.

Annual General Meeting

The Annual General Meeting (AGM) is the principal forum for dialogue with all

shareholders which also offers the Company an opportunity to explain the financialperformance and operations of the Company. Shareholders are given sufficient opportunityto enquire about the Groups activities and prospects as well as to communicate their

expectations and concerns at this forum.

Shareholders are encouraged to participate in the Question and Answer session on theresolutions being proposed. The Chairman and the Board members are in attendance toprovide clarification on shareholders queries. Where appropriate, the Chairman of the Boardwill endeavour to provide the shareholders with written answers to any significant questions

that cannot be readily answered during the AGM.

The Notice of AGM together with the audited financial statements and related papers are

sent to the shareholders at least 21 days before the meeting. The Notice of AGM is alsopublished in the daily press and released to Bursa Securities for dissemination.

The External Auditors are also present to provide professional and independent clarificationon issues and concerns raised by the shareholders.


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30statement oncorporate

governance

3. ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board is responsible to present a true and fair assessment of the Groups position andprospects through the quarterly reports, issuance of annual audited financial statements andcorporate announcements on significant developments affecting the Group. This would

ensure that shareholders are provided with a balance and meaningful evaluation of theGroups performance.

The Board is assisted by the Audit Committee in scrutinising the financial statements andinformation for disclosure to ensure accuracy, adequacy and completeness.

The Statement of Directors Responsibility in respect of the preparation of the annual auditedfinancial statements of the Group is presented on page 35 of this Annual Report.

Internal Control

The Board acknowledges its overall responsibility for maintaining a sound system of internalcontrols to safeguard Shareholders investment and the Groups assets. The Statement of

Internal Control is set out on page 31 of this Annual Report.

Relationship with the Auditors

The Board maintains a close and transparent professional relationship with the GroupsExternal Auditors through the Audit Committee where full assistance is extended to enablethem to discharge their duties effectively. The Audit Committee liaises with External Auditors

in seeking advice and ensuring compliance with the accounting standards in Malaysia.

The role of the Audit Committee in relation to the External Auditors is stated on page 33 in

this Annual Report.

4. COMPLIANCE STATEMENT

The Group is committed to achieving high standards of corporate governance throughout theGroup and the highest level of integrity and ethical standards in all its business dealings.

In this regard, The Board considers that the Group has substantially complied with the BestPractices as stipulated in Part 2 of the Code throughout the financial year ended 30 June2011.

5. ADDITIONAL COMPLIANCE INFORMATION

Material Contracts

There was no material contract entered by the Company or its subsidiary companies involvingDirectors and major shareholders interest during the financial year ended 30 June 2011.

Non-Audit Fees

There was a non-audit fee of RM7,000 paid or payable to External Auditors for reviewing the

Statement of Internal Control and Realised & Unrealised Profit or Losses for Plenitude Berhadfor the financial year ended 30 June 2011.

Sanctions and/or Penalties Imposed

The following sanctions and/or penalties were imposed on the subsidiary company:-

On 3 December 2010, Kementerian Perumahan dan Kerajaan Tempatan (KPKT) issued acompound notice to Plenitude Heights Sdn Bhd in relation to Section 7(e) Akta PemajuanPerumahan (Kawalan dan Pelesenan) for failing to announce in Warta and forward the

audited report for financial year ended 30 June 2009 to KPKT. The penalty sum of RM10,000was paid to KPKT on 31 May 2011.

The Statement on Corporate Governance is made in accordance with the resolution of the

Board of Directors dated 15 September 2011.



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31STATEMENT

ON INTERNAL

CONTROL


STATEMENT ON INTERNAL CONTROL

The Board of Directors (the Board) of Plenitude Berhad affirms its commitment to maintain a

sound system of internal control in the Group and is pleased to provide the following statement,which outlines the nature and scope of internal controls of the Group during the financial yearended 30 June 2011.

BOARD RESPONSIBILITYThe Board in discharging its responsibilities is fully committed to maintain a sound internal controlenvironment to safeguard Shareholders investments and the Groups assets. The Board has anoverall responsibility for the Groups system of internal control and its effectiveness, as well as

reviewing its adequacy and integrity. The system of internal control is designed to manage risksthat may impede the achievement of the Groups business objectives rather than to eliminatethese risks. Internal control systems can only provide reasonable and not absolute assurance

against material mis-statement or loss.

MANAGEMENT STYLE AND CONTROL ENVIRONMENT

The Board exercises control through an organisational structure with clearly defined levels ofresponsibility, authority and appropriate reporting procedures. The Board meets regularly and has

a schedule of matters that are brought to its attention for decision making so as to maintain aneffective control over strategic, financial, operational and compliance matters.

RISK MANAGEMENT

The Board recognises that risk management is an integral part of the Groups business objectives

and is critical for the Group to achieve continued profitability and sustainable growth inshareholders value. The Group consists of several companies, each of which has its ownmanagement and internal control mechanisms. Operating management of each business unit

bears responsibility for the identification and mitigation of major risks and each maintains thecontrols and appropriate procedures of its own business environment.

INTERNAL CONTROL MECHANISM

The Audit Committee, together with the Internal Auditors and Senior Management, review the

effectiveness of the internal financial and operational control environment of the Group. TheAudit Committee holds regular meetings and reviews reports from both internal and externalauditors. Significant issues are brought to the attention of the Board.

REVIEW OF THE STATEMENT BY EXTERNAL AUDITORS

The External Auditors have reviewed this Statement on Internal Control for inclusion in the annualreport for the financial year ended 30 June 2011 and reported to the Board that nothing hascome to their attention that causes them to believe that the statement is inconsistent with their

understanding of the process adopted by the Board in reviewing the adequacy and integrity ofthe system of internal controls.

CONCLUSION

The Board believes that the Groups system of internal control in place is adequate in safeguarding

the Shareholders investments and the Groups assets. The Board acknowledges that there is aneffective ongoing process for identification, evaluation and management of significant risks in theGroup and is committed to continue to review the operations and effectiveness of the Groups

internal control including financial, operational, compliance and risk management.


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AUDITCOMMITTEE

REPORT


AUDIT COMMITTE REPORT

1. MEMBERS

The composition of the Audit Committee is in accordance with the provisions of the Listingrequirements of Bursa Malaysia Securities Berhad. The Committee comprises:-

a) Tan Yew Ngee Chairman / Independent Non-Executive Director(appointed on 1 February 2011)

b) Chan Soo Wah Member / Independent Non-Executive Directorc) Tan Kak Teck Member / Independent Non-Executive Directord) Dr. Aruljoethy a/l Ratnasingam Member / Independent Non-Executive Director

(resigned on 1 February 2011)

2. TERMS OF REFERENCE

The primary objectives of the Committee are to:

I. Provide assistance to the Board in fulfilling its fiduciary responsibilities, particularly in theareas relating to the Company and its subsidiaries accounting and managementcontrols, financial reporting and business ethics policies.

II. Provide greater emphasis on the audit function by serving as the focal point for

communication between the external auditors, internal auditors and the managementand providing a forum for discussion that is independent of the management.

III. Undertake such additional duties as may be appropriate and necessary to assist the Board.

Composition of the Audit Committee

The Committee shall be appointed by the Board from amongst their number and shall becomposed of no fewer than three (3) members, all of whom must be non-executive directors,

with a majority of them being Independent Directors.

At least one member of the Audit Committee:-

a) must be a member of the Malaysian Institute of Accountants; orb) if he is not a member of the Malaysian Institute of Accountants, he must have at least

3 years working experience and:-

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

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

of the 1st Schedule of the Accountants Act 1967; orc) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities

Berhad (Bursa Securities).

The Board must ensure that no alternate Director is appointed as a member of the AuditCommittee.

The members of the Committee shall elect a Chairman from amongst their number whoshall be an Independent Director.

If a member of the Committee resigns, dies or for any other reason ceases to be a memberwith the result that the number of members is reduced to below three (3), the Board ofDirectors shall, within three (3) months of that event, appoint such number of new members

as may be required to make up the minimum of the three (3) members.

Authority

The Audit Committee is authorised by the Board to:-

a) have authority to investigate any matter within its terms of reference;b) have the resources which are required to perform its duties;c) have full and unrestricted access to any information pertaining to the Company;

d) have direct communication channels with the external auditors and person(s) carryingout the internal audit function or activity;

e) be able to obtain independent professional or other advice and to secure the attendanceof outsiders with relevant experience and expertise if it considers this necessary; and

f) be able to convene meetings with the external auditors, the internal auditors or both,excluding the attendance of other directors and employees of the Company, whenever

deemed necessary.

32


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auditcommittee

report

2. TERMS OF REFERENCE (CONTD)

Functions and Duties

The functions and duties of the Committee are as follows:-

a) To review:-

. with the External Auditors, the audit plan;

.with the External Auditors, their evaluation of the systems of internal controls;

.with the External Auditors, their audit report;

. the assistance given by the Companys Officers to the External Auditors;. the consolidated financial statements of the Company; and. any related party transactions and conflict situations that may arise within theCompany or Group including any transaction, procedure or course of conduct thatraises questions of management integrity.

b) To review the quarterly and year end financial statements of the Company and theGroup, prior to the approval of the Board, focusing particularly on:-

. any changes in accounting policies and practices;. significant adjustments arising from the audit;. the going concern assumption; and

.compliance with accounting standards and other legal requirements.

c) To consider the appointment of the External Auditors, the audit fee and any question of

resignation and dismissal;

d) To discuss with External Auditors, before the audit commences, the nature and scope ofthe audit, and ensure co-ordination where more than one audit firm is involved;

e) To discuss problems and reservations arising from the interim and final audits, any matterthe External Auditors wishes to discuss (in the absence of the management where

necessary);

f) To review the External Auditors management letter and managements response thereto;

g) To propose best practices on disclosure of financial results and annual reports of the

Company in line with the principles set out in the Malaysian Code of CorporateGovernance, other applicable laws, rules, directives and guidelines;

h) To propose that the management has in place an adequate system of risk managementto safeguard the Companys assets;

i) To perform the following in relation to the internal audit function:-

. review the adequacy of the scope, functions, competency and resources of theinternal audit function and that it has the necessary authority to carry out its work;. review the internal audit programme, processes, the findings of the internal auditor investigation undertaken and whether or not appropriate action is taken on the

recommendations of the internal audit function; and

.review any appraisal or assessment of the performance of members of the internal

audit function.

j) To consider and examine any other matters as defined by the Board.

3. MEETINGS

Five Committee meetings were held during the financial year ended 30 June 2011.

The details of the attendance of the meetings by the Committee members are as follows:-

Name of Committee Attendance Percentage

Tan Yew Ngee (Chairman) 2/2 100%

(appointed on 1 February 2011)

Chan Soo Wah 5/5 100%Tan Kak Teck 5/5 100%Dr. Aruljoethy A/L Ratnasingam 3/3 100%

(resigned on 1 February 2011)


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34auditcommittee

report

3. MEETINGS (CONTD)

Attendance at Meetings

The Executive Director, Group Financial Controller and Internal Auditors and representativesof the External Auditors shall normally be invited to attend meetings of the Committee as andwhen necessary.

However, the Committee shall meet with the External Auditors without executive board

members present at least twice a year.

The Committee may also invite other Directors and employees to attend any of its meetingsto assist in resolving and clarifying matters raised.

Frequency of Meetings

The Committee shall meet at least four times a year. The Chairman shall also convene a

meeting of the Committee if requested to do so by any member, the management or theInternal or External Auditors to consider any matter within the scope and responsibilities ofthe Committee.

Quorum

A quorum shall consist of a majority of Independent Non-Executive Directors and shall not

be less than two.

Secretary to Audit Committee

The Company Secretary shall be the secretary of the Committee.

4. SUMMARY OF ACTIVITIES OF THE COMMITTEE

In line with the terms of reference of the Committee, the following activities were carried outby the Committee during the financial year ended 30 June 2011 in discharging its functions:-

a) Reviewed the internal audit plan and scope of work.b) Reviewed the internal audit reports, which highlighted audit issues, recommendations

and managements response.

c) Recommended to the Board, improvements in internal control procedures and riskmanagement.

d) Reviewed the appointment of external auditors and their independence andeffectiveness.

e) Reviewed the external auditors audit plan, scope of work and results of the annual audit

of the Group.f) Considered and recommended to the Board for approval the audit fees payable to the

external auditors.

g) Reviewed the proposals for non-audit services rendered by the external auditors.h) Reviewed the quarterly unaudited financial results announcements before

recommending them for the Boards approval.

i) Reviewed the annual report and the audited financial statements of the Company priorto submission to the Board for its consideration and approval.

j) Reviewed the related party transactions entered into by the Group and conflict of interest

situation that may arise.

5. INTERNAL AUDIT FUNCTION

During the financial year ended 30 June 2011, the Internal Audit function was outsourcedto a professional service firm who reports to the Audit Committee.

The outsourced professional service firms role is to assist the Board and Audit Committee inproviding independent assessments on the adequacy, efficiency and effectiveness of theGroups internal control system.

The internal audits were carried out in accordance with the internal audit plan approved bythe Audit Committee. The results of the internal audit reviews and the recommendations for

improvement were presented to the Audit Committee at their meetings.

The total cost incurred for the internal audit function for the financial year under review wasapproximately RM200,338.



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35STATEMENT ON

DIRECTORS

RESPONSIBILITYfor the

Annual AuditedFinancial Statements


STATEMENT ON DIRECTORS RESPONSIBILITY

The Directors are required by the Companies Act 1965 (the Act) to prepare financial statements

for each financial year which have been made out in accordance with applicable FinancialReporting Standards in Malaysia, the provisions of the Act and the Main Market ListingRequirements of Bursa Malaysia Securities Berhad.

The Directors are responsible to ensure that the financial statements give a true and fair view of

the state of affairs of the Group and the Company at the end of the financial year and of theresults and cash flows of the Group and the Company for the financial year.

In preparing the financial statements, the Directors have:-

Adopted appropriate accounting policies and applied them consistently;

Made judgments and estimates that are reasonable and prudent; and Prepared the financial statements on a going concern basis.

The Directors are responsible to ensure that the Group and the Company keep accounting recordswhich disclose with reasonable accuracy the financial position of the Group and the Companywhich enable them to ensure that the financial statements comply with the Act.

The Directors have general responsibility for taking such steps as are reasonably open to them to

safeguard the assets of the Group.


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38/110

38 Directors Reports42 Statements of Comprehensive Income43 Statements of Financial Position45 Statements of Changes in Equity47 Statements of Cash Flows49 Notes to the Financial Statements

94 Supplementary Information on the Disclosure ofRealised and Unrealised Profits or Losses

95 Statement by Directors95 Statutory Declaration96 Independent Auditors Report

statementsfinancial


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The directors of PLENITUDE BERHAD have pleasure in submitting their report together with the audited financial statementsof the Group and of the Company for the financial year ended 30 June 2011.

PRINCIPAL ACTIVITIES

The Companys principal activities are investment holding and the provision of management services.

The principal activities of its subsidiary companies are stated in Note 15 to the financial statements.

There have been no significant changes in the nature of these principal activities of the Company and its subsidiary companies

during the financial year.

RESULTS

The results of operations of the Group and of the Company for the financial year are as follows:

Group CompanyRM RM

Net profit for the financial year 89,598,181 55,087,760

Attributable to:Owners of the Company 89,598,181 55,087,760

DIVIDENDS

Dividends paid by the Company during the financial year were as follows:

RMIn respect of the financial year ended 30 June 2010:

First and final single-tier tax exempt dividend of 15 sen on 135,000,000 ordinary sharespaid on 12 November 2010 20,250,000

In respect of the financial year ended 30 June 2011:First interim single-tier tax exempt dividend of 3 sen on 270,000,000 ordinary shares

paid on 25 March 2011 8,100,000

28,350,000

The directors have proposed a final single-tier tax exempt dividend of 5 sen on 270,000,000 ordinary shares, amounting to

RM13,500,000 in respect of current financial year. This dividend is subject to approval of the shareholders at the forthcomingAnnual General Meeting of the Company and has not been included as a liability in the financial statements. Such dividend, ifapproved by the shareholders, will be accounted for in equity as an appropriation of retained earnings in the financial year

ending 30 June 2012.

RESERVES AND PROVISIONS

All material transfers to and from reserves and provisions during the financial year have been disclosed in the financial statements.


DIRECTORSREPORT

38


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ISSUE OF SHARES AND DEBENTURES

During the financial year, the Company increased its issued and paid-up ordinary shares from RM135,000,000 to RM270,000,000by way of the issuance of 135,000,000 ordinary shares of RM1 each on the basis of one bonus share for every one existing ordinaryshare of RM1 each held by shareholders pursuant to Bonus Issue as disclosed in Note 23 to the financial statements.

The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of theCompany.

SHARE OPTIONS

No options have been granted by the Company to any parties during the financial year to take up unissued shares of the Company.

No shares have been issued during the financial year by virtue of the exercise of any option to take up unissued shares of the

Company. As of the end of the financial year, there were no unissued shares of the Company under options.

OTHER STATUTORY INFORMATION

Before the statements of comprehensive income and statements of financial position of the Group and of the Company weremade out, the directors took reasonable steps:

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance fordoubtful debts, and have satisfied themselves that there are no known bad debts to be written off and that no allowance for

doubtful debts is necessary; and

(b) to ensure that any current assets which were unlikely to realise their book values in the ordinary course of business have been

written down to their estimated realisable values.

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

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

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

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

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

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

(a) any charge on the assets of the Group and of the Company which has arisen since the end of the financial year which secures

the liability of any other person; or

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

No contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months afterthe end of the financial year which, in the opinion of the directors, will or may substantially affect the ability of the Group and of

the Company to meet their obligations as and when they fall due.

In the opinion of the directors, no item, transaction or event of a material and unusual nature has arisen in the interval between

the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of theGroup and of the Company for the succeeding financial year.

directorsreport

39



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40

directorsreport

DIRECTORS

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

Chua Elsie

Zukarnine Shah Bin Zainal AbidinTan Kak TeckDr. Aruljoethy A/L Ratnasingam

Chan Soo WahTan Yew Ngee (appointed on 1.11.2010)

In accordance with Article 86 of the Companys Articles of Association, Zukarnine Shah Bin Zainal Abidin and Tan Kak Teck, retire

at the forthcoming Annual General Meeting. Zukarnine Shah Bin Zainal Abidin and Tan Kak Teck, being eligible, offer themselvesfor re-election.

In accordance with Article 93 of the Companys Articles of Association, Tan Yew Ngee who was appointed during the financialyear shall retire at the forthcoming Annual General Meeting and being eligible offers himself for re-election.

DIRECTORS INTERESTS

According to the register of directors shareholdings kept by the Company under Section 134 of the Companies Act, 1965, theinterests of those directors who held office at the end of the financial year in shares in the Company and its related corporationsduring the financial year ended 30 June 2011 are as follows:

Number of ordinary shares of RM1 each

At Bonus At1.7.2010 Issue Bought Sold 30.6.2011

The Company:

Deemed InterestChua Elsie * 110,000 50,000 4,000 (60,000) 104,000

* Shares held directly by spouse and children. In accordance with Section 134(12)(c) of the Companies Act, 1965, the interestsof the spouse/children in the shares of the Company shall be treated as the interests of the directors.

None of the other directors in office at the end of the financial year held shares or had beneficial interest in the shares of theCompany or its related companies during or at the beginning and end of the financial year. Under the Companys Articles ofAssociation, the directors are not required to hold shares in the Company.

DIRECTORS BENEFITS

Since the end of the previous financial year, none of the directors of the Company has received or become entitled to receiveany benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directorsshown in the financial statements) by reason of a contract made by the Company or subsidiary company with the director or

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

During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directors of

the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any otherbody corporate.



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SIGNIFICANT EVENTS SUBSEQUENT TO THE FINANCIAL YEAR

There were no material events subsequent to the end of the financial year.

AUDITORS

The auditors, Messrs Baker Tilly Monteiro Heng, have expressed their willingness to continue in office.

Signed on behalf of the Board in accordance with a resolution of the Directors,

CHUA ELSIE

ZUKARNINE SHAH BIN ZAINAL ABIDIN

Kuala Lumpur

Date: 15 September 2011

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directorsreport


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42

STATEMENTS OFCOMPREHENSIVE INCOME

Group CompanyNote 2011 2010 2011 2010

RM RM RM RM

Revenue 4 317,886,408 349,713,424 47,932,000 38,112,054Cost of sales 5 (179,943,287) (222,868,881) - -

Gross profit 137,943,121 126,844,543 47,932,000 38,112,054Investment revenue 6 10,928,132 7,781,322 9,013,603 5,963,577Other income 2,981,372 2,482,613 6,549,912 5,487,668Finance costs 7 (77,577) (136,535) - -

Other expenses (29,933,254) (23,421,565) (4,608,479) (3,993,080)

Profit before taxation 8 121,841,794 113,550,378 58,887,036 45,570,219

Taxation 9 (32,243,613) (29,359,378) (3,799,276) (5,939,597)

Net profit for the financial year 89,598,181 84,191,000 55,087,760 39,630,622

Other comprehensive incomefor the financial year - - - -

Total comprehensive incomefor the financial year 89,598,181 84,191,000 55,087,760 39,630,622

Profit attributable to:Owners of the Company 89,598,181 84,191,000 55,087,760 39,630,622

Total comprehensive incomeattributable to:

Owners of the Company 89,598,181 84,191,000 55,087,760 39,630,622

Earnings per ordinary shareattributable to Owners of the

Company (sen)- Basic 10 33.18 31.18- Diluted 10 33.18 31.18


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011

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


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RM RM RM RM

ASSETS

Non-Current AssetsProperty, plant and equipment 11 21,068,544 21,963,622 283,095 263,005Land held for future development 12 216,125,344 125,023,401 - -Property development projects

- non-current portion 13 153,158,665 151,592,258 - -Investment properties 14 45,431,567 38,428,858 - -

Investment in subsidiary companies 15 - - 262,410,224 225,409,222Other investment 16 85,000 85,000 85,000 85,000Goodwill on consolidation 17 5,637,653 5,637,653 - -Deferred tax assets 18 25,986,664 19,157,273 - -

Total Non-Current Assets 467,493,437 361,888,065 262,778,319 225,757,227

Current AssetsProperty development projects

- current portion 13 69,069,846 100,706,616 - -Inventories 19 1,855,545 7,221,757 - -Trade and other receivables 20 38,225,047 54,989,059 61,143 47,485Accrued billings 27,350,862 24,834,915 - -

Amount owing by subsidiary companies 15 - - 164,989,897 138,941,709Tax recoverable 2,525,496 3,736,139 - -Investment securities - held for trading 21 10,051,000 - 10,051,000 -Fixed income trust fund 22 81,512,077 - 81,512,077 -Fixed deposits with licensed banks 22 134,870,138 250,535,226 132,699,089 249,130,388Cash and bank balances 22 118,437,036 75,757,507 2,577,599 14,271,996

Total Current Assets 483,897,047 517,781,219 391,890,805 402,391,578

TOTAL ASSETS 951,390,484 879,669,284 654,669,124 628,148,805

43

STATEMENTS OFFINANCIAL POSITION

AS AT 30 JUNE 2011


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44

statements offinancial position


RM RM RM RM

EQUITY AND LIABILITIES

Capital and ReservesShare capital 23 270,000,000 135,000,000 270,000,000 135,000,000Share premium 24 - 17,589,690 - 17,589,690Retained earnings 25 515,956,483 572,118,612 263,491,913 354,164,463

TOTAL EQUITY 785,956,483 724,708,302 533,491,913 506,754,153

Non-Current LiabilitiesDeferred tax liabilities 18 5,513,644 5,513,644 - -

Current LiabilitiesTrade and other payables 26 147,036,214 132,375,133 987,595 780,184Advance billings 5,793,386 14,757,685 - -Amount owing to subsidiary companies 15 - - 119,665,600 119,928,725Bank overdrafts 27 - 1,238,879 - -Tax liabilities 7,090,757 1,075,641 524,016 685,743

Total Current Liabilities 159,920,357 149,447,338 121,177,211 121,394,652

TOTAL LIABILITIES 165,434,001 154,960,982 121,177,211 121,394,652

TOTAL EQUITY AND LIABILITIES 951,390,484 879,669,284 654,669,124 628,148,805


AS AT 30 JUNE 2011 (Continued)



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Non- Distributabledistributable reserve-

Share reserve-share retainedNote capital premium earnings Total

Group RM RM RM RM

At 1 July 2009 135,000,000 17,589,690 502,102,612 654,692,302

Total comprehensive incomefor the financial year - - 84,191,000 84,191,000

Transactions with owners:

Dividends for the financial year ended30 June 2009

- final dividend 28 - - (14,175,000) (14,175,000)

Total transactions with owners - - (14,175,000) (14,175,000)

At 30 June 2010 135,000,000 17,589,690 572,118,612 724,708,302


Transactions with owners:Issuance of ordinary shares pursuant

to bonus issue 23 135,000,000 (17,589,690) (117,410,310) -Dividends for the financial year ended

30 June 2010 - final dividend 28 - - (20,250,000) (20,250,000)

Dividends for the financial year ended30 June 2011 - first interim dividend 28 - - (8,100,000) (8,100,000)

Total transactions with owners 135,000,000 (17,589,690) (145,760,310) (28,350,000)

At 30 June 2011 270,000,000 - 515,956,483 785,956,483

45

STATEMENTS OFCHANGES IN EQUITY



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46

statements ofchanges in equity

Non- Distributabledistributable reserve-

Share reserve-share retainedNote capital premium earnings Total

Company RM RM RM RM

At 1 July 2009 135,000,000 17,589,690 328,708,841 481,298,531


Transactions with owners:

Dividends for the financial year ended30 June 2009 - final dividend 28 - - (14,175,000) (14,175,000)

Total transactions with owners - - (14,175,000) (14,175,000)

At 30 June 2010 135,000,000 17,589,690 354,164,463 506,754,153


Transactions with owners:Issuance of ordinary shares pursuant

to bonus issue 23 135,000,000 (17,589,690) (117,410,310) -

Dividends for the financial year ended30 June 2010 - final dividend 28 - - (20,250,000) (20,250,000)

Dividends for the financial year ended

30 June 2011 - first interim dividend 28 - - (8,100,000) (8,100,000)

Total transactions with owners 135,000,000 (17,589,690) (145,760,310) (28,350,000)

At 30 June 2011 270,000,000 - 263,491,913 533,491,913


FOR THE FINANCIAL YEAR ENDED 30 JUNE 2011 (Continued)



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47

STATEMENTS OFCASH FLOWS



RM RM RM RM

Cash Flows From Operating Activities

Profit before taxation 121,841,794 113,550,378 58,887,036 45,570,219

Adjustments for:Depreciation of property, plant and

equipment 1,536,235 1,635,198 127,946 124,339

Depreciation of investment properties 578,468 45,060 - -Impairment of goodwill - 2,595,642 - -Interest expense 77,577 136,535 - -Property, plant and equipment written off 541 13,452 - 822Interest income (6,202,911) (5,311,697) (11,279,496) (9,504,916)Gain on investment securities (305,892) (1,943,629) (305,892) (1,943,629)Gain on disposal of property, plant and

equipment (102,197) (6,424) - (2,700)Unrealised gain on short term investment (2,121,000) - (2,121,000) -Dividend income (1,857,127) - (44,857,127) (34,128,054)

Profit Before Working Capital Changes 113,445,488 110,714,515 451,467 116,081

Decrease/(Increase) in:Land held for future development (91,101,943) 14,817,740 - -Investment properties (7,581,177) (1,957,725) - -Property development projects 30,113,426 14,544,491 - -Inventories 5,366,212 (7,376) - -Trade and other receivables 16,764,012 38,358,263 (13,658) 2,176,059Accrued billings (2,515,947) (18,963,632) - -Amount owing by subsidiary companies - - (26,048,188) 31,686,891

64,490,071 157,506,276 (25,610,379) 33,979,031Increase/(Decrease) in:

Trade and other payables 14,661,081 (4,127,905) 207,411 314,534Advance billings (8,964,299) (9,084,791) - -Amount owing to subsidiary companies - - (263,125) (2,196,203)

Net Cash From/(Used In) Operations 70,186,853 144,293,580 (25,666,093) 32,097,362

Interest income received 1,343,571 1,050,911 6,549,912 5,484,968Income tax refund 3,315 - - -Income tax paid (31,850,560) (37,161,341) (3,961,003) (5,680,762)

Net Cash From/(Used In) Operating Activities 39,683,179 108,183,150 (23,077,184) 31,901,568


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48

statements ofcash flows


RM RM RM RM

Cash Flows From Investing Activities

Interest income received 4,859,340 4

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