Meda Inc. Berhad Annual Report For Year 2005 (Page 01-31)
Transcription
Meda Inc. Berhad Annual Report For Year 2005 (Page 01-31)
. .our . . . .profile ............ Meda started its commercial operations way back in 1993, was listed on the Main Board of the Bursa Malaysia Securities Bhd under the property sector on 19 March 2002. The Group’s core activities are in the property development, holding of investment properties and hotel business. The Group through its subsidiaries also involve in project management services, provision of landscaping services, and car park operations. The Group has successfully completed various shopping complexes, hotels and office buildings such as The Summit Subang USJ and The Summit, Bukit Mertajam. The Group has also several on-going property development projects and they are ‘Semantan Avenue Suites’ in Damansara Heights Kuala Lumpur; ‘Nusa Dusun Orchard Resort’, Kuala Linggi, Melaka; ‘Kota Malim Prima’ in Tanjung Malim Perak and ‘Semaba Park’, Kuching, Sarawak. Strong customer orientation and innovative products and services are the foundation of Meda’s business that are essential to its success. The Group is driven by the principles of innovativeness. Meda is committed to deliver quality products and services on time. Meda aspires to lead the market by continuing to add value to its core businesses and satisfying its customers’ needs better. The Group views its human capital as the primary source of success towards achieving its vision and mission. The Group’s employees have a diverse educational and operational background whom will be able to lead the Group. The overall thrust of Meda Human Resource Strategy is to recruit, reward and retain the best and the brightest employees. As Meda moves ahead, Meda will continue to focus on creating innovative concepts and solutions to its customers and stakeholders whilst maintaining the highest degree of professionalism and integrity. Cover R etionale .................. The rationale of this cover design with a serene image of a lakeview denotes that the company is evolving towards the progression and the conservation of an environmentalfriendly business pathway. The natural hue of green adds a convincing yet unequivocal touch that better leads the direction in ecological-awareness that the company is working towards for. As an enrichment to the visual, a soon-to-bloom lotus bud image is complimented to diffuse the notion of the opening of a brand new chapter for the company. .our . . . .vision ............. To establish the Group’s reputation as a pioneer in perfecting Nusa Dusun Orchard Resort, Kuala Linggi, Melaka innovative development concept and a leading developer of projects with excellent location and value. .our . . . .mission ............. To create and introduce innovative concepts and solutions to Semantan Avenue Suites, Damansara Heights all the Company’s businesses via exemplary and dynamic leadership and consultative networking. To strive and thrive hard in order to achieve excellence and carve a reputation as an ‘innovative, reliable and dependable’ developer. To constantly provide expedient and effective services to our customers at all levels of operations. To continually deliver good and quality products as promised Semaba Park, Kuching, Sarawak and on time. To create, develop and provide challenging and rewarding careers for all employees as well as safeguard and enhance the interests of the stakeholders. To remain creative, firm, adventurous and dynamic as a leading developer. Kota Malim Prima, Tanjung Malim, Perak contents Corporate 03 Notice Of Annual General Meeting 05 Statement Accompanying Notice Of Annual General Meeting 06 Corporate Information 07 Corporate Structure 10 Board Of Directors 12-17 Profile Of Directors 18 Management Team 22-24 Chairman’s Statement 25-31 Review of Operations 32-36 Statement On Corporate Governance 37 Statement Of Directors’ Responsibilities 38 Audit Committee Report 42 Statement On Internal Control 44 Other Information Financial Statements 46-49 Directors’ Report 50 Statement By Directors 50 Statutory Declaration 51-52 Report Of The Auditors 53-54 Balance Sheets 55 Income Statements 56 Statements Of Changes In Equity 57-58 59-106 Cash Flow Statements Notes To The Financial Statements 107-110 Analysis Of Shareholdings 111-112 List Of Properties Proxy Form Meda Inc Bhd annual rep or t 2 0 0 5 notice of annual general meeting NOTICE IS HEREBY GIVEN that the Sixth Annual General Meeting of the Company will be held at Ballroom 1, Level 5, The Summit Hotel Subang USJ, Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor on Thursday, 29 June 2006 at 10:00 a.m. AGENDA 1. To receive and adopt the Audited Financial Statements for the year ended 31 December 2005 together with the Directors’ and Auditors’ Reports thereon. 2. To approve the payment of Directors’ fee. 3. To re-elect the following Directors who retire in accordance with the Company’s Articles of Association:(a) Ong Bok Siong (b) Chiam Tau Meng (c) Dato’ Dr. Loga Bala Mohan a/l Jaganathan 4. To re-appoint Tan Sri Dato' Mohd Ramli Bin Kushairi who retires in accordance with Section 129 of the Companies Act, 1965. 5. To consider the change of auditors:“That in view of Messrs BDO Binder not seeking re-appointment, Messrs Monteiro & Heng having consented to act, be and are hereby appointed as auditors of the Company for the year ending 31 December 2006 to hold office until the conclusion of the next Annual General Meeting and that authority be and is hereby given for the Directors to determine their remuneration.” 6. To transact any other business appropriate to an Annual General Meeting. 7. As SPECIAL BUSINESS, to consider and if thought fit, to pass the following resolution:- ORDINARY RESOLUTION AUTHORITY TO ALLOT AND ISSUE SHARES IN GENERAL PURSUANT TO SECTION 132D OF THE COMPANIES ACT, 1965 “That, subject to the Companies Act, 1965 and the Articles of Association of the Company and approvals from the Securities Commission and Bursa Malaysia Securities Berhad and other relevant governmental or regulatory authorities, the Directors be and are hereby empowered pursuant to Section 132D of the Companies Act, 1965 to allot and issue shares in the capital of the Company from time to time upon such terms and conditions and for such purposes as the Directors may in their 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 such authority shall continue in force until the conclusion of the next Annual General Meeting of the Company.” BY ORDER OF THE BOARD TAI SIEW MAY Secretary Subang Jaya, Selangor 7 June 2006 annual rep or t 2 0 0 5 Meda Inc Bhd 3 notice of annual general meeting (cont'd) Notes: (a) A member entitled to attend and vote at the meeting is entitled to appoint not more than two (2) proxies to attend and vote in his stead. A proxy need not be a member of the Company and Section 149(1) of the Companies Act,1965 shall not apply. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportion of his holdings to be represented by each proxy. (b) In the case of a corporate body, the proxy appointed must be in accordance with the Articles of Association and the instrument appointing a proxy shall be given under the company s common seal or under the hand of an officer or attorney of the corporation duly authorized. (c) The Form of Proxy must be deposited at the Company s Registered Office at 9th Floor, Menara Summit, Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor not less than forty-eight (48) hours before the time set for holding the meeting or at any adjournment thereof. (d) Any alteration in the Form of Proxy must be initialed. EXPLANATORY NOTES TO SPECIAL BUSINESS ORDINARY RESOLUTION The proposed Ordinary Resolution, if passed, will give the Directors of the Company the power to issue shares in the Company up to an amount not exceeding in total 10% of the issued share capital of the Company for such purposes as the Directors consider would be in the interest of the Company. This would avoid any delay and cost involved in convening a general meeting to specifically approve such an issue of shares. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. 4 Meda Inc Bhd annual rep or t 2 0 0 5 statement accompanying notice of annual general meeting 1. Directors who are standing for re-election or re-appointment at the Sixth Annual General Meeting of the Company Directors who are standing for re-election in accordance with Article 96(1) of the Company s Articles of Association:(a) Ong Bok Siong (b) Chiam Tau Meng Director who is standing for re-election in accordance with Article 103 of the Company s Articles of Association:(a) Dato Dr. Loga Bala Mohan a/l Jaganathan Director who is standing for re-appointment in accordance with Section 129 of the Companies Act, 1965:(a) Tan Sri Dato’ Mohd Ramli Bin Kushairi The profiles of the above Directors are set out in the Section entitled Profile of Directors . Their shareholdings in the Company and the subsidiary companies are set out in the Section entitled Directors Report on page 47. 2. Attendance of Board Meetings There were five(5) Board Meetings held during the financial year ended 31 December 2005. The attendance of the Directors is set out on Page 32 on the Statement of Corporate Governance in the Annual Report. 3. Sixth Annual General Meeting Place Date Time : Ballroom 1, Level 5, The Summit Hotel Subang USJ, Persiaran Kewajipan, USJ 1, 47600 UEP Subang Jaya, Selangor : 29 June 2006 : 10:00 a.m. annual rep or t 2 0 0 5 Meda Inc Bhd 5 corporate information Board of Directors Company Secretary Tan Sri Dato’ Mohd Ramli bin Kushairi Non-Executive Director/Chairman Tai Siew May Auditors Dato’ (Dr.) Teoh Seng Foo Executive Director/President Teoh Seng Kian Executive Director/Group Managing Director Ong Bok Siong Executive Director/Chief Executive Officer BDO Binder Chartered Accountants 12th Floor, Menara Uni.Asia 1008, Jalan Sultan Ismail, 50250 Kuala Lumpur Stock Exchange Listing Chiam Tau Meng Independent Non-Executive Director Bursa Malaysia Securities Berhad Main Board Ooi Giap Ch’ng Independent Non-Executive Director Bankers Dato’ Dr. Loga Bala Mohan a/l Jaganathan Non-Independent Non-Executive Director AmMerchant Bank Berhad Bumiputra-Commerce Bank Berhad Malayan Banking Berhad Affin Bank Berhad Audit Committee Alliance Bank Malaysia Berhad Chiam Tau Meng (Chairman) Public Bank Berhad RHB Bank Berhad Ooi Giap Ch’ng (Member) SME Bank Berhad Teoh Seng Kian (Member) (Formerly known as Bank Pembangunan & Infrastruktur (M) Berhad) Registered Office Share Registrar 9th Floor, Menara Summit Tel: 03 - 8024 8866 Symphony Share Registrars Sdn. Bhd. Level 26, Menara Multi-Purpose Capital Square No. 8, Jalan Munshi Abdullah 50100 Kuala Lumpur Email address : [email protected] Tel No. : 03-2721 2222 Fax: 03 - 8024 8966 Fax No. : 03-2721 2530 / 2721 2531 Persiaran Kewajipan USJ 1 47600 UEP Subang Jaya Selangor Darul Ehsan Website: www.meda.com.my 6 Meda Inc. Bhd a n n u a l re p o r t 2 0 0 5 corporate structure Meda : Meda Development Sdn Bhd ZKP : ZKP Development Sdn Bhd Litaran Bayu : Litaran Bayu Sdn Bhd Kota Malim : Kota Malim Sdn Bhd Kota Malim 30% Nandex : 70% Nandex Development Sdn Bhd Everlasting 100% Everlasting : Everlasting Growth Sdn Bhd Litaran Bayu 100% MIB Construction 100% Impressive : Impressive Performance Sdn Bhd ZKP 100% Sri Lingga : Sri Lingga Sdn Bhd Nandex Land 100% Cemerlang Land : Cemerlang Land Sdn Bhd Meda Project : Meda Project Management Sdn Bhd Meda Project 100% Impressive 100% Nandex 100% Meda Realty 100% PutarErat Cemerlang Land 100% Meda Realty : Meda Realty Sdn Bhd 40% 60% Performance Sciences Sri Lingga 100% MIB Construction : MIB Construction Sdn Bhd Meda 100% Nandex Land : Nandex Land Sdn Bhd Performance Sciences : Performance Sciences Sdn Bhd Putar-Erat: Putar-Erat Sdn Bhd a n n u a l re p o r t 2 0 0 5 Meda Inc. Bhd (Company No.: 507785-P) 7 board of directors From left to right: Teoh Seng Kian Ooi Giap Ch ng Ong Bok Siong 10 Meda Inc. Bhd a n n u a l re p o r t 2 0 0 5 From left to right: Dato Dr. Loga Bala Mohan a/l Jaganathan Tan Sri Dato Mohd Ramli bin Kushairi Chiam Tau Meng Dato (Dr.) Teoh Seng Foo 11 profile of board of directors Tan Sri Dato’ Mohd Ramli Bin Kushairi, aged 70, was appointed to the Board as a Director and Chairman on 28th December 2001. He graduated from the Hull University, United Kingdom, with an Honours Degree in Social Science, and did his post-graduate studies at the King’s College, University of London. Tan Sri Ramli began his career in the public service in 1961 as Assistant Secretary at Bank Negara Malaysia. From 1965 to 1972, he served in senior positions at Tariff Advisory Board and Federal Agricultural Marketing Authority. From 1972 to 1983, he served as a Director and subsequently the Group Managing Director of Kumpulan FIMA Berhad. Tan Sri Ramli is also currently the Chairman of South Malaysia Industries Berhad and a Non-Executive Director of Gamuda Berhad, Masscorp Berhad and Sime Engineering Services Berhad. TAN SRI DATO' MOHD RAMLI BIN KUSHAIRI PSM, DPMP, JMN, KMN Chairman (Non-Independent / Non Executive) Malaysian Tan Sri Ramli was a past Vice President of the Dewan Perniagaan Melayu Malaysia and past Secretary-General of the National Chamber of Commerce and Industry Malaysia and ASEAN-Chambers of Commerce and Industry. He has also served as UMNO Liaison Secretary for Federal Territory from 1980 to 1982, and a member of the Advisory Board of Dewan Bandaraya. Currently he is a member of the Malaysian Business Council (MBC), Board of the National Productivity Corporation (NPC), the National Standards and Accreditation Council and Chairman of the Council s Standards Committee. Tan Sri Ramli was appointed to the Board of Trustees of Yayasan Tuanku Bainun on 10th June 2002, and Yayasan Suluh Budiman Universiti Pendidikan Sultan Idris on 1st October 2002. He is a member of the External Planning Group of the University of Hull, United Kingdom, since 23rd June 2003. He is also as a Director of the Board of Universiti Teknologi Malaysia since 15th March 2004. He is the Vice President of Persatuan Darul Ridzuan DiSelangor dan Wilayah Persekutuan. Tan Sri Ramli was awarded the Darjah Panglima Setia Mahkota (P.S.M.) which carries the title Tan Sri by His Majesty the Yang Dipertuan Agong, Sultan Salahuddin Abdul Aziz Shah on 5th June 1999. He was also awarded the Darjah Dato Paduka Mahkota Perak (D.P.M.P.), which carries the title Dato by His Royal Highness, Sultan Perak, on 19th April 1988. Tan Sri Ramli sits on the Remuneration Committee of the Company as Chairman. Tan Sri Ramli has a direct shareholdings of 782,710 ordinary shares of RM0.50 each as at 16 May 2006 in the Company and does not have any interest in shares of all the subsidiaries, neither does he have any family relationship with any Director and/or major shareholder. He does not have any conflict of interest with the Company nor any convictions for offences within the past 10 years. 12 Meda Inc. Bhd annual rep or t 2 0 0 5 profile of board of directors Dato (Dr.) Teoh Seng Foo, aged 49, was appointed to the Board as President on 28 December 2001 and re-designated to executive position on 19 February 2004. An Accountant by profession, Dato is a Chartered Accountant of the Malaysian Institute of Accountants and a Fellow Member of the Chartered Institute of Management Accountants, United Kingdom. Dato also holds a Diploma in Commerce from Tunku Abdul Rahman College and was conferred the Honorary Doctorate in Business Administration by University of Abertay Dundee, United Kingdom on 2 November 2002. Dato has wide experience in commerce and industry, having held senior management positions in multi-nationals such as Intel Technology, Woodward & Dickerson Inc. and PricewaterhouseCoopers. Dato is currently the Chairman of the Education Committee in the Malaysian-China Business Council. In addition, Dato holds these board positions in the following public listed companies:EcoFirst Consolidated Berhad DATO' (DR.) TEOH SENG FOO President (Non-Independent / Executive) Malaysian (Formerly known as Kumpulan Emas Berhad) - Executive Deputy Chairman SEG International Bhd - President/ Executive Director Dato is the Chairman of the Nominating and Risk Management Committees and a member of the Remuneration Committee of the Company. Dato has direct and indirect shareholdings of 17,872,224 and 48,165,008 ordinary shares of RM0.50 each respectively as at 16 May 2006 in the Company. He is deemed to have an interest in all the shares held by the Company in the subsidiaries by virtue of his substantial interest in shares in the Company. Dato is a brother to Teoh Seng Aun, a substantial shareholder of the Company and Teoh Seng Kian, the Group Managing Director and substantial shareholder of the Company. Aside from this, he has no other family relationship with any other Director and/or major shareholder of the Company nor any convictions for offences within the past 10 years. Dato has not entered into any transaction, whether directly or indirectly, which have a conflict of interest with the Company, other than those disclosed in Note 43 in the accompanying financial statements. annual rep or t 2 0 0 5 Meda Inc. Bhd 13 profile of board of directors Teoh Seng Kian, aged 46, was appointed to the Board as Group Managing Director on 28 December 2001. He graduated with a Bachelor of Engineering (Mechanical) degree from Australia in 1984. He started his career with an Australian company specializing in manufacturing of building materials. Upon returning to Malaysia, he served as a director in a company involved in quarrying and infrastructure construction. He has been with the Meda Inc. Group since 1993 as the Group Project Director. He is also the Chairman of the Executive Committee and a member of the Audit and Tender Committees of the Company. He has a direct and indirect shareholdings of 28,373,424 and 48,165,008 ordinary shares of RM0.50 each respectively as at 16 May 2006 in the Company. He is deemed to have an interest in all the shares held by the Company in the subsidiaries by virtue of his substantial interest in shares in the Company. TEOH SENG KIAN Group Managing Director (Non-Independent / Executive) Malaysian 14 He is a brother to Dato (Dr.) Teoh Seng Foo, the President cum substantial shareholder and Teoh Seng Aun, a substantial shareholder of the Company. Aside from this, he has no other family relationship with any other Director and/or major shareholder of the Company nor any convictions for offences within the past 10 years. He has not entered into any transaction which have a conflict of interest with the Company, other than those disclosed in Note 43 in the accompanying financial statements. Meda Inc. Bhd a n n u a l re p o r t 2 0 0 5 profile of board of directors Ong Bok Siong, aged 46, was appointed as Chief Executive Officer of the Company on 23 April 2002 and to the Board on 15 May 2002. He holds a Bachelor of Law Degree from University of London, a First Class Honours Bachelor of Science degree in Building Economics and Quantity Surveying from the Heriot Watt University, Scotland, United Kingdom and a Diploma in Building Technology from the Tunku Abdul Rahman College. He is also a registered Quantity Surveyor with the Lembaga Juruukur Bahan Malaysia. He is currently a member of the Chartered Institute of Building, United Kingdom, the Malaysian Institute of Arbitrators, the Chartered Institute of Arbitrators, UK, the Malaysian Institute of Management, the Institute of Surveyors, Malaysia and the Institute of Value Management, Malaysia. He started his career in the construction and property industry since 1983 and had been involved in mega construction and property development projects. Prior to his appointment as a Chief Executive Officer of the Company, he was the Project Director of the Group overseeing the property development activities of Meda Inc. Group. In his private involvement, he is the Deputy Chairman of the Board of Governors of SJK(C) Chee Wen, Subang Jaya, Selangor. He has been elected as the Vice President (Finance) of The Chartered Institute of Building, Malaysia for year 2005 to 2007. ONG BOK SIONG Chief Executive Officer (Non-Independent / Executive) Malaysian a n n u a l re p o r t He is also the Chairman of Tender Committee and a member of the Executive and Risk Management Committees of the Company. He does not hold any shares in the Company and subsidiaries neither does he have any family relationship with any Director and/or major shareholder. He does not have any conflict of interest with the Company nor any convictions for offences within the past 10 years. 2 0 0 5 Meda Inc. Bhd 15 profile of board of directors Chiam Tau Meng, aged 52, was appointed to the Board on 28 December 2001. He graduated with a Bachelor of Commerce Degree majoring in Accountancy from the University of Otago, Dunedin, New Zealand in 1976. He was admitted as an Associate Chartered Accountant of the Institute of Chartered Accountants of New Zealand in 1980. He is also a Chartered Accountant of the Malaysian Institute of Accountants. He started his career in 1976 as a Finance Manager of Tolley Industries Ltd (New Zealand) and in 1979, he joined Malaysian Containers (1974) Berhad as a finance manager cum company secretary. In 1984, he joined Menang Corporation (M) Berhad as a General Manager of Corporate Services and in 1989, he joined Bee Hin Holdings Sdn. Bhd. which was undergoing a reconstruction scheme under Section 176 of the Act on Kuala Lumpur Industries Berhad as General Manager of Corporate Finance. In 1992, he was in the Management consultancy practice of an international accounting organization and in 1994, he set up his own consulting practice. He sits on the Audit Committee as Chairman and is also a member of the Nominating Committee of the Company. CHIAM TAU MENG Director (Independent / Non-Executive) Malaysian 16 He also sits on the Board of Menang Corporation (M) Berhad and LCL Corporation Berhad, both are public companies listed on the Main Board and Second Board of Bursa Malaysia Securities Berhad respectively as an Independent Non-Executive Director. He does not hold any shares in the Company and subsidiaries neither does he have any family relationship with any Director and/or major shareholder. He does not have any conflict of interest with the Company nor any convictions for offences within the past 10 years. Meda Inc. Bhd annual rep or t 2 0 0 5 profile of board of directors Ooi Giap Ch’ng, aged 47, was appointed to the Board on 28 December 2001. He graduated with a Bachelor of Law degree and a Bachelor of Economics degree from the Australian National University and was called to the Malaysian Bar in 1987. He has more than 19 years’ experience in law practice, mainly in area of commercial, property and corporate law. He is partner of a legal firm in Kuala Lumpur. He currently sits on the Board of Avenue Capital Resources Berhad, CME Group Berhad and Mulpha International Berhad. He is also a member of the Audit and Remuneration Committees of the Company. He does not hold any shares in the Company and subsidiaries neither does he have any family relationship with any Director and/or major shareholder. He does not have any conflict of interest with the Company nor any convictions for offences within the past 10 years. OOI GIAP CH'NG Director (Independent / Non-Executive) Malaysian Dato’ Dr. Loga Bala Mohan a/l Jaganathan, aged 40, was appointed to the Board on 27 January 2006. He obtained a Bachelor of Law (LLB) Honours from King’s College, University of London, United Kingdom in 1987 and was admitted to the Honourable Society of the Middle Temple, London, United Kingdom. He was conferred a Doctorate in Philosophy from an American university in 1997. He started his career as Managing Director with Sanatan Holdings Sdn. Bhd. in 1993. He was formerly director of several listed companies namely Tenco Berhad, Wing Tiek Holdings Berhad, Associated Kaolin Industries Berhad and EcoFirst Consolidated Berhad (Formerly known as Kumpulan Emas Berhad). Presently, he sits on the board of several private limited companies in Malaysia and was appointed as Executive Director of Comintel Corporation Berhad in September 2005. He does not hold any shares in the Company and subsidiaries neither does he have any family relationship with any Director and/or major shareholder. He does not have any conflict of interest with the Company nor any convictions for offences within the past 10 years. DATO' DR. LOGA BALA MOHAN a/l JAGANATHAN Director (Non-Independent / Non-Executive) Malaysian annual rep or t 2 0 0 5 Meda Inc. Bhd 17 management team Standing from left to right: 1. Lee Choong Hong (Manager - Landscape) 2. Ong Bok Siong (Chief Executive Officer) 3. Ikhuan Bin Yusroh (Director – Performance Sciences Learning Centre) 4. Robert Chin (Director - Hotel Division/The Summit USJ) 5. Kong Chan Cheong (Director - The Summit BM) 6. Tan Beng Hwa (Director – Sales & Marketing) Sitting from left to right: 7. Chen Mei Jing (Manager – Strategic Risk Management & Internal Audit) 8. Anne Lee (Senior Manager - Sales Admin) 18 Meda Inc Bhd annual rep or t 2 0 0 5 Standing from left to right: 9. Serene Tan (Senior Manager – HR & Admin) 10. Sally Yong (Senior Manager - Contracts) 11. Jimmy Leong (AGM - Property) 12. Tai Siew May (Company Secretary) 13. Tengku Khirlinah (Manager - Corporate Communications) Sitting from left to right: 14. Joshua Wong (Senior Manager - Business Development) 15. Wilbert Goh (AGM – Corporate Finance & Accounts) 16. Lim Chwee Guan (GM– Project/Construction) - Absent 17. Kathleen Loong (Legal Manager) - Absent annual rep or t 2 0 0 5 Meda Inc Bhd 19 cum Performance Performance Sciences Sciences Adventure Adventure Learning Learning Centre Centre chairman's statement On behalf of the Board of Directors of Meda Inc. Berhad, I present to you the Annual Report and Financial Statements of the Company and the Group for the financial year ended 31 December 2005. 22 Meda Inc. Bhd annual rep or t 2 0 0 5 chairman's statement (cont'd) FINANCIAL PERFORMANCE For the financial year ended 31 December 2005, the Group’s revenue was RM89.11 million, an increase of 5.3% over the last financial year. The Group, however incurred a pretax loss of RM97.46 million of which approximately RM70.40 million were due to allowance for doubtful debts and charged out of certain development expenditures. The Group’s total tangible assets and shareholders’ fund now stands at RM724.67 million and RM253.29 million respectively. CORPORATE DEVELOPMENTS The Group’s subsidiary company, Performance Sciences Sdn Bhd, which was set up in the last financial year to be a leading company in training and skill development in line with the Government’s focus on human capital development, has established a facility centre at the Group’s Nusa Dusun orchard development project at Kuala Linggi, Melaka. This subsidiary is expected to contribute positively to the business of the Group in the years to come. The Group’s 40% owned associated company, Putar-Erat Sdn Bhd, is expected to complete its resort hotel also located at Nusa Dusun orchard development project within the next two years. Cashflow remained a concern to the Group due to the Group’s borrowings secured against investment properties. The Board’s main focus was directed to unlocking the value of these investment properties to degear, improve its cash flow position, as well as free up cash for property development, which is the Group’s core business. HUMAN RESOURCE DEVELOPMENT The Group had a successful year in terms of building the Group’s human resource capability and employees interaction, which were attained through training and team building programs to sustain its competitive edge. Emphasis has been placed on training of the Group’s employees in order to raise their competencies to face the ever-challenging business environment. Developing human potential is in tandem with the nation’s need to build a relevant and competent work-force that will take the country far into the future. annual rep or t 2 0 0 5 Meda Inc. Bhd 23 chairman's statement (cont’d) FUTURE PROSPECT Given the country’s underlying strong economic fundamentals and positive economic growth amidst the current global economic uncertainties, the property sector should continue to hold up though somewhat contracted as compared to 2005. The country has a favourable demographic factor with a great number of a relatively young population and with a high demand for lifestyle changes. Thematic or niched development projects based on nature or ecologically-inspired concepts will have continuous strong demand whilst the demand for affordable landed residential properties should remain positive in the immediate term. The Group recognizes the above trend and will focus on ecologically-inspired projects to cater the lifestyles or needs of its customers. This will guide Group’s development of its landed properties. The Group’s hotel and shopping mall businesses are expected to undergo further growth amidst the country’s expected improvement in the tourism industry and private consumption, consonant with the country’s continued strong economic fundamentals and the implementation of the Ninth (9th) Malaysia Plan. DIVIDEND No dividend was paid during the year and the Directors do not recommend any dividend to be paid for the year under review. APPRECIATION On behalf of the Board, I would like to extend our utmost appreciation to the relevant authorities, our shareholders, bankers, customers and associates for their confidence and support for the Group. Appreciation is also extended to our Management and staff for their dedication and commitment to the Group. The Board would like to take the opportunity to thank Dato’ Syed Ariff Fadzillah Bin Syed Awalluddin for his contribution to the Group during his tenure with the Company as Non-Executive Director and welcome Dato’ Dr. Loga Bala Mohan a/l Jaganathan to the Board. TAN SRI DATO' MOHD RAMLI BIN KUSHAIRI Chairman 24 Meda Inc. Bhd a n n u a l re p o r t 2 0 0 5 review of operations The revenue generated and assets employed by each of the divisions for the financial year ended 31 December 2005 are shown below. Revenue Generated by Division Property Investment 21% Assets Employed by Division Property Development 33% Hotel 25% Property Investment 49% Others 1% Property Development 49% Others 5% Hotel 17% PROPERTY DEVELOPMENT The country’s economic performance has registered a commendable growth of 5.3 % in year 2005. During the year, there were increased numbers of launches especially within the vicinity of the KLCC area but as compared to year 2004, many property developers were concentrating in disposing their existing stocks. The increase in the Base Lending Rate from 6% to 6.8% has somehow impacted the demand of properties including that of medium-cost properties. The property outlook for year 2006 would remain cautious, and property developers would have to be even more creative and selective in terms of locations and pricing strategies. The Property Development Division recorded a revenue of RM43.48 million which represented an increase of RM 3.26 million as compared to RM40.22 million in the previous year. a n n u a l re p o r t 2 0 0 5 Meda Inc. Bhd 25 review of operations (cont’d) Semantan Avenue, Kuala Lumpur As at todate, Semantan Avenue achieved a remarkable sale of RM 135 million in terms of sales value. It is anticipated that the remaining units will be sold by the 2nd Quarter of 2006. With the intention to ensure high capital appreciation to all our customers/investors, a reputable hotel operator has been appointed to provide hotel services to the property. The Company expects to deliver vacant possession to the purchasers by the 3rd Quarter of 2006. Natural Heritage Orchard and Country Resort, Linggi, Melaka During the financial year, the project recorded a remarkable sale of 100% and 90% for its Phase 1 and Phase 2 of orchard development respectively. The works is progressing well and more owners have confirmed constructing their dream bungalows. Both phases of the orchard development have been handed with vacant possession. The construction of the resort hotel is underway. A reputable resort hotel operator has been appointed to manage the proposed resort hotel. By the 2nd Quarter of 2006, a new phase comprising 342 units of resort bungalows will be launched. These properties will be uniquely designed and attractively priced. To live up to its reputation as a resort township, upgrading works are regularly carried out. 26 Meda Inc Bhd a n n u a l re p o r t 2 0 0 5 review of operations (cont’d) Kota Malim Prima, Tanjung Malim, Perak During the financial year, all phases of launched properties except phase 1C and parcel 2 of phase 2B2 were handed over to the purchasers. Phase 1C comprising 243 units of hostels would be completed and handed over by July 2006. Works under parcel 2 of phase 2B2 comprising 70 units of single-storey terrace houses are in progress. Semaba Park, Kuching, Sarawak With the emergence of locally grown listed property companies in Sarawak, the Company saw more competition among the property developers. Phase 1 comprising 58 units of double-storey terrace house and 18 units of double-storey semi-detached house are 81% and 83% sold respectively and work are in progress. Phase 2 comprising 47 units of double-storey terrace house and 6 units of double-storey semi-detached house are expected to be launched and fully sold by 2006. Desa Larkin, Johor Bharu Despite Desa Larkin receiving encouraging sales response during its initial launches of low, lowmedium and medium cost properties, the delay in the relocation of squatters, in particular for the utilities facility sites had hindered the progress of works. The management had obtained approval for the localized utility facility sites to enable works to recommence on the launched parcels. However, the property market in Johor Bahru is expected to be challenging for 2006. a n n u a l re p o r t 2 0 0 5 Meda Inc Bhd 27 review of operations (cont’d) PROPERTY INVESTMENT The consistent growth in the country’s economy had helped in generating consumer spending and resulted in steady demands for retail spaces in shopping malls. The Summit Subang USJ and The Summit Bukit Mertajam shopping malls remained strong in demand with an average of more than 93% occupancy rate. The company is well-aware of the need to further enhance the tenant-mix with renowned and established household and foreign brand names, as well as undertaking refurbishing works and improving many of the existing amenities within both of the shopping malls to retain its strength as suburban shopping malls. The office space at Menara Summit, Subang USJ maintained at high occupancy rate of 97% However, Wisma Summit, Bukit Mertajam, saw a drop to 10% as the unfavourable demand for multi-storey office accommodation in Bukit Mertajam still persisted. The property investment division contributed RM18.97 million in term of revenue representing 21% of the total group revenue. 28 Meda Inc Bhd a n n u a l re p o r t 2 0 0 5 review of operations (cont’d) HOTEL The Malaysian tourism industry is targeting to achieve between 3.4% to 4.2% annual growth between 2006 and 2010. Tourist arrivals are expected to breach the 20 million mark by 2008. The Company expects the government will intensify its promotions in promoting Malaysia as a safe haven in addition to its already successful MICE (meeting, incentive, convention and exhibition) activities that will benefit the hotel industry. During the financial year, the Summit Hotel, Subang USJ recorded a revenue of RM18.7 million against RM17.3 million in 2004. Its occupancy remained strong and closed at 70% with average room rates of RM131.58. The Summit Hotel, Bukit Mertajam had a sales turnover of RM3.3 million and its annual occupancy was 50% with average room rates of RM83.00. The Summit Hotels will ride on the government promotions and the Company will further promote the hotel as a business class hotel with specific targeted segments and focus its marketing efforts in the corporate, government and leisure segments. The hotel facilities at USJ will be further enhanced with the additions of the ‘Alfresco’ known as ‘Warung Junction’ targeting late-night supper crowd, and the ‘Cabana Club’, a chill out Café-and-Bar catering the needs of corporate figures where one will be entertained with soothing music in a business friendly ambience. a n n u a l re p o r t 2 0 0 5 Meda Inc Bhd 29