jland05 1 nonacs - jland.com.my · laporan tahunan 41 2005 annual report 20-21 august/ogos bandar...

40 Johor Land Berhad(12379-K)

2005

corporate diaryd i a r i k o r p o r a t 2 0 0 5

11 January/JanuariOfficial Launching & Orientation Program ofTunas Bistari 2005. JLand contributedRM150,000 to the programmes.

Majlis Pelancaran & Perasmian ProgramOrientasi Tunas Bistari 2005. JLand telahmenyumbang sebanyak RM150,000untuk program berkenaan.

21 April/AprilJLand participated in “Maulidur Rasul2005” at Masjid Jamek, Pasir Gudang.

JLand menyertai Majlis Maulidur Rasul2005 di Masjid Jamek, Pasir Gudang.

2 February/FebruariSite Visit to Bandar Dato’ Onn by Boardof Director, JLand.

Lawatan ke tapak bina Bandar Dato’ Onnoleh Ahli Lembaga Pengarah, JLand.

9 April/AprilOfficial Opening Ceremony of New SalesOffice, Tiram by Mr. Mohd Talhar BinAbdul Rahman, Chairman of JLand.

Majlis Pembukaan Rasmi Pejabat Jualan,Tiram oleh En. Mohd Talhar Bin AbdulRahman, Pengerusi JLand.

26 January/JanuariPedoman Meeting was held at 25thFloor, Menara Hall, KOMTAR Johor Bahru.

Majlis Pedoman diadakan di Tingkat 25,Dewan Menara KOMTAR, Johor Bahru.

29 April/AprilCompany Visit from Binaraya PKINK Sdn.Bhd. at Sales Office, Pasir Gudang.

Lawatan Syarikat dari Binaraya PKINKSdn. Bhd. di Pejabat Jualan, Pasir Gudang.

6 May/MeiExclusive Interview by Business Timeswith Mr. A.F.M Shafiqul Hafiz, ManagingDirector of JLand.

Temuramah Eksklusif oleh BusinessTimes bersama En. A.F.M Shafiqul Hafiz,Pengarah Urusan JLand.

23 July/Julai“Hari Mesra” JLand was held at WaterCity Resort, Malacca.

Hari Mesra JLand diadakan di Water CityResort, Melaka.

24 May/MeiThe 30th Annual General Meeting andExtraordinary General Meeting of JLandwas held at Delima Room, Puteri PanPacific Hotel, Johor Bahru.Mesyuarat Agung Tahunan Kali ke 30dan Mesyuarat Agung Luarbiasa JLanddiadakan di Bilik Delima, Hotel Puteri PanPacific, Johor Bahru.

23 August/OgosOfficial Naming Ceremony of BandarDato’ Onn by Y.B. Dato’ Sri HishammuddinTun Hussein, Minister of Education.

Majlis Perasmian Penamaan Bandar Dato’Onn oleh Y.B. Dato’ Sri HishammuddinTun Hussein, Menteri Pelajaran Malaysia.

41Laporan Tahunan2005

Annual Report

20 -21 August/OgosBandar Dato’ Onn Carnival was held atKompleks Nusa Mutiara, Tebrau JohorBahru.

Karnival Bandar Dato’ Onn diadakan diKompleks Nusa Mutiara, Tebrau, JohorBahru.

2 August/OgosExclusive Interview by The Edge with Mr. A.F.M Shafiqul Hafiz, ManagingDirector of JLand.

Temuramah Eksklusif oleh The Edgebersama En. A.F.M Shafiqul Hafiz,Pengarah Urusan JLand.

26 August/OgosJLand donated the sum of RM120,000 toan orphanage home, Darul Hanan inPasir Gudang.

JLand menyumbang sejumlah RM120,000kepada rumah anak-anak yatim DarulHanan di Pasir Gudang.

14 September/SeptemberJLand organised an Analyst Briefing toPreferred Analyst.

JLand mengadakan “Analyst Briefing”untuk Juruanalisa Terpilih.

26 - 27 October/OktoberThe 2005 ICC Convention JLand washeld at Dewan Menara, Komtar.

Konvensyen ICC JLand 2005 diadakan diDewan Menara, Komtar.

22 - 24 November/NovemberNational ICC Convention was held atIstana Hotel, Kuala Lumpur (Merger DotCom, X-Best and Get-Max Group won thebest top ten group. Dahlia and OsmosisGroup won 3 star award).

Konvensyen ICC Kebangsaan diadakan diHotel Istana, Kuala Lumpur (KumpulanMerger Dot Com, X-Best dan Get-Maxmemenangi antara sepuluh kumpulanterbaik. Kumpulan Dahlia dan Osmosismemperolehi Anugerah 3 Bintang).

28 November/November - 2 December/Disember“Hari MEKAR”, Johor Corporation Groupwas held at ESSET, Bangi, Selangor.(JLand was declared as the OverallWinner in 2005, for the sixth consecutiveyear).

Hari MEKAR, Kumpulan JohorCorporation diadakan di ESSET, Bangi,Selangor. (JLand telah diumumkansebagai Pemenang Keseluruhan bagitahun 2005, untuk tahun ke enamberturut-turut).

Audit CommitteeTerms of Reference

The Audit Committee was established on September 2, 1996 to act as a Committee for the Board of Directors.

Composition of Members

Objectives

The objectives of the Audit Committee are:-

(a) To ensure compliance with Paragraph 15, Part C of the Bursa Malaysia Securities Berhad Listing Requirements.

(b) To ensure the independence of the External Auditors, the integrity of management, and the adequacy of disclosures toshareholders.

(c) To assist the Board of Directors in fulfilling its fiduciary responsibilities by ensuring that the results of internal and externalaudit findings are fully considered and properly resolved.

Composition

The Board shall elect an Audit Committee, comprising not fewer than three members of whom the majority must be IndependentDirectors. The Chairman of the Committee shall be appointed by the Board.

Meetings of the Audit Committee

1. The Audit Committee is to meet not less than four times a year.

2. The quorum for each meeting shall be two members of the Audit Committee both of whom shall be Independent Directors.

3. The Committee may regulate its own procedures in respect of the convening of meetings, the notice to be given of suchmeetings, the voting and proceedings thereof, the keeping of minutes and the custody, production and inspection of suchminutes.

4. The Chairman of the Committee shall submit a report of each meeting to the Board.

5. The Managing Director, the Group Financial Controller and the Head of Audit attended all meetings. Other members of seniormanagement attended some of the meetings upon invitation of the Audit Committee. The Company Secretary is the Secretaryto the Committee.

6. During the financial year ended December 31, 2005 the Audit Committee held a total of 4 meetings. The details of attendanceof the Committee Members are as per table above.

Members Attendance

Feb 16 May 17 August 18 November 16

Mahlil Bin Omar ✓ ✓ ✓ ✓(Chairman/Independent Non Executive Director)

Kua Hwee Sim ✓ ✓ ✓ ✓(Independent Non Executive Director)

Azizah Binti Abdul Rahman (appointed on June 1, 2005) ✕ ✕ ✓ ✓(Non Independent Non Executive Director)

Syed Aziz Bin Othman (demised on April 21, 2005) ✓ ✕ ✕ ✕(Non Independent Non Executive Director)


audit committee report

Authority

The Committee is authorised by the Board:-

(a) To investigate any matter within its terms of reference;

(b) To have the resources which are required to perform itsduties;

(c) To have full and unrestricted access to any informationpertaining to the listed issuer;

(d) To have direct communication channels with theexternal auditors and person(s) carrying out the internalaudit function or activity (if any);

(e) To be able to obtain independent professional or otheradvice;

(f) To be able to convene meetings with the ExternalAuditors, excluding the attendance of the executivemembers of the Committee, whenever deemednecessary.

Functions

Pursuant to Para 15.13 of the Bursa Malaysia SecuritiesBerhad Listing Requirements, the Committee amongst others,shall review, appraise and report to the Board on:-

(a) The appointment of the External Auditors, their auditfees and in the event of their resignation or dismissalwith full explanatory statements.

(b) The adequacy of the scope, functions and resources ofthe internal audit function and results of the internalaudit procedures.

(c) The quality and effectiveness of the entire accountingand internal control system of the Group.

(d) The adequacy of the audit effort by both the Externaland Internal Auditors.

(e) The adequacy of the disclosures of information essentialto give a true and fair presentation of the financialaffairs of the Group.

(f) Any material discoveries of adjustments made by theExternal or Internal Auditors.

(g) The quarterly results and yearly financial statements,prior to the approval by the Board, focusing particularlyon:-

i. Changes in major accounting policies and theirimplementation and the effects of such changes;

ii. Significant and unusual events; and

iii. Compliance with stated accounting standards andother legal requirements.

(h) Any related party transactions and conflict of interestsituation that may arise, including any transactions,procedures or course of conduct that raise question ofmanagement integrity.

(i) The assistance given by the employees to the ExternalAuditors.

(j) Any such other functions as may be agreed to by theCommittee and the Board.

Summary of Activities

The Committee has during the financial year endedDecember 31, 2005 discharged the following functions:-

(a) Reviewed the unaudited quarterly results and financialstatements of the Company and its subsidiaries.

(b) Reviewed the financial statements of the Group andCompany for the financial year ended December 31,2005 with the External Auditors and discussed before itwas approved by the Board.

(c) Reviewed and endorsed the Audit Plan of the Group forthe financial year ended December 31, 2005.

(d) Deliberated Audit Report on audit assignments.

(e) Reviewed and discussed recent developments onaccounting and auditing standards issued by theMalaysian Accounting Standards Board.

(f) Reviewed the related party transactions entered into bythe Company and JCorp Group of Companies.

(g) Met with the External Auditors without the presence ofthe Management, pursuant to the Best Practices ofMalaysian Code of Corporate Governance.

Internal Audit Function

The Internal Auditors of the Company are independent toperform all the planned activities with impartiality, proficiencyand due professional care. The Internal Auditors will reportdirectly to the Audit Committee. In carrying out the scope oftheir duties, the Audit Committee updated the Board fromtime to time on the issues and concerns discussed duringthe Audit Committee Meetings including those revised by theExternal Auditors and where appropriate, made the necessaryrecommendations to the Board.


Annual Report

45 • Statement on Corporate Governance • 48 • Statement onInternal Control • 50 • Statement on Directors’ Responsibility • 51 • Additional Disclosure Information •


CORPORATE

GOVERNANCE INTEGRITY, TRANSPARENCY & PROFESSIONALISM

statement on corporate governance


Annual Report

DIRECTORS TOTAL PERCENTAGE

Tan Sri Dato’ Muhammad Ali Hashim (appointed on January 1, 2006) – –

Mohd Talhar Bin Abdul Rahman 4/4 100%

A.F.M Shafiqul Hafiz 4/4 100%

Ahamad Bin Mohamad 3/4 75%

Dato Hj Hassan Bin Hj Mohd Yunos (appointed on August 1, 2005) 2/2 100%

Mahlil Bin Omar 3/4 75%

Kua Hwee Sim 4/4 100%

Md Tamyes Bin A Rahim 4/4 100%

Azizah Binti Abdul Rahman 4/4 100%

Syed Aziz Bin Othman (demised on April 21, 2005) 1/1 100%

Pursuant to Paragraph 15.26 of the Listing Requirements of Bursa Malaysia Securities Berhad

THE BOARD OF JOHOR LAND BERHAD ("JLAND") SUBSCRIBES TO AND SUPPORTS THE MALAYSIAN CODE ONCORPORATE GOVERNANCE ("THE CODE") AS A MINIMUM BASIS FOR PRACTICES ON CORPORATEGOVERNANCE. THE BOARD ALSO ACKNOWLEDGES THAT CORPORATE GOVERNANCE IS AN ONGOINGPROCESS THAT FROM TIME TO TIME REQUIRES REASSESSMENT AND REFINEMENT.

EXCEPT FOR MATTERS SPECIFICALLY IDENTIFIED, THE BOARD, TO THE BEST OF THEIR KNOWLEDGE,CONFIRMS THAT THE GROUP HAS APPLIED THE PRINCIPLES AS SET OUT IN PART 1 AND COMPLIED WITHTHE BEST PRACTICES AS SET OUT IN PART 2 OF THE CODE THROUGHOUT THE FINANCIAL YEAR ENDEDDECEMBER 31, 2005.

THE BOARD OF DIRECTORS

The BoardThe Directors in JLand bring a wide range of professional, business and financial experience relevant to the direction of the Group.The Board as part of its leadership role, co-ordinates and delegates specific responsibilities to the Audit Committee as one of theworking subcommittees of the Board. The Audit Committee has the authority to examine particular issues and report back to theBoard with their recommendations. The ultimate responsibility for the final decisions and recommendations on all mattersemanating from this Committee, however, lies with the Board.

During the financial year ended December 31, 2005, the Board conducted four (4) meetings and the details of attendances of eachDirector are as below:-

Board BalanceThe Board comprises a Non Independent Non Executive Chairman, the Managing Director, four (4) Independent Non ExecutiveDirectors and three (3) Non Independent Non Executive Directors. The Managing Director has the principal responsibility ofreporting, clarifying and communicating matters to the Board. The Board has also appointed Dato Hj Hassan Bin Hj Mohd Yunosas the Senior Independent Non Executive Director, replacing the late Syed Aziz Bin Othman, to whom concerns may be conveyed.

Supply of InformationThe Management has a responsibility and duty to provide the whole Board with all the information, of which they are aware, to facilitatethe discharge of the Board’s responsibilities. The Board therefore expects to receive all material information about the Group, itsoperating units, its activities and performance. As a general rule, papers on specific subjects are sent to the Board in advance so thattime at the Board meeting can be conserved and used for focused discussion.

There are matters reserved specifically for the Board’s decision, including the approval of corporate plans and budgets, acquisitionsand disposals of assets that are material to the Group, major investments, changes to management and control structure of the Group.The Directors, whether as a full Board or in their individual capacity, have the right to have access to all information within theCompany and to take independent advice, where necessary, in the furtherance of their duties at the Group’s expense. Directorsare also entitled to have access to the advice and services of the Company Secretary.

statement on corporate governance


Directors’ TrainingThe Board took note of the amendments to the ListingRequirements of Bursa Malaysia Securities Berhad whichstated that the board of directors of listed companies willassume the onus of determining or overseeing the trainingneeds of their directors.

NOMINATION AND REMUNERATION

Procedure The Board has approved the dissolution of the Nomination andRemuneration Committee with effect from September 30, 2005.Further, the Board also approved that the functions of theCommittee be taken over by the Nomination and RemunerationCommittee of JCorp, the Ultimate Holding Corporation of JohorLand Berhad in tandem with the aim of pooling resources andformulating the best policies in the engagement of Directorsand top management personnel of Public Listed Companiesunder JCorp Group of Companies. The Committee wasestablished on July 11, 2005 and conducted its first meeting onDecember 22, 2005. Tan Sri Dato’ Muhammad Ali Hashim andA.F.M Shafiqul Hafiz are also members of the Nomination andRemuneration Committee of JCorp. Tan Sri Dato’ Muhammad AliHashim also chairs this Committee.

Appointment of New DirectorsThe number and composition of Board membership arereviewed on a regular basis to ensure the effectiveness of theBoard for the long term interest of the Company. In the eventof a need to appoint new member(s) of the Board, JCorp, asthe Ultimate Holding Corporation in its Nomination andRemuneration Committee will nominate a qualified candidate

with the required core competency to effectively dischargehis/her role as a Director of the Company. In any case, theappointment of the Board Member(s) is effected only after theofficial approval by the Board.

Re-ElectionIn accordance with the Company’s Articles of Association, allDirectors are subject to election by shareholders at the firstopportunity after their appointment. The Articles provides thatone-third or the number nearest to one-third of the Directors aresubject to re-election by rotation at each Annual General Meetingincluding the Managing Director, who shall retire from office atleast once every three years but shall be eligible for re-election.

Directors’ RemunerationThe Committee is responsible for making recommendations onthe framework, policy and procedures in reviewing anddetermining the specific remuneration package of theExecutive Directors and Senior Management employed inJCorp Group of Companies, including Johor Land Berhad.

The objectives of the remuneration policy are:• to ensure that individual rewards and incentives fairly

relate to the performance of the individual, the Companyand the interests of shareholders; and

• to attract and retain the most qualified and experiencedsenior executives.

The Committee, where appropriate, seeks independent advice andalso has access to pooled information on the latest remunerationand compensation packages practised in the market.

The details of the remuneration paid/payable to each Directorfor the financial year are as below:-

Basic Fees & Bonuses Benefits-Salary Allowances & Others in-kind Total

Directors (RM) (RM) (RM) (RM) (RM)Tan Sri Dato’ Muhammad Ali Hashim (appointed on January 1, 2006) – – – – –Non Independent Non Executive Chairman

Mohd Talhar Bin Abdul Rahman (resigned as Chairman on January 1, 2006) – 48,000 – – 48,000Non Independent Non Executive Deputy Chairman

A.F.M Shafiqul Hafiz 247,800 107,545 172,432 52,430 580,207Executive / Managing Director

Ahamad Bin Mohamad – 24,000 – – 24,000Non Independent Non Executive Director

Md Tamyes Bin A Rahim – *24,000 – – 24,000Non Independent Non Executive Director

Azizah Binti Abdul Rahman (appointed on January 10, 2005) – 23,400 – – 23,400Non Independent Non Executive Director

Kua Hwee Sim – 24,000 – – 24,000Independent Non Executive Director

Mahlil Bin Omar – 24,000 – – 24,000Independent Non Executive Director

Dato Hj Hassan Bin Hj Mohd Yunos (appointed on August 1, 2005) – 10,000 – – 10,000Independent Non Executive Director

* Director’s fees paid to pool fund of Kulim (Malaysia) Berhad


Annual Report

SHAREHOLDERS

(a) Relationship with Shareholders and InvestorsThe Annual General Meeting will be the principal forum for dialogue with shareholders. To ensure that shareholders andinvestors are well informed of major developments of the Group, information is disseminated to shareholders and investorsthrough various disclosures and announcements to Bursa Malaysia Securities Berhad which include quarterly financial results,as well as through the annual report and where appropriate, circulars and press releases. However, any information that maybe regarded as undisclosed material information about the Group will be safeguarded.

The Group also maintains a website www.jland.com.my for shareholders and public to access corporate information and newevents related to the Group.

(b) Annual General MeetingAt each Annual General Meeting, the Chairman presents the progress and performance of the business and encouragesshareholders to participate in the question and answer session. Members of the Board and Senior Management are presentand available to respond to shareholders’ questions during the meeting. Item of special business included in the notice ofthe meeting will be accompanied by a full explanation of the effects of a proposed resolution.

ACCOUNTABILITY AND AUDIT

(a) Financial ReportingIn presenting the annual financial statements and quarterly announcement to shareholders, the Board aims to present abalanced and an understandable assessment of the Group’s position and prospects.

(b) Internal ControlThe Statement on Internal Control is set out in page 48 and 49 of this Annual Report provides an overview of the Group’sapproach in maintaining a sound system of internal control to safeguard shareholders’ investment and the Group’s assets.

(c) Relationship with the AuditorsThe Board through the Audit Committee has maintained an appropriate relationship with the External Auditors and there is aformal and transparent arrangement in the review of the External Auditors’ audit plan, report, internal control issues andprocedures. Representatives from the External Auditors were also invited to attend every Audit Committee Meeting. The AuditCommittee also met with the External Auditors without the presence of the Management and the Executive Board Members.

(d) Audit CommitteeThe report by the Audit Committee for the financial year is provided in page 42 and 43 of this Annual Report.

Signed on behalf of the Board of Directors in accordance with their resolution dated February 27, 2006.

TAN SRI DATO’ MUHAMMAD ALI HASHIM A.F.M SHAFIQUL HAFIZChairman Managing Director


statement on internal control

Pursuant to Paragraph 15.27(b) of the Listing Requirements of Bursa Malaysia Securities Berhad

THE BOARD RECOGNISES THE IMPORTANCE OF SOUND INTERNAL CONTROL AND RISKMANAGEMENT PRACTICES FOR GOOD CORPORATE GOVERNANCE AND ENDEAVOURSTO MAINTAIN AN APPROPRIATE GROUP-WIDE SYSTEM OF INTERNAL CONTROL ANDRISK MANAGEMENT. THE BOARD ACKNOWLEDGES ITS ULTIMATE RESPONSIBILITY FORTHE GROUP’S SYSTEMS OF INTERNAL CONTROLS COVERING NOT ONLY FINANCIALCONTROLS BUT ALSO OPERATIONAL AND COMPLIANCE CONTROLS AS WELL AS RISKMANAGEMENT, AND FOR REVIEWING THE ADEQUACY AND INTEGRITY OF THOSESYSTEMS IN ACHIEVING THE FOLLOWING OBJECTIVES:

• Effective and efficient accomplishment of goals and operations.• Reliability and integrity of financial information and records.• Compliance with applicable laws, rules, regulations, policies and procedures, contracts

and corporate governance requirements.• Safeguarding and economical and efficient use of the Company’s resources/assets.

The internal control systems, no matter how well designedand operated, are to manage and control risk rather thaneliminate the risk entirely and can provide only reasonableassurance to the Board and the Management regardingachievement of the entity’s objectives. The likelihood ofachievement is affected by inherent limitation in all internalcontrol systems.

In making the Internal Control Statement for the Group, theBoard wishes to inform that pursuant to Para 46 of theGuidance, it has excluded the assessment of controls onassociated company.

The Board has reviewed the adequacy and integrity of thesystem of internal control including any material internalcontrol aspects of any significant problems disclosed in theannual report through the following process:-

• Audit Committee ReportThe review of the adequacy and integrity of the Group’sinternal control system is the delegated responsibility ofthe Audit Committee. On a periodic basis, the AuditCommittee assesses the adequacy and integrity of theinternal control system through independent reviewsconducted and reports it received from the InternalAudit Function, Management and External Auditors.Ongoing and meaningful dialogue further contributes toits understanding of the Company’s business andoperations of the internal control system. Significantinternal control matters that are brought to the attentionof the Audit Committee will be highlighted to the Board.


Annual Report

• Internal Audit Internal Audit is an integral part of the internal controlsystem. It is a control and monitoring device thatoversees other controls. The Internal Audit throughscheduled visits provides independent and objectiveassurance to the Board and the Management about theadequacy and effectiveness of the internal controlsystems, risk management activities and governanceprocesses of the Company.

• External AuditorsThe External Auditors are engaged to express anopinion on the financial statements. An audit alsoincludes assessing the accounting principles used andsignificant estimates made by the Directors, as well asevaluating the overall financial statements presentation.The External Auditors shall report to the Managementany material weaknesses which come to their attentionduring the audit.

• Risk Management ReportManaging risk is about deliberating the set of actions toidentify and manage events that could lead to negativeconsequences or loss of opportunities and to shift theodds in favour of the Company’s operations andmeeting its objectives. As such JLand continuouslyweighs various aspects of its development projects inorder to manage the risks associated with it.

Through the risk management activit ies, theManagement had identified possible risks affecting theCompany and has implemented various controlmechanism (preventive, detective or corrective controls)to minimise the residual risks. The Board continuallyreviews the adequacy and effectiveness of the riskmanagement procedures across the various operatingsubsidiaries in the Group. Periodic reviews were alsoconducted to determine the existence of new risk andwhether the risks previously identified remainedrelevant.

While the Board maintains ultimate control over risk andcontrol issues, the implementation of the system of riskmanagement and internal control within an establishedframework has been delegated to the Audit Committeeand the Risk Management Committee which consists ofall Head of Departments.

Based on the assessment of the internal control systems ofthe Group, the Board is of the view that there is an on-goingprocess for identifying, evaluating, monitoring and managingthe significant risks affecting the achievement of its businessobjectives in their daily activities throughout the financialyear up to the date of approval of the annual report and issufficiently in line with the Malaysian Code on CorporateGovernance and the Guidance. The system of internalcontrols that exist throughout the financial year provides alevel of confidence on which the Board relies for assurance.For the financial year under review, it has not resulted in anymaterial losses, contingencies or uncertainties that wouldrequire separate disclosure in the Annual Report.

Signed on behalf of the Board of Directors in accordancewith their resolution dated February 27, 2006.


Pursuant to Paragraph 15.27(a) of the Listing Requirements of Bursa Malaysia Securities Berhad

The Directors consider that, in preparing the financial statements of the Group and of the Company for the financial year endedDecember 31, 2005, the Group and the Company have used appropriate accounting policies, consistently applied and supportedby reasonable and prudent of judgements and estimates. The Directors also consider that all applicable approved accountingstandards in Malaysia have been followed and confirm that the financial statements have been prepared on a going concern basis.

The Directors are responsible for ensuring that the Company and its subsidiaries keep accounting records which disclose withreasonable accuracy at any time the financial position of the Group and of the Company and which enable them to ensure thatthe financial statements comply with the provisions of the Companies Act, 1965. The Directors are also responsible for taking suchsteps as are reasonably open to them to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

Signed on behalf of the Board of Directors in accordance with their resolution dated February 27, 2006.


statement on directors’ responsibility


additional disclosure information


Annual Report

Pursuant to the Listing Requirements of Bursa Malaysia Securities Berhad

Utilisation of ProceedsThe Company did not implement any fund raising exerciseduring the financial year.

Share Buy-backThere were no shares buy-backs during the financial year.

As at December 31, 2005, the Company repurchased833,000 units of its issued shares from the open market. Thetotal shares repurchased are being held as treasury sharesand carried at cost in accordance with the requirement ofsection 67A of the Companies Act 1965. None of the treasuryshares has been resold, cancelled or distributed as sharedividends as at the date of this report.

Option, warrants or Convertible SecuritiesNo options, warrants or Convertible Securities were exercisedduring the financial year.

American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”)The Company did not sponsor any ADR or GDR programmeduring the financial year.

Sanctions and/or PenaltiesThere were no public sanctions and/or penalties imposed onthe Company and its subsidiaries, Directors or managementby any regulatory bodies during the financial year.

Non-audit feesThe amount of non-audit fees paid to the External Auditorsby the Group for the financial year ended December 31,2005 is as follows:

Auditors Services RM

Deloitte and Professional fee for services Touche rendered in relation with the

review of Statement onInternal Control 1,000

Variation in resultsThere was no material variation between the audited resultsfor the financial year ended December 31, 2005 and theunaudited results previously released for the financial quarterended December 31, 2005.

Profit GuaranteeThe Company did not make any arrangement during thefinancial year which requires profit guarantee.

Material ContractsThere was no other material contracts entered into by theCompany and/or its subsidiaries involving Directors andmajor shareholders’ interests subsisting at December 31,2005 or entered into since the end of the previous financialyear ended December 31, 2004 except as disclosed underNote 25 of the financial statements on page 90 to 92.

At an Extraordinary General Meeting held on Tuesday, May 24, 2005, the Company obtained a Shareholders’ mandate to allow theGroup to enter into recurrent related party transactions of a revenue or trading nature with the following parties:-

Actual Value ofTransaction from

January 1 toRelationship of December 31,

Company Transacting Party Nature of Transaction transacting party 2005 (RM)

JLand and/orsubsidiaries KMB 1. Sale of fresh fruit bunches through KMB: A subsidiary of JCorp, a

– sales value major shareholder of JLand, 2,613,136– commission payable to KMB by virtue of Section *65,328

2. Management of oil palm estate by KMB 6A of the Act^ *267,442

2,945,906

JLand and/or Harta Consult Rental of office space to JLand and A wholly-owned subsidiary of JCorp, *502,357subsidiaries Sdn Bhd related expenses a major shareholder of JLand,

by virtue of Section 6A of the Act^

JLand and/or Pro Communication Advertising and promotion services A subsidiary of JCorp via *170,515subsidiaries Services Sdn. Bhd. provided to JLand Group Tajasukan Sdn Bhd^

JLand and/or Teraju Fokus Sdn. Bhd. Security services provided to JLand Group A wholly-owned subsidiary of JCorp, *683,270subsidiaries a major shareholder of JLand, by

virtue of Section 6A of the Act^

JLand and/or JCorp Miscellaneous services rendered by JCorp JCorp is a major shareholder of JLand *92,957subsidiaries (for example secretarial services, staff by virtue of Section 6A of the Act^

training, legal advisory, rental, internal audit services)

JLand and/or JCorp Group Sale of houses, shops, shop offices and other JCorp is a major shareholder of JLand 1,732,491subsidiaries types of development on land registered in the by virtue of Section 6A of the Act^

name of JCorp Group for which JLand has acquired from JCorp Group the said land. The entire proceeds of the sale accrue to JLand

* Denotes amounts payable by JLand to transacting parties^ Interested directors, major shareholders and persons connected are as follows:-(i) Mohd Talhar Abdul Rahman is a Non Independent Non Executive Deputy Chairman of JLand and partner of a firm of professional valuers, Messrs C H Williams Talhar & Wong Sdn. Bhd.

that provides professional services to JLand via the JCorp Group (resigned as chairman with effect form January 1, 2006)(ii) A.F.M. Shafiqul Hafiz is the Managing Director of JLand and also holds directorships in various other companies within the JCorp Group.(iii) Ahamad bin Mohamad is the Managing Director of KMB and also holds directorships in various other companies within the JCorp Group.(iv) Azizah binti Abdul Rahman is a Non Executive Director of JLand and also holds directorships in various other companies within the JCorp Group.(v) Md Tamyes bin Hj. A. Rahim is a Non Executive Director of JLand and also holds directorships in various other companies within the JCorp Group.(vi) Kua Hwee Sim is an independent Non Executive Director of KMB and also holds independent directorships in various other companies within the JCorp Group.(vii) Mahlil bin Omar is an Independent Non Executive Director of JLand and also a director and Chairman of Harta Consult Sdn. Bhd. as well as a director and Chairman of Damansara Harta

Management Sdn. Bhd, a company within the JCorp Group.


additional disclosure information


Annual Report

FINANCIALSTATEMENTSFOR THE YEAR ENDED DECEMBER 31, 2005

54 Directors’ Report

59 Report of the Auditors

60 Income Statements

61 Balance Sheets

62 Statements of Changes in Equity

64 Cash Flow Statements

67 Notes to the Financial Statements

100 Statement by Directors

101 Declaration by the Officer PrimarilyResponsible for the FinancialManagement of the Company


directors’ report

The directors of JOHOR LAND BERHAD have pleasure in submitting their report and the audited financial statements ofthe Group and of the Company for the financial year ended December 31, 2005.

PRINCIPAL ACTIVITIES

The Company is principally involved in housing development, investment holdings, contracting activities and operations ofoil palm estates.

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

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

RESULTS OF OPERATIONS

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

The TheGroup Company

RM RM

Profit before tax 16,400,528 13,682,093Income tax expense (4,832,554) (3,846,784)

Profit after tax 11,567,974 9,835,309Minority interests 111,575 –

Net profit for the year 11,679,549 9,835,309

In the opinion of the directors, the results of the operations of the Group and of the Company during the financial yearhave not been substantially affected by any item, transaction or event of a material and unusual nature.

DIVIDENDS

A final dividend of 4%, less tax, amounting to RM3,489,610 in respect of ordinary shares for the previous financial yearwas declared and paid by the Company during the financial year.

The directors declared an interim dividend of 4%, less tax, amounting to RM3,489,610 in respect of the current financialyear on February 27, 2006. The said dividend will be paid by the Company on April 21, 2006.

RESERVES AND PROVISIONS

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


Annual Report

ISSUE OF SHARES AND DEBENTURES

The Company has not issued any new shares or debentures during the financial year.

At the Extraordinary General Meeting held on May 24, 2005, the Company’s shareholders renewed the scheme to repurchaseits own shares. The Directors of the Company are committed to enhance the value of the Company to its shareholders andbelieve that the repurchase scheme can be applied in the best interest of the Company and its shareholders.

During the financial year, the Company did not repurchase any of its own shares.

The number of outstanding shares in issue after deducting treasury shares held at the financial year end is 121,167,000ordinary shares of RM1 each.

Treasury shares have no rights to voting, dividends and participation in any other distribution. Treasury shares shall notbe taken into account in calculating the number or percentage of shares or of a class of shares in the Company for anypurposes including substantial shareholding, take-overs, notices, the requisitioning of meetings, the quorum for a meetingand the result of a vote on a resolution at a meeting.

None of the treasury shares has been resold or distributed as share dividends during the financial year.

SHARE OPTIONS

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

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

OTHER FINANCIAL INFORMATION

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

(a) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowancefor doubtful debts and have satisfied themselves that there was no bad debts to be written off and that adequateallowance has been made for doubtful debts; and

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

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

(a) which would necessitate the writing off of bad debts or render the allowance for doubtful debts in the financialstatements of the Company inadequate to any substantial extent; or

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


directors’ report

OTHER FINANCIAL INFORMATION (CONT’D)

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

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

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

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

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

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

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

DIRECTORS

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

Tan Sri Dato’ Muhammad Ali Hashim (appointed on 01.01.2006)Mohd Talhar bin Abd. Rahman A.F.M. Shafiqul HafizAhamad bin MohamadMd. Tamyes bin A. RahimKua Hwee SimMahlil bin Omar Azizah binti Abdul RahmanDato Hj Hassan bin Hj Mohd. Yunos (appointed on 01.08.2005)Syed Aziz bin Othman (demised on 21.04.2005)

In accordance with Article 87 of the Company’s Articles of Association, Mahlil bin Omar and Kua Hwee Sim retire byrotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-election.

Tan Sri Dato’ Muhammad Ali Hashim who was appointed to the Board since the last Annual General Meeting, retires underArticle 81 of the Company’s Articles of Association and, being eligible, offers himself for re-election.

In accordance with Section 129 (6) of the Companies Act, 1965, Dato Hj Hassan bin Hj Mohd. Yunos retires and, beingeligible, offers himself for re-election.


Annual Report

SIGNIFICANT EVENTS DURING THE YEAR

Significant events during the financial year is disclosed in Note 33 to the Financial Statements.

DIRECTORS’ INTERESTS

The shareholdings in the Company and in related companies of those who were directors at the end of the financial year,as recorded in the Register of Directors’ Shareholdings kept by the Company under Section 134 of the Companies Act,1965, are as follows:

Balance as Balance asof 1.1.2005 Bought Sold of 31.12.2005(or date of

appointment)

No. of ordinary shares of RM1 eachShares in the CompanyRegistered in the name of directors

A.F.M. Shafiqul Hafiz 251,000 – – 251,000Kua Hwee Sim 9,000 – – 9,000Md. Tamyes bin A. Rahim 4,000 – – 4,000Ahamad bin Mohamad – 5,600 – 5,600

Sergam BerhadRegistered in the name of director

A.F.M Shafiqul Hafiz 1 – – 1

Damansara Realty BerhadRegistered in the name of director

Azizah binti Abdul Rahman 10,000 – – 10,000

No. of ordinary shares of RM0.50 eachShares in related companies, Kulim (Malaysia) BerhadRegistered in the name of directors

Ahamad bin Mohamad 130,600 2,200 – 132,800Mohd Talhar bin Abd. Rahman 41,370 - – 41,370A.F.M Shafiqul Hafiz – 1,000 – 1,000Md. Tamyes bin A. Rahim – 9,000 – 9,000

By virtue of the above directors’ interests in the shares of the Company, the abovementioned directors are also deemedto have an interest in the shares of the Company and its subsidiary companies to the extent that the Company has interest.

None of the other directors in office at the end of the financial year, held shares or have beneficial interest in the sharesof the Company or its related companies during the financial year.


directors’ report

DIRECTORS’ BENEFITS

Since the end of the previous financial year, none of the directors of the Company has received or become entitled toreceive any benefit (other than those disclosed as directors’ remuneration in the Financial Statements) by reason of acontract made by the Company or a related corporation with the director or with a firm of which he is a member, or witha company in which he has a substantial financial interest except for any benefit which may be deemed to have arisen byvirtue of the transactions between the Company and certain companies in which certain directors of the Company are alsodirectors and/or shareholders as disclosed in Note 30 to the Financial Statements.

During and at the end of the financial year, no arrangement subsisted to which the Company was a party whereby directorsof the Company might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or anyother body corporate.

HOLDING CORPORATION

The Company’s Immediate and Ultimate Holding Corporation is Johor Corporation, a body corporate established under theJohor Corporation Enactment (No. 4 of 1968) (as amended by Enactment No. 5 of 1995).

AUDITORS

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

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

TAN SRI DATO’ MUHAMMAD ALI HASHIM

A.F.M. SHAFIQUL HAFIZ

Johor BahruMarch 6, 2006


Annual Report

report of the auditors to the members of johor land berhad(Incorporated in Malaysia)

We have audited the accompanying balance sheets as of December 31, 2005 and the related statements of income, cashflows and changes in equity for the year then ended. These financial statements are the responsibility of the Company’sdirectors. It is our responsibility to form an independent opinion, based on our audit, on these financial statements and toreport our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no otherpurpose. We do not assume responsibility towards any other person for the content of this report.

We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards require that weplan and perform the audit to obtain reasonable assurance about whether the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates made bythe directors, as well as evaluating the overall financial statements presentation. We believe that our audit provides areasonable basis for our opinion.

In our opinion:

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

(i) the state of affairs of the Group and of the Company as of December 31, 2005 and of the results and the cashflows of the Group and of the Company for the year ended on that date; and

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

(b) the accounting and other records and the registers required by the Act to be kept by the Company and by thesubsidiary companies have been properly kept in accordance with the provisions of the Act.

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

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

DELOITTE & TOUCHEAF 0834Chartered Accountants

TAN THENG HOOI1479/1/07(J)Partner

Johor BahruMarch 6, 2006


income statements for the year ended december 31, 2005

The Group The Company2005 2004 2005 2004

Note(s) RM RM RM RM

Revenue 4 & 5 88,783,157 108,416,267 88,511,676 95,857,796

Cost of sales (54,788,252) (73,039,698) (47,647,791) (62,119,292)

Gross profit 33,994,905 35,376,569 40,863,885 33,738,504Other operating income 1,683,436 1,046,697 381,288 2,730,115Amortisation of reserve on consolidation – 1,222,598 – –Selling expenses (3,800,726) (2,148,918) (3,774,011) (2,094,835)Administrative expenses (9,589,087) (10,262,429) (7,954,644) (8,890,406)Other operating charges (1,628,656) (11,382) (1,503,823) (11,082)

Profit from operations 7 20,659,872 25,223,135 28,012,695 25,472,296Finance costs 8 (14,518,451) (3,320,319) (14,353,323) (3,157,171)Share of results of associated companies 10,864,891 14,877,964 – –Amortisation of premium on acquisition

of associated company (1,019,100) (1,019,100) – –Income from other investments 9 413,316 464,645 22,721 52,528

Profit before tax 16,400,528 36,226,325 13,682,093 22,367,653Income tax expense: 10The Company and subsidiary companies (1,790,384) (6,728,289) (3,846,784) (6,327,303)Share of tax of associated companies (3,042,170) (3,196,670) – –

(4,832,554) (9,924,959) (3,846,784) (6,327,303)

Profit after tax 11,567,974 26,301,366 9,835,309 16,040,350Minority interests 111,575 53,633 – –

Net profit for the year 11,679,549 26,354,999 9,835,309 16,040,350

Earnings per share (sen)- Basic 11 9.64 26.30

- Diluted 11 4.23 22.90

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


Annual Report

balance sheets as of december 31, 2005


Note(s) RM RM RM RM

ASSETSProperty, plant and equipment 13 7,745,379 6,999,936 2,707,126 2,951,296Investments in subsidiary companies 14 – – 27,078,027 28,578,027Investments in associated companies 15 42,281,112 47,959,757 37,188,721 39,026,221Land held for future development 16 498,918,665 502,828,938 486,886,815 489,572,383Deferred tax asset 17 – – – –

Current AssetsInventories 18 47,297,106 44,504,986 45,752,395 36,882,642Trade and other receivables 19 40,682,314 27,495,834 50,831,839 34,618,090Short-term investments 20 114,618 99,935 114,618 99,935Deposits, bank and cash balances 21 20,879,336 17,155,856 1,171,498 1,169,372Property development projects 22 87,788,664 74,506,773 63,551,288 61,052,240

196,762,038 163,763,384 161,421,638 133,822,279

Current LiabilitiesTrade and other payables 23 22,269,906 19,918,835 21,216,863 19,354,978Dividends payable – 2,142,007 – 2,142,007Borrowings 24 46,735,513 40,498,975 42,719,713 36,483,175Tax liabilities 1,309,699 1,008,069 486,547 821,922

70,315,118 63,567,886 64,423,123 58,802,082

Net Current Assets 126,446,920 100,195,498 96,998,515 75,020,197

Long-term and Deferred LiabilitiesBorrowings - non-current portion 24 (69,202) (341,641) (59,987) (316,626)Convertible Unsecured Loan Stocks (“CULS”) 25 (317,338,460) (303,210,004) (317,338,460) (303,210,004)Deferred tax liabilities 17 (2,995,763) (7,522,199) (2,994,763) (7,501,199)

(320,403,425) (311,073,844) (320,393,210) (311,027,829)

Minority interests (72,413) (183,986) – –

Net Assets 354,916,238 346,726,299 330,465,994 324,120,295

Represented by:

Issued capital 26 122,000,000 122,000,000 122,000,000 122,000,000

Convertible Unsecured Loan Stocks – equity portion 25 19,288,797 19,288,797 19,288,797 19,288,797

Share premium 27 78,581,839 78,581,839 78,581,839 78,581,839Treasury shares 26 (760,158) (760,158) (760,158) (760,158)Revaluation reserve 27 – – 2,530,027 2,530,027Unappropriated profit 27 135,805,760 127,615,821 108,825,489 102,479,790

Shareholders’ Equity 354,916,238 346,726,299 330,465,994 324,120,295



statements of changes in equity for the year ended december 31, 2005

Non-distributableConvertible Reserves Distributable

Unsecured Loan Share Reserve Total/NetIssued Stocks – Equity Treasury Premium Consolidation Unappropriated Shareholders’Capital Portion Shares Reserve Reserve Profit Equity

RM RM RM RM RM RM RM

The Group

Balance as of January 1, 2004 100,000,000 – (592,011) 78,581,839 1,222,598 107,814,391 287,026,817

Share buy back – – (168,147) – – – (168,147)Amortisation of reserve

on consolidation – – – – (1,222,598) – (1,222,598)Net profit for the year – – – – – 26,354,999 26,354,999Dividend paid/payable

(Note 12) – – – – – (6,553,569) (6,553,569)Issue of shares

(Note 26) 22,000,000 – – – – – 22,000,000Issue of Convertible

Unsecured Loan Stocks (Note 25):

Equity component – 26,789,996 – – – – 26,789,996Tax on equity

component (Note 17) – (7,501,199) – – – – (7,501,199)

Balance as of December 31, 2004 122,000,000 19,288,797 (760,158) 78,581,839 – 127,615,821 346,726,299

Net profit for the year – – – – – 11,679,549 11,679,549Dividend paid/payable

(Note 12) – – – – – (3,489,610) (3,489,610)

Balance as of December 31, 2005 122,000,000 19,288,797 (760,158) 78,581,839 – 135,805,760 354,916,238


Annual Report

Non-distributableConvertible Reserves Distributable

Unsecured Loan Share Reserve Total/NetIssued Stocks – Equity Treasury Premium Revaluation Unappropriated Shareholders’Capital Portion Shares Reserve Reserve Profit Equity

RM RM RM RM RM RM RM

The Company

Balance as of January 1, 2004 100,000,000 – (592,011) 78,581,839 2,530,027 92,993,009 273,512,864

Share buy back – – (168,147) – – – (168,147)Net profit for the year – – – – – 16,040,350 16,040,350Dividend paid/payable

(Note 12) – – – – – (6,553,569) (6,553,569)Issue of shares

(Note 26) 22,000,000 – – – – – 22,000,000Issue of Convertible

Unsecured Loan Stocks (Note 25):

Equity component – 26,789,996 – – – – 26,789,996Tax on equity

component (Note 17) – (7,501,199) – – – – (7,501,199)

Balance as of December 31, 2004 122,000,000 19,288,797 (760,158) 78,581,839 2,530,027 102,479,790 324,120,295

Net profit for the year – – – – – 9,835,309 9,835,309Dividend paid/payable

(Note 12) – – – – – (3,489,610) (3,489,610)

Balance as of December 31, 2005 122,000,000 19,288,797 (760,158) 78,581,839 2,530,027 108,825,489 330,465,994



cash flow statements for the year ended december 31, 2005


Note(s) RM RM RM RM

CASH FLOWS FROM (USED IN) OPERATING ACTIVITIES

Profit before minority interests 11,567,974 26,301,366 9,835,309 16,040,350Adjustments for:Finance costs 14,518,451 3,320,319 14,353,323 3,157,171Income tax expense 4,832,554 9,924,959 3,846,784 6,327,303Loss/(Gain) on disposal of:

Unquoted investment in an associated company 1,623,786 – – –

Quoted investments (12,612) (26,926) (12,612) (26,926)Property, plant and equipment – (108,960) – (108,960)

Amortisation of:Premium on acquisition of

associated company 1,019,100 1,019,100 – –Reserve on consolidation – (1,222,598) – –

Depreciation of property, plant and equipment 805,610 757,435 499,493 483,497

Allowance for:Inventories obsolescence 76,972 – – –Diminution in value of investments

in a subsidiary company – – 1,500,000 –Diminution in value of investment

in an associated company no longer required – – – (1,837,500)

Doubtful debts – 30,961 – –Amount written-off for:

Property, plant and equipment 4,869 7,540 3,823 5,736Inventories 54,062 – – –

Gross dividends from:Unquoted investments:

Associated company – – (12,529,138) –Subsidiary company – – (1,108,030) (664,818)

Quoted investments (5,641) (7,798) (5,641) (7,798)Interest income (413,316) (464,645) (22,721) (52,528)Impairment loss on property, plant and

equipment no longer required (1,065,754) – – –Share in results of associated companies (10,864,891) (14,877,964) – –

Operating Profit Before Working Capital Changes 22,141,164 24,652,789 16,360,590 23,315,527


Annual Report


Note(s) RM RM RM RM

(Increase)/Decrease in:Inventories (2,923,153) 2,323,203 (8,869,753) 8,741,914Trade and other receivables 1,960,206 9,049,676 (15,894,637) 8,299,698Property development projects (6,621,005) (17,052,862) 2,937,133 (21,026,251)

Increase in:Trade and other payables (12,641,916) 4,032,634 2,015,583 4,095,765

Cash From/(Used In) Operations 1,915,296 23,005,440 (3,451,084) 23,426,653

Decrease/(Increase) in: Land held for future development 2,685,568 12,073,101 2,685,568 12,073,101Finance costs paid (5,979,874) (3,166,621) (5,814,746) (3,003,473)Income tax paid (6,013,889) (5,407,585) (4,868,888) (5,182,258)Tax refund – 727,776 – –

Net Cash From/(Used In) Operating Activities (7,392,899) 27,232,111 (11,449,150) 27,314,023

CASH FLOWS FROM(USED IN)/INVESTING ACTIVITIES

Dividends (net) received from:Associated company 9,020,979 – 9,020,979 –Subsidiary company – – 478,670 –Quoted investments 4,341 6,537 4,341 6,537

Proceeds from disposal of:Unquoted investment in an

associated company 1,837,500 – 1,837,500 –Quoted investments 143,024 293,512 143,024 293,512Property, plant and equipment – 1,770,000 – 1,770,000

Interest received 413,316 464,645 22,721 52,528Purchase of:

Quoted investments (145,095) (242,399) (145,095) (242,399)Property, plant and equipment (490,168) (536,589) (259,146) (496,117)

Net Cash From Investing Activities 10,783,897 1,755,706 11,102,994 1,384,061


cash flow statements for the year ended december 31, 2005


Note(s) RM RM RM RM

CASH FLOWS FROM (USED IN)/FINANCING ACTIVITIES

Proceeds from revolving credits 5,000,000 – 5,000,000 –Purchase of own shares – (168,147) – (168,147)Repayment of hire-purchase payables (272,439) (238,239) (256,639) (222,439)Dividend paid (5,631,617) (4,411,562) (5,631,617) (4,411,562)Repayment of term loan (4,095,694) (7,557,490) (4,095,694) (7,557,490)Repayment of revolving credits (4,998,123) (12,170,733) (4,998,123) (12,170,733)

Net Cash Used In Financing Activities (9,997,873) (24,546,171) (9,982,073) (24,530,371)

NET INCREASE/(DECREASE) IN CASH AND CASH EQUIVALENTS (6,606,875) 4,441,646 (10,328,229) 4,167,713

CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR (9,929,272) (14,370,918) (25,915,756) (30,083,469)

CASH AND CASH EQUIVALENTS AT END OF YEAR 28 (16,536,147) (9,929,272) (36,243,985) (25,915,756)

In 2004, the Group’s and the Company’s additions to property, plant and equipment amounted to RM1,171,589 andRM1,131,117 respectively of which RM635,000 and RM635,000 were made under hire-purchase arrangements. Theremaining additions of RM536,589 and RM496,117 respectively were made by cash payment.



Annual Report

notes to the financial statements

1. GENERAL INFORMATION

The Company is principally involved in housing development, investment holdings, contracting activities andoperations of oil palm estates.

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

There have been no significant changes in the nature of these principal activities of the Company and its subsidiarycompanies during the financial year.

The total number of employees of the Group and of the Company were 151 and 142 (152 and 142 in 2004)respectively.

The registered office of the Company is located at 13th Floor, Menara Johor Corporation, Kotaraya, 80000 JohorBahru, Johor.

The principal place of business of the Company is located at 10th Floor, Kompleks Tun Abdul Razak, Jalan Wong AhFook, 80000 Johor Bahru, Johor.

The financial statements of the Group and of the Company were authorised for issue by the Board of Directors inaccordance with a resolution of the directors on March 6, 2006.

2. BASIS OF PREPARATION OF THE FINANCIAL STATEMENTS

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

3. SIGNIFICANT ACCOUNTING POLICIES

Basis of AccountingThe financial statements of the Group and of the Company have been prepared under the historical-cost convention,unless otherwise indicated in the accounting policies stated below.

Basis of ConsolidationThe consolidated financial statements include the financial statements of the Company and its subsidiary companieslisted under Note 14, made up to December 31, 2005.

i. Subsidiaries Subsidiaries are those enterprises in which the Group has power to exercise control over the financial andoperating policies so as to obtain benefits from their activities. Subsidiaries are consolidated from the date onwhich control is transferred to the Group and are no longer consolidated from the date that control ceases.

Subsidiaries are consolidated using the acquisition method of accounting except for Advance Development Sdn.Bhd. which is consolidated under the merger method of accounting in accordance with Malaysian AccountingStandard No.2, Accounting for Acquisitions and Mergers. In accordance with the transitional provision ofFRS1222004 (previously known as MASB Standard 21) Business Combinations, the Company applied FRS1222004

prospectively.



3. SIGNIFICANT ACCOUNTING POLICIES (CONT’D.)

i. Subsidiaries (Cont’d.)Under the acquisition method of accounting, the results of subsidiaries acquired or disposed of are includedfrom the date of their acquisition up to the date of disposal. At the date of acquisition, the fair values of thesubsidiaries’ net assets are determined and these values are reflected in the consolidated financial statements.The excess between the acquisition and the fair values of the Group’s share of the subsidiaries’ identifiable netassets at the date of acquisition is reflected as goodwill on consolidation.

Minority interest is measured at the minorities’ share of the post acquisition fair values of the identifiable assetsand liabilities of the subsidiary companies. Separate disclosure is made of minority interest.

Intragroup transactions, balances and unrealised gains on transactions are eliminated, unrealised losses are alsoeliminated unless cost cannot be recovered. Where necessary, adjustments are made to the financial statementsof subsidiaries to ensure consistency of accounting policies with those of the Group.

The gains or losses on disposal of a subsidiary is the difference between net disposal proceeds and the Group’sshare of its net assets together with any unamortised balance of goodwill on acquisition.

ii. Associates Associates are those companies in which the Group exercises significant influence but which it does not control.Significant influence is the power to participate in the financial and operating policy decisions of the associatesbut not the power to exercise control over those policies.

Investments in associates are accounted for in the consolidated financial statements by the equity method ofaccounting. Equity accounting involves recognising the Group’s share of the post acquisition results ofassociates in the income statements. The cumulative post acquisition movements are adjusted against the costof investment and include goodwill on acquisition (net of accumulated amortisation). Equity accounting isdiscontinued when the carrying amount of the investment in an associate reaches zero, unless the Group hasincurred obligations or made payment on behalf of the associate.

Premium on acquisition of an associated company represents the excess of the purchase price over the fairvalue of the net assets of associated company at date of acquisition and is amortised evenly over a period oftwenty (20) years based on industry average commencing in financial year ended December 31, 2000.

Unrealised gains on transaction between the Group and its associates are eliminated to the extent of the Group’sinterest in the associates, unrealised losses are also eliminated unless the transaction provides evidence onimpairment of the asset transferred. Where necessary, in applying the equity method, adjustments are made tothe financial statements of associates to ensure consistency of accounting policies with those of the Group.

iii. Goodwill or Reserve on Consolidation Goodwill represents the excess of the acquisition cost of subsidiaries and associates over the fair values of theGroup’s share of their identifiable net assets at the date of acquisition.

Goodwill on consolidation is either written off in the year of acquisition or capitalised and amortised to incomestatements over twenty (20) years or the expected useful life, whichever is shorter.

Reserve on consolidation represents the excess of the fair values of the Group’s share of identifiable net assetsacquired over the acquisition cost. It is either capitalised in the year of acquisition or capitalised and amortisedto income statements evenly through the income statements over a period of five (5) years or estimated usefullife, whichever is shorter, commencing in financial year ended December 31, 2000.


Annual Report


RevenueRevenue of the Group represents income recognised on development properties, sales of land held for futuredevelopment, sales of metal door frames, rental income, investment income, management fees and sales of freshfruit bunches.

Revenue of the Company represents income recognised on development properties, sales of land held for futuredevelopment, rental income, investment income, management fees and sales of fresh fruit bunches.

Revenue RecognitionRevenue on development properties and construction contracts are recognised progressively based on the percentageof completion method. When foreseeable losses on development projects are anticipated, full allowance for theselosses is made in the financial statements.

Revenue from property investment is recognised on accrual basis.

Income from sales of land and metal door frames, rental income, management fees and fresh fruit bunches arerecognised on receivable basis.

Interest on late progress payments from house purchasers are recognised on receipt basis.

Dividend income represents gross dividends from quoted and unquoted investments and is recognised when theshareholders’ right to receive payment is established.

Foreign Currency ConversionTransactions arising in foreign currencies are converted into Ringgit Malaysia at rates of exchange approximatingthose ruling at transaction dates or, where settlement has not taken place as of the end of the financial year, theassets and liabilities are converted at the approximate exchange rates prevailing at that date. Gains and losses arisingfrom exchange conversions are taken up in the income statements.

Income Tax Income tax in the income statements comprises current and/or deferred tax. Current tax is expected amount ofincome taxes payable in respect of the taxable profit for the year and is measured using the tax rates that have beenenacted at the balance sheet date.

Deferred tax is accounted for in respect of temporary differences arising from differences between the carryingamounts of assets and liabilities in the financial statements and their corresponding tax bases used in thecomputation of taxable profit.

Deferred tax liabilities are generally recognised for all taxable temporary differences, and deferred tax assets aregenerally recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extentthat it is probable that future taxable profit will be available against which the deferred tax assets can be utilised.

Borrowings CostsBorrowing costs incurred to finance property development activities are capitalised as part of the cost of the assetduring the period of time that is required to complete and prepare the asset for its intended use or sale.

All other borrowing costs are recognised as an expense in the year in which they are incurred.




Employee Benefitsi. Short term employee benefits

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in whichthe associated services are rendered by employees of the Group and of the Company. Short term accumulatingcompensated absences such as paid annual leave are recognised when services are rendered by employees thatincrease their entitlement to future compensated absences, and short term non-accumulating compensatedabsences such as sick leave are recognised when the absences occur.

ii. Defined contribution plansAs required by law, companies in Malaysia make contributions to the state pension scheme, the Employees’Provident Fund. Such contributions are recognised as an expense in the income statements as incurred.

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

Gains or losses on disposals are determined by comparing proceeds with the carrying amount and are included inprofit from operations.

Repairs and maintenance are charged to income statements during the period in which they are incurred.

Freehold land is not depreciated. Long and short leasehold land is amortised based on straight-line basis over theremaining leasehold periods of 90 and 60 years respectively. Depreciation of other property, plant and equipment isprovided on a straight-line basis calculated to write off the cost of each asset to their estimated useful lives at thefollowing annual rates:

Buildings 2% - 12%Plant and machinery 12% - 20%Furniture, fittings and equipment 20% - 25% & Replacement basisMotor vehicles 20%

The plant and machinery belonging to a subsidiary company is depreciated based on the proportion of productionunits for the financial year to the units of production expected over the life of the plant and machinery.

Property, Plant and Equipment Under Hire-Purchase ArrangementsProperty, plant and equipment acquired under hire-purchase arrangements are capitalised in the financial statementsand the corresponding obligations treated as liabilities. Finance charges are allocated to the income statements togive a constant periodic rate of interest on the remaining hire-purchase liabilities.

Property Development ProjectsProperty development projects consist of land held for future development and development expenditure whichcomprise construction and other related development costs including borrowing costs, is stated at cost lessaccumulated impairment losses.

The Group and the Company consider as current asset that proportion of property development projects on whichsales have been launched and/or the project is expected to be completed within the normal operating cycle of twoto three years. Cost of property development projects classified as current assets are stated at the lower of cost andnet realisable value.


Annual Report


Property Development Projects (Cont’d.)When the outcome of a property development project cannot be estimated reliably, property development revenue isrecognised to the extent of property development costs incurred that is probable of recovery.

Any anticipated loss on a property development project (including costs to be incurred over the defects liabilityperiod), is recognised as an expense immediately.

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

InvestmentsInvestments in subsidiary companies and associated companies are stated in the Company’s financial statements atcost/valuation less accumulated impairment losses.

Investments in quoted shares are stated at the lower of cost and market value.

Impairment of AssetsAt each balance sheet date, the Group and the Company review the carrying amounts of assets (other thaninventories, deferred tax assets and financial assets which are dealt with in their respective policies) to determine ifthere is any indication that those assets may be impaired. If any such indication exists, the asset’s recoverableamount, which is the higher of net selling price and value in use, is estimated.

Whenever the carrying amount of an asset exceeds its recoverable amount, an impairment loss is recognised in theincome statements, unless the asset is carried at revalued amount, in which case, the impairment loss is treated asa revaluation decrease.

An impairment loss is only reversed to the extent that the asset’s carrying amount does not exceed the carryingamount that would have been determined, net of depreciation or amortisation, if no impairment loss had beenrecognised. A reversal is recognised in the income statements, unless it reverses an impairment loss on revaluedassets, in which case, the reversal is treated as a revaluation increase.

InventoriesInventories of completed houses are stated at the lower of cost and net realisable value. Cost is mainly determinedon specific identification basis and includes the cost of freehold/leasehold land and construction, and the appropriatedevelopment overheads.

Inventories, other than completed houses, are stated at the lower of cost (determined on the ‘first-in, first-out’basis and the weighted-average method) and net realisable value. The cost of raw materials, consumables andother inventories comprise the original cost of purchase plus the cost of bringing the inventories to their presentlocation. The costs of work-in-progress and finished goods consist of cost of raw materials, direct labour andan appropriate proportion of the manufacturing overheads. Net realisable value represents the estimated sellingprice in the ordinary course of business less selling and distribution costs and all other estimated costs tocompletion.




ReceivablesReceivables are carried at invoiced amount less an allowance for doubtful debts. The allowance is established whenthere is objective evidence that the Group and the Company will not be able to collect all amounts due according tothe original terms of receivables. The amount of the allowance is the difference between the carrying amount andthe recoverable amount.

Short-term InvestmentsShort-term investments are stated at the lower of cost and market value, determined on a portfolio basis bycomparing aggregate cost against aggregate market value. Market value is calculated by reference to stock exchangequoted selling price at the close of business on the balance sheet date. All increases or decreases in the carryingamount of marketable securities are taken up in the income statements.

Treasury shares Shares repurchased are held as treasury shares and are accounted for using treasury stock method. Treasury sharesare carried at cost of repurchase, including direct attributable cost, and are set-off against equity. When the treasuryshares are reissued by resale in the open market, the difference between the sales consideration and the cost of thetreasury shares is taken directly into the share premium account.

Cash Flow StatementsThe Group and the Company adopt the indirect method in the preparation of the cash flow statements.

For the purpose of the cash flow statements, cash and cash equivalents comprise cash in hand, bank balances, fixeddeposits less bank overdrafts and short-term, highly liquid investments that are readily convertible to known amountof cash and which are subject to an insignificant risk of changes in value.

4. REVENUE


RM RM RM RM

Property development 69,404,689 69,253,917 56,041,347 56,559,829Sales of land held for future development 14,916,630 33,602,686 14,916,630 33,602,686Sales of goods 3,412,479 4,599,241 2,613,136 3,836,198Management fee 277,186 246,880 531,222 480,722Rental income 772,173 708,418 772,173 708,418Investment income – 5,125 13,637,168 669,943

88,783,157 108,416,267 88,511,676 95,857,796


Annual Report

5. OPERATING COSTS APPLICABLE TO REVENUE

The operating costs classified by nature, applicable to revenue, are as follows:


RM RM RM RM

Changes in inventories of finished goodsand work-in-progress 493,368 1,993 – –

Raw materials and consumables used 277,851 390,368 – –Staff costs 6,249,670 6,174,238 5,937,665 5,850,058Depreciation of property, plant and equipment 805,610 757,435 499,493 483,497Cost of land sold 5,407,758 19,677,894 5,407,758 19,677,894Contract cost recognised 45,497,816 49,717,255 39,443,191 39,428,877Directors’ remuneration 681,104 610,002 681,104 610,002Other operating expenses 10,393,544 8,133,242 8,911,058 7,065,287

69,806,721 85,462,427 60,880,269 73,115,615

Employees’ Provident Fund contributions included in staff costs and directors’ remuneration of the Group and of theCompany are as follows:


RM RM RM RM

Staff costs 603,431 585,465 585,049 565,130Directors’ remuneration 41,472 43,140 41,472 43,140

6. SEGMENTAL ANALYSISSegment information is presented in respect of the Group’s business segments. The primary format, businesssegments, is based upon the industry of the underlying investments.

No geographical segmental analysis is presented as the Group operates principally in Malaysia.

Business segmentsFor management purposes, the Group is organised into the following operating divisions:

– Property development (include sales of land held for future development)– Property management– Manufacturing and trading (include metal door and window frames, and rubber products)– Plantation of fresh fruits bunches



6. SEGMENTAL ANALYSIS (CONT’D.)

Inter-segment sales are charged at cost plus a percentage profit mark-up.

Property Property Manufacturing Plantation Elimination Consolidateddevelopment management and trading

RM RM RM RM RM RM

The Group2005RevenueExternal sales 84,321,319 1,049,359 799,343 2,613,136 – 88,783,157Inter-segment sales 1,108,030 254,036 12,708,743 – (14,070,809) –

Total revenue 85,429,349 1,303,395 13,508,086 2,613,136 (14,070,809) 88,783,157

ResultsProfit/(Loss)

from operations 19,414,774 994,377 13,068,521 943,154 (13,760,954) 20,659,872

Finance costs (14,518,451)Share of results of

an associated company 10,864,891Amortisation of premium

on acquisition (1,019,100)Income from other

investments 413,316

Profit before tax 16,400,528Income tax expense (4,832,554)

Profit after tax 11,567,974

Other InformationCapital additions 485,438 – 4,730 – – 490,168Depreciation of property,

plant and equipment 570,495 – 235,115 – – 805,610

Consolidated Balance Sheet Assets

Segment assets 625,030,931 3,071,548 5,129,917 70,193,686 – 703,426,082Investment in associated

companies – – 42,281,112 – – 42,281,112

Consolidated total assets 745,707,194

LiabilitiesSegment liabilities 388,026,254 – 2,692,289 – – 390,718,543


Annual Report

6. SEGMENTAL ANALYSIS (CONT’D.)

Property Property Manufacturing Plantation Elimination Consolidateddevelopment management and trading

RM RM RM RM RM RM

The Group2004RevenueExternal sales 102,861,728 955,298 763,043 3,836,198 – 108,416,267Inter-segment sales 664,818 233,843 – – (898,661) –

Total revenue 103,526,546 1,189,141 763,043 3,836,198 (898,661) 108,416,267

ResultsProfit/(Loss)

from operations 24,204,350 803,408 (333,439) 1,828,535 (1,279,719) 25,223,135

Finance costs (3,320,319)Share of results of

associated companies 14,877,964Amortisation of premium

on acquisition (1,019,100)Income from other

investments 464,645

Profit before tax 36,226,325Income tax expense (9,924,959)

Profit after tax 26,301,366

Other InformationCapital additions 1,153,639 – 17,950 – – 1,171,589Depreciation of property,

plant and equipment 512,495 – 244,940 – – 757,435Amortisation of reserve

on consolidation (1,022,522) – (200,076) – – (1,222,598)

Consolidated Balance Sheet Assets

Segment assets 594,949,215 3,084,000 4,436,319 71,122,724 – 673,592,258Investment in associated

companies – – 47,959,757 – – 47,959,757

Consolidated total assets 721,552,015

LiabilitiesSegment liabilities 368,382,485 – 6,259,245 – – 374,641,730



7. PROFIT FROM OPERATIONS

Profit from operations is arrived at after charging/(crediting) the following:


RM RM RM RM

Loss/(Gain) on disposal of:Unquoted investment in an associated company 1,623,786 – – –Property, plant and equipment – (108,960) – (108,960)Quoted investments (12,612) (26,926) (12,612) (26,926)Directors’ remuneration:

Fees 189,400 192,000 189,400 192,000Other emoluments 491,704 418,002 491,704 418,002

Fees paid/payable to external auditors:Statutory audit:

Auditors of the Company 89,000 79,000 70,000 60,000Special audit:

Other auditors – 40,000 – 40,000Allowance for:

Inventories obsolescence 76,972 – – –Doubtful debts – 30,961 – –Diminution in value of investments

in a subsidiary company – – 1,500,000 –Diminution in value of investment in an

associated company no longer required – – – (1,837,500)Amount written-off for:

Inventories 54,062 – – –Property, plant and equipment 4,869 7,540 3,823 5,736

Gross dividends from:Unquoted investments

Associated company – – (12,529,138) –Subsidiary company – – (1,108,030) (664,818)

Other investments, quoted in Malaysia (5,641) (7,798) (5,641) (7,798)Liquidated ascertained damages:

Paid to customers 22,450 77,319 22,450 77,319Received from suppliers (107,930) (35,374) (107,930) (35,374)

Interest income (140,309) (152,366) (127,569) (127,617)Rental expense/(income) of:

Premises 517,685 436,696 517,685 436,696Equipment 500 8,240 500 8,240Premises (913,173) (792,418) (772,173) (708,418)

Impairment loss on property, plant and equipment no longer required (1,065,754) – – –

The estimated monetary value of other benefits-in-kind received by a director of the Company and not included inthe above was RM52,430 (RM52,878 in 2004).


Annual Report

8. FINANCE COSTS


RM RM RM RM

Interest on:Convertible Unsecured Loan Stocks (CULS) 11,983,234 153,698 11,983,234 153,698Bank overdraft 1,996,394 1,410,098 1,996,394 1,410,098Revolving credit 390,646 1,049,167 228,762 889,263Term loan 107,582 675,692 107,582 675,692Hire-purchase 36,441 27,510 33,197 24,266Others 4,154 4,154 4,154 4,154

14,518,451 3,320,319 14,353,323 3,157,171

Interest expense on the CULS is calculated on the effective yield basis by applying the effective interest rate (5.745%)for an equivalent non-convertible loan stock to the liability component of the CULS. This effective interest rate isobtained from Bank Negara Malaysia.

In 2005, the interest on CULS amounted to RM11,983,234 of which RM2,263,929 was made by cash payment. Theremaining amount of RM9,719,305 was accrued in CULS as mentioned in Note 25.

9. INCOME FROM OTHER INVESTMENTS


RM RM RM RM

Interest income from deposits 413,316 464,645 22,721 52,528

10. INCOME TAX EXPENSE AND UNAPPROPRIATED PROFIT


RM RM RM RM

Estimated tax payable/paid:Current year 6,259,075 6,598,312 8,304,618 6,384,331Under/(Over) provision in prior years 57,745 (59,723) 48,602 (57,028)

6,316,820 6,538,589 8,353,220 6,327,303Deferred tax (Note 17) (4,526,436) 189,700 (4,506,436) –Share of income tax expense of

associated companies 3,042,170 3,196,670 – –

4,832,554 9,924,959 3,846,784 6,327,303



10. INCOME TAX EXPENSE AND UNAPPROPRIATED PROFIT (CONT’D.)

A numerical reconciliation of income tax expense at the applicable income tax rate to income tax expense at theeffective income tax rate is as follows:


RM RM RM RM

Profit before tax 16,400,528 36,226,325 13,682,093 22,367,653

Tax at the applicable tax rate of 28% (also 28% in 2004) 4,592,148 10,143,371 3,830,986 6,262,943

Tax effects of:Expenses that are not deductible in

determining taxable profit 2,084,912 831,771 1,508,335 865,360Income that are not assessable in

determining taxable profit (398,052) (969,160) (139,641) (743,972)

Under/(Over) provision in prior years 57,745 (59,723) 48,602 (57,028)

Underprovision of income tax in current year (169,224) – (169,224) –

Temporary differences not recognised previously * (10,701) (62,300) – –

Temporary differences not recognised ** (92,000) 41,000 – –

Discount on CULS capitalised (1,232,274) – (1,232,274) –

Tax expense for the year 4,832,554 9,924,959 3,846,784 6,327,303

* The temporary differences were not recognised previously in the financial statements as the effect on the financialstatements was not material.

** No deferred tax assets has been recognised (all pertaining to a subsidiary company) in respect of unutilised taxlosses of RM514,000 (RM422,000 in 2004) due to the unpredictability of future profit streams. The unutilised taxlosses, subject to agreement by tax authorities, are available to offset against future taxable profits.

As of December 31, 2005, the Company has tax-exempt income amounting to RM3,356,812 (also RM3,356,812 in2004) arising from the tax payable on chargeable income waived in 1999 in accordance with the Income Tax(Amendment) Act, 1999. This tax exempt income account, which is subject to approval by the tax authorities, areavailable for the distribution of tax exempt dividends to the shareholders of the Company.


Annual Report

11. EARNINGS PER SHARE

The Group 2005 2004

RM RM

BasicNet profit attributable to ordinary shareholders 11,679,549 26,354,999

Units UnitsNumber of shares in issue at beginning of year 122,000,000 100,000,000Treasury shares (833,000) (681,035)Effect of shares issued for acquisition of land held for

future development in December 2004 – 904,110

Weighted average number of ordinary shares in issue 121,167,000 100,223,075

Basic earnings per share (sen) 9.64 26.30

Fully Diluted Net profit attributable to ordinary shareholders 11,679,549 26,354,999

Add: Assuming saving in interest expense on Convertible Unsecured Loan Stocks (CULS), net of tax 7,395,798 110,663

Adjusted net profit for calculating diluted earnings per ordinary share 19,075,347 26,465,662

Weighted average number of ordinary shares (units):In issue 121,167,000 100,223,075Assuming full conversion of CULS as at the date of issue

(which are convertible only on or after December 16, 2006) 330,000,000 15,369,863

Adjusted weighted average number of ordinary shares for calculating diluted earnings per ordinary share 451,167,000 115,592,938

Fully diluted earnings per share (sen) 4.23 22.90

The adjusted weighted average number of shares in issue and issuable for the year has been arrived at after takinginto account the dilutive effect of the conversion of all outstanding Convertible Unsecured Loan Stocks (“CULS”) ofthe Group and of the Company and the net profit is adjusted to eliminate the applicable interest expense less theassociated tax effect in accordance with FRS1332004 (previously known as MASB13), Earnings Per Share. The dilutiveeffect is computed assuming full conversion of the CULS as at the date of issue (which are convertible only on orafter December 16, 2006).



12. DIVIDENDS

An interim dividend of 3%, less tax, amounting to RM2,142,007 was declared in respect of ordinary shares for theprevious financial year was paid by the Company during the financial year.

A final dividend of 4%, less tax, amounting to RM3,489,610 in respect of ordinary shares for the previous financialyear was declared and paid by the Company during the financial year.

The directors declared an interim dividend of 4%, less tax, amounting to RM3,489,610 in respect of the currentfinancial year on February 27, 2006. The said dividend will be paid by the Company on April 21, 2006.

Dividends per share (sen) during the financial year is 2.88 (5.04 in 2004).

13. PROPERTY, PLANT AND EQUIPMENT

CostBeginning End

of year Additions Disposals Write-off of yearRM RM RM RM RM

The GroupFreehold land 1,380,027 – – – 1,380,027Short leasehold land 165,264 – – – 165,264Long leasehold land 2,225,240 – – – 2,225,240Buildings 3,300,038 139,286 – – 3,439,324Plant and machinery 1,047,289 – – – 1,047,289Furniture, fittings and equipment 1,112,132 205,581 – (57,469) 1,260,244Motor vehicles 738,285 145,301 – – 883,586Motor vehicles under hire-purchase 1,110,692 – – – 1,110,692

Total 11,078,967 490,168 – (57,469) 11,511,666

Accumulated DepreciationBeginning Charge for End

of year the year Disposals Write-off of yearRM RM RM RM RM

Short leasehold land 50,681 6,194 – – 56,875Long leasehold land 166,976 37,087 – – 204,063Buildings 907,775 228,541 – – 1,136,316Plant and machinery 318,920 3,324 – – 322,244Furniture, fittings and equipment 713,862 191,997 – (52,600) 853,259Motor vehicles 536,449 116,328 – – 652,777Motor vehicles under hire-purchase 318,614 222,139 – – 540,753

Total 3,013,277 805,610 – (52,600) 3,766,287


Annual Report

13. PROPERTY, PLANT AND EQUIPMENT (CONT’D.)

Net Book ValueBeginning End

of year of yearRM RM

Freehold land 1,380,027 1,380,027Short leasehold land 114,583 108,389Long leasehold land 2,058,264 2,021,177Buildings 2,392,263 2,303,008Plant and machinery 728,369 725,045Furniture, fittings and equipment 398,270 406,985Motor vehicles 201,836 230,809Motor vehicles under hire-purchase 792,078 569,939

8,065,690 7,745,379Less: Impairment loss (1,065,754) –

6,999,936 7,745,379

CostBeginning End

of year Additions Disposals Write-off of yearRM RM RM RM RM

The CompanyFreehold land 984,677 – – – 984,677Buildings 778,603 3,510 – – 782,113Furniture, fittings and equipment 994,306 110,335 – (47,711) 1,056,930Motor vehicles 712,026 145,301 – – 857,327Motor vehicles under hire-purchase 1,014,879 – – – 1,014,879

Total 4,484,491 259,146 – (47,711) 4,695,926

Accumulated DepreciationBeginning Charge for End

of year the year Disposals Write-off of yearRM RM RM RM RM

Buildings 129,672 15,444 – – 145,116Furniture, fittings and equipment 621,029 164,745 – (43,888) 741,886Motor vehicles 510,190 116,328 – – 626,518Motor vehicles under hire-purchase 272,304 202,976 – – 475,280

Total 1,533,195 499,493 – (43,888) 1,988,800



13. PROPERTY, PLANT AND EQUIPMENT (CONT’D.)

Net Book ValueBeginning End

of year of yearRM RM

Freehold land 984,677 984,677Buildings 648,931 636,997Furniture, fittings and equipment 373,277 315,044Motor vehicles 201,836 230,809Motor vehicles under hire-purchase 742,575 539,599

Total 2,951,296 2,707,126

Included in freehold/long leasehold land and buildings of the Group (all pertaining to the Company) are investmentproperties with carrying values totalling RM627,098 (RM642,542 in 2004).

In 2004, certain freehold land of the Company with carrying value of RM198,600 are in the process of beingregistered in the name of the Company.

14. INVESTMENTS IN SUBSIDIARY COMPANIES

The Company2005 2004

RM RM

Unquoted shares in subsidiary companies- At cost 18,548,000 18,548,000- At directors’ valuation in 1996 10,030,027 10,030,027

28,578,027 28,578,027Less: Allowance for diminution in value (1,500,000) –

27,078,027 28,578,027


Annual Report

14. INVESTMENTS IN SUBSIDIARY COMPANIES (CONT’D.)

The subsidiary companies (all incorporated in Malaysia) are as follows:

Effective Equity Interest

Name of Company 2005 2004 Principal Activities

Pembinaan Prefab Sdn. Bhd. 100% 100% Construction of houses and manufacturer of ready mixed concrete*

Johor Land Manufacturing Sdn. Bhd. 75% 75% Manufacturer of metal door frames and trading of building materials

Advance Development Sdn. Bhd. 100% 100% Property developer

* In 1998 and 1999, the subsidiary company ceased to be involved in the construction of houses and manufacturingand selling of ready mixed concrete respectively. In 2003, the company entered into a conditional agreement witha related company to develop houses for a total cash consideration of RM856,079. The subsidiary company hasyet to commence the development activity during the financial year.

15. INVESTMENTS IN ASSOCIATED COMPANIES


RM RM RM RM

Unquoted shares in associated companies:At cost 45,712,420 53,062,420 45,712,420 53,062,420Allowance for diminution in value – – – (5,512,500)Share of post-acquisition results of

associated companies 5,092,391 3,421,036 – –Dividend received out of pre-acquisition profits (8,523,699) (8,523,699) (8,523,699) (8,523,699)

42,281,112 47,959,757 37,188,721 39,026,221

The share of post-acquisition results of associated companies is stated after deducting dividends (net) ofRM9,020,979 (RMNil in 2004) received.

Analysis of associated companies is as follows:

The Group 2005 2004

RM RM

Group’s share of net tangible assets 27,831,289 32,665,271Premium on acquisition net of amortisation 14,267,411 15,286,511Share in foreign exchange fluctuation of associated company 182,412 7,975

42,281,112 47,959,757



15. INVESTMENTS IN ASSOCIATED COMPANIES (CONT’D.)

Details of associated companies (all incorporated in Malaysia) are as follows:

Effective Equity Interest

Name of Company 2005 2004 Principal Activities

Revertex (Malaysia) Sdn. Bhd. 30.07% 30.07% Manufacturing and sale of rubber products

Saint Gobain Terreal (Malaysia) Sdn. Bhd. – 35% Manufacturing of clay roof tiles

The Group discontinued applying the equity method of accounting for investment in Saint Gobain Terreal (Malaysia)Sdn. Bhd. in 2003 as the Group’s share in attributable accumulated losses of this associated company has exceededthe carrying amount of the investment. In 2004, the Group resumed the equity method of accounting for investmentin Saint Gobain Terreal (Malaysia) Sdn. Bhd. as this associated company recorded unappropriated profit in 2004.During the financial year, the Company disposed off its equity interest in Saint Gobain Terreal (Malaysia) Sdn. Bhd.

16. LAND HELD FOR FUTURE DEVELOPMENT


RM RM RM RM

At cost:Freehold land 460,618,208 115,556,115 447,361,653 102,299,560Long leasehold land 42,210,730 46,345,924 42,210,730 46,345,924

At beginning of year 502,828,938 161,902,039 489,572,383 148,645,484

Cost incurred during the year:Freehold land – 364,355,987 – 364,355,987

502,828,938 526,258,026 489,572,383 513,001,471

Disposal during the year:Freehold land – (19,293,894) – (19,293,894)Long leasehold land (2,091,050) – (2,091,050) –

(2,091,050) (19,293,894) (2,091,050) (19,293,894)

Transfer to land and development expenditure (Note 22):Freehold land (1,224,705) – – –Leasehold land (594,518) (4,135,194) (594,518) (4,135,194)

At end of year 498,918,665 502,828,938 486,886,815 489,572,383


Annual Report

16. LAND HELD FOR FUTURE DEVELOPMENT (CONT’D.)

As of to-date, certain land titles of the Group (all pertaining to the Company) with carrying value of RM35,629,661and RM368,186,500 (RM38,315,229 and RM368,186,500 in 2004) are registered under the name of the ultimateholding corporation and are in the process of being transferred to the name of the Company respectively.

Freehold land of the Group (all pertaining to the Company) with carrying value of RM69,980,554 (also RM69,980,554in 2004) are charged to a licensed bank to secure a term loan facility of RM43,000,000 (also RM43,000,000 in 2004)as indicated in Note 24.

17. DEFERRED TAX ASSET (LIABILITIES)

The Group (pertaining to a subsidiary company)2005 2004

RM RM

At beginning of year – 189,700Transfer from income statements (Note 10) – (189,700)

At end of year – –

The net deferred tax asset is in respect of accelerated depreciation.


RM RM RM RM

At beginning of year (7,522,199) (21,000) (7,501,199) –Transfer to income statements (Note 10) 4,526,436 – 4,506,436 –Amount charged to equity – (7,501,199) – (7,501,199)

At end of year (2,995,763) (7,522,199) (2,994,763) (7,501,199)

The deferred tax liabilities are in respect of the following:


RM RM RM RM

Tax effects of:Temporary differences arising from:

Property, plant and equipment (82,000) (21,000) (81,000) –Convertible Unsecured Loan Stocks

(Note 25) (3,547,763) (7,501,199) (3,547,763) (7,501,199)Other 634,000 – 634,000 –

At end of year (2,995,763) (7,522,199) (2,994,763) (7,501,199)



18. INVENTORIES


RM RM RM RM

At cost:Completed houses 47,103,605 44,203,542 45,737,417 36,856,681Raw materials and consumables 192,312 266,134 – –Work-in-progress 60,362 6,151 – –Finished goods 2,821 3,198 – –Other inventories 14,978 25,961 14,978 25,961

47,374,078 44,504,986 45,752,395 36,882,642

Less: Allowance for inventories obsolescence (76,972) – – –

Net 47,297,106 44,504,986 45,752,395 36,882,642

As of to-date, certain titles of the completed houses of the Group (all pertaining to the Company) with carrying valueamounting to RM42,891,009 (RM34,010,273 in 2004) are held in escrow by the ultimate holding corporation.

19. TRADE AND OTHER RECEIVABLES


RM RM RM RM

Trade receivables 38,378,561 22,422,214 31,645,714 16,911,520Less: Allowance for doubtful debts (30,961) (30,961) – –

38,347,600 22,391,253 31,645,714 16,911,520

Accrued billings – 1,468,221 – –Other receivables 35,304 245,328 33,863 201,768Prepayments 104,753 56,902 93,459 46,976Deposits 878,635 758,843 661,428 542,435

39,366,292 24,920,547 32,434,464 17,702,699

Amount due from ultimate holding corporation (Note 29) 872,930 1,337,082 872,930 1,337,082

Amount due from subsidiary companies (Note 29) – – 17,081,353 14,340,104

Amount due from other related companies (Note 29) 443,092 1,238,205 443,092 1,238,205

40,682,314 27,495,834 50,831,839 34,618,090


Annual Report

19. TRADE AND OTHER RECEIVABLES (CONT’D.)

Trade receivables comprise amounts receivable from customers for property development projects. Other receivablescomprise mainly expenditure incurred which is claimable from third parties.

The credit period granted on property development projects is 180 days (also 180 days in 2004).

Included in deposits of the Group (all pertaining to a subsidiary company) is an amount of RM85,608 (alsoRM85,608 in 2004) paid to a related company to acquire a piece of land held for property development for a totalconsideration of RM865,079. The balance of the consideration will be payable upon delivery of the land title to thesubsidiary company and after obtaining the approval from the relevant authorities.

20. SHORT-TERM INVESTMENTS

The Group and the Company2005 2004

RM RM

At cost:Shares in corporations, quoted in Malaysia 114,618 99,935

Market value of quoted shares 110,850 112,900

21. DEPOSITS, BANK AND CASH BALANCES


RM RM RM RM

Deposits with licensed banks 12,630,060 15,321,850 – –Bank and cash balances 508,144 774,428 75,998 135,320Housing Development Accounts with

licensed banks 7,741,132 1,059,578 1,095,500 1,034,052

20,879,336 17,155,856 1,171,498 1,169,372

The Housing Development Account is maintained by the Company and a subsidiary company in accordance withSection 7(A) of the Housing Developers (Control and Licensing) Act, 1966. These accounts, which consist of moniesreceived from purchasers, are for the payment of property development expenditure incurred. The surplus monies, ifany, will be released to the Company and the subsidiary company upon the completion of the property developmentprojects and after all property development expenditure has been fully settled.



21. DEPOSITS, BANK AND CASH BALANCES (CONT’D.)

The average effective interest rates are as follows:


RM RM RM RM% % % %

Deposits with licensed banks 3.90 3.50 – –Housing Development Accounts 1.50 1.50 1.50 1.50

Deposits of the Group (all pertaining to subsidiary companies) have an average maturity of 30 days (also 30 days in 2004).

22. PROPERTY DEVELOPMENT PROJECTS


RM RM RM RM

At cost:Freehold land 1,176,335 1,176,335 – –Long leasehold land 12,649,966 12,235,510 12,649,966 12,235,510Development expenditure 97,886,514 72,737,420 64,656,437 46,125,945

At beginning of year 111,712,815 86,149,265 77,306,403 58,361,455

Cost incurred during the year:Long leasehold land – 498,543 – 498,543Development expenditure 66,578,550 60,166,496 50,532,147 47,085,847

66,578,550 60,665,039 50,532,147 47,584,390

178,291,365 146,814,304 127,838,550 105,945,845

Cost recognised as an expense in Income Statements:Previous year (37,206,042) (28,695,354) (16,254,163) (18,335,466)Current year (34,309,348) (38,128,872) (27,821,083) (27,536,881)

(71,515,390) (66,824,226) (44,075,246) (45,872,347)

Transfers from/(to):Land held for future development

(Note 16) 1,819,223 4,135,194 594,518 4,135,194Inventories (20,806,534) (9,618,499) (20,806,534) (3,156,452)

At end of year 87,788,664 74,506,773 63,551,288 61,052,240

The title to the long leasehold land is held in escrow by the ultimate holding corporation.

In 2005, borrowing costs of RM5,436,181, arising on funds borrowed specifically for property development activities,were capitalised during the period and are included in development expenditure incurred during the period.


Annual Report

23. TRADE AND OTHER PAYABLES


RM RM RM RM

Trade payables 8,066,005 5,913,594 7,829,973 5,909,684Amount due to ultimate holding corporation

(Note 29) 683,882 697,537 166,802 190,157Amount owing to subsidiary companies

(Note 29) – – 16,500 61,427Amount due to other related companies

(Note 29) 110,874 161,054 110,874 161,054Other payables 2,298,173 3,457,022 2,283,818 3,419,949Accruals 10,074,603 9,350,628 10,010,247 9,315,707Progress billings 946,369 – 798,649 –Deposits for disposal of land 90,000 339,000 – 297,000

22,269,906 19,918,835 21,216,863 19,354,978

The amounts owing mainly arose from trade transactions, rental payables, advances and payments on behalf. Theamounts owing are interest-free and have no fixed terms of repayment. Transactions with related parties are disclosedin Note 30.

24. BORROWINGS


RM RM RM RM

Current:Unsecured:

Bank overdraft 37,415,483 27,085,128 37,415,483 27,085,128Revolving credits 9,045,030 9,043,153 5,045,030 5,043,153

Secured:Term loan – 4,095,694 – 4,095,694Hire-purchase payables 275,000 275,000 259,200 259,200

46,735,513 40,498,975 42,719,713 36,483,175Non-current:Secured:

Hire-purchase payables 69,202 341,641 59,987 316,626

Total 46,804,715 40,840,616 42,779,700 36,799,801

The term loan of the Company is secured by legal charges over certain parcels of land belonging to the Companyas disclosed in Note 16 and repayable by 20 equal quarterly instalments of RM2,818,786 (inclusive of interest)commencing October, 2000.

The term loan was fully repaid during the financial year.



24. BORROWINGS (CONT’D.)

The average effective interest rates are as follows:


% %

Term loan 8.40 8.40Bank overdraft 7.25 7.25Revolving credits 4.56 6.85

The non-current portion of the hire-purchase payables is repayable as follows:


RM RM RM RM

Financial years ending December 31:2006 – 275,000 – 259,2002007 69,202 66,641 59,987 57,426

69,202 341,641 59,987 316,626

It is the Group’s and the Company’s policy to acquire certain of the property, plant and equipment under hire-purchase arrangements. The average term for hire-purchase is about 3 to 5 years. For the financial year endedDecember 31, 2005, the average effective interest rate was 7.09% (also 7.09% in 2004) per annum. Interest ratesare fixed at the inception of the hire-purchase arrangements.

The Group’s and the Company’s hire-purchase payables are secured by the financial institutions’ charge over theassets under hire-purchase.

25. CONVERTIBLE UNSECURED LOAN STOCKS


RM RM

At beginning of year 330,000,000 –Issued during the year:Liability component – 303,210,004Equity component, net of deferred tax liability – 19,288,797Deferred tax liability (Note 17) – 7,501,199

– 330,000,000

At end of year 330,000,000 330,000,000


Annual Report

25. CONVERTIBLE UNSECURED LOAN STOCKS (CONT’D.)

The movement of the liability component of the CULS during the year was as follows:


RM RM

At beginning of year 303,210,004 –Issued during the year – 303,210,004Interest accrued 17,419,415 –Interest paid (3,290,959) –

At end of year 317,338,460 303,210,004

On December 15, 2004, the Company issued 330,000,000 five (5) years Convertible Unsecured Loan Stocks (“CULS”)at nominal value of RM1 each as part of purchase consideration for the acquisition of freehold agricultural land zonedfor development measuring approximately 1,474.25 acres located at Mukim of Tebrau, Johor Bahru from its ultimateholding corporation. It was issued pursuant to the Memorandum and Articles of Association, the Board of Directors’resolution passed on September 9, 2004 and constituted by a Trust Deed dated November 24, 2004 between theCompany and Amanah Raya Berhad.

The salient features of the CULS are as follows:

a) The total issuance is RM330 million;

b) The interest rate of CULS is as follows (less any Malaysian income or withholding tax applicable thereto whichis required to be deducted):

Period (from issue date) Interest rate per annumFirst 24 months (Year 1 and 2) 1%

Next 36 months (Year 3, 4 and 5) 6%

The interest rate is payable annually in arrears on the last day of every 12 months period commencing from theissue date, December 15, 2004 until the maturity date, December 15, 2009 (‘Interest Payment Date’), calculated onthe basis of a year of 365 days and on the actual number of days elapsed and accrues daily from and including theissue date or the previous Interest Payment Date;

c) The CULS are redeemable in full or in part at their nominal value, at the option of the Company which will bedetermined by the independent directors of the Company. The redemption will be dependent on inter-alia, theavailability of profits and cash flows of the Company;

d) The conversion of the CULS into new ordinary shares of RM1 each of the Company at a conversion price ofRM1 per share is at the option of the CULS holder and may take place at any time after the second anniversaryfrom the date of issue of the CULS until the maturity date;

e) The remaining CULS not redeemed or converted on maturity date will be automatically converted into ordinaryshares;

f) The CULS will not be listed on the Bursa Malaysia Securities Berhad or any other stock exchange.



25. CONVERTIBLE UNSECURED LOAN STOCKS (CONT’D.)

The CULS have been classified separately into their components parts as liability or as equity on the balance sheetin accordance with FRS1322004 (previously known as MASB24), Financial Instruments: Disclosure and Presentation.The fair value of the liability component is calculated using a prevailing market interest rate at the date of issuancefor a similar nonconvertible loan stock. The residual amount, representing the fair value of the equity component, netof deferred tax liability, is included in shareholders’ equity.

26. SHARE CAPITAL


RM RM

Authorised:Ordinary shares of RM1 each

At beginning of year 500,000,000 200,000,000Created during the year – 300,000,000

At end of year 500,000,000 500,000,000

Issued and fully paid:Ordinary shares of RM1 each

At beginning of year 122,000,000 100,000,000Issued during the year – 22,000,000

At end of year 122,000,000 122,000,000

At the Extraordinary General Meeting held on May 24, 2005, the Company’s shareholders renewed the scheme torepurchase its own shares. The Directors of the Company are committed to enhance the value of the Company toits shareholders and believe that the repurchase scheme can be applied in the best interest of the Company and itsshareholders.

During the financial year, the Company did not repurchase any of its own shares (repurchased in the open market atotal of 192,500 of its issued ordinary shares in 2004). The average repurchase price in 2004 was about RM0.87 perordinary share.

The number of outstanding shares in issue after deducting treasury shares held at the financial year end is121,167,000 (also 121,167,000 in 2004) ordinary shares of RM1 each.

Treasury shares have no rights to voting, dividends and participation in any other distribution. Treasury shares shallnot be taken into account in calculating the number or percentage of shares or of a class of shares in the Companyfor any purposes including substantial shareholding, take-overs, notices, the requisitioning of meetings, the quorumfor a meeting and the result of a vote on a resolution at a meeting.

None of the treasury shares has been resold or distributed as share dividends during the financial year.


Annual Report

27. RESERVES


RM RM RM RM

Non-distributable reserves:Share premium 78,581,839 78,581,839 78,581,839 78,581,839Revaluation reserve – – 2,530,027 2,530,027

Distributable reserve:Unappropriated profit 135,805,760 127,615,821 108,825,489 102,479,790

214,387,599 206,197,660 189,937,355 183,591,656

Share premiumShare premium arose from the following:


RM RM

Special issue of 42,952,000 ordinary shares of RM1 each at RM2.20 per share for acquisition of land and landed properties 51,542,400 51,542,400

Restricted public issue of 10,000,000 new ordinary shares of RM1each at RM2.20 per share to the entitled shareholders of Kulim (Malaysia) Berhad 12,000,000 12,000,000

Public issue of 15,000,000 new ordinary shares of RM1 each at RM2.20 per share 18,000,000 18,000,000

Less: Listing expenses (2,960,561) (2,960,561)

78,581,839 78,581,839

Revaluation reserveThe revaluation reserve is used to record increase and decrease in revaluation of non-current assets, as described inaccounting policies. The amount arose from the revaluation of a subsidiary company in 1996 as follows:

The Company2005 2004

RM RM

Revaluation surplus arising from revaluation of a subsidiary company 7,530,027 7,530,027Less: Bonus issue (5,000,000) (5,000,000)

2,530,027 2,530,027



27. RESERVES (CONT’D.)

Unappropriated profitDistributable reserves are those available for distribution by way of dividends. Based on the prevailing tax rateapplicable to dividends and the estimated tax credits and the tax-exempt account balance as mentioned in Note 10,the unappropriated profit of the Company as of December 31, 2005 is available for distribution by way of cashdividends without additional tax liabilities being incurred.

28. CASH AND CASH EQUIVALENTS

Cash and cash equivalents comprise the following:


RM RM RM RM

Bank and cash balances 508,144 774,428 75,998 135,320Housing Development Accounts 7,741,132 1,059,578 1,095,500 1,034,052

8,249,276 1,834,006 1,171,498 1,169,372

Deposits with licensed banks 12,630,060 15,321,850 – –Bank overdraft (Note 24) (37,415,483) (27,085,128) (37,415,483) (27,085,128)

(16,536,147) (9,929,272) (36,243,985) (25,915,756)

29. HOLDING CORPORATION AND INTERCOMPANY BALANCES

The Company’s Immediate and Ultimate Holding Corporation is Johor Corporation, a body corporate established underthe Johor Corporation Enactment (No. 4 of 1968) (as amended by Enactment No. 5 of 1995).

The amount due from/to ultimate holding corporation arose mainly from trade transactions which are unsecured,interest free and have no fixed terms of repayment.

The amount due from/to subsidiary companies and other related companies arose mainly from advances andpayments on behalf which are unsecured, interest free and have no fixed terms of repayment.


Annual Report

30. SIGNIFICANT RELATED PARTY TRANSACTIONS

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


RM RM RM RM

Expenses (Income):

Ultimate holding corporation (Johor Corporation):Interest expense on Convertible

Unsecured Loan Stocks 3,290,959 153,698 3,290,959 153,698Secretarial fee 37,480 25,220 24,000 16,280Consultancy fee 33,827 64,788 33,827 64,788Rental of office 21,650 – 21,650 –Sales commission – (39,981) – (39,981)Management fee (67,185) (23,419) (67,185) (23,419)

Other related companies (subsidiaries of Johor Corporation):Kulim (Malaysia) BerhadManagement fee 267,442 317,126 267,442 317,126Sales commission 65,328 95,905 65,328 95,905Sales of fresh fruit bunches (2,613,136) (3,836,198) (2,613,136) (3,836,198)

Harta Consult Sdn. Bhd.Rental of office 492,135 435,246 492,135 435,246Security service 7,726 421,130 – 421,130Office maintenance 2,496 – 2,496 –

Willis (Malaysia) Sdn. Bhd.Insurance 159,375 110,331 147,309 98,060

Teraju Fokus Sdn. Bhd.Security service 683,270 – 683,270 –

Pro Communication Sdn. Bhd.Advertising and promotion 170,515 – 170,515 –

Tiram Travel Sdn. Bhd.Sports and recreation 103,670 – 103,670 –

Johor Silica Industries Sdn. Bhd.Corporate fee (24,000) (24,000) (24,000) (24,000)



30. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONT’D.)

In addition, the Group and the Company acquired the following from its related companies:


RM RM RM RM

Ultimate holding corporation (Johor Corporation):

Purchase of: Land held for future development – 353,000,000 – 353,000,000

Another related company (subsidiary of Johor Corporation):

Johor Ventures Sdn. Bhd.Purchase of:

Property, plant and equipment – 192,000 – 192,000Golf club membership – 180,000 – 180,000

For the following intercompany transactions, the identities of the other related companies (subsidiaries of JohorCorporation) are not disclosed because no single transaction is significant enough to warrant separate disclosure:


RM RM RM RM

Expenses/(Income):

Registration fee 38,743 24,956 38,743 24,956Printing and stationery 36,023 23,889 36,023 23,889Advertising and promotion 7,684 13,552 7,684 13,552Rental of office 3,900 1,200 3,900 1,200Sports and recreation 2,450 – 2,450 –Sales commissions 904 1,199 904 1,199Translation service fee 347 – 347 –Rental of equipment 200 – 200 –Travelling/transportation – 56,384 – 56,384Training fee – 1,900 – 1,900Corporate fee (12,000) (12,000) (12,000) (12,000)

The directors of the Group and of the Company are of the opinion that the above transactions have been enteredinto in the normal course of business and have been established under terms that are no less favourable than thosearranged with independent third parties.


Annual Report

31. FINANCIAL INSTRUMENTS

Financial Risk Management Objectives and PoliciesThe operations of the Group and of the Company are subject to a variety of financial risks, including interest raterisk, credit risk, liquidity risk and cash flow risk. The Group and the Company have formulated a financial riskmanagement framework whose principal objective is to minimise the Group’s and the Company’s exposure to risksand/or costs associated with the financing, investing and operating activities of the Group and of the Company.

Various risk management policies are approved by the Board for observation in the day-to-day operations for thecontrolling and management of the risks associated with financial instruments.

Interest rate riskThe Group and the Company enter into various interest rate risk management transactions for the purpose ofreducing net interest costs and to achieve interest rates within predictable, desired ranges.

Credit riskThe Group and the Company are exposed to credit risk mainly from trade receivables and cash and cash equivalents.

The Group and the Company extend credit to its customers based upon careful evaluation of the customers’ financialcondition.

Management believes that the Group’s and the Company’s exposure on credit risk of cash and cash equivalents islimited as it is placed with credit worthy financial institutions.

Liquidity risk The Group and the Company practise prudent liquidity risk management to minimise the mismatch of financial assetsand liabilities and to maintain sufficient credit facilities for contingent funding requirement of working capital.

Cash flow risk The Group and the Company review their cash flow position regularly to manage their exposure to fluctuations infuture cash flows associated with their monetary financial instruments.

Financial Assets The Group’s and the Company’s principal financial assets are deposits, cash and bank balances, trade and otherreceivables and equity investments.

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

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

Significant financial liabilities of the Group and of the Company are trade and other payables, bank borrowings andConvertible Unsecured Loan Stocks.

Bank borrowings are recorded at the proceeds received net of direct issue costs.

Finance charges are accounted for on accrual basis.

Equity instruments are recorded at the proceeds received net of direct issue costs.



31. FINANCIAL INSTRUMENTS (CONT’D.)

Fair Values The carrying amounts and the estimated fair values of the Group’s and of the Company’s financial instruments as ofDecember 31, 2005 are as follows:


Carrying Fair Carrying FairAmount Value Amount Value

Note RM RM RM RM

Financial assetsShort-term investment

- quoted shares 20 114,618 110,850 99,935 112,900

Financial Liabilities Borrowings - term loan 24 – – 4,095,694 4,095,694Convertible Unsecured Loan Stocks

– liability component 25 317,338,460 317,338,460 303,210,004 303,210,004

Cash and cash equivalents, trade and other receivables, trade and other payables and other bank borrowings

The fair value of these financial instruments approximate their carrying amounts due to the short maturities of theseinstruments.

Equity investmentsThe market values of quoted shares as at balance sheet date approximates their fair values.

Term loan The fair value of term loan is estimated using discounted cash flow analysis based on current borrowing rates forsimilar types of borrowing arrangements.

Convertible Unsecured Loan Stocks The carrying amount of Convertible Unsecured Loan Stocks approximates fair value as the instrument is calculatedusing a prevailing market interest rate at the date of issuance for a similar convertible loan stocks.

32. RENTAL COMMITMENTS

As of December 31, 2005, the Company has commitments under non-cancellable rental agreements in respect ofrental of premises. The aggregate commitments for future rental payments are as follows:


RM RM

Financial year ending December 31:2006 509,568 –


Annual Report

33. SIGNIFICANT EVENTS DURING THE YEAR

During the financial year,

(i) The Company disposed off its 35% equity interest in Saint Gobain Terreal (Malaysia) Sdn. Bhd. to Terreal Francefor a cash consideration of RM1,837,500.

(ii) A Bridging Finance – I facility of RM59 million was approved by a local bank to be granted to a subsidiarycompany. This facility is to be secured by certain land held for future development of the subsidiary companywith carrying amount of RM4,267,390 and guaranteed by the Company.

As of the date of report, the subsidiary company is in the process of registering the charge of these land heldfor future development.


statement by directors

The directors of JOHOR LAND BERHAD state that, in their opinion, the accompanying balance sheets and the related

statements of income, cash flows and changes in equity are drawn up in accordance with the provisions of the Companies

Act, 1965 and the applicable MASB approved accounting standards in Malaysia so as to give a true and fair view of the

state of affairs of the Group and the Company as of December 31, 2005 and of the results of their businesses and the

cash flows of the Group and of the Company for the year ended on that date.

Signed in accordance with

a resolution of the Directors,

TAN SRI DATO’ MUHAMMAD ALI HASHIM

A.F.M SHAFIQUL HAFIZ

Johor Bahru

March 6, 2006


Annual Report

declaration by the officer primarily responsible

for the financial management of the company

I, MARIANA BINTI SIDI, the officer primarily responsible for the financial management of JOHOR LAND BERHAD, do

solemnly and sincerely declare that the accompanying balance sheets and the related statements of income, cash flows

and changes in equity are, in my opinion, correct and I make this solemn declaration conscientiously believing the same

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

Subscribed and solemnly declared by the )

abovenamed MARIANA BINTI SIDI )

at JOHOR BAHRU in the State of )

JOHOR on March 6, 2006 ) MARIANA BINTI SIDI

Before me,

COMMISSIONER FOR OATHS

HJ. DAUD BIN HJ. HASSAN P.L.P., P.I.S., P.P.N.

NO J 093

MUAR

SEGAMAT

BATU PAHAT

PAGOH LAND55.65 acres

KLUANG

MERSING

KOTA TINGGI

PONTIAN

LAND BANK

PROJECT

JOHOR BAHRU

PASIRGUDANG

BANDAR DATO' ONN1,474.25 acres

TAMAN SEROJA

INDERAPUTRA LAND0.84 acres

BANDAR TIRAM1,150.50 acres

TAMAN KOMERSIAL SENAI

PEKAN RABUMEDAN KOTA

PANGSAPURI TERATAI

Desaru

Ulu Tiram

Sedili

TAMAN BUKIT DAHLIA207.86 acres

VACANT FACTORY LANDPASIR GUDANG2.53 acres

Kulai

Simpang Renggam

Jemaluang

Benut

Endau

Yong Peng

Air Hitam

Tangkak

GREEN PLAINSTAMAN BUKIT TIRAM

TAMAN CENDANA

TAMAN MAWAR

TERBAU BUSINESS PARK


location of land bank and projects

list of properties

Revaluation of land and buildings will be carried out only if there intended for sales or when market value have change materially.

Details of the landed properties owned by the JLand Group as at December 31, 2005 are as follows:

Net bookvalue as at

Tenure/Approx. Land area/ 31.12.2005 AcquisitionTitle/Location age of building Existing use Built-up area RM’000 Date

A. FIXED ASSETS

PPSB Factory BuildingPTD 148262 HS(D) 303855 60 years lease Factory building 12,140.47 sq metres 2,535 1999Mukim of Plentong Expiring on 1,268.50 sq metresDistrict of Johor Bahru 18.5.2060/7 years(Owned by PPSB)

JLM FactoryPTD 110891 HS(D) 212054 60 years lease Factory building 2,559.00 sq metres 939 1994Mukim of Plentong Expiring on 1,004.00 sq metresDistrict of Johor Bahru 27.6.2053/11 years(Owned by JLM)

Bungalow lot at Green PlainsPTD 57050 HS(D) 187333 Freehold/11 years Double storey 4,411.07 sq metres 884 1998Mukim of Tebrau bungalow 400.00 sq metresDistrict of Johor Bahru

PTD 57049 HS(D) 187332 Freehold/11 years Double storey 4822.60 sq metres 633 2003Mukim of Tebrau bungalow 357.24 sq metresDistrict of Johor Bahru(Owned by ADSB)

Bungalow lot at Taman BertamLot 4429 - 4431 HS(D) 1664 - 1666 Freehold 3 vacant 2,222.00 sq metres 294 1995Mukim 6, Seberang Prai Utara bungalow lotsPenang

Lot 4453 - 4454 HS(D) 5824 - 5825 Freehold 2 vacant 1,482.00 sq metres 199 2004Mukim 6, Seberang Prai Utara bungalow lotsPenang

Shophouse at Taman BintangPTD 22925 HS(D) 13369 Freehold/9 years Double storey 143.00 sq metres 208 1995Mukim of Senai-Kulai shophouse 272.00 sq metresDistrict of Johor Bahru


Annual Report


Details of the landed properties owned by the JLand Group as at December 31, 2005 are as follows: (continued)

Net bookvalue as at


B. FUTURE DEVELOPMENT

Bandar Tiram (Phase 1)Lot 169 G 15799 Freehold Oil palm estate 106.97 acres 13,190 2001Mukim of TebrauLot 825 - 831 EMR 412 - 418Mukim of PlentongDistrict of Johor Bahru

Bandar Tiram (Phase 2)PTD 113308 - 113435 Freehold Oil palm estate 85.85 acres 10,930 1995HS(D) 375296 - 375423Mukim of TebrauDistrict of Johor Bahru

Bandar Tiram (Phase 3)PTD 105766 HS(D) 354246 & Freehold Oil palm estate 572.49 acres 42,858 1995PTD 105767 HS(D) 354247Mukim of TebrauDistrict of Johor Bahru

PTD 105769 HS(D) 354249 & Freehold Oil palm estate 71.05 acres 3,150 1995PTD 105770 HS(D) 354250Mukim of TebrauDistrict of Johor Bahru(Owned by ADSB)

PTD 14616 - 14618 Freehold Oil palm estate 99.58 acres 4,615 1995HS(D) 62950 - 62952Mukim of TebrauDistrict of Johor Bahru(Owned by ADSB)

Bandar Tiram (Phase 4)PTD 105768 HS(D) 354248 Freehold Oil palm estate 97.31 acres 7,284 1995Mukim of TebrauDistrict of Johor Bahru

Bandar Tiram (Phase 5)Lot 12 CT 556, Lot 14 CT 557 Freehold Oil palm estate 117.65 acres 8,808 1995Lot 18 CT 561Lot 860 CT 562Lot 2016 CT 567Part of Lot 1176 CT 565 &Part of Lot 1182 CT 566Mukim of Kota TinggiDistrict of Kota Tinggi

list of properties


Annual Report


Net bookvalue as at


Taman Bukit Tiram (Phase 2)PTD 84650 - 84680 Freehold Mixed housing 27.43 acres 2,434 1995HS(D) 307056 - 307086, developmentPTD 84697 - 84741HS(D) 307103 - 307147,PTD 84744 - 84821HS(D) 307148 - 307225,PTD 84824 - 84933HS(D) 307226 - 307335,PTD 84935 - 85077HS(D) 307336 - 307478,PTD 85080 - 85139HS(D) 307479 - 307538,PTD 85141 HS(D) 307539PTD 85274 - 85442HS(D) 307672 - 307840,PTD 85444 - 85453HS(D) 307841 - 307850 &PTD 85455 - 85533HS(D) 307851 - 307929,Mukim of TebrauDistrict of Johor Bahru(Owned by ADSB)

Taman Bukit Tiram (Phase 3)PTD 88267 - 88273 Freehold Mixed housing 3.37 acres 298 1995HS(D) 302582 - 302588 developmentMukim of TebrauDistrict of Johor Bahru(Owned by ADSB)

PTD 130298 - 130512 Freehold Mixed housing 7.83 acres 692 1995HS(D) 401482 - 401694 developmentMukim of TebrauDistrict of Johor Bahru(Owned by ADSB)

Development land Freehold Mixed housing 9.53 acres 843 1995Mukim of Tebrau (Land title is developmentDistrict of Johor Bahru yet to be issued)(Owned by ADSB)



Net bookvalue as at


Taman Bukit Dahlia (Block A)PTD 155670 - 155715 99 years lease, Mixed housing 20.50 acres 4,451 1995HS(D) 317563 - 317609, Expiring on developmentPTD 155919 - 155949 2.6.2100HS(D) 317815 - 317845,PTD 155951 - 156000HS(D) 317815 - 317896,PTD 156003 - 156061HS(D) 318897 - 318955,PTD 156290 - 156311HS(D) 318183 - 318204,PTD 156336 - 156357HS(D) 318229 - 318250,PTD 156382 - 156403HS(D) 318274 - 318295,PTD 156446 - 156473HS(D) 318337 - 318364,PTD 156532 - 156559HS(D) 318935 - 318991,PTD 156417 - 156445HS(D) 318308 - 318336,PTD 156474 - 156500HS(D) 318365 - 318391,PTD 156501 - 156531HS(D) 318904 - 318934 &PTD 156560 - 156588HS(D) 318963 - 318991Mukim of PlentongDistrict of Johor Bahru

Taman Bukit Dahlia (Block C)Development land 99 years lease Mixed housing 55.89 acres 5,800 1995Mukim of Plentong (Land titles is developmentDistrict of Johor Bahru yet to be issued)

Taman Bukit Dahlia (Block D)Development land 99 years lease Mixed housing 60.72 acres 7,096 1995Mukim of Plentong (Land titles is developmentDistrict of Johor Bahru yet to be issued)

Taman Bukit Dahlia (Block E)PTD 179241 - 179336 99 years lease, Mixed housing 21.92 acres 4,977 1995HS(D) 371069 - 371164 Expiring on developmentPTD 179337 - 179348 30.6.2103HS(D) 371165 - 371176,PTD 179350 - 179451HS(D) 371177 - 371278,PTD 179758 - 179877HS(D) 371585 - 371704 &PTD 179878 - 180230HS(D) 371705 - 372057Mukim of PlentongDistrict of Johor Bahru

list of properties


Annual Report


Net bookvalue as at


Taman Bukit Dahlia (Block F)PTD 155634 - 155669 99 years lease, Mixed housing 3.95 acres 915 1995HS(D) 317527 - 317562 Expiring on developmentMukim of Plentong 2.6.2100District of Johor Bahru

PTD 179207 - 179208 Freehold Mixed housing 1.52 acres 352 1995HS(D) 391369 - 391370 & developmentPTD 179223 - 179240HS(D) 391385 - 391402Mukim of PlentongDistrict of Johor Bahru

Development land 99 years lease Mixed housing 43.36 acres 4,219 1995Mukim of Plentong (Land title is developmentDistrict of Johor Bahru yet to be issued)

Bandar Dato’ OnnPTD 84134 HS(D) 281737 Freehold Mixed housing 1,474.25 acres 364,291 2004Mukim of Tebrau developmentDistrict of Johor Bahru

Inderaputra LandPTB 21108 HS(D) 380523 Freehold Vacant land 3,409.22 sq metres 7,049 2000Mukim of Bandar Johor BahruDistrict of Johor Bahru

Pagoh LandDevelopment Land Leasehold Vacant land 55.65 acres 3,896 1998Mukim of Jorak (Land title is District of Muar yet to be issued)

Vacant Factory Land at Pasir GudangPTD 110888 - 110890 60 years lease, 4 Vacant 10,220.47 sq metres 770 1995HS(D) 212051 - 212053, Expiring on factory lotsPTD 110893 HS(D) 212056 & 27.6.2053PTD 110895 - 110896HS(D) 212058 - 212059Mukim of PlentongDistrict of Johor Bahru

Shareholdings Statistics as at March 31, 2006

Authorised Share Capital : RM500,000,000Issued & Fully Paid-Up Capital : RM122,000,000 less 833,000 Treasury Shares = 121,167,000Class of Shares : Ordinary Share of RM1/= each

VOTING RIGHT OF SHAREHOLDERS

Every member of the Company present in person or by proxy shall have one vote on a show of hand and in the case of a pollshall have one vote for every share of which he/she is the holder.

BREAK DOWN OF SHAREHOLDINGS

Size of Shareholdings No. of % No. of %Shareholders Shares

Less than 100 610 5.79 19,201 0.02100 – 1,000 6,006 57.05 3,230,775 2.671,001 – 10,000 3,428 32.56 11,218,365 9.2610,001 – 100,000 433 4.11 11,921,340 9.84100,001 to less than 5% of Issued Capital 49 0.47 39,809,729 32.855% and above of Issued Capital 2 0.02 54,967,590 45.36

TOTAL 10,528 100.00 121,167,000 100.00

TOP THIRTY SECURITIES ACCOUNT HOLDERS(Without aggregating the securities from different securities accounts belonging to the same depositor)

Name No. of Shares %

1 Johor Corporation 31,892,270 26.322 Johor Corporation 23,075,320 19.043 Johor Ventures Sdn Bhd 5,804,370 4.794 Johor Corporation 5,705,590 4.715 Johor Capital Holdings Sdn Bhd 5,571,000 4.606 Employees Provident Fund Board 5,511,860 4.557 Permodalan Nasional Berhad 1,794,580 1.488 Amanah Raya Noms (T) Sdn Bhd

– A/C Skim Amanah Saham Bumiputera 1,500,000 1.249 Amanah Raya Noms (T) Sdn Bhd

– A/C Amanah Saham Johor 1,473,532 1.2210 Amanah Raya Noms (T) Sdn Bhd

– A/C Dana Johor 1,444,910 1.1911 Lembaga Tabung Amanah Warisan Negeri Terengganu 1,003,260 0.8312 Shoptra Jaya (M) Sdn Bhd 802,700 0.6613 PRB Noms (T) Sdn Bhd

– A/C Rubber Industry Smallholders Development Authority 578,510 0.4814 Quah Wee Lai 519,140 0.43


TOP THIRTY SECURITIES ACCOUNT HOLDERS (CONT’D.)(Without aggregating the securities from different securities accounts belonging to the same depositor)


15 Malaysia Noms (T) Sdn Bhd – A/C Zalaraz Sdn Bhd 501,600 0.41

16 Malaysia Noms (T) Sdn Bhd – A/C Great Eastern Life Assurance (Malaysia) Berhad (PAR 1) 497,510 0.41

17 PRB Noms (T) Sdn Bhd – A/C Rubber Industry Smallholders Development Authority 494,400 0.41

18 Tabung Amanah Warisan Negeri Johor 402,950 0.3319 Lembaga Tabung Haji 395,870 0.3320 PRB Noms (T) Sdn Bhd

– A/C Rubber Industry Smallholders Development Authority 394,000 0.3321 Johor Corporation 350,980 0.2922 PRB Noms (T) Sdn Bhd

– A/C Rubber Industry Smallholders Development Authority 350,160 0.2923 HSBC Noms (A) Sdn Bhd

– Exempt An for HSBC Private Bank (Suisse) S.A. (Spore TST ACCL) 300,000 0.2524 Quarry Lane Sdn Bhd 267,940 0.2225 A F M Shafiqul Hafiz 267,800 0.2226 Citigroup Noms (A) Sdn Bhd

– A/C CBNY for DFA Emerging Markets Fund 247,940 0.2027 Zulkifli bin Hussain 232,200 0.1928 Tan Kok Sing 221,400 0.1829 Chin Lin Thai 220,000 0.1830 Eng Hup Seng Co. Sdn Bhd 218,000 0.18

SUBSTANTIAL SHAREHOLDERS


1 Johor Corporation – 5 a/cs 61,026,190 50.37Johor Corporation Group – Johor Ventures Sdn Bhd – 2 a/cs 5,847,920

– Johor Capital Holdings Sdn Bhd – 3 a/cs 5,763,810 11,611,730 9.58

ANALYSIS OF SHAREHOLDERS

No. of Shareholders % No. of Shares %

Malaysian – Bumiputra 1,067 10.13 92,971,701 76.73– Others 7,981 75.81 21,039,920 17.36

Foreigners 1,480 14.06 7,155,379 5.91

TOTAL 10,528 100.00 121,167,000 100.00


Annual Report

notice of annual general meeting

NOTICE IS HEREBY GIVEN THAT the Thirty First (31st) AnnualGeneral Meeting of Johor Land Berhad will be held at Delima Room,2nd Floor, The Puteri Pacific Hotel, Jalan Abdullah Ibrahim, 80000Johor Bahru, Johor on Wednesday, May 24, 2006 at 12.00 noon forthe following purposes:-

AS ORDINARY BUSINESSES:-

1. To receive and adopt the Report and the Audited Financial Statements for the financialyear ended December 31, 2005 and the reports of the Directors and Auditors thereon;

2. To approve final dividend of 3% (less Malaysian income tax at 28%) in respect of thefinancial year ended December 31, 2005;

3. To re-elect the following Directors who retire in accordance with the Company’sArticles of Association:-

(i) Tan Sri Dato’ Muhammad Ali Hashim (Article 81)

(ii) Mahlil Bin Omar (Article 87)

(iii) Kua Hwee Sim (Article 87)

4. To re-elect Dato Hj Hassan Bin Hj Mohd Yunos, who is over the age of seventy (70)years who retires in accordance with Section 129(6) of the Companies Act, 1965;

5. To approve the payment of Directors’ fees in respect of the financial year ended December 31, 2005;

6. To appoint Messrs KPMG, having consented to act, as Auditors of the Company forthe financial year ending December 31, 2006 in place of the retiring Auditors, MessrsDeloitte & Touche, to hold office until the conclusion of the next Annual GeneralMeeting and to authorise the Directors to fix their remuneration;

Notice of Nomination pursuant to Section 172(11) of the Companies Act, 1965 (a copyof which is attached and marked as “Annexure A” in the 2005 Annual Report) hasbeen received by the Company for the nomination of Messrs KPMG for theappointment as Auditors in place of the retiring Auditors, Messrs Deloitte & Touche.

7. To transact any other business of which due notice shall have been given;

AS SPECIAL BUSINESS:-

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

“That pursuant to section 132(D) of the Companies Act, 1965, the Directors be andare hereby authorised to allot and issue shares of the Company at any time until theconclusion of the next Annual General Meeting, upon such terms and conditions andfor such purposes as the Directors may, in their absolute discretion shall deem fitprovided always that the aggregate number of shares to be allotted and issued shallnot exceed ten percent (10%) of the issued share capital of the Company for the timebeing, subject always to the approval of all relevant regulatory bodies being obtainedfor such allotment and issue.” (See note)

Resolution 1

Resolution 2

Resolution 3

Resolution 4

Resolution 5

Resolution 6

Resolution 7

Resolution 8

Resolution 9


NOTICE OF DIVIDEND ENTITLEMENT AND PAYMENT NO. 11

Pursuant to the NOTICE WHICH WAS GIVEN ON April 12, 2006 and subject toapproval of Resolution 2, a final dividend of 3% (less Malaysian income tax at 28%)in respect of the financial year ended December 31, 2005 on the entitled issuedordinary share capital of the Company payable on June 30, 2006 to shareholdersregistered in the Register of Members of the Company with the Registrars,Pro-Corporate Management Services Sdn Bhd, Suite 2, 17th Floor, Kompleks TunAbdul Razak, Jalan Wong Ah Fook, 80000 Johor Bahru, Johor at the close ofbusiness at 5.00 pm on June 2, 2006.

Further NOTICE IS ALSO HEREBY GIVEN THAT a depositor shall qualify forentitlement only in respect of:-

a. Shares transferred into the depositor’s securities accounts before 4.00 pm onJune 2, 2006 in respect of ordinary transfers;

b. Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlementbasis according to the Rules of the Bursa Malaysia Securities Berhad.

By Order of the BoardJOHOR LAND BERHAD

JAMALLUDIN BIN KALAM (LS 02710)IDHAM JIHADI BIN ABU BAKAR, ACIS (MAICSA 7007381)Secretaries

Venue : JOHOR BAHRUDated : APRIL 25, 2006

EXPLANATORY NOTE ON SPECIAL BUSINESS:-

Resolution 9Your Board would like to act expeditiously to expand your Group’s core business, ifand when they arise. Although the investment sum involved may not be toosubstantial to require shareholders’ approval at an Extraordinary General Meeting, theDirectors may consider it appropriate to finance such potential business opportunitiesby the issue of a limited number of new shares. In order to facilitate the process, itis thus appropriate that the Directors be authorised to issue shares in the Companyup to an amount not exceeding in total 10% of the existing issued capital of theCompany for such purpose during the period. This authority, unless revoked or variedat a general meeting, will take effect until the next Annual General Meeting of theCompany pursuant to Section 132(D) of the Companies Act, 1965.

Notes:-1. A member entitled to attend and vote at this

meeting is entitled to appoint a proxy and voteinstead of him. A proxy may but need not be amember of the Company.

2. The instrument appointing a proxy shall be inwriting under the hand of the appointer or hisattorney duly authorised in writing or if theappointer is a corporation/company either underits common seal or under the hand of its attorneyduly authorised.

3. If a member appoints two proxies to attend at thesame meeting, the instrument of proxy mustspecify the proportion of his shareholdings to berepresented by each proxy.

4. The instrument appointing a proxy must bedeposited at the Registered Office of theCompany, at 13th Floor, Menara JohorCorporation, KOTARAYA 80000 Johor Bahru, Johornot less than forty eight (48) hours before thetime appointed for holding the meeting or anyadjournment thereof.


Annual Report

NOTIS MESYUARAT AGUNG TAHUNAN

DENGAN INI DIBERITAHU BAHAWA Mesyuarat Agung TahunanJohor Land Berhad kali ke Tiga Puluh Satu (31) akan diadakan di BilikDelima, Tingkat 2, Hotel Puteri Pacific, Jalan Abdullah Ibrahim, 80000Johor Bahru, Johor pada hari Rabu, 24 Mei 2006 pada jam 12.00tengahari bagi tujuan-tujuan berikut:-

SEBAGAI URUSAN-URUSAN BIASA:-

1. Menerima dan meluluskan Laporan dan Penyata Kewangan Beraudit bagi tahun kewanganberakhir 31 Disember 2005 serta Laporan Pengarah-Pengarah dan Juruaudit berkaitandengannya;

2. Meluluskan dividen akhir sebanyak 3% (ditolak 28% cukai pendapatan Malaysia) bagitahun kewangan berakhir 31 Disember 2005;

3. Melantik semula Pengarah-Pengarah berikut yang bersara mengikut Tataurusan Syarikat:-

(i) Tan Sri Dato’ Muhammad Ali Hashim (Artikel 81)

(ii) Mahlil Bin Omar (Artikel 87)

(iii) Kua Hwee Sim (Artikel 87)

4. Melantik semula Dato Hj Hassan Bin Hj Mohd Yunos yang berumur melebihi tujuh puluhtahun (70) tahun yang bersara mengikut Seksyen 129(6) Akta Syarikat, 1965;

5. Meluluskan pembayaran yuran Pengarah bagi tahun kewangan berakhir 31 Disember 2005;

6. Melantik Tetuan KPMG yang bersetuju untuk bertindak sebagai Juruaudit Syarikat bagi tahunkewangan berakhir 31 Disember 2006 bagi menggantikan Tetuan Deloitte & Touche yangakan bersara dan memegang jawatan sehingga penutupan Mesyuarat Agung Tahunan yangakan datang dan memberi kuasa kepada Pengarah-pengarah untuk menetapkan bayarannya;

Notis Pencalonan selaras dengan Seksyen 172(11) Akta Syarikat 1965 (sesalinan notisdilampirkan dan dinyatakan sebagai “Annexure A” di dalam Laporan Tahunan 2005) telahditerima oleh Syarikat bagi pencalonan Tetuan KPMG untuk perlantikan Juruaudit bagimenggantikan Tetuan Deloitte & Touche yang akan bersara.

7. Menjalankan sebarang urusan Syarikat yang lain di mana notis yang mencukupi telah diberi;

SEBAGAI URUSAN KHAS:-

8. Untuk mempertimbangkan dan sekiranya didapati wajar, meluluskan Resolusi Biasa berikut:-

“Bahawa selaras dengan peruntukan Seksyen 132(D) Akta Syarikat 1965, adalah dandengan ini para Pengarah diberi kuasa untuk memperuntukkan dan menerbitkan saham-saham Syarikat pada bila-bila masa sehingga penutup Mesyuarat Agung Tahunan yangakan datang, mengikut terma-terma dan syarat-syarat tertentu dan untuk tujuan-tujuantertentu sebagaimana para Pengarah mungkin, mengikut budibicara mutlak mereka,fikirkan wajar dengan syarat bahawa agregat bilangan saham yang akan diperuntukkandan diterbitkan tidak melebihi sepuluh peratus (10%) daripada modal saham Syarikat yangditerbitkan buat ketika ini, tertakluk sentiasa kepada kelulusan pihak-pihak berkuasa yangberkaitan diperolehi bagi peruntukan dan terbitan saham demikian” (Lihat nota)

Resolusi 1

Resolusi 2

Resolusi 3

Resolusi 4

Resolusi 5

Resolusi 6

Resolusi 7

Resolusi 8

Resolusi 9


NOTIS KELAYAKAN DAN PEMBAYARAN DIVIDEN NO. 11

Selaras dengan NOTIS YANG TELAH DIBERITAHU PADA 12 April 2006 dan tertaklukkepada kelulusan Resolusi 2, dividen akhir sebanyak 3% (ditolak 28% cukaipendapatan Malaysia) bagi tahun berakhir 31 Disember 2005 ke atas saham-sahambiasa Syarikat yang berkelayakan akan dibayar pada 30 Jun 2006 kepadapemegang-pemegang saham berdaftar di Daftar Pemegang Saham Syarikat denganPendaftar Saham Syarikat, Pro-Corporate Management Services Sdn Bhd, Suite 2,Tingkat 17, Kompleks Tun Abdul Razak, Jalan Wong Ah Fook, 80000 Johor Bahru,Johor pada penutupan urusniaga pada jam 5.00 petang pada 2 Jun 2006.

DENGAN INI SELANJUTNYA DIBERITAHU BAHAWA pendeposit adalah berkelayakanuntuk hak dividen hanya dalam keadaan-keadaan berikut:-

a. Saham-saham yang dipindah milik kepada akaun sekuriti pendeposit sebelumjam 4.00 petang pada 2 Jun 2006 berkaitan dengan pindah milik biasa;

b. Saham-saham yang dibeli di Bursa Malaysia Securities Berhad yangberkelayakan berdasarkan pada peraturan asas yang ditetapkan oleh BursaMalaysia Securities Berhad.

Dengan Perintah Lembaga PengarahJOHOR LAND BERHAD

JAMALLUDIN BIN KALAM (LS 02710)IDHAM JIHADI BIN ABU BAKAR, ACIS (MAICSA 7007381)Setiausaha-Setiausaha

Tempat : JOHOR BAHRUTarikh : 25 APRIL 2006

NOTA KETERANGAN BAGI URUSAN KHAS:-

Resolusi 9Lembaga Pengarah perlu bertindak merebut peluang-peluang memperbesarkanperniagaan utama Kumpulan dengan segera, apabila dan jika peluang-peluang itumuncul. Biarpun jumlah pelaburannya mungkin tidak terlalu besar sehingga perlumendapatkan kelulusan para pemegang saham menerusi Mesyuarat AgungLuarbiasa, para Pengarah mungkin perlu untuk membiayai peluang perniagaan yangberpotensi itu dengan menerbitkan sebilangan saham-saham baru. Bagi memenuhiproses ini, adalah wajar para Pengarah diberikan kuasa menerbitkan saham-sahamdalam Syarikat dengan jumlahnya tidak melebihi sepuluh peratus (10%) daripadaterbitan modal saham Syarikat sedia ada untuk tujuan itu dalam tempoh berkenaan.Kuasa ini kecuali dibatalkan atau diubahsuai dalam mesyuarat agung, akanberkuatkuasa sehingga tamat Mesyuarat Agung Tahunan Syarikat berikutnya menurutSeksyen 132(D) Akta Syarikat, 1965.

Nota:-1. Seorang ahli yang berhak menghadiri dan

mengundi dalam Mesyuarat ini berhak melantikseorang proksi untuk menghadiri bagi pihakdirinya. Seorang proksi tidak semestinya seorangahli syarikat.

2. Suratcara perlantikan proksi hendaklah dibuatsecara bertulis oleh pelantik atau wakil mutlakyang berkuasa atau jika pelantik adalah sebuahPerbadanan/Syarikat suratcara mestilahdisempurnakan di bawah meterai Perbadanan/Syarikat atau di dalam bidang kuasa wakilmutlak.

3. Apabila seorang Ahli melantik dua orang proksidalam mesyuarat yang sama, perlantikan tersebuthendaklah menyatakan bilangan saham yang akandiwakili oleh proksi masing-masing.

4. Suratcara perlantikan proksi hendaklah sampai diPejabat Berdafar Syarikat, di Tingkat 13, MenaraJohor Corporation, KOTARAYA 80000 Johor Bahru,Johor tidak lewat dari empat puluh lapan (48) jamsebelum Mesyuarat ditetapkan atau sebarang mesyuarat penangguhannya.


Annual Report

statement accompanying the notice of

annual general meeting

1. Directors who are standing for re-election at the Thirty First (31st) Annual General Meeting are as follows:-

i. Tan Sri Dato’ Muhammad Ali Hashim (Article 81) Resolution 3ii. Mahlil Bin Omar (Article 87) Resolution 4iii. Kua Hwee Sim (Article 87) Resolution 5iv Dato Hj Hassan Bin Hj Mohd Yunos (Section 129(6) of the Companies Act, 1965) Resolution 6

The profiles of the Directors standing for re-election are on pages 8, 9, 13, 14 and 15.

2. Details of the Board of Directors’ Meetings.

Four (4) Board of Directors’ Meetings were held during the financial year ended December 31, 2005.

Details of the Board of Directors’ Meetings are as follows:-

Date Time Venue

February 22, 2005 9.00 am Perdana Room, 10th Floor, KOMTAR, 80000 Johor Bahru

May 24, 2005 9.00 am Nilam Room, The Puteri Pan Pacific Hotel, 80000 Johor Bahru

September 30, 2005 9.00 am Perdana Room, 10th Floor, KOMTAR, 80000 Johor Bahru

November 23, 2005 11.00 am Conference Room, Kompleks Nusa Mutiara, Tebrau, Johor Bahru

3. Details of attendance of Directors at Board Meetings are as follows:-

Date of Name Appointment 22/2/05 24/5/05 30/9/05 23/11/05

Tan Sri Dato’ Muhammad Ali Hashim January 1, 2006 - - - -

Mohd Talhar Bin Abdul Rahman April 15, 1996 / / / /

A.F.M Shafiqul Hafiz May 1, 1988 / / / /

Ahamad Bin Mohamad January 1, 1996 / / OD /

Dato Hj Hassan Bin Hj Mohd Yunos August 1, 2005 - - / /

Mahlil Bin Omar July 3, 2001 / / OD /

Kua Hwee Sim May 1, 1996 / / / /

Md Tamyes Bin Hj A Rahim March 15, 1995 / / / /

Azizah Binti Abdul Rahman January 10, 2005 / / / /

Syed Aziz Bin Othman (demised on April 21, 2005) May 1, 1996 / - - -

OD – Official Duties


PENYATA BERSAMA NOTIS MESYUARAT AGUNG TAHUNAN

1. Para Pengarah yang menawarkan diri untuk dipilih semula pada Mesyuarat Agung Tahunan yang ke Tiga Puluh Satu (31)adalah:-

i. Tan Sri Dato’ Muhammad Ali Hashim (Artikel 81) Resolusi 3ii. Mahlil Bin Omar (Artikel 87) Resolusi 4iii. Kua Hwee Sim (Artikel 87) Resolusi 5iv Dato Hj Hassan Bin Hj Mohd Yunos (Seksyen 129(6) Akta Syarikat, 1965) Resolusi 6

Profil para Pengarah yang menawarkan diri untuk dipilih semula adalah seperti di muka surat 8, 9, 13, 14 dan 15.

2. Butiran Mesyuarat Ahli Lembaga Pengarah.

Empat (4) Mesyuarat Ahli Lembaga Pengarah telah diadakan pada tahun kewangan berakhir 31 Disember 2005.

Butiran Mesyuarat Ahli Lembaga Pengarah adalah seperti berikut:-

Tarikh Masa Tempat

22 Februari 2005 9.00 pagi Bilik Perdana, Tingkat 10, KOMTAR, 80000 Johor Bahru

24 Mei 2005 9.00 pagi Bilik Nilam, Hotel Puteri Pan Pacific, 80000 Johor Bahru

30 September 2005 9.00 pagi Bilik Perdana, Tingkat 10, KOMTAR, 80000 Johor Bahru

23 November 2005 11.00 pagi Bilik Persidangan, Kompleks Nusa Mutiara, Tebrau, Johor Bahru

3. Butiran mengenai kehadiran para Pengarah di Mesyuarat Ahli Lembaga Pengarah adalah seperti berikut:-

Tarikh Nama Perlantikan 22/2/05 24/5/05 30/9/05 23/11/05

Tan Sri Dato’ Muhammad Ali Hashim 1 Januari 2006 - - - -

Mohd Talhar Bin Abdul Rahman 15 April 1996 / / / /

A.F.M Shafiqul Hafiz 1 Mei 1988 / / / /

Ahamad Bin Mohamad 1 Januari 1996 / / TR /

Dato Hj Hassan Bin Hj Mohd Yunos 1 Ogos 2005 - - / /

Mahlil Bin Omar 3 Julai 2001 / / TR /

Kua Hwee Sim 1 Mei 1996 / / / /

Md Tamyes Bin Hj A Rahim 15 Mac 1995 / / / /

Azizah Binti Abdul Rahman 10 Januari 2005 / / / /

Syed Aziz Bin Othman (meninggal dunia pada 21 April 2005) 1 Mei 1996 / - - -

TR – Tugas Rasmi


Annual Report

corporate directory

JOHOR LAND BERHAD (Company No : 12379-K)

Main Office10th Floor, KOMTARJalan Wong Ah Fook80000 Johor BahruJohor Darul Ta’zimMalaysiaTel : 07-227 2692Fax : 07-226 2962

Johor Bahru Division10th Floor, KOMTARJalan Wong Ah Fook80000 Johor BahruJohor Darul Ta’zimMalaysiaTel : 07-227 2692Fax : 07-226 2962

Pasir Gudang DivisionNo. 58-58AJalan Mawar 46Taman Mawar81700 Pasir GudangJohor Darul Ta’zimMalaysiaTel : 07-251 5692Fax : 07-256 4611

Pasir Gudang Sales OfficeMini Dahlia, Persiaran Dahlia 1Taman Bukit Dahlia81700 Pasir GudangJohor Darul Ta’zimMalaysiaTel : 07-252 2692Fax : 07-252 8108

Tebrau Divison/Sales OfficeKompleks Nusa MutiaraJalan Bukit Mutiara81100 Johor BahruJohor Darul Ta’zimMalaysiaTel : 07-358 2692Fax : 07-353 2692

Tiram Division/Sales OfficeTaman Bukit Tiram81800 Ulu TiramJohor Darul Ta’zimMalaysiaTel : 07-358 3692Fax : 07-353 2692

ADVANCE DEVELOPMENT SDN. BHD.(Company No : 13974-A)

10th Floor, KOMTARJalan Wong Ah Fook80000 Johor BahruJohor Darul Ta’zimMalaysiaTel : 07-227 2692Fax : 07-226 2962

JOHOR LAND MANUFACTURING SDN. BHD.(Company No : 301430-D)

PLO 52, Jalan Perak 2Pasir Gudang Industrial Area81700 Pasir GudangJohor Darul Ta’zimMalaysiaTel : 07-252 7692Fax : 07-252 5692

PEMBINAAN PREFAB SDN. BHD.(Company No : 30936-A)

10th Floor, KOMTARJalan Wong Ah Fook80000 Johor BahruJohor Darul Ta’zimMalaysiaTel : 07-227 2692Fax : 07-226 2962

REVERTEX (MALAYSIA) SDN. BHD.(Company No : 13437-V)

1 1/2 Miles, Jalan Batu Pahat86000 KluangJohor Darul Ta’zimMalaysiaTel : 07-773 1000Fax : 07-772 4669


Proxy Form

*I/We _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (BLOCK LETTERS)

of _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

being *a member/members of JOHOR LAND BERHAD hereby *appoints/appoint the *Chairman of the Meeting or _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

as *my/our Proxy to vote for *me/us on *my/our behalf at the Thirty First (31st) Annual General Meeting of the Company to be held on Wednesday,May 24, 2006 at 12.00 noon or at any adjournment of such meeting.

Should you desire to direct your Proxy how to vote on the Resolutions set out in the Notice of Meeting and as summarised below, please indicatewith an “X” in the appropriate space. If no direction as to voting is given, the Proxy will vote or abstain at his/her discretion.

RESOLUTION DESCRIPTION FOR AGAINST

1 To receive the report and the audited Financial Statements

2 To approve final dividend

3 To re-elect Tan Sri Dato’ Muhammad Ali Hashim as Director (Article 81)

4 To re-elect Mahlil Bin Omar as Director (Article 87)

5 To re-elect Kua Hwee Sim as Director (Article 87)

6 To re-elect Dato Hj Hassan Bin Hj Mohd Yunos as Director (Section 129(6) of the Companies Act, 1965)

7 To approve Directors’ fees

8 To appoint Messrs KPMG as the Company’s auditors in place of the retiring auditors,Messrs Deloitte & Touche and to authorise the Directors to determine their remuneration

9 To approve issuance of shares

Number of Shares

Signed this ________ day of _____________ 2006.

Signature of Member(s)

Notes:-1. A member entitled to attend and vote at this meeting is entitled to appoint a proxy and vote instead of him. A proxy may but need not be a member of the Company.2. The instrument appointing a proxy shall be in writing under the hand of the appointer or his attorney duly authorised in writing or if the appointer is a Corporation/

Company either under its common seal or under the hand of its attorney duly authorised.3. If a member appoints two proxies to attend at the same meeting, the instrument of proxy must specify the proportion of his shareholdings to be represented by

each proxy.4. The instrument appointing a proxy must be deposited at the Registered Office of the Company, at 13th Floor, Menara Johor Corporation, KOTARAYA 80000

Johor Bahru, Johor not less than forty eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.

(*) Please strike out whichever inapplicable.

THE COMPANY SECRETARY

JOHOR LAND BERHAD (12379-K)

13th Floor, Menara Johor Corporation

KOTARAYA, 80000 Johor Bahru, Johor

MALAYSIA

FOLD HERE

STAMP

FOLD HERE

Borang Proksi

*Saya/Kami _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ (HURUF BESAR)

beralamat _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

sebagai *ahli/ahli-ahli JOHOR LAND BERHAD dengan ini melantik *Pengerusi Mesyuarat atau _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

_ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _ _

sebagai Proksi *saya/kami untuk mengundi bagi pihak *saya/kami dalam Mesyuarat Agung Tahunan Syarikat kali Ke Tiga Puluh Satu (31) yang akandiadakan pada hari Rabu, 24 Mei 2006, jam 12.00 tengahari atau di sebarang penangguhannya.

Jika anda ingin mengarahkan Proksi anda mengikut arahan yang tertentu di atas ketetapan-ketetapan yang tercatat secara ringkas di bawah,tandakan dengan “X” dalam ruang yang disediakan. Jika tiada arahan tertentu diberi, Proksi anda akan mengundi atau berkecuali mengikut budibicaranya sendiri.

RESOLUSI KETERANGAN MENYOKONG MENENTANG

1 Menerima laporan dan Penyata Kewangan beraudit

2 Meluluskan dividen akhir

3 Melantik semula Tan Sri Dato’ Muhammad Ali Hashim sebagai Pengarah (Artikel 81)

4 Melantik semula Mahlil Bin Omar sebagai Pengarah (Artikel 87)

5 Melantik semula Kua Hwee Sim sebagai Pengarah (Artikel 87)

6 Melantik semula Dato Hj Hassan Bin Hj Mohd Yunos sebagai Pengarah (Seksyen 129(6) Akta Syarikat 1965)

7 Meluluskan bayaran yuran Pengarah

8 Melantik Tetuan KPMG sebagai Juruaudit Syarikat bagi menggantikan Tetuan Deloitte & Touche yang akan bersara dan memberi kuasa kepada Pengarah-pengarah untuk menetapkan bayarannya

9 Meluluskan penerbitan saham-saham

Bilangan Saham

Ditandatangani pada ________ haribulan _____________ 2006.

Tandatangan Ahli/Ahli-ahli

Nota:-1. Seorang ahli yang berhak menghadiri dan mengundi dalam Mesyuarat ini berhak melantik seorang proksi untuk menghadiri bagi pihak dirinya. Seorang proksi tidak

semestinya seorang ahli Syarikat.2. Suratcara perlantikan proksi hendaklah dibuat secara bertulis oleh pelantik atau wakil mutlak yang berkuasa atau jika pelantik adalah sebuah Perbadanan/Syarikat,

suratcara mestilah disempurnakan di bawah meterai Perbadanan/Syarikat atau di dalam bidang kuasa wakil mutlak.3. Apabila seorang Ahli melantik dua orang proksi dalam mesyuarat yang sama, perlantikan tersebut hendaklah menyatakan bilangan saham yang akan diwakili

oleh proksi masing-masing.4. Suratcara perlantikan proksi hendaklah sampai di Pejabat Berdaftar Syarikat, di Tingkat 13, Menara Johor Corporation, KOTARAYA 80000 Johor Bahru, Johor tidak

lewat dari empat puluh lapan (48) jam sebelum Mesyuarat ditetapkan atau sebarang mesyuarat penangguhannya.

(*) Sila potong mana-mana yang tidak berkenaan.

SETIAUSAHA SYARIKAT

JOHOR LAND BERHAD (12379-K)

Tingkat 13, Menara Johor Corporation

KOTARAYA, 80000 Johor Bahru, Johor

MALAYSIA

LIPAT DI SINI

SETEM

LIPAT DI SINI

jland05 1 nonacs - jland.com.my · laporan tahunan 41 2005 annual report 20-21 august/ogos bandar...

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