Berjaya Financial Report PDF
Berjaya Financial Report PDF
Berjaya Financial Report PDF
32 Directors Report
38 Statement by Directors
38 Statutory Declaration
40 Balance Sheets
41 Income Statements
The Directors present their report together with the audited financial statements of the Group and of the Company
for the financial year ended 30 April 2004.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and the provision of management services to its
subsidiary companies.
There have been no significant changes in the nature of the Group's activities during the financial year.
RESULTS
Group Company
RM'000 RM'000
1,537,540 1,841,205
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed
in the financial statements.
In the opinion of the Directors, the results of the Group and of the Company during the financial year were not
substantially affected by any item, transaction or event of a material and unusual nature other than as disclosed
in Note 30 to the financial statements and the effects arising from the changes in accounting policies which
resulted in prior year adjustments as disclosed in Note 34 to the financial statements.
DIVIDENDS
On 22 June 2004, the Company declared a first interim dividend of 5% less 28% income tax in respect of the
financial year ended 30 April 2004 on 867,175,056 ordinary shares, amounting to RM31,218,302 (3.60 sen net per
share) which is payable on 20 September 2004. The financial statements for the current financial year do not
reflect this dividend. This dividend will be accounted for in the shareholders' equity as an appropriation of retained
profits in the financial year ending 30 April 2005.
(a) Eligible persons are employees of the Company and its non-listed Malaysian incorporated subsidiary companies
which are not dormant (including full-time Executive Directors and contract employees with renewed contract
term of at least three continuous years in aggregate) in the employment of the Group with at least one year
service as at the offer date and all full-time foreign employees of the Group who are in service for at least
three years as at the offer date. Staff who has been granted an option under the Company's previous scheme
are only allowed to participate in this new Scheme if they have completed at least five years of continuous
service in the Group.
(b) The total number of shares to be offered shall not exceed 10% of the enlarged issued and paid-up ordinary
share capital of the Company at any point of time during the existence of the Scheme.
(c) No option shall be granted for less than 1,000 ordinary shares and not more than 500,000 ordinary shares to
any individual eligible employee.
(d) The option price shall be the average of the mean market quotation of the shares as shown in the daily official
list issued by Bursa Malaysia Securities Berhad for the five trading days preceding the offer date, or at par value
of the shares of the Company, whichever is higher.
(e) The Scheme shall be in force at the discretion of the Committee appointed by the Board of Directors subject
to the maximum period of five years from the date of its approval by the Company in a general meeting or
the date of the last approval by relevant authorities, whichever shall be the latest date subject to any extension
as may be approved by the aforesaid authorities.
(f) The maximum allowable allotment for each eligible employee is eighteen times their basic monthly salary for
the financial year of the Company preceding the date of offer subject to a maximum of 500,000 shares that
can be offered to an eligible employee. The criteria for the basis of allotment would be 50% based on length
of service and 50% based on performance over a period of 5 years.
Options exercisable in a particular year but not exercised can be carried forward to the subsequent years
provided that no options shall be exercised beyond the date of expiry of the Scheme.
23,360,000
Exercised during the financial year -
As at the end of the financial year, the unissued shares under option were as follows:
Number of
ordinary shares Option price
of RM1 each RM
23,360,000
DIRECTORS
The names of the Directors of the Company in office since the date of the last report and at the date of this
report are:
DIRECTORS' BENEFITS
Neither at the end of the financial 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 benefits 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 Employees' Share Option Scheme.
Since the end of the previous financial year, no Director has received or become entitled to receive a benefit
(other than benefits included in the aggregate amount of emoluments received or due and receivable by the
Directors as shown in the financial statements or the fixed 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 firm of which he
is a member, or with a company in which he has a substantial financial interest.
DIRECTORS' INTERESTS
The following Directors who held office at the end of the financial year had, according to the register required to
be kept under Section 134 of the Companies Act, 1965, an interest in shares, options, warrants and debentures of
the Company and related corporations as stated below:
THE COMPANY
No. of Ordinary Shares of RM1.00 each
RELATED COMPANIES
No. of Ordinary Shares of RM1.00 each
Other than as disclosed above, none of the other Directors in office at the end of the financial year had any
interest in shares in the Company or its related corporations during the financial year.
SHARE CAPITAL
During the financial year, the Company increased its issued and fully paid-up share capital from RM867,170,056 to
RM867,175,056 by issuing 5,000 new ordinary shares of RM1.00 each when RM8,000 nominal value of 5% Irredeemable
Convertible Unsecured Loan Stocks 1999/2009 ("ICULS 1999/2009") were converted into shares at the rate of RM1.60
nominal value of ICULS 1999/2009 for one fully paid ordinary share.
(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 satisfied 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 values 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.
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the financial
statements of the Group and of the Company inadequate to any substantial extent; and
(ii) the values attributed to the current assets in the financial statements of the Group and of the Company
misleading.
(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 financial statements of the Group and of the Company which would render any amount stated in
the financial statements misleading.
(i) any charge on the assets of the Group or of the Company which has arisen since the end of the financial
year which secures the liabilities of any other person; and
(ii) any contingent liability of the Group or of the Company which has arisen since the end of the financial
year.
(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 financial year which will or may affect the ability of the
Group or of the Company to meet their obligations as and when they fall due; and
(ii) no item, transaction or event of a material and unusual nature has arisen in the interval between the end
of the financial 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 financial year in which this report is made.
AUDITORS
The auditors, Ernst & Young, have expressed their willingness to continue in office.
TAN SRI DATO' THONG YAW HONG DATO' ROBIN TAN YEONG CHING
We, TAN SRI DATO' THONG YAW HONG and DATO' ROBIN TAN YEONG CHING, being two of the Directors of
BERJAYA LAND BERHAD, do hereby state that, in the opinion of the Directors, the accompanying financial
statements set out on pages 40 to 104 are drawn up in accordance with applicable Approved Accounting
Standards in Malaysia and the provisions of the Companies Act, 1965 so as to give a true and fair view of:
(i) the state of affairs of the Group and of the Company as at 30 April 2004 and of the results of the business of the
Group and of the Company for the year ended on that date; and
(ii) the cash flows of the Group and of the Company for the year ended 30 April 2004.
TAN SRI DATO' THONG YAW HONG DATO' ROBIN TAN YEONG CHING
STATUTORY DECLARATION
pursuant to section 169(16) of the Companies Act, 1965
I, DATUK ROBERT YONG KUEN LOKE, being the Director primarily responsible for the financial management of
BERJAYA LAND BERHAD, do solemnly and sincerely declare that the accompanying financial statements set out
on pages 40 to 104 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.
Before me,
We have audited the financial statements set out on pages 40 to 104. These financial statements are the
responsibility of the Company's Directors. Our responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those
standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by the Directors, as well as evaluating the overall presentation of the financial
statements. We believe that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies
Act, 1965 and applicable Approved Accounting Standards in Malaysia so as to give a true and fair view of:
(i) the financial position of the Group and of the Company as at 30 April 2004 and of the results and the cash
flows of the Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements;
and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by
its subsidiary companies of which we have acted as auditors have been properly kept in accordance with
the provisions of the Act.
We have considered the financial statements and the auditors' reports thereon of the subsidiary companies of
which we have not acted as auditors, as indicated in Note 43 to the financial statements, being financial statements
that have been included in the consolidated financial statements.
We are satisfied that the financial statements of the subsidiary companies that have been consolidated with the
financial statements of the Company are in form and content appropriate and proper for the purposes of the
preparation of the consolidated financial statements and we have received satisfactory information and
explanations required by us for those purposes.
The auditors' reports on the financial statements of the subsidiary companies were not subject to any qualification
material to the consolidated financial statements and did not include any comment required to be made under
Section 174(3) of the Act.
GROUP COMPANY
5% Irredeemable
Convertible Unsecured Loan Stocks 23 588,659 640,993 894,449 894,457
Retirement benefit obligations 19 2,717 2,339 - -
Long term liabilities 24 1,760,540 1,889,900 977,747 1,093,324
Deferred tax liabilities 25 167,197 140,878 9,129 1,826
GROUP COMPANY
Non-
distributable Distributable
Share Share Exchange Retained
capital premium reserve profit Total
Note RM'000 RM'000 RM'000 RM'000 RM'000
GROUP
At 1 May 2002:
- as previously reported 866,646 934,105 19,770 1,606,905 3,427,426
- prior year adjustments 34 - - - (6,019) (6,019)
Deconsolidated on dilution in
equity interest in a subsidiary company - - 27,533 - 27,533
At 1 May 2003:
- as previously reported 867,170 934,141 54,455 1,490,709 3,346,475
- prior year adjustments 34 - - - (3,790) (3,790)
Issuance pursuant to
conversion of ICULS 1999/2009 5 3 - - 8
Distributable
Share Share Retained
capital premium profit Total
RM'000 RM'000 RM'000 RM'000
COMPANY
GROUP
2004 2003
Note RM'000 RM'000
CASH FLOWS FROM OPERATING ACTIVITIES
GROUP
2004 2003
Note RM'000 RM'000
CASH FLOWS FROM FINANCING ACTIVITIES
(a) Other receipts in operating activities comprise mainly rental income, deposits received, staff housing loan
interest income, Sarawak state sales tax received on behalf of the State government and sundry income.
(b) Analysis of the effects of subsidiary companies disposed and acquired in the previous financial year:
Subsidiary Subsidiary
disposed acquired
RM'000 RM'000
(c) Analysis of the effects of the deconsolidation of a subsidiary company in the previous financial year:
RM'000
(d) The additions in property, plant and equipment were acquired by way of:
2004 2003
RM'000 RM'000
72,974 59,460
(e) This represents dividend income and sale proceeds of securities in respect of the Group's quoted investments
that have been pledged to financial institutions for credit facilities granted to the holding and related companies
before the inception of the Revamped Listing Requirements of the Bursa Malaysia Securities Berhad. Such
dividend income and sale proceeds were paid directly to the financial institutions concerned and accordingly,
have been reflected as advances to the ultimate holding and related companies.
(f) The closing cash and cash equivalents comprise the following:
2004 2003
RM'000 RM'000
77,099 52,058
Included in the Group's deposits with financial institutions and cash and bank balances are amounts of
RM11,095,000 (2003 : RM2,601,000) and RM1,000,000 (2003 : RM Nil) respectively pledged for banking facilities
granted to the Company and its subsidiary companies.
Company
2004 2003
Note RM'000 RM'000
CASH FLOWS FROM OPERATING ACTIVITIES
(a) The additions in property, plant and equipment were acquired by way of:
Company
2004 2003
RM'000 RM'000
655 146
(b) This represents dividend income and sale proceeds of securities in respect of the Company's quoted investments
that have been pledged to financial institutions for credit facilities granted to the holding and related companies
before the inception of the Revamped Listing Requirements of the Bursa Malaysia Securities Berhad. Such
dividend income and sale proceeds were paid directly to the financial institutions concerned and accordingly,
have been reflected as advances to the ultimate holding and related companies.
(c) The closing cash and cash equivalents comprise the following:
Company
2004 2003
RM'000 RM'000
(40,677) (58,201)
The deposits with financial institutions amounting to RM11,026,000 (2003 : RM2,191,000) are pledged for banking
facilities granted to the Company.
1 CORPORATE INFORMATION
The principal activities of the Company are investment holding and the provision of management services to
its subsidiary companies. The principal activities of the subsidiary companies consist of:
There have been no significant changes in the nature of the Group's activities during the financial year.
The Company is a public limited liability company, incorporated and domiciled in Malaysia, and is listed on
the Main Board of Bursa Malaysia Securities Berhad.
The registered office of the Company is located at 11th Floor, Menara Berjaya, KL Plaza, 179 Jalan Bukit Bintang,
55100 Kuala Lumpur. The principal place of business of the Company is located at 13th Floor, Menara Berjaya,
KL Plaza, 179 Jalan Bukit Bintang, 55100 Kuala Lumpur.
The immediate and ultimate holding company of the Company is Berjaya Group Berhad ("BGB"), a company
incorporated in Malaysia and listed on the Main Board of Bursa Malaysia Securities Berhad.
Related companies in these financial statements refer to member companies of the BGB group of companies
other than subsidiary companies of the Company.
The number of employees in the Group and in the Company at the end of the financial year were 5,006 and
110 (2003 : 4,552 and 86) respectively.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of
the Directors on 26 August 2004.
Subsidiary companies are those entities controlled by the Company. Control exists when the Company
has the power, directly or indirectly, to govern the financial and operating policies of an enterprise so as to
obtain benefits from its activities. Subsidiary companies are consolidated using the acquisition method of
accounting.
Under the acquisition method of accounting, the results of subsidiary companies acquired or disposed of
during the financial year are included in the consolidated financial statements from the effective date of
acquisition or up to the effective date of disposal, as appropriate. The assets and liabilities of a subsidiary
company are measured at their fair values at the date of acquisition and these values are reflected in the
consolidated balance sheet. The difference between the acquisition cost and the fair values of the Group's
share of net assets of the acquired subsidiary company at the date of acquisition is included in the
consolidated balance sheet as goodwill or negative goodwill arising from consolidation, as appropriate.
Minority interests in the consolidated balance sheet consist of the minorities' share of fair value of the
identifiable assets and liabilities of the acquiree as at acquisition date and the minorities' share of
movements in the acquiree's equity since then.
Under the equity method of accounting, the Groups share of results of associated companies during the
financial year is included in the consolidated financial statements. The Group's share of results of associated
companies acquired or disposed of during the year, is included in the consolidated income statement
from the date that significant influence effectively commences or until the date that significant influence
effectively ceases, as appropriate.
Unrealised gains on transactions between the Group and the associated companies are eliminated to
the extent of the Group's interest in the associated companies. Unrealised losses are eliminated unless
cost cannot be recovered.
The Group's interest in associated companies is carried in the consolidated balance sheet at cost plus
the Group's share of post-acquisition retained profits or accumulated losses and other reserves, less
impairment losses.
Hotel properties comprise hotel land, building and integral plant and machinery. It is the Group's practice
to maintain these properties at a high standard and condition such that residual values are at least equal
to book values and consequently, depreciation would be insignificant. Accordingly, no depreciation is
provided on freehold hotel properties or those hotel properties with unexpired lease tenure of 50 years or
more. The related maintenance expenditure is dealt with in the income statement.
To establish whether the residual values of the hotel properties are at least equal to their respective book
values, all hotel properties are appraised by independent professional valuers at least once in every five
years based on open market value. Where the residual values of the hotel properties are less than their
respective book values, a write down of book values to its recoverable amounts will be made. The amount
of reduction will be recognised as an expense in the income statement.
Freehold land, long term leasehold land (with an unexpired lease period of 50 years or more) and capital
work-in-progress are not depreciated. The Directors are of the opinion that the long term leasehold land
has a residual value that will not be materially different from its cost. The depreciation charges are not
expected to be material in view of its long useful life. Had the long term leasehold land been amortised
over its useful life, there will be an additional depreciation charge of RM697,000 to the income statement.
Short term leasehold land, if any, is amortised on a straight line basis over the remaining period of the
lease. All other property, plant and equipment are depreciated over their estimated useful lives on a
straight-line basis.
Depreciation on assets under construction commences when the assets are ready for their intended use.
Others comprise mainly linen, silverware, cutleries, kitchen utensils and recreational livestocks and apparatus.
Such assets are transferred to development properties when significant development work has been
undertaken and are expected to be completed within the normal operating cycle.
Goodwill arising on the acquisition of subsidiary companies is presented separately in the balance sheet
while goodwill arising on the acquisition of associated companies and jointly controlled entities is included
within the carrying amount of investments in associated companies and investments in jointly controlled
entities respectively.
Goodwill or negative goodwill is not amortised. Goodwill is reviewed at each balance sheet date and will
be written down for impairment when it is considered necessary.
Right to the Special Cash Sweep Lottery royalty revenue held by a subsidiary company is amortised to the
income statement over the period of the right of 30 years, commencing 9 November, 1999.
Development properties are stated at cost and where appropriate, include attributable profit less progress
billings received and receivable. Cost includes land cost, development expenditure, interest cost incurred
during the period of active development and an allocation of common project expenses.
Attributable profit on development in progress is determined by reference to the stage of completion. The
stage of completion method is determined by reference to the costs incurred to date to the total estimated
costs where the outcome of the projects can be reliably estimated. Allowance is made for foreseeable
losses where appropriate.
(j) Inventories
Inventories comprise stores and consumables, ticket inventories, gaming equipment components and
parts which are stated at the lower of cost and net realisable value. Cost is determined on a first-in-first-
out basis.
Property inventories are stated at the lower of cost and net realisable value. Cost includes the relevant
cost of land, development expenditure and related interest cost incurred during the development period.
Net realisable value represents the estimated selling price less all estimated costs to be incurred in marketing,
selling and distribution.
(k) Leases
(i) Finance leases and hire purchase arrangements
Assets acquired by way of hire purchase or finance leases are stated at an amount equal to the lower
of their fair values and the present value of the minimum lease payments at the inception of the
leases, less accumulated depreciation and impairment loss. The corresponding liability is included in
the balance sheet as liabilities. In calculating the present value of the minimum lease payments, the
discount factor used is the interest rate implicit in the lease, when it is practical to determine; otherwise,
the Companys incremental borrowing rate is used. Lease payments are apportioned between the
finance costs and the reduction of the outstanding liability. Finance costs, which represent the difference
between the total leasing commitments and the fair value of the assets acquired, are recognised as
an expense in the income statement over the term of the relevant lease so as to produce a constant
periodic rate of charge on the remaining balance of the obligations for each accounting period. The
depreciation policy for leased assets is similar with that for depreciable property, plant and equipment
as described in Note 2(d).
The amount recognised in the balance sheet represents the present value of the defined benefit
obligations adjusted for unrecognised actuarial gains and losses and unrecognised past service cost.
Deferred tax is provided, using the liability method, on temporary differences arising between the tax bases
of assets and liabilities and their carrying amounts in the financial statements. Deferred tax is not recognised
on temporary differences arising from goodwill not deductible for tax purposes and the initial recognition of
assets or liabilities that at the time of transaction affects neither accounting nor taxable profit.
The amount of deferred tax provided is based on the expected manner of realisation or settlement of the
carrying amount of assets and liabilities, using tax rates enacted or substantively enacted at the balance
sheet date.
Deferred tax is recognised in the income statement except to the extent that it relates to items recognised
directly in equity, in which case it is recognised in equity, or when it arises from a business combination that
is an acquisition, in which case the deferred tax is included in the resulting goodwill or negative goodwill.
A deferred tax asset is recognised only to the extent that it is probable that future taxable profits will be
available against which the asset can be utilised.
Assets (including goodwill) and liabilities and trading results of foreign subsidiaries are translated into Ringgit
Malaysia at the approximate rates of exchange ruling at the balance sheet date except for share capital
which is included at historical rate. All exchange differences on translation are taken directly to an exchange
reserve account.
MGS as specified by Bank Negara Malaysia ("BNM") are stated at cost adjusted for the amortisation of
premiums or accretion of discounts calculated from the date of purchase to their maturity dates.
Other non-current investments are stated at cost less accumulated impairment losses. Such impairment
is made when there is a decline, other than temporary, in value of investments and it is recognised as
an expense in the period in which the decline occurred.
(iii) Payables
Trade and other payables are stated at cost which is the fair value of the consideration to be paid in
the future for goods and services received.
Borrowing costs directly attributable to the acquisition, construction or production of assets, which
are assets that necessarily take a substantial period of time to get ready for their intended use or sale
is capitalised as part of the cost of those assets, until such time as the assets are substantially ready for
their intended use or sale. The amount of borrowings costs eligible for capitalisation is determined by
applying a capitalisation rate which is the weighted average of the borrowing costs applicable to
the Group's borrowings that are outstanding during the year, other than borrowings made specifically
for the purpose of obtaining another qualifying asset.
For borrowings made specifically for the purpose of obtaining a qualifying asset, the amount of
borrowing costs eligible for capitalisation is the actual borrowing costs incurred on that borrowing
during the period less any investment income on the temporary investment of that borrowing.
All other borrowing costs are recognised as an expense in the income statement in the period in
which they are incurred.
ICULS 1999/2009 were issued pursuant to a Debt Conversion exercise undertaken by the Company in
1999. The Company granted a put option to certain financial institutions to purchase 100% of the
ICULS 1999/2009 issued to the financial institutions or such number of ICULS 1999/2009 remaining with
the financial institutions exercisable within a prescribed period as explained in Note 23 to the financial
statements.
Arising from the above and as permitted under the transitional provision of MASB 24: Financial
Instruments: Disclosure and Presentation, the ICULS 1999/2009 component parts have not been classified
separately and accordingly have been classified as long term liabilities.
Interest income from short term deposits and advances are recognised on an accrual basis. Interest
income from investment in irredeemable convertible unsecured loan stocks are recognised on a
receipt basis.
Revenue from sale of property inventories is recognised when significant risks and rewards have been
passed to the purchasers.
Enrolment fees from members joining the golf and other clubs are recognised as income upon signing
of the membership agreements.
Cash equivalents are short-term, highly liquid investments that are readily convertible to known amounts
of cash subject to insignificant risk of changes in value, against which the bank overdrafts, if any, are
deducted.
Segment revenue and expenses are those directly attributable to the segments and include any joint
revenue and expenses where a reasonable basis of allocation exists. Revenue and expenses do not include
items arising on investing or financing activities. Revenue are attributed to geographical segments based
on location where sale is transacted.
Segment assets include all operating assets used by a segment and do not include items arising on investing
or financing activities. Assets are allocated to a segment based on location of assets.
Segment liabilities comprise operating liabilities and do not include liabilities arising on investing or financing
activities such as bank borrowings.
GROUP
Reclassi-
Net book Impair- Write- fication/ Foreign Net book
value ment off/ Adjust- Depre- currency value
at 1.5.03 Additions losses Disposals ments ciation translation at 30.4.04
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
Freehold land
and buildings 187,747 344 (635) (939) 3,072 (2,733) 52 186,908
Freehold
hotel properties 177,549 25,389 - (3,726) 120,868 - 9,684 329,764
Long leasehold
hotel properties 563,641 125 (2,675) (318) 544 - 471 561,788
Long leasehold
land and buildings 310,099 506 - (3,583) (5,542) (4,619) - 296,861
Short leasehold
land and buildings - 67 - - 4,911 (18) - 4,960
Plant and equipment 44,894 1,965 - (41) 175 (8,366) 109 38,736
Computer equipment 4,317 1,964 - (12) (186) (1,519) 76 4,640
Renovation 7,635 1,409 - (81) (537) (1,040) 163 7,549
Furniture and fittings 25,669 4,113 - (34) 282 (8,279) 622 22,373
Office equipment 4,858 5,107 - (13) (28) (1,641) 10 8,293
Motor vehicles 4,193 2,987 - (20) 435 (2,087) 5 5,513
Aircraft 45,671 1,556 - - - (3,423) - 43,804
Golf course
development
expenditure 55,656 - (4,424) - - (819) - 50,413
Capital
work-in-progress 220,431 25,309 (5,766) (20,862) (172,756) - - 46,356
Others 7,457 2,133 - (75) 47 (820) 138 8,880
GROUP
Accumulated
Accumulated impairment Net book
Cost depreciation losses value
At 30 April 2004 RM'000 RM'000 RM'000 RM'000
Included in impairment losses for the current year was an impairment in value of an asset included under
capital work-in-progress amounting to RM5,766,000 which was disposed of during the year.
Included in reclassification/adjustments for the current financial year is the transfer out of a property costing
RM49,115,000, previously included under capital work-in- progress, to investment properties upon its completion
during the year.
Properties and aircraft of the Group with net book value of RM770,766,000 (2003 : RM765,431,000) have been
pledged to financial institutions for credit facilities granted to the Company and certain subsidiary companies.
Based on the indicative market values and estimates of fair value determined by the Directors on hotel
properties, no impairment loss is deemed necessary.
Assets with net book value of RM53,639,000 (2003 : RM57,871,000) of the Group were acquired under finance
lease and hire purchase arrangements. Details of which are as follows:
Group
2004 2003
RM'000 RM'000
53,639 57,871
COMPANY
Net book Net book
value Write-off/ value
at 1.5.03 Additions Disposals Depreciation at 30.4.04
RM'000 RM'000 RM'000 RM'000 RM'000
At 30 April 2003
Motor vehicles with net book value of RM419,000 (2003 : RM791,000) of the Company were acquired under
hire purchase arrangements.
4 INVESTMENT PROPERTIES
Group
2004 2003
RM'000 RM'000
At cost:
Freehold land and buildings 522,092 472,618
Long term leasehold land and buildings 26,886 26,886
548,978 499,504
Less: Accumulated impairment losses (16,799) (15,525)
532,179 483,979
Investment properties at carrying value of RM463,324,000 (2003 : RM474,719,000) have been pledged to financial
institutions for credit facilities granted to the Company and subsidiary companies.
155,423 136,327
Development expenditure 74,992 58,578
230,415 194,905
Less: Write down of development expenditure (32,132) (33,332)
198,283 161,573
Properties at carrying value of RM61,578,000 (2003 : RM137,820,000) have been pledged to financial institutions
for credit facilities granted to the Company and subsidiary companies.
6 SUBSIDIARY COMPANIES
Company
2004 2003
RM'000 RM'000
1,414,261 1,505,739
Less: Accumulated impairment losses of unquoted shares (9,349) (9,349)
1,404,912 1,496,390
Impairment loss of certain quoted shares in Malaysia has not been made as the Directors are of the opinion
that the impairment loss is not permanent in nature.
Quoted shares at carrying value of RM37,839,000 (2003 : RM27,201,000) have been pledged to financial
institutions for credit facilities granted to the Company, subsidiary companies, holding and related companies.
The details of the subsidiary companies are set out in Note 43 to the financial statements.
7 ASSOCIATED COMPANIES
Group Company
(303,672) (176,816) - -
The details of the associated companies are set out in Note 43 to the financial statements.
Certain quoted shares of the Group and of the Company at carrying value of RM935,246,000 (2003 :
RM1,114,977,000) and RM241,308,000 (2003 : RM304,347,000) respectively have been pledged to financial
institutions for credit facilities granted to the Company, subsidiary, holding and related companies.
The Group's share of associated companies' revenue for the year is RM945,552,000 (2003 : RM612,427,000).
Group
2004 2003
RM'000 RM'000
594,918 614,128
Net premium on acquisition 632,796 680,099
1,227,714 1,294,227
8 INVESTMENTS
Group Company
21,930 29,441 - -
Unquoted shares at cost
- in Malaysia 13,887 13,887 13,887 13,887
- outside Malaysia 8,010 8,010 - -
Certain quoted loan stocks of the Group and of the Company at carrying value of RM219,979,000 (2003 :
RM168,269,000) and RM84,647,000 (2003 : RM88,828,000) respectively have been pledged to financial institutions
for credit facilities granted to the Company, subsidiary, holding and related companies.
Quoted loan stocks in Malaysia comprise investments in 8% Irredeemable Convertible Unsecured Loan Stocks
2002/2012 issued by Berjaya Sports Toto Berhad ("BToto ICULS"). The BToto ICULS at nominal value of RM1.00
each are constituted by a Trust Deed dated 14 June 2002 between BToto and the Trustee for the holders of
BToto ICULS. The main features of BToto ICULS are as follows:
(a) The BToto ICULS shall be convertible into ordinary shares of BToto during the period from 5 August 2002 to the
maturity date on 4 August 2012 at the rate of RM1.20 nominal value of BToto ICULS or at the rate of RM1.00
nominal value of BToto ICULS plus RM0.20 in cash for every one new ordinary share of RM1.00 each.
(b) Upon conversion of the BToto ICULS into new BToto ordinary shares, such shares shall rank pari passu in all
respects with the ordinary shares of BToto in issue at the time of conversion except that they shall not be
entitled to any dividend or other distributions declared in respect of a financial period prior to the financial
period in which the BToto ICULS are converted or any interim dividend declared prior to the date of
conversion of the BToto ICULS.
(c) Interest on BToto ICULS is receivable semi-annually in arrears until the maturity date.
The Malaysian Government Securities have been pledged to the Malaysian Government as security for the
issuance of gaming licence by the Ministry of Finance.
The ultimate holding company is Berjaya Group Berhad ("BGB"), a company which is incorporated in Malaysia.
The amount owing by ultimate holding company is unsecured and interest bearing. BGB has announced the
revised settlement of its entire inter-company balance due to the Group through the issuance of 0% 10-year
Irredeemable Convertible Unsecured Loan Stocks of RM0.50 nominal value each in Berjaya Corporation Sdn
Bhd, a newly incorporated company, as part of its revised proposed restructuring exercise. The Directors expect
BGB to complete its restructuring exercise during the second half of the financial year ending 30 April 2005. As
such, the amount due from BGB has now been reclassified to current assets as at 30 April 2004.
10 INTANGIBLE ASSETS
Group
2004 2003
RM'000 RM'000
(a) Goodwill:
175,657 186,097
(b) Negative Goodwill:
(c) Others:
6,963 6,997
Less: Amortisation (583) (356)
Less: Deconsolidated on dilution of equity interest in a subsidiary company - (11)
6,380 6,630
147,872 158,562
11 DEVELOPMENT PROPERTIES
Group
2004 2003
RM'000 RM'000
At cost:
Freehold land 260,809 301,015
Long term leasehold land 187,522 199,780
Development expenditure 558,360 545,350
1,006,691 1,046,145
Less: Write down in development expenditure (4,346) (4,346)
1,002,345 1,041,799
Attributable profit 256,017 218,373
1,258,362 1,260,172
Progress billings (807,585) (707,015)
450,777 553,157
Included in the development properties is interest capitalised for the year amounting to RM973,000 (2003 :
RM3,134,000). Development properties at carrying value of RM310,245,000 (2003 : RM362,348,000) have been
pledged to financial institutions for credit facilities granted to the subsidiary companies.
12 INVENTORIES
Group
2004 2003
RM'000 RM'000
At cost:
Property inventories 33,511 32,726
Ticket inventories 116 78
Stores and consumables 9,215 7,611
Gaming equipment components and parts 257 431
43,900 40,846
The cost of inventories recognised as an expense during the financial year in the Group amounted to
RM22,714,000 (2003 : RM56,389,000). Included in the cost of inventories recognised as an expense in the previous
financial year was an amount of RM35,550,000 related to a subsidiary which was then disposed of during the
previous financial year.
This represents the amount due to the Group and the Company by BGB. This amount is interest bearing and
the Directors expect BGB to settle the inter-company balance due to the Group in the second half of the
financial year ending 30 April 2005.
14 RECEIVABLES
Group Company
The Groups normal trade credit term ranges from 30 to 60 (2003 : 30 to 60) days. Other credit terms are
assessed and approved on a case-by-case basis.
(i) RM328,000 (2003 : RM379,000) which represents housing loans granted to certain Directors of subsidiary
companies;
(ii) RM9,019,000 (2003 : RM9,019,000) made to the Inland Revenue Board (IRB) relating to the additional tax
assessment of a subsidiary company for Years of Assessment 1990 to 1995. The additional assessment
arose as a result of the different treatment of income from golf club activities by IRB. The Directors of the
subsidiary company are of the opinion that the company concerned is not liable to the additional tax
liability and the amount paid would therefore be refundable pending a successful appeal made to the
IRB; and
(iii) RM54,841,000 (2003 : RM41,339,000) which represents the excess of put option price over the nominal
value of ICULS 1999/2009 which was exercised by several financial institutions up to 30 April 2004 that were
purchased by a subsidiary company. BGB has undertaken to indemnify the Company as disclosed in
Notes 23 and 41(3) to the financial statements.
The Group has no significant concentration of credit risks that may arise from exposures to a single debtor or
to groups of debtors except for the amounts owing by related and associated companies.
The amounts owing by subsidiary, related and associated companies are unsecured, interest bearing and
have no fixed term of repayment.
15 DEPOSITS
Group Company
2004 2003 2004 2003
RM'000 RM'000 RM'000 RM'000
Deposits with:
- Licensed banks 36,354 17,453 11,476 2,191
- Licensed finance companies 1,963 6,211 - -
Included in the Groups and Companys deposits with financial institutions are amounts of RM11,095,000 (2003
: RM2,601,000) and RM11,026,000 (2003 : RM2,191,000) respectively pledged for banking facilities granted to
the Company and subsidiary companies.
The weighted average effective interest rates as at balance sheet date were as follows:
Group Company
2004 2003 2004 2003
% % % %
Group Company
2004 2003 2004 2003
Days Days Days Days
Licensed banks 27 21 16 21
Licensed finance companies 19 23 - -
Included in cash and bank balances of the Group are amounts of RM35,552,000 (2003 : RM32,649,000) held
pursuant to Section 7A of the Housing Development (Control and Licensing) Act, 1966 and therefore restricted
from use in other operations.
Included in the cash and bank balances of the Group are bank balances of RM1,000,000 (2003 : RM Nil) which
are pledged with a financial institution for credit facilities granted to a subsidiary company.
17 PAYABLES
Group Company
2004 2003 2004 2003
RM'000 RM'000 RM'000 RM'000
17 PAYABLES (CONTD)
The normal trade credit terms granted to the Group range from 30 to 90 (2003 : 30 to 90) days.
Approximately RM15,381,000 (2003 : RM14,496,000) and RM77,000 (2003 : RM868,000) included in the hire
purchase and lease creditors of the Group and of the Company respectively represent amounts owing to a
related company. The hire purchase and lease liabilities bear interest at rates ranging from 3.45% to 12.50%
(2003 : 4.50% to 13.00%) per annum.
Approximately RM4,786,000 (2003 : RM10,564,000) and RM2,102,000 (2003 : RM2,030,000) included in the other
payables of the Group represent margin facilities, which are interest bearing, obtained by the Group and
advances from certain Directors of subsidiary companies respectively.
The amounts owing to subsidiary and related companies are unsecured, interest bearing and have no fixed
term of repayment.
The secured portion of the borrowings is secured by certain quoted and unquoted investments and properties
of the Company, its subsidiary and related companies of an aggregate asset value of RM2,811,072,000
(2003 : RM3,053,366,000) as mentioned in Notes 3, 4, 5, 6, 7, 8,11,15 and 16 to the financial statements.
The borrowings bear interest at rates ranging from 3.50% to 8.90% (2003 : 5.50% to 8.95%) per annum for the
Group and from 3.50% to 8.58% (2003 : 7.50% to 8.95%) per annum for the Company.
Analysed as follows:
Current 34 20
Non-Current 2,717 2,339
2,751 2,359
The Group operates an unfunded, defined retirement benefit scheme and provision is made at contracted
rates for benefits that would become payable on retirement of eligible employees. Under the scheme, eligible
employees are entitled to retirement benefits varying between 18 days and 52 days per year of final salary on
attainment of the retirement age of 55.
The amounts recognised in the balance sheet are determined based on the present value of unfunded
defined benefit obligations.
2004 2003
RM'000 RM'000
20 SHARE CAPITAL
Group and Company
Ordinary shares of RM1.00 each
Pursuant to the Employees Share Option Scheme which was implemented in 1999, none of the options for
ordinary shares were exercised during the financial year and the remaining unexercised options as at 30 April
2004 are as follows:
1,108,000 23,360,000
21 SHARE PREMIUM
Group and Company
2004 2003
RM'000 RM'000
22 RESERVES
Group Company
2004 2003 2004 2003
RM'000 RM'000 RM'000 RM'000
Non-distributable:
Exchange reserve (Note a) 68,349 54,455 - -
Distributable:
Retained profits (Note b) 1,537,540 1,486,919 1,841,205 1,908,557
Group Company
2004 2003 2004 2003
RM'000 RM'000 RM'000 RM'000
The Companys ICULS 1999/2009 at nominal value of RM1.00 each are constituted by a Trust Deed dated
21 December 1999 between the Company and the Trustee for the holders of the ICULS 1999/2009.
(a) The ICULS 1999/2009 shall be convertible into ordinary shares of the Company during the period from
31 December 1999 to the maturity date on 30 December 2009 at the rate of RM1.60 nominal value of
ICULS 1999/2009 or at the rate of RM1.00 nominal value of ICULS 1999/2009 plus RM0.60 in cash for
every one new ordinary share of RM1.00 each.
(b) Upon conversion of the ICULS 1999/2009 into new ordinary shares, such shares shall rank pari passu in all
respects with the ordinary shares of the Company in issue at the time of conversion except that they shall
not be entitled to any dividend or other distributions declared in respect of a financial period prior to the
financial period in which the ICULS 1999/2009 are converted or any interim dividend declared prior to the
date of conversion of the ICULS 1999/2009.
ICULS 1999/2009 were issued pursuant to a Debt Conversion exercise undertaken by the Company and
completed on 31 December 1999. The Company granted a put option to certain financial institutions
(FIs) to purchase 100% of the ICULS 1999/2009 issued to the FIs or such number of ICULS 1999/2009
remaining with the FIs respectively after the offer for their sale. The put option is exercisable at any time
during a period of 7 days each beginning on the second anniversary from the date of the grant of the put
option with successive periods at half-yearly intervals until the termination of the put option which shall
occur on the seventh day after the fifth anniversary of its grant.
The FIs contemporaneously granted a call option to sell to BGB 100% of the ICULS 1999/2009 issued or any
such number of ICULS 1999/2009 remaining with the FIs after the offer for their sale, exercisable at any time
within 5 years from the date of the grant of the call option on the ICULS 1999/2009.
BGB had assumed the said put option on the same terms and conditions and the FIs have agreed to
grant its call option to BGB.
Up to 30 April 2004, several FIs exercised their options amounted to approximately RM305.8million. BGB has
informed the Company that it would not be able to meet its obligation pursuant to the put option. The
Company made arrangements for its wholly owned subsidiary company, Immediate Capital Sdn Bhd, to
fulfil the put options which were financed by internally generated funds and external borrowings. BGB has
undertaken to indemnify the Group all costs incurred in relation to any fundings obtained to fulfil the put
options.
For the mutual benefit of both companies, the Company and BGB had previously suggested a proposal
to offer for sale the ICULS 1999/2009 under the put option to shareholders of the Company and BGB. On
2 August 2004, the Company announced that BGB has proposed to the Company a revised proposal
for the termination of the put option. BGB will compensate the Company with up to approximately
579.082 million 0% Irredeemable Convertible Unsecured Loan Stocks of nominal value of RM0.50 each in
Berjaya Corporation Sdn Bhd (BCSB ICULS) as full and final settlement for the termination of the put
option obligation. The compensation of up to approximately 579.082 million BCSB ICULS was arrived at
after taking into account the amount of holding costs incurred/to be incurred by the Company which
is estimated to be approximately RM227.985 million. The 579.082 million BCSB ICULS will represent
RM227.985 million of book value of BCSB ICULS in the records of the Company. BGB will continue to
meet the net financing costs up to 31 December 2004 relating to any funding obtained by the Company
to meet its obligations under the put option.
The put option granted by the Company on ICULS 1999/2009 is secured by shares and properties of
subsidiary companies, currently already pledged to the FIs, while the call option is unsecured.
Group Company
2004 2003 2004 2003
RM'000 RM'000 RM'000 RM'000
(a) The term loans of the Group and of the Company are secured by quoted shares and properties of the
Group and of the Company as mentioned in Notes 3, 4, 5, 6, 7, 8, 11, 15 and 16 to the financial statements.
The term loans bear interest at rates ranging from 3.70% to 9.95% (2003: 3.75% to 9.95%) per annum.
Details of the secured term loans payable after one year are as follows:
Group Company
2004 2003 2004 2003
RM'000 RM'000 RM'000 RM'000
Amounts repayable within :
More than 1 year but not later than 2 years 87,375 155,995 - 50,000
More than 2 years but not later than 5 years 156,513 189,008 100,000 100,000
More than 5 years 50,466 44,489 - -
(b) Revolving credits which are due to be repaid within the next twelve months but are expected to be rolled
over are treated as long term liabilities.
(c) Approximately RM1,393,000 (2003 : RM6,283,000) included in the hire purchase and lease creditors of the
Group are owing to a related company.
The commitment terms of more than one year under hire purchase and lease creditors are summarised as
follows:
Group Company
2004 2003 2004 2003
RM'000 RM'000 RM'000 RM'000
Gross amounts payable within:
1 year after balance sheet date 28,428 29,245 168 924
More than 1 year but not later than 2 years 8,449 12,833 91 -
More than 2 years but not later than 5 years 2,913 6,793 213 -
(d) Club members deposits represent amounts paid by members to certain subsidiary companies for
membership licences issued to use and enjoy the facilities of the subsidiary companies recreational clubs.
The monies are refundable to the members at their request upon expiry of prescribed terms from the
dates of issuance of the licences.
(e) Deferred income represents mainly deferred membership fees which are recognised over the membership
period by subsidiary companies.
(f) The amount owing to an associated company refers to the amount owing by the Group to BToto. The
Company had given BToto an undertaking to settle the amount owing to BToto within three years from
the date of the issue of BToto ICULS on 5 August 2002. As disclosed in Note 41(1) to the financial statements,
the Company has repaid BToto RM200 million in the current financial year.
The components and movements of deferred tax liabilities and assets during the financial year are as follows:
Unused
tax losses
and Unabsorbed
unabsorbed investment
Other capital tax
payables allowances allowances Others Total
Deferred Tax Assets of the Group: RM'000 RM'000 RM'000 RM'000 RM'000
Unabsorbed
Other capital
payables allowances Total
Deferred Tax Assets of the Company: RM'000 RM'000 RM'000
At 30 April 2004 -
- (200) (200)
Less: Set-off against deferred tax liabilities 200
At 30 April 2003 -
Deferred tax assets have not been recognised in respect of the following items:
Group Company
The unused tax losses, unabsorbed capital allowances and investments tax allowances are available indefinitely
for offset against future taxable profit of the Company and its respective subsidiaries.
26 REVENUE
Group
Revenue represents gross stake collection from the sale of betting tickets less gaming tax, sale of betting
terminals net of discounts, invoiced value of goods sold less returns and trade discounts, invoiced value of
services rendered, a proportion of contractual sales revenue determined by reference to the percentage of
completion of the development properties, sale of property inventories, rental income, revenue from hotel
and resort operations, membership fees from vacation time-share and recreational activities and net house
takings from casino operations. Intra group transactions are excluded.
776,904 1,500,363
Company
Revenue represents management fees charged to subsidiary companies, gross dividend receivable from
subsidiary and associated companies and other investments and share administration fee income. The details
of which are as follows:
2004 2003
RM'000 RM'000
155,783 538,321
The estimated benefits-in-kind of the Directors of the Group and of the Company are RM52,500 (2003 :
RM155,000) and RM15,000 (2003 : RM15,000) respectively.
28 DIRECTORS REMUNERATION
The aggregate Directors remuneration paid or payable to all Directors of the Company and the Group,
categorised into appropriate components for the financial year are as follows:
Group Company
Executive Directors
Fees - 11 - -
Salaries and other emoluments 1,615 1,640 189 126
Performance incentive - 2,370 - -
Bonus 278 221 37 10
Benefits-in-kind 52 155 15 15
Non-Executive Directors:
Fees 118 119 108 91
Salaries and other emoluments 6 119 6 6
Bonus 4 12 4 4
2,331 2,199 - -
29 STAFF COSTS
Group Company
Others:
Expenses incurred on aborted projects written off - (296) - (277)
(Loss)/Gain on disposal of other investments (6,733) 114,786 834 11,758
Gain/(Loss) on disposal of properties 7,481 (1,341) - -
Gain on disposal of subsidiary company - 2,501 - -
Impairment in value of goodwill (10,438) (41,564) - -
Write off in value of other investments - (594) - -
Impairment loss in other investment (2,926) (10,854) - (7,054)
Impairment in value of
property, plant and equipment (13,500) (20,746) - -
Write down in value of land held for
development and investment properties (1,274) (20,564) - -
Write-off of amounts due from:
- subsidiary companies - - (100,322) (1,707)
- associated companies (19,000) (31,000) - -
Write-back of amount due from:
- associated company - 1,230 - 1,230
- subsidiary companies - - 1,709 -
Write-off of investment in subsidiary companies - - (91,478) -
Impairment loss in
investment in subsidiary companies - - - (5,815)
31 FINANCE COSTS
Group Company
32 TAXATION
Group Company
Malaysian income tax is calculated at the Malaysian statutory income tax rate of 28% (2003 : 28%) of the
estimated assessable profit for the year. Taxation for other jurisdictions is calculated at the rates prevailing in
the respective jurisdictions.
A reconciliation of income tax expense applicable to profit/(loss) before taxation at the statutory income tax
rate to income tax expense at the effective income tax of the Group and of the Company is as follows:
32 TAXATION (CONTD)
Taxation at Malaysian statutory tax rate of 28% (2003 : 28%) 53,590 82,303
Effect of different tax rates in other countries 586 2,333
Effect of lower tax rates for small and medium scale companies (247) (92)
Effect of income subject to real property gains tax and withholding tax (1,182) (1,455)
Effect of income not subject to tax (12,971) (25,565)
Effect of expenses not deductible for tax purposes 46,221 53,234
Effect of utilisation of previously unrecognised tax losses,
unabsorbed capital allowances and unabsorbed investment tax allowances (8,696) (7,094)
Effect of utilisation of other previously
unrecognised other deductible temporary differences (983) (342)
Deferred tax assets not recognised in respect of current years tax losses,
unabsorbed capital allowances and unabsorbe investment tax allowances 10,979 9,559
Deferred tax assets not recognised in respect of
current years other deductible temporary differences - 755
Underprovision of deferred tax in prior years 246 1,406
Under/(over) provision of tax expense in prior years 2,018 (7,475)
Taxation at Malaysian statutory tax rate of 28% (2003 : 28%) (4,004) 150,150
Effect of income not subject to tax (234) (13,515)
Effect of expenses not deductible for tax purposes 55,398 748
Deferred tax assets not recognised
in respect of unabsorbed capital allowances 223 164
Under/(over) provision of tax expense in prior years 1,669 (6,027)
Group Company
33 DIVIDENDS
Group and Company
On 22 June 2004, the Company declared a first interim dividend of 5% less 28% income tax in respect of the
financial year ended 30 April 2004 on 867,175,056 ordinary shares, amounting to RM31,218,302 (3.60 sen net
per share) which is payable on 20 September 2004. The financial statements for the current financial year do
not reflect this dividend. This dividend will be accounted for in the shareholders equity as an appropriation of
retained profits in the financial year ending 30 April 2005.
Under MASB 25, deferred taxation is recognised for all taxable temporary differences. Previously, deferred
taxation was provided for on account of timing differences only to the extent that a tax liability was
expected to materialise in the foreseeable future. In addition, the Group and the Company have
commenced recognition of deferred tax assets for all deductible temporary differences, when it is probable
that sufficient taxable profit will be available against which the deductible temporary differences can be
utilised. Previously, deferred tax assets were not recognised unless there was reasonable expectation of
their realisation.
The adoption of MASB 29 resulted in the Group and the Company making provisions for obligations in
respect of short term employee benefits in the form of accumulated compensated absences. These
obligations were not provided for prior to the adoption of MASB 29. The recognition of these obligations
has however not given rise to any adjustments to the opening balances of retained profits or to changes
in comparatives as the effects arising from which are not material. In addition, the adoption of MASB 29
resulted in the Group using the Projected Unit Credit Method instead of calculating and accounting for
the obligation under the defined benefit plans as and when incurred.
2004 2003
RM'000 RM'000
Effects on retained profits:
At 1 May 2003/2002 - as previously reported 1,490,709 1,606,905
(3,790) (6,019)
2004 2003
RM'000 RM'000
Effects on net profits for the year:
Net profit before changes in accounting policies 94,192 132,129
(257) 2,229
Effects on goodwill:
At 1 May 2003/2002 - as previously reported 159,195 1,401,020
Effects of adopting MASB 25 17,792 17,792
7,896 52,013
Income Statement
Administration and
other operating expenses 283,807 271 284,078 - 284,078
Taxation 110,494 (2,927) 107,567 - 107,567
Minority interests 51,586 427 52,013 - 52,013
* Reserve on consolidation has been renamed as negative goodwill in the current financial year.
The earnings per share is calculated by dividing profit after taxation and minority interests of RM93,935,000
(2003 : RM134,358,000) on the weighted average of 867,173,000 (2003 : 867,148,000) ordinary shares of RM1.00
each in issue during the year.
The fully diluted earnings per share is calculated by dividing the net profit for the year by the weighted average
number of shares issued and issuable assuming the full year effect of conversion of ICULS 1999/2009 at 30 April
are as follows:
Group
2004 2003
RM'000 RM'000
Adjusted weighted average number of shares in issue and issuable ('000) 1,424,682 1,424,653
The effect of options granted to employees are anti-dilutive and are not included in the calculation of diluted
earnings per share.
2004 2003
RM'000 RM'000
The guarantees were given to financial institutions for credit facilities granted to related companies before the
inception of the Revamped Listing Requirements of Bursa Malaysia Securities Berhad.
37 COMMITMENTS
2004 2003
RM'000 RM'000
Capital Expenditure:
- approved and contracted 92,503 137,849
Details of significant commitments for acquisition of properties and investments are included in Notes 41
and 42 to the financial statements.
Group Company
- 35 828 1,656
The Group and the Company entered into operating leases which represent rental payable for the use of
buildings. Leases are negotiated for a period of between 1 and 3 years and rentals fixed for between 1
and 3 years.
37 COMMITMENTS (CONTD)
44,911 57,027
The Group entered into commercial property leases on its investment properties portfolio consisting of
commercial and office space. These leases have remaining non-cancellable lease terms of between 1
and 3 years.
Maintenance, management
and administration fees receivable
from Berjaya General Insurance Berhad b (799) (662) - -
Nature of Relationships:
a Holding company.
b Related companies/member companies of BGB Group other than subsidiary companies of the Company.
c Berjaya Sports Toto Berhad and its subsidiaries.
d Deemed a related party by virtue of the interests of Tan Sri Dato Seri Vincent Tan Chee Yioun (TSVT),
Tan Sri Dato Tan Chee Sing (TSDT) and Dato Robin Tan Yeong Ching (DRT) in BTS. TSVT, TSDT and DRT
are also Directors in BTS.
e Deemed a related party by virtue of the interests of TSVT. He is a director and a deemed major shareholder
of Sun Media Corporation Sdn Bhd.
f A wholly owned subsidiary of DiGi.Com Berhad which is related to TSVT by virtue of his interests in DiGi.Com
Berhad. He is the Chairman of DiGi.Com Berhad and DTS.
g Wholly owned subsidiary of TT Resources Bhd. TSDT is the Executive Chairman and major shareholder of
TT Resources Bhd.
h A wholly owned subsidiary of BTS.
The above transactions were undertaken at mutually agreed terms between the parties in the normal course
of business. All transactions have been fully settled as at 30 April 2004 except for those disclosed in Notes 14
and 17 to the financial statements.
All other significant intercompany transactions have been disclosed under Notes 27, 28 and 31 to the financial
statements and in the cash flow statements. These transactions were undertaken at mutually agreed terms
between the companies in the normal course of business.
39 SEGMENTAL INFORMATION
The Group is organised on a worldwide basis and presents its segmental information based on business
segments:
(i) gaming and related activities;
(ii) property development and property investment; and
(iii) hotels, resorts and recreation.
All inter-segment transactions were carried out in the normal course of business and established under
negotiated terms.
The geographical segment information is prepared based on the locations of assets. The segment revenue by
geographical location of customers does not differ materially from segment revenue by geographical location
of assets.
Unallocated assets/liabilities include items relating to investing and financing activities and items that cannot
be reasonably allocated to individual segment. These mainly include corporate assets, tax recoverable/liabilities,
borrowings, hire purchase and lease obligations.
Other non cash items mainly include unrealised gain/loss on foreign exchange, gain or loss of disposal of
property, plant and equipment, and allowance for bad and doubtful debts.
2004 2003
Inter- Inter-
External segment Total External segment Total
Revenue RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2004 2003
Results RM'000 RM'000
81,233 113,318
Finance costs (155,958) (170,087)
Share of results of associated companies 90,850 99,450
2004 2003
Capital Depreciation/ Other non Capital Depreciation/ Other non
expenditure Amortisation cash items expenditure Amortisation cash items
Other information RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
2004 2003
Impairment losses RM'000 RM'000
28,138 93,728
2004 2003
Segment Capital Segment Capital
Revenue assets expenditure Revenue assets expenditure
RM'000 RM'000 RM'000 RM'000 RM'000 RM'000
The Group operates principally in Malaysia. Outside Malaysia comprises mainly the Republic of Mauritius, the
Republic of Seychelles, United Kingdom, the Republic of Singapore and Sri Lanka.
40 FINANCIAL INSTRUMENTS
The Group manages its interest rate exposure by maintaining a prudent mix of fixed and floating rate
borrowings. The Group actively reviews its debt portfolio, taking into account the investment holding period
and nature of its assets. This strategy allows it to capitalise on cheaper funding in a low interest rate
environment and achieve a certain level of protection against rate hikes.
The information on maturity dates and effective interest rates of financial assets and liabilities are disclosed
in their respective notes.
The Group maintains a natural hedge, whenever possible, by borrowing in the currency of the country in
which the property or investment is located.
The net unhedged financial assets and financial liabilities of the Group that are not denominated in their
functional currencies are as follows:
At 30.4.2004:
Mauritius Rupees 2,623 - - - 2,623
Seychelles Rupees 1,465 259 643 - 2,367
At 30.4.2003:
Mauritius Rupees 1,352 - - - 1,352
Seychelles Rupees 2,654 570 126 - 3,350
At 30.4.2004:
Mauritius Rupees 1,824 - - - 1,824
Seychelles Rupees 427 - 4,109 - 4,536
At 30.4.2004:
Seychelles Rupees - - 13 3 16
At 30.4.2003:
Seychelles Rupees - - 8 - 8
The Group does not have any significant exposure to any individual customer or counterparty nor does it
have any major concentration of credit risk related to any financial instruments except for the amounts
owing by holding, related and associated companies.
The fair value of the portion of quoted ICULS 1999/2009 under put option granted to certain financial
institutions is determined by the present value of the estimated future cash outflow at the end of the put
option period. The fair value of the rest of the quoted ICULS 1999/2009 is as 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 non-current quoted investments as disclosed in Notes 7 and 8 to the financial statements
is as determined by reference to stock exchange quoted market bid prices at the close of the business on
the balance sheet date.
The carrying value of the Group and of the Companys borrowings, which are mainly variable rate
borrowings, is considered to be a reasonable estimate of the fair values as the borrowings will be repriced
immediately in the event of any changes to the market interest rates.
The carrying amounts of cash and cash equivalents, trade and other receivables, trade and other payables
and short term borrowings approximate fair values due to the relatively short term nature of these financial
instruments.
It is not practical to estimate the fair values of the Groups and of the Companys non-current unquoted
investments because of the lack of quoted market prices and the inability to estimate fair value without
incurring excessive costs.
It is also not practical to estimate the fair values of amounts due from/to holding, subsidiary, related and
associated companies due principally to a lack of fixed repayment term entered by the parties involved
and without incurring excessive costs. However, the Directors do not anticipate the carrying amounts at
balance sheet date to be significantly different from the values that would eventually be received or settled.
The carrying values of all other financial assets and liabilities including contingent assets and liabilities
as disclosed in Note 36 to the financial statements as at 30 April 2004 are not materially different from
the fair values.
1 On 23 January 2002, the Company gave BToto a written undertaking (Undertaking Letter) relating to the
settlement arrangement for the inter-company advances whereby it undertakes to settle the outstanding
advances within 3 years from the date of issue of BToto ICULS on 5 August 2002. The Company has also given
an undertaking that it will ensure that at least RM192.374 million BToto ICULS, comprising 50% of the BToto ICULS
beneficially owned by the Group will be redeemed from the relevant lenders of BGroup group of companies
within 60 days after the listing of and quotation for BToto ICULS on the Bursa Securities.
As at 10 June 2004, the Group beneficially owns a balance of RM74,161,675 nominal value of BToto ICULS which
are free from encumbrances, after the release of RM100 million nominal value of BToto ICULS in accordance
with the terms of the Undertaking Letter upon the Companys repayment of RM100 million cash in January 2004
and another RM100 million in April 2004 to BToto to partially settle the inter-company balances owing by the
Group. As at 30 April 2004, the outstanding inter-company balances owing to BToto was RM916.223 million.
On 14 August 2003, the Company announced its intention to undertake a placement of up to 200 million
BToto shares with the primary objective of paying down the inter-company advances owing to BToto.
Subsequently, on 11 February 2004, the Company announced a revision to the aforementioned proposal to
now undertake a placement of up to 200 million BToto ordinary shares of RM1.00 each and/or up to RM200
million nominal value of BToto ICULS (Proposed Disposal). The shareholders of the Company approved the
Proposed Disposal at an Extraordinary General Meeting (EGM) held on 15 March 2004 and the Proposed
Disposal is pending completion.
2 On 21 November 2003, the Company announced that its subsidiary company, Matrix International Berhad
(Matrix) has received letters of offer (the Offer) from the shareholders of Berjaya Times Square Sdn Bhd
(BTSSB) namely, YBhg. Tan Sri Dato Seri Vincent Tan Chee Yioun (TSVT), YBhg. Dato Robin Tan Yeong Ching
(DRTYC), Rayvin Tan Yeong Sheik (RTYS), Nerine Tan Sheik Ping (NTSP), JMP Holdings Sdn Bhd (JMP),
Vecc-Men Holdings Sdn Bhd (VHSB) and Bakat Rampai Sdn Bhd (BR) offering to sell their entire equity
interest totaling 100% in BTSSB comprising 320.614 million ordinary shares of RM1.00 each for a total purchase
consideration of RM993.902 million to be satisfied by the issuance of 709.93 million new ordinary shares of
RM1.00 each in Matrix at an issue price of RM1.40 per ordinary share of RM1.00 each (Matrix Shares) thereby
resulting in BTSSB becoming a wholly-owned subsidiary of Matrix (Proposed Acquisition).
As an integral part of the Offer, Matrix will settle on behalf of BTSSB the claims which arose from the liquidated
ascertained damages (LAD) due to the late delivery of vacant possession of their units in Berjaya Times
Square (BTS) amounting to RM266.661 million by the issuance of 190.472 million new ordinary shares of RM1.00
each in Matrix at an issue price of RM1.40 per ordinary share of RM1.00 each to the property purchasers of BTS
(LAD Creditors) (Proposed Debt Settlement).
Following the completion of the proposals, the direct shareholdings of TSVT and the parties acting in concert
namely, DRTYC, RTYS, NTSP, JMP and VHSB in Matrix will increase from 1.7% to approximately 59%. Accordingly,
TSVT will undertake to extend a mandatory offer (MO) for the remaining Matrix Shares which are not already
held by them upon the completion of the Proposed Acquisition at the same price as the issue price of the
new Matrix shares.
However, as the Proposed Acquisition is conditional upon BR not accepting the MO offer, the approval from
the shareholders of Dijaya Corporation Berhad (Dijaya) will be sought to grant the undertaking to BR not to
accept such a MO offer (Undertaking).
The Proposed Acquisition will upon completion, transform the business of Matrix from currently a gaming business
into a property investment business resulting in a significant change in business direction as well as the dominant
shareholder of Matrix.
In relation to the aforementioned Proposed Acquisition, the Company had on 2 December 2003, announced
the following:
(i) the Company via its wholly owned subsidiary companies, Nada Embun Sdn Bhd and Dian Kristal Sdn Bhd
(Purchaser Companies) which had purchased a floor of office space and a total of 338 units of service
apartments from BTSSB will receive approximately an aggregate of 29.481 million new ordinary shares
representing approximately 2.57% of the enlarged share capital of Matrix as the settlement for the LAD
claims; and
(ii) the dilution of the Groups equity interest in Matrix from approximately 51.99% to 10.85%, inclusive of new
Matrix Shares receivable by the Purchaser Companies pursuant to the proposed LAD settlement.
(iv) the approvals of LAD Creditors at the Court convened creditors meeting pursuant to Section 176 of the
Companies Act, 1965;
(v) Bursa Malaysia Securities Berhad (Bursa Securities) for the listing of and quotation for the new Matrix
Shares to be issued pursuant to the proposals; and
(vi) any other relevant authorities.
On 29 March 2004, Matrix had announced potential additional claims by LAD Creditors totalling RM3.515
million which relates to the legally disputed cases that will increase the settlement of LAD claims up to RM270.176
million and up to 192.983 million new Matrix shares will be issued to settle LAD claims based on the issue price
of RM1.40 per share. Matrix also proposed to increase the present authorised share capital of Matrix from
RM500,000,000 comprising 500,000,000 ordinary shares of RM1.00 to RM5,000,000,000 comprising 5,000,000,000
ordinary shares of RM1.00 each and is subject to the approval being obtained from the shareholders of the
Matrix at an EGM to be convened.
Subsequent to the aforesaid announcements above, on 28 May 2004, Matrix announced that it submitted an
application to the SC on 31 March 2004, to seek its approval for the above proposals. Subsequently, Matrix had
on 7 May 2004 submitted a revised valuation report prepared by Messrs. Colliers Jordan Lee & Jaafar on the
properties held by BTSSB dated 7 May 2004 revising the market value of the said properties to RM1.90 billion as at
31 October 2003 as opposed to RM2.46 billion as stated in the initial valuation report dated 31 December 2003.
The vendors of BTSSB now proposed to revise the purchase consideration for the acquisition of the entire
issued and paid-up share capital of BTSSB to RM784.031 million (Revised Purchase Consideration) as opposed
to the initial purchase consideration of RM993.902 million. The Revised Purchase Consideration shall be satisfied
by the issuance of 560.022 million new Matrix shares at an issue price of RM1.40 per Matrix share instead of the
issuance of 709.930 million new Matrix shares at an issue price of RM1.40 per Matrix share. A supplemental
share sale agreement was executed between the Company and the vendors on 28 May 2004 to take into
consideration the Revised Purchase Consideration. There are no changes in the other terms of the Proposed
Acquisition and the Proposed Debt Settlement.
On 20 July 2004, Matrix announced that SC had, vide its letter dated 16 July 2004, approved the aforesaid
Proposals and the listing and quotation of the new Matrix Shares to be issued pursuant to the aforesaid Proposals
on the Main Board of Bursa Securities. The SC has also approved the said Proposals under the Foreign Investment
Committees (FIC) Guidelines for the Acquisition of Assets, Mergers and Take-Overs, 1974.
The SCs approval for the above is subject to, inter alia, the following conditions:
(i) Matrix/BTSSB to obtain the approvals of the LAD Creditors for the Proposed Debt Settlement as well as the
lenders for the proposed restructuring of BTSSBs borrowings prior to the implementation of the Proposed
Acquisition;
(ii) A moratorium on disposal is imposed on 280,011,133 new Matrix Shares to be received by TSVT, whereby
he is not allowed to sell, transfer or assign the new Matrix Shares under moratorium for 1 year from the date
of the new Matrix Shares are listed on Bursa Securities. Thereafter, he is allowed to sell, transfer or assign
only up to a maximum of 1/3 per annum (on a straight line basis) of the Matrix Shares under moratorium;
(iii) All non-trade debts owing to the BTSSB group of companies by its directors, substantial shareholders and
other companies controlled by the directors and substantial shareholders must be settled prior to the
implementation of the Proposed Acquisition;
(iv) Matrix to increase its Bumiputera equity percentage by 2.34% of its enlarged issued and paid-up share
capital, as previously imposed by FIC, by 31 December 2005; and
(v) Matrix to further increase its Bumiputera equity percentage by 3.66% of its enlarged issued and paid-up
share capital within 2 years from the date of the implementation of the Proposed Acquisition and Proposed
Debt Settlement.
On 28 July 2004, Matrix announced that its Board of Directors had deliberated and accepted the conditions
as imposed by the SC.
A court convened meeting to obtain the approvals from LAD Creditors for the Proposed Debt Settlement will
be held on 27 August 2004. The Proposals are pending completion.
3 Pursuant to the announcement made by Berjaya Group Berhad (BGB) on its proposed restructuring exercise
on 28 June 2002, the Company (BLand) had on 11 July 2002, made an announcement in relation to the
following proposals:
Part A
(i) Proposed ICULS 1999/2009 Offer for Sale;
(ii) Proposed BLand Early Conversion; and
(iii) Proposed BLand Bonus Issue.
Part B
(i) Proposed BLand Inter-Company Settlement; and
(ii) Proposed BLand Capital Distribution.
(The proposals under Part A and Part B above are collectively referred to as the Initial Proposals)
On 26 August 2003, Commerce International Merchant Bankers Berhad (CIMB) on behalf of the Board of
BGB, announced a revision to BGBs proposed restructuring exercise (BGB Revised Proposals) which includes,
amongst others, a proposed revision to the settlement of inter-company balance due to BLand (BGB Revised
Proposals Announcement).
In the BGB Revised Proposals Announcement, BGB proposes that inter-company balance due to BLand be
settled through the issuance of approximately RM2,054 million 0% ICULS at the nominal value of RM0.50 each
in Berjaya Corporation Sdn Bhd, a company which will assume the listing status of BGB pursuant to BGBs
proposed restructuring exercise (BCSB ICULS) instead of the previously announced 2% Newco ICULS as full
and final settlement of the inter-company balance due to BLand (Proposed Revised BLand Inter-company
Settlement). The indicative principal terms of the BCSB ICULS have been set out in the announcement dated
26 September 2003. The Company had announced on 26 September 2003 that it had deliberated and
accepted the Proposed Revised BLand Inter-company Settlement.
In view of the prevailing stock market sentiments, BGB made a revised proposal to the Company to compensate
the Company for BGBs failure to meet its obligation to assume the put option obligations of the Company in
respect of ICULS 1999/2009 (see Note 23 for details).
The Directors has further deliberated on the proposal made by BGB and the Initial Proposals and has decided
to abort/revise the Initial Proposals, except for the Proposed Inter-company Settlement.
The Proposed BLand 1st Bonus Issue shall be capitalised entirely from the share premium account of the
Company.
The new BLand shares to be issued pursuant to the Proposed BLand 1st Bonus Issue will, upon allotment
and issue, rank pari passu in all respects with the then existing BLand shares and will be entitled to the
Proposed BLand Capital Repayment and Consolidation, Proposed BLand 2nd Bonus Issue and Proposed
BLand Special Dividend-In-Specie but shall not be entitled to any dividends, rights, allotments and/or
other distributions, the entitlement date of which is prior to the date of allotment of the new BLand shares.
(i) A capital repayment of 80 sen for every BLand share held after the Proposed BLand 1st Bonus Issue on
a date to be determined, via the distribution of BCSB ICULS pursuant to Section 64 of the Companies
Act, 1965; and
(ii) The consolidation of 5 ordinary shares of RM0.20 each held after the proposed capital repayment in
(i) above into one BLand share of RM1.00 each.
The capital repayment of 80 sen each in (i) above will be satisfied entirely through the distribution of BCSB
ICULS. Based on the enlarged share capital of BLand on the completion of the Proposed BLand 1st Bonus
Issue, the maximum amount to be distributed as capital repayment to all the BLand shareholders will be
up to approximately RM1,580 million of book value of BCSB ICULS.
The Proposed BLand 2nd Bonus Issue shall be capitalised entirely from the retained earnings of the Company.
The new BLand shares to be issued pursuant to the Proposed BLand 1st Bonus Issue will, upon allotment and
issue, rank pari passu in all respects with the then existing BLand shares and will be entitled to the Proposed
BLand Special Dividend-In-Specie but shall not be entitled to any dividends, rights, allotments and/or other
distributions, the entitlement date of which is prior to the date of allotment of the new BLand shares.
As at 30 April 2004, there are approximately RM797.2 million ICULS 1999/2009 under the Put Options of
which RM305.8 million have already been exercised and accepted by a wholly owned subsidiary company
of the Company, while RM491.4 million ICULS 1999/2009 are still with the financial institutions.
Though all the Put Options obligation have been assigned to BGB, as an integral package of proposals
then, the Company nevertheless is still primarily responsible to the financial institutions in relation to those
Put Options, as these ICULS 1999/2009 were converted from the Companys own debts due to the said
financial institutions.
As BGB is not in a financial position to meet the Put Option obligations, BGB will compensate the Company
with up to approximately 579.082 million BCSB ICULS as full and final settlement for the termination of the
put option obligation. The compensation of up to approximately 579.082 million BCSB ICULS was arrived at
after taking into account the holding costs incurred/to be incurred by the Company which is estimated
to be approximately RM227.985 million. The 579.082 million BCSB ICULS will represent RM227.985 million of
book value of BCSB ICULS in the records of the Company. BGB will continue to meet the net financing
costs up to 31 December 2004 relating to any funding obtained by the Company to meet its obligations
under the put option.
The BLand Revised Proposals is conditional upon approvals being obtained from the following:
(i) SC for Proposed BLand Capital Repayment and Consolidation and the Proposed BLand Special Dividend-
in-Specie;
(ii) Bursa Securities for the listing and the quotation of the following:
(a) the new BLand shares to issued pursuant to Proposed BLand 1st Bonus Issue and Proposed BLand 2nd
Bonus Issue; and
(b) the BCSB ICULS to be issued by BCSB to the Company pursuant to Proposed BLand Inter-Company
Settlement and the BCSB shares to be issued pursuant to their conversion thereof;
(iii) the shareholders of the Company at an EGM to be convened;
(iv) the ICULS 1999/2009 holders at a meeting to be convened for the Proposed BLand Capital Repayment
and Consolidation and, if required, the Proposed BLand Special Dividend-in-Specie;
(v) the shareholders of BGB at an EGM to be convened for the Proposed BLand Inter-Company Settlement
and the Proposed Compensation and all conditions precedent for their implementation.
(vi) the Orders of the High Court of Malaya sanctioning the Proposed BLand Capital Repayment pursuant to
Section 64 of the Companies Act, 1965; and
(vii) any other relevant authority and/or parties, if any.
4 On 2 March 2004, the Company announced its wholly owned subsidiary company, Selat Makmur Sdn Bhd
(SMSB) had been selected by Selangor Turf Club (STC) as the successful bidder to acquire a total area of
244.7926 acres of leasehold land located in Sungai Besi together with all existing buildings and structures
erected thereon (Sungai Besi Land). Further to the aforementioned, the Company, on 19 July 2004 announced:
(i) SMSB entered into a conditional sale and purchase agreement (SPA) with STC for Sungai Besi Land from
STC for a total consideration of RM640.0 million to be satisfied by:
a) Cash payment of RM35.0 million; and
b) Transfer of the approximately 750.0 acres of freehold land in Sungai Tinggi (Sungai Tinggi Land)
together with a new racecourse and ancillary buildings to be erected thereon (including equestrian
sports centre and infrastructure amenities) and the sub-divided vacant lots (collectively referred to as
the New Turf Club) with an agreed value of RM605.0 million (Proposed Acquisition of Sungai Besi
Land); and
(ii) Issued a Letter of Offer (Offer) to BerjayaCity Sdn Bhd (BCity) to acquire Sungai Tinggi Land from BCity
and to appoint BCity as the turnkey contractor to carry out the construction of the New Turf Club on the
Sungai Tinggi Land for SMSB for a total cash consideration of RM605.0 million.
BCity is effectively a wholly-owned subsidiary company of BGB. The above proposals are now pending approvals
from shareholders and relevant authorities.
5 On 27 February 2004, the Company announced that its subsidiary, Berjaya Golf Resort Berhad acquired 1 unit
of penthouse at Berjaya Times Square from BTSSB for a cash consideration of RM4.76 million.
On 2 July 2004, the Company announced, its wholly-owned subsidiary company, Berjaya Leisure Capital
(Cayman) Ltd, (BLCCL), has became a substantial shareholder of Informatics Holdings Ltd (Informatics), a
company listed on the Main Board of the Singapore Stock Exchange. BLCCL presently owns a total of 80,745,000
ordinary shares of Singapore Dollar (S$) 0.05 each (Shares) representing 25.75% of the existing issued and
paid-up share capital of Informatics of 313,600,000 Shares. These Shares were purchased from the open market
at a total cash consideration of about S$30.97 million (or approximately RM68.14 million).
Amat Muhibah Sdn Bhd Malaysia Theme park operator and 52.6 52.6
property development
Berjaya Guard Services Sdn Bhd Malaysia Provision of security services 100 100
Berjaya Holiday Cruise Sdn Bhd Malaysia Investment holding 86.36 86.36
* Berjaya Hotels and Mauritius Hotel and resort operator 100 100
Resorts (Mauritius) Limited and investment holding
Berjaya Kawat Industries Sdn Bhd Malaysia Property investment and 100 100
rental of properties
Berjaya Vacation Club Berhad Malaysia Time sharing vacation 100 100
operator and investment holding
Kota Raya Development Malaysia Investment and rental of property 100 100
Sdn Bhd
Noble Circle (M) Sdn Bhd Malaysia Investment and rental of property 100 100
Nural Enterprise Sdn Bhd Malaysia Investment and rental of property 100 100
# Sports Toto (Fiji) Limited Republic of Fiji Investment holding 100 100
* Berjaya Services Limited Mauritius Provision of car rental services 100 100
Kim Rim Enterprise Sdn Bhd Malaysia Property development 100 100
# Berjaya Mount Royal Beach Sri Lanka Owner and operator 92.6 92.6
Hotel Limited of hotel
# Berjaya Vacation Club Philippines Buying, selling and marketing of 100 100
(Philippines) Inc. vacation club memberships
under a time-sharing concept
# Berjaya Vacation Club (S) Singapore Vacation time sharing 100 100
Pte Ltd and hotel operator
Bukit Kiara Resort Berhad Malaysia Developer and operator of 100 100
equestrian and recreational club
Sinar Merdu Sdn Bhd Malaysia Investment and rental 100 100
of property
Sublime Cartel Sdn Bhd Malaysia Provision of lottery consultancy 100 100
and related services
# Berjaya Hotels & Resorts Singapore Hotel booking and 100 100
(Singapore) Pte Ltd marketing agent
Tioman Travel & Tours Sdn Bhd Malaysia Dormant 100 100
Associated Companies
44 COMPARATIVES
Certain comparative figures have been reclassified to conform with current years presentation:
As previously Reclassi-
reported fication As restated
RM'000 RM'000 RM'000
Company
Lot 493 GM98 Mukim Hulu Kelang Freehold 5 acres Land for N/A 26/09/1989 3,213
Off Jalan Hulu Kelang residential
Gombak, Selangor Darul Ehsan development
(Adjoining Taman Hillview)
Lot 1151 Grant No.5873 Freehold 9,924 Commercial land with >17 25/01/1990 7,077
Section 57 Kuala Lumpur sq ft 3- storey commercial
(32 Jalan Sultan Ismail building for rental
Kuala Lumpur) (with basement floor)
Lot PTB 1992 HS(D) 4868 Freehold 77,591.25 Land proposed for N/A 10/03/1982 } 1,262
Bandar Penggaram sq ft commercial complex }
Daerah Batu Pahat }
Johor Darul Takzim }
}
Lot 1369, Bandar Penggaram Freehold 7,132.95 Vacant development U/C 01/07/1982 }
Jalan Mohd Akil sq ft land }
Batu Pahat }
Johor Darul Takzim }
}
Lot 1446 & 1447 Freehold Lot 1446: Vacant development N/A 01/07/1982 }
Geran No. 18440 & 18445 10,304.66 sq ft land }
Bandar Penggaram Lot 1447: }
Daerah Batu Pahat 10,536.08 sq ft }
Johor Darul Takzim }
}
Lot 1368 HS(D) 18785 Leasehold 10,835.55 Vacant development N/A 01/07/1982 }
Bandar Penggaram 99 years sq ft land }
Daerah Batu Pahat expiring on }
Johor Darul Takzim 19/08/2083 }
Lot 764, Geran No. 13669 Freehold 12,494 Shop office for sale 4 01/07/1982 984
Bandar Penggaram sq ft Sold : 44 units
Daerah Batu Pahat Unsold : 2 units
Johor Darul Takzim
Lot Nos. 1087, 1088 & 1089 Leasehold 5,768 4-storey shop/office >30 28/09/1995 10,000
Seksyen 57 99 years sq ft building for rental
Mukim & Daerah Kuala Lumpur expiring on
(42-2, 42-2A, 42-2B, 42-2C 08/09/2069
Jalan Sultan Ismail
Kuala Lumpur)
Parcel No. V588, V589, V3699, Freehold 10.0434 Beach resort >28 18/08/1994 73,793
V8369 & V8370 acres (184 guest rooms)
Beau Vallon Bay Beach
West Coast of Mahe Island
Seychelles
Lot 3, Lorong 2/1 Leasehold 5 acres Warehouse for rental 17 26/03/1977 6,158
Solok Hishammuddin 1 expiring in
Kawasan Selat Klang Utara 2084
Klang
Selangor Darul Ehsan
Lot PT No.4805, 4806, Freehold 662,330 Club house and >12 05/09/1991 97,855
HS (D) No 81319, 81320 sq m golf house
Mukim Petaling,
Kuala Lumpur
Lot 49-56 Section 88A Freehold 4.124 Land for mixed N/A 10/08/1995 134,524
Lot 112-115, 120 Section 43 acres development
Wilayah Persekutuan
Lot PT No.4792, 4793, 4794, Freehold 257,760 Land for mixed N/A 05/09/1991 9,653
4796, 4804, 4813, 4814, sq m development
HS (D) No 81308, 81309, 81310,
81311, 81318, 80322,
80323 Mukim Petaling
Kuala Lumpur
Lot PT No. 4802, 4803, 4811, Freehold 55,805 Land for mixed N/A 05/09/1991 16,214
HS (D) No 81316, sq m development
81317, 81321
Mukim Petaling
Kuala Lumpur
No 67, Tanjong Pagar Road Leasehold 5,000 1 unit of 3-storey >22 06/1995 6,499
Singapore 088488 99 years sq ft pre-war shophouse
expiring on for sales and
07/04/2091 marketing office
Lot 470 HS(D) 38111 Freehold 2,250 Land with a 27 31/03/1995 345
Section 94, Kuala Lumpur sq ft 2-storey linked
Wilayah Persekutuan house for rental
(60, Jalan Taman Seputeh Satu
Taman Seputeh
Kuala Lumpur)
PTD 6268, HSD 18755 Freehold 17,488 Petrol kiosk N/A Since 1990 612
Air Hitam, sq ft
Johor Darul Takzim
Lot 103, 104 & 105 Freehold 3.843 Condominium 8 02/03/1989 407
GM 915, 1743 & 1166 Section 94 acres Block A
Robson Heights, (land area) Sold : 127 units
Kuala Lumpur Unsold : 1 unit
Lot 5593 EMR 4282 Freehold 9.72 Land for mixed N/A Since 1990 362
Mukim Sri Gading acres development
Off 94km Johor Bahru
Batu Pahat Main Road
Batu Pahat
Johor Darul Takzim
(Taman UPC,Air Hitam)
Mukim Simpang Kanan Freehold 40.4371 Land for residential N/A Since 1990 3,684
Daerah Batu Pahat, acres & commercial
Johor Darul Takzim development
(Banang Estate)
Lot 24225 & 24226 Freehold 5,720 2 units of 2-storey 7 since 1990 271
Banang Jaya sq ft shophouse
Phase 1A for office use
Batu Pahat
Johor Darul Takzim
(No. 74 & 75, Jalan Gemilang)
PTD 6089 to 6097, Freehold 1.431 Vacant residential & N/A Since 1990 1,501
PTD 6098 to 6104 acres commercial
PTD 6000 to 6009 & development land
PTD 6020 to 6026
Mukim Sri Gading,
Johor Darul Takzim
(Taman UPC, Air Hitam)
Flat 54, Hyde Park Towers, 999 Approximately Apartment for 25 24/09/1993 1,965
London, years 2,500 sq ft investment
United Kingdom
Flat 35, Bishops Courts 125 years 1,184 Apartment for 16 03/08/1994 1,466
Bishops sq ft investment
Porchester Terrace and
Garage Bay 34
London
United Kingdom
Parcel J141 & J1530 Freehold 18.4557 Beach resort >17 24/10/1994 55,394
Situated at Port Glaud acres (173 guest rooms)
South East Coast of Mahe Island
Seychelles
GM PN 1384 Lot 5 & GM PN 1384 2.12 Land for N/A 22/09/1991 51,080
GM PN 1339 Lot 212 Lot 5 - acres development
Pulau Redang, Leasehold expiring of resort
Terengganu Darul Iman in 16/02/2067
GM PN 1339 Lot 212 -
Leasehold expiring in
06/05/2070
Unit #4555, 2514, 2506, 3543, 4544 Freehold 5,444 Holiday >22 30/06/1993 (#4555) 1,560
Awana Condominium sq ft accommodation 01/12/1995 (#2514)
Genting Highlands for members 01/12/1995 (#2506)
Pahang Darul Makmur 27/05/1997 (#3543)
30/04/2000 (#4544)
Part of HS(D) 11008,PT No 12183 Leasehold 56.02 Vacant N/A 30/04/1999 20,306
Mukim and District of Bentong expiring on acres commercial land
Pahang Darul Makmur 01/08/2092
Parcel 3.2 Type A Block D 3rd Floor Freehold 530 Holiday >12 18/04/1995 80
Kemang Indah Condominium sq ft accommodation
Negeri Sembilan Darul Khusus for members
Lot 67 Geran 11506 Section 5 Freehold 9,998 Condominium : >8 23/09/1989 1,327
North East District sq ft Sold : 232 units
Georgetown Unsold : 4 units
Off Jalan Mesjid Negeri,
Pulau Pinang
(Menara Greenview)
Lot 3454 GM(First Grade) Freehold 5,336 Condominium : >6 05/01/1991 807
248 Mukim 13 sq ft Sold : 146 units
North East District Unsold : 2 units
Jalan Sungei Dua
Pulau Pinang
(Desa University)
Lot 1861 EMR 1379 Freehold 23.31 Land for N/A 15/06/1990 2,825
Lot 24,25,905, acres development
927,1241 EMR 8,9,890,905,1212
Mukim Beserah
Kuantan
Pahang Darul Makmur
C.T. 11777, 11778 & 11464 Freehold 1.11 Condominium: >10 20/09/1989 228
Lot 188, 200 & 192 Section 72 acres Sold : 158 units
Town of Kuala Lumpur Unsold : 2 units
(Pines Condominium
Jalan Sultan Abdul Samad
Brickfields, Kuala Lumpur)
Lot 706 Freehold 6.018 Land held for N/A Since 1984 1,000
Mukim of Rengam acres residential
Batu Pahat & commercial
Johor Darul Takzim development
PTD 21447-21463 Freehold 169.884 Land held for N/A 04/12/1997 29,125
PTD 21479-21943 acres development
PTD 27874, PTD 27880
PTD 27880A
PTD 29714-29716
PTD 29667-29713
PTD 29719-29738
PTD 27894
Mukim of Simpang Kanan
Johor Darul Takzim
Lot 1295-1298 Freehold 19.98 Land held for N/A 04/12/1997 881
QT(M) 31-34 acres development
Mukim of Machap
Johor Darul Takzim
Lot 1293 and 1294 Freehold 9.98 Land held for N/A 04/12/1997 470
QT(M) 29 & 30 acres development
Mukim of Machap
Johor Darul Takzim
Banang Jaya Development Freehold 153.06 Land for N/A Since 1987 72,865
Mukim of Simpang Kanan acres golf course,
District of Batu Pahat clubhouse
Johor Darul Takzim and mixed
development
Lot 3000 Mukim Petaling, Freehold 6.739 Proposed for N/A Since 1993 10,916
District of Kuala Lumpur acres development of
Wilayah Persekutuan 408 apartments
PT 5100 HS(D) 18536 Leasehold 66.4 Land for N/A 26/09/1986 12,711
Mukim Setapak 99 years acres residential &
Off 10 km Jalan Gombak expiring on commercial
Gombak 12/04/2088 development
Selangor Darul Ehsan
(Taman Cemerlang)
Lot 4924 (PT 11526) Leasehold 60 Land for N/A 01/05/1992 23,091
Mukim of Hulu Kelang expiring on acres development
District of Gombak 17/06/2078
Taman Tun Abdul Razak
Ampang Jaya
Selangor Darul Ehsan
Lot 4916 (PT 1927) & Leasehold 67.195 Club house and 18 01/10/1984 74,304
5871 (PT 2055) expiring on acres golf course
Mukim of Hulu Kelang 17/06/2078
District of Gombak
Taman Tun Abdul Razak
Ampang Jaya
Selangor Darul Ehsan
No. 76, Mukim 17 Freehold 9.655 Land held for N/A 12/07/1994 2,109
Lot 471 & 472 acres development
Tanjong Bungah
Nouth East District
Pulau Pinang
B4/21 (Unit 6542) Freehold 1,916 Resort apartment >22 25/04/1992 503
Awana Condominium sq ft for investment
Genting Highlands
Pahang Darul Makmur
B4/22 (Unit 6541) Freehold 2,007 Resort apartment >22 01/09/1992 348
Awana Condominium sq ft for investment
Genting Highlands
Pahang Darul Makmur
B4/19 (Unit 5544) Freehold 1,258 Resort apartment >22 28/02/1991 229
Awana Condominium, sq ft for investment
Genting Highlands
Pahang Darul Makmur
Lot 1165 Geran 5868 Freehold 1,546.34 1 unit of apartment >22 01/09/1992 266
Section 57, sq ft for investment
Daerah Kuala Lumpur
(Lot 17.01 17th floor
Wisma Cosway,
Kuala Lumpur)
Lot PTB 13484 Title HS(D) 74361 Freehold 41,676 24 units of 4 storey >14 28/02/1991 5,740
Daerah Johor Bahru sq ft apartment for rental
Johor Darul Takzim
(Sri Indah Court,
Jalan Abdul Samad
Johor Bahru,
Johor Darul Takzim)
Unit 15A-33-6 Scots Tower Freehold 2,588 1 unit of condominium >10 09/12/1994 960
Mont' Kiara Pines sq ft for rental
Kuala Lumpur
Lot PTPJ1484/62, HS(D) 44636 Leasehold 35,000 1 storey >10 13/10/1995 5,926
Lot 3, Section 51A, Jln 225, 99 years sq ft detached factory
Petaling Jaya, expiring on for rental
Selangor Darul Ehsan 23/06/2065
Lot 37720 Title PN 9989 Leasehold 33,706 3-storey detached 1 28/02/1991 12,803
Mukim Kuala Lumpur 99 years sq ft house
(8 Lorong Duta 2, expiring on
Taman Duta, Kuala Lumpur) 21/09/2072
Lot PT 2 HS(M) 349 Freehold 14,000 Land with a 2- >17 15/05/1990 1,730
Mukim Ampang sq ft storey bungalow
Kuala Lumpur for rental
(15 Lingkungan U Thant,
Kuala Lumpur)
PT 1151 HS(D) 32355 Freehold 10,838 Land with a 2- >17 23/10/1991 1,408
Mukim & Daerah Kuala Lumpur sq ft storey bungalow
(33 Jalan Beka, for investment
Damansara Heights,
Kuala Lumpur)
Lot 8 Subang Hi-Tech Freehold 48,748 1- storey factory >10 26/10/1994 4,000
Industrial Park sq ft with 3- storey
Subang Jaya office for rental
Selangor Darul Ehsan
Lot 23-25, Lot 70-77, Freehold 26,888 Retail lots >17 25/05/1990 } 28,836
Kota Raya Complex sq ft (A) for rental }
Jalan Cheng Lock 12,992.03 }
Kuala Lumpur (A) sq ft (B) }
}
Lot 119-120 }
Kota Raya Complex }
Jalan Cheng Lock }
Kuala Lumpur (B) }
Lot 8189 & 8190, Leasehold 245 Office building 16 yrs 1996 786
Town East, Jalan Pending 60 yrs sq m
93450 Kuching, Sarawak expiring on
11/05/2048
No.273 & 274, Leasehold 484.2 Draw Hall & 10 yrs 2002 4,174
Lot 2545 & 2546, 60 years sq m Office building
Centraland expiring on
Commercial Park, 05/05/2054
Off Jalan Rock,
93250 Kuching, Sarawak
Unit 17& 18, 9th Floor Leasehold 387.96 Office space 7 1995 2,949
Office Tower II expiring on sq m for rental
Henderson Centre, Beijing 13/10/2043
People's Republic of China
Geran No. 29726, Freehold 67,855 Land with office 18 27/11/1989 45,880
Lot No. 1261 Seksyen 67 sq ft & residential block &
Daerah Kuala Lumpur shopping complex
(Plaza Berjaya, 12 Jalan Imbi, for rental
Kuala Lumpur)
Lot 15802 Geran 1223 Freehold 325.235 Land for mixed N/A 06/11/1991 56,664
(Old Lot 58) acres development
Mukim & Daerah Klang
Selangor Darul Ehsan
(Berjaya Park, Jalan Kebun,
Shah Alam)
Lot 117 CT 12610 Freehold 1.046 Land with detached >15 16/08/1989 8,296
Section 89A acres building for
Daerah Kuala Lumpur rental
(187A Jalan Ampang,
Kuala Lumpur)
Lot 1744 & 1745 Mukim 17 Freehold 227,274 Vacant N/A 26/11/1991 } 4,075
Daerah Seberang sq ft development }
Perai Tengah land }
Pulau Pinang }
}
Lot 1740, 1741, 1742, 1743, Freehold 1,641,478 Vacant N/A 26/11/1991 }
1746, 1748, 1749 & 1750 sq ft development }
Mukim 17 Daerah Seberang land }
Perai Tengah }
Pulau Pinang }
}
Lot 767, 1252, 1253 & 1755 Freehold 255,618.79 Vacant N/A 26/11/1991 }
Mukim 17 Daerah Seberang sq ft development }
Perai Tengah, Pulau Pinang land }
Lot 6, Jalan 217 Leasehold 1.27 Industrial land and 41 01/07/1968 15,998
Section 51, Petaling Jaya expiring on acres industrial building
Selangor Darul Ehsan 09/04/2056 for rental
(Lot 58 Section 20
Petaling Jaya)
Lot 35928 PT No. 4626 Leasehold 72,200 Land for 10 yrs 11/09/1989 } 979
Mukim Petaling 86 years sq ft residential }
Jalan Sungai Besi, expiring on development }
Kuala Lumpur 13/10/2079 }
}
Lot PT No. 4627, HS (D) 77315, Leasehold 433,767 Land for N/A 11/09/1989 }
Mukim Petaling 86 years sq ft residential }
Jalan Sungai Besi, expiring on development }
Kuala Lumpur 13/10/2079 }
Lot 35930 PT No. 4625 Leasehold 3,046 Land proposed N/A 11/09/1989 } 504
Mukim Petaling 86 years sq ft for 4 storey }
Jalan Sungai Besi, expiring on shop office }
Kuala Lumpur 13/10/2079 }
}
HS (D) 67288 Lot 57, Freehold 6,867 Land proposed N/A 06/04/1994 }
Mukim Petaling sq ft for 4 storey }
Jalan Sungai Besi, shop office }
Kuala Lumpur }
Lot 006 to 007, HS(M) 4245 Freehold 755,234 Land for N/A Since 1989 49,915
to 4246, PT 5271 to 5272 sq ft bungalow lots
Lot 009 to 013, HS(M) 4287 development
to 4291, PT 5274 to 5278
Lot 020 to 024, HS(M) 4298
to 4302, PT 5285 to 5289
Lot 030 to 035, HS(M) 2302
to 2307, PT 21 to 27
Lot 040 to 043, HS(M) 4337 to 4334,
PT 5362 to 5359
Lot 046, HS(M) 4285, PT 5356
Lot 051 to 052,
HS(M) 4280 to 4279,
PT 5351 to 5350
Lot 056 to 058, HS(M) 4275 to 4273,
PT 5346 to 5344
Lot 061 to 067, HS(M) 4330
to 4324, PT 5341 to 5335
Lot 071 to 073, HS(M) 4320
to 4318, PT 5331 to 5329
Lot 077, HS(M) 4314, PT 5325
Lot 079 to 083, HS(M) 4312
to 4308, PT 5323 to 5319
Lot 090, HS(M) 4265, PT 5312
Lot 092 to 093, HS(M) 4263
to 4262, PT 5310 to 5309
Lot 096, HS(M) 4259, PT 5306
Lot 104 to 108, HS(M) 2301
to 2297, PT 20 to 17
Seputeh Heights,
Kuala Lumpur
Lot 1 Persiaran Teknologi Freehold 224,211 Land for N/A 24/08/2001 21,114
Taman Teknologi Subang sq ft bungalow lots
Batu 3, Shah Alam development
(Subang Heights, (West Parcel)
Shah Alam) 4.93 Land for residential 5,438
acres development
HS(D) 791, PT 6 Mukim of Leasehold 131,432 Land for development >10 06/10/1989 400
Kuala Lumpur Ixora Apartments 99 years sq ft Condominium blocks
Jalan Tun Razak, Section 62 expiring on Sold - 301 units
Kuala Lumpur 18/03/2074 Unsold - 3 units
Lot 845 to 883, 955 & 1217 Freehold 140,659 62 units of 19 16/05/1991 37,718
CT 17922 to 17960 & sq ft apartments with
Geran 8335 clubhouse known
Section 67, Kuala Lumpur as KL Court &
Wilayah Persekutuan KL Heights
(KL Plaza,
Jalan Bukit Bintang,
Kuala Lumpur)
Lot PT 1696 & 1697 HS(D) Leasehold 62.5 Land with ongoing N/A 07/02/1989 1,739
36083 & 36084 99 years acres residential &
Mukim Petaling expiring on commercial
Off Jalan Puchong 12/02/2088 development
Selangor Darul Ehsan
(Taman Kinrara, Puchong,
Selangor Darul Ehsan)
Lot 7773 PT 2548, Lot 7774 PT 2549 Freehold 269.7 Club house and 12 20/08/1982 40,747
Title No.HS (D) 79345, 79346 acres golf course
Mukim of Setul
District of Seremban
Negeri Sembilan Darul Khusus
Lot 7853 PT 2627, Freehold 3,266 Bungalow lots N/A 20/08/1982 236
Title No.HS (D) 79424 sq m for sale
Lot 7973 PT 2747 (37734)
Title No.HS (D) 79544
Lot 7846 PT 2620
Title No.HS (D) 79417
Lot 7890 PT 2664
Title No.HS (D) 79461
Mukim of Setul
District of Seremban
Negeri Sembilan Darul Khusus
Lot 7775 PT 2550 Freehold 7.61 Land for N/A 20/08/1982 3,029
Title No.HS (D) 79347 acres development
Mukim of Setul
District of Seremban
Negeri Sembilan Darul Khusus
Lot 7998 PT 2772 Freehold 0.017 Land for power N/A 20/08/1982 5
Title No.HS (D) 79569 acre sub-station
Mukim of Setul
District of Seremban
Negeri Sembilan Darul Khusus
Lot 11527 & 11525 Leasehold 292.68 Land for N/A 22/12/1990 195,901
HS(D) 18814 & 18812 expiring on acres development
Mukim Hulu Kelang 17/06/2078
Gombak
(Taman Tun Abdul Razak
Selangor Darul Ehsan)
Sublot VI, part of Lot 7 Section 90 Leasehold 1.181 Residential land >22 17/04/1990 905
Parent Title CT 17211 99 years acres with detached
Mukim Kuala Lumpur expiring on building for rental
Wilayah Persekutuan 01/10/2020
(438 Jalan Tun Razak,
Kuala Lumpur)
HS (D) 224 PT Tioman 215 Leasehold 200 Land for hotel 17 30/12/1985 158,475
HS (D) 27 P.T. Tioman 224 99 years acres & resort operations
Daerah Rompin expiring on
Mukim Tioman 06/01/2074 for
Tioman Island HS(D) 224 and
Pahang Darul Makmur 05/10/2076 for
HS(D) 27
Lot 87 & 86, PT 445 & 446 PT445 - Leasehold 27 Land for resort N/A 08/09/1993 6,152
Kampung Bunut 19/02/2089 acres development (PT 446)
Mukim Tioman (99 years) 16/1/1991
Pahang Darul Makmur PT446 - Leasehold (PT 445)
31/01/2089
(99 years)
Lot 28235 Freehold 27,039 Land for N/A 04/08/1989 1,011
(part of Lots 28233-28236) sq ft commercial
Mukim Setapak,Taman Sri Pelangi development
Jalan Genting Kelang
Kuala Lumpur
Other than as disclosed in Notes 14, 17, 23, 24, 27, 31, 38, 41 and 42 to the Financial Statements, the subsisting
material contracts entered into by Berjaya Land Berhad (BLand) and its subsidiary companies involving Directors
and major shareholders are as follows:-
1) Eighteen (18) agreements dated 17 December 1999 entered into between BLand, Berjaya Group Berhad
(BGroup) and fifteen (15) lenders in relation to the put and call options of up to a total of RM472,340,000
nominal amount of 5% Irredeemable Convertible Unsecured Loan Stocks (ICULS) 1999/2009, issued pursuant
to the eighteen (18) subscription agreements dated 17 December 1999 entered into between BLand and/or
its subsidiary companies and fifteen (15) lenders for the subscription of a total of RM472,340,000 nominal
amount of 5% ICULS 1999/2009 pursuant to the debt conversion exercise of RM1,049,258,000 bank loans and
debts owing by BLand and its subsidiary companies to various financial institutions and creditors into
RM1,049,258,000 nominal amount of 5% ICULS 1999/2009 and debt conversion of RM99,999,800 bank loans
owing by BLand and its subsidiaries to Arab-Malaysian Bank Berhad (AMBB), Arab-Malaysian Finance Berhad
(AMFB) and Arab-Malaysian Merchant Bank Berhad (AMMB) into 64,516,000 new shares in BLand at an
issue price of RM1.55 per share (Debt Conversion Exercise).
2) Six (6) agreements dated 17 December 1999 entered into between BLand, BGroup and AMBB, AMFB, AMMB in
relation to the put and call options of up to a total of RM333,382,000 nominal amount of 5% ICULS 1999/2009
issued pursuant to six (6) subscription agreements dated 17 December 1999 entered into between BLand
and/or its subsidiary companies and AMBB, AMFB, AMMB for the subscription of RM333,382,000 nominal amount
of 5% ICULS 1999/2009 and 64,516,000 new shares at an issue price of RM1.55 per new share pursuant to the
Debt Conversion Exercise.
Berjaya Langkawi Beach & Spa Resort Kelab Darul Ehsan Desa WaterPark
Karong Berkunci 200 Taman Tun Abdul Razak P.O. Box 13527
Burau Bay Jalan Kerja Air Lama Taman Danau Desa
07000 Langkawi 68000 Ampang Jaya Off Jalan Klang Lama
Kedah Darul Aman Selangor Darul Ehsan 58100 Kuala Lumpur
Tel : 04-959 1888 Tel : 03-4257 2333 Tel : 03-7118 8338
Email : [email protected] Email : [email protected] Email : [email protected]
Berjaya Redang Beach Resort Bukit Kiara Equestrian & Country Resort OVERSEAS HOTELS, RESORTS &
Berjaya Redang Spa Resort Jalan Bukit Kiara RECREATION DEVELOPMENT
Pulau Redang Off Jalan Damansara
P.O. Box 126, Main Post Office 60000 Kuala Lumpur Berjaya Beau Vallon Bay Beach Resort
20928 Kuala Terengganu Tel : 03-2094 1222 & Casino
Terengganu Darul Iman Email : [email protected] P.O. Box 550, Victoria
Tel : 09-697 3988 Mahe, Seychelles
Email : [email protected] Bukit Jalil Golf & Country Resort Tel : 248-287 287
Jalan 3/155B Email : [email protected]
Berjaya Palace Hotel Bukit Jalil
1, Jalan Tangki, Karamunsing 57000 Kuala Lumpur Berjaya Mahe Beach Resort
Locked Bag 78 Tel : 03-8994 1600 P.O. Box 540, Port Glaud
88992 Kota Kinabalu, Sabah Email : [email protected] Mahe, Seychelles
Tel : 088-211 911 Tel : 248-385 385
Email : [email protected] Bukit Banang Golf & Country Club Email : [email protected]
1, Persiaran Gemilang
Berjaya Georgetown Hotel Bandar Banang Jaya Berjaya Praslin Beach Resort
1-Stop Midlands Park 83000 Batu Pahat Anse Volbert, Praslin
Jalan Burmah Johor Darul Takzim Seychelles
10350 Pulau Pinang Tel : 07-428 6001 Tel : 248-286 286
Tel : 04-227 7111 Email : [email protected] Email : [email protected]
Email : [email protected]
Bukit Tinggi Golf & Country Club Berjaya Le Morne Beach Resort
Berjaya Times Square Hotel & P.O. Box 76 & Casino
Convention Center 28707 Bentong Le Morne, Case Noyale
No. 1, Jalan Imbi Pahang Mauritius
55100 Kuala Lumpur Tel : 09-288 8832 Tel : 230-450 5800/5700
Tel : 03-2117 8000 Email : [email protected] Email : [email protected]
Email : [email protected]
Berjaya Mount Royal Beach Hotel 57000 Kuala Lumpur Pines Condominiums
36, College Avenue Tel : 03-8996 8060 Management Office:
Mount Lavinia No. 116, Jalan Sultan Abdul Samad
Sri Lanka Berjaya Central Park Brickfields
Tel : 941-1273 9610/14 Lot 43, 44, 133 & 135, Seksyen 58 50470 Kuala Lumpur
Email : [email protected] Jalan Ampang/Jalan Sultan Ismail Tel : 03-2273 3285
50450 Kuala Lumpur
Berjaya Eden Park Hotel Tel : 03-2163 2828 Robson Condominiums
35-39, Inverness Terrace Management Office:
Bayswater, London W2 3JS Berjaya Park Jalan 2/87D, Robson Heights
United Kingdom Seksyen 32 Persiaran Syed Putra 2
Tel : 4420-7221 2220 40460 Shah Alam 50460 Kuala Lumpur
Email : [email protected] Selangor Darul Ehsan Tel : 03-2273 0925
Rental income and service charges Noble Circle (M) Sdn Bhd 58
receivable renting of office premises
at 13th Floor (Section A), Menara
Berjaya, KL Plaza, Kuala Lumpur.
Berjaya Registration Receipt of share registration Berjaya Land Berhad 230
Services Sdn Bhd services and related expenses
Rental income and service charges Noble Circle (M) Sdn Bhd 344
receivable for renting of office and
storage space
Berjaya International Management fees payable for Berjaya Beau Vallon Bay 882
Casino Management consultation services rendered (Cayman) Limited
(HK) Limited on casino operation
Management fees receivable for Berjaya International 2,275
services rendered include inter-alia Casino Management
the provision of accounting, (Seychelles) Limited
secretarial and general administrative
services
Berjaya Corporation General marketing charges Berjaya Golf Resort Berhad 235
(S) Pte Ltd payable Berjaya Land Development Sdn Bhd
Cempaka Properties Sdn Bhd
Indra Ehsan Sdn Bhd
Kota Raya Development Sdn Bhd
Noble Circle (M) Sdn Bhd
Nural Enterprise Sdn Bhd
Pakar Angsana Sdn Bhd
Selat Makmur Sdn Bhd
Sri Panglima Sdn Bhd
Tiram Jaya Sdn Bhd
Tunas Cempaka Sdn Bhd Management fees receivable for Berjaya Langkawi Beach 20
services rendered include inter-alia Resort Sdn Bhd
the provision of accounting,
secretarial and general administrative
services
Rental income receivable for 60
renting of shoplot at Berjaya
Langkawi Beach & Spa Resort
Berjaya International General administrative charges Berjaya Beau Vallon 696
Casino Management receivable Bay Beach Resort Ltd
(Seychelles) Limited
Rental income receivable for Berjaya Beau Vallon 2,784
renting of casino in Berjaya Beau Bay Beach Resort Ltd
Vallon Bay Beach Resort Ltd
Berjaya Education Receipt of education and staff Berjaya Golf Resort Berhad 18
Sdn Bhd training services Berjaya Guard Services Sdn Bhd
Berjaya Land Berhad
Berjaya Langkawi Beach
Resort Sdn Bhd
Berjaya Vacation Club Berhad
Bukit Kiara Resort Berhad
Gemilang Cergas Sdn Bhd
Selat Makmur Sdn Bhd
Sinar Merdu Sdn Bhd
Berjaya Group Berhad ("BGroup") and its unlisted related companies (contd)
BerjayaCity Sdn Bhd Rental income and service charges Noble Circle (M) Sdn Bhd 95
(formerly known as receivable for renting of office at
Eminent Capital Sdn Bhd) Lot T30 & T30B, 3rd Floor, KL Plaza,
Kuala Lumpur.
Inter-Pacific Trading Rental income receivable for Nural Enterprise Sdn Bhd 50
Sdn Bhd renting of office premises at 1st floor,
Podium Block, Plaza Berjaya,
Kuala Lumpur.
Purchase of stationery products Amat Muhibah Sdn Bhd 1,127
Aras Klasik Sdn Bhd
Berjaya Air Sdn Bhd
Berjaya Golf Resort Berhad
Berjaya Hospitality Services Sdn Bhd
Berjaya Land Berhad
Berjaya Land Development Sdn Bhd
Berjaya Langkawi Beach
Resort Sdn Bhd
Berjaya Project Management Sdn Bhd
Berjaya Property Management
Sdn Bhd
Berjaya Redang Beach Resort Sdn Bhd
Berjaya Resort Management
Services Sdn Bhd
Berjaya Vacation Club Berhad
Bukit Kiara Resort Berhad
Gemilang Cergas Sdn Bhd
Indah Corporation Berhad
Indra Ehsan Sdn Bhd
Klasik Mewah Sdn Bhd
Kota Raya Complex Management
Sdn Bhd
Noble Circle Management Sdn Bhd
Nural Enterprise Sdn Bhd
Pakar Angsana Sdn Bhd
Securiservices Sdn Bhd
Selat Makmur Sdn Bhd
Sinar Merdu Sdn Bhd
Sri Panglima Sdn Bhd
Staffield Country Resort Berhad
Tioman Island Resort Berhad
Tiram Jaya Sdn Bhd
Berjaya Coffee Company Rental income and service 804
(M) Sdn Bhd charges receivable for renting
of the following:-
1. Kiosk G1, Ground Floor, } Kota Raya Development
Kota Raya Complex } Sdn Bhd
Kuala Lumpur. }
2. Storage space at Level 4, }
Kota Raya Complex }
Kuala Lumpur.
3. Kiosk A at main entrance } Noble Circle (M) Sdn Bhd
walkway, KL Plaza, }
Kuala Lumpur. }
4. Shoplot at Lot G33.3A-G33.5, }
Ground Floor, KL Plaza, }
Kuala Lumpur. }
5. Store at Lot F33, 1st Floor, }
KL Plaza, Kuala Lumpur.
6. Shoplot at Kiosk 1, Plaza Berjaya, } Nural Enterprise Sdn Bhd
Jalan Imbi, Kuala Lumpur. }
7. Shoplot at Lot 3.11, 3rd Floor, }
Podium Block, Plaza Berjaya, }
Jalan Imbi, Kuala Lumpur. }
8. Office premises at Lot 3.05, }
3rd Floor, Podium Block, }
Plaza Berjaya, Jalan Imbi, }
Kuala Lumpur. }
Berjaya Group Berhad ("BGroup") and its unlisted related companies (contd)
Quasar Carriage Sdn Bhd Provision of security guard services Berjaya Guard Services Sdn Bhd 76
Berjaya Group Berhad ("BGroup") and its unlisted related companies (contd)
Convenience Shopping Rental income and service } 689
Sdn Bhd charges receivable for renting }
of the following:- }
1. Shoplot at Kiosk II, Plaza Berjaya, }
Jalan Imbi, Kuala Lumpur. }
2. Office premises at Level 3A, } Nural Enterprise Sdn Bhd
Podium Block, Plaza Berjaya, }
Jalan Imbi, Kuala Lumpur. }
3. Office premises at Level 5,
Plaza Berjaya Jalan Imbi,
Kuala Lumpur.
4. Shoplot at Lot LG 147, Klasik Mewah Sdn Bhd
Lower Ground Floor,
Sungai Wang Plaza, Jalan
Sultan Ismail, Kuala Lumpur.
5. Shoplot at Nos. D-0-5 and D-0-6, Berjaya Golf Resort Berhad
Arena Green Apartment,
Jalan 1/155A, Bukit Jalil,
Kuala Lumpur.
Berjaya HVN Sdn Bhd Rental income receivable for Klasik Mewah Sdn Bhd 150
renting of shoplot at Lot 147-1,
Lower Ground Floor, Sungai
Wang Plaza, Kuala Lumpur.
Cosway (M) Sdn Bhd Rental income and service charges 93
receivable for the following:-
1. Shoplot at No.15, Taman Tun KDE Recreation Berhad
Abdul Razak, Jalan Kerja Air Lama,
Ampang Jaya, Selangor.
2. Shoplot at Lot S08-09 2nd Floor, Noble Circle (M) Sdn Bhd
KL Plaza, Jalan Bukit Bintang,
Kuala Lumpur.
3. Shoplot at Lots 1 & 2, Bukit Jalil Berjaya Golf Resort Berhad
Golf & Country Resort,
Jalan 3/155B, Bukit Jalil.
Singer (Malaysia) Sdn Bhd Provision of security services Berjaya Guard Services Sdn Bhd 322
Cosway Corporation Berhad ("Cosway") and its unlisted related companies (contd)
Rental income receivable for
the following:-
1. Shoplot at Ground Floor and Berjaya Kawat Industries Sdn Bhd 200
1st Floor, No. 133(Lot 18),
Indah UPC, Jalan Klang Lama.
2. Warehouse at Lot 3, Lorong 2/1, Berjaya Enamelware Sdn Bhd
Solok Hishammudin Kawasan
Selat Klang Utara, Selangor.
Stephens Properties Rental and service charges Berjaya Land Development Sdn Bhd 22
Sdn Bhd payable for:- Berjaya Land Berhad
1. Lot 19D, E&F, 20A, B,C,D&E and Berjaya Golf Resort Berhad
22D, Wisma Cosway, Jalan Pakar Angsana Sdn Bhd
Raja Chulan, Kuala Lumpur. Tioman Island Resort Berhad
2. Office at Lot 6.07, Wisma Cosway, Berjaya Land Berhad
Jalan Raja Chulan, Kuala Lumpur.
Dunham-Bush (Malaysia) Bhd ("DBush") and its unlisted related companies
Topgroup M & E Services Contract pertaining to maintenance Sinar Merdu Sdn Bhd 291
Sdn Bhd and service of air-conditioning Aras Klasik Sdn Bhd
Berjaya Golf Resort Berhad
Topgroup Parts & Services Kota Raya Complex Management Sdn Bhd
(Kuantan) Sdn Bhd Noble Circle Management Sdn Bhd
Berjaya Megamall Management Sdn Bhd
Berjaya Sports Toto Berhad ("BToto") and its unlisted related companies
Berjaya Sports Toto Berhad Rental income and service Noble Circle (M) Sdn Bhd 768
charges receivable for renting of
office at 8th, 14th and 15th Floors,
Menara Berjaya, KL Plaza,
Jalan Bukit Bintang, Kuala Lumpur.
Rental income receivable for Berjaya Langkawi Beach 180
renting of villa at Berjaya Langkawi Resort Sdn Bhd
Beach & Spa Resort
Sports Toto (Malaysia) Provision of security services Berjaya Guard Services Sdn Bhd 1,003
Sdn Bhd
Rental income receivable for Noble Circle (M) Sdn Bhd 849
renting of office at 7th, 12th and
13th Floor, Jalan Bukit Bintang,
Menara Berjaya, KL Plaza, Jalan
Bukit Bintang, Kuala Lumpur.
Rental income receivable for Sinar Merdu Sdn Bhd 67
renting of rooms at KL Court,
KL Plaza, Jalan Bukit Bintang,
Kuala Lumpur for guests use
FEAB Properties Sdn Bhd Rental income receivable Berjaya Land Development 22
FEAB Land Sdn Bhd for renting of office Sdn Bhd
Chopstik Noodle House Rental income and services Noble Circle (M) Sdn Bhd 254
Sdn Bhd (c) charges receivable for renting of
shoplot at F00.3 1st Floor, KL Plaza,
Jalan Bukit Bintang, Kuala Lumpur.
Songbird Amusement Rental income and service Nural Enterprise Sdn Bhd 346
Sdn Bhd (c) charges receivable for renting of
shoplot at Lots 2.35 & 2.36,
2nd Floor, Podium Block,
Plaza Berjaya, Jalan Imbi,
Kuala Lumpur.
Berjaya Times Square Provision of security services Berjaya Guard Services Sdn Bhd 66
Sdn Bhd (d)
Management fees receivable to Berjaya Hospitality Services Sdn Bhd 64
operate and manage Berjaya Times
Square Service Suites and Convention
Center at the rate of 4% of the
gross operating profit
WOFS.com Sdn Bhd (e) Rental income and service charges Noble Circle (M) Sdn Bhd 143
receivable for renting of shoplot at
Lot F17, 1st Floor, KL Plaza,
Jalan Bukit Bintang, Kuala Lumpur.
Bukit Tinggi Resort Rental income and service charges Nural Enterprise Sdn Bhd 118
Berhad (f) receivable for renting of shoplot at
Lot 2.05, 2nd Floor, Podium Block,
Plaza Berjaya, Jalan Imbi,
Kuala Lumpur.
Nerine Tan Sheik Ping (d) Rental payable by Taman TAR Taman TAR Development Sdn Bhd 32
Development Sdn Bhd for renting
of penthouse at Unit B3-41,
Menara Mutiara, Taman TAR,
Ampang for corporate use
Notes:-
Tan Sri Dato' Seri Vincent Tan Chee Yioun ("TSVT") is the Chief Executive Officer and Major Shareholder of BGroup, the ultimate
holding company of the Company, BCapital, Cosway and DBush. He is also a Chief Executive Officer and a Major Shareholder
of BToto. The relationship of the other related parties are as follows:-
(a) Berjaya Group Berhad ceased to have an interest in Sun Media Corporation Sdn Bhd with effect from 30 October 2003. TSVT is
also a Director and Major Shareholder of Sun Media Corporation Sdn Bhd by virtue of his 32.36% interest in Nexnews Berhad.
(b) DiGi Telecommunications Sdn Bhd ("DiGi") is a wholly owned subsidiary of DiGi.Com Berhad. TSVT is the Chairman of DiGi
and a Major Shareholder of DiGi by virtue of his 10.94% interest in DiGi.Com Berhad, the holding company of DiGi.
(c) Tai Thong Clubs and Hotel Catering Sdn Bhd, Chopstik Noodle House Sdn Bhd and Songbird Amusement Sdn Bhd are
subsidiary companies of TT Resources Berhad. TSVT's brother, Tan Sri Dato' Tan Chee Sing ("TSDT") is the Executive Vice-
Chairman and Major Shareholder of TT Resources Bhd by virtue of his 26.51% in TT Resources Bhd which in turn has 100%
interests in Tai Thong Clubs and Hotel Catering Sdn Bhd and Chopstik Noodle House Sdn Bhd. Furthermore, Songbird
Amusement Sdn Bhd is a wholly subsidiary of TT Leisure Management Sdn Bhd, which in turn is a wholly owned subsidiary
of TT Resources Berhad.
(d) TSVT and Dato' Robin Tan Yeong Ching ("DRTYC") are Directors and shareholders of Berjaya Times Square Sdn Bhd ("BTSSB").
Nerine Tan Sheik Ping ("NTSP"), a shareholder of BTSSB, resigned as a Director of BTSSB on 6 May 2004.TSVT, a major shareholder
of BTSSB has direct interest of 87.99% in BTSSB. Dijaya Corporation Berhad ("Dijaya") is a Major Shareholder of BTSSB by virtue
of its 100% interest in Bakat Rampai Sdn Bhd which in turn holds 11.25% in BTSSB. TSDT is the Chief Executive Officer and
Major Shareholder in Dijaya by virtue of his direct and indirect interests of 28.96% and 27.21% in Dijaya respectively. TSVT is
a brother of TSDT and father of DRTYC and NTSP.
(e) WOFS.com Sdn Bhd is a 38.8% owned associated company of MOL.com Berhad. TSVT, the Chairman and Major Shareholder
of MOL.com Berhad is deemed a Major Shareholder of WOFS.com Berhad Sdn Bhd by virtue of his 80.29% interest in
MOL.com Berhad.
(f) TSVT, DRTYC and NTSP are Directors of Bukit Tinggi Resort Berhad ("BTRB"). Further, TSVT, a Major Shareholder of BTRB has
direct and indirect interests of 52.69% and 8.22% in BTRB respectively.
Tan Sri Dato' Thong Yaw Hong 17,500 0.00 114,000 0.01
Tan Sri Dato' Danny Tan Chee Sing 239,721 0.03 11,461,250 1.32
Datuk Robert Yong Kuen Loke 90,000 0.01 - -
Ng Sooi Lin 41,000 0.01 - -
Tan Sri Dato' Thong Yaw Hong 26,250 0.00 171,000 0.02
Tan Sri Dato' Danny Tan Chee Sing - - 2,509,000 0.28
Tan Sri Dato' Danny Tan Chee Sing 36,181,000 2.42 679,000 0.05
Dato' Robin Tan Yeong Ching 76,000 0.00 - -
Datuk Robert Yong Kuen Loke 200,000 0.01 - -
Number of Warrants
Direct Interest % Deemed Interest %
Save as disclosed, none of the other Directors of the Company has any interest in the shares and debentures of the
Company or its related corporations as at 27 August 2004.
ANALYSIS OF SHAREHOLDINGS
NOTES:-
There is only one class of shares in the paid-up capital of the Company. Each share entitles the holder to one vote.
* denotes 5% of the issued and paid-up capital of the Company.
25 Tan Sri Dato Seri Vincent Tan Chee Yioun 9,000,000 1.04
503,053,197 58.01
827,677,325 92.54
No. of Shares
Names of Substantial Shareholder Direct Interest % Deemed Interest %
NOTES:-
(a) Deemed interested by virtue of its 100% interest in Teras Mewah Sdn Bhd, Juara Sejati Sdn Bhd, Bizurai Bijak (M) Sdn Bhd, Espeetex
Sdn Bhd and its interests in the related companies, Berjaya General Insurance Berhad, Prime Credit Leasing Sdn Bhd, Inter-Pacific
Securities Sdn Bhd, Eng Securities Sdn Bhd, Inter-Pacific Capital Sdn Bhd and Dunham-Bush Sales & Services Sdn Bhd.
(b) Deemed interested by virtue of his interests in Berjaya Group Berhad, Berjaya Times Square Sdn Bhd, Bukit Tinggi Resort Berhad
and his deemed interest in Desiran Unggul Sdn Bhd, a wholly-owned subsidiary of Intan Utilities Bhd.
(c) Tan Sri Dato' Seri Vincent Tan Chee Yioun also has a deemed interest in 64,516,000 ordinary shares in Berjaya Land Berhad
(BLand) pursuant to Berjaya Group Berhad's Put and Call Option on the BLand shares.
NOTICE IS HEREBY GIVEN THAT the Fourteenth Annual General Meeting of the Company will be held at Dewan
Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on
Monday, 25 October 2004 at 10.30 a.m. for the following purposes: -
AGENDA
1. To receive and adopt the audited financial statements of the Company for the year
ended 30 April 2004 and the Directors' and Auditors' Reports thereon. RESOLUTION 1
2. To approve the payment of Directors' fees amounting to RM108,000.00 for the year ended
30 April 2004. RESOLUTION 2
4. To re-appoint Tan Sri Dato' Thong Yaw Hong as a Director of the Company and to hold
office until the conclusion of the next Annual General Meeting of the Company pursuant
to Section 129(6) of the Companies Act, 1965. RESOLUTION 6
5. To re-appoint Messrs Ernst & Young as Auditors and to authorise the Directors to fix their
remuneration. RESOLUTION 7
6. As special business:-
(a) To consider and, if thought fit, pass the following Ordinary Resolutions :-
(i) Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies
Act, 1965
"That, subject always to the Companies Act, 1965, the Articles of Association of
the Company and the approvals of the relevant governmental/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 fit provided that the aggregate number of shares issued pursuant to
this resolution does not exceed 10% of the issued share capital of the Company
for the time being and that such authority shall continue in force until the
conclusion of the next Annual General Meeting of the Company." RESOLUTION 8
(ii) Proposed renewal of and new Shareholders' Mandate for Recurrent Related
Party Transactions of a Revenue or Trading Nature
(a) the conclusion of the next Annual General Meeting ("AGM") of the Company
following the AGM, at which the ordinary resolution for the proposed
mandate will be passed, at which time it will lapse, unless by a resolution
passed at a general meeting, the authority is renewed;
(b) the expiration of the period within which the next AGM after the date it is
required to be held pursuant to Section 143(1) of the Companies Act, 1965
(but shall not extend to such extension as may be allowed pursuant to
Section 143(2) of the Companies Act, 1965); or
And Further That authority be and is hereby given to the Directors of the
Company and its subsidiaries to complete and do all such acts and things
(including executing such documents as may be required) to give effect to
such transactions as authorised by this Ordinary Resolution." RESOLUTION 9
NOTES:
1. A member entitled to attend and vote at the meeting is entitled to appoint one (1) proxy only to attend
and vote in his stead. A proxy may but need not be a member of the Company.
2. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991 may appoint one (1) proxy in respect of each securities account.
3. The instrument appointing a proxy, shall be in writing under the hands of the appointer or his attorney duly
authorised in writing, and in the case of a corporation, it must be executed either under its common seal or
under the hand of its attorney.
4. The instrument appointing a proxy must be deposited at the Company's Registered Office, 11th Floor, Menara
Berjaya, KL Plaza, 179 Jalan Bukit Bintang, 55100 Kuala Lumpur not less than forty-eight (48) hours before the
time appointed for holding the meeting or at any adjournment thereof.
The particulars of the Directors who are standing for re-election/re-appointment are as follows:-
1. Dato' Robin Tan Yeong Ching (please refer to Profile of Directors on page 4 and Statement of Directors'
Shareholdings on page 127 of the Annual Report).
2. Khor Poh Waa (please refer to Profile of Directors on page 5 and Statement of Directors' Shareholdings on
page 127 of the Annual Report).
3. Dr. Ramachandran s/o Ratnasingam (please refer to Profile of Directors on page 6 of the Annual Report).
4. Tan Sri Dato' Thong Yaw Hong (please refer to Profile of Directors on page 3 and Statement of Directors'
Shareholdings on page 127 of the Annual Report).
The details of Directors' attendance at Board Meetings are set out on page 25 of the Annual Report.
(i) Resolution 8 is proposed pursuant to Section 132D of the Companies Act, 1965 and if passed, will give the
Directors of the Company, from the date of the above Annual General Meeting, authority to issue and allot
shares from the unissued share capital of the Company for such purposes as the Directors may deem fit and
in the interest of the Company. This authority, unless revoked or varied by the Company in general meeting,
will expire at the conclusion of the next Annual General Meeting of the Company.
(ii) Resolution 9 if passed will allow the Company and its subsidiaries to enter into Recurrent Related Party
Transactions in accordance with paragraph 10.09 of the Listing Requirements of Bursa Malaysia Securities
Berhad. The details relating to Resolution 9 is set out in the Circular to Shareholders dated 1 October 2004
attached to the Annual Report.
FORM OF PROXY
BERJAYA LAND BERHAD
(Incorporated in Malaysia)
I/We.
(Name in full)
of
(Address)
I.C.No.
of
(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 Fourteenth
Annual General Meeting of the Company to be held at Dewan Berjaya, Bukit Kiara Equestrian & Country Resort, Jalan
Bukit Kiara, Off Jalan Damansara, 60000 Kuala Lumpur on Monday, 25 October 2004 at 10:30 a.m. or any adjournment
thereof.
This proxy is to vote on the Resolutions set out in the Notice of the Meeting as indicated with an "X" in the appropriate
spaces. If no specific direction as to voting is given, the proxy will vote or abstain from voting at his/her discretion.
FOR AGAINST
Party Transactions
Signature of Shareholder(s)
NOTES:
1. A member entitled to attend and vote at the Meeting is entitled to appoint one (1) proxy only to attend and vote in his stead. A proxy
2. A member of the Company who is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991 may
3. The instrument appointing a proxy, shall be in writing under the hands of the appointer or his attorney duly authorised in writing, and in the
case of a corporation, it must be executed either under its common seal or under the hand of its attorney.
4. The instrument appointing a proxy must be deposited at the Company's Registered Office, 11th Floor, Menara Berjaya, KL Plaza, 179 Jalan
Bukit Bintang, 55100 Kuala Lumpur not less than forty-eight (48) hours before the time appointed for holding the meeting or at any
adjournment thereof.
(Incorporated in Malaysia)
Affix Stamp