dijaya corporation berhad annual report 2008ii) to be valid, the instrument appointing a proxy or...

(47908-K)

SUSTAINING PROGRESS

08A N N U A L R E P O R T

COVER:

Perspective view of the newly opened Tropicana City Mall.

Set to become the new pulse of PJ, this lifestyle mall

is an integral part of Dijaya’s Tropicana City development

which is scheduled for full completion by 2010.

Moving forward, we will continue to build long-term value

for all stakeholders and achieve sustainable progress

as a trusted developer with a passion for excellence.

insid

e Notice of Annual General Meeting 1 Statement Accompanying the Notice of Annual General Meeting 2

Performance at a Glance 3 Corporate Information 4 Group Corporate Structure 5 Board of Directors 6

Profi le of the Board of Directors 7 Management Team 11 The New Pulse of PJ 12

Chairman’s Statement 14 Statement on Corporate Social Responsibility 26

Statement on Corporate Governance 29 Statement on Internal Control 35

Report of Audit Committee 37 Analysis of Shareholdings 40 List of Properties 42

Financial Statements 43 Proxy Form

D I J A Y A C O R P O R A T I O N B E R H A D ( 4 7 9 0 8 - K ) 1

Notice of Annual General Meeting

NOTICE IS HEREBY GIVEN THAT the Thirtieth (30th) Annual General Meeting

of Dijaya Corporation Berhad (“DIC” or “Company”) will be held at Ballroom 1,

Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya, Selangor

Darul Ehsan on Thursday, 25 June 2009 at 10.30 a.m. for the following purposes:-

AGE NDA

1. To receive and adopt the Audited Financial Statements of the Company for the year ended 31 December 2008 and

the Reports of the Directors and Auditors thereon.

Resolution 1

2. To approve the payment of a fi rst and fi nal dividend of 2% per share less 25% Malaysian Income Tax for the year

ended 31 December 2008 as recommended by the Directors.

Resolution 2

3. (i) To re-elect the following Directors retiring pursuant to Article 97 of the Company’s Articles of Association:-

(a) Mr. Tong Kien Onn

(b) Mr. Quek Cham Hong

(c) Encik Roslan Bin Hj Yahya

(ii) To re-elect Mr. Dickson Tan Yong Loong who is retiring pursuant to Article 103 of the Company’s Articles of

Association.

(iii) To re-appoint Dato’ Ahmad Hassan Bin Osman as a Director and to hold offi ce until the conclusion of the next

Annual General Meeting of the Company pursuant to Section 129(6) of the Companies Act, 1965.

Resolution 3Resolution 4Resolution 5Resolution 6

Resolution 7

4. To approve the payment of Directors’ fees amounting to RM246,000.00 for the year ended 31 December 2008

(2007 : RM228,500.00).

Resolution 8

5. To re-appoint Messrs. Ernst & Young as Auditors and to authorise the Directors to fi x their remuneration. Resolution 9

6. As Special Business:- To consider and, if thought fi t, pass the following resolution, with or without modifi cations:-

Ordinary Resolution Authority under Section 132D of the Companies Act, 1965 for the Directors to issue Shares “THAT, subject always to the Companies Act, 1965, the Articles of Association of the Company and the approvals

of the relevant governmental and regulatory authorities, the Directors be and are hereby empowered, pursuant

to Section 132D of the Companies Act, 1965, to issue shares in the Company from time to time and upon such

terms and conditions and for such purposes as the Directors may deem fi t provided that the aggregate number of

shares issued pursuant to this resolution does not exceed 10% of the issued capital of the Company for the time

being and that such authority shall continue in force until the conclusion of the next Annual General Meeting of

the Company.”

Resolution 10

7. To transact any other business of which due notice shall have been received.

D I J A Y A C O R P O R A T I O N B E R H A D ( 4 7 9 0 8 - K )2

NOT ICE OF D IV IDEND ENT ITLEMENT AND PAYME N T D ATE S

Subject to the approval of the shareholders, the fi rst and fi nal dividend of 2% per share less 25% Malaysian Income Tax for the year ended

31 December 2008 will be paid on 24 July 2009 to depositors whose names appear in the record of depositors at the close of business on

10 July 2009.

Further notice is hereby given that a depositor shall qualify for entitlement only in respect of:-

a) Shares deposited into the depositor’s securities accounts before 12.30 p.m. on 8 July 2009 (in respect of shares which are exempted

from mandatory deposit).

b) Shares transferred into the depositor’s securities accounts before 4.00 p.m. on 10 July 2009 in respect of transfer.

c) Shares bought on Bursa Malaysia Securities Berhad (“Bursa Securities”) on a cum entitlement basis according to the Rules of Bursa

Securities.

By Order of the Board

DIJAYA CORPORATION BERHAD

LOW NYOKE FUN

(MAICSA No. 7005037)

Secretary

Petaling Jaya

3 June 2009

PURSUANT TO PARAGRAPH 8.28(2) OF THE LISTING REQUIREMENTS OF BURSA SECURITIES

Statement Accompanying theNotice of Annual General Meeting

Notice of Annual General Meeting

Notes:(i) A member entitled to attend and vote at the

meeting is entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to attend and vote in his/her stead. A proxy may but need not be a member of the Company.

(ii) To be valid, the instrument appointing a proxy or proxies, under the hand of the appointer or his attorney duly authorised in writing, must be completed and deposited at the Company’s Registered Offi ce at Lot 302, 3rd Floor, Wisma Dijaya, No. 1A, Jalan SS20/1, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time set for holding the meeting or at any adjournment thereof.

(iii) Where a member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least

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

(iv) If the appointer is a corporation, the instrument appointing a proxy must be executed under its seal or under the hand of its attorney.

Explanatory Note on Special BusinessAuthority to issue shares pursuant to Section 132D of the Companies Act, 1965The Resolution No. 10, if passed, will give the Directors of the Company, from the date of the above Annual General Meeting, authority to issue and allot ordinary shares from the unissued capital of the Company up to an amount not exceeding in total 10% of the issued share capital of the Company. This authority will, unless revoked or varied by the Company in general meeting, expire at the next Annual General Meeting.

Details of the Directors seeking re-election / re-appointment are set out in the Profi le of Directors appearing from pages 8 to 10 and the

details of their interests in the securities of the Company and its subsidiaries are on page 41 of the Annual Report.


Perf

orm

ance

at

a G

lanc

e


2008 2007 2006 2005 2004

Revenue (RM’000) 244,090 270,371 177,815 250,801 214,255

Profi t after tax and minority interests (RM’000) 34,436 48,589 40,512 29,193 41,546

Total assets (RM’000) 1,270,093 1,008,112 1,004,734 930,853 1,000,588

Shareholders’ equity (RM’000) 635,250 606,623 563,381 512,414 489,174

Earnings per share (sen) (basic) 13.3 18.7 15.6 11.3 16.0

Net assets per share (RM) 2.45 2.34 2.17 1.97 1.88

'08'07'06'05'04

Revenue(RM Million)

214.

3 250.

8

177.

8

270.

4

244.

1

'08'07'06'05'04

Profit after tax and minority interests

(RM Million)

34.4

41.5

29.2

40.5

48.6

'08'07'06'05'04

Total assets(RM Million)

1,27

0.1

1,00

0.6

930.

9

1,00

4.7

1,00

8.1

'08'07'06'05'04

Earnings per share(sen)

13.3

16.0

11.3

15.6

18.7

'08'07'06'05'04

Shareholders’ equity(RM Million)

489.

2

512.

4 563.

4 606.

6

635.

3

'08'07'06'05'04

Net assets per share(RM)

2.45

1.88 1.

97

2.17

2.34


Corporate Information

B OARD OF D IRE CTORS

Y. Bhg. Tan Sri Dato’ Seri Mohd Sedek

Bin Mohd Ali

(Independent Non-Executive Chairman)

Y. Bhg. Tan Sri Dato’ Tan Chee Sing

(Group Chief Executive Offi cer)

Tong Kien Onn

(Managing Director)

Quek Cham Hong

(Executive Director)

Michael Lim Hee Kiang

(Independent Non-Executive Director)

Roslan Bin Hj Yahya


Dato’ Ahmad Hassan Bin Osman


Loh Chen Peng


Rohana Binti Tan Sri Mahmood


Dickson Tan Yong Loong

(Non-Independent Non-Executive Director)

HEAD OFF ICE

Lot 301, 3rd Floor, Wisma Dijaya

No. 1A, Jalan SS 20/1

Damansara Utama

47400 Petaling Jaya

Selangor Darul Ehsan

Malaysia

Tel : 03-77101018

Fax : 03-77101025

REGISTERE D O FF ICE

Lot 302, 3rd Floor, Wisma Dijaya

No. 1A, Jalan SS 20/1

Damansara Utama

47400 Petaling Jaya

Selangor Darul Ehsan

Malaysia

Tel : 03-77268297

Fax : 03-77268076

AUDITOR S

Ernst & Young

Chartered Accountants

Level 23A, Menara Milenium

Jalan Damanlela

Pusat Bandar Damansara

50490 Kuala Lumpur

Malaysia

Tel : 03-74958000

Fax : 03-20959076

S HA RE RE G IS TRA R

Symphony Share Registrars Sdn Bhd

Level 26, Menara Multi Purpose

Capital Square

No. 8, Jalan Munshi Abdullah

50100 Kuala Lumpur

Malaysia

Tel : 03-27212222

Fax : 03-27212530/31

CO MPA N Y S E CRE TA RY

Low Nyoke Fun (MAICSA No. 7005037)

P R IN C IPA L BA N KE RS

Alliance Bank Malaysia Berhad

AmBank (M) Berhad

CIMB Bank Berhad

Affi n Bank Berhad

S TO CK E XCHA N G E L IS T ING

Main Board

Bursa Malaysia Securities Berhad

(“Bursa Securities”)

Stock Name : DIJACOR

Stock Code : 5401

WE BS ITE

www.DIJAYA.com.my



Tropicana City Parking Sdn Bhd 100%

Tropicana Mall Management Sdn Bhd 100%

Tropicana City Management Sdn Bhd 100%

Group Corporate Structure

Aspek Analisa Sdn Bhd 100%

Arah Pelangi Sdn Bhd 100%

Bakat Rampai Sdn Bhd 100%

Dicorp Land Sdn Bhd 100%

Mawar Hebat Sdn Bhd 100%

Accroway Sdn Bhd 100%

Nagasari Cerdas Sdn Bhd 100%

Desiran Realiti Sdn Bhd 100%

* excluding dormant companies

Puncak Suria Sdn Bhd 100%

Dijaya - Malind JV (Mauritius) Limited 72%

Dijaya - Malind Properties (India) Private Limited 74%

Dijaya (Mauritius) Limited 100%

Dijaya Management Services Sdn Bhd 100%

Nadi Jelita Sdn Bhd 100%

Tropicana ManagementServices Sdn Bhd 100%

Dijaya Property Sdn Bhd 100%

Terbit Berkat Sdn Bhd 100%

Tropicana City Sdn Bhd 100%

Tropicana City Service Suites Sdn Bhd 100%

Irama Sejati Sdn Bhd 100%

Damansara ImpianSdn Bhd 70%

Tropicana Golf & Country Resort Berhad 100%

Sinbor Corporation Sdn Bhd 100%

Sumber Saujana Sdn Bhd 100%

Tenaga Kimia Sdn Bhd 33%

Manufacturing

(Company No. 47908-K)

Other Investment

Property & Resort Development/ Investment

Dicasa Management Services Sdn Bhd 100%

AS AT 3 JUNE 2009


Board of Directors

SEATED, FROM LEFT:

Quek Cham Hong (Executive Director)

Tong Kien Onn (Managing Director)

Y. Bhg. Tan Sri Dato’ Tan Chee Sing (Group Chief Executive Offi cer)

Y. Bhg. Tan Sri Dato’ Seri Mohd Sedek Bin Mohd Ali (Independent Non-Executive Chairman)

STANDING, FROM LEFT:

Dickson Tan Yong Loong(Non-Independent Non-Executive Director)

Loh Chen Peng (Independent Non-Executive Director)

Dato’ Ahmad Hassan Bin Osman (Independent Non-Executive Director)

Michael Lim Hee Kiang (Independent Non-Executive Director)

Rohana Binti Tan Sri Mahmood (Independent Non-Executive Director)

Roslan Bin Hj Yahya (Independent Non-Executive Director)



Profi le of the Board of Directors

Tan Sri Dato’ Seri Mohd Sedek Bin Mohd Ali(Independent Non-Executive Chairman)

Tan Sri Dato’ Seri Mohd Sedek Bin Mohd Ali, a Malaysian aged 60, was appointed to the Board of Directors of Dijaya

Corporation Berhad (“Dijaya”) as an Independent Non-Executive Director on 20 June 2005 and was appointed as

Chairman of Dijaya on the same date.

He graduated with a Bachelor of Arts in Economics from the University of Malaya in 1971 and later a Masters of

Arts in Management from University of Leeds, United Kingdom. He joined the Royal Malaysia Police as an Assistant

Superintendent in 1973 and had various postings. He was the Chief Police Offi cer of Kelantan and Perak. In 2002,

with the rank of Commissioner of Police, he was made the Director of Internal Security and Public Order. He was

the Operational Chairman for Security and Traffi c during the 13th NAM (Non-Aligned Movement) Summit in Kuala

Lumpur. He was the Deputy Inspector-General of Police from 2004 to 2005 before retiring in January 2005. He also

sits as an Independent Non-Executive Chairman on the board of Poh Huat Resources Holdings Berhad.

Tan Sri Dato’ Seri Mohd Sedek does not have any interest in the securities of the Company or its subsidiaries. He does

not have any family relationship with any Director and/or major shareholder of Dijaya, nor any personal interest in any

business arrangement involving the Company. He has not been convicted for any offence within the past 10 years.

Tan Sri Dato’ Tan Chee Sing(Group Chief Executive Offi cer)

Tan Sri Dato’ Tan Chee Sing, a Malaysian aged 54, was appointed to the Board on 5 July 1995. He is currently the Group

Chief Executive Offi cer of Dijaya. He is a businessman and entrepreneur having a wide spectrum of businesses through

his investments in public and private limited corporations.

He is also the Executive Vice-Chairman of TT Resources Bhd, Chief Executive Offi cer of Tropicana Golf & Country Resort

Berhad, the Deputy Chairman of Berjaya Corporation Berhad and Berjaya Land Berhad and a Director of Berjaya Capital

Berhad, Berjaya Sports Toto Berhad, Bukit Kiara Resort Berhad, KDE Recreation Berhad, Tioman Island Resort Berhad

and Berjaya Golf Resort Berhad.

His son, Mr Dickson Tan Yong Loong is also a member of the Board. Save as disclosed, Tan Sri Dato’ Tan does not have

any family relationship with any Director and/or major shareholder of Dijaya, nor any personal interest in any business

arrangement involving the Company except for certain recurrent related party transactions of revenue or trading nature

which are necessary for the day-to-day operations of the Group. He has not been convicted for any offence within the

past 10 years.



Tong Kien Onn(Managing Director)

Mr. Tong Kien Onn, a Malaysian aged 50, was appointed to the Board on 18 January 2002. He was appointed as the

Managing Director of Dijaya on 10 May 2007. He is also the Chairman of the Option Committee.

He is an Accountant by profession and an Associate member of The Chartered Institute of Management Accountants,

United Kingdom.

He has more than 20 years of experience in the fi nance and accounting fi elds through his employments with a number

of Malaysian companies including United Prime Corporation Berhad. He joined Dijaya in 1991 as Senior Finance Manager,

responsible for the Dijaya Group’s fi nance, accounting and treasury functions. He was promoted as General Manager

of Finance and Administration in 2000 and was promoted as Senior General Manager of Finance Administration in the

same year before appointed as an Executive Director in 2002. He is also a director of TT Resources Bhd.

Mr. Tong Kien Onn does not have any family relationship with any Director and/or major shareholder of Dijaya, nor

any personal interest in any business arrangement involving the Company. He has not been convicted for any offence

within the past 10 years.

Quek Cham Hong(Executive Director)

Mr. Quek Cham Hong, a Malaysian aged 48, was appointed as an Executive Director of Dijaya on 27 February 2007.

He is also a member of the Option Committee.

He holds a Bachelor of Science Degree in Housing, Building & Planning (Honours) with major in Project Management

& Building Economics from the University of Science Malaysia and had received the Institution of Engineers Malaysia

(Northern Branch) Gold Medal Award for outstanding academic performance in the university. He is an Incorporated

Member of the Chartered Institute of Building (UK).

He has more than 20 years of experience in property development, property management and construction industry.

Prior to joining Tropicana Golf & Country Resort Berhad (“Tropicana”), he had worked with a Japanese construction

company, Nakano (Malaysia) Sdn Bhd and local public-listed property development companies such as Promet Berhad

and Uniphoenix Corporation Berhad. He joined Tropicana in 1993 as a Project Manager. During his 14½ years of

service with the Dijaya Group, he had been promoted to Senior Project Manager in 1995, Assistant General Manager

in 1999, General Manager in 2001 and Senior General Manager in 2002. Currently, he is also the Executive Director

of Damansara Impian Sdn Bhd.

Mr. Quek Cham Hong does not have any family relationship with any Director and/or major shareholder of Dijaya, nor




Michael Lim Hee Kiang(Independent Non-Executive Director)

Mr. Michael Lim Hee Kiang, a Malaysian aged 61, was appointed to the Board of Dijaya on 20 September 1993. He is

also a member of the Audit Committee and the Chairman of the Nomination and Remuneration Committees.

He obtained a LLB with Honours and LLM with Distinction from the Victoria University of Wellington, New Zealand in

1972/1973. He was admitted as a Barrister and Solicitor to the Supreme Court of New Zealand in 1973. In 1974, he

was admitted to the High Court, Sarawak and Brunei and subsequently to the High Court of Malaya in 1978. He was

a lecturer at the Law Faculty, University of Malaya for three years from 1975 to 1977. He is currently an Advocate and

Solicitor with Messrs. Shearn Delamore & Co. where he has been a Partner with the fi rm for the last 30 years. He is

now a Consultant with Shearn Delamore & Co.

He also sits on the board of DKSH Holdings (Malaysia) Berhad, Selangor Properties Berhad, Major Team Holdings

Berhad, Wawasan TKH Holdings Berhad and Insas Berhad.

Mr. Michael Lim Hee Kiang does not have any family relationship with any Director and/or major shareholder of Dijaya,

nor any personal interest in any business arrangement involving the Company. He has not been convicted for any

offence within the past 10 years.

Roslan Bin Hj Yahya(Independent Non-Executive Director)

Encik Roslan Bin Hj Yahya, a Malaysian aged 59, was appointed to the Board on 21 March 2001. He is also the

Chairman of the Audit Committee and a member of the Nomination Committee.

He obtained his Associate Chartered Institute of Bankers from the United Kingdom and has been in the banking and

fi nance industries for 30 years. He was the Chief Executive Offi cer of Kewangan Usaha Bersatu Bhd and the Executive

Vice Chairman of South Johor Equities Sdn Bhd.

Encik Roslan Bin Hj Yahya does not have any family relationship with any Director and/or major shareholder of Dijaya,

nor any personal interest in any business arrangement involving the Company. He has not been convicted for any

offence within the past 10 years.

Dato’ Ahmad Hassan Bin Osman(Independent Non-Executive Director)

Dato’ Ahmad Hassan Bin Osman, a Malaysian aged 71, was appointed to the Board on 2 August 2003.

He graduated from the University of Malaya, Kuala Lumpur with a Bachelor of Arts Degree in 1962. Later in 1968, he

was awarded Certifi cate In Management Analysis by the Harvard University Advisory Group. He was also awarded the

Fellowship of the Economics Institute from the University of Colorado, Boulder, United States of America. In 1978, he

obtained a Master of Arts in Economics from the University of Wisconsin, Madison, United States of America.

He has vast experience in the public service, spanning a period of over 30 years. His last post with the Government

was as the Secretary-General of the Ministry of Housing and Local Government, Malaysia. Upon retirement, he was

appointed as a Director to the Islamic Development Bank based in Jeddah, Saudi Arabia from 1994 to 1997. His current

directorship in other public companies includes Kimble Corporation Berhad and Suiwah Corporation Berhad.

Dato’ Ahmad Hassan does not have any family relationship with any Director and/or major shareholder of Dijaya, nor





Loh Chen Peng(Independent Non-Executive Director)

Mr. Loh Chen Peng, a Malaysian aged 55, was appointed to the Board on 22 March 2004. He is also a member of the Audit, Nomination and Remuneration Committees.

He is an accountant by profession and a member of the Malaysian Institute of Certifi ed Public Accountants (“MICPA”). He started his career with an international accounting fi rm in 1975 and gained membership to MICPA. He then joined a merchant banking group in 1980 and for the next 13 years, held senior management positions in the areas of corporate fi nance and corporate banking. Thereafter he had a short stint with a stock broking group. In 1994, he helped establish a commercial bank and served on its Executive Committee of Directors until 2001.

He is now involved in some private ventures and is an Independent Non-Executive Director of Major Team Holdings Berhad and Berjaya Media Berhad.

Mr. Loh Chen Peng does not have any family relationship with any Director and/or major shareholder of Dijaya, nor any personal interest in any business arrangement involving the Company. He has not been convicted for any offence within the past 10 years.

Rohana Binti Tan Sri Mahmood(Independent Non-Executive Director)

Rohana Binti Tan Sri Mahmood, a Malaysian aged 54, was appointed to the Board on 10 November 2004.

Rohana holds a Bachelor of Arts (Hons) in Politics from Essex University and Masters in International Relations from the University of Sussex, United Kingdom.

Rohana’s working experience encompasses both the private and government sectors and has extensive political and business network in Malaysia and the Asia Pacifi c region. Rohana is the Chairman and Partner of Ethos Capital Sdn Bhd, a RM200 million private equity fund that invests in Asian companies. She is also the President and Founding Member of the Kuala Lumpur Business Club (KLBC), Vice Chairman and Board Member of the Pacifi c Basin Economic Council (PBEC), Distinguished Fellow of the Institute of Strategic and International Studies Malaysia (ISIS), member of International Council of The Asia Society, New York and the founding Board member of the Malaysian Strategic Research Centre (MSRC). In addition, she also sits on the Board of various private and public listed companies, including Paramount Corporation Berhad, KDU College Sdn Bhd and Masterskill (M) Sdn Bhd.

Rohana Binti Tan Sri Mahmood does not have any family relationship with any Director and/or major shareholder of Dijaya, nor any personal interest in any business arrangement involving the Company. She has not been convicted for any offence within the past 10 years.

Dickson Tan Yong Loong(Non-Independent Non-Executive Director)

Mr. Dickson Tan Yong Loong, a Malaysian aged 28, was appointed to the Board on 20 May 2009. He is also a member of the Option Committee.

Mr. Tan graduated with a Bachelor of Science (Honours) in Business Management from King’s College, University of London, United Kingdom in 2002. He obtained a Masters of Science in Internal Auditing and Management from Cass Business School, City University, United Kingdom in 2003.

He started his career with CIMB Securities Sdn Bhd as an Equities Analyst in 2004 and joined Dijaya as Business Development Manager in 2005. Mr. Tan was appointed Business Development General Manager and Editor-In-Chief of ‘The Address’ and ‘Directions’ publications in 2006. He is presently overseeing group corporate strategy, planning and risk management and is also director of private corporations involved in manufacturing, services, media, leisure, retail, property development and property investment. He currently serves on the board of Tropicana Golf & Country Resort Berhad, Tropicana City Sdn Bhd, Tenaga Kimia Sdn Bhd, Palmgold Corporation Sdn Bhd, TT Resources Bhd and several other local and international private limited companies.

His father, Tan Sri Dato’ Tan Chee Sing, is the Group Chief Executive Offi cer of Dijaya and a major shareholder of Dijaya. Save as disclosed, he does not have any family relationship with any Director and/or major shareholder of Dijaya, nor any personal interest in any business arrangement involving the Company. He has not been convicted for any offence within the past 10 years.


D I J A Y A C O R P O R A T I O N B E R H A D ( 4 7 9 0 8 - K ) 11D I J A Y A C O R P O R A T I O N B E R H A D ( 4 7 9 0 8 - K ) 11

Management Team

SEATED, FROM LEFT:

Dickson Tan Yong Loong (General Manager - Business Development)

Tong Kien Onn (Managing Director)

Tan Sri Dato’ Tan Chee Sing (Group Chief Executive Offi cer)

Quek Cham Hong (Executive Director)

Jessica Low Nyoke Fun (Company Secretary)

STANDING, FROM LEFT:

Andrew Ashvin (Senior Manager - Operations of

Tropicana City Mall)

Lillian Lung Hian Li (Deputy General Manager - Sales and Marketing)

Lee Chee Choon (Deputy General Manager - Project)

Ho Hon Chiap (Deputy General Manager

- Property Management)

David Yip Chong Kuan (General Manager - Accounts and Finance)

Sandy Ee Pooi Boon (General Manager - Project)

Lee Nyit Kong (Senior General Manager

- Group Corporate and Investment)

Herman Tan Kar Eng (General Manager - Resort Operations)

Mabel Tan Mui Pow (Senior Manager - Leasing and Marketing)

Yew Kong Chee (Deputy General Manager - Sales Administration)

Albert Goh Tien Kwai (Deputy General Manager

- Group Human Resource)

Tan Hoi Kwan (Senior General Manager - Project)


Positioned as the New Pulse of PJ, Tropicana City Mall

is a strategically located neighbourhood mall

set to provide exciting shopping and lifestyle

entertainment with over 200 stores spread across four levels

of retail space. The newly completed RM17 million overhead

bridge leading directly into the mall gives greater

convenience and accessibility to shoppers from all directions.



THE NEW PULSE OF PJ


Chairman’s StatementDear Valued Shareholders,On behalf of the Board of Directors, I am pleased to present the Annual Report and the

Audited Financial Statements of the Group for the fi nancial year ended 31 December 2008.

OVER VI E W A N D F IN A N CIA L P E RFO RMA N CE

For the global economy, 2008 was a relatively turbulent year. In the fi rst half of the year, the

world economies experienced intense infl ationary pressures and the situation was sharply

reversed in the second half with growing concerns over the rapid deterioration in economic

growth following the escalation of the global fi nancial turmoil leading to the ensuring credit

crunch and declining asset values.

Notwithstanding the above, the Malaysian economy registered a growth of 4.6%* in 2008,

supported particularly by strong public spending and sustained private consumption.

(*Source: Bank Negara Malaysia Annual Report 2008)


Exclusive and secure… the signature entrance to the luxurious Tropicana Golf & Country Resort.

Tropicana Golf & Country Resort is a sprawling 625-acre sea of green with homes

overlooking the picturesque view of the award-winning golf course.


On the local scene, the overall real estate sector continued to perform satisfactorily.

For the residential sub-sector, the performance was mixed, with strong demand for residential

properties in the fi rst half of 2008 as a consequence of rising income from high commodity prices

and the various incentives introduced by the Government in 2007 which included liberalisation

of ownership for foreigners in upmarket properties and the waiver of real property gains tax.

However, the demand softened in the later part of the year as consumer sentiment weakened

underpinned by deteriorating global economic conditions and uncertainties. The growth of

the non-residential subsector was reported to be strong especially the offi ce segment with

higher occupancy and improving rental rates accompanied by an increase in supply.

Nevertheless, 2008 was another challenging year for the industry in view of the market

volatility and the adverse global developments especially towards the later part of the year.

For the Group, Management had continued to exercise professionalism, creativity and

determination in their endeavours to remain in the forefront of the real estate sector. Without

compromising on stringent risk management and pragmatic practices in formulating their

business strategies, the management had adopted innovative approaches in pioneering

change and strengthening the Group’s capacity to deal with the increasing competition,

changing consumer preferences and weakening consumer sentiment amidst the uncertain

business environment.

Indeed, the Group achieved a lower revenue of RM244.1 million as compared to

RM270.4 million in the preceding fi nancial year, a decline of 9.7%. However, the Group’s

profi t before taxation improved by 9.1% to RM76.7 million from RM70.3 million previously,

which was mainly due to contributions from real property development projects with higher

profi t margins.

The popularity of living in a gated or private community has been rising in recent years. Tropicana is the pioneer in gated and secured residential developments which offer 24-hour security.

The Group’s profi t before taxation

improved by 9.1% to RM76.7 million

from RM70.3 million previously,

mainly due to contributions from

real property development projects

with higher profi t margins.

Tropicana Golf & Country Club boasts alarger than Olympic size resort-styled swimming pool accompanied by two play pools with water slides and a waterfall.

These golf-fronted luxury condominiums are our bungalows in the sky. Every unit promises a great view of the lush surroundings.


Owing to higher levels of taxation and minority interests, the Group recorded a lower net

profi t attributable to equity holders of RM34.4 million as compared to RM48.6 million

previously, a reduction of 29.2%.

At the Company level, a reduced net profi t of RM6.4 million was registered as compared

to RM13.3 million previously, representing a reduction of 51.9%, principally due to lower

revenue of RM16.0 million recorded for the year as a result of lower dividend income from

subsidiaries.

Despite the proven resilience of the Group’s traditional main business model which leverage

on its experience and expertise in the high-end low density gated and guarded life-style resort

development, Management would continue to examine and make changes to ensure its

effectiveness in the dynamic landscape of the property sector, in addition to adopting new

variants which would contribute to its bottomline.

OPERAT IO N S RE V IE W

Resort and PropertyThe blue-chip 27-hole golf course at the Tropicana Golf & Country Resort (“Tropicana”)

is very well-known and continued to be thronged by golfi ng professionals and enthusiasts

who test their skills on its challenging terrains and pleasant serene surroundings. Its 350,000

square feet clubhouse with its comprehensive range of dining sporting and recreational

facilities, continued to be the ideal choice for social, leisure, sports and business events for

the public and particularly its 5,300 members who are assured the best in maintaining their

healthy family lifestyles.

With respect to resort development in Tropicana, the Group had a strong historical track

record. Its earlier projects such as the Green Acres comprising of landed properties such

as high-end semi-detached units, luxury-linked houses and prime bungalow lots were well

received and successfully completed ahead of time.

For the strata titled properties, sales of the Casa Tropicana Condominiums comprising

1,217 units had been doing well with 74% sold. The 4 blocks of condominiums i.e Block A

to D, had been completed with certifi cate of fi tness. As for Block E, piling work had been

fully completed with pilecap work 60% completed.Ida 1 & 2 linked houses in Green Acres 2 were snapped up by ardent purchasers and investors alike.

Tropicana Avenue is an upcoming commercial and retail centre located in the northeast

sector of Tropicana Golf & Country Resort. It is set to be a distinctive business

address in the Klang Valley.

Surrounded by other upmarket homes, Casa Tropicana is located next to the golfi ng greens where residents enjoy the unique Tropicana lifestyle.

At Casa Indah 2, serenity isn’t just bliss, but a total indulgence of nature. It is set amidst the tranquil ambience of the undulating fairways of the Sri Selangor Golf Course.

D I J A Y A C O R P O R A T I O N B E R H A D ( 4 7 9 0 8 - K ) 17Tropicana Grande, a luxury condominium project that boasts spacious interiors, breathtaking golf course views and fi ve-star amenities.

Merchant Square is the new business address located within Tropicana Golf & Country Resort.

The Group also intends to develop a top

grade luxury condominium project known

as Tropicana Grande on a 5.17 acre site,

comprising of a total 300 units with large built-

up areas mainly in the range of 2,300 to 4,700

square feet. These units are expected to have

commanding views of the golf course and its

lush green surroundings, the lake with the

beautiful sunset. The project is envisaged to be

launched in the later part of 2009.

As for Merchant Square, Tropicana’s maiden

commercial project involving two blocks of

5-storey shop offi ces with lifts comprising 32

shop units and 128 offi ce units, had been

successfully completed with certifi cate of

fi tness issued in November 2006, with 99%

of the units sold.

Riding on the success of this Merchant Square project, the Group plans to develop

another commercial centre in Tropicana on

a 5.73 acre site opposite the Casa Tropicana

condominium. The proposed life-style centre

development consisting of 50 mezzanine retail/

food and beverage units, 38 loft offi ce units

and 359 offi ce units is expected to be known

as Tropicana Avenue. The project may be

launched in the fi rst half of 2010, depending

on market conditions.

Another major offi ce development project

in Tropicana is being planned, comprising 2

commercial offi ce towers of 15 fl oors each.

However, this proposed project is only expected

to take off in the later part of 2010.

Convenience at your door step... a host of modern facilities await

the residents of Tropicana Grande.

Dijaya held an exclusive feng shui session with Joey Yap where property owners were given personalised feng shui tips for their homes.


Adjacent to Tropicana, the Group’s second

resort development known as Tropicana Indah Resort Homes (“Tropicana Indah”)

formerly known as Damansara Indah Resort

Homes, is fast emerging as a reputable,

upmarket and popular exclusive gated

residential community. High-end developments

in this resort such as the Green Haven Resort Villas and Villa Green 2 Fairway Villas involving 3-storey semi-detached

units were completed and sold. Subsequent

developments such as the Villa Green 3 Super Fairway Villas comprising 86 units

of 3-storey semi-detached luxury villas were

well-received with 75% sold. All the units

had been completed with certifi cate of

fi tness issued in April 2008.

For Tropicana Indah, its maiden condominium

project known as Casa Indah, which has

a commanding view of the Seri Selangor

Golf Course, was another major success.

Casa Indah 1 comprising Phase 1A with 418

units and Phase 1B with 80 low-rise units

known as Condo Villas were well received

by purchasers with 95% sales achieved.

All these units had been completed and

handed over to purchasers in October 2006.

Villa Green is designed to exude simplicity and elegance. The homes are set in a circular formation to amplify the feeling of a cosy and secure neighbourhood.

Villa Green consists of contemporary styled homes set amidst a lush natural environment.

Residences in Tropicana Indah Resort Homes overlook the fairways of Tropicana Golf & Country Resort as well as the Sri Selangor Golf Course.

Our meticulously planned homes incorporate the best of both indoor and outdoor living spaces.


Tropicana Indah Resort Homes is fast becoming another choice address

in Petaling Jaya with its 24-hour security and CCTV surveillance.

Leveraging on its ‘Casa Indah’ brand, the Group launched Casa Indah 2 involving Phase 2A

and 2B in early 2006, with the high-rise Block A comprising 176 units followed shortly by

Block B with a similar number of units. Block C and D of Phase 2C comprising 39 low-rise

units were released for sale in late 2007. Total sales were encouraging with 80% achieved.

Todate, Block A had been completed with certifi cate of fi tness issued, while building works

for Block B was 80% completed. Similarly, the low-rise Block C had been completed while

building works for Block D was 90% completed.

A commercial development is also being planned for Tropicana Indah. A life-style commercial

centre to be known as Tropicana Garden has been proposed to be built on a 14 acre site.

Conceptually, it is envisaged to have a pedestrian mall lined up with trees to exude a tropical

resort feel besides having some retail units overlooking the greenery and lakes of the Seri

Selangor Golf Course.

Away from the gated resorts, the Group also has another major condominium project in

Petaling Jaya known as “Casa Damansara”. Casa Damansara 1 and 2 comprising 320 units

and 152 units respectively which were launched earlier were completed and the units were

fully sold. Construction work on Casa Damansara 3 involving 200 units was in progress,

with substructure works having been completed.

Next to Casa Damansara is another of the Group’s well-known commercial venture namely

the Tropicana City Business Park (formerly known as Damansara Intan e-Business Park)

which is an established business venue. Adjacent to this landmark, is another condominium

project of the Group namely Casa Suites Serviced Apartments @ Tropicana City involving a

22-storey block with 210 units of trendy serviced apartments. It was launched in late 2005 with

good response and sales of 89% achieved todate. Construction had been completed in early

2008 with the units handed over to purchasers.

Casa Indah 1 is located in the upmarket neighbourhood of Tropicana Indah Resort Homes. Inspired by country living, Casa Indah 1 has an array of practical layouts that offer a wide choice of design options.

A state-of-the-art gym is among the many amenities available at our latest condominium developments.

Greens III, the new function room at Tropicana Golf & Country Club offers a spacious and modern ambience suitable for both corporate and social events. With a seating capacity of 150 and a standing capacity of 200, Greens III is an ideal setting for boutique functions.


The Group had also started a major mixed retail and commercial development known as

Tropicana City on the adjacent 9 acre site, with a total built-up area of 1.2 million sq. ft.

comprising a 4-level shopping, entertainment, and recreational complex namely the Tropicana City Mall having 439,000 sq. ft. net lettable area, 601 units of designer suits known as the

Tropics and a 12-storey signature offi ce block with a net lettable area of 105,000 sq. ft.

which would be fully leased.

The Mall had been completed and opened in December 2008. It is known to be the latest

mall in Petaling Jaya that offer a modern blend of shopping, entertainment and lifestyle with

over 200 retail outlets offering an extraordinary mix including cafes, fast food outlets, theme

restaurants, fashion boutiques, jewellers, sports retailers, bookstores and an eight-screen

Cineplex (expected to be open in late June 2009). It would complement the regional malls in

the area. Its anchor tenant, the popular French hypermarket Carrefour had leased 125,000

sq. ft. in the Mall.

Meanwhile, sales of the Tropics which was launched in September 2006 were very encouraging

with 79% sold todate. All the 70 units with the loft design had been taken up. Construction

of the Tropics is in progress with 27% building works completed. For the offi ce block, building

works was 64% completed.

Further away from Petaling Jaya, the Group also has a residential and commercial development

on 20.5 acre of land located in the prime southern Kuala Lumpur growth corridor opposite

the Mines Resort Lake and golf course. Phase I of this Fortune Park project comprising

2 high-rise blocks of 190 units of apartments each commenced in 2006. Overall sales were

very positive with 81% achieved. Both blocks had been completed with certifi cate of fi tness.

Besides involving in in-house projects, the Company was earlier appointed as project manager

for the development of a condominium project involving 233 units in the Mont Kiara area

known as Casa Kiara 1 which was a success. Subsequently, the Company also managed

Casa Kiara 2 comprising another 206 units which had also been completed recently.

One of the spacious and fi nely appointed condominium units at Fortune Park.

Shoppers at Tropicana City Mall enjoying one of the many events at the main concourse area.

Tropicana City Mall ushered in its fi rst Lunar New Year with an exhilarating

world champion lion dance performance.


As part of its major business strategy, the Group continued to seek

out similar collaborations including joint-ventures with landowners

in good locations in Malaysia and overseas, leveraging on its well-

known brand name, strong reputation in the upmarket residential

development and commercial development, besides its wide

experience and in-depth expertise in project management.

In November 2006, the Company through Dijaya-Malind JV (Mauritius)

Limited (“DMJML”) had entered into a Development Agreement

with Telangana Spinning & Weaving Mills Limited (“Telangana”)

to undertake a residential and commercial development on about

25.4 acres of Telangana’s land in Hyderabad, India (“Proposed

Development”). Subsequently, in April 2007, both DMJML and

Telangana entered into an agreement to facilitate the appointment

of Dijaya-Malind Properties (India) Pte Ltd a newly formed subsidiary

of DMJML then to undertake the Proposed Development.

The 12-storey Tropicana City Offi ce Tower is scheduled for completion by the fourth quarter of 2009.

The Tropics offers chic living in Petaling Jaya’s latest urban neighbourhood – Tropicana City.

The entrance to the RM17 million overhead bridge that provides greater accessibility to the Tropicana City Mall.


The Proposed Development in Balanagar, Hyderabad is expected to involve a total 2,467 units

of apartments and commercial development of approximately 500,000 sq. ft. of gross fl oor area.

Phase 1 of the project would initially involve 3 blocks of 10-storey apartments and a Club House with

swimming pool. In view of the softening market conditions in Hyderabad, plans for the development

are being reviewed.

The Group would continue to explore property business opportunities in other emerging economies

such as Vietnam. Considering the deterioration in global economic conditions and uncertainties,

Management would continue to exercise prudence in their assessment of any business opportunity

that may arise.

On the local property front, the Company through its wholly-owned subsidiary, Nadi Jelita Sdn Bhd had

on 12 November 2007 entered into a Joint-Venture Agreement with Aliran Firasat Sdn Bhd (“AFSB”)

to develop AFSB’s commercial land measuring approximately 20.83 acres in Pekan Baru Sungai Buloh,

Selangor. The development is known as TSB Commercial Centre and it involves 173 units of 3 and

4-storey shop offi ces and 36 low cost shops within a 5½-storey multi-level car park. Phase 1 and 2

comprising a total of 136 units of shop offi ces were launched in 2008, while Phase 3 involving another

37 units of shop offi ces was launched this year. Total sales were encouraging with 55% achieved.

Piling works for Phase 1 and 2 had been completed with the contract for building works having been

awarded in April 2009. For Phase 3, piling work is in progress.

The Group continued to cautiously pursue quality development lands or those lands with strong

development potential in good locations for outright purchase to continually replenish its land bank.

In view of the acute shortage of large tracts of land with development potential in the Klang Valley

and its vicinity, the Group continued its strategic intention to acquire several smaller parcels in good

locations for development with the aim of a faster turnaround time to generate better returns over

shorter durations.

Accordingly, the Group had entered into agreements with various landowners to purchase a few

parcels of land.

More than just a home, Casa Suites are freehold serviced residences specially designed for a cosmopolitan lifestyle.

An artist impression of the modern and luxurious lobby and

lounge area at the Tropics.

Perspective view of the elegantly designed foyer at Casa Suites.


On the 19 December 2007, the Company through its wholly-owned

subsidiary, JMI Manufacturing Sdn Bhd (now known as Dijaya Property

Sdn Bhd) entered into an agreement to acquire 2 parcels of freehold

lands measuring about 66.03 acres in Mukim Kajang, Daerah Hulu

Langat, Selangor. These properties are strategically located in the

major suburb of Balakong/Kajang and in the neighbourhood of

Country Heights and Kajang Heights. The Group proposed to carry

out residential development with a preliminary estimated gross

development value of RM350 million on the sites.

Subsequently, on the 20 February 2008, Dijaya Property Sdn Bhd,

a wholly-owned subsidiary of the Company entered into 2 agreements

with several individuals to acquire 2 parcels of freehold agricultural

land measuring approximately 26.77 acres in the Mukim of Cheras,

District of Hulu Langat, Selangor. These properties are located in


With a built-up size of 6,206 sq ft, this 3-storey super semi-detached home offers more space than many other conventional bungalows.

The skylight bathroom is another unique feature that gives our developments a refreshing difference.

The freehold TSB Commercial Centre has all the qualities of a prime investment property, offering an excellent mix of business and retail.


Cheras, surrounded by matured residential developments such as

Taman Sri Sekamat, Taman Rakan and Taman Lingkaran Nur, and

have development potential. Here, it planned to have a residential

development with a preliminary estimated gross development value

of around RM200 million.

The layout plans for both the above sites in Kajang and Cheras had

been submitted to the relevant authorities for approval.

ManufacturingTenaga Kimia Sdn Bhd, our 33%-owned associate company performed

very well in 2008, recording a substantially higher consolidated net

profi t of RM9.14 million as compared to RM2.61 million registered

in the preceding fi nancial year. The better performance was mainly

attributable to higher demand for its products from the construction

and infrastructure projects. A higher profi t margin as a result of

higher selling prices also contributed to the improved results.

DIV IDE ND

The Board had recommended, subject to shareholders’ approval,

a fi rst and fi nal dividend of 2% less 25% Malaysian Income Tax

amounting to RM3,894,384 (1.50 sen net per share) in respect for

the year ended 31 December 2008.

C OR P ORATE DE VE LOPMENT

As announced on the 17 January 2008, the Company proposed to

undertake the following:

(i) A renounceable two-call Rights Issue of up to 214,115,875 new

ordinary shares of RM1.00 each (“Rights Shares”) in the Company

together with up to 142,743,917 free detachable warrants

(“Warrants”) at an issue price of RM1.00 per Rights Share on the

basis of 3 Rights Shares together with 2 free warrants for every

4 existing ordinary shares of RM1.00 held in the Company as at

entitlement date. (“Proposed Rights Issue With Warrants”)

(ii) Proposed Increase in the authorised share capital of the Company

from RM500,000,000 comprising 500,000,000 ordinary shares

of RM1.00 each to RM1,000,000,000 by the creation of an

additional 500,000,000 new shares. (“Proposed Increase In

Authorised Capital”)

(iii) Proposed amendments to the Memorandum and Articles of

Association of the Company. (“Proposed Amendments”)

Pursuant to the above, we have the proposed exemption sought by

Tan Sri Dato’ Tan Chee Sing (“TSDT”) under Practice Note 2.9.1 of

the Malaysian Code of Takeovers & Mergers 1998 (“Code”) from the

obligation to undertake a mandatory offer for the remaining shares

in the Company not already owned by TSDT and parties acting in

concert, in the event TSDT incurs such an obligation under the Code

upon the completion of the Proposed Rights Issue with Warrants.

(“Proposed Exemption”)

On the 28 March 2008, the Securities Commission (“SC”) approved

the Proposed Rights Issue With Warrants and Bank Negara Malaysia

also approved the issuance of Warrants pursuant to the Proposed

Rights Issue With Warrants to its non-resident shareholders.

The Proposed Rights Issue With Warrants, The Proposed Increase

In Authorised Share Capital and the Proposed Amendments were

approved by the shareholders of the Company at the Extraordinary

General Meeting (“EGM”) held on the 25 June 2008. The Proposed

Exemption was also approved by the non-interested shareholders of

the Company, by way of poll, at the said EGM. Subsequently, the SC

approved the Proposed Exemption on 23 July 2008.

Purchasers were treated to a special house warming celebration, complete with clowns for the children as well as hot-air balloon rides for the entire family.

Our marketing representatives with prospective buyers at a property launch.


Chairman’s Statement


On the 16 September 2008, Bursa Malaysia Securities Bhd (“Bursa

Securities”) had given its approval in-principle for the admission of

the Warrants to the Offi cial List of Bursa Securities, for the listing and

quotation of the Rights Shares, Warrants and the new shares to be

issued pursuant to the exercise of the Warrants on the Main Board

of Bursa Securities.

Further to the above, the Company had initially obtained the

approval of the SC for an extension of time to 27 March 2009 to

implement and complete the Proposed Rights Issue With Warrants.

Subsequently, the Company obtained the approval of SC for a further

extension of time of 6 months to 27 September 2009 to implement

and complete the Proposed Rights Issue With Warrants.

P ROS P E CTS

The global economic conditions continued to deteriorate further

in the fi rst quarter of 2009 with major advanced economies still

experiencing a worsening economic contraction. Conditions in the

international fi nancial system apparently had yet to normalise. With

the implementation of large stimulus measures by several countries,

it is envisaged that prospects for improvement in global economic

conditions in the later part of 2009 would be better. With many

economies already in recession, the global economy is not expected

to record any growth in 2009, as compared to 3.4% in 2008.*

Meanwhile the Malaysian economy is envisaged to experience the

full impact of the global downturn in 2009. To mitigate the impact,

the Government had put in place several policy measures including

two economic stimulus packages of RM67 billion and Bank Negara

had reduced the OPR to 2.0% since November 2008. The real GDP

performance of the Malaysian economy in 2009 is projected to be

between -1% to 1%.*

Accordingly, prospects for the Group’s property business are expected

to be very challenging in view of the diffi cult business conditions,

softening consumer sentiments and the economic uncertainties.

Nevertheless, Management would continue to be disciplined, focus and

innovative, and would adopt various proactive measures to manage

costs, enhance customer loyalty and further improve operational

effi ciencies and productivity. Overall, the Group’s fundamentals are

still strong with a healthy balance sheet and unbilled sales of about

RM264.1 million as at end of April 2009.

The Group is cautiously optimistic of its prospects for the coming

year and envisages a satisfactory performance in 2009, taking into

consideration of the diffi cult business environment and barring any

unforeseen circumstances.

A P P RE C IAT IO N

On behalf of the Board of Directors, I would like to express my

appreciation to Y. Bhg. Datuk Seri Panglima Mohd Annuar Bin Zaini

who had resigned as Director, for his invaluable contribution during

his tenure. I would also like to take this opportunity to extend my

warmest welcome to Mr. Dickson Tan Yong Loong to the Board.

On behalf of the Board, I wish to express my thanks and gratitude

to our valued customers, bankers, contractors, consultants,

suppliers and business associates for their continued support and

confi dence and also to the relevant government authorities for their

kind understanding and cooperation. I would also like to take this

opportunity to record my appreciation to our valued shareholders

for their continuing trust and loyalty.

Lastly, I would like to congratulate my fellow directors, management

and staff of the Group for a good performance in 2008 and I trust

that we will all continue to work hard and strive for the continued

success for the Group in the coming years.

Tan Sri Dato’ Seri Mohd Sedek Bin Mohd Ali Chairman

25 May 2009

Overall, the Group’s fundamentals are still strong

with a healthy balance sheet.

(*Source: Bank Negara Malaysia Annual Report 2008)


Statement on Corporate Social Responsibility (“CSR”)

CSR IN THE E N VIRO N ME N T

We are conscious that the planet belongs

not to us, but to the future generations.

As such, we make every effort to ensure that

our operations and services are in accordance

with appropriate industry standards and

best practices to minimize harm to the

environment. In the Group’s development

and building operations, conscious efforts

are made to preserve the beauty of the

natural surroundings. Buildings are designed

to allow maximum use of natural lighting,

thus reducing the reliance and usage

time of artifi cial lighting. Instead of felling

trees to make way for construction of our

development projects, we have decided,

wherever possible, to build around nature.

Some of the trees at our project site are

over 100 years old and actually form part

of the landscape of the development.

Double-layer roofi ng system, also known

as “cool roof” is used in our Villa Green

homes development to help reduce energy

consumption by lowering cooling load.


The metal roofi ng is also durable and 100%

recyclable. In Tropicana Golf & Country

Resort, the waste heat recovery system is

used to produce hot water with heat from

air-conditioning compressors. An energy

saving equipment is also installed to reduce

electricity consumption. During the year under

review, Tropicana Resident’s Association and

Tropicana Golf & Country Resort had came

together for “Save Our Earth” campaign

with the setting up of a recycling collection

centre at the Sports Wing.

CS R IN THE CO MMUN ITY

We hope that, with our contribution to

the following charities and voluntary

organisation, it will help to ease the burden

of the less fortunate community:-

2nd May 2008 – Dijaya contributed

RM300,000 to the Myanmar Relief Fund,

a humanitarian aid to cyclone victims in

Myanmar.

At Dijaya Corporation Berhad,

our social responsibility as

a corporate citizen is taken

seriously and has always

been part of our business

practice. It is important for us

to achieve business success in

ways that honour our ethical

principles and demonstrate

our respect for people and the

earth. We strive to maintain

the best values and practices

in our relationships with our

employees, shareholders,

regulators and business

associates.


Statement on Corporate Social Responsibility (“CSR”)

31st May 2008 – Tropicana Golf & Country

Resort and the New Straits Times Press

(M) Berhad hosted their fi rst charity golf

tournament. The event raised more than

RM100,000 and was channeled to NSTP

Charity Fund to help fi nance medical

treatment for the needy and the disabled.

14th October 2008 – Tropicana Golf &

Country Resort once again sponsored the

green fees worth RM40,000 to the 15th

Ronald McDonald Children’s Charities Fund

(“RMCC”) – Tropicana Golf Tournament.

The annual charity event, which was started

since 1997 with RMCC, collected more than

RM100,000.

Many other joint charities activities were

also organized throughout the fi nancial year

under review to raise funds for orphanages

and homes for the disables.

CS R IN THE WO RKP LA CE

Dijaya Group has a total of about 600

employees with equal opportunity provided

to all regardless of age, gender, race,

religion, nationality etc. Besides providing a

safe workplace for its employees, the Dijaya

Group also recognizes the importance for

its workforce to feel proud and inspired to

work for the Group, and thus we strive to

improve their quality of life. Our workforce

is encouraged to reach their full potential

through training, career development and

promotion from within wherever possible.

Opportunity to have a direct ownership of the

Company is provided through the Employees’

Share Option Scheme participation. To show

appreciation and to encourage interaction

amongst employees, lunches and annual

dinner are organized during the year. Dijaya

Group encourages the formation of the Staff

Sports Club and provided fi nancial assistance

in the running of the Staff Sports Club.


CS R IN THE MA RKETPLACE

The Dijaya Group is committed to pursue

and practice CSR by ensuring that our

operations and business practices are

managed responsibly and effi ciently with

the highest standards of transparency,

accountability and integrity in an increasingly

complex environment. We seek to protect

our customers’ rights and service their needs

at all times. The feedback and suggestions

from customers are taken seriously and are

used to improve the quality of our products

and services.

We maintain a clear, timely and open

communication with shareholders, analysts

and fund managers to enable them

to have clear understanding of Dijaya

Group’s strategies, performances and

growth prospects. Investors and all other

interested parties are able to obtain updated

information on the Dijaya Group through its

website at www.DIJAYA.com.my.


Other InformationStatement on Corporate Governance 29 Statement on Internal Control 35

Report of Audit Committee 37 Analysis of Shareholdings 40 List of Properties 42


Statement on Corporate Governance

The Board of Directors (“Board”) of Dijaya Corporation Berhad (“Dijaya” or “Company”) remains committed to achieving and maintaining high standards of corporate governance and effective application of the principles and best practices set out in the Malaysian Code on Corporate Governance (“Code”) throughout the Company and its group of companies (“Group”) to protect and enhance shareholders’ value as well as to support the Group’s continued growth and success.

This statement sets out the manner in which the Group has applied the principles of good governance and the extent of compliance by the Group with the best practices recommended by the Code throughout the year ended 31 December 2008.

BOARD OF D IRECTORS

Composition and Size of BoardDuring the fi nancial year, the Board has ten members, comprising seven independent non-executive directors and three non-independent executive directors. The Board composition complied with the requirement of the Listing Requirements of Bursa Securities whereby at least one-third of the Board must be of independent directors.

Board Balance and Board EffectivenessThe Board of Dijaya comprises members from diverse professional backgrounds which provide the Group with a wealth of expertise and experience to draw on which includes legal, fi nancial, banking, technical and public administration for effective management of the businesses and successful direction of the Group. The profi les of the directors are set out on pages 7 to 10 of this Annual Report.

The Board is responsible for the review and adoption of the Group’s long term strategic plan and direction, overseeing the conduct of the Group’s businesses and utilisation of resources, monitoring the achievement of business objective and fi nancial performance, reviewing the adequacy and the integrity of internal controls and risks management systems and ensuring the effective implementation of these systems.

There is a clear division of responsibility in the Company. The Chairman represents the Board to shareholders and is responsible for the effective running of the Board. The Group Chief Executive Offi cer, assisted by the Managing Director and the Executive Director, are fully responsible for the effective running of the Group’s operations and business activities and implementation of the Board’s policies and decisions. The presence of experienced independent non-executive directors who comprised a majority of the Board, ensures that there is a proper check and balance in the Board, and to provide unbiased and independent views, advice and judgement, besides playing key supporting roles. It is mandatory for all members of the Board to declare their interests in any transactions undertaken by the Group. In such instance, the interested director(s) shall abstain from the decision-making process.

Mr. Michael Lim Hee Kiang has been appointed as the Senior Independent Non-Executive Director of the Board to whom any concerns of the shareholders, management and others may be conveyed.

Board MeetingsThe Directors meet on a scheduled basis once every quarter, ie, at least four times a year. Additional meetings will be convened as and when required with formal agenda for the Board to deliberate on urgent issues that require immediate decision-making.

The quarterly Board meetings are scheduled in advance prior to the start of the fi nancial year. All Board meetings are formally structured with pre-set agenda, and Board papers containing information relevant to the matters to be deliberated upon at the meetings are circulated to the Directors prior to the meetings. The Board papers include information on the latest fi nancial, corporate development and other matters reserved specially for the Board’s decision. Senior Management of the Group, external auditors and advisors are also invited to attend Board meetings on specifi c items on the agenda which require clarifi cation. The Board will also be briefed on latest updates on the Group’s business activities. All proceedings of the Board Meetings are duly minuted and signed by the Chairman of the meeting.


For the year 2008, a total of fi ve Board meetings were held. Record of each of the Board members’ attendance is set out below:-

Name of Directors Attendance % of Attendance

Tan Sri Dato’ Seri Mohd Sedek Bin Mohd Ali 5/5 100

Tan Sri Dato’ Tan Chee Sing 5/5 100

Tong Kien Onn 5/5 100

Quek Cham Hong 5/5 100

Michael Lim Hee Kiang 5/5 100

Roslan Bin Hj Yahya 5/5 100

Dato’ Ahmad Hassan Bin Osman 5/5 100

Loh Chen Peng 5/5 100

Rohana Binti Tan Sri Mahmood 5/5 100

Dickson Tan Yong Loong

(appointed on 20 May 2009)

N/A N/A

Datuk Seri Panglima Mohd Annuar Bin Zaini

(resigned w.e.f. 1 January 2009)

4/5 80

relating to the affairs of the Group from external consultants including merchant bankers, fi nancial advisors and valuers at the Company’s expense in the discharge of their duties and responsibilities.

Re-election of Directors/Appointments to the BoardIn accordance with the Company’s Articles of Association (“Articles”), all directors who are appointed by the Board either to fi ll a casual vacancy or as an addition to the existing directors are subject to re-election by shareholders at the Annual General Meeting (“AGM”) following their appointment. The Articles also provide that at least one-third of the remaining directors be subject to re-election by rotation at each AGM including the Group Chief Executive Offi cer, the Managing Director and the Executive Director provided always that all the directors shall retire from their offi ce at least once every three years. All retiring directors are eligible to offer themselves for re-election at the AGM. Directors over 70 years of age are required to submit themselves for re-appointment annually in accordance with Section 129(6) of the Companies Act, 1965.

The Board continuously reviews its size and composition with particular consideration on its impact on the effective functioning of the Board.

Any proposed candidate for the appointment as director of the Board will be nominated by the Nomination Committee to the Board for full deliberation.

All the directors have complied with the minimum 50% attendance requirement in respect of Board meeting as stipulated in the Listing Requirements of Bursa Securities. In the intervals between Board meetings, for any matters requiring Board’s decisions, the Board’s approvals are obtained through circular resolutions. The resolutions passed by way of such circular resolutions are then ratifi ed in the next Board meeting.

Supply of Information and Access to AdviceAll directors are provided with an agenda and a set of Board papers issued in suffi cient time prior to Board meetings to allow the directors to obtain further explanations and clarifi cations, where necessary. The Board papers include, among others, the following:-

a) Quarterly fi nancial statements;b) Corporate development;c) Business development;d) Minutes of previous Board Meeting and Audit Committee

Meeting; ande) Directors’ Circular Resolutions

The Management is responsible in providing the Board with all information that will assist the Board in discharging its responsibilities and to facilitate informed decision-making. The Directors also have access to the advice and service of the Company Secretary beside entitled to access to all information within the Group. If necessary, the directors are also entitled to seek independent professional advice




Directors’ Continuing Professional DevelopmentAll the directors had attended and successfully completed the Mandatory Accreditation Programme and various training programmes under the Continuing Education Programme.

All directors newly appointed to the Board will be furnished with relevant information of the Group, including familiarisation tours, where necessary.

The Directors are encouraged to attend continuing education programmes and seminars to keep abreast with current developments in the market place and with new statutory and regulatory requirements. They are provided with updates from time to time on relevant new laws and regulations affecting their directorship and relevant compliance.

During the year ended 31 December 2008, the training programmes and seminars attended by the Directors are as follows:-

Name of Director Title of Seminar/Workshops/ Courses

Quek Cham Hong - Conference “Directors’ Duties & Liabilities”

Roslan Bin Hj Yahya - Audit Committee Role and Internal Audit Function- Managing Financial Crises and Capital Controls

Loh Chen Peng - Malaysian Boardroom Challenges: Impact & Implications of the Malaysian Companies (Amendment) Act 2007 (Act A1299)

- Managing Financial Crises and Capital Controls

Rohana Binti Tan Sri Mahmood - Pacifi c Basin Economic Council – Global Growth; Where will it take us in 2008?- Seminar on Higher Education Strategic Plan: Building Malaysia’s Human Capital- Institute of Strategic & International Studies Malaysia (“ISIS”) Forum: 2008 General Elections

Results: Outcome & Implications for Malaysia- Khazanah lectures by Carlos Ghosn, President & CEO of Renault “Building Tomorrow’s Mind Today”- ISIS Forum: Rising Prices & People Welfare: Current Measures & Future Steps- 22nd Asia Pacifi c Roundtable – Has Japan lost its relevance?- Sime Darby Developing Sustainable Futures Lecture Series- ASEAN 100 Leadership Forum – The Challenge of Leadership in Turbulent Times- ISIS Forum: US – Malaysia Relations under the New US Administration- Global Brand Forum – Creating Leader Brands

Datuk Seri Panglima Mohd Annuar Bin Zaini

- 22nd Asia Pacifi c Roundtable – Has Japan lost its relevance?- Directors’ Duties and Liabilities – Beyond Compliance- Directors’ Performance Evaluation – Building a High Performance Board- National Integrity Convention 2008

BOARD COMMITTEES

The Board has delegated specifi c responsibilities to several committees, namely the Audit, Option, Nomination and Remuneration Committees. These Committees operate within their respective defi ned terms of reference approved and specifi c authority delegated by the Board. The Chairman of the respective committees will report to the Board the outcome of the committee meeting and are incorporated in the minutes of the Board Meeting. The Board, however, retains full responsibility for the fi nal decision on all matters.

(i) Audit Committee The Audit Committee consists of three independent non-executive directors, one of whom is a qualifi ed Accountant with more than

20 years of experience in the fi nance and accounting fi elds.



The Audit Committee assists and supports the Board in fulfi lling its fi duciary responsibilities relating to the Group’s fi nancial reporting practices, accounting policies, internal controls, business ethics policies and the independence of the Group’s external and internal auditors. The Audit Committee Report is set out in pages 37 to 39 of this Annual Report.

(ii) Nomination Committee The Nomination Committee has been given the responsibility to recommend new appointments to the Board of Dijaya. The Nomination

Committee also reviews the effectiveness of the existing Board, the committees of the Board and the contribution of each Director. The Nomination Committee comprises three (3) members, all being independent non-executive directors namely Michael Lim Hee Kiang (Chairman), Roslan Bin Hj Yahya and Loh Chen Peng.

The recommendations of the Nomination Committee are subject to the approval of the Board.

(iii) Remuneration Committee The Remuneration Committee is comprised entirely of independent non-executive directors and they are Michael Lim Hee Kiang (Chairman)

and Loh Chen Peng.

The Remuneration Committee assists the Board in its responsibilities of assessing the remuneration packages of the directors.

The policy practised on directors’ remuneration by the Remuneration Committee is that the level of remuneration should be suffi cient to attract, motivate and retain directors of the quality required to effectively manage the businesses of the Group. As for non-executive directors, the fees refl ect the experience and level of responsibilities undertaken by the non-executive directors concerned. All directors had abstained from discussion and decision on their own remuneration.

The details of the remuneration of Directors for the year ended 31 December 2008 are as follows:-

Category Fees

Salaries allowances

and other emoluments Bonus

Share Options granted under

ESOSBenefi ts-

in-kind Total

Executive Directors – 3,293,220 832,250 363,904 – 4,489,374

Non-Executive Directors 262,000 104,600 – – – 366,600

Total 262,000 3,397,820 832,250 363,904 – 4,855,974

The aggregate remuneration of Directors analysed into appropriate band of RM50,000 are as follows:-

No. of Directors

Range of Remuneration Executive Directors Non-Executive Directors

Below RM50,000 – *5

RM50,001 – RM100,000 – 2

RM650,001 – RM700,000 1 –

RM800,001 – RM850,000 1 –

RM2,950,001 – RM3,000,000 1 –

* Including a director who has resigned after the fi nancial year



(iv) Option Committee The Option Committee, established to administer the Dijaya

Employee Share Option Scheme (“ESOS Scheme”), comprises the following members:-

a. Tong Kien Onn (Chairman)b. Quek Cham Hongc. Lee Nyit Kongd. Yip Chong Kuane. Dickson Tan Yong Loong

The primary responsibility of the Option Committee is to administer the ESOS Scheme in accordance with the objective and regulation thereof as set out in the ESOS Bye-Laws and in such manner as it shall deem fi t and with such powers and duties as are conferred upon it by the Board.

S HARE HOLDERS

Communications with Shareholders and Relationship with InvestorsThe Group recognises and practices transparency and accountability to its shareholders and investors. As such, the Group ensures timely dissemination of information through appropriate channels of communications to shareholders and investors to ensure that they are properly informed of major developments of the Group. Such information is also communicated to them through the Annual Report and the various disclosures and announcements made to Bursa Securities from time to time, including the Quarterly and Annual Results. The Company obliges the request of analysts and fund managers for briefi ngs from time to time.

The Group’s website at www.DIJAYA.com.my also provides an avenue for shareholders and members of the public to access information pertaining to the Group which is being updated regularly.

Annual General MeetingThe Company’s Annual General Meeting is the principal forum for dialogue and interaction with its shareholders at which the shareholders are informed and updated on current developments of the Group. The Board presents an overview of the performance of businesses in the Group and encourages shareholders to participate in the question and answer sessions. The directors and senior management are available to respond to shareholders’ questions during the meeting. The external auditors and fi nancial advisers are also present to provide their professional and independent clarifi cation on issues and concern raised by the shareholders.

The outcome of all resolutions proposed at the general meeting is announced to Bursa Securities at the end of the meeting day.

A CCO UN TA BIL I TY A N D A UD IT

Financial ReportingThe Board is responsible for ensuring that all fi nancial statements of the Company and the Group are drawn up in accordance with the applicable approved accounting standards in Malaysia and the provisions of the Companies Act, 1965. The Board is committed to providing a clear, balanced and comprehensive meaningful assessment of the Group’s fi nancial performance and prospects, primarily through the annual fi nancial statements and quarterly announcements of results to shareholders as well as the Chairman’s Statement and review of operations in the annual reports.

Internal ControlThe Board has overall responsibility for maintaining a sound system of internal controls which includes fi nancial controls, operational and compliance controls and risk management to safeguard shareholders’ interest and the Company’s assets. The Group’s system of internal control is regularly reviewed to ensure its effectiveness. While acknowledging its responsibility for the system of internal control, the Board is aware that such a system cannot totally eliminate risks and thus can never be an absolute assurance against the Group failing to achieve its objectives. The Group’s Statement on Internal Control for the year ended 31 December 2008 is set out on pages 35 to 36 of the Annual Report.



Relationship with AuditorsThe Board, through the Audit Committee, has always maintained a formal and transparent relationship with the external auditors. The Audit Committee meets up with the external auditors to discuss the annual audited fi nancial statements and their audit fi ndings.

The report by the Audit Committee for the fi nancial year ended 31 December 2008 is set out on pages 37 to 39 of this Annual Report.

C OMP L IANCE WITH THE CODE

The Board has complied with the best practices set in accordance with the Code during the year under review.

This Statement is made in accordance with a resolution of the Board of Directors dated 15 May 2009.

ADDIT IONAL COMPL IANCE INFORMAT ION

AS AT 3 1 DE CE MBER 2008

Share BuybacksDuring the fi nancial year, the Company did not enter into any share buyback transactions.

Options, Warrants or Convertible SecuritiesDuring the year under review, there was no granting of options pursuant to the ESOS Scheme and a total 37,500 ESOS options were exercised. The Company has not issued or exercised any warrants or convertible securities during the year.

American Depository Receipt (“ADR”) or Global Depository Receipt (“GDR”) ProgrammeThe Company did not sponsor any ADR or GDR programme during the year.

Imposition of Sanctions and PenaltiesNo sanctions or penalties were imposed on the Company and its subsidiaries, directors or management by the relevant regulatory bodies during the year.

Non-Audit Fees The amount of non-audit fees incurred for services rendered to the Company and its subsidiaries for the fi nancial year by the Company’s external auditors, Messrs Ernst & Young was RM144,655.

Profi t Estimate, Forecast or ProjectionThere was no material variation between the Group’s unaudited results announced earlier and the audited results for the year ended 31 December 2008.

Profi t GuaranteeThe Company did not provide any profi t guarantee during the fi nancial year.

Material ContractsThere were no material contracts entered into by the Company or its subsidiaries that involved directors’ or major shareholders’ interest.

Revaluation PolicyThe Company and the Group did not revalue its land and buildings, save for recognition of impairment losses as required by the relevant accounting standards.

Utilisation of ProceedsThere was no proceeds raised from any corporate exercise during the fi nancial year.


Statement on Internal Control

INTRODUCT ION

Dijaya Corporation Berhad and its subsidiaries’ (“the Group”) system of internal control is designed to improve the Group’s operations and risk management functions.

The Board of Directors (“the Board”) is committed to maintaining a sound system of internal control and risks management practices to safeguard the Group’s assets and shareholders’ interests. The Board is pleased to provide the following Statement on Internal Control which outlines the nature and scope of internal control of the Group during the year pursuant to Paragraph 15.27(b) of the Listing Requirements of Bursa Securities.

RE S P ONS IB I L I TY

The Board affi rms its overall responsibility for maintaining a sound system of internal control that covers all aspects of the Group’s business including strategic, commercial, operational and fi nancial areas. In recognition of that responsibility, the Board sets policies and seeks regular assurance that the system of internal control is operating effectively. While acknowledging their responsibility for the system of internal control, the directors are aware that a sound system of internal control and risk management can only help to mitigate and manage rather than totally eliminate the risk of failure to achieve business objectives. Accordingly, such a system can only provide reasonable assurance against material misstatements, losses, fraud or breaches of law or regulations. However, the extent of responsibility for internal control does not extend to include that of the Group’s associated companies for the purpose of this review.

P R INC IPAL FEATURES AND KEY PROCE S S E S O F THE

GROUP ’S S YSTEM OF INTERNAL CONTRO L

The principal features of the Group’s system of internal control can be summarised as follows:-

• Authorisation Procedures The Group has a clearly-defi ned authorisation procedure and

a clear line of accountability, with strict authorisation, approval and control procedures which provide a sound framework of authority and accountability within the organisation and which facilitate proper corporate decision-making at the appropriate level in the organisation’s hierarchy. Responsibility levels are communicated throughout the Group which set out, amongst others, authorisation levels, segregation of duties and other control procedures.

• Authority Levels The Group has designated authority levels for major project

tenders, capital expenditures, assets and other signifi cant transactions. Such limits are subject to periodic reviews as to their implementation and continuing suitability.

• Staffi ng Policies Guiding policies and procedures on hiring and retention of staff

have been established at Group level with individual business units having the fl exibility to adapt these policies for their specifi c needs. High recruitment standards which identify talented individuals who possess qualities that fi t the Group’s culture of excellence ensure the integrity and competence of staff. Successful recruits are guided on where and how they can contribute productively.

Employees’ knowledge, skills and abilities are being continually enhanced to enable them to operate and monitor the systems of internal control effectively.

• Financial Performance Quarterly, interim and full year results and analyses of the Group’s

state of affairs are disclosed to the shareholders after review and approval by the Board.

A computerised fi nancial reporting system captures all fi nancial transactions that are then collated into regular management fi nancial statements. The Group’s management team communicates regularly to monitor the fi nancial performance of business units.

• Internal Compliance The Group monitors compliance with its internal controls

through management reviews and internal audit reports that are reviewed by key personnel. Regular updates of internal policies and procedures are undertaken to refl ect changing risks or resolve operating defi ciencies. Internal audit visits are systematically arranged over specifi c periods to monitor and scrutinize compliance with procedures and assess the integrity of fi nancial information provided.

The key processes that the Board has established to review the adequacy and integrity of the system of internal control are as follows:-

• Internal Audit Function The Group’s internal audit function undertakes reviews of internal

control in all key activities of the Group. The internal auditors will monitor and report on the fi nancial and operational controls


implemented by the management and report to the Audit Committee, which in turn will review the effectiveness of the system of internal control in operation and report their conclusions to the Board. The internal auditors advise management on areas for improvement and subsequently review the extent to which its recommendations have been implemented.

During the year under review, the internal auditors conducted various audit assignments covering operational and compliance controls. The system of internal control will continue to be reviewed, enhanced or updated in line with changes in the operating environment. The Board will seek regular assurance on the continuity and effectiveness of the internal control system through independent appraisals by the internal auditors. The Board is of the opinion that the current system of internal control in place throughout the Group is suffi cient to safeguard the Group’s interests.

• Senior Management Meetings The Group conducts regular meetings of senior management

which comprises the Group Chief Executive Offi cer, the Managing Director, Executive Director and all divisional heads. The purpose of these meetings is to share information, monitor the progress of various business units, and to deliberate and decide upon operational matters. The meetings help to remove barriers of bureaucracy and assist in ensuring more direct and effective implementation of all major and important decisions.

• Reality Assessments The Managing Director and Executive Director carry out reality

assessments by visiting the operating units and communicating with various levels of staff to gauge the effectiveness of strategies implemented.

R ISK MANAGE ME NT

The process of identifying and managing the key risks within the Group are an integral part of the internal control environment. The processes within the Group are continuously reviewed and improved upon.

In dealing with its stewardship responsibilities, the Board recognises that effective risk management is an integral part of good business management practice. The Board acknowledges that all areas of the Group’s business activities involve some degree of risk and is committed to ensuring that the Group has an effective risk management framework which allows the management to manage the risks within defi ned parameters and standards.

Identifying, evaluating and managing the signifi cant risks faced by the Group is an ongoing process which is undertaken at each level of operation. This process is monitored by the Board to ensure the adequacy and integrity of the system of internal control. Emphasis is placed on reviewing and updating the process for identifying and evaluating the signifi cant risks affecting the business, policies and procedures.

Management is responsible for the identifi cation and evaluation of signifi cant risks applicable to their areas of business together with the design and operation of suitable internal controls. These risks are assessed on a continual basis and may be associated with a variety of internal and external sources including control breakdowns, disruption in information systems, competition, natural catastrophe and regulatory requirements.

Management reports regularly on their review and management of risks to the Audit Committee, whose main role is to assess, on behalf of the Board, the key risks inherent in the business and the system of controls necessary to manage such risks and to present their fi ndings to the Board. Internal audit independently reviews the risk identifi cation procedures and control processes implemented by management and reports to the Audit Committee on a quarterly basis.

The Managing Director also reports to the Board on signifi cant changes in the business and the external environment which may result in signifi cant risks. Where areas for improvement in the system are identifi ed, the Board considers the recommendations made by the Audit Committee and the internal auditors.

The Board will pursue its ongoing process of identifying, assessing and managing key business, operational and fi nancial risks faced by the business units as well as regularly reviewing planned strategies to determine whether risks are mitigated and well-managed.

CO N CLUS IO N

The Board is satisfi ed that, during the year under review, the system of internal control being instituted throughout the Group is sound and effective. Notwithstanding this, reviews of all the control procedures will be continuously carried out to ensure the ongoing effectiveness and adequacy of the systems of internal control, so as to safeguard the Group’s assets and shareholders’ investments.

Statement on Internal Control


Report of Audit CommitteeFOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2008

A. ME MBE RS OF THE AUDIT COMMITTEE

Roslan Bin Hj Yahya

(Chairman and Independent Non-executive director)


(Independent and Non-executive director)

Loh Chen Peng

(Independent and Non-executive director)

(A Certifi ed Public Accountant of the Malaysian Institute

of Certifi ed Public Accountants)

B . TE RMS OF REFERENCE OF AUDIT CO MMITTE E

Composition1. The Audit Committee shall be appointed by the Board

amongst the Directors and shall consist of no fewer than

three (3) members.

2. All the Audit Committee members must be non-executive

directors, with majority of them being independent

directors.

3. At least one (1) member of the Audit Committee must be a

member of the Malaysian Institute of Accountants (“MIA”) or

fulfi ls such other requirements as prescribed or approved by

Bursa Securities.

4. No alternate director shall be appointed as a member of the

Audit Committee.

5. In the event of any vacancy in the Audit Committee resulting

in the non-compliance of the Listing Requirements (“LR”) of

Bursa Securities, the Board shall fi ll the vacancy within three

(3) months.

Authority1. The Audit Committee is authorised to investigate any matter

within its terms of reference and to seek any information it

requires from any employee and all employees are directed to

co-operate with any request made by the Audit Committee.

2. The Audit Committee shall have the resources which

are required to perform its duties and shall have full and

unrestricted access to any information pertaining to the

Company or the Group.

3. The Audit Committee is authorised to obtain external legal

or other independent professional advice and to secure

the attendance of outsiders with relevant experience and

expertise if necessary.

4. The Audit Committee shall have direct communication

channels with both the internal and external auditors and

is able to convene meetings with the internal and external

auditors, excluding the attendance of the executive members

of the Audit Committee and management, whenever deemed

necessary.

Duties The duties of the Audit Committee shall be:-

1. To review the following and report the same to the Board:-

a) with the external auditor, the audit plan;

b) with the external auditor, his evaluation of the system of

internal controls;

c) with the external auditor, the audit reports, the external

auditors’ management letter and management’s

response;

d) the assistance given by the Company’s employees to the

external auditor;

e) the quarterly results and year end fi nancial statements,

prior to the approval by the Board, focusing particularly

on:-

i) changes in accounting policies and practices;

ii) signifi cant adjustments arising from the audit;

iii) compliance with accounting standards and other

statutory and legal requirements;

iv) the going concern assumption; and

v) any major judgmental areas;

f) any related party transaction and confl ict of interest

situation that may arise within the Company or Group

including any transaction, procedure or course of conduct

that raises questions of management integrity;


2. To review any matters concerning the appointment and re-

appointment, audit fee and any questions of resignation

or dismissal of external auditors as well as on the external

auditors’ independence, objective and effectiveness, taking

into consideration their relevant professional and regulatory

requirements.

3. To prepare the Audit Committee Report at the end of each

fi nancial year.

4. To discuss all other problems and reservations arising from the

interim and fi nal external audits and any matters the external

auditors may wish to discuss in the absence of management

and/or executive board members where necessary.

5. To promptly report to Bursa Securities where the Audit

Committee is of the view that a matter reported by it to

the Board has not been satisfactorily resolved resulting in a

breach of the LR of Bursa Securities.

6. To do the following in relation to the internal audit

function:-

a) review the adequacy of the scope, functions, competency

and resources of the internal audit function and that it

has the necessary authority to carry out its work;

b) review the internal audit programme, processes, the

results of the internal audit programme, processes or

investigation undertaken and whether or not appropriate

action is taken on the recommendations of the internal

audit function;

c) review any appraisal or assessment of the performance of

members of the internal audit function;

d) approve any appointment or termination of senior staff

members of the internal audit function; and

e) take cognisance of resignations of internal audit staff

members and provide the resigning staff member an

opportunity to submit his reasons for resigning.

7. To consider the major fi ndings or internal investigations and

management’s response; and

8. To consider other related matters as defi ned by the Board.

Chairman1. The Chairman of the Audit Committee shall be an Independent

Director appointed by the Board.

2. The Chairman of the Audit Committee shall engage on a

continuous basis with the senior management, the head of

internal audit and the external auditors in order to be kept

informed of matters affecting the Company.

Meetings 1. The Audit Committee shall meet at least four (4) times a

year and other Directors and employees of the Group shall

normally attend the meetings at the invitation of the Audit

Committee. The details of attendance of the Audit Committee

members are as follows:-

Number of meetings attended

Roslan Bin Hj Yahya 4/4

Michael Lim Hee Kiang 4/4

Loh Chen Peng 4/4

2. The quorum of the meeting shall be at least two (2) members

where a majority of members present must be Independent

Directors.

3. A resolution in writing signed or approved by letter,

telex, facsimile, telegram or other written electronic

communications by a majority of the members of the Audit

Committee, and who are suffi cient to form a quorum shall

be as valid and effectual as if it had been passed at a meeting

of the Audit Committee duly called and constituted. All such

resolutions shall be described as “Audit Committee’s Circular

Resolutions” and may consist of several documents in the like

form each signed by one or more of the members of the Audit

Committee and shall be forwarded or otherwise delivered to

the Secretary without delay, and shall be recorded by him

in the Company’s minute book following the receipt thereof

by him.

4. The Audit Committee shall meet with the external auditors,

the internal auditors or both, without the other Directors and

employees of the Company or Group at least twice a year

and whenever deemed necessary.

Report of Audit Committee

FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2008


FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2008

Report of Audit Committee

Secretary 1. The Company Secretary shall be the Secretary of the Audit

Committee and shall be responsible for drawing up the agenda

and circulating it, supported by explanatory documentation

to the Audit Committee members prior to each meeting.

2. The Secretary shall be responsible for keeping the minutes of

meetings of the Audit Committee and circulating them to the

Audit Committee and to the other members of the Board.

C . ME E T INGS

The Committee had four (4) meetings during the year. The

Managing Director, Executive Director and members of Senior

Management attended these meetings upon invitation by the

Chairman of the Committee. The Group’s internal auditors

attended all the Audit Committee meetings whereas the external

auditors attended two (2) of the Audit Committee meetings

during the year.

D. S UMMARY OF ACT IV IT IES DUR ING THE YE A R

During the year, the Audit Committee carried out its duties in

accordance with its terms of reference.

In performing its functions, the Audit Committee reviewed the

overall scope of internal audits. It met with the Group’s internal

auditors to review their audit reports and to discuss their fi ndings

and the management’s responses thereto. It also reviewed the

internal auditors’ evaluation of the system of internal control of

the Company and its subsidiary companies.

In addition, the Audit Committee discussed with the external

auditors the audit plan which states the nature and scope

of audits and the audit fi ndings arising from their review. The

Audit Committee also reviewed the unaudited quarterly fi nancial

statements of the Company and the audited consolidated

annual fi nancial statements together with the relevant fi nancial

announcements to Bursa Securities prior to the approval by the

Board.

Other main issues discussed and noted by the Audit Committee

were as follows:-

(a) related party transactions entered into by the Group;

(b) updated disclosure requirements of Bursa Securities; and

(c) verifi ed the allocation of Employees’ Share Option Scheme

(“ESOS”) options which was in compliance with the criteria

set pursuant to the ESOS bye-laws.

E . IN TE RN A L A UD IT FUN CT IO N

The Audit Committee is supported by an independent and

adequately resourced Internal Audit Department in the discharge

of its duties and responsibilities.

During the year, the internal audit activities have been carried out

according to the internal audit plan which had been approved

by the Audit Committee. The scope of the internal audit covered

the audits of all units and operations, including subsidiaries to

provide the Audit Committee with assurance that the system of

internal control of the Group achieved the following:-

a) The business was planned and conducted in an orderly,

prudent and cost effective manner;

b) Transactions and commitments were entered into in

accordance with Management’s authority;

c) The Management was able to safeguard the assets and

control the liabilities of the Group, i.e., there were measures

to minimise and detect any loss from irregularities, frauds and

errors; and

d) The accounting and other records of the business provided

complete, accurate and timely information.

Eight (8) audit reports were issued during the year 2008

incorporating fi ndings and recommendations with regard to

system and control, weaknesses noted in the course of audit,

the management’s responses and the remedial actions on the

implementation of all fi ndings and recommendations in its

review process.

In the course of auditing, the Internal Auditors have identifi ed

some internal control weaknesses during the year, which have

been or are being addressed. None of the weaknesses have

resulted in any material losses, contingencies or uncertainties that

would require disclosure in the Group’s Annual Report.

The internal audit function of the Group is performed in-house.

The costs incurred for the internal audit function in respect of the

fi nancial year ended 31st December 2008 was RM210,521.29.

F. GRANTING OF OPTIONS PURSUANT TO EMPLOYEES’

S HA RE O P T IO N S CHE ME

There were no granting of options during the year.


Analysis of ShareholdingsAS AT 6 MAY 2009

SHA RE CAP ITAL

Authorised Share Capital : RM1,000,000,000Issued and Fully Paid : RM259,625,583Class of Shares : Ordinary Shares of RM1.00 eachVoting Rights : One vote per Ordinary Share held

Size of Holdings No. of Holders % of Holders Total Holdings % of Holdings

1 – 99 121 1.33 2,277 0.00

100 – 1,000 3,742 41.07 3,656,521 1.41

1,001 – 10,000 4,678 51.34 17,992,435 6.93

10,001 – 100,000 522 5.73 14,176,665 5.46

100,001 – 12,981,278 * 44 0.48 77,366,080 29.80

12,981,279 and above ** 5 0.05 146,431,605 56.40

Total 9,112 100.00 259,625,583 100.00

Note:* Less than 5% of issued shares

** 5% and above of issued shares

SUB STANT IAL S HAREHOLDERS

According to the register required to be kept under Section 69L of the Companies Act, 1965, the substantial shareholders of the Company are as follows:-

Name of Substantial Shareholders

Direct Interest Deemed Interest

No. of Shares % of Shares No. of Shares % of Shares

Tan Sri Dato’ Tan Chee Sing 79,650,374 30.68 84,583,554# 32.58

Impeccable Ace Sdn Bhd 36,678,978 14.13 – –

Golden Diversity Sdn Bhd 47,904,576 18.46 – –

Note:# Deemed interested by virtue of his shareholdings in Impeccable Ace Sdn Bhd and Golden Diversity Sdn Bhd

T H IRTY LARGE S T REG ISTERED SHAREHOLDERS (As per Records of Depositors)

Name of Shareholders No. of Shares % of Shares

1. RHB Capital Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Tan Sri Dato’ Tan Chee Sing)

47,300,000 18.22

2. Golden Diversity Sdn Bhd 33,100,000 12.75

3. Amsec Nominees (Tempatan) Sdn Bhd (AmBank (M) Berhad for Tan Sri Dato’ Tan Chee Sing)

25,700,000 9.90

4. Impeccable Ace Sdn Bhd 21,678,978 8.35

5. HSBC Nominees (Asing) Sdn Bhd (Exempt an for Credit Suisse – SG BR-TST-Asing)

18,652,627 7.18

6. RHB Capital Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Impeccable Ace Sdn Bhd)

9,000,000 3.47

7. Warisan Istimewa Sdn Bhd 8,526,260 3.28

8. EB Nominees (Tempatan) Sendirian Berhad (Pledged Securities Account for Golden Diversity Sdn Bhd)

8,500,000 3.27

9. Tasik Mewah Sdn Bhd 7,484,300 2.88

10. CIMB Group Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Golden Diversity Sdn Bhd)

6,300,000 2.43


Analysis of Shareholdings

AS AT 6 MAY 2009

Name of Shareholders No. of Shares % of Shares

11. RHB Capital Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Impeccable Ace Sdn Bhd)

6,000,000 2.31

12. Aneka Angkasa Sdn Bhd 5,468,100 2.11

13. Aneka Angkasa Sdn Bhd 4,714,500 1.81

14. Amsec Nominees (Tempatan) Sdn Bhd (AmBank (M) Berhad for Tan Sri Dato’ Tan Chee Sing)

4,000,000 1.54

15. Berjaya Sompo Insurance Berhad 3,501,000 1.34

16. Warisan Istimewa Sdn Bhd 2,326,300 0.90

17. ABB Nominee (Tempatan) Sdn Bhd (Pledged Securities Account for Tan Sri Dato’ Tan Chee Sing)

2,300,000 0.89

18. Tengku Adnan Bin Tengku Mansor 1,531,461 0.59

19. RHB Capital Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Sow Gek Pong)

850,000 0.33

20. Wie Hock Beng 620,000 0.24

21. CitiGroup Nominees (Asing) Sdn Bhd (CBNY for DFA Emerging Markets Fund)

612,100 0.24

22. HDM Nominees (Asing) Sdn Bhd (UOB Kay Hian Pte Ltd for Tok Kim Cheng)

450,000 0.17

23. Phung Tze Thiam @ John Phung 400,000 0.15

24. CitiGroup Nominees (Asing) Sdn Bhd (CBNY for Dimensional Funds II PLC)

384,000 0.15

25. ECML Nominees (Tempatan) Sdn Bhd (Avenue Invest Berhad for Tan Sri Dato’ Tan Chee Sing)

313,000 0.12

26. CitiGroup Nominees (Asing) Sdn Bhd (UBS AG Singapore for Medallion Capital Ventures Inc)

300,000 0.12

27. TA Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Yeo Jin Hui)

272,000 0.10

28. TA Nominees (Tempatan) Sdn Bhd (Pledged Securities Account for Foong Su Yoong)

233,000 0.09

29. Lim Kim Huat 222,639 0.09

30. M & A Nominee (Tempatan) Sdn Bhd (Titan Express Sdn Bhd)

214,020 0.08

Total 220,954,285 85.10

DIRE CTORS ’ SHAREHOLDINGS

Name of Directors

Direct Interest Deemed Interest

No. of shares % of Shares No. of shares % of shares

1. Tan Sri Dato’ Tan Chee Sing 79,650,374 30.68 84,583,554 (i) 32.58

2. Tong Kien Onn 20,000 0.01 51,000 (ii) 0.02

3. Quek Cham Hong 2,000 * – –

4. Loh Chen Peng 120,000 0.05 – –

Note:(i) Deemed interested by virtue of his shareholdings in Impeccable Ace Sdn Bhd and Golden Diversity Sdn Bhd.

(ii) Deemed interested by virtue of the shareholding of his spouse.

* Negligible

TH IRTY LARGEST REG ISTERED SHAREHO LD E RS (As per Records of Depositors)


List of PropertiesAS AT 31 DECEMBER 2008

Location TenureApprox. Age of Building

NBVRM’000 Description Area

Year of acquisition

TROPICANA GOLF & COUNTRY RESORT BHDTropicana Golf & Country Resort47410 Petaling Jaya, Selangor

Leasehold (99 years) - expiring on 25.10.2090

14 years 120,492 Golf course and mixed development

259.56 acres 1990

ASPEK ANALISA SDN BHDH.S(D) 101536, Lot PT 359389 ½ Miles, Jalan Sungai BesiSerdang, Selangor

Leasehold (99 years)- expiring on 21.01.2095

N/A 1,657 Development land

24.5 acres 1996

ARAH PELANGI SDN BHDLot Nos. 405, 413, 415 & 417Section 4, Town of Bukit MertajamDistrict of Seberang Perai TengahPulau Pinang

Freehold N/A 6,003 Development land

10.9 acres 1997

TROPICANA CITY SDN BHDHSD 136188 LOT PT 8Bandar Petaling Jaya, Tambahan 1 District of Petaling, Selangor


1.1 acres 1995

H.S. (D) 136187Lot PT 7, Bandar Petaling JayaTambahan 1, District of PetalingState of Selangor

Freehold N/A 65,967 Tropicana City development

9.1 acres 1995

DAMANSARA IMPIAN SDN BHDSection 1 Kota DamansaraDaerah Petaling Selangor

Leasehold (99 years) - expiring on 19.05.2098

N/A 17,927 Development land

50.78 acres 1994

NADI JELITA SDN BHDParcel No. 6, Storey No. PHBlock A, Meranti Park, Phase 1Bukit Tinggi ResortPahang Darul Makmur

Leasehold (99 years)- expiring on 04.05.2094

9 years 293 Residential Apartment

1,465 sq. ft. 1997

DIJAYA PROPERTY SDN BHDGM 897, Lot 1244Mukim Cheras, Hulu LangatState of Selangor


9.2445 hectares

2008

GRN 44674, Lot 1339Mukim Cheras, Hulu Langat State of Selangor


1.5884 hectares

2008

GRN 48088, Lot 5717Mukim Kajang, Daerah Hulu LangatNegeri Selangor


25.5204 hectares

2008

GM 1293, Lot 1953Mukim Kajang, Daerah Hulu LangatNegeri Selangor


1.2014 hectares

2008

MAWAR HEBAT SDN BHD1002-3, 1005, 1009-10, 1031,1065, 1072, 2416Mukim Ulu Behrang EastDaerah Batang Padang, Negeri Perak

Freehold N/A 11,364 Agriculture land

517 acres 1995

Financial StatementsDirectors’ Report 44 Statement by Directors 49 Statutory Declaration 49

Independent Auditors’ Report 50 Consolidated Income Statement 51

Consolidated Balance Sheet 52 Consolidated Statement of Changes in Equity 53

Consolidated Cash Flow Statement 54 Income Statement 56 Balance Sheet 57

Statement of Changes in Equity 58 Cash Flow Statement 59

Notes to the Financial Statements 60



The directors have pleasure in presenting their report together with the audited fi nancial statements of the Group and of the Company for the

fi nancial year ended 31 December 2008.

PR INC IPAL ACT IV IT IES

The principal activities of the Company are that of investment holding and provision of management services.

The principal activities of the subsidiaries are described in Note 17 to the fi nancial statements.

There have been no signifi cant changes in the nature of these principal activities during the fi nancial year except for the commencement of

operation of a shopping mall, owned and operated by a subsidiary, on 18 December 2008.

R ESULTS

Group Company RM’000 RM’000

Profi t for the year 51,085 6,414

Attributable to:

Equity holders of the Company 34,436 6,414

Minority interests 16,649 –

51,085 6,414

There were no material transfers to or from reserves or provisions during the fi nancial year.

In the opinion of the directors, the results of the operations of the Group and of the Company during the fi nancial year were not substantially

affected by any item, transaction or event of a material and unusual nature other than the provision for diminution in value of marketable

securities amounted to RM11,468,000 as disclosed in Note 7 to the fi nancial statements.

DIV IDE NDS

The amount of dividends paid by the Company since 31 December 2007 were as follows: RM’000

In respect of the fi nancial year ended 31 December 2007 as reported in the directors’ report of that year:

First and fi nal dividend of 4% less 26% taxation, on 259,625,583 ordinary shares, declared on

27 February 2008, approved on 25 June 2008 and paid on 25 July 2008 7,685

At the forthcoming Annual General Meeting, a fi rst and fi nal dividend in respect of the fi nancial year ended 31 December 2008, of 2% less

25% taxation on 259,625,583 ordinary shares, amounting to a dividend payable of RM3,894,384 (1.50 sen net per ordinary share) (subject

to change on the number of ordinary shares entitled to dividend on date of book closure) will be proposed for shareholders’ approval.

The fi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the shareholders,

will be accounted for in equity as an appropriation of retained earnings in the fi nancial year ending 31 December 2009.

Directors’ Report


DIRE CTORS

The names of the directors of the Company in offi ce since the date of the last report and at the date of this report are:

Tan Sri Dato’ Seri Mohd Sedek Bin Mohd Ali

Tan Sri Dato’ Tan Chee Sing

Tong Kien Onn

Quek Cham Hong


Roslan Bin Hj. Yahya

Dato’ Ahmad Hassan Bin Osman

Loh Chen Peng

Rohana Binti Tan Sri Mahmood

Datuk Seri Panglima Mohd Annuar Bin Zaini (resigned on 1 January 2009)

DIRE CTORS ’ BENEF ITS

Neither at the end of the fi nancial year, nor at any time during that year, did there subsist any arrangement to which the Company was a

party, whereby the directors might acquire benefi ts by means of the acquisition of shares in or debentures of the Company or any other body

corporate, other than those arising from the share options granted under the Employee Share Options Scheme (“ESOS”).

Since the end of the previous fi nancial year, no director has received or become entitled to receive a benefi t (other than benefi ts included in

the aggregate amount of emoluments received or due and receivable by the directors as shown in Note 9 to the fi nancial statements or the

fi xed salary of a full-time employee of the Company) by reason of a contract made by the Company or a related corporation with any director

or with a fi rm of which he is a member, or with a company in which he has a substantial fi nancial interest, except as disclosed in Note 40 to

the fi nancial statements.

DIRE CTORS ’ INTERESTS

According to the register of directors’ shareholdings, the interests of directors in offi ce at the end of the fi nancial year in shares and options

over shares in the Company and its related corporations during the fi nancial year were as follows:

Number of Ordinary Shares of RM1 each

1 January 31 December 2008 Acquired Sold 2008

The Company

Direct interest

Tan Sri Dato’ Tan Chee Sing 79,650,374 – – 79,650,374 Tong Kien Onn 20,000 – – 20,000 Quek Cham Hong 2,000 – – 2,000 Loh Chen Peng 120,000 – – 120,000

Indirect interest

Tan Sri Dato’ Tan Chee Sing 84,583,554 – – 84,583,554 Tong Kien Onn 51,000 – – 51,000

Directors’ Report


DIR ECTORS ’ INTE RESTS (CONT ’D)

Number of Options over Ordinary Shares of RM1 each

1 January 31 December 2008 Granted Exercised 2008

The Company

Tan Sri Dato’ Tan Chee Sing 690,000 – – 690,000 Tong Kien Onn 575,000 – – 575,000 Quek Cham Hong 488,750 – – 488,750

Tan Sri Dato’ Tan Chee Sing, by virtue of his interest in shares in the Company, is also deemed interested in the shares of all the Company’s

subsidiaries to the extent the Company has an interest.

Other than as disclosed above, none of the other directors in offi ce at the end of the fi nancial year had any interest in shares in the Company

or its related corporations during the fi nancial year.

I SSUE OF S HARE S

During the fi nancial year, the Company increased its:

(a) authorised ordinary share capital from RM500,000,000 to RM1,000,000,000 through the creation of 500,000,000 ordinary shares

of RM1 each; and

(b) issued and paid-up ordinary share capital from RM259,588,083 to RM259,625,583 by way of the issuance of 37,500 ordinary shares

of RM1 each for cash pursuant to the Company’s Employee Share Options Scheme at the exercise price of RM1.31 per ordinary share.

The share premium from the issuance amounted to RM11,625.

The new ordinary shares issued during the fi nancial year ranked pari passu in all respects with the existing ordinary shares of the Company.

EMPLOYE E S HARE OPT IONS SCHEME

The Company’s Employee Share Options Scheme (“ESOS”) is governed by the by-laws approved by the shareholders at an Extraordinary General

Meeting held on 24 June 2005. The ESOS was implemented on 21 September 2005 and is to be in force for a period of 10 years from the

date of implementation.

The salient features and other terms of the ESOS are disclosed in Note 30 to the fi nancial statements.

The Company has been granted exemption by the Companies Commission of Malaysia from having to disclose the names of option holders,

other than directors, who have been granted options to subscribe for less than 300,000 ordinary shares of RM1 each. The names of option

holders granted options to subscribe for 300,000 or more ordinary shares of RM1 each during the fi nancial year are as follows:

Number of Share Options

Exercise 1 January 31 December Name Price (RM) 2008 Granted Exercised 2008

Lee Nyit Kong 1.31 402,500 – – 402,500 Yip Chong Kuan 1.31 316,250 – – 316,250

Details of options granted to directors are disclosed in the section on directors’ interests in this report.

Directors’ Report


OTHE R S TATUTORY INFORMAT ION

(a) Before the income statements and balance sheets of the Group and of the Company were made out, the directors took reasonable

steps:

(i) to ascertain that proper action had been taken in relation to the writing off of bad debts and the making of provision for doubtful

debts and satisfi ed themselves that all known bad debts had been written off and that adequate provision had been made for

doubtful debts; and

(ii) to ensure that any current assets which were unlikely to realise their value as shown in the accounting records in the ordinary

course of business had been written down to an amount which they might be expected so to realise.

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

(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the fi nancial statements of the Group

and of the Company inadequate to any substantial extent; and

(ii) the amount written off for bad debts or the amount of the provision for doubtful debts in the fi nancial statements of the Group

and of the Company inadequate to any substantial extent; and

(c) At the date of this report, the directors are not aware of any circumstances which have arisen which would render adherence to the

existing method of valuation of assets or liabilities of the Group and of the Company misleading or inappropriate.

(d) At the date of this report, the directors are not aware of any circumstances not otherwise dealt with in this report or fi nancial statements

of the Group and of the Company which would render any amount stated in the fi nancial statements misleading.

(e) As at the date of this report, there does not exist:

(i) any charge on the assets of the Group or of the Company which has arisen since the end of the fi nancial year which secures the

liabilities of any other person; or

(ii) any contingent liability of the Group or of the Company which has arisen since the end of the fi nancial year.

(f) In the opinion of the directors:

(i) no contingent or other liability has become enforceable or is likely to become enforceable within the period of twelve months

after the end of the fi nancial year which will or may affect the ability of the Group or of the Company to meet their obligations

when they fall due; and

(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end of the fi nancial year and

the date of this report which is likely to affect substantially the results of the operations of the Group or of the Company for the

fi nancial year in which this report is made.

Directors’ Report


S IGNIF ICANT AND SUBSEQUENT EVENTS

In addition to the signifi cant events disclosed elsewhere in this report, other signifi cant and subsequent events are disclosed in Note 45 to the

fi nancial statements.

AUDITORS

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

Signed on behalf of the Board in accordance with a resolution of the directors dated 27 April 2009.

Tan Sri Dato’ Tan Chee Sing Tong Kien Onn

Selangor Darul Ehsan, Malaysia

Directors’ Report


Statement by DirectorsPURSUANT TO SECTION 169(15) OF THE COMPANIES ACT, 1965

We, Tan Sri Dato’ Tan Chee Sing and Tong Kien Onn, being two of the directors of Dijaya Corporation Berhad, do hereby state that, in the

opinion of the directors, the accompanying fi nancial statements set out on pages 51 to 113 are drawn up in accordance with Financial Reporting

Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company

as at 31 December 2008 and of their fi nancial performance and cash fl ows of the Group and of the Company for the year then ended.

Signed on behalf of the Board in accordance with a resolution of the directors dated 27 April 2009.

Tan Sri Dato’ Tan Chee Sing Tong Kien Onn

Selangor Darul Ehsan, Malaysia

I, Yip Chong Kuan, being the offi cer primarily responsible for the fi nancial management of Dijaya Corporation Berhad, do solemnly and sincerely

declare that the accompanying fi nancial statements set out on pages 51 to 113 are in my opinion correct, and I make this solemn declaration

conscientiously believing the same to be true and by virtue of the provisions of the Statutory Declarations Act, 1960.

Subscribed and solemnly declared by the )

abovenamed Yip Chong Kuan at Petaling )

Jaya in Selangor Darul Ehsan ) Yip Chong Kuan

on 27 April 2009 )

Before me,

S. SelvarajahNO: B144

Commissioner for Oaths

Statutory DeclarationPURSUANT TO SECTION 169(16) OF THE COMPANIES ACT, 1965


Independent Auditors’ ReportTO THE MEMBERS OF DIJAYA CORPORATION BERHAD

R EPORT ON THE F INANCIAL STATEMENTS

We have audited the fi nancial statements of Dijaya Corporation Berhad, which comprise the balance sheets as at 31 December 2008 of the Group and of the Company, and the income statements, statements of changes in equity and cash fl ow statements of the Group and of the Company for the year then ended, and a summary of signifi cant accounting policies and other explanatory notes, as set out on pages 51 to 113.

Directors’ responsibility for the fi nancial statementsThe directors of the Company are responsible for the preparation and fair presentation of these fi nancial statements in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia. This responsibility includes: designing, implementing and maintaining internal control relevant to the preparation and fair presentation of fi nancial statements that are free from material misstatement, whether due to fraud or error; selecting and applying appropriate accounting policies; and making accounting estimates that are reasonable in the circumstances.

Auditors’ responsibilityOur responsibility is to express an opinion on these fi nancial statements based on our audit. We conducted our audit in accordance with approved standards on auditing in Malaysia. Those standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance whether the fi nancial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the fi nancial statements. The procedures selected depend on our judgement, including the assessment of risks of material misstatement of the fi nancial statements, whether due to fraud or error. In making those risk assessments, we consider internal control relevant to the Group’s preparation and fair presentation of the fi nancial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Group’s internal control. An audit also includes evaluating the appropriateness of the accounting policies used and the reasonableness of accounting estimates made by the directors, as well as evaluating the overall presentation of the fi nancial statements.

We believe that the audit evidence we have obtained is suffi cient and appropriate to provide a basis for our audit opinion.

OpinionIn our opinion, the fi nancial statements have been properly drawn up in accordance with Financial Reporting Standards and the Companies Act, 1965 in Malaysia so as to give a true and fair view of the fi nancial position of the Group and of the Company as at 31 December 2008 and of their fi nancial performance and cash fl ows for the year then ended.

R EPORT ON OTHE R LEGAL AND REGULATORY RE Q UIRE ME N TS

In accordance with the requirements of the Companies Act, 1965 in Malaysia, we also report the following:

(a) In our opinion, the accounting and other records and the registers required by the Act to be kept by the Company and its subsidiaries of which we have acted as auditors have been properly kept in accordance with the provisions of the Act.

(b) We have considered the fi nancial statements and the auditors’ reports of all the subsidiaries of which we have not acted as auditors, which are indicated in Note 17 to the fi nancial statements, being fi nancial statements that have been included in the consolidated fi nancial statements.

(c) We are satisfi ed that the fi nancial statements of the subsidiaries that have been consolidated with the fi nancial statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the consolidated fi nancial statements and we have received satisfactory information and explanations required by us for those purposes.

(d) The auditors’ reports on the fi nancial statements of the subsidiaries were not subject to any qualifi cation material to the consolidated fi nancial statements and did not include any comment required to be made under Section 174(3) of the Act.

OT HER MATTE RS

This report is made solely to the members of the Company, as a body, in accordance with Section 174 of the Companies Act, 1965 in Malaysia and for no other purpose. We do not assume responsibility to any other person for the content of this report.

Ernst & Young Teoh Soo HockAF: 0039 No. 2477/10/09(J) Chartered Accountants Chartered Accountant

Kuala Lumpur, Malaysia27 April 2009


Note 2008 2007

RM’000 RM’000

Revenue 4 244,090 270,371

Cost of sales 5 (100,073) (170,481)

Gross profi t 144,017 99,890

Other income 15,928 26,897

Administrative expenses (52,957) (39,785)

Other expenses (30,344) (16,514)

Operating profi t 76,644 70,488

Finance costs 6 (3,183) (1,037)

Share of profi ts of associates 3,220 884

Profi t before tax 7 76,681 70,335

Income tax expense 10 (25,596) (14,586)


Attributable to:

Equity holders of the Company 34,436 48,589

Minority interests 16,649 7,160

51,085 55,749

Earnings per share attributable to equity holders of the Company (sen):

Basic 11 13.26 18.72

Diluted 11 13.26 18.67

Net dividends per ordinary share in respect of the year (sen) 12 2.96 2.92

The accompanying notes form an integral part of the fi nancial statements.

Consolidated Income StatementFOR THE YEAR ENDED 31 DECEMBER 2008


Note 2008 2007 RM’000 RM’000

(Restated)

AssetsNon-current assetsProperty, plant and equipment 13 128,860 238,557 Land held for property development 14(a) 131,120 80,753 Investment properties 15 251,217 –Prepaid land lease payments 16 126,835 128,862 Investments in associates 18 52,727 50,861 Other investments 19 26,600 24,237 Security retainers accumulation fund 20 2,858 2,678 Intangible assets 21 3,342 3,343

723,559 529,291

Current assetsProperty development costs 14(b) 171,607 249,809 Inventories 22 81,091 26,182 Trade receivables 23 72,681 79,570 Other receivables 24 23,762 20,187 Marketable securities 25 23,696 23,946 Tax recoverable 16,841 4,345 Cash and bank balances 26 141,937 154,782

531,615 558,821 Non-current asset classifi ed as held for sale 27 14,919 –

546,534 558,821

Total assets 1,270,093 1,088,112

Equity and liabilitiesEquity attributable to equity holders of the CompanyShare capital 28 259,626 259,588 Reserves 375,624 347,035

635,250 606,623 Minority interests 78,360 73,589

Total equity 713,610 680,212

Non-current liabilitiesProvision for liabilities 31 3,180 2,000 Deferred tax liabilities 32 71,950 78,106 Borrowings 36 82,717 –Sinking fund reserve 33 2,495 5,071 Security retainers 34 27,330 27,370 Deferred license fees 35 69,413 68,277

257,085 180,824

Current liabilitiesDeferred license fees 35 1,650 1,678 Provision for liabilities 31 19 19 Borrowings 36 59,501 37,421 Trade payables 37 139,922 117,575Other payables 38 75,370 65,926Current tax payable 22,936 4,454

299,398 227,076

Total liabilities 556,483 407,900

Total equity and liabilities 1,270,093 1,088,112


Consolidated Balance SheetAS AT 31 DECEMBER 2008


Consolidated Statement of Changes in EquityFOR THE YEAR ENDED 31 DECEMBER 2008

Attributable to Equity Holders of the Company Minority Total Non-distributable Interests Equity

Foreign Currency Share Share Share Translation Options Accumulated Capital Premium Reserve Reserve Losses Total RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 (Note 28) (Note 28) (Note 29(a)) (Note 29(b))

At 1 January 2007 259,526 402,654 19 – (98,818) 563,381 67,963 631,344

Foreign currency

translation – – (22) – – (22) – (22)

Profi t for the year – – – – 48,589 48,589 7,160 55,749

Total recognised

income and

expense for the year – – (22) – 48,589 48,567 7,160 55,727

Issue of ordinary shares

pursuant to ESOS 62 19 – – – 81 – 81

Share options granted

under ESOS – – – 2,172 – 2,172 – 2,172

Dividend paid

– by the Group

(Note 12) – – – – (7,578) (7,578) – (7,578)

– by a subsidiary – – – – – – (1,534) (1,534)

At 31 December 2007 259,588 402,673 (3) 2,172 (57,807) 606,623 73,589 680,212

At 1 January 2008 259,588 402,673 (3) 2,172 (57,807) 606,623 73,589 680,212

Foreign currency

translation – – (139) – – (139) – (139)Profi t for the year – – – – 34,436 34,436 16,649 51,085

Total recognised

income and

expense for the

year – – (139) – 34,436 34,297 16,649 50,946 Issue of ordinary shares

pursuant to ESOS 38 12 – – – 50 – 50 Share options granted

under ESOS – – – 1,965 – 1,965 – 1,965

Dividend paid

– by the Group

(Note 12) – – – – (7,685) (7,685) – (7,685) – by a subsidiary – – – – – – (11,878) (11,878)

At 31 December 2008 259,626 402,685 (142) 4,137 (31,056) 635,250 78,360 713,610



2008 2007 RM’000 RM’000

Cash fl ows from operating activitiesProfi t before tax 76,681 70,335

Adjustments for:

Depreciation of property, plant and equipment 5,309 5,138

Property, plant and equipment written off 23 –

Amortisation of investment properties 149 –

Amortisation of prepaid land lease payments 1,978 1,276

Impairment loss of prepaid land lease payments 49 –

Gain on disposal of property, plant and equipment (88) (94)

Share of profi ts in associates (3,220) (884)

Gain on disposal of marketable securities – (15)

Gain on disposal of other investment (2) –

Provision/(reversal of provision) for liabilities 1,980 (426)

Provision/(reversal of provision) for diminution in value of marketable securities 11,468 (3,795)

Reversal of provision for diminution in value of other investment (2,303) –

Amortisation of deferred license fees (1,650) (1,574)

Goodwill written off 1 –

Provision for doubtful debts 459 135

Bad debt written off/(recovered) 20 (49)

Amortisation of endowment fund premium 11 11

Unrealised returns on endowment policy (191) (186)

Interest income (3,169) (7,730)

Interest expenses 3,183 1,037

Share options granted under ESOS 1,965 2,172

Net unrealised foreign exchange gain (139) (22)

Operating profi t before working capital changes 92,514 65,329

Decrease/(increase) in receivables 2,795 (46,093)

Increase in placement of deposits with licensed bank not available for use (889) (860)

(Increase)/decrease in inventories (54,909) 4,865

(Decrease)/increase in land held for property development/property development costs 12,916 (55,756)

(Decrease)/increase in sinking fund reserve (2,576) 517

Increase in deferred license fee 2,758 4,481

Increase in payables 30,988 27,643

Cash generated from operations 83,597 126

Interests paid (3,183) (1,037)

Taxes paid, net of refunds (25,766) (21,843)

Net cash generated from/(used in) operating activities 54,648 (22,754)

Consolidated Cash Flow StatementFOR THE YEAR ENDED 31 DECEMBER 2008


2008 2007 RM’000 RM’000

Cash fl ows from investing activities

Purchase of property, plant and equipment and investment properties (147,289) (4,884)

Purchase of marketable securities (11,218) –

Purchase of other investments (90) –

Proceeds from disposal of property, plant and equipment 374 521

Proceeds from disposal of other investments 32 –

Proceeds from disposal of marketable securities – 59

Capital repayment received from marketable securities – 1,279

Interest received 3,169 7,730

Dividend received 1,354 1,000

Net cash (used in)/generated from investing activities (153,668) 5,705

Cash fl ows from fi nancing activities

Drawdown from short term borrowings 120,551 26,182

Repayment of short term borrowings (15,769) (16,181)

Proceed from issuance of convertible preference shares 15 –

Issue in shares granted under ESOS 50 81

Dividends paid to equity holders of the Company (7,685) (7,578)

Dividends paid to minority shareholder of a subsidiary (11,878) (1,534)

Net cash generated from fi nancing activities 85,284 970

Net decrease in cash and cash equivalents (13,736) (16,079)

Effects of foreign exchange rate changes 2 –

Cash and cash equivalents at beginning of year 153,011 169,090

Cash and cash equivalents at end of year (note 26) 139,277 153,011


Consolidated Cash Flow Statement

FOR THE YEAR ENDED 31 DECEMBER 2008


Note 2008 2007 RM’000 RM’000

Revenue, representing gross profi t 4 16,000 29,000

Other income 4,469 862

Administrative expenses (4,668) (1,964)

Other expenses (4,759) (8,004)

Operating profi t 11,042 19,894

Finance costs 6 (809) (810)

Profi t before tax 7 10,233 19,084

Income tax expense 10 (3,819) (5,748)



Income StatementFOR THE YEAR ENDED 31 DECEMBER 2008


Note 2008 2007 RM’000 RM’000

Assets

Non-current assets

Property, plant and equipment 13 886 875

Investments in subsidiaries 17 243,123 241,240

Other investments 19 312 312

244,321 242,427

Current assets

Other receivables 24 443,836 397,797

Tax recoverable 635 2,982

Cash and bank balances 26 1,763 2,595

446,234 403,374

Total assets 690,555 645,801

Equity and liabilities

Equity attributable to equity holders of the Company

Share capital 28 259,626 259,588

Reserves 338,609 337,903

Shareholder’s equity 598,235 597,491

Current liabilities

Borrowings 36 48,501 17,358

Other payables 38 43,819 30,952


Total equity and liabilities 690,555 645,801


Balance SheetAS AT 31 DECEMBER 2008


Non-distributable Share Share Share Options Accumulated Total Capital Premium Reserve Losses Equity RM’000 RM’000 RM’000 RM’000 RM’000 (Note 28) (Note 28) (Note 29(b))

At 1 January 2007 259,526 402,654 – (72,700) 589,480

Profi t for the year, representing total recognised

income and expense for the year – – – 13,336 13,336

Issue of ordinary shares pursuant to ESOS 62 19 – – 81

Share options granted under ESOS – – 2,172 – 2,172

Dividend paid (Note 12) – – – (7,578) (7,578)

At 31 December 2007 259,588 402,673 2,172 (66,942) 597,491

Profi t for the year, representing total recognised

income and expense for the year – – – 6,414 6,414

Issue of ordinary shares pursuant to ESOS 38 12 – – 50

Share options granted under ESOS – – 1,965 – 1,965

Dividend paid (Note 12) – – – (7,685) (7,685)

At 31 December 2008 259,626 402,685 4,137 (68,213) 598,235


Statement of Changes in EquityFOR THE YEAR ENDED 31 DECEMBER 2008


2008 2007 RM’000 RM’000

Cash fl ows from operating activities

Profi t before tax 10,233 19,084

Adjustments for:

Depreciation of property, plant and equipment 244 284

Finance costs 809 810

Provision for doubtful debts 790 7,711

Gain on disposal of property, plant and equipment – (94)

Share options granted under ESOS 82 82

Dividend income (16,000) (29,000)

Operating loss before working capital changes (3,842) (1,123)

Increase in receivables (42,669) (23,610)

Increase in payables 12,867 15,343

Net cash used in operations (33,644) (9,390)

Interest paid (809) (810)

Tax paid (1,472) –

Net cash used in operating activities (35,925) (10,200)

Cash fl ows from investing activities

Purchase of property, plant and equipment (262) (578)

Proceeds from disposal of property, plant and equipment 7 354

Dividend received 11,840 21,168

Net cash generated from investing activities 11,585 20,944

Cash fl ows from fi nancing activities

Dividend paid (7,685) (7,578)

Proceeds from short term borrowings 35,542 4,058

Repayment of short term borrowings (4,399) (5,752)

Issue of ordinary shares pursuant to ESOS 50 81

Net cash generated from/(used in) fi nancing activities 23,508 (9,191)

Net (decrease)/increase in cash and cash equivalents (832) 1,553

Cash and cash equivalents at beginning of year 2,595 1,042

Cash and cash equivalents at end of year (note 26) 1,763 2,595


Cash Flow StatementFOR THE YEAR ENDED 31 DECEMBER 2008


1 . CORP ORATE INFORMAT ION

The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on the Main Board of Bursa

Malaysia Securities Berhad. The registered offi ce of the Company is located at Lot 302, 3rd Floor, Wisma Dijaya, No. 1A, Jalan SS20/1,

Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan. The principal place of business of the Company is located at Lot 301,

3rd Floor, Wisma Dijaya, No. 1A, Jalan SS20/1, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan.

The principal activities of the Company are that of investment holding and provision of management services. The principal activities of the

subsidiaries are described in Note 17. There have been no signifi cant changes in the nature of these principal activities during the fi nancial

year except for the commencement of operation of a shopping mall, owned and operated by a subsidiary, on 18 December 2008.

The fi nancial statements were authorised for issue by the Board of Directors in accordance with a resolution of the directors on 27 April

2009.

2 . S IGN IF ICANT ACCOUNT ING POL IC IES

2.1 Basis of Preparation

The fi nancial statements comply with Financial Reporting Standards (“FRSs”) and the Companies Act, 1965 in Malaysia. At

the beginning of the current fi nancial year, the Group and the Company had adopted revised FRSs, Amendment to FRS and

Interpretations which are mandatory for fi nancial periods beginning on or after 1 January 2008 as described fully in Note 2.3.

The fi nancial statements of the Group and of the Company have also been prepared on a historical basis.

2.2 Summary of Signifi cant Accounting Policies

(a) Subsidiaries and Basis of Consolidation

(i) Subsidiaries

Subsidiaries are entities over which the Group has the ability to control the fi nancial and operating policies so as to

obtain benefi ts from their activities. The existence and effect of potential voting rights that are currently exercisable

or convertible are considered when assessing whether the Group has such power over another entity.

In the Company’s separate fi nancial statements, investments in subsidiaries are stated at cost less impairment losses.

The policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(g). On disposal

of such investments, the difference between net disposal proceeds and their carrying amounts is included in profi t

or loss.

Notes to the Financial Statements31 DECEMBER 2008


2 . S IGN IF ICANT ACCOUNT ING POL IC IE S (CO N T ’D )

2.2 Summary of Signifi cant Accounting Policies (Cont’d)

(a) Subsidiaries and Basis of Consolidation (Cont’d)

(ii) Basis of consolidation

The consolidated fi nancial statements comprise the fi nancial statements of the Company and its subsidiaries as at

the balance sheet date. The fi nancial statements of the subsidiaries are prepared for the same reporting date as the

Company.

Subsidiaries are consolidated from the date of acquisition, being the date on which the Group obtains control, and

continue to be consolidated until the date that such control ceases. In preparing the consolidated fi nancial statements,

intragroup balances, transactions and unrealised gains or losses are eliminated in full. Uniform accounting policies

are adopted in the consolidated fi nancial statements for like transactions and events in similar circumstances.

Acquisitions of subsidiaries are accounted for using the purchase method. The purchase method of accounting involves

allocating the cost of the acquisition to the fair value of the assets acquired and liabilities and contingent liabilities

assumed at the date of acquisition. The cost of an acquisition is measured as the aggregate of the fair values, at the

date of exchange, of the assets given, liabilities incurred or assumed, and equity instruments issued, plus any costs

directly attributable to the acquisition.

Any excess of the cost of the acquisition over the Group’s interest in the net fair value of the identifi able assets,

liabilities and contingent liabilities represents goodwill. Any excess of the Group’s interest in the net fair value of

the identifi able assets, liabilities and contingent liabilities over the cost of acquisition is recognised immediately in

profi t or loss.

Minority interests represent the portion of profi t or loss and net assets in subsidiaries not held by the Group. It is

measured at the minorities’ share of the fair value of the subsidiaries’ identifi able assets and liabilities at the acquisition

date and the minorities’ share of changes in the subsidiaries’ equity since then.

(b) Associates

Associates are entities in which the Group has signifi cant infl uence and that is neither a subsidiary nor an interest in a joint

venture. Signifi cant infl uence is the power to participate in the fi nancial and operating policy decisions of the investee but

not in control or joint control over those policies.

Investments in associates are accounted for in the consolidated fi nancial statements using the equity method of accounting.

Under the equity method, the investment in associate is carried in the consolidated balance sheet at cost adjusted for post-

acquisition changes in the Group’s share of net assets of the associate. The Group’s share of the net profi t or loss of the

associate is recognised in the consolidated profi t or loss. Where there has been a change recognised directly in the equity of

the associate, the Group recognises its share of such changes. In applying the equity method, unrealised gains and losses on

transactions between the Group and the associate are eliminated to the extent of the Group’s interest in the associate. After

application of the equity method, the Group determines whether it is necessary to recognise any additional impairment loss

with respect to the Group’s net investment in the associate. The associate is equity accounted for from the date the Group

obtains signifi cant infl uence until the date the Group ceases to have signifi cant infl uence over the associate.

Notes to the Financial Statements

31 DECEMBER 2008


2 . S IGN IF ICANT ACCOUNT ING POL IC IES (C O N T ’D )


(b) Associates (Cont’d)

Goodwill relating to an associate is included in the carrying amount of the investment and is not amortised. Any excess

of the Group’s share of the net fair value of the associate’s identifi able assets, liabilities and contingent liabilities over the

cost of the investment is excluded from the carrying amount of the investment and is instead included as income in the

determination of the Group’s share of the associate’s profi t or loss in the period in which the investment is acquired.

When the Group’s share of losses in an associate equals or exceeds its interest in the associate, including any long-term

interests that, in substance, form part of the Group’s net investment in the associate, the Group does not recognise further

losses, unless it has incurred obligations or made payments on behalf of the associate.

The latest audited or management fi nancial statements of the companies concerned made up to the Group’s fi nancial year-

end are used by the Group in applying the equity method. Where the dates of the audited fi nancial statements used are not

coterminous with those of the Group, the share of results is arrived at from the last audited fi nancial statements available

and management fi nancial statements to the end of the accounting period. Uniform accounting policies are adopted for

like transactions and events in similar circumstances.

In the Company’s separate fi nancial statements, investments in associates are stated at cost less impairment losses. The

policy for the recognition and measurement of impairment losses is in accordance with Note 2.2(g).

On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is included in

profi t or loss.

(c) Goodwill

Goodwill acquired in a business combination is initially measured at cost being the excess of the cost of business combination

over the Group’s interest in the net fair value of the identifi able assets, liabilities and contingent liabilities. Following the initial

recognition, goodwill is measured at cost less any accumulated impairment losses. Goodwill is not amortised but instead,

it is reviewed for impairment, annually or more frequently if events or changes in circumstances indicate that the carrying

value may be impaired. Gains and losses on the disposal of an entity include the carrying amount of goodwill relating to

the entity sold.

(d) Property, Plant and Equipment, and Depreciation

All items of property, plant and equipment are initially recorded at cost. Subsequent costs are included in the asset’s carrying

amount or recognised as a separate asset, as appropriate, only when it is probable that future economic benefi ts associated

with the item will fl ow to the Group and the cost of the item can be measured reliably. The carrying amount of the replaced

part is derecognised. All other repairs and maintenance are charged to the income statement during the fi nancial period

in which they are incurred.

Subsequent to recognition, property, plant and equipment except for freehold land are stated at cost less accumulated

depreciation and any accumulated impairment losses. The policy for the recognition and measurement of impairment losses

is in accordance with Note 2.2(g).


31 DECEMBER 2008




(d) Property, Plant and Equipment, and Depreciation (Cont’d)

Freehold land has an unlimited useful life and therefore is not depreciated. Buildings-in-progress are not depreciated as these

assets are not available for use. Golf course expenditure are depreciated over the period of the lease of 99 years which will

expire on 25 October 2090. Depreciation of other property, plant and equipment is provided for on a straight-line basis to

write off the cost of each asset to its residual value over the estimated useful life, at the following annual rates:

Leasehold buildings 2% – 5%

Plant and machinery 5% – 15%

Offi ce furniture, fi ttings and equipment 10% – 25%

Motor vehicles 20%

The residual values, useful life and depreciation method are reviewed at each fi nancial year-end to ensure that the amount,

method and period of depreciation are consistent with previous estimates and the expected pattern of consumption of the

future economic benefi ts embodied in the items of property, plant and equipment.

An item of property, plant and equipment is derecognised upon disposal or when no future economic benefi ts are expected

from its use or disposal. The difference between the net disposal proceeds, if any and the net carrying amount is recognised

in profi t or loss and the unutilised portion of the revaluation surplus on that item is taken directly to retained earnings.

(e) Land Held for Property Development and Property Development Costs

(i) Land Held for Property Development

Land held for property development consists of land where no development activities have been carried out or where

development activities are not expected to be completed within the normal operating cycle. Such land is classifi ed

within non-current assets and is stated at cost less any accumulated impairment losses. The policy for the recognition

and measurement of impairment losses is in accordance with Note 2.2(g).

Land held for property development is reclassifi ed as property development costs at the point when development

activities have commenced and where it can be demonstrated that the development activities can be completed

within the normal operating cycle.

(ii) Property Development Costs

Property development costs comprise all costs that are directly attributable to development activities or that can be

allocated on a reasonable basis to such activities.

When the fi nancial outcome of a development activity can be reliably estimated, property development revenue and

expenses are recognised in the income statement by using the stage of completion method. The stage of completion

is determined by the proportion that property development costs incurred for work performed to date bear to the

estimated total property development costs.

Where the fi nancial outcome of a 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 properties 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 as an expense immediately.


31 DECEMBER 2008




(e) Land Held for Property Development and Property Development Costs (Cont‘d)

(ii) Property Development Costs (Cont’d)

Property development costs not recognised as an expense are recognised as an asset, which is measured at the lower

of cost and net realisable value.

The excess of revenue recognised in the income statement over billings to purchasers is classifi ed as accrued billings

within trade receivables and the excess of billings to purchasers over revenue recognised in the income statement is

classifi ed as progress billings within trade payables.

(f) Investment Properties

Investment properties are properties which are held either to earn rental income or for capital appreciation or for both. Such

properties are measured initially at cost, including transaction costs. Investment property is stated at cost less accumulated

depreciation and accumulated impairment losses. The policy for depreciation and the recognition and measurement of

impairment losses are in accordance with Notes 2.2(d) and 2.2(g).

Investment properties are derecognised when either they have been disposed of or when the investment property is

permanently withdrawn from use and no future economic benefi t is expected from its disposal. Any gains or losses on the

retirement or disposal of an investment property are recognised in profi t or loss in the year in which they arise.

(g) Impairment of Non-fi nancial Assets

The carrying amounts of assets, other than investment properties, property development costs and inventories, are reviewed

at each balance sheet date to determine whether there is any indication of impairment. If any such indication exists, the

asset’s recoverable amount is estimated to determine the amount of impairment loss.

For goodwill, intangible assets that have an indefi nite useful life and intangible assets that are not yet available for use,

the recoverable amount is estimated at each balance sheet date or more frequently when indicators of impairment are

identifi ed.

For the purpose of impairment testing of these assets, recoverable amount is determined on an individual asset basis unless

the asset does not generate cash fl ows that are largely independent of those from other assets. If this is the case, recoverable

amount is determined for the cash-generating unit (“CGU”) to which the asset belongs to. Goodwill acquired in a business

combination is, from the acquisition date, allocated to each of the Group’s CGUs, or groups of CGUs, that are expected to

benefi t from the synergies of the combination, irrespective of whether other assets or liabilities of the Group are assigned

to those units or groups of units.

An asset’s recoverable amount is the higher of an asset’s or CGU’s fair value less costs to sell and its value in use. In assessing

value in use, the estimated future cash fl ows are discounted to their present value using a pre-tax discount rate that refl ects

current market assessments of the time value of money and the risks specifi c to the asset. Where the carrying amount of

an asset exceeds its recoverable amount, the asset is considered impaired and is written down to its recoverable amount.

Impairment losses recognised in respect of a CGU or groups of CGUs are allocated fi rst to reduce the carrying amount of

any goodwill allocated to those units or groups of units and then, to reduce the carrying amount of the other assets in the

unit or groups of units on a pro-rata basis.


31 DECEMBER 2008




(g) Impairment of Non-fi nancial Assets (Cont’d)

An impairment loss is recognised in profi t or loss in the period in which it arises, unless the asset is carried at a revalued

amount, in which case the impairment loss is accounted for as a revaluation decrease to the extent that the impairment

loss does not exceed the amount held in the asset revaluation reserve for the same asset.

Impairment loss on goodwill is not reversed in a subsequent period. An impairment loss for an asset other than goodwill is

reversed if, and only if, there has been a change in the estimates used to determine the asset’s recoverable amount since

the last impairment loss was recognised. The carrying amount of an asset other than goodwill is increased to its revised

recoverable amount, provided that this amount does not exceed the carrying amount that would have been determined

(net of amortisation or depreciation) had no impairment loss been recognised for the asset in prior years. A reversal of

impairment loss for an asset other than goodwill is recognised in profi t or loss, unless the asset is carried at revalued amount,

in which case, such reversal is treated as a revaluation increase.

(h) Inventories

Inventories represent completed residential and commercial properties and consumables.

Inventories of completed properties are stated at the lower of cost and net realisable value. Cost is determined on the

specifi c identifi cation basis and includes costs of land, construction and appropriate development overheads.

Inventories of consumables are stated at the lower of cost and net replacement cost. Cost is determined on the fi rst-in,

fi rst-out basis.

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.

(i) Financial Instruments

Financial instruments are recognised in the balance sheet when the Group has become a party to the contractual provisions

of the instrument.

Financial instruments are classifi ed as liabilities or equity in accordance with the substance of the contractual arrangement.

Interest, dividend and gains and losses relating to a fi nancial instrument classifi ed as a liability, are reported as expense

or income. Distributions to holders of fi nancial instruments classifi ed as equity are recognised directly in equity. Financial

instruments are offset when the Group has a legally enforceable right to offset and intends to settle either on a net basis

or to realise the asset and settle the liability simultaneously.


31 DECEMBER 2008




(i) Financial Instruments (Cont’d)

(i) Cash and Cash Equivalents

For the purposes of the cash fl ow statements, cash and cash equivalents include cash on hand and at bank and

deposit at call.

(ii) Other Non-current Investments

Non-current investments other than investments in subsidiaries, investments in associates and investment properties,

are stated at cost less impairment losses. On disposal of an investment, the difference between net disposal proceeds

and its carrying amount is recognised in profi t or loss.

(iii) Marketable Securities

Marketable securities are carried at the lower of cost and market value, determined on an aggregate basis. Cost

is determined on the weighted average basis while market value is determined based on quoted market values.

Increases or decreases in the carrying amount of marketable securities are recognised in profi t or loss. On disposal of

marketable securities, the difference between net disposal proceeds and the carrying amount is recognised in profi t

or loss.

(iv) Receivables

Receivables are carried at anticipated realisable values. Bad debts are written off when identifi ed. An estimate is

made for doubtful debts based on a review of all outstanding amounts as at the balance sheet date.

(v) Payables

Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and services

received.

(vi) Interest Bearing loans and Borrowings

All loans and borrowings are initially recognised at the fair value of the consideration received less directly attributable

transaction costs. After initial recognition, interest bearing loans and borrowings are subsequently measured at

amortised cost using the effective interest method.

(vii) Equity Instruments

Ordinary shares are classifi ed as equity. Dividends on ordinary shares are recognised in equity in the period in which

they are declared.

The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax. Equity

transaction costs comprise only those incremental external costs directly attributable to the equity transaction which

would otherwise have been avoided.


31 DECEMBER 2008




(j) Leases

(i) Classifi cation

A lease is recognised as a fi nance lease if it transfers substantially to the Group all the risks and rewards incidental

to ownership. Leases of land and buildings are classifi ed as operating or fi nance leases in the same way as leases of

other assets and the land and buildings elements of a lease of land and buildings are considered separately for the

purposes of lease classifi cation. All leases that do not transfer substantially all the risks and rewards are classifi ed as

operating leases, with the following exceptions:

– Property held under operating leases that would otherwise meet the defi nition of an investment property is

classifi ed as an investment property on a property-by-property basis and, if classifi ed as investment property, is

accounted for as if held under a fi nance lease; and

– Land held for own use under an operating lease, the fair value of which cannot be measured separately from

the fair value of a building situated thereon at the inception of the lease, is accounted for as being held under a

fi nance lease, unless the building is also clearly held under an operating lease.

(ii) Operating Leases – the Group as Lessee

Operating lease payments are recognised as an expense on a straight-line basis over the term of the relevant lease.

The aggregate benefi t of incentives provided by the lessor is recognised as a reduction of rental expense over the

lease term on a straight-line basis.

In the case of a lease of land and buildings, the minimum lease payments or the up-front payments made are

allocated, whenever necessary, between the land and the buildings elements in proportion to the relative fair values

for leasehold interests in the land element and buildings element of the lease at the inception of the lease. The up-

front payment represents prepaid lease payments and are amortised on a straight-line basis over the lease term.

(iii) Operating Leases – the Group as Lessor

Assets leased out under operating leases are presented on the balance sheets according to the nature of the assets.

Rental income from operating leases is recognised on a straight-line basis over the term of the relevant lease. Initial

direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased

asset and recognised on a straight-line basis over the lease term.

(k) Borrowing Costs

Borrowing costs directly attributable to the acquisition and construction of qualifying assets, which are assets that necessarily

take a substantial period of time to get ready for their intended use, are added to the cost of those assets, until such

time as the assets are substantially ready for their intended use. Investment income earned on the temporary investment

of specifi c borrowings pending their expenditure on qualifying assets is deducted from the borrowing costs eligible for

capitalisation.

All other borrowing costs are recognised in profi t or loss in the period in which they are incurred.


31 DECEMBER 2008




(l) Income Tax

Income tax on the profi t or loss for the year comprises current and deferred tax. Current tax is the expected amount of

income taxes payable in respect of the taxable profi t for the year and is measured using the tax rates that have been enacted

at the balance sheet date.

Deferred tax is provided for, using the liability method. In principle, deferred tax liabilities are recognised for all taxable

temporary differences and deferred tax assets are recognised for all deductible temporary differences, unused tax losses

and unused tax credits to the extent that it is probable that taxable profi t will be available against which the deductible

temporary differences, unused tax losses and unused tax credits can be utilised. Deferred tax is not recognised if the

temporary difference arises from goodwill or negative goodwill or from the initial recognition of an asset or liability in a

transaction which is not a business combination and at the time of the transaction, affects neither accounting profi t nor

taxable profi t.

Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the liability

is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date. Deferred tax is

recognised as income or an expense and included in the profi t or loss for the period, except when it arises from a transaction

which is recognised directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises

from a business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or

the amount of any excess of the acquirer’s interest is the net fair value of the acquiree’s identifi able assets, liabilities and

contingent liabilities over the cost of the combination.

(m) Provisions for Liabilities

Provisions for liabilities are recognised when the Group has a present obligation as a result of a past event and it is probable

that an outfl ow of resources embodying economic benefi ts will be required to settle the obligation, and a reliable estimate

of the amount can be made. Provisions are reviewed at each balance sheet date and adjusted to refl ect the current best

estimate. Where the effect of the time value of money is material, provisions are discounted using a current pre-tax rate

that refl ects, where appropriate, the risks specifi c to the liability. Where discounting is used, the increase in the provision

due to the passage of time is recognised as fi nance cost.

(n) Sinking Fund Reserve

Sinking fund reserve of the Group is established for the purpose of covering costs of periodic major repairs or capital

replacements in the golf and country resort of the Group. A fraction of 10% of monthly subscription fees received from

members during the year are credited to this reserve.

The amount credited into the reserve during the year is subsequently paid to a fund which is kept in a separate trust account

and administered by a Trustee.

Monies in the sinking fund are invested by the Trustee. Any income arising out of the investment is accrued to the fund.

(o) Deferred License Fees

License fees are received upon admission of new members of the golf and country resort of the Group after January 1993,

and are recognised in the income statement over the remaining terms of the membership licenses, which would expire on

9 October 2051.


31 DECEMBER 2008




(p) Employee Benefi ts

(i) Short Term Benefi ts

Wages, salaries, bonuses and social security contributions are recognised as an expense in the year in which the

associated services are rendered by employees. Short term accumulating compensated absences such as paid annual

leave are recognised when services are rendered by employees that increase their entitlement to future compensated

absences. Short term non-accumulating compensated absences such as sick leave are recognised when the absences

occur.

(ii) Defi ned Contribution Plan

Defi ned contribution plans are post-employment benefi t plans under which the Group pays fi xed contributions into

separate entities or funds and will have no legal or constructive obligation to pay further contributions if any of the

funds do not hold suffi cient assets to pay all employee benefi ts relating to employee services in the current and

preceding fi nancial years. Such contributions are recognised as an expense in the income statement as incurred. As

required by law, companies in Malaysia make such contributions to the Employees Provident Fund (“EPF”). Some of

the Group’s foreign subsidiaries also make contributions to their respective countries’ statutory pension schemes.

(iii) Share-based Compensation

The Company’s Employee Share Options Scheme (“ESOS”), an equity-settled, share-based compensation plan, allows

the Group’s employees to acquire ordinary shares of the Company. The total fair value of share options granted to

employees is recognised as an employee cost with a corresponding increase in the share option reserve within equity

over the vesting period and taking into account the probability that the options will vest. The fair value of share

options is measured at grant date, taking into account, if any, the market vesting conditions upon which the options

were granted but excluding the impact of any non-market vesting conditions. Non-market vesting conditions are

included in assumptions about the number of options that are expected to become exercisable on vesting date.

At each balance sheet date, the Group revises its estimates of the number of options that are expected to become

exercisable on vesting date. It recognises the impact of the revision of original estimates, if any, in the profi t or loss,

and a corresponding adjustment to equity over the remaining vesting period. The equity amount is recognised in

the share option reserve until the option is exercised, upon which it will be transferred to share premium, or until

the option expires, upon which it will be transferred directly to retained earnings.

The proceeds received net of any directly attributable transaction costs are credited to equity when the options are

exercised.

(q) Foreign Currencies

(i) Functional and Presentation Currency

The individual fi nancial statements of each entity in the Group are measured using the currency of the primary

economic environment in which the entity operates (“the functional currency”). The consolidated fi nancial statements

are presented in Ringgit Malaysia (RM), which is also the Company’s functional currency.


31 DECEMBER 2008




(q) Foreign Currencies (Cont’d)

(ii) Foreign Currency Transactions

In preparing the fi nancial statements of the individual entities, transactions in currencies other than the entity’s

functional currency (foreign currencies) are recorded in the functional currencies (Ringgit Malaysia) using the exchange

rates prevailing at the dates of the transactions. At each balance sheet date, monetary items denominated in foreign

currencies are translated at the rates prevailing on the balance sheet date. Non-monetary items carried at fair value

that are denominated in foreign currencies are translated at the rates prevailing on the date when the fair value

was determined. Non-monetary items that are measured in terms of historical cost in a foreign currency are not

translated.

Exchange differences arising on the settlement of monetary items, and on the translation of monetary items, are

included in the income statement for the period except for exchange differences arising on monetary items that

form part of the Group’s net investment in foreign operation. Exchange differences arising on monetary items that

form part of the Group’s net investment in foreign operation, where that monetary item is denominated in either the

functional currency of the reporting entity or the foreign operation, are initially taken directly to the foreign currency

translation reserve within equity until the disposal of the foreign operations, at which time they are recognised in

the income statement. Exchange differences arising on monetary items that form part of the Group’s net investment

in foreign operation, where that monetary item is denominated in a currency other than the functional currency of

either the reporting entity or the foreign operation, are recognised in the income statement for the period. Exchange

differences arising on monetary items that form part of the Company’s net investment in foreign operation, regardless

of the currency of the monetary item, are recognised in the income statement in the Company’s fi nancial statements

or the individual fi nancial statements of the foreign operation, as appropriate.

Exchange differences arising on the translation of non-monetary items carried at fair value are included in profi t or

loss for the period except for the differences arising on the translation of non-monetary items in respect of which

gains and losses are recognised directly in equity. Exchange differences arising from such non-monetary items are

also recognised directly in equity.

The principal exchange rates for every unit of foreign currency ruling at balance sheet date used are as follows:

2008 2007 RM RM

United States Dollar 3.49 3.53

100 Indian Rupee 0.02 0.04

100 Hong Kong Dollar Not applicable 45.43


31 DECEMBER 2008




(q) Foreign Currencies (Cont’d)

(iii) Foreign Operations

The results and fi nancial position of foreign operations that have a functional currency different from the presentation

currency (RM) of the consolidated fi nancial statements are translated into RM as follows:

– Assets and liabilities for each balance sheet presented are translated at the closing rate prevailing at the balance

sheet date;

– Income and expenses for each income statement are translated at average exchange rates for the year, which

approximates the exchange rates at the dates of the transactions; and

– All resulting exchange differences are taken to the foreign currency translation reserve within equity.

Goodwill and fair value adjustments arising on the acquisition of foreign operations on or after 1 January 2006 are treated

as assets and liabilities of the foreign operations and are recorded in the functional currency of the foreign operations and

translated at the closing rate at the balance sheet date. Goodwill and fair value adjustments which arose on the acquisition

of foreign subsidiaries before 1 January 2006 are deemed to be assets and liabilities of the parent company and are recorded

in RM at the rates prevailing at the date of acquisition.

(r) Revenue Recognition

Revenue is recognised to the extent that it is probable that the economic benefi ts will fl ow to the Group and the revenue

can be reliably measured. The following specifi c recognition criteria must also be met before revenue is recognised:

(i) Sale of Properties

Revenue from sale of development properties is accounted for by the stage of completion method as described in

Note 2.2(e)(ii).

Revenue from the sale of land and completed properties are recognised as and when the transfer of signifi cant risks

and rewards of ownership to the buyer upon signing of sales and purchase agreement has been completed.

(ii) Recreation and Resort Operations

Entrance fees are recognised upon signing of membership agreements. Deferred license fees are recognised over

the period of the membership. Income from monthly subscription fees is recognised on an accrual basis.

(iii) Sale of Goods

Revenue is recognised net of returns and discounts and upon transfer of signifi cant risks and rewards of ownership

to the buyer. Revenue is not recognised to the extent where there are signifi cant uncertainties regarding recovery of

the consideration due, associated costs or the possible return of goods.

(iv) Dividend Income

Dividend income is recognised when the shareholder’s right to receive payment is established.

(v) Interest Income

Interest income is recognised on accrual basis by using the effective interest method.


31 DECEMBER 2008




(r) Revenue Recognition (Cont’d)

(vi) Rental Income

Rental income is recognised based on the accrual basis unless collection is in doubt, in which case it is recognised

on receipt basis.

(vii) Management Fees

Management fees are recognised when services are rendered.

2.3 Changes in Accounting Policies and Effects Arising from Adoption of New and Revised FRSs

On 1 January 2008, the Group and the Company adopted the following revised FRSs, amendment to FRS and Interpretations:

FRS 107: Cash Flow Statements

FRS 111: Construction Contracts

FRS 112: Income Taxes

FRS 118: Revenue

FRS 120: Accounting for Government Grants and Disclosure of Government Assistance

FRS 134: Interim Financial Reporting

FRS 137: Provisions, Contingent Liabilities and Contingent Assets

Amendment to FRS 121: The Effects of Changes in Foreign Exchange Rates – Net Investment in a Foreign Operation

IC Interpretation 1: Changes in Existing Decommissioning, Restoration and Similar Liabilities

IC Interpretation 2: Members’ Shares in Co-operative Entities and Similar Instruments

IC Interpretation 5: Rights to Interests arising from Decommissioning, Restoration and Environmental Rehabilitation Funds

IC Interpretation 6: Liabilities arising from Participating in a Specifi c Market – Waste Electrical and Electronic Equipment

IC Interpretation 7: Applying the Restatement Approach under FRS 1292004 – Financial Reporting in Hyperinfl ationary Economies

IC Interpretation 8: Scope of FRS 2

The revised FRSs, Amendment to FRS and Interpretations above do not have any signifi cant impact on the fi nancial statements of

the Group and the Company.

2.4 Standards and Interpretations Issued But Not Yet Effective

At the date of authorisation of these fi nancial statements, the following new FRSs and Interpretations were issued but not yet

effective and have not been applied by the Group and the Company: Effective for Financial FRSs and Interpretations Periods Beginning On or After

FRS 7: Financial Instruments – Disclosures 1 January 2010

FRS 8: Operating Segments 1 July 2009

FRS 139: Financial Instruments: Recognition and Measurement 1 January 2010

IC Interpretation 9: Reassessment of Embedded Derivatives 1 January 2010

IC Interpretation 10: Interim Financial Reporting and Impairment 1 January 2010


31 DECEMBER 2008



2.4 Standards and Interpretations Issued But Not Yet Effective (Cont’d)

The above new FRSs and Interpretations are expected to have no signifi cant impact on the fi nancial statements of the Group and

the Company upon their initial application except for the changes in disclosures arising from the adoption of FRSs 7 and 8 and

the fi nancial impact of FRS 139.

The Group and the Company are exempted from disclosing the possible impact, if any, to the fi nancial statements upon initial

application of FRS 139.

3 . S IGN IF ICANT ACCOUNT ING EST IM ATE S A N D J UD G E ME N TS

(a) Key Sources of Estimation Uncertainty

The key assumptions concerning the future and other key sources of estimation uncertainty at the balance sheet date, that have

a signifi cant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next fi nancial year

are discussed below.

(i) Property Development

The Group recognises property development revenue and expenses in the income statement by using the stage of completion

method. The stage of completion is determined by the proportion that property development costs incurred for work

performed to date bear to the estimated total property development costs.

Signifi cant judgement is required in determining the stage of completion, the extent of the property development costs

incurred, the estimated total property development revenue and costs, as well as the recoverability of the development

projects. In making the judgement, the Group evaluates based on past experience and by relying on the work of

specialists.

Where the fi nancial outcome of a development activity cannot be reliably estimated, contract revenue is recognised to the

extent of contract costs incurred that it is probable will be recoverable until the activity reaches a desired stage of completion,

which the Group views as a reasonable benchmark based on past experience and by relying on the work of specialists.

(ii) Deferred Tax Assets

Deferred tax assets are recognised for all unused tax losses, unabsorbed capital allowances and other deductible temporary

differences to the extent that it is probable that taxable profi t will be available against which the losses and capital allowances

can be utilised. Signifi cant management judgement is required to determine the amount of deferred tax assets that can

be recognised, based upon the likely timing and level of future taxable profi ts together with future tax planning strategies.

The total carrying value of recognised tax losses, capital allowances and other deductible temporary differences of the

Group was RM6,548,000 (2007: RM7,608,000) and the unrecognised tax losses, capital allowances and other deductible

temporary differences of the Group was RM89,826,000 (2007: RM76,597,000).


31 DECEMBER 2008


3 . S IGN IF ICANT ACCOUNT ING EST IMATES A N D J UD G E ME N TS (CO N T ’D )

(a) Key Sources of Estimation Uncertainty

(iii) Liquidated and Ascertained Damages

Liquidated and ascertained damages (“LAD”) expenses are provided based on management’s estimation of the time of

completion of a project.

Signifi cant management judgement is required to determine the timing of the completion of the project.

Management has estimated that an on-going project would be delayed and expected to be completed by April 2010. The

estimated LAD expense of RM1,980,000 (2007: RM Nil) has been provided for the year ended 31 December 2008.

LAD income are recognised to the extent that the economic benefi ts will fl ow to the Group and the amount can be reliably

measured.

No LAD income has been recognised from the expected delay in completion of a project as at 31 December 2008 as the

amount, if any, cannot be reliably measured pending evaluation of extension of time to be granted, if any.

4 . RE VE NUE

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Sale of properties 216,300 239,025 – –

Revenue from recreation and resort operations 26,264 25,497 – –

Property management and maintenance fee income 504 5,298 – –

Revenue from shopping mall 87 – – –

Gross dividend income from:

– Subsidiary – – 16,000 29,000

– Other quoted instruments 935 551 – –

244,090 270,371 16,000 29,000

5 . COS T OF S ALES

Group

2008 2007 RM’000 RM’000

Property development costs 81,104 150,020

Cost of inventories sold 14,784 16,277

Cost of services rendered 4,185 4,184

100,073 170,481

Included in the cost of sales is fi nance costs of RM1,122,000 (2007: RM3,691,000) incurred during the fi nancial year.


31 DECEMBER 2008


6 . F INANCE COSTS

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Interest expense on borrowings 4,784 4,925 809 810

Less: Interest expense capitalised in

– building-in-progress (Note 13(b)) (27) (197) – –

– investment properties (Note 15) (452) – – –

Less: Interest expense expensed to cost of sales (Note 5) (1,122) (3,691) – –

3,183 1,037 809 810

7 . P ROF IT BEFORE TAX

The following amounts have been included in arriving at profi t before tax: Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Employee benefi ts expense (Note 8) 28,605 21,033 246 341

Non-executive directors’ remuneration (Note 9) 473 446 315 294

Auditors’ remuneration

– Statutory audits

– Current year 327 276 63 60

– Prior year 15 – – –

Depreciation of property, plant and equipment 5,309 5,138 244 284

Amortisation of investment properties 149 – – –

Amortisation of prepaid land lease payments 1,978 1,276 – –

Impairment loss of prepaid land lease payments 49 – – –

Amortisation of deferred license fees (1,650) (1,574) – –

Goodwill written off 1 – – –

Operating leases:

– Minimum lease payments for offi ce premises 601 544 195 179

– Minimum lease payments for offi ce equipment 75 78 53 56

Amortisation of endowment fund premium 11 11 – –

Bad debts written off/(recovered) 20 (49) – –

Provision for doubtful debts

– Receivables 459 135 – –

– Amount due from subsidiaries – – 790 7,711

Provision/(reversal of provision) for liabilities 1,980 (426) – –

Provision/(reversal) for diminution in value of

marketable securities 11,468 (3,795) – –

Reversal of provision for diminution in value of

other investment (2,303) – – –


31 DECEMBER 2008


7 . P ROF IT BE FORE TAX (CONT ’D)

The following amounts have been included in arriving at profi t before tax: (Cont’d)

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Gain on disposal of marketable securities – (15) – –

(Gain)/loss on disposal of other investments (2) 186 – –

Gain on disposal of property, plant and equipment (88) (94) – (94)

Property, plant and equipment written off 23 – – –

Unrealised returns on endowment policy (191) (186) – –

Rental income (5,678) (5,301) – –

Interest income (3,169) (7,730) – –

Management fees receivable from fellow subsidiaries (1,114) (960) (720) (720)

Share options granted under ESOS 1,965 2,172 82 82

Net unrealised foreign exchange gain (139) (22) – –

Recovery of downpayment for land (782) – – –

8 . E MP LOYE E BENEF ITS EXPENSE

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Salaries and bonuses 22,001 15,618 44 25

Social security contributions 197 131 1 –

Short-term accumulating compensated absences – 13 – –

Contributions to defi ned contribution plan 2,486 1,467 4 4

Share options granted under ESOS 1,965 2,172 82 82

Other benefi ts 1,956 1,632 115 230

28,605 21,033 246 341

Included in employee benefi ts expense of the Group is executive directors’ remuneration amounting to RM5,517,000 (2007: RM5,394,000)

as further disclosed in Note 9.


31 DECEMBER 2008


9 . D IRE CTORS ’ REMUNERAT ION

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Directors of the Company

Executive:

Salaries and other emoluments 2,851 2,934 – –

Bonus 832 683 – –

Defi ned contribution plan 442 434 – –

Share options granted under ESOS 364 364 – –

Estimated money value of benefi ts-in-kind – 8 – –

4,489 4,423 – –

Non-executive:

Fees 262 244 246 229

Other emoluments 105 101 69 65

367 345 315 294

Other directors

Executive:

Salaries and other emoluments 565 527 – –

Bonus 208 195 – –

Defi ned contribution plan 93 87 – –

Share options granted under ESOS 162 162 – –

1,028 971 – –

Non-executive:

Fees 81 77 – –

Other emoluments 25 24 – –

106 101 – –

Total 5,990 5,840 315 294

Analysis including benefi ts-in-kind:

Total executive directors’ remuneration 5,517 5,394 – –

Total non-executive directors’ remuneration 473 446 315 294

Total directors’ remuneration 5,990 5,840 315 294


31 DECEMBER 2008


9 . D IRE CTORS ’ REMUNERAT ION (CONT ’D)

The number of directors of the Company whose total remuneration during the year fell within the following bands is analysed below:

Number of Directors

2008 2007

Executive directors:

RM200,001 – RM250,000 – *1

RM600,001 – RM650,000 – 1

RM650,001 – RM700,000 1 –

RM750,001 – RM800,000 – 1

RM800,001 – RM850,000 1 –

RM2,800,001 – RM2,850,000 – 1

RM2,950,001 – RM2,990,000 1 –

Non-executive directors

Below RM50,000 5 5

RM50,001 – RM100,000 2 2

* Resigned during the year.

10 . INCOME TAX EXPENSE

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Current income tax:

Malaysian income tax 27,447 20,379 4,160 7,830

Under/(over)provision in prior years 4,305 (3,029) (341) (2,082)

31,752 17,350 3,819 5,748

Deferred tax (Note 32):

Relating to origination and reversal of temporary differences (3,902) (2,011) – –

Relating to changes in income tax rates (408) (984) – –

(Over)/underprovision in prior years (1,846) 231 – –

(6,156) (2,764) – –

Total income tax expense 25,596 14,586 3,819 5,748

Domestic income tax is calculated at the Malaysian statutory tax rate of 26% (2007: 27%) of the estimated assessable profi t for the

year. The domestic statutory tax rate will be reduced to 25% from the current year’s rate of 26%, effective year of assessment 2009.

The computation of deferred tax as at 31 December 2008 has refl ected these changes.

Taxation for other jurisdictions is calculated at the rates prevailing in the respective jurisdictions.


31 DECEMBER 2008


10 . INCOME TAX EXPENSE (CONT ’D)

A reconciliation of income tax expense applicable to profi t before tax at the statutory income tax rate to income tax expense at the

effective income tax rate of the Group and of the Company is as follows:

2008 2007 RM’000 RM’000

Group


Taxation at Malaysian statutory tax rate of 26% (2007: 27%) 19,937 18,990

Effects of different tax rates applicable for subsidiaries with

paid-up capital of RM2.5 million and below (251) (163)

Effect of changes in tax rates on opening balance of deferred tax (408) (984)

Tax effect on deemed disposal of assets 1,044 –

Income not subject to tax (735) (2,656)

Expenses not deductible for tax purposes 8,731 6,518

Utilisation of previously unrecognised tax losses and unabsorbed capital allowances (5,181) (5,053)

Deferred tax assets not recognised in respect of current year’s

tax losses and unabsorbed capital allowances – 732

(Over)/underprovision of deferred tax in prior years (1,846) 231

Under/(over)provision of tax expense in prior years 4,305 (3,029)

Income tax expense 25,596 14,586

Company


Taxation at Malaysian statutory tax rate of 26% (2007: 27%) 2,661 5,153

Expenses not deductible for tax purposes 1,499 2,677

Overprovision of tax expense in prior years (341) (2,082)

Income tax expense 3,819 5,748

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Tax savings during the year arising from utilisation of

previously unrecognised tax losses and unabsorbed

capital allowances 5,181 5,053 – –


31 DECEMBER 2008


11 . E ARNINGS P ER SHARE

(a) Basic

Basic earnings per share amounts are calculated by dividing profi t for the year attributable to ordinary equity holders of the

Company by the weighted average number of ordinary shares in issue during the fi nancial year.

2008 2007

Profi t attributable to ordinary equity holders of the Company (RM’000) 34,436 48,589

Weighted average number of ordinary shares in issue (‘000) 259,626 259,546

Basic earnings per share (sen) for profi t for the year 13.26 18.72

(b) Diluted

For the purpose of calculating diluted earnings per share, the profi t for the year attributable to ordinary equity holders of the

Company and the weighted average number of ordinary shares in issue during the fi nancial year have been adjusted for the

dilutive effects of all potential ordinary shares, i.e. share options granted to employees.

2008 2007

Profi t attributable to ordinary equity holders of the Company (RM’000) 34,436 48,589

Weighted average number of ordinary shares in issue

(‘000) for the purpose of basic earnings per share 259,626 259,546

Effects of dilution – shares option (‘000) – 682

Weighted average number of ordinary shares in issue

(‘000) for the purpose of diluted earnings per share 259,626 260,228

Diluted earnings per share (sen) 13.26 18.67

12 . D IV IDE NDS

Group and Company

2008 2007 RM’000 RM’000

In respect of fi nancial year 2007:

First and fi nal dividend of 4% less 26% taxation on 259,625,583 ordinary shares 7,685 –

In respect of fi nancial year 2006:

First and fi nal dividend of 4% less 27% taxation on 259,525,583 ordinary shares – 7,578

Net dividend per ordinary share (sen) 2.96 2.92

At the forthcoming Annual General Meeting, a fi rst and fi nal dividend in respect of the fi nancial year ended 31 December 2008, of 2%

less 25% taxation on 259,625,583 ordinary shares, amounting to a dividend payable of RM3,894,384 (1.50 sen net per ordinary share)

(subject to change on the number of ordinary shares entitled to dividend on date of book closure) will be proposed for shareholders’

approval. The fi nancial statements for the current fi nancial year do not refl ect this proposed dividend. Such dividend, if approved by the

shareholders, will be accounted for in the shareholders’ equity in the fi nancial year ending 31 December 2009.


31 DECEMBER 2008


13 . P ROP E RTY, PLANT AND EQUIPMENT

Offi ce Furniture, Group Freehold Leasehold Buildings- Plant and Fittings and Motor Land Buildings in-progress Golf Course Machinery Equipment Vehicles Total At 31 December 2008 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost

At 1 January 2008 47,753 80,441 85,220 46,796 19,673 14,579 3,783 298,245 Additions – 1,928 142,041 – 1,255 1,791 274 147,289 Disposals – – – – (141) (26) (519) (686) Write off – – – – (21) (48) – (69) Transfer from property

development costs

(Note 14(b)) 92 – – – – – – 92

Transfer to investment

properties (Note 15) (42,666) – (208,700) – – – – (251,366) Transfer to other payables

(Note 38) – – – – – (333) – (333) Reclassifi cation – – – – – (85) 85 – Exchange differences – – – – – (11) (13) (24)

At 31 December 2008 5,179 82,369 18,561 46,796 20,766 15,867 3,610 193,148

Accumulated Depreciation and Impairment Losses

At 1 January 2008 – 20,948 – 10,956 15,739 10,160 1,885 59,688 Depreciation charge for the year – 1,632 – 819 1,063 1,173 622 5,309 Disposals – – – – (141) (18) (241) (400) Write off – – – – (20) (23) (3) (46) Transfer to other payables

(Note 38) – – – – – (258) – (258) Reclassifi cation – – – – – (3) 3 – Exchange differences – – – – – (3) (2) (5)

At 31 December 2008 – 22,580 – 11,775 16,661 11,028 2,264 64,288

Net carrying amount 5,179 59,789 18,561 35,021 4,105 4,839 1,346 128,860


31 DECEMBER 2008


13 . P ROP E RTY, P LANT AND EQUIPMENT (CO N T ’D )

Offi ce Furniture, Group Freehold Leasehold Buildings- Plant and Fittings and Motor Land Buildings in-progress Golf Course Machinery Equipment Vehicles Total At 31 December 2007 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000

Cost

At 1 January 2007

As previously stated – 264,877 3,442 46,701 18,723 13,412 4,005 351,160

Transfer to prepaid land

lease payments (Note 16) – (188,482) – – – – – (188,482)

As restated – 76,395 3,442 46,701 18,723 13,412 4,005 162,678

Additions – 604 467 95 1,247 1,482 989 4,884

Disposals – – – – (297) (315) (1,211) (1,823)

Transfer from property

development costs

(Note 14(b)) 47,753 – 84,753 – – – – 132,506

Reclassifi cation – 3,442 (3,442) – – – – –

At 31 December 2007 47,753 80,441 85,220 46,796 19,673 14,579 3,783 298,245


At 1 January 2007

As previously stated – 42,382 – 10,138 15,038 9,348 2,087 78,993

Transfer to prepaid land

lease payments (Note 16) – (23,047) – – – – – (23,047)

As restated – 19,335 – 10,138 15,038 9,348 2,087 55,946

Depreciation charge for

the year – 1,613 – 818 988 1,065 654 5,138

Disposals – – – – (287) (253) (856) (1,396)

At 31 December 2007 – 20,948 – 10,956 15,739 10,160 1,885 59,688

Net carrying amount 47,753 59,493 85,220 35,840 3,934 4,419 1,898 238,557


31 DECEMBER 2008


13 . P ROP E RTY, PLANT AND EQUIPMENT (CO N T ’D )

Offi ce Furniture, Fittings and Motor Equipment Vehicles Total Company RM’000 RM’000 RM’000

At 31 December 2008

Cost

At 1 January 2008 3,114 497 3,611 Additions 262 – 262 Disposals (8) – (8)

At 31 December 2008 3,368 497 3,865


At 1 January 2008 2,583 153 2,736 Depreciation charge for the year 154 90 244

Disposals (1) – (1)

At 31 December 2008 2,736 243 2,979

Net carrying amount 632 254 886

At 31 December 2007 Cost At 1 January 2007 2,961 1,001 3,962

Additions 157 421 578

Disposals (4) (925) (929)

At 31 December 2007 3,114 497 3,611

Accumulated Depreciation and Impairment losses

At 1 January 2007 2,432 689 3,121

Depreciation charge for the year 151 133 284

Disposals – (669) (669)

At 31 December 2007 2,583 153 2,736

Net carrying amount 531 344 875


31 DECEMBER 2008


13 . P ROP E RTY, P LANT AND EQUIPMENT (CO N T ’D )

(a) The net carrying amounts of property, plant and equipment pledged as securities for borrowings (Note 36) are as follows:

Group

2008 2007 RM’000 RM’000

Freehold land 5,179 47,753

Long term leasehold buildings 59,789 59,493

Golf course 35,021 35,840

99,989 143,086

(b) Interest expense capitalised during the fi nancial year under building-in-progress of the Group amounted to RM27,000 (2007:

RM197,000).

14 . LAND HE LD FOR PROPERTY DEVELOPME N T A N D P RO P E RTY D E VE LO P ME N T CO S TS

(a) Land Held for Property Development Group

2008 2007 RM’000 RM’000 (Restated)

Cost

At 1 January:


Leasehold land 57,350 56,526

Additions 69,022 926

Transfer to property development costs (Note 14(b)) (3,736) (26)

Reclassifi ed as held for sale (Note 27) (14,919) –

At 31 December 137,532 87,165

Accumulated Impairment Losses

At 1 January/31 December 6,412 6,412

Carrying amount at 31 December 131,120 80,753


31 DECEMBER 2008


14 . LAND HELD FOR PROPERTY DEVELO P ME N T A N D P RO P E RTY D E VE LO P ME N T CO S TS (CO NT ’D)

(b) Property Development Costs Group

2008 2007 RM’000 RM’000

Property development costs:

At 1 January


Leasehold land 293,374 293,256

Development costs 330,538 234,234

752,874 704,205

Costs incurred during the year:

Land costs 336 –

Development costs 71,861 211,566

72,197 211,566

Accumulated costs reversed during the year in respect of completed projects:

Freehold land (10,989) –

Leasehold land (1,413) –

Development costs (254,823) (29,450)

(267,225) (29,450)

Costs recognised in income statement:

At 1 January (503,065) (376,746)

Recognised during the year (84,350) (155,770)

Accumulated costs reversed during the year in respect of completed projects 267,225 29,451

At 31 December (320,190) (503,065)

Transfers from:

Land held for property development (Note 14(a)) 3,736 –

Transfers to:

Land held for property development (Note 14(a)) – (26)

Inventories (69,693) (915)

Property, plant and equipment (Note 13) (92) (132,506)

(69,785) (133,447)

Property development costs at 31 December 171,607 249,809

The freehold and leasehold land of the Group amounting to RM95,580,000 (2007: RM41,197,000) have been pledged as security

for bank borrowings as referred to in Note 36.


31 DECEMBER 2008


15 . INVE S TME NT PROPERT IES

Shopping mall and carpark Freehold podium for land shopping mall Total Group RM’000 RM’000 RM’000

At 31 December 2008

Cost

At 1 January 2008 – – – Transfer from property, plant and equipment (Note 13) 42,666 208,700 251,366

At 31 December 2008 42,666 208,700 251,366

Accumulated depreciation

At 1 January 2008 – – – Charge for the year – 149 149

At 31 December 2008 – 149 149

Net carrying amount 42,666 208,551 251,217

Interest expense capitalised during the fi nancial year under investment properties of the Group amounted to RM452,000 (2007:

RMNil).

The freehold land of the Group amounting to RM42,666,397 have been pledged as security for bank borrowings as referred to in

Note 36.

Investment properties were estimated by the directors based on professional valuation report using the comparison method of valuation.

As at 31 December 2008, the fair values of the investment properties were estimated to be RM254,671,000.

16 . P RE PAID LAND LEASE PAYMENTS

Group

2008 2007 RM’000 RM’000 (Restated)

At 1 January 128,862 130,138

Amortisation for the year (1,978) (1,276)

Impairment loss for the year (49) –

At 31 December 126,835 128,862

The leasehold land were amortised over 99 years (2007: 99 years). Leasehold land with an aggregate carrying value of RM125,716,000

(2007: RM127,669,000) are pledged as securities for borrowings as referred to in Note 36.


31 DECEMBER 2008


17 . INVE S TMENTS IN SUBS ID IAR IES

Company

2008 2007 RM’000 RM’000

Unquoted shares at cost 248,860 246,977

Less: Accumulated impairment losses (5,737) (5,737)

243,123 241,240

Details of the subsidiaries are as follows: Equity Interest Name of Subsidiaries Country of Held (%) Incorporation 2008 2007 Principal Activities

Accroway Sdn. Bhd. Malaysia 100 100 Investment holding

Arah Pelangi Sdn. Bhd. Malaysia 100 100 Property holding

* Aspek Analisa Sdn. Bhd. Malaysia 100 100 Property development

* Dijaya Management Services Sdn. Bhd. Malaysia 100 100 Property management and maintenance

services

Dijaya Property Sdn. Bhd. Malaysia 100 100 Property development

Terbit Berkat Sdn. Bhd. Malaysia 100 100 Investment holding

Tropicana MM2H Sdn. Bhd. Malaysia 100 100 Dormant

* Dijaya Development Sdn. Bhd. Malaysia 100 100 Investment holding

* Dijaya Credit & Leasing Sdn. Bhd. Malaysia 100 100 Credit and leasing

* Bright Phase Sdn. Bhd. Malaysia 100 100 Investment holding

* Tropicana Mall Management Sdn. Bhd. Malaysia – 100 Investment holding

(“TMMSB”) (formerly known as

Dijaya Digital Sdn. Bhd.)^

Subsidiary of TMMSB:

* Atlantic Marketing Sdn. Bhd.^ Malaysia – 100 Ceased operations

* Tropicana City Management Sdn. Bhd. Malaysia – 100 Dormant

(formerly known as Malaysian

PR Services Sdn. Bhd.)^


31 DECEMBER 2008


17 . INVE S TME NTS IN SUBS ID IAR IES (CONT ’D )

Equity Interest Name of Subsidiaries Country of Held (%) Incorporation 2008 2007 Principal Activities

* Tropicana City Parking Sdn. Bhd. Malaysia – 100 Dormant

(formerly known as Banjaran

Mutiara Sdn. Bhd.)^

* Nagasari Cerdas Sdn. Bhd. (“NCSB”) Malaysia 100 100 Investment holding

Subsidiary of NCSB:

* Desiran Realiti Sdn. Bhd. Malaysia 100 100 Investment holding

* Seleksi Kembara Sdn. Bhd. (“NCSB”) Malaysia 100 100 Investment holding

Subsidiary of SKSB:

* Dijaya Wangsa Sdn. Bhd. Malaysia 60 60 Dormant

Sumber Saujana Sdn. Bhd. (“SSSB”) Malaysia 100 100 Investment holding

Subsidiary of SSSB:

Sinbor Corporation Sdn. Bhd. Malaysia 100 100 Investment holding

Tropicana Golf & Country Resort Malaysia 100 100 Real property and resort development

Berhad (“TGCRB”)

Subsidiaries of TGCRB:

* Tropicana Management Services Malaysia 100 100 Property management and maintenance

Sdn. Bhd. services

Nadi Jelita Sdn. Bhd. Malaysia 100 100 Property development

Puncak Suria Sdn. Bhd. Malaysia 100 100 Property development

Mawar Hebat Sdn. Bhd. Malaysia 100 100 Property holding

* Tropicana City Service Suites Malaysia – 100 Dormant

Sdn. Bhd. (formerly known

as Desiran Idaman Sdn. Bhd.)^

Bakat Rampai Sdn. Bhd. (“BRSB“) Malaysia 100 100 Investment holding


31 DECEMBER 2008


17 . INVE S TMENTS IN SUBS ID IAR IES (CO N T ’D )


Subsidiaries of BRSB:

Tropicana City Sdn. Bhd. Malaysia 100 100 Property development and property

(“TCSB”) (formerly known as investment in Tropicana City Mall

Dijaya Land Sdn. Bhd.)

Subsidiaries of TCSB:

* Dicasa Management Services Malaysia 100 100 Property management and maintenance

Sdn. Bhd. services

* Tropicana Mall Management Malaysia 100 – Dormant

Sdn. Bhd. (“TMMSB”)

(formerly known as Dijaya

Digital Sdn. Bhd.)^

Subsidiary of TMMSB:

* Atlantic Marketing Sdn. Bhd.^ Malaysia 100 – Ceased operations

* Tropicana City Management Malaysia 100 – Property management

Sdn. Bhd. (formerly known

as Malaysian PR Services

Sdn. Bhd.)^

* Tropicana City Parking Malaysia 100 – Management of car parking facilities

Sdn. Bhd. (formerly

known as Banjaran

Mutiara Sdn. Bhd.)^

* Tropicana City Service Suites Malaysia 100 – Property management

Sdn. Bhd. (formerly

known as Desiran Idaman

Sdn. Bhd.)^

Dicorp Land Sdn. Bhd. Malaysia 100 100 Property development

Maxi Legacy Sdn. Bhd# Malaysia 100 100 Ceased operations

Irama Sejati Sdn. Bhd. (“IRSB”) Malaysia 100 100 Investment holding

Subsidiary of IRSB:

Damansara Impian Sdn. Bhd.* Malaysia 70 70 Property development


31 DECEMBER 2008


17 . INVE S TME NTS IN SUBS ID IAR IES (CONT ’D )


Dijaya (Mauritius) Limited (“DML”)*@ Mauritius 100 100 Investment holding

Subsidiary of DML:

Dijaya-Malind JV (Mauritius) Mauritius 72 72 Investment holding

Limited*@ (“DMJVML”)

Subsidiary of DMJVML:

Dijaya-Malind Properties (India) India 74 100 Property development

Private Limited*^

* Audited by fi rms of auditors other than Ernst & Young, Malaysia

# In member’s voluntary winding up

@ The auditors’ report is qualifi ed on the non-preparation of group fi nancial statements.

^ Details of the changes of equity interests in the subsidiaries by the Company and its subsidiary are disclosed in Notes 45(e) and 45(f).

18 . INVE S TME NTS IN ASSOC IATES

Group

2008 2007 RM’000 RM’000

In Malaysia:

Unquoted shares at cost 30,489 30,489

Share of post-acquisition reserve 22,238 20,372

52,727 50,861

Represented by:

Share of net assets 18,269 16,403

Details of the associates are as follows: Equity Interest Name of Associates Country of Held (%) Incorporation 2008 2007 Principal Activities

Tenaga Kimia Sdn. Bhd. Malaysia 33 33 Manufacture and sale of explosives,

chemicals and blasting accessories

South Johor Equities Sdn. Bhd. (“SJE”) Malaysia 31 31 Ceased operation


31 DECEMBER 2008


18 . INVE S TMENTS IN ASSOC IATES (CON T ’D )

The summarised fi nancial information of the associates are as follows: 2008 2007 RM’000 RM’000

Assets and liabilities

Current assets 73,059 48,875

Non-current assets 11,005 11,142

Total assets 84,064 60,017

Current liabilities 27,820 12,925

Non-current liabilities 883 1,483


Results

Revenue 111,337 72,208


The cost of investment in SJE amounted to RM24,400,000 (2007: RM24,400,000). No provision for investment in SJE has been made

because of an amount owing to SJE of RM33,701,600 (2007: RM33,711,000) as disclosed in Note 38. SJE has provided for doubtful

debts for this amount in its fi nancial statements.

19 . OTHE R INVESTMENTS

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

At cost

Quoted shares in Malaysia 87,399 87,399 – –

Less: Provision for diminution in value (61,171) (63,474) – –

26,228 23,925 – –

Transferable corporate golf club memberships 647 587 587 587

Less: Provision for diminution in value (275) (275) (275) (275)

372 312 312 312

26,600 24,237 312 312

Market value*

Quoted shares in Malaysia 26,228 52,774 – –

Corporate golf club memberships 372 312 312 312

26,600 53,086 312 312

* The market value of the quoted shares is based on the respective closing prices as at 31 December.


31 DECEMBER 2008


19 . OTHE R INVE STMENTS (CONT ’D)

(a) As at 31 December 2007, the carrying amount of quoted shares in Malaysia with an aggregate value of RM23,925,196 have not

been adjusted to their market value of RM52,774,336 as at the balance sheet date as the directors are of the opinion that the

market value of these quoted shares do not refl ect their fair value since the Group’s ability to dispose of its entire shareholding at

full market value may be impacted by the lack of a readily available market demand for the shares at that price.

20 . S E CUR ITY RETA INERS ACCUMULAT ION FUN D

Group

2008 2007 RM’000 RM’000

At 1 January 2,678 2,503

Unrealised returns 191 186

2,869 2,689

Less: Amortisation for the year (11) (11)

At 31 December 2,858 2,678

The security retainers accumulation fund of the golf and country resort of the Group relates to the unamortised portion of the single

premium paid for the purchase of a ‘Group Endowment with Profi ts’ policy from a local insurer in 1994 and the unrealised returns which

accrues to this policy on a cumulative basis, annually.

The total accumulated returns together with the insured sum will only be received upon maturity of the said policy on 2 October 2051.

The purpose of this scheme is to provide the Group with funds to repay the security retainers received from members of the golf and

country resort of the Group, who registered prior to January 1993, at the end of their membership license term on 9 October 2051.

21 . INTANGIBLE ASSETS

Group

2008 2007 RM’000 RM’000

Goodwill on Consolidation

Cost

At 1 January 7,412 7,412

Written off (1) –

At 31 December 7,411 7,412

Accumulated Impairment

At 1 January/31 December (4,069) (4,069)

Net carrying amount 3,342 3,343


31 DECEMBER 2008


22 . INVE NTOR IES

Group

2008 2007 RM’000 RM’000

At cost

Properties held for sale 80,312 25,460

Consumable stores and spares 779 722

81,091 26,182

The cost of inventories recognised as an expense during the year in the Group amounted to RM20,521,000 (2007: RM5,885,000).

23 . TRADE RECE IVABLES

Group

2008 2007 RM’000 RM’000

Trade receivables 52,251 49,644

Accrued billings in respect of property development costs 23,047 32,084

Less: Provision for doubtful debts (2,617) (2,158)

72,681 79,570

The Group’s normal trade credit term ranges from 14 to 120 days (2007: 14 to 120 days). Other credit terms are assessed and approved

on a case-to-case basis.

The Group has no signifi cant concentration of credit risk that may arise from exposures to a single debtor or to groups of debtors.

24 . OTHE R RECE IVABLES

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Amount due from subsidiaries – – 566,153 519,420

Less: Provision for doubtful debts – – (122,642) (121,852)

– – 443,511 397,568

Deposits 15,524 7,300 153 152

Sundry receivables 8,695 13,351 174 79

Less: Provision for doubtful debts (457) (464) (2) (2)

8,238 12,887 172 76

23,762 20,187 443,836 397,797


31 DECEMBER 2008


24 . OTHE R RE CE IVABLES (CONT ’D)

The amounts due from subsidiaries are unsecured, interest free and have no fi xed terms of repayment. Further details on related party

transactions are disclosed in Note 40.

The Group has no signifi cant concentration of credit risk included under sundry receivables that may arise from exposures to a single

debtor or to groups of debtors.

Other information on fi nancial risks of other receivables are disclosed in Note 41.

25 . MARKE TABLE SECUR IT IES

Group

2008 2007 RM’000 RM’000

At cost

Quoted shares, in Malaysia 35,164 23,946

Less: Provision for diminution in value (11,468) –

23,696 23,946

Market value

Quoted shares in Malaysia 23,696 30,187

26 . CAS H AND CASH EQUIVALENTS

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Deposits with licensed banks 27,930 38,995 819 849

Cash on hand and at banks 114,007 115,787 944 1,746

Cash and bank balances 141,937 154,782 1,763 2,595

Less: Cash and cash equivalents not available for use (2,660) (1,771) – –

Total cash and cash equivalents 139,277 153,011 1,763 2,595

Included in cash at banks of the Group are amounts of RM102,414,433 (2007: RM88,417,022) held pursuant to Section 7A of the

Housing Development (Control and Licensing) Act, 1966 and therefore restricted from use in other operations.

Included in deposits with licensed banks of the Group are:

(a) Deposits held in trust by a trustee of RM2,660,461 (2007: RM1,771,253), representing cash and cash equivalents not available

for use.

(b) Deposits amounting to RM514,616 (2007: RM20,000) which were pledged as security for bank guarantees granted to the

Group.

Other information on fi nancial risks of cash and cash equivalents are disclosed in Note 41.


31 DECEMBER 2008


27 . NON-CURRENT ASSET CLASS IF IED A S HE LD FO R S A LE

2008 RM’000

Land held for property development (Note 14) 14,919

Details of the disposal of land is disclosed in Note 45(d).

28 . S HARE CAP ITAL AND SHARE PREMIUM

Number of Ordinary Shares of RM1 each

2008 2007 ’000 ’000

Authorised:

At 1 January 500,000 500,000

Addition 500,000 –

At 31 December 1,000,000 500,000

Amount

2008 2007

Share Share Share Share Capital Premium Capital Premium RM’000 RM’000 RM’000 RM’000

Issued and fully paid:

At 1 January 259,588 402,673 259,526 402,654

Ordinary shares issued pursuant to ESOS 38 12 62 19

At 31 December 259,626 402,685 259,588 402,673

29 . OTHE R RESER VES

(a) Foreign Currency Translation Reserve

The foreign currency translation reserve is used to record exchange differences arising from the translation of the fi nancial statements

of foreign operations whose functional currencies are different from that of the Group’s presentation currency. It is also used to

record the exchange differences arising from monetary items which form part of the Group’s net investment in foreign operations,

where the monetary item is denominated in either the functional currency of the reporting entity or the foreign operation.

(b) Share Option Reserve

The share option reserve represents the equity-settled share options granted to employees. This reserve is made up of the cumulative

value of services received from employees recorded on grant of share options.


31 DECEMBER 2008


30 . E MP LOYE E S HARE OPT IONS SCHEME (”E S O S ” )

The Company’s Employee Share Options Scheme (“ESOS”) was implemented on 21 September 2005 and is governed by the by-laws

approved by the shareholders at an Extraordinary General Meeting held on 24 June 2005.

The salient terms of the new ESOS are as follows:

(i) The Option Committee has the full discretion in determining the eligibility of executive directors and employees of the Group to

participate in the ESOS provided that they are at the date of offer at least eighteen years of age and are employed by the Group

and have served at least one continuous year with the Group and have been confi rmed their positions in writing.

(ii) The ESOS shall be in force for a period of 10 years from 21 September 2005 to 20 September 2015.

(iii) The total number of shares to be issued under the ESOS shall not exceed in aggregate 10% of the issued share capital of the

Company at any point of time during the tenure of the ESOS and out of which not more than 50% of the shares shall be allocated,

in aggregate, to eligible executive directors and senior management. In addition, not more than 10% of the shares available under

the ESOS shall be allocated to any individual eligible executive director or employee who, either singly or collectively through

person connected to them, holds 20% or more in the issued and paid-up capital of the Company.

(iv) No options shall be granted for less than 1,000 shares or more than the maximum allowable allotment of shares.

(v) The options shall become exercisable to the extent of one-fourth of the shares granted on the grant date and subsequently on

each of the fi rst three anniversaries from the date of grant provided that the option holder is in the employment of the Group

from the Date of Offer to the Date of Expiry.

(vi) The option price for each share shall be the weighted average of the share market price as quoted in the Daily Offi cial List issued

by Bursa Malaysia Securities Berhad for the 5 market days preceding the date on which the option is offered, with a discount

that does not exceed 10% or such other percentage of discount as may be permitted by Bursa Malaysia Securities Berhad or any

other relevant authorities from time to time during the period of ESOS or at the par value of the shares of RM1 each, whichever

is higher.

(vii) An offer made by the Option Committee shall be valid for a period of forty-fi ve days from the date of offer and may be accepted

within this prescribed period by the eligible employees to whom the offer is made by written notice to the Option Committee of

such acceptance accompanied by a payment to the Company of a nominal non-refundable sum of RM1.00 as consideration for

the grant of the option. If the offer is not accepted in the manner aforesaid, such offer shall upon the expiry of the said forty-fi ve

days automatically lapse and be null and void and of no further force and effect.

(viii) All new ordinary shares issued upon exercise of the options granted under the ESOS will rank parri passu in all respects with the

then existing ordinary shares of the Company except that they will not be entitled to any dividend declared prior to the date of

allotment.

The details of share options outstanding at 31 December 2008 are as follows:

Number of Options Over Ordinary Shares of RM1 each

Outstanding Outstanding at at Grant Expiry Exercise 1 January Granted Exercised Forfeited 31 December Date Date Price 2008 2008

16 July 2007 20 September 2015 1.31 10,293,750 – (37,500) (786,200) 9,470,050


31 DECEMBER 2008


30 . E MP LOYEE SHARE OPT IONS SCHEME (” E S O S ” ) (CO N T ’D )

As disclosed in Note 28, options exercised during the fi nancial year resulted in the issuance of 37,500 (2007: 62,500) ordinary shares at

the exercise price of RM1.31 (2007: RM1.31) each.

The fair value of share options granted on 16 July 2007 was estimated by using a black-scholes model, taking into account the terms

and conditions upon which the options were granted. The fair value of share options measured at grant date and the assumptions are

as follows: 2007

Fair values of share options at the following grant date (RM):

– 16 July 2007 0.83

Weighted average share price 1.51

Weighted average exercise price 1.31

Expected volatility (%) 40

Expected life (years) 8

Risk free rate (%) 3.50

The expected life of the options is based on historical data and is not necessarily indicative of exercise patterns that may occur. The

expected volatility refl ects the assumption that the historical volatility is indicative of future trends, which may also not necessarily be the

actual outcome. No other features of the option grant were incorporated into the measurement of fair value.

31 . P ROVIS ION FOR L IAB IL I T IES

Liquidated and Ascertained Infrastructure Damages Costs Total RM’000 RM’000 RM’000

Group

At 1 January 2008 19 2,000 2,019 Additional provision 1,980 – 1,980 Utilisation of provision – (800) (800)

At 31 December 2008 1,999 1,200 3,199

At 1 January 2007 445 5,400 5,845

Utilisation of provision – (3,400) (3,400)

Reversal of provision (426) – (426)

At 31 December 2007 19 2,000 2,019


31 DECEMBER 2008


31 . P ROVIS ION FOR L IAB IL I T IES (CONT ’D)

Liquidated and Ascertained Infrastructure Damages Costs Total RM’000 RM’000 RM’000

Group

At 31 December 2008

Current 19 – 19

Non-current:

Later than 1 year but not later than 2 years 1,980 1,200 3,180

At 31 December 2007

Current 19 – 19

Non-current:

Later than 1 year but not later than 2 years – 2,000 2,000

(a) Liquidated and Ascertained Damages

Provision for liquidated and ascertained damages is in respect of projects undertaken by a subsidiary in the Group. The provision

is recognised for expected liquidated ascertained damages claims based on the terms of the applicable sale and purchase

agreements.

(b) Infrastructure Costs

The infrastructure costs are in respect of the North Klang Valley Expressway tunnel expansion project.

32 . DE FE RRE D TAX L IAB IL I T IES

Group

2008 2007 RM’000 RM’000

At 1 January 78,106 80,870

Recognised in the income statement (Note 10) (6,156) (2,764)

At 31 December 71,950 78,106

Presented after appropriate offsetting as follows:

Deferred tax liabilities 73,440 80,603

Deferred tax assets (1,490) (2,497)

71,950 78,106


31 DECEMBER 2008


32 . DE FE RRED TAX L IAB IL I T IES (CONT ’D )

The components and movements of deferred tax liabilities and assets during the fi nancial year prior to offsetting are as follows:

Deferred tax liabilities of the Group Fair Value Accelerated Adjustment Capital on Business Allowances Combination Others Total RM’000 RM’000 RM’000 RM’000

At 1 January 2008 10,711 65,166 4,726 80,603 Recognised in the income statement (2,395) (4,512) (256) (7,163)

At 31 December 2008 8,316 60,654 4,470 73,440

At 1 January 2007 11,069 69,664 2,976 83,709

Recognised in the income statement (358) (4,498) 1,750 (3,106)

At 31 December 2007 10,711 65,166 4,726 80,603

Deferred tax assets of the Group Unused Tax Losses and Unabsorbed Provision for Capital Liabilities Allowances Others Total RM’000 RM’000 RM’000 RM’000

At 1 January 2008 (519) (487) (1,491) (2,497) Recognised in the income statement 666 47 294 1,007

At 31 December 2008 147 (440) (1,197) (1,490)

At 1 January 2007 (960) (487) (1,392) (2,839)

Recognised in the income statement 441 – (99) 342

At 31 December 2007 (519) (487) (1,491) (2,497)

Deferred tax assets have not been recognised in respect of the following items: 2008 2007 RM’000 RM’000

Unused tax losses 79,675 76,546

Unabsorbed capital allowances 3,048 51

Other deductible temporary differences 7,103 –

The unused tax losses, unabsorbed capital allowances and other deductible temporary differences of the Group are available indefi nitely

for offsetting against future taxable profi ts of the respective entities within the Group, subject to no substantial change in shareholdings

of those entities under the Income Tax Act, 1967 and guidelines issued by the tax authority.

Deferred tax assets have not been recognised in respect of these items as they may not be used to offset taxable profi ts of other subsidiaries

in the Group and they have arisen in subsidiaries that have a recent history of losses.


31 DECEMBER 2008


33 . S INK ING FUND RESER VE

Group

2008 2007 RM’000 RM’000

At 1 January 5,071 4,554

Additions 370 985

Claims made during the fi nancial year – (468)

Transfer to other payables (Note 38) (2,946) –

At 31 December 2,495 5,071

34 . S E CUR ITY RETA INERS

Security retainers are collected from members of the golf and country resort of the Group who joined prior to January 1993. These

security retainers are refundable to the members on cessation of membership, upon the expiry of the term of the membership license

on 9 October 2051 or upon revocation or termination of the membership at its discretion at any time before the expiry date.

2008 2007 RM’000 RM’000

Cost

At 1 January 27,370 27,370

Utilisation (40) –

At 31 December 27,330 27,370

35 . DE FE RRE D L ICENSE FEES

2008 2007 RM’000 RM’000

Cost

At 1 January 86,820 82,339

Additions 2,758 4,481

At 31 December 89,578 86,820

Accumulated amortisation

At 1 January 16,865 15,291

Amortisation during year 1,650 1,574

At 31 December 18,515 16,865

Net carrying amount 71,063 69,955

Current 1,650 1,678

Non-current 69,413 68,277


31 DECEMBER 2008


36 . BORROWINGS Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Short term borrowings

Secured:

Revolving credits 59,501 17,358 48,501 17,358

Bridging loan – 15,769 – –

Term loan – 4,294 – –

59,501 37,421 48,501 17,358

Long term borrowings

Secured:

Revolving credits – – – –

Bridging loan 69,702 – – –

Term loan 13,000 – – –

82,702 – – –

Unsecured:

Convertible preference share 15 – – –

82,717 – – –

Total borrowings

Revolving credits 59,501 17,358 48,501 17,358

Bridging loan 69,702 15,769 – –

Term loan 13,000 4,294 – –

Convertible preference share 15 – – –

142,218 37,421 48,501 17,358

The revolving credits, bridging loan and term loan of the Group are secured by certain assets of the Group and of the Company as follows:

(i) Fixed charge over certain property, plant and equipment as disclosed in Note 13;

(ii) Fixed charge over certain land held for property development and property development costs as disclosed in Note 14;

(iii) Fixed charge over certain investment properties as disclosed in Note 15;

(iv) Fixed charge over certain prepaid land lease payments as disclosed in Note 16;

(v) Fixed and fl oating charge over the assets of certain subsidiaries.

(vi) Legal assignment of all cashfl ows, sale or tenancy agreements, insurance policies, construction contracts, construction guarantees

and performance bonds in relation to a project developed by a subsidiary.

(vii) An undertaking given by Tan Sri Dato’ Tan Chee Sing, a director of the Company.

(viii) Corporate guarantee given by the Company.

Other information on fi nancial risks of borrowings are disclosed in Note 41.


31 DECEMBER 2008


37 . TRADE PAYA BLES

Group

2008 2007 RM’000 RM’000

Trade payables 134,250 105,209

Progress billings in respect of property development costs 5,672 12,366

139,922 117,575

The normal trade credit term granted to the Group ranges from 30 to 90 days (2007: 30 to 90 days).

38 . OTHE R PAYABLES

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Amount due to related parties:

– Subsidiaries – – 42,555 30,019

– Associate (“SJE”) 33,702 33,711 – –

– A director of the Company 276 276 – –

– Shareholders of subsidiaries 3,134 2,308 – –

– Directors of subsidiaries 57 57 – –

Advances from third parties 213 213 – –

Deposits 20,318 10,159 – –

Sundry payables 17,670 19,205 1,264 933

75,370 65,929 43,819 30,952

The amounts due to all related parties are unsecured, interest free and have no fi xed terms of repayment.

Further details on related party transactions are disclosed in Note 40.

Other information on fi nancial risks of other payables are disclosed in Note 41.

39 . CONT INGE NT L IAB IL I TY AND ASSET

Company

2008 2007 RM’000 RM’000

Contingent liability

Unsecured corporate guarantees given to banks

for credit facilities granted to certain subsidiaries 133,000 20,000


31 DECEMBER 2008


39 . CONT INGENT L IAB IL I TY AND ASSE T (CO N T ’D )

Contingent Asset

A subsidiary of the Group has previously awarded a contract to a contractor in respect of a property development project. As at

31 December 2008, it is anticipated that the completion of the said project will be delayed.

No liquidated and ascertained damages has been recognised as income in the fi nancial statements as at 31 December 2008 as the

amount, if any, cannot be properly determined at this juncture, pending evaluation of extension of time to be granted, if any.

40 . S IGNIF ICANT RELATED PARTY TRA N S A CT IO N S

(a) Transactions With Related Parties Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Insurance charges payable to Berjaya-Sompo

Insurance Berhad (Note a) 124 211 14 7

Rental expenses payable to Elite Meridian

Sdn. Bhd. (Note b) 569 569 195 195

Management fees receivable from Aliran Firasat

Sdn. Bhd. (Note b) 60 60 – –

Rental income receivable from Inland Sports and

Recreation Club Sdn. Bhd. (Note b) 423 458 – –

Management fees receivable from fellow subsidiary – – 720 720

Dividend income from subsidiaries – – 16,000 29,000

Rental income receivable from TT Resources Bhd’s

subsidiaries (Note c) 377 377 – –

Rental related deposits receivable from Berjaya

Starbucks Coffee Company Sdn. Bhd. (Note d) 90 – – –


Roasters (M) Sdn. Bhd. (Note d) 71 – – –


Books Sdn. Bhd. (Note d) 109 – – –

Rental related deposits receivable from Cosway

(M) Sdn. Bhd. (Note d) 22 – – –

Rental related deposits receivable from Specialty

Beans Sdn. Bhd., a subsidiary of TT Resources Bhd

(Note c) 244 – – –


31 DECEMBER 2008


40 . S IGNIF ICANT RELATED PARTY TRANSAC T IO N S (CO N T ’D )

(a) Transactions With Related Parties (Cont’d)

Notes:

(a) The company is a subsidiary of Berjaya Capital Berhad, of which Tan Sri Dato’ Tan Chee Sing (“TSDTCS”) is a director.

(b) Companies owned substantially by a director, TSDTCS.

(c) A group in which a director, TSDTCS, has substantial interest.

(d) Companies are subsidiaries of Berjaya Corporation Berhad (“BCB”), of which Tan Sri Dato’ Tan Chee Yioun (“Tan Sri Vincent

Tan”) is a director and major shareholder. Tan Sri Vincent Tan is the brother of a director, TSDTCS. TSDTCS is also a director

of BCB.

The directors are of the opinion that all the transactions above have been entered into in the normal course of business and have

been established on negotiated terms and conditions.

(b) Compensation of Key Management Personnel

The remuneration of directors and other members of key management during the year was as follows:

Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Short-term employee benefi ts 5,538 5,366 304 301

Post-employment benefi ts:

Defi ned contribution plan 610 590 1 1

Share-based payment 825 781 60 60

6,973 6,737 365 362

Included in the total key management personnel are: Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Directors’ remuneration (Note 9) 5,990 5,840 315 294

Executive directors of the Group and the Company and other members of key management have been granted the following

number of options under the Employee Share Options Scheme (“ESOS”):

Group Company

2008 2007 2008 2007 ’000 ’000 ’000 ’000

At 1 January 3,766 – 289 –

Granted 210 3,766 – 289

At 31 December 3,976 3,766 289 289

The share options were granted on the same terms and conditions as those offered to other employees of the Group (Note 30).


31 DECEMBER 2008


41 . F INANCIAL INSTRUMENTS

(a) Financial Risk Management Objectives and Policies

The Group’s fi nancial risk management policy seeks to ensure that adequate fi nancial resources are available for the development

of the Group’s businesses whilst managing its interest rate risks (both fair value and cash fl ow), foreign currency risk, liquidity

risk and credit risk. The Board reviews and agrees policies for managing each of these risks and they are summarised below. It

is, and has been throughout the year under review, the Group’s policy that no trading in derivative fi nancial instruments shall be

undertaken.

(b) Interest Rate Risks

Cash fl ow interest rate risk is the risk that the future cash fl ows of a fi nancial instrument will fl uctuate because of changes in

market interest rates. Fair value interest rate risk is the risk that the value of a fi nancial instrument will fl uctuate due to changes

in market interest rates. As the Group has no signifi cant interest-bearing fi nancial assets, the Group’s income and operating cash

fl ows are substantially independent of changes in market interest rates. The Group’s interest-bearing fi nancial assets are mainly

short term in nature and have been mostly placed in fi xed deposits.

The Group’s interest rate risk arises primarily from interest-bearing borrowings. Borrowings at fl oating rates expose the Group to

cash fl ow interest rate risk. Borrowings obtained at fi xed rates expose the Group to fair value interest rate risk. As at the balance

sheet date, the Group’s interest rate exposure is mainly derived from fl oating rate borrowings.

The following tables set out the carrying amounts, the range of applicable interest rate during the year and the remaining maturities

of the Group’s and the Company’s fi nancial instruments that are exposed to interest rate risk:

Range of Interest Within 2 – 3 Note Rate 1 Year Years Total % RM’000 RM’000 RM’000

At 31 December 2008

Group

Floating rate

Deposits with licensed banks 26 3 – 3.15 27,930 – 27,930 Revolving credits 36 6.1 – 8.5 59,501 – 59,501 Bridging loan 36 6.6 – 69,702 69,702 Term loan 36 5.7 – 13,000 13,000

Company

Floating rate

Deposits with licensed banks 26 3.1 819 – 819 Revolving credits 36 6.1 – 8.5 48,501 – 48,501


31 DECEMBER 2008


41 . F INANCIAL INSTRUMENTS (CONT ’D)

(b) Interest Rate Risks (Cont’d)

Range of Interest Within 2 – 3 Note Rate 1 Year Years Total % RM’000 RM’000 RM’000

At 31 December 2007

Company

Floating rate

Deposits with licensed banks 26 2.20 – 3.65 38,995 – 38,995

Revolving credits 36 8.50 17,358 – 17,358

Bridging loan 36 8.00 15,769 – 15,769

Term loan 36 8.00 4,294 – 4,294

Company

Floating rate

Deposits with licensed banks 26 3.65 849 – 849

Revolving credits 36 8.50 17,358 – 17,358

(c) Liquidity Risk

The Group actively manages its debt maturity profi le, operating cash fl ows and the availability of funding so as to ensure that

all refi nancing, repayment and funding needs are met. As part of its overall prudent liquidity management, the Group maintains

suffi cient levels of cash or cash convertible investments to meet its working capital requirements. In addition, the Group strives

to maintain available banking facilities of a reasonable level to its overall debt position.

(d) Credit Risk

The Group’s credit risk is primarily attributable to trade receivables. The Group trades only with recognised and creditworthy third

parties. It is the Group’s policy that all customers who wish to trade on credit terms are subject to credit verifi cation procedures.

In addition, receivable balances are monitored on an ongoing basis and the Group’s exposure to bad debts is not signifi cant.

The credit risk of the Group’s other fi nancial assets, which comprise cash and cash equivalents, marketable securities and non-

current investments, arises from default of the counterparty, with a maximum exposure equal to the carrying amount of these

fi nancial assets.

The Group does not have any signifi cant exposure to any individual customer or counterparty nor does it have any major

concentration of credit risk related to any fi nancial assets.


31 DECEMBER 2008


41 . F INANCIAL INSTRUMENTS (CONT ’D )

(e) Fair Values

The aggregate net fair values of fi nancial assets and liabilities which are not carried at fair value on the balance sheets of the

Group and of the Company as at the end of the fi nancial year are as follows:

Group Company

Carrying Carrying Amount Fair Value Amount Fair Value RM’000 RM’000 RM’000 RM’000

Financial assets

As at 31 December 2008:

Other investments (Note 19) 26,600 26,600 312 312

Marketable securities (Note 25) 23,696 23,696 – – Security retainers accumulation fund (Note 20) 2,858 z – – Amounts due from subsidiaries (Note 24) – – 443,511 *


Other investments (Note 19) 24,237 53,086 @ 312 312

Marketable securities (Note 25) 23,946 30,187 – –

Security retainers accumulation fund (Note 20) 2,678 z – –

Amounts due from subsidiaries (Note 24) – – 397,568 *

Financial liabilities


Provision for liabilities (Note 31) 3,199 # – – Security retainers (Note 34) 27,330 # – – Amounts due to subsidiaries (Note 38) – – 42,555 – Amounts due to an associate (Note 38) 33,702 * – – Amounts due to other related parties (Note 38) 3,467 * – –


Provision for liabilities (Note 31) 2,019 # – –

Security retainers (Note 34) 27,370 # – –

Amounts due to subsidiaries (Note 38) – – 30,019 *

Amounts due to an associate (Note 38) 33,711 * – –

Amounts due to other related parties (Note 38) 2,641 * – –

z It is not practical to estimate the fair value because of the lack of quoted market prices and the inability to estimate fair value

without incurring excessive costs. However, the carrying amount represents the approximate recoverable values.

* It is not practical to estimate the fair value of amounts due from/to subsidiaries, associates and other related parties due

principally to a lack of fi xed repayment term entered into by the parties involved and without incurring excessive costs. However,

the Group does not anticipate the carrying amounts recorded at the balance sheet date to be signifi cantly different from the

values that would eventually be received or settled.

# The carrying value of security retainers and provision for liabilities is expected to approximate fair value and would not be

signifi cantly different from the value that would eventually be settled.

@ Please refer to Note 19(a) for details.


31 DECEMBER 2008


41 . F INANCIAL INSTRUMENTS (CONT ’D)

(e) Fair Values (Cont’d)

The following methods and assumptions are used to estimate the fair values of the following classes of fi nancial instruments:

(i) Cash and Cash Equivalents, Receivables/Payables and Short Term Borrowings

The carrying amounts approximate fair values due to the relatively short term maturity of these fi nancial instruments.

(ii) Other Investments and Marketable Securities

The fair value of quoted shares and loan stocks is determined by reference to stock exchange quoted market bid prices at

the close of the business on the balance sheet date. The fair value of corporate golf club memberships is determined by

reference to market value of the membership.

(iii) Provision for Liabilities

The carrying amount of provisions approximate their fair values.

42 . OP E RAT ING LEASE ARRANGEMENTS

(a) The Group as Lessee

The Group has entered into non-cancellable operating lease agreements for the use of offi ce premises and equipment. These

leases have an average life of 3 years with renewal or purchase option included in the contracts. There are no restrictions placed

upon the Group by entering into these leases.

The future aggregate minimum lease payments under non-cancellable operating leases contracted for as at the balance sheet

date but not recognised as liabilities, are as follows: Group Company

2008 2007 2008 2007 RM’000 RM’000 RM’000 RM’000

Future minimum rentals payments:

Not later than 1 year 673 573 195 195

Later than 1 year and not later than 5 years 376 149 – 25

1,049 722 195 22

The lease payments recognised in profi t or loss during the fi nancial year are disclosed in Note 7.

(b) The Group as Lessor

The Group has entered into cancellable operating lease agreements on its investment property portfolio. These leases have

remaining cancellable lease terms of between 2 and 40 years. All leases include a clause to enable upward revision of the rental

charge on an annual basis based on prevailing market conditions.


31 DECEMBER 2008


42 . OP E RAT ING LEASE ARRANGEMENTS (CO N T ’D )

(b) The Group as Lessor (Cont’d)

The future minimum lease payments receivable under cancellable operating leases contracted for as at the balance sheet date but

not recognised as receivables, are as follows: Group

2008 2007 RM’000 RM’000

Not later than 1 year 17,547 3,036

Later than 1 year and not later than 5 years 38,242 3,152

Later than 5 years 31,937 –

87,726 6,188

43 . COMMITMENTS

Group

2008 2007 RM’000 RM’000

Capital expenditure

Approved and contracted for:

– Property development costs – 40,000

– Land held for property development* 26,552 42,716

– Property, plant and equipment/property development costs

(mixed development in respect of a commercial and residential project) 72,150 204,364

Tropicana City Mall operating expenses

Approved and contracted for:

– Transportation expenses 460 –

99,162 287,080

* Subsequent to 31 December 2008, a subsidiary had given notice to the vendor to terminate the sale and purchase agreement to acquire

the land. Therefore, the capital expenditure of RM26,552,000 would not be incurred. Details are as disclosed in Note 45(c).

44 . S E GME NTAL INFORMAT ION

(a) Business Segments:

The Group operates principally in Malaysia and is organised into three major business segments as follows:

(i) Real property and resort – development of residential and commercial properties and provision of golfi ng and other

development sporting and recreational facilities

(ii) Property investment – Operation of clubhouse and shopping mall

(iii) Investment income – Investment income

Inter-segment transactions have generally been entered into in the normal course of business and established on terms and

conditions that are not materially different from those obtainable in transactions with unrelated parties.

(b) Geographical Segments:

No segmental information is provided on a geographical basis as the Group’s activities are carried out predominantly in Malaysia.


31 DECEMBER 2008


44

. S

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– 12

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5


31 DECEMBER 2008


45 . S IGNIF ICANT AND SUBSEQUENT EVE N TS

(a) The Company had obtained the approval of the shareholders of the Company for the following corporate exercise at the Extraordinary

General Meeting (“EGM”) held on 25 June 2008:

(i) A renounceable two-call rights issue of up to 214,115,875 Rights Shares in the Company together with up to 142,743,917

Warrants at an issue price of RM1.00 per Rights Share (of which the fi rst call of RM0.80 is payable in cash on application

and the second call of RM0.20 is capitalised from the Company’s share premium account) on the basis of three Rights

Shares together with two free Warrants for every four existing Shares held in the Company. (“Proposed Rights Issue with

Warrants”)

Subsequent to the year end, the Company has on 23 March 2009 obtained approval from the Securities Commission for

further extension of time up to 27 September 2009, for the Company to implement and complete the Proposed Rights

Issue with Warrants.

(ii) Increase in the authorised share capital of the Company from RM500,000,000 comprising 500,000,000 shares of RM1.00

each to RM1,000,000,000 comprising 1,000,000,000 shares of RM1.00 each.

(iii) Amendments to the Memorandum and Articles of Association of the Company on the increase in authorised share capital

as described in Note 45(a)(ii) above.

(iv) Proposed exemption sought by Tan Sri Dato’ Tan Chee Sing (“TSDTCS”) for an exemption under Practice Note 2.9.1 of the

Malaysian Code on Take-Overs and Mergers, 1998 (“Code”) from the obligation to undertake a mandatory offer for the

remaining shares in the Company not already owned by TSDTCS and parties acting in concert with him, namely Golden

Diversity Sdn Bhd and Impeccable Ace Sdn Bhd upon the completion of the Proposed Rights Issue With Warrants in the

Company (“Proposed Exemption”).

The Securities Commission has on 23 July 2008 approved the Proposed Exemption sought by TSDTCS.

(b) On 6 February 2008, an indirect wholly owned subsidiary, Nadi Jelita Sdn Bhd (“NJSB”) entered into sales and purchase agreement

to acquire 4 parcels of freehold agriculture lands comprised within master title HS(D) 27278 Lot PT 137, Pekan Jenjarom, Daerah

Kuala Langat, Selangor, measuring an aggregate land area of approximately 93.418 acres for a total cash consideration of

RM29,502,339.

However, the conditions precedent have not been fulfi lled by the vendor within the stipulated timeframe. NJSB has on 25 February

2009 given notice to the vendor to terminate the sales and purchase agreement. As at the date of this fi nancial statements, the

vendor has yet to refund the deposit of RM2,950,234 to NJSB.

(c) On 20 February 2008, a wholly owned subsidiary, Dijaya Property Sdn. Bhd., had entered into two sale and purchase agreements

to acquire two parcels of freehold agriculture land, GRN 44674 Lot 1339 measuring approximately 22.843 acres and GM897

Lot 1244 measuring approximately 3.925 acres, both located in Mukim Cheras, District of Hulu Langat, Selangor for a total cash

consideration of RM18,656,292.

The transaction was completed on 13 June 2008.


31 DECEMBER 2008


45 . S IGNIF ICANT AND SUBSEQUENT EVENTS (CO N T ’D )

(d) On 15 February 2007, an indirect wholly owned subsidiary, Mawar Hebat Sdn. Bhd. (“MHSB”), entered into a development

agreement with Ivory Associates Sdn. Bhd. (“IASB”) to make available its land held for property development to IASB for housing

development. The land is located at Mukim Hulu Bernam Timur, Daerah Batang Padang, Negeri Perak with a total land area of

approximately 500 acres.

In consideration of the development to be carried out by IASB, IASB is entitled to 70% of the Gross Development Value of the

housing development and MHSB is entitled to 30% or a minimum sum of not less than RM25,000,000.

Pursuant to clause 21.2 of the development agreement, MHSB is entitled to request IASB to pay the minimum sum of RM25,000,000

after twelve months from the date of the development agreement, subject to MHSB delivering the original land titles for the

development land to IASB.

The fi nal balance of minimum sum of RM25,000,000 was received by MHSB on 9 March 2009 and accordingly the development

land is deemed disposed on that date.

(e) On 12 November 2007, NJSB and Aliran Firasat Sdn Bhd (“AFSB”), a company owned substantially by TSDTCS, have entered into

a Joint Venture Agreement (“JVA”) wherein NJSB shall develop the parcel of land held under HS(D) 226728, PT No. 9504, Pekan

Baru Sungai Buloh, District of Petaling, State of Selangor owned by AFSB into an integrated development comprising shop offi ces

together with car park facilities and other necessary infrastructures.

The maximum costs and expense of the project attributable to NJSB shall not exceed RM40,000,000. NJSB shall complete the

project within 6 years from the date of fi rst approval of the plans for the fi rst phase by the relevant authority.

NJSB’s and AFSB’s entitlement to the project is 60% and 40% respectively of the gross development value and the proportionate

undivided share of land in the land of the project.

(f) On 30 March 2008, Dijaya-Malind Properties (India) Private Limited (“DMPI”), an indirect subsidiary of the Company, had

allotted 64,000 equity shares of INR10 each to Dijaya-Malind JV (Mauritius) Limited (“DMJVL”), another indirect subsidiary of the

Company, thus increasing DMJVL’s shareholdings in DMPI to 73,999 equity shares. On 14 April 2008, DMJVL acquired an additional

1 equity share of INR10 in DMPI from Dijaya (Mauritius) Limited, a wholly owned subsidiary of the Company, for a total purchase

consideration of INR10. Therefore, the total shareholding of DMJVL in DMPI was increased to 74,000 equity shares, representing

74% of the enlarged issued and paid up share capital of DMPI.

On 20 October 2008, DMPI issued 800,000 convertible preference shares of INR10 each to DMJVL. The convertible preference

shares have the following terms and conditions:-

(i) The shares shall carry a right to dividend of 11% per annum in relation to the capital paid up on them subject to DMPI

making profi ts;

(ii) The holders of the said shares shall have a right to attend General Meetings of DMPI and vote on resolutions directly affecting

their interests or where the dividends in respect thereof are in arrears;

(iii) In a winding up, the holders of the said shares shall be entitled to a preferential right of return of the amount paid up on

the shares together with arrears of dividend due on the due date of winding up but shall not have any further right or claim

over the surplus assets of DMPI; and

(iv) The shares shall be compulsorily convertible at the end of the third year from the date of issue at par value only.


31 DECEMBER 2008


45 . S IGNIF ICANT AND SUBSEQUENT EVE N TS (CO N T ’D )

(g) On 22 December 2008, the Company disposed its entire equity interests in Tropicana Mall Management Sdn. Bhd. (formerly

known as Dijaya Digital Sdn. Bhd.), Tropicana City Management Sdn. Bhd. (formerly known as Malaysian PR Services Sdn. Bhd.)

and Tropicana City Parking Sdn. Bhd. (formerly known as Banjaran Mutiara Sdn. Bhd.) to Tropicana City Sdn. Bhd. (formerly known

as Dijaya Land Sdn. Bhd.), an indirect wholly owned subsidiary of the Company, for a total cash consideration of RM7.

On 22 December 2008, a subsidiary, Tropicana Golf & Country Resort Berhad, also disposed its entire equity interest in Tropicana

City Service Suites Sdn. Bhd. (formerly known as Desiran Idaman Sdn. Bhd.) to Tropicana City Sdn. Bhd. for cash consideration of

RM1,000,000 only.

(h) Nadi Jelita Sdn Bhd had on 30 January 2009 entered into a sale and purchase agreement with Quek Cham Hong, an Executive

Director of the Company and Madam Khoo Ming Fong to sell one unit of 3-storey shop-offi ce in the commercial development

known as TSB located in Sungai Buloh for a total consideration of RM1,188,800.

46 . COMPARAT IVES

The following balance sheets comparative fi gures have been reclassifi ed in respect of revaluation surplus arising from business combination

in prior years. The reclassifi cation is to conform with current year’s presentation.

As Previously As Stated Restatement Restated RM RM RM

As at 31 December 2007

Balance sheet

Property, plant and equipment 360,683 (122,126) 238,557

Land held for property development 45,456 35,297 80,753

Prepaid land lease payments 42,033 86,829 128,862


31 DECEMBER 2008

I/We (full name in block capitals)

NRIC No./Company No. CDS Account No.

of (full address)

being a member/members of DIJAYA CORPORATION BERHAD hereby appoint (full name as per NRIC in block capitals)

NRIC No.

of (full address)

or failing him/her NRIC No.

of (full address)

or failing him/her, the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf at the Thirtieth (30th) Annual General

Meeting of the Company to be held at Ballroom 1, Tropicana Golf & Country Resort, Jalan Kelab Tropicana, 47410 Petaling Jaya,

Selangor Darul Ehsan on Thursday, 25 June 2009 at 10.30 a.m. or any adjournment thereof.

NO. RESOLUTIONS FOR AGAINST

1. To receive and adopt the Audited Financial Statements of the Company for the year ended 31 December 2008 and the Reports of the Directors and Auditors thereon.

2. To declare a first and final dividend of 2% per share less 25% Malaysian Income Tax for the year ended 31 December 2008.

3. To re-elect Mr. Tong Kien Onn as Director.

4. To re-elect Mr. Quek Cham Hong as Director.

5. To re-elect Encik Roslan Bin Hj Yahya as Director.

6. To re-elect Mr. Dickson Tan Yong Loong as Director.

7. To re-appoint Dato’ Ahmad Hassan Bin Osman as Director.

8. To approve the payment of Directors’ fees amounting to RM246,000.00 for the year ended 31 December 2008 (2007 : RM228,500.00).

9. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their remuneration.

10. Special Business – Ordinary Resolution:-

To authorise Directors to issue shares up to 10% of the issued capital for the time being.

Please indicate with an “X” in the appropriate spaces how you wish your votes to be cast. In the absence of specifi c directions, your proxy

will vote or abstain from voting at his discretion.

Signature/Seal of Shareholder(s)

Signed this day of 2009

Notes:(i) A member entitled to attend and vote at the meeting is entitled to appoint a proxy or proxies (subject always to a maximum of two (2) proxies) to attend

and vote in his/her stead. A proxy may but need not be a member of the Company.

(ii) To be valid, the instrument appointing a proxy or proxies, under the hand of the appointer or his attorney duly authorised in writing, must be completed and deposited at the Company’s Registered Offi ce at Lot 302, 3rd Floor, Wisma Dijaya, No. 1A, Jalan SS20/1, Damansara Utama, 47400 Petaling Jaya, Selangor Darul Ehsan not less than 48 hours before the time set for holding the meeting or at any adjournment thereof.

(iii) Where a member is an authorised nominee as defi ned under the Securities Industry (Central Depositories) Act, 1991, it may appoint at least one (1) proxy in respect of each Securities Account it holds with ordinary shares of the Company standing to the credit of the said Securities Account.

(iv) If the appointer is a corporation, the instrument appointing a proxy must be executed under its seal or under the hand of its attorney.

Proxy Form

No. of shares held

DIJAYA CORPORATION BERHAD(47908-K)

Incorporated in Malaysia

1st fold here

2nd fold here

Affi xStamp

Dijaya Corporation BerhadLot 302, 3rd Floor, Wisma DijayaNo. 1A, Jalan SS 20/1Damansara Utama47400 Petaling JayaSelangor Darul Ehsan

www.DIJAYA.com.my

dijaya corporation berhad annual report 2008ii) to be valid, the instrument appointing a proxy or...

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