Beruflich Dokumente
Kultur Dokumente
DFZ CAPITAL BERHAD HEADOFFICE AT 418, LEBUH CHULIA, THE ZON ALL SUITES RESIDENCES ON THE PARK AT 161D,
10200 PULAU PINANG JALAN AMPANG, 50450 KUALA LUMPUR
THE MANUFACTURING PLANT FOR UNITED INDUSTRIES HOLDINGS BERHAD AT 5 1/2 MILES, JALAN MERU,
41050 KLANG, SELANGOR DARUL
Contents
Corporate Information 2
Profile of Directors 3-7
Corporate Structure 8-9
Message from the Executive Chairman/Penyata Pengerusi Eksekutif 10 - 15
Statement on Corporate Governance 16 - 24
Audit Committee Report 25 - 28
Statement on Internal Control 29
Financial Statements 31 - 116
Statistics on Shareholdings 117 - 118
Substantial Shareholders 119
Statement of Director’s Interest in the Company and Related Corporations 120
Properties Held by the Group 121 - 125
Notice of Annual General Meeting 126 - 130
Form of Proxy
2
Naluri
Corporation
Berhad
(76466-X)
Corporate Information
Haji Mohd Radzuan bin Abdullah Tai Yit Chan (MAICSA 7009143) Malayan Banking Berhad (3813-K)
(Chairman) Lot 1.01, Ampang Park Shopping
Liew Irene (MAICSA 7022609) Complex
Lee Sze Siang Jalan Ampang
DATE OF INCORPORATION 50450 Kuala Lumpur
Peter Madhavan
1 October 1981 AUDITORS
REMUNERATION COMMITTEE
REGISTERED OFFICE Ernst & Young (AF 0039)
Haji Mohd Radzuan bin Abdullah Level 23A Menara Milenium
(Chairman) 16th Floor, Menara Naluri Jalan Damanlela
161B Jalan Ampang Pusat Bandar Damansara
Dato’ Sri Adam Sani bin Abdullah 50450 Kuala Lumpur Damansara Heights
Tel. No. 603 2179 2000 50490 Kuala Lumpur
Peter Madhavan Fax No. 603 2179 2179 Tel. No. 603 7495 8000
Fax No. 603 2095 5332 (Main)
NOMINATION COMMITTEE SHARE REGISTRAR 603 2095 9078 (Audit)
Profile of Directors
DATOʼ SRI ADAM SANI BIN ABDULLAH TAN SRI SAW HUAT LYE
(Formerly Dato’ Sri Maung Ng We) Executive Director
Executive Chairman
Executive Director Tan Sri Saw Huat Lye, Malaysian, aged 71, holds a
Bachelor of Arts (Hons) in Economics from University
of Malaya and graduated from Harvard Business
Dato’ Sri Adam Sani bin Abdullah (formerly Dato’ Sri School, United States of America with the Advanced
Maung Ng We), Malaysian, aged 50, was appointed Management Program. He is also a Fellow of the
as the Executive Chairman and Executive Director of Chartered Institute of Transport.
the Company on 7 December 2004. He has embraced
Islam and hence has adopted the name of Dato’ Sri He was appointed as a Director of Naluri on 1 October
Adam Sani bin Abdullah. 1981. He joined the public sector and held various
positions with the Malayan Home and Foreign Services
Dato’ Sri Adam is a self-made entrepreneur. He from 1958 to 1971, which include Assistant District
received his primary education in Malaysia and Officer, Kinta South and Assistant State Secretary,
secondary education in the United Kingdom. He Perak.
has been involved in plantation, insurance, property
investment and property management for more than He was the first General Manager and Chief Executive
20 years. of Malaysian Airline System Berhad (“MAS”), which
he helped to set up in 1971. He left MAS in 1982.
Dato’ Sri Adam serves as a member of the His other work experience includes the Chairman for
Remuneration Committee of the Company. Dato’ Taiping Town Council, Assistant Federal Commissioner
Sri Adam is also the Chairman and Non-Executive of Lands and Deputy Secretary General for the Ministry
Director of Atlan Holdings Bhd. of Transport.
Dato’ Sri Adam is indirectly interested in 220,965,222 Tan Sri Saw Huat Lye is also the Chairman of Guinness
ordinary shares of RM1.00 each, representing 35.56% Anchor Berhad, and a Director on the Board of Shell
of equity interest in the Company via Atlan Properties Refining Company (Federal of Malaya) Berhad and
Sdn Bhd by virtue of his deemed substantial Edaran Otomobil Nasional Berhad, all listed on the
shareholding in Atlan Holdings Bhd. Atlan Properties Bursa Malaysia Securities Berhad.
Sdn Bhd is a wholly-owned subsidiary of Atlan Holdings
Bhd. Tan Sri Saw Huat Lye is also a shareholder of Naluri
by virtue of his direct interest in the securities of Naluri
Save as aforesaid, he has no family relationship with as disclosed in the Director’s Report set out on page
any other director and/or major shareholder of the 33 of the Annual Report.
Company. He does not have any conflict of interest with
the Company or any convictions for offences within the He has no family relationship with any other director
past ten (10) years other than traffic offences, if any. and/or major shareholder of the Company. He does
not have any conflict of interest with the Company or
any convictions for offences within the past ten (10)
years other than traffic offences, if any.
4
Naluri
Corporation
Berhad
(76466-X)
Profile of Directors
JENERAL (B) DATOʼ SRI ABDULLAH BIN TENGKU AZMAN IBNI ALMARHUM SULTAN
AHMAD @ DOLLAH BIN AMAD ABU BAKAR
Independent Non-Executive Director Independent Non-Executive Director
Profile of Directors
His tremendous experience in the financial sector has Lee Sze Siang sits in the Audit Committee of the
led to his involvement in corporate ventures. Being an Company and he is also a Director of Atlan Holdings
aggressive entrepreneur, he began making inroads Bhd.
into the corporate world when he was appointed as
a Director of PASDEC Holdings Berhad, a public He does not have any family relationship with any
listed company on the Main Board of Bursa Malaysia director and/or major shareholder of the Company. He
Securities Berhad. does not have any conflict of interest with the Company
or any convictions for offences within the past ten (10)
Dato’ Khalid is also a Director of DFZ Capital Berhad, years other than traffic offences, if any.
Asian Composites Manufacturing Sdn Bhd and United
Industries Holdings Sdn Bhd.
Profile of Directors
Kan Weng Hin, Malaysian, aged 44, is a law graduate Wong Peng Yew, Malaysian, aged 40, was appointed
from the University of Canterbury, New Zealand. He as a Non-Independent Non-Executive Director of the
was admitted to the Law Society of New Zealand in Company on 29 December 2004.
1985.
He graduated from Monash University, Australia in 1993
Subsequently, he was admitted to the Bar Council of holding a Bachelor of Economics (Accounting) and a
Malaysia in 1986. He has over 20 years in the legal Graduate Diploma in Business Information System.
practice and has extensive experience in banking, He started his career with PricewaterhouseCoopers in
commercial and corporate litigation and in the year 1993 and later joined Ban Hin Lee Bank Berhad
restructuring exercise of public listed companies. as a senior CIS audit supervisor/analyst programmer
He was appointed as an Executive Director of the from 1993 to 1994. He was in DFZ Group of
Company on 4 January 2005. Companies from 1994 to 2000. During this period, he
held various senior positions as Chief Internal Auditor,
He does not hold directorship in any other public Chief Business Engineering Officer, General Manager-
companies. He does not have any family relationship Business Development and Director-Corporate Affairs.
with any director and/or major shareholder of the He ventured into consultancy business in 2000 to
Company. He does not have any conflict of interest with 2002.
the Company or any convictions for offences within the
past ten (10) years other than traffic offences, if any. Wong Peng Yew serves as a member of the Nomination
Committee of the Company. He also sits on the board
of DFZ Capital Berhad, a company listed on Bursa
Malaysia Securities Berhad as well as several private
limited companies.
Profile of Directors
Haji Mohd Radzuan bin Abdullah, Malaysian, aged Peter Madhavan, Singaporean, aged 51, is a law
40, was appointed as an Independent Non-Executive graduate from the National University of Singapore.
Director of the Company on 22 December 2003. He He was appointed as an Independent Non-Executive
holds a Bachelor of Arts (Hons) in Islamic Studies from Director of the Company on 20 September 2004.
the University Kebangsaan Malaysia and a Masters
degree in Islamic Studies from the Graduate School of Peter is a practicing lawyer and is the Managing
Islamic and Social Sciences in Virginia, United States Partner of Madhavan Partnership, which he owns and
of America. formed in 1983. He has an extensive knowledge in
legal practice relating to banking and financial sectors,
He is the Chairman of the Audit Committee and insurance, corporate and commercial litigation. Peter
Remuneration Committee and also serves as a is the Honorary Consul of the Republic of Uruguay in
member in the Nomination Committee of the Company. Singapore.
He does not hold directorship in any other public
companies. Peter is the Chairman of the Nomination Committee
and also serves as a member in the Audit Committee
He has no family relationship with any other director and Remuneration Committee of the Company.
and/or major shareholder of the Company. He does He does not hold directorship in any other public
not have any conflict of interest with the Company or companies.
any convictions for offences within the past ten (10)
years other than traffic offences, if any. He has no family relationship with any other director
and/or major shareholder of the Company. He does
not have any conflict of interest with the Company or
any convictions for offences within the past ten (10)
years other than traffic offences, if any.
8
Naluri
Corporation
Berhad
(76466-X)
Corporate Structure
as at 10 May 2006
100% Naluri Properties Sdn Bhd 100% Belia Karisma Sdn Bhd
(formerly known as Technologies Resources Properties Sdn Bhd)
100% Trifiniti Networks Sdn Bhd 100% Orchard Boulevard Sdn Bhd
100% MHS Capital Sdn Bhd 100% Winner Prompt Sdn Bhd
100% Ocean Pride Sdn Bhd 75% Duty Free People Pty Ltd
28%
93% United Filter Sdn Bhd
65%
100% Danco Marketing Sdn Bhd
19%
100% United Vehicle Industries Sdn Bhd 100% Kadar Prisma Sdn Bhd
81%
100% Gold Vale Development Sdn Bhd 100% Peri-Asia Sdn Bhd
100% Sriwani Tours & Travel Sdn Bhd 100% Fleet Car Hire & Tours Sdn Bhd
Assalamualaikum warahmatullahi
wabarakatuh
FINANCIAL HIGHLIGHTS
With the full year contribution from our subsidiaries, DFZ Capital Berhad We have finalised the development plan
(“DFZ”) and United Industries Holdings Sdn Bhd (“UI”), the revenue for our Batu Ferringhi land known as The
of Naluri Group rose to RM466.11 million for the year under review, Residences @ Ferringhi Park. The project
as compared to RM80.65 million in the preceding year. DFZ Group will consist of luxury bungalows and link
recorded a revenue of RM252.27 million in 2005, an increase of 51% houses by the sea, hillside bungalows and
from RM167.34 million in 2004 while UI Group recorded a revenue of semi-detached houses, and shop houses.
RM176.93 million in 2005, the first full year the group accounts were We have launched the first phase of 54
prepared. units of semi-detached houses and 3 units
of bungalows on 12 May 2006, which have
In 2005, Naluri was able to realize its investment in World Air Holdings, received an over-whelming response.
Inc. This has allowed Naluri to recognize an exceptional gain of RM45.98 We aim to use the best available building
million. Together with the operating profit, Naluri Group achieved a profit materials for all the residential units, so as
before taxation of RM77.71 million, representing an increase of 4.3 times to create an icon in the Penang high-end
the corresponding figure of RM18.25 million in 2004. After taxation and property scene.
minority interests, the net profit attributable to shareholders is RM60.04
million. This is 7.4 times the 2004 figure of RM8.13 million. Our listed subsidiary has adopted a new
name, DFZ Capital Berhad, with effect
At the company level, Naluri achieved a revenue of RM23.47 million, from 25 July 2005 to reflect the new lease
which is 34% lower than RM35.55 million recorded in 2004. The net of life it has attained since 2005. The duty-
profit is much higher at RM35.37 million, against RM13.17 million in free business of DFZ has done well with
2004, an increase of 2.7 times. The much higher net profit is mainly due its enhanced marketing effort, capitalizing
to the dividend received from DFZ and Tenggara Senandung Sdn Bhd on its strong financial position and the
in addition to the exceptional gain recorded. improved tourist arrivals. The DFZ Group
will continue its effort to create a warm
shopping environment at its outlets.
BUSINESS DEVELOPMENT
The Group has commenced the
Naluri is completing the refurbishment of Menara Naluri. We are seeing refurbishment of the facilities of The ZON
good response in securing tenants. On 25 April 2006, we launched Regency Hotel by the sea, The ZON Mall
our 400-room hotel in Johor Bahru, The ZON Regency Hotel by the shopping complex and The ZON Department
sea, co-branding it with our 185-room/suite hotel, The ZON All Suites Store. This will be part of a continual effort
Residences on the park, which was launched on 12 January 2006, to make The ZON Johor Bahru the place for
as well as The ZON duty-free outlets of our subsidiary, DFZ. We are entertainment and shopping.
progressively refurbishing the hotel rooms and facilities with the aim of
creating a bright friendly Malaysian ambience. With the better products, UI Group achieved a respectable profit after
we will be able to intensify our marketing efforts and take advantage of tax of RM7.39 million. The performance
our excellent location in the vicinity of the Kuala Lumpur City Centre, was affected by the price increase of raw
better known as KLCC. materials, notably steel. The competitive
automotives market in Malaysia and
Our Jalan Ampang land where our Menara Naluri and The ZON All Suites elsewhere also did not help in the UI Group
Residences on the park are located, has space for further development performance.
and we are working earnestly to germinate the most optimum plan to
derive the best value-added to our company.
11
Naluri
Corporation
Berhad
(76466-X)
Message From
The Executive Chairman
SHARE BUY-BACK
On 20 December 2005, we obtained the shareholders’ mandate to buy-back Naluri shares. We have, between 26 January
to 23 February 2006, purchased 69,051,700 Naluri shares at a total cost of RM43,155,107 and cancelled them on 16 March
2006.
We are proposing to seek a fresh shareholders’ mandate to purchase another 10% of Naluri shares at the forthcoming Annual
General Meeting.
We believe the share buy-back is beneficial to both Naluri and the shareholders.
OUTLOOK
We are optimistic about the planned development of our project, The Residences @ Ferringhi Park.
We expect the performance of DFZ to be in line with the expected increase of tourist arrivals to Malaysia with the continued
promotion of Malaysia in the international tourism markets and the opening of the Low Cost Carriers (“LCC”) Terminal at the
Kuala Lumpur International Airport (“KLIA”) on 23 March 2006. We believe that the efforts of KLIA to get more airlines to use
the Main Terminal will bear fruit and reduce the short-term impact of the diversion of some traffic from the Main Terminal to
the LCC Terminal of KLIA. We are hopeful that our ZON duty-free outlet at the arrival hall of the Main Terminal of KLIA, one
of DFZ’s main contributors, will continue to do well.
UI Group, although continues to operate in a competitive market, will ensure all best efforts are undertaken to continue to do
well.
In addition, we are seeking opportunities to create value to our assets, particularly our Jalan Ampang land.
ACKNOWLEDGEMENTS
On behalf of the Board, I would like to express my utmost appreciation to the Government and regulatory authorities for
providing us with a stable and conducive business environment.
To our shareholders, valued customers, tenants, bankers, government officers and business associates, I thank you for your
support and confidence in our Group.
Last but not least, I would like to thank the management and staff of the Group for their loyalty, commitment and hard work.
Thank you.
Wassalam.
Eksekutif
Corporation Berhad (“Naluri’) bagi tahun berakhir 31
Disember 2005.
KAJIAN KEWANGAN
Sumbangan setahun secara keseluruhan dari anak-anak syarikat, Kami telah menyiapkan pelan pembangunan
DFZ Capital Berhad (“DFZ”) dan United Industries Holdings Sdn Bhd bagi tanah kami di Batu Ferringhi, yang
(“UI”), perolehan Kumpulan Naluri meningkat ke RM466.11 juta untuk dikenali sebagai The Residences @ Ferringhi
tahun ini berbanding RM80.65 juta pada tahun lepas. Kumpulan DFZ Park. Projek ini merangkumi kediaman
mencatatkan perolehan sebanyak RM252.27 juta pada tahun 2005, banglo dan rumah teres di tepi laut, banglo
iaitu peningkatan sebanyak 51% dari RM167.34 juta pada tahun dan rumah berkembar di tepi bukit berserta
2004, manakala Kumpulan UI telah mencatatkan perolehan sebanyak rumah-rumah kedai. Fasa pertama yang
RM176.93 juta pada tahun 2005 bagi tahun penuh akaun kumpulan merangkumi 54 unit rumah berkembar dan
disediakan. 3 unit banglo yang dilancarkan pada 12 Mei
2006, telah menerima sambutan hangat.
Dalam tahun 2005, Naluri telah merealisasikan pelaburannya di dalam Bagi mencipta satu ikon persekitaran
World Air Holdings, Inc. Ini membolehkan Naluri mencapai keuntungan hartanah yang bernilai tinggi, kami akan
luarbiasa sebanyak RM45.98 juta. Berserta dengan keuntungan operasi, menggunakan bahan-bahan binaan yang
Kumpulan Naluri berjaya memperolehi keuntungan sebelum cukai terbaik dan bermutu yang sedia ada untuk
sebanyak RM77.71 juta, iaitu pencapaian sebanyak 4.3 kali berbanding semua unit kediaman ini.
dengan RM18.25 juta pada tahun 2004. Setelah ditolak cukai dan
kepentingan minoriti, keuntungan bersih yang boleh diagihkan kepada Anak syarikat kami yang tersenarai di
pemegang saham adalah sebanyak RM60.04 juta. Ini adalah 7.4 kali Bursa Malaysia Securities Berhad telah
jumlahnya berbanding RM8.13 juta pada tahun 2004. menukar nama kepada DFZ Capital Berhad
berkuatkuasa dari 25 Julai 2005 bagi
Di peringkat syarikat, perolehan Naluri adalah sebanyak RM23.47 juta, mencerminkan perubahan baru yang telah
iaitu 34% kurang dari RM35.55 juta yang telah dicatatkan pada tahun diperkenalkan sejak 2005. Perniagaan
2004. Keuntungan bersih adalah lebih tinggi, sebanyak RM35.37 juta, bebas cukai yang dijalankan oleh DFZ telah
berbanding dengan RM13.17 juta pada tahun 2004, iaitu pertambahan menunjukkan peningkatan yang cemerlang
sebanyak 2.7 kali. Keuntungan bersih yang lebih tinggi ini adalah melalui peningkatan usaha pemasaran,
disebabkan oleh dividen yang diterima daripada DFZ dan Tenggara mengambil kesempatan di atas kedudukan
Senandung Sdn Bhd sebagai tambahan kepada keuntungan luarbiasa kewangan yang kukuh dan peningkatan
yang dicatatkan. kedatangan pelancong. Kumpulan DFZ akan
terus berusaha untuk menghasilkan satu
PEMBANGUNAN PERNIAGAAN suasana membeli-belah yang mesra di kedai-
kedai mereka.
Naluri kini di dalam proses pengubahsuaian Menara Naluri. Usaha ini
telah menerima maklumbalas yang baik untuk menarik para penyewa. DFZ telah memulakan kerja-kerja
Pada 25 April 2006, kami telah merasmikan hotel 400 bilik di Johor pengubahsuaian kemudahan di The ZON
Bahru, iaitu The ZON Regency Hotel by the sea, memposisikannya Regency Hotel by the sea, kompleks
bersama-sama dengan hotel 185 bilik/suite kami iaitu The ZON All membeli-belah The ZON Mall dan The ZON
Suites Residences on the park yang telah dirasmikan pembukaannya Department Store. Ini adalah satu usaha
pada 12 Januari 2006, dan juga The ZON kedai bebas-cukai yang berterusan untuk menjadikan The ZON Johor
dimiliki oleh anak syarikat kami, DFZ. Kami sedang menjalankan Bahru sebagai sebuah tempat hiburan dan
pengubahsuaian bilik-bilik hotel dan semua kemudahan secara progresif membeli-belah yang terpilih.
dengan objektif mewujudkan suasana mesra Malaysia. Dengan adanya
pengubahsuaian ini, kami akan berupaya melipatgandakan usaha Walaupun Kumpulan UI berjaya memperolehi
pemasaran dan menggunakan kedudukan lokasi strategik kami yang keuntungan selepas cukai sebanyak RM7.39
berada di dalam lingkungan kawasan Kuala Lumpur City Centre atau juta, namun prestasi Kumpulan ini terjejas
lebih dikenali sebagai KLCC. akibat peningkatan harga bahan mentah,
khususnya besi waja. Persaingan hebat
Tanah kami di Jalan Ampang yang menempatkan Menara Naluri dan di dalam pasaran automotif Malaysia dan
The ZON All Suites Residences on the park masih mempunyai kawasan dunia juga tidak membantu meningkatkan
yang boleh digunakan untuk pembangunan dan kami sedang berusaha prestasi Kumpulan.
menghasilkan pelan yang optimum untuk menjana nilai yang terbaik
bagi syarikat.
13
Naluri
Corporation
Berhad
(76466-X)
Penyata Pengerusi
Eksekutif
PEMBELIAN-BALIK SAHAM
Pada 20 Disember 2005, kami mendapat mandat daripada pemegang saham untuk membeli balik saham Naluri. Kami telah
membeli 69,051,700 saham Naluri yang bernilai RM43,155,107 dari 26 Januari hingga 23 Februari 2006 dan pembatalan
telah dibuat pada 16 Mac 2006.
Kami bercadang untuk mendapatkan mandat baru daripada pemegang saham untuk membeli balik 10% lagi saham Naluri
pada mesyuarat agung tahunan yang akan datang.
Kami percaya pembelian balik saham ini akan menguntungkan kedua-dua pihak Naluri dan para pemegang saham.
HARAPAN
Kami berkeyakinan tinggi dengan pelan pembangunan projek kami, The Residences @ Ferringhi Park.
Kami menjangkakan prestasi DFZ sejajar dengan pertambahan kedatangan pelancong ke Malaysia dengan promosi secara
berterusan Malaysia di pasaran pelancongan antarabangsa, dan dengan pembukaan Terminal Tambang Rendah (“LCC”)
di Lapangan Terbang Antarabangsa Kuala Lumpur (“KLIA”) pada 23 Mac 2006. Kami percaya, segala usaha KLIA untuk
menarik lebih banyak syarikat penerbangan menggunakan Terminal Utama akan membuahkan hasil dan mengurangkan
kesan jangka pendek pembahagian trafik dari Terminal Utama kepada Terminal LCC di KLIA. Dengan ini kami berharap
kedai The ZON bebas-cukai kami yang terletak di balai ketibaan Terminal Utama KLIA, salah satu dari penyumbang utama
Syarikat, akan memberi sumbangan berterusan.
Kumpulan UI, walaupun beroperasi di dalam pasaran yang kompetitif, akan memastikan segala usaha yang perlu, untuk
menambah prestasi mereka.
Kami sentiasa mencari peluang untuk menambah nilai kepada aset Syarikat, terutamanya di tanah kami yang terletak di
Jalan Ampang.
PENGHARGAAN
Bagi pihak Lembaga Pengarah, saya ingin menyampaikan penghargaan yang tidak terhingga kepada Kerajaan dan badan-
badan berkanun yang telah mewujudkan keadaan persekitaran perniagaan yang stabil dan terurus.
Kepada pemegang-pemegang saham, pelanggan yang dihargai, para penyewa, pihak bank, kakitangan kerajaan dan sekutu
perniagaan, saya mengucapkan ribuan terima kasih di atas sokongan serta kepercayaan anda terhadap Kumpulan kami.
Tidak lupa juga, saya ingin mengucapkan terima kasih kepada pihak pengurusan dan kakitangan Kumpulan di atas ketaatan,
komitmen dan kerja keras anda.
Bagi diri saya, saya sentiasa setia dan sedia berkhidmat untuk anda.
Terima kasih.
Wassalam.
主席献词
我 欣 然 代 表 全 体 董 事 , 向 各 位 呈 报 (Naluri
Corporation Berhad 以下简称“Naluri”) 在截于
2005年12月31日的财政年度之年度报告及稽查
账目报表。
财务重点
公司本身达到了23.47百万令吉的营业额,比2004年所记录的35.55百万 UI集团成功达到了7.39百万令吉的税后净
令吉减少了34%。净利则提高到35.37百万令吉,比2004年的13.17百万 利。其表现受到原料价格上涨的影响,尤其
令吉,增长了2.7倍。这增长乃是因为在上述额外利润以外,还加上了从 是钢铁的价格。国内外汽车市场的激烈竞争
DFZ以及Tenggara Senandung Sdn Bhd获得的股息。 也带来了负面的影响。
企业发展 股权回购
我们已经为Batu Ferringhi地段的发展计划作出最后的定案,并命名为
The Residences @ Ferringhi Park。该项发展计划将会包括豪华海滨别
墅及排屋、山丘别墅及半独立豪宅、以及商店。我们已经在2006年5月
12日推介了54单位的半独立豪宅以及3单位的别墅,并且获得了良好反
应。我们计划使用市场上能够找到最优质建材来建造上述住宅单位,在
槟城的高档房产市场中建立起高素质的形象。
15
Naluri
Corporation
Berhad
(76466-X)
主席献词
展望
因着政府在国际旅游市场上为我国旅游业持续进行宣传,再加上吉隆坡国际机场(KLIA)在2006年3月23日开始启用其廉价航班
终站(LCCT),预料中涌入我国的游客人次将会增加;因此我们相信DFZ的营业表现也会同步提升。我们相信,KLIA在寻求更多航
空公司使用其主要机场终站上所付出的努力,将会成功地收取成果,抗衡在短期内由于部分航空交通量从主要终站转移至廉价
航班终站为我们带来的负面冲击。我们期望,作为DFZ的主要营业额来源之一,位于KLIA主要终站入境大厅的The ZON免税商
店,能够继续获得良好的业绩。
UI集团虽处于一个竞争性非常高的市场环境之中,我们将会尽一切的努力来确保该集团能够继续获得良好的业绩。
此外,我们正在继续为我们现有的产业寻求增值的机会,尤其是位于安邦路的地段。
鸣谢
我谨代表全体董事,向政府以及相关管理机构致以最高的感谢,因为他们的努力,为我们提供了一个稳定、良好的营业大环境。
对于我们的众股东、尊贵的客户、租户、银行、政府官员以及商业伙伴,我由衷感激您们所给予本集团的支持与信任。
末了,我也要感谢集团的管理层以及全体员工所付出的忠诚、委身以及努力。
至于在下本身,依然会继续地为大家尽忠职守。
谢谢。
Wassalam.
Statement on
Corporate Governance
STATEMENT OF COMPLIANCE
The Malaysian Code on Corporate Governance (“the Code”) essentially sets out principles and best practices on structures
and processes that corporations may use in their operations towards achieving the optimal governance framework.
The Board of Directors is committed to ensure that corporate governance is observed and practised by the Company so
that the affairs of the Company are conducted with integrity, full transparency and professionalism with the main objective of
safeguarding the interest of stakeholders.
Accordingly, the Company is continuously taking all required actions and steps to ensure compliance with the Principles
and Best Practices of Corporate Governance and the Listing Requirements of Bursa Malaysia Securities Berhad (“Bursa
Securities”).
BOARD OF DIRECTORS
The Board of Directors of the Company consists of ten (10) members comprising:
- One (1) Executive Chairman
- Three (3) Executive Directors
- Four (4) Independent Non-Executive Directors
- Two (2) Non-Independent Non-Executive Directors
The current composition of the Board is in compliance with the Code and Listing Requirements of Bursa Securities.
The Board consists of members from a wide range of professions; are persons of high calibre and credibility and possess the
necessary skills and experience to effectively discharge the Board’s responsibilities for the Company’s stewardship and for
driving the Group’s growth and future direction.
The profile of each director is set out on pages 3 to 7 of the Annual Report.
The Board recognises its ultimate responsibility and accountability for the Group’s operations and retains full and effective
control of the Group. The Board assumes responsibilities for determining the Company’s overall strategic direction as well as
development and control of the Group.
An Executive Committee comprising key management personnel assists the Board in the day-to-day operations of the
Group. The Executive Committee deals with a wide range of matters, including review of monthly financial results, proposal
for capital expenditure and major operating issues. The Committee also reviews acquisitions, disposals and budgets before
they are submitted to the Board.
17
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
Board Meetings
The Board meets at least once every quarter with additional meetings convened as and when required. During the financial
year ended 31 December 2005, the Company convened a total of five (5) meetings and the respective director’s attendance
is as follows:
No. of Meetings
No. Director Description attended %
1. Dato’ Sri Adam Sani bin Abdullah Executive Chairman 5/5 100
2. Tan Sri Saw Huat Lye Executive Director 5/5 100
3. Jeneral (B) Dato’ Sri Abdullah bin Independent 3/5 60
Ahmad @ Dollah Bin Amad Non-Executive Director
(Appointed on 4 January 2005)
4. Tengku Azman Ibni Almarhum Independent 2/3 67
Sultan Abu Bakar Non-Executive Director
(Appointed on 6 May 2005)
5. Dato’ Khalid bin Mohamad Jiwa Non-Independent 5/5 100
(Appointed on 4 January 2005) Non-Executive Director
6. Lee Sze Siang Executive Director 5/5 100
7. Kan Weng Hin Executive Director 5/5 100
(Appointed on 4 January 2005)
8. Wong Peng Yew Non-Independent 5/5 100
Non-Executive Director
9. Haji Mohd Radzuan Independent 5/5 100
bin Abdullah Non-Executive Director
10 Peter Madhavan Independent 4/5 80
Non-Executive Director
11. Tan Sri Dato’ Tajudin bin Ramli Non-Independent 0/3 0
(Retired on 23 June 2005) Non-Executive Director
The roles of Chairman and Chief Executive Officer are currently assumed by Dato’ Sri Adam Sani bin Abdullah (“DSAS”)
in recognition of DSAS’s entrepreneurial leadership. He has overall responsibility for the Group’s business operations,
organizational effectiveness and the implementation of the policies and decisions. Nevertheless, all major matters and issues
are referred to the Board for consideration and approval, and the ultimate responsibility for the final decision on all matters
lies with the Board of Directors. The roles and contributions of Independent Directors also provide an element of objectivity
and independent judgement to the Board.
18
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
The Board of Directors is responsible for carrying out the day-to-day administrative functions of the Company and of the Group.
All Directors have full and timely access to information through the Board papers distributed in advance of meetings.
Prior to the Board meetings, all Directors are provided with performance and progress reports. Papers on specific subjects
are circulated in advance to ensure that the Directors are informed before the meetings and they are able to obtain further
information and clarifications. The Board papers provide, among others, periodic financial information, annual budget,
operational and corporate issues, investment proposals and management proposals that require Board’s approval.
Senior management staff may be invited to attend Board meetings to provide the Board detailed explanations and clarifications
on certain matters that are tabled to the Board.
All Directors have access to all information within the Company and the Group, can seek services and advice of the Company
Secretary and may obtain independent professional advice at the Company’s expenses, if necessary, in furtherance of their
duties.
Appointments to the Board are made based on the recommendation of the Nomination Committee.
In accordance with Article 112 of the Articles of Association of the Company, one-third of the Directors shall retire from office
at every annual general meeting but shall be eligible for re-election and each Director shall retire at least once each three
years but shall be eligible for re-election. In accordance with Article 86 of the Company’s Articles of Association, Directors
appointed during the year by the Board shall hold office until the next annual general meeting and shall then be eligible for
re-election.
A retiring Director is eligible for re-election. The election of each Director is voted separately. To assist shareholders in their
decision, sufficient information such as personal profile, meeting attendance and the shareholdings in the Group of each
retiring Director are furnished in separate statements in the Annual Report.
Directors over seventy (70) years of age are subject to annual re-appointment in accordance with Section 129 of the
Companies Act, 1965.
19
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
DIRECTORS’ TRAINING
All the Directors have completed the Mandatory Accreditation programme pursuant to the requirements of Bursa Securities.
The Directors are mindful that they should receive appropriate continuous training and they have attended seminars and
briefings during the financial year in order to broaden their perspectives and to keep abreast with developments in the market
place and with new statutory and regulatory requirements.
During the financial year, all the Directors have attended training programmes in the area of corporate governance, finance,
taxation and risk management organized by the Company. The Directors continue to undergo other relevant training
programmes as appropriate, to further enhance their skills and knowledge.
BOARD COMMITTEES
The Board has delegated specific responsibilities to the Board Committees whose functions and authorities are spelt out in
their respective terms of reference to assist the Board in the efficient and effective discharge of its duties.
A full Audit Committee report enumerating its membership, its role and its activities during the year is set out on pages 25 to
page 28 of the Annual Report.
The Nomination Committee comprising mainly non-executive directors, majority of whom are independent and its composition
is as follows:
The decision as to who shall be nominated shall be the responsibility of the full Board after considering the recommendations
of the Nomination Committee.
During the year under review, the Committee met a total of two (2) times to carry out its responsibilities.
20
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
The Committee is primarily responsible for recommending the policy and framework of Directors’ remuneration, including the
terms and remuneration of the Executive Directors, to the Board.
During the year under review, the Committee met once to carry out its responsibilities
DIRECTORS REMUNERATION
The Board believes that remuneration should be sufficient to attract, retain and motivate directors of the necessary calibre and
experience to ensure success for the Company. In line with this philosophy, remuneration for Executive Directors is tailored
to align rewards to individual and corporate performance. For Non-Executive Directors, the fees would commensurate with
the level of experience and responsibilities shouldered by the respective Directors.
The Remuneration Committee recommends the policy framework and is responsible for assessing all the components and
terms of the compensation package for the Executive Directors, including the bonus and salary increments. The Board as
a whole determines remuneration for Non-Executive Directors. Individual Directors do not participate in determining their
remuneration package.
Directors’ fees, if any, are paid to Directors and are to be approved by the shareholders at the Annual General Meeting.
The aggregate remuneration of the Directors of the Company with categorization into appropriate components during the
financial year is as follows:
Group Company
Directors of the Company RM’000 RM’000
Executive:
Salaries and other emoluments 3,046 3,046
Benefits-in-kind 20 20
3,066 3,066
21
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
Group Company
RM’000 RM’000
Non-Executive:
Salaries and other emoluments 891 -
Fees 48 48
939 48
4,005 3,114
Non-Executive:
Other emoluments 450 -
5,606 -
The number of Directors whose total remuneration falls within the following bands is as follows:
No. of
No. of Executive Non-Executive
Remuneration range Directors Directors
Below RM50,000 - 4
RM400,001 – RM450,000 1 1
RM450,001 – RM500,000 - 1
RM550,001 – RM600,000 1 -
RM650,001 – RM700,000 1 -
RM1,350,001 – RM1,400,000 1 -
22
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
Financial Reporting
In presenting the annual financial statements and quarterly announcements to the shareholders, investors and regulatory
authorities, the Directors aim at presenting a balanced and understandable assessment of the position and prospects of the
Company. The Statement by Directors pursuant to Section 169(15) of the Companies Act, 1965 is set out on page 36 of the
Annual Report.
The Company has established a professional and transparent relationship with the external auditors. The external auditors
are given access to books and records of the Company at all times.
The Statement on Internal Control provides an overview of the internal control within the Group and is set out on page 29 of
the Annual Report.
The Companies Act, 1965 requires the Directors to prepare financial statements, which give a true and fair view of the
state of affairs of the Group and of the Company at the end of each financial year and of their results and cash flows for the
financial year.
In exercising the functions of the Board of Directors, the Directors have considered the following in preparing the financial
statements:
i) The Company has used appropriate accounting policies, which are consistently applied;
ii) Reasonable and prudent judgements and estimates were made; and
iii) All applicable approved accounting standards in Malaysia have been followed.
The Directors are responsible for ensuring that the Company keeps proper accounting records, which disclose with reasonable
accuracy at any time, the financial position of the Company and to enable them to ensure that the financial statements
comply with the Companies Act, 1965.
The Directors have overall responsibilities for taking such steps that are reasonably available to them to safeguard the assets
of the Company and to prevent and detect, if any, fraud and other irregularities.
23
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
The Board acknowledges the importance of transparency and accountability to its shareholders, both institutional and
private investors. The Board ensures proper communication is maintained through timely dissemination of information on
performance and strategic decisions via the distribution of the Annual Report, circulars to shareholders, quarterly financial
results, announcements to Bursa Securities and press releases.
The Board has also nominated Haji Mohd Radzuan bin Abdullah, Chairman of the Audit Committee and Remuneration
Committee as the contact person for shareholders and investors to convey any queries or concerns they may have on the
Group. Haji Mohd Radzuan bin Abdullah can be contacted at Naluri office and via Telephone No. 03 – 2179 2000, Fax No.
03 – 2179 2324 or email: mradzuana@naluri.com.
The Company’s Notice of the Annual General Meeting and Extraordinary General Meeting and the Annual Report are sent
to the shareholders in accordance with the time period prescribed by the Company’s Articles of Association and the Listing
Requirements of Bursa Securities.
The shareholders are encouraged to attend the Annual General Meeting as it serves as an important avenue for the
shareholders to communicate with the members of the Board of Directors. The Chairman will allocate sufficient time for a
question and answer session for each item in the agenda, whereby shareholders have the opportunity to raise questions and
seek clarifications on business and performance of the Company. The Board of Directors will respond to any questions raised
during the meeting, to the best of their abilities and knowledge to do so.
This statement is made with a resolution of the Board of Directors dated 27 April 2006.
24
Naluri
Corporation
Berhad
(76466-X)
Statement on
Corporate Governance
Share Buy-Back
The Company did not purchase any of its own shares during the financial year ended 31 December 2005.
No options, warrants or convertible securities were issued during the financial year ended 31 December 2005.
The Company did not sponsor or participate in any ADR or GDR programme during the financial year ended 31 December
2005.
There were no sanctions and penalties by relevant regulatory authorities during the financial year ended 31 December
2005.
Non-Audit Fees
The amount of non-audit fees paid to the external auditors by the Group for the financial year ended 31 December 2005
amounted to RM23,000 as disclosed in Note 7 to the Financial Statements.
There were no material variance between the results for the financial year and the unaudited results for the quarter ended 31
December 2005 of the Group announced on 27 February 2006.
There were no profit estimate, forecast and projection that have been previously announced by the Company during the
financial year ended 31 December 2005.
Profit Guarantee
There were no profit guarantees given by the Company during the financial year ended 31 December 2005.
Other than those disclosed in Note 39 to the Financial Statements, there were no material contracts entered into by the
Company or its subsidiaries involving Directors’ and major shareholders’ interests, either subsisting at the end of the financial
year ended 31 December 2005 or which were entered into since the end of the previous financial year.
The Group has not adopted a policy of regular revaluation of such assets as permitted under the transitional provisions.
25
Naluri
Corporation
Berhad
(76466-X)
Members
A. TERMS OF REFERENCE
Adhering to the criteria set out in Paragraph 15.10 of the Listing Requirements of Bursa Securities, the Audit Committee shall
be appointed by the Board of Directors, which shall fulfill the following requirements:
• the Audit Committee must at all times consist of at least three (3) members;
• a majority of the Audit Committee must be independent non-executive directors;
• the members of the Audit Committee shall elect a Chairman from among themselves who shall be an independent
non-executive director;
• at least one (1) member of the Audit Committee.
(a) he must have passed the examinations specified in Part I of the 1st Schedule of the Accountants Act 1967;
or
(b) he must be a member of one of the associations of accountants specified in Part II of the 1st Schedule of
the Accountants Act 1967.
Other directors, management staff, employees and the external auditors of the Company shall attend meetings at the
invitation of the Audit Committee.
A dialogue session between the independent committee members with the external auditors has been held in compliance
with the best practices of the Code
i. To consider the appointment of the External Auditors, the audit fee and any questions of resignation or dismissal
and whether there is any reason (supported by grounds) to believe that the External Auditors are not suitable for
re-appointment.
• review the adequacy of the scope, functions and resources of the internal audit functions and that it has all the
necessary authority to carry out its work;
• review the internal audit programme and the results of the internal audit process or investigation undertaken;
• to consider the major findings and whether or not appropriate action is taken on the recommendations of the internal
audit function and management’s response thereto;
• review any appraisal or assessment of the performance of members of the internal audit function;
• to consider the appointment or resignation of senior staff members of the internal audit function (and provide the
resigning staff member an opportunity to submit his/her reasons for resigning, if necessary); and
• to support, as deem necessary, the internal audit activities.
v. To review the quarterly results and year end financial statements, prior to the approval by the Board of Directors,
focusing particularly on:
vi. To consider and examine any other matters as defined by the Board of Directors from time to time.
C. ATTENDANCE
The Audit Committee met four times during the financial year ended 31 December 2005 and the attendance by each member
of the committee meetings during the year is as follows:
Name Attendance
During the financial year 2005, the Audit Committee carried out the following activities in the discharge of its functions and
duties:
• Reviewed and discussed the nomination for the re-election of the external auditors of the Company before tabling to
the shareholders for approval at the Annual General Meeting;
• Reviewed with the external auditors their audit plan, audit approach and reporting requirements before the
commencement of the audit;
• Reviewed the quarterly and annual consolidated financial statements of the Group before submission to the Board
for approval;
• Reviewed any related party transactions that may arise within the Group or Company;
• Reviewed with the external auditors their audit findings and approved for adoption their recommendations; and
• Reviewed the internal audit programme, considered the major findings of the internal audit programme and
management’s response and ensured appropriate action is taken.
The internal audit function is independent of the auditable areas in the organization and reports to the Audit Committee. The
responsibilities include reviewing the adequacy of the system of internal controls and evaluating the various financial and
operational risks faced by the organization.
The internal audit activities are specified in the annual audit plan, which is submitted to the Audit Committee for approval.
Internal audit reports with findings and recommendations are forwarded to the Audit Committee for their review.
29
Naluri
Corporation
Berhad
(76466-X)
The Board assumes the responsibilities for the Group’s system of internal control and for reviewing its adequacy and integrity.
Such system is designed to manage the risk of failure to achieve business objectives, and provide reasonable and not
absolute assurance against material misstatement or loss.
In compliance with the Listing Requirements of the Bursa Malaysia Securities Berhad (“Bursa Securities”) in the annual
reports and the publication of guidance for directors on internal control “Statement on Internal Control: Guidance for Directors
of Public Listed Companies”, the Board confirms that there is an ongoing process for identifying, evaluating and managing
the significant risks faced by the Group and this has been in place for the financial year and up to the date of approval of the
annual report and financial statements.
The Board further confirms that this process is regularly reviewed by the Board and accords with the guidance.
The Group’s system of internal control is maintained to achieve the following objectives:
Salient features of the internal framework of internal control system of the Group are as follows:
1. The management and organisation structure are well defined, with clear line of responsibilities and delegation of
authorities.
2. Key responsibilities are properly segregated in achieving a proper check and balance review and approval
process.
3. Executive Directors and head of divisions meet regularly to discuss operational, corporate, financial and key
management issues.
4. The Board continuously assesses the key business risks with the help of the Audit Committee and external
professionals.
5. Financial results are reviewed quarterly by the Board and the Audit Committee.
6. Internal control policies and procedures are properly documented and communicated to all staff members.
7. Through the internal audit process, the effectiveness of internal control policies and procedures are subject to
continuous assessments, reviews and improvements.
8. Effective reporting system to ensure timely generation of financial information for management review.
The Directors are of the opinion that the existing system of internal control is adequate in achieving the above objectives.
This statement made in accordance with a resolution of the Board of Directors dated 27 April 2006.
The External Auditors have reviewed the Statement on Internal Control as required by Paragraph 15.24 of the Listing
Requirements of Bursa Securities. Their review was performed in accordance with the Recommended Practice Guide 5
(“RPG”) issued by the Malaysian Institute of Accountants.
THE ZON AT 88, JALAN IBRAHIM SULTAN, STULANG LAUT, 80720 JOHOR BAHRU
Directors’ Report 32 - 35
Statement By Directors 36
Statutory Declaration 36
Report of the Auditors 37
Income Statements 38
Balance Sheets 39 - 40
Consolidated Statement of Changes in Equity 41
Company Statement of Changes in Equity 42
Cash Flow Statements 43 - 45
Notes to the Financial Statements 46 - 116
32
Naluri
Corporation
Berhad
(76466-X)
Directorsʼ Report
The Directors have pleasure in presenting their report together with the audited financial statements of the Group and of
the Company for the financial year ended 31 December 2005.
PRINCIPAL ACTIVITIES
The principal activities of the Company are investment holding and letting of property. The principal activities of the
subsidiaries are described in Note 43 to the financial statements.
There have been no significant changes in the nature of the principal activities during the financial year.
RESULTS
Group Company
RM’000 RM’000
Profit after taxation 70,333 35,374
Minority interests (10,296) -
Net profit for the year 60,037 35,374
There were no material transfers to or from reserves or provisions during the financial year other than as disclosed in the
statements of changes in equity.
In the opinion of the Directors, the results of the operations 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.
DIVIDEND
The amount of dividend paid by the Company since 31 December 2004 was as follows:
RM’000
Interim dividend of 1.5% tax exempt, on 690,517,520 ordinary shares,
declared on 29 November 2005 and paid on 23 December 2005 10,358
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December 2005,
of 1.0% tax exempt on ordinary shares in issue on the date of entitlement, will be proposed for shareholders’ approval.
The financial statements for the current financial year do not reflect this proposed dividend. Such dividend, if approved
by the shareholders, will be accounted for in equity as an appropriation of retained profits in the financial year ending
31 December 2006.
33
Naluri
Corporation
Berhad
(76466-X)
Directorsʼ Report
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.
Since the end of the previous financial year, no director has received or become entitled to receive a benefit (other than
benefits included in the aggregate amount of emoluments received or due and receivable by the directors as shown in
Note 6 to 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
According to the register of directors’ shareholdings, the interests of directors in office at the end of the financial year in
shares in the Company and its related corporations during the financial year were as follows:
Dato’ Sri Adam Sani bin Abdullah by virtue of his interest in shares in the Company is also deemed interested in shares
of all the Company’s subsidiaries to the extent the Company has an interest.
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.
34
Naluri
Corporation
Berhad
(76466-X)
Directorsʼ Report
ISSUE OF SHARES
During the financial year, the Company increased its issued and paid-up ordinary share capital from RM690,516,320 to
RM690,517,520 by way of the issuance of 1,200 ordinary shares of RM1 each arising from the conversion of 2000/2005
Warrants at an exercise price of RM2 per ordinary share for cash.
The new ordinary shares issued during the financial year rank pari passu in all respects with the existing ordinary shares
of the Company.
WARRANTS
The Company, under a Trust Deed dated 8 June 1995 and a Deed Poll dated 8 June 1995, issued RM600,000,000
nominal amount of 5-year 2% Redeemable Bank Guaranteed Bonds 1995/2000 with 138,084,272 Detachable Warrants
(“warrants”) to the primary subscriber on a bought deal basis at the nominal amount in 1995. The rights to allotment of
the warrants were offered for sale by the primary subscriber at an offer price of RM1.169 per warrant on the basis of one
warrant for every five ordinary shares held in the Company.
Pursuant to the Deed Poll dated 8 June 1995, as amended by the first supplemental deed poll dated 15 October 1997
and second supplemental deed poll dated 1 July 1999, constituting the unexercised warrants in issue and expiring on
11 June 2005, the adjustment to the exercise price of the 2000/2005 Warrants from RM4.50 to RM2.00 per ordinary
share of RM1.00 each took effect from 1 December 2004, being the commencement of the day following the entitlement
date for capital repayment.
As at 11 June 2005, only 1,200 warrants were exercised while the remaining 138,077,112 warrants unexercised were
cancelled upon expiry.
(b) At the date of this report, the Directors are not aware of any circumstances which would render:
(i) the amount written off for bad debts or the amount of the provision for doubtful debts in the 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 methods 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.
35
Naluri
Corporation
Berhad
(76466-X)
Directorsʼ Report
AUDITORS
The auditors, Messrs Ernst & Young, have expressed their willingness to continue in office.
Statement By Directors
Pursuant to Section 169(15) of the Companies Act, 1965
We, Tan Sri Saw Huat Lye and Lee Sze Siang, being two of the directors of Naluri Corporation Berhad (formerly known
as Naluri Berhad), do hereby state that, in the opinion of the Directors, the accompanying financial statements set out on
pages 38 to 116 are drawn up in accordance with applicable MASB Approved Accounting Standards in Malaysia and the
provisions of the Companies Act, 1965 so as to give a true and fair view of the financial position of the Group and of the
Company as at 31 December 2005 and of the results and the cash flows of the Group and of the Company for the year
then ended.
Statutory Declaration
Pursuant to Section 169(16) of the Companies Act, 1965
I, Lee Sze Siang, being the Director primarily responsible for the financial management of Naluri Corporation Berhad
(formerly known as Naluri Berhad), do solemnly and sincerely declare that the accompanying financial statements set out
on pages 38 to 116 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,
It is our responsibility to form an independent opinion, based on our audit, on the financial statements and to report our
opinion to you, as a body, in accordance with Section 174 of the Companies Act, 1965 and for no other purpose. We do
not assume responsibility to any other person for the content of this report.
We conducted our audit in accordance with applicable Approved Standards on Auditing in Malaysia. Those standards
require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant
estimates made by the Directors, as well as evaluating the overall presentation of the financial statements. We believe
that our audit provides a reasonable basis for our opinion.
In our opinion:
(a) the financial statements have been properly drawn up in accordance with the provisions of the Companies Act,
1965 and applicable MASB 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 31 December 2005 and of the results and the
cash flows of the Group and of the Company for the year then ended; and
(ii) the matters required by Section 169 of the Companies Act, 1965 to be dealt with in the financial statements;
and
(b) the accounting and other records and the registers required by the Act to be kept by the Company and by its
subsidiaries 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 subsidiaries 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 subsidiaries that have been consolidated with the financial
statements of the Company are in form and content appropriate and proper for the purposes of the preparation of the
consolidated financial statements and we have received satisfactory information and explanations required by us for
those purposes.
The auditors’ reports on the financial statements of the subsidiaries were not subject to any qualification material to
the consolidated financial statements and did not include any comment required to be made under Section 174(3) of
the Act.
Income Statements
for the year ended 31 December 2005
Group Company
Note 2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
Balance Sheets
as at 31 December 2005
Group Company
Note 2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
NON-CURRENT ASSETS
Property, plant and equipment 12 486,342 450,324 14,895 9,842
Land held for property
development 13 82,706 76,601 43,516 36,177
Investment properties 14 - - 140,368 134,284
Investments in subsidiaries 15 - - 203,359 141,361
Investments in associates 16 13,485 10,673 24,187 24,187
Other long term investments 17 132 155 11 34
Due from subsidiaries 18 - - 348,344 297,947
Other non-current assets 19 1,011 405 - -
Goodwill on consolidation 20 58,693 49,958 - -
642,369 588,116 774,680 643,832
CURRENT ASSETS
Property development costs 21 1,700 - - -
Inventories 22 63,452 54,358 - -
Trade receivables 23 55,493 37,376 8,333 833
Other receivables 24 110,647 73,884 50,418 31,922
Marketable securities 25 1,443 1,691 - 1,691
Cash and bank balances 26 100,741 207,512 31,540 161,057
333,476 374,821 90,291 195,503
40
Naluri
Corporation
Berhad
(76466-X)
Group Company
Note 2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
CURRENT LIABILITIES
FINANCED BY:
Share capital 32 690,518 690,516 690,518 690,516
Reserves 98,354 47,545 122,192 97,174
Shareholders’ equity 788,872 738,061 812,710 787,690
Minority interests 33 22,403 8,221 - -
811,275 746,282 812,710 787,690
Consolidated Statement
of Changes in Equity
for the year ended 31 December 2005
(Accumulated
Non-Distributable Losses)/
Foreign Distributable
Share Share Exchange Other Retained
Note Capital Premium Reserve Reserve Profits Total
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
At 1 January 2004 690,516 1,265,592 - - (673,761) 1,282,347
Foreign exchange
differences, representing
net gains not recognised
in income statement - - 3 - - 3
Capital repayment 32 (552,414) - - - - (552,414)
Utilisation of
share premium 32 552,414 (1,168,418) - - 616,004 -
Net profit for the year - - - - 8,125 8,125
At 31 December 2004 690,516 97,174 3 - (49,632) 738,061
Company Statement
of Changes in Equity
for the year ended 31 December 2005
(Accumulated
Non- Losses)/
Distributable Distributable
Share Share Retained
Note Capital Premium Profits Total
RM’000 RM’000 RM’000 RM’000
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
1. CORPORATE INFORMATION
The principal activities of the Company are investment holding and letting of property. The principal activities of the
subsidiaries are described in Note 43 to the financial statements. There have been no significant changes in the
nature of the principal 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 (“Bursa Securities”). The registered office of the Company is located at
16th Floor, Menara Naluri, 161B Jalan Ampang, 50450 Kuala Lumpur.
The Company changed its name to Naluri Corporation Berhad during the financial year.
The number of employees in the Group and in the Company at the end of the financial year were 2,726 (2004:
2,044) and 57 (2004: 27) respectively.
The financial statements were authorised for issue by the Board of Directors in accordance with a resolution of the
Directors on 27 April 2006.
(i) Subsidiaries
The consolidated financial statements include the financial statements of the Company and all its
subsidiaries. Subsidiaries are those entities in which the Group has power to exercise control over the
financial and operating policies so as to obtain benefits from their activities.
Subsidiaries are consolidated using the acquisition method of accounting. Under the acquisition method
of accounting, the results of subsidiaries acquired or disposed of during the financial year are included
in the consolidated income statement from the effective date of acquisition or up to the effective date of
disposal, as appropriate. The assets and liabilities of the subsidiaries are measured at their fair values at
the date of acquisition. The difference between the cost of an acquisition and the fair value of the Group’s
share of the net assets of the acquired subsidiary at the date of acquisition is included in the consolidated
balance sheet as goodwill or negative goodwill arising on consolidation.
Intragroup transactions, balances and resulting unrealised gains are eliminated on consolidation and the
consolidated financial statements reflect external transactions only. Unrealised losses are eliminated on
consolidation unless costs cannot be recovered.
The gain or loss on disposal of a subsidiary is the difference between net disposal proceeds and
the Group’s share of its net assets together with any unamortised balance of goodwill and exchange
differences.
Minority interests in the consolidated balance sheet consist of the minorities’ share of the 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.
47
Naluri
Corporation
Berhad
(76466-X)
(ii) Associates
Associates are those entities in which the Group it exercises significant influence but not control, through
participation in the financial and operating policy decisions of the entities.
Investments in associates are accounted for in the consolidated financial statements by the equity method
of accounting based on the audited or management financial statements of the associates. Under the
equity method of accounting, the Group’s share of profits less losses of associates during the financial
year is included in the consolidated income statement. The Group’s interest in associates 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.
Unrealised gains on transactions between the Group and the associates are eliminated to the extent of the
Group’s interest in the associates. Unrealised losses are eliminated unless cost cannot be recovered.
(c) Goodwill
Goodwill represents the excess of the cost of acquisition over the Group’s interest in the fair value of the
identifiable assets and liabilities of a subsidiary or associate at the date of acquisition. Negative goodwill
represents the excess of the Group’s interest in the fair value of the identifiable assets and liabilities of a
subsidiary or associate at the date of acquisition over the cost of acquisition.
Goodwill is stated at cost less impairment losses. The policy for the recognition and measurement of
impairment losses is in accordance with Note 2(p). Goodwill arising on the acquisition of subsidiaries is
presented separately in the balance sheet while goodwill arising on the acquisition of associates is included
within the carrying amounts of the investments.
Negative goodwill is recognised in the income statement immediately. Prior to 1 January 2005, negative
goodwill, if any, was to be set-off against goodwill and presented in the balance sheet. As the Group had no
negative goodwill prior to 1 January 2005, this change in accounting policy has no retrospective effect on the
financial statements.
On disposal of such investments, the difference between net disposal proceeds and their carrying amounts is
recognised in the income statement.
Freehold land and capital work-in-progress are not depreciated. Leasehold land and buildings and
building under construction are depreciated over the period of the respective leases which range from
29 to 99 years.
48
Naluri
Corporation
Berhad
(76466-X)
Depreciation of other property, plant and equipment is provided for on a straight-line basis to write off the cost of
each asset to its residual value over the estimated useful life, at the following annual rates:
Upon the disposal of an item of property, plant or equipment, the difference between the net disposal proceeds
and the net carrying amount is recognised in the income statement.
Investment properties are treated as long term investments and are stated at cost less impairment losses. The
policy for the recognition and measurement of impairment losses is in accordance with Note 2(p).
Upon the disposal of an investment property, the difference between the net disposal proceeds and the net
carrying amount is recognised in the income statement.
(g) Land Held for Property Development and Property Development Costs
Land held for property development is reclassified as property development costs at the point when
development activities have commenced and where it can be demonstrated that the development activities
can be completed within the normal operating cycle.
When the financial outcome of a development activity can be reliably estimated, property development
revenue and expenses are recognised in the income statement by using the stage of completion method.
The stage of completion method is determined by the proportion that property development costs incurred
for work performed to date bear to be the estimated total property development costs.
49
Naluri
Corporation
Berhad
(76466-X)
(g) Land Held for Property Development and Property Development Costs (contd.)
(h) Inventories
Inventories are stated at the lower of cost and net realisable value.
Cost of raw materials, finished goods, trading inventories and consumables is determined using either the first-in,
first-out method and cost of food, beverage and supplies is determined on a weighted average basis. The cost of raw
materials comprises costs of purchase. The costs of finished goods and work-in-progress comprise raw materials,
direct labour and appropriate proportions of production overheads. The cost of unsold properties comprises cost
associated with the acquisition of land, direct costs and appropriate proportions of common costs.
Net realisable value is the estimated selling price in the ordinary course of business less the estimated costs of
completion and the estimated costs necessary to make the sale.
(j) Leases
A lease is recognised as a finance lease if it transfers substantially to the Group all the risks and rewards incident
to ownership. All other leases are classified as operating leases.
The depreciation policy for lease assets is in accordance with that for depreciable property, plant and
equipment as described in Note 2(e).
Deferred tax is provided for, using the liability method, on temporary differences at the balance sheet date between
the tax bases of assets and liabilities and their carrying amounts in the financial statements. In principle, deferred
tax liabilities are recognised for all taxable temporary differences and deferred tax assets are recognised for all
deductible temporary differences, unused tax losses and unused tax credits to the extent that it is probable that
taxable profit will be available against which the deductible temporary differences, unused tax loses and unused
tax credits can be utilised. Deferred tax is not recognised if the temporary difference arises from goodwill or
negative goodwill or from the initial recognition of an asset or liability in a transaction which is not a business
combination and at the time of the transaction, affects neither accounting profit nor taxable profit.
Deferred tax is measured at the tax rates that are expected to apply in the period when the asset is realised or the
liability is settled, based on tax rates that have been enacted or substantively enacted at the balance sheet date.
Deferred tax is recognised in the income statement, except when it arises from a transaction which is recognised
directly in equity, in which case the deferred tax is also recognised directly in equity, or when it arises from a
business combination that is an acquisition, in which case the deferred tax is included in the resulting goodwill or
negative goodwill.
51
Naluri
Corporation
Berhad
(76466-X)
When the benefits of a plan are improved, the portion of the increased benefit relating to past service by
employees is recognised as an expense in the income statement on a straight-line basis over the average
period until the benefits become vested. To the extent that the benefits vest immediately, the expense is
recognised immediately in the income statement.
In calculating the Group’s obligation in respect of a plan, to the extent that any cumulative unrecognised
actuarial gain or loss exceeds ten percent of the present value of the defined benefit obligation, that portion
is recognised in the income statement over the expected average remaining working lives of the employees
participating in the plan. Otherwise, the actuarial gain or loss is not recognised.
Where the calculation results in a benefit to the Group, the recognised asset is limited to the net total of any
unrecognised actuarial losses and past service costs and the present value of any future refunds from the
plan or reductions in future contributions to the plan.
The principal exchange rates for each respective unit of foreign currency ruling at the balance sheet date are
as follows:
2005 2004
RM RM
Financial instruments are classified as liabilities or equity in accordance with the substance of the contractual
arrangement. Interest, dividends, gains and losses relating to a financial instrument classified as a liability, are
reported as expense or income. Distributions to holders of financial instruments classified as equity are recognised
directly in equity. Financial instruments are offset when the Group has a legally enforceable right to offset and
intends to settle either on a net basis or to realise the asset and settle the liability simultaneously.
54
Naluri
Corporation
Berhad
(76466-X)
(iii) Receivables
Receivables are carried at anticipated realisable values. Bad debts are written off when identified. An
estimate is made for doubtful debts based on a review of all outstanding amounts as at the balance sheet
date.
(iv) Payables
Payables are stated at cost which is the fair value of the consideration to be paid in the future for goods and
services received.
Borrowing costs directly attributable to the acquisition and construction of qualifying assets such as property,
plant and equipment, land held for property development and development properties are 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 borrowing 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 financial year, other than borrowings made specifically for the purpose of acquiring
another qualifying asset. For borrowings made specifically for the purpose of acquiring 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 funds drawndown from that
borrowing facility.
All other borrowing costs are recognised as an expense in the income statement in the period in which they
are incurred.
55
Naluri
Corporation
Berhad
(76466-X)
The transaction costs of an equity transaction are accounted for as a deduction from equity, net of tax.
Equity transaction costs comprise only those incremental external costs directly attributable to the equity
transaction which would otherwise have been avoided.
3. REVENUE
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
4. OTHER INCOME
Included in other income are:
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
5. STAFF COSTS
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
Wages and salaries 56,551 7,504 5,216 1,736
Social security costs 649 43 17 7
Pension costs
- defined contribution plan 5,309 661 529 147
- defined benefit plan 432 - - -
Other staff related expenses 3,607 825 212 116
66,548 9,033 5,974 2,006
Included in staff costs of the Group and of the Company are executive directors’ remuneration amounting to
RM8,128,000 (2004: RM964,000) and RM3,046,000 (2004: RM520,000) respectively as further disclosed in Note 6.
6. DIRECTORS’ REMUNERATION
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
Directors of the Company
Executive:
Salaries and other emoluments 3,046 520 3,046 520
Benefits-in-kind 20 22 20 22
3,066 542 3,066 542
Non-Executive:
Salaries and other emoluments 891 34 - -
Fees 48 - 48 -
Benefits-in-kind - 219 - 1
939 253 48 1
4,005 795 3,114 543
Directors of the Subsidiaries
Executive:
Salaries and other emoluments 5,082 444 - -
Benefits-in-kind 74 - - -
5,156 444 - -
Non-Executive:
Other emoluments 450 18 - -
5,606 462 - -
Total 9,611 1,257 3,114 543
58
Naluri
Corporation
Berhad
(76466-X)
The number of directors of the Company whose total remuneration during the financial year fell within the following
bands is analysed below:
Number of Directors
2005 2004
Executive directors:
RM400,001 - RM450,000 1 -
RM500,001 - RM550,000 - 1
RM550,001 - RM600,000 1 -
RM650,001 - RM700,000 1 -
RM1,350,001 - RM1,400,000 1 -
Non-executive directors:
Below RM50,000 4 1
RM400,001 - RM450,000 1 -
RM450,001 - RM500,000 1 -
In the previous financial year, the other directors of the Company did not receive any remuneration.
59
Naluri
Corporation
Berhad
(76466-X)
8. FINANCE COSTS
Group
2005 2004
RM’000 RM’000
Interest expense on
- bankers’ acceptances 577 30
- bank overdrafts 417 13
- hire purchase 32 4
- term loans 503 86
- late payment of royalty 520 -
- others 30 13
2,079 146
9. TAXATION
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
Income tax:
Malaysian income tax
- current year provision 8,525 7,790 2,815 7,737
- (over)/underprovision in prior years (920) 219 - 91
7,605 8,009 2,815 7,828
Foreign income tax
- current year provision 130 - - -
7,735 8,009 2,815 7,828
Deferred tax (Note 38):
Relating to origination and reversal
of temporary differences 1,093 2,003 1,406 1,635
Overprovided in prior years (73) - - -
1,020 2,003 1,406 1,635
Domestic income tax is calculated at the Malaysian statutory tax rate of 28% (2004: 28%) of the estimated assessable
profit for the year except for the tax incentive of 8% (2004: 8%) exempted for the first RM500,000 (2004: RM500,000)
taxable profit granted to certain subsidiaries by the Inland Revenue Board. Taxation for other subsidiaries is calculated
at the rates prevailing in the respective jurisdictions.
61
Naluri
Corporation
Berhad
(76466-X)
9. TAXATION (contd.)
A reconciliation of income tax expense applicable to profit before taxation at the statutory income tax rate to income
tax expense at the effective income tax rate of the Group and of the Company is as follows:
2005 2004
RM’000 RM’000
Group
Taxation at Malaysian statutory tax rate of 28% (2004: 28%) 21,758 5,111
Effect of income subject to tax rate of 20% (2004: 20%) (182) (11)
Effect of different tax rates in other countries (13) -
Effect of income not subject to tax (20,596) (3,894)
Effect of expenses not deductible for tax purposes 11,798 11,697
Deferred tax assets not recognised in respect of current year’s
tax losses and unabsorbed capital allowances 2,338 1,018
Effect of utilisation of previously unrecognised tax losses,
unabsorbed capital allowances and other deductible
temporary differences (3,360) (4,128)
Effect of utilisation of reinvestment allowances (3,377) -
(Over)/underprovision of income tax in prior years (920) 219
Overprovision of deferred tax in prior years (73) -
Tax expense for the year 7,373 10,012
Company
Taxation at Malaysian statutory tax rate of 28% (2004: 28%) 11,087 6,337
Effect of income not subject to tax (13,220) (225)
Effect of expenses not deductible for tax purposes 6,354 3,260
Underprovision of income tax in prior years - 91
Tax expense for the year 4,221 9,463
62
Naluri
Corporation
Berhad
(76466-X)
9. TAXATION (contd.)
Group
2005 2004
RM’000 RM’000
As at 31 December 2005, the Company has tax exempt profits available for distribution of approximately RM38,596,000
(2004: RM48,953,000), subject to the agreement of the Inland Revenue Board. The Company has sufficient tax
credit under Section 108 of the Income Tax Act, 1967 and the balance in the tax exempt income account to frank the
payment of dividends out of its entire retained profits as at 31 December 2005.
2005 2004
RM’000 RM’000
As at the end of the current financial year, the Company does not have any dilutive potential ordinary shares.
Accordingly, the diluted earnings per share is not presented. In the previous financial year, the effect on the basic
earnings per share arising from the assumed conversion of warrants was anti-dilutive. Accordingly, the diluted
earnings per share in respect of the previous financial year is not presented.
11. DIVIDEND
Net Dividend
Amount per Ordinary Share
2005 2004 2005 2004
RM’000 RM’000 sen sen
At the forthcoming Annual General Meeting, a final dividend in respect of the financial year ended 31 December
2005, of 1.0% tax exempt on ordinary shares in issue on the date of entitlement, will be proposed for shareholders’
approval. The financial statements for the current financial year do not reflect this proposed dividend. Such dividend,
if approved by the shareholders, will be accounted for in equity as an appropriation of retained profits in the financial
year ending 31 December 2006.
63
Naluri
Corporation
Berhad
(76466-X)
Group
Cost/Valuation
At 1 January 2005 446,752 61,907 124,694 32,929 1,884 668,166
Acquisition of
subsidiaries (Note 43(ii)) 6 - 1,176 6,561 - 7,743
Additions 23,947 - 6,492 4,594 19,134 54,167
Disposals (3,793) - (3) (435) - (4,231)
Write offs (16) - (35) (747) - (798)
Transfer - - 2,276 - (2,276) -
At 31 December 2005 466,896 61,907 134,600 42,902 18,742 725,047
Accumulated Depreciation
and Impairment Losses
At 1 January 2005:
Accumulated depreciation 31,680 2,547 88,170 26,629 - 149,026
Accumulated impairment
losses 37,905 30,905 - 6 - 68,816
69,585 33,452 88,170 26,635 - 217,842
Acquisition of
subsidiaries (Note 43(ii)) 3 - 410 977 - 1,390
Depreciation charge
for the year 6,501 849 10,158 3,112 - 20,620
Disposals (83) - (1) (336) - (420)
Write offs (16) - (23) (688) - (727)
At 31 December 2005 75,990 34,301 98,714 29,700 - 238,705
Analysed as:
Accumulated depreciation 38,085 3,396 98,714 29,694 - 169,889
Accumulated impairment
losses 37,905 30,905 - 6 - 68,816
75,990 34,301 98,714 29,700 - 238,705
64
Naluri
Corporation
Berhad
(76466-X)
Group (contd.)
Details at
1 January 2004
Cost 202,971 61,907 4,154 5,918 - 274,950
Accumulated depreciation 10,433 1,698 3,750 5,036 - 20,917
Accumulated impairment
losses 37,255 30,905 - - - 68,160
Depreciation charge
for 2004 4,610 849 1,322 520 - 7,301
Group
Cost/Valuation
At 1 January 2005 37,862 32,239 6,317 363,352 6,982 446,752
Acquisition of subsidiaries - - - - 6 6
Additions 916 2,705 - 14,823 5,503 23,947
Disposals (3,445) - - (297) (51) (3,793)
Write offs - - - - (16) (16)
At 31 December 2005 35,333 34,944 6,317 377,878 12,424 466,896
65
Naluri
Corporation
Berhad
(76466-X)
Group (contd.)
Accumulated Depreciation
and Impairment Losses
At 1 January 2005:
Accumulated depreciation - 2,113 3,221 20,504 5,842 31,680
Accumulated impairment
losses 592 58 - 37,255 - 37,905
592 2,171 3,221 57,759 5,842 69,585
Acquisition of subsidiaries - - - - 3 3
Depreciation charge
for the year - 224 233 5,502 542 6,501
Disposals - - - (74) (9) (83)
Write offs - - - - (16) (16)
At 31 December 2005 592 2,395 3,454 63,187 6,362 75,990
Analysed as:
Accumulated depreciation - 2,337 3,454 25,932 6,362 38,085
Accumulated impairment
losses 592 58 - 37,255 - 37,905
592 2,395 3,454 63,187 6,362 75,990
Depreciation charge
for 2004 13 170 19 4,323 85 4,610
66
Naluri
Corporation
Berhad
(76466-X)
Cost
At 1 January 2005 11,364 14,289 786 727 27,166
Additions - 5,178 - 210 5,388
Write offs - - - (74) (74)
At 31 December 2005 11,364 19,467 786 863 32,480
Accumulated Depreciation
and Impairment Losses
At 1 January 2005
Accumulated depreciation 1,809 399 561 665 3,434
Accumulated impairment losses - 13,890 - - 13,890
1,809 14,289 561 665 17,324
Depreciation charge for the year 165 - 71 70 306
Write offs - - - (45) (45)
At 31 December 2005 1,974 14,289 632 690 17,585
(a) Renovation of the Group and of the Company amounting to RM5,178,000 (2004: RM Nil) has not been
depreciated as it was completed at the end of the financial year.
(b) During the financial year, the Group and the Company acquired property, plant and equipment at aggregate
costs of RM54,167,000 (2004: RM2,320,000) and RM5,388,000 (2004: RM2,000) respectively. Property, plant
and equipment of the Group costing RM707,000 (2004: RM Nil) were acquired by means of finance lease
arrangements. The net book value of motor vehicles held under hire purchase and finance lease arrangements
is RM1,170,000 (2004: RM199,000).
67
Naluri
Corporation
Berhad
(76466-X)
(c) The net book values of property, plant and equipment pledged for borrowings as disclosed in Note 30 are as
follows:
Group
2005 2004
RM’000 RM’000
(d) Included in leasehold land of the Group is leasehold land of a subsidiary with net book value of RM473,000
(2004: RM479,000) of which the land title has yet to be transferred to the subsidiary as at the end of the
financial year.
(e) Included in plant and machinery of the Group are staff costs and rental capitalised amounting to RM2,013,000
(2004: RM78,000) and RM181,000 (2004: RM15,000) respectively.
Group
At 31 December 2005:
Cost
At 1 January 2005 34,947 43,077 926 78,950
Additions 6,819 705 29 7,553
Transfer to property development costs (1,263) - - (1,263)
At 31 December 2005 40,503 43,782 955 85,240
68
Naluri
Corporation
Berhad
(76466-X)
Group (contd.)
At 31 December 2004:
Cost
At 1 January 2004 - - - -
Additions 20,596 15,596 - 36,192
Disposals - - (304) (304)
Acquisition of subsidiaries (Note 43(ii)) 14,351 27,481 1,230 43,062
At 31 December 2004 34,947 43,077 926 78,950
Company
At 31 December 2005:
Cost
At 1 January 2005 20,596 15,596 - 36,192
Additions 6,819 705 - 7,524
At 31 December 2005 27,415 16,301 - 43,716
At 31 December 2004:
Cost
Additions during the year and
at 31 December 2004 20,596 15,596 - 36,192
Cost
Leasehold land 16,445 15,715
Buildings 123,923 118,569
140,368 134,284
The quoted shares were not traded at the end of the previous financial year as the subsidiary, DFZ Capital Berhad
(“DFZ”) was classified under Practice Note 4/2001 (“PN 4/2001”) of the listing requirements of Bursa Securities.
During the current year, DFZ has regularised its financial condition and no longer triggers any of the criteria under
paragraph 2.0 of PN 4/2001. Accordingly, DFZ is no longer classified as an “affected listed issuer” pursuant to PN
4/2001. The market value of DFZ’s quoted shares disclosed in the previous financial year was based on the closing
price of the shares upon DFZ’s relisting on 28 January 2005.
132 155 11 34
72
Naluri
Corporation
Berhad
(76466-X)
The amounts due from subsidiaries are unsecured and have no fixed terms of repayment. The interest bearing
amounts bear interest at rates ranging from 5.0% to 7.5% (2004: 5.0% to 7.5%) per annum.
Company
2005 2004
RM’000 RM’000
Loans to employees:
Repayable within 1 year (Note 24) 545 515
Repayable after 1 year 1,011 405
1,556 920
73
Naluri
Corporation
Berhad
(76466-X)
22. INVENTORIES
Group
2005 2004
RM’000 RM’000
Cost
Food and beverage 712 746
Completed development properties 763 763
Raw materials 27,519 30,350
Work-in-progress 4,647 5,636
Finished goods and trading inventories 29,287 16,491
Consumables 524 372
63,452 54,358
The Group’s normal trade credit term ranges from 30 to 150 days (2004: 30 to 150 days). Other credit terms are
assessed and approved on a case-by-case basis.
As at the balance sheet date, the Company has a significant concentration of credit risk in the form of outstanding
balances due from 2 (2004: Nil) customers representing approximately 27% (2004: Nil) of total trade receivables.
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
Proceeds receivable
for the disposal of quoted shares 31,973 40,036 - 40,036
Profit guarantee receivable (Note (b)) 3,321 - 3,321 -
Tax recoverable 2,378 2,357 - -
Others (Note (c)) 35,218 41,767 19,052 1,010
178,839 182,304 51,375 72,488
Less: Provision for doubtful debts (68,192) (108,420) (957) (40,566)
110,647 73,884 50,418 31,922
(a) Included in deposits of the Group is refundable deposit for the purchase of inventories amounting to
RM7,000,000 (2004: RM Nil) of which RM2,000,000 (2004: RM Nil) has been refunded subsequent to
year end.
(b) Profit guarantee receivable relates to shortfall between the actual net profit of subsidiaries under United
Industries Holdings Sdn Bhd (“UI Group”) for the financial year ended 31 December 2005 and the profit
undertaking amount guaranteed by certain vendors of UI Group pursuant to share sales agreements between
the Company and the said vendors in the previous financial year.
(c) Included in other receivables of the Group in the previous financial year was prepayment of RM20,000,000
which arose from the issuance of 18,181,818 new ordinary shares at an issue price of RM1.10 each for the
acquisition of the entire equity interest in Winner Prompt Sdn Bhd and Selasih Ekslusif Sdn Bhd by DFZ as
disclosed in Note 42(iv). The said shares have been issued upon completion of the acquisition during the
current financial year.
(d) The advances and amounts receivable are unsecured, interest free and have no fixed terms of repayment.
Group Company
2005 2004 2005 2004
RM’000 RM’000 RM’000 RM’000
The Group has no significant concentration of credit risk that may arise from exposures to a single debtor or to
groups of debtors, other than as indicated above.
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Included in cash at banks of the Group are amounts of RM39,000 (2004: RM120,000) held pursuant to Section 7A of
the Housing Development (Control and Licensing) Act, 1966 and therefore restricted from use in other operations.
Fixed deposits of the Group amounting to RM7,576,000 (2004: RM10,197,000) are pledged to banks for credit
facilities granted to certain subsidiaries as disclosed in Note 30.
The range of weighted average effective interest rates of fixed deposits at the balance sheet date were as
follows:
Group Company
2005 2004 2005 2004
% % % %
Licensed banks 2.40 - 4.00 2.20 - 3.70 2.40 - 3.00 2.20 - 3.00
Licensed finance companies - 2.78 - 2.78
Other financial institutions - 2.72 - 2.72
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Naluri
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Group Company
2005 2004 2005 2004
Days Days Days Days
Included in trade payables of the Group are amounts of RM1,459,000 (2004: RM745,000) due from EKSB which
are unsecured, interest free and have no fixed terms of repayment.
The normal trade credit terms granted to the Group range from 30 to 120 days (2004: 30 to 120 days).
(a) Dividends payable of the Group comprise amounts payable to holders of Irredeemable Convertible Preference
Shares (“ICPS”)-B1 and ICPS-B2 of DFZ.
(b) Included in sundry payables of the Group is investment commitment payable to Royal Air Cambodge Co Ltd
of RM12,700,000 (2004: RM12,700,000).
Provision for liquidated ascertained damages is in respect of development projects undertaken by a subsidiary. The
provision is recognised for expected claims of liquidated ascertained damages based on the terms of the applicable
sale and purchase agreements.
30. BORROWINGS
Group
2005 2004
RM’000 RM’000
The range of weighted average effective interest rates at the balance sheet date for borrowings, excluding hire
purchase and finance lease payables, were as follows:
Group
2005 2004
% %
- a first legal charge over certain properties of the Group with a carrying amount of RM104,227,000 (2004:
RM102,746,000);
- fixed charges on certain properties of the Group with a carrying amount of RM16,332,000 (2004:
RM20,773,000);
- deposits with licensed banks of the Group amounting to RM7,576,000 (2004: RM10,197,000);
- fixed and floating charges over the other assets of certain subsidiaries; and
- joint and several guarantee by certain directors of certain subsidiaries.
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Naluri
Corporation
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(76466-X)
The hire purchase and finance lease payables attracted interest at the balance sheet date at rates between 2.50%
to 5.90% (2004: 3.45% to 7.00%) per annum.
Authorised
* Warrants
The 2000/2005 Warrants issued by the Company were constituted by a Deed Poll dated 8 June 1995, amended by
the first supplementary deed poll dated 15 October 1997 and second supplementary deed poll dated 1 July 1999.
During the current financial year, 1,200 warrants were converted into ordinary shares of RM1 each at an exercise
price of RM2 per ordinary share for cash. The remaining 138,077,112 warrants unexercised had lapsed on expiry
of the warrants on 11 June 2005 and were cancelled.
Group
2005 2004
RM’000 RM’000
Analysed as:
Non-current:
Later than 1 year but not later than 2 years 308 205
Later than 2 years but not later than 5 years 694 462
1,002 667
The actuarial valuation, which was performed during the current financial year, showed that there are unrecognised
net transition obligations of RM462,000 (2004: RM692,000) as at the balance sheet date. In relation to this, the
Group will recognise the net transition obligations over the next four (4) years.
Group
2005 2004
RM’000 RM’000
Group
2005 2004
% %
Later than 1 year but not later than 2 years 750 750
Later than 2 years but not later than 5 years - 750
750 1,500
Deferred payables represent amounts owing by a subsidiary for the acquisition of land which is payable over a
period of ten (10) years upon commencement of the subsidiary’s business operations.
The subsidiary has not been able to meet its repayment obligations and is currently in negotiations to settle the
outstanding amount. Late payment penalty has been accrued in the current financial year.
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Contribution by:
- Malaysian Airlines Systems Berhad - 3,000
- Technology Resources Industries Berhad - 3,870
- 6,870
The contribution related to a proposed joint venture project to be set up in year 2000 between the abovementioned
parties so as to collaborate in areas relating to information technology services, e-business solutions and customer
contact services, whereby a subsidiary of the Company, Trifiniti Networks Sdn Bhd, was the sole outsourcing partner
in providing such solutions and services. The contributions which were fully utilised were intended to be exchanged
for allocated equities in the said subsidiary. However, the intended arrangement was not formalised and the said
subsidiary has ceased operations. As such, the Directors during the year decided that the contributions previously
recognised should be written back as the said subsidiary does not have any further obligations in respect of the joint
venture.
Deferred tax assets have not been recognised in respect of the following items:
Group
2005 2004
RM’000 RM’000
The availability of the unused tax losses and unabsorbed capital allowances for offsetting against future taxable
profits of the subsidiaries is subject to no substantial changes in shareholdings of the subsidiaries under Section
44(5A) and (5B) of the Income Tax Act, 1967.
The directors are of the opinion that all the transactions above have been entered into in the normal course of
business.
40. COMMITMENTS
(a) Capital Commitments
Group
2005 2004
RM’000 RM’000
Capital expenditure
Approved and contracted for:
Property, plant and equipment 10,234 984
Subscription of new DFZ shares and new
ICPS-A (Note 42(i)(a)) - 50,607
10,234 51,591
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Naluri
Corporation
Berhad
(76466-X)
13,333 54,091
Operating lease payments represent rentals payable by the Group for use of land and buildings.
Included in operating lease commitments are commitments in respect of a non-cancellable operating lease of
60 years expiring in 2038 for a piece of short term leasehold land in NPSB.
NPSB has an option to renew the lease of this short term leasehold land for another 30 years after the end of
the lease. Should the lease be renewed, the additional lease payments for the renewal period, which are not
included in the above, would amount to RM7.2 million.
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Naluri
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(a) Unsecured:
* These guarantees are denominated in Deutschemark which are equivalent to Euro 3.1 million (2004:
Euro 3.1 million) and Euro 1.5 million (2004: Euro 1.5 million) in respect of the Group and the Company
respectively.
(b) Litigation
(i) Third party proceedings by Perbadanan Kemajuan Negeri, Negeri Sembilan (“PKNNS”) against MHS
Land Sdn Bhd (“MHSL”)
MHSL and PKNNS entered into a Joint Venture Agreement (“JVA”) on 8 November 1996 to jointly develop a
piece of land known as Felda Sendayan (“the Land”).
Under the JVA, PKNNS was required to purchase and/or acquire the Land from the respective landowners
while MHSL was required to provide the expertise and procure the financing for the purchase. MHSL has
advanced to the joint venture an amount of approximately RM55,781,081 for the payment of deposit by
PKNNS to the landowners.
PKNNS was subsequently not able to deliver the Land on time for further financing to be procured. Consequently,
the development could not proceed as planned.
Two suits have been filed against PKNNS by 157 landowners and PKNNS has in turn issued Third Party
Notices to MHSL seeking indemnities from MHSL against the landowners’ claims. Details of the suits are as
follows:
(a) 89 of the landowners filed for Specific Performance against PKNNS under their respective Sale and
Purchase Agreements.
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Naluri
Corporation
Berhad
(76466-X)
MHSL applied to stay the proceedings pending arbitration (as provided in the JVA) but the application and
the subsequent appeal were both dismissed.
PKNNS had then filed for Third Party Directions including a prayer for Summary Judgment on 7 August
2002.
(b) 68 of the landowners applied for a declaration that the Sale and Purchase Agreements between them
and PKNNS are terminated, entitling them to forfeit the deposits. The landowners had also claimed for
damages for the breach of the respective Sale and Purchase Agreements. PKNNS had filed for Third
Party Directions including a prayer for Summary Judgment on 23 October 2002.
On 21 July 2003, the Summonses for Third Party Directions, including the prayers for Summary Judgment,
for both suits (detailed in paragraphs (a) and (b) above) were heard together by the Court and decision was
reserved by the Court until 31 July 2003.
On 31 July 2003, the Court dismissed PKNNS’s application for Summary Judgment with costs in the cause.
The following consequential orders on the Summonses for Third Party Directions were made for both suits:
(a) that PKNNS files and serves the Statement of Claim Against Third Party within 21 days;
(b) that MHSL files the Defence of the Third Party within 21 days from the date of the service of the Statement
of Claim Against Third Party;
(c) that MHSL is at liberty to attend the trial of the main action and to participate in the trial as directed by the
Judge and MHSL is bound by the decision at the trial; and
(d) that the issue of the Third Party’s liability to indemnify PKNNS is to be tried in the same trial but immediately
after it.
PKNNS had filed two (2) appeals to the Judge in Chambers against the decisions of the Court dated
31 July 2003.
Both suits commenced by the landowners have been consolidated to be tried together and both matters
came up for trial on 15 October 2003. In the course of the trial, it became apparent that the issue of whether
the landowners are entitled to claim general damages against PKNNS is an issue that had to be decided
preliminarily. The Court fixed 6 January 2004 for the respective counsels to submit on this point. Upon hearing
submissions on 6 January 2004, the Court had reserved its decision on this point to a date to be informed.
Meanwhile, both appeals had been fixed for mention on 9 February 2004 for PKNNS to confirm to the Court
that they intend to proceed with the appeals with a view to obtaining judgments against MHSL even though the
main actions between the landowners and PKNNS are currently partly heard.
On 9 February 2004, PKNNS withdrew both appeals with costs to be in the cause. Parties are now to comply
with the consequential orders made on the Summonses for Third Party Directions, as stated above.
On 6 April 2004, the Court had delivered its decision on the preliminary issue that was argued on 6 January
2004. The Court held that:
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Naluri
Corporation
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(76466-X)
(a) the Court can only decide on the preliminary issue after the full trial of this matter;
(b) the trial is to be continued with all parties producing their witnesses; and
(c) the Plaintiffs’ claims at the trial be restricted to damages only.
The hearing of this matter scheduled on 1 and 2 February 2005 was adjourned pending disposal of the
Plaintiff’s application to amend their Statement of Claim. On 22 March 2005, PKNNS served MHSL their
Statement of Claim Against the Third Party. After a series of adjournments, the hearing date was fixed for
continued hearing on 11 November 2005. On 11 November 2005, MHSL’s solicitors were informed that the
matter was further adjourned to a date to be determined by the Court.
On 6 October 2005, MHSL’s solicitors were informed by PKNNS’s solicitors that all other Plaintiffs have
accepted a settlement proposal offered by PKNNS but the settlement agreements have not been signed.
MHSL’s solicitors have enquired PKNNS’s solicitors in relation to the terms of the proposed settlement,
however PKNNS’s solicitors have not replied to such enquiry.
In view of the proposed settlement, the solicitors for PKNNS have agreed that the filing of MHSL’s Statement
of Defence in Third Party proceedings be held in abeyance until such time that it is apparent that the proposed
settlement has been aborted and that the parties will be proceeding with court action. The directors and
solicitors of MHSL would only be in the position to assess the strength of the case upon filing the Statement
of Defence.
The writ had been served on PKNNS and PKNNS had filed their appearance through their solicitors. However,
PKNNS has yet to file its defence. On 6 July 2004, MHSL’s solicitors had given PKNNS notice to file their
defence within 7 days. However, PKNNS’s solicitors had requested for 14 days to file its defence. This extension
expired on 21 July 2004. MHSL had filed an application for Judgment in Default of Defence, as a result of
PKNNS’s failure to file their Statement of Defence. However, PKNNS’s solicitors had filed an application to
strike out MHSL’s suit on the basis that PKNNS had initiated third party proceedings against MHSL.
The application to strike out MHSL’s suit filed by PKNNS was heard in Court on 4 October 2004. After having
read the affidavits filed and after having heard oral and written submissions of respective counsels, the Court
had, on 25 November 2004 dismissed PKNNS’s application to strike out MHSL’s suit. PKNNS had on 30
November 2004, filed an appeal to Judge in Chambers against the above decision and the appeal had been
fixed for hearing on 18 April 2005 but was vacated and fixed for mention on 1 August 2005.
In the meantime, MHSL’s solicitors had issued a notice to PKNNS’s solicitors to file their Statement of Defence
but they had failed to do so. As a result of which, MHSL had, on 12 January 2005, filed the draft Judgment in
Default of Defence against PKNNS.
92
Naluri
Corporation
Berhad
(76466-X)
On 29 April 2005, the PKNNS applied to set aside the Judgment in Default of Defence. On 11 August 2005,
PKNNS had written to MHSL proposing to settle the above suit amicably. The parties are currently negotiating
on the terms and conditions of the settlement agreement in relation to the above.
On 26 October 2005, the court had set aside the Judgment in Default of Defence against PKNNS and PKNNS
appealed against the decision of the Deputy Registrar. The Judge had fixed 8 December 2005 for final mention
and for MHSL to file Notice to Attend Pre Trial Case Management. On 8 December 2005, PKNNS withdrew the
application to appeal against the decision of the Deputy Registrar. The Court has fixed 16 August 2006 for case
management.
The solicitors for MHSL are of the opinion that MHSL would have a fair chance of success in the above matter.
(iii) Arbitration between the Company and Seloga Jaya Sdn Bhd (“Seloga Jaya”)
Arbitration proceedings have been brought against the Company by Seloga Jaya pursuant to the termination
of the appointment of Seloga Jaya as main contractors on 19 April 1995. Seloga Jaya is claiming a sum of
approximately RM8,428,444 in quantified damages, RM32,930,771 in special damages for the loss of profits
and other damages to be decided by the arbitrator upon the award being made.
In the same proceedings, the Company has counter claimed for general damages, interest on all sums awarded
and such other costs as deemed fit by the arbitrator on 25 August 1995. Both parties have filed their respective
written submissions. However, the learned arbitrator passed away before making an award. A new arbitrator
has been appointed and a second hearing of the case commenced in April 2001. Both parties have agreed to
a “documents only” arbitration.
On 23 December 2002, Mohamed Raslan bin Abdul Rahman, Gan Ah Tee and Ooi Woon Chee of KPMG
Corporate Services Sdn Bhd, were appointed as Special Administrators (“SAs”) over the Company by
Danaharta. On 28 February 2003, Seloga Jaya’s solicitors applied to Danaharta for its consent to proceed with
the arbitration. On 12 March 2003, Danaharta replied that until the SAs have had the opportunity to finalise details
of a workout proposal of the Company, it is unable to consent to the request to proceed with the arbitration, or
any proceedings related thereto against the Company. The claimant’s reply was heard on 11 November 2005.
The next hearing date was fixed on 18 February 2006 for clarification, which was then vacated by the arbitrator
to a date to be fixed.
In respect of the above, the solicitors for the Company are of the view that the arbitration is still at a preliminary
stage, where the arbitrator has only heard submissions on the issue whether the termination by the Company
is wrongful. With regard to this specific issue, the solicitors are of the view that the Company has a reasonably
arguable defence.
(iv) Notice of Breach to the Company by the Ministry of Finance and Treasury of the Republic of Maldives in
respect of Air Maldives Limited
In April 2001, the Ministry of Finance and Treasury of the Republic of Maldives issued a Notice of Breach
to the Company for alleged breaches of its contractual obligations under the Shareholders’ Agreement dated
1 October 1994 (“the Agreement”). As stipulated under the Agreement, the Company was requested to remedy
the breaches within thirty days. The remedy includes the payment of USD69.2 million to settle the liabilities of
the joint venture company, Air Maldives Limited.
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Naluri
Corporation
Berhad
(76466-X)
The Company had, on 11 May 2001, replied to the Notice detailing the grounds for its repudiating the alleged
breaches of the Agreement. Subsequent to an exchange of letters, both parties met on 7 August 2001 to explore
the possibility of settling the dispute and the options available to Air Maldives Limited and the parties.
There has not been any progress or further development since then.
(v) Claim filed by former employees of the Company pursuant to an Employees’ Share Option Scheme
(“ESOS”)
In 1999, employees of the Company were offered to participate in an ESOS and the Company had arranged
with Bank Islam Malaysia Berhad (“BIMB”) as financier for the participating employees to facilitate the
employees’ purchase of the ESOS shares.
According to the claim filed by certain former employees of the Company, the ESOS was offered on the
representations that it was for the benefit of and to reward these employees. Representations were purportedly
made by the Company’s then senior executives that the employees would stand to profit from the scheme.
These employees alleged that they had acted on such representations to participate in the scheme and
had financed their acquisition of the ESOS with loans secured from BIMB. The subsequent decline in the
Company’s share market prices served as the basis for the employees claims against the Company.
The said suit was filed by the former employees of the Company on 3 May 1999 against BIMB. The said suit
was further amended on 23 October 2001 to include the Company as the First Defendant therein.
These former employees of the Company are claiming for the rescission of the ESOS agreement, the release
of their loan obligations with BIMB of approximately RM6.8 million with interest and for the Company to refund
approximately RM1.4 million, being the monies paid by these former employees of the Company to subscribe
to the ESOS.
On 28 March 2003, the solicitors for these former employees were notified by the Company’s advisers that
SAs had been appointed over the Company on 23 December 2002 and accordingly, a statutory moratorium of
twelve (12) months, pursuant to Section 41 of the Pengurusan Danaharta Nasional Berhad Act (“Danaharta
Act”) had been imposed on the Company.
On 22 December 2003, the Company announced via advertisement placed in the local media that pursuant
to Section 41(3) of the Danaharta Act, Pengurusan Danaharta Nasional Berhad had extended the aforesaid
statutory moratorium due to lapse on 22 December 2003, for a further twelve (12) months from 23 December
2003 to 22 December 2004. An announcement to this effect was also made on 23 December 2003.
Pursuant to the extension of the statutory moratorium for a further twelve (12) months, the Court granted an
adjournment for case management on 5 February 2004 to 12 January 2005, which was later adjourned to 18
January 2006. On 18 January 2006, the Court adjourned the matter to 21 March 2006 for case management.
On 21 March 2006, the Court adjourned the matter to 2 May 2006 to enable the Company to file an application
to amend the Statement of Defence and Counter Claim and for the plaintiff to file the revised Analysis of
Pleadings.
The solicitors for the Company are of the opinion that the Company has a fairly good defence for the
above matter.
94
Naluri
Corporation
Berhad
(76466-X)
On 27 May 2004, the Company had been served with a Writ of Summons together with a Statement of Claim
by the solicitors acting for a shareholder of the Company, Hazman bin Ahmad (“Hazman”). Along with the
Company and the SAs, the other defendants named in the Writ of Summons and Statement of Claim are Atlan
Holdings Bhd (“AHB”), Atlan Properties Sdn Bhd (“APSB”), Danaharta, Danaharta Urus Sdn Bhd and Danaharta
Managers Sdn Bhd In the Statement of Claim, the Company has been named as a nominal defendant and
Hazman seeks no order against the Company.
Along with the Company, on 26 May 2004, Hazman also had served on Gan Ah Tee, one of the SAs of
the Company, and on 27 May 2004, he had also served on Mohamed Raslan bin Abdul Rahman and
Ooi Woon Chee, who are the other two SAs of the Company, with the same Writ of Summons and Statement of
Claims. Hazman is seeking the following orders against the SAs and the other defendants:
(a) that AHB and/or APSB be compelled to make a mandatory general offer to purchase the shares of Hazman
and to offer to purchase the shares of all the other shareholders of the Company at a purchase price of
RM1.98 per share;
(b) that the shares held directly and indirectly by Tan Sri Dato’ Tajudin bin Ramli amounting to approximately
309,648,000 representing 44.84% of the paid-up share capital of the Company, shall not be registered in
the name of AHB and/or APSB or any of their nominees and that AHB/APSB shall not be entitled to appoint
any members on the Board of Directors of the Company until implementation of the mandatory take over
bid;
(c) that all the defendants other than the Company jointly and severally pay Hazman and/or the Company,
damages for conspiracy;
(d) that all the defendants other than the Company jointly and severally pay Hazman and/or the Company,
damages for misrepresentation;
(e) that all the defendants other than the Company jointly and severally pay Hazman and/or the Company,
interest on damages assessed in the Statement of Claim at such rate for such period as determined by the
Court;
(f) a declaration that the appointment of the SAs is invalid and a consequential order that all transactions
entered into by the SAs purportedly for and on behalf of the Company are null and void;
(g) that all the defendants other than the Company jointly and severally pay Hazman the costs of and
occasioned by this action; and
(h) such further and other orders as the Court deems fit.
As a consequence of the above, the Company and the SAs have filed in a Memorandum of Appearance on
3 June 2004. On 25 June 2004, the Company and the SAs filed and served their defence to the Statement
of Claim.
Hazman’s application to show cause and case management is fixed for mention on 13 June 2006 to enable
Naluri’s solicitors to file their application to strike out the suit, which is to be heard before the Senior Assistant
Registrar. The matter was fixed for mention on 21 March 2006 to enable Naluri to file their application to strike
out Hazman’s claim. On 21 March 2006, the matter had been adjourned to 31 May 2006. The matter is also
fixed for case management on 30 June 2006 pending disposal of AHB’s application for striking out.
95
Naluri
Corporation
Berhad
(76466-X)
On 7 October 2004, the Company and the SAs were served with a petition against the Company, the SAs,
AHB, APSB, Danaharta, Danaharta Urus Sdn Bhd and Danaharta Managers Sdn Bhd by Adenan bin Ismail
(“Plaintiff”), a shareholder of the Company, together with the other cause papers, seeking:
- compelled to make a mandatory general offer to purchase the shares of the Company;
- from appointing any director to the Board of Directors (“Board”) of the Company or exercising
the voting rights attached to the voting shares of the Company which have been acquired
from Danaharta until the provisions of the Malaysian Code on Take-overs and Mergers 1998
(“Code”) have been complied with;
- in the event that AHB and/or APSB have appointed any directors to the Board of the Company,
AHB and/or APSB be restrained and an injunction be granted compelling AHB and/or APSB
to ensure that the said directors do not hold themselves out and/or act as directors of the
Company until the provisions of the Code have been complied with;
- from registering the shares of the Company acquired from Danaharta in the name of APSB or
any of its nominees until the provisions of the Code have been complied with; and
- from charging, selling and/or dealing with the shares of the Company acquired from Danaharta
until the provisions of the Code have been complied with.
(ii) that any resolutions passed by the shareholders and/or directors of the Company approving the
related party transactions (“RPTs”) as set out in the petition be cancelled;
(iii) that the Listing Requirements in relation to the RPTs as set out in the petition be complied with by all
respondents except the Company;
(iv) that DFZ pay to the Company the monies paid to the financial institutions who received monies
pursuant to the RPTs as set out in the petition;
(v) that the Company be paid by all respondents damages resulting from the oppressive acts as set out
in the petition; and
(vi) that all respondents except the Company, jointly and severally pay the Plaintiff costs.
(b) declarations that the transactions as set out in the petition are RPTs and that the respondents named
therein are obliged to abstain from voting at the Company’s shareholders’ meeting; and
On 21 October 2004, the Company had filed an application and an affidavit to strike out the petition and/or
to oppose the petition and the petitioner’s injunction application. The hearing in relation to the petitioner’s
injunction application which was fixed for 22 October 2004 was postponed to 23 November 2004. The Court
had also fixed the Company’s striking out application to be heard on that date.
At the petitioner’s request to the Court, the hearing fixed for 23 November 2004 was brought forward
to 10 November 2004. However, on 10 November 2004, the said hearing was adjourned back to
23 November 2004.
On 23 November 2004, at the hearing of the petitioner’s injunction application and the Company’s striking out
application, the Court had directed all parties to file in written submissions in respect of the injuction and striking
out applications by 16 December 2004 and the submissions in reply by 7 January 2005.
The matter was fixed for hearing/clarification by the Court on 12 April 2005 after a series of adjournments. On
12 April 2005, the learned Judge fixed the application for decision on 17 June 2005. On 17 April 2005, the High
Court of Kuala Lumpur dismissed the petitioner’s application for injunction with costs and also allowed the
application by the Company to strike out the petition. Subsequent to this, the petitioner had on 15 July 2005,
filed an appeal to the Court of Appeal after the High Court decision. The Court of Appeal has yet to fix a date
for hearing of the appeal.
In respect of the aforesaid petition where the same order was struck out by the court on 17 June 2005 and
an appeal to the Court of Appeal was filed on 15 July 2005, the solicitors for the Company are of the view the
appeal is unsustainable both in fact and in law and ought to be dismissed by the Court.
On 9 October 2004, DFZ had been served with a petition together with a Summons in Chambers (Inter Parte)
and an affidavit in support dated 6 October 2004 by the solicitors acting for Adenan bin Ismail, a shareholder of
the Company, seeking, amongst others, the following orders:
(a) that any resolutions passed by the shareholders and/or directors of the Company approving the alleged
RPTs set out in the petition to be cancelled; and
(b) that DFZ do pay to the Company the monies paid to DFZ and/or the financial institutions who received
monies pursuant to the alleged RPTs as set out in the petition.
During the hearing on 17 June 2005, the learned High Court Judge delivered the following the decisions
(a) the Petitioner’s application for injunctive reliefs against AHB and APSB was dismissed with costs; and
(b) the five (5) applications by all the Respondents to strike out the Petition were allowed with costs.
The Petitioner has lodged an appeal to the Court of Appeal on 15 July 2005 against the decisions given by the
learned High Court Judge on 17 June 2005 and the matter is currently still pending the fixing of an appeal date
by the Court of Appeal.
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Naluri
Corporation
Berhad
(76466-X)
On 8 August 1995, ZAMZ, the administrator of the estate of Wan Zainab binti M.A. Bakar, commenced legal
proceedings against DFZ and six (6) of its directors at that point in time in the Penang High Court for the
alleged:
(i) fraudulent and non-payment transfer of 36,666 units of shares in Syarikat Sriwani
(M) Sdn Bhd (“SSSB”) to DFZ for the amount of RM36,666 which belonged to his mother, Wan Zainab
binti M.A. Bakar;
(ii) fraudulent and underpayment of transfer of 5,000 units of shares in SSSB to DFZ which is valued at
RM3.50 each totaling RM17,500 which also belonged to his mother, Wan Zainab binti M.A. Bakar; and
(iii) breach of trust by failing to give a full and frank disclosure of the said transfers of shares.
ZAMZ is claiming for the sum of RM13,901,268 being the value of the shares, general, aggravated and
exemplary damages of RM30,000 together with interest and costs.
The solicitors noted that exposure to liability is RM36,666 if the Court finds that no consideration was given.
The solicitors are also of the opinion that ZAMZ is unlikely to succeed in equitable tracing. Therefore, the
claim of RM13,901,268 is farfetched but not impossible. The general, aggravated and exemplary damages if
at all allowed will be minimal.
The Court has fixed the matter for continued hearing on 17, 18 and 19 May 2006.
(x) Nasturi Jaya Sdn Bhd (“NJSB”) claiming RM831,707 from Kelana Megah Sdn Bhd (“KMSB”)
NJSB instituted claims on KMSB for goods sold and delivered in respect of Eden Garden Hotel for the sum of
RM831,707. The main contractor is Mancon Berhad (“Mancon”) whilst NJSB is the nominated subcontractor.
The contract documents have specific provisions to state there is no privity of contract between NJSB with
KMSB although KMSB has made some payments on behalf of the main contractor to NJSB directly. To-date,
KMSB has filed a defence.
The solicitors have expressed their opinion that NJSB would have a difficult time to prove any privity of
contract and consequently any liability on the part of KMSB.
The matter was fixed for decision on 17 May 2005 but was adjourned to 13 June 2005 for decision/clarification
pending NJSB’s solicitors filing their Reply Submission.
During the hearing on 13 June 2005, the Learned Senior Assistant Registrar (“SAR”) had allowed NJSB’s
Order 14A application. KMSB’s solicitor had filed the Notice of Appeal to the Judge in Chambers against the
SAR’s decision on 15 June 2005. KMSB’s Appeal to the Judge in Chambers is now fixed for hearing on 11
October 2006.
98
Naluri
Corporation
Berhad
(76466-X)
On 10 April 2004, SDFC filed a defence and affidavit to strike out the Statement of Claim filed by EEB against
SDFC as the first defendant, Chuan Hooi Huat and Wong Soo Teong, Terry, who are the former directors of
DFZ as the second and third defendant respectively, for tort of conspiracy in respect of a lease agreement
entered into between EEB and SDFC on 20 August 2002 (“Lease Agreement”).
On 10 October 2005, the SAR allowed EEB’s application to amend the Writ of Summons and Statement of
Claim.
EEB had on 4 August 2005 filed for an application to the High Court seeking for a mandatory injunction
compelling SDFC to quit, vacate and deliver the aforesaid duty free outlet and staff living quarters in Langkawi.
On 6 December 2005, the Learned High Court Judge dismissed EEB’s application for a mandatory injunction.
EEB has subsequently appealed to the Court of Appeal on the said decision and the matter is currently still
pending the fixing of an appeal date by the Court of Appeal.
An arbitration proceeding was initiated by NBSB against KMSB to review the interim certificates issued by
KMSB’s architect regarding its contract as nominated sub contractor for the supply, delivery, installation,
testing and commissioning of airconditioning and mechanical ventilation works for the construction of the
Johor Bahru Duty Free Complex (“JBDFC”). The amount in dispute is approximately RM2,467,776. KMSB
counter-claimed that the amount claimed by NBSB is excessive, inaccurate and inconsistent with the agreed
rates. Furthermore, KMSB counter-claimed that it incurred damages due to NBSB’s defective works and it is
estimated that the cost and expense to rectify the defective and/or incomplete works will be approximately
RM1,908,898.
The arbitration is currently put in abeyance in view of the fact that NBSB was wound up on 8 August 2000.
KMSB’s solicitor had on 21 January 2002 informed the Arbitrator of the status. However, the Arbitrator has yet
to respond.
On 30 December 1999, LH Technology Sdn Bhd (“LHT”) commenced legal proceedings against KMSB claiming
a sum of RM1,025,855 on behalf of Mancon whereby KMSB has provided an undertaking to pay LHT.
LHT has filed a Notice of Appeal against the High Court’s decision to set aside the Summary Judgment against
KMSB. The appeal is now pending the fixing of hearing before the Court of Appeal.
KMSB’s counsel is of the view that there is no privity of contract between KMSB and LHT and that LHT should
instead be suing Mancon. Furthermore, the Group had completed the Debt Restructuring Arrangement on 1
December 2004. Thus, KMSB has no more obligation towards Mancon and LHT.
99
Naluri
Corporation
Berhad
(76466-X)
The Company shall subscribe for 14,242,824 new DFZ Shares at RM1.00 per new share of DFZ and
272,732,763 new ICPS-A at RM0.10 per new ICPS-A for a total consideration of RM41,516,000 pursuant
to the Renunciation Agreement and Subscription Agreement.
In additon, the Company shall subscribe for the remaining new DFZ Shares and new ICPS-A not
subscribed by the shareholders of DFZ pursuant to a rights issue to be held by DFZ pursuant to DFZ’s
debt restructuring scheme at the subscription price of RM1.00 per new DFZ share and RM0.10 per new
ICPS-A.
The above exercise was completed on 10 January 2005 as disclosed in Note 42(iii).
(b) the acquisition of three pieces of leasehold land by the Company from Cergasjaya Properties Sdn Bhd
(“CPSB”) for a cash consideration of RM27,480,689, pursuant to the terms and conditions as stipulated
in the sale and purchase agreement (“SPA”) dated 12 December 2003 and the supplemental agreement
dated 12 December 2004 between the Company and CPSB, remains pending as at the date of this
report.
(ii) On 14 December 2004, a take-over offer was made by the Company to acquire the following:
(a) the remaining ordinary shares of RM1.00 each in DFZ (“DFZ Shares”) not already owned by the
Company comprising up to 27,878,947 DFZ Shares (“offer shares”) at a cash offer price of RM1.00 per
DFZ Share;
(b) up to 8,383,811 new DFZ Shares to be issued pursuant to the rights issue of DFZ (“DFZ rights shares”)
at a cash offer price of RM1.00 per new DFZ rights share;
(c) up to 90,910,592 new ICPS-A of RM0.10 each in DFZ (“DFZ rights ICPS-A”) to be issued pursuant to the
rights issue of DFZ at a cash offer price of RM0.10 per new DFZ rights ICPS-A; and
(d) the remaining DFZ ICPS-C not already owned by the Company comprising up to 13,792,794 DFZ ICPS-
C (“offer DFZ ICPS-C”) at a cash offer price of RM0.28 per DFZ ICPS-C.
On 6 January 2005, the Company accepted the take-over offer to acquire the following:
(a) 44,734 DFZ Shares, and
(b) 390,600 new DFZ rights ICPS-A.
Payments were made for the above-mentioned valid acceptances of DFZ Shares and DFZ rights ICPS-A of
RM44,734 and RM39,060 respectively.
100
Naluri
Corporation
Berhad
(76466-X)
In view of the full subscription of the rights issue of DFZ, the Company was not required to undertake any
further subscription of DFZ rights shares and DFZ rights ICPS-A.
Further, during the current financial year, the Company acquired a total of 2,884,000 DFZ Shares for a total
cash consideration of RM4,151,000. As at 31 December 2005, the Company has 64.76% equity interest in
DFZ.
(iv) Prior to the acquisition of DFZ by the Company in the previous financial year, DFZ had entered into share
sales agreements to acquire the entire issued and paid-up share capital of Winner Prompt Sdn Bhd (“WPSB”)
and Selasih Ekslusif Sdn Bhd (“SESB”), for consideration of RM8,000,000 and RM12,000,000 respectively.
The purchase consideration was to be satisfied by the issuance of a total of 18,181,818 new ordinary shares
at an issue price of RM1.10 each.
On 7 December 2004, DFZ issued the consideration shares to the vendors. The acquisition of WPSB and SESB
was completed during the current financial year, upon the relisting of DFZ Shares on Bursa Securities.
(v) On 10 May 2005, the Company acquired 100% equity interest in Tenggara Senandung Sdn Bhd, a company
incorporated in Malaysia for a total cash consideration of RM16,050,000.
(vi) On 7 July 2005, a subsidiary, NPSB entered into a Deed of Settlement with Signforce, a former associate of
the Company, to mutually terminate and rescind the following agreements at a consideration of RM2,950,000
to be paid to Signforce:
(a) Hotel Management Agreement between NPSB and Signforce for the management and operation of
the hotel of which NPSB is the legal and beneficial owner; and
(b) Hotel License Agreement between NPSB and Signforce granting NPSB a limited non-exclusive right
to use of the intellectual property rights relating to the hotel subject to the terms of the Hotel Licence
Agreement.
(vii) On 3 August 2005, the Company acquired 100% equity interest in Blossom Time Sdn Bhd, a company
incorporated in Malaysia for a total cash consideration of RM150,000 from Orchard Boulevard Sdn Bhd, a
wholly owned subsidiary of DFZ.
(viii) Naluri International Limited, a wholly owned subsidiary of the Company disposed 1,217,000 common stock
of USD1.00 per share of World Air Holdings, Inc, a company incorporated in the State of Delaware, United
States of America and listed on NASDAQ, United States of America, for a total net cash consideration of
USD12,288,884 or equivalent of RM45,980,605 in the open market from 20 July 2005 to 7 September 2005,
giving a rise to a gain on disposal of RM7,760,000.
101
Naluri
Corporation
Berhad
(76466-X)
Pursuant to this, the Company bought back 69,051,700 of its own ordinary shares of RM1.00 each from the
open market from 26 January 2006 to 23 February 2006, at an average price of RM0.63 for approximately
RM43,155,100 with internally generated funds. The shares bought back were initially held as treasury shares
and were subsequently cancelled on 16 March 2006. The adjusted issued and fully paid ordinary share capital
after cancellation is RM621,465,820 consisting of 621,465,820 ordinary shares.
43. SUBSIDIARIES
Details of the subsidiaries are as follows:
Equity
Interest Held (%)
Name of Subsidiaries 2005 2004 Principal Activities
Sriwani Duty Free Supplies Sdn Bhd 100 100 Wholesaler and
distributor of
duty free
and non-dutiable
merchandise
103
Naluri
Corporation
Berhad
(76466-X)
Fleet Car Hire & Tours Sdn Bhd 100 100 Hire and drive
services and tour
activities
(i) Subsidiary of Gold Vale Development Sdn Bhd
(i) All the subsidiaries were incorporated in Malaysia except for the following:
On 15 January 2005, the Group acquired 100% equity interests in WPSB and SESB, both companies
incorporated in Malaysia, for a total consideration of RM20,000,000 which was satisfied through the issuance
of 18,181,818 new ordinary shares of DFZ of RM1 each at an issue price of RM1.10 each. The shares were
issued in the previous financial year.
On 10 May 2005, the Group acquired 100% equity interest in Tenggara Senandung Sdn Bhd, a company
incorporated in Malaysia, for a total cash consideration of RM16,050,000.
On 1 December 2004, the Group acquired 100% equity interest in UI Group through a wholly-owned subsidiary,
United Industries Holdings Sdn Bhd and 52.82% equity interest in DFZ.
The acquisitions had the following effects on the Group’s financial results for the year:
2005 2004
RM’000 RM’000
The acquisitions had the following effect on the financial position of the Group as at the end of the year:
2005 2004
RM’000 RM’000
The fair value of the assets acquired and liabilities assumed from the acquisitions of the subsidiaries is as
follows:
2005 2004
RM’000 RM’000
2005 2004
RM’000 RM’000
2005 2004
RM’000 RM’000
(iii) The auditors’ report on the financial statements of a subsidiary, Naluri International Limited for the financial
year ended 31 December 2005 contained a fundamental uncertainty relating to the going concern of the
subsidiary.
44. ASSOCIATES
Details of the associates are as follows:
Equity
Name of Country of Financial Interest Held (%)
Associates Incorporation Year End 2005 2004 Principal Activities
Scandinavian Malaysia 31 December 25 25 Repair and overhaul
Avionics of digital avionics
(Malaysia) Sdn Bhd for general aviation
The Group’s financial risk management policy seeks to ensure that adequate financial resources are available
for the development of the Group’s businesses whilst managing its interest rate, foreign exchange, liquidity
and credit risks. The Group operates within clearly defined guidelines that are approved by the Board and the
Group’s policy is not to engage in speculative transactions.
The Group’s primary interest rate risk relates to interest-bearing debt. The investments in financial assets are
mainly short term in nature and they are not held for speculative purposes but have been mostly placed in
fixed deposits and marketable securities which yield better returns than cash at bank.
The Group manages its interest rate exposure by maintaining a mix of fixed and floating rate borrowings. The
Group 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 operates internationally and is exposed to various currencies, mainly United States Dollar, Euro,
Australian Dollar, Japanese Yen, New Taiwan Dollar, Singapore Dollar, Sterling Pound, Renminbi, Thai
Baht, Hong Kong Dollar and Brunei Dollar. Foreign currency denominated assets and liabilities together with
expected cash flows from highly probable purchases and sales give rise to foreign exchange exposures.
Foreign exchange exposures in transactional currencies other than functional currencies of the operating
entities are kept to an acceptable level.
The net unhedged financial assets and financial liabilities of the Group that are not denominated in their
functional currencies are as follows:
Cash and
Bank Trade
Receivables Balances Payables
Foreign Currency RM’000 RM’000 RM’000
2005
United States Dollar 219 173 1,233
Euro 316 1 177
Australian Dollar 7 3 66
Japanese Yen - 1 4,127
New Taiwan Dollar - 2 -
Singapore Dollar 5 8,770 347
Sterling Pound - 1 92
Thai Baht - 191 22
Hong Kong Dollar 31 7 -
Total 578 9,149 6,064
110
Naluri
Corporation
Berhad
(76466-X)
Cash and
Bank Trade
Receivables Balances Payables
Foreign Currency RM’000 RM’000 RM’000
2004
United States Dollar 110 43 4,492
Euro 124 1 309
Australian Dollar 2 2 -
Japanese Yen - 4 5,180
New Taiwan Dollar - 2 -
Singapore Dollar - 16 411
Sterling Pound - 2 (5)
Thai Baht - 37 23
Total 236 107 10,410
The Group manages its debt maturity profile, operating cash flows and the availability of funding so as to
ensure that repayment and funding needs are met. As part of its overall prudent liquidity management,
the Group maintains sufficient levels of cash or cash convertible investments to meet its working capital
requirements. In addition, the Group strives to maintain available banking facilities at a reasonable level to
its overall debt position. As far as possible, the Group raises committed funding from both capital markets
and financial institutions and balances its portfolio with some short term funding so as to achieve overall cost
effectiveness.
Credit risks, or the risk of counterparties defaulting, are controlled by the application of credit approvals, limits
and monitoring procedures. Credit risks are minimised and monitored by limiting the Group’s associations to
business partners with high creditworthiness. Trade receivables are monitored on an ongoing basis via Group
management reporting procedures.
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, other than as disclosed in Notes 23
and 24.
111
Naluri
Corporation
Berhad
(76466-X)
The carrying amounts of financial assets and liabilities of the Group and of the Company at the balance sheet
date approximated their fair values except for the following:
Group Company
Carrying Fair Carrying Fair
Note Amount Value Amount Value
RM’000 RM’000 RM’000 RM’000
Financial Assets
At 31 December 2005:
Investments in subsidiaries
- unquoted shares 15 - - 82,344 *
- quoted shares 15 - - 121,015 127,974
Investments in associates
- unquoted shares 16 13,485 * 24,187 *
Other long term
investments 17 132 * 11 *
Due from
- subsidiaries 18 - - 348,344 @
- affiliated companies 24 240 @ - -
Marketable securities 25 1,443 1,443 - -
At 31 December 2004:
Investment in subsidiaries
- unquoted shares 15 - - 66,096 *
- quoted shares 15 - - 75,265 116,956 #
Investments in associates
- unquoted shares 16 10,673 * 24,187 *
Other long term
investments 17 155 * 34 *
Due from
- subsidiaries 18 - - 297,947 @
- affiliated companies 24 533 @ - -
Marketable securities 25 1,691 1,691 1,691 1,691
112
Naluri
Corporation
Berhad
(76466-X)
Group Company
Carrying Fair Carrying Fair
Note Amount Value Amount Value
RM’000 RM’000 RM’000 RM’000
Financial Liabilities
At 31 December 2005:
At 31 December 2004:
* It is not practical to estimate the fair value of non-current unquoted shares 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 subsidiaries and affiliated
companies due principally to a lack of fixed repayment terms entered by the parties involved and without
incurring excessive costs.
# The quoted shares were not traded at 31 December 2004 as the subsidiary, DFZ was classified under PN
4/2001 of the listing requirements of Bursa Securities. The fair value disclosed is based on the closing
price of the shares upon DFZ’s relisting on 28 January 2005.
The fair values of all other financial assets and financial liabilities approximate their carrying values.
The following methods and assumptions are used to estimate the fair values of the following classes of
financial instruments:
The carrying amounts approximate fair values due to the relatively short term maturity of these financial
instruments.
113
Naluri
Corporation
Berhad
(76466-X)
The fair value of quoted shares is determined by reference to stock exchange quoted market bid prices
at the close of the business on the balance sheet date.
(iii) Borrowings
The fair value of borrowings is estimated by discounting the expected future cash flows using the current
incremental lending rates for similar types of lending and borrowing arrangements.
(i) Investments;
(iv) Automotive.
Other business segments mainly consist of provision of corporate services, dormant and inactive companies, none
of which are of a sufficient size to be reported separately.
The directors are of opinion that all inter-segment transactions have been entered into in the normal course of
business and have been established on terms and conditions that are not materially different from those obtainable
in transactions with unrelated parties.
The activities of the Group are carried out mainly in Malaysia and as such, segmental reporting by geographical
locations is not presented.
Property
and Duty
Investments Hospitality Free Automotive Others Eliminations Consolidated
RM’000 RM’000 RM’000 RM’000 RM’000 RM’000 RM’000
31 December
2005
Revenue
External sales 2,610 71,948 214,622 176,926 - - 466,106
Inter-segment sales 11,592 13,322 - - - (24,914) -
Total revenue 14,202 85,270 214,622 176,926 - (24,914) 466,106
114
Naluri
Corporation
Berhad
(76466-X)
31 December
2005 (contd.)
Results
Profit from
operations 76,403 8,344 30,611 9,907 8,807 (56,276) 77,796
Finance costs (2,079)
Share of results of
associates - 88 - - 1,901 - 1,989
Profit before taxation 77,706
Taxation (7,373)
Profit after taxation 70,333
Minority interests (10,296)
Net profit for the year 60,037
Assets
Segment assets 683,915 405,772 91,044 207,301 894 (426,566) 962,360
Investments in
associates 13,485 - - - - - 13,485
Consolidated
total assets 975,845
Liabilities
Segment liabilities 130,951 228,129 31,895 185,140 805 (412,350) 164,570
Unallocated
corporate liabilities 22,403
Consolidated
total liabilities 186,973
Other Information
Capital expenditure 13,900 21,388 6,032 12,847 - - 54,167
Depreciation 481 4,672 2,492 11,369 19 1,587 20,620
Impairment losses (37,681) 185 - - - - (37,496)
Non-cash income
other than
depreciation and
impairment losses (188) (627) (972) (55) (8,870) - (10,712)
115
Naluri
Corporation
Berhad
(76466-X)
31 December
2004
Revenue
External sales 28,878 21,413 15,895 14,462 - - 80,648
Inter-segment
sales 6,990 1,253 4,966 - - (13,209) -
Total revenue 35,868 22,666 20,861 14,462 - (13,209) 80,648
Results
Profit/(loss) from
operations 22,946 (1,231) 3,546 1,753 (502) (8,181) 18,331
Finance costs (146)
Exceptional items (105) - - - - 105 -
Share of results of
associates - 295 - - (227) - 68
Profit before taxation 18,253
Taxation (10,012)
Profit after taxation 8,241
Minority interests (116)
Net profit for the year 8,125
Assets
Segment assets 747,142 263,995 46,936 205,591 34,980 (346,380) 952,264
Investments in
associates 10,673 - - - - - 10,673
Consolidated total assets 962,937
Liabilities
Segment liabilities 142,078 197,052 35,439 196,671 86,693 (441,278) 216,655
Unallocated
corporate liabilities 8,221
Consolidated total liabilities 224,876
116
Naluri
Corporation
Berhad
(76466-X)
31 December
2004 (contd.)
Other Information
Capital expenditure 2 983 44 1,283 8 - 2,320
Depreciation 277 5,390 332 1,271 31 - 7,301
Impairment losses (542) 15 - - - - (527)
Non-cash expenses
other than
depreciation and
impairment losses 105 3,336 33 24 (14) (155) 3,329
47. COMPARATIVES
The following comparative amounts as at 31 December 2004 have been reclassified to conform with current year’s
presentation:
As Previously
As Restated Adjustments Stated
RM’000 RM’000 RM’000
Group
Statistic on Shareholdings
as at 10 May 2006
STATEMENT OF SHAREHOLDINGS
Type of securities - Ordinary shares of RM1.00 each fully paid
Authorised share capital - RM2,000,000,000
Issued and paid-up share capital - RM621,465,820
Voting Rights - One vote per shareholder on a show of hands or
one vote per ordinary share on a poll
Number of shareholders - 35,594
ANALYSIS OF SHAREHOLDINGS
Size of Holdings Number of Percentage Total Percentage
Shareholders (%) Holdings (%)
Substantial Shareholders
as at 10 May 2006
Direct Indirect
Number of Percentage Number of Percentage
Name of Substantial Shareholder Shares held (%) Shares held (%)
6. Tan Sri Dato’ Tajudin bin Ramli 2,371,5002 0.38 91,6641&3 0.01
Notes:
2. Based on report from Bursa Malaysia Depository Sdn Bhd (“BMD Report”) dated 10 May 2006, Tan Sri Dato’
Tajudin bin Ramli held 2,371,500 shares in the Company. There is a difference in Tan Sri Dato’ Tajudin bin Ramli’s
direct and indirect shareholdings based on the Register of Substantial Shareholders and the BMD Report. The
Company had written to Tan Sri Dato’ Tajudin bin Ramli to seek confirmation and todate, had not received a reply.
3. Based on the BMD Report dated 10 May 2006, Arah Murni Sdn Bhd held 91,664 shares in the Company. There
is a difference in Arah Murni Sdn Bhd’s shareholdings based on the Register of Substantial Shareholders and the
BMD Report. The Company had written to Arah Murni Sdn Bhd to seek confirmation and todate, had not received
a reply.
120
Naluri
Corporation
Berhad
(76466-X)
Direct Indirect
Name Number of Percentage Number of Percentage
Shares (%) Shares (%)
Peter Madhavan - - - -
Notes:
2. By virtue of his substantial interest in the shares of the Company, Dato’ Sri Adam Sani bin Abdullah is deemed to
have an interest in the shares of the related corporations to the extent that the Company has an interest.
* Negligible.
121
Naluri
Corporation
Berhad
(76466-X)
Net book
value as
Tenure at 31 Open Date of
Existing /expiry Age of Approx. December market latest
Location Description use date building areas 2005 value revaluation
Years Sq. Metre RM’mil RM’mil
1 Lot 42, Section 13 Vacant Vacant Leasehold N/A 12,052.32 9.39 10.40 17 May 1999
Town and District industrial (99 years -
of Petaling Jaya, land expiring
Selangor Darul 2064)
Ehsan
2 Lot No. 1, Office Registered Leasehold Office 18,701.20 164.73 185.00 10 July 2001
Section 63 building, office, (60 years – building
Town of Kuala hotel office block expiring (21) Hotel
Lumpur, apartment for rent 2038) apartment
Wilayah building and and hotel renewable (10)
Persekutuan building under apartments for a further
construction for letting 30 years
3 i) Lot PTB 10707 Integrated Shopping i) Leasehold 8 86,237.22 156.67 206.50 30 November
and 10710 Commercial complex, (99 years - 2003
ii) Lot PTB Duty Free hotel expiring
20006, 20380 & Complex - facilities, 2092)
PTB 20438 & Duty Free carpark, ii) Leasehold
PTD 146378 and Zone hotel, (30 years -
PTD 148062, custom and expiring
Town of Johor immigration 2027)
Bahru and Mukim cum office
Plentong, complex,
Johor Bahru, jetty and
Johor Darul restaurant
Takzim & surface
car parks
4 Lots 303 (Geran Vacant land Vacant Freehold N/A 11,267.00 9.20 11.50 3 November
46814) and 340 for land with 2003
(Geran 46821) development showhouse
Seksyen 1,
Mukim 17 Daerah
Timur Laut,
Bandar Batu
Ferringhi,
Daerah Timur
Laut,
Pulau Pinang
5 Lots 31 Vacant land Vacant land Freehold N/A 21,550.00 18.22 18.00 3 November
(G.M 29), 478 for 2003
(Geran 16796) development
and 479
(Geran 16797)
Mukim 17
Daerah Timur
Laut,
Bandar Batu
Ferringhi,
Pulau Pinang
122
Naluri
Corporation
Berhad
(76466-X)
Net book
value as
Tenure at 31 Open Date of
Existing /expiry Age of Approx. December market latest
Location Description use date building areas 2005 value revaluation
Years Sq. Metre RM’mil RM’mil
6 Lots 2501, Vacant land, Rented out Leasehold 9 3,127,220.00 27.48 42.45 3 November
2502 and 2209 part of which is and partly (60 years - 2003
Bukit Kayu Hitam, Golf and vacant expiring
Mukim Sungai Country Club 2053 and
Laka, 2057)
Daerah Kubang
Pasu,
Kedah Darul
Aman
Net book
value as
Tenure at 31 Open Date of
Existing /expiry Age of Approx. December market latest
Location Description use date building areas 2005 value revaluation
Years Sq. Metre RM’mil RM’mil
13 Lot 911, 913 & Vacant land Vacant Freehold N/A 213,413.00 3.44 * *
914, Mukim
Sungai Laka,
Daerah Kubang
Pasu,
Kedah Darul
Aman
Net book
value as
Tenure at 31 Open Date of
Existing /expiry Age of Approx. December market latest
Location Description use date building areas 2005 value revaluation
Years Sq. Metre RM’mil RM’mil
18 Lot No. 4995, Industrial Factory Freehold 10 - 11 12,140.55 5.51 5.50 16 September
Mukim Kapar, premises and office 2003
District of Klang,
Selangor Darul
Ehsan
19 Lot No. 4998 Industrial Factories, Freehold 2 - 21 24,154.64 13.31 14.00 15 September
and 5017, premises office and 2003
Mukim Kapar, ancillary
District of Klang, buildings
Selangor Darul
Ehsan
20 PT 1644, Vacant Vacant land Leasehold N/A 57,085.00 3.54 3.70 3 October 2003
Town of Hulu industrial (99 years –
Bernam, land expiring
District of Hulu 2096)
Selangor,
Selangor Darul
Ehsan
21 Lot No. 5016, Vacant Vacant land Freehold N/A 12,140.17 2.48 2.60 15 September
Mukim of Kapar, industrial land 2003
District of Klang,
Selangor Darul
Ehsan
22 Lot No. 5080, Industrial Warehouse Freehold 9 12,014.09 9.38 8.20 16 September
Mukim of Kapar, premises and office 2003
District of Klang, building
Selangor Darul
Ehsan
23 Lot No. PT 548, Double storey Factory Freehold 7 557.40 0.73 0.73 16 September
Mukim of semi-detached 2003
Damansara, factory
District of Petaling,
Selangor Darul
Ehsan
125
Naluri
Corporation
Berhad
(76466-X)
Net book
value as
Tenure at 31 Open Date of
Existing /expiry Age of Approx. December market latest
Location Description use date building areas 2005 value revaluation
Years Sq. Metre RM’mil RM’mil
24 Lot No. PT 4857 Three-storey Shop/ Leasehold 21 268.57 0.65 0.70 16 September
Mukim of Empang, corner terraced office/ (99 years - 2003
District of Hulu shop/ office/ apartment expiring
Langat, apartment 2083)
Selangor Darul
Ehsan
25 Lot Nos. 4999, Industrial Factory Freehold 3 - 28 48,562.22 31.46 33.50 15 September
5000, 5018 premises 2003
and 5019,
Mukim of Kapar,
District of Klang,
Selangor Darul
Ehsan
NOTICE IS HEREBY GIVEN THAT the Twenty Fourth Annual General Meeting of Naluri Corporation Berhad (formerly
known as Naluri Berhad) (“Naluri” or “Company”) will be held at Perdana Grand Ballroom, Dewan Perdana Felda, Jalan
Maktab, Off Jalan Semarak, 54000 Kuala Lumpur on Tuesday, 27 June 2006 at 10.00 a.m. to transact the following
businesses:
AGENDA
As Ordinary Business
1. To receive and adopt the Audited Financial Statements of the Company for the financial year Ordinary
ended 31 December 2005 together with the Directors’ and Auditors’ Reports thereon. Resolution 1
2. To declare a tax exempt final dividend of 1.0% for the financial year ended 31 December Ordinary
2005. Resolution 2
3. To approve the payment of Directors’ Fees of RM48,000 in respect of the financial year ended Ordinary
31 December 2005. Resolution 3
4. To re-elect the following Directors retiring pursuant to Article 112 of the Company’s Articles of
Association and who, being eligible, offer themselves for re-election:
As Special Business
6. Authority to Allot and Issue Shares Pursuant to Section 132D of the Companies Act,
1965
“THAT pursuant to Section 132D of the Companies Act, 1965 (“Act”) full authority be and
is hereby given to the Directors to issue shares in the capital of the Company from time to
time at such price upon such terms and conditions for such purposes and to such person or
persons whomsoever as the Directors may in their absolute discretion deem fit provided that
the aggregate number of shares to be issued pursuant to this Resolution does not exceed
10% of the total issued share capital of the Company for the time being, subject to the Act,
the Articles of Association of the Company and approval from Bursa Malaysia Securities
Berhad and other relevant bodies where such approval is necessary AND THAT such
authority shall continue to be in force until the conclusion of the next Annual General Meeting Ordinary
of the Company.” Resolution 8
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Naluri
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(76466-X)
7. Proposed New Authority of Naluri to Purchase its own Shares of up to 10% of its issued
and paid-up Share Capital (“Proposed New Authority”)
“THAT subject to the Act, rules, regulations and orders made pursuant to the Act, provisions
of the Company’s Memorandum and Articles of Association and the requirements of Bursa
Malaysia Securities Berhad (“Bursa Securities”) and the passing of ordinary resolution 10 and
any other relevant authority, the Directors of the Company be and are hereby unconditionally
and generally authorised, to the extent permitted by the law, to make purchases of ordinary
shares comprised in the Company’s issued and paid-up share capital, such purchases to be
made through the Bursa Securities and to take all such steps as necessary (including opening
and maintaining of a central depositories account under the Securities Industry (Central
Depository) Act, 1991) and enter into any agreements, arrangements, and guarantees with
any party or parties to implement, finalise and give full effect to the aforesaid purchase
with full powers to assent to any conditions, modifications, revaluations, variations and/or
amendments (if any), as may be imposed by the relevant authorities from time to time subject
further to the following:
(i) the maximum aggregate number of ordinary shares of RM1.00 each in the Company
(“Naluri Shares”) which may be purchased and/or held by the Company shall not exceed
ten per centum (10%) of the issued and paid-up share capital of the Company, subject to
the provisions of the Listing Requirements of Bursa Securities (“Listing Requirements”)
applicable to a company listed on the Main Board of the official list of Bursa Securities;
(ii) the maximum funds to be allocated by the Company for the purpose of purchasing the
Naluri Shares under the Proposed New Authority shall not exceed the retained profits
and/or share premium account of the Company for the time being. Based on the audited
financial statements of Naluri for the financial year ended 31 December 2005, the audited
share premium account and retained earnings of Naluri stood at approximately RM97.18
million and RM25.02 million respectively. Based on the unaudited quarterly results of
Naluri for the three (3) months financial period ended 31 March 2006, the share premium
account and retained earnings of Naluri stood at approximately RM54.02 million and
RM25.03 million respectively;
(iii) the authority conferred by this resolution to facilitate the Proposed New Authority will
commence immediately upon passing of this ordinary resolution and will continue to be
in force until:
(a) the conclusion of the next annual general meeting (“AGM”) of the Company,
following the general meeting at which this resolution was passed at which time
it shall lapse unless by ordinary resolution passed at the meeting, the authority is
renewed, either unconditionally or subject to conditions but not as to prejudice the
completion of purchase by the Company before the aforesaid expiry date and, in
any event, in accordance with the provisions of the Act, the rules and regulations
made pursuant thereto and the guidelines issued by Bursa Securities and/or any
other relevant authority;
(b) the expiration of the period within which the next AGM after that date is required by
law to be held; or
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Naluri
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whichever occurs first, but not so as to prejudice the completion of purchase(s) by the
Company of the Naluri Shares before the aforesaid expiry date and, made in any event,
in accordance with the provisions of the guidelines issued by the Bursa Securities and
any prevailing laws, rules, regulations, orders, guidelines and requirements issued by
any relevant authorities; and
(iv) upon the purchase(s) of the Naluri Shares by the Company, the Directors of the Company
be and are hereby authorised to cancel up to all the Naluri Shares so purchased or to
retain the Naluri Shares so purchased as treasury shares, of which may be distributed as
dividends to shareholders, and/or resold on the Bursa Securities, and/or subsequently
cancelled or to retain part of the Naluri Shares so purchased as treasury shares and
cancel the remainder and in any other manner as prescribed by the Act, rules, regulations
and orders made pursuant to the Act and the requirements of the Bursa Securities and
any other relevant authority for the time being in force;
AND THAT the Directors of the Company be and are hereby authorised to take all such steps
as are necessary or expedient to implement, finalise, complete or to effect the purchase(s) of
the Naluri Shares by the Company with full powers to assent to any conditions, modifications,
resolutions, variations and/or amendments (if any) as may be imposed by the relevant
authorities and to do all such acts and things as the said Directors may deem fit and expedient
in the best interest of the Company to give effect to and to complete the purchase of the Naluri Ordinary
Shares.” Resolution 9
8. Proposed Exemption to Atlan Properties Sdn Bhd (“APSB”) and Parties Acting in
Concert with APSB (“PAC”) from the obligation to Undertake Mandatory Offers to
acquire all the remaining Naluri Shares not already owned by APSB and PAC upon the
purchase by Naluri of its own Shares pursuant to the Proposed New Authority Under
Practice Note 2.9.10 of the Malaysian Code On Take-Overs and Mergers, 1998 (“Code”)
(“Proposed Exemption”)
“THAT subject to the approvals being obtained from the Securities Commission (“SC”), the
passing of ordinary resolution 9 and all other relevant authorities (if any), approval be and is
hereby given for the shareholdings of APSB and PAC, namely Atlan Holdings Bhd, Distinct
Continent Sdn Bhd, Dato’ Sri Adam Sani bin Abdullah, Sebastian Paul Lim Chin Foo, Dato’
Ong Kim Hoay, Dato’ Woo Hon Kong, Dato’ Wong Kam Fuat and Lee Sze Siang to increase,
either collectively and/or individually, by more than 2% in any 6 month period as a result of a
reduction of the voting shares of the Company arising from the purchase by the Company of
its own shares under the Proposed New Authority without having to undertake any mandatory
offers that could arise pursuant to the provisions of the Code to acquire the remaining Naluri
Shares not already held by APSB and PAC in conjunction with an application by APSB and
PAC to the SC under Practice Note 2.9.10 of the Code, as amended from time to time;
AND THAT the Directors of the Company be and are hereby authorised to take such steps
to give full effect to the Proposed Exemption with full power to assent to any conditions,
modifications, variations and/or amendments as may be imposed by the relevant authorities
and/or to do all such acts and things as the Directors may deem fit and expedient in the best Ordinary
interest of the Company.” Resolution 10
9. To transact any other business of which due notice shall have been given in accordance with
the Act.
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Naluri
Corporation
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(76466-X)
NOTICE IS ALSO HEREBY GIVEN THAT subject to the approval of shareholders at the Twenty Fourth Annual General
Meeting of the Company, a tax exempt final dividend of 1.0% for the financial year ended 31 December 2005 will be paid
on 20 September 2006 to shareholders registered at the close of business on 5 September 2006.
A Depositor shall qualify for entitlement to the dividend only in respect of:
(a) Shares transferred into the Depositor’s securities account before 4.00 p.m. on 5 September 2006 in respect of
transfers.
(b) Shares bought on Bursa Malaysia Securities Berhad on a cum entitlement basis according to the Rules of Bursa
Malaysia Securities Berhad.
Kuala Lumpur
Date: 5 June 2006
NOTES:
(A) APPOINTMENT OF PROXY
(i) A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two (2) proxies
as his/her proxy or proxies to attend and vote in his/her stead. Where a member appoints two (2) proxies, the member
shall specify the proportion of the member’s shareholding to be represented by each proxy and which proxy is entitled
to vote on a show of hands. Only one (1) of the proxies is entitled to vote on a show of hands.
(ii) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central
Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each securities account it holds with ordinary
shares of the Company standing to the credit of the said securities account.
(iii) A proxy need not be a member of the Company and a member may appoint any person to be his/her proxy without
limitation. The provisions of Section 149(1)(b) of the Companies Act, 1965 shall not apply.
(iv) The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised
in writing or, if such appointor is a corporation under its common seal, or the hand of its attorney or duly authorised
officer or in some other manner approved by the Directors. The instrument appointing a proxy and the power of
attorney or other authority, if any, under which it is signed or a notarially certified copy of that power or authority shall
be deposited at the Registered Office of the Company at 16th Floor, Menara Naluri, 161B Jalan Ampang, 50450 Kuala
Lumpur not less than forty-eight (48) hours before the time for holding of the meeting or any adjournment thereof.
(v) The signature to the instrument appointing the proxy executed outside Malaysia must be authenticated by a solicitor,
notary public, commissioner for oaths or any Consular Officer of Malaysia.
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Naluri
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The details of the above Directors standing for re-election are set out in their respective profiles which appear
on pages 3 to 7 of the Company’s 2005 Annual Report. Their holdings in the securities of the Company and its
related corporations are set out on page 120 of the Company’s 2005 Annual Report
(b) Tan Sri Saw Huat Lye who is retiring pursuant to Section 129(6) of the Companies Act, 1965 at the
forthcoming Twenty Fourth Annual General Meeting does not wish to seek re-appointment as Director.
Accordingly, he will retire at the conclusion of the Twenty Fourth Annual General Meeting of the
Company.
(2) Details of attendance of Directors at Board Meetings held during the financial year ended
31 December 2005
There were five (5) Board Meetings held during the financial year ended 31 December 2005. The record of attendance
is set out on page 17 in the Corporate Governance Statement of the Company’s 2005 Annual Report.
FORM OF PROXY
I/We ______________________________________________________________________________________________________
(Name in full)
NRIC or Company No. ________________________________________ CDS Account No. _______________________________
of ________________________________________________________________________________________________________
(Address)
being a member of NALURI CORPORATION BERHAD (Formerly Known As NALURI BERHAD) hereby appoint: ________________
or failing him/her, *the Chairman of the Meeting as my/our proxy to vote for me/us on my/our behalf, at the Twenty Fourth Annual
General Meeting of the Company to be held at Perdana Grand Ballroom, Dewan Perdana Felda, Jalan Maktab, Off Jalan Semarak,
54000 Kuala Lumpur on Tuesday, 27 June 2006 at 10.00 a.m. or any adjournment thereof.
* Please delete the words “Chairman of the Meeting” if you wish to appoint some other person to be your proxy.
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
ORDINARY To receive and adopt the Audited Financial Statements
RESOLUTION 1
ORDINARY To declare a tax exempt final dividend of 1.0%
RESOLUTION 2
ORDINARY To approve the payment of Directors’ Fees of RM48,000
RESOLUTION 3
ORDINARY To re-elect Lee Sze Siang as Director
RESOLUTION 4
ORDINARY To re-elect Haji Mohd Radzuan bin Abdullah as Director
RESOLUTION 5
ORDINARY To re-elect Peter Madhavan as Director
RESOLUTION 6
ORDINARY To re-appoint Messrs Ernst & Young as the Company’s Auditors and to
RESOLUTION 7 authorise the Directors to fix their remuneration
ORDINARY To approve authority to allot and issue shares pursuant to Section 132D
RESOLUTION 8 of the Companies Act, 1965
ORDINARY To approve the Proposed New Authority
RESOLUTION 9
ORDINARY To approve the Proposed Exemption
RESOLUTION 10
In case of a vote by a show of hands, my proxy ________________________ (one name only) shall vote on my/our behalf.
____________________________________________
Signature of Shareholder(s) or Common Seal No. of Shares
Notes:
(i) A member entitled to attend and vote at the Annual General Meeting is entitled to appoint not more than two (2) proxies as his/her proxy or proxies to attend and vote in his/her stead. Where a
member appoints two (2) proxies, the member shall specify the proportion of the member’s shareholding to be represented by each proxy and which proxy is entitled to vote on a show of hands.
Only one (1) of the proxies is entitled to vote on a show of hands.
(ii) Where a member of the Company is an authorised nominee as defined under the Securities Industry (Central Depositories) Act 1991, it may appoint at least one (1) proxy in respect of each
securities account it holds with ordinary shares of the Company standing to the credit of the said securities account.
(iii) A proxy need not be a member of the Company and a member may appoint any person to be his/her proxy without limitation. The provisions of Section 149(1)(b) of the Companies Act, 1965
shall not apply.
(iv) The instrument appointing a proxy shall be in writing under the hand of the appointor or his/her attorney duly authorised in writing or, if such appointor is a corporation under its common seal,
or the hand of its attorney or duly authorised officer or in some other manner approved by the Directors. The instrument appointing a proxy and the power of attorney or other authority, if any,
under which it is signed or a notarially certified copy of that power or authority shall be deposited at the Registered Office of the Company at 16th Floor, Menara Naluri, 161B Jalan Ampang,
50450 Kuala Lumpur not less than forty-eight (48) hours before the time for holding of the meeting or any adjournment thereof.
(v) The signature to the instrument appointing the proxy executed outside Malaysia must be authenticated by a solicitor, notary public, commissioner for oaths or any Consular Officer of Malaysia.
Then fold here
Stamp