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Notice of Annual General Meeting 2 Statement Accompanying Notice of Annual General Meeting 3 Group Corporate Structure 4 Audit Committee Report 5 Corporate Governance Statement 8 Corporate Information 11 Board of Directors 12 Executive Chairman's Statement 16 Group Managing Director’s Review of Operations 18 Share Performance Chart 21 Group Five-Year Summary 22 Group Financial Calendar 23 Group Financial Highlights 23 Calendar of Events 2000/2001 24 Responsibility Statement by the Board of Directors 30 Financial Statements 31 Analysis of Shareholdings 80 Additional Information on Shareholders 81 List of Group Properties 83 Group Corporate Directory 85 Proxy Form Contents Corporate Vision We will be the leading global corporation in all our core businesses, attaining regional excellence in our added commercial and high-tech investments, recognised for our high standards of quality, products and services. Corporate Mission Statement To be a world class organisation achieving corporate excellence. To be the best in our industry, committed to nation building, adding values to our resources and processes with innovative technology. To be a responsible corporate citizen, committed to the highest quality standards with dedication, loyalty and integrity from our people for all stakeholders Cover Rationale The cover conveys the confidence and growth that characterises the achievements of the Bina Puri Group of Companies. Bold structures that rise in triumph symbolise the positive performance chalked up by the Group through its policies of consolidation. The depiction of the core businesses of the Group reflects a re-focusing of core strengths in enhancing shareholder and asset value.

achievements of the Bina Puri Group Contentslibapps2.nus.edu.sg/nus_hl/binapuri2001.pdfTo be a world class organisation achieving corporate excellence. To be the best in our industry,

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Notice of Annual General Meeting 2

Statement Accompanying Notice ofAnnual General Meeting 3

Group Corporate Structure 4

Audit Committee Report 5

Corporate Governance Statement 8

Corporate Information 11

Board of Directors 12

Executive Chairman's Statement 16

Group Managing Director’s Review of Operations 18

Share Performance Chart 21

Group Five-Year Summary 22

Group Financial Calendar 23

Group Financial Highlights 23

Calendar of Events 2000/2001 24

Responsibility Statement bythe Board of Directors 30

Financial Statements 31

Analysis of Shareholdings 80

Additional Information on Shareholders 81

List of Group Properties 83

Group Corporate Directory 85

Proxy Form

ContentsCorporateVisionWe will be the leading globalcorporation in all our corebusinesses, attaining regionalexcellence in our addedcommercial and high-techinvestments, recognised forour high standards of quality,products and services.

Corporate MissionStatementTo be a world class organisationachieving corporate excellence.

To be the best in our industry,committed to nation building,adding values to our resourcesand processes with innovativetechnology.

To be a responsible corporatecitizen, committed to the highestquality standards with dedication,loyalty and integrity from ourpeople for all stakeholders

Cover RationaleThe cover conveys the confidenceand growth that characterises theachievements of the Bina Puri Groupof Companies. Bold structures thatrise in triumph symbolise the positiveperformance chalked up by the Groupthrough its policies of consolidation.The depiction of the core businessesof the Group reflects a re-focusing ofcore strengths in enhancingshareholder and asset value.

Notice of Annual General Meeting

2 BINA PURI HOLDINGS BHD. (207184-X)

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

1. To receive the Audited Accounts for the year ended 31

December 2001 and the Reports of Directors and Auditors

thereon.

2. To re-elect Y.Bhg. Tan Sri Datuk Tee Hock Seng, JP who retires

pursuant to Paragraph 7.28 of the Listing Requirements of the

Kuala Lumpur Stock Exchange.

3. To re-elect the following Directors who retire pursuant to Article

80 of the Company’s Articles of Association:

3.1 Mr. Tee Hock Hin

3.2 Mr. Ng Chai Tee, JP

4. To re-elect the following Directors who retire pursuant to Article

87 of the Company’s Articles of Association:

4.1 En. Khalid Bin Sufat

4.2 Mr. Lim Joo Kiat

5. To re-appoint Messrs Moores Rowland as Auditors of the

Company and to authorise the Directors to fix their

remuneration.

6. To transact any other business of which due notice shall have

been given in accordance with the Companies Act, 1965.

By Order Of The Board

Toh Gaik BeeGroup Company Secretary

Selangor Darul Ehsan

5 June 2002

NOTICE IS HEREBY

GIVEN that the Eleventh

Annual General Meeting

of the Company will be

held at Ground Floor,

Wisma Bina Puri, 88,

Jalan Bukit Idaman 8/1,

Bukit Idaman, 68100

Selayang, Selangor Darul

Ehsan on Thursday, 27

June 2002 at 10:00 a.m. to

transact the following

businesses:-

(Resolution 1)

(Resolution 2)

(Resolution 3)

(Resolution 4)

(Resolution 5)

(Resolution 6)

(Resolution 7)

Note:APPOINTMENT OF PROXY

A proxy may but 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. The instrument

appointing such proxy must be deposited at the Registered Office of the Company at

Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor

Darul Ehsan not less than forty-eight (48) hours before the time appointed for holding the

meeting.

Statement Accompanying Notice ofAnnual General Meeting(Pursuant to Paragraph 8.28(2) of the Listing Requirements of KLSE)

3BINA PURI HOLDINGS BHD. (207184-X)

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

The Board met four times during the financial year ended 31 December 2001. All the meetings were heldat Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsan.

The date and time of the Board Meetings are as follows :-

Meeting Date Time

First Board Meeting for 2001 26 February 2001 11:50 a.m.(Monday)

Second Board Meeting for 2001 25 May 2001 4:00 p.m.(Friday)

Third Board Meeting for 2001 29 August 2001 10:00 a.m.(Wednesday)

Fourth Board Meeting for 2001 27 November 2001 10:00 a.m.(Tuesday)

The profile of the following Directors who are standing for re-election and the attendance of each at theBoard Meetings held during the financial year are set out in pages 38 to 78 of the Annual Report.

i. YBhg. Tan Sri Datuk Tee Hock Seng, JP (Resolution 2)ii. Mr. Tee Hock Hin (Resolution 3)iii. Mr. Ng Chai Tee, JP (Resolution 4)iv. En. Khalid Bin Sufat (Resolution 5)v. Mr. Lim Joo Kiat (Resolution 6)

Group Corporate Structure

4 BINA PURI HOLDINGS BHD. (207184-X)

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

Bina Puri ConstructionSdn. Bhd. (181471-P) 100%

Lebuhraya AssamjawaTaman Rimba Bhd.(409881-W) 60%

Sungai Long PlasterIndustries Sdn. Bhd.(386217-U) 90%

PNSB-Sungai Long Sdn. Bhd. (245505-V)

50%

DPBS-Sungai Long (Sabah) Sdn. Bhd.(318280-P) 80%

Dapat Tahana Sdn. Bhd. (230501-W)

70%

Juara Belia Sdn. Bhd.(328915-K) 70%

SLM GabunganSdn. Bhd. (241410-D) 50%

Konsortium Bina Puri – PanzanaPanzana Enterprise Sdn. Bhd.(383940-P) 51%

Konsortium Bina Puri –Panzana(Nilai) Sdn. Bhd.(453355-P) 40%

Sungai Long Bricks Sdn. Bhd. (332315-X)

100%

Sungai Long Industries Sdn. Bhd. (198655-D) 51%

KM Road SpecialistSdn. Bhd. (409313-T)

100%

Hamay Glass Sdn.Bhd. (85650-M) 65%

KM Quarry Sdn. Bhd.(409397-V) 70%

Maskimi PolyolSdn. Bhd. (405559-D)

90%

Maskimi VentureSdn. Bhd. (377437-V)

100%

Maskimi Sdn. Bhd.(107999-M) 100%

Gugusan MurniSdn. Bhd. (231371-T)

51%

Aksi Bina PuriSdn. Bhd. (426300-V)

70%

B I N A P U R I H O L D I N G S B H D .( 2 0 7 1 8 4 - X )

ConstructionDivision

Manufacturing /Quarry Division

PropertyDevelopmentDivision

OtherActivities

Bina Puri HG CorporationSdn. Bhd. (212673-H) 60%

Bina Puri HG-Power Sdn. Bhd.(260433-H) 60%

Bina Puri Plantation Sdn. Bhd.(426625-P) 100%

Bina Puri Cambodia Ltd.100%

Bina Puri HG CPBSdn. Bhd. (207253-K)

100%

Latar Project Management Sdn. Bhd.(409396-U) 60%

Karseng Industries &Engineering Sdn. Bhd.(163448-U) 70%

Easy Mix Sdn. Bhd.(242217-D) 100%

Easicrete PrecastSdn. Bhd. (246157-M)

100%

Bina Puri Sdn. Bhd.(23296-X) 100%

Ideal Heights Properties Sdn. Bhd. (127701-D)

12%

Bina Puri MachinerySdn. Bhd. (250807-M)

100%

Audit Committee Report

5BINA PURI HOLDINGS BHD. (207184-X)

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

Members ofthe Committee

• En. Yusuf Khan Bin Ghows Khan, Chairman• Y. Bhg. Dato’ Anad Krishnan a/l Muthusamy

(resigned on 7 August 2001)• En. Khalid Bin Sufat

(appointed on 15 August 2001)• Mr. Lim Joo Kiat

(appointed on 26 December 2001)• Mr. Ng Chai Tee, JP

Designation inthe Company

• Independent Non-Executive Director• Independent Non-Executive Director

• Independent Non-Executive Director

• Independent Non-Executive Director

• Non-Executive Director

Composition

(a) The Audit Committee shall be appointed by the Directors from amongst their numbers via a Directors’ resolution and shall consist of not less than three (3) members of whom a majority shall be Independent Directors.

(b) At least one member of the Audit Committee must be a member of the Malaysian Institute of Accountants (“MIA”) or any other equivalent qualifications recognised by the MIA.

(c) In the event of any vacancy in the Audit Committee, the Directors shall within 3 months of that event, appoint such new members to make up the minimum number of 3 members.

(d) An alternate Director shall not be appointed as a member of the Audit Committee.

Chairman

The members of the Audit Committee shall elect a Chairman from amongst themselves who shall be an Independent Director. All members of the Audit Committee, including the Chairman, will hold office only so long as they serve as Director of the Company.

Attendance at Meetings

The quorum of the Audit Committee shall consist of a majority of Independent Directors and shall not be less than two. The Committee may require the attendance of any management staff from Finance / Accounts department or other departments as it may deem necessary together with a representative or representatives from the External Auditors.

Secretary

The Group Company Secretary shall be the Secretary of the Committee.

Frequency of Meetings

Meetings shall be held not less than four times a year. The external auditors may request a meeting if they consider it necessary.

Audit Committee Report

6 BINA PURI HOLDINGS BHD. (207184-X)

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

During the financial year ended 31 December 2001, the Committee met a total of 7 times. The attendance of eachmember of the Audit committee are as follows :-

Authority

The Committee is authorised by the Board to investigate any activities within its terms of reference. It is also authorised to seek any information it requests from any employees and all employees are directed to co-operate with requests made by the Committee.

The Committee is authorised by the Board to obtain outside legal or independent professional advice and to secure the attendance of outsiders with relevant experience and expertise if it considers necessary.

Functions

The functions of the Committee shall be:-(a) to review with the auditor, the audit plan and reports;(b) to review with the auditor, his evaluation of the system of internal accounting

controls;(c) to review the assistance given by the Company’s officers to the auditor;(d) to review the financial statements of the Company and of the Group before

submitting to the Board for approval;(e) to review the internal audit programme, processes, the results of the internal audit

programme, processes or investigations undertaken and whether or not appropriate action is taken on the recommendations of the internal audit function;

(f) to review the quarterly results and year end financial statements, prior to the approval by the board of directors, focusing particularly on :-(i) changes in or implementation of major accounting policy changes;(ii) significant and unusual events; and(iii) compliance with accounting standards and other legal requirements.

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

(h) to nominate and consider the appointment of external auditors, the audit fee and any questions of resignation or dismissal;

(i) to consider any other functions as may be agreed to by the Committee and the Board of Directors.

Audit Committee member

En. Yusuf Khan Bin GhowsKhan

YBhg. Dato’ Anad Krishnana/l Muthusamy(Resigned on 7 August 2001)

En. Khalid Bin Sufat(Appointed on 15 August 2001)

Mr. Lim Joo Kiat(Appointed on 26 December 2001)

Mr. Ng Chai Tee, JP

Designation

Independent Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Independent Non-Executive Director

Non-Executive Director

No. of meetings attended

7/7

1/2

5/5

1/1

7/7

7BINA PURI HOLDINGS BHD. (207184-X)

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

Reporting Procedure

The Secretary shall circulate the minutes of the meetings of the Committee to all members of the Board.

Summary of activities of the Audit Committee

(a) Reviewed the auditor’s audit plan and report for the year;(b) Reviewed the auditor’s evaluation of the system of internal accounting controls;(c) Considered and recommended to the Board for approval of the audit fees payable;(d) Reviewed the internal audit reports, recommendations, programmes and plans for the year under review and

management’s response;(e) Reviewed the annual report and audited financial statements of the Company and the Group prior to the

submission to the Board for their consideration and approval. The review was to ensure that the audited financial statements were drawn up in accordance with accounting standards and other legal requirements;

(f) Reviewed the quarterly unaudited financial results announcements before recommending them for Board’s approval;

(g) Reviewed related party transactions that may arise within the Company or the Group.

Internal Audit Function

The Company has outsourced the internal audit function froma professional firm to assist the Audit Committee indischarging its duties and responsibilities. The role of theinternal audit is to develop an overall risk policy and riskmanagement framework for the Group. It is also involved inthe recommendation of control activities to manage suchidentified risk.

Corporate Governance Statement

8 BINA PURI HOLDINGS BHD. (207184-X)

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

The Board supports the recommendation of the Malaysian Code of Corporate Governance(“Code”) issued by the Finance Committee on Corporate Governance. The Code sets outprinciples and best practices on structures and processes that companies may use in theiroperations towards achieving the optimal governance framework. Currently, the Board isevaluating the status of the procedures and is implementing the Code’s best practices.

1. DIRECTORS

Bina Puri Holdings Bhd. (“BPHB”) is led by and managed by an effective Board comprising members with a wide range of business, legal, financial and technical experience.

(a) Composition

The Board’s composition represents a mix of knowledge, skills and expertise vital to the successful direction of the Group.

The Board has a balance of Executive and Non-Executive Directors. It consists of an Executive Chairman, a Group Managing Director, a Founder Director and six Non-Executive Directors, three of whom are independent. There is a clear division of duties between the Executive Chairman and Group Managing Director of the Company. BPHB has complied with the KLSE Listing Requirements on board composition.

(b) Board Meetings

The Board meets ordinarily four times per year with additional meetings being convened where necessary. For the financial year 2001, the Board met 4 times. The details of the meetings are disclosed below.

Attendance at Board Meetings

YBhg. Dato’ Mohamed Feisal bin Ibrahim 4/4YBhg. Tan Sri Datuk Tee Hock Seng, JP 4/4Dr. Tan Cheng Kiat 3/4Mr. Tee Hock Hin 4/4Mr. Tay Hock Lee 3/4Mr. Ng Chai Tee, JP 4/4En. Yusuf Khan bin Ghows Khan 3/4YBhg. Dato’ Anad Krishnan a/l Muthusamy (Resigned on 7 August 2001) 2/2En. Khalid bin Sufat (Appointed on 15 August 2001) 2/2Mr. Lim Joo Kiat (Appointed on 26 December 2001) -

(c) Appointments and Re-election of the Board of Directors

The Board is responsible for the appointments of Directors. It has formulated the terms of reference of the Nomination Committee and has identified the composition of the Committee members.

All directors shall retire from office at least once every three years at each Annual General Meeting but shall be eligible for re-election pursuant to the KLSE Listing Requirements.

(d) Group Executive Committee

The Group Executive Committee was established in January 1997. Its members consist of Executive Directors. The Group Executive Committee facilitates timely and appropriate decision-making within the framework of achieving the Corporate Vision and Mission of Bina Puri Group.

DirectorsNo. of meetings

attended

9BINA PURI HOLDINGS BHD. (207184-X)

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

(e) Audit Committee

The Audit Committee was established in June 1995. Please refer to the Audit Committee report on page 5.

(f) Nomination Committee

The Board has set up a Nomination Committee represented by Non-Executive Directors, all of whom are independent. The Nomination Committee would be responsible to nominate to the Board individuals as Directors and asses the directors on an on-going basis to exercise effectiveness in the decision making of the Directors.

(g) Remuneration Committee

The Board has set up a Remuneration Committee comprising Non-Executive Directors as majority. The Remuneration Committee would be responsible to recommend to the Board the remuneration packages of the Directors. The Directors concerned shall abstain from voting in respect of the individual’s remuneration.

The details of remuneration of Directors during the financial year ended 31 December 2001 are as follows :-

i. Aggregate remuneration of Directors categorised into appropriate components :-

ii. No. of Directors whose remuneration falls into the following bands :-

(h) Directors’ Training

All members of the Board have completed the Mandatory Accreditation Programme prescribed by the KLSE. The Board is encouraged to attend continuous education programme to keep abreast with the latest development of corporate governance.

2. SUPPLY OF INFORMATION

All Board Members are provided with Board Papers, which include operational, financial and Corporate Information to enable the Board to discharge its duties effectively.

The Directors have access to the advice and services of the Group Company Secretary and Senior Management.

In RM’000

ExecutiveDirectors

Non-ExecutiveDirectors

Salaries

556

248

804

Fees

12

61

73

Bonus &Incentives

-

-

-

Benefits-in-kind

40

46

86

Total

608

355

963

Range of Remuneration

0 to RM50,000

RM50,001 to RM100,000

RM100,001 to RM150,000

RM150,001 to RM200,000

RM200,001 to RM250,000

No. of DirectorsNon-Executive

4

2

-

-

1

Executive

-

-

1

-

2

Corporate Governance Statement

10 BINA PURI HOLDINGS BHD. (207184-X)

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

3. ACCOUNTABILITY AND AUDIT

(a) Financial Reporting

The Board aims to present a balanced and understandable assessment of the Group’s position and prospects. The Company has used appropriate accounting policies, consistently applied and supported by reasonable judgements and estimates.

A Statement by Directors of their responsibilities in preparing the financial statements is set out on pages 32 to 79 (except Auditor’s Report) of the Annual Report .

(b) Internal Control

The Board of Directors acknowledge its responsibility, through the Audit Committee, to maintain a sound system of internal control reviewing not only financial controls but also operational and compliance controls as well as risk management of Bina Puri Group of Companies.

To effectively discharge its responsibilities, the board is in the process of establishing a formalised risk management system, incorporating sound structural and implementation strategies, to manage the business risks and review the effectiveness of overall system of internal control.

The scope of system review includes:

(i) An overall assessment on significant or material risks and how they have been identified evaluated and managed.

(ii) Opinion on the effectiveness of the related system of internal control in managing the significant risks, including any significant control failures or weaknesses, that may have a material impact on the Company’s financial position.

(iii) Map out the necessary actions to be taken promptly, to remedy any significant control failures or weaknesses.

(iv) Consider whether the findings indicate a need for more extensive monitoring of the system of internal control.

Nevertheless, this system is designed to mitigate, rather than eliminate, the risk of failure to achieve business objectives and can only provide reasonable, and not absolute, assurance against material misstatement or loss.

(j) Relationship with Auditors

The functions of the Audit Committee in relation to the external auditors are disclosed in pages 5 to 7 of the Annual Report.

4. SHAREHOLDERS’ COMMUNICATION AND INVESTOR RELATIONS

(a) Dialogues with Investors

The Board recognises the importance of effective communications with its shareholders and investors. The information of the Company is communicated to them through the following:-

(i) The Annual Report(ii) The various disclosures and announcements made to the KLSE including the Quarterly Results and Annual

Results ; and(iii) BPHB’s website at http://www.binapuri.com

(b) Annual General Meeting

The notice of Annual General Meeting is sent out to the shareholders at least 21 days before the date of the meeting.

The Annual General Meeting serves as a principle forum for dialogue with shareholders. Extraordinary General Meetings are held as and when required.

Corporate Information

11BINA PURI HOLDINGS BHD. (207184-X)

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

Board of Directors

Y. Bhg. Dato’ Mohamed Feisal Bin IbrahimExecutive Chairman

Y. Bhg. Tan Sri Datuk Tee Hock Seng, JPGroup Managing Director

Dr. Tony Tan Cheng KiatFounder Director

Mr. Henry Tee Hock HinNon-Executive Director

Mr. Ng Chai Tee, JPNon-Executive Director

Mr. Tay Hock LeeNon-Executive Director

En. Yusuf Khan Bin Ghows KhanIndependent Non-Executive Director

En. Khalid Bin SufatIndependent Non-Executive Director

Mr. Lim Joo KiatIndependent Non-Executive Director

Group Company Secretary

Toh Gaik Bee

Registered Office

Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1 Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel: 03-6136 3333 Fax: 03-6136 9999E-mail: [email protected]: http://www.binapuri.com

Domicile

Malaysia

Legal Form and Place ofIncorporation

Public listed company limited by way of sharesincorporated in Malaysia under the CompaniesAct, 1965

Share Registrar

Systems & Securities Sdn. Bhd. (17394-P)Wisma Selangor Dredging, 6th Floor, South Block142-A, Jalan Ampang, 50450 Kuala LumpurTel: 03-2161 5466 Fax: 03-2163 6968

Auditors

Messrs Moores Rowland

Principal Bankers

Malayan Banking Berhad (3813-K)RHB Bank Berhad (6171-M)Affin Bank Berhad (25046-T)Bumiputra-Commerce Bank Berhad (13491-P)Malaysian International Merchant

Bankers Berhad (10209-W)

Stock Exchange Listing

The Main Board of the Kuala Lumpur StockExchange

Board of Directors

12 BINA PURI HOLDINGS BHD. (207184-X)

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

Dato’ Mohamed Feisal Bin IbrahimExecutive Chairman Dato' Mohamed Feisal Bin Ibrahim, Malaysian, aged 52, was appointed Executive Chairman ofBina Puri Holdings Bhd. ("BPHB") on 1 November 1998. He has been a member of the Board since 1 July 1996. Hegraduated in 1974 with a Bachelor of Economics (Hons) from the University of Malaya. Dato' Mohamed Feisal has hadan established career with the Ministry of International Trade and Industry ("MITI") for 16 years from 1974 to 1990. Hehas held several key positions in MITI, his last being that of a Malaysian Trade Commissioner in Austria from 1982 to1989. In 1990, he ventured into private business. Dato' Mohamed Feisal also sits on the Board of various companies.

As at 30 April 2002, he held 1,100,000 ordinary shares of BPHB and did not have any securities holdings in anysubsidiaries of BPHB.

Except for recurrent related party transactions of revenue nature which are necessary for day-to-day operations of BPHBand its subsidiaries and for which Dato' Mohamed Feisal is deemed to be interested as disclosed on page 34 of theAnnual Report, there are no other business arrangements with BPHB in which he has personal interests.

Dato' Mohamed Feisal is the Chairman of the Group Executive Committee and a member of the RemunerationCommittee.

Dato' Mohamed Feisal attended all four Board meetings held during the financial year ended 31 December 2001.

Tan Sri Datuk Tee Hock Seng, JPGroup Managing Director Tan Sri Datuk Tee Hock Seng, JP, Malaysian, aged 53, was appointed to the Board on 5thNovember 1990 and was subsequently appointed as the Group Managing Director on 22nd November 1994. He is anexperienced entrepreneur with more than 30 years business acumen in trading, construction and development. Tan SriDatuk Tee is responsible for the day-to-day operations of the group.

Presently, Tan Sri Datuk Tee is the Director of Malaysian Industry-Government Group for High-Technology ("MiGHT") andMalaysian South-South Corporation Berhad ("MASSCORP"), Country Director of Cambodia, Laos PDR and Micronesiaof MASSCORP, Exco member of Malaysia South-South Association ("MASSA"), Managing Director of MASSCORPTrading Sdn Bhd, Vice President of Master Builders Association Malaysia ("MBAM") and President of the Selangor &Federal Territory Building Association.

He serves as the Vice President of the Federal Territory State Liaison Committee, Malaysian Chinese Association("MCA"), Advisor to the MCA Cheras Division and Chairman of MCA, Taman Yulek Branch, Cheras. He is also theChairman of Confucian Secondary School, ELIM Chapel, ELIM Rehabilitation Centre, Kuala Lumpur Eng Choon HoeyKuan, the Honorary Chairman of Young Malaysians Movement ("YMM"), Xiang Lian Youth Association, the Federation ofXing Yang Associations of Malaysia, Tung Shin Hospital, Chinese Maternity Association, Kuala Lumput, Director ofConfucian Private Secondary School and Council Member of Malaysian Bible Seminary.

As at 30 April 2002, he held 3,173,713 ordinary shares of BPHB and did not have any securities holdings in anysubsidiaries of BPHB.

Except for recurrent related party transactions of revenue nature which are necessary for day-to-day operations of BPHBand its subsidiaries and for which Tan Sri Datuk Tee is deemed to be interested as disclosed on pages 33 and 34 of theAnnual Report, there are no other business arrangements with BPHB in which he has personal interests.

Tan Sri Datuk Tee is a member of the GroupExecutive Committee and RemunerationCommittee.

Tan Sri Datuk Tee attended all four Boardmeetings held during the financial year ended 31December 2001.

13BINA PURI HOLDINGS BHD. (207184-X)

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

Dr Tony Tan Cheng KiatFounder Director Dr Tony Tan Cheng Kiat, Malaysian, aged 54, founded Bina Puri Sdn Bhd in 1975 and hasbeen the Executive Chairman since its inception. He was appointed to the Board of Bina Puri Holdings Bhdon 5 November 1990. Dr Tony Tan is responsible for the growth and ongoing development of the company'sbusiness. He was instrumental in the development of a number of major projects throughout Malaysia. Heholds a doctorate in Business Administration and is also a licensed builder. Dr Tony Tan has been successfulin several private business ventures. With his wide experience, he has brought much progress to the group.

As at 30 April 2002, he held 4,376,951 ordinary shares of BPHB (direct and indirect holding) and did not haveany securities holdings in any subsidiaries of BPHB.

Except for recurrent related party transactions of revenue nature which are necessary for day-to-dayoperations of BPHB and its subsidiaries and for which Dr Tony Tan is deemed to be interested as disclosedon pages 33 and 34 of the Annual Report, there are no other business arrangements with BPHB in which hehas personal interests.

Dr Tony Tan is a member of the Group Executive Committee.

Dr Tony Tan attended three of the four Board meetings held during the financial year ended 31 December 2001.

Tee Hock HinDirector Tee Hock Hin, Malaysian, aged 44, was appointed to the Board of Bina Puri Holdings Bhd on 5November 1990. He has held the position of Managing Director of Bina Puri Construction Sdn Bhd since 22August 1996. He is responsible for the overall management of projects and operations. Mr Tee has wideexposure and experience in the management of civil and building construction overseas and in both East andWest Malaysia. He represents the Company on the Board of a number of its subsidiaries.

As at 30 April 2002, he held 2,227,884 ordinary shares of BPHB (direct and indirect holding) and did not haveany securities holdings in any subsidiaries of BPHB.

Except for recurrent related party transactions of revenuenature which are necessary for day-to-day operations ofBPHB and its subsidiaries and for which Mr Tee is deemed tobe interested as disclosed on pages 33 and 34 of the AnnualReport, there are no other business arrangements with BPHBin which he has personal interests.

Mr Tee attended all four Board meetings held during thefinancial year ended 31 December 2001.

Board of Directors

14 BINA PURI HOLDINGS BHD. (207184-X)

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

Ng Chai Tee, JPDirector Ng Chai Tee, JP, Malaysian, aged 52, was appointed to the Board of Bina Puri Holdings Bhd on 5November 1990. Mr Ng has more than 20 years experience in building and civil engineering industry. He alsosits on the Board of several other companies.

As at 30 April 2002, he held 2,007,770 ordinary shares of BPHB and did not have any securities holdings inany subsidiaries of BPHB.

Except for recurrent related party transactions of revenue nature which are necessary for day-to-dayoperations of BPHB and its subsidiaries and for which Mr Ng is deemed to be interested as disclosed onpages 33 and 34 of the Annual Report, there are no other business arrangements with BPHB in which he haspersonal interests.

Mr Ng is a member of the Audit Committee.

Mr Ng attended all four Board meetings held during the financial year ended 31 December 2001.

Tay Hock LeeDirector Tay Hock Lee, Malaysian, aged 48, was appointed to the Board of Bina Puri Holdings Bhd on 5November 1990. He has more than 20 years experience in building and civil engineering industry. Mr Tayalso holds directorships in several other companies.

As at 30 April 2002, he held 1,666,707 ordinary shares of BPHB and did not have any securities holdings inany subsidiaries of BPHB.

Except for recurrent related party transactions of revenue nature which are necessary for day-to-dayoperations of BPHB and its subsidiaries and for which Mr Tay is deemed to be interested as disclosed onpages 33 and 34 of the Annual Report, there are no other business arrangements with BPHB in which he haspersonal interests.

Mr Tay attended three of the four Board meetings held during the financial year ended 31 December 2001.

Yusuf Khan Bin Ghows KhanDirector Yusuf Khan bin Ghows Khan, Malaysian, aged 60, was appointed to the Board of Bina Puri HoldingsBhd on 2 February 1994. A lawyer by profession, En Yusuf obtained his Barrister-at-Law (Middle Temple) in1970. He has held numerous positions in the legal arena including Magistrate, Senior Assistant RegistrarHigh Court, Senior President Sessions Court, Assistant Treasury Solicitor (Housing Loan Division), SeniorFederal Counsel and Legal Advisor, Ministry of Defence.En Yusuf is currently in private practice. He is a directorof several private limited companies.

En Yusuf does not have any securities holdings in BPHBor in any subsidiaries of BPHB.

En Yusuf is the Chairman of the Audit Committee, amember of the Remuneration Committee and NominationCommittee.

En Yusuf attended three of the four Board meetings heldduring the financial year ended 31 December 2001.

15BINA PURI HOLDINGS BHD. (207184-X)

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Khalid SufatDirector En Khalid Sufat, Malaysian, aged 46, was appointed to the Board of Bina Puri Holdings Bhd on 15August 2001. He is a Fellow of the Association of Chartered Certified Accountants (FCCA) and also a memberof the Malaysian Institute of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants(MIA).

En Khalid has considerable experience in the banking industry having held position as Managing Director ofBank Kerjasama Rakyat Malaysia Berhad. He was formerly the General Manager, Consumer Banking ofMalayan Banking Berhad and Executive Director of United Merchant Finance Berhad.

His directorship in other public listed companies includes Tronoh Mines Malaysia Bhd. and Amtek HoldingsBhd. He is also a director of several private limited companies.

En Khalid does not have any securities holdings in BPHB or in any subsidiaries of BPHB.

En Khalid is a member of the Audit Committee, Remuneration Committee and Nomination Committee.

En Khalid attended two Board meetings held during the financial year ended 31 December 2001 after hisappointment on 15 August 2001.

Lim Joo KiatDirector Lim Joo Kiat, Malaysian, aged 41, was appointed to the Board of Bina Puri Holdings Bhd on 26December 2001. He holds a Bachelor of Arts (Hons) from the Universiti Kebangsaan Malaysia. He sits in theBoard of several private limited companies. Mr Lim has a vast experience in personnel management andconstruction industry.

Mr Lim is active in providing advice and guidance to associations and social organisations. He serves as,among others, the President of Young Malaysians Movement (YMM) and an Exco member of PersatuanUsahawan Muda Malaysia (PUMM).

Mr Lim does not have any securities holdings in BPHB or in any subsidiaries of BPHB.

He is a member of the Audit Committee, Remuneration Committee and Nomination Committee.

Mr Lim did not attend any of the Board meetings held during the financial year ended 31 December 2001 ashis appointment as Director on 26 December 2001 was after the Fourth Board meeting of BPHB held on 27November 2001.

There are no family relationships between the Directors and/or major shareholders of the Company save forthe following:

1. Tan Sri Datuk Tee Hock Seng, JP, Tay Hock Lee and Tee Hock Hin are brothers. 2. Dr Tony Tan Cheng Kiat is the uncle of Tan Sri Datuk Tee Hock Seng, JP, Tay Hock Lee

and Tee Hock Hin.

Save as disclosed, none of the Directors has

• any conflict of interest with BPHB • convictions for offences within the past ten years other than

traffic offences, if any.

Executive Chairman’s Statement

16 BINA PURI HOLDINGS BHD. (207184-X)

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

Dear Shareholders,

On behalf of the Board of Directors of Bina Puri Holdings Bhd, I have the pleasure ofpresenting the Annual Report and Audited Financial Statements of the Group and theCompany for the financial year ended 31 December 2001.

I am also pleased to report that we have maintained the momentum of our recovery in theyear 2000, with a second straight year of profitability.

This is no ordinary achievement, since market conditions in Malaysia and in the regionwere still rather challenging, and the global economy remained sluggish.

The improved performance of the Bina Puri Group of Companies can be attributed to ourinternal policies and measures in consolidation and re-focusing on key strengths, as wellas tight cost control and effective management of margins.

I look forward to the Group continuing our determined march forward, in order to improveshareholders' value and enhance our assets value.

Operational ReviewOur collective efforts have largely prevailed in overcoming challenges, as proven in the results below.

The Construction Division again proved to be the mainstay of the Group, earning revenue of RM 410.1million, compared to RM277.2 million the previous year. It made a profit before tax of RM17.1 million, as

against RM11.2 million the previous year.

The Quarrying & Readymix Division showed a slight decrease in performance with revenue declining slightly fromRM67.9 million in year 2000 to RM61.8 million in the year under review.

However, the Manufacturing Division (Polyol) showed its potential for the Group by registering revenue of RM4.5 millionin the year under review as against RM3.7 million in the year 2000. While it posted a loss of about RM1.0 million in theyear 2000, it has now achieved a profit of RM99,000.

In the year under review, the Manufacturing Divison (Glassware) showed a reduced loss compared to the previous year.

These results are encouraging, showing the steady gains the Group has achieved despite stiff competition and lessfavourable economic circumstances.

Financial PerformanceGiven the performance outlined above, the Bina Puri Group of Companies can be proud of its hard work in maintainingits turnaround to profitability.

The Group has achieved revenue of RM458.7 million in the year under review, as compared to RM320.3 million in 2000.Total profit before tax amounted to RM9.2 million.

The Group's fine performance caused our earnings per share to rise from 5.96 sen in the year 2000, to 14.41 sen in theyear under review. The Shareholders' Fund as at 31st December 2001 was RM 8.8 million.

Board CommitteesThe Board has established various Board Committees with the objective of ensuring corporate governance. Theresponsibilities of the Board Committees have been set out in the statement of Corporate Governance.

DATO’ MOHAMED FEISAL BIN IBRAHIM, D.P.M.PExecutive Chairman

17BINA PURI HOLDINGS BHD. (207184-X)

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DividendOur measures to consolidate our resources and assets have shown positive results. Due to financial prudence tobuild value for the future, the Board of Directors recommends that no dividends be paid for the year under review.

ISO CertificationIn order to provide a complete and comprehensive control and monitoring system in addressing the issue ofquality, Bina Puri Holdings Bhd is embarking on ISO 9001 : 2000 : Quality System Certification, furthercomplementing the Bina Puri Group's of ISO Certificates previously achieved by the subsidiary companies. TheISO Committee was formed in June 2000.

By end of October 2001, the ISO Committee has finalised the Quality System Manual comprising the Company'sQuality Management System, the Quality Policy Statement and Quality Objectives as well as all the StandardOperating Procedures based on the principles and requirements laid out in the new MS ISO 9001:2000Certification.

Following that, a trial implementation of the quality management system, officially commenced with effect from 1stNovember 2001 whereby all staff and subsidiary companies have to comply with Quality System Manual andStandard Operating Procedures that govern all the activities or services by the company. Bina Puri Holdings Bhdis targeting to obtain the ISO 9001: 2000 Certification by June 2002.

Prospects for 2002The path to recovery for the Bina Puri Group of Companies is clearly seen in our performances over the last twoyears. We are thus strategically placed to reap more benefits when the national, regional and global economiesbegin to grow.

As a Group, we have been strengthened by lessons learnt in the past and by new policies that have shown theway to improved performance. We can only get better, with better results to show in the coming years.

AppreciationThe character of a company is best seen in difficult times. That is why I am gratified to say that the workforce ofthe Bina Puri Group of Companies can hold their heads high for their outstanding inner strength and commitment.Their efforts were the decisive factor in the better results chalked up by the Group. I am truly pleased to record myappreciation for their magnificent service.

I am also pleasantly duty bound to salute our valuedshareholders, customers, suppliers, business associates,financiers, and finally, the government authorities whosesupport has played a significant role in our success.

Not least, my sincere appreciation goes to my fellowmembers of the Board. Their insights, business wisdomand perception made a difference to the policies adoptedby the Group in its recovery. I once again look forwardto your continued support and stewardship in theyears ahead. With good wishes to all.

DATO’ MOHAMED FEISAL BIN IBRAHIM, D.P.M.PExecutive Chairman

Group Managing Director’sReview of Operations

18 BINA PURI HOLDINGS BHD. (207184-X)

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

IntroductionThe year 2001 brought with it valuable lessons for Bina Puri Holdings Bhd. While we were

consistent in our overall positive growth, there were still areas where much ground has to

be covered to return every Division within the Group to profitability. It showed us that where

outside factors were holding us back, it would be our own hard work and ingenuity that

would eventually allow us to triumph.

Our earlier policies of consolidation and re-focusing on key strengths had set us on the

right path. We were also able to secure new businesses, especially government projects,

amidst tough competition.

Through these projects and the efforts of our dedicated workforce, we achieved revenue of

RM458.7 million in 2001, an improvement over the figure of RM320.3 million recorded in

2000. This has set a new benchmark for the Bina Puri Group of Companies to emulate and

surpass in the coming year.

We also managed to maintain our profitability by chalking up RM9.2 million in profit before

tax for the year 2001. This achievement is a tribute to the teamwork of management and

staff of Bina Puri Group of Companies, who have collectively raised their commitment and

performance levels to make a real difference to the Group's success.

Civil & Building Construction DivisionThe global economy in the year 2001 was rather soft, with the United States economy

going into a mild recession. The repercussions were felt in Asia too, where many national

economies experienced a setback in their projections of growth.

However, the Bina Puri Group of Companies is proud of its overall positive growth. The major contributor to our success

was the Construction Division, which improved on its revenue of RM277.2 million in 2000 to yield RM410.1 million in the

year under review, an increase of 48%.

A significant source of our new businesses came from the public sector. We will continue to focus on this source and

projects funded by the Asian Development Bank and the World Bank.

With our track record as a Class "A" contractor, we are able to secure several major projects. The current projects in hand

are mainly funded by the public sector, which are expected to provide a steady stream of revenue for the Group over the

next two to three years.

For overseas projects, we undertook the construction of the Malaysian Embassy in Beijing and new highways in

Rajashtan and Andhra Pradesh, India.

While these projects enhanced our bottomline, the Division also had to contend with challenges such as intense

competition from other established contractors and slow collection of outstanding payments.

However, I am confident that the Construction Division, in line with its leading role within the Bina Puri Group of

Companies, will rise to the occasion in delivering all projects within or ahead of schedule, and to the high quality standards

of the Group.

TAN SRI DATUK TEE HOCK SENG, JPGroup Managing Director

19BINA PURI HOLDINGS BHD. (207184-X)

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

Quarrying & Readymix DivisionThis Division offers synergistic benefits to the Bina Puri Group of Companies by supplying high quality products to our

Construction Division for their projects. The Division also secures its own contracts, such as resurfacing state roads and

the supply of bituminous premix and crushed aggregates, both awarded by JKR Selangor. The quarry and plant which

located at Sg Long, Hulu Langat, Selangor, also produces readymix concrete, readymix plaster and unbaked clay bricks.

However, due to slower overall demand within the construction industry and lower prices, this Division recorded lower

revenue at RM61.8 million for the year under review.

Manufacturing DivisionThe glassware manufacturing operations ceased in the year 1999 due to adverse economic conditions. The Polyol

operations showed its vast potential by increasing its revenue from RM3.7 million in 2000 to RM4.5 million in 2001. Its

profit in 2001 was RM99,000 a commendable improvement over the previous year's loss of about RM1.0 million.

The Polyol operations, spearheaded by Maskimi Polyol Sdn Bhd, have increased sales to export markets such as

Vietnam, the Philippines, Kuwait, Australia, China, Singapore and Brunei. The CFC-free natural polyurethane polyol is

used in the construction industry and in cool room systems.

To enhance the research and development efforts, Maskimi Polyol Sdn Bhd has applied for a grant of RM4 million from

the Malaysian Government.

Human ResourcesPeople have always been vital in the growth policies of the Bina Puri Group of Companies, and we are committed to

boosting performance and creativity towards that end. It is imperative that we develop our assets in human resources to

the fullest.

We have continued to invest in training programmes and seminars to help staff and management at all levels to increase

their knowledge, skills and innovation. We will pursue this enhancement of human skills as it is part of our Corporate

Culture.

To reward performing staff and well managed sites, we have

the Best Employee Awards and Best Site Awards. Our Kelab

Sukan & Sosial Bina Puri, organised numerous trips, blood

donation campaign, indoors and outdoors activities to foster

closer ties among the management and staff.

Group Managing Director’sReview of Operations

20 BINA PURI HOLDINGS BHD. (207184-X)

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

Corporate ResponsibilityAs a Group that aspires to be a world-class organisation achieving corporate excellence, we have included social

responsibility as one of our major concerns.

We have continued with our award of scholarships and excellence awards to children of our staff, reinforcing our

commitment towards forging a family atmosphere within the Bina Puri Group of Companies.

No less emphasis has been placed on our community projects, where we participated in blood donation campaign and

providing financial assistance to local communities who are in need.

AppreciationIt is always my pleasure to give credit where it is due. Without hesitation, I am indeed happy to acknowledge the excellent

contributions of our dedicated staff and management.

The Board of Directors also join me in sincerely thanking all our valued clients in the government and private sectors,

suppliers, sub-contractors and consultants for their valuable cooperation and contributions to the Bina Puri Group of

Companies.

I am also indebted to my colleagues on the Board for their insights and contributions in steering the Group towards the

path of growth. Finally, our shareholders deserve to be praised for their loyal support all these years.

TAN SRI DATUK TEE HOCK SENG, JP

Group Managing Director

Share Performance Chart

21BINA PURI HOLDINGS BHD. (207184-X)

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

Share Price(RM)

02/01/2001 31/12/2001

1.2

50000

100000

150000

200000

250000

400000

300000

350000

0

1.0

0.8

0.2

Share Price Total Volume

0

0.6

0.4

Total Volume

Group Five-Year Summary

22 BINA PURI HOLDINGS BHD. (207184-X)

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

Revenue 458,713 320,251 339,003 372,301 478,195

Profit / (Loss) before taxation 9,236 5,738 (12,867) (52,400) 5,640

Profit / (Loss) for the year 5,765 2,385 (12,030) (50,735) 1,104

Dividend (Net) - - - - 864

Issued share capital 40,000 40,000 40,000 40,000 40,000

Shareholders’ funds 8,769 3,004 619 12,649 63,384

Total assets employed 425,479 389,678 418,398 500,749 475,156

Net Earnings / (loss) per share (sen) 14.41 5.96 (30.07) (126.8) 2.80

Net tangible assets per share (RM) 0.22 0.08 0.02 0.32 1.58

2001(RM’000)

2000(RM’000)

1999(RM’000)

1998(RM’000)

1997(RM’000)

0

100

200

300

400

500

-60-50

-40-30

-20-10

010

010

2030

4050

6070

80

0100

200300

400500

600

-150-120-90

-60-30

0

30

0.0

0.5

1.0

1.5

2.0

Revenue (RM Million)

Total Assets Employed (RM Million)

Net Earnings / (Loss) Per Share

(sen)

Net Tangible Asstes Per Share

(RM)Shareholders' Funds (RM Million)

Profit / (Loss) Before Taxation

(RM Million)

2001

20001999 1998

1997

2001

2001

2000

1999

1998

1997

2000 1999

1998

1997

2001 20001999

1998

1997

2001 2000

1999

1998

1997

2001 2000 19991998

1997

Group Financial Calendar

23BINA PURI HOLDINGS BHD. (207184-X)

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INCOME STATEMENT

Revenue 458,713 320,251 +43%Profit before taxation 9,236 5,738 +61%Profit after taxation 4,743 2,932 +62%

BALANCE SHEET

Total assets employed 425,479 389,678 +9%Shareholders’ funds 8,769 3,004 +192%

RATIOS

Net earnings per share (sen) 14.41 5.96 +142%Net tangible assets per share (RM) 0.22 0.08 +175%

Group Financial Highlights

2001RM’000

2000RM’000

Changes%

FINANCIAL YEAR

1 January 2001 to 31 December 2001

ANNOUNCEMENT OF RESULTS

First Quarter announced on 25 May 2001Second Quarter announced on 29 August 2001Third Quarter announced on 27 November 2001Fourth Quarter and Full year announced on 28 February 2002

ISSUE OF 2001 ANNUAL REPORT

5 June 2002

ELEVENTH ANNUAL GENERAL MEETING

27 June 2002

Calendar of Events 2001/2002

24 BINA PURI HOLDINGS BHD. (207184-X)

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

19-21 May 2001

126 members of Kelab Sukan & Sosial Bina Puri (KSSBP)enjoyed their trip to the beautiful Tioman Island, Johor.

28 June 2001

Bina Puri Holdings Bhd held its 10th AGM at Wisma BinaPuri , Selayang.

24 July 2001

The Group Human Resources & Administrationpersonnel joined a dialogue with Y. Bhg Dato'Ismail Abd Rahim, Director General of IndustrialRelations during their courtesy visit to IndustrialRelations (IR) & Labour Office, Ministry of HumanResources, Malaysia.

31 July 2001

YAB Dato' Seri Shahidan Kassim, Menteri Besar ofPerlis presented the mock-keys to the purchasers ofTaman Beseri Murni, Perlis.

May2001

June2001

July2001

25BINA PURI HOLDINGS BHD. (207184-X)

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

1 August 2001

Commencement of Tada-Nellore Section of NH-5, widening and strengthening the existing roadfrom two-lane highway to four-lane tollway,Andhra Pradesh, India.

18 August 2001

Yang Amat Berhormat Dato Seri Dr Mahathir Mohamed, PrimeMinister of Malaysia graciously launched the MalaysianBusiness Centre in Kampala, Uganda. The centre wasestablished by Masscorp Bhd., where Bina Puri is member.

26 August 2001

730 KSSBP members and their familiesgathered at Stadium Majlis PerbandaranSelayang (MPS) to enjoy the Bina PuriFun-Filled Day 2001.

10 August 2001

The Group ManagingDirector, Y. Bhg Tan SriDatuk Tee Hock Seng, JP,was conferred the MasterBuilders' Silver Award byMaster Builder AssociationMalaysia (MBAM).

13-15 August 2001

Sg Long Fire FightingSquad competing in'Pertandingan KawadKecekapan' Selangor.

Aug2001

Calendar of Events 2001/2002

26 BINA PURI HOLDINGS BHD. (207184-X)

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

10-14 September 2001

Bina Puri participated in theMalaysian Construction IndustryAward 2001 and won the 'Best Trait'under category of 'Painting &Drywall' organised by ConstructionIndustry Development Board at theMines Exhibition Centre.

25 October 2001

The signing of Memorandum ofUnderstanding (MoU) betweenMaskimi Polyol Sdn Bhd andUniversity of Malaya under theIndustry Grant Scheme (IGS) forresearch and development activitiesof Maskimi Polyol.

26 October 2001

170 members of Kelab Sukan &Kebajikan Sg Long Industries(KSKSLI) enjoyed their trip tothe legend island, Langkawi.

30-31 October 2001

SIRIM Re-AssessmentAudit was conducted atParcel E (Sub-Package 2),Putrajaya project site forBina Puri Sdn Bhd andBina Puri Construction SdnBhd.

Sept2001

Oct2001

27BINA PURI HOLDINGS BHD. (207184-X)

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

Nov2001

18 November 2001

Commencement of 'Rehabilitation andUpgrading to 4/6 Lane Divide Carriagewayfrom Mangalwar (KM 172) to Chittorgarh (km220) Section of NH-76, Package V in theState of Rajasttan, India. The project iscarried out by Madhucon-Bina Puri JV.

30 November 2001

Eluru Bypass was opened to public by MajorGeneral. B.C Khanduri, AVSM (Retd), TheHonourable Union Minister of State for Transport& Highways, Government of India. Eluru Bypassis one of the bypasses in Vijayawada-EluruExpressway, India.

9 January 2002

SIRIM QAS Sdn Bhd conducted the AdequacyAudit on Bina Puri Holdings Bhd QualitySystem Manual. Bina Puri Holdings Bhd islooking forward to be certified under ISO 9001: 2000 Quality Management System.

January 2002

Formation ent of Bina Puri Fire Fighting Squad (FFS).The squad had undergone a comprehensive trainingbetween 11 Jan - 2 Feb 2002, conducted by theJabatan Bomba dan Penyelamat Malaysia from BalaiBomba Bandar Baru Selayang.

Jan2002

Calendar of Events 2001/2002

28 BINA PURI HOLDINGS BHD. (207184-X)

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

Mar2002

21-25 March 2002

Bina Puri participated in the InternationalConstruction Industry Exhibitionorganised by National Academy ofConstruction (NAC), Hyderabad, India.

11- 23 March 2002

Executive Chairman, Y. Bhg Dato' Mohamed FeisalIbrahim & Group Managing Director, Y. Bhg Tan SriDatuk Tee Hock Seng, JP participated in the official visitof the Prime Minister of Malaysia to Poland, Russia andGermany.

2-11 Feb 2002

Several government representatives fromthe Papua New Guinea (PNG) visitedBina Puri.

28 Feb 2002

Bina Puri monthly assembly was held at Parcel E (Sub-Package 2) project site, Putrajaya.

Feb2002

29BINA PURI HOLDINGS BHD. (207184-X)

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

Mar2002

Apr2002

29 March 2002

Kelab Sukan & SocialBina Puri organised its7th Annual GeneralMeeting at WismaBina Puri.

4-5 April 2002

SIRIM QAS Sdn Bhd conducted theCompliance Audit on the Quality ManagementSystem of Bina Puri Holdings Bhd.

24 April 2002

Dr Mat Rebi Abd Rani, General Manager,Operations representing Y.Bhg Datuk LeeLam Thye, Chairman of National Institute ofOccupational Safety & Health, Malaysia,NIOSH launched the Bina Puri SafetyCampaign.

29 March 2002

Y. Bhg Dato' IsmailAbd Rahim, DirectorGeneral of IndustrialRelations, Ministry ofHuman Resources,Malaysia presentedthe Bina Puri BestEmployees and BestSite Awards 2001.

Responsibility Statement bythe Board of Directors

30 BINA PURI HOLDINGS BHD. (207184-X)

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

The Directors are collectively responsible for ensuring that the financial statements are drawn up in accordance with therequirements of the applicable Approved Accounting Standards in Malaysia, the provisions of the Companies Act, 1965and the Listing Requirements of the Kuala Lumpur Stock Exchange (“KLSE”).

The Directors have to ensure that the financial statements for each financial year present a true and fair view of the stateof affairs of the Group and the Company at the end of the financial year and of the results and cash flows of the Groupand the Company.

In preparing the financial statements, the Directors have :

1. selected suitable accounting policies and applied them consistently;2. made judgements and estimates that are reasonable and prudent;3. ensure that all applicable accounting standards have been followed; and4. prepared financial statements on the going concern basis as the Directors have a reasonable expectation,

having made enquiries, that the Group and Company have adequate resources to continue in operational existence for the foreseeable future and that the Group and Company have secured significant government projects.

The Directors have also taken the necessary steps, as are reasonably open to them, to ensure that appropriate systemsare in place for the assets of the Group and the Company to be adequately safeguarded through the prevention anddefection of fraud and other irregularities and material misstatements.

Financial Statements

31

Directors’ Report 32

Auditors’ Report 36

Consolidated Balance Sheet 38

Consolidated Income Statement 39

Consolidated Statement of Changes in Equity 40

Consolidated Cash Flow Statement 41

Balance Sheet 43

Income Statement 44

Statement of Changes in Equity 44

Cash Flow Statement 45

Accounting Policies and Explanatory Notes 47

Statement by Directors 79

Statutory Declaration 79

Directors’ Report

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 132

The directors have pleasure in submitting their report and the audited financial statements of the Group and of theCompany for the financial year ended 31 December 2001.

PRINCIPAL ACTIVITIES

The principal activities of the Company consist of the provision of project management services and investment holding.The principal activities of the subsidiary companies are disclosed in note 3 to the financial statements.

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

RESULTS

Profit after taxationMinority interests

Net profit for the yearAccumulated loss brought forward

Accumulated loss carried forward

DIVIDEND

No dividend has been paid or declared by the Company since the end of the previous financial year and the directors donot recommend any dividend for the current financial year.

RESERVES AND PROVISIONS

There were no material transfers to or from reserves or provisions during the financial year.

ISSUE OF SHARES AND DEBENTURES

The Company did not issue any shares or debentures during the financial year.

DIRECTORS

The directors in office since the date of the last report are:

Dato’ Mohamed Feisal bin IbrahimTan Sri Datuk Tee Hock Seng, JPDr Tan Cheng KiatTee Hock HinNg Chai Tee, JPTay Hock LeeYusuf Khan bin Ghows KhanKhalid bin Sufat (appointed on 15.8.2001)Lim Joo Kiat (appointed on 26.12.2001)Dato’ Anad Krishnan A/L Muthusamy (resigned on 7.8.2001)

GroupRM'000

4,7431,022

5,765(57,177)

(51,412)

CompanyRM'000

1,564-

1,564(7,030)

(5,466)

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 133

In accordance with the Company’s Articles of Association, Khalid bin Sufat and Lim Joo Kiat who were appointed to theboard subsequent to the date of the last annual general meeting retire from the board at the forthcoming annual generalmeeting together with Tan Sri Datuk Tee Hock Seng, JP, Ng Chai Tee, JP and Tee Hock Hin who retire by rotation. Theretiring directors, being eligible, offer themselves for re-election.

DIRECTORS’ INTERESTS IN SHARES

The following directors who held office at the end of the financial year had an interest in shares in the Company as follows:

Dato’ Mohamed Feisal bin IbrahimTan Sri Datuk Tee Hock Seng, JPDr Tan Cheng KiatTee Hock HinNg Chai Tee, JPTay Hock Lee

* Includes beneficial interest held under nominee companies.

By virtue of their interest in shares in the Company, all the abovenamed directors except for Dato’ Mohamed Feisal binIbrahim are deemed to be interested in shares in the subsidiary companies to the extent that the Company has an interest.

Additionally, Tan Sri Datuk Tee Hock Seng, JP was also indirectly interested in shares in Sungai Long Industries Sdn Bhd,a subsidiary company, as follows:

Tan Sri Datuk Tee Hock Seng, JP

DIRECTORS’ BENEFITS

Since the end of the previous financial year, no director of the Company has received or become entitled to receive anybenefit by reason of a contract made by the Company or a related corporation with the director or with a firm of which thedirector is a member, or with a company in which the director has a substantial financial interest except for any benefitwhich may be deemed to have arisen from the following transactions which were carried out in the ordinary course ofbusiness :

(a) Purchases of diesel by subsidiary companies totaling RM2,579,000 from Syarikat Hoong Wah Trading, a firm in which Tan Sri Datuk Tee Hock Seng, JP has a substantial financial interest,

(b) Project management fee totaling RM15,000 paid by a subsidiary company to Ideal Heights Properties Sdn Bhd, a company in which Dr Tan Cheng Kiat, Ng Chai Tee, JP, Tan Sri Datuk Tee Hock Seng, JP, Tee Hock Hin and Tay Hock Lee have substantial financial interests,

(c) Progress billing totaling RM318,000 made by a subsidiary company to Ideal Heights Properties Sdn Bhd,

• Shares of RM1 each •

590,0003,125,7134,376,9512,171,8842,007,7701,666,707

At1.1.2001 Bought Sold

At31.12.2001

153,00028,000

-45,000

--

------

743,0003,153,7134,376,9512,216,8842,007,7701,666,707

**

• Shares of RM1 each •

1,820,000

At1.1.2001 Bought Sold

At31.12.2001

- - 1,820,000

BINA PURI HOLDINGS BHD. (207184-X)

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

Directors’ Report

34

(d) Purchase of property, plant and equipment totaling RM27,000 by a subsidiary company from Ideal Heights Properties Sdn Bhd,

(e) Sales of ready-mix products by a subsidiary company totaling RM24,000 to Perkasa Sutera Sdn Bhd, a company in which Dato’ Mohamed Feisal bin Ibrahim has a substantial interest,

(f) Purchase of air tickets by the Company and subsidiary companies totaling RM73,000 and RM589,000, respectively, from Sea Travel & Tours Sdn Bhd, a company in which Tan Sri Datuk Tee Hock Seng, JP has a substantial financial interest, and

(g) Payment of legal fees by a subsidiary company totaling RM22,000 to Yusuf Khan & Pathmanathan, a firm of which Yusuf Khan bin Ghows Khan is a member.

Neither during nor at the end of the financial year was the Company a party to any arrangements whose object is toenable the directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of theCompany or any other body corporate.

OTHER STATUTORY INFORMATION

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable steps:

i. to ascertain the action taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made for doubtful debts; and

ii. to ensure that any current assets which were unlikely to realise in the ordinary course of business their value as shown in the accounting records of the Group and of the Company 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:

i. which would render the amount written off for bad debts or the amount of the allowance for doubtful debts in the financial statements of the Group and of the Company inadequate to any substantial extent, or

ii. which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading, or

iii. which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

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

i. any charge on the assets of the Company or its subsidiary companies 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 Company or its subsidiary companies which has arisen since the end of the financial year.

(d) No contingent or other liability of the Company or its subsidiary companies has become enforceable or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the directors, will or may affect the ability of the Company or its subsidiary companies to meet their obligations as and when they fall due.

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 135

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

(f) In the opinion of the directors:

i. the results of the operations of the Group and of the Company for the financial year were not substantially affected by any item, transaction or event of a material and unusual nature; and

ii. there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature likely to affect substantially the results of the operations of the Group and of the Company for the financial year in which this report is made.

AUDITORS

The auditors, Moores Rowland, have expressed their willingness to continue in office.

On behalf of the directors

DATO’ MOHAMED FEISAL BIN IBRAHIM TAN SRI DATUK TEE HOCK SENG, JPDirector Director

29th April 2002

BINA PURI HOLDINGS BHD. (207184-X)

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

Auditors’ Report

36

We have audited the financial statements of the Group and of the Company set out on pages 38 to 78. Thepreparation of the financial statements is the responsibility of the Company’s directors. Our responsibilityis to express an opinion on the financial statements based on our audit.

We conducted our audit in accordance with approved auditing standards issued by the Malaysian Instituteof Accountants. These standards require that we plan and perform the audit to obtain reasonable assuranceabout whether the financial statements are free of material misstatement. An audit includes examining, ona test basis, evidence supporting the amounts and disclosures in the financial statements. An audit alsoincludes an assessment of the accounting principles used and significant estimates made by the directorsas well as an evaluation of the overall presentation of the financial statements.

We believe our audit provides a reasonable basis for our opinion. We report as follows:

1. We have been unable to ascertain the recoverability of amounts owing by customers totaling RM21,239,000 included as part of "Trade receivables" on the consolidated balance sheet set out on page 38.

2. We have also been unable to ascertain the recoverability of amounts owing by subsidiaries totaling RM31,706,000 included as part of "Amounts owing by subsidiary companies" on the balance sheet set out on page 43.

3. We have not been able to ascertain if the deferred projects referred to in note 6 to the financial statements will be awarded or commenced or revived (as the case may be) in the foreseeable future, and if so, whether future revenues will be sufficient to recover these expenditure and advances in addition to meeting future contract expenditure.

In our opinion, except for the effects of such adjustments, if any, as might have been determined to benecessary had we been able to satisfy ourselves as to the abovementioned matters:

(a) the financial statements have been properly drawn up:

i. so as to give a true and fair view of the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group and of the Company;

ii. in accordance with the provisions of the Act so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2001 and of their results and cash flows for the year ended on that date;

iii. in accordance with applicable approved accounting standards.

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

Except for those financial statements which were subject to audit qualifications as indicated in explanatorynote 3 to the financial statements, we are satisfied that the financial statements of the subsidiary companiesthat have been consolidated with the Company’s financial statements are in form and content appropriateand proper for the purposes of the preparation of the consolidated financial statements and we havereceived satisfactory information and explanations required by us for those purposes.

Except for those financial statements as indicated in explanatory note 3 to the financial statements, theauditors’ reports on the financial statements of the subsidiary companies were not subject to anyqualification, and in respect of subsidiary companies incorporated in Malaysia, did not include any commentmade under Section 174 (3) of the Act.

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 137

Without affecting our audit opinion as set out above, we draw attention to the matters set out in note 1(a) tothe financial statements which raise doubt about the immediate ability of the Group and Company tocontinue as going concerns.

MOORES ROWLAND TANG KIN KHEONGNo. AF: 0539 No. 1501/9/03 (J/PH)

Chartered Accountants Partner

29th April 2002

BINA PURI HOLDINGS BHD. (207184-X)

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

Consolidated Balance Sheet31 December 2001

38

NON-CURRENT ASSETS

Property, plant and equipmentInvestment in associated companiesOther investmentsDeferred project expenditureLand held for development

CURRENT ASSETS

Land under developmentGross amount due from customersInventoriesTrade receivablesSundry receivables, deposits and prepaymentsAmount owing by associated companiesTax recoverableDepositsCash and bank balances

Less:CURRENT LIABILITIES

Gross amount due to customersContract income received in advanceTrade payablesSundry payables and accrualsAmount owing to associated companiesHire purchase and finance lease liabilitiesTaxationBank borrowings

NET CURRENT LIABILITIES

Financed by:SHARE CAPITALSHARE PREMIUM (non-distributable)MERGER RESERVE (non-distributable)OTHER CAPITAL RESERVES (non-distributable)ACCUMULATED LOSS

MINORITY INTERESTS

NON-CURRENT AND DEFERRED LIABILITIES

Long term loansHire purchase and finance lease liabilitiesDeferred taxationDeferred contract revenueRetirement benefits

2000RM'000

104,367 3,548 1,529

32,920 12,469

154,833

5,520 16,093

4,401 156,733

22,162 814

3,448 12,419 13,255

234,845

11,961 11,462

111,314 42,257

169 1,406 1,583

168,921

349,073

(114,228)

40,605

40,000 4,209

40 15,932

(57,177)

3,004

14,503

11,0491,9763,328 6,027

718

40,605

2001RM'000

100,435 1,5531,462

30,81912,499

146,768

4,840 31,550

3,577 178,530

15,418 11,216 4,077

19,235 10,268

278,711

20,294 2,281

119,425 31,873

596 2,931 3,827

206,094

387,321

(108,610)

38,158

40,000 4,209

40 15,932

(51,412)

8,769

13,152

1,407 4,434 3,640 6,027

729

38,158

Note

24567

89

10111214

1516

917

1418

19

20

21

221823

24

Accounting policies and explanatory notes are set out on pages 47 to 78

BINA PURI HOLDINGS BHD. (207184-X)

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

Consolidated Income Statement forthe Year Ended 31 December 2001

39

Revenue

Cost of sales

Gross profit

Other operating income

Project expenditure (previously deferred) written off

Administrative and general expenses

Profit from operations

Share of profits less losses of associated companies

Investment income

Finance costs

Profit before taxation

Taxation - Group- Share of taxation of associated companies

Profit after taxation

Minority interests

Net profit for the year

Earnings per share (sen)

Dividend per share (sen)

2000RM'000

320,251

(261,546)

58,705

4,606

(71)

(46,409)

16,831

721

1,962

(13,776)

5,738

(2,515)

(291)

2,932

(547)

2,385

5.96

-

2001RM'000

458,713

(393,720)

64,993

4,051

(2,131)

(44,530)

22,383

(1,176)

556

(12,527)

9,236

(4,524)

31

4,743

1,022

5,765

14.41

-

Note

25

26

27

28

29

30

31

Accounting policies and explanatory notes are set out on pages 47 to 78

BINA PURI HOLDINGS BHD. (207184-X)

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

Consolidated Statement of Changes in Equityfor the Year Ended 31 December 2001

40 Accounting policies and explanatory notes are set out on pages 47 to 78

Balance at 1.1.2000

Net profit for the year

Transfer of reserves

Balance at 31.12.2000

Net profit for the year

Balance at 31.12.2001

SharecapitalRM'000

40,000

-

-

40,000

-

40,000

SharepremiumRM'000

4,209

-

-

4,209

-

4,209

MergerreserveRM'000

40

-

-

40

-

40

Othercapital

reservesRM'000

14,402

-

1,530

15,932

-

15,932

Accumulatedloss

RM'000

(58,032)

2,385

(1,530)

(57,177)

5,765

(51,412)

TotalRM'000

619

2,385

-

3,004

5,765

8,769

BINA PURI HOLDINGS BHD. (207184-X)

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

Consolidated Cash Flow Statementfor the Year Ended 31 December 2001

41

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation

Adjustments for:(Discount)/Goodwill on consolidation written off(Gain)/Loss on disposal of property, plant and equipmentAllowance for doubtful debtsDepreciationImpairment loss in other investmentsInterest expenseInterest incomeInventories written offLoss on disposal of other investmentsProfit accrued on the percentage of completion methodProject expenditure (previously deferred) written offProperty, plant and equipment written offProvision for retirement benefitsShare of profits less losses of associated companiesSundry receivables and deposits written off

Operating profit before working capital changes

Changes in gross amount due from/to customersChanges in inventoriesChanges in receivablesChanges in payables

Cash (used in)/generated from operations

Deferred project expenditureLand development expenditureTax paidRetirement benefits paid

Net cash (used in) / generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Advances to associated companiesInterest receivedProceeds from disposal of other investmentsProceeds from disposal of property, plant and equipmentPurchase of additional shares in an existing subsidiary company,

Sungai Long Bricks Sdn BhdPurchase of other investmentsPurchase of property, plant and equipment (see note 33)Subscription of shares in a new subsidiary company,

Sungai Long Plaster Industries Sdn BhdWithdrawal/(Placement) of fixed deposits

Net cash (used in)/generated from investing activities

2000RM'000

5,738

213 501

9,661 9,919

-13,776 (1,108)

11 3

2,075 71

149 184

(721)139

40,611

(36,332)(1,446)(7,991)34,297

29,139

(3,306)(4,659)(2,748)

(122)

18,304

(87)1,108

29 3,014

-(99)

(2,952)

2 321

1,336

2001RM'000

9,236

(288)(556)

11,202 8,405

295 12,527

(567)-4

29,305 2,131

45 146

1,176 59

73,120

(30,257)824

(35,473)(10,587)

(2,373)

(30)(30)

(2,597)(155)

(5,185)

(393)567

32 2,784

(196)(264)

(3,667)

-(6,752)

(7,889)

Accounting policies and explanatory notes are set out on pages 47 to 78

BINA PURI HOLDINGS BHD. (207184-X)

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

Consolidated Cash Flow Statement for theYear Ended 31 December 2001

42 Accounting policies and explanatory notes are set out on pages 47 to 78

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from associated companiesDividend paid to minority shareholders of subsidiariesInterest paidIssue of shares to minority shareholders of subsidiariesRepayment of hire purchase and finance lease liabilitiesRepayment of term loansRepayment of trust receipts, bankers acceptances and

revolving creditTrust receipts, banker acceptances and revolving credit received

Net cash generated from/(used in) financing activities

NET DECREASE IN CASH AND CASH EQUIVALENTS

CASH AND CASH EQUIVALENTS BROUGHT FORWARD

CASH AND CASH EQUIVALENTS CARRIED FORWARD

Represented by:

Cash and bank balancesFixed depositsBank overdrafts

2000RM'000

35 (20)

(13,776)240

(1,644)(2,409)

(13,892)-

(31,466)

(11,826)

(9,215)

(21,041)

13,255 201

(34,497)

(21,041)

2001RM'000

- (245)

(15,795)400

(1,740)(4,030)

(24,437)52,365

6,518

(6,556)

(21,041)

(27,597)

10,268 265

(38,130)

(27,597)

BINA PURI HOLDINGS BHD. (207184-X)

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

Balance Sheet - 31 DECEMBER 2001

43

NON-CURRENT ASSETS

Property, plant and equipmentInvestment in subsidiary companiesInvestment in associated companyOther investmentsDeferred project expenditure

CURRENT ASSETS

Sundry receivables, deposits and prepaymentsAmounts owing by subsidiary companiesAmounts owing by associated companiesTax recoverableDepositsCash and bank balances

Less:CURRENT LIABILITIES

Sundry payables and accrualsAmount owing to subsidiary companiesBank borrowings

NET CURRENT LIABILITIES

Financed by:SHARE CAPITALSHARE PREMIUM (non-distributable)ACCUMULATED LOSS

NON-CURRENT LIABILITY

Deferred taxation

* Represents RM4

2000RM'000

25,299 22,659

* 691

13,942

62,591

7,644 38,008

413 2,217 7,064

186

55,532

4,298 16,474 59,862

80,634

(25,102)

37,489

40,000 4,209

(7,030)

37,179

310

37,489

2001RM'000

24,612 22,659

* 360

12,720

60,351

2,477 38,473

7,651 2,072 7,329

735

58,737

4,466 22,034 53,502

80,002

(21,265)

39,086

40,000 4,209

(5,466)

38,743

343

39,086

Note

23456

121314

15

1319

20

23

Accounting policies and explanatory notes are set out on pages 47 to 78

BINA PURI HOLDINGS BHD. (207184-X)

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

Income Statement for theYear Ended 31 December 2001

44

Revenue

Other operating income

Project expenditure (previously deferred) written off

Administrative and general expenses

Profit from operations

Investment income

Finance costs

Profit before taxation

Taxation

Net profit for the year

2000RM'000

6,772

601

-

(3,877)

3,496

2,319

(4,490)

1,325

(820)

505

2001RM'000

7,653

551

(1,262)

(3,057)

3,885

2,966

(4,269)

2,582

(1,018)

1,564

Note

25

27

28

29

30

Balance at 1.1.2000

Net profit for the year

Balance at 31.12.2000

Net profit for the year

Balance at 31.12.2001

SharecapitalRM'000

40,000

-

40,000

-

40,000

Accounting policies and explanatory notes are set out on pages 47 to 78

SharepremiumRM'000

4,209

-

4,209

-

4,209

Accumulatedloss

RM'000

(7,535)

505

(7,030)

1,564

(5,466)

TotalRM'000

36,674

505

37,179

1,564

38,743

Statement of Changes in Equity forthe Year Ended 31 December 2001

BINA PURI HOLDINGS BHD. (207184-X)

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

Cash Flow Statement for theYear Ended 31 December 2001

45

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation

Adjustments for:Allowance for doubtful debtsDepreciationDividend incomeGain on disposal of property, plant and equipmentImpairment loss in other investmentsInterest expenseInterest incomeLoss on disposal of other investmentsProject expenditure (previously deferred) written offProperty, plant and equipment written offSundry receivables written off

Operating profit before working capital changes

Changes in receivablesChanges in payables

Cash generated from operationsDeferred project expenditure

Net cash generated from operating activities

CASH FLOWS FROM INVESTING ACTIVITIES

Dividend receivedWithdrawal of fixed depositsProceeds from disposal of property, plant and equipmentPurchase of property, plant and equipment (see note 33)Purchase of other investmentsProceeds from disposal of other investments(Advances to)/Repayment from subsidiary companiesAdvances to associated companiesInterest received

Net cash generated from investing activities

CASH FLOWS FROM FINANCING ACTIVITIES

Advances from/(Repayment to) subsidiary companiesRepayment of hire purchase liabilitiesRepayment of revolving creditInterest paid

Net cash used in financing activities

2000RM'000

1,325

2 1,096

-(101)

-4,490

(2,321)--

14 32

4,537

7,560 (6,863)

5,234 (254)

4,980

-343 376

(219)(10)

5 4,480

(17)250

5,208

(1,099)(145)

(5,730)(3,978)

(10,952)

2001RM'000

2,582

-788

(3,000)-

295 4,269 (265)

4 1,262

--

5,935

(2,064)1,905

5,776 (40)

5,736

2,160 --

(101)-

32 (465)

(7)265

1,884

3,475 -

(6,191)(3,921)

(6,637)

Accounting policies and explanatory notes are set out on pages 47 to 78

BINA PURI HOLDINGS BHD. (207184-X)

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

Cash Flow Statement for theYear Ended 31 December 2001

46 Accounting policies and explanatory notes are set out on pages 47 to 78

NET INCREASE / (DECREASE) IN CASH AND CASHEQUIVALENTS

CASH AND CASH EQUIVALENTS BROUGHT FORWARD

CASH AND CASH EQUIVALENTS CARRIED FORWARD

Represented by:

Cash and bank balancesFixed depositsBank overdrafts

2000RM'000

(764)

(7,042)

(7,806)

186-

(7,992)

(7,806)

2001RM'000

983

(7,806)

(6,823)

735 265

(7,823)

(6,823)

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notesfor the Year Ended 31 December 2001

47

1. SIGNIFICANT ACCOUNTING POLICIES

(a) Fundamental accounting concept

As at 31 December 2001, current liabilities exceeded current assets by RM108,610,000 for the Group and RM21,265,000 for the Company. Included in current liabilities are bank borrowings repayable on demand or in instalments due within the next 12 months totaling RM206,094,000 for the Group and RM53,502,000 for the Company (see note 19). Further, the Company has provided guarantees to financial institutions for credit facilities granted to subsidiaries (see note 37), including certain subsidiaries which may not be able to continue as going concerns or which are no longer going concerns (see note 3).

The abovementioned factors indicate that the Group’s and Company’s operations are, to a large extent, being financed by creditors whose continuing financial support is necessary if the Group and Company were to remain as going concerns. In particular, continuation of the operations is dependent on the ability of the Group and the Company to negotiate for a restructuring of its existing short term bank borrowings, as well as for additional credit facilities to finance on-going and deferred projects.

As there is presently no assurance that such negotiations will be successful, the Group and the Company may not be able to continue as going concerns, and therefore, may not be able to realise its assets and discharge its liabilities in the normal course of business. The financial statements have been prepared under the going concern concept and do not include any adjustments relating to the recoverability and classification of recorded asset amounts or to the amounts and classification of liabilities that may be necessary should continuing financial support from creditors be unavailable, resulting in the Group and Company being unable to remain as going concerns.

(b) Basis of accounting

The financial statements comply with applicable approved accounting standards issued by the Malaysian Accounting Standards Board and have been prepared under the historical cost convention unless otherwise indicated in the accounting policies set out below.

(c) Subsidiary companies

A subsidiary company is a company in which the Company, directly or indirectly, controls more than half of the voting power or issued share capital or controls the composition of the board of directors.

The Company’s interests in subsidiary companies are stated at cost less impairment losses. Impairment losses are charged to the income statement.

On disposal, the difference between the net disposal proceeds and the carrying amount of the subsidiary company disposed of is taken to the income statement.

(d) Basis of consolidation

The consolidated financial statements incorporate the financial statements of the Company and of all its subsidiary companies made up to the end of the financial year. All inter-company transactions are eliminated on consolidation and the consolidated financial statements reflect external transactions only. All subsidiary companies are consolidated on the acquisition method of accounting except for Bina Puri Sdn Bhd which is consolidated on the merger method of accounting.

Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed of during the financial year are included from the date of acquisition or up to the date of disposal. At the date of acquisition, the fair values of the subsidiary companies’ net assets are determined and these values are reflected in the consolidated financial statements.

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

48

The difference, if any, between the acquisition cost and these fair values is reflected as goodwill or discount on acquisition as appropriate. However, if the amounts involved are immaterial, goodwill or discount on acquisition is taken to the income statement as and when they arise.

Where goodwill is considered to be capable of generating future economic benefits, it is capitalised in the financial statements and amortised on the straight line basis over its estimated useful life or 25 years, whichever is shorter; otherwise it is written off in the income statement in the year of acquisition. The carrying amount and amortisation period is reviewed annually, and goodwill is written down when, in the opinion of the directors, its value has deteriorated or when it ceases to have a useful life.

Discount on acquisition is retained in the balance sheet and credited to the income statement over a suitable period decided in relation to the particular circumstances which gave rise to it.

Under the merger method of accounting, the results of subsidiary companies are accounted for on a full year basis irrespective of the date of merger.

The difference between the nominal value of the shares issued plus any cash paid as consideration for the merger and the nominal value of the share capital of the subsidiary companies acquired is reflected as merger reserve.

Minority interest represents the interests of outside members in the operating results and net assets of subsidiary companies.

(e) Associated companies

The Group treats as associated companies those companies in which the Group holds a long term equity interest of between 20% and 50%, has representation on the board of directors and is in a position to exercise significant influence over financial and operating policies.

The Company’s interests in associated companies are stated at cost less impairment losses. Impairment losses are charged to the income statement.

On disposal, the difference between net disposal proceeds and the carrying amount of the associated company disposed of is taken to the income statement.

Investments in associated companies are accounted for in the consolidated financial statements by the equity method of accounting. The equity method of accounting involves recognising in the consolidated income statement the Group’s share of the results of associated companies for the financial year. The Group’s investments in associated companies are carried in the consolidated balance sheet at an amount that reflects its share of the net assets of the associated companies and includes goodwill or discount on acquisition.

Equity accounting is discontinued when the carrying amount of the investment in an associated company diminishes by virtue of losses to zero, unless the Group has incurred or guaranteed obligations in respect of the associated company.

Unrealised gains on transactions between the Group and its associated companies are eliminated to the extent of the Group’s interest in the associated companies. Unrealised losses are also eliminated unless the transaction provides evidence of impairment of the asset transferred. Where necessary, in applying the equity method, adjustments are made to the financial statements of associated companies to ensure consistency of accounting policies with the Group.

The results and reserves of associated companies are accounted for in the consolidated financial statements based on audited financial statements made up to the end of the financial year.

(f) Inventories

Inventories are stated at the lower of cost and net realisable value. Cost is determined on the first-in-first-out basis.

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 149

(g) Property, plant and equipment

i. Measurement basis

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

Property, plant and equipment retired from active use and held for disposal are stated at the lower of net book value and net realisable value.

The carrying amounts of property, plant and equipment are reviewed at each balance sheet date to determine whether there is any indication of impairment. If such an indication exists, the assets’ recoverable amount is estimated. An impairment loss is recognised whenever the carrying amount of an item of property, plant and equipment exceeds its recoverable amount. The impairment loss is charged to the income statement. Any subsequent increase in recoverable amount is reduced by the amount that would have been recognised as depreciation had the write-down or write-off not occurred.

ii. Leased assets

Leases in which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Property, plant and equipment acquired by way of finance leases are stated at amounts equal to the lower of their fair values and the present value of the minimum lease payments at the inception of the leases, less accumulated depreciation and any impairment losses.

In calculating the present value of the minimum lease payments, the discount rate is the interest rate implicit in the lease, if this is practicable to determine; if not, the Group’s incremental borrowing rate is used.

All other leases are treated as operating leases. Operating lease rentals are charged to the income statement in the period the rental is payable.

iii. Depreciation

Freehold land held as property, plant and equipment are not depreciated while leasehold land and buildings are amortised on the straight line basis over the remaining period of the lease.

Depreciation is calculated to write off the cost of other property, plant and equipment on a straight line basis over their estimated useful lives. The principal annual rates used for this purpose are:

Buildings 2%Plant, machinery, moulds and factory equipment 10% - 50%Tractors and motor vehicles 12% - 20%Office equipment, renovation, electrical installations and furniture and fittings 10% - 20%

(h) Long term construction contracts

The Group’s long term construction contracts are all fixed price contracts and where their outcome can be reasonably estimated, revenue is recognised on the percentage of completion method. The stage of completionis determined by the proportion that costs incurred to date bear to estimated total costs, and for this purpose, only those costs that reflect actual contract work performed are included as costs incurred.

Where the outcome of a long term construction contract cannot be reasonably estimated, revenue is recognised only to the extent of contract costs incurred that are expected to be recoverable. At the same time, all contract costs incurred are recognised as an expense in the period in which they are incurred.

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

50

When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in the income statement irrespective of whether contract work has commenced or not, or of the stage of completion of contract activity, or of the amounts of profits expected to arise on other unrelated contracts.

On the balance sheet, contracts in progress are reflected either as gross amounts due from or due to customers, where a gross amount due from customers is the surplus of (i) costs incurred plus profits recognised under the percentage of completion method over (ii) recognised foreseeable losses plus progress billings. A gross amount due to customers is the surplus of (ii) over (i).

(i) Development properties

Development properties are classified under two categories i.e land held for development and land under development.

Land held for development are defined as land on which development is not expected to be completed within the normal operating cycle. Usually, no significant development work would have been undertaken on these land. Accordingly, land held for development are classified as non-current assets on the balance sheet and are stated at cost plus incidental expenditure incurred to put the land in a condition ready for development.

Land under development are defined as land on which development has commenced and is expected to be completed within the normal operating cycle and these land are classified as current assets.

Where the outcome of a development can be reasonably estimated, revenue is recognised on the percentage of completion method. The stage of completion is determined by the proportion that costs incurred to date bear to estimated total costs. In applying this method of determining stage of completion, only those costs that reflect actual development work performed are included as costs incurred.

Where the outcome of a development cannot be reasonably estimated, no development profit is recognised.

When it is probable that total costs will exceed total revenue, the foreseeable loss is immediately recognised in the income statement irrespective of whether development work has commenced or not, or of the stage of completion of development activity, or of the amounts of profits expected to arise on other unrelated development projects.

On the balance sheet, land under development are stated at cost plus attributable development profits recognised under the percentage of completion method less recognised foreseeable losses and progress billings.

(j) Other investments

Other investments are stated at cost less impairment losses. Impairment losses are charged to the income statement.

On disposal, the difference between the net disposal proceeds and the carrying amount of the investment disposed of is taken to the income statement.

(k) Retirement benefits

Provision for retirement benefits (under an unfunded defined benefit plan for certain eligible employees in one of the subsidiary company) is made in accordance with the provisions stipulated in the Collective Agreements. The provision is calculated based on the employees’ current emoluments and the length of their services with that subsidiary company.

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 151

(l) Receivables

Known bad debts are written off and allowance is made for any receivables considered to be doubtful of collection.

(m) Income recognition

i. Revenue from construction contracts (including project commission) and the sale of development properties are recognised on the percentage of completion method, where their outcome can be reliably estimated.

Revenue from construction contracts represents the proportionate contract value of construction contracts attributable to the percentage of contract work performed during the year.

Revenue from the sales of development properties represents the proportionate sales value of development properties sold attributable to the percentage of development work performed during the financial year.

ii. Revenue from the sale of goods is measured at the fair value of the consideration receivable and is recognised in the income statement when the significant risks and rewards of ownership have been transferred to the buyer.

iii. Dividend income is recognised when the right to receive is established.

iv. Interest income is recognised on a time proportion basis unless collectability is in doubt in which case the recognition of interest income is deferred until the prospect of collection becomes certain.

v. Rental income is recognised on a straight line basis over the specific periods of the respective leases.

All inter-company transactions are eliminated on consolidation.

(n) Foreign currencies

i. Transaction in foreign currencies

Transactions in foreign currencies are translated to Ringgit Malaysia at rates of exchange ruling at the date of transaction. Monetary assets and liabilities denominated in foreign currencies at the balance sheet date are translated to Ringgit Malaysia at the foreign exchange rate ruling at that date. Foreign exchange differences arising on translation are recognised in the income statement. Non-monetary assets and liabilities which are carried in terms of historical costs denominated in foreign currencies are translated to Ringgit Malaysia at the foreign exchange rates ruling at the date of transaction.

ii. Translation of foreign currency financial statements

The sole foreign subsidiary company, namely, Bina Puri Cambodia Ltd falls within the classification of foreign operations. Foreign operations are those operations that are integral to the operations of the Group.

For consolidation purposes, the assets, liabilities and income statement item in the financial statements of the foreign subsidiary company are translated in accordance with the policy in note 1(n)(i) above.

iii. Closing rates used

The closing rates used in translation were as follows:

2001 2000RM RM

One United States Dollar 3.80 3.80One Nepalese Rupee 0.06 0.06

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

52

(o) Research and development expenditure

Expenditure on research activities, undertaken with the prospect of gaining new scientific or technical knowledge and understanding, is expensed to the income statement as incurred.

Expenditure on development activities, whereby research findings are applied to a plan or design for the production of new or substantially improved products, is capitalised if the product is technically and commercially feasible and the Group has sufficient resources to complete development. The expenditure capitalised includes the cost of materials, direct labour and an appropriate proportion of overheads. Capitalised development expenditure is stated at cost less accumulated amortisation and impairment losses.

Capitalised development expenditure is amortised over its commercial production period or 5 years, whichever is lower, on a straight line basis.

(p) Taxation

The tax expense in the income statement represents taxation at current tax rates based on results for the financial year adjusted for items which are non-assessable or non-deductible.

Deferred taxation is provided on the liability method for taxation deferred in respect of all material timing differences except where it is thought reasonably probable that the tax effects of such deferrals will continue in the foreseeable future. Deferred tax benefits are only recognised where there is a reasonable expectation of realisation in the near future.

(q) Capitalisation of borrowing costs

Borrowing costs incurred on construction contracts and land under development that take a substantial period of time for completion are capitalised into the carrying value of the respective assets. Capitalisation of borrowing costs will cease when the assets are completed or during extended periods in which active construction or development is interrupted.

All other borrowing costs are charged to the income statement in the period in which they are incurred.

(r) Cash equivalents

Cash equivalents are short term, highly liquid investments that are readily convertible to known amounts of cash and which are subject to insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents exclude fixed deposits pledged to secure banking facilities, and are presented net of bank overdrafts.

(s) Rounding of amounts

Unless otherwise indicated, the amounts in these financial statements have been rounded to the nearest thousand. The currency used is Ringgit Malaysia ("RM").

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 153

Gro

up

2001

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At

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2001

Add

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RM

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1,43

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16,7

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91,

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7,80

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RM

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24,3

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RM

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280 - -

1,61

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1,61

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168,

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9,39

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173,

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BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

54

No title deeds have been issued in respect of certain land and buildings included above at a net book value of RM18,526,000 (2000 : RM18,731,000) for the Group and RM2,648,000 (2000 : RM2,676,000) for the Company.

Included in freehold land of the Group above is land with a total net book value of RM935,000 (2000 : RM935,000) held in trust by directors of certain subsidiary companies.

Company

2001Cost

At 1.1.2001Additions

At 31.12.2001

Accumulateddepreciation

At 1.1.2001Charge for the year

At 31.12.2001

Net book valueAt 31.12.2001

Net book valueAt 31.12.2000

Depreciation chargedfor the year ended31.12.2000

MotorvehiclesRM'000

904-

904

704136

840

64

200

222

Officeequipment,

furnitureand fittings

RM'000

4,24368

4,311

1,043428

1,471

2,840

3,200

686

Longleaseholdland andbuildingsRM'000

22,59933

22,632

700224

924

21,708

21,899

188

TotalRM'000

27,746101

27,847

2,447788

3,235

24,612

25,299

1,096

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 155

The following property, plant and equipment stated at net book value have been charged to banks to secure the bank borrowings referred to in note 19 below:

Included in property, plant and equipment are assets acquired under unexpired finance lease and hire purchase arrangements with net book values as follows:

3. INVESTMENT IN SUBSIDIARY COMPANIES

The unquoted shares shown at valuation were revalued by the directors in 1994 based on the value of the underlying net tangible assets of the subsidiary company concerned.

The 1994 valuation was a one-off exercise. It has never been the Group’s policy to carry out regular revaluations of its investments in subsidiary companies and accordingly, the carrying amount of the revalued investment has been retained on the basis of this one-off revaluation as though it has never been revalued.

Freehold land and building

Long leasehold land and building

Short leasehold land and building

Capital work-in-progress

Plant, machinery, moulds andfactory equipment

Tractors and motor vehicles

Office equipment, renovation,electrical installations and furnitureand fittings

2001RM'000

2,110

1,684

498

-

17,409

548

1,481

23,730

Group

2000RM'000

2,892

1,723

2,038

1,338

23,173

551

1,790

33,505

2001RM'000

-

-

-

-

-

-

-

-

Company

2000RM'000

-

-

-

-

-

-

-

-

Plant, machinery and factoryequipment

Tractors and motor vehicles

Office equipment

2001RM'000

7,983

1,231

51

Group

2000RM'000

813

3,826

-

2001RM'000

-

-

-

Company

2000RM'000

-

-

-

Unquoted shares, at cost

Unquoted shares, at 1994 valuation

2001RM'000

18,395

4,264

22,659

2000RM'000

18,395

4,264

22,659

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

56

Bina Puri Construction Sdn Bhd

Latar Project Management Sdn Bhd

Bina Puri Cambodia Ltd

Maskimi Sdn Bhd Hamay Glass Sdn Bhd Maskimi Venture Sdn Bhd Maskimi Polyol Sdn Bhd KM Quarry Sdn Bhd Sungai Long Industries Sdn Bhd

Sungai Long Bricks Sdn Bhd KM Road Specialist Sdn Bhd Sungai Long Plaster Industries Sdn Bhd

Bina Puri HG Corporation Sdn Bhd Bina Puri HG CPB Sdn Bhd

Konsortium Bina Puri-PanzanaEnterprise Sdn Bhd

Gugusan Murni Sdn Bhd

Aksi Bina Puri Sdn Bhd

Lebuhraya Assamjawa TamanRimba Berhad

Bina Puri Plantation Sdn Bhd Karseng Industries & Engineering

Sdn Bhd Bina Puri Sdn Bhd

Bina Puri Machinery Sdn Bhd

Easy Mix Sdn Bhd Easicrete Precast Sdn Bhd Bina Puri-HG Power Sdn Bhd

Principal activities

Contractor of earthworks,building and road construction

Provider of project management services(operations suspended)

Dormant

Investment holdingCeased operationsCommission agentManufacturer of polyolQuarry operatorQuarry operator and contractor of

road paving projectsManufacturer of bricksDormantManufacturer of plaster cement

DormantDormant

Contractor for road construction

Developer of a hotel(no active development)

Property developer

Builder of an expressway(operations suspended)

Investment holdingProperty developer

(no active development)Contractor of earthworks, building and

road constructionContractor of earthworks, building and

road construction (inactive)Producer of ready-mix concreteCeased operationDormant

2001%

100

--

100----

----

60-

51

51

70

60

100

-

-

---

60

2000%

100

--

100----

----

60-

51

51

70

60

100

-

-

---

60

Direct2001

%

-

60100

-65

1009070

51100100

90

-70

-

-

-

-

-

70

100

100100100

-

2000%

-

60100

-65

1009070

5151

10090

-70

-

-

-

-

-

70

100

100100100

-

IndirectEquity interest

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 157

All the subsidiary companies are incorporated in Malaysia with the exception of Bina Puri Cambodia Ltd which is incorporated in Cambodia.

Subsidiaries whose financial statements were subject to audit qualifications and particulars of the qualifications are as follows:

(a) Bina Puri Sdn Bhd

The auditors’ report expressed uncertainty over the collectibility of trade and related company receivables totaling RM21,239,000 and RM45,366,000 respectively and the recoverability of deferred project expenditure totaling RM8,042,000.

The report also drew attention to matters which raise doubt about the ability of this subsidiary to continue as a going concern.

(b) Sungai Long Industries Sdn Bhd

The auditors’ report expressed uncertainty over the collectibility of amount owing by related companies totaling RM2,120,000.

(c) Lebuhraya Assamjawa Taman Rimba Berhad

The auditors’ report expressed uncertainty over the recoverability of expressway development expenditure totaling RM6,506,000 and the collectibility of amount owing by a related company totaling RM637,000.

The report also drew attention to matters which raise doubt about the ability of this subsidiary to continue as a going concern.

(d) Bina Puri Plantation Sdn Bhd

The auditors’ report expressed uncertainty over the collectibility of amounts owing by subsidiary companies totaling RM7,629,000. The auditors’ report also contained a qualification for the non-recognition of impairment losses on investment in subsidiary companies amounting to RM32,697,000.

(e) Hamay Glass Sdn Bhd

The auditors’ reports stated that the going concern basis used for the preparation of the financial statements of this subsidiary was inappropriate.

(f) Bina Puri Machinery Sdn Bhd

The auditors’ report expressed uncertainty over the collectibility of an amount owing by a related company totaling RM2,087,000.

(g) Easy Mix Sdn BhdEasicrete Precast Sdn BhdLatar Project Management Sdn BhdKarseng Industries & Engineering Sdn BhdKM Quarry Sdn BhdMaskimi Sdn BhdMaskimi Venture Sdn BhdGugusan Murni Sdn Bhd

The auditors’ reports drew attention to matters which raise doubt about the immediate ability of these subsidiaries to continue as going concerns.

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

58

4. INVESTMENTS IN ASSOCIATED COMPANIES

The associated companies are as follows:

All the associated companies are incorporated in Malaysia. The equity interest in the associated companies are all held through Sungai Long Industries Sdn Bhd with the exception of Konsortium Bina Puri-Panzana (Nilai) Sdn Bhd which is held directly by the Company.

Unquoted shares at costShare of post acquisition profits less losses

Represented by:

Share of net assets of associated companies

* Represents RM4

2001RM'000

501,503

1,553

1,553

Group

2000RM'000

503,498

3,548

3,548

2001RM'000

*-

*

Company

2000RM'000

*-

*

PNSB-Sungai Long Sdn Bhd SLM Gabungan Sdn Bhd

Konsortium Bina Puri-Panzana (Nilai) Sdn Bhd

Principal activities

Ceased operationQuarry operation and contractor of road

paving projectsContractor for road construction

2001%

-

-40

2000%

-

-40

Direct2001

%

50

50-

2000%

50

50-

IndirectEquity interest

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 159

5. OTHER INVESTMENTS

Unquoted shares of the Group include an amount of RM439,000 (2000 : RM439,000) representing the cost of a 12%-equity interest in Ideal Heights Properties Sdn Bhd, a company in which certain directors have substantial financial interest.

6. DEFERRED PROJECT EXPENDITURE

Deferred project expenditure represents expenditure incurred and advances given in connection with projects which have still not been awarded or which have been awarded but not commenced by the Group and Company, as well as awarded projects which have been commenced but shelved pending renegotiation of contractual terms and/or the raising of the financing facilities necessary for the recommencement of the projects.

Shares quoted in Malaysia, at costUnquoted shares, at costTransferable corporate memberships

in golf and country resorts, at cost

Allowance for impairment loss

Market value of quoted shares

2001RM'000

531,433

271

1,757(295)

1,462

29

Group

2000RM'000

531,130

346

1,529-

1,529

39

2001RM'000

-645

10

655(295)

360

-

Company

2000RM'000

-681

10

691-

691

-

Deferred project expenditure, at cost

Amount written off

2001RM'000

32,950

(2,131)

30,819

Group

2000RM'000

32,991

(71)

32,920

2001RM'000

13,982

(1,262)

12,720

Company

2000RM'000

13,942

-

13,942

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

60

7. LAND HELD FOR DEVELOPMENT

The long leasehold land is charged to a finance company for a bridging loan facility of RM7 million granted to Ideal Heights Properties Sdn Bhd. The development expenditure comprise mainly land reclamation expenditure necessary to prepare the land for property development. No physical construction of buildings have commenced to date.

8. LAND UNDER DEVELOPMENT

The development expenditure is incurred on a housing development project under a joint venture agreement with the Perbadanan Kemajuan Ekonomi Negeri Perlis.

The long leasehold land under development has been charged to a bank to secure the bridging loan of RM2.25 million referred to in note 22 below.

The title deed to the long leasehold land is in the name of Perbadanan Kemajuan Ekonomi Negeri Perlis.

Long leasehold land at cost

Development expenditure at cost

2001RM'000

5,200

7,299

12,499

2000RM'000

5,200

7,269

12,469

Long leasehold land at cost

Development expenditure at cost

Attributable profit recognised to date

Progress billings to date

Progress billings comprise:

Progress billings- received- receivable

2001RM'000

576

4,592

5,16812

5,180(340)

4,840

151189

340

2000RM'000

807

6,536

7,34365

7,408(1,888)

5,520

4441,444

1,888

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 161

9. GROSS AMOUNTS DUE FROM/TO CUSTOMERS

The amount of contract expenditure is entirely attributable to contracts accounted for under the percentage of completion method described in note 1(h) to the financial statements. Contract expenditure incurred during the financial year includes the following expenses:

DepreciationProperty, plant and equipment written offInterest expenseRental expense

- plant, machinery and lorry- premises- motor vehicles

2001RM'000

2,445199

2,848

2,930231

28

2000RM'000

1,58341

420

4,930106

57

Aggregate contract expenditure incurred to date

Attributable profit recognised to date

Progress billings to date

Gross amount due from customersGross amount due to customers

Progress billings comprise:

Progress billings- received- receivable

Retention sums

2001RM'000

364,05537,296

401,351(390,095)

11,256

31,550(20,294)

11,256

307,59774,470

8,028

390,095

2000RM'000

427,59466,548

494,142(490,010)

4,132

16,093(11,961)

4,132

444,23831,01014,762

490,010

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

62

10. INVENTORIES

11. TRADE RECEIVABLES

12. SUNDRY RECEIVABLES, DEPOSITS AND PREPAYMENTS

At costRaw materials and consumablesFinished goods

At net realisable valueRaw materials and consumablesFinished goods

2001RM'000

7312,144

2,875518184

3,577

2000RM'000

9262,997

3,923284194

4,401

Progress payments receivable on construction contractsRetention sums on construction contractsProgress payments receivable from house buyersOther trade receivables

Allowance for doubtful debts

2001RM'000

160,78225,732

53526,240

213,289(34,759)

178,530

2000RM'000

112,45033,267

1,44433,994

181,155(24,422)

156,733

Sundry receivablesDepositsPrepayments

2001RM'000

9,9682,4133,037

15,418

Group

2000RM'000

17,8051,3423,015

22,162

2001RM'000

2,05612

409

2,477

Company

2000RM'000

6,86012

772

7,644

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 163

13. AMOUNTS OWING BY/TO SUBSIDIARY COMPANIES

The amount owing by subsidiary companies comprises:

The interest bearing non-trade account bears interest at 9% (2000 : 9%) per annum. The non-trade accounts are unsecured with no fixed terms of repayment.

However, the recognition of cumulative interest income amounting to RM3,620,000 (2000 : RM1,260,000) has been deferred in accordance with the accounting policy set out in note 1(m) (iv).

The amount owing to subsidiary companies comprises:

The trade accounts are unsecured and interest free with no fixed terms of repayment.

The interest bearing non-trade account bears interest at 9% (2000 : 9%) per annum. The non-trade accounts are unsecured with no fixed terms of repayment.

Non-trade accounts- interest bearing- interest free

Allowance for doubtful debts

2001RM'000

25,90019,383

45,283(6,810)

38,473

2000RM'000

20,76524,053

44,818(6,810)

38,008

Trade accountsNon-trade accounts- interest bearing- interest free

2001RM'000

6,290

3,03612,708

22,034

2000RM'000

4,478

3,0368,960

16,474

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

64

14. AMOUNTS OWING BY/TO ASSOCIATED COMPANIES

The amount owing by associated companies comprises:

The amount owing by associated companies is unsecured and interest free with no fixed terms of repayment.

The amount owing to associated companies comprises:

The amount owing to associated companies is unsecured and interest free with no fixed terms of repayment.

15. DEPOSITS

Deposits include amounts totaling RM18,970,000 (2000 : RM12,218,000) for the Group and RM7,064,000 (2000 : RM7,064,000) for the Company which have been pledged to secure performance bonds and bank guarantee facilities of the Group.

Trade accountsNon-trade accounts

2001RM'000

9,6631,553

11,216

Group

2000RM'000

506308

814

2001RM'000

7,60645

7,651

Company

2000RM'000

37538

413

Trade accountsNon-trade accounts

2001RM'000

56135

596

Group

2000RM'000

13435

169

2001RM'000

--

-

Company

2000RM'000

--

-

Fixed deposits with licensed banksOther cash deposits with insurance

companies

2001RM'000

13,552

5,683-

19,235

Group

2000RM'000

10,248

2,171-

12,419

2001RM'000

7,329

-

7,329

Company

2000RM'000

7,064

-

7,064

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 165

16. CASH AND BANK BALANCES

Included in cash and bank balances of the Group are:

(a) an amount of RM2,199,000 (2000 : RM7,472,000) held in a special project bank account from which withdrawals are restricted to contract expenditure incurred in respect of a specific project,

(b) an amount of RM201,000 (2000 : RM39,000) maintained in a Housing Development Account in accordance with the Housing Developers (Housing Development Account) Regulations 1991, and

(c) an amount of RM1,273,000 (2000 : nil) held under a Sinking Fund Account. The Sinking Fund Account balance is pledged to partly secure the banking facilities referred to in note 19 below.

17. CONTRACT INCOME RECEIVED IN ADVANCE

The contract income received in advance is to be set-off against future progress billings.

18. HIRE PURCHASE AND FINANCE LEASE LIABILITIES

Total future instalments payableUnexpired term charges

Total principal payable

Future instalments payable- not later than one year- later than one year but not later

than 5 years

Total future instalments payable

Principal payable- not later than one year

(included under current liabilities)- later than one year but not later

than 5 years

Total principal payable

2001RM'000

8,430(1,065)

7,365

3,559

4,871

8,430

2,931

4,434

7,365

2000RM'000

3,896(514)

3,382

1,704

2,192

3,896

1,406

1,976

3,382

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

66

19. BANK BORROWINGS

The above bank borrowings together with the long term loans referred to in note 22 below are secured by the following:

(a) Fixed charges over those charged property, plant and equipment referred to in note 2 and floating charges over the entire assets of certain subsidiary companies,

(b) A negative pledge over the assets of the Company and certain subsidiary companies,

(c) Deed of assignments over the proceeds of RM682.1 million contracts awarded to subsidiary companies,

(d) A pledge over the Sinking Fund Account referred to in note 16 above,

(e) A fixed legal charge over the land under development referred to in note 8.

The bank borrowings bear interest, as follows:

(a) Revolving credit facilities - 1% to 2.5% above the banks’ cost of funds(b) Bank overdrafts and trust receipts - 1.75% to 2.5% above base lending rate(c) Bankers’ acceptance - 2% above the banks’ discount rate(d) Term loans - 1% to 2.5% above base lending rate

20. SHARE CAPITAL

Revolving credit facilitiesBank overdraftsBankers’ acceptanceTrust receiptsCurrent portion of long term loans

(see note 22)

2001RM'000

154,68338,130

-2,518

10,763

206,094

Group

2000RM'000

128,31434,497

271688

5,151

168,921

2001RM'000

45,6797,823

---

53,502

Company

2000RM'000

51,8707,992

---

59,862

Authorised:Shares of RM1 each

Issued and fully paid:Ordinary shares of RM1 each

2001RM'000

100,000

40,000

2000RM'000

100,000

40,000

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 167

21. OTHER CAPITAL RESERVES (non-distributable)

Other capital reserves represent retained earnings of subsidiaries which have been capitalised for the issue of bonus shares to the Company. As a result of this capitalisation, these retained earnings are no longer available for distribution, and as such, have been transferred from retained earning to other capital reserves and considered non-distributable.

22. LONG TERM LOANS

23. DEFERRED TAXATION

At 31 December 2001, there were no timing differences on which deferred tax liability had not been provided(2000 : Nil).

At beginning of the yearTransfer from income statement

At end of the year

2001RM'000

3,328312

3,640

Group

2000RM'000

3,22999

3,328

2001RM'000

31033

343

Company

2000RM'000

-310

310

Bank term loan repayable by 60 equal monthly instalments commencing 1 year after full drawdown

Term loans from a finance company repayable by20 quarterly instalments commencing May 1996

RM700,000 bank term loan repayable by 120 equalmonthly instalments commencing June 1992

RM10 million bank term loan repayable by 19 monthlyinstalments commencing May 2000

Term loan converted from an overdraft by Danaharta ManagersSdn Bhd repayable by 45 monthly instalments commencingJanuary 2000

RM2.25 million bridging loan repayable upon redemption of titles

Repayments due within 12 months included under bank borrowings(see note 19)

2001RM'000

8,469

867

334

-

1,947553

12,170

(10,763)

1,407

2000RM'000

9,244

1,010

303

1,900

2,4151,328

16,200

(5,151)

11,049

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

68

24. RETIREMENT BENEFITS

25. REVENUE

26. COST OF SALES

At beginning of the yearProvision for the yearRetirement benefits paid during the year

At end of the year

Payable within the next 12 months(included under sundry payables and accruals)Payable after 12 months

2001RM'000

738146

(155)

729

-729

729

2000RM'000

676184

(122)

738

20718

738

Contract costs recognised as an expenseCost of properties soldCost of goods sold

2001RM'000

348,551757

44,412--

393,720

2000RM'000

219,0291,280

41,237--

261,546

Construction contract revenueRevenue from property developmentProject commissionSale of goods, comprising quarry

products, polyol, bricks and buildingmaterials

Management fee

2001RM'000

405,667685

5,278

47,083-

458,713

Group

2000RM'000

265,5121,3454,983

48,411-

320,251

2001RM'000

--

7,493

-160

7,653

Company

2000RM'000

--

6,712

-60

6,772

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 169

27. INVESTMENT INCOME

28. FINANCE COSTS

Hire purchase and finance lease interestBank overdraft interestRevolving credit interestBankers’ acceptance interestTerm loan interestInterest payable to a subsidiary companyOthers

2001RM'000

2732,8617,697

921,107

-497

12,527

Group

2000RM'000

4282,8278,892

2241,231

-174

13,776

2001RM'000

-676

3,320--

273-

4,269

Company

2000RM'000

28652

3,543--

267-

4,490

Gross dividend from - a subsidiary company- other unquoted investment

Interest incomeAllowance for advances owing by an

associated company written backGoodwill on consolidation written offLoss on disposal of other investmentsAllowance for impairment loss in other

investmentsAllowance for advances owing by

subsidiary companies considereddoubtful of collection

Discount on acquisition written off

2001RM'000

--

567

--

(4)

(295)

-288

556

Group

2000RM'000

-400

1,108

670(213)

(3)

-

--

1,962

2001RM'000

3,000-

265

--

(4)

(295)

--

2,966

Company

2000RM'000

--

2,321

---

-

(2)-

2,319

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

70

29. PROFIT BEFORE TAXATION

Profit before taxation is stated after charging:

Directors’ remuneration does not include the estimated monetary value of benefits-in-kind as follows:

Auditors’ remunerationBad and doubtful debtsDepreciationDirectors’ remuneration other than feesDirectors’ feesProperty, plant and equipment written offInventories written offLoss on disposal of property, plant and

equipmentProvision for retirement benefitsRental expense

- operating leases- land and premises- motor vehicles- machinery and equipment

Research and development expenditureSundry receivables and deposits written off

and crediting:

Allowance for doubtful debts written backBad debts recoveredGain on disposal of property, plant and

equipmentIncome from hire of motor vehicle and

machineryRental income

2001RM'000

15111,2028,4051,048

8545

-

-146

300669

16870

1,20559

59961

556

1,2761,544

Group

2000RM'000

1599,6619,9191,076

84149

11

501184

300561

649

1,056139

385168

-

1,1461,233

2001RM'000

20-

788215

85--

--

------

--

-

-473

Company

2000RM'000

20-

1,096239

8414

-

--

-----

32

--

101

-469

Company’s directors

2001RM'000

86

Group

2000RM'000

133

2001RM'000

18

Company

2000RM'000

28

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 171

30. TAXATION

The Group’s effective taxation rate for the year is high compared to the statutory rate mainly because of the inavailability of group relief for losses incurred by certain subsidiary companies.

The Company’s effective taxation rate for the year is high compared to the statutory rate as certain expenses have been disallowed in arriving at the chargeable income.

The following timing differences exist at 31 December for which the related deferred tax benefits have not been recognised in the financial statements:

31. EARNINGS PER SHARE

Earnings per share is calculated by dividing the Group profit for the year of RM5,765,000 (2000 : RM2,385,000) by the 40,000,000 ordinary shares in issue during the financial year.

Malaysian taxation based on the results forthe year

- current- deferred

Underprovision in prior years

Group’s share of taxation of associatedcompanies

2001RM'000

2,680(24)

2,6561,868

4,524

(31)

Group

2000RM'000

2,416(126)

2,290225

2,515

291

2001RM'000

9856

99127

1,018

-

Company

2000RM'000

510-

510310

820

-

Unabsorbed capital allowance and taxlosses

Excess of capital allowance claimed onproperty, plant and equipment overaccumulated depreciation

Other timing differences

2001RM'000

81,540

(3,935)1,719

79,324

Group

2000RM'000

90,445

(5,300)537

85,682

2001RM'000

-

--

-

Company

2000RM'000

-

--

-

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

72

32. EMPLOYEE INFORMATION

The number of employees (including executive directors) as at 31 December 2001 was 725 (2000 : 609) for the Group and 28 (2000 : 23) for the Company.

33. PURCHASE OF PROPERTY, PLANT AND EQUIPMENT

During the financial year, the Group and the Company acquired property, plant and equipment with an aggregate cost of RM9,390,000 (2000 : RM5,306,000) and RM101,000 (2000 : RM219,000), respectively.

The acquisitions were paid for as follows:

34. RELATED PARTIES TRANSACTIONS

Significant related party transactions during the year were as follows:

Staff costs

2001RM'000

25,198

Group

2000RM'000

23,344

2001RM'000

1,004

Company

2000RM'000

855

By cashHire purchase and lease financing

2001RM'000

3,6675,723

9,390

Group

2000RM'000

2,9522,354

5,306

2001RM'000

101-

101

Company

2000RM'000

219-

219

Transactions with associated companies

Secretarial fee received/receivable from- Konsortium Bina Puri-Panzana

(Nilai) Sdn Bhd ("KBPPN")- SLM Gabungan Sdn Bhd ("SLM")- PNSB-Sg Long Sdn Bhd ("PNSB")

Progress claim made by SLM

Sales of quarry products and plant hire to SLM

Sales of property, plant and equipment to SLM

2001RM'000

444

238

630

6

Group

2000RM'000

444

284

612

-

2001RM'000

444

-

-

-

Company

2000RM'000

444

-

-

-

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 173

Non-trade balances with associated companies as at 31 December were as follows:

Non-trade balances with subsidiary companies of SLM as at 31 December were as follows:

Amount owing by- SLM- PNSB- KBPPN

Amount owing to - SLM- PNSB

2001RM'000

1,5503-

-35

Group

2000RM'000

28016

35-

2001RM'000

133-

--

Company

2000RM'000

1016

--

Transactions with subsidiarycompanies of SLM

Secretarial fee received/receivable from- Juara Belia Sdn Bhd ("JBSB")- DPBS-Sungai Long (Sabah) Sdn Bhd

("DPBS")- Dapat Tahana Sdn Bhd ("DTSB")

Construction services rendered by- DPBS

Hiring charges paid and payable- JBSB- DTSB

2001RM'000

4

44

2,111

55289

Group

2000RM'000

4

44

7,435

--

2001RM'000

4

44

-

--

Company

2000RM'000

4

44

-

--

Amount owing by- JBSB- DPBS- DTSB

2001RM'000

141

257

Group

2000RM'000

101

10

2001RM'000

141

14

Company

2000RM'000

101

10

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

74

Non-trade balances with Perkasa Sutera Sdn Bhd, a company in which Dato’ Mohamed Feisal bin Ibrahim has substantial financial interest as at 31 December were as follows:

Transactions with companies / firmsin which certain directors havesubstantial financial interest

Legal fees paid to Anad & Noraini, a firm of which Dato’ Anad Krishnan A/LMuthusamy is member

Legal fees paid to Yusuf Khan & Pathmanathan, a firm of which Yusuf Khan bin Ghows Khan is member

Purchase of air tickets from Sea Travel & Tours Sdn Bhd, a company in which Tan Sri Datuk Tee Hock Seng, JP has substantial financial interest

Project management fee paid to Ideal Heights Properties Sdn Bhd, a company in which Dr Tan Cheng Kiat, Ng Chai Tee, JP, Tan Sri Datuk Tee Hock Seng, JP, Tee Hock Hin and Tay Hock Lee have substantial financial interests

Purchase of diesel from Syarikat Hoong Wah Trading, a firm in which Tan Sri Datuk Tee Hock Seng, JP has substantial financial interest

Progress billing made to Ideal Heights Properties Sdn Bhd

Purchase of property, plant and equipment from Ideal Heights Properties Sdn Bhd

Sales of ready mix products to Perkasa Sutera Sdn Bhd, a company in which Dato’ Mohamed Feisal bin Ibrahim have substantial financial interest

2001RM'000

-

22

662

15

2,579

318

27

24

Group

2000RM'000

114

8

484

102

3,600

-

-

4

2001RM'000

-

-

73

-

-

-

-

-

Company

2000RM'000

59

-

96

-

-

-

-

-

Deposit paid

2001RM'000

200

Group

2000RM'000

200

2001RM'000

-

Company

2000RM'000

-

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 175

Secretarial fees received/receivable from subsidiary companies are aggregated because these transactions are similar in nature and no single transaction is significant enough to warrant separate disclosure.

All the above transactions have been entered into in the normal course of business and have been established under negotiated terms.

Transactions between the Company and its subsidiary companies

Management fee received/receivable from- Aksi Bina Puri Sdn Bhd- Maskimi Polyol Sdn Bhd- Easy Mix Sdn Bhd- Sungai Long Industries Sdn Bhd

Rental income received/receivable from- Bina Puri Construction Sdn Bhd- Bina Puri Sdn Bhd

Project commission received/receivable from - Bina Puri Sdn Bhd- Bina Puri Construction Sdn Bhd

Interest income received/receivable from- Aksi Bina Puri Sdn Bhd- Hamay Glass Sdn Bhd- KM Quarry Sdn Bhd- Lebuhraya Assamjawa Taman Rimba Berhad- Maskimi Sdn Bhd- Maskimi Polyol Sdn Bhd- Latar Project Management Sdn Bhd

Secretarial fees received/receivable fromsubsidiary companies

Security and safety charges payable to Maskimi Venture Sdn Bhd

Interest expense paid/payable to Bina Puri Sdn Bhd

2001RM'000

1160

386

83284

2,983188

-------

37

49

273

2000RM'000

-60

--

83284

1,9901,231

15347106

991,216

2871

68

73

267

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

76

35. COMMITMENTS

36. OPERATING LEASE COMMITMENTS

Contracted acquisition of property, plant and equipment not provided for in the financial statements

Contracted development expenditure in respect of the deferred projects referred to in note 6 above (estimated)

2001RM'000

62,642

1,642,832

1,705,474

Group

2000RM'000

62,620

1,642,832

1,705,452

2001RM'000

-

742,832

742,832

Company

2000RM'000

-

742,832

742,832

Operating lease rentals payable- not later than 1 year- later than 1 year but not later

than 5 years- later than 5 years

2001RM'000

3001,200

1,200

2,700

Group

2000RM'000

3001,200

1,500

3,000

2001RM'000

--

-

-

Company

2000RM'000

--

-

-

BINA PURI HOLDINGS BHD. (207184-X)

a n n u a l r e p o r t 2 0 0 177

37. CONTINGENT LIABILITIES (unsecured)

Litigation

(a) The Company was involved in an arbitration with Majuwira Development Sdn Bhd ("MDSB") in relation to the proposed development of 96 units of high rise condominium in Kota Kinabalu. MDSB claimed for a sum of RM11.9 million plus liquidated damages. The arbitrator has granted his interim award dated 26 September 2000 and final award dated 20 February 2002 in favour of BPHB and has dismissed MDSB’s claims. An application has been made by MDSB to set aside the final award wherein indication has been given that an application to extend time to set aside the interim award may be made.

(b) A project manager, Kimpoint Sdn Bhd has made a claim of RM8.8 million plus interest against the Company, being fees for services rendered as project manager to a proposed project known as "Chha Yong". No amount in respect of this dispute has been included in the financial statements as its outcome is presently uncertain.

(c) A third party has instituted legal action against a subsidiary company and another party for an amount of RM17,003,000, unspecific general damages, interest and costs in respect of contract work done. The subsidiary company is seeking an injunction/declaration that it is not a party to the dispute. No amount in respect of this dispute has been included in the financial statements as its outcome is presently uncertain.

Guarantees given in favour of financial institutions for credit facilities granted to subsidiary companies

Guarantees given to secure leasing and hire-purchase liabilities of subsidiary companies

Guarantees given in favour of suppliers of goods for credit terms granted to subsidiary companies

Performance bonds given on behalf of associated companies

Guarantees given for employees’ housing loans

Guarantees given for performance bond granted to subsidiary companies

2001RM'000

-

-

-

3,846

500

-

4,346

Group

2000RM'000

-

-

-

2,404

500

-

2,904

2001RM'000

178,910

3,507

6,169

3,846

-

69,283

261,715

Company

2000RM'000

130,224

1,331

5,665

2,404

-

39,217

178,841

BINA PURI HOLDINGS BHD. (207184-X)

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

Accounting Policies and Explanatory Notes forthe Year Ended 31 December 2001

78

38. SEGMENTAL ANALYSIS

The Group’s businesses are substantially carried out in Malaysia.

2001

ConstructionProperty developmentQuarry and ready mix concretePolyol manufacturingGlassware manufacturing

Group’s share of associated companies revenue

Assetsemployed

RM'000

343,7555,615

55,1905,833

15,086

425,479-

425,479

Profit / (Loss)before taxation

RM'000

17,125(4)

(3,121)99

(4,863)

9,236-

9,236

RevenueRM’000

410,1441,832

61,8204,531

-

478,327(19,614)

458,713

2000

ConstructionProperty developmentQuarry and ready mix concretePolyol manufacturingGlassware manufacturing

Group’s share of associated companies revenue

Assetsemployed

RM'000

296,1617,072

61,2835,752

19,410

389,678-

389,678

Profit / (Loss)before taxation

RM'000

11,187100

1,950(985)

(6,514)

5,738-

5,738

RevenueRM’000

277,2271,345

67,9693,688

-

350,229(29,978)

320,251

BINA PURI HOLDINGS BHD. (207184-X)

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

Statement by Directors

79

In the opinion of the directors, the financial statements set out on pages 38 to 78 are drawn up:

(a) so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2001 and of their results and cash flows for the year then ended;

(b) in accordance with applicable approved accounting standards.

On behalf of the directors

DATO’ MOHAMED FEISAL BIN IBRAHIM TAN SRI DATUK TEE HOCK SENG, JPDirector Director

29th April 2002

I, Tan Sri Datuk Tee Hock Seng, JP, being the director primarily responsible for the financial management of Bina PuriHoldings Bhd, do solemnly and sincerely declare that to the best of my knowledge and belief, the financial statements setout on pages 38 to 78 are correct.

And I make this solemn declaration conscientiously believing the same to be true and by virtue of the provisions of theStatutory Declarations Act, 1960.

Subscribed and solemnly declared at )Kuala Lumpur in the Federal Territory )

)this 29th April 2002 )

)) TAN SRI DATUK TEE HOCK SENG, JP

Before me: Robert Lim Hock Kee ( WO92)

Commissioner for Oaths

Statutory Declaration

BINA PURI HOLDINGS BHD. (207184-X)

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

Analysis of ShareholdingsAs at 30th April 2002

80

Authorised Capital : RM100,000,000.00Issued and Paid-up Capital : RM40,000,000.00Class of Shares : Ordinary shares of RM1.00 each

Less than 1,000 3 0.14 707 0.001,000 - 10,000 2,026 92.38 5,363,000 13.4110,001 - 100,000 134 6.11 3,671,836 9.1810,001 to less than 5% of issued shares 25 1.14 14,937,196 37.345% and above of issued shares 5 0.23 16,027,261 40.07

Total 2,193 100.00 40,000,000 100.00

CATEGORY OF SHAREHOLDERS

1. Individual 1,852 84.45 20,906,579 52.27

2. Corporate Body

a) Banks, Finance Companies 2 0.09 13,000 0.03b) Trusts, Foundations, Charities 0 0.00 0 0.00c) Private Limited Companies 29 1.32 681,000 1.70d) Clubs, Associations, Societies 0 0.00 0 0.00e) Cooperatives 2 0.09 19,000 0.05

3. Government Agencies / Institutions 1 0.05 4,000 0.01

4. Nominee Companies 307 14.00 18,376,421 45.94

Total 2,193 100.00 40,000,000 100.00

No. ofShares

% ofShares

No. ofShareholders

% ofShareholders

Range ofShareholdings

No. ofShares

% ofShares

No. ofShareholders

% ofShareholders

BINA PURI HOLDINGS BHD. (207184-X)

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

Additional Information on ShareholdersAs at 30th April 2002

81

SUBSTANTIAL SHAREHOLDERS

Dr. Tony Tan Cheng Kiat 4,376,951 10.94

HDM Nominees (Tempatan) Sdn. Bhd. 4,000,000 10.00HDM Venture Capital Sdn. Bhd. for Jentera Jati Sdn. Bhd.

Tan Sri Datuk Tee Hock Seng, JP 3,173,713 7.93

HLG Nominee (Asing) Sdn. Bhd. 3,000,000 7.50Commerzbank (SEA) Ltd. for Jentera Jati Sdn. Bhd.

Mayban Nominees (Tempatan) Sdn. Bhd. 3,000,000 7.50Pledged Securities Account for Jentera Jati Sdn. Bhd. (41401197059B)

Tee Hock Hin 2,227,884 5.57

Cheo Chet Lan @ Chow Sak Nam 2,197,884 5.49

Ng Chai Tee, JP 2,007,770 5.02

*Beneficial interest held under his own name and nominee companies

No. ofShares

% ofShares

*

*

*

BINA PURI HOLDINGS BHD. (207184-X)

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

Additional Information on Shareholders As at 30th April 2002

82

Additional Information on Shareholders as at 30th April 2002 (Cont’d)

TWENTY LARGEST SHAREHOLDERS

1 HDM Nominees (Tempatan) Sdn. Bhd. 4,000,000 10.00HDM Venture Capital Sdn. Bhd. for Jentera Jati Sdn. Bhd.

2 Tan Sri Datuk Tee Hock Seng, JP 3,173,713 7.93

3 HLG Nominee (Asing) Sdn. Bhd. 3,000,000 7.50Commerzbank (SEA) Ltd. for Jentera Jati Sdn. Bhd.

4 Mayban Nominees (Tempatan) Sdn. Bhd. 3,000,000 7.50Pledged Securities Account for Jentera Jati Sdn. Bhd. (41401197059B)

5 TA Nominees (Tempatan) Sdn. Bhd. 2,853,548 7.13Pledged Securities Account for Dr. Tony Tan Cheng Kiat

6 Ng Chai Tee, JP 2,007,770 5.02

7 Alliancegroup Nominees (Tempatan) Sdn. Bhd 1,756,707 4.40Pledged Securities Account for Cheo Chet Lan @ Chow Sak Nam

8 Tay Hock Lee 1,666,707 4.17

9 Tee Hock Hin 1,579,530 3.95

10 Tee Hock Loo 1,240,707 3.10

11 Dato’ Mohamed Feisal Bin Ibrahim 1,100,000 2.75

12 RHB Capital Nominees (Tempatan) Sdn. Bhd. 799,812 2.00Pledged Securities Account for Dr. Tony Tan Cheng Kiat (861017)

13 Dr. Tony Tan Cheng Kiat 723,591 1.81

14 PAB Nominee (Tempatan) Sdn. Bhd. 648,354 1.62Pledged Securities Account for Tee Hock Hin

(O/A Bina Jati Sdn. Bhd. - Tmn Midah)

15 Cheo Chet Lan @ Chow Sak Nam 441,177 1.10

16 Ang Bee Eng 421,177 1.05

17 Goh Phaik Lynn 400,000 1.00

18 Lee Kheng San 357,177 0.90

19 Ng Onn Sea 320,177 0.80

20 Kuala Lumpur City Nominees (Tempatan) Sdn. Bhd. 200,000 0.50Alpha Grace Sdn. Bhd. (D12)

Total 29,690,147 74.23

No. ofShares

% ofShares

BINA PURI HOLDINGS BHD. (207184-X)

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

List of Group Properties

83

HS

(M

) 13

570

PT

No.

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BINA PURI HOLDINGS BHD. (207184-X)

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

List of Group Properties

84

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7

BINA PURI HOLDINGS BHD. (207184-X)

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

Group Corporate Directory

85

BINA PURI HOLDINGS BHD. (207184-X)

Wisma Bina Puri88, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6136 3333Fax : (03) 6136 9999Website : http://www.binapuri.comE-mail : [email protected]

• BINA PURI SDN. BHD. (23296-X)

Wisma Bina Puri88, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6136 3888Fax : (03) 6136 9993E-mail : [email protected]

• BINA PURI CONSTRUCTION SDN. BHD. (181471-P)

Kuala Lumpur Office14 & 15, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6137 8500Fax : (03) 6137 8511E-mail : [email protected]

• Kota Kinabalu OfficeSuite 6-10, 12th FloorWisma PerindustrianJalan Istiadat Likas88400 Kota Kinabalu, Sabah, Malaysia.Tel : (088) 254 766Fax : (088) 254 788Email : [email protected]

• EASY MIX SDN. BHD. (242217-D)

• EASICRETE PRECAST SDN. BHD. (246157-M)

Batu 11 3/4, Jalan Hulu Langat43100 Hulu LangatSelangor Darul Ehsan, Malaysia.Tel : (03) 9021 5851Fax : (03) 9021 5798E-mail : [email protected]

• KM QUARRY SDN. BHD. (409397-V)

BB-456, Taman Melaka BaruBatu Berendam, 75350 Melaka, Malaysia.Tel : (06) 317 9077

: (06) 553 2114 (site)Fax : (06) 317 7829

(06) 553 2148 (site)

• MASKIMI POLYOL SDN. BHD. (405559-D)

Unit 1-8, Lot 5815Jalan Reko, 43000 KajangSelangor Darul Ehsan, Malaysia.Tel : (03) 8733 2078Fax : (03) 8733 2084E-mail : [email protected]

• MASKIMI VENTURE SDN. BHD. (377437-V)

Wisma Bina Puri88, Jalan Bukit Idaman 8/1Bukit Idaman, 68100 SelayangSelangor Darul Ehsan, Malaysia.Tel : (03) 6136 3333Fax : (03) 6136 9999E-mail : [email protected]

• SUNGAI LONG INDUSTRIES SDN. BHD. (198655-D)

• SUNGAI LONG BRICKS SDN. BHD. (332315-X)

• SUNGAI LONG PLASTER INDUSTRIES SDN. BHD. (286217-U)

Batu 11 3/4, Jalan Hulu Langat43100 Hulu LangatSelangor Darul Ehsan, Malaysia.Tel : (03) 9021 2400Fax : (03) 9021 2425E-mail : [email protected]

Subsidiaries

• SLM GABUNGAN SDN. BHD. (241140-D)

105B, Jalan SS21/3747400 Petaling JayaSelangor Darul Ehsan, Malaysia.Tel : (03) 7722 5008Fax : (03) 7722 5007E-mail : [email protected]

• DPBS-SUNGAI LONG (SABAH) SDN. BHD.(318280-P)

Suite 6-10, 12th FloorWisma PerindustrianJalan Istiadat Likas88400 Kota Kinabalu, Sabah, Malaysia.Tel : (088) 254 766Fax : (088) 254 788E-mail : [email protected]

• IDEAL HEIGHTS PROPERTIES SDN. BHD. (127701-D)

No. 1 & 2, Jalan Bukit Idaman 8/1P.O. Box 20, Bukit Idaman68100 Selayang, Selangor, Malaysia.Tel : (03) 6138 6102Fax : (03) 6138 7890E-mail : [email protected]

Other Company

Associated Companies

This page has been intentionally left blank

Proxy Form

I/We ___________________________________________________________________________________________

of _____________________________________________________________________________________________

being (a) member(s) of the abovenamed Company, hereby appoint _________________________________________

of _____________________________________________________________________________________________

or failing him/her, _________________________________________________________________________________

of _____________________________________________________________________________________________

as my/our proxy to vote for me/us and on my/our behalf at the Eleventh Annual General Meeting of the Company to beheld at Ground Floor, Wisma Bina Puri, 88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsanon Thursday, 27 June 2002 at 10:00 a.m. and at any adjournment thereof, as indicated below:-

1. To receive the Audited Accounts for the year ended 31 December 2001 and the Reports of Directors and Auditors thereon.

2. To re-elect YBhg. Tan Sri Datuk Tee Hock Seng, JP who retires pursuant to Paragraph 7.28 of the Listing Requirements of the Kuala Lumpur Stock Exchange.

3. To re-elect the following Directors who retire pursuant to Article 80 of the Company’s Articles of Association:3.1 Mr. Tee Hock Hin3.2 Mr. Ng Chai Tee, JP

4. To re-elect the following Directors who retire pursuant to Article 87 of the Company’s Articles of Association:4.1 En. Khalid Bin Sufat4.2 Mr. Lim Joo Kiat

5. To re-appoint Messrs Moores Rowland as Auditors of the Company and to authorise the Directors to fix their remuneration.

No For AgainstResolutions

Please indicate with a cross “X” in the spaces provided whether you wish your votes to be cast for or against theResolutions. In the absence of specific directions, your proxy will vote or abstain as he/she thinks fit.

Dated this_________day of_____________2002

______________________________________________

Signature (First or Sole Shareholder or Common Seal)

NO. OFSHARES HELD

Notes:A proxy may but need not be a member of the Company and the provision of Section 149(1)(b) of the CompaniesAct, 1965 shall not apply to the Company.

To be valid this form duly completed must be deposited at the registered office of the Company at Wisma Bina Puri,88, Jalan Bukit Idaman 8/1, Bukit Idaman, 68100 Selayang, Selangor Darul Ehsan not less than forty-eight (48)hours before the time for holding the meeting.

A member shall be entitled to appoint more than one proxy to attend and vote at the same meeting. The provisionof Section 149(1)(c) of the Companies Act, 1965 shall not apply to the Company.

Where a member appoints more than one (1) proxy the appointment shall be invalid unless he specifies theproportions of his holdings to be represented by each proxy.

If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of its attorney.

Proxy Form

BINA PURI HOLDINGS BHD.(207184-X)

Group Company SecretaryWisma Bina Puri

88, Jalan Bukit Idaman 8/1,Bukit Idaman, 68100 Selayang,

Selangor Darul Ehsan, Malaysia.

STAMP

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