V enturing A head

Transcription

V enturing A head

PROCES S CO LO U R
ONE 336 U
PANTONE 117 U
PANTONE 2745 U
50 Y60
M30 Y80 K30
C90 M100 K20
V e
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A
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METACORP BERHAD
(93570-P)
L A P O R A N
T A H U N A N
2 0 0 6
A N N U A L
R E P O R T
Cover Rationale
Firmly secured on a strong foundation,
Metacorp pro-actively leverages on its
corporate strengths of vision, discernment,
dynamism, determination, innovation and
astuteness to seek new peaks to conquer
and to transform into rewarding results.
As a reputable, responsible and prudent
company, Metacorp has set its sight on
sustainable and healthy growth in its quest
to become a leading conglomerate in the
area it operates.
Corporate Profile
Contents
Metacorp Berhad (Metacorp) is an investment holding company with
principal activities in property development and solid waste management.
Metacorp was listed on the Second Board of Bursa Malaysia Securities
Berhad on 18 December 1991 before transferring to the Main Board
on 20 July 2001.
2
Corporate Information
3
Corporate Structure
4
Board Of Directors’ Profile
6
Report Of The Audit Committee
10
Statement On Corporate Governance
17
Statement On Internal Control
19
Group 5-year Financial Highlights
20
Group Executive Chairman’s Statement/
Penyata Pengerusi Eksekutif Kumpulan
32
Analysis of Shareholdings
35
Financial Statements
107
List of Properties
108
Notice of Annual General Meeting
112
Statement Accompanying Notice of
Annual General Meeting
Form of Proxy
Metacorp Properties Sdn Bhd and Metacorp Development Sdn Bhd
spearhead the Group’s property development activities comprising
residential, commercial and industrial projects in the flagship 1,873-acre
Taman Tasik Utama in Ayer Keroh, Malacca. Through associate Modal
Ehsan Sdn Bhd, the Group is also involved in the 160-acre Taman Sutera
mixed development in Kajang, Selangor Darul Ehsan, whilst Landview
Towers Sdn Bhd is leading the charge into the niche high-end residential
sector in the state’s Klang Valley. Wholly-owned subsidiary MTD Sadec
Sdn Bhd has a joint-venture in Vietnam to develop the 45-storey SJC
Tower commercial complex in Ho Chi Minh City.
In the energy arena, Seseni Energy Services Sdn Bhd, through its 51%
subsidiary Pendinginan Megajana Sdn Bhd, provides district cooling
and co-generation systems to generate and supply chilled water to
commercial complexes in Cyberjaya.
The Group’s quarrying operations is carried out by Dimensi Timal Sdn
Bhd.
Metacorp’s 50% subsidiary E-Idaman Sdn Bhd, through wholly-owned
Environment Idaman Sdn Bhd (a pre-operating company), is involved in
solid waste collection and management and related businesses.
Metacorp is a member of the MTD Group, one of Malaysia’s
key infrastructure companies involved in privatised infrastructure
development, construction and engineering, property development and
other construction related activities.
METACORP BERHAD
2006 ANNUAL REPORT
Corporate Information
BOARD OF DIRECTORS
Dato’ Dr. Nik Hussain bin Abdul Rahman
Group Executive Chairman
Dato’ Azmil Khalili bin Dato’ Khalid
Group Managing Director
Dato’ Nik Hassan bin Abdul Rahman
Non-Independent Executive Director
Dato’ Yu Wen Chieh
Senior Independent Non-Executive Director
Dato’ Ir. A. Rashid bin Omar
Independent Non-Executive Director
Puan Adibah Khairiah binti Ismail @ Daud
AUDIT COMMITTEE
Dato’ Yu Wen Chieh (Chairman)
NOMINATION COMMITTEE
Dato’ Ir. A. Rashid bin Omar (Chairman)
REMUNERATION COMMITTEE
Dato’ Yu Wen Chieh (Chairman)
COMPANY SECRETARIES
Chan Bee Kuan
Tan Kon Ling
REGISTERED OFFICE
No. 26, Jalan 2/6, Dataran Templer
Bandar Baru Selayang
68100 Batu Caves
Selangor Darul Ehsan
Tel : 03-6120 3322
Fax : 03-6120 3222
CORPORATE OFFICE
68100 Batu Caves
Tel : 03-6120 1118
Fax : 03-6120 5558
Website : www.metacorp.com.my
SHARE REGISTRAR
Mega Corporate Services Sdn Bhd
Level 15-2, Faber Imperial Court
Jalan Sultan Ismail
50250 Kuala Lumpur
Tel : 03-2692 4271
Fax : 03-2732 5388
AUDITORS
Ernst & Young
Chartered Accountants
Level 23A, Menara Milenium
Jalan Damanlela
Pusat Bandar Damansara
50490 Kuala Lumpur
SOLICITORS
Lee Hishammuddin Allen & Gledhill
PRINCIPAL BANKERS
Bumiputra-Commerce Bank Berhad
Commerce International Merchant Bankers Berhad
STOCK EXCHANGE LISTING
Main Board, Bursa Malaysia Securities Berhad
METACORP BERHAD
2006 ANNUAL REPORT
Corporate Structure
PROPERTY
DEVELOPMENT &
INVESTMENT
100%
Metacorp
Properties Sdn Bhd
100%
Metacorp
Development Sdn Bhd
100%
Exclusive
Skycity Sdn Bhd
100%
Landview
Tower Sdn Bhd
100%
Puncak
Gaya Sdn Bhd
100%
MTD Sadec Sdn Bhd
(Formerly known as
Taipanlink Sdn Bhd)
40%
Modal Ehsan
Sdn Bhd
ENERGY
70%
Seseni Energy
Services Sdn Bhd
100%
Seseni Energy
Services (Johor) Sdn Bhd
51%
Pendinginan
Megajana Sdn Bhd
OVERSEAS
100%
Metacorp Australia
Pty Ltd
50%
Whitsundays Hermitage
Pty Ltd
50%
Sinomast
Metacorp (Labuan) Ltd
OTHERS
100%
Metaurus Sdn Bhd
80%
Dimensi Timal Sdn Bhd
100%
Metacorp
Equity Sdn Bhd
SOLID WASTE
MANAGEMENT
CONSTRUCTION
& ENGINEERING
50%
E-Idaman Sdn Bhd
100%
Environment Idaman
Sdn Bhd
29%
ACP Industries Bhd*
*
Listed on Main Board, Bursa Malaysia
Securities Berhad
3
METACORP BERHAD
2006 ANNUAL REPORT
Board Of Directors’ Profile
DATO’ DR. NIK HUSSAIN BIN ABDUL RAHMAN
A Malaysian, aged 70, Dato’ Dr. Nik Hussain was appointed an Executive Director of
Metacorp Berhad on 1 February 2002 and redesignated as Group Executive Chairman on
28 February 2002. He is also a member of the Remuneration Committee.
Dato’ Dr. Nik Hussain holds a Bachelor in Dental Surgery from the University of Singapore.
He served in the Malaysian civil service as Deputy Minister of Works and Deputy Minister
of Telecommunications and Posts from 1976 to 1984 before venturing into business. Dato’
Dr. Nik Hussain is also the Group Executive Chairman of MTD Capital Bhd, Executive
Chairman of MTD InfraPerdana Bhd and ACP Industries Bhd. He also sits on the board of
several private limited companies.
Dato’ Dr. Nik Hussain is the father-in-law of Dato’ Azmil Khalili bin Dato’ Khalid, the Group
Managing Director and brother of Dato’ Nik Hassan bin Abdul Rahman, an Executive
Director. He is a major shareholder of the Company by virtue of his direct and indirect
interests in the Company.
DATO’ AZMIL KHALILI BIN DATO’ KHALID
Group Managing Director
A Malaysian, aged 46, Dato’ Azmil was appointed an Executive Director of Metacorp Berhad
on 1 February 2002 and redesignated as Group Managing Director on 28 February 2002.
Dato’ Azmil holds a Bachelor in Civil Engineering and a Master in Business Administration.
He had worked for Tarmac National Construction in the United Kingdom,Trust International
Insurance and Citibank NA prior to joining MTD Capital Bhd in 1993 as General Manager,
Corporate Planning. In 1996, he was appointed Group Managing Director. Dato’ Azmil is
also the Group Managing Director of MTD Capital Bhd, MTD InfraPerdana Bhd and ACP
Industries Berhad. He also sits on the board of several private limited companies.
Dato’ Azmil is the son-in-law of Dato’ Dr. Nik Hussain bin Abdul Rahman, the Group
Executive Chairman.
DATO’ NIK HASSAN BIN ABDUL RAHMAN
Non-Independent Executive Director
A Malaysian, aged 78, Dato’ Nik Hassan was appointed an Executive Director of Metacorp
Berhad on 27 June 2002. He is also a member of the Audit Committee.
Dato’ Nik Hassan has extensive experience in the public and private sectors. He served as
Principal Private Secretary to the first Prime Minister of Malaysia, the late YTM Tunku Abdul
Rahman Putra Al-Haj from 1957 to 1971 before being appointed as the Menteri Besar of
Terengganu from 1971 to 1974. He also served as a Director in Maybank and its group of
companies from 1978 to 1992. Dato’ Nik Hassan is also the Executive Director of MTD
Capital Bhd and Non-Executive Director of MTD InfraPerdana Bhd. He also sits on the
board of several private limited companies.
Dato’ Nik Hassan is the brother of Dato’ Dr. Nik Hussain bin Abdul Rahman, the Group
Executive Chairman.
Board Of Directors’ Profile (cont’d)
METACORP BERHAD
2006 ANNUAL REPORT
DATO’ YU WEN CHIEH
Senior Independent Non-Executive Director
A Malaysian, aged 69, Dato’ Yu was appointed an Independent Non-Executive Director of
Metacorp Berhad on 9 February 2002 and subsequently, as Senior Independent Non-Executive
Director on 1 August 2002. He is also the Chairman of the Audit Committee and Remuneration
Committee and a member of the Nomination Committee.
Dato’ Yu received his Fellowship Diploma in Civil Engineering from the Royal Melbourne
Institute of Technology in 1961, and is a member of the Institute of Engineers, Malaysia and a
Professional Engineer registered with the Board of Engineers, Malaysia. His last position prior to
his retirement in 1991 was Director-General of Malaysian Highway Authority. Dato’ Yu is also a
Senior Independent Non-Executive Director of MTD Capital Bhd.
ADIBAH KHAIRIAH BINTI ISMAIL @ DAUD
A Malaysian, aged 41, Puan Adibah was appointed an Independent Non-Executive Director
of Metacorp Berhad on 1 February 2002. She is also a member of the Audit Committee,
Remuneration Committee and Nomination Committee.
Puan Adibah received her Bachelor in Commerce from the Australian National University in
1988. She is a qualified Chartered Accountant and is a member of the Malaysian Institute of
Accountants.
She served with Coopers & Lybrand, Public Accountants, from 1988 to 1994, Sapura Holdings
Sdn Bhd as Audit Manager from 1994 to 1997 and Sapura Industrial Berhad as Head of Internal
Audit from 1997 to 1999. She is also an Independent Non-Executive Director of MTD Capital
Bhd and a Director of Kesas Holdings Bhd. She also sits on the board of several private limited
companies.
DATO’ IR. A. RASHID BIN OMAR
A Malaysian, aged 57, Dato’ Rashid was appointed an Independent Non-Executive Director of
Metacorp Berhad on 18 October 2005. He is also the Chairman of the Nomination Committee
and a member of the Audit Committee and Remuneration Committee.
Dato’ Rashid holds a Bachelor of Science (Engineering-Civil) from the University of Glasgow,
Scotland. He is a Fellow member of the Institute of Engineers, Malaysia and a Professional
Engineer registered with the Board of Engineers, Malaysia. He served in the Ministry of Works,
Malaysia and Public Works Department (PWD), Malaysia from 1975 till 2005. His last position
prior to his retirement in 2005 was Director Management Corporate Branch of PWD, Malaysia.
Dato’ Rashid is also an Independent Non-Executive Director of ACP Industries Berhad.
Notes:1. Saved as disclosed, none of the Directors have any family relationship with any Directors and/or substantial shareholders of the Company.
2. None of the Directors have any conflict of interest with the Company.
3. None of the Directors have been convicted of any offence within the past 10 years other than traffic offences.
4. More than one third of the Board comprises Independent Directors.
METACORP BERHAD
2006 ANNUAL REPORT
Report Of The Audit Committee
MEMBERSHIP AND MEETINGS
The Audit Committee comprises the following members and details of attendance of each member at meetings held during
the financial year ended 31 March 2006 are as follows:
Members
Number of meetings held
Attendance
Chairman, Senior Independent Non-Executive Director 5
5
Dato’ Nik Hassan bin Abdul Rahman Non-Independent Executive Director
5
4
Independent Non-Executive Director Dato’ Mustaffa bin Mohd (Resigned on 16 June 2005)
5
5
1*
0
Dato’ Ir. A. Rashid bin Omar (Appointed on 18 October 2005)
2*
2
*Reflects the number of meetings held during the time the Director held office
TERMS OF REFERENCE
d. determine the quality, adequacy and effectiveness of
the Group’s control environment.
1. Objectives
2. Composition
The principal objective of the Audit Committee is to
assist the Board of Directors (the “Board”) in discharging
its statutory duties and responsibilities relating to
accounting and reporting practices of the Company
and its subsidiaries (the “Group”). Specifically, the Audit
Committee shall: a. evaluate the quality of the audits performed by the
internal and external auditors;
b. provide assurance that the financial information
presented by management is relevant, reliable and
timely;
c. oversee compliance with laws and regulations and
observance of a proper code of conduct; and
The Audit Committee shall be appointed by the Board
from among their number and shall comprise not fewer
than three members, the majority of whom shall be
independent directors.
At least one member of the Audit Committee shall
be: a. a member of the Malaysian Institute of Accountants
(“MIA”); or
b. if he is not a member of the MIA, he must have at
least 3 years of working experience and:
i. he must have passed the examinations specified
in Part I of the First Schedule of the Accountants
Act 1967; or
Report Of The Audit Committee (cont’d)
ii. he must be a member of one of the associations
of accountants specified in Part II of the First
Schedule of the Accountants Act 1967; or
c. fulfils such other requirements as prescribed by
the Bursa Malaysia Securities Berhad (“Bursa
Securities”).
The members of the Audit Committee shall elect
a Chairman from amongst themselves who is an
Independent Director. No alternate Director of the
Board shall be appointed as a member of the Audit
Committee. All members of the Audit Committee,
including the Chairman, will hold office only so long
as they serve as Directors of the Company. Should
any member of the Audit Committee cease to be a
director of the Company, his membership in the Audit
Committee shall cease forthwith. In the event of
any vacancy in the Audit Committee resulting in the
non-compliance of the Listing Requirements of Bursa
Securities (the “Listing Requirements”), the Audit
Committee shall ensure that the vacancy is filled within
three months.
The Board shall review the term of office and
performance of Audit Committee and each of its
members at least once in every three years.
3. Meetings
METACORP BERHAD
2006 ANNUAL REPORT
4. Secretary
The Secretary of the Audit Committee shall be the
Company Secretary.
The Secretary shall be responsible for drawing up
the agenda with concurrence of the Chairman and
circulating it, supported by explanatory documentation
to members of the Audit Committee prior to each
meeting.
The Secretary shall also be responsible for keeping the
minutes of meetings of the Audit Committee, circulating
them to members of the Audit Committee and to the
other members of the Board.
5. Authority
The Audit Committee shall, in accordance with a
procedure to be determined by the Board and at the
expense of the Company,
a. be authorised to investigate any activity within its
terms of reference. All employees shall be directed
to co-operate as requested by members of the
Audit Committee;
b. have full and unrestricted access to any information
pertaining to the Company or the Group;
The Audit Committee shall meet at least four times a
year. In addition, the Chairman may call for additional
meetings at any time at the Chairman’s discretion.
The Audit Committee may also invite any officer or
employee of the Group to be in attendance to assist
in its deliberations. At least once a year the Audit
Committee shall meet with the external auditors
without any executive board member present.
c. obtain outside legal or other independent
professional advice and secure the attendance of
outsiders with relevant experience and expertise if
necessary;
The quorum for each meeting shall be two members,
majority of whom present shall be Independent
Directors.
c. be able to make relevant reports when necessary
to the relevant authorities if a breach of the Listing
Requirements occurs.
d. be able to convene meetings with the external
auditors, without the attendance of the executive
Board members, whenever necessary; and
METACORP BERHAD
2006 ANNUAL REPORT
6. Duties and Responsibilities
The duties and responsibilities of the Audit Committee
are: a. to review the quarterly, and annual financial
statements prior to the approval by the Board,
focusing on:• any significant changes to accounting policies
and practices;
• significant adjustments arising from the audits;
• compliance with the applicable approved
accounting standards and other legal
requirements; and
• the going concern assumption;
b. to review any related party transaction and conflict
of interest situation that may arise within the Group
including any transaction, procedure or course
of conduct that raises questions of management
integrity;
c. to review and monitor the effectiveness of internal
control system;
d. to review the extent of compliance with established
internal policies, standards, plans, procedures, laws
and regulations;
e. to obtain assurance that proper plans for control
have been developed prior to the commencement
of major areas of change within the Group;
f. to review with the internal and external auditors
the nature and scope of the audit plan and audit
report;
g. to review any matters concerning the appointment
and re-appointment, audit fee and any questions of
resignation or dismissal of external auditors;
h. to review and evaluate factors related to the
independence of internal and external auditors and
assist them in preserving their independence;
i. to review internal and external auditors’ findings
arising from audits, particularly any comments and
responses in management letters as well as the
assistance given by the employees of the Group in
order to be satisfied that appropriate action is being
taken;
j. to recommend to the Board steps to improve the
system of internal control derived from the findings
of the internal and external auditors and from the
consultations of the Audit Committee itself;
k. to review with the external auditors the Statement
on Internal Control of the Group for inclusion in the
annual report;
l. to prepare the annual Audit Committee report to
the Board which includes the composition of the
Audit Committee, its terms of reference, number of
meetings held, a summary of its activities and the
existence of an internal audit function and a summary
of the activities of that function for inclusion in the
annual report;
m. to review the performance of the internal audit
function and feedback to the Board when necessary;
and
n. to carry out any other function that maybe mutually
agreed upon by the Audit Committee and the Board
when deem necessary and appropriate.
SUMMARY OF ACTIVITIES OF THE AUDIT
COMMITTEE
During the financial year under review, the Audit
Committee carried out its duties as set out in the terms of
reference and the activities are summarised as follows: • reviewed the external auditors’ scope of work
and audit plan for the year. Prior to the audit,
representatives from the external auditors presented
their audit strategy and plan.
• reviewed with the external auditors the results of
the audit, the audited financial statements and the
management letter.
• recommended for the Board’s consideration the
re-appointment of external auditors and the audit
fees.
• reviewed the quarterly financial statements and
annual audited financial statements of the Group
before recommending them for approval of the
Board;
• reviewed the internal audit reports presented by
internal auditors and discussed on management’s
actions taken to improve the system of internal
control and any outstanding matters.
• reviewed the Statement on Internal Control and its
recommendations to the Board for inclusion in the
Annual Report;
• reviewed related party transactions of the Company
and of the Group; and
• verified the allocation of Employee Share Option
Scheme (“ESOS”) options during the year to ensure
that this was in compliance with the allocation
criteria set and in accordance with the bye-laws of
the ESOS.
INTERNAL AUDIT FUNCTION
The Internal Audit Function is carried out by the Group
Internal Audit Department (the “Group IAD”) of MTD
Capital Bhd, the holding company. Group IAD assists the
Audit Committee in discharging its duties and responsibilities,
and is independent of the activities they audit. The primary
role of the department is to undertake independent, regular
and systematic review of the system of internal control
within the Group, so as to provide reasonable assurance
that such system is sound, and that established policies and
METACORP BERHAD
2006 ANNUAL REPORT
procedures are adhered to and continue to be effective and
satisfactory.
The Group IAD adopts risk-based approach when
establishing its audit plan and strategy. During the year, the
internal auditors had carried out audits according to the
internal audit plan, which had been approved by the Audit
Committee.
The reports from the audits undertaken were forwarded to
the management with audit recommendations for attention
and necessary corrective actions. The management is
responsible for ensuring the corrective actions on reported
weaknesses are taken within appropriate time frame. The
reports with management responses were presented to
the Audit Committee for deliberation.
METACORP BERHAD
2006 ANNUAL REPORT
10
Statement On Corporate Governance
The Board of Directors (“Board”) recognises the conformance to Malaysian Code on Corporate Governance (“the Code”)
is of critical importance to safeguard the interest of investors or shareholders and enhance the value of the Company’s
assets.The Board is committed to support the Code to promote transparency, accountability and integrity through Metacorp
Group (“Group”) to build and maintain corporate credibility and investors’ confidence in the capital market.
The Board has embedded in the Group a framework of structures and systems geared towards enhancing, strengthening and
maintaining high standards of corporate governance applicable to the business and activities of the Group. The framework is
also intended to direct the Group towards attainment of sound business practices and strengthening its resources to manage
the challenges ahead of the Company’s on-going rationalisation exercise and prospective investments.
The Board is pleased to report on the corporate governance practices in the Group pursuant to the Code for the financial
year ended 31 March 2006.
A.DIRECTORS
Al.
The Board
The Board, with its collective overall responsibility and
leadership in the strategic affairs of the Group, plays a
key role in the entrenchment of the culture of good
corporate governance in the Group by charting the
vision and mission of the Group to guide in the
process of strategic decision making and establishment
of organisational goals. The organisational goals are
translated into realistic and measurable objectives
for the division and department whereby integrated
activities are identified and implemented to achieve goal
congruence in maximising overall effectiveness of the
entire Group.
The Board established inter alia the following
committees: Audit Committee, Nomination Committee,
Remuneration Committee and Management Committee
(collectively referred to as “Board Committees”).
The Board has delegated certain functions and
responsibilities to the Board Committees within clearly
defined limits of authority and guidelines specified in the
terms of reference of the respective Board Committees.
The Board Committees are either empowered to
act independently or on behalf of the Board and the
Chairman of the respective Board Committees reports
to the Board on the outcome of the committee
meetings.
There is a schedule of key business matters reserved
specifically for the Board’s deliberation which includes
Group’s acquisitions and disposals of businesses and
assets of a substantial value; changes to the management
and control structure within the Group including key
policies; major investments; decision on financial
matters and financial results; dividend payment; and
corporate plans and exercises. The Board delegated
to the Management Committee the responsibility for all
aspects of the management and decision on all
transactions and matters relating to the Group’s core
businesses and existing investments within the authority
determined by the Board. The Management Committee
meets regularly to discuss and deliberate the Group’s
business operation, management, performance, key
strategic initiatives and investments.
The Management Committee is supported by a
management team with the requisite experience and
skills and headed by the Group Managing Director.
The Board adopts policies and procedures including
Delegation of Authority Limit, with clearly defined
corporate objectives and authority limits to guide the
management in the achievement of effective operation
within the Group and whereby, the achievement of the
goals and objectives by the management are measured.
Statement On Corporate Governance (cont’d)
METACORP BERHAD
2006 ANNUAL REPORT
Appointment, training and succession plan framework
is in place in the Group with focus on key management
positions and objective of identifying and developing an
internal pool of talents as successors to grow with the
Company. The succession plan of the Group is based on
competency profiling to nurture further the talents of
management and maintain leadership continuity.
The roles of the Chairman and the Group Managing
Director are distinct and separated with clear division
of responsibilities to ensure a balance of power and
authority. The roles of the Chairman and the Group
Managing Director are clearly defined in the Board
Charter. The Chairman is responsible for leading the
Board to ensure its effectiveness, conduct and integrity
and good corporate governance within the Group as
well as maintaining effective communication between
shareholders/investors and the Board. The Group
Managing Director has the overall responsibilities of
managing efficiently and effectively the operation and
A2. Composition of the Board
The Board has six (6) members and comprises three
(3) Non-Independent Executive Directors and three (3)
Independent Non-Executive Directors in compliance
with Paragraph 15.02 of the Bursa Malaysia Securities
Berhad (“Bursa Securities”) Listing Requirements
(“Listing Requirements”). The Board believes that the
size and composition of the Board is optimal for the
effectiveness of the Board, ensures no individual director
or group of directors can dominate the decision of the
Board and there is effective representation for minority
shareholders of the Company. A brief profile of each
Director is set out on page 4 to 5 of the Annual
Report.
A3. Board Balance
The composition of the Board is well balanced with an
effective mix of Executive Directors and Non-Executive
Directors. Collectively, the Board members possess a
wide range of experience with diverse background in
business, financial, legal, technical and business acumen
to deal with the strategic direction, investment and
management of the Group.
The Non-Executive Directors (including Independent
Non-Executive Directors) are independent of the
management and free from any business or other
relationship which could materially interfere with the
exercise of their independent judgement in the Board, to
ensure a balance of power and authority and promotes
objective decision making in the best interest of the
Group. Dato’ Yu Wen Chieh is the Senior Independent
Non-Executive Director to whom concerns may be
conveyed.
performance of the Group, implementation of policies
and procedures and decision of the Board, feedback,
explain and clarify to the Board on matters pertaining
to the business and operation of the Group.
A4. Board Meetings
Board Meetings for each calendar year are scheduled at
the beginning of the year. The Board meets regularly on
a quarterly basis with additional meetings convened as
and when necessary to consider business of the Group
that require urgent decision of the Board. For the
financial year ended 31 March 2006, the Board met five
times. The record of attendance of each Director is set
out in the Statement Accompanying Notice of Annual
General Meeting (“AGM”).
All Directors are provided with formal notice and agenda
of meeting approved by the Chairman, in sufficient time
prior to the meeting to enable the members of the
Board to deal with the matters to be discussed. Other
Board members are free to suggest items for inclusion
on the agenda. During the course of a meeting, the
agenda facilitates the effective conduct of meetings by
the Chairman. The Chairman ensures the Directors
are given ample opportunity to express their views and
opinions during Board meetings. Constructive debate on
issues before the Board is always encouraged and given
due analysis and deliberation. Besides Board meetings,
consultation and sharing of expertise and experience
between Directors are freely and frequently held and the
Board exercises control on matters that require Board’s
11
METACORP BERHAD
2006 ANNUAL REPORT
12
approval through circulation of Directors’ Resolutions. In
the event of any potential conflict of interest situation,
the Directors concerned will make a declaration to that
effect immediately and will abstain from deliberation and
decision making process in the matters in which they
are interested. The proceedings and resolutions passed
at each Board meetings are minuted down by the
Company Secretaries and kept in the statutory register
at the registered office of the Company.
A6. Appointment of Directors
The Nomination Committee was established on 22
August 2003. The Board is responsible for filling any
vacancies on the Board and has delegated to the
Nomination Committee the tasks to assists the Board
to identify, evaluate and recommend new candidates
for appointment to the Board. Other duties and
responsibilities of the Nomination Committee defined
in its terms of reference include assessment of the
effectiveness of the Board and its individual members,
members who are seeking re-election to the Board at
A5. Supply of Information
the AGM, size, composition and the appropriate mix of
skills and experience and other qualities of the Board,
including core competencies which Directors bring
to the Board. The Nomination Committee conducts
formal annual review and assessment of the Board and
its members.
Board papers detailing the relevant information on the
matters to be discussed and quarterly financial reports
are enclosed together with the agenda of Board meetings,
for the Directors’ understanding of the matters to be
considered and dealt at the meeting. Senior Management
staffs are invited to attend Board and Audit Committee
meetings to provide additional insight into the matters
to be discussed. Information provided to the Board
include amongst others, progress reports on business
operations or projects, details on business propositions
and corporate proposals, documentation of professional
advice by solicitors or advisers and new guidelines issued
by Bursa Securities.
The Nomination Committee composed exclusively of
Independent Non-Executive Directors. The members
are as follows: Dato’ Ir. A. Rashid - Chairman, Independent
bin Omar Non-Executive Director
(Appointed on 18 October 2005)
Dato’ Mustaffa - Chairman, Independent
bin Mohd Non-Executive Director
All Directors have unrestricted access to information of
the Group and on an on-going basis, Directors interact
with the management team to seek further information,
updates or explanation on any aspect of the Group’s
operations or businesses. Any Director may engage
independent professionals at the Group’s expense to
secure knowledge or advice on specific issues to enable
the individual Director or the Board as a whole, in
deliberation and decision making.
The Directors have access to the advice and services
of qualified Company Secretaries in the course of
discharging their duties and fulfilling their obligations to
statutory requirements, Listing Requirements or other
regulations, whether as a full board or in their individual
capacity. Any appointment or removal of secretary
should be a matter for the Board as a whole.
(Resigned on 16 June 2005)
Dato’ Yu Wen Chieh - Senior Independent
Non-Executive Director
Adibah Khairiah - Independent
binti Ismail @ Daud Non-Executive Director
A7. Re-Election of Directors
In accordance with the Company’s Articles of Association,
Directors who are appointed by the Board to fill a casual
vacancy shall hold office only until the next following
AGM and shall then be eligible for re-election but shall
not be taken into account in determining the Directors
who are to retire by rotation at the meeting. The Articles
also provide that one-third (1/3) of the Directors or the
number nearest to one-third (1/3) with a minimum of
one, shall retire from office at every AGM and if eligible,
may offer themselves for re-election. Each Director shall
retire from office at least once in every three (3) years.
The Group Managing Director shall retire from office at
least once every three (3) years, but shall be eligible for
re-election.
Directors over 70 years of age are required to submit
themselves for re-appointment as a Director annually in
accordance with Section 129(6) of the Companies Act,
1965.
The details of Directors standing for re-election at
the forthcoming AGM are set out in the Statement
Accompanying Notice of AGM.
A8. Directors’ Training
All the Directors have attended the Mandatory
Accreditation Programme, Group Induction Program
and accredited Continuing Education Programmes
(“CEP”) pursuant to the Listing Requirements and
accumulated the required CEP points. In the spirit of
continuous education for Directors, the Company will
on a continuous basis, evaluate and determine the
training needs of its Directors to discharge their duties
as Director in an effective manner.
The Company had organised a one day in-house training
on “Corporate Governance, Risk Management, Total
Audit Solution” conducted by CG Board Asia Pacific Sdn
Bhd during the financial year ended 31 March 2006. All
Directors attended the aforementioned training except
Dato’ Nik Hassan bin Abdul Rahman, due to other
commitment.
METACORP BERHAD
2006 ANNUAL REPORT
Puan Adibah Khairiah attended a 2 day seminar on FRS
Update conducted by Ernst & Young.
B.
DIRECTORS’ REMUNERATION
The Remuneration Committee was established on
1 August 2002. Its members comprise mainly of
Independent Non-Executive Directors.
The
Remuneration Committee annually review the
remuneration packages of the Executive Directors
and submits its recommendations to the Board for
approval. The Remuneration Committee and the
Board are mindful that the remuneration packages for
the Executive Directors should be attractive and fairly
compensate high quality individuals in the Board, to lead
the Group successfully, is reflective of the individual’s
achievements, contribution and proportion of time
commitment towards the growth and profitability of
the Group during the financial year under review. The
remuneration packages are also linked to the Group’s
policies and benchmarked against market practices to be
competitive. None of the Executive Directors participate
in any way in determining their individual remuneration.
The determination of the remuneration packages for
Non-Executive Directors is a matter to be decided
by the Board as a whole and the individual Director
concerned abstains from deliberation and decision on
their individual remuneration. The Company reimburses
expenses incurred by the Directors in the course of
their duties as Directors.
The fees payable to the Directors will be recommended
by the Board for approval by shareholders at the AGM.
The members of the Remuneration Committee are as
follows: Dato’ Yu Wen Chieh
- Chairman, Senior Independent Non-Executive Director
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METACORP BERHAD
2006 ANNUAL REPORT
Dato’ Dr. Nik Hussain bin - Non-Independent
Abdul Rahman Executive Director
C.RELATIONSHIP WITH SHAREHOLDERS/
INVESTORS
Dato’ Ir. A. Rashid bin Omar - Independent Non(Appointed on 18 October 2005) Executive Director
The Board recognises the importance of timely disclosure
of accurate and clear material information towards
building and maintaining corporate credibility and
investors’ confidence. Immediate disclosure of material
information to the market are made through Bursa
Securities pursuant to mandatory obligation under the
Listing Requirements, to provide investors equal access
to material information which is expected to have a
material effect on the price, value, market activity of the
Company’s securities and also, the decision of investors
in determining their choice of action. Information on
the Group’s businesses, corporate developments and
overview of the Group’s performance are disclosed in
the Company’s Annual Report, financial statements and
circulars.
Adibah Khairiah binti
- Independent NonIsmail @ Daud Executive Director
Dato’ Mustaffa bin Mohd
- Independent Non(Resigned on 16 June 2005) Executive Director
1. The aggregate remuneration of the Directors categorised
into appropriate components during the financial year
ended 31 March 2006 is as follows:
Executive Non-Executive
Directors
Directors
Total
RM (‘000)
RM (‘000) RM (‘000)
Salaries
287
-
287
Fees
89
96
185
Bonuses, 147
-
147
523
96
619
Benefits-in-kind
The AGM remains the principal forum for dialogue with
shareholders where shareholders have reasonable time
to discuss on the Group’s businesses and developments.
Press briefing is normally held after the AGM for release
of material information on the developments and
prospects of the Company to the public.
and Others
Total
2. The number of Directors whose total remuneration
from the Group falls within the following bands are as
follows:Number of Directors
Non-
The Company maintains a website at www.metacorp.
com.my which provides information on the Company
and facilitates communication between shareholders/
public with the Company.
The Company also conducts road shows and holds
regular dialogues or briefings with institutional
investors, fund managers and investment analysts to
foster understanding about the Group’s businesses,
developments and prospects.
Executive Executive Total
Below RM50,000
1
4
5
RM150,001 to RM200,000
1
-
1
RM300,001 to RM350,000
1
-
1
D.ACCOUNTABILITY AND AUDIT
(i) Financial Reporting
In presenting the annual financial statements and
quarterly financial results, the Board has ensured that
the Group adopts appropriate accounting policies
and standards and consistently applied prudent
judgements supported by reasonable estimates
so that the financial statements represent a true
and fair assessment of the Company and Group’s
financial position. The Board vested responsibilities
on the Audit Committee to review and assess the
accuracy and adequacy of all the information to be
disclosed and ensure that the financial statements
are in compliance with the Companies Act, 1965,
Listing Requirements and the applicable approved
accounting standards in Malaysia.
METACORP BERHAD
2006 ANNUAL REPORT
audit findings or other relevant audit and accounting
issues. The Audit Committee also meets with the
external auditors, whenever it deems necessary.
A summary of activities of the Audit Committee
during the financial year is set out in the Audit
Committee Report on page 6 to 9 of the Annual
Report.
ADDITIONAL COMPLIANCE STATEMENT
Utilisation of Proceeds
The Directors’ Responsibilities for the financial
statements is set out on page 16 of the Annual
Report.
(ii)Internal Control
The Board acknowledges the responsibility for
maintaining a sound and effective system of internal
control and the review of its adequacy and integrity
to safeguard shareholders’ investment and the
Group’s assets. There is in place an on-going process
for identifying, evaluating, monitoring and managing
the significant risks affecting the achievement of
its business objectives and the process is regularly
reviewed by the Board. The Statement on Internal
Control is set out on page17 to 18 of the Annual
Report.
(iii)Relationship with Auditors
The Board, through the Audit Committee, maintains
a formal and transparent relationship with its
external auditors, Messrs Ernst & Young in seeking
their professional advice and ensuring compliance
with the accounting standards of Malaysia. The
Audit Committee meets with the external auditors,
without the presence of the Executive Directors
at least once a year, to encourage the external
auditors to raise discussion on potentially adverse
audits issues at a relatively early stage and to allow
the external auditors to broach sensitive problems
in an uninhibited manner pertaining to audit plan,
The Company had completed the sale of Metramac
Corporation Sdn Bhd (“Metramac”) to MTD InfraPerdana
Bhd on 1 December 2005 for a total cash consideration of
RM245.0 million. As at 31 July 2006, the proceeds from the
disposal was utilised as follows:
Utilisation Approved
Utilisation
RM’000
Amount
Utilised
RM’000
Repayment of inter-company 148,650
loans to Metramac
148,650
Repayment of borrowings
16,000
16,000
Working capital 80,350
28,491
245,000
193,141
Total
Share Buy-Back
During the financial year, the Company did not enter into
any share buy-back transactions.
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METACORP BERHAD
2006 ANNUAL REPORT
Options, Warrants or Convertible Securities
Material Contracts
During the financial year, there were no options exercised
pursuant to the Employee Share Option Scheme. The
Company has not issued any warrants or convertible
securities during the financial year.
There were no material contracts entered into by the
Company and its subsidiaries involving Directors and major
shareholders’ interests during the financial year.
Revaluation Policy
American Depository Receipt (“ADR”)
or Global Depository Receipt (“GDR”)
Programme
The Company does not have a revaluation policy on landed
properties.
During the financial year, the Company did not sponsor any
ADR or GDR programme.
Recurrent
(“RRPT”)
Imposition of Sanctions and/or Penalties
The information on RRPT for the financial year is set out in
the financial statements.
There were no sanctions and/or penalties imposed on the
Company and its subsidiaries, directors or management by
the relevant regulatory bodies during the financial year.
Non-Audit Fees
The amount of non-audit fees paid and payable to the
external auditors by the Group for the financial year is
RM56,492.
Variation in Results
There was no material variation between the audited
results for the financial year ended 31 March 2006 and the
announced unaudited results.
Profit Guarantee
During the financial year, the Company did not provide any
profit guarantee nor is there any profit guarantee given to
the Company.
Related
Party
Transactions
DIRECTORS’ RESPONSIBILITIES FOR THE
FINANCIAL STATEMENTS
The Board is responsible for ensuring that the annual audited
financial statements of the Company and the Group have
been properly drawn up in accordance with the applicable
approved accounting standards in Malaysia, the provisions
of the Companies Act, 1965 and the Listing Requirements
of Bursa Securities so as to give a true and fair view of the
state of affairs of the Company and the Group.
In preparing the financial statements, the Directors have:• adopted appropriate accounting policies and applied
them consistently;
• made judgements and estimates that are reasonable
and prudent; and
• ensured that the applicable accounting standards have
been followed.
The Board has a general responsibility in ascertaining and
taking adequate measures that are reasonably open to
them to safeguard the assets of the Group and to prevent
and detect fraud and other irregularities.
METACORP BERHAD
2006 ANNUAL REPORT
Statement On Internal Control
Introduction
The Malaysian Code on Corporate Governance requires the board of listed companies to maintain a sound system of internal
control to safeguard shareholders’ investments and the Company’s assets. Paragraph 15.27(b) of the Listing Requirements of
Bursa Malaysia Securities Berhad requires the Board of Directors (the “Board”) of listed companies to include a statement
in their annual report about the state of their internal control. Paragraph 15.24 of the Listing Requirements states that the
external auditors must review the statement made by the Board with regard to the state of internal control and reports the
results thereof to the Board.
Board Responsibility
The Board acknowledges that it is responsible for the
Company and its subsidiaries’ (the “Group”) system of
internal control (“Group Internal Control System”) and the
review of its adequacy and integrity.
The Group Internal Control System manages but does
not eliminate the risk of failure to achieve business
objectives. The Group Internal Control System provides
only reasonable but not absolute assurance against material
misstatement, loss or fraud.
The Board has in place an ongoing process, for identifying,
evaluating, monitoring and managing the significant risks
affecting the achievement of its business objectives
throughout the period. The process is regularly reviewed
by the Board and accords with the Statement on
Internal Control: Guidance for Directors of Public Listed
Companies.
Enterprise Risk Management (ERM)
In the year under review, the Risk Management Committee
(RMC) gradually shifts its role in tandem with the Group’s
on-going rationalisation exercise to streamline its businesses
and management of assets. There was a marked change
in direction of the Company as it’s diversification exercises
gain momentum as it ventures into overseas markets.
The existing business model is enhanced to manage the
challenges and mitigate the risks of the Group’s on-going
rationalisation exercise and consideration of prospective
businesses according to “identification and assessment”
concept.
The key components of the concept encompass strategic,
operational, financial, and strategic risks. For overseas
projects under consideration, additional concepts such as
political, currency, business environment and regulatory
risks were included in the decision making models. RMC in
consultation with the Board believes that the Board is well
informed in formulating its own decision making on issues/
areas concerning these matters.
A dedicated stand-alone Risk Management Unit (RMU) is
envisaged to adopt a more uniform system within the Group
by providing additional comprehensive tools to assist RMC in
assessing existing businesses and prospective opportunities
and risks in the domestic and overseas markets.
Audit Committee (AC)
The Audit Committee, which is chaired by a senior
independent non-executive director reviews the internal
control issues identified by the Group IAD, the external
auditors, regulatory authorities and management. The AC
also evaluates the adequacy and effectiveness of the Group
Internal Control System.
Internal Audit Function
The Internal Audit Function is carried out by the Group
IAD of MTD Capital Bhd, the holding company. The Group
IAD independently carries out its function and provides the
Audit Committee and the Board with the assurance on the
adequacy and integrity of the system of internal control.
The Group IAD reviews the internal controls in the activities
of the Group’s businesses based on the annual audit plan.
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METACORP BERHAD
2006 ANNUAL REPORT
The annual audit plan is reviewed and approved by the Audit
Committee and the findings of the audits are submitted to
the Audit Committee for review at their periodic meetings.
The Group IAD adopts a risk-based approach and prepares
its strategy and plan based on the risk profiles of the business
units of the Group.
Statement On Internal Control (cont’d)
• Training and development is emphasised and
supported in the Group to enhance the quality, ability
and competencies of employees in the achievement of
the Group’s objectives.
• Regular visits to operating units by senior management
and internal auditors.
Other Key Elements of Internal Control
Conclusion
Apart from the above, the other key elements of the Group
Internal Control System include: • Clear definition of responsibilities of Board, Group
Executive Chairman, Group Managing Director, Board
Committees and operating units through well defined
terms of references, position descriptions, organisation
structure and authority levels for all aspects of the
business as set out in the Board Charter and Limits of
Authority.
• Policies and procedures manuals for key processes
are documented and regularly updated for application
across the Group.
• Where appropriate, certain companies have the ISO
accreditation for their operational processes.
• Comprehensive systems of operations and financial
reporting to the Board based on quarterly results and
annual budgets. In the event of variances, measures are
followed up and subsequent action proposed or taken.
• Provisions of regular and comprehensive information
to management and employees.
• Management Committee Meetings are held on a
regular basis to identify, discuss and resolve strategic,
operational, financial and key management issues.
• Proper guidelines for hiring and termination of staff,
and annual performance appraisal system are in place.
The Board is of the view that the system of internal control
instituted throughout the Group is sound and effective.
Notwithstanding this, reviews of all control procedures
will be continuously carried out to ensure the ongoing
effectiveness and adequacy of the system of internal control,
so as to safeguard shareholders’ investment and the Group’s
assets.
As required by paragraph 15.24 of the Listing Requirements
of the Bursa Malaysia Securities Berhad, the external auditors
have reviewed this Statement on Internal Control. Their
review was performed in accordance with ‘Recommended
Practice Guide (RPG) 5’ issued by the Malaysian Institute of
Accountants. Based on their review, the external auditors
have reported to the Board that nothing has come to their
attention that causes them to believe that this Statement
is inconsistent with their understanding of the process
the Board has adopted in the review of the adequacy and
integrity of internal control of the Group.
METACORP BERHAD
2006 ANNUAL REPORT
Group 5-year Financial Highlights
Revenue ( RM’000 )
Group Pre-Tax Profit ( RM’000 )
127.27
116.44
112.30
110.80
95.15
42.07
34.70
20.00
(32.70)
(108.83)
2002
2001
2003/2004
2005
2006
2001
2002
2003/2004
2005
2006
Group Shareholder’s Fund ( RM’000 )
Earnings Per share ( Sen )
530.30
479.40
444.70
453.95
332.73
0.04
0.03
0.01
(0.07)
(0.17)
2001
2002
2003/2004
2001
2006
2005
Net Tangible Assets Per Share ( RM )
0.68
0.62
0.61
0.57
0.49
2001
2002
2003/2004
2005
2006
2002
2003/2004
2005
2006
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METACORP BERHAD
2006 ANNUAL REPORT
Group Executive Chairman’s Statement
Penyata Pengerusi Eksekutif Kumpulan
Dear Valued Shareholders,
On behalf of the Board of Metacorp, I am pleased
to present to you the Twenty-Third Annual
Report and Financial Statements of the Group
and the Company for financial year ended 31
March 2006.
Para Pemegang Saham Yang Dihargai,
Dato’ Dr. Nik Hussain Bin Abdul Rahman
Group Executive Chairman / Pengerusi Eksekutif Kumpulan
Taman Tasik Utama Ayer Keroh, Melaka
Bagi pihak Lembaga Pengarah Metacorp, saya
dengan sukacita membentangkan kepada anda
Laporan Tahunan dan Penyata Kewangan Kedua
Puluh Tiga Kumpulan dan Syarikat bagi tahun
kewangan berakhir 31 Mac 2006.
Group Executive Chairman’s Statement (cont’d)
METACORP BERHAD
2006 ANNUAL REPORT
Penyata Pengerusi Eksekutif Kumpulan (samb.)
Financial Performance
The year in review remained
a difficult one for the Group.
Group revenue of RM95.1 million
was 18 % lower than the previous year’s
RM116.4 million due to the disposal of its toll
concession subsidiary, Metramac Corporation Sdn
Bhd (Metramac). In connection with the disposal,
the Company had to make a provision for potential
damages of RM94.6 million being the potential claimed by
MTD InfraPerdana Bhd (MTD Infra) for fundamental breach of
its representations and warranties to MTD Infra and the terms of
the Share Sale Agreement dated 10 December 2004, in the event that
the outcome of the appeal by Metramac to the Federal Court against
the Court of Appeal judgment on 12 January 2006 is not favourable. In
addition, the Group’s share of loss in its associate, ACP Industries Berhad (ACPI)
increased to RM30.3 million. Unfortunately, ACPI‘s loss had continued for the
third consecutive year. Consequently, the Group recorded a loss before tax of RM108.8
million compared to profit before tax of RM20.0 million in the previous year.
Prestasi Kewangan
Tahun yang ditinjau adalah satu tahun yang sukar bagi Kumpulan. Hasil Kumpulan sebanyak RM95.1
juta adalah 18 % lebih rendah berbanding RM116.4 juta pada tahun sebelumnya kesan daripada penjualan
syarikat subsidiari konsesi tolnya, Metramac. Sehubungan dengan penjualan tersebut, Syarikat telah membuat
peruntukan kemungkinan tuntutan ganti rugi sebanyak RM94.6 juta yang merupakan kemungkinan tuntutan oleh
MTD Infra ke atas kemungkiran asas terhadap perwakilan dan jaminan kepada MTD Infra dan terma-terma Perjanjian
Penjualan Saham bertarikh 10 Disember 2004, jika keputusan rayuan oleh Metramac kepada Mahkamah Persekutuan
terhadap penghakiman Mahkamah Rayuan pada 12 Januari 2006 tidak menyebelahinya. Selain itu, bahagian kerugian
Kumpulan dalam syarikat bersekutunya, ACPI telah meningkat kepada RM30.3 juta. Malangnya, ACPI terus mencatat kerugian
untuk tiga tahun berturut-turut. Kesan daripada itu, Kumpulan mencatat kerugian sebelum cukai sebanyak RM108.8 juta berbanding
keuntungan sebelum cukai sebanyak RM20.0 juta pada tahun sebelumnya.
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METACORP BERHAD
2006 ANNUAL REPORT
Dividend
In view of the adverse impact of the loss on the Company’s
retained earnings, the Company is not in a position to
declare dividend for the financial year ended 31 March
2006 (2005 : 1.0 sen per share less 28.0 % income tax).
Property Development
Earnings for the property development division continued
to come from the sale of residential and commercial/
industrial properties at its flagship project, Taman Tasik
Utama (TTU), Ayer Keroh, Malacca, and from rental and
property investment activities.
A softening of the property market in the last quarter
of 2005, due in part to rising oil prices and interest rates,
impacted marginally on Metacorp Properties Sdn Bhd’s
(MPSB) overall performance. TTU remained the biggest
contributor to Group’s revenue with turnover of RM50.29
million comprising RM42.92 million from residential and
Blue Horizon Resorts Apts, Airlie Beach, Queensland
commercial/industrial property sales and RM7.37 million
in recurring rental income from Kolej Universiti Teknologi
Kebangsaan Malaysia (KUTKM) and investment property,
Bangunan Shell in Damansara Heights, Kuala Lumpur.
The 12 months ended 31 March 2005 saw TTU notch up
gross sales of RM37.4 million on the back of 405 units sold
while 515 units, with a gross locked-in sales value of RM58.8
million, were handed over to purchasers. The products; from
existing phases, encompassed low-medium cost apartments,
double-storey semi-detached houses, single-storey terraced
houses and double-storey shop offices, and accounted for
95 % of the total units launched to date.
For our Australian venture through Metacorp Australia Pty
Ltd (MAPL), construction of the eight-storey Blue Horizon
Resorts Apartments comprising resort apartments and
offices, is scheduled for completion by June 2007. Located
on Hermitage Drive in Airlie Beach, Queensland, 17 of the
28 twin key units of apartments have been taken up to date
in the RM40.3 million (AUD14.3 million) development.
Dividen
Memandangkan kesan buruk kerugian ke atas pendapatan
terkumpul Syarikat, Syarikat tidak berada di kedudukan yang
sesuai untuk mengisytiharkan dividen bagi tahun kewangan
berakhir 31 Mac 2006 (2005 : 1.0 sen sesaham ditolak
28.0 % cukai pendapatan).
Pembangunan Hartanah
Pendapatan bagi bahagian pembangunan hartanah terus
terhasil daripada penjualan hartanah kediaman dan komersial/
perindustrian di projek utamanya iaitu TTU, Ayer Keroh,
Melaka, dan daripada penyewaan dan aktiviti pelaburan
hartanah.
Pasaran hartanah yang semakin lembab pada suku tahun
terakhir 2005 yang sebahagiannya disebabkan oleh kenaikan
harga minyak dan kadar faedah, hanya mendatangkan
kesan kecil kepada prestasi keseluruhan MPSB. Seperti yang
dinyatakan, TTU kekal sebagai penyumbang terbesar kepada
hasil Kumpulan dengan perolehan sebanyak RM50.29 juta
yang meliputi RM42.92 juta daripada penjualan hartanah
METACORP BERHAD
2006 ANNUAL REPORT
kediaman dan komersil/perindustrian serta RM7.37 juta
pendapatan sewa berterusan daripada KUTKM serta hartanah
pelaburan iaitu Bangunan Shell di Damansara Heights, Kuala
Lumpur.
Tempoh 12 bulan berakhir 31 Mac 2005 menyaksikan TTU
mencatat jualan kasar sebanyak RM37.4 juta berikutan
405 unit yang berjaya dijual manakala 515 unit, dengan
nilai jualan tempahan sebanyak RM58.8 juta, telah pun di
serahkan kepada para pembeli. Produk-produk fasa semasa
meliputi pangsapuri kos rendah-sederhana, rumah berkembar
dua tingkat, hartanah teres setingkat dan pejabat kedai dua
tingkat yang merangkumi 95 % daripada jumlah unit yang
telah dilancarkan hingga hari ini.
Bagi penerokaan perniagaan kami di Australia melalui
MAPL, pembinaan Blue Horizon Resorts Apartments setinggi
lapan tingkat yang terdiri daripada pangsapuri dan pejabat,
dijadualkan siap pada bulan Jun 2007. Hingga kini, 17 daripada
28 unit pangsapuri utama berkembar dalam pembangunan
yang terletak di Hermitage Drive di Airlie Beach, Queensland
dan bernilai RM40.3 juta (AUD14.3 juta) tersebut, telah pun
dibeli.
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METACORP BERHAD
2006 ANNUAL REPORT
Energy
For Pendinginan Megajana Sdn Bhd (Megajana), revenue
was slightly up 3 % to RM11.3 million from RM10.9 million
in 2005. Take-up of Megajana’s district cooling services
from companies operating in Cyberjaya progressed slowly
with two new customers coming on board – the MEASAT
Teleport and Broadcast Centre with a contract capacity of
700 Refrigerant Tons (RT) and DHL 2 Building with 600
RT. This brings the total connected load to the system to
7,311 RT, or 61 % of plant capacity. For the financial year
ended 31 March 2006, Megajana recorded a loss of RM4.8
million.
The district cooling business has been operating at a loss
for some time now. The Board’s view is that the business
of Megajana is not viable and it does not make commercial
sense for Seseni Energy Services Sdn Bhd (Seseni) as
shareholder of Megajana to continue funding a loss making
business. The shareholders of Megajana namely, Seseni and
Tenaga Nasional Energy Services Sdn Bhd are currently
pursuing the disposal of the district cooling business.
Quarrying
Quarry operator Dimensi Timal Sdn Bhd (DTSB) officially
launched its operation in September 2005 with the debut
of its ‘Jeli Blunero’ series of dimensional granite at the
International Exposition of Dimension Stone and Machinery
held in Verona, Italy. Of export grade, Jeli Blunero’s coarsegrained texture with a bluish black tonality and exceptional
consistency in colour and pattern bears many similarities
with Italy’s ‘Serrizo.’
Site-clearing, access roads and platforms were substantially
completed at the end of 2005 to facilitate actual quarrying
activities. Production progressed as planned in tandem
with enquiries from interested major industry players from
Italy, China and Indonesia, in addition to local prospects.
District Cooling Plant in Cyberjaya
METACORP BERHAD
2006 ANNUAL REPORT
Dimension Stone Granite Quarry in Jedok,
Tanah Merah, Kelantan
Tenaga
Hasil bagi Megajana telah meningkat sedikit sebanyak 3 %
kepada RM11.3 juta daripada RM10.9 juta pada tahun 2005.
Pengambilan perkhidmatan penyejukan kawasan Megajana
oleh syarikat-syarikat yang beroperasi di Cyberjaya telah
meningkat secara perlahan-lahan dengan penyertaan dua
pelanggan baru iaitu Pusat Teleport dan Penyiaran MEASAT
dengan kapasiti kontrak sebanyak 700 Tan Penyejukan (RT)
dan Bangunan DHL 2 dengan 600 RT. Ini telah menjadikan
jumlah kandungan bersambung ke sistem kepada 7,311
RT, atau 61 % daripada kapasiti loji. Bagi tahun kewangan
berakhir 31 Mac 2006, Megajana telah mencatat kerugian
sebanyak RM4.8 juta.
Perniagaan penyejukan kawasan telah beroperasi dalam
keadaan kerugian sejak beberapa lama. Lembaga Pengarah
berpendapat bahawa perniagaan Megajana tidak lagi
berdaya maju dan tidak lagi berpatutan dari sudut komersial
bagi Seseni sebagai pemegang saham Megajana untuk terus
membiayai sebuah perniagaan yang mencatat kerugian. Para
pemegang saham Megajana, iaitu Seseni dan Tenaga Nasional
Energy Services Sdn Bhd sedang berusaha pada masa ini
untuk menjual perniagaan penyejukan kawasan tersebut.
Perkuarian
Pengendali kuari, DTSB, telah melancarkan secara rasmi
operasinya pada bulan September 2005 dengan penampilan
sulung siri granit dimensi ‘Jeli Blunero’ di International
Exposition of Dimension Stone and Machinery yang
diadakan di Verona, Itali. Jeli Blunero yang bergred eksport
mempunyai permukaan kasar berbutir dan berwarna hitam
kebiruan serta amat konsisten dari segi warna dan corak. Ia
mempunyai banyak persamaan dengan ‘Serrizo’ dari Itali.
Sebahagian besar daripada kerja-kerja pembersihan tapak,
pembinaan jalan keluar masuk dan platform telah pun
disiapkan pada akhir tahun 2005 bagi memudahkan aktiviti
kuari sebenar. Pengeluaran telah berkembang seperti yang
dirancangkan, sejajar dengan minat yang ditunjukkan oleh
syarikat-syarikat utama dalam industri dari Itali, China dan
Indonesia, selain daripada prospek-prospek tempatan.
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METACORP BERHAD
2006 ANNUAL REPORT
Solid Waste Management
Pengurusan Bahan Buangan Pepejal
Following the Ministry of Housing’s agreement to adopt
and proceed with the National Strategic Plan for Solid
Waste Management to ensure integrated and sustainable
management for the whole country, the Solid Waste
Management Act is slated to be tabled for approval by
Parliament in the current year. In light of this, E-Idaman
Sdn Bhd (EISB) has been in discussions to finalise the
Concession Agreement with the EPU to undertake
integrated solid waste management for the four northern
states; Perlis, Kedah, Penang and Perak by 2007.
Berikutan persetujuan Kementerian Perumahan untuk
menerima pakai dan meneruskan Rancangan Strategik
Nasional bagi Pengurusan Bahan Buangan Pepejal bagi
memastikan pengurusan bersepadu dan mapan di seluruh
negara, Akta Pengurusan Bahan Buangan Pepejal dijangka
akan dibentangkan untuk kelulusan Parlimen pada
tahun semasa. Sehubungan itu, EISB telah mengadakan
perbincangan bagi menyempurnakan Perjanjian Konsesi
dengan EPU untuk menjalankan pengurusan bahan buangan
pepejal bersepadu bagi negeri-negeri di utara; Perlis, Kedah,
Pulau Pinang dan Perak pada 2007.
Overseas Ventures
Penerokaan Usahaniaga di Luar Negara
The Group is actively seeking business ventures both
locally and overseas that will provide long term sustainable
earnings. In this respect, the Company had on 13
December 2005 signed a Memorandum of Understanding
with PT Bintang Sinomast Limited, Hong Kong (PTBS)
to develop and operate the coal terminal in the Port of
Cigading, West Java, Indonesia. A Joint Venture Company
called Sinomast Metacorp (Labuan) Ltd was subsequently
incorporated on 50 : 50 basis.
On 30 May 2006, Metacorp via its newly acquired subsidiary
MTD-Sadec Sdn Bhd (formerly known as Taipanlink Sdn
Bhd) had entered into a Joint Venture Agreement with
Saigon Jewelry Company (SJC), a State Owned Entity on
60 : 40 basis to develop, build, operate and manage the SJC
Tower, a 45-storey commercial complex of approximately
82,633 square meters comprising apartments, sky-villas,
offices, retail spaces, function and banquet halls and carparking for sale and/or lease. The project site is situated at
95-101 Nam Ky Khoi Nghia Street, District 1, Ho Chi Minh
City, Vietnam, comprised a total area of approximately
3,799 square meters and bordered by Le Loi Street, Nam
Ky Khoi Nghia Street, Le Thanh Ton Street and Nguyen
Trung Truc Street.
Kumpulan sedang mencari peluang-peluang perniagaan
secara aktif baik di dalam mahupun di luar negara, yang
mampu menyediakan pendapatan mapan jangka panjang.
Sehubungan itu, Syarikat telah menandatangani sebuah
Memorandum Persefahaman dengan PTBS pada 13
Disember 2005 untuk membangun dan mengoperasi
Terminal Pangkalan Arang di Cigading, Jawa Barat, Indonesia.
Satu usahasama digelar Sinomast Metacorp (Labuan) Ltd
kemudiannya telah diperbadankan pada asas 50 : 50.
Pada 30 Mei 2006, Metacorp, melalui syarikat subsidiarinya
yang baru diambil alih, MTD-Sadec Sdn Bhd (dahulu dikenali
sebagai Taipanlink Sdn Bhd), telah memeterai satu Perjanjian
Usahasama dengan SJC yang merupakan sebuah Entiti Milik
Kerajaan pada asas 60 : 40 untuk membangun, membina,
mengoperasi dan menguruskan SJC Tower, sebuah kompleks
komersil 45 tingkat seluas kira-kira 82,633 meter persegi
yang terdiri daripada pangsapuri, vila di dalam bangunan,
pejabat, ruang perniagaan runcit, tempat untuk mengadakan
majlis dan bankuet serta kemudahan tempat letak kereta
untuk dijual dan/atau disewa. Tapak projek tersebut terletak
di 95-101 Nam Ky Khoi Nghia Street, District 1, Bandar Ho
Chi Minh, Vietnam, yang meliputi jumlah keluasan kira-kira
3,799 meter persegi dan bersebelahan dengan Le Loi Street,
Nam Khoi Nghia Street, Le Thanh Ton Street dan Nguyen
Trung Truc Street.
METACORP BERHAD
2006 ANNUAL REPORT
SJC Tower in Ho Chi Minh City
Prospects
TTU will continue to be one of the major contributors to the Group’s
revenue by building on its position as a reputable developer in Malacca
with the timely delivery of quality, innovative and reliable designed products.
Planned for sales launch in the new financial year are well-sited exclusive doublestorey semi-detached houses as well as single-storey terraced units . This is in line
with market demand environment to ensure high take-up rates in its phases.
Cognisant of the intense competition in the property arena, the Group is poised to move
into the niche high-end sector where there is always a demand; even in a soft market. Landview
Towers Sdn Bhd will be Metacorp’s vehicle to foray into the Klang Valley’s lucrative high-end
residential segment in the matured and well-established community of Bangsar. Currently undergoing
preliminary preparation for the necessary approvals, the RM25 million project is scheduled to be launched
in 2007.
On 10 April 2006, Metacorp acquired a 40 % stake in Modal Ehsan Sdn Bhd (Modal Ehsan) to participate in the
development of the 160-acre Taman Sutera mixed development in Kajang, Selangor Darul Ehsan. Started in July 2002,
27
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METACORP BERHAD
2006 ANNUAL REPORT
1,063 units of low and medium-cost apartments and terraced
houses have been launched to date. Whilst not expected to
provide any immediate returns, the acquisition will enhance
Metacorp’s branding in property development and broaden
its earnings base through expansion into property-related
activities in the Klang Valley. The remaining 60 % equity in
Modal Ehsan is held by ACPI which will be responsible for
the overall project and marketing management services.
centres here. The combined additional contract capacity
of an estimated 2,800 RT is expected to be commissioned
over the next two to three years.
The Group’s overseas ventures into Coal Port Terminal in
Cigading, Indonesia and the SJC Tower in Ho Chi Minh City,
Vietnam are in line with the objective of securing long term
For DTSB, there is a growing demand for dimension stone
granite; a natural building material sought for its durability
and strength, on both the local and international fronts.
sustainable earnings. We are optimistic that the overseas
ventures will be finalized in the current financial year.
Coupled with the Government’s efforts to boost the use of
local materials and the positive response to Jeli Blunero to
date, this bodes well for the company’s prospects.
In the next 12 months, Megajana anticipates several more
prospects to come on board. With the launch of the 9th
Malaysia Plan and subsequently, Phase 2 of the Multimedia
Super Corridor (MSC), more incentives are expected to be
introduced to attract multinationals to set up operations in
Cyberjaya and in turn, expand Megajana’s potential client
base. In addition to Dell Computers, who will establish a
technology development centre in Cyberjaya, Bank Negara
Malaysia, Jabatan Pengangkutan Jalan (JPJ) and national news
agency, Bernama, have confirmed setting up their data
Notwithstanding, the Board is of the view that the
divestment of the loss making district cooling business
will improve significantly the Group’s financial results and
gearing ratio.
Metramac’s appeal to the Federal Court was heard from
11th to 14th July 2006, and the outcome of the hearing is
expected sometime in the current financial year. Litigation
aside, your Board remains cautious about the year ahead as
the operating environment remains difficult. However, we
have the resources and structure to capitalize on existing
and new opportunities to enhance the Group’s future
earnings in the respective business areas.
METACORP BERHAD
2006 ANNUAL REPORT
SJC Tower in Ho Chi Minh City
Prospek
TTU akan terus menjadi salah sebuah penyumbang utama
kepada hasil Kumpulan dengan membina atas kedudukannya
sebagai pemaju yang berwibawa di Melaka dengan penyiapan projek
tepat pada masa bagi rekabentuk produk yang berkualiti, inovatif dan boleh
dipercayai. Antara yang dirancang akan dilancarkan pada tahun kewangan
baru adalah rumah berkembar dua tingkat eksklusif serta unit-unit teres setingkat
yang terletak di lokasi yang amat baik.
Dengan mengambil kira persaingan sengit dalam industri hartanah, Kumpulan kini bersedia
untuk beralih ke dalam sektor mewah yang mengkhusus di mana permintaan sentiasa wujud;
walaupun dalam keadaan pasaran yang lembap. Landview Towers Sdn Bhd akan menjadi platform
bagi Metacorp untuk menyertai segmen kediaman mewah yang lumayan di Lembah Klang, khususnya
di komuniti Bangsar yang matang dan terkenal. Projek RM25 juta yang kini sedang melalui proses
persediaan awal untuk mendapatkan kelulusan yang perlu ini dijadual akan dilancarkan pada tahun 2007.
Pada 10 April 2006, Metacorp telah mengambilalih 40 % kepentingan dalam Modal Ehsan untuk turut serta dalam
pembangunan campuran Taman Sutera seluas 160 ekar di Kajang, Selangor Darul Ehsan. Mulai Julai 2002 hingga kini,
29
30
METACORP BERHAD
2006 ANNUAL REPORT
1,063 unit pangsapuri kos rendah dan sederhana serta rumah
teres telah dilancarkan. Sungguhpun pengambilalihan tersebut
tidak dijangka akan memberi pulangan segera, namun ia
akan mempertingkatkan penjenamaan Metacorp dalam
pembangunan hartanah dan meluaskan asas pendapatannya
melalui pengembangan ke dalam aktiviti-aktiviti berkaitan
hartanah di Lembah Klang. Baki 60% ekuiti dalam Modal
Ehsan dipegang oleh ACPI yang akan bertanggungjawab
terhadap keseluruhan perkhidmatan pengurusan projek dan
pemasaran.
Penerokaan usahaniaga Kumpulan di luar negara ke dalam
Terminal Pangkalan Arang di Cigading, Indonesia dan SJC Tower
di Bandar Ho Chi Minh, Vietnam adalah sejajar dengan objektif
untuk mendapatkan pendapatan mapan jangka panjang.
Kami yakin bahawa penerokaan usahaniaga di luar negara
akan diselesaikan pada tahun kewangan semasa.
Megajana menjangkakan penyertaan beberapa lagi prospek
dalam tempoh 12 bulan akan datang. Dengan pelancaran
Rancangan Malaysia Ke-9 dan kemudian, Fasa 2 MSC, lebih
banyak insentif dijangka akan diperkenalkan bagi menarik
syarikat-syarikat antarabangsa untuk membuka operasi di
Cyberjaya, dan ini seterusnya akan meluaskan asas pelanggan
Megajana. Selain daripada Dell Computers yang akan
membuka pusat pembangunan teknologi di Cyberjaya, Bank
Negara Malaysia, JPJ dan agensi berita negara, Bernama, telah
mengesahkan bahawa mereka akan membuka pusat data di
sini. Gabungan kapasiti kontrak tambahan dengan anggaran
sebanyak 2,800 RT dijangka akan ditauliah sepanjang tempoh
dua hingga tiga tahun akan datang.
Namun begitu, Lembaga Pengarah berpendapat bahawa
penarikan pelaburan daripada perniagaan penyejukan
kawasan yang merugikan akan memperbaiki dengan ketara
keputusan kewangan dan nisbah penggearan Kumpulan.
Bagi DTSB pula, terdapat pertambahan permintaan, baik
di dalam mahupun di luar negara, bagi batu granit dimensi
yang merupakan bahan binaan asli yang diperlukan kerana
ketahanan dan kekukuhannya. Sumbangan daripada usaha
Kerajaan untuk mempertingkatkan penggunaan bahan-bahan
tempatan dan maklum balas positif terhadap Jeli Blunero
hingga hari ini dijangka akan mencerahkan lagi prospek
syarikat.
Rayuan oleh Metramac kepada Mahkamah Persekutuan telah
pun dikemukakan dari 11 hingga 14 Julai 2006, dan keputusan
pembentangan tersebut dijangka akan dikeluarkan pada
tahun kewangan semasa. Walaupun terpaksa menghadapi
prosiding perundangan tersebut, Lembaga Pengarah anda
akan sentiasa berjaga-jaga terhadap suasana perniagaan
tahun depan kerana persekitaran operasi dijangka akan
kekal sukar. Walau bagaimanapun, kami mempunyai sumber
dan struktur untuk memanfaatkan peluang-peluang semasa
dan baru bagi mempertingkatkan pendapatan masa depan
Kumpulan dalam setiap bidang perniagaan.
METACORP BERHAD
2006 ANNUAL REPORT
Farewell and Welcome
Ucapan Perpisahan dan Alu-aluan
I would like to thank Dato’ Mustaffa bin Mohd for his
service and his counsel during his time on the Board.
On behalf of my fellow directors, we wish you well and
success for the future.
Saya ingin mengucapkan ribuan terima kasih kepada Dato’
Mustaffa bin Mohd atas khidmat dan nasihat sepanjang
tempoh beliau menganggotai Lembaga Pengarah. Bagi pihak
rakan-rakan pengarah, saya mengucapkan selamat maju jaya
atas apa jua penglibatan beliau pada masa depan.
I would also like to extend our welcome to Dato’ Ir A
Rashid bin Omar, who joined the Board on 18 October
2006.
Saya juga ingin mengalu-alukan Dato’ Ir A Rashid bin Omar
yang menyertai Lembaga Pengarah pada 18 Oktober 2006.
Thanks and Appreciation
Penghargaan
On behalf of the Board, I express our heartfelt thanks and
appreciation to you, our valued shareholders, for your
continued support of, and confidence in, Metacorp.
Bagi pihak Lembaga Pengarah, saya ingin mengucapkan
terima kasih dan penghargaan tulus ikhlas kepada anda,
para pemegang saham yang kami hargai, atas sokongan
berterusan dan keyakinan anda terhadap Metacorp.
Thanks also go to the relevant authorities for their
continued guidance and to our suppliers and business
partners for their unceasing support.
To the management and staff, your continued contribution
and commitment to the Group’s vision is acknowledged
and appreciated.
Ucapan terima kasih juga saya tujukan kepada pihak-pihak
berkuasa berkaitan atas panduan berterusan mereka dan
kepada para pembekal dan rakan kongsi perniagaan kami
atas sokongan teguh mereka.
Setinggi-tinggi penghargaan dan pengiktirafan juga ingin
saya sampaikan kepada pengurusan dan kakitangan atas
sumbangan dan komitmen berterusan anda terhadap
wawasan Kumpulan.
Pengerusi Eksekutif Kumpulan
31
32
METACORP BERHAD
2006 ANNUAL REPORT
Analysis
ANALYSIS
Of Shareholdings
OF SHAREHOLDINGS
As At 24 July 2006
AS AT 24 JULY 2006
Authorised Share Capital
Issued and Paid-Up Share Capital
Class of Shares
Voting Rights
:
:
:
:
RM500,000,000
RM339,637,665
Ordinary Shares of RM0.50 each
One vote per ordinary share
DISTRIBUTION OF SHAREHOLDINGS
Size of Shareholdings Less than 100
100 - 1,000
1,001 - 10,000
No. of Shareholders
No. of Shares
Malaysian
Foreign
Malaysian
Foreign
0
1,420
109
1
73,242
0
%
Foreign
0.00
0.00
1,000 0.01
0.00
2,782
25 16,530,188 151,000
2.43 0.02
2,251 53 58,172,508 1,684,998 8.56 0.25
100,001 to less than 5%
of issued shares
185 10 90,705,096 8,152,000
13.35
1.20
1
0
503,803,878 0
74.17 0.00
5,381
89 9,988,998 98.52
1.47
10,001 - 100,000
53
%
Malaysian
5% and above of issued shares
Total
669,286,332
SUBSTANTIAL SHAREHOLDERS
Shareholders
Lambang Simfoni Sdn Bhd
MTD Capital Bhd
Alloy Consolidated Sdn Bhd
Nikvest Sdn Bhd
Datin Nik Fuziah binti Dato’ Nik Hussein
Mohd Dom Ahmad
Ruslan Sulaiman Haji Nik Fauzi bin Dato’ Nik Hussein
Nik Faizul bin Dato’ Nik Hussain
Direct Interest
No. of Shares
503,803,878 5,573,900
-
-
480,000
-
-
-
-
-
%
74.17
0.82
-
-
0.07
-
-
-
-
-
Indirect Interest
No. of Shares
-
503,803,878(1)
509,377,778(2)
509,377,778(2)
509,377,778(3)
509,377,778(4)
509,377,778(4)
509,377,778(4)
509,377,778(5)
509,377,778(5)
%
74.17
74.99
74.99
74.99
74.99
74.99
74.99
74.99
74.99
Note :
Deemed interested through Lambang Simfoni Sdn Bhd, its wholly-owned subsidiary.
(1)
Deemed interested through MTD Capital Bhd.
(2)
Deemed interested by virtue of his spouse’s shareholdings in MTD Capital Bhd, his and his children’s shareholdings in Nikvest Sdn Bhd, a
(3)
substantial shareholder of MTD Capital Bhd.
Deemed interested through Alloy Consolidated Sdn Bhd, a substantial shareholder of MTD Capital Bhd.
(4)
Deemed interested through Nikvest Sdn Bhd, a substantial shareholder of MTD Capital Bhd.
(5)
Analysis Of Shareholdings As At 24 July 2006
METACORP BERHAD
2006 ANNUAL REPORT
DIRECTORS’ SHAREHOLDINGS (Cont’d)
Direct Interest
Directors
No. of Shares
%
Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000
0.07
360,000
0.05
Indirect Interest
No. of Shares
509,377,778 (1)
-
%
74.99
-
Note :
Deemed interested by virtue of his spouse’s shareholdings in MTD Capital Bhd, his and his children’s shareholdings in Nikvest Sdn Bhd, a
(1)
substantial shareholder of MTD Capital Bhd.
33
34
METACORP BERHAD
2006 ANNUAL REPORT
Analysis Of Shareholdings As At 24 July 2006
THIRTY LARGEST SHAREHOLDERS
No. Shareholders
No. of Shares
%
1.
Lambang Simfoni Sdn Bhd
503,803,878
74.17
2.
Permodalan Nasional Berhad
19,806,000
2.92
3.
Employees Provident Fund Board
11,966,400
1.76
4.
MTD Capital Bhd
5,573,900
0.82
5.
UOBM Nominees (Asing) Sdn Bhd
5,400,000
0.80
- Societe Generale Bank & Trust, Singapore Branch for
Panerai Corporate Ltd
6.
HSBC Nominees (Tempatan) Sdn Bhd 5,288,498
0.78
- HSBC (Malaysia) Trustee Berhad for Amanah Saham Sarawak
7.
Amanah Raya Nominees (Tempatan) Sdn Bhd
1,874,300 0.28
- Mayban Dana Yakin
8.
Mayban Nominees (Tempatan) Sdn Bhd
1,722,000
0.25
- Exempt An for Intrinsic Capital Management Sdn Bhd
9.
Amanah Raya Nominees (Tempatan) Sdn Bhd
1,300,000
0.19
- Mayban Dana Ikhlas
10. TA Nominees (Tempatan) Sdn Bhd
1,145,000
0.17
- Pledged Securities Account for Tan Tai Juk
11. Yeoh Kean Hua 900,000
0.13
12. PRB Nominees (Tempatan) Sdn Bhd 900,000
0.13
-Rubber Industry Smallholders Development Authority
13. Naga Asas Sdn Bhd
880,000
0.13
14. Zulkifly bin Rafique 840,000
0.12
15. Quah Say Hong
800,000
0.12
16. TC Parking Sdn Bhd
799,998
0.12
17. PRB Nominees (Tempatan) Sdn Bhd
720,000
0.11
18. A. A. Anthony Nominees (Tempatan) Sdn Bhd
700,300
0.10
- Pledged Securities Account for Pauline Koh Siok Huang
19. HLG Nominee (Asing) Sdn Bhd
600,000
0.09
20. PRB Nominees (Tempatan) Sdn Bhd 600,000
0.09
21. United Overseas Nominees (Tempatan) Sdn Bhd
600,000 0.09
-Pledged Securities Account for Meng Chue @ Leng Yit Hoong
22. HLB Nominees (Tempatan) Sdn Bhd
600,000 0.09
-Pledged Securities Account for Kalaiyarasi A/P R Veerappan
23. Zulkifli bin Ismail
570,000
0.08
24. Chan Kok Chye
540,000 0.08
25. Citigroup Nominees (Asing) Sdn Bhd
522,000
0.08
- Exempt An for Merrill Lynch Pierce
Fenner & Smith Incorporated (Foreign)
26. Bumiputra-Commerce Trustee Berhad
502,000
0.07
- Amanah Saham Darul Iman
27. HSBC Nominees (Asing) Sdn Bhd 500,000
0.07
-Exempt An for Credit Suisse
28. Public Nominees (Tempatan) Sdn Bhd
500,000
0.07
-Pledged Securities Account for Lee Yih Leang
29. HLB Nominees (Tempatan) Sdn Bhd
495,000
0.07
-Pledged Securities Account for Chong Han Peng
30. Dato’ Dr. Nik Hussain bin Abdul Rahman
480,000
0.07
570,929,274
84.05
METACORP BERHAD
2006 ANNUAL REPORT
Financial Statements
Directors’ Report
36
Statement by Directors
43
Statutory Declaration
43
Report of the Auditors
44
Income Statements
46
Balance Sheets
47
Statements of Changes in Equity
49
Consolidated Cash Flow Statement
Cash Flow Statement
Notes to the Financial Statements
50
52
54
35
36
METACORP BERHAD
2006 ANNUAL REPORT
Directors’ Report
The directors present their report together with the audited financial statements of the Group and of the Company for the
financial year ended 31 March 2006.
PRINCIPAL ACTIVITIES
The principal activity of the Company is that of investment holding.
The principal activities of the subsidiaries, associate and jointly controlled entities are disclosed in Notes 12, 13 and 14 to the
financial statements respectively.
There have been no significant changes in the nature of these principal activities during the financial year.
RESULTS
Group RM Company
RM
Loss after taxation
Minority interests
(118,452,606)
1,992,887 (43,702,992)
-
Net loss for the year
(116,459,719)
(43,702,992)
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the
statements of changes in equity.
In the opinion of the directors, the results of the operations of the Group and of the Company during the financial year were
not substantially affected by any item, transaction or event of a material and unusual nature other than effects arising from :
i) the litigation between a former subsidiary, Metramac Corporation Sdn. Bhd., (“Metramac”) and Fawziah Holdings
Sdn. Bhd. (“FHSB”) resulting in a provision made for potential damages of RM94,599,168 to the Group and to the
Company respectively, as disclosed in Note 40 to the financial statements; and
ii)
the impairment loss of RM21,058,865 in respect of the Company’s investment in an associate as disclosed in Note
13 to the financial statements.
DIVIDENDS
A final dividend in respect of the financial year ended 31 March 2005, of 1 sen less 28% taxation on 679,275,330 ordinary
shares amounting to RM4,890,782 (0.72 sen net per ordinary share) was paid on 20 October 2005.
The directors do not recommend any dividend payment in respect of the current financial year.
Directors’ Report (Cont’d.)
METACORP BERHAD
2006 ANNUAL REPORT
DIRECTORS
The directors of the Company in office since the date of the last report and at the date of this report are: Dato’ Dr. Nik Hussain bin Abdul Rahman
Adibah Khairiah binti Ismail @ Daud
Dato’ Ir. A. Rashid bin Omar (appointed on 18 October 2005)
DIRECTORS’ BENEFITS
Neither at the end of the financial year, nor at any time during that year, did there subsist any arrangement to which the
Company was a party, whereby the directors might acquire benefits by means of acquisition of shares in or debentures of the
Company or any other body corporate, other than those arising from the share options granted pursuant to the Employee
Share Option Scheme (“ESOS”).
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in Note
5(b) to the financial statements or the fixed salary of a full-time employee of the Company) by reason of a contract made by
the Company or a related corporation with any director or with a firm of which the director is a member, or with a company
in which the director has a substantial financial interest except as disclosed in Note 37 to the financial statements.
DIRECTORS’ INTERESTS
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in
shares and options over shares in the Company and its related corporations during the financial year were as follows:
Number of Ordinary Shares of RM0.50 Each
1 April
31 March
2005 Bought Sold 2006
The Company
Direct interest
Dato’ Dr. Nik Hussain bin Abdul Rahman 480,000 -
-
480,000
360,000 -
-
360,000
Indirect interest
509,377,778 -
-
509,377,778
Dato’ Dr. Nik Hussain bin Abdul Rahman Dato’ Azmil Khalili bin Dato’ Khalid
Number of Options Over Ordinary Shares of RM0.50 Each
1 April 31 March
2005 Granted Exercised
2006
960,000 960,000 720,000 480,000 480,000 360,000 -
-
-
1,440,000
1,440,000
1,080,000
37
38
METACORP BERHAD
2006 ANNUAL REPORT
DIRECTORS’ INTERESTS (Cont’d.)
Number of ordinary shares of RM1.00 each
1 April 31 March
2005 Bought Sold 2006
Ultimate Holding Company - MTD Capital Bhd.
Direct Interest
Dato’ Dr. Nik Hussain bin Abdul Rahman Dato’ Azmil Khalili bin Dato’ Khalid
4
3,940 347,000 30,000 -
-
-
-
-
-
-
-
4
3,940
347,000
30,000
Indirect Interest
Dato’ Dr. Nik Hussain bin Abdul Rahman 63,362,494 -
(2,000,000)
61,362,494
1 April 31 March
2005 Granted Exercised 2006
Dato’ Dr. Nik Hussain bin Abdul Rahman Dato’ Azmil Khalili bin Dato’ Khalid Dato’ Nik Hassan bin Abdul Rahman 480,000 480,000 240,000 160,000 160,000 120,000
-
-
-
Number of Warants
1 April 2005 Additions Sold
Dato’ Dr. Nik Hussain bin Abdul Rahman Dato’ Yu Wen Chieh
511,000 16,000 -
-
-
(16,000)
640,000
640,000
360,000
31 March
2006
511,000
-
METACORP BERHAD
2006 ANNUAL REPORT
DIRECTORS’ INTERESTS (Cont’d.)
Number of Ordinary Shares of RM0.60 Each
1 April 31 March
2005(1)
Bought Sold 2006
Related Company - MTD InfraPerdana Bhd.
Direct Interest Dato’ Dr. Nik Hussain bin Abdul Rahman 52 -
12,970 -
246,000 -
15,000 -
52
12,970
246,000
15,000
-
-
-
-
Indirect Interest
Dato’ Dr. Nik Hussain bin Abdul Rahman 829,596,331 81,160,300 (25,200,000)
885,556,631
Number of ordinary shares of RM0.80 each
By virtue of his interests in the shares in MTD Capital Bhd. and under Section 6A of the Companies Act, 1965, Dato’ Dr. Nik
Hussain bin Abdul Rahman is deemed interested in the shares in all the subsidiaries and related companies to the extent
MTD Capital Bhd. has an interest.
(1)
None of the other directors in office at the end of the financial year had any interest in shares in the Company or its related
corporations during the financial year.
SIGNIFICANT EVENTS DURING THE FINANCIAL YEAR
Significant events during the financial year are detailed in Note 41 to the financial statements.
EMPLOYEE SHARE OPTION SCHEME
The Metacorp ESOS is governed by the by-laws approved by the shareholders at an Extraordinary General Meeting held on
4 December 2002. The main features of the ESOS are as follows:
(a) the ESOS shall be in force for a period of five years from the date of the receipt of the last of the requisite
approvals; (b) eligible persons are employees of the Group (including Executive Directors) who have been confirmed in the
employment of the Group and have served for at least one year before the date of offer.The eligibility for participation
in the ESOS shall be at the discretion of the Options Committee appointed by the Board of Directors;
(c) the total number of shares to be issued under the ESOS shall not exceed in aggregate 10% of the issued share capital
of the Company at any point in time during the tenure of the ESOS;
39
40
METACORP BERHAD
2006 ANNUAL REPORT
EMPLOYEE SHARE OPTION SCHEME (Cont’d.)
(d)
the option price for each share shall be the average of the mean market quotation of shares in the Company in the
daily official list issued by the Bursa Malaysia Securities Berhad for the five trading days preceding the date of offer, or
the par value of the shares in the Company of RM0.50, whichever is the higher;
(e) no option shall be granted for less than 1,000 shares nor more than 500,000 shares to any eligible employee; (f)
an option granted under the ESOS shall be capable of being exercised by the grantee by notice in writing to the
Company commencing from the date of the offer but before the expiry of five years from the date of the receipt of
the last of the requisite approvals;
(g) all new ordinary shares issued upon exercise of the options granted under the ESOS will rank pari passu in all
respects with the existing ordinary shares of the Company other than as may be specified in a resolution approving
the distribution of dividends prior to their exercise dates; and
(h) the persons to whom the options have been granted have no right to participate by virtue of the options in any share
issue of any other company.
As at balance sheet date, a total amount of 1,940,000 ordinary options have been exercised by the grantees.The other terms
of the ESOS are disclosed in Note 31 to the financial statements.
The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names
of employees who have been granted options to subscribe for less than 240,000 ordinary shares of RM0.50 each. The list of
employees granted options to subscribe for 240,000 or more ordinary shares of RM0.50 each during the financial year are
as follows:
1 April 31 March
2005 Granted Exercised 2006
Md Rijaluddin bin Mohd Salleh
672,000 336,000 Abdul Jamil bin Abdullah
528,000 -
Tee Kim Siew
528,000 336,000 Shamsudin bin Yusof
360,000 240,000 Vincent Wong Tuck Leong
480,000 -
Mohd Nadzari bin Hj Bachek
480,000 288,000 Fazlyaton Hussein
-
264,000 Haslina Alias
-
264,000 -
-
-
-
-
-
-
-
1,008,000
528,000
864,000
600,000
480,000
768,000
264,000
264,000
METACORP BERHAD
2006 ANNUAL REPORT
OTHER STATUTORY INFORMATION
(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors
took reasonable steps:
(i)
to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of
provision for doubtful debts and satisfied themselves that all known bad debts had been written off and that
adequate provision had been made for doubtful debts; and
(ii)
to ensure that any current assets which were unlikely to realise their values as shown in the accounting records
in the ordinary course of business had been written down to an amount which they might be expected so to
realise.
(b) At the date of this report, the directors are not aware of any circumstances which would render:
(i)
the amount written off for bad debts or the amount of the provision for doubtful debts in respect of these
financial statements inadequate to any substantial extent; and
(ii)
the values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
(c)
At the date of this report, the directors are not aware of any circumstances which have arisen which would render
adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or
inappropriate.
(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report
or financial statements of the Group and of the Company which would render any amount stated in the financial
statements misleading.
(e) At the date of this report, there does not exist:
(i)
any charge on the assets of the Group or of the Company which has arisen since the end of the financial year
which secures the liabilities of any other person; or
(ii) (f)
any contingent liability of the Group or of the Company which has arisen since the end of the financial year.
In the opinion of the directors:
(i)
(ii)
no contingent or other liability has become enforceable or is likely to become enforceable within the period
of twelve months after the end of the financial year which will or may affect the ability of the Group or of
the Company to meet their obligations when they fall due other than any liabilities that may arise from the
litigation between Metramac and FHSB as detailed in Note 40 to the financial statements; and
no item, transaction or event of a material and unusual nature has arisen in the interval between the end of
the financial year and the date of this report which is likely to affect substantially the results of the operations
of the Group or of the Company for the financial year in which this report is made.
41
42
METACORP BERHAD
2006 ANNUAL REPORT
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
Signed on behalf of the Board in accordance with a resolution of the directors.
DATO’ DR NIK HUSSAIN BIN ABDUL RAHMAN
Selangor Darul Ehsan, Malaysia
26 July 2006
METACORP BERHAD
2006 ANNUAL REPORT
Statement By Directors
Pursuant To Section 169(15) Of The Companies Act, 1965
We, Dato’ Dr. Nik Hussain bin Abdul Rahman and Dato’ Azmil Khalili bin Dato’ Khalid, being two of the directors of
Metacorp Berhad, do hereby state that, in the opinion of the directors, the accompanying financial statements set out on
pages 46 to 106 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable MASB Approved
Accounting Standards in Malaysia so as to give a true and fair view of the financial position of the Group and of the Company
as at 31 March 2006 and of the results and the cash flows of the Group and of the Company for the year then ended.
Signed on behalf of the Board in accordance with a resolution of the directors.
DATO’ DR NIK HUSSAIN BIN ABDUL RAHMAN
Selangor Darul Ehsan, Malaysia
26 July 2006
Statutory Declaration
Pursuant To Section 169(16) Of The Companies Act, 1965
I, Dato’ Azmil Khalili bin Dato’ Khalid, being the director primarily responsible for the financial management of Metacorp
Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 46 to 106 are in
my opinion correct, and I make this solemn declaration conscientiously believing the same to be true and by virtue of the
provisions of the Statutory Declarations Act, 1960.
Subscribed and solemnly declared by the
abovenamed DATO’ AZMIL KHALILI
BIN DATO’ KHALID at Selangor Darul
Ehsan, Malaysia on 26 July 2006
Before me,
43
44
METACORP BERHAD
2006 ANNUAL REPORT
Report Of The Auditors
To The Members Of Metacorp Berhad (Incorporated In Malaysia)
We have audited the financial statements set out on pages 46 to 106. These financial statements are the responsibility 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
opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do
not assume responsibility to any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia.Those standards require
that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by
the directors, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a
reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act, 1965
and applicable MASB Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 31 March 2006 and of the results and the cash
flows of the Group and of the Company for the year then ended; and
(ii)
(b) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements;
and
the accounting and other records and the registers required by the Act to be kept by the Company and by its
subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the
Act.
In forming our opinion, we have considered the adequacy of disclosures made in Note 40 to the financial statements
concerning the uncertainty of the potential losses arising from a litigation suit between a former subsidiary, Metramac
Corporation Sdn. Bhd. (“Metramac”) and Fawziah Holding Sdn. Bhd. (“FHSB”). As detailed in Note 40 to the financial
statements, the Company had on 1 December 2005 completed the sale of Metramac to a related company, MTD InfraPerdana
Bhd. (“MTD InfraPerdana”) for a cash consideration of RM245 million. Subsequent to the disposal, the Company received a
notice from MTD InfraPerdana seeking compensation for loss and damages in the event the Federal Court gives judgement
in favour of FHSB in relation to:
(i) a sum of RM65,182,920 to be payable to FHSB for loss of advertising rights with interest to be calculated on the
judgement at a rate of 4% per annum from the date of Writ of Summons (7 March 1995) to 12 January 2006 and
at a rate of 8% per annum thereafter. The Company and the Group have made a provision for potential damages of
RM94,599,168 for the financial year ended 31 March 2006 in respect of this judgement; and
Report Of The Auditors (Cont’d.)
(ii)
METACORP BERHAD
2006 ANNUAL REPORT
the sums received by Metramac from any source under a Replacement Concession Agreement dated 13 February
1992 less all such just and true expenses as the Registrar may in accordance with law permits.The sum to be certified
by the Registrar together with interest thereon at a rate of 4% per annum with effect from the date of the Writ shall
be payable by Metramac to FHSB. As at balance sheet date and the date of this report, the inquiry has yet to be
completed. No provision has been made in these financial statements for the potential loss that may arise from the
certified inquiry as it is presently not quantifiable.
In view of the significance of the above matters, we consider that these disclosures should be drawn to your attention. Our
opinion is not qualified in these respects.
We have considered the financial statement and the auditors’ report thereon of the subsidiary of which we have not acted
as auditors, as indicated in Note 12 to the financial statements, being financial statements that have been included in the
consolidated financial statements.
We are satisfied that the financial statements of the subsidiaries that have been consolidated with the financial statements
of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated
financial statements and we have received satisfactory information and explanations required by us for those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to the
consolidated financial statements and did not include any comment required to be made under Section 174(3) of the Act.
ERNST & YOUNG
AF: 0039
Chartered Accountants
Kuala Lumpur, Malaysia
26 July 2006
SEE HUEY BENG
No. 1495/03/07(J)
Partner
45
46
METACORP BERHAD
2006 ANNUAL REPORT
Income Statements For The Year Ended 31 March 2006
Note Group Company
2006 RM 2005 RM 2006 RM
3
4
95,149,404 (52,484,324)
116,443,920 (63,266,457)
7,161,298 -
3,597,870
-
Gross profit
Other operating income
Administrative expenses
Selling and distribution expenses
Other operating expenses
42,665,080
9,247,065 (16,430,214)
(940,734)
(8,070,548)
53,177,463 23,720,221 (18,324,603)
(473,287)
(15,188,193)
7,161,298 2,059,878 (1,446,963)
-
(49,176,687)
3,597,870
437,071
(1,320,399)
(7,233,605)
Profit/(Loss) from operations
5
Provision for potential damages
Finance costs
6
Share of results of associates
Share of results of jointly
controlled entities
26,470,649
(94,599,168)
(9,088,433)
(30,264,956)
42,911,601 -
(11,795,495)
(9,927,131)
(41,402,474)
-
(491,241)
-
(4,519,063)
(581,601)
-
(1,345,259)
(1,185,523)
-
-
(108,827,167)
20,003,452 (41,893,715)
(5,100,664)
Revenue
Cost of sales
(Loss)/profit before taxation
2005
RM
Taxation
7
Company and subsidiaries
(9,600,853)
(13,810,891)
(1,809,277)
(296,286)
Associate
(24,586)
60,648 -
(9,625,439)
(13,750,243)
(1,809,277)
(296,286)
(Loss)/profit after taxation
Minority interests
(118,452,606)
1,992,887 6,253,209 2,589,077 (43,702,992)
-
(5,396,950)
-
Net (loss)/profit for the year
(116,459,719)
8,842,286 (43,702,992)
(5,396,950)
(Loss)/earnings per share
8
(17.1) sen 1.3 sen Dividend per share
9
-
0.7
METACORP BERHAD
2006 ANNUAL REPORT
Balance Sheets
As At 31 March 2006
Note NON-CURRENT ASSETS
Property, plant and equipment
Investment property
Subsidiaries
Associate
Jointly controlled entities
Investments
Heavy repairs
System development expenditure
Expressway development expenditure
Goodwill
Deferred construction cost
Land held for property development Fixed deposits with licensed banks
Group 2006 RM 2005 RM 80,677,193 81,364,000 -
42,704,900 758,196 2,718,091 -
-
-
1,534,380 -
116,488,883 1,716,834 84,088,477 81,364,000 -
73,273,332 2,512,581 3,478,147 6,160,723 2,828,548 100,770,305 40,640,510 -
114,924,547 1,666,061 Company
2006 2005
RM RM
782,997 -
11,790,043 73,208,753 5
3,521,578 -
-
- - - - -
1,000,883
188,073,437
94,267,618
1
4,281,634
-
327,962,477 511,707,231 89,303,376 287,623,573
10
11
12
13
14
15
16
17
18
19
20
21
22
CURRENT ASSETS
Property development costs 21
39,347,162 52,451,515 -
Inventories
23
48,894,841 30,750,912 - Trade receivables
24
14,101,799 17,175,735 - Other receivables
25
7,289,601 14,038,213 3,689,811 Due from subsidiaries
26
- -
234,868,985 Tax recoverable
424,553 1,322,060 117,407 Cash, deposits and bank balances
22
142,220,044 97,404,433 92,811,828 2,247,455
202,897,641
1,249,967
54,757,542
252,278,000 213,142,868 331,488,031 261,152,605
47
48
Balance Sheets (Cont’d.)
METACORP BERHAD
2006 ANNUAL REPORT
Note CURRENT LIABILITIES
Trade payables
27
Other payables
28
Due to subsidiaries
26
Borrowings
29
30
Tax payable
2006 RM Group 2005 RM Company
2006 2005
RM
RM
27,786,935 20,353,520 -
3,999,979 94,599,168 1,133,304 24,825,695 46,813,019 -
20,666,676 -
4,008,573 -
138,721 -
199,979 94,599,168 -
24,728,496
149,068,999
266,676
-
147,872,906 NET CURRENT ASSETS
104,405,094 96,313,963 94,937,868 174,064,171
116,828,905 236,550,163 87,088,434
432,367,571 628,536,136 325,853,539 FINANCED BY:
Share capital
31
339,637,665
339,637,665 339,637,665 Share premium
32
-
-
-
Reserves
33
885,340 1,069,684 472,400 (Accumulated losses)/Retained profits 34
(7,794,825)
113,240,450 (14,256,526)
374,712,007
Shareholders’ equity
332,728,180 453,947,799 325,853,539 Minority interests
-
1,992,887 -
332,728,180 455,940,686 325,853,539 NON-CURRENT LIABILITIES
Borrowings
29
98,198,211 152,998,190 -
Deferred tax liabilities
35
1,441,180 17,640,447 -
Subsidy account
36
-
1,956,813 -
374,447,313
-
99,639,391 172,595,450 -
339,637,665
472,400
34,337,248
374,447,313
199,979
64,715
264,694
432,367,571 628,536,136 325,853,539 374,712,007
The accompanying notes form an integral part of the financial statements.
METACORP BERHAD
2006 ANNUAL REPORT
Statement Of Changes In Equity
For The Year Ended 31 March 2006
Non-distributable
Distributable
Retained Capitalisation Foreign
profits/ Share Share Revaluation of subsidiaries exchange (Accumulated Note
capital premium reserve profit reserve losses) Total
RM RM RM RM RM RM RM
Group
At 1 April 2004
13,101,555 222,707,892 349,813 730,000 - 107,851,502 444,740,762
Issue of ordinary
shares pursuant to:
- ESOS
31 and 32
111,000
263,880 -
-
-
-
374,880
- bonus issue
31 and 32 226,425,110 (222,971,772)
-
-
- (3,453,338)
Exchange translation
differences
-
-
-
-
(10,129)
-
(10,129)
Profit for the year
-
-
-
-
-
8,842,286 8,842,286
At 31 March 2005
Loss for the year
Dividends
9
Revaluation
reserved realised
Exchange translation
differences
339,637,665 -
-
At 31 March 2006
-
-
-
349,813 -
-
730,000 -
-
(10,129) 113,240,450 453,947,799
- (116,459,719) (116,459,719)
- (4,890,782) (4,890,782)
-
- (315,226)
-
-
315,226 -
-
-
-
-
130,882 -
130,882
339,637,665 -
34,587 730,000 120,753 (7,794,825)
332,728,180
Non-distributable
Share Revaluation premium reserve RM RM Note Share capital RM Distributable
(Accumulated
losses) RM Total
RM
Company
At 1 April 2004 Issue of ordinary shares
pursuant to:
- ESOS 31 and 32 - Bonus issue 31 and 32 Loss for the year
113,101,555
222,707,892
111,000
226,425,110
263,880
(222,971,772) -
- At 31 March 2005 Dividends Loss for the year 339,637,665 -
- -
-
-
At 31 March 2006 339,637,665
-
472,400 43,187,536
379,469,383
- - (3,453,338)
-
(5,396,950)
(5,396,950)
472,400
34,337,248
- (4,890,782)
- (43,702,992)
374,447,313
(4,890,782)
(43,702,992)
472,400
(14,256,526) The accompanying notes form an integral part of the financial statements.
374,880
-
325,853,539
49
50
METACORP BERHAD
2006 ANNUAL REPORT
Consolidated Cash Flow Statement
For The Year Ended 31 March 2006
2006 RM CASH FLOWS FROM OPERATING ACTIVITIES
2005
RM
(108,827,167)
Adjustments for:
94,599,168 Impairment loss on other investment
760,056 Amortisation of expressway development expenditure
2,917,280 Amortisation of goodwill
1,650,691 Amortisation of heavy repairs
809,221 Amortisation of system development expenditure
189,536 Bad debts written off 50,467 Deferred construction cost written off
-
Depreciation of property, plant and equipment
5,233,290 Dividend income
(38,647)
Gain arising from compulsory acquisition of land
(2,989,895)
Gain on disposal of property, plant and equipment
(4,367,389)
Gain on disposal of shares in investments
-
Interest expense
8,745,288 Impairment loss on goodwill
-
Interest income
(5,978,992)
Unrealised loss/(gain) on foreign exchange
1,475,198 Loss on disposal of a subsidiary
5,578,272 Property, plant and equipment written off
-
Share of results of associate
30,264,956 Share of results of jointly controlled entities
1,345,259 20,003,452
4,162,548
3,753,691
2,065,993
454,886
367,443
733,514
7,937,805
(198,135)
(11,921,248)
(121,802)
(9,711,236)
11,625,408
15,180,193
(987,424)
(276,401)
1,801
9,927,131
1,185,523
Operating profit before working capital changes
31,416,592 Changes in working capital:
Inventories
(18,143,929)
Property development expenditure
22,722,775 Receivables
(143,535,917)
Payables
9,343,985 (9,279,656)
7,416,127
(6,215,153)
37,171,822
(98,196,494)
(10,248,840)
5,978,992 (8,745,288)
83,276,282
(16,086,665)
987,424
(11,625,408)
(111,211,630)
56,551,633
Cash (used in)/generated from operations
Taxes paid
Interest received
Interest paid
Net cash (used in)/generated from operating activities
54,183,142
Consolidated Cash Flow Statement (Cont’d.)
CASH FLOWS FROM INVESTING ACTIVITIES
METACORP BERHAD
2006 ANNUAL REPORT
2006 RM 2005
RM
Acquisition of jointly controlled entity
Net dividend received
Investments in heavy repairs
Purchase of land held for property development
Purchase of property, plant and equipment
Proceeds from disposal of investments
Proceeds from disposal of subsidiary (Note 12)
Proceeds from compulsory acquisition of land
Proceeds from disposal of property, plant and equipment
(4)
27,826 -
(15,825,700)
(3,770,639)
-
202,991,125 7,632,837 5,680,027 (4,155,000)
1,692,049
(7,963)
(1,836,742)
38,361,200
7,081,520
1,461,624
Net cash generated from investing activities
196,735,472 42,596,688
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of ordinary shares
-
374,880
Payment of dividends
(4,890,782)
Repayment of borrowings
(35,500,000)
(25,200,000)
Repayment of hire purchase payables
(266,676)
(266,676)
(40,657,458)
(25,091,796)
NET INCREASE IN CASH AND CASH EQUIVALENTS
44,866,384 74,056,525
Net cash used in financing activities
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
99,070,494 25,013,969
CASH AND CASH EQUIVALENTS AT END OF YEAR (NOTE 22)
143,936,878 99,070,494
51
52
METACORP BERHAD
2006 ANNUAL REPORT
Cash Flow Statement For The Year Ended 31 March 2006
2006 RM 2005
RM
CASH FLOWS FROM OPERATING ACTIVITIES
Loss before taxation
(41,893,715)
Adjustments for:
94,599,168 Gain on disposal of a subsidiary
(70,000,000)
Gain on compulsory acquisition of land
(2,059,878)
Provision for doubtful debts
-
Depreciation of property, plant and equipment
217,886 Unrealised loss/(gain) on foreign exchange
1,475,198 Loss on disposal of shares in investments
-
Impairment loss on investments in subsidiaries
1,283,400 Impairment loss on associate
21,058,865 Impairment loss on other investments
760,056 Interest expense
169,045 Dividend income
(425,995)
Interest income
(6,723,303)
(5,100,664)
Operating loss before working capital changes
(1,539,273)
Changes in working capital:
Receivables
(1,442,356)
Payables
(89,775)
Subsidiaries indebtedness
(182,515,541)
(1,037,300)
(185,586,945)
(169,045)
6,723,303 (622,153)
24,094,836
(470,882)
1,838,343
(887,602)
Cash (used in)/generated from operations
Interest paid
Interest received
Tax paid
1,487,360
221,148
(276,401)
4,118,800
1,047,741
579,704
470,882
(1,747,527)
(1,838,343)
(543,768)
24,267,744
1,408,160
Net cash (used in)/generated from operating activities
(179,654,840)
24,574,695
CASH FLOWS FROM INVESTING ACTIVITIES
Net dividend received
306,716 1,692,049
Acquisition of subsidiaries
(6)
(3)
Acquisition of jointly controlled entity
(4)
Proceeds from disposal of investments
-
38,361,200
Proceeds from disposal of a subsidiary (Note 12)
220,500,000 Proceeds from compulsory acquisition of land
2,059,878 Net cash generated from investing activities
222,866,584 40,053,246
Cash Flow Statement (Cont’d.)
METACORP BERHAD
2006 ANNUAL REPORT
2006 RM 2005
RM
CASH FLOWS FROM FINANCING ACTIVITIES
Payments of dividends
(4,890,782)
Repayment of hire purchase payables
(266,676)
(266,676)
Proceeds from issuance of ordinary shares
-
374,880
Repayment of short term borrowings
-
(12,000,000)
(5,157,458)
(11,891,796)
NET INCREASE IN CASH AND
CASH EQUIVALENTS
38,054,286 52,736,145
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
54,757,542 2,021,397
Net cash used in financing activities
CASH AND CASH EQUIVALENTS AT END OF YEAR (NOTE 22)
92,811,828 54,757,542
53
54
METACORP BERHAD
2006 ANNUAL REPORT
Notes To The Financial Statements - 31 March 2006
1. Corporate Information
The principal activity of the Company is that of investment holding. The principal activities of the subsidiaries are
disclosed in Note 12 to the financial statements. There have been no significant changes in the nature of these
principal activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main
Board of Bursa Malaysia Securities Berhad (“Bursa Securities”).The registered office of the Company is located at No.
26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan.
The immediate and ultimate holding company of Metacorp Berhad are Lambang Simfoni Sdn Bhd and MTD Capital
Bhd. respectively, both of which are incorporated in Malaysia. MTD Capital Bhd. is also listed on the Main Board of
Bursa Securities. The Group employs 98 (2005: 181) employees at the end of the financial year. The Company has no
employee at the end of the financial year and its affairs are managed by employees of the subsidiaries.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
directors on 26 July 2006.
2. Significant Accounting Policies
(a) Basis of preparation
The financial statements of the Group and of the Company have been prepared under the historical cost
convention except for the revaluation of certain long term leasehold land included within property, plant and
equipment.
The financial statements comply with the provisions of the Companies Act, 1965 and applicable MASB
Approved Accounting Standards in Malaysia.
(b) Basis of consolidation
(i)
Subsidiaries
The consolidated financial statements include the financial statements of the Company and all of its
subsidiaries. Subsidiaries are those companies in which the Group has power to exercise control over
the financial and operating policies so as to obtain benefits from their activities.
Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method
of accounting, the results of subsidiaries acquired or disposed of during the financial year are included
in the consolidated income statements from the effective date of acquisition or up to the effective date
of disposal, as appropriate. The assets and liabilities of the subsidiaries are measured at their fair values
at the date of acquisition. The difference between the cost of an acquisition and the fair value of the
Group’s share of the net assets of the acquired subsidiary at the date of acquisition is included in the
consolidated balance sheet as goodwill or negative goodwill arising on consolidation.
Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the
consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on
consolidation unless costs cannot be recovered.
Notes To The Financial Statements
2. METACORP BERHAD
2006 ANNUAL REPORT
Significant Accounting Policies (Cont’d.)
(b) Basis of consolidation (Cont’d.)
(i)
Subsidiaries (Cont’d.)
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and the
Group’s share of its net assets together with any unamortised balance of goodwill and exchange
differences.
Minority interests in the consolidated balance sheet consist of the minorities’ share of the fair value of
the identifiable assets and liabilities of the acquiree as at acquisition date and the minorities’ share of
movements in the acquiree’s equity since then.
(ii)
Associates
Associates are those entities in which the Group exercises significant influence but do not control,
through participation in the financial and operating policies decisions of the entities.
Investments in associates are accounted for in the consolidated financial statements by the equity
method of accounting based on the audited or management financial statements of the associates.
Under the equity method of accounting, the Group’s share of profits less losses of associates during
the financial year is included in the consolidated income statement. The Group’s interest in associates
is carried in the consolidated balance sheet at cost plus the Group’s share of post-acquisition retained
profits or accumulated losses and other reserves.
(iii)
Unrealised gains on transactions between the Group and the associates are eliminated to the extent of
the Group’s interest in associates. Unrealised losses are eliminated unless cost cannot be recovered.
Jointly controlled entity
A jointly controlled entity is an entity in which the Group has joint control over its economic activity
established under a contractual agreement.
Investments in jointly controlled entities are accounted for in the consolidated financial statements by
the equity method of accounting based on the audited or management financial statements of the
jointly controlled entities. Under the equity method of accounting, the Group’s share of profits less
losses of jointly controlled entities during the financial year is included in the consolidated income
statement.The Group’s interest in jointly controlled entities is carried in the consolidated balance sheet
at cost plus the Group’s share of post-acquisition retained profits or accumulated losses and other
reserves.
Unrealised gains on transactions between the Group and its jointly controlled entities are eliminated
to the extent of the Group’s interest in the jointly controlled entities. Unrealised losses are eliminated
unless the cost cannot be recovered.
55
56
METACORP BERHAD
2006 ANNUAL REPORT
2. Notes To The Financial Statements
Significant Accounting Policies(Cont’d.)
(c) Goodwill Goodwill represents the excess of the cost of acquisition over the Group’s interest in the fair value of the
identifiable assets and liabilities of a subsidiary, associate or jointly controlled entity at the date of acquisition.
Goodwill is stated at cost less accumulated amortisation and impairment losses. Goodwill arising on the
acquisition of subsidiaries is presented separately in the balance sheet while goodwill arising on the acquisition
of associates and jointly controlled entities is included within the carrying amounts of these investments.
Goodwill arising on consolidation in connection with a former Concession subsidiary was amortised based
on the following formula:
Cumulative Gross Toll
Revenue To Date Accumulated Amortisation
x Total Goodwill
- To Date
Estimated Total Gross Toll
Revenue For The Concession Period
Other goodwill on consolidation is amortised on a straight-line basis over its estimated useful life of 20
years.
(d)
Property, Plant and Equipment and Depreciation
Property, plant and equipment are stated at cost, modified to include revaluation of certain long term leasehold
land, less accumulated depreciation and impairment losses.
Long term leasehold land of a subsidiary has not been revalued since it was first revalued in 1990. The
directors have not adopted a policy of regular revaluations of such asset. As permitted under the transitional
provisions of IAS 16 (Revised): Property, Plant and Equipment, these assets continue to be stated at their 1990
valuation less accumulated depreciation.
Freehold land is not depreciated. Leasehold lands are depreciated over the period of the respective leases
which range from 20 years to 50 years. Depreciation of other property, plant and equipment is provided for
on a straight-line basis to write off the cost of each asset to its residual value over the estimated useful life at
the following annual rates:
Buildings
Plant and machinery
Office equipment
Furniture and fittings Motor vehicles
Renovations
2% - 5%
10%
10% - 50%
10% - 25%
20%
10% - 25%
Upon the disposal of an asset, the difference between the net disposal proceeds and the carrying amount is
recognised in the income statement and the unutilised portion of the revaluation surplus on that asset is taken
directly to retained profits.
2. METACORP BERHAD
2006 ANNUAL REPORT
Significant Accounting Policies(Contd.)
(e) Investment Properties
Investment properties consist of investment in land and building that is not substantially occupied for use by,
or in the operations, of the Group.
Investment properties are treated as long term investment and are stated at cost. Upon the disposal of an
investment property, the difference between the net disposal proceeds and the carrying amount is recognised
in the income statement. (f)
Investments in Subsidiaries, Associates and Jointly Controlled Entities
The Company’s investments in subsidiaries, associates and jointly controlled entities are stated at cost less
impairment losses. On disposal of such investments, the difference between net disposal proceeds and their
carrying amounts is recognised in the income statement.
(g) Heavy Repairs
In prior year, heavy repairs expenditure was capitalised only if such expenditure was expected to generate
long term benefits to the expressways and was amortised on a straight line basis over 7 years. (h) System Development Expenditure
In prior year, system development expenditures relate to the design and development of the system in
connection with the previously held Concession. The system development expenditure was amortised on a
straight line basis over 10 years.
(i)
Expressway Development Expenditure
This previously comprised development and upgrading expenditure (including interest charges during the
construction period relating to financing of the development) incurred in connection with the previously held
Concession. The cumulative expenditure incurred was amortised on commencement of operations over the
Concession Period based on the following formula:
Cumulative Gross Toll Revenue To Date
x
Estimated Total Gross Toll Revenue For The Concession Period
(j)
Cumulative
Expressway Accumulated
Development
- Amortisation
Expenditure To Date
Land Held for Property Development and Property Development Costs
(i)
Land held for property development
Land held for property development consists of land where no development activities have been
carried out or where development activities are not expected to be completed within the normal
operating cycle. Such land is classified within non-current assets and is stated at cost less any accumulated
impairment losses.
Land held for property development is reclassified as property development costs at the point when
development activities have commenced and where it can be demonstrated that the development
activities can be completed within the normal operating cycle.
57
58
METACORP BERHAD
2006 ANNUAL REPORT
Significant Accounting Policies (Cont’d.)
(j)
Land Held for Property Development and Property Development Costs (Cont’d.)
(ii) Property development costs
Property development costs comprise all costs that are directly attributable to development activities
or that can be allocated on a reasonable basis to such activities.
When the financial outcome of a development activity can be reliably estimated, property development
revenue and expenses are recognised in the income statement by using the stage of completion
method. The stage of completion is determined by the proportion that property development costs
incurred for work performed to date bear to the estimated total property development costs.
Where the financial outcome of a development activity cannot be reliably estimated, property
development revenue is recognised only to the extent of property development costs that is probable
will be recoverable, and property development costs on properties sold are recognised as an expense
in the period in which they are incurred.
Any expected loss on a development project, including cost to be incurred over the defects liability
period, is recognised as an expense immediately.
Property development costs not recognised as an expense are recognised as an asset, which is
measured at the lower of cost and net realisable value.
(k)
(l)
(m)
The excess of revenue recognised in the income statement over billings to purchasers is classified
as accrued billings within trade receivables and the excess of billings to purchasers over revenue
recognised in the income statement is classified as progress billings within trade payables.
Inventories
Properties held for resale are stated at the lower of cost and net realisable value. Cost is determined on the specific
identification basis and includes costs of land, construction and appropriate development overheads.
Cash and Cash Equivalents
For the purposes of the cash flow statements, cash and cash equivalents include cash on hand and at bank,
deposits at call and short term highly liquid investments which have an insignificant risk of changes in value,
net of outstanding bank overdrafts.
Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards
incident to ownership. All other leases are classified as operating leases.
(i)
Finance leases
Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower
of their fair values and the present value of the minimum lease payments at the inception of the
leases, less accumulated depreciation and impairment losses. The corresponding liability is included
in the balance sheet as borrowings. In calculating the present value of the minimum lease payments,
the discount factor used is the interest rate implicit in the lease, when it is practicable to determine;
otherwise, the Group’s incremental borrowing rate is used.
2. METACORP BERHAD
2006 ANNUAL REPORT
(m) Leases (Cont’d.)
(i)
Finance leases (Contd.)
Lease payments are apportioned between the finance costs and the reduction of the outstanding
liability. Finance costs, which represent the difference between the total leasing commitments and the
fair value of the assets acquired, are recognised as an expense in the income statement over the term
of the relevant lease so as to produce a constant periodic rate of charge on the remaining balance of
the obligations for each accounting period.
The depreciation policy for leased assets is consistent with that for depreciable property, plant and
equipment as described in Note 2(d).
(ii)
(n)
(o)
Operating leases
Operating lease payments are recognised as an expense in the income statement on a straight-line
basis over the term of the relevant lease.
Provisions for Liabilities
Provisions for liabilities are recognised when the Group has a present obligation as a result of a past event
and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation, and a reliable estimate of the amount can be made. Provisions are reviewed at each balance sheet
date and adjusted to reflect the current best estimate. Where the effect of the time value of money is
material, the amount of a provision is the present value of the expenditure expected to be required to settle
the obligation.
Income Tax
Income tax on the profit or loss 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 is measured using the tax
rates that have been enacted at the balance sheet date.
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date
between the tax bases of assets and liabilities and their carrying amounts in the financial statements. In
principle, deferred tax liabilities are recognised for all taxable temporary differences and deferred tax assets
are recognised for all deductible temporary differences, unused tax losses and unused tax credits to the extent
that it is probable taxable profit will be available against which the deductible temporary differences, unused
tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the temporary difference
arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a transaction
which is not a business combination and at the time of the transaction, affects neither accounting profit nor
taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised
or the liability is settled, based on tax rates that have been enacted or substantively enacted at the balance
sheet date. Deferred tax is recognised in the income statement, except when it arises from a transaction
which is recognised directly in equity, in which case the deferred tax is also charged or credited directly in
equity, or when it arises from a business combination that is an acquisition, in which case the deferred tax is
included in the resulting goodwill or negative goodwill.
59
60
METACORP BERHAD
2006 ANNUAL REPORT
(p) Employee Benefits (i)
Short term benefits
Wages, salaries, bonuses and social security contributions are recognised as an expense in the year
in which the associated services are rendered by employees of the Group. Short term accumulating
compensated absences such as paid annual leave are recognised when services are rendered by
employees that increase their entitlement to future compensated absences, and short term nonaccumulating compensated absences such as sick leave are recognised when the absences occur.
(ii) Defined contribution plans
As required by law, the Group make contributions to the state pension scheme, the Employees
Provident Fund (“EPF”). The Group’s foreign subsidiaries make contributions to their respective
countries’ statutory pension scheme. Such contributions are recognised as an expense in the income
statement as incurred.
(iii)
(q)
Equity compensation benefits
The Metacorp Berhad Employee Share Options Scheme (“ESOS”) allows the Group’s employees to
acquire ordinary shares of the Company. No compensation cost or obligation is recognised. When the
options are exercised, equity is increased by the amount of the proceeds received.
Revenue Recognition
Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow
to the enterprise and the amount of the revenue can be measured reliably.
(i)
Sale of properties under development and property stocks
Revenue from sale of properties under development is accounted for by the stage of completion
method as described in Note 2(j)(ii).
Revenue from sale of property stocks is recognised when significant risks and rewards have been
passed to the purchasers.
(ii) Revenue from energy operations
Revenue from energy operations is recognised upon performance of services based on net invoiced
value less discount.
(iii) Revenue from toll operations
Revenue from toll operations is recognised based on the gross collection from toll designated under
the Concession Agreement.
(iv) Gain arising from compulsory acquisition of land
Gain arising from compulsory acquisition of land is recognised when significant risks and rewards pass
to the acquirer.
(v)
Rental income
Rental income is recognised on an accrual basis.
2. METACORP BERHAD
2006 ANNUAL REPORT
61
(q) Revenue Recognition (Cont’d.)
(vi) Interest income
Interest income is recognised on a time proportion basis that reflects the effective yield on the asset.
(vii) Dividend income
Dividend income is recognised when the right to receive payment is established.
(r)
Foreign Currencies
(i)
Foreign currency transactions Transactions in foreign currencies are initially recorded in Ringgit Malaysia at rates of exchange ruling at
the date of the transaction. At each balance sheet date, foreign currency monetary items are translated
into Ringgit Malaysia at exchange rates ruling at that date. Non-monetary items initially denominated
in foreign currencies, which are carried at historical cost are translated using the historical rate as of
the date of acquisition and non-monetary items which are carried at fair value are translated using the
exchange rate that existed when the values were determined. All exchange differences are taken to
the income statement.
(ii) Foreign entities
Financial statements of foreign consolidated subsidiaries are translated at year-end exchange rates with
respect to the assets and liabilities, and at exchange rates at the dates of the transactions with respect
to the income statement. All resulting translation differences are recognised in equity.
Goodwill and fair value adjustments arising on the acquisition of a foreign entity are treated as assets and
liabilities of the Company and translated at the exchange rate ruling at the date of the transaction.
(s)
The principal exchange rates used for every unit of foreign currency ruling at the balance sheet date
used are as follows:
2006 2005
RM RM
Australian Dollar
2.64 2.96 Impairment of Assets
At each balance sheet date, the Group reviews the carrying amounts of its assets to determine whether
there is any indication of impairment. If any such indication exists, impairment is measured by comparing the
carrying values of the assets with their recoverable amounts. Recoverable amount is the higher of net selling
price and value in use, which is measured by reference to discounted future cash flows.
An impairment loss is recognised as an expense in the income statement immediately, unless the asset is
carried at a revalued amount. Any impairment loss of a revalued asset is treated as a revaluation decrease to
the extent of any unutilised previously recognised revaluation surplus for the same asset.
62
METACORP BERHAD
2006 ANNUAL REPORT
Significant Accounting Policies(Contd.)
(t)
Financial Instruments
Financial instruments are recognised in the balance sheet when the Group becomes a party to the contractual
provisions of the instrument.
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are
reported as expense or income. Distributions to holders of financial instruments classified as equity are
recognised directly in equity. Financial instruments are offset when the Group has a legally enforceable right to
offset and intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.
(i)
Other Non-Current Investments
Non-current investments other than investments in subsidiaries, associates, jointly controlled entities
and investment properties are stated at cost less impairment losses. On disposal of an investment,
the difference between net disposal proceeds and its carrying amount is recognised in the income
statement.
(ii) Trade and Other Receivables Trade and other receivables are carried at anticipated realisable values. Bad debts are written off when
identified. An estimate is made for doubtful debts based on a review of all outstanding amounts as at
the balance sheet date.
(iii) Trade and Other Payables
Trade and other payables are stated at cost which is the fair value of the consideration to be paid in
the future for goods and services received.
(iv) Interest-Bearing Borrowings
Interest-bearing bank borrowings and overdrafts are recorded at the amount of proceeds received,
net of transaction costs.
Borrowing costs directly attributable to the acquisition, construction or production of qualifying assets,
which are assets that necessarily take a substantial period of time to get ready for their intended use or
sale, are capitalised as part of the cost of those assets, until such time as the assets are substantially ready
for their intended use or sale. The amount of borrowing costs eligible for capitalisation is determined
by applying a capitalisation rate which is the weighted average of the borrowings costs applicable to
the Group’s borrowings that are outstanding during the year, other than borrowings made specifically
for the purpose of obtaining another qualifying asset.
For borrowing made specifically for the purpose of obtaining a qualifying asset, the amount of borrowing
costs eligible for the capitalisation is the actual borrowing costs incurred on that borrowing during
the period less any investment income on the temporary investment of that borrowing. All other
borrowing costs are charged to the income statement as an expense in the period in which they are
incurred.
2. METACORP BERHAD
2006 ANNUAL REPORT
(v) Equity Instruments
Ordinary shares are classified as equity. Dividends on ordinary shares are recognised in equity in the
period in which they are declared.
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of
tax. Equity transaction costs comprise only those incremental external costs directly attributable to the
equity transaction which would otherwise have been avoided.
3. Revenue
Group 2006 RM Property development revenue
40,739,486 Energy income
11,250,898 Toll income
21,786,059 Rental income
14,192,976 Dividend income
38,647 Interest income
4,953,270 Sales of completed properties
2,185,088 Quarry income
2,980 95,149,404 4. Cost of Sales
2005 RM Company
2006 2005
RM RM
39,124,429 10,924,273 49,434,819 13,724,300 198,135 332,899 2,705,065 -
-
-
-
12,000 425,995 6,723,303 -
-
-
-
12,000 1,747,527 1,838,343 -
-
116,443,920 7,161,298 3,597,870
Group
2006 RM Property development cost
33,046,823 Cost of completed properties
1,204,161 Cost of energy operations
6,189,907 Cost of toll operations
9,812,900 Rent of properties and related expenses
1,683,913 Depreciation of property, plant and equipment
-
Quarry expenses
546,620 52,484,324 2005
RM
32,851,786 1,579,721 6,037,993
19,078,176 946,349 2,772,432 63,266,457
63
64
METACORP BERHAD
2006 ANNUAL REPORT
Profit/(loss) from Operations
Group Company
2006 2005 2006 2005
RM
RM
RM
RM
Profit/(loss) from operations is
stated after charging/(crediting):
Staff costs (note a)
5,478,467 7,330,804 -
-
Auditors’ remuneration - statutory audit
108,305 110,500 9,000 9,000 - other services
56,492 -
-
-
Amortisation of expressway
development expenditure
2,917,280 4,162,548 -
-
Amortisation of heavy repairs
809,221 2,065,993 -
-
Amortisation of goodwill
1,650,691 3,753,691
-
-
Amortisation of system
development expenditure
189,536 454,886 -
-
Bad debts written off
50,467 367,443 -
-
Deferred construction cost written off
-
733,514 -
-
Depreciation of property,
plant and equipment
5,233,290
7,937,805 217,886 221,148 Directors’ remuneration (excluding benefits-in-kind) (note b)
1,029,496 957,924 174,879 185,000
Impairment losses on - goodwill
-
15,180,193 -
-
- investments in subsidiaries
-
-
1,283,400 1,047,741 - investments in associate
-
-
21,058,865 -
- other investments
760,056 -
760,056 579,704 Property, plant and equipment written off
-
1,801 -
-
Provision for doubtful debts
-
-
-
1,487,360 Rent of equipment
7,900 -
-
-
Rent of office equipment
113,696 16,850 -
-
Rent of office premises
90,366 24,220 -
-
Gain arising from compulsory
acquisition of land
(2,989,895)
(11,921,248)
(2,059,878)
-
Gain on disposal of property,
plant and equipment
(4,367,389)
(121,802)
-
-
(Gain)/loss on disposal of investments
-
(9,711,236)
-
4,118,800
5. METACORP BERHAD
2006 ANNUAL REPORT
65
Profit/(loss) from Operations (Cont’d.)
Group Company
2006 2005 2006 2005
RM
RM
RM
RM
Profit/(loss) from operations is
stated after charging/(crediting):
Loss/(gain) arising from disposal
of a subsidiary (Note 12)
5,578,272 -
(70,000,000)
-
Gross dividends received/receivables from:
- associates
-
-
(387,348)
(1,549,392)
- other investments
(38,647)
(198,135)
(38,647)
(198,135)
Unrealised loss/(gain) on foreign exchange
1,475,198 (276,401)
1,475,198 (276,401)
Interest income received/receivables from:
- financial institutions
(2,644,307)
(987,424)
(1,618,585)
(332,899)
- subsidiaries
-
-
(1,770,033)
(1,505,444)
- related company
(3,334,685)
-
(3,334,685)
-
Rental income
(150,000)
(164,051)
(12,000)
(12,000)
Group
2006 2005
RM RM (a) Staff costs, (excluding directors’ remuneration) comprised:
Wages and salaries
4,453,987 5,936,191 Social security costs
38,314 52,478 Pension costs - defined contribution plan
602,492 790,955 Other staff related expenses
383,674 551,180
(b)
5,478,467 7,330,804
Directors’ remuneration
Group
Company
2006 2005 2006 2005 RM RM RM RM Directors of the Company
- fees
184,879 209,000 174,879 185,000
- emoluments
405,716 285,600
-
- benefits-in-kind
28,000 28,000 28,000 28,000
618,595 522,600 202,879 213,000 66
METACORP BERHAD
2006 ANNUAL REPORT
5. Profit/(loss) from Operations (Cont’d.)
(b) Directors’ remuneration (Cont’d.)
Group
Company
2006 2005 2006 2005 RM RM RM RM Other directors
- fees
119,177 20,000 -
- emoluments
319,724 443,324 -
- benefits-in-kind
10,333 21,200 -
Total
449,234 484,524 -
-
1,067,829 1,007,124 202,879 213,000
The number of directors of the Group whose total remuneration during the financial year fell within the respective
bands is analysed below:
Number of Directors
2006
2005
Executive Non-Executive Executive Non-Executive Directors Directors Directors Directors
Directors of the Company:
Below RM50,000
1
4
1
3
RM50,001 - RM100,000
-
-
1
-
RM150,001 - RM200,000
1
-
-
-
RM300,001 - RM350,000
1
-
1
Other directors:
Below RM50,000
-
-
-
1
RM100,001 - RM150,000
1
-
-
-
RM150,001 - RM200,000
2
-
-
1
RM250,001 - RM300,000
-
-
-
1
6. METACORP BERHAD
2006 ANNUAL REPORT
67
Finance Costs
Group
Company
2006 2005 2006 2005 RM RM RM RM
Interest expense on:
- term loans
8,576,243 9,979,754 -
- revolving credits
-
1,619,254 -
444,482
- hire purchase
26,400 26,400 26,400 26,400
- related companies
142,645 -
142,645
- others
343,145 170,087 322,196
110,719
9,088,433 11,795,495 491,241
581,601
7. Taxation
Group
2006 RM 2005 RM Company
2006 2005 RM RM
Malaysian income tax:
- current year
9,141,031 8,572,232 1,873,992 358,659 - (over)/under provision in prior year
(859,132)
3,018,336 -
(62,373)
8,281,899 11,590,568 1,873,992 296,286 Deferred tax (Note 35):
- Relating to origination and
reversal of temporary differences
1,318,954 2,617,653 (64,715)
-
- Over provisions in prior year
-
(397,330)
-
1,318,954 2,220,323 (64,715)
Share of taxation of associate
24,586 9,625,439 (60,648)
-
13,750,243 1,809,277 -
296,286 Income tax of the Group and of the Company is calculated at the statutory tax rate of 28% (2005: 28%) of the
estimated assessable profit for the year except for certain subsidiaries of which the domestic income tax during the
current financial year is calculated at the Malaysian statutory tax rate of 20% of the estimated assessable profit up to
RM500,000 (2005: RM500,000) for the year.
68
METACORP BERHAD
2006 ANNUAL REPORT
Taxation (Cont’d.)
A reconciliation of income tax expense applicable to (loss)/profit before taxation at the statutory income tax rate to
income tax expense at the effective income tax rate of the Group and of the Company is as follows:
2006 2005
RM RM Group
(108,827,167)
20,003,452
Taxation at statutory tax rate of 28% (2005: 28%)
Effect of income subject to tax rate of 20%
Income not subject to tax
Expenses not deductible for tax purposes
Deferred tax assets not recognised during the year
Over provision of deferred tax in prior years
(Over)/under provision of income tax in prior years
Tax expense for the year
Company
(30,471,607)
(40,000)
(2,230,624)
40,864,931 2,361,871 -
(859,132)
9,625,439 2006 RM 5,600,967
(40,000)
(6,168,592)
10,306,492
1,430,370
(397,330)
3,018,336
13,750,243 2005
RM
Loss before taxation
(41,893,715)
(5,100,664)
Taxation at statutory tax rate of 28% (2005: 28%)
Income not subject to tax
Expenses not deductible for tax purposes
Deferred tax assets not recognised during the year
Over provision of income tax in prior years
(11,730,240)
(20,176,766)
33,298,860 417,423 -
(1,428,186)
(511,222)
2,298,067 -
(62,373)
1,809,277 296,286 Tax expense for the year
8.
METACORP BERHAD
2006 ANNUAL REPORT
(Loss)/Earnings Per Share
Basic (loss)/earnings per share is calculated by dividing the net (loss)/profit for the year by the weighted average
number of ordinary shares in issue during the financial year.
2006 RM Net (loss)/profit for the year (RM)
Weighted average number of ordinary shares in issue
Basic (loss)/earnings per share
2005
RM
(116,459,719)
679,275,330 8,842,286
679,221,830
(17.1) sen 1.3 sen
No diluted (loss)/earning per share is presented as the effect of the options under Metacorp ESOS is anti-dilutive.
9. Dividend Per Share
Net Dividend Amount
per Share
2006 2005 2006 2005
RM RM Sen Sen
In respect of financial year ended 31 March 2005:
First and final dividend of 1 sen
less 28% taxation per ordinary
share of RM0.50 each paid on 20 October 2005
-
4,890,782 -
0.7
-
4,890,782 -
0.7
69
70
METACORP BERHAD
2006 ANNUAL REPORT
10. Property, Plant and Equipment
Long term Leasehold Freehold Plant and Office Furniture Motor Land Buildings Land Machinery Equipment and Fittings Vehicles Renovations Total
Group
RM RM RM RM RM RM
RM
RM
RM
At 1 April 2005
- At valuation
1,793,500 -
-
-
-
-
-
- 1,793,500
- At cost
526,763 14,555,724 6,275,408 72,001,046 4,233,668 2,167,236 2,975,909 11,689,535 114,425,289
Additions
-
985,195 - 2,343,019 94,735 810 346,880 - 3,770,639
Disposals
(1,793,500)
-
-
-
- (377,902)
- (708,395) (2,879,797)
Reclassification
-
-
-
-
4,240 -
-
(4,240)
Subsidiary disposed
-
-
-
- (3,820,559) (498,897) (1,644,104) (2,746,706) (8,710,266)
Exchange differences
-
-
-
-
(2,652)
-
-
-
(2,652)
At 31 March 2006
526,763 15,540,919 6,275,408 74,344,065 509,432 1,291,247 1,678,685 8,230,194 108,396,713
Accumulated
Depreciation
At 1 April 2005
577,004 2,201,308 - 10,088,395 4,089,486 1,971,149 1,630,780 11,572,190 32,130,312
Depreciation
charge for the year
40,390 726,013 - 3,914,168 131,187 8,524 396,586 16,422 5,233,290
Disposals
(480,864)
-
-
-
- (377,900)
- (708,395) (1,567,159)
Subsidiary disposed
-
-
-
- (3,710,988) (466,583) (1,249,075) (2,650,024) (8,076,670)
-
-
-
-
(253)
-
-
-
(253)
At 31 March 2006
136,530 2,927,321 - 14,002,563 509,432 1,135,190 778,291 8,230,193 27,719,520
Net Book Value
At 31 March 2006
390,233 12,613,598 6,275,408 60,341,502 - 156,057 900,394 1 80,677,193
At 31 March 2005
1,743,259 12,354,416 6,275,408 61,912,651 144,182 196,087 1,345,129 117,345 84,088,477
Details at 1 April 2004
Cost
526,763 16,017,348 6,275,408 70,432,737 4,400,414 2,193,567 2,873,288 11,568,433 114,287,958
Valuation
1,793,500 -
-
-
-
-
-
- 1,793,500
Accumulated
depreciation
508,509 1,575,729 - 6,547,467 4,041,352 1,711,101 1,110,114 9,057,670 24,551,942
Depreciation
charge for
year ended
31 March 2005
68,495 747,381 - 3,540,928 248,834 296,981 520,666 2,514,520 7,937,805
10. METACORP BERHAD
2006 ANNUAL REPORT
Property, Plant and Equipment (Cont’d.)
Buildings Company
RM Office Equipment RM Furniture and Fittings RM Motor Vehicles RM Renovations RM Total
RM
Cost
At 1 April 2005/ 31 March 2006
400,155 77,933 153,607 991,172 46,633 1,669,500
Accumulated Depreciation
At 1 April 2005
110,706 77,183 122,452 311,644 46,632 668,617
Depreciation charge for the year
8,003 749 3,022 206,112 -
217,886
At 31 March 2006
118,709 77,932 125,474 517,756 46,632 886,503 Net Book Value
At 31 March 2006
281,446 1
28,133 473,416 1
782,997 At 31 March 2005
289,449 750 31,155 679,528 1
Details at 1 April 2004
Cost
400,155 77,933 153,607 991,172 46,633 Accumulated depreciation
102,703 73,439 119,163 105,532 46,632 Depreciation charge
for year ended
31 March 2005
(i)
8,003 3,744 3,289 206,112 -
1,000,883
1,669,500
447,469
221,148
Except for the long term leasehold land of a subsidiary which was carried at valuation, all other assets of the
Group and Company are carried at cost. The revalued long term leasehold land was disposed of during the
financial year.
Long term leasehold land of a subsidiary was valued by a firm of professional valuers in 1990 based on its open
market value. As allowed by the transitional provision of IAS 16 (Revised): Property, Plant and Equipment, the
asset has been stated on the basis of its revaluation and that the valuation has not been updated since the last
valuation in year 1990.
In the previous financial year, had the revalued long term leasehold land been carried at historical cost less
accumulated depreciation, its net book value would have been RM1,002,552.
(ii)
(iii)
Net book value of motor vehicle of the Group and of the Company held under hire purchase and finance
lease arrangements as at 31 March 2006 amounted to RM459,249 (2005: RM640,167).
The title deed of the freehold land is in the name of the Federal Land Commissioner and is in the process of
being transferred to a subsidiary.
71
72
METACORP BERHAD
2006 ANNUAL REPORT
11. Investments Property
Group
2006 2005
RM RM
Building, at cost
12.
81,364,000 81,364,000
The investment property is pledged as security for bank borrowings obtained as disclosed in Note 29. Subsidiaries
Company
2006 2005 RM RM Unquoted shares, at cost
Less: Accumulated impairment losses
15,247,528 (3,457,485)
190,247,522 (2,174,085)
11,790,043 188,073,437
Details of the subsidiaries are as follows:
Name of subsidiaries
Metramac Corporation Sdn. Bhd.
Metacorp Properties Sdn. Bhd.
Equity interest held
2006 2005 %
%
-
100 100 100 Principal Activities
Construction of roads and interchanges within the
Concession Area in return for tolling rights upon
completion of construction
Property development and letting of property
Metacorp Development Sdn. Bhd. 100 100 Property development (yet to commence
business)
Metaurus Sdn. Bhd.
100 100 Construction, building and public engineering
works
Exclusive Skycity Sdn. Bhd.
100 100 Letting of property
Wonderful Haven Sdn. Bhd.
100 100 Dormant
Metacorp Australia Pty Ltd #
100 100 Investment holding and property development
METACORP BERHAD
2006 ANNUAL REPORT
12.
Name of subsidiaries
2006 2005 %
%
Dimensi Timal Sdn. Bhd.
80 80 Puncak Gaya Sdn. Bhd. 100 -
Landview Tower Sdn. Bhd.
100 -
Principal Activities
Operating and managing a granite quarry and any
other businesses in connection therewith
Dormant
Dormant
Metacorp Equity Sdn. Bhd.
100 -
Investment holding company
Seseni Energy Services Sdn. Bhd.
70 70 Developing and managing district cooling system
and investment holding
Subsidiaries of Seseni Energy
Services Sdn. Bhd.:
Seseni Energy Services (Johor) Sdn. Bhd.
100 100 Dormant
Pendinginan Megajana Sdn. Bhd.
51 51 Developing and managing district cooling system
All the subsidiaries are incorporated in Malaysia except Metacorp Australia Pty Ltd which is incorporated in
Australia.
# Audited by member firms of Ernst & Young Global
During the financial year, the Company disposed of its 100% equity interest in Metramac Corporation Sdn. Bhd. for
a total consideration of RM245 million.
The disposal had the following effects on the Group’s financial results for the year:
Revenue
Profit from operations
Net profit for the year
2006
RM
21,786,059
13,510,594
7,116,708
73
74
METACORP BERHAD
2006 ANNUAL REPORT
12.
The disposal had the following effects on the financial position of the Group as at the end of the year:
Property, plant and equipment
Heavy repairs
System development expenditure Expressway development expenditure
Other receivables
Cash and bank balances
Trade and other payables
Borrowings
Deferred taxation Subsidy account
Net assets disposed
Attributable unamortised goodwill
Total disposal proceeds
Loss on disposal to the Group
Disposal proceeds settled by:
Cash received during the year
Deposits received in previous financial year, included in payables (Note 28)
2006
RM
633,596
5,351,502
2,639,012
97,853,025
152,654,101
17,508,875
(8,342,244)
(35,700,000)
(17,518,221)
(1,956,813)
213,122,833
37,455,439
(245,000,000)
5,578,272 220,500,000
24,500,000
245,000,000 Cash inflow arising on disposals:
Cash consideration representing cash inflow of the Company
Cash and cash equivalents of subsidiary disposed
220,500,000
(17,508,875)
Net cash inflow of the Group
202,991,125
The disposal of subsidiary had the following effect on the financial results of the Company:
2006
RM
Total disposal proceeds
Less: Cost of investments in subsidiary
Gain on disposal of subsidiary
245,000,000
(175,000,000)
70,000,000
13. METACORP BERHAD
2006 ANNUAL REPORT
Associate
Quoted shares at cost Less: Share of post acquisition reserves
Group 2006 RM Company
2006 2005
RM
RM
2005 RM 94,267,618 (51,562,718)
94,267,618 (20,994,286)
94,267,618 -
94,267,618
-
42,704,900 73,273,332 94,267,618 94,267,618
Less: Accumulated impairment losses
-
42,704,900 -
(21,058,865)
-
73,273,332 73,208,753 Represented by:
Share of net assets
Negative goodwill on acquisition
Market value of quoted shares
94,267,618 65,842,766 (23,137,866)
96,411,198 (23,137,866)
42,704,900 73,273,332 39,122,138 39,896,834 39,122,138 39,896,834
The directors regard the shortfall between the carrying amount of the quoted investment and the market value as
at the balance sheet date is temporary in nature as the current market value is not reflective of the underlying net
tangible assets of the associate company. Impairment has been made to the carrying amount of the investment.
Details of the associate, which is incorporated in Malaysia, is as follows:
Name of associate
2006 2005 Principal Activities
%
%
ACP Industries Bhd.
29.02 29.02 Manufacturer and supplier of building material,
infrastructure and highway products
The investment is pledged as security for banking facilities granted to a subsidiary as disclosed in Note 29.
75
76
METACORP BERHAD
2006 ANNUAL REPORT
14. Jointly Controlled Entities
Group Unquoted shares at cost
Share of post acquisition reserves
Company
2006 2005
RM RM
2006 RM
2005 RM 4,155,005 (2,950,414)
4,155,001 (1,762,994)
5
-
1
-
1,204,591 2,392,007 5
1
Less: Accumulated amortisation of
goodwill
(318,715)
(160,876)
-
885,876 2,231,131 5
1
Exchange differences (127,680)
281,450 -
758,196 2,512,581 5
1
Represented by:
Share of net liabilities
(1,885,951)
(616,998)
Goodwill
2,763,073 2,920,912 Exchange differences
(118,926)
208,667
758,196 2,512,581
14. METACORP BERHAD
2006 ANNUAL REPORT
77
Jointly Controlled Entities (Cont’d.)
During the financial year, the Group subscribed for a 50% equity interest of a jointly controlled entity, Sinomast
Metacorp (Labuan) Ltd., for a cash consideration of RM3.80.
The Group’s aggregate share of the income, expenses, assets and liabilities of the jointly controlled entities is as
follows:
2006 2005 RM RM Revenue
-
-
Expenses, including finance costs
(1,345,259)
(1,185,523)
Non-current assets
Current assets
Current liabilities
Non-current liabilities
47,733 4,636,845 (2,504,313)
(4,066,216)
65,613
2,189,880
(1,918,404)
(954,087)
Group’s share of net liabilities
(1,885,951)
(616,998)
3,081,788 (318,715)
(118,926)
3,081,788
(160,876)
208,667
Goodwill on acquisition
Less: Accumulated amortisation
Unamortised goodwill
2,644,147 3,129,579
Net carrying amount
758,196 2,512,581
Share of capital commitments (Note 38)
4,675,000 4,029,000
Details of the jointly controlled entities are as follows:
Place of
Name of company
incorporation
Equity interest
held
2006 2005 Principal Activities
%
%
50
50
Provision of project management and
consultancy services in the field of Solid
Waste Management
E-Idaman Sdn Bhd
Malaysia
Whitsundays Hermitage
Pty Ltd
Australia
50
50
Sinomast Metacorp
(Labuan) Ltd.
Labuan
50
-
Property development
Investment holding company
78
METACORP BERHAD
2006 ANNUAL REPORT
15. Investments
Group 2006 RM 2005 RM
Investments in golf memberships, at cost
402,500 Quoted shares at cost
3,075,647 Less: Accumulated impairment losses
(760,056)
2,718,091 3,478,147 3,521,578 4,281,634
Market value of quoted shares
3,452,459 2,924,284 3,452,459
2,924,284 402,500 3,075,647 -
Company
2006 2005
RM RM
301,000 301,000
35,289,880 35,289,880
(32,069,302) (31,309,246)
The quoted shares were subsequently disposed of for a value above their carrying amounts.
16. Heavy Repairs
Group
2006 2005
RM RM
At cost:
Balance brought forward
14,879,580 20,898,360 Additions
-
7,963
Write off
- (6,026,743)
Subsidiary disposed
(14,879,580)
-
Balance carried forward
-
14,879,580 Accumulated amortisation
8,718,857 12,679,607 Charge for the year
809,221 2,065,993
Write off
- (6,026,743)
Subsidiary disposed
(9,528,078)
Net book value
-
8,718,857 - 6,160,723
17. METACORP BERHAD
2006 ANNUAL REPORT
System Development Expenditure
Group
2006 2005
RM RM
At cost:
4,584,541 8,129,651
Write off
- (3,545,109)
Subsidiary disposed
(4,584,541)
-
4,584,542
Accumulated amortisation
1,755,993 4,846,217
Charge for the year
189,536 454,886
Write off
- (3,545,109)
Subsidiary disposed
(1,945,529)
18.
-
1,755,994
Net book value
-
2,828,548
Expressway Development Expenditure
Group
2006 2005
RM
RM
At cost:
Expenditure incurred
617,652,630 617,652,630
Less: Payments from subsidy account
(425,477,074) (425,477,074)
Subsidiary disposed
(192,175,556)
-
- 192,175,556
Accumulated amortisation
91,405,251 87,242,703
Charge for the year
2,917,280 4,162,548
Subsidiary disposed
(94,322,531)
-
91,405,251
Net book value
-
100,770,305
79
80
METACORP BERHAD
2006 ANNUAL REPORT
19.
Goodwill
Group
2006 2005
RM RM
88,462,930 88,462,930
Less: Accumulated amortisation
(34,292,918) (32,642,227)
Accumulated impairment losses
(15,180,193) (15,180,193)
Subsidiary disposed
(37,455,439)
1,534,380 40,640,510
20.
Deferred Construction Cost
Group
2006 2005
RM RM
At cost:
-
733,514
Write off
-
(733,514) Balance carried forward
-
-
21.
Land Held for Property Development and Property Development Costs
(a)
Land Held for Property Development
Freehold Leasehold Development land land expenditure Total
Group
RM RM RM RM
At 1 April 2004
4,356,000 72,799,858 45,031,099 122,186,957
Additions
-
-
238,626 238,626
Disposal
-
(1,656,743)
(463,409)
(2,120,152)
Transfer to property
development costs
-
(2,763,138)
(2,617,746)
(5,380,884)
At 31 March 2005
4,356,000 68,379,977 42,188,570 114,924,547 Additions
-
15,825,700 -
15,825,700 Disposal
(4,356,000)
-
(286,942)
(4,642,942)
Transfer to property
development costs
-
(1,465,824)
(8,152,598)
(9,618,422)
At 31 March 2006
-
82,739,853 33,749,030 116,488,883
21.
METACORP BERHAD
2006 ANNUAL REPORT
Land Held for Property Development and Property Development Costs (Cont’d.)
(b) Property Development Costs
Group
2006 2005
RM RM
Property development costs brought forward:
Leasehold land
21,787,955 25,949,511 Development costs
74,323,352 68,365,638 96,111,307 94,315,149
Costs incurred during the year:
Development costs
28,112,152 36,597,751 Cost eliminated due to completion of projects:
Leasehold land
- (4,161,556)
Development costs
(39,975,807) (27,089,320)
(39,975,807) (31,250,876)
Costs recognised in income statement:
(43,659,792) (39,589,765)
Cost eliminated due to completion of projects
39,975,807 31,250,876 Recognised during the year
(31,626,439) (32,851,786)
(35,310,424) (41,190,675)
Transfer from land held for property development
9,618,422 5,380,884 Transfer to inventories
(19,208,488) (11,400,718)
(9,590,066)
(6,019,834)
Property development costs carried forward
39,347,162 52,451,515 81
82
METACORP BERHAD
2006 ANNUAL REPORT
22. Cash and Cash Equivalents
Group 2006 RM
2005 RM
Company
2006 2005
RM
RM
Long term fixed deposits with licensed banks
Cash, deposits and bank balances
1,716,834 142,220,044 1,666,061 97,404,433 -
92,811,828 54,757,542 Cash and cash equivalents
143,936,878 99,070,494 92,811,828 54,757,542 Comprising:
Cash on hand and at banks
30,870,044 24,143,433 511,828 757,542
Deposits with licensed banks
113,066,834 74,927,061 92,300,000 54,000,000
Cash and cash equivalents
143,936,878 99,070,494 92,811,828 54,757,542
Included in cash and bank balances is an amount of RM25,990,163 (2005: RM20,791,643) deposited into various
Housing Development Accounts in accordance with Section 7(A) of the Housing Developers (Control and Licensing)
Act, 1966.
Deposits with licensed bank of the Group of RM1,716,834 (2005: RM1,666,061) are pledged as securities for banking
facilities granted to certain subsidiaries as disclosed in Note 29.
The weighted average effective interest rates and average maturities of the deposits at the balance sheet date ranged
from 2.40% to 3.10% (2005: 2.40% to 3.00%) and 1 to 60 days (2005: 1 to 58 days) respectively.
23.
Inventories
Group
2006 2005
RM
RM
At cost:
Completed properties
48,803,956 30,750,912 At net realisable value:
Granite blocks
90,885 48,894,841 30,750,912
24.
METACORP BERHAD
2006 ANNUAL REPORT
Trade Receivables
Group
2006 RM Trade receivables
14,085,781 Accrued billings in respect of property development costs
14,750 Retention sum
1,268 14,101,799 2005
RM
12,881,361
4,279,624
14,750
17,175,735
The Group’s normal credit term is 14 to 30 days. Other credit terms are assessed and approved on a case-by-case
basis.
25. The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to
groups of debtors.
Other Receivables
Group 2006 RM
2005 RM
Company
2006 2005
RM RM
Due from jointly controlled entities
Due from a shareholder of a subsidiary Due from ultimate holding company
Proceeds receivable for land
compulsorily acquired
Deposits
Prepayments
Sundry receivables
2,628,662 -
763,604 2,148,050 40,251 -
2,496,449 -
9,295 2,000,000
-
-
2,226,316 645,504 1,025,515
6,959,880 840,879 633,296 3,415,857 -
1,008,004 29,017 147,046 8,004
22,604
216,847
7,289,601 14,038,213 3,689,811 2,247,455
The amounts due from jointly controlled entities, a shareholder of a subsidiary and the ultimate holding company are
unsecured, interest-free and have no fixed terms of repayment.
83
84
METACORP BERHAD
2006 ANNUAL REPORT
26.
Due from/(to) Subsidiaries
Company
2006 2005
RM
RM
Due from subsidiaries
236,356,345 Less: Provision for doubtful debts
(1,487,360)
234,868,985 204,385,001
(1,487,360)
Due to subsidiaries
149,068,999
-
202,897,641 The amounts due from/(to) subsidiaries are unsecured and have no fixed terms of repayment. The amounts due
from/(to) are interest free except for principal amount of RM54,122,072 (2005: RM40,015,505) due from certain
subsidiaries where interest was charge at the rates ranging from 3.5% to 4.5% (2005: 3.5% to 4.5%) per annum during the financial year.
27.
Trade Payables
Group
2006 2005
RM RM
Trade payables
12,461,916 12,184,555 Progress billings in respect of property development cost
11,285,570 10,290,376
Retention sums
4,039,449 2,350,764
27,786,935 24,825,695
The normal trade credit terms granted to the Group range from 30 to 90 days.
28. Other Payables
Due to a director of a subsidiary Due to a minority shareholder of a subsidiary
Due to related companies
Deposits
Accruals
Sundry payables
Retention sum
Group Company
2006 2005
RM RM
2006 RM 2005 RM
205,117 829,780 1,237,177 2,052,006 8,887,022 5,271,059 1,871,359 205,117 829,780 -
26,551,706 9,135,065 7,218,473 2,872,878 -
-
28,547 2,500 94,684 12,990 -
24,500,000 190,253 38,243
-
20,353,520 46,813,019 138,721 24,728,496
28. METACORP BERHAD
2006 ANNUAL REPORT
Other Payables (Cont’d.)
The amounts due to a director of a subsidiary, a minority shareholder of a subsidiary and the related companies are
unsecured, interest free and have no fixed terms of repayment.
Included in deposits of the previous year was an amount of RM24,500,000 relating to deposit received in respect of
the disposal of a subsidiary as disclosed in Note 12.
29. Borrowings
Group Company
2006 2005 2006 2005
RM RM
RM RM
Short Term Borrowings
Secured:
Revolving credits
-
5,000,000 -
Term loans
3,800,000 15,400,000 -
Hire purchase payables
199,979 266,676 199,979 266,676
3,999,979 20,666,676 199,979 266,676
Long Term Borrowings
Secured:
Revolving credits
-
21,000,000 -
Term loans
98,198,211 131,798,211 -
-
199,979 -
199,979
98,198,211 152,998,190 -
199,979
Total Borrowing
Revolving credits
-
26,000,000 -
Term loans
101,998,211 147,198,211 - Hire purchase payables
199,979 466,655 199,979 466,655
102,198,190 173,198,211 199,979 466,655
Maturity of borrowings
Within one year
3,999,979 20,666,676 199,979 266,676
More than 1 year and less than 2 years
13,800,000 20,799,979 - 199,979
More than 2 years and less than 5 years
38,425,000 71,025,000 - More than 5 years
45,973,211 61,173,211 - 102,198,190 173,198,211 199,979 466,655 85
86
METACORP BERHAD
2006 ANNUAL REPORT
Borrowings (Cont’d.)
The weighted average effective interest rates at the balance sheet date for these borrowings were as follows:
Group
2006 2005
%
%
Revolving credits
-
4.4
Term loans
6.1 - 7.5 5.9 - 7.0
6.2 6.2
The borrowings excluding hire purchase are secured by the following:
(a) Assignment of chilled water agreements;
(b) Assignment of project account;
(c) Assignment of insurance of the project; (d) Negative pledge on all that piece of freehold land and all other assets of a subsidiary; (e) Proportionate corporate guarantee of the Company and letter of awareness of the facilities provided by the
bank to a subsidiary; (f)
Letter of awareness from Tenaga Nasional Berhad stating its awareness of the facilities provided by the bank
to a subsidiary;
(g) First fixed charge on quoted shares of the Company as disclosed in Note 13;
(h) First legal charge over the investment property as referred to in Note 11; (i)
Assignment of rental proceeds of the investment property;
(j)
Assignment of debt reserve account and revenue account of a subsidiary, Exclusive Skycity Sdn. Bhd.
(“ESSB”); (k) Corporate guarantee of the Company; (l)
Undertaking by the Company to ensure that ESSB remains wholly owned by the Company and that ESSB is
in the position to meet its financial obligations on a timely basis;
(m) Assignment of insurance proceeds in relation to the investment property; and
(n) Fixed deposits as disclosed in Note 22.
Details of the hire purchase are as follows:
Group/Company
2006 2005
RM
RM
Minimum lease payments:
Within one year
219,779 293,076
More than 1 year and less than 2 years
-
219,799
219,779 512,875
Less: Future finance charges
(19,800)
(46,200)
Present value of finance lease liabilities
199,979 466,675
30.
METACORP BERHAD
2006 ANNUAL REPORT
Provision for Potential Damages
At 1 April 2005
Provision during the year
94,599,168
At 31 March 2006
94,599,168
Group/
Company
RM
Provision for potential damages is in respect of the litigation between a former subsidiary, Metramac Corporation Sdn.
Bhd. and Fawziah Holdings Sdn. Bhd. Details of this litigation is provided in Note 40.
31.
Share Capital
Group/Company
Number of Amount
Shares RM
Authorised:
At 1 April 2004, representing ordinary shares of RM1.00 each
200,000,000 200,000,000
Subdivided into ordinary shares of RM0.50 each
200,000,000 Created during the year
600,000,000 300,000,000
At 31 March 2005/6, representing ordinary shares of RM0.50 each
1,000,000,000 500,000,000
Issued and fully paid:
At 1 April 2004, representing ordinary shares of RM1.00 each
113,101,555 113,101,555 Issued pursuant to ESOS
111,000 111,000
Subdivided into ordinary shares of RM0.50 each
113,212,555 Created during the year
452,850,220 226,425,110
At 31 March 2005/6, representing ordinary shares of RM0.50 each
679,275,330 The ordinary shares issued rank pari passu in all respects with existing ordinary shares.
339,637,665
87
88
METACORP BERHAD
2006 ANNUAL REPORT
31.
Share Capital (Contd.)
The terms of the ESOS outstanding as at the end of the financial year are as follows:
Grant
Date
Exercise
Price
RM
Number of ESOS
1 April
2005
Granted
Lapsed
31 March
2006
2005
29/03/2004
30/06/2004
30/09/2004
31/12/2004
28/03/2005
30/06/2005
30/09/2005
28/03/2006
0.61
0.51
0.50
0.50
0.50
0.50
0.50
0.50
7,752,000
138,000
5,000
27,000
8,060,000
-
-
-
-
-
-
-
-
78,000
246,000
5,993,000
(396,000)
-
-
-
(438,000)
-
-
-
7,356,000
138,000
5,000
27,000
7,622,000
78,000
246,000
5,993,000
15,982,000
6,317,000
(834,000)
21,465,000
All options will expire on 27 March 2008.
Number of ESOS vested
2006 2005
15,982,000 1,471,000
21,465,000 15,982,000
Details of ESOS exercised during the previous financial year and the fair value, at exercise date, of ordinary shares
issued were as follows:
Exercise Date Exercise Price RM April 2004
April 2004
1.76
3.63
Fair Value of Ordinary Number of Shares ESOS RM 3.74 - 4.44 3.74 - 4.44 Consideration
Received RM 15,000 96,000 26,400
348,480 Less: Par value of ordinary shares
Share premium
374,880 (111,000)
263,880
32.
METACORP BERHAD
2006 ANNUAL REPORT
Share Premium
Group/Company
2006 2005
RM RM
Add: Arising from issuance of shares
Less: Capitalised for bonus issue
33. -
-
-
222,707,892
263,880
(222,971,772)
-
-
Reserves
Group Company
2006 2005 2006 2005
RM RM
RM RM
Non-distributable:
Capitalisation of subsidiaries’ profit
730,000 730,000 -
Surplus from revaluation of
landed properties
1,450,345 1,765,571 1,068,946 1,068,946 Surplus from revaluation of investments in subsidiaries
-
-
3,552,449 3,552,449 Foreign exchange reserve
120,753 (10,129)
-
2,301,098 2,485,442 4,621,395 4,621,395 Less: Capitalised for bonus issue
34. (1,415,758)
(1,415,758)
(4,148,995)
(4,148,995)
885,340 1,069,684 472,400 472,400
(Accumulated Losses)/Retained Profits
Group Company
2006 2005 2006 2005
RM RM
RM RM
113,240,450 107,851,502 34,337,248 43,187,536 Add: (Loss)/profit for the year
(116,459,719)
8,842,286 (43,702,992)
(5,396,950)
Less: Dividends
(4,890,782)
-
(4,890,782)
Less: Capitalised for bonus issue
-
(3,453,338)
- (3,453,338)
Add: Revaluation reserve
315,226 -
-
(7,794,825)
113,240,450 (14,256,526)
34,337,248
89
90
METACORP BERHAD
2006 ANNUAL REPORT
35. Deferred Tax Liabilities
Group Company
2006 2005 2006 2005
RM
RM
RM RM
17,640,447 15,420,124 64,715 64,715
Recognised in the income statement (Note 7)
1,318,954 2,220,323 (64,715)
Subsidiary disposed
(17,518,221)
-
-
1,441,180 17,640,447 -
64,715
Presented after appropriate offsetting as follows:
Deferred tax assets
(15,114,219)
(12,924,622)
(27,935)
Deferred tax liabilities
16,555,399
30,565,069 27,935 64,715
1,441,180 17,640,447 -
64,715
Deferred tax liabilities of the Group:
Capital allowances
Heavy Revaluation Systems in excess of repairs reserve of development amortisation of Capital that are long term expenditure expressway allowances deducted leasehold that are only development in excess of for tax only land and deducted expenditure depreciation when paid building when paid
Total
RM RM RM RM RM RM
At 1 April 2004
11,989,542 8,296,011 2,301,377 96,590 919,362 23,602,882
Recognised in the income statement
2,969,489 4,702,273 (576,375)
(5,832)
(127,368)
6,962,187
At 31 March 2005
14,959,031 12,998,284 1,725,002 90,758 791,994 30,565,069
-
3,669,309 -
(90,758)
-
3,578,551
Subsidiary disposed (14,959,031)
(112,194) (1,725,002)
-
(791,994) (17,588,221)
At 31 March 2006
-
16,555,399 -
-
-
16,555,399
35. METACORP BERHAD
2006 ANNUAL REPORT
Deferred Tax Liabilities (Cont’d.)
Deferred tax assets of the Group: Tax losses and unabsorbed
capital allowances Others Total
RM RM RM
At 1 April 2004
(8,182,758)
-
(8,182,758)
(4,671,864)
(70,000)
(4,741,864)
At 31 March 2005
Subsidiary disposed
(12,854,622)
-
(2,259,597)
(70,000)
70,000 -
(12,924,622)
70,000
(2,259,597)
At 31 March 2006
(15,114,219)
-
(15,114,219)
Deferred tax liabilities of the Company:
Capital allowances in excess of
depreciation
RM
64,715 Recognised in income statement
(36,780)
27,935
Deferred tax assets of the Company:
Unabsorbed capital allowances RM
Recognised in income statement
27,935
91
92
METACORP BERHAD
2006 ANNUAL REPORT
35. Deferred Tax Liabilities (Contd.)
Deferred tax assets have not been recognised in respect of the following items:
Company
2006 2005
RM RM
2005 RM
Unutilised tax losses Unabsorbed capital allowances Others
9,172,312 13,323,990 1,482,998 5,726,402 9,665,345 152,298 -
7,800 1,482,998 -
-
-
23,979,300 15,544,045 1,490,798 -
6,714,204 4,352,333 417,423 Deferred tax benefits at 28%
36.
Group 2006 RM -
The unutilised tax losses and unabsorbed capital allowances are available for offsetting against future taxable profits
of the subsidiaries in which those items arose subject to no substantial changes in shareholdings under Section 44
(5A) & (5B) of the Income Tax Act, 1967. Deferred tax assets have not been recognised in respect of these items as
they may not be used to offset taxable profits of other subsidiaries in the Group and they have arisen in subsidiaries
that have a recent history of losses.
Subsidy Account
Group
2006 2005
RM
RM
Subsidy sum
Reimbursement from Dato’ Bandaraya Kuala Lumpur
Payment for expressway development expenditure
405,000,000 405,000,000
22,433,887 22,433,887
(425,477,074) (425,477,074)
Less: Subsidiary disposed
1,956,813 (1,956,813)
1,956,813
-
-
1,956,813
37.
METACORP BERHAD
2006 ANNUAL REPORT
Significant Related Party Transactions
Group 2006 RM
2005 RM
Company
2006 2005
RM
RM
Interest receivable from subsidiaries
-
-
1,770,033 1,505,444
Gross dividend income received
from associate
-
-
387,348 1,549,392
Insurance premium and brokerage fees
payable to affiliated company, Alloy Insurance Brokers Sdn. Bhd.*
482,268 792,086 46,819 39,681
* Alloy Insurance Brokers Sdn. Bhd. is a subsidiary of Alloy Consolidated Sdn. Bhd., which in turn is a major shareholder
of the ultimate holding company, MTD Capital Bhd. This company is also deemed related to the Group as Datin
Nik Fuziah Binti Nik Hussain, (the spouse of Dato’ Azmil Khalili Bin Dato’ Khalid and the daughter of Dato’ Dr. Nik
Hussain Bin Abdul Rahman), has financial interest in this company.
The directors are of the opinion that all the transactions above have been entered into in the normal course of
business and have been established on terms and conditions that are not materially different from those obtainable
in transactions with unrelated parties.
38.
Commitments
(a) Capital Commitments
As at balance sheet date, the Group has the following capital commitments:
Group
2006 RM
2005
RM
Capital expenditure approved and contracted for
property development expenditure
51,650,130 21,523,010
Share of capital commitments of
jointly controlled entities (Note 14)
4,675,000 4,029,000
56,325,130 25,552,010
93
94
METACORP BERHAD
2006 ANNUAL REPORT
38.
Commitments (Cont’d.)
(b) Non-Cancellable Operating Lease Commitments - Group as Lessee
Group
2006 RM 2005
RM
Future minimum rentals payable:
Not later than 1 year
-
78,450
Later than 1 year and not later than 5 years
-
45,000
-
123,450
Operating lease payments represented lease rental payable by a subsidiary for use of buildings and equipment.
Leases were negotiated for an average term of 2 to 5 years and lease rental are fixed for periods of 2 to 5
years.
(c) Non-Cancellable Operating Lease Commitments - Group as Lessor
Group
2006 2005
RM RM
Future minimum rentals receivables:
Not later than 1 year
6,811,890 6,811,890
Later than 1 year and not later than 5 years
27,247,560 27,247,560
Later than 5 years
9,934,006 16,745,896
43,993,456 50,805,346
The Group has entered into a commercial property lease on its investment property. The lease has remaining
non-cancellable lease term of 6 1/2 (2005: 7 1/2) years. The lease includes a clause to enable a revision of the
rental charge at the expiry of every 3 years. The revised rental charges shall not be more than 10% above or
below the previous rental charge.
39.
METACORP BERHAD
2006 ANNUAL REPORT
Contingent Liabilities
Group Company
2006 2005 2006 2005
RM
RM
RM
RM
Secured:
(i)
Quoted shares in Malaysia
pledged for banking facilities granted to a
former subsidiary
42,704,900 73,273,332 73,208,753 94,267,618 Unsecured:
(i) Corporate guarantees to licensed banks for credit
facilities granted to certain subsidiaries
-
-
80,308,000 170,308,000 (ii) Corporate guarantees to
licensed banks for credit
facilities granted to a
related company
-
-
90,000,000 -
(iii) Letter of guarantee to the
Lembaga Lebuhraya Malaysia as security for the
due performance of a subsidiary
-
1,500,000 -
-
40.
42,704,900 74,773,332 243,516,753 264,575,618 Material Litigation
(a)
Claim from MTD InfraPerdana
As detailed in Note 12, the Company had on 1 December 2005, completed the sale of Metramac Corporation
Sdn. Bhd. (“Metramac”) to a related company, MTD InfraPerdana for a cash consideration of RM245 million.
At that time, Metramac was involved in a litigation suit with Fawziah Holdings Sdn. Bhd. (“FHSB”).
Subsequent to the disposal, the Company received a notice from MTD InfraPerdana seeking compensation
for losses and damages suffered in the event the Federal Court gives judgement in favour of FHSB. Details of
the litigation are provided below:
95
96
METACORP BERHAD
2006 ANNUAL REPORT
40.
Material Litigation (Cont’d.)
(a)
Claim from MTD InfraPerdana (Cont’d.)
As a result of the purported repudiation on the part of a former subsidiary, Metramac and acceptance of the
repudiation by FHSB of the Signage Sub-Licence Agreement dated 2 November 1990 (as amended by an
amending agreement dated 15 December 1990) (“Signage Agreement”), a claim for inter-alia, RM65,182,920
as compensation for loss of advertising rights and an account with consequential directions of all profits,
monies or other benefits received by Metramac under the Replacement Concession Agreement plus general
damages was made against Metramac by FHSB. Metramac contested the claim and filed a counter claim for a
declaration that the Signage Agreement is null and void and of no effect and a declaration that the provisions
under the Sale Agreement dated 31 March 1988 between Metramac and FHSB which purports to create
a trust in favour of FHSB over all profits, monies or other benefits received by Metramac under its future
contracts is null and void. The Court delivered its judgment on 21 October 2003 and held inter-alia that:
(i)
In failing to honour its obligation under the Signage Agreement, Metramac had committed a breach
to which FHSB would have a right to claim damages for the loss of advertising rights conferred in the
Signage Agreement;
(ii)
However, FHSB is not entitled to be compensated to the fixed sum of RM65,182,920 claimed by it as
the said claim is unenforceable for having contravened Section 75 of the Contracts Act, 1950;
(iii) Instead, damages were ordered by the High Court to be assessed in respect of the loss suffered by
FHSB taking into account the duration of the Replacement Concession Agreement dated 13 February
1992, any advertising rights that may have been granted therein;
(iv) Clause 9.5 of the Sale Agreement dated 31 March 1988 between Metramac and FHSB which purports
to create a trust in favour of FHSB over all profits, monies or other benefits received by Metramac
from its future contracts is void; and
(v) Metramac’s counter claim was dismissed with costs.
Metramac and FHSB appealed the above judgment of the High Court to the Court of Appeal.
The Appeals were heard on 30 August 2005 and the Court of Appeal in its judgment dated 12 January 2006
made the following orders:
(i)
Judgement to be entered in FHSB’s favour and against Metramac for the sum of RM65,182,920; (ii)
(iii)
(iv)
Interest on the aforesaid judgement at the rate of 4% per annum from the date of the Writ of
Summons, 7 March 1995 until 12 January 2006 and thereafter at 8% per annum;
There shall be an inquiry to be held before the registrar of the High Court into the sums received by
Metramac from any source under the Replacement Concession Agreement dated 13 February 1992
less all such just and true expenses as the Registrar may in accordance with law permit; The parties be at liberty to lead evidence before the Registrar at the enquiry aforesaid; Notes To The Financial Statements
40.
METACORP BERHAD
2006 ANNUAL REPORT
Material Litigation (Cont’d.)
(a)
Claim from MTD InfraPerdana (Cont’d.)
(v)
(vi)
(vii)
The Registrar shall after due inquiry certify the sum so received as aforesaid by Metramac;
The sum certified by the Registrar together with interest thereon at the rate of 4% per annum, simple
interest with effect from the date of the Writ shall be paid by Metramac to FHSB;
All parties shall be generally at liberty to apply to the High Court in respect of any or all of the orders
(iii) to (vi) above; and (viii) Costs of Appeals are to be borne by Metramac. The Court of Appeal on 1 March 2006 granted Metramac a conditional stay of the above judgement.
On 15 May 2006, the Federal Court granted to Metramac leave to appeal against the Court of Appeal
Judgment dated 12 January 2006 (‘’Judgement of the Court of Appeal”) and further granted to Metramac a
conditional stay of the Judgement of the Court of Appeal.
On 17 February 2006, MTD InfraPerdana gave notice to the Company that it intends to seek full compensation
for all losses and damages suffered in the event that the Federal Court gives Judgement in FHSB’s favour. Metramac has accrued for an amount of RM94,599,168 in respect of the judgement on advertising loss with
interest. The inquiry by the High Court Registrar on the sums received by Metramac under the Replacement
Concession Agreement less all just expenses, has yet to be quantified. The Metramac’s appeal against the
judgement of the Court of Appeal was heard by the Federal Court on 11 July 2006 until 14 July 2006 and the
hearing is scheduled to continue on 2 August 2006.
(b) Others
(i)
Sazali Wahab & Co. (“SW”) filed a civil suit in Kuala Lumpur High Court against a subsidiary for
defamation demanding RM1,000,000 as damages. The subsidiary filed an application to strike out SW’s
defamation suit under Order 18 of Rule of High Court 1980 on 22 March 2004. SW raised a
Preliminary Objection against the application which was dismissed by the Deputy Registrar without
costs. The subsidiary appealed against the Deputy Registrar’s decision of not granting the costs.
Meanwhile, the Deputy Registrar has on 17 May 2005 allowed the subsidiary’s striking out application
with cost and SW has filed against this decision. On 1 December 2005, the High Court allowed the
subsidiary’s appeal and dismissed SW’s appeal with costs.
(ii)
On 7 July 2005, a Notice of Demand under Section 218 of the Companies Act, 1965 was served on a
subsidiary of the Company. The Notice purports to state that there is an admitted debt of RM205,117
owing by the subsidiary to a former director. The subsidiary is of the view that the purported claim
is not presently due and payable as it has no fixed repayment terms and any repayment is subject to
certain conditions that has not been fulfilled. Nevertheless, the amount has already been accrued in
the subsidiary’s financial statement. 97
98
METACORP BERHAD
2006 ANNUAL REPORT
41.
Significant Events during the Financial Year
Significant events during the financial year are summarised as follows:
(a)
On 14 April 2005, the Company has announced that it had agreed to accept the additional compensation
of RM2,059,878 for a parcel of land located under H.S. (D) 1313, Lot No. 6, Seksyen 2, Bandar Hulu Kelang,
Daerah Gombak, Selangor Darul Ehsan from the State Government of Selangor. The State Government of
Selangor had compulsorily acquired the land in 2002.
(b) On 11 May 2005, a subsidiary, Metacorp Australia Pty Ltd entered into a Sale and Purchase Agreement
to acquire a piece of land and property at 24 Morris Street, Balwyn North, Melbourne, Australia for cash
consideration of AUD625,000. The transaction was completed on 25 July 2005.
(c) On 8 July 2005, a subsidiary, Metacorp Australia Pty Ltd entered into a Sale and Purchase Agreement to acquire
a parcel of land and properties at 16-26 Wreckyn Street, North Melbourne, Australia for cash consideration
of AUD3,100,000. The transaction was completed on 6 March 2006.
(d) On 22 July 2005, a subsidiary, Landview Tower Sdn. Bhd. entered into a Sale and Purchase Agreement to
acquire 2 parcels of freehold land held under Geran No. 7725 and 7726, Mukim of Kuala Lumpur, Wilayah
Persekutuan for cash consideration of RM5,129,550. The acquisition had been duly completed on 4 October
2005.
(e)
On 1 December 2005, the Company completed the disposal of 65,028,973 ordinary shares of RM1.00 each
representing the entire issued and paid-up share capital of Metramac Corporation Sdn. Bhd., a wholly owned
subsidiary of the Company to MTD InfraPerdana Bhd. for a total cash consideration of RM245,000,000. Details
of this disposal is provided in Note 12.
(f)
On 13 December 2005, the Company entered into an agreement with PT Bintang Sinomast Limited to
establish a joint venture. The purpose of the joint venture is to provide total supply chain solutions in coal
terminal operations and intergrated logistics services in Port of Cigading, Indonesia.
(g) On 31 March 2006, the Company had acquired 1 ordinary share of USD1.00 (approximately RM3.80)
each representing 50% of the issued and paid-up share capital of Sinomast Metacorp (Labuan) Ltd. for cash
consideration of USD1.00.
42. Events Subsequent to Balance Sheet Date
(a) On 10 April 2006, the Company entered into a Share Sale Agreement with Puan Sri Datin Vimala A/P J.
Govindasamy, Hadiah binti Zalani and Festus A/L A. Christ Dhas for the acquisition of 8,666,667 ordinary
shares of RM1 each in Modal Ehsan Sdn. Bhd. (“Modal Ehsan”) representing 40% of entire issued an paidup capital of Modal Ehsan for a total cash consideration of RM10,400,000 (“Proposed Acquisition”). The
Proposed Acquisition had been duly completed on 27 June 2006. (b) On 19 May 2006, a subsidiary, Landview Tower Sdn. Bhd., entered into a Sale and Purchase Agreement to
acquire a piece of freehold land held under Geran No. 7724, Mukim of Kuala Lumpur, Wilayah Persekutuan for
cash consideration of RM3,127,000. The acquisition is pending completion. Notes To The Financial Statements
42.
METACORP BERHAD
2006 ANNUAL REPORT
Events Subsequent to Balance Sheet Date (Cont’d.)
(c)
43.
On 25 May 2006, the Company had completed the acquisition of 2 ordinary shares of RM1.00 each in MTD
Sadec Sdn. Bhd. (formerly known as Taipanlink Sdn. Bhd.) (“MTD Sadec”), representing 100% equity interest
in MTD Sadec from MTD Capital Bhd., the ultimate holding company.
(d) Joint venture between MTD Sadec, a wholly owned subsidiary of Metacorp, and Saigon Jewelry Holding
Corporation (“SJC”), to establish a joint venture company (“JVC”) named SJC Tower Company Limited in
Vietnam vide the following agreements:
(i)
Joint Venture Agreement dated 30 May 2006 for the purpose of developing, building, operating and
managing a commercial complex comprising apartments, sky-villas, offices, retail spaces, function and
banquet halls and car-parking for sale and/or lease; and
(ii)
Charter dated 30 May 2006 of the JVC, to govern the rights and obligations of MTD Sadec and SJC as
the shareholders of the JVC.
Financial Instruments
(a)
(b)
Financial Risk Management Objectives and Policies
The Group’s financial risk management policy seeks to ensure that adequate financial resources are available
for the development of the Group’s businesses whilst managing its interest rate, foreign exchange, liquidity and
credit risks. It is the Group’s policy not to engage in speculative transactions.
Interest Rate Risk
The Group’s primary interest rate risk relates to interest-bearing debts. The investment in financial assets are
mainly short term in nature and have been placed in fixed deposits which yield better returns than cash at
bank.
The Group actively reviews its debt portfolio, taking into account the investment holding period and nature
of its assets. The Group’s policy is to borrow principally on a floating rate basis but to retain a proportion of
fixed rate debt. The objectives for the mix between fixed and floating rate borrowings are set to reduce the
impact of an upward change in interest rates while enabling benefits to be enjoyed if interest rates fall.The mix
between fixed and floating rate borrowings is monitored and varied according to changes in interest rates to
ensure that the Group’s cost of financing is kept at the lowest possible. The Group does not hedge interest
rate risks.
(c)
Foreign Exchange Risk
The Group operates internationally and is exposed mainly to Australian Dollar. Foreign currency denominated
assets and liabilities together with expected cash flows from highly probable purchases and sales give rise to
foreign exchange exposures.
Foreign exchange exposures in transactional currencies other than functional currencies of the operating
entities are kept to an acceptable level.
99
100
METACORP BERHAD
2006 ANNUAL REPORT
43.
Financial Instruments (Cont’d.)
(d)
Liquidity Risk The net unhedged financial assets and financial liabilities of the Group companies that are not denominated
in their functional currencies are as follows:
Australian RM Dollar Equivalent
Net financial liabilities held in non-functional currency
At 31 March 2005
(146,847)
(434,814)
At 31 March 2006
(572,825)
(1,512,658)
The Group actively manages its debt maturity profile, operating cash flows and the availability of funding so
as to ensure that all refinancing, repayment and funding needs are met. As part of its overall prudent liquidity
management, the Group maintains sufficient levels of cash or cash convertible investments to meet its working
capital requirements. The Group also apportions its investments in marketable securities and other financial
investments by maintaining different maturity profiles. In addition, the Group strives to maintain available
banking facilities of a reasonable level to its overall debt position. As far as possible, the Group prudently
balances its portfolio with some short term funding so as to achieve overall cost effectiveness. (e) Credit Risk Credit risk, or the risk of counterparties defaulting, is controlled by the application of credit approvals, limits and
monitoring procedures. Credit risks are minimised and monitored via strictly limiting the Group’s associations
to business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via
Group management reporting procedures.
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or
to group of debtors.
METACORP BERHAD
2006 ANNUAL REPORT
(f)
Fair values
The carrying amounts of financial assets and financial liabilities which are not carried at fair value on the
balance sheets of the Group and of the Company as at the end of the financial year are represented as
follows:
Group
Company
Carrying Fair Carrying Fair
amount value amount value
Note
RM RM RM RM
Financial Assets
At 31 March 2006:
Investments
15
2,315,591 2,924,284 3,220,578 2,924,284
26
-
-
234,868,985 *
Due from jointly
controlled entities
25
2,628,662 ** 2,496,449 **
At 31 March 2005:
Investments
15
3,075,647 3,452,459 3,980,634 3,452,459
26
-
-
202,897,641 *
Due from jointly
controlled entities
25
2,148,050 ** 2,000,000 **
Due from a shareholder
of a subsidiary
25
40,251 ** -
-Financial Liabilities
At 31 March 2006:
Due to a director of a subsidiary 28
205,117 ** -
-
Due to a minority
shareholder 28
829,780 ** -
-
Due to related companies
28
1,237,177 ** 28,547 ** --
At 31 March 2005:
Due to subsidiaries
-
-
149,068,999 *
Due to a director
of a subsidiary 28
205,117 ** -
-
Due to a minority
shareholder of a subsidiary
28
829,780 ** -
-
101
102
METACORP BERHAD
2006 ANNUAL REPORT
43.
Financial Instruments (Cont’d.)
(f)
Fair values (Cont’d.)
* It is not practicable to estimate the fair value of the amount due from/(to) subsidiaries due to lack of
repayment terms and without having to incur excessive costs. However, the directors do not anticipate the
carrying amount recorded at the balance sheet date to be significantly different from the value that would
eventually be received or settled.
** Whilst the amounts due from/(to) jointly controlled entities, shareholders and a director of a subsidiary and
related companies have no fixed repayment terms, the directors do not anticipate the carrying amounts
recorded at the balance sheet date to be significantly different from the values that would eventually be
received or settled.
The following methods and assumptions are used to estimate the fair values of the following classes of financial
instruments:
(i) Cash and Cash Equivalents, Receivables and Payables
The carrying amounts approximate fair values due to the relatively short term maturity of
these financial instruments.
(ii) Quoted Investments
The fair value of quoted investments is determined by reference to stock exchange quoted market bid
prices at the close of the business on the balance sheet date.
44. METACORP BERHAD
2006 ANNUAL REPORT
Segment Information
Business Segment:
Energy RM 2006
Revenue
External Inter-segment Total revenue Property Property Toll Other development investment operations operations RM RM RM RM Investment
holding RM Elimination Consolidated
RM RM
11,250,898 50,293,660 6,811,890 21,786,059 -
-
2,980
-
5,003,917
- 95,149,404
2,157,381 (2,157,381) -
11,250,898 50,293,660
2,980
7,161,298 (2,157,381) 95,149,404
6,811,890 21,786,059
Results
Segment results (272,289) 16,690,060 6,182,268 11,659,856 (1,795,987) 73,393,087 (2,157,383) 103,699,612 Unallocated
corporate expense (77,228,963)
Profit from
operations 26,470,649
Finance costs (9,088,433)
Provision for
potential damages (94,599,168)
Share of results
of associate (30,264,956)
Share of results
of jointly
controlled entities (1,345,259)
Taxation (9,625,439)
Loss after taxation (118,452,606)
Minority interest 1,992,887
Net loss for the year (116,459,719)
103
104
METACORP BERHAD
2006 ANNUAL REPORT
44. Segment Information (Cont’d.)
Business Segment: (Cont’d.)
2006 (Cont’d)
Property Property Toll Other Investment
Energy development investment operations operations holding Elimination Consolidated
RM RM RM RM RM RM RM RM
Assets and
liabilities
Segment assets 79,163,409 2 52,935,462 84,953,014 - 2,242,530 115,563,767 - 534,858,182
Investment in
equity method
of associates 42,704,900 42,704,900
Investment in
equity method
of jointly
controlled entities 758,196
758,196
Unallocated
corporate assets 1,919,199
Consolidated
total assets 580,240,477
Segment liabilities 78,493,111 30,043,874 4 0,322,258 - 703,016 94,937,868 244,500,127
Unallocated
corporate liabilities 3,012,170
Consolidated total
liabilities 247,512,297
Other information
Capital expenditure 1,146,559 20,875
Depreciation 4,286,188 218,176
Amortisation - Impairment losses
- Non-cash expenses
other than
depreciation,
amortisation and
impairment losses
- -
-
-
-
-
37,080 2,357,187
208,938
177,640 317,636 233,650
3,916,037
- 1,808,536
- - 760,056
- - 96,074,366 -
3,770,639
5,233,290
5,724,573
760,056
96,074,366
44. METACORP BERHAD
2006 ANNUAL REPORT
Segment Information (Cont’d.)
2005
Revenue
External Inter-segment 10,924,273 48,729,904
-
6,811,890
4 9,434,819
- -
- -
Total revenue 10,924,273 48,729,904
6,811,890
4 9,434,819
- 3,597,870 (3,054,836) 116,443,920
543,034
- 116,443,920 3,054,83 (3,054,836)
-
Results
Segment results (1,169,981) 19,965,589 6,186,473
2 7,706,129 ( 385,955) 12,598,066 (3,054,836) 61,845,485 Unallocated corporate expense (18,933,884)
Profit from
operations 42,911,601
Finance costs (11,795,495)
Share of results
of associate (9,927,131)
Share of results
of jointly
controlled entities (1,185,523)
Taxation (13,750,243)
Profit after taxation 6,253,209 Minority interest 2,589,077
Net profit for the year 8,842,286
105
106
METACORP BERHAD
2006 ANNUAL REPORT
44. Segment Information (Cont’d.)
Assets and
liabilities
Segment assets 83,969,098 2 50,736,831 83,908,292 1 25,931,507 129,547 62,426,341 607,101,616
Investment in
equity method
of associates 73,273,332 73,273,332
Investment in
equity method
of jointly
controlled entities 2,512,581 2,512,581
Unallocated
corporate assets 41,962,570
Consolidated total assets 724,850,099
Segment liabilities 78,515,638 28,916,061 6 6,335,456 4 8,215,280 17,500 25,260,458 247,260,393
Unallocated
corporate liabilities 21,649,020
Consolidated
total liabilities 268,909,413
Other information
Capital expenditure 1,579,509 2,450
Depreciation 4,221,803 3,014,460
Amortisation
-
-
Impairment losses Non-cash expenses
other than
depreciation,
amortisation and
impairment losses 1,100,957 -
-
-
-
-
192,665
476,589
6,683,427
-
-
1,801 48,560
13,558 1,836,742
3,212
221,741 7,937,805
- 3,753,691 10,437,118
- 15,180,193 15,180,193
- (276,401) 826,357
METACORP BERHAD
2006 ANNUAL REPORT
List Of Properties Held By The Group
List of Properties
Acquisition Description
Exisiting Tenure
Land Area / Age Date
Use
Built- up Net Book Value
RM(‘000)
Malaysia
No 15 - B GCB Court
14-Mar-91 Apartment
Residential
Freehold
1,596 sq ft
19 years Jalan Ampang
Building
Kuala Lumpur
281
Mukim of Durian Tunggal 10-Oct-94 Vacant Proposed Leasehold 1,015.28 acres - Alor Gajah &
mixed
expiring Mukim of Bukit Katil
Development
2098
Melaka Tengah
Melaka
59,348
Mukim of Bukit Katil
10-Oct-94 Mixed
On going
Melaka Tengah
Development Development
Melaka 12,361
Leasehold 178.19 acres
-
expiring
2097
PT8147 Jalan TU2
13-Jan-01 Single Storey Sales Office
Leasehold 39,373 sq. ft
6 years Taman Tasik Utama
Office Building expiring
Ayer Keroh
2097
Melaka
1,801
Lot 1215, Jalan E1
Dec-02
District Building
Freehold
1.36 hectares
7 years Flagship Zone
Cooling Plant
63000 Cyberjaya
10,737
Bangunan Shell Malaysia 18-Apr-03 Office Building Rental
Freehold
35,345 sq mt.
19 years Menara B, Lot 51452
along Changkat Semantan
Off Jalan Semantan
Damansara Heights
50450 Kuala Lumpur
81,364
Lot 40512 & 40513
04-Oct-05 Vacant Land
Proposed Freehold
22,796 sq. ft.
-
Mukim & District of Development
Kuala Lumpur
Wilayah Persekutuan
Overseas
24, Morris Street
25-Jul-05
Vacant Land
Proposed
Freehold
698 sq. mt.
Balwyn North
Residential
Melbourne, Australia
16-28, Wreckyn Street
06-Mar-06 Vacant Land
Proposed
Freehold
1,113 sq. mt.
North Melbourne Residential
Australia
5,129
1,650 8,173
107
108
METACORP BERHAD
2006 ANNUAL REPORT
Notice Of Annual General Meeting
NOTICE IS HEREBY GIVEN that the Twenty-Third Annual General Meeting of the Company will be held at its Registered
Office at No. 26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Wednesday,
20 September 2006 at 10.00 a.m. for the following purposes:
AGENDA
1.
To receive the Audited Financial Statements for the financial year ended 31 March 2006
together with the Reports of the Directors and Auditors thereon.
(Resolution 1)
2.
To approve the payment of Directors’ fees for the financial year ended 31 March 2006.
(Resolution 2)
3.
To re-elect Puan Adibah Khairiah binti Ismail @ Daud who retires in accordance with Article
101 of the Company’s Articles of Association.
(Resolution 3)
4.
To re-elect Dato’ Ir. A. Rashid bin Omar who retires in accordance with Article 106 of the
Company’s Articles of Association.
5.
To re-appoint the following Directors who retire pursuant to Section 129(6) of the
Companies Act, 1965:(a)
(b)
Dato’ Dr. Nik Hussain bin Abdul Rahman Dato’ Nik Hassan bin Abdul Rahman
6.
To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the
Directors to fix their remuneration. 7.
As Special Business
(Resolution 4)
(Resolution 5)
(Resolution 6)
(Resolution 7)
To consider and, if thought fit, with or without modification, to pass the following ordinary
and special resolutions:-
ORDINARY RESOLUTION 1
- Authority To Issue Shares Pursuant To Section 132d Of The
Companies Act, 1965
“That pursuant to Section 132D of the Companies Act, 1965, the Directors be and are
hereby empowered to issue and allot shares in the Company at any time and upon such
terms and conditions and for such purposes as the Directors may, in their absolute discretion
deem fit provided that the aggregate number of shares issued pursuant to this resolution
does not exceed 10% of the issued share capital of the Company for the time being
and that the Directors be and are also empowered to obtain the approval for the listing
of and quotation for the additional shares so issued on Bursa Malaysia Securities Berhad
and that such authority shall continue in force until the conclusion of the next Annual
General Meeting of the Company, subject always to the Companies Act, 1965, the Articles
of Association of the Company and approval of all relevant regulatory authorities being
obtained for such allotment and issues.” (Resolution 8)
METACORP BERHAD
2006 ANNUAL REPORT
- Proposed Renewal Of Shareholders’ Mandate For Recurrent
Related Party Transactions Of A Revenue Or Trading Nature
“That, subject to the Listing Requirements of Bursa Malaysia Securities Berhad, approval be
and is hereby given to the Company and its subsidiaries to enter into the recurrent related
party transactions of a revenue or trading nature with those related parties as specified in
Section 2.2.3 of the Circular to Shareholders dated 29 August 2006, subject further to the
following:(i)
the transactions are in the ordinary course of business which are necessary for dayto-day operations and are on normal commercial terms not more favourable than
those generally available to the public and are not to the detriment of the minority
shareholders of the Company;
(ii)
disclosure is made in the annual report of the aggregate value of transactions
conducted pursuant to the shareholders’ mandate during the financial year; and
(iii)
such approval shall continue to be in force until:(a)
(b)
(c)
the conclusion of the next Annual General Meeting (“AGM”) of the Company
following the general meeting at which this mandate is passed, at which time
it will lapse, unless by a resolution passed at the meeting, the authority is
renewed;
the expiration of the period within which the next AGM is required to be
held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but
shall not extend to such extension as may be allowed pursuant to Section
143(2) of the Act); or
revoked or varied by resolution passed by the shareholders of the Company
in general meeting;
whichever is earlier.
And that the Directors and/or any of them be and are hereby authorised to complete and
do all such acts and things (including executing such documents as may be required) to give
effect to the transactions contemplated and/or authorised by this ordinary resolution.”
- Proposed New Shareholders’ Mandate For Additional Recurrent
Related Party Transactions Of A Revenue Or Trading Nature
“That, subject to the Listing Requirements of Bursa Malaysia Securities Berhad, approval be
and is hereby given to the Company and its subsidiaries to enter into additional recurrent
related party transactions of a revenue or trading nature with those related parties as
specified in Section 2.2.3 of the Circular to Shareholders dated 29 August 2006, subject
further to the following:-
(Resolution 9)
109
110
METACORP BERHAD
2006 ANNUAL REPORT
(i)
the transactions are in the ordinary course of business which are necessary for dayto-day operations and are on normal commercial terms not more favourable than
those generally available to the public and are not to the detriment of the minority
shareholders of the Company;
(ii)
disclosure is made in the annual report of the aggregate value of transactions
conducted pursuant to the shareholders’ mandate during the financial year; and
(iii)
such approval shall continue to be in force until:(a)
(b)
(c)
the conclusion of the next Annual General Meeting (“AGM”) of the
Company following the general meeting at which this mandate is passed,
at which time it will lapse, unless by a resolution passed at the meeting, the
authority is renewed;
the expiration of the period within which the next AGM is required to be
held pursuant to Section 143(1) of the Companies Act, 1965 (“the Act”) (but
shall not extend to such extension as may be allowed pursuant to Section
143(2) of the Act); or
revoked or varied by resolution passed by the shareholders of the Company
in general meeting;
whichever is earlier.
And that the Directors and/or any of them be and are hereby authorised to complete and
do all such acts and things (including executing such documents as may be required) to give
effect to the transactions contemplated and/or authorised by this ordinary resolution.”
(Resolution 10)
SPECIAL RESOLUTION
- Proposed Amendments To The Articles Of Association Of The
Company
“That the amendments to the Articles of Association of the Company as set out in Appendix
I of the Circular to Shareholders dated 29 August 2006 be and are hereby approved.”
8.
To transact any other ordinary business of which due notice has been given.
By Order of the Board
Chan Bee Kuan (MAICSA 7003851)
Tan Kon Ling (MAICSA 7031438)
Company Secretaries
29 August 2006
(Resolution 11)
METACORP BERHAD
2006 ANNUAL REPORT
Explanatory Notes To Special Business:
Authority to Issue Shares Pursuant to Section 132D of the Companies Act, 1965
The Ordinary Resolution 1, if passed, will give powers to the Board of Directors to issue and allot shares at any time in their
absolute discretion without convening a general meeting. This authority, unless revoked or varied at a general meeting, will
expire at the conclusion of the next Annual General Meeting of the Company.
Proposed Shareholders’ Mandate for Recurrent Related Party Transactions of a Revenue or Trading Nature
The Ordinary Resolutions 2 and 3, if passed, will allow the Company and its subsidiaries to enter into recurrent related party
transactions of a revenue or trading nature with the related parties in the ordinary course of business which are necessary
for its day-to-day operations and on normal commercial terms which are not more favourable than those generally available
to the public and are not to the detriment of the minority shareholders of the Company. The details of this proposed
mandate are set out in the Circular to Shareholders dated 29 August 2006.
Proposed Amendments to the Articles of Association
The Proposed Amendments is to enhance administrative efficiency of the Company. The details of the Proposed Amendments
to the Articles of Association are set out in the Circular to Shareholders dated 29 August 2006.
Notes:
1.
A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend
and vote in his/her stead. A proxy need not be a member of the Company.
2.
Where a member appoints two or more proxies, the appointment shall be invalid unless he/she specifies the proportions of
his/her holdings to be represented by each proxy.
3.
The instrument appointing a proxy or proxies, in the case of an individual, shall be signed by the appointer or his/her attorney
duly authorised, and in the case of a corporation, either under its common seal or under the hand of an officer or attorney
duly authorised in writing.
4.
The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at No. 26, Jalan
2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan not less than forty-eight (48) hours
before the time appointed for holding the meeting or any adjournment thereof.
5.
Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories)
Act, 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary shares of the
Company standing to the credit of the said securities account.
111
112
METACORP BERHAD
2006 ANNUAL REPORT
Statement Accompanying Notice Of Annual General Meeting
1.
Directors standing for re-election at the Twenty-Third Annual General Meeting of Metacorp Berhad
(a)
(Article 101 of the Company’s Articles of Association)
(b)
(Article 106 of the Company’s Articles of Association)
(c)
(Section 129(6) of the Companies Act, 1965)
(d)
(Section 129(6) of the Companies Act, 1965)
The shareholdings of Directors standing for re-election as at 24 July 2006 are as follows:Name of Director
Puan Adibah Khairiah binti Ismail @ Daud Dato’ Ir. A. Rashid bin Omar
Direct Interest No. of Shares
-
-
480,000
360,000
Indirect Interest
No. of Shares
509,377,778 (1)
Note:
(1)
Deemed interested by virtue of his spouse’s shareholdings in MTD Capital Bhd, his and his children’s shareholdings in
Nikvest Sdn Bhd, a substantial shareholder of MTD Capital Bhd, which in turn is a substantial shareholder in Metacorp
Berhad via its wholly owned subsidiary, Lambang Simfoni Sdn Bhd.
2.
Further details of Directors who are standing for re-election is set out in the Board of Directors’ Profile of this Annual
Report.
Details of Twenty-Third Annual General Meeting
The Twenty-Third Annual General Meeting of Metacorp Berhad will be held at its Registered Office at No. 26, Jalan
2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Wednesday, 20 September
2006 at 10.00 a.m.
3.
Details of Attendance of Directors at Board Meetings
Five (5) board meetings were held during the financial year ended 31 March 2006 and details of attendance of
Directors are as follows:Name of Director
Attendance
4/5
4/5
4/5
5/5
(Appointed on 18 October 2005)
2/2
5/5
Dato’ Mustaffa bin Mohd
(Resigned on 16 June 2005)
0/1
FORM OF PROXY
Number of shares held CDS Account No.
*I/We, .....................................................................................................................*NRIC No./Company No........................................................................................................
(FULL NAME IN BLOCK LETTERS)
of ................................................................................................................................................................................................................................................................................................
(FULL ADDRESS)
being a *member/members of METACORP BERHAD, hereby appoint..........................................................................................................................................
........................................................................................................................................ NRIC No........................................................................................................................................
of..................................................................................................................................................................................................................................................................................................
(FULL ADDRESS)
or, *failing him/her,.............................................................................................................. NRIC No.........................................................................................................................
of ................................................................................................................................................................................................................................................................................................
(FULL ADDRESS)
or failing *him/her, the *CHAIRMAN OF THE MEETING as *my/our proxy to attend and vote for *me/us and on *my/our behalf at
the Twenty-Third Annual General Meeting of the Company to be held at the Registered Office of the Company at No. 26, Jalan 2/6,
Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan on Wednesday, 20 September 2006 at 10.00 a.m. and
at any adjournment thereof.
Please indicate with an “X” in the spaces provided below as to how you wish your votes to be cast. If no specific direction as to voting
is given, the proxy will vote or abstain at *his/her discretion.
NO. RESOLUTIONS
1
To receive the Audited Financial Statements for the financial year ended 31 March 2006
together with the Reports of the Directors and Auditors thereon.
2
To approve the payment of Directors’ fees for the financial year ended 31 March 2006.
3
To re-elect Puan Adibah Khairiah binti Ismail @ Daud who retires in accordance with Article
101 of the Company’s Articles of Association.
4
To re-elect Dato’ Ir. A. Rashid bin Omar who retires in accordance with Article 106 of the
Company’s Articles of Association.
5
To re-appoint Dato’ Dr. Nik Hussain bin Abdul Rahman who retires pursuant to Section
129(6) of the Companies Act, 1965.
6
To re-appoint Dato’ Nik Hassan bin Abdul Rahman who retires pursuant to Section 129(6)
of the Companies Act, 1965.
7
To re-appoint Messrs Ernst & Young as Auditors of the Company and to authorise the
Directors to fix their remuneration.
8
Authority to issue shares pursuant to Section 132D of the Companies Act, 1965.
9
Proposed Renewal of Shareholders’ Mandate for Recurrent Related Party Transactions of a
Revenue or Trading Nature.
10
Proposed New Shareholders’ Mandate for Additional Recurrent Related Party Transactions
of a Revenue or Trading Nature.
11
Proposed Amendments to the Articles of Association of the Company.
FOR
AGAINST
* Strike out whichever not applicable
As witness my/our hand(s) this .......... day of ............................, 2006
.................................................................................
Signature of Member/Common Seal
Notes:
1.
2.
3.
4.
5.
A member of the Company entitled to attend and vote at the meeting is entitled to appoint one or more proxies to attend and vote in his/her stead. A proxy need not be a member of the
Company.
Where a member appoints two or more proxies, the appointment shall be invalid unless he/she specifies the proportions of his/her holdings to be represented by each proxy.
The instrument appointing a proxy or proxies, in the case of an individual, shall be signed by the appointer or his/her attorney duly authorised, and in the case of a corporation, either under its
common seal or under the hand of an officer or attorney duly authorised in writing.
The instrument appointing a proxy or proxies must be deposited at the Registered Office of the Company at No. 26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor
Darul Ehsan not less than forty-eight (48) hours before the time appointed for holding the meeting or any adjournment thereof.
Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each
securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
Fold this flap for sealing
Then fold here
AFFIX
STAMP
THE COMPANY SECRETARIES
METACORP BERHAD
68100 Batu Caves
1st fold here
METACORP BERHAD ( 93570-P )
26, Jalan 2/6, Dataran Templer, Bandar Baru Selayang, 68100 Batu Caves, Selangor Darul Ehsan
Tel : 603-6120 3322 Fax : 603-6120 3222
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