1 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Directors’ report for the year ended 31 December 2007 The Directors have pleasure in submitting their report and the audited financial statements of the Group and of the Company for the year ended 31 December 2007. Principal activities The principal activities of the Company are property development, building construction, investment holding and property investment. The principal activities of the subsidiaries are stated in Note 7 to the financial statements. There have been no significant changes in the nature of these activities during the financial year. Results Profit attributable to shareholders of the Company Group RM Company RM 7,716,440 2,919,663 Reserves and provisions There were no material transfers to or from reserves and provisions during the year except as disclosed in Note 13 to the financial statements. Dividends Since the end of the previous financial year, the Company paid a first and final dividend of 5% less 27% tax totalling RM6,972,368 in respect of the year ended 31 December 2006 on 8 August 2007. The Directors do not recommend any dividend to be paid for the year under review. Company No. 94528 - T 2 Directors of the Company Directors who served since the date of the last report are : Chan Leong Foon Dato’ Chan Fook Sing Chan Fook Sun Chan Fook Hean Diong Chin Teck Moo Shiew Ming - Executive Chairman - Managing Director - Executive Director - Executive Director In accordance with Article 93 of the Company’s Articles of Association, Mr. Moo Shiew Ming and Mr. Chan Fook Hean retire by rotation from the Board at the forthcoming Annual General Meeting and, being eligible offer themselves for re-election. In accordance with Section 129 (6) of the Companies Act, 1965, Mr. Chan Leong Foon and Mr. Diong Chin Teck retire at the forthcoming Annual General Meeting and, offer themselves for reelection as Directors of the Company until the conclusion of the next Annual General Meeting. Directors’ interests The interests and deemed interests in the shares of the Company and of its related companies (other than wholly-owned subsidiaries) of those who were Directors at year end (including the interests of the spouses or children of the Directors) as recorded in the Register of Directors’ Shareholdings are as follows : Number of ordinary shares of RM1 each Balance at Balance at 1.1.2007 Bought Sold 31.12.2007 Chan Leong Foon : Interest in the Company : - own Deemed interest in the Company : - own - others * Dato’ Chan Fook Sing : Interest in the Company : - own Deemed interest in the Company : - own Chan Fook Sun : Interest in the Company : - own Deemed interest in the Company : - own 20,000 191,000 - 211,000 78,467,610 144,100 78,300 - 78,467,610 222,400 66,000 78,300 - 144,300 78,467,610 - - 78,467,610 20,000 - - 20,000 78,467,610 - - 78,467,610 Company No. 94528 - T 3 Directors’ interests (Cont’d) Number of ordinary shares of RM1 each Balance at Balance at 1.1.2007 Bought Sold 31.12.2007 Chan Fook Hean : Interest in the Company : - own Deemed interest in the Company : - own 5,000 - - 5,000 78,467,610 - - 78,467,610 - 20,000 - 10,000 Diong Chin Teck : Interest in the Company : - own 10,000 Moo Shiew Ming : Interest in the Company : - own 10,000 * 10,000 - Ms. Ooi Cheng Sim is the wife of Mr. Chan Leong Foon while Dato’ Chan Fook Sing, Mr. Chan Fook Sun, Mr. Chan Fook Hean, Mr. Chan Fook Hee and Mr. Chan Min Chwen are the children of Mr. Chan Leong Foon. In accordance with Section 134(12)(c) of the Companies Act, 1965, their interests and deemed interests in the shares of the Company and of its related corporations (other than wholly-owned subsidiaries) shall be treated as the interests of Mr. Chan Leong Foon also. By virtue of their interests of more than 15% in the shares of the Company, Mr. Chan Leong Foon, Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean are also deemed to have interests in the shares of all its subsidiaries to the extent the Company has an interest. Directors’ benefits Since the end of the previous financial year, no Director of the Company has received nor become entitled to receive any benefit (other than a benefit included in the aggregate amount of emoluments received or due and receivable by Directors as shown in the financial statements) by reason of a contract made by the Company or a related company with the Director or with a firm of which the Director is a member, or with a company in which the Director has a substantial financial interest other than transactions entered in the ordinary course of business between certain companies in the Group and companies in which certain Directors have substantial financial interests as disclosed in Note 28. There were no arrangements during and at the end of the financial year which had the object of enabling Directors of the Company to acquire benefits by means of the acquisition of shares in or debentures of the Company or any other body corporate. Issue of shares and debentures There were no changes in the issued and paid-up capital of the Company during the financial year. Company No. 94528 - T 4 Options granted over unissued shares No options were granted to any person to take up unissued shares of the Company during the financial year. Other statutory information Before the balance sheets and income statements of the Group and of the Company were made out, the Directors took reasonable steps to ascertain that: i) all known bad debts have been written off and adequate provision made for doubtful debts, and ii) all current assets have been stated at the lower of cost and net realisable value. At the date of this report, the Directors are not aware of any circumstances: i) that would render the amount written off for bad debts, or the amount of the provision for doubtful debts, in the Group and in the Company inadequate to any substantial extent, or ii) that would render the value attributed to the current assets in the financial statements of the Group and of the Company misleading, or iii) which have arisen which render adherence to the existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate, or iv) not otherwise dealt with in this report or the financial statements, that would render any amount stated in the financial statements of the Group and of the Company misleading. At the date of this report, there does not exist : i) any charge on the assets of the Group or of the Company that has arisen since the end of the financial year and which secures the liabilities of any other person, or ii) any contingent liability in respect of the Group or of the Company that has arisen since the end of the financial year. No contingent liability or other liability of any company in the Group has become enforceable, or is likely to become enforceable within the period of twelve months after the end of the financial year which, in the opinion of the Directors, will or may substantially affect the ability of the Group and of the Company to meet their obligations as and when they fall due. In the opinion of the Directors, the results of the operations of the Group and of the Company for the financial year ended 31 December 2007 have not been substantially affected by any item, transaction or event of a material and unusual nature nor has any such item, transaction or event occurred in the interval between the end of that financial year and the date of this report. Company No. 94528 - T Auditors The auditors, Messrs KPMG, have indicated their willingness to accept re-appointment. Signed on behalf of the Board of Directors in accordance with a resolution of the Directors : …………………………… Chan Leong Foon …………………………… Dato’ Chan Fook Sing Penang, Date : 3 April 2008 5 6 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 In the opinion of the Directors, the financial statements set out on pages 10 to 64 are drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved Financial Reporting Standards issued by the Malaysian Accounting Standards Board so as to give a true and fair view of the state of affairs of the Group and of the Company at 31 December 2007 and of the results of their operations and cash flows for the year ended on that date. Signed in accordance with a resolution of the Directors : …………………………… Chan Leong Foon …………………………… Dato’ Chan Fook Sing Penang, Date : 3 April 2008 7 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Statutory declaration pursuant to Section 169(16) of the Companies Act, 1965 I, Lim Lian Kin, the officer primarily responsible for the financial management of Asas Dunia Berhad, do solemnly and sincerely declare that the financial statements set out on pages 10 to 64 are, to the best of my knowledge and belief, correct and I make this solemn declaration conscientiously believing the same to be true, and by virtue of the provisions of the Statutory Declarations Act, 1960. Subscribed and solemnly declared by the abovenamed at Georgetown in the State of Penang on 3 April 2008. ……………………………… Lim Lian Kin Before me : SEELVARAJOO A/L ERULANDY Commissioner for Oaths Penang 8 Report of the auditors to the members of Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) We have audited the financial statements set out on pages 10 to 64. The preparation of the financial statements is the responsibility of the Company’s Directors. It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do not assume responsibility to any other person for the content of this report. We conducted our audit in accordance with approved Standards on Auditing in Malaysia. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by the Directors, as well as evaluating the overall financial statements presentation. We believe our audit provides a reasonable basis for our opinion. In our opinion : (a) the financial statements are properly drawn up in accordance with the provisions of the Companies Act, 1965 and applicable approved Financial Reporting Standards issued by the Malaysian Accounting Standards Board so as to give a true and fair view of : i) the state of affairs of the Group and of the Company at 31 December 2007 and of the results of their operations and cash flows for the year ended on that date; and ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements of the Group and of the Company; and (b) the accounting and other records and the registers required by the Companies Act, 1965 to be kept by the Company and its subsidiaries have been properly kept in accordance with the provisions of the said Act. 9 Company No. 94528 - T We are satisfied that the financial statements of the subsidiaries that have been consolidated with the Company’s financial statements are in form and content appropriate and proper for the purposes of the preparation of the consolidated financial statements and we have received satisfactory information and explanations required by us for those purposes. The audit reports on the financial statements of the subsidiaries were not subject to any qualification and did not include any comment made under sub-section (3) of Section 174 of the Act. KPMG Firm Number : AF 0758 Chartered Accountants Penang, Date : 3 April 2008 Lee Kean Teong Partner Approval Number : 1857/02/10 (J) 10 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated balance sheet at 31 December 2007 Note 2007 RM 2006 RM 3 4 5 6 8 7,959,490 1,441,116 181,308,179 8,485,613 1,149,105 8,321,648 1,441,116 179,871,870 8,645,275 1,149,105 200,343,503 199,429,014 91,894,383 24,635,827 58,668,941 1,117,833 976,391 83,533,930 21,512,434 63,783,176 2,199,943 1,221,216 Total current assets 177,293,375 172,250,699 Total assets 377,636,878 371,679,713 Assets Property, plant and equipment Intangible assets Land held for property development Investment properties Other investments Total non-current assets Property development costs Receivables, deposits and prepayments Inventories Current tax assets Cash and bank balances 9 10 11 12 Company No. 94528 - T 11 Consolidated balance sheet (Cont’d) Note 2007 RM 2006 RM 13 13 191,595,776 142,278,911 191,595,776 142,316,439 333,874,687 333,912,215 2,285,716 59,221 2,866,490 59,221 2,344,937 2,925,711 27,424 17,268,397 24,121,433 27,424 27,824,458 6,989,905 Total current liabilities 41,417,254 34,841,787 Total liabilities 43,762,191 37,767,498 377,636,878 371,679,713 Equity Share capital Reserves Total equity Liabilities Borrowings Deferred tax liabilities 14 15 Total non-current liabilities Provision Payables and accruals Borrowings Total equity and liabilities 16 17 14 The notes on pages 24 to 64 are an integral part of these financial statements. 12 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated income statement for the year ended 31 December 2007 Note 2007 RM 2006 RM Continuing operations Revenue 18 41,106,659 45,137,665 Cost of goods sold 19 (22,250,737) (29,720,616) 18,855,922 15,417,049 Gross profit Selling and marketing expenses Administrative expenses Other operating income (606,101) (580,689) (7,258,755) (6,847,367) 993,929 507,408 8,496,401 Operating profit 20 11,984,995 Finance costs 23 (1,085,578) Profit before tax Tax expense 24 Profit for the year (347,805) 10,899,417 8,148,596 (3,182,977) (2,234,152) 7,716,440 5,914,444 7,716,440 5,914,444 Attributable to : Shareholders of the Company Basic earnings per ordinary share (sen) 25 4.04 3.09 Net dividend per ordinary share (sen) 26 - 3.65 The notes on pages 24 to 64 are an integral part of these financial statements. 13 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated statement of changes in equity for the year ended 31 December 2007 Attributable to shareholders of the Company Non-distributable At 1 January 2006 Share capital RM Share premium RM 191,595,776 15,960,000 Asset revaluation reserve RM Capital reserve RM Distributable Treasury shares RM Retained profits RM Total RM 818,502 500,000 - 124,104,983 332,979,261 Profit for the year - - - - - 5,914,444 5,914,444 Dividend (Note 26) - - - - - (4,981,490) (4,981,490) 818,502 500,000 - At 31 December 2006 191,595,776 15,960,000 125,037,937 333,912,215 Treasury shares purchased - - - - (781,600) - Profit for the year - - - - - 7,716,440 7,716,440 Dividend (Note 26) - - - - - (6,972,368) (6,972,368) 818,502 500,000 (781,600) At 31 December 2007 191,595,776 15,960,000 The notes on pages 24 to 64 are an integral part of these financial statements. 125,782,009 (781,600) 333,874,687 14 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Consolidated cash flow statement for the year ended 31 December 2007 Note 2007 RM 2006 RM Cash flows from operating activities Profit before tax from continuing operations Adjustments for: Depreciation - property, plant and equipment - investment properties Dividend income Interest expense Interest income Inventories written down Gain on disposal of : - land held for property development - investment properties - plant and equipment Release of unused provision Operating profit before changes in working capital Changes in working capital : Inventories Receivables, deposits and prepayments Property development costs Payables and accruals Cash (used in)/generated from operations Interest paid Tax paid Net cash (used in)/generated from operating activities 3 6 16 10,899,417 8,148,596 512,404 57,854 (22,810) 1,085,578 (25,010) - 561,559 58,025 (17,810) 347,805 (99,946) 177,853 (760,000) (118,192) (26,999) - (55,173) (54,999) (53,618) 11,602,242 9,012,292 5,114,235 (2,439,393) (8,360,453) (10,556,061) (19,782,050) 1,240,970 18,852,570 2,480,012 (4,639,430) 11,803,794 (1,085,578) (2,094,708) (347,805) (2,083,675) (7,819,716) 9,372,314 Company No. 94528 - T 15 Consolidated cash flow statement (Cont’d) Note 2007 RM 2006 RM Cash flows from investing activities Dividends received Interest received Proceeds from disposal of : - land held for property development - investment properties - plant and equipment Purchase of land held for property development Purchase of property, plant and equipment 16,651 25,010 12,823 99,946 76,000 220,000 27,000 (1,436,309) (150,247) 126,570 55,000 (17,475,319) (415,394) (1,221,895) (17,596,374) Dividend paid to shareholders of the Company Repayment of BBA-TF Repayment of lease payables Repurchase of treasury shares (6,972,368) (571,428) (65,000) (781,600) (4,981,490) (571,428) (112,495) - Net cash used in financing activities (8,390,396) (5,665,413) Net decrease in cash and cash equivalents (17,432,007) (13,889,473) (5,130,774) 8,758,699 (22,562,781) (5,130,774) 5 A Net cash used in investing activities Cash flows from financing activities Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December B NOTES A. Purchase of property, plant and equipment During the year, the Group acquired property, plant and equipment with an aggregate cost of RM150,247 (2006 : RM545,394), of which RM Nil (2006 : RM130,000) was acquired by means of finance leases. The balance of RM150,247 (2006 : RM415,394) was paid via cash payments. Company No. 94528 - T 16 Consolidated cash flow statement (Cont’d) B. Cash and cash equivalents Cash and cash equivalents included in the consolidated cash flow statement comprise the following consolidated balance sheet amounts : 2007 RM Cash and bank balances Bank overdrafts 2006 RM 976,391 (23,539,172) 1,221,216 (6,351,990) (22,562,781) (5,130,774) The notes on pages 24 to 64 are an integral part of these financial statements. 17 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Balance sheet at 31 December 2007 Note 2007 RM 2006 RM 3 5 6 7 8 7,384,441 148,665,424 8,315,587 22,346,659 1,149,105 7,716,849 147,361,704 8,474,100 22,346,659 1,149,105 187,861,216 187,048,417 94,181,702 55,662,097 25,006,337 177,782 211,711 80,002,873 54,008,571 23,563,238 394,770 481,655 Total current assets 175,239,629 158,451,107 Total assets 363,100,845 345,499,524 Assets Property, plant and equipment Land held for property development Investment properties Investments in subsidiaries Other investments Total non-current assets Property development costs Receivables, deposits and prepayments Inventories Current tax assets Cash and bank balances 9 10 11 12 Company No. 94528 - T 18 Balance sheet (Cont’d) Note 2007 RM 2006 RM 13 13 191,595,776 92,538,423 191,595,776 97,372,728 284,134,199 288,968,504 2,285,716 50,766 2,866,490 50,766 2,336,482 2,917,256 27,424 52,481,307 24,121,433 27,424 46,596,435 6,989,905 Total current liabilities 76,630,164 53,613,764 Total liabilities 78,966,646 56,531,020 363,100,845 345,499,524 Equity Share capital Reserves Total equity Liabilities Borrowings Deferred tax liabilities 14 15 Total non-current liabilities Provision Payables and accruals Borrowings Total equity and liabilities 16 17 14 The notes on pages 24 to 64 are an integral part of these financial statements. 19 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Income statement for the year ended 31 December 2007 Note 2007 RM 2006 RM Continuing operations Revenue 18 22,684,576 23,192,812 Cost of goods sold 19 (12,466,771) (15,164,142) 10,217,805 8,028,670 Gross profit Selling and marketing expenses Administrative expenses Other operating income (414,795) (266,301) (5,427,821) (5,120,401) 934,677 420,217 3,062,185 Operating profit 20 5,309,866 Finance costs 23 (1,085,578) 4,224,288 Profit before tax Tax expense 24 2,919,663 Profit for the year Net dividend per ordinary share (sen) (1,304,625) 26 - The notes on pages 24 to 64 are an integral part of these financial statements. (342,484) 2,719,701 (886,281) 1,833,420 3.65 20 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Statement of changes in equity for the year ended 31 December 2007 At 1 January 2006 Share capital RM Share premium RM 191,595,776 15,960,000 Non-distributable Asset revaluation reserve RM Distributable Treasury shares RM Retained profits RM Total RM 818,502 - 83,742,296 292,116,574 Profit for the year - - - - 1,833,420 1,833,420 Dividend (Note 26) - - - - (4,981,490) (4,981,490) 818,502 - 80,594,226 At 31 December 2006 191,595,776 15,960,000 Treasury shares purchased - - - (781,600) Profit for the year - - - - 2,919,663 2,919,663 Dividend (Note 26) - - - - (6,972,368) (6,972,368) 818,502 (781,600) At 31 December 2007 191,595,776 15,960,000 The notes on pages 24 to 64 are an integral part of these financial statements. - 288,968,504 76,541,521 (781,600) 284,134,199 21 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) Cash flow statement for the year ended 31 December 2007 Note 2007 RM 2006 RM Cash flows from operating activities Profit before tax from continuing operations Adjustments for: Depreciation - property, plant and equipment - investment properties Dividend income Interest expense Interest income Gain on disposal of : - land held for property development - investment properties - plant and equipment Release of unused provision Operating profit before changes in working capital Changes in working capital : Inventories Receivables, deposits and prepayments Property development costs Payables and accruals Cash (used in)/generated from operations Interest paid Tax paid Net cash (used in)/generated from operating activities 3 6 16 4,224,288 2,719,701 381,252 56,705 (22,810) 1,085,578 (11,657) 463,697 56,877 (17,810) 342,484 (40,132) (118,192) (26,999) - (55,173) (54,999) (53,618) 5,568,165 3,361,027 (1,443,099) (1,653,526) (14,178,829) 5,884,872 (9,171,487) (3,806,741) (1,701,677) 25,578,358 (5,822,417) 14,259,480 (1,085,578) (1,081,478) (342,484) (718,451) (7,989,473) 13,198,545 Company No. 94528 - T 22 Cash flow statement (Cont’d) Note 2007 RM 2006 RM Cash flows from investing activities Dividends received Interest received Proceeds from disposal of : - land held for property development - investment properties - plant and equipment Purchase of land held for property development Purchase of property, plant and equipment 16,651 11,657 12,823 40,132 220,000 27,000 (1,303,720) (48,845) 126,570 55,000 (17,194,683) (152,821) (1,077,257) (17,112,979) Dividend paid to shareholders of the Company Repayment of BBA-TF Repayment of lease payables Repurchase of treasury shares (6,972,368) (571,428) (65,000) (781,600) (4,981,490) (571,428) (54,167) - Net cash used in financing activities (8,390,396) (5,607,085) Net decrease in cash and cash equivalents (17,457,126) (9,521,519) (5,870,335) 3,651,184 (23,327,461) (5,870,335) 5 A Net cash used in investing activities Cash flows from financing activities Cash and cash equivalents at 1 January Cash and cash equivalents at 31 December B NOTES A. Purchase of property, plant and equipment During the year, the Company acquired property, plant and equipment with an aggregate cost of RM48,845 (2006 : RM282,821) of which RM Nil (2006 : RM130,000) was acquired by means of hire purchase. The balance of RM48,845 (2006 : RM152,821) was paid via cash payments. Company No. 94528 - T 23 Cash flow statement (Cont’d) B. Cash and cash equivalents Cash and cash equivalents included in the cash flow statement comprise the following balance sheet amounts : 2007 RM Cash and bank balances Bank overdrafts 2006 RM 211,711 (23,539,172) 481,655 (6,351,990) (23,327,461) (5,870,335) The notes on pages 24 to 64 are an integral part of these financial statements. 24 Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Notes to the financial statements Asas Dunia Berhad is a public limited liability company, incorporated and domiciled in Malaysia and is listed on the Main Board of Bursa Malaysia Securities Berhad. The address of its registered office and principal place of business is as follows : Wisma Asas No. 228-B Lebuh Chulia 10200 Penang The consolidated financial statements as at and for the year ended 31 December 2007 comprise the Company and its subsidiaries (together referred to as the Group). The principal activities of the Company are property development, building construction, investment holding and property investment. The principal activities of its subsidiaries are set out in Note 7 to the financial statements. The financial statements were approved by the Board of Directors on 3 April 2008. 1. Basis of preparation (a) Statement of compliance The financial statements of the Group and of the Company have been prepared in accordance with applicable approved Financial Reporting Standards (“FRS”) issued by the Malaysian Accounting Standards Board (MASB), accounting principles generally accepted in Malaysia and the provisions of the Companies Act, 1965. The MASB has also issued the following FRSs and Interpretations that are effective for annual periods beginning after 1 January 2007 and that have not been applied in preparing these financial statements : FRSs/Interpretations Effective date FRS 107, Cash Flow Statements 1 July 2007 FRS 111, Construction Contracts 1 July 2007 FRS 112, Income Taxes 1 July 2007 FRS 118, Revenue 1 July 2007 Company No. 94528 - T 25 1. Basis of preparation (Cont’d) (a) Statement of compliance (Cont’d) FRSs/Interpretations Effective date FRS 120, Accounting for Government Grants and Disclosure of Government Assistance 1 July 2007 Amendment to FRS 121, The Effects of Changes in Foreign Exchange Rates - Net Investment in a Foreign Operation 1 July 2007 FRS 134, Interim Financial Reporting 1 July 2007 FRS 137, Provisions, Contingent Liabilities and Contingent Assets 1 July 2007 FRS 139, Financial Instruments : Recognition and Measurement To be announced IC Interpretation 1, Changes in Existing Decommissioning, Restoration and Similar Liabilities 1 July 2007 IC Interpretation 2, Members’ Shares in Co-operative Entities and Similar Instruments 1 July 2007 IC Interpretation 5, Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds 1 July 2007 IC Interpretation 6, Liabilities arising from Participating in a Specific Market - Waste Electrical and Electronic Equipment 1 July 2007 IC Interpretation 7, Applying the Restatement Approach under FRS 129 Financial Reporting in Hyperinflationary Economies 1 July 2007 IC Interpretation 8, Scope of FRS 2 1 July 2007 The Group and the Company plan to apply the rest of the above-mentioned FRSs and Interpretations, where applicable, for the annual period beginning 1 January 2008 except for FRS 139, Financial Instruments : Recognition and Measurement which the effective date has yet to be announced. The impact of applying FRS 139 on the financial statements upon first adoption as required by paragraph 30(b) of FRS 108, Accounting Policies, Changes in Accounting Estimates and Errors is not disclosed by virtue of the exemption given in FRS 139.103AB. Company No. 94528 - T 26 1. Basis of preparation (Cont’d) (a) Statement of compliance (Cont’d) The initial application of the other FRSs and Interpretations are not expected to have any material impact on the financial statements of the Group and of the Company. (b) Basis of measurement The financial statements have been prepared on the historical cost basis other than as disclosed in Note 2. (c) Functional and presentation currency These financial statements are presented in Ringgit Malaysia (RM), which is the Company’s functional currency. (d) Use of estimates and judgements The preparation of financial statements requires management to make judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates. Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognised in the period in which the estimate is revised and in any future periods affected. There are no significant areas of estimation uncertainty and critical judgements in applying accounting policies that have significant effect on the amounts recognised in the financial statements. 2. Significant accounting policies The accounting policies set out below have been applied consistently to the periods presented in these financial statements, and have been applied consistently by Group entities, unless otherwise stated. (a) Basis of consolidation (i) Subsidiaries Subsidiaries are entities, including unincorporated entities, controlled by the Group. Control exists when the Group has the ability to exercise its power to govern the financial and operating policies of an entity so as to obtain benefits from its activities. In assessing control, potential voting rights that presently are exercisable are taken into account. Subsidiaries are consolidated using the purchase method of accounting. Company No. 94528 - T 27 2. Significant accounting policies (Cont’d) (a) Basis of consolidation (Cont’d) Under the purchase method of accounting, the financial statements of subsidiaries are included in the consolidated financial statements from the date that control commences until the date that control ceases. Investments in subsidiaries are stated in the Company’s balance sheet at cost less impairment losses, unless the investment is classified as held for sale (or included in a disposal group that is classified as held for sale). (ii) Changes in Group composition Where a subsidiary issues new equity shares to minority interest for cash consideration and the issue price has been established at fair value, the reduction in the Group’s interests in the subsidiary is accounted for as a disposal of equity interest with the corresponding gain or loss recognised in the income statements. When a group purchases a subsidiary’s equity shares from minority interest for cash consideration and the purchase price has been established at fair value, the accretion of the Group’s interests in the subsidiary is accounted for as a purchase of equity interest for which the acquisition method of accounting is applied. The Group treats all other changes in group composition as equity transactions between the Group and its minority shareholders. Any difference between the Group’s share of net assets before and after the change, and any consideration received or paid, is adjusted to or against Group reserves. (iii) Minority interest Minority interest at the balance sheet date, being the portion of the net identifiable assets (excluding goodwill) of subsidiaries attributable to equity interests that are not owned by the Company, whether directly or indirectly through subsidiaries, are presented in the consolidated balance sheet and statement of changes in equity within equity, separately from equity attributable to the equity shareholders of the Company. Minority interest in the results of the Group is presented on the face of the consolidated income statement as an allocation of the total profit or loss for the year between minority interest and the equity shareholders of the Company. Where losses applicable to the minority exceed the minority’s interest in the equity of a subsidiary, the excess, and any further losses applicable to the minority, are charged against the Group’s interest except to the extent that the minority has a binding obligation to, and is able to, make additional investment to cover the losses. If the subsidiary subsequently reports profits, the Group’s interest is allocated with all such profits until the minority’s share of losses previously absorbed by the Group has been recovered. Company No. 94528 - T 28 2. Significant accounting policies (Cont’d) (a) Basis of consolidation (Cont’d) (iv) Transactions eliminated on consolidation Intra-group balances, and any unrealised income and expenses arising from intragroup transactions, are eliminated in preparing the consolidated financial statements. (b) Property, plant and equipment (i) Recognition and measurement Freehold land are stated at cost/valuation. All other property, plant and equipment are stated at cost less accumulated depreciation and accumulated impairment losses. The Group has availed itself to the transitional provision when the MASB first adopted IAS 16, Property, Plant and Equipment in 1998. Certain properties were revalued in 1994 and no later valuation has been recorded for these properties. Cost includes expenditures that are directly attributable to the acquisition of the asset and any other costs directly attributable to bringing the asset to working condition for its intended use, and the costs of dismantling and removing the items and restoring the site on which they are located. The cost of self-constructed assets includes the cost of materials and direct labour. Purchased software that is integral to the functionality of the related equipment is capitalised as part of that equipment. The cost of property, plant and equipment recognised as a result of a business combination is based on fair value at acquisition date. The fair value of property is the estimated amount for which a property could be exchanged between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. The fair value of other items of plant and equipment is based on the quoted market prices for similar items. When significant parts of an item of property, plant and equipment have different useful lives, they are accounted for as separate items (major components) of property, plant and equipment. Gains and losses on disposal of an item of property, plant and equipment are determined by comparing the proceeds from disposal with the carrying amount of property, plant and equipment and are recognised net within “other income” or “other operating expenses” respectively in the income statements. When revalued assets are sold, the amounts included in the asset revaluation reserve are transferred to retained profits. Company No. 94528 - T 29 2. Significant accounting policies (Cont’d) (b) Property, plant and equipment (Cont’d) (ii) Reclassification to investment property Property that is being constructed for future use as investment property is accounted for as property, plant and equipment until construction or development is complete, at which time it is reclassified as investment property. When the use of a property changes from owner-occupied to investment property, the property is reclassified as investment property. (iii) Subsequent costs The cost of replacing part of an item of property, plant and equipment is recognised in the carrying amount of the item if it is probable that the future economic benefits embodied within the part will flow to the Group and its cost can be measured reliably. The carrying amount of those parts that are replaced is derecognised. The costs of the day-to-day servicing of property, plant and equipment are recognised in the income statements as incurred. (iv) Depreciation Depreciation is recognised in the income statements on a straight-line basis over the estimated useful lives of each part of an item of property, plant and equipment. Leased assets are depreciated over the shorter of the lease term and their useful lives unless it is reasonably certain that the Group will obtain ownership by the end of the lease term. Freehold land is not depreciated. Property, plant and equipment under construction are not depreciated until the assets are ready for their intended use. The estimated useful lives for the current and comparative periods are as follows : Buildings Plant and machinery Renovation Furniture, fittings and equipment Motor vehicles 50 years 4 - 5 years 10 years 2.5 - 12.5 years 5 years Depreciation methods, useful lives and residual values are reassessed at the balance sheet date. Company No. 94528 - T 30 2. Significant accounting policies (Cont’d) (c) Leased assets (i) Finance lease Leases in terms of which the Group assumes substantially all the risks and rewards of ownership are classified as finance leases. Upon initial recognition the leased asset is measured at an amount equal to the lower of its fair value and the present value of the minimum lease payments. Subsequent to initial recognition, the asset is accounted for in accordance with the accounting policy applicable to that asset. Minimum lease payments made under finance leases are apportioned between the finance expense and the reduction of the outstanding liability. The finance expense is allocated to each period during the lease term so as to produce a constant periodic rate of interest on the remaining balance of the liability. Contingent lease payments are accounted for by revising the minimum lease payments over the remaining term of the lease when the lease adjustment is confirmed. (ii) Operating lease Other leases are operating leases and the leased assets are not recognised on the Group’s balance sheet. Payments made under operating leases are recognised in the income statements on a straight-line basis over the term of the lease. Lease incentives received are recognised as an integral part of the total lease expense, over the term of the lease. (d) Intangible assets Goodwill Goodwill arises on business combinations and is measured at cost less any accumulated impairment losses. For acquisitions prior to 1 January 2006, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the fair values of the net identifiable assets and liabilities. With the adoption of FRS 3 beginning 1 January 2006, goodwill represents the excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifiable assets, liabilities and contingent liabilities of the acquiree. Any excess of the Group’s interest in the net fair value of acquiree’s identifiable assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in income statements. Goodwill is tested for impairment annually and whenever there is an indication that it may be impaired. Company No. 94528 - T 31 2. Significant accounting policies (Cont’d) (e) Land held for property development Land held for property development consists of land or such portions thereof on which no development activities have been carried out or where development activities are not expected to be completed within the Group’s normal operating cycle of 2 to 3 years. Such land is classified as non-current asset and is stated at cost less accumulated impairment losses. Land held for property development is reclassified as property development costs at the point when development activities have commenced and where it can be demonstrated that the development activities can be completed within the Group’s normal operating cycle of 2 to 3 years. Cost associated with the acquisition of land includes the purchase price of the land, professional fees, stamp duties, commissions, conversion fees and other relevant levies. (f) Investment properties Investment properties are properties which are owned to earn rental income or for capital appreciation or for both. These include land held for a currently undetermined future use. Properties that are occupied by the companies in the Group are accounted for as owneroccupied rather than as investment properties. Investment properties are stated at cost less accumulated depreciation and impairment losses, consistent with the accounting policy for property, plant and equipment as stated in accounting policy Note 2(b). Transfers between investment property, property, plant and equipment and inventories do not change the carrying amount and the cost of the property transferred. Depreciation is charged to the income statements on a straight-line basis over the estimated useful lives of 50 years for buildings. Freehold land is not depreciated. The Directors estimate the fair values of the Group’s investment properties without involvement of independent valuers. The fair values are based on market values, being the estimated amount for which a property could be exchanged on the date of the valuation between a willing buyer and a willing seller in an arm’s length transaction after proper marketing wherein the parties had each acted knowledgeably, prudently and without compulsion. (g) Investments in equity securities Investments in equity securities are recognised initially at fair value plus attributable transaction costs. Subsequent to initial recognition, investments in non-current equity securities other than investments in subsidiaries, are stated at cost less allowance for diminution in value. Company No. 94528 - T 32 2. Significant accounting policies (Cont’d) (g) Investments in equity securities (Cont’d) Where in the opinion of the Directors, there is a decline other than temporary in the value of non-current equity securities other than investments in subsidiaries, the allowance for diminution in value is recognised as an expense in the financial year in which the decline is identified. On disposal of an investment, the difference between net disposal proceeds and its carrying amount is recognised in the income statements. All investments in equity securities are accounted for using settlement date accounting. Settlement date accounting refers to: a) the recognition of an asset on the day it is received by the entity, and b) the derecognition on an asset and recognition of any gain or loss on disposal on the date it is delivered. (h) Property development costs Property development costs comprise costs associated with the acquisition of land and all costs that are directly attributable to development activities or that can be allocated on a reasonable basis to such activities, including interest expense incurred during the period of active development. Property development costs not recognised as an expense is recognised as an asset and is stated at the lower of cost and net realisable value. The excess of revenue recognised in the income statements over billings to purchasers is shown as accrued billings under receivables, deposits and prepayments and the excess of billings to purchasers over revenue recognised in the income statements is shown as progress billings under payables and accruals. (i) Receivables Receivables are initially recognised at their cost when the contractual right to receive cash or another financial asset from another entity is established. Subsequent to initial recognition, receivables are stated at cost less allowance for doubtful debts. Receivables are not held for the purpose of trading. Company No. 94528 - T 33 2. Significant accounting policies (Cont’d) (j) Inventories i) Completed development properties Completed development properties are stated at the lower of cost and net realisable value. Cost is determined on the specific identification basis and includes costs of land, direct building costs and other related development cost. ii) Building materials Building materials are stated at the lower of cost and net realisable value. The cost of building materials comprises the original purchase price plus incidental costs in bringing these inventories to their present location and conditions. Net realisable value is the estimated selling price in the ordinary course of business, less the estimated costs of completion and the estimated costs necessary to make the sale. The fair value of inventories acquired in a business combination is determined based on its estimated selling price in the ordinary course of business less the estimated costs of completion and sale, and a reasonable profit margin based on the effort required to complete and sell the inventories. (k) Cash and cash equivalents Cash and cash equivalents consist of cash on hand, balances and deposits with banks and highly liquid investments which have an insignificant risk of changes in value. For the purpose of the cash flow statement, cash and cash equivalents are presented net of bank overdrafts and pledged deposits. (l) Impairment of assets The carrying amounts of assets, other than inventories, property development costs and financial assets, are reviewed at each reporting date to determine whether there is any indication of impairment. If any such indication exists, then the asset’s recoverable amount is estimated. For goodwill, recoverable amount is estimated at each reporting date. The recoverable amount of an asset or cash-generating unit is the greater of its value in use and its fair value less costs to sell. In assessing value in use, the estimated future cash flows are discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. For the purpose of impairment testing, assets are grouped together into the smallest group of assets that generates cash inflows from continuing use that are largely independent of the cash inflows of other assets or groups of assets (the “cash-generating unit”). The goodwill acquired in a business combination, for the purpose of impairment testing, is allocated to cash-generating units that are expected to benefit from the synergies of the combination. Company No. 94528 - T 34 2. Significant accounting policies (Cont’d) (l) Impairment of assets (Cont’d) An impairment loss is recognised if the carrying amount of an asset or its cash-generating unit exceeds its recoverable amount unless the asset is carried at a revalued amount, in which case the impairment loss is recognised directly against any revaluation surplus for the asset to the extent that the impairment loss does not exceed the amount in the revaluation surplus for that same asset. Impairment losses are recognised in the income statements. Impairment losses recognised in respect of cash-generating units are allocated first to reduce the carrying amount of any goodwill allocated to the units and then to reduce the carrying amount of the other assets in the unit (groups of units) on a pro rata basis. An impairment loss in respect of goodwill is not reversed. In respect of other assets, impairment losses recognised in prior periods are assessed at each reporting date for any indications that the loss has decreased or no longer exists. An impairment loss is reversed if there has been a change in the estimates used to determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s carrying amount does not exceed the carrying amount that would have been determined, net of depreciation or amortisation, if no impairment loss had been recognised. Reversals of impairment losses are credited to the income statements in the year in which the reversals are recognised, unless it reverses an impairment loss on a revalued asset, in which case it is credited directly to revaluation surplus. Where an impairment loss on the same revalued asset was previously recognised in the income statements, a reversal of that impairment loss is also recognised in the income statements. (m) Share capital (i) Shares issue expenses Incremental costs directly attributable to issue of shares are recognised as a deduction from equity. (ii) Repurchase of share capital When share capital recognised as equity is repurchased, the amount of the consideration paid, including directly attributable costs, is recognised as a deduction from equity and is not re-valued for subsequent changes in the fair value or market price of shares. Repurchased shares are classified as treasury shares and are presented as a deduction from total equity. Where treasury shares are distributed as share dividends, the cost of the treasury shares is applied in the reduction of the share premium account or distributable reserves, or both. Where treasury shares are reissued by re-sale in the open market, the difference between the sales consideration net of directly attributable costs and the carrying amount of the treasury shares is recognised in equity. Company No. 94528 - T 35 2. Significant accounting policies (Cont’d) (n) Borrowings Borrowings are stated at amortised cost with any difference between cost and redemption value being recognised in the income statements over the period of the borrowings using the effective interest method. (o) Provisions A provision is recognised if, as a result of a past event, the Group has a present legal or constructive obligation that can be estimated reliably, and it is probable that an outflow of economic benefits will be required to settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. Contingent liabilities Where it is not probable that an outflow of economic benefits will be required, or the amount cannot be estimated reliably, the obligation is disclosed as a contingent liability, unless the probability of outflow of economic benefits is remote. Possible obligations, whose existence will only be confirmed by the occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities unless the probability of outflow of economic benefits is remote. Where the Company enters into financial guarantee contracts to guarantee the indebtedness of other companies within its group, the Company considers these to be insurance arrangements, and accounts for them as such. In this respect, the Company treats the guarantee contract as a contingent liability until such time as it becomes probable that the Company will be required to make a payment under the guarantee. (p) Payables Payables are measured initially and subsequently at cost. Payables are recognised when there is a contractual obligation to deliver cash or another financial asset to another entity. (q) Employee benefits Short-term employee benefit obligations in respect of salaries, annual bonuses, paid annual leave and sick leave are measured on an undiscounted basis and are expensed as the related service is provided. A provision is recognised for the amount expected to be paid under short-term cash bonus or profit-sharing plans if the Group has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the obligation can be estimated reliably. The Group’s contribution to statutory pension funds are charged to the income statements in the year to which they relate. Once the contributions have been paid, the Group has no further payment obligations. Company No. 94528 - T 36 2. Significant accounting policies (Cont’d) (r) Revenue recognition (i) Property development Revenue from property development activities is recognised based on the stage of completion measured by reference to the proportion that property development costs incurred for work performed to date bear to the estimated total property development costs. Where the financial outcome of a property development activity cannot be reliably estimated, property development revenue is recognised only to the extent of property development costs incurred that is probable will be recoverable, and property development costs on the development units sold are recognised as an expense in the period in which they are incurred. Any expected loss on a development project, including costs to be incurred over the defects liability period, is recognised immediately in the income statements. (ii) Completed development properties Revenue relating to sale of completed development properties is recognised net of discounts when transfer of risks and rewards have been completed. (iii) Goods sold Revenue from the sale of goods is measured at fair value of the consideration received or receivable, net of returns and allowances, trade discounts and volume rebates. Revenue is recognised when the significant risks and rewards of ownership have been transferred to the buyer, recovery of the consideration is probable, the associated costs and possible return of goods can be estimated reliably, and there is no continuing management involvement with the goods. (iv) Dividend income Dividend income is recognised when the right to receive payment is established. (v) Rental income Rental income is recognised in the income statements on a straight-line basis over the term of the lease. Lease incentives granted are recognised as an integral part of the total rental income, over the term of the lease. (s) Interest income and borrowing costs Interest income is recognised as it accrues, using the effective interest method. All borrowing costs are recognised in the income statements using the effective interest method, in the period in which they are incurred except to the extent that they are capitalised as being directly attributable to property development costs (refer Note 2(h)). Company No. 94528 - T 37 2. Significant accounting policies (Cont’d) (s) Interest income and borrowing costs (Cont’d) The capitalisation of borrowing costs as part of the cost of a qualifying asset commences when expenditure for the asset is being incurred, borrowing costs are being incurred and activities that are necessary to prepare the asset for its intended sale are in progress. Capitalisation of borrowing costs is suspended or ceases when substantially all the activities necessary to prepare the qualifying asset for its intended sale are interrupted or completed. (t) Tax expense Tax expense comprises current and deferred tax. Tax expense is recognised in the income statements except to the extent that it relates to items recognised directly in equity, in which case it is recognised in equity. Current tax is the expected tax payable on the taxable income for the year, using tax rates enacted or substantively enacted at the balance sheet date, and any adjustment to tax payable in respect of previous years. Deferred tax is recognised using the balance sheet method, providing for temporary differences between the carrying amounts of assets and liabilities for reporting purposes and the amounts used for taxation purposes. Deferred tax is not recognised for the following temporary differences: the initial recognition of goodwill, the initial recognition of assets or liabilities in a transaction that is not a business combination and that affects neither accounting nor taxable profit (tax loss). Deferred tax is measured at the tax rates that are expected to be applied to the temporary differences when they reverse, based on the laws that have been enacted or substantively enacted by the balance sheet date. Deferred tax liability is recognised for all taxable temporary differences. A deferred tax asset is recognised to the extent that it is probable that future taxable profits will be available against which temporary difference can be utilised. Deferred tax assets are reviewed at each reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realised. (u) Earnings per share The Group presents basic earnings per share (EPS) data for its ordinary shares. Basic EPS is calculated by dividing the profit or loss attributable to ordinary shareholders of the Company by the weighted average number of ordinary shares outstanding during the period. (v) Segment reporting A segment is a distinguishable component of the Group that is engaged either in providing products or services (business segment), or in providing products or services within a particular economic environment (geographical segment), which is subject to risks and rewards that are different from those of other segments. Company No. 94528 - T 38 3. Property, plant and equipment Freehold land RM Buildings RM Plant and machinery RM Cost/Valuation At 1 January 2006 Additions Disposal 4,994,104 - 2,819,495 134,350 - At 31 December 2006/ 1 January 2007 4,994,104 2,953,845 Group Additions Disposal Reclassification - 69,667 - Other assets * RM Total RM 3,636,183 185,000 (133,000) 4,244,512 226,044 - 15,694,294 545,394 (133,000) 3,688,183 4,470,556 16,106,688 2,697 (175,000) 77,883 (127,842) 175,000 150,247 (127,842) - At 31 December 2007 4,994,104 3,023,512 3,515,880 4,595,597 16,129,093 Representing : - At cost - At valuation 1,132,104 3,862,000 3,023,512 - 3,515,880 - 4,595,597 - 12,267,093 3,862,000 4,994,104 3,023,512 3,515,880 4,595,597 16,129,093 Accumulated depreciation At 1 January 2006 Depreciation for the year Disposal - 551,747 59,749 - 3,381,547 178,250 (132,999) 3,423,186 323,560 - 7,356,480 561,559 (132,999) At 31 December 2006/ 1 January 2007 - 611,496 3,426,798 3,746,746 7,785,040 Depreciation for the year Disposal Reclassification - 76,034 - At 31 December 2007 - 687,530 3,409,264 4,072,809 8,169,603 1,132,104 3,862,000 2,267,748 - 254,636 - 821,326 - 4,475,814 3,862,000 4,994,104 2,267,748 254,636 821,326 8,337,814 1,132,104 3,862,000 2,342,349 - 261,385 - 723,810 - 4,459,648 3,862,000 4,994,104 2,342,349 261,385 723,810 8,321,648 1,132,104 3,862,000 2,335,982 - 106,616 - 522,788 - 4,097,490 3,862,000 4,994,104 2,335,982 106,616 522,788 7,959,490 Carrying amounts At 1 January 2006 - At cost - At valuation At 31 December 2006/ 1 January 2007 - At cost - At valuation At 31 December 2007 - At cost - At valuation 84,549 (102,083) 351,821 (127,841) 102,083 512,404 (127,841) - Company No. 94528 - T 39 3. Property, plant and equipment (Cont’d) Freehold land RM Buildings RM Plant and machinery RM Cost/Valuation At 1 January 2006 Additions Disposal 4,983,533 - 2,590,045 - At 31 December 2006/ 1 January 2007 4,983,533 2,590,045 - - At 31 December 2007 4,983,533 2,590,045 3,217,808 3,932,594 14,723,980 Representing : - At cost - At valuation 1,121,533 3,862,000 2,590,045 - 3,217,808 - 3,932,594 - 10,861,980 3,862,000 4,983,533 2,590,045 3,217,808 3,932,594 14,723,980 Company Additions Disposal Other assets * RM Total RM 3,163,111 185,000 (133,000) 3,916,467 97,821 - 14,653,156 282,821 (133,000) 3,215,111 4,014,288 14,802,977 2,697 - 46,148 (127,842) 48,845 (127,842) Accumulated depreciation At 1 January 2006 Depreciation for the year Disposal - 510,020 51,801 - 3,036,702 133,260 (132,999) 3,208,708 278,636 - 6,755,430 463,697 (132,999) At 31 December 2006/ 1 January 2007 - 561,821 3,036,963 3,487,344 7,086,128 Depreciation for the year Disposal - 51,801 - 83,309 - At 31 December 2007 - 613,622 3,120,272 3,605,645 7,339,539 1,121,533 3,862,000 2,080,025 - 126,409 - 707,759 - 4,035,726 3,862,000 4,983,533 2,080,025 126,409 707,759 7,897,726 1,121,533 3,862,000 2,028,224 - 178,148 - 526,944 - 3,854,849 3,862,000 4,983,533 2,028,224 178,148 526,944 7,716,849 1,121,533 3,862,000 1,976,423 - 97,536 - 326,949 - 3,522,441 3,862,000 4,983,533 1,976,423 97,536 326,949 7,384,441 Carrying amounts At 1 January 2006 - At cost - At valuation At 31 December 2006/ 1 January 2007 - At cost - At valuation At 31 December 2007 - At cost - At valuation * 246,142 (127,841) 381,252 (127,841) Other assets comprise renovation, furniture, fittings and equipment and motor vehicles. Company No. 94528 - T 40 3. Property, plant and equipment (Cont’d) 3.1 Leased plant and machinery Included in property, plant and equipment of the Group and of the Company are motor vehicles with carrying value of RM248,379 (2006 : RM392,804) and RM156,485 (2006 : RM275,266) respectively held in trust by the Directors and plant and machinery with carrying value of RM92,518 (2006 : RM174,183) held under finance lease arrangements. 3.2 Property, plant and equipment under the revaluation model The freehold land of the Group and of the Company with carrying value of RM3,862,000 (2006 : RM3,862,000) was revalued in 1994 based on valuation by an independent professional valuer on an open market value basis. The revaluation surplus arising from the revaluation has been capitalised as revaluation reserve. Had the freehold land been carried at historical cost, the carrying amount of the revalued asset that would have been included in the financial statements of the Group and of the Company at the end of the year is RM1,000,000 (2006 : RM1,000,000). 4. Intangible assets Goodwill on consolidation Group 2007 RM At 1 January/31 December 4.1 1,441,116 2006 RM 1,441,116 Impairment testing for cash-generating units containing goodwill For the purpose of impairment testing, goodwill is allocated to the Group’s CashGenerating Units (“CGUs”) identified. Goodwill is tested for impairment on an accrual basis by comparing the carrying amount with the recoverable amount of the CGUs based on the value-in-use. Value-in-use is determined by discounting the future cash flows generated from the continuing use of the unit and is based on the recent financial projections approved by the Management. The gross margin used in the projections is based on past experience. Company No. 94528 - T 41 5. Land held for property development Group Company 2007 RM 2006 RM 2007 RM 2006 RM 174,289,476 2,441,217 3,141,177 157,268,681 2,441,217 2,758,050 143,448,518 2,192,287 1,720,899 126,563,762 2,192,287 1,482,369 179,871,870 162,467,948 147,361,704 130,238,418 Cost At 1 January Freehold land Leasehold land Development expenditure Additions Disposal 1,436,309 *- 17,475,319 (71,397) 1,303,720 - 17,194,683 (71,397) 174,772,165 2,441,217 4,094,797 174,289,476 2,441,217 3,141,177 143,920,208 2,192,287 2,552,929 143,448,518 2,192,287 1,720,899 181,308,179 179,871,870 148,665,424 147,361,704 At 31 December Freehold land Leasehold land Development expenditure * During the year, there was disposal of a piece of land for which the carrying amount is RM Nil. 6. Investment properties Group 2007 RM Company 2006 RM 2007 RM 2006 RM Cost At 1 January Disposal 8,703,300 (103,010) 8,703,300 - 8,530,977 (103,010) 8,530,977 - At 31 December 8,600,290 8,703,300 8,427,967 8,530,977 58,025 - 56,877 56,705 (1,202) 56,877 - 58,025 112,380 56,877 Accumulated depreciation At 1 January Depreciation Disposal At 31 December 58,025 57,854 (1,202) 114,677 Company No. 94528 - T 42 6. Investment properties (Cont’d) Group Carrying amounts Company 2007 RM 2006 RM 2007 RM 2006 RM 8,485,613 8,645,275 8,315,587 8,474,100 5,733,350 2,752,263 5,802,023 2,843,252 5,618,467 2,697,120 5,687,140 2,786,960 8,485,613 8,645,275 8,315,587 8,474,100 Included in the above are : Freehold land Buildings The fair value of investment properties are as follows : Group Description of freehold land and buildings Company 2007 RM 2006 RM 2007 RM 2006 RM 1,183,000 1,382,000 1,183,000 1,382,000 600,000 600,000 600,000 600,000 1,948,000 1,948,000 1,948,000 1,948,000 3,975,000 3,975,000 3,975,000 3,975,000 1,827,000 1,827,000 1,827,000 1,827,000 359,000 359,000 - - 650,000 650,000 650,000 650,000 10,542,000 10,741,000 10,183,000 10,382,000 i) based on valuation by independent professional valuers in 2002 on an open market value basis Shoplots at Georgetown, North East District, Penang Land and residential house at Georgetown, North East District, Penang Double storey detached building at Georgetown, North East District, Penang Double storey detached residential house at North East District, Penang Double storey prewar terraced buildings at Georgetown, North East District, Penang Land and industrial building at Province Wellesley Central, Penang ii) based on Directors’ estimate Land and residential house at Georgetown, North East District, Penang Company No. 94528 - T 43 6. Investment properties (Cont’d) All the investment properties are determined based on market values. The following are recognised in the income statement in respect of investment properties : Group Rental income Direct operating expenses : - income generating investment properties - non-income generating investment properties Company 2007 RM 2006 RM 2007 RM 2006 RM 284,110 324,860 284,110 324,860 37,943 38,893 37,943 38,893 23,890 7,780 21,118 4,436 7. Investments in subsidiaries Company 2007 RM 2006 RM Unquoted shares At cost Less : Impairment losses 23,499,659 (1,153,000) 23,499,659 (1,153,000) 22,346,659 22,346,659 The subsidiaries, all of which are incorporated in Malaysia, are as follows : Name of subsidiary Percentage of Equity Held 2007 2006 % % Principal Activities Ultra-Bina Sdn. Berhad 100 100 Property development and building construction Fung Yik Sdn. Bhd. 100 100 Property development Asas Mutiara Sdn. Bhd. 100 100 Property development Permai Baru Sdn. Bhd. 100 100 Property development Asas Land Development Sdn. Bhd. Mastiara Construction Sdn. Bhd. * 99.9 100 * 99.9 Property development 100 Property development and civil construction Company No. 94528 - T 44 7. Investments in subsidiaries (Cont’d) Name of subsidiary Percentage of Equity Held 2007 2006 % % Principal Activities Asas Dunia Development & Construction Sdn. Bhd. 100 100 Property development and construction Asas Dunia Capital Sdn. Bhd. 100 100 Trading of building materials and provision of financial services * The remaining shares are held by minority shareholders. 8. Other investments Group/Company 2007 2006 RM RM In Malaysia: Quoted shares, at cost Less : Allowance for diminution in value Market value of quoted investments 7,006,866 (5,857,761) 7,006,866 (5,857,761) 1,149,105 1,149,105 1,180,000 1,030,000 Company No. 94528 - T 45 9. Property development costs Group 2007 RM Company 2006 RM 2007 RM 2006 RM 35,768,081 100,134,204 30,423,528 62,446,473 33,820,828 66,971,898 (33,515,785) (12,867,128) (22,491,530) 83,533,930 102,386,500 80,002,873 78,301,196 24,757,038 30,332,508 27,464,645 26,175,977 (6,635,786) (9,760,799) (22,736,777) (26,448,301) (4,675,661) (8,610,155) (12,284,260) (12,190,040) (16,396,585) (49,185,078) (13,285,816) (24,474,300) 30,501,946 66,041,764 29,259,245 78,172,647 30,423,528 62,446,473 (13,009,780) (13,250,190) (12,867,128) 83,533,930 94,181,702 80,002,873 At 1 January Freehold land 30,501,946 Development costs 66,041,764 Accumulated costs charged to income statements (13,009,780) Add : Development costs incurred during the year Less : Costs charged to income statements Transfer to inventories At 31 December Freehold land 29,312,421 Development costs 75,167,038 Accumulated costs charged to income statements (12,585,076) 91,894,383 Company No. 94528 - T 46 9. Property development costs (Cont’d) 9.1 Included in development costs of the Group and of the Company are : i) rental of plant and machinery for the year amounting to RM583,133 (2006 : RM331,817) and RM479,812 (2006 : RM308,006) respectively. ii) property development costs in respect of joint-venture projects are as follows : Group Company 2007 RM 2006 RM 2007 RM 2006 RM 35,103,772 28,027,815 35,091,915 25,382,763 7,134,577 4,704,509 8,322,069 5,424,311 1,089,263 2,206,561 - - 43,327,612 34,938,885 Project Asas Murni and Asas Parade ** Taman Impian Indah * Taman Jawi Indah *** 43,413,984 30,807,074 * The joint-venture partner is entitled to 20% to 30% of gross sales proceeds. ** The joint-venture partner is entitled to 5% to 30% of gross sales proceeds. *** The joint-venture partner is entitled to 15% to 35% of gross sales proceeds. On 31 January 2007, the Group entered into a Supplementary Joint Venture Agreement with the joint-venture partner to vary the entitlement of gross sales proceeds to 15%. 10. Receivables, deposits and prepayments Note Group Company 2007 RM 2006 RM 2007 RM 2006 RM 15,283,805 14,194,440 4,060,514 6,420,469 Trade Trade receivables Less : Allowance for doubtful debts Amount due from subsidiaries Accrued billings (300,000) (300,000) - - 10.1 14,983,805 13,894,440 4,060,514 6,420,469 10.2 688,810 177,473 7,407,344 - 7,155,225 - 15,672,615 14,071,913 11,467,858 13,575,694 Company No. 94528 - T 47 10. Receivables, deposits and prepayments (Cont’d) Note Group 2007 RM Company 2006 RM 2007 RM 2006 RM Non-trade Amount due from subsidiaries Other receivables Joint-venture deposits Deposits Prepayments 10.2 77,784 46,044 35,557,564 49,798 35,188,669 21,450 5,259,791 3,526,005 99,632 7,129,791 176,775 87,911 5,068,213 3,491,075 27,589 5,068,213 132,635 21,910 8,963,212 7,440,521 44,194,239 40,432,877 24,635,827 21,512,434 55,662,097 54,008,571 10.1 Trade receivables Trade receivables are denominated in functional currency. 10.2 Amount due from subsidiaries The trade receivables from subsidiaries are subject to the normal trade terms. The non-trade receivables due from subsidiaries are unsecured, interest free and repayable on demand. 11. Inventories Group Completed development properties : - At cost - At net realisable value Building materials Company 2007 RM 2006 RM 2007 RM 2006 RM 58,268,180 108,205 292,556 62,660,589 882,324 240,263 24,824,931 108,203 73,203 22,585,288 880,000 97,950 58,668,941 63,783,176 25,006,337 23,563,238 Company No. 94528 - T 48 11. Inventories (Cont’d) Included in the completed development properties of the Group and of the Company are completed development properties relating to joint-venture projects as follows : Group Company 2007 RM 2006 RM 2007 RM 2006 RM 2,646,080 5,036,849 2,545,952 8,424,095 2,802,283 5,036,849 3,797,966 13,400,685 2,761,989 5,036,849 3,039,284 - 2,924,173 5,036,849 4,536,979 - 18,652,976 25,037,783 10,838,122 12,498,001 Project Asas Murni * Menara Asas ** Taman Impian Indah * Taman Jawi Indah *** * The joint-venture partner is entitled to 20% to 30% of gross sales proceeds. ** The Group and the Company is entitled to a net profit of RM6,500,000 of the project. *** The joint-venture partner is entitled to 15% to 35% of gross sales proceeds. On 31 January 2007, the Group entered into a Supplementary Joint Venture Agreement with the joint-venture partner to vary the entitlement of gross sales proceeds to 15%. The joint-venture partner of Menara Asas is Asas Dunia Properties Sdn. Bhd., a company in which Mr. Chan Leong Foon has substantial financial interests. Other Directors i.e. Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean are also deemed interested in Asas Dunia Properties Sdn. Bhd. by virtue of their family relationship with Mr. Chan Leong Foon. The joint-venture partner of Asas Murni, Taman Impian Indah and Taman Jawi Indah is Dyner Resources Sdn. Bhd., a company in which Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean have substantial financial interests. 12. Cash and bank balances Included in cash and bank balances of the Group and of the Company are amounts of RM143,022 (2006 : RM539,653) and RM139,749 (2006 : RM270,889) respectively held under Housing Development Account as required under the Housing Developers (Housing Development Account) (Amendment) Regulations 2002. Company No. 94528 - T 49 13. Capital and reserves Share capital Group/Company 2007 2006 RM Number of shares RM Number of shares Authorised 500,000,000 500,000,000 500,000,000 500,000,000 Issued and fully paid 191,595,776 191,595,776 191,595,776 191,595,776 Ordinary shares of RM1 each Reserves Note Group Company 2007 RM 2006 RM 2007 RM 2006 RM 15,960,000 15,960,000 15,960,000 15,960,000 818,502 500,000 - 818,502 (781,600) 818,502 - Non-distributable : Share premium Asset revaluation reserve Capital reserve Treasury shares 13.1 13.2 13.3 818,502 500,000 (781,600) 16,496,902 17,278,502 15,996,902 16,778,502 125,782,009 125,037,937 76,541,521 80,594,226 142,278,911 142,316,439 92,538,423 97,372,728 Distributable : Retained profits 13.1 Asset revaluation reserve The asset revaluation reserve represents surplus arising from the revaluation of certain freehold land and building. 13.2 Capital reserve The capital reserve arose as a result of bonus issue by a subsidiary through capitalisation of its retained profits. Company No. 94528 - T 50 13. Capital and reserves (Cont’d) 13.3 Treasury shares The shareholders of the Company, by a special resolution passed in a general meeting held on 16 June 2006, approved the Company’s plan to repurchase its own shares. The Directors of the Company are committed to enhancing the value of the Company to its shareholders and believe that the repurchase plan can be applied in the best interests of the Company and its shareholders. During the financial year, the Company repurchased 743,000 of its issued share capital from the open market at an average price of RM1.05 per share. The total consideration paid was RM781,600 including transaction costs of RM4,066. The repurchase transactions were financed by internally generated funds. The shares repurchased are retained as treasury shares. 13.4 Section 108 tax credit Subject to agreement with the Inland Revenue Board, the Company has sufficient Section 108 tax credit and tax exempt income to frank/distribute its entire retained profits at 31 December 2007 if paid out as dividends. The Malaysian Budget 2008 introduced a single tier company income tax system with effect from year of assessment 2008. As such, the Section 108 tax credit as at 31 December 2007 will be available to the Company until such time the credit is fully utilised or upon expiry of the six-year transitional period on 31 December 2013, whichever is earlier. 14. Borrowings Group/Company 2007 2006 RM RM Non-Current Lease payables (secured) Al-Bai Bithaman Ajil Term Financing (“BBA-TF”) (unsecured) - 9,346 2,285,716 2,857,144 2,285,716 2,866,490 10,833 571,428 23,539,172 66,487 571,428 6,351,990 24,121,433 6,989,905 Current Lease payables (secured) BBA-TF (unsecured) Bank overdrafts (unsecured) Company No. 94528 - T 51 14. Borrowings (Cont’d) The borrowings are denominated in functional currency. The secured lease payables bear interest of 7.39% (2006 : 7.39%) per annum. The BBA-TF is payable on a monthly basis over a period of 7 years at a profit margin of 4.63% per annum. Lease liabilities are payable as follows : Payment RM 2007 Interest RM Principal RM Payment RM 2006 Interest RM Principal RM 11,608 775 10,833 69,648 3,161 66,487 9,439 93 9,346 79,087 3,254 75,833 Group/Company Less than 1 year Between 1 year and 5 years 11,608 - 775 10,833 15. Deferred tax liabilities Recognised deferred tax liabilities Deferred tax liabilities are attributable to the following : 2007 RM 2006 RM Group Property, plant and equipment - revaluation - capital allowance Provisions 143,095 8,455 (92,329) 143,095 8,455 (92,329) 59,221 59,221 143,095 (92,329) 143,095 (92,329) 50,766 50,766 Company Property, plant and equipment - revaluation Provisions Company No. 94528 - T 52 15. Deferred tax liabilities (Cont’d) The components and movements of deferred tax liabilities during the year are as follows : Recognised At 1 January in the income statement 2006 RM RM At 31 December 2006 RM Recognised in the income statement RM At 31 December 2007 RM Group Property, plant and equipment - revaluation - capital allowance Provisions 143,095 8,455 (92,329) - 143,095 8,455 (92,329) - 143,095 8,455 (92,329) 59,221 - 59,221 - 59,221 143,095 (92,329) - 143,095 (92,329) - 143,095 (92,329) 50,766 - 50,766 - 50,766 Company Property, plant and equipment - revaluation Provisions 16. Provision This represents the provision for liquidated ascertained damages. Group/Company 2007 2006 RM RM At 1 January Release of unused provision 27,424 - 81,042 (53,618) At 31 December 27,424 27,424 Provision for liquidated ascertained damages is in respect of projects undertaken by the Group and the Company. The provision is recognised for expected liquidated ascertained damages claims based on the sale and purchase agreements. Company No. 94528 - T 53 17. Payables and accruals Note Group Company 2007 RM 2006 RM 2007 RM 2006 RM 11,124,068 20,127,459 3,774,012 14,365,574 5,099,852 6,366,368 39,129,417 5,124,299 21,166,559 6,319,802 16,223,920 26,493,827 48,027,728 41,851,935 1,021,372 23,105 1,293,581 37,050 4,092,256 361,323 - 4,095,080 649,420 - 1,044,477 1,330,631 4,453,579 4,744,500 17,268,397 27,824,458 52,481,307 46,596,435 Trade Trade payables Amount due to subsidiaries Progress billings 17.1 Non-trade Amount due to subsidiaries Other payables Accrued expenses 17.2 17.1 Trade payables Trade payables are denominated in functional currency. Included in trade payables of the Group and of the Company are amount of RM3,625,932 (2006 : RM3,322,904) and RM793,873 (2006 : RM1,067,129) respectively representing amount due to related parties. 17.2 Amount due to subsidiaries The non-trade amount due to subsidiaries is unsecured, interest-free and repayable on demand. Company No. 94528 - T 54 18. Revenue Revenue of the Group and of the Company consist of the following : Group 2007 RM Company 2006 RM 2007 RM 2006 RM Dividend income 22,810 Property development revenue 12,325,402 Rental income 653,635 Sale of land 760,000 Sale of completed development properties 27,102,602 Sale of building materials 242,210 17,810 34,568,316 745,669 126,570 22,810 8,821,666 579,775 - 17,810 19,425,623 670,549 126,570 9,391,582 287,718 13,060,231 200,094 2,702,350 249,910 41,106,659 45,137,665 22,684,576 23,192,812 19. Cost of goods sold Cost of goods sold of the Group and of the Company include the following : Group Property development expenses Cost of land Cost of completed development properties Purchase of building materials Post completion expenses Company 2007 RM 2006 RM 2007 RM 2006 RM 6,635,786 - 22,736,777 71,397 4,675,661 - 12,284,260 71,397 14,927,327 230,865 456,759 6,564,565 244,146 103,731 7,142,311 192,040 456,759 2,461,021 243,733 103,731 22,250,737 29,720,616 12,466,771 15,164,142 Company No. 94528 - T 55 20. Operating profit Operating profit is arrived at after charging/(crediting) : Group 2007 RM Auditors’ remuneration - current year - Audit services by auditors of the Company - Other services by auditors of the Company - prior year - Audit services by auditors of the Company Depreciation - property, plant and equipment (Note 3) - investment properties (Note 6) Directors' remuneration (Note 22) Bad debts written off Inventories written down Insurance claim received Interest income Gain on disposal of : - land held for property development - investment properties - plant and equipment Management fees received and receivable Release of unused provision Company 2006 RM 2007 RM 2006 RM 71,600 72,400 43,500 43,500 19,700 24,300 10,000 10,000 (6,500) - (6,500) (800) 512,404 561,559 381,252 463,697 57,854 58,025 56,705 56,877 2,400,955 12,730 (105,411) (25,010) 2,218,239 177,853 (1,535) (99,946) 2,348,320 12,730 (105,411) (11,657) 2,165,604 (1,535) (40,132) (760,000) (118,192) (26,999) (55,173) (54,999) (118,192) (26,999) (55,173) (54,999) (123,193) - (115,140) (53,618) (108,127) - (119,628) (53,618) 21. Employee information Group Staff costs Company 2007 RM 2006 RM 2007 RM 2,232,523 2,085,257 1,519,285 2006 RM 1,338,963 Staff costs of the Group and of the Company include contributions to the Employees’ Provident Fund of RM235,559 (2006 : RM203,716) and RM160,152 (2006 : RM129,155) respectively. Company No. 94528 - T 56 22. Key management personnel compensation The key management personnel compensation are as follows : Group Company 2007 RM 2006 RM 2007 RM 2006 RM 2,230,020 78,000 2,047,454 78,000 2,230,020 78,000 2,047,454 78,000 2,308,020 2,125,454 2,308,020 2,125,454 10,300 30,000 10,150 30,000 10,300 30,000 10,150 30,000 40,300 40,150 40,300 40,150 52,635 52,635 - - 2,400,955 2,218,239 2,348,320 2,165,604 283,281 222,331 283,281 222,331 2,684,236 2,440,570 2,631,601 2,387,935 Directors of the Company Executive : Salaries and other emoluments Fees Non-executive : Other emoluments Fees Other Directors Executive : Salaries and other emoluments Total excluding benefits-inkind Other key management personnel Salaries and other emoluments Company No. 94528 - T 57 22. Key management personnel compensation (Cont’d) The number of Directors of the Company whose total remuneration during the year fall within the following bands are as follows : Number of Directors 2007 2006 Executive Directors : RM250,001 - RM300,000 RM350,001 - RM400,000 RM400,001 - RM450,000 RM700,001 - RM750,000 RM750,001 - RM800,000 RM800,001 - RM850,000 1 1 1 1 1 1 1 1 - 2 2 Non-executive Directors : Below RM50,000 23. Finance costs Group Company 2007 RM 2006 RM 2007 RM 2006 RM 177,432 4,648 903,498 177,432 9,194 161,179 177,432 4,648 903,498 177,432 3,873 161,179 1,085,578 347,805 1,085,578 342,484 Interest expense Term loan Lease Bank overdrafts 24. Tax expense Recognised in the income statements Group Company 2007 RM 2006 RM 2007 RM 2006 RM Current year Prior year 2,933,730 249,247 2,192,710 41,442 1,199,952 104,673 850,000 36,281 Total tax expense 3,182,977 2,234,152 1,304,625 886,281 Current tax expense Company No. 94528 - T 58 24. Tax expense (Cont’d) Recognised in the income statements Group Profit before tax Tax at Malaysian tax rate of 27% (2006 : 28%) Effect of lower tax rate for certain subsidiaries * Non-deductible expenses Tax exempt income Under provided in prior years Tax expense * Company 2007 RM 2006 RM 2007 RM 2006 RM 10,899,417 8,148,596 4,224,288 2,719,701 2,942,843 2,281,607 1,140,558 761,517 98,596 (39,202) 104,673 103,883 (15,400) 36,281 1,304,625 886,281 (81,509) 110,834 (38,438) 249,247 3,182,977 (75,174) 21,692 (35,415) 41,442 2,234,152 With effect from year of assessment 2004, companies with paid-up capital of RM2.5 million and below at the beginning of the basis period for a year of assessment are subject to corporate tax at 20% on chargeable income up to RM500,000. 25. Basic earnings per ordinary share - Group The calculation of basic earnings per ordinary share was based on the profit attributable to ordinary shareholders and a weighted average number of ordinary shares outstanding calculated as follows : 2007 RM Profit attributable to ordinary shareholders 7,716,440 2006 RM 5,914,444 Weighted average number of ordinary shares 2007 ’000 2006 ’000 Issued ordinary shares at 1 January Effect of treasury shares held 191,596 (398) 191,596 - Weighted average number of ordinary shares at 31 December 191,198 191,596 Company No. 94528 - T 59 25. Basic earnings per ordinary share - Group (Cont’d) Basic earnings per ordinary share 2007 Sen From continuing operations 4.04 2006 Sen 3.09 26. Dividend - Group/Company 2007 RM 2006 RM Paid : 2006 Final dividend of 5% less 27% tax (2005 : 2.6% tax exempt) 6,972,368 4,981,490 27. Segmental information No segmental information is presented as the Group’s business segment is confined to one segment, property development and construction which is operated solely in Malaysia. 28. Related parties - Group/Company For the purposes of these financial statements, parties are considered to be related to the Group or the Company if the Group or the Company has the ability, directly or indirectly, to control the party or exercise significant influence over the party in making financial and operating decisions, or vice versa, or where the Group or the Company and the party are subject to common control or common significant influence. Related parties may be individuals or other entities. Key management personnel are defined as those persons having authority and responsibility for planning, directing and controlling the activities of the Group either directly or indirectly. The key management personnel include all the Directors of the Company, and certain members of senior management of the Group. Company No. 94528 - T 60 28. Related parties - Group/Company (Cont’d) 28.1 Identity of related parties i) Its subsidiaries as disclosed in Note 7. ii) Tony Chan Holdings Sendirian Berhad, a substantial shareholder of the Company in which Mr. Chan Leong Foon, Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean have substantial financial interests. iii) The Company also has a related party relationship with its Directors and key management personnel and the close members of their families. The Directors and key management personnel of the Group are : - Chan Leong Foon - Ooi Cheng Sim - Dato’ Chan Fook Sing - Chan Fook Sun - Chan Fook Hee - Chan Fook Hean iv) The Group also has a related party relationship with Dyner Resources Sdn. Bhd., a company in which Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean have substantial financial interests. v) The Group also has a related party relationship with Solid Block Sdn. Bhd., a company in which Dato’ Chan Fook Sing, Mr. Chan Fook Sun and Mr. Chan Fook Hean have substantial financial interests. 28.2 Related party transactions 28.2.1 Transactions with Directors and key management personnel The remuneration packages paid to them in accordance with the terms and conditions of their appointment. 28.2.2 Significant related party transactions other than those disclosed elsewhere in the financial statements are as follows : 2007 RM 2006 RM Group Proceeds of sales due and payable to the landowner pursuant to the joint venture agreements signed : - Dyner Resources Sdn. Bhd. 3,312,848 5,761,530 Company No. 94528 - T 61 28. Related parties - Group/Company (Cont’d) 2007 RM 2006 RM Group Purchase of bricks from : - Solid Block Sdn. Bhd. 565,230 643,845 Company Progress billings from : - Ultra-Bina Sdn. Berhad - Mastiara Construction Sdn. Bhd. 19,046,418 3,800,162 14,874,665 767,028 Management fees receivable from : - Asas Dunia Development & Construction Sdn. Bhd. - 15,000 Proceeds of sales receivable by the Company as landowner pursuant to the joint venture agreement signed : - Asas Mutiara Sdn. Bhd. 420,150 1,691,847 981,175 2,022,080 49,074 95,164 67,685 493,823 Proceeds of sales due and payable to the landowner pursuant to the joint venture agreements signed : - Dyner Resources Sdn. Bhd. Purchase of bricks from : - Solid Block Sdn. Bhd. Progress billings to : - Asas Mutiara Sdn. Bhd. The terms and conditions for the above transactions are based on normal trade terms. Company No. 94528 - T 62 29. Contingent liability, unsecured Group/Company Certain purchasers have initiated legal suits against the Company to rescind the Sale and Purchase Agreements for retail units in shopping complex and to seek refund of the progress payments totalling RM2,601,649 (2006 : RM2,601,649) paid by the said purchasers. The Company is disputing and contesting the claim. The case is pending court hearing and the outcome of the matter cannot be ascertained and quantified at this juncture. Total outstanding progress billings, including late payment interest, owing to the Company by these purchasers amounted to RM2,377,374 (2006 : RM2,068,467). 30. Financial instruments Financial risk management objectives and policies Exposure to credit, interest rate and liquidity risk arises in the normal course of the Group and of the Company’s business. The Group and the Company have risk management policies and guidelines which sets out their overall business strategies, their tolerance to risk and their general risk management philosophy. Credit risk Credit risk is monitored on an ongoing basis. At balance sheet date, there were no significant concentrations of credit risk. The maximum exposure to credit risk is represented by the carrying amount of each financial asset in the balance sheet. Interest rate risk The Group’s primary interest rate risk is related to debt obligations and deposits, which are mainly confined to short term bank borrowings and short term deposits with licensed banks. Bank borrowings are on fixed and floating rates terms. The interest rates are negotiated in order to ensure that the Group benefits from the lowest possible financing costs. Company No. 94528 - T 63 30. Financial instruments (Cont’d) Effective interest rates and repricing analysis In respect of interest-bearing financial liability, the following table indicates their effective interest rates at balance sheet date and the periods in which they reprice or mature, whichever is earlier : Effective interest rate per annum % Total RM Within 1 year RM 8.00 - 8.25 23,539,172 23,539,172 - 8.00 - 8.25 6,351,990 6,351,990 - 8.00 - 8.25 23,539,172 23,539,172 - 8.00 - 8.25 6,351,990 6,351,990 - 1-5 years RM Group 2007 Financial liability Bank overdrafts 2006 Financial liability Bank overdrafts Company 2007 Financial liability Bank overdrafts 2006 Financial liability Bank overdrafts Liquidity risk The Group monitors and maintains a level of cash and cash equivalents deemed adequate by management to finance the Group’s operations and to mitigate the effects of fluctuations in cash flows. Company No. 94528 - T 64 30. Financial instruments (Cont’d) Fair values The carrying amounts approximate fair value due to the relatively short term nature of these financial instruments in respect of cash and bank balances, receivables, deposits and prepayments, payables and accruals, and short term borrowings. The fair value of the quoted investments is disclosed in Note 8. The Company provides financial guarantee to a leasing company for facility granted to a subsidiary. The fair value of such financial guarantee is not expected to be material as the probability of the subsidiary defaulting on the facility line is remote. There is no disclosure of fair value for long term BBA-TF procured under Islamic banking principles as FRS132, Financial Instruments : Disclosure and Presentation does not apply to the recognition, measurement and disclosure of transactions and events conducted on the basis of Islamic banking principles. There were no unrecognised financial instruments at balance sheet date. 31. Capital commitment Group/Company 2007 2006 RM’000 RM’000 Land held for property development Contracted but not provided for 30,150 - Asas Dunia Berhad (Company No. 94528 - T) (Incorporated in Malaysia) and its subsidiaries Financial statements for the year ended 31 December 2007