L&G

Annual Report 2013

Building Value For Tomorrow

(5507-H)

2 Corporate Information

3 Five-Year Performance Highlights

4 Corporate Diary

5 Directors Profile

10 Chairmans Statement

12 Managing Directors Report

17 Corporate Governance Statement

24 Statement of Directors Responsibilities

24 Additional Compliance Information

25 Audit Committee Report

29 Statement on Risk Management and Internal Control

31 Corporate Social Responsibility

33 Financial Statements

114 Analysis of Shareholdings

116 List of Properties

117 Notice of Annual General Meeting

Proxy FormCOVER RATIONALE

The theme Building Value For Tomorrow isinspired by Land & Generals visionarymanagement style. We are constantly planning forthe future and creating end products and serviceswhich are distinctive from the rest. We leverage onour ability to innovate and reward our customerswith an improved quality of life and peace of mind.Optimistic and bold, the theme captures theessence of our Companys confidence in our abilityto enrich all the stakeholders of Land & GeneralBhd.

CONTENTS

DIRECTORS

Dato Hj Zainal Abidin PutihChairman

Low Gay TeckManaging Director

Ferdaus MahmoodExecutive Director

Dato Ir Dr A Bakar Jaafar

Dato Hj Ikhwan Salim Dato Hj Sujak

YM Tengku Maruan Tengku Ariff

Wing Kwan Winnie Chiu

Hoong Cheong Thard

SECRETARIES

Wong Wai Foong (MAICSA 7001358)Lim Poh Yen (MAICSA 7009745)Lee Siw Yeng (MAICSA 7048942)

AUDIT COMMITTEE

Dato Hj Ikhwan Salim Dato Hj SujakChairman


Hoong Cheong Thard

NOMINATING COMMITTEE




REMUNERATION COMMITTEE

Dato Ir Dr A Bakar JaafarChairman

Hoong Cheong Thard


REGISTERED OFFICE

8trium, Level 21 Menara 1Jalan Cempaka SD 12/5Bandar Sri Damansara52200 Kuala LumpurTel : 603 6279 8000Fax : 603 6277 7061

CORPORATE OFFICE

8trium, Level 21 Menara 1Jalan Cempaka SD 12/5Bandar Sri Damansara52200 Kuala LumpurTel : 603 6279 8000Fax : 603 6277 7061Email : [email protected] : www.land-general.com

AUDITORS

Ernst & Young Chartered Accountants

LISTING

Main Market of Bursa Malaysia Securities Berhad

SHARE REGISTRARS

Symphony Share Registrars Sdn Bhd(Company No. 378993-D)Level 6, Symphony HouseBlock D13 Pusat Dagangan Dana 1Jalan PJU 1A/4647301 Petaling JayaSelangorTel : 603 7841 8000Fax : 603 7841 8008

CORPORATE INFORMATION

2 LAND & GENERAL BERHAD (5507-H)Annual Report 2013

FY 2013 FY 2012 FY 2011 FY 2010 FY 2009

OPERATING RESULTS (RM000)

Revenue 216,293 130,799 44,202 30,214 37,611Profit before tax 72,761 43,499 13,878 30,950 17,714Profit after tax 57,177 33,120 10,213 29,682 15,315 Profit attributable to owners of the Company 43,969 30,369 10,213 29,682 15,315

KEY FINANCIAL POSITION DATA (RM000)

Total assets 549,657 475,959 347,799 325,570 351,572 Total borrowings 66,764 57,511 330 484 72,264 Shareholders fund 327,018 282,451 256,653 231,842 200,168 Total equity 349,586 291,811 256,653 231,842 200,168 Issued and paid up share capital 119,661 119,661 119,661 119,661* 598,305

SHARE INFORMATION (RM)

Basic earnings per share 0.07 0.05 0.02 0.05 0.03 Net assets per share 0.55 0.47 0.43 0.39 0.33 Share price as at 31 March 0.42 0.34 0.46 0.49 0.18

(000)

Weighted average number of ordinary shares in issue 598,305 598,305 598,305 598,305 598,305

FINANCIAL RATIOS

Return on Equity (%) 16.36% 11.35% 3.98% 12.80% 7.65%Return on Total Assets (%) 13.24% 9.14% 4.00% 9.79% 6.75%Gearing ratio (times) 0.20 0.20 0.00 0.00 0.36 Price to earnings ratio (times) 5.65 6.70 26.95 9.88 6.84

* The capital reduction exercise was effected on 21 October 2009

3LAND & GENERAL BERHAD (5507-H)Annual Report 2013

FIVE-YEARPERFORMANCE HIGHLIGHTS

2013

2012

2011

2010

2009

216,293

130,799

44,202

30,214

37,611

REVENUE(RM000)

2013

2012

2011

2010

2009

72,761

43,499

13,878

30,950

17,714

PROFIT BEFORE TAX(RM000)

2013

2012

2011

2010

2009

0.55

0.47

0.43

0.39

0.33

NET ASSETS PER SHARE(RM)

0.07

0.02

2013

2012

2011

2010

2009

0.05

0.05

0.03

BASIC EARNINGS PER SHARE(RM)

CORPORATEDIARY


5 APRIL -------------- Extraordinary General Meeting

(EGM) in relation to theshareholders ratification for theprovision of additional financialassistance and additionalprovision of financial assistanceto Elite Forward Sdn Bhd, a50.01%-owned subsidiary ofthe Company, which is heldthrough its wholly-ownedsubsidiary, Synergy Score SdnBhd (the Proposals).

Shareholders approvalobtained at the EGM of theCompany in respect of theProposals.

18 MAY -----------Announcement in relation toprovision of financial assistanceby the Company or its subsidiariesto Hidden Valley Australia Pty Ltd,a jointly controlled entity of theCompany.

29 JUNE ------------- Appointment of Ms Wong Wai

Foong, Ms Lim Poh Yen and MsLee Siw Yeng as Secretaries ofthe Company.

Retirement of Ms Lim Fong Eenas Secretary of the Company.

5 SEPTEMBER--------------------49th Annual General Meeting(AGM)

28 NOVEMBER ---------------------Appointment of Dato Ir Dr ABakar Jaafar as SeniorIndependent Director of theCompany.

20122013

9 APRIL------------Announcement on the details of newcorporate proposals:

(i) Proposed renounceable rights issue ofRM77,779,589 nominal value of five (5)-year, 1%, irredeemable convertibleunsecured loan stocks (ICULS) at100% of the nominal value of RM0.13each on the basis of RM0.13 nominalvalue of the ICULS for every one (1)existing ordinary share of RM0.20 eachin L&G held on an entitlement date to bedetermined and announced later(Proposed Rights Issue of ICULS); and

(ii) Proposed acquisition of one (1) block ofthirteen (13)-storey stratified office floorsbeing constructed over a piece offreehold land held under Geran 825, LotNo. 3, Presint 3, town and district ofPutrajaya, state of Wilayah PersekutuanPutrajaya by Maple Domain Sdn Bhd, awholly-owned subsidiary of L&G, fromMayland Avenue Sdn Bhd, a wholly-owned subsidiary of Malaysia LandProperties Sdn Bhd, for a total cashconsideration of RM72,485,000(Proposed Acquisition).

20 MAY----------- Submission to Securities Commission

Malaysia (Private Debt Securities) for theproposed issuance of the ICULSpursuant to the Proposed Rights Issue ofICULS under the Guidelines on PrivateDebt Securities.

Submission to Bursa Malaysia SecuritiesBerhad (Bursa Securities) for theadmission of the ICULS to the Official Listof Main Market of Bursa Securities andlisting of and quotation for the ICULS andlisting of and quotation for the new L&GShares to be issued arising from the fullconversion of the ICULS on the MainMarket of Bursa Securities.

17 JUNE------------Approval of the proposed issuance of theICULS pursuant to the Proposed RightsIssue of ICULS under subsection 214(1) ofthe Capital Markets & Services Act 2007 bySecurities Commission Malaysia (PrivateDebt Securities) vide its letter dated 17 June2013.

28 JUNE-------------Approval for the admission to the OfficialList and the listing and quotation of theRights ICULS to be issued pursuant to theProposed Rights Issue of ICULS andapproval for the listing of and quotation forup to 598,304,530 new L&G Shares to beissued pursuant to the exercise of theICULS by Bursa Securities vide its letterdated 27 June 2013.

3 JULY----------Announcement on the resignation of DatoMuhammad Khairun Aseh as Director ofL&G w.e.f. 3 June 2013.

31 JULY------------ EGM in relation to the Proposed Rights

Issue of ICULS and ProposedAcquisition.

Shareholders approval obtained at theEGM in respect of the Proposed RightsIssue of ICULS and ProposedAcquisition.

6 AUGUST---------------Announcement on the execution of theTrust Deed constituting the terms andconditions of RM77,779,589 nominal valueof five (5)-year, 1%, irredeemableconvertible unsecured loan stocks at 100%of the nominal value of RM0.13 each to beissued pursuant to the Proposed RightsIssue of ICULS.

7 AUGUST---------------Announcement on the acquisition of theentire issued and paid up share capitalcomprising 2 ordinary shares of RM1.00each fully paid in Pillar Quest Sdn Bhd(Company No. 951833-M) as newsubsidiary of L&G.

15 AUGUST-----------------Announcement on the entitlement date forthe Rights Issue of ICULS.

25 SEPTEMBER----------------------50th AGM


DIRECTORS PROFILE

Dato Hj Zainal Abidin Putih, a Malaysian aged 67, wasappointed Chairman of L&G on 1 June 2010. He is a Fellow ofthe Institute of Chartered Accountants in England and Wales(ICAEW), a member of the Malaysian Institute of Certified PublicAccountants (MICPA) and the Malaysian Institute ofAccountants (MIA).

Dato Hj Zainal qualified as a Chartered Accountant of theICAEW in 1972 and has very extensive experience in auditthroughout his career as a practising accountant. He also hasa good working knowledge of taxation and has been involvedin management consulting especially those involved inacquisition, take over, amalgamation and restructuring ofcompanies and company flotation.

Dato Hj Zainal was formerly the Country Managing Partner ofMessrs Hanafiah Raslan and Mohamad and was an Adviserwith Messrs Ernst & Young Malaysia until his retirement on 31December 2004. He was the President of MICPA from 1989until 1991 and the Chairman of the Malaysian AccountingStandards Board from 2003 until 2009.

He had also served in Government Agencies as the Chairmanof Pengurusan Danaharta Nasional Berhad, a member of theMalaysian Communications & Multimedia Commission and amember of the Investment Panel of the Employees ProvidentFund.

Dato Hj Zainal was awarded the Darjah Setia Negeri Sembilan(D.S.N.S.) by the Yang Di Pertuan Besar Negeri Sembilan andthe Jaksa Pendamai (J.P.) by the Yang Di Pertua Negeri Melakain 1995 and 2008, respectively.

Dato Hj Zainal is the Chairman of CIMB Bank Berhad, CIMBBank (L) Ltd and sits on the board of CIMB Group HoldingsBerhad, CIMB Investment Bank Berhad, Southeast AsiaSpecial Asset Management Berhad (SEASAM) and CIMBGroup Sdn Bhd. He is also the Chairman of Dutch Lady MilkIndustries Berhad. He sits as a Board Member of TenagaNasional Berhad and Petron Malaysia Refining & MarketingBhd (formerly known as Esso Malaysia Berhad).

Dato Hj Zainal is also the Chairman of Mobile MoneyInternational Sdn Bhd and a director of several private limitedcompanies. He is a trustee of the National Heart InstituteFoundation (IJNF) and the Perdana Leadership Foundation,and is a member of Perbadanan Putrajaya.

Dato Hj Zainal does not have any family relationship with anyDirectors and/or major shareholders of L&G and he does nothave any conflict of interest with L&G. He has no convictionsfor any offence over the last ten (10) years.

He attended six (6) out of six (6) Board meetings held duringthe financial year ended 31 March 2013.

Dato Hj Zainal is the Chairman of the Nominating Committeeof L&G.

DATO HJ ZAINAL ABIDIN PUTIHIndependent Non-Executive Chairman

DIRECTORS PROFILE


(CONTD)

Mr Low Gay Teck, a Malaysian aged 48, was appointed Directorof L&G on 15 October 2007 and was re-designated ManagingDirector of L&G on 1 January 2008. Mr Low holds a Bachelorof Civil Engineering from Footscray Institute of Technology, (nowknown as Victoria University), Australia (1988).

Prior to joining L&G, Mr Low was with the Mayland Group whichhe joined in 1996. In 2002, he was appointed Director of theMayland Group and assumed the position of Managing Directorin 2005. Mr Low has been involved in property developmentand project management for the past 25 years, handling andimplementing projects such as residential, commercial,shopping complex, hotel, golf course, condominium andservice apartments.

Mr Low does not have any family relationship with any Directorsand/or major shareholders of L&G and he does not have anyconflict of interest with L&G. He does not hold any directorshipsin any other listed companies and he has no convictions for anyoffence over the last ten (10) years.


Currently, Mr Low sits on the Boards of a few subsidiaries ofL&G and is a committee member of the Tabung Amanah Land& General Berhad.

Encik Ferdaus Mahmood, a Malaysian aged 58, was appointedExecutive Director of L&G on 16 June 2008.

Encik Ferdaus started his career as Trainee Accountant withTractors Malaysia Bhd in 1974 and joined United EstateProjects Sdn Bhd (UEP) (initial developer of Subang Jaya,Selangor) in 1976 where his last position was the CreditController.

Subsequently, in 1980, Encik Ferdaus made a decisive switchin his career into the main stream of the property industry andsince then has garnered extensive experience in this industryespecially in the areas of marketing, sales, credit control andproperty management.

In 1990, Encik Ferdaus joined L&G as the General Manager inone of the property subsidiaries of L&G. In 1998, he wasappointed the Chief Operating Officer to head the propertyoperations of L&G in Australia and returned to Malaysia in 2005to be based in Kuala Lumpur as the Director of PropertyDivision, L&G.

Encik Ferdaus does not have any family relationship with anyDirectors and/or major shareholders of L&G and he does nothave any conflict of interest with L&G. He does not hold anydirectorships in any other listed companies and he has noconvictions for any offence over the last ten (10) years.


Currently, he sits on the Boards of a few subsidiaries of L&G.

LOW GAY TECKManaging Director

FERDAUS MAHMOODExecutive Director


DIRECTORS PROFILE

(CONTD)

Dato Ir Dr A Bakar Jaafar, a Malaysian aged 63, was appointedDirector of L&G on 18 October 1999 and redesignated as theSenior Independent Director of L&G on 28 November 2012. Heis an engineer by profession and holds a Bachelor ofEngineering (Honours) degree in Mechanical Engineering fromthe University of Newcastle, Australia, a Master ofEnvironmental Science from Miami University and a Doctoratein Marine Geography from the University of Hawaii at Manoa.

He served in the Malaysian Civil Service for over 22 years invarious positions including as the Director-General of theDepartment of Environment from 1990 to 1995. He continuedto serve the Malaysian Government as the Elected-Member tothe Commission on the Limits of Continental Shelf, UN HQ,New York (1997-2002) (2002-2007) (2007-2012). He is alsoan Adjunct Senior Fellow of the Maritime Institute of Malaysia,an Adviser to the National Technical Committee on ContinentalShelf, and Visiting Professor at the University of TechnologyMalaysia (UTM) at Perdana School of Science, Technology andInnovation Policy, as well as Co-Chair UTM Ocean ThermalEnergy Centre (OTEC) Research Group.

Dato Ir Dr A Bakar does not have any family relationship withany Directors and/or major shareholders of L&G and he doesnot have any conflict of interest with L&G. He does not hold anydirectorships in any other listed companies and he has noconvictions for any offence over the last ten (10) years.

He attended four (4) out of six (6) Board meetings held duringthe financial year ended 31 March 2013.

Currently, Dato Ir Dr A Bakar sits on the Boards of severalprivate limited companies and is the Chairman of theRemuneration Committee as well as a member of the AuditCommittee and the Nominating Committee of L&G.

Dato Hj Ikhwan Salim Dato Hj Sujak, a Malaysian aged 56,was appointed Director of L&G on 1 December 2007. He holdsa Bachelor of Science (Economics & Accounts) from QueensUniversity Belfast, UK (1977).

In 1977, he began his career as an auditor with Coopers &Lybrand, UK and joined Nestle (M) Sdn Bhd as FinanceExecutive in 1979. In 1980, he moved on to be the GroupFinancial Planning Manager of Kumpulan Low Keng Huat SdnBhd.

Currently, Dato Hj Ikhwan runs his private business,Konsortium Jaringan Selangor Sdn Bhd. He is also a Boardmember of Malaysia Steel Works (KL) Berhad, Glomac Berhadand several private limited companies.

Dato Hj Ikhwan does not have any family relationship with anyDirectors and/or major shareholders of L&G and he does nothave any conflict of interest with L&G. He has no convictionsfor any offence over the last ten (10) years.


He is the Chairman of Audit Committee of L&G.

DATO IR DR A BAKAR JAAFARSenior Independent Non-Executive Director

DATO HJ IKHWAN SALIM DATO HJ SUJAKIndependent Non-Executive Director

DIRECTORS PROFILE


(CONTD)

YM Tengku Maruan Tengku Ariff, a Malaysian aged 60, wasappointed Director of L&G on 1 July 2008. He holds a Bachelorof Mechanical Engineering (Design) Degree from University ofHuddersfield, United Kingdom (1979).

YM Tengku Maruan started his career as a credit officer withCitibank Berhad, Kuala Lumpur (Citibank) in 1980 where hewas exposed to various aspects of the banking industry. In1985, YM Tengku Maruan left Citibank holding the position ofManager and joined Southern Bank Berhad as the Head ofPersonal Banking Division where he was involved in all aspectsof budgeting, credit, product marketing and businessdevelopment. Subsequently in 1996, he joined Rohas Sdn Bhd(Rohas) as the General Manager and also served on theboard of several companies related to Rohas until his retirementin 2008. While in Rohas, he was responsible for variousbusiness operations such as manufacturing, education,property management and investments.

Currently, YM Tengku Maruan sits on the Boards of severalprivate limited companies.

YM Tengku Maruan does not have any family relationship withany Directors and/or major shareholders of L&G and he doesnot have any conflict of interest with L&G. He does not hold anydirectorships in any other listed companies and he has noconvictions for any offence over the last ten (10) years.


Mr Hoong Cheong Thard, a Malaysian aged 44, was appointedDirector of L&G on 1 June 2010. He is a member of the Instituteof Chartered Accountants in England and Wales (ICAEW)(1992) and holds a Bachelor in Mechanical Engineering degreefrom Imperial College, University of London, UK (1989).

Mr Hoong has extensive experience in mergers andacquisitions as well as international capital markets. He was aninvestment banker for over 12 years and had held seniorpositions at Deutsche Bank, Hong Kong and UBS, Hong Kongwhere he was responsible for corporate finance business inAsia.

Mr Hoong was the Chief Executive Officer of China LotSynergyHoldings Ltd (a company listed on the Hong Kong StockExchange) (2006) prior to joining Far East ConsortiumInternational Limited (FECIL) in September 2008 asManaging Director.

As the Managing Director of FECIL, Mr Hoong is responsiblefor the formulation and implementation of the FECIL groupsoverall strategies for development.

Mr Hoong also sits on the Boards of several public companieswhich are incorporated and listed overseas and private limitedcompanies which are incorporated in Malaysia.

Mr Hoong does not have any family relationship with anyDirectors and/or major shareholders of L&G and he does nothave any conflict of interest with L&G. He has no convictionsfor any offence over the last ten (10) years.


Mr Hoong is a member of the Audit Committee andRemuneration Committee of L&G.

YM TENGKU MARUAN TENGKU ARIFFIndependent Non-Executive Director

HOONG CHEONG THARDNon-Independent Non-Executive Director


DIRECTORS PROFILE

(CONTD)

Ms Wing Kwan Winnie Chiu, a Permanent Resident of Malaysiaaged 33, was appointed Director of L&G on 17 July 2008. Ms Winnie Chiu holds a BSc Business Management from KingsCollege, University of London, UK (2002).

In 2002, Ms Winnie Chiu launched her career in the propertydevelopment business by her appointment as Director ofMayland. She continues to serve on Maylands board and isresponsible for the overall project development and retailmanagement of Mayland.

Ms Winnie Chiu joined FECIL (a company listed on the HongKong Stock Exchange) in 2005 as Director of PropertyDevelopment and was responsible for the overall projectdevelopment and overseeing the FECIL groups hotelsdevelopment.

Ms Winnie Chiu has accumulated considerable years ofexperience in the property development business coveringvarious aspects of project development and retail management.

Prior to joining Mayland and FECIL, Ms Winnie Chiu worked ina few major international banks such as Credit Suisse whereshe gained much experience in financial management.

Ms Winnie Chiu is currently, the President and ExecutiveDirector of Dorsett Hospitality International Limited (formerlyknown as Kosmopolito Hotels International Limited), a companylisted on the Hong Kong Stock Exchange. Ms Winnie Chiu alsosits on the Boards of several private limited companies whichare incorporated in Malaysia.

Ms Winnie Chiu is the daughter of YBhg Tan Sri Dato DavidChiu, who is the CEO of the Mayland Group of Companies andshe does not have any conflict of interest with L&G. She has noconvictions for any offence over the last ten (10) years.

She attended four (4) out of six (6) Board meetings held duringthe financial year ended 31 March 2013.

Ms Winnie Chiu was appointed member of the NominatingCommittee and Remuneration Committee of L&G on 10 July2013.

WING KWAN WINNIE CHIUNon-Independent Non-Executive Director

CHAIRMANS STATEMENT


OVERVIEW

Our country clocked a 5.6% growth ineconomy in 2012 in the face of anenvironment where advanced countriesis seen struggling amidst globaleconomic uncertainty, according toreports by Bank Negara Malaysia. Withthe lingering Eurozone crisis still verymuch on our radar and the United Statesbattling to revive its economy, we havestepped into 2013 cautiously.

Double-digit growth in domestic demandand a conscious effort to slowly liberalisesub-sectors of our economy has been acatalyst for Malaysias resilient economy.The Government is set on climbing theeconomic ladder with a diverse set ofGovernment Transformation Programmesand Economic TransformationProgrammes that aim to place Malaysiaas a significant economic force in thecoming years.

The property sector in Malaysia faced theimpact of cooling measures this year,following tightening measures by BankNegara. Cooling measures have beenfelt across Asia in the past few years,sending a strong signal that Governmentand policy makers desire stable andsustainable growth.

Nevertheless, the conclusion of the 13thGeneral Election has brought renewedconfidence to investors and buyers andreleased pent-up demand for property.

In keeping with this strong performance, the Groups pre-tax profit jumped 67.4% to RM72.8 million, from RM43.5 million a year ago

FINANCIAL HIGHLIGHTS

We are pleased to report that the Groupsrevenue grew 65.4% to RM216.3 millionfor the year ended 31 March 2013, fromRM130.8 million reported the yearbefore. In keeping with this strongperformance, the Groups pre-tax profitjumped 67.4% to RM72.8 million, fromRM43.5 million a year ago.

Profits and revenue were principallyderived from our property division, led bythe successful completion of the 8trium,and the two on-going developmentprojects namely The Elements@Ampangand Damansara Foresta.

The Property division saw its revenue rise77.2% to RM191.5 million for the year,from RM108.1 million before. Thissterling effort pushed the divisions pre-tax profit higher by 51.8% to RM65.9million from RM43.4 million the previousyear.

Our Education division continued tocontribute a stable revenue of RM11.8million for the period, while pre-tax profiteased 5.7% to RM5.0 million.

The Other Business division grew itsrevenue by 15.0% to RM13.0 million,and returned to the black with a pre-taxprofit of RM1.9 million against a loss ofRM5.1 million in the previous year.

The strong performance by Land &General demonstrates the continuedgrowth of the Group as an astuteentrepreneur with the ability to capitalizeon changing business environments andopportunities in Malaysia.

CONTINUED GROWTH

We have successfully completed 8triumon schedule in the quarter endedSeptember 2012. We are also proud tosee Damansara Foresta clinching theaward for Best Landscape Architecturein 2013 for Malaysia and the Asia Pacificregion by the International PropertyAwards.

Our latest in the pipeline developmentproject, Tuanku Jaafar Golf and CountryResort (TJGCR) is an upmarketresidential development in NegriSembilan on a 200 acre site. TJGCR hasan estimated Gross Development Valueof close to RM600 million and isscheduled to launch in the first half of2014.

Stretching our muscles beyond Malaysiais a project in Australia, a 50-50 jointventure under Hidden Valley Australia LtyLtd (HVA) covering an area of 2,500acres located north of Melbourne. Keyfeatures include a residential retirementestate.

ACKNOWLEDGMENT

To our customers, business associates,government authorities and valuedshareholders, thank you for yourcontinued support and cooperation. Tofellow Board members, the managementand our employees, thank you for thegood work that has contributed to greaterachievements each year. We lookforward to our continued relationship anda fruitful year ahead for everyone.

On behalf of the Board, I would like toexpress our thanks to Dato MuhammadKhairun Aseh, who resigned as Directoron 3 June 2013, for his contribution anddedication to the Group. We wish himwell in his future endeavours.


20 August 2013


CHAIRMANS STATEMENT

(CONTD)

MANAGINGDIRECTORS REPORT


BUSINESS AND OPERATIONS

Who We Are

L&G is a property development andinvestment group with total assets ofalmost RM550 million and more than300 employees. We conduct ourbusiness through our Property andEducation divisions, with minor activitiesin other areas including oil palmcultivation and clubhouse managementunder a division for Other Businesses.

Our core property development businessis in Malaysia, focused on the GreaterKlang Valley and Seremban. Overseas,we are involved in a joint venturedevelopment in Melbourne, Australia,known as Hidden Valley.

Objectives & Strategy

Since 2009, L&G has focused on aphilosophy of developing high-riseresidential properties which provide withinnovative and functional layouts togetherwith comprehensive and state-of-the-artfacilities and a high standard of security.

In our residential development projects,we focus on our properties sustainabilityand liveability while supporting continuedcapital appreciation in the future.

L&G has since explored ways tostrengthen its property investmentsegment, with a view to building aportfolio to provide a steady incomestream for the future.

It is the Groups ongoing effort to seeksuitable landbank in the right locations inkeeping with its objective of driving itscontinued robust growth.

Financially, it is L&Gs goal to repositionitself as a property player from mid-sizedto large market capitalisation on BursaMalaysia through both organic growthand via acquisitions.

REVIEW OF FINANCIAL RESULTS

Summary

L&G posed an 67.4% jump in pre-tax profit to RM72.8 million for the year ended 31 March 2013, from RM43.5 million in theyear before, with the property division being the single largest contributor. This strong performance comes on the back of a 65.4%rise in revenue to RM216.3 million, against RM130.8 million before.

OVERVIEW OF GROUP RESULTS

Revenue Profit/(loss) before tax

FY2013 FY2012 FY2013 FY2012 RM000 RM000 RM000 RM000

Property Division 191,492 108,149 65,875 43,376 Education Division 11,816 11,392 4,983 5,261 Others 12,985 11,258 6,631 (1,973)Share of results of jointly controlled entities - - (4,728) (3,165)

216,293 130,799 72,761 43,499

This strong performance comes on the back of a 65.4% rise in revenue to RM216.3million, against RM130.8 million before



(CONTD)

FY 2013 FY 2012 FY 2011 FY 2010 FY 2009

OPERATING RESULTS (RM'000)

Revenue 216,293 130,799 44,202 30,214 37,611 Profit before tax 72,761 43,499 13,878 30,950 17,714 Profit after tax 57,177 33,120 10,213 29,682 15,315 Profit attributable to owners of the Company 43,969 30,369 10,213 29,682 15,315

Revenue and Pre-tax Profit

The strong rise in the groups revenue and pre-tax profit arose fromthe successful completion of the 8trium, coupled with the salesand development of The Elements@Ampang and DamansaraForesta Phase 1 during the financial year under review.

8trium, The Elements@Ampang and Damansara Forestacontributed RM189.6 million (2012: RM80.4 million) to theproperty divisions revenue, and RM66.2 million (2012: RM27.9million) to pre-tax profit.

The Education divisions revenue remained stable, posting arevenue of RM11.8 million (2012: RM11.4 million). Its pre-taxprofit eased slightly from RM5.3 million to RM5.0 million, mainlydue to the cost of implementing its on-going internationalisationprogramme.

Our division for Other Businesses registered a revenue of RM13.0million (2012: RM11.3 million) and a pre-tax profit of RM1.9million (2012: pre-tax loss of RM5.1 million). This was mainly dueto the exceptional income of:-

a special dividend of RM2.6 million received from its quotedinvestments in Vietnam Industrial Investments Limited; and

a write back of the provision for redemption of land no longerrequired of RM12.3 million.

As at the balance sheet date, the Group has a low gearing of 0.2 times, with a zero net gearing. Together with our healthy cashand bank balances of RM172.4 million (2012: RM122.80 million),we are in a strong position for future acquisitions.

Growth in Net Assets per share

RM'000 FY 2013 FY 2012 FY 2011 FY 2010 FY 2009

Total Assets 549,657 475,959 347,799 325,570 351,572 Shareholders' Fund 327,018 282,451 256,653 231,842 200,168 Issued And Paid Up Share Capital 119,661 119,661 119,661 119,661 598,305 Net Assets per share (RM) 0.55 0.47 0.43 0.39 0.33

Property Education Others

Revenue

Pre-tax Profit

5%

6%

89%

90%

3%7%

Gearing

FY 2013 FY 2012RM'000

Deposits, Cash & Bank Balances 172,371 122,802 Borrowings 66,764 57,511 Shareholders' Funds 327,018 282,451 Gearing Ratio (times) 0.20 0.20

The Groups robust growth is reflected in thecontinued rise in its total and net assets as well asthe improvement in net assets per share.

The Groups total assets grew by more than 15%during the year to RM549.7 million (2012: RM476.0million), while net assets rose by 15.8% to RM327.0million (2012:RM282.5 million). Net assets per sharegrew 17.0% to 55 sen (2012:47 sen).

Cumulatively, total assets have grown by more than56% over the five-year period from 2009 to 2013,while net assets grew 63.4% over the same period.Net assets per share grew almost 66.7% over the fiveyears.

With the scheduled completion ofElements@Ampang in the first half of 2014, coupledwith the on-going sales and development ofDamansara Foresta as well as other projects in thepipeline, we expect this growth to continue stronglygoing forward.

REVIEW OF OPERATING ACTIVITIES

From a global perspective, the financial year underreview was dominated by the global economys slowrecovery. The European sovereign debt crisisremained a concern amid the absence of concertedaction, while in the US, growth remained lacklustre.In Asia, growth continued to be driven by China, theworlds second largest economy, which, however, hasbegun showing signs of moderation.

The Malaysian economy grew by 5.6% in 2012.Robust domestic demand and strong fiscal stimuluscontributed to the strong economic growth whichboosted the construction sector.

The property sector, in Malaysia and elsewhere inAsia, faced the impact of cooling measuresintroduced to respond to large inflows of capital.Nonetheless, the interest rate environment remainsfavourable for continued growth in the propertysector.

0.33 0.39

0.43 0.47

0.55

0

50

100

150

200

250

300

350

400

0.00

0.10

0.20

0.30

0.40

0.50

0.60

2009 2010 2011 2012 2013

Net

Ass

ets

per

Sha

re (

RM

)

Net

Ass

ets

(RM

Mill

ion)

Net Assets Net Assets per share

2013

2012

2011

2010

2009

549,657

475,959

347,799

325,570

351,572

Total Assets(RM000)

200.

2

231.

8

256.

7

282.

5

327.

0



(CONTD)



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8trium

8trium is L&Gs premium integratedcommercial project in Bandar SriDamansara, Kuala Lumpur, with 276office suites in two business suite towers.The office suites range in size between500 and 1,040 square feet. The two-levelretail podium with an area of 108,073square feet has been taken up by retailerCourts Mammoth under a long-termlease for their first Court Mega Store inMalaysia .

L&G has in May 2013 moved itscorporate and operations offices to8trium occupying Level 18 21 ofMenara 1.

Damansara Foresta

Damansara Foresta is a high-riseresidential development set amid 42acres of lush natural greenery, located inL&Gs flagship project and maturetownship, Bandar Sri Damansara inKuala Lumpur.

In keeping with L&Gs philosophy ofinnovative design, Damansara Forestaskey feature is the preservation of existinggreenery to support contemporary livingamid nature. Some 21 acres has beenturned into a private green reserve witheco-friendly outdoor facilities such as ajungle track, tree house, gazebos, yogaarea and others.

We are very proud that DamansaraForesta was awarded the BestLandscape Architecture in 2013 forMalaysia and the Asia Pacific region bythe International Property Awards.

The project comprises 4 phases with anexpected Gross Development Value(GDV) in excess of RM2 billion. Thisproject is targeted for completion over aperiod of 8 to 10 years.

Sri Damansara Sdn Bhd undertook a softlaunch of Phase 1 in January 2012,which was met with a very goodresponse. Phase 1 comprises fourresidential tower blocks with 928 unitsranging from 1,425 to 1,610 square feetin size. Buyers took up some 80% of theunits in the first two blocks opened forsale in the soft launch. To date, close to90% of the 928 units have been takenup.

Currently, the construction of Phase 1 isapproximately 20% completed.

The Elements@Ampang

The Elements@Ampang is a premierlifestyle residential serviced apartments,comprising two 42-storey towersconsisting of 1,040 units, ranging in sizefrom 520 to 1,570 square feet.

The Elements@Ampang is imaginativelydesigned for the urban elite, and is achoice collection of freehold serviceapartments at Jalan Ampangsprestigious embassy row district. Withouthaving to leave the development,residents can still get their adrenalinepumping and occupy their time in thecomfort and safety of the Elements manyfacilities - such as gym, infinity pool,sauna, jacuzzi and more.

A joint development project with theMayland Group, the project has an

estimated GDV of RM760 million. Theproject, which commenced works inJanuary 2011, is scheduled forcompletion in 2014, with vacantpossession targetted for the secondquarter of 2014.

Tuanku Jaafar Golf and Country Resort

This project is L&Gs latest developmentproject, an upmarket residentialdevelopment in Negri Sembilan. TheTuanku Jaafar Golf and Country Resort(TJGCR) will have a modern tropicalconcept with bungalows, link clusterhouses, semi-detached cluster homesand apartments.

Development order for the TJGCR projecthas been obtained and it is scheduled forlaunching in the 1st half of 2014.

Hidden Valley

This is currently L&Gs sole overseasproject. Covering an area of 2,500 acresnorth of Melbourne, the project offersresidential bungalow lots, a retirementestate, hotel and retail centre builtaround an 18-hole golf course andclubhouse, a country club andequestrian centre.

Hidden Valley is creating a sustainabletownship with environmentally friendlyinfrastructure and green design conceptsto ensure long-term sustainability, as wellas facilitating a lifestyle of health byproviding a holistic environment that isthe ideal setting for the sustainable wayof life our residents desire.

PROPERTY DIVISION

Our Property Division comprises two streams of activities under Property Development and Property Investment. The companiesinvolved in property development are:-

100%-owned Sri Damansara Sdn Bhd (8trium and Damansara Foresta) 50.01%-owned Elite Forward Sdn Bhd (The Elements@Ampang) 100%-owned Bright Term Sdn Bhd (Tuanku Jaafar Golf and Country Resort development project- in the pipeline) 50%-owned Hidden Valley Pty Ltd (Hidden Valley)

L&G13_Corp_Layout 1 8/22/13 5:21 PM Page 15



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EDUCATION DIVISION

Sekolah Sri Bestari is a private school established in December1995 under L&Gs wholly-owned subsidiary Lang EducationSdn Bhd. It is located on a 15-acre site in L&Gs flagshipBandar Sri Damansara township.

Comprising a kindergarten, primary and secondary schools,Sekolah Sri Bestari is central to L&Gs commitment to thehomeowners of Bandar Sri Damansara, contributing towardstheir childrens futures and enhancing the value of their homes.

What perhaps make Sekolah Sri Bestari so special is our familyculture. A large number of our students go throughkindergarten, primary and secondary, and are highly successfulin their examination results. Like any family, we provide a safe,happy and secured environment for our dear students to growand learn together.

To meet the needs of the schools more than 1,000 students,the school has implemented an internationalisation programmesince January 2012, with the recruitment of some foreignteacher mentors.

OTHER BUSINESSES

Plantation

L&G has close to 2,500 acres of estate land operated under itswholly-owned subsidiary, Clarity Crest Sdn Bhd. Of the total, 56% is planted with oil palm - 1,384 acres and 32% withrubber - 808 acres. The plantations provide a steady flow ofincome to the group.

Clubhouse

The Sri Damansara Club is wholly owned by L&G, and is partof its commitment to the homeowners of Bandar SriDamansara, as a continuing contribution towards theenhancement of the value of their homes.

FORWARD LOOKING STATEMENTS

Priorities and Progress

L&G has set on renewing its resilience and expanding its abilityto meet future challenges by bolstering its balance sheet andfinancial health. With that underway, the group is planning toembark on a new phase, which is to reposition itself as a mid-sized to large property player by market capitalisation onBursa Malaysia via organic growth, fund raising exercise andacquisitions.

Fund Raising Exercise

In April 2013, L&G proposed to undertake a fund-raisingexercise where the proceeds would be utilised to part financethe acquisition of a 13-storey office building in Precinct 3,Putrajaya, for RM72.48 million cash.

This is an exercise which would meet the groups objective ofgrowing its property investment portfolio to build a stream ofrecurring income and to boost its market capitalization whereboth the asset base and the capital base of L&G will be furtherstrenghened. These proposals were approved by shareholdersat an Extraordinary General Meeting held on 31 July 2013.

The fund raising exercise is a renounceable rights issue ofRM77.78 million nominal value of 5 year, 1%, IrredeemableConvertible Unsecured Loan Stocks (ICULS) at 100% of thenominal value of RM0.13 each. The rights issue will be on thebasis of RM0.13 nominal value of the ICULS for every oneexisting share of RM0.20 each in the Company held on theentitlement date which is on 29 August 2013.

The 13-storey office building proposed to be acquired throughits wholly-owned subsidiary Maple Domain Sdn Bhd and isscheduled for completion with Certificate of Completion andCompliance in the second half of 2014.

Outlook

Our unbilled GDV and current development pipeline projectsas at to-date are in excess of RM3.0 billion in GDV which issufficient for our property development in the coming years. Inthe meantime, we will continue to search for attractivedevelopment opportunities to replenish our pipeline goingforward.

We are confident that the Property Division will continue toexpand with the on-going Elements@Ampang, the newlylaunched Damansara Foresta and the soon to be launchedTuanku Jaafar Golf and Country Resort project in NegeriSembilan.

While risk remains of instability in the global financial system,prospects for the global economy appear better than in 2012.

At home, Bank Negara has forecast that Malaysias economywill grow between 5% and 6%, anchored by resilient domesticdemand and a gradual improvement in the external sector.

L&G remains optimistic that it will sustain its performance in theyear ahead. The Group is confident that it will remain resilientwith a continuous stream of sustainable projects in the pipeline.

Low Gay TeckManaging Director

20 August 2013


CORPORATE GOVERNANCE STATEMENT

The Board of Directors (the Board) of Land & General Berhad (the Company) is fully committed to the Principles andRecommendations of the Malaysian Code on Corporate Governance 2012 (MCCG 2012). The Board constantly strives to ensurethat good corporate practices are carried out throughout the Group as fundamental to fulfilling its responsibilities, which includeprotecting and enhancing shareholder value as well as the financial performance of the Company.

Composition of the Board of Directors

The Board currently comprises eight (8) Directors of whom six (6) are Non-Executive Directors and two (2) are Executive Directors.

The Boards composition is well balanced with four (4) Independent Non-Executive Directors, two (2) Non-Independent Non-Executive Directors and two (2) Executive Directors. The Company is led and controlled by an experienced Board made upof professionals and entrepreneurs who have a diverse range of business, financial and technical skills and experience. This mixof skills and experience is essential for the successful attainment of the corporate plans and objectives of the Group. A briefprofile of each Director is set out on pages 5 to 9 in the Directors Profile of this Annual Report.

Gender Policy

The Company has not developed any gender diversity policy and does not practise any gender biasness as both genders aregiven fair and equal treatment. Any new appointments to the Board shall always be based on merits, capability, experience, skill-sets and integrity.

Board Charter

The primary objective of the Companys Board Charter is to set out the roles and responsibilities of the Board, the division ofauthority and responsibilities of the Board and Management, terms of reference and composition of board committees, and otheradministrative policies and procedures in relation to the operation of the Board as a whole. The Board will regularly review theBoard Charter to ensure it remains consistent with the Boards objective and responsibilities, and all the relevant standards ofcorporate governance. The Board Charter can be found from the Companys website at www.land-general.com.

Code of Conduct

The Company has adopted a Code of Conduct for Directors relating to ethical practices. A separate set of Code of Ethical Practicesrelating to Groups business operations was formulated for Management and staff. The Code of Conduct for Directors can befound from the Companys website at www.land-general.com.

Roles and Responsibilities

The roles of the Chairman and the Managing Director are clearly defined, with each carrying out his duties and responsibilitieswithin the Company. The Chairman heads the Board and is responsible for ensuring the effectiveness of the Board. The ManagingDirector has overall executive responsibility for the day-to-day business operations and the implementation of the Boardsdecisions.

All the Directors have an equal responsibility for the Groups operations and corporate accountability. The details of the roles andresponsibilities of the Chairman and Managing Director are clearly stated in the Board Charter of the Company.

In furtherance of their duties, all Directors have access to the advice and service of the Company Secretaries, the internal auditorsand, if so required, independent professional advisors, at the Companys expense.

Independent Directors

The Independent Non-Executive Directors are independent of management and are free from any business or other relationshipwith the Company which could interfere with the exercise of their independent judgment. This ensures an unbiased andindependent view in the decision-making process.

The Board, in principle, agreed that the tenure of an independent director should not exceed a cumulative term of 9 years aslong tenure may impair independence.



(CONTD)

Independent Directors (contd)

However, on exceptional circumstances, the Board would seek shareholders approval at the Companys annual general meetingto obtain shareholders mandate for an independent director who had served more than 9 years to continue in office asindependent director after making the necessary assessment on the performance of the said independent director.

In accordance with Recommendation 3.1 of the MCCG 2012, the Board had conducted evaluation, reviewed and assessed theperformance and independence of all the Independent Directors (including Dato Ir Dr A Bakar Jaafar who has served the Boardfor a cumulative term of more than 9 years) and was satisfied that all the Independent Directors met with the independencecriteria stated under Paragraph 1.01 of the Main Market Listing Requirements (Listing Requirements) of Bursa MalaysiaSecurities Berhad (Bursa Securities).

Board Meetings

Dates for Board meetings are scheduled in advance at the end of the previous financial year to enable Directors to plan aheadand fit the years meetings into their own schedules. Board meetings are held every quarter and additional meetings are convenedas and when necessary. Additional Board meetings are held when there are important corporate exercises or issues that requirethe urgent consideration or decision of the Board. During the financial year ended 31 March 2013, a total of six (6) Board meetingswere held.

At the quarterly Board meetings, the Board reviews inter alia, the business issues and performance of the Group via the ManagingDirectors Report as well as approves the quarterly financial results of the Group. The Board also notes the decisions,recommendations and issues deliberated by the Board Committees through the minutes of these committees.

The record of attendance of Board meetings of each Director for the financial year ended 31 March 2013 is as follows :

Directors No. of Meetings Attended

Dato Hj Zainal Abidin Putih 6/6Low Gay Teck 6/6Ferdaus Mahmood 6/6Dato Ir Dr A Bakar Jaafar 4/6Dato Muhammad Khairun Aseh * 5/6Dato Hj Ikhwan Salim Dato Hj Sujak 6/6YM Tengku Maruan Tengku Ariff 6/6Wing Kwan Winnie Chiu 4/6Hoong Cheong Thard 6/6

Note: * Dato Muhammad Khairun Aseh resigned w.e.f. 3 June 2013.

To ensure effective conduct of Board meetings, a structured formal agenda and Board meeting papers relating to the agenda arecirculated to all Directors prior to each Board meeting. Board meeting papers include progress reports on operations, quarterlyresults of the Group and the Company, financial and corporate proposals and minutes of the Board Committees. The Directorsare thus given sufficient time to peruse the matters that will be tabled at the Board meetings to enable them to participate in thedeliberations of the issues to be raised and to make informed decisions.

Senior Management are invited to attend Board meetings to furnish additional details or clarification on matters tabled for theBoards consideration. Advisers and professionals appointed by the Company in relation to corporate exercises may also be invitedto attend the Board meetings to provide explanations or clarifications and advice to the Directors.

The Board appointed qualified Company Secretaries to support the Board in carrying out its roles and responsibilities. TheCompany Secretary attends all Board meetings as well as Board Committee meetings and ensures that accurate and properrecords of the proceedings of such meetings are kept.



(CONTD)

Board Committees

To assist the Board in the discharge of its duties effectively, the Board has delegated certain functions to the following BoardCommittees, each operating within clearly defined terms of reference and the details of which could be found in the Board Charter,a copy of which is posted on the Companys website.

Here are the summary of key functions of the Companys Board Committees and activities which had taken place:

i) Audit Committee

The Audit Committee, comprising wholly Non-Executive Directors with a majority being Independent Directors, is responsiblefor reviewing and monitoring the work of the Groups internal audit function as well as ensuring that an objective professionalrelationship is maintained with the external auditors. Further details of the Audit Committee are contained in the AuditCommittees Report in the next section of this Annual Report.

ii) Nominating Committee

The Nominating Committee consists exclusively of Non-Executive Directors with a majority being Independent Directors. TheNominating Committee is authorised to identify and recommend the appointment of new directors to the Board. However,decisions on the appointment of new directors are made by the Board of the Company.

The Nominating Committee undertakes an annual review of the contribution of each Director through a self-assessmentexercise. Upon completion of the review and assessments, the Nominating Committee submits its comments andrecommendations to the Board for further discussion and/or approval, whichever is appropriate.

Further, the Nominating Committee has undertaken a Board and Board Committees assessment to evaluate the boardeffectiveness as a whole and the independence of the Independent Director who has served in that capacity for more thannine years.

The Nominating Committee met once during the financial year under review.

iii) Remuneration Committee

The Remuneration Committee, which comprises entirely Non-Executive Directors, is authorised to review, assess andrecommend to the Board the remuneration of the Executive and Non-Executive Directors in all forms, using other independentprofessional advice as necessary.

The Board appointed a Managing Director and an Executive Director to assist the Board in running the day-to-day operationsof the Group. The remuneration of the Managing Director and Executive Director were determined based on their leadershipskills, knowledge, experience, performance and the Groups performance, both financial and operational.

The remuneration of the Non-Executive Directors was determined by the Board as a whole based on their time commitment,number of scheduled meetings and contribution to the Company.

The Board has not formalised any formal written policy and procedures for Directors remuneration and would consider it atan appropriate time in future.

The Remuneration Committee met once during the financial year under review.

Re-election of Directors

In accordance with the Articles of Association of the Company, all Directors who are appointed by the Board are subject to electionby shareholders of the Company at the first Annual General Meeting (AGM) after their appointment. The Articles of Associationalso provide that one-third of all the remaining Directors must retire from office at every AGM and, if eligible, may offer themselvesfor re-election. This provides an opportunity for shareholders to renew the mandates of each Director. The election of each Directoris voted on separately at the shareholders meeting.



(CONTD)

Appointment of Director

The Board as a whole makes decisions on appointment of Director, upon recommendation by the Nominating Committee.

The Nominating Committee shall undergo a selection and nomination process when determining the suitability of the potentialcandidates considering the potential candidates expertise that can complement the experiences, backgrounds and perspectivesof the Board and also to make positive contribution to the Boards performance.

Orientation Program, designed specifically to the newly appointment Director, is provided to effectively supply useful informationof the Board and the Company to the said Director.

Directors Training

All Directors of the Company have attended the Mandatory Accreditation Programme (MAP). Newly appointed Directors areinvited to attend an In-house orientation programme which is usually conducted after their effective appointment date.

The Directors also attend relevant training programmes conducted by external experts. In addition to this, internal managementshall, from time to time, provide updates regarding any latest amendments pertaining to the Listing Requirements of BursaSecurities and statutory provisions or new regulations and accounting standards imposed by the relevant authorities.

During the current financial year, the Directors have attended appropriate training programmes conducted by external experts toequip themselves with the knowledge to discharge their duties more effectively and to keep abreast of developments in themarketplace. For the Company, In-house Directors Trainings have been organised periodically.

The training programmes which the existing Directors of L&G involved during the financial year were as stated below.

Dato Hj Zainal Abidin Putih

Briefing on Pillar 3 Disclosure 23 April 2012 Seminar on BNM Requirements for ICAAP Process 30 April 2012 Seminar on Corporate Governance Today and the Directions Moving Forward 14 June 2012 Seminar on Gap Analysis and Proposed to-be Capital Allocation and Performance

Management Framework 3 July 2012 Seminar on Basel Pillar 2 ICAAP Requirements (Part 2) 11 July 2012 Seminar on Proposed Refinements to the Capital Allocation and Performance Management 15 August 2012

Framework and Introduction to SREP Seminar on Anti-Money Laundering Act: Financial Crime Risk CIMB Perspective 10 September 2012 In-house Directors Training 7 January 2013

Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures Briefing on Financial Services Act (FSA) and the new Islamic Financial Services Act (IFSA) 11 March 2013

Implication for Directors

Low Gay Teck

Advocacy Session on Disclosure For CEOs and CFOs 5 June 2012 Seminar on Finance for Non-Financial Managers 13 June 2012 Conference on The 15th National Housing & Property Summit 2012 28 & 29 August 2012 Conference on CFO Thought Leadership Roundtable 11 September 2012 Forum on CEO Forum Malaysia in the New Global Context 19 September 2012 Forum on 4th World Chinese Economic Forum 12 & 13 November 2012 In-house Directors Training 7 January 2013

Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures Conference on The 15th Malaysia Strategic Outlook Conference 2013 31 January 2013



(CONTD)

Directors Training (contd)

Ferdaus Mahmood

Conference on The 15th National Housing & Property Summit 2012 28 & 29 August 2012 Property and Real Estate Investment in Sabah 7 November 2012 In-house Directors Training 7 January 2013

Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures


Paper presentation on Ocean Thermal Energy Development in Malaysia: Progress Toward a 2 July 2012Sustainable Energy Future at Japan Cabinet Secretariat for House Ocean Policy, Ocean Economic Policy Foundation (by Dato Ir Dr A Bakar Jaafar)

Paper presentation on Submissions to CLCS and Negative Notes Verbale: Options to 16-19 July 2012Affected Coastal States and Unresolved Boundaries off Pedra Branca, Middle Rocks, and South Ledge at MIMA Maritime Boundary Delimitation Workshop (by Dato Ir Dr A Bakar Jaafar)

Presentation on Policy Intervention via Economic Instruments for Enhancement of Local 16-17 October 2012Biomass Industry to EU-Malaysia Capacity Building Programme 7 (by Dato Ir Dr A Bakar Jaafar)

Presentation on Prospects of Converting Ocean Thermal Energy to Hydrogen Fuel, Off 23 October 2012Sabah Trough Malaysia at the University of Malaya IOES Second South China Sea Conference (by Dato Ir Dr A Bakar Jaafar)

In-house Directors Training 7 January 2013Challenges in Managing Business Risks and Recent Changes to Tax Laws and Procedures

Dato Hj Ikhwan Salim Dato Hj Sujak


YM Tengku Maruan Tengku Ariff



Directors Training in Hong Kong on Duties and Responsibilities of a Director, Disclosure Regime, 13 November 2012Insider Information and Connected Transaction Rules

Hoong Cheong Thard

Conference on Asia Property Conference 2012 21 May 2012 Seminar on DTZ Research Seminar 2013 10 January 2013

Directors Remuneration

The Executive Directors remuneration comprises basic salary and allowances including other customary benefits made availableby the Group. Any salary review takes into account market rates and the performance of the individual and the Group.

The Non-Executive Directors remuneration comprises fees that are linked to their expected roles and level of responsibilities.The Directors annual fees, which are determined by the Board as a whole, are approved by shareholders of the Company ateach AGM.



(CONTD)

Directors Remuneration (contd)

The aggregate remuneration of the Directors of the Company categorised into appropriate components for the financial yearended 31 March 2013 was as follows:

Directors Fees Meeting Allowance Salaries Benefits in kind Total RM000 RM000 RM000 RM000 RM000

Executive - - 1,275 67 1,342Non-Executive* 370 30 - - 400

The number of Directors of the Company whose total remuneration falls within the respective bands for the financial year ended31 March 2013 is as follows:

Band Number of Directors Executive Non-Executive

RM50,000 and below - *5RM50,001 to RM100,000 - 1RM100,001 to RM150,000 - 1RM450,001 to RM500,000 1 -RM800,001 to RM850,000 1 -

Note: *includes a Non-Independent Non-Executive Director who resigned w.e.f. 3 June 2013

Financial Reporting

The Board aims to present a balanced and understandable assessment of the Groups financial position and prospects in alltheir reports to shareholders, investors and regulatory authorities. The assessment is achieved primarily through the quarterlyfinancial results and by both the Chairmans Statement and the Managing Directors Review which are contained in the AnnualReport. The quarterly financial results are reviewed by the Audit Committee and approved by the Board before being released toBursa Securities.

The Directors are also responsible for keeping proper accounting records, which disclose with reasonable accuracy at any timethe financial position of the Group, and for ensuring that the financial statements comply with the Companies Act, 1965 andapplicable approved Accounting Standards in Malaysia.

Internal Controls

The Directors acknowledge their responsibility to maintain a sound system of internal controls covering not only financial controlsbut also operational and compliance controls as well as risk management. This system is designed to manage, rather thaneliminate, the risk of failure to achieve the Groups corporate objectives, as well as to safeguard shareholders investments andthe Groups assets. The Board seeks regular assurance on the continuity and effectiveness of the internal control system throughindependent review by the internal and external auditors.

To enhance risk management, the Company set up a Risk Management Committee in March 2002, which completed formalisingthe Risk Management Policy and Framework for the Group by the end of 2002. In 2007, a new Enterprise Risk Management(ERM) framework was introduced to update and further enhance the existing risk management framework. Details of the ERMframework are disclosed in the Statement on Risk Management and Internal Control in the following section of this Annual Report.



(CONTD)

Relationship with External Auditors

The Group has established a transparent and professional relationship with the external auditors primarily through the AuditCommittee and the Board.

The Audit Committee has met with the external auditors in relation to the audit of the annual financial statements without thepresence of the Executive Directors and Management twice in respect of the financial year under review. The external auditorsare invited to attend the annual general meetings of the Company and are available to answer shareholders queries on theconduct of the audit and the preparation and content of the audit report. The external auditors are also invited to attend othershareholders meetings of the Company to keep themselves informed of the status of the Companys corporate exercises.

Relationship with Shareholders and Investors

The Board recognises the importance of timely dissemination of information to shareholders and investors to ensure that theyare well informed of all major developments of the Company and the Group. Such information is communicated to shareholdersand investors through various disclosures and announcements to the Bursa Securities, including the quarterly financial results,annual reports and where appropriate, circulars and press releases.

The AGM represents the principal forum for dialogue and interaction with shareholders. At every AGM, the Board encouragesand welcomes participation from shareholders to ask questions regarding the resolutions being proposed at the meeting and alsoother matters pertaining to the business activities of the Group. The Directors, Senior Management Personnel and the externalauditors are present during these meetings to respond to questions raised by shareholders.

At the 49th AGM held on 5 September 2012, the shareholders were informed their right to demand a poll at the opening of theAGM. Following that, the Managing Director of the Company gave a slide presentation to the shareholders on the Groups operatingand financial performance for the financial year under review which included up-to-date operating activities of the Group.

In compliance with the Listing Requirements of Bursa Securities, all announcements made by the Company to Bursa Malaysiawith effect from January 2009 such as the Groups quarterly financial results, annual reports and other mandatory announcementsare made available at the Companys website: www.land-general.com.

The website also contains current corporate and non-financial information to provide general information and the on-goingbusiness activities of the Group.

YBhg Dato Ir Dr A Bakar Jaafar is the Senior Independent Director of the Company to whom concerns or queries regarding theGroup can be directed.

Address : YBhg Dato Ir Dr A Bakar Jaafar c/o Land & General Berhad 8trium, Level 21 Menara 1, Jalan Cempaka SD 12/5 Bandar Sri Damansara 52200 Kuala LumpurEmail : [email protected]

In addition, to enable the public to forward queries to the Company, the aforesaid Companys website contains the names, contactemail addresses and telephone numbers of the following personnel:

Mr K C Ng Lee Siw YengChief Financial Officer SecretaryTelephone : 603 6279 8030 Telephone : 603 6279 8183Fax : 603 6272 5916 Fax : 603 6277 7061Email : [email protected] Email : [email protected]

Directors are required by company law to prepare financial statements for each financial year which give a true and fair view ofthe state of affairs of the Group and of the Company at the end of the financial year and of the results of the Group and of theCompany of the financial year then ended.

In preparing the financial statements for the year ended 31 March 2013, the Directors have:

adopted suitable accounting policies and then applied them consistently; made judgements and estimates that are prudent and reasonable; ensured applicable accounting standards have been followed, subject to any material departure and explained in the financial

statements; and prepared the financial statements on the going concern basis unless it is inappropriate to presume that the Group and the

Company will continue in business.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy at any time thefinancial position of the Group and of the Company and to enable them to ensure that the financial statements comply with theCompanies Act, 1965. The Directors are also responsible for safeguarding the assets of the Group and of the Company and,hence, for taking reasonable steps for the prevention and detection of fraud and other irregularities.

STATEMENT OF DIRECTORS RESPONSIBILITIES


IN RESPECT OF THE AUDITED FINANCIAL STATEMENTS

ADDITIONAL COMPLIANCE INFORMATION

Material Contracts

There were no other material contracts subsisting at the end of the financial year entered into since the end of the previousfinancial year by the Company and its subsidiaries which involve the interests of Directors and major shareholders except asdisclosed under Note 36 to the Audited Financial Statements.

Sanctions and/or Penalties Imposed

There were no fines or sanctions imposed on the Company and its subsidiaries, Directors or management by the relevantregulatory authorities.

Non-audit Fee

The amount of non-audit fee payable to the external auditors for the financial year ended 31 March 2013 has been reflectedunder Note 8 to the Audited Financial Statements.


AUDIT COMMITTEE REPORT

The Audit Committee was established on 8 August 1991 to act as a Committee of the Board to fulfill its fiduciary responsibilitiesrelating primarily to business ethics, policies and practices, and financial management and controls.

MEMBERS AND MEETINGS

The Audit Committee held 6 meetings during the financial year ended 31 March 2013. The members of the Audit Committeeand the record of their attendance are as follows:

Attendance/ Audit Committee Position on the Board Number of meeting held

1 Dato Hj Ikhwan Salim Dato Hj Sujak Chairman of Audit Committee Independent Non-Executive Director 6/62 Dato Ir. Dr. A. Bakar Jaafar Senior Independent Non-Executive Director 6/63 Hoong Cheong Thard Non-Independent Non-Executive Director 6/6

TERMS OF REFERENCE

The terms of reference of the Audit Committee are as follows:

Membership

1. The Audit Committee shall be appointed by the Board from amongst their number and shall consist of at least three members,all of whom must be non-executive directors, with a majority of them being independent directors.

2. At least one member of the Audit Committee:

a) must be a member of the Malaysian Institute of Accountants (MIA); or

b) if he is not a member of the MIA, he must have at least three (3) years working experience and:-

Must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or Must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the

Accountants Act 1967; or

c) fulfils such other requirements as prescribed or approved by Bursa Malaysia Securities Berhad.

3. The members of the Audit Committee shall elect a Chairman from amongst their number who shall be an Independent Non-Executive Director.

4. In the event of any vacancy in the Audit Committee, within three (3) months of that event, the Board shall appoint newmembers to make up the minimum number of three (3) members.

5. No alternate director is to be appointed as a member of the Audit Committee.

6. The term of office and performance of the Audit Committee and each of its members shall be reviewed by the Board at leastonce every three (3) years.



(CONTD)

TERMS OF REFERENCE (CONTD)

Authority

The Audit Committee is authorised by the Board:

1. To investigate any activity within its terms of reference;2. To have the resources required to perform its duties;3. To have full and unrestricted access to information pertaining to the Company and the Group;4. To have unrestricted access to both the internal and external auditors and to all employees of the Group;5. To have direct communication channels with the external auditors and person(s) carrying out the internal audit function or

activity (if any); 6. To have the right to obtain external legal or other independent professional advice as necessary; and7. To be able to convene meetings with the external auditors, the internal auditors or both, excluding the attendance of other

directors and employees, whenever deemed necessary.

Functions

The functions of the Audit Committee shall be:

1. To review with the external auditors and report to the Board: the audit plan, its scope and nature. the result of their evaluation of the system of risk management and internal controls. their audit reports, to ensure that their recommendations regarding management weaknesses are implemented. the annual financial statements and recommend the adoption of the financial statements. the audit fees.

2. To review with the internal auditors and report to the Board: the Groups risk management and internal control procedures, including organisational and operational controls. the internal audits scope of work, functions, competency and resources and that it has the necessary authority to carry

out its work. the Annual Audit Plan. the results of audit findings and other relevant reports. the assistance given by the Companys officers to the internal auditors. the regular management information and to ensure that audit recommendations regarding management weaknesses

are effectively implemented. any related party transactions and conflict of interest situation that may arise within the Company and the Group including

any transaction, procedure or course of conduct that raise questions of management integrity.

3. To review, approve and note the following relating to the internal audit function: To review any appraisal or assessment of the performance of members (or the independent professional service provider

firm as the case may be) of the internal audit function. To approve any appointment or termination of senior staff members (or the independent professional service provider

firm as the case may be) of the internal audit function. To note resignation of internal audit staff members (or the independent professional service provider firm as the case

may be) and providing the staff members (or the independent professional service provider firm as the case may be) anopportunity to submit his/their reasons for resigning.

4. To review the Groups quarterly financial results and year ended financial statements, prior to the approval by the board ofdirectors focusing particularly on:i) changes in or implementation of major accounting policy and practices;ii) significant and unusual events; iii) significant audit issues and adjustments arising from audit;iv) going concern assumption;v) compliance with approved accounting standards and other legal requirements; andvi) compliance with Main Market Listing Requirements of Bursa Malaysia Securities Berhad.



(CONTD)

TERMS OF REFERENCE (CONTD)

Functions (contd)

5. To review and recommend the appointment of the external auditors.

6. To review on any removal or resignation of the external auditors.

7. To undertake such other functions as may be agreed to by the Audit Committee and the Board.

Meetings

1. Meetings shall be held not less than four (4) times in each financial year.

2. The quorum for each meeting shall be two (2) members, provided that the majority of members present at the meeting mustbe independent directors.

3. The Managing Director, the Executive Director, the Chief Financial Officer, the Group Financial Controller, and the InternalAuditors shall normally attend the meetings. Other Board members and employees may attend the meetings upon theinvitation of the Audit Committee.

4. At least twice a year, the Audit Committee shall meet with the external auditors without the presence of Management andExecutive Directors.

5. The Company Secretary shall be the Secretary of the Audit Committee. Minutes of each meeting shall be kept and distributedto each member of the Audit Committee and of the Board.

6. The Chairman of the Audit Committee shall report on each meeting to the Board.

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION AND THE AUDIT COMMITTEEDURING THE FINANCIAL YEAR ENDED 31 MARCH 2013

Internal Audit Function

The internal audit function of the Group was carried out by Advent Corporate Advisory Sdn. Bhd., an independent professionalservices provider whose principal responsibility is to undertake regular and systematic reviews of the system of internal controls,so as to provide reasonable assurance that such systems continue to operate effectively and efficiently. The Internal Audit functionis to assist the Board and the Audit Committee to evaluate the system of internal control and to provide their recommendation tothe Board and the Management for further improvement.

The Internal Auditors had carried out audits according to the internal audit plan. The following activities were carried out duringthe financial year:-

1. Reviewed the system of internal controls and key operating processes based on the approved annual plan and recommendingimprovements to the existing system of controls;

2. Ascertained the extent of compliance with established policies, procedures and statutory requirements;

3. Ascertained the extent to which the Companys and the Groups assets are accounted for and safeguarded from losses of allkinds;

4. Carried out ad hoc audit assignments and special reviews; and

5. Identified opportunities to improve the operations of and processes within the Group.

During the financial year, the costs incurred for the internal audit function was RM144,000.00.



(CONTD)

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION AND THE AUDIT COMMITTEEDURING THE FINANCIAL YEAR ENDED 31 MARCH 2013 (CONTD)

Summary of Activities of the Audit Committee

During the financial year ended 31 March 2013, the Audit Committee performed its duties as set out in its terms of reference.

The main activities undertaken by the Audit Committee were as follows:-

1. Reviewed the extend of the Groups compliance with the provisions set out under the Malaysian Code on CorporateGovernance 2012 for the purpose of preparing the Corporate Governance Statement and the Statement on Risk Managementand Internal Control pursuant to the Main Market Listing Requirements of Bursa Malaysia Securities Berhad;

2. Reviewed the updated risk profile of the Group and the adequacy and integrity of the internal control systems to managethese risks;

3. Reviewed the external auditors scope of work and audit plan for the year;

4. Reviewed the audit plans for the Group prepared by the internal auditor;

5. Reviewed the internal audit reports, recommendations and managements response, and discussed actions taken withManagement to improve the internal control system based on internal audit findings;

6. Reviewed related party transactions entered into by the Group and the draft proposal to seek shareholders mandate pursuantto the Main Market Listing Requirements of Bursa Malaysia Securities Berhad;

7. Reviewed the quarterly unaudited financial results of the Company and the Group before recommending them for the Boardsapproval for announcement to Bursa Malaysia Securities Berhad;

8. Reviewed the audited financial statements of the Company and the Group prior to the submission to the Board for theirconsideration and approval (to ensure that the audited financial statements were drawn up in accordance with the provisionsof the Companies Act, 1965 and the applicable Financial Reporting Standards in Malaysia); and

9. Had two (2) sessions of discussions with the External Auditors without the presence of the executive members of the Boardand other employees.

DATO HJ IKHWAN SALIM DATOS HJ SUJAKChairman of Audit Committee(Independent Non-Executi

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