DUTALND AnnualReport2013

annual report 2013
www.dutaland.com.my
DutaLand Berhad
(7296-V)
2 Corporate Information
3 Operational and Financial Highlights
4 Chairmans Statement
8 Profile of Directors
12 Corporate Governance Statement
25 Additional Compliance Information
28 Statement on Risk Management and Internal Control
30 Audit Committee Report
35 Directors Report and Audited Financial
Statements
122 Properties Held by the Group
124 Distribution Schedule of Equity Securities
127 Notice of Annual General Meeting
130 Statement Accompanying Notice of
Annual General Meeting
Form of Proxy
Contents
2
DutaLand Berhad (7296-V) Annual Report 2013
Corporate Information
STOCK EXCHANGE LISTING
Main Market of Bursa Malaysia Securities Berhad

REGISTERED OFFICE
Level 23, Menara Olympia
No. 8, Jalan Raja Chulan
50200 Kuala Lumpur
Tel : 603-20723993
Fax : 603-20723996
E-mail : dutaland@dutaland.com.my
AUDITORS
Messrs Ernst & Young (AF : 0039)
Chartered Accountants
Level 23A, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
PRINCIPAL BANKERS
Asian Finance Bank Berhad
RHB Investment Bank Berhad
RHB Bank Berhad
CIMB Bank Berhad
SHARE REGISTRAR
(Place where all registers of securities are kept)
Tricor Investor Services Sdn Bhd
Level 17, The Gardens North Tower
Mid Valley City, Lingkaran Syed Putra
59200 Kuala Lumpur
Tel : 603-22643883
Fax : 603-22821886
Website: www.tricorglobal.com

DATE AND PLACE OF INCORPORATION
26 July 1967, Malaysia
COMPANY NUMBER
7296-V
WEBSITE
www.dutaland.com.my
LISTING DATE
11 January 1973
BOARD OF DIRECTORS
YAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum
Sultan Salahuddin Abdul Aziz Shah
Chairman

YBhg Tan Sri Dato Yap Yong Seong
Group Managing Director

Mr Yap Wee Chun
Executive Director

YBhg Tan Sri Dato Haji Lamin bin Haji Mohd Yunus
Independent Director

YBhg Dato Yap Wee Keat
Non-Independent Director

Mr Cheong Wong Sang

Encik Hazli bin Ibrahim
CHARTERED SECRETARIES
Ms Lim Yoke Si
MAICSA No. 0825971
Ms Pang Siok Tieng
MAICSA No. 7020782

Operational and
Financial Highlights
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Revenue
(RM Million)
58.3
Profit from
Operations
(RM Million)
-7.7
Shareholders
Equity
(RM Million)
789.2
Total Assets
(RM Million)
1,050.0
Year Ended Year Ended Year Ended Year Ended
30 June 2012 30 June 2011 30 June 2010 30 June 2009
RM Million RM Million RM Million RM Million
INCOME STATEMENT
Revenue 115.5 121.2 100.5
(Loss)/profit from operations 16.1 33.8 96.2
(Loss)/profit before taxation 3.5 16.6 77.9
(Loss)/profit attributable to owners
of the parent 0.7 8.5 90.1
STATEMENT OF FINANCIAL POSITION
Issued and paid-up capital 593.1 592.7 586.1
Shareholders equity 850.9 856.1 766.7
Total assets 1,145.2 1,226.1 1,144.4
PER SHARE DATA
Gross (loss)/profit per share (sen) 1* 3* 14*
Net (loss)/profit per share (sen) 0.1* 1* 16*
Net tangible assets per share (sen) 143 144 131
* Based on weighted average number of shares issued during the year

Year Ended
30 June 2013
RM Million
58.3
(7.7)
(19.2)
(18.6)
846.1
789.2
1,050.0
(3)*
(2.8)*
93
95.2
4.3
(4.1)
(5.0)
602.4
820.7
1,065.0
(1)*
(0.8)*
136
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THE YEAR
UNDER REVIEW
On behalf of the board of
directors of DutaLand, I am
pleased to present the annual
report and audited financial
statements for the financial
year ended 30 June 2013.
Financial Performance
For the financial year under review (FY2013),
the Group registered total revenue of RM58.3
million, which was RM36.9 million lower than
the preceding year of RM95.2 million. The
deterioration of 39% was attributable to the lower
revenues generated by its property division and
plantation division.
As compared with the previous years revenue
of RM51.1 million, the variance of RM12.7 million
to RM38.4 million at the plantation division was
attributed to the sharply lower average selling
prices of fresh fruit bunches (FFB) during the year
under review which arose from the worldwide
decline in the price of Crude Palm Oil (CPO).
The Groups lower revenue for the current year
was also due to substantially lower revenue from
its property division of RM19.8 million as compared
to RM44.1 million for the previous year, a shortfall
of RM24.3 million.
Whereas the bulk of revenue for the previous
year (RM32.0 million) was accounted for by
the sale of certain vacant land, the current
years revenue was derived from the Groups
commercial development project in Seremban
which accounted for almost all of the divisions
revenue for FY2013.
As a result, the Group recorded a higher loss
before tax of RM19.2 million for the current FY2013
as compared with a loss before tax of RM4.1
million for the previous FY2012.
YAM Tengku Datuk Seri Ahmad Shah
Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah
Chairman
4
Chairmans Statement
The decline in FFB prices was in line with the average
CPO price recorded in Malaysia of RM2,410 per MT
during the under review which is a decline of RM700 or
23% against RM3,110 per MT during the previous year.
With lower revenue and higher operating costs
incurred during the year under review, the plantation
division recorded a loss before tax of RM2.3 million for
the current FY2013 as compared to a pre-tax profit of
RM13.8 million for the previous FY2012.
Property Development
During the year under review, prices in the high-end
residential market in prime areas such as KLCC and
Mont Kiara remained flat mainly due to concerns
of oversupply and the dampening effect of several
cooling measures instituted by the government in
recent years to curb speculative activities.
The property division contributed RM19.8 million to the
Group revenue for the year under review which was
55% lower than RM44.1 million reported for the previous
year. The Groups commercial development project in
Seremban performed well and accounted for RM18.4
million or 93% of the divisions revenue for FY2013.
Operational Review
Plantations
The year under review has been a challenging year
for the Malaysian palm oil industry as palm oil prices
declined from the build-up of stocks arising from high
stockpiles, increased CPO production as well as weaker
export demand.
The Groups plantation assets are held under its wholly-
owned sub-subsidiary, Pertama Land & Development
Sdn Bhd which owns about 12,000 hectares (Ha) of oil
palm lands in the district of Labuk-Sugut and Tongod,
Sabah.
As at June 2013, the planted oil palm area was at
10,557 Ha of which 8,410 Ha or 80% consisted of mature
area. The division has continued its effort to improve
the efficiency of the estates. Following such efforts, FFB
yield has improved over the previous year.
For the financial year under review, the plantation
division contributed RM38.4 million to the Groups
revenue as compared to RM51.1 million for the
previous year. The lower contribution was mainly due
to the significant drop in FFB prices to RM401 per metric
tonne (MT), a decrease of RM188 per MT or 31.9%
from RM589 per MT in the preceding year, despite an
increase of 10.5% in FFB production to 95,895 MT from
86,815 MT.
Chairmans Statement (contd)
5
For the year under review, the property division
registered an overall loss before tax of RM4.6 million
which is 67% lower than the loss before tax of RM13.9
million reported for the preceding year. The lower loss
for FY2013 was mainly due to higher contributions from
the commercial development project in Seremban.
Furthermore the previous years loss had included loss
on disposal and impairment of RM5.7 million of certain
properties.
The Groups commercial development project in
Seremban is being undertaken by its wholly-owned
subsidiary, Oakland Holdings Sdn Bhd (Oakland).
Revenue for the current year was mainly derived
from development of Phase 4D and Phase 4E which
comprises 75 units of 2-storey and 3-storey shop offices.
In June 2013, Oakland completed and handed over
vacant possession of Phase 4D which was fully sold.
Phase 4D which comprised 38 units of 2-storey shop
offices had a gross development value (GDV) of
RM14.6 million. Phase 4E which comprises 37 units of
2-storey and 3-storey shop offices with a GDV of RM23.2
million and saw a high take-up rate of 78%, is expected
to be completed by September 2013.
The Kenny Heights project which is located in the
affluent suburb of Sri Hartamas/Mont Kiara in Kuala
Lumpur, is being undertaken on a joint venture (JV)
basis with sister company, Olympia Industries Bhd in the
ratio of 58:42 respectively with DutaLands subsidiary
taking the majority role of developer.
Currently, the JV consortium has embarked on
the second phase of the project which entails the
development of 4 blocks (709 units) of high-end
condominiums with a GDV of RM1.5 billion. To date
earthworks have been undertaken on this phase.
Bearing in mind the project is a long-term township
development, the JV consortium is expected to review
the development plans of the project to suit the
changing market conditions.
Significant Corporate Developments
The year under review witnessed the completion of
DutaLands 6-year restructuring scheme which was
implemented in April 2007 to address the Groups
indebtedness which totaled RM769.1 million initially. As
of end April 2013, the Company has settled all debts
due and fulfilled all financial and legal obligations
under the scheme.
During the year under review, the Company repaid
all its remaining debts outstanding under the scheme
amounting to RM52.5 million nominal value comprising
RM27.0 million of 2007/2013 Restructured Term Loans
(RTL), RM13.1 million of 2007/2013 Redeemable
Unsecured Loan Stocks (RULS), RM4.1 million of
2007/2013 Irredeemable Convertible Bonds (ICB) and
RM8.3 million of 2007/2013 Irredeemable Convertible
Unsecured Loan Stocks (ICULS).
6
In addition, RM7,644,000 of ICB, RM275,972,365 of
ICULS and USD1,320,000 (equivalent to RM4,024,020
based on the exchange rate of RM3.0485 to USD1.00)
of Irredeemable Exchangeable Bonds (IEB) were
converted into 243,762,793 new ordinary shares in
DutaLand on maturity date in April 2013. Following the
issuance of the new shares arising from the conversion
of the instruments, DutaLands issued and paid-up
capital was increased from RM602,355,246 comprising
of 602,355,246 ordinary shares of RM1.00 each to
RM846,118,039 comprising of 846,118,039 ordinary
shares of RM1.00 each.
On 6 August 2013, DutaLand entered into an agreement
with Melody Hallmark Sdn Bhd (MHSB) to dispose
of its 100% equity interest in Olympia Plaza Sdn Bhd
(OPSB) for a sale consideration of RM50.0 million. As
the Company holds 30% equity interest in MHSB, hence
the net effective equity interest in OPSB divested is 70%.
The transaction which netted cash proceeds of RM35.0
million to DutaLand, was completed on 3 September
2013.
Future Outlook
With the completion of the restructuring scheme, the
Group now stands on a much improved financial
position as it has degeared and consolidated its debts
to a manageable level. Going forward, DutaLand is
well placed to chart a new course for the future ahead.
For the immediate future, the Group will focus on its
core business areas namely the oil palm estates and
property development. The Company will continue to
explore ways to rationalize its operations and realize
the value of its investments.
Appreciation
On behalf of the Board, I would like to take this
opportunity to thank our shareholders, business partners
and government authorities for their continuing support
over the years.
The Board also wishes to register its appreciation to
the management and staff at DutaLand for their
dedication and loyalty to the Group throughout the
challenging years of the restructuring scheme which
has finally been completed in April this year.
In addition I wish to thank my fellow colleagues on the
Board for their invaluable guidance and support in
assisting me to discharge my duties as Chairman.
YAM TENGKU DATUK SERI AHMAD SHAH IBNI
ALMARHUM SULTAN SALAHUDDIN ADBUL AZIZ SHAH
Chairman
19 September 2013
7
YAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah was appointed to the Board
on 25 February 2009 as an Independent Non-Executive Director and was subsequently redesignated as Chairman
of DutaLand Berhad on 23 November 2010.
YAM Tengku Datuk Seri Ahmad Shah completed his Diploma in Business Administration from Universiti Teknologi
MARA in 1974. He started his career in Charles Bradburne (1930) Sdn Bhd as a broker from 1974 to 1981. He was
a Director of TTDI Development Sdn Bhd from 1978 to 2000, a Director of Sime UEP Berhad from 1983 to 1987, a
Director of Sime Darby Healthcare Sdn Bhd from 2010 to 2013 and Chairman of Sime Darby Medical Centre Subang
Jaya Sdn Bhd from 1987 to 2013.
Presently, YAM Tengku Datuk Seri Ahmad Shah is also a Director of Global Oriental Berhad (formerly known as
Equine Capital Berhad), Melewar Industrial Group Berhad and Wawasan TKH Holdings Berhad, all of which are
listed on Bursa Malaysia Securities Berhad. He is also a Director of Sime Darby Property Berhad and Recycle Energy
Sdn Bhd. He is also involved in welfare organizations and is a member of the Board of Trustees of the Cancer
Research Initiatives Foundation (CARIF).
YAM Tengku Datuk Seri Ahmad Shah has no family relationship with any Director and/or major shareholder of
DutaLand Berhad, has no conflict of interest with DutaLand Berhad and has no conviction for any offences within
the past 10 years (other than traffic offences, if any).
YAM Tengku Datuk Seri Ahmad Shah attended all the five Board Meetings of DutaLand Berhad held in the financial
YBhg Tan Sri Dato Yap Yong Seong was appointed to the Board of DutaLand Berhad on 16 February 1993 and is a
member of the Remuneration Committee of DutaLand Berhad.
YBhg Tan Sri Dato Yap first ventured into the property business in the early 70s under the Duta Group which was
a pioneer in embarking on a reclamation project at the fore shore lands in Malacca which now stood the new
business centre known as Melaka Raya.
YBhg Tan Sri Dato Yap also sits on the Board of Olympia Industries Berhad as the Group Managing Director and
on the Board of several companies within the DutaLand Berhad and Olympia Industries Berhad Groups. He is the
father of YBhg Dato Yap Wee Keat and Mr Yap Wee Chun. He is also the spouse of YBhg Puan Sri Datin Leong Li
Nar, a major shareholder of DutaLand Berhad.
Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the
day-to-day operations of DutaLand Berhad and its subsidiaries for which YBhg Tan Sri Dato Yap is deemed to be
interested, there are no other business arrangements with DutaLand Berhad in which he has personal interests. He
has no conviction for any offences within the past 10 years.
YBhg Tan Sri Dato Yap attended all the five Board Meetings of DutaLand Berhad held in the financial year ended
30 June 2013.
YAM TENGKU DATUK SERI AHMAD SHAH IBNI
ALMARHUM SULTAN SALAHUDDIN ABDUL AZIZ SHAH
YBHG TAN SRI DATO YAP YONG SEONG
Chairman Aged 58, Malaysian
Group Managing Director Aged 72, Malaysian
8
Profile of Directors
Mr Yap Wee Chun was appointed to the Board of DutaLand Berhad on 5 September 1996. He graduated in 1990
with a Bachelor of Arts, majoring in Business Administration and Economics from Richmond University of London.
Mr Yap began his career as an Officer with D & C Sakura Merchant Bank Bhd (now known as RHB Investment Bank
Berhad) in 1994.
Mr Yap sits on the Board of several companies within the DutaLand Berhad Group and a subsidiary in Olympia
Industries Berhad Group. He is the son of YBhg Tan Sri Dato Yap Yong Seong, the Group Managing Director and
YBhg Puan Sri Datin Leong Li Nar, both are major shareholders of DutaLand Berhad as well as the brother of
YBhg Dato Yap Wee Keat.
Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for the
day-to-day operations of DutaLand Berhad and its subsidiaries for which Mr Yap is deemed to be interested, there
are no other business arrangements with DutaLand Berhad in which he has personal interests. He has no conviction
for any offences within the past 10 years (other than traffic offences, if any).
Mr Yap attended all the five Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2013.
YBhg Tan Sri Dato Haji Lamin bin Haji Mohd Yunus was appointed to the Board of DutaLand Berhad on 28 December
2001. He is the Chairman of the Audit, Nomination and Remuneration Committees of DutaLand Berhad.
YBhg Tan Sri Dato Haji Lamin obtained his LLB (Honours) from the University of Singapore in 1963 and a postgraduate
Diploma in Socio-Legal Studies from the University College of Wales, Cardiff, United Kingdom. Upon graduation from
the University of Singapore in 1963, YBhg Tan Sri Dato Haji Lamin was admitted into the Diplomatic Service and served
both locally and overseas namely, Ministry of Foreign Affairs, Malaysia and the Malaysian Embassy in Bangkok.
In 1967, he began his illustrious working career in the Legal and Judicial service when he joined the Malaysian
Judicial and Legal Service. He rst served as Deputy Public Prosecutor in the Attorney Generals Chambers, Kuala
Lumpur and was later appointed Magistrate also in Kuala Lumpur. He served briey as Acting President of the
Sessions Court, Seremban before his appointment as Federal Counsel with the Ministry of Defence, Kuala Lumpur.
In 1972, he was appointed Senior Assistant Registrar, High Court, Kuala Lumpur and later Deputy Public Prosecutor,
Perak. In 1973, he assumed the post of Senior Federal Counsel in the Prosecution Division in the Attorney Generals
Chambers, Kuala Lumpur. He was appointed State Legal Advisor, Pahang in 1977 and was appointed Deputy Head
of Prosecution Division, AG Chambers, Kuala Lumpur in 1980.
In 1982, he returned to Pahang as Pahang State Legal Advisor and simultaneously, he was also the Judge Advocate
General in the Ministry of Defence, Kuala Lumpur. In 1983, he was appointed to Solicitor General and later in 1988,
he was promoted to Judge of the High Court Malaya, Pahang. In 1994, he was promoted to the position of Judge
of the Federal Court. He was the first President of the Court of Appeal of Malaysia, a position that he held for almost
seven years until his retirement in March 2001 after having served the six months extension as provided for under
article 125 (1) of the Federal Constitution.
MR YAP WEE CHUN
YBHG TAN SRI DATO HAJI LAMIN BIN HAJI MOHD YUNUS
Executive Director Aged 43, Malaysian
Independent Director Aged 78, Malaysian
9
Profile of Directors (contd)
On 24 August 2005, YBhg Tan Sri Dato Haji Lamin was elected as ad litem Judge of the International Criminal
Tribunal for the former Republic of Yugoslavia (ICTY) at the 59
th
session of the United Nations General Assembly for
a term of four years. In December 2011, he was appointed as a Judge to the Kuala Lumpur War Crimes Tribunal.
From May 7 to 12, 2012, he led the panel as President to hear the case against the former United States President,
George W. Bush together with seven other associates for committing the Crime of Torture.
YBhg Tan Sri Dato Haji Lamin is currently a Director of Taman TAR Development Sdn Bhd.
YBhg Tan Sri Dato Haji Lamin has no family relationship with any Director and/or major shareholder of DutaLand
Berhad, has no conflict of interest with DutaLand Berhad and has no conviction for any offences within the past 10
years (other than traffic offences, if any).
YBhg Tan Sri Dato Haji Lamin attended four out of five Board Meetings of DutaLand Berhad held in the financial
YBhg Dato Yap Wee Keat was appointed to the Board on 25 March 1992 and was instrumental in the property
development activities of the DutaLand Berhad Group. He is also currently an Executive Director of Olympia
Industries Berhad and has been responsible for the business operations of the Olympia Industries Berhad Group.
He spearheads the Kenny Heights Project, a development project embarked by DutaLand Berhad through the
consortium formed with Olympia Industries Berhad and which is undertaken by DutaLand Berhad sub-subsidiary,
KH Land Sdn Bhd.
YBhg Dato Yap obtained his LLB (Honours) degree from The London School of Economics And Political Science,
United Kingdom in 1989. With the Groups investment in Automobili Lamborghini, he was appointed deputy
chairman of Automobili Lamborghini from 1994 - 1998.
YBhg Dato Yap is also one of the founding trustees for Malaysian Tsunami Aid Foundation, Force of Nature Aid
Foundation, which was established in 2005, where he sits on the Board of Trustees.
YBhg Dato Yap is the eldest son of YBhg Tan Sri Dato Yap Yong Seong, the Group Managing Director and YBhg
Puan Sri Datin Leong Li Nar, both are major shareholders of DutaLand Berhad. He is the eldest brother to Mr Yap Wee
Chun, the Executive Director of DutaLand Berhad. YBhg Dato Yap also serves on the Board of several other private
companies within Olympia Industries Berhad and DutaLand Berhad.
Except for certain recurrent related party transactions of a revenue or trading nature which are necessary for
the day-to-day operations of DutaLand Berhad and its subsidiaries for which YBhg Dato Yap is deemed to be
interested, there are no other business arrangements with DutaLand Berhad in which he has personal interests. He
has no conviction for any offences within the past 10 years (other than traffic offences, if any).
YBhg Dato Yap attended all the five Board Meetings of DutaLand Berhad held in the financial year ended
30 June 2013.
YBHG DATO YAP WEE KEAT
Non-Independent Director Aged 45, Malaysian
10
Mr Cheong Wong Sang was appointed to the Board of DutaLand Berhad on 28 December 2001 and is a member
of the Audit Committee, Nomination Committee and Remuneration Committee of DutaLand Berhad.
A Certified Public Accountant (CPA) and a Certified Management Accountant (CMA) by profession, Mr Cheong
has varied and extensive direct hands-on specialised business experiences, both in Malaysia and overseas. He
started his early articleship training with an international accounting firm and simultaneously graduated as a
Chartered Management Accountant. He specialises in turn-around situations, portfolio management, divestment
exercise, Mergers & Acquisitions activities and high level negotiations involving privatisation of national projects.
Prior to that, he has worked and participated as a professional manager in various senior executive positions
including as director and adviser to the Board of various business entrepreneurial organisations including public
listed entities in the Asia-Pacific region.
Mr Cheong has no family relationship with any Director and/or major shareholder of DutaLand Berhad, has no
conflict of interest with DutaLand Berhad and has no conviction for any offences within the past 10 years (other
than traffic offences, if any).
Mr Cheong attended all the five Board Meetings of DutaLand Berhad held in the financial year ended 30 June
2013.
Encik Hazli bin Ibrahim was appointed to the Board of DutaLand Berhad on 2 January 2008 and is a member of the
Audit Committee and Nomination Committee of DutaLand Berhad.
Encik Hazli graduated with a Bachelor of Finance with Accounting from the University of East London in 1986 and is
a fellow member of the Association of Chartered Certified Accountants (ACCA). He obtained his Master of Business
Administration (MBA) in 1993 from Cass Business School in London.
Encik Hazli started his career in London with several chartered accountants firms. Upon his return to Malaysia in
August 1994, he joined Aseambankers Malaysia Berhad, the investment banking arm of Maybank Berhad as
Manager in the Corporate Finance Division. Subsequently in November 1996, he moved to Amanah Merchant Bank
Berhad (now known as Alliance Investment Bank Berhad) as Assistant General Manager. He left Amanah Group
in September 1998 to join Pengurusan Danaharta Nasional Berhad (Danaharta), a national asset management
company of Malaysia as the Head of Corporate Planning, Corporate Services Division.
Encik Hazli left Danaharta in October 2002 to set up Haziq Capital Sdn Bhd, a consultancy firm, specializing in
corporate finance, where he is currently the Managing Director. His key areas of expertise include taking companies
for listing on Bursa Malaysia Securities Berhad, corporate and debt restructuring and fund raising exercise. He is
currently an Independent Non-Executive Director of Mentiga Corporation Berhad and Lebtech Berhad. He is also
a Director of several private companies.
Encik Hazli has no family relationship with any Director and/or major shareholder of DutaLand Berhad, has no
conflict of interest with DutaLand Berhad and has no conviction for any offences within the past 10 years (other
than traffic offences, if any).
Encik Hazli attended all the five Board Meetings of DutaLand Berhad held in the financial year ended 30 June 2013.
MR CHEONG WONG SANG
ENCIK HAZLI BIN IBRAHIM
11
Corporate Governance Statement
The Board of Directors (Board) of DutaLand Berhad (DutaLand or Company) is committed towards ensuring
that good Corporate Governance is observed throughout the Group. Upholding integrity and professionalism
in its management of the affairs of the Group, the Board aims to enhance business prosperity and corporate
accountability with the ultimate objective of realising long-term shareholders value and safeguarding interests of
other stakeholders.
The Board will continuously evaluate the status of the Groups corporate governance practices and procedures
with a view to adopt and implement the best practices in so far as they are relevant to the Group, bearing in mind
the nature of the Groups businesses and the size of its business operations.
The Board is pleased to disclose below how the Group has applied the principles set out in the Malaysian Code
on Corporate Governance 2012 (Code) to its particular circumstances, having regard to the recommendations
stated under each principle and the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities
Berhad (Bursa Securities) and the extent to which it has complied with the principles and recommendations for
the financial year ended 30 June 2013.
BOARD OF DIRECTORS
Board Charter
The Board had adopted a Board Charter on 29 August 2012 which was designed to provide Directors and
Officers with greater clarity regarding the expanding role of the Board, the requirements of Directors in
carrying out their roles and discharging their duties to the Company, and the Boards operating practices.
The Board Charter will be reviewed from time to time and updated in accordance with the needs of the
Company and any new regulations that may have an impact on the roles and responsibilities of the Board.
The core areas of the Board Charter include the following:-
(i) Board Membership, which includes composition, appointments and re-election, independence of
Director and new directorship;
(ii) Board Role, which includes duties and responsibilities and matters reserved for the Board;
(iii) Board Leadership which includes the Chairman and the Group Managing Director;
(iv) Board Committees;
(v) Board Meetings;
(vi) Directors Remuneration;
(vii) Board Governance;
(viii) Board Evaluation and Performance;
(ix) Directors Training & Continuing Education;
(x) Board Relationship with Shareholders;
(xi) Management of Risks;
(xii) Share Dealings by Board Members; and
(xiii) Chartered Secretaries.
The details of the Board Charter are available for reference in DutaLand corporate website at
www.dutaland.com.my.
12
Corporate Governance Statement (contd)
BOARD OF DIRECTORS (contd)
Board Composition and Balance
The Board comprises one (1) Group Managing Director, one (1) Executive Director and a strong
presence of five (5) Non-Executive Directors of whom four (4) are Independent Non-Executive Directors.
Hence, the Company has fully complied with the provisions of the MMLR of Bursa Securities for independent
non-executive directors to make up at least one third (1/3
rd
) of the Board membership and for a director
who is qualified under Paragraph 15.09 (1)(c) of the MMLR of Bursa Securities to sit on the Audit Committee.
The Board is satisfied that the current composition with a balance mix of executive and non-executives
members does fairly represent the investment of the majority and minority shareholders in the Company.
The current Board brings with it a broad range of business, financial, technical and public service background.
This balance enables the Board to provide clear and effective leadership to the Group and bring informed
and independent judgement to many aspects of the Groups strategy and performance. Furthermore, the
current number of Board members is conducive for efficient deliberations at Board Meetings and effective
conduct of Board decision making.
There is a clear division of responsibilities at the helm of the Company to ensure a balance of authority
and power as the roles of the Chairman and the Group Managing Director are distinct and separate.
The Chairman of the Company is an Independent Non-Executive Director which provides effective
oversight over Management and reflects the Companys commitment to uphold corporate governance.
The Independent Non-Executive Chairman is primarily responsible for the orderly conduct of meetings of
the Board and facilitates matters between the Board and its investors. The Independent Non-Executive
Chairman will also be responsible for the leadership effectiveness conduct and governance of the Board.
The Group Managing Director is responsible for the development and implementation of policies/decision
approved by the Board, strategy, and managing the day-to-day operations of the Group. The Group
Managing Director acts as the Groups official spokesperson and is also responsible for planning the future
direction of the Group for the Boards consideration and approval.
The Group has complied throughout the financial year with the best practices of the Code except for
the identification of a Senior Independent Non-Executive Director. Given the current composition of the
Board which reflects a strong independent element and the separation of the roles of the Chairman and
the Group Managing Director, the Board does not consider it necessary at this juncture to identify a Senior
Independent Non-Executive Director. The Board is of the view that any concerns from shareholders can be
easily brought to the attention of the Board via the Chartered Secretaries.
The Board is also mindful of the recommendation of the Code on limiting the tenure of independent directors
to nine (9) years of service. Each of the four (4) Independent Directors of the Company has provided an
annual confirmation of his independence to the Nomination Committee and to the Board. The Nomination
Committee and the Board have determined at the assessment carried out on the Independent Directors,
in particular YBhg Tan Sri Dato Haji Lamin bin Haji Mohd Yunus and Mr Cheong Wong Sang, who have both
served on the Board for more than eleven (11) years, that:
a. they have no interest or ties in the Company that could adversely affect independent and objective
judgement and place the interest of the Company above all other interests;
b. they have met the criteria for independence as set out in Chapter 1 of the MMLR of Bursa Securities;
c. they continue to remain objective and are able to exercise independent judgement in expressing their
views and in participating in deliberations and decision making of the Board and Board Committees
in the best interest of the Company; and
d. they exercise due care as Independent Directors of the Company and carries out their profession
and fiduciary duties in the interest of the Company and shareholders.
13
Board Composition and Balance (contd)
The Board is of the view that there are significant advantages to be gained from the long-serving Directors
who possess tremendous insight and knowledge of the Companys affairs. Furthermore, the ability of a
Director to serve effectively as an Independent Director is very much a function of his calibre, qualification,
experience and personal qualities, particularly of his integrity and objectivity in discharging his responsibilities
in good faith in the best interest of the Company and his duty to vigilantly safeguard the interests of the
minority shareholders of the Company, has no compelling relationship to his tenure as an Independent
Director. Although term limits could help to ensure that there are fresh ideas and viewpoints available to the
Board, they do pose the disadvantage of losing experienced Independent Directors who overtime have
developed increased insight in the Companys and/or the Groups operations and therefore, provide an
increasing contribution to the effectiveness of the Board as a whole.
The Board therefore opined that imposing a fixed term limit for Independent Directors does not necessarily
assure independence. The Board, therefore, recommends and supports the retention of YBhg Tan Sri Dato
Haji Lamin bin Haji Mohd Yunus and Mr Cheong Wong Sang as Independent Non-Executive Directors of the
Company.
The profile of the Board members are set out on pages 8 to 11 of this Annual Report.
Duties and Responsibilities of the Board
The Board leads the Group and is responsible for, amongst others, formulating and reviewing the overall
strategic plan, key policies, control and operations of the Group, identifying risks and ensuring the existence
of adequate internal controls and management systems to measure and manage risks. The presence of
Independent Non-Executive Directors helps in providing an independent and constructive views, advice and
opinions to the benefit of the investors, customers and other stakeholders. They also represent the element of
objectivity, impartiality and independent judgment of the Board. This ensures that there is adequate check
and balance at the Board level.
Board Meetings and Supply of Information
During the financial year ended 30 June 2013, the Board had met five (5) times whereby all Directors have
complied with the requirements in respect of Board Meeting attendance which are as follows:-
Name of Director
Number of Board Meetings
Held
(during tenure)
Attended
Tengku Datuk Seri Ahmad Shah Ibni Almarhum
5 5
Tan Sri Dato Yap Yong Seong 5 5
Yap Wee Chun 5 5
Dato Yap Wee Keat 5 5
Tan Sri Dato Haji Lamin bin Haji Mohd Yunus 5 4
Hazli bin Ibrahim 5 5
Cheong Wong Sang 5 5
14
Board Meetings and Supply of Information (contd)
Board Meetings are scheduled to be held regularly, at least four (4) times in a financial year with sufficient
notice given for all Board Meetings of issues to be discussed. Additional Board Meetings may be called as
and when significant issues arise and which require the Boards decision. The dates for Board Meetings for
the ensuing financial year are scheduled well in advance and the Board has formal schedule of matters
specifically reserved for the Boards discussion and/or approval. The schedule ensures that the direction and
control of the Group are in the hands of the Board.
All issues discussed and all decisions made during the Board Meetings will be properly recorded by the
Chartered Secretaries and reviewed by the Board for completeness and accuracy. The minutes of Board
Meetings are circulated to all Directors for their perusal prior to confirmation of the minutes by the Chairman
of the meetings to be done at the commencement of the following Board Meeting. Senior Management
staff usually attends Board Meetings for purposes of briefing the Board on various matters submitted for their
consideration. The Board is satisfied with the level of commitment given by the Directors towards fulfilling
their roles and responsibilities as Directors of the Company.
In between Board Meetings, approvals on matters requiring the sanction of the Board are sought by way
of circular resolutions enclosing all relevant information to enable the Board to make informed decisions.
All circular resolutions approved by the Board will be tabled for notation and confirmation at the next Board
Meeting.
Notices of meetings setting out the agenda and the relevant Board papers are provided to all Directors
for their review in a timely manner prior to meetings. Financial and relevant information are also promptly
supplied by Senior Management to the Board at each meeting for purposes of discharging their duties and
responsibilities.
More details affecting business units ground operations, strategies and performances are usually presented
and discussed at the Management Executive Committee Meetings level held prior to the Board Meetings.
Specific matters that are reserved for the full Boards decision are key corporate strategies and plan involving
acquisitions and disposals of material assets, major investment decisions affecting the Groups direction and
policies and approvals of all financial results and announcements.
The Chairman of the Audit Committee would inform the Directors at the Board Meetings, of any salient
matters raised at the Audit Committee Meetings and which require the Boards notice or direction. The Board
has unrestricted and constant access to and interaction with the Senior Management of the Company and
also full access to all information within the Company whether as a full Board or in their individual capacities,
in furtherance of their duties.
The appointment of Chartered Secretaries is based on the capability and proficiency determined by the
Board. All members of the Board, whether as a whole or in their individual capacity, have access to the
advice of the Chartered Secretaries on all matters relating to the Group to assist them in the furtherance
of their duties. The Board is regularly updated and kept informed by the Chartered Secretaries and the
Management of the requirements such as restriction in dealing with the securities of the Company and
updates as issued by the various regulatory authorities including the latest developments in the legislations
and regulatory framework affecting the Group. The Articles of Association of the Company permits the
removal of Chartered Secretaries by the Board.
Where necessary, the Directors may, whether collectively as a Board or in their individual capacities, seek
external and independent professional advice from experts on any matter in furtherance of their duties as
they may deem necessary and appropriate at the Companys expense.
15
Board Committees
The Board has also delegated specific responsibilities to Board Committees, namely the Audit Committee,
Nomination Committee and Remuneration Committee, all of which operate within defined terms of
reference. All these Board Committees do not have executive power but report to the Board on all matters
they have considered and recommended thereon.
A summary of the various Board Committees at DutaLand and their compositions are as follows:-
Name of Director
Audit
Committee
Remuneration
Committee
Nomination
Committee
Tengku Datuk Seri Ahmad Shah Ibni Almarhum
- - -
Tan Sri Dato Yap Yong Seong - Member -
Yap Wee Chun - - -
Tan Sri Dato Haji Lamin bin Haji Mohd Yunus Chairman Chairman Chairman
Dato Yap Wee Keat - - -
Hazli bin Ibrahim Member - Member
Cheong Wong Sang Member Member Member
Notes: -
1. the Audit Committee is comprised exclusively Independent Directors (compliance with Paragraph
15.09 of the MMLR of Bursa Securities)
2. the Remuneration Committee is comprised mainly Non-Executive Directors (as recommended in the
Code)
3. the Nomination Committee is comprised entirely Independent Directors (compliance with Paragraph
15.08A of the MMLR of Bursa Securities)
The Company also convenes regular Management Executive Committee Meetings which are attended by
Executive Directors and Senior Management personnel at least once quarterly to review and monitor the
performance of the Groups business units in meeting with its financial budgets and business targets.
Audit Committee
The Audit Committee takes on the role of reviewing the adequacy and integrity of the internal control
system and management information system of the Company and Group.
More details on the composition, terms of reference and functions of the Audit Committee are provided
under the Audit Committee Report set out on pages 30 to 33 of this Annual Report.
16
Board Committees (contd)
Nomination Committee
The Nomination Committee was established by the Board on 27 February 2002 comprising entirely
Independent Directors to assist the Board in carrying out the following duties:-
a. To review, from time to time, the Policy Framework on the nomination and recommendation of
candidates to be members of the Board. In making its recommendations, the Nomination Committee
shall take into consideration candidates proposed by the Group Managing Director and, within
the bounds of practicability, by any other director or shareholder. The Nomination Committee shall
evaluate the candidates on the aspect of their:-
- skills, knowledge, expertise and experiences;
- professionalism;
- integrity; and
- for position of independent non-executive director, the candidates ability to discharge such
responsibilities/functions independently as expected from the independent non-executive
director.
b. To review annually the Boards required mix of skills, experience and other qualities including the core
competencies which non-executive directors should bring to the Board;
c. To assess annually the effectiveness of the Board as a whole, the standing committees of the Board
and the contribution of each individual Director, including the Independent Non-Executive Directors,
the Group Managing Director and the Executive Director through a process directed by the Board.
In line with the Code, the Nomination Committee carries out annual evaluation on the effectiveness of the
Board as a whole, the various Committees and each Independent Non-Executive Directors contribution to
the effectiveness of the Boards decision making process.
All assessments and evaluations carried out by the Nomination Committee are properly documented.
The Nomination Committee met once during the financial year ended 30 June 2013 and all the members
attended the meeting.
Remuneration Committee
The Remuneration Committee was established by the Board on 27 February 2002 and comprises mainly
Non-Executive Directors.
The Remuneration Committees main responsibility is to review and recommend to the Board the framework
of Executive Directors remuneration, in particular, the remuneration packages for the Executive Directors in
all its forms, drawing from outside advice, where necessary and fees payable to the Non-Executive Directors.
The Board as a whole determines the remuneration package of Non-Executive Directors. The respective
Directors shall abstain from deliberations in respect of their own remuneration packages.
The Remuneration Committee met once during the financial year ended 30 June 2013 with full attendance
of its members.
17
Board Evaluation
The Board has conducted an annual evaluation of the effectiveness of the Board and its Board Committees.
The evaluation process is led by the Nomination Committee Chairman and supported by the Chartered
Secretaries. The evaluation results are considered by the Nomination Committee, which then make
recommendations to the Board, are aimed at helping the Board to discharge its duties and responsibilities.
The evaluation of the Board is based on specific criteria, covering areas such as the Board composition
and structure, principal responsibilities of the Board, the Board process, the Group Managing Directors
performance, succession planning and Board governance.
The 2012 performance evaluation of the Board has been structured to ensure a balanced and objective
review by the Directors for the above key areas.
Following the evaluation, the Board concluded that the Board as a whole and its committees had performed
well, were effective and had all the necessary skills, experiences and qualities to lead the Company.
The Board has also undertaken an annual assessment of the independence of its Independent Directors.
The criteria for assessing the independence of an Independent Director were developed by the Nomination
Committee with the support of the Chartered Secretaries which include the relationship between the
Independent Director and the Company and his involvement in any significant transaction with the Company.
Appointment of Directors
The Board, through the Nomination Committee, will review the suitability of an individual to be appointed
on the Board taking into account the skills, expertise, background and experience. The decision as to who
shall be nominated remains the responsibility of the full Board after considering the recommendations of
the Nomination Committee. Following appointment, new Director(s) will be duly briefed via an orientation
familiarisation programme, the Company and Groups businesses, operations and management level to
facilitate better understanding overall.
The Board appoints its members through an independent and objective selection process. This process has
been reviewed and approved by the Board. The potential candidates will be considered and evaluated
by the Nomination Committee. The Nomination Committee will then recommend the candidates to be
approved and appointed by the Board. The Chartered Secretaries will ensure that all appointments are
properly made, all the necessary information is obtained as well as all legal and regulatory obligations are
met.
The Nomination Committee in evaluating the appointment of Directors look for diversity of skills and
experience in its Directors and the selection is not just based on gender. DutaLand does not have a policy
on boardroom diversity but believes in providing equal opportunity to all candidates based on merit.
Re-appointment and Re-election of Directors
As the capacity, energy and enthusiasm of a Director is not necessarily link to age, it is deemed not
appropriate to prescribe age limits for the retirement of Directors. The Board believes in having a healthy mix
of age and experience and therefore does not prescribe a minimum or maximum age limit for the Board
apart from what is laid down under the Companies Act, 1965.
18
Re-appointment and Re-election of Directors (contd)
Pursuant to Section 129(2) of the Companies Act, 1965, Directors who have attained the age of 70 years are
required to retire at every annual general meeting and may offer themselves for re-appointment to hold
office until the next annual general meeting.
The Articles of Association of the Company provides for all Directors to retire from office at least once
every three (3) years at each annual general meeting in compliance with the MMLR of Bursa Securities.
Each retiring Director is eligible for re-election. In addition, one third (1/3
rd
) of the Board, including the Group
Managing Director, shall retire by rotation and shall be eligible for re-election at each annual general
meeting. This provides an opportunity for the Companys shareholders to renew their mandate. The said
Articles of Association also provides that a Director appointed by the Board during the financial year shall
be subject to re-election at the forthcoming annual general meeting after his appointment.
Retiring Directors who are seeking re-election are subject to Directors assessment overseen by the Nomination
Committee. Following the assessment, the Board, on the recommendation of the Nomination Committee,
make a determination as to whether it will endorse a retiring Director for re-election and/or re-appointment.
Upon the recommendation of the Nomination Committee, the following Directors shall retire at the
forthcoming Forty-Sixth Annual General Meeting of the Company and had offered themselves for
re-election: -
a. Mr Yap Wee Chun, retiring pursuant to Article 85 of the Articles of Association of the Company;
b. Mr Cheong Wong Sang, retiring pursuant to Article 85 of the Articles of Association of the Company;
c. YBhg Tan Sri Dato Yap Yong Seong, retiring pursuant to Section 129 of the Companies Act, 1965; and
d. YBhg Tan Sri Dato Haji Lamin bin Haji Mohd Yunus, retiring pursuant to Section 129 of the Companies
Act, 1965.
As a policy, the Board itself would assess, evaluate and determine the independence of an Independent
Director when he is due for retirement and/or re-appointment at the annual general meeting of the
Company, notwithstanding that the tenure of the Independent Director has been more than nine (9) years.
Directors Training
All members of the Board have successfully completed the Mandatory Accreditation Programme as
required by Bursa Securities. The Directors are aware and are encouraged to attend continuing education
programmes, seminars and conferences to keep themselves abreast of the current developments and
business environment affecting their roles and responsibilities to the Group.
The Chartered Secretaries facilitate Directors attendances at external programmes and keep a complete
records of the training received or attended by the Directors.
19
Directors Training (contd)
For the financial year ended 30 June 2013, all Directors have attended the following training programme:
Director Training Programme
Mode of
Training
Duration of
Training
Tengku Datuk Seri Ahmad
Shah Ibni Almarhum Sultan
Salahuddin Abdul Aziz Shah
Director Duties, Regulatory Updates
And Governance Seminar For
Directors Of PLCs 2013
Seminar 1-day
Enterprise Risk Management
What A Director Must Know
Training 1-day
Tan Sri Dato Yap Yong Seong Advocacy Sessions On Corporate
Disclosure For Directors
Talk -day
Tan Sri Dato Haji Lamin bin
Haji Mohd Yunus
International Conference: Plight Of
The Rohingya : Solution?
Conference 1 day
International Conference on 9/11
Revisited Seeking The Truth
Conference 1 day
International Conference on
War-Affected Children
Conference -day
Yap Wee Chun Fraud Detection And Prevention
A Necessity, Not A Choice
Seminar -day
Dato Yap Wee Keat Forbes Global CEO Conference Conference 3-day
Cheong Wong Sang Fraud Detection And Prevention
A Necessity, Not A Choice
Seminar -day
Hazli bin Ibrahim Audit Committee Expanded
Governance Oversight Role :
Are You Equipped
Seminar -day
Related Party Transaction Doing It
Right For Results
Presentation -day
The Board views the aforementioned training programmes attended and/or participated by the Directors,
and the updates provided to the Directors from time to time as sufficient to meet the skills and knowledge
required to carry out their duties as Directors.
20
DIRECTORS REMUNERATION
Remuneration, Procedures and Disclosure
The level and make-up of remuneration
The Board endeavours to ensure that the levels of remuneration offered for Directors are sufficient to attract
and retain people needed to run the Group successfully. In the case of the Group Managing Director and
Executive Director, the component parts of their remuneration are structured to link rewards to corporate
and individual performance while ensuring that the level of remuneration commensurate with the market,
the experience and the level of responsibilities undertaken. The Executive Directors are not paid any
Directors fee. In the case of Non-Executive Directors, the level of fees reflects the contribution and level of
responsibilities undertaken by the particular non-executives concerned.
The Directors fees recommended for Independent Directors reflect the experience and responsibilities levels
of the Directors concerned. Directors fees payable to Independent Directors are subject to the approval
of the shareholders of the Company at annual general meeting held yearly. Independent Directors are also
paid meeting allowances for each Board Meetings, Audit Committee Meetings and also general meetings
that they attend.
Disclosure on Directors Remuneration
The aggregate remuneration of Directors, and Directors fees of the Company, distinguishing between
Executive and Non-Executive Directors for the financial year ended 30 June 2013, are categorised into the
following components:
Directors
Fees
(RM000)
Basic Salary
(RM000)
Bonuses/
Commissions
(RM000)
Allowances
& Statutory
Contribution
(RM000)
Benefits-
in-kind
(RM000)
Total
(RM000)
Executive - 1,754 180 373 458 2,765
Non-Executive 144 - - 12 - 156
The number of Directors whose remunerations fall in each successive band of RM50,000 are shown as follows:
Range of Remuneration
Number of Directors
Executive Non-Executive
Below RM50,000 - 4
RM1,150,001 to RM1,200,000 1 -
RM1,600,001 to RM1,650,000 1 -
Directors Share Options
There is no Directors Share Options Scheme in the Company during the financial year ended 30 June 2013.
21
RELATIONSHIP WITH SHAREHOLDERS AND INVESTORS
The Board firmly believes that the annual general meeting of the Company (AGM) is the best forum to promote a
closer relationship with our shareholders, enabling us to continue our engagement process with them and to keep
shareholders informed of all material business and corporate developments concerning the Group. The AGM also
provides an opportunity for the Companys shareholders to participate in a Question and Answer Session relevant
to the Companys business. To encourage shareholders participation at general meeting, the Chairman will also
inform shareholder of their right to demand a poll vote at the commencement of the general meeting. In addition,
a press conference where necessary, will be held immediately after the AGM to provide any further clarifications
and to respond to questions raised.
Another important channel to reach its shareholders and investors is through the Annual Report. Besides including
comprehensive financial performance and information on the business activities, the Group strives to improve the
contents of the Annual Report in line with the developments in corporate governance practices. Notice of AGM
and annual report are sent to all shareholders of the Company at least twenty one (21) days before the date of the
AGM. The Company Annual Report can be accessed at the Companys website via a direct link to Bursa Securities
website.
The corporate website, www.dutaland.com.my also provides an avenue for the Companys shareholders,
investors and members of the public to access the Groups information and corporate announcements. The Board
acknowledges the need for the Companys shareholders and investors to be informed of all material businesses
and corporate developments concerning the Group in a timely manner. In addition to various announcements
made during the year, the timely release of the Groups consolidated financial results on quarterly basis provides
the shareholders and investors with an overview of the Groups financial and operational performances so as to
enable the investment community to make careful and informed investment decisions on the Companys securities.
With a direct link to Bursa Securities website, all announcements made by the Company to Bursa Securities are
published shortly after the same are released on Bursa Securities website.
Apart from the mandatory announcement on the Groups financial results and corporate developments to Bursa
Securities, investors and members of the public who wish to contact on any matters can channel their questions
through email to dutaland@dutaland.com.my. All shareholders queries will be received by the Chartered
Secretaries who will provide feedback and responses to shareholders queries where such information can be
made available to the public.
ACCOUNTABILITY AND AUDIT
Financial Reporting
The Board is responsible for the quality and completeness of publicly disclosed financial reports. In presenting
the annual financial statements, quarterly reports and the annual reports to the shareholders of the
Company, the Board takes appropriate steps to present a clear and balanced assessment of the Groups
position and prospects. This also applies to other price-sensitive public announcements and reports to the
regulatory authorities.
The Groups financial statements and quarterly announcements, prepared using appropriate accounting
policies, consistently and supported by reasonable and prudent judgments and estimates, will be reviewed
and deliberated by the Audit Committee in the presence of the external auditors, internal auditors of the
Company and the Head of Group Finance prior to recommending them for adoption by the Board. The Audit
Committee ensures that the information to be disclosed are accurate, adequate and in compliance with
the various disclosure requirements imposed by the relevant authorities. The Board discusses and reviews the
recommendations proposed by the Audit Committee prior to its adoption. The Board also ensures accurate
and timely release of the Groups quarterly and annual financial results to Bursa Securities.
22
ACCOUNTABILITY AND AUDIT (contd)
Directors Responsibility Statement
The Directors are required under the Companies Act, 1965 (Act), to prepare financial statements for each
financial year which give a true and fair view of the financial position of the Group and of the Company and
of its financial performance and cash flows for the financial year then ended. As required by the Act and
the MMLR of Bursa Securities, the financial statements have been prepared in accordance with Financial
Reporting Standards and the Companies Act, 1965 in Malaysia.
The Directors consider that, in preparing these financial statements, the Group and the Company have used
appropriate accounting policies and applied them consistently and made judgements and estimates that
are reasonable and prudent. The Directors also ensure that all applicable approved accounting standards
have been followed.
The Directors are responsible and have ensure that proper accounting records are kept under the Act,
that disclose with reasonable accuracy, the financial positions and results of the Group and the Company.
The Directors are also responsible for taking necessary and reasonable steps to safeguard the assets of the
Company and the Group and to prevent and detect fraud and other irregularities.
Risk Management Framework and Internal Control
The Board acknowledges its overall responsibilities for maintaining a sound system of internal control which
covers not only financial controls but also operational, compliance and risk management. The Audit
Committee of the Company has been established, which is assisted by an independent internal audit
function in the discharge of its duties and responsibilities.
The Groups Statement on Risk Management and Internal Control is set out on pages 28 to 29 of this Annual
Report.
Relationship with External Auditors
A formal mechanism has been established by the Audit Committee to ensure that there is frank, transparent
and candid dialogue with the external auditors. The external auditors attended three (3) out of the five
(5) Audit Committee Meetings of the Company held during the financial year. The external auditors will
highlight to the Audit Committee and the Board on matters that require the Audit Committees or the
Boards attention together with the recommended corrective actions thereof. The Management is held
responsible for ensuring that all these corrective actions are undertaken within an appropriate time frame.
The Audit Committee also meets the external auditors at least once during the financial year without the
presence of the Executive Directors and Management. This allows the Audit Committee and the external
auditors the exchange of free and honest views and opinions on matters related to external auditors audit
and findings.
The external auditors has confirmed their independence and provided the required independent
declaration to the Audit Committee for the financial year ended 30 June 2013 in accordance with the firms
requirements and with the provisions of the By-Laws on Professional Independence of the Malaysian Institute
of Accountants.
A report by the Audit Committee together with its summary of Terms of Reference is set out on pages 30 to 33
of this Annual Report.
23
CODE AND POLICIES
Directors Code of Conduct
The Board has adopted a Directors Code of Conduct on 29 August 2012. In addition to the Company
Directors Code of Ethics established by the Companies Commission of Malaysia, the Directors Code of
Conduct is the Boards commitment towards establishing a corporate culture which engenders ethical
conduct that permeates throughout the Company and ensuring the implementation of appropriate internal
systems to support, promote and ensure its compliance.
The details of the Directors Code of Conduct are available for reference on DutaLands corporate website
at www.dutaland.com.my.
Whistle-Blowing Policy
The Whistle-Blowing Policy of the Company was adopted on 29 August 2012 following the introduction of
the Whistleblower Protection Act 2010 to enhance the coverage and protection to whistleblowers, which
encompasses report of suspected and/or known misconduct, wrongdoings, corruption and instances of
fraud, waste, and/or abuse involving the resources of the Group. The aim of this policy is to encourage the
reporting of such matters, in good faith, with the confidence that employees making such reports will, to the
extent possible, be protected from reprisal.
The Whistle-Blowing Policy is posted on DutaLand corporate website at www.dutaland.com.my for ease of
access for reporting by employees and associates of the Group.
Corporate Disclosure Policy
The Board places importance in ensuring disclosure made to shareholders and investors is comprehensive,
accurate and on a timely and even basis as it is critical towards building and maintaining corporate
credibility and investor confidence.
A Corporate Disclosure Policy for the Group was adopted on 29 August 2012 to set out the policies and
procedures on disclosure of material information of the Group following emphasis by Bursa Securities as
outlined in Bursa Securities Corporate Disclosure Guide.
This Corporate Governance Statement has been approved by the Board of DutaLand on 19 September 2013.
24
Additional Compliance Information
a) Non-Audit Fees
The amount of non-audit fee incurred for services rendered to the Group by the external auditors and their
affiliated companies for the financial year ended 30 June 2013 was RM6,000.00.
b) Material Contracts
There were no material contracts entered into by the Company and its subsidiaries involving Directors and
major shareholders interests still subsisting at the end of the financial year ended 30 June 2013 except for a
consortium agreement dated 14 February 2003 entered into between KH Estates Sdn Bhd, a wholly-owned
subsidiary of DutaLand (KHE) and Olympia Properties Sdn Bhd, a wholly-owned subsidiary of Olympia
Industries Berhad (OIB) (OP) for the proposed joint development of the land measuring approximately
41.14 and 32.3 acres situated at Mukim Batu, District of Kuala Lumpur, State of Wilayah Persekutuan.
YBhg Tan Sri Dato Yap Yong Seong, YBhg Dato Yap Wee Keat and Mr Yap Wee Chun are Directors of
DutaLand and deemed major shareholders of both DutaLand and OIB. Both YBhg Tan Sri Dato Yap Yong
Seong and YBhg Dato Yap Wee Keat are also common Directors of OIB, except for Mr Yap Wee Chun who
is not a Director of OIB. YBhg Tan Sri Dato Yap Yong Seong, YBhg Dato Yap Wee Keat and Mr Yap Wee Chun
are deemed interested in the subsidiaries of DutaLand and OIB by virtue of their direct and indirect equity
interests each in DutaLand and OIB respectively. OIB is a former associated company of DutaLand.
c) Recurrent Related Party Transactions of a Revenue or Trading Nature (RRPT)
The Company had obtained shareholders mandate at the Forty-Fifth Annual General Meeting of the
Company held on 24 October 2012 to allow the Group to enter into RRPT with related parties.
The transactions entered into were in the ordinary course of business and were carried out on terms and
conditions not materially different from those obtainable from transactions with unrelated parties.
The details of the RRPT under Paragraph 10.09 of Bursa Securities MMLR conducted during the financial year
ended 30 June 2013 pursuant to the shareholders mandate are as follows: -
Related Parties involved
with DutaLand and/or its
subsidiaries Nature of Transactions Relationship
Aggregate value for
financial year ended
30 June 2013
(RM000)
Miles And Miles Leisure Sdn
Bhd (MNM) and Olympia
Travels & Tours (Singapore)
Pte Ltd (OTTS)
Purchase of air
tickets, hotel
accommodation
and other travel
arrangements from
MNM and OTTS,
which are in the travel
business
MNM and OTTS are
both wholly-owned
subsidiaries of OlB
677
Dairy Maid Resort &
Recreation Sdn Bhd (DMRR)
Rental of office
space and parking at
Menara Olympia,
No. 8, Jalan Raja
Chulan, 50200 Kuala
Lumpur which is
owned by DMRR
DMRR is a wholly-
owned subsidiary
of OlB
802
Total 1,479
25
Additional Compliance Information (contd)
c) Recurrent Related Party Transactions of a Revenue or Trading Nature (RRPT) (contd)
The details of the RRPT for the provision of financial assistance under Practice Note 12 of Bursa Securities
MMLR conducted during the financial year ended 30 June 2013 pursuant to the shareholders mandate are
as follows: -
Related Parties involved
with DutaLand and/or its
subsidiaries Nature of Transactions Relationship
Aggregate value for
financial year ended
30 June 2013
(RM000)
Duta Grand Hotels Sdn
Bhd (DGH)
1) Provision of financial
assistance to meet
preliminary costs such
as consultants fees
and other professional
fees as well as
pre-operational
costs such as
insurances, quit rents,
assessments, staff
costs, security services
for the upkeep and
maintenance relating
to the DGH project
DGH is 76% owned
by DutaLand with
the remaining 24%
held by Duta Credit
Sdn Bhd, a company
controlled by the
major shareholders
and/or certain
Directors of DutaLand
850
2) Provision of corporate
guarantee to
contractors and sub-
contractors relating to
the DGH project
Nil
Total 850
d) Share Buybacks
The Company does not have a scheme to buy back its own shares.
e) Options or Convertible Securities
The following convertible securities which were issued by the Company pursuant to the Trust Deeds dated
25 August 2006 respectively, made between DutaLand and Malaysian Trustees Berhad (21666-V), were
exercised during the financial year ended 30 June 2013: -
1. Conversion of 6-Year Irredeemable Convertible Unsecured Loan Stocks 2007/2013 (ICULS)
There was an issuance of 233,874,756 new ordinary shares of RM1.00 each arising from the conversion
of RM275,972,365.00 nominal value of ICULS (including those ICULS reaching maturity) at a conversion
price of RM1.18 nominal value of ICULS for one new ordinary share of the Company.
2. Conversion of 6-Year Irredeemable Convertible Bonds 2007/2013 (ICB)
There was an issuance of 6,477,851 new ordinary shares of RM1.00 each arising from the mandatory
conversion of RM7,644,000.00 nominal value of ICB (on reaching maturity) at a conversion price of
RM1.18 nominal value of ICB for one new ordinary share of the Company.
During the financial year ended 30 June 2013, 3,410,186 new ordinary shares of RM1.00 each were also issued
by the Company pursuant to the mandatory exchange of USD1,320,000.00 [equivalent to RM4,024,020.00
(being the RM Equivalent Rate of RM3.0485 to USD1.00)] nominal value of 6-Year Irredeemable Exchangeable
Bonds 2007/2013 (IEB) (on reaching maturity) at an exchange price of RM1.18 nominal value of IEB for one
new ordinary share of the Company.
26
Additional Compliance Information (contd)
e) Options or Convertible Securities (contd)
Save as disclosed above, there were no options or other convertible securities exercised and the Company
did not issue any options or convertible securities during the financial year.
f) Depository Receipt Programme
The Company did not sponsor any depository receipt programme during the financial year under review.
g) Variation in Results
There were no variances of 10% or more between the audited results for the financial year ended 30 June
2013 and the unaudited results previously announced.
h) Sanctions and/or Penalties
The Company and its subsidiaries, Directors and Management have not been imposed with any sanctions
and/or penalties by the relevant regulatory bodies for the financial year ended 30 June 2013.
i) Profit Guarantee
There were no profit guarantees given by the Company during the financial year.
j) Utilisation of Proceeds from Corporate Proposal
The proceeds raised from the divestment of 70% effective equity interest in Olympia Plaza Sdn Bhd, a wholly-
owned subsidiary of the Company for a net cash consideration of RM35.0 million which was completed on
3 September 2013 shall be used for working capital and to reduce the Groups borrowings.
k) Corporate Social Responsibility
As a responsible corporate citizen, the Group will continuously ensure that all pertinent activities relating
to corporate social responsibility are considered and supported in its operations for the well being of
stakeholders, community and environment.
Environment
As part of the efforts towards the preservation of environment, the Group would ensure there are sufficient
measures at all construction sites and work places to prevent any adverse impact on the environment.
Workplace
The employees are the heart of the Group and the key to the competitive success in the marketplace.
As a policy, the Company do not discriminate against any race, gender, age and minorities.
In recognition of its human resources as an asset to the Group, significant importance is attached to the
following areas: -
Human capital developments, including relevant training and skills-upgrading programmes or
workshops for all levels of staff.
Provision of adequate medical and other benefits for welfare of all employees.
Fulfilment of its obligation in promptly making staff-related statutory contributions.
Fair and non-discriminatory employment practices amongst its employees.
Marketplace
The Group values its business ties with both its customers and its suppliers through constantly striving to meet
their needs in terms of the quality and pricing of its products and services.
27
Statement On Risk Management and
Internal Control
This statement on risk management and internal control by the Board is made pursuant to Paragraph 15.26(b) of
the Main Market Listing Requirements of Bursa Malaysia Securities Berhad (Bursa Securities) and guided by the
Statement on Risk Management & Internal Control: Guidelines for Directors of Listed Issuers.
The Boards Responsibilities
The Board of Directors (Board) of DutaLand Group acknowledges its overall responsibility in maintaining a sound
system of internal control and risk management practices of the Group and for reviewing the adequacy and
integrity of the system periodically to safeguard the interest of the Companys shareholders and the Groups assets.
The system of risk management and internal control is designed to manage rather than eliminate the risk of failure in
achieving the Groups corporate objectives and can only provide reasonable but not absolute assurance against
any material misstatement or loss.
The Risk Management Process
The Board has formally endorsed an ongoing risk management and internal control framework which includes the
following key elements:
The guiding principles of the risk management framework;
The underlying approach to risk management;
The roles and responsibilities of the Board and the Management Team;
The underlying approach in reviewing and monitoring any significant risk;
Regular review on the effectiveness of internal control.
The framework is applied continuously throughout the financial year to determine, evaluate and manage the
significant risks of the Group. This is further assured by the implementation of an internal control system that has
been integrated in the Groups operations and working culture. Therefore, any significant risk arising from factors
within the Group and from changes in business environment can be addressed on a timely basis.
The Internal Control Process
The other key features of the Groups internal control system include the following:
An organisation structure with defined lines of responsibility and appropriate reporting structure including
proper approval and authorisation limits for approving capital expenditure and expenses within the Group;
Internal policies and procedures are documented through a series of manuals for all major operations of the
Group;
Strategic planning and annual budgeting are undertaken for the key business units and consolidated
at Group level. Senior management closely monitors the key performance indicators and financial and
operating results against budget to identify and where appropriate, to address significant variances;
An Internal Audit Department which performs regular and systematic review of the internal controls to assess
on the effectiveness of the systems of internal control and to highlight significant risks impacting the Group
with recommendation for improvement;
The Audit Committee regularly reviews and scrutinises the audit report by the Internal Audit Department and
conducts annual assessment on the adequacy of the Departments scope of work and resources; and
28
The Internal Control Process (contd)
The Board meets at least quarterly and has set a schedule of matters which is required to be brought to
its attention for discussion, thus ensuring that it maintains full and effective supervision over appropriate
controls. The Group Managing Director provides explanation to the board on pertinent issues. In addition,
the Board is kept updated on the Groups activities and its operations on a regular basis.
The internal audit function of the Group is carried out by an in-house Internal Audit Department which reports
directly to the Audit Committee of the Company. The role of the internal auditors is to review the adequacy,
integrity and effectiveness of the Groups system of risk management and internal controls to mitigate the risks of
the Group including financial, operational and compliance risks.
Monitoring process
The Audit Committee has full and direct access to the Head of Internal Audit Department and receives reports
on all internal audits performed. The Internal Audit Department continues to independently and objectively
monitor compliance with regard to policies and procedures, and the effectiveness of the internal controls systems.
Significant findings and recommendations for improvement are highlighted to the Management and the Audit
Committee, with periodic follow-up of the implementation of action plans. The Management is responsible for
ensuring that corrective actions were implemented accordingly.
Based on the reports from the Internal Audit Department for the financial year ended 30 June 2013, some weaknesses
in internal control were identified and measures have been or are being taken to address these weaknesses.
None of these weaknesses have resulted in any material losses, contingencies or uncertainties that would require
disclosure in the Groups annual report.
Conclusion
The system of risk management and internal control comprising the respective framework, management processes,
monitoring processes described in this statement are considered appropriate. While the Board acknowledges that
the system of risk management and internal control does not eliminate the possibility of collusion or deliberate
circumvention of procedures by employees, human errors and/or other unforeseen circumstances that result in
poor judgment, it has nonetheless receive assurance from the Group Managing Director, the Executive Director
and the General Manager, Group Finance that the Companys risk management and internal control system is
operating adequately and effectively.
The Group continues to take measures to enhance and strengthen the internal control environment.
Review of the Statement by External Auditors
The external auditors have reviewed this Statement on Risk Management and Internal Control for inclusion in the
Annual Report and reported to the Board that nothing has come to their attention that causes them to believe
that the statement is inconsistent with their understanding of the process adopted by the Board in reviewing the
adequacy and integrity of the system of internal control.
This Statement on Risk Management and Internal Control has been approved by the Board of DutaLand on
19 September 2013.
Statement on Risk Management and Internal Control (contd)
29
Audit Committee Report
The Audit Committee of DutaLand Berhad (Dutaland or the Company) was established by the Board of
Directors (Board) of the Company on 20 June 1994 with the primary objectives of assisting the Board in discharging
its statutory duties and responsibilities relating to internal controls, financial and accounting records and policies
as well as financial reporting practices of the Company and its subsidiaries (the Group). The Audit Committee
has become in recent years, one of the main pillars of the corporate governance system in public companies.
With new responsibilities and increasing complexities, being a member of the Audit Committee has never been
more challenging.
During the financial year, the Audit Committee carried out its duties and responsibilities in accordance with its
terms of reference and held discussions with the internal auditors, external auditors and Management staff.
The Audit Committee is of the view that no material misstatements or losses, contingencies or uncertainties have
arisen, based on the reviews made and discussions held.
Members
The Audit Committee comprises three (3) Directors, all of whom are Independent Non-Executive Directors, namely:
YBhg Tan Sri Dato Haji Lamin bin Haji Mohd Yunus
Chairman of Audit Committee
(Independent Director)
Mr Cheong Wong Sang
Member
Encik Hazli bin Ibrahim
Member
Both Encik Hazli bin Ibrahim and Mr Cheong Wong Sang have extensive working experience and are members of
association of accountants recognised by Bursa Malaysia Securities Berhad thereby complying with Paragraph
15.09 (1)(c)(ii) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad that requires at least
one (1) Audit Committee member fulfilling the financial expertise requisite.
Audit Committee Meetings
There were five (5) Audit Committee Meetings held during the financial year ended 30 June 2013 attended by the
Head of Finance and the Head of Internal Audit at all the meetings by invitation. Representatives of the external
auditors attended three (3) out of the five (5) meetings held.
The Chairman of the Audit Committee engages on a continuous basis with Senior Management including the
Chairman of the Board, the Group Managing Director, the Head of Finance, Head of Internal Audit, the Chartered
Secretary and the external auditors, to keep abreast of issues of the Company and the Group.
A quorum of the Audit Committee shall be two (2) members present and the majority of whom must be Independent
Directors.
The Chartered Secretary shall act as Secretary of the Audit Committee. Minutes of each Audit Committee Meeting
are distributed to each Board Member, and the Chairman of the Audit Committee reports on key issues discussed
at each meeting to the Board.
30
Audit Committee Report (contd)
Audit Committee Meetings (contd)
Details of attendance of the Audit Committee Members during the financial year are as tabled below:
No. of Audit Committee Meetings
Members Held Attended
Tan Sri Dato Haji Lamin bin Haji Mohd Yunus 5 4
Cheong Wong Sang 5 5
Hazli bin Ibrahim 5 5
Summary of Terms of Reference
1. Composition
a) The Committee shall be appointed by the Directors amongst its members of no fewer than 3 members,
all of whom shall be non-executive directors, with a majority of them being independent directors. In
determining independence, the Board will observe the Main Market Listing Requirements (MMLR)
of Bursa Malaysia Securities Berhad (Bursa Securities).
b) The members of the Committee shall elect from amongst themselves a Chairman who is independent
and non-executive.
c) The Board shall review the term of office and performance of the Committee members at least once
every three (3) years to determine whether such Committee members have carried out their duties
in accordance with their terms of reference.
2. Authority
The Committee is authorised by the Board and at the cost of the Company, to carry out the following:
a) investigate any activity within the Committees Terms of Reference;
b) have resources which are reasonably required to enable it to perform its duties;
c) have full and unrestricted access to any information pertaining to the Company or the Group;
d) have direct communication channels with the external auditors and person(s) carrying out the
internal audit function or activity;
e) obtain independent professional advice and to invite outsiders with relevant experience to attend, if
necessary; and
f) convene meetings with the external auditors, the internal auditors or both, excluding the attendance
of other Directors and employees of the Company, whenever deemed necessary.
3. Duties
The duties of the Committee shall be to review the following and report the same to the Board:
a) Any matters concerning the appointment or recommendation for nomination of the external auditors,
the audit fee and any question of resignation or dismissal;
b) The nature and scope of the audit plan by the external auditors before commencement and ensure
coordination where more than one audit firm is involved;
c) The external auditors audit report, problems and reservations or areas of concern arising from both
the interim and final audits and any other matters the external auditors may wish to discuss (in the
absence of Management where necessary);
31
Summary of Terms of Reference (contd)
3. Duties (contd)
d) Quarterly and year-end financial statements, focusing on any change in or implementation of major
accounting policy changes, significant and unusual events, the going concern assumption and
compliance with accounting standards and other legal requirements;
e) The external auditors management letter and Managements response;
f) The external auditors evaluation of the system of internal controls;
g) The assistance given by the employees to the external and internal auditors;
h) In relation to the internal audit function, to:
- review the adequacy of the scope, functions, competency and resources of the internal audit
function and the necessary authority to carry out its work;
- review the internal audit programme and results of the internal audit process to ensure
that appropriate actions are taken on the recommendations of the internal audit function
wherever necessary;
- review any appraisal or assessment of the performance of members of the internal audit
function;
- approve any appointment or termination of senior staff members of the internal audit function;
- take cognisance of resignations of internal audit staff members and provide resigning staff an
opportunity to submit the reasons for resigning;
i) Any major findings of internal investigations and Managements response;
j) Significant risks identified and their control plans;
k) Any related party transactions and conflict of interest situations that may arise within the Company
or the Group including any transaction, procedure or course of action that raises questions of
Management integrity;
l) Compliance of procedures and guidelines on recurrent related party transactions; and
m) Other topics as authorised by the Board.
4. Overseeing the Internal Audit Function
a) The Committee shall oversee all internal audit functions and is authorised to commission investigations
to be conducted by internal audit, as it deems fit.
b) The Head of Internal Audit shall report directly to the Committee and shall have direct access to the
Chairman of the Committee.
32
Summary of Activities
During the financial year ended 30 June 2013, the activities of the Audit Committee covered, among others, the
following:
1. Reviewed financial statements including quarterly financial announcements to Bursa Securities and year
end financial statements and recommend the same for approval by the Board of Directors, upon being
satisfied that, inter alia, the financial reporting and disclosure requirements of the relevant authorities had
been complied with;
2. Discussed and reviewed with the external auditors the external audit plan and approach, results of their
examinations, auditors report and Management issue highlights relating to audit and updates on Financial
Reporting Standards in Malaysia;
3. Convened separate meetings with the external auditors without the presence of Executive Directors and
Management;
4. Reviewed the annual internal audit plan/report including its scope, basis of assessments and risks ratings
of the proposed areas of audit and discussed internal audit findings/recommendations and Management
response with Internal Audit;
5. Monitored the corrective actions taken on the outstanding audit issues to ensure that all key risks and control
lapses have been addressed.
6. Reviewed the staffing requirements of the Internal Audit Department and the skills and the core competencies
of the internal auditors.
7. Reviewed quarterly risk management report and monitored the implementation of control plans; and
8. Reviewed related party transactions that arose within the Company and the Group and to ensure that the
transactions are fair and reasonable to, and are not to the detriment of the Companys minority shareholders.
Internal Audit Function
The Groups internal audit function is carried out by an Internal Audit Department that reports directly to the
Audit Committee. The Internal Audit Department provides an independent and objective assurance on risk
management and internal controls and governance procedures within the Company and the Group. The Internal
Audit Department performs its audit activities with the prime objective of ensuring that a sound internal control
system is in place and the system is functioning adequately. This is achieved through regular and systematic
reviews of internal control systems and management information systems to ensure the reliability and integrity
of information, including the extent of compliance with applicable policies, plans, procedures and regulations.
In addition, audit activities ensure that risk management procedures are complied and principal risks are identified
by the Management of the Company and appropriate controls are in place to manage these risks.
The Audit Committee reviews and approves the annual audit plan of the Internal Audit Department at the first Audit
Committee Meeting of the financial year. The internal audit scope of coverage for the financial year encompassed
the audit of key processes and operations of all active subsidiaries as identified in the annual audit plan.
Internal audit reports on findings noted during the audit, including implementation of the control plans to mitigate
risks identified and recommended corrective actions were discussed with the Senior Management of the
subsidiaries of the Company. Implementation timelines of the agreed action plans were agreed upon and follow-
up audits were conducted to ensure full compliance. The corresponding audit reports with follow-up action plans
and implementation status were also presented to the Audit Committee for review.
The total cost incurred for the internal audit function of the Company and Group for the financial year ended
30 June 2013 was approximately RM100,527.50 (2012: RM98,775.00).
33
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34
Directors Report and Audited
Financial Statements
36 Directors Report
40 Statement by Directors
40 Statutory Declaration
41 Independent Auditors Report
43 Statements of Comprehensive Income
44 Statements of Financial Position
46 Statements of Changes in Equity
48 Statements of Cash Flows
50 Notes to the Financial Statements
121 Supplementary Information
Directors Report
Directors report
The directors hereby present their report together with the audited financial statements of the Group and of the
Company for the financial year ended 30 June 2013.
Principal activities
The principal activity of the Company is investment holding. It also engages in the business of investment and the
provision of management services to its subsidiaries.
The principal activities of the subsidiaries are described in Note 17 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
Results
Group Company
RM000 RM000
Loss for the year (20,539) (4,076)
Attributable to:
Owners of the parent (18,562) (4,076)
Non-controlling interests (1,977) -
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in
the financial statements.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial
year were not substantially affected by any item, transaction or event of a material and unusual nature.
Dividends
No dividend has been paid or declared by the Company since the end of the previous financial year.
Directors
The names of the directors of the Company in office since the date of the last report and at the date of this report
are:
YAM Tengku Datuk Seri Ahmad Shah Ibni Almarhum Sultan Salahuddin Abdul Aziz Shah (Chairman)
Tan Sri Dato Yap Yong Seong (Group Managing Director)
Yap Wee Chun (Executive Director)
Tan Sri Dato Haji Lamin bin Haji Mohd Yunus
Dato Yap Wee Keat
Cheong Wong Sang
Hazli bin Ibrahim
36
Directors Report (contd)
Directors benefits
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which
the Company was a party, whereby the directors might acquire benefits by means of the acquisition of shares in or
debentures of the Company or any other body corporate.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit
(other than benefits included in the aggregate amount of emoluments received or due and receivable by the
directors or the fixed salary of a full-time employee of the Company as shown in Note 7 to the financial statements)
by reason of a contract made by the Company or a related corporation with any director or with a firm of which
he is a member, or with a company in which he has a substantial financial interest, except as disclosed in Note 37
to the financial statements.
Directors interests
According to the Register of Directors Shareholdings, the interests of directors in office at the end of the financial
year in shares and 2007/2013 Irredeemable Convertible Unsecured Loan Stocks (ICULS) of the Company and its
related corporations during the financial year were as follows:
Number of ordinary shares of RM1.00 each
1 July 30 June
2012 Acquired Disposed 2013
The Company
Direct interest:
Tan Sri Dato Yap Yong Seong 25,600 - - 25,600
Dato Yap Wee Keat 54,000 - - 54,000
Yap Wee Chun 28,200 - - 28,200
Tan Sri Dato Haji Lamin bin Haji Mohd Yunus 938,700 - - 938,700
Indirect interest:
Tan Sri Dato Yap Yong Seong 279,558,198 12,071,949 - 291,630,147 *
Dato Yap Wee Keat 279,558,198 12,071,949 - 291,630,147 *
Yap Wee Chun 279,558,198 12,071,949 - 291,630,147 *
Number of RM1.00 each naminal value of ICULS 2007/2013
1 July 30 June
2012 Acquired Converted 2013
The Company
Indirect interest:
Tan Sri Dato Yap Yong Seong - 13,000,000 (13,000,000) -
^
Dato Yap Wee Keat - 13,000,000 (13,000,000) -
^
Yap Wee Chun - 13,000,000 (13,000,000) -
^
37
Directors interests (contd)
* Deemed interest through shares held by Duta Equities Sdn. Bhd. (DESB), Kenny Height Developments Sdn.
Bhd. and Olympia Industries Berhad.
^
Deemed interest through ICULS held by DESB.
By virtue of their interests in shares in the Company, Tan Sri Dato Yap Yong Seong, Dato Yap Wee Keat and Yap
Wee Chun are also deemed to be interested in the ordinary shares of all the subsidiaries of the Company to the
extent the Company has an interest.
Other than as stated above, none of the directors in office at the end of the financial year had any interest in shares
of the Company or its related corporations during the financial year.
Issue of shares
During the financial year, the Company increased its issued and paid-up ordinary share capital from RM602,355,246
to RM846,118,039 via the issuance of 243,762,793 ordinary shares of RM1.00 each arising from the conversion of
275,972,365 units of ICULS, 7,644,000 units of 2007/2013 Irredeemable Convertible Bonds and 1,320,000 units of
2007/2013 Irredeemable Exchangeable Bonds at conversion price of RM1.18 per ordinary share.
The new ordinary shares issued during the financial year ranked pari passu in all respects with the existing ordinary
shares of the Company.
Other statutory information
(a) Before the statements of comprehensive income and statements of financial position of the Group and of
the Company were made out, the directors took reasonable steps:
(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the
making of provision for doubtful debts and satisfied themselves that all known bad debts had been
written off and that adequate provision had been made for doubtful debts; and
(ii) to ensure that any current assets which were unlikely to realise their values as shown in the accounting
records in the ordinary course of business had been written down to an amount which they might be
expected so to realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts and the amount of the provision for doubtful debts in the
financial statements of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the
Company misleading.
(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would
render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company
misleading or inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this
report or financial statements of the Group and of the Company which would render any amount stated in
the financial statements misleading.
38
Other statutory information (contd)
(e) At the date of this report, there does not exist:
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the
financial year which secures the liabilities of any other person; or
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial
year.
(f) In the opinion of the directors:
(i) no contingent or other liability has become enforceable or is likely to become enforceable within the
period of twelve months after the end of the financial year which will or may affect the ability of the
Group or of the Company to meet their obligations when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the
end of the financial year and the date of this report which is likely to affect substantially the results of
the operations of the Group or of the Company for the financial year in which this report is made.
Subsequent events
Details of subsequent events are disclosed in Note 41 to the financial statements.
Auditors
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors dated 19 September 2013.
Yap Wee Chun Tan Sri Dato Yap Yong Seong
39
We, Yap Wee Chun and Tan Sri Dato Yap Yong Seong, being two of the directors of DutaLand Berhad, do hereby
state that, in the opinion of the directors, the accompanying financial statements set out on pages 43 to 120 are
drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to
give a true and fair view of the financial position of the Group and of the Company as at 30 June 2013 and of their
financial performance and cash flows for the year then ended.
The supplementary information set out in Note 46 on page 121 to the financial statements have been prepared in
accordance with the Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses
in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhads Main Market Listing Requirements, as
issued by the Malaysian Institute of Accountants.
Signed on behalf of the Board in accordance with a resolution of the directors dated 19 September 2013.
Yap Wee Chun Tan Sri Dato Yap Yong Seong
Statutory Declaration
Pursuant to Section 169(16) of the Companies Act, 1965
I, Wong Chiang Ying, being the officer primarily responsible for the financial management of DutaLand Berhad, do
solemnly and sincerely declare that the accompanying financial statements set out on pages 43 to 121 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 Wong Chiang Ying
at Kuala Lumpur in Wilayah Persekutuan
on 19 September 2013. Wong Chiang Ying
Before me,
Mohan A.S. Maniam
No. W521
Commissioner for Oaths
Statement by Directors
Pursuant to Section 169(15) of the Companies Act, 1965
40
Report on the financial statements
We have audited the financial statements of DutaLand Berhad, which comprise the statements of financial position
as at 30 June 2013 of the Group and of the Company, and the statements of comprehensive income, statements
of changes in equity and statements of cash flows of the Group and of the Company for the year then ended, and
a summary of significant accounting policies and other explanatory notes, as set out on pages 43 to 120.
Directors responsibility for the financial statements
The directors of the Company are responsible for the preparation of the financial statements that give a true and
fair view in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. The directors
are also responsible for such internal control as the directors determine are necessary to enable the preparation of
financial statements that are free from material misstatement, whether due to fraud or error.
Auditors responsibility
Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our
audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply
with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the
financial statements are free from material misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on our judgment, including the assessment of risks of
material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments,
we consider internal control relevant to the Companys preparation of the financial statements that give a true
and fair view in order to design audit procedures that are appropriate in the circumstances, but not for the purpose
of expressing an opinion on the effectiveness of the entitys internal control. An audit also includes evaluating the
appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the
directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements have been properly drawn up in accordance with Financial Reporting
Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the financial position of
the Group and of the Company as at 30 June 2013 and of their financial performance and cash flows for the year
then ended.
Report on other legal and regulatory requirements
In accordance with the requirements of the Companies Act, 1965 (Act) in Malaysia, we also report the following:
(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the
Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance
with the provisions of the Act.
(b) We have considered the financial statements and the auditors reports of all the subsidiaries of which we
have not acted as auditors, which are indicated in Note 17 to the financial statements, being financial
statements that have been included in the consolidated financial statements.
Independent Auditors Report
to the members of DutaLand Berhad
(Incorporated in Malaysia)
41
Independent Auditors Report (contd)
to the members of DutaLand Berhad
(Incorporated in Malaysia)
Report on other legal and regulatory requirements (contd)
(c) We are satisfied that the financial statements of the subsidiaries that have been consolidated with the
financial statements of the Company are in form and content appropriate and proper for the purposes of
the preparation of the consolidated financial statements and we have received satisfactory information
and explanations required by us for those purposes.
(d) The auditors reports on the financial statements of the subsidiaries were not subject to any qualification and
did not include any comment required to be made under Section 174(3) of the Act.
Other reporting responsibilities
The supplementary information set out in Note 46 on page 121 is disclosed to meet the requirement of Bursa
Malaysia Securities Berhad. The directors are responsible for the preparation of the supplementary information in
accordance with Guidance on Special Matter No. 1, Determination of Realised and Unrealised Profits or Losses
in the Context of Disclosure Pursuant to Bursa Malaysia Securities Berhad Listing Requirements, as issued by the
Malaysian Institute of Accountants (MIA Guidance) and the directive of Bursa Malaysia Securities Berhad. In our
opinion, the supplementary information is prepared, in all material respects, in accordance with the MIA Guidance
and the directive of Bursa Malaysia Securities Berhad.
Other matters
This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the
Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person
for the content of this report.

Ernst & Young Tan Shium Jye
AF: 0039 No. 2991/05/14(J)
Chartered Accountants Chartered Accountant
Kuala Lumpur, Malaysia
19 September 2013
42
Statements of Comprehensive Income
for the financial year ended 30 June 2013
The accompanying accounting policies and explanatory notes form an integral part of the financial statements.
Group Company
2013 2012 2013 2012
Note RM000 RM000 RM000 RM000
Revenue 3 58,268 95,241 13,333 10,667
Other income 4 6,367 5,003 - 1,035
Changes in inventories (2,057) 4,579 - -
Write back of provision for litigation claims 722 10,481 - -
Development costs recognised as expenses:
- property development costs 18 (11,148) (18,934) - -
- non-current assets classified as held for sale - (32,000) - -
Depreciation 5 (4,670) (5,724) (210) (217)
Staff costs 6 (25,275) (23,230) (3,537) (3,440)
Allowance for impairment on receivables 8 (2,598) - (3,899) (344)
Impairment losses 9 (531) (1,012) - (15,021)
Other expenses 10 (26,797) (30,121) (2,139) (4,939)
(Loss)/profit from operations (7,719) 4,283 3,548 (12,259)
Finance income 779 1,099 7,198 6,557
Finance expense (12,306) (9,435) (11,621) (9,078)
Finance costs, net 11 (11,527) (8,336) (4,423) (2,521)
Loss before tax (19,246) (4,053) (875) (14,780)
Income tax expense 12 (1,293) (1,887) (3,201) (1,541)
Loss for the year, representing total
comprehensive income for the year (20,539) (5,940) (4,076) (16,321)
Attributable to:
Owners of the parent (18,562) (4,978) (4,076) (16,321)
Non-controlling interests (1,977) (962) - -
(20,539) (5,940) (4,076) (16,321)
Loss per share attributable to owners of
the parent (sen per share):
Basic 13 (a) (2.8) (0.8)
Diluted 13 (b) (2.8) (0.8)
43
Group Company
2013 2012 2013 2012
Assets
Non-current assets
Property, plant and equipment 14 448,608 452,898 7,634 7,837
Biological assets 15 223,202 220,858 - -
Land held for property development 16 237,110 48,850 - -
Investment in subsidiaries 17 - - 421,028 421,028
Deferred tax assets 36 - 2,083 - 2,083
908,920 724,689 428,662 430,948
Current assets
Property development costs 18 64,834 283,588 - -
Inventories 19 12,692 15,780 - -
Due from subsidiaries 20 - - 329,269 329,302
Due from affiliates 21 455 - - -
Receivables 22 16,802 27,653 6,021 11,343
Tax recoverable 7,380 6,907 5,181 6,540
Short term deposits 23 524 544 118 114
Cash and bank balances 23 2,902 5,808 481 344
105,589 340,280 341,070 347,643
Non-current assets classified as held for sale 24 35,072 - - -
140,661 340,280 341,070 347,643
Total assets 1,049,581 1,064,969 769,732 778,591
Statements of Financial Position
as at 30 June 2013
44
Statements of Financial Position (contd)
Group Company
2013 2012 2013 2012
Equity and liabilities
Equity attributable to owners of the parent
Share capital 33 846,118 602,355 846,118 602,355
Irredeemable Convertible Unsecured Loan
Stocks (ICULS) 26 - 246,804 - 246,804
Irredeemable Convertible Bonds (ICB) 27 - 7,961 - 7,961
Irredeemable Exchangeable Bonds (IEB) 30 - 2,847 - -
Share premium 33 18,495 13,934 18,495 13,934
Revaluation reserve 33 90,472 90,472 51,320 51,320
Accumulated losses (165,863) (143,678) (459,011) (451,876)
789,222 820,695 456,922 470,498
Non-controlling interests 52,260 54,237 - -
Total equity 841,482 874,932 456,922 470,498
Non-current liabilities
Borrowings 25 31,429 1,786 - -
Deferred tax liabilities 36 25,092 25,265 - -
56,521 27,051 - -
Current liabilities
Borrowings 25 102,352 119,847 45,000 49,034
Due to subsidiaries 20 - - 264,807 255,915
Due to affiliates 21 595 - 449 -
Payables 31 46,489 40,542 2,525 3,144
Due to a company with common directors
and corporate shareholders 32 29 - 29 -
Provision for liabilities 35 - - - -
Current tax payable 2,113 2,597 - -
151,578 162,986 312,810 308,093
Total liabilities 208,099 190,037 312,810 308,093
Total equity and liabilities 1,049,581 1,064,969 769,732 778,591
as at 30 June 2013
45
Statements of Changes in Equity
|-------------------------------- Attributable to owners of the parent ----------------------------------|
|------------------------ Non-distributable ------------------------|
Equity Equity Equity Total Non -
Share component component component Share Revaluation Accumulated shareholders controlling Total
capital of ICULS of ICB of IEB premium reserve losses equity interests equity
Group RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000 RM000
At 1 July 2012 602,355 246,804 7,961 2,847 13,934 90,472 (143,678) 820,695 54,237 874,932
Total comprehensive
income - - - - - - (18,562) (18,562) (1,977) (20,539)
Transactions with owners
Cancellation of ICULS and
ICB - (7,235) (2,775) - - - (2,342) (12,352) - (12,352)
Conversion of ICULS, ICB
and IEB 243,763 (238,435) (5,094) (2,847) 4,561 - (1,281) 667 - 667
Reversal of deferred tax
upon coupon payment - (1,134) (92) - - - - (1,226) - (1,226)
243,763 (246,804) (7,961) (2,847) 4,561 - (3,623) (12,911) - (12,911)
At 30 June 2013 846,118 - - - 18,495 90,472 (165,863) 789,222 52,260 841,482
At 1 July 2011 593,100 277,761 9,226 2,847 13,654 90,472 (136,172) 850,888 55,199 906,087
Total comprehensive
income - - - - - - (4,978) (4,978) (962) (5,940)
Cancellation of ICULS and
ICB - (19,937) (1,085) - - - (2,956) (23,978) - (23,978)
Conversion of ICULS and
ICB 9,255 (9,517) (14) - 280 - 428 432 - 432
upon coupon payment - (1,503) (166) - - - - (1,669) - (1,669)
9,255 (30,957) (1,265) - 280 - (2,528) (25,215) - (25,215)
At 30 June 2012 602,355 246,804 7,961 2,847 13,934 90,472 (143,678) 820,695 54,237 874,932
46
|---------------------- Non-distributable -------------------------|
Equity Equity
Share component component Share Revaluation Accumulated
capital of ICULS of ICB premium reserve losses Total
Company RM000 RM000 RM000 RM000 RM000 RM000 RM000
At 1 July 2012 602,355 246,804 7,961 13,934 51,320 (451,876) 470,498
Total comprehensive income - - - - - (4,076) (4,076)
Cancellation of ICULS and ICB - (7,235) (2,775) - - (2,342) (12,352)
Conversion of ICULS and ICB 243,763 (238,435) (5,094) 4,561 - (717) 4,078
upon coupon payment - (1,134) (92) - - - (1,226)
243,763 (246,804) (7,961) 4,561 - (3,059) (9,500)
At 30 June 2013 846,118 - - 18,495 51,320 (459,011) 456,922
At 1 July 2011 593,100 277,761 9,226 13,654 51,320 (433,027) 512,034
Total comprehensive income - - - - - (16,321) (16,321)
Cancellation of ICULS and ICB - (19,937) (1,085) - - (2,956) (23,978)
Conversion of ICULS and ICB 9,255 (9,517) (14) 280 - 428 432
upon coupon payment - (1,503) (166) - - - (1,669)
9,255 (30,957) (1,265) 280 - (2,528) (25,215)
At 30 June 2012 602,355 246,804 7,961 13,934 51,320 (451,876) 470,498
Statements of Changes In Equity (contd)
47
Statements of Cash Flows
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Operating activities
Loss before tax (19,246) (4,053) (875) (14,780)
Adjustments for:
Impairment losses on:
- Investment in subsidiaries - - - 15,021
- Land held for property development - 1,012 - -
- Property, plant and equipment 531 - - -
Depreciation 4,670 5,724 210 217
Gain on disposal of property, plant and equipment, net (2,873) (1,790) - -
Dividend income - - (13,333) (10,667)
Interest expense 12,306 9,435 11,621 9,078
Interest income (779) (1,099) (7,198) (6,557)
Property, plant and equipment written off 323 97 1 -
Allowance for impairment on receivables 2,598 - 3,899 344
Provision/(write back) for short term accumulating
compensated absences, net 9 (49) - (8)
Unrealised foreign exchange:
- Loss - 122 - -
- Gain (104) (80) - -
Write back of provision for liabilities - (97) - -
Write back of allowance for impairment on land held
for property development (1,825) - - -
Write back of provision for development costs - (1,783) - -
Write back of provision for litigation claims (722) (10,481) - -
Write back of allowance for impairment on receivables - (330) - (999)
Operating loss before working capital changes (5,112) (3,372) (5,675) (8,351)
Decrease in receivables 11,400 34,560 5,904 9,886
Decrease/(increase) in inventories 3,088 (4,952) - -
Proceeds from disposal of non-current asset held for sale - 31,360 - -
(Increase)/decrease in property development costs (2,753) 7,240 - -
Changes in amount due from/to a joint venturer (803) 4,533 - -
Changes in amounts due from/to affiliates 140 - 449 -
Increase/(decrease) in payables 5,658 (4,269) (1,002) (44)
Cash generated from/(used in) operations 11,618 65,100 (324) 1,491
Tax (paid)/refunded, net (1,876) (8,018) 2,039 110
Interest paid (52) (108) - -
Net cash flows generated from operating activities 9,690 56,974 1,715 1,601
48
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Investing activities
Proceeds from disposal of property, plant and equipment 1,409 2,488 - -
Purchase of property, plant and equipment (1,214) (1,468) (8) (8)
Addition in biological assets (2,344) (2,445) - -
Addition in land held for property development - (476) - -
Dividend received - - 10,000 8,000
Interest received 103 100 6 13
Net cash flows (used in)/generated from investing
activities (2,046) (1,801) 9,998 8,005
Financing activities
Increase in amount due to a company with common
directors and corporate shareholders 29 - 29 -
Repayment from subsidiaries - - 7,139 74,747
Withdrawal/(placement) of fixed deposit pledged 20 28 (4) (76)
Drawdown/(repayment) of borrowings, net 20,000 2,000 30,000 (28,000)
Drawdown of other borrowings 41,700 - 15,000 -
Repayment and cancellation of financial instruments (53,149) (44,720) (53,149) (44,720)
Coupon payments (10,189) (13,863) (9,906) (13,577)
Interest paid (8,362) (4,125) (685) (22)
Repayment of hire purchase and lease payables (598) (403) - -
Net cash flows used in financing activities (10,549) (61,083) (11,576) (11,648)
Net (decrease)/increase in cash and cash equivalents (2,905) (5,910) 137 (2,042)
Effects of exchange rate changes (1) 3 - -
Cash and cash equivalents at beginning of year 5,887 11,794 344 2,386
Cash and cash equivalents at end of year (Note 23) 2,981 5,887 481 344
Statements of Cash Flows (contd)
49
1. Corporate information
The Company is a public company limited by shares, incorporated and domiciled in Malaysia, and is listed
on the Main Market of Bursa Malaysia Securities Berhad. The principal place of business and registered office
of the Company is located at Level 23, Menara Olympia, No. 8, Jalan Raja Chulan, 50200 Kuala Lumpur.
The principal activity of the Company is investment holding. It also engages in the business of investment and
provision of management services to its subsidiaries. The principal activities of the subsidiaries are described
in Note 17. There have been no significant changes in the nature of these activities during the financial year.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution
of the directors on 19 September 2013.
2. Summary of significant accounting policies
2.1 Basis of preparation
The financial statements of the Group and of the Company have been prepared in accordance with
Financial Reporting Standards (FRS) and the Companies Act, 1965 in Malaysia. At the beginning
of the current financial year, the Group and the Company adopted new and revised FRS which are
mandatory for financial periods beginning on or after 1 January 2012 as described fully in Note 2.2.
The financial statements have been prepared on a historical cost basis, unless otherwise disclosed in
the significant accounting policies below or other notes to the financial statements.
The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the
nearest thousand (RM000) except when otherwise indicated.
2.2 Changes in accounting policies
On 1 July 2012, the Group and the Company adopted the following new and amended FRS and IC
Interpretations mandatory for annual financial periods beginning on or after 1 January 2012:
Effective for
annual periods
beginning on
or after
FRS 124: Related Party Disclosures (Revised) 1 January 2012
Amendments to FRS 1: Severe Hyperinflation and Removal of Fixed Dates for
First-time Adopters 1 January 2012
Amendments to FRS 7: Transfers of Financial Assets 1 January 2012
Amendments to FRS 101: Presentation of Items of Other Comprehensive Income 1 July 2012
Amendments to FRS 112: Deferred Tax Recovery of Underlying Assets
(Improvements FRSs issued in 2012) 1 January 2012
Adoption of the above standards did not have any significant effect on the financial performance
and position of the Group and the Company.
30 June 2013
Notes to the Financial Statements
50
30 June 2013
Notes to the Financial Statements (contd)
51
2. Summary of significant accounting policies (contd)
2.3 Standards issued but not yet effective
The Group and the Company have not adopted the following standards and interpretations that
have been issued but not yet effective:
Effective for financial periods beginning on or after 1 January 2013
FRS 10: Consolidated Financial Statements
FRS 11: Joint Arrangements
FRS 12: Disclosure of interests in Other Entities
FRS 13: Fair Value Measurement
FRS 119: Employee Benefits (Revised)
FRS 127: Separate Financial Statements (Revised)
FRS 128: Investment in Associates and Joint Ventures (Revised)
IC Interpretation 20: Stripping Costs in the Production Phase of a Surface Mine
Amendments to FRS 1: Government Loans
Amendments to FRS 1: Improvements to FRSs (2012)
Amendments to FRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities
Amendments to FRS 10: Consolidated Financial Statements
Amendments to FRS 11: Joint Arrangements
Amendments to FRS 12: Disclosure of interests in Other Entities
Amendments to FRS 136: Recoverable Amount Disclosure for Non-Financial Assets
Amendments to FRS 139: Novation of Derivatives and Continuation of Hedge Accounting
Amendments to IC Interpretation 2: Improvements to FRSs (2012)
Amendments to FRS 10: Investment Entities
Amendments to FRS 132: Offsetting Financial Assets and Financial Liabilities
IC Interpretation 21: Levies
FRS 9: Financial Instruments
The directors expect that the adoption of the standards and interpretations above will have no
material impact on the financial statements in the period of initial application, except as disclosed
below:
Amendments to FRS 7: Disclosures - Offsetting Financial Assets and Financial Liabilities
The amendments require additional information to be disclosed to enable users of financial
statements to evaluate the effect or potential effect of netting arrangements, including rights of set-
off associated with the entitys recognised financial assets and recognised financial liabilities on the
entitys financial position. The amendment affects disclosure only and has no impact on the Groups
and Companys financial position or performance.
30 June 2013
52
2.3 Standards issued but not yet effective (contd)
FRS 9 Financial Instruments
FRS 9 reflects the first phase of work on the replacement of FRS 139 and applies to classification and
measurement of financial assets and financial liabilities as defined in FRS 139. The adoption of this
first phase of FRS 9 will have an effect on the classification and measurement of the Groups and
Companys financial assets but will potentially have no impact on classification and measurements
of financial liabilities. The Group and Company are in the process of making an assessment of the
impact of adoption of FRS 9.
FRS 10 Consolidated Financial Statements
FRS 10 replaces the portion of FRS 127: Consolidated and Separate Financial Statements that
addresses the accounting for consolidated financial statements. FRS 10 establishes a single control
model that applies to all entities including special purpose entities. The changes introduced by FRS 10
will require management to exercise significant judgment to determine which entities are controlled,
and therefore, are required to be consolidated by a parent, as compared with the requirements that
were in FRS 127.
FRS 11 Joint Arrangements
FRS 11 replaces FRS 131: Interests in Joint Ventures and IC Interpretation 113: Jointly-controlled Entities
Non-monetary Contributions by Venturers. FRS 11 removes the option to account for jointly controlled
entities (JCE) using proportionate consolidation. Instead, JCE that meet the definition of a joint venture
must be accounted for using the equity method. The application of this new standard will have no impact
to the financial position of the Group. The Group expects the jointly controlled assets to continue to be
accounted for using the proportionate consolidation upon the application of FRS 11.
FRS 12 Disclosure of Interests in Other Entities
FRS 12 includes all disclosure requirements for interests in subsidiaries, joint arrangements, associates
and structured entities. A number of new disclosures are required. This standard affects disclosures
only and has no impact on the Groups financial position or performance.
2.4 Malaysian Financial Reporting Standards (MFRS Framework)
On 19 November 2011, the Malaysian Accounting Standards Board (MASB) issued a new MASB
approved accounting framework, the Malaysian Financial Reporting Standards (MFRS Framework).
The MFRS Framework is to be applied by all Entities Other Than Private Entities for annual periods
beginning on or after 1 January 2012, with the exception of entities that are within the scope of MFRS 141
Agriculture (MFRS 141) and IC Interpretation 15 Agreements for Construction of Real Estate (IC 15),
including its parent, significant investor and venturer (herein defined as Transitioning Entities).
On 7 August 2013, the MASB has allowed Transitioning Entities to defer the adoption of the MFRS
Framework to annual periods beginning on or after 1 January 2015.
The Group falls within the scope definition of Transitioning Entities and accordingly, will be required
to prepare financial statements using the MFRS Framework in its MFRS financial statements for the
year ending 30 June 2016. In presenting its first MFRS financial statements, the Group will be required
to restate the comparative financial statements to amounts reflecting the application of MFRS
Framework. The majority of the adjustments required on transition will be made, retrospectively,
against opening retained profits.
30 June 2013
53
2.4 Malaysian Financial Reporting Standards (MFRS Framework) (contd)
At the date of these financial statements, the Group has not completed its quantification of the
financial effects of the differences between Financial Reporting Standards and accounting standards
under the MFRS Framework. Accordingly, the consolidated financial performance and financial
position as disclosed in these financial statements for the year ended 30 June 2013 could be different
if prepared under the MFRS Framework.
The Group considers that it is achieving its scheduled milestones and expects to be in position to fully
comply with the requirements of the MFRS Framework for the financial year ending 30 June 2016.
2.5 Basis of consolidation
The consolidated financial statements comprise the financial statements of the Company and its
subsidiaries as at the reporting date. The financial statements of the subsidiaries are prepared for the
same reporting date as the Company. Consistent accounting policies are applied to like transactions
and events in similar circumstances.
Subsidiaries are consolidated from the date of acquisition, being the date on which the Group
obtains control, and continue to be consolidated until the date that such control ceases.
All intra-group balances, income and expenses and unrealised gains and losses resulting from intra-
group transactions are eliminated in full.
Acquisitions of subsidiaries are accounted for by applying the acquisition method. Identifiable assets
acquired and liabilities assumed in a business combination are measured initially at their fair values at
the acquisition date. Acquisition-related costs are recognised as expenses in the periods in which the
costs are incurred and the services are received.
In business combinations achieved in stages, previously held equity interests in the acquiree are re-
measured to fair value at the acquisition date and any corresponding gain or loss is recognised in
profit or loss.
The Group elects for each individual business combination, whether non-controlling interest in the
acquiree (if any) is recognised on the acquisition date at fair value, or at the non-controlling interests
proportionate share of the acquiree net identifiable assets.
Any excess of the sum of the fair value of the consideration transferred in the business combination, the
amount of non-controlling interest in the acquiree (if any), and the fair value of the Groups previously
held equity interest in the acquiree (if any), over the net fair value of the acquirees identifiable assets
and liabilities is recorded as goodwill in the statement of financial position. In instances where the
latter amount exceeds the former, the excess is recognised as a gain on bargain purchase in profit
or loss on the acquisition date.
2.6 Subsidiaries
A subsidiary is an entity over which the Group has the power to govern the financial and operating
policies so as to obtain benefits from its activities.
In the Companys separate financial statements, investments in subsidiaries are accounted for at
cost less impairment losses.
30 June 2013
54
2.7 Jointly controlled assets
A joint venture is a contractual arrangement whereby two or more parties undertake an economic
activity that is subject to joint control. Joint control is the contractually agreed sharing of control such
that significant strategic operating and financial decisions require the consent of parties sharing the
control. The Group is involved in a jointly controlled asset (JCA).
A JCA is a joint venture in which the venturers have joint control over the assets contributed to or
acquired for the purposes of the joint venture. JCA does not involve the establishment of a corporation,
partnership or other entity. This includes situations where the participants derive benefit from the
joint activity through share of the results of the operations. The Groups proportionate interests in
the assets, liabilities, revenues, expenses and cash flows of JCA are incorporated into the Groups
financial statements under the appropriate headings.
2.8 Transactions with non-controlling interest
Non-controlling interest represents the equity in subsidiaries not attributable, directly or indirectly, to
owners of the Company, and is presented separately in the consolidated statement of comprehensive
income and within equity in the consolidated statement of financial position, separately from equity
attributable to owners of the Company.
Changes in the Company owners ownership interest in a subsidiary that do not result in a loss of
control are accounted for as equity transactions. In such circumstances, the carrying amounts of the
controlling and non-controlling interests are adjusted to reflect the changes in their relative interests in
the subsidiary. Any difference between the amount by which the non-controlling interest is adjusted
and the fair value of the consideration paid or received is recognised directly in equity and attributed
to owners of the parent.
2.9 Property, plant and equipment
All items of property, plant and equipment are initially recorded at cost. The cost of an item of
property, plant and equipment is recognised as an asset if, and only if, it is probable that future
economic benefits associated with the item will flow to the Group and to the Company and the cost
of the item can be measured reliably.
Subsequent to recognition, property, plant and equipment except for freehold land are measured at
cost less accumulated depreciation and accumulated impairment losses. When significant parts of
property, plant and equipment are required to be replaced in intervals, the Group and the Company
recognise such parts as individual assets with specific useful lives and depreciation, respectively.
Likewise, when a major inspection is performed, its cost is recognised in the carrying amount of the
plant and equipment as a replacement if the recognition criteria are satisfied.
The Groups freehold land and certain buildings have not been revalued since previous revaluations.
The directors have not adopted a policy of regular revaluations of such assets. As permitted under
the transitional provisions of International Accounting Standards No. 16 (Revised): Property, Plant and
Equipment, these assets are stated at their previous revaluations less accumulated depreciation.
Upon the disposal or retirement of any asset, any revaluation reserve relating to the particular asset is
transferred directly to retained earnings.
Other assets consists of office equipment, furniture, fixtures, fittings, motor vehicles, computer
equipments, renovation and road reserve.
30 June 2013
55
2.9 Property, plant and equipment (contd)
Freehold land has unlimited useful life and therefore is not depreciated. The lease periods for long
term leasehold land range from 50 - 99 years. Leasehold land is amortised on a straight line basis over
the periods of the respective leases.
Depreciation of other items is provided for on a straight line basis to write off the cost of each asset to
its residual value over the estimated useful life, at the following annual rates:
Buildings 5% - 20%
Plant, machinery and equipment 6.67% - 33%
Other assets 5% - 20%
Building under construction are not depreciated as these assets are not yet available for use.
The residual values, useful life and depreciation method are reviewed at each financial year-end,
and adjusted prospectively, if appropriate.
An item of property, plant and equipment is derecognised upon the disposal or when no future
economic benefits are expected from its use or disposal. Any gain or loss on derecognition of the
asset is included in the profit or loss in the year the asset is derecognised.
2.10 Biological assets
(i) Recognition and measurement
New planting which include land clearing, planting, field upkeep and maintenance of oil palm
plantings to maturity are capitalised as biological assets. Oil palm plantings are considered
matured 48 months after the date of planting. Expenditures incurred after maturity of crops
are charged to profit or loss. Estate overhead expenditure (including the borrowing costs) is
apportioned to profit or loss and biological assets on the basis of the proportion of mature and
immature areas. Net income from scout harvesting prior to maturity is offset against biological
assets.
The Group revalues its biological assets every five years and at shorter intervals whenever the
fair value of the revalued assets is expected to differ materially from their carrying value.
Surplus arising from revaluation are dealt with in the revaluation reserve account. Any deficit
arising is offset against the revaluation reserve to the extent of a previous increase for the same
biological assets. In all other cases, a decrease in carrying amounts is charged to profit or loss.
(ii) Amortisation
No amortisation is considered necessary for biological assets as the estate is maintained
through replanting programmes. The replanting expenditure is written off to profit or loss during
the year when it is incurred.
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2.11 Land held for property development and property development costs
(i) Land held for property development
Land held for property development consists of land where no development activities have
been carried out or where development activities are not expected to be completed within
the normal operating cycle. Such land is classified within non-current assets and is stated at
cost less any accumulated impairment losses.
Land held for property development is reclassified as property development costs at the point
when development activities have commenced and where it can be demonstrated that the
development activities can be completed within the normal operating cycle.
(ii) Property development costs
Property development costs comprise all costs that are directly attributable to development
activities or that can be allocated on a reasonable basis to such activities.
When the financial outcome of development activities can be reliably estimated, property
development revenue and expenses are recognised in profit or loss by using the stage of
completion method. The stage of completion is determined by the proportion that property
development costs incurred for work performed to date bear to the estimated total property
development costs.
Where the financial outcome of a development activity cannot be reliably estimated, property
development revenue is recognised only to the extent of property development costs incurred
that is probable will be recoverable, and property development costs on properties sold are
recognised as an expense in the period in which they are incurred.
Any expected loss on a development project, including costs to be incurred over the defects
liability period, is recognised as an expense immediately.
Property development costs not recognised as an expense are recognised as an assets, which
is measured at the lower of cost and net realisable value.
The excess of revenue recognised in profit or loss over billings to purchasers is classified as
accrued billings within trade receivables and the excess of billings to purchasers over revenue
recognised in profit or loss is classified as progress billings within trade payables.
2.12 Impairment of non-financial assets
The Group assesses at each reporting date whether there is an indication that an asset may be
impaired. If any such indication exists, or when an annual impairment assessment for an asset is
required, the Group makes an estimate of the assets recoverable amount.
An assets recoverable amount is the higher of its fair value less costs to sell and its value in use. For
the purpose of assessing impairment, assets are grouped at the lowest levels for which there are
separately identifiable cash flows (cash-generating units (CGU)).
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2.12 Impairment of non-financial assets (contd)
In assessing value in use, the estimated future cash flows expected to be generated by the asset
are discounted to their present value using a pre-tax discount rate that reflects current market
assessments of the time value of money and the risks specific to the asset. Where the carrying amount
of an asset exceeds its recoverable amount, the asset is written down to its recoverable amount.
Impairment losses recognised in respect of a CGU or groups of CGUs are allocated first to reduce the
carrying amount of any goodwill allocated to those units or groups of units and then, to reduce the
carrying amount of the other assets in the unit or groups of units on a pro-rata basis.
Impairment losses are recognised in profit or loss except for assets that are previously revalued
where the revaluation was taken to other comprehensive income. In this case the impairment is also
recognised in other comprehensive income up to the amount of any previous revaluation.
An assessment is made at each reporting date as to whether there is any indication that previously
recognised impairment losses may no longer exist or may have decreased. A previously recognised
impairment loss is reversed only if there has been a change in the estimates used to determine the
assets recoverable amount since the last impairment loss was recognised. If that is the case, the
carrying amount of the asset is increased to its recoverable amount. That increase cannot exceed
the carrying amount that would have been determined, net of depreciation, had no impairment loss
been recognised previously. Such reversal is recognised in profit or loss unless the asset is measured at
revalued amount, in which case the reversal is treated as a revaluation increase. Impairment loss on
goodwill is not reversed in a subsequent period.
2.13 Inventories
Inventories represent completed houses and consumables, which are stated at the lower of cost and
net realisable value.
Cost of completed houses is determined on specific identification basis and includes costs of land,
construction and appropriate proportions of common cost. Cost of consumables is determined on
weighted average basis.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated
costs of completion and the estimated costs necessary to make the sale.
2.14 Leases
(i) As lessee
Finance lease, which transfer to the Group substantially all the risks and rewards incidental to
ownership of the leased item, are capitalised at the inception of the lease at the fair value
of the leased asset or, if lower, at the present value of the minimum lease payments. Any
initial direct costs are also added to the amount capitalised. Lease payments are apportioned
between the finance charges and reduction of the lease liability so as to achieve a constant
rate of interest on the remaining balance of the liability. Finance charges are charged to
profit or loss. Contingent rents, if any, are charged as expenses in the periods in which they are
incurred.
Lease assets are depreciated over the estimated useful life of the asset. However, if there is no
reasonable certainty that the Group will obtain ownership by the end of the lease term, the
asset is depreciated over the shorter of the estimated useful life and the lease term.
Operating lease payments are recognised as an expense in profit or loss on a straight line basis
over the lease term. The aggregate benefit of incentives provided by the lessor is recognised
as a reduction of rental expense over the lease term on a straight line basis.
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2.14 Leases (contd)
(ii) As lessor
Leases where the Group retains substantially all the risks and rewards of ownership of the asset
are classified as operating leases. Initial direct costs incurred in negotiating an operating lease
are added to the carrying amount of the leased asset and recognised over the lease term on
the same bases as rental income.
2.15 Borrowing costs
Borrowing costs are capitalised as part of the cost of a qualifying asset if they are directly attributable
to the acquisition, construction or production of that asset. Capitalisation of borrowing costs
commences when the activities to prepare the asset for its intended use or sale are in progress and
the expenditures and borrowing costs are incurred. Borrowing costs are capitalised until the assets
are substantially completed for their intended use or sale.
All other borrowing costs are recognised in profit or loss in the period in which they are incurred.
Borrowing costs consist of interest and other costs that the Group and the Company incurred in
connection with the borrowing of funds.
2.16 Financial assets
Financial assets are recognised in the statements of financial position when, and only when, the
Group and the Company become a party to the contractual provisions of the financial instrument
and the category include loans and receivables.
When financial assets are recognised initially, they are measured at fair value, plus, in the case of
financial assets not at fair value through profit or loss, directly attributable transaction costs.
The Group and the Company determine the classification of their financial assets at initial recognition.
Loans and receivables
Financial assets with fixed or determinable payments that are not quoted in an active market are
classified as loans and receivables.
Subsequent to initial recognition, loans and receivables are measured at amortised cost using the
effective interest method. Gains and losses are recognised in profit or loss when the loans and
receivables are derecognised or impaired, and through the amortisation process.
Loans and receivables are classified as current assets, except for those having maturity dates later
than 12 months after the reporting date which are classified as non-current.
A financial asset is derecognised when the contractual right to receive cash flows from the asset has
expired. On derecognition of a financial asset in its entirety, the difference between the carrying
amount and the sum of the consideration received and any cumulative gain or loss that had been
recognised in other comprehensive income is recognised in profit or loss.
Regular way purchases or sales are purchases or sales of financial assets that require delivery of assets
within the period generally established by regulation or convention in the marketplace concerned.
All regular way purchases or sales of financial assets are recognised or derecognised on the trade
date i.e., the date that the Group and the Company commit to purchase or sell the asset.
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2.17 Impairment of financial assets
The Group and the Company assess at each reporting date whether there is any objective evidence
that a financial asset is impaired.
Trade and other receivables, and other financial assets carried at amortised cost
To determine whether there is objective evidence that an impairment loss on financial assets has
been incurred, the Group and the Company consider factors such as the probability of insolvency
or significant financial difficulties of the debtor and default or significant delay in payments. For
certain categories of financial assets, such as trade receivables, assets that are assessed not to be
impaired individually are subsequently assessed for impairment on a collective basis based on similar
risk characteristics. Objective evidence of impairment for a portfolio of receivables could include
the Groups and the Companys past experience of collecting payments, an increase in the number
of delayed payments in the portfolio past the average credit period and observable changes in
national or local economic conditions that correlate with default on receivables.
If any such evidence exists, the amount of impairment loss is measured as the difference between the
assets carrying amount and the estimated recoverable amount. The impairment loss is recognised
in profit or loss.
The carrying amount of the financial asset is reduced by the impairment loss directly for all financial
assets with the exception of trade receivables, where the carrying amount is reduced though the use
of an allowance account. When a trade receivable becomes uncollectible, it is written off against
the allowance account.
If in a subsequent period, the amount of the impairment loss decreases and the decrease can
be related objectively to an event occurring after the impairment was recognised, the previously
recognised impairment loss is reversed to the extent that the carrying amount of the asset does not
exceed its amortised cost at the reversal date. The amount of reversal is recognised in profit or loss.
2.18 Cash and cash equivalents
For the purposes of the statements of cash flows, cash and cash equivalents include cash on hand
and at bank.
2.19 Financial liabilities
Financial liabilities are classified according to the substance of the contractual arrangements entered
into and the definitions of a financial liability.
Financial liabilities, within the scope of FRS 139, are recognised in the statements of financial position
when, and only when, the Group and the Company become a party to the contractual provisions
of the financial instrument. Financial liabilities of the Group and the Company are classified as other
financial liabilities.
Other financial liabilities
The Groups and the Companys other financial liabilities include trade payables, other payables
and loans and borrowings.
Trade and other payables are recognised initially at fair value plus directly attributable transaction
costs and subsequently measured at amortised cost using the effective interest method.
Loans and borrowings are recognised initially at fair value, net of transaction costs incurred, and
subsequently measured at amortised cost using the effective interest method. Borrowings are
classified as current liabilities unless the Group has an unconditional right to defer settlement of the
liability for at least 12 months after the reporting date.
For other financial liabilities, gains and losses are recognised in profit or loss when the liabilities are
derecognised, and through the amortisation process.
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2.19 Financial liabilities (contd)
A financial liability is derecognised when the obligation under the liability is extinguished. When an
existing financial liability is replaced by another from the same lender on substantially different terms,
or the terms of an existing liability are substantially modified, such an exchange or modification is
treated as a derecognition of the original liability and the recognition of a new liability, and the
difference in the respective carrying amounts is recognised in profit or loss.
2.20 Irredeemable Convertible Unsecured Loan Stocks (ICULS), Irredeemable Convertible Bonds
(ICB) and Irredeemable Exchangeable Bonds (IEB)
The ICULS, ICB and IEB are regarded as compound instruments, consisting of a liability component and
an equity component. At the date of issue, the fair value of the liability component is estimated using
the prevailing market interest rate for a similar instrument. The difference between the proceeds of
issue of the ICULS, ICB and IEB and the fair value assigned to the liability component, representing the
conversion option is included in equity. The liability component is subsequently stated at amortised
cost using the effective interest rate method until extinguished on conversion or cancellation, whilst
the value of the equity component is not adjusted in subsequent periods. Attributable transaction
costs are apportioned and deducted directly from the liability and equity component based on their
carrying amounts at the date of issue.
Under the effective interest rate method, the interest expense on the liability component is calculated
by applying the prevailing market interest rate for a similar non-convertible instrument at the date of
issue. The difference between this amount and the interest paid is added to the carrying amount of
the ICULS, ICB and IEB.
2.21 Redeemable Unsecured Loan Stocks (RULS) and Restructured Term Loan (RTL)
The RULS and RTL are recorded at the amount of proceeds deemed received, net of transaction
costs.
The RULS and RTL are classified as financial liabilities in the statements of financial position and the
interest expense are recognised as finance costs in the profit or loss in the period using the effective
interest rate method until extinguished on redemption or repayment.
Under the effective interest rate method, the interest expense on the carrying amount is calculated by
applying the prevailing market interest rate for a similar instrument at the date of issue. The difference
between this amount and the interest paid is added to the carrying amount of the RULS and RTL.
2.22 Share capital and share issuance expenses
An equity instrument is any contract that evidences a residual interest in the assets of the Group and
the Company after deducting all of its liabilities. Ordinary shares are equity instruments.
Ordinary shares are recorded at the proceeds received, net of directly attributable incremental
transaction costs. Ordinary shares are classified as equity. Dividends on ordinary shares are recognised
in equity in the period in which they are declared.
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2.23 Contingencies
A contingent liability or asset is a possible obligation or asset that arises from past events and whose
existence will be confirmed only by the occurrence or non-occurrence of uncertain future event(s)
not wholly within the control of the Group.
Contingent liabilities or assets are not recognised in the statements of financial position of the Group.
2.24 Affiliates
The Group treats the subsidiaries of its investment in a former associate as affiliates. The former
associate refers to Olympia Industries Berhad (OIB), a corporation in which certain directors of the
Company are also directors of OIB and have interest in.
2.25 Segment reporting
For management purposes, the Group is organised into operating segments based on their products
and services which are independently managed by the respective segment managers responsible
for the performance of the respective segments under their charge. The segment managers report
directly to the management of the Company who regularly review the segment results in order to
allocate resources to the segments and to assess the segment performance. Additional disclosures
on each of these segments are shown in Note 39, including the factors used to identify the reportable
segments and the measurement basis of segment information.
2.26 Non-current assets held for sale
Non-current assets are classified as held for sale if their carrying amount will be recovered principally
through a sale transaction rather than through continuing use. This condition is regarded as met only
when the sale is highly probable and the asset is available for immediate sale in its present condition
subject only to terms that are usual and customary.
Immediately before classification as held for sale, the measurement of the non-current assets is
brought up-to-date in accordance with applicable FRSs. Then, on initial classification as held for
sale, non-current assets (other than investment properties, deferred tax assets, employee benefits
assets, financial assets and inventories) are measured in accordance with FRS 5 that is at the lower
of carrying amount and fair value less costs to sell. Any differences are included in the profit or loss.
2.27 Income taxes
(i) Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from
or paid to the taxation authorities. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the reporting date.
Current taxes are recognised in profit or loss except to the extent that the tax relates to items
recognised outside profit or loss, either in other comprehensive income or directly in equity.
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2.27 Income taxes (contd)
(ii) Deferred tax
Deferred tax is provided using the liability method on temporary differences at the reporting
date between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purposes.
Deferred tax liabilities are recognised for all temporary differences, except:
- where the deferred tax liability arises from the initial recognition of goodwill or of an
asset or liability in a transaction that is not a business combination and, at the time of
the transaction, affects neither the accounting profit or loss nor taxable profit or loss;
and
- in respect of taxable temporary differences associated with investments in subsidiaries,
associates and interests in joint ventures, where the timing of the reversal of the temporary
differences can be controlled and it is probable that the temporary differences will not
reverse in the foreseeable future.
Deferred tax assets are recognised for all deductible temporary differences, carry forward of
unused tax credits and unused tax losses, to the extent that it is probable that taxable profit
will be available against which the deductible temporary differences, and the carry forward
of unused tax credits and unused tax losses can be utilised except:
- where the deferred tax asset relating to the deductible temporary difference arises
from the initial recognition of an asset or liability in a transaction that is not a business
combination and, at the time of the transaction, affects neither the accounting profit
or loss nor taxable profit or loss; and
- in respect of deductible temporary differences associated with investments in
subsidiaries and interests in joint ventures, deferred tax assets are recognised only to the
extent that it is probable that the temporary differences will reverse in the foreseeable
future and taxable profit will be available against which the temporary differences can
be utilised.
The carrying amount of deferred tax assets is reviewed at each reporting date and reduced
to the extent that it is no longer probable that sufficient taxable profit will be available to
allow all or part of the deferred tax assets to be utilised. Unrecognised deferred tax assets
are reassessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profit will allow the deferred tax assets to be utilised.
Deferred tax assets and liabilities are measured at the tax rates that are expected to apply to
the year when the asset is realised or the liability is settled, based on tax rates and tax laws that
have been enacted or substantively enacted at the reporting date.
Deferred tax relating to items recognised outside profit or loss is recognised outside profit or
loss. Deferred tax items are recognised in correlation to the underlying transaction either in
other comprehensive income or directly in equity and deferred tax arising from a business
combination is adjusted against goodwill on acquisition.
Deferred tax assets and deferred tax liabilities are offset, if a legally enforceable right exists to
set off current tax assets against current tax liabilities and the deferred taxes relate to the same
taxable entity and the same taxation authority.
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2.28 Provisions
Provisions are recognised when the Group has a present obligation (legal or constructive) as a result
of a past event, it is probable that an outflow of economic resources will be required to settle the
obligation and the amount of the obligation can be estimated reliably.
Provisions are reviewed at each reporting date and adjusted to reflect the current best estimate. If it
is no longer probable that an outflow of economic resources will be required to settle the obligation,
the provision is reversed. If the effect of the time value of money is material, provisions are discounted
using a current pre tax rate that reflects, where appropriate, the risks specific to the liability. When
discounting is used, the increase in the provision due to the passage of time is recognised as a finance
cost.
2.29 Employee benefits
(i) Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the
year in which the associated services are rendered by employees. Short term accumulating
compensated absences such as paid annual leave are recognised when services are
rendered by employees that increase their entitlement to future compensated absences.
Short term non-accumulating compensated absences such as sick leave are recognised
when the absences occur.
(ii) Defined contribution plans
The Group and the Company participate in the national pension schemes as defined by the
laws of the countries in which it has operations. The Malaysian companies in the Group make
contributions to the Employee Provident Fund in Malaysia, a defined contribution pension
scheme. Contributions to defined contribution pension schemes are recognised as an expense
in the period in which the related service is performed.
2.30 Foreign currency
(i) Functional and presentation currency
The individual financial statements of each entity in the Group are measured using the
currency of the primary economies environment in which the entity operates (the functional
currency). The consolidated financial statements are presented in Ringgit Malaysia (RM),
which is also the Groups and Companys functional currency.
(ii) Foreign currency transactions
Transactions in foreign currencies are measured in the respective functional currencies of
the Company and its subsidiaries and are recorded on initial recognition in the functional
currencies at exchange rates approximating those ruling at the transaction dates. Monetary
assets and liabilities denominated in foreign currencies are translated at the rate of exchange
ruling at the reporting date. Non-monetary items denominated in foreign currencies that are
measured at historical cost are translated using the exchange rates as at the dates of the initial
transactions. Non-monetary items denominated in foreign currencies measured at fair value
are translated using the exchange rates at the date when the fair value was determined.
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2.30 Foreign currency (contd)
(ii) Foreign currency transactions (contd)
Exchange differences arising on the settlement of monetary items or on translating monetary
items at the reporting date are recognised in profit or loss except for exchange differences
arising on monetary items that form part of the Groups net investment in foreign operations,
which are recognised initially in other comprehensive income and accumulated under foreign
currency translation reserve in equity. The foreign currency translation reserve is reclassified
from equity to consolidated statement of comprehensive income on disposal of the foreign
operation.
Exchange differences arising on the translation of non-monetary items carried at fair value are
included in profit or loss for the period except for the differences arising on the translation of non-
monetary items in respect of which gains and losses are recognised in other comprehensive
income. Exchange differences arising from such non-monetary items are also recognised in
other comprehensive income.
2.31 Financial guarantee contracts
A financial guarantee contract is a contract that requires the issuer to make specified payments to
reimburse the holder for a loss it incurs because a specified debtor fails to make payment when due.
Financial guarantee contracts are recognised initially as a liability at fair value, net of transaction
costs. Subsequent to initial recognition, financial guarantee contracts are recognised as income in
profit or loss over the period of the guarantee. If the debtor fails to make payment relating to financial
guarantee contract when it is due and the Group, as the issuer, is required to reimburse the holder
for the associated loss, the liability is measured at the higher of the best estimate of the expenditure
required to settle the present obligation at the reporting date and the amount initially recognised less
cumulative amortisation.
As at reporting date, no values are placed on corporate guarantees provided by the Company
to secure bank loans and other banking facilities granted to its subsidiaries where such loans and
banking facilities are fully collateralised by fixed and floating charges over the property, plant and
equipment and other assets of the subsidiaries and where the directors regard the value of the credit
enhancement provided by the corporate guarantees as minimal.
2.32 Revenue recognition
Revenue is recognised to the extent that it is probable that the economic benefits will flow to the
Group and the revenue can be reliably measured. The following specific recognition criteria must
also be met before revenue is recognised:
(i) Development properties
Revenue from sale of properties is accounted for by the stage of completion method as
described in Note 2.11.
(ii) Completed properties/land held for property development
Revenue from sale of completed properties/land held for property development is recognised
in profit or loss when the significant risks and rewards of ownership have been transferred to
the buyer.
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2.32 Revenue recognition (contd)
(iii) Sale of goods
Revenue is recognised net of sales taxes and upon transfer of significant risks and rewards of
ownership to the buyer. Revenue is not recognised to the extent where there are significant
uncertainties regarding recovery of the consideration due, associated costs or the possible
return of goods.
(iv) Rental and interest income
Rental and interest income are recognised on accrual basis.
(v) Dividend income
Dividend income is recognised when the Groups right to receive payment is established.
(vi) Management fees
Management fees are recognised when services are rendered.
2.33 Significant accounting estimates and judgments
(a) Critical judgments made in applying accounting policies
The following are the judgments made by management in the process of applying the Groups
accounting policies that have significant effect on the amounts recognised in the financial
statements.
(i) Impairment of building under construction
As disclosed in Note 14, the development of the building under construction had been
suspended since the previous financial years. The directors of the Group and of the
Company are of the view that there is no impairment on its current carrying amount as
the directors estimated market value of the building under construction exceed the
total carrying amount of the building.
(ii) Claim against Sabah Forest Industries Sdn. Bhd.
On 11 September 2009, the Federal Court of Malaysia ruled in favour of UNP Plywood
Sdn. Bhd. (UNP), a subsidiary of the Company in relation to the writ of summons filed
by UNP against Sabah Forest Industries Sdn. Bhd. On 30 June 2010, UNP has submitted
its claim to the court to be assessed. The trial for the Assessment of Damages has been
carried out on several dates since 10 September 2012. The next trial dates is now fixed
from 23 to 27 September 2013. The directors are of the view that the final claim amount
will only be recognised as income in the financial period when the quantum of claim
has been decided by the court and where there are no uncertainties regarding the
recovery of the amount due.
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2.33 Significant accounting estimates and judgments (contd)
(b) Key sources of estimation uncertainty
The key assumptions concerning the future and other key sources of estimation uncertainty at
the reporting date, that have a significant risk of causing a material adjustment to the carrying
amounts of assets and liabilities within the next financial year are discussed below:
(i) Depreciation of property, plant and equipment
The cost of property, plant and equipment, is depreciated on a straight-line basis over
the assets useful lives. Management estimates the useful lives of these plant, machinery
and equipment to be within 3 to 15 years. These are common life expectancies applied
in the industry.
Changes in the expected level of usage and technological development could
impact the economic useful lives and the residual values of these assets, therefore
future depreciation charges could be revised.
(ii) Property development
The Group recognises property development revenue and expenses in the profit or
loss by using the stage of completion method. The stage of completion is determined
by the proportion that the property development costs incurred for work performed to
date to the estimated total property development costs.
Significant judgment is required in determining the stage of completion, the extent of
the property development costs incurred, the estimated total property development
revenue and costs, as well as the recoverability of the development projects. In making
the judgment, the Group evaluates based on past experience and by relying on the
work of specialists.
Any difference in the estimated total property development revenue and costs would
result to a change in the recognition of Groups revenue and costs of sales.
(iii) Deferred tax assets
Deferred tax assets are recognised for all unused tax losses and unabsorbed capital
allowances to the extent that it is probable that taxable profit will be available against
which the losses and capital allowances can be utilised. Significant management
judgment is required to determine the amount of deferred tax assets that can be
recognised, based upon the likely timing and level of future taxable profits together
with future tax planning strategies. The total carrying value of unrecognised tax losses
and capital allowances of the Group and of the Company is disclosed in Note 36.
(iv) Income taxes
Judgment is involved in determining the provision for income taxes. There are certain
transactions and computations for which the ultimate tax determination is uncertain
during the ordinary course of business.
The Group recognises liabilities for expected tax based on estimates of whether
additional taxes will be due. Where the final tax outcome of these matters is different
from the amounts that were initially recognised, such differences will impact the income
tax and deferred tax provisions in the period in which such determination is made.
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2.33 Significant accounting estimates and judgments (contd)
(b) Key sources of estimation uncertainty (contd)
(v) Impairment of loans and receivables
The Group assesses at each reporting date whether there is any objective evidence
that a financial asset is impaired. To determine whether there is objective evidence
of impairment, the Group considers factors such as the probability of insolvency or
significant financial difficulties of the debtor and default or significant delay in payments.
Where there is objective evidence of impairment, the amount and timing of future
cash flows are estimated based on historical loss experience for assets with similar credit
risk characteristics. The carrying amount of the Groups loans and receivables at the
reporting date is disclosed in Note 22.
(vi) Impairment of investment in subsidiaries and recoverability of amount owing by
subsidiaries
Impairment review has been carried out on investment in subsidiaries by the Company
during the year. During the financial year, no impairment of investment in subsidiaries
has been charged to profit or loss of the Company (2012: RM15,021,000).
During the financial year, the allowances made on amounts owing by subsidiaries
charged to profit or loss were RM3,899,000 (2012: RM344,000).
(vii) Impairment of land held for development
The Group determines whether land held for development is impaired whenever there
is indication for impairment. The best evidence is by reference to market evidence
of transaction prices for similar land in the location and category of the land being
valued.
In previous year, the impairment loss recognised in profit or loss for land held for
development was amounted to RM1,012,000.
3. Revenue
Revenue of the Group and of the Company consists of the following:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Sale of oil palm fruits 38,427 51,124 - -
Sale of development properties 19,824 43,944 - -
Rental income - 140 - -
Dividend income from subsidiaries - - 13,333 10,667
Property management fees 17 33 - -
58,268 95,241 13,333 10,667
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4. Other income
Other income comprises the following:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Unrealised foreign exchange gain 104 80 - -
Realised foreign exchange gain 21 - - -
Gain on disposal of property, plant and equipment,
net 2,873 1,790 - -
Rental income from premises 851 197 - -
Write back of provision for liabilities - 97 - -
Write back of provision for development costs - 1,783 - -
Write back of impairment loss on land held for
property development 1,825 - - -
Write back of allowance for impairment:
- Amount due from subsidiaries - - - 999
- Receivables - 330 - -
Sundry income 693 726 - 36
6,367 5,003 - 1,035
5. Depreciation
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Depreciation on property, plant and equipment 4,670 5,724 210 217
6. Staff costs
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Wages and salaries 23,400 21,472 2,991 2,878
Pension costs - defined contribution plans 1,422 1,349 336 348
Social security costs 70 67 19 19
Short term accumulating compensated absences,
net 9 (49) - (8)
Other staff related expenses 374 391 191 203
25,275 23,230 3,537 3,440
Included in the staff costs of the Group and of the Company are remuneration paid to executive directors of
the Company amounting to RM2,307,000 (2012: RM2,404,000) and RM450,000 (2012: RM450,000) respectively
as further disclosed in Note 7.
30 June 2013
69
7. Directors remuneration
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Directors of the Company
Executive:
Salaries and other emoluments 2,307 2,404 450 450
Benefits-in-kind 458 458 422 422
2,765 2,862 872 872
Non-executive:
Fees (Note 10) 144 144 144 144
Other emoluments 12 16 12 16
156 160 156 160
Other directors of subsidiaries
Executive:
Salaries and other emoluments 280 279 - -
Benefits-in-kind 7 7 - -
287 286 - -
Total 3,208 3,308 1,028 1,032
Analysis of total directors remuneration excluding
benefits-in-kind:
- Executive 2,587 2,683 450 450
- Non-executive 156 160 156 160
Total directors remuneration excluding
benefits-in-kind 2,743 2,843 606 610
The number of directors of the Company whose total remuneration during the financial year fell within the
following bands is analysed below:
Number of directors
2013 2012
Executive directors:
RM1,150,001 - RM1,200,000 1 -
RM1,250,001 - RM1,300,000 - 1
RM1,600,001 - RM1,650,000 1 1
Non-executive directors:
RM50,000 and below 5 5
30 June 2013
70
8. Allowance for impairment on receivables
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Allowance for impairment:
- Amounts due from subsidiaries - - 3,899 344
- Other receivables (Note 22(b)) 2,598 - - -
2,598 - 3,899 344
9. Impairment losses
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Impairment losses on:
- Investment in subsidiaries - - - 15,021
- Land held for property development - 1,012 - -
- Property, plant and equipment 531 - - -
531 1,012 - 15,021
10. Other expenses
Included in other expenses are:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Auditors remuneration:
- statutory audit
- current year 184 184 78 78
- under/(over)provision in prior year 2 20 (1) 13
- other services 6 6 6 6
Other auditors remuneration:
- statutory audit 36 45 - -
Directors fees:
- non-executive directors of the Company (Note 7) 144 144 144 144
Realised foreign exchange loss - 3 - -
Unrealised foreign exchange loss - 122 - -
Property, plant and equipment written off 323 97 1 -
Rental expense:
- Land - 10 - -
- Premises 894 751 452 503
30 June 2013
71
11. Finance costs, net
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Interest expense on:
- ICULS 378 974 378 974
- ICB 33 104 33 104
- IEB 17 37 - -
- RULS 690 1,330 690 1,330
- RTL 1,546 2,630 1,546 2,630
- Term loans 8,029 4,003 685 22
- Hire purchase and finance lease liabilities 137 122 - -
- Other borrowings 1,124 - 381 -
- Due to subsidiaries - - 7,908 4,018
- Accretion of notional interest on retention sums - 126 - -
- Others 352 109 - -
Total interest expense 12,306 9,435 11,621 9,078
Interest income from:
- Due from subsidiaries - - (5,129) (4,973)
- Accretion of notional interest on:
- Long term receivables (676) (1,000) (582) (854)
- Amount due from subsidiaries - - (1,481) (717)
- Others (103) (99) (6) (13)
Total interest income (779) (1,099) (7,198) (6,557)
11,527 8,336 4,423 2,521
30 June 2013
72
12. Income tax expense
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Statement of comprehensive income
Income tax:
Malaysian income tax (235) 2,025 1,360 1,076
Under/(over)provision in prior years 1,154 (159) 1,294 -
919 1,866 2,654 1,076
Deferred tax (Note 36):
Relating to origination and reversal of temporary
differences 459 21 547 465
Overprovision in prior years (85) - - -
374 21 547 465
Total income tax expense recognised in profit or loss 1,293 1,887 3,201 1,541
Deferred income tax charged directly to equity:
- ICULS - equity component 1,396 1,783 1,396 1,783
- ICB - equity component 140 186 140 186
1,536 1,969 1,536 1,969
Domestic income tax is calculated at the Malaysian statutory tax rate of 25% (2012: 25%) of the estimated
assessable profit for the year.
The reconciliation between tax expense and the product of accounting profit multiplied by the applicable
corporate tax rate for the years ended 30 June 2013 and 2012 are as follows:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Loss before tax (19,246) (4,053) (875) (14,780)
Taxation at Malaysian statutory tax rate of 25%
(2012: 25%) (4,812) (1,013) (219) (3,695)
Income not subject to tax (337) (3,379) - -
Expenses not deductible for tax purposes 5,006 4,574 2,126 5,236
Utilisation of previously unrecognised tax losses and
unabsorbed capital allowances (52) - - -
Deferred tax assets not recognised during the year 419 1,864 - -
Under/(over)provision in prior years:
- Malaysian income tax 1,154 (159) 1,294 -
- Deferred tax (85) - - -
Income tax expense for the year 1,293 1,887 3,201 1,541
30 June 2013
73
13. Loss per share
(a) Basic
Basic loss per share amounts are calculated by dividing profit or loss for the year, net of tax, attributable
to owners of the parent by the weighted average number of ordinary shares in issue during the
financial year.
2013 2012
RM000 RM000
Loss net of tax attributable to owners of the parent (18,562) (4,978)
2013 2012
000 000
Weighted average number of ordinary shares in issue 667,953 599,851
2013 2012
Sen Sen
Basic loss per ordinary share (2.8) (0.8)
(b) Diluted
The Group does not have any potential dilutive ordinary shares as at the reporting date.
There have been no other transactions involving ordinary shares as potential dilutive ordinary shares
between the reporting date and the date of completion of these financial statements.
30 June 2013
74
14. Property, plant and equipment
Plant,
Long term machinery Building
Freehold leasehold and under Other
land Buildings land equipment construction assets Total
RM000 RM000 RM000 RM000 RM000 RM000 RM000
Group
As 30 June 2013
Cost
At 1 July 2012 70,000 33,335 124,204 101,457 260,787 28,469 618,252
Additions - 903 - - 26 641 1,570
Disposals - (3,668) - (56,582) - (20) (60,270)
Write-offs - (2,795) - (374) - (1,516) (4,685)
At 30 June 2013 70,000 27,775 124,204 44,501 260,813 27,574 554,867
Accumulated
depreciation and
impairment losses
At 1 July 2012 - 30,183 10,995 100,925 - 23,251 165,354
Charge for the year - 1,480 1,754 - - 1,436 4,670
Impairment loss - - - 531 - - 531
Disposals - (3,341) - (56,582) - (11) (59,934)
Write-offs - (2,479) - (373) - (1,510) (4,362)
At 30 June 2013 - 25,843 12,749 44,501 - 23,166 106,259
Net carrying amount
At 30 June 2013,
at cost 70,000 1,932 111,455 - 260,813 4,408 448,608
As 30 June 2012
Cost
At 1 July 2011 70,000 35,671 124,160 136,127 260,131 28,465 654,554
Additions - 59 44 - 656 1,345 2,104
Disposals - (2,177) - (33,346) - (921) (36,444)
Write-offs - (218) - (1,324) - (420) (1,962)
At 30 June 2012 70,000 33,335 124,204 101,457 260,787 28,469 618,252
Accumulated
depreciation and
impairment losses
At 1 July 2011 - 29,943 9,241 134,988 - 23,069 197,241
Charge for the year - 2,463 1,754 1 - 1,506 5,724
Disposals - (2,015) - (32,810) - (921) (35,746)
Write-offs - (208) - (1,254) - (403) (1,865)
At 30 June 2012 - 30,183 10,995 100,925 - 23,251 165,354
Net carrying amount
At 30 June 2012,
at cost 70,000 3,152 113,209 532 260,787 5,218 452,898
30 June 2013
75
14. Property, plant and equipment (contd)
Long term
leasehold Other
land assets Total
RM000 RM000 RM000
Company
At 30 June 2013
Cost
At 1 July 2012 8,852 3,932 12,784
Additions - 8 8
Write-offs - (1) (1)
At 30 June 2013 8,852 3,939 12,791
Accumulated depreciation
At 1 July 2012 1,035 3,912 4,947
Charge for the year 200 10 210
At 30 June 2013 1,235 3,922 5,157
Net carrying amount
At 30 June 2013 7,617 17 7,634
At 30 June 2012
Cost
At 1 July 2011 8,852 3,924 12,776
Additions - 8 8
At 30 June 2012 8,852 3,932 12,784
Accumulated depreciation
At 1 July 2011 835 3,895 4,730
Charge for the year 200 17 217
At 30 June 2012 1,035 3,912 4,947
Net carrying amount
At 30 June 2012 7,817 20 7,837
30 June 2013
76
14. Property, plant and equipment (contd)
(a) Assets held under finance lease and hire purchase arrangements
During the year, the Group and the Company acquired property, plant and equipment by the
following means:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Hire purchase and lease payables
arrangements 356 636 - -
Cash purchases 1,214 1,468 8 8
1,570 2,104 8 8
Net carrying amounts of property, plant and equipment of the Group held under hire purchase and
finance lease arrangements are as follows:
2013 2012
RM000 RM000
Motor vehicles 1,717 2,037
(b) Assets pledged as security
Certain property, plant and equipment of the Group and of the Company with total net carrying
amounts of RM33,938,000 (2012: RM346,892,000) and RM7,617,000 (2012: RM7,817,000) respectively
have been pledged as securities for borrowings and advances as disclosed in Note 25.
Titles of certain leasehold land of the Group with total net carrying amount of RM6,514,000 (2012:
RM6,654,000) are either in the process of being transferred to the Group or have not been issued yet
as conditions established in the title documents have not been met.
(c) Building under construction
The development of the building under construction had been suspended since the previous financial
years when the disbursement of a financing facility was halted.
(d) Other assets
Other assets of the Group and Company consist of office equipment, furniture, fixtures, fittings, motor
vehicles, computer equipment, renovation and road reserves.
30 June 2013
77
15. Biological assets
Group
2013 2012
RM000 RM000
At valuation
At 1 July 2012/2011 220,858 218,413
Additions 2,344 2,445
At 30 June 223,202 220,858
The biological assets were revalued in September 2010 by a registered valuer based on the present market
value basis at an amount of RM216,800,000. Surplus arising from valuation was credited to revaluation
reserve.
Had the revalued assets been carried under the cost model, the carrying amount would have been
RM100,240,000 (2012: RM97,896,000).
16. Land held for property development
Development Freehold Leasehold
expenditure land land Total
RM000 RM000 RM000 RM000
Group
At 30 June 2013
Cost
At 1 July 2012 2,899 45,026 3,830 51,755
Transfer from property development costs
(Note 18) 27,670 193,837 - 221,507
Transfer to non-current assets classified as
held for sale (Note 24) (2,300) (29,494) (3,279) (35,073)
At 30 June 2013 28,269 209,369 551 238,189
Accumulated impairment losses
At 1 July 2012 - 1,079 1,826 2,905
Reversal of impairment loss - - (1,825) (1,825)
Transfer to non-current assets classified as held
for sale (Note 24) - - (1) (1)
At 30 June 2013 - 1,079 - 1,079
Carrying amount at 30 June 2013 28,269 208,290 551 237,110
30 June 2013
78
16. Land held for property development (contd)
Development Freehold Leasehold
expenditure land land Total
RM000 RM000 RM000 RM000
Group
At 30 June 2012
Cost
At 1 July 2011 2,423 45,026 3,830 51,279
Addition 476 - - 476
At 30 June 2012 2,899 45,026 3,830 51,755
Accumulated impairment losses
At 1 July 2011 - 1,079 814 1,893
Impairment loss recognised in profit or loss - - 1,012 1,012
At 30 June 2012 - 1,079 1,826 2,905
Carrying amount at 30 June 2012 2,899 43,947 2,004 48,850
Land pledged as security
Certain freehold and leasehold land of the Group with carrying amounts of RM21,968,000 (2012: RM33,249,000)
are pledged as securities for borrowings and advances as disclosed in Note 25.
17. Investment in subsidiaries
Company
2013 2012
RM000 RM000
Investments in unquoted shares, at cost 784,256 784,256
Discount on loan to a subsidiary 2,838 2,838
Less: Accumulated impairment losses (366,066) (366,066)
421,028 421,028
30 June 2013
79
17. Investment in subsidiaries (contd)
Details of the subsidiaries are as follows:
Equity interest Paid-up
Country of held by the ordinary share
Name of subsidiaries incorporation company (%) capital Principal activities
2013 2012
Sea Resorts Malaysia 100 100 RM2,400,002 Investment
Development holding
Sdn. Bhd.
Oakland Holdings Malaysia 100 100 RM19,000,000 Property
Sdn. Bhd. development
Mycom (BVI) Ltd. British Virgin 100 100 USD25,000,000 Investment
Islands holding and
trading in
securities
* Duta Plantations Malaysia 100 100 RM1,000,000 Investment
Sdn. Bhd. holding
Mycom British Virgin 100 100 USD12,000 Dormant
Investments Islands
(BVI) Ltd.
Duta Grand Hotels Malaysia 76 76 RM291,629,960 Property
Sdn. Bhd. investment
UNP Plywood Malaysia 92 92 RM115,645,154 Dormant
Sdn. Bhd.
Mycom Capital British Virgin 100 100 USD2 Dormant
(BVI) Ltd. Islands
Pacific Forest Malaysia 75 75 RM49,329,817 Dormant
Industries
Sdn. Bhd.
Olympia Land Malaysia 100 100 RM31,501,400 Property
Berhad investment,
development
and
management
Salhafa Malaysia 100 100 RM8,000,000 Property
Sdn. Berhad development
KH Estates Malaysia 100 100 RM1,000,000 Property
* Rambai Realty Malaysia 100 100 RM50,000 Investment
Sdn. Bhd. holding and
property
development
30 June 2013
80
2013 2012
City Properties Malaysia 100 100 RM2 Property
Development development
Sdn. Bhd. and property
investment
Olympia Plaza Malaysia 100 100 RM2 Property
and property
investment
Mascon Malaysia 100 100 RM3,200,000 Dormant
Construction
Sdn. Bhd.
Subsidiaries of Oakland
Holdings Sdn. Bhd.
Jiwa Realty Malaysia 51 51 RM1,000,000 Property
* Merchant Square Malaysia 100 100 RM2 Property
Sdn. Bhd. management
Subsidiaries of Duta
Plantations Sdn. Bhd.
* Labuk Estate Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
* Labuk Plantation Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
* Labukpalm Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
* Ladang Anak Jati Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
* Majusa Malaysia 100 100 RM3,000 Dormant
Sdn. Bhd.
* Moyog Properties Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
* Pertama Land & Malaysia 100 100 RM10,000,000 Cultivation of
Development oil palm and
Sdn. Bhd. sales of oil
palm fresh
fruit bunches
30 June 2013
81
2013 2012
Subsidiaries of Duta
Plantations Sdn. Bhd.
(contd)
* Tawai Estate Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
* Telupid Plantation Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
* Telupid Estate Malaysia 100 100 RM3 Dormant
Sdn. Bhd.
Subsidiary of Duta
Grand Hotels Sdn. Bhd.
* Tegas Komposit Malaysia 100 100 RM2 Property
Subsidiaries of Olympia
Land Berhad
* Bakti Jati Malaysia 51 51 RM1,000,000 Dormant
Sdn. Bhd.
M B Properties Malaysia 100 100 RM1,500,000 Property
and
development
Olympia Property Malaysia 100 100 RM2 Property
Services management
Sdn. Bhd.
* Olympia Malaysia 100 100 RM2 Dormant
Waterfront
Sdn. Bhd.
* Guya Management Malaysia 100 100 RM2 Dormant
Sdn. Bhd.
Olympia Leasing Malaysia 100 100 RM1,500,000 Dormant
Sdn. Bhd.
30 June 2013
82
2013 2012
Subsidiaries of KH
Estates Sdn. Bhd.
KH Land Malaysia 100 100 RM1,000,000 Property
Kenny Heights Malaysia 58 58 RM100 Investment
Central holding
Sdn. Bhd.
Subsidiary of KH Land
Sdn. Bhd.
Herald Privilege Malaysia 100 100 RM2 Dormant
Sdn. Bhd.
Subsidiary of Kenny
Heights Central Sdn.
Bhd.
Kenny Heights Malaysia 100 100 RM2 Dormant
Westcity
Sdn. Bhd.
* Audited by firms of auditors other than Ernst & Young.
30 June 2013
83
18. Property development costs
Group
2013 2012
RM000 RM000
At 1 July 2012/2011:
Freehold land 233,422 233,422
Leasehold land 5,614 5,614
Development costs 64,503 52,809
303,539 291,845
Cost incurred during the year:
Development costs 13,901 11,694
Projects completed during the year:
Freehold land (663) -
Leasehold land (5,591) -
Development costs (15,897) -
(22,151) -
Cost recognised in profit or loss:
At 1 July 2012/2011 (19,951) (1,017)
Recognised during the year (11,148) (18,934)
Reversal of projects completed during the year 22,151 -
At 30 June (8,948) (19,951)
Transfer to land held for property development (Note 16):
Freehold land (193,837) -
Development costs (27,670) -
(221,507) -
At 30 June 64,834 283,588
Cost of development properties of the Group recognised as an expense during the financial year amounted
to RM11,148,000 (2012: RM18,934,000).
During the financial year, the Group has transferred property development costs with carrying amount of
RM221,507,000 (2012: Nil) to land held for property development as the development activities are not
expected to be completed within the Groups normal operating cycle. The amount transferred included
certain freehold land (including development expenditure) amounted to RM6,916,000 (2012: RM6,912,000)
which has been pledged as securities for borrowings granted to the Group as disclosed in Note 25.
30 June 2013
84
19. Inventories
Group
2013 2012
RM000 RM000
At cost:
Completed houses 11,495 13,553
Consumables 1,197 2,227
12,692 15,780
The costs of inventories recognised in profit or loss amounted to RM2,057,000 (2012: RM4,579,000).
20. Due from/(to) subsidiaries
Company
2013 2012
RM000 RM000
Due from subsidiaries 406,540 402,674
Less: Allowance for impairment (77,271) (73,372)
329,269 329,302
Due to subsidiaries (264,807) (255,915)
The above balances are non-trade advances given to/(received from) subsidiaries which are unsecured,
interest-free and repayable on demand except for the following:
(a) An amount due to a subsidiary of RM276,000 which bore interest of 8% per annum, unsecured and
repayable on demand in the prior year.
(b) Amounts due from subsidiaries of RM51,622,000 (2012: RM50,834,000) which bear interest of 10% (2012:
10%) per annum, unsecured and repayable on demand.
21. Due from/(to) affiliates
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Due from affiliates 455 - - -
Due to affiliates (595) - (449) -
Due to affiliates, net (140) - (449) -
The amounts due from/(to) affiliates are non-trade, unsecured, interest free and repayable on demand.
30 June 2013
85
22. Receivables
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Trade receivables
Third parties 6,137 19,028 916 916
Stakeholder sum 1,822 3,182 - -
Accrued billings - 418 - -
7,959 22,628 916 916
Less: Allowance for impairment (1,983) (11,939) (916) (916)
5,976 10,689 - -
Other receivables
Other receivables 21,245 30,923 7,457 12,779
Amount due from a joint venturer 640 - - -
21,885 30,923 7,457 12,779
Less: Allowance for impairment (11,059) (13,959) (1,436) (1,436)
10,826 16,964 6,021 11,343
Total receivables 16,802 27,653 6,021 11,343
Less: Prepayments (130) (136) (41) (114)
Less: Accrued billings - (418) - -
Total loan and receivables 16,672 27,099 5,980 11,229
(a) Trade receivables
Trade receivables are non-interest bearing and are generally on 14 to 90 days (2012: 14 to 90 days)
terms. They are recognised at their original invoice amounts which represent their fair values on initial
recognition.
Ageing analysis of the Groups and Companys trade receivables is as follows:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Neither past due nor impaired 3,498 7,737 - -
Past due not impaired:
- 1 to 30 days 1,113 264 - -
- 31 to 60 days - 61 - -
- 61 to 90 days 297 1 - -
- 91 to 120 days 76 1 - -
- More than 121 days 992 2,625 - -
5,976 10,689 - -
Impaired 1,983 11,939 916 916
7,959 22,628 916 916
30 June 2013
86
22. Receivables (contd)
(a) Trade receivables (contd)
Receivables that are neither past due nor impaired
Trade receivables that are neither past due nor impaired are creditworthy debtors with good
payment records with the Group.
Receivables that are past due but not impaired
The Group has trade receivables amounting to RM2,478,000 (2012: RM2,952,000) that are past due at
the reporting date but not impaired. Based on credit history, there are no indications as at reporting
date that these customers will not be able to meet their obligations.
Receivables that are impaired
The Groups trade receivables that are impaired have been individually determined.
These trade receivables relate to debtors that are in significant financial difficulties and have defaulted
on payments. These receivables are not secured by any collateral or credit enhancements.
Movement in trade receivables allowance accounts:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
At 1 July 2012/2011 11,939 11,972 916 916
Written off (9,956) (33) - -
At 30 June 1,983 11,939 916 916
(b) Other receivables
Gross amount of other receivables comprises:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Advances 2,189 2,189 939 939
Refundable deposits 1,724 1,708 960 960
Short-term portion of a long-term receivable 5,000 10,245 5,000 10,245
Sundry receivables 12,202 16,645 517 521
Prepayments 130 136 41 114
21,245 30,923 7,457 12,779
The short-term portion of a long term receivable represents the amount due from Sentul Murni Sdn.
Bhd., which is to be settled in six yearly installments commencing from April 2008. The amount is
expected to be received within 12 months.
30 June 2013
87
22. Receivables (contd)
(b) Other receivables (contd)
Movement in other receivables allowance accounts:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
At 1 July 2012/2011 13,959 14,289 1,436 1,436
Charge for the year (Note 8) 2,598 - - -
Written back - (330) - -
Written off (5,498) - - -
At 30 June 11,059 13,959 1,436 1,436
(c) Amount due from a joint venturer
The amount due from a joint venturer relates to receivables from Olympia Properties Sdn. Bhd., a
wholly-owned subsidiary of Olympia Industries Berhad, a corporation with common directors and
shareholders. The details of the joint venture is further disclosed in Note 40.
23. Cash and cash equivalents
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Cash and bank balances 2,902 5,808 481 344
Deposits with licensed banks
- Performance guarantee granted to third parties 445 465 118 114
- Not pledged 79 79 - -
3,426 6,352 599 458
Less: Performance guarantee granted to third parties (445) (465) (118) (114)
Cash and cash equivalents 2,981 5,887 481 344
Included in cash and bank balances of the Group is an amount of RM308,000 (2012: RM358,000) held
pursuant to Section 7A of the Housing Developers (Control and Licensing) Act, 1966 and is restricted from
use in other operations.
30 June 2013
88
23. Cash and cash equivalents (contd)
The range of effective interest rates for deposits (per annum) is as follows:
Group Company
2013 2012 2013 2012
% % % %
Licensed banks 2.80 to 3.20 2.80 to 3.20 3.14 2.86
The range of number of days remaining to maturities as at reporting date is as follows:
Group Company
2013 2012 2013 2012
Days Days Days Days
Licensed banks 3 to 277 3 to 277 277 277
24. Non-current assets classified as held for sale
Group
2013 2012
RM000 RM000
At carrying amount:
Freehold/leasehold land and development costs 35,072 -
The non-current assets classified as held for sale of the Group as at 30 June 2013 include:
(a) Fifty two parcels of leasehold land located in Melaka held by Salhafa Sdn. Berhad (Salhafa) with a
carrying amount of RM3.5 million.
On 30 April 2013, Salhafa entered into a sale and purchase agreement with Siri Maksima Sdn. Bhd. for
the disposal of the land for a total consideration of RM3.8 million. The completion of the sale of land
is pending the fulfillment of the conditions precedent.
The title deeds of the leasehold land are not registered under the Salhafas name.
(b) A parcel of freehold land located in Kuala Lumpur held by Olympia Plaza Sdn. Bhd. (OPSB) with a
carrying amount of RM31.5 million.
At the reporting date, OPSB is committed to sell the freehold land. Subsequent to year end, the
Company has entered into a sale and purchase agreement to dispose of its 100% equity in OPSB as
further disclosed in Note 41.
30 June 2013
89
25. Borrowings
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Short term borrowings
Secured:
Hire purchase and lease payables 652 537 - -
Term loans 60,000 70,000 30,000 -
ICULS - 221 - 221
ICB - 272 - 272
RTL - 27,378 - 27,378
RULS - 13,319 - 13,319
Other borrowings 41,700 - 15,000 -
102,352 111,727 45,000 41,190
Unsecured:
ICULS - 7,332 - 7,332
ICB - 508 - 508
RULS - 4 - 4
IEB - 276 - -
- 8,120 - 7,844
Total short term borrowings 102,352 119,847 45,000 49,034
Long term borrowings
Secured:
Hire purchase and lease payables 1,429 1,786 - -
Term loans 30,000 - - -
Total long term borrowings 31,429 1,786 - -
Total borrowings
Hire purchase and lease payables (Note 34) 2,081 2,323 - -
Term loans 90,000 70,000 30,000 -
ICULS (Note 26) - 7,553 - 7,553
ICB (Note 27) - 780 - 780
RTL (Note 28) - 27,378 - 27,378
RULS (Note 29) - 13,323 - 13,323
IEB (Note 30) - 276 - -
Other borrowings 41,700 - 15,000 -
133,781 121,633 45,000 49,034
30 June 2013
90
25. Borrowings (contd)
The range of effective interest rates for borrowings (per annum), excluding hire purchase and lease payables,
is as follows:
Group Company
2013 2012 2013 2012
% % % %
Term loans 7.00 - 13.20 8.00 - 13.20 8.75 -
ICULS 7.00 7.00 7.00 7.00
ICB 7.00 7.00 7.00 7.00
RTL 7.00 7.00 7.00 7.00
RULS 7.00 7.00 7.00 7.00
IEB 8.00 8.00 - -
Other borrowings 8.10 - 13.20 - 13.20 -
(a) The borrowings are secured by the following:
(i) Fixed charges over certain land held for property development and property development
costs of the Group as disclosed in Notes 16 and 18; and
(ii) Fixed charges over some assets of the Group and Company as disclosed in Note 14.
Pursuant to the Groups restructuring scheme in the previous financial years, the primary holders of
the various financial instruments had the rights to exercise put and call options on the secured assets
and earmarked assets for ICB and IEB holders.
(b) Put and call option
The Company has on 16 November 2006 and 22 November 2006 entered into onshore put and call
option agreements and on 17 January 2007 entered into offshore put and call option agreements
with secured Financial Institutions (FI). Secured FI are lenders whose debts are secured by collateral.
The salient terms of the put and call option agreements are as follows:
(i) The put and call options are secured by the respective existing collateral charged to the
secured FI;
(ii) In consideration of the grant by the secured FI to the Company of the call option referred to
in (iv) below, the Company has irrevocably granted the secured FI a put option to sell to the
Company the relevant financial instruments issued to, and continuously held by, the secured
FI.
The put option will be exercisable by the secured FI upon disposal of the underlying collateral
or the earmarked assets. The net sale proceeds in relation to the disposal of the underlying
collateral and/or the earmarked assets will be applied towards the purchase or prepayment
of the relevant financial instruments pursuant to any exercise of the put option. In addition,
in the event of default by the Company of its obligation relating to the relevant financial
instruments, the put option is also exercisable in relation to the financial instruments in default.
Further, the put option is exercisable in the event the sale is not completed one month before
the expiry of the option period;
30 June 2013
91
25. Borrowings (contd)
(b) Put and call option (contd)
(iii) The put option in relation to the ICB and IEB is exercisable by the primary ICB/IEB holders upon
the disposal of certain earmarked assets. In addition, so long as any of the relevant financial
instruments issued to the primary holders are still held by those holders and are outstanding, the
Company has undertaken that the proposed disposals are to be completed by the Company
six months before the maturity date of the financial instruments, failing which the put option is
also exercisable.
The disposal proceeds of the earmarked assets will be utilised by the Company to honour any
exercise of the put option by the primary holders of the ICB and IEB and the Company will
purchase the ICB and IEB from the primary holders on a pro-rata basis; and
(iv) In consideration of the grant by the Company to the secured FI of the put option referred to in
(ii) above, the secured FI has irrevocably granted the Company a call option to purchase the
relevant financial instruments issued to, and continuously held by the secured FI.
The call option may be exercised by the Company from time to time or upon disposal of
the earmarked assets referred to in (iii) above subject to the relevant put option not being
exercised by the secured FI. The call option must be exercised by the Company upon disposal
of any of the underlying collateral referred to in (ii) above.
26. Irredeemable Convertible Unsecured Loan Stocks (ICULS)
On 12 April 2007, the Company issued 361,552,465 of six year ICULS 2007/2013 at a nominal value of RM1.00
each pursuant to the Groups restructuring scheme. The terms of the ICULS are as follows:
(a) The ICULS bears coupon rate as follows, with the first payment due and paid on 12 April 2010.
Anniversary year % per annum
First Nil
Second Nil
Third 2.8
Fourth 2.8
Fifth 2.8
Sixth 2.8
(b) Redeemability - Not redeemable for cash. Unless previously converted, all outstanding ICULS will
be mandatorily converted into new ordinary shares of the Company on the Maturity Date at the
Conversion Price.
(c) Conversion Price - fixed at RM1.18 nominal value of ICULS for one new ordinary share of RM1.00 in the
Company or such other price as shall be adjusted in accordance with the ICULS Trust Deed.
(d) Conversion Rights - the registered holders have the rights at any time during the Conversion Period to
convert at the Conversion Price.
(e) Conversion Period - period commencing from and including the second anniversary of the issue date
of the ICULS and expiring on the Maturity Date.
(f) Maturity Date - six years from the date of issue of the ICULS.
(g) Transferability - the ICULS would be transferable at a Board Lot of RM100 nominal value of ICULS or
other denomination as determined by the Bursa Malaysia Securities Berhad (Bursa).
30 June 2013
92
26. Irredeemable Convertible Unsecured Loan Stocks (ICULS) (contd)
(h) Ranking - the new ordinary shares of the Company to be issued and allotted and upon conversion of
the ICULS will rank pari passu in all respects with the existing ordinary shares of the Company except
that such new ordinary shares shall not be entitled for any dividends, rights, allotments and/or other
distribution declared and/or otherwise distributed prior to such ICULS are converted or any interim
dividend declared prior to the date of conversion of the ICULS.
(i) The registered holders of the ICULS shall have no participating rights whatsoever in any distribution of
shares or other securities issued or offered from time to time by the Company.
(j) Trust Deed - the ICULS are constituted by the Trust Deed dated 25 August 2006 and its supplemental
trust deeds dated 16 January 2007, 25 June 2008 and 4 November 2009.
The nominal value of the ICULS have been split between the liability component and the equity component,
representing the fair value of the conversion option. The ICULS are accounted for in the statements of
financial position of the Group and of the Company as follows:
Group and Company
2013 2012
RM000 RM000
Nominal value - 284,307
Less: Equity component - (245,479)
Unamortised discount - (31,275)
- 7,553
Amount due within one year (Note 25) - (7,553)
Amount due after one year (Note 25) - -
The amount recognised in the statements of financial position of the Group and of the Company may be
analysed as follows:
Group and Company
2013 2012
RM000 RM000
Nominal value:
At 1 July 2012/2011 284,307 318,138
Nominal value of ICULS converted (275,973) (10,901)
Nominal value of ICULS cancelled
#
(8,334) (22,930)
At 30 June - 284,307
Equity component:
At 1 July 2012/2011 (245,479) (274,690)
Equity component of ICULS converted 238,283 9,412
Equity component of ICULS cancelled 7,196 19,799
At 30 June - (245,479)
30 June 2013
93
26. Irredeemable Convertible Unsecured Loan Stocks (ICULS) (contd)
Group and Company
2013 2012
RM000 RM000
Interest prepaid:
At 1 July 2012/2011 (31,275) (27,096)
Recognised in profit or loss 378 974
Reversal upon conversion of ICULS 36,801 918
Reversal upon cancellation of ICULS 907 2,355
Coupon payment (6,811) (8,426)
At 30 June - (31,275)
Liability component at 30 June - 7,553
Equity component of ICULS presented in the statements of financial position
comprise the following:
Equity component of ICULS - 245,479
Deferred tax assets recognised in equity:
At 1 July 2012/2011 1,325 3,071
Reversal upon conversion (152) (105)
Reversal upon cancellation (39) (138)
Reversal upon coupon payment (1,134) (1,503)
At 30 June - 1,325
- 246,804
Interest expense on the ICULS is calculated on the effective yield basis by applying the interest rate of 7%
(2012: 7%) per annum for an equivalent non-convertible bond to the liability component of the ICULS.
#
The Company had on 21 March 2013 cancelled 8,333,629 ICULS pursuant to a put and call option
agreement made between the Company and its secured financial institutions as disclosed in Note
25(b).
27. Irredeemable Convertible Bonds (ICB)
On 12 April 2007, the Company issued 108,527,879 of six year ICB 2007/2013 at nominal value of RM1.00 each
pursuant to the Groups restructuring scheme. The terms of the ICB are as follows:
(a) The ICB bears coupon rate as follows, with the first payment due and paid on 12 April 2010.
First Nil
Second Nil
Third 4
Fourth 6
Fifth 7
Sixth 7
30 June 2013
94
27. Irredeemable Convertible Bonds (ICB) (contd)
(b) Redeemability - Not redeemable for cash. Unless previously converted, all outstanding ICB will
be mandatorily converted into new ordinary shares of the Company on the Maturity Date at the
Conversion Price.
(c) Conversion Price - fixed at RM1.18 nominal value of ICB for one new ordinary share of RM1.00 in the
Company or such other price as shall be adjusted in accordance with the ICB Trust Deed.
(d) Conversion Rights - the registered holders have the rights at any time during the Conversion Period to
convert at the Conversion Price.
(e) Conversion Period - the period commencing from and including the second anniversary of the issue
date of the ICB and expiring on the Maturity Date.
(f) Maturity Date - six years from the date of issue of the ICB.
(g) Transferability - the ICB would be transferable at a Board Lot of RM100 nominal value of ICB or other
denomination as determined by the Bursa.
(h) Ranking - the new ordinary shares of the Company to be issued and allotted and upon conversion
of the ICB will rank pari passu in all respects with the existing ordinary shares of the Company except
that such new ordinary shares shall not be entitled for any dividends, rights, allotments and/or other
distribution declared and/or otherwise distributed prior to such ICB are converted or any interim
dividend declared prior to the date of conversion of the ICB.
(i) The registered holders of the ICB shall have no participating rights whatsoever in any distribution of
(j) Trust Deed - the ICB are constituted by the Trust Deed dated 25 August 2006 and its supplemental trust
deeds dated 16 January 2007, 25 June 2008 and 4 November 2009.
The nominal value of the ICB have been split between the liability component and the equity component,
representing the fair value of the conversion option. The ICB are accounted for in the statements of financial
position of the Group and of the Company as follows:
Group and Company
2013 2012
RM000 RM000
Less: Equity component - (7,820)
Unamortised discount - (3,134)
- 780
Amount due within one year (Note 25) - (780)
30 June 2013
95
27. Irredeemable Convertible Bonds (ICB) (contd)
The amount recognised in the statements of financial position of the Group and of the Company may be
analysed as follows:
Group and Company
2013 2012
RM000 RM000
Nominal value:
At 1 July 2012/2011 11,734 13,354
Nominal value of ICB converted (7,644) (20)
Nominal value of ICB cancelled
#
(4,090) (1,600)
At 30 June - 11,734
Equity component:
At 1 July 2012/2011 (7,820) (8,899)
Equity component of ICB converted 5,094 13
Equity component of ICB cancelled 2,726 1,066
At 30 June - (7,820)
Interest prepaid:
At 1 July 2012/2011 (3,134) (2,738)
Recognised in profit or loss 33 104
Reversal upon conversion of ICB 2,549 4
Reversal upon cancellation of ICB 1,086 429
Coupon payment (534) (933)
At 30 June - (3,134)
Liability component at 30 June - 780
Equity component of ICB presented in the statements of financial
position comprise the following:
Equity component of ICB - 7,820
Deferred tax assets recognised in equity:
At 1 July 2012/2011 141 327
Reversal upon conversion - (1)
Reversal upon cancellation (49) (19)
Coupon payment (92) (166)
At 30 June - 141
- 7,961
Interest expense on the ICB is calculated on the effective yield basis by applying the interest rate of 7%
(2012: 7%) per annum for an equivalent non-convertible bond to the liability component of the ICB.
#
The Company had on 18 October 2012 and 23 October 2012 cancelled 3,821,113 and 269,468 ICB
respectively, pursuant to a put and call option agreement made between the Company and its
secured financial institutions as disclosed in Note 25(b).
30 June 2013
96
28. Restructured Term Loan (RTL)
On 27 April 2007, the Company issued 77,808,384 of six year RTL 2007/2013 at nominal value of RM1.00 each
pursuant to the Groups restructuring scheme. The terms of the RTL are as follows:
(a) The RTL bears interest rate as follows, with the first payment due and paid on 27 April 2010.
First Nil
Second Nil
Third 4
Fourth 6
Fifth 7
Sixth 7
(b) Repayment - The repayment schedule of the RTL is as follows:
% of the total principal
Anniversary year amount of the RTL
First Nil
Second 15
Third 15
Fourth 15
Fifth 15
Sixth 40
100
(c) Tenure - six years from the date of issue of the RTL.
(d) Convertibility - the RTL shall not be converted to any other form of security/financial instrument.
(e) The RTL is secured directly with certain assets of the Group.
Group and Company
2013 2012
RM000 RM000
Accrued interest - 337
- 27,378
30 June 2013
97
28. Restructured Term Loan (RTL) (contd)
The amount recognised as the liability in the statements of financial position of the Group and of the
Company may be analysed as follows:
Group and Company
2013 2012
RM000 RM000
Nominal value of RTL:
At 1 July 2012/2011 27,041 39,520
Repayment during the year (27,041) (12,479)
At 30 June - 27,041
Accrued interest:
At 1 July 2012/2011 337 492
Recognised in profit or loss 1,546 2,630
Reversal on repayment (66) (11)
Coupon payment (1,817) (2,774)
At 30 June - 337
Carrying amount of liability as at 30 June - 27,378
Interest expense on the RTL is calculated on the effective yield basis by applying the interest rate of 7% (2012:
7%) per annum for an equivalent borrowing of the RTL.
29. Redeemable Unsecured Loan Stocks (RULS)
On 12 April 2007, the Company issued 60,315,280 of six year RULS 2007/2013 at nominal value of RM1.00 each
pursuant to the Groups restructuring scheme. The terms of the RULS are as follows:
(a) The RULS bears coupon rate as follows, with the first payment due and paid on 12 April 2010.
First Nil
Second Nil
Third 4
Fourth 6
Fifth 7
Sixth 7
(b) Redemption - The redemption schedule of the RULS is as follows:
% of the total principal
Anniversary year amount of the RTL
First Nil
Second 15
Third 15
Fourth 15
Fifth 15
Sixth 40
100
30 June 2013
98
29. Redeemable Unsecured Loan Stocks (RULS) (contd)
(c) Maturity Date - six years from the date of issue of the RULS.
(d) Convertibility - the RULS shall not be converted to any other form of security/financial instrument.
(e) Transferability - the RULS would be transferable at a Board Lot of RM100 nominal value of RULS or other
denomination as determined by the Bursa.
(f) Trust Deed - the RULS are constituted by the Trust Deed dated 25 August 2006 and its supplemental
trust deeds dated 16 January 2007, 25 June 2008 and 4 November 2009.
Group and Company
2013 2012
RM000 RM000
Nominal value of RULS:
At 1 July 2012/2011 13,120 20,648
Nominal value of RULS repaid (13,118) (7,528)
2 13,120
Gain on issuance of RULS (2) (2)
Accrued interest - 205
Net amount - 13,323
The amount recognised as the liability in the statements of financial position of the Group and of the
Company may be analysed as follows:
Group and Company
2013 2012
RM000 RM000
Liability component of RULS:
At 1 July 2012/2011 13,118 20,646
Repayment during the year (13,118) (7,528)
At 30 June - 13,118
Accrued interest:
At 1 July 2012/2011 205 320
Recognised in profit or loss 690 1,330
Reversal upon cancellation (151) -
Coupon payment (744) (1,445)
At 30 June - 205
Carrying amount of liability as at 30 June - 13,323
Interest expense on the RULS is calculated on the effective yield basis by applying the interest rate of 7%
(2012: 7%) per annum for an equivalent borrowing of the RULS.
30 June 2013
99
30. Irredeemable Exchangeable Bonds (IEB)
On 27 April 2007, a wholly-owned subsidiary of the Company, Mycom Capital (BVI) Ltd. issued 20,680,000 of
six year IEB 2007/2013 at nominal value of USD1.00 each pursuant to the Groups restructuring scheme. The
terms of the IEB are as follows:
(a) The IEB bears coupon rate as follows, with the first payment due and paid on 27 April 2010.
First Nil
Second Nil
Third 4
Fourth 6
Fifth 7
Sixth 7
(b) Redeemability - Not redeemable for cash. Unless previously exchanged, all outstanding IEB will
be mandatorily exchanged into new ordinary shares of the Company on the Maturity Date at the
Exchange Price.
(c) Exchange Price - the exchange price of IEB is fixed at RM1.18 nominal value of IEB for one new
ordinary share of the Company subject to the standard clauses of adjustments to the Exchange Price
in accordance with the terms of the IEB Trust Deed for future share dilution.
(d) Exchange Rights - the registered holders have the rights at any time during the Exchange Period to
exchange at the Exchange Price.
(e) Exchange Period - the period commencing from and including the second anniversary from the
effective date of the restructuring scheme and expiring at the Maturity Date.
(f) Maturity Date - six years from the effective date of the restructuring scheme.
(g) Exchange Mode - the Exchange Price may be satisfied by surrendering such nominal value of IEB
equivalent to the Exchange Price of the IEB for cancellation by Mycom Capital (BVI) Ltd.
(h) Ranking - the new ordinary shares of the Company to be issued and allotted pursuant to the
exchange of IEB will rank pari passu in all respects with the existing ordinary shares of the Company
except that such new ordinary shares shall not be entitled for any dividends, rights, allotments and/
or other distribution declared and/or otherwise distributed prior to such IEB are exchanged or any
interim dividend declared prior to the date of exchange of the IEB.
(i) The registered holders of the IEB shall have no participating rights whatsoever in any distribution of
(j) Trust Deed - the IEB are constituted by the Trust Deed dated 17 January 2007.
30 June 2013
100
30. Irredeemable Exchangeable Bonds (IEB) (contd)
The nominal value of the IEB has been split between the liability component and the equity component,
representing the fair value of the exchange option. The IEB are accounted for in the statements of financial
position of the Group as follows:
Group Group
2013 2012 2013 2012
USD000 USD000 RM000 RM000
Nominal value - 1,320 - 4,398
Less: Equity component - (832) - (2,847)
Unamortised discount - (401) - (1,275)
Net amount - 87 - 276
Amount due within one year (Note 25) - (87) - (276)
Amount due after one year (Note 25) - - - -
The amounts recognised in the statements of financial position of the Group may be analysed as follows:
Group Group
2013 2012 2013 2012
USD000 USD000 RM000 RM000
Nominal value:
At 1 July 2012/2011 1,320 1,320 4,398 4,321
Nominal value of IEB exchanged (1,320) - (4,344) -
Foreign exchange adjustment - - (54) 77
At 30 June - 1,320 - 4,398
Equity component:
At 1 July 2012/2011 (832) (832) (2,847) (2,847)
Equity component of IEB exchanged 832 - 2,847 -
At 30 June - (832) - (2,847)
Interest prepaid:
At 1 July 2012/2011 (401) (320) (1,275) (969)
Recognised in profit or loss 6 12 17 37
Reversal upon conversion 488 - 1,497 -
Coupon payment (93) (93) (283) (284)
Foreign exchange adjustment - - 44 (59)
At 30 June - (401) - (1,275)
Liability component at 30 June - 87 - 276
Interest expense on the IEB is calculated on the effective yield basis by applying the interest rate of 8% (2012:
8%) per annum for an equivalent non-convertible bond to the liability component of the IEB.
30 June 2013
101
31. Payables
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Trade payables
Third parties 21,275 15,920 - -
Retention sums 2,816 2,510 - -
Progress billings 1,715 - - -
25,806 18,430 - -
Other payables
Accruals 4,243 6,936 413 1,690
Sundry payables 16,440 15,013 2,112 1,454
Amount due to a joint venturer - 163 - -
20,683 22,112 2,525 3,144
Total payables 46,489 40,542 2,525 3,144
Less: Progress billings (1,715) - - -
Financial liabilities at amortised cost 44,774 40,542 2,525 3,144
(a) Trade payables
The normal trade credit terms granted to the Group range from 30 to 90 days (2012: 30 to 90 days).
(b) Amount due to a joint venturer
The amount due to a joint venturer relates to payables to Olympia Properties Sdn. Bhd., a wholly-owned
subsidiary of Olympia Industries Berhad, a corporation with common directors and shareholders. The
details of the joint venture are further disclosed in Note 40.
32. Due to a company with common directors and corporate shareholders
The amount due to a company with common directors and corporate shareholders is non-trade, unsecured,
interest free and repayable on demand.
30 June 2013
102
33. Share capital, share premium and revaluation reserve
Share capital
Number of ordinary
shares of RM1.00 each Amount
2013 2012 2013 2012
000 000 RM000 RM000
Authorised:
At 1 July 2012/2011/30 June 2,000,000 2,000,000 2,000,000 2,000,000
Issued and fully paid:
At 1 July 2012/2011 602,355 593,100 602,355 593,100
Conversion of ICULS 233,875 9,238 233,875 9,238
Conversion of ICB 6,478 17 6,478 17
Conversion of IEB 3,410 - 3,410 -
At 30 June 846,118 602,355 846,118 602,355
During the financial year, the Company increased its issued and paid-up ordinary share capital by way of
the conversion of 275,972,365 units of ICULS, 7,644,000 units of ICB and 1,320,000 units of IEB at conversion
price of RM1.18 into 243,762,793 new ordinary shares of RM1.00 each.
The new ordinary shares issued during the financial year rank pari passu in all respects with the existing
ordinary shares of the Company.
Share premium
Comprise of the premium paid on subscription of shares in the Company over and above the par value of
the shares.
Revaluation reserve
Revaluation reserve of the Group represents surplus arising from the revaluation of the Groups biological
assets based on independent valuation done by a firm of professional valuers using the present market
value basis.
Revaluation reserve of the Company represents surplus on revaluation of investment in subsidiaries.
30 June 2013
103
34. Hire purchase and lease payables
Group
2013 2012
RM000 RM000
Minimum lease payments:
Not later than 1 year 757 661
Later than 1 year and not later than 2 years 699 626
Later than 2 years and not later than 5 years 770 1,174
More than 5 years 80 187
2,306 2,648
Less: Future finance charges (225) (325)
Present value of finance lease liabilities 2,081 2,323
Present value of finance lease liabilities:
Not later than 1 year 652 537
Later than 1 year and not later than 2 years 636 536
Later than 2 years and not later than 5 years 715 1,072
More than 5 years 78 178
2,081 2,323
Analysed as:
Due within 12 months (Note 25) 652 537
Due after 12 months (Note 25) 1,429 1,786
2,081 2,323
The hire purchase and lease payables bear interest at the reporting date at rates between 4.96% to 6.76%
(2012: 4.96% to 6.76%) per annum.
35. Provisions for liabilities
Group
2013 2012
RM000 RM000
At 1 July 2012/2011 - 97
Write back of provision for liabilities - (97)
At 30 June - -
Provisions for liabilities relate to liquidated ascertained damages which were in respect of projects
undertaken by certain subsidiaries. The provisions were recognised for expected liquidated ascertained
damages claims based on the sale and purchase agreements.
30 June 2013
104
36. Deferred tax (assets)/liabilities
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
At 1 July 2012/2011 23,182 21,192 (2,083) (4,517)
Recognised in profit or loss (Note 12) 374 21 547 465
Recognised in equity 1,536 1,969 1,536 1,969
At 30 June 25,092 23,182 - (2,083)
Presented after appropriate offsetting as follows:
Deferred tax assets - (2,083) - (2,083)
Deferred tax liabilities 25,092 25,265 - -
25,092 23,182 - (2,083)
The components and movements of deferred tax liabilities and assets during the financial year prior to
offsetting are as follows:
Deferred tax liabilities of the Group:
Accelerated Revaluation
capital of landed
allowances properties Others Total
RM000 RM000 RM000 RM000
At 1 July 2012 24,957 258 50 25,265
Recognised in profit or loss 263 - (50) 213
At 30 June 2013 25,220 258 - 25,478
At 1 July 2011 24,437 1,222 50 25,709
Recognised in profit or loss 520 (964) - (444)
At 30 June 2012 24,957 258 50 25,265
Deferred tax assets of the Group:
Unabsorbed
capital
allowance ICULS ICB Total
RM000 RM000 RM000 RM000
At 1 July 2012 - (1,888) (195) (2,083)
Recognised in equity:
- Equity component of ICULS and ICB - 1,134 92 1,226
- Accumulated losses - 262 48 310
Recognised in profit or loss (386) 492 55 161
At 30 June 2013 (386) - - (386)
At 1 July 2011 - (4,088) (429) (4,517)
- Equity component of ICULS and ICB - 1,503 166 1,669
- Accumulated losses - 280 20 300
Recognised in profit or loss - 417 48 465
At 30 June 2012 - (1,888) (195) (2,083)
30 June 2013
105
36. Deferred tax (assets)/liabilities (contd)
Deferred tax assets of the Company:
ICULS ICB Total
RM000 RM000 RM000
At 1 July 2012 (1,888) (195) (2,083)
- Equity component of ICULS and ICB 1,134 92 1,226
- Accumulated losses 262 48 310
Recognised in profit or loss 492 55 547
At 30 June 2013 - - -
At 1 July 2011 (4,088) (429) (4,517)
- Equity component of ICULS and ICB 1,503 166 1,669
- Accumulated losses 280 20 300
Recognised in profit or loss 417 48 465
At 30 June 2012 (1,888) (195) (2,083)
Deferred tax assets have not been recognised in respect of the following items:
Group
2013 2012
RM000 RM000
Unutilised tax losses 76,644 75,169
Unabsorbed capital allowances 104,096 104,103
The availability of the unutilised tax losses and unabsorbed capital allowances for offsetting against future
taxable profits of the respective subsidiaries are subject to no substantial changes in shareholdings of those
subsidiaries under the Income Tax Act, 1967 and guidelines issued by the tax authority.
Deferred tax assets have not been recognised in respect of these items as they may not be used to offset
taxable profits of other companies in the Group and they have arisen in companies that have recent
histories of losses.
30 June 2013
106
37. Significant related party transactions
(a) In addition to the transactions detailed elsewhere in the financial statements, the Group and the
Company had the following transactions with related parties during the financial year:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Transactions with Olympia Industries
Berhad and its subsidiaries
Purchase of air tickets and travel arrangement 677 527 209 109
Rental of premises and parking 802 638 465 517
Transactions with subsidiaries
Gross dividend income received from
subsidiaries - - (13,333) (10,667)
Interest expense payable to subsidiaries - - 7,908 4,018
Interest income receivable from subsidiaries - - (5,129) (4,973)
The directors are of the opinion that all the above transactions and those disclosed elsewhere in
this financial statements have been entered into in the normal course of business and have been
established on negotiated terms and conditions.
(b) Compensation of key management personnel
The remuneration of members of key management, who are the directors of the Group and of the
Company during the financial year was as follows:
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Directors remuneration (Note 7) 2,743 2,843 606 610
30 June 2013
107
38. Contingent liabilities - unsecured
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Claims
Against the Company and/or subsidiaries in
respect of:
- Claims by previous directors and shareholders
of a subsidiary
^
58,295 58,295 58,295 58,295
- Claims by a third party on guarantee* 20,116 18,676 - -
78,411 76,971 58,295 58,295
^
On 28 April 2000, Lin Wen-Chih and Lin Wen-Chuan commenced legal action against the Company
at the Kuala Lumpur High Court (Suit No. D9-22-781-00) for a sum of RM55,000,000 being the purchase
price for 12,750,000 ordinary shares of RM1.00 each in Veramax Sdn. Bhd. (now known as Pacific
Forest Industries Sdn. Bhd.) (the shares) or alternatively for the re-transfer of the said Shares to the
Plaintiffs and damages in the amount of RM3,295,453. The Company filed its statement of defence on
4 July 2000 and the Judge had on 27 August 2010 dismissed the Plaintiffs claim with cost. The plaintiffs
have on 3 September 2010 filed an appeal to the Court of Appeal and the same is now pending to
be heard before the Court of Appeal. Case management was held on 5 July 2012 and the Court
of Appeal has fixed the Plaintiffs Appeal for hearing on 11 October 2012 and later adjourned to 23
January 2013. The Court of Appeal has yet to fix the Decision date for the matter as at the reporting
date.
* The guarantee to a third party was previously provided by Olympia Land Berhad, a wholly-owned
subsidiary, which was acquired by the Company from Olympia Industries Berhad (OIB) pursuant to
the Groups restructuring scheme. The guarantee is counter indemnified by OIB.
The directors after consultation with their legal counsel are of the opinion that the likelihood of crystallisation
of the above amounts which have not been provided is not probable.
39. Segment information
(a) Business segments:
For management purposes, the Group is organised into business units based on their products and
services. The Groups reportable segments are as follows:
(i) Property development - the development of residential and commercial properties;
(ii) Plantation - oil palm cultivation and sales of oil palm fruits;
(iii) Manufacturing - manufacturing and sale of plywood, blockboard, laminated board and sawn
timber; and
(iv) Investment holding and others - investment holding includes management, building
maintenance, and property investment.
Management monitors the operating results of its business units separately for the purpose of making
decisions about resource allocation and performance assessment. Segment results, assets and
liabilities include items directly attributable to a segment as well as those that can be allocated on a
reasonable basis. Unallocated items comprise corporate assets, liabilities and expenses.
The directors are of the opinion that all inter-segment transactions have been entered in the normal
course of business. Segment revenue, expenses and results include transactions between business
segments. These transactions are eliminated on consolidation.
30 June 2013
108
39. Segment information (contd)
(a) Business segments: (contd)
Investment Adjustments
Property holding and and
development Plantation Manufacturing others elimination Note Consolidated
RM000 RM000 RM000 RM000 RM000 RM000
30 June 2013
Revenue
External revenue 19,841 38,427 - - - 58,268
Inter-segment
revenue - - - 13,333 (13,333) -
Total revenue 19,841 38,427 - 13,333 (13,333) 58,268
Results
Finance income 8,078 - - 7,219 (14,518) 779
Finance expense 9,424 384 4,103 15,350 (16,955) 12,306
Depreciation 62 3,693 653 263 - 4,671
Other material
non-cash income/
(expense), net 2,384 (3) (399) 81 - (a)(i) 2,063
Segment profit/
(loss) 3,040 (1,876) (1,802) (7,081) (11,527) (a)(ii) (19,246)
Assets
Additions to
non-current
assets 62 3,812 1 39 - (a)(iii) 3,914
Segment assets 356,896 328,007 6,562 350,736 7,380 (a)(iv) 1,049,581
Liabilities
Segment liabilities 106,620 14,279 6,344 53,651 27,205 (a)(v) 208,099
30 June 2013
109
Investment Adjustments
Property holding and and
development Plantation Manufacturing others elimination Note Consolidated
RM000 RM000 RM000 RM000 RM000 RM000
30 June 2012
Revenue
External revenue 44,117 51,124 - - - 95,241
Inter-segment
revenue - - - 10,667 (10,667) -
Total revenue 44,117 51,124 - 10,667 (10,667) 95,241
Results
Finance income 4,206 - - 6,602 (9,709) 1,099
Finance expense 4,912 142 3,713 12,668 (12,000) 9,435
Depreciation 68 4,098 1,286 272 - 5,724
Other material
non-cash income/
(expense), net 848 (12) 12,517 26 - (a)(i) 13,379
Segment (loss)/
profit (9,952) 13,891 10,123 (9,779) (8,336) (a)(ii) (4,053)
Assets
Additions to
non-current
assets 535 3,782 - 708 - (a)(iii) 5,025
Segment assets 360,556 329,621 9,142 356,660 8,990 (a)(iv) 1,064,969
Liabilities
Segment liabilities 88,809 7,384 7,315 58,667 27,862 (a)(v) 190,037
30 June 2013
110
(i) Other material non-cash income/(expense), net, consist of the following items as presented in
the respective notes to the financial statements:
Note 2013 2012
RM000 RM000
Property, plant and equipment written off 10 (323) (97)
Allowance for impairment on receivables 8 (2,598) -
Unrealised foreign exchange loss 10 - (122)
Unrealised foreign exchange gain 4 104 80
Gain on disposal of property, plant and equipment, net 4 2,873 1,790
Write back of allowance for impairment on receivables 4 - 330
(Provision)/write back for short term accumulating
compensated absences, net 6 (9) 49
Write back of provision for litigation claim 722 10,481
Write back of provision for development cost 4 - 1,783
Write back of provision for liabilities 4 - 97
Write back of provision for impairment loss on land held for
property development 4 1,825 -
Impairment loss on property, plant and equipment 9 (531) -
Impairment loss on land held for property development 9 - (1,012)
2,063 13,379
(ii) The following items are added/(deducted) from segment profit/(loss) to arrive at loss before
tax presented in the statement of comprehensive income:
Note 2013 2012
RM000 RM000
Finance income 11 779 1,099
Finance expense 11 (12,306) (9,435)
(11,527) (8,336)
(iii) Additions to non-current assets consist of:
Note 2013 2012
RM000 RM000
Property, plant and equipment 14 1,570 2,104
Land held for property development 16 - 476
Biological assets 15 2,344 2,445
3,914 5,025
30 June 2013
111
(iv) The following items are added to segment assets to arrive at total assets reported in the
consolidated statement of financial position:
2013 2012
RM000 RM000
Deferred tax assets - 2,083
Tax recoverable 7,380 6,907
7,380 8,990
(v) The following items are added to segment liabilities to arrive at total liabilities reported in the
consolidated statement of financial position:
2013 2012
RM000 RM000
Deferred tax liabilities 25,092 25,265
Current tax payable 2,113 2,597
27,205 27,862
(b) Geographical segments:
No information on geographical segment is presented as the majority of the Groups business
operations are in Malaysia.
(c) Information about major customers:
Revenue from two major customers amounts to RM36,359,000 (2012: RM41,949,000) arose from sales
in the plantation segment.
40. Joint venture - jointly controlled assets
On 14 February 2003, KH Estates Sdn. Bhd. (KHE), a wholly-owned subsidiary of the Company and Olympia
Properties Sdn. Bhd. (OPSB), a wholly-owned subsidiary of OIB entered into a Consortium Agreement to
form a joint venture to jointly develop 12 parcels of land located in the vicinity of Mont Kiara/Sri Hartamas
(known as the KHD Land). The joint venture between KHE and OPSB is on a ratio of 58% and 42% respectively.
The salient terms of the Consortium Agreement are as follows:
(i) The KHD Land will be transferred to a trustee who in turn shall hold the beneficial interest in favour of
KHE and OPSB respectively;
(ii) The trustee shall make the necessary application to the relevant authorities for the purposes of
amalgamation and sub-division of the KHD Land;
(iii) KHE and OPSB have agreed to appoint KH Land Sdn. Bhd. (KHL), a wholly-owned subsidiary of KHE
as the developer for the KHD Land;
30 June 2013
112
40. Joint venture - jointly controlled assets (contd)
(iv) The respective share of assets, liabilities, income and expenses, contribution to working funds and
disbursements and liabilities and all obligation whatsoever in connection with the execution of the
Consortium Agreement shall be 58% and 42% for KHE and OPSB respectively; and
(v) The KHE and OPSB have mutually agreed that any proceeds derived from the Joint Venture shall first
be utilised and applied towards redemption of the existing charges created on the KHD Land. The
existing charges to be redeemed by KHE and OPSB, amounting to RM30,000,000 (2012: RM30,000,000)
and RM50,000,000 (2012: RM63,755,000) respectively.
The Groups aggregate share of the revenue, expenses, assets and liabilities of the joint venture are as
follows:
Group
2013 2012
RM000 RM000
Revenue 1,377 (6,828)
Other income 22 1,836
Changes in inventories (1,418) 5,107
Other expenses, including finance costs and tax (3,553) (4,156)
Non-current assets 221,653 193
Current assets 66,373 293,712
Non-current liabilities - (50)
Current liabilities (12,452) (15,015)
Net assets 275,574 278,840
41. Subsequent events
On 6 August 2013, the Company entered into a conditional sale and purchase agreement (SPA) with
Melody Hallmark Sdn. Bhd. (MHSB) for the disposal of its 100% equity interest in Olympia Plaza Sdn. Bhd.
(OPSB) for a sale consideration of RM50 million. As the Company owns 30% equity interest in MHSB, the
Companys effective interest in OPSB will be reduced from 100% to 30% upon completion of the disposal.
OPSB shall cease to be a subsidiary of the Company thereafter.
The sale was completed on 3 September 2013.
30 June 2013
113
42. Financial instruments
Classification of financial instruments
Financial assets and financial liabilities are measured on an ongoing basis either at fair value or at amortised
cost. The principal accounting policies of the Group and the Company described how the classes of
financial instruments are measured, and how income and expenses, including fair value gains and losses
are measured. The following table analysed the financial assets and financial liabilities in the statements
of financial position by the classes of financial instruments to which they are assigned, and therefore by
measurement basis.
Financial
liabilities at
Loans and amortised
Note receivables cost Total
RM000 RM000 RM000
Group
At 30 June 2013
Assets
Receivables 22 16,672 - 16,672
Due from affiliates 21 455 - 455
Short term deposits 23 524 - 524
Cash and bank balances 23 2,902 - 2,902
Total financial assets 20,553
Total non-financial assets 1,029,028
Total assets 1,049,581
Liabilities
Borrowings (Non-current) 25 - 31,429 31,429
Borrowings (Current) 25 - 102,352 102,352
Due to affiliates 21 - 595 595
Due to a company with common directors and
corporate shareholders 32 - 29 29
Payables 31 - 44,774 44,774
Total financial liabilities 179,179
Total non-financial liabilities 28,920
Total liabilities 208,099
At 30 June 2012
Assets
Receivables 22 27,099 - 27,099
Cash and bank balances 23 5,808 - 5,808
Total non-financial assets 1,031,518
Total assets 1,064,969
30 June 2013
114
42. Financial instruments (contd)
Classification of financial instruments (contd)
Financial
liabilities at
Loans and amortised
RM000 RM000 RM000
Group (contd)
At 30 June 2012
Liabilities
Borrowings (Non-current) 25 - 1,786 1,786
Payables 31 - 40,542 40,542
Total non-financial liabilities 27,862
Company
At 30 June 2013
Assets
Due from subsidiaries 20 329,269 - 329,269
Receivables 22 5,980 - 5,980
Cash and bank balances 23 481 - 481
Total non-financial assets 433,884
Total assets 769,732
Liabilities
Due to affiliates 21 - 449 449
Due to subsidiaries 20 - 264,807 264,807
Due to a company with common directors and
corporate shareholders 32 - 29 29
Payables 31 - 2,525 2,525
Total non-financial liabilities -
30 June 2013
115
42. Financial instruments (contd)
Classification of financial instruments (contd)
Financial
liabilities at
Loans and amortised
RM000 RM000 RM000
Company (contd)
At 30 June 2012
Assets
Due from subsidiaries 20 329,302 - 329,302
Receivables 22 11,229 - 11,229
Cash and bank balances 23 344 - 344
Total non-financial assets 437,602
Total assets 778,591
Liabilities
Due to subsidiaries 20 - 255,915 255,915
Payables 31 - 3,144 3,144
Total non-financial liabilities -
43. Fair value of financial instruments
(a) Determination of fair value
Financial instruments that are not carried at fair value
The following are classes of financial instruments that are not carried at fair value and whose carrying
amounts are reasonable approximation of fair value:
Note
Due from/to affiliates 21
Receivables 22
Borrowings (current and non-current) 25
Payables 31
Due to a company with common directors and corporate shareholders 32
30 June 2013
116
43. Fair value of financial instruments (contd)
(a) Determination of fair value (contd)
The carrying amounts of these financial assets and liabilities are reasonable approximation of fair
values due to the relatively short term nature of these financial instruments.
The carrying amount of the current portion of borrowings are reasonable approximations of fair values
due to the insignificant impact of discounting.
The fair value of non-current loans and borrowings are estimated by discounting expected future
cash flows at market incremental lending rate for similar types of lending or borrowing arrangements
at the reporting date.
(b) Fair value hierarchy
The Group and the Company does not have classified financial instruments carried at fair value by
level of the following fair value measurement hierarchy:
i) Level 1 - Unadjusted quoted prices in active market for identical financial instrument
ii) Level 2 - Inputs other than quoted prices that are observable either directly or indirectly
iii) Level 3 - Inputs that are not based on observable market data
44. Financial risk management objectives and policies
The Groups financial risk management policy seeks to ensure that adequate financial resources are available
for the development of the Groups businesses whilst managing its interest rate risk, foreign exchange risk,
liquidity risk and credit risk. The Group operates within clearly defined guidelines that are approved by the
Board and the Groups policy is not to engage in speculative transactions.
(a) Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of the Groups and Companys
financial instruments will fluctuate because of changes in market interest rates.
The Groups and the Companys interest rate risk arises primarily from interest-bearing borrowings. As
the Groups and Companys borrowings are mainly obtained via fixed interest rates, the Group and
the Company are not exposed to any significant fluctuation in interest rate.
The investment in financial assets are mainly short term in nature and they are not held for speculative
purposes but have been mostly placed in short term deposits.
The Group has a policy to ensure that the rates obtained are competitive so as to ensure that its cost
of financing is kept at the lowest possible. The Group does not generally hedge interest rate risks.
30 June 2013
117
44. Financial risk management objectives and policies (contd)
(b) Foreign currency risk
Foreign currency risk is the risk that the fair value or future cash flows of a financial instrument will
fluctuate because of changes in foreign exchange rates.
The Group has transactional currency exposures arising from purchases that are denominated in
a currency other than the functional currency of the Group. The foreign currencies in which these
transactions are denominated are mainly US Dollars (USD).
Foreign exchange transaction risk impacting the Groups profit or loss arises both from external and
intra-group investing and funding activities. Currency risks relating to operating activities in the normal
course of business are generally not hedged.
Sensitivity analysis for foreign currency risk
The following table demonstrates the sensitivity of the Groups loss after tax to a reasonably possible
change in the exchange rates, with all other variables held constant.
Group
2013 2012
RM000 RM000
Loss after Loss after
tax tax
United States Dollar/RM - strengthened 3% -37 -45
- weakened 3% +37 +45
(c) Liquidity risk
Liquidity risk is the risk that the Group or the Company will encounter difficulty in meeting financial
obligations due to shortage of funds. The Groups and the Companys exposure to liquidity risk arises
primarily from mismatches of the maturities of financial assets and liabilities. The Groups and the
Companys objective is to maintain a balance between continuity of funding and flexibility through
the use of stand-by credit facilities.
The Group actively manages its debt maturity profile, operating cash flows and the availability of
funding so as to ensure that all repayment and funding needs are met. As part of its overall prudent
liquidity management, the Group strive to maintain sufficient levels of cash or cash convertible
investments to meet its working capital requirements.
30 June 2013
118
(c) Liquidity risk (contd)
Analysis of financial instruments by remaining contractual maturities
The table below summarises the maturity profile of the Groups and the Companys liabilities at the
reporting date based on contractual undiscounted repayment obligations.
On demand
or within One to Two to Over five
one year two years five years years Total
RM000 RM000 RM000 RM000 RM000
30 June 2013
Group
Financial liabilities:
Payables (excluding progress biling) 44,774 - - - 44,774
Borrowings 107,376 34,899 770 80 143,125
Due to affiliates 595 - - - 595
Due to a company with common
directors and corporate
shareholders 29 - - - 29
Total 152,774 34,899 770 80 188,523
Company
Payables 2,525 - - - 2,525
Borrowings 46,827 - - - 46,827
Due to affiliates 449 - - - 449
Due to a company with common
directors and corporate
shareholders 29 - - - 29
Total 49,830 - - - 49,830
30 June 2012
Group
Payables 40,542 - - - 40,542
Borrowings 128,427 626 1,174 187 130,414
Total 168,969 626 1,174 187 170,956
Company
Payables 3,144 - - - 3,144
borrowings 51,756 - - - 51,756
Total 54,900 - - - 54,900
30 June 2013
119
(d) Credit risk
Credit risks, or the risk of counterparties defaulting, is controlled by the application of credit approvals,
limits and monitoring procedures. Credit risks are minimised and monitored via strictly limiting the
Groups associations to business partners with high creditworthiness. Trade receivables are monitored
on an ongoing basis via Group management reporting procedures.
The Group does not have any significant exposure to any individual customer or counterparty nor
does it have any major concentration of credit risk related to any financial instrument.
Exposure to credit risk:
At the reporting date, the Groups and the Companys maximum exposure to credit risk is represented
by:
- The carrying amount of each class of financial assets recognised in the statements of financial
position.
- A nominal amount of RM30,000,000 (2012: RM40,000,000) relating to a corporate guarantee
provided by the Company to financial institutions for credit facilities granted to subsidiaries.
Financial assets that are neither past due nor impaired
Information regarding trade and other receivables that are neither past due nor impaired is disclosed
in Note 22. Deposits with licensed banks that are neither past due nor impaired are placed with or
entered into with reputable financial institutions with high credit ratings and no history of default.
Financial assets that are either past due or impaired
Information regarding financial assets that are either past due or impaired is disclosed in Note 22.
45. Capital management
The primary objective of the Groups capital management is to ensure that it maintains a strong credit rating
and healthy capital ratios in order to support its business and maximise shareholder value.
The Group manages its capital structure and monitors capital using a gearing ratio, which is net debt divided
by total capital plus net debt. The Groups endeavours to maintain healthy gearing ratio and regularly
monitor the gearing level to ensure compliance with loans covenant. The Group includes within net debt,
loans and borrowings, trade and other payables, less cash and bank balances. Capital includes total equity
attributable to owner of the parent.
No changes were made in the objectives, policies or processes during the years ended 30 June 2013 and
30 June 2012.
30 June 2013
120
45. Capital management (contd)
Group Company
2013 2012 2013 2012
RM000 RM000 RM000 RM000
Loans and borrowings 133,781 121,633 45,000 49,034
Trade and other payables 46,489 40,542 2,525 3,144
Less: Cash and bank balances (2,902) (5,808) (481) (344)
Net debt 177,368 156,367 47,044 51,834
Equity attributable to owners of the parent 789,222 820,695 456,922 470,498
Total capital and net debt 966,590 977,062 503,966 522,332
Gearing ratio 18% 16% 9% 10%
30 June 2013
121
46. Supplementary information
The breakdown of the accumulated losses of the Group and of the Company as at 30 June 2013 into
realised and unrealised earnings is presented in accordance with the directive issued by Bursa Malaysia
Securities Berhad dated 25 March 2010 and prepared in accordance with Guidance on Special Matter
No. 1, Determination of Realised and Unrealised Profits or Losses in the Context of Disclosure Pursuant to
Bursa Malaysia Securities Berhads Main Market Listing Requirements, as issued by the Malaysian Institute of
Accountants.
Group Company
RM000 RM000
30 June 2013
Total accumulated losses of the Company and its subsidiaries:
- Realised (809,236) (459,011)
- Unrealised (30,455) -
(839,691) (459,011)
Consolidation adjustments 673,828 -
Total accumulated losses (165,863) (459,011)
30 June 2012
Total accumulated losses of the Company and its subsidiaries:
- Realised (779,438) (452,493)
- Unrealised (30,437) 617
(809,875) (451,876)
Consolidation adjustments 666,197 -
Total accumulated losses (143,678) (451,876)
Net Book Year of
Description / Built-up Value as at Acquisition /
Properties existing use Tenure Land Area Area 30 June 2013 (Revaluation)
(acres) (sq ft) (RM000)
1) DutaLand Berhad
Lot No. 9195 Land for hotel Leasehold 99 5.00 - 7,617 2007
District of Kota development years expiring
Kinabalu in 2051
Sabah
2) Duta Grand Hotels
Sdn. Bhd.
Lot Nos. 10, 30, Land for mixed Freehold 2.12 - 330,813 1996
33, 34, 35 & 36 development
Section 45 under
Kuala Lumpur construction
3) Tegas Komposit
Sdn. Bhd.
Lot Nos. 64, 65 & 66 Land for mixed Leasehold 99 0.44 - 4,329 2001
Section 45 development years expiring
Kuala Lumpur in 2100
4) UNP Plywood
Sdn. Bhd.
NT 023140132 Plywood and Sub-leases 38.98 435,968 4,257 1997
NT 023140141 veneer 40 to 99 years
NT 023153835 complex, expiring in
NT 023191942 blockboard 2031 to 2095
NT 023192529 factory, office
Kimanis building and
District of Papar other ancillary
Sabah buildings
(20 years old)
5) Pacific Forest
Industries Sdn. Bhd.
CL 105312463 Office, plywood/ Leasehold 29.44 480,413 2,084 1996
CL 105105379 veneer factory, expiring from
CL 105331075 labour building, 2067 to 2923
CL 105346469 kiln drying
District of Tawau building, sawmill
Sabah and store
(20 years old)
6) Pertama Land &
Development Sdn.
Bhd.
Agriculture land Oil palm Leasehold 99 29,597.89 - 319,115 (2004), (2010)
District of plantation years expiring
Sandakan, Sabah from 2080 to
2088
Properties Held By The Group
as at 30 June 2013
122
as at 30 June 2013
Net Book Year of
Description/ Built-up Value as at Acquisition/
Properties existing use Tenure Land Area Area 30 June 2013 (Revaluation)
(acres) (sq ft) (RM000)
7) Rambai Realty
Sdn. Bhd.
PT9461 & PT9462 Land for Leasehold 99 1.18 - 3 2007
Mukim Tanjong commercial years expiring
Minyak development in 2106
District of Melaka
Tengah, Melaka
8) Olympia Plaza
Sdn. Bhd.
Lot No. 321 Land for mixed Freehold 0.95 - 31,540 2007
Section 63 development
Kuala Lumpur
9) M B Properties
Sdn. Bhd.
Lot No. 2097 Land for Leasehold 99 0.63 - 547 2007
Town Area residential years expiring
XXXVII (37) developments in 2085
District of Melaka
Tengah, Melaka
10) City Properties
Development
Sdn. Bhd.
Lot No. 200 & 203 Land for mixed Freehold 0.67 - 15,052 2007, 2009
Section 43 development
Kuala Lumpur
11) Salhafa Sdn.
Berhad
Lot Nos. 511 to 522 Land for Leasehold 99 1.25 - 3,533 2007
& Lot Nos. 537 to 576 commercial years expiring
Town Area development in 2094
XXXIX (39)
District of Melaka
Tengah, Melaka
Properties Held By The Group (contd)
123
Distribution Schedule of Equity Securities
ANALYSIS OF SHAREHOLDINGS
Authorised Capital : RM2,000,000,000
Issued And Paid-up Capital : RM846,118,039
Class of Share : Ordinary shares of RM1.00 each
Voting Rights : One vote per shareholder on a show of hands or one vote per ordinary share on
a poll
Number of Shareholders : 16,855
DISTRIBUTION OF SHAREHOLDINGS
Size of Holdings No. of Holders % No. of Holdings %
Less than 100 1,073 6.37 32,104 0.00
100 to 1,000 10,091 59.87 3,550,254 0.42
1,001 to 10,000 3,407 20.21 16,764,632 1.98
10,001 to 100,000 1,940 11.51 68,699,967 8.12
100,001 to 42,305,900 (less than 5% of issued shares) 338 2.00 252,600,395 29.86
42,305,901 and above (5% and above of issued shares) 6 0.04 504,470,687 59.62
16,855 100.00 846,118,039 100.00
SUBSTANTIAL SHAREHOLDERS BASED ON REGISTER OF SUBSTANTIAL SHAREHOLDERS
(Excluding bare trustees)
Direct Interest Indirect Interest
Name of Substantial Shareholder No. of Shares % No. of Shares %
1. Kenny Height Developments Sdn Bhd 238,845,715
+
28.23 - -
2. Pacific Element Sdn Bhd 52,138,012 6.16 - -
3. Tan Sri Dato Yap Yong Seong 25,600
#

^
308,532,447 * 36.46
4. Dato Yap Wee Keat 54,000
#

^
308,532,447 * 36.46
5. Yap Wee Chun 28,200
^
308,532,447 * 36.46
6. Puan Sri Datin Leong Li Nar - - 308,532,447 * 36.46
7. Duta Equities Sdn Bhd 69,602,749
+
8.23 - -
8. Seni Kasuari Sdn Bhd 111,924,211
#
13.23 - -
9. Symphony Palace Sdn Bhd 47,360,000 5.60 - -
DIRECTORS INTEREST IN ORDINARY SHARES AS PER REGISTER OF DIRECTORS
SHAREHOLDINGS
Direct Interest Indirect Interest
Name of Director No. of Shares % No. of Shares %
1. Tengku Datuk Seri Ahmad Shah Ibni
Almarhum Sultan Salahuddin Abdul Aziz Shah - - - -
2. Tan Sri Dato Yap Yong Seong 25,600
#

^
308,532,447 * 36.46
3. Yap Wee Chun 28,200
^
308,532,447 * 36.46
4. Tan Sri Dato Haji Lamin bin Haji Mohd Yunus 938,700 0.11 - -
5. Dato Yap Wee Keat 54,000
#

^
308,532,447 * 36.46
6. Cheong Wong Sang - - - -
7. Hazli bin Ibrahim - - - -
#
Held in nominee name
+
Held in own name and in nominee name
* Deemed interest through shares held by Kenny Height Developments Sdn Bhd, Duta Equities Sdn Bhd and Olympia Industries
Berhad
^
Negligible
as at 2 September 2013
124
Distribution Schedule of Equity Securities (contd)
TOP THIRTY SHAREHOLDERS AS PER RECORD OF DEPOSITORS
(without aggregating the securities from different securities accounts belonging to the same Depositors)
No. Name of Shareholder No. of Shares %
1. Kenny Height Developments Sdn Bhd 168,845,715 19.96
2. RHB Nominees (Tempatan) Sdn Bhd
OSK Capital Sdn Bhd for Seni Kasuari Sdn Bhd 111,924,211 13.23
OSK Capital Sdn Bhd for Kenny Height Developments Sdn. Bhd. 70,000,000 8.27
4. Duta Equities Sdn Bhd 54,202,749 6.41
5. Pacific Element Sdn. Bhd. 52,138,012 6.16
6. Symphony Palace Sdn Bhd 47,360,000 5.60
7. Multi-Purpose Credit Sdn Bhd 23,613,449 2.79
8. AIBB Nominees (Asing) Sdn. Bhd.
Sun Hung Kai Investment Services Limited for Long Set Investments Ltd 22,412,800 2.65
OSK Capital Sdn Bhd for Duta Equities Sdn. Bhd. 15,400,000 1.82
10. Sabah Development Bank Berhad
As Beneficial Owner 13,032,359 1.54
11. Maybank Securities Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Low Mei Loon 12,340,000 1.46
12. TASEC Nominees (Tempatan) Sdn Bhd
TA First Credit Sdn Bhd 12,000,000 1.42
13. RHB Capital Nominees (Tempatan) Sdn Bhd
RHB Bank Berhad (Account 2) 6,548,000 0.77
14. AIBB Nominees (Asing) Sdn. Bhd.
Sun Hung Kai Investment Services Limited for Katong Assets Limited 5,100,000 0.60
15. Vun Shui Moi @ Vun Siew Moi 4,381,700 0.52
16. Lim Kok Thay 4,000,000 0.47
17. Ng Lee Ling 3,800,000 0.45
18. AMSEC Nominees (Tempatan) Sdn Bhd
AmBank (M) Berhad (AD1174) 3,366,682 0.40
19. Phua Jin Hock 2,766,000 0.33
20. Ng Teng Song 2,754,200 0.32
21. Public Nominees (Tempatan) Sdn Bhd
Pledged Securities Account for Toh Heng Hwee @ Tho Pe Hwi (E-KTU) 2,713,600 0.32
Pledged Securities Account for J.V. Avenue Sdn. Bhd. 2,700,000 0.32
23. Toh Heng Hwee @ Tho Pe Hwi 2,337,500 0.28
24. Lim Seng Chee 2,265,000 0.27
125
Distribution Schedule of Equity Securities (contd)
TOP THIRTY SHAREHOLDERS AS PER RECORD OF DEPOSITORS (contd)
(without aggregating the securities from different securities accounts belonging to the same Depositors)
No. Name of Shareholder No. of Shares %
25. Chong Hung Lai 1,948,100 0.23
26. Lai Ming Chun @ Lai Poh Lin 1,778,000 0.21
27. Onn Ping Lan 1,736,185 0.20
28. UOBM Nominees (Asing) Sdn Bhd
United Overseas Bank Nominees (Pte) Ltd for Bank Of Communications Co., Ltd 1,566,409 0.18
29. Wong Hon Yee 1,557,734 0.18
30. See Hong Cheen @ See Hong Chen 1,500,000 0.18
Total 656,088,405 77.54
126
Notice of Annual General Meeting
NOTICE IS HEREBY GIVEN THAT the Forty-Sixth Annual General Meeting of DutaLand Berhad
(the Company) will be held at the Grand Prince Ballroom, Level 3, Prince Hotel & Residence Kuala Lumpur, Jalan
Conlay, 50450 Kuala Lumpur on Thursday, 31 October 2013 at 11.30 a.m. to transact the following businesses: -
AGENDA
AS ORDINARY BUSINESS
1. To receive the Audited Financial Statements for the financial year ended 30 June 2013
together with the Reports of the Directors and Auditors thereon.
Resolution 1
2. To approve the payment of Directors fees for the financial year ended 30 June 2013. Resolution 2
3. To re-elect the following Directors of the Company who are retiring by rotation pursuant
to Article 85 of the Companys Articles of Association: -
(i) Yap Wee Chun Resolution 3
(ii) Cheong Wong Sang Resolution 4
4. To consider and if thought fit, to pass the following Ordinary Resolutions in accordance with
Section 129 of the Companies Act, 1965:
(i) THAT Tan Sri Dato Yap Yong Seong, retiring in accordance with Section 129 of the
Companies Act, 1965, be and is hereby re-appointed as a Director of the Company
to hold office until the conclusion of the next Annual General Meeting of the
Company.
Resolution 5
(ii) THAT Tan Sri Dato Haji Lamin bin Haji Mohd Yunus, retiring in accordance with
Section 129 of the Companies Act, 1965, be and is hereby re-appointed as a Director
of the Company to hold office until the conclusion of the next Annual General
Meeting of the Company.
Resolution 6
5. To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the
Directors of the Company to fix their remuneration.
Resolution 7
AS SPECIAL BUSINESS
To consider and, if thought fit, to pass with or without any modifications, the following Ordinary
Resolutions :
6. AUTHORITY TO ISSUE SHARES PURSUANT TO SECTION 132D OF COMPANIES ACT, 1965 Resolution 8
THAT pursuant to Section 132D of the Companies Act, 1965 and subject to the approval
of the relevant authorities, the Directors of the Company be and are hereby empowered
to issue shares in the Company, at any time and upon such terms and conditions and for
such purposes as the Directors may, in their absolute discretion, deem fit, provided that the
aggregate number of shares issued pursuant to this Resolution does not exceed 10% of the
issued capital of the Company for the time being AND THAT the Directors of the Company
be and are also empowered to obtain the approval for the listing of and quotation for
the additional shares so issued on Bursa Malaysia Securities Berhad AND FURTHER THAT
such authority shall continue to be in force until the conclusion of the next Annual General
Meeting of the Company.
127
Notice of Annual General Meeting (contd)
7. PROPOSED RENEWAL OF SHAREHOLDERS MANDATE FOR EXISTING RECURRENT RELATED PARTY
TRANSACTIONS OF A REVENUE OR TRADING NATURE AND PROPOSED RENEWAL OF GENERAL
MANDATE FOR RECURRENT RELATED PARTY TRANSACTIONS IN RELATION TO PROVISION OF
FINANCIAL ASSISTANCE
Resolution 9
THAT subject always to the Main Market Listing Requirements of Bursa Malaysia Securities
Berhad, approval be and is hereby given for the renewal of the shareholders mandate
for the Company and its subsidiaries (DutaLand Group) to enter into and give effect
to specified recurrent related party transactions of a revenue or trading nature of the
DutaLand Group with specified related parties as set out in Section 2.3.1 of Part B of the
Circular to Shareholders dated 8 October 2013 and also for the renewal of the general
mandate for the Company to enter into the recurrent related party transactions in relation
to the provision of financial assistance as set out in Section 2.3.2 of Part B of the Circular
to Shareholders dated 8 October 2013 which are necessary for the day-to-day operations
of the DutaLand Group in the ordinary course of business and are carried out at arms
length basis on normal commercial terms of the DutaLand Group and on terms not more
favourable to the related parties than those generally available to the public and are not
detrimental to the minority shareholders of the Company and such approval shall continue
to be in force until:
(i) the conclusion of the next Annual General Meeting of the Company, at which time
the said authority will lapse unless the authority is renewed by a resolution passed at a
general meeting of the Company; or
(ii) the expiration of the period within which the next Annual General Meeting after the
date it is required to be held pursuant to Section 143(1) of the Companies Act, 1965
(Act) [but shall not extend to such extension as may be allowed pursuant to Section
143(2) of the Act]; or
(iii) revoked or varied by a resolution passed by the shareholders of the Company in a
general meeting,
whichever is the earlier,
AND THAT authority be and is hereby given to the Directors of the Company to complete
and do all such acts and things as they may consider necessary or expedient in the best
interest of the Company (including executing all such documents as may be required) to
give effect to the transactions contemplated and/or authorised by this Ordinary Resolution.
8. To transact any other business of which due notice shall have been given.
BY ORDER OF THE BOARD
PANG SIOK TIENG (MAICSA 7020782)
LIM YOKE SI (MAICSA 0825971)
Chartered Secretaries
Kuala Lumpur
8 October 2013
128
Notice of Annual General Meeting (contd)
Notes:
1. A proxy need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not
apply to the Company. There shall be no restriction as to the qualification of the proxy.
2. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the
time appointed for holding the meeting or adjourned meeting thereof.
3. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the General Meeting provided that,
(a) where a member is an Authorised Nominee, it may appoint up to two (2) proxies in respect of each Securities Account it holds
with ordinary shares of the Company standing to the credit of the said securities account; or
(b) where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial
owners in one Securities Account (omnibus account), there is no limit to the number of proxies which the Exempt Authorised
Nominee may appoint in respect of each omnibus account it holds.
Where a member appoints two (2) proxies (as the case may be), to attend a General Meeting, the appointments shall be invalid
unless he specifies the proportions of his holdings to be represented by each proxy.
4. If the appointor is a corporation, the form of proxy must be executed under its Common Seal or under the hand of its attorney.
5. For purposes of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia
Depository Sdn Bhd to make available to the Company pursuant to Article 51(B) of the Articles of Association of the Company
and Paragraph 7.16(2) of the Main Market Listing Requirements (MMLR) of Bursa Malaysia Securities Berhad (Bursa Securities),
a Record of Depositors as at 23 October 2013 and only a Depositor whose name appears on such Record of Depositors shall be
entitled to attend this meeting.
6. Explanatory Notes:
Resolution 2
The proposed payment of Directors fees of RM144,000 for Independent Directors of the Company who have served during the
financial year is reflective of their responsibilities. The proposed payment, if approved by the shareholders of the Company shall
be for the financial year ended 30 June 2013 and for each year thereafter, shall be determined by the Company in a general
meeting.
Resolutions 4 & 6
Notwithstanding that both YBhg Tan Sri Dato Haji Lamin bin Haji Mohd Yunus and Mr Cheong Wong Sang being the Independent
Directors of the Company, have exceeded the tenure of nine (9) years of service on the Board (as recommended by the
Malaysian Code on Corporate Governance), the Board upon the recommendation of the Nomination Committee, supports their
retention as Independent Directors of the Company premised on the following: -
(a) they have no interest or ties in the Company that could adversely affect independent and objective judgement and place
the interest of the Company above all other interests;
(b) they have met the criteria for independence as set out in Chapter 1 of the MMLR of Bursa Securities;
(c) they continue to remain objective and are able to exercise independent judgement in expressing their views and in
participating in deliberations and decision making of the Board and Board Committees in the best interest of the Company;
and
(d) they exercise due care as Independent Directors of the Company and carries out their professions and fiduciary duties in the
interest of the Company and shareholders.
Resolution 8
The Ordinary Resolution 8 proposed under item 6 is for the purpose of seeking a renewal of the general mandate to empower
the Directors of the Company pursuant to Section 132D of the Companies Act, 1965, from the date of this meeting, to issue and
allot ordinary shares from the unissued share capital of the Company for such purposes as the Directors of the Company consider
would be in the interest of the Company. This authority will, unless revoked or varied at a general meeting, expire at the next
Annual General Meeting of the Company.
This authority will provide flexibility to the Company for allotment of shares for any possible fund raising activities, including but not
limited to placement of shares, funding future investment(s) and/or working capital.
As at the date of this Notice, the Company did not implement its proposal for new allotment of shares under the general mandate
pursuant to Section 132D of the Companies Act, 1965 as granted at the Forty-Fifth Annual General Meeting of the Company held
on 24 October 2012.
Resolution 9
The Ordinary Resolution 9 proposed under item 7 of the Agenda, if passed, will allow the Company and/or any of its subsidiaries
(DutaLand Group) and related companies to enter into recurrent related party transactions of a revenue or trading nature
and to provide financial assistance which are necessary for the day-to-day operations of the DutaLand Group with the related
parties. This authority, unless revoked or varied by the Company in general meeting, will expire at the conclusion of the next
Annual General Meeting, or the expiration of the period within which the next Annual General Meeting is required by law to be
held, or revoked or varied by a resolution passed by the shareholders of the Company in general meeting, whichever is earlier.
Shareholders are directed to refer to Part B of the Circular to Shareholders dated 8 October 2013 for further information.
129
Statement Accompanying
Notice of Annual General Meeting
Pursuant to Paragraph 8.27(2) of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad, there
are no individuals who are standing for election at the Forty-Sixth Annual General Meeting.
130
DutaLand Berhad (7296-V)
* I/We
* NRIC/Passport/Company No. Mobile Phone No.:
Address :
being a member of DutaLand Berhad (the Company) hereby appoint: -
1. Name of Proxy : NRIC No. :
Address :
No. of Shares Represented :
*or failing * him/her,
2. Name of Proxy : NRIC No. :
Address :
No. of Shares Represented :
or failing * him/her, the Chairman of the Meeting as * my/our Proxy to vote for * me/our behalf at the Forty-Sixth Annual
General Meeting of the Company to be held at the Grand Prince Ballroom, Level 3, Prince Hotel & Residence Kuala
Lumpur, Jalan Conlay, 50450 Kuala Lumpur on Thursday, 31 October 2013 at 11.30 a.m. and at any adjournment thereof.
RESOLUTION ORDINARY BUSINESS FOR AGAINST
1 Receipt of Audited Financial Statements for the financial year ended 30 June 2013
and the Reports of the Directors and Auditors thereon
2 Approval of payment of Directors fees
3 Re-election of Yap Wee Chun as Director
4 Re-election of Cheong Wong Sang as Director
5 Re-appointment of Tan Sri Dato Yap Yong Seong as Director
6 Reappointment of Tan Sri Dato Haji Lamin bin Haji Mohd Yunus as Director
7 Re-appointment of Messrs Ernst & Young as Auditors and authority to the Directors
to fix the Auditors remuneration
SPECIAL BUSINESS
8 Ordinary Resolution :
Authority To Issue Shares Pursuant To Section 132D Of Companies Act, 1965
9 Ordinary Resolution :
Proposed Renewal Of Shareholders Mandate For Existing Recurrent Related Party
Transactions Of A Revenue Or Trading Nature And Proposed Renewal Of General
Mandate For Recurrent Related Party Transactions In Relation To Provision Of
Financial Assistance
(Please indicate with an X in the appropriate box against the resolution on how you wish your proxy to vote.
If no instruction is given, this form will be taken to authorise the proxy to vote at his/her discretion)
Signed this __________________ day of __________________ 2013.
________________________________________
Signature / Common Seal of Shareholder
Notes
1. A proxy need not be a member of the Company and the provision of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company.
There shall be no restriction as to the qualification of the proxy.
2. The instrument appointing a proxy must be deposited at the Registered Office of the Company not less than 48 hours before the time appointed for holding
the meeting or adjourned meeting thereof.
3. A member shall not be entitled to appoint more than two (2) proxies to attend and vote at the General Meeting provided that,
(a) where a member is an Authorised Nominee, it may appoint up to two (2) proxies in respect of each Securities Account it holds with ordinary shares of
the Company standing to the credit of the said securities account; or
(b) where a member is an Exempt Authorised Nominee which holds ordinary shares in the Company for multiple beneficial owners in one Securities
Account (omnibus account), there is no limit to the number of proxies which the Exempt Authorised Nominee may appoint in respect of each
omnibus account it holds.
Where a member appoints two (2) proxies (as the case may be), to attend a General Meeting, the appointments shall be invalid unless he specifies the
proportions of his holdings to be represented by each proxy. If the appointor is a corporation, the form of proxy must be executed under its Common Seal
or under the hand of its attorney.
4. For purposes of determining who shall be entitled to attend this meeting, the Company shall be requesting Bursa Malaysia Depository Sdn Bhd to make
available to the Company pursuant to Article 51(B) of the Articles of Association of the Company and Paragraph 7.16(2) of the Main Market Listing
Requirements of Bursa Malaysia Securities Berhad, a Record of Depositors as at 23 October 2013 and only a Depositor whose name appears on such
Record of Depositors shall be entitled to attend this meeting.
* Delete where not applicable
Form of Proxy
CDS account no. of
authorised nominee
No. of
Shares held
#
Fold here
Fold here
The Chartered Secretaries
No. 8, Jalan Raja Chulan
50200 Kuala Lumpur
Malaysia.
AFFIX
STAMP
No 8, Jalan Raja Chulan
50200 Kuala Lumpur
T: +603 2072 3993
F: +603 2072 3996
E: dutaland@dutaland.com.my

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