51

CORPORATE STRUCTURE - Idaman Unggul Berhad - … Idaman Unggul Berhad (279343-W) Annual Report 2006 Corporate Structure 2 Notice Of 4th Annual General Meeting 3 - 4 Corporate Information

Embed Size (px)

Citation preview

Idaman Unggul Berhad (279343-W) Annual Report 20061

Corporate Structure 2

Notice Of 4th Annual General Meeting 3 - 4

Corporate Information 5

Profile Of Directors 6 - 7

Corporate Governance Statement 8 - 12

Statement Of Internal Control 13

Report On Audit Committee 14 - 16

Additional Compliance Information 17 - 18

Chairman Statement 19 - 21

Directors’ Report And Financial Statements

Directors’ Report 23 - 27

Statement by Directors 28

Statutory Declaration 28

Report of the Auditors 29 - 30

Income Statements 31 - 32

Balance Sheets 33 - 34

Consolidated Statement of Changes in Equity 35 - 37

Statement of Changes in Equity 38

Cash Flow Statements 39 - 41

Notes to the Financial Statements 42 - 130

Statement Of Shareholdings 131

Thirty Largest Shareholdings 131

Substantial Shareholders 132

Directors’ Shareholdings 132

Statement Of Shareholdings 133

Thirty Largest ICULS-B Holders 133

Substantial ICULS-B Holders 134

Directors’ ICULS-B Holdings 134

List Of Properties 135

Appendix I 136 - 144

Form Of Proxy 145

CONTENT

Idaman Unggul Berhad (279343-W) Annual Report 2006 2

CORPORATE STRUCTURE

IDAMAN UNGGUL BERHAD(279343-W)

(Incorporated in Malaysia)

Special PurposeVehicle

Information andCommunication

Technology

FinancialServices

InvestmentHolding

Lambang Pertama Sdn Bhd100%

PICT Solution Sdn Bhd100%

Tahan InsuranceMalaysia Berhad

100%

PCM Synergy Sdn Bhd100%

F. T. Land Sdn Bhd100%

Talapia Jati Sdn Bhd100%

Straight Effort Sdn Bhd.100%

Idaman Investment Ltd100%

Idaman Solar(Indonesia) Ltd

51%

Idaman Monarch(Philippines) Ltd

100%

Idris Hydraulic(Malaysia) Bhd

100%

Kenangan Cergas (M)Sdn Bhd

100%

Idris Hydraulic IndustriesSdn Bhd

100%

Idris Hydraulic PropertiesSdn Bhd

100%

Idris Hydraulic VencapSdn Bhd

100%

Inlandpark Sdn Bhd100%

Idris Bersatu ManagementSdn Bhd

100%

AE KreditSdn Bhd

100%

Sagisan Sdn Bhd100%

Wiragain Sdn Bhd100%

Idris Hydraulic Investment(Myanmar) Ltd

100%

Klinker Investments Ltd100%

Kekal Asal Sdn Bhd100%

Magnitude Ace (M)Sdn Bhd

100%

Idris Hydraulic CapitalSdn Bhd

100%

Syarikat Sogon BersaudaraSdn Bhd

100%

Anscan International Ltd50% + 1

Tenju Sdn Bhd100%

Finmark Ltd100%

Bintang Tawau Sdn Bhd100%

APW Pty Ltd100%

Syarikat SabakinaSdn Bhd

100%

Fiowin InvestmentsLimited100%

Resolute EnterpriseSdn Bhd

100%

Mee Cheong Sdn Bhd100%

IHMB Wood HoldingsSdn Bhd

100%

IHMB TimberSdn Bhd

100%

Capital Intelligence Asset Managers Sdn Bhd(formerly known as IUB Asset Management Sdn Bhd)

76%

Petunjuk/Keys

Directly held by IUB

Indirectly held by IUB

Naluri Ultra Sdn Bhd100%

Idaman Unggul Berhad (279343-W) Annual Report 20063

NOTICE IS HEREBY GIVEN THAT the Fourth Annual General Meeting of the Company will be held at Sri Petaling Ballroom, Level 1, Hotel Sri Petaling, 30 Jalan Raden Anum, Bandar Baru Sri Petaling, 57000 Kuala Lumpur on Thursday, 30 August 2007 at 9.00 a.m. to transact the following business :

1. To receive and adopt the Audited Financial Statements of the Company for the year ended 31 December 2006 and the Reports of the Directors and Auditors thereon.

[Resolution 1]

2. To re-elect Dato’ Che Mohd Annuar bin Che Mohd Senawi who retires by rotation in accordance with Article 97 of the Company’s Articles of Association and being eligible, offers himself for re-election.

[Resolution 2]

3. To re-elect Haji Hussein bin Hamzah who retires by rotation in accordance with Article 97 of the Company’s Articles of Association and being eligible, offers himself for re-election.

[Resolution 3]

4. To approve the payment of Directors’ fees. [Resolution 4]

5. To re-appoint Messrs. Ernst & Young as Auditors of the Company and to hold office until the conclusion of the next Annual General Meeting, at a remuneration to be determined by the Directors.

[Resolution 5]

SPECIAL BUSINESS

6. To consider and if thought fit, to pass the following Ordinary Resolution :

Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act 1965

“THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965, to issue and allot shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed 10% of the issued share capital of the Company and that such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.”

[Resolution 6]

7. To consider and if thought fit, to pass the following Special Resolution :

Proposed Amendments to the Articles of Association of the Company

“THAT the deletions, alterations, modifications, variations and additions to the Articles of Association of the Company as set out in Appendix I attached with the Annual Report for the financial year ended 31 December 2006 be and are hereby approved.”

[Special Resolution 1]

8. To transact any other ordinary business of which due notice shall have been given.

BY ORDER OF THE BOARD

QUAH KHIAN KHOON (MAICSA 7030264)Secretary9 August 2007

NOTICE OF 4TH ANNUAL GENERAL MEETING

Idaman Unggul Berhad (279343-W) Annual Report 2006 4

Notes :

1. A member entitled to attend and vote at the Meeting is entitled to appoint a proxy to attend and vote in his stead. A proxy need not be a member of the Company.

2. Subject to the Act, where a member appoints two proxies, the appointment shall be invalid unless he specifies the proportions of his holding to be represented by each proxy.

3. The instrument appointing a proxy shall be in writing under the hand of the appointor or his attorney duly authorised in writing or if such appointor is a corporation, either under its common seal or the hand of an officer or attorney duly authorised.

4. The Form of Proxy must be completed, signed and deposited at the Company’s Registered Office not less than 48 hours before the time set for the meeting or adjourned meeting.

EXPLANATORY NOTES ON SPECIAL BUSINESS

Ordinary Resolution No. 6 : Authority to Issue and Allot Shares

The proposed Ordinary Resolution is primarily to give flexibility to the Board of Directors to issue and allot shares at any time in their absolute discretion without convening a general meeting.

Special Resolution No. 1 : Proposed Amendments to the Articles of Association of the Company

The proposed Special Resolution will render the Articles of Association of the Company to be consistent with the new requirements under Chapter 7 of the Listing Requirements of Bursa Malaysia Securities Berhad.

1. DIRECTORS WHO ARE STANDING FOR RE-ELECTION

The Directors retiring by rotation pursuant to Article 97 of the Articles of Association are :

(a) Dato’ Che Mohd Annuar bin Che Mohd Senawi; and(b) Haji Hussein bin Hamzah

The details of the Directors seeking for re-election are outlined on pages 6 & 7 of the Annual Report 2006.

2. DETAILS OF ATTENDANCE AT BOARD MEETING

A total of five (5) Board Meetings were held during the financial year ended 31 December 2006.

Details of attendance of the Directors are set out in the Profile of Directors appearing on page 9 of the Annual Report.

3. The Fourth Annual General Meeting of the company will be held at Sri Petaling Ballroom, Level 1, Hotel Sri Petaling, 30 Jalan Raden Anum, Bandar Baru Sri Petaling, 57000 Kuala Lumpur on Thursday, 30 August 2007 at 9.00 a.m.

NOTICE OF 4TH ANNUAL GENERAL MEETING (Contd)

STATEMENT ACCOMPANYING NOTICE OF ANNUAL GENERAL MEETING

Idaman Unggul Berhad (279343-W) Annual Report 20065

CORPORATE INFORMATION

BOARD OF DIRECTORS

Dato’ Che Mohd Annuar bin Che Mohd Senawi (Executive Chairman)

Dato’ Ab. Halim bin Mohyiddin(Independent, Non-Executive Director)

Datuk Che Mokhtar bin Che Ali(Non-Independent, Non-Executive Director)

Haji Hussein bin Hamzah(Independent, Non-Executive Director)

Brig. Jen. (B) Dato’ Pahlawan Hj Jamil bin Tahir (Independent, Non-Executive Director)

Dr. Radzuan bin Abdul Rahman(Independent, Non-Executive Director)

AUDIT COMMITTEE

Haji Hussein bin Hamzah(Chairman/Independent, Non-Executive Director)

Dato’ Ab. Halim bin Mohyiddin(Independent, Non-Executive Director)

Brig. Jen (B) Dato’ Pahlawan Hj Jamil bin Tahir (Independent, Non-Executive Director)

Dr. Radzuan bin Abdul Rahman(Independent, Non-Executive Director)

COMPANY SECRETARY

Quah Khian Khoon(MAICSA No. 7030264)

REGISTERED OFFICE

4th Floor, No. 17-21, Jalan Medan Tuanku Satu Medan Tuanku50300 Kuala LumpurTel : 03-27861188 Fax : 03-27136188

SHARE REGISTRAR

Symphony Share Registrars Sdn. Bhd.Level 26, Menara Multi PurposeCapital SquareNo. 8 Jalan Munshi Abdullah50100 Kuala LumpurTel : 03-27212222Fax : 03-27212530

AUDITORS

Messrs. Ernst & Young

PRINCIPAL BANKERS

CIMB Bank Berhad

STOCK EXCHANGE

The Main Board of the Bursa Malaysia Securities Berhad

Idaman Unggul Berhad (279343-W) Annual Report 2006 6

PROFILE OF DIRECTORS

DATO’ CHE MOHD ANNUAR BIN CHE MOHD SENAWI Executive Chairman Dato’ Che Mohd Annuar Bin Che Mohd Senawi (“Dato’ Annuar”), aged 59, a Malaysian, was appointed to the Board of Idaman Unggul Sdn Bhd on 17 December 1993. He holds a Bachelor of Arts Degree in Actuarial Science and Demography from Macquarie University, Sydney, Australia in 1972 and is an Associate Member of the Institute of Actuaries (London).

Dato’ Annuar joined the public service as an Actuarial Officer at the Prime Minister’s Department in 1973. Prior to joining the private sector in 1984 he held the position of Government Actuary. He was the Chief Executive Officer of Malaysian Cooperative Insurance Society from 1984 to 1989 and held the position of the Executive Chairman of Malaysia Nasional Insurance Berhad from 1989 to 1996. He was the Director of various corporations such as Employees Provident Fund, United Malayan Banking Corporation Bhd, Island and Peninsular Bhd, Landmarks Bhd and Shangri-la Hotel Bhd. He currently sits on the Board of Tahan Insurance Malaysia Berhad.

Dato’ Annuar is deemed to have an indirect interest in the subsidiaries of IUB by virtue of Section 6A(4) of the Companies Act, 1965 held through IUB. He has no relationship with any other director and/or substantial shareholders of IUB, has no conflict of interests with IUB and has had no convictions for offences within the past 10 years.

DATO’ AB. HALIM BIN MOHYIDDIN Independent Non-Executive Director

Dato’ Ab. Halim bin Mohyiddin (“Dato’ Halim”), DPMS, aged 61, a Malaysian, was appointed to the Board on 23 September 2003. He graduated with a Bachelor of Economics (Accounting) from University of Malaya in 1971. Upon graduation, he joined University Kebangsaan Malaysia as a Faculty Member of the Faculty of Economics. In 1973, he obtained his Masters of Business Administration from University of Alberta, Edmonton, Canada and in 1975 he obtained Diploma in Accountancy (post-grad) from University of Malaya. In 1977, he joined KPMG/ KPMG Desa Megat & Co and was made partner of the firm in 1985. He retired from the firm in 2001.

He is currently President of the Malaysian Institute of Certified Public Accountants (MICPA) and the Chairman of the Education and Training Committee of the Institute. He is also a Council Member of Malaysia Institute of Accountants (MIA) and Chairman of its Qualifying Examination Committee.

Dato’ Halim is currently serving on the Board of several private and public listed companies namely Hei Tech Padu Berhad, Utusan Melayu Malaysia Berhad, Digi.Com Berhad, MCM Technologies Berhad, KNM Group Berhad, Amway (Malaysia) Holdings Bhd, Kumpulan Perangsang Selangor Bhd and ECM Libra Avenue Berhad.

Dato’ Halim does not hold any shares in the Group and has no relationship with any other director and/or substantial shareholders of IUB, has no conflict of interests with IUB and has had no convictions for offences within the past 10 years.

DATUK CHE MOKHTAR BIN CHE ALI Non-Independent Non-Executive Director

Datuk Che Mokhtar bin Che Ali (“Datuk Che Mokhtar”), aged 53, a Malaysian, was appointed to the Board on 23 September 2003. He graduated with a Bachelor of Arts (B.A.) and Bachelor of Law (LLB) degrees from Victoria University of Wellington, New Zealand. He was a former Magistrate and Deputy Public Prosecutor. He has been an Advocate and Solicitor of the High Court of Malaya since 1983. He is a Notary Public and a member of Advocates and Solicitors Disciplinary Committee. He currently sits on the Board of Focal Aims Holdings Berhad.

Datuk Che Mokhtar does not hold any shares in the Group and has no relationship with any other director and/or substantial shareholders of IUB and has had no convictions for offences within the past 10 years.

Idaman Unggul Berhad (279343-W) Annual Report 20067

PROFILE OF DIRECTORS (Contd)

HAJI HUSSEIN BIN HAMZAHIndependent Non-Executive Director

Haji Hussein bin Hamzah (“Tuan Hj Hussein”), aged 63, a Malaysian, was appointed to the Board on 23 September 2003. He holds Associateship in Architecture from Western Australian Institute of Technology and Diploma in Architecture from MARA Institute of Technology.

Tuan Hj Hussein is a Registered Architect in Board of Architects, Malaysia and held various positions in Professional Institutes including Pertubuhan Arkitek Malaysia (“PAM”) serving as president from 1989 to 1990, and Institut Rekabentuk Dalaman Malaysia (“IPDM”) serving as president from 1992 to 1994. He has served as a member representing PAM on the Board of Architects (1990 to 1992), the Committee for GATT and Trade in Services, Ministry of Finance, the consultative Panel for the National Housing Policy and as Chairman for the Standards Committee on use of buildings by the handicapped in the Ministry of Housing and Local Government. He currently sits on the Board of Federal Furniture Holdings (M) Berhad.

Tuan Hj Hussein does not hold any shares in the Group and has no relationship with any other director and/or substantial shareholders of IUB, has no conflict of interests with IUB and has had no convictions for offences within the past 10 years.

BRIG. JEN. (B) DATO’ PAHLAWAN HJ JAMIL BIN TAHIR Independent Non-Executive Director

Brig. Jen. (B) Dato’ Pahlawan Hj. Jamil bin Tahir (“Dato’ Jamil”) aged 59, a Malaysian, was appointed to the Board on 31 May 2004. As an Army Officer from the Engineering Corps, he attended all the necessary professional courses. Apart from Military Engineering, other courses include those on Military Operations, Training, Logistics, Management and Strategic Studies. Some of the courses are attended overseas, namely the United Kingdom, Australia, the United States of America, Indonesia and Bangladesh.

Throughout his 35 years career in the Army, Dato’ Jamil has held various command and staff appointments ranging from an Engineer Troop Commander in 1972 up to the Chief Engineer of

the Malaysian Army in 2003 until his retirement in 2004. Other notable appointments include those as the Chief Secretariat of the Army Headquarters, a Directing Staff at the Malaysian Armed Forces Staff College and as Director of Defence Mapping at the Department of Survey and Mapping, Malaysia.

Dato’ Jamil does not hold any shares in the Group and has no relationship with any other director and/or substantial shareholders of IUB, has no conflict of interest with IUB and has no convictions for offences within the past 10 years.

DR. RADZUAN BIN ABDUL RAHMAN Independent Non-Executive Director

Dr. Radzuan bin Abdul Rahman (“Dr. Radzuan”) aged 63, a Malaysian was appointed to the Board on 28 December 2004. He is the Chairman of Kenangan Cergas (M) Sdn. Bhd., a wholly owned subsidiary of Idris Hydraulic (Malaysia) Bhd.

He graduated with Bachelor in Agricultural Science, University Malaya and later pursued his Masters in Science and Doctorate in Resource Economics at Cornell University, New York. His early calling was to teach, a passion that has remained with him until today. A devoted academician, Dr. Radzuan was the Dean at the Faculty of Resource Economics and Agribusiness, University Putra Malaysia until March 1980.

Dr. Radzuan first expanded his horizon to Sime Darby Plantations and in 1984, he joined Golden Hope Plantations Berhad as a director of corporate planning and worked his way up to be Group Director of the Plantation Division. The 16 fruitful years spent at Golden Hope Plantations served as a nursery that had nurtured and articulated his corporate, management and business acumen.

He currently sits on the Boards of Kulim (M) Bhd, Kuwait Finance House (M) Bhd, Inche Kenneth Kajang Rubber PLC, Green Capital Sdn Bhd, MARA Teknikal Universiti Sdn Bhd, MARDITEC Sdn Bhd and Nutriplant Biofertilizer Sdn Bhd. In addition, he is also a member of MARDI and UNIKL Councils.

Dr. Radzuan does not hold any shares in the Group and has no relationship with any other director and/or substantial shareholders of IUB, has no conflict of interests with IUB and has had no convictions for offences within the past 10 years.

Idaman Unggul Berhad (279343-W) Annual Report 2006 8

CORPORATE GOVERNANCE STATEMENT

INTRODUCTION

The Board of Directors (“the Board”) recognizes the importance in achieving high standards of corporate governance and observes the Principles and Best Practices as set out in the Malaysian Code on Corporate Governance (“the Code”). The Code is observed throughout the Group as a fundamental part of discharging its responsibilities to safeguard and enhance shareholders value and financial performance of the Group.

It is the continuing task of the Board to evaluate the Group’s corporate governance practices and procedures with a view to adopt and implement the Best Practices of the Code in their operation towards achieving the optimal governance framework.

The Board is hereby pleased to report herein the manner in which the Company has applied the Principles contained in the Code and the extent of compliance with the Best Practices of the Code as required under the Listing Requirement of Bursa Malaysia for the financial year ended 31 December 2006 in an effort to observe high standards of transparency, accountability and integrity.

BOARD OF DIRECTORS

Composition of the Board

The Board is led by an effective and experienced Board which has overall responsibility in corporate governance, financial performance, establishing goals and strategic direction, overseeing the investments and attainment of the corporate plans and objectives of the Company.

The Board currently has six (6) Directors, comprising one (1) Executive Director (also the Executive Chairman), five (5) Non-Executive Directors, one (1) of whom is a Non-Independent Director.

This is in compliance with Paragraph 15.02 of the Bursa Malaysia Listing Requirement that requires at least two (2) Directors or one-third of the Board members, whichever is higher, to be Independent Directors. The profile of the members of the Board are presented on pages 6 & 7 of this Annual Report.

The Board is entrusted with the responsibility to exercise reasonable and proper care of the Company’s resources for the best interests of its shareholders and to safeguard the Company’s assets. Members of the Board have been selected based on their character, caliber, extensive experience and expertise in a wide range of both related and unrelated industries, as well as their ability to add strength to the stewardship of the Company. Thus, the Directors collectively bring together a wide range of experience and expertise in areas such as finance, legal, corporate affairs and operations.

The Independent Directors play crucial roles by providing independence and broader views to the management to ensure balance of power and authority amongst the Board. The presence of the Independent Director is essential in providing unbiased and independent views, advice and judgement as well as safeguarding the interests of other parties such as minority shareholders of the Company.

The roles of Executive Chairman and Chief Executive Officer are currently assumed by Dato’ Annuar Senawi. He has overall responsibility for the Group’s business operations, organizational effectiveness and the implementation of the policies and decisions. Nevertheless, the major matters and issues are referred to the Board for consideration and approval, and the ultimate responsibility for the final decision on all matters lies with the Board of Directors.

Idaman Unggul Berhad (279343-W) Annual Report 20069

CORPORATE GOVERNANCE STATEMENT (Contd)

Board Meetings

Board meetings are scheduled at least four (4) times a year. Additional meetings are held as and when deemed necessary. The Board meetings are scheduled in such manner to facilitate review and decision on financial and operational performance of the Group. A total of five (5) Board of Directors’ Meetings were held during the financial year ended 31 December 2006 and the details of attendance of each Director are set out as follows :

No Name of Director Number of

meetings attended

Percentage of

attendance (%)

1. Dato’ Che Mohd Annuar bin Che Mohd Senawi(Executive Chairman)

5/5 100%

2. Dato’ Ab. Halim bin Mohyiddin(Independent, Non-Executive Director)

4/5 80%

3. Datuk Che Mokhtar bin Che Ali(Non-Independent, Non-Executive Director)

4/5 80%

4. Tuan Haji Hussein bin Hamzah(Independent, Non-Executive Director)

5/5 100%

5. Brig. Jen. (B) Dato’ Pahlawan Hj Jamil bin Tahir(Independent, Non-Executive Director)

5/5 100%

6. Dr. Radzuan bin Abdul Rahman (Independent, Non-Executive Director)

5/5 100%

All the Directors have complied with the minimum 50% attendance requirement at Board Meetings during the financial period as stipulated by the Listing Requirements.

Board Committees

The Board also maintains specific Board committees namely Audit Committee, Nomination Committee and Remuneration Committee. These Committees have the authority to examine particular issues and report back to the Board with their recommendations, whereby the ultimate responsibility for the final decision on all matters lies with the entire Board.

Audit Committee

The Audit Committee reviews issues of accounting policies, presentation for external financial reporting and the audit findings of both the external and internal auditors arising from the Company’s financial statements, and any other issues raised by the auditors.

The Audit Committee Report is presented on pages 14 to 16 of this Annual Report.

Nomination Committee

The Nomination Committee is established and maintained to ensure that there is a formal and transparent procedure for the appointment of new directors to the Board. The Committee currently comprises the following members :

(a) Dato’ Ab. Halim bin Mohyiddin (Chairman/Independent, Non-Executive Director);

(b) Tuan Haji Hussein bin Hamzah (Independent, Non-Executive Director); and

(c) Dr. Radzuan bin Abdul Rahman (Independent, Non-Executive Director).

The Committee primarily reviews the effectiveness of the composition of the Board, the participation of the Board members, the skill sets and experience of the non-executive directors.

Remuneration Committee

The remuneration of the Executive Director and Non-Executive Directors are reviewed by the Remuneration Committee and the Board respectively. The individuals concerned abstained from discussion of their own remuneration.

Idaman Unggul Berhad (279343-W) Annual Report 2006 10

The Committee currently comprises the following members :

(a) Dato’ Ab. Halim bin Mohyiddin (Chairman/Independent, Non-Executive Director);

(b) Dato’ Che Mohd Annuar bin Che Mohd Senawi (Executive Director);

(c) Tuan Haji Hussein bin Hamzah (Independent, Non-Executive Director);

(d) Dr. Radzuan bin Abdul Rahman (Independent, Non-Executive Director).

The Committee adopts the principles recommended by the Code in determining the directors’ remuneration, whereby, the executive remuneration is designed to link rewards to the Group’s performance whilst the remuneration of the non-executive directors is determined in accordance with their experience and the level of responsibilities assumed.

Details on the remuneration of the Directors are as follows :

Basic Salary/Fees

RM’000

Other BenefitsRM’000

Total2006

RM’000

Total2005

RM’000

Executive DirectorDato’ Che Mohd Annuar bin Che Mohd Senawi

540 252 792 789

540 252 792 789Non-Executive DirectorsDato’ Ab. Halim bin Mohyiddin

12 14 26 28

Datuk Che Mokhtar bin Che Ali

12 1 13 13

Tuan Haji Hussein bin Hamzah

12 39 51 52

Brig Jen. (B) Dato’ Pahlawan Hj Jamil bin Tahir

12 15 27 27

Dr. Radzuan bin Abdul Rahman

12 14 26 26

60 83 143 146Grand Total 600 335 935 935

CORPORATE GOVERNANCE STATEMENT (Contd)

Supply of Information

Each director has full and unrestricted access to senior management within the Group and is entitled to the advice and services of the Company Secretary. They are also entitled to seek independent professional advice, where necessary and in appropriate circumstances, in furtherance of their duties.

Notice of meetings, agenda and board papers are given to all Directors prior to each Board meeting to enable the Directors to consider and obtain further information and/or seek further clarification on the matters to be deliberated. The Board papers include reports on financial, operational, corporate, regulatory, business development matters and minutes of meetings of all Board Committees.

Re-election of Directors

Paragraph 7.28 of the Bursa Malaysia Listing Requirements requires all Directors to submit for re-election at least once every three (3) years. In accordance with the Company’s Articles of Association, at least one-third (1/3) of the Directors shall retire by rotation at each Annual General Meeting and the retiring directors are eligible for re-election. Any Directors appointed during the year are subject to retirement and re-election at the next Annual General Meeting.

Directors who are over seventy (70) years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

Directors Training

The Group acknowledges that continuous education is vital for the Board members to update and enhance their skills and knowledge to enable them to carry out their roles effectively as directors, more specifically in discharging their responsibilities towards corporate governance, and giving close attention to operational and regulatory issues.

As at the date of this Statement, all the Directors have attended and successfully completed the Mandatory Accreditation Program (“MAP”) in compliance with the Listing Requirements of Bursa Malaysia.

Idaman Unggul Berhad (279343-W) Annual Report 200611

CORPORATE GOVERNANCE STATEMENT (Contd)

Details of seminars and training programmes attended by the Board member are set out as below :-

Name of Director

Training(s) Attended

Dato’ Che Mohd Annuar bin Che Mohd Senawi

(a) Strategic Leadership for The New Economy 2006 on 25 July 2006.

Dato’ Ab. Halim bin Mohyiddin

(a)

(b)

MIA Regional Conference 2006 on 14 and 15 September 2006.MICPA – Bursa Malaysia Business Forum 2006 on 21 and 22 September 2006.

Datuk Che Mokhtar bin Che Ali

(a) Implementing Business Plan Strategies for Company Directors and Senior Management on 9 May 2006.

Tuan Hj Hussein bin Hamzah

(a) Managing Business Transformation Process on 14 December 2006.

Brig. Jen. (B) Dato’ Pahlawan Hj Jamil bin Tahir

(a) Implementing Business Plan Strategies for Company Directors and Senior Management on 24 July 2006.

Dr. Radzuan bin Abdul Rahman

(a) Implementing Business Plan Strategies for Company Directors and Senior Management on 9 May 2006.

INVESTORS RELATION ANDSHAREHOLDERS COMMUNICATION

The Board endeavors to provide timely and accurate disclosure of all material information of the Group to the shareholders and investors. Information is disseminated through various disclosures and announcements made to the Bursa Malaysia which includes the quarterly reports, annual reports and press releases. Shareholders and members of the public are invited to access the Bursa Malaysia’s website at www.bursamalaysia.com to obtain the latest corporate and market information of the Group and the Company.

The Board recognizes the use of the Annual General Meeting as a principal forum for dialogue and to communicate with shareholders. Extraordinary General Meetings are held as and when required.

ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board takes responsibility for presenting a balanced and understandable assessment of the Group’s operations and prospects each time it releases its quarterly and annual financial statements to shareholders. The Audit Committee reviews the information to be disclosed to ensure its accuracy and adequacy. The Committee considers the presentation of the financial statements and that the Group has used appropriate accounting policies, consistently applied and supported by reasonable and prudent judgements and estimates.

Directors’ Responsibility Statement

The Directors are responsible for ensuring that :

• the annual audited financial statements of the Group and the Company are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia and the Listing Requirements so as to give a true and fair view of the state of affairs of the Group and the Company for the financial year; and

• proper accounting and other records are kept which enable the preparation of the financial statements with reasonable accuracy and taking reasonable steps to ensure that appropriate systems are in place to safeguard the assets of the Group and to prevent and detect fraud and other irregularities.

In the preparation of the financial statements for the financial year ended 31 December 2006, the Directors have adopted appropriate accounting policies and have applied them consistently in the financial statements with reasonable and prudent judgments and estimates. The Directors are also satisfied that all relevant approved accounting standards have been followed in the preparation of the financial statements.

Idaman Unggul Berhad (279343-W) Annual Report 2006 12

Internal Control

The Board acknowledges that it is responsible for maintaining a sound system of internal control to safeguard the shareholders’ investments and the Company’s assets. The effectiveness of the system of internal control is reviewed by the internal auditors, who operated independently from the activities of the Company under the purview of the Audit Committee. The internal audit function is currently outsourced to an independent internal audit services company. Further information on the Group’s state of internal control is reported in the Statement of Internal Control which is presented on page 13.

Relationship with Auditors

The Company has through the Audit Committee established a transparent and appropriate relationship with the external auditors to meet their professional requirements. The Audit Committee invites the external auditors to attend its meetings as and when required apart from the scheduled meeting when the auditors present the audited financial statements of the Group to the Committee. During such meetings, the external auditors highlight and discuss the nature, scope of the audit, internal controls and problems that may require the attention of the Board.

The Audit Committee recommends the appointment of the external auditors and their remuneration. The appointment of the external auditors is subject to the approval of the shareholders in the general meeting whilst their remuneration is determined by the Board.

CORPORATE GOVERNANCE STATEMENT (Contd)

Conclusion

The Board believes that the development of the system of internal control is an ongoing process and continuous to take measures to strengthen its internal controls. During the year under review, there is no significant breakdown or weakness in the system of internal control of the Group that may result in material losses incurred by the Group for the financial year ended 31 December 2006.

Idaman Unggul Berhad (279343-W) Annual Report 200613

The Board of Idaman Unggul Berhad recognizes the commitment to continuously progress in formalizing the internal control system and the framework on risk management. The Board is pleased to present the following Statement on Internal Control pursuant to Paragraph 15.27(b) of the Listing Requirements.

Responsibility

The Board affirms and acknowledges its overall responsibility for the Group’s internal control system in instituting a system of internal controls that covers all aspects of the business including strategic, commercial, operational and financial areas. It recognises that reviewing the Group’s system of internal control is a concerted and continuing process, designed to manage rather than eliminate the risk of failure to achieve business objectives. Thus, the Board is pleased to provide the following statement on the state of internal control of the Group. For the purposes of this statement, the Group refers to the Company and its subsidiaries, excluding its associated companies.

Internal Control System

The Board confirms that there is a continuous process for identifying, evaluating and managing the significant risks faced by the Group, which has been in place for the financial year under review and up to date of approval of the annual report and financial statements. The process is regularly reviewed by the Board and is in accordance with the guidance as contained in the publication - Statement of Internal Control : Guidance for Directors of Public Listed Companies.

The key elements of the internal control structure and assurance processes, inter alia, encompass the following :- • The Group is headed by the Executive Chairman

and assisted by the management team. There is an operating structure in place, with clear defined lines of accountability.

• The Audit Committee was established to assist the Board in discharging its duties.

• Periodical Board and Audit Committee meetings are held. Quarterly financial results and status of corporate proposals are presented during these meetings.

• Regular Management Meetings are conducted to obtain feedback on the progress of activities undertaken in order to rectify any shortcomings or problems affecting the implementation plan.

• The Group has engaged an internal auditor, which will report directly to the Audit Committee. The internal auditor has the objective to carry out reviews of the internal control systems to determine if accepted accounting and control procedures have been complied with as well as to identify recommendations to strengthen the overall internal control environment.

• The Board of the active subsidiaries, particularly the insurance subsidiary, receives and reviews regular reports from the management on key operating statistics, legal, environmental and regulatory matters. The Head of the respective subsidiary reports regularly to Management and occasionally to the Board.

• Each active business unit submits a Business Plan annually for approval by the Board of the respective subsidiaries. The results of each line of business are reported monthly and variances against budgets are analyzed.

• At its core insurance subsidiary, regular meetings are held by its Board, Investment Committee, Management Committee and Audit Committee to review the performances and internal controls. The Internal Audit function also assists the Audit Committee in discharging their duties. During the financial year, 37 Internal Audit Reports were tabled to the Audit Committee. The Board and Management of the insurance subsidiary are continuously evaluating the effectiveness of its Credit Control Department to enhance the monitoring of its receivables.

In addition, there is a Risk Management Committee comprising of three (3) Independent Non-Executive Directors to review and recommend risk management strategies, policies and risk tolerance limits for the Board’s approval.

STATEMENT OF COMPLIANCE WITH THE BEST PRACTICES OF THE CODE

The Company is committed to achieving high standards of corporate governance throughout the Group and to the highest level on integrity and ethical standards in all its business dealings. The Board considers that it has complied throughout the financial year with the Best Practices as set out in the Code.

Statements made in accordance with the resolution of the Board of Directors dated 12 July 2007.

Dato’ Che Mohd Annuar bin Che Mohd Senawi Chairman

STATEMENT OF INTERNAL CONTROL

Idaman Unggul Berhad (279343-W) Annual Report 2006 14

REPORT ON AUDIT COMMITTEE

The Board of Directors is pleased to present the Report of the Audit Committee for the financial year ended 31 December 2006.

Composition of the Audit Committee

(a) Tuan Haji Hussein bin Hamzah (Chairman/Independent, Non-Executive Director);

(b) Dato’ Ab. Halim bin Mohyiddin (Independent, Non-Executive Director);

(c) Brig. Jen. (B) Dato’ Pahlawan Hj Jamil bin Tahir (Independent, Non-Executive Director);

(d) Dr. Radzuan bin Abdul Rahman (Independent, Non-Executive Director).

TERMS OF REFERENCES

Members

An independent Audit Committee shall exist to implement and support the functions of the Board. Members of the Committee shall elect the Chairman and all members of the Committee including the Chairman shall hold office as long as they serve as Directors of the Company.

Based on Part-C Audit Committee of the Listing Requirements, the Committee shall be appointed from amongst the Directors and no alternate Director shall be a member of the Committee.

Composition

The Audit Committee shall be appointed by the Board from its members fulfilling the following requirements :-

(a) The Committee shall comprise at least three (3) members, majority of whom shall be Independent Directors, and the Chairman of the Committee shall be appointed by the Board from among the Independent Non-Executive Directors;

(b) At least one member of the Committee shall be :-• A member of the Malaysia Institute of

Accountants (“MIA”) ;• If he/she is not a member of the MIA, must have

had at least three years working experience; and

• He/she must have passed the examinations specified in Part I of the First Schedule of the Accountants Act, 1967; or

• He/she must be a member of one of the associations of accountants specified in Part II of the First Schedule of the Accountants Act, 1967.

Members of the Committee may relinquish their membership with prior written notice to the Company Secretary and may continue to serve as Director of the Company. In the event of any vacancy in the Committee, the vacancy shall be filled within three (3) months and the Nomination Committee shall review and recommend for the Board’s approval another appropriate Director to fill the vacancy.

Objectives

In compliance with the Listing Requirements and Best Practices recommended by the Finance Committee on Corporate Governance stipulated in the Malaysia Code on Corporate Governance, it is the objective of the Committee to assure the shareholders of the Company that the Directors have complied with specified financial standards and required disclosure policies developed and administered by Bursa Malaysia and other approved accounting bodies. Further, the Committee shall ensure consistency with Bursa Malaysia’s commitments to encourage high standards of corporate disclosure and transparency. The Committee also endeavours to adopt practices aimed at maintaining appropriate standards of corporate responsibility, integrity and accountability to the Company’s shareholders. Frequency of Meetings

The Committee meets at least four (4) times annually, or more frequently as circumstances dictate. As part of its duty to foster open communication, the Senior Vice President, Group Chief Accountant and a representative of the external auditors will normally attend the meetings. Other Board members may attend the meetings upon invitation of the Committee.

Attendance of Meetings

The quorum for all meetings of the Committee shall be not less than two (2) members, a majority of whom shall be Independent Directors. Apart from the members of the Committee who will be present at the meetings, the Committee may request any member of the Management and representatives of the external/internal auditors to be present at meetings of the Committee. The Company Secretary shall be the Secretary of the Committee.

Idaman Unggul Berhad (279343-W) Annual Report 200615

Four (4) Audit Committee meetings were held in the financial year ended 31 December 2006 and details of attendance of the Committee Members are as follows :-

Name of Director Number of

meetings attended

Percentage of

attendance(%)

Tuan Haji Hussein bin Hamzah(Independent, Non-Executive Director)

4/4 100%

Dato’ Ab. Halim bin Mohyiddin(Independent, Non-Executive Director)

3/4 75%

Brig. Jen. (B) Dato’ Pahlawan Hj Jamil bin Tahir(Independent, Non-Executive Director)

4/4 100%

Dr. Radzuan bin Abdul Rahman (Independent, Non-Executive Director)

4/4 100%

Duties and Responsibilities

The principal duties and responsibilities of the Committee have been expanded to include the matters specified in the Code of Corporate Governance:-

(a) To consider the appointment of a suitable accounting firm to act as the external auditors. Amongst the factors considered for the appointment is the adequacy of experience and resources of the firm, the individuals assigned to the audits and the recommended audit fees payable;

(b) To discuss the nature and scope of audit with the external auditors (before the audit commences) and ensure coordination (where more than one audit firm is involved);

(c) To review the quarterly interim results and annual financial statements focusing particularly on :• Any changes in accounting policies and

practices.• Significant adjustments arising from the

external audits.• The ongoing concern assumptions.• Compliance with accounting standards and

other legal requirements.

(d) To discuss issues and concerns arising from interim and final audits and any other matters external auditors wish to discuss, in the absence of management if necessary;

(e) To review the external auditors management letter and management’s responses;

(f) To review assistance and cooperation given by the Company, its business units and its officers to auditors;

(g) To review and ensure the Company’s internal audit function is adequately resourced, has appropriate standing within the Company and has adequate standards of internal controls, reporting and processes;

(h) To consider the major findings of internal audits and investigations, management’s responses, remedial actions taken and follow-ups;

(i) To review and consider any related party transactions and conflict of interest situations that may arise within the Company or the business units; and

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

Authority

In conducting its duties and responsibilities, the Committee shall have the following rights :

• Explicit authority to investigate any matter within its terms of reference;

• To obtain independent legal or other professional advice if considers necessary;

• To secure full, free and unrestricted access to any information, records, properties and personnel of the Company and of any other companies within the Company;

• To communicate directly with the external and internal auditors;

• To be able to obtain external independent professional advice and to invite external parties with relevant experience to attend the Committee meetings;

• To have the discretion to invite other Directors and/or employees of the Company to attend any particular Committee meeting to discuss specific issues; and

• To be able to convene meetings with external and internal auditors, excluding the attendance of the executive members of the Committee if deemed necessary.

REPORT ON AUDIT COMMITTEE (Contd)

Idaman Unggul Berhad (279343-W) Annual Report 2006 16

Reporting Procedures

Minutes of the meetings shall be distributed to each member of the Committee. In addition to performing its principal duties and responsibilities and discussing matters at the Committee meetings, the Committee shall perform or has performed the following functions :

• To review and approve quarterly reports;• To review and approve press releases to

shareholders, investors and regulatory authorities;

• To review and approve the annual and revised audit plans;

• To review and discuss risk analysis of the Companies and the business units of the Group; and

• Attend seminars, trainings and conferences relating to Corporate Governance, Bursa Malaysia Listing Requirements and other relevant subjects.

REPORT ON AUDIT COMMITTEE (Contd)

Internal Audit Function

The Audit Committee of the Company is supported by an outsourced internal audit firm and audit committee of its core insurance subsidiary. The Committee is aware of the fact that an independent and adequately resource internal audit function is essential to assist the assurance it requires regarding the effectiveness of the system of internal control.

The main role of the internal audit function is to review the effectiveness of the system of internal control and this is performed with impartiality, proficiency and due professional care.

During the financial year, the core insurance subsidiary’s internal audit activities have been carried out according to the internal audit plan which, have been approved by its Audit Committee.

Idaman Unggul Berhad (279343-W) Annual Report 200617

Status of utilization of proceeds raised from corporate exercise

Pursuant to the Restructuring Exercise, the total proceeds arising from the Shares Subscription, Rights Share Issue and Rights Issue of ICULS-B amounting to RM213.073 million have been utilized as follows:

Approved Utilization

RM’000

Utilized as at

31.12.2006RM’000

Repayment to Scheme Creditors

188,394 188,394

Repayment to bank borrowings

139 139

Defray expenses of the Restructuring Exercise

8,000 6,820

Working capital 16,540 16,540

213,073 211,893

Imposition of sanctions and/or penalties

There were no sanctions and/or penalties imposed on the Company and its subsidiaries, directors or management by the relevant regulatory authorities.

Share buybacks

During the financial year, there were no share buybacks of the Company’s own shares.

American Depository Receipts (‘ADR”) and Global Depository Receipts (“GDR”)

During the financial year, the Company did not sponsor any ADR or GDR program.

ADDITIONAL COMPLIANCE INFORMATION

Options, Warrants or Convertible Securities

A total of 1,003,075 Irredeemable Convertible Unsecured Loan Stocks-A (ICULS-A) have been converted into ordinary shares, which rank pari passu on the basis of RM1.00 nominal value of ICULS-A for every one (1) new share following the expiring date of ICULS-A on 20 October 2006.

There was no conversion of Irredeemable Convertible Unsecured Loan Stocks-B (ICULS-B) into ordinary shares in respect of the financial year.

Non-audit Fees

The amount of non-audit fees paid to the external auditors by the Group and by the Company for the financial year is disclosed in Note 5 to the financial statements.

Idaman Unggul Berhad (279343-W) Annual Report 2006 18

Unaudited Results, Profit Estimate, Forecast Or Projections

Unaudited Results

The audited results for the financial year ended 31 December 2006 differ by more than 10% from the unaudited results previously announced on 27 February 2007 as follows:

Group

UnauditedResults

31.12.2006Group

RM’000

Audited Results

31.12.2006Group

RM’000

Difference

RM’000

Profit after tax and minority interest

31,462 18,758 (12,704)

The deviation was mainly due to the following :

(a) Increase in net claims incurred as a result of revision of claims estimates and actuarial valuation undertaken at year-end.

(20,391)

(b) Remeasurement of assets of disposal group.

8,373

(b) Others (686)

Total Deviation (12,704)

ADDITIONAL COMPLIANCE INFORMATION (Contd)

Profit Estimate, Forecast or Projection

No profit estimate, forecast or projection were announced during the financial year.

Profit Guarantee

During the financial year, there were no profit guarantees given by the Company.

Material Contracts

There was no material contracts entered into between the Company and the Directors of the Company during the financial year.

Significant Related Party Transactions

There was no material contracts entered into by the Company or its subsidiaries involving Directors and major shareholders’ interest during the financial year end.

Idaman Unggul Berhad (279343-W) Annual Report 200619

Dear Shareholders,

On behalf of the Board of Directors, I would like to present the Annual Report and Audited Financial Statements of the Group and the Company (or “IUB”) for the financial year ended 31 December 2006.

Industry Trend and Development

The insurance industry continued to register positive growth in 2006. Combined premium income for general insurance business continued to expand from RM10,688 million by 3.2% to RM11,034 million. Sustained economic activity and strong private consumption supported the growth in the general insurance business, with higher premiums recorded in all major business classes except minor contraction in the Motor insurance and contractors' all risks (CAR) and engineering.

Despite deteriorating claims experience and marginally higher management expenses, operating results remained positive for the general business, partly assisted by the strong showing in the investment results towards the last quarter of the year.

Profitability was supported by positive underwriting results, higher productivity, greater economies of scale, as well as the more efficient utilisation of capital. Total assets of the insurance funds expanded by 4.43% in 2006 to RM18,773 million from RM17,976 million in 2005.

The factors supporting a positive outlook for future growth in the insurance industry continue to be in place. Demand conditions remains positive with the strengthening growth prospects for the domestic economy, demographic changes leading to a growing ageing population and the increasing affluence and risk awareness among consumers. At the same time, greater product diversity, proliferation of alternative distribution channels and regulatory measures taken to improve returns and benefits to policy owners will reinforce conditions for the industry to expand its market reach.

Performance for 2006

For the year ended 31 December 2006, the Group recorded a profit of RM18.8 million on a revenue base of RM106.8 million compared to a loss of RM30.7 million on the back of the revenue of RM117.5 million in the previous year. The profit for the year was mainly attributed to its insurance subsidiary which reported a profit of RM23.7 million compared to a loss of RM20.2 million in the previous year, primarily due to the one-off gain of RM86.3 million from the disposal of its life insurance business. Insurance

Our insurance subsidiary, Tahan Insurance Malaysia Berhad (“Tahan”) recorded a net profit of RM23.7 million for the year ended 31 December 2006, consequence to the successful disposal of the life insurance business, which resulted in a gain on disposal of RM86.3 million. The life insurance fund divestment was completed on 30 June 2006 following the approval by the High Court of Malaya.

The general insurance business recorded a loss of RM62.6 million (2005: RM19.8 million loss), primarily due to the sharp decline in net premium income by RM13.9 million to RM90.3 million (2005: RM104.2 million), RM10.9 million loss from the disposal of technically non-admissible corporate bonds, the one-off Voluntary Separation Scheme payout of RM6.6 million and the various accounting adjustments arising from the reconciliation exercise undertaken by the company during the year.

We would like to emphasise that the main contributing items to the operational loss of the general insurance business highlighted above were non-recurrent events and we do not expect them to happen again in 2007. We are optimistic that the company will be in a stronger financial footing to meet the challenges in 2007.

CHAIRMAN’S STATEMENT

Idaman Unggul Berhad (279343-W) Annual Report 2006 20

CHAIRMAN’S STATEMENT (Contd)

As at 31 December 2006, the general insurance business recorded a shortfall of RM29.2 million in its solvency margin. In order to regularize this position, on 28 May 2007, Tahan has submitted a capital plan which was accepted by Bank Negara Malaysia on 15 June 2007. The plan involves the capital injection of RM20.0 million subordinated loan by the end of September 2007, with the remaining balance to come from a comprehensive business turnaround plan.

Outlook/Prospect

In collaboration with the Ministry of Tourism, Tahan recently launched the Basic Travel Protection Plan, providing tour fare protection of up to RM10,000, apart from basic medical, repatriation, accidental death, permanent disablement and personal liability coverage. Tour fare protection covers the travellers against cancellations and the travel or tour agency discontinuing with its business as a result of financial collapse or default. The premium is RM15 per person (local and outbound) and the plan also covers inbound travellers at US$15 per person (RM51). We are optimistic that this innovative product will chart a new milestone for Tahan in 2007 and beyond.

The Company is also in the midst of exploring the opportunities in divesting part of its equity interest in Tahan to a strategic partner, with a view to boosting the business revenue, distribution channel, technical expertise and financial strength of the company. Barring unforeseen circumstances, the Group expects to improve the operational performance of its insurance subsidiary in 2007.

Redeemable Secured Loan Stocks (“RSLS”)

As at 31 December 2006, the balance of the RSLS principal outstanding was RM211.5 million following the completion of the disposal of Advanced Electronics (M) Sdn Bhd on 12 July 2006.

On 6 September 2006, the Company announced that it had completed the disposal of Fujasa Sdn. Bhd. to Iktinuri Development Sdn Bhd. The proceeds from the disposal will be subsequently utilized towards the repayment of the outstanding RSLS by RM13.2 million.

The Company also announced on 30 April 2007 after the close of business on 27 April 2007 that it had entered into a Share Purchase Agreement (“SPA”) with Sparkle Scheme Sdn. Bhd. for the proposed disposal of Lambang Pertama Sdn. Bhd. (“LPSB”). The arrangement involves the following payment totaling RM410 million :

(a) Disposal consideration of RM81.5 million for the entire issued and paid up capital of LPSB;

(b) Full and final settlement of all outstanding RSLS amounting to RM228.4 million;

(c) RM100.0 million for the full and final settlement of the outstanding amount owing to the Company by IHMB of approximately RM100.0 million as at the date of the SPA.

On 27 July 2007, the Company had to call off the deal due to the non-performance of certain conditions stipulated in the SPA on the part of Purchaser. The Company remains committed in its mission to find a solution to the Company’s loan stock predicament.

The Company has also received an offer for the sale of Wiragain Sdn. Bhd. and expects to complete the transaction in the 3rd quarter of 2007. The proceeds will be used to reduce further the outstanding RSLS by RM11.4 million.

In addition, we expect the completion of the proposed disposal of Anscan International Ltd to take place in the 3rd quarter of 2007, further reducing the RSLS balance by another RM7 million.

Idaman Unggul Berhad (279343-W) Annual Report 200621

Corporate Social Responsibility

The Company through its subsidiary in Sabah i.e. Kenangan Cergas (M) Sdn. Bhd. had created an employment opportunity for the locals whereby 70 out of 130 workers employed are villagers who live in the vicinity of our Forest Management Units (“FMU”). In addition, training programmes were conducted for the local communities to equip them with the necessary skills.

In the proposed Forest Management Plan, Idris Hydraulic (M) Bhd (“IHMB”) has allocated 11,177 hectares of forest areas surrounding the existing villages in the Forest Reserve of FMUs 8 and 13 as Community Forestry Zone. Community Forestry is a component of an integrated forest management system, which is directed towards enhancing the welfare of the forest communities. These areas are restricted from any conventional logging activities in order to ensure that the villagers will continue their daily activities such as farming, planting cash crops and herbal plants and animal husbandry.

IHMB has been providing and maintaining 126 km of road access all year round to the existing villagers with an estimated cost per year of approximately RM1.0 million to various villages near the FMUs.

During the floods in the southern region, Tahan lent a helping hand in aid of the flood victims by delivering basic daily necessities to two selected Relief Centres in Batu Pahat and Melaka.

Acknowledgements

On behalf of the Board, I would like to take this opportunity to express our gratitude and appreciation to our clients, business partners, shareholders, Bank Negara Malaysia, Bursa Malaysia Securities Berhad, Securities Commission and Forest Department of Sabah for their ongoing support and guidance to the Group.

I would like in particular to thank the management and staff within the Group for their dedication and commitment in carrying out their duties.

DATO’ CHE MOHD ANNUAR CHE MOHD SENAWIExecutive Chairman3 August 2007

CHAIRMAN’S STATEMENT (Contd)

Idaman Unggul Berhad (279343-W) Annual Report 2006 22

Directors’ Report And Financial Statements

Directors’ Report 23 - 27

Statement by Directors 28

Statutory Declaration 28

Report of the Auditors 29 - 30

Income Statements 31 - 32

Balance Sheets 33 - 34

Consolidated Statement of Changes in Equity 35 - 37

Statement of Changes in Equity 38

Cash Flow Statements 39 - 41

Notes to the Financial Statements 42 - 130

Idaman Unggul Berhad (279343-W) Annual Report 200623

Idaman Unggul Berhad (279343-W) Annual Report 2006 24

Idaman Unggul Berhad (279343-W) Annual Report 200625

Idaman Unggul Berhad (279343-W) Annual Report 2006 26

Idaman Unggul Berhad (279343-W) Annual Report 200627

Idaman Unggul Berhad (279343-W) Annual Report 2006 28

Idaman Unggul Berhad (279343-W) Annual Report 200629

Idaman Unggul Berhad (279343-W) Annual Report 2006 30

Idaman Unggul Berhad (279343-W) Annual Report 200631

Idaman Unggul Berhad (279343-W) Annual Report 2006 32

Idaman Unggul Berhad (279343-W) Annual Report 200633

Idaman Unggul Berhad (279343-W) Annual Report 2006 34

Idaman Unggul Berhad (279343-W) Annual Report 200635

Idaman Unggul Berhad (279343-W) Annual Report 2006 36

Idaman Unggul Berhad (279343-W) Annual Report 200637

Idaman Unggul Berhad (279343-W) Annual Report 2006 38

Idaman Unggul Berhad (279343-W) Annual Report 200639

Idaman Unggul Berhad (279343-W) Annual Report 2006 40

Idaman Unggul Berhad (279343-W) Annual Report 200641

Idaman Unggul Berhad (279343-W) Annual Report 2006 42

Idaman Unggul Berhad (279343-W) Annual Report 200643

Idaman Unggul Berhad (279343-W) Annual Report 2006 44

Idaman Unggul Berhad (279343-W) Annual Report 200645

Idaman Unggul Berhad (279343-W) Annual Report 2006 46

Idaman Unggul Berhad (279343-W) Annual Report 200647

Idaman Unggul Berhad (279343-W) Annual Report 2006 48

Idaman Unggul Berhad (279343-W) Annual Report 200649

Idaman Unggul Berhad (279343-W) Annual Report 2006 50