malaysian plantations berhad - Alliance Financial Group Berhad
Transcription
malaysian plantations berhad - Alliance Financial Group Berhad
MALAYSIAN PLANTATIONS BERHAD (6627-X) annual report 2007 laporan tahunan s o a r i n g h i g h e r s u r g i n g f u r t h e r MALAYSIAN PLANTATIONS BERHAD (6627-X) A n n u a l R e p o r t 2007 L a p o r a n T a h u n a n Corporate Profile Malaysian Plantations Berhad (“MPlant” or “the Company”) was incorporated in Malaysia on 7 April 1966 with the name of Malayan Plantations Limited. The Company changed its name to Malayan Plantations Sdn. Berhad on 15 April 1966 and subsequently to Malaysian Plantations Sendirian Berhad on 24 April 1979. On 8 May 1979, the Company converted its status to a public company limited by shares and assumed its present name. MPlant was listed on the Main Board of Bursa Malaysia Securities Berhad (“Bursa Securities”) on 6 July 1979. Today, the MPlant Group is principally involved in the provision of financial services through its principal subsidiary, Alliance Bank Malaysia Berhad (“Alliance Bank”). Alliance Bank, which was accorded anchor bank status under the domestic banking consolidation programme initiated by Bank Negara Malaysia in year 2000, together with its subsidiaries, Alliance Investment Bank Berhad (formerly known as Alliance Merchant Bank Berhad) (“Alliance Investment Bank”), Alliance Investment Management Berhad (formerly known as Alliance Unit Trust Management Berhad) (“Alliance Investment Management”) provide a wide range of financial products and services in commercial banking, financing, investment banking, stockbroking, unit trust management, investment advisory and other related financial services. A N N U A L R E P O R T 2 0 0 7 CONTENTS Corporate Information 2 Group Corporate Structure 3 Group Financial Highlights 4 Board of Directors 5 Group Management 11 Chairman’s Statement (Penyata Pengerusi) 15 Corporate Governance Statement 25 Additional Information 32 Statement on Internal Control 34 Audit Committee Report 36 Statement of Board of Directors’ Responsibilities 40 Financial Statements 41 List of Properties 153 Group Directory 156 Analysis of Shareholdings 161 Substantial Shareholders 163 Directors’ Shareholdings 164 Notice of Annual General Meeting 165 Statement Accompanying Notice of Annual General Meeting 166 Form of Proxy A N N U A L R E P O R T 2 0 0 7 corporate information DIRECTORS Datuk Oh Chong Peng Chairman, Independent Non-Executive Director Dato’ Thomas Mun Lung Lee Tee Kim Chan Independent Non-Executive Director Stephen Geh Sim Whye Tan Yuen Fah Independent Non-Executive Director Independent Non-Executive Director Independent Non-Executive Director Phoon Siew Heng Non-Independent Non-Executive Director Megat Dziauddin bin Megat Mahmud Kung Beng Hong Independent Non-Executive Director Non-Independent Non-Executive Director Datuk Bridget Anne Chin Hung Yee Non-Independent Non-Executive Director GROUP COMPANY SECRETARY REGISTRAR PRINCIPAL BANKER Lee Wei Yen (MAICSA 7001798) Shareworks Sdn Bhd No. 23, Jalan Sri Hartamas 7 Sri Hartamas 50480 Kuala Lumpur, Malaysia Alliance Bank Malaysia Berhad REGISTERED OFFICE AND PRINCIPAL PLACE OF BUSINESS 3rd Floor, Menara Multi-Purpose Capital Square No. 8 Jalan Munshi Abdullah 50100 Kuala Lumpur, Malaysia Tel : 03–6201 1120 Fax : 03–6201 3121 Tel Fax Website E-mail Ernst & Young Chartered Accountants Level 23A, Menara Milenium Jalan Damanlela Pusat Bandar Damansara 50490 Kuala Lumpur, Malaysia : : : : 03–2694 4888 03–2694 6200 www.mplant.com.my [email protected] AUDITORS 2 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) BURSA MALAYSIA STOCK NAME/CODE MPLANT/2488 INTERNATIONAL SECURITIES IDENTIFICATION NUMBER (ISIN) MPLANT MYL2488OO004 group corporate structure as at 30 June 2007 MALAYSIAN PLANTATIONS BERHAD 100% ALLIANCE BANK MALAYSIA BERHAD 100% 100% ALLIANCE INVESTMENT BANK BERHAD Syabas Sutra Sdn Bhd* (formerly known as Alliance Merchant Bank Berhad) 100% Alliance Islamic Bank Berhad 100% 100% Alliance Research Sdn Bhd (formerly known as ABG Capital Management Sdn Bhd KLCity Research Sdn Bhd) 100% Alliance Direct Marketing Sdn Bhd 100% Alliance Merchant Nominees (Tempatan) Sdn Bhd* 100% AllianceGroup Nominees (Tempatan) Sdn Bhd 100% Alliance Merchant Nominees (Asing) Sdn Bhd* 100% AllianceGroup Nominees (Asing) Sdn Bhd 100% Rothputra Nominees (Tempatan) Sdn Bhd* 100% AllianceGroup Properties Sdn Bhd 100% Rothputra Nominees (Asing) Sdn Bhd* 100% Alliance International Berhad 100% Alliance Investment Futures Sdn Bhd 100% Kota Indrapura Development Corporation Berhad 100% Pridunia Sdn Bhd 100% Setiu Sea Resort Sdn Bhd 100% Matrix Core Options & Futures Sdn Bhd 100% Hijauan Setiu Sdn Bhd 100% Setiu Integrated Resort Sdn Bhd 100% Alliance Trustee Berhad # (formerly known as KLCS Futures Sdn Bhd) 100% Alliance International Nominees (Tempatan) Sdn Bhd 100% KLCity Ventures Sdn Bhd 100% Alliance International Nominees (Asing) Sdn Bhd 100% Alliance Asset Management (L) Limited 100% AFB Nominees (Tempatan) Sdn Bhd 100% KLCS Sdn Bhd 70% Alliance Investment Management Berhad 100% KLCS Asset Management Sdn Bhd 100% AIBB Nominees (Tempatan) Sdn Bhd 100% AIBB Nominees (Asing) Sdn Bhd 94.94% KLCity Unit Trust Berhad 70% Alliance Capital Asset Management Sdn Bhd* (formerly known as Kuala Lumpur City Securities Sdn Bhd) (formerly known as Alliance Unit Trust Management Berhad) * (formerly known as Kuala Lumpur City Nominees (Tempatan) Sdn Bhd) (formerly known as Kuala Lumpur City Nominees (Asing) Sdn Bhd) Under members’ voluntary liquidation # The shares are held through Malaysian Plantations Berhad (20%), Alliance Bank Malaysia Berhad (20%), Alliance Investment Bank Berhad (20%), Hijauan Setiu Sdn Bhd (20%) and Setiu Integrated Resort Sdn Bhd (20%) 3 A N N U A L R E P O R T 2 0 0 7 group financial highlights 2007 2006 2005 2004 2003 Profit/(loss) before tax RM’000 150,812 (283,119) 297,418 277,038 209,531 Profit/(loss) for the year RM’000 107,363 (201,424) 213,971 202,467 170,345 Total assets RM’000 26,399,289 23,581,197 23,659,816 23,312,763 20,197,136 Gross loans and advances RM’000 14,360,311 14,581,170 15,240,945 15,740,344 14,538,476 Deposits from customers RM’000 19,111,063 17,666,221 16,916,930 17,059,290 15,217,115 Shareholders’ equity RM’000 1,942,722 1,742,305 1,954,747 1,764,947 1,575,010 Share capital - issued and fully paid RM’000 1,217,670 1,167,978 1,162,592 1,162,591 1,162,589 Sen 9.13 (17.32) 18.36 17.39 16.66 % 5.82 (10.92) 11.48 12.11 13.95 Gross dividend per share Sen – – 3 2 2 Net assets per share RM 1.60 1.49 1.68 1.52 1.35 Earnings/(loss) per share Return on equity P R O F I T B E F O R E TA X RM’Million S H A R E H O L D E R S ’ E Q U I T Y RM’Million 210 ‘03 277 ‘04 297 ‘05 (283) ‘06 151 N E T A S S E T S P E R S H A R E RM ‘03 ‘04 ‘07 1.35 B E R H A D 1,765 1,955 ‘05 1,742 1,943 ‘07 ‘03 1.52 1.68 1.49 1.60 4 P L A N T A T I O N S 1,575 T O TA L A S S E T S RM’Million ‘05 ‘06 ‘04 ‘06 ‘07 M A L A Y S I A N ‘03 ( 6 6 2 7 - X ) ‘04 20,197 23,313 ‘05 23,660 ‘06 23,581 ‘07 26,399 board of directors DATUK OH CHONG PENG (Chairman, Independent Non-Executive Director) Chairman of Nomination Committee and Remuneration Committee Aged 62, a Malaysian, was appointed Chairman to the Board on 21 April 2006. He had undertaken his accountancy training in London from 1964 and qualified as a Chartered Accountant in 1969. He is a Fellow of the Institute of Chartered Accountants in England and Wales as well as a member of the Malaysian Institute of Certified Public Accountants (MICPA) and the Malaysian Institute of Accountants. Datuk Oh joined Coopers & Lybrand (now called PricewaterhouseCoopers) in London in 1969 and in Malaysia in 1971. He was a Partner of Coopers & Lybrand Malaysia from 1974. He had serviced clients of Coopers & Lybrand throughout Malaysia and ASEAN, which covered a broad range of industries including financial services, construction, real estate, manufacturing, hospitality and services. He retired as a Senior Partner of Coopers & Lybrand in 1997 and then joined the Rashid Hussain Berhad Group of Companies in 1998 until 2003. Datuk Oh is a Government appointed member of the Labuan Offshore Financial Services Authority and the Malaysian Accounting Standards Board. He is also a trustee of the Huaren Education Foundation and the UTAR Education Foundation, and a council member of University Tunku Abdul Rahman. His past appointments included being a Government appointed Member of the Kuala Lumpur Stock Exchange (1990-1996), a Council member (1981-2001) and a past President (1994-1996) of the MICPA. Datuk Oh is currently the Non-Executive Chairman of Land & General Berhad and sits on the Boards of British American Tobacco (Malaysia) Berhad, IJM Corporation Berhad, IJM Plantations Berhad, Star Publications (Malaysia) Berhad, Rohas Euco Industries Berhad and several other private companies. DATO' THOMAS MUN LUNG LEE (Independent Non-Executive Director) Member of Nomination Committee and Remuneration Committee Aged 69, a Malaysian, was appointed to the Board on 26 September 2005. He is a barrister at law (England) who holds a Master of Arts (MA) and a Master of Law (LLM) degrees from Cambridge University, England and has been in legal practice as an advocate and solicitor for over 40 years. He is a member of the Appeals Committee of Bursa Malaysia Berhad. He is also an arbitrator with the Court of Arbitration for Sport, Lausanne, Switzerland. Dato’ Thomas Lee is currently the Senior Partner of Lee Hishammuddin Allen & Gledhill. He is the Chairman of Alliance Bank and Alliance Investment Bank. He also holds directorships in UMW Holdings Berhad, Saujana Consolidated Berhad, Saujana Resort (M) Berhad and several private companies. 5 A N N U A L R E P O R T 2 0 0 7 board of directors TEE KIM CHAN (Independent Non-Executive Director) Member of Audit Committee, Nomination Committee and Remuneration Committee Aged 53, a Malaysian, was appointed to the Board on 15 January 2004. He was admitted to the Honourable Society of Lincoln’s Inn, London in 1978 and enrolled as an advocate and solicitor of the High Court in Malaya in 1979. He is a practising advocate and solicitor. He is the Chairman of the Negeri Sembilan Bar Committee and a member of the Bar Council. He has practical experience in several areas of legal work, in particular civil litigation, conveyancing, corporate matters including rescues and insolvency, estate matters and trust. He currently sits on the Boards of Alliance Trustee Berhad, Kota Indrapura Development Corporation Berhad and several other private companies. STEPHEN GEH SIM WHYE (Independent Non-Executive Director) Member of Audit Committee Aged 51, a Malaysian, was appointed to the Board on 5 May 2004. He is an accountant by profession. He was admitted as a member of the Malaysian Institute of Certified Public Accountants in 1985. In 1987, Mr Stephen Geh was admitted into the Malaysian Institute of Accountants as a Chartered Accountant and became a member of Malaysian Institute of Taxation in 1992. Since 1984, he has been a practising accountant and consultant to several companies. He has wide experience in the financial management of companies involved in tin mining, oil palm and rubber plantations, manufacturing, property development and construction. He was also involved in the financial management of a number of Malaysian companies with overseas investments which were involved in manufacturing and trading of their products and also acted as tax adviser to these companies. He is currently the Managing Director of GSW Consultants Sdn Bhd and sits on the Boards of several other private companies. 6 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) board of directors TAN YUEN FAH (Independent Non-Executive Director) Chairman of Audit Committee Aged 62, a Singaporean, was appointed to the Board on 1 July 2005. He holds a Bachelor of Accountancy from the University of Singapore and a Bachelor of Laws from the University of Wolverhampton, United Kingdom (“UK”). He also holds a post-graduate diploma in Business Administration from the Manchester Business School, UK. He is a Fellow of the Institute of Certified Public Accountants of Singapore, CPA (Australia), the Association of Chartered Certified Accountants, UK and an Associate of the Chartered Institute of Management Accountants, UK. Mr Tan was in the commerce and industry sector for 11 years prior to joining the banking and finance sector. He joined Overseas Union Bank Ltd, Singapore in 1979, holding various senior positions and retired in 2002 as Executive Vice President. He is currently a Director of Chartered Semiconductor Manufacturing Ltd, Singapore Food Industries Limited, Guthrie GTS Limited, Overseas Union Insurance Ltd and Fullerton Fund Management Company Ltd in Singapore. PHOON SIEW HENG (Non-Independent Non-Executive Director) Member of Nomination Committee and Remuneration Committee Aged 43, a Singaporean, was appointed to the Board on 12 July 2005. Mr Phoon is the Senior Managing Director, Chief Investment Officer at Temasek Holdings (Private) Limited. Prior to joining Temasek, Mr Phoon was with Standard Chartered Merchant Bank Asia Limited. He was a Deputy Director in the Ministry of Finance, Singapore, from 1988 to 1992. Mr Phoon holds a Bachelor of Economics (Honours) degree from Monash University, Australia. He sits on the Boards of Alliance Bank, Alliance Investment Bank and Fullerton Financial Holdings Pte Ltd (formerly known as Asia Financial Holdings Pte Ltd). 7 A N N U A L R E P O R T 2 0 0 7 board of directors MEGAT DZIAUDDIN BIN MEGAT MAHMUD (Independent Non-Executive Director) Member of Audit Committee, Nomination Committee and Remuneration Committee Aged 61, a Malaysian, was appointed to the Board on 26 September 2005. He holds a Bachelor of Science (Econs) (Hons) degree from the Queen’s University of Belfast, Northern Ireland and is a Fellow of the Institute of Chartered Accountants in Ireland as well as a Chartered Accountant with the Malaysian Institute of Accountants. With more than 30 years of experience in senior managerial capacities, Tuan Haji Megat had served with Golden Hope Plantations Berhad as Group Director-Finance, Arab-Malaysian Merchant Bank Berhad first as General Manager-Operations and later as General Manager-Investment, Bank Simpanan Nasional as Finance Manager and the Accountant-General’s Department as Treasury Accountant. He currently sits on the Boards of Alliance Bank, Alliance Investment Bank, Alliance Investment Management Berhad, MNRB Holdings Berhad, Pernec Corporation Berhad and four subsidiaries of Felda Holdings Berhad. KUNG BENG HONG (Non-Independent Non-Executive Director) Member of Audit Committee Aged 62, a Malaysian, was appointed to the Board on 21 April 2006. He holds a Bachelor of Arts (Honours) degree in Economics from the University of Malaya. He is a Fellow of the Institute of Bankers Malaysia. Mr Kung has 37 years working experience in the banking industry and has held numerous senior management positions, mainly in Malaysia, including CEO/Directorship positions in 4 banks. His experience includes positions held in Citibank N.A. in USA and Singapore. He is presently the Advisor of Fullerton Financial Holdings Pte Ltd (formerly known as Asia Financial Holdings Pte Ltd). 8 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) board of directors DATUK BRIDGET ANNE CHIN HUNG YEE (also known as Datuk Bridget Lai) (Non-Independent Non-Executive Director) Aged 52, a Malaysian, was appointed to the Board on 20 June 2007. She holds a Master of Business Administration degree (with Distinction) from the University of Hull, United Kingdom and is a Certified Financial Planner. She is also a member of the Malaysian Association of Company Secretaries. She joined Alliance Bank and Alliance Investment Bank as a Director on 19 July 2005 and was appointed Group Chief Executive Officer of Alliance Banking Group with effect from 1 September 2005. Prior to her appointment at Alliance Banking Group, Datuk Bridget Lai was attached to a leading multinational Bank for a considerable period and has extensive experience in most aspects of commercial banking. She was the Country Head of Consumer and SME Banking Malaysia prior to an international posting with the same bank as the Global Head of Distribution. Her key responsibilities include Branch Channel and alternative channels of Sales and Service distribution & International Banking. She also sits on the Boards of Alliance Investment Management, Alliance Research and several other private companies. LEE WEI YEN (Group Company Secretary) Mr Lee joined the MPlant Group on 1 April 2004. He brings with him extensive experience and exposure in corporate matters and has been actively involved in corporate restructuring, mergers, takeovers, initial public offerings and other corporate exercises. His area of exposure covers companies in banking, insurance, stockbroking, asset management, unit trust management, property development, trading and manufacturing. Mr Lee holds a Master of Business Administration degree major in Finance from Universiti Putra Malaysia and is an Associate member of the Malaysian Institute of Chartered Secretaries & Administrators. 9 A N N U A L R E P O R T 2 0 0 7 board of directors O T H E R I N F O R M AT I O N O F D I R E C T O R S i Family Relationship None of the Directors has any family relationship with each other and/or major shareholders of the Company. ii Conflict of Interest None of the Directors has any conflict of interest with the Company. iii List of Convictions for Offences None of the Directors has been convicted for any offences (other than traffic offences, if any) within the past ten (10) years. iv Attendance of Directors at Board Meetings There were ten (10) Board Meetings held during the financial year ended 31 March 2007. Details of attendance of the Directors at Board Meetings are as follows: Name of Director v Attendance 1. Datuk Oh Chong Peng (Appointed on 21.4.2006) 2. Dato’ Thomas Mun Lung Lee 10/10 3. Tee Kim Chan 10/10 4. Stephen Geh Sim Whye 10/10 5. Tan Yuen Fah 9/10 6. Phoon Siew Heng 10/10 7. Megat Dziauddin bin Megat Mahmud 9/10 8. Kung Beng Hong (Appointed on 21.4.2006) 9/9 9. Datuk Bridget Anne Chin Hung Yee (Appointed on 20.6.2007) Securities Holdings in the Company and its Subsidiaries The Directors' shareholdings are disclosed on Page 164 of this Annual Report. 10 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 9/9 Not Applicable group management DATUK BRIDGET ANNE CHIN HUNG YEE of Alliance Banking Group (also known as Datuk Bridget Lai) Group Chief Executive Officer Datuk Bridget Lai joined as a Director of Alliance Bank and Alliance Investment Bank on 19 July 2005. She was appointed Group Chief Executive Officer of the Alliance Banking Group with effect from 1 September 2005. Prior to her appointment at Alliance Banking Group, Datuk Bridget Lai was attached to a leading multinational Bank for a considerable period and has extensive experience in most aspects of commercial banking. She was the Country Head of Consumer and SME Banking Malaysia prior to an international posting with the same bank as the Global Head of Distribution. Her key responsibilities include Branch Channel and alternative channels of Sales and Service distribution & International Banking. She holds a Master of Business Administration degree (with Distinction) from the University of Hull, United Kingdom and is a Certified Financial Planner. She is also a member of the Malaysian Association of Company Secretaries. She also sits on the Board of MPlant. SHIM KON TECK Group Chief Operating Officer Mr Shim joined Alliance Bank on 9 September 2005 as Group Chief Operating Officer, bringing with him over 25 years of banking experience and has a strong operations background in sales management, branch operations and human capital management. He provides strategic direction on overall operational needs which includes aligning operational processes to respective business needs so as to improve business processes to achieve cost efficiencies and productivity. He also oversees Human Resources, Legal and Compliance, Information Systems and Property Services for the Group. He holds a Master of Business Administration degree from the University of Hull, United Kingdom and is a Certified Financial Planner. Prior to joining Alliance Bank, he was with an international bank and was instrumental in doubling the growth of the Mortgage business in 5 years and making it one of the most profitable businesses for the Bank. Mr Shim is an Associate member of the Chartered Institute of Bankers (UK). PHILIP GOH TECK SIANG Group Chief Financial Officer With Alliance Bank since 2001, Mr Goh was appointed Group Chief Financial Officer on 1 October 2005 and is responsible for Group Finance and Capital Management. Mr Goh qualified as an accountant with the Malaysian Institute of Certified Public Accountants and is a member of the Malaysian Institute of Accountants. He is an honorary member of the Finance & General Purposes Committee of Kolej Tuanku Ja’afar and was a Director and Chairman of the Audit Committee of Diperdana Holdings Berhad. His other appointments included positions in Malaysian Tobacco Company Berhad, Arab-Malaysian Insurance Berhad, and an Indonesian conglomerate. 11 A N N U A L R E P O R T 2 0 0 7 group management LIEW SWEE LIN of Alliance Banking Group Group Head, Consumer Banking Appointed as the Group Head of Consumer Banking on 20 September 2005, Ms Liew is responsible for setting the strategic direction, strategy development and implementation of retail banking business plans as well as delivery on performance targets. Her retail banking portfolio includes Mortgages, Hire Purchase, Credit Cards and Personal Loans, Share Margin Financing and other Secured Loans, Direct Sales, Wealth Management as well as Branch Banking. She also oversees the Group Decision Science and Group Corporate Branding portfolios, drawing on her expertise and previous experience to lead the creation of a core business enabler for the group. Ms Liew brings with her over 17 years management experience in financial services, consulting and manufacturing industries with multinational companies spanning across Hong Kong, Malaysia and Singapore. She is able to draw on her strengths in business franchise building, change management as well as her management experience in business turnaround to lead implementation of optimal business models and improvement efforts in product management, portfolio, channel, risk and operational capabilities. Ms Liew is qualified by a Masters in Science in International Marketing (UK) and is an accredited Certified Financial Planner (CFP, USA). FUNG KAI JIN Group Head, Commercial Banking Mr Fung joined the Bank on 16 September 2005 as Group Head of Commercial Banking charged with building up the Commercial Banking and SME Banking business. Prior to joining the Bank, he served in various senior management positions with a foreign bank, gaining a wide range of experience ranging from corporate banking, commercial and SME banking, trade and cash management and credit process improvement. He graduated with a Degree in Bachelor of Construction Economics from Royal Melbourne Institute of Technology, Melbourne in 1986 followed with a Master of Business Administration from Curtin University, Western Australia, in 1988. YAHYA IBRAHIM Group Head, Islamic Banking Encik Yahya possesses a well rounded knowledge of Alliance Bank’s operations having served in its finance and merchant banking divisions since 1994. He is also well versed with the Malaysian property scene from experience and knowledge gained from previous organizations prior to joining the Bank. As the Group Head of Islamic Banking, Encik Yahya is responsible for growing the Islamic Banking business to capture a wider customer base. His extensive experience in banking will hold him in good stead to meet the challenge. Encik Yahya holds a Diploma in Marketing, a degree and an MBA. 12 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) group management LOW CHOON SEONG of Alliance Banking Group Group Head, Special Asset Management Mr Low joined the Bank on 1 December 2005 as Group Head of Special Asset Management where he is responsible for the recoveries function of Alliance Banking Group. He has 30 years banking experience in both foreign and local banks, primarily in corporate lending, recovery and credit risk management. He holds a Diploma in Banking from the Chartered Institute of Bankers, London and is a Senior Associate of the Institute of Bankers, Malaysia. CHOO YEE KWAN Group Chief Risk Officer Mr Choo joined the Bank as Group Chief Risk Officer on 17 July 2006, bringing with him more than 25 years of experience in international and local banking, particularly in credit control, group risk management and remedial management. Prior to joining Alliance Bank, Mr. Choo served a major international bank in London and was the Chief Risk Officer of a large local bank in Malaysia. At Alliance Bank, he will oversee the Group’s entire risk management framework and infrastructure in line with Basel II standards. Mr Choo holds honours degrees in economics and law from Universiti Malaya and University of London. He is a Barrister-at-Law from Lincoln’s Inn and was called to the Bar of England and Wales in 1984. He is an Associate Fellow of the Institute of Bankers, Malaysia, and had served as a member of the Corporate Debt Restructuring Committee (CDRC) under the auspices of Bank Negara Malaysia. He currently serves on the Education Committee of the Institute of Bankers, Malaysia. KAY CHUAN SENG Group Head, Internal Audit Mr Kay joined Alliance Bank in 1985 and has more than 29 years of banking experience. Mr Kay heads the Group Internal Audit for the Alliance Banking Group and reports to the Group Audit Committee of Alliance Bank Malaysia Berhad and Alliance Investment Bank Berhad. He also reports to the Audit Committee of Malaysian Plantations Berhad. Mr Kay is a Senior Associate member of the Institute of Bankers, Malaysia. 13 A N N U A L R E P O R T 2 0 0 7 group management TAN CHIN AUN of Alliance Banking Group Head, Corporate Banking Mr Tan Chin Aun joined Alliance Bank on 2 July 2007 as the Group Head of Corporate Banking. Prior to joining Alliance Bank, Mr Tan served in various senior management positions with a foreign bank where he gained a wide range of experience spanning corporate banking, investment banking, credit risk management, cash management and global relationship banking. Mr Tan graduated with a Bachelor of Business Administration from the University of Winsconsin, Eau Claire. SACHI RATNAJOOTHY Head, Financial Markets Sachi joined Alliance Bank in 2006 as the Head of Treasury. Currently, Sachi heads the Financial Markets division for the Group where she manages Treasury and Debt Capital Markets. She has extensive experience in the Malaysian Private Debt Securities Market and has held senior management positions as Country Debt Head ABN AMRO Bank Berhad, Head of Fixed Income ArabMalaysian Merchant Bank Berhad and Head of Mortgage Operations & Research Cagamas Berhad. Sachi is a fellow member of the Chartered Institute of Management Accountants CIMA, UK and was a Board Member of the Bond Dealer Institute Malaysia. NIK AZHAR BIN ABDULLAH Executive Director/Head, Alliance Investment Management Encik Nik Azhar bin Abdullah, joined Alliance Banking Group in February 2007 as Executive Director/Head of Alliance Investment Management. In his present role, he is responsible for the business growth and operations of Alliance Investment Management. With a CIMA qualification and an honours degree in Accountancy from the University of Portsmouth, United Kingdom, Encik Nik brings with him in-depth experience in investment management in local and international markets. Encik Nik build his reputation as a shrewd and astute fund manager and chief investment officer from his attachments with a Merchant Bank, Asset Management Company and Investment Bank. Besides fund management, his wealth of experience in portfolio management, client servicing, business development and research, will stand him in good stead to scale up Alliance Investment Management. Under his leadership, he has managed funds over RM5 billion and has bagged several prestigious EdgeLipper and Standard and Poor’s awards. 14 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) c h a i r m a n ’s s t a t e m e n t penyata pengerusi DEAR SHAREHOLDERS It is my pleasure to present the Annual Report and Financial Statements of Malaysian Plantations Berhad for the financial year ended 31 March 2007. PARA PEMEGANG SAHAM YANG DIHORMATI Saya dengan sukacitanya membentangkan Laporan Tahunan dan Penyata Kewangan Malaysian Plantations Berhad bagi tahun kewangan yang berakhir pada 31 Mac 2007. 15 A N N U A L R E P O R T 2 0 0 7 c h a i r m a n ’s s t a t e m e n t penyata pengerusi P E R S E K I TA R A N P E R N I A G A A N K E S E L U R U H A N N YA PA D A Tahun 2006 merupakan tahun yang menarik dan mencabar bagi industri perbankan memandangkan penyatuan yang lanjut pada ketika meningkatnya liberalisasi dan persaingan disebabkan oleh suasana yang berubah dan kemasukan peserta-peserta baru. OVERALL BUSINESS ENVIRONMENT 2006 was an exciting and challenging year for the banking industry with further consolidation amidst increased liberalisation and competition as a result of the changing landscape and entry of new players. Positive macroeconomic fundamentals, renewed foreign investor interests, improved corporate earnings and robust demand for crude palm oil throughout the year were among the supporting reasons for the strong equity markets. 2006 is also an important year for the Malaysian financial sector with the merger of merchant banks, stockbroking firms and discount houses to form investment banks under the Framework of Investment Banks. This has changed the financial landscape and paved the way for greater dynamism in investment banking towards more effective intermediation of the capital market. In another positive development, Bank Negara Malaysia (“BNM”), as part of its efforts to further liberalize the capital market, has relaxed the rules on investment abroad by allowing unit trust companies, fund management companies, and insurance funds to invest up to 50% of assets under management overseas. The gradual transition to a more flexible exchange rate regime is yet another tremendous boost to corporate Malaysia in general and the local banking 16 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Asas makroekonomi yang positif, minat pelabur asing yang bersemarak semula, perolehan korporat yang semakin baik dan permintaan minyak sawit mentah yang semakin meningkat sepanjang tahun adalah antara sebab-sebab yang menyokong kekuatan pasaran ekuiti. Tahun 2006 juga penting bagi sektor kewangan Malaysia dengan penggabungan beberapa bank saudagar, firma pembrokeran saham dan gedung diskaun untuk membentuk bank pelaburan di bawah Rangka Kerja Bank-Bank Pelaburan. Ini telah mengubah medan kewangan dan menapak laluan yang lebih dinamik dalam perbankan pelaburan ke arah pengantaraan pasaran modal yang lebih berkesan. Dalam suatu lagi perkembangan yang positif, Bank Negara Malaysia (“BNM”), sebagai salah satu langkah untuk meliberalkan lagi pasaran modal, telah melonggarkan peraturan-peraturan bagi pelaburan luar negeri dengan membenarkan danadana syarikat-syarikat amanah saham, pengurusan dana, dan insurans dilaburkan sehingga 50% daripada aset-aset dibawah pengurusan luar negeri. Peralihan secara beransur-ansur kepada rejim kadar pertukaran yang lebih fleksibel adalah antara penggalak yang amat kuat kepada korporat Malaysia secara umum dan khususnya, industri perbankan tempatan. Langkah ini melengkapkan dan memudahkan pelaksanaan inisiatif penyerantauan dan minat yang semakin meningkat terhadap urus niaga lintas sempadan dalam suasana yang semakin global. Inisiatif Rancangan Malaysia Kesembilan, seperti Wilayah Pembangunan Iskandar, Lorong Ketiga Lebuh Raya Utara Selatan di antara Rawang dengan Tanjung Malim, Jambatan Pulau Pinang c h a i r m a n ’s s t a t e m e n t industry in particular. It complements and facilitates regionalization initiatives and the growing appetite for cross-borders transactions in an increasingly globalised environment. Ninth Malaysia Plan initiatives, such as the Iskandar Development Region, Third lane of the North South Expressway between Rawang-Tanjung Malim, Second Penang Bridge and West Coast Expressway, coupled with the abolishment of real property gains tax, have seen the revitalisation of the construction and property sector, which in turn will strengthen and spur the growth of the services sector. PERFORMANCE REVIEW The Group The Group recorded a profit before tax of RM150.8 million for the financial year ended 31 March 2007 as compared to a loss of RM283.1 million in the previous financial year. The achievement of a profit before tax was primarily due to higher income, lower loan loss provisions and impairment loss as a result of better recoveries. During the financial year, the issued capital of the Company increased from RM1.17 billion to RM1.22 billion from the exercise of 49.7 million 2002/2007 warrants. Consequently, the Group shareholders’ funds have increased from RM1.74 billion to RM1.94 billion and net assets per share rose to RM1.60 from RM1.49. Alliance Bank and its subsidiaries (“Alliance Banking Group”) Being the principal contributor to the performance of the Group, the Alliance Banking Group has made significant strategic progress in the financial year under review. Its businesses have achieved good organic growth even as its experienced and trained staff continued to cultivate deep relationships with customers. The intensive re-engineering of its businesses has strengthened further its ability to innovate, integrate and execute. Tremendous inroads have been made in enhancing its branch, sales and risk management infrastructure, and realigning its loan portfolio mix to better capture industry revenue pools. It is now on a stronger footing to move on to the next level as it makes itself ready to face the challenges of an increasingly complex and competitive business environment. penyata pengerusi Kedua dan Lebuh Raya Pantai Timur, digandingkan dengan pemansuhan cukai keuntungan harta tanah, telah menyaksikan pembangkitan semula sektor pembinaan dan harta tanah, yang seterusnya akan mengukuhkan dan mendorong pertumbuhan sektor perkhidmatan. T I N J A U A N P R E S TA S I Kumpulan Kumpulan mencatatkan keuntungan sebelum cukai sebanyak RM150.8 juta bagi tahun kewangan yang berakhir pada 31 Mac 2007, berbanding kerugian sebanyak RM283.1 juta pada tahun kewangan sebelumnya. Pencapaian keuntungan sebelum cukai ini khususnya berpunca daripada pendapatan yang lebih tinggi, peruntukan kerugian pinjaman dan kerugian pelemahan yang lebih rendah yang dihasilkan daripada kutipan balik yang lebih baik. Pada tahun kewangan ini, modal Syarikat yang diterbitkan bertambah daripada RM1.17 bilion kepada RM1.22 bilion melalui pelaksanaan 49.7 juta waran 2002/2007. Dengan itu, dana pemegang saham Kumpulan telah meningkat daripada RM1.74 bilion kepada RM1.94 bilion dan aset bersih sesaham naik kepada RM1.60 daripada RM1.49. Alliance Bank dan anak-anak syarikatnya (“Kumpulan Perbankan Alliance”) Sebagai penyumbang utama kepada prestasi Kumpulan, Kumpulan Perbankan Alliance telah mencapai kemajuan strategik yang besar pada tahun kewangan yang ditinjau. Perniagaannya telah mencapai pertumbuhan organik yang cemerlang sementara kakitangannya yang berpengalaman dan terlatih terus mengeratkan hubungan dengan pelanggan-pelanggan. Pengolahan intensif perniagaannya telah mengukuhkan lagi kebolehannya untuk membuat pembaharuan, penyepaduan dan pelaksanaan. Pelbagai usaha telah dilaksanakan untuk menaiktarafkan cawangan-cawangannya, meningkatkan infrastruktur jualan dan pengurusan risikonya, dan menjajarkan semula campuran portfolio pinjamannya untuk menangguk himpunan hasil industri dengan lebih baik. 17 A N N U A L R E P O R T 2 0 0 7 c h a i r m a n ’s s t a t e m e n t penyata pengerusi Kini kedudukannya lebih mantap untuk maju ke peringkat yang seterusnya sementara Kumpulan ini mempersiapkan dirinya untuk menghadapi cabaran daripada suasana perniagaan yang semakin kompleks dan bersaingan. Strong sales growth, which is attributed to aggressive sales and distribution strategies have caused an uptrend in the acquisition of new loans. During the financial year, the Alliance Banking Group saw increased momentum in loans growth in targeted segments with Consumer loans growing 15% year-on-year and Commercial loans growing 7%. Consumer loans growth was buoyed by a good take up of personal loans as well as an increase in credit card loans of 57% and mortgage loans of 18% compared to the corresponding period last year. Consequently the loan portfolio in Consumer and Commercial Banking was realigned to reflect market growth and opportunities, resulting in an increase portfolio mix in these segments from 42% and 29% to 49% and 32% respectively, with a corresponding decrease in the portfolio mix of corporate loans. Asset quality has improved with both net Non Performing Loans (“NPL”) and gross NPL ratios improving from 9.5% and 14.6% in the previous financial year to 5.6% and 10.9% respectively as at 31 March 2007. Loan loss coverage also improved from 48.5% in the previous financial year to 67.3% as at 31 March 2007. This aligns Alliance Banking Group’s loan impairment standards with best practices and to close the gap with the provisioning recommendations of Financial Reporting Standard (“FRS”) 139 – Financial Instruments: Recognition and Measurement requirement. The Group’s riskweighted capital ratio remained strong at 16.6%. 18 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Pertumbuhan jualan yang kukuh, hasil daripada strategi penjualan dan pengedaran yang agresif, telah meningkatkan perolehan pinjaman baru. Pada tahun kewangan ini, Kumpulan Perbankan Alliance telah mencapai peningkatan momentum dari segi pertumbuhan pinjaman dalam segmen-segmen sasaran dengan pertumbuhan pinjaman Pengguna sebanyak 15% tahun atas tahun dan pertumbuhan pinjaman Perdagangan sebanyak 7%. Pertumbuhan pinjaman Pengguna telah disokong oleh sambutan baik terhadap pinjaman peribadi di samping peningkatan pinjaman kad kredit sebanyak 57% dan pinjaman gadai janji sebanyak 18% berbanding dengan tempoh yang sepadan dengannya pada tahun lepas. Oleh itu, portfolio pinjaman dalam Perbankan Pengguna dan Perdagangan telah dijajarkan semula untuk mencerminkan pertumbuhan dan peluang pasaran yang sejurusnya menghasilkan peningkatan campuran portfolio dalam segmensegmen ini masing-masing dari 42% dan 29% kepada 49% dan 32%, dengan penurunan campuran portfolio pinjaman korporat yang sepadan dengannya. Mutu aset telah meningkat dengan nisbah Pinjaman Tidak Berbayar (“PTB”) bersih dan nisbah PTB kasar masing-masing bertambah baik daripada 9.5% dan 14.6% pada tahun kewangan yang lepas kepada 5.6% dan 10.9% setakat 31 Mac 2007. Perlindungan kerugian pinjaman juga bertambah baik daripada 48.5% pada tahun kewangan yang lepas kepada 67.3% setakat 31 Mac 2007. Ini menyelaraskan piawaian pelemahan pinjaman Kumpulan Perbankan Alliance dengan amalan terbaik dan merapatkan jurang dengan saranan peruntukan Piawaian Pelaporan Kewangan 139 Instrumen Kewangan: Pengiktirafan dan Pengukuran. Nisbah modal berwajaran risiko Kumpulan ini kekal teguh pada 16.6%. c h a i r m a n ’s s t a t e m e n t Consumer Banking is beginning to reap the benefits of a Group-wide transformation and re-engineering process which saw the unit undertaking cost containment and operations centralization exercises to further improve efficiencies and services. The initiatives in place saw Consumer Banking contributing 40% to the total revenue of Alliance Bank. Core contributory products were Mortgage, Consumer Loans, Credit Cards and Wealth Management instruments. Commercial Banking has put in place key initiatives to consolidate its position as the preferred bank among Small and Medium Enterprises (“SMEs”). It has met its key deliverables via its investment of tremendous resources to re-engineer processes, innovate and expand product offerings, reshape portfolio quality and attract the right talents and develop them to drive higher growth in the SME business. A new business model was successfully developed and implemented during the financial year under review, to deliver and support Commercial Banking’s customer promise, and to develop longterm partnerships and provide one-stop financial solutions to target customer segments. The coming on-stream of the new business model has brought a three-fold increase in sales volume amidst continued improvement in portfolio quality. During the financial year, the Corporate Banking portfolio was reshaped for a balanced asset quality. penyata pengerusi Perbankan Pengguna sudah mula meraut manfaat proses transformasi dan perombakan seluruh Kumpulan yang melibatkan unit ini melaksanakan usaha pengawalan kos dan pemusatan operasi untuk meningkatkan lagi kecekapan dan perkhidmatan. Inisiatif yang dilaksanakan terbukti berhasil apabila Perbankan Pengguna menyumbang sebanyak 40% kepada jumlah hasil Alliance Bank. Antara produk teras yang menjadi penyumbang adalah Gadai Janji, Pinjaman Pengguna, Kad Kredit dan instrumen Pengurusan Kekayaan. Perbankan Komersial telah memulakan beberapa inisiatif penting untuk mengukuhkan lagi kedudukannya sebagai bank pilihan utama di kalangan Perusahaan Kecil dan Sederhana (“PKS”). Kumpulan ini telah mencapai hasilnya yang penting melalui pelaburan sumber yang banyak untuk mengolah proses, mencipta produk baru, meluaskan penawaran produk, membentuk semula mutu portfolio dan menarik bakat yang bersesuaian dan kemudian mengasah kemahiran mereka sehingga dapat menggiatkan lagi pertumbuhan dalam perniagaan PKS. Model perniagaan yang baru berjaya dihasilkan dan dilaksanakan pada tahun kewangan yang ditinjau, untuk menunaikan dan menyokong janji Perbankan Perdagangan kepada pelanggan, dengan tujuan menjalin perkongsian jangka panjang dan menyediakan penyelesaian kewangan sehenti kepada segmen pelanggan yang disasarkan. 19 A N N U A L R E P O R T 2 0 0 7 c h a i r m a n ’s s t a t e m e n t penyata pengerusi Pelaksanaan model perniagaan yang baru telah menggandakan jumlah jualan sebanyak tiga kali sementara mutu portfolio terus bertambah baik. Pada tahun kewangan ini, portfolio Perbankan Korporat telah disusun semula untuk menyeimbangkan mutu asetnya. Suatu pembaharuan rangka kerja pengurusan risiko seluruh perusahaan telah memperkenalkan budaya pengurusan risiko yang lebih berkesan dalam Perbankan Korporat dan melahirkan unit Sokongan Pentadbiran Kredit untuk menjaga aspek risiko perniagaan ini dengan mengasingkan tugas pengasalan daripada fungsi pentadbiran kredit. An enterprise-wide revamp of the risk management framework has introduced a more robust risk management culture in Corporate Banking and the setting up of the Credit Administration Support unit to look after the risk aspect of this business by segregating origination from credit administration function. Islamic Banking turned in a strong performance with Islamic financing packages constituting 15% of total financing assets of the Alliance Banking Group. During the financial year under review, revenue from Islamic Banking constituted 14% of total revenues of Alliance Bank with Consumer Banking making up of 55% of the revenue, followed by Corporate and Commercial 23% and Treasury 22%. C O R P O R AT E D E V E L O P M E N T On 26 May 2006, Alliance Bank issued RM600 million of Tier 2 Subordinated Bonds, which have a 10 year maturity with a call from the 5th anniversary of the issue date. The Subordinate Bonds carry an interest coupon of 6.09% per annum, subject to revision of rate in year six at 7.59% per annum. The proceeds from the Subordinate Bonds were used as general working capital, including the redemption of its existing RM535 million 7.75% subordinated bonds on 20 June 2006. 20 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Perbankan Islam menunjukkan prestasi yang kukuh dengan pakej pembiayaan Islam mencakupi 15% daripada jumlah aset pembiayaan Kumpulan Perbankan Alliance. Pada tahun kewangan yang ditinjau, hasil daripada Perbankan Islam merangkumi 14% daripada jumlah hasil Alliance Bank dengan Perbankan Pengguna menyumbang 55% daripada hasil, diikuti Korporat dan Perdagangan 23% dan Perbendaharaan 22%. P E R K E M B A N G A N K O R P O R AT Pada 26 Mei 2006, Alliance Bank menerbitkan RM600 juta Bon Subordinat Tingkat 2, yang mempunyai tempoh matang 10 tahun dengan opsyen beli pada ulang tahunnya yang ke-5 dari tarikh terbitan. Bon Subordinat tersebut membawa kupon faedah sebanyak 6.09% setahun, tertakluk kepada semakan kadar pada tahun ke-6 pada kadar 7.59% setahun. Hasil perolehan daripada Bon Subordinat digunakan sebagai modal kerja am, termasuklah penebusan bon subordinat 7.75% bernilai RM535 juta yang sedia ada pada 20 Jun 2006. Pada 21 Jun 2006, Syarikat mengumumkan cadangannya untuk menerbitkan Program Kertas Perdagangan (“KP”)/Nota Jangka Sederhana (“NJS”) bernilai RM300 juta untuk membiayai semula pinjaman Syarikat yang sedia ada dan untuk memenuhi keperluan modal kerja dan/atau pendanaan Kumpulan. Terbitan Pertama Khas KP bernilai nominal RM200 juta untuk tempoh matang satu (1) tahun diterbitkan pada 18 September 2006 untuk membiayai semula pinjaman bertempoh yang sedia ada sebanyak RM200 juta. c h a i r m a n ’s s t a t e m e n t On 21 June 2006, the Company announced the proposal to undertake an issuance of Commercial Papers (“CP”)/Medium Term Notes (“MTN”) Programme of RM300 million for the purpose of refinancing existing borrowing of the Company and to meet working capital and/or funding requirements of the Group. A Special First Issuance of CP of RM200 million nominal value for a tenor of one (1) year was issued on 18 September 2006 to re-finance an existing term loan of RM200 million. On 9 October 2006, Alliance Bank was made a direct wholly-owned subsidiary of the Company as a result of the members’ voluntary winding-up of Syabas Sutra Sdn Bhd, a wholly-owned subsidiary of the Company which was previously the immediate holding company of Alliance Bank. On 30 December 2006, Alliance Investment Bank’s merger with Kuala Lumpur City Securities Sdn Bhd resulted in its complete transformation into an investment bank, in accordance with Guidelines on Investment Banks issued by Bank Negara Malaysia and Securities Commission. To further strengthen the Group’s asset and fund management capabilities, Alliance Unit Trust Management Berhad and Alliance Capital Asset Management Sdn Bhd were merged on 2 April 2007 to form Alliance Investment Management Berhad, which is among the top ten fund managers in the country with assets under management of RM2.4 billion as at 31 March 2007. The 2002/2007 Warrants of the Company, which were issued in September 2002 pursuant to a Rights Issue, expired on 8 June 2007. With the conversion of almost all the warrants, the issued and paid up share capital of the Company increased to RM1,548,105,929 comprising 1,548,105,929 ordinary shares of RM1.00 each fully paid. There were 2,013,228 warrants not exercised by the expiry date and these have accordingly lapsed. penyata pengerusi Pada 9 Oktober 2006, Alliance Bank telah dijadikan anak syarikat langsung milik penuh Syarikat melalui pembubaran sukarela ahli Syabas Sutra Sdn Bhd, anak syarikat milik penuh Syarikat yang sebelum ini merupakan syarikat induk langsung Alliance Bank. Pada 30 Disember 2006, penggabungan Alliance Investment Bank dengan Kuala Lumpur City Securities Sdn Bhd menyempurnakan transformasinya kepada bank pelaburan, selaras dengan Garis Panduan bagi Bank Pelaburan yang dikeluarkan oleh Bank Negara Malaysia dan Suruhanjaya Sekuriti. Untuk mengukuhkan lagi kemampuan pengurusan aset dan dana Kumpulan, Alliance Unit Trust Management Berhad dan Alliance Capital Asset Management Sdn Bhd telah digabungkan pada 2 April 2007 untuk membentuk Alliance Investment Management Berhad yang meletakkannya di kalangan sepuluh pengurus dana teratas di negara ini dengan aset yang diuruskannya berjumlah RM2.4 bilion setakat 31 Mac 2007. Waran 2002/2007 Syarikat, yang diterbitkan pada bulan September 2002 selaras dengan suatu Terbitan Hak telah luput pada 8 Jun 2007. Dengan penukaran hampir semua waran, modal saham Syarikat yang diterbitkan dan berbayar bertambah kepada RM1,548,105,929 yang terdiri daripada 1,548,105,929 saham biasa bernilai RM1.00 setiap satu dan berbayar sepenuhnya. 2,013,228 waran belum lagi dilaksanakan pada tarikh luputnya dan dengan itu waran tersebut telah luput. TA N G G U N G J AWA B S O S I A L K O R P O R AT Kumpulan percaya dengan sesungguhnya bahawa Tanggungjawab Sosial Korporat (“TSK”) dilahirkan melalui cara kami bertingkah laku semasa berurusan. Kami percaya bahawa TSK tidaklah bererti membelanjakan wang tetapi sebaliknya tercermin melalui cara kami memperoleh wang dengan bertanggungjawab, dengan memastikan kami sentiasa memelihara alam sekitar dan menjaga kebajikan golongan yang kurang mampu. 21 A N N U A L R E P O R T 2 0 0 7 c h a i r m a n ’s s t a t e m e n t penyata pengerusi Falsafah perniagaan kami menghendaki supaya kami sentiasa bertindak adil semasa berurusan dengan semua pelanggan dan pembekal kami. Dalam berbuat demikian, kami menunaikan tanggungjawab kami kepada komuniti di tempat kami beroperasi dengan menyokong usaha yang dibaktikan kepada pendidikan dan kemajuan golongan yang muda dan yang kurang mampu. DIVIDEN C O R P O R AT E S O C I A L R E S P O N S I B I L I T Y The Group believes very strongly that Corporate Social Responsibility (“CSR”) is expressed in the way we conduct ourselves when doing business. We believe CSR is not about spending money but in how we make our money in a responsible way; ensuring that we look after the environment and those in need. Our business philosophy is to be fair in all our dealings with all our customers and suppliers. At the same time we fulfil our responsibilities to the communities in which we operate by supporting causes devoted to education and personal development of the young and needy. Meskipun dengan tahap keuntungan Kumpulan, Lembaga Pengarah tidak dapat menyarankan sebarang pembayaran dividen bagi tahun kewangan yang berakhir pada 31 Mac 2007 kerana Kumpulan Perbankan Alliance tidak sempat membayar dividen kepada Syarikat sebelum penghujung tahun kewangan. Lembaga Pengarah akan mengisytiharkan dividen kepada pemegang saham selepas dividen diterima daripada anak-anak syarikat kami dan selepas kelulusan yang wajib telah diterima kelak. Selain itu, Lembaga Pengarah telah mencadangkan pengimbangan kerugian terkumpul Syarikat dengan akaun premium saham untuk memudahkan pengisytiharan dividen pada masa depan. Cadangan ini akan dikemukakan untuk kelulusan pemegang saham semasa Mesyuarat Agung Luar Biasa yang akan datang. PA N D A N G A N E K O N O M I DIVIDENDS Despite the profitability at Group level, the Board of Directors is not able to recommend any payment of dividends for the financial year ended 31 March 2007 as the Alliance Banking Group was not able to pay a dividend to the Company before the close of the financial year due to timing constraints. The Board would be declaring a dividend to shareholders after dividends are received from our subsidiaries and after the necessary approvals have been received. In addition, the Board has proposed for shareholders’ approval at the forthcoming Extraordinary General Meeting to set-off the accumulated losses of the Company against the share premium account to facilitate the declaration of dividends in future. 22 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Menurut Laporan Tahunan 2006 BNM, pertumbuhan global pada tahun 2007 akan dikekalkan pada kadar yang melebihi 4% bagi tahun kelima berturut-turut. Walaupun pertumbuhan yang sederhana telah diramalkan bagi Amerika Syarikat, pemulihan di Eropah dan Jepun pula dijangka dapat dikekalkan. Pertumbuhan di rantau Asia akan disokong oleh permintaan dalam negeri. Walau bagaimanapun, aliran modal yang kukuh ke rantau ini akan terus menjadi cabaran dari segi pengurusan kewangan. Ekonomi Malaysia dijangka akan mencatatkan pertumbuhan yang teguh pada tahun 2007, disokong oleh pertumbuhan global yang berlanjutan dan permintaan dalam negeri yang berdaya tahan, dengan Keluaran Dalam Negeri c h a i r m a n ’s s t a t e m e n t ECONOMIC OUTLOOK According to BNM’s 2006 Annual Report, global growth in 2007 is to be sustained at above 4% for the fifth consecutive year. While a moderation in growth is forecast for the US, the recovery in Europe and Japan is expected to be sustained. Growth in the Asian region will be supported by domestic demand. However, strong capital flows to the region would continue to pose a challenge to monetary management. The Malaysian economy is expected to register solid growth in 2007, supported by sustained global growth and resilient domestic demand, with real Gross Domestic Product expanding by 6%. Inflation is expected to remain benign during the year. After having increased in 2006 following the partial reduction of fuel and other subsidies, inflation is expected to trend downwards during the year. BNM’s expected average inflation rate for 2007 is in the range of 2-2.5%. G O I N G F O RWA R D The year ahead is expected to be a good year for the Group as it reaps the benefits of the transformation and capabilities that have been put in place. The Group looks forward to stronger loans portfolio growth in the targeted segments and improved return on equity for shareholders. We intend to become a key player in the targeted business segments of Commercial Banking and Consumer Banking. The Group will be very focused on industry wide spaces, using state of the art information systems, business analytics and innovative business models to exploit these spaces in the industry and to ensure effective and sustainable growth. The Group will also continue to leverage on the regional presence and expertise of its major shareholder to enhance our network and product proposition as well as to capitalize on the strength of our SME and consumer market segments and that of our human resource pool. penyata pengerusi Kasar berkembang sebanyak 6%. Inflasi dijangka akan kekal rendah pada tahun ini. Selepas meningkat pada tahun 2006 ekoran pengurangan separa bahan api dan subsidi yang lain, inflasi dijangka akan menurun pada tahun ini. Jangkaan BNM terhadap kadar purata inflasi pada tahun 2007 ialah antara 2-2.5%. M A J U K E D E PA N Tahun yang akan datang dijangka akan menjadi tahun yang baik untuk Kumpulan kerana inilah masanya Kumpulan ini akan menikmati manfaat daripada transformasi dan kemampuan yang telah diperoleh. Kumpulan ini mengharapkan pertumbuhan portfolio pinjamannya yang lebih kukuh dalam segmen yang disasarkan dan pulangan ekuiti yang lebih baik untuk pemegang saham. Kami berhasrat untuk menjadi peserta yang penting dalam segmen-segmen perniagaan yang disasarkan, iaitu Perbankan Komersial dan Perbankan Pengguna. Kumpulan ini akan memberikan tumpuan yang khusus terhadap ruang-ruang yang merentasi seluruh industri, dengan menggunakan sistem maklumat yang canggih, analisis perniagaan dan model perniagaan yang inovatif untuk mengeksploitasi ruang-ruang ini dan untuk menjamin pertumbuhan yang berkesan dan berlanjutan. Kumpulan juga akan terus mengumpil kehadiran serantau dan kepakaran pemegang sahamnya yang utama untuk mengukuhkan rangkaian dan usul produk kami di samping memanfaatkan kekuatan segmen PKS dan segmen pasaran pengguna kami, dan juga kekuatan sumber manusia kami. Visi kami adalah untuk menjadi penyedia penyelesaian kewangan bersepadu yang terunggul dengan capaian ke seluruh rantau dan kami akan berusaha untuk memberikan pengalaman yang terbaik kepada pelanggan-pelanggan dan mewujudkan nilai jangka panjang untuk para pemegang saham. Ini akan dicapai melalui penyampaian pengalaman pelanggan yang cemerlang; melalui perikatan strategik dan sinergi Kumpulan yang dipertingkatkan; dan melalui penggunaan teknologi dan modal manusia yang terbaik. A N N U A L R E P O R T 23 2 0 0 7 c h a i r m a n ’s s t a t e m e n t Our vision is to be a leading integrated financial solutions provider with regional reach, and we will strive to deliver the best experience for customers and to create long term value for shareholders. These will be achieved through the delivery of excellent customer experience; through strategic alliances and enhanced Group synergies; and the engagement of best-in-class technology and human capital. We will work towards being recognized as a financial group that employs best practices in every aspect of its businesses, as a Malaysian bank of great integrity and excellent corporate governance. To better reflect the existing business and scope of activities of the Group, the Company has obtained the necessary regulatory approvals for the proposed change of name to ‘Alliance Financial Group Berhad’, subject to the shareholders’ approval at the forthcoming Extraordinary General Meeting. BOARD OF DIRECTORS Datuk Bridget Lai, the Group Chief Executive Officer of Alliance Bank, who joined the Board on 20 June 2007 is a very welcomed addition that will help strengthen the capabilities of the oversight role of the Board. ACKNOWLEDGEMENT On behalf of the Board of Directors, I would like to extend our gratitude to the management and staff of the Group for their continued commitment and dedication. I would also like to extend our appreciation to Bank Negara Malaysia, the Securities Commission, Bursa Securities, business partners, advisers and customers. Finally, we would like to thank our shareholders for their continued support. penyata pengerusi Kami akan berusaha sehingga diiktiraf sebagai kumpulan kewangan yang menggunakan amalan terbaik dalam setiap aspek perniagaannya, sebagai sebuah bank Malaysia yang memiliki keutuhan yang tinggi dan tadbir urus korporat yang cemerlang. Untuk mencerminkan dengan lebih jelas lagi perniagaan dan jenis-jenis kegiatan yang dijalankan oleh Kumpulan pada masa ini, Syarikat telah mendapatkan kelulusan berperaturan yang perlu bagi cadangan untuk menukar namanya kepada ‘Alliance Financial Group Berhad’, tertakluk kepada persetujuan para pemegang saham syarikat pada Mesyuarat Agung Luar Biasa yang akan datang. LEMBAGA PENGARAH Datuk Bridget Lai, Ketua Pegawai Eksekutif Kumpulan Alliance Bank yang menganggotai Lembaga Pengarah ini pada 20 Jun 2007, merupakan ahli baru yang tersangat dialu-alukan kerana beliau akan menolong mengukuhkan kemampuan Lembaga Pengarah dari segi peranan Lembaga Pengarah sebagai pengawal selia. PENGHARGAAN Bagi pihak Lembaga Pengarah, saya ingin mengucapkan setinggi-tinggi terima kasih kepada pihak pengurusan dan semua kakitangan Kumpulan atas komitmen dan dedikasi anda yang berterusan. Saya juga ingin melahirkan penghargaan kami kepada Bank Negara Malaysia, Suruhanjaya Sekuriti, Bursa Securities, rakan-rakan niaga, para penasihat dan semua pelangganpelanggan kami. Akhir sekali, kami ingin mengucapkan terima kasih kepada para pemegang saham kami atas sokongan anda yang berterusan. DATUK OH CHONG PENG Pengerusi DATUK OH CHONG PENG Chairman 24 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) corporate governance statement The Board of Directors of Malaysian Plantations Berhad have adopted the highest standards of corporate governance in all areas of its activities with the objective of achieving business prosperity and corporate accountability. The ultimate objective is to safeguard the interests of all stakeholders and to enhance shareholders’ value. The Board is committed to ensure that the Company is in compliance with the guidelines on Best Practices in Corporate Governance set out in the Malaysian Code on Corporate Governance. 1. THE BOARD OF DIRECTORS 1.1 Composition The Board comprises nine (9) members, who are all Non-Executive Directors, of whom six (6) are Independent Directors. The Board is constituted of individuals of high calibre and diverse experience and collectively have the necessary skills and qualification to effectively manage the Company and to discharge the responsibilities of the Board. The current board members are all very experienced in the management of businesses and in terms of academic background have skills in the areas of law, banking, accounting, economics and business management. The presence of a majority of Independent Non-Executive Directors also provides the necessary checks and balances to ensure that the interests of all shareholders and the general public are given due consideration in the decisionmaking process. A brief profile of each Director is presented on pages 5 to 9 of this Annual Report. 1.2 Duties and Responsibilities The Board is led by the Chairman, Datuk Oh Chong Peng, who is an Independent Non-Executive Director. The Chairman receives strong and positive support from the Company Secretary in discharging his duties and responsibilities to ensure the effective functioning of the Board. There are matters specifically reserved for the Board’s decision to ensure that the direction and control of the Group are firmly in hand. The day-to-day conduct of the Group’s business is delegated to the full-time employees of the Group subject to the authority limit given. The Board is ultimately responsible for the overall performance of the Company and of the Group. The principal duties and responsibilities of the Board are: • formulating the business direction and objectives of the Group; • reviewing, adopting and approving the Group’s annual budgets, strategic plans, key operational initiatives, major investments and funding decisions; • overseeing the conduct of business of the Group; • reviewing the risk management process within the Group; • assuming its responsibility in succession planning within the Group; and • reviewing the adequacy and integrity of internal control systems and management information systems to ensure compliance with relevant laws, rules, regulations, directives and guidelines. The Board also assumes various functions and responsibilities that are required of them by regulatory authorities, as specified in guidelines and directives issued from time to time. 1.3 Board Meetings The Board meets on a regular basis to review business performance, strategies, business plans and significant policies as well as to consider business and other proposals which require the Board’s approval. Ad-hoc Board meetings are held to deliberate on corporate proposals or urgent issues which require the Board’s consideration between scheduled meetings. 25 A N N U A L R E P O R T 2 0 0 7 corporate governance statement The Board met ten (10) times during the financial year ended 31 March 2007. Details of each Director’s attendance for the financial year ended 31 March 2007 are as follows: Name of Director Attendance 1. Datuk Oh Chong Peng (Chairman)(Appointed on 21.4.2006) 9/9 2. Dato' Thomas Mun Lung Lee 10/10 3. Tee Kim Chan 10/10 4. Stephen Geh Sim Whye 10/10 5. Tan Yuen Fah 9/10 6. Phoon Siew Heng 10/10 7. Megat Dziauddin bin Megat Mahmud 9/10 8. Kung Beng Hong (Appointed on 21.4.2006) 9/9 9. Bridget Anne Chin Hung Yee (Appointed on 20.6.2007) Not Applicable 1.4 Access to Information Board members are provided with relevant proposal papers and supporting documents well in advance of Board meetings to enable them to discharge their duties effectively. Senior management and advisers are invited to attend Board meetings, where necessary, to provide additional information and insights on the relevant agenda items tabled at Board meetings. The Directors have full access to the services of the Company Secretary, whose role includes ensuring that Board procedures, applicable rules and regulations are complied with. Every Director has the right to resources, whenever necessary and reasonable, for the performance of his duties at the cost of the Company. Directors may seek external independent professional advice at the expense of the Company, to assist them in making well-informed decisions whether as a full Board or in their individual capacity. 1.5 Appointment and Re-election of Directors Pursuant to the guidelines issued by Bank Negara Malaysia (“BNM”), the appointment of new Directors and the re-appointment of Directors upon the expiry of their respective tenure of office as approved by BNM, are subject to the prior approval of BNM. Any proposed appointment of new Board members and proposed re-appointment will be assessed by the Nomination Committee. The Nomination Committee will, upon its assessment, submit its recommendation to the Board for approval subject to Bank Negara Malaysia’s consent. Upon appointment, new Directors are advised of their legal and statutory responsibilities. All Directors are also regularly being updated on new requirements affecting their responsibility and are constantly reminded of their obligations. 26 M A L A Y S I A N In accordance with the Articles of Association of the Company, newly appointed Directors shall hold office only until the next AGM, and shall then be eligible for re-election. Additionally, one-third (1/3) of the remaining existing Directors shall retire from office at each annual general meeting (“AGM”) and be eligible to offer themselves for re-election provided always that all Directors shall retire from office at least once every three (3) years. P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) corporate governance statement Details of the Directors seeking re-election at the forthcoming AGM of the Company are disclosed in the Statement Accompanying Notice of AGM on page 166 of this Annual Report. 1.6 Directors’ Training The Board places the responsibility for training of directors on the Nomination Committee which on a continuous basis, evaluates and determines the training needs of directors. All the Directors have completed the Mandatory Accreditation Programme and attended various training programmes under the Continuing Education Programmes pursuant to the requirements of Bursa Securities. The Company has in place a Directors’ Orientation Programme for newly appointed Directors to familiarise themselves with the Group’s business operations. The Directors are provided with the opportunity for relevant training programmes on an ongoing basis on areas relating to the banking and financial industry to keep abreast with the latest developments in the marketplace. During the financial year, the Directors attended seminars, courses and briefings conducted by professional bodies and regulatory authorities. Seminars, courses and briefings attended by Directors during the financial year ended 31 March 2007 include the following:• • • • • • • • • Workshop for Directors and Senior Management on Leaders & Leadership Directors' Programme : Basel II Directives - An appreciation from a Practical Standpoint Applications and Implications of Selected Revised/New Financial Reporting Standards (FRS) IBBM Risk Management Conference 2006 : Managing Structured Products and Derivatives Program on Improving Board of Directors' Performance, Leadership and Governance US GAAP Seminar Briefing on the Anti-Money Laundering Act 2001 Marketing Partner of Global Leadership Forum Directors' Duties and Liabilities: Challenges and Obligations in Maintaining Corporate Governance 1.7 Board Committees The Board has established various Board Committees to assist and complement the Board in the execution of its responsibilities. Each Board Committee operates within its terms of reference, which clearly define its functions and authority. The Board Committees of MPlant are as follows: a) Audit Committee The composition of the Audit Committee and its Terms of Reference together with the Report of Audit Committee are presented on pages 36 to 39 of this Annual Report. b) Nomination Committee The Nomination Committee reviews the existing mix of skills, experience, size, effectiveness of the Board and contribution of each individual Director. It also considers and recommends to the Board, the candidates for directorships. The salient Terms of Reference of the Nomination Committee are as follows:• To establish minimum requirements for the board i.e. required mix of skills, experience, qualification and other core competencies required of a director. The Committee is also responsible for establishing minimum requirements for the Chief Executive Officer (“CEO”). The requirements and criteria should be approved by the full board. 27 A N N U A L R E P O R T 2 0 0 7 corporate governance statement • To recommend and assess the nominees for directorship, board committee members as well as nominees for the CEO. This includes assessing directors for reappointment, before an application for approval is submitted to Bank Negara Malaysia. The actual decision as to who shall be nominated should be the responsibility of the full board. • To oversee the overall composition of the board, in terms of the appropriate size and skills, and the balance between executive directors, non-executive directors and independent directors through annual review. • To recommend to the board the removal of a director/CEO from the board/management if the director/CEO is ineffective, errant and negligent in discharging his responsibilities. • To establish a mechanism for the formal assessment on the effectiveness of the board as a whole and the contribution of each director to the effectiveness of the board, the contribution of the board’s various committees and the performance of the CEO and other key senior management officers. Annual assessment should be conducted based on an objective performance criterion. Such performance criteria should be approved by the full board. • To ensure that all directors receive an appropriate continuous training program in order to keep abreast with the latest development in the industry. • To oversee the appointment, management succession planning and performance evaluation of key senior management officers. • To recommend to the board the removal of key senior management officers if they are ineffective, errant and negligent in discharging their responsibilities. • To assess, on an annual basis, to ensure that the directors and key senior management officers are not disqualified under Section 56 of the Banking and Financial Institutions Act, 1989. The Nomination Committee currently comprises entirely of non-executive directors with the majority being independent. For the financial year ended 31 March 2007, a total of four (4) meetings were held by the Nomination Committee. The members of the Nomination Committee and the details of attendance during the financial year ended 31 March 2007 are as follows: Name of Committee Member c) Datuk Oh Chong Peng (Chairman) 4/4 Tee Kim Chan 4/4 Dato' Thomas Mun Lung Lee 4/4 Phoon Siew Heng 3/4 Megat Dziauddin bin Megat Mahmud 4/4 Remuneration Committee The Remuneration Committee reviews and make recommendations to the Board on the remuneration package of Non-Executive Directors. The reviews cover all aspects of remuneration, including but not limited to Directors’ fees, allowances and benefits-in-kind based on the level of responsibilities undertaken by the particular Director concerned. 28 M A L A Y S I A N Attendance P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) corporate governance statement The salient Terms of Reference of the Remuneration Committee are as follows: • To recommend a framework of remuneration for directors, CEO and key senior management officers for the full board’s approval. The remuneration framework should support the Company’s culture, objectives and strategy and should reflect the responsibility and commitment, which goes with the board membership and responsibilities of the CEO and senior management officers. There should be a balance in determining the remuneration package, which should be sufficient to attract and retain the directors of calibre, and yet not excessive to the extent of the Company’s funds are used to subsidise the excessive remuneration. This framework should cover all aspects of remuneration including director’s fees, salaries, allowances, bonuses, options and benefits-in-kind. • To recommend specific remuneration packages for executive directors and the CEO. The remuneration package should be structured such that it is competitive and consistent with the Company’s culture, objectives and strategy. Salary scales drawn up should be within the scope of the general business policy and not be dependant on short-term performance to avoid incentives for excessive risk-taking. As for nonexecutive directors and independent directors, the level of remuneration should be linked to their level of responsibilities undertaken and contribution to the effective functioning of the board. In addition, the remuneration of each board member may differ based on their level of expertise, knowledge and experience. • To review annually the Group Policy on remuneration of non-executive directors of the subsidiaries and to recommend the remuneration of the non-executive directors for the board’s approval. The Remuneration Committee currently comprises of entirely non-executive directors with the majority being independent. For the financial year ended 31 March 2007, four (4) meetings were held by the Remuneration Committee. The members of the Remuneration Committee and the details of attendance during the financial year ended 31 March 2007 are as follows: Name of Committee Member Attendance Datuk Oh Chong Peng (Chairman) 3/3 Tee Kim Chan 4/4 Dato' Thomas Mun Lung Lee 4/4 Phoon Siew Heng 3/4 Megat Dziauddin bin Megat Mahmud 4/4 The minutes of all the above Board Committees are tabled to the Board for notation at the next available Board meeting. 1.8 Directors' Remuneration The objective of the Company’s policy on Directors’ remuneration is to attract and retain Directors needed to steer the Company towards achieving its goal effectively. The determination of the Non-Executive Directors’ remuneration is a matter for the Board as a whole. The level of remuneration of Non-Executive Directors is linked to their level of responsibilities undertaken. Non-Executive Directors are paid annual Directors’ fees and sitting allowances for attendance to Board/Committee meetings. The members of Board Committees are also paid annual fees for additional responsibilities undertaken. 29 A N N U A L R E P O R T 2 0 0 7 corporate governance statement The aggregate remuneration of the Directors of the Company categorised into the appropriate components and analysed into bands of RM50,000 for the financial year ended 31 March 2007 is set out below. Fees (RM’000) Other Allowances and Benefits-in-kind (RM’000) Total (RM’000) - - - Non-Executive Directors 424 218 642 Amount of Remuneration Executive Directors Non-Executive Directors RM50,000 to RM100,000 - 7 RM100,001 to RM150,000 - 1 Executive Directors 2. A C C O U N TA B I L I T Y A N D A U D I T 2.1 Financial Reporting The annual financial statements and quarterly results are reviewed by the Audit Committee and approved by the Board of Directors for BNM’s clearance prior to public release. A statement by the Directors explaining the Board’s responsibility for preparing the annual financial statements is set out on page 40 of this Annual Report. 2.2 Risk Management Framework and Internal Control A Statement on Internal Control, which provides an overview of the state of internal control within the Group, is disclosed on page 34 of this Annual Report. 2.3 Relationship with the Auditors Through the Audit Committee, the Company has established a formal and transparent relationship with the auditors, both internal and external. The external auditors are invited to discuss the annual financial statements, their audit plan, audit findings and other special matters that require the Board’s attention. The Audit Committee meets with the external auditors at least once a year, without the presence of the Management. 2.4 Related Party Transactions All related party transactions are reviewed by the Group Internal Auditors and reports on the review are forwarded to the Audit Committee every quarter for endorsement. 3. I N V E S T O R S R E L AT I O N A N D S H A R E H O L D E R S C O M M U N I C AT I O N The Company acknowledges the importance of regular communication with shareholders and investors. The Company endeavours to maintain constant and effective communication with shareholders through timely and comprehensive announcements. The Board regards the Annual General Meeting (“AGM”) and Extraordinary General Meetings as an opportunity to communicate directly with shareholders and encourages attendance and participation in dialogue. The notice of AGM is despatched to shareholders, together with explanatory notes or circulars on items of special business, at least twenty-one (21) days prior to the meeting date. 30 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) corporate governance statement Analysts briefings are conducted every quarterly in conjunction with the release of the quarterly financial results to provide consistent dialogues between the Group’s Senior Management and the investment community. During the last 12 months, the Group has participated in roadshows, conferences and forums in Singapore and Hong Kong and have dialogues with foreign fund managers and investment community. The analysts briefings and roadshows keep the investment community informed on the progress and development of the business activities of the Group and provide an avenue for the Group to receive feedback from potential investors. Shareholders, potential investors and members of the public can access the Company’s website at www.mplant.com.my for information of the Group. They can also convey their concerns and queries to the Senior Independent Non-Executive Director of the Company, Mr Tee Kim Chan at fax no. 03-2694 6200 or by e-mail to [email protected], or by mail to the registered office of the Company at 3rd Floor, Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur, Malaysia. 4. C O R P O R AT E D I S C L O S U R E The Corporate Disclosure Policies and Procedures for MPlant Group (“CDPP”) provides timely, consistent and fair disclosure of corporate information to enable informed decisions by investors. The objectives of the CDPP are: a) raising awareness of directors, management and employees on, disclosure requirements and practices; b) providing guidance in disseminating corporate information to, and in dealing with investors, analysts, media representatives and the public; and c) ensuring compliance with the disclosure obligations under the Listing Requirements of Bursa Securities and other applicable laws. The Group Company Secretary being the Corporate Disclosure Manager (“CDM”), serves as the primary contact person for matters referenced in the CDPP. He oversees and co-ordinates disclosure of material information to Bursa Securities, analysts, institutional investors, the media and the investing public. CDM also ensures compliance with the CDPP and undertakes reviews of any violations, including assessment and implementation of appropriate consequences and remedial action. Certain designated senior Management staff of the Group are authorised to communicate Group information to the investing public. The authorised spokespersons are regularly reminded of their responsibility to exercise due diligence in making sure that the information to be disseminated to the investing public is accurate, clear, timely and complete, and that due care is observed when responding to analysts, the media and the investing public. To take advantage of current information technology to disseminate relevant information to the investing public, all announcements released by the Company are made accessible via the Company’s website, www.mplant.com.my. 5. DEALINGS IN SECURITIES The Group has in place an internal procedure governing dealings in securities by the Directors and employees to prevent contravention of applicable rules and requirements, including the provisions of the Listing Requirements of Bursa Securities and insider trading laws. “Watch List” and “Restricted List” are circulated regularly to the relevant directors and employees reminding them to refrain from dealing with relevant securities. Directors and principal officers of the Group are also reminded on a quarterly basis in relation to restriction in dealings in securities of the Company during Closed Periods. This Corporate Governance Statement is made in accordance with the resolution of the Board of Directors. 31 A N N U A L R E P O R T 2 0 0 7 additional information The following additional information is provided in accordance with Paragraph 9.25 of the Bursa Securities Listing Requirements: 1. Utilisation of Proceeds There were no proceeds raised from any corporate proposal during the financial year ended 31 March 2007. 2. Non-Audit Fees Non-audit fees paid/payable to the external auditors, Messrs Ernst & Young by the Group for the financial year ended 31 March 2007 amounted to RM150,670. 3. Variations In Results There were no variances of 10% or more between the audited results for the financial year ended 31 March 2007 and the unaudited results previously announced. 4. Material Contracts Save as disclosed below, there were no material contracts (not being contracts entered into in the ordinary course of business) entered into by the Group involving Directors’ and major shareholders’ interests, either still subsisting at the end of the financial year or, if not then subsisting, entered into since the end of the previous financial year: Proposed Issuance of Commercial Papers/Medium Term Notes Programme of RM300 Million On 21 June 2006, the Company announced its proposal to undertake an issuance of Commercial Papers (“CP”)/Medium Term Notes (“MTN”) Programme of RM300 Million (“the Proposed Programme”). Alliance Investment Bank Berhad and Hwang-DBS Securities Berhad have been appointed as Joint Lead Arrangers and Joint Principal Advisers to arrange for the Proposed Programme. The Proposed Programme will have a tenure of seven (7) years from the date of the first issuance of the CP/MTN. The Company may issue CP with maturities of one (1), two (2), three (3), six (6), nine (9) or twelve (12) months and/or MTN with maturities of more than one (1) year and up to seven (7) years. The Proposed Programme will be unsecured except for the following: (i) Special First Issuance of CP/MTN of nominal value of RM200 million where the said CP/MTN will be secured against a Standby Letter of Credit / Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch; (ii) CP up to the nominal value of RM100 million where the said CP will be secured against a Standby Letter of Credit/Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch. The Proposed Programme is subject to the approval of Securities Commission (“SC”) and this was obtained on 19 July 2006. The proceeds to be raised will be utilised to refinance existing borrowing of the Company and to meet working capital and/or funding requirements of the Company and its subsidiaries. On 18 September 2006, the Company issued RM200 million Commercial Papers out of its RM300 million Commercial Papers/Medium Term Notes Programme. The proceeds from the issuance was used to repay the existing term loan of RM200 million. 32 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) additional information 5. Profit Guarantee There was no profit guarantee given by the Company in respect of the financial year ended 31 March 2007. 6. Revaluation of Landed Properties The Group does not adopt a policy of regular revaluation of its landed properties. 7. Amount of Options, Warrants or Convertible Securities Exercised During the Financial Year During the financial year ended 31 March 2007, 49,691,793 new ordinary shares of RM1.00 each in the Company were issued pursuant to the exercise of 49,691,793 2002/2007 Warrants at an exercise price of RM1.21 per ordinary share. 8. Share Buy-Back The Company did not buy back any of its shares during the financial year ended 31 March 2007. 9. American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) The Company did not sponsor any ADR or GDR programme during the financial year ended 31 March 2007. 10. Sanctions and/or Penalties There were no public sanctions and/or penalties imposed on the Company and its subsidiaries, Directors or Management by the relevant regulatory bodies during the financial year ended 31 March 2007. 33 A N N U A L R E P O R T 2 0 0 7 statement on internal control RESPONSIBILITY The Board acknowledges its overall responsibility for the Group’s system of internal control and for reviewing its adequacy and integrity. The system of internal control is designed to manage the Group’s risks within an acceptable risk profile, rather than eliminate the risk of failure to achieve the policies and business objectives of the Group. It can therefore only provide reasonable and not absolute assurance of effectiveness against material misstatement of management and financial information or against financial losses and fraud. The Board regularly receives and reviews reports on internal control and is of the view that the system of internal control that has been instituted throughout the Group is sound and adequate to safeguard the shareholders’ investments and the Group’s assets. The Group has an on-going process for identifying, evaluating and managing the significant risks faced by the Group and this process includes updating the system of internal control when there are changes to business environment or regulatory guidelines. The process is regularly reviewed by the Board and accords with the ‘Statement on Internal Control: Guidance for Directors of Public Listed Companies’ issued by the Task Force on Internal Control. The role of Management is to implement the Board’s policies, procedures and guidelines on risk and control by identifying and evaluating the risks faced and design, operate and monitor a suitable system of internal control to manage these risks. The Board has extended the responsibilities of the Audit Committee to include the role of monitoring all internal controls on behalf of the Board, including identifying risk areas and communicates to the Board critical risk areas faced by the Group. The Audit Committee is supported by an internal audit function which is independent of the activities they audit. The internal auditors have performed their duties with impartiality, proficiency and due professional care. RISK MANAGEMENT FRAMEWORK The Board ensures that the Group manages risk within clearly defined guidelines and will provide an independent oversight to ensure that risk management policies are complied with, through a framework of established control and reporting process. The Assets and Liabilities Management Committee, Credit Risk Management Committee and Operational Risk Management Committee assume the responsibility of overseeing specific areas of risks identifiable to the Group’s business activities and implement various risk management policies and procedures. An integrated Risk Management Committee is set up to oversee and coordinate the activities of the above mentioned committees. The major identifiable area of risks common to the activities and industries of the Group are credit risk, liquidity risk, market risk and operational risk. For more information on the risks and relevant guidelines and policies please refer Note 41 to the Financial Statements. SYSTEM OF INTERNAL CONTROL To ensure that a sound system of control is in place, the Board has established primary processes in reviewing the adequacy and integrity of the system of internal control. The primary processes include:• Regular and comprehensive management reports are made available to the Board on a monthly basis, covering financial performance and key business indicators, which allow for effective monitoring of significant variances between actual performance against budgets and plans. 34 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) statement on internal control • Clearly defined delegation of responsibilities to committees of the Board and to Management including organisation structures and appropriate authority levels. • A code of conduct, human resource policies and performance reward system to support business objectives, risk management and the system of internal control. • A proper procedure to control applications and the environment of computer information systems. • Regular update of internal policies and procedures, to reflect changing risks or resolve operational deficiencies. • Regular review of the business processes by the Group’s internal audit, to assess the effectiveness of the control environment and highlight significant risks impacting the Group. R E V I E W O F T H E S TAT E M E N T B Y E X T E R N A L A U D I T O R S As required by paragraph 15.24 of the Listing Requirements of Bursa Malaysia Securities Berhad, the external auditors have reviewed this Statement on Internal Control for the inclusion in the annual report for the financial year ended 31 March 2007. Their review was performed in accordance with Recommended Practice Guide 5: Guidance for Auditors on the Review of Directors’ Statement on Internal Control issued by the Malaysian Institute of Accountants. Based on their review, the external auditors have reported to the Board that nothing have 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. 35 A N N U A L R E P O R T 2 0 0 7 audit committee report AUDIT COMMITTEE The Audit Committee comprises the following Directors:Tan Yuen Fah Chairman, Independent Non-Executive Director Stephen Geh Sim Whye Tee Kim Chan Independent Non-Executive Director Independent Non-Executive Director Megat Dziauddin bin Megat Mahmud Kung Beng Hong Independent Non-Executive Director Non-Independent Non-Executive Director TERMS OF REFERENCE 1. Policy It is the policy of the Company to establish an Audit Committee to ensure that internal and external audit functions are properly conducted and that audit recommendations are being carried out effectively. 2. Objectives The objectives of this policy are: 3. a) to relieve the full Board of Directors from detailed involvement in the review of the results of internal and external audit activities, and yet ensure that audit findings are brought up to the highest level for consideration; and b) to comply with Paragraph 15.10 of the Bursa Malaysia Securities Berhad (“Bursa Securities”) Listing Requirements. Composition of the Audit Committee The Audit Committee shall be appointed by the Directors which shall fulfil the following requirements: a) the Audit Committee must be composed of no fewer than three members; b) a majority of the Audit Committee must be Independent Directors; c) the members of the Audit Committee shall elect a Chairman from among themselves who shall be an Independent Director; and d) at least one member of the Audit Committee: i) must be a member of the Malaysian Institute of Accountants; or ii) if he is not a member of the Malaysian Institute of Accountants, he must have at least three years’ working experience and: aa) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967; or bb) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of the Accountants Act 1967; or iii) fulfils such other requirements as prescribed by the Bursa Securities. No alternate Director shall be appointed as a member of the Audit Committee. 4. Secretary to the Audit Committee The Company Secretary shall be the Secretary to the Committee. 36 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) audit committee report 5. Quorum The majority of members present must be Independent Directors to form a quorum. 6. Attendance at Meetings • The Head of Finance and Head of Internal Audit Department are invited to attend all meetings of the Audit Committee. • The External Auditors are normally invited to attend meetings as and when necessary. • Other Board members may attend meetings upon the invitation of Audit Committee. • The Secretary of the Audit Committee shall provide the necessary administrative and secretarial services for the effective functioning of the Committee. The minutes of meetings are circulated to the Committee Members and to all other members of the Board. 7. Frequency of Meetings The Committee shall meet at least four times a year. However, the frequency of meetings would increase depending on the scope of the audit activities and the number of audit reports produced. 8. Functions of the Audit Committee The functions of the Audit Committee are as follows: a) To consider the appointment of the External Auditors, the audit fee and any questions of resignation or dismissal and whether there is reason (supported by grounds) to believe that External Auditors are not suitable for re-appointment; b) To discuss with the External Auditors before the audit commences, the nature and scope of the audit, and ensure coordination where more than one audit firm is involved; c) To recommend the nomination of a person or persons as External Auditors; d) To • • • • • • e) To review the quarterly and year-end financial statements of the Company, prior to the approval of the Board of Directors, focusing particularly on: • any changes in accounting policies and practices; • significant adjustments arising from the audit; • any other significant and unusual events; • the going concern assumption; and • compliance with accounting standards and other legal requirements; f) To discuss problems and reservations arising from the interim and final audits, and any matter the Auditors may wish to discuss (in the absence of Management where necessary); review: with the External Auditors, the audit plan; with the External Auditors, their evaluation of the system of internal controls; with the External Auditors, their audit report; the assistance given by the Company’s officers to the External Auditors; the consolidated financial statements of the Company; and any related party transactions that may arise within the Group; 37 A N N U A L R E P O R T 2 0 0 7 audit committee report 9. g) To review the External Auditors’ Management letter and Management’s response; h) To propose best practices on disclosure in financial results and annual reports of the Company in line with the principles set out in the Malaysian Code of Corporate Governance, other applicable laws, rules, directives and guidelines; i) To propose that the Management has in place an adequate system of risk management to safeguard the Company’s assets; j) To do the following where an internal audit function exists: • review the adequacy of the scope, functions and resources of the internal audit function, and that it has the necessary authority to carry out its work; • review the internal audit programme and results of the internal audit process and where necessary ensure that appropriate action is taken on the recommendations of the internal audit function; • review any appraisal or assessment of the performance of members of the internal audit function; • to consider the major findings of internal investigations and Management’s responses; k) To consider and examine any other matters as defined by the Board. Authority The Committee is authorised by the Board to: a) b) c) d) e) f) g) investigate any matter within the scope of the Committee’s duties; have full and unrestricted access to any information in the Company; obtain independent professional advice or other advice, whenever deemed necessary; make recommendations for improvements of operating performance and management control arising from internal and external audit recommendations; have the resources which are required to perform its duties; have direct communication channels with the External Auditors and person(s) carrying out the internal audit function or activity, if any; and be able to convene meetings with the External Auditors, excluding the attendance of the executive members of the Committee, whenever deemed necessary. AUDIT COMMITTEE MEETINGS HELD FOR THE FINANCIAL YEAR ENDED 31 MARCH 2007 During the financial year ended 31 March 2007, a total of six (6) Audit Committee meetings were held. The details of attendance of the Committee members are as follows: Name of Committee Member Attendance Tan Yuen Fah 6/6 Stephen Geh Sim Whye 6/6 Tee Kim Chan 6/6 Megat Dziauddin bin Megat Mahmud 5/6 Kung Beng Hong (Appointed on 1.6.2006) 4/4 38 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) audit committee report S U M M A RY O F A C T I V I T I E S The Audit Committee has during the financial year ended 31 March 2007 discharged the following duties: a) b) c) d) e) f) g) h) i) j) k) l) Reviewed the quarterly results and made recommendations to the Board for approval; Reviewed with the External Auditors, the draft Audited Financial Statements of the Company and the Group for the financial year ended 31 March 2006; Reviewed with the External Auditors, the audit findings for the financial year ended 31 March 2006; Reviewed with the External Auditors, their audit plan for the financial year ended 31 March 2007; Considered the re-appointment of External Auditors and their audit fee for the financial year ended 31 March 2007; Reviewed the internal audit reports; Reviewed the Statement on Internal Control for the financial year ended 31 March 2006 and the Audit Committee Report for inclusion in the 2006 Annual Report; Reviewed with the Internal Auditors, the internal audit plan and budget for the financial year ending 31 March 2008; Reviewed Bank Negara Malaysia’s examination reports on subsidiaries; Reviewed recurrent related party transactions entered into by the Company and its subsidiaries; Reviewed and approved the engagement of Messrs Ernst & Young as reporting accountants for the proposed Commercial Papers/Medium Term Notes Programme of RM300 million; and Reviewed the Corporate Disclosure Policies and Procedures. Subsequent to the financial year ended 31 March 2007, the Audit Committee discharged the following duties: a) b) c) Reviewed the 2007 Report to the Audit Committee from the External Auditors; Reviewed the External Auditors’ Management Letter in respect of the audit for the Group for the financial year ended 31 March 2007; and Reviewed with the External Auditors, the draft Audited Financial Statements of the Company and the Group for the financial year ended 31 March 2007. INTERNAL AUDIT FUNCTION The Head of Internal Audit Department reports directly to the Audit Committee. The Internal Audit Department is responsible for the provision of independent audit reports to the Audit Committee on the Group’s system of internal control and its authority is provided in the Audit Charter, which formally documents the roles, duties and responsibilities of the Internal Auditors. 39 A N N U A L R E P O R T 2 0 0 7 statement of board of directors' r e s p o n s i b i l i t i e s for preparing the Annual Audited Financial Statements The Companies Act, 1965 requires Directors to prepare financial statements for each financial year, which give a true and fair view of the state of affairs of the Group and the Company for the financial year. In preparing the financial statements, the Directors are responsible for the adoption of suitable accounting policies that comply with the provisions of the Companies Act, 1965, applicable Financial Reporting Standards in Malaysia as modified by Bank Negara Malaysia Guidelines. The Directors are also responsible to ensure their consistent use in the financial statements, supported where necessary by reasonable and prudent judgements. The Directors hereby confirm that suitable accounting policies have been consistently applied in the preparation of the financial statements. The Directors also confirm that the Company maintains adequate accounting records and an effective system of internal control to safeguard the assets of the Group and the Company and prevent and detect fraud or any other irregularities. 40 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) financial statements Directors’ Report 42 Statement by Directors 50 Statutory Declaration 50 Report of the Auditors 51 Balance Sheets 52 Income Statements 54 Consolidated Statement of Changes in Equity 55 Statement of Changes in Equity 56 Consolidated Cash Flow Statement 57 Cash Flow Statement 60 Notes to the Financial Statements 61 41 A N N U A L R E P O R T 2 0 0 7 directors’ report DIRECTORS' REPORT The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of the Company for the financial year ended 31 March 2007. PRINCIPAL ACTIVITIES The principal activities of the Company are investment holding and provision of management services to the subsidiaries. The principal activities of the subsidiaries are commercial banking and financing, investment banking, Islamic banking, provision of stockbroking services, unit trusts and fund management, and the provision of related financial services. There have been no significant changes in the nature of the principal activities during the financial year. RESULTS Group RM'000 Profit/(loss) before taxation Taxation and zakat Company RM'000 150,812 (1,495) (43,449) (2,050) ––––––––––––––––––––––––– 107,363 (3,545) ============================== Profit/(loss) for the year Attributable to: Equity holders of the Company Minority interests 107,258 (3,545) 105 – ––––––––––––––––––––––––– 107,363 (3,545) ============================== Profit/(loss) for the year 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. DIVIDENDS No dividend has been declared by the Company since the end of the previous financial year. The Directors do not recommend any payment of dividend for the current financial year. BUSINESS REVIEW FOR 2006/7 FY 2006/7 was a year of continuing liberalization as the financial service industry operated in a more challenging business and economic environment. Competition continued to intensify with the expansion of branches among foreign banks, the merger and acquisition of certain domestic banks as well as the recapitalization of domestic banks through regional players. Of significance, the entry of new players in Islamic Banking, the newly formed investment banks and the liberalization of foreign exchange administration policies are expected to generate increased activity with new innovative products and services to attract a wider range of customers, including foreign clients. Against this backdrop, the Alliance Banking Group went through a comprehensive restructuring exercise, both operationally and structurally. Over the past 18 months, the Group embarked on a positive transformation journey to turnaround the banking entity into a high performing banking group. 42 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) directors’ report BUSINESS REVIEW FOR 2006/7 (cont’d) The Group expanded its reach by repositioning its branches into sales and service outlets, implemented multi-distribution channels through Alliance Direct Marketing Sdn. Bhd., exclusive third party sales agencies, tie ups, telesales and forging regional strategic alliances vide our parentage. These strategic partnerships and alliances serve us and our customers well giving us greater access to the domestic and regional markets without high capital investment needed. We remodeled our businesses into four main lines ranging from Consumer Banking, Commercial Banking, Islamic Banking, Wholesale and Investment Banking and built robust and integrated risk management capability and infrastructure. The entities of the Group leveraged on synergies across businesses and improve efficiency through the shared services model and integration of complementary business. In this way, we were able to expand and strengthen our footprint more cost effectively through the sharing of resources. We focused on organic growth and implemented new strategies and business models, re-engineered business processes and systems to drive higher productivity and efficiency, strengthen the Group’s resilience in facing and overcoming challenges in an increasingly intense competitive environment. We innovated and expanded our product franchise and adopted new distribution trends in order to continue sharpening our value proposition to the customers. During the financial year, Alliance Bank expanded its Consumer Banking franchise by rebalancing its loans portfolio to increase profitability by promoting mortgage, personal financing, credit cards and wealth management products and services. Lending activity focused on mass market consumer and Small and Medium Enterprises (“SMEs”) financing while corporate loans and offering of capital market solutions to local corporations continued. We have also successfully rolled out a new business model for the SMEs and Commercial Banking clients and we continue to promote Islamic Banking. In December 2006, our Investment Bank subsidiary legally merged with Kuala Lumpur City Securities Sdn. Bhd. (“KLCS”) and is now a Participating Organisation under Bursa Malaysia Securities Berhad. This means Alliance Investment Bank Berhad (”AIBB”) now directly offers stock broking services to its clients thereby enhancing its capability and position as a key player in the domestic and regional equity markets. To further strengthen our asset and fund management expertise, we have recently rationalised the business of Alliance Unit Trust Management Berhad and Alliance Capital Asset Management Sdn. Bhd. to form Alliance Investment Management Berhad, which is ranked among the top 10 asset management companies in the country. In conjunction with the RAM League Awards 2007, AIBB was awarded with the Special League Achievement Award and Blue Print Award. The Special League Award was awarded to AIBB in recognition for outstanding accomplishments in the RAM League Table while the Blue Print Award recognises AIBB’s “Glomac Regal Sdn Bhd RM175 million Murabahah Underwritten Notes and Issuance of Murabahah Medium Term Notes Facility” as the groundbreaking New Real Estate Benchmark Deal. Alliance Unit Trust’s First Fund was also awarded the Best Performing Fund Award under the Mixed Asset Balanced 10 years category by Lipper Asia Ltd and The Edge Communication Group. The Group continued to improve its asset quality and also revised its provisioning methodologies for non-performing loans to close the gap with the provisioning recommendations of Financial Reporting Standard 139 – Financial Instruments: Recognition and Measurement. The Group continues to invest in building the required infrastructure and in enhancing its human capital and talent pool to support business growth and to better manage risks. The Group has embarked on an integrated enterprise-wide risk management framework within the Basel II Accord, establishing a culture of best practices that will augur well while it focuses on its growth agenda. 43 A N N U A L R E P O R T 2 0 0 7 directors’ report ECONOMIC OUTLOOK AND PROSPECT FOR 2007/8 Despite the expected slower growth from Malaysia’s largest trading partner, the US and the softening demand for computers and related parts from the US market, which is a major export destination for Malaysian Electronic & Electrical products, Malaysia’s domestic demand is expected to remain robust and the service sector will upstage manufacturing sector as the key driver of growth in 2007. Overall, the economy is expected to post a 6.0% growth for 2007, according to BNM’s 2006 Annual Report . The financial services sub-sector in particular will remain vibrant and a major driver of growth. The banking industry has improved substantially over the past decade and will continue to shine this year with Mergers and Acquisitions and Islamic products providing the impetus. Lower NPLs and other health barometers of the banking system will continue to show enhanced asset quality. An accommodative monetary policy will also be conducive for growth this year. The Overnight Policy Rate is forecasted to remain unchanged in 2007 at 3.5%. According to BNM’s 2006 Annual Report, the Consumer Price Index will most likely average between 2.0%-2.5% in 2007 from 2006’s 3.6% with fuel prices remaining relatively stable for the year. Fiscal policy is still in expansionary mode, with the implementation of the 9MP projects due to make an impact this year. According to BNM, this should turnaround the construction sector to positive growth of nearly 3% in 2007 after three years of contraction. The trickle-down effect from infrastructure projects is expected to be beneficial to Small and Medium Enterprises as the government focuses spending on smaller but greater number of contracts. Private sector-led growth will however continue to be the main agenda. According to BNM, consumer spending is expected to moderate slightly to 6.4% from 2006’s 7.0% due to lagging impact from last year’s interest rate hikes. Private investment is expected to pick up with double-digit growth and Foreign Direct Investment is expected to improve. As a result of expected capital inflows, the Ringgit is likely to continue appreciating against the US Dollar by end-2007, although greater two-way movements of the Ringgit is expected with greater liberalization. According to BNM, Malaysia’s sizeable foreign reserves, which stands at RM290 billion as of end-2006, sufficient to finance 7.9 months of retained imports and is 5.9 times the short-term external debt, should readily withstand these freer flows. The positive momentum is expected to augur well for the banking industry with resilient growth and further improvement in asset quality. BUSINESS OUTLOOK FOR 2007/8 The Group is on much stronger footing and we are in a good position to meet and overcome the challenges in FY 2007/8. We are committed to the Group’s long-term strategy of improving asset quality, whilst growing quality loans, advances and fee income for a sustainable profitable growth. To fulfill our aspiration in our future expansion plans, we will progressively invest in technology and build human capital. In addition to profit growth, we also aim to reduce our NPL level and increase our loan coverage ratio in line with the best in class in the market. We believe that size alone will not determine our aspirations. Instead our ROE and NPL management will define our leadership. Growth in the Alliance Banking Group is expected to continue to be driven by Consumer Banking, SME lending and Islamic Banking. Corporate lending is expected to remain soft as corporations continue to access the capital market to raise funds and Corporate Banking will work closely with AIBB to further exploit these opportunities. We will continue to pursue aggressive marketing strategies to promote mortgage, unsecured lending including credit cards, hire purchase, wealth management offering and SME lending. 44 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) directors’ report BUSINESS OUTLOOK FOR 2007/8 (cont’d) We have built the right platform to strengthen our sales capability with an increase in our sales force from about 90 people to over 1,400 people, strengthened our branch footprint and scaled up our business and operations. We have already seen an upside in our revenue. Going forward, we will continue to explore synergies to harness our resources for better service quality and profitability, to expand our market share for sustainable growth and further enhance our net worth. Our vision is to grow and strengthen the Group to be an integrated financial services group with a regional reach, delivering the best customer experience and long term shareholder value. We aim to do this by leveraging on technology, putting in place best in class analytical tools and best in class human capital. With strong corporate governance and sound risk management policies, we have started on our mission and barring unforeseen circumstances, the Group expects a good year ahead as it reaps the benefits of its new business models and capabilities. RATING BY EXTERNAL AGENCY Alliance Bank is rated by Rating Agency Malaysia Berhad ("RAM"). Based on RAM’s rating in April 2006, Alliance Bank’s short term and long term ratings are reaffirmed at P1 and A1 respectively. RAM has classified these rating categories as follows:P1 - Financial institutions in this category have superior capacities for timely payments of obligations. A1 - Financial institutions rated in this category are adjudged to offer adequate safety for timely repayment of financial obligations. This level of rating indicates a corporate entity with adequate credit profiles, but which possess one or more problem areas, giving rise to the possibility of future riskiness. Entities rated in this category have generally performed at industry average and are considered to be more vulnerable to changes in economic conditions than those rated in the higher categories. DIRECTORS The names of the Directors of the Company in office since the date of the last report and at the date of this report are: Datuk Oh Chong Peng Dato' Thomas Mun Lung Lee Tan Yuen Fah Tee Kim Chan Stephen Geh Sim Whye Phoon Siew Heng Megat Dziauddin Bin Megat Mahmud Kung Beng Hong DIRECTORS' BENEFITS Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to which the Company was a party, whereby the Directors might acquire benefits by means of the acquisition of shares in, or debentures of, the Company or any other body corporate. 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 33(b) to the financial statements) 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. 45 A N N U A L R E P O R T 2 0 0 7 directors’ report DIRECTORS' INTERESTS According to the Register of Directors' Shareholdings, the interests of Directors in office at the end of the financial year in shares in the Company were as follows: Number of Ordinary Shares of RM1.00 Each 1.4.2006 Acquired Sold 31.3.2007 The Company Megat Dziauddin Bin Megat Mahmud - Direct - Indirect Dato' Thomas Mun Lung Lee - Direct - Indirect (held through spouse, Datin Teh Yew Kheng) 3,000 - - - 3,000 - - 35,000 - 35,000 By virtue of their shareholdings in the Company, the above Directors are deemed to have beneficial interests in the shares of the subsidiary companies of the Company. 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. ISSUE OF SHARES During the financial year, the Company increased its issued and paid-up ordinary share capital from RM1,167,978,154 to RM1,217,669,947 by way of the issuance of 49,691,793 new ordinary shares of RM1.00 each pursuant to the exercise of 49,691,793 2002/2007 Warrants at an exercise price of RM1.21 per ordinary share. The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary shares of the Company. WARRANTS The 2002/2007 Warrants are constituted by a Deed Poll dated 17 June 2002 executed by the Company. The warrants were listed on Bursa Malaysia Securities Berhad on 20 September 2002. The main features of the 2002/2007 Warrants are as follows: (a) Each warrant entitles the registered holder to subscribe for one new ordinary share of RM1.00 each in the Company at an exercise price of RM1.21, subject to any adjustments under certain circumstances in accordance with the terms of the Deed Poll. (b) The Exercise Period is the period commencing on 9 September 2002 until 8 June 2007. Warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid. (c) The new ordinary shares of RM1.00 each to be issued pursuant to the exercise of the warrants will rank pari passu in all respect with the existing issued ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which precedes their date of allotment. BAD AND DOUBTFUL DEBTS Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of allowance for doubtful debts and satisfied themselves that all known bad debts had been written off and adequate allowance had been made for doubtful debts. 46 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) directors’ report BAD AND DOUBTFUL DEBTS (cont’d) At the date of this report, the Directors are not aware of any circumstances which would render the amount written off for bad debts, or the amount of the allowance for doubtful debts, in the financial statements of the Group and of the Company inadequate to any substantial extent. CURRENT ASSETS Before the income statements and balance sheets of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that any current assets, which were unlikely to be realised in the ordinary course of business, have been written down to an amount which they might be expected to realise. At the date of this report, the Directors are not aware of any circumstances which would render the values attributed to the current assets in the financial statements of the Group and of the Company misleading. VALUATION METHOD 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. CONTINGENT AND OTHER LIABILITIES 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) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year other than in the ordinary course of banking business. No contingent liability or other liability of the Group or of the Company has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may affect the ability of the Group and of the Company to meet their obligations as and when they fall due. CHANGE OF CIRCUMSTANCES At the date of this report, the Directors are not aware of any circumstances, not otherwise dealt with in this report or the financial statements of the Group and of the Company, that would render any amount stated in the financial statements misleading. ITEMS OF AN UNUSUAL NATURE In the opinion of the Directors:(i) the results of the operations of the Group or of the Company during the financial year have not been substantially affected by any item, transaction or event of a material and unusual nature other than the effect arising from the changes in accounting policies as disclosed in Note 48 to the financial statements; and (ii) there has not arisen in the interval between the end of the financial year and the date of this report any item, transaction or event of a material and unusual nature 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. 47 A N N U A L R E P O R T 2 0 0 7 directors’ report OTHER SIGNIFICANT EVENTS (a) Proposed Issuance of Commercial Papers/Medium Term Notes Programme of RM300 Million On 21 June 2006, the Company announced its proposal to undertake an issuance of Commercial Papers (“CP”)/Medium Term Notes (“MTN”) Programme of RM300 Million. The Programme has a tenure of seven (7) years from the date of the first issuance of the CP/MTN. The Company may issue CPs with maturities of one (1), two (2), three (3), six (6), nine (9) or twelve (12) months and/or MTN with maturities of more than one (1) year and up to seven (7) years. The Programme will be unsecured except for the following: (i) Special First Issuance of CP/MTN of nominal value of RM200 million where the said CP/MTN will be secured against a Standby Letter of Credit/Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch; (ii) CPs up to the nominal value of RM100 million where the said CPs will be secured against a Standby Letter of Credit/Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch. The proceeds to be raised will be utilised to refinance existing borrowing of the Company and to meet working capital and/or funding requirements of the Company and its subsidiaries. On 18 September 2006, the Company announced the issuance of RM200 million Commercial Papers out of the RM300 million Commercial Papers/Medium Term Notes Programme. The proceeds from the issuance was used to repay the existing term loan of RM200 million. (b) Completion of Establishment of Investment Bank Subsidiary On 30 June 2006, AIBB, a wholly-owned subsidiary of Alliance Bank obtained a joint approval from Bank Negara Malaysia and the Securities Commission for the proposed rationalisation of the merchant banking business and the stockbroking business of Kuala Lumpur City Securities Sdn. Bhd. ("KLCS") to transform into an Investment Bank. On 8 August 2006, AIBB changed its name from Alliance Merchant Bank Berhad to its present name. On 28 December 2006, the High Court of Malaya at Kuala Lumpur granted a vesting order to vest the business, assets and liabilities of KLCS to AIBB and on 30 December 2006, the business, assets and liabilities of KLCS were vested into AIBB pursuant to the said order of the High Court of Malaya. With the completion of this integration exercise, AIBB had completed its transformation into an Investment Bank in accordance with the Guidelines on Investment Banks issued jointly by Bank Negara Malaysia and Securities Commissions dated 1 July 2005. Subsequent to the vesting of stockbroking business to AIBB, KLCS has become a dormant company and changed its name to KLCS Sdn. Bhd. with effect from 4 January 2007. EVENTS SUBSEQUENT TO BALANCE SHEET DATE Rationalisation of the unit trust management business of Alliance Unit Trust Management Berhad ("AUTM") and the asset management business of Alliance Capital Asset Management Sdn. Bhd. ("ACAM") ("Rationalisation Exercise") Pursuant to a Vesting Order granted by the High Court of Malaya at Kuala Lumpur on 28 March 2007, the asset management business of ACAM, a 70% subsidiary of Alliance Investment Bank Berhad, was vested to AUTM, a 70% subsidiary of Alliance Bank Malaysia Berhad, on 2 April 2007. 48 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) directors’ report EVENTS SUBSEQUENT TO BALANCE SHEET DATE (cont’d) On 4 April 2007, AUTM changed its name to Alliance Investment Management Berhad and on 7 June 2007, ACAM was placed under Members' Voluntary Winding Up pursuant to Section 254 of the Companies Act, 1965. Expiry of Warrants The 2002/2007 Warrants of the Company had expired on 8 June 2007. The issued and paid up share capital of the Company has increased to RM1,548,105,929 comprising 1,548,105,929 ordinary shares of RM1.00 each fully paid. There were 2,013,228 warrants not exercised by the expiry date and have accordingly lapsed. 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 dated 12 June 2007. Datuk Oh Chong Peng Dato' Thomas Mun Lung Lee Kuala Lumpur, Malaysia 12 June 2007 49 A N N U A L R E P O R T 2 0 0 7 statement by directors Pursuant to Section 169(15) of the Companies Act, 1965 We, Datuk Oh Chong Peng and Dato' Thomas Mun Lung Lee, being two of the Directors of Malaysian Plantations Berhad, do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on pages 52 to 152 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia as modified by Bank Negara Malaysia Guidelines so as to give a true and fair view of the financial position of the Group and of the Company as at 31 March 2007 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 dated 12 June 2007. Datuk Oh Chong Peng Dato' Thomas Mun Lung Lee Kuala Lumpur, Malaysia 12 June 2007 statutory declaration Pursuant to Section 169(16) of the Companies Act, 1965 I, Poh Khang Mei, being the officer primarily responsible for the financial management of Malaysian Plantations Berhad, do solemnly and sincerely declare that the accompanying financial statements set out on pages 52 to 152 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 Poh Khang Mei at Kuala Lumpur in the Federal Territory on 12 June 2007 Before me, T. Thandonee Rajagopal Commissioner for Oaths Kuala Lumpur, Malaysia 12 June 2007 50 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) report of the auditors to the members of Malaysian Plantations Berhad (Incorporated in Malaysia) We have audited the financial statements set out on pages 52 to 152. 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 Financial Reporting Standards in Malaysia as modified by Bank Negara Malaysia Guidelines 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 2007 and of the results and the cash flows of the Group and of the Company for the year then ended; and (ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements; and (b) the accounting and other records and the registers required by the Act to be kept by the Company and by its subsidiaries have been properly kept in accordance with the provisions of the Act. 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 Gloria Goh Ewe Gim No.1685/04/09(J) Partner Kuala Lumpur, Malaysia 12 June 2007 51 A N N U A L R E P O R T 2 0 0 7 balance sheets as at 31 March 2007 Group Note 2007 RM'000 2006 RM'000 Company 2007 2006 RM'000 RM'000 ASSETS Cash and short-term funds Deposits and placements with financial institutions Securities held-for-trading Securities available-for-sale Securities held-to-maturity Loans, advances and financing Balances due from clients and brokers Land held for property development Other assets Dividend receivable Tax recoverable Statutory deposits Investment in subsidiaries Property, plant and equipment Intangible assets Deferred tax assets TOTAL ASSETS 52 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 3 4 5 6 7 8 9 10 11 12 13 14 15 16 4,144,057 2,597,459 4,762 248 2,435,257 1,134,284 66,400 28,350 14,978 299,333 – – 2,052,983 1,046,795 – – 2,430,081 3,149,350 – – 13,310,628 13,549,622 – – 521,067 251,596 – – 28,922 28,922 – – 250,309 169,269 46,395 1,538,550 – – 7,300 – 38,380 62,750 1,713 961 581,955 749,895 – – – – 1,529,142 49,283 139,529 114,562 657 310 330,840 309,366 – – 120,303 117,994 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 26,399,289 23,581,197 1,656,369 1,617,702 ============================================================= balance sheets as at 31 March 2007 Group Company 2007 2006 RM'000 RM'000 2007 RM'000 2006 RM'000 17 19,111,063 17,666,221 – – 18 482,358 771,006 – – Note LIABILITIES AND EQUITY Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Recourse obligations on loans sold to Cagamas Bills and acceptances payable Balances due to clients and brokers Other liabilities Subordinated bonds Short/Long term borrowing Provision for taxation Deferred tax liabilities 19 20 21 22 23 24 16 TOTAL LIABILITIES Share capital Share premium Statutory reserve Capital reserves Revaluation reserves Accumulated losses 25 26 27 28 EQUITY ATTRIBUTABLE TO EQUITY HOLDERS Minority interests TOTAL LIABILITIES AND EQUITY COMMITMENTS AND CONTINGENCIES 40 2,010,098 1,157,226 – – 313,578 444,115 – – 481,271 200,608 – – 378,440 169,854 – – 865,939 680,782 2,425 20,434 600,000 535,000 – – 200,000 200,000 200,000 200,000 1,191 1 1,191 – 7,818 9,053 186 1,283 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 24,451,756 21,833,866 203,802 221,717 ============================================================= 1,217,670 1,167,978 1,217,670 1,167,978 491,238 480,803 491,238 480,803 268,125 238,107 – – 7,013 16,138 – – 12,905 12,959 – – (54,229) (173,680) (256,341) (252,796) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,942,722 1,742,305 1,452,567 1,395,985 4,811 5,026 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 26,399,289 23,581,197 1,656,369 1,617,702 ============================================================= 7,973,462 7,509,093 – – ============================================================= The accompanying notes form an integral part of the financial statements. 53 A N N U A L R E P O R T 2 0 0 7 income statements for the year ended 31 March 2007 Group Note Operating revenue 29 Interest income Interest expense 30 31 Net interest income/(expense) Net income from Islamic banking business 51 Other operating income 32 Net income Other operating expenses 33 Operating profit/(loss) Allowance for losses on loans, advances and financing Impairment loss net of write-back 34 35 Profit/(loss) before taxation Taxation and zakat 36 Profit/(loss) for the year Attributable to: Equity holders of the Company Minority interests 2007 RM'000 Earnings/(loss) per share (sen): Basic Diluted 37(a) 37(b) Net dividends per ordinary share in respect of the year (sen): 1,461,094 1,283,254 11,293 11,067 ============================================================= 1,122,096 1,015,793 1,293 1,047 (549,538) (525,713) (9,880) (3,397) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 572,558 490,080 (8,587) (2,350) 135,035 76,757 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 707,593 566,837 (8,587) (2,350) 216,123 201,576 10,314 10,012 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 923,716 768,413 1,727 7,662 (493,488) (437,077) (3,222) (2,288) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 430,228 331,336 (1,495) 5,374 (289,619) (598,077) – – 10,203 (16,378) – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 150,812 (283,119) (1,495) 5,374 (43,449) 81,695 (2,050) (2,383) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 107,363 (201,424) (3,545) 2,991 ============================================================= 38 9.1 (17.3) 7.9 (17.3) ==== ============================= – 0.72 – 0.72 ============================================================= The accompanying notes form an integral part of the financial statements. 54 P L A N T A T I O N S B E R H A D Company 2007 2006 RM'000 RM'000 107,258 (201,810) (3,545) 2,991 105 386 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 107,363 (201,424) (3,545) 2,991 ============================================================= Profit/(loss) for the year M A L A Y S I A N 2006 RM'000 ( 6 6 2 7 - X ) consolidated statement o f c h a n g e s i n e q u i t y for the year ended 31 March 2007 Attributable to Equity Holders of the Company Non-Distributable GROUP Note At 1 April 2005 Net loss for the year Issue of shares Exercise of warrants 25 Unrealised net loss on revaluation of securities available-for-sale Dividend paid 38 At 31 March 2006 At 1 April 2006 - as previously stated - effects of adopting FRS 3 At 1 April 2006, as restated Net profit for the year Exercise of warrants 25 Unrealised net loss on revaluation of securities available-for-sale Transfer to statutory reserve Dividend paid 38 At 31 March 2007 Share Capital RM'000 Share Premium RM'000 Statutory Reserve RM'000 Capital Reserves RM'000 Revaluation Reserves RM'000 Accumulated losses RM'000 Total Shareholders' Equity RM'000 1,162,592 – – 479,672 – – 238,107 – – 16,138 – – 21,705 – – 36,533 (201,810) – 1,954,747 (201,810) – 5,386 1,131 – – – – 6,517 Minority Interests RM'000 Total Equity RM'000 3,524 1,958,271 386 (201,424) 1,200 1,200 – 6,517 – – – – (8,746) – (8,746) – (8,746) – – – – – (8,403) (8,403) (84) (8,487) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,167,978 480,803 238,107 16,138 12,959 (173,680) 1,742,305 5,026 1,747,331 =================================================================================================================== 1,167,978 480,803 238,107 16,138 12,959 (173,680) 1,742,305 5,026 1,747,331 – – – (9,125) – 42,211 33,086 – 33,086 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,167,978 480,803 238,107 7,013 12,959 (131,469) 1,775,391 5,026 1,780,417 – – – – – 107,258 107,258 105 107,363 49,692 10,435 – – – – 60,127 – 60,127 – – – – (54) – (54) – (54) – – 30,018 – – (30,018) – – – – – – – – – – (320) (320) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,217,670 491,238 268,125 7,013 12,905 (54,229) 1,942,722 4,811 1,947,533 =================================================================================================================== 55 A N N U A L R E P O R T 2 0 0 7 statement of changes in equity for the year ended 31 March 2007 COMPANY Note At 1 April 2005 Exercise of warrants Net profit for the year Dividend paid 25 38 At 31 March 2006 At 1 April 2006 Exercise of warrants Net loss for the year 25 At 31 March 2007 Share Capital RM'000 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Accumulated Losses RM'000 Total RM'000 1,162,592 479,672 (247,384) 1,394,880 5,386 1,131 – 6,517 – – 2,991 2,991 – – (8,403) (8,403) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,167,978 480,803 (252,796) 1,395,985 ============================================================= 1,167,978 480,803 (252,796) 1,395,985 49,692 10,435 – 60,127 – – (3,545) (3,545) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,217,670 491,238 (256,341) 1,452,567 ============================================================= The accompanying notes form an integral part of the financial statements. 56 NonDistributable Share Premium RM'000 consolidated cash flow statement for the year ended 31 March 2007 2007 RM'000 2006 RM'000 150,812 (283,119) CASH FLOWS FROM OPERATING ACTIVITIES Profit/(loss) before taxation Adjustments for: Accretion of discount less amortisation of premium of securities held-to-maturity Depreciation of property, plant and equipment Dividends from securities held-to-maturity Dividends from securities available-for-sale Gain from investment in Staple Bonds Gain on disposal of property, plant and equipment Gain on disposal of foreclosed properties Net (gain)/loss from sale of securities held-to-maturity Net gain from sale of securities held-for-trading Net gain from sale of securities available-for-sale Unrealised gain/(loss) on revaluation of securities held-for-trading Interest expense on subordinated bonds Interest expense on borrowing Interest income from securities held-to-maturity Interest income from securities available-for-sale Allowance for bad and doubtful debts (net of recoveries) Allowance for commitments and contingencies Impairment loss net of write-back of securities available-for-sale Impairment loss net of write-back of securities held-to-maturity Amortisation of goodwill Amortisation of subordinated bond issue expenses and discount Amortisation of intangible assets Profit Equalisation Reserve Impairment loss on development property Property, plant and equipment written off Write off of intangible assets Operating profit before working capital changes carried forward (63,824) (45,771) 18,029 22,173 (2,465) (3,426) (11) (517) (1,754) (1,794) (4,975) (3,319) (266) (340) (1,098) 868 (2,382) (11,540) (11,886) (1,273) 1,575 (976) 40,235 41,462 9,880 3,397 (59,859) (58,804) (44,346) (33,222) 451,195 616,508 2,149 767 (4,826) (1,050) (5,377) 17,428 – 17,515 – 24,566 14,309 14,016 (5,778) 11,188 – 384 6 12 – 3 –––––––––––––––––––––––– 479,343 325,136 57 A N N U A L R E P O R T 2 0 0 7 consolidated cash flow statement for the year ended 31 March 2007 Operating profit before working capital changes brought forward Changes in working capital: Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Bills and acceptances payable Balance due from clients and brokers Other liabilities Provision for bad and doubtful debts Securities held-for-trading Loans, advances and financing Other assets Statutory deposits with Bank Negara Malaysia Recourse obligations on loans sold to Cagamas Cash generated from operations Taxes paid Net cash generated from operating activities 2007 RM'000 2006 RM'000 479,343 325,136 1,444,842 749,291 (288,649) 8,738 852,872 (65,606) 280,663 (383,591) (60,886) 69,954 188,763 (116,075) 1,211 – 285,162 352,248 (212,201) 478,100 (90,759) 19,594 167,940 (140,375) (130,537) (90,778) –––––––––––––––––––––––– 2,917,764 1,206,636 (11,867) (24,730) –––––––––––––––––––––––– 2,905,897 1,181,906 –––––––––––––––––––––––– CASH FLOWS FROM INVESTING ACTIVITIES Dividends received from securities held-to-maturity Dividends received from securities available-for-sale Interest received from securities held-to-maturity Interest received from securities available-for-sale Purchase of property, plant and equipment Purchase of intangible assets Proceeds from disposal of property, plant and equipment Proceeds from disposal of intangible assets Purchase of securities held-to-maturity, net of sale proceeds Purchase of securities available-for-sale, net of sale proceeds Net cash used in investing activities 58 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 2,205 2,831 11 517 59,859 58,804 44,346 33,222 (49,694) (16,648) (2,698) (8,915) 11,689 15,000 1 545 796,148 (546,412) (994,885) 116,347 –––––––––––––––––––––––– (133,018) (344,709) –––––––––––––––––––––––– consolidated cash flow statement for the year ended 31 March 2007 2007 RM'000 2006 RM'000 CASH FLOWS FROM FINANCING ACTIVITIES Drawdown of short/long term borrowing Repayment of long term borrowing Redemptions of subordinated bonds Proceeds from issuance of subordinated bonds Proceeds from exercise of warrants Interest paid on subordinated bonds Interest paid on long term borrowing Dividends paid to shareholders of the Company Dividends paid to minority interests Additional shares subscribed by minority interests Net cash generated from financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 200,000 200,000 (200,000) – (535,000) – 600,000 – 60,127 6,517 (40,235) (41,462) (9,880) (3,397) – (8,403) (320) (86) – 1,200 –––––––––––––––––––––––– 74,692 154,369 –––––––––––––––––––––––– 2,847,571 991,566 3,731,743 2,740,177 –––––––––––––––––––––––– 6,579,314 3,731,743 ============================ Cash and cash equivalents comprise the following: Cash and short-term funds Deposits and placements with financial institutions 4,144,057 2,597,459 2,435,257 1,134,284 –––––––––––––––––––––––– 6,579,314 3,731,743 ============================ The accompanying notes form an integral part of the financial statements. 59 A N N U A L R E P O R T 2 0 0 7 cash flow statement for the year ended 31 March 2007 2007 RM'000 2006 RM'000 CASH FLOWS FROM OPERATING ACTIVITIES (Loss)/profit before taxation (1,495) Adjustments for: Depreciation of property, plant and equipment Property, plant and equipment written off Interest income Interest expense Return on capital from investment in subsidiaries (Writeback of)/impairment loss on investment in subsidiaries Allowance for doubtful debts due from a subsidiary Gross dividend Operating loss before working capital changes Changes in working capital:Receivables Payables Subsidiaries Cash used in operations Taxes (paid)/refunded Net cash used in operating activities 5,374 112 108 2 13 (1,293) (1,047) 9,880 3,397 (6) – (308) 8 12 – (10,000) (10,020) –––––––––––––––––––––––– (3,096) (2,167) (4,389) (93) (5) 166 (1,022) (199,774) –––––––––––––––––––––––– (8,512) (201,868) (9) 329 –––––––––––––––––––––––– (8,521) (201,539) –––––––––––––––––––––––– CASH FLOWS FROM INVESTING ACTIVITIES Purchase of property, plant and equipment Interest received Return on capital from investment in subsidiaries Net dividend received Net cash generated from investing activities (461) (198) 1,293 1,047 6 – – 7,214 –––––––––––––––––––––––– 838 8,063 –––––––––––––––––––––––– CASH FLOWS FROM FINANCING ACTIVITIES Drawdown of short/long term borrowing Repayment of long term borrowing Proceeds from exercise of warrants Dividends paid Interest paid Net cash generated from financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR 200,000 200,000 (200,000) – 60,127 6,517 – (8,403) (9,880) (3,397) –––––––––––––––––––––––– 50,247 194,717 –––––––––––––––––––––––– 42,564 1,241 28,598 27,357 –––––––––––––––––––––––– 71,162 28,598 ============================ Cash and cash equivalents comprise the following: Cash and short-term funds Deposits and placements with financial institutions The accompanying notes form an integral part of the financial statements. 60 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 4,762 248 66,400 28,350 –––––––––––––––––––––––– 71,162 28,598 ============================ notes to the financial statements - 31 March 2007 1. CORPORATE INFORMATION 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. The registered office of the Company is located at 3rd Floor, Menara Multi-Purpose, Capital Square, No. 8, Jalan Munshi Abdullah, 50100 Kuala Lumpur, Malaysia. The principal activities of the Company are investment holding and provision of management services to the subsidiaries. The principal activities of the subsidiaries are commercial banking and financing, investment banking, Islamic banking, provision of stockbroking services, unit trusts and fund management, and the provision of related financial services. There have been no significant changes in the nature of the principal activities during the financial year. The financial statements are expressed in Ringgit Malaysia. The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the Directors on 12 June 2007. 2. SIGNIFICANT ACCOUNTING POLICIES The accounting policies adopted by the Company and the Group are consistent with those adopted in the previous financial year except for the adoption of the following: On 1 April 2006, the Company and the Group adopted the following new and revised Financial Reporting Standards ("FRS") which are mandatory for financial periods beginning on or after 1 January 2006. FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS FRS 2 3 5 101 108 110 116 121 127 128 132 133 136 138 140 Share-based Payment Business Combinations Non-current Assets Held for Sale and Discontinued Operations Presentation of Financial Statements Accounting Policies, Changes in Accounting Estimates and Errors Events after the Balance Sheet Date Property, Plant and Equipment The Effects of Changes in Foreign Exchange Rates Consolidated and Separate Financial Statements Investments in Associates Financial Instruments: Disclosure and Presentation Earnings Per Share Impairment of Assets Intangible Assets Investment Property FRS 102 Inventories and FRS 131 Interest in Joint Ventures are not applicable to the Company and the Group. The MASB has also issued the following FRSs, amendments to FRSs and interpretations that are effective for financial period beginning subsequent to 1 January 2006, and that have not been applied in preparing these financial statements: 61 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) Standard/Interpretation FRS 117 Leases FRS 124 Related Party Disclosures FRS 139 Financial Instruments: Recognition and Measurement Amendment to FRS 119 2004 Employee Benefits - Actuarial Gains and Losses, Group Plans and Disclosures FRS 6 Exploration for and Evaluation of Mineral Resources Amendment to FRS 121 The Effects of Changes in Foreign Exchange Rates - Net Investment in a Foreign Operation IC Interpretation 1 Changes in Existing Decommissioning, Restoration and Similar Liabilities IC Interpretation 2 Members' Share in Co-operative Entities and Similar Instruments IC Interpretation 5 Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds IC Interpretation 6 Liabilities arising from Participating in a Specific Market Waste Electrical and Electronic Equipment IC Interpretation 7 Applying the Restatement Approach under FRS 129 2004 Financial Reporting in Hyperinflationary Economies IC Interpretation 8 Scope of FRS 2 Effective Date 1 October 2006 1 October 2006 To be announced 1 January 2007 1 January 2007 1 July 2007 1 July 2007 1 July 2007 1 July 2007 1 July 2007 1 July 2007 1 July 2007 The Company and the Group plan to apply FRS 117, Leases and FRS 124, Related Party Disclosures and the Amendment to FRS 119 2004, Employee Benefits: Actuarial Gains and Losses, Group Plans and Disclosures for the financial period beginning 1 April 2007 and to apply the rest of the above-mentioned FRSs (except for FRS 6 and FRS 139 as explained below) and Interpretations for the financial period beginning 1 April 2008. The adoption of the revised FRS 117, FRS 124 and Amendment to FRS 119 2004 will not result in significant changes in accounting policies of the Company and the Group except for the format and extent of disclosures presented in the financial statements. The MASB has issued FRS 139, Financial Instruments: Recognition and Measurement but the MASB has yet to announce the effective date of this standard. The Company and the Group has not adopted FRS 139 and by virtue of the exemption in paragraph 103AB of FRS 139, the impact of applying FRS 139 on its financial statements upon first adoption of this standard as required by paragraph 30(b) of FRS 108 Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed. On 15 August 2006, the MASB issued FRS 6, Exploration for and Evaluation of Mineral Resources which will be effective for annual periods beginning on or after 1 January 2007 and for which is not applicable to the Company and the Group. Hence, no further disclosure is warranted. The initial application of the other standards and interpretations are not expected to have any material impact on the financial statements. The adoption of FRS 2, 5, 108, 110, 121, 127, 128, 132, 133 and 140, other than FRS 3, 101, 116, 136 and 138, does not have any significant financial impact on the Company and the Group. The principal effects of the changes in accounting policies resulting from the adoption of FRS 3, 101, 116, 136 and 138 are disclosed in Note 48. 62 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (a) Basis of Preparation The financial statements of the Company and of the Group have also been prepared on a historical basis, except the following assets which are stated at fair value: securities held-for-trading and securities available-for-sale. The financial statements of the Company and of the Group comply with the provision of the Companies Act, 1965 and applicable Financial Reporting Standards in Malaysia as modified by Bank Negara Malaysia Guidelines. The financial statements incorporate all activities relating to the Islamic banking business which have been undertaken by the Group. Islamic banking business refers generally to the acceptance of deposits and granting of financing under the Syariah principles. The financial statements are presented in Ringgit Malaysia (RM) and all values are rounded to the nearest thousand (RM'000), unless otherwise stated. In the preparation of the financial statements, management has been required to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amount of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an on going basis. Revisions to accounting estimates are recognised in the financial statements in the period in which the estimate is revised and in any future periods affected. In particular, information about significant areas of estimation uncertainty and critical judgements in applying accounting policies that have the most significant effect on the amount recognised in the financial statements are described in the following notes: (i) Annual testing for impairment of goodwill (Note 15) - the measurement of the recoverables amount of cashgenerating units are determined based on the value-in-use method, which requires the use of estimates for cash flow projections approved by management covering a 5-year period, estimates growth rates for cash flows beyond the fifth year extrapolated in perpetuity and discount rates applied to the cash flow projections. (ii) Fair value estimation for securities held-for-trading (Note 5) and securities available-for-sale (Note 6) - the fair value of securities that are not traded in active market are determined using valuation techniques based on assumptions of market conditions existing at the balance date, including reference to quoted market prices and independent dealer quotes for similar securities and discounted cash flows method. (iii) Deferred tax assets (Note 16) - deferred tax assets are recognised for all unutilised tax losses to extent that it is probable that taxable profit will be available against which the tax losses can be utilised. Significant management judgement is required to determine the amount of deferred tax assets that can be recognised, based upon the likely timing and level of future taxable profits together with future tax planning strategies. (b) Subsidiaries and Basis of Consolidation (i) Subsidiaries Subsidiaries are entities over which the Group has the ability to control the financial and operating policies so as to obtain benefits from their activities. The existence and effect of potential voting rights that are currently exercisable or convertible are considered when assessing whether the Group has such power over another entity. In the Company's separate financial statements, investments in subsidiaries are stated at cost less impairment losses. The policy for recognition and measurement of impairment losses is in accordance with Note 2(k)(iv). On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in income statement. A N N U A L R E P O R T 63 2 0 0 7 notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (b) Subsidiaries and Basis of Consolidation (cont’d) (ii) Basis of Consolidation The consolidated financial statements comprise the financial statements of the Company and its subsidiaries as at the balance sheet date. The financial statements of the subsidiaries are prepared for the same reporting date as the Company. Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and continue to be consolidated until the date that such control ceases. In preparing the consolidated financial statements, intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies are adopted in the consolidated financial statements for like transactions and events in similar circumstances. Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs directly attributable to the acquisition. Any excess of the cost of the acquisition over the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities represent goodwill. Any excess of the Group's interest in the net fair value of the identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in the income statement. Minority interest represent the portion of profit or loss and net assets in subsidiaries not held by the Group. It is measured at the minorities' share of the fair value of the subsidiaries' identifiable assets and liabilities at the acquisition date and the minorities' share of changes in the subsidiaries' entity since then. (c) Associates Associates are entities in which the Group has significant influence and that is neither a subsidiary nor an interest in a joint venture. Significant influence is the power to participate in the financial and operating policy decisions of the investee but not in control or joint control over those policies. Investments in associates are accounted for in the consolidated financial statements using the equity method of accounting. Under the equity method, the investment in associate is carried in the consolidated balance sheet at cost adjusted for post-acquisition changes in the Group's share of net assets of the associate. The Group's share of the net profit or loss of the associate is recognised in the consolidated income statement. Where there has been a change recognised directly in the equity of the associate, the Group recognises its share of such changes. In applying the equity method, unrealised gains and losses on transactions between the Group and the associate are eliminated to the extent of the Group's interest in the associate. After application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss with respect to the Group’s net investment in the associate. The associate is equity accounted for from the date the Group obtains significant influence until the date the Group ceases to have significant influence over the associate. 64 M A L A Y S I A N Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. Any excess of the Group's share of the net fair value of the associate's identifiable assets, liabilities and contingent liabilities over the cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the determination of the Group's share of the associate's profit or loss in the period in which the investment is acquired. P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (c) Associates (cont’d) When the Group's share of losses in an associate equals or exceeds its interest in the associate, including any long term interests that, in substance, form part of the Group's net investment in the associate, the Group does not recognise further losses, unless it has incurred obligations or made payments on behalf of the associate. The most recent available audited financial statements of the associates are used by the Group in applying the equity method. Where the dates of the audited financial statements used are not coterminous with those of the Group, the share of results is arrived at from the last audited financial statements available and management financial statements to the end of the accounting period. Uniform accounting policies are adopted for like transactions and events in similar circumstances. On disposal of such investments, the difference between net disposal proceeds and their carrying amount is included in the income statment. (d) Intangible Assets (i) Goodwill Goodwill is measured at cost less accumulated impairment losses, if any. Goodwill is no longer amortised. Instead it is allocated to cash-generating units which are expected to benefit from the synergies of the business combination. Each cash-generating unit represents the lowest level at which the goodwill is amortised and is not larger than a reportable business segment. The carrying amount of goodwill is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to the entity sold. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(k)(iii). Negative goodwill represents the excess of the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities acquired over the cost of the acquisition of the subsidiary company, is recognised immediately in the income statement. (ii) Computer Software Acquired computer software licences are capitalised on the basis of the costs incurred to acquire and bring to use the specific software. The costs are amortised over their useful lives which is five years and are stated at cost less accumulated amortisation and accumulated losses, if any. Computer software is assessed for impairment whenever there is an indication that it may be impaired. The amortisation period and amortisation method are reviewed at least at each balance sheet date. The policy for the recognition and measurement of impairment losses is in accordance with 2(k)(iii). Costs associated with developing or maintaining computer software programmes are recognised as an expenses as incurred. Costs that are directly associated with production of identifiable and unique software products controlled by the Group, and that will probably generate economic benefits exceeding costs beyond one year, are recognised as intangible assets. Direct costs include software development employee costs and appropriate portion of relevant overhead. 65 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (e) Allowance for Bad and Doubtful Debts and Financing Loans, advances and financing are stated at cost less any allowance for bad and doubtful debts and financing. Specific allowance for bad and doubtful debts and financing are made with regard to specific risks and relate to those loans or trade receivables that have been individually reviewed and specifically identified as sub-standard, doubtful or bad. A general allowance based on a percentage of total outstanding loans (including unearned interest), net of specific allowance for bad and doubtful debts, is maintained by the Group against risks which are not identified. An uncollectible loan or portion of a loan classified as bad is written off after taking into consideration the realisable value of collateral, if any, when in the judgement of the management, there is no prospect of recovery. Values assigned to collateral held for non-performing loans secured by properties is determined based on the realisable values of the properties, being the forced sale value provided by independent parties/valuers, on the following basis: (i) assigning only fifty percent (50%) of the realisable value of the properties held as collateral for non-performing loans which are in arrears for more than five (5) years but less than seven (7) years; and (ii) no value assigned to the realisable value of the properties held as collateral for non-performing loans which are in arrears for more than seven (7) years. The allowance for bad and doubtful debts and financing are computed in conformity with BNM/GP3. Consistent with previous years, the Group has adopted a more stringent classification policy on non-performing loans, whereby loans are classified as non-performing and sub-standard when repayments are in arrears for more than three (3) months from the first day of the default or after maturity date. During the year, the Group adopted a more stringent basis for specific allowances on non-performing loans by making a 100% specific allowance on non-performing loans which are more than 3 months-in-arrears. Previously, specific allowance was only made at 20% when a non-performing loan was in arrears of 6 months, 50% for nonperforming loan in arrears of 9 months and 100% for non-performing loan in arrears of 12 months and above. The change in the allowance estimate has resulted an additional specific allowance for bad and doubtful debts and financing of RM93,500,000 in the current year. (f) Provisions for Liabilities Provisions for liabilities are recognised when the Company and the Group have 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 are discounted using a current pre-tax rate that reflects, where appropriate, the risks specific to the liability. Where discounting is used, the increase in the provision due to the passage of time is recognised as finance cost. 66 M A L A Y S I A N Provisions for restructuring costs are recognised when the Company and the Group have a detailed formal plan for the restructuring which has been notified to the affected parties. P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (g) Repurchase Agreements Securities purchased under resale agreements are securities which the Group have purchased with a commitment to resell at future dates. The commitment to resell the securities is reflected as an asset on the balance sheet. Conversely, obligations on securities sold under repurchase agreements are securities which the Group have sold from their portfolio, with a commitment to repurchase at future dates. Such financing transactions and the obligations to repurchase the securities are reflected as a liability on the balance sheet. (h) Securities The holdings of securities portfolio of the Group are recognised based on the following categories and consequently their valuation methods: (i) Securities held-for-trading Securities are classified as held-for-trading if they are acquired principally for the purpose of selling or repurchasing in the near term. Securities held-for-trading are stated at fair value and any gain or loss arising from a change in their fair values and the derecognition of securities held-for-trading are recognised in the income statement. (ii) Securities held-to-maturity Securities held-to-maturity are financial assets with fixed or determinable payments and fixed maturity that the Group have the positive intent and ability to hold to maturity. Unquoted shares in organisations set up for socioeconomic purposes and equity instruments received as a result of loan restructuring or loan conversion which do not have a quoted market price in an active market and whose fair value cannot be reliably measured are also classified as securities held-to-maturity. The securities held-to-maturity are measured at accreted/amortised cost based on the effective yield method. Amortisation of premium, accretion of discount and impairment as well as gain or loss arising from derecognition of securities held-to-maturity are recognised in the income statement. Any sale or reclassification of a significant amount if securities held-to-maturity not close to their maturity would result in the reclassification of all securities held-to-maturity to securities available-for-sale, and prevent the Group from classifying the similar class of securities as securities held-to-maturity for the current and following two (2) financial years. (iii) Securities available-for-sale Securities available-for-sale are financial assets that are not classified as held-for-trading or held-to-maturity. The securities available-for-sale are measured at fair value or at amortised cost (less impairment losses) if the fair value cannot be reliably measured. Any gain or loss arising from a change in fair value are recognised directly in equity through the statement of changes in equity, until the financial asset is sold, collected, disposed of or impaired, at which time the cumulative gain or loss previously recognised in equity will be transferred to the income statement. 67 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (i) Investments in Subsidiaries and Associates The Company’s investments in subsidiaries and associates are stated at cost less impairment losses. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(k)(iv). On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is recognised in the income statement. (j) Property, Plant and Equipment and Depreciation All items of property, plant and equipment are initially recorded at cost. Subsequently costs are included in the asset's carrying amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefits associated with the item will flow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced part is derecognised. All other repairs and maintenance are charged to the income statement during the financial period in which they are incurred. When significant parts of an item of property and equipment have different useful lives, they are accounted for as separate items (major components) of property and equipment. Subsequent to intial recognition, property, plant and equipment except for freehold land are stated at cost less accumulated depreciation and any accumulated impairment losses, if any. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(k)(iv). Freehold land has an unlimited useful life and therefore is not depreciated. Leasehold land is stated at cost and amortised over the periods of the leases ranging from 50 to 99 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 rate: Long term leasehold land Buildings on freehold and leasehold land Renovations Office equipment, furniture and fittings Computer equipment and software Motor vehicles 10% 10% 20% 10% - 2% 2% 20% 20% 25% 20% The residual values, useful life and depreciation method are reviewed at each financial year end to ensure that the amount, method and period of depreciation are consistent with previous estimates and expected pattern of consumption of the future economic benefits embodied in the items of property, plant and equipment. An item of property, plant and equipment is derecognised upon disposal or when no future economic benefits are expected from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised in the income statement. 68 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (k) Impairment of Assets The carrying amount of the Group's assets, except for deferred tax assets and financial assets (other than securities held-to-maturity and available-for-sale) are reviewed at each balance sheet date to determine whether there are any indications of impairment. Of any such indications exist, the asset's recoverable amount is estimated to determine the amount of impairment loss. The policy of the impairment of assets are summarised as follows: (i) Securities Held-to-Maturity For securities carried at amortised cost in which there are objective evidence of impairment, impairment loss is measured as the difference between the securities' carrying amount and the present value of the estimated future cash flows discounted at the securities' original effective interest rate. The amount of the impairment loss is recognised in the income statement. Subsequent reversals in the impairment loss is recognised when the decrease can be objectively related to an event occurring after the impairment was recognised, to the extent that the securities' carrying amount does not exceed its amortised cost if no impairment had been recognised. The reversal is recognised in the income statement. For securities carried at cost, impairment loss is measured as the difference between the securities' carrying amount and the present value of estimated future cash flows discounted at the current market rate of return for similar securities. The amount of impairment loss is recognised in the income statement and such impairment losses are not reversed subsequent to its recognition. (ii) Securities Available-for-Sale For securities available-for-sale in which there are objective evidence of impairment, the cumulative impairment loss that had been recognised directly in equity shall be transferred from equity to the income statement, even though the securities have not been derecognised. The cumulative impairment loss is measured as the difference between the acquisition cost (net of any principal repayment and amortisation) and the current fair value, less any impairment loss previously recognised in the income statement. Impairment losses on investment in equity instruments classified as available-for-sale recognised are not reversed subsequent to its recognition. Reversals of impairment losses on debt instruments classified as available-for-sale are recognised in the income statement if the increase in fair value can be objectively related to an event occuring after the recognition of the impairment loss in the income statement. (iii) Goodwill/Intangible Assets Goodwill and intangible assets that have an indefinite useful life are tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. For impairment testing, goodwill from business combinations or the intangible assets is allocated to cash-generating units ("CGU") which are expected to benefit from the synergies of the business combination or intangible asset. The recoverable amount is determined for each CGU based on its value in use. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. An impairment loss is recognised in the income statement when the carrying amount of the CGU, including the goodwill or intangible asset, exceeds the recoverable amount of the CGU. The total impairment loss is allocated, first, to reduce the carrying amount of goodwill or intangible assets allocated to the CGU and then to the other assets of the CGU on a pro-rate basis. 69 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (k) Impairment of Assets (cont’d) (iii) Goodwill/Intangible Assets (cont’d) An impairment loss on goodwill is not reversed in subsequent periods. An impairment loss for intangible assets is reversed if and only if there has been a change in the estimates used to determine the intangible asset's recoverable amount since the last impairment loss was recognised and such reversal is through the income statement to the extent that the intangible asset's carrying amount does not exceed the carrying amount that would have been determined, net of amortisation, if no impairment loss had been recognised. (iv) Other Assets Other assets such as property, plant and equipment, foreclosed properties and investment in subsidiary companies and associate company are reviewed for objective indications of impairment at each balance sheet date or whenever there is any indication that these assets may be impaired. When such indications exist, impairment loss is determined as the excess of the asset's carrying value over its recoverable amount (greater of value in use or fair value less costs to sell) and is recognised in the income statement. The carrying amount is increased to its revised recoverable amount, provided that the amount does not exceed the carrying amount that would have been determined (net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. (l) 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 Company’s incremental borrowing rate is used. 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 in accordance with that for depreciable property, plant and equipment as described in Note 2(j). (ii) 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. (m) Bills and Acceptances Payable 70 M A L A Y S I A N Bills and acceptances payable represent the Group's own bills and acceptances rediscounted and outstanding in the market. P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (n) Forward Exchange Contracts Unmatured forward exchange contracts are valued at forward rates as at the balance sheet date, applicable to their respective dates of maturity, and unrealised losses and gains are recognised in the income statement in the period in which they arise. (o) Financial Instruments Financial instruments are recognised in the balance sheet when the Group has become 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 and 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 charged directly to 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. The accounting policies for financial instruments recognised on the balance sheet are disclosed in the individual policy statements associated with each item. (i) 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. When issued shares of the Company are repurchased, the consideration paid, including any attributable transaction costs is presented as a change in equity. Repurchased shares that have not been cancelled are classified as treasury shares and presented as a deduction from equity. No gain or loss is recognised in the income statement on the sale, re-issuance or cancellation of treasury shares. When treasury shares are reissued by resale, the difference between the sales consideration and the carrying amount of the treasury shares is shown as a movement in equity. (ii) Subordinated Bonds The interest-bearing subordinated bonds are recognised as liability and are recorded at face value. Interest expenses are accrued based on the effective interest rate method. (iii) Interest-bearing Borrowings Interest-bearing bank borrowings are recorded at the amount of proceeds received. All the borrowing costs are recognised as expenses in the income statement in the period in which they are incurred. (iv) Twelve (12) months Commercial Papers The twelve (12) months Commercial papers are recognised as current liability and recorded at face value. Interest and issue expenses are amortised on a straight line over the tenure of the papers. 71 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (o) Financial Instruments (cont’d) (v) Other Assets 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. (vi) Liabilities Deposits from customers, deposits and placements of banks and other financial institutions are stated at placement values. Other liabilities are stated at cost which is the fair value of the consideration to be paid in the future for goods and services received. (vii) Balances Due From Clients and Brokers In accordance with the Rules of Bursa Malaysia Securities Berhad, clients' accounts for the Group are classified as non-performing (doubtful or bad) under the following circumstances: Criteria for classification as non-performing Doubtful Bad Types Contra losses When account remains outstanding for 16 to 30 calendar days from the date of contra transaction. When the account remains outstanding for more than 30 calendar days from the date of contra transaction. Overdue purchase contracts When the account remains outstanding from T+5 market days to 30 calendar days. When the account remains outstanding for more than 30 calendar days. Margin accounts – When the closing market value of the counter(s) so financed has fallen below 130% of the outstanding balance. Bad debts are written off when identified. Specific allowances are made for balances due from clients and brokers which are considered doubtful or which have been classified as non-performing, net of interest-in-suspense and after taking into consideration collateral held by the Group and deposits of and amounts due to dealer's representative in accordance with the Rules of Bursa Malaysia Securities Berhad. General allowance is made based on a certain percentage of balances due from clients and brokers (excluding outstanding purchase contracts which are not due for payment) net of interest-in-suspense and specific allowances already made. (p) Revenue Recognition Revenue is recognised when it is probable that the economic benefits associated with the transaction will flow to the Company and the amount of the revenue can be measured reliably. (i) Dividend Income Dividend income from securities held-to-maturity, securities available-for-sale and investment in subsidiaries and associates are recognised when the right to receive payment is established. 72 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (p) Revenue Recognition (cont’d) (ii) Interest Income Interest income is recognised in the income statement for all interest bearing assets on an accrual basis. Interest income includes the amortisation of premium or accretion of discount. Interest income on securities are recognised on an effective yield basis. Interest income on overdrafts, housing loans and term loans is accounted for on accrual basis by reference to rest periods as stipulated in the loan agreements, which are either monthly or daily. Interest income on hire purchase, block discounting and leasing business is recognised on the 'Rule of 78' method. Income from the Islamic banking business is recognised on the accrual basis in accordance with the principles of Syariah. Where an account is classified as non-performing, interest accrued and recognised as income prior to the date the loan is classified as non-performing is reversed out of interest income and set-off against the accrued interest receivable account in the balance sheet. Thereafter, interest on the non-performing loan shall be recognised as income on a cash basis. Customers' accounts are deemed to be non-performing where repayments are in arrears for more than three (3) months from the first day of default or after maturity date. The policy on interest recognition on non-performing loans is in conformity with the revised BNM/GP8. (iii) Brokerage Income Brokerage is charged to the clients and is recognised on the day when the contracts are executed. (iv) Fees and Other Income Loan arrangement fees and commissions, management and participation fees and underwriting commissions are recognised as income when all conditions precedent are fulfilled. Commitment fees, guarantee fees, portfolio management fees and corporate advisory fees which are material are recognised as income based on time apportionment. Handling fee paid to hire purchase dealers for hire purchase loans are expensed off to income statement in the year in which they are incurred, in compliance with Bank Negara Malaysia's Circular dated 8 August 2003. (v) Recognition of Interest and Financing Expenses Interest expense and attributable profit (on activities relating to Islamic banking business) on deposits and borrowings of the Group are recognised on an accrual basis. (q) Interest Rate Swaps, Futures, Forward and Option Contracts The Group acts as an intermediary with counterparties who wish to swap their interest obligations. The Group also uses interest rate swaps, futures, forward, and option contracts in its trading account activities and its overall interest rate risk management. Interest income and interest expense associated with interest rate swaps that qualify as hedges are recognised over the life of the swap agreement as a component of interest income or interest expense. Gains and losses on interest rate futures, forward, and option contracts that qualify as hedges are generally deferred and amortised over the life of the hedged assets or liabilities as adjustments to interest income or interest expense. Gains and losses on interest rate swaps, futures, forward and option contracts that do not qualify as hedges are recognised in the period in which they arise using the mark-to-market method, and are included in net results from dealing securities. A N N U A L R E P O R T 73 2 0 0 7 notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (r) Foreign Currency Translations 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, unless hedged by forward foreign exchange contracts, in which case the rates specified in such forward contracts are used. All exchange rate differences are taken to the income statement. The principal exchange rates used for each respective unit of foreign currency ruling at the balance sheet date are as follows: 2007 2006 Foreign Currency RM RM 1 1 1 1 1 1 1 US Dollar Euro Sterling Pound Japanese Yen Australian Dollar Singaporean Dollar Hong Kong Dollar 3.456 4.603 6.759 0.029 2.789 2.278 0.442 3.683 4.469 6.414 0.031 2.642 2.276 0.475 (s) 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 that 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. (t) Foreclosed Properties 74 M A L A Y S I A N Foreclosed properties are stated at cost less impairment losses, if any, of such properties. The policy for the recognition and measurement of impairment losses is in accordance with Note 2(k)(iv). P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 2. SIGNIFICANT ACCOUNTING POLICIES (cont’d) (u) Cash and Cash Equivalents Cash and cash equivalents as stated in the cash flow statements comprise cash and short-term funds and deposits and placements with financial institutions which have an insignificant risk of changes in value. (v) Profit Equalisation Reserve ("PER") PER refers to the amount appropriated out of the total Islamic banking gross income in order to maintain a certain level of return to depositors in conformity with BNM's "The Framework of the Rate of Return". PER is deducted from the total Islamic banking gross income in deriving the net distributable gross income. This amount appropriated is shared by the depositors and the Alliance Banking group. (w) 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 non-accumulating compensated absences such as sick leave are recognised when the absences occur. (ii) Defined Contribution Plans As required by law, companies in Malaysia make contributions to the Employees Provident Fund ("EPF"). Such contributions are recognised as an expense in the income statements as incurred. 3. CASH AND SHORT-TERM FUNDS Group Cash and balances with banks and other financial institutions Money at call and deposit placements maturing within one month 2007 RM'000 2006 RM'000 452,579 414,348 Company 2007 2006 RM'000 RM'000 4,762 248 3,691,478 2,183,111 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 4,144,057 2,597,459 4,762 248 ============================================================= 75 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 4. DEPOSITS AND PLACEMENTS WITH FINANCIAL INSTITUTIONS Group 2007 RM'000 Licensed banks Islamic banks Bank Negara Malaysia Other financial institutions 2006 RM'000 Company 2007 2006 RM'000 RM'000 75,981 1,272 59,300 26,650 5,000 – – – 2,322,867 1,108,743 – – 31,409 24,269 7,100 1,700 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 2,435,257 1,134,284 66,400 28,350 ============================================================= The deposits of the Company amounting to RM59,300,000 (2006: RM26,650,000) are placed with the Alliance Banking group. 5. SECURITIES HELD-FOR-TRADING Group At fair value Money Market Instruments: Bankers acceptances Quoted securities: Shares in Malaysia Debt securities 6. 2007 RM'000 2006 RM'000 – 282,774 5,744 5,373 9,234 11,186 –––––––––––––––––––––––– 14,978 299,333 ============================ SECURITIES AVAILABLE-FOR-SALE Group At fair value Money Market Instruments: Malaysian Government securities Malaysian Government investment certificates Malaysian Government treasury bills Bank Negara Malaysia bills Cagamas bonds Negotiable instruments of deposits Commercial paper Bankers acceptances Quoted securities: Shares in Malaysia Unquoted securities: Shares Debt securities P L A N T A T I O N S 2006 RM'000 285,274 145,710 – – 125,727 499,902 45,568 228,099 86,254 – 133,383 64,433 79,979 – 64,401 – 3,205 12,567 1,113 1,113 718,385 604,665 –––––––––––––––––––––––– 2,052,983 1,046,795 ============================ 76 M A L A Y S I A N 2007 RM'000 B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 7. SECURITIES HELD-TO-MATURITY Group At amortised cost Money Market Instruments: Malaysian Government securities Malaysian Government investment certificates Bank Negara Malaysia bills Cagamas bonds Negotiable instruments of deposits Khazanah bonds Commercial papers Bankers acceptances Quoted securities: Debt securities Unquoted securities: Shares Debt securities Accumulated impairment losses (i) 2007 RM'000 2006 RM'000 165,370 188,989 49,747 174,928 440,000 269,034 – 705,050 324,416 169,255 24,775 592,228 155,000 288,978 19,681 1,052,406 25,587 36,445 21,496 21,067 521,941 604,789 –––––––––––––––––––––––– 2,562,142 3,289,040 (132,061) (139,690) –––––––––––––––––––––––– 2,430,081 3,149,350 ============================ Market value of money market instruments and quoted securities: Malaysian Government securities Malaysian Government investment certificates Bank Negara Malaysia bills Cagamas bonds Negotiable instruments of deposits Khazanah bonds Commercial paper Bankers acceptances Debt securities 165,060 323,922 189,564 169,254 49,751 24,775 175,743 592,535 440,636 155,000 268,870 288,628 – 19,685 700,467 1,052,410 25,054 23,048 ============================ (ii) The maturity structure of money market instruments held are as follows: Within one year One year to three years Three years to five years Over five years 1,464,940 1,923,064 489,951 613,663 38,227 82,142 – 7,870 –––––––––––––––––––––––– 1,993,118 2,626,739 ============================ A N N U A L R E P O R T 77 2 0 0 7 notes to the financial statements - 31 March 2007 8. LOANS, ADVANCES AND FINANCING Group Overdrafts Term loans/financing - Housing loans/financing - Syndicated term loan/financing - Hire purchase receivables - Lease receivables - Other term loans/financing Bills receivables Trust receipts Claims on customers under acceptance credits Staff loans [include loan to Executive Director of RM498,000 (2006: nil)] Credit/charge card receivables Revolving credits Other loans Unearned interest and income Gross loans, advances and financing Allowance for bad and doubtful debts and financing: - Specific - General Net loans, advances and financing (i) 2007 RM'000 2006 RM'000 2,061,174 2,217,812 4,522,181 3,835,852 291,141 264,884 1,542,585 1,518,988 24,104 52,570 3,998,350 4,567,426 155,711 220,184 102,119 132,328 1,150,641 982,000 109,088 111,144 399,447 253,884 660,143 908,201 122,761 119,540 ––––––––––––––––––––––––– 15,139,445 15,184,813 (779,134) (603,643) ––––––––––––––––––––––––– 14,360,311 14,581,170 (805,434) (825,160) (244,249) (206,388) ––––––––––––––––––––––––– 13,310,628 13,549,622 ============================= By maturity structure: Within one year One year to three years Three years to five years Over five years Gross loans, advances and financing 5,069,892 5,492,253 1,011,400 1,095,710 1,388,965 1,758,692 6,890,054 6,234,515 ––––––––––––––––––––––––– 14,360,311 14,581,170 ============================= (ii) By type of customer: Domestic non-bank financial institutions - Stockbroking companies - Others Domestic business enterprises - Small and medium enterprises - Others Government and statutory bodies Individuals Other domestic entities Foreign entities Gross loans, advances and financing 78 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 11,233 104,081 11,412 99,872 3,954,960 4,243,171 3,118,752 3,990,079 18,457 18,903 7,086,074 6,191,447 7,200 5,702 59,554 20,584 ––––––––––––––––––––––––– 14,360,311 14,581,170 ============================= notes to the financial statements - 31 March 2007 8. LOANS, ADVANCES AND FINANCING (cont’d) Group 2007 RM'000 2006 RM'000 159,172 1,347,758 1,242,306 153,218 1,317,883 1,196,276 (iii) By interest/profit rate sensitivity: Fixed rate - Housing loans/financing - Hire purchase receivables - Other fixed rate loans/financing Variable rate - Base lending rate plus - Cost plus - Other variable rates Gross loans, advances and financing 9,235,174 9,364,534 2,270,889 2,415,178 105,012 134,081 ––––––––––––––––––––––––– 14,360,311 14,581,170 ============================= (iv) By economic sectors: Purchase of securities Purchase of transport vehicles Purchase of landed property of which: - Residential - Non-residential Purchase of fixed assets excl. land & building Personal use Credit card Purchase of durable goods Construction Working capital Others Gross loans, advances and financing 211,739 1,435,005 5,998,684 353,545 1,326,985 5,517,044 4,510,848 3,932,096 1,487,836 1,584,948 26,426 24,412 736,871 480,642 399,469 253,881 186 203 339,731 382,538 4,715,359 5,450,510 496,841 791,410 ––––––––––––––––––––––––– 14,360,311 14,581,170 ============================= (v) Movements in non-performing loans, advances and financing ("NPL") are as follows: At beginning of year Non-performing during the year Reclassified as performing during the year Loans/financing converted to securities Recoveries Amount written off At end of year Specific allowance Net non-performing loans, advances and financing Net NPL as % of gross loans, advances and financing less specific allowance 2,126,228 2,039,363 1,527,519 1,273,054 (1,115,054) (724,255) (1,464) – (545,462) (267,684) (431,595) (194,250) ––––––––––––––––––––––––– 1,560,172 2,126,228 (805,434) (825,160) ––––––––––––––––––––––––– 754,738 1,301,068 ============================= 5.6% A N N U A L 9.5% R E P O R T 79 2 0 0 7 notes to the financial statements - 31 March 2007 8. LOANS, ADVANCES AND FINANCING (cont’d) Group 2007 RM'000 2006 RM'000 (vi) Movements in the allowance for bad and doubtful debts and financing are as follows: General Allowance At beginning of year Allowance made during the year Amount written back At end of year As % of gross loans, advances and financing less specific allowance 206,388 224,874 75,340 27,410 (37,479) (45,896) ––––––––––––––––––––––––– 244,249 206,388 ============================= 1.8% 1.5% Specific Allowance At beginning of year Allowance made during the year Amount written-back in respect of recoveries Loan/financing converted to securities Amount written off At end of year 825,160 384,462 639,362 715,518 (226,029) (80,524) (1,464) – (431,595) (194,296) ––––––––––––––––––––––––– 805,434 825,160 ============================= (vii) Non-performing loan, advances and financing analysed by economic sectors are as follows: Purchase of securities Purchase of transport vehicles Purchase of landed property of which: - Residential - Non-residential Purchase of fixed assets excl. land & building Personal use Credit card Purchase of durable goods Construction Working capital Others 80 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 64,567 101,294 683,989 161,164 80,134 791,061 418,691 400,698 265,298 390,363 1,498 3,567 47,636 67,384 8,473 5,081 – 51 53,199 171,151 571,639 794,607 27,877 52,028 ––––––––––––––––––––––––– 1,560,172 2,126,228 ============================= notes to the financial statements - 31 March 2007 9. BALANCES DUE FROM CLIENTS AND BROKERS Group 2007 RM'000 Due from clients Due from brokers Less: Allowance for bad and doubtful debts 2006 RM'000 318,482 180,376 234,010 100,764 ––––––––––––––––––––––––– 552,492 281,140 (31,425) (29,544) ––––––––––––––––––––––––– 521,067 251,596 ============================= These represent amount receivable by Investment banking subsidiary from margin and non-margin clients and outstanding contracts entered into on behalf of clients where settlements via the Central Depository System have yet to be made, and amount receivable from provision of corporate financial services. The Investment banking subsidiary's normal trade credit terms for non-margin is 3 market days in accordance with the Bursa Malaysia Securities Berhad's Fixed Delivery and Settlement System ("FDSS") trading rules. The credit terms of other receivables of the Investment banking subsidiary are assessed and approved on a case-by-case basis. Included in the balances due from clients and brokers are non-performing accounts, as follows: Group 2007 RM'000 Classified as doubtful Classified as bad 2006 RM'000 1,269 221 48,056 32,739 ––––––––––––––––––––––––– 49,325 32,960 ============================= The movements in allowance for bad and doubtful debts are as follows: At beginning of year Allowance made during the year Reversal of allowance At end of year 29,544 14,242 8,873 22,067 (6,992) (6,765) ––––––––––––––––––––––––– 31,425 29,544 ============================= 10. LAND HELD FOR PROPERTY DEVELOPMENT Group 2007 RM'000 Freehold land, at cost Development costs Accumulated impairment losses: At beginning/end of year Less : Impairment loss for the year Carrying amount at end of year 2006 RM'000 23,114 23,114 8,943 8,943 ––––––––––––––––––––––––– 32,057 32,057 (3,135) (2,751) – (384) ––––––––––––––––––––––––– 28,922 28,922 ============================= A N N U A L R E P O R T 81 2 0 0 7 notes to the financial statements - 31 March 2007 11. OTHER ASSETS Group 2007 RM'000 Trade receivables Other receivables, deposits and prepayments [Note (a)] Manager's stocks [Note (b)] Foreclosed properties Amount due from subsidiaries [Note (c)] Allowance for bad and doubtful debts 2006 RM'000 Company 2007 2006 RM'000 RM'000 230 1,143 – – 252,239 167,558 4,715 326 1,258 1,524 – – 12,966 14,229 – – – – 49,207 1,545,739 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 266,693 184,454 53,922 1,546,065 (16,384) (15,185) (7,527) (7,515) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 250,309 169,269 46,395 1,538,550 ============================================================= (a) Other receivables, deposits and prepayments Interest receivable Prepayments Deposits Other receivables 67,455 35,903 128 79 10,970 5,691 4,352 25 10,992 10,131 112 112 162,822 115,833 123 110 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 252,239 167,558 4,715 326 ============================================================= Included in other receivables is an amount of RM45,299,000 (2006: RM54,809,000) being the principal balance of housing loans and hire purchase loans acquired by the banking subsidiary from a state owned entity and which have been sold to Cagamas Berhad, with recourse obligations. (b) Manager's stocks The manager's stock represent units held by the Group in the trust funds it manages and are stated at the lower of cost and market value. Cost is determined using the weighted average method of valuation. Market value of unit trust stock is determined by the Group as manager of the trust funds based on the underlying value of the trust funds. Group 2007 2006 RM'000 RM'000 Manager's stock, at cost 1,258 1,524 ============================= 1,382 1,569 ============================= Market value The Group have no significant concentration of credit risk that may arise from the exposure to a single debtor or group of debtors. 82 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 11. OTHER ASSETS (cont’d) (c) Amount due from subsidiaries Group 2007 RM'000 Interest bearing Non-interest bearing Allowance for doubtful debts 2006 RM'000 Company 2007 2006 RM'000 RM'000 – – 8,135 7,383 – – 41,072 1,538,356 ––––––––––––––––––––––––––––––––––––––––––––––––––––– – – 49,207 1,545,739 – – (7,527) (7,515) ––––––––––––––––––––––––––––––––––––––––––––––––––––– – – 41,680 1,538,224 ============================================================= 12. STATUTORY DEPOSITS Statutory deposits comprise the following: (a) non-interest bearing statutory deposits of RM581,855,000 (2006: RM749,795,000) relating to the banking subsidiaries, maintained with Bank Negara Malaysia in compliance with Section 37(1)(c) of the Central Bank of Malaysia Act, 1958 (revised 1994), the amounts of which are determined as a set percentage of total eligible liabilities. (b) interest bearing statutory deposits of RM100,000 (2006: RM100,000) relating to a subsidiary, Alliance Trustee Berhad which is maintained with the Accountant-General in compliance with Section 3(f) of the Trust Companies Act, 1949. 13. INVESTMENT IN SUBSIDIARIES Company 2007 2006 RM'000 RM'000 Unquoted shares, at cost Less: Accumulated impairment losses 1,567,198 106,331 (38,056) (57,048) ––––––––––––––––––––––––– 1,529,142 49,283 ============================= The amounts due from subsidiaries are unsecured and have no fixed terms of repayment. Interest is charged on the amount due from a subsidiary at 2.75% (2006: 2.75%) per annum. 83 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 13. INVESTMENT IN SUBSIDIARIES (cont’d) Details of the subsidiaries, which are incorporated in Malaysia, are as follows: Name Principal Activities Effective Equity Interest Held (%) 2007 2006 Subsidiaries of the Company Alliance Bank Malaysia Berhad Banking business, including Islamic banking business, finance company business and the provision of related financial services 100 100 Syabas Sutra Sdn. Bhd. (in member's voluntary winding up) Dormant 100 100 Hijauan Setiu Sdn. Bhd. Investment holding 100 100 Setiu Integrated Resort Sdn. Bhd. Investment holding 100 100 Pridunia Sdn. Bhd. Dormant 100 100 Matrix Core Options & Futures Sdn. Bhd. Dormant 100 100 Setiu Green Development Sdn. Bhd Liquidated – 100 Setiu Sea Resort Sdn. Bhd. Dormant 100 100 Cosmoplex Sdn. Bhd. (in members' voluntary winding up) Dormant 100 100 Alliance Trustee Berhad Trustee services 100 100 Kota Indrapura Development Corporation Berhad Property holding 100 100 Dormant 100 100 – 100 Subsidiary of Syabas Sutra Sdn Bhd ABG Capital Management Sdn. Bhd. Subsidiary of Kota Indrapura Development Corporation Berhad Pantai Lagenda Golf & Country Club Sdn. Bhd. 84 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Liquidated notes to the financial statements - 31 March 2007 13. INVESTMENT IN SUBSIDIARIES (cont’d) Principal Activities Effective Equity Interest Held (%) 2007 2006 Alliance Investment Bank Berhad (formerly known as Alliance Merchant Bank Berhad) Investment banking 100 100 Alliance Direct Marketing Sdn. Bhd. Dealing in sales and distribution of consumer and commercial banking products 100 100 Alliance Group Nominees (Asing) Sdn. Bhd. Nominee services 100 100 AllianceGroup Nominees (Tempatan) Sdn. Bhd. Nominee services 100 100 AllianceGroup Properties Sdn. Bhd. Real property investment 100 100 Alliance Investment Management Berhad (formerly known as Alliance Unit Trust Management Berhad) Management of unit trusts funds 70 70 Alliance Finance Berhad Liquidated – 100 Alliance International Berhad Dormant 100 100 Alliance International Nominees (Tempatan) Sdn. Bhd. Dormant 100 100 Alliance International Nominees (Asing) Sdn. Bhd. Dormant 100 100 AFB Nominees (Tempatan) Sdn. Bhd. Dormant 100 100 Alliance Merchant Nominees (Tempatan) Dormant Sdn. Bhd. (in members' voluntary winding up) 100 100 Alliance Merchant Nominees (Asing) Sdn. Bhd. (in members' voluntary winding up) Dormant 100 100 Alliance Merchant Unit Trust Berhad Liquidated – 100 Alliance Merchant Securities Holdings Sdn. Bhd. Liquidated – 100 Alliance Capital Asset Management Sdn. Bhd. Portfolio management business 70 70 – 100 – 100 Name Subsidiaries of Alliance Bank Malaysia Berhad Subsidiaries of Alliance Investment Bank Berhad Asean Financial Services Sdn. Bhd. Rothputra Venture Management Sdn. Bhd. Liquidated Liquidated 85 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 13. INVESTMENT IN SUBSIDIARIES (cont’d) Subsidiaries of Alliance Investment Bank Berhad (cont’d.) Name Principal Activities Rothputra Ventures Berhad Liquidated Rothputra Nominees (Tempatan) Sdn. Bhd. (in members' voluntary winding up) Effective Equity Interest Held (%) 2007 2006 – 100 Dormant 100 100 Rothputra Nominees (Asing) Sdn. Bhd. (in members' voluntary winding up) Dormant 100 100 KLCS Sdn. Bhd. (formerly known as Kuala Lumpur City Securities Sdn. Bhd.) Dormant 100 100 Alliance Research Sdn. Bhd. (formerly known as KLCity Research Sdn. Bhd.) Investment advisory 100 100 KLCity Ventures Sdn. Bhd. Dormant 100 100 Alliance Asset Management (L) Limited Dormant 100 100 Alliance Investment Futures Sdn. Bhd. (formerly known as KLCS Futures Sdn.Bhd.) Dormant 100 100 KLCS Asset Management Sdn. Bhd. Fund management 100 100 KLCity Unit Trust Bhd. Investment funds management 94.94 94.94 AIBB Nominees (Tempatan) Sdn. Bhd. (formerly known as Kuala Lumpur City Nominees (Tempatan) Sdn. Bhd.) Nominee services 100 100 AIBB Nominees (Asing) Sdn. Bhd. (formerly known as Kuala Lumpur City Nominees (Asing) Sdn. Bhd.) Nominee services 100 100 86 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 14. PROPERTY, PLANT AND EQUIPMENT Group Freehold land RM'000 Long term leasehold land RM'000 Buildings on freehold and leasehold land RM'000 3,679 61,164 Renovations RM'000 Office equipment, furniture and fittings RM'000 Computer equipment RM'000 Motor vehicles RM'000 Total RM'000 102,265 83,323 193,144 20,246 468,031 2007 Cost At beginning of year As previously stated Reclassification to intangible assets (Note 15) As restated Additions Disposals At 31 March 4,210 – – – – – (98,197) – (98,197) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 4,210 3,679 61,164 102,265 83,323 94,947 20,246 369,834 10 – – 16,153 3,126 29,388 1,017 49,694 (1,453) – (1,393) (3,076) (3,751) (3,212) (10,505) (23,390) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 2,767 3,679 59,771 115,342 82,698 121,123 10,758 396,138 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Accumulated Depreciation At beginning of year As previously stated Reclassification to intangible assets (Note 15) As restated Charge for the year Disposals At 31 March – 365 13,522 87,856 55,649 141,536 16,238 315,166 – – – – – (59,894) – (59,894) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– – 365 13,522 87,856 55,649 81,642 16,238 255,272 – 4 1,240 5,970 4,833 5,117 865 18,029 – – (620) (1,861) (3,590) (987) (9,634) (16,692) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– – 369 14,142 91,965 56,892 85,772 7,469 256,609 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Net Carrying Amount At 31 March 2007 2,767 3,310 45,629 23,377 25,806 35,351 3,289 139,529 ========================================================================================================= 87 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 14. PROPERTY, PLANT AND EQUIPMENT (cont’d) Group Freehold land RM'000 Long term leasehold land RM'000 Buildings on freehold and leasehold land RM'000 Renovations RM'000 Office equipment, furniture and fittings RM'000 Computer equipment RM'000 Motor vehicles RM'000 Total RM'000 2006 Cost At beginning of year As previously stated 4,210 3,734 55,276 100,883 79,290 186,938 23,242 453,573 Reclassification to intangible assets (Note 15) – – – – – (89,828) – (89,828) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– As restated 4,210 3,734 55,276 100,883 79,290 97,110 23,242 363,745 Transfer from foreclosed properties – – 8,256 – – – – 8,256 Additions – – – 3,921 5,077 15,637 383 25,018 Disposals – (55) (2,368) (2,539) (1,044) (9,430) (3,379) (18,815) Reclassification to intangible assets (Note 15) – – – – – (8,370) – (8,370) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 March 4,210 3,679 61,164 102,265 83,323 94,947 20,246 369,834 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Accumulated Depreciation At beginning of year As previously stated – 354 13,278 82,085 51,745 124,273 14,363 286,098 Reclassification to intangible assets (Note 15) – – – – – (46,421) – (46,421) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– As restated – 354 13,278 82,085 51,745 77,852 14,363 239,677 Charge for the year – 25 1,081 6,018 4,851 19,822 4,393 36,190 Disposals – (14) (837) (247) (947) (2,558) (2,518) (7,121) Reclassification to intangible assets (Note 15) – – – – – (13,474) – (13,474) ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 March – 365 13,522 87,856 55,649 81,642 16,238 255,272 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Net Carrying Amount At 31 March 2006 88 M A L A Y S I A N P L A N T A T I O N S 4,210 3,314 47,642 14,409 27,674 13,305 4,008 114,562 ========================================================================================================= B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 14. PROPERTY, PLANT AND EQUIPMENT (cont’d) Company Computer equipment and software RM'000 Office equipment, furniture and fittings RM'000 Motor vehicles RM'000 Renovations RM'000 Total RM'000 2007 Cost At 1 April Additions Disposals At 31 March 222 540 96 543 1,401 33 30 396 2 461 – (10) – (5) (15) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 255 560 492 540 1,847 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Accumulated Depreciation At 1 April Charge for the year Disposals At 31 March 179 433 38 441 1,091 23 17 59 13 112 – (8) – (5) (13) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 202 442 97 449 1,190 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Net Carrying Amount At 31 March 2007 Company 53 118 395 91 657 ============================================================================== Computer equipment and software RM'000 Office equipment, furniture and fittings RM'000 Motor vehicles RM'000 Renovations RM'000 Total RM'000 2006 Cost At 1 April Additions Disposals At 31 March 203 492 96 468 1,259 27 90 – 81 198 (8) (42) – (6) (56) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 222 540 96 543 1,401 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Accumulated Depreciation At 1 April Charge for the year Disposals At 31 March 173 431 19 403 1,026 13 35 19 41 108 (7) (33) – (3) (43) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 179 433 38 441 1,091 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Net Carrying Amount At 31 March 2006 43 107 58 102 310 ============================================================================== A N N U A L R E P O R T 89 2 0 0 7 notes to the financial statements - 31 March 2007 15. INTANGIBLE ASSETS Group Note 2007 RM'000 2006 RM'000 271,063 288,578 Goodwill At beginning of year Effect of adopting FRS 3 - Negative goodwill recognised to retained profit Accumulated amortisation At end of year (a) (b) 33,086 2,191 – (19,706) ––––––––––––––––––––––––––––––––––––– 304,149 271,063 ============================= Upon adoption of FRS 3: Business Combination on 1 April 2006: (a) Negative goodwill is now recognised immediately to the income statement with corresponding increase in retained earnings. The negative goodwill was derived from the following:(i) the acquisition of Alliance Bank; and (ii) the acquisition of ex-Multi-Purpose Finance and Alliance Merchant Unit Trust Berhad by Alliance Bank. (b) Goodwill with indefinite life ceased to be amortised and the accumulated amortisation has been netted off against the gross cost of goodwill. Group 2007 2006 RM'000 RM'000 Computer software At cost: As previously stated Reclassification from property, plant and equipment (Note 14) As restated Additions Disposal At end of year Accumulated amortisation: As previously stated Reclassification from property, plant and equipment (Note 14) As restated Charge for the year Disposal At end of year Net carrying amounts Total carrying amounts of goodwill and computer software 90 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) – – 98,197 89,828 ––––––––––––––––––––––––––––––––––––– 98,197 89,828 2,698 8,915 (1) (545) ––––––––––––––––––––––––––––––––––––– 100,894 98,198 ––––––––––––––––––––––––––––––––––––– – – (59,894) (46,421) ––––––––––––––––––––––––––––––––––––– (59,894) (46,421) (14,309) (14,016) – 542 ––––––––––––––––––––––––––––––––––––– (74,203) (59,895) ––––––––––––––––––––––––––––––––––––– 26,691 38,303 ============================= 330,840 309,366 ============================= notes to the financial statements - 31 March 2007 15. INTANGIBLE ASSETS (cont’d) (a) Impairment Test on Goodwill Goodwill is reviewed annually for impairment, or more frequently when there are indications that impairment may have occurred. Goodwill have been allocated to the Group's cash-generating units ("CGU") that expected to benefit from the synergies of the acquisitions, identified according to the business segment as follows: Group RM'000 Corporate banking Commercial banking Consumer banking Treasury Corporate finance & equity capital market Stockbroking business Debt capital market Asset Managemnet 44,758 56,080 101,565 83,284 1,838 12,433 2,084 2,107 ––––––––– –––––––––– 304,149 ============== For annual impairment testing purposes, the recoverable amount of the CGUs, which are reportable business segments, are determined based on their value-in-use. The value-in-use calculations apply a discounted cash flow model using cash flow projections based on financial budget and projections approved by management. The key assumptions for the computation of value-in-use include the discount rates, cash flow projection and growth rates applied are as follows: (i) Discount rate The discount rate of 10.1% are based on the pre-tax weighted average cost of capital plus an appropriate risk premium, that reflect specific risks relating to the Group. The pre-tax weighted average cost of capital is generally derived from an appropriate capital asset pricing model, which itself depends on inputs reflecting a number of financial and economic variables including the risk-free rate in the country concerned. (ii) Cash flow projections and Growth rate Cash flow projections are based on five year financial budget and projections approved by management. Cash flows beyond the fifth year are extrapolated in perpetuity using a nominal long term growth rate of 6.5% based on average annual Gross Domestic Product growth rate forecasted for the 10 years from year 2011 to 2020 reported in the Third Industrial Master Plan. Cash flows are extrapolated in perpetuity due to the long term perspective of these businesses within the Group. Impairment is recognised in the income statement when the carrying amount of a CGU exceeds its recoverable amount. This annual impairment test review reveals that there was no evidence of impairment. (b) Sensitivity to changes in assumptions Any reasonable possible change in the key assumptions would not cause the carrying amount of the goodwill to exceed the recoverable amount of the CGU, which would warrant any impairment loss to be recognised. A N N U A L R E P O R T 91 2 0 0 7 notes to the financial statements - 31 March 2007 16. DEFERRED TAX Group 2007 RM'000 At beginning of year Recognised in equity Recognised in the income statement (Note 36) At end of year 2006 RM'000 Company 2007 2006 RM'000 RM'000 (108,941) (30,392) 1,283 1,193 (528) (3,401) – – (3,016) (75,148) (1,097) 90 ––––––––––––––––––––––––––––––––––––––––––––––––––––– (112,485) (108,941) 186 1,283 ============================================================= Presented after appropriate offsetting as follows: Deferred tax assets Deferred tax liabilities (120,303) (117,994) – (25) 7,818 9,053 186 1,308 ––––––––––––––––––––––––––––––––––––––––––––––––––––– (112,485) (108,941) 186 1,283 ============================================================= The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows: Unabsorbed Tax Losses Other Allowance for and Capital Temporary Loan Loss Allowances Differences Total Group RM'000 RM'000 RM'000 RM'000 Deferred tax assets: At 1 April 2006 Recognised in income statement At 31 March 2007 At 1 April 2005 Recognised in income statement At 31 March 2006 92 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) (74,598) (39,372) (20,428) (134,398) (33,073) 34,490 (5,635) (4,218) ––––––––––––––––––––––––––––––––––––––––––––––––––––– (107,671) (4,882) (26,063) (138,616) ============================================================= (63,829) – (4,285) (68,114) (10,769) (39,372) (16,143) (66,284) ––––––––––––––––––––––––––––––––––––––––––––––––––––– (74,598) (39,372) (20,428) (134,398) ============================================================= notes to the financial statements - 31 March 2007 16. DEFERRED TAX (cont’d) Receivables RM'000 Fair Value Adjustment Arising from Consolidation RM'000 Property, Plant and Equipment RM'000 Other Temporary Differences RM'000 Total RM'000 Deferred tax liabilities: At 1 April 2006 Recognised in equity Recognised in income statement At 31 March 2007 At 1 April 2005 Recognised in equity Recognised in income statement At 31 March 2006 1,240 7,631 11,372 5,214 25,457 – – – (528) (528) (1,054) (1) 1,443 814 1,202 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 186 7,630 12,815 5,500 26,131 ============================================================================= 1,240 12,154 15,599 8,729 37,722 – – – (3,401) (3,401) – (4,523) (4,227) (114) (8,864) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,240 7,631 11,372 5,214 25,457 ============================================================================= Other Temporary Differences 2007 2006 RM'000 RM'000 Company Deferred tax assets: At 1 April 2006 Recognised in income statement At 31 March 2007 (25) (47) 25 22 ––––––––––––––––––––––––––––––––––––– – (25) ============================= Receivables 2007 2006 RM'000 RM'000 Deferred tax liabilities: At 1 April 2006 Recognised in income statement At 31 March 2007 1,308 1,240 (1,122) 68 ––––––––––––––––––––––––––––––––––––– 186 1,308 ============================= 93 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 17. DEPOSITS FROM CUSTOMERS Group 2007 RM'000 Demand deposits Savings deposits Fixed/investment deposits Negotiable instruments of deposits Others (i) 2006 RM'000 4,736,729 3,936,179 1,520,915 1,471,345 12,835,219 12,258,480 18,200 – – 217 ––––––––––––––––––––––––––––––––––––– 19,111,063 17,666,221 ============================= The maturity structure of fixed/investment deposits and negotiable instruments of deposits are as follows: Due within six months Six months to one year One year to three years Three years to five years 8,439,258 8,677,555 3,644,654 2,968,771 691,587 364,131 77,920 248,023 ––––––––––––––––––––––––––––––––––––– 12,853,419 12,258,480 ============================= (ii) The deposits are sourced from the following types of customers: Government and statutory bodies Business enterprises Individuals Others 978,380 1,034,344 6,839,180 5,863,501 10,630,492 9,744,249 663,011 1,024,127 ––––––––––––––––––––––––––––––––––––– 19,111,063 17,666,221 ============================= 18. DEPOSITS AND PLACEMENTS OF BANKS AND OTHER FINANCIAL INSTITUTIONS Group 2007 RM'000 Licensed banks Licensed merchant banks Bank Negara Malaysia Other financial institutions 2006 RM'000 222,982 494,110 – 30,000 259,376 239,994 – 6,902 ––––––––––––––––––––––––––––––––––––– 482,358 771,006 ============================= 19. RECOURSE OBLIGATIONS ON LOANS SOLD TO CAGAMAS 94 This relates to proceeds received from conventional housing loans and hire purchase loans sold directly to Cagamas Berhad with recourse to the Group. Under the agreement, the Group undertakes to administer the loans on behalf of Cagamas Berhad and to buy back any loans which are regarded as defective based on pre-determined and agreed upon prudential criteria set by Cagamas Berhad. M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 20. BILLS AND ACCEPTANCES PAYABLE Bills and acceptances payable represents the Group's own bills and acceptances rediscounted and outstanding in the market. 21. BALANCES DUE TO CLIENTS AND BROKERS Group 2007 RM'000 Due to clients Due to brokers 2006 RM'000 188,823 100,270 189,617 69,584 ––––––––––––––––––––––––––––––––––––– 378,440 169,854 ============================= These mainly relate to amounts payable to margin and non-margin clients and outstanding contracts entered into on behalf of clients where settlement via the Central Depository System has yet to be made. The Group's normal trade credit terms for non-margin clients is 3 market days according to the Bursa's FDSS trading rules. The credit terms of other payables are assessed and approved on a case-by-case basis. 22. OTHER LIABILITIES Group 2007 RM'000 Other liabilities [Note (a)] Remisier's accounts [Note (b)] Interest/income payable Profit Equalisation Reserve Due to subsidiaries [Note (c)] 2006 RM'000 Company 2007 2006 RM'000 RM'000 721,335 547,226 1,180 1,185 26,042 22,670 – – 101,949 88,495 – – 16,613 22,391 – – – – 1,245 19,249 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 865,939 680,782 2,425 20,434 ============================================================= (a) Other liabilities: Provisions Accruals Deferred income Other payables 201,043 14,665 1,161 1,167 159,274 93,449 – – 9 4,283 – – 361,009 434,829 19 18 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 721,335 547,226 1,180 1,185 ============================================================= (b) Included in remisier's accounts are deposits of RM6,567,000 (2006: RM5,891,000) which bear weighted average effective interest rate of 3.16% (2006: 2.82%) per annum. (c) The amount due to subsidiaries are unsecured, interest-free and has no fixed terms of repayment. 95 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 23. SUBORDINATED BONDS Group 2007 RM'000 At face value 2006 RM'000 600,000 535,000 ============================= The following are the salient features of the said bonds: • • • • • • • Description: Tenure: Settlement date: Anniversary date: Maturity date: Interest coupon: Revision of interest: • Redemption option: • Final redemption: 10 year from the Issue Date on a non-callable 5 year basis 10 years 26 May 2016 26 May 26 May 2011 6.09% per annum, subject to revision of rate in year six The bonds, unless redeemed at the end of 5 years from the settlement date, shall bear interest of 7.59% per annum from the sixth year onwards until the final redemption The issuer may redeem the bonds in part or in whole, at any anniversary date after 5 years from the settlement date; namely on 26 May in year 2011 or thereafter At par on maturity date. 24. SHORT/LONG TERM BORROWING Group/Company 2007 2006 RM'000 RM'000 One-year Commercial Papers 2006/2007 - secured [Note (a)] Bank term loan - unsecured [Note (b)] 200,000 – – 200,000 ––––––––––––––––––––––––––––––––––––– 200,000 200,000 ============================= (a) One-year Commercial Papers 2006/2007 with all in interest rate of 4.58% per annum maturing on 18 September 2007. The Programme will be unsecured except for the following: (i) Special First Issuance of CP/MTN of nominal value of RM200 million where the said CP/MTN will be secured against a Standby Letter of Credit/Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch; (ii) CPs up to the nominal value of RM100 million where the said CPs will be secured against a Standby Letter of Credit/Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch. (b) Interest on the term loan is charged at a rate of 5% per annum. The term loan was paid on 27 November 2006 by way of a bullet payment at the end of the tenure. 96 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 25. SHARE CAPITAL Number of Ordinary Shares of RM1 each (in '000) 2007 2006 Amount 2007 2006 RM'000 RM'000 Authorised At beginning and end of the year 2,000,000 2,000,000 2,000,000 2,000,000 ============================================================= Issued and fully paid At beginning of the year Exercise of warrants At end of the year 1,167,978 1,162,592 1,167,978 1,162,592 49,692 5,386 49,692 5,386 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,217,670 1,167,978 1,217,670 1,167,978 ============================================================= During the financial year, the issued and paid-up share capital of the Company was increased from RM1,167,978,154 comprising 1,167,978,154 ordinary shares of RM1.00 each to RM1,217,669,947 comprising 1,217,669,947 ordinary shares of RM1.00 each by the issuance of 49,691,793 new ordinary shares of RM1.00 each at an exercise price of RM1.21 per RM1.00 ordinary share arising from the exercise of 49,691,793 2002/2007 Warrants. The 2002/2007 Warrants are constituted by a Deed Poll dated 17 June 2002 executed by the Company. The warrants were listed on Bursa Malaysia Securities Berhad on 20 September 2002. The movement of the warrants is as follows: Number of Warrants 2007 2006 At beginning of the year Exercised At end of the year 382,141,003 387,527,703 (49,691,793) (5,386,700) –––––––––––––––––––––––––––––––––––––––– 332,449,210 382,141,003 =============================== The main features of the 2002/2007 Warrants are as follows: (a) Each warrant entitles the registered holder to subscribe for one new ordinary share of RM1.00 each in the Company at an exercise price of RM1.21, subject to any adjustments under certain circumstances in accordance with the terms of the Deed Poll. (b) The Exercise Period is the period commencing on 9 September 2002 until 8 June 2007. Warrants not exercised during the Exercise Period will thereafter lapse and cease to be valid. (c) The new ordinary shares of RM1.00 each to be issued pursuant to the exercise of the warrants will rank pari passu in all respect with the existing issued ordinary shares of the Company except that they shall not be entitled to any dividends, rights, allotments and/or other distributions, the entitlement date of which precedes their date of allotment. 26. STATUTORY RESERVE A statutory reserve is maintained by the Group, in compliance with Section 36 of the Banking and Financial Institutions Act, 1989 and the amount of RM268,125,000 (2006: RM238,107,000) represents the group's share of the post acquisition statutory reserve. A N N U A L R E P O R T 97 2 0 0 7 notes to the financial statements - 31 March 2007 27. CAPITAL RESERVES These are in respect of retained profit capitalised for a bonus issue by a subsidiary company. 28. REVALUATION RESERVE The revaluation reserve is in respect of unrealised fair value gains and losses on securities available-for-sale. 29. OPERATING REVENUE Operating revenue of the Group comprises revenue derived from commercial banking, investment banking, financing, stockbroking, Islamic banking, sales of trust units, trustee services and dividend income from investment, but excludes all related company transactions. Operating revenue of the Company comprises gross interest income, dividend income and interest income derived from subsidiary companies. 30. INTEREST INCOME Group Loans, advances and financing - Interest income other than recoveries from NPLs - Recoveries from NPLs Money at call and deposit placements with financial institutions Securities held-for-trading Securities available-for-sale Securities held-to-maturity Others Accretion of discount less amortisation of premium Net interest/income suspended 2007 RM'000 2006 RM'000 731,306 107,150 777,787 59,760 Company 2007 2006 RM'000 RM'000 – – – – 152,799 87,285 – – 56 246 – – 44,346 33,222 – – 59,859 58,804 – – 2,808 1,120 1,293 1,047 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,098,324 1,018,224 1,293 1,047 63,824 45,771 – – (40,052) (48,202) – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,122,096 1,015,793 1,293 1,047 ============================================================= 31. INTEREST EXPENSE Group 2007 RM'000 Deposits and placements of banks and other financial institutions Deposits from customers Loans sold to Cagamas Subordinated bonds Short/Long term borrowing Others 98 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 2006 RM'000 Company 2007 2006 RM'000 RM'000 13,650 7,746 – – 426,264 401,695 – – 11,495 15,446 – – 40,235 66,028 – – 9,880 3,397 9,880 3,397 48,014 31,401 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 549,538 525,713 9,880 3,397 ============================================================= notes to the financial statements - 31 March 2007 32. OTHER OPERATING INCOME Group 2007 RM'000 2006 RM'000 Company 2007 2006 RM'000 RM'000 (a) Fee income: Commissions Service charges and fees Portfolio management Corporate advisory fees Underwriting commissions Brokerage fees Guarantee fees Processing fees Commitment fees Other fee income 25,920 32,183 – – 32,528 26,850 – – 8,088 10,123 – – 6,763 7,352 – – 543 1,112 – – 35,948 20,984 – – 13,865 12,782 – – 8,020 12,888 – – 13,207 13,760 – – 14,333 13,728 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 159,215 151,762 – – ============================================================= (b) Investment income: Gain/(loss) arising from sale of securities: Net gain from sale of securities held-for-trading Net gain/(loss) from sale of securities held-to-maturity Net gain from sale of securities available-for-sale Unrealised (loss)/gain on revaluation of securities held-for-trading Gain from investment in Staple Bonds Gross dividend income from: Securities held-to-maturity Securities available-for-sale Subsidiaries 2,382 1,098 11,886 11,540 (868) 1,273 – – – – – – (1,575) 1,754 976 1,794 – – – – 2,465 3,426 – – 11 517 – – – – 10,000 10,020 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 18,021 18,658 10,000 10,020 ============================================================= (c) Other income/(expenses) Foreign exchange profit/(loss) - realised - unrealised Rental income Gain on disposal of property, plant and equipment Gain on disposal of foreclosed properties Impairment loss on development property Write back/(impairment loss) on investment in subsidiaries Return on capital Others Total other operating income 24,477 4,349 453 4,975 266 – 21,369 (149) 539 3,319 340 (384) – – – – – – – – – – – – – – 308 (8) 8 – 6 – 4,359 6,122 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 38,887 31,156 314 (8) ––––––––––––––––––––––––––––––––––––––––––––––––––––– 216,123 201,576 10,314 10,012 ============================================================= A N N U A L R E P O R T 99 2 0 0 7 notes to the financial statements - 31 March 2007 33. OTHER OPERATING EXPENSES Group 2007 RM'000 Personnel costs - Salaries, allowances and bonuses - Pension costs - Others Establishment costs - Depreciation - Amortisation of intangible assets - Rental - Water & electricity - Repairs & maintenance - EDP expenses - Others Marketing expenses - Promotion and advertisement - Branding and publicity - Others Administration and general expenses - Amortisation of goodwill - Communication expenses - Printing and stationeries - Insurance - Professional fees - Others Total other operating expenses 2006 RM'000 Company 2007 2006 RM'000 RM'000 239,799 189,450 786 514 35,348 28,532 159 99 32,098 32,376 850 427 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 307,245 250,358 1,795 1,040 18,029 22,174 112 108 14,309 14,016 – – 25,039 24,190 238 277 5,537 5,375 7 9 8,788 8,782 49 32 23,890 27,532 – – 9,033 8,280 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 104,625 110,349 406 426 17,962 8,079 – – 10,649 1,577 – – 7,319 5,687 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 35,930 15,343 – – – 17,515 – – 11,516 10,956 17 19 4,960 5,182 1 11 3,253 2,999 40 40 10,417 9,970 20 156 15,542 14,405 943 596 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 45,688 61,027 1,021 822 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 493,488 437,077 3,222 2,288 ============================================================= Included in the above expenditure are the following: Auditors' remuneration [Note (a)] Directors' remuneration [Note (b)] Lease rental Hire of equipment Property, plant and equipment written off Rental of premises Remisiers' commission Allowance for doubtful debts due from a subsidiary Amortisation of computer software 100 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 660 732 56 27 5,273 9,633 642 311 561 7,385 – – 1,194 2,277 – – 502 13 2 13 25,039 24,190 238 277 14,294 6,847 – – – – 12 – 14,309 14,016 – – ============================================================= notes to the financial statements - 31 March 2007 33. OTHER OPERATING EXPENSES (cont’d) Group 2007 RM'000 2006 RM'000 Company 2007 2006 RM'000 RM'000 (a) Auditors' remuneration Statutory audit - Current year - Over provision in prior year Non-audit/other services Total 508 514 24 22 1 – 1 – 151 218 31 5 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 660 732 56 27 ============================================================= (b) Directors' remuneration Directors of the Company Non-Executive Directors - Allowances - Fees - Benefits-in-kind Directors of Subsidiaries Executive Directors - Salaries and allowances - Bonuses - Benefits-in-kind Non-Executive Directors - Allowances - Fees Total 329 213 191 72 920 414 424 239 46 – 27 – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,295 627 642 311 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 2,328 5,689 – – 328 1,525 – – 69 141 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 2,725 7,355 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 446 713 – – 807 938 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,253 1,651 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 5,273 9,633 642 311 ============================================================= 101 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 34. ALLOWANCE FOR LOSSES ON LOANS, ADVANCES AND FINANCING Group Allowance for bad and doubtful debts and financing: (a) Specific allowance - Made during the year - Written back during the year (b) General allowance - Net allowance made/(written back) during the year Bad debts on loans and financing - Recovered - Written off 2007 RM'000 2006 RM'000 639,362 (226,029) 715,518 (80,524) 37,861 (18,486) (180,439) (40,340) 14,183 4,516 ––––––––––––––––––––––––––––––––––––– 284,938 580,684 Allowance on commitments and contingencies Allowance on other receivables 2,149 767 2,532 16,626 ––––––––––––––––––––––––––––––––––––– 289,619 598,077 ============================= 35. IMPAIRMENT LOSS NET OF WRITE-BACK Group 2007 RM'000 Securities available-for-sale Securities held-to-maturity 2006 RM'000 (4,826) (1,050) (5,377) 17,428 ––––––––––––––––––––––––––––––––––––– (10,203) 16,378 ============================= 36. TAXATION Group 2007 RM'000 Malaysian income tax: Current year Under/(over) provided in prior years Deferred tax: Relating to origination and reversal of temporary differences (Note 16) Relating to change in tax rate (Note 16) Under/(over) provided in prior year (Note 16) Taxation Zakat 102 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 45,049 1,386 2006 RM'000 (544) (6,003) Company 2007 2006 RM'000 RM'000 – 447 2,295 (2) 3,700 (70,637) 2,795 77 8,909 – (3) – (15,625) (4,511) (1,189) 13 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 43,419 (81,695) 2,050 2,383 30 – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 43,449 (81,695) 2,050 2,383 ============================================================= notes to the financial statements - 31 March 2007 36. TAXATION (cont’d) Income tax is calculated at the Malaysian statutory tax rate of 27% (2006: 28%) of the estimated assessable profit for the year. A reconciliation of income tax expense applicable to 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: Group 2007 RM'000 Profit/(loss) before taxation Taxation at Malaysian statutory tax rate of 27% (2006: 28%) Effect of income subject to tax rate of 20% Effect of changes in tax rates on opening balance of deferred tax Effect of expenses not deductible for tax purposes Effect of income not subject to tax (Over)/under provision of tax in prior years - deferred - income tax expense Utilisation of previously unrecognised tax losses and unabsorbed capital allowances Deferred tax not recognised Tax expense for the year Tax savings during the year arising from: - utilisation of current year tax losses - utilisation of previously unrecognised tax losses - utilisation of tax losses brought forward from previous year 2006 RM'000 Company 2007 2006 RM'000 RM'000 150,812 (283,119) (1,495) 5,374 ============================================================= 40,719 (1) (79,273) (48) (404) – 1,505 – 8,909 7,915 767 – 8,709 (750) (3) 3,199 – – 867 – (15,625) 1,386 (4,511) (6,003) (1,189) 447 13 (2) (1,106) – – – 455 181 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 43,419 (81,695) 2,050 2,383 ============================================================= 90 1,105 2,897 – – – – – 44,527 – – – ============================================================= 37. EARNINGS PER SHARE (a) Basic Basic earnings per share is calculated by dividing the net profit/(loss) for the year by the weighted average number of ordinary shares in issue during the financial year. Group 2007 2006 Net profit/(loss) for the year (RM'000) Weighted average number of ordinary shares in issue ('000) Basic earnings/(loss) per share (sen) 107,258 (201,810) 1,174,337 1,165,261 9.1 (17.3) ============================= 103 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 37. EARNINGS PER SHARE (cont’d) (b) Diluted The calculation of the diluted earnings per share is based on the net profit/(loss) for the year attributable to the equity holders of the Company for year ended 31 March 2007 divided by the weighted average number of ordinary shares of RM1.00 each. The weighted average number of ordinary share has taken into account the assumed exercise of the outstanding 2002/2007 Warrants for the year ended 31 March 2007. Group 2007 2006 Net profit/(loss) for the year (RM'000) Weighted average number of ordinary shares in issue ('000) Effect of exercise of warrants ('000) 107,258 (201,810) 1,174,337 1,165,261 180,077 – ––––––––––––––––––––––––––––––––––––– 1,354,414 1,165,261 ––––––––––––––––––––––––––––––––––––– 7.9 (17.3) ============================= Diluted earnings/(loss) per share (sen) For the financial year ended 31 March 2006, total outstanding 2002/2007 Warrants has been excluded in the computation of diluted losses per RM1.00 ordinary share for the Group, as their exercise to ordinary shares would not be dilutive. Accordingly, the diluted losses per share for the financial year ended 31 March 2006 is presented as equal to basic losses per share. 38. DIVIDENDS Amount 2007 RM'000 2006 RM'000 Net Dividends per Ordinary Share 2007 2006 sen sen Final 1% less 28% taxation, on 1,167,134,654 ordinary shares of RM1.00 each, declared in the financial year ended 31 March 2005 paid on 25 October 2005 – 8,403 – 0.72 ============================================================= 39. CAPITAL COMMITMENTS Group 2007 RM'000 Capital expenditure: Authorised and contracted for Authorised but not contracted for 104 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 2006 RM'000 74,820 3,865 15,217 11,384 ––––––––––––––––––––––––––––––––––––– 90,037 15,249 ============================= notes to the financial statements - 31 March 2007 40. COMMITMENTS AND CONTINGENCIES In the normal course of business, the Group makes various commitments and incur certain contingent liabilities with legal recourse to their customers. No material losses are anticipated as a result of these transactions. Risk weighted exposure of the Group as at end of the financial year are as follows: Group Direct credit substitutes Transaction-related contingent items Short-term self-liquidating trade-related contingencies Irrevocable commitments to extend credit: - maturity exceeding one year - maturity not exceeding one year Foreign exchange related contracts: - less than one year Underwriting liabilities Other commitments and contingencies Principal Amount RM'000 2007 Credit Equivalent Amount RM'000 RiskWeighted Amount RM'000 Principal Amount RM'000 2006 Credit Equivalent Amount RM'000 RiskWeighted Amount RM'000 346,911 346,911 302,322 366,235 366,235 325,954 732,621 366,311 345,469 917,406 458,703 351,381 137,397 27,479 27,469 334,976 66,995 66,192 396,208 198,104 198,104 219,222 109,611 109,611 5,536,659 – – 4,583,423 – – 585,023 27,000 18,458 13,500 4,363 13,500 765,338 18,000 17,127 9,000 4,513 9,000 211,643 – – 304,493 – – –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 7,973,462 970,763 891,227 7,509,093 1,027,671 866,651 ==================================================================================== The credit equivalent amount is arrived at using the credit conversion factor as per BNM guidelines. The foreign exchange related contracts are all forward contracts. Foreign exchange contracts are subject to market risk and credit risk. Market Risk Market risk is the potential change in value caused by movement in market rates or prices. The contractual amounts stated above provide only a measure of involvement in these types of transactions and do not represent the amounts subject to market risk. Exposure to market risk may be reduced through offsetting on and off-balance sheet positions. As at the end of the financial year, the amount of market risk is as follows: Group 2007 RM’000 Amount of contracts which were not hedged and hence, exposed to market risk 2006 RM’000 742 35,230 ============================= 105 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 40. COMMITMENTS AND CONTINGENCIES (cont’d) Credit Risk Credit risk arises from the possibility that a counterparty may be unable to meet the terms of a contract in which the Group has a gain position. This potential loss may increase or decrease over the life of the contracts, mainly as a function of maturity dates and market rates or prices. As at the end of the financial year, the amounts of credit risk are as follows: Group 2007 RM’000 Exposure to credit risk, measured in terms of cost to replace the profitable contracts 2006 RM’000 7,176 3,676 ============================= 41. FINANCIAL RISK MANAGEMENT POLICIES The Group manages risk within clearly defined guidelines that are approved by the Directors. In addition, the Board of Directors of the Group provide an independent oversight to ensure that risk management policies are complied with, through a framework of established controls and reporting process. The guidelines and policies adopted by the Group to manage the main risks that arise in the conduct of its business activities are as follows: (a) Credit Risk Credit Risk is the potential loss of revenue and/or principal arising from defaults by borrower or counterparties through business activities in lending, trading, investing and hedging. Exposure to credit risk may be categorised as primary or secondary. Primary exposure to credit risk arises from loans and advances. The credit exposure amount is represented by the carrying amount of loans and advances in the balance sheet. The lending activities in the Group are guided by the Group’s Credit Policies and Guidelines, in line with Best Practices in the Management of Credit Risk issued by Bank Negara Malaysia. These credit policies and guidelines also include an Internal Grading model adopted by the Group to grade its loan accounts according to its risk profile. On the other hand, secondary credit exposure may arise from financial transactions with counterparties (including interbank market activities, derivative instruments used for hedging and debt instruments) of which the amount of credit exposure in respect of these instruments is equal to the carrying amount of these assets in the balance sheet. This exposure is monitored on an on-going basis against predetermined counterparty limits. The credit exposure arising from off-balance sheet activities i.e. commitments and contingencies is set out in Note 40 to the financial statements. Credit risk arising from Treasury activities are managed by appropriate policies and supported by an Internal Treasury Risk Management Framework. 106 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 41. FINANCIAL RISK MANAGEMENT POLICIES (cont’d) (b) Liquidity Risk Liquidity risk refers to the Group’s ability to maintain adequate liquid assets so as to punctually meet its financial obligations and commitments upon maturity and at a reasonable cost. Liquidity risk is managed through the New Liquidity Framework issued by Bank Negara Malaysia and other internal policies and ALCO benchmarks. A contingency funding plan is also established by the Group as a forward-looking measure to ensure that liquidity risk can be addressed according to the degrees of key risk indicators, and which incorporates alternative funding strategies which are ready to be implemented on a timely basis to mitigate the impact of unforeseen adverse changes in liquidity in the market place. (c) Market Risk Market risk is the potential loss arising from the movement in the market rates or prices; the main components being the interest rate risk and foreign exchange risk. The Group has developed an Internal Treasury Risk Management Framework which includes policies and guidelines to manage market risk in general. Market risk arising from the trading activities is controlled by mark-to-market trading positions against pre-determined risk limits. The Group is also susceptible to exposure to market risk arising from changes in prices of the shares quoted on Bursa Malaysia Securities Berhad, which will directly impact the Group's balances due from clients and brokers. This risk is controlled by application of credit approvals, limits and monitoring procedures. (i) Interest Rate Risk As a subset of Market Risk, interest rate risk refers to the volatility in net interest income as a result of changes in the levels of interest rate and shifts in the composition of the assets and liabilities. Interest rate risk is managed through interest rate sensitivity gap analysis. The potential reduction in net interest income from an unfavourable interest rate movement is monitored against the risk tolerance limits set. The effects of changes in the levels of interest rates on the market value of securities are monitored closely and mark-to-market valuations are regularly reported to Management. (ii) Foreign Currency Exchange Risk Foreign exchange risk refers to the adverse movement in the exchange rates on the foreign exchange positions taken by the Group from time to time. Foreign exchange risk is managed using Value-at-Risk method. The foreign currency exchange open positions are regularly monitored against stop-loss limits. (d) Operational Risk Operational risk is the risk of loss resulting from inadequate or failed internal processes, people and systems or resulting from external events. Operational risk management identifies the inherent and residual risks in the Group's processes and activities, determines the causes of failure, assesses potential loss, and enhances controls to mitigate risk impacts. 107 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 41. FINANCIAL RISK MANAGEMENT POLICIES (cont’d) (d) Operational Risk (cont’d) While it is the responsibility of the individual business and support departments to manage their day-to-day operational risks, independent support, monitoring and reporting thereof is provided by the Operational Risk Management ("ORM") Department. Among the programs undertaken to manage operational risks are general scoping of bank-wide risks, developing key risk indicators for the various business and support groups, operational risk awareness internal workshops and seminars, reviews of documentation of the Groups' processes and procedures and addressing crisis via business continuity plans. To prepare for its Basel Capital Accord ("Basel II") year 2007 implementation of capital allocation for operational risk, the Group is currently gathering loss event data and developing its internal measurement approach formula. 42. INTEREST RATE RISK In macro terms, interest rate risk refers to the overall sensitivity of the Group’s earnings and/or economic values of the Group’s portfolio to changes in interest rates. Interest rate risk is managed through various risk management techniques including re-pricing gap, net interest income simulation and stress testing. The Group is exposed to various risks associated with the effects of fluctuations in the prevailing levels of market interest rates on its financial position and cash flows. The effect of changes in the levels of interest rates on the market value of securities are monitored regularly and the outcome of mark-to-market valuations are escalated to Management regularly. The table below summarises the effective interest rates at the balance sheet date and the periods in which the financial instruments will reprice or mature, whichever is the earlier. 108 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 42. INTEREST RATE RISK (cont’d) Non Trading Book Company 2007 Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non interest sensitive RM'000 Total RM'000 Effective interest rate % – – – – – – 4,762 4,762 – Assets Cash and short-term funds Deposits and placements with financial institutions Other assets Total assets 30,400 36,000 – – – – – 66,400 – – – – – – 1,585,207 1,585,207 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 30,400 36,000 – – – – 1,589,969 1,656,369 ====================================================================================== 3.51 – – – – 200,000 – – – 200,000 – – – – – – 3,802 3,802 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– – – – 200,000 – – 3,802 203,802 – – – – – – 1,452,567 1,452,567 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 4.58 – Liabilities Short-term borrowing Other liabilities Total liabilities Equity Total liabilities and equity On-balance sheet interest sensitivity gap Off-balance sheet interest sensitivity gap Total interest sensitivity gap – – – 200,000 – – 1,456,369 1,656,369 ====================================================================================== 30,400 36,000 – (200,000) – – 133,600 – – – – – – – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 30,400 36,000 – (200,000) – – 133,600 – ====================================================================================== 109 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 42. INTEREST RATE RISK (cont’d) Group 2007 Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non interest sensitive RM'000 Trading book RM’000 Effective interest Total rate RM'000 % 4,015,961 – – – – – 128,096 – 4,144,057 3.56 900 2,433,957 – 400 – – – – 2,435,257 3.45 Assets Cash and shortterm funds Deposits and placements with financial institutions Securities held-for-trading Securities available -for-sale Securities heldto-maturity Loans, advances and financing Balances due from clients and brokers Other non-interest sensitive balances Total assets – – – – – – – 14,978 14,978 16,316 562,735 226,979 108,674 935,029 198,923 – 4,327 2,052,983 4.40 573,233 698,124 80,828 181,087 841,884 34,869 20,056 – 2,430,081 3.55 11,140,288 210,101 274,231 – 13,310,628 7.23 371,837 131,908 – – 8.84 227,145 1,530,666 – – 977,880 (1,049,683)* – 17,322 521,067 – – – – – – 1,490,238 – 1,490,238 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 16,118,535 4,036,825 582,038 517,306 3,307,579 1,211,672 606,029 19,305 26,399,289 ===================================================================================================== Liabilities Deposits from customers 11,202,055 1,545,867 1,948,138 3,645,496 769,507 – – – 19,111,063 Deposits and placements of banks and other financial institutions 189,343 36,891 2,888 10,585 117,651 125,000 – – 482,358 Obligations on securities sold under repurchase agreements 2,010,098 – – – – – – – 2,010,098 Bills and acceptances payable 148,840 224,248 108,183 – – – – – 481,271 6.09% subordinated bonds – – – – 600,000 – – – 600,000 Recourse obligations on loans sold to Cagamas – – – 18,895 294,683 – – – 313,578 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total liabilities 13,550,336 1,807,006 2,059,209 3,674,976 1,781,841 125,000 – – 22,998,368 110 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 2.75 2.20 3.25 3.76 6.09 3.46 notes to the financial statements - 31 March 2007 42. INTEREST RATE RISK (cont’d) Group 2007 Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non interest sensitive RM'000 Trading book RM’000 Effective interest Total rate RM'000 % Total liabilities (cont’d) 13,550,336 1,807,006 2,059,209 3,674,976 1,781,841 125,000 – – 22,998,368 Balances due to clients and brokers 378,147 – – – – – 293 – 378,440 Short-term borrowing – – – 200,000 – – – – 200,000 Other non-interest sensitive balances – – – – – – 874,948 – 874,948 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total liabilities 13,928,483 1,807,006 2,059,209 3,874,976 1,781,841 125,000 875,241 – 24,451,756 Equity – – – – – – 1,942,722 – 1,942,722 Minority interest – – – – – – 4,811 – 4,811 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total liabilities and equity 13,928,483 1,807,006 2,059,209 3,874,976 1,781,841 125,000 2,822,774 – – 26,399,289 ===================================================================================================== On-balance sheet interest sensitivity gap 2,190,052 2,229,819 (1,477,171) (3,357,670) 1,525,738 1,086,672 (2,216,745) 19,305 – Off-balance sheet interest sensitivity gap – – – – – – – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total interest sensitivity gap 2,190,052 2,229,819 (1,477,171) (3,357,670) 1,525,738 1,086,672 (2,216,745) 19,305 – ===================================================================================================== 2.50 4.58 * Specific allowance and general allowance of the Group are classified under the non-interest sensitive column. 111 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 42. INTEREST RATE RISK (cont’d) Non Trading Book Company 2006 Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non interest sensitive RM'000 Total RM'000 Effective interest rate % – – – – – – 248 248 – Assets Cash and short-term funds Deposits and placements with financial institutions Other assets Total assets 1,700 26,650 – – – – – 28,350 – – – – – – 1,589,104 1,589,104 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,700 26,650 – – – – 1,589,352 1,617,702 ========================================================================================== 3.17 – – – – – 200,000 – – 200,000 – – – – – – 21,717 21,717 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– – – – – 200,000 – 21,717 221,717 – – – – – – 1,395,985 1,395,985 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 5.00 – Liabilities Long term borrowing Other liabilities Total liabilities Equity Total liabilities and equity – – – – 200,000 – 1,417,702 1,617,702 ========================================================================================== On-balance sheet interest sensitivity gap Off-balance sheet interest sensitivity gap Total interest sensitivity gap 1,700 P L A N T A T I O N S – – (200,000) – 171,650 – – – – – – – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,700 26,650 – – (200,000) – 171,650 – ========================================================================================== 112 M A L A Y S I A N 26,650 B E R H A D ( 6 6 2 7 - X ) – notes to the financial statements - 31 March 2007 42. INTEREST RATE RISK (cont’d) Group 2006 Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non interest sensitive RM'000 Trading book RM’000 Effective interest Total rate RM'000 % 2,460,832 – – – – – 136,627 – 2,597,459 3.19 1,700 1,132,184 – 400 – – – – 1,134,284 3.20 Assets Cash and shortterm funds Deposits and placements with financial institutions Securities held-for-trading Securities available -for-sale Securities heldto-maturity Loans, advances and financing Balances due from clients and brokers Other non-interest sensitive balances Total assets – – – – – – – 299,333 299,333 3.11 – 119,306 126,816 69,732 689,343 27,918 – 13,680 1,046,795 4.98 456,113 821,221 360,995 373,523 1,035,449 80,982 21,067 – 3,149,350 3.56 11,015,191 137,242 435,157 364,486 1,457,748 1,171,346 (1,031,548)* – 13,549,622 7.13 165,642 70,629 – – 9.75 – – – 15,325 251,596 – – – – – – 1,552,758 – 1,552,758 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 14,099,478 2,280,582 922,968 808,141 3,182,540 1,280,246 694,229 313,013 23,581,197 ==================================================================================================== – Liabilities Deposits from customers 10,255,142 2,003,906 1,825,808 2,969,211 612,154 – – – 17,666,221 Deposits and placements of banks and other financial institutions 356,715 173,470 10,580 14,473 78,960 136,808 – – 771,006 Obligations on securities sold under repurchase agreements 1,126,782 30,444 – – – – – – 1,157,226 Bills and acceptances payable 15,708 147,561 37,339 – – – – – 200,608 7.75% subordinated bonds – 535,000 – – – – – – 535,000 Recourse obligations on loans sold to Cagamas – 22,356 22,187 91,692 307,880 – – – 444,115 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total liabilities 11,754,347 2,912,737 1,895,914 3,075,376 998,994 136,808 – – 20,774,176 2.60 2.95 3.19 3.50 7.75 3.66 113 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 42. INTEREST RATE RISK (cont’d) Group 2006 Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non interest sensitive RM'000 Trading book RM’000 Effective interest Total rate RM'000 % Total liabilities (cont’d) 11,754,347 2,912,737 1,895,914 3,075,376 998,994 136,808 – – 20,774,176 Balances due to clients and brokers 169,642 – – – – – 212 – 169,854 Long term borrowing – – – – 200,000 – – – 200,000 Other non-interest sensitive balances – – – – – – 689,836 – 689,836 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total liabilities 11,923,989 2,912,737 1,895,914 3,075,376 1,198,994 136,808 690,048 – 21,833,866 Equity – – – – – – 1,742,305 – 1,742,305 Minority interest – – – – – – 5,026 – 5,026 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total liabilities and equity 11,923,989 2,912,737 1,895,914 3,075,376 1,198,994 136,808 2,437,379 – 23,581,197 ==================================================================================================== On-balance sheet interest sensitivity gap 2,175,489 (632,155) (972,946) (2,267,235) 1,983,546 1,143,438 (1,743,150) 313,013 – Off-balance sheet interest sensitivity gap – – – – – – – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Total interest sensitivity gap 2,175,489 (632,155) (972,946) (2,267,235) 1,983,546 1,143,438 (1,743,150) 313,013 – ==================================================================================================== * Specific allowance and general allowance of the Group are classified under the non-interest sensitive column. 114 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 2.00 5.00 – – – notes to the financial statements - 31 March 2007 43. CAPITAL ADEQUACY BNM guidelines on capital adequacy require the Alliance Banking group, to maintain an adequate level of capital to withstand any losses which may result from credit and other risks associated with financing operations. The capital adequacy ratio is computed based on the eligible capital in relation to the total risk-weighted assets as determined by BNM. The capital adequacy ratios of the Group are as follows:- Capital Ratios Core capital ratio Risk-weighted capital ratio 2007 % 2006 % 10.89 16.62 10.23 15.08 2007 RM'000 2006 RM'000 Components of Tier-I and Tier-II capital of the Group are as follows:- Tier-I capital Paid-up share capital Preference shares Share premium Retained profits Statutory reserves Other reserves Minority interests Less : Purchased goodwill/goodwill on consolidation Deferred tax assets Total Tier-I capital 596,517 596,517 2,000 2,000 399,517 399,517 504,137 421,593 511,450 481,432 10,035 10,035 4,810 5,026 ––––––––––––––––––––––––––––––––––––– 2,028,466 1,916,120 (304,149) (303,263) (120,303) (117,994) ––––––––––––––––––––––––––––––––––––– 1,604,014 1,494,863 ============================= Tier-II capital Subordinated bonds General allowance for bad and doubtful debts and financing Total Tier-II capital Total capital/capital base 600,000 502,499 244,249 206,388 ––––––––––––––––––––––––––––––––––––– 844,249 708,887 ============================= 2,448,263 2,203,750 ============================= 115 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 43. CAPITAL ADEQUACY (cont’d) Analysis of the Group's risk weighted assets in the various categories of risk-weighted are as follows:2007 Notional RM'000 0% 10% 20% 50% 100% Risk-weighted assets for market risk Risk-weighted assets for counterparty risk Total Risk Weighted Assets RiskWeighted RM'000 2006 Notional RM'000 RiskWeighted RM'000 7,803,143 – 5,179,157 – 153,335 15,334 602,049 60,205 3,028,275 605,655 2,464,529 492,906 4,026,518 2,013,259 3,655,582 1,827,791 12,026,987 12,026,987 12,139,466 12,139,466 – 46,767 – 95,766 – 18,437 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––– 27,038,258 14,726,439 24,040,783 14,616,134 ============================================================= 44. LEASE COMMITMENTS The subsidiaries have lease commitments in respect of equipment on hire and premises, all of which are classified as operating leases. A summary of the non-cancellable long term commitments is as follows: Group 2007 RM’000 Within one year Between one and five years More than five years 2006 RM’000 25,200 25,301 36,020 34,170 – 8,345 ============================= The operating leases for the subsidiaries' other premises typically run for a initial period of three years with options for renewal. These leases are cancellable but are usually renewed upon expiry or replaced by leases on other properties. Future minimum lease commitments are anticipated to be not less than the rental expense for 2007. 116 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 45. SIGNIFICANT RELATED PARTY TRANSACTIONS In addition to related party transaction disclosed elsewhere in the financial statements, set out below are the Group's and the Company's other significant related party transactions. Group Company 2007 2006 2007 2006 Transactions RM'000 RM'000 RM'000 RM'000 Subsidiaries Interest income Affiliated companies Facility agent fees Treasury and Commercial fees Purchase and maintenance of Automated Debt Collection and Recovery System Fund management fees Purchase of unit trust (i) – – 1,233 955 – 13 – – 46 – – – 4,334 – – – 1,548 – – – 246 – – – ============================================================= The above transactions have been entered into in the normal course of business based on negotiated and mutually agreed terms, and have been established on terms and conditions that are not materially different from those obtainable in transactions with unrelated parties. (ii) The affiliated companies refer to the group of companies within a substantial corporate shareholder of the Company. The transactions with affiliated companies are aggregated because these transactions are similar in nature and no single transaction is significant enough to warrant separate disclosure. 46. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The carrying amounts and the fair value of the financial assets and liabilities of the Group and of the Company are as follows: 2007 2006 Carrying Carrying Amount Fair Value Amount Fair Value Group RM'000 RM'000 RM'000 RM'000 Financial assets Cash and short-term funds Deposits and placements with financial institutions Securities held-for-trading Securities available-for-sale Securities held-to-maturity Loans, advances and financing Balances due from clients and brokers 4,144,057 4,144,057 2,597,459 2,597,459 2,435,257 2,435,257 1,134,284 1,134,284 14,978 14,978 299,333 299,333 2,052,983 2,052,983 1,046,795 1,046,795 2,430,081 2,511,674 3,149,350 3,211,174 13,310,628 13,560,191 13,549,622 13,737,861 521,067 521,067 251,596 251,596 ============================================================= 117 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 46. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (cont’d) The carrying amounts and the fair value of the financial assets and liabilities of the Group and of the Company are as follows: (cont’d) 2007 2006 Carrying Carrying Amount Fair Value Amount Fair Value Group RM'000 RM'000 RM'000 RM'000 Financial liabilities Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Recourse obligations on loans sold to Cagamas Bills and acceptances payable Balances due to clients and brokers Subordinated Bonds Short/long term borrowing 19,111,063 19,038,970 17,666,221 17,604,970 482,358 471,195 771,006 760,100 2,010,098 2,010,098 1,157,226 1,157,226 313,578 297,265 444,115 418,571 481,271 481,271 200,608 200,608 378,440 378,440 169,854 169,854 600,000 600,000 535,000 535,000 200,000 200,000 200,000 200,000 ============================================================= Company Financial assets Cash and short-term funds Deposits and placements with financial institutions 4,762 4,762 248 248 66,400 66,400 28,350 28,350 ============================================================= Financial liability Short/Long term borrowing 200,000 200,000 200,000 200,000 ============================================================= Note : The fair value of the other assets and other liabilities, which are considered short term in nature, are estimated to be approximately their carrying values. The methods and assumptions used in estimating the fair values of financial instruments are as follows:(i) Cash and short-term funds The carrying amounts approximate fair values due to the relatively short maturity of the financial instruments. (ii) Deposits and placements with financial institutions The fair values of these financial instruments with remaining maturity of less than one year approximate their carrying amounts due to the relatively short maturity of the financial instruments. For those financial instruments with maturity of more than one year, the fair values are estimated based on discounted cash flows using applicable prevailing market rates for placements of similar credit risk and similar remaining maturity as at the balance sheet date. (iii) Securities held-for-trading, Securities available-for-sale and Securities held-to-maturity 118 M A L A Y S I A N The fair values are estimated based on quoted or observable market prices at the balance sheet date. Where such quoted or observable market prices are not available, the fair values are estimated using pricing models or discounted cash flow techniques. Where discounted cash flow technique is used, the expected future cash flows are discounted using prevailing market rates for a similar instrument at the balance sheet date. P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 46. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (cont’d) (iv) Loans, advances and financing The fair values of fixed rate loans with remaining maturity of less than one year and variable rate loans are estimated to approximate their carrying values. For fixed rate loans and Islamic financing with remaining maturity of more than one year, the fair values are estimated based on expected future cash flows of contractual instalment payments and discounted at applicable prevailing rates at balance sheet date offered to new borrowers with similar credit profiles. In respect of non-performing loans, the fair values are deemed to approximate the carrying values, net of specific allowance for bad and doubtful debts and financing. (v) Deposits from customers The fair values of deposit liabilities payable on demand (demand and savings deposits), or deposits with maturity of less than one year are estimated to approximate their carrying amounts. The fair values of fixed deposits with remaining maturities of more than one year are estimated based on expected future cash flows discounted at applicable prevailing rates offered for deposits of similar remaining maturities. The fair values of Islamic deposits are deemed to approximate their carrying amounts as profit rates are determined at the end of their holding periods based on the profit generated from the assets invested. For negotiable instruments of deposits, the fair values are estimated based on quoted or observable market prices as at the balance sheet date. Where such quoted or observable market prices are not available, the fair values of negotiable instruments of deposits are estimated using the discounted cash flow technique. (vi) Deposits and placements of banks and other financial institutions, Obligations on securities sold under repurchase agreements and Bills and acceptances payable The carrying values of these financial instruments with remaining maturity of less than one year approximate their carrying amounts due to the relatively short maturity of the financial instruments. (vii) Recourse obligations on loans sold to Cagamas The fair values of recourse obligations on loans sold to Cagamas are determined based on the discounted cash flows of future instalment payments at applicable prevailing Cagamas rates as at the balance sheet date. (viii) Long-term borrowing The fair value of long term borrowing which approximates that of the carrying value, is estimated by discounting the expected future cash flows using the current interest rate. (ix) Subordinated Bonds The fair value of the Subordinated Bonds is estimated based on discounted cash flow techniques using a current yield curve appropriate for the remaining term to maturity. (x) Foreign exchange related contracts The carrying values of the foreign exchange related contracts being mark-to-market values, are reasonable estimates of their fair value. (xi) Lending-related commitments The unfunded portion of commitments to extend credit as well as standby and other letters of credit are stated at their carrying amounts, considering that estimating their fair value is not practicable within the constraints of timeliness or cost to determine with sufficient reliability. A N N U A L R E P O R T 119 2 0 0 7 notes to the financial statements - 31 March 2007 46. FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (cont’d) (xii) Balances due from/due to clients and brokers The carrying amounts are reasonable estimates of the fair values because of their short tenor. 47. SEGMENTAL REPORTING 31 March 2007 Commercial Banking RM'000 REVENUE External revenue Inter-segment revenue Investment Banking RM'000 Inter-segment eliminations/ Stockbroking consolidation and others adjustments Consolidated RM'000 RM'000 RM'000 1,296,984 98,234 65,876 – 1,461,094 11,086 465 11,276 (22,827) – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,308,070 98,699 77,152 (22,827) 1,461,094 ============================================================================= Total revenue RESULTS Segment results Unallocated corporate expenses Profit from operations Finance costs Allowance for losses on loans, advances and financing Impairment loss net of write-back Profit before taxation Taxation Zakat Profit after taxation Minority interests Net profit for the year 120 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 452,367 24,344 49,226 (45,594) 480,343 – ––––––––––– 480,343 (50,115) (289,619) 10,203 ––––––––––– 150,812 (43,419) (30) ––––––––––– 107,363 (105) ––––––––––– 107,258 ============= notes to the financial statements - 31 March 2007 47. SEGMENTAL REPORTING (cont’d) 31 March 2007 Commercial Banking RM'000 Investment Banking RM'000 Stockbroking and others RM'000 23,453,933 1,996,864 458,969 – 25,909,766 158,683 330,840 ––––––––––––– 26,399,289 ============== 22,269,386 1,543,744 629,617 – 24,442,747 9,009 ––––––––––––– 24,451,756 ============== 50,326 14,450 13,447 360,398 1,018 1,316 245 18,920 1,048 2,263 617 – – – – – 52,392 18,029 14,309 379,318 ============== Eliminations Consolidated RM'000 RM'000 Assets Segment assets Unallocated corporate assets Intangible assets Liabilities Segment liabilities Unallocated corporate liabilities Other information Capital expenditure Depreciation Amortisation of intangible assets Other non-cash expenses 121 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 47. SEGMENTAL REPORTING (cont’d) 31 March 2006 Commercial Banking RM'000 REVENUE External revenue Inter-segment revenue Investment Banking RM'000 Inter-segment eliminations/ Stockbroking consolidation and others adjustments Consolidated RM'000 RM'000 RM'000 1,144,552 97,981 48,156 (7,435) 1,283,254 – – 20,997 (20,997) – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,144,552 97,981 69,153 (28,432) 1,283,254 ============================================================================= Total revenue RESULTS Segment results Unallocated corporate expenses Profit from operations Finance costs Allowance for losses on loans, advances and financing Impairment loss net of write-back Loss before taxation Taxation Loss after taxation Minority interests Net loss for the year 122 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 383,145 23,410 22,384 (28,178) 400,761 – ––––––––––– 400,761 (69,425) (598,077) (16,378) ––––––––––– (283,119) 81,695 ––––––––––– (201,424) (386) ––––––––––– (201,810) ============= notes to the financial statements - 31 March 2007 47. SEGMENTAL REPORTING (cont’d) 31 March 2006 Commercial Banking RM'000 Investment Banking RM'000 Stockbroking and others RM'000 20,792,573 1,848,414 450,100 – 23,091,087 180,744 309,366 ––––––––––––– 23,581,197 ============== 19,749,758 1,667,286 407,768 – 21,824,812 9,054 ––––––––––––– 21,833,866 ============== 23,418 15,939 25,728 569,244 448 2,448 444 43,204 1,152 4,590 4,557 1,634 – – – – 25,018 22,977 30,729 614,082 ============== Eliminations Consolidated RM'000 RM'000 Assets Segment assets Unallocated corporate assets Intangible assets Liabilities Segment liabilities Unallocated corporate liabilities Other information Capital expenditure Depreciation Amortisation of intangible assets Other non-cash expenses 48. CHANGES IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31 March 2007. As indicated in Note 2, other than FRS 3, 101, 116, 136 and 138, the adoption of FRS 2, 5, 108, 110, 121, 127, 128, 132, 133 and 140 does not have any significant financial impact on the Group. The impact resulting from changes in accounting policies arising from the adoption of FRS 3, 101, 116, 136 and 138 are summarised below: (a) FRS 101 Presentation of Financial Statements The adoption of the revised FRS 101 has affected the presentation of minority interest and other disclosures. Minority interest is now presented within total equity in the consolidated balance sheet and as an allocation of the total profit for the year in the consolidated income statement. The movement of minority interest is now presented in the consolidated statement of changes in equity. These changes in presentation have been applied retrospectively and have no financial impact on the Group's financial statements. 123 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 48. CHANGES IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS (cont’d) (b) FRS 3 Business Combinations, FRS 136 Impairment of Assets and FRS 138 Intangible Assets The adoption of FRS 3 Business Combinations and the consequential changes to FRS 136 Impairment of Assets and FRS 138 Intangible Assets, has resulted in a change in the accounting policy relating to purchased goodwill, negative goodwill and computer software. Prior to 1 April 2006, goodwill was amortised on a straight-line basis over its estimated useful life of 20 years and at each balance sheet date, the Group assessed if there is any indication of impairment of the cash-generating unit in which the goodwill is attached to. The adoption of these new FRSs has resulted in the Group ceasing annual amortisation of goodwill. Instead, goodwill is allocated to cash-generating units and the carrying amount is tested annually for impairment, or more frequently if events or changes in circumstances indicate that it might be impaired. Goodwill impairment is determined by comparing its carrying amount against its recoverable amount in accordance with FRS 136. Any impairment loss is recognised in the income statement and subsequent reversal is not allowed. This change in accounting policies has been accounted for prospectively for business combinations where the agreement date is on or after 1 April 2006. For business combinations entered into prior to that date, the transitional provisions of FRS 3 requires the Group to eliminate the carrying accumulated amortisation as at 1 April 2006 of RM69,922,000 against the carrying amount of goodwill. The resulting carrying amount of goodwill for the Group as at 1 April 2006 of RM303,263,000 ceased to be amortised thereafter. With the adoption of FRS 3, this has the effect of reducing the amortisation charge of the Group by RM19,706,000 for the financial year ended 31 March 2007. No impairment loss on goodwill has been recognised in the financial year ended 31 March 2007. Negative goodwill represents the excess in fair value of the net identifiable assets acquired over the cost of the acquisition, is now recognised immediately in the income statement. Prior to 1 April 2006, negative goodwill was amortised over the weighted average useful life of the non-monetary assets acquired. As at 1 April 2006, the carrying amount of negative goodwill for the Group totaling RM33,086,000 was adjusted to retained profit/(loss) brought forward. This has the effect of reducing the write back of negative goodwill recognised in the Group income statement by RM2,191,000 for the financial year ended 31 March 2007. Similarly, the reserve on consolidation of RM9,125,000 from capital reserve was reclassified to retained profit/(loss) brought forward with the adoption of FRS 3. The adoption of FRS 138 has resulted in the change in accounting policy for intangible assets relating to computer software restrospectively. In accordance with FRS 138, the Group had segregated and reclassified those computer software that does not form an integral part of the related hardware as intangible assets. The segregation was made in the cost and accumulated depreciation of the said computer software for current and previous financial year. The change in accounting policy did not affect the recognition and measurement of the Group's computer software but has resulted in reclassification of prior year comparatives as disclosed in Note 14 and Note 15. (c) FRS 116 Property, Plant and Equipment FRS 116 Property, Plant and Equipment requires the review of the residual value and remaining useful life of an item of property, plant and equipment at least at each financial year end. The Group have now revised the motor vehicle's estimated useful live and its residual value with effect from 1 April 2006, as follows: (i) The useful live is now revised from 5 years to the range of 6 to 8 years according to their model; and (ii) The residual value is now estimated at the range of 15% to 50% of the original cost instead of zero value at the end of useful lives, by referring to the automobile magazine published in Malaysia. 124 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 48. CHANGES IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS (cont’d) (c) FRS 116 Property, Plant and Equipment (cont’d) FRS 116 also requires the re-instatement cost to be recognised as part of the property, plant and equipment and depreciated according to the estimated useful life. The useful life is estimated to be at 5 years and zero residual value at the end of the useful life. The above revisions were accounted for prospectively as a change in accounting estimates and as a result, the depreciation charges of the Group for the financial year ended 31 March 2007 have been reduced by RM732,000. The changes in accounting policies as described above were adjusted to the opening retained profit/(loss) and capital reserves of the Group are as follows: Group 2007 RM’000 Effects on retained profits: At 1 April, as previously stated (173,680) Effects of adopting FRS 3 - Business Combinations 42,211 ––––––––––––– At 1 April, as restated (131,469) ============== Effects on capital reserves: At 1 April, as previously stated 16,138 Effects of adopting FRS 3 - Business Combinations (9,125) ––––––––––––– At 1 April, as restated 7,013 ============== (d) Comparative Figures The presentation and classifications of items in the current year's financial statements are consistent with the previous financial year except for the following comparative figures which have been restated for the effects of adopting the above change in accounting policies: Group As previously As reported restated RM’000 RM’000 Balance Sheet as at 31 March 2006 Loans, advances and financing Other assets Property, plant and equipment Goodwill Intangible assets 13,537,001 13,549,622 181,890 169,269 152,865 114,562 271,063 – – 309,366 ============================= Income Statement for the year ended 31 March 2006 Operating revenue Other operating income Net income Other operating expenses 1,300,815 1,283,254 196,707 201,576 763,044 768,413 (413,708) (437,077) ============================= A N N U A L R E P O R T 125 2 0 0 7 notes to the financial statements - 31 March 2007 49. OTHER SIGNIFICANT EVENTS (a) Proposed Issuance of Commercial Papers/Medium Term Notes Programme of RM300 Million On 21 June 2006, the Company announced its proposal to undertake an issuance of Commercial Papers (“CP”)/Medium Term Notes (“MTN”) Programme of RM300 Million. The Programme has a tenure of seven (7) years from the date of the first issuance of the CP/MTN. The Company may issue CPs with maturities of one (1), two (2), three (3), six (6), nine (9) or twelve (12) months and/or MTN with maturities of more than one (1) year and up to seven (7) years. The Programme will be unsecured except for the following: (i) Special First Issuance of CP/MTN of nominal value of RM200 million where the said CP/MTN will be secured against a Standby Letter of Credit/Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch; (ii) CPs up to the nominal value of RM100 million where the said CPs will be secured against a Standby Letter of Credit/Bank Guarantee to be issued by DBS Bank Ltd, Labuan Branch. The proceeds to be raised will be utilised to refinance existing borrowing of the Company and to meet working capital and/or funding requirements of the Company and its subsidiaries. On 18 September 2006, the Company announced the issuance of RM200 million Commercial Papers out of the RM300 million Commercial Papers/Medium Term Notes Programme. The proceeds from the issuance was used to repay the existing term loan of RM200 million. (b) Completion of Establishment of Investment Bank subsidiary On 30 June 2006, AIBB, a wholly-owned subsidiary of Alliance Bank obtained a joint approval from Bank Negara Malaysia and the Securities Commission for the proposed rationalisation of the merchant banking business and the stockbroking business of Kuala Lumpur City Securities Sdn. Bhd. ("KLCS") to transform into an Investment Bank. On 8 August 2006, AIBB changed its name from Alliance Merchant Bank Berhad to its present name. On 28 December 2006, the High Court of Malaya at Kuala Lumpur granted a vesting order to vest the business, assets and liabilities of KLCS to AIBB and on 30 December 2006, the business, assets and liabilities of KLCS were vested into AIBB pursuant to the said order of the High Court of Malaya. With the completion of this integration exercise, AIBB had completed its transformation into an Investment Bank in accordance with the Guidelines on Investment Banks issued jointly by Bank Negara Malaysia and Securities Commissions dated 1 July 2005. Subsequent to the vesting of stockbroking business to AIBB, KLCS has become a dormant company and changed its name to KLCS Sdn. Bhd. with effect from 4 January 2007. 50. EVENTS SUBSEQUENT TO BALANCE SHEET DATE Rationalisation of the unit trust management business of Alliance Unit Trust Management Berhad ("AUTM") and the asset management business of Alliance Capital Asset Management Sdn. Bhd. ("ACAM") ("Rationalisation Exercise") Pursuant to a Vesting Order granted by the High Court of Malaya at Kuala Lumpur on 28 March 2007, the asset management business of ACAM, a 70% subsidiary of Alliance Investment Bank Berhad, was vested to AUTM, a 70% subsidiary of Alliance Bank Malaysia Berhad, on 2 April 2007. 126 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 50. EVENTS SUBSEQUENT TO BALANCE SHEET DATE (cont’d) On 4 April 2007, AUTM changed its name to Alliance Investment Management Berhad and on 7 June 2007, ACAM was placed under Members' Voluntary Winding Up pursuant to Section 254 of the Companies Act, 1965. Expiry of Warrants The 2002/2007 Warrants of the Company had expired on 8 June 2007. The issued and paid up share capital of the Company has increased to RM1,548,105,929 comprising 1,548,105,929 ordinary shares of RM1.00 each fully paid. There were 2,013,228 warrants not exercised by the expiry date and have accordingly lapsed. 51. ISLAMIC BANKING BUSINESS BALANCE SHEET AS AT 31 MARCH 2007 Group Note 2007 RM’000 2006 RM’000 ASSETS Cash and short-term funds Deposits and placements with financial institutions Securities held-to-maturity Securities available-for-sale Financing, advances and other loans Other assets Statutory deposits with Bank Negara Malaysia Deferred tax assets Property, plant and equipment Intangible assets (a) (b) (c) (d) (e) (f) (g) (h) (i) TOTAL ASSETS 401,305 404,051 40,000 30,000 480,657 542,192 155,795 187,180 2,085,780 1,997,204 42,544 9,347 73,178 76,520 14,105 15,678 227 178 337 68 ––––––––––––––––––––––––––––––––––––– 3,293,928 3,262,418 ============================= LIABILITIES AND ISLAMIC BANKING FUNDS Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Bills and acceptances payable Other liabilities Provision for taxation (j) (k) (l) TOTAL LIABILITIES Islamic Banking Funds Reserves TOTAL LIABILITIES AND ISLAMIC BANKING FUNDS COMMITMENTS AND CONTINGENCIES (t) 1,941,744 1,854,759 161,505 317,035 88,722 14,417 71 – 92,038 153,203 58,907 35,514 ––––––––––––––––––––––––––––––––––––– 2,342,987 2,374,928 ––––––––––––––––––––––––––––––––––––– 792,100 792,100 158,841 95,390 ––––––––––––––––––––––––––––––––––––– 3,293,928 3,262,418 ============================= 335,568 536,850 ============================= The accompanying notes form an integral part of the financial statements. 127 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) INCOME STATEMENT FOR THE YEAR ENDED 31 MARCH 2007 Group Note Income derived from investment of depositors' funds and financial institutions Allowance for losses on financing, advances, and other loans Transfer from/(to) profit equalisation reserve (m) (n) Total attributable income Income attributable to the depositors and financial institutions (o) Income attributable to the reporting institutions Income derived from investment of Islamic Banking funds (p) Total net income Other operating expenses Impairment loss (q) Profit before taxation and zakat Tax expense and zakat Profit after taxation and zakat Net income from Islamic banking business stated in the consolidated income statements is derived from :Income derived from investment of depositors' funds and financial institutions Tranfer from/(to) profit equalisation reserve Income attributable to depositors and financial institutions Income derived from investment of Islamic Banking funds The accompanying notes form an integral part of the financial statements. 128 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) (r) 2007 RM’000 2006 RM’000 139,444 96,018 (43,866) (17,082) 5,778 (11,188) ––––––––––––––––––––––––––––––––––––– 101,356 67,748 (60,291) (46,630) ––––––––––––––––––––––––––––––––––––– 41,065 21,118 50,104 38,557 ––––––––––––––––––––––––––––––––––––– 91,169 59,675 (3,091) (3,312) – (3,376) ––––––––––––––––––––––––––––––––––––– 88,078 52,987 (24,965) (14,250) ––––––––––––––––––––––––––––––––––––– 63,113 38,737 ============================= 139,444 96,018 5,778 (11,188) (60,291) (46,630) 50,104 38,557 ––––––––––––––––––––––––––––––––––––– 135,035 76,757 ============================= notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) STATEMENT OF CHANGES IN ISLAMIC BANKING FUNDS FOR THE YEAR ENDED 31 MARCH 2007 Capital funds RM'000 Revaluation reserves RM'000 Retained profit RM'000 Total RM'000 56,295 – 38,737 127,154 721,100 38,737 GROUP At 1 April 2005 Additional funds allocated from head office Net profit for the year Unrealised net gain on revaluation of securities available-for-sale At 31 March 2006 At 1 April 2006 Net profit for the year Unrealised net gain on revaluation of securities available-for-sale At 31 March 2007 71,000 721,100 – (141) – – – 499 – 499 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 792,100 358 95,032 887,490 ============================================================= 792,100 358 95,032 887,490 – – 63,113 63,113 – 338 – 338 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 792,100 696 158,145 950,941 ============================================================= The accompanying notes form an integral part of the financial statements. 129 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 MARCH 2007 Group 2007 RM’000 2006 RM’000 88,078 52,987 CASH FLOWS FROM OPERATING ACTIVITIES Profit before taxation Adjustments for:Accretion of discount less amortisation of premium of securities held-to-maturity Accretion of discount less amortisation of premium of securities available-for-sale Impairment loss net of write-back Depreciation of property, plant and equipment Amortisation of computer software Income from securities held-to-maturity Income from securities available-for-sale Profit Equalisation Reserve Allowance for bad and doubtful debts (net of recoveries) Operating profit before working capital changes Changes in working capital: Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Bills and acceptance payable Other liabilities Financing, advances and other loans Statutory deposits with Bank Negara Malaysia Other assets Cash used in operations Tax paid Net cash used in operating activities 130 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) (16,393) (11,494) – (853) – 3,376 90 86 42 21 (8,442) (7,119) (8,129) (8,206) (5,778) 11,188 43,774 17,082 ––––––––––––––––––––––––––––––––––––– 93,242 57,068 86,987 727,437 (155,531) (74,346) 74,305 14,417 71 – (55,390) 54,779 (132,320) (889,109) 3,343 (76,520) (33,226) (410) ––––––––––––––––––––––––––––––––––––– (118,519) (186,684) (30) (164) ––––––––––––––––––––––––––––––––––––– (118,549) (186,848) ––––––––––––––––––––––––––––––––––––– notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) CASH FLOW STATEMENTS FOR THE YEAR ENDED 31 MARCH 2007 (cont’d) Group 2007 RM’000 2006 RM’000 CASH FLOWS FROM INVESTING ACTIVITIES Income from securities held-to-maturity Income from securities available-for-sale Purchase of property, plant and equipment Purchase of intangible asset Purchase of securities held-to-maturity, net of sale proceeds Purchase of securities available-for-sale, net of sale proceeds Net cash generated from/(used in) investing activities 8,442 7,119 8,129 8,206 (138) (12) (312) (3) 77,927 (120,953) 31,755 (44,247) ––––––––––––––––––––––––––––––––––––– 125,803 (149,890) ––––––––––––––––––––––––––––––––––––– CASH FLOWS FROM FINANCING ACTIVITY Funds allocated to Islamic banking Net cash generated from financing activities NET INCREASE IN CASH AND CASH EQUIVALENTS CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR CASH AND CASH EQUIVALENTS AT END OF YEAR – 721,100 ––––––––––––––––––––––––––––––––––––– – 721,100 ––––––––––––––––––––––––––––––––––––– 7,254 384,362 434,051 49,689 ––––––––––––––––––––––––––––––––––––– 441,305 434,051 ============================= Cash and cash equivalents comprise the following:Cash and short-term funds Deposits and placements with financial institutions 401,305 404,051 40,000 30,000 ––––––––––––––––––––––––––––––––––––– 441,305 434,051 ============================= The accompanying notes form an integral part of the financial statements. 131 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (a) CASH AND SHORT-TERM FUNDS Group 2007 RM’000 Cash and balances with banks and other financial institutions Money at call and deposit placements maturing within one month 2006 RM’000 30,245 50,051 371,060 354,000 ––––––––––––––––––––––––––––––––––––– 401,305 404,051 ============================= (b) DEPOSITS AND PLACEMENTS WITH FINANCIAL INSTITUTIONS Bank Negara Malaysia 40,000 30,000 ––––––––––––––––––––––––––––––––––––– 40,000 30,000 ============================= (c) SECURITIES HELD-TO-MATURITY At amortised cost Money Market Instruments:Malaysian Government investment certificates Bank Negara Malaysia bills Bankers acceptances Commercial papers Khazanah bonds Quoted securities:Debt securities Unquoted securities:Private debt securities Accumulated impairment losses (i) Market value of money market instruments and quoted securities: Malaysian Government investment certificates Bank Negara Malaysia bills Bankers acceptances Commercial papers Khazanah bonds Quoted debt securities (ii) The maturity structure of money market instruments held are as follows: Within one year One year to three years Three years to five years Over five years 132 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 140,931 – 55,026 – 169,482 127,395 24,775 31,972 19,682 192,826 14,990 14,970 103,604 133,948 ––––––––––––––––––––––––––––––––––––– 484,033 545,568 (3,376) (3,376) ––––––––––––––––––––––––––––––––––––– 480,657 542,192 ============================= 140,249 127,555 – 24,775 54,759 31,962 – 19,685 99,389 192,729 – 15,897 ============================= 157,729 105,755 174,476 222,948 33,234 60,077 – 7,870 ––––––––––––––––––––––––––––––––––––– 365,439 396,650 ============================= notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (d) SECURITIES AVAILABLE-FOR-SALE Group At fair value Money Market Instruments:Negotiable instruments of deposits Malaysian Islamic Treasury Bills General Investment Instruments Unquoted debt securities:Debt securities 2007 RM’000 2006 RM’000 9,945 – 85,307 – 54,024 – 60,543 133,156 ––––––––––––––––––––––––––––––––––––– 155,795 187,180 ============================= (e) FINANCING, ADVANCES AND OTHER LOANS (i) By type: Cash line financing Term loans/financing - Housing loans/financing - Hire purchase receivables - Lease receivables - Other term loans/financing Bills receivable Trust receipts Claims on customers under acceptance credits Staff loans Revolving credits Unearned income Gross financing, advances and other loans Allowance for bad and doubtful debts and financing - Specific - General Total net financing, advances and other loans 32,468 20,029 417,879 205,124 824,321 809,960 24,000 51,946 1,214,414 1,178,433 4,362 9,607 6,317 94 116,210 95,799 32,242 18,329 196,090 179,341 ––––––––––––––––––––––––––––––––––––– 2,868,303 2,568,662 (693,580) (521,840) ––––––––––––––––––––––––––––––––––––– 2,174,723 2,046,822 (55,045) (19,014) (33,898) (30,604) ––––––––––––––––––––––––––––––––––––– 2,085,780 1,997,204 ============================= (ii) By maturity structure: Within one year One year to three years Three years to five years Over five years Gross financing, advances and other loans 415,429 373,528 350,355 297,001 501,555 436,777 907,384 939,516 ––––––––––––––––––––––––––––––––––––– 2,174,723 2,046,822 ============================= 133 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (e) FINANCING, ADVANCES AND OTHER LOANS (cont’d) Group 2007 RM’000 2006 RM’000 (iii) By contract: Bai Bithaman Ajil (deferred payment sale) Ijarah Thamma Ai-Bai/AITAB (finance lease) Murabahah (cost-plus) Qard (benevolent loan) Bai Al-Dayn (debt trading) Al-Dai Inah Others Gross financing, advances and other loans 961,566 1,020,409 742,303 741,158 288,555 259,392 1,237 1,543 29,080 24,320 147,631 – 4,351 – ––––––––––––––––––––––––––––––––––––– 2,174,723 2,046,822 ============================= (iv) By type of customer: Domestic non-bank financial institutions - Others Domestic business enterprises - Small and medium enterprises - Others Government and statutory bodies Individuals Other domestic entities Foreign entities Gross financing, advances and other loans 149 1,990 738,968 731,905 548,018 680,118 2,343 2,250 880,808 628,277 638 – 3,799 2,282 ––––––––––––––––––––––––––––––––––––– 2,174,723 2,046,822 ============================= (v) By profit rate sensitivity: Fixed rate - Housing loans/financing - Hire purchase receivables - Other fixed rate loans/financing Variable rate - Base lending rate plus - Cost plus - Other variable rates Gross financing, advances and other loans 134 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 101,947 714,534 769,870 82,552 690,313 893,600 250,309 102,023 315,797 230,550 22,266 47,784 ––––––––––––––––––––––––––––––––––––– 2,174,723 2,046,822 ============================= notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (e) FINANCING, ADVANCES AND OTHER LOANS (cont’d) Group 2007 RM’000 2006 RM’000 Purchase of securities Purchase of transport vehicles Purchase of landed property 28,846 728,765 570,189 68,015 694,142 576,018 of which: - Residential - Non-residential 171,004 399,185 102,375 473,643 (vi) By economic sectors: Purchase fixed assets Personal use Construction Working capital Others Gross financing, advances and other loans 18,601 17,470 161,603 2,979 54,202 41,884 503,656 490,285 108,861 156,029 ––––––––––––––––––––––––––––––––––––– 2,174,723 2,046,822 ============================= (vii) Movement in non-performing financing, advances and other loans ("NPF") including income receivable are as follows: At beginning of year Non-performing during the year Reclassified as performing during the year Recoveries Amount written off At end of year Specific allowance Net non-performing financing, advances and other loans Net NPF as a % of gross financing, advances and other loans less specific allowance 59,775 42,102 192,347 59,303 (158,990) (38,559) (3,604) (2,719) (4,418) (352) ––––––––––––––––––––––––––––––––––––– 85,110 59,775 (55,045) (19,014) ––––––––––––––––––––––––––––––––––––– 30,065 40,761 ============================= 1.4% 2.0% ============================= 135 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (e) FINANCING, ADVANCES AND OTHER LOANS (cont’d) (viii) Movements in the allowance for bad and doubtful debts and financing are as follows: Group 2007 RM’000 General Allowance At beginning of year Allowance made during the year Amount written back At end of year As % of total financing less specific allowance Specific Allowance At beginning of year Allowance made during the year Amount written back in respect of recoveries Amount written off At end of year 2006 RM’000 30,604 17,817 8,934 14,759 (5,640) (1,972) ––––––––––––––––––––––––––––––––––––– 33,898 30,604 ============================= 1.6% 1.5% ============================= 19,014 15,143 74,068 6,539 (33,619) (2,316) (4,418) (352) ––––––––––––––––––––––––––––––––––––– 55,045 19,014 ============================= (ix) NPL/NPF By sector: Purchase of transport vehicles Purchase of landed property of which: - Residential - Non-residential Personal use Construction Working capital Others Gross non-performing financing, advances and other loans 43,391 12,485 25,294 12,398 8,986 3,499 8,402 3,996 841 104 208 1,127 16,685 20,852 11,500 – ––––––––––––––––––––––––––––––––––––– 85,110 59,775 ============================= (f) OTHER ASSETS Group 2007 RM’000 Other debtors, deposits and prepayments Income receivable 136 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 2006 RM’000 39,183 5,733 3,361 3,614 ––––––––––––––––––––––––––––––––––––– 42,544 9,347 ============================= notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (g) DEFERRED TAX ASSETS Group 2007 RM’000 At beginning of year Recognised in income statement (Note 51(r)) Recognised in equity 2006 RM’000 15,678 7,550 (1,541) 8,322 (32) (194) ––––––––––––––––––––––––––––––––––––– 14,105 15,678 ============================= At end of year Deferred tax assets, net Deferred tax liabilities, net 14,105 15,678 – – ––––––––––––––––––––––––––––––––––––– 14,105 15,678 ============================= The components and movements of deferred tax assets and liabilities during the financial year prior to offsetting are as follows: Other Allowance for Temporary Unabsorbed Loan Loss Differences Tax losses Total RM'000 RM'000 RM'000 RM'000 Deferred tax assets of the Group At 1 April 2005 4,597 2,996 – 7,593 Recognised in income statement 3,972 4,338 – 8,310 Recognised in equity – (194) – (194) ––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 March 2006 8,569 7,140 – 15,709 Recognised in income statement 244 (2,018) 290 (1,484) ––––––––––––––––––––––––––––––––––––––––––––––––––––– At 31 March 2007 8,813 5,122 290 14,225 ============================================================= Property, Plant and Equipment RM'000 Deferred tax liabilities of the Group At 1 April 2005 Recognised in income statement At 31 March 2006 Recognised in income statement Recognised in equity At 31 March 2007 Other Temporary Differences RM'000 Total RM'000 43 – 43 (12) – (12) –––––––––––––––––––––––––––––––––––––––––– 31 – 31 3 54 57 – 32 32 –––––––––––––––––––––––––––––––––––––––––– 34 86 120 ================================================ 137 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (h) PROPERTY, PLANT AND EQUIPMENT Group Renovation RM'000 Office equipment and furniture RM'000 Computer equipment RM'000 Motor vehicles RM'000 Total 2007 RM'000 46 22 244 279 591 Cost 2007 At beginning of year As previously stated Reclassification to intangible assets (Note 51(i)) As restated Additions At end of year – – (141) – (141) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 46 22 103 279 450 57 2 79 – 138 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 103 24 182 279 588 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Accumulated Depreciation At beginning of year Reclassification to intangible assets (Note 51(i)) As restated Charge for the year At end of year 14 3 114 214 345 – – (74) – (74) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 14 3 40 214 271 12 2 20 56 90 26 5 60 270 361 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Net Carrying Amount At 31 March 2007 77 19 122 9 227 ========================================================================== 138 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (h) PROPERTY, PLANT AND EQUIPMENT (cont’d) Group Renovation RM'000 Office equipment and furniture RM'000 Computer equipment RM'000 Motor vehicles RM'000 Total 2006 RM'000 46 35 213 279 573 Cost 2006 At beginning of year Reclassification to intangible assets (Note 51(i)) As restated Additions Transfer Reclassification to intangible assets (Note 51(i)) At end of year – – (139) – (139) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 46 35 74 279 434 – – 15 – 15 – (13) 16 – 3 – – (3) – (3) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 46 22 102 279 449 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Accumulated Depreciation At beginning of year Reclassification to intangible assets (Note 51(i)) As restated Charge for the year Transfer Reclassification to intangible assets (Note 51(i)) At end of year 4 11 72 158 245 – – (53) – (53) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 4 11 19 158 192 9 2 40 56 107 1 (10) 2 – (7) – – (21) – (21) –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 14 3 40 214 271 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– Net Carrying Amount At 31 March 2006 32 19 62 65 178 ========================================================================== 139 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (i) INTANGIBLE ASSETS Group 2007 RM’000 2006 RM’000 Computer software At cost: As previously stated Reclassification from property, plant and equipment (Note 51(h)) As restated Additions At end of year – – 141 139 ––––––––––––––––––––––––––––––––––––– 141 139 312 3 ––––––––––––––––––––––––––––––––––––– 453 142 ––––––––––––––––––––––––––––––––––––– Accumulated Amortisation: As previously stated Reclassification from property, plant and equipment (Note 51(h)) As restated Charge for the year At end of year Net carrying amounts (74) (53) ––––––––––––––––––––––––––––––––––––– (74) (53) (42) (21) ––––––––––––––––––––––––––––––––––––– (116) (74) ––––––––––––––––––––––––––––––––––––– 337 68 ============================= (j) DEPOSITS FROM CUSTOMERS Non-Mudharabah Fund Demand deposits Savings deposits 598,909 184,708 Mudharabah Fund General investment deposits (i) 1,158,127 1,293,110 ––––––––––––––––––––––––––––––––––––– 1,941,744 1,854,759 ============================= The maturity structure of Mudharabah General Investment deposits are as follows: Due within six months Six months to one year One year to three years Three years to five years 140 M A L A Y S I A N 434,964 126,685 P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 723,361 903,634 398,652 309,281 26,263 71,965 9,851 8,230 ––––––––––––––––––––––––––––––––––––– 1,158,127 1,293,110 ============================= notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (j) DEPOSITS FROM CUSTOMERS (cont’d) Group 2007 RM’000 2006 RM’000 (ii) The deposits are sourced from the following customers:Government and statutory bodies Business enterprises Individuals Others 272,035 212,780 1,221,777 1,182,654 306,360 219,092 141,572 240,233 ––––––––––––––––––––––––––––––––––––– 1,941,744 1,854,759 ============================= (k) DEPOSITS AND PLACEMENTS OF BANKS AND OTHER FINANCIAL INSTITUTIONS Mudharabah Fund Licensed Islamic banks Licensed banks Licensed finance companies Non-Mudharabah Fund Bank Negara Malaysia 86,000 54,049 – 136,319 90,295 80,207 21,456 10,214 ––––––––––––––––––––––––––––––––––––– 161,505 317,035 ============================= (l) OTHER LIABILITIES Other liabilities Income payable Profit Equalisation Reserve 63,901 123,485 11,524 7,327 16,613 22,391 ––––––––––––––––––––––––––––––––––––– 92,038 153,203 ============================= The movements in Profit Equalisation Reserve are as follows: At beginning of year Provision made during the year Amount written back during the year At end of year 22,391 11,203 20,773 13,510 (26,551) (2,322) ––––––––––––––––––––––––––––––––––––– 16,613 22,391 ============================= 141 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (m) INCOME DERIVED FROM INVESTMENT OF DEPOSITORS' FUNDS AND FINANCIAL INSTITUTIONS Group 2007 RM’000 Income derived from investment of: (i) General investment deposits (ii) Other deposits At end of year (i) 2006 RM’000 71,981 60,836 67,463 35,182 ––––––––––––––––––––––––––––––––––––– 139,444 96,018 ============================= Income derived from investment of general investment deposits: Finance income and Hibah Financing, advances and other loans Securities available-for-sale Securities held-to-maturity Money at call and deposit with financial institutions Amortisation of premium less accretion of discount Total finance income and hibah Other operating income 52,413 45,266 4,166 5,088 3,077 3,015 4,283 1,572 ––––––––––––––––––––––––––––––––––––– 63,939 54,941 6,167 5,393 ––––––––––––––––––––––––––––––––––––– 70,106 60,334 1,876 502 ––––––––––––––––––––––––––––––––––––– 71,982 60,836 ============================= (ii) Income derived from investment of other deposits: Finance income and Hibah Financing, advances and other loans Securities available-for-sale Securities held-to-maturity Money at call and deposit with financial institutions Amortisation of premium less accretion of discount Total finance income and hibah Other operating income 142 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 50,316 27,202 2,835 1,887 3,012 1,899 3,803 904 ––––––––––––––––––––––––––––––––––––– 59,966 31,892 5,838 3,263 ––––––––––––––––––––––––––––––––––––– 65,804 35,155 1,660 27 ––––––––––––––––––––––––––––––––––––– 67,464 35,182 ============================= notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (n) ALLOWANCE FOR LOSSES ON FINANCING, ADVANCES AND OTHER LOANS Group 2007 RM’000 Allowance for bad and doubtful debts and financing: (a) Specific allowance - Made during the year - Written back during the year (b) General allowance (c) Bad debts on loans and financing - Recovered - Written off (d) Allowance on amount receivable from other debts 74,068 (33,619) 3,294 2006 RM’000 6,539 (2,316) 12,787 (3) – 95 – 31 72 ––––––––––––––––––––––––––––––––––––– 43,866 17,082 ============================= (o) INCOME ATTRIBUTABLE TO DEPOSITORS AND FINANCIAL INSTITUTIONS Deposits from customers - Mudharabah Fund - Non-Mudharabah Fund Deposits and placements of banks and other financial institutions - Mudharabah Fund - Non-Mudharabah Fund - Others 40,246 10,045 26,870 5,687 7,724 13,903 273 148 2,003 22 ––––––––––––––––––––––––––––––––––––– 60,291 46,630 ============================= (p) INCOME DERIVED FROM INVESTMENT OF ISLAMIC BANKING FUNDS Finance income and Hibah Financing, advances and other loans Securities available-for-sale Securities held-to-maturity Money at call and deposit with financial institutions Amortisation of premium less accretion of discount Total finance income and hibah Other operating income/(expenses) 38,457 30,625 1,128 1,231 2,353 2,205 2,631 985 ––––––––––––––––––––––––––––––––––––– 44,569 35,046 4,388 3,691 ––––––––––––––––––––––––––––––––––––– 48,957 38,737 1,147 (180) ––––––––––––––––––––––––––––––––––––– 50,104 38,557 ============================= 143 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (q) OTHER OPERATING EXPENSES Group 2007 RM’000 Personnel costs - Salaries, allowances and bonuses - Pension costs - Others Establishment costs - Depreciation - Amortisation of computer software - Rental - Water & electricity - Repairs & maintenance - EDP expenses - Others Marketing expenses - Promotion and advertisement - Branding and publicity - Others Administration and general expenses - Communication expenses - Printing and stationeries - Insurance - Professional fees - Others Total other operating expenses 2006 RM’000 2,008 1,850 311 272 103 149 ––––––––––––––––––––––––––––––––––––– 2,422 2,271 90 86 42 21 97 119 4 2 38 44 33 88 4 1 ––––––––––––––––––––––––––––––––––––– 308 361 30 179 40 49 51 60 ––––––––––––––––––––––––––––––––––––– 121 288 25 9 120 148 22 35 34 145 39 55 ––––––––––––––––––––––––––––––––––––– 240 392 ––––––––––––––––––––––––––––––––––––– 3,091 3,312 ============================= Included in the Group's other operating expenses are the Syariah Committee's remuneration of RM67,160 (2006: RM66,540). 144 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (r) TAX EXPENSE AND ZAKAT Group 2007 RM’000 Income tax : Current Deferred tax (Note 51(g)): Relating to origination and reversal of temporary differences Relating to change in tax rate Taxation Zakat 2006 RM’000 23,394 22,572 1,541 (8,322) 427 (8,322) 1,114 – 24,935 14,250 30 – ––––––––––––––––––––––––––––––––––––– 24,965 14,250 ============================= Income tax is calculated at the Malaysian Statutory tax rate of 27% (2006 : 28%) of the estimated assessable profit for the year. A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income tax expense at the effective income tax rate of the Group is as follows: Group 2007 2006 RM’000 RM’000 Profit before taxation Taxation at Malaysian Statutory tax rate of 27% (2006: 28%) Effect of income not subject to tax Effect on opening deferred tax for reduction in income tax rate Effect of expenses not deductible for tax purposes Tax expense for the year 88,078 52,987 ============================= 23,782 14,836 – (588) 1,114 – 39 2 ––––––––––––––––––––––––––––––––––––– 24,935 14,250 ============================= (s) CAPITAL ADEQUACY The capital adequacy ratios under the Islamic banking business are as follows: Group 2007 % Capital Ratios Core capital ratio Risk-weighted capital ratio 2006 % 40.58 38.86 42.05 40.23 ============================= Group 2007 RM’000 Tier-I capital Capital funds Retained profits Deferred tax assets Total Tier-I capital 2006 RM’000 792,100 792,100 158,145 95,032 (14,105) (15,678) ––––––––––––––––––––––––––––––––––––– 936,140 871,454 ============================= 145 A N N U A L 2 0 0 7 R E P O R T notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (s) CAPITAL ADEQUACY (cont’d) The capital adequacy ratios under the Islamic banking business are as follows: (cont’d) Group 2007 RM’000 Tier-II capital General allowance for bad and doubtful debts and financing 2006 RM’000 33,898 30,604 ––––––––––––––––––––––––––––––––––––– 33,898 30,604 ============================= 970,038 902,058 ============================= Total Tier-II capital Total Capital Base Breakdown of risk weighted assets in the various categories of risk-weights are as follows:2007 Notional RM'000 Group 0% 20% 50% 100% Total Risk Weighted Assets RiskWeighted RM'000 2006 Notional RM'000 RiskWeighted RM'000 917,418 – 1,030,050 – 163,140 32,628 109,300 21,860 138,709 69,355 80,313 40,157 2,204,373 2,204,373 2,180,360 2,180,360 ––––––––––––––––––––––––––––––––––––––––––––––––––––– 3,423,640 2,306,356 3,400,023 2,242,377 ============================================================= (t) COMMITMENTS AND CONTINGENCIES In the normal course of business, the Group make various commitments and incur certain contingent liabilities with legal recourse to their customers. No material losses are anticipated as a result of these transactions. 146 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (t) COMMITMENTS AND CONTINGENCIES (cont’d) Risk weighted exposure of the Group are as follows: 2007 Group Direct credit substitutes Transaction-related contingent items Short-term self-liquidating trade-related contingencies Irrevocable commitments to extend credit: - maturity exceeding one year - maturity not exceeding one year Foreign exchange related contracts:- less than one year Other commitments and contingencies * Principal Amount RM'000 2006 Credit Equivalent Amount* RM'000 Risk Weighted Amount RM'000 8,987 20,927 13,810 60,656 13,810 30,328 13,810 30,328 5,282 5,282 196,892 39,378 39,378 105,231 104,226 52,616 – 52,616 – 116,780 59,336 58,390 – 58,390 – 38,598 986 493 82,385 2,314 1,157 Principal Amount RM'000 Credit Equivalent Amount* RM'000 Risk Weighted Amount RM'000 8,987 41,853 8,987 20,927 26,408 10,265 – – 6,991 – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 335,568 88,798 88,305 536,850 144,220 143,063 =============================================================================== The credit equivalent amount is arrived at using the credit conversion factor as per Bank Negara Malaysia's guidelines. The foreign related contracts are all forward contracts. Foreign exchange contracts are subject to market risk and credit risk. (u) PROFIT RATE RISK The following tables indicate the effective profit rates at the balance sheet date and the periods in which the financial instruments reprice or mature, whichever is earlier. 147 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (u) PROFIT RATE RISK (cont’d) Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non profit sensitive RM'000 401,303 – – – – – 2 401,305 3.49 10,000 – 5,044 30,000 9,945 89,721 – – 10,211 – 5,117 72,961 – 130,021 292,450 – 10,712 10,270 – – – 40,000 155,795 480,657 2.73 4.66 2.12 531,267 14,789 87,335 36,266 822,543 682,523 (88,943)* 2,085,780 6.93 – – – – – – 130,391 130,391 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 947,614 144,455 97,546 114,344 1,245,014 703,505 41,450 3,293,928 =========== ================================================================================== – GROUP 2007 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Securities available-for-sale Securities held-to-maturity Financing, advances and other loans Other non-profit sensitive balances Total assets Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Bills and acceptances payable Other non-profit sensitive balances Total liabilities Islamic Banking funds Total liabilities and Islamic Banking funds On-balance sheet profit sensitivity gap Off-balance sheet profit sensitivity gap Total profit sensitivity gap Effective profit Total rate RM'000 % 1,147,227 153,458 206,293 398,652 36,114 – – 1,941,744 2.81 105,049 35,000 – 2,197 19,259 – – 161,505 3.34 88,722 – – – – – – 88,722 3.01 10 9 52 – – – – 71 – – – – – – – 150,945 150,945 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,341,008 188,467 206,345 400,849 55,373 – 150,945 2,342,987 – – – – – – 950,941 950,941 ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– – 1,341,008 188,467 206,345 400,849 55,373 – 1,101,886 3,293,928 =========== ================================================================================== (393,394) (44,012) (108,799) (286,505) 1,189,641 703,505 (1,060,436) – – – – – – – – ––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– (393,394) (44,012) (108,799) (286,505) 1,189,641 703,505 (1,060,436) – =========== ================================================================================== * Specific allowance and general allowance of the Group are classified under the non-profit sensitive column. 148 M A L A Y S I A N P L A N T A T I O N S – B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (u) PROFIT RATE RISK (cont’d) GROUP 2006 Assets Cash and short-term funds Deposits and placements with banks and other financial institutions Securities available-for-sale Securities held-to-maturity Financing, advances and other loans Other non-profit sensitive balances Total assets Liabilities Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Other non-profit sensitive balances Total liabilities Islamic Banking funds Total liabilities and Islamic Banking funds On-balance sheet profit sensitivity gap Off-balance sheet profit sensitivity gap Total profit sensitivity gap Up to 1 month RM'000 >1-3 months RM'000 >3-6 months RM'000 >6-12 months RM'000 >1-5 years RM'000 Over 5 years RM'000 Non profit sensitive RM'000 Total RM'000 Effective profit rate % 404,051 – – – – – – 404,051 3.09 30,000 – 20,001 – – 36,975 – 29,888 49,462 – 39,316 29,325 – 99,908 361,735 – 18,068 44,694 – – – 30,000 187,180 542,192 – 5.19 1.99 434,244 8,025 25,762 32,552 656,492 889,747 (49,618)* 1,997,204 6.42 – – – – – – 101,791 101,791 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 888,296 45,000 105,112 101,193 1,118,135 952,509 52,173 3,262,418 =========== =================================================================================== – 1,080,707 251,060 133,515 309,282 80,195 – – 1,854,759 2.64 186,377 120,463 – 713 7,482 2,000 – 317,035 3.21 13,417 1,000 – – – – – 14,417 3.10 – – – – – – 188,717 188,717 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– 1,280,501 372,523 133,515 309,995 87,677 2,000 188,717 2,374,928 – – – – – – 887,490 887,490 –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– – – 1,280,501 372,523 133,515 309,995 87,677 2,000 1,076,207 3,262,418 =========== =================================================================================== (392,205) (327,523) (28,403) (208,802) 1,030,458 950,509 (1,024,034) – – – – – – – – – –––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––––– (392,205) (327,523) (28,403) (208,802) 1,030,458 950,509 (1,024,034) – =========== =================================================================================== * Specific allowance and general allowance of the Group are classified under the non-profit sensitive column. 149 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (v) FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES The carrying amounts and the fair value of the financial assets and liabilities of the Group are as follows:2007 Carrying Amount RM'000 2006 Carrying Amount RM'000 Fair Value RM'000 Fair Value RM'000 Group Financial assets Cash and short-term funds Deposits and placements with financial institutions Securities available-for sale Securities held-to-maturity Financing, advances and other loans 401,305 401,305 404,051 404,051 40,000 40,000 30,000 30,000 155,795 155,795 187,180 187,180 480,657 489,157 542,192 545,707 2,085,780 2,135,453 1,997,204 2,001,253 ============================================================= Financial liabilities Deposits from customers Deposits and placements of banks and other financial institutions Obligations on securities sold under repurchase agreements Bills and acceptances payable 1,941,744 1,938,021 1,854,759 1,854,752 161,505 160,725 317,035 316,567 88,722 88,722 14,417 14,417 71 71 – – ============================================================= Note: The fair value of the other assets and other liabilities, which are considered short-term in nature, are estimated to be approximately their carrying values. The methods and assumptions used in estimating the fair values of financial instruments are as follows:(i) Cash and short-term funds The carrying amounts approximate fair values due to the relatively short maturity of the financial instruments. (ii) Deposits and placements with financial institutions The fair values of these financial instruments with remaining maturity of less than one year approximate their carrying amounts due to the relatively short maturity of the financial instruments. For those financial instruments with maturity of more than one year, the fair values are estimated based on discounted cash flows using applicable prevailing market rates for placements of similar credit risk and similar remaining maturity as at the balance sheet date. (iii) Securities held-for-trading, Securities available-for-sale and Securities held-to-maturity The fair values are estimated based on quoted or observable market prices at the balance sheet date. Where such quoted or observable market prices are not available, the fair values are estimated using pricing models or discounted cash flow techniques. Where discounted cash flow technique is used, the expected future cash flows are discounted using prevailing market rates for a similar instrument at the balance sheet date. 150 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (v) FAIR VALUE OF FINANCIAL ASSETS AND LIABILITIES (cont’d) (iv) Financing, advances and other loans The fair values of fixed rate loans with remaining maturity of less than one year and variable rate loans are estimated to approximate their carrying values. For fixed rate loans and Islamic financing with remaining maturity of more than one year, the fair values are estimated based on expected future cash flows of contractual instalment payments and discounted at applicable prevailing rates at balance sheet date offered to new borrowers with similar credit profiles. In respect of non-performing loans, the fair values are deemed to approximate the carrying values, net of specific allowance for bad and doubtful debts and financing. (v) Deposits from customers The fair values of deposit liabilities payable on demand (demand and savings deposits), or deposits with maturity of less than one year are estimated to approximate their carrying amounts. The fair values of fixed deposits with remaining maturities of more than one year are estimated based on expected future cash flows discounted at applicable prevailing rates offered for deposits of similar remaining maturities. The fair values of Islamic deposits are deemed to approximate their carrying amounts as profit rates are determined at the end of their holding periods based on the profit generated from the assets invested. For negotiable instruments of deposits, the fair values are estimated based on quoted or observable market prices as at the balance sheet date. Where such quoted or observable market prices are not available, the fair values of negotiable instruments of deposits are estimated using the discounted cash flow technique. (vi) Deposits and placements of banks and other financial institutions and obligations on securities sold under repurchase agreements The carrying values of these financial instruments with remaining maturity of less than one year approximate their carrying amounts due to the relatively short maturity of the financial instruments. (w) CHANGE IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS The accounting policies set out in Note 2 have been applied in preparing the financial statements for the year ended 31 March 2007. As indicated in Note 2, other than FRS 116 and 138 there was no financial impact on adopting FRS 2, 3, 5, 101, 108, 110, 121, 127, 128, 132, 133, 136 and 140, does not have any significant financial impact on the Group. (a) FRS 138 Intangible Assets The adoption of FRS 138 has resulted in the change in accounting policy for intangible assets relating to computer software retrospectively. In accordance with FRS 138, the Group had segregated and reclassified those computer software that does not form an integral part of the related hardware as intangible assets. The segregation was made in the cost and accumulated depreciation of the said computer software for current and previous financial year. The change in accounting policy does not affect the recognition and measurement of the Group's computer software but has resulted in reclassification of prior year comparatives as disclosed in Note 51(h) and Note 51(i). 151 A N N U A L R E P O R T 2 0 0 7 notes to the financial statements - 31 March 2007 51. ISLAMIC BANKING BUSINESS (cont’d) (w) CHANGE IN ACCOUNTING POLICIES AND PRIOR YEAR ADJUSTMENTS (cont’d) (b) FRS 116 Property, Plant and Equipment FRS 116 Property,Plant and Equipment requires the review of the residual value and remaining useful life of an item of property, plant and equipment at least at each financial year end. The Group has now revised the motor vehicle's estimated useful live and its residual value with effect from 1 April 2006, as follows: (i) The useful live is now revised from 5 years to the range of 6 to 8 years according to their model; and (ii) the residual value is now estimated at the range of 15% to 50% of the original cost instead of zero value at the end of useful lives, by referring to the automobile magazine published in Malaysia. FRS 116 also requires the re-instatement cost to be recognised as part of the property, plant and equipment and depreciated according to the estimated useful life. The useful life is estimated to be at 5 years and zero residual value at the end of the useful life. The above revisions are accounted for prospectively as a change in accounting estimates. The adoption of this accounting policy has not resulted in any financial impact to the Islamic banking business. (c) Comparative Figures The presentation and classification of items in the current year's financial statements are consistent with the previous financial year except for the following comparative figures which have been restated for the effects of adopting the above change in accounting policies: Group Previously stated RM’000 As restated RM’000 Balance Sheets as at 31 March 2006 Property, plant and equipment Intangible assets 152 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) 246 178 – 68 ============================= list of properties as at 31 March 2007 Year of Purchase Tenure Remaining Lease Period (Expiry Year) Age of Property (years) Built-Up Net Book Area Value (sq ft) RM'000 Location Current Use 11A, Jalan Raja Chulan 50200 Kuala Lumpur Alliance Bank's Branch/Office premises 1982 Freehold – 36 26,882 2,928 1, Jalan Tembaga SD5/2A 52100 Kepong Kuala Lumpur Alliance Bank's Branch/Office premises 1992 Freehold – 13 9,694 749 150 - 152, Jalan Cerdas Taman Connaught 56000 Kuala Lumpur Alliance Bank's Branch/Office premises 1997 Leasehold 99 years 71 years 2078 28 12,012 2,632 43 & 45 Jalan Bunga Tanjung 6A Taman Putra 68000 Ampang, Selangor Alliance Bank's Branch/Office premises 1997 Leasehold 99 years 74 years 2081 25 4,060 1,305 1960 E & F Jalan Stadium 05100 Alor Setar Alliance Bank's Branch/Office premises 1995 Leasehold 99 years 71 years 2078 26 4,125 506 Ground & Mezzanine Floor Alliance Bank's Wisma Malvest Branch/Office premises 20 & 20A Jln Tun Dr Awang Sungai Nibong Kecil 11900 Bayan Lepas Penang 1995 Freehold - 12 5,667 1,510 Unit 5 & 6, Block B Krystal Point Jalan Sultan Azlan Shah Sungai Nibong 11900 Penang Vacant 1996 Freehold - 9 2,098 396 B-400, Jalan Beserah 25300 Kuantan, Pahang Alliance Bank's Branch/Office premises 1996 Freehold - 16 6,735 509 LG/134/135/128/F89 Holiday Plaza Jalan Dato Sulaiman 80250 Johor Baharu Alliance Bank's Branch/Office premises 1984 Freehold - 23 5,454 1,016 1-01 & 1A-01 Menara Sarawak Enterprise Jalan Bukit Meldrum 80300 Johor Bahru Alliance Bank's Branch/Office premises 1996 Freehold - 9 13,742 10,483 Lot 1 & 3 Jalan Permas Jaya 10/2 Bandar Baru Permas Jaya Pelentong 81750 Masai, Johor Bahru Alliance Bank's Branch/Office premises 1996 Freehold - 14 24,286 1,963 153 A N N U A L R E P O R T 2 0 0 7 list of properties as at 31 March 2007 Location Current Use 3 & 5, Jalan Bentara 1 Tun Aminah 81308 Johor Bahru Vacant Tenure Remaining Lease Period (Expiry Year) Age of Property (years) 1996 Freehold - 15 6,160 1,139 Year of Purchase Built-Up Net Book Area Value (sq ft) RM'000 Unit 01-G & 01-1 Seremban City Jalan Tunku Munawir 70000 Seremban Alliance Bank's Branch/Office premises 1997 Freehold - 8 7,250 1,961 Lot 6 & 7, Block A Taman Melaka Raya 75000 Melaka Alliance Bank's Branch/Office premises 1996 Leasehold 99 years 87 years 2094 9 7,520 664 Lot 1 & 2, Block D Nountun Industrial Estate 88450 Inanam Kota Kinabalu Alliance Bank's Branch/Office premises 1996 Leasehold 999 years 916 years 2923 13 7,500 993 Lot 4-6, Block K Sinsuran Complex W.D.T. 132 88999 Kota Kinabalu Vacant 1980 Leasehold 99 years 64 years 2071 29 14,800 790 Lot 1086 Jalan Utara W.D.T. 127 91000 Tawau, Sabah Alliance Bank's Branch/Office premises 1981 Leasehold 99 years 53 years 2060 34 15,450 712 Lot 8, Block A Beaufort Jaya Com Centre 89800 Beaufort, Sabah Alliance Bank's Branch/Office premises 1984 Pending Issuance of Titles - 21 4,500 258 Lot 84, Taman KDC 89108 Kota Marudu Sabah Alliance Bank's Branch/Office premises 1993 Leasehold 99 years 51 years 2058 13 884 69 Lot 1, Block D Mile 4 1/2 Jalan Labuk Bandar Kim Fung 90000 Sandakan Alliance Bank's Branch/Office premises 1993 Leasehold 99 years 73 years 2080 22 4,800 476 1 & 2, Block A Jalan Jungkat Pangie Light Ind. Complex 89989 Tenom, Sabah Alliance Bank's Branch/Office premises 1993 Leasehold 999 years 917 years 2924 13 8,400 353 Lot 8 & 9, Section 11 Jalan Kulas Satu 93400 Kuching Alliance Bank's Branch/Office premises 1993 Freehold - 13 9,080 1,160 17, 19 & 21 Jalan USJ 9/5 47620 Subang Jaya Alliance Bank's Branch/Office premises 1996 Leasehold 999 years 989 years 2996 11 4,620 3,043 154 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) list of properties as at 31 March 2007 Year of Purchase Tenure Remaining Lease Period (Expiry Year) Age of Property (years) Built-Up Net Book Area Value (sq ft) RM'000 Location Current Use 2 & 3 Block A, Phase III Luyang Com Centre Damai Plaza, Jalan Damai 88300 Kota Kinabalu Alliance Bank's Branch/Office premises 1994 Pending Issuance of Title - 12.5 10,000 1,152 59-60, Jalan Tiga 90702 Sandakan, Sabah Alliance Bank's Branch/Office premises 1963 Leasehold 999 years 882 years 2889 49 7,575 766 Lot B1 & B2 6th Floor, Block 45 Church Road 90702 Sandakan, Sabah Alliance Bank's store 1985 Leasehold 999 years 888 years 2895 35 1,500 59 MPWPL U 0072 & 0073 24-25 Jalan Merdeka 87007 Labuan Alliance Bank's Branch/Office premises 1979 Leasehold 99 years 50, 56 years 2057, 2063 41 41 6,000 789 MDLD 0090, Block 39 Jalan Panji 91100 Lahad Datu Alliance Bank's Branch/Office premises 1985 Leasehold 99 years 54 years 2061 27 4,600 555 Mt. Kinabalu Golf Course Kundasang Vacant land 1983 Pending Issuance of Title - - 1 acre 111 Lot 1, Block A Sedco Complex, W.D.T 13 89159 Kota Belud, Sabah Vacant 1982 Leasehold 99 years 71 years 2078 23 1,200 116 Lot 84 Jalan Gaya 88000 Kota Kinabalu Sabah Alliance Bank's Branch/Office premises 1987 Leasehold 999 years 875 years 2882 49 2,510 1,756 A1 & A2, Block 44 Jalan Lebuh Tiga 90090 Sandakan, Sabah Vacant 1983 Leasehold 999 years 894 years 2901 47 1,700 827 21 Lot 2, Block E Alliance Bank's Nountun Industrial Estate premises Jalan Tuaran 89350, Inanam Kota Kinabalu, Sabah 1996 Leasehold 999 years 916 years 2923 7 1,248 402 45, Jalan Sungai Besi Indah 1/21, 43300 Balakong Selangor Alliance Bank's Branch/Office premises 2001 Leasehold 99 years 84 years 2091 6 9,909 1,516 3, Jalan SS 15/2A Wisma Projass 47500 Subang Jaya Selangor Alliance Bank's Branch/Office premises 2005 Freehold - 21 34,820 8,042 Lot 2, 48, 515 & 877 Kuala Pahang District of Pekan, Pahang Vacant land 1992 Freehold - - 1,167 acres 27,748 155 A N N U A L R E P O R T 2 0 0 7 group directory as at 30 June 2007 ALLIANCE BANK MALAYSIA BERHAD HEAD OFFICE 3rd Floor, Menara Multi-Purpose Capital Square 8, Jalan Munshi Abdullah 50100 Kuala Lumpur Tel : 03-2694 8800 Fax : 03-2694 6200 Website : www.alliancebank.com.my BRANCHES KEDAH Alor Setar 1960 E & F, Jalan Stadium 05100 Alor Setar, Kedah Tel : 04-731 0744 Fax: 04-733 8055 Klang Ground Floor 1, Lorong Kasawari 4B Taman Eng Ann 41150 Klang, Selangor Tel : 03-3345 3700 Fax: 03-3345 3733 Sitiawan 23 & 24, Jalan Raja Omar Taman Selamat 32000 Sitiawan, Perak Tel : 05-691 1212 Fax: 05-691 7975 SELANGOR Balakong 45, Jalan Sungai Besi Indah 1/21 Taman Sungai Besi Indah 43300 Seri Kembangan, Selangor Tel : 03-8948 6972 Fax: 03-8948 9530 PULAU PlNANG Bukit Mertajam Ground & 1st Floor Wisma Ng Ah Yan No. 42, Leboh Nangka 2 Taman Mutiara 14000 Bukit Mertajam Pulau Pinang Tel : 04-530 3130 Fax: 04-530 7433 CP Tower, Petaling Jaya Unit 1-2, Right Wing Level 1, CP Tower 11, Jalan 16/11, Off Jalan Damansara 46350 Petaling Jaya, Selangor Tel : 03-7957 3366 Fax: 03-7957 3360 Butterworth 4105 - 4107, Jalan Bagan Luar 12000 Butterworth, Pulau Pinang Tel : 04-331 4863/64 Fax: 04-331 3904 Damansara Uptown Unit 102 & 103, Level 1, Uptown 2 2, Jalan SS21/37, Damansara Uptown 47400 Petaling Jaya, Selangor Tel : 03-7660 9798 Fax: 03-7660 9799 156 B E R H A D Sungai Nibong Kecil Ground & Mezzanine Floor Wisma Malvest 20 & 20A, Jalan Tun Dr Awang Sungai Nibong Kecil 11900 Bayan Lepas Pulau Pinang Tel : 04-642 5918 Fax: 04-642 5924 Ipoh 40 & 42, Persiaran Greenhill 30450 Ipoh, Perak Tel : 05-241 2346/8 05-241 2342/3 Fax: 05-241 2355 Sejati Indah, Sungai Petani Ground Floor, Wisma Uni-Green 18, Jalan Permatang Gedong Taman Sejati Indah 08000 Sungai Petani, Kedah Tel : 04-431 1673/81 04-431 2139 Fax: 04-431 1687 P L A N T A T I O N S Kajang Lot 4 & 5, Jalan Jeloh 3 Off Jalan Bukit 43000 Kajang, Selangor Tel : 03-8733 5966 Fax: 03-8736 4004 PERAK Lunas, Kulim 888 & 889, Jalan Aman Taman Sejahtera, 09600 Lunas Kulim, Kedah Tel : 04-484 3275/76/78 Fax: 04-484 3277 M A L A Y S I A N Beach Street Ground Floor, Bangunan Barkath 21, Beach Street 10300 Georgetown, Pulau Pinang Tel : 04-262 8100 Fax: 04-261 3300 ( 6 6 2 7 - X ) Mutiara Damansara G19, IKANO Power Centre No. 2, Jalan PJU 7/2 Mutiara Damansara 47800 Petaling Jaya, Selangor Tel : 03-7727 1041 Fax: 03-7727 1478 Pandan Indah Ground & Mezzanine Floor No. 11 & 13, Jalan Pandan Indah 4/34 Pandan Indah 55100 Kuala Lumpur Tel : 03-4295 7300 Fax: 03-4296 4107 Puchong Jaya 11, Jalan Kenari 5 Bandar Puchong Jaya 47100 Puchong Jaya, Selangor Tel : 03-8075 9185 Fax: 03-8075 9200 Section 13, Petaling Jaya Ground Floor, No. 76A Jalan Universiti, Section 13 46200 Petaling Jaya, Selangor Tel : 03-7957 7272 Fax: 03-7957 2552 Shah Alam Ground & 1st Floor No. 2, Jalan Murni 25/61 Taman Sri Muda, Seksyen 25 40400 Shah Alam, Selangor Tel : 03-5121 9336 Fax: 03-5121 9373 group directory as at 30 June 2007 Shah Alam Alliance Rakan 71, Jalan Pelabur B23/B Seksyen 23 40300 Shah Alam, Selangor Tel : 03-5541 7878 Fax: 03-5541 7676 Sri Damansara 1, Jalan Tembaga SD 5/2A Bandar Sri Damansara 52100 Kuala Lumpur Tel : 03-6272 0834/8384 Fax: 03-6275 0457/6272 1732 SS2, Petaling Jaya No. 53 & 55, Jalan SS2/55 47300 Petaling Jaya, Selangor Tel : 03-7875 8255 Fax: 03-7874 0973 Subang Jaya 3 Alliance 3, Jalan SS15/2A 47500 Subang Jaya, Selangor Tel : 03-5634 2870/1 Fax: 03-5634 1128 Taman Putra 43-45, Jalan Bunga Tanjung 6A Taman Putra 68000 Ampang, Selangor Tel : 03-4291 7740 Fax: 03-4292 9836 USJ, Subang Jaya Ground & 1st Floor 17, 19 & 21, Jalan USJ 9/5N 47620 UEP Subang Jaya, Selangor Tel : 03-8024 1300 Fax: 03-8024 1090 Westport Ground Floor Westport Business Centre Pulau Indah (Westport) 42920 Selangor Te : 03-3101 1168 Fax: 03-3101 1171 KUALA LUMPUR Bangsar 28, Lorong Ara Kiri 2 Lucky Garden, Bangsar 59100 Kuala Lumpur Tel : 03-2095 3185 Fax: 03-2095 3184 Capital Square Ground Floor Menara Multi-Purpose Capital Square 8, Jalan Munshi Abdullah 50100 Kuala Lumpur Tel : 03-2694 8800 Fax: 03-2694 6867 Jalan Imbi Ground Floor 3, Jalan Imbi 55100 Kuala Lumpur Tel : 03-2148 5155 Fax: 03-2142 1531 03-2732 8511 Jalan Ipoh 41 & 43, Jalan Ipoh 51200 Kuala Lumpur Tel : 03-4041 2288 Fax: 03-4041 7918 Jalan Ipoh Alliance Rakan 729, Ground Floor Batu 41/4, Jalan Ipoh 51200 Kuala Lumpur Tel : 03-6250 2610 Fax: 03-6250 2710 Jalan Pudu Ground Floor Plaza Magnum 128, Jalan Pudu 55100 Kuala Lumpur Tel : 03-2143 8800 Fax: 03-2148 9785 Jalan Sultan Ismail Mezzanine Floor Menara Prudential 10, Jalan Sultan Ismail 50250 Kuala Lumpur Tel : 03-2070 4477 Fax: 03-2070 4900 Kepong Ground Floor 52, Jalan Prima, Vista Magna Metro Prima Kepong 52100 Kuala Lumpur Tel : 03-6257 9997 Fax: 03-6257 9996 Kuchai Entrepreneurs Park 1, Jalan 1/116B Kuchai Entrepreneurs Park 58200 Kuala Lumpur Tel : 03-7984 8800 Fax: 03-7981 6486 Mid Valley 15-G & 15-1, The Boulevard Offices Mid Valley City Lingkaran Syed Putra 59200 Kuala Lumpur Tel : 03-2283 1849 Fax: 03-2287 8217 Mont'Kiara Unit A-0G-02, Block A Plaza Mont'Kiara 2, Jalan Kiara, Mont'Kiara 50480 Kuala Lumpur Tel : 03-6203 1543 Fax: 03-6201 2607 Segambut Ground & 1st Floor 22, Wisma Sin Hoh Huat Persiaran Segambut Tengah 51200 Kuala Lumpur Tel : 03-6257 2105 Fax: 03-6257 2680 Selayang 71 & 73, Jalan 2/3A Pusat Bandar Utara Selayang KM 12, Jalan Ipoh 68100 Batu Caves, Selangor Tel : 03-6135 1800 Fax: 03-6135 1787 Setapak 86, Jalan 2/23A Taman Danau Kota Off Jalan Genting Kelang Setapak, 53300 Kuala Lumpur Tel : 03-4143 9643 Fax: 03-4143 9568 Taman Connaught 150-152, Jalan Cerdas Taman Connaught 56000 Kuala Lumpur Tel : 03-9102 3973 Fax: 03-9102 3740 157 A N N U A L R E P O R T 2 0 0 7 group directory as at 30 June 2007 KUALA LUMPUR Taman Maluri 1, 3 & 5, Jalan Jejaka 4 Taman Maluri, Cheras 55100 Kuala Lumpur Tel : 03-9285 4133 Fax: 03-9283 1397 Taman Tun Dr Ismail 24, Jalan Tun Mohd Fuad 1 Taman Tun Dr Ismail 60000 Kuala Lumpur Tel : 03-7729 8239 Fax: 03-7729 8237 Wisma MCA Ground Floor, Wisma MCA 163, Jalan Ampang 50450 Kuala Lumpur Tel : 03-2164 8240 Fax: 03-2168 8390 JOHOR Batu Pahat Ground, 1st & 2nd Floor 2 & 4, Jalan Kundang 3 Taman Bukit Pasir 83000 Batu Pahat, Johor Tel : 07–431 4088 Fax: 07–434 0033 Jalan Tebrau 396B & 396B-1, Jalan Tebrau Taman Majidee 80250 Johor Bahru, Johor Tel : 07-332 2331 Fax: 07-331 1310 Tun Aminah 3 & 5, Jalan Bentara 1 Taman Ungku Tun Aminah 81300 Skudai, Johor Tel : 07-554 0031 Fax: 07-554 0173 Johor Jaya 50 & 52, Jalan Dedap 13 Taman Johor Jaya 81100 Johor Bahru, Johor Tel : 07-353 5388 Fax: 07-355 7377 Ulu Tiram Ground Floor, Lots 34 & 36 Jalan Johar 3, Desa Cemerlang 81800 Ulu Tiram, Johor Tel : 07-861 5143 Fax: 07-861 5157 Menara Sarawak Level 1, Menara Sarawak Enterprise 5, Jalan Bukit Meldrum 80300 Johor Bahru, Johor Tel : 07-223 0588 Fax: 07-224 8477 MELAKA Kelapa Sawit, Kulai 16 & 17, Jalan Susur Satu 26th Mile, Jalan Air Hitam Kelapa Sawit 81030 Kulai, Johor Tel : 07-652 3704/5/7 Fax: 07-652 3706 Permas Jaya 1 & 3, Jalan Permas Jaya 10/2 Bandar Baru Permas Jaya 81750 Johor Bahru, Johor Tel : 07-386 2480 Fax: 07-386 2482 Bukit Bakri, Muar 88, Jalan Tepi Pasar Bukit Bakri 84200 Muar, Johor Tel : 06-986 7633 Fax: 06-986 6721 Sri Gading, Batu Pahat 1 & 2, Jalan Ria 1 Taman Ria Jaya, Sri Gading 83000 Batu Pahat, Johor Tel : 07-455 9406 Fax: 07-455 9411 Segamat No. 115, Jalan Genuang 85000 Segamat, Johor Tel : 07-931 1170 Fax: 07-931 2727 Holiday Plaza, Johor Bahru Unit G128, Holiday Plaza Jalan Dato Suleiman Century Garden 80250 Johor Bahru, Johor Tel : 07-331 1200 Fax: 07-331 1207 Taman Pelangi Ground Floor, Shoplot Nos. 1 & 3 Jalan Perang, Taman Pelangi 80400 Johor Bahru, Johor P.O. Box 61, Taman Sri Tebrau 80057 Johor Bahru, Johor Tel : 07-333 2064/2177 07-332 7016 Fax: 07-333 7411 158 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Melaka 101 & 103, Jalan Melaka Raya 24 Taman Melaka Raya 75000 Melaka Tel : 06-284 9249 Fax: 06-284 9248 NEGERI SEMBILAN Seremban 1G & 1-1 Arab Malaysian Business Centre Jalan Tuanku Munawir 70000 Seremban, Negeri Sembilan Tel : 06-762 5610/21 Fax: 06-762 5612 PAHANG Kuantan B400, Jalan Beserah 25300 Kuantan, Pahang Tel : 09-567 2508 Fax: 09-567 3307 TERENGGANU Kuala Terengganu Ground & Mezzanine Floor Wisma Kam Choon 101, Jalan Kampong Tiong 20100 Kuala Terengganu Terengganu Tel : 09-623 5244 Fax: 09-623 6379 group directory as at 30 June 2007 SABAH Bandar Kim Fung, Sandakan Lot 1, Block C, Bandar Kim Fung Mile 4 1/2, Jalan Utara P.O. Box 163 Post Office, Mile 1 1/2, Jalan Utara 90307 Sandakan, Sabah Tel : 089-275 020/21/22 Fax: 089-275 027 Beaufort Lot B, Block A, Beaufort Jaya Commercial Centre, P.O. Box 220 89808 Beaufort, Sabah Tel : 087-211 721 Fax: 087-212 392 Donggongon Wisma PPS Donggongon New Township W.D.T. No. 56 80509 Penampang, Sabah Tel : 088-713 411/2 088-718 980 Fax: 088-718 634 Inanam, Kota Kinabalu Ground, 1st & 2nd Floor Lot 7 & 9 Block D Nountun Industrial Estate 89350 Inanam, Kota Kinabalu, Sabah Tel : 088-435 754/820 Fax: 088-435 770 Jalan Gaya 82 & 84, Jalan Gaya 88000 Kota Kinabalu, Sabah Tel : 088-251 177 Fax: 088-223 629 Sinsuran Lot 4, 5, & 6, Block K Sinsuran Complex 88000 Kota Kinabalu Sabah Tel : 088-237 758 Fax: 088-212 511 Keningau Lot No. 1, Block B-8 Jalan Arusap 89000 Keningau, Sabah Tel : 087-330 301 Fax: 087-330 294 Kota Marudu Shoplot No. 8, Block E Sedco Shophouses P.O. Box 260 89108 Kota Marudu, Sabah Tel : 088-661 104 011-816 715 Fax: 088-661 106 Kundasang Shoplot No. 6, Block B Sedco Shophouses P.O. Box 152 89308 Ranau, Sabah Tel : 088-889 679 Fax: 088-889 676 Lahad Datu Lot 1 MDLD 4709 Jalan Kastam Lama 91100 Lahad Datu, Sabah Tel : 089-883 911/5 Fax: 089-883 916 Luyang Damai Ground & 1st Floor Shoplot No. 2 & 3 Block A, Luyang Commercial Centre Damai Plaza, Phase III Jalan Damai 88300 Kota Kinabalu, Sabah Tel : 088-249 073/084/085/109 Fax: 088-249 064 Sandakan 59-61, Jalan Tiga P.O. Box 224 90702 Sandakan, Sabah Tel : 089-275 193 089-216 771/089-222 693 Fax: 089-271 641 Tambunan Lot 1, Block B, Sedco Shophouses W.D.T. 55 89659 Tambunan, Sabah Tel : 087-771 171 Fax: 087-771 157 Tenom Ground & Mezzanine Floor Shoplot No. 1 & 2, Block A Pangie Light Industrial Complex Jalan Jungkat Tenom New Township P.O. Box 379 89909 Tenom, Sabah Tel : 087-737 757/60/61 Fax: 087-737 762 SARAWAK Kuching 178, Jalan Chan Chin Ann 93100 Kuching, Sarawak Tel : 082-257 129 Fax: 082-257 275 Miri Ground & 1st Floor Lot 353, Block 7 Miri Concession Land District (Pelita Commercial Centre) Jalan Miri Pujut 98000 Miri, Sarawak Tel : 085-427 535 Fax: 085-439 535 Satok Ground & 1st Floor Shoplot No. 8 & 9 Section 11, Jalan Kulas 93400 Kuching, Sarawak Tel : 082-237 707/717/763/767 Fax: 082-235 567 Sibu Ground Floor 32, Jalan Bako Brooke Drive 3 96000 Sibu, Sarawak Tel : 084–317 628 Fax: 084–317 148 Tawau 1086, Jalan Utara W.D.T. 127 91009 Tawau, Sabah Tel : 089-776 483/4 Fax: 089-763 287 159 A N N U A L R E P O R T 2 0 0 7 group directory as at 30 June 2007 ALLIANCE INVESTMENT BANK BERHAD (formerly known as Alliance Merchant Bank Berhad) (A participating organisation of Bursa Malaysia Securities Berhad) Head Office 20th Floor, Menara Multi-Purpose Capital Square 8, Jalan Munshi Abdullah 50100 Kuala Lumpur Tel : 03-2692 7788 Fax: 03-2692 8787 Website: www.allianceinvestmentbank.com.my PENINSULAR MALAYSIA Desa Sri Hartamas No. 33, Plaza Crystalville Jalan 23/70A, Desa Sri Hartamas 50480 Kuala Lumpur Tel : 03-6203 3366 Fax: 03-6203 3396 SELANGOR Seri Kembangan No. 1503B, Ground Floor Jalan Besar 43300 Seri Kembangan Selangor Tel : 03-8945 7922 Fax: 03-8945 7909 PERLIS JOHOR Kangar 2nd Floor, Podium Block Bangunan KWSP 01000 Kangar, Perlis Tel : 04-976 5200 Fax: 04-976 0411 Kluang No. 46 & 48 Jalan Dato’ Kapten Ahmad 86000 Kluang, Johor Tel : 07-771 7922 Fax: 07-771 7909 KEDAH PAHANG Alor Setar Lot T-30, 2nd Floor, Wisma PKNK Jalan Sultan Badlishah 05000 Alor Setar, Kedah Tel : 04-731 7088 Fax: 04-731 8428 Kuantan A-397, A-399 & A-401 Taman Sri Kuantan III Jalan Berserah 25300 Kuantan, Pahang Tel : 09-566 0800 Fax: 09-566 0801 PERAK Sitiawan No. 43 & 44, Ground Floor Taman Sentosa, Jalan Lumut 32000 Sitiawan, Perak Tel : 05-691 0910 Fax: 05-691 0908 Kuala Terengganu No. 1D & 1E, Jalan Air Jerneh 20300 Kuala Terengganu Terengganu Tel : 09-631 7922 Fax: 09-631 3255 Kuala Lumpur No. 8, Jalan Binjai Off Jalan Ampang 50450 Kuala Lumpur Tel : 03-2166 7922 Fax: 03-2166 7909 KELANTAN Kota Bahru Lot 6&7, Section 25 Jalan Sultan Yahya Petra Bandar Kota Bahru 15200 Kota Bahru, Kelantan Tel : 09-743 2588 Fax: 09-743 7588 160 P L A N T A T I O N S B E R H A D SARAWAK Sibu No. 32, 1st Floor Jalan Bako 96000 Sibu, Sarawak Tel : 084-347 922 Fax: 084-341 909 SABAH Kota Kinabalu Suite 1-9-E1, 9th Floor CPS Tower No. 1, Jalan Centre Point 88000 Kota Kinabalu Sabah Tel : 088-253 922 Fax: 088-261 010 ALLIANCE INVESTMENT MANAGEMENT BERHAD (formerly known as Alliance Unit Trust Management Berhad) 23-01, 23rd Floor Menara Multi-Purpose Capital Square 8, Jalan Munshi Abdullah 50100 Kuala Lumpur Tel : 03-2698 4299 Fax: 03-2693 0792 Website: www.allianceimb.com.my TERENGGANU KUALA LUMPUR M A L A Y S I A N EAST MALAYSIA ( 6 6 2 7 - X ) ALLIANCE TRUSTEE BERHAD 3rd Floor Menara Multi-Purpose Capital Square 8, Jalan Munshi Abdullah 50100 Kuala Lumpur Tel : 03-2697 6333 03-2694 4888 Fax: 03-2694 6200 analysis of shareholdings as at 30 June 2007 Analysis of Shareholdings Class of securities Authorised share capital Issued and paid-up share capital Voting rights : : : : Ordinary shares of RM1.00 each RM2,000,000,000 RM1,548,105,929 One vote per ordinary share Shareholdings Distribution Schedule Size of Shareholdings No. of Holders % of Holders No. of Shares % of Shares 1,621 4,906 9,633 2,321 382 3 8.59 26.00 51.06 12.30 2.02 0.02 36,906 3,961,670 39,650,659 65,058,186 906,208,133 533,190,375 0.00 0.26 2.56 4.20 58.54 34.44 18,886 100.00 1,548,105,929 100.00 Less than 100 100 - 1,000 1,001 - 10,000 10,001 - 100,000 100,001 - less than 5% of issued shares 5% and above of issued shares Total Thirty (30) Largest Shareholders Name No. of Shares % 351,160,206 22.68 1. Mayban Nominees (Tempatan) Sdn Bhd - DBS Bank for Vertical Theme Sdn Bhd 2. CIMSEC Nominees (Tempatan) Sdn Bhd - CIMB Bank Bhd for Vertical Theme Sdn Bhd 98,697,569 6.38 3. Employees Provident Fund Board 83,332,600 5.38 4. HSBC Nominees (Asing) Sdn Bhd -Exempt AN for Morgan Stanley & Co. Incorporated 70,852,298 4.58 5. Citigroup Nominees (Asing) Sdn Bhd - Merrill Lynch International Ltd 65,597,668 4.24 6. HSBC Nominees (Asing) Sdn Bhd - Exempt AN for Coutts Bank Von Ernst Ltd 61,813,376 3.99 7. Medimetro (M) Sdn Bhd 56,000,000 3.62 8. Citigroup Nominees (Tempatan) Sdn Bhd - CPB for Dato’ Chua Ma Yu 50,000,000 3.23 9. Malaysia Focus Investment Fund Limited 49,228,700 3.18 10. HSBC Nominees (Asing) Sdn Bhd -Exempt AN for Credit Suisse 48,002,576 3.10 161 A N N U A L R E P O R T 2 0 0 7 analysis of shareholdings as at 30 June 2007 Thirty (30) Largest Shareholders (cont’d) Name No. of Shares % 11. Goh Ah Moi 31,770,900 2.05 12. HSBC Nominees (Asing) Sdn Bhd - HSBC-FS for Arisaig Asean Fund Limited 29,450,000 1.90 13. Eden Engineering Sdn Bhd 22,295,763 1.44 14. Atlasplus Sdn Bhd 21,927,408 1.42 15. HSBC Nominees (Asing) Sdn Bhd - Exempt AN for Clariden Leu Ltd 20,443,000 1.32 16. HDM Nominees (Asing) Sdn Bhd - Exempt AN for UOB Kay Hian Pte Ltd 20,011,276 1.29 17. Magnum Corporation Berhad 19,520,000 1.26 18. CIMSEC Nominees (Tempatan) Sdn Bhd - CIMB Bank Berhad 15,710,500 1.01 19. HSBC Nominees (Asing) Sdn Bhd - Exempt AN for The Hongkong and Shanghai Banking Corporation Limited 12,935,000 0.84 20. Mayfair Finance Corp 12,000,000 0.77 21. Musallam Arab Investments Limited 10,000,000 0.65 22. Citigroup Nominees (Asing) Sdn Bhd - Exempt AN for Citibank N.A. Singapore 10,000,000 0.65 23. HSBC Nominees (Asing) Sdn Bhd - Exempt AN for J.P. Morgan Bank, Luxembourg S.A. 8,300,000 0.54 24. Citigroup Nominees (Asing) Sdn Bhd - Exempt AN for Mellon Bank 7,441,371 0.48 25. HSBC Nominees (Asing) Sdn Bhd - Exempt AN for J.P. Morgan Bank (Ireland) Public Limited Company 7,304,000 0.47 26. Citigroup Nominees (Asing) Sdn Bhd - Chase Manhattan Trustees Limited for Pacific Trust 6,921,400 0.45 27. HSBC Nominees (Asing) Sdn Bhd - BBH and Co Boston for Prusik Asia Fund PLC 6,270,700 0.40 28. HSBC Nominees (Asing) Sdn Bhd - Exempt AN for JPMorgan Chase Bank, National Association 6,000,000 0.39 29. HSBC Nominees (Asing) Sdn Bhd - TNTC for Atlantis Asian Recovery Fund PLC 5,932,500 0.38 30. HSBC Nominees (Asing) Sdn Bhd - Exempt AN for JPMorgan Chase Bank, National Association 5,843,200 0.38 1,214,762,011 78.47 Total 162 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) substantial shareholders as at 30 June 2007 No. of Ordinary Shares Name of Substantial Shareholder Vertical Theme Sdn Bhd Direct % Indirect 449,857,775 29.06 – % Total % – 449,857,775 29.06 1 29.06 449,857,775 29.06 Langkah Bahagia Sdn Bhd – – 449,857,775 Duxton Investments Pte Ltd – – 449,857,7751 29.06 449,857,775 29.06 – 2 29.06 449,857,775 29.06 3 Lutfiah binti Ismail – 449,857,775 Fullerton Financial Holdings Pte Ltd (formerly known as Asia Financial Holdings Pte Ltd) – – 449,857,775 29.06 449,857,775 29.06 Fullerton Management Pte Ltd – – 449,857,7754 29.06 449,857,775 29.06 5 29.06 449,857,775 29.06 Temasek Holdings (Private) Limited – – 449,857,775 Minister for Finance (Incorporated) of Singapore – – 449,857,7756 29.06 449,857,775 29.06 90,210,400 5.83 – – 90,210,400 5.83 Employees Provident Fund Board Notes: 1. Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Vertical Theme Sdn Bhd. 2. Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Langkah Bahagia Sdn Bhd. 3. Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Duxton Investments Pte Ltd. 4. Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Fullerton Financial Holdings Pte Ltd (formerly known as Asia Financial Holdings Pte Ltd). 5. Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Fullerton Management Pte Ltd. 6. Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Temasek Holdings (Private) Limited. 163 A N N U A L R E P O R T 2 0 0 7 directors’ shareholdings as at 30 June 2007 In the Company Direct Interest Name of Directors Megat Dziauddin bin Megat Mahmud Dato’ Thomas Mun Lung Lee (held through spouse, Datin Teh Yew Kheng) Indirect Interest No. of Shares % of Issued Capital No. of Shares % of Issued Capital 3,000 * – – – – 35,000 * * negligible Other than as disclosed above, none of the other Directors have any interests in the Company or in any of the Company’s related corporation. 164 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) notice of annual general meeting NOTICE IS HEREBY GIVEN THAT the 41st Annual General Meeting of Malaysian Plantations Berhad will be held at Sabah Room, B2 Level, Shangri-La Hotel Kuala Lumpur, 11 Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 28 August 2007 at 10.30 a.m. for the following purposes: AGENDA (1) To receive the Audited Financial Statements for the financial year ended 31 March 2007 together with the Reports of the Directors and Auditors thereon. Resolution 1 (2) To approve the payment of Directors’ fees of up to RM500,000 for each financial year commencing from the financial year 31 March 2007. Resolution 2 (3) To re-elect the following Directors who retire by rotation pursuant to Article 82 of the Company’s Articles of Association: (a) Tan Yuen Fah (b) Phoon Siew Heng (c) Tee Kim Chan Resolution 3 Resolution 4 Resolution 5 (4) To re-elect Datuk Bridget Anne Chin Hung Yee, a Director who retires pursuant to Article 89 of the Company’s Articles of Association. Resolution 6 (5) To re-appoint Messrs Ernst & Young as auditors of the Company and authorise the Directors to fix their remuneration. Resolution 7 As Special Business to consider and, if thought fit, to pass the following resolution as Ordinary Resolution: (6) Authority to allot and issue shares pursuant to Section 132D of the Companies Act, 1965 Resolution 8 "THAT, pursuant to Section 132D of the Companies Act, 1965 and subject to the approvals of the relevant governmental and/or regulatory authorities, the Directors be and are hereby empowered to issue and allot shares in the Company from time to time and upon such terms and conditions and for such purposes as the Directors may deem fit provided that the aggregate number of shares issued pursuant to this resolution does not exceed ten per centum (10%) of the total 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." (7) To transact any other business for which due notice shall have been given in accordance with the Company’s Articles of Association and/or the Companies Act, 1965. BY ORDER OF THE BOARD LEE WEI YEN (MAICSA 7001798) Group Company Secretary Kuala Lumpur 2 August 2007 165 A N N U A L R E P O R T 2 0 0 7 notice of annual general meeting Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. 2. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 3. To be valid, the Form of Proxy, duly completed must be deposited at the registered office of the Company at 3rd Floor, Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur, not less than 48 hours before the time set for holding the meeting. 4. A member who is an authorised nominee may appoint 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. 5. A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting. 6. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 7. If the appointor is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised. EXPLANATORY NOTE ON SPECIAL BUSINESS Ordinary Resolution No. 8 The Ordinary Resolution No. 8 will empower the Directors to allot and 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 they consider would be in the best interest of the Company. This authority, unless revoked or varied at a general meeting, will expire at the next Annual General Meeting of the Company. statement accompanying notice of annual general meeting The profiles of the Directors who are standing for re-election are set out on pages 5 to 9 of this Annual Report. 166 M A L A Y S I A N P L A N T A T I O N S B E R H A D ( 6 6 2 7 - X ) Shareholding represented by Proxy form of proxy M A L A Y S I A N P L A N TAT I O N S B E R H A D (Company No. 6627-X) (Incorporated in Malaysia) I/We (full name in block capitals) ______________________________________________________________________________ identity card no./company registration no._______________________________________________________________________ of _________________________________________________________________________________________________________ being a member/members of MALAYSIAN PLANTATIONS BERHAD hereby appoint ___________________________________ ________________________________________________________________________ (I/C No. __________________________ ) of _________________________________________________________________________________________________________ or failing him ____________________________________________________________ (I/C No. __________________________ ) of _________________________________________________________________________________________________________ as my/our proxy/proxies to vote for me/us on my/our behalf at the 41st Annual General Meeting of the Company to be held at Sabah Room, B2 Level, Shangri-La Hotel Kuala Lumpur, 11 Jalan Sultan Ismail, 50250 Kuala Lumpur on Tuesday, 28 August 2007 at 10.30 a.m. and at any adjournment thereof. RESOLUTIONS *FOR 1) To receive the Audited Financial Statements for the financial year ended 31 March 2007 together with the Reports of the Directors and Auditors thereon Resolution 1 2) To approve the payment of Directors’ fees of up to RM500,000 for each financial year commencing from the financial year 31 March 2007 Resolution 2 3) To re-elect the following Directors, who retire pursuant to Article 82 of the Company’s Articles of Association: (a) Tan Yuen Fah (b) Phoon Siew Heng (c) Tee Kim Chan *AGAINST Resolution 3 Resolution 4 Resolution 5 4) To re-elect Datuk Bridget Anne Chin Hung Yee, a Director who retires pursuant to Article 89 of the Company’s Articles of Association Resolution 6 5) To re-appoint Messrs Ernst & Young as auditors and authorise the Directors to fix their remuneration Resolution 7 6) To authorise Directors to issue shares pursuant to Section 132D of the Companies Act, 1965 Resolution 8 * Please indicate with an “X” on how you wish your vote to be cast. If no specific direction as to voting is given, the proxy will vote or abstain at his discretion. As witness my/our hand(s) this _________ day of _____________________ 2007. _________________________________ Signature(s) of Member Seal of Corporation Notes: 1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies to attend and vote in his stead. 2. A proxy may but need not be a member of the Company and the provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply to the Company. 3. To be valid, the Form of Proxy, duly completed must be deposited at the registered office of the Company at 3rd Floor, Menara Multi-Purpose, Capital Square, No. 8 Jalan Munshi Abdullah, 50100 Kuala Lumpur, not less than 48 hours before the time set for holding the meeting. 4. A member who is an authorised nominee may appoint 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. 5. A member other than an authorised nominee shall be entitled to appoint not more than two (2) proxies to attend and vote at the same meeting. 6. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holdings to be represented by each proxy. 7. If the appointor is a corporation, the Form of Proxy must be executed under its common seal or under the hand of an officer or attorney duly authorised. A N N U A L R E P O R T 167 2 0 0 7 fold this flap for sealing then fold here Affix Stamp Group Company Secretary Malaysian Plantations Berhad 3rd Floor, Menara Multi-Purpose Capital Square, No. 8 Jalan Munshi Abdullah 50100 Kuala Lumpur, Malaysia 1st fold here Inside BCover 25/07/2007 3:07 PM Page 1 group products and services ALLIANCE BANK MALAYSIA BERHAD PERSONAL BANKING Wealth Management • Alliance Bank GoldenCare Plus • Alliance Bank FutureCare Series • Alliance Bank FutureCare Series with Critical Illness • Alliance Bank EduCare • Alliance Bank InvestCare • Alliance Bank ManjaCare Plus • Alliance Bank MaxiCare Plus • Alliance Bank MedCare Plus • Alliance Bank PrimeCare • Alliance Legacy • Alliance Privilege Deposits • AllianceSave Manjaku • AllianceSave Pendidikan • Savings Account/ Basic Savings Account • Current Account/ Basic Current Account • AllianceSave • Alliance Senior Savers • Fixed Deposits • Alliance FDGold • AllianceInvest Loans • Alliance Savelink Home Loans • Alliance Conventional Home Loans • Alliance Hire Purchase ISLAMIC BANKING Deposits • Savings Account-i • Current Account-i • Basic Savings Account-i • Basic Current Account-i • General Investment Account-i • Special Investment Account-i • Mudharabah Savings Account-i • Mudharabah Current Account-i Financing • Alliance CashVantage Personal Financing-i • Alliance Home Financing-i • i-Wish Home Financing-i • Corporate & Commercial Financing • Trade Financing • Alliance Hire Purchase-i- Aitab • Rakan Personal Financing-i • i-Wish DepositLink Home Financing-i Share Trading and Margin Facilities • AllianceShare Margin Financing • Alliance Share Trading Cards • Alliance Bank Gold and Classic Credit Cards • Alliance Bank Platinum Credit Card • IKEA Friends Credit Card • Alliance Bank IACS Gold Credit Card • Alliance Bank CPA Australia Gold Credit Cards • Alliance Bank CNI Gold Credit Card • eCosway Alliance Bank Platinum & Gold Credit Cards • Alliance Bank Chinese Independent School (CIS) Affinity Credit Cards • Alliance Bank Business Platinum Card • IKEA Friends Loyalty Payment Card • Alliance Bank CNI Gold Payment Card • eCosway Alliance Bank Gold Payment Card • Alliance Bank Chinese Independent School (CIS) Payment Cards • Alliance Bank International Debit Card Personal Loans (Mass Market Segment) • Rakan Personal Financing • Rakan Personal Financing-i Corporate & Commercial Financing • Term Financing-i • Leasing-i C O R P O R AT E B A N K I N G • Trade facilities - ECRS/LC/TR/BA/BP/BC • Credit facilities - OD/TL/RC/PML/BF/TF • Foreign exchange • Guarantees Trade Financing • Letters of Credit-i • Trust Receipt-i • Shipping Guarantee-i • Accepted Bills-i • Bill of Exchange Negotiated/Purchase-i • Export Credit Refinancing-i (ECR-i) Pre-shipment & Post-shipment • Bank Guarantee-i • Murabahah Working Capital Financing-i COMMERCIAL BANKING • Credit facilities for SMI/SME • Alliance SME Loans • SME Schemes Promoted by Bank Negara Malaysia Cards • ASLAM International Debit Card ALLIANCE INVESTMENT BANK BERHAD (formerly known as Alliance Merchant Bank Berhad) Corporate Finance • Initial Public Offerings – involving public issues of new securities and/or offers for sale of existing securities in companies seeking listing and quotation on the Main Board, Second Board and Mesdaq Market of Bursa Malaysia Securities Berhad as well as listing of real estate investment trusts (REITs). • Secondary Offerings – involving raising of funds subsequent to the initial public offering through rights issues, restricted issues, private placements and special issues of both equity and equity-linked instruments • Debt Restructuring Advisory • Merger, Takeover and Acquisition Advisory • Independent advice to minority shareholders • Valuation of companies Debt Finance & Advisory Customized solutions via Conventional and Islamic: • Structured Financing • Asset Securitisation • • • • • • Project Financing Fixed Rate Bonds Floating Rate Notes Variable Rate Notes Commercial Papers/Medium Term Note Programmes Loan Syndication Arrangement Financial Markets • Acceptance of authorised term deposits • Foreign Transactions and hedging • Inter-bank deposits & placements • Treasury Bills • Bank Negara Bills • Cagamas Notes • Negotiable Instruments of Deposit • Bankers Acceptances • Malaysian Government Securities • Private Debt Securities (formerly known as Alliance Unit Trust Management Berhad) • • • • • • • Equities Fixed Income Mixed/Balanced Money Market Fund Advisory Services Alliance First Fund Alliance Vision Fund • • • • • • • Alliance Alliance Alliance Alliance Alliance Alliance Alliance Islamic Banking • Bai’ Bithaman Ajil • Murabahah Working Capital Financing • Islamic Accepted Bills • Mudharabah Investment Account Deposits • Kafalah Bank Guarantee Equity Capital Market • Distribution Public Offers (IPO) • Primary and Secondary shares placements • Real Estate Investment Trusts (REITs) • Accelerated Book-builds • Underwriting syndication ALLIANCE INVESTMENT MANAGEMENT BERHAD Moneyplus Fund Dana Adib Tactical Growth Fund Optimal Income Fund Islamic Money Market Global Equities Fund Global Bond Fund Corporate Banking • Credit Facilities • Bankers Acceptance • Bank Guarantee • Term Loans • Cash Management Stockbroking Services • Institutional and Retail Share Trading • Inter-broking Services • Online Share Trading Services • Share Margin Financing • Nominees and Custodian Services • Corporate Advisory Services • Secondary Share Placements ALLIANCE RESEARCH SDN BHD (formerly known as KLCity Research Sdn Bhd) • • • • • Equity Research Economic Research Industry Research Corporate Research Investment Advisory Services MALAYSIAN PLANTATIONS BERHAD (6627-X) annual report 2007 laporan tahunan Malaysian Plantations Berhad (6627-X) 3rd Floor, Menara Multi-Purpose Capital Square No. 8, Jalan Munshi Abdullah 50100 Kuala Lumpur, Malaysia Tel: 03-2694 4888 Fax: 03-2694 6200