laporan tahunan 2001 annual reportlibapps2.nus.edu.sg/nus_hl/kamunting12001.pdf · laporan tahunan...

KAMUNTING CORPORATION BERHAD

Laporan

Tahunan

2001

Annual

Report

12 0 0 1 A n n u a l R e p o r t

Corporate Profile 2

Group Corporate Structure 3

Corporate Information 4

Audit Committee 9

Financial Highlights 12

Board of Directors’ Statement 14

Financial Statements

Directors’ Report 18

Statement by Directors 23

Statutory Declaration 23

Report of the Auditors 24

Income Statements 25

Balance Sheets 26

Statements of Changes in Equity 27

Cash Flow Statements 28

Notes to the Financial Statements 32

Analysis of Shareholdings 55

List of Properties 59

Notice of Annual General Meeting 60

Form of Proxy

Contents

2 2 0 0 1 A n n u a l R e p o r t

Kamunting Corporation Berhad (“KCB”) was

incorporated as a private limited company in

Malaysia in 1976 to allow for the implementation

of a Scheme of Arrangement involving the take

over of the business operations of Kamunting Tin

Dredging Limited, a company incorporated in the

United Kingdom. KCB was converted into a

public company and listed on the Kuala Lumpur

Stock Exchange in 1977.

In 1987, KCB became one of the pioneers of the

Malaysian Government’s privatisation programme

when it acquired the rights to collect toll from vehicles

passing through the Kepong Interchange via Jalan

Kuching. Today, besides its toll collection operations,

the KCB Group is principally involved in construction

and property development and investment holding.

Corporate Profile

32 0 0 1 A n n u a l R e p o r t

Group Corporate Structureas at 6 August 2001

Kamunting TinDredging Limited

Kamunting Management

ServicesSdn Bhd

Kamunting Investments (S)

Pte Ltd

StabocMarketingSdn Bhd

Prime-LiteSdn Bhd

PelicrestSdn Bhd

KCB (Guernsey)Limited

Monplus HousingDevelopment

Sdn Bhd

Samudra PelangiSdn Bhd

K.L. LandDevelopment

Sdn Bhd

KCB HoldingsSdn Bhd

American FineFurnishing Gallery

Sdn Bhd

WCW TechnologiesSdn Bhd

KCB GeotechnicsSdn Bhd

Trans-MutualSdn Bhd

KCB TradingSdn Bhd

Niphotash (M)Sdn Bhd

Putra PerdanaConstruction

Sdn Bhd

Putra PerdanaDevelopment

Sdn BhdPerdana LandDevelopment

Sdn Bhd

Sarjana Sejati(M) Sdn Bhd

Subsidiary Company

Listed on the Kuala Lumpur Stock Exchange

KamuntingManagement (HK)

Limited

Rhinever HousingDevelopment

Sdn Bhd Senna Sdn Bhd5 other

Subsidiaries

RimeliteSdn Bhd

Unicorn HousingDevelopment

Sdn Bhd

Indasu Housing Development

Sdn Bhd

KamuntingInvestments (HK)

Limited

KamuntingProjects (HK)

Limited

Kamunting M & E(HK) Limited

Putrajaya PerdanaSdn Bhd

* KAMUNTINGCORPORATION

BERHAD

*

4 2 0 0 1 A n n u a l R e p o r t

Corporate Information

Directors Tham Ka Hon

Wong Swee Sang

Ong Aun Kung

Vijeyaratnam a/l V. Thamotharam Pillay

Edwin Madarang Yang

Kamil Ahmad Merican

Secretary Ang Hong Mai (MAICSA REG. No. 0864039)

Registered Office 11th Floor, Menara Multi-Purpose

Capital Square

No. 8, Jalan Munshi Abdullah

50100 Kuala Lumpur, Malaysia

Tel: 603-2694 8118 Fax: 603-2694 5802

Registrar Multi-Purpose Holdings Berhad

37th Floor, Menara Multi-Purpose

Capital Square

No. 8, Jalan Munshi Abdullah


Tel: 603-2694 8333 Fax: 603-2694 8571

Auditors Ernst & Young

Public Accountants

4th Floor, Kompleks Antarabangsa

Jalan Sultan Ismail


Tel: 603-2144 2333 Fax: 603-2141 0676

Stock Exchange Listing The Kuala Lumpur Stock Exchange, Main Board

Stock Number: KAMUNTG 3468

52 0 0 1 A n n u a l R e p o r t


PROFILE OF THE BOARD OF DIRECTORS

Mr Tham Ka Hon(Non-Independent Non-Executive Director)

Mr Tham Ka Hon, Malaysian, aged 48, was appointed a Director of Kamunting Corporation Berhad on 28 September

1999. He is also the Managing Director of Eastern & Oriental Berhad and a Director of Multi-Purpose HoldingsBerhad. Mr Tham has considerable experience in private sector property development and investment. In theearly 1980’s, he successfully completed his first housing development in Cheras, the forerunner of low andmedium cost housing in Kuala Lumpur. His vast practical knowledge coupled with his skilled property expertisebecame increasingly apparent with the development of the highly profitable Sri Damansara Project. He has alsosuccessfully completed several projects including the prestigious 202 Desa Cahaya at Jalan Ampang, Kampung

Warisan at Jalan Jelatek, Sri Se-ekar (a luxurious condominium project) at Jalan U-Thant, whilst Desa Aman Puri(a part of Sri Damansara Project) is still an ongoing project. He was also responsible for the conservation, restorationand upgrading of the Lone Pine Hotel, the oldest hotel along the Batu Ferringhi beachfront and also the historical 116years old E&O Hotel in Penang which was re-opened in April 2001.

Mr Wong Swee Sang(Executive Director)

Mr Wong Swee Sang, Malaysian, aged 42, was appointed a Director of Kamunting Corporation Berhad on 12 July1989. Mr Wong holds a Bachelor of Technology majoring in Industrial Engineering and a Master in BusinessAdministration, majoring in Corporate Planning and Finance both from Massey University, New Zealand. Mr Wongpossesses experience in the manufacturing, construction and property development sector, having worked in a steelcentre as an Assistant Factory Manager and a construction and development firm as Manager.

Mr Ong Aun Kung(Independent Non-Executive Director)

Mr Ong Aun Kung, Malaysian, aged 46, was appointed a Director of Kamunting Corporation Berhad on 28 September1999. Mr Ong holds a Bachelor of Surveying (Honours) in Property Management from the University of Technology,Malaysia and a Master of Science in Urban Land Appraisal from the University of Reading, United Kingdom. He

is a Fellow of both the Institution of Surveyors of Malaysia and the Royal Institution of Chartered Surveyors of theUnited Kingdom. Mr Ong is a Registered Valuer and Estate Agent. He is currently in private practice as aProperty Consultant and prior thereto, he has served as a Valuer with the Ministry of Finance as well as Headof Property Development in two public listed companies in Malaysia for several years.

6 2 0 0 1 A n n u a l R e p o r t

PROFILE OF THE BOARD OF DIRECTORS (CONTD.)

Mr Vijeyaratnam a/l V. Thamotharam Pillay(Non-Independent Non-Executive Director)

Mr Vijeyaratnam a/l V. Thamotharam Pillay, Malaysian, aged 49, was appointed a Director of Kamunting Corporation

Berhad on 16 November 1999. He is also a Director of Multi-Purpose Holdings Berhad. He is a Fellow of TheInstitute of Chartered Accountants in England and Wales. Mr Vijeyaratnam has more than 24 years post qualifyingexperience covering auditing, taxation, general management and corporate advisory. He is currently the ManagingDirector of an advisory and consultancy firm.

Mr Edwin Madarang Yang(Non-Independent Non-Executive Director)

Mr Edwin Madarang Yang, Australian, aged 39, was appointed a Director of Kamunting Corporation Berhad on19 April 2000. Mr Yang is also a Director of Multi-Purpose Holdings Berhad, Magnum Corporation Berhad, LeisureManagement Berhad and Bandar Raya Developments Berhad. He is a Chartered Accountant with a Bachelor ofScience in Business Administration from the Philippines and a Master of Commerce from Australia. He is also anAssociate of the Institute of Chartered Accountants in Australia and a member of the Philippine Institute of Certified

Public Accountants. Mr Yang possesses working experience in the fields of gaming, property development,manufacturing, timber, equity investment and stockbroking.

Encik Kamil Ahmad Merican(Non-Independent Non-Executive Director)

Encik Kamil Ahmad Merican, Malaysian, aged 51, was appointed a Director of Kamunting Corporation Berhad on

26 September 2000. He is also a Director of Eastern & Oriental Berhad. Encik Kamil holds a Diploma in Architecturefrom the Universiti Teknologi Malaysia. He is a graduate from the Architectural Association in London. Encik Kamilhas previously worked in various architectural firms in London and possesses vast experience in the architecturalfield. He has been an external examiner for Universiti Teknologi Malaysia and Universiti Malaya for the pastfive years.


72 0 0 1 A n n u a l R e p o r t


OTHER INFORMATION

Conflict of InterestNone of the Directors has any family relationship with any Directors and/or major shareholders of the Company.None of the Directors has any conflict of interest with the Company.

Conviction for offencesNone of the Directors has been convicted for any offences within the past ten (10) years.

Material contractsThere were no material contracts entered into by the Company and its subsidiaries involving Directors’ and majorshareholders’ interests still subsisting at the end of the financial year except for the following:-

On 17 December 1999, the Company’s subsidiary, Putra Perdana Construction Sdn Bhd (“PPCSB”), accepted anaward of construction contract from Putrajaya Holdings Sdn Bhd (“PJH”) for the proposed design, construction andcompletion of main building and external works for government buildings at Lot 2G2, Precinct Two of Putrajaya atPusat Pentadbiran Kerajaan Persekutuan, Putrajaya at a contract sum of RM282,603,132.05. The contract involveda major shareholder’s interest of the Company’s subsidiaries, whereby PJH is one of the major shareholders ofPutrajaya Perdana Sdn Bhd, which in turn is the holding company of PPCSB.

Board of Directors’ MeetingsThere were three (3) Board of Directors’ meetings held during the financial year ended 31 March 2001 and theattendance of each Director were as follows: -

Total no. of meetings heldBoard member during director’s tenure in office Meetings attended

Tham Ka Hon 3 3Wong Swee Sang 3 3Ong Aun Kung 3 3Vijeyaratnam a/l V. Thamotharam Pillay 3 3Edwin Madarang Yang 3 3Kamil Ahmad Merican 2 2

Status Of Utilisation Of ProceedsAs at 6 August 2001, the Company has a balance of unutilised proceeds arising from its restructuring exercisereferred to in “Significant Events During The Year” on page 19 of the Annual Report, amounting to approximatelyRM94.666 million which are currently placed as deposits with financial institutions until the Board of Directors identifiessuitable investment opportunities.

Utilisation of proceeds Amount (RM’000)

Balance of proceeds arising from restructuring exercise for working capital/futureinvestment opportunities 162,758• Investment in quoted securities (45,592)• Investment in unquoted securities (10,000)• Acquisition of land (12,500)

Balance of unutilised proceeds 94,666

8 2 0 0 1 A n n u a l R e p o r t

Directors’ Responsibility StatementThe Board of Directors are required under Paragraph 15.27(a) of the revamped Kuala Lumpur Stock ExchangeListing Requirements to issue a statement explaining their responsibility in the preparation of the annual financialstatements.

The Directors are required by the Companies Act, 1965 to prepare financial statements for each financial year whichgive a true and fair view of the state of affairs of the Company and of the Group as at the end of the financial year and

of the profit and loss of the Company and of the Group for the financial year.

In preparing those financial statements, the Directors are required to: -

• use appropriate accounting policies and consistently apply them;• make judgements and estimates that are reasonable and prudent; and

• state whether applicable accounting standards have been followed, subject to any material departures disclosedand explained in the financial statements.

The Directors are responsible for keeping proper accounting records which disclose with reasonable accuracy atany time the financial position of the Company and of the Group and to enable them to ensure that the accountscomply with the Companies Act, 1965.


92 0 0 1 A n n u a l R e p o r t

Audit Committee

COMPOSITIONThe Audit Committee comprises of the following directors: -

Ong Aun Kung(Chairman - Independent Non-Executive Director)

Wong Swee Sang(Executive Director)

Edwin Madarang Yang(Non-Independent Non-Executive Director)

TERMS OF REFERENCE

PolicyIt is the policy of Kamunting Corporation Berhad 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.

ObjectivesThe objectives of this policy are to comply with Chapter 15 of the Listing Requirements of Kuala Lumpur StockExchange and to relieve the full Board of Directors from detailed involvement in the review of the results of internaland external audit activities and yet ensure that audit findings are brought up to the highest level for consideration.

Members of Audit Committee(a) The Audit Committee shall be appointed by the Board from amongst the Directors of the Company and shall

consist of not less than three (3) members of whom the majority shall be independent directors. At least onemember 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’ workingexperience 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.

(b) No alternate director shall be appointed as a member of the Audit Committee.

(c) The members of the Audit Committee shall elect a Chairman from among their numbers who shall be anindependent director.

Functions of the Audit CommitteeThe functions of the Audit Committee shall bea) to review: -

i) with the external auditor, the audit plan;ii) with the external auditor, his evaluation of the system of internal controls;iii) with the external auditor, his audit report;

iv) the assistance given by the employees of the Company to the external auditor;

10 2 0 0 1 A n n u a l R e p o r t

Functions of the Audit Committee (contd.)

v) the adequacy of the scope, functions and resources of the internal audit functions and that it has thenecessary authority to carry out its work;

vi) the internal audit programme, processes, the results of the internal audit programme, processes orinvestigation undertaken and whether or not appropriate action is taken on the recommendations of theinternal audit function;

vii) the quarterly results and year end financial statements, prior to the approval by the Board of Directors,focusing particularly on: -(aa) changes in or implementation of major accounting policy changes;

(bb) significant and unusual events;(cc) compliance with accounting standards and other legal requirements; and(dd) going concern assumption.

viii) any related party transaction and conflict of interest situation that may arise within the Company or groupincluding any transaction, procedure or course of conduct that raises questions of management integrity;

ix) any letter of resignation from the external auditors of the Company;

x) whether there is reason (supported by grounds) to believe that the Company’s external auditor is not suitablefor re-appointment; and

xi) the external auditor’s management letter and management’s response.b) to consider: -

i) the major findings of internal investigations and management’s response;ii) other topics as defined by the board; andiii) the nomination of a person or persons as external auditors together with such other functions as may be

agreed to by the Audit Committee and the Board of Directors.c) to discuss problems and reservations arising from the interim and final audits, and any matter the auditor may

wish to discuss (in the absence of management where necessary).

Authority of the Audit CommitteeThe Audit Committee shall have the authority to:

(a) investigate any matter within its terms of reference;(b) have the resources which are required to perform its duties;(c) have full and unrestricted access to any information pertaining to the Company;(d) have direct communication channels with the external auditors and person(s) carrying out the internal audit

function or activity (if any);(e) obtain independent professional or other advice; and

(f) convene meetings with the external auditors, excluding the attendance of the executive members of the AuditCommittee, whenever deemed necessary.

Meetings and Reporting Procedures(a) The Audit Committee shall meet as the Chairman deems necessary but not less than four times a year.(b) The Chairman shall be entitled, where deemed appropriate, to invite any person(s) to meetings of the

Audit Committee.(c) In order to form a quorum in respect of a meeting of the Audit Committee, the majority of members of the

Audit Committee present at the meeting must be independent directors.(d) The Secretary is responsible for sending out notices of meetings, preparing and keeping minutes of

meetings and circulating the minutes of meetings to all members of the Board.

Audit Committee

112 0 0 1 A n n u a l R e p o r t

Audit Committee

AUDIT COMMITTEE MEETINGSThe Audit Committee held three (3) meetings during the financial year ended 31 March 2001. The attendance ofeach Audit Committee member were as follows: -

Total no. of meetings held duringAudit Committee Member director’s tenure in office Meetings attended

Ong Aun Kung 3 3(Chairman - Independent Non-Executive Director)(Appointed on 28.01.2000)

Wong Swee Sang(Executive Director) 3 3(Appointed on 11.10.1994)

Vijeyaratnam a/l V. Thamotharam Pillay 1 1(Non-Independent Non-Executive Director)(Appointed on 28.01.2000. Resigned on 05.07.2000)

Edwin Madarang Yang 2 2(Non-Independent Non-Executive Director)(Appointed on 05.07.2000)

ACTIVITIES UNDERTAKEN BY THE AUDIT COMMITTEEDuring the financial year, the activities of the Audit Committee included: -(i) reviewing the audited accounts for the financial year ended 31 March 2000 and unaudited quarterly financial

results and announcements of the results;(ii) reviewing the audit reports prepared by the previous Internal Auditors on subsidiary companies; and(iii) reviewing the Company’s compliance with revamped Listing Requirements of the Kuala Lumpur Stock Exchange.

INTERNAL AUDIT FUNCTIONThe Board is currently in the process of re-organising its Internal Audit function. The internal audit function is toensure a regular review of the adequacy and integrity of its internal control system, thus satisfying its internalrequirements as well as the Listing Requirements and the Malaysian Code on Corporate Governance.

The Internal Audit function, through its internal audit activities, will be required to assist the Group in enhancing itsexisting risk management framework and adopt a risk-based approach. This function, which may be outsourced, willprovide independent assurance to, and assist, the Board in , discharging its responsibility of maintaining a soundsystem of internal control.

12 2 0 0 1 A n n u a l R e p o r t

Five Years Group Financial Statistics

Financial Highlights

2001 2000 1999 1998 1997

RM’000 RM’000 RM’000 RM’000 RM’000GROUP TOTAL ASSETS

Property, plant and equipment 26,608 33,145 44,566 55,414 75,904Investments 86,246 609,993 617,109 1,411,347 1,525,292Intangible assets - - 9 186 389Land and development expenditure 3,452 563 563 - -Net current assets/(liabilities) 358,157 (294,156) (318,769) (354,490) (36,918)

474,463 349,545 343,478 1,112,457 1,564,667

FINANCED BY

Share capital 393,020 393,020 393,020 393,020 393,020

Reserves (15,379) (59,488) (148,045) 675,243 861,639Minority interests 85,674 1,661 1,989 1,256 1,168Long term and deferred liabilities 11,148 14,352 96,514 42,938 308,840

474,463 349,545 343,478 1,112,457 1,564,667

GROUP RESULTS

Revenue 261,169 59,012 105,678 140,543 196,944

Profit/(Loss) before exceptional items 58,445 (17,239) (60,695) 54,804 146,001Exceptional items 546 108,138 (752,731) (230,563) 1,548

Profit/(Loss) before taxation 58,991 90,899 (813,426) (175,759) 147,549Taxation (18,358) (2,340) (4,373) (36,491) (43,385)

Profit/(Loss) after taxation 40,633 88,559 (817,799) (212,250) 104,164Minority Interests (19,820) (32) (1,108) 112 (162)

Profit/(Loss) attributable to shareholders 20,813 88,527 (818,907) (212,138) 104,002

SELECTED RATIOS

Earnings/(Loss) per share (sen) 2.6 11.3 (104.2) (27.0) 13.2

Gross dividend per share (%) - - - - 1Net tangible assets per share (RM)* 0.46 0.39 0.26 1.30 1.52

* After deducting toll rights

132 0 0 1 A n n u a l R e p o r t

Financial HighlightsFive Years Group Financial Statistics

0

300

600

900

1,200

1,500

1,800

RM Million

1997 1998 1999 2000 2001 1997 1998 1999 2000 2001

1997 1998 1999 2000 2001 1997 1998 1999 2000 2001

Total Assets

0

20

-120

-100

-80

-60

-40

-20

Sen

Earnings/(Loss) Per Share

0

-1000

-800

-600

-400

-200

200

RM Million

Profit/(Loss) After Taxation

0.0

0.5

1.0

1.5

2.0

RM

Net Tangible Assets Per Share

14 2 0 0 1 A n n u a l R e p o r t

Board Of Directors’ Statement

We, the Board of Directors of Kamunting Corporation Berhad

(“KCB” or “the Company”), are pleased to present the Annual

Report and Financial Statements of the Company and the KCB

Group (“the Group”) for the financial year ended 31 March 2001.

GROUP FINANCIAL PERFORMANCE

The completion of the Company’s restructuring

exercise during the financial year under review has

resulted in a substantial reduction in the Group’s

borrowings thereby placing the Group in a healthier

financial position. The principal activity of the Group is

now refocused from investment holding to that of

construction and property development as a result of its

newly-acquired subsidiary company, Putrajaya Perdana

Sdn Bhd (“PPSB”). With the acquisition of PPSB, the

turnover of the Group has leapt to RM261.17 million,

representing an increase of 342.6% against the RM59.01

million achieved in the preceding year.

The Board is pleased to report that the Group has

achieved a profit before taxation and exceptional

items of RM58.44 million as compared to a loss of

RM17.24 million registered in the previous year mainly

due to the positive contribution from PPSB. However,

the Group’s profit after taxation and minority interests

has declined from RM88.53 million to RM20.81 million

in the financial year under review. This was mainly due

to the exceptional gain of RM108.14 million recorded in

the preceding year. However, this was mitigated by lower

interest expense following the completion of the

Company’s restructuring exercise.

At Company level, KCB reported a profit before taxation

of RM3.99 million as compared to RM78.74 million in

the previous year. The sharp decline in the profit before

taxation is mainly due to the exceptional gain of RM73.51

million recorded in the last financial year.

CORPORATE DEVELOPMENTS

Following KCB’s acquisition of PPSB, the Group has

been actively involved in the property and construction

sectors via the Group’s participation in the joint venture

development and construction of the massive Putrajaya

Federal Administrative Centre. This will provide the

KCB Group with a steady and significant income

stream in the coming years. As a result of the Group’s

disposal of its entire investments in associated

companies in end July 2000, the Company is now in a

net cash position. With its minimal gearing and being

self-sufficient, the Group is actively on the lookout for

potential development and construction projects and

other business opportunities. In view of the anticipated

challenging business and economic environment ahead,

the Group is adopting a prudent and conservative

approach in evaluating any new business ventures to

enhance shareholders’ value.

152 0 0 1 A n n u a l R e p o r t

Board Of Directors’ Statement

PROSPECTS

Construction activities have been relatively subdued

until 2000 when it saw a positive growth as a result of

the effective strategies adopted by the Government.

The 2001 Budget includes a RM28.8 billion fiscal

stimulus package, a portion of which is targeted at the

construction sector. In addition, in March 2001, the

Government added another RM3.0 billion to the

package, largely for infrastructure and socio-economic

construction projects as a pre-emptive move to counter

the effects of a US economic slowdown.

Given the low level of economic development in the

country, the business operation of the Group will strive

for operational efficiency and continue to enhance the

quality of its products and services to distinguish

itself from competitors. In tandem with this, both the

construction and development arms of PPSB have

streamlined their operations and were successfully

accredited by SIRIM of Malaysia and UKAS of United

Kingdom in September 2000 to have complied with ISO

9002 Quality System.

The Board is confident that its construction and

property development divisions will continue to

contribute positively as a result of the Government’s

stimulus in this sector and together with the stable

income generated from its toll operation will ensure

a satisfactory ensuing year.

CORPORATE GOVERNANCE

The Board of Directors will endeavour to address

the corporate governance issues embodied in the

Malaysian Code on Corporate Governance (“Code”) for

the protection of shareholders’ interest and the

enhancement of shareholders’ value. Necessary actions

have been initiated and will be taken to ensure timely

implementation of the best practices of the Code as

well as to comply with the application of the Code

pertaining to the provisions in the revamped Listing

Requirements of the Kuala Lumpur Stock Exchange.

DIVIDEND

The Board of Directors does not propose any payment

of dividend during the year under review.

DIRECTORATE

The Board is pleased to welcome Encik Kamil

Ahmad Merican who was appointed as an additional

director on 26 September 2000.

APPRECIATION

The Board wishes to extend its appreciation to the

relevant authorities and bankers for their assistance

and to the Company’s shareholders and business

associates for their continuous support to the Group. The

Board would also like to thank the management and

staff of the Group for their continued efforts, commitment

and contribution throughout the year.

The Board of Directors

Kuala Lumpur, Malaysia

6 August 2001

16 2 0 0 1 A n n u a l R e p o r t

This page has been deliberately left blank

172 0 0 1 A n n u a l R e p o r t

Directors’ Report 18

Statement by Directors 23

Statutory Declaration 23

Report of the Auditors 24

Income Statements 25

Balance Sheets 26

Statements of Changes in Equity 27

Cash Flow Statements 28

Notes to the Financial Statements 32

Financial Statements

18 2 0 0 1 A n n u a l R e p o r t

The Directors present their report together with the audited financial statements of the Company and of the Group forthe year ended 31 March 2001.

PRINCIPAL ACTIVITIES

The Company is an investment holding company which also derives income from toll collection at the Keponginterchange.

The principal activities of the Group consist of the following:-

- investment holding;- construction and contracting;- trading in building materials;- trading in furniture and decorative products; and- property development and property investments.

During the year, the Group disposed of its entire investments in associated companies whose principal activitiesconsist of the following:-

- commercial banking, finance, general insurance, financial advisory and trustee services; - manufacturing and marketing of chipboards; - operation of hotels and fitness centre; - provision of share registration and management services; - securities brokerage and trading; - the ownership and operation of ships for charter hire and cargo services; - generation, transmission, distribution and sale of electricity; - manufacturing and trading of plastic packaging products; - providing computer services; - operation and management of gaming activities; and - provision of executive sourcing, recruitment and placement services.

There have been no significant changes in the nature of the activities of the Group during the year other than thecessation of the principal activities of its associated companies following the Group's disposal of its investments inthose associated companies as mentioned above.

FINANCIAL RESULTS

GROUP COMPANY RM’000 RM’000

Profit before taxation 58,991 3,986Taxation (18,358) (1,600)

Profit after taxation 40,633 2,386Minority interests (19,820) -

Profit for the year 20,813 2,386

Directors’ Report

192 0 0 1 A n n u a l R e p o r t

FINANCIAL RESULTS (CONTD.)

There were no material transfers to or from reserves or provisions during the year other than those disclosed in the‘Statements of Changes in Equity’ in the financial statements.

In the opinion of the Directors, the results of the operations of the Company and of the Group during the financial yearhave not been substantially affected by any item, transaction or event of a material and unusual nature, except forthe items disclosed in Note 3 to the financial statements.

DIVIDEND

The Directors do not recommend the payment of a dividend in respect of the year ended 31 March 2001 (2000: NIL).

SIGNIFICANT EVENTS DURING THE YEAR

(1) Restructuring Exercise

a) The Company and its wholly-owned subsidiaries have disposed off an aggregate of 238,449,652 ordinaryshares of RM1.00 each and RM234,699,438 nominal value of Irredeemable Convertible Unsecured LoanStocks ("ICULS") representing approximately 31 % equity interest each in the issued and paid-up sharecapital and ICULS of Multi-Purpose Holdings Berhad to Quantum Aspects Sdn Bhd for a total cashconsideration of RM423,127,805.

b) The Company and its wholly-owned subsidiary have disposed off an aggregrate of 85,778,000 ordinaryshares of RM1.00 each and RM57,185,332 ICULS representing approximately 27% equity interest eachin the issued and paid-up share capital and ICULS of Malaysian Plantations Berhad ("MPlant") to ParadigmCapital Sdn Bhd for a total cash consideration of RM117,229,933.

c) The Company has acquired 62% equity interest comprising 26,383,237 ordinary shares of RM1.00 eachin K.L. Land Development Sdn Bhd ("K.L. Land"), which holds 55% equity interest in Putrajaya PerdanaSdn Bhd ("PPSB") from MPlant for a total cash consideration of RM40,920,000.

The above transactions which form part of the restructuring exercise were completed on 28 July 2000.

d) On 30 August 2000, the Company further acquired 15% equity interest comprising 3,000,000 ordinaryshares of RM1.00 each in PPSB from Kumpulan Pinang Golf and Country Resort Sdn Bhd by way of aMandatory General Offer pursuant to the provisions of the Malaysian Code on Take-Overs and Mergers,1998 on the same terms and conditions of the acquisition of K.L. Land, for a cash consideration ofRM18,000,000.

Directors’ Report

20 2 0 0 1 A n n u a l R e p o r t

SIGNIFICANT EVENTS DURING THE YEAR (CONTD.)

(2) Disposal of subsidiaries

a) Kamunting M & E Sdn Bhd

On 29 November 2000, KCB Holdings Sdn Bhd, a wholly-owned subsidiary of the Company, entered intoa Shares Sale and Purchase Agreement to dispose of its entire 300,000 ordinary shares of RM1.00 eachrepresenting 60% of the equity interest of Kamunting M & E Sdn Bhd to City-Lite Letrik Sdn Bhd for a totalcash consideration of RM1,100,000. The disposal resulted in an exceptional loss to the Group of RM2,105.

b) Sarjana Sejati (M) Sdn Bhd

On 6 December 2000, the Company completed the disposal of 2 ordinary shares of RM1.00 eachrepresenting 100% equity interest in Sarjana Sejati (M) Sdn Bhd to Putra Perdana Development SdnBhd, a wholly-owned subsidiary of PPSB, which in turn is an indirect subsidiary of the Company, for acash consideration of RM1,950.

EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

These have been disclosed in Note 23 to the financial statements.

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:-

Mr. Tham Ka HonMr. Wong Swee SangMr. Ong Aun KungMr. Vijeyaratnam a/l V.Thamotharam PillayMr. Edwin Madarang YangEn. Kamil Ahmad Merican (Appointed on 26.9.2000)

In accordance with Article 80 of the Company’s Articles of Association, Mr. Tham Ka Hon and Mr. Wong Swee Sang,retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-election.

In accordance with Article 87 of the Company’s Articles of Association, En. Kamil Ahmad Merican retires at theforthcoming Annual General Meeting and being eligible, offers himself for re-election.

Directors’ Report

212 0 0 1 A n n u a l R e p o r t

DIRECTORS (CONTD.)

The following Directors who held office at the end of the financial year had according to the register required to bekept under Section 134 of the Companies Act, 1965 an interest in shares of the Company as stated below:

Number of Ordinary Shares of RM0.50 each As at Bought Sold As at

1.4.2000 During the year 31.3.2001

Edwin Madarang Yang- Direct Interest - 25,000 5,000 20,000

Tham Ka Hon- Indirect Interest - 211,672,000 - 211,672,000

By virtue of their shares in the Company, the above Directors are deemed interested in the shares of the subsidiariesof the Company to the extent the Company has an interest.

Neither at the end of the financial year, nor at any time during the year, did there subsist any arrangement to whichthe Company is a party, whereby Directors might acquire benefits by means of the acquisition of shares in, or debenturesof, the Company or any other body corporate.

Since the end of the previous financial year, other than the Director stated below, no Director has received or becomeentitled to receive any benefits (other than a benefit included in the aggregate amount of emoluments received ordue and receivable by the Directors shown in the financial statements or the fixed salary of a full-time employee ofthe Company) by reason of a contract made by the Company or a related corporation with any Director or with a firmof which the Director is a member or with a company in which the Director has a substantial financial interest.

Name of Director Nature of ContractMr. Vijeyaratnam a/l V. Thamotharam Pillay Agreement between a company where the Director has a

substantial financial interest and Kamunting Corporation Berhadfor the provision of consultancy services at RM5,000 per monthwith effect from 1 April 1999. The agreement was terminatedwith effect from 31 December 2000.

OTHER STATUTORY INFORMATION

(a) Before the financial statements of the Company and of the Group were made out, the Directors took reasonablesteps:-

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making ofprovision for doubtful debts and satisfied themselves that all known bad debts had been written off andthat adequate provision had been made for doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accountingrecords in the ordinary course of business have been written down to an amount which they might beexpected so to realise.

Directors’ Report

22 2 0 0 1 A n n u a l R e p o r t

OTHER STATUTORY INFORMATION (CONTD.)

(b) At the date of this report, the Directors are not aware of any circumstances which would render:-

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financialstatements of the Company and of the Group inadequate to any substantial extent; and

(ii) the values attributed to current assets in the financial statements of the Company and of the Groupmisleading.

(c) At the date of this report, the Directors are not aware of any circumstances which have arisen which renderadherence to the existing method of valuation of assets or liabilities of the Company and of the Group misleadingor inappropriate.

(d) At the date of this report, the Directors are not aware of any circumstances not otherwise dealt with in this reportor financial statements of the Company and of the Group which would render any amount stated in the financialstatements misleading.

(e) At the date of this report, there does not exist:-

(i) any charge on the assets of the Company and of the Group which has arisen since the end of thefinancial year which secures the liabilities of any other person; or

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

(f) In the opinion of the Directors:-

(i) no contingent liability or other liability has become enforceable or is likely to become enforceable withinthe period of twelve months after the end of the financial year which will or may affect the ability of theCompany or of the Group to meet its obligations as and when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the endof the financial year and the date of this report which is likely to affect substantially the results of theoperations of the Company or of the Group for the financial year in which this report is made except asdisclosed in 'Events Subsequent to Balance Sheet Date'.

AUDITORS

The auditors, Ernst & Young, have expressed their willingness to continue in office.

On behalf of the Board,

THAM KA HON ) ) ) DIRECTORS )

WONG SWEE SANG )

Kuala Lumpur, Malaysia20 July 2001

Directors’ Report

232 0 0 1 A n n u a l R e p o r t

Statement By Directors

We, THAM KA HON and WONG SWEE SANG, being two of the Directors of KAMUNTING CORPORATION BERHAD,do hereby state that in the opinion of the Directors, the financial statements set out on pages 25 to 54 are drawn upin accordance with applicable approved accounting standards in Malaysia so as to give a true and fair view of:-

(i) the state of affairs of the Company and of the Group as at 31 March 2001 and of the results of the Companyand of the Group for the year ended on that date; and

(ii) the cash flows of the Company and of the Group for the year ended 31 March 2001.

On behalf of the Board,

THAM KA HON ))) DIRECTORS)

WONG SWEE SANG )


Pursuant to Section 169(15) of the Companies Act 1965

I, WONG SWEE SANG, being the Director primarily responsible for the financial management of KAMUNTINGCORPORATION BERHAD, do solemnly and sincerely declare that the financial statements set out on pages 25 to54 are in my opinion correct and I make this solemn declaration conscientiously believing the same to be true and byvirtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by )the abovenamed WONG SWEE SANG )at Kuala Lumpur in the Federal Territory )on 20 July 2001 ) WONG SWEE SANG

Before me,T. THANDONEE RAJAGOPALCommissioner for OathsKuala Lumpur, Malaysia

Statutory DeclarationPursuant to Section 169(16) of the Companies Act 1965

24 2 0 0 1 A n n u a l R e p o r t

We have audited the financial statements set out on pages 25 to 54. These financial statements are the responsibilityof the Company’s Directors. Our responsibility is to express an opinion on these financial statements based on ouraudit.

We conducted our audit in accordance with approved standards on auditing in Malaysia. These standards requirethat we plan and perform the audit to obtain reasonable assurance that the financial statements are free of materialmisstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in thefinancial statements. An audit also includes assessing the accounting principles used and significant estimates madeby Directors, as well as evaluating the overall financial statements presentation. We believe that our audit provides areasonable basis for our opinion.

In our opinion:-

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

(i) the state of affairs of the Company and of the Group as at 31 March 2001 and of the results and the cashflows of the Company and of the Group 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 statementsand consolidated financial statements.

(b) the accounting and other records and the registers required by the Act to be kept by the Company and itssubsidiary companies for which we have acted as auditors have been properly kept in accordance with theprovisions of the Act.

We have considered the financial statements and the Auditor’s Reports of the subsidiary companies for which wehave not acted as auditors (indicated in Note 8 to the financial statements), being financial statements which areincluded in the consolidated financial statements.

We are satisfied that the financial statements of the subsidiary companies that have been consolidated with theCompany’s financial statements are in the form and content appropriate and proper for the purposes of the preparationof the consolidated financial statements and we have received satisfactory information and explanations required byus for those purposes.

The Auditors’ Reports on the financial statements of the subsidiary companies were not subject to any qualificationand did not include any comment required to be made under Section 174(3) of the Companies Act 1965.

ERNST & YOUNG AF: 0039Public Accountants

Yeo Eng Seng 1212/12/02 (J)Partner


Report Of The Auditorsto the members of KAMUNTING CORPORATION BERHAD

252 0 0 1 A n n u a l R e p o r t

Income Statementsfor the year ended 31 March 2001

GROUP COMPANY2001 2000 2001 2000

Note RM'000 RM'000 RM'000 RM'000

REVENUE 2 261,169 59,012 25,289 24,900

COST OF SALES (191,128) (42,302) (13,532) (12,676)

GROSS PROFIT 70,041 16,710 11,757 12,224

OTHER OPERATING INCOME 8,172 8,967 4,736 13,765

ADMINISTRATIVE EXPENSES (9,557) (6,063) (3,428) (2,251)

OTHER OPERATING EXPENSES (2,635) (6,603) (605) (343)

EXCEPTIONAL ITEMS 3 546 108,138 (1,090) 73,509

PROFIT FROM OPERATIONS 66,567 121,149 11,370 96,904

FINANCE COSTS (7,576) (30,250) (7,384) (18,169)

PROFIT BEFORE TAXATION 4 58,991 90,899 3,986 78,735

TAXATION 5 (18,358) (2,340) (1,600) (2,750)

PROFIT AFTER TAXATION 40,633 88,559 2,386 75,985

MINORITY INTERESTS (19,820) (32) - -

NET PROFIT FOR THE YEAR 20,813 88,527 2,386 75,985

EARNINGS PER SHARE (SEN) 6 2.6 11.3 0.3 9.7

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

26 2 0 0 1 A n n u a l R e p o r t

Balance Sheetsas at 31 March 2001

GROUP COMPANY2001 2000 2001 2000

Note RM'000 RM'000 RM'000 RM'000

ASSETS EMPLOYED:-

PROPERTY, PLANT AND EQUIPMENT 7 26,608 33,145 19,724 30,337SUBSIDIARY COMPANIES 8 - - 102,923 44,003ASSOCIATED COMPANIES 9 - 414,143 - 102,614OTHER INVESTMENTS 10 86,246 195,850 37,877 44,446LAND AND DEVELOPMENT

EXPENDITURE 11 3,452 563 - -

CURRENT ASSETS

Inventories 12 4,035 3,498 - -Amount due from customers on

construction work 13 170 - - -Debtors 14 312,288 8,892 355 1,472Amount due from subsidiaries 8 - - 36,340 423,761Short term deposits 15 334,782 6,440 160,350 1,500Cash and bank balances 2,052 770 882 214

653,327 19,600 197,927 426,947

CURRENT LIABILITIES

Amount due to customers onconstruction work 13 39,413 349 - -

Creditors 16 231,353 9,034 793 2,233Amount due to subsidiaries 8 - - 144,135 123,660Borrowings 17 - 302,176 - 295,659Taxation 24,404 2,197 2,456 4,114

295,170 313,756 147,384 425,666

NET CURRENT ASSETS/(LIABILITIES) 358,157 (294,156) 50,543 1,281

474,463 349,545 211,067 222,681FINANCED BY :-

SHARE CAPITAL 18 393,020 393,020 393,020 393,020

RESERVES (15,379) (59,488) (182,283) (184,669)

377,641 333,532 210,737 208,351

MINORITY INTERESTS 85,674 1,661 - -

LONG TERM AND DEFERREDLIABILITIES 19 11,148 14,352 330 14,330

474,463 349,545 211,067 222,681


272 0 0 1 A n n u a l R e p o r t

Statement Of Changes In Equityfor the year ended 31 March 2001

GROUPShare Share Capital Reserves on Accumulatedcapital premium reserves consolidation losses TotalRM’000 RM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 1999 393,020 388,901 (11,352) - (525,594) 244,975

Currency translation differences - - 30 - - 30

Profit for the year - - - - 88,527 88,527

At 31 March 2000 393,020 388,901 (11,322) - (437,067) 333,532

Transfer upon realisation on disposal - (92,522) 12,860 - 79,662 -

Arising from acquisition of - - - 23,316 - 23,316subsidiary companies

Currency translation differences - - (20) - - (20)

Profit for the year - - - - 20,813 20,813

At 31 March 2001 393,020 296,379 1,518 23,316 (336,592) 377,641

COMPANYShare Share Capital Accumulatedcapital premium reserves losses TotalRM’000 RM’000 RM’000 RM’000 RM’000

At 1 April 1999 393,020 296,379 100 (557,133) 132,366

Profit for the year - - - 75,985 75,985

At 31 March 2000 393,020 296,379 100 (481,148) 208,351

Profit for the year - - - 2,386 2,386

At 31 March 2001 393,020 296,379 100 (478,762) 210,737


28 2 0 0 1 A n n u a l R e p o r t

Cash Flow Statementsfor the year ended 31 March 2001

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

CASH FLOWS FROM OPERATING ACTIVITIES

Profit before taxation 58,991 90,899 3,986 78,735

Adjustments for:Amortisation of goodwill on consolidation - 9 - -Depreciation of tangible assets and

amortisation of toll rights 14,689 11,104 10,714 10,417Property, plant and equipment written off 1,231 40 7 2Interest expense 7,576 30,250 7,384 18,169Write back of provision for dimunition

in value of investments - (54,111) - (14,399)(Gain)/loss on disposal of

property, plant and equipment (377) 441 - -Gain on disposal of other investments (548) (54,100) - (10,046)Loss on disposal of subsidiary company 2 - - -Provision/(Write back) for amount due

from subsidiary companies - - 2,000 (49,064)Amount due from subsidiary companies

written off - - 49 -Waiver of amount due to subsidiary companies - - (959) -Provision for doubtful debts 424 2,357 - -Bad debts written off 110 - - -Inventories written off 38 - - -Dividend income (493) (899) (1,338) (1,616)Interest income (7,125) (7,895) (3,398) (12,143)

Operating profit before working capital changes 74,518 18,095 18,445 20,055

Working capital changes:

Inventories 1,610 (674) - -Amount due from/(to) customers on

construction work 10,221 338 - -Debtors (33,440) 14,897 1,117 (265)Creditors 694 (9,791) (1,440) (3,619)Subsidiary companies - - 406,806 90,737

Cash generated from operations 53,603 22,865 424,928 106,908

Interest received 7,125 7,895 3,398 12,143Interest paid (7,576) (30,250) (7,384) (18,169)Income tax paid (15,470) (3,479) (5,258) (3,732)

Net cash generated from/(used in) operatingactivities 37,682 (2,969) 415,684 97,150

292 0 0 1 A n n u a l R e p o r t


GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

CASH FLOWS FROM INVESTING ACTIVITIES

Dividend received 493 899 1,338 1,616Proceeds from disposal of

property, plant and equipment 1,343 383 - 1Proceeds from disposal of investments

- Associated companies 414,143 - 102,614 -- Other investments 127,069 115,327 23,464 46,294

Net cash flow on acquisition of subsidiarycompany (Note A) 89,506 - (40,920) -

Net cash flow on disposal of subsidiarycompany (Note B) (1,601) - - -

Purchase of additional shares in subsidiarycompany (18,000) - (18,000) -

Purchase of quoted investments (16,919) - (16,895) (38,592)Purchase of property, plant and equipment (928) (547) (108) (51)

Net cash generated from investing activities 595,106 116,062 51,493 9,268

CASH FLOWS FROM FINANCING ACTIVITIES

Proceeds from borrowings 7,374 59,908 - -Repayment of borrowings - - - (106,863)- Hire purchase and lease creditors (172) (359) - -- Borrowings (314,687) (172,345) (305,046) -Payment of dividend to minority shareholders

in subsidiary companies (20,168) (360) - -

Net cash used in financing activities (327,653) (113,156) (305,046) (106,863)

Exchange translation differences (20) 30 - -

NET INCREASE/(DECREASE) IN CASHAND CASH EQUIVALENTS 305,115 (33) 162,131 (445)

CASH AND CASH EQUIVALENTSAT 1 APRIL (Note C) 347 380 (899) (454)

CASH AND CASH EQUIVALENTSAT 31 MARCH (Note C) 305,462 347 161,232 (899)

30 2 0 0 1 A n n u a l R e p o r t


Note A

Analysis of Effects of Acquisition of Subsidiary Company

RM'000Fair value of assets acquired:-

Property, plant and equipment 9,505Land and development expenditure 2,888Stocks 2,185Debtors 271,123Short term deposits 142,372Cash in hand and at banks 19,426Amount due to customers on construction work (28,539)Creditors (223,558)Taxation (23,152)Deferred taxation (4,918)Minority interests (110,275)

Net assets acquired 57,057Reserve on consolidation (16,137)

Purchase consideration 40,920Cash and cash equivalents in subsidiary company acquired (130,426)

Net cash flow on acquisition of subsidiary company (89,506)

Note B

Analysis of Effects of Disposal of Subsidiary Company

Fair value of assets disposed:-

Property, plant and equipment (84)Amount due from customers on construction work (134)Debtors (633)Short term deposits (2,641)Cash in hand and at banks (60)Creditors 1,761Taxation (67)Deferred taxation 22Minority interests 734

Net assets disposed (1,102)Loss on disposal 2

Disposal proceeds (1,100)Cash and cash equivalents in subsidiary company disposed 2,701

Net cash flow on disposal of subsidiary company 1,601

312 0 0 1 A n n u a l R e p o r t



Note C

Cash and cash equivalents stated in the cash flow statements comprise the following balance sheet amounts:-

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

Short term deposits (Note 15) 334,782 6,440 160,350 1,500Less : Deposit pledged as security (Note 15) (31,372) - - -

303,410 6,440 160,350 1,500

Cash and bank balances 2,052 770 882 214Bank overdrafts (Note 17) - (6,863) - (2,613)

305,462 347 161,232 (899)

32 2 0 0 1 A n n u a l R e p o r t

1. SIGNIFICANT ACCOUNTING POLICIES

(a) Basis of Accounting

The financial statements of the Company and of the Group are prepared under the historical cost conventionmodified to include the revaluation of an investment in a subsidiary company and to comply with approvedaccounting standards issued by the Malaysian Accounting Standards Board.

(b) Basis of Consolidation

The consolidated financial statements incorporate the financial statements of the Company and all of itssubsidiary companies for the year ended 31 March. Subsidiary companies are consolidated using theacquisition method of accounting. Under the acquisition method of accounting, the results of subsidiarycompanies acquired or disposed of are included in the consolidated income statement from the effectivedate of acquisition or up to the date of disposal.

Goodwill or reserve on consolidation represents the difference between the consideration paid for theshares in the subsidiary companies and the value of attributable net assets acquired, as applicable.Goodwill is amortised through the income statement over its useful life.

(c) Revenue recognition

(i) Dividend income from subsidiary and associated companies are included in the income statementof the Company when declared or proposed.

(ii) Dividend income from other investments are included in the income statement as and when received.

(iii) Interest income is recognised on the accrual basis.

(iv) Revenue on toll collections is recognised upon collection.

(v) Revenue on construction work is recognised on stage of completion method based on the actualcompletion of a physical proportion of contract work.

(vi) Revenue on sale of completed houses is recognised as properties are sold.

(vii) Revenue on sale of building materials and trading inventories are recognised upon the delivery ofgoods.

(d) Subsidiary Companies

The investments in subsidiary companies are stated at cost unless, in the opinion of the directors, therehas been a permanent decline in value in which case provision is made for dimimution in value.

Notes To The Financial Statements31 March 2001

332 0 0 1 A n n u a l R e p o r t

1. SIGNIFICANT ACCOUNTING POLICIES (CONTD.)

(e) Associated Companies

Associated companies are those in which the Group has long term equity interest of not less than 20%and not exceeding 50% and in which it has the power to exercise significant influence over the financialand operating policies of the associated companies through Board representation.

The Group's share of post-acquisition reserves of associated companies acquired or disposed of areincluded in the consolidated financial statements from the date of acquisition or up to the date of disposal.For this purpose, audited or management financial statements for the year to 31 March are used.

The premium on acquisition represents the difference between the consideration paid for the shares inthe associates and the value of attributable net assets acquired, as applicable. Premium on acquisition isnot amortised but write-offs are made where in the opinion of the directors, a permanent dimunition invalue has occurred.

(f) Other Investments

Other investments are held on a long term basis. These are shown at cost unless in the opinion of theDirectors there has been a permanent diminution in value in which case an appropriate provision ismade.

(g) Property, Plant and Equipment, and Depreciation

(i) Property, plant and equipment are stated at cost less accumulated depreciation. Cost comprisespurchase cost and any incidental costs of acquisition. The cost of property, plant and equipmentare written off over their estimated useful lives on a straight line basis.

The principal annual rates of depreciation used are as follows:-

Buildings 2%Plant and machinery 10% - 50%Office equipment, renovation and furniture and fittings 10% - 50%Motor vehicles 20% - 50%

(ii) The toll rights is amortised over the contracted collection period up to the year 2003 at a rate basedon toll revenue collected over the expected total toll revenue in the contracted collection period.The expected toll revenue is based on 'best estimate' traffic volume and is revised on a periodicbasis to take into account changes to estimates in the originally projected traffic volume based onactual traffic volume observed.

(h) Inventories

Inventories are stated at the lower of cost, which is determined on the weighted average basis, and netrealisable value. Cost includes expenditure incurred in bringing inventories to store. Net realisable valueis based on estimated selling price less any further cost expected to be incurred to completion anddisposal.


34 2 0 0 1 A n n u a l R e p o r t


(i) Amount Due From/(To) Customers On Construction Work

Profit on construction work is recognised on stage of completion method based on actual completion ofphysical proportion of construction work. Provision is made for all anticipated losses on constructionwork. The aggregate of the cost incurred and the profit or loss recognised on each contract is comparedagainst the progress billings up to the year end. Where cost incurred and recognised profit (less recognisedlosses) exceed progress billings, the balances are shown as amount due from customers on constructionwork. Where progress billings exceed cost incurred and recognised profit (less recognised losses), thebalances are shown as amount due to customers on construction work.

(j) Land and Development Expenditure

Land and development expenditure is stated at cost which includes land and incidental cost of aquisitionand expenditure incurred to put the land in a condition ready for development.

(k) Foreign Currencies

(i) Transactions in Foreign Currencies

Transactions in foreign currencies are translated in the financial statements at exchange ratesruling at the time of the transaction or at contracted rates, where applicable. Outstanding balancesat year-end are translated at the rates then ruling or at contracted rates. All exchange differencesare included in the income statement.

(ii) Translation of Foreign Currency Financial Statements

Assets, liabilities and income statement for the year of foreign subsidiaries are translated intoMalaysian Ringgit at the year-end rate of exchange. The translation differences arising therefromare taken to capital reserve.

(iii) In the preparation of the consolidated financial statements, the following principal closing rateswere used in translation:-

2001 2000United States Dollar (USD) USD1.000 : RM3.825 USD1.000 : RM3.825Singapore Dollar (SGD) SGD1.000 : RM2.126 SGD1.000 : RM2.234

(l) Deferred Taxation

Deferred taxation is provided on the liability method for taxation which is deferred due to timing differencesexcept to the extent that it can be demonstrated, with reasonable probability, that the timing differenceswill continue in the foreseeable future.

When such timing differences give rise to net deferred tax benefits, these benefits are not recognisedexcept when there is reasonable expectation of realisation.


352 0 0 1 A n n u a l R e p o r t


(m) Debtors

Debtors are recognised and carried at original invoice amount less allowance for any uncollectible amounts.Known bad debts are written off and specific provisions are made for any debts considered to be doubtfulof collection.

(n) Cash and Cash Equivalents

Cash and cash equivalents consist of cash and bank balances, deposits with licensed banks and discounthouses and bank overdrafts. Cash equivalents are short term liquid investments with maturities of threemonths or less from the date of acquisition and are readily convertible to cash with insignificant risk ofchanges in value.

(o) Leases and Hire Purchase Arrangements

Assets under leases or hire-purchase arrangements which substantially transfer all the risks and rewardsof ownership of assets to the Group, other than legal title, are capitalised under property, plant andequipment at the value equivalent to the principal sum of total lease rentals payable, and depreciatedover their estimated useful lives. The interest element of the rental obligations is expensed off over theyears of the primary lease or hire purchase on a straight line basis.

(p) Retirement Benefits

In addition to the contributions made to the statutory Employees Provident Fund, certain subsidiarycompanies contribute at an approved rate to a funded scheme for eligible employees.

The provision for retirement benefits is retained to meet unfunded past service liabilities and in addition,annual contributions are made to the fund and the rate is adjusted every 3 years based on an independentactuarial valuation to cover any shortfall in the approved rate of contributions to the funded scheme inrespect of future service liabilities.

(q) Exceptional Items

Exceptional items are those which derive from events or transactions which are non-operating in natureand which individually or, if of a similar nature, in aggregate, need to be disclosed by virtue of their size orincidence.

2. REVENUE

Group revenue represents proceeds from toll collections, sale of completed houses, construction work and netsale of building materials, furnitures and decorative products. Intra-group transactions are excluded from therevenue disclosed in the consolidated income statement.

Company revenue comprises proceeds arising from toll collections.


36 2 0 0 1 A n n u a l R e p o r t


2. REVENUE (CONTD.)

An analysis of revenue is as follows:-

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

Toll collection 25,289 24,900 25,289 24,900Construction and related activities 232,631 30,925 - -Sales of goods 3,249 3,187 - -

261,169 59,012 25,289 24,900

3. EXCEPTIONAL ITEMS

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

Profit on sale of quoted investments 548 54,100 - 10,046Write-back for diminution in value of:-

- other investments - 16,461 - 5,070- investments in associated companies - 37,650 - 9,329

Loss on disposal of investment in asubsidiary company (2) - - -

Net assets written off in a subsidiarycompany - (73) - -

Amounts due from subsidiary companieswritten off - - (49) -

Write-back for amount due from subsidiarycompany - - - 49,064

Waiver of amount due to subsidiarycompanies - - 959 -

Provision for amount due from subsidiarycompanies - - (2,000) -

546 108,138 (1,090) 73,509

372 0 0 1 A n n u a l R e p o r t

4. PROFIT BEFORE TAXATION

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

(a) This is arrived at:

After charging:

Interest expense- revolving credits 4,744 19,244 4,744 7,812- overdrafts 242 552 74 201- other borrowings 2,590 10,454 2,566 10,156Depreciation and amortisation of

property, plant and equipment 14,689 11,104 10,714 10,417Amortisation of goodwill on consolidation - 9 - -Auditors' remuneration:- audit 113 105 30 30- other services 68 - 68 -Directors' remuneration:

Directors of the Company- fees 62 46 62 46- emoluments 235 235 235 235Other Directors- emoluments 462 12 - -- benefits-in-kind 17 - - -

Rental of land and buildings 1,062 814 296 249Hire of plant and machinery - 16 - 11Property, plant and equipment written off 1,231 40 7 2Loss on disposal of property, plant

and equipment - 441 - -Provision for doubtful debts 424 2,357 - -Bad debts written off 110 - - -Inventories written off 38 - - -Provision for retirement benefits 38 - - -Consultancy fees payable to a

company in which a Director hassubstantial interest 45 60 45 60


38 2 0 0 1 A n n u a l R e p o r t


4. PROFIT BEFORE TAXATION (CONTD.)

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

(a) This is arrived at: (contd.)

After crediting:

Gross dividends from- subsidiary companies (unquoted) - - 1,338 1,338- investments (quoted in Malaysia) 192 631 - 278- investments (unquoted) 301 268 - -Interest income- subsidiary companies - - 171 9,911- others 7,125 7,895 3,227 2,232Gain on disposal of property, plant

and equipment 377 - - -Write-back of provision for amount

due from subsidiary companies - - - 49,064Write-off of amount due to subsidiary - - 959 -Bad debts recovered 94 - - -Rental income 38 - - -

(b) Employee Information

Staff costs 16,479 3,380 2,321 2,258

The total number of employees of the Group and of the Company at the end of the year were 431 (2000:150) and 136 (2000: 131) respectively.

(c) Directors' Remuneration

The remuneration of the Directors is analysed as follows:-

Directors of the CompanyGROUP COMPANY

2001 2000 2001 2000RM'000 RM'000 RM'000 RM'000

Executive Director- Emoluments 235 235 235 235

Non-Executive Directors- Fees 62 46 62 46

392 0 0 1 A n n u a l R e p o r t

4. PROFIT BEFORE TAXATION (CONTD.)

(c) Directors' Remuneration (contd.)

COMPANYNumber of Directors

2001 2000 Executive Non-Executive Executive Non-Executive Directors Directors Directors Directors

The number of Directors whoseremuneration fell within the followingranges:-

Directors of the Company

RM1 - RM50,000 - 5 - 9RM200,001 - RM250,000 1 - 1 -

5. TAXATION

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

Malaysian taxation based onresults for the year:

Current 16,088 3,285 3,600 3,750Deferred 3,900 (1,000) (2,000) (1,000)

19,988 2,285 1,600 2,750(Over)/under provision in prior year (1,630) 55 - -

18,358 2,340 1,600 2,750

The effective tax rate of the Company and of the Group for the current year is higher than the statutory rate dueto certain expenses being disallowed for taxation purposes.

6. EARNINGS PER SHARE (SEN)

The earnings per share is calculated based on the profit for the year of RM20,813,000 (2000: RM88,527,000)for the Group and RM2,386,000 (2000: RM75,985,000) for the Company and on the number of ordinary sharesof 786,039,928 (2000: 786,039,928) in issue and ranking for dividends during the year.


40 2 0 0 1 A n n u a l R e p o r t

7. PROPERTY, PLANT AND EQUIPMENT Office

equipment,renovation

Plant and Motor and furniture Toll Total Buildings machinery vehicles and fittings rights 2001 2000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

GROUP

COST

At 1 April 319 1,850 1,647 2,507 115,000 121,323 121,777Additions - 19 455 454 - 928 547Acquisition of subsidiary 803 57,578 8,078 4,823 - 71,282 -Disposals (557) (376) (334) (95) - (1,362) (911)Write-off - (2,711) (29) (413) - (3,153) (90)Disposal of subsidiary - - (241) (205) - (446) -

At 31 March 565 56,360 9,576 7,071 115,000 188,572 121,323

ACCUMULATEDDEPRECIATION

At 1 April 2 415 1,249 1,427 85,085 88,178 77,211Charge for the year 7 2,758 652 678 10,594 14,689 11,104Acquisition of subsidiary 26 50,406 7,338 4,007 - 61,777 -Disposals (16) (115) (211) (54) - (396) (87)Write-off - (1,630) (29) (263) - (1,922) (50)Disposal of subsidiary - - (198) (164) - (362) -

At 31 March 19 51,834 8,801 5,631 95,679 161,964 88,178

NET BOOK VALUE

At 31 March 2001 546 4,526 775 1,440 19,321 26,608 -

At 31 March 2000 317 1,435 398 1,080 29,915 - 33,145

Included in the above are assets of the Group acquired under hire purchase with net book values of RM20,000(2000: RM772,000).


412 0 0 1 A n n u a l R e p o r t

7. PROPERTY, PLANT AND EQUIPMENT (CONTD.)

Renovation Motor Office and furniture Toll Total

vehicles equipment and fittings rights 2001 2000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

COMPANY

COST

At 1 April 815 575 414 115,000 116,804 116,758Additions 65 38 5 - 108 51Write-off - (91) (11) - (102) (5)

At 31 March 880 522 408 115,000 116,810 116,804

ACCUMULATED DEPRECIATION

At 1 April 760 406 216 85,085 86,467 76,052Charge for the year 32 49 39 10,594 10,714 10,417Write-off - (89) (6) - (95) (2)

At 31 March 792 366 249 95,679 97,086 86,467

NET BOOK VALUE

At 31 March 2001 88 156 159 19,321 19,724 -

At 31 March 2000 55 169 198 29,915 - 30,337

Included in the above are assets of the Company acquired under hire purchase with net book values of RM20,000(2000: RM31,000).


42 2 0 0 1 A n n u a l R e p o r t

8. SUBSIDIARY COMPANIES

COMPANY2001 2000

RM'000 RM'000

Unquoted shares- at cost 178,638 119,718Provision for diminution in value (84,522) (84,522)

94,116 35,196- at directors' valuation 8,807 8,807

102,923 44,003Subsidiary companies balances- due from 442,064 827,485Provision for doubtful debts (405,724) (403,724)

36,340 423,761- due to (144,135) (123,660)

(4,872) 344,104

Unquoted shares stated at Directors' valuation relate to Kamunting Tin Dredging Limited which was revalued in1989 to reflect the underlying net assets value of the subsidiary company.

The subsidiary companies are:

Group's Paid-upEffective Interest Principal share

Name 2001 2000 activities capital% % RM

Incorporated in Malaysia:

American Fine Furnishing Gallery Sdn. Bhd. 51 51 Trading in 500,000furnitures anddecorativeproducts

Hexon Housing Development Sdn. Bhd. 100 100 Dormant 2

Indasu Housing Development Sdn. Bhd. 100 100 Housing 2development

Kamunting Holdings Sdn. Bhd. 100 100 Dormant 2


432 0 0 1 A n n u a l R e p o r t

8. SUBSIDIARY COMPANIES (CONTD.)



Kamunting M & E Sdn. Bhd. - 60 Mechanical 500,000and electricalengineeringconstructionand consultancy

Kamunting Management Services Sdn. Bhd. 100 100 Dormant 2

KCB Geotechnics Sdn. Bhd. 70 70 Piling 500,000constructionandconsultancy

KCB Holdings Sdn. Bhd. 100 100 Investment 2holding

KCB Trading Sdn. Bhd. 100 100 Trading of 5,000,000buildingmaterials

K.L. Land Development Sdn. Bhd. 62 - Investment 42,553,609holding

KSM Property Development Sdn. Bhd. 100 100 Dormant 500,002

Monplus Housing Development Sdn. Bhd. 100 100 Housing 250,000development

Niphotash (M) Sdn. Bhd. 100 100 Inactive 500,000

Patsawan Properties Sdn. Bhd. 100 100 Dormant 140,000

Pelicrest Sdn. Bhd. 100 100 Investment 119,005holding

Prime-Lite Sdn. Bhd. 100 100 Investment 2holding

Putrajaya Perdana Sdn. Bhd. 49 - Investment 20,000,000holding


44 2 0 0 1 A n n u a l R e p o r t




Putra Perdana Construction Sdn. Bhd. 49 - Construction 20,000,000works

Putra Perdana Development Sdn. Bhd. 49 - Property 10,000,000development

Perdana Land Development Sdn. Bhd. 49 - Dormant 2

Rhinever Housing Development Sdn. Bhd. 100 100 Housing 2development

Rimelite Sdn. Bhd. 100 100 Dormant 2

Samudra Pelangi Sdn. Bhd. 100 100 Investment 2holding

Sarjana Sejati (M) Sdn. Bhd. 49 100 Property 2development

Senna Sdn. Bhd. 100 100 Investment 2holding

Staboc Marketing Sdn. Bhd. 100 100 Investment 2holding

Taman Sungei Patani Sendirian Berhad 100 100 Dormant 540,000\

Trans-Mutual Sdn. Bhd. 100 100 Investment 2holding

Unicorn Housing Development Sdn. Bhd. 100 100 Housing 2development

WCW Technologies Sdn. Bhd. 100 100 General 667,000contractor

Incorporated in Hong Kong:

+ Kamunting Management (HK) Limited 100 100 Dormant HK$1,000

+ Kamunting Projects (HK) Limited 100 100 Dormant HK$20


452 0 0 1 A n n u a l R e p o r t




+ Kamunting M & E (HK) Limited 60 60 Dormant HK$100

+ Kamunting Investments (HK) Limited 100 100 Dormant HK$2

Incorporated in England:

+ Kamunting Tin Dredging Limited 100 100 Dormant £2,006,250

Incorporated in Singapore:

+ Kamunting Investments (S) Pte. Ltd. 100 100 Dormant S$500,000

Incorporated in Channel Islands:

* KCB (Guernsey) Limited 100 100 Investment £1,000holding

All companies are audited by Ernst & Young, Malaysia except for those marked (+) which are audited bymember firms of Ernst & Young International and that marked (*) which are audited by another firm of auditors.

The Company has agreed to provide continued financial support to certain subsidiary companies to enablethese subsidiary companies to meet their obligations as and when they fall due.

9. ASSOCIATED COMPANIES

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

Shares quoted in Malaysia, at cost - 648,395 - 157,778Share of post acquisition reserves - 9,108 - -

- 657,503 - 157,778Provision for diminution in value - (243,360) - (55,164)

- 414,143 - 102,614

Market value of quoted shares in Malaysia - 684,469 - 270,549


46 2 0 0 1 A n n u a l R e p o r t

9. ASSOCIATED COMPANIES (CONTD.)

The Group's investment in the associated companies is analysed as follows:GROUP

2001 2000RM'000 RM'000

Share of net tangible assets - 303,520Share of intangible assets - 8,901

- 312,421Premium on acquisition - 345,082

- 657,503Provision for diminution in value - (243,360)

- 414,143

The associated companies are:-Group's Place of

Effective Interest incorporationName 2001 2000

% %

Malaysian Plantations Berhad ("MPlant") - 25.20 Malaysia

Multi-Purpose Holdings Berhad ("MPHB") - 29.16 Malaysia

Following the completion of the Restructuring Exercise referred to in 'Significant Events During The Year',MPlant and MPHB ceased to be associated companies of the Company and of the Group.


472 0 0 1 A n n u a l R e p o r t

10. OTHER INVESTMENTSGROUP COMPANY

2001 2000 2001 2000RM'000 RM'000 RM'000 RM'000

Quoted investments in Malaysia, at cost- shares 110,786 162,748 19,238 2,344- warrants 10,138 10,436 - -- loan stocks - 292,086 - 59,332

Unquoted shares, at cost 46,504 46,504 18,639 18,639

167,428 511,774 37,877 80,315Less : Provision for diminution in value (81,182) (315,924) - (35,869)

86,246 195,850 37,877 44,446

Market value of quoted investmentsin Malaysia:- shares 28,576 88,697 7,268 2,823- warrants 3,912 17,608 - -- loan stocks - 200,209 - 83,022

32,488 306,514 7,268 85,845

The Directors are of the opinion that the diminution in value of quoted investments is not permanent in natureand therefore no further provision is required.

On 21 October 1999, the Company entered into a conditional Put and Call Option Agreement with Multi-PurposeHoldings Berhad ("MPHB") for the disposal by the Company of 13,000,000 ordinary shares of RM1.00 eachrepresenting 5.91% equity interest in Multi-Purpose Capital Holdings Berhad ("MP Capital") at an option priceof RM27,950,000 plus holding cost of 8% per annum after the 21st month from the unconditional date on 23June 2000.

The Proposed Put and Call Option has been approved by the relevant authorities and the shareholders of theCompany and MPHB.

11. LAND AND DEVELOPMENT EXPENDITURE

GROUP2001 2000

RM'000 RM'000At cost:

- freehold land 547 547- long leasehold land 2,166 -- development expenditure 739 16

3,452 563


48 2 0 0 1 A n n u a l R e p o r t


12. INVENTORIES

GROUP2001 2000

RM'000 RM'000

Raw materials - 24Work-in-progress - 980Completed houses 2,372 372Trading inventories 1,663 2,070Finished goods - 52

4,035 3,498

13. AMOUNTS DUE FROM/(TO) CUSTOMERS ON CONSTRUCTION WORK

GROUP2001 2000

RM'000 RM'000

Cost incurred to-date 1,157,887 40,853Add: Attributable profit 203,663 5,570

1,361,550 46,423Less: Progress billings (1,400,793) (46,772)

(39,243) (349)

Amount due from customers on construction work 170 -

Amount due to customers on construction work (39,413) (349)

(39,243) (349)

Contract revenue recognised as revenue in the year 217,236 4,279

Contract costs recognised as expenses in the year 161,999 3,884

492 0 0 1 A n n u a l R e p o r t


14. DEBTORSGROUP COMPANY

2001 2000 2001 2000RM'000 RM'000 RM'000 RM'000

Trade debtors 305,800 13,074 - -Less: Provision for doubtful debts (3,908) (5,696) - -

301,892 7,378 - -

Other debtors 10,396 1,514 355 1,472

312,288 8,892 355 1,472

Included in trade debtors of the Group are amounts due from affiliated companies of RM237,895,000 (2000:Nil).

GROUP2001 2000

RM'000 RM'000

Retention receivable on construction work 70,610 1,345

15. SHORT TERM DEPOSITSGROUP COMPANY

2001 2000 2001 2000RM'000 RM'000 RM'000 RM'000

Deposits placed with:- licensed banks 333,232 2,300 159,350 300- discount houses 1,550 4,140 1,000 1,200

334,782 6,440 160,350 1,500

Included in deposits placed with licensed banks of the Group is an amount of RM31,372,000 (2000: Nil) pledgedto a licensed bank as security for banking facilities granted to a subsidiary company.

16. CREDITORSGROUP COMPANY

2001 2000 2001 2000RM'000 RM'000 RM'000 RM'000

Trade creditors 208,861 4,529 - -Other creditors and accruals 22,481 3,660 782 1,562Hire purchase and lease creditors 11 183 11 9Amount due to an associated company - 662 - 662

231,353 9,034 793 2,233

50 2 0 0 1 A n n u a l R e p o r t


17. BORROWINGSGROUP COMPANY

2001 2000 2001 2000RM'000 RM'000 RM'000 RM'000

Repayable within 12 months:

Revolving credits - secured - 156,000 - 156,000Revolving credits from affiliated

credit corporation - unsecured - 47,000 - 47,000Other loans - secured - 4,046 - 4,046Other loans from affiliated

credit corporation - unsecured - 86,000 - 86,000Bank overdrafts - secured - 6,863 - 2,613Bankers' acceptances

and trust receipts - secured - 2,267 - -

- 302,176 - 295,659

Repayable after 12 months:

Included under long term anddeferred liabilities (Note 19):

Revolving credits - secured - 12,000 - 12,000

Total borrowings - 314,176 - 307,659

The revolving credits were secured over certain shares in quoted companies and by an assignment of the tollproceeds. The revolving credits bore interest at rates ranging from 0.5% to 2.50% (2000: 0.50% to 2.50%) perannum above the base lending rates, cost of funds or the discount rate of the banks.

Other loans were secured over certain shares in a quoted associated company and bore interest at ratesranging from 8.5% to 12.5% (2000: 12.5% to 13.0%) per annum.

Bank overdraft of the Company was secured by certain shares in a quoted associated company and bankoverdrafts of subsidiary companies were secured by corporate guarantees from the Company, and they boreinterest at rates ranging from 1.0% to 2.50% (2000: 1.0% to 2.50%) per annum above the bank's base lendingrates.

Bankers' acceptance and trust receipts of the subsidiary companies were secured by corporate guaranteesfrom the Company, and they bore interest at rates ranging from 0.75% to 2.25% (2000: 0.75% to 2.50%) perannum above the banks' base lending rate or BA discount rates, whichever was applicable.

The borrowings of the Group and the Company were settled following the Restructuring Exercise referred to in'Significant Events During The Year'.

512 0 0 1 A n n u a l R e p o r t


18. SHARE CAPITAL GROUP/COMPANY2001 2000

RM'000 RM'000

Authorised:1,000,000,000 ordinary shares of 50 sen each 500,000 500,000

Issued and fully paid:786,039,928 ordinary shares of 50 sen each 393,020 393,020

19. LONG TERM AND DEFERRED LIABILITIES

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

Revolving credits - secured (Note 17) - 12,000 - 12,000Deferred taxation (Note a) 11,148 2,352 330 2,330Hire purchase and lease creditors (Note b) - - - -

11,148 14,352 330 14,330

(a) Deferred taxation

At 1 April 2,352 3,352 2,330 3,330Transfer from income statements 3,900 (1,000) (2,000) (1,000)Acquired during the year 4,918 - - -Disposed during the year (22) - - -

At 31 March 11,148 2,352 330 2,330

(b) Hire purchase and lease creditors

Instalments payable 11 183 11 9Portion repayable within

12 months (Note 16) (11) (183) (11) (9)

- - - -

52 2 0 0 1 A n n u a l R e p o r t


19. LONG TERM AND DEFERRED LIABILITIES (CONTD.)

(c) The tax effect of timing differences not accounted for by the Group are as follows:-

GROUP2001 2000

RM'000 RM'000

Unrelieved tax losses 7,833 5,990Unabsorbed capital allowances 1,801 1,864

9,634 7,854

20. SIGNIFICANT RELATED PARTY TRANSACTIONS

GROUP COMPANY2001 2000 2001 2000

RM'000 RM'000 RM'000 RM'000

Subsidiary companies:- Interest income receivable - - 171 9,911- Dividend income receivable - - 1,338 1,338- Interest expense payable - - - 140- Acquisition of investments

from a subsidiary company - - - 38,591

Affiliated companies:- Rental expense payable

- Multi-Purpose Holdings Berhad - 357 - 249- BR Property Management Sdn. Bhd. - 413 - -- Magnum Corporation Berhad - 27 - -

- Management fees payable- Multi-Purpose Holdings Berhad - 614 - 236

- Interest expense payable- Multi-Purpose Credit Sdn. Bhd. - 5,652 - 5,652- Magnum Credit Sdn. Bhd. - 8,513 - 8,513- Hexagon Capital Sdn. Bhd. - 1,398 - 1,398- JB Securities Sdn. Bhd. - 226 - 226

- Progress billings:- Putrajaya Holdings Sdn. Bhd. 128,081 - - -- Senandung Budiman Sdn. Bhd. 88,300 - - -

The above transactions have been entered into based on negotiated and mutually agreed terms.

Affiliated companies in these financial statements refer to a significant shareholder corporation of a subsidiarycompany, and its subsidiary companies.

532 0 0 1 A n n u a l R e p o r t

20. SIGNIFICANT RELATED PARTY TRANSACTIONS (CONTD.)

Following the completion of the Restructuring Exercise referred to in 'Significant Events During The Year', Multi-Purpose Holdings Berhad and its group of companies ceased to be affiliated companies of the Company andof the Group.

21. CONTINGENT LIABILITIES-UNSECURED

COMPANY2001 2000

RM'000 RM'000

Guarantees to third parties in respect of creditfacilities granted to subsidiary companies 384 8,128

22. SEGMENT INFORMATION

By industry segments:Profit/(loss) Total

before assetsTurnover taxation employedRM'000 RM'000 RM'000

2001

Toll operation 25,289 5,228 20,960Construction and related activities 232,631 55,861 499,344Investments and others 3,249 (2,098) 249,329

261,169 58,991 769,633

2000

Toll operation 24,900 5,051 32,560Construction and related activities 30,925 (2,473) 17,089Investments and others 3,187 88,321 199,509

59,012 90,899 249,158Associated companies - - 414,143

59,012 90,899 663,301

Note: No geographical segment information is presented as the Group operates principally within Malaysia.


54 2 0 0 1 A n n u a l R e p o r t


23. EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE

(1) Acquisition of lands

On 21 May 2001, Rhinever Housing Development Sdn Bhd, a wholly-owned subsidiary of the Company,entered into a Sale and Purchase Agreement for the acquisition of ten pieces of freehold land from PenasHoldings Sdn Bhd for a total cash consideration of RM12,500,000.

(2) Acquisition of shares in Fututech Berhad ("Fututech")

On 17 May 2001, Samudra Pelangi Sdn Bhd ("SPSB"), a wholly-owned subsidiary of the Company,acquired a total of 5,894,000 shares representing approximately 12.76% equity interest in Fututech for acash consideration of RM5,894,000 from the underwriters of Fututech's rights issue.

On 14 June 2001, the Company acquired an additional 2,400,000 shares representing 5.19% directequity interest in Fututech for a total cash consideration of RM3,110,182.

Following the above acquisitions, the Group is a substantial shareholder of Fututech Bhd with a totalequity interest of 21.91%. Fututech is engaged in manufacturing of high tensile deformed steel rods,investment holding and provision of management services.

24. COMPARATIVES

The presentation of the financial statements for the current year has been changed to adopt the format asprescribed in Malaysian Accounting Standards Board Standard No. 1 - Presentation of Financial Statements.Comparative figures have been reclassified to conform with the presentation, where necessary.

552 0 0 1 A n n u a l R e p o r t

Analysis Of Shareholdings

Authorised Share Capital : RM500,000,000.00

Issued and Fully Paid Up Capital : RM393,019,964.00

Class of Share : Ordinary Share of RM0.50 each

Voting Rights : One (1) vote per Ordinary Share

DISTRIBUTION OF SHAREHOLDINGS

No. of No. ofSize of shareholdings Holders Percentage Shares Percentage

Less than 1,000 1,054 1.75 389,369 0.05

1,000 to 10,000 51,685 85.62 188,817,259 24.02

10,001 to 100,000 7,300 12.09 191,897,012 24.41

100,001 to less than 5% of issued shares 322 0.53 103,264,288 13.14

5% and above of issued shares 4 0.01 301,672,000 38.38

Total 60,365 100.00 786,039,928 100.00

as at 27 July 2001

56 2 0 0 1 A n n u a l R e p o r t

as at 27 July 2001


Thirty Largest Shareholders

No. Name of Shareholder No. of Shares Percentage

1. UMB Nominees (Tempatan) Sdn. Bhd. 90,716,572 11.54Pledged Securities Account forDynamic Degree Sdn. Bhd.

2. AllianceGroup Nominees (Tempatan) Sdn. Bhd. 90,000,000 11.45Pledged Securities Account forLembayung Abadi Sdn. Bhd.



5. JB Nominees (Asing) Sdn. Bhd. 3,839,000 0.49Magnum (Guernsey) Limited

6. Malaysia Nominees (Asing) Sendirian Berhad 3,818,000 0.49Oversea-Chinese Bank Nominees Pte Ltd forRikhipal Singh Thakral

7. The Central Depository (Pte) Limited 3,633,625 0.46

8. UOBM Nominees (Asing) Sdn. Bhd. 3,221,000 0.41United Overseas Bank Nominees (Pte) Ltd forAng Sin Liu

9. Minister of Finance 3,220,719 0.41

10. Chan Wan Moi 2,890,000 0.37

11. Overseas Assurance Corporation (Malaysia) Berhad 2,500,000 0.32

12. Wong Hok Yim 2,460,000 0.31

13. Cartaban Nominees (Asing) Sdn. Bhd. 1,884,000 0.24SSBT Fund ZV6M for State Street Bank& Trust Funds for Employee Trusts

14. Citicorp Nominees (Tempatan) Sdn. Bhd. 1,693,000 0.21Prudential Assurance Malaysia Berhad (Par Fund)

15. Mayban Nominees (Tempatan) Sdn. Bhd. 1,500,000 0.19Mayban Trustees Berhad for Kuala LumpurAggressive Growth Fund

572 0 0 1 A n n u a l R e p o r t

Analysis Of Shareholdingsas at 27 July 2001

Thirty Largest Shareholders (contd.)

No. Name of Shareholder No. of Shares Percentage

16. Cartaban Nominees (Asing) Sdn. Bhd. 1,499,900 0.19SSBT Fund ZV3M for IFC EmergingMarkets Fund-Malaysia

17. Hwang-DBS Custodian Nominees (Asing) Sdn. Bhd. 1,400,000 0.18DBS Bank for Tunkas Invest Corp

18. Accrue Investments Limited 1,237,152 0.16

19. Mayban Securities Nominees (Asing) Sdn. Bhd. 1,075,000 0.14OCBC Securities Private Limited forKMP Investments Pte Ltd

20. Botly Nominees (Asing) Sdn.Bhd. 1,000,000 0.13Fleet Investments Management Limited

21. Hwang-DBS Custodian Nominees (Asing) Sdn. Bhd. 1,000,000 0.13DBS Bank for Domusa Overseas Ltd.

22. Ke-Zan Nominees (Asing) Sdn. Bhd. 1,000,000 0.13Kim Eng Securities (Private) Limited forEe Hock Leong Lawrence

23. Wong Chee Choon 1,000,000 0.13

24. Citicorp Nominees (Asing) Sdn. Bhd. 998,000 0.13CB GW Spore for Asialink Investments Ltd

25. Beh Eng Siew 957,000 0.12

26. Chan Soo Hin 865,000 0.11

27. Koperatif Serbaguna Malaysia Berhad 855,300 0.11(Receivers Appointed)

28. SBBAM Nominees (Tempatan) Sdn. Bhd. 831,000 0.10Amal Assurance Bhd

29. Universal Trustee (Malaysia) Berhad 800,000 0.10BHLB Pacific High Growth Fund

30. BHLB Trustee Berhad 751,000 0.09TA Comet Fund

Total 347,600,696 44.22

58 2 0 0 1 A n n u a l R e p o r t

Substantial Shareholders

No. of Shares

Name of Shareholder Direct Indirect Percentage

Dynamic Degree Sdn Bhd 211,672,000 26.93

Eastern & Oriental Berhad - 211,672,000 * 26.93

Tham Ka Hon - 211,672,000 ** 26.93

Pinjaya Sdn Bhd - 211,672,000 ~ 26.93

Lim Teck Ming @ Ling Teck Ming - 211,672,000 ~~ 26.93

Lembayung Abadi Sdn Bhd 90,000,000 - 11.45

Seri Angkasa Sdn Bhd 69,199,542 - 8.80

Mohamed Faisel bin Amanullah - 90,000,000 @ 11.45

Haja Mohideen bin Abdul Rashid - 90,000,000 @ 11.45

Notes:

* Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Dynamic Degree Sdn

Bhd, a 51% owned subsidiary of Eastern & Oriental Berhad.

** Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through Eastern & Oriental

Berhad.

~ Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through its 49% shareholdings in

Dynamic Degree Sdn Bhd.

~~ Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through his 97% shareholding in

Pinjaya Sdn Bhd which in turn owns 49% in Dynamic Degree Sdn Bhd.

@ Deemed interested by virtue of Section 6A(4) of the Companies Act, 1965 held through his 50% shareholding in

Lembayung Abadi Sdn Bhd.

Directors’ Interests

No. of Shares

Name of Director Direct Indirect Percentage

Tham Ka Hon - 211,672,000 26.930

Wong Swee Sang - - -

Ong Aun Kung - - -

Vijeyaratnam a/l V.Thamotharam Pillay - - -

Edwin Madarang Yang 20,000 - 0.003

Kamil Ahmad Merican - - -

as at 27 July 2001


592 0 0 1 A n n u a l R e p o r t

List Of Propertiesas at 31 March 2001

Net Book

Approximate Age of Value as at

Year of Land Area/ Building 31.3.2001

Location Tenure acquisition Units Description (Years) RM’000

Lot 1595 & 1596 Freehold 1989 2 Units Double Storey 9 186

Mukim Beseri Shophouse

Perlis

PT No. 5985-5997, 6332, Freehold 1989 1.39 acre Vacant Land - 564

6379, 6405, 6418 & 6419

Mukim Petaling

Daerah Petaling

Selangor

Phoenix Business Park Freehold 2000 2 Units Business 3 229

Parcel 1 Office Block

Unit No. A1f-2 & A1f-2a

Kuala Lumpur

Lot 468, 472, 474, 475, 476 Lease 1997 79,946 sq.ft. Vacant Land - 533

PT No. 255, PT No. 318 expiring

& PT No. 819 4.10.2082

Kawasan Bandar XXXlX

Daerah Melaka Tengah Lease 1997 75,649 sq.ft. Land for - 2,008

Melaka expiring Commercial

20.3.2094 Complex

Lease 1997 13,067 sq.ft. Land for - 347

expiring Commercial

6.12.2095 Complex

Apartment Sri Idaman Lease 1997 16 Units 5-Storey 3 2,185

Lot 467, Kawasan expiring Apartment

Bandar XXXlX 4.10.2082

Daerah Melaka Tengah

Melaka

60 2 0 0 1 A n n u a l R e p o r t

NOTICE IS HEREBY GIVEN that the Twenty-Fourth Annual General Meeting of Kamunting Corporation Berhad willbe held at Anggerik Room, 4th Floor, Hotel Equatorial, Jalan Sultan Ismail, 50250 Kuala Lumpur on Friday,28 September 2001 at 9.00 a.m. for the following purposes: -

AGENDA1. To receive and adopt the Audited Financial Statements for the year ended

31 March 2001 together with the Report of the Directors and Auditors thereon.

2. To approve the payment of Directors’ fees of RM61,567.00 in respect of theyear ended 31 March 2001.

3. To re-elect the following Directors who retire in accordance with Article 80 ofthe Company’s Articles of Association: -

(i) Mr Tham Ka Hon(ii) Mr Wong Swee Sang

4. To re-elect Encik Kamil Ahmad Merican who retires in accordance with Article87 of the Company’s Articles of Association.

5. To re-appoint Messrs Ernst & Young as auditors of the Company and toauthorise the Directors to fix their remuneration.

AS SPECIAL BUSINESS:To consider and if thought fit, to pass the following Ordinary and SpecialResolutions: -

6. Ordinary Resolution

Authority To Allot And Issue Shares In General Pursuant To Section132D of The Companies Act, 1965

“THAT subject always to the Companies Act, 1965, the Articles of Associationof the Company and the approvals of the relevant governmental and/orregulatory authorities, the Directors be and are hereby empowered, pursuant

to Section 132D of the Companies Act, 1965, to issue shares in the Companyfrom time to time and upon such terms and conditions and for such purposesas the Directors may deem fit provided that the aggregate number of sharesissued pursuant to this resolution does not exceed ten per centum (10%)of the total issued capital of the Company and that such authority shallcontinue in force until the conclusion of the next Annual General Meeting

of the Company”.

(Resolution 1)

(Resolution 2)

(Resolution 3)(Resolution 4)

(Resolution 5)

(Resolution 6)

(Resolution 7)

Notice Of Annual General Meeting

612 0 0 1 A n n u a l R e p o r t

Notice Of Annual General Meeting

7. Special ResolutionProposed Amendments to the Articles of Association of the Company

“THAT the alterations, modifications, additions or deletions to the Articles ofAssociation of the Company as contained in Appendix A attached herewith

be and are hereby approved.”

8. To transact any other business for which due notice shall have been givenin accordance with the Articles of Association of the Company and theCompanies Act, 1965.

(Resolution 8)

BY ORDER OF THE BOARD

ANG HONG MAICompany Secretary

Kuala Lumpur30 August 2001

NOTES: -

1. 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.

2. To be valid the proxy form must be deposited at the registered office of the Company at 11th 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.

3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section

149(1)(c) of the Companies Act, 1965 are complied with.

4. Where a member appoints more than one (1) proxy, the appointment shall be invalid unless he specifies the proportions of his holding to be

represented by each proxy.

5. If the appointor is a corporation, the proxy form must be executed under its Common Seal or under the hand of an officer or attorney duly

authorised.

6. Shareholders’ attention is hereby drawn to the revamped Listing Requirements of the Kuala Lumpur Stock Exchange, which allows a member

of the Company who is an authorise nominee as defined under the Securities Industry (Central Depositories) Act, 1991 to appoint at least one

(1) proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

7. Explanatory Notes on Special Business: -

Ordinary Resolution pursuant to Section 132D of the Companies Act, 1965

The Proposed Resolution 7, if passed, 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 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.

Special Resolution on Proposed Amendments to the Articles of Association

The Proposed Resolution 8, if passed, will cause the Company’s Articles of Association to be in line with Chapter 7 of the revamped Listing

Requirements of Kuala Lumpur Stock Exchange, Companies Act, 1965, the Securities Industry (Central Depositories) Act, 1991 and the Rules

of the Malaysian Central Depository Sdn Bhd.

8. Information on retiring Directors

The particulars of all Directors seeking election and re-election are set out on Pages 5 to 7 and Directors’ Shareholdings on Page 58 of the 2001

Annual Report.

62 2 0 0 1 A n n u a l R e p o r t

This page has been deliberately left blank

Form Of Proxy

I/We (full name in block capitals)

identity card no./company registration no.

of

being a member/members of KAMUNTING CORPORATION BERHAD hereby appoint

of

or failing him

of

or failing him THE CHAIRMAN OF THE MEETING as my/our proxy/proxies to vote on my/our behalf at the

Twenty-Fourth Annual General Meeting of the Company to be held at Anggerik Room, 4th Floor, Hotel Equatorial, Jalan

Sultan Ismail, 50250 Kuala Lumpur on Friday, 28 September 2001, at 9.00 a.m. and at any adjournment thereof.

RESOLUTIONS *FOR *AGAINST

1) To receive and adopt the Audited Financial Statements

2) To approve the payment of Directors’ Fees

3) To re-elect Mr Tham Ka Hon as Director

4) To re-elect Mr Wong Swee Sang as Director

5) To re-elect Encik Kamil Ahmad Merican as Director

6) To re-appoint Messrs Ernst & Young as Auditors

7) To authorise Directors to allot and issue shares pursuant to Section 132D

of the Companies Act, 1965

8) To approve the proposed amendments to the Articles of Association of

the Company

* Please indicate with an “x” on how you wish your vote to be cast. If no specific direction as to voting is given, theproxy will vote or abstain at his discretion.

Dated this day of 2001.

Signature of Shareholder

Notes:-

1. 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 theCompany.

2. To be valid the proxy form must be deposited at the registered office of the Company at 11th Floor, Menara Multi-Purpose, Capital Square, No. 8Jalan Munshi Abdullah, 50100 Kuala Lumpur not less than 48 hours before the time for holding the meeting.

3. A member shall be entitled to appoint more than one (1) proxy to attend and vote at the same meeting provided that the provisions of Section149(1)(c) of the Companies Act, 1965 are complied with.

4. Where a member appoints more than one(1) proxy, the appointment shall be invalid unless he specifies the proportions of his holding to berepresented by each proxy.

5. If the appointor is a corporation, this form must be executed under its Common Seal or under the hand of an officer or attorney duly authorised.

6. Shareholders’ attention is hereby drawn to the revamped Listing Requirements of the Kuala Lumpur Stock Exchange, which allows a memberof the Company who is an authorise nominee as defined under the Securities Industry (Central Depositories) Act, 1991 to appoint at least one (1)proxy in respect of each securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.

NO. OF SHARES HELD

Fold this flap for sealing

Fold here

Fold here

Stamp

THE COMPANY SECRETARYKAMUNTING CORPORATION BERHAD (30246-T)

11TH FLOOR, MENARA MULTI-PURPOSE

CAPITAL SQUARE

NO. 8, JALAN MUNSHI ABDULLAH

50100 KUALA LUMPUR

laporan tahunan 2001 annual reportlibapps2.nus.edu.sg/nus_hl/kamunting12001.pdf · laporan tahunan...

Documents