dutaland berhad

DutaLand B

erhad (7296-V)

Annual R

eport 2011

DutaLand Berhad (7296-V) Level 23, Menara Olympia T : +603 2072 3993No 8, Jalan Raja Chulan F : +603 2072 399650200 Kuala Lumpur E : [email protected]

www.dutaland.com.my

A n n u a l R e p o r t 2 0 1 1

2 Corporate Information

3 Operational and Financial Highlights

4 Chairman’s Statement

9 Corporate Social Responsibility

11 Profile of Directors

15 Corporate Governance Statement

21 Additional Compliance Information

24 Statement on Internal Control

25 Audit Committee Report

31 Directors’ Report and Audited Financial Statements

122 Properties Held by the Group

124 Distribution Schedule of Equity Securities

133 Notice of Annual General Meeting

136 Statement Accompanying Notice of Annual General Meeting

Form of Proxy

CONTENTS

2 Annual Report 2011 • DutaLand Berhad (7296-V)

CORPORATE INFORMATION

BOARD OF DIRECTORSYAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah Chairman

YBhg Tan Sri Dato’ Yap Yong SeongGroup Managing Director

Mr Yap Wee ChunExecutive Director

YBhg Tan Sri Dato’ Haji Lamin bin Haji Mohd YunusIndependent Director

YBhg Dato’ Yap Wee KeatNon-Independent Director

Mr Cheong Wong SangIndependent Director

Encik Hazli bin IbrahimIndependent Director

COMPANY SECRETARIESMs Yap Siew KhimMAICSA No. 7010093

Ms Lim Yoke SiMAICSA No. 0825971

Ms Pang Siok TiengMAICSA No. 7020782

DATE AND PLACE OF INCORPORATION26 July 1967, Malaysia

COMPANY NUMBER7296-V

WEBSITEwww.dutaland.com.my

REGISTERED OFFICELevel 23, Menara OlympiaNo. 8, Jalan Raja Chulan, 50200 Kuala LumpurTel : 603-20723993 Fax : 603-20723996E-mail : [email protected]

SHARE REGISTRAR(Place where all registers of securities are kept)

Tricor Investor Services Sdn BhdLevel 17, The Gardens North TowerMid Valley City, Lingkaran Syed Putra59200 Kuala LumpurTel : 603-22643883Fax : 603-22821886Website: www.tricorglobal.com

STOCK EXCHANGE LISTINGMain Market of Bursa Malaysia Securities Berhad

AUDITORSMessrs Ernst & Young (AF : 0039)Chartered AccountantsLevel 23A, Menara MileniumJalan DamanlelaPusat Bandar Damansara50490 Kuala Lumpur

PRINCIPAL BANKERSAsian Finance Bank BerhadAlliance Investment Bank BerhadAmBank (M) BerhadOSK Investment Bank BerhadRHB Bank Berhad

3Annual Report 2011 • DutaLand Berhad (7296-V) Annual Report 2011 • DutaLand Berhad (7296-V)

OPERATIONAL AND FINANCIAL HIGHLIGHTS

Year Ended Year Ended Year Ended Year Ended Year Ended 30 June 2011 30 June 2010 30 June 2009 30 June 2008 30 June 2007 RM ‘Million RM ‘Million RM ‘Million RM ‘Million RM ‘Million

INCOME STATEMENTRevenue 115.5 121.2 100.5 174.7* 101.9*Profit before taxation 3.5 16.6 77.9 55.9* 349.4*Profit attributable to owners of the parent 0.7 8.5 90.1 37.7 317.4

STATEMENT OF FINANCIAL POSITIONIssued and paid-up capital 593.1 592.7 586.1 564.6 564.6Shareholders’ equity 850.9 856.1 766.7 799.3 766.8Total assets 1,145.2 1,226.1 1,144.4 1,248.3 1,257.5

PER SHARE DATA

Gross profit per share (sen) 1** 3** 14** 10 249**Net profit per share (sen) 0.1** 1** 16** 7 226**Net tangible assets per share (sen) 143 144 131 142 136

* These figures are derived from the continuing and discontinued operations of the Group** Based on weighted average number of shares issued during the year

2010

2010

2009

2009

2008

2008

2007

2007

2011

2011

Year

Year

115.5Revenue(RM’Million)

850.9Shareholders’Equity(RM’Million)

1,145.2Total Assets(RM’Million)

3.5ProfitBeforeTaxation(RM’Million)

2010

2010

2009

2009

2008

2008

2007

2007

2011

2011

Year

Year


CHAIRMAN’S STATEMENT

“On behalf of the board of directors of DutaLand, I am pleased to

present the annual report and audited financial statements for the

financial year ended 30 June 2011 (“FY 2011”).”


Economic ReviewGlobal economic conditions during the first half of the year under review were somewhat mixed with most emerging Asian economies having recovered and stabilized while advanced Western economies and Japan continued with their deleveraging efforts to contain their financially strapped economies from further deteriorating. This was especially evident in the developing economies of China and India which registered annual growth rates in their gross domestic product (“GDP”) of between 6.5% and 7.5% which are healthy growths by any standard in comparison with the advanced economies like the US, Eurozone and Japan which posted either negligible growth or contractions in their economies. While the US continued to attempt various stimulus measures to spur its flagging economy via a second round of quantitative easing, the sovereign debt crisis in the Eurozone deepened further and threatened to spread to more nations.

The second half of the year under review was marked by events of equally calamitous proportions which came in the form of the massive earthquake / tsunami and the

subsequent nuclear fallout which hit Japan in March this year and virtually put a halt on the beleaguered nation’s

faltering economic recovery. The huge magnitude of the disaster disrupted global supply chains and

threatened to derail the recovery process of the developing economies which are mostly dependent on the Japanese market. The situation

was exacerbated by rising geo-political tensions in the Middle East during the year under review which led to persistently high oil prices.

Following the turbulence in the global economy, Malaysia’s economic growth moderated to 4.0% for the second quarter ended June 2011 as compared to 8.9% for the previous year’s quarter. Nevertheless, overall growth continued to be sustained by the services sector being the main contributor to the economic growth and registered a growth of 7.3% in the second quarter. This was further supported by strong exports of commodities and resource-based products.

CHAIRMAN’S STATEMENT (CONT’D)

In the palm oil sector, global demand for raw commodities like palm oil continued to chart rising trends with strong demand recorded from China and India. Average CPO prices recorded for the year under review ranged between RM2,500 to RM3,800 per metric tone (“MT”) as compared with an average CPO price of RM2,400 per MT for the previous comparative period.

The domestic property market also proved to be quite resilient in the face of global economic uncertainties. Despite borrowing restrictions imposed by the Government in the previous year to prevent overheating, the demand for medium to high cost segments continued to see healthy take-up rates especially for landed properties in good locations as evidenced by recent property launches.

Like many other developing economies currently, inflationary fears have prompted the Malaysian government to gradually raise interest rates in an effort to contain the adverse effects of inflation on purchasing power and in turn domestic consumption. Bank Negara Malaysia has raised its overnight policy rate (“OPR”) twice during the year under review from 2.5% to 3.0%.

However, the recent succession of events which culminated in August this year following the unprecedented downgrading of US debt, erupted in a severe loss of investor confidence and led to the recent rout on the global equity markets. Coupled with the imminent threat of default by debt-ridden countries in the Eurozone, global markets reacted in the extreme with the resultant volatility now witnessed in the financial and commodities markets.

Arising from this latest turn of events which are still unfolding in the world arena, there are already widespread expectations of a prolonged global economic slowdown in the immediate future.

Financial PerformanceFor the financial year ended 30 June 2011 (“FY2011”), the Group registered total revenue of RM115.5 million which is lower by RM5.6 million or 4.6% from RM121.1 million for the previous FY2010. The decrease was mainly due to lower contribution from the property division.


Revenue from the property division declined by RM28.8 million from RM88.2 million in FY2010 to RM59.4 million in FY2011 attributed mainly to lower sales resulting from the completion of the first phase of its ongoing property development project in Sri Hartamas / Mont Kiara, Kuala Lumpur (“the Kenny Heights project”) which is undertaken on a 58:42 joint venture basis with sister company, Olympia Industries Berhad.

Meanwhile, for the plantation division, revenue showed an increase of RM24.9 million from RM31.1 million for FY2010 to RM56.0 million for FY2011. The significantly higher revenue was due to higher production volume, coupled with higher average selling prices of fresh fruit bunches (“FFB”).

At the Group level, a pretax profit of RM3.5 million was recorded for the current financial year as compared to RM16.6 million reported in the previous year. The shortfall of RM13.2 million was mainly due to the previous year’s gain on disposal of investment property of RM12.9 million and write back of provision for impairment loss on land of RM6.3 million as well as provision for impairment loss on land of RM8.8 million in the current year. This was mitigated by higher profit of RM18.6 million recorded by the plantation division for FY2011.

Operational Review

Property Development

For the year under review, there were mixed indications from the domestic property market. This was reflected from the high take up rate of newly-launched condominiums with more than 60% sold just a few months after launching. However, on the rental market, leasing has been less active and rental rates have not increased much.

During the year under review, prices in strategic locations such as the Kuala Lumpur City Centre (“KLCC”) and Mont Kiara have remained relatively steady since the 2008 global financial crisis with average asking prices of RM800 psf and above. Nevertheless, luxury high-rise residences in KLCC and Mont Kiara localities are expected to face a challenging market in view of ample supply and weak rental demand.

The Group’s maiden phase of the Kenny Heights project, namely the Kenny Heights Estate, which was launched in November 2008, was completed and handed over in April 2011. The development is spearheaded by DutaLand’s sub-subsidiary, KH Land Sdn Bhd. Kenny Heights Estate comprised the development of 49 town villas on a land area of 3.7 acres. The 4-storey luxury villas are equipped with individual private lift, swimming pool, underground driveway and garage. Residents will have the use of a club house and concierge services.

With the completion of Kenny Heights Estate, the Group has commenced earthwork on the second phase of the project known as Kenny Heights Sanctuary. This project will entail the construction of 4 tower blocks of 709 units of high rise condominiums built on 9 acres of land. The gross development value for the second phase is estimated at RM1.5 billion. Envisioned as a lush and green environment equipped with world class amenities, the construction of Kenny Heights Sanctuary is expected to be completed by end of 2015.

The Group’s mixed development project in Seremban (undertaken by its wholly-owned subsidiary, Oakland Holdings Sdn Bhd) also sold about RM3.3 million worth of shophouses during the year under review. In May 2011, a new phase has been launched to develop 38 units of shop offices. Todate, the project has achieved 86% take up rate with total sales value of approximately RM12.0 million. The physical works on the site commenced in September 2011 and construction is expected to be completed by end of 2012. With the successful launch and sales of these shop offices, the Group will be launching the next phase in due course, which comprises another 37 units of shop offices.

With the first phase completed and mostly sold, revenue contributed by the Kenny Heights project was lower and coupled with impairment loss of RM8.8 million, the property division registered an operating loss of RM2.1 million for the year under review as compared to last year’s operating profit of RM22.8 million.



Plantations

The Group’s plantation assets are held under its wholly owned sub-subsidiary, Pertama Land & Development Sdn Bhd (“Pertama Land”) which owns about 12,000 hectares of oil palm lands in the districts of Labuk-Sugut and Tongod, Sabah.

For the financial year under review, the plantation division recorded an increase of RM24.9 million or 80% in revenue to RM56.0 million as compared to RM31.1 million for the previous year. The significantly improved performance was due to higher production volume of 88,139 metric tones (“MT”) which is a rise of 24% over the previous year and higher average selling price of FFB of RM635 per MT, which was 45% higher than the previous year’s average selling price of RM439 per MT. The better selling price was attributed to the higher CPO prices which held steady at above RM3,000 per MT since end of 2010 as a result of the continuing global demand from traditional markets like Pakistan, China, India, US and European Union.

The higher revenue was, however, partially offset by higher operating costs incurred due to rehabilitation work during the year under review. Consequently the operating profit of the division rose from RM9.0 million for FY2010 to RM27.6 million for FY2011 which is an increase of RM18.6 million for the year under review.

Significant Corporate DevelopmentsDuring the year under review, DutaLand further reduced its debt obligations with the settlement of approximately RM75.2 million nominal value of various financial instruments comprising RM11.8 million of 2007/2013 Restructured Term Loans, USD18.4 million (equivalent to RM55.9 million) of 2007/2013 Redeemable Secured Bonds, USD0.5 million (equivalent to RM1.7 million) of 2007/2013 Irredeemable Exchangeable Bonds, RM5.6 million of 2007/2013 Redeemable Unsecured Loan Stocks and RM0.2 million of 2007/2013 Irredeemable Convertible Bonds (“ICB”).

Furthermore, approximately RM460,200 of 2007/2013 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) were converted into 390,000 new ordinary shares during the year under review. The reduction in financial instruments as well as conversion of ICULS has significantly lowered the Group’s financial commitment in terms of principal repayment and interest payment.

On 28 July 2011, Pertama Land entered into a Sale and Purchase Agreement with Sri Mayvin Plantation Sdn Bhd (“Sri Mayvin”) for the proposed disposal of its plantation assets with a combined land area of 11,977.91 hectares, located in the Districts of Labuk-Sugut and Tongod, Sabah for a total cash consideration of RM830 million. Sri Mayvin is a wholly-owned subsidiary of Mayvin (Sabah) Sdn Bhd, which in turn is a wholly-owned subsidiary of IOI Corporation Bhd. Todate the shareholders of DutaLand have approved the proposed disposal of the plantation assets at the Extraordinary General Meeting of DutaLand held on 11 October 2011 and the transaction is pending completion by end of 2011.

Future OutlookWith the current turmoil in the global financial markets and expectations of an imminent world economic slowdown, emerging Asian economies led by China are gearing up to face lower growth prospects. Amidst the serious structural problems besetting the US and Eurozone which shall require long term solutions, it is not expected that developing economies will be able to effectively disengage from the advanced Western economies. Arising from these factors, the general consensus is that the Malaysian economy will likely record a slightly



lower GDP this year of between 4% to 5% declining from 7.2% previously. The main drivers for the Malaysian economy are expected to come from exports of commodities and resource-based products, domestic private investments and the various infrastructure projects to be implemented pursuant to the government-led Economic Transformation Programme (“ETP”).

The Group will maintain its core business activity in property development with particular focus on the Kenny Heights project. This long-term venture is envisaged to be developed over a period of 10 to 15 years with an estimated GDV of about RM20.0 billion. Riding on the Group’s successful completion and sale of the first phase of the project, the Group has recently embarked on the construction of the second phase which will be on a much larger scale than the first phase. Development of the remaining phases of the project will be undertaken in stages in accordance with prevailing market conditions.

With the sale of the plantation assets held under Pertama Land, the future prospects for the Group moving forward is considerably improved in view of the significant cash proceeds receivable. While a portion of the sale proceeds will be partially utilized to redeem about RM5.6 million nominal value of 2007/2013 ICB which were issued to the original scheme creditors under the Company’s restructuring scheme in 2007, the bulk of the remaining sale proceeds are targeted to prepay and further reduce its debts as deemed necessary as well as to fund the Group’s ongoing business operations including the Kenny Heights project and future investment in new businesses or assets which have yet to be identified as at the date of this report.

AppreciationThe Board of DutaLand would like to record our appreciation to YAM Tengku Abdullah Ibni Almarhum Sultan Abu Bakar, the former Chairman of DutaLand who had retired at the Forty-Third Annual General Meeting of DutaLand. His service, experience and expertise were indeed highly valued by the Board.

My sincere appreciation goes to my fellow Board members for their support throughout a challenging FY2011. I also wish to express my heartfelt thanks to DutaLand’s management team and employees for their relentless hard work, commitment and dedication during this difficult time.

I also wish to thank all our customers, business partners, government authorities and shareholders for their continued guidance, advice and strong support.

YAM TENGKU DATUK SERI AHMAD SHAH IBNI ALMARHUM SULTAN SALAHUDDIN ABDUL AZIZ SHAHChairman



General CSR PracticeAs a responsible corporate citizen, the Group will continuously ensure that all pertinent activities relating to corporate social responsibility are considered and supported in its operations for the wellbeing of stakeholders, community and environment. Our employees are the heart of the Group and the key to the competitive success in the marketplace. As a policy, we do not discriminate against any race, gender, age and minorities. The employees are also provided adequate medical benefits as well as hospitalisation and personal accident insurance coverage. We believe that employees’ involvement is vital to the success of the Group.

As part of efforts towards the preservation of environment, the Group will ensure there are sufficient measures at all construction sites and work places to prevent any adverse impact on the environment. We strive to improve occupational health, safety and a comfortable work environment for our employees.

Kenny Heights Community Outreach ProgrammeThe Kenny Heights Community Outreach Programme is the primary CSR initiative of the Group, which has adopted Rumah KIDS and Sekolah Kebangsaan Sri Hartamas as beneficiaries. Several initiatives have been completed, including the provision of furniture and fittings for the new Rumah KIDs home for underprivileged children in Subang Jaya, and the Project Bumi Hijau for the primary school’s environmental education activities.

OCBC Cycle Malaysia’s Kenny Heights Ultimate City RaceKH Land Sdn Bhd participated in the inaugural OCBC Cycle Malaysia 2011 by presenting the Kenny Heights Ultimate City Race, an exclusive by-invitation-only ride category featuring 100 top National Cyclists who powered through the 1.2km circuit to complete the most number of laps within 90 minutes. This elite criterium was sanctioned by the Malaysian National Cycling Federation, which had changed the venue for the 5th circuit of the National Cycling Grand Prix from Sabah to Kuala Lumpur in conjunction with the Kenny Heights Ultimate City Race. Many of these national cyclists also used the race as part of their preparation for the upcoming South-East Asian (SEA) Games, due to be held in Palembang, Indonesia in November.

CORPORATE SOCIAL RESPONSIBILITY

Annual Report 2011 • DutaLand Berhad (7296-V)10 Annual Report 2011 • DutaLand Berhad (7296-V)

CORPORATE SOCIAL RESPONSIBILITY (CONT’D)

Kenny Heights Ultimate City Race was flagged off at Dataran Merdeka by YBhg Dato Jeff Yap, Executive Director of Kenny Heights together with YBhg Datuk Naim Mohamad, Vice President of the Malaysian National Cycling Federation; Mr Jeffrey Chew, Managing Director & CEO of OCBC Bank Malaysia; and Mr Chris Robb, Managing Director of Spectrum Worldwide, the event owner and organizer. Mohd Harrif Saleh, of the Terengganu Pro-Asia Cycling Team, won the Kenny Heights’ Yellow Jersey by finishing ahead of teammates, second-placed by Mohd Zamri Saleh and Anuar Manan, who finished in third place.

Prior to the event, a celebrative atmosphere surrounded the Cycling and Lifestyle Village at Avenue K, the official venue, which was packed with hundreds of participants collecting their Cycle Packs, with spectators, and onlookers joining in on the fun. The participants were then treated to a special meet-and-greet session with Anuar Manan and the Terengganu Pro-Asia cycling team, who autographed jerseys, T-shirts, and posters at the Kenny Heights pavilion.

Minister of Youth & Sports, YB Dato’ Seri Ahmad Shabery Cheek, himself, together with Mr. Jeffrey Chew and Dato’ Jeff Yap participated in the community rides, along with 80 others from the Ministry of Youth and Sports. Other notable participants included the 400-strong contingent from OCBC Bank (Malaysia) Berhad, DJ Blink, and journalists from major media houses as well as employees of the Dutaland and Olympia Industries Group. To be associated with a landmark event such as OCBC Cycle Malaysia augurs well with the Group’s corporate values and complements Kenny Heights’ vision of midtown lifestyles in a five-star integrated neighbourhood that is adjacent to the new Istana Negara.

OCBC Cycle Malaysia 2011 kicked off from 14th to 16th Oct, spanning an action-packed weekend with five cycling categories including The Challenge (52km), The Community Ride (21km), Mighty Savers™ Kids Rides (4km), the Tricycle Ride (100m), the Polygon Foldies Community Ride (21km), and the by-invitation-only, Kenny Heights Ultimate City Race 2011. The three-day OCBC Cycle Malaysia cycling extravaganza, supported by the Ministry of Youth & Sports, Malaysia was a cycling platform that catered to cyclists of all skill levels, to encourage a wholesome and healthier lifestyle through cycling. To be the first cycling event on closed roads in Kuala Lumpur – allowing cyclists to ride freely without having to worry about traffic – was a unique privilege. With more than 3,500 participants, it was the largest mass-participation cycling event on closed roads in Malaysia, which offers something for everyone from beginner to national rider.

11Annual Report 2011 • DutaLand Berhad (7296-V) Annual Report 2011 • DutaLand Berhad (7296-V)Annual Report 2011 • DutaLand Berhad (7296-V)

PROFILE OF DIRECTORS

YAM TENGKU DATUK SERI AHMAD SHAH IBNI ALMARHUM SULTAN SALAHUDDIN ABDUL AZIZ SHAHAge 56, Malaysian, Chairman

YAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah was appointed to the Board on 25 February 2009 as an Independent Non-Executive Director and was subsequently re-designated as Chairman of DutaLand Berhad on 23 November 2010.

YAM Tengku Datuk Seri Ahmad Shah completed his Diploma in Business Administration from Universiti Teknologi MARA in 1974. He started his career in Charles Bradburne (1930) Sdn Bhd as a broker from 1974 to 1981. He was a Director of TTDI Development Sdn Bhd from 1978 to 2000 and a Director of Sime UEP Berhad from 1983 to 1987. In 1987, he was appointed as Chairman of Sime Darby Medical Centre Subang Jaya Sdn Bhd, a position which he still holds until now.

Presently, YAM Tengku Datuk Seri Ahmad Shah is also a Director of Equine Capital Berhad, Melewar Industrial Group Berhad and Wawasan TKH Holdings Berhad, all of which are listed on Bursa Malaysia Securities Berhad. He is also a Director of Sime Darby Property Berhad and Sime Darby Healthcare Sdn Bhd. He is also involved in welfare organizations and is a member of the Board of Trustees of the Cancer Research Initiatives Foundation (CARIF).

YAM Tengku Datuk Seri Ahmad Shah has no family relationship with any Director and/or major shareholder of DutaLand Berhad, has no conflict of interest with DutaLand Berhad and has no conviction for any offences within the past 10 years other than traffic offences.

YAM Tengku Datuk Seri Ahmad Shah attended all the 4 Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2011.

YBHG TAN SRI DATO’ YAP YONG SEONGAge 70, Malaysian, Group Managing Director

YBhg Tan Sri Dato’ Yap Yong Seong was appointed to the Board of DutaLand Berhad on 16 February 1993 and is a member of the Remuneration Committee of DutaLand Berhad.

YBhg Tan Sri Dato’ Yap first ventured into the property business in the early 70’s under the Duta Group which was a pioneer in embarking on a reclamation project at the fore shore lands in Malacca which now stood the new business centre known as Melaka Raya.

YBhg Tan Sri Dato’ Yap also sits on the Board of Olympia Industries Berhad as the Group Managing Director and on the Board of several companies within the DutaLand Berhad and Olympia Industries Berhad Groups. He is the father of YBhg Dato’ Yap Wee Keat and Mr Yap Wee Chun. He is also the spouse of YBhg Puan Sri Datin Leong Li Nar, a major shareholder of DutaLand Berhad.

Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of DutaLand Berhad and its subsidiaries for which YBhg Tan Sri Dato’ Yap is deemed to be interested as disclosed on pages 106 and 107 of this Annual Report, there are no other business arrangements with DutaLand Berhad in which he has personal interests. He has no conviction for any offences within the past 10 years.

YBhg Tan Sri Dato’ Yap attended all the 4 Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2011.


PROFILE OF DIRECTORS (CONT’D)

MR YAP WEE CHUNAge 41, Malaysian, Executive Director

Mr Yap Wee Chun was appointed to the Board of DutaLand Berhad on 5 September 1996. He graduated in 1990 with a Bachelor of Arts, majoring in Business Administration and Economics from Richmond University of London. Mr Yap began his career as an Officer with D & C Sakura Merchant Bank Bhd (now known as RHB Investment Bank Berhad) in 1994.

Mr Yap sits on the Board of several companies within the DutaLand Berhad Group and a subsidiary in Olympia Industries Berhad Group. He is the son of YBhg Tan Sri Dato’ Yap Yong Seong, the Group Managing Director of DutaLand Berhad and YBhg Puan Sri Datin Leong Li Nar, a major shareholder of DutaLand Berhad as well as the brother of YBhg Dato’ Yap Wee Keat.

Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of DutaLand Berhad and its subsidiaries for which Mr Yap is deemed to be interested as disclosed on pages 106 and 107 of this Annual Report, there are no other business arrangements with DutaLand Berhad in which he has personal interests. He has no conviction for any offences within the past 10 years other than traffic offences.

Mr Yap attended 3 out of the 4 Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2011.

YBHG TAN SRI DATO’ HAJI LAMIN BIN HAJI MOHD YUNUSAge 76, Malaysian, Independent Director

YBhg Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus was appointed to the Board of DutaLand Berhad on 28 December 2001. He is the Chairman of the Audit, Nomination and Remuneration Committees of DutaLand Berhad.

YBhg Tan Sri Dato’ Haji Lamin obtained his LLB (Honours) from the University of Singapore in 1963 and a post-graduate Diploma in Socio-Legal Studies from the University College of Wales, Cardiff, United Kingdom. Upon graduation from the University of Singapore in 1963, YBhg Tan Sri Dato’ Haji Lamin was admitted into the Diplomatic Service and served both locally and overseas namely, Ministry of Foreign Affairs, Malaysia and the Malaysian Embassy in Bangkok. In 1967, he began his illustrious working career in the Legal and Judicial service when he joined the Malaysian Judicial and Legal Service. He first served as Deputy Public Prosecutor in the Attorney General’s Chambers, Kuala Lumpur and was later appointed Magistrate also in Kuala Lumpur. He served briefly as Acting President of the Sessions Court, Seremban before his appointment as Federal Counsel with the Ministry of Defence, Kuala Lumpur. In 1972, he was appointed Senior Assistant Registrar, High Court, Kuala Lumpur and later Deputy Public Prosecutor, Perak. In 1973, he assumed the post of Senior Federal Counsel in the Prosecution Division in the Attorney General’s Chambers, Kuala Lumpur. He was appointed State Legal Advisor, Pahang in 1977 and was appointed Deputy Head of Prosecution Division, AG Chambers, Kuala Lumpur in 1980. In 1982, he returned to Pahang as Pahang State Legal Advisor and simultaneously, he was also the Judge Advocate General in the Ministry of Defence, Kuala Lumpur. In 1983, he was appointed to Solicitor General and later in 1988, he was promoted to Judge of the High Court Malaya, Pahang. In 1994, he was promoted to the position of Judge of the Federal Court. He was the first President of the Court of Appeal of Malaysia, a position that he held for almost seven years until his retirement in March 2001 after having served the six months extension as provided for under article 125 (1) of the Federal Constitution. On 24 August 2005, YBhg Tan Sri Dato’ Haji Lamin was elected as ad litem Judge of the International Criminal Tribunal for the former Republic of Yugoslavia (ICTY) at the 59th session of the United Nations General Assembly for a term of four years.

YBhg Tan Sri Dato’ Haji Lamin is also a Director of Golden Plus Holdings Berhad (“GPHB”) and Taman TAR Development Sdn Bhd.

YBhg Tan Sri Dato’ Haji Lamin has no family relationship with any Director and/or major shareholder of DutaLand Berhad, has no conflict of interest with DutaLand Berhad and has no conviction for any offences within the past 10 years other than traffic offences.

YBhg Tan Sri Dato’ Haji Lamin attended all the 4 Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2011.

13Annual Report 2011 • DutaLand Berhad (7296-V)


YBHG DATO’ YAP WEE KEATAge 43, Malaysian, Non-Independent Director

YBhg Dato’ Yap Wee Keat was appointed to the Board on 25 March 1992 and was instrumental in the property development activities of the DutaLand Berhad Group. He is also currently an Executive Director of Olympia Industries Berhad and has been responsible for the business operations of the Olympia Industries Berhad Group. He is also the Chief Executive Officer of KH Land Sdn Bhd, the developer of Kenny Heights, DutaLand Berhad’s property investment in the Group’s joint venture with Olympia Industries Berhad.

YBhg Dato’ Yap obtained his LLB (Honours) degree from The London School of Economics And Political Science, United Kingdom in 1989. With the Group’s investment in Automobili Lamborghini, he was appointed deputy chairman of Automobili Lamborghini from 1994 - 1998.

YBhg Dato’ Yap is also one of the founding trustees for Malaysian Tsunami Aid Foundation, “Force of Nature Aid Foundation”, which was established in 2005, where he sits on the Board of Trustees.

YBhg Dato’ Yap is the eldest son of YBhg Tan Sri Dato’ Yap Yong Seong, the Group Managing Director and YBhg Puan Sri Datin Leong Li Nar, both are major shareholders of DutaLand Berhad. He is the eldest brother to Mr Yap Wee Chun, the Executive Director and a major shareholder of DutaLand Berhad. YBhg Dato’ Yap also serves on the Board of several other private companies within Olympia Industries Berhad and DutaLand Berhad.

Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the day-to-day operations of DutaLand Berhad and its subsidiaries for which YBhg Dato’ Yap is deemed to be interested as disclosed on pages 106 and 107 of this Annual Report, there are no other business arrangements with DutaLand Berhad in which he has personal interests. He has no conviction for any offences within the past 10 years other than traffic offences.

YBhg Dato’ Yap attended 3 out of the 4 Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2011.

MR CHEONG WONG SANGAge 54, Malaysian, Independent Director

Mr Cheong Wong Sang was appointed to the Board of DutaLand Berhad on 28 December 2001 and is a member of the Audit Committee, Nomination Committee and Remuneration Committee of DutaLand Berhad.

A Certified Public Accountant (CPA) and a Certified Management Accountant (CMA) by profession, Mr Cheong has varied and extensive direct hands-on specialised business experiences, both in Malaysia and overseas. He started his early articleship training with an international accounting firm and simultaneously graduated as a Chartered Management Accountant. He specialises in turn-around situations, portfolio management, divestment exercise, Mergers & Acquisitions activities and high level negotiations involving privatisation of national projects. Prior to that, he has worked and participated as a professional manager in various senior executive positions including as director and adviser to the Board of various business entrepreneurial organisations including public listed entities in the Asia-Pacific region.

Mr Cheong has no family relationship with any Director and/or major shareholder of DutaLand Berhad, has no conflict of interest with DutaLand Berhad and has no conviction for any offences within the past 10 years other than traffic offences.

Mr Cheong attended all the 4 Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2011.



ENCIK HAZLI BIN IBRAHIMAge 48, Malaysian, Independent Director

Encik Hazli bin Ibrahim was appointed to the Board of DutaLand Berhad on 2 January 2008 and is a member of the Audit Committee and Nomination Committee of DutaLand Berhad.

Encik Hazli graduated with a Bachelor of Finance with Accounting from the University of East London in 1986 and is a fellow of the Association of Chartered Certified Accountants (ACCA). He obtained his Master of Business Administration (MBA) in 1993 from Cass Business School in London.

Encik Hazli started his career in London with several chartered accountants firms. Upon his return to Malaysia in August 1994, he joined the Aseambankers Malaysia Berhad, the investment banking arm of Maybank Berhad as Manager in the Corporate Finance Division. Subsequently in November 1996, he moved to Amanah Merchant Bank Berhad (now known as Alliance Investment Bank Berhad) as Assistant General Manager. He left Amanah Group in September 1998 to join Pengurusan Danaharta Nasional Berhad (“Danaharta”), a national asset management company of Malaysia as the Head of Corporate Planning, Corporate Services Division.

Encik Hazli left Danaharta in October 2002 to set up Haz-iq Capital Sdn Bhd, a consultancy firm, specializing in corporate finance works, where he is currently the Managing Director. His key areas of expertise include taking companies for listing on Bursa Malaysia Securities Berhad, corporate and debt restructuring and fund raising exercise. He is currently an Independent Non-Executive Director of Mentiga Corporation Berhad and Lebtech Berhad (formerly known as Lebar Daun Berhad). He is also a Director of several private companies.

Encik Hazli has no family relationship with any Director and/or major shareholder of DutaLand Berhad, has no conflict of interest with DutaLand Berhad and has no conviction for any offences within the past 10 years other than traffic offences.

Encik Hazli attended all the 4 Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2011.


CORPORATE GOVERNANCE STATEMENT

The Board of DutaLand Berhad (“Board”) recognises the importance of good corporate governance and is committed in adopting the principles and best practices of corporate governance throughout the Group in the manner prescribed by the following: -

• MalaysianCodeonCorporateGovernance(Revised2007)(“Code”);

• BursaMalaysiaSecuritiesBerhad’s(“BursaSecurities”)MainMarketListingRequirementsandCorporateGovernanceGuide: Towards Boardroom Excellence (CG Guide).

The statement below sets out how the DutaLand Group has applied the principles and best practices of good corporate governance based on the Code for the financial year ended 30 June 2011.

BOARD OF DIRECTORS

• BoardCompositionandBalance

The Board consists of seven (7) members in total, four (4) of whom are Independent Non-Executive Directors. The Chairman of the Company is an Independent Non-Executive Director which provides effective oversight over Management and reflects the Company’s commitment to uphold corporate governance. The Board is satisfied that the current composition, with at least one third are independent directors, does fairly represent the investment of the majority and minority shareholders in the Company.

The roles of the Chairman and the Group Managing Director are distinct and separate so as to ensure balance of power and authority. The Chairman is primarily responsible for the orderly conduct of Meetings of the Board and to facilitate matters between the Board and its investors. The Group Managing Director is responsible for the development and implementation of strategy, and managing the day-to-day operations of the Group. No member of the Board is identified as Senior Independent Non-Executive Director to assist on any concerns from shareholders as the Board is of the view that any such concerns can be easily brought to the attention of the Board via the Company Secretaries.

The current Board brings with it a broad range of business, financial, technical and public service background. This balance enables the Board to provide clear and effective leadership to the Group and bring informed and independent judgement to many aspects of the Group’s strategy and performance. The Board views its composition as a balance mix of executive and non-executive members. Furthermore, the current number of Board members is conducive for efficient deliberations at Board Meetings and effective conduct of Board decision making.

The profile of the Board members are set out on pages 11 to 14 of this Annual Report.

• DutiesandResponsibilitiesoftheBoard

The Board leads the Group and is responsible for, amongst others, formulating and reviewing the overall strategic plan, key policies, control and operations of the Group, identifying risks and ensuring the existence of adequate internal controls and management systems to measure and manage risks. The presence of Independent Non-Executive Directors helps in providing an independent and constructive views, advice and opinions to the benefit of the investors, customers and other stakeholders.


BOARD OF DIRECTORS (CONT’D)

• BoardMeetingsandSupplyofInformation

During the financial year ended 30 June 2011, the Board had met four (4) times whereby all the Directors have complied with the requirements in respect of Board Meeting attendance which are as follows:-

Number of Board MeetingsDirectors Held (during tenure) Attended

YAM Tengku Datuk Seri Ahmad Shah Ibni 4 4 Almarhum Sultan Salahuddin Abdul Aziz Shah (Redesignated as Chairman on 23 November 2010) YBhg Tan Sri Dato’ Yap Yong Seong 4 4Mr Yap Wee Chun 4 3YBhg Dato’ Yap Wee Keat 4 3YBhg Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus 4 4Encik Hazli bin Ibrahim 4 4Mr Cheong Wong Sang 4 4

Board Meetings are scheduled to be held regularly, at least four times in a financial year with sufficient notice for all Board Meetings of issues to be discussed. The dates for Board Meetings for the ensuing financial year are scheduled well in advance. All issues discussed and all decisions made during the Board Meetings will be properly recorded by the Company Secretaries and reviewed by the Board for completeness and accuracy. Senior Management staff usually attends Board Meetings for purposes of briefing the Board of various matters submitted for their consideration.

Additional Board Meetings may be called as and when significant issues arise and which require the Board’s decision.

In between Board Meetings, approvals on matters requiring the sanction of the Board are sought by way of circular resolutions enclosing all relevant information to enable the Board to make informed decisions. All circular resolutions approved by the Board will be tabled for notation and confirmation at the next Board Meeting.

Notices of meetings setting out the agenda and the relevant Board papers are provided to all Directors for their review in a timely manner prior to meetings. Financial and relevant information are also promptly supplied by Senior Management to the Board at each meeting for purposes of discharging their duties and responsibilities. More details affecting business units’ ground operations, strategies and performances are usually presented and discussed at the Management Executive Committee Meetings level held prior to the Board Meetings. Specific matters that are reserved for the full Board’s decision are key corporate strategies and plan involving acquisitions and disposals of material assets, major investment decisions affecting the Group’s direction and policies and approvals of all financial results and announcements.

The Chairman of the Audit Committee would inform the Directors at Board Meetings, of any salient matters raised at the Audit Committee Meetings and which require the Board’s notice or direction.

The Board is regularly updated and kept informed by the Company Secretaries and the Management of the requirements such as restriction in dealing with the securities of the Company and updates as issued by the various regulatory authorities including the latest developments in the legislations and regulatory framework affecting the Group. The Board has unrestricted and constant access to and interaction with the Senior Management of the Company. Each Board member also has full access to all information within the Company as well as the advice and services of the full time Company Secretaries.

Where necessary, the Directors may, whether collectively as a Board or in their individual capacities, seek external and independent professional advice from experts on any matter in furtherance of their duties as they may deem necessary and appropriate at the Company’s expense.

• BoardCommittees

The Board has also delegated specific responsibilities to the Board Committees, namely the Audit Committee, Nomination Committee and Remuneration Committee, all of which operate within defined terms of reference. All these Board Committees do not have executive power but report to the Board on all matters they have considered and recommended thereon.

CORPORATE GOVERNANCE STATEMENT (CONT’D)



• BoardCommittees(Cont’d)

A summary of the various Board Committees at DutaLand and their compositions are as follows:-

Audit Remuneration NominationName of Director Committee Committee Committee

YAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah (Redesignated as Chairman on 23 November 2010)YBhg Tan Sri Dato’ Yap Yong Seong MemberMr Yap Wee ChunYBhg Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus Chairman Chairman ChairmanYBhg Dato’ Yap Wee KeatMr Cheong Wong Sang Member Member MemberEncik Hazli bin Ibrahim Member Member

Notes: - 1. the Audit Committee is comprised exclusively of Independent Directors (compliance with Paragraph 15.09

of the Main Market Listing Requirements of Bursa Securities) 2. the Remuneration Committee is comprised mainly of Non-Executive Directors (as recommended in the Code) 3. the Nomination Committee is comprised entirely of Independent Directors (as recommended in the Code)

The Company also convenes regular Management Executive Committee Meetings which are attended by Executive Directors and Senior Management personnel at least once quarterly to review and monitor the performance of the Group’s business units in meeting with its financial budgets and business targets.

The Audit Committee takes on the role of reviewing the adequacy and integrity of the internal control system and management information system of the Company and Group. More details are provided under the Audit Committee Report.

The Nomination and Remuneration Committees’ roles are as described below.

• AppointmentofDirectors

The Nomination Committee of the Board, with its defined terms of reference is fully entrusted with the role of proposing and recommending new nominees to the Board. The decision as to who shall be nominated remains the responsibility of the full Board after considering the recommendations of the Committee. The Board, through the Nomination Committee, will review the suitability of an individual to be appointed taking into account the skills, expertise, background and experience. Following appointment, new Directors will be duly briefed via an orientation familiarisation programme, the Company and Group’s businesses, operations and management level to facilitate better understanding overall.

The Board, through the Nomination Committee, will assess on a yearly basis the effectiveness of the full Board, the committees of the Board and the contribution of each individual Director.

• Re-appointmentandRe-electionofDirectors

Pursuant to Section 129(2) of the Companies Act, 1965, Directors who have attained the age of 70 years shall retire at every annual general meeting and may offer themselves for re-appointment to hold office until the next annual general meeting.

The Company’s Articles of Association provide for all Directors to retire from office at least once every three (3) years at each annual general meeting in compliance with the Main Market Listing Requirements of Bursa Securities. Each retiring Director is eligible for re-election. In addition, one third (1/3) of the Board, including the Group Managing Director, shall retire by rotation and shall be eligible for re-election at each annual general meeting. The Articles of Association also provide that a Director appointed by the Board during the financial year shall also be subject to re-election at the forthcoming annual general meeting after his appointment.




• Re-appointmentandRe-electionofDirectors(Cont’d)

The Board does not fix a maximum tenure limit for Directors as the Board is of the view that there are significant advantages to be gained from the long-serving Directors who possess tremendous insight and knowledge of the Company’s affairs. Furthermore, the Board is of the view that there is no need to set a time-frame on how long an Independent Director should serve on the Board in view of the ability of a Director to serve effectively as an Independent Director is very much a function of his calibre, qualification, experience and personal qualities, particularly of his integrity and objectivity, and has no compelling relationship to his tenure as an Independent Director.

• Directors’Training

All members of the Board have attended the Mandatory Accreditation Programme organised by Bursa Securities. The Directors are aware and are encouraged to attend continuing education programmes, seminars and conferences to keep themselves abreast of the current developments and business environment affecting their roles and responsibilities to the Group.

The Company Secretaries facilitates Directors’ attendances at external programmes, and keeps a complete record of the training received or attended by the Directors.

For the financial year ended 30 June 2011, all Directors had collectively or individually attended the following seminars/programmes/forums:

• SharpeningtheCorporatePlanningFrameworkforEffectivePerformanceMonitoring

• SustainabilityProgrammeforCorporateMalaysia½dayDirectors’SessiononSustainability-Sector:Plantation,Construction, Property & Hotel

• TheBoard’sResponsibilityforCorporateCulture–SelectedGovernanceConcernsandToolsforAddressingCorporate Culture and Board Performance

• TheGlobalEconomicSlowdownof2007/2008–Present:ItsImpactonMalaysia

• TransformingMalaysia:ChallengestoBecomingaHigh-IncomeNation

The Board views the aforementioned seminars/programmes/forums attended and/or participated by the Directors, and the updates provided to the Directors from time to time as sufficient to meet the skills and knowledge required to carry out their duties as Directors.

DIRECTORS’ REMUNERATION

• Remuneration,ProcedureandDisclosure

As in accordance with the Code, the Remuneration Committee of the Company comprised mainly of Non-Executive Directors who are responsible for developing the remuneration framework policy and recommending the remuneration packages for Executive Directors to the Board. Executive Directors’ remuneration packages are based on overall individual responsibilities taking into account the corporate performance of the Company and Group. The Board, as a whole, determines the remuneration of the Non-Executive Directors. Individual Directors shall abstain from discussing and voting on their own remuneration at the Board and Remuneration Committee Meetings.

The Directors’ fees recommended for Independent Directors reflect the experience and responsibilities levels of the Directors concerned. Directors’ fees payable to Independent Directors are subject to the approval of the shareholders of the Company at annual general meeting held yearly. Independent Directors are also paid meeting allowances for each Board and Audit Committee Meetings that they attend.



DIRECTORS’ REMUNERATION (CONT’D)

• Remuneration,ProcedureandDisclosure(Cont’d)

The aggregate remuneration of the Executive and Non-Executive Directors for the financial year ended 30 June 2011, are categorized into the following components:

Allowances Basic Bonuses/ & Statutory Benefits-

Directors Fees Salary Commissions Contribution in-kind Total (RM’000) (RM’000) (RM’000) (RM’000) (RM’000) (RM’000)

Executive - 1,754 135 340 463 2,692

Non-Executive 161 - - 22 - 183

The number of Directors whose remuneration fall in each successive band of RM50,000 are shown as follows:

Number of DirectorsRange of remuneration Executive Non-Executive

Below RM50,000 - 5RM1,050,001 to RM1,100,000 1 -RM1,600,001 to RM1,650,000 1 -

• Directors’ShareOptions

There is no Directors’ Share Options Scheme in the Company during the financial year ended 30 June 2011.

SHAREHOLDERSThe Board firmly believes that the annual general meeting of the Company (“AGM”) is the best forum to promote a closer relationship with our shareholders, enabling us to continue our engagement process with them and to keep shareholders informed of all material business and corporate developments concerning the Group. Notices of AGM and annual report are sent to all shareholders of the Company at least twenty-one (21) days before the date of the AGM. The Notice also provide for separate resolutions to be proposed at the AGM for any distinct issue as in adherence with the Code.

The AGM also provides the opportunity for shareholders to participate in a Question and Answer Session relevant to the Company’s business. In addition, a press conference is usually held immediately after the AGM to provide any further clarifications and to respond to questions raised.

Another communication tool to reach shareholders and investors is via our corporate website, www.dutaland.com.my where shareholders of the Company and investors can access the Group’s information and corporate announcements at our website. The Board acknowledges the need for the Company’s shareholders and investors to be informed of all material business and corporate developments concerning the Group in a timely manner. In addition to various announcements made during the year, the timely release of the Group’s consolidated financial results on quarterly basis provides the shareholders and investors with an overview of the Group’s financial and operational performances so as to enable the investment community to make careful and informed investment decisions on the Company’s securities. With a direct link to www.bursamalaysia.com, all announcements made to Bursa Securities are published shortly after the same is released on Bursa Securities’ website. All shareholders’ queries will be received by the Company Secretaries who will provide feedback and responses to shareholders’ queries where such information can be made available to the public.



ACCOUNTABILITY AND AUDIT

• FinancialReporting

The Board is responsible for the quality and completeness of publicly disclosed financial reports. In presenting the annual financial statements, quarterly reports and the annual reports to the shareholders of the Company, the Board takes appropriate steps to present a clear and balanced assessment of the Group’s position and prospects. This also applies to other price-sensitive public announcements and reports to the regulatory authorities.

The Group’s financial statements and quarterly announcements, prepared using appropriate accounting policies, consistently and supported by reasonable and prudent judgments and estimates, will be reviewed and deliberated by the Audit Committee in the presence of the external auditors, internal auditors of the Company and the General Manager, Group Finance prior to recommending them for adoption by the Board. The Audit Committee ensures that the information to be disclosed are accurate, adequate and in compliance with the various disclosure requirements imposed by the relevant authorities. The Board discusses and reviews the recommendations proposed by the Audit Committee prior to its adoption. The Board also ensures accurate and timely release of the Group’s quarterly and annual financial results to Bursa Securities.

• Directors’ResponsibilityStatement

The Directors are required under the Companies Act, 1965 (“Act”), 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 and of the results and cash flows of the Group and of the Company for the financial year then ended.

The Directors consider that, in preparing these financial statements, the Group and the Company have used appropriate accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent. The Directors also consider that all applicable approved accounting standards have been followed and confirm that the financial statements have been prepared on a going concern basis.

The Directors are responsible and have ensured that proper accounting records are kept under the Act, that disclose with reasonable accuracy, the financial positions and results of the Group and the Company. The Directors are also responsible for taking necessary and reasonable steps to safeguard the assets of the Company and the Group and to prevent and detect fraud and other irregularities.

• InternalControl

The Board acknowledges its overall responsibilities for maintaining a sound system of internal control which covers not only financial controls but also the operational, compliance and risk management. The Audit Committee of the Company has been established, which is assisted by an independent internal audit function in the discharge of its duties and responsibilities.

The Group’s Statement on Internal Control is set out on page 24 of this Annual Report.

• RelationshipwithExternalAuditors

The Company through its Audit Committee has a formal and transparent relationship with the external auditors. The external auditors attended two out of the four Audit Committee Meetings of the Company held during the financial year. These quarterly meetings enabled the exchange of views on issues requiring attention.

A formal mechanism has been established by the Audit Committee to ensure that there is frank and candid dialogue with the external auditors. The Audit Committee will meet the external auditors twice during the financial year without the presence of the Executive Directors and Management. This allows the Audit Committee and the external auditors the exchange of free and honest views and opinions in matters related to external auditors’ audit and findings.

A report by the Audit Committee together with its Terms of Reference is set out on pages 25 to 29 of this Annual Report.

This Corporate Governance Statement has been approved by the Board of DutaLand on 19 October 2011.



a) Non-Audit fees Paid/Payable

The amount of non-audit fees of the Group paid and payable to the external auditors or their affiliated companies for the financial year ended 30 June 2011 amounted to RM 4,600.

b) Material Contracts

There were no material contracts entered into by the Company and its subsidiaries involving Directors and major shareholders’ interests still subsisting at the end of the financial year ended 30 June 2011 except for a consortium agreement dated 14 February 2003 entered into between KH Estates Sdn Bhd, a wholly-owned subsidiary of DutaLand (“KHE”) and Olympia Properties Sdn Bhd, a wholly-owned subsidiary of Olympia Industries Berhad (“OIB”) (“OP”) for the proposed joint development of the land measuring approximately 41.14 and 32.3 acres situated at Mukim Batu, District of Kuala Lumpur, State of Wilayah Persekutuan.

YBhg Tan Sri Dato’ Yap Yong Seong, YBhg Dato’ Yap Wee Keat and Mr Yap Wee Chun are Directors of DutaLand and deemed major shareholders of DutaLand and OIB. Both YBhg Tan Sri Dato’ Yap Yong Seong and YBhg Dato’ Yap Wee Keat are also common Directors of OIB, except for Mr Yap Wee Chun who is not a Director in OIB. YBhg Tan Sri Dato’ Yap Yong Seong, YBhg Dato’ Yap Wee Keat and Mr Yap Wee Chun are deemed interested in the subsidiaries of DutaLand and OIB by virtue of their direct and indirect equity interests in DutaLand and OIB respectively. OIB is a former associated company of DutaLand.

c) Recurrent Related Party Transactions of a Revenue or Trading Nature conducted pursuant to the Shareholders’ Mandate Approved at the Annual General Meeting held on 11 November 2010

ADDITIONAL COMPLIANCE INFORMATION

Related Parties involved with DutaLand and/or its

subsidiaries

Nature of Transactions Relationship Aggregate value for financial year ended

30 June 2011(RM’000)

Miles and Miles Leisure Sdn Bhd (“MNM”) and Olympia Travels & Tours (Singapore) Pte Ltd (“OTTS”)

Purchase of air tickets and travel arrangement from MNM and OTTS, which are in the travel business

MNM and OTTS are both wholly-owned subsidiaries of OlB

372

Dairy Maid Resort & Recreation Sdn Bhd (“DMRR”)

Rental of office space and parking at Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur which is owned by DMRR

DMRR is a wholly-owned subsidiary of OlB

787

Total 1,159


d) Provision of Financial Assistance conducted pursuant to the Shareholders’ Mandate Approved at the Annual General Meeting held on 11 November 2010

e) Share buybacks

The Company does not have a scheme to buy back its own shares.

f) Options or convertible securities issued and exercised

During the financial year, a total of RM460,200 Irredeemable Convertible Unsecured Loan Stocks 2007/2013 were exercised and converted to ordinary shares of RM1.00 each in DutaLand pursuant to the Trust Deed dated 25 August 2006 between DutaLand and Malaysian Trustees Berhad.

Save as disclosed above, there were no options or other convertible securities exercised and the Company did not issue any options or convertible securities during the financial year.

g) Depository Receipt Programme

The Company did not sponsor any depository receipt programme during the financial year under review.

ADDITIONAL COMPLIANCE INFORMATION (CONT’D)

Related Parties involved with DutaLand and/or its

subsidiaries

Nature of Transactions Relationship Aggregate value for financial year ended

30 June 2011(RM’000)

Duta Grand Hotels Sdn Bhd (“DGH”)

1) Provision of financial assistance to meet preliminary costs such as consultants fees and other professional fees as well as pre-operational costs such as insurances, quit rents, assessments, staff costs, security services for the upkeep and maintenance relating to the DGH project.

2) Provision of corporate guarantee to contractors and sub-contractors relating to DGH project.

DGH is 76% owned by DutaLand with the remaining 24% held by Duta Credit Sdn Bhd, a company controlled by the major shareholders and/or certain Directors of DutaLand.

1,368

–

Total 1,368


h) Variation in results

There were no variances of 10% or more between the audited results for the financial year ended 30 June 2011 and the unaudited results previously announced.

i) Sanctions and/or Penalties

The Company and its subsidiaries, Directors and Management have not been imposed with any sanctions and/or penalties by the relevant regulatory bodies for the financial year ended 30 June 2011.

On 22 June 2011, a public reprimand and fine of RM200,000 was imposed by Bursa Malaysia Securities Berhad (“Bursa Securities”) on YBhg Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus for breach of paragraph 16.13 (b) of the Main Market Listing Requirements of Bursa Securities following failure by another listed company in Bursa Securities of which he is an Independent and Non-Executive Director of the said listed company, to comply with Paragraph 2.23oftheMainMarketListingRequirementsofBursaSecurities–InstructionorDirectivesIssuedbyBursaSecurities.

j) Profit guarantee

There is no shortfall in the KHD profit guarantee for the year, and the profit guarantee was therefore fully satisfied.

k) Revaluation policy on landed properties

Please refer to the accounting policy on property, plant and equipment and biological assets on pages 56 and 57 of this Annual Report.

l) Utilisation of proceeds

The Company did not carry out any corporate exercise to raise funds during the financial year under review.

ADDITIONAL COMPLIANCE INFORMATION (CONT’D)


STATEMENT ON INTERNAL CONTROL

The Board’s ResponsibilitiesThe Board of Directors acknowledges their responsibility to maintain a system of internal control and for reviewing its adequacy and integrity. The system is designed to manage rather than eliminate the risk of failure in achieving the Group’s corporate objectives and can only provide reasonable but not absolute assurance against any material misstatement or loss.

The Risk Management ProcessThe Board has formally endorsed an ongoing risk management and internal control framework which includes the following key elements:

• Theguidingprinciplesoftheriskmanagementframework;

• Theunderlyingapproachtoriskmanagement;

• TherolesandresponsibilitiesoftheBoardandtheManagementTeam;

• Theunderlyingapproachinreviewingandmonitoringanysignificantrisk;

• Regularreviewontheeffectivenessofinternalcontrol.

The framework is applied continuously throughout the financial year to determine, evaluate and manage the significant risks of the Group. This is further assured by the implementation of an internal control system that has been integrated in the Group’s operations and working culture. Therefore, any significant risk arising from factors within the Group and from changes in business environment can be addressed on a timely basis.

The process is regularly reviewed by the Board through the Audit Committee and is in accordance with the Guidance as contained in the “Statement on Internal Control - Guidance for Directors of Public Listed Companies”.

The Internal Control ProcessThe other key features of the Group’s internal control system include the following:

• Anorganisationstructurewithdefined linesof responsibilityandappropriatereportingstructure includingproperapprovalandauthorisationlimitsforapprovingcapitalexpenditureandexpenseswithintheGroup;

• InternalpoliciesandproceduresaredocumentedthroughaseriesofmanualsforallmajoroperationsoftheGroup;

• Strategicplanningandannualbudgetingareundertaken for thekeybusinessunitsandconsolidatedatGrouplevel. Senior management closely monitors the key performance indicators and financial and operating results againstbudgettoidentifyandwhereappropriate,toaddresssignificantvariances;

• An Internal Audit Department which performs regular and systematic review of the internal controls to assesson the effectiveness of the systems of internal control and to highlight significant risks impacting the Group with recommendationforimprovement;

• The Audit Committee regularly reviews and scrutinises the audit report by the Internal Audit Department andconducts annual assessment on the adequacy of the Department’s scope of work and resources.

During the financial year, some weaknesses in internal control were identified and measures have been or are being taken to address these weaknesses. None of these weaknesses will result in any material losses, contingencies or uncertainties that would require disclosure in the Group’s annual report.

The Group continues to take measures to enhance and strengthen the internal control environment.

This Statement on Internal Control has been approved by the Board of DutaLand on 19 October 2011.


AUDIT COMMITTEE REPORT

The Audit Committee was established by the Board of Directors on 20 June 1994 with the primary objectives of assisting the Board in discharging its statutory duties and responsibilities relating to internal controls, financial and accounting records and policies as well as financial reporting practices of the Company and its subsidiaries (“the Group”).

During the financial year, the Audit Committee carried out its duties and responsibilities in accordance with its terms of reference and held discussions with the internal auditors, external auditors and Management staff. The Audit Committee is of the view that no material misstatements or losses, contingencies or uncertainties have arisen, based on the reviews made and discussions held.

MembersThe Audit Committee comprises 3 Directors, all of whom are Independent Non-Executive Directors, namely:

YBhg Tan Sri Dato’ Haji Lamin bin Haji Mohd YunusChairman, Independent Director

Mr Cheong Wong SangMember, Independent Director

Encik Hazli bin IbrahimMember, Independent Director

Terms of Reference of Audit Committee

1. Composition

a) The Committee shall be appointed by the Directors amongst its members of no fewer than 3 members, all of whom shall be non-executive directors, with a majority of them being independent directors defined below:

• isnotanExecutiveDirectoroftheCompanyoritsrelatedcorporation;

• hasnotbeenwithinthelast2yearsandisnotanOfficer(exceptasanindependentdirector)oftheCompanyoritsrelatedcorporation;

• isnotamajorshareholderoftheCompanyoritsrelatedcorporation;

• isnotafamilymemberofanyExecutiveDirector,officerormajorshareholderoftheCompanyoritsrelatedcorporation;

• isnotactingasanomineeor representativeofanyExecutiveDirectorormajorshareholderoftheCompanyoritsrelatedcorporation;

• is not engaged as an adviser by the Company or its related corporation [as prescribed by BursaMalaysia Securities Berhad (“Bursa Securities”)] either personally or through a firm or company of whichheisapartner,directorormajorshareholder;or

• has not been engaged in any transaction with the Company or its related corporation, whetherby himself or with other persons or through a firm or company of which he is a partner, director or major shareholder, as the case may be, engaged in any transaction with the Company or its related corporation under such circumstances as prescribed by Bursa Securities.

b) The Committee shall include at least one person who is a member of the Malaysian Institute of Accountants or a person who must have at least 3 years’ working experience and must have passed the examinations specified in Part 1 of the 1st Schedule of the Accountants Act 1967 or must be a member of one of the associations of accountants specified in Part II of the said Schedule. However, all members of the Audit Committee should be financially literate.

c) No Alternate Director shall be appointed as a member of the Committee.


Terms of Reference of Audit Committee (Cont’d)

1. Composition (Cont’d)

d) The members of the Committee shall elect from among themselves a Chairman who is independent and non-executive.

e) If a member of the Committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below three (3), the Board shall, within three (3) months of the event, appoint such number of new members as may be required to make up the minimum number of three (3) members.

f) The Board shall review the term of office and performance of the Committee members at least once every three (3) years to determine whether such Committee members have carried out their duties in accordance with their terms of reference.

2. Authority

The Committee is authorised by the Board and at the cost of the Company, to carry out the following:

a) investigateanyactivitywithintheCommittee’sTermsofReference;

b) haveresourceswhicharereasonablyrequiredtoenableittoperformitsduties;

c) havefullandunrestrictedaccesstoanyinformationpertainingtotheCompanyortheGroup;

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

e) obtain independent professional advice and to invite outsiders with relevant experience to attend, if necessary;and

f) 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.

3. Duties

The duties of the Committee shall be to review the following and report the same to the Board:

a) Any matters concerning the appointment or recommendation for nomination of the external auditors, the auditfeeandanyquestionofresignationordismissal;

b) The nature and scope of the audit plan by the external auditors before commencement and ensure coordinationwheremorethanoneauditfirmisinvolved;

c) The external auditors’ audit report, problems and reservations or areas of concern arising from both the interim and final audits and any other matters the external auditors may wish to discuss (in the absence of Managementwherenecessary);

d) Quarterly and year-end financial statements, focusing on any change in or implementation of major accounting policy changes, significant and unusual events, the going concern assumption and compliance withaccountingstandardsandotherlegalrequirements;

e) Theexternalauditors’managementletterandManagement’sresponse;

f) Theexternalauditors’evaluationofthesystemofinternalcontrols;

g) Theassistancegivenbytheemployeestotheexternalandinternalauditors;

AUDIT COMMITTEE REPORT (CONT’D)


Terms of reference of audit committee (Cont’d)

3. Duties (Cont’d)

h) In relation to the internal audit function, to:

- review the adequacy of the scope, functions, competency and resources of internal audit function andthenecessaryauthoritytocarryoutitswork;

- review the internal audit programme and results of the internal audit process to ensure that appropriate actionsaretakenontherecommendationsoftheinternalauditfunctionwherevernecessary;

- reviewanyappraisalorassessmentoftheperformanceofmembersoftheinternalauditfunction;

- approveanyappointmentorterminationofseniorstaffmembersoftheinternalauditfunction;

- take cognisance of resignations of internal audit staff members and provide resigning staff an opportunitytosubmitthereasonsforresigning;

i) AnymajorfindingsofinternalinvestigationsandManagement’sresponse;

j) Significantrisksidentifiedandtheircontrolplans;

k) Any related party transactions and conflict of interest situations that may arise within the Company or the Group including any transaction, procedure or course of action that raises questions of Management integrity;

l) Complianceofproceduresandguidelinesonrecurrentrelatedpartytransactions;and

m) Other topics as authorised by the Board.

4. Overseeing the Internal Audit Function

a) The Committee shall oversee all internal audit functions and is authorised to commission investigations to be conducted by internal audit, as it deems fit.

b) The Head of Internal Audit shall report directly to the Committee and shall have direct access to the Chairman of the Committee.

5. Procedures

a) The Committee may regulate its own procedures and in particular, the calling of the meetings, the notice given of such meetings, the voting and the proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.

b) The Secretary shall circulate the minutes of the meeting of the Committee to all members of the Board.

6. Attendance at Meetings

a) A quorum of the Committee shall be two (2) members. The majority of the members present must be independent.

b) The Head of Finance, the Head of Internal Audit and representative/s of the external auditors shall normally attend the meetings of the Committee. Other Board members and/or Management personnel may attend meetings only upon the invitation of the Committee. However, the Committee should meet with the external auditors without executive Board members present at least twice a year.

c) The Company Secretary shall be the Secretary of the Committee.



Terms of Reference of Audit Committee (Cont’d)

7. Frequency of Meetings

Meetings shall be held not less than four (4) times a year. The external auditors may request a meeting if they consider that one is necessary to consider any matter the external auditors wish to bring to the attention of the Directors or shareholders of the Company.

AUDIT COMMITTEE MEETINGSThere were four (4) Audit Committee Meetings held during the financial year ended 30 June 2011 attended by the Head of Finance and the Head of Internal Audit at all the meetings. Representatives of the external auditors attended two out of the four meetings held.

The Chairman of the Audit Committee engages on a continuous basis with Senior Management including the Chairman of the Board, the Group Managing Director, the Head of Finance, Head of Internal Audit, the Company Secretary and the external auditors, to keep abreast of issues of the Company and the Group.

Details of attendance of the Audit Committee Members during the financial year are as tabled below:

No. of Audit Committee MeetingsMembers Held Attended

YBhg Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus 4 4Mr Cheong Wong Sang 4 4Encik Hazli bin Ibrahim 4 4

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEEDuring the financial year ended 30 June 2011, the activities of the Audit Committee covered, among others, the following:

1. Reviewed financial statements including quarterly financial announcements to Bursa Securities and year end financial statements and recommend the same for approval by the Board of Directors, upon being satisfied that, interalia,thefinancialreportinganddisclosurerequirementsoftherelevantauthoritieshadbeencompliedwith;

2. Discussed and reviewed with the external auditors the external audit plan and approach, results of their examinations, auditors’ report and Management issue highlights relating to audit and updates on Financial Reporting Standards inMalaysia;

3. Convened separate meetings with the external auditors without the presence of Executive Directors and Management;

4. Reviewed the annual internal audit plan/report including its scope, basis of assessments and risks ratings of the proposed areas of audit and discussed internal audit findings/recommendations and Management response with InternalAudit;

5. Reviewedquarterlyriskmanagementreportandmonitoredtheimplementationofcontrolplans;and

6. Reviewed related party transactions that arose within the Company and the Group and to ensure that the transactions are fair and reasonable to, and are not to the detriment of, minority shareholders.



INTERNAL AUDIT FUNCTIONThe Group’s internal audit function is carried out by an Internal Audit Department that reports directly to the Audit Committee. The Internal Audit Department provides an independent and objective assurance on risk management and internal controls and governance procedures within the Company and Group. The Department performs its audit activities with the prime objective of ensuring that a sound internal control system is in place and the system is functioning adequately. This is achieved through regular and systematic reviews of internal control systems and management information systems to ensure the reliability and integrity of information, including the extent of compliance with applicable policies, plans, procedures and regulations. In addition, audit activities ensure that risk management procedures are complied and principal risks are identified by the Management of the Company and appropriate controls are in place to manage these risks.

The Audit Committee reviews and approves the annual audit plan of the Internal Audit Department at the first Audit Committee Meeting of the financial year. The internal audit scope of coverage for the financial year encompassed the audit of key processes and operations of all active subsidiaries as identified in the annual audit plan. Internal audit reports on findings noted during the audit, including implementation of the control plans to mitigate risks identified and recommended corrective actions were discussed with the Senior Management of the subsidiaries of the Company. Implementation timelines of the agreed action plans were agreed upon and follow-up audits were conducted to ensure full compliance. The corresponding audit reports with follow-up action plans and implementation status were also presented to the Audit Committee for review.

Total costs of the internal audit function for the financial year ended 30 June 2011 amounted to RM41,289.32.



This page is intentionally left blank.


DIRECTORS’ REPORT ANDAUDITED FINANCIAL STATEMENTS

32 Directors’ Report

37 Statement by Directors

37 Statutory Declaration

38 Independent Auditors’ Report

40 Income Statements

41 Statements of Comprehensive Income

42 Statements of Financial Position

44 Statements of Changes in Equity

47 Statements of Cash Flows

49 Notes to the Financial Statements

121 Supplementary Information


DIRECTORS’ REPORT

Directors’ reportThe directors hereby present their report together with the audited financial statements of the Group and of the Company for the financial year ended 30 June 2011.

Principal activitiesThe principal activity of the Company is investment holding. It also engages in the business of investment and the provision of management services to its subsidiaries.

The principal activities of the subsidiaries are described in Note 45 to the financial statements.

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

Results Group Company RM’000 RM’000

Loss for the year (285) (17,399)

Attributable to:Owners of the parent 689 (17,399)Non-controlling Interest (974) -

Loss for the year (285) (17,399)

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

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were not substantially affected by any item, transaction or event of a material and unusual nature, other than that arising from the provision of impairment loss on land held for property development of the Group of RM8,823,000 and the provision for impairment losses on investments in subsidiaries of the Company of RM14,718,000 as disclosed in Note 9 to the financial statements.

DividendsNo dividend has been paid or declared by the Company since the end of the previous financial year. The directors do not recommend the payment of any dividend in respect of the current financial year.


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

YAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah (Chairman)Tan Sri Dato’ Yap Yong Seong (Group Managing Director)Yap Wee Chun (Executive Director)Tan Sri Dato’ Haji Lamin bin Haji Mohd YunusDato’ Yap Wee KeatCheong Wong SangHazli bin IbrahimTengku Abdullah Ibni Almarhum Sultan Abu Bakar (Retired on 11 November 2010)

Directors’ benefitsNeither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate.

Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than benefits included in the aggregate amount of emoluments received or due and receivable by the directors or the fixed salary of a full-time employee of the Company as shown in Note 7 to the financial statements) by reason of a contract made by the Company or a related corporation with any director or with a firm of which he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 40 to the financial statements.

Directors’ interestsAccording to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in shares and warrants of the Company and its related corporations during the financial year were as follows:

Number of ordinary shares of RM1.00 each

1 July 30 June 2010 Acquired Disposed 2011

The Company

Direct interest:

Tan Sri Dato’ Yap Yong Seong 25,600 - - 25,600Dato’ Yap Wee Keat 54,000 - - 54,000Yap Wee Chun 28,200 - - 28,200Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus 938,700 - - 938,700

Indirect interest *:

Tan Sri Dato’ Yap Yong Seong 257,884,715 9,647,500 - 267,532,215Dato’ Yap Wee Keat 257,884,715 9,647,500 - 267,532,215Yap Wee Chun 257,884,715 9,647,500 - 267,532,215

DIRECTORS’ REPORT (CONT’D)



Directors’ interests (Cont’d)

Number of warrants

1 July 30 June 2010 Acquired Disposed 2011

The Company

Direct interest:

Tan Sri Dato’ Yap Yong Seong 20,000 - - 20,000Dato’ Yap Wee Keat 36,000 - - 36,000Yap Wee Chun 15,000 - - 15,000

Indirect interest #:

Tan Sri Dato’ Yap Yong Seong 8,838,393 - - 8,838,393Dato’ Yap Wee Keat 8,838,393 - - 8,838,393Yap Wee Chun 8,838,393 - - 8,838,393

* Deemed interest through shares held by Duta Equities Sdn Bhd (“DESB”) and Kenny Height Developments Sdn Bhd# Deemed interest through warrants held by DESB.

By virtue of their interests in shares in the Company, Tan Sri Dato’ Yap Yong Seong, Dato’ Yap Wee Keat and Yap Wee Chun are also deemed to be interested in the ordinary shares of all the subsidiaries of the Company to the extent the Company has an interest.

Other than as stated above, none of the directors in office at the end of the financial year had any interest in shares and warrants in the Company or its related corporations during the financial year.

Issuance of sharesDuring the financial year, the Company increased its issued and paid-up ordinary share capital from RM592,710,000 to RM593,100,000 via the issuance of 390,000 ordinary shares of RM1.00 each arising from the conversion of 460,200 units of 2007/2013 Irredeemable Convertible Unsecured Loan Stocks at a conversion price of RM1.18.

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

Warrants 2007/2012 (“Warrants”)On 18 April 2007, the Company issued 114,268,207 Warrants pursuant to the Company’s restructuring scheme under the respective Rights Issue and Special Issue. Each Warrant entitles the holder to subscribe for one ordinary share of RM1.00 each in the Company at an exercise price of RM1.00 per share within the period of 5 years from the date of issue. The exercise price of the Warrants is subject to adjustments from time to time in accordance with the conditions stipulated in the Deed Poll dated 25 August 2006.

As at 30 June 2011, the number of unexercised Warrants was 114,268,207.



Other statutory information(a) Before the income statements and statements of financial position of the Group and of the Company were made

out, the directors took reasonable steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequateprovisionhadbeenmadefordoubtfuldebts;and

(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting records in the ordinary course of business had been written down to an amount which they might be expected so to realise.

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

(i) the amount written off for bad debts and the amount of the provision for doubtful debts in the financial statementsoftheGroupandoftheCompanyinadequatetoanysubstantialextent;and

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

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or financial statements of the Group and of the Company which would render any amount stated in the financial statements misleading.

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

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

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

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which will or may affect the ability of the Group or of the Companytomeettheirobligationswhentheyfalldue;and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the financial year and the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the financial year in which this report is made.



Event occuring after the reporting dateDetails of event occuring after the reporting date is disclosed in Note 44 to the financial statements.

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

Signed on behalf of the Board in accordance with a resolution of the directors dated 19 October 2011.

Yap Wee Chun Tan Sri Dato’ Yap Yong Seong


We, Yap Wee Chun and Tan Sri Dato’ Yap Yong Seong, being two of the directors of DutaLand Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on pages 40 to 120 are drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2011 and of its financial performance and cash flows for the year then ended.

The information set out in Note 50 on page 121 to the financial statements have been prepared in accordance with the Guidence on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Signed on behalf of the Board in accordance with a resolution of the directors dated 19 October 2011. Yap Wee Chun Tan Sri Dato’ Yap Yong Seong

I, Wong Chiang Ying, being the officer primarily responsible for the financial management of DutaLand Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 40 to 120 are in my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared bythe abovenamed Wong Chiang Yingat Kuala Lumpur in Wilayah Persekutuanon 19 October 2011 Wong Chiang Ying

Before me,

Mohan A.S. ManiamNo. W521Commissioner for Oaths

STATEMENT BY DIRECTORS

STATUTORY DECLARATION

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

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


INDEPENDENT AUDITORS’ REPORT

Report on the financial statementsWe have audited the financial statements of DutaLand Berhad, which comprise the statements of financial position as at 30 June 2011 of the Group and of the Company, and the income statements, statements of comprehensive income, statements of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and a summary of significant accounting policies and other explanatory notes, as set out on pages 40 to 120.

Directors’ responsibility for the financial statements

The directors of the Company are responsible for the preparation of the financial statements that give a true and fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia, and for such internal control as the directors determine are necessary to enable the preparation of financial statements that are free from material misstatement, whether due to fraud or error.

Auditors’ responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on our judgment, including the assessment of risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the company’s preparation of the financial statements that give a true and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion.

Opinion

In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company as at 30 June 2011 and of their financial performance and cash flows of the Group and of the Company for the year then ended.

Report on other legal and regulatory requirementsIn accordance with the requirements of the Companies Act, 1965 (“Act”) in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the financial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 45 to the financial statements, being financial statements that have been included in the consolidated financial statements.

(c) We are satisfied that the accounts of the subsidiaries that have been consolidated with the financial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes.

(d) The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment required to be made under Section 174(3) of the Act.

to the members of DutaLand Berhad(Incorporated in Malaysia)


INDEPENDENT AUDITORS’ REPORT (CONT’D)

Other mattersThe supplementary information set out in Note 50 on page 121 is disclosed to meet the requirement of Bursa Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementary information in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants (“MIA Guidance”) and the directive of Bursa Malaysia Securities Berhad. In our opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance and the directive of Bursa Malaysia Securities Berhad.

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Ernst & Young Teoh Soo Hock AF: 0039 No. 2477/10/11(J)Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia 19 October 2011

to the members of DutaLand Berhad(Incorporated in Malaysia)


INCOME STATEMENTS

Group Company Note 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Revenue 3 115,516 121,154 13,333 7,675Other income 4 6,467 27,807 2,016 25,469Gain/(loss) on disposal of investment in subsidiaries - 13 - (1,464)Changes in inventories (2,452) (950) - -Disposal of land held for property development - (11,012) - -Development costs recognised as expenses 20 (37,062) (53,368) - -Construction contracts costs recognised as expenses - (54) - -Depreciation 5 (5,755) (6,708) (220) (505)Staff costs 6 (20,622) (15,676) (4,299) (4,362)Allowance for impairment on receivables 8 (8) (741) (1,795) (1,414)Impairment losses 9 (8,823) - (14,718) (7,679)Other expenses 10 (31,164) (26,685) (4,840) (6,090)

Profit/(loss) from operations 16,097 33,780 (10,523) 11,630

Finance income 1,892 105 6,885 4,760Finance expense (14,533) (17,258) (13,600) (16,488)

Finance costs, net 11 (12,641) (17,153) (6,715) (11,728)

Profit/(loss) before tax 3,456 16,627 (17,238) (98)Income tax (expense)/reversal, net 12 (3,741) (8,991) (161) 183

(Loss)/profit for the year (285) 7,636 (17,399) 85

Attributable to:Owners of the parent 689 8,494 (17,399) 85Non-controlling interest (974) (858) - -

(285) 7,636 (17,399) 85

Earnings per share attributable to owners of the parent (sen per share):

Basic, for profit for the year 13 0.1 1.4

Diluted, for profit for the year 13 0.1 1.2

for the year ended 30 June 2011

The accompanying accounting policies and explanatory notes form an integral part of the financial statements.


STATEMENTS OF COMPREHENSIVE INCOME

Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

(Loss)/profit for the year (285) 7,636 (17,399) 85

Other comprehensive income: Revaluation surplus on biological assets - 86,020 - - Transferred from deferred tax liabilities - 2,266 - 2,266

Other comprehensive income for the year - 88,286 - 2,266

Total comprehensive (expense)/income for the year (285) 95,922 (17,399) 2,351

Total comprehensive (expense)/income attributable to: Owners of the parent 689 96,780 (17,399) 2,351 Non-controlling interest (974) (858) - -

(285) 95,922 (17,399) 2,351




Group Company

Note 30.06.2011 30.06.2010 01.07.2009 30.06.2011 30.06.2010 01.07.2009 (restated) (restated) (restated) (restated) RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Assets

Non-current assetsProperty, plant and equipment 14 457,313 460,639 467,783 8,046 8,264 15,195Biological assets 15 218,413 216,800 129,617 - - -Land held for property development 16 49,386 90,198 94,920 - - -Investment properties 17 - 578 4,867 - - 4,023Investments 18 - - 76 436,049 434,563 444,132Long term receivable 19 9,233 15,885 21,328 9,233 15,885 21,328Deferred tax assets 39 4,517 6,541 8,735 4,517 6,541 8,735

738,862 790,641 727,326 457,845 465,253 493,413

Current assetsProperty development costs 20 290,828 319,888 340,484 - - -Inventories 21 10,828 5,904 7,131 - - -Due from subsidiaries 22 - - - 382,808 448,462 485,289Due from a company with common directors and corporate shareholders 33 - 5,672 5,793 - 5,562 5,793Due from affiliates 34 - 785 132 - - -Receivables 23 55,943 89,349 46,396 11,141 8,869 6,431Tax recoverable 5,099 196 350 5,059 1,726 220Short term deposits 24 676 3,379 3,354 146 146 1,546Cash and bank balances 24 11,611 10,332 13,460 2,278 579 1,879

374,985 435,505 417,100 401,432 465,344 501,158

Non-current asset classified as held for sale 25 31,360 - - - - -

406,345 435,505 417,100 401,432 465,344 501,158

Total assets 1,145,207 1,226,146 1,144,426 859,277 930,597 994,571

STATEMENTS OF FINANCIAL POSITION as at 30 June 2011


Group Company

Note 30.06.2011 30.06.2010 01.07.2009 30.06.2011 30.06.2010 01.07.2009 (restated) (restated) (restated) (restated) RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Equity and liabilities

Equity attributable to owners of the parentShare capital 36 593,100 592,710 586,079 593,100 592,710 586,079Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) 27 277,761 279,834 293,092 277,761 279,834 293,092Irredeemable Convertible Bonds (“ICB”) 28 9,226 9,484 10,532 9,226 9,484 10,532Irredeemable Exchangeable Bonds (“IEB”) 31 2,847 4,062 4,062 - - -Share premium 36 13,654 13,641 13,354 13,654 13,641 13,354Revaluation reserve 36 90,472 90,472 13,822 51,320 51,320 60,690Accumulated losses (136,172) (134,055) (154,229) (433,027) (412,818) (424,583)

850,888 856,148 766,712 512,034 534,171 539,164Non-controlling interest 55,199 56,173 57,540 - - -

Total equity 906,087 912,321 824,252 512,034 534,171 539,164

Non-current liabilitiesBorrowings 26 52,160 160,701 177,404 50,191 74,674 113,827Deferred tax liabilities 39 25,709 19,177 20,197 - - 2,319

77,869 179,878 197,601 50,191 74,674 116,146

Current liabilitiesProvisions for liabilities 38 97 115 128 - - -Borrowings 26 97,482 80,146 77,291 56,856 29,379 32,774Due to subsidiaries 22 - - - 237,000 289,010 303,784Due to affiliates 34 - 399 285 - 49 49Payables 35 56,731 44,459 42,914 3,196 3,314 2,654Current tax payable 6,941 8,828 1,955 - - -

161,251 133,947 122,573 297,052 321,752 339,261

Total liabilities 239,120 313,825 320,174 347,243 396,426 455,407

Total equity and liabilities 1,145,207 1,226,146 1,144,426 859,277 930,597 994,571

STATEMENTS OF FINANCIAL POSITION (CONT’D)

as at 30 June 2011



STATEMENTS OF CHANGES IN EQUITYfor the year ended 30 June 2011

Attributable to owners of the parent Non-distributable

Equity Equity Equity Total Non-

Share component component component Share Revaluation Accumulated shareholders’ controlling Total capital of ICULS of ICB of IEB premium reserve losses equity interest equity Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2010, as previously stated 592,710 279,834 9,484 4,062 13,641 90,472 (134,055) 856,148 56,173 912,321

Effects of adopting FRS 139 - - - - - - (2,518) (2,518) - (2,518)

592,710 279,834 9,484 4,062 13,641 90,472 (136,573) 853,630 56,173 909,803

Total comprehensive expense - - - - - - 689 689 (974) (285)

Transactions with ownersRepurchase and cancellation of IEB and ICB - - (109) (1,215) - - (279) (1,603) - (1,603)Conversion of ICULS 390 (373) - - 13 - (9) 21 - 21Reversal of deferred tax upon coupon payment - (1,700) (149) - - - - (1,849) - (1,849)

390 (2,073) (258) (1,215) 13 - (288) (3,431) - (3,431)

At 30 June 2011 593,100 277,761 9,226 2,847 13,654 90,472 (136,172) 850,888 55,199 906,087


Attributable to owners of the parent Non-distributable

Equity Equity Equity Total Non-

Share component component component Share Revaluation Accumulated shareholders’ controlling Total capital of ICULS of ICB of IEB premium reserve losses equity interest equity Group RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2009 586,079 293,092 10,532 4,062 13,354 13,822 (154,229) 766,712 57,540 824,252

Total comprehensive income - - - - - 76,650 20,130 96,780 (858) 95,922

Transactions with ownersDisposal of a subsidiary - - - - - - - - (145) (145)Dividend paid to non-controlling interest - - - - - - - - (364) (364)Repurchase and cancellation of ICULS and ICB - (4,490) (927) - - - (528) (5,945) - (5,945)Conversion of ICULS 6,631 (6,918) - - 287 - 572 572 - 572Reversal of deferred tax upon coupon payment - (1,850) (121) - - - - (1,971) - (1,971)

6,631 (13,258) (1,048) - 287 - 44 (7,344) (509) (7,853)

At 30 June 2010 592,710 279,834 9,484 4,062 13,641 90,472 (134,055) 856,148 56,173 912,321

STATEMENTS OF CHANGES IN EQUITY (CONT’D)




Non-distributable

Equity Equity Share component component Share Revaluation Accumulated capital of ICULS of ICB premium reserve losses Total Company RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 July 2010, as previously stated 592,710 279,834 9,484 13,641 51,320 (412,818) 534,171

Effects of adopting FRS 139 - - - - - (2,762) (2,762)

592,710 279,834 9,484 13,641 51,320 (415,580) 531,409

Total comprehensive expense - - - - - (17,399) (17,399)

Transactions with ownersRepurchase and cancellation of ICB - - (109) - - (39) (148)Conversion of ICULS 390 (373) - 13 - (9) 21Reversal of deferred tax upon coupon payment - (1,700) (149) - - - (1,849)

390 (2,073) (258) 13 - (48) (1,976)

At 30 June 2011 593,100 277,761 9,226 13,654 51,320 (433,027) 512,034

At 1 July 2009 586,079 293,092 10,532 13,354 60,690 (424,583) 539,164

Total comprehensive income - - - - (9,370) 11,721 2,351

Transactions with ownersRepurchase and cancellation of ICULS and ICB - (4,490) (927) - - (528) (5,945)Conversion of ICULS 6,631 (6,918) - 287 - 572 572Reversal of deferred tax upon coupon payment - (1,850) (121) - - - (1,971)

6,631 (13,258) (1,048) 287 - 44 (7,344)

At 30 June 2010 592,710 279,834 9,484 13,641 51,320 (412,818) 534,171

STATEMENTS OF CHANGES IN EQUITY (CONT’D)





Cash flows from operating activitiesProfit/(loss) before tax 3,456 16,627 (17,238) (98)Adjustments for: Impairment losses on: Investment in subsidiaries - - 14,718 7,679 Land held for property development 8,823 - - - Bad debts written off 410 195 410 189 Depreciation 5,755 6,708 220 505 (Gain)/loss on disposal of investment in subsidiaries - (13) - 1,464 Gain on disposal of investment property and property, plant and equipment, net (969) (13,374) - (12,719) Loss on disposal of short term investments - 61 - 59 Gain on cancellation of financial instruments (12) (2) (1) (2) Interest expense 14,533 17,258 13,600 16,488 Interest income (1,892) (105) (6,885) (4,760) Inventories written off 45 - - - Property, plant and equipment written off 18 62 - - Allowance for impairment on receivables 8 741 1,795 1,414 Provision for liabilities 1 48 - - Provision/(write back) for short term accumulating compensated absences, net 41 (20) 21 (9) Unrealised foreign exchange: - Loss 9 33 - - - Gain (161) (6,367) - - Waiver of creditors (779) (1,303) - - Write back of provision for impairment loss on land held for property development - (6,263) - - Write back of provision for liabilities (19) (48) - - Write back of allowance for impairment on receivables (15) (137) (2,007) (12,748)

Operating profit/(loss) before working capital changes 29,252 14,101 4,633 (2,538)Decrease/(increase) in receivables 39,078 (41,709) 2,925 2,627(Increase)/decrease in inventories (4,969) 1,174 - -Decrease in land held for property development - 11,012 - -Decrease in property development costs 29,060 20,596 - -(Increase)/decrease in amount due from joint venturer (228) 1,911 - -Payment for liabilities - (13) - -Increase/(decrease) in payables 13,008 3,843 (139) 669

Cash generated from operations 105,201 10,915 7,419 758Tax paid (3,838) (845) (3,333) (1,506)Interest paid (3,219) (1,461) - -

Net cash generated from/(used in) operating activities 98,144 8,609 4,086 (748)

Cash flows from investing activitiesNet cash inflow from disposal of investment in subsidiaries - 495 - 350Proceeds from disposal of investment property and property, plant and equipment 2,067 24,232 - 23,178Proceeds from disposal of short term investments - 1,396 - 1,346Proceeds from withdrawal of investments - 76 - 76Purchase of property, plant and equipment (2,207) (5,199) (2) (10)Addition in biological assets (1,613) (1,163) - -Addition in land held for property development (11) (27) - -Interest received 567 105 36 17

Net cash (used in)/generated from investing activities (1,197) 19,915 34 24,957

STATEMENTS OF CASH FLOWSfor the year ended 30 June 2011



Cash flows from financing activitiesDecrease in amount due from a company with common directors and corporate shareholders 5,280 121 5,170 231(Advance to)/repayment from subsidiaries - - (3,206) 31,381Changes in amounts due from/to affiliates, net 386 (539) (49) -(Placement)/withdrawal of fixed deposit pledged (30) 46 - (38)(Repayment)/drawdown of borrowings, net (6,413) 44,580 28,000 -Repayment and cancellation of financial instruments (81,966) (55,519) (17,590) (42,893)Coupon payments (14,550) (17,326) (14,311) (14,223)Term loan interest paid (435) - (435) -Repayment of hire purchase and lease payables (670) (1,113) - -Payment of dividend to non-controlling interest by a subsidiary - (364) - -

Net cash used in financing activities (98,398) (30,114) (2,421) (25,542)

Net (decrease)/increase in cash and cash equivalents (1,451) (1,590) 1,699 (1,333)Effects of exchange rate changes (3) (10) - -Cash and cash equivalents at beginning of financial year 13,248 14,848 687 2,020

Cash and cash equivalents at end of financial year (Note 24) 11,794 13,248 2,386 687

STATEMENTS OF CASH FLOWS (CONT’D)




NOTES TO THE FINANCIAL STATEMENTS30 June 2011

1. Corporate informationThe Company is a public company limited by shares, incorporated and domiciled in Malaysia, and is listed on the Main Market of Bursa Malaysia Securities Berhad. The principal place of business and registered office of the Company is located at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur.

The principal activity of the Company is investment holding. It also engages in the business of investment and provision of management services to its subsidiaries. The principal activities of the subsidiaries are described in Note 45. There have been no significant changes in the nature of these activities during the financial year.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 19 October 2011.

2. Summary of significant accounting policies

2.1 Basis of preparation

The financial statements of the Group and of the Company have been prepared in accordance with Financial Reporting Standards (“FRSs”) and the Companies Act, 1965 in Malaysia. At the beginning of the current financial year, the Group and the Company adopted new and revised FRS which are mandatory for financial periods beginning on or after 1 January 2010 as described fully in Note 2.2.

The financial statements have been prepared on a historical cost basis, unless otherwise disclosed in the significant accounting policies below or other notes to the financial statements.

The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM’000) except when otherwise indicated.

2.2 Changes in accounting policies

On 1 July 2010, the Group and the Company adopted the following new and amended FRS and IC Interpretations mandatory for annual financial periods beginning on or after 1 January 2010.

FRS 1 First-time Adoption of Financial Reporting Standards

FRS 3 Business Combinations (Revised)

FRS 7 Financial Instruments: Disclosures

FRS 101 Presentation of Financial Statements (Revised)

FRS 123 Borrowing Costs

FRS 139 Financial Instruments: Recognition and Measurement

Amendments to FRSs:

FRS 1 First-time Adoption of Financial Reporting Standards

FRS2 Share-basedPayment–VestingConditionsandCancellations

FRS 2 Share-based Payment

FRS 5 Non-current Assets Held for Sale and Discontinued Operations

FRS 117 Leases

FRS 127 Consolidated and Separate Financial Statements: Cost of an Investment in a Subsidiary, Jointly Controlled Entity or Associate

FRS 127 Consolidated and Separate Financial Statements

FRS 138 Intangible Assets

FRS 132 Financial Instruments: Presentation

FRS 139 Financial Instruments: Recognition and Measurement

FRS 7 Financial Instruments: Disclosures


2. Summary of significant accounting policies (Cont’d)

2.2 Changes in accounting policies (Cont’d)

Improvements to FRS issued in 2009

Amendments to IC Reassessment of Embedded Derivatives Interpretation 9

IC Interpretation 9 Reassessment of Embedded Derivatives

IC Interpretation 10 Interim Financial Reporting and Impairment

IC Interpretation 11 FRS 2 - Group and Treasury Share Transactions

IC Interpretation 12 Service Concession Arrangements

IC Interpretation 13 Customer Loyalty Programmes

ICInterpretation14 FRS119–TheLimitonaDefinedBenefitAsset,MinimumFundingRequirementsandTheir Interaction

IC Interpretation 16 Hedges of a Net Investment in a Foreign Operation

IC Interpretation 17 Distributions of Non-cash Assets to Owners

FRS 4: Insurance Contracts and TR i - 3: Presentation of Financial Statements of Islamic Financial Institutions will also be effective for annual periods beginning on or after 1 January 2010. These FRS are, however, not applicable to the Group or the Company.

Adoption of the above standards and interpretations did not have any effect on the financial performance or position of the Group and the Company except for those discussed below:

(a) FRS 7: Financial Instruments: Disclosure

Prior to 1 July 2010, information about financial instruments was disclosed in accordance with the requirements of FRS 132: Financial Instruments: Disclosure and Presentation. FRS 7 introduces new disclosures to improve the information about financial instruments. It requires the disclosure of qualitative and quantitative information about exposure to risks arising from financial instruments, including specified minimum disclosures about credit risk, liquidity risk and market risk, including sensitivity analysis to market risk.

The Group and the Company have applied FRS 7 prospectively in accordance with the transitional provisions. Hence, the new disclosures have not been applied to the comparatives. The new disclosures are included throughout the Group’s and the Company’s financial statements for the financial year ended 30 June 2011.

(b) FRS 101: Presentation of Financial Statements (Revised)

The revised FRS 101 introduces changes in the presentation and disclosures of financial statements. The revised standard separates owner and non-owner changes in equity. The statement of changes in equity includes only details of transactions with owners, with all non-owner changes in equity presented as a single line. The standard also introduces the statement of comprehensive income, with all items of income and expense recognised in profit or loss, together with all other items of recognised income and expense recognised directly in equity, either in one single statement, or in two linked statements. The Group and the Company have elected to present this statement as two linked statements.

In addition, a statement of financial position is required at the beginning of the earliest comparative period following a change in accounting policy, the correction of an error or the classification of items in the financial statements.

The revised FRS 101 also requires the Group to make new disclosures to enable users of the financial statements to evaluate the Group’s objectives, policies and processes for managing capital (see Note 49).

The revised FRS 101 was adopted retrospectively by the Group and the Company.

NOTES TO FINANCIAL STATEMENTS (CONT’D)

30 June 2011




(c) Amendments to FRS 117: Leases

Prior to 1 July 2010, for all leases of land and buildings, if title is not expected to pass to the lessee by the end of the lease term, the lessee normally does not receive substantially all of the risks and rewards incidental to ownership. Hence, all leasehold land held for own use was classified by the Group as operating lease.

The amendments to FRS 117: Leases clarify that leases of land and buildings are classified as operating or finance leases in the same way as leases of other assets. They also clarify that the present value of the residual value of the property in a lease with a term of several decades would be negligible and accounting for the land element as a finance lease in such circumstances would be consistent with the economic position of the lessee. Hence, the adoption of the amendments to FRS 117 has resulted in all unexpired land leases to be reclassified as finance leases. The Group has applied this change in accounting policy retrospectively and certain comparatives have been restated.

As a result of the above and in accordance with the revised FRS 101, the following comparatives have been restated:

As previously As stated Adjustments restated RM’000 RM’000 RM’000

Consolidated statement of financial position

30 June 2010Property, plant and equipment 344,649 115,990 460,639Prepaid land lease payments 115,990 (115,990) -

1 July 2009Property, plant and equipment 343,505 124,278 467,783Prepaid land lease payments 124,278 (124,278) -

Company statement of financial position

30 June 2010Property, plant and equipment 47 8,217 8,264Prepaid land lease payments 8,217 (8,217) -

1 July 2009Property, plant and equipment 66 15,129 15,195Prepaid land lease payments 15,129 (15,129) -


30 June 2011




(d) FRS 139: Financial Instruments: Recognition and Measurement

FRS 139 establishes principles for recognising and measuring financial assets, financial liabilities and some contracts to buy and sell non-financial items. The Group and the Company have adopted FRS 139 prospectively on 1 July 2010 in accordance with the transitional provisions. The effects arising from the adoption of this standard has been accounted for by adjusting the opening balance of retained earnings as at 1 July 2010. Comparatives are not restated. The details of the changes in accounting policies and the effects arising from the adoption of FRS 139 are discussed below:

(i) Impairment of receivables

Prior to 1 July 2010, allowance for doubtful debts was recognised when it was considered uncollectible. Upon the adoption of FRS 139, an impairment loss is recognised when there is objective evidence that an impairment loss has been incurred. The amount of the loss is measured as the difference between the receivable’s carrying amount and the present value of the estimated future cash inflow that discounted at the receivable’s original effective interest rate. As at 1 July 2010, the Group has remeasured the allowance for impairment losses as at that date in accordance with FRS 139 and the difference is recognised as adjustments to the opening balance of retained earnings as at that date.

(ii) Inter-company loans

During the current and prior years, the Company granted interest-free loans and advances to its subsidiaries. Prior to 1 July 2010, these loans and advances were recorded at cost in the Company’s financial statements. Upon the adoption of FRS 139, the interest-free loans or advances are recorded initially at a fair value that is lower than cost.

The difference between the fair value and cost of the loan or advance is recognised as an additional investment in the subsidiary. Subsequent to initial recognition, the loans and advances are measured at amortised cost. As at 1 July 2010, the Company has remeasured such loans and advances at their amortised cost of RM9,130,000 and the adjustments to their previous carrying amounts are recognised as adjustments to the opening balance of investment in the subsidiary as at that date.

The following are effects arising from the above changes in accounting policies:

As at As at 30 June 1 July 2011 2010 RM’000 RM’000

Increase/(decrease)

Statements of financial position

GroupReceivables 1,110 (2,762)Payables 118 (244)Accumulated losses (992) 2,518

CompanyInvestment in subsidiaries - 2,838Receivables 1,326 (2,762)Due from subsidiaries 639 (2,838)Accumulated losses (1,965) 2,762


30 June 2011




(d) FRS 139: Financial Instruments: Recognition and Measurement (Cont’d)

Group Company 2011 2011 RM’000 RM’000 Increase/(decrease)

Income statementsFinance income 1,326 1,965Finance expenses 118 -Profit for the year 1,208 1,965

Group 2011 Increase

Sen per shareEarnings per share:Basic 0.2Diluted 0.2

2.3 Standards issued but not yet effective

The Group and the Company have not adopted the following standards and interpretations that have been issued but not yet effective:

Effective for financial periods beginning on or after 1 January 2011

Amendments to FRS 1: Limited Exemption from Comparative FRS 7 Disclosures for First-time Adopters

Amendments to FRS 2: Group Cash-settled Share-based Payment Transactions

Amendments to FRS 7: Improving Disclosures about Financial Instruments

IC Interpretation 4: Determining whether an Arrangement contains a Lease

IC Interpretation 18: Transfers of Assets from Customers

Improvements to FRSs (2010) issued in November 2010

Effective for financial periods beginning on or after 1 July 2011

Amendments to IC Interpretation 14: Prepayments of a Minimum Funding Requirement

IC Interpretation 19: Extinguishing Financial Liabilities with Equity Instruments

Effective for financial periods beginning on or after 1 January 2012

FRS 124: Related Party Disclosures

IC Interpretation 15: Agreements for the Construction of Real Estate

The Group and the Company plan to adopt the above pronouncements when they become effective in the respective financial period. Unless otherwise described below, these pronouncements are expected to have no significant impact to the financial statements of the Group and the Company upon their initial application.


30 June 2011



2.3 Standards issued but not yet effective (Cont’d)

IC Interpretation 15: Agreements for the Construction of Real Estate

IC Interpretation 15 was issued on 8 January 2010 and becomes effective for financial years beginning on or after 1 January 2012. Hence, this interpretation will be effective for the Group and the Company for the financial year ending 30 June 2013. The Interpretation is to be applied retrospectively. It clarifies when and how revenue and related expenses from the sale of real estate unit should be recognised if an agreement between a developer and a buyer is reached before the construction of the real estate is completed. Furthermore, the Interpretation provides guidance on how to determine whether an agreement is within the scope of FRS 111: Construction Contracts or FRS 118: Revenue.

FRS 111 applies when the agreement meets the definition of a construction contract, that is, a contract specifically negotiated for the construction of an asset or a combination of assets. In contrast, an agreement for the construction of real estate in which buyers have only limited ability to influence the design of the real estate is an agreement for the sale of goods within the scope of FRS 118.

In addition, the terms of the Sales and Purchase Agreement (“SPA”) in Malaysia are dictated by the Housing and Development Act. Under the SPA, the risk and rewards of ownership of the asset is passed to the buyer at deiivery, and not continuously as construction progresses. The Group currently recognises revenue arising from property development projects using the stage of completion method. In applying IC 15, the Group is required to recognise revenue from property development activities on a completion basis. The Group is in the process in making an assessment of the impact of this interpretation.

2.4 Basis of consolidation

The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the reporting date. The financial statements of the subsidiaries are prepared for the same reporting date as the Company. Consistent accounting policies are applied to like transactions and events in similar circumstances.

All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-group transactions are eliminated in full.

Acquisitions of subsidiaries are accounted for by applying the acquisition method. Identifiable assets acquired and liabilities assumed in a business combination are measured initially at their fair values at the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the costs are incurred and the services are received.

In business combinations achieved in stages, previously held equity interests in the acquiree are re-measured to fair value at the acquisition date and any corresponding gain or loss is recognised in profit or loss.

The Group elects for each individual business combination, whether non-controlling interest in the acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interest’s proportionate share of the acquiree net identifiable assets.

Any excess of the sum of the fair value of the consideration transferred in the business combination, the amount of non-controlling interest in the acquiree (if any), and the fair value of the Group’s previously held equity interest in the acquiree (if any), over the net fair value of the acquiree’s identifiable assets and liabilities is recorded as goodwill in the statement of financial position. In instances where the latter amount exceeds the former, the excess is recognised as a gain on bargain purchase in profit or loss on the acquisition date.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases.


30 June 2011



2.5 Subsidiaries

A subsidiary is an entity over which the Group has the power to govern the financial and operating policies so as to obtain benefits from its activities.

In the Company’s separate financial statements, investment in subsidiaries are accounted for at cost less impairment losses.

2.6 Associates

An associate is an entity, not being a subsidiary or a joint venture, in which the Group has significant influence. An associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate.

The Group’s investment in associates are accounted for using the equity method. Under the equity method, the investment in associates is measured in the statement of financial position at cost plus post-acquisition changes in the Group’s share of net assets of the associates. Goodwill relating to associates is included in the carrying amount of the investment. Any excess of the Group’s and share of the net fair value of the associate’s identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group’s share of the associate’s profit or loss for the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate.

After application of the equity method, the Group determines whether it is necessary to recognise an additional impairment loss on the Group’s investment in its associates. The Group determines at each reporting date whether there is any objective evidence that the investment in the associate is impaired. If this is the case, the Group calculates the amount of impairment as the difference between the recoverable amount of the associate and its carrying value and recognises the amount in profit or loss.

The financial statements of the associates are prepared as of the same reporting date as the Company. Where necessary, adjustments are made to bring the accounting policies in line with those of the Group.

In the Company’s separate financial statements, investment in associates are stated at cost less impairment losses. On disposal of such investment, the difference between net disposal proceeds and their carrying amounts is included in profit or loss.

2.7 Jointly controlled assets

A joint venture is a contractual arrangement whereby two or more parties undertake an economic activity that is subject to joint control. Joint control is the contractually agreed sharing of control such that significant strategic operating and financial decisions require the consent of parties sharing the control. The Group is involved in a jointly controlled asset (“JCA”).

A JCA is a joint venture in which the venturers have joint control over the assets contributed to or acquired for the purposes of the joint venture. JCA does not involve the establishment of a corporation, partnership or other entity. This includes situations where the participants derive benefit from the joint activity through share of the results of the operations. The Group’s proportionate interests in the assets, liabilities, revenues, expenses and cash flows of JCA are incorporated into the Group’s financial statements under the appropriate headings.


30 June 2011



2.8 Transactions with non-controlling interest

Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to owners of the Company, and is presented separately in the consolidated statement of comprehensive income and within equity in the consolidated statement of financial position, separately from equity attributable to owners of the Company.

Changes in the Company owners’ ownership interest in a subsidiary that do not result in a loss of control are accounted for as equity transactions. In such circumstances, the carrying amounts of the controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted and the fair value of the consideration paid or received is recognised directly in equity and attributed to owners of the parent.

2.9 Construction contracts

Where the outcome of a construction contract can be estimated reliably, contract revenue and contract costs are recognised as revenue and expenses respectively by using the stage of completion method. The stage of completion is measured by reference to the proportion of contract costs incurred for work performed to date to the estimated total contract costs.

Where the outcome of a construction contract cannot be reliably estimated, contract revenue is recognised to the extent of contract costs incurred that it is probable will be recoverable. Contract costs are recognised as expenses in the period in which they are incurred.

When it is probable that total contract costs will exceed total contract revenue, the expected loss is recognised as an expense immediately.

When the total of costs incurred on construction contracts plus, recognised profits (less recognised losses), exceeds progress billings, the balance is classified as amount due from customers on contracts. When progress billings exceed costs incurred plus recognised profits (less recognised losses), the balance is classified as amount due to customers on contracts.

2.10 Property, plant and equipment

All items of property, plant and equipment are initially recorded at cost. The cost of an item of property, plant and equipment is recognised as an asset if, and only if, it is probable that future economic benefits associated with the item will flow to the Group and to the Company and the cost of the item can be measured reliably.

Subsequent to recognition, property, plant and equipment except for freehold land are measured at cost less accumulated depreciation and accumulated impairment losses. When significant parts of property, plant and equipment are required to be replaced in intervals, the Group and the Company recognises such parts as individual assets with specific useful lives and depreciation, respectively. Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the plant and equipment as a replacement if the recognition criteria are satisfied.

The Group’s freehold land and certain buildings have not been revalued since previous revaluations. The directors have not adopted a policy of regular revaluations of such assets. As permitted under the transitional provisions of International Accounting Standards No. 16 (Revised): Property, Plant and Equipment, these assets are stated at their previous revaluations less accumulated depreciation. Upon the disposal or retirement of any asset, any revaluation reserve relating to the particular asset is transferred directly to retained earnings.

Other assets consists of office equipment, furniture, fixtures, fittings, motor vehicles, computer equipments, renovation and road reserve.

The lease periods for long term leasehold land range from 50 - 99 years. Leasehold land is amortised on a straight line basis over the periods of the respective leases.


30 June 2011



2.10 Property, plant and equipment (Cont’d)

Freehold land has unlimited useful life and therefore is not depreciated. Depreciation of other items is provided for on a straight line basis to write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Buildings 2% - 20%Plant, machinery and equipment 6.67% - 33%Other assets 5% - 20%

Building under construction are not depreciated as these assets are not yet available for use.

The residual values, useful life and depreciation method are reviewed at each financial year-end, and adjusted prospectively, if appropriate.

An item of property, plant and equipment is derecognised upon the disposal or when no future economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the asset is included in the profit or loss in the year the asset is derecognised.

2.11 Biological assets

(i) Recognition and measurement

New planting which include land clearing, planting, field upkeep and maintenance of oil palm plantings to maturity are capitalised as biological assets. Oil palm plantings are considered mature 48 months after the date of planting. Expenditures incurred after maturity of crops are charged to profit or loss. Estate overhead expenditure (including the borrowing costs) is apportioned to income and biological assets on the basis of the proportion of mature and immature areas. Net income from scout harvesting prior to maturity is offset against biological assets.

The Group revalues its biological assets every five years and at shorter intervals whenever the fair value of the revalued assets is expected to differ materially from their carrying value.

Surplus arising from revaluation are dealt with in the revaluation reserve account. Any deficit arising is offset against the revaluation reserve to the extent of a previous increase for the same biological assets. In all other cases, a decrease in carrying amounts is charged to profit or loss.

(ii) Amortisation

No amortisation is considered necessary for biological assets as the estate is maintained through replanting programmes. The replanting expenditure is written off to profit or loss during the year when it is incurred.

2.12 Investment properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such properties are measured initially at cost, including transaction costs. Subsequent to initial recognition, investment properties are stated at cost less accumulated depreciation and any accumulated impairment losses.

Depreciation of the investment properties is provided for at 2% per annum on a straight line basis to write off the cost of each asset to its residual value over the estimated useful life.

Investment properties are derecognised when they have been disposed of or when they are permanently withdrawn from use and no future economic benefit is expected. Any gains or losses on the retirement or disposal of investment properties are recognised in profit or loss in the year in which they arise.


30 June 2011



2.13 Land held for property development and property development costs

(i) Land held for property development

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

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

(ii) Property development costs

Property development costs comprise all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities.

When the financial outcome of development activities can be reliably estimated, property development revenue and expenses are recognised in profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs.

Where the financial outcome of a development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on properties sold are recognised as an expense in the period in which they are incurred.

Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised as an expense immediately.

Property development costs not recognised as an expense are recognised as an assets, which is measured at the lower of cost and net realisable value.

The excess of revenue recognised in profit or loss over billings to purchasers is classified as accrued billings within trade receivables and the excess of billings to purchasers over revenue recognised in profit or loss is classified as progress billings within trade payables.

2.14 Impairment of non-financial assets

The Group assesses at each reporting date whether there is an indication that an asset may be impaired. If any such indication exists, or when an annual impairment assessment for an asset is required, the Group makes an estimate of the asset’s recoverable amount.

An asset’s recoverable amount is the higher of an asset’s fair value less costs to sell and its value in use. For the purpose of assessing impairment, assets are grouped at the lowest levels for which there are separately identifiable cash flows (cash-generating units (“CGU”)).

In assessing value in use, the estimated future cash flows expected to be generated by the asset are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Where the carrying amount of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount. Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the unit or groups of units on a pro-rata basis.


30 June 2011



2.14 Impairment of non-financial assets (Cont’d)

Impairment losses are recognised in profit or loss except for assets that are previously revalued where the revaluation was taken to other comprehensive income. In this case the impairment is also recognised in other comprehensive income up to the amount of any previous revaluation.

An assessment is made at each reporting date as to whether there is any indication that previously recognised impairment losses may no longer exist or may have decreased. A previously recognised impairment loss is reversed only if there has been a change in the estimates used to determine the asset’s recoverable amount since the last impairment loss was recognised. If that is the case, the carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed the carrying amount that would have been determined, net of depreciation, had no impairment loss been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on goodwill is not reversed in a subsequent period.

2.15 Inventories

Inventories represent completed houses, consumables and raw materials, which are stated at the lower of cost and net realisable value.

Cost of completed houses is determined on specific identification basis and includes costs of land, construction and appropriate proportions of common cost. Cost of consumables and raw materials is determined on weighted average basis.

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.

2.16 Leases

(i) As lessee

Finance lease, which transfer to the Group substantially all the risks and rewards incidental to ownership of the leased item, are capitalised at the inception of the lease at the fair value of the leased asset or, if lower, at the present value of the minimum lease payments. Any initial direct costs are also added to the amount capitalised. Lease payments are apportioned between the finance charges and reduction of the lease liability so as to achieve a constant rate of interest on the remaining balance of the liability. Finance charges are charged to profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are incurred.

Lease assets are depreciated over the estimated useful life of the asset. However, if there is no reasonable certainty that the Group will obtain ownership by the end of the lease term, the asset is depreciated over the shorter of the estimated useful life and the lease term.

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

(ii) As lessor

Leases where the Group retains substantially all the risks and rewards of ownership of the asset are classified as operating leases. Initial direct costs incurred in negotiating an operating lease are added to the carrying amount of the leased asset and recognised over the lease term on the same bases as rental income.


30 June 2011



2.17 Borrowing costs

Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable to the acquisition, construction or production of that asset. Capitalisation of borrowing costs commences when the activities to prepare the asset for its intended use or sale are in progress and the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets are substantially completed for their intended use or sale.

All other borrowing costs are recognised in profit or loss in the period in which they are incurred. Borrowing costs consist of interest and other costs that the Group and the Company incurred in connection with the borrowing of funds.

2.18 Financial assets

Financial assets are recognised in the statements of financial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument.

When financial assets are recognised initially, they are measured at fair value, plus, in the case of financial assets not at fair value through profit or loss, directly attributable transaction costs.

The Group and the Company determine the classification of their financial assets at initial recognition and the category include loans and receivables.

Loans and receivables

Financial assets with fixed or determinable payments that are not quoted in an active market are classified as loans and receivables.

Subsequent to initial recognition, loans and receivables are measured at amortised cost using the effective interest method. Gains and losses are recognised in profit or loss when the loans and receivables are derecognised or impaired, and through the amortisation process.

Loans and receivables are classified as current assets, except for those having maturity dates later than 12 months after the reporting date which are classified as non-current.

A financial asset is derecognised when the contractual right to receive cash flows from the asset has expired. On derecognition of a financial asset in its entirety, the difference between the carrying amount and the sum of the consideration received and any cumulative gain or loss that had been recognised in other comprehensive income is recognised in profit or loss.

Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets within the period generally established by regulation or convention in the marketplace concerned. All regular way purchases or sales of financial assets are recognised or derecognised on the trade date i.e., the date that the Group and the Company commit to purchase or sell the asset.


30 June 2011



2.19 Impairment of financial assets

The Group and the Company assess at each reporting date whether there is any objective evidence that a financial asset is impaired.

(i) Trade and other receivables, and other financial assets carried at amortised cost

To determine whether there is objective evidence that an impairment loss on financial assets has been incurred, the Group and the Company consider factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments. For certain categories of financial assets, such as trade receivables, assets that are assessed not to be impaired individually are subsequently assessed for impairment on a collective basis based on similar risk characteristics. Objective evidence of impairment for a portfolio of receivables could include the Group’s and the Company’s past experience of collecting payments, an increase in the number of delayed payments in the portfolio past the average cerdit period and observable changes in national or local economic conditions that correlate with default on receivables.

If any such evidence exists, the amount of impairment loss is measured as the difference between the asset’s carrying amount and the estimated recoverable amount. The impairment loss is recognised in profit or loss.

The carrying amount of the financial asset is reduced by the impairment loss directly for all financial assets with the exception of trade receiveables, where the carrying amount is reduced though the use of an allowance account. When a trade receivable becomes uncollectible, it is written off against the allowance account.

If in a subsequent period, the amount of the impairment loss decreases and the decrease can be related objectively to an event occuring after the impairment was recognised, the previously recognised impairment loss is reversed to the extent that the carrying amount of the asset does not exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.

2.20 Cash and cash equivalents

For the purposes of the statements of cash flows, cash and cash equivalents include cash on hand and at bank, deposits at call and short term highly liquid investments which have an insignificant risk of changes in value, net of outstanding bank overdrafts.

2.21 Financial liabilities

Financial liabilities are classified according to the substance of the contractual arrangements entered into and the definitions of a financial liability.

Financial liabilities, within the scope of FRS 139, are recognised in the statements of finanicial position when, and only when, the Group and the Company become a party to the contractual provisions of the financial instrument. Financial liabilities of the Group and the Company are classified as other financial liabilities.

Other financial liabilities

The Group’s and the Company’s other financial liabilities include trade payables, other payables and loans and borrowings.

Trade and other payables are recognised initially at fair value plus directly attributable transaction costs and subsequently measured at amortised cost using the effective interest method.


30 June 2011



2.21 Financial liabilities (Cont’d)

Other financial liabilities (Cont’d)

Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and subsequently measured at amortised cost using the effective interest method. Borrowings are classified as current liabilities unless the Group has an unconditional right to defer settlement of the liability for at least 12 months afther the reporting date.

For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are derecognised, and through the amortisation process.

A financial liability is derecognised when the obligation under the liability is extinguished. When an existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification is treated as a derecognition of the original liability and the recognition of a new liability, and the difference in the respective carrying amounts is recognised in profit or loss.

2.22 Irredeemable Convertible Unsecured Loan Stocks (“ICULS”), Irredeemable

Convertible Bonds (“ICB”) and Irredeemable Exchangeable Bonds (“IEB”)

The ICULS, ICB and IEB are regarded as compound instruments, consisting of a liability component and an equity component. At the date of issue, the fair value of the liability component is estimated using the prevailing market interest rate for a similar instrument. The difference between the proceeds of issue of the ICULS, ICB and IEB and the fair value assigned to the liability component, representing the conversion option is included in equity. The liability component is subsequently stated at amortised cost using the effective interest rate method until extinguished on conversion or cancellation, whilst the value of the equity component is not adjusted in subsequent periods. Attributable transaction costs are apportioned and deducted directly from the liability and equity component based on their carrying amounts at the date of issue.

Under the effective interest rate method, the interest expense on the liability component is calculated by applying the prevailing market interest rate for a similar non-convertible instrument at the date of issue. The difference between this amount and the interest paid is added to the carrying amount of the ICULS, ICB and IEB.

2.23 Redeemable Unsecured Loan Stocks (“RULS”), Restructured Term Loan (“RTL”)

and Redeemable Secured Bonds (“MCBVI Bonds”)

The RULS, RTL and MCBVI Bonds are recorded at the amount of proceeds deemed received, net of transaction costs.

The RULS, RTL and MCBVI Bonds are classified as financial liabilities in the statements of financial position and the interest expense are recognised as finance costs in the income statement in the period using the effective interest rate method until extinguished on redemption or repayment.

Under the effective interest rate method, the interest expense on the carrying amount is calculated by applying the prevailing market interest rate for a similar instrument at the date of issue. The difference between this amount and the interest paid is added to the carrying amount of the RULS, RTL and MCBVI Bonds.


30 June 2011



2.24 Equity instruments

An equity instrument is any contract that evidences a residual interest in the assets of the Group and the Company after deducting all of its liabilities.

Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the period in which they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity transaction costs comprise only those incremental external costs directly attributable to the equity transaction which would otherwise have been avoided.

2.25 Affiliates

The Group treats the subsidiaries of its former associate as affiliates. The former associate refers to Olympia Industries Berhad (“OIB”), a corporation in which certain directors of the Company are also directors of OIB and have interest in.

2.26 Segment reporting

For management purposes, the Group is organised into operating segments based on their products and services which are independently managed by the respective segment managers responsible for the performance of the respective segments under their charge. The segment managers report directly to the management of the Company who regularly review the segment results in order to allocate resources to the segments and to assess the segment performance. Additional disclosures on each of these segments are shown in Note 42, including the factors used to identify the reportable segments and the measurement basis of segment information.

2.27 Non-current assets held for sale

Non-current assets are classified as held for sale if their carrying amount will be recovered principally through a sale transaction rather than through continuing use. This condition is regarded as met only when the sale is highly probable and the asset is available for immediate sale in its present condition subject only to terms that are usual and customary.

Immediately before classification as held for sale, the measurement of the non-current assets is brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for sale, non-current assets (other than investment properties, deferred tax assets, employee benefits assets, financial assets and inventories) are measured in accordance with FRS 5 that is at the lower of carrying amount and fair value less costs to sell. Any differences are included in the profit or loss.

A component of the Group is classified as a discontinued operation when the criteria to be classified as held for sale have been met or it has been disposed and such a component represents a separate major line of business or geographical area of operations, is part of a single co-ordinated major line of business or geographical area of operations or is a subsidiary acquired exclusively with a view to resale.


30 June 2011



2.28 Income tax

(i) Current tax

Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the reporting date.

Current taxes are recognised in profit or loss except to the extent that the tax relates to items recognised outside profit or loss, either in other comprehensive income or directly in equity.

(ii) Deferred tax

Deferred tax is provided using the liability method on temporary differences at the reporting date between the tax bases of assets and liabilities and their carrying amounts for financial reporting purposes.

Deferred tax liabilities are recognised for all temporary differences, except:

- where the deferred tax liability arises from the initial recognition of goodwill or of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affectsneithertheaccountingprofitorlossnortaxableprofitorloss;and

- in respect of taxable temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, where the timing of the reversal of the temporary differences can be controlled and it is probable that the temporary differences will not reverse in the forseeable future.

Deferred tax assets are recognised for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax losses can be utilised except:

- where the deferred tax asset relating to the deductible temporary difference arises from the initial recognition of an asset or liability in a transaction that is not a business combination and, at the time of the transaction, affects neither the accounting profit or loss nor taxable profit or loss;and

- in respect of deductible temporary differences associated with investments in subsidiaries, associates and interests in joint ventures, deferred tax assets are recognised only to the extent that it is probable that the temporary differences will reverse in the foreseeable future and taxable profit will be available against which the temporary differences can be utilised.

The carrying amount of deferred tax assets is reviewed at each reporting date and reduced to the extent that it is no longer probable that sufficient taxable profit will be available to allow all or part of the deferred tax assets to be utilised. Unrecognised deferred tax assets are reassessed at each reporting date and are recognised to the extent that it has become probable that future taxable profit will allow the deferred tax assets to be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to the year when the asset is realised or the liability is settled, based on tax rates and tax laws that have been enacted or substantively enacted at the reporting date.

Deferred tax relating to items recognised outside profit or loss is recognised outside profit or loss. Deferred tax items are recognised in correlation to the underlying transaction either in other comprehensive income or directly in equity and deferred tax arising from a business combination is adjusted against goodwill on acquisition.

Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to set off current tax assets against current tax liabilities and the deferred taxes relate to the same taxable entity and the same taxation authority.


30 June 2011



2.29 Provisions

Provisions are recognised when the Group has a present obligation (legal or constructive) as a result of a past event, it is probable that an outflow of economic resources will be required to settle the obligation and the amount of the obligation can be estimated reliably.

Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it is no longer probable that an outflow of economic resources will be required to settle the obligation, the provision is reversed. If the effect of the time value of money is material, provisions are discounted using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the passage of time is recognised as a finance cost.

2.30 Employee benefits

(i) Short term benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the associated services are rendered by employees. Short term accumulating compensated absences such as paid annual leave are recognised when services are rendered by employees that increase their entitlement to future compensated absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences occur.

(ii) Defined contribution plans

The Group and the Company participates in the national pension schemes as defined by the laws of the countries in which it has operations. The Malaysian companies in the Group make contributions to the Employee Provident Fund in Malaysia, a defined contribution pension scheme. Contributions to defined contribution pension schemes are recognised as an expense in the period in which the related service is performed.

2.31 Foreign currencies

(i) Functional and presentation currency

The individual financial statements of each entity in the Group are measured using the currency of the primary economies environment in which the entity operates (“the functional currency”). The consolidated financial statements are presented in Ringgit Malaysia (RM), which is also the Group’s and Company’s functional currency.

(ii) Foreign currency transactions

Transactions in foreign currencies are measured in the respective functional currencies of the Company and its subsidiaries and are recorded on initial recognition in the functional currencies at exchange rates approximating those ruling at the transaction dates. Monetary assets and liabilities denominated in foreign currencies are translated at the rate of exchange ruling at the reporting date. Non-monetary items denominated in foreign currencies that are measured at historical cost are translated using the exchange rates as at the dates of the initial transactions. Non-monetary items denominated in foreign currencies measured at fair value are translated using the exchange rates at the date when the fair value was determined.


30 June 2011



2.31 Foreign currencies (Cont’d)

(ii) Foreign currency transactions (Cont’d)

Exchange differences arising on the settlement of monetary items or on translating monetary items at the reporting date are recognised in statement of comprehensive income except for exchange differences arising on monetary items that form part of the Group’s net investment in foreign operations, which are recognised initially in other comprehensive income and accumulated under foreign currency translation reserve in equity. The foreign currency translation reserve is reclassified from equity to consolidated statement of comprehensive income on disposal of the foreign operation.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profit or loss for the period except for the differences arising on the translation of non-monetary items in respect of which gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are also recognised directly in equity.

2.32 Financial guarantee contracts

A financial guarantee contract is a contract that requires the issuer to make specified payments to reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.

Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder for the associated loss, the liability is measured at the higher of the best estimate of the expenditure required to settle the present obligation at the reporting date and the amount initially recognised less cumulative amortisation.

As at reporting date, no values are placed on corporate guarantees provided by the Company to secure bank loans and other banking facilities granted to its subsidiaries where such loans and banking facilities are fully collateralised by fixed and floating charges over the property, plant and equipment and other assets of the subsidiaries and where the directors regard the value of the credit enhancement provided by the corporate guarantees as minimal.

2.33 Revenue recognition

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the Group and the revenue can be reliably measured. The following specific recognition criteria must also be met before revenue is recognised:

(i) Development properties

Revenue from sale of properties is accounted for by the stage of completion method as described in Note 2.13.

(ii) Completed properties/land held for property development

Sale of completed properties/land held for property development is recognised when a deposit is received and the relevant sale and purchase agreement is executed.

(iii) Sale of goods

Revenue is recognised net of sales taxes and upon transfer of significant risks and rewards of ownership to the buyer. Revenue is not recognised to the extent where there are significant uncertainties regarding recovery of the consideration due, associated costs or the possible return of goods.


30 June 2011



2.33 Revenue recognition (Cont’d)

(iv) Construction contracts

Revenue from construction contracts is accounted for by the stage of completion method as described in Note 2.9.

(v) Rental and interest income

Rental and interest income are recognised on accrual basis.

(vi) Dividend income

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

(vii) Management fees

Management fees are recognised when services are rendered.

2.34 Warrants

The free detachable warrants were issued pursuant to the Rights Issue of 114,268,207 ordinary shares of the Company. The issuance of ordinary shares upon exercise of the warrants are treated as new subscription of ordinary shares for the consideration equivalent to the exercise price of the warrants.

The fair value of the warrants are not recognised on the date of issue as the fair value of the Rights Issue of the ordinary shares is below par value.

2.35 Significant accounting estimates and judgments

(a) Critical judgments made in applying accounting policies

The following are the judgments made by management in the process of applying the Group’s accounting policies that have the most significant effect on the amounts recognised in the financial statements.

(i) Impairment of building under construction

As disclosed in Note 14, the development of the building under construction had been suspended since the previous financial years. The Directors of the Group and the Company of the view that there is no impairment on its current carrying amount as the estimated future income exceeds the total estimated cost of completion of the building.

(ii) Claim against Sabah Forest Industries Sdn Bhd

On 11 September 2009, the Federal Court of Malaysia ruled in favour of UNP Plywood Sdn Bhd (“UNP”), a subsidiary of the Company in relation to the writ of summons filed by UNP against Sabah Forest Industries Sdn Bhd. On 30 June 2010, UNP has submitted its claim to the court. The quantum of the claim will be assessed by the court and the final claim amount will be recognised as income in the financial period when it is received. As at the reporting date, the court has yet to set the date for the assessment of the claim. The Directors are of the view that the final claim amount will be recognised as income in the financial period when it is received.


30 June 2011



2.35 Significant accounting estimates and judgments (Cont’d)

(b) Key sources of estimation uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the statement of financial position date, that have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial year are discussed below:

(i) Depreciation of property, plant and equipment

The cost of property, plant and equipment, is depreciated on a straight-line basis over the assets’ useful lives. Management estimates the useful lives of these plant, machinery and equipment to be within 3 to 50 years. These are common life expectancies applied in the industry.

Changes in the expected level of usage and technological development could impact the economic useful lives and the residual values of these assets, therefore future depreciation charges could be revised.

(ii) Property development

The Group recognises property development revenue and expenses in the profit or loss by using the stage of completion method. The stage of completion is determined by the proportion that the property development costs incurred for work performed to date to the estimated total property development costs.

Significant judgment is required 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 the judgment, the Group evaluates based on past experience and by relying on the work of specialists.

Any difference in the estimated total property development revenue and costs would result to a change in the recognition of Group’s revenue and costs of sales.

(iii) Deferred tax assets

Deferred tax assets are recognised for all unused tax losses and unabsorbed capital allowances to the extent that it is probable that taxable profit will be available against which the losses and capital allowances can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. The total carrying value of unrecognised tax losses and capital allowances of the Group and of the Company is disclosed in Note 39.

(iv) Income taxes

Judgment is involved in determining the provision for income taxes. There are certain transactions and computations for which the ultimate tax determination is uncertain during the ordinary course of business.

The Group recognises liabilities for expected tax based on estimates of whether additional taxes will be due. Where the final tax outcome of these matters is different from the amounts that were initially recognised, such differences will impact the income tax and deferred tax provisions in the period in which such determination is made.


30 June 2011



2.35 Significant accounting estimates and judgments (Cont’d)

(b) Key sources of estimation uncertainty (Cont’d)

(v) Impairment of loans and receivables

The Group assesses at each reporting date whether there is any objective evidence that a financial asset is impaired. To determine whether there is objective evidence of impairment, the Group considers factors such as the probability of insolvency or significant financial difficulties of the debtor and default or significant delay in payments.

Where there is objective evidence of impairment, the amount and timing of future cash flows are estimated based on historical loss experience for assets with similar credit risk characteristics. The carrying amount of the Group’s loans and receivable at the reporting date is disclosed in Note 23.

(vi) Impairment of investment in subsidiaries and recoverability of amount owing by subsidiaries

Impairment review has been carried out on investment in subsidiaries by the Company during the year. Cost of investment in subsidiaries were impaired up to the net assets of the subsidiaries. During the financial year, the impairment of investment in subsidiaries charged to profit or loss of the Company amounted to RM14,718,000 (2010: RM7,679,000).

During the financial year, the allowances made on amounts owing by subsidiaries charged to profit or loss were RM1,795,000 (2010: RM1,225,000).

3. RevenueRevenue of the Group and of the Company consists of the following:


Sale of oil palm fruits 55,994 31,111 - -Sale of development properties 59,145 75,889 - -Sale of land held for property development - 12,000 - -Sale of manufactured goods - 572 - -Rental income 240 1,440 - 1,208Dividend income from subsidiaries - - 13,333 6,467Construction contracts 96 38 - -Property management fees 41 104 - -

115,516 121,154 13,333 7,675


30 June 2011


4. Other incomeOther income comprises the following:


Unrealised foreign exchange gain 161 6,367 - -Realised foreign exchange gain 4,385 - - -Gain on disposal of property, plant and equipment 489 628 - 20Gain on disposal of investment property 487 12,851 - 12,699Rental income from premises 17 46 - -Waiver of creditors 779 1,303 - -Write back of provision for impairment losses on land held for property development - 6,263 - -Write back of provision for liabilities 19 48 - -Gain on cancellation of financial instruments 12 2 1 2Write back of allowance for impairment: - amount due from subsidiaries - - 2,007 12,748 - others 15 137 - -Sundry income 103 162 8 -

6,467 27,807 2,016 25,469

5. Depreciation Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Depreciation on: - property, plant and equipment 5,752 6,528 220 345 - investment properties 3 180 - 160

5,755 6,708 220 505

6. Staff costs Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Wages and salaries 18,899 13,816 3,645 3,616Social security costs 68 68 23 25Short term accumulating compensated absences 41 (20) 21 (9)Pension costs - defined contribution plans 1,128 1,097 411 414Other staff related expenses 486 715 199 316

20,622 15,676 4,299 4,362

Included in the staff costs of the Group and of the Company are remuneration paid to executive directors of the Company amounting to RM2,229,000 (2010: RM2,072,000) and RM450,000 (2010: RM450,000) respectively as further disclosed in Note 7.


30 June 2011


7. Directors’ remuneration Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Directors of the Company

Executive: Salaries and other emoluments 2,229 2,072 450 450 Benefits-in-kind 463 475 427 439

2,692 2,547 877 889

Non-executive: Salaries and other emoluments 22 32 11 11 Fees (Note 10) 161 180 161 180 Benefits-in-kind - 35 - -

183 247 172 191

Other directors of subsidiaries

Executive: Salaries and other emoluments 269 589 - - Benefits-in-kind 7 15 - -

276 604 - -

Non-executive: Salaries and other emoluments - 2 - -

Total 3,151 3,400 1,049 1,080

Analysis of total directors’ remuneration excluding benefits-in-kind: - executive 2,498 2,661 450 450 - non-executive 183 214 172 191

Total directors’ remuneration excluding benefits-in-kind 2,681 2,875 622 641

The number of directors of the Company whose total remuneration during the financial year fell within the following bands is analysed below:

Number of directors 2011 2010

Executive directors: RM900,001 - RM950,000 - 1 RM1,050,001 - RM1,100,000 1 - RM1,600,001 - RM1,650,000 1 1

Non-executive directors: RM50,000 and below 6 5 RM50,001 - RM100,000 - 1


30 June 2011


8. Allowance for impairment on receivables Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Allowance for impairment: - amount due from subsidiaries - - 1,795 1,225 - others 8 741 - 189

8 741 1,795 1,414

9. Impairment losses Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Impairment losses on: - investment in subsidiaries - - 14,718 7,679 - land held for property development 8,823 - - -

8,823 - 14,718 7,679

10. Other expensesIncluded in other expenses are:


Auditors’ remuneration: Auditors of the Company - statutory audit - current year 172 156 82 74 - underprovision in prior year 16 29 8 28 - other services 5 5 - - Other auditors - statutory audit 29 29 - -Bad debts written off 410 195 410 189Directors’ fees: - non-executive directors of the Company 161 180 161 180Unrealised foreign exchange loss 9 33 - -Property, plant and equipment written off 18 62 - -Inventories written off 45 - - -Loss on disposal of property, plant and equipment 7 105 - -Loss on disposal of short term investments - 61 - 59Provision for liabilities 1 48 - -Rental expense: - land 21 25 - - - premises 874 432 685 212


30 June 2011


11. Finance costs, net Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Interest expense on: - ICULS 1,526 2,049 1,526 2,049 - ICB 153 199 153 199 - IEB 71 98 - - - RULS 1,740 3,131 1,740 3,131 - RTL 3,365 4,171 3,365 4,171 - MCBVI Bonds 3,304 5,547 - - - Term loans 3,435 1,300 435 - - Hire purchase and finance lease liabilities 144 140 - - - Due to subsidiaries - - 6,381 6,938 - Claims by third parties 602 602 - - - Others 193 21 - -

Total interest expense 14,533 17,258 13,600 16,488

Interest income from: - Due from subsidiaries - - (4,884) (4,743) - Accretion of notional interest on receivables (1,326) - (1,965) - - Late payment interest (459) - - - - Others (107) (105) (36) (17)

Total interest income (1,892) (105) (6,885) (4,760)

12,641 17,153 6,715 11,728

12. Income tax expense/(reversal), net Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Income tax: Malaysian income tax (1,513) 5,983 - - (Over)/under provision in prior years (1,439) 1,892 - -

(2,952) 7,875 - -

Deferred tax (Note 39): Relating to origination and reversal of temporary differences 6,702 1,096 161 (183) (Over)/under provision in prior years (9) 20 - -

6,693 1,116 161 (183)

Total income tax expense/(reversal), net 3,741 8,991 161 (183)

Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2010: 25%) of the estimated assessable profit for the year.


30 June 2011


12. Income tax expense/(reversal), net (Cont’d)The reconciliation between tax expense and the product of accounting profit multiplied by the applicable corporate tax rate for the years ended 30 June 2011 and 2010 are as follows:


Profit/(loss) before tax : 3,456 16,627 (17,238) (98)

Taxation at Malaysian statutory tax rate of 25% (2010: 25%) 864 4,157 (4,310) (25)Income not subject to tax (2,383) (766) - -Expenses not deductible for tax purposes 5,620 3,028 225 3,007Utilisation of previously unrecognised tax losses and unabsorbed capital allowances (34) (766) - (3,487)Deferred tax assets not recognised during the year 1,122 1,426 4,246 322(Over)/under provision in prior years:- Malaysian income tax (1,439) 1,892 - -- Deferred tax (9) 20 - -

Income tax expense/(reversal), net for the year 3,741 8,991 161 (183)

13. Earnings per share

(a) Basic

Basic earnings per share amounts are calculated by dividing profit or loss for the year attributable to owners of the parent by the weighted average number of ordinary shares in issue during the financial year.

Group 2011 2010 RM’000 RM’000

Profit net of tax attributable to owners of the parent 689 8,494

2011 2010 ‘000 ‘000

Weighted average number of ordinary shares in issue 592,867 591,363

2011 2010 Sen Sen

Basic earnings per ordinary share 0.1 1.4


30 June 2011


13. Earnings per share (Cont’d)

(b) Diluted

For the purpose of calculating diluted earnings per share, the profit or loss for the year attributable to owners of the parent and the weighted average number of ordinary shares in issue during the year have been adjusted for the dilutive effects of all potential ordinary shares, i.e. ICULS, ICB, IEB and Warrants.

Group 2011 2010 RM’000 RM’000

Profit net of tax attributable to owners of the parent 689 8,494After-tax effect of interest on ICULS and IEB (6) 1,505

Profit attributable to owners of the parent including assumed conversion 683 9,999

2011 2010 ‘000 ‘000

Weighted average number of ordinary shares in issue 592,867 591,363Effects of dilution*: ICULS - 269,998 IEB 3,660 5,636

Adjusted weighted average number of ordinary shares in issue and issuable 596,527 866,997

2011 2010 Sen Sen

Diluted earnings per ordinary share 0.1 1.2

* The effects of the dilution per share on the basis of the assumed conversion for Warrants and ICB have not been included as the effects are anti-dilutive.


30 June 2011


14. Property, plant and equipment Plant, Long term machinery Building Freehold leasehold and under Other land Buildings land equipment construction assets Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

At 30 June 2011

Cost

At 1 July 2010As previously stated 70,000 35,422 - 137,263 260,064 28,817 531,566Effects of adopting the amendments to FRS 117 - - 123,465 - - - 123,465

As restated 70,000 35,422 123,465 137,263 260,064 28,817 655,031Additions - 787 835 - 67 1,278 2,967Disposals - (420) (140) (1,136) - (1,378) (3,074)Write-offs - (118) - - - (252) (370)

At 30 June 2011 70,000 35,671 124,160 136,127 260,131 28,465 654,554

Accumulated depreciation and impairment losses

At 1 July 2010As previously stated - 27,565 - 136,114 - 23,238 186,917Effects of adopting the amendments to FRS 117 - - 7,475 - - - 7,475

As restated - 27,565 7,475 136,114 - 23,238 194,392Charge for the year - 2,536 1,774 1 - 1,441 5,752Disposals - (40) (8) (1,127) - (1,376) (2,551)Write-offs - (118) - - - (234) (352)

At 30 June 2011 - 29,943 9,241 134,988 - 23,069 197,241

Net carrying amount

At 30 June 2011 70,000 5,728 114,919 1,139 260,131 5,396 457,313


30 June 2011


14. Property, plant and equipment (Cont’d) Plant, Long term machinery Building Freehold leasehold and under Other land Buildings land equipment construction assets Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Group

At June 2010

Cost

At 1 July 2009As previously stated 70,000 36,137 - 141,730 255,891 27,465 531,223Effects of adopting the amendments to FRS 117 - - 132,414 - - - 132,414

As restated 70,000 36,137 132,414 141,730 255,891 27,465 663,637Additions - 24 426 12 4,173 2,079 6,714Disposals - - (9,075) (4,151) - (284) (13,510)Disposal of a subsidiary - (512) (300) (328) - (240) (1,380)Write-offs - (227) - - - (203) (430)

At 30 June 2010 (restated) 70,000 35,422 123,465 137,263 260,064 28,817 655,031

Accumulated depreciation and impairment losses

At 1 July 2009As previously stated - 24,878 - 140,580 - 22,260 187,718Effects of adopting the amendments to FRS 117 - - 8,136 - - - 8,136

As restated - 24,878 8,136 140,580 - 22,260 195,854Charge for the year - 3,111 1,868 6 - 1,543 6,528Disposals - - (2,479) (4,151) - (131) (6,761)Disposal of a subsidiary - (256) (50) (321) - (234) (861)Write-offs - (168) - - - (200) (368)

At 30 June 2010 (restated) - 27,565 7,475 136,114 - 23,238 194,392

Net carrying amount

1 July 2009 (restated) 70,000 11,259 124,278 1,150 255,891 5,205 467,783

30 June 2010 (restated) 70,000 7,857 115,990 1,149 260,064 5,579 460,639


30 June 2011


14. Property, plant and equipment (Cont’d) Long term leasehold Other land assets Total RM’000 RM’000 RM’000

Company

At 30 June 2011

Cost

At 1 July 2010As previously stated - 4,062 4,062Effects of adopting the amendments to FRS 117 8,852 - 8,852

As restated 8,852 4,062 12,914Additions - 2 2Write-offs - (140) (140)

At 30 June 2011 8,852 3,924 12,776

Accumulated depreciation

At 1 July 2010As previously stated - 4,015 4,015Effects of adopting the amendments to FRS 117 635 - 635

As restated 635 4,015 4,650Charge for the year 200 20 220Write-offs - (140) (140)

At 30 June 2011 835 3,895 4,730

Net carrying amount

At 30 June 2011 8,017 29 8,046


30 June 2011


14. Property, plant and equipment (Cont’d) Long term leasehold Other land assets Total RM’000 RM’000 RM’000

Company

At 30 June 2010

Cost


As restated 17,927 4,136 22,063Additions - 10 10Disposals (9,075) (84) (9,159)

At 30 June 2010 (restated) 8,852 4,062 12,914



As restated 2,798 4,070 6,868Charge for the year 316 29 345Disposals (2,479) (84) (2,563)

At 30 June 2010 (restated) 635 4,015 4,650

Net carrying amount

At 1 July 2009 (restated) 15,129 66 15,195

At 30 June 2010 (restated) 8,217 47 8,264

(a) Assets held under finance lease and hire purchase arrangements

During the year, the Group and the Company acquired property, plant and equipment by the following means:


Hire purchase and lease payables arrangements 760 1,515 - -Cash purchases 2,207 5,199 2 10

2,967 6,714 2 10


30 June 2011


14. Property, plant and equipment (Cont’d)

(a) Assets held under finance lease and hire purchase arrangements (Cont’d)

Net carrying amounts of property, plant and equipment of the Group held under hire purchase and finance lease arrangements are as follows:

2011 2010 RM’000 RM’000

Motor vehicles 2,167 2,217

(b) Assets pledged as security

Certain property, plant and equipment of the Group and the Company with total net carrying amounts of RM348,501,000 (2010: RM349,133,000) and RM8,017,000 (2010: RM8,217,000) respectively, have been pledged as securities for borrowings as disclosed in Note 26.

Titles of certain leasehold land of the Group with total net carrying amount of RM6,794,000 (2010: RM6,099,000) are either in the process of being transferred to the Group or have not been issued yet as conditions established in the title documents have not been met.

(c) Building under construction

The development of the building under construction had been suspended since the previous financial years when the disbursement of a financing facility was halted.

(d) Other assets

Other assets of the Group and Company consist of office equipment, furniture, fixtures, fittings, motor vehicles, computer equipment, renovation and road reserves.

15. Biological assets Group 2011 2010 RM’000 RM’000

At valuation

At 1 July 2010/2009 216,800 129,617Additions 1,613 1,163Revaluation surplus - 86,020

At 30 June 218,413 216,800

The biological assets were revalued in September 2010 by a registered valuer based on the present market value basis at an amount of RM216,800,000. Surplus arising from valuation was credited to revaluation reserve.

Had the revalued assets been carried under the cost model, the carrying amount would have been RM95,451,000 (2010: RM93,838,000).


30 June 2011


16. Land held for property development Development Freehold Leasehold expenditure land land Total RM’000 RM’000 RM’000 RM’000

Group

Cost

At 1 July 2010 11,493 45,026 35,798 92,317Addition 11 - - 11Transfer to non-current asset classified as held for sale (Note 25) (9,081) - (31,968) (41,049)

At 30 June 2011 2,423 45,026 3,830 51,279

Accumulated impairment losses

At 1 July 2010 - 1,079 1,040 2,119Impairment loss recognised in profit or loss - - 8,823 8,823Transfer to non-current asset classified as held for sale (Note 25) - - (9,049) (9,049)

At 30 June 2011 - 1,079 814 1,893

Carrying amount at 30 June 2011 2,423 43,947 3,016 49,386

Cost

At 1 July 2009 12,660 43,832 46,810 103,302Addition 27 - - 27Reclassification 1,829 1,194 (3,023) -Disposal (3,023) - (7,989) (11,012)

At 30 June 2010 11,493 45,026 35,798 92,317

Accumulated impairment losses

At 1 July 2009 - 7,342 1,040 8,382Impairment loss reversed in profit or loss - (6,263) - (6,263)

At 30 June 2010 - 1,079 1,040 2,119

Carrying amount at 30 June 2010 11,493 43,947 34,758 90,198

(a) Land pledged as security

Certain freehold and leasehold land of the Group with carrying amounts of RM33,782,000 (2010: RM33,771,000) are pledged as securities for borrowings as disclosed in Note 26.

(b) Title deeds

Certain title deeds of the leasehold land of the Group with carrying amounts of RM2,720,000 (2010: RM2,720,000) are not registered under a subsidiary’s name.


30 June 2011


17. Investment properties Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Cost

At 1 July 2010/2009 672 9,045 - 8,084Disposals (672) (8,373) - (8,084)

At 30 June - 672 - -


At 1 July 2010/2009 94 4,178 - 4,061Charge for the year 3 180 - 160Disposals (97) (4,264) - (4,221)

At 30 June - 94 - -

Carrying amount at 30 June - 578 - -

In the previous financial year, the fair value of the investment properties of the Group as at the reporting date amounted to RM1,027,000.

18. Investments Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Investments in subsidiaries Unquoted shares, at cost - - 784,256 771,208 Less: Accumulated impairment losses - - (351,045) (336,645)

- - 433,211 434,563Discount on loans to subsidiaries - - 2,838 -

- - 436,049 434,563

During the financial year, the Company carried out a review of the recoverable amount of its investment in subsidiaries as certain subsidiaries have been making losses. Consequently, an impairment loss of RM14,718,000 (2010: RM7,679,000) was recognised.

Investment in a subsidiary amounting to RM23,286,000 (2010: RM23,286,000), which has been fully written down, has been pledged as collateral for borrowings as disclosed in Note 26.


30 June 2011


19. Long term receivable Group and Company 2011 2010 RM’000 RM’000

At 1 July 2010/2009 24,270 26,960EffectofadoptionofFRS139[Note2.2(d)] (2,762) -

21,508 26,960

Repayment (3,443) (2,690)Accretion of notional interest 1,326 -

At 30 June 19,391 24,270

Analysed as: Due within 12 months (Note 23) 10,158 8,385 Due after 12 months 9,233 15,885

19,391 24,270

The outstanding amount represents the present value of amount due from Sentul Murni Sdn Bhd which are to be settled in six yearly installments commencing from April 2008.

20. Property development costs Group 2011 2010 RM’000 RM’000

At 1 July 2010/2009: Freehold land 271,248 273,588 Leasehold land 5,614 5,614 Development costs 112,039 92,874

388,901 372,076

Cost incurred during the year: Development costs 14,900 33,254

Projects completed during the year: Freehold land (41,937) (4,229) Development costs (63,056) (11,718)

(104,993) (15,947)

Cost recognised in profit or loss: At 1 July 2010/2009 (69,013) (31,592) Recognised during the year (37,062) (53,368) Reversal of projects completed during the year 104,993 15,947

At 30 June (1,082) (69,013)

Transfer to inventories (6,898) (482)

At 30 June 290,828 319,888

Cost of development properties of the Group recognised as an expense during the financial year amounted to RM37,062,000 (2010: RM53,368,000).


30 June 2011


20. Property development costs (Cont’d)Certain freehold and leasehold land (including development expenditure) amounting to RM9,180,000 (2010: RM252,939,000) have been pledged as securities for borrowings granted to the Group and Company as disclosed in Note 26.

Certain title deeds in respect of the leasehold land are not registered under a subsidiary’s name. The carrying value in respect of such development properties amounts to RM9,180,000 (2010: RM9,180,000).

21. Inventories Group 2011 2010 RM’000 RM’000

At cost: Completed houses 8,974 4,229 Consumables 1,854 1,441 Raw materials - 234

10,828 5,904

The costs of inventories recognised in profit or loss amounted to RM2,452,000 (2010: RM950,000).

22. Due from/(to) subsidiaries Company 2011 2010 RM’000 RM’000

Due from subsidiaries 456,835 806,757Less: Allowance for impairment (74,027) (358,295)

382,808 448,462

Due to subsidiaries (237,000) (289,010)

The above balances are non-trade advances given to/(received from) subsidiaries which are unsecured, interest-free and repayable on demand except for the following:

(a) an amount due to a subsidiary of RM505,000 (2010: RM60,381,000) which bears interest of 8% (2010: 8%) per annum, unsecured and repayable on demand.

(b) amounts due from subsidiaries of RM49,795,000 (2010: RM47,901,000) which bear interest of 10% (2010: 10%) per annum, unsecured and repayable on demand.


30 June 2011


23. Receivables Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Trade receivablesThird parties 45,307 74,066 916 916Stakeholder sum 3,731 - - -Accrued billings - 11,013 - -

49,038 85,079 916 916Less: Allowance for impairment (11,972) (11,972) (916) (916)

37,066 73,107 - -

Other receivablesOtherreceivables[Note(b)] 28,796 26,538 12,577 10,448Duefromajointventurer[Note(c)] 4,370 4,142 - -

33,166 30,680 12,577 10,448Less: Allowance for impairment (14,289) (14,438) (1,436) (1,579)

18,877 16,242 11,141 8,869

Total receivables 55,943 89,349 11,141 8,869Less: Prepayments (92) (135) (57) (65)

Loan and receivables 55,851 89,214 11,084 8,804

Note (a):

Trade receivables are non-interest bearing and are generally on 14 to 90 days (2010: 14 to 90 days) terms. They are recognised at their original invoice amounts which represent their fair values on initial recognition.

Ageing analysis of the Group’s and Company’s trade receivables is as follows:

Group Company 2011 2011 RM’000 RM’000

Neither past due nor impaired 6,353 -1 to 30 days past due not impaired 1,153 -31 to 60 days past due not impaired 18,173 -61 to 90 days past due not impaired 1,615 -More than 121 days past due not impaired 9,772 -

37,066 -Impaired 11,972 916

49,038 916


30 June 2011


23. Receivables (Cont’d)

Receivables that are neither past due nor impaired

Trade receivables that are neither past due nor impaired are creditworthy debtors with good payment records with the Group.

Receivables that are past due but not impaired

The Group has trade receivables amounting to RM30,713,000 that are past due at the reporting date but not impaired. Based on credit history, there are no indications as at reporting date that these customers will not be able to meet their obligations.

Receivables that are impaired

The Group’s trade receivables that are impaired have been individually determined.

These trade receivables relate to debtors that are in significant financial difficulties and have defaulted on payments. These receivables are not secured by any collateral or credit enhancements.

There have been no movements in the allowance for impairment amount for the Group and Company since the previous financial year.

Note (b):

Gross amount of other receivables comprises:


Advances 2,189 2,189 939 939Refundable deposits 2,331 2,499 884 368Short-term portion of a long-term receivable (Note 19) 10,158 8,385 10,158 8,385Sundry receivables 14,026 13,330 539 691Prepayments 92 135 57 65

28,796 26,538 12,577 10,448

Note (c):

The amount due from a joint venturer relates to receivables from Olympia Properties Sdn Bhd, a wholly-owned subsidiary of Olympia Industries Berhad, a corporation with common directors and shareholders. The details of the joint venture is further disclosed in Note 43.

Note (d):

Receivables of the Group and of the Company amounting to RM142,000 (2010: RM68,000) and RM142,000 (2010: RM960,000) respectively which had been impaired in the previous years were written off during the financial year.

The Group’s normal trade credit term ranges from 14 to 90 days (2010: 14 to 90 days). Other credit terms are assessed and approved on a case-by-case basis.

The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.


30 June 2011


24. Cash and cash equivalents Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Cash and bank balances 11,611 10,332 2,278 579Deposits with licensed banks: - Performance guarantee granted to third parties 493 463 38 38 - Pledged for borrowings and credit facilities 108 2,836 108 108 - Not pledged 75 80 - -

12,287 13,711 2,424 725Less: Performance guarantee granted to third parties (493) (463) (38) (38)

Cash and cash equivalents 11,794 13,248 2,386 687

Cash and cash equivalents at end of year include deposits pledged which are not freely remissible to the Group and of the Company amounting to RM108,000 (2010: RM2,836,000) and RM108,000 (2010: RM108,000) respectively, but could be utilised to repay the borrowings and credit facilities granted to the Group and the Company.

Included in cash and bank balances of the Group is an amount of RM508,000 (2010: RM3,595,000) held pursuant to Section 7A of the Housing Developers (Control and Licensing) Act, 1966 and is restricted from use in other operations.

The range of effective interest rates of deposits (per annum) is as follows:

Group Company 2011 2010 2011 2010 % % % %

Licensed banks 1.90 to 3.10 1.70 to 3.40 1.90 to 2.75 2.50 to 3.40

The range of number of days remaining to maturities as at reporting date is as follows:

Group Company 2011 2010 2011 2010 Days Days Days Days

Licensed banks 1 to 277 1 to 361 146 to 277 146 to 277


30 June 2011


25. Non-current asset classified as held for sale Group 2011 2010 RM’000 RM’000

At fair value less costs to sell:

Leasehold land 31,360 -

On 29 March 2011, Rambai Realty Sdn Bhd, a wholly-owned subsidiary of the Company, entered into a sale and purchase agreement with Kiara Harapan Sdn Bhd for the disposal of three parcels of leasehold land for a total consideration of RM32,000,000. The completion of the sale of land is pending the full payment of the purchase consideration and removal of encumbrances on the land.

An impairment loss of RM8,823,000 has been recognised in the profit or loss as disclosed in Note 9.

The leasehold land has been pledged as securities for borrowing granted to the Company as disclosed in Note 26.

26. Borrowings Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Short term borrowings

Secured: Hire purchase and lease payables 364 488 - - Term loans 68,000 34,413 28,000 - ICULS 1,570 1,594 1,570 1,594 ICB 886 769 886 769 RTL 12,809 13,310 12,809 13,310 RULS 6,710 6,836 6,710 6,836 IEB - 347 - - MCBVI Bonds - 15,519 - -

90,339 73,276 49,975 22,509

Unsecured: ICULS 6,878 6,867 6,878 6,867 ICB 1 1 1 1 RULS 2 2 2 2 IEB 262 - - -

7,143 6,870 6,881 6,870

Total short term borrowings 97,482 80,146 56,856 29,379


30 June 2011


26. Borrowings (Cont’d) Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Long term borrowings

Secured: Hire purchase and lease payables 1,726 1,512 - - Term loans - 40,000 - - ICULS 1,469 2,885 1,469 2,885 ICB 829 1,623 829 1,623 RTL 27,203 38,144 27,203 38,144 RULS 14,250 19,592 14,250 19,592 IEB - 723 - - MCBVI Bonds - 43,792 - -

45,477 148,271 43,751 62,244

Unsecured: ICULS 6,435 12,424 6,435 12,424 ICB 1 1 1 1 RULS 4 5 4 5 IEB 243 - - -

6,683 12,430 6,440 12,430

Total long term borrowings 52,160 160,701 50,191 74,674

Total borrowings

Hire purchase and lease payables (Note 37) 2,090 2,000 - -Term loans 68,000 74,413 28,000 -ICULS (Note 27) 16,352 23,770 16,352 23,770ICB (Note 28) 1,717 2,394 1,717 2,394RTL (Note 29) 40,012 51,454 40,012 51,454RULS (Note 30) 20,966 26,435 20,966 26,435IEB (Note 31) 505 1,070 - -MCBVI Bonds (Note 32) - 59,311 - -

149,642 240,847 107,047 104,053

The range of effective interest rates for borrowings (per annum), excluding hire purchase and lease payables is as follows:

Group Company 2011 2010 2011 2010 % % % %

Term loans 7.50 7.50 - 8.00 7.50 -ICULS 7.00 7.00 7.00 7.00ICB 7.00 7.00 7.00 7.00RTL 7.00 7.00 7.00 7.00RULS 7.00 7.00 7.00 7.00IEB 8.00 8.00 - -MCBVI Bonds - 8.00 - -


30 June 2011


26. Borrowings (Cont’d)

(a) The borrowings are secured by the following:

(i) Fixed charges over certain land held for property development and property development costs of theGroupasdisclosedinNotes16and20;

(ii) DebenturescreatingfixedandfloatingchargesoversomeassetsoftheGroupasdisclosedinNote14;

(iii) FixeddepositspledgedbytheGroupasdisclosedinNote24;

(iv) Non-currentassetclassifiedasheldforsalepledgedbytheGroupasdisclosedinNote25;

(v) SharesinasubsidiaryasdisclosedinNote18;

(vi) Third party properties owned by Sentul Murni Sdn Bhd, a former subsidiary of the Company.

Pursuant to the Group’s restructuring scheme in the previous financial years, the primary holders of the various financial instruments have the rights to exercise put and call options on the secured assets and earmarked assets for ICB and IEB holders.

(b) Put and call option

The Company has on 16 November 2006 and 22 November 2006 entered into onshore put and call option agreements and on 17 January 2007 entered into offshore put and call option agreements with secured Financial Institution (“FI”). The salient terms of the put and call option agreements are as follows:

(i) TheputandcalloptionsaresecuredbytherespectiveexistingcollateralchargedtothesecuredFI;

(ii) In consideration of the grant by the secured FI to the Company of the call option referred to in (iv) below, the Company has irrevocably granted the secured FI a put option to sell to the Company the relevant financial instruments issued to, and continuously held by, the secured FI.

The put option will be exercisable by the secured FI upon disposal of the underlying collateral or the earmarked assets. The net sale proceeds in relation to the disposal of the underlying collateral and/or the earmarked assets will be applied towards the purchase or prepayment of the relevant financial instruments pursuant to any exercise of the put option. In addition, in the event of default by the Company of its obligation relating to the relevant financial instruments, the put option is also exercisable in relation to the financial instruments in default. Further, the put option is exercisable in the eventthesaleisnotcompletedonemonthbeforetheexpiryoftheoptionperiod;

(iii) The put option in relation to the ICB and IEB is exercisable by the primary ICB/IEB holders upon the disposal of certain earmarked assets. In addition, so long as any of the relevant financial instruments issued to the primary holders are still held by those holders and are outstanding, the Company has undertaken that the proposed disposals are to be completed by the Company six months before the maturity date of the financial instruments, failing which the put option is also exercisable.

The disposal proceeds of the earmarked assets will be utilised by the Company to honour any exercise of the put option by the primary holders of the ICB and IEB and the Company will purchase the ICB andIEBfromtheprimaryholdersonapro-ratabasis;and

(iv) In consideration of the grant by the Company to the secured FI of the put option referred to in (ii) above, the secured FI has irrevocably granted the Company a call option to purchase the relevant financial instruments issued to, and continuously held by the secured FI.

The call option may be exercised by the Company from time to time or upon disposal of the earmarked assets referred to in (iii) above subject to the relevant put option not being exercised by the secured FI. The call option must be exercised by the Company upon disposal of any of the underlying collateral referred to in (ii) above.


30 June 2011


27. Irredeemable Convertible Unsecured Loan Stocks (“ICULS”)On 12 April 2007, the Company issued 361,552,465 of six year ICULS 2007/2013 at a nominal value of RM1.00 each pursuant to the Group’s restructuring scheme. The terms of the ICULS are as follows:

(a) The ICULS bears coupon rate as follows, with the first payment due and paid on 12 April 2010.

Anniversary year % per annum

First NilSecond NilThird 2.8Fourth 2.8Fifth 2.8Sixth 2.8

(b) Redeemability — Not redeemable for cash. Unless previously converted, all outstanding ICULS will be mandatorily converted into new ordinary shares of the Company on the Maturity Date at the Conversion Price.

(c) Conversion Price — fixed at RM1.18 nominal value of ICULS for one new ordinary share of RM1.00 in the Company or such other price as shall be adjusted in accordance with the ICULS Trust Deed.

(d) Conversion Rights — the registered holders have the rights at any time during the Conversion Period to convert at the Conversion Price.

(e) Conversion Period — period commencing from and including the second anniversary of the issue date of the ICULS and expiring on the Maturity Date.

(f) Maturity Date — six years from the date of issuance of the ICULS.

(g) Transferability — the ICULS would be transferable at a Board Lot of RM100 nominal value of ICULS or other denomination as determined by the Bursa Malaysia Securities Berhad (“Bursa”).

(h) Ranking — the new ordinary shares of the Company to be issued and allotted upon the conversion of the ICULS will rank pari passu in all respects with the existing ordinary shares of the Company except that such new ordinary shares shall not be entitled for any dividends, rights, allotments and/or other distribution declared and/or otherwise distributed prior to the conversion of such ICULS or any interim dividend declared prior to the date of conversion of the ICULS.

(i) The registered holders of the ICULS shall have no participating rights whatsoever in any distribution of shares or other securities issued or offered from time to time by the Company.

(j) Trust Deed — the ICULS are constituted by a Trust Deed dated 25 August 2006 and its supplemental trust deeds dated 16 January 2007, 25 June 2008 and 4 November 2009.

The nominal value of the ICULS have been split between the liability component and the equity component, representing the fair value of the conversion option. The ICULS are accounted for in the statement of financial position of the Group and of the Company as follows:

Group and Company 2011 2010 RM’000 RM’000

Nominal value 318,138 318,598Less: Unamortised discount (301,786) (294,828)

16,352 23,770Amount due within one year (Note 26) (8,448) (8,461)

Amount due after one year (Note 26) 7,904 15,309


30 June 2011


27. Irredeemable Convertible Unsecured Loan Stocks (“ICULS”) (Cont’d)The amount recognised in the statements of financial position of the Group and of the Company may be analysed as follows:


Nominal value:At 1 July 2010/2009 318,598 331,500Nominal value of ICULS converted (460) (7,824)Nominal value of ICULS repurchased and cancelled - (5,078)

At 30 June 318,138 318,598

Equity component:At 1 July 2010/2009 (275,087) (286,227)Equity component of ICULS converted 397 6,756Equity component of ICULS repurchased and cancelled - 4,384

At 30 June (274,690) (275,087)

Interest prepaid:At 1 July 2010/2009 (19,741) (13,349)Recognised in profit or loss 1,526 2,049Reversal upon conversion of ICULS 34 305Reversal upon repurchase and cancellation of ICULS - 318Coupon payment (8,915) (9,064)

At 30 June (27,096) (19,741)

Liability component at 30 June 16,352 23,770

Equity component of ICULS presented in the statements of financial position comprises the following:

Deferred tax assets recognised in equity:At 1 July 2010/2009 4,747 6,865Reversal upon conversion (5) (162)Reversal upon repurchase and cancellation - (106)Reversal upon coupon payment (1,671) (1,850)

At 30 June 3,071 4,747

Equity component of ICULS 274,690 275,087

277,761 279,834

Interest expense on the ICULS is calculated on the effective yield basis by applying the interest rate of 7% (2010: 7%) per annum for an equivalent non-convertible bond to the liability component of the ICULS.


30 June 2011


28. Irredeemable Convertible Bonds (“ICB”)On 12 April 2007, the Company issued 108,527,879 of six year ICB 2007/2013 at nominal value of RM1.00 each pursuant to the Group’s restructuring scheme. The terms of the ICB are as follows:

(a) The ICB bears coupon rate as follows, with the first payment due and paid on 12 April 2010.


First NilSecond NilThird 4Fourth 6Fifth 7Sixth 7

(b) Redeemability — Not redeemable for cash. Unless previously converted, all outstanding ICB will be mandatorily converted into new ordinary shares of the Company on the Maturity Date at the Conversion Price.

(c) Conversion Price — fixed at RM1.18 nominal value of ICB for one new ordinary share of RM1.00 in the Company or such other price as shall be adjusted in accordance with the ICB Trust Deed.

(d) Conversion Rights — the registered holders have the rights at any time during the Conversion Period to convert at the Conversion Price.

(e) Conversion Period — the period commencing from and including the second anniversary of the issue date of the ICB and expiring on the Maturity Date.

(f) Maturity Date — six years from the date of issuance of the ICB.

(g) Transferability — the ICB would be transferable at a Board Lot of RM100 nominal value of ICB or other denomination as determined by the Bursa.

(h) Ranking — the new ordinary shares of the Company to be issued and allotted upon the conversion of the ICB will rank pari passu in all respects with the existing ordinary shares of the Company except that such new ordinary shares shall not be entitled for any dividends, rights, allotments and/or other distribution declared and/or otherwise distributed prior to the conversion of such ICB or any interim dividend declared prior to the date of conversion of the ICB.

(i) The registered holders of the ICB shall have no participating rights whatsoever in any distribution of shares or other securities issued or offered from time to time by the Company.

(j) Trust Deed - the ICB are constituted by a Trust Deed dated 25 August 2006 and its supplemental trust deeds dated 16 January 2007, 25 June 2008 and 4 November 2009.

The nominal value of the ICB have been split between the liability component and the equity component, representing the fair value of the conversion option. The ICB are accounted for in the statement of financial position of the Group and of the Company as follows:


Nominal value 13,354 13,523Less: Unamortised discount (11,637) (11,129)

1,717 2,394Amount due within one year (Note 26) (887) (770)

Amount due after one year (Note 26) 830 1,624


30 June 2011


28. Irredeemable Convertible Bonds (“ICB”) (Cont’d)The amount recognised in the statements of financial position of the Group and of the Company may be analysed as follows:


Nominal value:At 1 July 2010/2009 13,523 14,829Nominal value of ICB repurchased and cancelled (169) (1,306)

At 30 June 13,354 13,523

Equity component:At 1 July 2010/2009 (9,012) (9,882)Equity component of ICB repurchased and cancelled 113 870

At 30 June (8,899) (9,012)

Interest prepaid:At 1 July 2010/2009 (2,117) (1,931)Recognised in profit or loss 153 199Reversal upon repurchase and cancellation of ICB 27 208Coupon payment (801) (593)

At 30 June (2,738) (2,117)

Liability component at 30 June 1,717 2,394

Equity component of ICB presented in the statements of financial position comprise the following:

Deferred tax assets recognised in equity:

At 1 July 2010/2009 472 650Reversal upon repurchase and cancellation (6) (57)Coupon payment (139) (121)

At 30 June 327 472

Equity component of ICB 8,899 9,012

9,226 9,484

Interest expense on the ICB is calculated on the effective yield basis by applying the interest rate of 7% (2010: 7%) per annum for an equivalent non-convertible bond to the liability component of the ICB.


30 June 2011


29. Restructured Term Loan (“RTL”)On 27 April 2007, the Company issued 77,808,384 of six year RTL 2007/2013 at nominal value of RM1.00 each pursuant to the Group’s restructuring scheme. The terms of the RTL are as follows:

(a) The RTL bears interest rate as follows, with the first payment due and paid on 27 April 2010.



(b) Repayment — The repayment schedule of the RTL is as follows:

% of the total principalAnniversary year amount of the RTL

First NilSecond 15Third 15Fourth 15Fifth 15Sixth 40

100

(c) Tenure — six years from the date of issuance of the RTL.

(d) Convertibility — the RTL shall not be converted to any other form of security/financial instrument.

(e) The RTL is secured directly with certain assets of the Group.


Nominal value 39,520 51,300Accrued interest 492 154

40,012 51,454Amount due within one year (Note 26) (12,809) (13,310)



30 June 2011


29. Restructured Term Loan (“RTL”) (Cont’d)

The amount recognised as a liability in the statements of financial position of the Group and of the Company may be analysed as follows:


Nominal value of RTL:At 1 July 2010/2009 51,300 63,504Repayment during the year (11,780) (12,204)

At 30 June 39,520 51,300

Accrued interest/(interest prepaid):At 1 July 2010/2009 154 (1,474)Recognised in profit or loss 3,365 4,171Reversal on repayment (9) (3)Coupon payment (3,018) (2,540)

At 30 June 492 154

Carrying amount of liability as at 30 June 40,012 51,454

Interest expense on the RTL is calculated on the effective yield basis by applying the interest rate of 7% (2010: 7%) per annum for an equivalent borrowing of the RTL.

30. Redeemable Unsecured Loan Stocks (“RULS”)On 12 April 2007, the Company issued 60,315,280 of six year RULS 2007/2013 at nominal value of RM1.00 each pursuant to the Group’s restructuring scheme. The terms of the RULS are as follows:

(a) The RULS bears coupon rate as follows, with the first payment due and paid on 12 April 2010.



(b) Redemption — The redemption schedule of the RULS is as follows:

% of the nominalAnniversary year value of RULS


100


30 June 2011


30. Redeemable Unsecured Loan Stocks (“RULS”) (Cont’d)(c) Maturity Date — six years from the date of issuance of the RULS.

(d) Convertibility — the RULS shall not be converted to any other form of security/financial instrument.

(e) Transferability — the RULS would be transferable at a Board Lot of RM100 nominal value of RULS or other denomination as determined by the Bursa.

(f) Trust Deed — the RULS are constituted by a Trust Deed dated 25 August 2006 and its supplemental trust deeds dated 16 January 2007, 25 June 2008 and 4 November 2009.


Nominal value of RULS:At 1 July 2010/2009 26,280 50,666Nominal value of RULS repaid (5,632) (24,386)

20,648 26,280Gain on issuance of RULS (2) (2)Accrued interest 320 157

Net amount 20,966 26,435Amount due within one year (Note 26) (6,712) (6,838)


The amount recognised as the liability in the statements of financial position of the Group and of the Company may be analysed as follows:


Liability component of RULS:At 1 July 2010/2009 26,278 50,664Repayment during the year (5,632) (24,386)

At 30 June 20,646 26,278

Accrued interest/(interest prepaid):At 1 July 2010/2009 157 (1,033)Recognised in profit or loss 1,740 3,131Reversal upon repayment - 85Coupon payment (1,577) (2,026)

At 30 June 320 157

Carrying amount of liability as at 30 June 20,966 26,435

Interest expense on the RULS is calculated on the effective yield basis by applying the interest rate of 7% (2010: 7%) per annum for an equivalent borrowing of the RULS.


30 June 2011


31. Irredeemable Exchangeable Bonds (“IEB”)On 27 April 2007, a wholly-owned subsidiary of the Company, Mycom Capital (BVI) Ltd. issued 20,680,000 of six year IEB 2007/2013 at nominal value of USD1.00 each pursuant to the Group’s restructuring scheme. The terms of the IEB are as follows:

(a) The IEB bears coupon rate as follows, with the first payment due and paid on 27 April 2010.



(b) Redeemability — Not redeemable for cash. Unless previously exchanged, all outstanding IEB will be mandatorily exchanged into new ordinary shares of the Company on the Maturity Date at the Exchange Price.

(c) Exchange Price — the exchange price of IEB is fixed at RM1.18 nominal value of IEB for 1 new ordinary share of the Company subject to the standard clauses of adjustments to the Exchange Price in accordance with the terms of the IEB Trust Deed for future share dilution.

(d) Exchange Rights — the registered holders have the rights at any time during the Exchange Period to exchange at the Exchange Price.

(e) Exchange Period — the period commencing from and including the second anniversary from the effective date of the restructuring scheme and expiring at the Maturity Date.

(f) Maturity Date — six years from the effective date of the restructuring scheme.

(g) Exchange Mode — the Exchange Price may be satisfied by surrendering such nominal value of IEB equivalent to the Exchange Price of the IEB for cancellation by Mycom Capital (BVI) Ltd.

(h) Ranking — the new ordinary shares of the Company to be issued and allotted pursuant to the exchange of IEB will rank pari passu in all respects with the existing ordinary shares of the Company except that such new ordinary shares shall not be entitled for any dividends, rights, allotments and/or other distribution declared and/or otherwise distributed prior to such IEB are exchanged or any interim dividend declared prior to the date of exchange of the IEB.

(i) The registered holders of the IEB shall have no participating rights whatsoever in any distribution of shares or other securities issued or offered from time to time by the Company.

(j) Trust Deed — the IEB are constituted by a Trust Deed dated 17 January 2007.

The nominal value of the IEB has been split between the liability component and the equity component, representing the fair value of the exchange option. The IEB are accounted for in the statements of financial position of the Group as follows:

Group Group 2011 2010 2011 2010 USD’000 USD’000 RM’000 RM’000

Nominal value 1,320 1,883 4,321 6,340Less: Unamortised discount (1,152) (1,556) (3,816) (5,270)

Net amount 168 327 505 1,070Amount due within one year (Note 26) (87) (106) (262) (347)

Amount due after one year (Note 26) 81 221 243 723


30 June 2011


31. Irredeemable Exchangeable Bonds (“IEB”) (Cont’d)The amounts recognised in the statements of financial position of the Group may be analysed as follows:


Nominal value:At 1 July 2010/2009 1,883 1,883 6,340 6,521Nominal value of IEB repurchased and cancelled (563) - (1,847) -Foreign exchange adjustment - - (172) (181)

At 30 June 1,320 1,883 4,321 6,340

Equity component:At 1 July 2010/2009 (1,187) (1,187) (4,062) (4,062)Equity component of IEB repurchased and cancelled 355 - 1,215 -

At 30 June (832) (1,187) (2,847) (4,062)

Interest prepaid:At 1 July 2010/2009 (369) (323) (1,208) (1,140)Recognised in profit or loss 23 29 71 98Reversal upon repurchase and cancellation 105 - 318 -Coupon payment (79) (75) (239) (241)Foreign exchange adjustment - - 89 75

At 30 June (320) (369) (969) (1,208)

Liability component at 30 June 168 327 505 1,070

Interest expense on the IEB is calculated on the effective yield basis by applying the interest rate of 8% (2010: 8%) per annum for an equivalent non-convertible bond to the liability component of the IEB.

32. Redeemable Secured Bonds (“MCBVI Bonds”)On 27 April 2007, a wholly-owned subsidiary of the Company, Mycom Capital (BVI) Ltd. issued 26,320,000 of six year MCBVI Bonds 2007/2013 at nominal value of USD1.00 each pursuant to the Group’s restructuring scheme. The terms of the MCBVI Bonds are as follows:

(a) The MCBVI Bonds bears coupon rate as follows, with the first payment due and paid on 27 April 2010.




30 June 2011


32. Redeemable Secured Bonds (“MCBVI Bonds”) (Cont’d)(b) Redemption — The redemption schedule of the MCBVI Bonds is as follows:

% of the nominalAnniversary year value of MCBVI Bonds


100

(c) Maturity Date — six years from the effective date of the restructuring scheme.

(d) Convertibility — the MCBVI Bonds shall not be convertible into any other form of security/financial instrument.

(e) MCBVI Bonds were secured by landed properties owned by a subsidiary of the Company.

(f) Trust Deed — the MCBVI Bonds were constituted by a Trust Deed dated 17 January 2007.

The amount recognised as the liability in the statements of financial position of the Group may be analysed as follows:


Nominal value:At 1 July 2010/2009 18,424 22,372 60,274 79,007Foreign exchange adjustment - - (4,376) (6,107)Repayment during the year (18,424) (3,948) (55,898) (12,626)

At 30 June - 18,424 - 60,274

Interest prepaid:At 1 July 2010/2009 (294) (1,037) (963) (3,663)Recognised in profit or loss 1,065 1,638 3,304 5,547Repayment during the year (771) - (2,340) -Coupon payment - (895) - (2,862)Foreign exchange adjustment - - (1) 15

At 30 June - (294) - (963)

Carrying amount at 30 June - 18,130 - 59,311

Analysed as:Due within one year (Note 26) - 4,744 - 15,519Due more than one year (Note 26) - 13,386 - 43,792

- 18,130 - 59,311

Interest expense on the MCBVI Bonds is calculated on the effective yield basis by applying the interest rate of 8% (2010: 8%) per annum for an equivalent non-convertible bond of the MCBVI Bonds.


30 June 2011


33. Due from a company with common directors and corporate shareholdersThe amount due from a company with common directors and corporate shareholders in the previous financial year relates to non-trade advances which were unsecured, interest-free and repayable on demand.

34. Due from/(to) affiliates Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Due from affiliates - non-trade - 785 - -

Due to affiliates - trade - (49) - (49) - non-trade - (350) - -

- (399) - (49)

Due from/(to) affiliates, net - 386 - (49)

The amounts due from/(to) affiliates in the previous financial year were unsecured, interest-free and repayable on demand.

35. Payables Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

Trade payablesThird parties 16,424 15,277 - -Retention sums 1,802 1,941 - -

18,226 17,218 - -

Other payablesAccruals 5,015 4,504 1,467 1,270Sundry payables 33,490 22,737 1,729 2,044

38,505 27,241 3,196 3,314

56,731 44,459 3,196 3,314

The normal trade credit terms granted to the Group range from 30 to 90 days (2010: 30 to 90 days).


30 June 2011


36. Share capital, revaluation reserves and share premium

Share capital

Number of ordinary shares of RM1.00 each Amount

2011 2010 2011 2010 ‘000 ‘000 RM’000 RM’000

Authorised:At 1 July 2010/2009/30 June 2,000,000 2,000,000 2,000,000 2,000,000

Issued and fully paid:At 1 July 2010/2009 592,710 586,079 592,710 586,079Conversion of ICULS 390 6,631 390 6,631

At 30 June 593,100 592,710 593,100 592,710

During the financial year, the Company increased its issued and paid-up ordinary share capital via the conversion of 460,200 units of ICULS at a conversion price of RM1.18 into 390,000 ordinary shares of RM1.00 each.

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

Warrants 2007/2012 (“Warrants”)

On 18 April 2007, the Company issued 114,268,207 Warrants pursuant to the Group’s restructuring scheme.

The terms of the Warrants are as follows:

(a) Exercise Rights — subject to the terms of the Deed Poll, each Warrant entitles its registered holders to subscribe for one new ordinary share of the Company at the Exercise Price at any time during the Exercise Period.

(b) Exercise Price — RM1.00 for each new ordinary share of the Company payable in cash upon exercise of each Warrant for each new ordinary share subject to the standard clauses of adjustments to the Exercise Price in accordance with the terms of the Deed Poll for future dilution.

(c) Exercise Period — the period commencing on and including the day of issuance of the Warrants and expiring on the fifth anniversary of the issue date. Warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid for any purpose.

(d) Transferability — the Warrants are transferable at a Board Lot of 100 Warrants or other denomination as determined by the Bursa Malaysia Securities Berhad.

(e) Ranking — the 114,268,207 new ordinary shares of RM1.00 each of the Company to be issued pursuant to the exercise of the Warrants will, upon allotment and issue, rank pari passu in all respects with the then existing ordinary shares of the Company except that such new ordinary shares shall not be entitled for any dividends, rights, allotments and/or other distributions declared and/or otherwise distributed, the book closing date of which precedes the date of allotment and issue of such new ordinary shares of the Company arising from the exercise of the Warrants.

(f) The registered holders of the Warrants shall have no participating rights whatsoever in any distribution of shares or other securities issued or offered from time to time by the Company.

(g) Deed Poll — the Warrants are constituted by a Deed Poll dated 25 August 2006.

As at 30 June 2011, the number of unexercised warrants was 114,268,207 (2010: 114,268,207).


30 June 2011


36. Share capital, revaluation reserves and share premium (Cont’d)

Revaluation reserveRevaluation reserve represents surplus arising from the revaluation of the Group’s biological assets based on independent valuation done by a firm of professional valuers using the present market value basis.

Share premiumComprise of the premium paid on subscription of shares in the Company over and above the par value of the shares.

37. Hire purchase and lease payables Group 2011 2010 RM’000 RM’000

Minimum lease payments:Not later than 1 year 475 600Later than 1 year and not later than 2 years 427 433Later than 2 years and not later than 5 years 1,162 1,375More than 5 years 407 -

2,471 2,408Less: Future finance charges (381) (408)

Present value of finance lease liabilities 2,090 2,000

Present value of finance lease liabilities:Not later than 1 year 364 488Later than 1 year and not later than 2 years 334 342Later than 2 years and not later than 5 years 1,008 1,170More than 5 years 384 -

2,090 2,000

Analysed as:Due within 12 months (Note 26) 364 488Due after 12 months (Note 26) 1,726 1,512

2,090 2,000

The hire purchase and lease payables bore interest at the reporting date at rates between 4.96% to 7.66% (2010: 4.42% to 5.57%) per annum.


30 June 2011


38. Provisions for liabilities Group 2011 2010 RM’000 RM’000

At 1 July 2010/2009 115 128Provision for liabilities 1 48Write back of provision for liabilities (19) (48)Payment of liabilities - (13)

At 30 June 97 115

Provisions for liabilities relate to liquidated ascertained damages which are in respect of projects undertaken by certain subsidiaries. The provisions are recognised for expected liquidated ascertained damages claims based on the sale and purchase agreements.

39. Deferred tax Group Company 2011 2010 2011 2010 RM’000 RM’000 RM’000 RM’000

At 1 July 2010/2009 12,636 11,462 (6,541) (6,416)Recognised in profit or loss (Note 12) 6,693 1,116 161 (183)Recognised in equity 1,863 58 1,863 58

At 30 June 21,192 12,636 (4,517) (6,541)

Presented after appropriate offsetting as follows:

Deferred tax assets (4,517) (6,541) (4,517) (6,541)Deferred tax liabilities 25,709 19,177 - -

21,192 12,636 (4,517) (6,541)

The components and movements of deferred tax liabilities and assets during the financial year prior to offsetting are as follows:

Deferred tax liabilities of the Group:

Revaluation Capital of landed allowances properties Others Total RM’000 RM’000 RM’000 RM’000

At 1 July 2010 17,818 1,309 50 19,177Recognised in profit or loss 6,619 (87) - 6,532

At 30 June 2011 24,437 1,222 50 25,709

At 1 July 2009 15,117 5,080 - 20,197Recognised in profit or loss 2,701 (1,505) 50 1,246Disposal of a subsidiary - (2,266) - (2,266)

At 30 June 2010 17,818 1,309 50 19,177


30 June 2011


39. Deferred tax (Cont’d)

Deferred tax assets of the Group:

ICULS ICB Total RM’000 RM’000 RM’000

At 1 July 2010 (5,941) (600) (6,541)Recognised in equity: - Equity component of ICULS and ICB 1,705 156 1,861 - Accumulated losses 2 - 2Recognised in profit or loss 146 15 161

At 30 June 2011 (4,088) (429) (4,517)

At 1 July 2009 (7,980) (755) (8,735)Recognised in equity: - Equity component of ICULS and ICB 2,118 178 2,296 - Accumulated losses 28 - 28Recognised in profit or loss (107) (23) (130)

At 30 June 2010 (5,941) (600) (6,541)

Deferred tax liabilities of the Company:

Revaluation of landed properties RM’000

At 1 July 2010/30 June 2011 -

At 1 July 2009 2,319Recognised in profit or loss (53)Recognised in equity (2,266)

At 30 June 2010 -

Deferred tax assets of the Company:

ICULS ICB Total RM’000 RM’000 RM’000

At 1 July 2010 (5,941) (600) (6,541)Recognised in equity: - Equity component of ICULS and ICB 1,705 156 1,861 - Accumulated losses 2 - 2Recognised in profit or loss 146 15 161

At 30 June 2011 (4,088) (429) (4,517)

At 1 July 2009 (7,980) (755) (8,735)Recognised in equity: - Equity component of ICULS and ICB 2,118 178 2,296 - Accumulated losses 28 - 28Recognised in profit or loss (107) (23) (130)

At 30 June 2010 (5,941) (600) (6,541)


30 June 2011


39. Deferred tax (Cont’d)Deferred tax assets have not been recognised in respect of the following items:


Unutilised tax losses 121,276 120,200 62,793 46,797Unabsorbed capital allowances 110,321 107,045 4,088 3,100

The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting against future taxable profits of the respective subsidiaries are subject to no substantial changes in shareholdings of those subsidiaries under the Income Tax Act, 1967 and guidelines issued by the tax authority.

Deferred tax assets have not been recognised in respect of these items as they may not be used to offset taxable profits of other companies in the Group and they have arisen in companies that have recent histories of losses.

40. Significant related party transactions(a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the Company

had the following transactions with related parties during the financial year:

Group Company 2011 2010 2011 2010

RM’000 RM’000 RM’000 RM’000

Transactions with Olympia Industries Berhad and its subsidiaries (“affiliates”)

(Credit note)/progress billings for sale of properties (563) 9,466 - -Purchase of air tickets and travel arrangement 372 544 86 123Rental of premises and parking 787 346 698 229

Transactions with subsidiaries

Gross dividend income received from subsidiaries - - (13,333) (6,467)Interest expense payable to a subsidiary - - 6,381 6,938Interest income receivable from subsidiaries - - (4,884) (4,743)

The directors are of the opinion that all the significant related party transactions above and those disclosed elsewhere in this financial statements have been entered into in the normal course of business and have been established on negotiated terms and conditions.


30 June 2011


40. Significant related party transactions (Cont’d)(b) Compensation of key management personnel

The remuneration of members of key management, who are the directors of the Group and of the Company during the financial year was as follows:

Group Company 2011 2010 2011 2010

RM’000 RM’000 RM’000 RM’000

Directors’ remuneration (Note 7) 2,681 2,875 622 641

41. Contingent liabilities - unsecured Group Company 2011 2010 2011 2010

RM’000 RM’000 RM’000 RM’000

Guarantees (Note a) - - 40,000 165,768Claims (Note b) 108,514 106,162 58,295 58,295

108,514 106,162 98,295 224,063

(a) Guarantees

Corporate guarantees/financial undertakings given to financial institutions in respect of facilities granted to subsidiaries - - 40,000 165,768

(b) Claims

Against the Company and/or subsidiaries in respect of: - Claims by previous directors and shareholders of a subsidiary ^ 58,295 58,295 58,295 58,295 - Claims by a third party on guarantee* 50,219 47,867 - -

108,514 106,162 58,295 58,295

^ On 28 April 2000, Lin Wen-Chih and Lin Wen-Chuan commenced legal action against the Company at the Kuala Lumpur High Court (Suit No. D9-22-781-00) for a sum of RM55,000,000 being the purchase price for 12,750,000 ordinary shares of RM1.00 each in Veramax Sdn Bhd (now known as Pacific Forest Industries Sdn Bhd”) (“the Shares”) or alternatively for the re-transfer of the said Shares to the Plaintiffs and damages in the amount of RM3,295,453. The Company filed its statement of defence on 4 July 2000 denying any liability to the Plaintiff. The matter proceeded to full trial on 26 July 2010 to 30 July 2010 and the Judge had on 27 August 2010 dismissed the Plaintiffs’ claim with cost. The Plaintiffs have on 3 September 2010 filed an appeal to the Court of Appeal and the same is now pending to be heard before the Court of Appeal.

* The guarantee to a third party was previously provided by Olympia Land Berhad, a wholly-owned subsidiary of the Company, which was acquired by the Company from Olympia Industries Berhad (“OIB”) pursuant to the Group’s restructuring scheme. The guarantee is counter indemnified by OIB.

The directors are of the opinion that the likelihood of crystallisation of the above amounts which have not been provided is not probable.


30 June 2011


42. Segment information

(a) Business segments:

For management purposes, the Group is organised into business units based on their products and services. The Group’s reportable segments are as follows:

(i) Propertydevelopment-thedevelopmentofresidentialandcommercialproperties;

(ii) Plantation-oilpalmcultivationandsaleofoilpalmfruits;

(iii) Manufacturing-manufacturingandsaleofplywood,blockboard,laminatedboardandsawntimber;paintsprayingofaluminium,othermetalproductsandrelatedarchitecturalproducts;and

(iv) Investment holding and others - investment holding and other business units include building maintenance, civil and building construction work and property investment.

Management monitors the operating results of its business units separately for the purpose of making decisions about resource allocation and performance assessment. 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 comprise corporate assets, liabilities and expenses.

Investment Adjustments Property holding and and development Plantation Manufacturing others Elimination Consolidated RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

30 June 2011

RevenueExternal revenue 59,426 55,994 - 96 - 115,516Inter-segment revenue - - - 13,333 (13,333) -

Total revenue 59,426 55,994 - 13,429 (13,333) 115,516

ResultsFinance income 3,517 - - 5,419 (7,044) 1,892Finance expense 3,762 213 4,244 15,546 (9,232) 14,533Depreciation 116 4,017 1,335 287 - 5,755Other material non-cash (expense)/income,net (7,986) 161 120 373 - (7,332)Segment (loss)/profit (2,097) 27,563 (2,727) (6,642) (12,641) 3,456

AssetsAdditions to non-current assets 21 3,664 835 71 - 4,591Segment assets 423,573 334,127 10,755 367,136 9,616 1,145,207

LiabilitiesSegment liabilities 62,076 10,502 17,490 116,402 32,650 239,120


30 June 2011


42. Segment information (Cont’d)

(a) Business segments: (Cont’d)

Investment Adjustments Property holding and and development Plantation Manufacturing others Elimination Consolidated RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

30 June 2010

RevenueExternal revenue 88,225 31,111 572 1,246 - 121,154Inter-segment revenue - - - 6,467 (6,467) -

Total revenue 88,225 31,111 572 7,713 (6,467) 121,154

ResultsFinance income 1,379 1 - 3,354 (4,629) 105Finance expense 1,307 133 4,164 18,362 (6,708) 17,258Depreciation 112 4,180 1,819 597 - 6,708Other material non-cash income,net 7,026 353 221 18,771 - 26,371Segment profit/(loss) 22,761 9,002 (4,835) 6,852 (17,153) 16,627

AssetsAdditions to non-current assets 36 3,244 438 4,186 - 7,904Segment assets 501,613 330,206 11,594 375,996 6,737 1,226,146

LiabilitiesSegment liabilities 91,767 3,911 16,000 174,142 28,005 313,825

(i) Other material non-cash (expense)/income,net, consist of the following items as presented in the respective notes to the financial statements:

2011 2010 RM’000 RM’000

Bad debts written off (410) (195)Allowance for impairment on receivables (8) (741)Unrealised foreign exchange gain 161 6,367Gain on disposal of investment property and property, plant and equipment, net 969 13,374Waiver of creditors 779 1,303Write back of provision for impairment loss on land held for property development - 6,263Impairment loss on land held for property development (8,823) -

(7,332) 26,371


30 June 2011


42. Segment information (Cont’d)

(a) Business segments: (Cont’d)

(ii) The following items are added/(deducted) from segment profit to arrive at “Profit before tax” presented in the consolidated income statement:

2011 2010 RM’000 RM’000

Finance income 1,892 105Finance expense (14,533) (17,258)

(12,641) (17,153)

(iii) Additions to non-current assets consist of:

2011 2010 RM’000 RM’000

Property, plant and equipment 2,967 6,714Land held for property development 11 27Biological assets 1,613 1,163

4,591 7,904

(iv) The following items are added from segment assets to arrive at total assets reported in the consolidated statement of financial position:

2011 2010 RM’000 RM’000

Deferred tax assets 4,517 6,541Tax recoverable 5,099 196

9,616 6,737

(v) The following items are added from segment liabilities to arrive at total liabilities reported in the consolidated statement of financial position:

2011 2010 RM’000 RM’000

Deferred tax liabilities 25,709 19,177Current tax payable 6,941 8,828

32,650 28,005

(b) Geographical segments:

No information on geographical segment is presented as the majority of the Group’s business operations are in Malaysia.


30 June 2011


43. Joint venture - jointly controlled assetsOn 14 February 2003, KH Estates Sdn Bhd (“KHE”), a wholly-owned subsidiary of the Company and Olympia Properties Sdn Bhd (“OPSB”), a wholly-owned subsidiary of OIB entered into a Consortium Agreement to form a joint venture to jointly develop 12 parcels of land located in the vicinity of Mont Kiara/Sri Hartamas (known as the “KHD Land”). The joint venture between KHE and OPSB is on a ratio of 58% and 42% respectively.

The salient terms of the Consortium Agreement are as follows:

(i) The KHD Land will be transferred to a trustee who in turn shall hold the beneficial interest in favour of KHE and OPSBrespectively;

(ii) The trustee shall make the necessary application to the relevant authorities for the purposes of amalgamation andsub-divisionoftheKHDLand;

(iii) KHE and OPSB have agreed to appoint KH Land Sdn Bhd (“KHL”), a wholly-owned subsidiary of KHE as the developerfortheKHDLand;

(iv) The respective share of assets, liabilities, income and expenses, contribution to working funds and disbursements and liabilities and all obligation whatsoever in connection with the execution of the Consortium Agreement shallbe58%and42%forKHEandOPSBrespectively;and

(v) KHE and OPSB have mutually agreed that any proceeds derived from the joint venture shall first be utilised and applied towards redemption of the existing charges created on the KHD Land. In the previous financial year, the charges to be redeemed by KHE amounted to USD20,307,000 (equivalent to RM66,435,000). The existing charges to be redeemed by OPSB amounting to RM50,354,000 (2010: RM54,106,000).

The Group’s aggregate share of the revenue, expenses, assets and liabilities of the joint venture are as follows:

Group 2011 2010 RM’000 RM’000

Revenue 55,280 71,280Other income 86 169Expenses, including finance costs and tax (47,704) (59,014)

Profit for the year 7,662 12,435

Non-current assets 231 271Current assets 309,422 375,081Non-current liabilities (50) (50)Current liabilities (21,251) (54,352)

Net assets 288,352 320,950

44. Event occurring after the reporting dateOn 28 July 2011, the Company’s wholly owned sub-subsidiary, Pertama Land & Development Sdn Bhd (“Pertama Land”) entered into a conditional sale and purchase agreement with Sri Mayvin Plantation Sdn Bhd (“Purchaser”) for the disposal of plantation land with a combined area of 11,978 hectares (approximately 29,598 acres) located in the Districts of Labuk-Sugut and Tongod, Sabah together with the existing agricultural crops of oil palm planted, all buildings erected and the fixtures and installations affixed and installed, to the Purchaser on an “as-is-where-is” basis for a total cash consideration of RM830,000,000.

The approvals from the relevant authority and shareholders of the Company for the disposal have been obtained on 26 September 2011 and at the Extraordinary General Meeting held on 11 October 2011 respectively.


30 June 2011


45. Interest in subsidiariesDetails of the subsidiaries are as follows:

Equity interest Paid-up Country of held by the ordinary share Name of subsidiaries incorporation company (%) capital Principal activities 2011 2010

^ Sea Resorts Development Malaysia 100 100 RM2,400,002 Investment Sdn Bhd holding

Oakland Holdings Sdn Bhd Malaysia 100 100 RM19,000,000 Property development

^ Mycom (BVI) Ltd. British Virgin 100 100 USD25,000,000 Investment Islands holding and trading in securities

* Duta Plantations Sdn Bhd Malaysia 100 100 RM1,000,000 Investment holding

^ Mycom Investments (BVI) British Virgin 100 100 USD12,000 Dormant Ltd. Islands

^ Duta Grand Hotels Sdn Bhd Malaysia 76 76 RM291,629,960 Property investment

~^ Mycom (Bermuda) Ltd. Bermuda - 100 USD12,000 Dormant

^ UNP Plywood Sdn Bhd Malaysia 92 92 RM112,013,775 Dormant

^ Mycom Capital (BVI) Ltd. British Virgin 100 100 USD2 Financial Islands services

^ Pacific Forest Industries Malaysia 75 75 RM48,650,805 Dormant Sdn Bhd

^ Olympia Land Berhad Malaysia 100 100 RM31,501,400 Property investment, development and management

^ Salhafa Sdn Berhad Malaysia 100 100 RM8,000,000 Property development

^ KH Estates Sdn Bhd Malaysia 100 100 RM1,000,000 Property investment

*^ Rambai Realty Sdn Bhd Malaysia 100 100 RM50,000 Property development and property investment

City Properties Malaysia 100 100 RM2 Property Development Sdn Bhd development and property investment


30 June 2011


45. Interest in subsidiaries (Cont’d) Equity interest Paid-up Country of held by the ordinary share Name of subsidiaries incorporation company (%) capital Principal activities 2011 2010

^ Olympia Plaza Sdn Bhd Malaysia 100 100 RM2 Property development and property investment

^ Mascon Construction Sdn Bhd Malaysia 100 100 RM3,200,000 Civil and building construction work and other related building works

Subsidiaries of Oakland Holdings Sdn Bhd

Jiwa Realty Sdn Bhd Malaysia 51 51 RM1,000,000 Property development

*^ Merchant Square Sdn Bhd Malaysia 100 100 RM2 Property management

Subsidiaries of Duta Plantations Sdn Bhd

* Labuk Estate Sdn Bhd Malaysia 100 100 RM3 Dormant

* Labuk Plantation Sdn Bhd Malaysia 100 100 RM3 Dormant

* Labukpalm Sdn Bhd Malaysia 100 100 RM3 Dormant

* Ladang Anak Jati Sdn Bhd Malaysia 100 100 RM3 Dormant

* Majusa Sdn Bhd Malaysia 100 100 RM3,000 Dormant

* Moyog Properties Sdn Bhd Malaysia 100 100 RM3 Dormant

* Pertama Land & Development Malaysia 100 100 RM10,000,000 Oil palm Sdn Bhd cultivation and sale of oil palm fresh fruit bunches

* Tawai Estate Sdn Bhd Malaysia 100 100 RM3 Dormant

* Telupid Plantation Sdn Bhd Malaysia 100 100 RM3 Dormant

* Telupid Estate Sdn Bhd Malaysia 100 100 RM3 Dormant

Subsidiary of Duta Grand Hotels Sdn Bhd

*^ Tegas Komposit Sdn Bhd Malaysia 100 100 RM2 Property investment


30 June 2011


45. Interest in subsidiaries (Cont’d) Equity interest Paid-up Country of held by the ordinary share Name of subsidiaries incorporation company (%) capital Principal activities 2011 2010

Subsidiaries of Olympia Land Berhad

* Bakti Jati Sdn Bhd Malaysia 51 51 RM1,000,000 Dormant

M B Properties Sdn Bhd Malaysia 100 100 RM1,500,000 Property investment and development

Olympia Property Services Malaysia 100 100 RM2 Property Sdn Bhd management

* Olympia Waterfront Sdn Bhd Malaysia 100 100 RM2 Dormant

* Guya Management Sdn Bhd Malaysia 100 100 RM2 Dormant

^ Olympia Leasing Sdn Bhd Malaysia 100 100 RM1,500,000 Dormant

Subsidiaries of KH Estates Sdn Bhd

KH Land Sdn Bhd Malaysia 100 100 RM1,000,000 Property development

^ Kenny Heights Central Malaysia 58 58 RM100 Dormant Sdn Bhd

Subsidiary of KH Land Sdn Bhd

^ Herald Privilege Sdn Bhd Malaysia 100 100 RM2 Dormant

Subsidiary of Kenny Heights Central Sdn Bhd

^ Kenny Heights Westcity Malaysia 100 100 RM2 Dormant Sdn Bhd

* Audited by firms of auditors other than Ernst & Young.

^ Subsidiaries with auditors’ reports that refer to the going concern assumptions and/or recoverability of related companies balances being dependent on the financial support from the Company.

~ On 29 June 2011, the company has been struck off pursuant to Section 261(5) of the Bermuda Companies Act 1981.


30 June 2011


45. Interest in subsidiaries (Cont’d)

(a) Dissolution of a subsidiary

The Company had on 29 June 2011 dissolved its wholly-owned subsidiary, Mycom (Bermuda) Limited. The dissolution has no material financial effects to the Group.

46. Financial instruments

Classification of financial instruments

Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised cost. The principal accounting policies of the Group described how the class of financial instruments are measured, and how income and expenses, including fair value gains and losses are measured. The following table analysed the financial assets and financial liabilities in the statement of financial position by the class of financial instrument to which they are assigned, and therefore by measurement basis.

Financial liabilities at Loans and amortised receivables cost Total RM’000 RM’000 RM’000

Group

At 30 June 2011

AssetsLong term receivable 9,233 - 9,233Receivables 55,851 - 55,851Short term deposits 676 - 676Cash and bank balances 11,611 - 11,611

Total financial assets 77,371Total non-financial assets 1,067,836

Total assets 1,145,207

LiabilitiesBorrowings (Non-current) - 52,160 52,160Borrowings (Current) - 97,482 97,482Payables - 56,731 56,731

Total financial liabilities 206,373Total non-financial liabilities 32,747

Total liabilities 239,120


30 June 2011


46. Financial instruments (Cont’d)

Classification of financial instruments (Cont’d) Financial liabilities at Loans and amortised receivables cost Total RM’000 RM’000 RM’000

Group (Cont’d)

At 30 June 2010

AssetsLong term receivable 15,885 - 15,885Due from a company with common directors and corporate shareholders 5,672 - 5,672Due from affiliates 785 - 785Receivables 89,214 - 89,214Short term deposits 3,379 - 3,379Cash and bank balances 10,332 - 10,332

Total financial assets 125,267Total non-financial assets 1,100,879

Total assets 1,226,146

LiabilitiesBorrowings (Non-current) - 160,701 160,701Borrowings (Current) - 80,146 80,146Due to affiliates - 399 399Payables - 44,459 44,459

Total financial liabilities 285,705Total non-financial liabilities 28,120


Company

At 30 June 2011

AssetsLong term receivable 9,233 - 9,233Due from subsidiaries 382,808 - 382,808Receivables 11,084 - 11,084Short term deposits 146 - 146Cash and bank balances 2,278 - 2,278

Total financial assets 405,549Total non-financial assets 453,728

Total assets 859,277

LiabilitiesBorrowings (Non-current) - 50,191 50,191Borrowings (Current) - 56,856 56,856Due to subsidiaries - 237,000 237,000Payables - 3,196 3,196

Total financial liabilities 347,243Total non-financial liabilities -



30 June 2011


46. Financial instruments (Cont’d)

Classification of financial instruments (Cont’d) Financial liabilities at Loans and amortised receivables cost Total RM’000 RM’000 RM’000

Company (Cont’d)

At 30 June 2010

AssetsLong term receivable 15,885 - 15,885Due from subsidiaries 448,462 - 448,462Due from a company with common directors and corporate shareholders 5,562 - 5,562Receivables 8,804 - 8,804Short term deposits 146 - 146Cash and bank balances 579 - 579

Total financial assets 479,438Total non-financial assets 451,159

Total assets 930,597

LiabilitiesBorrowings (Non-current) - 74,674 74,674Borrowings (Current) - 29,379 29,379Due to subsidiaries - 289,010 289,010Due to affiliates - 49 49Payables - 3,314 3,314

Total financial liabilities 396,426Total non-financial liabilities -


47. Fair value of financial instruments

Determination of fair value

Financial instruments that are not carried at fair value

The following are classes of financial instruments that are not carried at fair value and whose carrying amounts are reasonable approximation of fair value:

Note

Receivables (current) 23Payables 35Borrowings (current and non-current) 26

The carrying amounts of these financial assets and liabilities are reasonable approximation of fair values due to the relatively short term nature of these financial instruments.

The carrying amount of the current portion of borrowings are reasonable approximations of fair values due to the insignificant impact of discounting.

The fair value of non-current loans and borrowings are estimated by discounting expected future cash flows at market incremental lending rate for similar types of lending or borrowing arrangements at the reporting date.


30 June 2011


48. Financial risk management objectives and policiesThe Group’s financial risk management policy seeks to ensure that adequate financial resources are available for the development of the Group’s businesses whilst managing its interest rate risk, foreign exchange risk, liquidity risk and credit risk. 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.

(a) Interest rate risk

Interest rate risk is the risk that the fair value or future cash flows of the Group’s and Company’s financial instruments will fluctuate because of changes in market interest rates.

The Group’s and the Company’s interest rate risk arises primarily from interest-bearing borrowings. As the Group’s and the Company’s borrowings are mainly obtained via fixed interest rates, the Group and the Company is not exposed to any significant fluctuation in interest rates.

The investment in financial assets are mainly short term in nature and they are not held for speculative purposes but have been mostly placed in short term deposits.

The Group has a policy to ensure that the rates obtained are competitive so as to ensure that its cost of financing is kept at the lowest possible. The Group does not generally hedge interest rate risks.

(b) Foreign currency risk

Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will fluctuate because of changes in foreign exchange rates.

The Group has transactional currency exposures arising from purchases that are denominated in a currency other than the functional currency of the Group. The foreign currencies in which these transactions are denominated are mainly US Dollars (“USD”).

Foreign exchange transaction risk impacting the Group’s profit or loss arises both from external and intra-group investing and funding activities. Currency risks relating to operating activities in the normal course of business are generally not hedged.

Sensitivity analysis for foreign currency risk

The following table demonstrates the sensitivity of the Group’s profit net of tax to a reasonably possible change in the exchange rates, with all other variables held constant.

Group 2011 RM’000 Profit net of tax

United States Dollar/RM - strengthened 3% -55 - weakened 3% +55

(c) Liquidity risk

Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial obligations due to shortage of funds. The Group’s and the Company’s exposure to liquidity risk arises primarily from mismatches of the maturities of financial assets and liabilities. The Group’s and the Company’s objective is to maintain a balance between continuity of funding and flexibility through the use of stand-by credit facilities.


30 June 2011


48. Financial risk management objectives and policies (Cont’d)

(c) Liquidity risk (Cont’d)

The Group actively manages its debt maturity profile, 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 strive to maintain sufficient levels of cash or cash convertible investments to meet its working capital requirements.

Analysis of financial instruments by remaining contractual maturities

The table below summarises the maturity profile of the Group’s and the Company’s liabilities at the reporting date based on contractual undiscounted repayment obligations.

30 June 2011 On demand or within One to Two to Over five one year two years five years years Total RM’000 RM’000 RM’000 RM’000 RM’000

Group

Financial liabilities:Payables 54,929 1,928 - - 56,857Borrowings 101,674 57,366 1,162 407 160,609

Total 156,603 59,294 1,162 407 217,466

Company

Financial liabilities:Payables 3,196 - - - 3,196Borrowings 58,462 56,660 - - 115,122

Total accumulated losses 61,658 56,660 - - 118,318

(d) Credit risk

Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s associations to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group management reporting procedures.

The Group does not have any significant exposure to any individual customer or counterparty nor does it have any major concentration of credit risk related to any financial instrument.

Exposure to credit risk:

At the reporting date, the Group’s and the Company’s maximum exposure to credit risk is represented by:

- The carrying amount of each class of financial assets recognised in the statements of financial position.

- A nominal amount of RM40,000,000 (2010: RM165,768,000) relating to a corporate guarantee provided by the Company to financial institutions for credit facilities granted to subsidiaries.


30 June 2011



30 June 2011

48. Financial risk management objectives and policies (Cont’d)

(d) Credit risk (Cont’d)

Financial assets that are neither past due nor impaired

Information regarding trade and other receivables that are neither past due nor impaired is disclosed in Note 23. Deposits with licensed banks that are neither past due nor impaired are placed with or entered into with reputable financial institutions with high credit ratings and no history of default.

Financial assets that are either past due or impaired

Information regarding financial assets that are either past due or impaired is disclosed in Note 23.

49. Capital managementThe primary objective of the Group’s capital management is to ensure that it maintains a strong credit rating and healthy capital ratios in order to support its business and maximise shareholder value.

The Group manages its capital structure and monitors capital using a gearing ratio, which is net debt divided by total capital plus net debt. The Group’s endeavours to maintain healthy gearing ratio and regularly monitor the gearing level to ensure compliance with loans covenant. The Group includes within net debt, loans and borrowings, trade and other payables, less cash and bank balances. Capital includes equity attributable to owners of the parent.

No changes were made in the objectives, policies or processes during the years ended 30 June 2011 and 30 June 2010.


Loans and borrowings 206,373 285,306 110,243 107,367Less: Cash and bank balances (11,611) (10,332) (2,278) (579)

Net debt 194,762 274,974 107,965 106,788

Equity attributable to owners of the parent 850,888 856,148 512,034 534,171

Total capital and net debt 1,045,650 1,131,122 619,999 640,959

Gearing ratio 19% 24% 17% 17%



30 June 2011

50. Supplementary information - breakdown of accumulated losses into realised and unrealised profits/lossesThe breakdown of the accumulated losses of the Group and of the Company as at 30 June 2011 into realised and unrealised profits/losses is presented in accordance with the directive issued by Bursa Malaysia Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the Malaysian Institute of Accountants.

Group Company RM’000 RM’000

30 June 2011

Total accumulated losses of the Company and its subsidiaries: - Realised (442,453) (434,146) - Unrealised (38,822) 1,119

(481,275) (433,027)Consolidation adjustments 345,103 -

Total accumulated losses (136,172) (433,027)


PROPERTIES HELD BY THE GROUPas at 30 June 2011

Net Book Year of Description/ Built-up Value as at Acquisition/Properties existing use Tenure Land Area Area 30 June 2011 (Revaluation) (acres) (sq ft) ( RM’000 )

1) DutaLand BerhadLot No. 9195 Land for hotel Leasehold 99 5.00 - 8,017 2007District of Kota development years expiring inKinabalu 2051Sabah

2) Duta Grand Hotels Sdn Bhd

Lot Nos. 10, 30, Land for mixed Freehold 2.12 - 330,131 199633, 34, 35 and 36 development underSection 45 constructionKuala Lumpur

3) Tegas Komposit Sdn Bhd

PT 9, 10 and 11 Land for mixed Leasehold 99 0.44 - 4,385 2001Section 45 development years expiring inKuala Lumpur 2100

4) UNP Plywood Sdn BhdNT 023140132 Plywood and veneer Sub-leases 40 to 38.98 435,968 6,547 1997NT 023140141 complex, blockboard 99 years expiringNT 023153835 factory, office building in 2031 to 2095NT 023191942 and other ancillaryNT 023192529 buildingsKimanis (18 years old)District of PaparSabah

5) Pacific Forest IndustriesSdn Bhd CL 105312463 Office, plywood/ Leasehold 29.44 480,413 2,531 1996CL 105105379 veneer factory, labour expiring fromCL 105331075 building, kiln drying 2067 to 2923CL 105346469 building, sawmill andDistrict of Tawau storeSabah (18 years old)

6) Pertama Land & Development Sdn Bhd

Agriculture land Oil palm plantation Leasehold 99 29,597.89 - 318,518 (2004),District of years expiring (2010)Sandakan, Sabah from 2080 to 2088


PROPERTIES HELD BY THE GROUP (CONT’D)

as at 30 June 2011

Net Book Year of Description/ Built-up Value as at Acquisition/Properties existing use Tenure Land Area Area 30 June 2011 (Revaluation) (acres) (sq ft) ( RM’000 )

7) Rambai Realty Sdn Bhd

PT9461, PT9462, Land for commercial Leasehold 99 310.55 - 31,360 2007PT13132, PT13133 development years expiring inand PT13134 2098 to 2106Mukim TanjongMinyakDistrict of MelakaTengah, Melaka

8) Olympia Plaza Sdn Bhd

Lot No.321 Land for mixed Freehold 0.95 - 31,062 2007Section 63 developmentKuala Lumpur

9) M B Properties Sdn Bhd

Lot No. 2097 Land for residential Leasehold 99 0.63 - 547 2007Town Area XXXVII (37) developments years expiring inDistrict of Melaka 2085Tengah, Melaka

10) City Properties Development Sdn Bhd

Lot No. 200, 203 Land for mixed Freehold 0.67 - 15,052 2007,Section 43 development 2009Kuala Lumpur

11) Salhafa Sdn BerhadLot Nos. 511 to 522 Land for commercial Leasehold 99 1.25 - 2,720 2007& Lot Nos. 537 to 576 development years expiring inTown Area XXXIX (39) 2094District of MelakaTengah, Melaka


DISTRIBUTION SCHEDULE OF EQUITY SECURITIES

ANALYSIS OF SHAREHOLDINGSAuthorised Capital : RM2,000,000,000Issued And Paid-up Capital : RM598,116,949Class of Share : Ordinary shares of RM1.00 eachVoting Rights : One vote per shareholder on a show of hands or one vote per ordinary share on a pollNumber of Shareholders : 17,489

DISTRIBUTION OF SHAREHOLDINGSSize of Holdings No. of Holders % No. of Holdings %

Less than 100 1,021 5.84 30,835 0.01100 to 1,000 10,812 61.82 3,896,899 0.651,001 to 10,000 3,691 21.11 17,471,409 2.9210,001 to 100,000 1,657 9.47 57,790,194 9.66100,001 to 29,905,846 (less than 5% of issued shares) 305 1.74 255,354,071 42.6929,905,847 and above (5% and above of issued shares) 3 0.02 263,573,541 44.07

17,489 100.00 598,116,949 100.00

SUBSTANTIAL SHAREHOLDERS BASED ON REGISTER OF SUBSTANTIAL SHAREHOLDERS(Excluding base trustees)

Direct Interest Indirect Interest

Name of Substantial Shareholder No. of No. of Shares % Shares %

1. Kenny Height Developments Sdn Bhd 238,845,715 39.93 - -2. Pacific Element Sdn Bhd 48,727,826 8.15 - -3. Tan Sri Dato’ Yap Yong Seong 25,600 0.00 267,532,215 * 44.734. Dato’ Yap Wee Keat 54,000 0.01 267,532,215 * 44.735. Yap Wee Chun 28,200 0.00 267,532,215 * 44.736. Puan Sri Datin Leong Li Nar - - 267,532,215 * 44.73

DIRECTORS’ INTEREST IN ORDINARY SHARES AS PER REGISTER OF DIRECTORS’ SHAREHOLDINGS Direct Interest Indirect Interest

Name of Director No. of No. of Shares % Shares %

1. Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah - - - -2. Tan Sri Dato’ Yap Yong Seong 25,600 0.00 267,532,215 * 44.733. Yap Wee Chun 28,200 0.00 267,532,215 * 44.734. Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus 938,700 0.16 - -5. Dato’ Yap Wee Keat 54,000 0.01 267,532,215 * 44.736. Cheong Wong Sang - - - -7. Hazli bin Ibrahim - - - -

* Deemed interest through shares held by Kenny Height Developments Sdn Bhd and Duta Equities Sdn Bhd.

as at 3 October 2011


TOP THIRTY SHAREHOLDERS AS PER RECORD OF DEPOSITORS(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of Shareholders No. of Shares %

1. Kenny Height Developments Sdn Bhd 144,845,715 24.22

2. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Kenny Height Developments Sdn Bhd 70,000,000 11.70

3. Pacific Element Sdn Bhd 48,727,826 8.15

4. Duta Equities Sdn Bhd 28,686,500 4.80

5. Malaysian Trustees Berhad Kenny Height Developments Sdn Bhd 24,000,000 4.01

6. AIBB Nominees (Asing) Sdn. Bhd. Sun Hung Kai Investment Services Limited for Long Set Investments Ltd 22,412,800 3.75

7. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Gayajuta (Sabah) Sdn Bhd 15,400,000 2.57

8. TASEC Nominees (Tempatan) Sdn Bhd TA First Credit Sdn Bhd 12,000,000 2.01

9. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Seni Kasuari Sdn Bhd 9,486,923 1.59

10. AMSEC Nominees (Tempatan) Sdn Bhd Pledged Securities Account - AmBank (M) Berhad (AD1174) 5,112,400 0.85

11. AIBB Nominees (Asing) Sdn. Bhd. Sun Hung Kai Investment Services Limited for Katong Assets Limited 5,100,000 0.85

12. Johor Corporation 4,520,000 0.76

13. Lim Kok Thay 4,000,000 0.67

14. TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Symphony Bonus Sdn Bhd 3,979,000 0.67

15. Sabah Development Bank Berhad As Beneficial Owner 3,587,595 0.60

16. Suraya Elland Yusoff 3,200,000 0.53

17. Vun Shui Moi @ Vun Siew Moi 3,178,300 0.53

18. RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Loke See Ooi (CEB) 3,170,000 0.53

19. Tan Aing Joo 3,113,100 0.52

20. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for J.V. Avenue Sdn Bhd 2,700,000 0.45

21. Ang Cheng Moy 2,300,000 0.38

22. Phua Jin Hock 2,165,000 0.36

23. Chong Hung Lai 2,048,100 0.34

24. Lim Seng Chee 1,925,000 0.32

DISTRIBUTION SCHEDULE OF EQUITY SECURITIES (CONT’D)



TOP THIRTY SHAREHOLDERS AS PER RECORD OF DEPOSITORS (Cont’d)(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of Shareholders No. of Shares %

25. Ng Teng Song 1,600,200 0.27

26. AIBB Nominees (Tempatan) Sdn Bhd Low Mei Loon 1,600,000 0.27

27. UOBM Nominees (Asing) Sdn Bhd United Overseas Bank Nominees (Pte) Ltd for Bank Of Communications Co., Ltd 1,566,409 0.26

28. Wong Hon Yee 1,557,734 0.26

29. See Hong Cheen @ See Hong Chen 1,500,000 0.25

30. Lim Kok Thay 1,200,000 0.20

Total 434,682,602 72.67




ANALYSIS OF WARRANT HOLDINGSNo. of Warrants Unexercised : 114,268,207 Warrants 2007/2012Voting Rights : One vote per Warrant Holder on a show of hands or one vote for each warrant held (in the meeting of Warrant Holders)No. of Warrant Holders : 2,249

DISTRIBUTION OF WARRANT HOLDINGS 2007/2012Size of Warrant Holdings No. of No. of Warrant Holders % Warrant Holdings %

Less than 100 51 2.27 2,096 0.00100 to 1,000 795 35.35 423,986 0.371,001 to 10,000 521 23.16 2,721,755 2.3810,001 to 100,000 689 30.64 29,392,300 25.72100,001 to 5,713,409 (less than 5% of issued warrants) 192 8.54 72,889,677 63.805,713,410 and above (5% and above of issued warrants) 1 0.04 8,838,393 7.73

2,249 100.00 114,268,207 100.00

DIRECTORS’ INTEREST IN WARRANTS 2007/2012 AS PER REGISTER OF DIRECTORS’ WARRANT HOLDINGS Direct Interest Indirect Interest

Name of Director No. of No. of Warrants % Warrants %

1. Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah - - - -2. Tan Sri Dato’ Yap Yong Seong 20,000 0.02 8,838,393 * 7.733. Yap Wee Chun 15,000 0.01 8,838,393 * 7.734. Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus - - - -5. Dato’ Yap Wee Keat 36,000 0.03 8,838,393 * 7.736. Cheong Wong Sang - - - -7. Hazli bin Ibrahim - - - -

* Deemed interest through warrants held by Duta Equities Sdn Bhd.

TOP THIRTY WARRANT HOLDERS AS PER RECORD OF DEPOSITORS(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of Warrant Holders No. of Warrants %

1. Duta Equities Sdn Bhd 8,838,393 7.73

2. OSK Investment Bank Berhad IVT (DSP) 2,773,400 2.43

3. Tan Chow On 2,040,000 1.78

4. Lim Kok Thay 2,000,000 1.75

5. ECML Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Chong Pui Mee (013) 1,600,000 1.40




TOP THIRTY WARRANT HOLDERS AS PER RECORD OF DEPOSITORS (Cont’d)(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of Warrant Holders No. of Warrants %

6. See Hong Cheen @ See Hong Chen 1,500,000 1.31

7. SJ Sec Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Kamaruddin @ Mamat bin Endut (SMT) 1,500,000 1.31

8. Tan Siew Koon 1,500,000 1.31

9. Ho Wee Keong 1,450,000 1.27

10. Seo Cheng Gaok 1,397,900 1.22

11. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Yeoh Sheong Nern 1,300,000 1.14


13. Lee Yew 1,241,800 1.09

14. JF Apex Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Wong Kum Seng (STA 2) 1,000,000 0.88

15. SJ Sec Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Seo Cheng Gaok (SMT) 1,000,000 0.88

16. Chin Yoke Sun 965,000 0.84

17. Ng Eng Siong 900,000 0.79

18. Ang Cheng Moy 854,000 0.75

19. Wong Fook Inn 840,000 0.73

20. Foong Ngar Yee 820,000 0.72

21. Wong Hon Yee 815,367 0.71

22. Lim Keng Chuan 800,000 0.70

23. Son Kat Pee @ Soin Kat Pee 800,000 0.70

24. Yeoh Sheong Nern 800,000 0.70

25. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Soodia Damdo A/L Appalanaido 753,400 0.66

26. Mayban Nominees (Tempatan) Sdn Bhd King Hui Sing 716,500 0.63

27. Public Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Wong Ting Hiong (E-BTL) 700,000 0.61

28. Yeoh Sheong Nern 695,900 0.61

29. Mohd Firdauz bin Mohd Fauzy 650,000 0.57

30. Si Tho Yoke Meng 650,000 0.57

Total 42,176,660 36.91




ANALYSIS OF IRREDEEMABLE CONVERTIBLE UNSECURED LOAN STOCKS (“ICULS”) HOLDINGS

Issued Size : RM312,237,320 nominal value of 2007/2013 ICULSVoting Rights : One vote per ICULS Holder on a show of hands or one vote for every RM1.00 nominal value of ICULS on a poll (in the meeting of ICULS Holders)No. of ICULS Holders : 216

DISTRIBUTION OF ICULS HOLDINGS No. of No. ofSize of ICULS Holdings ICULS Holders % ICULS Holdings %

Less than 100 3 1.39 176 0.00100 to 1,000 97 44.91 10,372 0.001,001 to 10,000 25 11.57 142,685 0.0510,001 to 100,000 56 25.93 2,276,301 0.73100,001 to 15,611,865 (less than 5% of issued ICULS) 30 13.89 53,306,312 17.0715,611,866 and above (5% and above of issued ICULS) 5 2.31 256,501,474 82.15

216 100.00 312,237,320 100.00

DIRECTORS’ INTEREST IN ICULS AS PER REGISTER OF DIRECTORS’ ICULS HOLDINGS Direct Interest Indirect Interest

Name of Director No. of No. of ICULS % ICULS %

1. Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah - - - -2. Tan Sri Dato’ Yap Yong Seong - - 99,101 * 0.033. Yap Wee Chun - - 99,101 * 0.034. Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus - - - -5. Dato’ Yap Wee Keat - - 99,101 * 0.036. Cheong Wong Sang - - - -7. Hazli bin Ibrahim - - - -

* Deemed interest by virtue of substantial shareholdings in Olympia Industries Berhad.

TOP THIRTY ICULS HOLDERS AS PER RECORD OF DEPOSITORS(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of ICULS Holders No. of ICULS %

1. OSK Nominees (Tempatan) Sdn Berhad OSK Capital Sdn Bhd for Seni Kasuari Sdn Bhd 100,000,000 32.03

2. UOBM Nominees (Tempatan) Sdn Bhd Investment Banking for Symphony Palace Sdn Bhd 86,783,343 27.79

3. Multi-Purpose Credit Sdn Bhd 29,663,870 9.50





TOP THIRTY ICULS HOLDERS AS PER RECORD OF DEPOSITORS (Cont’d)(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of ICULS Holders No. of ICULS %

5. RHB Capital Nominees (Tempatan) Sdn Bhd RHB Bank Berhad (Account 2) 17,054,261 5.46

6. Sabah Development Bank Berhad As Beneficial Owner 11,144,822 3.57

7. Alliance Bank Malaysia Berhad 10,908,000 3.49

8. AMSEC Nominees (Tempatan) Sdn Bhd Pledged Securities Account - AmBank (M) Berhad (AD1174) 5,583,739 1.79

9. ABB Nominee (Tempatan) Sdn Bhd Affin Bank Berhad (Loan Recovery) 5,331,337 1.71

10. Alliance Investment Bank Berhad IVT (E18) 4,902,091 1.57

11. Public Bank Berhad As Beneficial Owner (Mycom/Olympia) 3,041,022 0.97

12. Symphony Bonus Sdn Bhd 2,900,000 0.93

13. Onn Ping Lan 2,020,700 0.65

14. Kurihara (Malaysia) Sdn Bhd 773,501 0.25

15. Indar Kaur A/P Dan Singh 749,900 0.24

16. Public Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Tee See Kim (E-TSA) 686,000 0.22

17. RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Loke See Ooi (CEB) 516,300 0.16

18. TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Kho Li Jee 495,900 0.16

19. Onn Kok Puay (Weng GuoPei) 472,000 0.15

20. Lucky Star Pte. Ltd. 468,100 0.15

21. Loke See Ooi 430,000 0.14

22. Yeap Nam Weng 373,800 0.12

23. Tee See Kim 370,000 0.12

24. Chuan Thong Huat 309,600 0.10

25. Boh Min Hai 225,800 0.07

26. Tee See Kim 220,000 0.07

27. So Sun Sing 201,100 0.06

28. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Lee Cheng Lock 174,100 0.06

29. Lo Ming Liong 150,000 0.05

30. Tan Joon Heng 143,000 0.04

Total 309,092,286 98.99




ANALYSIS OF IRREDEEMABLE CONVERTIBLE BONDS (“ICB”) HOLDINGS

Issued Size : RM13,334,372 nominal value of 2007/2013 ICBVoting Rights : One vote per ICB Holder on a show of hands or one vote for every RM1.00 nominal value of ICB on a poll (in the meeting of ICB Holders)No. of ICB Holders : 195

DISTRIBUTION OF ICB HOLDINGSSize of ICB Holdings No. of No. of ICB Holders % ICB Holdings %

Less than 100 0 0.00 0 0.00100 to 1,000 94 48.20 9,900 0.071,001 to 10,000 34 17.44 221,000 1.6610,001 to 100,000 46 23.59 1,622,700 12.17100,001 to 666,717 (less than 5% of issued ICB) 16 8.21 4,925,428 36.94666,718 and above (5% and above of issued ICB) 5 2.56 6,555,344 49.16

195 100.00 13,334,372 100.00

DIRECTORS’ INTEREST IN ICB AS PER REGISTER OF DIRECTORS’ ICB HOLDINGS Direct Interest Indirect Interest

Name of Director No. of No. of ICB % ICB %

1. Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah - - - -2. Tan Sri Dato’ Yap Yong Seong - - - -3. Yap Wee Chun - - - -4. Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus - - - -5. Dato’ Yap Wee Keat - - - -6. Cheong Wong Sang - - - -7. Hazli bin Ibrahim - - - -

TOP THIRTY ICB HOLDERS AS PER RECORD OF DEPOSITORS(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of ICB Holders No. of ICB %

1. AMSEC Nominees (Tempatan) Sdn Bhd AmBank (M) Berhad 2,487,653 18.66

2. UOBM Nominees (Tempatan) Sdn Bhd Investment Banking for Symphony Palace Sdn Bhd 1,348,191 10.11

3. Ong Ah Kim 1,013,000 7.60

4. Lim Guat See 907,600 6.81

5. Ong Yan Chen 798,900 6.00




TOP THIRTY ICB HOLDERS AS PER RECORD OF DEPOSITORS (Cont’d)(without aggregating the securities from different securities accounts belonging to the same Depositors)

No. Name of ICB Holders No. of ICB %

6. Loke See Ooi 610,000 4.57

7. Ong Kek Poh 500,000 3.75

8. Public Bank Berhad As Beneficial Owner (Mycom/Olympia) 429,844 3.22

9. RHB Capital Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Loke See Ooi (CEB) 423,700 3.18

10. Sabah Development Bank Berhad As Beneficial Owner 408,718 3.07

11. Bank Kerjasama Rakyat Malaysia Berhad 404,760 3.04

12. Boh Min Hai 404,200 3.03

13. RHB Capital Nominees (Tempatan) Sdn Bhd RHB Bank Berhad (Account 2) 341,738 2.56

14. Kewangan Bersatu Berhad 269,468 2.02

15. Tee See Kim 240,000 1.80

16. OSK Nominees (Tempatan) Sdn Berhad Pledged Securities Account for Lee Cheng Lock 234,500 1.76

17. TA Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Kho Li Jee 160,500 1.20

18. So Sun Sing 150,000 1.12

19. Ch’ng Chee Seng 120,000 0.90

20. HDM Nominees (Tempatan) Sdn Bhd Pledged Securities Account for Ang Mei Yu (M15) 118,000 0.88

21. Ong Bok Aun 110,000 0.82

22. Kwan Ah Mooi 95,000 0.71

23. Ong Peck Hoon 88,000 0.66

24. Yeu Boon Leng 80,000 0.60

25. Chuan Thong Huat 79,000 0.59

26. Chan Yan Wee 60,000 0.45

27. Tan Poh Leong 57,000 0.43

28. Ong Seng Yam 55,000 0.41

29. Lucky Star Pte. Ltd. 50,400 0.38

30. Anisha Kaur Bhullar A/P Kartar Singh 50,000 0.37

Total 12,095,172 90.70




Agenda

As Ordinary Business

1. To receive the Audited Financial Statements for the financial year ended 30 June 2011 together with the Reports of the Directors and Auditors thereon.

2. To approve the payment of Directors’ fees for the financial year ended 30 June 2011.

3. To re-elect the following Directors who are retiring by rotation pursuant to Article 85 of the Company’s Articles of Association: -

(i) Yap Wee Chun

(ii) Hazli bin Ibrahim

4. To consider and if thought fit, to pass the following Ordinary Resolutions in accordance with Section 129 of the Companies Act, 1965:

(i) “THAT Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to continue in office until the next Annual General Meeting.”

(ii) “THAT Tan Sri Dato’ Yap Yong Seong, retiring in accordance with Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director of the Company to continue in office until the next Annual General Meeting.”

5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the Directors to fix their remuneration

As Special Business

To consider and, if thought fit, to pass with or without any modifications, the following Ordinary Resolutions:

6. AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval of the relevant authorities, the Directors of the Company be and are hereby empowered to issue shares in the Company, at any time and upon such terms and conditions and for such purposes as the Directors may, in their absolute discretion, deem fit, provided that the aggregate number of shares issued pursuant to this Resolution does not exceed 10% of the issued capital of the Company for the time being AND THAT the Directors of the Company be and are also empowered to obtain the approval for the listing of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad AND FURTHER THAT such authority shall continue to be in force until the conclusion of the next Annual General Meeting of the Company.”

Resolution 1

Resolution 2

Resolution 3

Resolution 4

NOTICE IS HEREBY GIVEN THAT the Forty-Fourth Annual General Meeting of DutaLand Berhad (“the Company”) will be held at the Ballroom, Mezzanine Floor, Hotel Equatorial Kuala Lumpur, Jalan Sultan Ismail, 50250 Kuala Lumpur on Thursday, 24 November 2011 at 11.00 a.m. to transact the following businesses: -

Resolution 5

Resolution 6

Resolution 7

Resolution 8

NOTICE OF ANNUAL GENERAL MEETING


7. PROPOSED RENEWAL OF SHAREHOLDERS’ MANDATE FOR EXISTING RECURRENT RELATED PARTY TRANSACTIONS OF A REVENUE OR TRADING NATURE AND PROPOSED RENEWAL OF GENERAL MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS IN RELATION TO PROVISION OF FINANCIAL ASSISTANCE

“THAT, subject always to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, approval be and is hereby given for the renewal of the shareholders’ mandate for the Company and its subsidiaries (“DutaLand Group”) to enter into and give effect to specified recurrent related party transactions of a revenue or trading nature of the DutaLand Group with specified related parties as stated in Section 2.3.1 of Part B of the Circular to Shareholders dated 2 November 2011 and also for the renewal of the general mandate for the Company to enter into the recurrent related party transactions in relation to provision of financial assistance as stated in Section 2.3.2 of Part B of the Circular to Shareholders dated 2 November 2011 which are necessary for the day-to-day operations of the Company in the ordinary course of business and are carried out at arms’ length basis on normal commercial terms of the DutaLand Group and on terms not more favourable to the related parties than those generally available to the public and are not detrimental to the minority shareholders of the Company and such approval shall continue to be in force until:

(i) the conclusion of the next Annual General Meeting of the Company, at which time the said authority will lapse unless the authority is renewed by a resolution passed at a general meetingoftheCompany;or

(ii) the expiration of the period within which the next Annual General Meeting after the date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965 (“Act”) (but shall not extend to such extension as may be allowed pursuant to Section 143(2) of the Act);or

(iii) revoked or varied by a resolution passed by the shareholders of the Company in a general meeting,

whichever is the earlier,

AND THAT authority be and is hereby given to the Directors of the Company to complete and do all such acts and things as they may consider necessary or expedient in the best interest of the Company (including executing all such documents as may be required) to give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.”

8. To transact any other business of which due notice shall have been given.

BY ORDER OF THE BOARD

YAP SIEW KHIM (MAICSA 7010093)LIM YOKE SI (MAICSA 0825971)PANG SIOK TIENG (MAICSA 7020782)Company Secretaries

Kuala Lumpur2 November 2011

NOTICE OF ANNUAL GENERAL MEETING (CONT’D)

Resolution 9


Notes

1. A proxy need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time appointed for holding the meeting or adjourned meeting thereof.

3. A member shall be entitled to appoint more than one proxy to attend and vote at the same meeting and where a member appoints more than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

4. If the appointor is a corporation, the form of proxy must be executed under its Common Seal or under the hand of its attorney.

5. Explanatory Notes:

Resolution 2 The proposed payment of Directors’ fees of RM161,470 for Independent Directors of the Company who have served during the

financial year is reflective of their responsibilities. The proposed payment, if approved by shareholders shall be for the financial year ended 30 June 2011 and for each year thereafter, shall be determined by the Company in a general meeting.

Resolution 8 The Ordinary Resolution proposed under item 6 is for the purpose of seeking a renewal of the general mandate to empower the

Directors of the Company pursuant to Section 132D of the Companies Act, 1965, from the date of the above Meeting, to issue and allot ordinary shares from the unissued share capital of the Company for such purposes as the Directors of the Company consider would be in the interest of the Company. This authority will, unless revoked or varied at a General Meeting, expire at the next Annual General Meeting of the Company.

This authority will provide flexibility to the Company for allotment of shares for any possible fund raising activities, including but not limited to placement of shares, funding future investment(s) and/or working capital.

As at the date of this Notice, the Company did not implement its proposal for new allotment of shares under the general mandate pursuant to Section 132D of the Companies Act, 1965 as granted at the Forty-Third Annual General Meting of the Company held on 11 November 2010.

Resolution 9 The Ordinary Resolution 9 proposed under item 7 of the Agenda, if passed, will allow the Company and/or any of its subsidiaries

and related companies to enter into recurrent related party transactions of a revenue or trading nature and to provide financial assistance which are necessary for the day-to-day operations of the Company with the related parties. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next Annual General Meeting, or the expiration of the period within which the next Annual General Meeting is required by law to be held, or revoked or varied by a resolution passed by the shareholders of the Company in general meeting, whichever is earlier. Shareholders are directed to refer to Part B of the Circular to Shareholders dated 2 November 2011 for further information.

NOTICE OF ANNUAL GENERAL MEETING (CONT’D)


Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, there are no individuals who are standing for election at the Forty-Fourth Annual General Meeting.

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

DutaLand Berhad (7296-V)

* I/We

* NRIC/Passport/Company No. Mobile Phone No.:

Address :

being a member of DutaLand Berhad (“the Company”) hereby appoint: -

1. Name of Proxy : NRIC No. :

Address :

No. of Shares Represented :

or failing *him/her,

2. Name of Proxy : NRIC No. :

Address :

No. of Shares Represented :

or failing * him/her, the Chairman of the Meeting as * my/our Proxy to vote for * me/our behalf at the Forty-Fourth Annual

General Meeting of the Company to be held at the Ballroom, Mezzanine Floor, Hotel Equatorial Kuala Lumpur, Jalan Sultan

Ismail, 50250 Kuala Lumpur on Thursday, 24 November 2011 at 11.00 a.m. and at any adjournment thereof.

RESOLUTIONS ORDINARY BUSINESS FOR AGAINST

1 Receipt of Audited Financial Statements for the financial year ended 30 June 2011 and the Reports of the Directors and Auditors thereon

2 Approval of payment of Directors’ fees

3 Re-election of Yap Wee Chun as Director

4 Re-election of Hazli bin Ibrahim as Director

5 Re-appointment of Tan Sri Dato’ Haji Lamin bin Haji Mohd Yunus as Director

6 Re-appointment of Tan Sri Dato’ Yap Yong Seong as Director

7 Re-appointment of Messrs Ernst & Young as Auditors and authority to the Directors to fix the Auditors’ remuneration

SPECIAL BUSINESS

8 Ordinary Resolution : Authority To Issue Shares Pursuant To Section 132D Of The Companies Act, 1965

9 Ordinary Resolution : Proposed Renewal Of Shareholders’ Mandate For Existing Recurrent Related Party

Transactions Of A Revenue Or Trading Nature And Proposed Renewal Of General Mandate For Recurrent Related Party Transactions In Relation To Provision Of Financial Assistance

(Please indicate with an “X” in the appropriate box against the resolution on how you wish your proxy to vote. If no instruction is given, this form will be taken to authorise the proxy to vote at his/her discretion)

Signed this day of 2011.

Signature / Common Seal of Shareholder

Notes 1. A proxy need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.

2. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time

appointed for holding the meeting or adjourned meeting thereof.

3. A member shall be entitled to appoint more than one proxy to attend and vote at the same meeting and where a member appoints more

than one proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy.

4. If the appointor is a corporation, the form of proxy must be executed under its Common Seal or under the hand of its attorney.

* Delete where not applicable

Form of Proxy CDS account no. of authorised nominee

No. of Shares held

#

Fold here

Fold here

The Company Secretaries

DutaLand Berhad (7296-V)

Level 23, Menara Olympia,No. 8, Jalan Raja Chulan,50200 Kuala Lumpur,Malaysia.

AFFIXSTAMP

dutaland berhad

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