Pulai Group - Pulai Springs Resort - annual reportpulaigroup.com/investor-relations/annual_report_2004.pdf · 2019. 5. 16. · Berhad, Boustead Holdings Berhad, Af fin Holdings Berhad,

annualreport

a sense

of Pulai Springs

contentsNotice of the Fifth Annual GeneralMeeting

04

Statement Accompanying theNotice of AGM

06

Corporate Information

07

Profile of Directors

10

Awards & accolades

14

Chairman’s Statement

18

Managing Director’s Report

20

Statement on Corporate Governance

28

Statement on Internal Control

34

Audit Committee Report

36

Statement on Directors’ Responsibility

39

Financial Statements

41

List of Properties Held

84

Analysis of Shareholdings

86

Proxy Form

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notice of the fifth annual general meeting

NOTICE IS HEREBY GIVEN that the Fifth Annual General Meeting of PULAI SPRINGSBERHAD will be held at Pulai Springs Resort, 20km, Jalan Pontian Lama, 81110 Pulai, JohorDarul Takzim on Wednesday, 22 June 2005 at 11.00 a.m. for the following purposes:

AGENDA

1. To receive and adopt the Audited Accounts for the financial year ended 31 December2004 together with the Reports of the Directors and Auditors thereon.

2. To declare a final dividend of 5% less tax of 28% per share in respect of the financial yearended 31 December 2004.

4. To re-elect the following Directors who are retiring pursuant to Article 114 of the Articles ofAssociation of the Company:(a) Datuk Azzat Bin Kamaludin(b) Dato' Chua Jui Leng(c) Dato' Prof Zainuddin Bin Muhammad

5. To approve the directors' fees of RM366,000 for the financial year ended 31 December2004.

6. To re-appoint Messrs Horwath as Auditors of the Company and to authorise the Directorsto fix their remuneration.

7. Special business :

To consider and if thought fit, pass the following resolution:

AUTHORITY TO ALLOT SHARES PURSUANT TO SECTION 132D OF THECOMPANIES ACT, 1965

“THAT pursuant to Section 132D of the Companies Act, 1965, the Directors be and arehereby empowered to allot and issue shares in the Company, at any time, at such price,upon such terms and conditions, for such purpose and to such person or personswhomsoever as the Directors may in their absolute discretion deem fit provided that theaggregate number of shares to be issued does not exceed ten per centum (10%) of theissued share capital of the Company for the time being and THAT the Directors be and arehereby also empowered to obtain the approval for the listing of and quotation for theadditional shares so issued on the Bursa Malaysia Securities Berhad and THAT suchauthority shall continue to be in force until conclusion of the next annual general meetingof the Company.”

Ordinary Resolution 1


Ordinary Resolution 3Ordinary Resolution 4Ordinary Resolution 5




5

NOTICE OF DIVIDEND ENTITLEMENT

Subject to the approval of the shareholders, a final dividend of 5% less tax of 28% per sharefor the financial year ended 31 December 2004 will be paid on 21 September 2005 to theholders of ordinary shares registered in the Record of Depositors at the close of business on29 August 2005.

A depositor shall qualify for entitlement only in respect of:(a) Shares transferred into the Depositor's Securities Account on or before 4.00 p.m. of 29

August 2005, in respect ordinary share transfer; and

(b) Shares bought on the Bursa Malaysia Securities Berhad on a cum entitlement basisaccording to the Rules of the Bursa Malaysia Securities Berhad.

By Order of the Board

MAH LI CHEN (MAICSA 7022751)TAN FONG SHIAN @ LIM FONG SHIAN (MAICSA 7023187)

Company Secretaries

Kuala Lumpur 31 May 2005

Notes :1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not more than two)

to attend and vote in his/her stead. If a member appoints two (2) proxies, the appointment shall be invalid unlesshe/she specifies the proportion of his/her holdings to be represented by each proxy.

2. A proxy may but need not be a member of the Company. Where a proxy is not a member, he need not be anadvocate, an approved Company auditor or a person approved by the Companies Commission of Malaysia.

3. In the case of a corporation, the proxy appointed must be in accordance with its Articles of Association and theinstrument appointing a proxy shall be given under the Company's Common Seal or under the hand of an officer orattorney duly appointed.

4. The instrument appointing a proxy must be deposited with the Company Secretaries at C15-1, Level 15, Tower C,Megan Avenue II, 12, Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than 48 hours before the time appointedfor the holding of the Annual General Meeting or any adjournment thereof.

5. Explanatory Note on the Special Business

Ordinary Resolution 8Authority to Allot Shares pursuant to Section 132D of the Companies Act, 1965The proposed Ordinary Resolution 8, if passed, will empower the Directors of the Company, from the date of theFifth Annual General Meeting, to issue shares (other than bonus or rights issue) of the Company up to and notexceeding in total ten per centum (10%) of the issued share capital of the Company for the time being for suchpurpose as they considered would be in the best interest of the Company. This authority, unless revoked or variedat a general meeting, will expire at the next Annual General Meeting of the Company.

notice of the fifth annual general meeting (cont’d)

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statement accompanying the notice of AGM

1. Names of Directors who are standing for re-election at the Fifth Annual General Meeting of the Company:

(a) Datuk Azzat Bin Kamaludin;(b) Dato' Chua Jui Leng; and(c) Dato' Prof Zainuddin Bin Muhammad.

2. Details of Attendance of Directors at Board MeetingsThe details are set out on page 29 of this Annual Report.

3. Date, Time and Venue of Fifth Annual General Meeting of the CompanyThe Fifth Annual General Meeting of the Company will be held on Wednesday, 22 June 2005 at 11.00 a.m. at PulaiSprings Resort, 20km, Jalan Pontian Lama, 81110 Pulai, Johor Darul Takzim.

4. Further Details of Directors who are standing for re-election / election as DirectorsThe details of the Directors who are standing for re-election at the Fifth Annual General Meeting are set out on pages 10and 11 of this Annual Report. No individual other than the retiring Directors is seeking election as a Director at the FifthAnnual General Meeting of the Company.

No notice of nomination has been received todate from any member nominating any individual for election as a Directorat the Fifth Annual General Meeting of the Company.

(Pursuant to Paragraph 8.28(2) of the Bursa Malaysia Securities Berhad's Listing Requirements)

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BOARD OF DIRECTORSDatuk Azzat bin KamaludinNon-Independent Non-Executive Chairman

Dato' Chua Jui LengManaging Director

Dato' Prof Zainuddin bin MuhammadIndependent Non-Executive Director

Dato' Dr Shahir bin NasirIndependent Non-Executive Director

Mr Lim Seng ChorExecutive Director

Mr Chua Chi MinExecutive Director

Mr Victor Chua Chee WeyExecutive Director

Mr Chua Teck HweeIndependent Non-Executive Director

Cik Ruthlene binti Abu SahidNon-Independent Non-Executive Director

AUDIT COMMITTEEDato' Prof Zainuddin bin Muhammad(Chairman)

Independent Non-Executive Director

Mr Chua Teck HweeIndependent Non-Executive Director

Mr Lim Seng ChorExecutive Director

COMPANY SECRETARIESi) Mah Li Chen (MAICSA 7022751)ii) Tan Fong Shian @ Lim Fong Shian

(MAICSA 7023187)

REGISTERED OFFICE20km, Jalan Pontian Lama81110 PulaiJohor Darul TakzimTel : (607) 521 2121Fax : (607) 521 2066

AUDITORSHorwath (AF 1018)Chartered AccountantsLevel 16, Tower CMegan Avenue IINo. 12, Jalan Yap Kwan Seng50450 Kuala Lumpur

HEAD/MANAGEMENT OFFICE20km, Jalan Pontian Lama81110 PulaiJohor Darul TakzimTel : (607) 521 2121Fax : (607) 521 2066E-mail: [email protected]: www.pulaisprings.com

MANAGEMENT/OPERATIONS OFFICEE-2-7, Plaza DamasJalan Hartamas 1Sri Hartamas50480 Kuala LumpurTel : (603) 6203 3883Fax : (603) 6203 3849E-mail: [email protected]

No.1, Kim Seng Promenade,#12-09, Great World City West Tower,Singapore 237994Tel : (65) 6887 1322Fax : (65) 6887 1330

SHARE REGISTRARSymphony Share Registrars Sdn BhdLevel 26, Menara Multi-Purpose Capital SquareNo. 8, Jalan Munshi Abdullah50100 Kuala LumpurTel : (603) 2721 2222Fax : (603) 2721 2530

PRINCIPAL BANKERSMalaysian Industrial DevelopmentFinance Berhad (3755-M)No. 195A, Jalan Tun RazakP.O. Box 1211050939 Kuala Lumpur

RHB Bank Berhad (6171-M)3, 3-01, 5, 5-01Jalan PembangunanDesa Rahmat81200 Johor BahruJohor Darul Takzim

Public Bank Berhad (6463-H)1st & 12th Floor, Public Bank TowerNo. 19, Jalan Wong Ah Fook80000 Johor BahruJohor Darul Takzim

Alliance Bank Malaysia BerhadMenara Multi PurposeCapital Square8, Jalan Munshi Abdullah,50100 Kuala Lumpur

STOCK EXCHANGE LISTINGBursa Malaysia Securities BerhadMain Board (Trading/Services)Stock name: PSpringStock code: 5059

corporate information

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profile of directors

Datuk Azzat Bin Kamaludin, Malaysian, aged 60, was appointed to the Board of Directorsof Pulai Springs Berhad as Chairman on 24 September 2002. He is also the Chairman of theRemuneration and Nomination Committees.

Datuk Azzat graduated from Queens' College, University of Cambridge, with a Degree ofBachelor of Arts in 1968 and a Degree of Bachelor of Law in International Law in 1969. He wasadmitted to Honourable Society of the Middle Temple, London and called to the “Degree of theUtter Bar” in 1970.

Datuk Azzat served as an Administrative Diplomatic Office with the Ministry of Foreign AffairsMalaysia from 1970 till 1979, during which time he also served as Assistant Secretary of theASEAN Division, Zone of Peace, Freedom and Neutrality Division, as Second Secretary at thePermanent Mission of Malaysia to the United Nations, New York and as Head of Chancery atthe Malaysian Commission in Hong Kong and finally, as a Principal Assistant Secretary, Law ofthe Sea Division.

Since 1979, he has been a partner of the legal firm, Messrs Chua Brothers, Azzat & Izzat,Advocates & Solicitors (now known as Azzat & Izzat). He was a member of the SecuritiesCommission from March 1993 to March 1999. He is also presently a director of MNI HoldingsBerhad, Boustead Holdings Berhad, Affin Holdings Berhad, KPJ Healthcare Berhad and Celcom(M) Berhad.

Dato' Chua Jui Leng, Malaysian, aged 60, was appointed to the Board of Directors of PulaiSprings Berhad as Managing Director on 24 September 2002. He is also a member of theRenumeration Committee.

Dato' Chua was admitted to the Honourable Society of the Inner Temple, London and called tothe Bar in 1971. He was conferred a degree of Master of Laws from King's College London,University of London in 1986.

Dato' Chua was a senior partner of the legal firm, Messrs Chua Brothers, Azzat & Izzat,Advocates and Solicitors until he retired from the firm in 1999. Dato' Chua has been a real estatedevelopment entrepreneur in Johor over the last 15 years and has completed numerous housingand commercial developments in Johor Bahru including Taman Melodies, Taman Sri Amar andSerene Park. He was Chairman of the Housing Developers Association, Johor for three (3)consecutive terms from 1982 to 1988.

He is one of the founders of Pulai Springs Resort Berhad and is overall in charge of the planningdevelopment and operations of the Club. Dato' Chua is also responsible for the formulation andimplementation of business policies.

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profile of directors (cont’d)

Mr. Lim Seng Chor, Malaysian, aged 58, was appointed to the Board of Directors of PulaiSprings Berhad as an Executive Director on 24 September 2002. He is also a member of theAudit Committee.

Mr Lim is by profession a qualified engineer registered with the Board of Engineers, Malaysia andthe Institution of Engineers, Australia. He is an Affiliate of the Securities Institute of Australia. Heholds a Bachelor of Engineering degree from the University of Malaya and a Certified Diploma inAccounting & Finance from ACCA, UK. Mr. Lim also holds a Master of Business Administrationdegree from the Weatherhead School of Management, Case Western Reserve University,Cleveland, USA.

Mr Lim was formerly a Superintending Officer / Resident Engineerwith Pelangi Berhad and wasin charge of the construction and supervision of some 3,000 units of houses in Taman Pelangi,Johor Bahru including all infrastructure works. He was also in charge of preparing and calling oftendersfor the above works. He was also responsible for the construction and sale of thehousing projects in Taman Melodies, Kebun Teh, Taman Sri Setia and Serene Park comprisingseveral hundred units of mixed housing and shop units.

He joined Pulai Springs Resort Berhad in 1993 as Executive Director. Mr. Lim is responsible forthe day-to-day management and implementation of the company's business policies andstrategies in operations and developments.

Dato' Prof Zainuddin bin Muhammad, Malaysian, aged 60, was appointed to the Board ofDirectors of Pulai Springs Berhad on 24 September 2002. He is also the Chairman of the AuditCommittee.

Dato' Professor Zainuddin is a Fellow of the Malaysian Institute of Planners and holds a MastersDegree in Regional and Community Planning from Kansas State University, United States ofAmerica in 1980 after obtaining a post graduate Diploma in Housing Planning and Building anda post graduate Diploma in Town and Regional Planning from Bouwcentrum InternationalEducation, Rotterdam, Holland and University of Melbourne, Australia respectively.

Dato' Professor Zainuddin held many posts in various states in Malaysia before he waspromoted to the post of Director-General of the Malaysian Federal Department of Town andCountry Planning from March 1993 until his retirement in February 2001. In recognition of hisoutstanding achievements and contribution to planning, Dato' Professor Zainuddin wasconferred the title of “Professor Kehormat” by the University of Technology Malaysia in 1996,“Planner of the Year” by the Malaysian Institute of Planners in 1995, “Paul Harris Fellow” by theRotary Foundation of Rotary International, “Alumni Fellow” by the Kansas State University USAin 1997 and “Fellow” of the Institute of Environment and Development (LESTARI) by UniversityKebangsaan Malaysia.

At present Dato' Professor Zainuddin holds directorships in IOI Properties Berhad, TT ResourcesBerhad, UDA Holdings Berhad, PJBumi Berhad (formerly known as Pembinaan Jayabumi(Sarawak) Berhad and Pelangi Berhad.

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Mr Chua Chi Min, Malaysian, aged 36, was appointed to the Board of Directors of Pulai SpringsBerhad as an Executive Director on 24 September 2002. He graduated with a Degree ofBachelor of Laws (honours) from the University of Leeds, United Kingdom in 1992.

Mr Chua joined Pulai Springs Resort Berhad in 1993 as the Director of Development where heis responsible for the development of the golf courses at the Pulai Springs Resort and theplanning of its resort operations. He is also involved in the project implementation and sales ofthe property development arm of the company.

Mr Chua is responsible for the day-to-day management and implementation of the company'sbusiness policies and strategies in operations and developments. He is also involved in thestrategic planning and future development of the company.

Mr. Victor Chua Chee Wey, Malaysian, aged 38, was appointed to the Board of Directors ofPulai Springs Berhad as an Executive Director on 24 September 2002. He graduated with a LLBdegree (Honours) from London Guildhall University, United Kingdom in 1992. He also has aMasters of Finance from the Royal Melbourne Institute of Technology (RMIT) obtained in 2002.

Mr Victor Chua was appointed to the Board of Directors of Pulai Springs Resort Berhad in 1997and is involved in the strategic planning and future development of the company. He is abusinessman with interests in property development, interior renovation and multimediadevelopment. He also holds directorships in several companies including Vision DevelopmentConcepts Sdn Bhd, which is principally involved in property development, and Vision InteriorConcepts Sdn Bhd, an interior design company. He has interest in Primedia Sdn Bhd amultimedia development company.

Dato' Dr Shahir bin Nasir, Malaysian, aged 59, was appointed to the Board of Directors of PulaiSprings Berhad on 24 September 2002. He is also a member of the Remuneration andNomination Committees.

Dato' Dr Shahir graduated with a Degree of Bachelor of Arts (Honours) from the University ofMalaysia in 1968. He also holds a Masters degree and Ph.D in Public Administration from theUniversity of Southern California, United States of America. He has served in various positionssince he joined the Johor Civil Service (JCS) in May 1968, including State Financial Officer. Hislast appointment in JCS was as the State Secretary of Johor until her retired in 2001.

He sits on the Board of Ranhill Utilities Berhad and on the Board of several private limitedcompanies. He currently serves as Executive Director of SAJ Holdings Sdn Bhd, a wholly-ownedsubsidiary of Ranhill Utilities Berhad and is also Executive Deputy Chairman of YPJ Holdings SdnBhd.

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Mr Chua Teck Hwee, Malaysian, aged 48, was appointed to the Board of Directors of PulaiSprings Berhad on 24 September 2002. He is also a member of the Nomination and AuditCommittees.

Mr Chua graduated with a Bachelor of Commerce (Accounting) (Honours) Degree from theUniversity of Birmingham, England in 1980. He is a qualified chartered accountant and is aFellow of the Institute of Chartered Accountants in England &Wales. He is also a member of theMalaysian Institute of Accountants. He is an Approved Company Auditor licensed by the Ministryof Finance and a Fellow of the Malaysian Institute of Taxation. He has worked as an Accountantin England and Kuala Lumpur.

Currently Mr Chua is practicing as a chartered accountant, an approved company auditor andtax consultant under the firm of Messrs T.H. Chua & Co. He is also an advisor to variouscharitable bodies.

Cik Ruthlene binti Abu Sahid, Malaysian, aged 29, was appointed to the Board of Directors ofPulai Springs Berhad on 26 September 2003. She graduated with a Bachelor of BusinessAdministration in Finance (Honours) and a Bachelor in Business Administration in InternationalBusiness (Honours) from George Washington University, United States of America.

Cik Ruthlene has worked in various capacities including Project Analyst with Ipmuda Berhad andMerger and Acquisitions Consultant with KPMG Corporate Services Sdn Bhd. She is currentlythe Managing Director of ASM Properties Sdn Bhd responsible for the management of MajuPerdana development consisting of two office towers and one shopping mall. Cik Ruthlene is amember of the Young Presidents Organisation (YPO), Malaysian Chapter and holds a PrivatePilot's License from the Malaysian Flying Academy.

Notes to directors' profile:

1. Family RelationshipMr Chua Chi Min is the son of Dato' Chua Jui Leng whilst Mr Victor Chua Chee Wey is the nephew of Dato' Chua JuiLeng and the son of Datin Wong Nyet Lan, a major shareholder of the Company. Mr Lim Seng Chor is the brother-in-law of Dato' Chua Jui Leng whilst Datin Wong Nyet Lan is the sister-in-law of Dato' Chua Jui Leng and mother of MrVictor Chua Chee Wey.

Cik Ruthlene binti Abu Sahid is the daughter of Tan Sri Abu Sahid bin Mohamed, a major shareholder of the Company.

The other Directors do not have any family relationship with any Director and/or major shareholders of the Company.

2. Conflict of InterestNone of the Directors have any conflict of interest with the Company.

3. Conviction of OffencesNone of the Directors have any conviction for offences other than traffic offences within the past 10 years.

4. Attendances at Board MeetingsThe details of the Directors' attendance at Board Meetings are set out on page 29 of this Annual Report.

5. ShareholdingsThe details of the Directors' interest in the securities of the Company are set out on page 87 of this Annual Report.

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FIABCI International Prix d'Excellence Award - World's Best Leisure Resort Development 2000

"….the most prestigious real estate award in the world" - Wall Street Journal

FIABCI National Award of Distinction- the Best Resort Development 1998-1999

National Landscape Award 2001in the Hotel, Resort & Tourism Complex Category -Ministry of Housing and Local Government of Malaysia

awards & accolades achieved by Pulai Springs Resort

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Listed as one of the "The Finest Golf Resorts of the World Collection 1999 and 2000"a society of the world's most distinguished clubs.

The ISO 9001:2000 accreditation byLloyd’s Register Quality Assurance (2004)

Century International Quality Era Award Geneva 2003- Diamond Category

World Quality CommitmentInternational Star Award Paris 2002 - Platinum Category

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chairman’s statement

Dear Valued Shareholders, On behalf of the Board of Directors, I am pleased to presentthe Annual Report and Audited Financial Statements ofPulai Springs Berhad Group of Companies for thefinancial year ended 31 December 2004.

FINANCIAL REVIEW

This has been a year of recovery and growth in most Malaysian businesses.Recovering from the ravages of global threats, natural disasters anduncertainties, the hospitality and property sectors have surged forward withconsumers gaining confidence in the economy.

Group operating income is up from RM45 million to RM50 million and increasedefforts by the management team in the property segment has brought notableresults. As such, the Group has been able to record a net profit after tax ofRM3.36 million.

DIVIDEND

The Board of Directors is pleased to propose a dividend of 5% less 28% tax perordinary share amounting to RM3,780,000 in respect of the current financial year.

NEW OPERATIONS

I am pleased to introduce The Pulai Desaru Beach located on the East Coast ofJohor. Previously operating as Desaru Perdana Beach Resort, this property wasacquired by the Group in June 2004 and marks what is hopefully the first of manymilestones in the Group's expansion in the hospitality industry. With over 200rooms and all the amenities and facilities of a complete holiday resort, we areconfident that this property will soon contribute to the financial strength of theGroup.

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chairman’s statement (cont’d)

LOOKING AHEAD

With property projects underway in Johor Baru and Muar, Johor, the Group will expand its focus to property sales whilecontinuing to develop new markets and maintain traditional markets in hospitality. New operations in the coming year invarious sectors include at least two new property launches, increased resort operations and stepped up hospitality marketinglocally and abroad. With the CintaAyu serviced apartments coming online in 2006, Pulai Springs Resort will become a fullfledged resort with the addition of room inventory.

Pulai Springs Berhad's inherent strength is in its assets and resources. Prudent but innovative management will steer theGroup with determination and constant vigilance to ensure the Group's profitability in the coming years.

ACKNOWLEDGEMENTS

It has been an exciting year for Pulai Springs Berhad. Heartfelt acknowledgements are expressed towards the untiring effortsof the Managing Director, Y.Bhg. Dato' Chua Jui Leng, executive directors, the management team and staff for their hard work,dedication undivided support and commitment to the Group.

Deepest appreciation also to our shareholders, bankers, business associates and valued customers for their unendingsupport and trust. We shall continue to build on the strength of our assets, the Pulai Springs brand and reputation and explorethe depths of the Management expertise in the interest of the Group. We will continue to add spice to life!

Datuk Azzat bin KamaludinNon-Executive Chairman

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managing director’s report

Dear Valued Shareholders,

Lifestyle has become a byword formany industries, more so in theproperty development and hospitalityindustries. Lifestyle has in fact beenthe mainstay product of the PulaiSprings Group as it continues in itscommitment of providing the bestservice and exceptional value formoney in both the hospitality andproperty development industries. Theservice excellence and relationshipbuilding efforts that the Group has longestablished have garnered substantialand valuable customer loyalty.

The added boon of economic recoveryin both the hospitality and propertydevelopment industries in 2004 withfewer global threats than in theprevious years has provided themainstay income to the Group. Thishas greatly aided efforts to source anddevelop new sources of revenue.

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managing director’s report (cont’d)

BUSINESS REVIEW

With the tradition of ”adding spice to life” in mind, strategic planning is being carried out by the Group to source for new anddiversified property development and hospitality projects. Although cash flow has been channeled to investing activities, therehas been general prudence in operational expenditure and there is great confidence that these investments will provide steadyrevenue streams in the medium term.

HOSPITALITY

Resort operations have expanded with the acquisition of The Pulai Desaru Beach. Room inventory has increased and theMICE business revenue maintained a steady stream of income through the year through concerted efforts of a combinedmarketing and sales team for both Pulai Springs Resort and The Pulai Desaru Beach.

PROPERTY DEVELOPMENT

Purchasers of GanggaAyu bungalow lots have commenced and some have completed construction of their Resort Villas. Thecontinued sales of the CintaAyu Resort Apartments sell-and-leaseback units have been successful due in no small part toheavy marketing with selective participation in the local and international trade fairs, as well as with public relations andadvertising activities. These leaseback units will add to room inventory and feature prominently in resort operations upon theircompletion in 2006.

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UPGRADED QUALITY SYSTEM

The Group has upgraded its Management Quality standard from ISO 9002:1994 to the latest standard of ISO 9001-2000 asaccredited by Lloyd's Register Quality Assurance. This indicates the commitment of the Group to quality excellence in serviceto meet and exceed customer expectation and set new standards for the industry.

GOOD CORPORATE CITIZEN

Integral to our business philosophy is the concept of giving back to society a generous portion of what we have received. TheGroup has actively sought out and participated in the fulfillment of community needs including the organization of charitytournaments and sponsorship of social events.

Notably, at the Pulai Springs Resort's Annual Charity Golf Tournament 2004, RM250,000 was raised and channeled towardsthe setting up of 22 shelters in Johor state for abused and abandoned children through JUITA.

The Group maintains its commitment to the society in the knowledge that as lifestyle providers, its duty lies not only with thosewho can afford its products and services but especially so with those who cannot.

LOOKING FORWARD

The Group's main objectives for this financial year is to continue to source and create new revenue streams while seeking toconstantly improve current streams. The current positive economic trends locally as well as in Singapore and internationally,augur well for the MICE business and property sectors.

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HOSPITALITY

With the CintaAyu Resort Apartments coming onstream in 2006, much planning is being carried out to position the Group'sMICE business. With an increased room inventory of 180 rooms combined with the 200 rooms of The Pulai Desaru Beach,efforts will be concentrated on cross marketing all the hospitality properties at home and abroad. With greater resultantefficiencies from a consolidated marketing team for all the hospitality properties, the Group's main objective for the comingyear will be the optimizing of resources for the benefit of the members and their guests, thereby preserving its brand andimage.

PROPERTY DEVELOPMENT

With the Group's commitment to become the best niche property developer in the region, the Property division has severalprojects in hand this year. With attention to distinctive and superior designs, the Group looks to establishing and cementingits reputation in being a leading lifestyle provider in the region.

CintaAyu Resort Apartments

With the successful completion of sales of the sell-and-leaseback units, the CintaAyu, the Property division will commencesale of 120 residential units within the same apartment block. With concentration on lifestyle, the property offers a solidinvestment of a home within a RM200 million resort of world renown.

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Maharani Ayu, Muar

The Group will commence sale of properties in the mixed development of Maharani Ayu, a 29 acre lot in Muar, Johor, by theMuar River. The development will be the first gated community in Muar and offers 20 units of bungalow lots, 12 double storeyshops, 152 units of courtyard homes, 29 units of double storey houses, 12 units of Semi-Detached House and 184 units ofaffordable homes.

In keeping with the Group's objective of being a niche lifestyle provider, the unique features of this development include a 4-acre water park, the largest of its kind in the district, an upgraded riverbank and boat jetty for leisure activities.

Damai Village, Johor Bahru

Doing what we do best creatively, providing and enhancing lifestyles, Damai Village is designed to reflect the growingcosmopolitan nature of the Johor Bahru skyline as well as be the focal point for the future of leisure and entertainment in thecity. The Damai Village complex will comprise of Retail and F&B outlets with 200 units of serviced apartments to serve thegrowing needs of the community.

Resort townhouses

Cashing in on our already established and prized asset, the Resort, while maintaining the niche nature of our propertyproducts, the Resort townhouses look to be a trendsetter in the townhouse market. Proposed at 180 units of 2, 3 and 4bedroom townhouses will sit on the hills surrounding and overlooking the golf course.

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PROSPECTS

In the encouraging environment of economic recovery, the Group is confident of continued growth in the various sectorsmaximizing revenues while continuing values of service excellence. The Government's efforts in encouraging and enhancinglocal and regional ties are accelerating the recovery and growth of the hospitality and property industries. The Group ispositioned to ride the flow into the new millennium with its strong commitment towards innovation and creativity.

WELCOME AND THANKS

The Pulai Springs Group's success can be attributed to the management commitment to quality and innovation in all businessareas. Focusing on the highest level of service and continuous value adding for continued excellence, the Group has provenitself time and again scoring firsts in many areas.

We welcome the team from The Pulai Desaru Beach into our fold. We are confident that they will do us proud in attaining andupholding the Pulai Springs brand of excellence.

Our sincere thanks to our stakeholders, members and customers for loyalty and continued trust in our products and services,consultants, contractors and suppliers for much needed support and cooperation. We are grateful to the staff and associatesfor their professionalism on the job and their willingness to walk the extra mile for the customer.

Dato’ Chua Jui Leng Managing Director

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statement on corporate governance

The Board of Directors (“the Board”) of Pulai Springs Berhad (“PSB”) continues to be committed to ensuring that thehighest standard of corporate governance is maintained throughout the Company and its subsidiaries (“the Group”) andefforts have been made to ensure that the best practices of the Malaysian Code on Corporate Governance (“Code”) areappropriately adopted.

The Board is pleased to provide a statement on how the Group has applied the principles and the extent of compliancewith best practices of the Code. The ensuing paragraphs describe how the Group has applied the principles and theextent of compliance with the best practices of the Code.

THE BOARD OF DIRECTORS

Composition and Balance

The Board composition is important in ensuring that its responsibilities are discharged effectively. As of 31 December 2004,the Board has 9 members, comprising 3 Independent Non-Executive Directors, 2 Non-Independent Non-Executive Directorsand 4 Executive Directors. This composition adequately satisfies Bursa Securities Listing Requirements of having at least onethird of its members as Independent Non-Executive Directors.

The Board is balanced in terms of skill and experience. The Directors possess a wide range of skills and experience relevantto managing and directing the Group's operations. The Independent Non-Executive Directors bring to bear objective andindependent judgement to the decision making of the Board. This is important as the Independent Non-Executive Directorsprovide an effective check and balance to the decision making process of the Board and ensure that no individual director ora small group of Directors dominates the Board's proceedings.

The Board believes that its current composition fairly reflects the investment of minority shareholders in the Company andrepresents the needed mix of skills and experience required to discharge the Board's duties and responsibilities.

The profiles of the members of the Board are set out on pages 10 to 13 of this Annual Report.

Duties and Responsibilities

The Board is responsible for charting the strategic direction, development and control of the Group and adopts the specificresponsibilities that are listed in the Code, which facilitate the discharge of the Board's stewardship responsibilities.

There is a clear division of responsibility between the Chairman and the Managing Director to ensure a balance of power andauthority. The Chairman is responsible for the working of the Board, its membership and participation of the members at Boardmeetings, whilst the Managing Director's responsibility is to oversee the daily management of the Group's business operationsand implementation of policies and strategies adopted by the Board.

The Board has identified Dato' Prof Zainuddin bin Muhammad as the senior independent non-executive director to whomconcerns may be conveyed.

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statement on corporate governance (cont’d)

Board Meetings

The Board met 4 times during the financial year ended 31 December 2004 where it deliberated on and considered mattersrelating to the Group's financial performance, corporate development, strategic issues and business plan. Details of eachDirector's attendance of Board meetings are set out below.

Name Designation Numbers of Meeting Attended

Datuk Azzat bin Kamaludin Chairman, Non-Independent Non-Executive Director 4

Dato' Chua Jui Leng Managing Director 4Dato' Prof Zainuddin bin Muhammad Independent Non-Executive Director 3Dato' Dr Shahir bin Nasir Independent Non-Executive Director 3Mr Lim Seng Chor Executive Director 4Mr Chua Chi Min Executive Director 4Mr Victor Chua Chee Wey Executive Director 4Mr Chua Teck Hwee Independent Non-Executive Director 4Cik Ruthlene binti Abu Sahid Non-Independent Non-Executive Director 4

Supply of Information

Prior to each Board meeting, the Directors receive the meeting agenda and a complete set of Board papers. The Boardpapers provide adequate information, both qualitative and quantative, to enable the Board members to make an informeddecision. Senior management staff is invited to attend these meetings to explain and clarify matters being tabled, if required.

In addition, there is a formal schedule of matters reserved specifically for Board's decisions. These include approval ofbusiness and strategic plans, budgets, acquisitions and disposals of major assets, management structure and othersignificant corporate matters.

All Directors have access to the advice and services of the Company Secretary. If considered necessary, the Directors mayengage suitably qualified consultants at the Group's expense, in the furtherance of their duties.

Re-election of Directors

As provided in the Company's Articles of Association, one third of the Directors shall retire from office and be eligible for re-election at the annual general meeting. Furthermore, each Director shall retire from office at least once in every three yearsand the Managing Director is subject to retirement by rotation.

30


Directors' Training

All Directors have attended and successfully completed the Mandatory Accreditation Programme and will continue to attendtraining programmes and seminars to keep abreast with relevant developments on a continuous basis as required by BursaSecurities to enable them to discharge their duties.

For newly appointed Directors, Senior Management staff will brief them on the latest financial performance and currentcorporate developments/exercises.

BOARD COMMITTEES

The Board has delegated certain of its responsibilities to the following Board Committees:

The Committees mentioned overleaf were established to assist the Board in discharging its responsibilities and duties. TheChairmen of the Board Committees report significant matters arising from their meeting to the Board.

THE REMUNERATION COMMITTEE

As at 31 December 2004, the Remuneration Committee comprises 3 Board members, who are as follows:

ChairmanDatuk Azzat bin Kamaludin - Non-Executive Director

Board Committee Key Function

Audit Committee Explained on pages 36 to 38 of this annual report.

Nomination Committee Explained on page 31 of this annual report.

Remuneration Committee Explained on pages 30 to 31 of this annual report.

Executive Committee Oversees the operational issues of the Group. There are two other sub-committeesestablished by the Executive Committee to assist in its responsibilities. They are:(a) Financial Risk Management Committee was established to monitor the financial

risk management policies of the Group, approves financial transactions within thescope of its authority and make recommendations to the Executive Committeeon significant financial matters. The minutes of the Financial Risk ManagementCommittee are circulated to the Executive Committee and the Board.

(b) Investment Review Committee was established to ensure investments are alignedto the Group's strategies and values, and the approval process is strictly adheredto. The minutes of the Investment Review Committee are circulated to theExecutive Committee.

The minutes of the Executive Committee are circulated to Board members.

31


MembersDato' Chua Jui Leng - Executive DirectorDato' Dr. Shahir bin Nasir - Independent Non-Executive Director

The established terms of reference of the Remuneration Committee require this Committee to recommend to the Board, theremuneration framework for the rewarding of each Executive Director. The remuneration packages of all Directors shall bedevised to attract, retain and motivate them, and is reflective of the individual Director's experience and responsibilities. TheCommittee shall have access to professional advice on remuneration matters from external consultants as and whennecessary.

None of the Executive Directors participate in any way in determining their individual remuneration. The remuneration of theExecutive Directors is to be reviewed annually. The remuneration and entitlements of the Non-Executive Directors shall be amatter to be decided by the Board as a whole.

The Remuneration Committee met once subsequent to the financial year ended 31 December 2004. All its members attendedthe meeting. The purpose of the meeting/meetings was/were to assess and recommend the Directors' fees and allowances.

NOMINATION COMMITTEE

The Nomination Committee comprises 3 members, who are as follows:

ChairmanDatuk Azzat bin Kamaludin- Chairman, Non-Executive Director

MembersDato Dr. Shahir bin Nasir - Independent Non-Executive DirectorChua Teck Hwee - Independent Non-Executive Director

The Nomination Committee is empowered by its terms of reference to recommend to the Board, candidates for new directorsand Board committees. The Committee also reviews the Board composition and balance as well as assessing theeffectiveness of Board members and Board Committees.

The Nomination Committee met once subsequent to the financial year ended 31 December 2004 with the full attendance ofits members. The purpose of the meeting was to evaluate the Directors.

The Board considers that the current mix of skills and expertise of its members is sufficient for the discharge of its duties. Assuch, no annual review was performed by the Nomination Committee during the financial year.

32


DIRECTORS' REMUNERATION

The details of the remuneration of Directors during the financial year ended 31 December 2004 are as follows:

(a) Total Remuneration

Basic Salary Bonuses Fees Benefits-in-kind Attendance Fee TotalRM RM RM RM RM RM

Executive 1,142,400 - 146,000 - - 1,288,400Non-Executive - - 220,000 - - 220,000Total 1,142,400 - 366,000 - - 1,508,400

(b) Directors' remuneration by bands

Executive Non-Executive TotalNilRM1 to RM50,000 - 1 1RM50,001 to RM100,000 - 5 5RM100,001 to RM150,000 - - -RM150,001 to RM200,000 - - -RM200,001 to RM250,000 2 - 2RM250,001 to RM300,000 - - -RM300,001 to RM350,000 1 - 1RM350,001 to RM400,000 - - -RM400,001 to RM450,000 1 - 1

The Board considers that the directors' remuneration disclosures by band and analysis between executive and non-executivedirectors are sufficient to cater to the transparency and accountability aspects of the Code. As such, details of individualdirectors' remuneration are not disclosed in this report.

33


ACCOUNTABILITY AND AUDIT

Financial Reporting

The Board is responsible for presenting a balanced and meaningful assessment of the Group's financial performance andprospects primarily through the annual report/financial statements and quarterly announcements of the Group's results.

The Responsibility Statement by the Directors pursuant to the Bursa Securities Listing Guidelines is set out at page 39.

Internal Control

The Group's Statement on Internal Control is set out on pages 34 to 35.

Relationship with Auditors

The role of the Audit Committee in relation to the external auditors is described in the Audit Committee Report.

Relationship with shareholders and investors

The Company's primary means of communication with the shareholders are through the quarterly results, annual reports andany other announcements on significant corporate matters. All queries from shareholders and members of public receivedthrough phone calls or letters are handled by a designated Director, Group Company Secretary and the CommunicationsManager. Information about the Group can also be found at www.pulaisprings.com.my.

At the annual general meeting and extraordinary general meeting, the Chairman will give shareholders ample opportunity toparticipate through questions on the prospects, performance of the Group and other matters of concern to them with theBoard.

34

statement on internal control

Introduction

The Malaysian Code of Corporate Governance states that the Board should maintain a sound system of internal controls tosafeguard shareholders' investment and the Group's assets. Furthermore, paragraph 15.27 (b) of the Listing Requirements ofBursa Malaysia Securities Berhad (“Bursa Securities”) requires the Board of Pulai Springs Berhad to include a statement onthe state of the Group's internal controls. The Board is pleased to include such a statement which is guided by the BursaSecurities Statement on Internal Control: Guidance for Directors of Public Listed Companies (“the Guidance”). The statementoutlines the nature and scope of the internal controls of the Group during the financial year.

Board Responsibility

The Board recognises the importance of a sound system of internal controls and risk management practices and affirms itsoverall responsibility for Group's system of internal control, inclusive of the risk management framework, and for reviewing theadequacy and integrity of the internal control system. This responsibility of reviewing the adequacy and integrity of the internalcontrol system is delegated to the Audit Committee. The Audit Committee is empowered by its terms of reference to seekassurance on the adequacy and integrity of the internal control system through independent reviews conducted by the internalaudit function, external auditors and management.

However, it should be noted there are inherent limitations to any system of internal controls. Therefore, the system of internalcontrol effected by Management is designed to reduce rather than eliminate all the risks that may impede the achievement ofthe Group's business objectives. Consequently, the internal control system can only provide reasonable and not absoluteassurance against materials misstatement or loss.

Risk Management Framework

The key risks relating to the Group's operations and strategic and business plans are addressed at the Board and weekly /monthly management meetings. Furthermore, the Heads of Department are responsible for managing their own departmentalrisks and such risks and the related responses are communicated to Senior Management at the scheduled managementmeetings.

In addition, the Risk Management Committee (“RMC”) which was established during the financial year is chaired by anExecutive Director and includes several key management staff. The RMC is responsible for ensuring that the adopted riskmanagement processes are adequate and effective for the Group's operations. During the financial year ended 31 December2004, the RMC met once to adopt their term of reference, review the Group's risk management policy and the Group's keyrisk profile.

The above is a description of the on going process in which risks are identified, evaluated and managed.

Other key Elements of Internal Controls

The other elements of the Group's internal control system are:

35

statement on internal control (cont’d)

• The internal audit function reports directly to the Audit Committee.• Monthly monitoring of result against budget, with major variances being followed up and management action taken,

where necessary.• Regular inspection of operations by members of the senior management team.• Clear lines of responsibilities and authority limits of all departments.• Clearly documented internal policies set out in a series of Standard Operating Procedural manuals.• Certain of the Group's operations are ISO certified and are subjected to ISO audits conducted by external parties three

times a year. Furthermore, a committee is established to ensure strict compliance with ISO standards and procedures.• Monthly / weekly management meetings to address operational issues.

Assurance

The Board continues to be vigilant and is committed to ensuring that the system of internal controls and effective riskmanagement practices remain relevant and are adequate for the Group's operations. Therefore, the Board will, whennecessary, put in place appropriate action plans to rectify any weaknesses identified, or further enhance the system of internalcontrols.

ADDITIONAL COMPLIANCE INFORMATION

1. SHARE BUYBACKSDuring the financial year, there were no share buybacks by the Company.

2. OPTION, WARRANTS OR CONVERTIBLE SECURITIESDuring the financial year, there were no options, warrants or convertible securities issued by the Company.

3. AMERICAN DEPOSITORY RECEIPTS (“ADR”) OR GLOBAL DEPOSITORY RECEIPT (“GDR”)During the financial year, the Company did not sponsor any ADR or GDR programme.

4. IMPOSITION OF SANCTIONS/PENALTIESThere were no sanctions and/or penalties imposed on the Company and its subsidiaries by the relevant authorities.

5. NON-AUDIT FEESDuring the financial year under review, the Company did not paid any non-audit fees to external auditors of the Company.

6. VARIATION IN RESULTS FOR THE FINANCIAL YEAR The audited financial statements for the financial year ended 31 December 2004, contained in this Annual Report doesnot deviate more than 10% from the unaudited results of the Group announced on 28 February 2005.

7. PROFIT GUARANTEEThere were no profit guarantees given by the Company and its subsidiaries.

8. MATERIAL CONTRACTSNone of the Directors and major shareholders has any material contract with the Company and/or its subsidiaries duringthe financial year

9. UTILISATION OF PROCEEDSThe Company did not implement any fund raising exercise during the financial year.

10. REVALUATION POLICY ON LANDED PROPERTIESThe Company has not adopted a revaluation policy on landed properties.

36

audit committee report

The Board is pleased to present the Audit Committee Report for the financial year ended 31 December 2004. The terms ofreference of the Audit Committee are set out on pages 37 and 38 of this report.

COMPOSITION AND MEETINGS

The composition of the Audit Committee and details of attendance of each member at the Audit Committee meetings heldduring the financial year ended 31 December 2004 are as follows:

Number of meetings Attendance of meetingsChairman: Dato' Prof. Zainuddin bin Muhammad

(Independent Non-Executive Director) 5 5

Members: Chua Teck Hwee 5 5(Independent Non-Executive Director)Lim Seng Chor(Executive Director) 5 5

The members of the Audit Committee are provided with the meeting agenda and other relevant financial and non-financialinformation by the Company Secretary in advance of their meetings. Senior Management, Internal Auditors and the CompanySecretary are normally invited to attend the meetings. The presence of the external auditors is requested, when required. TheSecretary to the Audit Committee is the Company Secretary and is responsible for preparing the minutes of each meetingwhich are then subsequently approved and adopted by the members of the Audit Committee.

SUMMARY OF ACTIVITIES OF THE AUDIT COMMITTEE

During the financial year ended 31 December 2004, the following matters were deliberated at the meetings:

a) reviewed the quarterly reports of the Group for the quarters ended 31 December 2003, 31 March 2004, 30 June 2004and 30 September 2004;

b) reviewed the Group's budget for the year 2004;c) reviewed the audit plans and the results of the external auditors.; andd) approved the proposed internal audit plan for 2004 and reviewed the internal audit reports prepared by the outsourced

internal audit function arising from the execution of the approved internal audit plan.

SUMMARY OF ACTIVITIES OF THE INTERNAL AUDIT FUNCTION

The Group's internal audit function is outsourced to external consultants.

During the financial year ended 31 December 2004, the activities of the internal audit function were as follows:

(a) developed the internal audit plan for 2004;

37

audit committee report (cont’d)

(b) conducted internal audit reviews in accordance with the approved internal audit plan and specific reviews requested bySenior Management. The results of the audit reviews are tabled to the Audit Committee at their scheduled periodicmeetings.

(c) followed up on the implementation of audit recommendations and Management's agreed upon action plans, and reportedto the Audit Committee the status of their implementation at the periodic meetings of the Audit Committee.

The internal audits conducted did not reveal weaknesses which would result in material losses, contingencies or uncertaintiesthat would require disclosure in the annual report.

TERMS OF REFERENCE OF THE AUDIT COMMITTEE

The terms of reference of the Committee are as follows:

i) CompositionThe Committee shall be appointed from amongst the Board and shall comprise no fewer than three (3) members, amajority of whom shall be independent directors and at least one (1) member must be a member of the Malaysian Instituteof Accountants or possess such other qualifications and/or experience as approved by the Bursa Malaysia SecuritiesBerhad. In the event of any vacancy with the result that the number of members reduced to below three, the vacancymust be filled within 3 months.

ii) ChairmanThe Chairman, who shall be elected by the Audit Committee, shall be an independent director.

iii) SecretaryThe Company Secretary shall be the Secretary of the Committee and shall be responsible, in conjunction with theChairman, for drawing up the agenda and circulating it prior to each meeting.

The Secretary shall also be responsible for keeping the minutes of meetings of the Committee and circulating them to theCommittee Members.

iv) MeetingsThe Committee shall meet at least four (4) times in each financial year. The quorum for a meeting shall be two (2)members, provided that the majority of members present at the meeting shall be independent.

The external auditors have the right to appear at any meeting of the Audit Committee and shall appear before theCommittee when required to do so by the Committee. The external auditors may also request a meeting if they considerit necessary.

v) RightsThe Audit Committee shall:a) have authority to investigate any matter within its terms of reference;b) have the resources which are required to perform its duties;

38

audit committee report (cont’d)

c) have full and unrestricted access to any information pertaining to the Group;d) have direct communication channels with the external auditors and person(s) carrying out the internal audit function

or activity;e) have the right to obtain independent professional or other advice at the Company's expense;f) have the right to convene meetings with the external auditors, excluding the attendance of the executive members

of the audit committee, whenever deemed necessary;g) promptly report to the Bursa Malaysia Securities Berhad matters which have not been satisfactorily resolved by the

Board of Directors resulting in a breach of the listing requirements.vi) Duties

a) To review with the external auditors on:• The audit plan, its scope and nature;• The audit report;• The results of their evaluation of the accounting policies and systems of internal accounting controls within the

Group; and• The assistance given by the officers of the Company to external auditors, including any difficulties or disputes

with the Management encountered during the audit.b) To review the adequacy of the scope, functions and resources and setting of performance standards of the internal

audit function.c) To provide assurance to the Board of Directors on the effectiveness of the system of internal controls and risk

management practices of the Group.d) To review the internal audit programme, process the results of the internal audit programme, process or investigation

undertaken and whether or not appropriate action is taken on the recommendation of the internal audit function.e) To review with management:

• Audit reports and management letter issued by the external auditors and the implementation of auditrecommendation;

• Interim financial information; and• The assistance given by the officers of the Company to external auditors.

f) To monitor related party transactions entered into by the Company or the Group to be undertaken on an arm's lengthbasis and normal commercial terms and on terms not more favourable to the related parties than those generallyavailable to the public, and to ensure that the Directors report such transactions annually to shareholders via theannual report, and to review conflict of interest that may arise within the Company or the Group including anytransaction, procedure or course of conduct that raises questions of management integrity.

g) To review the quarterly reports on consolidated results and annual financial statements prior to submission to theBoard of Directors, focusing particularly on:• Changes in or implementation of major accounting policy and practices;• Significant issues arising from the audit;• The going concern assumption;• Compliance with the accounting standards and other legal requirements; and• Major judgemental areas.

h) To consider the appointment of auditors, the audit fee and any question of resignation or dismissal includingrecommending the nomination of person or persons as auditors.

39

statement on directors’ responsibility

The Directors are responsible for ensuring that the financial statements of the Group are drawn up in accordance withapplicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give atrue and fair view of the state of affairs of the Group and the Company at 31 December 2004 and of the results and cashflows of the Group and Company for the financial year ended on that date.

In preparing the financial statements, the Directors have:

(a) adopted suitable accounting policies and applied them consistently;

(b) made judgements and estimates that are prudent and reasonable;

(c) ensured the adoption of applicable approved accounting standards; and

(d) used the going concern basis for the preparation of the financial statements.

The Directors are responsible for ensuring proper accounting records are kept which disclose with reasonable accuracy atany time the financial position of the Group and the Company and are kept in accordance with the Companies Act, 1965. TheDirectors are also responsible for taking such steps as are reasonably open to them to safeguard the Group's assets and toprevent and detect fraud and other irregularities

in Respect of The Preparation of The Financial Statements

a senseof Lifestyle

financial statementsDirectors’ Report

42

Statement By Directors

46

Statutory Declaration

46

Report of the Auditors toThe Members of Pulai SpringsBerhad

47

Balance Sheets

48

Income Statements

49

Statements of Changes in Equity

50

Cash Flow Statements

52

Notes to the Financial Statements

54

42

directors’ report

The directors hereby submit their report and the audited financial statements of the Group and of the Company for the financialyear ended 31 December 2004.

PRINCIPAL ACTIVITIESThe Company is principally engaged in the business of investment holding whilst the principal activities of the subsidiaries areset out in Note 6 to the financial statements. There have been no significant changes in the nature of these activities duringthe financial year.

RESULTSThe Group The Company

RM RM

Profit attributable to shareholders 3,361,435 4,024,970

DIVIDENDSSince the end of the previous financial year, the Company paid a final dividend of 5% per ordinary share, less 28% tax,amounting to RM3,780,000 in respect of the previous financial year as proposed in the directors' report of that year.

The directors now propose a final dividend of 5% per ordinary share, less 28% tax, amounting to RM3,780,000. The finaldividend is subject to shareholders' approval at the Annual General Meeting of the Company. The final dividend, if approved bythe shareholders, is accounted for in the shareholders' equity as an appropriation of retained profits in the current financial year.

RESERVES AND PROVISIONSThere were no material transfers to or from reserves or provisions during the financial year except as disclosed in the financialstatements.

ISSUES OF SHARES AND DEBENTURESDuring the financial year,

(a) there were no changes in the authorised and issued and paid-up capital of the Company; and

(b) there were no issues of debentures by the Company.

OPTIONS GRANTED OVER UNISSUED SHARESDuring the financial year, no options were granted by the Company to any person to take up any unissued shares in theCompany.

BAD AND DOUBTFUL DEBTS Before the financial statements of the Group and of the Company were made out, the directors took reasonable steps toascertain that action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts,and satisfied themselves that all known bad debts had been written off and that adequate allowance had been made fordoubtful debts.

At the date of this report, the directors are not aware of any circumstances that would further require the writing off of baddebts, or additional allowance for doubtful debts in the financial statements of the Group and of the Company.

43

CURRENT ASSETSBefore the financial statements of the Group and of the Company were made out, the directors took reasonable steps toascertain that any current assets other than debts, which were unlikely to be realised in the ordinary course of business,including their value as shown in the accounting records of the Group and of the Company, have been written down to anamount which they might be expected so to realise.

At the date of this report, the directors are not aware of any circumstances which would render the values attributed to thecurrent assets in the financial statements of the Group and of the Company misleading.

VALUATION METHODSAt the date of this report, the directors are not aware of any circumstances which have arisen which render adherence to theexisting methods of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

CONTINGENT AND OTHER LIABILITIES The contingent liabilities of the Group and of the Company are disclosed in Note 41 to the financial statements. At the dateof this report, there does not exist:-

(i) any charge on the assets of the Group and of the Company that has arisen since the end of the financial year whichsecures the liabilities of any other person; or

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

No contingent or other liability of the Group and of the Company has become enforceable or is likely to become enforceablewithin the period of twelve months after the end of the financial year which, in the opinion of the directors, will or maysubstantially affect the ability of the Group and of the Company to meet their obligations when they fall due.

CHANGE OF CIRCUMSTANCES At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or thefinancial statements of the Group and of the Company which would render any amount stated in the financial statementsmisleading.

ITEMS OF AN UNUSUAL NATUREThe results of the operations of the Group and of the Company during the financial year were not, in the opinion of thedirectors, substantially affected by any item, transaction or event of a material and unusual nature.

There has not arisen in the interval between the end of the financial year and the date of this report any item, transaction orevent of a material and unusual nature likely, in the opinion of the directors, to affect substantially the results of the operationsof the Group and of the Company for the financial year.

directors’ report (cont’d)

44


DIRECTORSThe directors who served since the date of the last report are as follows:-

DATUK AZZAT BIN KAMALUDIN DATO' CHUA JUI LENG LIM SENG CHOR CHUA CHI MIN VICTOR CHUA CHEE WEY DATO' PROF ZAINUDDIN BIN MUHAMMAD DATO' DR. SHAHIR BIN NASIR CHUA TECK HWEE RUTHLENE BINTI ABU SAHID

Pursuant to Article 114 of the Articles of Association of the Company, Datuk Azzat Bin Kamaludin, Dato' Chua Jui Leng andDato' Prof Zainuddin Bin Muhammad shall retire by rotation at the forthcoming annual general meeting and, being eligible,offer themselves for re-election.

DIRECTORS' INTERESTSAccording to the register of directors' shareholdings, the interests of directors holding office at the end of the financial year inshares in the Company and its related corporations during the financial year are as follows:-

Number Of Ordinary Shares Of RM1 EachAt At

1.1.2004 Bought Sold 31.12.2004

DIRECTDATUK AZZAT BIN KAMALUDIN 2,868,938 - 1,635,000 1,233,938DATO' CHUA JUI LENG 2,440,129 2,000,000 400,000 4,040,129LIM SENG CHOR 300,000 - - 300,000CHUA CHI MIN 300,000 - - 300,000RUTHLENE BINTI ABU SAHID 884,000 116,000 - 1,000,000

INDIRECTDATO' CHUA JUI LENG 38,083,323 - 2,000,000 36,083,323LIM SENG CHOR 38,083,323 - 2,000,000 36,083,323CHUA CHI MIN 38,083,323 - 2,000,000 36,083,323

By virtue of their interests in the Company, Dato' Chua Jui Leng, Lim Seng Chor and Chua Chi Min are deemed to haveinterests in shares in the subsidiaries to the extent of the Company's interest, in accordance with Section 6A of the CompaniesAct, 1965.

None of the other directors holding office at the end of the financial year had any interest in shares in the Company or itsrelated corporations during the financial year.

45


DIRECTORS' BENEFITSSince the end of the previous financial year, no director has received or become entitled to receive any benefit (other than abenefit included in the aggregate amount of emoluments received or due and receivable by directors as shown in the financialstatements, or the fixed salary of a full-time employee of the Group and of the Company) by reason of a contract made bythe Company or a related corporation with the director or with a firm of which the director is a member, or with a company inwhich the director has a substantial financial interest.

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

AUDITORSThe auditors, Messrs. Horwath have expressed their willingness to continue in office.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 22 APRIL 2005

Dato' Chua Jui Leng

Lim Seng Chor

46

statement by directors

statutory declaration

I, Dato' Chua Jui Leng, I/C No. 450701-01-5001, being the director primarily responsible for the financial management of PulaiSprings Berhad, do solemnly and sincerely declare that the financial statements set out on pages 48 to 83 are, to the best ofmy knowledge and belief, correct, and I make this solemn declaration conscientiously believing the same to be true and byvirtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared byDato' Chua Jui Leng, I/C No. 450701-01-5001,at Kuala Lumpur in the Federal Territory on this 22 April 2005

Before me

Dato' Chua Jui Leng

We, Dato' Chua Jui Leng and Lim Seng Chor, being two of the directors of Pulai Springs Berhad, state that, in the opinion ofthe directors, the financial statements set out on pages 48 to 83 are drawn up in accordance with applicable approvedaccounting standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of the stateof affairs of the Group and the Company at 31 December 2004 and of their results and cash flows for the financial year endedon that date.

SIGNED IN ACCORDANCE WITH A RESOLUTION OF THE DIRECTORS DATED 22 APRIL 2005

Dato' Chua Jui Leng Lim Seng Chor

NO 114 NUBE BUILDINGBILEK 604 PENTHOUSEJLN TUANKU ABD RAHMAN50100 KUALA LUMPUR

47

report of the auditors to the Members of Pulai Springs Berhad

We have audited the financial statements set out on pages 48 to 83. The preparation of the financial statements is theresponsibility of the Company's directors.

It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinionto you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assumeresponsibility to any other person for the content of this report.

We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards require that weplan and perform the audit to obtain reasonable assurance that the financial statements are free of material misstatement. Ouraudit included examining, on a test basis, evidence relevant to the amounts and disclosures in the financial statements. Ouraudit also included an assessment of the accounting principles used and significant estimates made by the directors as wellas evaluating the overall adequacy of the presentation of information in the financial statements. We believe our audit providesa reasonable basis for our opinion.

In our opinion,

(a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 andapplicable approved accounting standards in Malaysia so as to give a true and fair view of:-

(i) the state of affairs of the Group and the Company at 31 December 2004 and their results and cash flows for thefinancial year ended on that date; and

(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of theGroup and the Company; and

(b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Companyand by the subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisionsof the said Act.

We have considered the financial statements and the auditors' report of the subsidiary of which we have not acted as auditors,as indicated in Note 6 to the financial statements.

We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company's financialstatements are in form and content appropriate and proper for the purpose of the preparation of the consolidated financialstatements and we have received satisfactory information and explanations required by us for those purposes.

The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not include anycomment made under Subsection (3) of Section 174 of the Companies Act, 1965.

Horwath Onn Kien HoeFirm No: AF 1018 Approval No: 1772/11/06 (J/PH)Chartered Accountants Partner

Kuala Lumpur22 April 2005

48

balance sheets at 31 December 2004

The Group The Company2004 2003 2004 2003

Note RM RM RM RM(RESTATED)

ASSETSInvestment in subsidiaries 6 - - 120,195,842 109,242,542Property, plant and equipment 7 191,027,715 165,034,157 - -Property held for future development 8 19,420,924 25,318,675 - -Amount owing by a subsidiary 9 - - 18,069,098 -

210,448,639 190,352,832 138,264,940 109,242,542CURRENT ASSETSInventories 10 539,549 275,577 - -Property development costs 11 11,200,285 2,754,951 - -Trade receivables 12 12,015,461 10,231,338 - -Other receivables, deposits and prepayments 13 2,232,443 1,946,367 52,941 144,617Amount owing by subsidiaries 9 - - 14,305,725 11,933,691Tax recoverable - - 1,820,000 1,515,371Fixed deposits with licensed banks 14 11,164,314 13,736,610 9,500,000 11,000,000Cash and bank balances 5,466,536 5,959,550 555,326 67,635

42,618,588 34,904,393 26,233,992 24,661,314

CURRENT LIABILITIESTrade payables 15 430,344 119,745 - -Other payables and accruals 16 21,310,131 12,873,426 13,595 58,587Amount owing to directors 17 345,000 2,034,216 345,000 297,000Provision for taxation 16,477,670 22,060,895 - -Short term borrowings 18 6,948,535 9,126,939 - -Bank overdraft 19 1,438,402 - - -

46,950,082 46,215,221 358,595 355,587

NET CURRENT (LIABILITIES)/ASSETS (4,331,494) (11,310,828) 25,875,397 24,305,727

206,117,145 179,042,004 164,140,337 133,548,269

FINANCED BY:-Share capital 20 105,000,000 105,000,000 105,000,000 105,000,000Share premium 21 23,222,612 23,222,612 23,222,612 23,222,612Capital reserve 22 - - 18,069,098 -Negative goodwill 23 31,757,585 21,130,087 - -Exchange translation reserve 20,695 - - -Retained profits 24 8,655,916 9,074,481 250,627 5,657Proposed dividend 3,780,000 3,780,000 3,780,000 3,780,000

SHAREHOLDERS' EQUITY 172,436,808 162,207,180 150,322,337 132,008,269LONG TERM LIABILITIES 25 33,680,337 16,834,824 13,818,000 1,540,000

206,117,145 179,042,004 164,140,337 133,548,269

NET TANGIBLE ASSETS PER SHARE 29 164 sen 154 sen

The annexed notes form an integral part of these financial statements.

49

income statements for the financial year ended 31 December 2004



TURNOVER 30 50,518,144 45,391,024 6,500,000 5,500,000

COST OF SALES (28,950,384) (19,755,752) - -

OPERATING INCOME 21,567,760 25,635,272 6,500,000 5,500,000

OTHER INCOME 8,607,637 6,936,989 199,679 417,962

30,175,397 32,572,261 6,699,679 5,917,962OTHER EXPENDITURE

MAINTENANCE EXPENSES (1,539,360) (1,591,245) - -HOUSEKEEPING EXPENSES (529,773) (499,556) - -MARKETING EXPENSES (3,017,233) (5,457,206) - -HUMAN RESOURCES EXPENSES (793,116) (970,729) - -ADMINISTRATIVE EXPENSES (14,257,360) (10,303,488) (792,873) (499,834)OTHER OPERATINGEXPENSES (4,765,819) (5,271,566) - -

(24,902,661) (24,093,790) (792,873) (499,834)

PROFIT FROM OPERATIONS 5,272,736 8,478,471 5,906,806 5,418,128

FINANCE COSTS (2,083,620) (1,158,258) - -

PROFIT BEFORE TAXATION 31 3,189,116 7,320,213 5,906,806 5,418,128

TAXATION 32 (483,611) (685,310) (1,881,836) (1,657,469)

PROFIT AFTER TAXATION 2,705,505 6,634,903 4,024,970 3,760,659

PRE-ACQUISITION LOSS 655,930 - - -

PROFIT ATTRIBUTABLE TO SHAREHOLDERS 3,361,435 6,634,903 4,024,970 3,760,659

EARNINGS PER SHARE- Basic 33 3 sen 6 sen


50

statements of changes in equity for the financial year ended 31 December 2004

ExchangeShare Share Negative Translation Retained Proposed

Note Capital Premium GoodWill Reserve Profits Dividend Total The Group RM RM RM RM RM RM RM

Balance at 1.1.2003 (as previously reported) 105,000,000 23,384,123 28,173,448 - 4,810,907 3,780,000 165,148,478

Prior year adjustment 34 - - (1,408,671) - 1,408,671 - -

Balance at 1.1.2003 (as restated) 105,000,000 23,384,123 26,764,777 - 6,219,578 3,780,000 165,148,478

Listing expenses incurred - (161,511) - - - - (161,511)

Profit attributable to shareholders (aspreviously reported) - - - - 1,000,213 - 1,000,213

Prior year adjustment 34 - - (5,634,690) - 5,634,690 - -

Profit attributable to shareholders (as restated) - - (5,634,690) - 6,634,903 - 1,000,213

Dividend paid - - - - - (3,780,000) (3,780,000)Dividend 35 - - - - (3,780,000) 3,780,000 -

Balance at31.12.2003/1.1.2004 105,000,000 23,222,612 21,130,087 - 9,074,481 3,780,000 162,207,180

Arising from acquisition of a subsidiary - - 18,069,098 - - - 18,069,098

Profit attributable to shareholders - - - - 3,361,435 - 3,361,435

Amortisation of negative goodwill - - (7,441,600) - - - (7,441,600)

Currency exchange translation differences - - - 20,695 - - 20,695

Dividend paid - - - - - (3,780,000) (3,780,000)Dividend 35 - - - - (3,780,000) 3,780,000 -

Balance at 31.12.2004 105,000,000 23,222,612 31,757,585 20,695 8,655,916 3,780,000 172,436,808

51

statements of changes in equity for the financial year ended 31 December 2004 (cont’d)

Share Share Capital Retained ProposedNote Capital Premium Reserve Profits Dividend Total

RM RM RM RM RM RM

The Company

Balance at1.1.2003 105,000,000 23,384,123 - 24,998 3,780,000 132,189,121Listing expenses incurred - (161,511) - - - (161,511)Profit attributable to

shareholders - - - 3,760,659 - 3,760,659Dividend paid - - - - (3,780,000) (3,780,000)Dividend 35 - - - (3,780,000) 3,780,000 -

Balance at31.12.2003/1.1.2004 105,000,000 23,222,612 - 5,657 3,780,000 132,008,269

Arising from acquisition ofsubsidiary - - 18,069,098 - - 18,069,098

Profit attributable toshareholders - - - 4,024,970 - 4,024,970

Dividend paid - - - - (3,780,000) (3,780,000)Dividend 35 - - - (3,780,000) 3,780,000 -

Balance at31.12.2004 105,000,000 23,222,612 18,069,098 250,627 3,780,000 150,322,337


52

cash flow statements for the financial year ended 31 December 2004



CASH FLOWS (FOR)/FROM OPERATING ACTIVITIES

Profit before taxation 3,189,116 7,320,213 5,906,806 5,418,128Pre-acquisition loss 655,930 - - -

3,845,046 7,320,213 5,906,806 5,418,128Adjustments for:-

Allowance for doubtful debts 730,803 571,305 - -Bad debts written off 343,208 676,266 - -Depreciation of property, plant and equipment 4,136,522 3,914,619 - -Development expenditure written off 138,854 - - -Equipment written off 22,406 - - -Interest expense 1,434,869 844,183 - -(Gain)/Loss on disposal of plant and equipment (81,178) 3,878 - -Amortisation of negative goodwill (7,441,600) (5,634,690) - -Interest income (204,775) (427,676) (199,679) (417,962)Unrealised gain on foreign exchange (25,007) (92,119) - -Exchange translation adjustment 20,695 - - -

Operating profit before working capital changes 2,919,843 7,175,979 5,707,127 5,000,166Decrease/(Increase) in inventories 68,306 (40,564) - -Increase in property development costs (2,024,217) (1,742,752) - -(Increase)/Decrease in trade and other receivables (2,459,193) 1,516,558 91,676 (144,617)Increase/(Decrease) in trade and other payables 7,227,590 (1,767,790) (44,992) (70,000)

CASH FROM OPERATIONS 5,732,329 5,141,431 5,753,811 4,785,549Interest paid (1,434,869) (844,183) - -Tax paid (6,066,836) (100,840) (86,465) (100,840)

NET CASH (FOR)/FROM OPERATING ACTIVITIESCARRIED FORWARD (1,769,376) 4,196,408 5,667,346 4,684,709


53

cash flow statements for the financial year ended 31 December 2004 (cont’d)



NET CASH (FOR)/FROM OPERATING ACTIVITIES BROUGHT FORWARD (1,769,376) 4,196,408 5,667,346 4,684,709

CASH FLOWS (FOR)/FROM INVESTING ACTIVITIES

Acquisition of a subsidiary, net cash out 36 (10,124,966) - (10,703,302) (8)Development expenditure incurred (662,220) (7,345,891) - -Increase in investment in a subsidiary - - (249,998) -Interest received 204,775 427,676 199,679 417,962Purchase of property, plant and equipment 37 (1,238,645) (1,833,852) - -Proceeds from disposal of plant and equipment 93,880 1,699 - -

NET CASH (FOR)/FROMINVESTING ACTIVITIES (11,727,176) (8,750,368) (10,753,621) 417,954

CASH FLOWS FROM/(FOR)FINANCING ACTIVITIES

Dividend paid (3,780,000) (3,780,000) (3,780,000) (3,780,000)Listing expenses paid - (161,511) - (161,511)Advances to subsidiaries - - (4,192,034) (11,268,536)(Repayment to)/Advances from directors (1,689,216) 147,000 48,000 147,000Repayment of hire purchase obligations (155,384) (58,456) - -Net drawdown of term loan 14,617,440 3,518,659 11,998,000 -

NET CASH FROM/(FOR) FINANCING ACTIVITIES 8,992,840 (334,308) 4,073,966 (15,063,047)

NET DECREASE IN CASH AND CASH EQUIVALENTS (4,503,712) (4,888,268) (1,012,309) (9,960,384)

CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 19,696,160 24,584,428 11,067,635 21,028,019

CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 38 15,192,448 19,696,160 10,055,326 11,067,635


54

1. GENERAL INFORMATIONThe Company is a public company limited by shares and is incorporated under the Malaysian Companies Act, 1965. Thedomicile of the Company is in Malaysia. The registered office, which is also the principal place of business, is at 20 KM,Jalan Pontian Lama, 81110 Pulai, Johor.

The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of directorsdated 22 April 2005.

2. PRINCIPAL ACTIVITIESThe Company is principally engaged in the business of investment holding whilst the principal activities of the subsidiariesare set out in Note 6 to the financial statements. There have been no significant changes in the nature of these activitiesduring the financial year.

3. FINANCIAL RISK MANAGEMENT POLICIESThe Group's financial risk management policy seeks to ensure that adequate financial resources are available for thedevelopment of the Group's business whilst managing its foreign currency, interest rate, market, credit, liquidity and cashflow risks. The policies in respect of the major areas of treasury activity are as follows:-

(a) Foreign Currency RiskThe Group is exposed to foreign currency risk on sales and purchases that are denominated in foreign currencies. Itmanages its foreign currency exposure by a policy of matching as far as possible receipts and payments in eachindividual currency.

The directors are of the opinion that the Company's exposure to currency risk is not significant.

(b) Interest Rate RiskThe Group obtains financing through bank borrowings, leasing and hire purchase arrangements. The Group policy isto obtain the most favourable interest rates available.

Surplus funds are placed with reputable financial institutions at the most favourable interest rates.

(c) Credit RiskThe Group's exposure to credit risk, or the risk of counterparties defaulting, arises mainly from receivables. Themaximum exposure to credit risk is represented by the total carrying amounts of these financial assets in the balancesheet.

The Group does not have any major concentration of credit risk related to any individual customer or counterparty.

The Group manages its exposure to credit risk by investing its cash assets safely and profitably, and by theapplication of credit approvals, credit limits and monitoring procedures on an ongoing basis.

notes to the financial statements for the financial year ended 31 December 2004

55

3. FINANCIAL RISK MANAGEMENT POLICIES (CONT'D)

(d) Market RiskThe Group does not have any quoted investments and hence is not exposed to market risks.

(e) Liquidity and Cash Flow RiskThe Group's exposure to liquidity and cash flow risks arises mainly from general funding and business activities.

The Group practises prudent liquidity risk management by maintaining sufficient cash and the availability of fundingthrough certain committed credit facilities.

4. BASIS OF PREPARATIONThe financial statements are prepared under the historical cost convention and modified to include other bases ofvaluation as disclosed in other sections under significant accounting policies, and in compliance with applicable approvedaccounting standards in Malaysia and the provisions of the Companies Act, 1965.

5. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of ConsolidationThe consolidated financial statements include the financial statements of the Company and its subsidiaries made upto 31 December 2004.

A subsidiary is defined as an enterprise in which the Group has the power, directly on indirectly, to exercise controlover the financial and operating policies so as to obtain benefits from its activities.

All subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method ofaccounting, the results of subsidiaries acquired or disposed of are included from the date of acquisition or up to thedate of disposal. At the date of acquisition, the fair values of the subsidiaries' net assets are determined and thesevalues are reflected in the consolidated financial statements.

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

(b) Goodwill or Negative Goodwill on ConsolidationGoodwill represents the excess of the fair value of the purchase consideration over the Group's share of the fairvalues of the separable net assets of the subsidiaries at the date of acquisition. Negative goodwill represents theexcess of the Group's share of the fair values of the separable net assets of the subsidiaries at the date of acquisitionover the fair value of the purchase consideration.

notes to the financial statements for the financial year ended 31 December 2004 (cont’d)

56


5. SIGNIFICANT ACCOUNTING POLICIES (CONT'D)

(b) Goodwill or Negative Goodwill on Consolidation (Cont’d)Goodwill is reviewed annually and is written down for impairment where it is considered necessary. The impairmentvalue of goodwill written off is taken to the income statement.

With effect from 1 January 2004, the Group changed its policy to amortise negative goodwill on a straight line basisover a period of 5 years. This change in accounting policy has also been applied retrospectively and the effects onprior financial years have been taken up as prior year adjustments in the financial statements. The effects of thischange in accounting policy on the current and prior years are as disclosed in Note 34.

(c) Investments in SubsidiariesInvestments in subsidiaries are stated at cost in the balance sheet of the Company, and are reviewed for impairmentat the end of the financial year if events or changes in circumstances indicate that their carrying values may not berecoverable.

(d) Financial InstrumentsFinancial instruments are recognised in the balance sheet when the Group or the Company has become a party tothe contractual provisions of the instruments.

Financial instruments are classified as liabilities or equity in accordance with the substance of the contractualarrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, arereported as expense or income. Distributions to holders of financial instruments classified as equity are chargeddirectly to equity.

Financial instruments are offset when the Group or the Company has a legally enforceable right to offset and intendsto settle either on a net basis or to realise the asset and settle the liability simultaneously.

Financial instruments recognised in the balance sheet are disclosed in the individual policy statement associated witheach item.

(e) Property, Plant and EquipmentProperty, plant and equipment, other than freehold land, are stated at cost or less accumulated depreciation oraccumulated amortisation and impairment losses, if any. Freehold land is stated at cost less accumulated impairmentloss, if any and is not depreciated.

Depreciation is not provided on the golf course, development expenditure and freehold land. The golf course is notdepreciated as it is the Group's practice to maintain the golf course in such condition that the residual values are notsignificantly affected. Crockery, glassware, cutlery and linen are capitalised at the minimum level required for normaloperations and no depreciation is provided on these items as the amount involved is not material to the financialstatements.

57



(e) Property, Plant and Equipment (Cont'd)Depreciation is calculated under the straight-line method to write off the cost of the assets over their estimated usefullives. The principal annual rates used for this purpose are:-

Leasehold land Over the remaining lease period of 56 and 96 yearsBuildings and hostel 2%Equipment 10%Furniture and fittings 10%Machinery 20%Motor vehicles 20%

(f) Impairment of AssetsThe carrying amounts of assets, other than those to which MASB 23 - Impairment of Assets does not apply, arereviewed at each balance sheet date for impairment when there is an indication that the assets might be impaired.Impairment is measured by comparing the carrying values of the assets with their recoverable amounts.

An impairment loss is charged to the income statement immediately unless the asset is carried at its revaluedamount. Any impairment loss of a revalued asset is treated as a revaluation decrease to the extent of a previouslyrecognised revaluation surplus for the same asset.

In respect of assets other than goodwill, and when there is a change in the estimates used to determine therecoverable amount, a subsequent increase in the recoverable amount of an asset is treated as a reversal of theprevious impairment loss and is recognised to the extent of the carrying amount of the asset that would have beendetermined (net of amortisation and depreciation) had no impairment loss been recognised. The reversal isrecognised in the income statement immediately, unless the asset is carried at its revalued amount. A reversal of animpairment loss on a revalued asset is credited directly to the revaluation surplus. However, to the extent that animpairment loss on the same revalued asset was previously recognised as an expense in the income statement, areversal of that impairment loss is recognised as income in the income statement.

(g) Assets under Finance Leases and Hire PurchasePlant and equipment acquired under finance lease and hire purchase are capitalised in the financial statements andare depreciated in accordance with the policy set out in Note 5(e) above. Each hire purchase payment is allocatedbetween the liability and finance charges so as to achieve a constant rate on the finance balance outstanding.Finance charges are allocated to the income statement over the period of the respective finance lease and hirepurchase agreements.

58



(h) Property Held For Future DevelopmentProperty held for future development is carried at cost less any accumulated impairment losses. Where property heldfor future development had previously been recorded at a revalued amount, the revalued amount is retained as itssurrogate cost.

Property held for future development is classified as non-current asset where no development activities are carriedout or where development activities are not expected to be completed within the normal operating cycle.

Costs associated with the acquisition of land include the purchase price of the land, professional fees, stamp duties,commissions, conversion fees and other relevant levies. Pre-acquisition costs are charged to the income statementas incurred unless such costs are directly identifiable to the consequent property development activity.

Property held for future development is transferred to current asset when development activities have commencedand where it can be demonstrated that the development activities can be completed within the normal operatingcycle.

(i) Capitalisation of Borrowing CostsInterest incurred on borrowings specifically taken to finance the capital work-in-progress is capitalised and includedas part of the cost of the capital assets until they are ready for their intended use, after which such expense ischarged to the income statement.

(j) InventoriesInventories are stated at the lower of cost and net realisable value. Cost is determined on a first-in-first-out basis, andincludes the cost of materials and incidentals incurred in bringing the inventories to their present location andcondition.

In arriving at net realisable value, due allowance is made for all damaged, obsolete and slow-moving items.

(k) ReceivablesReceivables are carried at anticipated realisable value. Bad debts are written off in the period in which they areidentified. An estimate is made for doubtful debts based on a review of all outstanding amounts at the balance sheetdate.

(l) Property Development Costs and Progress Billings/Accrued BillingsProperty development costs comprise costs associated with the acquisition of land and all costs that are directlyattributable to development activities or that can be allocated on a reasonable basis to such activities.

Property development costs that are not recognised as an expense are recognised as an asset and carried at thelower of cost and net realisable value.

59



(l) Property Development Costs and Progress Billings/Accrued Billings (Cont’d)In respect of progress billings:-

(i) where revenue recognised in the income statement exceeds the billings to purchasers, the balance is shown asaccrued billings under current assets; and

(ii) where billings to purchasers exceed the revenue recognised to the income statement, the balance is shown asprogress billings under current liabilities.

(m) PayablesPayables are stated at cost which is the fair value of the consideration to be paid in the future for goods and servicesreceived.

(n) Interest-bearing BorrowingsInterest-bearing bank borrowings, finance lease and hire purchase are recorded at the amounts of proceedsreceived, net of transaction costs.

Borrowing costs directly attributable to the acquisition and construction of development properties are capitalised aspart of the cost of those assets, until such time as the assets are ready for their intended use or sale.

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

(o) Equity InstrumentsOrdinary shares are classified as equity. Dividends on ordinary shares are recognised as liabilities when declaredbefore the balance sheet date. A dividend proposed or declared after the balance sheet date, but before the financialstatements are authorised for issue, is not recognised as a liability at the balance sheet date but as an appropriationfrom retained earnings and treated as a separate component of equity. Upon the approval of the proposed dividend,it will be accounted for as a liability.

(p) Employee Benefits

(i) Short-term BenefitsWages, salaries, paid annual leave, bonuses and non-monetary benefits are accrued in the period in which theassociated services are rendered by employees of the Group.

(ii) Defined Contribution PlansThe Group's contributions to defined contribution plans are charged to the income statement in the period towhich they relate. Once the contributions have been paid, the Group has no further liabilities in respect of thedefined contribution plans.

60

notes to the financial statements for the financial year ended 31December 2004 (cont’d)


(q) TaxationTaxation for the year comprises current and deferred tax.

Current tax is the expected amount of income taxes payable in respect of the taxable profit for the year and ismeasured using the tax rates that have been enacted or substantially enacted at the balance sheet date.

Deferred tax liabilities are recognised for all taxable temporary differences other than those that arise from goodwillor negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a businesscombination and at the time of the transaction, affects neither accounting profit nor taxable profit.

Deferred tax assets are recognised for all deductible temporary differences, unused tax losses and unused tax creditsto the extent that it is probable that taxable profit will be available against which the deductible temporary differences,unused tax losses and unused tax credits can be utilised.

Deferred tax assets and liabilities are measured at the tax rates that are expected to apply in the period when theasset is realised or the liability is settled, based on the tax rates that have been enacted or substantially enacted atthe balance sheet date.

Deferred tax is recognised in the income statement, except when it arises from a transaction which is recogniseddirectly in equity, in which case the deferred tax is also charged or credited directly to equity, or when it arises froma business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill ornegative goodwill. The carrying amounts of deferred tax assets are reviewed at each balance sheet date and reducedto the extent that it is no longer probable that sufficient taxable profits will be available to allow all or part of thedeferred tax assets to be utilised.

(r) Cash and Cash EquivalentsCash and cash equivalents comprise cash in hand, bank balances, demand deposits, deposits pledged with financialinstitutions, bank overdrafts and short term, highly liquid investments that are readily convertible to known amountsof cash and which are subject to an insignificant risk of changes in value.

(s) Foreign CurrenciesTransactions in foreign currencies are converted into Ringgit Malaysia at the approximate rates of exchange ruling atthe transaction dates. Monetary assets and liabilities in foreign currencies at the balance sheet date are translated atthe rates ruling as of that date. All exchange differences are taken to the income statement.

The income statement of a foreign subsidiary is translated into Ringgit Malaysia at the average rate for the financialyear, and the balance sheet is translated at the exchange rate ruling at the balance sheet date. Exchange differencesare taken to the fluctuation reserve account. On the disposal of the subsidiary, such translation differences arerecognised in the income statement as part of the gain or loss on the disposal.

61



(t) Revenue RecognitionThe following fees are payable upon joining as members of Pulai Springs Country Club ("PSCC") operated by asubsidiary:

Entrance FeeA sum payable by a member in accordance with the provisions of the membership licence agreement, being part ofthe consideration for the grant of the revocable non-exclusive licence to use and enjoy the facilities of PSCC or tonominate a nominee to use and enjoy the same.

The entrance fee is recognised as income upon approval of the membership by the subsidiary.

Licence FeeA further sum payable by a member (in addition to the Entrance Fee) towards the account of the annual licence feesto be utilised and applied in accordance with the provisions of the membership licence agreement, being part of theconsideration for the grant of the revocable non-exclusive licence to use and enjoy the facilities of PSCC or tonominate a nominee to use and enjoy the same.

The licence fee in respect of memberships sold prior to year 2000 is recognised as income over the warranty periodof the licensing agreement on a receipt basis.

The licence fee in respect of memberships sold on or after 1 January 2000 is recognised as income in the year ofsale on an accrual basis.

A provision for refund of the licence fee in respect of memberships sold on or after 1 January 2000 is made in thefinancial statements based on directors' estimate, taking into account, inter alia, the historical trend of cancellationsand the amount of refunds.

Subscription FeeMembers are levied a monthly subscription fee for the use and enjoyment of the facilities of PSCC.

The subscription fee is receivable monthly in advance and is recognised as income on an accrual basis.

Property DevelopmentRevenue from property development is recognised from the sale of completed and uncompleted developmentproperties.

Revenue from sale of completed properties is recognised when the sale is contracted.

62



(t) Revenue Recognition (Cont’d)

Property Development (Cont’d)Revenue on uncompleted properties contracted for sale is recognised based on the stage of completion methodunless the outcome of the development cannot be reliably determined in which case the revenue on the developmentis only recognised to the extent of development costs incurred that are recoverable.

The stage of completion is determined based on the proportion that the development costs incurred for workperformed to date bear to the estimated total development costs.

Foreseeable losses, if any, are recognised immediately in the income statement.

Foreseeable losses, if any, are provided for in full as and when it can be reasonably ascertained that the developmentwill result in a loss.

DividendsDividend income from investment is recognised when the right to receive dividend payment is established.

OthersRevenue from sports and recreation, golfing, rental of rooms and sale of food and beverage is recognised as incomeon a receivable basis.

(u) Segmental InformationSegment revenues and expenses are those directly attributable to the segments and include any joint venture andexpenses where a reasonable basis of allocation exists. Segment assets include all assets used by a segment andconsist principally of property, plant and equipment, land held for development, inventories, receivables, and cashand bank balances.

Most segments assets can be directly attributed to the segments on a reasonable basis. Segment assets andliabilities do not include income tax assets and liabilities respectively.

Segment revenues, expenses and results include transfers between segments. The prices charged on intersegmenttransactions are based on normal commercial terms. These transfers are eliminated on consolidation.

63


6. INVESTMENTS IN SUBSIDIARIESThe Company

2004 2003RM RM

Unquoted shares, at costAt 1 January 109,242,542 109,242,534Additions for the financial year 10,953,300 8

At 31 December 120,195,842 109,242,542

The details of subsidiaries are as follows:-

Name of Company Country Of Effective EquityIncorporation Interest Principal Activities

2004 2003

Pulai Springs Resort Berhad Malaysia 100% 100% Proprietor and operator of PSCC, hotel and other sport and recreational facilities,and property development.

Wawasan Maharani Sdn. Bhd. Malaysia 100% 100% Property development and investment.

Citro Murni Sdn. Bhd. Malaysia 100% 100% Property development and investment.

Pulai Springs Management Malaysia 100% 100% Provision of management services cumServices Sdn. Bhd. food and beverage retailing.

PSB Resorts Pte. Ltd. Singapore 100% 100% Sales and marketing agent.

Bina Resorts Corporation Sdn. Bhd. Malaysia 100% - Proprietor and operator of hotel

Pulai Springs Property Services Malaysia 100% 100% DormantSdn. Bhd. #

All the subsidiaries are audited by Messrs. Horwath, except for PSB Resorts Pte. Ltd which is audited by a member firmof Horwath International.

# subsidiary of Pulai Springs Resort Berhad.

64


7. PROPERTY, PLANT AND EQUIPMENT

AcquisitionAt Of A Depreciation At

1.1.2004 Subsidiary Additions Disposal Write -Off Charge 31.12.2004RM RM RM RM RM RM RM

The GroupNET BOOK VALUEFreehold land 42,426,132 - - - - - 42,426,132Leasehold land - 1,949,038 - - - (27,101) 1,921,937Buildings 58,314,770 25,535,611 55,000 - - (1,721,095) 82,184,286Golf course and

developmentexpenditure 56,336,262 - - - - - 56,336,262

Others * 7,956,993 1,279,416 1,346,123 (12,702) (22,406) (2,388,326) 8,159,098

165,034,157 28,764,065 1,401,123 (12,702) (22,406) (4,136,522) 191,027,715

Accumulated Net BookCost Depreciation Value

AT 31.12.2004 RM RM RM

Freehold land 42,426,132 - 42,426,132Leasehold land 2,710,148 (788,211) 1,921,937Buildings 104,719,778 (22,535,492) 82,184,286Golf course and development expenditure 56,336,262 - 56,336,262Others * 36,853,431 (28,694,333) 8,159,098

243,045,751 (52,018,036) 191,027,715

AT 31.12.2003

Freehold land 42,426,132 - 42,426,132Buildings 67,334,460 (9,019,690) 58,314,770Golf course and development expenditure 56,336,262 - 56,336,262Others * 31,607,515 (23,650,522) 7,956,993

197,704,369 (32,670,212) 165,034,157

* These comprise golf course machinery and equipment, buggies, kitchen furniture and equipment, housekeepingequipment, lighting system, art and craft, furniture and fittings, office equipment, computer system, motor vehicles,golf course lighting system, maintenance equipment, library books, substation, base stock, driving range autoequipment, base stock-towels and linen and laundry equipment.

65


7. PROPERTY, PLANT AND EQUIPMENT (CONT'D)Included in the net book value of property, plant and equipment at the balance sheet date are the following plant andequipment acquired under lease and hire purchase terms:-

The Group2004 2003RM RM

Golf course machinery and equipment 157,092 209,456Motor vehicles 313,641 152,580

Net book value at 31 December 470,733 362,036

The property, plant and equipment of the Group with net book value of RM188,722,452 (2003 - RM164,068,497) havebeen charged as security for term loans as disclosed in Note 27.

8. PROPERTY HELD FOR FUTURE DEVELOPMENT The Group

2004 2003RM RM

Freehold land, at cost 15,134,491 21,631,095Development expenditure, at cost 4,425,287 3,687,580Development expenditure written off (138,854) -

19,420,924 25,318,675

The freehold land held for property development amounting to RM15,134,491 (2003 - RM15,134,491) is pledged assecurity for the term loans as disclosed in Note 27.

Borrowing costs capitalised during the financial year under property held for future development of the Group amountedto RM3,942,773 (2003 - RM3,435,251).

9. AMOUNT OWING BY A SUBSIDIARYThe amount owing is unsecured, interest-free and not subject to fixed terms of repayment.

66


10. INVENTORIESThe Group

2004 2003RM RM

At cost:-Fertilisers and chemicals 41,104 56,267Food and beverage 214,563 122,556Golf sets for rental 10,751 11,151Pro-shop 24,848 30,506Trading stocks 91,033 -Room supplies 110,810 -Others 46,440 55,097

539,549 275,577

None of the inventories are carried at net realisable value.

11. PROPERTY DEVELOPMENT COSTSThe Group

2004 2003RM RM

At 1 January - freehold land, at cost 947,957 1,162,391- development costs 6,921,502 1,363,399

7,869,459 2,525,790Costs transferred from property held for future development:- freehold land, at cost 6,496,604 -- development costs 6,548 -

Costs incurred during the financial year:- development costs 11,348,079 5,343,669

At 31 December 25,720,690 7,869,459

Costs recognised as an expense in the income statement: - brought forward (9,685,996) (1,970,688)- current year (9,405,897) (7,715,308)

(19,091,893) (9,685,996)

Cumulative revenue recognised in the income statement 31,590,469 15,680,981Cumulative billings to purchasers (27,018,981) (11,109,493)

Accrued billings 4,571,488 4,571,488

Net balance 11,200,285 2,754,951

67


12. TRADE RECEIVABLESThe Group

2004 2003RM RM

Trade receivables 12,244,960 10,802,643

Allowance for doubtful debts:-At 1 January 571,305 976,427Allowance for the financial year 730,803 571,305Write-off of allowance (1,072,609) (976,427)

At 31 December 229,499 571,305

12,015,461 10,231,338

The Group's normal trade credit term is 30 days. Other credit terms are assessed and approved on a case-by-case basis.

13. OTHER RECEIVABLES, DEPOSITS AND PREPAYMENTSIncluded in other receivables, deposits and prepayments is an amount of RM461,961 (2003 - RM854,635) which is heldin a sinking fund account pursuant to the deed of trust entered into between a subsidiary and the members of PSCC.Under the provisions of the trust deed, the sinking fund is set up for the purpose of covering the costs of periodic majorrepairs or replacements of the facilities of PSCC operated by the subsidiary.

14. FIXED DEPOSITS WITH LICENSED BANKSThe effective interest rate of the fixed deposits at the balance sheet date was 2.85% (2003 - 2.75%) per annum. The fixeddeposits have an average maturity period of 30 days (2003 - 30 days).

Included in the fixed deposits with licensed banks is an amount of RM664,314 (2003 - RM554,314) pledged to licensedbanks to secure banking facilities granted to the subsidiaries.

15. TRADE PAYABLESThe normal trade credit terms granted to the Group range from 30 to 60 days.

16. OTHER PAYABLES AND ACCRUALSIncluded in other payables and accruals is an amount of RM4,705,694 (2003 - RM3,301,005) owing to shareholders ofthe Company. The amount owing is unsecured, interest-free and not subject to fixed terms of repayment.

17. AMOUNT OWING TO DIRECTORSThe amount owing is unsecured, interest-free and not subject to fixed terms of repayment.

68


18. SHORT TERM BORROWINGSThe Group

2004 2003RM RM

Hire purchase and lease payables (Note 26) 166,419 111,703Term loans (Note 27) 6,782,116 9,015,236

6,948,535 9,126,939

19. BANK OVERDRAFTThe bank overdraft bears an effective interest rate of 8% (2003 - Nil) per annum and is secured as follows:-

(i) by way of a legal charge over the freehold land of a subsidiary;

(ii) by a debenture on the fixed and floating assets of a subsidiary; and

(iii) by a corporate guarantee from the Company.

20. SHARE CAPITALThe Company

2004 2003 2004 2003Nunber Of Shares RM RM

ORDINARY SHARES OF RM1 EACH:-

AUTHORISED 250,000,000 250,000,000 250,000,000 250,000,000

SSUED AND FULLYPAID-UP 105,000,000 105,000,000 105,000,000 105,000,000

21. SHARE PREMIUMThe Group/The Company

2004 2003RM RM

At 1 January 23,222,612 23,384,123Listing expenses incurred - (161,511)

At 31 December 23,222,612 23,222,612

69


22. CAPITAL RESERVECapital reserve which is non-distributable, represents the excess of net assets acquired over the consideration paid forthe acquisition of the hotel business during the year.

23. NEGATIVE GOODWILLThe Group

2004 2003RM RM

At cost:-At 1 January 28,173,448 28,173,448Addition 18,069,098 -

46,242,546 28,173,448

Amortisation of negative goodwill:-

At 1 January (7,043,361) (1,408,671)Amortisation for the financial year (7,441,600) (5,634,690)

At 31 December (14,484,961) (7,043,361)

31,757,585 21,130,087

24. RETAINED PROFITSBased on estimated Section 108 tax credit available and subject to agreement with the tax authorities, the retained profitsof the Company are wholly distributable by way of dividends without the Company incurring further tax liabilities.

25. LONG TERM LIABILITIESThe Group The Company

2004 2003 2004 2003RM RM RM RM

Hire purchase payables (Note 26) 251,207 256,254 - -Term loans (Note 27) 30,850,560 14,000,000 11,998,000 -Deferred taxation (Note 28) 2,578,570 2,578,570 1,820,000 1,540,000

33,680,337 16,834,824 13,818,000 1,540,000

70


26. HIRE PURCHASE PAYABLESThe Group

2004 2003RM RM

Minimum hire purchase payments:-- not later than one year 190,166 137,453- later than one year but not later than five years 270,149 279,464

460,315 416,917Less: Future finance charges (42,689) (48,960)

Present value of hire purchase payables 417,626 367,957

Current:- not later than one year (Note 18) 166,419 111,703

Non-current:- later than one year but not later than five years (Note 25) 251,207 256,254

417,626 367,957

The effective interest rates for hire purchase payables of the Group range from 3.5% to 6.5% (2003 - 3.5% to 6.5%) perannum.

27. TERM LOANSThe Group The Company

2004 2003 2004 2003RM RM RM RM

Term loans 37,632,676 23,015,236 11,998,000 -Less: Portion repayable within twelve months (Note 18) (6,782,116) (9,015,236) - -

Portion repayable after twelve months (Note 25) 30,850,560 14,000,000 11,998,000 -

71


27. TERM LOANS (CONT'D)The Group The Company

2004 2003 2004 2003RM RM RM RM

The long term loans are repayable as follows:-- between one to two years 4,190,000 1,600,000 - -- between two to five years 17,648,192 9,600,000 5,738,188 -- after five years 9,012,368 2,800,000 6,259,812 -

Total 30,850,560 14,000,000 11,998,000 -

Details of the term loans outstanding at the balance sheet date are as follows:-

Number Of Monthly Date OfMonthly Instalment Commencement Outstanding

Term Loan Instalments Amounts Of Repayment BalanceRM RM

Term loan I 83 266,667 1 July 2005 17,152,560Term loan II 8 825,449 1 November 2003 5,182,116Term loan III 20 165,000 1 July 2006 3,300,000Term loan IV 96 349,563 1 October 2007 11,998,000

The weighted average effective interest rate at the balance sheet for the term loans was 7.8% (2003 - 7.9%) per annum.The term loans are secured by way of:-

(a) a fixed charge on the property, plant and equipment of a subsidiary as disclosed in Note 7;

(b) a legal charge over a subsidiary's freehold land together with its properties to be erected thereon as disclosed in Note 8;

(c) a registered debenture on the entire fixed and floating assets of the subsidiaries; and

(d) the corporate guarantee of the Company.

72


28. DEFERRED TAXATIONThe Group The Company

2004 2003 2004 2003RM RM RM RM

At 1 January 2,578,570 2,615,170 1,540,000 1,540,000Reversal of transfer of land to development

properties-in-progress (Note 32) - (36,600) - -Reversal - - (1,540,000) (1,540,000)Transfer to income statement (Note 32) - - 1,820,000 1,540,000

At 31 December (Note 25) 2,578,570 2,578,570 1,820,000 1,540,000

The deferred taxation of the Group relates to temporary differences arising from revaluation of land by subsidiaries.

The deferred taxation of the Company relates to temporary differences on dividend receivable. All material timingdifferences have been accounted for.

29. NET TANGIBLE ASSETS PER SHAREThe net tangible assets per share is calculated based on the net tangible assets value of RM172,436,808 (2003 -RM162,207,180) divided by 105,000,000 (2003 - 105,000,000) ordinary shares of RM1 each in issue at the balancesheet date.

30. TURNOVERThe Group The Company

2004 2003 2004 2003RM RM RM RM

HOSPITALITY - Annual licence fee 1,120,142 5,764,322 - -- Entrance fee 1,780,000 2,940,000 - -- Food and beverage 10,435,250 7,476,825 - -- Gift shop 202,847 - - -- Golfing 4,268,694 5,200,514 - -- Rooms income 3,269,163 743,094 - -- Service charge 469,721 - - -- Sports and recreation 460,175 234,289 - -- Subscription fee 12,287,174 13,234,370 - -- Transportation 315,490 - - -

34,608,656 35,593,414 - -PROPERTY DEVELOPMENT 15,909,488 9,797,610 - -

INVESTMENT HOLDING:-- Dividend income - - 6,500,000 5,500,000

50,518,144 45,391,024 6,500,000 5,500,000

Golf resort operations represent the invoiced value of services rendered and goods and memberships sold less discountsand returns. Property development represents the proportionate sales value of development properties. Investmentholding represents the gross dividend income from investments.

73


31. PROFIT BEFORE TAXATIONThe Group The Company

2004 2003 2004 2003RM RM RM RM

Profit before taxation is arrived at aftercharging/(crediting):-

Allowance for doubtful debts 730,803 571,305 - -Audit fee- for the financial year 62,675 42,550 8,000 6,000- underprovision for the previous financial year 10,125 - 2,000 -Bad debts written off 343,208 676,266 - -Equipment written off 20,256 - Depreciation of property, plant and equipment 4,136,522 3,914,619 - -Development expenditure written off 138,854 - - -Directors' non-fee emoluments 1,142,400 1,209,600 - -Directors' fees 366,000 368,500 366,000 368,500Interest expense- bank overdraft 43,585 - - -- hire purchase 43,850 13,636 - -- term loans 1,347,434 830,547 - -Realised loss on foreign exchange - 1,488 - -Lease of apartments 343,754 - - -Rental- equipment 4,882 9,608 - -- premises 592,841 457,732 - -Staff costs 12,828,097 10,338,188 - -Amortisation of negative goodwill (7,441,600) (5,634,690) - Dividend income - - (6,500,000) (5,500,000)(Gain)/Loss on disposal of property,

plant and equipment (81,178) 3,878 - -Interest income (204,775) (427,676) (199,679) (417,962)Realised gain on foreign exchange (147,719) (83,265) - -Unrealised gain on foreign exchange (25,007) (92,119) - -

74


32. TAXATIONThe Group The Company

2004 2003 2004 2003RM RM RM RM

Charge for the financial year 483,611 721,470 61,836 117,029Underprovision in previous financial year - 440 - 440Reversal of transfer of land to development

properties-in-progress (Note 28) - (36,600) - -Transfer from deferred taxation (Note 28) - - 1,820,000 1,540,000

483,611 685,310 1,881,836 1,657,469

The effective tax rate of the Group is lower than the statutory tax rate due mainly to the claiming of investment taxallowances and capital allowances during the financial year.

The tax charge of the Company for the financial year relates to dividend income and interest income.

A reconciliation of the statutory tax rates to the effective tax rate applicable to the profit before taxation is as follows:-

The Group The Company2004 2003 2004 2003RM RM RM RM

Profit before taxation 3,189,116 7,320,213 5,906,806 5,418,128

Tax at the applicable corporate tax rate of 28% 892,952 2,049,660 1,653,906 1,517,076

Tax effects of:Non-deductible expenses 1,637,968 597,482 227,930 139,953Non-taxable gains (2,103,648) (1,603,547) - -Investment tax allowances (50,491) - - -Deferred tax assets not recognised during the year 560,756 99,467 - -Reversal of deferred tax assets not recognised

in prior years (430,760) (537,039) - -Underprovision in previous financial year - 440 - 440Others (23,166) 78,847 - -

483,611 685,310 1,881,836 1,657,469

75


33. EARNINGS PER SHAREEarnings per share is arrived at by dividing the Group's profit attributable to shareholders of RM3,361,435 (2003 -RM6,634,903) by the number of ordinary shares in issue of 105,000,000 (2003 - 105,000,000).

34. PRIOR YEAR ADJUSTMENTThe prior year adjustment is in respect of the change in accounting policy on the treatment of negative goodwill as statedin Note 5(b) to the financial statements.

The effects of the change on the Group's financial statements are as follows:-

Effects OfAs Change In

Previously Accounting AsReported Policy Restated

RM RM RM

The Group

Negative goodwill at 1.1.2004 28,173,448 (7,043,361) 21,130,087Retained profits at 1.1.2003 4,810,907 1,408,671 6,219,578Profit attributable to shareholders 1,002,213 5,634,690 6,634,903

This change in accounting policy has been accounted for retrospectively and the comparative figures have been restatedaccordingly as disclosed in Note 47.

35. DIVIDENDThe Company

2004 2003RM RM

Proposed final dividend of 5% per ordinary share, less 28% tax 3,780,000 3,780,000

The directors have proposed the payment of a final dividend of 5% per ordinary share less 28% tax (2003 - 5% perordinary share less 28% tax) amounting to RM3,780,000 (2003 - RM3,780,000). The proposed final dividend is subjectto shareholders' approval at the forthcoming Annual General Meeting of the Company. This final dividend has beenaccounted for as a separate component of shareholders' equity by way of an appropriation of retained earnings for thefinancial year ended 31 December 2004.

76


36. ACQUISITION OF A SUBSIDIARYThe effects of the acquisition of the subsidiary on the financial position of the Group at the end of the financial year is asfollows:

The Group2004RM

Property, plant and equipment 28,449,000Inventories 285,782Trade receivables 278,134Other receivables, deposits and prepayments 350,262Fixed deposits 50,000Cash and bank balances 302,110Trade payables (406,719)Other payables and accruals (1,497,504)Amount owing to related company (539,774)Amount owing to holding company (53,341,694)Hire purchase payables (5,880)

(26,076,283)

The details of net assets acquired and cash flow arising from the acquisition of the subsidiary is as follows:-

The Group2004RM

Property, plant and equipment 28,764,065Current assets 1,570,623Current liabilities (1,562,288)

Fair value of net assets acquired 28,772,400Negative goodwill on acquisition (18,069,098)

Total purchase consideration 10,703,302Cash and bank balances of subsidiary acquired (578,336)

Net cash outflow for acquisition of subsidiary 10,124,966

77


37. PURCHASE OF PLANT AND EQUIPMENTThe Group

2004 2003RM RM

Cost of plant and equipment purchased 1,401,123 2,183,752Amount financed through hire purchase (162,478) (349,900)

1,238,645 1,833,852

38. CASH AND CASH EQUIVALENTSFor the purpose of the cash flow statements, cash and cash equivalents comprise the following:-

The Group The Company2004 2003 2004 2003RM RM RM RM

Fixed deposits with licensed banks 11,164,314 13,736,610 9,500,000 11,000,000Cash and bank balances 5,466,536 5,959,550 555,326 67,635Bank overdraft (1,438,402) - - -

15,192,448 19,696,160 10,055,326 11,067,635

39. DIRECTORS' REMUNERATIONThe aggregate amount of emoluments received and receivable by the directors of the Group and of the Company duringthe financial year in bands of RM50,000 are as follows:-

Directors'No. Of Directors' No. Of Non-Fee

Director Fee Director Emoluments TotalRM RM RM

GROUP

2004- Below RM50,000 8 306,000 - - 306,000- Between RM50,001 and RM100,000 1 60,000 - - 60,000- Between RM200,001 and RM250,000 - - 1 201,600 201,600- Between RM300,001 and RM350,000 - - 1 336,000 336,000- Between RM600,001 and RM650,000 - - 1 604,800 604,800

2003- Below RM50,000 8 368,500 - - 368,500- Between RM200,001 and RM250,000 - - 1 201,600 201,600- Between RM350,001 and RM400,000 - - 1 358,400 358,400- Between RM600,001 and RM650,000 - - 1 649,600 649,600

78


39. DIRECTORS' REMUNERATION (CONT'D)Directors'

No. Of Directors' No. Of Non-FeeDirector Fee Director Emoluments Total

RM RM RM

COMPANY

2004- Below RM50,000 8 306,000 - - 306,000- Between RM50,001 and RM100,000 1 60,000 - - 60,000

2003- Below RM50,000 8 368,500 - - 368,500

40. SIGNIFICANT RELATED COMPANY TRANSACTIONSThe Company

2004 2003RM RM

Dividend income from a subsidiary 6,500,000 5,500,000

41. CONTINGENT LIABILITIESThe Group The Company

2004 2003 2004 2003RM RM RM RM

Potential tax liabilities - Note (i) 10,500,000 10,500,000 - -Arbitration claim for work done - Note (ii) 11,000,000 11,000,000 - -Litigation claim for work done - Note (iii) 1,330,000 1,330,000 - -Corporate guarantees given to secure banking facilities

granted to certain subsidiaries - - 37,200,000 37,200,000

22,830,000 22,830,000 37,200,000 37,200,000

79


41. CONTINGENT LIABILITIES (CONT'D)The details of the contingent liabilities, all of which are unsecured, are as follows :-

(i) A subsidiary has submitted revised tax returns for the years of assessment 1995 to 2003 to the Inland RevenueBoard ("IRB"). The revised tax returns have incorporated the claim for capital allowances on the capital expenditureincurred on the golf course and the club house, other than the costs incurred for the acquisition of the golf courseland. The directors are of the opinion that these capital expenditure qualify for capital allowances.

However, the IRB has not allowed the subsidiary to claim the capital allowances as they consider the aforesaid capitalexpenditure to be non-qualifying.

The subsidiary has appealed to the IRB on their decision. Should the appeal be successful, the amount of tax payablefor the years of assessment 1995 to 2003 will be reduced by approximately RM11.3 million. On the other hand, if theappeal by the subsidiary is unsuccessful, the subsidiary may incur additional tax liability as well as tax penalties forlate payment for the sum stated above.

The additional tax provision and resulting late payment penalties have not been effected in the financial statementsas at 31 December 2004 as the directors are of the view that their appeal is likely to be successful.

(ii) A third party has initiated arbitration proceedings against a subsidiary claiming the above-mentioned sum in respectof work purportedly done for the subsidiary. The subsidiary is disputing the claim, and has counterclaimed forapproximately RM6.2 million for, inter alia, rectification of defective work and costs to complete the third party'sunfinished work, and other related damages in respect of the work. The arbitration proceedings are currently pendingand there is also a pending appeal by the subsidiary to the Court of Appeal in respect of the interlocutory applicationfor security for costs.

The claim by the third party has not been taken up in the financial statements as the directors are of the opinion thatthe arbitration proceedings by the third party will not be successful.

(iii) A third party has initiated High Court proceedings against a subsidiary for the sum stated above for work purportedlydone for the subsidiary. The subsidiary is defending the claim, and is counter-claiming a total sum of RM0.9 millionagainst the third party. The third party has been subsequently awarded a summary judgement for the sum ofRM865,096 plus interest and costs. The summary judgement granted by the Senior Assistant Registrar against thesubsidiary has been set aside by the Judge on appeal.

The claim by the third party has not been taken up in the financial statements as the directors are of the opinion thatthe litigation claim by the third party will not be successful.

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42. COMMITMENTSThe Group

2004 2003RM RM

Non-cancellable operating lease not later than one year 119,396 68,775Later than one year and not later than five years 109,868 29,400

229,264 98,175

43. NUMBER OF EMPLOYEESThe Group The Company

2004 2003 2004 2003RM RM RM RM

Number of employees at the balance sheet date 543 402 - -

44. FOREIGN EXCHANGE RATESThe applicable closing foreign exchange rates used (expressed on the basis on one unit of foreign currency to RMequivalent) for the translation of foreign currency balances at the balance sheet date are as follows:

The Group2004 2003RM RM

Brunei Dollar 2.342 -Singapore Dollar 2.342 2.234United States Dollar 3.800 -

81


45. SEGMENTAL REPORTING

(i) By business segment:-Property

DevelopmentAnd Investment

Hospitality Investment Holding Elimination TotalThe Group RM RM RM RM RM

2004

REVENUEExternal revenue 34,608,656 15,909,488 - - 50,518,144Inter-segment revenue 195,600 - 6,500,000 (6,695,600) -

Total revenue 34,804,256 15,909,488 6,500,000 (6,695,600) 50,518,144

RESULTSSegment results (4,246,566) 2,020,872 6,644,904 4,419,210Interest expense (1,434,869)Interest income 204,775

Profit before taxation 3,189,116Taxation (483,611)

Profit after taxation 2,705,505Pre-acquisition loss 655,930

Profit attributable to shareholders 3,361,435

OTHER INFORMATIONSegment assets 200,592,140 42,366,818 10,108,269 - 253,067,227Segment liabilities 28,170,173 21,043,773 12,360,233 - 61,574,179Unallocated corporate liabilities - - - - 19,056,240Capital expenditure 1,349,473 51,650 - - 1,401,123Depreciation 4,134,367 2,155 - - 4,136,522

82


45. SEGMENTAL REPORTING (CONT'D)

(i) By business segment:-Property

DevelopmentAnd Investment

Hospitality Investment Holding Elimination TotalThe Group RM RM RM RM RM

2003

REVENUEExternal revenue 35,593,414 9,797,610 - - 45,391,024Inter-segment revenue - - 5,500,000 (5,500,000) -

Total revenue 35,593,414 9,797,610 5,500,000 (5,500,000) 45,391,024

RESULTSSegment results (1,209,361) 3,465,030 5,481,051 - 7,736,720Interest expense (844,183)Interest income 427,676

Profit before taxation 7,320,213Taxation (685,310)

Profit attributable to shareholders 6,634,903

OTHER INFORMATIONSegment assets 179,361,140 9,349,219 36,546,866 - 225,257,225Segment liabilities 7,322,717 25,043,931 355,587 - 32,722,235Unallocated corporate liabilities - - - - 30,327,810Capital expenditure 2,177,897 - 5,855 - 2,183,752Depreciation 3,914,004 615 - - 3,914,619

(ii) By geographical market:-Segment Revenue Segment Assets2004 2003 2004 2003RM RM RM RM

Malaysia 50,518,144 45,202,551 252,875,055 224,898,411Singapore - 188,473 192,172 358,814

50,518,144 45,391,024 253,067,227 225,257,225

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46. FAIR VALUES OF ASSETS AND LIABILITIESFair value is defined as the amount for which the financial instrument could be exchanged in a current transactionbetween knowledgeable willing parties in an arm's length transaction, other that in a forced sale or liquidation.

The following methods and assumptions are used to estimate the fair value of each class of financial instruments:

(a) Bank Balances and Other Liquid and Short Term ReceivablesThe carrying amounts approximated their fair values due to the relatively short term maturity of these instruments.

(b) Short Term Borrowings and Other Current LiabilitiesThe carrying amounts approximated their fair values because of the short period to maturity of these instruments.

(c) Long Term Bank LoansThe carrying amounts approximated their fair values as these instruments bear interest at variable rates.

(d) Finance Lease and Hire Purchase ObligationsThe fair values of finance lease and hire purchase payables are determined by discounting the relevant cash flowsusing current interest rates for similar types of instruments.

47. COMPARATIVE FIGURESThe following comparative figures have been reclassified to conform with the presentation for the current financial year:-

AsAs Previously

Restated ReportedRM RM

BALANCE SHEET (EXTRACT):-Property land held for future development 25,318,675 25,400,710Property development cost 2,754,951 2,672,916Negative goodwill 21,130,087 28,173,448Retained profits 9,074,481 2,031,120

INCOME STATEMENTS (EXTRACT):-Other operating income 6,936,989 1,302,299Profit from operations 8,478,471 2,843,781Profit before taxation 7,320,213 1,685,523Profit after taxation 6,634,903 1,000,213

CASH FLOW STATEMENTS (EXTRACT):-Increase in property development cost (1,742,752) (1,660,717)Development expenditure incurred (7,345,891) (7,427,926)Profit before taxation 7,320,213 1,685,523Amortisation of negative goodwill (5,634,690) -

* - Restated to reflect the prior year adjustments as disclosed to Note 34.

84

list of properties held as at 31 December 2004

Location Tenure Land Age of NBV as at Date ofArea Building Registered 31/12/2004 Last

in sq. ft. Year Description Owner RM Valuation

PTD 63408 HSD 248327 Freehold 4,807,054 N/A 18 hole golf course PSRB 15,250,574 5/26/2000PTD 63409 HSD 248328 "Melana Course",PTD 130053 HSD 359875 (within Pulai SpringsPTD 63417 HSD 248336 Resort, 20km JalanPTD 63430 HSD 248347 Pontian Lama, 81110Mukim of Pulai, Pulai, Johor)("PSR")District of Johor Bahru,Johor Darul Takzim

PTD 130052 HSD 359874 Freehold 884,645 8 Pulai Springs Resort PSRB 2,806,572 5/26/2000Mukim of Pulai, Clubhouse HotelDistrict of Johor Bahru, within PSRJohor Darul Takzim

PTD 130055 HSD 359876 Freehold 169,609 N/A Vacant land approved PSRB 538,091 5/26/2000PTD 63414 HSD 248333 for workers quartersMukim of Pulai, developmentDistrict of Johor Bahru, within PSRJohor Darul Takzim

PTD 63415 HSD 248334 Freehold 689,538 N/A Vacant land approved PSRB 2,187,587 5/26/2000PTD 63416 HSD 248335 for condominiumPTD 63426 HSD 248343 developmentPTD 63429 HSD 248346 within PSRMukim of Pulai,District of Johor Bahru,Johor Darul Takzim

PTD 63425 HSD 248342 Freehold 67,238 N/A Vacant land approved PSRB 213,315 5/26/2000PTD 63427 HSD 248344 for bungalow lotPTD 63428 HSD 248345 developmentMukim of Pulai, within PSRDistrict of Johor Bahru,Johor Darul Takzim

PTD 130047 HSD 359870 Freehold 4,985,498 N/A 18 hole golf course, PSRB 15,816,695 5/26/2000PTD 130048 HSD 359871 "Pulai Course"PTD 130049 HSD 359872 within PSRMukim of Pulai,District of Johor Bahru,Johor Darul Takzim

85

list of properties held as at 31 December 2004 (cont’d)

Location Tenure Land Age of NBV as at Date ofArea Building Registered 31/12/2004 Last

in sq. ft. Year Description Owner RM Valuation

PTD 11857 HSD 76690 Freehold 4,620 11 Double storey terrace PSRB 360,000 5/26/2000PTD 11858 HSD 76691 house PSRB for staffPTD 11859 HSD 76692 accommodatino at 7, 9Mukim of Senai, Kulai and 11 Jalan Meranti 11,District of Johor Bahru Taman Sri PulaiJohor Darul Takzim 81110 Pulai, Johor

GN 29088 Lot 19317 Freehold 65,382 N/A Vacant land with a WMSB 15,134,491 5/8/2000GN 29089 Lot 19318 conditional planningGN 29090 Lot 19319 permission obtained GN 29091 Lot 19320 from the Majlis GN 29092 Lot 19321 Bandaraya Johor BahruGN 29093 Lot 19322 for commercialGN 29094 Lot 19323 developmentMukim of Senai, KulaiDistrict of Johor BahruJohor Darul Takzim

HS(D) 13065, PTD1672 99 years 1,142,143 8 210 rooms resort hotel BINA RESORTS 1,921,937 N/Aleasehold CORPORATION

expiring on SDN BHD11/6/2088

HS(D) 13066, PTD1673 60 year leaseexpiring on12/19/2005with possibleextention for

35 years

HS(D) 13067, PTD1674 99 years leasehold

expiring on11/6/2088

HS(D) 13068, PTD1675 60 year leaseexpiring on

Mukim of Pantai Timur 12/19/2005District of Kota Tinggi, with possibleJohor extention for

35 years

86

analysis of shareholdings as at 30 April 2005

Authorised Share Capital : RM250,000,000.00Issued and Fully Paid-Up Capital : RM105,000,000.00Class of Shares : Ordinary Shares of RM1.00 eachVoting Right : Every member of the Company, present in person or by proxy, shall have on a show

of hands, one (1) vote or on a poll, one (1) vote for each share he holds.

DISTRIBUTION SCHEDULE AS AT 30 APRIL 2005

Holdings No. of Shareholders % No. of shares %

1 - 99 52 7.38 160 0.00100 - 1,000 440 62.41 212,689 0.201,001 - 10,000 131 18.58 530,302 0.5110,001 - 100,000 24 3.40 764,000 0.73100,001 - 5,249,999 (*) 56 7.94 67,171,365 63.975,250,000 and above (**) 2 0.28 36,321,365 34.59

Total 705 100.00 105,000,000 100.00

* Less than 5% of issued holdings** 5% and above of issued holdings

LIST OF SUBSTANTIAL SHAREHOLDERS AS AT 30 APRIL 2005

Direct Interest Indirect InterestNames No. of shares % No. of shares %

1. Maharani Consolidated Holdings Sdn Bhd 36,083,323 34.37 - -2. PSC Resort Pte Ltd 12,226,677 11.64 - -3. Tan Sri Abu Sahid bin Mohamed 19,000,000 18.10 - -4. Dato' Chua Jui Leng 3,240,129 3.09 36,083,323(1) 34.375. Datin Wong Nyet Lan 2,140,129 2.04 36,083,323(2) 34.376. Lim Seng Chor 300,000 0.29 36,083,323(1) 34.377. Chua Chi Min 300,000 0.29 36,083,323(1) 34.378. PSC Corporation Limited - - 12,226,677(3) 11.649. Rich Life Holdings Pte Ltd - - 12,226,677(4) 11.6410. Hanny Magnetics (B.V.I.) Limited - - 12,226,677(5) 11.6411. Hanny Holdings Limited - - 12,226,677(6) 11.6412. Famex Investment Limited - - 12,226,677(7) 11.6413. Mankar Assets Limited - - 12,226,677(8) 11.6414. ITC Investment Holdings Limited - - 12,226,677(9) 11.6415. ITC Corporation Limited - - 12,226,677(10) 11.6416. Galaxyway Investments Limited - - 12,226,677(11) 11.6417. Chinaview International Limited - - 12,226,677(12) 11.6418. Dr Chan Kwok Keung, Charles - - 12,226,677(13) 11.64

Notes:(1) Deemed interested by virtue of his interest in Maharani Consolidated Holdings Sdn Bhd.(2) Deemed interested by virtue of her interest in Maharani Consolidated Holdings Sdn Bhd.(3) Deemed interested by virtue of its interest in PSC Resort Pte Ltd.(4) Deemed interested by virtue of its interest in PSC Corporation Limited.

87

analysis of shareholdings as at 30 April 2005 (cont’d)

(5) Deemed interested by virtue of its interest in Rich Life Holdings Ltd.(6) Deemed interested by virtue of its interest in Hanny Magnetics (B.V.I.) Limited.(7) Deemed interested by virtue of its interest in Hanny Holdings Limited.(8) Deemed interested by virtue of its interest in Famex Investment Limited.(9) Deemed interested by virtue of its interest in Manker Assets Limited.(10) Deemed interested by virtue of its interest in ITC Investment Holdings Limited.(11) Deemed interested by virtue of its interest in ITC Corporation Limited.(12) Deemed interested by virtue of its interest in Galaxyway Investments Limited.(13) Deemed interested by virtue of its interest in Chinaview International Limited.

LIST OF DIRECTORS' SHAREHOLDING AS AT 30 APRIL 2005

Direct Interest Indirect InterestNames No. of shares % No. of shares %

1. Datuk Azzat bin Kamaludin 1,233,938 1.18 - -2. Dato' Chua Jui Leng 3,240,129 3.09 36,083,323(1) 34.373. Dato' Prof Zainuddin bin Muhammad - - - -4. Dato' Dr Shahir bin Nasir - - - -5. Lim Seng Chor 300,000 0.29 36,083,323(1) 34.376. Chua Chi Min 300,000 0.29 36,083,323(1) 34.377. Victor Chua Chee Wey - - - -8. Chua Teck Hwee - - - -9. Ruthlene binti Abu Sahid 1,000,000 0.95 - -

Notes:(1) Deemed interested by virtue of his interest in Maharani Consolidated Holdings Sdn Bhd.

LIST OF THIRTY (30) LARGEST SHAREHOLDERS/DEPOSITORS AS AT 30 APRIL 2005

Name No. of shares %

1. Maharani Consolidated Holdings Sdn Bhd 28,170,2472 26.832. PSC Resort Pte Ltd 8,151,118 7.763. AllianceGroup Nominees (Asing) Sdn Bhd

(Alliance Merchant Nominees (Asing) Sdn Bhd for PSC Resort Pte Ltd) 5,095,000 4.854. HLB Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Abu Sahid bin Mohamed) 5,000,000 4.765. SJ Sec Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Abu Sahid bin Mohamed) 5,000,000 4.766. HDM Nominees (Tempatan) Sdn Bhd

(HDM Capital Sdn Bhd for Maharani Consolidated Holdings Sdn Bhd) 4,853,076 4.627. Kenanga Nominees (Tempatan) Sdn Bhd

(EON Finance Berhad for Abu Sahid bin Mohamed) 4,600,000 4.388. MIDF Sisma Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Tan Sri Abu Sahid bin Mohamed (MGN-ASM0003M)) 4,400,000 4.199. HDM Nominees (Asing) Sdn Bhd

(UOB Kay Hian Pte Ltd for PSC Resort Pte Ltd) 4,075,559 3.88

88

analysis of shareholdings as at 30 April 2005 (cont’d)

LIST OF THIRTY (30) LARGEST SHAREHOLDERS/DEPOSITORS AS AT 30 APRIL 2005 (CONT’D)

Name No. of shares %

10. EB Nominees (Tempatan) Sendirian Berhad(Pledged Securities Account for Maharani Consolidated Holdings Sdn Bhd (DCM)) 3,060,000 2.91

11. Citicorp Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Mohd Rasheed Bin Hassan (474232)) 1,918,100 1.83

12. AmFinance Berhad(Pledged Securities Account for Abdul Rahman Bin Abdul Razak Shaik (PSPRING)) 1,866,000 1.78

13. Kenangan Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Norhisham Bin Chonel) 1,803,800 1.72

14. HDM Nominees (Tempatan) Sdn Bhd(HDM Capital Sdn Bhd for Dato’ Chua Jui Leng) 1,740,129 1.66

15. HDM Nominees (Tempatan) Sdn Bhd(HDM Capital Sdn Bhd for Wong Nyet Lan) 1,740,129 1.66

16. M.I.T Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Mizo Capital Sdn Bhd (ZZ655-073)) 1,686,800 1.61

17. Kenanga Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Wajibmas Jaya Sdn Bhd) 1,253,600 1.19

18. Citicorp Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Chua Jui Leng (473824)) 1,200,000 1.14

19. Kenanga Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Nescaya Wangi Sdn Bhd) 1,195,500 1.14

20. Kenangan Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Tian Yan Onn @ Tian Soo) 1,159,000 1.10

21. AmSec Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Asdaman Development Sdn Bhd) 1,140,500 1.09

22. Kenanga Nominees (Tempatan) Sdn Bhd(Pledged Securities Account for Hoo Kok Yong @ Ho Kok Yong) 1,042,800 0.99

23. Ruthlene Binti Abu Sahid 1,000,000 0.9524. Azzat Bin Kamaludin 833,938 0.7925. JB Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Mohd Rasheed Bin Hassan) 740,200 0.7026. JB Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Nescaya Wangi Sdn Bhd) 705,600 0.6727. Hoo Kok Yong @ Ho Kok Yong 613,400 0.5828. HDM Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Mohd Rasheed Bin Hassan (M02)) 610,500 0.5829. Kenanga Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for Khoo Ee Ling) 589,600 0.5630. Bumiputra-Commerce Nominees (Tempatan) Sdn Bhd

(Pledged Securities Account for A.A. Anthony Securities Sdn Bhd (3193 HPZA)) 520,000 0.50

Notes :1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (but not more than two) to attend and vote

in his / her stead. If a member appoints two (2) proxies, the appointment shall be invalid unless he / she specifies the proportion of his/ her holdings to be represented by each proxy.

2. A proxy may but need not be a member of the Company. Where a proxy is not a member, he need not be an advocate, an approvedCompany auditor or a person approved by the Companies Commission of Malaysia.

3. In the case of a corporation, the proxy appointed must be in accordance with its Articles of Association and the instrument appointinga proxy shall be given under the Company's Common Seal or under hand of an officer or attorney duly appointed.

4. The instrument appointing a proxy must be deposited with the Company Secretaries at C15-1, Level 15, Tower C, Megan Avenue II, 12,Jalan Yap Kwan Seng, 50450 Kuala Lumpur not less than 48 hours before the time appointed for the holding of the Annual GeneralMeeting or any adjournment thereof.

* Delete where applicable

PROXY FORM(Company No. 514941-K)(Incorporated in Malaysia)

*I/We NRIC No. / Company No. (FULL NAME IN BLOCK CAPITALS)

of (FULL ADDRESS)

being a member / members of PULAI SPRINGS BERHAD (514941-K), hereby appoint

NRIC No. (FULL NAME IN BLOCK CAPITALS)

of (FULL ADDRESS)

or failing *him / her, NRIC No. (FULL NAME IN BLOCK CAPITALS)

of (FULL ADDRESS)

or failing *him / her, *the Chairman of the Meeting as *my / our proxy to attend and vote on my / our behalf at the Fifth AnnualGeneral Meeting of the Company to be held at Pulai Springs Resort, 20km, Jalan Pontian Lama, 81110 Pulai, Johor DarulTakzim on Wednesday, 22 June 2005 at 11.00 a.m. and at any adjournment thereof.

(Please indicate with an "X" in the appropriate boxes on how you wish your vote to be cast. Unless voting instructions areindicated in the space above, the proxy will vote as he / she thinks fit.)

Resolutions FOR AGAINST

1. Adoption of Audited Accounts

2. Declaration of Final Dividend

3. Re-election of Datuk Azzat Bin Kamaludin

4. Re-election of Dato' Chua Jui Leng

5. Re-election of Dato' Prof Zainuddin Bin Muhammad

6. Approval of Directors' Fees

7. Re-appointment of Messrs Horwath

8. Authority to Allot Shares

Number of Shares Held

Signature/Common Seal of Member Dated this day of 2005

The Company Secretaries

Pulai Springs Berhad (514941-K)C15-1 Level 15 Tower CMegan Avenue IINo. 12, Jalan Yap Kwan Seng50450 Kuala Lumpur

Postage

Fold here for sealing

Fold along this line (1)

Fold along this line (2)

Pulai Springs Berhad(Incorporated in Malaysia) Company No: 514941-K

20km, Jalan Pontian Lama,81110 Pulai, Johor Bahru, Malaysia.

Tel: 607-521 2121Fax: 607-521 2066

Pulai S

prings Berhad

(Incorporated in Malaysia) C

ompany N

o: 514941-Kannual report 2004

Documents

Pulai Group - Pulai Springs Resort - annual reportpulaigroup.com/investor-relations/annual_report_2004.pdf · 2019. 5. 16. · Berhad, Boustead Holdings Berhad, Af fin Holdings Berhad,